Exhibit 10.1

CORNERSTONE CORE PROPERTIES REIT, INC.

DEALER MANAGER AGREEMENT

Up to 77,350,000 Shares of Common Stock

Pacific Cornerstone Capital, Incorporated

1920 Main Plaza, Suite 400

Irvine, California 92614

Dear Sirs:

Cornerstone Core Properties REIT, Inc., a Maryland corporation (the “ Company ”), is registering for public sale a maximum of 77,350,000 shares of its common stock, $0.001 par value per share, (the “ Shares ”), to be issued and sold for an aggregate maximum purchase price of $610,360,000 (56,250,000 Shares to be offered to the public in a primary offering with an aggregate maximum purchase price of $450,000,000 (the “Primary Offering”) and 21,100,000 Shares to be offered pursuant to the Company's distribution reinvestment plan with an aggregate maximum purchase price of $160,360,000 (“ DRP ”)). The Shares are to be sold to selected persons or entities acceptable to the Company, upon the terms and subject to the conditions set forth in the enclosed Prospectus.

The Company hereby invites you, Pacific Cornerstone Capital, Inc., a California corporation (the “ Dealer Manager ”), to become the dealer manager in connection with the offer and sale of the Shares. By your acceptance hereof, you agree to act in such capacity and to use commercially reasonable efforts to find purchasers for the Shares in accordance with the terms and conditions of the Prospectus (defined below) and this dealer manager agreement (the “ Agreement ”), but with no obligation or understanding, express or implied, that you are making a commitment to purchase or sell the Shares. You agree to use commercially reasonable efforts to find purchasers of Shares both directly and indirectly through a selling group consisting of participating brokers (the “ Participating Brokers ”) with whom you shall contract pursuant to a participating broker agreement substantially in the form attached as Attachment 1 hereto (the “ Participating Broker Agreement ”) or such other form as may be requested by a Participating Broker provided the consent of the Company is obtained for the use of such form.

Accompanying this Agreement is a copy of the Prospectus and the Supplemental Material (defined below) prepared by the Company for use in conjunction with the offer and sale of the Shares. You are not authorized to use any solicitation material other than that referred to in this section, which material has been furnished by the Company.

Except as described in the Prospectus or in Sections 3(f) and (g) hereof, the Shares are to be sold for a per Share cash price as follows:

* For a period of six years following the date of purchase, an additional $0.10 per share will be deducted annually from cash distributions otherwise payable to the purchaser and will be used to pay deferred commissions.

(a)           The Company has prepared and filed with the Securities and Exchange Commission (the “ SEC ”) a registration statement (Registration No. 333-155640) for the registration of the Shares under the Securities Act of 1933, as amended (the “ Securities Act ”), and the applicable rules and regulations promulgated thereunder. Copies of such registration statement as initially filed and each amendment thereto have been or will be delivered to the Dealer Manager. The registration statement and the prospectus contained therein, as finally amended at the effective date of the registration statement, are respectively hereinafter referred to as the “ Registration Statement ” and the “ Prospectus ,” except that if the Company files a prospectus or prospectus supplement pursuant to Rule 424(b) under the Securities Act, or if the Company files a post-effective amendment to the Registration Statement, the term “Prospectus” includes the prospectus filed pursuant to Rule 424(b) or the prospectus included in such post-effective amendment. The term “ Preliminary Prospectus ” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A under the Securities Act included at any time as part of the Registration Statement.

(b)           On the date that any Preliminary Prospectus was filed with the SEC, on the effective date of the Registration Statement, on the date of the Prospectus, and when any post-effective amendment to the Registration Statement becomes effective or any amendment or supplement to the Prospectus is filed with the SEC, the Registration Statement, each Preliminary Prospectus and the Prospectus, as applicable, including the financial statements contained therein, complied or will comply with the Securities Act and the applicable rules and regulations promulgated thereunder. On the effective date, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. On the date of the Prospectus, as amended or supplemented, as applicable, the Prospectus did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing provisions of this Section 1(b) will not extend to such statements contained in or omitted from the Registration Statement or the Prospectus, as amended or supplemented, as are primarily within the knowledge of the Dealer Manager or any of the Participating Brokers and are based upon information furnished by the Dealer Manager in writing to the Company specifically for inclusion therein.

