EXHIBIT 10-I.
-------------
(J-XII)


           PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
      (Plaza Hermosa Shopping Center; Hermosa Beach, California)


     THIS AGREEMENT is made and entered into as of the _______ day of
November, 1997 (the "Effective Date"), by and between JMB INCOME
PROPERTIES, LTD.-XII, an Illinois limited partnership (hereinafter called
"Seller"), and PACIFIC RETAIL TRUST, a Maryland real estate investment
trust (hereinafter called "Buyer").

                            R E C I T A L S
     A.    Seller is the owner of that certain real property located in
the City of Hermosa Beach, County of Los Angeles, State of California,
consisting primarily of a shopping center sometimes known as "Plaza Hermosa
Shopping Center" (the "Premises").

     B.    Buyer desires to purchase, and Seller desires to sell, such
Premises on the terms and conditions hereinafter documented.

     NOW, THEREFORE, in consideration of the mutual undertakings of the
parties hereto, it is hereby agreed as follows:

     1.    PURCHASE AND SALE.  Seller shall sell to Buyer, and Buyer shall
purchase from Seller, the land (the "Land") described in Exhibit "A"
attached hereto and made a part hereof, together with all right, title and
interest of Seller in and to all improvements, structures, supplies and
fixtures located upon the Land, all right, title and interest of Seller in
and to those items of personal property described in Exhibit "B" attached
hereto and made a part hereof, all right, title and interest of Seller in
and to the name "Plaza Hermosa Shopping Center", and, to the extent
assignable, all right, title and interest of Seller in and to all leases,
contract rights, agreements, tenant lists, advertising material and
telephone exchange numbers (hereinafter, collectively, the "Property"), all
upon the terms, covenants and conditions hereinafter set forth.

     2.    PURCHASE PRICE.  The purchase price (the "Purchase Price") for
the Property shall be the sum of $13,600,000.

     3.    PAYMENT OF PURCHASE PRICE.  The Purchase Price shall be paid to
Seller by Buyer as follows:

     A.    ESCROW DEPOSIT.  Within three (3) business days after the
Effective Date, Buyer shall deliver $250,000 (which amount, together with
all interest earned thereon, is herein called the "Escrow Deposit") to
Chicago Title Insurance Company, at its offices at 700 South Flower Street,
Los Angeles, California, Attention: Fran Butler (which company, in its
capacity as escrow holder hereunder, is called "Escrow Holder").  The
Escrow Deposit shall be delivered to Escrow Holder by wire transfer of
immediately available federal funds or by bank or cashier's check
evidencing good funds and drawn on a national bank reasonably satisfactory
to Seller.  The amounts deposited hereunder shall be held by Escrow Holder
as a deposit against the Purchase Price in accordance with the terms and
provisions of this Agreement.  At all times that the Escrow Deposit is
being held by the Escrow Holder, the Escrow Deposit shall be invested by
Escrow Holder in the following investments, provided such funds are
immediately available ("Approved Investments"):  (i) United States Treasury
obligations, (ii) United States Treasury-backed repurchase agreements
issued by a major money center banking institution reasonably acceptable to
Seller, or (iii) such other manner as may be reasonably agreed to by Seller
and Buyer.  The Escrow Deposit shall be disposed of by Escrow Holder only
as provided in this Agreement.

     B.    CLOSING PAYMENT.  The balance of the Purchase Price, as
adjusted by the application of the Escrow Deposit and by the prorations and
credits specified herein, shall be paid in cash on the Closing Date (the
amount to be paid under this subparagraph B being herein called the
"Closing Payment").

     4.    CONDITIONS PRECEDENT.

     A.    TITLE MATTERS.

     (1)   PRELIMINARY TITLE REPORT.  Seller has ordered (and within ten
(10) days after the Effective Date will deliver) to Buyer and its counsel a
copy of a preliminary title report (the "Preliminary Title Report")
covering the Property from Chicago Title Insurance Company (which company,
in its capacity as title insurer hereunder, is herein called the "Title
Company"), together with copies of all exceptions to title referenced
thereto.  In addition, Seller has ordered (and within ten (10) days after
the Effective Date will deliver) to Buyer and its counsel an update of that
certain survey of the Property dated July 9, 1997, prepared by Anacal
Engineering Co., which survey shall be certified to Buyer and Title Company
("Survey") in accordance with Exhibit "C" attached hereto and made a part
hereof.  If Buyer shall fail to deliver written notice ("Title Objection
Notice") setting forth those title and survey matters to which Buyer
objects on or before the date which is ten (10) days after the date Buyer
has received both the Preliminary Title Report and the Survey (the "Title
Review Period"), Buyer shall be deemed to have approved the exceptions to
title shown on the Preliminary Title Report and the matters disclosed on
the Survey.  Approval by Buyer of any additional exceptions to title or
survey matters disclosed after the end of the Title Review Period shall be
a condition precedent to Buyer's obligation to purchase the Property.
Unless Buyer gives written notice that it disapproves any such additional
exceptions to title or survey matters, stating the exceptions so
disapproved, on or before the sooner to occur of five (5) business days
after receipt of written notice thereof or the Closing Date, Buyer shall be
deemed to have approved said exceptions or survey matters.  If for any
reason, on or before the Closing Date Seller does not cause such exceptions
to title or survey matters which Buyer disapproves (to the extent Buyer is
permitted hereunder to so disapprove) to be removed at no cost or expense
to Buyer (Seller having the right but not the obligation to do so), unless
Buyer elects to waive any such objections by delivering written notice of
such waiver to Seller on or before  the Closing Date, the obligation of
Seller to sell, and Buyer to buy, the Property as herein provided shall
terminate (and Seller and Buyer shall have no further obligations in
connection herewith).  Buyer shall have the option to waive the condition
precedent set forth in this paragraph 4A(1) by notice to Seller.  In the
event of such waiver, such condition shall be deemed satisfied.  All
matters set forth on the Preliminary Title Report which are not timely
objected to by Buyer, are herein called the "Permitted Exceptions".  The
term "Permitted Exceptions" shall additionally include (i) any title
matters objected to by Buyer, which objections are subsequently waived in
writing by Buyer, and (ii) any title matters objected to by Buyer, which
objections are cured to Buyer's satisfaction.  Notwithstanding the
foregoing to the contrary, Seller shall be obligated to eliminate at or
prior to "Closing" (as hereinafter defined) all liens in the nature of (x)
a mechanics' or materialmans' lien created as a result of a direct contract
entered into by Seller (or its agents), (y) a deed of trust or mortgage
created by Seller and (z) a tax or judgment lien against Seller.  In the
event that Seller fails to eliminate a lien that Seller is obligated to
eliminate in accordance with the immediately preceding sentence, Buyer
shall receive at Closing a credit against the Purchase Price in an amount
equal to the amount of the lien that Seller has failed to so eliminate.

     (2)   EXCEPTIONS TO TITLE.  Buyer shall be obligated to accept title
to the Property, subject to the following exceptions to title:

     (a)   Real estate taxes and assessments not yet due and payable; and

     (b)   The Permitted Exceptions.
As a condition to Buyer's obligation to close, the Escrow Agent shall
deliver to Buyer at Closing an ALTA Owner's Policy (Revised 10-17-70 and
10-17-84) (or other form if required by state law) of title insurance, with
extended coverage (i.e., with ALTA General Exceptions 1 through 5 deleted,
or with corresponding deletions if the Property is located in a non-ALTA
state), issued by the Title Company as of the date and time of the
recording of the "Deed" (as hereinafter defined), in the amount of the
Purchase Price, containing the Buyer's Endorsements, insuring Buyer as
owner of good, marketable and indefeasible fee simple title to the
Property, and subject only to the Permitted Exceptions (the "Owner's
Policy").  "Buyer's Endorsements" shall mean, to the extent such
endorsements are available under the laws of the state in which the
Property is located: (a) owner's comprehensive; (b) access; (c) survey
(accuracy of survey); (d) location (survey legal matches title legal); (e)
separate tax lot; (f) legal lot; (g) zoning 3.1, with parking and loading
docks; and (h) such other endorsements as Buyer may require during the Due
Diligence Period based on its review of the Preliminary Title Report and
Survey. Seller shall execute at Closing an ALTA Statement (Owner's
Affidavit) acceptable to Seller and such other documents or agreements
required by the Title Company and acceptable to Seller to issue the Title
Policy in accordance with the provisions of this Agreement.
     B.    DUE DILIGENCE REVIEWS.  Buyer shall have until 5:00 p.m.
(Central time) on the date that is thirty (30) days after the Effective
Date (the "Due Diligence Period") within which to complete all of Buyer's
due diligence examinations, reviews and inspections of all matters
pertaining to the purchase of the Property (other than the title and survey
reviews contemplated in paragraph A above), including all leases, service
contracts, and all physical, environmental and compliance matters and
conditions respecting the Property.  Seller has delivered (and Buyer hereby
acknowledges receipt of), the due diligence materials listed on Exhibit "D"
attached hereto and made a part hereof.  During the Due Diligence Period,
Seller shall provide Buyer with reasonable access to the Property upon
reasonable advance notice.  Buyer shall promptly commence, and shall
diligently and in good faith pursue, its due diligence review hereunder.
Buyer shall at all times conduct its due diligence review, inspections and
examinations in a manner so as to not cause damage, loss, cost or expense
to Seller or the Property and, to the extent reasonably practicable, so as
to not interfere with or disturb any tenant at the Property, and Buyer will
indemnify, defend, and hold Seller and the Property harmless from and
against any such damage, loss, cost or expense (the foregoing obligation
surviving any termination of this Agreement).  In no event shall Buyer make
any intrusive physical testing (environmental, structural or otherwise) at
the Property (such as soil borings, water samplings or the like) without
Seller's prior written consent (and shall in all events promptly return the
Property to its prior condition and repair thereafter).  Seller shall have
the right, at its option, to cause a representative of Seller to be present
at all inspections, reviews and examinations conducted hereunder (including
any tenant interviews).  At the request of Seller, Buyer shall promptly
deliver to Seller true, accurate and complete copies of any written reports
relating to the Property prepared for or on behalf of Buyer by any third
party and in the event of termination hereunder, shall return all documents
and other materials furnished to or on behalf of Buyer by Seller hereunder.

