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                                                                   Exhibit 10.34


                          AGREEMENT AND PLAN OF MERGER
        (PRIVATE MERGER INTO AMERICAN SPECTRUM or OPERATING PARTNERSHIP)

         This Agreement and Plan of Merger (this "Agreement") is entered into as
of this 31st day of May 2001, by and between American Spectrum Realty, Inc., a
Maryland corporation (the "Company" or "American Spectrum") and Back Bay LLC
(the "Merging Entity").

                                    RECITALS:

         WHEREAS, American Spectrum or American Spectrum Operating Partnership,
L.P. (the "Operating Partnership"), as the case may be, and the Merging Entity
(the "Parties," and individually, a "Party") hereto desire to merge the Merging
Entity with and into American Spectrum, pursuant to the Maryland General
Corporation Law (the "Maryland GCL"), or into the Operating Partnership pursuant
to the Delaware Revised Uniform Limited Partnership Act (the "Delaware RULPA")
and Delaware law, with American Spectrum or the Operating Partnership, as the
case may be, being the surviving entity (the "Merger") as part of the
consolidation transaction set forth in the registration statement of the Company
on Form S-4 including all amendments thereto (the "Registration Statement"), to
be filed with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), of which the
Prospectus/Consent Solicitation Statement of the Company (the
"Prospectus/Consent Solicitation Statement") is a part; and

         WHEREAS, the Company's Articles of Incorporation and Bylaws permit, and
resolutions adopted by the Company's board of directors authorize this Agreement
and the consummation of the Merger; and

         WHEREAS, the Operating Partnership's limited partnership agreement
permits this Agreement and the consummation of the Merger; and

         WHEREAS, the Merging Entity has duly approved this Agreement and the
consummation of the Merger; and

         WHEREAS, the Parties hereto anticipate that the Merger will further
certain of their business objectives.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the receipt and sufficiency of which are
acknowledged, the Parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         As used in this Agreement, the following terms shall have the
respective meanings set forth below:
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         "Accredited Investor" has the meaning set forth in Section 10.1 below.

         "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act of 1934, as amended.

         "Agreement" means this Agreement, as amended from time to time.

         "American Spectrum" has the meaning set forth in the preface above.

         "American Spectrum Certificate of Merger" has the meaning set forth in
Section 2.2 below.

         "American Spectrum Common Shares" shall mean the shares of common
stock, $.01 par value, of American Spectrum.

         "Articles of Incorporation" means the articles of incorporation of
American Spectrum.

         "Business Combination" has the meaning set forth in Section 5.1 below.

         "Bylaws" means the bylaws of American Spectrum.

         "Closing" has the meaning set forth in Section 2.3 below.

         "Closing Date" has the meaning set forth in Section 2.3 below.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Company" has the meaning set forth in the Preface above.

         "Delaware RULPA" has the meaning set forth in the first paragraph of
the Recitals above.

         "Effective Time" has the meaning set forth in Section 2.2 below.

         "Exchange Agent" has the meaning set forth in Section 5.3 below.

         "Limited Partnership Units" has the meaning set forth in Section 2.1
below.

         "Managing General Partner" means the managing general partner of the
Merging Entity where such Merging Entity is a limited partnership.

         "Managing Member" means the managing member of the Merging Entity where
such Merging Entity is a limited liability company.

         "Maryland GCL" has the meaning set forth in the first paragraph of the
Recitals above.


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         "Material Adverse Effect" means, as to any Party, a material adverse
effect on the business, properties, operations or condition (financial or
otherwise) which is not related to any industry-wide change in the economy or
market or other conditions affecting all businesses in the industry of the Party
to which the term is applied.

         "Member" means a member of the Merging Entity, where such Merging
Entity is a limited liability company.

         "Member Interests" has the meaning set forth in Section 2.1 below.

         "Merger" has the meaning set forth in the first paragraph of the
Recitals above.

         "Merging Entity" has the meaning set forth in the preface above.

         "Merging Entity's Certificate of Merger" has the meaning set forth in
Section 2.2 below.

         "Operating Partnership" has the meaning set forth in the Preface above.