(c)           All additional written, audio or audio-visual material, including an investment summary, audio tape, video tape and internet site prepared by the Company for use in conjunction with the offer or sale of the Shares (“ Supplemental Material ”) will be distributed by the Company only in full compliance with the requirements of the Act (including, without limitation, the requirement that such Supplemental Material not be delivered to any prospective purchaser unless accompanied or preceded by a Prospectus), and at the time the Registration Statement is declared effective and at all times subsequent thereto up to and including the Offering Termination Date (as defined in Section 5 below), such Supplemental Material has not contained and will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d)           No order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for that purpose are pending, threatened, or, to the knowledge of the Company, contemplated by the SEC; and to the knowledge of the Company, no order suspending the offering of the Shares in any jurisdiction has been issued and no proceedings for that purpose have been instituted or threatened or are contemplated.

(e)           The Company intends to use the funds received from the sale of the Shares as set forth in the Prospectus.

(f)            The Company has obtained an opinion of DLA Piper LLP (US) confirming that, the Company has qualified for taxation as a REIT commencing with the taxable year ended December 31, 2006.  The conditions on which the opinion was issued were met at the time of such issuance and will continue to exist during the Offering Period unless the board of directors of the Company determines that qualification as a REIT is no longer in the best interests of the Company, in which case the Company will promptly provide the Dealer Manager notice of such determination.

(g)           The accounting firm that has certified or shall certify the financial statements filed and to be filed with the SEC as part of the Registration Statement and the Prospectus is a registered public accounting firm, as required by the Act and the rules and regulations promulgated thereunder.

(h)           The Company is a corporation duly organized under the laws of the State of Maryland, is validly existing as a corporation under such laws and has power and authority to conduct business as described in the Prospectus under the laws of the State of Maryland and every other jurisdiction in which it conducts business or owns or leases property.

(i)             The Company has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Company has duly authorized, executed and delivered this Agreement.

(j)            This Agreement is a valid, legal, and binding agreement of the Company enforceable in accordance with its terms, except to the extent that the enforceability of the indemnity provisions contained in Section 8 hereof may be limited under applicable securities laws and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally.

(k)           The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the compliance with the terms of this Agreement by the Company will not conflict with or constitute a default or violation under any charter, by-law, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company.

(l)             No further consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Company of this Agreement or the issuance and sale by the Company of the Shares, except such as may be required under the securities laws of certain states, if any, which we have identified to you.

(m)           At the time of the issuance of the Shares, the Shares will have been duly authorized and, upon payment therefor as provided in this Agreement, will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Prospectus.

(n)           At all times subsequent to the date of this Agreement and up to and including the Offering Termination Date (as defined in Section 5 below), the representations and warranties made in this Section l will be true and correct with the same effect as if they had been made on and as of such time, except as may subsequently be disclosed in writing to the Dealer Manager.

As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:

(a)           The Dealer Manager is a member of the Financial Industry Regulatory Authority (“ FINRA ”) in good standing and a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended, and under the securities laws of the states in which the Shares are to be offered and sold. The Dealer Manager and its employees and representatives have all required licenses and registrations to act under this Agreement.

(b)           The Dealer Manager has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Dealer Manager has duly authorized, executed and delivered this Agreement.

(c)           This Agreement is a valid, legal, and binding agreement of the Dealer Manager enforceable in accordance with its terms, except to the extent that the enforceability of the indemnity provisions contained in Section 8 hereof may be limited under applicable securities laws and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally.

(d)           The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the compliance with the terms of this Agreement by the Dealer Manager will not conflict with or constitute a default or violation under any charter, by-law, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Dealer Manager.

(e)            No consent, approval, authorization or other order of any governmental authority is required in connection with the execution, delivery or performance by the Dealer Manager of this Agreement.

(f)            The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any Preliminary Prospectus, or the Prospectus, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(g)           All training and education meetings held by the Dealer Manager will be in compliance with Rule 5110 (i)(2) of the FINRA rules. Dealer Manager will require each Participating Broker to represent that all training and education meetings held by the Participating Broker will be in compliance with Rule 5110(i)(2) of the FINRA rules.