Buyer shall keep all information or data received or discovered in
connection with any of the inspections, reviews or examinations strictly
confidential. Notwithstanding anything herein to the contrary, Buyer may
disclose any such information to its employees, consultants and agents on a
need to know basis for purposes evaluating the Property, and as may be
required in order to comply with any laws or regulations applicable to
Buyer (provided, however, that Buyer shall cause such employees,
consultants and agents to keep such information strictly confidential).
If, on or before the expiration of the Due Diligence Period, Buyer shall
determine that it does not intend to proceed with the acquisition of the
Property, then Buyer shall promptly notify Seller and Escrow Holder of such
determination in writing (such notice being herein called the "Disapproval
Notice"), and in which event this Agreement, and the obligations of the
parties, shall terminate and the Escrow Deposit will be returned to Buyer.
If Buyer fails to timely deliver the Disapproval Notice, Buyer shall have
no further right to terminate this Agreement pursuant to this paragraph 4B.
During the Due Diligence Period, Buyer shall notify Seller as to which
Service Agreements Buyer will assume and which Service Agreements will be
terminated by Seller at Closing.  Buyer will assume the obligations arising
from and after the Closing Date under those Service Agreements that are not
in default as of the Closing Date and which Buyer has elected to assume.
Seller shall terminate at Closing all Service Agreements that are not so
assumed; provided, however, that Buyer shall be responsible for paying any
termination fees or costs associated therewith.  Seller shall terminate at
Closing, and Buyer shall not assume, any property management agreement
affecting the Property.

     C.    ESTOPPEL CERTIFICATES.  Receipt of estoppel certificates
consistent with the "Rent Roll" (as hereinafter defined) and Seller's
representations and warranties set forth in paragraph 7A(2)(a) hereof,
dated not more than thirty (30) days prior to the Closing Date from Vons,
Savon, Aaron Brothers, Blockbuster and 70% of the balance of the tenants at
the Property under leases at the Property in effect as of the date hereof,
is a condition precedent to Buyer's obligation to purchase the Property
hereunder.  The estoppel certificates to be obtained from each tenant shall
be substantially in the form of Exhibit "E" attached hereto and made a part
hereof; provided, however, (i) with respect to the any major national
tenant, the applicable estoppel certificate may be in the standard form
otherwise required by such entity and (ii) if the applicable tenant lease
limits the information required to be certified by the tenant, then an
estoppel certificate setting forth only such required information shall be
deemed acceptable. If the required tenant estoppel are not delivered to
Buyer, or if any tenant estoppel either does not meet the foregoing
requirements or discloses any facts objectionable to Buyer in its
reasonable opinion, Buyer may elect to either: (x) terminate this Agreement
by delivering written notice to Seller on or before the expiration of the
Due Diligence Period (in which event the Escrow Deposit shall be promptly
returned to Buyer); or (y) waive the satisfaction of this condition (and
failure to provide such written notice of termination shall be deemed a
waiver) and proceed with transaction contemplated hereunder.  Seller's sole
obligation hereunder shall be to utilize reasonable efforts to obtain such
estoppel certificates (such reasonable efforts obligation not including any
obligation to institute legal proceedings or to expend any monies therefor,
other than for minor administrative charges incurred by Seller).

     D.    PERFORMANCE BY SELLER.  The performance and observance, in all
material respects, by Seller of all covenants and agreements of this
Agreement to be performed or observed by Seller prior to or on the Closing
Date shall be a condition precedent to Buyer's obligation to purchase the
Property.  In addition, in the event that the "Seller Closing Certificate"
(as hereinafter defined) shall disclose any material adverse changes in the
representations and warranties of Seller contained in paragraph 7A below
which are not otherwise permitted or contemplated by this Agreement, then
Buyer shall have the right to terminate this Agreement.  Buyer shall have
the right to terminate this Agreement if any condition precedent set forth
in this paragraph 4D is not satisfied, by delivering written notice to
Seller.  In the event Buyer fails to deliver such notice of termination,
such conditions shall be deemed satisfied.

     E.    PERFORMANCE BY BUYER.  The performance and observance, in all
material respects, by Buyer of all covenants and agreements of this
Agreement to be performed or observed by it prior to or on the Closing Date
shall be a condition precedent to Seller's obligation to sell the Property.

In addition, in the event that the "Buyer Closing Certificate" (as
hereinafter defined) shall disclose any material adverse changes in the
representations and warranties of Buyer contained in paragraph 7B below
which are not permitted or contemplated by this Agreement, then Seller
shall have the right to terminate this Agreement. Seller shall have the
right to terminate this Agreement if any condition precedent set forth in
this paragraph 4E is not satisfied, by delivering written notice to Buyer.
In the event Seller fails to deliver such notice of termination, such
conditions shall be deemed satisfied.

     5.    CLOSING PROCEDURE TRANSACTIONS.  The closing (the "Closing") of
the sale and purchase herein provided shall be consummated at a closing
conference ("Closing Conference"), which shall be held on the Closing Date
either at the offices of the Seller at 900 North Michigan Avenue, Chicago,
or through mutually agreeable escrow arrangements.   As used herein,
"Closing Date" means the date which is three (3) business days after the
expiration of the Due Diligence Period, or such other date as may be agreed
upon by Buyer and Seller in writing.

     A.    ESCROW.  On or before the Closing Date, the parties shall
deliver to Title Company, at its office located at 700 South Flower Street,
Los Angeles, California, the following:  (1) by Seller, a duly executed and
acknowledged original grant deed ("Deed") in favor of Buyer, in the form of
Exhibit "F" attached hereto and made a part hereof, and (2) by Buyer, the
Closing Payment in immediately available federal funds.  Such deliveries
shall be made pursuant to escrow instructions ("Escrow Instructions") to be
executed among Buyer, Seller and Title Company in form reasonably
acceptable to such parties in order to effectuate the intent hereof.  The
conditions to the closing of such escrow shall include the Title Company's
receipt of the Deed, the Closing Payment, the issuance by the Title Company
of the Owner's Policy in the form specified in paragraph 4A(2) hereof, and
an authorization notice from each of Buyer and Seller (and each of Buyer
and Seller shall be obligated to deliver such authorization notice at the
Closing Conference as soon as it is reasonably satisfied that the other
party is in a position to deliver the items to be delivered by such other
party under subparagraph B below).

     B.    DELIVERY TO PARTIES.  Upon full satisfaction of the conditions
set forth in the Escrow Instructions, then on the Closing Date (1) the Deed
shall be delivered to Buyer by Title Company's depositing the same for
recordation, (2) the Closing Payment (and the Escrow Deposit) shall be
delivered to Seller and (3) at the Closing Conference, the following items
shall be delivered:

     (1)   SELLER DELIVERIES.  Seller shall deliver to Buyer the
following:

     (a)   A duly executed and acknowledged bill of sale, assignment and
assumption agreement ("Assignment and Assumption Agreement") in the form of
Exhibit "G" attached hereto and made a part hereof;

     (b)   A certificate of Seller ("Seller Closing Certificate") updating
the representations and warranties contained in paragraph 7A hereof to the
Closing Date and noting any changes thereto;

     (c)   Duly executed and acknowledged certificates regarding the "non-
foreign" status of Seller satisfying both federal and state law
requirements;

     (d)   Evidence reasonably satisfactory to Escrow Holder respecting
the due organization of Seller and the due authorization and execution of
this Agreement and the documents required to be delivered hereunder; and

     (e)   Such additional documents as may be reasonably required by
Buyer and Title Company in order to consummate the transactions hereunder
(provided the same do not increase the costs to, or liability or
obligations of, Seller in a manner not otherwise provided for herein).

     (2)   BUYER DELIVERIES.  Buyer shall deliver to Seller the following:

     (a)   A duly executed and acknowledged Assignment and Assumption
Agreement;

     (b)   A certificate of Buyer ("Buyer Closing Certificate") updating
the representations and warranties contained in paragraph 7B hereof to the
Closing Date and noting any changes thereto;

     (c)   Evidence reasonably satisfactory to Escrow Holder respecting
the due organization of Buyer and the due authorization and execution of
this Agreement and the documents required to be delivered hereunder; and

     (d)   Such additional documents as may be reasonably required by
Seller and Title Company in order to consummate the transactions hereunder
(provided the same do not increase the costs to, or liability or
obligations of, Buyer in a manner not otherwise provided for herein).

     C.    CLOSING COSTS.  Seller shall pay the documentary or transfer
taxes attributable to the Deed, and the title insurance premiums (at a rate
not in excess of standard issue rates) attributable to standard coverage
respecting the CLTA portion of the Owner's Policy, and the cost of updating
the Survey.  Buyer shall pay all title insurance premiums attributable to
the Owner's Policy in excess of standard coverage, as well as any costs
attributable to ALTA coverage in connection therewith or for other
so-called "extended coverage" or for any endorsements to the Owner's
Policy, to the extent any of the foregoing is requested by Buyer, all costs
and expenses related to Buyer's due diligence examinations, reviews and
inspections, all costs and expenses of any financing which Buyer may obtain
in connection with its acquisition and all recording fees for the Deed.
Seller and Buyer shall each pay one-half of any closing escrow charges.
Seller and Buyer shall each pay its own attorney's fees and expenses and
its own respective shares of prorations as hereinafter provided.

     D.    PRORATIONS.

     (1)   ITEMS TO BE PRORATED.  The following shall be prorated between
Seller and Buyer as of the close of the day immediately preceding the
Closing Date (the "Adjustment Date"):

     (a)   TAXES.  All real estate taxes and assessments on the Property
applicable to any period prior to the Adjustment Date. Buyer shall receive
a credit against the Purchase Price for any accrued but unpaid real estate
taxes and assessments on the Property applicable to any period prior to the
Adjustment Date.  In no event shall Seller be charged with or be
responsible for any increase in the taxes on the Property resulting from
the sale of the Property or from any improvements made or leases entered
into on or after the Closing Date.  In the event that any assessments on
the Property are payable in installments, then the installment for the
current period shall be prorated (with Buyer assuming the obligation to pay
any installments due after the Adjustment Date).