         "Operating Partnership Unit Consideration" has the meaning set forth in
Section 5.1 below.

         "Operating Partnership Units" means limited partnership units of the
Operating Partnership.

         "Partner" means a partner of the Merging Entity, where such Merging
Entity is a limited partnership.

         "Party" or "Parties" has the meaning set forth in the preface above.

         "Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, a limited
liability company, an unincorporated organization, a governmental entity (or any
department, agency, or political subdivision thereof) or other entity.

         "Prospectus/Consent Solicitation Statement" has the meaning set forth
in the first paragraph of the Recitals above.

         "Registration Statement" has the meaning set forth in the first
paragraph of the Recitals above.

         "SEC" has the meaning set forth in the first paragraph of the Recitals
above.

         "Securities Act" has the meaning set forth in the first paragraph of
the Recitals above.

         "Share Consideration" has the meaning set forth in Section 5.1.


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         "Surviving Entity" has the meaning set forth in Section 2.1 below.

         "Tax" means any federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp occupation,
premium, windfall profits, environmental (including taxes under Code (S) 59A),
customs duties, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.

                                   ARTICLE II
                         MERGER; EFFECTIVE TIME; CLOSING

2.1      Merger.

         Subject to the terms and conditions of this Agreement, the Maryland GCL
or the Delaware RULPA and Delaware law, at the Effective Time, the Merging
Entity and American Spectrum shall consummate the Merger in which (i) the
Merging Entity shall be merged with and into American Spectrum or the Operating
Partnership and the separate existence of the Merging Entity shall cease to
exist, (ii) American Spectrum or the Operating Partnership, as the case may be,
shall be the successor or surviving entity in the Merger and shall continue to
be governed by the laws of Maryland or Delaware, as the case may be, and (iii)
the properties, other assets and liabilities of the Merging Entity will be
deemed to have been transferred to American Spectrum or the Operating
Partnership, as the case may be. The entity surviving the Merger is sometimes
hereinafter referred to as the "Surviving Entity." The Merger shall have the
effects set forth in the Maryland GCL or the Delaware RULPA, as the case may be,
and Delaware law. Pursuant to the Merger, American Spectrum will issue American
Spectrum Common Shares, or the Operating Partnership shall issue Operating
Partnership Units in exchange for limited partnership units, where the Merging
Entity is a limited partnership (the "Limited Partnership Units") or member
interests, where the Merging Entity is a limited liability company (the "Member
Interests") of the Merging Entity.

2.2      Effective Time.

         On the Closing Date, subject to the terms and conditions of this
Agreement, the Merging Entity and American Spectrum shall (i) cause to be
executed (A) a certificate of merger in the form required by the Maryland GCL
(the "American Spectrum Certificate of Merger") or the Delaware RULPA (the
"Operating Partnership Certificate of Merger"), as the case may be, and (B) a
certificate of merger in the form required by Delaware law (the "Merging
Entity's Certificate of Merger"), and (ii) cause the American Spectrum
Certificate of Merger to be filed with the Maryland Department of Assessments
and Taxation as provided in the Maryland GCL or the Operating Partnership
Certificate of Merger to be filed with the Delaware Secretary of State, as
provided in the Delaware RULPA, and the Merging Entity's Certificate of Merger
to be filed with the Delaware Secretary of State. The Merger shall become
effective at (i) such time as the American Spectrum Certificate of Merger has
been duly filed with the Maryland Department


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of Assessments and Taxation or the Operating Partnership Certificate of Merger
is filed with the Delaware Secretary of State, as the case may be or (ii) such
other time as is agreed upon by the Merging Entity and American Spectrum and
specified in the Merging Entity's Certificate of Merger and the American
Spectrum Certificate of Merger or the Operating Partnership Certificate of
Merger. Such time is hereinafter referred to as the "Effective Time."

         2.3      The Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of Proskauer Rose
LLP, 1585 Broadway, New York, New York simultaneously with the Closing of the
Consolidation pursuant to the Prospectus/Consent Solicitation Statement (the
"Closing Date"), but in no event later than December 31, 2001, unless extended
by the mutual agreement of the Parties.

