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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY



                         EXCHANGE AGREEMENT dated as of August 31, 2000 (this
                    "AGREEMENT"), among BURNHAM PACIFIC PROPERTIES, INC. (the
                    "COMPANY"), BURNHAM PACIFIC OPERATING PARTNERSHIP, L.P. (the
                    "OPERATING PARTNERSHIP"), WESTBROOK BURNHAM HOLDINGS, L.L.C.
                    ("WESTBROOK HOLDINGS"), WESTBROOK BURNHAM CO-HOLDINGS,
                    L.L.C. ("WESTBROOK CO-HOLDINGS", and, together with
                    Westbrook Holdings, "WESTBROOK"), BLACKACRE SMC MASTER
                    HOLDINGS, LLC ("BLACKACRE").


          WHEREAS the parties hereto wish to set forth certain agreements
relating to the liquidation of the assets of the Company, the rights of the
Preferred Stockholders (as defined below) regarding such liquidation;

          NOW, THEREFORE, for and in consideration of the mutual agreements
contained in this Agreement and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties hereto
hereby agree as follows:

          SECTION 1. DEFINITIONS. As used in this Agreement, the following terms
have the meanings specified below:

          "ACQUISITION PROPOSAL" means any proposal made by a third party to
     acquire, directly or indirectly, including pursuant to a tender offer,
     exchange offer, merger, consolidation, business combination,
     recapitalization, liquidation, dissolution or similar transaction, for
     consideration consisting of cash and/or securities, more than 20% of the
     combined voting power of the shares of the Company's capital stock then
     outstanding or all or substantially all the assets of the Company.

          "AGREEMENT TO CONTRIBUTE" means the Agreement to Contribute dated as
     of December 5, 1997 among Blackacre, the Operating Partnership, the Company
     and the other parties thereto.

          "ANNUAL MEETING" means the next annual meeting of the Company's
     stockholders after the date hereof.

          "APPROVED MODIFICATION" means a modification to the Plan or the Plan
     Details required due to or resulting from a failure to consummate the
     Coventry Sale or the Golden State Sale in accordance with the Plan Details;
     PROVIDED that any replacement or alternate plan and/or arrangements for the
     liquidation of the assets involved in the Coventry Sale or the Golden State
     Sale, as the case may be, or any modification in Section 6 of the Plan
     shall be subject to the approval of the Preferred Stockholders in their
     sole discretion.

          "ARTICLES SUPPLEMENTARY" means the Articles Supplementary of the
     Company relating to the Series 2000-C Convertible Preferred Stock, attached
     hereto as Exhibit C.

          "BOARD" has the meaning assigned to such term in Section 3(e).


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                                                                               2

          "CERTIFICATE AND CONSENT" means the Certificate and Consent of Special
     Committee of the Board, dated December 30, 1997, making the Voting Rights
     Resolution irrevocable.

          "CHANGE OF CONTROL PREFERENCE" has the meaning assigned to such term
     in the Articles Supplementary.

          "COVENTRY SALE" means the sale of the assets listed on Exhibit B of
     the Plan Details to Coventry or an affiliate or designee thereof currently
     expected to be consummated by November 30, 2000.

          "EXCHANGE" has the meaning assigned to such term in Section 2(a).

          "EXCHANGE DATE" has the meaning assigned to such term in Section 2(a).

          "FORBEARANCE AGREEMENT" means an agreement between the Company GECC,
     and the other lenders under the GE Facility, whereby GECC and such other
     lenders agree not to exercise any of their remedies under the GE Facility
     and related collateral arrangements for a period of time (the "FORBEARANCE
     PERIOD"), except for any such exercise of remedies during the Forbearance
     Period that would not have a material adverse affect on the amount of
     proceeds from asset dispositions available for distribution to the
     Preferred Stockholders pursuant to Section 3(n) during the Forbearance
     Period and that would not result in the repayment of more than $120,000,000
     of the principal amount of loans outstanding under the GE Facility.

          "GE FACILITY" has the meaning assigned to such term in Section 3(n).

          "GECC" means General Electric Capital Corporation.

          "GOLDEN STATE SALE" means the sale of the assets listed on Exhibit C
     of the Plan Details to GMS or an affiliate or designee thereof currently
     expected to be consummated by January 15, 2001.

          "GROSS REVENUES" means, for any period, all revenues of the Company,
     determined on a cash basis, derived from the ownership, operation, use,
     leasing and occupancy of the Company's properties during such period,
     excluding lease payments that are more than thirty (30) days in arrears for
     such period, PROVIDED, HOWEVER, that in no event shall Gross Revenues
     include (i) any gain arising from any write-up of assets; (ii) any proceeds
     of long-term indebtedness; (iii) proceeds or payments under insurance
     policies (except that proceeds of business interruption insurance covering
     the Company's properties actually received by the Company shall be included
     in Gross Revenues); (iv) gross receipts earned by licensees,
     concessionaires or similar third parties except for any portion of such
     receipts which are shared with the Company; (v) condemnation proceeds or
     sales proceeds in lieu of and/or under threat of condemnation; (vi) any
     security deposits received from tenants of the Company's properties, unless
     and until the same are applied to rent or other obligations in accordance
     with such tenant's lease; or (vii) any other extraordinary items which are
     received by the Company other than in the ordinary course of the Company's
     business.


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                                                                               3

          "INITIAL EXEMPTION RESOLUTION" means the resolutions of the Board,
     dated May 6, 1997, providing for an exemption from Section 3-601 and
     following sections of the Maryland General Corporation Law.

          "JUNIOR SHARES" means all partnership interests in the Operating
     Partnership other than Preferred Units and those partnership interests held
     of record and beneficially owned by the Company, all shares of common stock
     of the Company and all shares of any other class or series of stock of the
     Company to which the Series 2000 Shares are prior in rank with regard to
     payment of dividends or payments upon the liquidation, dissolution or
     winding-up of the Company.

          "LIQUIDATION PREFERENCE" has the meaning assigned to such term in the
     Articles Supplementary.