     (b)   RENTS.  All fixed and additional rentals under the Leases, and
other tenant charges.  Seller shall deliver or provide a credit in an
amount equal to all prepaid rentals for periods after the Adjustment Date
to Buyer on the Closing Date.  Rents which are delinquent as of the
Adjustment Date shall not be prorated on the Closing Date.  Buyer shall
include such delinquencies in its normal billing and shall use commercially
reasonable efforts to collect the same after the Closing Date (but Buyer
shall not be required to litigate or declare a default in any lease).  To
the extent Buyer receives rents (other than "Additional Amounts", as
hereinafter defined) after the Adjustment Date, such payments shall be
applied first toward then current rent owed to Buyer in connection with the
applicable lease for which such payments are received, and finally any
excess monies received shall be applied toward the payment of any
delinquent rents in the inverse order in which they accrued, with Seller's
share thereof being promptly delivered to Seller.  Buyer may not waive any
delinquent rents nor modify a lease so as to reduce or otherwise affect
amounts owed thereunder for any period in which Seller is entitled to
receive a share of charges or amounts without first obtaining Seller's
written consent.  Common area charges, taxes, operating expense and other
similar expense reimbursement obligations of the tenants under the Leases,
as well as any percentage payable thereunder (collectively, "Additional
Amounts") shall be prorated as of the Adjustment Date.  The parties will
finalize such Additional Amounts prorations on the Closing Date or as soon
as practicable thereafter (but in any event not later than September 15,
1998)  In order for the parties to determine the credits and adjustments
herein provided for, no later than three (3) business days prior to the
Closing Date, Seller will deliver to Buyer (or otherwise make available to
Buyer) copies of all relevant portions of its books and records and all
back-up or supporting documentation corroborating the amount paid by Seller
and the amount received from the tenants in respect of Additional Amounts,
and at Closing, Seller shall deliver to Buyer at the Property copies of the
same information for each that has audit rights and the ability to
challenge any prior year's reconciliations.  Seller agrees to cooperate in
good faith and with reasonable diligence in providing to Buyer as and when
needed copies of all relevant invoices, bills, evidence of payment and
other information required by Buyer to make any required post-Closing
reconciliations of Additional Amounts.  Proration of expense items
contained in the calculation of the Additional Amounts shall be made on the
basis that Seller shall be entitled to reimbursement of the applicable
expenses incurred by Seller (annualized or otherwise appropriately
apportioned) on or prior to the Adjustment Date.  To the extent that, based
on such determinations, Seller has received amounts in excess of the amount
due Seller, then Buyer shall receive a credit equal to such excess amount
on the Closing Date (or if determined thereafter, then Seller shall deliver
such amounts to Buyer within fifteen (15) days of such determination).  To
the extent that Seller has received an amount less than the amount so due,
Buyer shall deliver such shortfall amount to Seller within fifteen (15)
days after such amounts are received from the respective tenants.  The
amount of percentage rent to be allocated to Seller with respect to each
Tenant Lease for the lease year (the "Current Lease Year") in which the
Closing Date occurs shall be that amount equal to the amount of percentage
rent owed by such tenant for the lease year multiplied by a fraction, the
numerator of which is the number of days in such lease year prior to and
including the Adjustment Date, and the denominator of which is the total
number of days in such lease year. Buyer shall receive a credit at Closing
equal to the amount, if any, of percentage rent received by Seller as of
the Adjustment Date which is allocable to any period of time after the
Adjustment Date.  Buyer shall not be obligated to pay or credit Seller any
sum on account of the proration of percentage rent as aforesaid unless and
until the percentage rent to be prorated as aforesaid shall be received by
Buyer. Buyer shall reasonably endeavor to collect delinquencies owed to
Seller hereunder (but shall not be require to litigate or declare a default
in any lease); provided, however, that Buyer shall not waive any claims for
delinquencies relating to Seller's period of ownership without Seller's
prior written consent.  With respect to delinquent rents, Additional
Amounts and any other amounts or other rights of any kind respecting
tenants who are no longer tenants of the Property as of the Closing Date,
Seller shall retain all rights relating thereto.

     (c)   SECURITY DEPOSITS.     Seller shall deliver or provide a
credit to Buyer in an amount equal to all refundable security deposits (to
the extent the foregoing are held by Seller and are not applied or
forfeited prior to the Adjustment Date)

     (d)   UTILITY AND OPERATING EXPENSES.  All utility costs and other
normal and customary operating expenses in connection with the Property.
Seller shall cause the meters, if any, for utilities to be read on the
Adjustment Date and to pay the bills rendered on the basis of such
readings. If any such meter reading for any utility is not available, then
adjustment therefor shall be made on the basis of the most recently issued
bills therefor which are based on meter readings not earlier than thirty
(30) days before the Closing Date; and such adjustment shall be re-prorated
when the next utility bills are received.  Seller or Buyer, as the case may
be, shall receive a credit for regular charges under Service Agreements
assumed by Buyer pursuant to this Agreement paid and applicable to Buyer's
period of ownership or payable and applicable to Seller's period of
ownership, respectively.

     (e)   TENANT IMPROVEMENTS AND ALLOWANCES. Tenant improvement expenses
(including all hard and soft construction costs, whether payable to the
contractor or the tenant), tenant allowances, rent abatement, moving
expenses and other out-of-pocket costs which are the obligation of the
landlord under Tenant Leases shall be allocated between the parties
according to whether such obligations arise in connection with (1) Leases
executed as of the date of this Agreement other than with respect to
renewal or expansion rights under such Tenant Leases properly exercised
after the date of this Agreement (collectively, "Existing TI Obligations");
or (2) Tenant Leases or amendments entered into during the pendency of this
Agreement and approved or deemed approved by Buyer pursuant to paragraph 8C
and renewals or expansion rights properly exercised after the date of this
Agreement ("New TI Obligations"):

     (i)   EXISTING TI OBLIGATIONS. If, by the Adjustment Date, Seller has
not completed and paid in full Existing TI Obligations, then such costs as
reasonably agreed by Buyer and Seller shall be credited against the
Purchase Price at Closing, and Buyer shall be responsible for completing
and paying such Existing TI Obligations.

     (ii)  NEW TI OBLIGATIONS. At Closing, Buyer shall reimburse Seller
for the cost for New TI Obligations properly performed and paid for by
Seller, and Buyer shall assume the obligation to perform and pay for such
New TI Obligations.

     (iii) CHANGE ORDERS. Except as required by the respective terms of
the applicable Tenant Leases, Seller shall not agree to any change orders
or additions to tenant improvements or material changes in the scope of
work or specifications with respect to Existing TI Obligations or New TI
Obligations without Buyer's prior written approval (which shall not be
unreasonably withheld or delayed).

     (iv)  EVIDENCE OF PAYMENT. At Closing, Seller shall provide lien
waivers, payment affidavits, certificates of completion, and other evidence
reasonably necessary to confirm Seller's compliance with its obligations
pursuant to this paragraph 5D(1)(e).

     (v)   ASSIGNMENT OF CONSTRUCTION-RELATED CONTRACTS. If Buyer is
responsible for completing tenant improvements pursuant to the foregoing
provisions, at Closing Seller shall assign to Buyer all contracts
(including, without limitation, contracts with contractors, architects
and/or consultants) related to such construction other than any contracts
which by their terms are non-assignable and the other party thereto refuses
to consent to such assignment, pursuant to an assignment instrument in form
and substance reasonably acceptable to Buyer, and Seller further shall
cause to be delivered to Buyer at Closing written consents and
acknowledgments of such other parties to such contracts consenting to such
assignment and otherwise in form and substance reasonably acceptable to
Buyer.

     (f)   LEASING COMMISSIONS. On or before the Closing Date, Seller
shall pay in full all leasing commissions due to leasing or other agents
for the current remaining term of each Lease (determined without regard to
any unexercised termination or cancellation right); provided, however, that
at Seller's option, Buyer shall receive a credit against the Purchase Price
at Closing in an amount equal to the then unpaid leasing commissions and
Buyer shall assume, in writing, the obligation to pay any such leasing
commissions due thereunder after the Adjustment Date up to the amount of
such credit.

     (2)   CALCULATION.  The prorations and payments shall be made on the
basis of a written statement submitted to Buyer and Seller by Escrow Holder
prior to the Close of Escrow and approved by Buyer and Seller.  In the
event any prorations or apportionments made under this subparagraph D shall
prove to be incorrect for any reason, then any party shall be entitled to
an adjustment to correct the same.  Any item which cannot be finally
prorated because of the unavailability of information shall be tentatively
prorated on the basis of the best data then available and reprorated when
the information is available.  The obligations of Seller and Buyer under
this paragraph 5D(2) shall survive the closing until September 15, 1998
(and all reprorations hereunder shall be finalized prior to such date).

     6.    CONDEMNATION OR DESTRUCTION OF PROPERTY.  In the event that,
after the date hereof but prior to the Closing Date, either any portion of
the Property is taken pursuant to eminent domain proceedings or any of the
improvements on the Property are damaged or destroyed by any casualty,
Seller shall have no obligation to repair or replace any such damage or
destruction.  Seller shall, upon consummation of the transaction herein
provided, assign to Buyer all claims of Seller respecting any condemnation
or casualty insurance coverage, as applicable, and all condemnation
proceeds or proceeds from any such casualty insurance received by Seller on
account of any casualty (the damage from which shall not have been repaired
by Seller prior to the Closing Date), as applicable.  In connection with
any assignment of insurance proceeds hereunder, Seller shall assign any
rent loss insurance applicable to the period from and after the Closing,
and Seller shall credit Buyer with an amount equal to the applicable
deductible amount under Seller's insurance; provided, however, if the
amount of such deductible amount shall exceed $100,000, then unless Buyer
elects to proceed with the transaction without receiving further credit for
the deductible in excess of $100,000, Seller shall have the right to
terminate this Agreement by notice to Buyer given on or before the Closing
Date (whereupon the Escrow Deposit shall be returned to Buyer).  In the
event the condemnation award or the cost of repair of damage to the
Property on account of a casualty, as applicable, shall exceed $100,000 (or
if a casualty is uninsured, and Seller does not elect to credit Buyer with
an amount equal to the cost to repair such uninsured casualty, Seller
having the right, but not the obligation, to do so), Buyer may, at its
option, terminate this Agreement by notice to Seller, given on or before
the Closing Date and receive a refund of the Escrow Deposit.

