EXHIBIT 10.36




	$74,800,000

	PURCHASE AGREEMENT




	BETWEEN




	BNP LEASING CORPORATION, 

	("BNPLC")

	AND

	3COM CORPORATION,

	 ("3COM")




	EFFECTIVE AS OF OCTOBER 4, 1996

	(Great America Site - Phase I)







This Agreement is being facilitated by the 
following banks:


Banque Nationale 
de Paris
ABN AMRO Bank N.V.






	PURCHASE AGREEMENT

	This PURCHASE AGREEMENT (this "Agreement") is made as of 
October 4, 1996, by 3COM CORPORATION, a California corporation 
("3COM") and BNP LEASING CORPORATION, a Delaware corporation 
("BNPLC").


	R E C I T A L S

	A.      BNPLC is acquiring the land described in Exhibit A 
attached hereto and the improvements and certain fixtures 
located thereon and is leasing the same to 3COM pursuant to 
that certain Lease Agreement (as from time to time 
supplemented, amended or restated, the "Lease") between 3COM 
and BNPLC dated as of the date hereof. (The land described in 
Exhibit A and any and all other real or personal property from 
time to time covered by the Lease and included within the 
"Leased Property" as defined therein are hereinafter 
collectively referred to as the "Property".)

	B.      BNPLC is also concurrently herewith receiving a 
separate environmental indemnity from 3COM pursuant to an 
Environmental Indemnity Agreement (as from time to time 
supplemented, amended or restated, the "Environmental 
Indemnity") between 3COM and BNPLC dated as of the date 
hereof.

	C.      3COM has requested an option to purchase the 
Property, which BNPLC is willing to provide on and subject to 
the terms and conditions set out herein.

	NOW, THEREFORE, in consideration of the above recitals 
and other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties 
agree as follows:

	1.      Definitions.  As used herein, the terms "3COM", 
"BNPLC", "Property", "Lease" and "Environmental Indemnity" 
shall have the meanings indicated above; terms with initial 
capitals defined in the Lease and used but not defined herein 
shall have the meanings assigned to them in the Lease; and the 
terms listed immediately below shall have the following 
meanings:

	"Applicable Purchaser" means any third party designated 
by 3COM to purchase the interest of BNPLC in the Property as 
provided in Paragraph 2(a)(ii) below.

	"Deposit Taker" shall have the meaning assigned to it in 
the Pledge Agreement.

	"Deposit Taker Losses" shall have the meaning assigned to 
it in the Pledge Agreement.

	"Designated Sale Date" means the earlier of:

		(1) the effective date of any termination of 
the Lease by 3COM pursuant to Paragraph 2 thereof;

		(2) any date designated by BNPLC in a written 
notice given by BNPLC to 3COM when an Event of Default by 
3COM is continuing, provided the notice of the date so 
designated is given by BNPLC at least thirty (30) days 
before the date so designated; or

		(3) the first Business Day in November, 2001.

	"Direct Payments to Participants" means the amounts paid 
or required to be paid directly to Participants on the 
Designated Sale Date as provided in Section 6.2 of the Pledge 
Agreement at the direction of and for 3COM by the collateral 
agent appointed pursuant to the Pledge Agreement from all or 
any part of the Collateral described therein.

	"Fair Market Value" means the fair market value of the 
Property on or about the Designated Sale Date (calculated 
under the assumptions, whether or not then accurate, that 3COM 
has maintained the Property in compliance with all Applicable 
Laws [including Environmental Laws]; that 3COM has completed 
the construction of any Improvements which was commenced prior 
to the Designated Sale Date; that all such Improvements are 
self-sufficient in the sense that any easements or offsite 
facilities needed for their use will be available at no 
additional cost to the owner of the Improvements; that 3COM 
has repaired and restored the Property after any damage 
following fire or other casualty; that 3COM has restored the 
remainder of the Property after any partial taking by eminent 
domain; that 3COM has completed any contests of and paid any 
taxes due [other than Excluded Taxes] or other amounts secured 
by or allegedly secured by a lien against the Property other 
than Prohibited Encumbrances; that no conditions or 
circumstances on or about the Property [such as the presence 
of an endangered species] is discovered that will impede the 
use or any development of the Property permitted by the Lease; 
that any use or development of the Property as permitted by 
the Lease will not be hindered or delayed because of the 
limited availability of utilities or water; that without undue 
cost or delay any purchaser paying fair market value for the 
Property can obtain any necessary permits or licenses needed 
to use the Property for the purposes permitted by the Lease; 
and that 3COM has cured any title defects affecting the 
Property other than Prohibited Encumbrances, all in accordance 
with the standards and requirements of the Lease as though the 
Lease were continuing in force) as determined by an 
independent MAI appraiser selected by BNPLC, which appraiser 
must have five (5) years or more experience appraising similar 
properties in northern California.

	"Qualified Deposit Taker" means one of the fifty largest 
(measured by total assets) U.S. banks, or one of the one 
hundred largest (measured by total assets) banks in the world, 
with debt ratings of at least (i) A- (in the case of long term 
debt) and A-1 (in the case of short term debt) or the 
equivalent thereof by Standard and Poor's Corporation, and 
(ii) A (in the case of long term debt) and P-1 (in the case of 
short term debt) or the equivalent thereof by Moody's Investor 
Service, Inc.  The parties believe it improbable that the 
ratings systems used by Standard and Poor's Corporation and by 
Moody's Investor Service, Inc. will be discontinued or 
changed, but if such ratings systems are discontinued or 
changed, 3COM shall be entitled to select and use a comparable 
ratings systems as a substitute for the S&P Rating or the 
Moody Rating, as the case may be, for purposes of determining 
the status of any bank as a Qualified Deposit Taker.

	"Purchase Price" means an amount equal to Stipulated Loss 
Value outstanding on the Designated Sale Date, plus all costs 
and expenses (including appraisal costs, withholding taxes (if 
any) and reasonable Attorneys' Fees, as defined in the Lease) 
incurred in connection with any sale of the Property by BNPLC 
hereunder or in connection with collecting sales proceeds due 
hereunder, less the aggregate amounts (if any) of Direct 
Payments to Participants and Deposit Taker Losses.

	"Prohibited Encumbrance" means any lien or other title 
defect encumbering the Property that is claimed by BNPLC 
itself or lawfully claimed by a third party through or under 
BNPLC, including any judgment lien lawfully filed against 
BNPLC and including any tax lien assessed because of BNPLC's 
failure to pay Excluded Taxes, but excluding the Lease and any 
lien or other title defect that (i) is a Permitted Encumbrance 
(as defined in the Lease), regardless of whether claimed by, 
through or under BNPLC, (ii) is claimed by, through or under 
3COM or any of the Participants approved by 3COM (other than 
Landlord's Parent), or (iii) exists because of any breach by 
3COM of the Lease, because of anything done or not done by 
BNPLC in an effort to satisfy subparagraph 9(b) of the Lease, 
or because of anything done or not done by BNPLC at the 
request of 3COM.

	"Remarketing Notice" shall have the meaning assigned to 
it in Paragraph 2(b)(1) below.

	"Required Documents" means the grant deed and other 
documents that BNPLC must tender pursuant to Paragraph 3 
below.

	"Shortage Amount" means any amount payable to BNPLC by 
3COM, rather than by the Applicable Purchaser, pursuant to 
clause 2(a)(ii) below.

	2.      3COM's Options and Obligations on the Designated 
Sale Date.

	(a)     Choices.  On the Designated Sale Date 3COM shall 
have the right and the obligation to either:

	(i)     purchase BNPLC's interest in the Property 
and in Escrowed Proceeds, if any, for a net cash 
price equal to the Purchase Price; or

	(ii)    cause the Applicable Purchaser to purchase 
BNPLC's interest in the Property and in Escrowed 
Proceeds, if any, for a net cash price not less than 
the lesser of (a) the Fair Market Value of the 
Property, (b) fifteen percent (15%) of Stipulated 
Loss Value outstanding immediately prior to the 
purchase or (c) the Purchase Price.  If, however, 
the Fair Market Value is less than fifteen percent 
(15%) of Stipulated Loss Value and less than the 
Purchase Price, BNPLC may elect to keep the Property 
and any Escrowed Proceeds rather than sell to the 
Applicable Purchaser, in which case 3COM shall pay 
BNPLC an amount equal to (A) eighty-five percent 
(85%) of Stipulated Loss Value, less (B) the sum of 
(x) any Escrowed Proceeds then held and to be 
retained by BNPLC, (y) any Direct Payments to 
Participants and (z) any Deposit Taker Losses.  
Unless BNPLC elects to keep the Property pursuant to 
the preceding sentence, 3COM must make a 
supplemental payment to BNPLC on the Designated Sale 
Date equal to the excess (if any) of the Purchase 
Price over the net cash price actually paid to BNPLC 
on the Designated Sale Date by the Applicable 
Purchaser for BNPLC's interest in the Property and 
in Escrowed Proceeds, if any.  However, provided no 
Event of Default has occurred and is continuing 
under the Lease, and provided further that neither 
3COM nor any Applicable Purchaser has failed to pay 
any amount required to be paid by this Agreement on 
the date such amount first became due, any 
supplemental payment required by the preceding 
sentence shall not exceed (1) eighty-five percent 
(85%) of Stipulated Loss Value on the Designated 
Sale Date, less (2) any Direct Payments to 
Participants and any Deposit Taker Losses.  Any 
supplemental payment payable to BNPLC by 3COM, 
rather than by the Applicable Purchaser, pursuant to 
this clause (ii) is hereinafter referred to as the 
"Shortage Amount."  If the net cash price actually 
paid by the Applicable Purchaser to BNPLC exceeds 
the Purchase Price and all other sums that are then 
due from 3COM to BNPLC, 3COM shall be entitled to 
such excess.

If any amount payable to BNPLC pursuant to this subparagraph 
2(a) is not actually paid to BNPLC on the Designated Sale 
Date, 3COM shall pay interest on the past due amount computed 
at the Default Rate from the Designated Sale Date.  However, 
Tenant shall be entitled to a reduction of the interest 
required by the preceding sentence equal to the Base Rent, if 
any, paid by Tenant as provided in Paragraph 17 of the Lease 
for any holdover period after the Designated Sale Date.

