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                                                                  Exhibit 10.3


BURNHAM PACIFIC

                                  May 31, 2000

Mr. Joseph Wm. Byrne
100 Bush St., Suite 2400
San Francisco, CA 94104

         Re:      SEPARATION AGREEMENT

Dear Mr. Byrne:

         This document, upon your signature, will constitute the agreement
between you, Joseph Wm. Byrne ("Byrne") and Burnham Pacific Operating
Partnership, L.P., BPP Services, Inc. and Burnham Pacific Properties, Inc.
(collectively, the "Company"), on the terms of your separation from employment
with the Company. It is understood that both parties want to preclude any
dispute between them arising from your employment, your separation or any other
matter with the Company.

         1.       It is understood and agreed that:

                  a.       May 31, 2000 will be your last day of employment with
                           the Company (the "Effective Termination Date").

                  b.       You will be compensated at your current salary and
                           continue to receive all of your current benefits
                           (including, medical insurance, dental insurance, 401K
                           and other current benefits) through the Effective
                           Termination Date.

                  c.       As of the Effective Termination Date, you will cease
                           to have any executive authority and/or signing
                           authority on behalf of the Company or its
                           subsidiaries. In addition, you shall no longer carry
                           the title of Executive Vice President or Chief
                           Operating Officer.

                  d.       Effective June 1, 2000, your office will be relocated
                           to Suite 1400 (Katherine Banta's former office) on
                           the 14th floor of 100 Bush Street, San Francisco,
                           California (the "New Office").


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Mr. Joseph Wm. Byrne
May 31, 2000
Page 2

                  e.       Effective June 1, 2000, you will have no further
                           rights under that certain Senior Executive Severance
                           Agreement dated as of June 30, 1999, as amended (the
                           "Severance Agreement"), and such Severance Agreement
                           shall be deemed terminated as of June 1, 2000.

                  f.       Effective June 1, 2000, you will have no further
                           rights under that certain Phantom Shares Agreement
                           dated as of August 1, 1999, as amended (the "Phantom
                           Agreement"), and such Phantom Agreement shall be
                           deemed terminated as of June 1, 2000.

                  g.       Effective June 1, 2000, you will have no further
                           rights as a member or otherwise under that certain
                           Limited Liability Company Agreement of Burnham
                           Pacific Employees LLC, dated as of June 1, 1999, as
                           amended (the "LLC Agreement"), and, pursuant to
                           Section 7.02 of such LLC Agreement, the Units held by
                           you shall automatically cease to be issued and
                           outstanding as of June 1, 2000.

                  h.       Effective June 1, 2000, you will cooperate with J.
                           David Martin to accommodate the transfer of your
                           shares in BPP Services, Inc. to Mr. Martin pursuant
                           to the terms of the applicable documents of BPP
                           Services, Inc. In consideration for the terms of this
                           Separation Agreement, the transfer price for all of
                           such shares pursuant to Section 11.03 of the
                           applicable documents shall be stipulated to be
                           $1,500.00.

         2. In order to assist you in making this transition, and in
consideration of your acceptance of this Separation Agreement by your signing
and returning this Agreement within the stated time period, and relinquishing
your rights under the agreements recited in Paragraph 1 above, the Company will
provide the following:

                  a.       During the period from the Effective Termination Date
                           until July 31, 2000, the Company will provide you
                           with the exclusive right to occupy the New Office,
                           the right to parking in the building, and the right
                           to use the office equipment located in the New Office
                           as of the Effective Termination Date (including
                           computer, phone, and voicemail).

                  b.       Commencing on the Effective Termination Date and
                           continuing until May 31, 2001, the Company will pay
                           your monthly COBRA premium. COBRA benefit information
                           will be provided to you.