     7.    REPRESENTATIONS AND WARRANTIES.

     A.    REPRESENTATIONS AND WARRANTIES OF SELLER.

     (1)   GENERAL DISCLAIMER.  Except as specifically set forth in
paragraph 7A(2) below or in the documents delivered by Seller at closing
pursuant to paragraph 5B(1) hereof, the sale of the Property hereunder is
and will be made on an "as is" basis, without representations and
warranties of any kind or nature, express, implied or otherwise, including,
but not limited to, any representation or warranty concerning title to the
Property, the physical condition of the Property (including, but not
limited to, the condition of the soil or the Improvements), the
environmental condition of the Property (including, but not limited to, the
presence or absence of hazardous substances on or respecting the Property),
the compliance of the Property with applicable laws and regulations
(including, but not limited to, zoning and building codes or the status of
development or use rights respecting the Property), the financial condition
of the Property or any other representation or warranty respecting income,
expenses, charges, liens or encumbrances, rights or claims on, affecting or
pertaining to the Property or any part thereof.  Buyer acknowledges that,
during the Due Diligence Period, Buyer will examine, review and inspect all
matters which in Buyer's judgment bear upon the Property and its value and
suitability for Buyer's purposes.  Except as to matters specifically set
forth in paragraph 7A(2) below or in the documents delivered by Seller at
closing pursuant to paragraph 5B(1) hereof, Buyer will acquire the Property
solely on the basis of its own physical and financial examinations, reviews
and inspections and the title insurance protection afforded by the Owner's
Policy.  Without limitation thereon, Buyer hereby waives any and all rights
of contribution or other rights or remedies against Seller under the
Comprehensive Environmental Response, Compensation and Liability Act or any
other applicable laws, rules or regulations as to all matters disclosed in
the "Environmental Reports" (as hereinafter defined) and/or Buyer's
environmental assessments of the Property.

     (2)   LIMITED REPRESENTATIONS AND WARRANTIES OF SELLER.  Seller
hereby represents and warrants to Buyer that, except as set forth in
Exhibit "H" attached hereto and made a part hereof, Seller has no knowledge
that any of the following statements is untrue (and, for this purpose,
Seller's knowledge shall mean only the present actual knowledge of (i)
Andrea Backman, Vice President of JMB Realty Corporation and portfolio
manager overseeing Seller's investment in the Property (after having made
inquiry of Seller's third party property manager with respect to the
representations and warranties contained in this Agreement, but otherwise
without any duty to investigate and with any imputed or constructive notice
being excluded), or (ii) Courtney Lackey, the on-site manager employed by
Seller's third party property manager):

     (a)   RENT ROLL. Attached as Exhibit "I-1" and made a part hereof is
a true, complete and accurate list, as of the date thereof, of all tenant
leases respecting the Property ("Rent Roll"), and Seller has not received
any written notice of a material default under any of such tenant leases
that remains uncured.  Except as disclosed in the Rent Roll, no Tenant
Lease has been modified, altered or amended in any respect.  There are no
leases, tenancies or other rights of occupancy or use for any portion of
the Property other than as set forth in the Rent Roll.  Except as set forth
in Exhibit "I-2" attached hereto and made a part hereof (the "Additional
Tenant Information List"), there are no outstanding tenant improvement or
leasing commission obligations of the landlord under the Tenant Leases, and
no understanding or agreement with any party exists as to payment of any
leasing commissions or fees regarding future tenant leases or as to the
procuring of tenants.  Notwithstanding anything to the contrary contained
herein, Seller shall have no obligation or liability to Buyer with respect
to any of the foregoing matters which shall be confirmed as correct in any
tenant estoppel certificate which may be delivered hereunder.

     (b)   LITIGATION.  There is no pending action, litigation,
condemnation or other proceeding against the Property or against Seller (or
any of its partners or principals) with respect to the Property.

     (c)   COMPLIANCE.  Seller has received no written notice from any
governmental authority having jurisdiction over the Property to the effect
that the Property is not in compliance with applicable laws and ordinances.

     (d)   SERVICE AGREEMENTS; OPERATING STATEMENTS.  Other than those
which are cancelable on 30 days' notice without payment of any fees, there
are no service agreements or contracts ("Service Agreements") or other
agreements (other than as expressly set forth in this Agreement) relating
to the Property which will be in force on the Closing Date, except as
described in Exhibit "J" attached hereto and made a part hereof, and Seller
is not in monetary default or material non-monetary default thereunder that
remains uncured.  The documents constituting the Service Agreements that
have been delivered to Buyer by Seller or its agents are true, correct and
complete copies of all of the Service Agreements affecting the Property.
The operating statements for the Property that have been delivered to Buyer
by Seller or its agents were prepared in the ordinary course of business
and are revised in connection with the operation of the Property.

     (e)   DUE AUTHORITY.  This Agreement and all agreements, instruments
and documents herein provided to be executed or to be caused to be executed
by Seller are and on the Closing Date will be duly authorized, executed and
delivered by and are binding upon Seller.  Seller is a limited partnership,
duly organized and validly existing under the laws of the State of
Illinois, and is duly authorized and qualified to do all things required of
it under this Agreement.  Seller has the legal capacity and authority to
enter into this Agreement and consummate the transactions herein provided
without the consent or joinder of any other party (except as otherwise set
forth in this Agreement).

     (f)   ENVIRONMENTAL MATTERS.  Except as set forth in the reports
described in Exhibit "K" attached hereto and made a part hereof (the
"Environmental Reports"), Seller has received no written notice of the
existence, deposit, storage, removal, burial or discharge of any material
known to Seller to be a "Hazardous Material" at, upon, under or within the
Property, in an amount which, in Seller's reasonable judgment, would, as of
the date hereof, give rise to an "Environmental Compliance Cost".  The term
"Hazardous Material" shall mean (i) asbestos and any chemicals, flammable
substances or explosives, any radioactive materials (including radon), any
hazardous wastes or substances which have, as of the date hereof, been
determined by any applicable Federal, State or local government law to be
hazardous or toxic by the U.S. Environmental Protection Agency, the U.S.
Department of Transportation, and/or any instrumentality now or hereafter
authorized to regulate materials and substances in the environment which
has jurisdiction over the Property ("Environmental Agency"), and (ii) any
oil, petroleum or petroleum derived substance, any drilling fluids,
produced waters and other wastes associated with the exploration,
development or production of crude oil, which materials listed under items
(i) and (ii) above cause the Property (or any part thereof) to be in
material violation of any applicable environmental laws or the regulations
of any Environmental Agency; provided, however, that the term "Hazardous
Material" shall not include (x) motor oil and gasoline contained in or
discharged from vehicles not used primarily for the transport of motor oil
or gasoline, or (y) materials which are stored or used in the ordinary
course of a tenant's occupancy at the Property, and which are stored, used,
held or disposed of in compliance with all applicable environmental laws.
The term "Environmental Compliance Cost" means any reasonable out-of-pocket
cost, fee or expense exceeding $2,500 and incurred directly to satisfy any
requirement imposed by an Environmental Agency to bring the Property into
compliance with applicable Federal, State and local laws and regulations
directly relating to the existence on the Property of any Hazardous
Material.  Buyer hereby acknowledges that it is acquiring the Property
subject to the matters disclosed in the Environmental Reports.

     B.    REPRESENTATIONS AND WARRANTIES OF BUYER.  Buyer represents and
warrants to Seller as follows:  This Agreement and all agreements,
instruments and documents herein provided to be executed or to be caused to
be executed by Buyer are and on the Closing Date will be duly authorized,
executed and delivered by and are binding upon Buyer; Buyer is a real
estate investment trust, duly organized and validly existing and in good
standing under the laws of the State of Maryland, and is duly authorized
and qualified to do all things required of it under this Agreement; and
Buyer has the legal capacity and authority to enter into this Agreement and
consummate the transactions herein provided without the consent or joinder
of any other party (except as otherwise set forth in this Agreement).
Buyer's actual knowledge shall mean the actual knowledge of Morgan Scott or
Thomas McDonough as of the Closing Date.

     C.    SURVIVAL.  Any cause of action of a party for a breach of the
foregoing representations and warranties, or any cause of action arising
out of, or related to, the Property or the transaction that is the subject
of this Agreement, shall survive until September 15, 1998, at which time
such representations and warranties (and any cause of action resulting from
a breach thereof not then in litigation), and any and all obligations
arising out of, or related to, the Property or the transaction that is the
subject of this Agreement (and any cause of action related thereto not then
in litigation) shall terminate.  Notwithstanding the foregoing, if Buyer
shall have actual knowledge as of the Closing Date that any of the
representations or warranties of Seller contained herein are false or
inaccurate or that Seller is in breach or default of any of its obligations
under this Agreement, and Buyer nonetheless closes the transactions
hereunder and acquires the Property, then Seller shall have no liability or
obligation respecting such false or inaccurate representations or
warranties or other breach or default (and any cause of action resulting
therefrom shall terminate upon such closing hereunder).

     8.    INTERIM COVENANTS OF SELLER.  Until the Closing Date or the
sooner termination of this Agreement:

     A.    Seller shall maintain the Property in the same manner as prior
hereto pursuant to its normal course of business (such maintenance
obligations not including extraordinary capital expenditures or
expenditures not incurred in such normal course of business), subject to
reasonable wear and tear and further subject to destruction by casualty or
other events beyond the control of Seller.

     B.    Seller shall not enter into any additional service contracts or
other similar agreements without the prior consent of Buyer, except those
deemed reasonably necessary by Seller which are cancelable on thirty (30)
days' notice (and Seller shall promptly provide Buyer with copies of all
such additional service contracts prior to execution).

