Prospective Purchaser S Representation and Warranty

PROSPECTIVE PURCHASER’S REPRESENTATION AND WARRANTY AGREEMENT

Prospective purchaser (“PROSPECT”) represents and warrants:

1. PROSPECT is aware of the fact that COLLIERS BENNETT & KAHNWEILER INC. is the exclusive Seller’s Agent (“AGENT”) working through its sales persons, Greg Pacelli and Mark Dolemba, and is acting on behalf of DuPage Properties Venture (“SELLER”) of the real estate described in the Offering Package and known as the Butterfield Center for Business and Industry, Units III and VI, (the “PROPERTY”).

2. Information given to the AGENT by the PROSPECT may be disclosed to SELLER.

3. PROSPECT represents and warrants that no real estate broker or salesman represents PROSPECT other than

______(Company and Name of broker or salesman)

______(Address)

______(City) (State)

______(Telephone Number)

4. SELLER and AGENT are not responsible for compensating PROSPECT’S real estate broker or salesman (i.e. the buyer’s broker) since PROSPECT is solely responsible for paying such compensation.

5. PROSPECT shall indemnify and hold SELLER and AGENT harmless from any liability, claims, damages and loss including reasonable attorney’s fees and costs arising out of or in connection with any misrepresentation or breach of warranty regarding the statements set forth above.

PROSPECTIVE PURCHASER

______(Name)

______(Signature)

Date: ______

PURCHASER’S BROKER

______(Name)

______(Signature)

Date: ______

COLLIERS BENNETT & KAHNWEILER INC.

1 PROSPECTIVE PURCHASER’S REPRESENTATION AND WARRANTY AGREEMENT

______Date: ______Prospective Purchaser’s Agent (the “PROSPECTIVE PURCHASER’S AGENT”) represents and warrants:

1. That PROSPECTIVE PURCHASER’S AGENT has been informed that COLLIERS BENNETT & KAHNWEILER INC. (“CB&K”) is the exclusive agent for DuPage Properties Venture (the “SELLER”) of the property described in the Offering Package and known as the Butterfield Center for Business and Industry, Units III and VI (“the PROPERTY”).

2. PROSPECTIVE PURCHASER’S AGENT also acknowledges that any commissions or other compensation that may become due in connection with the negotiation of the sale of the PROPERTY herein are limited by the terms of the Exclusive Agency Agreement between SELLER and CB&K and that PROSPECTIVE PURCHASER’S AGENT has no rights arising our of that Agreement.

3. PROSPECTIVE PURCHASER’S AGENT also acknowledges that information given to CB&K by PROSPECTIVE PURCHASER’S AGENT may be disclosed to SELLER.

4. There are no third party benefit rights. The Agreement shall create no rights or benefits in persons who are not parties to the Exclusive Agency Agreement.

5. PROSPECTIVE PURCHASER’S AGENT shall look solely to Prospective Purchaser (the “PROSPECT”) for any commission or other compensation with respect to the sale, leasing or build to suit for the PROPERTY.

6. SELLER and CB&K are not responsible for compensating PROSPECT’S real estate broker or salesman (i.e. the buyer’s broker) since PROSPECT is solely responsible for paying such compensation.

7. PROSPECT shall indemnify and hold SELLER and CB&K harmless from any liability, claims, damages and loss including reasonable attorney’s fees and costs arising out of or in connection with any misrepresentation or breach of warranty regarding the statements set forth above.

PROSPECTIVE PURCHASER’S AGENT:

______(Name of Agent)

______(Signature)

Date: ______