Contract

Exhibit 99.2

     On March 19, 2008, Arizona Land Income Corporation, an Arizona corporation (“AZL”), and POP Venture, LLC, a Delaware limited liability company (“Venture”), consummated the transactions (the “Transactions”) contemplated by that certain Master Formation and Contribution Agreement, dated as of October 3, 2006, as amended (the “Master Agreement”). As part of the Transactions, in order to effect a change in AZL’s state of incorporation, AZL merged with and into its wholly-owned subsidiary (the “Reincorporation”), Pacific Office Properties Trust, Inc., a Maryland corporation (“POPT”), with POPT as the surviving corporation. As contemplated by the Master Agreement, substantially all of the assets and certain liabilities of AZL and substantially all of the commercial real estate assets and related liabilities of Venture were contributed to a newly formed umbrella partnership, Pacific Office Properties, L.P., a Delaware limited partnership (the “Operating Partnership” or “UPREIT”), in which POPT and Venture became the sole general partner and a limited partner in the UPREIT, respectively. The commercial real estate assets of Venture contributed to the UPREIT consisted of eight office properties and a 7.5% joint venture interest in one office property, including rights to manage its day-to-day operations, comprising approximately 2.4 million square feet of rentable area in the Honolulu, San Diego and Phoenix metropolitan areas (the “Contributed Properties”).

     It was determined that the commercial real estate assets contributed by Venture were not under common control. Therefore, in accordance with Statement of Financial Accounting Standard No. 141, Business Combinations, the entity with the largest equity balance in the UPREIT following the Transactions, Waterfront Partners OP, LLC (“Waterfront”), was designated as the acquiring entity in the business combination for financial accounting purposes.

     The unaudited pro forma condensed consolidated statement of operations of POPT for the twelve months ended December 31, 2007 are derived from the financial statements of AZL, Waterfront and an aggregation for accounting purposes of the combined ownership and operations of seven wholly-owned office properties and a 7.5% minority interest in one office property (the “Combined Entities”). Also included are the pro forma equity of POPT, through the Operating Partnership, in losses of a 32.167% managing ownership interest in the “POP San Diego I Joint Venture,” which is comprised of an aggregation for accounting purposes of the combined ownership and operations of seven commercial office buildings located in San Diego, as described below. The investment in the POP San Diego I Joint Venture is accounted for under the equity method of accounting, as if POPT had acquired the ownership interest on January 1, 2007.

     The unaudited pro forma condensed consolidated statement of operations of POPT for the six months ended June 30, 2008 are derived from the financial statements of AZL, Waterfront and the Combined Entities for the period from January 1, 2008 through March 19, 2008 and the consolidated results of operations of POPT for the period from March 20, 2008 through June 30, 2008 and the equity of POPT in losses of a 32.167% managing ownership interest in the POP San Diego I Joint Venture, as if POPT had acquired the ownership interest on January 1, 2008.

     XXXX’s unaudited pro forma condensed consolidated statements of operations are presented for informational purposes only and should be read in conjunction with the historical combined financial statements included in the AZL Proxy Statement filed with the SEC on December 13, 2007 and the financial statements included in the POPT Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. The adjustments to POPT’s pro forma condensed consolidated financial statements are based on available information and assumptions that POPT considers reasonable. XXXX’s pro forma condensed consolidated financial statements do not purport to (1) represent the results of XXXX’s operations that would have actually occurred had the transactions occurred on January 1, 2007 or January 1, 2008, or (2) project POPT’s results of operations for any future period, as applicable.

     The acquisition of a 32.167% managing ownership interest in the POP San Diego I Joint Venture took place in three separate transactions. XXXX has determined that the three acquisitions, although individually insignificant, are related and significant in the aggregate. A more detailed description of each of these three acquisitions is as follows:

     On April 30, 2008, following the exercise of an option granted to POPT by Venture and its affiliates as part of the Transactions (the “Option”), POPT consummated the acquisition through the Operating Partnership of a 32.167% managing ownership interest in POP San Diego I Joint Venture, which held a portfolio of three commercial office buildings totaling approximately 54,000 rentable square feet located in San Diego, California. POPT acquired the ownership interest pursuant to the Option and assumed the rights and obligations of Xxxxxxx West Investment Partners, L.P., a California limited partnership (“SWIP”), an affiliate of The Xxxxxxx Group under a previously executed purchase and sale agreement. The acquisition price for the ownership interest was $2.6 million. POPT’s purchase price was funded by issuing approximately 396,500 common units of the UPREIT (the “Common Units”). The Common Units were valued at $6.5589 per unit. POPT accounted for the issuance of the Common Units in accordance with EITF No. 99-12.