          "MANAGEMENT PARTICIPATION AGREEMENTS" means, collectively, the
     Management Participation Agreement dated the date hereof between the
     Company and Westbrook Real Estate Co-Investment Partnership II, L.P. and
     the Management Participation Agreement dated the date hereof between the
     Company and Westbrook Real Estate Fund II, L.P., each of which is attached
     hereto as Exhibit G.

          "NOMINEE" means any individual listed on Exhibit A attached hereto.

          "OPERATING CASH" means, for any period, the amount by which Gross
     Revenue calculated on a cash basis for such period exceeds Operating
     Expenses for such period calculated on an accrual basis in accordance with
     GAAP.

          "OPERATING EXPENSES" means, for any period, the actual costs and
     expenses or pro forma costs and expenses, as applicable, of owning,
     operating, managing and maintaining the Company's properties during such
     period incurred by the Company, determined on an accrual basis in
     accordance with GAAP, including, without limitation, management fees, real
     estate taxes, special assessments, insurance premiums, utility costs (other
     than utility costs paid directly to utility companies by tenants), other
     expenses paid by the Company as reasonable and appropriate to operate and
     maintain the Company's properties, and state and local excise (but not
     income) taxes paid by the Company with respect to the Company's properties;
     PROVIDED, HOWEVER, that in no event shall Operating Expenses include (i)
     interest due on long-term indebtedness, (ii) any fees paid in connection
     with long-term indebtedness, (iii) Tenant Improvements, except to the
     extent such expenditures are included in special assessments as set forth
     above, or (iv) depreciation, amortization and other non-cash items.

          "OPERATING PARTNERSHIP AGREEMENT" means the Agreement of Limited
     Partnership of the Operating Partnership as amended.

          "PARTNERSHIP UNIT" has the meaning assigned to such term in the
     Operating Partnership Agreement.

          "PLAN" means the plan of liquidation of the Company, attached hereto
     as Exhibit B as amended from time to time pursuant to the definition of
     "APPROVED


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                                                                               4

     MODIFICATION" or with the consent of the Preferred Stockholders in their
     sole discretion.

          "PLAN DETAILS" means details of the Plan, attached hereto as Exhibit H
     as amended from time to time pursuant to the definition of "APPROVED
     MODIFICATION" or with the consent of the Preferred Stockholders in their
     sole discretion.

          "PREFERRED UNITS" means the Series 1997-A Preferred Units issued
     pursuant to the Operating Partnership Agreement.

          "PREFERRED STOCKHOLDERS" means Blackacre, Westbrook, their respective
     successors, and, except for purposes of Section 3 and Section 6(f), Section
     6(j) and Section 6(o) below, their respective assigns and transferees
     permitted under Section 13.

          "REDEMPTION EVENT" has the meaning assigned to such term in Section
     3(t).

          "RIGHTS AGREEMENT" has the meaning assigned to such term in Section
     6(q).

          "SEC" has the meaning assigned to such term in Section 3(g).

          "SERIES 1997 SHARES" means shares of the Series 1997-A Convertible
     Preferred Stock, par value $.01 per share, of the Company.

          "SERIES 2000 SHARES" means shares of the Series 2000-C Convertible
     Preferred Stock, par value $.01 per share, of the Company.

          "SLATE" has the meaning assigned to such term in Section 3(e).

          "STOCK PURCHASE AGREEMENT" means the Stock Purchase Agreement dated
     December 5, 1997, by and among Westbrook, the Company and the Operating
     Partnership, as amended on or prior to the date hereof.

          "SUPERIOR PROPOSAL" means any proposal made by a third party to
     acquire, directly or indirectly, including pursuant to a tender offer,
     exchange offer, merger, consolidation, business combination,
     recapitalization, liquidation, dissolution or similar transaction, for
     consideration consisting of cash and/or securities, more than 50% of the
     combined voting power of the shares of the Company's capital stock then
     outstanding or all or substantially all the assets of the Company and
     otherwise on terms which the Board determines in its good faith judgement
     (after consulting with a financial advisor of nationally recognized
     reputation) (A) is reasonably capable of being completed, taking into
     account all legal, financial, regulatory and other aspects of the proposal
     and the third party making such proposal, and (B) presents, in its
     entirety, more favorable terms, after considering both financial and
     non-financial factors, taken as a whole, to the Company and the Company's
     stockholders, than the terms of the Plan, as amended.

          "SUPERIOR PROPOSAL NOTICE" shall have the meaning assigned to such
     term in Section 3(g).


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          "TENANT IMPROVEMENTS" means (i) the costs and expenses of
     construction, renovation, leasing commissions and, if required by
     applicable law, asbestos removal to be performed by the Company in
     connection with any lease or (ii) the reimbursement of any tenant by the
     Company for construction or renovation performed by such tenant, including
     leasing commissions payable in connection therewith.

          "VOTING AGREEMENT TERMINATION EVENT" has the meaning assigned to such
     term in Section 4(b).

          "VOTING RIGHTS RESOLUTION" means the resolutions of the Board, dated
     November 19, 1997, providing for an exemption from Section 3-601 and
     following sections of the Maryland General Corporation Law with respect to
     transactions contemplated by the Agreement to Contribute and the Stock
     Purchase Agreement.

          SECTION 2. EXCHANGE OF SERIES 1997 SHARES FOR SERIES 2000 SHARES. (a)
Subject to the terms and conditions of this Agreement, each Preferred
Stockholder shall transfer and deliver to the Company on the date hereof (the
"EXCHANGE DATE") all the Series 1997 Shares, if any, held by such Preferred
Stockholder in exchange for an equal number of Series 2000 Shares, which shall
be issued and delivered to such Preferred Stockholder by the Company
(collectively, the "EXCHANGE").

          (b) Subject to the terms and conditions of this Agreement, the Company
shall issue and deliver Series 2000 Shares on the Exchange Date to the Preferred
Stockholders as required by Section 2(a).

          (c) The Company shall pay all stamp duties, stamp duty reserve tax and
other similar taxes and levies imposed in connection with the issuance or
creation of any Series 2000 Shares or as a result of the Exchange.

