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                                 THIRD AMENDMENT
                                       TO
                         AGREEMENT FOR PURCHASE AND SALE


         This Third Amendment to Agreement for Purchase and Sale ("THIRD
AMENDMENT") is entered into effective as of November 15, 2001 by and between
BURNHAM PACIFIC PROPERTIES, INC., a Maryland corporation ("SELLER") and PACIFIC
RETAIL, L.P., a Delaware limited partnership ("BUYER").

         WHEREAS, Seller and Buyer entered into that certain Agreement for
Purchase and Sale dated as of August 29, 2001 (the "INITIAL AGREEMENT"), as
amended by that certain letter agreement dated September 17, 2001 (the "FIRST
AMENDMENT") and that certain Second Amendment to Agreement for Purchase and Sale
dated as of October 2, 2001 (the "SECOND AMENDMENT") (the Initial Agreement as
amended by the First Amendment and the Second Amendment shall be collectively
referred to as the "AGREEMENT")

         WHEREAS, Seller and Buyer desire to further amend the Agreement as
provided herein.

         NOW, THEREFORE, for good and valuable consideration, the adequacy and
receipt of which is hereby acknowledged, the parties hereby agree as follows:

         1.       DEFINED TERMS. Capitalized terms which are not otherwise
defined in this Third Amendment shall have the same meaning ascribed thereto in
the Agreement. An individual Property may be referenced in this Third Amendment
by its common name and such reference shall be deemed to be to that Property
referenced by the same common name listed on Exhibit A of the Agreement and that
is legally described in corresponding Schedule A of the preliminary title report
listed on Exhibit J of the Agreement and the Real Property, Personal Property
and Intangible Property related or appurtenant thereto.

         2.       TERMINATION OF AGREEMENT AS TO MARGARITA PLAZA AND PALMS TO
PINES. Seller and Buyer hereby acknowledge that Buyer has terminated the
Agreement as to Margarita Plaza and Palms to Pines pursuant to Section 2.6 of
the Agreement and that concurrent herewith $36,216.63 and $68,702.28 shall be
released to Seller, such amounts being that portion of the Option Payment
allocated to Margarita Plaza and Palms to Pines, respectively.

         3.       RETURN OF OPTION PAYMENT AS TO LADERA CENTER. Seller and Buyer
hereby acknowledge that the ROFR Party having a right of first refusal for
Ladera Center has exercised such right and that the closing for the purchase of
Seller's membership interest in the entity owing Ladera Center (the "MEMBERSHIP
INTEREST") is scheduled to close on November 30, 2001. Notwithstanding the
provision of Section 3.1(a)(vii) of the Agreement, Seller is willing to return
the portion of the Option Payment allocated to Ladera Center in the amount of
$37,622.26 prior to the purchase by the ROFR Party of the Membership Interest.

         4.       CLOSING DATE. The definition of "CLOSING DATE" set forth in
Article 1 of the Agreement is hereby amended to change the date "November 30,
2001" referenced therein to "December 20, 2001".

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         5.       PURCHASE PRICE. The definition of "PURCHASE PRICE" set forth
in Article 1 of the Agreement is hereby reduced to One Hundred Forty Nine
Million Five Hundred Six Thousand and 00/100 Dollars ($149,506,000). Exhibit Q
of the Agreement reflecting the allocation of the Purchase Price among the
Properties is hereby replaced with Exhibit Q attached to this Third Amendment.

         6.       ADDITIONAL DEPOSIT. Section 2.2(a) of the Agreement is hereby
amended to reduce the amount of the Additional Deposit to be wired to Seller on
November 16, 2001 to Two Million Three Hundred Seventy Thousand Four Hundred
Seventeen and 11/100 Dollars ($2,370,417.11).