	(b)     Election by 3COM.  3COM shall have the right to 
elect whether it will satisfy the obligations set out in 
clause (i) or (ii) of the preceding Paragraph 2(a); provided, 
however, that the following conditions are satisfied:

		(1) To give BNPLC the opportunity to have the 
Fair Market Value determined by an appraiser as provided 
in Paragraph 1(d) before the Designated Sale Date, 3COM 
must, unless 3COM concedes that Fair Market Value will 
not be less than fifteen percent (15%) of Stipulated Loss 
Value on the Designated Sale Date, provide BNPLC with a 
Remarketing Notice.  "Remarketing Notice" means a notice 
given by 3COM to BNPLC (and to each of the Participants) 
no earlier than one hundred eighty (180) days before the 
Designated Sale Date and no later than ninety (90) days 
before the Designated Sale Date, specifying that 3COM 
does not concede that the Fair Market Value is equal to 
or greater than fifteen percent (15%) of the Stipulated 
Loss Value.  A Remarketing Notice will be required only 
if 3COM does not concede that Fair Market Value will 
equal or exceed fifteen percent (15%) of Stipulated Loss 
Value on the Designated Sale Date.  But if for any reason 
(including but not limited to any acceleration of the 
Designated Sale Date pursuant to clause (2) of the 
definition of Designated Sale Date above) 3COM fails to 
provide a Remarketing Notice within the time periods 
specified in the definition of Remarketing Notice above, 
Fair Market Value shall, for purposes of this Agreement, 
be deemed to be no less than fifteen percent (15%) of 
Stipulated Loss Value on the Designated Sale Date.

		(2) To give BNPLC the opportunity to prepare 
the Required Documents before the Designated Sale Date, 
3COM must, if it is to elect to satisfy the obligations 
set forth in clause (ii) of Paragraph 2(a), irrevocably 
specify an Applicable Purchaser in notice to BNPLC given 
at least seven (7) days prior to the Designated Sale 
Date.  If for any reason 3COM fails to so specify an 
Applicable Purchaser, 3COM shall be deemed to have 
irrevocably elected to satisfy the obligations set forth 
in clause (i) of Paragraph 2(a).

	(c)     Termination of 3COM's Option To Purchase.  Without 
limiting BNPLC's right to require 3COM to satisfy the 
obligations imposed by Paragraph 2(a), 3COM shall have no 
further option hereunder to purchase the Property if either:

		(1)  3COM shall have elected to satisfy its 
obligations under clause (ii) of Paragraph 2(a) on a 
Designated Sale Date and BNPLC shall have elected to keep the 
Property on such Designated Sale Date in accordance with 
clause (ii) of Paragraph 2(a); or

		(2)  3COM shall have failed on a Designated Sale 
Date to make or cause to be made all payments to BNPLC 
required by this Agreement or by the Lease and such failure 
shall have continued beyond the thirty (30) day period for 
tender specified in the next sentence.

If BNPLC does not receive all payments due under the Lease and 
all payments required hereunder on a Designated Sale Date, 
3COM may nonetheless tender to BNPLC the full Purchase Price 
and all amounts then due under the Lease, together with 
interest on the total Purchase Price computed at the Default 
Rate from the Designated Sale Date to the date of tender, and 
if presented with such a tender within thirty (30) days after 
the applicable Designated Sale Date, BNPLC must accept it and 
promptly thereafter deliver any Escrowed Proceeds and a deed 
and all other Required Documents listed in Paragraph 3.

	(d)     Payment to BNPLC.  All amounts payable under the 
preceding Paragraphs 2(a) or 2(c) by 3COM and, if applicable, 
by the Applicable Purchaser must be paid directly to BNPLC, 
and no payment to any other party shall be effective for the 
purposes of this Agreement.  In addition to the payments 
required under Paragraph 2(a) hereunder, on the Designated 
Sale Date 3COM must pay all amounts then due to BNPLC under 
the Lease.  BNPLC will remit any excess amounts due 3COM 
pursuant to the last sentence of clause (ii) of Paragraph 2(a) 
promptly after BNPLC's receipt of the same and in no event 
later than thirty (30) days thereafter.

	(e)     Effect of Options on Subsequent Title Encumbrances. 
 It is the intent of BNPLC and 3COM that any conveyance of the 
Property to 3COM or any Applicable Purchaser pursuant to this 
Agreement shall cut off and terminate any interest in the 
Property claimed by, through or under BNPLC, including the 
Participants (but not any unsatisfied obligations to BNPLC 
under the Lease, the Environmental Indemnity or this 
Agreement), including but not limited to any Prohibited 
Encumbrances and any leasehold or other interests conveyed by 
BNPLC in the ordinary course of BNPLC's business.  Anyone 
accepting or taking any interest in the Property by or through 
BNPLC after the date of this Agreement shall acquire such 
interest subject to the rights and options granted 3COM 
hereby.  Further, 3COM and any Applicable Purchaser shall be 
entitled to pay any payment required by this Agreement for the 
purchase of the Property directly to BNPLC notwithstanding any 
prior conveyance or assignment by BNPLC, voluntary or 
otherwise, of any right or interest in this Agreement or the 
Property, and neither 3COM nor any Applicable Purchaser shall 
be responsible for the proper distribution or application of 
any such payments by BNPLC.

	3.      Terms of Conveyance Upon Purchase.  Immediately 
after receipt of all payments to BNPLC required pursuant to 
the preceding Paragraph 2, BNPLC must, unless it is to keep 
the Property as permitted by Paragraph 2(a)(ii), deliver all 
Escrowed Proceeds, if any, and convey all of its right, title 
and interest in the Property by grant deed to 3COM or the 
Applicable Purchaser, as the case may be, subject only to the 
Permitted Encumbrances (as defined in the Lease) and any other 
encumbrances that do not constitute Prohibited Encumbrances.  
However, such conveyance shall not include the right to 
receive any payment under the Lease then due BNPLC or that may 
become due thereafter because of any expense or liability 
incurred by BNPLC resulting in whole or in part from events or 
circumstances occurring before such conveyance.  All costs of 
such purchase and conveyance of every kind whatsoever, both 
foreseen and unforeseen, shall be the responsibility of the 
purchaser, and the form of grant deed used to accomplish such 
conveyance shall be substantially in the form attached as 
Exhibit B.  With such grant deed, BNPLC shall also tender to 
3COM or the Applicable Purchaser, as the case may be, the 
following, each fully executed and, where appropriate, 
acknowledged on BNPLC's behalf by an officer of BNPLC: (1) a 
Preliminary Change of Ownership Report in the form attached as 
Exhibit C, (2) a Bill of Sale and Assignment of Contract 
Rights and Intangible Assets in the form attached as Exhibit 
D, (3) an Acknowledgment of Disclaimer of Representations and 
Warranties, in the form attached as Exhibit E, which 3COM or 
the Applicable Purchaser must execute and return to BNPLC, (5) 
a Documentary Transfer Tax Request in the form attached as 
Exhibit F, (6) a Secretary's Certificate in the form attached 
as Exhibit G, (7) a letter to the title insurance company 
insuring title to the Property in the form attached as Exhibit 
H, and (8) a certificate concerning tax withholding in the 
form attached as Exhibit I.

	4.      Survival of 3COM's Obligations.

	(a)     Status of this Agreement.  Except as expressly 
provided in the last sentence of this subparagraph and 
elsewhere herein, this Agreement shall not terminate, nor 
shall 3COM have any right to terminate this Agreement, nor 
shall 3COM be entitled to any reduction of the Purchase Price 
hereunder, nor shall the obligations of 3COM to BNPLC under 
Paragraph 2 be affected by reason of (i) any damage to or the 
destruction of all or any part of the Property from whatever 
cause, (ii) the taking of or damage to the Property or any 
portion thereof under the power of eminent domain or otherwise 
for any reason, (iii) the prohibition, limitation or 
restriction of 3COM's use of all or any portion of the 
Property or any interference with such use by governmental 
action or otherwise, (iv) any eviction of 3COM or any party 
claiming under 3COM by paramount title or otherwise, (v) 
3COM's prior acquisition or ownership of any interest in the 
Property, (vi) any default on the part of BNPLC under this 
Agreement, the Lease or any other agreement to which BNPLC is 
a party, or (vii) any other cause, whether similar or 
dissimilar to the foregoing, any existing or future law to the 
contrary notwithstanding.  It is the intention of the parties 
hereto that the obligations of 3COM hereunder (including 
3COM's obligation to make payments under - and, if applicable, 
to cause the Applicable Purchaser to make payments under - 
Paragraph 2) shall be separate and independent of the 
covenants and agreements of BNPLC.  Accordingly, the Purchase 
Price and the Shortage Amount, as the case may be under 
Paragraph 2, shall continue to be payable in all events, and 
the obligations of 3COM hereunder shall continue unaffected by 
any breach of this Agreement by BNPLC.  However, nothing in 
this subparagraph, nor the performance without objection by 
3COM of its obligations hereunder, shall be construed as a 
waiver by 3COM of any right 3COM may have at law or in equity, 
following any failure by BNPLC to tender a grant deed and the 
other Required Documents as required by Paragraph 3 upon the 
tender by 3COM and/or the Applicable Purchaser of the payments 
required by Paragraph 2 and of the other documents to be 
executed in favor of BNPLC at the closing of the sale 
hereunder, to (i) recover monetary damages proximately caused 
by such failure of BNPLC if BNPLC does not cure the failure 
within thirty (30) days after 3COM demands a cure by written 
notice to BNPLC, or (ii) a decree compelling performance of 
BNPLC's obligation to so tender a grant deed and the Required 
Documents.

	(b)     Remedies Under the Lease and the Environmental 
Indemnity.  No repossession of or re-entering upon the 
Property or exercise of any other remedies available under the 
Lease or the Environmental Indemnity shall relieve 3COM of its 
liabilities and obligations hereunder, all of which shall 
survive the exercise of remedies under the Lease and 
Environmental Indemnity.  3COM acknowledges that the 
consideration for this Agreement is separate and independent 
of the consideration for the Lease and the Environmental 
Indemnity, and 3COM's obligations hereunder shall not be 
affected or impaired by any event or circumstance that would 
excuse 3COM from performance of its obligations under the 
Lease or the Environmental Indemnity.