          (d) Concurrently with the Exchange, (i) each Preferred Stockholder
shall deliver to the Company for cancellation stock certificates representing
all Series 1997 Shares, if any, then held by such Preferred Stockholder, (ii)
the Company shall deliver to each Preferred Stockholder certificates
representing the Series 2000 Shares issuable and deliverable to such Preferred
Stockholder pursuant to Sections 2(a) and 2(b), which shall be registered in the
name of such Preferred Stockholder and shall bear a legend stating that such
shares are subject to this Agreement and (iii) the Company shall cancel all
Series 1997 Shares.

          SECTION 3. AGREEMENTS OF THE COMPANY. For so long as any Series 2000
Shares remain outstanding, each of the Company and the Operating Partnership
covenants and agrees with each Preferred Stockholder that:

          (a) The Company shall not amend the severance agreement between the
Company and J. David Martin, a copy of which has been provided to the Preferred
Stockholders, without the written consent of the Preferred Stockholders. The
Company shall not make any payments to or on behalf of Mr. Martin that are not
provided for in such severance agreement.


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                                                                               6

          (b) The Company shall not remove Scott C. Verges as the interim chief
executive officer of the Company other than for cause, and shall use
commercially reasonable efforts to retain Mr. Verges in such position, from the
date hereof until at least the date of the Annual Meeting.

          (c) The Company shall use its reasonable efforts to negotiate
decreases in the severance compensation of Scott C. Verges, Daniel B. Platt and
James W. Gaube. The terms of any such decrease in severance compensation and the
terms of any new compensation or severance agreements for such individuals or
any other member of senior management shall be subject to the approval of the
Preferred Stockholders, such approval not to be unreasonably withheld. The
Company shall also reduce other staff as the Board deems appropriate in
connection with the liquidation of the Company.

          (d) The Company shall close each of its offices except for the San
Diego office and either the Los Angeles or San Francisco office as soon as
reasonably practicable, but in no event later than December 31, 2000, in a
manner reasonably anticipated by the Company to minimize the costs associated
with such closures.

          (e) The Company shall (i) cause the Board of Directors of the Company
(the "BOARD") to propose a slate (as modified from time to time with the consent
of the Preferred Stockholders, the "SLATE") of nominees comprised solely of
Nominees for election to the Board at the Annual Meeting, subject to such
Nominees' willingness to serve on the Board, to recommend to the Company's
stockholders that they vote in favor of the Slate at the Annual Meeting and to
solicit and vote proxies at the Annual Meeting in favor of the Slate, (ii)
unless otherwise required, in the good faith judgment of the Board (after
consultation with Ballard Spahr Andrews & Ingersoll, LLP or other counsel
reasonably acceptable to the Preferred Stockholders), by the Board's duties
under Maryland law to the Company's stockholders due to the existence of a
Superior Proposal and unless the Company shall, as soon as possible after such
judgment is made, deliver a notice to such effect (a "SUPERIOR PROPOSAL NOTICE")
to each Preferred Stockholder, cause the Board to propose the Plan and to
recommend to the Company's stockholders that they vote in favor of the Plan at
the Annual Meeting, to solicit and vote proxies at the Annual Meeting in favor
of the Plan and to not terminate the Plan if the Plan has received the requisite
approval of the Company's stockholders at the Annual Meeting, and (iii) execute,
deliver and file all agreements, instruments and other documents, and take all
other action necessary or advisable so that the Company's stockholders may vote
on and grant proxies in favor of the Plan and the Slate at the Annual Meeting in
compliance with the charter and By-laws of the Company and all applicable laws,
including, without limitation, the laws of the State of Maryland and the Federal
securities laws of the United States. If the Company or the Board fails to take
any action set forth in this paragraph for any reason, including, without
limitation, due to the Board's duties under Maryland law, such failure shall not
affect the exercise by any Preferred Stockholder of any of its rights under the
Articles Supplementary, hereunder or otherwise, including, without limitation,
the right to elect a Change of Control Preference. The Company shall promptly
notify each Preferred Stockholder of any Acquisition Proposal received by the
Company or any of its representatives.

          (f) The Company shall hold the Annual Meeting on or prior to November
14, 2000 unless (a) the Company has been enjoined by a court of competent
jurisdiction from holding such meeting and is contesting such injunction
diligently and in good faith or (b) the Board makes a good faith determination
(such determination to be supported by


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                                                                               7

an opinion of Ballard Spahr Andrews & Ingersoll, LLP or other counsel reasonably
acceptable to the Preferred Stockholders) that, in order to comply with the
Board's duties owed to the Company's stockholders under Maryland law, the Board
or the Company's stockholders need additional time to consider a bona fide
proposal for the sale of all or substantially all of the Company's assets or a
merger, reorganization or other comparable transaction involving the Company, in
which case the Annual Meeting shall be delayed until the Company is no longer so
enjoined or until the Board has satisfied such duties, as the case may be. No
such delay shall affect the exercise by any Preferred Stockholder of any of its
rights under the Articles Supplementary, hereunder or otherwise, including,
without limitation, the right to elect a Change of Control Preference.

