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                      ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST
                                          in
                                  MIT UNSECURED L.P.



    This Assignment of Limited Partnership Interest (the "Assignment") is
entered into as of the 31st day of December, 1996, by and among Meridian
Industrial Trust, Inc. (the "Assignor"),  MIT-ULP, Inc., a California
corporation (the "Assignee"), and MIT Unsecured, Inc., a California corporation
(formerly known as"Metroplex Co.") (the "General Partner").

                                       RECITALS

    Assignor is a limited partner of MIT Unsecured L.P., a California limited
partnership, (formerly known as "DFW Nine, a California Limited Partnership")
under the Agreement of Limited Partnership of DFW Nine entered into as of  April
15, 1987, as amended (the "Agreement").

                                      ASSIGNMENT

    NOW THEREFORE,  for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

    Pursuant to Sections 7.02 and 7.03 of the Agreement, (i) the Assignor
hereby assigns and transfers all of its rights, title, interest and obligations
under the Agreement to the Assignee and (ii) the Assignee hereby accepts, adopts
approves and  agrees to be bound by the terms of the Agreement, and hereby
agrees to assume and timely perform all obligations of the Assignor under the
Agreement.

    The General Partner signs this agreement only for the purpose of (i)
consenting to the substitution of the Assignee for the Assignor; (ii) waiving
any requirements for opinions; and (iii) acknowledging that all requirements for
the substitution of the Assignee for the Assignor have been accomplished to its
satisfaction and thus acknowledging that the Assignee shall have all rights and
obligations of a  Limited Partner under the terms and provisions of the
Agreement.

    This Assignment shall be governed by and construed in accordance with the
laws of the state of California and the United States.

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    IN WITNESS WHEREOF, the parties have executed this Assignment of Limited
Partnership Interest as of the December 31, 1996.

                                  ASSIGNOR:

                                  MERIDIAN INDUSTRIAL TRUST, INC.

                                  By: /s/ Allen J. Anderson
                                      ---------------------
                                      Allen J. Anderson
                                      Chairman & Chief Executive Officer


                                  ASSIGNEE:

                                  MIT-ULP, INC.

                                  By: /s/ Robert A. Dobbin
                                      --------------------
                                      Robert Dobbin
                                      Secretary



                                  GENERAL PARTNER:

                                  MIT Unsecured, Inc.

                                  By: /s/ Milton K. Reeder
                                      --------------------
                                      Milton K. Reeder
                                      Treasurer