	5.      Remedies Cumulative.  No right or remedy herein 
conferred upon or reserved to BNPLC is intended to be 
exclusive of any other right or remedy BNPLC has with respect 
to the Property, and each and every right and remedy shall be 
cumulative and in addition to any other right or remedy given 
hereunder or now or hereafter existing at law or in equity or 
by statute.  In addition to other remedies available under 
this Agreement, either party shall be entitled, to the extent 
permitted by applicable law, to a decree compelling 
performance of any of the other party's agreements hereunder.

	6.      No Implied Waiver.  The failure of either party to 
this Agreement to insist at any time upon the strict 
performance of any covenant or agreement of the other party or 
to exercise any remedy contained in this Agreement shall not 
be construed as a waiver or a relinquishment thereof for the 
future.  The waiver by either party of or redress for any 
violation of any term, covenant, agreement or condition 
contained in this Agreement shall not prevent a subsequent 
act, which would have originally constituted a violation, from 
having all the force and effect of an original violation.  No 
express waiver by either party shall affect any condition 
other than the one specified in such waiver and that one only 
for the time and in the manner specifically stated.  A receipt 
by BNPLC of any payment hereunder with knowledge of the breach 
of this Agreement shall not be deemed a waiver of such breach, 
and no waiver by either party of any provision of this 
Agreement shall be deemed to have been made unless expressed 
in writing and signed by the waiving party.

	7.      Attorneys' Fees and Legal Expenses.  If either party 
commences any legal action or other proceeding to enforce any 
of the terms of this Agreement or the documents and agreements 
referred to herein, or because of any breach by the other 
party or dispute hereunder or thereunder, the successful or 
prevailing party, shall be entitled to recover from the 
nonprevailing party all Attorneys' Fees incurred in connection 
therewith, whether or not such controversy, claim or dispute 
is prosecuted to a final judgment.  Any such Attorneys' Fees 
incurred by either party in enforcing a judgment in its favor 
under this Agreement shall be recoverable separately from such 
judgment, and the obligation for such Attorneys' Fees is 
intended to be severable from other provisions of this 
Agreement and not to be merged into any such judgment.

	8.      Estoppel Certificate.  3COM and BNPLC will each, 
upon not less than twenty (20) days' prior written request by 
the other, execute, acknowledge and deliver to the requesting 
party a written statement certifying that this Agreement is 
unmodified and in full effect (or, if there have been 
modifications, that this Agreement is in full effect as 
modified, and setting forth such modification) and either 
stating that no default exists hereunder or specifying each 
such default of which the signer may have knowledge.  Any such 
statement may be relied upon by any Participant or prospective 
purchaser or assignee of BNPLC with respect to the Property.  
Neither 3COM nor BNPLC shall be required to provide such a 
certificate more frequently than once in any six month period; 
provided, however, that if either party determines that there 
is a significant business reason for requiring a current 
certificate, including, without limitation, the need to 
provide such a certificate to a prospective purchaser or 
assignee, the other shall provide a certificate upon request 
whether or not it had provided a certificate within the prior 
six month period.

	9.      Notices.  Each provision of this Agreement referring 
to the sending, mailing or delivery of any notice or referring 
to the making of any payment to BNPLC, shall be deemed to be 
complied with when and if the following steps are taken:

	(a)     All payments required to be made by 3COM or the 
Applicable Purchaser to BNPLC hereunder shall be paid to BNPLC 
in immediately available funds by wire transfer to:


Federal Reserve Bank of San Francisco
Account: Banque Nationale de Paris
ABA #: 121027234
Reference: 3COM (Phase I
	Transactions)

	or at such other place and in such other manner as 
BNPLC may designate in a notice to 3COM (provided BNPLC 
will not unreasonably designate a method of payment other 
than wire transfer).  Time is of the essence as to all 
payments to BNPLC under this Agreement.  Any payments 
required to be made by BNPLC to 3COM pursuant to the last 
sentence of clause (ii) of Paragraph 2(a) shall be paid 
to 3COM in immediately available funds at the address of 
3COM set forth below or as 3COM may otherwise direct by 
written notice sent in accordance herewith.


	(b)     All notices, demands and other communications to be 
made hereunder to the parties hereto shall be in writing (at 
the addresses set forth below) and shall be given by any of 
the following means: (A) personal service, with proof of 
delivery or attempted delivery retained; (B) electronic 
communication, whether by telex, telegram or telecopying (if 
confirmed in writing sent by United States first class mail, 
return receipt requested); or (C) registered or certified 
first class mail, return receipt requested.  Such addresses 
may be changed by notice to the other parties given in the 
same manner as provided above.  Any notice or other 
communication sent pursuant to clause (A) or (C) hereof shall 
be deemed received (whether or not actually received) upon 
first attempted delivery at the proper notice address on any 
Business Day between 9:00 A.M. and 5:00 P.M., and any notice 
or other communication sent pursuant to clause (B) hereof 
shall be deemed received upon dispatch by electronic means.

Address of BNPLC:

BNP Leasing Corporation
717 North Harwood Street
Suite 2630
Dallas, Texas 75201
Attention: Lloyd Cox
Telecopy: (214) 969-0060

With a copy to:

Banque Nationale de Paris, San Francisco
180 Montgomery Street
San Francisco, California 94104
Attention:Jennifer Cho or Will La
	Herran
Telecopy: (415) 296-8954

And with a copy to:

Clint Shouse
Thompson & Knight, P.C.
1700 Pacific Avenue
Suite 3300
Dallas, Texas 75201
Telecopy: (214) 969-1550

Address of 3COM:

3Com Corporation 
5400 Bayfront Plaza 
Santa Clara, California  95052 
Attn: Legal Dept. Mail Stop 1308 
Telecopy: (408) 764-6434


With copies to:

3Com Corporation 
5400 Bayfront Plaza 
Santa Clara, California  95052 
Attn: Real Estate Dept. Mail
	Stop 1220 
Telecopy: (408) 764-5718; and

3Com Corporation 
5400 Bayfront Plaza 
Santa Clara, California  95052 
Attn: Treasury Dept. Mail Stop 1307
Telecopy: (408) 764-8403; and

Gray Cary Ware & Freidenrich 
400 Hamilton Avenue 
Palo Alto, California  94301 
Attn: Jonathan E. Rattner, Esq. 
Telecopy: (415) 328-3029

	10.     Severability.  Each and every covenant and agreement 
of 3COM contained in this Agreement is, and shall be construed 
to be, a separate and independent covenant and agreement.  If 
any term or provision of this Agreement or the application 
thereof to any person or circumstances shall to any extent be 
invalid and unenforceable, the remainder of this Agreement, or 
the application of such term or provision to persons or 
circumstances other than those as to which it is invalid or 
unenforceable, shall not be affected thereby.  Further, the 
obligations of 3COM hereunder, to the maximum extent possible, 
shall be deemed to be separate, independent and in addition 
to, not in lieu of, the obligations of 3COM under the Lease.  
In the event of any inconsistency between the terms of this 
Agreement and the terms and provisions of the Lease, the terms 
and provisions of this Agreement shall control.

	11.     Entire Agreement.  This Agreement and the documents 
and agreements referred to herein set forth the entire 
agreement between the parties concerning the subject matter 
hereof and no amendment or modification of this Agreement 
shall be binding or valid unless expressed in a writing 
executed by both parties hereto.

	12.     Paragraph Headings.  The paragraph headings 
contained in this Agreement are for convenience only and shall 
in no way enlarge or limit the scope or meaning of the various 
and several paragraphs hereof.

	13.     Gender and Number.  Within this Agreement, words of 
any gender shall be held and construed to include any other 
gender and words in the singular number shall be held and 
construed to include the plural, unless the context otherwise 
requires.

	14.     GOVERNING LAW.  THIS AGREEMENT SHALL BE DEEMED TO 
HAVE BEEN MADE UNDER AND SHALL BE GOVERNED BY THE LAWS OF THE 
STATE OF CALIFORNIA.

	15.     Successors and Assigns.  The terms, provisions, 
covenants and conditions hereof shall be binding upon 3COM and 
BNPLC and their respective permitted successors and assigns 
and shall inure to the benefit of 3COM and BNPLC and all 
permitted transferees, mortgagees, successors and assignees of 
3COM and BNPLC with respect to the Property; provided, that 
the rights of BNPLC hereunder shall not pass to 3COM or any 
Applicable Purchaser or any subsequent owner claiming through 
them.  Prior to the Designated Sale Date BNPLC may transfer, 
assign and convey, in whole or in part, the Property and any 
and all of its rights under this Agreement (subject to the 
terms of this Agreement) by any conveyance that constitutes a 
Permitted Transfer, but not otherwise.  If BNPLC sells or 
otherwise transfers the Property and assigns its rights under 
this Agreement and the Lease pursuant to a Permitted Transfer, 
then to the extent BNPLC's successor in interest confirms its 
liability for the obligations imposed upon BNPLC by this 
Agreement and the Lease on and subject to the express terms 
set out herein and therein, BNPLC shall thereby be released 
from any further obligations thereafter arising under this 
Agreement and the Lease, and 3COM will look solely to each 
successor in interest of BNPLC for performance of such 
obligations.

	16.     WAIVER OF JURY TRIAL.  BNPLC AND 3COM EACH HEREBY 
WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR 
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE LEASE, THIS 
AGREEMENT OR ANY OTHER DOCUMENT OR ANY DEALINGS BETWEEN THEM 
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION AND THE 
RELATIONSHIP THAT IS BEING ESTABLISHED.  The scope of this 
waiver is intended to be all-encompassing of any and all 
disputes that may be filed in any court and that relate to the 
subject matter of this transaction, including without 
limitation, contract claims, tort claims, breach of duty 
claims, and all other common law and statutory claims.  3COM 
and BNPLC each acknowledge that this waiver is a material 
inducement to enter into a business relationship, that each 
has already relied on the waiver in entering into this 
Agreement and the other documents referred to herein, and that 
each will continue to rely on the waiver in their related 
future dealings.  3COM and BNPLC each further warrant and 
represent that it has reviewed this waiver with its legal 
counsel, and that it knowingly and voluntarily waives its jury 
trial rights following consultation with legal counsel.  THIS 
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED 
EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY 
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS 
TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS 
RELATING TO THE LEASE, THIS AGREEMENT OR THE ENVIRONMENTAL 
INDEMNITY.  In the event of litigation, this Agreement may be 
filed as a written consent to a trial by the court.