         7.       ESTOPPELS, SNDAS, EXTENDED TITLE COVERAGE AND LENDER
REQUIREMENTS. Buyer acknowledges that Buyer has not terminated the Agreement
pursuant to its rights under Section 2.6(a), Section 2.6(b) or Section 2.6(c).
Seller agrees to continue to cooperate with Buyer in obtaining Estoppels and
SNDAs and confirmation of title coverage and to use commercially reasonable
efforts to obtain the Estoppels and SNDAs.

         8.       APPLICATION OF DEPOSIT. Notwithstanding anything to the
contrary contained in the Agreement, the following provisions shall govern the
return to Buyer or the release to Seller of the Option Payment or the Additional
Deposit, as applicable, with respect to the Properties identified in this
Paragraph 8:

                  8.1      BELL GARDENS MARKETPLACE. Buyer shall have until
December 14, 2001 to (a) satisfy the requirements of its lender with respect to
Bell Gardens Marketplace and (b) negotiate an amendment to the Ground Lease with
the Bell Gardens Community Development Commission (formerly known as the Bell
Gardens Redevelopment Agency) (the "Bell Gardens Agency") with respect to the
Bell Gardens Marketplace providing for terms identified in Buyer's letter to the
Bell Gardens Agency dated November 9, 2001. Buyer shall exercise commercially
reasonable efforts to negotiate and complete the amendment to the Ground Lease
and shall at all times keep Seller apprised of the terms of such amendment. If
Buyer, by December 14, 2001, has not satisfied the requirements of its lender
with respect to Bell Gardens Marketplace or completed the amendment to the
Ground Lease, Buyer at its option may terminate this Agreement as to Bell
Gardens Marketplace by delivering written notice of its election to do so no
later than December 14, 2001. If Buyer elects to terminate the Agreement as to
Bell Gardens Marketplace pursuant to this Paragraph 8.1, the Purchase Price for
the Properties shall be reduced by the amount of the Purchase Price allocated to
Bell Gardens Marketplace, that portion of the Option Payment in column A of
Exhibit R allocated to Bell Gardens Marketplace shall be deemed released to
Seller, that portion of the Additional Deposit in column B of Exhibit R
allocated to Bell Gardens Marketplace shall be returned to Buyer and the term
"Deposit" shall be reduced by the amount in column C of Exhibit R allocated to
Bell Gardens Marketplace. Seller or Buyer shall have the right (by giving notice
to the other), but not the obligation, to extend the date by which the lender's
requirements may be satisfied or the amendment to the Ground Lease may be
completed for Bell Gardens Marketplace to February 15, 2002; provided, however,
that if Buyer (but not Seller) elects to extend such date and Buyer subsequently
elects to terminate the Agreement as to Bell Gardens Marketplace pursuant to
this Paragraph 8.1, then that portion of the Option Payment in column C of
Exhibit R allocated to Bell Gardens Marketplace shall be deemed released to
Seller and no portion of the Deposit allocated to Bell Gardens Marketplace shall
be returned to Buyer.. If the date is extended as aforesaid and the lender's
requirements are satisfied or the amendment is completed after January 15, 2002
and before February 15, 2002, the Closing Date for Bell Gardens Marketplace
shall be thirty (30) days after the date on which the amendment is completed.


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                  8.2      GREENTREE PLAZA. Notwithstanding anything to the
contrary contained herein, Buyer shall have the absolute right in its sole
discretion to terminate this Agreement as to Greentree Plaza by delivering
written notice of its intention to do so to Seller by December 14, 2001. If
Buyer elects to terminate the Agreement as to Greentree Plaza pursuant to this
Paragraph 8.2, the Purchase Price for the Properties shall be reduced by the
amount of the Purchase Price allocated to Greentree Plaza, that portion of the
Option Payment in column A of Exhibit R allocated to Greentree Plaza shall be
deemed released to Seller, that portion of the Additional Deposit in column B of
Exhibit R allocated to Greentree Plaza shall be returned to Buyer and the term
"Deposit" shall be reduced by the amount in column C of Exhibit R allocated to
Greentree Plaza. If the Agreement is not terminated as to Greentree Plaza by
December 14, 2001, the Closing Date for Greentree Plaza shall be February 1,
2002.

