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                                                                  EXHIBIT 10.2


                       LIQUIDATION AND PROPERTY MANAGEMENT

                               SERVICES AGREEMENT

                            DATED SEPTEMBER 10, 2000

                                     BETWEEN

                        BURNHAM PACIFIC PROPERTIES, INC.

                                 (THE "COMPANY")

                                       AND

                          DDR REAL ESTATE SERVICES INC.

                               (THE "LIQUIDATOR")
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                                TABLE OF CONTENTS

<TABLE>
<S>   <C>                    <C>                                                                                 <C>
ARTICLE 1 - DEFINITIONS...........................................................................................5

ARTICLE 2 - MANAGEMENT............................................................................................7

      SECTION 2.1            RETENTION............................................................................7
      SECTION 2.2            SERVICES ............................................................................9
      SECTION 2.3            AUTHORITY OF THE LIQUIDATOR.........................................................11
      SECTION 2.4            EMPLOYEES ..........................................................................13
      SECTION 2.5            ADEQUATE PERSONNEL..................................................................14
      SECTION 2.6            COMPLIANCE WITHLAWS.................................................................14
      SECTION 2.7            INTENTIONALLY OMITTED...............................................................14
      SECTION 2.8            COLLECTION OF REVENUE...............................................................14
      SECTION 2.9            INSPECTIONS.........................................................................15
      SECTION 2.10           DOCUMENTATION.......................................................................15
      SECTION 2.11           OVERALL STANDARD OF CARE; LIQUIDATOR AS INDEPENDENT CONTRACTOR......................15
      SECTION 2.12           LEASING.............................................................................15

ARTICLE 3 - INSURANCE............................................................................................13

      SECTION 3.1            The Company's Insurance.............................................................14
      SECTION 3.2            Insurance Claims....................................................................14
      SECTION 3.3            The Liquidator's Insurance..........................................................14
      SECTION 3.4            INDEMNIFICATION.....................................................................18
      SECTION 3.5            WAIVER OF SUBROGATION...............................................................20

ARTICLE 4 - REPORTING AND RECORD KEEPING.........................................................................20

      SECTION 4.1            MAINTENANCE OF RECORDS..............................................................20
      SECTION 4.2            COMPANY'S PROPERTY; CONTINUING ACCESS...............................................21
      SECTION 4.3            COMPANY'S AUDIT RIGHTS..............................................................21
      SECTION 4.4            REQUIRED REPORTS....................................................................21
      SECTION 4.5            OTHER DISCLOSURES...................................................................24
      SECTION 4.6            COMPANY'S PROPERTY..................................................................25
      SECTION 4.7            COMPANY'S DISCLOSURE ...............................................................25

ARTICLE 5 - BANK ACCOUNTS........................................................................................25

      SECTION 5.1            ACCOUNTS............................................................................25
      SECTION 5.2            ACCESS TO ACCOUNTS..................................................................26

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      SECTION 5.3            INVESTMENT OF ACCOUNTS..............................................................26
      SECTION 5.4            FILES...............................................................................26

ARTICLE 6 - PAYMENT OF EXPENSES..................................................................................26

      SECTION 6.1            COSTS PAYABLE FROM COMPANY ACCOUNTS.................................................26
      SECTION 6.2            NON-REIMBURSABLE COSTS..............................................................27
      SECTION 6.3            INSUFFICIENT FUNDS..................................................................27
      SECTION 6.4            EXPENDITURES........................................................................28

ARTICLE 7 - COMPENSATION AND EXPENSES............................................................................28

      SECTION 7.1            LIQUIDATOR'S FEES...................................................................28
      SECTION 7.2            EXPENSES............................................................................28

ARTICLE 8 - TERM, DEFAULT; TERMINATION...........................................................................28

      SECTION 8.1            INITIAL TERM........................................................................28
      SECTION 8.2            EVENTS OF DEFAULT...................................................................29
      SECTION 8.3            REMEDIES ON DEFAULT.................................................................30
      SECTION 8.4            EARLY TERMINATION...................................................................30
      SECTION 8.5            FEES ON TERMINATION OR EXPIRATION...................................................30
      SECTION 8.6            FINAL ACCOUNTING....................................................................31
      SECTION 8.7            OBLIGATION TO VACATE; ORDERLY TRANSITION............................................31

ARTICLE 9 - REPRESENTATIONS AND WARRANTIES; COVENANTS............................................................31

      SECTION 9.1            BY THE LIQUIDATOR...................................................................31
      SECTION 9.2            BY THE COMPANY......................................................................32
      SECTION 9.3            COMPANY COVENANT....................................................................33
      SECTION 9.4            MUTUAL COVENANT.....................................................................33
      SECTION 9.5            LIQUIDATOR COVENANT.................................................................33

ARTICLE 10 - DISPOSITION OF PROPERTIES...........................................................................34

      SECTION 10.1           OBLIGATION TO LIQUIDATE.............................................................34
      SECTION 10.2           TAX PROTECTED PROPERTIES............................................................34
      SECTION 10.3           APPROVAL OF SALE PROPOSALS BY THE COMPANY...........................................34
      SECTION 10.4           INITIATION OF SALES BY THE COMPANY..................................................34
      SECTION 10.5           COVENTRY AND GSM PORTFOLIO SALES....................................................35

ARTICLE 11 - ASSIGNMENT AND FINANCING............................................................................35

      SECTION 11.1           ASSIGNMENT BY THE LIQUIDATOR PROHIBITED.............................................35
      SECTION 11.2           COMPANY FINANCINGS..................................................................35
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ARTICLE 12 - MISCELLANEOUS.......................................................................................36

      SECTION 12.1           NO LIENS............................................................................36
      SECTION 12.2           CONFIDENTIALITY.....................................................................36
      SECTION 12.3           COOPERATION.........................................................................36
      SECTION 12.4           NOTICES.............................................................................36
      SECTION 12.5           SUCCESSORS AND ASSIGNS..............................................................38
      SECTION 12.6           REMEDIES............................................................................39
      SECTION 12.7           SEVERABILITY........................................................................39
      SECTION 12.8           ENTIRE CONTRACT.....................................................................39
      SECTION 12.9           HEADINGS; COUNTERPARTS..............................................................39
      SECTION 12.10          APPLICABLE LAW......................................................................39
      SECTION 12.11          CHOICE OF FORUM.....................................................................40
      SECTION 12.12          TIME OF ESSENCE.....................................................................40
      SECTION 12.13          LITIGATION EXPENSES.................................................................40
      SECTION 12.14          USE OF COMPANY'S NAME...............................................................40
      SECTION 12.15          WAIVER OF TRIAL BY JURY.............................................................40
      SECTION 12.16          INTENTIONALLY DELETED...............................................................41
      SECTION 12.17          COUNTERPARTS........................................................................41


                                                                                                               PAGE
                                                                                                               ----
EXHIBIT A-1
         LIQUIDATION PLAN........................................................................................39

EXHIBIT A-2
         PLAN DETAILS..............................................................................................

EXHIBIT A-3
         LIST OF PROPERTIES OWNED BY BPP AS OF DATE OF AGREEMENT.................................................40

EXHIBIT B
         PROPERTY MANAGEMENT STANDARDS...........................................................................42

EXHIBIT C
         KEY PERSONNEL AND JOB DESCRIPTIONS......................................................................49

EXHIBIT D
         LIQUIDATOR FEES.........................................................................................50
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EXHIBIT E
         NON-REIMBURSABLE EXPENSES...............................................................................53
         RETAINED COMPANY EMPLOYEES..............................................................................54

EXHIBIT F
         PREFERRED DOCUMENTS.......................................................................................

SCHEDULE 10.2....................................................................................................57
         LIST OF TAX PROTECTED PROPERTIES........................................................................57
</TABLE>
<PAGE>

         THIS AGREEMENT FOR LIQUIDATION AND PROPERTY MANAGEMENT SERVICES (this
"AGREEMENT") is dated as of September 10, 2000, between BURNHAM PACIFIC
PROPERTIES, INC., a Maryland corporation (the "COMPANY"), and DDR Real Estate
Services Inc., a California corporation (the "LIQUIDATOR").

                                    RECITALS

         A. The Company is a real estate operating company which is organized
and operated to qualify as a real estate investment trust ("REIT") under the
Internal Revenue Code of 1986, as amended (the "CODE"), and owns and operates,
directly or through its operating limited partnership, Burnham Pacific Operating
Partnership, a Delaware limited partnership ("BPOP") and their respective
affiliates, including joint ventures in which BPOP owns interests, a portfolio
of primarily neighborhood retail shopping centers located in major metropolitan
areas.

         B. The Company has adopted a plan of liquidation, a copy of which is
attached hereto as EXHIBIT A-1, (the "Plan") and the details for implementing
the Plan attached hereto as EXHIBIT A-2 (the "Details" and collectively with the
Plan, the "PLAN OF LIQUIDATION"), subject to shareholder approval, and wishes to
engage the Liquidator, subject to shareholder approval except as otherwise set
forth in Section 2.1(d) herein, to manage and oversee the liquidation process.

         C. The Liquidator has agreed to assist the Company in the liquidation
of its properties and to provide a variety of real estate services and
administrative services relating to such assets and the orderly liquidation of
the Company, all as more specifically set forth in this Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of their mutual covenants and
agreements set forth herein, the parties agree as follows:

                             ARTICLE 1 - DEFINITIONS

         The following terms as used in this Agreement will have the meanings
attributed to them as set forth below, inclusive of their singular and plural
forms, unless the context clearly requires another meaning. The terms set forth
below do not constitute all defined terms set forth in this Agreement. Such
other defined terms shall have the meanings ascribed to them elsewhere in this
Agreement.

         "ACTUAL KNOWLEDGE" shall mean, with respect to an individual,
information actually known to such individual and any information that such
individual should have known but for such individual's willful disregard of such
information, provided that such standard shall not impose an affirmative duty to
undertake investigation.

         "AFFILIATED PERSON" shall mean, when used with reference to a specified
Person, (i) any Person who directly or indirectly through one or more
intermediaries controls, is controlled by,

<PAGE>

or is under common control with the specified Person, (ii) any Person who is a
member of the Immediate Family of such Person, or (iii) any Person in which such
Person or one or more members of the Immediate Family of such Person has not
less than a thirty three and one-third percent (33-1/3%) Beneficial Interest. A
Person shall be deemed to control a Person if it and/or any member of the
Immediate Family of such Person owns at least thirty three and one-third percent
(33-1/3%) of the Beneficial Interest in such Person or otherwise has the power
to direct the management, operations or business of such Person.

         "APPROVED BUDGET" shall mean, with respect to each Property, the latest
budget approved pursuant to Section 4.4(c) of this Agreement and incorporated
within the then current approved Asset Business Plan for such Property.

         "ASSET BUSINESS PLAN" shall have the meaning given such term in Section
4.4 (b).

         "BENEFICIAL INTEREST" shall have the meaning set forth in rule 13d-3
promulgated by the SEC under the Securities Exchange Act of 1934.

         "BUSINESS DAY" shall mean any day excluding a Saturday, Sunday and any
other day which in the State of California, the State of Maryland or the City of
New York shall be a legal holiday or a day on which banking institutions are
authorized by law or executive action to close.

         "ENTITY" shall mean any general partnership, limited partnership,
corporation, limited liability company, limited liability partnership joint
venture, trust, business trust, cooperative or association or other business
entity.

         "EVENT OF DEFAULT" shall have the meaning given such term in Section
8.3.

         "FEES" shall mean the fees payable to the Liquidator under the terms of
this Agreement

         "GOVERNMENTAL REQUIREMENTS" shall mean collectively any federal, state
or municipal law, ordinance, regulation, order, permit or approval applicable to
the ownership, development, servicing, use, operation or marketing of any
Property.

         "IMMEDIATE FAMILY" shall mean, with respect to any Person who is an
individual, such individual's spouse, parents, children (natural or adopted),
grandchildren, parents-in-law, and with respect to any Person which is an
Entity, a Parent or Subsidiary of such Person.

         "KEY PERSONNEL" shall mean the individuals set forth in EXHIBIT C
hereto and any additions or successors thereto which have been approved by the
Company, such approval not to be unreasonably withheld or delayed.

         "LEASING AGENT" shall mean the Liquidator, acting as such in accordance
with the terms of this Agreement.

         "LEGAL SUCCESSOR" shall mean the legal representative, heir, successor
or assign of any Person who is legally determined to be mentally incompetent or
has died, or, in the case of an entity, no longer has legal existence.


                                       6
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         "LIQUIDATOR AFFILIATE" shall mean the Key Personnel (only during any
period in which any such person is employed by or has a substantial economic
interest in the Liquidator or an Affiliated Person of The Liquidator), and any
Affiliated Person of the Liquidator or any of such Key Personnel (only during
any period in which such person is employed by or has a substantial economic
interest in the Liquidator or an Affiliated Person of the Liquidator). In any
event, a Person shall be deemed (only during any period in which such Person is
employed by or has a substantial economic interest in the Liquidator or an
Affiliated Person of the Liquidator) a Liquidator Affiliate if any Key Personnel
(only during any period in which such Person is employed by or has a substantial
economic interest in the Liquidator or an Affiliated Person of the Liquidator)
or any Immediate Family of any such individuals during any such period,
individually or collectively, directly or indirectly, own a thirty three and
one-third percent (33-1/3%) interest or greater interest in such Person.

         "MORTGAGE LOAN" shall mean any loan secured in whole or in part by a
Property.

         "PERSON" shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
trustee of a trust, other form of entity, unincorporated organization or
government or governmental authority, agency or political subdivision thereof.

         "PREFERRED DOCUMENTS" shall mean (i) Burnham Pacific Properties, Inc.
Articles Supplementary designating 4,800,000 shares of Preferred Stock as
4,800,000 shares of Series 2000-C Convertible Preferred Stock and (ii) Exchange
Agreement (including only Exhibits B and H attached thereto) dated as of August
31, 2000 among Burnham Pacific Properties, Inc.; Burnham Pacific Operating
Partnership, L.P.; Westbrook Burnham Holdings, L.L.C.; Westbrook Burnham
Co-Holdings, L.L.C. and Blackacre SMC Master Holdings, LLC, copies of which are
attached hereto as EXHIBIT F.

         "PROPERTIES" shall mean, at any time, collectively, the real properties
(including any direct or indirect interest therein) listed on EXHIBIT A-3
attached hereto and incorporated herein by this reference, then owned by the
Company, including all buildings and other improvements, fixtures, furniture and
other personal property owned by the Company and used in connection with the
operation and use of such real property. The term PROPERTY refers to any one of
the Properties.

         "PROPERTY MANAGEMENT SERVICES" shall have the meaning given such term
in Section 2.1.

         "SUBSIDIARY" shall mean, with respect to any Person, any Entity (i) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
thirty three and one-third percent (33-1/3%) or more of the Beneficial Interest
or (ii) which such Person otherwise has the right or power to control (whether
by contract, through the ownership of securities or otherwise).

         "THIRD PARTY" shall mean any Person who is neither the Company nor the
Liquidator nor an Affiliated Person of either the Company or the Liquidator.


                                       7
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                             ARTICLE 2 - MANAGEMENT

         SECTION 2.1       RETENTION.

                  (a)      Subject to the approval of the shareholders of the
Company as contemplated in Section 2.1(c) below and subject to the approval of
the Company pursuant to the terms of this Agreement, including without
limitation Sections 2.3(b) and 10.3, the Company hereby retains the Liquidator
to perform the services more fully set forth herein. The Liquidator hereby
accepts such engagement and agrees to use all commercially reasonable efforts,
in accordance with industry standards for comparable properties, to perform the
duties and undertake the responsibilities herein set forth. Subject to the terms
set forth herein, the Liquidator shall perform or provide certain services as
the Liquidator with respect to all of the Properties, including, without
limitation, developing and implementing a plan for the liquidation and
disposition of all of the Properties consistent with the Plan of Liquidation. In
addition, during the liquidation process the Liquidator shall provide the
property management services set forth on EXHIBIT B (the "PROPERTY MANAGEMENT
SERVICES") with respect to all of the Properties and leasing services for all
Properties in accordance with the terms of this Agreement. The Liquidator shall
perform the services and tasks and exercise the authority defined in this
Agreement directly as the property manager and Leasing Agent for each Property
and any other services provided in this Agreement and shall use all commercially
reasonable efforts to manage each such Property so as to maximize the market
value of the Properties, and consistent therewith, the net operating income from
the Properties, in accordance with the terms and conditions of this Agreement.

                  (b)      The parties acknowledge that it is the Company's
intention to terminate all of its current employees EXCEPT for the employees
identified and holding the positions set forth on SCHEDULE 2.1(b) attached
hereto. It is the intention of the parties that the Liquidator shall perform or
cause to be performed all acts necessary to manage and liquidate the Properties,
all in accordance with the terms hereof. The Liquidator acknowledges that in
reliance upon the Liquidator's undertakings hereunder, the Company shall retain
only the limited number of employees set forth on SCHEDULE 2.1(b) attached
hereto, and the only functions that employees of the Company shall perform shall
be the oversight of the performance of the Liquidator hereunder and compliance
of the Company as public company in accordance with all applicable securities,
tax and other laws and as a REIT for tax purposes. Notwithstanding the
foregoing, the Liquidator is not responsible for the determination, made by the
Company in its sole discretion, that such limited number of employees is
sufficient to manage such aspects of the affairs of the Company, including the
performance by the Company of its obligations under this Agreement, apart from
the management, leasing and disposition of the Properties which the Liquidator
shall perform as set forth in this Agreement. The Liquidator further
acknowledges that the Liquidator's agreement set forth herein to perform or
cause to be performed all acts necessary to manage, lease and liquidate the
Properties and thereby enable the Company to terminate all employees other than
those listed on SCHEDULE 2.1(b) is a material inducement to the Company to enter
into this Agreement with the Liquidator.

