CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (this "Agreement") is made and agreed to by you (the "Reviewer") in favor of Antares Real Estate Advisors LLC, together with its affiliates (collectively "Antares") in connection with a potential investment (the "Transaction") by Reviewer in Antares Fund II LP (the "Fund"). The Reviewer understands that Antares is prepared in connection with the Transaction, to furnish to the Reviewer certain information (the "Information"), which is confidential, proprietary to Antares or otherwise not generally available to the public, to assist the Reviewer in making a determination as to its evaluation of its participation in the Transaction. The Information includes, among other things, documents, files, reports and other written or electronic information and data relating to the Fund and the proposed Transaction and will also include any discussions between Antares and the Reviewer, each regarding the Fund and the proposed Transaction. By accessing the Information provided on this site, the Reviewer agrees as follows: 1. Nondisclosure of Information The Information shall (a) be kept confidential by the Reviewer and (b) not be used other than in connection with the Reviewer's evaluation of Products and the proposed Transaction. The Reviewer may, however, disclose the Information to any of its directors, officers, employees, agents, partners or representatives, including without limitation any accountants, attorneys and financial advisors ("Representatives"), but only if such Representatives reasonably need to know the Information in connection with the Reviewer's evaluation of the Fund and the proposed Transaction. The Reviewer shall (i) inform each of its Representatives receiving the Information of the confidential nature of the Information and of this Agreement, (ii) direct its Representatives to treat the Information confidentially and not to use it other than in connection with the evaluation of the Fund and (iii) be responsible for any improper use of the Information by the Reviewer or its Representatives. 2. Notice Preceding Compelled Disclosure If the Reviewer or any of its Representatives is requested to disclose any Information, the Reviewer shall promptly notify the Antares to permit Antares to seek a protective order to take other appropriate action. The Reviewer also shall cooperate in Antares' efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the Information. If, in the absence of a protective order, the Reviewer or any of its Representatives is compelled as a matter of law to disclose the Information, the Reviewer may disclose to the party compelling disclosure only the part of the Information as is required by law to the disclosed (in which case, prior to such disclosure, the Reviewer shall advise and consult with Antares, and its counsel as to such disclosure and the nature and wording of such disclosure) and the Reviewer shall use its reasonable best efforts to obtain confidential treatment therefore. 3. Treatment of Information The Reviewer shall refrain from making any reproductions, other than handwritten summaries or notes and self-generated computer records, of any item of the Information, without the prior written consent of Antares. If the Reviewer elects not to participate in the Transaction, the Reviewer and its Representatives will return to Antares all tangible Information that has been provided to the Reviewer and will destroy/delete (or, at its option, deliver to Antares) all summaries, notes, studies, compilations, or written or electronic copies and records that reflect any of the Information prepared by the Reviewer or any of its Representatives. That destruction/deletion (or return/delivery) will be confirmed in writing to Antares if so requested by Antares. Any Information not so destroyed/deleted (or returned/delivered) will remain subject to this Agreement. Antares may at any time request, and the Reviewer undertakes promptly to return or destroy the Information, including all summaries, notes, studies, compilations, or other documents that reflect any of the Information prepared by the Reviewer or Representatives, and to confirm such destruction in writing to Antares if so requested by Antares. 4. Public Information The confidentiality provisions of this Agreement will not apply to such portions of the Information that (a) are or become generally available to the public through no action by the Reviewer or Representatives or (b) are or become available to the Reviewer on a non-confidential basis from a source, other than Antares, that the Reviewer believes, after reasonable inquiry, is not prohibited from disclosing such portions to the Reviewer by a contractual, legal or fiduciary obligation. 5. Indemnity The Reviewer shall indemnify Antares, and hold it harmless against any and all claims, causes of action, demands, liabilities, damages, costs and expenses of any kind or nature (including, without limitation, all attorneys' fees and costs before and at trial and at all appellate levels, as the case may be, and any claim by any party (including the Reviewer or its Representatives) of any right to any brokerage commission or fee or similar fee) incurred by, or on behalf of, Antares directly, or indirectly, arising out of, or as a result of, the use or disclosure of the Information by the Reviewer, any of its affiliates or any of their respective Representatives, other than as expressly permitted by the terms hereof, or any breach or violation of any representation, warranty or agreement herein. 6. Debtor Contact The Reviewer shall not communicate with any borrower, debtor, guarantor, appraiser or other obligor, accountant or attorney, or any other person or party, including any tenant, managing or leasing agent, environmental or engineering consultant, connected with, related to, or whose name is obtained from the Information with respect to the Fund or the Transaction. 7. Representations and Warranties: Release from Liability The Reviewer acknowledges that Antares makes no representation or warranty as to the accuracy or completeness of the Information. The Reviewer agrees that Antares shall not have any liability to the Reviewer, or any of its affiliates or their respective Representatives, relating to or resulting from use of the Information. In furtherance of the foregoing, the Reviewer hereby releases Antares from any and all liabilities to the Reviewer, its affiliates or their respective Representatives relating to or resulting from the use of the Information, regardless of when such liabilities may arise. 8. Covenants The Reviewer covenants not to use the Information to the detriment of Antares and to use it only in connection with its consideration of its participation in the Transaction. Furthermore in connection with the Transaction, the Reviewer covenants to work exclusively through Antares. The Reviewer further agrees that it will not propose, offer, provide or arrange any financing or any purchase to any party other than Antares with respect to the Fund. 9. Entire Agreement This Agreement supersedes all other agreements relating to the Information which have previously been executed by the Reviewer in favor of Antares. 10. Amendments, Changes and Modifications This Agreement may be amended only by written instrument. 11. Severability The invalidity or unenforceability of any one or more phrases, sentences, paragraphs or Sections in this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement or any part thereof. 12. General Provisions Section and paragraph headings are not to be considered part of this Agreement. No failure or delay in exercising any right hereunder will operator as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. Money damages would not be a sufficient remedy for any violation of the terms of the Agreement and, accordingly, Antares shall be entitled to specific performance and injunctive relief as remedies for any violation, in addition to all other remedies available at law or equity. The Reviewer consents to personal jurisdiction in any action brought in any federal or state court within the State of New York having subject matter jurisdiction in the matter for purpose of any action arising out of this Agreement. This Agreement will be governed by and construed in accordance with laws of the State of New York (without giving effect to the principles of conflict of laws thereof, other than the principles set forth in Section 5-1401 of the General Obligations Law of the State of New York).

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