                  8.3      FAIRWOOD SQUARE AND VILLAGE EAST SHOPPING CENTER.
Seller and Buyer hereby reaffirm the provisions of Section 3.1(iii) and Section
3.2(c) with respect to the Lender's Consents to the sale of Fairwood Square and
Village East. With respect to Village East only, Buyer shall have until December
7, 2001 to resolve any issues identified in the Estoppels received from Ross and
Albertson's. If Buyer, by December 7, 2001, has not resolved such Estoppel
issues, Buyer, at its option, may terminate this Agreement as to Fairwood Square
and Village East by delivering written notice of its election to do so no later
than December 7, 2001. If Buyer elects to terminate the Agreement as to Fairwood
Square and Village East pursuant to this Paragraph 8.3, the Purchase Price for
the Properties shall be reduced by the amount of the Purchase Price allocated to
Fairwood Square and Village East, that portion of the Option Payment in column A
of Exhibit R allocated to Fairwood Square and Village East shall be deemed
released to Seller, that portion of the Additional Deposit in column B of
Exhibit R allocated to Fairwood Square and Village East shall be returned to
Buyer and the term "Deposit" shall be reduced by the amount in column C of
Exhibit R allocated to Fairwood Square and Village East.

                  8.4      BRICKYARD AND JAMES VILLAGE Section 3.2(b) of the
Agreement is hereby amended to provide that, with respect to the condition set
forth in Section 3.1(a)(iv), Seller (but not Buyer) shall have the right (by
giving notice to Buyer), but not the obligation, to extend the date by which the
Ground Lessor's Consents for Brickyard and James Village must be obtained to
February 15, 2002 . As provided in Section 3.2(d), if this Agreement is
terminated as to either Brickyard or James Village due to the failure to obtain
the Ground Lessor's Consent for Brickyard or James Village pursuant to this
Section 8.4, the Purchase Price for the Properties shall be reduced by the
amount of the Purchase Price allocated to Brickyard or James Village (as
applicable), that portion of the Option Payment in column A of Exhibit R
allocated to Brickyard or James Village (as applicable) shall be deemed released
to Seller, that portion of the Additional Deposit in column B of Exhibit R
allocated to Brickyard or James Village (as applicable) shall be returned to
Buyer and the term "Deposit" shall be reduced by the amount in column C of
Exhibit R allocated to Brickyard or James Village (as applicable). If the date
is extended as aforesaid and the Ground Lessor's Consents for Brickyard or James
Village is obtained after February 1, 2002 but before February 15, 2002, the
Closing Date for Brickyard or James Village, as applicable, shall be ten (10)
business days after the date the applicable Ground Lessor's Consent was
obtained.

                  8.5      MISSION PLAZA. Buyer acknowledges receipt and
approval of the Ground Lessor's Consent for Mission Plaza.

                  8.6      FARMINGTON VILLAGE. Notwithstanding any provision to
the contrary contained in Section 2.6(a) of the Agreement and Paragraph 7 of
this Third Amendment, Seller and Buyer


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hereby acknowledge that the Estoppel/SNDA Threshold for Farmington Village has
not been achieved with respect to Estoppels and SNDAs received to date. If
Buyer, by December 14, 2001, has not received Estoppels and SNDAs acceptable to
Buyer in its sole discretion from tenants occupying the Estoppel/SNDA Threshold
at Farmington Village, Buyer may terminate this Agreement as to Farmington
Village by delivering written notice of its election to do so no later than
December 14, 2001. If Buyer elects to terminate the Agreement as to Farmington
Village pursuant to this Paragraph 8.6 , the Purchase Price for the Properties
shall be reduced by the amount of the Purchase Price allocated to Farmington
Village, that portion of the Option Payment in column A of Exhibit R allocated
to Farmington Village shall be deemed released to Seller, that portion of the
Additional Deposit in column B of Exhibit R allocated to Farmington Village
shall be returned to Buyer and the term "Deposit" shall be reduced by the amount
in column C of Exhibit R allocated to Farmington Village.