                  (c)      It shall be a condition precedent to the
effectiveness of this Agreement, except as expressly set forth in Section 2.1(d)
hereof including, without limitation, the retention of the Liquidator hereunder,
that the Company shall have obtained approval of the terms of the Plan from the
shareholders of the Company at the Company's upcoming annual shareholder
meeting, currently scheduled for October 18, 2000. In the event such approval
has not been obtained prior to January 5, 2001, either party shall have the
right to terminate this Agreement by


                                       8

<PAGE>

notice to the other delivered prior to January 12, 2001, whereupon all
obligations hereunder shall cease, except those which by their terms expressly
survive termination.

                  (d)      In consideration of the fees payable by the Company
to the Liquidator pursuant to Section 7.1 for the period prior to the annual
shareholder meeting contemplated in Section 2.1(c), the Liquidator shall
immediately commence, subject however to the provisions of Section 10.5 hereof,
(i) asset management of the Properties and (ii) preparation for the transfer of
property management and leasing services. During the period commencing on the
date of this Agreement and through the date before the annual shareholders
meeting, the Liquidator and the Company shall in work together in good faith to
(i) review and analyze existing material agreements affecting the Properties and
prepare plans for the termination of those agreements that the Company and the
Liquidator determine in their reasonable discretion should be terminated; (ii)
prepare and approve templates for the forms of reports and plans contemplated
hereunder; (iii) establish a process for the approval of leases and the
disposition of Properties in accordance with the provisions of this Agreement,
including, without limitation, Section 2.3(b), and (iv) take such other steps as
are reasonably necessary to ensure a smooth and successful transition of asset
and property management and leasing services to the Liquidator upon the receipt
of the shareholder approval contemplated by Section 2.1(c). Upon the receipt of
such shareholder approval, property management and leasing functions shall be
transferred over to the Liquidator pursuant to a schedule reasonably approved by
the Company and the Liquidator pursuant to this Section 2.1(d) such that an
orderly transition of such functions shall promptly occur, and in any event,
such that all property management and leasing functions shall be fully staffed
and operated by the Liquidator prior to January 5, 2001.

         SECTION 2.2       SERVICES. Without limiting the generality of Section
2.1 but subject in all instances to the availability of funds from the Company
or from the Properties as set forth in Section 6.3(b), the Liquidator shall
render or cause to be rendered services with respect to each Property hereunder
only in accordance with the express provisions of this Agreement which shall
include, without limitation, the following:

                  (a)      Implement a program of fiscal control, and
administer, coordinate and oversee the activities of all contractors,
subcontractors and other providers of goods and services in carrying out the
management, leasing and disposition of the Properties;

                  (b)      Provide administrative bookkeeping and income and
expense reporting services necessary for the proper management of and reporting
with respect to each Property and the Properties as a whole, and maintain all
books and records required to be maintained under this Agreement in accordance
with generally accepted accounting principles, including, without limitation,
preparation of all such financial and accounting reports and/or records as the
Company may currently prepare and maintain or otherwise reasonably require from
time to time during the liquidation process, provided, however, that the
Liquidator shall have no obligation to prepare or otherwise provide (i) any
information and materials that the Company needs (other than such Property
specific materials as set forth in this Agreement) to make any filing required
of the Company under Governmental Requirements, including, without limitation,
filings with the Securities and Exchange Commission and the Internal Revenue
Service, and (ii) financial, tax or regulatory accounting required in connection
with all of the liquidating distributions to the


                                       9

<PAGE>

shareholders of the Company including, without limitation, as required by any
other Governmental Requirement (including, without limitation the Code, the
Rules of the New York Stock Exchange, and/or the Securities and Exchange
Commission), and all such filings described in (i) and (ii) shall be prepared
and made by the Company and the Company shall be responsible, at its cost and
expense, for hiring any necessary accounting and/or law firm in connection
therewith;

                  (c)      Solicit tenants for each Property in accordance with
the applicable Asset Business Plan. In connection with any such efforts, the
Liquidator shall, without limitation, prepare and oversee all leasing and
marketing efforts and all dealings with all tenants and prospective tenants
regarding leasing;

                  (d)      Provide the Property Management Services, including,
without limitation, supervising the bidding, conduct, and negotiations of
contracts for the management, redevelopment, expansion, repair and maintenance
of each Property, and administer the contracts entered into in regard to the
above, including coordinating activities among the architects, engineers,
designers, brokers, consultants, attorneys and other professionals providing
services in connection with management, leasing or redevelopment of any
Property;

                  (e)      Review and analyze the Properties, including, without
limitation, existing leases, inspection of the Properties and generally review
the operating histories of the Properties, as well as market information with
respect to the markets in which the Properties are located, and develop a plan,
subject to the Company's review and approval, for the marketing and disposition
of the Properties;

                  (f)      Engage, or coordinate with existing, sales brokers
hired by the Company or with the Company's approval, review and update existing
offering memoranda or cause the preparation of a new comprehensive offering
memorandum or prospectus, in each case within thirty (30) days following the
date of the Company obtaining the shareholder approval set forth in Section
2.1(c), which memorandum or prospectus shall detail the attributes of the
Properties and the surrounding market areas and shall be subject to the
Company's review and approval;

                  (g)      Prepare a comprehensive marketing plan for the
Properties, within thirty (30) days following the date of the Company obtaining
the shareholder approval set forth in Section 2.1(c), for the Company's review
and approval, and pursue the marketing and disposition of the Properties in
accordance with the marketing plan approved by the Company;

                  (h)      Assist the Company and any designated brokers in
connection with any proposed sale or financing of any and all of the Properties,
whether by providing any required financial information or other documentation,
dealing with brokers, consultants, advisors and potential sources of financing
or purchasers, arranging for inspections or otherwise; provided, however, it is
understood and agreed that the Liquidator shall not be required to make any
warranties or representations or to incur any other obligations in connection
with such sales or financings.


                                       10
<PAGE>

                  (i)      Negotiate and consummate, subject in all respects to
the Company's approval, the sale of any and all of the Properties pursuant to
offers received and approved by the Company;

                  (j)      As and when authorized and directed by the Company,
perform any other customary and reasonable services of a property manager,
leasing agent, liquidator or investment sales advisor with respect to the
Properties, without compensation for such services other than as set forth
herein, provided such additional services do not materially increase the cost of
Liquidator performing its obligations hereunder, or expose the Liquidator to a
risk of civil or criminal liability.

         SECTION 2.3       AUTHORITY OF THE LIQUIDATOR.

                  (a)      GENERAL AUTHORITY. Subject to the terms of and
specific limitations set forth in this Agreement, the Liquidator is hereby given
and shall have all authority necessary to carry out its responsibilities under
this Agreement. In no event shall the Liquidator engage in any activity or take
any action that is inconsistent with the Plan of Liquidation or the Preferred
Documents without the prior written consent of the Company. The Company shall
execute and provide the Liquidator with such written confirmation of the
Liquidator's authority as the Liquidator may from time to time reasonably
request. The Company shall, at the Liquidator's reasonable request, execute and
deliver to the Liquidator any court pleadings, requests for trustee's sale or
other documents prepared by the Liquidator, its agents or attorneys engaged by
it on the Company's behalf, necessary to any legal action enforcing any remedies
or rights of the Company relating to a Property, provided that the action
contemplated in such document is consistent with the authority delegated to the
Liquidator. The Company shall provide to the Liquidator; subject to the review
and reasonable approval by the Liquidator, copies of all documents to which the
Company is a party with which the Liquidator would have to comply in the
performance of its services under this Agreement.

                  (b)      SPECIFIC AUTHORIZATION REQUIRED. The following
actions of the Liquidator shall require the specific prior written approval of
the Company in each instance, whether or not consistent with or authorized by
the applicable Asset Business Plan or Portfolio Business Plan, except that such
action may be taken without prior approval if the action is required to comply
with a court order or administrative or regulatory directive:

                           (i)      the direct or indirect acquisition of any
real property or interest therein;

                           (ii)     the acceptance of any offer for the purchase
of any Property, the entering into any agreement (including an option) for the
sale or other disposition of any Property, and the closing, sale or transfer of
any Property or any portion thereof, including, without limitation, (A)
transfers of all or any part of the Company's direct or indirect interest in a
Property and prepayments, discounted payoffs and deeds-in-lieu of foreclosure of
Mortgage Loans and (B) as to all sales and transfers, the determination of
price, terms, timing and whether such Property is to be sold alone or as part of
a package or pool of Properties, provided, however, that the Liquidator may,
without specific authorization therefor from the Company, sell


                                       11
<PAGE>

or otherwise dispose of any furniture, fixtures, equipment or other personal
property that is obsolete, worn out or no longer needed in connection with the
use and operation of a Property and which does not have a fair market value of
more than $5000;

                           (iii) the financing of any Property or interest
therein or portion thereof, including, without limitation, the creation of any
mortgage loan or security interest in any Property;

                           (iv)  the hiring of (A) any broker or finder in
connection with the sale of any Property, (B) any Third Party leasing agent for
the leasing of a Property or (C) any contractor, appraiser, consultant, auditor,
accountant, engineer, or other vendor (other than a utility company), where, in
each case, the total amount payable under the respective service contract (or
series of related contracts applicable to a specific Property) is equal to, or
greater than $25,000 (based on the aggregate of periodic payments due under the
contract prior to the Company's discretionary right of termination) or an
aggregate amount of all such service contracts applicable to a specific Property
greater than $250,000 to perform services necessary or appropriate for the
management and liquidation of the Properties, in each case except as expressly
provided to the contrary in this Agreement or specifically authorized in an
Approved Budget, provided however, that notwithstanding anything to the contrary
contained herein, the Company shall not unreasonably withhold or delay its
consent in connection with a request made pursuant to this subparagraph (iv) and
such consent shall not be required for any matter specifically authorized in an
Approved Budget;

                           (v)      the hiring of or payment to any Liquidator
Affiliate, except as expressly provided to the contrary in this Agreement;

                           (vi)     the lease or sublease as landlord or
sublandlord, as the case may be, of any premises in any Property, provided,
however, that the Liquidator shall have the right, on behalf of the Company, to
enter into leases or subleases of 10,000 square feet or less without the consent
of the Company provided that the lease or sublease is consistent with the
applicable Asset Business Plan, Approved Budget (including, without limitation,
capital expenditure, tenant improvement, abatement and other concession and
rental rate parameters) and is on the form of lease approved by the Company
(except for variations appropriate for the market and the specific transaction
which are not in contravention of the leasing guidelines, the applicable Asset
Business Plan or Approved Budget, and which do not cause material changes in the
financial terms of the lease);

                           (vii) the execution (except pursuant to the preceding
paragraph), termination or material amendment or material modification of any
lease or sublease, as the case may be;

                           (viii) the establishment of reserves, except to the
extent consistent with the reserves required under the Plan of Liquidation, the
Preferred Documents or the applicable Approved Budget or Asset Business Plan.

                           (ix)     any action inconsistent with the terms of
the Plan of Liquidation or the Preferred Documents, except that the Liquidator
shall follow any direction given by the


                                       12
<PAGE>

Company in accordance with this Agreement, and may rely on any approval of the
Company when given in accordance with this Agreement, in each case without
regard to whether the action so directed or approved is inconsistent with the
terms of the Plan of Liquidation or the Preferred Documents unless one or more
of the Key Personnel has actual knowledge that said action is inconsistent with
the terms of the Plan of Liquidation or the Preferred Documents; and

                           (x)      the hiring of any counsel for or on behalf
of the Company.

         The Liquidator shall submit to the Company a written request for any
such approval in form reasonably acceptable to the Company together with
appropriate back-up information and copies of documents submitted for approval
or execution. The Company shall exercise commercially reasonable efforts to
respond to any such request for approval within ten (10) Business Days following
receipt of the Liquidator's request for approval and accompanying materials. If
the Company indicates in its response that more information is required and/or
that additional time will be needed for the Company to evaluate such request,
the Liquidator shall use commercially reasonably efforts to provide the
additional information needed and the Company shall exercise commercially
reasonable efforts to respond to such request within the extended time specified
by the Company from time to time. The Company's failure to respond within such
period, however, shall not constitute approval or disapproval of the submitted
matter. Notwithstanding the foregoing, in the event that the Liquidator submits
a request for approval by the Company of a lease or sublease which satisfies the
requirements of Section 2.3(b)(vi) such that consent of the Company is not
required for the execution of such lease or sublease and the Company fails to
respond with such ten (10) Business Day period, such failure to respond shall in
no way limit the ability of the Liquidator to enter into such lease or sublease
pursuant to Section 2.3(b)(vi). With respect to any approval under (v) above,
the Liquidator shall expressly set forth in such request for approval that the
Liquidator seeks approval for a transaction with a Liquidator Affiliate.

                  (c)      TRANSACTIONS WITH AFFILIATES. Notwithstanding the
provisions of Sections 2.3(b)(iv) and (v), the Liquidator may, at its sole cost
and expense, enter into contracts with Coventry Real Estate Partners, Ltd.
and/or Developers Diversified Realty Corporation or their majority owned
subsidiaries, whether direct or indirect, to perform the services required of
the Liquidator under this Agreement without the consent of the Company. Nothing
in this Section 2.3(c) shall be deemed to modify the requirement, in accordance
with the terms and conditions of this Agreement, that the Key Personnel perform
the tasks designated and that the replacement of such Key Personnel shall be
subject to the prior approval of the Company, such approval not to be
unreasonably withheld or delayed. In addition, the Company agrees and
acknowledges that certain property management and/or asset management services
contemplated by this Agreement may be transferred to an Affiliated Person of the
Liquidator. If requested by the Liquidator prior to December 31, 2000, the
Company agrees to act in good faith to enter into a separate property, leasing
and/or asset management agreement with such Affiliated Person of the Liquidator
and either to amend or to amend and restate in its entirety this Agreement to
release the Liquidator from liability with respect to such services and adjust
the fees accordingly.

                  SECTION 2.4 EMPLOYEES. All persons utilized by the Liquidator
in connection with the services to be rendered hereunder shall be independent
contractors or the Liquidator's


                                       13
<PAGE>

employees and shall not in any case be the employees or agents of the Company.
Except as otherwise provided on EXHIBIT E (e.g., on-site personnel), or
hereunder or in any applicable Asset Business Plan, Portfolio Business Plan or
Approved Budget, the Liquidator shall be solely responsible for the salaries of
the Liquidator's employees and for any employee benefits, including, without
limitation, wages, worker's compensation benefits, employment and social
security taxes and fringe benefits, to which the Liquidator's employees or
agents may claim to be entitled and all such salaries and benefits shall be
Non-Reimbursable Expenses. The Liquidator shall use commercially reasonable and
prudent business practices to comply with all applicable laws and regulations
having to do with worker's compensation, social security, unemployment
insurance, hours of labor, wages, working conditions, and other
employer-employee related subjects with respect to the Liquidator's employees.
The Liquidator represents that it is and will continue to be an equal
opportunity employer.

                  SECTION 2.5 ADEQUATE PERSONNEL. The Liquidator shall at all
times during the pendency of this Agreement provide such experienced personnel
as are reasonably required to carry out the obligations of the Liquidator under
this Agreement, including, without limitation, (a) the services of the Key
Personnel and (b) the active participation of additional management and
financial personnel necessary and qualified to perform the Liquidator's
obligations under this Agreement. The Liquidator agrees that the Key Personnel
set forth in EXHIBIT C attached hereto initially shall perform those functions
required of the Liquidator as set forth in EXHIBIT C. All Key Personnel and
other personnel of the Liquidator performing services for the Company under the
terms of this Agreement shall devote an amount of their working time as is
reasonably required to enable the Liquidator to fulfill its obligations
hereunder. The Liquidator will select, retain and employ sufficient home office
personnel to perform the activities and services required under this Agreement,
the cost of which shall be paid by the Liquidator and shall be a
Non-Reimbursable Expense. The of hiring of any successors of any Key Personnel
and the functions required of them shall be subject to the prior approval of the
Company, which approval shall not be unreasonably withheld or delayed.

         SECTION 2.6       COMPLIANCE WITH LAWS. During the term of this
Agreement, the Liquidator shall use good faith commercially reasonable efforts
to cause each Property to be in compliance in all material respects with all
Governmental Requirements applicable thereto and to obtain all subdivision,
zoning and all other governmental and municipal licenses, permits, consents,
approvals, waivers, exemptions, financing agreements and orders required in
connection with implementation of any development or improvement program
undertaken at any Property and shall provide liaison and other contacts with,
and arrange for the preparation and submission of all plans, contracts and other
materials as may be required by the authorities granting the foregoing and shall
promptly notify the Company of any uncorrected material violation of any such
Governmental Requirement of which the Liquidator has actual knowledge.