	17.     Security for 3COM's Obligations.   3COM's 
obligations under this Agreement are secured by the Pledge 
Agreement, reference to which is hereby made for a description 
of the Collateral covered thereby and the rights and remedies 
provided to BNPLC thereby.   Although the collateral agent 
appointed for BNPLC as provided in the Pledge Agreement shall 
be entitled to hold all Collateral as security for the full 
and faithful performance by 3COM of 3COM's covenants and 
obligations under this Agreement, the Collateral shall not be 
considered an advance payment of the Purchase Price or any 
Shortage Amount or a measure of BNPLC's damages should 3COM 
breach this Agreement.  If 3COM does breach this Agreement and 
fails to cure the same within any time specified herein for 
the cure, BNPLC may, from time to time, without prejudice to 
any other remedy and without notice to 3COM, require the 
collateral agent to immediately apply the proceeds of any 
disposition of the Collateral (and any cash included in the 
Collateral) to amounts then due hereunder from 3COM.  If BNPLC 
assigns its interest in the Property before the Designated 
Sale Date, BNPLC may also assign BNPLC's interest in the 
Collateral to the assignee.

	18.     Replacement of Participants Proposed by 3COM.  So 
long as no Event of Default has occurred and is continuing, 
BNPLC shall not unreasonably withhold its approval for a 
substitution under the Participation Agreement of a new 
Participant proposed by 3COM for any Participant, the Deposit 
Taker for whom has ceased to be a Qualified Deposit Taker; 
provided, however, that (A) the proposed substitution can be 
accomplished without a release or breach by BNPLC of its 
rights and obligations under the Participation Agreement or 
the "Underlying Documents" described therein (including this 
Purchase Agreement); (B) the new Participant will agree (by 
executing Supplements to the Participation Agreement and 
Pledge Agreement as therein contemplated and by other 
agreements as may be reasonably required by BNPLC and 3COM) to 
become a party to the Participation Agreement and to the 
Pledge Agreement, to designate a Qualified Deposit Taker as 
the Deposit Taker for it under the Pledge Agreement and to 
accept a Percentage under the Participation Agreement equal to 
the Percentage of the Participant to be replaced; (C) the new 
Participant (or 3COM) will provide the funds required to pay 
the termination fee by Section 6.4 of the Participation 
Agreement to accomplish the substitution; (D) 3COM (or the new 
Participant) agrees in writing to indemnify and defend BNPLC 
for any and all Losses incurred by BNPLC in connection with or 
because of the substitution, including the cost of preparing 
supplements to the Participation Agreement and the Pledge 
Agreement and including any cost of defending and paying any 
claim asserted by the Participant to be replaced because of 
the substitution (but not including any liability of BNPLC to 
such Participant for damages caused by BNPLC's bad faith or 
gross negligence in the performance of BNPLC's obligations 
under the Participation Agreement prior to the substitution); 
and (E) the new Participant shall be a reputable financial 
institution having a net worth of no less than seven and one 
half percent (7.5%) of total assets and total assets of no 
less than $10,000,000,000.00 (all according to then recent 
audited financial statements).  BNPLC shall attempt in good 
faith to assist (and cause its Affiliate, Banque Nationale de 
Paris, to attempt in good faith to assist) 3COM in identifying 
a new Participant that 3COM may propose to substitute for an 
existing Participant pursuant to this Paragraph, as 3COM may 
reasonably request from time to time.  However, in no event 
shall BNPLC itself, or any of its Affiliates, be required to 
take the Percentage of any Participant to be replaced.

	19.     Security for BNPLC's Obligations.  To secure 3COM's 
right to recover any damages caused by a breach of Paragraph 3 
by BNPLC, including any such breach caused by a rejection or 
termination of this Agreement in any bankruptcy or insolvency 
proceeding instituted by or against BNPLC, as debtor, BNPLC 
does hereby grant to 3COM a lien and security interest against 
all rights, title and interests of BNPLC from time to time in 
and to the Property.  3COM may enforce such lien and security 
interest judicially after any such breach by BNPLC, but not 
otherwise.  3COM waives any right it has to seek a deficiency 
judgement against BNPLC in any action brought for a judicial 
foreclosure of such lien and security interest, and in 
connection therewith, BNPLC hereby acknowledges that it shall 
have no right of redemption following any such judicial 
foreclosure pursuant to Cal. Code Civ. Procedure Section 729. 
 Contemporaneously with the execution of this Agreement, 3COM 
and BNPLC will execute a memorandum of this Agreement which is 
in recordable form and which specifically references the lien 
granted in this Paragraph, and 3COM shall be entitled to 
record such memorandum at any time prior to the Designated 
Sale Date.

	20.     Not a Partnership, Etc.   NOTHING IN THIS PURCHASE 
AGREEMENT IS INTENDED TO BE OR TO CREATE ANY PARTNERSHIP, 
JOINT VENTURE, OR OTHER JOINT ENTERPRISE BETWEEN BNPLC AND 
3COM.  NEITHER THE EXECUTION OF THIS PURCHASE AGREEMENT NOR 
THE ADMINISTRATION OF THIS PURCHASE AGREEMENT OR OTHER 
DOCUMENTS REFERENCED HEREIN BY BNPLC, NOR ANY OTHER RIGHT, 
DUTY OR OBLIGATION OF BNPLC UNDER OR PURSUANT TO THIS PURCHASE 
AGREEMENT OR SUCH DOCUMENTS IS INTENDED TO BE OR TO CREATE ANY 
FIDUCIARY OBLIGATIONS OF BNPLC TO 3COM.


	[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT 
BLANK]



		IN WITNESS WHEREOF, the parties have executed this 
Agreement as of the date first above written.

						"BNPLC"

					
	BNP LEASING CORPORATION, a 
Delaware corporation


						By: /s/ Lloyd G. Cox    
						--------------------
							Lloyd G. Cox, Vice 
President


						"3COM"

					
	3COM CORPORATION, a 
California corporation


						By: /s/ Christopher B. Paisley    
						------------------------------
							Christopher B. Paisley, 
Chief Financial Officer


	Exhibit A

	Legal Description

REAL PROPERTY in the City of Santa Clara, County of Santa 
Clara, State of California, described as follows:

Parcel One

Parcel A, as shown on that certain Parcel Map recorded July 7, 
1989, Book 602 of Maps, at pages 34 and 35, Records of Santa 
Clara County, California.

EXCEPTING THEREFROM that portion described in that certain Lot 
Line Adjustment dated August 16, 1991 in Book L826, at page 
0826 of Official Records and described as follows:

Beginning at the Southwest corner of said Parcel "A"; thence 
on the Westerly and Northerly lines of said Parcel "A" the 
following 5 courses:

1.      North 00  12' 36" East a distance of 665.00 feet;
2.      North 45  12' 36" East a distance of 64.00 feet;
3.      North 00  12' 36" East a distance of 82.98 feet to a 
point on a non-tangent curve the center of which bears 
North 29  17' 50" West a distance of 9000.00 feet;
4.      Northeasterly a distance of 79.37 feet on the arc of 
said curve to the left through a central angle of 00  30' 
19" (chord bears North 60  27' 01" East a distance of 
79.37 feet, to a point on said curve;
5.      North 66  32' 39" East, departing said curve, a 
distance of 75.89 feet;
Thence South 62  07' 20" West a distance of 104.00 feet to a 
point of curvature; thence Southwesterly a distance of 9.53 
feet on the arc of said 10136.00 foot radius curve to the 
right through a central angle of 00  03' 14" (chord bears 
South 62  08' 57" West a distance of 9.53 feet) to a point on 
said curve; thence South 00  12' 36" West a distance of 809.62 
feet to a point on the South line of said parcel "A"; thence 
North 89  47' 24" West, on said South line, a distance of 
83.50 feet to the point of beginning.

ALSO EXCEPTING THEREFROM that portion of said land as 
condemned to the State of California by Order recorded March 
10, 1993 in Book M660, page 1700, described as follows:

Being a portion of Parcel A, as shown on that certain Parcel 
Map filed for record in Book 602 of Maps at pages 34 and 35 
Santa Clara County Records described as follows:

Beginning at the Northeast corner of said Parcel A; thence 
from said point of beginning, along the Northerly line of said 
Parcel A, S 67  25' 20" W 39.39 feet; thence leaving said 
Northerly line S 41  34' 47" E 73.60 feet to a point in the 
Easterly line of said Parcel A; thence along said Easterly 
line of N 10  04' 48" W 71.28 feet to the point of beginning.

Parcel Two

That portion of Parcel B, as shown on that certain Parcel Map 
recorded July 7, 1989, Book 602 of Maps, at pages 34 and 35, 
Records of Santa Clara County, California and described in 
that certain Lot Line Adjustment dated August 16, 1991 in Book 
L826, at page 0826 of Official Records and described as 
follows:

Beginning at a point on the most Northerly Southeasterly line 
of said Parcel "B" which bears South 66  32' 39" West a 
distance of 226.19 feet from the most Easterly corner thereof; 
thence South 10  57' 34" East a distance of 218.69 feet; 
thence North 89  47' 24" West a distance of 324.26 feet; 
thence North 77  17' 24" West a distance of 141.24 feet; 
thence North 66  32' 39" East a distance of 458.33 feet to the 
point of beginning.