     On May 30, 2008, the POP San Diego I Joint Venture consummated the acquisition of two commercial office buildings totaling approximately 49,000 rentable square feet located in San Diego, California (the “Scripps Ranch Business Park”). Pursuant to the terms of the Option, the POP San Diego I Joint Venture assumed the rights and obligations of SWIP under the purchase and sale agreement. The POP San Diego I Joint Venture acquired the Scripps Ranch Business Park for approximately $2.8 million in cash, including customary closing costs, and the assumption of approximately $5.3 million of existing mortgage indebtedness.

     On June 19, 2008, the POP San Diego I Joint Venture acquired two commercial office buildings totaling approximately 81,000 rentable square feet located in San Diego, California. Pursuant to the terms of the Option, the POP San Diego I Joint Venture assumed the rights and obligations of SWIP, under the respective purchase and sale agreements. The acquisition price for such buildings was approximately $19.15 million including assumption of approximately $12.7 million of mortgage debt and customary closing costs. POPT funded its portion of the purchase price with the Operating Partnership issuing approximately 327,000 Common Units. The Common Units were valued at $6.8107 per unit. POPT accounted for the issuance of Common Units in accordance with EITF No. 99-12. The remaining $4.2 million is primarily comprised of $3.7 million in cash paid by other members of the POP San Diego I Joint Venture.

Pacific Office Properties Trust, Inc.
Pro Forma Condensed Consolidated Statement of Operations
For the twelve months ended December 31, 2007
(in thousands, except share and per share data)
(unaudited)

																						PRO FORMA
		ARIZONA																				ACQUISITION
		LAND												ACQUISITION OF				OTHER PRO				OF POP				CONSOLIDATING
		INCOME								COMBINED				COMBINED				FORMA				SAN DIEGO I				PRO FORMA				PRO FORMA
		CORP.				WATERFRONT				ENTITIES				ENTITIES				ADJUSTMENTS				PORTFOLIO (H)				ADJUSTMENTS				CONSOLIDATED
Revenue:
Rental		$	—			$	12,505			$	26,403			$	2,326	(A)		$	—			$	—			$	—			$	41,234
Tenant reimbursements			—				4,922				5,525				—				—				—				—				10,447
Parking			—				2,569				14,338				—				—				—				—				16,907
Interest and other			237				164				547				—				—				—				—				948
Total revenue			237				20,160				46,813				2,326				—				—				—				69,536
Operating Expenses:
Rental property operating			—				14,859				25,694				—				—				—				—				40,553
Interest			—				7,227				22,431				(4,717	)(C)			840	(D)			—				—				25,781
Depreciation and amortization			—				4,272				12,304				4,848	(B)			—				—				—				21,424
Early lease termination costs, net			—				1,538				—				—				—				—				—				1,538
AZL merger transaction costs			132				—				—				—				—				—				(132	)(F)			—
General and administrative			289				390				190				—				—				—				750	(E)			1,619
Total operating expenses			421				28,286				60,619				131				840				—				618				90,915
Income (loss) before equity in net loss of unconsolidated joint ventures, income taxes and minority interests			(184	)			(8,126	)			(13,806	)			2,195				(840	)			—				(618	)			(21,379	)
Equity in net loss of unconsolidated ventures			—				—				(31	)			—				—				(804	)			—				(835	)
Loss before income taxes and minority interests			(184	)			(8,126	)			(13,837	)			2,195				(840	)			(804	)			(618	)			(22,214	)
Income taxes			(500	)			—				—				—				—				—				—				(500	)
Minority interests			—				—				—				(1,166	)			—				—				20,457	(G)			19,291
Net income (loss)		$	(684	)		$	(8,126	)		$	(13,837	)		$	1,029			$	(840	)		$	(804	)		$	19,839			$	(3,423	)
Net loss per common unit — basic and diluted		$	(0.37	)
Pro forma net loss per common share - basic and diluted																														$	(1.13	)
Weighted average number of common shares outstanding — basic and diluted			1,851,125
Pro forma weighted average number of common shares outstanding — basic and diluted																															3,031,125