         SECTION 2.7       INTENTIONALLY OMITTED.

         SECTION 2.8       COLLECTION OF REVENUE. The Liquidator shall use
commercially reasonable efforts to collect all rents and other charges which may
become due at any time from any tenant or from others in connection with the use
of all of the Properties and any other monies due in connection with the
Properties. All monies collected are to be deposited in the applicable property
accounts in accordance with the terms of this Agreement. The Liquidator will
collect


                                       14
<PAGE>

and separately identify any income from miscellaneous services provided to
tenants or the public.

         SECTION 2.9       INSPECTIONS. With respect to all Properties, the
Liquidator shall inspect or cause to be inspected each Property in such
intervals as Liquidator deems in good faith necessary to perform its obligations
hereunder and promptly thereafter provide the Company with an inspection report.

         SECTION 2.10 DOCUMENTATION. All of the Liquidator's asset management,
property management, leasing and disposition activities shall be effected using
documents (together with standard variations thereon) approved by the Company
from time to time.

         SECTION 2.11 OVERALL STANDARD OF CARE; LIQUIDATOR AS INDEPENDENT
CONTRACTOR. In performing its services under this Agreement the Liquidator at
all times shall (i) use diligent care with respect to the proper accounting for
all funds received by the Liquidator, including, without limitation, the
maintenance of adequate books and records with respect to each Property, (ii)
perform the services required hereunder with respect to each Property in a
professional manner in accordance with the professional standards for similar
type properties in the market in which each Property is located, (iii) deal at
"arms-length" with all Third Parties and (iv) except as expressly authorized
under the provisions of this Agreement or otherwise expressly authorized in
writing by the Company, not make any payment to or enter into any arrangement
with respect to a Property with any Liquidator Affiliate. All funds of the
Company received by the Liquidator shall be deemed held in trust by the
Liquidator to be paid to or applied for the benefit of the Company in accordance
with this Agreement. Without limiting the generality of the foregoing, the
Liquidator shall comply in all material respects with all applicable
Governmental Requirements in the discharge of its duties under this Agreement
and shall discharge such duties with the care, skill, prudence and diligence
under the circumstances then prevailing that an enterprise of a like character
and with like aims would employ. In the discharge of its duties under this
Agreement, including, without limitation, the performance of any services
hereunder and the taking of any act whatsoever as Liquidator hereunder, the
Liquidator shall uphold a standard of good faith and commercial reasonableness
in performing its obligations and duties hereunder.

         SECTION 2.12  LEASING.

                  (a)      The Liquidator shall serve as leasing agent for each
Property pursuant to the terms and conditions of this Agreement. The Liquidator
shall coordinate with any Third Party leasing agent engaged by the Liquidator on
behalf of the Company in accordance with the provisions of this Agreement and
with any other listing or cooperating brokers. For each Property, within a
reasonable time following notice of any impending vacancy, the Liquidator will
prepare an adequate rental listing and will negotiate and use commercially
reasonable efforts to complete negotiation of new leases and lease renewals and
extensions. Notwithstanding anything to the contrary contained herein, the
Liquidator hereby acknowledges and agrees that the only leasing commission, fee
or other form of compensation to which it shall be entitled for its leasing
services hereunder shall be the leasing fees set forth on SCHEDULE 2.12 attached
hereto, which leasing fees shall be paid strictly in accordance with the
provisions of SCHEDULE 2.12. In connection with the payment of any fees due to
the Liquidator, the Liquidator shall be


                                       15
<PAGE>

responsible at its own expense for any fee or commission due to any other
listing or cooperating brokers and shall use diligent efforts to cause any such
listing or cooperating broker to release the Company from any claims for
payment. Notwithstanding the foregoing, no leasing commissions, fees or other
forms of compensation for leasing services shall be payable to the Liquidator in
connection with any leasing at a Property so long as such Property is subject to
the terms of the Prudential Contract (and the Liquidator shall not be
responsible for paying any Third Party leasing commissions or fees with respect
to such Property); provided, however, that if the Prudential Contract is
terminated with respect to such Property as a result of (x) a failure to obtain
a required Third Party consent or waiver to the sale of such Property pursuant
to the Prudential Contract (e.g. the consent of a lender), (y) the default of
the seller thereunder or (z) a court order enjoining or prohibiting such sale,
then promptly following such termination the Company shall pay all leasing fees
to the Liquidator as set forth on SCHEDULE 2.12 which would have been payable
but for the foregoing provisions of this sentence and thereafter the
restrictions set forth in this sentence shall not apply to such Property.

                  (b) The Liquidator agrees to furnish leasing and marketing
services with respect to the leasing of space in the Properties, including
without limitation the negotiation of all tenant leases. All such tenant leases
shall be prepared in all material respects in accordance with the leasing
guidelines set forth in the applicable Portfolio Business Plan or Asset Business
Plan as the same may be modified from time to time, and unless otherwise
approved in writing by the Company (except for variations appropriate for the
market and the specific transaction which are not in contravention of the
leasing guidelines, the applicable Asset Business Plan or Approved Budget, nor
causing material changes in the financial terms of the lease) which, shall be on
a standard printed form approved by the Company, shall be in the name of the
Company, and shall be executed by the Company. Upon the execution by all parties
of any tenant lease, the Liquidator shall promptly provide to the Company a copy
of the executed tenant lease.

         SECTION 2.13 TENANT SERVICES. The Liquidator, on behalf of the Company,
shall provide tenant services for each of the Properties in a manner consistent
with services provided by property managers of comparable properties located in
the market area in which such Property is located and consistent with the
Company's qualification as a REIT.

         SECTION 2.14 SUBMISSIONS TO AND ACTIONS BY THE COMPANY. All requests
for approvals, reports and other submissions to the Company required by the term
of this Agreement, including without limitation, approvals required under the
terms of this Article 2 and reports required by the terms of Article 4, shall be
submitted to the Board of Directors of the Company, and all approvals and
directions contemplated by the terms of this Agreement shall be made by the
Board of Directors of the Company, unless the Board of Directors grant any
specific approval, oversight or direction right to a specific officer or other
employee of the Company in writing.

                              ARTICLE 3 - INSURANCE

         SECTION 3.1       THE COMPANY'S INSURANCE. The Company shall obtain and
maintain all insurance with respect to each Property. Such insurance shall be of
types and coverage amounts reasonably and customarily obtained by institutional
owners in the market in which the Property


                                       16
<PAGE>

is located and shall at no time result in coverage below the standards set forth
on SCHEDULE 3.1 attached hereto. The Liquidator shall have the right, in its
discretion, but not the obligation, unless specifically requested by the
Company, to review the insurance program for the Properties from time to time
and to recommend changes to the insurance program to reduce the cost of the
insurance, to expand the types of coverages, to increase or reduce the coverage
limits, to change the carrier and/or to make other changes. The Company agrees
to review such recommendations promptly and, if the Company determines, using
good faith reasonable judgment, that such proposed changes are consistent with
prudent business practices of management of the Properties, to direct the
Liquidator to implement the changes recommended. The Liquidator, and each Person
to whom the Liquidator may transfer, delegate or assign any portion of its
responsibilities pursuant to Section 2.3(c) of this Agreement and whom the
Liquidator shall request that the Company designate as an additional insured on
any or all of such policies, shall be named as an additional insured party as
requested by the Liquidator.

         SECTION 3.2       INSURANCE CLAIMS. The Company or the Company's
insurer shall have the right, at its option (chargeable as an operating expense
of the applicable Property), to conduct the defense of any claim, demand or suit
arising out of the ownership, operation, development or management of the
Properties. The foregoing is not intended to affect the general requirements of
this Agreement with respect to the maintenance or management of the Properties
or with respect to any indemnities by either party hereunder. The Liquidator
shall furnish whatever information is reasonably requested by the Company
regarding any Property for the purpose of placement of insurance coverages to be
obtained by the Company and shall aid and cooperate in every reasonable way with
respect to such insurance and investigation of any claim or loss thereunder. The
Liquidator shall notify the Company and the Company's insurance carrier promptly
upon receiving notice of any casualty, loss, injury, claim or threatened (in
writing) claim, condition or other event which the Liquidator believes may
result in a claim under any insurance policy maintained by the Company.

         SECTION 3.3       THE LIQUIDATOR'S INSURANCE. The Liquidator shall
maintain at its own expense (as a Non-Reimbursable Expense), the following
minimum insurance coverages and limits:

                  (i)      Worker's compensation and non-occupational disability
insurance as required by law for employees of the Liquidator;

                  (ii)     Employer's Liability in jurisdictions where
employer's liability insurance is required by law -- $100,000 each accident;
$100,000 disease -- each employee; $500,000 disease -- policy limit;

                  (iii)    Commercial General Liability Insurance: bodily injury
and property damage with limits of at least $1,000,000 each occurrence and
$2,000,000 in the aggregate; and Excess Liability Coverage of at least
$5,000,000;

                  (iv)     Automobile Liability -- As to any vehicle owned,
non-owned or hired by the Liquidator, $1,000,000 covering losses due to the
insured's liability for bodily injury to others or to the property or others; as
to Medical Expenses -- $5,000 per person per accident; and


                                       17
<PAGE>

                  (v)      Comprehensive crime insurance (including Employee
Dishonesty) with limits and terms reasonably acceptable to the Company or a
fidelity bond reasonably acceptable to the Company.

                  (vi)     Errors and Omissions insurance coverage in an amount
not less than $1,000,000.

The premium for all insurance required to be maintained by the Liquidator under
this Section 3.3 shall be at the Liquidator's own expense and shall be a
Non-Reimbursable Expense. The minimum A.M. Best's rating of each insurer shall
be A-/VII. The Liquidator shall furnish the Company with certificates evidencing
the aforesaid coverages, which shall include provisions to the effect that the
Company shall be given at least 30 days' prior written notice of cancellation of
or any material change in any of the aforesaid policies. The Company and its
directors shall be named as an additional insured with respect to all of the
Liquidator's automobile liability and excess liability policies. All policies
required under this Section 3.3 shall provide that the Company be given not less
than 30 days advance notice of any proposed cancellation or material change. The
liability policies required under Section 3.3 shall be written to apply to all
bodily injury, property damage, personal injury and other covered loss, however
occasioned, which occurred or arose (or the onset of which occurred or arose) in
whole or in part during the policy period. Such liability policies shall also
contain endorsements which include employees as additional insured and contain
cross-liability, waiver of subrogation and such other provisions as the Company
may reasonably require. Such insurance shall also include broad form contractual
liability insurance coverage insuring all of the Liquidator's indemnity
obligations to the Company pursuant to this Agreement. The Liquidator shall be
permitted to maintain all insurance required hereunder under the Liquidator's or
its affiliates' blanket insurance policy.

         SECTION 3.4       Indemnification.

                  (a)      The Liquidator hereby agrees to indemnify, defend and
hold harmless the Company and its affiliates and their officers, employees and
directors for, from and against any cost, loss, damage or expense (including,
but not limited to, attorneys' fees and all court costs and other expenses of
litigation, whether or not recoverable under local law) resulting from a breach
by the Liquidator and its affiliates of this Agreement or the fraud, gross
negligence or willful misconduct of the Liquidator and its affiliates and their
officers, directors, and employees in connection with this Agreement.

                  (b)      The Company hereby agrees to indemnify, defend and
hold harmless the Liquidator and its affiliates and their officers, directors,
and employees (collectively, the "Liquidator Indemnitees") for, from and against
any cost, loss, damage or expense (including, but not limited to, attorneys'
fees and all court costs and other expenses of litigation (whether brought
directly or derivatively by a shareholder of the Company), whether or not
recoverable under local law) resulting from (i) the fraud, gross negligence or
willful misconduct of the Company and its officers, directors, and employees in
connection with this Agreement, (ii) the Liquidator's status as the Liquidator,
property manager or leasing agent hereunder, (iii) any act (or failure to act)
undertaken and performed (or refused to be undertaken) in good faith within the
scope of authority conferred by this Agreement, (iv) any breach by the Company
of this Agreement or any failure or refusal to perform any acts except those
expressly required by the


                                       18
<PAGE>

terms of this Agreement, (v) performance or failure to perform any acts in good
faith reliance on the advice of accountants or legal counsel or in good faith
reliance on the advice, instruction or approval from the Company in connection
with the duties of the Liquidator under this Agreement or (vi) actual or alleged
violations by the Company of the Securities Act of 1933 or the Securities
Exchange Act of 1934, as amended, resulting from the acts or transactions
contemplated by this Agreement including, without limitation, any communications
with the public or shareholders by the Company, whether in periodic reports,
press releases or otherwise; PROVIDED, however, in each case, that any such
action or claim shall not have arisen by reason of any matter for which the
Liquidator is responsible for providing indemnification to the Company pursuant
to Section 3.4(a). To the extent the indemnification provided for in clause (vi)
is ruled, without further appeal available, by a judge or court to be
unenforceable and therefore unavailable to Liquidator Indemnitees, then the
Company, in lieu of indemnifying the Liquidator Indemnitees, shall contribute to
or reimburse the Liquidator Indemnitees for, the amounts paid or payable by the
Liquidator Indemnitees as a result of such cost, loss, damage or expense in the
proportion in which the relative fault of the Company bears to the relative
fault of the Liquidator Indemnitees.

                  (c)      Notwithstanding anything to the contrary provided in
this Agreement, neither party shall be liable to the other hereunder for any
consequential or punitive damages.

                  (d)      The Company and the Liquidator understand,
acknowledge and agree that each of them has relied on the indemnity of the other
as an inducement and as a material part of the consideration for entering this
Agreement. The Company and the Liquidator further agree that the indemnities set
forth above shall survive the expiration or termination (whether with or without
cause) of this Agreement.

                  (e)      If any claim shall be asserted, or any action, suit
or other proceeding shall be instituted, by a third party against (i) the
Company or (ii) the Liquidator (each an "Indemnified Party"), with respect to
any occurrence as to which the other party (an "Indemnifying Party") shall have
any Indemnity obligation under this Agreement, such Indemnified Party shall
promptly notify Indemnifying Party of the assertion of such claim, or the
institution of such action, suit or proceeding, and tender the defense and,
subject to the next succeeding paragraph, settlement or compromise of any such
claim, action, suit or proceeding to Indemnifying Party for conduct thereof by
Indemnifying Party (provided that Indemnifying Party shall timely commence and
diligently continue such defense, settlement or compromise) at Indemnifying
Party's sole expense. Indemnifying Party shall have the right to select counsel,
subject to Indemnified Party's prior written approval, which approval shall not
be unreasonably withheld or delayed. Should any such claim, action, suit or
proceeding result in a final and unappealable judgment, Indemnifying Party shall
promptly pay the same. Indemnified Party agrees to cooperate with Indemnifying
Party to the extent Indemnifying Party may reasonably request such cooperation
but at the sole expense of Indemnifying Party. Indemnified Party shall have the
right (but shall not have the obligation), at any time and at its own cost and
expense, to participate in the defense of any such claim, action, suit or
proceeding, to be represented by counsel of its choice and to assert in any such
action, suit or proceeding any counterclaims or cross claims Indemnified Party
may have. In the event Indemnifying Party fails to timely commence the defense,
settlement or compromise thereof, Indemnified Party shall have the right


                                       19
<PAGE>

(but shall not have the obligation) to defend, settle, compromise or take such
other action as Indemnified Party shall deem necessary in connection with any
such claim, action, suit or proceeding and to be indemnified for the entire cost
thereof from Indemnifying Party, including attorneys' and disbursements and
experts' fees and expenses (including those incurred in connection with
appellate proceedings). Notwithstanding the foregoing, if any party making such
claim, or any party to such action, suit or proceeding, shall take any action to
create or impose any lien or encumbrance on any of the assets of Indemnified
Party in respect of such claim, action, suit or proceeding or if any judgment
shall be entered which would result in Indemnified Party being obligated to pay
the same, Indemnifying Party shall provide such bond, deposit or take such other
action as shall be satisfactory to Indemnified Party to prevent the creation or
imposition of any such lien, and to stay the execution of such judgment pending
any appeal or other proceeding prior to final entry thereof. Indemnifying Party
shall have the right to settle or compromise any such claim, action, suit or
proceeding without the prior written consent of Indemnified Party provided that,
at the time of such settlement or compromise, Indemnifying Party shall satisfy
and discharge any and all liability of Indemnified Party resulting therefrom or
shall post security satisfactory to the Indemnified Party to assure the ultimate
satisfaction and discharge of such liability. Except as provided in the
preceding sentence, Indemnifying Party shall not settle or compromise any such
claim, action, suit or proceeding without the prior written consent of the
Indemnified Party. The failure or delay of Indemnified Party to notify
Indemnifying Party of the institution of any claim, action, suit or other
proceeding shall not release or otherwise limit the indemnification obligation
of Indemnifying Party except to the extent that Indemnifying Party shall be
prejudiced in a material respect by the failure or delay of Indemnified Party to
give Indemnifying Party notice of such action, suit or proceeding.