                  8.7      ONTARIO VILLAGE. Seller shall exercise commercially
reasonable efforts to clarify the termination right identified in the Estoppel
received from Options for Youth with respect to its lease at Ontario Village.

                  8.8      GATEWAY CENTER. Notwithstanding anything to the
contrary contained in Sections 2.6(a), 3.1(a)(iii), 3.1(a)(iv), 3.2(b) and
3.2(c), Seller and Buyer shall have until February 15, 2002 to obtain the
estoppel for the Ground Lease, the Lender's Consent and the Ground Lessor's
Consent for Gateway Center. Seller (but not Buyer) shall have the right (by
giving notice to Buyer), but not the obligation, to delay the Closing for
Gateway Center for an additional period or periods to a date not later than June
30, 2002, to provide Seller and Buyer with additional time to obtain the
estoppel for the Ground Lease, the Lender's Consent and the Ground Lessor's
Consent for Gateway Center and the Closing as to Gateway Center only shall be
deferred for such period or periods. If this Agreement is terminated as to
Gateway Center due to the failure to obtain the estoppel for the Ground Lease or
the Ground Lessor's Consent, the Purchase Price for the Properties shall be
reduced by the amount of the Purchase Price allocated to Gateway Center, that
portion of the Option Payment in column A of Exhibit R allocated to Gateway
Center shall be deemed released to Seller, that portion of the Additional
Deposit in column B of Exhibit R allocated to Gateway Center shall be returned
to Buyer and the term "Deposit" shall be reduced by the amount in column C of
Exhibit R allocated to Gateway Center. If this Agreement is terminated as to
Gateway Center due to the failure to obtain the Lender's Consent, and Buyer has
not satisfied the conditions enumerated in Section 3.2(c) with respect to the
assignment and assumption of the Loan, the Purchase Price for the Properties
shall be reduced by the amount of the Purchase Price allocated to Gateway
Center, that portion of the Option Payment in column A of Exhibit R allocated to
Gateway Center shall be deemed released to Seller, that portion of the
Additional Deposit in column B of Exhibit R allocated to Gateway Center shall be
returned to Buyer and the term "Deposit" shall be reduced by the amount in
column C of Exhibit R allocated to Gateway Center . If this Agreement is
terminated as to Gateway Center due to the failure to obtain the Lender's
Consent (even if such failure is only because the estoppel for the Ground Lease
and/or the Ground Lessor's Consent is not obtained), and Buyer has satisfied the
conditions enumerated in Section 3.2(c) with respect to the assignment and
assumption of the Loan, the Purchase Price for the Properties shall be reduced
by the amount of the Purchase Price allocated to Gateway Center, that portion of
the Deposit in column C of Exhibit R allocated to Gateway Center shall be shall
be returned to Buyer and the term "Deposit" shall be reduced by the amount in
column C of Exhibit R allocated to Gateway Center.

         9.       RIGHT TO EXTEND CLOSING. Pursuant to Section 6.1, Buyer hereby
elects to extend the Closing Date to December 20, 2001 and Seller acknowledges
the extension of the Closing Date to


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December 20, 2001. All other rights to extend the Closing Date in the first
paragraph of Section 6.1 shall be deemed amended to the extent modified as
provided in Paragraph 8 of this Third Amendment.

         10.      FREMONT HUB. Seller and Buyer acknowledge that certain issues
have been raised in Estoppels received from Safeway, Ross Dress for Less and
Borders for the Fremont Hub. Seller agrees that, with respect to the lease with
Safeway, Seller will resolve or credit to Buyer the $389,227 amount claimed by
Safeway as owed by Seller to Safeway for completion of common area work; with
respect to the lease with Ross Dress for Less, Seller will enter into the Second
Amendment to Lease in the form attached hereto as Exhibit T; and, with respect
to the lease with Borders, Seller will resolve or credit to Buyer the $437,500
amount claimed by Borders for its tenant improvement allowance.