See introduction and notes to the financial statements

Pacific Office Properties Trust, Inc.
Pro Forma Condensed Consolidated Statement of Operations
For the six months ended June 30, 2008
(in thousands, except share and per share data)
(unaudited)

																		PRO FORMA
																		ACQUISITION
														ACQUISITION OF				OF POP				CONSOLIDATING
		HISTORICAL				ARIZONA LAND				COMBINED				COMBINED				SAN DIEGO I				PRO FORMA				PRO FORMA
		CONSOLIDATED				INCOME CORP.				ENTITIES				ENTITIES				PORTFOLIO (O)				ADJUSTMENTS				CONSOLIDATED
Revenue:
Rental		$	15,502			$	3			$	6,101			$	436	(K)		$	—			$	—			$	22,042
Tenant reimbursements			7,157				—				3,404				—				—				—				10,561
Parking			2,874				—				1,182				—				—				—				4,056
Interest and other			209				18				105				—				—				—				332
Total revenue			25,742				21				10,792				436				—				—				36,991
Operating Expenses:
Rental property operating			15,345				—				5,542				—				—				—				20,887
Interest			9,053				—				4,714				(716	)(M)			—				—				13,051
Depreciation and amortization			8,763				—				2,629				2,584	(L)			—				—				13,976
General and administrative			17,408				323				86				—				—				162	(J)			17,979
Other			143				—				—				—				—				—				143
Total operating expenses			50,712				323				12,971				1,868				—				162				66,036
Loss before equity in net loss of unconsolidated joint ventures and minority interests			(24,970	)			(302	)			(2,179	)			(1,432	)			—				(162	)			(29,045	)
Equity in net loss of unconsolidated joint ventures			(29	)			—				(18	)			—				(518	)			—				(565	)
Loss before minority interests			(24,999	)			(302	)			(2,197	)			(1,432	)			(518	)			(162	)			(29,610	)
Minority interests			18,850				—				—				—				—				5,581	(N)			24,431
Net income (loss)			(6,149	)			(302	)			(2,197	)			(1,432	)			(518	)			5,419				(5,179	)
Priority allocation to preferred unit holders			(493	)			—				—				—				—				—				(493	)
Net income (loss) available to common stockholders — basic and diluted		$	(6,642	)		$	(302	)		$	(2,197	)		$	(1,432	)		$	(518	)		$	5,419			$	(5,672	)
Net loss per common share — basic and diluted		$	(2.19	)
Pro forma net loss per common share - basic and diluted																										$	(1.87	)
Weighted average number of common shares outstanding — basic and diluted			3,031,125
Pro forma weighted average number of common shares outstanding — basic and diluted																											3,031,125

See introduction and notes to the financial statements

Pacific Office Properties Trust, Inc.
Notes to the Unaudited Pro Forma
Condensed Consolidated Financial Statements
(dollars in thousands)

     AZL, Waterfront and the Combined Entities were part of the Transactions. The amounts reflected for these entities are derived from historical financial information. The adjustments in the proceeding columns and explanations below are made to reflect the Transactions and the acquisition of the 32.167% managing ownership interest in the POP San Diego I Joint Venture, as if the acquisitions had occurred on January 1, 2007 and 2008.

1. Adjustments to the unaudited pro forma combined statement of operations for the twelve months ended December 31, 2007.

     (A) Represents the amortization into rental income of the purchase accounting adjustments related to the Transactions allocated to below-market rent leases.

     (B) Represents the additional depreciation expense and amortization of intangibles as a result of the purchase accounting adjustments related to the Transactions. These amounts were determined based on management’s evaluation of the estimated useful lives of real estate properties and the intangibles. The following useful lives were used to determine the pro forma adjustments. Management considered the length of time a real estate property had been in existence, the maintenance history as well as anticipated future maintenance, and any contractual stipulations that might limit the useful life, in determining the lives.

Building and improvements		18 to 46 years
Tenant improvements		Remaining lease term
Furniture, fixtures, and equipment		3 to 7 years
Lease intangibles		Remaining lease term

     (C) Represents the elimination of interest expense related to the Xxxxxxxx Center (formerly known as City Center) loan that was not assumed in the Transactions.

     (D) Represents twelve months of interest expense on the $12,000 note payable to Venture relating to the acquisition of the City Square property.

     (E) Represents the base management fee, net of direct costs as defined, paid to Pacific Office Management, Inc., the external advisor of the Company and the Operating Partnership.

     (F) Represents the elimination of transaction costs incurred by XXX.