APN:    104-52-006, 16
ARB:    104-01-046, 046.02, 046.02.01



	Exhibit B


	CORPORATION GRANT DEED



RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:   [3Com Corporation or the Applicable Purchaser]
ADDRESS:        ___________________
ATTN:   ___________________
CITY:           ___________________
STATE:  ___________________
Zip:            ___________________

MAIL TAX STATEMENTS TO:

NAME:   [3Com Corporation or the Applicable Purchaser]
ADDRESS:        ___________________
ATTN:   ___________________
CITY:           ___________________
STATE:  ___________________
Zip:            ___________________

	CORPORATION GRANT DEED

FOR A VALUABLE CONSIDERATION, receipt of which is hereby 
acknowledged, BNP LEASING CORPORATION, a Delaware corporation 
("BNPLC"), hereby grants to [3COM or the Applicable Purchaser] 
all of BNPLC's interest in the land situated in the County of 
Santa Clara, State of California, described on Annex A 
attached hereto and hereby made a part hereof, together with 
the improvements currently located on such land and any 
easements, rights-of-way, privileges, appurtenances and other 
rights pertaining to such land; provided, however, that this 
grant is subject to the following, as well as the Permitted 
Encumbrances described on Annex B:



	1.      Real Estate Taxes not yet due and payable;
	2.      General or Special Assessments due and payable 
after the date hereof; and
	3.      Encroachments, variations in area or in 
measurements, boundary line disputes, roadways and 
other matters not of record which would be disclosed by 
a survey and inspection of the property conveyed 
hereby.



								
			BNP LEASING CORPORATION



Date: As of ____________                                      By:											
Its:    Vice President





Attest: 
Its:  Assistant Secretary



STATE OF TEXAS                  )			)       SS
COUNTY OF DALLAS                )


	On ___________________ before me,                        
			       , personally appeared          
				     and                      
					, personally known to 
me (or proved to me on the basis of satisfactory evidence) to 
be the persons whose names are subscribed to the within 
instrument and acknowledged to me that they executed the same 
in their authorized capacities, and that by their signatures 
on the instrument the person, or the entity upon behalf of 
which the persons acted, executed the instrument.

	WITNESS my hand and official seal.




Signature                                                                       



	Annex A

	LEGAL DESCRIPTION

REAL PROPERTY in the City of Santa Clara, County of Santa 
Clara, State of California, described as follows:

Parcel One

Parcel A, as shown on that certain Parcel Map recorded July 7, 
1989, Book 602 of Maps, at pages 34 and 35, Records of Santa 
Clara County, California.

EXCEPTING THEREFROM that portion described in that certain Lot 
Line Adjustment dated August 16, 1991 in Book L826, at page 
0826 of Official Records and described as follows:

Beginning at the Southwest corner of said Parcel "A"; thence 
on the Westerly and Northerly lines of said Parcel "A" the 
following 5 courses:

1.      North 00  12' 36" East a distance of 665.00 feet;
2.      North 45  12' 36" East a distance of 64.00 feet;
3.      North 00  12' 36" East a distance of 82.98 feet to a 
point on a non-tangent curve the center of which bears 
North 29  17' 50" West a distance of 9000.00 feet;
4.      Northeasterly a distance of 79.37 feet on the arc of 
said curve to the left through a central angle of 00  30' 
19" (chord bears North 60  27' 01" East a distance of 79.37 
feet, to a point on said curve;
5.      North 66  32' 39" East, departing said curve, a 
distance of 75.89 feet;
Thence South 62  07' 20" West a distance of 104.00 feet to a 
point of curvature; thence Southwesterly a distance of 9.53 
feet on the arc of said 10136.00 foot radius curve to the 
right through a central angle of 00  03' 14" (chord bears 
South 62  08' 57" West a distance of 9.53 feet) to a point on 
said curve; thence South 00  12' 36" West a distance of 809.62 
feet to a point on the South line of said parcel "A"; thence 
North 89  47' 24" West, on said South line, a distance of 
83.50 feet to the point of beginning.

ALSO EXCEPTING THEREFROM that portion of said land as 
condemned to the State of California by Order recorded March 
10, 1993 in Book M660, page 1700, described as follows:

Being a portion of Parcel A, as shown on that certain Parcel 
Map filed for record in Book 602 of Maps at pages 34 and 35 
Santa Clara County Records described as follows:

Beginning at the Northeast corner of said Parcel A; thence 
from said point of beginning, along the Northerly line of said 
Parcel A, S 67  25' 20" W 39.39 feet; thence leaving said 
Northerly line S 41  34' 47" E 73.60 feet to a point in the 
Easterly line of said Parcel A; thence along said Easterly 
line of N 10  04' 48" W 71.28 feet to the point of beginning.

Parcel Two

That portion of Parcel B, as shown on that certain Parcel Map 
recorded July 7, 1989, Book 602 of Maps, at pages 34 and 35, 
Records of Santa Clara County, California and described in 
that certain Lot Line Adjustment dated August 16, 1991 in Book 
L826, at page 0826 of Official Records and described as 
follows:

Beginning at a point on the most Northerly Southeasterly line 
of said Parcel "B" which bears South 66  32' 39" West a 
distance of 226.19 feet from the most Easterly corner thereof; 
thence South 10  57' 34" East a distance of 218.69 feet; 
thence North 89  47' 24" West a distance of 324.26 feet; 
thence North 77  17' 24" West a distance of 141.24 feet; 
thence North 66  32' 39" East a distance of 458.33 feet to the 
point of beginning.

APN:    104-52-006, 16
ARB:    104-01-046, 046.02, 046.02.01


	Annex B

	Permitted Encumbrances

[NOTE:  TO THE EXTENT THAT SPECIFIC ENCUMBRANCES (OTHER THAN 
"PROHIBITED LIENS") ARE IDENTIFIED IN ADDITION TO THOSE 
DESCRIBED BELOW, SUCH ADDITIONAL ENCUMBRANCES WILL BE ADDED TO 
THE LIST BELOW AND THIS "NOTE" WILL BE DELETED BEFORE THIS 
DEED IS ACTUALLY EXECUTED AND DELIVERED BY BNPLC.  SUCH 
ADDITIONAL ENCUMBRANCES WOULD INCLUDE ANY NEW ENCUMBRANCES 
APPROVED BY BNPLC AS "PERMITTED ENCUMBRANCES" FROM TIME TO 
TIME BECAUSE OF 3COM'S REQUEST FOR BNPLC'S CONSENT OR APPROVAL 
TO AN ADJUSTMENT AS PROVIDED IN THE LEASE.]

	This conveyance is subject to any encumbrances that do 
not constitute "Prohibited Encumbrances" (as defined in the 
Purchase Agreement pursuant to which this Deed is being 
delivered), including County and city taxes for the Fiscal 
Year _______, a lien not yet due or payable, and including the 
following matters to the extent the same are still valid and 
in force:


1.      EASEMENT shown on map filed for record in Book 460 
of Maps, page 44 and 45, and incidents thereto
	Purpose         :       Public Utility Easement
	Affects         :       A portion of the 
Southerly 10 feet of

	(Affects Parcels A and B)

2.      DECLARATION of Reciprocal Easements, Covenants, and 
Restrictions for the purpose stated herein and subject to 
the terms and conditions therein, executed by Dairy 
Associates, L.P., a California Limited Partnership, 
recorded July 7, 1989 in Book L013, page 971 of Official 
Records.

	(Affects Parcels A and B)

	Amendment No. 1 of Declaration of Reciprocal Easements, 
Covenants and Restrictions recorded August 16, 1991 in Book 
L826, page 830 of Official Records.

3.      AGREEMENT on the terms and conditions contained 
therein,
	For                     :       Agreement regarding 
number of required parking spaces
	Between         :       The City of Santa 
Clara, a municipal corporation
	And                     :       Dairy Associates, LP., 
a California Limited Partnership
	Recorded                :       March 6, 1990 in Book 
L278, page 2239, Official Records.
	(Affects Parcels A and B)

4.      EASEMENT for the purposes stated herein and 
incidents thereto
	Purpose         :       Construction and 
reconstructing, installing, operating, 
maintaining, repairing and/or replacing 
underground electrical distribution and/or 
communication systems and appurtenances 
thereto, including a reasonable right of 
ingress and egress over adjoining lands of 
Grantor
	Granted to      :       City of Santa Clara, a 
California municipal corporation
	Recorded                :       April 4, 1990 in Book 
L310, page 1548, Official Records
	Affects         :       As follows:

	Beginning at a point in the Southerly line of Parcel 2 of 
that Parcel Map filed for record in Book 460 of Maps at 
pages 44-45, Santa Clara County Records, distant thereon 
North 89  47' 24" West, 67.50 feet from the Southeasterly 
corner of said Parcel 2; thence from said point of 
beginning, the following forty-eight courses:  South 89  
47' 24" East, 30.00 feet; North 0  12' 36" East, 19.10 
feet; South 89  47' 24" West, 10.00 feet; North 29  47' 24" 
West, 43.00 feet; North 18  32' 24" West, 89.00 feet; North 
29  47' 24" West, 119 feet; North 0  12' 36" East, 235 
feet; North 11  02' 24" West, 157 feet; South 78  57' 36" 
West, 6.00 feet; North 21  02' 24" West, 119.00 feet; South 
88  57' 36" West, 73.00 feet; South 58  57' 36" West, 51.00 
feet; South 88  57' 36" West, 80.00 feet; North 46  02' 24" 
West, 11.00 feet; South 43  57' 36" West, 15.00 feet; South 
46  02' 24" East, 20.00 feet; North 43  57' 36" East, 9.86 
feet; North 88  57' 36" East, 69.77 feet; South 1  02' 24" 
East, 22.00 feet; North 88  57' 36" East, 15.00 feet; North 
1  02' 24" West, 24.78 feet; North 58  57' 36" East, 45.43 
feet; North 88  57' 36" East, 63.32 feet; South 21  02' 24" 
East, 145.68 feet; South 11  02' 24" East 121.11 feet; 
South 0  12' 36" West, 234.02 feet; North 89  47' 24" West, 
63.00 feet; North 59  47' 24" West, 10.00 feet; North 89  
47' 24" West, 10.00 feet; South 60  12' 36" West, 10.00 
feet; North 89  47' 24" West, 286.00 feet; North 0  12' 36" 
East, 20.00 feet; South 89  47' 24" East, 2.50 feet; North 
0  12' 36" East, 15.00 feet; North 89  47' 24" West, 15.00 
fee; South 0  12' 36" West, 294.00 feet; North 0  12' 36" 
East, 20.00 feet; South 89  47' 24" East, 2.50 feet; North 
0  12' 36" East, 15.00 feet; North 89  47' 24" West, 15.00 
feet; South 0  12' 36" West, 15.00 feet; South 89  47' 24" 
East, 2.50 feet; South 0  12' 36" West, 170.00 feet; South 
44  37' 45" East, 75.00 feet; South 0  12' 36" West, 3.76 
feet; thence, from a tangent bearing South 85  11' 34" 
East, along the arc of a curve concave to the South, having 
a radius of 1040 feet, through a central angle of 4  30' 
30" an arc length of 81.83 feet; and the following nine 
courses; North 44  47' 24" West, 44.62 feet; North 89  47' 
24" West, 53.50 feet; North 44  37' 45" West, 55.39 feet; 
North 0  12' 36" East, 135.87 feet; South 89  47' 24" East, 
684.55 feet; South 29  47' 24" East, 112.24 feet; South 18  
32' 24" East, 89.00 feet; South 29  47' 24" East, 21.30 
feet; South 0  12' 36" West, 33.67 feet to the point of 
beginning.