          (g) The Company shall consult with the Preferred Stockholders on any
distributions of information or materials (including a proxy statement or other
solicitation materials) regarding the Plan, the Slate or the Annual Meeting to
the Company's stockholders or the United States Securities and Exchange
Commission ("SEC") and shall, upon the request of the Preferred Stockholders,
afford the Preferred Stockholders the opportunity to review and comment on such
information or materials in advance of any such distribution; PROVIDED that such
opportunity to review and comment shall not cause a material delay in
distributing such information or materials (assuming timely preparation and
distribution of draft materials so as to permit advance review). Promptly after
the date hereof, the Company shall prepare and file with the SEC a preliminary
proxy statement (such statement, whether in preliminary or final form, the
"Proxy Statement") relating to the Plan and the Slate, and the Company shall
respond promptly to any comments of the SEC with respect thereto. The Company
shall cause the Proxy Statement to be mailed to the Company's stockholders as
soon as practicable after filing with the SEC and the completion of the SEC's
review process, if any. The Company shall notify the Preferred Shareholders of
the receipt of any comments from the SEC or its staff and of any request by the
SEC or its staff for amendments or supplements to the Proxy Statement and shall
supply the Preferred Stockholders with copies of all correspondence between the
Company and any of its representatives, on the one hand, and the SEC and its
staff, on the other hand, with respect to the Proxy Statement. If at any time
prior to the Annual Meeting there shall occur any event that should be set forth
in an amendment or supplement to the Proxy Statement, the Company shall promptly
prepare and mail to its stockholders such an amendment or supplement.
Furthermore, if any person proposes or nominates an individual or group of
individuals (other than a Nominee) for election to the Board, or proposes any
action that is inconsistent with or prevents the election of the Slate or the
approval of the Plan by the stockholders of the Company, the Company and the
Preferred Stockholders will consult as to the appropriate action to take in
light of such proposal or nomination and the Company shall take such appropriate
action and vigorously contest such proposal or nomination, subject, in the case
of a proposal or action that is inconsistent with or prevents the approval by
the Company's stockholders of the Plan, to the Board's duties under Maryland law
to the Company's stockholders and to the delivery by the Company of a Superior
Proposal Notice to each Preferred Stockholder. The Company shall provide the
Preferred Stockholders and their representatives with access during normal
business hours to the Company's officers and employees and to its books and
records, and shall facilitate the Preferred Stockholders and their
representatives obtaining reasonable access to the Company's customers and
suppliers, so that each Preferred Stockholder may conduct such due diligence as
such Preferred Stockholder may consider appropriate or advisable in light of
Section 20 of the Securities Exchange Act of 1934.


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          (h) Without the prior written consent of the Preferred Stockholders,
the Company shall not amend the By-laws of the Company to increase the maximum
number of directors on the Board.

          (i) The Company shall enter into an agreement (an "Indemnity
Agreement") with each director elected to the Board pursuant to a class vote of
the holders of the Series 2000 Shares (each such director, a "SERIES 2000
DIRECTOR") whereby the Company shall (i) agree to provide such Series 2000
Director with director's liability insurance substantially similar in all
respects to such insurance provided to the other members of the Board and (ii)
indemnify such Series 2000 Director to the same extent that the other members of
the Board are indemnified by the Company. Each Indemnity Agreement shall provide
that the Series 2000 Directors shall receive the benefit of any increase in the
scope or amount of insurance or indemnification provided to the other members of
the Board. In no event shall the Company at any time reduce the scope or amount
of the insurance (unless such reduction is made with respect to all members of
the Board) or indemnity provided under an Indemnity Agreement, even if the
indemnification provided by the Company is reduced with respect to the other
members of the Board. Unless the Board (including the Series 2000 Directors)
shall unanimously determine otherwise, the Company shall retain counsel
satisfactory to the Board to advise the members of the Board in their capacity
as directors of the Company, and the Company shall pay for the reasonable fees
and expenses of such counsel.

          (j) The Company shall consult the Preferred Stockholders with respect
to retaining legal, financial, strategic or other professional advisors.

          (k) Without the prior written consent of each Preferred Stockholder,
which consent may be given or withheld in such Preferred Stockholder's sole
discretion, neither the Company nor the Operating Partnership shall make any
distribution, cause a redemption (other than a redemption of Partnership Units
in accordance with paragraph (m) below), or pay any dividend, or set aside any
funds for the payment of a dividend, with regard to any Junior Shares except for
quarterly dividends or distributions not exceeding the average quarterly
dividend or distribution paid to the holders of the Company's common stock over
the last four fiscal quarter period ending immediately prior to the date hereof;
PROVIDED that (1) such dividend or distribution is paid solely out of Operating
Cash and (2) the Company has paid, or pays on the same date, all Accrued
Dividends (as defined in the Articles Supplementary) owing to the Preferred
Stockholders as of the date of such quarterly dividend.

          (l) The Company shall allow a representative of each Preferred
Stockholder to observe all meetings of the Board, including, without limitation,
any executive session; PROVIDED that a Preferred Stockholder's representative
may be excluded from the portion of any meeting where (A) arrangements between
the Company, on the one hand, and such Preferred Stockholder, on the other hand,
or specific actions with respect to such Preferred Stockholder, are being
discussed or (B) the presence of the Company's counsel is required in order to
advise the Board on threatened, pending or ongoing litigation and the presence
of the Preferred Stockholder's representative would eliminate the
attorney-client privilege between the Company and such counsel; PROVIDED,
FURTHER, that if an agent, employee or officer of a Preferred Stockholder or an
affiliate thereof is elected a director pursuant to Section 3 of the Articles
Supplementary, such Preferred Stockholder shall not be entitled to an observer
at meetings of the Board for so long as such director serves on the Board and
remains an agent, officer or an employee of


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                                                                               9

such Preferred Stockholder or an affiliate thereof. For purposes of this Section
(l), Westbrook shall be deemed to be a single Preferred Stockholder.

          (m) The Company shall, in its capacity as general partner of the
Operating Partnership, elect to issue (i) Series 2000 Shares to the holders of
Preferred Units and (ii) common stock of the Company to holders of Partnership
Units, in each case upon the exercise of any such holder's "Redemption Right"
(as defined in the Operating Partnership Agreement or Exhibit B to the
Thirteenth Amendment to the Operating Partnership Agreement, as the case may
be).

          (n) The Company shall distribute the net proceeds of all asset
dispositions, except for reasonable reserves taken in good faith and proceeds
otherwise distributed or paid in accordance with the Plan Details, to the
Preferred Stockholders within 30 days of receipt by the Company of such
proceeds. Such distributions shall be made in respect of the Change of Control
Preference or the Liquidation Preference, at the option of the Preferred
Stockholder to whom such distribution is made. The Company shall not amend or
modify any of its existing agreements governing indebtedness in any manner that
would reduce the net proceeds available for distribution pursuant to this
paragraph, except that the Company may (i) modify the Loan Agreement dated as of
November 19, 1999 between the Operating Partnership, BPP/Cameron Park, L.P.,
BPP/Riley, L.P., GECC and the lenders party thereto (the "GE Facility") so long
as any such modification does not increase the collateral securing such facility
as of the date hereof (it being understood that the Company may modify the
definition of "Minimum Release Price" set forth in the GE Facility by deleting
"90%" in clause (b) of such definition and replacing it with any percentage less
than or equal to 100%) and (ii) refinance existing mortgage debt so long as any
such refinancing does not increase the outstanding principal amount or release
price of such mortgage debt or otherwise materially adversely affect the
Preferred Stockholders.