(h)           Dealer Manager will obtain FINRA approval of any sales incentive program developed by the Dealer Manager prior to its implementation. Dealer Manager will require each Participating Broker to represent that all sales incentive and bonus programs designed by the Participating Broker for its registered representatives will comply with the FINRA rules.  For purposes of this Agreement, references to “FINRA rules,” “rules of FINRA” or similar variations, shall include, unless otherwise expressly stated or context otherwise requires, NASD and FINRA rules currently in effect and any successor or subsequent rules adopted by FINRA as part of its consolidated rulebook or otherwise.

(i)             Dealer Manager has established and will maintain, and will require Participating Brokers to establish and maintain, a customer identification program which requires Dealer Manager, or the Participating Broker, as applicable, to (i) verify the identify of any person seeking to purchase the Shares through Dealer Manager, or the Participating Broker, as applicable, to the extent reasonable and practicable, (ii) maintain records of the information used to verify the person's identity and (iii) determine whether the person appears on any lists of known or suspected terrorists or terrorist organizations provided to brokers or dealers by any government agency, in all accordance with the requirements of 31 C.F.R. Section 103.122.

(j)             Dealer Manager has established and will maintain an anti-money laundering compliance program in accordance with applicable laws and regulations, including the USA Patriot Act of 2001, and in accordance with NASD Rule 3011 (or successor FINRA rule) and the related interpretive guidance described in NASD’s IM-3011-1 and IM-3011-2 (or successor FINRA interpretive guidance), and Dealer Manager will require each of the Participating Brokers to establish and maintain such a program.

(a)            The Company hereby appoints the Dealer Manager as its agent and principal distributor during the Offering Period (as defined in Section 3(c)) for the purpose of finding, on a best efforts basis, purchasers for the Shares for cash through the Participating Brokers, all of whom shall be members of FINRA. The Dealer Manager may also arrange for the sale of Shares for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to find purchasers for the Shares on said terms and conditions, commencing as soon as practicable.

(b)           The “ Offering Period ” shall mean that period during which Shares may be offered for sale, commencing on the date the registration was made effective by the SEC, during which period offers and sales of the Shares shall occur continuously in the jurisdictions in which the Shares are registered or qualified or exempt from registration (as confirmed in writing by the Company to the Dealer Manager) unless and until the Offering is terminated as provided herein, except that the Dealer Manager and the Participating Brokers shall suspend or terminate offering of the Shares upon request of the Company at any time and shall resume offering the Shares upon subsequent request of the Company. The Offering Period shall in all events terminate upon the sale of all of the Shares. Upon termination of the Offering Period, the Dealer Manager's agency and this Agreement shall terminate without obligation on the part of the Dealer Manager or the Company except as set forth in this Agreement.

(c)            Except as may be provided in the “Plan of Distribution” section of the Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager selling commissions plus a dealer manager fee as follows (based on a selling price of $8.00 per Share):

If the Dealer Manager, the Participating Broker and the investor agree, the selling commissions can be paid on a deferred basis for Shares sold in the primary offering. In these instances, the Company will sell the Shares at a reduced price as set forth above and pay the Dealer Manager a correspondingly reduced sales commission at the time of sale. The balance of the normal commission would be paid to the Dealer Manager over six years for Shares sold in the primary offering, out of the dividends or other distributions that are declared and paid with respect to the reduced-priced shares sold through the Dealer Manager or Participating Broker. The amount by which by the investor's dividends are reduced in these cases would be paid by the Company as deferred commissions to the Dealer Manager (and by the Dealer Manager to the Participating Brokers for Shares sold by the Participating Brokers).

As an example, investors electing the deferred commission option for Shares purchased in the primary offering will pay, on the date of purchase, $7.52 per Share (which includes a commission of $0.08 per Share). For a period of six years following the date of purchase, an additional $0.08 per Share will be deducted annually from dividends or other cash distributions otherwise payable to the investor and will be used to pay deferred commissions. The net proceeds to the Company will not be affected by the election of the deferred commission option. Under this arrangement, an investor electing the deferred commission option will pay a 1% commission upon subscription, rather than a 7% commission, and an amount equal to a 1% commission per year thereafter for the next six years, or longer if required to satisfy outstanding deferred commission obligations, will be deducted from dividends or other cash distributions otherwise payable to such stockholder. The Company may also use other deferred commission structures, but the Company will not pay total commissions in excess of 7% of the offering price of the Shares.