5.      EASEMENT for the purposes stated herein and 
incidents thereto
	Purpose         :       Underground pipes
	Granted to      :       Pacific Gas and 
Electric Company, a California corporation
	Recorded                :       October 22, 1990 in 
Book L515, page 1223, Official Records
	Affects         :       Parcel A as shown upon 
the Parcel Map filed for record in Book 602 
of Parcel Maps at page 35, Santa Clara County 
Records.

	Reference is hereby made to the record for further 
particulars and a map of said easement, no description was 
recorded.

6.      AGREEMENT on the terms and conditions contained 
therein,
	For                     :       Deferred obligation to 
construct stoplight
	Between         :       City of Santa Clara, 
California, a municipal corporation
	And                     :       Dairy Associates, LP.
	Recorded                :       December 17, 1990 in 
Book L568, page 1565, Official Records.

	(Affects Parcels A and B)

7.      LACK OF ABUTTER'S RIGHTS to and from Route 237 - 
South Bar Freeway, lying adjacent to the Northerly line of 
Parcels A & B of said land, said rights having been 
released and relinquished
	By                      :       Dairy Associates, LP., 
a California Limited Partnership
	To                      :       The State of 
California
	Recorded                :       August 16, 1991 in 
Book L826, page 839, Official Records.

8.      EASEMENT for the purposes stated herein and 
incidents thereto
	Purpose         :       An easement for cut 
and fill slope purposes
	Granted to      :       The State of 
California
	Recorded                :       August 16, 1991 in 
Book L826, page 839, Official Records
	Affects         :       As follows:

	Commencing at the most Southerly corner of Parcel 1 
described in that certain Deed recorded August 16, 1991 in 
Book L826, page 889, Official Records; thence along the 
general Southerly line of said Parcel 1 the following 
courses:  from a tangent that bears N. 68  57' 08" E., 
along a curve to the left with a radius of 10,136.00 feet, 
through an angle of 05  40' 34", an arc length of 1,004.14 
feet, N. 01  05' 17" E., 3.47 feet, and from a tangent that 
bears N. 61  34' 51" E., along a curve to the left with a 
radius of 8999.52 feet, through an angle of 00  15' 40", an 
arc length of 41.03 feet; thence leaving last said line S. 
26  57' 54" E., 26.28 feet; thence from a tangent that 
bears S. 63  02' 06" W., on a curve to the right with a 
radius of 10,158.00 feet, through an angle of 05  58' 01", 
an arc length of 1,057.88 feet to the Westerly line of the 
aforesaid Parcel B; thence along last said line N. 00  50' 
30" E., 23.71 feet to the point of commencement.


	EXHIBIT C


	PRELIMINARY CHANGE OF OWNERSHIP REPORT
	THIS REPORT IS NOT A PUBLIC DOCUMENT

(To be completed by transferee (buyer) prior to 
transfer of the subject property in accordance with 
Section 480.3 of the Revenue and Taxation Code.)
	THIS 
SPACE FOR 
RECORDER'S 
USE

SELLER/TRANSFEROR:      

SELLER RECORDING DATE:                   DOCUMENT NO.   

BUYER/TRANSFEREE:

ASSESSOR'S IDENTIFICATION NUMBER(S)     
								LA ------       
		Page                            Parcel

PROPERTY ADDRESS OR LOCATION:   
								No              
		Street

							
								City            
		State                           Zip Code
MAIL TAX INFORMATION TO:

NAME:   

ADDRESS:        
		Street No                                       City            
		State                           Zip Code

	FOR 
ASSESSOR'S 
USE ONLY

Cluster         OC1     OC2     DT      INT     RC      SP$     DTT $   # 
Pcl.    



A Preliminary Change in Ownership Report must be filed with each conveyance 
in the County Recorder's office for the county where the property is 
located; this particular form may be used in all 58 counties of California.

NOTICE:  A lien for property taxes applies to your property on March 1 
of each year for the taxes owing in the following fiscal year, July 1 
through June 30.  One-half of those taxes is due November 1 and one-
half is due February 1.  The first installment becomes delinquent on 
December 10 and the second installment becomes delinquent on April 10. 
 One tax bill is mailed before November 1 to the owner of record.  IF 
THIS TRANSFER OCCURS AFTER MARCH 1 AND ON OR BEFORE DECEMBER 31, YOU 
MAY BE RESPONSIBLE FOR THE SECOND INSTALLMENT OF TAXES ON FEBRUARY 1.
The property which you acquired may be subject to a supplemental tax 
assessment in an amount to be determined by the Santa Clara County 
Assessor.  For further information on your supplemental roll 
obligation, please call the Santa Clara County Assessor at (___) ___-
____.


PART I:  TRANSFER INFORMATION   Please answer all questions.
YES     NO
 "	"    A.      Is this transfer solely between husband and 
wife (Addition of a spouse, death of a spouse, divorce 
settlement, etc.)?
 "	"    B.      Is this transaction only a correction of the 
name(s) of the person(s) holding title to the property (For 
example, a name change upon marriage)?
 "	"    C.      Is this document recorded to create, 
terminate, or reconvey a lender's interest in the property?
 "	"    D.      Is this transaction recorded only to create, 
terminate, or reconvey a security interest (e.g., cosigner)?
 "	"    E.      Is this document recorded to substitute a 
trustee under a deed of trust, mortgage, or other similar 
document?
 "	"    F.      Did this transfer result in the creation of a 
joint tenancy in which the seller (transferor) remains as one 
of the joint tenants?
 "	"    G.      Does this transfer return property to the 
person who created the joint tenancy (original transferor)?
 "	"    H.      Is this transfer of property:
			1.      to a trust for the benefit of the 
grantor, or grantor's spouse?
			2.      to a trust revocable by the transferor?
			3.      to a trust from which the property 
reverts to the grantor within 12 years?
 "	"    I.      If this property is subject to a lease, is the 
remaining lease term 35 years or more including written 
options?
 "	"    J.      Is this a transfer from parents to children or 
from children to parents?
 "	"    K.      Is this transaction to replace a principal 
residence by a person 55 years of age or older?
 "	"    L.      Is this transaction to replace a principal 
residence by a person who is severely disabled as defined by 
Revenue and Taxation Code Section 69.5?

If you checked yes to J, K or L, an applicable claim form must be filed 
with the County Assessor.
Please provide any other information that would help the Assessor to 
understand the nature of the transfer.  


IF YOU HAVE ANSWERED "YES" TO ANY OF THE ABOVE QUESTIONS EXCEPT J, K, OR 
L, PLEASE SIGN AND DATE.
	OTHERWISE COMPLETE BALANCE OF THE FORM.


PART II:  OTHER TRANSFER INFORMATION
A.      Date of transfer if other than recording date.  
B.      Type of transfer.  Please check appropriate box.
	"
	Purchase        	"Foreclosure               "Gift    "	Trade or Exchange"
	Merger, Stock or Partnership Acquisition	"	
 Contract of Sale _ Date of Contract 	"Inheritance _ Date of Contract        
	"	Other: Please explain:         "	Creation of a lease:
			"	Assignment of a lease;             "Termination of a lease
		Date lease began        Original term in years (including written options) 
				
	
		Remaining term in years (including written options)                
				
	
C.      Was only a partial interest in the property transferred?
        "	Yes  "	No
If yes, indicate the percentage transferred             %


Please answer, to the best of your knowledge, all applicable questions, 
sign and date.  If a question does not apply, indicate with "N/A".
PART 1: PURCHASE PRICE & TERMS OF SALE
(a)  CASH DOWN PAYMENT OR Value of Trade or Exchange 
(excluding closing cost)
(b)  FIRST DEED OF TRUST  @                % interest for years.
     Pymts./Mo. = $                 (Prin. & Int. only)
     "	FHA" Fixed Rate    
		
		
		   "New Loan" Conventional    
	    "Variable Rate    
		   "Assumed Existing Loan Balance
	    "VA" 
     All Inclusive D.T. ($ Wrapped)
	    "Bank or Savings & Loan"
	    Cal-Vet
     "Loan Carried by Seller"
	    Finance Company Balloon Payment "	Yes "	No		
	    Due Date               Amount $            
   

(c)     SECOND DEED OF TRUST  @               % interest for years.
     Pymts./Mo. = $              
     (Prin. & Int. only)
	    "Bank or Savings & Loan    
     "Fixed Rate    
		   "New Loan
	    "Loan Carried by Seller  
	    "Variable Rate    
		   "Assumed Existing Loan Balance Balloon Payment "	Yes  "	No		
	    Due Date               Amount $            
   

(d)  OTHER FINANCING:
     Is other financing involved not covered in (b) or (c) above?	"	Yes		"	No
	 Type                 @                   % interest for years.
  Pymts./Mo. = $           (Prin. & Int. only)
 "Bank or Savings & Loan    
 "Fixed Rate    
	"New Loan
	"Loan Carried by Seller  
	"Variable Rate    
	"Assumed Existing Loan Balance Balloon Payment "	Yes "	No		
	Due Date               Amount $            
   

(e)     IMPROVEMENT BOND        
		"	Yes	" No
	Outstanding Balance:

Amount $   Amount $ Amount $
	
Amount $
	
Amount $
	
(f)     TOTAL PURCHASE PRICE: (or acquisition price, if 
traded or exchanged, include real estate commission if 
paid.)
	Total items A through E       
$

(g)     PROPERTY 
PURCHASED:      "	Through a broker;         "
	Direct form seller; "	Other 
(Explain)       
	If purchased through a broker, provide broker's name and phone 
no.:    
	Please explain any special terms or financing and many other 
information that would
	help the Assessor understand the purchase price and terms of sale. 
	