     (G) Represents the minority interests in the net loss of the Operating Partnership. Minority interest is calculated by multiplying loss before minority interests, excluding $500 in income tax expense because the entity is no longer expected to incur income tax, by 82.5%, which represents the weighted average of the Common Units as if outstanding from January 1, 2007.

     (H) Management has recorded entries in the accompanying unaudited pro forma condensed consolidated financial statements to reflect its investment in a joint venture in which POPT, through the Operating Partnership, has a 32.167% managing ownership interest. Revenues and certain expenses of the POP San Diego I Joint Venture are based on the audited combined statement of revenues and certain expenses for the twelve months ended December 31, 2007 and management’s estimate of depreciation and amortization expense, interest expense and management fees for that same period. XXXX’s share of the equity in net loss of POP San Diego I Joint Venture, through the Operating Partnership, for the twelve months ended December 31, 2007 is as follows:

Revenues in excess of certain expenses		$	3,007
Depreciation and amortization			(2,900	)
Interest expense (Note 3)			(2,442	)
Management fees			(165	)
Net loss			(2,500	)
Ownership interest percentage			32.167	%
Equity in net loss		$	(804	)

2. Adjustments to the unaudited pro forma combined statement of operations for the six months ended June 30, 2008.

     (J) Represents the base management fee paid to Pacific Office Management, Inc., the external advisor of the Company and the Operating Partnership.

     (K) Represents the amortization into rental income of the purchase accounting adjustments related to the Transactions allocated to below-market rent leases.

     (L) Represents the additional depreciation expense and amortization of intangibles as a result of the purchase accounting adjustments related to the Transactions. These amounts were determined based on management’s evaluation of the estimated useful lives of real estate properties and the intangibles. The following useful lives were used to determine the pro forma adjustments. Management considered the length of time a real estate property had been in existence, the maintenance history as well as anticipated future maintenance, and any contractual stipulations that might limit the useful life, in determining the lives.

Building and improvements		18 to 46 years
Tenant improvements		Remaining lease term
Furniture, fixtures, and equipment		3 to 7 years
Lease intangibles		Remaining lease term

     (M) Represents the elimination of $926 interest expense related to the Xxxxxxxx Center (formerly known as City Center) loan that was not assumed in the Transactions, partially offset by $210 interest expense on $12 million in unsecured notes payble.

     (N) Represents the minority interests in the net loss of the Operating Partnership. Minority interest is calculated by multiplying loss before minority interests by 82.5%, which represents the weighted average of the Common Units as if outstanding from January 1, 2008.

     (O) Management has recorded entries in the accompanying unaudited pro forma condensed consolidated financial statements to reflect its investment in a joint venture in which POPT, through the Operating Partnership, has a 32.167% managing ownership interest. Revenues and certain expenses of the POP San Diego I Joint Venture are based on the unaudited combined statement of revenues and certain expenses and management’s estimates of depreciation and amortization expense, interest expense and management fees for those same periods. XXXX’s share of the equity in net loss of POP San Diego I Joint Venture, through the Operating Partnership, for the six months ended June 30, 2008 is as follows:

Revenues in excess of certain expenses		$	1,214
Depreciation and amortization			(1,450	)
Interest expense (Note 3)			(1,217	)
Management fees			(70	)
Net loss			(1,523	)
Ownership interest percentage			32.167	%
Equity in net loss			(490	)
Equity in net income, as reported			28
Pro forma adjustment		$	(518	)

3. Calculation of interest expense for the six months ended June 30, 2008 and twelve months ended December 31, 2007.

										For the six				For the twelve
										months ended				months ended
		Principal				Fixed Rate				June 30, 2008				December 31, 2007
Carlsbad B		$	1,929				5.58	%		$	54			$	108
Palomar Heights			10,752				5.58	%			299				600
Scripps			5,283				5.44	%			143				287
Torrey Carlsbad A&C			10,750				6.25	%			335				672
HAR-XXXX Mezz, LLC			4,250				12.00	%			254				510
		$	32,964							$	1,085			$	2,177
Loan fee amortization											69				139
Debt premium amortization											63				126
Total interest expense										$	1,217			$	2,442

4. Pro Forma Balance Sheet.

     The investment in the POP San Diego I Joint Venture is included in POPT’s condensed consolidated balance sheet as of June 30, 2008 filed in POPT’s Quarterly Report on Form 10-Q. Therefore no pro forma balance sheet is presented herein.