SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY PROPERTIES OFFICE FUND II, L.P.

1.	Capitalized Terms.  All capitalized terms used herein but not defined herein shall

2.            Capital Commitment.  The Partners have agreed to increase the Capital Commitment by a total of Twenty Million Dollars ($20,000,000.00) to be funded seventy percent (70%) by TRST ($14,000,000) and thirty percent (30%) by Parkway ($6,000,000).  This increase in the Committed Capital is being provided for the acquisition and improvement of the property being acquired in connection with the Hayden Ferry Acquisition and Capital Contributions of such increased Committed Capital may only be used for permitted purposes under the Partnership Agreement, as amended, directly in connection with the Hayden Ferry Acquisition.

3.            Hayden Ferry Acquistion.  The Investment Period shall be extended for the sole purpose of including the closing of the Hayden Ferry Acquisition.

4.            Conflicts.  In recognition of TRST's increase of its Capital Commitment, the General Partner makes the representations, warranties and other statements in Section 14.4(b) of the Partnership Agreement with respect to TRST's increased Capital Commitment.  For the purpose of such representations, warranties and other statements, Exhibit E of the Partnership Agreement is hereby deleted and shall be replaced in its entirety with Exhibit E attached hereto.

5.            Exhibit F.  Exhibit F of the Partnership Agreement is hereby deleted and shall be replaced in its entirety with Exhibit F attached hereto.

6.            No Other Amendments.  In all other respects the Partnership Agreement shall remain in full force and effect as executed by the Partners. Except as expressly stated in this Amendment, all other terms and provisions of the Partnership Agreement shall apply to the Hayden Ferry Acquisition.

7.            Facsimile/PDF Signatures.  In order to expedite the execution of this Amendment, telecopied or PDF signatures may be used in place of original signatures on this Amendment.  Partners intend to be bound by the signatures on the telecopied or PDF document, are aware that the other party will rely on such signatures, and hereby waive any defenses to the enforcement of the terms of this Amendment based on the form of signature.

8.            Counterparts.  This Amendment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.

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