         2.4      Parties to the Merger. The Merger shall be with American
Spectrum or the Operating Partnership, as shall be determined by the Merging
Entity with the consent of American Spectrum, which consent shall not be
unreasonably withheld.

                                   ARTICLE III
                  NAME; ARTICLES OF INCORPORATION; BY-LAWS; AND
                   DIRECTORS AND OFFICERS OF SURVIVING ENTITY
                     IF THE MERGER IS WITH AMERICAN SPECTRUM

If the Surviving Entity is American Spectrum:

         3.1      Name. The name of the surviving entity shall be American
Spectrum Realty, Inc.

         3.2      Articles of Incorporation. The articles of incorporation of
American Spectrum, as in effect immediately prior to the Effective Time, shall
be the articles of incorporation of the Surviving Entity until thereafter
amended as provided therein.

         3.3      By-Laws. The by-laws of American Spectrum, as in effect
immediately prior to the Effective Time, shall be the by-laws of the Surviving
Entity.

         3.4      Directors and Officers. The directors and officers of American
Spectrum immediately prior to the Effective Time shall be the directors and
officers of the Surviving Entity from and after the Effective Time until their
successors have been duly elected, appointed or qualified or until their earlier
death, resignation or removal in accordance with the articles of incorporation
and by-laws of the Surviving Entity.

                                   ARTICLE IV
                      NAME; LIMITED PARTNERSHIP AGREEMENT;
                       GENERAL PARTNER OF SURVIVING ENTITY

If the Surviving Entity is the Operating Partnership:


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         4.1      Name. The name of the surviving entity shall be American
Spectrum Operating Partnership, L.P.

         4.2      Limited Partnership Agreement. The limited partnership
agreement of the Operating Partnership, as in effect immediately prior to the
Effective Time, shall be the limited partnership agreement of the Surviving
Entity until thereafter amended as provided therein.

         4.3      General Partners. The general partners of the Operating
Partnership immediately prior to the Effective Time shall be the general
partners of the Surviving Entity from and after the Effective Time.

                                    ARTICLE V
                                  CONSIDERATION

         5.1      Share or Operating Partnership Unit Consideration. (a) At the
Closing, the Partners or Members will be allocated American Spectrum Common
Shares (the "Share Consideration") or Operating Partnership Units (the
"Operating Partnership Unit Consideration") in such amounts as shall be
determined in accordance with the final Prospectus/Consent Solicitation
Statement. The Merging Entity acknowledges that the amounts and terms may be
different from that set forth in the draft Prospectus/Consent Solicitation
Statement.

         (b)      Prior to the Effective Time, if American Spectrum splits or
combines American Spectrum Common Shares; or pays a stock dividend or other
stock distribution in American Spectrum Common Shares, or in rights or
securities exchangeable or convertible into or exercisable for American Spectrum
Common Shares, or otherwise changes the American Spectrum Common Shares into, or
exchanges the American Spectrum Common Shares for, any other securities (whether
pursuant to or as part of a merger, consolidation, acquisition of property or
stock, separation, reorganization, or liquidation of American Spectrum as a
result of which American Spectrum stockholders receive cash, stock, or other
property in exchange for, or in connection with, their American Spectrum Common
Shares (a "Business Combination") or otherwise)), then the American Spectrum
Common Shares or Operating Partnership Units to be received by the Partners or
Members of the Merging Entity will be appropriately adjusted to reflect such
event.

         (c)      At the Effective Time, by virtue of the Merger and without any
action by holders thereof, all of the American Spectrum Common Shares and
Operating Partnership Units, as applicable, issued and outstanding prior to the
Effective Time shall remain issued and outstanding.

         5.2      Fractional American Spectrum Common Shares. No certificates
representing fractional American Spectrum Common Shares or fractional Operating
Partnership Units shall be issued. Each Partner/Member who would otherwise be
entitled to a fractional American Spectrum Common Shares or fractional Operating
Partnership Units will receive one American Spectrum Common Share or Operating
Partnership Unit for each fractional interest representing 50% or more of one
American Spectrum Common Share or Operating Partnership Unit. No


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American Spectrum Common Shares or Operating Partnership Unit will be issued for
a fractional interest representing less than 50% of an American Spectrum Common
Share or Operating Partnership Unit.

