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                                                                   EXHIBIT 10.55

                              EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made
and entered into as of May 27, 1999, by and between ARDEN REALTY LIMITED
PARTNERSHIP, a Maryland limited partnership (the "Company") and DAVID SWARTZ
("Executive").

1.       EMPLOYMENT

The Company hereby employs Executive and Executive hereby accepts employment
upon the terms and conditions set forth below.

2.       TERM AND RENEWAL

2.1      Term. The term of this Agreement shall commence on May 27, 1999 (the
         "Effective Date"), and shall continue to December 31, 2000 (the
         "Original Employment Term"), on the terms and conditions set forth
         below, unless sooner terminated as provided in Section 5.

2.2      Extension. Following the expiration of the Original Employment Term and
         provided that this Agreement has not been terminated pursuant to
         Section 5, and every year thereafter, the Agreement shall be
         automatically renewed for an additional 12-month period, effective on
         January 1, 2001 and each anniversary thereof; provided, that if a
         Change in Control (as defined in Section 5.6), occurs during the
         original or extended term of this Agreement, this Agreement shall
         continue in effect for a period not less than twelve (12) months beyond
         the month in which such Change in Control occurred.

3.       COMPENSATION

3.1.     Base Compensation. For the services to be rendered by Executive under
         this Agreement, Executive shall be entitled to receive, commencing as
         of the Effective Date, an annual base compensation ("Base
         Compensation") of $125,000 payable in substantially equal semi-monthly
         installments. The Base Compensation shall be reviewed and adjusted
         annually as determined by the Compensation Committee (the "Compensation
         Committee") of the Board of Directors (the "Board") of the Company.

3.2.     Bonus Compensation. The Compensation Committee shall review Executive's
         performance at least annually during each year of the Original
         Employment Term and cause the Company to award Executive a cash bonus
         which the Compensation Committee determines in its sole and absolute
         discretion.

3.3.     "Gross-Up" of Compensation.

         (a)      280G "Gross-Up".

                  (i)      Anything in this Agreement to the contrary
                           notwithstanding, if it shall be determined that any
                           payment or distribution to Executive or for his
                           benefit (whether paid or payable or distributed or
                           distributable) pursuant to the terms of this
                           Agreement or otherwise (the "Payment") would be
                           subject to the excise tax imposed by section 4999 of
                           the Internal Revenue Code of 1986, as amended (the
                           "Code") (the "Excise Tax"), then Executive shall be
                           entitled to receive from the Company an additional
                           payment (the "Gross-Up Payment") in an amount such
                           that the net amount of the Payment and the Gross-Up
                           Payment retained by Executive after the calculation
                           and deduction of all Excise Taxes (including any
                           interest or penalties imposed with respect to such
                           taxes) on the Payment and all federal, state and
                           local income tax, employment tax and Excise Tax
                           (including any interest or penalties imposed with
                           respect to such taxes) on the Gross-Up Payment
                           provided for in this Section 3.3(a) and taking into
                           account any lost or reduced tax deductions on account
                           of the Gross-Up Payment, shall be equal to the
                           Payment;

                  (ii)     All determinations required to be made under this
                           Section 3.3(a), including