     C.    Seller shall continue to offer the Property for lease in the
same manner as prior hereto pursuant to its normal course of business and
shall keep Buyer reasonably informed as to the status of leasing prior to
the Closing Date.  From and after the Effective Date, Seller shall not
materially amend, terminate, grant concessions regarding, waive any
material default under or incur any leasing commissions in connection with,
the Tenant Leases, or enter in any new leases thereafter without the prior
written consent of Buyer (which consent will not be unreasonably withheld
or materially delayed).  Notwithstanding anything herein to the contrary,
Seller shall have no obligation to enter into any new leases or
modifications of existing leases unless Buyer shall agree to pay all tenant
improvement costs, leasing commissions and other similar costs or expenses
in connection therewith (Buyer agreeing not to unreasonably withhold or
unduly delay any such approval if requested by Seller).

     9.    DISPOSITION OF DEPOSITS.  IF THE TRANSACTION HEREIN PROVIDED
SHALL NOT BE CLOSED BY REASON OF SELLER'S DEFAULT UNDER THIS AGREEMENT OR
THE FAILURE OF SATISFACTION OF THE CONDITIONS DESCRIBED IN PARAGRAPH 4
HEREOF OR THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 6
HEREOF, THEN THE ESCROW DEPOSIT SHALL BE RETURNED TO BUYER, AND NEITHER
PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER;
PROVIDED, HOWEVER, IF THE TRANSACTIONS HEREUNDER SHALL FAIL TO CLOSE SOLELY
BY REASON OF A MATERIAL DEFAULT BY SELLER, BUYER SHALL HAVE FULLY PERFORMED
ITS OBLIGATIONS HEREUNDER AND SHALL BE READY, WILLING AND ABLE TO CLOSE,
THEN BUYER SHALL BE ENTITLED TO SPECIFICALLY ENFORCE THIS AGREEMENT; AND
PROVIDED FURTHER HOWEVER, IF SELLER SHALL WILLFULLY TAKE ACTIONS SO AS TO
PREVENT THE AVAILABILITY OF A SPECIFIC PERFORMANCE TO BUYER, BUYER SHALL BE
ENTITLED TO A RETURN OF THE ESCROW DEPOSIT AND REIMBURSEMENT OF ITS ACTUAL
OF-OF-POCKET COSTS PAID TO THIRD PARTIES IN CONNECTION WITH THE
TRANSACTIONS HEREUNDER (SUCH REIMBURSEMENT NOT TO EXCEED $75,000 IN THE
AGGREGATE).  EXCEPT AS SET FORTH ABOVE, NO OTHER ACTIONS, FOR DAMAGES OR
OTHERWISE, SHALL BE PERMITTED IN CONNECTION WITH ANY DEFAULT BY SELLER.  IN
THE EVENT THE TRANSACTION HEREIN PROVIDED SHALL NOT CLOSE BY REASON OF
BUYER'S DEFAULT UNDER THIS AGREEMENT, THEN THE ESCROW DEPOSIT SHALL BE
DELIVERED TO SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES UNDER AND
IN CONNECTION WITH THIS AGREEMENT.  IN THE EVENT THE TRANSACTION HEREIN
PROVIDED SHALL CLOSE, THE ESCROW DEPOSIT SHALL BE APPLIED AS A PARTIAL
PAYMENT OF THE PURCHASE PRICE.  IN CONNECTION WITH THE FOREGOING, THE
PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE PROPERTY WILL BE
REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND
IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE
BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF
THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF
COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF BUYER'S BREACH OR
DEFAULT.  IN THE EVENT THE SALE OF THE PROPERTY SHALL NOT BE CONSUMMATED ON
ACCOUNT OF BUYER'S DEFAULT, THEN THE RETENTION OF THE ESCROW DEPOSIT SHALL
BE SELLER'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT BY REASON OF
SUCH DEFAULT, SUBJECT TO THE PROVISIONS OF PARAGRAPH 10I HEREOF.

                                             _______________
     Seller's Initials                 Buyer's Initials

     10.   MISCELLANEOUS.

     A.    BROKERS.

     (1)   Except as provided in subparagraph (2) below, Seller represents
and warrants to Buyer, and Buyer represents and warrants to Seller, that no
broker or finder has been engaged by it, respectively, in connection with
any of the transactions contemplated by this Agreement or to its knowledge
is in any way connected with any of such transactions.  In the event of a
claim for broker's or finder's fee or commissions in connection herewith,
then Seller shall indemnify and defend Buyer from the same if it shall be
based upon any statement or agreement alleged to have been made by Seller,
and, except for any claims by Broker which are Seller's responsibility
hereunder, Buyer shall indemnify and defend Seller from the same if it
shall be based upon any statement or agreement alleged to have been made by
Buyer.  The indemnification obligations under this paragraph 10A(1) shall
survive the closing of the transactions hereunder or the earlier
termination of this Agreement.

     (2)   If and only if the sale contemplated herein closes, Seller
agrees to pay a brokerage commission to Richard Ellis, LLC (the "Broker")
pursuant to separate written agreements between the Broker and Seller.  The
foregoing payments shall be the sole commissions, fees or payments payable
to the Broker in connection with the transactions hereunder.

     B.    LIMITATION OF LIABILITY.

     (1)   Notwithstanding anything to the contrary contained herein, if
the closing of the transactions hereunder shall have occurred (and Buyer
shall not have waived, relinquished or released any applicable rights in
further limitation), the aggregate liability of Seller arising pursuant to
or in connection with or related in any manner to the Property (including,
without limitation, the representations, warranties, indemnifications,
covenants or other obligations, whether express or implied, of Seller under
this Agreement or any document executed or delivered in connection
herewith) shall not exceed $800,000.

     (2)   No constituent partner in or agent of Seller, nor any advisor,
trustee, director, officer, employee, beneficiary, shareholder,
participant, representative or agent of any corporation or trust that is or
becomes a constituent partner in Seller (including, but not limited to,
JMB Realty Corporation and the individual(s) specified in paragraph 7A(2)
above) shall have any personal liability, directly or indirectly, under or
in connection with this Agreement or any agreement made or entered into
under or pursuant to the provisions of this Agreement, or any amendment or
amendments to any of the foregoing made at any time or times, heretofore or
hereafter, and Buyer and its successors and assigns and, without
limitation, all other persons and entities, shall look solely to Seller's
assets for the payment of any claim or for any performance, and Buyer, on
behalf of itself and its successors and assigns, hereby waives any and all
such personal liability.  Notwithstanding anything to the contrary
contained in this Agreement, neither the negative capital account of any
constituent partner in Seller (or in any other constituent partner of
Seller), nor any obligation of any constituent partner in Seller (or in any
other constituent partner of Seller) to restore a negative capital account
or to contribute capital to Seller (or to any other constituent partner of
Seller), shall at any time be deemed to be the property or an asset of
Seller or any such other constituent partner (and neither Buyer nor any of
its successors or assigns shall have any right to collect, enforce or
proceed against or with respect to any such negative capital account of
partner's obligation to restore or contribute).

     C.    ENTIRE AGREEMENT.  This Agreement contains the entire agreement
between the parties respecting the matters herein set forth and supersedes
all prior agreements between the parties hereto respecting such matters.
The rights and remedies of Buyer and Seller specifically set forth in this
Agreement shall be the sole and exclusive rights and remedies of Buyer and
Seller with respect to the transaction that is the subject of this
Agreement and the Property.  This Agreement may not be modified or amended
except by written agreement signed by both parties.

     D.    TIME OF THE ESSENCE.  Time is of the essence of this Agreement.

     E.    INTERPRETATION.  Paragraph headings shall not be used in
construing this Agreement.  Each party acknowledges that such party and its
counsel, after negotiation and consultation, have reviewed and revised this
Agreement.  As such, the terms of this Agreement shall be fairly construed
and the usual rule of construction, to the effect that any ambiguities
herein should be resolved against the drafting party, shall not be employed
in the interpretation of this Agreement or any amendments, modifications or
exhibits hereto or thereto.

     F.    GOVERNING LAW.  This Agreement shall be construed and enforced
in accordance with the laws of the State of California.

     G.    SUCCESSORS AND ASSIGNS.  Buyer may not assign or transfer its
rights or obligations under this Agreement without the prior written
consent of Seller (in which event such transferee shall assume in writing
all of the transferor's obligations hereunder, but such transferor shall
not be released from its obligations hereunder); provided, however, Buyer
may assign its interest in this Agreement to an "Affiliate".  For purposes
of this paragraph, the term "Affiliate" means:  (I) an entity that directly
or indirectly controls, in controlled by or is under common control with
Buyer; or (ii) an entity at least a majority of whose economic interest is
owned by Buyer; and the term "control" means the power to direct the
management of such entity through voting rights, ownership or contractual
obligations.  No consent given by Seller to any transfer or assignment of
Buyer's rights or obligations hereunder shall be construed as a consent to
any other transfer or assignment of Buyer's rights or obligations
hereunder.  No transfer or assignment in violation of the provisions hereof
shall be valid or enforceable.  Subject to the foregoing, this Agreement
and the terms and provisions hereof shall inure to the benefit of and be
binding upon the successors and assigns of the parties.

     H.    NOTICES.  Any notice which a party is required or may desire to
give the other shall be in writing and shall be sent the addresses set
forth in this paragraph. Any such notices shall be either: (a) sent by
overnight delivery using a nationally recognized overnight courier, in
which case notice shall be deemed delivered one business day after deposit
with such courier; (b) sent by facsimile transmission, in which case notice
shall be deemed delivered upon receipt of electronic confirmation of
transmission of such notice; or (c) sent by personal delivery, in which
case notice shall be deemed delivered upon receipt. A party's address may
be changed by written notice to the other party; provided, however, that no
notice of a change of address shall be effective until actual receipt of
such notice.