If at any time prior to the satisfaction of the Company's remaining deferred commission obligations, the Company decides to list its common stock for trading on national securities exchange, or the Company begins a liquidation of its properties, the Company may accelerate the remaining commissions due under the deferred commission option. To the extent that the distributions prior to listing are insufficient to satisfy the remaining commissions due, the obligations of the Company and the investor to pay any further deferred commissions will terminate, and the Dealer Manager and the Participating Brokers will not be entitled to receive any further portion of their deferred commissions following listing of the Company's common stock.

In addition, if an investor that has elected the deferred commission option decides to participate in the Company’s share redemption program or requests that the Company transfer such stockholder’s Shares for any reason prior to the time that the remaining deferred selling commissions have been deducted from such stockholder’s cash distributions, the Company will accelerate the selling commissions due under the Deferred Commission Option as set forth in the Prospectus.

(d)           The Company will also reimburse the Dealer Manager for all items of underwriter compensation referenced in the Prospectus to the extent the Prospectus indicates that they will be paid by the Company, provided that the Company’s reimbursement payments shall not cause (i) total underwriting compensation (excluding reimbursement of bona fide invoiced due diligence expenses) to exceed 10% of gross offering proceeds from the sale of the 56,250,000 shares offered to the public or (ii) total Organization and Offering Expenses (as defined in Article IV of the Company’s charter included as an exhibit to the Registration Statement) to exceed 15% of gross offering proceeds from the sale of the 56,250,000 shares offered to the public.

(e)            In conformity with NASD Conduct Rule 2810(b)(4)(B)(vii) (or successor FINRA rule), the Company will also pay the Dealer Manager for bona fide due diligence expenses of the Dealer Manager and the Participating Brokers, and subject to the terms and conditions, as may be allowed by any subsequent FINRA Rule or Notice to Members.

(f)            As described in the Prospectus, the Dealer Manager agrees to sell Shares in the primary offering to persons identified by the Company as affiliates of the Company.  The purchase price for Shares under this program will be $7.60 per share, reflecting that selling commissions in the amount of $0.40 per Share will not be payable in connection with such sales.  The Dealer Manager agrees to work together with the Company to implement this program and to execute sales under the program according to the procedures agreed upon by the Dealer Manager and the Company.

(g)           In addition, as described in the Prospectus, the Dealer Manager may sell shares to Dealers, their retirement plans, their representatives and the family members, IRAs and the qualified plans of their representatives at a purchase price of $7.60 per share, reflecting that selling commissions in the amount of $0.40 per share will not be payable in consideration of the services rendered by such Dealers and representatives in the Offering.  For purposes of this discount, a family member includes such person’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in law or brother- or sister-in-law.

(a)           A subscription agreement (“ Subscription Agreement ”) must be completed by each person desiring to purchase Shares, or, at Dealer Manager's or Participating Broker's option, by Dealer Manager or Participating Broker on behalf of each such person, and returned by Dealer Manager or Participating Broker together with any other documents that may be required under state securities laws or by the Company, to the Company at 1920 Main Plaza, Suite 400, Irvine, California 92614, Attention: Terry G. Roussel. The Dealer Manager or Participating Broker shall ascertain that the Subscription Agreement has been properly completed in full and signed by the prospective purchaser prior to its return.

(b)           All subscription checks shall be made payable to the order of CORNERSTONE CORE PROPERTIES REIT, INC.   If Dealer Manager or Participating Broker receives a check not conforming to the foregoing instructions, Dealer Manager and/or Participating Broker must return such check directly to the subscriber not later than the end of the next business day following its receipt.  Checks conforming to the foregoing instructions shall be transmitted by Dealer Manager for deposit directly to the Company, at Cornerstone Core Properties REIT, Inc., c/o Phoenix American Financial Services, Inc., 2401 Kerner Boulevard, San Rafael, CA 94901, as soon as practicable but in any event by the