         5.3      Issuance of Shares and Operating Partnership Units. American
Spectrum shall designate an exchange agent (the "Exchange Agent") to act as such
in connection with the issuance of certificates representing the American
Spectrum Common Shares and Operating Partnership Units pursuant to this
Agreement.

                                   ARTICLE VI
               REPRESENTATIONS AND WARRANTIES OF AMERICAN SPECTRUM
                          AND THE OPERATING PARTNERSHIP

         American Spectrum represents and warrants to the Partners or Members
and the Merging Entity that the statements contained in this Article VI are
correct and complete as of the date hereof:

         6.1      Organization, Qualification and Corporate Power. American
Spectrum is a corporation duly organized, validly existing, and in good standing
under the laws of Maryland, as set forth in the Preface. American Spectrum is
duly authorized to conduct business and is in good standing under the laws of
each jurisdiction where such qualification is required, except where failure to
so qualify or obtain authorization would not have a Material Adverse Effect on
American Spectrum. The Operating Partnership is a limited partnership duly
organized, validly existing and in good standing under the laws of Delaware, as
set forth in the Preface. The Operating Partnership is duly authorized to
conduct business and is in good standing under the laws of each jurisdiction
where such qualification is required, except where failure to so qualify or
obtain authorization would not have a Material Adverse Effect on the Operating
Partnership.

         6.2      Authorization for Common Stock. The Share Consideration and
the Operating Partnership Units will, when issued, be duly authorized, validly
issued, fully paid and nonassessable, and no stockholder or partner of American
Spectrum will have any preemptive right or similar rights of subscription or
purchase in respect thereof.

         6.3      Authorization of Transaction. American Spectrum and the
Operating Partnership have full power and authority (including full corporate
and limited partnership power and authority) to execute and deliver this
Agreement and to perform their obligations hereunder. The execution, delivery
and performance by American Spectrum and the Operating Partnership of this
Agreement has been duly and validly authorized by the board of directors of
American Spectrum. This Agreement constitutes the valid and legally binding
obligation of American Spectrum or the Operating Partnership, enforceable in
accordance with its terms and conditions. Neither American Spectrum nor the
Operating Partnership is required to give any notice to, make any filing with,
or obtain any authorization, consent, or approval of any government or
governmental agency in order to consummate the transactions contemplated by this
Agreement, except in connection with the federal securities laws, the Hart Scott
Rodino Act, if applicable, and any applicable "Blue Sky" or state securities
laws.


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                                   ARTICLE VII
                    REPRESENTATIONS AND WARRANTIES CONCERNING
                               THE MERGING ENTITY

         The Merging Entity represents and warrants to American Spectrum and the
Operating Partnership that the statements contained in this Article VII are
correct and complete as of the date hereof.

         7.1      Organization, Qualification and Corporate Power. The Merging
Entity is a limited partnership/limited liability company duly organized,
validly existing, and in good standing under the laws of Delaware, as set forth
in the Preface. The Merging Entity is duly authorized to conduct business and is
in good standing under the laws of each jurisdiction where such qualification is
required, except where failure to so qualify or obtain authorization would not
have a Material Adverse Effect on the Merging Entity.

         7.2      Authorization of Transaction. The Merging Entity has full
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes the valid and legally binding
obligation of the Merging Entity, enforceable in accordance with its terms and
conditions. The Merging Entity is not required to give any notice to, make any
filing with, or obtain any authorization, consent or approval of any
governmental agency in order to consummate the transactions contemplated by this
Agreement, except in connection with federal securities laws, the Hart Scott
Rodino Act, if applicable, and any applicable "Blue Sky" or state securities
laws.

         7.3      Investment Representation.

         (a)      Each of the Members or Partners of the Merging Entity, by
reason of its business and financial experience.