     To Buyer:

     Pacific Retail Trust
     8140 Walnut Hill Lane, Suite 400
     Dallas, Texas 75231
     Attention:  Morgan Scott
     Facsimile:  (214) 750-9033
     Telephone:  (214) 969-9500

     And To:

     Pacific Retail Trust
     14200 Culver Drive, Suite S
     Irvine, California 92604
     Attention:  Mr. Thomas E. McDonough
     Facsimile No. (714) 653-9515
     Telephone No. (714) 653-9500

     With Copy To:

     Mayer, Brown & Platt
     141 E. Palace Avenue
     Sante Fe, New Mexico 87501
     Attention:  Carrie Brower, Esq.
     Facsimile No. (505) 820-7334
     Telephone No. (505) 820-8186

     To Seller:

     JMB Income Properties, Ltd.-XII
     c/o JMB Realty Corporation
     900 North Michigan Avenue
     Chicago, Illinois 60611
     Attention:  Andrea Backman
     Facsimile No. (312) 915-1910
     Telephone No. (312) 915-2367

     With Copies To:
<PAGE>
     Pircher, Nichols & Meeks
     1999 Avenue of the Stars
     Suite 2600
     Los Angeles, California 90067
     Attention:  Real Estate Notices (GML)
     Facsimile No. (310) 201-8922
     Telephone No. (310) 201-8900
     And To:

     Richard Ellis, LLC
     Three First National Plaza
     Chicago, Illinois 60602
     Attention:  Ms. Kathleen Casey
     Facsimile No. (312) 899-0923
     Telephone No. (312) 899-1900

     I.    LEGAL COSTS.  The parties hereto agree that they shall pay
directly any and all legal costs which they have incurred on their own
behalf in the preparation of this Agreement, all deeds and other agreements
pertaining to this transaction and that such legal costs shall not be part
of the closing costs.  In addition, if either Buyer or Seller brings any
suit or other proceeding with respect to the subject matter or the
enforcement of this Agreement, the prevailing party (as determined by the
court, agency or other authority before which such suit or proceeding is
commenced), in addition to such other relief as may be awarded, shall be
entitled to recover reasonable attorneys' fees, expenses and costs of
investigation actually incurred.  The foregoing includes, but is not
limited to, attorneys' fees, expenses and costs of investigation
(including, without limitation, those incurred in appellate proceedings),
costs incurred in establishing the right to indemnification, or in any
action or participation in, or in connection with, any case or proceeding
under Chapter 7, 11 or 13 of the Bankruptcy Code (11 United States Code
Sections 101 et seq.), or any successor statutes.

     J.    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 one and the same document.

     K.    ORIGINAL TENANT ESTOPPELS. To the extent not previously
delivered to Buyer, or at or prior to the Closing, Seller shall deliver to
Buyer the original Tenant Estoppels.

     L.    POSSESSION. At the time of Closing, Seller shall deliver to
Buyer possession of the Property, subject only to the Permitted Exceptions.

     M.    DELIVERY OF BOOKS AND RECORDS. At Closing, Seller shall turn
over to Buyer at the Property: the original Tenant Leases and Service
Agreements; copies or originals of all books and records of account,
contracts, copies of correspondence with tenants and suppliers, receipts
for deposits, unpaid bills and other papers or documents which pertain to
the Property; all permits and warranties; all advertising materials,
booklets, keys and other items, if any, used in the operation of the
Property (except those containing proprietary information relating to
either Seller or its third party property manager); and, if in Seller's
possession or control, the original "as-built" plans and specification.
Seller shall reasonably cooperate with Buyer after Closing to transfer to
Buyer any such information stored electronically. The obligations of Seller
under this paragraph shall survive Closing.

     N.    CONFIDENTIALITY. Seller shall make no public announcement or
disclosure of any information related to this Agreement to outside brokers
or third parties, before or after Closing, without the specific, prior
written consent of Buyer, except for such disclosures to Seller's lenders,
creditors, officers, employees and agents as are necessary to perform
Seller's obligations hereunder.

     O.    CALCULATION OF TIME PERIODS. Unless otherwise specified, in
computing any period of time described herein, the day of the act or event
after which the designated period of time begins to run is not to be
included and the last day of the period so computed is to be included,
unless such last day is a Saturday, Sunday or legal holiday for national
banks in the location where the Property is located, in which event the
period shall run until the end of the next day which is neither a Saturday,
Sunday, or legal holiday. The last day of any period of time described
herein shall be deemed to end at 5 p.m. (Chicago time).

     P.    INFORMATION AND AUDIT COOPERATION. At Buyer's request, at any
time before or after Closing, Seller shall provide to Buyer's designated
independent auditor access to the books and records of the Property, and
all related information, regarding the period for which Buyer is required
to have the Property audited under the regulations of the Securities and
Exchange Commission.  The Buyer agrees to indemnify and hold harmless the
Seller from any claim, damage, loss, or liability to which Seller is at any
time subjected by any person who is not a party to this Agreement as a
result of Seller's compliance with this paragraph.

     Q.    FURTHER ASSURANCES. In addition to the acts and deeds recited
herein and contemplated to be performed, executed and/or delivered by
either party at Closing, each party agrees to perform, execute and deliver,
on or after Closing any further actions, documents, and will obtain such
consents, as may be reasonably necessary or as may be reasonably requested
to fully effectuate the purposes, terms and conditions of this Agreement or
to further perfect the conveyance, transfer and assignment of the Property
to Buyer.

     R.    STATUS OF BUYER. In accordance with the declaration of trust of
Buyer, notice is hereby given that all persons dealing with Buyer shall
look solely to the assets of Buyer for the enforcement of any claim against
Buyer, as neither the trustees, officers, employees nor shareholders of
Buyer assume any personal liability for obligations entered into by or on
behalf of Buyer.

     S.    WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     11.   ESCROW DEPOSIT PROVISIONS.

     A.    INVESTMENT AND USE OF FUNDS. The Escrow Agent shall invest the
Escrow Deposit in government insured interest-bearing accounts satisfactory
to Buyer and Seller, shall not commingle the Escrow Deposit with any funds
of the Escrow Agent or others, and shall promptly provide Buyer and Seller
with confirmation of the investments made.  If the Closing under this
Agreement occurs, the Escrow Agent shall deliver the Escrow Deposit to
Seller on the Closing Date.

     B.    TERMINATION BEFORE EXPIRATION OF DUE DILIGENCE PERIOD. The
Buyer shall notify the Escrow Agent of the date that the Due Diligence
Period ends promptly after such date is established under this Agreement,
and Escrow Agent may rely upon such notice.  If Buyer elects to terminate
the Purchase Agreement pursuant to paragraph 4B, Escrow Agent shall pay the
entire Escrow Deposit to Buyer one business day following receipt of a copy
of the notice of termination delivered to Seller by Buyer (as long as the
current investment can be liquidated in one day).  During the Due Diligence
Period, no notice to Escrow Agent from Seller shall be required for the
release of the Escrow Deposit to Buyer by Escrow Agent. The Escrow Deposit
shall be released and delivered to Buyer from Escrow Agent upon Escrow
Agents receipt of a copy of the notice of termination delivered to Seller
by Buyer prior to the termination of the Due Diligence Period despite any
objection or potential objection by Seller.  Seller agrees it shall, prior
to the termination of the Due Diligence Period, have no right to bring any
action against Escrow Agent which would have the effect of delaying,
preventing, or in any way interrupting Escrow Agent's delivery of the
Escrow Deposit to Buyer pursuant to this paragraph, any remedy of Seller
being against Buyer, not Escrow Agent.

     C.    TERMINATION AFTER EXPIRATION OF DUE DILIGENCE PERIOD. At any
time after the expiration of the Due Diligence Period, Escrow Agent shall
retain the Escrow Deposit until it receives written instructions executed
by both Seller and Buyer as to the disposition and disbursement of the
Escrow Deposit or until ordered by final court order, decree or judgment,
which is not subject to appeal, to deliver the Escrow Deposit to a
particular party, in which event the Escrow Deposit shall be delivered in
accordance with such notice, instruction, order, decree or judgment.

     D.    INTERPLEADER. Seller and Buyer mutually agree that in the event
of any controversy regarding the Escrow Deposit, unless mutual written
instructions are received by the Escrow Agent directing the Escrow
Deposit's disposition, the Escrow Agent shall not take any action, but
instead shall await the disposition of any proceeding relating to the
Escrow Deposit or, at the Escrow Agent's option, the Escrow Agent may
interplead all parties and deposit the Escrow Deposit with a court of
competent jurisdiction in which event the Escrow Agent may recover all of
its court costs and reasonable attorneys' fees.  Seller or Buyer, whichever
loses in any such interpleader action, shall be solely obligated to pay
such costs and fees of the Escrow Agent, as well as the reasonable
attorneys' fees of the prevailing party in accordance with the other
provisions of this Agreement.

     E.    LIABILITY OF ESCROW AGENT. The parties acknowledge that the
Escrow Agent is acting solely as a stakeholder at their request and for
their convenience, that the Escrow Agent shall not be deemed to be the
agent of either of the parties, and that the Escrow Agent shall not be
liable to either of the parties for any action or omission on its part
taken or made in good faith, and not in disregard of this Agreement, but
shall be liable for its negligent acts and for any loss, cost or expense
incurred by Seller or Buyer resulting from the Escrow Agent's mistake of
law respecting the Escrow Agent's scope or nature of its duties. Seller and
Buyer shall jointly and severally indemnify and hold the Escrow Agent
harmless from and against all costs, claims and expenses, including
reasonable attorneys' fees, incurred in connection with the performance of
the Escrow Agent's duties hereunder, except with respect to actions or
omissions taken or made by the Escrow Agent in bad faith, in disregard of
this Agreement or involving negligence on the part of the Escrow Agent.

     F.    ESCROW FEE.  Except as expressly provided herein to the
contrary, the escrow fee, if any, charged by the Escrow Agent for holding
the Escrow Deposit or conducting the Closing, shall be shared equally by
Seller and Buyer.