PART 2:  PROPERTY INFORMATION
(a)     IS PERSONAL PROPERTY INCLUDED IN THE PURCHASE PRICE
	(other than a 
mobilehome subject 
to local property 
tax)?                   
		"	Yes	
	"	No
	If yes, enter the value of the personal property included in the 
purchase price $                     (Attach itemized list of 
personal property)

(b)     IS THIS 
PROPERTY INTENDED 
AS YOUR PRINCIPAL 
RESIDENCE?      "
	Yes             "
	No
	If yes, enter date of occupancy                   /               
   /, 19                or intended occupancy                   /   
	       , 19     
		
		
		
	  
Month   
	
	Day     
		
		
		
		
	  
Month   
	    
Day
(c)     TYPE OF PROPERTY TRANSFERRED:
	"
	Single-Family 
residence
	"Agricultural
	"
	Timeshare
	"
	Multiple-Family 
residence 
(no. of units: )   "
	Coop/
Own-your-own     "Mobilehome
	"Commercial/Industrial
	"Condominium
	"Unimproved lot
	"	Other (Description: 	)

(d)     DOES THE PROPERTY 
PRODUCE INCOME?         "
	Yes             "	No

(e)     IF THE ANSWER TO QUESTION D IS YES, IS THE INCOME FROM:
	"	Lease/Rent		
	"	Contract		
	"	Mineral rights	
	"	Other - explain 
	

(f)     WHAT WAS THE CONDITION OF THE PROPERTY AT THE TIME OF SALE?
	"	Good		"       Average 
	"	Fair		"       Poor
	Enter here, or on an attached sheet, any other information that 
would assist the Assessor in determining value of the property such 
as the physical condition of the property, restrictions, etc.
		

		

	
	I certify that the foregoing is true, correct and complete to the 
best of my knowledge and belief.
	Signed  
			
			
	Date    
						(New Owner/Corporate 
Officer)
	Please Print Name of New Owner/Corporate Officer        

	Phone No. where you are available from 8:00 a.m. - 5:00 p.m. (    
      )                                                   
	(Note: The Assessor may contact you for further information)



If a document evidencing a change of ownership is presented to the 
recorder for recordation without the concurrent filing of a PRELIMINARY 
CHANGE OF OWNERSHIP REPORT, the recorder may charge an additional 
recording fee of twenty dollars ($20).



	Exhibit D

	BILL OF SALE, ASSIGNMENT OF CONTRACT 
	RIGHTS AND INTANGIBLE ASSETS


	Reference is made to that certain ______________ dated 
_______, 1996 (the "Agreement") between 3Com Corporation, a 
California Corporation, and Dairy Associates, L.P., a 
California limited partnership ("Dairy"), pursuant to which 
3Com Corporation named BNP LEASING CORPORATION ("Assignor") as 
its designee and Dairy Associates, L. P. conveyed to Assignor 
the real property described in Annex A attached hereto (the 
"Property).

	Assignor hereby sells, transfers and assigns unto [3COM 
OR THE APPLICABLE PURCHASER, AS THE CASE MAY BE], a 
_____________  ("Assignee"), all of Assignor's right, title 
and interest in and to the following property, if any, to the 
extent such property is assignable:

	(a)     any warranties, guaranties, indemnities and claims 
Assignor may have under the Agreement or under any document 
delivered by Dairy thereunder to the extent related to the 
Property;

	(b)     all licenses, permits or similar consents (excluding 
any prepaid utility reservations) from third parties to the 
extent related to the Property;

	(c)     any pending or future award made because of any 
condemnation affecting the Property or because of any 
conveyance to be made in lieu thereof, and any unpaid award 
for damage to the Property and any unpaid proceeds of 
insurance or claim or cause of action for damage, loss or 
injury to the Property;

	(d)     any goods, equipment, furnishings, furniture, 
chattels and personal property of whatever nature that are 
located on or about the Property; and

	(e) any general intangibles, permits, licenses, 
franchises, certificates, and other rights and privileges 
owned by Assignor and used solely in connection with, or 
relating solely to, the Property, including any such rights 
and privileges conveyed to Assignor pursuant to the Agreement; 
but excluding any rights or privileges of Assignor under (i) 
the Environmental Indemnity, as defined in that certain 
Purchase Agreement between Assignor and 3Com Corporation dated 
as of October 4, 1996 (the "Purchase Agreement") (pursuant to 
which this document is being delivered), (ii) the Lease, as 
defined in the Purchase Agreement, to the extent rights under 
the Lease relate to the period ending on the date hereof, 
whether such rights are presently known or unknown, including 
rights of the Assignor to be indemnified against claims of 
third parties as provided in the Lease which may not presently 
be known, and including rights to recover any accrued unpaid 
rent under the Lease which may be outstanding as of the date 
hereof, (iii) agreements between Assignor and Participants, as 
defined in the Lease, or any modification or extension 
thereof, and (iv) any other instrument being delivered to 
Assignor contemporaneously herewith pursuant to the Purchase 
Agreement.  

	Assignor does for itself and its heirs, executors and 
administrators, covenant and agree to warrant and defend the 
title to the property assigned herein against the just and 
lawful claims and demands of any person claiming under or 
through Assignor, but not otherwise; excluding, however, any 
claim or demand arising by, through or under [3COM].

	Assignee hereby assumes and agrees to keep, perform and 
fulfill Assignor's obligations, if any, relating to any 
permits or contracts, under which Assignor has rights being 
assigned herein.


	Executed:                               , _____.


							ASSIGNOR:

							BNP LEASING CORPORATION
							a Delaware corporation



							By:     
							Its:    


							ASSIGNEE:

							[3COM, OR 
THE APPLICABLE PURCHASER],      a _________ 
corporation



							By:     
							Its:    





	Annex A

	Legal Description


REAL PROPERTY in the City of Santa Clara, County of Santa 
Clara, State of California, described as follows:

Parcel One

Parcel A, as shown on that certain Parcel Map recorded July 7, 
1989, Book 602 of Maps, at pages 34 and 35, Records of Santa 
Clara County, California.

EXCEPTING THEREFROM that portion described in that certain Lot 
Line Adjustment dated August 16, 1991 in Book L826, at page 
0826 of Official Records and described as follows:

Beginning at the Southwest corner of said Parcel "A"; thence 
on the Westerly and Northerly lines of said Parcel "A" the 
following 5 courses:

1.      North 00  12' 36" East a distance of 665.00 feet;
2.      North 45  12' 36" East a distance of 64.00 feet;
3.      North 00  12' 36" East a distance of 82.98 feet to a 
point on a non-tangent curve the center of which bears North 
29  17' 50" West a distance of 9000.00 feet;
4.      Northeasterly a distance of 79.37 feet on the arc of said 
curve to the left through a central angle of 00  30' 19" 
(chord bears North 60  27' 01" East a distance of 79.37 
feet, to a point on said curve;
5.      North 66  32' 39" East, departing said curve, a distance 
of 75.89 feet;
Thence South 62  07' 20" West a distance of 104.00 feet to a 
point of curvature; thence Southwesterly a distance of 9.53 
feet on the arc of said 10136.00 foot radius curve to the 
right through a central angle of 00  03' 14" (chord bears 
South 62  08' 57" West a distance of 9.53 feet) to a point on 
said curve; thence South 00  12' 36" West a distance of 809.62 
feet to a point on the South line of said parcel "A"; thence 
North 89  47' 24" West, on said South line, a distance of 
83.50 feet to the point of beginning.

ALSO EXCEPTING THEREFROM that portion of said land as 
condemned to the State of California by Order recorded March 
10, 1993 in Book M660, page 1700, described as follows:

Being a portion of Parcel A, as shown on that certain Parcel 
Map filed for record in Book 602 of Maps at pages 34 and 35 
Santa Clara County Records described as follows:

Beginning at the Northeast corner of said Parcel A; thence 
from said point of beginning, along the Northerly line of said 
Parcel A, S 67  25' 20" W 39.39 feet; thence leaving said 
Northerly line S 41  34' 47" E 73.60 feet to a point in the 
Easterly line of said Parcel A; thence along said Easterly 
line of N 10  04' 48" W 71.28 feet to the point of beginning.



Parcel Two

That portion of Parcel B, as shown on that certain Parcel Map 
recorded July 7, 1989, Book 602 of Maps, at pages 34 and 35, 
Records of Santa Clara County, California and described in 
that certain Lot Line Adjustment dated August 16, 1991 in Book 
L826, at page 0826 of Official Records and described as 
follows:

Beginning at a point on the most Northerly Southeasterly line 
of said Parcel "B" which bears South 66  32' 39" West a 
distance of 226.19 feet from the most Easterly corner thereof; 
thence South 10  57' 34" East a distance of 218.69 feet; 
thence North 89  47' 24" West a distance of 324.26 feet; 
thence North 77  17' 24" West a distance of 141.24 feet; 
thence North 66  32' 39" East a distance of 458.33 feet to the 
point of beginning.

APN:    104-52-006, 16
ARB:    104-01-046, 046.02, 046.02.01



	Exhibit E

	Acknowledgment of Disclaimer of Representations and 
Warranties
	
	THIS ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND 
WARRANTIES (this "Certificate") is made as of 
___________________, ____, by [3COM or the Applicable 
Purchaser, as the case may be], a ___________________ 
("Grantee").

	Contemporaneously with the execution of this Certificate, 
BNP Leasing Corporation, a Delaware corporation ("BNPLC"), is 
executing and delivering to Grantee (1) a Corporation Grant 
Deed and (2) a Bill of Sale, Assignment of Contract Rights and 
Intangible Assets (the foregoing documents and any other 
documents to be executed in connection therewith are herein 
called the "Conveyancing Documents" and any of the properties, 
rights or other matters assigned, transferred or conveyed 
pursuant thereto are herein collectively called the "Subject 
Property").