                  (i)      has such knowledge, sophistication and experience in
financial and business matters and in making investment decisions of this type
that it is capable of evaluating the merits and risks of and of making an
informed investment decision with respect to an investment in American Spectrum
Common Shares or Operating Partnership Units,

                  (ii)     is capable of protecting its own interest, and

                  (iii)    is capable of bearing the economic risk of such
                           investment.

         (b)      Each of the Members or Partners of the Merging Entity is an
"accredited investor" as defined in Rule 501 of the regulations promulgated
under the Securities Act of 1933.

         (c)      (i)      Each of the Members or Partners of the Merging Entity
understands that an investment in American Spectrum or the Operating Partnership
involves substantial risks.


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                  (ii)     Each of the Members or Partners of the Merging Entity
has been given the opportunity to make a thorough investigation of the proposed
activities of American Spectrum and the Operating Partnership.

                  (iii)    Each of the Partners or Members of the Merging Entity
has had an opportunity to ask questions of and receive answers from
representatives of American Spectrum or the Operating Partnership concerning
American Spectrum and the Operating Partnership and their proposed activities
and the terms and conditions of an investment in American Spectrum Common Shares
or Operating Partnership.

         (d)      (i)      The American Spectrum Common Shares or Operation
Partnership Units to be issued to the Partners or Members of the Merging Entity
at the Closing will be acquired by each Partner or Member for its own account
for investment only and not with a view to, or with any intention of, a
distribution or resale thereof, in whole or in part, or the grant of any
participation therein.

         (e)      The Merging Entity acknowledges that

                           (A)      the American Spectrum Shares or Operating
Partnership Units to be issued at the Closing have not been registered under the
Securities Act of 1933 or state securities laws by reason of a specific
exemption or exemptions from registration under the Securities Act of 1933 and
applicable state securities laws and, if such American Spectrum Common Shares or
Operating Partnership Units are represented by certificate, such certificates
will bear a legend to such effect,

                           (B)      American Spectrum and the Operating
Partnership's reliance on such exemptions is predicated in part on the accuracy
and completeness of the representations and warranties contained herein,

                           (C)      the American Spectrum Common Shares or
Operating Partnership Units to be issued at the Closing may not be resold or
otherwise distributed unless registered under the Securities Act of 1933 and
applicable state securities laws, or unless an exemption from registration is
available,

                           (D)      there is no public market for such American
Spectrum Common Shares or Operating Partnership Units, and

                           (E)      Neither American Spectrum nor the Operating
Partnership has any obligations or intention to register such American Spectrum
Common Shares or Operating Partnership Units under the Securities Act of 1933 or
any state securities laws or to take any action that would make available any
exemption from the registration requirements of such laws, except as provided in
the Registration Rights Agreement (referred to below).

                  (i)      The Merging Entity hereby acknowledges that because
of the restrictions on the transfer or assignment, each Partner or Member may
have to bear the economic risk of the


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investment commitment evidenced by this Agreement and any of the American
Spectrum Common Shares or Operating Partnership Units issued hereunder for an
indefinite period of time, although, if applicable,

                           (A)      under the terms of the Exchange Rights
Agreement, Operating Partnership Units will, subject to the limitations set
forth in the Exchange Rights Agreement, be exchangeable at the request of the
holder thereof at any time after the first anniversary of their issuance for
cash based on their fair market value or, at the option of American Spectrum,
for American Spectrum Common Shares, and

                           (B)      the holder of any such American Spectrum
Common Shares issued upon exchange of Units will be afforded certain rights to
have such American Spectrum Common Shares registered under the Securities Act of
1933 and applicable state securities laws pursuant to the Registration Rights
Agreement.

                                  ARTICLE VIII
                              PRE-CLOSING COVENANTS

         The Parties agree as follows with respect to the period between the
execution of this Agreement and the Closing:

         8.1      General. Each of the Parties will use its reasonable best
efforts to take all action and to do all things necessary, proper or advisable
in order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the closing conditions set
forth in Article X below).

         8.2      Notices and Consents. Each of the Parties shall give any
notices to, make any filings with, and use its reasonable best efforts to obtain
any authorizations, consents, and approvals of governments and governmental
agencies in connection with the matters referred to in Section 10.1 below.