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                           whether and when the Gross-Up Payment is required and
                           the amount of such Gross-Up Payment, and the
                           assumptions to be used in arriving at such
                           determinations shall be made by the Accountants (as
                           defined below) which shall provide Executive and the
                           Company with detailed supporting calculations with
                           respect to such Gross-Up Payment within fifteen (15)
                           business days of the receipt of notice from Executive
                           or the Company that Executive has received or will
                           receive a Payment. For the purposes of this Section
                           3.3(a), the "Accountants" shall mean the Company's
                           independent certified public accountants serving
                           immediately prior to the Change in Control (as
                           defined in Section 5.6). In the event that the
                           Accountants are also serving as accountant or auditor
                           for the individual, entity or group effecting the
                           Change in Control, Executive shall appoint another
                           nationally recognized public accounting firm to make
                           the determinations required hereunder (which
                           accounting firm shall then be referred to as the
                           Accountants hereunder). All fees and expenses of the
                           Accountants shall be borne solely by the Company. For
                           the purposes of determining whether any of the
                           Payments will be subject to the Excise Tax and the
                           amount of such Excise Tax, such Payments will be
                           treated as "parachute payments" within the meaning of
                           section 280G of the Code, and all "parachute
                           payments" in excess of the "base amount" (as defined
                           under section 280G(b)(3) of the Code) shall be
                           treated as subject to the Excise Tax, unless and
                           except to the extent that in the opinion of the
                           Accountants such Payments (in whole or in part)
                           either do not constitute "parachute payments" or
                           represent reasonable compensation for services
                           actually rendered (within the meaning of section
                           280G(b)(4) of the Code) in excess of the "base
                           amount," or such "parachute payments" are otherwise
                           not subject to such Excise Tax. For purposes of
                           determining the amount of the Gross-Up Payment,
                           Executive shall be deemed to pay Federal income taxes
                           at the highest applicable marginal rate of federal
                           income taxation for the calendar year in which the
                           Gross-Up Payment is to be made and to pay any
                           applicable state and local income taxes at the
                           highest applicable marginal rate of taxation for the
                           calendar year in which the Gross-Up Payment is to be
                           made, net of the maximum reduction in federal income
                           taxes which could be obtained from the deduction of
                           such state or local taxes if paid in such year
                           (determined without regard to limitations on
                           deductions based upon the amount of Executive's
                           adjusted gross income), and to have otherwise
                           allowable deductions for federal, state and local
                           income tax purposes at least equal to those
                           disallowed because of the inclusion of the Gross-Up
                           Payment in Executive's adjusted gross income. To the
                           extent practicable, any Gross-Up Payment with respect
                           to any Payment shall be paid by the Company at the
                           time Executive is entitled to receive the Payment and
                           in no event will any Gross-Up Payment be paid later
                           than five days after the receipt by Executive of the
                           Accountant's determination. Any determination by the
                           Accountants shall be binding upon the Company and
                           Executive. As a result of uncertainty in the
                           application of section 4999 of the Code at the time
                           of the initial determination by the Accountants
                           hereunder, it is possible that the Gross-Up Payment
                           made will have been an amount less than the Company
                           should have paid pursuant to this Section 3.3(a) (the
                           "Underpayment"). In the event that the Company
                           exhausts its remedies pursuant to Section 3.3(a)(ii)
                           and Executive is required to make a payment of any
                           Excise Tax, the Underpayment shall be promptly paid
                           by the Company to or for Executive's benefit; and

                  (iii)    Executive shall notify the Company in writing of any
                           claim by the Internal Revenue Service that, if
                           successful, would require the payment by the Company
                           of the Gross-Up Payment. Such notification shall be
                           given as soon as practicable after Executive is
                           informed in writing of such claim and shall apprise
                           the Company of the nature of such claim and the date
                           on which such claim is requested to be paid.
                           Executive shall not pay such claim prior to the
                           expiration of the 30-day period following the date on
                           which Executive gives such notice to the Company (or
                           such shorter period ending on the date that any
                           payment of taxes, interest and/or penalties with
                           respect to such claim is due). If the Company
                           notifies Executive in writing prior to the expiration
                           of such period that it desires to contest such claim,
                           Executive shall:

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                           (A) give the Company any information reasonably
                           requested by the Company relating to such claim;

                           (B) take such action in connection with contesting
                           such claim as the Company shall reasonably request in
                           writing from time to time, including, without
                           limitation, accepting legal representation with
                           respect to such claim by an attorney reasonably
                           selected by the Company;

                           (C) cooperate with the Company in good faith in order
                           to effectively contest such claim; and