          (o) The Company shall carry out the liquidation of the Company's
assets in accordance with the Plan Details except for deviations that do not
materially change the Plan Details, taken as a whole.

          (p) Upon the request of any Preferred Stockholder, the Company shall
promptly enter into a registration rights agreement with the holders of the
Series 2000 Shares, substantially in the form of the Registration Rights
Agreement dated as of December 31, 1997, between the Company and Westbrook, that
shall provide for the public registration of the sale of the securities issued
or issuable with respect to the Series 2000 Shares pursuant to the Securities
Act of 1933.

          (q) Upon the request of any holder of Preferred Units, the Company
shall promptly enter into a registration rights agreement with the holders of
the Preferred Units, substantially in the form of the Registration Rights
Agreement dated as of December 31, 1997, between the Company and certain
partners of the Operating Partnership, that shall provide for the registration
of the sale of the securities issued or issuable with respect to the Series 2000
Shares issuable upon a redemption of the Preferred Units, pursuant to the
Securities Act of 1933.

          (r) The Company shall not amend, modify, rescind or revoke the
resolutions of the Board referenced in Section 6(f) and Section 6(o) below.


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                                                                              10

          (s) The Company acknowledges that the amount of "ACCRUED
DISTRIBUTIONS" (as such term is defined in the Operating Partnership Agreement)
and all "ACCRUED DIVIDENDS" (as such term is defined in the Articles
Supplementary relating to the Series 1997 Shares) owing to each of the Preferred
Stockholders immediately prior to the redemption by the Company of such
Preferred Stockholder's Preferred Units and immediately prior to the Exchange,
as applicable, shall be included in the calculation of Accrued Dividends as
provided in the Articles Supplementary.

          (t) Except for Approved Modifications, the Company shall not modify
the Plan or the Plan Details without the consent of the Preferred Stockholders
in their sole discretion. If (i) the Company modifies the Plan or the Plan
Details in violation of the preceding sentence or the definition of Approved
Modification, (ii) the GE Facility is not renewed or refinanced on substantially
similar terms and a Forbearance Period provided for in a Forbearance Agreement
is not in effect, or (iii) the Golden State Sale and the Coventry Sale result in
principal prepayments in respect of the GE Facility exceeding $120,000,000 (any
of the events or actions described in the foregoing clauses (i), (ii), or (iii)
a "REDEMPTION EVENT") then the Preferred Stockholders may require the Company to
redeem their Series 2000 Shares in accordance with Section 9 of the Articles
Supplementary.

          SECTION 4. STOCKHOLDER AGREEMENTS. Each Preferred Stockholder agrees
with the Company and the Operating Partnership as follows:

          (a) No Preferred Stockholder shall reinstate any election of a Change
of Control Preference currently suspended by such Preferred Stockholder unless
(i) the Plan does not receive the requisite approval of the Company's
stockholders at the Annual Meeting, (ii) the Slate does not receive the
requisite approval of the Company's stockholders at the Annual Meeting or (iii)
the Annual Meeting does not occur (without any adjournment thereof) on or prior
to November 14, 2000.

          (b) From the date hereof through November 14, 2000, no Preferred
Stockholder shall deliver an election of Change of Control Preference relating
to the Plan or any other proposal that would give rise to a right of such
Preferred Stockholder to make such an election unless (i) the Company delivers a
Superior Proposal Notice to any Preferred Stockholder or would have been
required to deliver such notice pursuant to Section 3(e), such other proposal is
supported by the Board or such other proposal is not expressly rejected by the
Board within five business days after receipt thereof, (ii) the Company modifies
the Plan or the Plan Details without the consent of the Preferred Stockholders,
in their sole discretion, (iii) the Company fails to comply with its obligations
set forth in Section 3(o) (such failure, together with any event specified in
clause (i) or (ii) of this Section 4(b), a "VOTING AGREEMENT TERMINATION
EVENT"), (iv) the Plan does not receive the requisite approval of the Company's
stockholders at the Annual Meeting, (v) the Slate does not receive the requisite
approval of the Company's stockholders at the Annual Meeting or (vi) the Annual
Meeting does not occur (without any adjournment thereof) on or prior to November
14, 2000.

          (c) If the Plan and the Slate receive the requisite approval of the
Company's stockholders on or prior to November 14, 2000, no Preferred
Stockholder shall deliver prior to April 1, 2001 an election of Change of
Control Preference with respect to the Plan or any event consistent with or
pursuant to the Plan and, if delivered, such election shall be void. The
obligations of the Preferred Stockholders set forth in this


<PAGE>
                                                                              11

paragraph (c) shall terminate and have no further force and effect if the Plan
is terminated by the Board after the Plan has received the requisite approval of
the Company's stockholders at the Annual Meeting or if the Plan or the Plan
Details are modified without the consent of the Preferred Stockholders, in their
sole discretion.

          (d) Subject to Section 4(a) and Section 4(b), this Agreement shall not
restrict in any manner the right of a Preferred Stockholder to elect or
reinstate a Change of Control Preference with respect to any event other than
the Plan or any event consistent with or pursuant to the Plan.