     THE SUBMISSION OF THIS AGREEMENT FOR EXAMINATION IS NOT INTENDED TO
NOR SHALL CONSTITUTE AN OFFER TO SELL, OR A RESERVATION OF, OR OPTION OR
PROPOSAL OF ANY KIND FOR THE PURCHASE OF THE PROPERTY.  IN NO EVENT SHALL
ANY DRAFT OF THIS AGREEMENT CREATE ANY OBLIGATION OR LIABILITY, IT BEING
UNDERSTOOD THAT THIS AGREEMENT SHALL BE EFFECTIVE AND BINDING ONLY WHEN A
COUNTERPART HEREOF HAS BEEN EXECUTED AND DELIVERED BY EACH PARTY HERETO TO
ESCROW HOLDER.  ESCROW HOLDER SHALL DATE THIS AGREEMENT WITH THE DATE ON
WHICH ESCROW HOLDER SHALL HAVE RECEIVED THIS AGREEMENT EXECUTED BY BOTH
OPTIONEE AND OPTIONOR (AND SUCH DATE SHALL BE THE "EFFECTIVE DATE" FOR
PURPOSES HEREOF).
     IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.

                 JMB INCOME PROPERTIES, LTD.-XII,
                 an Illinois limited partnership

                 By:  JMB REALTY CORPORATION,
                      a Delaware corporation
                      Corporate General Partner

                      By: ________________________
                      Name:  _____________________
                      Title: _______________________
                                       "Seller"

<PAGE>
                 PACIFIC RETAIL TRUST,
                 a Maryland real estate investment trust

                 By: ________________________
                 Name:  _____________________
                 Title: _______________________
                                  "Buyer"


                    ESCROW HOLDER'S ACKNOWLEDGEMENT


     The undersigned hereby executes this Agreement to evidence its
agreement to act as Escrow Holder in accordance with the terms of this
Agreement.


                      Date: ________________
                      CHICAGO TITLE INSURANCE COMPANY,
                      a Missouri corporation

                      By:   ____________________________
                      Name: ____________________________
                      Title: ____________________________
                                       "Escrow Holder"

<PAGE>
EXHIBIT LIST



           "A"        -     Property Description

           "B"        -     Personal Property List

           "C"        -     Form of Surveyor's Certificate

           "D"        -     List of Due Diligence Materials

           "E"        -     Form of Tenant Estoppel Certificate

           "F"        -     Deed

           "G"        -     Assignment and Assumption Agreement

           "H"        -     Exceptions to Seller's Representations and
                            Warranties

           "I-1"      -     Rent Roll

           "I-2"      -     Additional Tenant Information

           "J"        -     Service Agreements

           "K"        -     Environmental Reports

<PAGE>
                             EXHIBIT "J"

                      LIST OF SERVICE AGREEMENTS


<PAGE>
December 31, 1997


Pacific Retail Trust
8140 Walnut Hill Lane, Suite 400
Dallas, Texas  75231
Attention:  Mr. Morgan Scott

           Re:   Amendment to Purchase Agreement and Joint Escrow
Instructions dated as of November 25, 1997 by and between JMB Income
Properties, Ltd.-XII, an Illinois limited partnership and Pacific Retail
Trust, a Maryland real estate investment trust

Ladies and Gentlemen:

     Reference is made to that certain Purchase Agreement and Joint Escrow
Instructions dated as of November 25, 1997 (the "Purchase Agreement") by
and between JMB Income Properties, Ltd.-XII, an Illinois limited
partnership ("Seller") and Pacific Retail Trust, a Maryland real estate
investment trust ("Buyer") with respect to "Plaza Hermosa Shopping Center".

All of the terms used herein with capitalized initial letters and not
otherwise defined in this letter agreement (the "Letter Agreement") shall
have the meanings as set forth in the Purchase Agreement.

     The parties hereby agree that, in consideration of the mutual
undertakings of the parties and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the second
sentence of paragraph 5 of the Purchase Agreement is hereby amended in its
entirety to read as follows:

           "As used herein, "Closing Date" means January 5, 1998, or such
earlier date as may be agreed upon by Buyer and Seller in writing."

     Except as otherwise expressly modified herein, the Purchase Agreement
shall remain unmodified and in full force and effect.

     This Letter Agreement may be executed in several counterparts, each
of which shall be deemed an original, but all of which shall constitute one
and the same document.  This Agreement may be executed by facsimile.

     Please indicate your consent to the foregoing by signing where noted
below.
                                  Very truly yours,



                                  JMB INCOME PROPERTIES, LTD.-XII,
                                  an Illinois limited partnership

                                  By:  JMB REALTY CORPORATION,
                                       a Delaware corporation
                                       Corporate General Partner
                                       By:
                                       Name:
                                       Title:


AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN:

     PACIFIC RETAIL TRUST,
     a Maryland real estate investment trust

     By:
     Name:
     Title:

<PAGE>
January 5, 1998


Pacific Retail Trust
8140 Walnut Hill Lane, Suite 400
Dallas, Texas  75231
Attention:  Mr. Morgan Scott

           Re:   Second Amendment to Purchase Agreement and Joint Escrow
Instructions dated as of November 25, 1997 by and between JMB Income
Properties, Ltd.-XII, an Illinois limited partnership ("Seller") and
Pacific Retail Trust, a Maryland real estate investment trust ("Buyer")

Ladies and Gentlemen:

     Reference is made to that certain Purchase Agreement and Joint Escrow
Instructions dated as of November 25, 1997 (the "Purchase Agreement") by
and between Seller and Buyer, as amended by that certain Amendment to
Purchase Agreement and Joint Escrow Instructions dated as of December 31,
1997 (collectively, the "Purchase Agreement"), with respect to "Plaza
Hermosa Shopping Center".  All of the terms used herein with capitalized
initial letters and not otherwise defined in this letter agreement (the
"Letter Agreement") shall have the meanings as set forth in the Purchase
Agreement.

     The parties hereby agree that, in consideration of the mutual
undertakings of the parties and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the second
sentence of paragraph 5 of the Purchase Agreement is hereby amended in its
entirety to read as follows:

           "As used herein, "Closing Date" means January 6,
1998, or such earlier date as may be agreed upon by Buyer and Seller in
writing."

     Except as otherwise expressly modified herein, the Purchase Agreement
shall remain unmodified and in full force and effect.

     This Letter Agreement may be executed in several counterparts, each
of which shall be deemed an original, but all of which shall constitute one
and the same document.  This Agreement may be executed by facsimile.

     Please indicate your consent to the foregoing by signing where noted
below.
                                  Very truly yours,


                            JMB INCOME PROPERTIES, LTD.-XII,
                            an Illinois limited partnership

                                  By:  JMB REALTY CORPORATION,
                                  a Delaware corporation
                                  Corporate General Partner
                                  By:
                                  Name:
                                  Title:

AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN:
PACIFIC RETAIL TRUST,
a Maryland real estate investment trust

By:
Name:
Title:

<PAGE>
January 6, 1998


Pacific Retail Trust
8140 Walnut Hill Lane, Suite 400
Dallas, Texas  75231
Attention:  Mr. Morgan Scott

           Re:   Fourth Amendment to Purchase Agreement and Joint Escrow
Instructions dated as of November 25, 1997 by and between JMB Income
Properties, Ltd.-XII, an Illinois limited partnership ("Seller") and
Pacific Retail Trust, a Maryland real estate investment trust ("Buyer")

Ladies and Gentlemen:

     Reference is made to that certain Purchase Agreement and Joint Escrow
Instructions dated as of November 25, 1997 (the "Purchase Agreement") by
and between Seller and Buyer, as amended by that certain Amendment to
Purchase Agreement and Joint Escrow Instructions dated as of December 31,
1997, as further amended by that certain Second Amendment to Purchase
Agreement and Joint Escrow Instructions dated as of January 5, 1998, and as
further amended by that certain Third Amendment to Purchase Agreement and
Joint Escrow Instructions dated as of January 6, 1998 (collectively, the
"Purchase Agreement"), with respect to "Plaza Hermosa Shopping Center".
All of the terms used herein with capitalized initial letters and not
otherwise defined in this letter agreement (the "Letter Agreement") shall
have the meanings as set forth in the Purchase Agreement.

     The parties hereby agree that, in consideration of the mutual
undertakings of the parties and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the second
sentence of paragraph 5 of the Purchase Agreement is hereby amended in its
entirety to read as follows:

           "As used herein, "Closing Date" means January 9,
1998, or such earlier date as may be agreed upon by Buyer and Seller in
writing."

     Except as otherwise expressly modified herein, the Purchase Agreement
shall remain unmodified and in full force and effect.

     This Letter Agreement may be executed in several counterparts, each
of which shall be deemed an original, but all of which shall constitute one
and the same document.  This Agreement may be executed by facsimile.

     Please indicate your consent to the foregoing by signing where noted
below.

                                  Very truly yours,



                                  JMB INCOME PROPERTIES, LTD.-XII,
                                  an Illinois limited partnership

                                  By:  JMB REALTY CORPORATION,
                                       a Delaware corporation
                                       Corporate General Partner
                                       By:
                                       Name:
                                       Title:

AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN:

     PACIFIC RETAIL TRUST,
     a Maryland real estate investment trust

     By:
     Name:
     Title:

<PAGE>
January 9, 1998


Pacific Retail Trust
8140 Walnut Hill Lane, Suite 400
Dallas, Texas  75231
Attention:  Mr. Morgan Scott

           Re:   Fifth Amendment to Purchase Agreement and Joint Escrow
Instructions dated as of November 25, 1997 by and between JMB Income
Properties, Ltd.-XII, an Illinois limited partnership ("Seller") and
Pacific Retail Trust, a Maryland real estate investment trust ("Buyer")

Ladies and Gentlemen:

     Reference is made to that certain Purchase Agreement and Joint Escrow
Instructions dated as of November 25, 1997, by and between Seller and
Buyer, as amended by that certain Amendment to Purchase Agreement and Joint
Escrow Instructions dated as of December 31, 1997, as further amended by
that certain Second Amendment to Purchase Agreement and Joint Escrow
Instructions dated as of January 5, 1998, as further amended by that
certain Third Amendment to Purchase Agreement and Joint Escrow Instructions
dated as of January 6, 1998, and as further amended by that certain Fourth
Amendment to Purchase Agreement and Joint Escrow Instructions dated as of
January 6, 1998 (collectively, the "Purchase Agreement"), with respect to
"Plaza Hermosa Shopping Center".  All of the terms used herein with
capitalized initial letters and not otherwise defined in this letter
agreement (the "Letter Agreement") shall have the meanings as set forth in
the Purchase Agreement.