                           (D) permit the Company to participate in any
                           proceedings relating to such claims; provided,
                           however, that the Company shall bear and pay directly
                           all costs and expenses (including additional interest
                           and penalties) incurred in connection with such
                           contest and shall indemnify Executive for and hold
                           Executive harmless from, on an after-tax basis, any
                           Excise Tax or income tax (including interest and
                           penalties with respect thereto) imposed as a result
                           of such representation and payment of all related
                           costs and expenses. Without limiting the foregoing
                           provisions of this Section 3.3(a), the Company shall
                           control all proceedings taken in connection with such
                           contest and, at its sole option, may pursue or forgo
                           any and all administrative appeals, proceedings,
                           hearings and conferences with the taxing authority in
                           respect of such claim and may, at its sole option,
                           either direct Executive to pay the tax claimed and
                           sue for a refund or contest the claim in any
                           permissible manner, and Executive agrees to prosecute
                           such contest to a determination before any
                           administrative tribunal, in a court of initial
                           jurisdiction and in one or more appellate courts, as
                           the Company shall determine; provided, however, that
                           if the Company directs Executive to pay such claim
                           and sue for a refund, the Company shall advance the
                           amount of such payment to Executive, on an
                           interest-free basis, and shall indemnify Executive
                           for and hold Executive harmless from, on an after-tax
                           basis, any Excise Tax or income tax (including
                           interest or penalties with respect thereto) imposed
                           with respect to such advance or with respect to any
                           imputed income with respect to such advance
                           (including as a result of any forgiveness by the
                           Company of such advance); provided, further, that any
                           extension of the statute of limitations relating to
                           the payment of taxes for the taxable year of
                           Executive with respect to which such contested amount
                           is claimed to be due is limited solely to such
                           contested amount. Furthermore, the Company's control
                           of the contest shall be limited to issues with
                           respect to which a Gross-Up Payment would be payable
                           hereunder and Executive shall be entitled to settle
                           or contest, as the case may be, any other issue
                           raised by the Internal Revenue Service or any other
                           taxing authority.

3.4.     Benefits.

         (a)      Medical Insurance. The Company shall provide to Executive,
                  Executive's spouse and children, at its sole cost, such
                  health, dental and optical insurance as the Company may from
                  time to time make available to its other executive employees.

         (b)      Life and Disability Insurance. The Company shall provide
                  Executive such disability and/or life insurance as the Company
                  in its sole discretion may from time to time make available to
                  its other executive employees.

         (c)      Pension Plans, Etc. The Executive shall be entitled to
                  participate in all pension, 401(k) and other employee plans
                  and benefits established by the Company on at least the same
                  terms as the Company's other executive employees.

         (d)      Method of Payment. The monetary compensation payable and any
                  benefits due to Executive hereunder may be paid or provided in
                  whole or in part, from time to time, by the Company and/or its
                  respective subsidiaries and affiliates, but shall at all times
                  remain the responsibility of the Company.

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4.       POSITION AND DUTIES

4.1      Position. Executive shall serve as Associate General Counsel or such
         other position or positions to which the Company, in its sole and
         absolute discretion, assigns Executive.

4.2      Devotion of Time and Effort. Executive shall use Executive's good faith
         best efforts and judgment in performing Executive's duties as required
         hereunder and to act in the best interests of the Company. Executive
         shall devote such time, attention and energies to the business of the
         Company as are reasonably necessary to satisfy Executive's required
         responsibilities and duties hereunder.

4.3      Other Activities. Executive may engage in other activities for
         Executive's own account while employed hereunder, including without
         limitation charitable, community and other business activities,
         provided that such other activities do not materially interfere with
         the performance of Executive's duties hereunder.

4.4      Vacation. It is understood and agreed that Executive shall be entitled
         to three (3) weeks vacation per year. During such vacation periods,
         Executive shall not be relieved of Executive's duties under this
         Agreement and there will be no abatement or reduction of Executive's
         compensation hereunder.

4.5      Business Expenses. The Company shall promptly, but in no event later
         than thirty days after submission of a claim of expenditure, reimburse
         Executive for all reasonable business expenses including, without
         limitation, business seminar fees, professional association dues, bar
         dues and other reasonable entertainment expenses which have been given
         approval in advance and are incurred by Executive in connection with
         the business of the Company and/or its respective subsidiaries and
         affiliates, upon presentation to the Company of written receipts for
         such expenses. Such reimbursement shall also include, but not be
         limited to, reimbursement for all reasonable travel expenses, including
         all airfare, hotel and rental car expenses, incurred by Executive in
         traveling in connection with the business of the Company.