	Notwithstanding any provision contained in the 
Conveyancing Documents to the contrary, Grantee acknowledges 
that BNPLC makes no representations or warranties of any 
nature or kind, whether statutory, express or implied, with 
respect to environmental matters or the physical condition of 
the Subject Property, and Grantee, by acceptance of the 
Conveyancing Documents, accepts the Subject Property "AS IS," 
"WHERE IS," "WITH ALL FAULTS" and without any such 
representation or warranty by Grantor as to environmental 
matters, the physical condition of the Subject Property, 
compliance with subdivision or platting requirements or 
construction of any improvements.  Without limiting the 
generality of the foregoing, Grantee hereby further 
acknowledges and agrees that warranties of merchantability and 
fitness for a particular purpose are excluded from the 
transaction contemplated by the Conveyancing Documents, as are 
any warranties arising from a course of dealing or usage of 
trade.  Grantee hereby assumes all risk and liability (and 
agrees that BNPLC shall not be liable for any special, direct, 
indirect, consequential, or other damages resulting or arising 
from or relating to the ownership, use, condition, location, 
maintenance, repair, or operation of the Subject Property, 
except for damages proximately caused by (and attributed by 
any applicable principles of comparative fault to) the wilful 
misconduct, Active Negligence or gross negligence of BNPLC, 
its agents or employees.  As used in the preceding sentence, 
"Active Negligence" of a party means, and is limited to, the 
negligent conduct of activities actually on or about the 
Property by that party in a manner that proximately causes 
actual bodily injury or property damage to be incurred.  
"Active negligence" shall not include (1) any negligent 
failure of BNPLC to act when the duty to act would not have 
been imposed but for BNPLC's status as owner of the Subject 
Property or as a party to the transactions pursuant to which 
BNPLC is delivering this instrument (the "Applicable 
Transactions"), (2) any negligent failure of any other party 
to act when the duty to act would not have been imposed but 
for such party's contractual or other relationship to BNPLC or 
participation or facilitation in any manner, directly or 
indirectly, of the Applicable Transactions, or (3) the 
exercise in a lawful manner by BNPLC (or any party lawfully 
claiming through or under BNPLC) of any remedy provided in 
connection with the Applicable Transactions.

	The provisions of this Certificate shall be binding on 
Grantee, its successors and assigns and any other party 
claiming through Grantee.  Grantee hereby acknowledges that 
BNPLC is entitled to rely and is relying on this Certificate.

	EXECUTED as of ________________, ____.

							
							
							, 
a       
											By:     
											   
Name:   
											   
Title:  




	Exhibit F

	Documentary Transfer Tax Request

	ACCOUNTABLE FORM #                

	DATE:                             

To:             Santa Clara County Recorder

Subject:        REQUEST THAT DOCUMENTARY TRANSFER TAX 
DECLARATION BE MADE IN ACCORDANCE WITH REVENUE CODE 
11932.

Re:             Instrument Title:       Corporation 
Grant Deed

		Name of Party Conveying Title:  BNP Leasing 
Corporation

The Documentary Transfer Tax is declared to be in the amount 
of $_______________ for the referenced instrument and is:

		"	Computed on full value of property conveyed.
		"	Computed on full value less 
liens/encumbrances remaining thereon at time of sale.

This separate declaration is made in accordance with 
_________________________________.  It is requested that the 
amount paid be indicated on the face of the document after the 
permanent copy has been made.
						Sincerely,

							
						Individual (or 
his agent) who made, signed or issued 
instrument

PART I

RECORDING REFERENCE DATA:

	Serial #                                        Date Recorded   

SEPARATE PAPER AFFIXED TO INSTRUMENT:

	"Tax paid" indicated on the face of instrument and the 
separate request (DRA 3-A) was affixed for Recorder by:

										 Date   
			Documentary Transfer Tax Collector

			Witnessed by:                                    Date   
						    Mail Clerk

	(Note:  Prepare photo for Recorder file.)




PART II ACCOUNTABLE FORM #                


REFERENCE DATA:  Title:         

			  Serial:                                                Date:
	

INSTRUCTIONS:

	1.      This slip must accompany document.
	2.      Mail Clerk hand carry document to Tax Collector 
to indicate the amount of tax paid.



	Exhibit G

	SECRETARY'S CERTIFICATE


	The undersigned,                       Secretary of BNP 
Leasing Corporation, a Delaware corporation (the 
"Corporation"), hereby certifies as follows:

	1.      That he is the duly, elected, qualified and acting 
Secretary [or Assistant Secretary] of the Corporation and has 
custody of the corporate records, minutes and corporate seal.

	2.      That the following named persons have been properly 
designated, elected and assigned to the office in the 
Corporation as indicated below; that such persons hold such 
office at this time and that the specimen signature appearing 
beside the name of such officer is his or her true and correct 
signature.

[The following blanks must be completed with the names and 
signatures of the officers who will be signing the deed and 
other Required Documents on behalf of the Corporation.]

Name    Title     Signature

							

							
		
	3.   That the resolutions attached hereto and made a part 
hereof were duly adopted by the Board of Directors of the 
Corporation in accordance with the Corporation's Articles of 
Incorporation and Bylaws.  Such resolutions have not been 
amended, modified or rescinded and remain in full force and 
effect.

	IN WITNESS WHEREOF, I have hereunto signed my name and 
affixed the seal of the Corporation on this      , day of     
	,      .




								       
						[signature]


		



	CORPORATE RESOLUTIONS OF
	BNP LEASING CORPORATION


	WHEREAS, pursuant to that certain Purchase Agreement 
(herein called the "Purchase Agreement") dated as of 
October 4, 1996, by and between BNP Leasing Corporation (the 
"Corporation") and [3COM OR THE APPLICABLE PURCHASER AS THE 
CASE MAY BE] ("Purchaser"), the Corporation agreed to sell and 
Purchaser agreed to purchase or cause the Applicable Purchaser 
(as defined in the Purchase Agreement) to purchase the 
Corporation's interest in the property (the "Property") 
located in Santa Clara, California more particularly described 
therein.

	NOW THEREFORE, BE IT RESOLVED, that the Board of 
Directors of the Corporation, in its best business judgment, 
deems it in the best interest of the Corporation and its 
shareholders that the Corporation convey the Property to 
Purchaser or the Applicable Purchaser pursuant to and in 
accordance with the terms of the Purchase Agreement.

	RESOLVED FURTHER, that the proper officers of the 
Corporation, and each of them, are hereby authorized and 
directed in the name and on behalf of the Corporation to cause 
the Corporation to fulfill its obligations under the Purchase 
Agreement.

	RESOLVED FURTHER, that the proper officers of the 
Corporation, and each of them, are hereby authorized and 
directed to take or cause to be taken any and all actions and 
to prepare or cause to be prepared and to execute and deliver 
any and all deeds and other documents, instruments and 
agreements that shall be necessary, advisable or appropriate, 
in such officer's sole and absolute discretion, to carry out 
the intent and to accomplish the purposes of the foregoing 
resolutions.



	Exhibit H



	BNP LEASING CORPORATION
	717 N. HARWOOD
	SUITE 2630
	DALLAS, TEXAS  75201


			    ,      



[Title Insurance Company]
_________________
_________________
_________________

	Re:  Recording of Grant Deed to [3COM or the Applicable 
Purchaser] ("Purchaser")

Ladies and Gentlemen:

	BNP Leasing Corporation has executed and delivered to 
Purchaser a Grant Deed in the form attached to this letter.  
You are hereby authorized and directed to record the Grant 
Deed at the request of Purchaser.

		       Sincerely,





	Exhibit I

	FIRPTA STATEMENT

	Section 1445 of the Internal Revenue Code of 1986, as 
amended, provides that a transferee of a U.S. real property 
interest must withhold tax if the transferor is a foreign 
person.  Sections 18805, 18815 and 26131 of the California 
Revenue and Taxation Code, as amended, provide that a 
transferee of a California real property interest must 
withhold income tax if the transferor is a nonresident seller.

	To inform [3COM or the Applicable Purchaser] (the 
"Transferee") that withholding of tax is not required upon the 
disposition of a California real property interest by 
transferor, BNP Leasing Corporation (the "Seller"), the 
undersigned hereby certifies the following on behalf of the 
Seller:

	1. The Seller is not a foreign corporation, foreign 
partnership, foreign trust, or foreign estate (as those terms 
are defined in the Internal Revenue Code and Income Tax 
Regulations);

	2. The United States employer identification number for 
the Seller is _____________________;

	3.The office address of the Seller is ______________  
__________________________________________.

[Note: BNPLC MUST INCLUDE EITHER ONE, BUT ONLY ONE, OF THE 
FOLLOWING REPRESENTATIONS IN THE FIRPTA STATEMENT, BUT IF THE 
ONE INCLUDED STATES THAT BNPLC IS DEEMED EXEMPT FROM 
CALIFORNIA INCOME AND FRANCHISE TAX, THEN BNPLC MUST ALSO 
ATTACH A WITHHOLDING CERTIFICATE FROM THE CALIFORNIA FRANCHISE 
TAX BOARD EVIDENCING THE SAME:

	4. The Seller is qualified to do business in California.

	OR

	4. The Seller is deemed to be exempt from the withholding 
requirement of California Revenue and Taxation Code Section 
26131(e), as evidenced by the withholding certificate from the 
California Franchise Tax Board which is attached.]


	The Seller understands that this certification may be 
disclosed to the Internal Revenue Service and/or to the 
California Franchise Tax Board by the Transferee and that any 
false statement contained herein could be punished by fine, 
imprisonment, or both.

	The Seller understands that the Transferee is relying on 
this affidavit in determining whether withholding is required 
upon said transfer.  The Seller hereby agrees to indemnify and 
hold the Transferee harmless from and against any and all 
obligations, liabilities, claims, losses, actions, causes of 
action, demands, rights, damages, costs, and expenses 
(including but not limited to court costs and attorneys' fees) 
incurred by the Transferee as a result of any false misleading 
statement contained herein.

	Under penalties of perjury I declare that I have examined 
this certification and to the best of my knowledge and belief 
it is true, correct and complete, and I further declare that I 
have authority to sign this document on behalf of the Seller.

	Dated:  ___________, ____.


		By:                                
		   Name:                           
		   Title:                          
 



 

 





















	Exhibit C - Page 6