         11.      HOLDBACK. In addition to those identified in Paragraph 10,
Seller and Buyer acknowledge that various problems and issues have been raised
in Estoppels received from tenants with respect to payment of tenant improvement
allowances and unresolved reconciliation issues regarding Additional Rents and
other issues, as more fully detailed on Exhibits U and V. Seller and Buyer agree
that all such problems and issues which are the subject of Section 6.3 of the
Agreement concerning Prorations shall be resolved by Seller by the Closing Date,
or that Seller shall propose a resolution of such problems or issues which will
not have any negative economic impact on Buyer or appropriate amounts shall be
credited to Buyer at Closing, if applicable. In the event Seller is not able to
resolve such problems or issues prior to Closing or Seller and Buyer are not
able to agree on a resolution of such problems or issues prior to Closing, and
to assure that there will be sufficient funds available from Seller to resolve
such issues or problems following the Closing, Seller shall deposit and escrow
with the Title Company at Closing the amount of those items listed on Exhibits U
and V which remain outstanding as to the particular Property or Properties which
are the subject of the Closing ("ESCROWED SUMS"). The Escrowed Sums shall be
deposited in an interest bearing account acceptable to Seller and all interest
shall be paid to Seller. The Escrowed Sums shall be disbursed pursuant to the
terms of a separate agreement to be entered into by Seller, Buyer and the Title
Company at Closing which agreement shall provide that the Escrowed Sums shall be
disbursed to Seller or tenant, as applicable, upon Seller's resolution of
outstanding issue identified on Exhibit U. If the Escrowed Sums are in excess of
the amounts owed to tenant, the balance of the Escrowed Sums shall be remitted
to Seller. In the event that any Escrowed Sums have not been disbursed to Seller
or a tenant on or before December 15, 2002, Seller and Buyer shall negotiate in
good faith a resolution to any unresolved issues identified on Exhibits U and V.

         12.      EXHIBITS. Exhibit Q and Exhibit R attached to the Agreement
are hereby replaced with Exhibit Q and Exhibit R attached hereto. Exhibits T, U
and V attached hereto are added to this Agreement.

         13.      REAFFIRMATION. The terms of this Third Amendment shall govern
and control over any conflicting provisions in the Agreement. Except in the case
of such conflicts and as expressly amended by the Amendment, the terms and
provisions of the Agreement shall remain unchanged and in full force and effect.

         14.      COUNTERPARTS. This Amendment may be executed in one or more
counterparts. All counterparts so executed shall constitute one contract,
binding on all parties, even though all parties are not signatory to the same
counterpart. Execution and transmission by telecopier is permitted and will
create an effective Amendment.


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         IN WITNESS WHEREOF, the parties execute this Amendment effective as of
the date first written above.

                  SELLER:

                  BURNHAM PACIFIC PROPERTIES, INC.,
                  a Maryland corporation


                  By:    /s/ Scott C. Verges
                        ---------------------------------------------------
                  Name: Scott C. Verges
                  Its:  President and CEO

                  BUYER:

                  PACIFIC RETAIL, L.P.,
                  a Delaware limited partnership

                  By:  POB Pacific Retail Partner, Inc.,
                       a Delaware corporation
                       a General Partner


                       By:
                          ------------------------------------------------
                       Name:
                            ----------------------------------------------
                       Title:
                             ---------------------------------------------

                  By:  AP-GP POB IV, LLC,
                       a Delaware limited liability company
                       a General Partner

                       By:    Kronus Property IV, Inc.,
                              a Delaware corporation


                              By:
                                 -----------------------------------------
                              Name:
                                   ---------------------------------------
                              Title:
                                    --------------------------------------


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