     The parties hereby agree that, in consideration of the mutual
undertakings of the parties and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the second
sentence of paragraph 5 of the Purchase Agreement is hereby amended in its
entirety to read as follows:

           "As used herein, "Closing Date" means January 13,
1998, or such earlier date as may be agreed upon by Buyer and Seller in
writing."

     Except as otherwise expressly modified herein, the Purchase Agreement
shall remain unmodified and in full force and effect.

     This Letter Agreement may be executed in several counterparts, each
of which shall be deemed an original, but all of which shall constitute one
and the same document.  This Agreement may be executed by facsimile.
     Please indicate your consent to the foregoing by signing where noted
below.

                                  Very truly yours,



                                  JMB INCOME PROPERTIES, LTD.-XII,
                                  an Illinois limited partnership

                                  By:  JMB REALTY CORPORATION,
                                       a Delaware corporation
                                       Corporate General Partner
                                       By:
                                       Name:
                                       Title:


AGREED AND ACCEPTED AS OF THE
DATE FIRST ABOVE WRITTEN:

     PACIFIC RETAIL TRUST,
     a Maryland real estate investment trust

     By:
     Name:
     Title : 
<PAGE>
                         PACIFIC RETAIL TRUST
                   8140 Walnut Hill Lane, Suite 8140
                         Dallas, Texas  75231
                             214/696-9500
                          214/750-9033 (fax)

                            January 6, 1998


VIA FACSIMILE (312/915-2367)

JMB INCOME PROPERTIES, LTD.-XII
c/o JMB Realty Corporation
900 North Michigan Avenue
Chicago, IL  60611
Attn:  Andrea Backman

     Re:   Third Amendment to Purchase Agreement and Joint Escrow
Instructions dated as of November 24, 1997 (as amended, the "Purchase
Agreement") by and between JMB INCOME PROPERTIES, LTD.-XII ("Seller") and
PACIFIC RETAIL TRUST, a Maryland real estate investment trust ("Buyer"),
for the property known as Plaza Hermosa, Hermosa Beach, California (the
"Property")

Dear Ms. Backman:

     This letter sets forth our agreement concerning certain matters
relating to the Purchase Agreement.  Terms used herein and not otherwise
defined shall have the respective meanings given such terms in the Purchase
Agreement.

     In consideration of the mutual covenants hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, we agree as follows:

     1.    The Purchase Price as set forth in Section 2 of the Purchase
Agreement is hereby reduced by $265,000, such that the Purchase Price shall
be $13,335,000.

     2.    (a) With respect to the exception to Seller's representations
and warranties set forth in Section 7.A(2) and Exhibit "H" of the Purchase
Agreement, regarding potential litigation with Fran's Hallmark, and the
provisions of the estoppel certificate dated December 10, 1997, regarding
common area maintenance charges and taxes (the "Fran's Dispute"), Seller
agrees to set aside at Closing, from the proceeds due Seller, the amount of
$40,000 (the "Escrow Funds"), to be held by Escrow Agent in accordance with
the terms and provisions of this letter agreement.  Escrow Agent shall
invest the Escrow Funds in government-insured interest-bearing accounts
satisfactory to Buyer and Seller, shall not commingle the Escrow Funds with
any funds of Escrow Agent, and shall promptly provide Buyer and Seller with
confirmation of the investments made.  All interest accruing on the Escrow
Funds shall be deemed to be a part of the Escrow Funds.  Any escrow fee due
Escrow Agent, if any, for its services pursuant to this letter agreement
shall be deducted from the Escrow Funds at the time of disbursement of the
Escrow Funds as set forth below.

           (b)  Buyer shall use reasonable efforts to resolve the Fran's
Dispute in good faith no later than September 15, 1998.  In the event Buyer
settles the Fran's Dispute by such date, Buyer shall be entitled,


JMB Income Properties, Ltd.-XII
Attn:  Andrea Backman
January 6, 1998
Page 2


upon written notice to Seller and Escrow Agent, to direct Escrow Agent to
disburse the Escrow Funds as follows: (i) to Fran's Hallmark, the amount of
such settlement; (ii) to Buyer, the amount of Buyer's reasonable legal fees
incurred by Buyer in connection with negotiating such settlement (such
settlement negotiation legal fees not to exceed $5,000), plus any
reasonable legal fees incurred by Buyer regarding any litigation with
Fran's Hallmark in connection with the Fran's Dispute; and (iii) to Seller,
any remaining Escrow Funds.

           (c)  Seller shall have the right to participate jointly with
Buyer in connection with any settlement discussions with Fran's Hallmark.
Unless otherwise consented to by Seller in its sole discretion, any
settlement with Fran's Hallmark shall contain a full release of Seller by
all appropriate parties regarding the Fran's Dispute.

           (d)  In the event such settlement contains such a release but
results in a settlement amount which exceeds $20,000 (without, however,
taking into account any reasonable legal fees due to Buyer), Seller shall
have the right of reasonable approval of such settlement.  If the
settlement contains such a release but results in a settlement amount which
amounts is less than or equal to $20,000, Seller's consent shall not be
required.

           (e)  If Buyer does not settle the Fran's Dispute by September
15, 1998, Escrow Agent shall disburse the Escrow Funds as follows: (i) to
Buyer, $20,000 plus Buyer's reasonable legal fees (whether incurred in
connection with (i) settlement negotiations [but subject to the maximum of
$5,000] or (ii) as a result of litigation with Fran's Hallmark), and (ii)
the remainder to Seller.

           (f)  In consideration of Seller's agreeing to this paragraph 2
of this letter agreement, Buyer hereby waives any rights it may have had
against Seller in connection with the Fran's Dispute.  Seller's liability
for any and all obligations or liabilities arising with respect to the
Fran's dispute shall be limited to the Escrow Funds.  Except as otherwise
set forth herein, Buyer agrees to take subject to and assume any and all
liabilities and obligation arising with respect to the Fran's Dispute.
Buyer hereby releases Seller from any and all losses, costs, damages or
expenses (including attorneys' fees and costs) in excess of the Escrow
Funds regarding the Fran's Dispute.

           (g)  The limitation on Seller's liabilities created pursuant to
this letter agreement shall be in addition to and not a limitation on the
provisions set forth in Section 10.B of the Purchase Agreement.

     3.    Seller shall deliver, prior to Closing, proof of payment
(reasonable acceptable to Purchaser) of the following rent credits; (a)
$21,180 regarding Wherehouse; and (b) $1,442.76 regarding Blockbuster.

     4.    This agreement may be executed in any number of counterparts
and by the different parties on separate counterparts, and each such
counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same agreement.  The parties hereto
may execute and deliver this agreement by forwarding facsimile, telefax, or
other means of copies of this agreement showing execution by the parties
sending the same, and the parties agree and intend that such signature
shall have the same effect
<PAGE>
JMB Income Properties, Ltd.-XII
Attn:  Andrea Backman
January 6, 1998
Page 3


as an original signature, that the parties shall be bound and such means of
execution and delivery, and that the parties hereby waive any defense to
validity based on any such copies or signatures.

     5.    Except as amended hereby, the Purchase Agreement shall remain
in full force and effect as originally written and executed and previously
amended.

     Please acknowledge your agreement to the foregoing by executing a
copy of this letter, and returning it to the undersigned by facsimile
transmission.

                            Sincerely yours,

                            PACIFIC RETAIL TRUST


                            By:  /s/ Morgan L. Scott
                                  ---------------------------
                            Name: /s/ Morgan L. Scott
                                  ---------------------------
Date:  1/6/97               Title: Vice President
      ---------------              --------------------------
                                                    "Buyer"


                            AGREED TO AND ACCEPTED:

                            JMB INCOME PROPERTIES, LTD.-XII, an Illinois
                            limited partnership

                            By:   JMB Realty Corporation, a Delaware
corporation, its corporate general partner

                            By:
                                  ---------------------------
                            Name:
                                  ---------------------------
Date:                       Title:
      ---------------              --------------------------
                                                    "Seller"

cc:  Gregg Bernhard (310/201-8922)
     Morgan Scott (214/750-9033)
     Tom McDonough (714/653-9515)
     Matt Seeberger (505/820-7334)
     Marley Harrill (213/891-0834)
     Frank Jansen (213/891-0834)
     Fran Butler (213/488-4386)
     Nate Glover (213/488-4385)
     Kathy Casey (312/899-0923)
<PAGE>
JMB Income Properties, Ltd.-XII
Attn:  Andrea Backman
January 6, 1998
Page 3


as an original signature, that the parties shall be bound and such means of
execution and delivery, and that the parties hereby waive any defense to
validity based on any such copies or signatures.

     5.    Except as amended hereby, the Purchase Agreement shall remain
in full force and effect as originally written and executed and previously
amended.

     Please acknowledge your agreement to the foregoing by executing a
copy of this letter, and returning it to the undersigned by facsimile
transmission.

                            Sincerely yours,

                            PACIFIC RETAIL TRUST


                            By:
                                  ---------------------------
                            Name:
                                  ---------------------------
Date:                       Title:
      ---------------              --------------------------
                                                    "Buyer"


                            AGREED TO AND ACCEPTED:

                            JMB INCOME PROPERTIES, LTD.-XII, an Illinois
                            limited partnership

                            By:   JMB Realty Corporation, a Delaware
corporation, its corporate general partner

                            By:  /s/ Andrea M. Backman
                                  ---------------------------
                            Name: /s/ Andrea M. Backman
                                  ---------------------------
Date:  1/7/98               Title: Vice President
      ---------------              --------------------------
                                                   "Seller"

cc:  Gregg Bernhard (310/201-8922)
     Morgan Scott (214/750-9033)
     Tom McDonough (714/653-9515)
     Matt Seeberger (505/820-7334)
     Marley Harrill (213/891-0834)
     Frank Jansen (213/891-0834)
     Fran Butler (213/488-4386)
     Nate Glover (213/488-4385)
     Kathy Casey (312/899-0923)