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COUNTER-OFFER TO PURCHASE REAL PROPERTY LOCATED AT 3750 UNIVERSITY AVENUE RIVERSIDE, CALIFORNIA The City of Riverside ("Buyer"), by and through its duly authorized representatives, hereby declines that counter-offer dated December 26, 2003 from Voit Commercial Brokerage, signed by Robert G. Mitchell, Alan S. Pekarcik and Mike Bouma for and on behalf of Kilroy Realty LP ("Seller") and makes the following non-binding purchase counter-offer to the Seller. Promptly following execution and delivery of this counter- offer, Buyer and Seller will proceed in good faith to negotiate a definitive purchase and sale agreement (the "Purchase Agreement") incorporating the terms and conditions as set forth below: 1. Purchase Price. The Purchase Price shall be $20,000,000.00. 2. Payment of Purchase Price. All cash. Contingency Period. Buyer's obligation to close Escrow will be subject to Buyer's approval and/or waiver of the contingencies identified as Exhibit "A' in Buyer's sole and absolute discretion within forty-five (45) days from the opening of Escrow or from Buyer's receipt of Seller's due diligence material, whichever is later (the "Contingency Period"). In the event a contingency is not satisfied or waived by Buyer within the Contingency Period, Escrow will be canceled and Buyer will be entitled to a return of the Initial Deposit and any interest thereon. 4. Close of Escrow. Close of Escrow shall occur on April 1, 2003. 5. Deposits. Buyer will deposit the total sum of $200,000.00 to escrow as follows: Initial Deposit: Upon opening of Escrow, Buyer will deposit with escrow holder the sum of $200,000.00 (the "Deposit"). The Deposit shall be invested by escrow holder in an interest bearing account selected by Buyer and with all interest accruing thereon to be paid to Buyer on demand, or at Buyer's election, credited to the Purchase Price upon the close of Escrow. Upon buyer releasing its contingencies, the Deposit shall become non- refundable to Buyer, except in the event of Seller's default, but shall be applicable, in full, towards the Purchase Price. Escrow. Within three (3) days following the execution and delivery of the Purchase Agreement, an Escrow shall be opened with Old Republic Title Company (attn: Sherry Lynn Bullard), 3400 Central Avenue, Ste. 100, Riverside, CA 92506 - Telephone (909) 787-4980, Facsimile (909) 341-9202 ("Escrow [tolder"). 7. Title Insurance. Escrow Holder shall instruct Old Republic Title Company (attn: Diane Garza), 3400 Central Avenue, Ste. 100, Riverside, CA 92506 - Telephone 1 of 6