4.6      Company's Obligations. The Company shall provide Executive with any and
         all necessary or appropriate current financial information and access
         to current information and records regarding all material transactions
         involving the Company and/or its representative subsidiaries and
         affiliates, including but not limited to acquisition of assets,
         personnel contracts, dispositions of assets, service agreements and
         registration statements or other state or federal filings or
         disclosures, reasonably necessary for Executive to carry out
         Executive's duties and responsibilities hereunder. In addition, the
         Company agrees to provide Executive, as a condition to Executive's
         services hereunder, such staff, equipment and office space as is
         reasonably necessary for Executive to perform Executive's duties
         hereunder.

5.       TERMINATION

5.1      By the Company Without Cause. The Company may terminate this Agreement
         without "cause" (as hereinafter defined) at any time following the
         Effective Date, provided that the Company first delivers to Executive
         the Company's written election to terminate this Agreement at least 90
         days prior to the effective date of termination.

5.2      Severance Payment.

         (a)      Amount. In the event the Company terminates Executive's
                  services hereunder pursuant to Section 5.1, or Executive
                  terminates his employment hereunder pursuant to Section 5.4 or
                  5.6, Executive shall continue to render services to the
                  Company pursuant to this Agreement until the date of
                  termination and shall continue to receive compensation, as
                  provided hereunder, through the termination date. In addition
                  to other compensation payable to Executive for services
                  rendered through the termination date, the Company shall pay
                  Executive no later than the date of such termination, as a
                  single severance payment, an amount equal to the sum of: (i)
                  three times Executive's average annual Base Compensation, paid
                  hereunder for the preceding twenty-four month period (or, if
                  Executive has been employed less than twenty-four months, the
                  average annual Base Compensation for the period employed) plus
                  (ii) an amount equal to three times Executive's highest annual
                  bonus received by Executive during the preceding twenty-four
                  month period (collectively, the "Severance Amount"). In
                  addition to payment of the Severance Amount, any unvested
                  stock options or restricted stock held by Executive shall
                  become fully vested as of the date of termination.

         (b)      Benefits. In the event Executive's employment hereunder is
                  terminated by the Company without cause pursuant to Section
                  5.1 or by Executive pursuant to Section 5.4 or 5.6, then in
                  addition to paying Executive the Severance Amount and
                  providing for the full vesting of unvested stock options or

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                  restricted stock held by Executive, the Company shall pay the
                  COBRA premium for health care coverage for Executive and
                  Executive's spouse and children, as applicable and to the
                  extent eligible, for the lesser 18 months commencing on the
                  date of such termination (the "Severance Benefits") or the
                  date on which Executive becomes eligible for health care
                  coverage under the plan of any other employer.

         (c)      To be eligible to receive any payments under this Section 5.2,
                  Executive must execute and deliver (and not revoke, if
                  revocation period is required by law) a release of claims in a
                  form acceptable to the Company.

5.3      By The Company For Cause. The Company may terminate Executive for cause
         at any time, upon written notice to Executive. For purposes of this
         Agreement, "cause" shall mean:

         (a)      Executive's conviction for commission of a felony or a crime
                  involving moral turpitude;

         (b)      Executive's willful commission of any act of theft,
                  embezzlement or misappropriation against the Company which, in
                  any such case, is materially and demonstrably injurious to the
                  Company;

         (c)      Executive's willful and continued failure to substantially
                  perform Executive's duties hereunder (other than such failure
                  resulting from Executive's incapacity due to physical or
                  mental illness), which failure is not remedied within a
                  reasonable time after written demand for substantial
                  performance is delivered by the Company which specifically
                  identifies the manner in which the Company believes that
                  Executive has not substantially performed Executive's duties;
                  or

         (d)      Executive's death or Disability (as hereinafter defined).

         For purposes of this Section 5.3, no act, or failure to act, on
Executive's part shall be deemed "willful" unless done, or omitted to be done,
by Executive not in good faith.

         In the event Executive is terminated for cause pursuant to this Section
5.3, Executive shall have the right to receive Executive's compensation as
otherwise provided under this Agreement through the effective date of
termination. Executive shall have no further right to receive compensation or
other consideration from the Company, or have any other remedy whatsoever
against the Company, as a result of this Agreement or the termination of
Executive pursuant to this Section 5.3, except as set forth below with respect
to a termination due to Executive's Disability.