         SECTION 3.5       WAIVER OF SUBROGATION. If and to the extent that the
following provision may be effective without invalidating or making it
commercially unreasonable to obtain insurance, the Liquidator and the Company
agree that with respect to any hazard, liability, casualty or other loss or
claim which is covered by insurance then carried by either the Company or the
Liquidator, (a) the party carrying such insurance and suffering such loss
releases the other party of and from any and all claims with respect to such
loss to the extent of the insurance proceeds paid with respect thereto and
specifically excepting from such release any deductible required to be paid; and
(b) their respective insurance companies shall have no right of subrogation
against the other party or their respective agents, contractors, employees,
licensees or invitees on account thereof.

                    ARTICLE 4 - REPORTING AND RECORD KEEPING

         SECTION 4.1       MAINTENANCE OF RECORDS. The Liquidator shall maintain
on a current basis a system of accounts and a document filing system with
respect to each Property and performance of the Liquidator's obligations under
this Agreement, which systems shall at all times be in form and substance
reasonably satisfactory to the Company. All records shall be maintained, with
sufficient staff provided by the Liquidator, at the Properties or the address
initially specified for notices to the Liquidator in Section 12.4 or at such
other location as may be mutually agreed upon by the Liquidator and the Company.
The Liquidator shall establish and maintain controls over accounting and
financial transactions reasonably designed to protect the Company's assets from
theft, gross negligence or fraudulent activity on the part of the Liquidator


                                       20
<PAGE>

or the Liquidator's employees or other agents. Uninsured losses arising from
theft, gross negligence or fraudulent activities by the Liquidator or the
Liquidator's employees or agents shall be borne by the Liquidator in its
individual capacity and are Non-Reimbursable Expenses.

         SECTION 4.2       COMPANY'S PROPERTY; CONTINUING ACCESS. All records
received or maintained by the Liquidator pursuant to this Agreement are and
shall remain the property of the Company and, upon termination or expiration of
this Agreement for any reason whatsoever, shall be promptly turned over to the
Company. The Liquidator shall have the right to retain copies of records in its
files. Each party to this Agreement agrees not to destroy any records or other
material records relating to this Agreement for a period of at least six (6)
years following the expiration of the year with respect to which such records
relate, and each such party further agrees to permit the other party to have
reasonable access to all such records, including any such access requested in
connection with any dispute between the parties.

         SECTION 4.3       COMPANY'S AUDIT RIGHTS. The Liquidator shall
cooperate with, and make all Property records available to, any auditor,
independent accountant, agent or other person designated from time to time by
the Company. The Company, at all reasonable times during normal business hours,
shall have access to and shall have the right to conduct, or cause to be
conducted, audits and examinations of such Property records. Should the Company
discover either weaknesses in internal controls or errors in record keeping, the
Liquidator shall correct or cause to be corrected such discrepancies promptly
upon the Company's request and shall inform the Company, in writing, of the
action taken to correct such audit discrepancies. Unless and except to the
extent that any such examination or audit discloses material errors, omissions
or misstatements by the Liquidator, the reasonable out-of-pocket cost of all
such audits and examinations shall be borne by the Company as an expense of the
Company, and if appropriate, allocated to the applicable Property or Properties.
An error, omission or misstatement will be considered material if the amount in
question exceeds $25,000.

         SECTION 4.4       REQUIRED REPORTS.

                  (a)      PORTFOLIO BUSINESS PLAN. The Liquidator shall
immediately commence preparation of and shall complete and submit to the Company
within two (2) Business Days following the date of the Company obtaining the
shareholder approval described in Section 2.1(c) of this Agreement, a proposed
portfolio business and management plan addressing the matters described below,
the form and content of which shall be reasonably approved by the Company and
the Liquidator in accordance with Section 2.1(d) of this Agreement. The
Liquidator shall meet with the Board of Directors of the Company or its designee
to present and discuss the proposed portfolio business and management plan as it
is developed, shall furnish promptly any additional information or explanations
reasonably requested by the Company and shall modify any proposed portfolio
business and management plan consistent with the Company's comments or
directions, at the time of initial submission and approval, and from time to
time as requested by the Company. Such portfolio plan, or any modified version
thereof, when approved in writing by the Company, shall be referred to as the
"PORTFOLIO BUSINESS PLAN." The Portfolio Business Plan shall set forth the
overall strategic plan for disposing of the Properties consistent with the Plan
of Liquidation and managing and leasing the Properties during the liquidation
period, including, but not limited to the Company's general business strategy,
policies and procedures, forms of all required statements and reports, any
proposed


                                       21
<PAGE>

changes (unless previously approved by the Company) to forms of documents
required hereunder (which forms or changes to forms of documents, however, may
be prepared and submitted for the Company's approval from time to time, and in
any event prior to their utilization) financial projections taking into account
the entire capital structure of the Company and such other matters pertaining to
the disposition, leasing and management of the Properties and the performance of
the Liquidator's services hereunder as the Company may reasonably specify and as
the Liquidator shall reasonably agree within thirty (30) days following the date
of said shareholder approval. The Portfolio Business Plan shall be supplemented
or modified as necessary from time to time, including, without limitation, as
the Company may reasonably request within the scope of the Liquidator's
responsibility under this Agreement. Any material changes to or material
deviations from the Portfolio Business Plan shall require the Company's prior
written consent, subject to Section 4.4(c)(ii).

                  (b)      Asset Business Plans.

                           (i)      The Liquidator shall immediately commence
preparation of and shall complete and submit to the Company within two (2)
Business Days following the date of the Company obtaining the shareholder
approval described in Section 2.1(c) of this Agreement, a proposed management,
leasing and disposition plan for each Property or group of Properties, as
applicable, the form and content of which shall be reasonably approved by
Company and the Liquidator in accordance with Section 2.1(d) of this Agreement.
Each such plan, or any modified version thereof, when approved in writing by The
Company, shall be referred to as an "ASSET BUSINESS PLAN." The Company shall
either approve in writing each Asset Business Plan or provide comments to the
Liquidator either orally or in writing or both.

                           (ii) Each Asset Business Plan shall be prepared in
accordance with the format specified in the Portfolio Business Plan or otherwise
approved by the Company, shall be consistent with the Plan of Liquidation to the
extent applicable, and shall set forth, without limitation and in addition to
the budget information detailed in Subsection (c) below, the following:

                                    (A) in  narrative form, a basic description
of the Property and the Liquidator's recommended course of action with respect
to the Property, including, without limitation, any strategic or tactical
actions relating to sale or disposition of the Property or group of Properties
covered by such Asset Business Plan;

                                    (B) as to each Property, a narrative report
including details on the status of current and projected leasing; a commentary
on physical condition, including any deferred maintenance items; a summary of
market conditions, comparables and such other summary market statistics as the
Company may reasonably request; a status report of all competitive projects
known to the Liquidator in the market area; and detailed plans for the leasing,
renovation, repair and maintenance, management and marketing of each Property;
and such other information as the Company shall reasonably have requested; and

                                    (C) as to each Property, a valuation of the
Property prepared on static and discounted cash flow bases consistent with
formats and methodologies reasonably


                                       22
<PAGE>

determined by the Company and utilizing the existing financial software of the
Company.

                           (iii) The Liquidator shall use all commercially
reasonable efforts to implement and comply with the approved Asset Business
Plan. Unless and until the Company approves such Asset Business Plan, however,
the Liquidator shall use all commercially reasonable efforts to lease and manage
each Property in accordance with the previously approved Asset Business Plan.
Any material changes to the Asset Business Plan by the Liquidator shall require
the Company's prior written consent. In addition to complying with the foregoing
requirements, the Liquidator shall prepare and propose for the Company's
approval such revisions and updates to the Asset Business Plan as may either be
reasonably requested from time to time by the Company within the scope of the
Liquidator's responsibility under this Agreement or as the Liquidator may
otherwise deem appropriate.

                  (c)      Annual Budgets.

                           (i) As part of each Asset Business Plan, the
Liquidator shall prepare and submit to the Company for the Company's approval
each year a detailed budget for each Property consistent with the Plan of
Liquidation to the extent applicable, projecting all revenues expected to be
received and projecting all costs and operating and capital expenses expected to
be incurred during the following one (1) calendar year, together with projected
leasing activity and costs and repair and maintenance costs. In such budget, the
Liquidator may expressly correlate an income category with a corresponding
expense category and expressly provide that if the actual income category
exceeds the budget, the corresponding expense category in the budget shall be
deemed increased by the same percentage as the actual income with respect to
such income category exceeds the budgeted amount for such income category. For
example, if in the budget, the Liquidator provides for corresponding income and
expense categories and in such budget the income category equals $100 and the
corresponding expense category equals $50, if actual income with respect to such
income category is $110, then the expense category will be deemed automatically
increased by a corresponding percentage (in this example 10%) to $55. The
Liquidator shall explain in reasonable detail any assumptions used in projecting
real estate taxes, insurance and general and administrative costs and proposed
capital expenditures, and including, without limitation, all Third Party
expenditures, and Fees payable to the Liquidator hereunder, and a comparison of
projected revenues and expenses against prior year actual (including an
explanation of material deviations). Such budgets shall be supplemented by such
information as the Company may reasonably request from time to time within the
scope of the Liquidator's responsibility under this Agreement and shall include
a projection of costs and expenses expected to be incurred during the following
calendar year on a monthly basis. The format of such budgets shall be reasonably
acceptable to the Company. Such new budget(s) shall, upon approval thereof by
the Company, become the Approved Budget(s) for the applicable Property. Unless
and until the Company approves such new budget, however, the Liquidator shall
use all commercially reasonable efforts to continue to manage the applicable
Property in accordance with the then existing Approved Budget(s) until such new
budget or budgets are approved.

                           (ii) The Liquidator shall use commercially reasonable
efforts to avoid causing the actual costs of the ownership, management and
disposition of the Properties to exceed the applicable Approved Budget(s) either
in total or in any one accounting category. Any


                                       23
<PAGE>

expense causing or likely to cause a variance of more than $25,000 shall be
promptly explained to the Company by the Liquidator as a part of the
Liquidator's monthly reporting pursuant to Section 4.4(d) below. All expenses
shall be charged to the proper budget line item or accounting category as
specified in the Approved Schedule of Accounts and no expense may be classified
or reclassified for the purpose of avoiding an excess in the annual budgeted
amount of any line item or accounting category. Subject to the provisions of
paragraph 3(b) of EXHIBIT B, the Liquidator shall secure the Company's prior
written approval before expending, obligating the Company for or approving any
expenditure that would result in a budget line item or category being exceeded
by more than $25,000.

                           (iii) The Liquidator shall further prepare and
propose for the Company's approval from time to time such additional revisions
to the Approved Budget(s) as may reasonably be required to reflect changes in
costs or expenditures in redevelopment and management of the Properties.

                  (d)      BIWEEKLY REPORTS. The Liquidator shall make reports
to the Company, in such form as the Company may reasonably require but
including, without limitation, presentations to the Board of Directors or
management of the Company which shall be not less frequently than the 1st and
15th of each calendar month and shall be made at any time from time to time as
reasonably requested by the Company, detailing the progress of the development
and implementation of the plan of liquidation and disposition of the Properties,
and detailing the status of the management of the Properties in accordance with
the Portfolio Business Plan and the Asset Business Plan(s), including, without
limitation, the Approved Budget(s) and any material deviations therefrom.

         SECTION 4.5       OTHER DISCLOSURES. The Liquidator shall use good
faith commercially reasonable efforts to keep the Company informed of any
material fact, information, projection, litigation, employee relations or other
matter of which the Liquidator has actual knowledge which could reasonably be
expected to have a material impact on the operations of the Company or any
Property. In determining whether such fact, information, projection, litigation,
employee relations or other matters is material or would have a material impact,
the standard for the determination of materiality shall be the standard for
asset managers and property managers performing asset management and property
management services for similar properties for owners and not the standard for
materiality imposed by United States securities laws. In addition, the
Liquidator shall deliver notice to the Company of any of the following:

                  (a)      PROPERTIES HELD BY OUTSIDE INTERESTS. At each time
the Liquidator delivers the Portfolio Business Plan to the Company and such
other times as the Company may reasonably request, the Liquidator shall deliver
a list to the Company of any competing properties and any land or other property
intended to be developed into a competing property within the area in which the
Property or Properties are located which are owned in whole or in part by the
Liquidator or any Liquidator Affiliate or with respect to which the Liquidator
or any the Liquidator Affiliate performs liquidation, property management or
leasing services, which list or other written disclosure shall include the
percentage interests owned by the Liquidator or any the Liquidator Affiliate and
shall state whether the Liquidator or a Liquidator Affiliate


                                       24
<PAGE>

provides liquidation or other similar services, leasing services or management
services in connection with each such Property; and

                  (b)      COMPETITIVE ACTIVITIES BY OUTSIDE INTERESTS. The
Liquidator shall also disclose to the Company in writing any proposed activity
known to the Liquidator which would be subject to the disclosure requirement set
forth in Section 4.5(b) if the references to "thirty three and one-third percent
(33-1/3%)" in the definitions of Affiliated Person and Liquidator Affiliate in
Article 1 referred instead to "ten percent (10%)."

         SECTION 4.6       COMPANY'S PROPERTY. All books, records, computer
discs and similar materials containing information about the Properties, and
invoices and other documents received and/or maintained by the Liquidator with
respect to the Properties shall remain the property of the Company.

         SECTION 4.7       COMPANY'S DISCLOSURE. Subject in all cases to
compliance with securities and other laws, the Company shall use good faith
commercially reasonable efforts to keep the Liquidator informed of any material
fact, information, projection, litigation or other matter which could reasonably
be expected to have a material impact on the business or financial condition of
the Company or the performance by the Liquidator of its obligations under this
Agreement.

                            ARTICLE 5 - BANK ACCOUNTS

         SECTION 5.1       ACCOUNTS. Subject to any lender so-called lockbox and
similar cash management requirements, the Liquidator shall deposit all operating
revenues with respect to each Property, including, without limitation, all
payments on account of rental, tenant reimbursables, insurance proceeds and any
other receipts or amounts whatsoever received by the Liquidator in one or more
interest-bearing bank accounts established separately for each Property
(collectively, the "Property Bank Accounts"). Notwithstanding the foregoing, in
no event shall the net (meaning after payment of all transaction costs, existing
liens, closing apportionments and other amounts payable in connection with any
sale or financing and after the establishment of any escrows or reserves
expressly authorized in accordance with the provisions set forth in this
Agreement and required in connection with any sale or financing), sales or
financing proceeds be deposited into any Property Bank Accounts, all such net
sales and financing proceeds to be delivered directly by the payor thereof to an
account designated in writing by the Company. All balances remaining in each
Property Bank Account to be maintained by the Liquidator as the property manager
pursuant to the terms hereof shall, on or before each of the first (1st) and the
tenth (10th) of every month after payment of expenses pursuant to Article 6 and
the establishment of appropriate reserves in accordance with the Asset Business
Plan or Approved Budget, be deposited by the Liquidator into an account of the
Company directed by the Company. In no event shall any Property Bank Account be
commingled with any other account of the Liquidator, any Liquidator Affiliate or
any Third Party. The Company may direct the Liquidator to change any depository
institution or depository arrangement at any time, and without the prior written
consent of the Company, the Liquidator shall not change any such depository
institution or arrangement. All security deposits, advance rent deposits and
other tenant deposits not constituting Gross Revenues shall be delivered
directly to an account designated in writing by the Company, which account shall
not be a Property Bank Account.


                                       25
<PAGE>

         SECTION 5.2       ACCESS TO ACCOUNTS. Through the use of signature
cards, authorized representatives of the Company shall have access to all
Property Bank Accounts and the contents thereof. The Liquidator's authority to
draw against any Property Bank Account, or make any payment of Fees pursuant to
Section 6.1, shall be terminated by the Company immediately upon any notice of
termination of this Agreement, effective upon receipt by the Liquidator of a
written notice of termination from the Company.

         SECTION 5.3       INVESTMENT OF ACCOUNTS. The Liquidator shall cause
all amounts on deposit in the Property Bank Accounts to be invested in one or
more investments bearing interest or sold at a discount, consistent with
investment guidelines established or approved by the Company and consistent with
maintaining the Company's status as a REIT. Any Property Bank Accounts and
investment of funds shall be made in the name of the Company and all funds
therein shall be assets of the Company provided that signature cards and other
agreements allow the Liquidator unrestricted access to such accounts, subject to
the rights of the Company to terminate such rights in accordance with the terms
hereof. The Company shall be entitled to all income and gain realized from the
investment of funds deposited in the accounts, as applicable, and, provided that
the Liquidator has complied with its obligations hereunder as to each
investment, the Liquidator shall not be responsible for any loss resulting from
such investment.

         SECTION 5.4       FILES. The Liquidator shall maintain files related to
the Company and the Properties in a good and orderly fashion at the Properties
or at the Liquidator's office, all such files being the sole property of the
Company, including, but not limited to, the following to the extent same are
delivered to the Liquidator upon acquisition of the applicable Properties or
delivered to or generated by the Liquidator during the term of this Agreement:

                  (a)      Accounting books and records and supporting
documentation;

                  (b)      All other books, records, documents and file of the
type that the Company currently maintains, including, without limitation,
regarding the Properties, the Company's operations, BPOP's and the Company's
financings, including, without limitation, and books, records and reports
required by any loan documents or other agreement to which the Company, BPOP or
any their respective Affiliates or Subsidiaries is subject to;

                  (c)      Such other Property or Company operation information
as the Company reasonably requests from time to time.