         8.3      Execution of Instruments. The Merging Entity shall cause each
of its Partners or Members to execute the Instruments set forth in Section
10.1(g) to (i) and 10.3 (if applicable) below.

         8.4      American Spectrum shall execute the documents to be executed
by it pursuant to Section 10.1(g) and (h) below.

                                   ARTICLE IX
                             POST-CLOSING COVENANTS

         The Parties agree as follows with respect to the period following the
Closing:

         9.1      General. In the event that at any time after the Closing any
further action is necessary or desirable to carry out the purposes of this
Agreement, each of the Parties will take


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such further action (including the execution and delivery of such further
instruments and documents) as any other Party reasonably may request, all at the
sole cost and expense of the requesting Party. The Merging Entity acknowledges
and agrees that from and after the Closing, the Surviving Entity will be
entitled to possession of all documents, books, records (including Tax records),
agreements and financial data of any sort relating to the Merging Entity but
will provide the Partners or Members with reasonable access to such documents,
books and records upon request.

         9.2      Litigation Support. In the event and for so long as any Party
actively is contesting or defending against any action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand in connection with
(i) any transaction contemplated under this Agreement or (ii) any fact,
situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving the Merging Entity, the other Party will cooperate
with him and his counsel in the contest or defense, make available their
personnel, and provide such testimony and access to their books and records as
shall be necessary in connection with the contest or defense, all at the sole
cost and expense of the contesting or defending Party.

         9.3      Share Registration. American Spectrum shall use commercially
reasonable efforts to register the American Spectrum Common Shares promptly
following the first anniversary of the consummation of the Merger.

                                    ARTICLE X
                        CONDITIONS TO OBLIGATION TO CLOSE

         10.1     Conditions to Each Party's Obligation. The respective
obligations of American Spectrum or the Operating Partnership, the Partners or
Members and the Merging Entity to consummate the transactions contemplated by
this Agreement are subject to the fulfillment at or prior to the Closing Date of
each of the following conditions, which conditions may be waived upon the
written consent of American Spectrum or the Operating Partnership and the
Partners or Members:

         (a)      Consents. The parties shall have obtained all consents of
third parties required in connection with the consummation of the transaction
contemplated hereby.

         (b)      Governmental Approvals. The Parties shall have received all
other authorizations, consents, and approvals of governments and governmental
agencies required in connection with the consummation of the transaction
contemplated hereby.

         (c)      No Injunction or Proceedings. There shall not be an
unfavorable injunction, judgment, order, decree, ruling, or charge would, in the
reasonable judgment of American Spectrum, prevent consummation of any of the
transactions contemplated by this Agreement.

         (d)      No Suspension of Trading, Etc. At the Effective Time, there
shall be no declaration of a banking moratorium by federal or state authorities
or any suspension of payments


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by banks in the United States (whether mandatory or not) or of the extension of
credit by lending institutions in the United States, or commencement of war or
other international, armed hostility or national calamity directly or indirectly
involving the United States, which war, hostility or calamity (or any material
acceleration or worsening thereof), in the sole judgment of American Spectrum,
would have a Material Adverse Effect on the Merging Entity or, in the sole
judgment of the Partners or Members, would have a Material Adverse Effect on
American Spectrum.

         (e)      The Consolidation pursuant to the Prospectus/Consent
Solicitation Statement shall have closed or be closing simultaneously with the
Closing.

         (f)      American Spectrum Common Shares shall have been approved for
listing on notice of issuance on a national securities exchange acceptable to
American Spectrum.

         (g)      Registration Rights Agreement. A registration rights agreement
or customary terms, pursuant to which American Spectrum agrees to use
commercially reasonable efforts to register the American Spectrum Common Shares
issued or issuable in exchange for Operating Partnership Units shall have been
executed and delivered hereto.

         (h)      Exchange Rights Agreement. An exchange rights agreement on
customary terms shall have been entered into by the parties hereto, which shall
permit exchange of the Operating Partnership Units for American Spectrum Common
Shares subject to customary limitations on and after the first anniversary of
the Closing, shall have been executed and delivered.