         In the event Executive is terminated by reason of Executive's death or
Disability, the Company shall immediately pay Executive (or his estate) the
Severance Amount and shall pay the COBRA premium for health care coverage for
Executive's spouse and children, as applicable and to the extent eligible, for a
period of 18 months commencing on the date of such termination. Said payments
shall be in addition to any disability insurance payments to which Executive is
otherwise entitled and any other compensation earned by Executive hereunder. In
addition, any unvested stock options or restricted stock held by Executive shall
become fully vested as of the date of termination. For purposes of this
Agreement, the term "Disability" shall mean a physical or mental incapacity as a
result of which Executive becomes unable to continue the proper performance of
Executive's duties hereunder for six consecutive calendar months or for shorter
periods aggregating 180 business days in any 12 month period, but only to the
extent that such definition does not violate the Americans with Disabilities
Act.

5.4      By Executive For Good Reason. Executive may terminate this Agreement
         for good reason upon at least 10 days prior written notice to the
         Company. For purposes of this Agreement, "good reason" shall mean:

         (a)      the Company's material breach of any of its respective
                  obligations hereunder and either such breach is incurable or,
                  if curable, has not been cured within fifteen (15) days
                  following receipt of written notice by Executive to the
                  Company of such breach by the Company;

         In the event that Executive terminates this Agreement for good reason
pursuant to this Section 5.4, Executive shall have the right to receive
Executive's compensation as provided hereunder through the effective date of
termination and shall also have the same rights and remedies against the Company
as Executive would have had if the Company had terminated Executive's employment
without cause pursuant to Section 5.1

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(including the right to receive the Severance Amount payable and the Severance
Benefits to be provided under Section 5.2).

5.5      Executive's Voluntary Termination. Executive may, at any time,
         terminate this Agreement without good reason upon written notice
         delivered to the Company at least ninety (90) days prior to the
         effective date of termination. In the event of such voluntary
         termination of this Agreement by Executive: (i) Executive shall have
         the right to receive Executive's compensation as provided hereunder
         through the effective date of termination, and (ii) the Company, on the
         one hand, and Executive, on the other hand, shall not have any further
         right or remedy against one another except as provided in Sections 6
         and 7 hereof which shall remain in full force and effect.

5.6      Change in Control. Executive may terminate this Agreement, upon at
         least ten (10) days' prior written notice to the Company, at any time
         within twelve (12) months after a "change in control" (as hereinafter
         defined) of the Company. In the event Executive terminates this
         Agreement within twelve (12) months after a change in control pursuant
         to this Section 5.6, (i) Executive shall continue to render services
         pursuant hereto and shall continue to receive compensation, as provided
         hereunder, through the termination date, (ii) the Company shall pay
         Executive no later than the date of such termination, as a single
         severance payment, an amount equal to the Severance Amount, and (iii)
         following such termination, the Company shall provide the Severance
         Benefits as required by Section 5.2. For purposes of this Agreement, a
         "change in control" shall mean the occurrence of any of the following
         events:

         (a)      the individuals constituting the Board as of the Effective
                  Date (the "Incumbent Board") cease for any reason to
                  constitute at least two-thirds (2/3rds) of the Board;
                  provided, however, that if the election, or nomination for
                  election by the Company's stockholders, of any new director
                  was approved by a vote of at least two-thirds (2/3rds) of the
                  Incumbent Board, such new director shall be considered a
                  member of the Incumbent Board;

         (b)      an acquisition of any voting securities of the Company (the
                  "Voting Securities") by any "person" (as the term "person" is
                  used for purposes of Section 13(d) or Section 14(d) of the
                  Securities Exchange Act of 1934, as amended (the "1934 Act"))
                  immediately after which such person has "beneficial ownership"
                  (within the meaning of Rule 13d-3 promulgated under the 1934
                  Act) ("Beneficial Ownership") of 20% or more of the combined
                  voting power of the Company's then outstanding Voting
                  Securities; or

         (c)      approval by the stockholders of the Company of:

                  (i)      a merger, consolidation, share exchange or
                           reorganization involving the Company, unless:

                           (A)      the stockholders of the Company, immediately
                                    before such merger, consolidation, share
                                    exchange or reorganization, own, directly or
                                    indirectly immediately following such
                                    merger, consolidation, share exchange or
                                    reorganization, at least 80% of the combined
                                    voting power of the outstanding voting
                                    securities of the corporation that is the
                                    successor in such merger, consolidation,
                                    share exchange or reorganization; and

                           (B)      (the "Surviving Company") in substantially
                                    the same proportion as their ownership of
                                    the Voting Securities immediately before
                                    such merger, consolidation, share exchange
                                    or reorganization; and the individuals who
                                    were members of the Incumbent Board
                                    immediately prior to the execution of the
                                    agreement providing for such merger,
                                    consolidation, share exchange or
                                    reorganization constitute at least
                                    two-thirds (2/3rds) of the members of the
                                    board of directors of the Surviving Company;

                  (ii)     a complete liquidation or dissolution of the Company;
                           or

                  (iii)    an agreement for the sale or other disposition of all
                           or substantially all of the assets of the Company.

         (d)      any Person is or becomes the Beneficial Owner of securities of
                  the Company representing ten percent (10%) or more of the
                  combined voting power of the Company's then outstanding
                  securities and (A) the identity of the Chief Executive Officer
                  of the Company is changed during the period beginning sixty
                  (60) days before the attainment of the ten percent (10%)
                  beneficial ownership and ending two (2) years thereafter, or
                  (B) individuals constituting at least one-third (1/3) of the
                  members of the Board at the beginning of such period shall
                  leave the

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                  Board during the period beginning sixty (60) days before the
                  attainment of the ten percent (10%) beneficial ownership and
                  ending two (2) years thereafter.

6.       CONFIDENTIALITY

         During the term of Executive's employment under this Agreement,
Executive will have access to and become acquainted with various information
relating to the Company's business operations, marketing data, business plans,
strategies, employees, contracts, financial records and accounts, projections
and budgets, and similar information. Executive agrees that to the extent such
information is not generally available to the public and gives the Company an
advantage over competitors who do not know of or use such information, such
information and documents constitute "trade secrets" of the Company. Executive
further agrees that all such information and documents relating to the business
of the Company, whether they are prepared by Executive or come into Executive's
possession in any other way, are owned by the Company and shall remain the
exclusive property of the Company. Executive shall not misuse, misappropriate or
disclose any trade secrets of the Company, directly or indirectly, or use them
for Executive's own benefit, either during the term of this Agreement or at any
time thereafter, except as may be necessary or appropriate in the course of
Executive's employment with the Company, unless such action is either previously
agreed to in writing by the Company or required by law.

7.       NON-SOLICITATION

         For a period of one (1) year following the date Executive's employment
hereunder is terminated, Executive shall not solicit or induce any of the
Company's employees, agents or independent contractors to end their relationship
with the Company, or recruit, hire or otherwise induce any such person to
perform services for Executive, or any other person, firm or company.

8.       ARBITRATION AGREEMENT

     8.1.     In the event of any issue or dispute arising between Executive and
              the Company, its officers, directors, managers, supervisors and/or
              employees (except for claims for workers' compensation,
              unemployment insurance, and any matter within the jurisdiction of
              the California Labor Commissioner), the matter shall be submitted
              to and resolved by final and binding arbitration as provided for
              by the California Arbitration Act, California Code of Civil
              Procedure, Section 1280, et. seq. Mandatory arbitration will not
              preclude Executive from filing an administrative charge or
              complaint of discrimination or harassment with either the Equal
              Employment Opportunity Commission or the California Department of
              Fair Employment and Housing. Except as provided in this section,
              arbitration shall be the exclusive method for resolving any
              employment related dispute, and both the Company, and the
              Executive are giving up any right that they might otherwise have
              to have a judge or jury decide any such employment related
              dispute; provided, however, that either the Executive or the
              Company, may request equitable relief, including but not limited
              to injunctive relief, from a court of competent jurisdiction.