                         ARTICLE 6 - PAYMENT OF EXPENSES

         SECTION 6.1       COSTS PAYABLE FROM COMPANY ACCOUNTS. The Liquidator
shall, to the extent of available funds, except as otherwise expressly set forth
in this Agreement, pay directly from the applicable Property Bank Account, all
costs incurred in connection with the management, leasing and operations of each
Property provided that (i) such costs are incurred pursuant to and are
consistent with the then current Asset Business Plan (and the Approved Budget
included as part thereof) or otherwise are within the authority granted to the
Liquidator herein (subject to the Liquidator's right to expend sums not
otherwise contemplated as set forth in Section 4.4(c) above), (ii) except as set
forth in Section 4.4(c), no disbursement of any amount in excess of $50,000 in
any one instance not expressly set forth in an Approved Budget shall be


                                       26
<PAGE>

made by the Liquidator without the Company's prior consent, and (iii) no
disbursement shall be made for Non-Reimbursable Expense or other amounts to the
Liquidator (other than the fees and reimbursements permitted hereunder or
otherwise explicitly approved by the Company), which in accordance herewith the
Liquidator shall be authorized to disburse without prior consent. The Liquidator
shall pay directly from the Property Bank Accounts any property management fees,
leasing fees, construction management fees and reimbursement of any advances,
with interest, made pursuant to Section 6.3(b) and asset management fees due the
Liquidator under this Agreement with respect to the applicable Property as and
when payable hereunder, in accordance with the terms of EXHIBIT D attached
hereto or as expressly set forth elsewhere herein.

         SECTION 6.2       INTENTIONALLY OMITTED.

         SECTION 6.3       INSUFFICIENT FUNDS.

                  (a)      If at any time the Liquidator determines that there
are not, or are projected not to be within the next 90 days, sufficient funds
within the applicable Property Bank Account to pay all bills, charges and
liabilities which may be incurred by the Liquidator hereunder with respect to
the performance of its duties hereunder as to a Property hereunder, the
Liquidator shall promptly give notice of such actual or projected deficiency to
the Company. The Company may then deposit additional funds directly into the
applicable Property Bank Account or direct the Liquidator to transfer funds from
a different Property Bank Account into the applicable Property Bank Account, as
the case may be, but the Company shall have no obligation to the Liquidator
whatsoever to cover any deficits or provide funds for any purpose other than the
payment when due of all Fees and reimbursable costs and expenses due and payable
to the Liquidator hereunder. The Liquidator shall pay any Fees for property
management, asset management, leasing or construction management and repayment
of any Liquidator advances due the Liquidator from the applicable Property Bank
Account only out of amounts in such account for payment of all Third Party
expenses and Fees permitted to be paid hereunder then due; PROVIDED, however,
that the foregoing shall in no event relieve the Company of its obligation to
pay any Fees due the Liquidator when and as the same become due and payable
hereunder.

                  (b)      The Liquidator shall have no obligation to expend its
own funds in payment of expenses and liabilities with respect to a Property
(other than for Non-Reimbursable Expenses), and, notwithstanding anything to the
contrary set forth in this Agreement, the Liquidator shall not be in default
under this Agreement by reason of any failure to pay any such expenses and
liabilities or take any action due to a lack of funds provided or made available
by the Company, if the terms of this Agreement contemplate that such costs are
to be paid by the Company and not by the Liquidator. To the extent that the
Company does not provide funds necessary for the Liquidator to perform its
obligations hereunder, the Liquidator shall be released from liability for its
failure to perform such obligation. Notwithstanding the foregoing, in the event
that the Company does not have sufficient funds to make payment of expenses or
liabilities with respect to the Properties set forth in an Approved Budget,
Liquidator shall have the right, but not the obligation, to advance money to the
Company to make such payment of expenditure or liability with respect to the
Property set forth in the Approved Budget. The Company shall repay such advance
from future cash flow with interest calculated at the annual rate of simple
interest equal to the so called "prime rate" announced by Fleet National Bank at
its Boston headquarters plus two percent (2%).


                                       27
<PAGE>

         SECTION 6.4       EXPENDITURES. Except to the extent of Fees payable to
the Liquidator under this Agreement, the Company shall not at any time have any
obligation to the Liquidator to make advances or investments in or with respect
to any Property.

                      ARTICLE 7 -COMPENSATION AND EXPENSES

         SECTION 7.1       LIQUIDATOR'S FEES. The Company shall compensate the
Liquidator for its services under this Agreement by paying to the Liquidator the
fees (collectively, the "FEES") provided for in EXHIBIT D attached hereto and by
this reference incorporated herein in full, if, as and when due pursuant to the
terms of EXHIBIT D and otherwise upon the terms and conditions set forth in
EXHIBIT D. The right of the Liquidator to receive the Fees and the obligation of
the Company to pay the Fees shall commence on the date following the receipt by
the Company of shareholder approval of this Agreement as contemplated by Section
2.1(c). No Fees shall be earned by the Liquidator or payable by the Company for
any period prior to the date of receipt of such shareholder approval.
Notwithstanding the foregoing, in consideration of and compensation for the
Liquidator (i) commencing asset management functions and preparation of the
Portfolio Business Plan and (ii) preparing to implement property management and
leasing functions, for the period from the date of this Agreement through the
shareholder meeting contemplated by Section 2.1(c) of this Agreement, the
Company shall pay to Liquidator a monthly fee (pro rated for partial months
appropriately) of One Hundred Twenty Five Thousand Dollars ($125,000.00). Such
fee shall be paid on the fifteenth (15th) day of each month for the services
provided during the preceding month.

         SECTION 7.2       EXPENSES.

                  (a)      The Liquidator shall pay its own internal expenses as
set forth more fully on and in accordance with EXHIBIT E attached hereto.

                  (b)      Except as otherwise specifically provided herein, the
Company shall be responsible for and shall pay all costs and expenses incurred
in accordance with the provisions hereof with respect to the Company and the
Properties to the extent not otherwise reimbursed from other sources as set
forth more fully on and in accordance with EXHIBIT E attached hereto, and the
Company shall reimburse the Liquidator for any sums advanced by the Liquidator
in accordance with the provisions of this Agreement.

                  (c)      Any expenses and costs identified on EXHIBIT E
attached hereto as "Non-Reimbursable Expenses" (the "NON-REIMBURSABLE EXPENSES")
incurred by or on behalf of the Liquidator shall be at the sole cost and expense
of the Liquidator and shall not be paid from any bank accounts of the Company to
which the Liquidator has access, or otherwise be payable by the Company, except
and only to the extent otherwise provided herein or as otherwise approved by the
Company in accordance with this Agreement.

                     ARTICLE 8 - TERM, DEFAULT; TERMINATION

         SECTION 8.1       INITIAL TERM. The initial term of this Agreement
shall commence on the date hereof and, unless extended or sooner terminated as
herein provided, shall end on


                                       28
<PAGE>

October 17, 2002. The Company shall have the unilateral right to extend the term
of this Agreement for a period not to exceed six (6) months by written notice to
the Liquidator no fewer than sixty (60) days prior to October 17, 2002. In
addition, the Liquidator shall have the right to request an extension of the
term of this Agreement for an additional six (6) month period, which request
shall not be unreasonably denied by the Company if the Company determines in its
good faith reasonable discretion that the Liquidator has used good faith
commercially reasonable efforts to perform its obligations hereunder during the
initial term.

         SECTION 8.2       EVENTS OF DEFAULT. The occurrence of any of the
following events shall constitute an event of default ("EVENT OF DEFAULT")
hereunder on the part of the party to this Agreement with respect to whom such
event occurs (the "DEFAULTING PARTY"):

                  (a)      should there occur a default in the performance of,
or failure to comply with, any agreements, obligations or undertakings of a
party herein contained, which default or failure continues for thirty (30) days
(or fifteen (15) days if such default or failure is due solely to the nonpayment
of money) following written notice thereof given by the other party, provided,
however, that if such default cannot with reasonably diligent efforts be cured
within thirty (30) days, then the defaulting party shall not be in default
provided that the defaulting party commences cure as soon as reasonably possible
within such thirty (30) day period, thereafter diligently prosecutes cure to
completion and such completion occurs within ninety (90) days following such
written notice.

                  (b)      should a party institute proceedings of any nature
under the Federal Bankruptcy Code, or any similar state or Federal law for the
relief of debtors, wherein such party is seeking relief as debtor;

                  (c)      should there occur a general assignment by a party
for the benefit of its creditors;

                  (d)      should there be instituted against a party a
proceeding under any section or chapter of the Federal Bankruptcy Code, or any
similar Federal or state law for the relief of debtors, which proceeding is not
dismissed, stayed or discharged within a period of 60 days after the filing
thereof or if stayed, which stay is thereafter lifted without a contemporaneous
discharge or dismissal of such proceedings;

                  (e)      should there occur a Prohibited Transfer by the
Liquidator within the meaning of Section 11.1;

                  (f)      should there occur any dissolution or termination of
the corporate existence of the Liquidator or cessation of business by the
Liquidator for any reason whatsoever; provided, however, without limiting
Section 8.2(e), such dissolution or termination shall not be an Event of Default
if the Liquidator continues such business substantially under the same control
of the management of said business which existed prior to such event but under a
different entity or name;

                  (g)      should the Liquidator fail by January 31, 2001, to
own an amount of shares (the "Required Amount") less than nine and nine-tenths
percent (9.9%) of the issued and


                                       29
<PAGE>

outstanding common shares of the Company existing on the date hereof, or should
the Liquidator subsequently voluntarily sell shares such that the Liquidator no
longer owns an amount of shares equal to at least the Required Amount; provided,
however, that (i) the requirement that the Liquidator own the Required Amount
shall be subject to applicable laws and regulations, including securities laws
and regulations, and (ii) such ownership of the Required Amount may instead be
satisfied by the Company and the Liquidator entering into a synthetic instrument
which results in placing the parties in substantially the same position as if
the Liquidator had aquired ownership of the Required Amount and which is
mutually acceptable to both parties and consented to in writing by the holders
of the Company's Series 2000-C Convertible Stock (as long as such shares remain
outstanding), which consent shall not be unreasonably withheld or delayed, and
with respect to such consent rights, such holders shall be deemed to be third
party beneficiaries of this Section 8.2 (g), and if the Liquidator is prohibited
from owning the Required Amount pursuant to applicable laws and regulations,
then the Liquidator and the Company shall in lieu of such ownership execute and
deliver such a synthetic instrument in such form as the Company and such holders
may reasonably require; and

                  (h)      should the Liquidator or any Liquidator Affiliate be
in material default, beyond any applicable notice and cure period, under any
material agreement with the Company or BPOP if such default permits the Company
or BPOP to terminate or cancel such agreement.

                  The occurrence of a "Redemption Default" (as such term is
defined in Section 9 of the Articles Supplementary relating to the Company's
Series 2000-C Convertible Preferred Stock) shall not be deemed to be an Event of
Default under Section 8.2.

         SECTION 8.3       REMEDIES ON DEFAULT. Upon the occurrence of any Event
of Default, the non-defaulting party shall be released from is obligations under
this Agreement without termination of its rights hereunder and shall be entitled
to exercise any or all of the following remedies: (a) terminate this Agreement
in accordance with Section 8.4 below, (b) terminate the Liquidator's payment of
the Fees and/or the ability of the Liquidator to pay any other amount from any
bank account to which it has access, (c) exercise each and every other right or
remedy available under this Agreement as a result of an Event of Default, and/or
(d) exercise every other right or remedy available at law or in equity.

                  SECTION 8.4 EARLY TERMINATION. This Agreement shall be subject
to early termination (i) by the non-defaulting party, by notice to the
Defaulting Party upon the occurrence and during the continuance of any Event of
Default, (ii) upon the occurrence of any Redemption Default on or after April 1,
2001, or (iii) upon the occurrence of a Redemption Default occurring prior to
April 1, 2001 which is caused by the gross negligence, wilfull misconduct or
fraud by the Liquidator or any Liquidator Affiliate upon notice to the
Liquidator by the Company required by Section 12.4, subject to reinstatement by
the Company in its sole discretion upon written notice to the Liquidator within
ten (10) Business Days of such occurrence. Such reinstatement shall only be
exercised on behalf of the Company by the holders of the Company's Series 2000-C
Convertible Preferred Stock and such holders shall be deemed to be third party
beneficiaries for the purposes of this Section 8.4(ii).

         SECTION 8.5       FEES ON TERMINATION OR EXPIRATION. In the event of
termination or expiration of this Agreement, including under Section 2.1(c)
hereof, the Liquidator shall be


                                       30
<PAGE>

entitled to receive, and the Company shall pay within thirty (30) days after the
final accounting provided for in Section 8.6, any and all Property Management
Fees, Asset Management Fees, Construction Management Fees, Leasing Fees,
Disposition Incentive Fees, the fees provided for under Section 7.1 hereof, and
reimbursable expenses accrued, payable and unpaid through and including the date
of termination or expiration, as the case may be; provided however, the
Liquidator shall not be entitled to earn or accrue any Disposition Incentive
Fees after termination if this Agreement was terminated as a result of (i) an
Event of Default on the part of the Liquidator or (ii) a termination of this
Agreement based on the occurrence of a Redemption Default occurring prior to
April 1, 2001 which is caused by the gross negligence, wilfull misconduct or
fraud of the Liquidator, but in all other events the Disposition Incentive Fee
shall continue to be paid to the Liquidator, notwithstanding termination or
expiration of this Agreement, through and including the date that the Company
has been finally liquidated. Except as otherwise expressly set forth in this
Section 8.5 or elsewhere in this Agreement, the Liquidator shall have no right
to Fees or other compensation in connection herewith upon termination or
expiration of this Agreement.

         SECTION 8.6       FINAL ACCOUNTING. Upon termination of this Agreement,
the Liquidator will deliver to the Company a final accounting, reflecting the
balance of income and expenses of each Property as of the date of termination or
withdrawal, to be delivered within 30 days after such termination. Following a
termination of this Agreement, any and all contracts, licenses, warranties,
guarantees, bank accounts, and other Property assets which are held in the
Liquidator's name shall be assigned by the Liquidator to the Company, and the
Liquidator agrees to execute and deliver such instruments of assignment (without
representation or warranty) in connection therewith in such form and with such
specific descriptions as may be from time to time requested by the Company and
reasonably approved by the Liquidator after termination of this Agreement.

         SECTION 8.7       OBLIGATION TO VACATE; ORDERLY TRANSITION. Upon
termination of this Agreement, the Liquidator promptly will vacate any office
space provided by the Company for the location of the Liquidator's personnel.
Upon termination of this Agreement, the Company and the Liquidator will
cooperate in all reasonable respects in order to effect an orderly transition of
the functions hereunder to a new liquidator. The Liquidator's and the Company's
obligations under Section 8.6 and this Section 8.7 shall survive termination of
this Agreement.

              ARTICLE 9 - REPRESENTATIONS AND WARRANTIES; COVENANTS

         SECTION 9.1       BY THE LIQUIDATOR. In order to induce the Company to
enter into this Agreement, the Liquidator hereby represents and warrants to the
Company as follows:

                  (a)      The Liquidator is duly organized and validly existing
under the laws of the State of California and has all requisite power and
authority under the laws of such state, any other state in which any Property is
located, and its charter documents to own its property and assets, to enter into
and perform its obligations under this Agreement and to transact the business in
which it is engaged or presently proposes to engage.


                                       31
<PAGE>

                  (b)      The Liquidator has taken all necessary action to
authorize the execution, delivery and performance of this Agreement, and this
Agreement constitutes the valid and binding obligation and agreement of the
Liquidator, enforceable in accordance with its terms.

                  (c)      The Liquidator holds or will hold or will acquire,
any and all material licenses, authorizations, registrations or filings required
under the laws of the state where any Property is located to perform its
obligations under this Agreement, including any required real estate brokerage
license, and the Liquidator hereby further agrees to maintain any and all such
licenses in good standing during the term of this Agreement.

                  (d)      Neither the execution and delivery of this Agreement,
nor compliance with the terms and provisions thereof, will result in any breach
of the terms, conditions or provisions of, or conflict with or constitute a
default under, or result in the creation of any lien, charge or encumbrance upon
any property or assets of the Liquidator pursuant to the terms of, any
indenture, mortgage, deed of trust, note, evidence of indebtedness, agreement or
other instrument to which the Liquidator may be party or by which it or they or
any of its properties may be bound, or violate any provision of law, or any
applicable order, writ, injunction, judgment or decree of any court, or any
order or other public regulation of any governmental commission, bureau or
administrative agency.

                  (e)      Except as in each instance previously disclosed to
the Company in writing, there are no judgments presently outstanding and
unsatisfied against the Liquidator or any of its properties and neither the
Liquidator nor any of its properties is involved in any litigation at law or in
equity, or in any proceeding before any court, or by or before any governmental
or administrative agency, which judgment, litigation or proceeding could have a
material adverse effect on the ability or right of the Liquidator to perform its
obligations under this Agreement, and no such material judgment, litigation or
proceeding is, to the best of the Liquidator's knowledge, threatened in writing
against the Liquidator or any of its properties.