          (e) At the Annual Meeting, each Preferred Stockholder shall vote all
voting securities of the Company which such Preferred Stockholder owns, directly
or indirectly, including, without limitation, all Series 2000 Shares issued to
them in connection with the Exchange, in favor of the Plan and the Slate and
shall vote all such securities against any plan of liquidation of the Company
other than the Plan, provided the Annual Meeting occurs and concludes on or
prior to November 14, 2000 (other than due solely to any adjournment thereof
solely for the purpose of tabulating and announcing the stockholders' vote); and
PROVIDED, FURTHER, that on the date of the Annual Meeting the Company shall have
delivered a certificate of the chief executive officer or chief financial
officer of the Company to the Preferred Stockholders certifying that the Company
has complied with the Plan Details, except for deviations that do not materially
change the Plan Details, taken as a whole, through the date of the Annual
Meeting. The Preferred Stockholders shall not be required to vote for any plan
of liquidation of the Company, other than the Plan, notwithstanding the Board's
approval of such other plan. The Preferred Stockholders shall not sell, assign,
dispose or otherwise transfer any of the Series 2000 Shares until the day
following the record date established for determining stockholders of the
Company entitled to receive notice of and to vote at the Annual Meeting and
shall not in any event restrict or limit, in any manner, their right and ability
to vote their Series 2000 Shares and other voting securities of the Company in
favor of the Plan and the Slate at the Annual Meeting. The obligations of the
Preferred Stockholders set forth in this paragraph (e) shall terminate and have
no further force and effect upon the occurrence of a Voting Agreement
Termination Event.

          (f) At the request of the Company or any Preferred Stockholder, the
Company shall, and each Preferred Stockholder shall consent to, amend the
Company's Bylaws to increase the number of members of the Board by two in the
event that either the Company or the Preferred Stockholders nominate two
individuals selected by Schottenstein Stores Corporation and Michael L. Ashner
to serve on the Board; PROVIDED that both the Company and the Preferred
Stockholders approve such nomination in their sole discretion.

          (g) Each Preferred Stockholder hereby consents to the proposal of the
Slate and the Plan to the Company's Stockholders as required under Section 3(c)
of the Articles Supplementary.

          SECTION 5. STOCK PURCHASE AGREEMENT; AGREEMENT TO CONTRIBUTE.
Westbrook, the Company and the Operating Partnership hereby amend the Stock
Purchase Agreement in every and any respect necessary to cause the Company, the
Preferred Stockholders and the Series 2000 Shares to have the benefit of
Sections 5.1 (solely with respect to any registration rights agreement described
in Section 3(p) if the Preferred Stockholders request that the Company enter
into a registration rights


<PAGE>
                                                                              12

agreement pursuant to Section 3(p)),5.3, 5.5, 6.1, 6.2, 6.4, 6.7, 6.8, 6.9, 6.10
and the first sentence of the last paragraph of Section 6.5(a) thereof. In
furtherance and not in limitation of the foregoing, Westbrook, the Company and
the Operating Partnership hereby amend the Stock Purchase Agreement so that the
definition of "Buyer" shall include each Preferred Stockholder and the
definition of "Company Preferred Stock" shall include the Series 2000 Shares for
purposes of Sections 5.1 (solely with respect to any registration rights
agreement described in Section 3(p) if the Preferred Stockholders request that
the Company enter into a registration rights agreement pursuant to Section
3(p)), 5.3, 5.5, 6.1, 6.2, 6.4, 6.7, 6.8, 6.9, 6.10 and the first sentence of
the last paragraph of Section 6.5(a) thereof and such provisions (and any other
provisions referred to in such provisions) are hereby further amended to give
proper effect to the amendment of such definitions. In the event of any
inconsistency between the terms of this Agreement and the terms of the Stock
Purchase Agreement or the Agreement to Contribute, in each case as amended
hereby, the terms of this Agreement shall supercede such inconsistent terms.

          SECTION 6. REPRESENTATIONS AND WARRANTIES. (a) Each party hereto
represents and warrants to the other parties hereto as of the date of this
Agreement that:

          (i) such party is duly organized, validly existing and in good
     standing under the laws of its respective jurisdiction of organization and
     has all requisite corporate or similar power and authority, and has been
     duly authorized by all necessary approvals and orders, to own, operate and
     lease its properties and assets and to carry on its business as presently
     conducted and is duly qualified to do business and is in good standing in
     each jurisdiction where the ownership, operation or leasing of its assets
     or properties or conduct of its business requires such qualification except
     where the failure to be so organized, qualified or in good standing, or to
     have such power or authority, would not, individually or in the aggregate,
     have a material adverse effect on such party or on its ability to perform
     its obligations hereunder;

          (ii) such party has all requisite corporate, limited partnership, or
     limited liability company power and authority to execute, deliver and
     perform its obligations under this Agreement and to consummate the
     transactions contemplated hereby, and the execution, delivery and
     performance of this Agreement has been duly authorized by all necessary
     corporate, limited partnership, or limited liability company action on its
     part;

          (iii) this Agreement constitutes a valid and binding agreement of such
     party, enforceable against such party in accordance with its terms, subject
     to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
     and similar laws of general applicability relating to or affecting
     creditors' rights and to general equity principles; and

          (iv) the execution, delivery and the performance by such party of this
     Agreement do not constitute or result in (A) a breach or violation of, or a
     default under, the organizational documents of such party (as amended from
     time to time), (B) a breach or violation of, or a default under, the
     acceleration of any obligations or rights of third parties or the creation
     of any lien, encumbrance, charge or security interest on the assets of such
     party (with or without notice, lapse of time or both) pursuant to any
     indenture, agreement or other instrument


<PAGE>
                                                                              13

     binding upon such party or any law, ordinance, regulation, judgment, order,
     decree, arbitration, award, license or permit of any governmental authority
     applicable to such party or non-governmental permit or license to which
     such party is subject, or (C) any change in the rights or obligations of
     such party under any of its indentures, agreements or other instruments,
     except, in the case of clause (B) or (C) above, for any breach, violation,
     default, acceleration, creation or change that, individually or in the
     aggregate, would not reasonably be expected to have a material adverse
     effect on such party or on the legality, validity, binding effect or
     enforceability of this Agreement or on the material rights or ability of
     the other parties hereto to realize the material benefits intended to be
     created by this Agreement. No filings, notices, declarations and/or
     decisions are required to be made by such party with, nor are any permits,
     authorization, approvals or other confirmations or consents required to be
     obtained by such party from, any governmental authority or other third
     party, in connection with the execution, delivery or performance by such
     party of this Agreement, except those the failure of which to make, give or
     obtain would not, individually or in the aggregate, reasonably be expected
     to have a material adverse effect on such party or on the legality,
     validity, binding effect or enforceability of this Agreement or on the
     material rights or ability of the other parties hereto to realize the
     material benefits intended to be created by this Agreement.