     8.2.     The claims which are to be arbitrated under this Agreement
              include, but are not limited to, tort claims, bad faith claims,
              contract claims, wage claims, benefit claims, demands,
              liabilities, debts, accounts, obligations, damages, compensatory
              damages, punitive damages, liquidated damages, costs, expenses,
              actions and causes of action arising out of or in connection with
              the employment relationship with the Company, the termination of
              that relationship, and/or post-employment retaliation and
              defamation (including but not limited to any claims for wrongful
              discharge or breach of the covenant of good faith and fair
              dealing), any and all federal and state civil rights laws,
              ordinances, regulations or orders, based on charges of
              discrimination or harassment on account of race, color, religion,
              sex, sexual orientation, age, citizenship, national origin, mental
              or physical disability, medical condition, marital status,
              pregnancy or any other discrimination prohibited by such laws,
              ordinances, regulations or orders (including but not limited to
              Title VII of the Civil Rights Act of 1964, as amended, 42 USC
              Section 2000, et seq.; Americans with Disabilities Act; Civil
              Rights Act of 1866, and Civil Rights Act of 1991; 42 USC Section
              1981, et seq.; Age Discrimination in Employment Act, as amended,
              29 USC Section 621, et seq.; Equal Pay Act, as amended, 29 USC
              Section 206(d); regulations of the Office of Federal Contract
              Compliance, 41 CFR Section 60, et seq.; and the California Fair
              Employment and Housing Act, California Government Code Section
              12940, et seq.).

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     8.3.     If the Executive or the Company does not make a written request
              for arbitration within the limitations period applicable to a
              claim under applicable federal or state law, that party will have
              waived its right to raise that claim, in any forum, arising out of
              that issue or dispute.

     8.4.     The Executive and the Company will select an arbitrator by mutual
              agreement. If the Executive and the Company are unable to agree on
              a neutral arbitrator, either party may elect to obtain a list of
              arbitrators from the Alternative Dispute Resolution Service. The
              Executive and the Company will alternately strike names from the
              list, with the Executive striking the first name, until only one
              name remains. The remaining person shall be the arbitrator.

     8.5.     Arbitration proceedings will be held in California at a location
              mutually convenient to the Executive and the Company.

     8.6.     The parties retain the rights to conduct all discovery as provided
              for in the California Code of Civil Procedure, and the arbitrator
              shall have the power to decide any discovery disputes between the
              parties.

     8.7.     The arbitrator shall entertain motions by either party for summary
              disposition as provided for by applicable state law.

     8.8.     The arbitrator shall conduct a hearing in a manner to be mutually
              agreed upon by the Executive and the Company, or by the arbitrator
              if the parties cannot agree, provided, however, that the parties
              shall have the opportunity to call witnesses under oath, and to
              examine and cross examine all witnesses who appear at the hearing.

     8.9.     Within thirty (30) days following the hearing and the submission
              of the matter to the arbitrator, the arbitrator shall issue a
              written opinion and award which shall be signed and dated. The
              arbitrator's award shall decide all issues submitted by the
              parties, and the arbitrator may not decide any issue not
              submitted. The arbitrator shall be permitted to award only those
              remedies in law or equity which are requested by the parties and
              allowed by law.

     8.10.    The cost of the arbitrator and other incidental costs of
              arbitration, including the cost of a court reporter, shall be
              equally shared between the Executive and the Company, unless the
              arbitrator determines that this would cause an undue hardship to
              the Executive, in which case the entire cost shall be borne by the
              Company. The Executive and the Company shall each bear their own
              costs for legal representation in any arbitration proceeding,
              provided however, that the arbitrator shall have the authority to
              require either party to pay the fee for the other party's
              representation during the arbitration, as is otherwise permitted
              under federal or state law, as a part of any remedy that may be
              ordered.

9.       INDEMNIFICATION

         To the fullest extent permitted under applicable law, the Company shall
indemnify, defend and hold Executive harmless from and against any and all
causes of action, claims, demands, liabilities, damages, costs and expenses of
any nature whatsoever (collectively, "Damages") directly or indirectly arising
out of or relating to Executive discharging Executive's duties hereunder on
behalf of the Company and/or its respective subsidiaries and affiliates, so long
as Executive acted in good faith within the course and scope of Executive's
duties with respect to the matter giving rise to the claim or Damages for which
Executive seeks indemnification.