         SECTION 9.2       BY THE COMPANY. In order to induce the Liquidator to
enter into this Agreement, the Company hereby represents and warrants to the
Liquidator as follows:

                  (a)      The Company is duly organized and validly existing
under the laws of the State of Maryland and has all requisite power and
authority under the laws of such state and its charter documents to own its
property and assets, to enter into and perform its obligations under this
Agreement and to transact the business in which it is engaged or presently
proposes to engage. The Company is duly qualified to conduct business in each
state where the nature of its business requires such qualification.

                  (b)      Subject to the terms of Section 2.1(c) above, the
Company has taken all necessary action to authorize the execution, delivery and
performance of this Agreement, and, subject to the terms of Section 2.1(c)
above, this Agreement constitutes the valid and binding obligation and agreement
of the Company, enforceable in accordance with its terms.

                  (c)      Neither the execution and delivery of this Agreement,
nor compliance with the terms and provisions thereof, will result in any breach
of the terms, conditions or provisions of, or conflict with or constitute a
default under, or result in the creation of any lien,


                                       32
<PAGE>

charge or encumbrance upon any property or assets of the Company pursuant to the
terms of, any indenture, mortgage, deed of trust, note, evidence of
indebtedness, agreement or other instrument to which the Company may be party or
by which it or they or any of its properties may be bound, or violate any
provision of law, or any applicable order, writ, injunction, judgment or decree
of any court, or any order or other public regulation of any governmental
commission, bureau or administrative agency.

                  (d)      Except as in each instance previously disclosed to
the Liquidator in writing, there are no judgments presently outstanding and
unsatisfied against the Company or any of its Properties and neither the Company
nor any of its Properties is involved in any litigation at law or in equity, or
in any proceeding before any court, or by or before any governmental or
administrative agency, which judgment, litigation or proceeding would prevent
the Company from entering into this Agreement or would materially impair the
ability of the Company to perform its obligations under this Agreement.

         SECTION 9.3       COMPANY COVENANT. Within thirty (30) days of the date
of this Agreement and in connection with the cooperation obligations outlined in
Section 2.1(d) of this Agreement, the Company shall provide to the Liquidator a
schedule and copies of all material agreements (brokerage, services, property
management, loan documents, etc.), pertaining to each Property. The Company
shall refer all inquiries and all prospects to lease or acquire any Property to
the Liquidator.

         SECTION 9.4       MUTUAL COVENANT. The Company and the Liquidator each
covenant to the other to cooperate in good faith and use diligent efforts to
expeditiously conclude disposition of the Properties to maximize the net sales
proceeds to the Company in connection with the sale of any Property and to
maximize Liquidating Distributions. The Company and the Liquidator in
performance of each of their duties hereunder shall comply with the Plan of
Liquidation and the Portfolio Business Plans, provided that (i) the Liquidator
shall follow any direction given by the Company in accordance with this
Agreement, and may rely on any approval of the Company when given in accordance
with this Agreement, in each case without regard to whether the action so
directed or approved is inconsistent with the terms of the Plan of Liquidation
or the Portfolio Business Plans (as the Portfolio Business Plans may be changed
from time to time in accordance with the terms of this Agreement) unless one or
more of the Key Personnel has actual knowledge that such action is inconsistent
with the terms of the Plan of Liquidation and (ii) the parties hereto intend
this sentence to direct the Liquidator and the Company in the performance of
their duties under this Agreement but not to impose mandatory benchmarks for,
for instance, the date of completion of sale of a particular Property or for the
amount of proceeds to be realized from the sale of a particular Property, so
that neither party shall be in default hereunder for failure to achieve the
specific transaction results which are included as goals in the Liquidation Plan
or the Portfolio Business Plans provided that such party used its good faith,
commercially reasonable and diligent efforts to try to achieve such results.

         SECTION 9.5       LIQUIDATOR'S ACKNOWLEDGEMENT. The Liquidator
acknowledges that the Company retains the right and authority for final
decisions regarding dispositions of any Property, the strategic direction or
liquidation of the Properties, and any other material business decision
concerning the Properties, not inconsistent with this Agreement, including in
connection with the disposition and sales process for any Property.


                                       33
<PAGE>

         SECTION 9.6       PREFERRED DOCUMENTS. Liquidator acknowledges receipt
of the Preferred Documents and represents and warrants that it has reviewed the
Preferred Documents and covenants, in connection with the performance of its
duties hereunder, to use good faith, commercially reasonable and diligent
efforts to prevent the occurrence of a Redemption Default or action by the
Company which is not permitted by the terms of the Preferred Documents, except
that the Liquidator shall follow any direction given by the Company in
accordance with this Agreement, and may rely on any approval of the Company when
given in accordance with this Agreement, in each case without regard to whether
the action so directed or approved is inconsistent with the terms of the
Preferred Documents unless one or more of the Key Personnel has actual knowledge
that said action is inconsistent with the terms of the Preferred Documents.

                     ARTICLE 10 - DISPOSITION OF PROPERTIES

         SECTION 10.1 OBLIGATION TO LIQUIDATE. Without limiting any term of this
Agreement, during the term of this Agreement, the Liquidator shall use all
commercially reasonable efforts to market and dispose of the Properties in
accordance with the terms of this Agreement, the Plan of Liquidation and the
Portfolio Business Plan.

         SECTION 10.2 TAX PROTECTED PROPERTIES. The Liquidator acknowledges that
the Properties listed on SCHEDULE 10.2 attached hereto (the "TAX PROTECTED
PROPERTIES") are subject to certain agreements and covenants binding upon the
Company which require that such Properties can not be disposed of by the Company
or the applicable Affiliate or Subsidiary, in a transaction which causes gain
recognition under the Code until the expiration of certain specified periods of
time with respect to each of the Tax Protected Properties and to maintain debt
protection for the contributors of the Tax Protected Properties. The
Liquidator's obligations hereunder shall include, without limitation, the
obligation to use good faith commercially reasonable efforts to structure the
disposition of the Tax Protected Properties in a manner which does not subject
the Company to damages or other costs as a result of violating the tax
protection agreements to which the Tax Protected Properties are subject.

         SECTION 10.3 APPROVAL OF SALE PROPOSALS BY THE COMPANY. The disposition
of any and all of the Properties shall be subject to the approval of the Company
in its sole and absolute discretion. The Liquidator shall submit all proposals
and offers for the dispositions of the Properties to the Company for its
approval in its sole and absolute discretion. The Liquidator shall coordinate in
good faith with the Company throughout the approval process for any disposition
and upon receipt of approval of a disposition from the Company, shall use
diligent good faith efforts to assist, coordinate and consummate the sales
process. Each party shall keep the other party informed on a regular basis as to
the status of any contract negotiation, diligence issues and other material
matters related to the sale of any Property.

         SECTION 10.4 INITIATION OF SALES BY THE COMPANY. Nothing set forth in
the terms of this Agreement shall prohibit or otherwise prevent the Company from
initiating or otherwise negotiating a sale of any Property that is not presented
or otherwise solicited by the Liquidator. In the event that the Company
determines to pursue the potential sale of a Property to a Third Party, the
Company shall notify the Liquidator and the Liquidator shall not interfere with
such reasonable efforts of the Company, shall comply with any requests of the
Company to assist in such disposition (consistent with the Liquidator's
obligation under this Agreement) and shall


                                       34
<PAGE>

otherwise use diligent good faith efforts to pursue the completion of such sale
or disposition in such manner as the Company reasonably directs pursuant to this
Section 10.4.

         SECTION 10.5 PARTIES' ACKNOWLEDGEMENT. The Liquidator and the Company
acknowledge that the Company has entered into the following agreements with
respect to the Properties listed on SCHEDULE 10.5 attached hereto: (i) a certain
Purchase and Sale Agreement, dated September 1, 2000, between the Company and
The Prudential Insurance Company of America (the "Prudential Contract"), and
(ii) a certain Letter Agreement, dated August 23, 2000, between the
BBP/Goldenstate Acquisitions, L.L.C. (an affiliate of the Company) and GMS
Realty, Inc. (the "GMS Letter"). The Liquidator and the Company further
acknowledge that nothing in this Agreement is intended to alter the rights and
obligations of the parties under those agreements, and that the Company will
manage and coordinate the additional documentation and consummation of the
transactions contemplated thereby. The Liquidator, in its capacity as the
Liquidator under this Agreement, will not interfere in any way with the
consummation of the transactions contemplated by such agreements. The parties
hereby acknowledge that neither the good faith exercise of rights under or in
accordance with the Prudential Contract nor the good faith disclosure of
information material to such Prudential Contract of which the Liquidator becomes
aware shall constitute "interference". Upon reasonable request by the Company,
the Liquidator will use its good faith commercially reasonable efforts to assist
the Company with any matter in connection with the transactions contemplated by
those agreements.

                      ARTICLE 11 - ASSIGNMENT AND FINANCING

         SECTION 11.1 ASSIGNMENT BY THE LIQUIDATOR PROHIBITED. The Liquidator
shall not suffer or permit any transfer of or encumbrance upon the Liquidator's
interest in this Agreement which shall result in a Prohibited Transfer of any
interest in the Liquidator. A "PROHIBITED TRANSFER" of an interest in the
Liquidator shall mean any transfer or series of transfers or transactions which
causes a "change in management control" of the Liquidator. For purposes of this
Section 11.1 "change in management control" shall mean any merger, sale,
acquisition or other transaction resulting in Coventry Real Estate Partners,
Ltd. and Developers Diversified Realty Corporation, or any successor by merger,
sale of all or substantially all of the assets, or other similar corporate
transaction, no longer having, directly or indirectly, actual control of the
management of the Liquidator.

         SECTION 11.2 COMPANY FINANCINGS. Nothing in this Agreement shall
prohibit the Company from pledging any Property or any portion thereof as
security for borrowings or from using the proceeds of such borrowings for any
purpose. The Liquidator further acknowledges that the Company may elect at any
time or from time to time, to secure or issue publicly or privately placed debt,
debt securities or other certificates, or securities secured by, or representing
a direct or indirect interest in, some or all of the Properties. The Liquidator
agrees, as part of its services hereunder, reasonably to assist the Company in
the structure, documentation and offering of the foregoing and in the
development of information as to the Properties required in connection with the
issuance thereof.


                                       35
<PAGE>

                           ARTICLE 12 - MISCELLANEOUS

         SECTION 12.1 NO LIENS. The Liquidator acknowledges that this Agreement
is not intended and shall not be interpreted to afford the Liquidator any right,
title or interest in any Property other than its right to receive Fees hereunder
and its ownership, if any, of any beneficial interest in the Properties pursuant
to separate documentation. In the event of any dispute between the Company and
the Liquidator regarding the payment or amount of any fees or any other matter
relating to this Agreement, the Liquidator shall in no event place any lien or
notice of lis pendens against any Property or portion thereof. If and to the
extent that the Liquidator would have possessed any such rights to lien or lis
pendens, the Liquidator, as a material inducement to the Company to enter into
this Agreement, hereby unconditionally, irrevocably and absolutely releases and
waives such rights.

         SECTION 12.2 CONFIDENTIALITY. The Liquidator hereto agrees to maintain
the confidentiality of (a) the terms and conditions of this Agreement, (b) any
information provided by the Company to the Liquidator, and (c) all information
contained in the Property records, other than information that is available from
public sources. The Liquidator may, however, disclose any of such information to
its agents, directors, officers, employees, advisors, attorneys, Affiliates or
representatives who require such information for the purpose of performing or
assisting in the performance of its obligations or services hereunder, provided
that such parties shall be informed of the confidential nature of such
information. The Liquidator may also disclose any such information (x) to the
extent required by law or court order provided that such party shall have first,
to the extent reasonably practicable, advised the Company of the requirement to
disclose such information and shall have afforded The Company an opportunity to
dispute such requirement and seek relief therefrom by legal process, (y) in
connection with any suit, action, arbitration or other proceedings between the
parties hereto or their respective Affiliated Persons, or (z) to the extent
required in connection with the preparation or filing of any tax returns or
other filings required by any applicable law. Furthermore, such information may
be disclosed to any prospective investor, member, or partner of the Liquidator
or its Affiliated Persons, or to any lender, any prospective lender, tenant or
purchaser or any consultant engaged in connection with any such transaction,
provided such party is informed of the confidential nature of such information
and the Liquidator takes reasonable steps to ensure that such party executes a
reasonable and customary form of confidentiality agreement if appropriate in
light of the type of information being disclosed. The provisions of this Section
12.2 shall survive the expiration or termination of this Agreement.

         SECTION 12.3      COOPERATION. Should any claim, demand, suit or other
legal proceeding be made or instituted by either party which arises out of any
of the matters relating to this Agreement, each party shall give the other all
pertinent information possessed by such party and reasonable assistance in the
defense or other disposition thereof.

         SECTION 12.4      NOTICES.

                  (a)      Any and all notices, demands, consents, approvals,
offers, elections and other communications required or permitted under this
Agreement (collectively, "notices") shall be deemed adequately given if in
writing and the same shall be delivered either in hand, by telecopier with
written acknowledgment of receipt, or by mail or Federal Express or similar


                                       36
<PAGE>

expedited commercial carrier, addressed to the recipient of the notice, postpaid
and registered or certified with return receipt requested (if by mail), or with
all freight charges prepaid (if by Federal Express or similar carrier).

                  (b)      All notices required or permitted to be sent
hereunder shall be deemed to have been given for all purposes of this Agreement
upon the date of acknowledged receipt, in the case of a notice by telecopier,
and, in all other cases, upon the date of receipt or refusal, except that
whenever under this Agreement a notice is either received on a day which is not
a Business Day or is required to be delivered on or before a specific day which
is not a Business Day, the day of receipt or required delivery shall
automatically be extended to the next Business Day.

                  (c)      All such notices shall be addressed:

                           If to The Company to:

                           Burnham Pacific Properties, Inc.
                           110 West A Street, Suite, 900
                           San Diego CA 92101-3711
                           Attn:    Michael L. Rubin

                           with a copy to:

                           Burnham Pacific Properties, Inc.
                           100 Bush Street, 26th Floor
                           San Francisco, CA 94104
                           Attn:    Scott C. Verges

                           and copies to:

                           Goodwin, Procter & Hoar  LLP
                           Exchange Place
                           Boston, Massachusetts 02109
                           Attn: Gilbert C. Menna, P.C.

                                    -and-

                           Christopher B. Barker, P.C.
                           Telecopier No. (617) 227-8591

                           If to The Liquidator, to:

                           c/o Coventry Real Estate Partners, Ltd.
                           888 Seventh Avenue
                           12th Floor
                           New York, NY  10019
                           Attention: Peter Henkel
                           Telecopier No.  (212) 699-4124


                                       37

<PAGE>

                           And Loren Henry
                           Telecopier No. (216) 755-1577

                           with a copy to:

                           Developers Diversified Realty Corporation
                           3300 Enterprise Parkway
                           Beachwood, Ohio 44122
                           Attention: General Counsel
                           Telecopier No. (216) 755-1678

                           and copies to:

                           Gibson Dunn & Crutcher LLP
                           333 South Grand Avenue
                           Los Angeles, CA 90071-3197
                           Attention: Jesse Sharf & Teresa Farrell
                           Telecopier No. (213) 229-7520

                  (d)      By notice given as herein provided, the parties
hereto and their respective successors and assigns shall have the right from
time to time and at any time during the term of this Agreement to change their
respective addresses effective upon receipt by the other parties of such notice
and each shall have the right to specify as its address any other address within
the United States of America.

                  (e)      Notwithstanding the notice requirements as set forth
in this Section, the Company and the Liquidator acknowledge and agree that for
purposes of verifying the Company's approvals or obtaining instructions from the
Company as required or permitted herein relating to various operating matters
pertaining to the Properties, the Liquidator shall have the right to send by
ordinary mail or overnight carrier or telecopy to the Company any request for
such approval or instructions, and the Company shall have the right to send by
ordinary mail or overnight carrier or to telecopy to the Liquidator the
Company's written approval or instructions, and the Liquidator shall be entitled
to rely upon any and all such approvals or instructions from the Company which
are given to the Liquidator by mail, overnight carrier, telecopy or any other
manner (including but not limited to verbal instructions or approvals with
respect to any matter which does not require written approval under the express
provisions of this Agreement). Notwithstanding the foregoing, no telecopy shall
constitute delivery of notice of default or of termination under this Agreement.
As of the date of this Agreement, the telecopy numbers for the Company and the
Liquidator for purposes of transmitting such requests, instructions and
approvals are as follows:

         The Company:               619-652-4711
         The Liquidator:            212-699-4124

         SECTION 12.5 SUCCESSORS AND ASSIGNS. Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party and all covenants and agreements which are
contained in this Agreement shall be


                                       38
<PAGE>

binding upon and inure to the benefit of the respective successors and assigns
of the parties hereto.

