0001047469-03-026665 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • August 8th, 2003 • Cornerstone Realty Fund LLC • Operators of nonresidential buildings • California

This Escrow Agreement (“Agreement”) is entered into as of __________, 2003 by and among U.S. Bank National Association (the “Escrow Agent”), Cornerstone Realty Fund, LLC, a California limited liability company (the “Fund”) and Pacific Cornerstone Capital, Incorporated, a California corporation (the “Dealer Manager”).

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PARTICIPATING BROKER AGREEMENT
Participating Broker Agreement • August 8th, 2003 • Cornerstone Realty Fund LLC • Operators of nonresidential buildings

Cornerstone Realty Fund, LLC, a California limited liability company (the “Fund”), and its managing member, Cornerstone Industrial Properties, a California limited liability company (“Managing Member”), propose to offer and sell to selected persons or entities acceptable to the Managing Member, upon the terms and subject to the conditions set forth in the enclosed Prospectus, up to 74,000 units of limited liability company interests relating to the Fund (“Units”) aggregating a maximum of $37,000,000, in the minimum number of five Units (two Units for Tax-Qualified Retirement Plans), and to enter into the Operating Agreement in the form included in such Prospectus as Exhibit “A” (the “Operating Agreement”) with such persons or entities.

DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • August 8th, 2003 • Cornerstone Realty Fund LLC • Operators of nonresidential buildings

Cornerstone Realty Fund, LLC, a California limited liability company (the “Fund”), and its managing member, Cornerstone Industrial Properties, LLC, a California limited liability company (the “Managing Member”), propose to offer and sell to selected persons or entities acceptable to the Managing Member, upon the terms and subject to the conditions set forth in the enclosed Prospectus, up to 74,000 units of limited liability company interest (“Units”) aggregating a maximum of $37,000,000, and to enter into the Operating Agreement in the form included in such Prospectus as Exhibit “A” (“Operating Agreement”) with such persons or entities.

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