10.      GENERAL PROVISIONS

     10.1.    Assignment; Binding Effect. Neither the Company or Executive may
              assign, delegate or otherwise transfer this Agreement or any of
              their respective rights or obligations hereunder without the
              prior written consent of the other party. Any attempted
              prohibited assignment or delegation shall be void. This Agreement
              shall be binding upon and inure to the benefit of any permitted
              successors or assigns of the parties and the heirs, executors,
              administrators and/or personal representatives of Executive.

     10.2.    Notices. All notices, requests, demands and other communications
              that are required or may be given under this Agreement shall be
              in writing and shall be deemed to have been duly given when
              received if personally delivered; when transmitted if transmitted
              by telecopy, electronic or digital transmission method with
              electronic confirmation of receipt; the day after it is sent, if
              sent for next-day delivery to a domestic address by recognized
              overnight delivery service (e.g., FedEx); and upon receipt, if
              sent by certified or registered mail, return receipt requested.
              In each case notice shall be sent to:

<PAGE>


If to the Company:                              Arden Realty Limited Partnership
                                                c/o Arden Realty, Inc.
                                                11601 Wilshire Boulevard
                                                Fourth Floor
                                                Los Angeles, CA 90025-1740
                                                Attention:  President
                                                Facsimile:(310) 966-2699

If to Executive:                                David Swartz
                                                c/o Arden Realty, Inc.
                                                11601 Wilshire Boulevard
                                                Fourth Floor
                                                Los Angeles, CA 90025-1740
                                                Facsimile:(310) 966-2699

Any party may change its address for the purpose of this Section 10.2 by giving
the other party written notice of its new address in the manner set forth above.

     10.3     Entire Agreement. This Agreement constitutes the entire agreement
              of the parties, and supersedes all prior agreements including
              without limitation, the Agreement between the Company and
              Executive dated as of January 1, 1999 which provided for a one
              year term of employment.

     10.4     Amendments; Waivers. This Agreement may be amended or modified,
              and any of the terms and covenants may be waived, only by a
              written instrument executed by the parties hereto, or, in the case
              of a waiver, by the party waiving compliance. Any waiver by any
              party in any one or more instances of any term or covenant
              contained in this Agreement shall neither be deemed to be nor
              construed as a further or continuing waiver of any such term or
              covenant of this Agreement.

     10.5     Provisions Severable. In case any one or more provisions of this
              Agreement shall be invalid, illegal or unenforceable, in any
              respect, the validity, legality and enforceability of the
              remaining provisions contained herein shall not, in any way, be
              affected or impaired thereby. If any provision hereof is
              determined by any court of competent jurisdiction to be invalid or
              unenforceable by reason of such provision extending the covenants
              and agreements contained herein for too great a period of time or
              over too great a geographical area, or being too extensive in any
              other respect, such provision shall be interpreted to extend only
              over the maximum period of time and geographical area, and to the
              maximum extent in all other respects, as to which it is valid and
              enforceable, all as determined by such court in such action.

     10.6     Attorney's Fees. If any legal action, arbitration or other
              proceeding, is brought for the enforcement of this Agreement, or
              because of an alleged dispute, breach or default in connection
              with any of the provisions of this Agreement, each of the parties
              hereto shall be responsible for payment of any attorneys' fees and
              other costs incurred by them in that action or proceeding, without
              regard to whomever is the prevailing party in such action or
              proceeding.

     10.7     Governing Law. This Agreement shall be construed, performed and
              enforced in accordance with, and governed by the laws of the State
              of California without giving effect to the principles of conflict
              of laws thereof.

     10.8     Counterparts. This Agreement may be executed in one or more
              counterparts, each of which shall be deemed an original, but all
              of which shall constitute the same instrument.

<PAGE>

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

THE COMPANY:

ARDEN REALTY LIMITED PARTNERSHIP, a
Maryland Limited Partnership

By: ARDEN REALTY, INC.,
    a Maryland corporation
    Its: Sole General Partner

By:
   /s/ Victor J. Coleman                                           May 27, 1999
------------------------                                           -------------
Victor J. Coleman                                                  Date
Its: President and COO

EXECUTIVE:

/s/ David Swartz                                                  May 27, 1999
----------------                                                  --------------
David Swartz                                                      Date