Exhibit #10.45

                             ASSIGNMENT OF CONTRACT

         THIS ASSIGNMENT OF CONTRACT  ("Assignment") is made and entered into as
of July 28,  2000 by and  between EOP - San Rafael  Corporate  Center  Investor,
L.L.C.,  a Delaware  limited  liability  company  ("Assignor")  and,  San Rafael
Corporate Center, LLC, a Delaware limited liability company ("Assignee").

         WHEREAS,  Assignor f/k/a San Rafael Corporate  Center,  L.L.C.  entered
into that certain Purchase  Agreement with Fair,  Isaac and Company,  Inc. dated
June 28, 2000 (the  "Contract") for  approximately  12.9 acres of land, known as
the Lindaro  Office Park site located in the City of San Rafael,  Marin  County,
California (the "Property"); and

         WHEREAS,  Assignor  wishes to  assign,  and  Assignee  wishes to accept
assignment of, all of Assignor's rights and obligations under the Contract.

         NOW THEREFORE,  for and in  consideration of the payment by Assignee to
Assignor  of the sum of Ten  ($10.00)  Dollars,  the mutual  promises  contained
herein,  and  other  good and  valuable  consideration,  the  receipt  and legal
sufficiency  of which are  hereby  acknowledged,  the  parties  hereby  agree as
follows:

         1. Assignment.  Subject to the terms and conditions of this Assignment,
Assignor hereby assigns, transfers and conveys, without recourse, representation
or  warranty  all of its  right,  title  and  interest  in and to the  Contract,
including  all  right,  title  and  interest  it may have in and to the  Initial
Deposit (as defined in the  Contract)  deposited  by Assignor as Buyer under the
Contract,  and Assignee  hereby  assumes all  obligations  of Assignor under the
Contract.

         2. Indemnity.  Assignee shall indemnify,  defend and hold Assignor, its
affiliates, and all of their officers, directors, managers, partners and agents,
harmless from and against any and all claims,  liabilities,  damages, judgments,
costs and expenses (including  reasonable attorneys' fees) which arise under, in
connection with or with respect to the Property and the Contract,  regardless of
whether any such claims,  liabilities,  damages,  judgments,  costs and expenses
relate to the period prior to or subsequent to the date of this Assignment.

         3. Representations and Warranties.  Assignee acknowledges that Assignor
makes no  representations  or  warranties  with  respect  to the  Property,  and
Assignee waives all claims against  Assignor,  its affiliates,  and all of their
officers,  directors,  managers, partners and agents, in connection with or with
respect  to the  Property  and the  Contract.  Notwithstanding  anything  to the
contrary in this Assignment,  Assignor  represents and warrants to Assignee that
it has not assigned  its interest in the Contract or the Initial  Deposit to any
person or entity other than Assignee.

         4.  Counterparts.  This  Assignment  may be  executed  in  one or  more
counterparts and all such counterparts shall be treated as one Assignment.





IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the date
first written above.
                                              
                                                 ASSIGNEE:
  ASSIGNOR:
                                                 SAN RAFAEL CORPORATE CENTER,
  EOP - SAN RAFAEL CORPORATE                     LLC, a Delaware limited liability company
  CENTER INVESTOR, L.L.C., a Delaware
  limited liability company                      By: WILSON/EQUITY OFFICE, LLC, a
                                                 Delaware limited liability company
  By: EOP Operating Limited Partnership,
      a Delaware limited partnership                 By: Wilson Investors, LLC, a Delaware
                                                     limited liability company, a Member
      By: Equity Office Properties Trust,
      a Maryland real estate investment                 By:  __________________________
      trust, its sole general partner                   Name: William Wilson
                                                        Title:  Manager

      By: _________________________________          By: EOPMC Investor, L.L.C., a
      Name: _______________________________          Delaware limited liability company,
      Title: ______________________________          a Member

                                                        By: Equity Office Properties Management Corp.,
                                                        a Delaware corporation, its Member Manager

                                                        By:
                                                        Name:
                                                        Title:


                                                 By: EOP - SAN RAFAEL CORPORATE
                                                 CENTER INVESTOR, L.L.C., a Delaware
                                                 limited liability company

                                                     By: EOP Operating Limited Partnership,
                                                     a Delaware limited partnership

                                                       By: Equity Office  Properties  Trust,
                                                       a Maryland real estate  investment  trust,
                                                       its sole general partner


                                                     By: _________________________________
                                                     Name: _______________________________
                                                     Title: ______________________________




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