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Mr. Joseph Wm. Byrne
May 31, 2000
Page 3

                  c.       At the Company's election, the Company will issue a
                           press release subject to approval by both parties.

                  d.       Except to the extent arising out of Byrne's gross
                           negligence or intentional misconduct, the Company
                           shall indemnify, defend and hold Byrne harmless from
                           any and all loss, cost, damage or expense arising out
                           of, or related to the ownership, management or
                           development of any of the Company's properties.

                  e.       Following the full execution of this Separation
                           Agreement, the parties shall each fully cooperate
                           with the other to answer questions, participate in
                           meetings, provide testimony and provide information
                           relating to activities of Byrne or the Company during
                           the term of Byrne's employment.

                  f.       As a severance payment, the Company shall pay to you,
                           in the manner described below, the sum of Two Hundred
                           Fifty Thousand Dollars ($250,000.00) (the "Severance
                           Payment"). The Severance Payment shall be paid in
                           twelve equal installments, commencing on June 6, 2000
                           and on the first day of each month thereafter until,
                           and including, May 1, 2001; provided, however that
                           within 15 days after the occurrence of a Change in
                           Control (as defined in the Severance Agreement), any
                           unpaid portion of the Severance Payment shall be paid
                           to Byrne and the Company shall have no further
                           obligation to pay the Severance Payment to Byrne. The
                           Severance Payment shall be reported on IRS form 1099.

         3. The parties agree not to disclose the terms of this Separation
Agreement, the benefits being paid under it or the facts of these payments,
except that the parties may disclose this information to those individuals that
have a need to know in order for them to render professional or financial
services or as may be required by law, rule or regulation.

         4. You also agree to preserve as confidential and not use or disclose
any of the Company's trade secrets, confidential knowledge, data or other
proprietary information relating to technology, customers, products, business
plans, financial or organizational information or other subject matter
pertaining to any business of the Company or any of its clients, customers, or
licensees from this day forward.

         5. You agree to unconditionally and forever release, and discharge the
Company and all its subsidiaries, officers, directors, and employees, and each
of them, of and from any


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Mr. Joseph Wm. Byrne
May 31, 2000
Page 4

and all debts, claims, liabilities, demands and cause of action of every kind,
nature and description, including but not limited to any claim under federal,
state or local law, including the Age Discrimination in Employment Act, the
Family Medical Leave Act and any other laws pertaining to employment or
employment discrimination which you have or may have or could assert against the
Company as of the date of the Agreement. In addition, the Company
unconditionally and forever releases, and discharges you of and from any and all
debts, claims, liabilities, demands and cause of action of every kind, nature
and description, which the Company has or may have or could assert against you
as of the date of the Agreement, except to the extent arising out of your gross
negligence or intentional misconduct.

         6. It is further understood and agreed that as part of the
consideration and inducement for the execution of this Agreement, you and the
Company specifically waive the provisions of section 1542 of the California
Civil Code, and any equivalent law of any state, which reads as follows:

                  "A general release does not extend to claims which the
                  creditor does not know or suspect to exist in his favor at the
                  time of executing the release, which if known by him must have
                  materially affected his settlement with the debtor."

         7. You represent that no promise, inducement or other agreement not
expressly contained in this Separation Agreement has been made conferring any
benefit upon you; that this Separation Agreement contains the entire agreement
between us with respect to any benefit conferred upon you; and that all prior
agreements; understandings, oral agreements and writings are expressly
superseded by this Separation Agreement and are of no further force and effect.

         8. This Separation Agreement is entered into governed by the laws of
the state of California.

         9. You will have until 9:00 a.m. on May 31, 2000, to accept the terms
of this Separation Agreement. Should you have any questions regarding the
release terms and conditions contained in this Agreement, you are advised to
consult with your own personal legal/tax advisor.


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Mr. Joseph Wm. Byrne
May 31, 2000
Page 5

         10. To accept this Agreement, please date and return it to Scott C.
Verges in the enclosed confidential envelope.

                                                 Sincerely,

                                                 /s/ J. David Martin

                                                 J. David Martin
                                                 President

By signing this letter, I acknowledge that I have had an opportunity to review
this Separation Agreement carefully, consult with advisors of my choice, that I
understand the terms of the Separation Agreement and I voluntarily agree to
them.

/s/ JOSEPH WM. BYRNE                                 May 31, 2000
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JOSEPH WM. BYRNE