         SECTION 12.6 REMEDIES. Each of the parties hereto recognizes and agrees
that the remedies at law for any breach of the provisions of this Agreement
would be inadequate, and each such party agrees that, for breach of such
provisions, the other party shall, in addition to such other remedies as may be
available at law or in equity or as provided in this Agreement, be entitled to
injunctive relief, to require an accounting and to enforce its rights by an
action for specific performance, all to the full extent permitted by applicable
law.

         SECTION 12.7 SEVERABILITY. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby, but this
Agreement shall be reformed and construed and enforced to the maximum extent
permitted by applicable law.

         SECTION 12.8 ENTIRE CONTRACT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and shall supersede and take the place of any other instruments purporting to be
an agreement of the parties hereto relating to the subject matter hereof. No
amendment, waiver, or surrender of this Agreement shall be valid and binding
unless made in writing and signed by all of the parties thereto; provided,
however, that no amendment, waiver or surrender shall be valid unless consented
to in writing by the holders of the Company's Series 2000-C Convertible Stock
(as long as such shares remain outstanding), which consent of such holders shall
not be unreasonably withheld or delayed, and such holders shall be deemed to be
third party beneficiaries of this Section 12.8. Within five (5) Business Days of
the mutual execution of this agreement, the Company shall provide the Liquidator
with contact information for such holders and shall coordinate in good faith
with the Liquidator to establish a process for obtaining such consent and any
other consent of such holders required elsewhere in this Agreement in a manner
which will not impair or delay the performance by the Liquidator of its
obligations under this Agreement.

         SECTION 12.9 HEADINGS; COUNTERPARTS. Headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof. All nouns, pronouns and verbs used in this Agreement shall be construed
as masculine, feminine, neuter, singular or plural whichever shall be
applicable. Words such as hereof, herein, hereinafter and like shall refer to
this Agreement as a whole and not to the section, paragraph or other part in
which they appear, unless the context otherwise requires. All schedules and
exhibits to this Agreement are incorporated herein by reference and made a part
hereof. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument, and in pleading or proving any provision of this Agreement, it shall
not be necessary to produce more than one of such counterparts.

         SECTION 12.10 APPLICABLE LAW. This Agreement and all other documents
and instruments executed and delivered to evidence, complete, or perfect the
transactions contemplated hereby and thereby will be interpreted, construed,
applied and enforced in accordance with the laws of the State of Maryland
without regard to the principles of conflicts of laws regardless of (a) where
any such instrument is executed or delivered; or (b) where any


                                       39
<PAGE>

payment or other performance required by any such instrument is made or required
to be made; or (c) where any breach of any provision of any such instrument
occurs, or any cause of action otherwise accrues; or (d) where any action or
other proceeding is instituted or pending; or (e) the citizenship, domicile,
principal place of business, or jurisdiction of organization or domestication of
any party; or (f) whether the laws of the forum jurisdiction otherwise would
apply the laws of jurisdiction other than the State of Maryland; or (g) any
combination of the foregoing.

         SECTION 12.11 CHOICE OF FORUM. Any action to enforce, arising out of,
or relating in any way to, any of the provisions of this Agreement shall be
brought and prosecuted solely and exclusively in the federal or state courts
located in the State of New York and the parties consent to the exclusive
jurisdiction of said courts and to service of process by registered mail, return
receipt requested, or by any other manner provided by law.

         SECTION 12.12 TIME OF ESSENCE. Time is of the essence in the
performance of this Agreement. This section 12.12. shall not be construed to
limit or modify any periods of time set forth in this Agreement allowing any
party to time to cure a default before such default becomes an Event of Default.

         SECTION 12.13 LITIGATION EXPENSES. If either party seeks to enforce
such party's rights under this Agreement by legal proceedings or otherwise, the
prevailing party shall recover its own costs and expenses in connection
therewith from the non-prevailing party, including without limitation attorneys'
fees and witness fees.

         SECTION 12.14 USE OF PARTIES' NAME. Neither the Liquidator nor the
Company shall, without the expressed written consent of the other party, use in
any advertising or promotional material for the Properties or for the Liquidator
or make any use in any other way of the name of the Company without such
parties' prior consent. Subject to compliance with applicable law, neither party
shall issue any press release concerning this Agreement without the approval of
the other party, which approval shall not be unreasonably withheld or delayed;
provided however, the parties agree to reasonably cooperate to prepare a press
release concerning this Agreement. The parties shall use good faith commercially
reasonable efforts to provide notice to each other of any SEC or other filings
they intend to make in connection with this Agreement.

         SECTION 12.15 WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY
WAIVES ITS RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY CLAIM, COUNTERCLAIM,
CROSS CLAIM, SETOFF, DEMAND, SUIT, ACTION OR CAUSE OF ACTION BETWEEN THE PARTIES
TO THIS AGREEMENT OR ANY OF THEIR RESPECTIVE AFFILIATED PERSONS (OR ANY
OFFICERS, DIRECTORS, PARTNERS, MEMBERS, MANAGERS, AGENTS, SERVANTS OR EMPLOYEES
OF ANY OF THE PARTIES TO THIS AGREEMENT OR OF ANY OF THEIR RESPECTIVE AFFILIATED
PERSONS) ARISING OUT OF OR IN ANY WAY RELATING TO OR INCIDENTAL TO THIS
AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT, OR ANY
TRANSACTIONS, DEALINGS, COMMUNICATIONS, ACTS OR OMISSIONS BY EITHER PARTY TO
THIS AGREEMENT OR ANY OF THEIR RESPECTIVE AFFILIATED PERSONS (OR ANY OFFICERS,
DIRECTORS, PARTNERS, MEMBERS, MANAGERS, AGENTS, SERVANTS OR EMPLOYEES OF ANY OF
THE PARTIES TO THIS AGREEMENT OR OF ANY OF THEIR RESPECTIVE AFFILIATED


                                       40
<PAGE>

PERSONS) IN CONNECTION WITH OR IN ANY WAY RELATED TO OR INCIDENTAL TO THIS
AGREEMENT, THE PROPERTIES, OR THE OWNERSHIP, MANAGEMENT, LEASING, SALE OR
DISPOSITION OF ANY ONE OR MORE OR ALL OF THE PROPERTIES, IN ALL OF THE FOREGOING
CASES WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE. EACH PARTY AGREES THAT THE OTHER PARTY MAY FILE A
COPY OF THIS WAIVER WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY
AND BARGAINED AGREEMENT OF EACH PARTY IRREVOCABLY TO WAIVE ANY RIGHT TO TRIAL BY
JURY, AND THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE OR
CONTROVERSY WHATSOEVER BETWEEN THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE
AFFILIATED PERSONS (OR ANY OFFICERS, DIRECTORS, PARTNERS, MEMBERS, MANAGERS,
AGENTS, SERVANTS OR EMPLOYEES OF ANY OF THE PARTIES TO THIS AGREEMENT OR OF ANY
OF THEIR RESPECTIVE AFFILIATED PERSONS) SHALL INSTEAD BY TRIED BY A JUDGE
SITTING WITHOUT JURY.

         SECTION 12.16  INTENTIONALLY OMITTED.

         SECTION 12.17 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which, when executed and delivered, which
delivery may be made by telecopier, shall be an original, and all the
counterparts together shall constitute one and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       41
<PAGE>

         WITNESS the execution hereof under seal as of the day and year above
first written.

                                  THE LIQUIDATOR:

                                  DDR REAL ESTATE SERVICES INC.

                                  By: /s/ James A. Schoff
                                      ----------------------------------------
                                      Name: James A. Schoff
                                      Title: Chief Investment Officer

                                  THE COMPANY:

                                  BURNHAM PACIFIC PROPERTIES, INC.

                                  By: /s/ Scott C. Verges
                                      ----------------------------------------
                                      Name: Scott C. Verges
                                      Title: President


                                       42
<PAGE>

                                    EXHIBIT B

                          PROPERTY MANAGEMENT STANDARDS

         The Liquidator shall direct, supervise, manage and maintain the
Properties and develop, institute and follow programs and policies to facilitate
the management of the Properties in compliance with this Agreement. The
management services shall include the performance in all material respects of
all material obligations of the Company as landlord under all present and future
tenant leases ("Leases") and under all other material contracts affecting the
Properties, including, without limitation, any and all development agreements,
permits, governmental approvals and certificates of occupancy at the Properties
and all warranties, guaranties and service contracts and agreements relating to
the maintenance and operation of the Properties ("Contracts") (the Leases and
the Contracts are collectively referred to as the "Basic Documents"). The
management services shall also include the supervision and oversight of any
construction of capital or tenant improvements designated in a written work
order by the Company (collectively, "Designated Improvements"). The Liquidator
shall use good faith commercially reasonable and diligent efforts to prevent the
use of the Property for any purpose or in any manner that might void any policy
of insurance held by the Company, that might render any loss insured thereunder
uncollectible or that would be in violation of any law or governmental
restriction or the provisions of any Lease.

         1. GENERAL STANDARD OF SERVICES. The Liquidator shall use good faith
commercially reasonable efforts and act diligently in a manner consistent with
professional management standards as manager of the Properties, and shall
perform its duties hereunder in conformity with this Agreement. The services of
the Liquidator under this Agreement are to be of a scope and quality not less
than those generally performed by professional managers of other properties of
substantially comparable location, class, size and standing in the market area
as the applicable Property .

         2. SPECIFIC SERVICES OF LIQUIDATOR. Without limiting the generality of
the provisions of Paragraph 1 and subject at all times to the procedures and
directions set forth in this Agreement (as may be revised or amended from time
to time), the Liquidator shall do all of the following:

                  a.       RENT. The Liquidator shall (i) use good faith
commercially reasonable efforts to ensure that all rents and other monies
(including billings resulting from tenant participation in operating expenses,
taxes and common area maintenance charges) payable under the Leases are paid by
tenants of the Property, either to the Liquidator directly or to any lockbox (a
"PROPERTY LOCKBOX") required by the terms of a loan to the Company, as and when
such amounts become due and payable, (ii) adjust rentals and other required
payments where adjustment is contemplated by the applicable Leases, (iii) notify
the Company and tenants of such adjustments, and (iv) sign and serve in the name
of the Company such notices including, without limitation, letters demanding
past-due rents and other monies, as are required by the Company's procedures.
The Liquidator shall identify and use good faith commercially reasonable efforts
to collect any income due the Company from miscellaneous services provided to
tenants or the public, including, without limitation, parking, tenant storage
and retail income,


                                       43
<PAGE>

if any. All monies so collected shall be deposited immediately in the Property
Lockbox or lender lockbox account. In addition to the foregoing, not later than
sixty (60) days after the closing of each annual reporting period, and to the
extent permitted or required by Leases, the Liquidator shall provide to the
Company a draft of the reconciliation statement for the Company of the
Properties of actual expenditures for the annual reporting period. Following the
Company's approval or modification of the foregoing, but not later than ninety
(90) days after the closing of each annual reporting period, the Liquidator
shall provide each tenant with an approved reconciliation statement of actual
expenditures for the annual reporting period. In addition, the Liquidator shall
provide each tenant with all notices required under the Leases.

                  b.       COLLECTIONS. The Liquidator shall undertake the
periodic billing of rents and monetary payments of every kind and form due from
tenants of the Properties, and thereafter shall use good faith commercially
reasonable efforts to collect all such rents and other payments. At the
Company's request, the Liquidator shall also advise the Company of the need for
percentage rent audits of any tenant of the Properties and shall coordinate the
performance of such audits of percentage rents payable by tenants of the
Properties. The Liquidator shall not terminate any lease, lock out any tenant,
institute any suit for rent or for use and occupancy, provide notice by legal
service to pay rent or quit or institute proceedings for recovery of possession
without the prior written approval of the Company. Only legal counsel designated
by the Company shall be retained in connection with any such suit or proceeding,
and the Liquidator upon request shall recommend legal counsel and furnish the
Company with the estimated costs of legal services to be incurred in bringing
such suit or proceeding. Unless otherwise specified by the Company in writing,
the Company shall manage and coordinate any such suit or proceeding. If any
tenant of the Properties is delinquent in any payment due to the Company or is
otherwise in default under the terms of its lease for a period of more than
thirty (30) days, the Liquidator shall immediately notify the Company.

         3.       Maintenance.

                  a.       PROPERTY MAINTENANCE. The Liquidator shall maintain
or cause to be maintained (to the extent not maintained by tenants) the
Properties and common areas thereof, external and internal, in good and clean
condition and repair as other properties of substantially comparable location,
class, size and standing in the market area of the applicable Property,
including, without limitation, all sidewalks, signs, mechanical, electrical and
other systems, parking lots and landscaping; provided, however, that no
maintenance expenses, repairs or alterations which are not addressed in the
Approved Budget shall be incurred or undertaken without the prior written
consent of the Company. If the Company so elects in its sole and absolute
discretion, all maintenance, repairs or alterations requiring expenditures in
excess of Twenty Five Thousand Dollars ($25,000) shall be planned and supervised
by an architect, designer, inspector, engineer, construction manager or general
contractor selected by the Company in its sole and absolute discretion. If the
Company requests, the Liquidator shall recommend qualified persons to provide
such services. The Liquidator shall arrange, as may be necessary or appropriate
from time to time, for periodic roofing inspections and inspections of the
building systems by independent contractors. The Liquidator shall be responsible
for obtaining all required tenant and adjacent owner consents with respect to
the performance of any repair, maintenance or capital improvement work.


                                       44
<PAGE>

                  b.       EMERGENCIES. Notwithstanding anything to the contrary
in this Agreement, in the event of an emergency in which there is an immediate
danger to persons or property or in which action is required in order to avoid
suspension of services, the Liquidator shall take such action as is reasonable
and prudent under the circumstances. The Liquidator shall be reimbursed promptly
for any reasonably necessary expenses incurred in such action, even if not in an
Approved Budget, so long as the Liquidator attempts to consult with the Company
in advance and, in any event, notifies the Company in writing within 48 hours of
taking such action explaining the reasons therefor.

                  c.       CONTRACTS. Subject to other provisions of this
Agreement, the Liquidator shall negotiate and, with the Company's prior written
approval, execute all necessary or desirable utility, supply, service, vending
and related contracts and equipment leases for the Properties. The Liquidator
shall not execute any contract or other agreement affecting a Property without
the Company's prior written consent; provided, however, that the Company's
consent shall not be required with respect to any utility or service contract
(other than security service contracts) which (i) is entered into in the usual
course of business, (ii) has a term of one year or less, (iii) is terminable on
no more than thirty (30) days prior notice, without penalty, (iv) is
specifically provided for in the Approved Budget, and (v) provides for payments
in an amount less than $50,000 in any calendar year. Without limiting the
foregoing, each contract or agreement executed by the Liquidator pursuant to
this paragraph shall contain a 30-day (or shorter) cancellation clause
exercisable by the Company without cause and without penalty or fee, unless
otherwise approved in writing by the Company. All such utility, supply, service,
vending and related contracts and equipment leases shall be in the name of the
Company and executed by the Liquidator as agent on behalf of the Company. The
Liquidator shall not hold itself out as having the authority to approve any
contract or agreement without the prior approval of the Company except as
provided above.

                  d.       PURCHASES. The Liquidator shall supervise and
purchase or arrange for the purchase of all reasonable inventories, provisions,
supplies and operating equipment which are provided for in the Approved Budget
or otherwise specifically approved by the Company. To the extent available, the
Liquidator shall turn over to or obtain for the Company all volume purchasing
benefits and discounts available to the Liquidator, the Company or properties of
the size and class of the applicable Property.