          (b) The Company represents and warrants that the Series 2000 Shares
have been duly authorized, validly issued and, when issued in accordance with
Section 2 hereof, shall be fully paid or credited as fully paid, free and clear
of any lien, encumbrance, charge or security interest created by the Company.

          (c) The Company represents and warrants that the filing of the
Articles Supplementary with the State Department of Assessments and Taxation of
Maryland has been duly authorized by the Company and that upon the issuance of
the Series 2000 Shares, the Articles Supplementary will constitute a legal,
valid and binding obligation of the Company, enforceable in accordance with
their terms.

          (d) The Company represents and warrants that the Articles
Supplementary have been duly filed with the State Department of Assessments and
Taxation of Maryland and are in full force and effect and that the Preferred
Stockholders have been provided a certified copy of the Articles Supplementary,
as filed with the State Department of Assessments and Taxation of the State of
Maryland.

          (e) The Company represents and warrants that the Exchange, the
issuance of the Series 2000 Shares and the listing with the New York Stock
Exchange of common shares of the Company issuable upon any conversion of the
Series 2000 Shares do not require any approval of the Company's Stockholders
pursuant to the rules of the New York Stock Exchange or any approval of the New
York Stock Exchange, in each case, that has not already been obtained.

          (f) The Company represents and warrants that the Board has exempted,
by duly adopted resolution, each of the Preferred Stockholders that has
delivered the representations and undertakings required under Section 7.2.7(a)
of the Company's charter, and that, upon delivery of such representations and
underwritings, each other Preferred Stockholder shall be so exempted pursuant to
such resolution, from the ownership limit and common stock ownership limit set
forth in Article VII thereof,


<PAGE>
                                                                              14

pursuant to Section 7.2.7 thereof, and that such exemption shall be effective in
the event that the Preferred Stockholders are deemed to be a group for purposes
of such limits.

          (g) [Intentionally Omitted.]

          (h) The Company represents and warrants that the Management
Participation Agreements have been duly and validly authorized, executed and
delivered by the Company and are in full force and effect.

          (i) The Company represents and warrants that (i) (A) the Bylaws of the
Company have been duly amended to provide that the Board shall be comprised of a
maximum of seven directors, plus, if elected pursuant to Section 3 of the
Articles Supplementary, two (for a maximum total of nine directors) and (B) the
Bylaws of the Company may not be amended to increase the number of directors on
the Board without the consent of the Preferred Stockholders, and (ii) Exhibit E
attached hereto sets forth the individuals who are directors of the Company as
of the date hereof.

          (j) The Company represents and warrants that the Shareholder Rights
Agreement (the "Rights Agreement") dated as of June 19, 1999 between the Company
and First Chicago Trust Company of New York has been amended by the First
Amendment thereto, attached hereto as Exhibit I and that such amendment provides
that no Preferred Stockholder, either in its individual capacity or together
with any other Preferred Stockholder as a "group" (as such term is used in
Section 13(d)3 of the Securities Exchange Act of 1934), shall be an "ACQUIRING
PERSON" as such term is defined in the Rights Agreement solely by virtue of such
Preferred Stockholder's acquisition of Series 2000 Shares issued pursuant to the
Exchange or any securities of the Company issued or issuable with respect to
such Series 2000 Shares..

          (k) Each of the Company and Blackacre represents and warrants that the
Operating Partnership Agreement has been amended in the form attached hereto as
Exhibit F.

          (l) The Company and each Preferred Stockholder represents and warrants
that such Preferred Stockholder has exchanged all Preferred Units that such
Preferred Stockholder holds for Series 1997 Shares.

          (m) As of the date hereof and assuming consummation of the Exchange,
each Preferred Stockholder represents and warrants that it is (i) the beneficial
owner of and has, together with the other Preferred Stockholders, the sole power
to vote at meetings of stockholders of the Company in accordance with the
Articles Supplementary the number of shares of Series 2000 Shares set forth
beside its name on Exhibit D attached hereto, and (ii) not directly or
indirectly the beneficial owner of any other securities of the Company or the
Operating Partnership.

          (n) The Company represents and warrants that (i) the Board has
approved the Slate, the Plan and the Plan Details, (ii) subject to Section 3(e),
the Board has recommended or will recommend to the Company's stockholders that
they vote in favor of the Slate and the Plan and (iii) each member of the Board
currently intends to vote all voting securities of the Company which such member
has the power to vote in favor of the Plan and the Slate.


<PAGE>
                                                                              15

          (o) The Company represents and warrants that (i) none of the
Certificate and Consent, the Voting Rights Resolution or the Initial Exemption
Resolution has been altered or repealed as of the date hereof, and the
applicable provisions of the Annotated Code of Maryland (or any successor
statute) referred to therein do not apply to the Preferred Stockholders and the
acquisition by the Preferred Stockholders pursuant to the Exchange of the Series
2000 Shares issued pursuant to this Agreement and (ii) the Certificate and
Consent renders the Initial Exemption Resolution irrevocable with respect to any
business combination involving Westbrook or Blackacre.

          (p) Each of Westbrook and Blackacre represents and warrants that it is
an "accredited investor" as that term is defined in Rule 501 of Regulation D
promulgated under the Securities Act of 1933 and intends to acquire the Series
2000 Shares for investment purposes and not with a view towards distribution
thereof.

          SECTION 7. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF MARYLAND. EACH PARTY
HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
MARYLAND LOCATED WITHIN THE CITY OF BALTIMORE, OF THE UNITED STATES DISTRICT
COURT FOR THE DISTRICT OF MARYLAND (NORTHERN DIVISION), AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
MARYLAND STATE, OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL, COURT. EACH
OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT IN THE COURTS OF ANY
JURISDICTION.