         (i)      Investment Representation Letter. Each of the Partners or
Members of the Merging Entity shall execute a customary investment
representation letter with respect to the matters set forth in Section 7.3.

         10.2     Conditions to Obligation of the Merging Entity. The
obligations of the Merging Entity to consummate the transactions contemplated
hereby and take the actions to be performed by it in connection with the Closing
are subject to satisfaction of the following additional conditions:

         American Spectrum or the Operating Partnership shall have delivered to
the Partners or Members the Share Consideration or Limited Partnership Unit
Consideration pursuant to Section 5.1.

         10.3     Conditions to Obligation of the Operating Partnership. The
obligations of the Operating Partnership to consummate the transactions
contemplated hereby and take the actions to be performed by it in connection
with the Closing are subject to satisfaction of the following additional
condition:

         The Partners or Members of the Merging Entity shall have executed the
signature page of the Agreement of Limited Partnership of the Operating
Partnership and such other documents as shall be necessary for admission as a
limited partner of the Operating Partnership.


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                                   ARTICLE XI
                                   TERMINATION

         11.1     Termination by Mutual Consent. This Agreement may be
terminated and the Merger may be abandoned at any time prior to its Effective
Time, before or after the approval of the Partners or Members of the Merging
Entity or American Spectrum or the Operating Partnership, respectively, either
by the mutual written consent of American Spectrum or the Operating Partnership
and the Merging Entity or by the mutual action of the board of directors of
American Spectrum or the general partner of the Operating Partnership, and the
Managing General Partner or Managing Member of the Merging Entity.

         11.2     Termination by Either American Spectrum or the Operating
Partnership or by the Merging Entity. This Agreement may be terminated and the
Merger may be abandoned (a) by action of American Spectrum or the Operating
Partnership in the event of a failure of a condition to the obligations of
American Spectrum and the Operating Partnership set forth in Section 9.1 of this
Agreement; (b) by the Managing General Partner or the vote of a majority in
interest of the Partners or Members of the Merging Entity in the event of a
failure of a condition to the obligations of the Merging Entity set forth in
Section 9.1 or 9.2 of this Agreement; or (c) if a United States or federal or
state court of competent jurisdiction or United States federal or state
governmental agency shall have issued an order, decree or ruling or taken any
other action permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement and such order, decree, ruling or
other action shall have become final and non- appealable; provided, in the case
of a termination pursuant to clause (a) or (b) above, that the terminating party
shall not have breached in any material respect its obligations under this
Agreement in any manner that shall have proximately contributed to the
occurrence of the failure referred to in said clause.

         11.3     Effect of Termination and Abandonment. In the event of
termination of this Agreement and abandonment of the Merger pursuant to this
Article XI, no Party hereto (or any of its directors, officers, Managing General
Partners, Managing Members, Limited Partners or Members) shall have any
liability or further obligation to any other Party to this Agreement, except
that nothing herein will relieve any Party from liability for any breach of this
Agreement.

                                   ARTICLE XII
                                  MISCELLANEOUS

         12.1     No Third-Party Beneficiaries. This Agreement shall not confer
any rights or remedies upon any Person other than the Parties and their
respective successors and permitted assigns.

         12.2     Entire Agreement. This Agreement (including the documents
referred to herein) constitutes the entire agreement among the Parties and
supersedes any prior understandings, agreements, or representations by or among
the Parties, written or oral, to the extent they related in any way to the
subject matter hereof.


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         12.3     Succession and Assignment. This Agreement shall be binding
upon and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval of American Spectrum or the Operating Partnership and the Partners or
Members; provided, however, that American Spectrum or the Operating Partnership
may (i) assign any or all of its rights and interests hereunder to one or more
of its Affiliates and (ii) designate one or more of its Affiliates to perform
its obligations hereunder (in any or all of which cases American Spectrum or the
Operating Partnership nonetheless shall remain responsible for the performance
of all of its obligations hereunder).