         4.       Operating and Capital Expenses.

                  a.       OPERATING EXPENSES. The Liquidator shall pay from the
Company's funds, in a commercially reasonable manner, all operating expenses of
the Property (not paid directly by tenants) with funds from the Property Bank
Accounts in accordance with the terms of this Agreement.

                  b.       CAPITAL EXPENSES. The Liquidator shall recommend that
the Company purchase major items of new or replacement equipment when the
Liquidator believes such purchase to be necessary or desirable. The Company
shall authorize the Liquidator to purchase and install the items the Company
approves (subject to any supervision and specification requirements and
conditions prescribed by the Company). If the Company so elects in its sole and
absolute discretion, any capital improvement project costing more than Twenty
Five


                                       45
<PAGE>

Thousand Dollars ($25,000) shall be planned and supervised by an architect,
designer, inspector, engineer, construction manager or general contractor
selected by the Company in its sole and absolute discretion. If the Company
requests, the Liquidator shall recommend qualified persons to provide such
services. Unless specifically included in the Approved Budget or responding to
an emergency when permitted hereunder, all capital expenditures must be
authorized by the Company in writing in advance.

                  c.       SECURITY. The Liquidator shall maintain or cause to
be maintained a security program designed to be adequate for the needs of the
Properties. The Liquidator shall promptly notify the Company of any incidents or
conditions which reflect on or affect the adequacy of the security provisions
for the Properties, and shall make recommendations to the Company with respect
to security matters. At the Company's request, the Liquidator shall report all
incidents involving property damage to the Company's insurance carrier, with a
copy to the Company. All contracts for the performance of security services
shall be subject to the Company's prior written approval.

                  d.       TAXES. The Liquidator shall obtain and verify bills
for real estate and personal property taxes, sales taxes on rental payments,
improvement assessments or bonds and other like charges which are or may become
liens against all or any part of the Properties (collectively, "Taxes") prior to
delinquency. The Liquidator shall cause all bills to be paid for Taxes prior to
delinquency. If the Company elects to contest any Taxes, the Company shall
notify the Liquidator and the Liquidator shall not pay the Taxes until directed
by the Company. At the Company's request, the Liquidator shall cooperate with
the Company's efforts to conduct any appeal of Taxes.

                  e.       COMPLIANCE WITH THE COMPANY'S OBLIGATIONS. The
Liquidator shall manage the Properties in compliance with all material terms and
conditions of any ground lease, space lease, mortgage, deed of trust or other
security instrument affecting the Property, if any, of which the Liquidator has
knowledge. The Liquidator shall not make payments on account of any ground
lease, space lease, mortgage, deed of trust or other security instrument
affecting the Property, if any, unless set forth in the Approval Budget or
specifically instructed to do so by the Company in writing.

                  f.       LICENSES AND PERMITS. The Liquidator shall obtain all
licenses, permits, certificates, consents, approvals or other entitlements
required for the operation of the Property (collectively, "Licenses"). The
Liquidator shall provide the Company with copies of all completed initial or
renewal License applications for the Company's approval and the Company's
signature, if necessary, not less than 30 days prior to the date such
applications are due. All Licenses shall be obtained in the Company's name
whenever possible. Any Licenses obtained in the name of the Liquidator shall be
held on behalf of the Company, and upon termination of this Agreement, the
Liquidator shall transfer or assign all such Licenses to the Company or to such
person as the Company may direct at no cost to the Company.

                  g.       NOTICE AND COOPERATION IN LEGAL PROCEEDINGS. The
Company and the Liquidator each shall give prompt notice to the other of the
commencement of any action, suit or other legal proceeding against the Company
or against the Liquidator with respect to the operations of the Properties or
otherwise affecting the Properties. The Liquidator shall fully


                                       46
<PAGE>

cooperate, and shall use reasonable efforts to cause all of its employees to
fully cooperate, in connection with the prosecution or defense of all legal
proceedings affecting the Properties, provided that the Liquidator shall be
reimbursed by Company for discovery production, deposition appearances and
appearing at trial when requested by the Company.

                  h.       CONSTRUCTION FACILITATION. The Liquidator shall be
responsible for (a) coordinating and facilitating the planning, and (b)
facilitating the performance of all construction (including, without limitation,
all maintenance, repairs and alterations described herein, capital improvement
projects described herein, tenant improvements, tenant refurbishments and common
area refurbishments) required to be constructed by the Company after the date of
this Agreement (collectively, "Construction Projects"), regardless of whether or
not any such Construction Project arises out of a lease executed prior to the
date of this Agreement. Such coordination and facilitation services shall
include, for example and not by way of limitation, retaining architects,
engineers or other consultants, assisting in the development of repair, capital
improvement or tenant space plans, cost estimating, advising The Company with
respect to the need for a general contractor, construction manager or other
consultant, posting (and recording if necessary or desirable) appropriate
notices of non-responsibility, providing notices of construction to affected
tenants and mitigating the effects of construction on such tenants, and
providing contractors, vendors and other Construction Project-related personnel
with access to the Property, parking and staging areas and necessary utilities
and services. In addition to the Fees described in Exhibit D of this Agreement
and except as provided below, the Company shall pay to the Liquidator a
construction management fee for all Construction Projects having an aggregate
cost greater than Fifty Thousand Dollars ($50,000) equal to five percent (5%) of
the hard and soft costs of such Construction Project (the "Construction Fee").
The Construction Fee shall be payable monthly, one month in arrears, commencing
upon the last day of the first full month after the Company obtains the
shareholder approval contemplated by Section 2.1(c). Hard and soft costs of
construction of Construction Projects shall include all costs other than the
cost of the land, including, but not limited to the following: (i) costs of
labor, materials, contractor overhead and contractor profit; (ii) architectural
fees; and (iii) legal, design, permitting and engineering fees. Notwithstanding
the foregoing, no Construction Fees shall be payable to the Liquidator in
connection with any Construction Project at a Property (and the Liquidator shall
not be responsible to pay any Third Party any construction management fees), so
long as such Property is then subject to the terms of the Prudential Contract;
provided, however, that if the Prudential Contract is terminated with respect to
such Property as a result of (x) the failure to obtain a required Third Party
consent or waiver to the sale of such Property pursuant to the Prudential
Contract (e.g. the consent of a lender), (y) the default of the seller
thereunder or (z) a court order enjoining or prohibiting such sale, then
promptly following such termination the Company shall pay the Construction Fees
to the Liquidator which would have been payable but for the foregoing provisions
of this sentence and thereafter the restrictions set forth in this sentence
shall not apply to such Property..

                  i.       ENFORCEMENT OF LEASES. The Liquidator shall use good
faith commercially reasonable efforts to enforce compliance by tenants with each
and all of the terms and provisions of the Leases. The Liquidator may, with
prior written consent of the Company in each instance, which consent may be
withheld by the Company in its sole discretion, or shall at the Company's
discretion, institute legal proceedings in the name of the Company to enforce


                                       47
<PAGE>

Leases or dispossess tenants or others occupying the Properties or any portion
thereof. Liquidator shall monitor, cooperate with and review the results of any
CAM audit conducted by or on behalf of any tenant of the Properties. If any CAM
audit results in a reduction of Gross Revenues, then Liquidator shall promptly
refund to the Company any overpayment of any Fee.

         5.       Environmental.

                  a.       NOTICE. Liquidator shall promptly advise the Company
in writing of any information concerning actual or potential non-compliance with
any Hazardous Materials Laws (as hereinafter defined), occurring in, on or at
the Properties, or to Liquidator's knowledge, in/on or at any property adjacent
to or in the vicinity of the Properties, together with a written report of the
nature and extent of the non-compliance and the potential damage to the
applicable Property or the property adjacent to the Properties.

                  b.       INSPECTION. During any inspections of the Property
conducted by the Liquidator pursuant to Section 2.9 of this Agreement or
otherwise, Liquidator shall use good faith commercially reasonable efforts to
determine whether any tenants, or any other persons, are or have been storing,
handling, transporting, generating, manufacturing, using, dumping, releasing or
discharging any Regulated Substances (as hereafter defined) in, on or at the
Property and, if so, Liquidator shall promptly advise the Company in writing of
that fact.

                  c.       RIGHTS; LIMITATIONS. Liquidator shall use
commercially reasonable efforts to enforce the Company's rights under the tenant
leases of space at the Properties insofar as any such tenant's compliance with
Hazardous Materials Laws is concerned; provided, however, Liquidator shall not
retain environmental consultants or other professionals or otherwise initiate
environmental reviews by any third parties without the Company's prior written
consent. Liquidator shall hold in confidence all information bearing on
Hazardous Materials Laws and Regulated Substances except to the extent expressly
instructed otherwise in writing by the Company, or except to the extent
necessary to protect against the imminent threat to the life and safety of
persons and/or damage to the Property or damage to the property adjacent to or
in the vicinity of the Property.

                  d.       DEFINITION. The term "Regulated Substances" means any
chemical, material or substance defined as, or included in the definition of
"hazardous substance" "hazardous wastes," "extremely hazardous waste,"
"restricted hazardous waste," or "toxic substances" or words of similar import
under any environmental laws, the regulations adopted thereunder or publications
promulgated pursuant thereto, including, but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Sec. 9601, et seq.; the Hazardous Materials Transportation Act, as
amended, 49 U.S.C. Sec. 1801, et seq.; the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. Sec. 6901, et seq.; the Federal Water Pollution
Control Act, as amended, 33 U.S.C. Sec. 1251, et seq.; and applicable state and
local statutes (the "Hazardous Materials Laws"). Without limiting the generality
of the foregoing, the term "Regulated Substances" includes (a) any oil,
flammable substances, explosives, radioactive materials, hazardous wastes or
substances, toxic wastes or substances or any other materials or pollutants
which (i) pose a hazard to any Property or to persons on or about any Property
or (ii) cause any Property to be in violation of any Hazardous Materials Laws;
(b) asbestos in any form which is or could become friable; (c) urea


                                       48
<PAGE>

formaldehyde foam insulation; (d) transformers or other equipment which contain
polychlorinated byphenyls; and (e) Radon gas in amounts which will cause
buildings erected on any Property to exceed applicable limits. The term
"Regulated Substances" also includes any other chemical, material or substance,
exposure to which is prohibited, limited or regulated by any governmental
authority or may or could pose a hazard to the health and safety of the
occupants of any Property or the owners and/or occupants of the property
adjacent to or surrounding any Property.

                  e.       COMPANY ACKNOWLEDGMENT. The Company acknowledges that
the Liquidator is not an environmental consultant and does not have expertise or
qualifications in the field of Hazardous Materials. Therefore, in the
performance of its services as set forth herein the Liquidator shall be held to
the standard of a property manager possessing the knowledge and experience of
similar property managers in the area of Hazardous Materials and shall not be
considered an expert nor be expected to exercise any special degree of
knowledge, skill or experience in the identification or management of Hazardous
Materials. The Company agrees to notify the Liquidator if the Company becomes
aware of the presence of any Hazardous Materials on, in or at the Properties.
The Company authorizes the Liquidator to disclose to existing and potential
tenants the Company's information regarding the presence of Hazardous Materials
on, in or at the Properties to the extent required by applicable law.

         6. ADVERTISING. At the Company's request, the Liquidator shall prepare
advertising plans and promotional material to be used to further rentals and to
promote the Property. Such plans or material shall only be used if approved in
advance in writing by the Company, and in conformance with such approval. The
Liquidator shall not use the Company's name in any advertising or promotional
material without the Company's express prior written approval in each instance.
The Liquidator shall also provide to the Company any demographic or marketing
studies prepared by the Liquidator that are relevant to the Property at the
Company's cost. At the Company's request, the Liquidator shall supervise any
merchant association or marketing funds relating to the Property.

         7. GENERAL. The Liquidator shall provide such direction, supervision,
professional management and in-house consulting staff services as may be
necessary or desirable to manage the Properties in a manner at least equal to
that which is customary and usual in the operation of other properties of
substantially comparable location, class, size and standing in the market area
of the applicable Property, and shall provide such property management services
for the Property as are consistent with the Property's size and existing
facilities. Subject only to those express limitations set forth in this
Agreement, the Liquidator shall have control and discretion in the management of
the Properties and in the provision of the services described in this Agreement.


                                       49
<PAGE>

                                    EXHIBIT D

                                 LIQUIDATOR FEES

PROPERTY MANAGEMENT FEE

         As compensation for the property management services to be rendered by
the Liquidator hereunder in accordance with the terms of this Agreement through
the date upon which the Company disposes of all of its assets or distributes any
remaining assets to a liquidating trust established by the Company pursuant to
the Plan of Liquidation to hold the Company's remaining assets and discharge the
Company's remaining liabilities (the "LIQUIDATING TRUST"), or, if earlier, the
termination of this Agreement (the "TERMINATION DATE"), the Company agrees to
pay to the Liquidator a property management fee equal to four percent (4%) of
the Gross Revenues received from the Properties (the "PROPERTY MANAGEMENT FEE"),
paid in accordance with Section 7.1. The Property Management Fee shall be paid
in consecutive monthly installments as and when said Gross Revenues are
received. The term "Gross Revenues" shall mean the total gross monthly
collections of rent and tenant reimbursements received from the Properties,
including only the following: base rents, percentage rents and reimbursements of
taxes, insurance or common area maintenance charges for which a tenant is liable
under its lease. Gross Revenues shall not include the following: (i) receipts
from the operation or rental of parking facilities, (ii) business interruption
or rental loss proceeds, (iii) any payment of money by a tenant in consideration
for or in conjunction with a security, rental or other deposit (unless and until
actually applied as rent), (iv) payments in connection with the termination,
cancellation, expiration, renewal, extension or modification of a tenant's lease
in excess of past due rent accrued for such tenant during the term of this
Agreement, (v) property insurance loss proceeds, (vi) remodeling and tenant
improvement charge costs, (vii) condemnation proceeds, (viii) proceeds received
by the Company in connection with the sale of any portion of any Property or the
refinancing of any indebtedness secured by a lien on any portion of any
Property, or (ix) direct payments of taxes or insurance by any tenant of any
Property. Any advance rental payments (not to exceed 30 days in advance of their
due date) shall be included in Gross Revenues when received.

ASSET MANAGEMENT FEE

         As compensation for the asset management services to be rendered by the
Liquidator hereunder through the Termination Date, the Company agrees to pay to
the Liquidator an asset management fee equal to two percent (2%) of the Gross
Revenues received from the Properties (the "ASSET MANAGEMENT FEE"). The Asset
Management Fee shall be paid in consecutive monthly installments as and when
said Gross Revenues are received.

DISPOSITION INCENTIVE FEE

         In addition to the Property Management Fee and the Asset Management Fee
set forth above, if, when and to the extent that Liquidating Distributions (as
such term is defined below) are made to the common shareholders of the Company
in excess of $7.50 per share, the Liquidator shall be paid a disposition
incentive fee (the "DISPOSITION INCENTIVE FEE") equal to ten


                                       50

<PAGE>

percent (10%) of the amount by which the actual aggregate amount of the per
share Liquidating Distributions to the common shareholders exceeds $7.50 per
share. For purposes of calculating the Disposition Incentive Fee, the term
"LIQUIDATING DISTRIBUTIONS" shall mean an amount equal to the sum of (x) all
distributions to the Company's common shareholders made on any date during
the period commencing on September 1, 2000 and ending on December 31, 2000 in
excess of an amount equal to the net operating income for the fiscal quarter
in which such distribution is made (taking into consideration any other
distributions made in such quarter) less other non-property cash expenses
including, but not limited to, interest, severance, so-called "G&A" and
corporate overhead asset management fees, settlement of shareholder and other
lawsuits, environmental remediation costs, distributions and other payments
to holders of preferred shares or preferred units, in each case to the extent
such deducted amounts were not taken into consideration in determining net
operating income and (y) all distributions to the Company's common
shareholders made from and after January 1, 2001 in excess of taxable income
available to the Company's common shareholders (i.e., net of dividends,
distributions and other similar amounts paid to holders of the preferred
shares, and excluding gains or losses from a sale of the Properties) in
accordance with the 1099s issued by the Company to its common shareholders
which shall have been reviewed by a Big 5 accounting firm. Payment shall be
made within 30 days following the date the Company issues 1099s to its common
shareholders (subject to subsequent adjustment in the event required in
connection with any audit thereafter). The Disposition Incentive Fee shall be
payable at such time as the aggregate amount of Liquidating Distributions
made to shareholders exceeds $7.50 per share (as may be adjusted for any
stock split, reverse stock split or similar event occurring after the date
hereof), in which event, the Liquidator shall receive an amount equal to ten
percent (10%) of all Liquidating Distributions in excess of $7.50. The
parties acknowledge that Liquidating Distributions shall continue until the
Company shall file all final reports, returns or other filings with all
governmental authorities, including but not limited to the IRS and the SEC.

                                       51
<PAGE>

                                    EXHIBIT E

                            NON-REIMBURSABLE EXPENSES

         Except (i) as specifically provided in the Agreement, (ii) specifically
provided in an Approved Budget, or (iii) expenses that can be passed through to
tenants of the Properties as a reimbursable operating expense, and those
expenses the Company and the Liquidator reasonably agree are property level
reimbursable expenses in accordance with the then prevailing local standards for
customary property management agreements notwithstanding that such expenses
cannot be passed through to the tenants, , Liquidator shall bear all costs and
expenses incurred in rendering all overall supervisory services, rent and other
collection, lease enforcement (exclusive of court costs and attorneys' fees and
as otherwise provided in Section 4(g) of EXHIBIT B attached hereto), lease
termination, management, construction oversight and facilitation, accounting,
bookkeeping and record keeping, and no such costs or expenses shall be charged
to the Company. Without limiting the foregoing, the Company shall not be
responsible for any of the following costs or expenses:

                  (a) WAGES. All costs of gross salary and wages, payroll taxes,
         insurance, worker's compensation and other costs of Liquidator's office
         and executive personnel (other than full-time or part-time on-site
         personnel whose positions and salaries are specifically authorized in
         an Approved Budget);

                  (b) OUT OF POCKET COSTS. All out-of-pocket costs incurred as a
         result of Liquidator's breach of this Agreement, or as a result of the
         gross negligence or willful misconduct of Liquidator or any of its
         Affiliated Persons, employees, independent contractors, agents or other
         representatives performing services in connection with this Agreement;

                  (c) SUPPLIES All costs of forms, accounting materials,
         administrative materials, papers, ledgers and other office supplies and
         office equipment, all costs of Liquidator's data processing equipment,
         and all costs of data processing, copying, postage and delivery costs;

                  (d) ACCOUNTING. All costs of Liquidator's internal bookkeeping
         and accounting relating to the Properties, as opposed to the Company's
         Third Party auditors; and

                  (e) TRANSPORTATION. All transportation costs of Liquidator's
         personnel (other than for transportation for full-time or part-time
         on-site personnel whose positions and salaries are specifically
         authorized in an Approved Budget).


                                       52