          SECTION 8. NOTICES. All notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:

          (a) if to the Company, to Burnham Pacific Properties, Inc., 100 Bush
     Street, San Francisco, CA 94104, Attention: Scott C. Verges, Chief
     Executive Officer (Telecopy No. 415-352-1711); with a copy to Stephen W.
     Carr, Goodwin, Procter & Hoar, LLP, Exchange Place, Boston, MA 02109-2881
     (Telecopy No. 617-523-1231);

          (b) if to the Westbrook Holdings or Westbrook Co-Holdings, to Allen
     Curtis Greer II, Westbrook Real Estate Counsel, LLC, 265 Franklin Street,
     Suite 1800, Boston, Massachusetts 02110 (Telecopy No. 617-439-9580); with a
     copy to


<PAGE>
                                                                              16

     Patrick K. Fox, Westbrook Real Estate Partners, LLC, 13155 Noel Road, LB54,
     Suite 2300, Dallas, Texas 75240 (Telecopy No. 972-934-8333); and

          (c) if to Blackacre, to Ron Kravit, Blackacre Capital Management, 450
     Park Avenue, New York, NY 10022 (Telecopy No. 212-891-1540); with a copy to
     Steven Lichtenfeld, Proskauer Rose LLP, 1585 Broadway, New York, NY 10036
     (Telecopy No. 212-969-2900);

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

          SECTION 9. EXPENSES. The Company shall pay all reasonable
out-of-pocket expenses incurred by each Preferred Stockholder and its respective
members, and each of their respective directors, officers, employees and agents,
including the reasonable fees, charges and disbursements of counsel for the
Preferred Stockholders, their members, and their respective directors, officers,
employees and agents, in connection with this Agreement and the actions and
transactions contemplated hereby.

          SECTION 10. WAIVERS; AMENDMENTS. (a) No failure or delay by any party
hereto in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the parties hereto are cumulative and
are not exclusive of any rights or remedies that they would otherwise have.

          (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by each party hereto.

          SECTION 11. DESCRIPTIVE HEADINGS. The descriptive headings used herein
are inserted for convenience and are not intended to be part of or to affect the
meaning or interpretation of this Agreement.

          SECTION 12. COUNTERPARTS; INTEGRATION. This Agreement may be executed
in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement constitutes the entire
contract among the parties hereto relating to the subject matter hereof and
supersedes any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.

          SECTION 13. SUCCESSORS, ASSIGNS AND TRANSFEREES. The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, assigns and transferees. This Agreement
and the rights and obligations set forth herein shall not be assigned or
transferred by any Preferred Stockholder except in conjunction with a sale,
assignment or transfer permitted under Section 4(e) and only to such purchaser,
assignee or transferee. The rights of Blackacre


<PAGE>
                                                                              17

and Westbrook under Section 3 shall not be assigned or transferred in connection
with any such sale, assignment or transfer and Blackacre and Westbrook shall
retain all such rights for so long as any Series 2000 Shares remain outstanding.

          SECTION 14. SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, including, without
limitation, specific performance to enforce this Agreement, in addition to any
other remedy at law or equity. The parties further agree to waive any
requirement for the posting of any bond in connection with any such remedy.

          SECTION 15. CONSENTS. The parties hereto agree that the execution of
this Agreement shall constitute all consents and approvals that are necessary or
required to be given by any of the parties hereto, whether individually or as
part of a group, in connection with this Agreement and the transactions
contemplated hereby, including, without limitation, the issuance of the Series
2000 Shares and the Exchange, whether under the Company's charter, By-laws, or
any agreement to which any of them is a party, and if appropriate or necessary
such parties agree to execute and deliver additional documents, consents and
approvals to evidence the foregoing; PROVIDED that nothing in this Section 15
shall constitute a consent, approval or waiver of any right with respect to any
action, event or any other circumstance occurring after the date hereof that
requires the consent or approval of the Preferred Stockholders, including,
without limitation, any consent or approval with respect to any matters set
forth in Sections 3(b) or (c) of the Articles Supplementary and the approval of
a plan of liquidation of the Company at the Annual Meeting.

          SECTION 16. NO FURTHER RIGHTS OR OBLIGATIONS. The parties hereto agree
that upon the consummation of the Exchange, dividends shall cease to accrue on
the Preferred Units and the Series 1997 Shares that the Preferred Stockholders
held immediately prior to the Exchange, the Preferred Stockholders shall cease
to have any interest on or claims against the Company or the Operating
Partnership by virtue of or with respect to such Preferred Units or Series 1997
Shares and the Preferred Stockholders shall cease to have any voting or other
rights with respect to such Preferred Units or Series 1997 Shares.

          SECTION 17. APPROVALS AND CONSENTS. Except as shall otherwise be
expressly stated in this Agreement, any right of a party hereto granted pursuant
to the terms hereof to consent to or approve of any action shall be deemed to be
a right to consent to or approve of such action in such party's sole discretion.


<PAGE>
                                                                              18

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first written above.


                                      BURNHAM PACIFIC PROPERTIES,
                                      INC.,

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


                                      BURNHAM PACIFIC OPERATING
                                      PARTNERSHIP, L.P.,

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


                                      WESTBROOK BURNHAM HOLDINGS,
                                      L.L.C. and WESTBROOK BURNHAM
                                      CO-HOLDINGS, L.L.C.,

                                      by /s/ William H. Walton, III
                                        ----------------------------------------
                                        Name: William H. Walton, III


<PAGE>
                                                                              19

                                      BLACKACRE SMC MASTER
                                      HOLDINGS, LLC

                                      by Blackacre SMC Holdings, L.P., its
                                         managing member

                                         by Blackacre Capital Group, L.P., its
                                            general partner

                                         by Blackacre Capital Management
                                            Corp., its general partner

                                         /s/ Ronald J. Kravit
                                         ---------------------------------------
                                         Name: Ronald J. Kravit


                                      by Blackacre SMC II Holdings, LLC, its
                                         managing member

                                         by Blackacre Capital Group, L.P., its
                                            managing member

                                         by Blackacre Management
                                               Corp., its general partner

                                         /s/ Ronald J. Kravit
                                         ---------------------------------------
                                         Name: Ronald J. Kravit