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

         12.5     Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

         12.6     Notices. All notices, requests, demands, claims, or other
communications hereunder shall be deemed duly given, as of the date two business
days after mailing, if it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below:

         If to the Merging Entity:

         c/o  William J. Carden
         Chief Executive Officer
         American Spectrum Realty, Inc.
         1800 East Deere Avenue
         Santa Ana, California  92705

         With copy to:

         Proskauer Rose LLP
         1585 Broadway
         New York, NY  10036
         Attn:  Peter M. Fass, Esq.
         Telecopy:  (212) 969-2900

         If to American Spectrum:

         William J. Carden
         Chief Executive Officer
         American Spectrum Realty, Inc.
         1800 East Deere Avenue
         Santa Ana, California  92705


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         With copy to:

         Proskauer Rose LLP
         1585 Broadway
         New York, NY  10036
         Attn:  Peter M. Fass, Esq.
         Telecopy:  (212) 969-2900

         If to the Operating Partnership:

         American Spectrum Operating Partnership, L.P.
         c/o  William J. Carden
         Chief Executive Officer
         American Spectrum Realty, Inc.
         1800 East Deere Avenue
         Santa Ana, California  92705

         With copy to:

         Proskauer Rose LLP
         1585 Broadway
         New York, NY  10036
         Attn:  Peter M. Fass, Esq.
         Telecopy:  (212) 969-2900


Any Party may send any notice, request, demand, claim or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Party
notice in the manner herein set forth.

         12.7     Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of Maryland without giving effect to
any choice or conflict of law provision or rules (whether of the State of
Maryland or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Maryland.

         12.8     Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by
American Spectrum and the Merging Entity. No waiver by any party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.


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         12.9     Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

         12.10    Expenses. Each of the Parties will bear its own costs and
expenses (including legal fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby, except to the extent set
forth in the Prospectus/Consent Solicitation Statement.

         12.11    Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation. The Parties intend
that each representation, warrant, and covenant contained herein in any respect,
the fact that there exists another representation, warranty, or covenant
contained herein in any respect, the fact that there exists another
representation, warranty, or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which the Party has not
breached shall not detract from or mitigate the fact that the Party is in breach
of the first representation, warranty or covenant.

         12.12    Specific Performance. Each of the Parties acknowledges that
the other Party would be damaged irreparably in the event any of the provisions
of this Agreement are not performed in accordance with their specific terms or
otherwise are breached. Accordingly, each of the Parties agrees that the other
Party shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Agreement and to enforce specifically this Agreement and
the terms and provisions hereof in any action instituted in any court of the
United States or any state thereof having jurisdiction over the Parties and the
matter (subject to the provisions set forth in Section 12.13 below), in addition
to any other remedy to which they may be entitled, at law or in equity.

         12.13    Submission to Jurisdiction. Each of the Parties submits to the
jurisdiction of any state or federal court sitting in the State of California,
in any action or proceeding arising out of or relating to this Agreement and
agrees that all claims in respect of the action or proceeding may be heard and
determined in any such court.

         12.14    Impracticability of Merger. The Merging Entity agrees that if
for any reason it is impracticable to merge the Merging Entity with or into
American Spectrum or the Operating Partnership, as the case may be, but the
conditions are otherwise satisfied, that it will transfer all of its assets to
American Spectrum or the Operating Partnership. American Spectrum agrees that,
in such case, American Spectrum or the Operating Partnership shall assume all of
the liabilities


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of the Merging Entities. The terms of such transfer will be substantially on the
terms set forth herein.

         12.15    Further Assurances; Further Actions. Each of the parties
shall, without further consideration, take such action and execute and deliver
such documents as may be necessary to carry out this agreement.

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

                             AMERICAN SPECTRUM REALTY, INC.

                             By:  /s/ William J. Carden
                                  ----------------------------------------------
                                  Name:
                                  Title:

                             BACK BAY LLC

                             By:  CGS Real Estate Company, Inc., Managing Member
                                  ----------------------------------------------

                             By:  /s/ William J. Carden
                                  ----------------------------------------------
                                  Name:
                                  Title:


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