<PAGE>   1
                                                                    EXHIBIT 99.2

                              INVESTMENT AGREEMENT

                                     BETWEEN

                          PACIFIC GULF PROPERTIES INC.

                                       AND

                      FIVE ARROWS REALTY SECURITIES L.L.C.




                             ----------------------

                          DATED AS OF DECEMBER 31, 1996

                             ----------------------
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                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
ARTICLE 1   DEFINED TERMS
  Section 1.1   Defined Terms................................................1
  Section 1.2   Terms Defined Herein.........................................6

ARTICLE 2   SALE AND PURCHASE OF PREFERRED SHARES
  Section 2.1   Sale of Preferred Shares.....................................6
  Section 2.2   Payment for the Preferred Shares.............................7
  Section 2.3   Transfer Taxes...............................................7

ARTICLE 3   CLOSINGS
  Section 3.1   Closings.....................................................7
  Section 3.2   Closing Dates................................................7
  Section 3.3   Cancellation of Subsequent Closings..........................7
  Section 3.4   Availability Fee.............................................7

ARTICLE 4   REPRESENTATIONS AND WARRANTIES OF THE
            COMPANY
  Section 4.1   Due Incorporation and Status of the Company..................8
  Section 4.2   Authority....................................................8
  Section 4.3   Valid Agreement of the Company...............................8
  Section 4.4   No Default...................................................8
  Section 4.5   No Required Consents.........................................9
  Section 4.6   Reservation of Shares........................................9
  Section 4.7   Validity of Preferred Shares.................................9
  Section 4.8   Transferability..............................................9
  Section 4.9   Disclosure...................................................9
  Section 4.10   Capitalization.............................................10
  Section 4.11   Litigation.................................................11
  Section 4.12   ERISA......................................................11
  Section 4.13   Environmental Matters......................................11
  Section 4.14   Investment Company.........................................12
  Section 4.15   Taxes......................................................12
  Section 4.16   Insurance..................................................13
  Section 4.17   Affiliated Transactions....................................13
  Section 4.18   Liabilities................................................13
  Section 4.19   Agreement and Waiver.......................................13
  Section 4.20   No Event of Default........................................13
  Section 4.21   No Brokers.................................................14
  Section 4.22   Bear, Stearns & Co. Inc....................................14
  Section 4.23   Full Disclosure............................................14

ARTICLE 5   REPRESENTATIONS AND WARRANTIES OF THE
            INVESTOR
  Section 5.1   Organization................................................14
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  Section 5.2   Accredited Investor.........................................14
  Section 5.3   Valid Agreements of the Investor............................14
  Section 5.4   No Default..................................................15
  Section 5.5   Opportunity for Inquiry.....................................15
  Section 5.6   Purchase Entirely for Own Account...........................15
  Section 5.7   Materials...................................................15
  Section 5.8   Knowledge and Experience....................................15
  Section 5.9   No Brokers..................................................15
  Section 5.10   Investment Company.........................................15

ARTICLE 6   COVENANTS AND UNDERTAKINGS
  Section 6.1   Closings....................................................16
  Section 6.2   Expenses of Rothschild Realty Inc...........................16
  Section 6.3   Fees and Expenses of Schulte Roth & Zabel LLP...............16

ARTICLE 7   CONDITIONS PRECEDENT TO THE OBLIGATION OF
            THE INVESTOR TO CLOSE
  Section 7.1   Representations and Covenants...............................16
  Section 7.2   Good Standing Certificates..................................17
  Section 7.3   Governmental Permits and Approvals..........................17
  Section 7.4   Legislation.................................................17
  Section 7.5   Legal Proceedings...........................................17
  Section 7.6   Third Party Consents........................................18
  Section 7.7   Stock Certificates..........................................18
  Section 7.8   Approval of Counsel to the Investor.........................18
  Section 7.9   Appointment of Director.....................................18
  Section 7.10   Certificate of Designation.................................18
  Section 7.11   Operating Agreement........................................18
  Section 7.12   Opinions of Counsel........................................18
  Section 7.13   No Stop Order..............................................19
  Section 7.14   Listing of Common Stock....................................19
  Section 7.15   Expenses of Rothschild Realty Inc..........................19
  Section 7.16   Fees and Expenses of Schulte Roth & Zabel LLP..............19
  Section 7.17   Agreement and Waiver.......................................19
  Section 7.18   Dividends on Preferred Shares..............................19

ARTICLE 8   CONDITIONS PRECEDENT TO THE OBLIGATION OF
            THE COMPANY TO CLOSE
  Section 8.1   Representations and Covenants...............................19
  Section 8.2   Governmental Permits and Approvals..........................20
  Section 8.3   Legal Proceedings...........................................20
  Section 8.4   Third Party Consents........................................20
  Section 8.5   Purchase Price..............................................20
  Section 8.6   Approval of Counsel to the Company..........................20
  Section 8.7   No Stop Order...............................................20
  Section 8.8   Opinion of Investor's Counsel...............................20

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ARTICLE 9   ASSIGNMENT
  Section 9.1   Assignability by Investor...................................21
  Section 9.2   Assignability by the Company................................21
  Section 9.3   Binding Agreement...........................................21

ARTICLE 10  MISCELLANEOUS
  Section 10.1   Applicable Law.............................................21
  Section 10.2   Notices....................................................21
  Section 10.3   Entire Agreement; Amendments...............................21
  Section 10.4   Remedies for Breaches of This Agreement....................22
  Section 10.5   Confidentiality............................................23
  Section 10.6   Standstill.................................................24
  Section 10.7   Lock-Up....................................................24
  Section 10.8   Termination................................................24
  Section 10.9  Counterparts................................................26


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                              INVESTMENT AGREEMENT


            INVESTMENT AGREEMENT dated as of December 31, 1996 between Pacific
Gulf Properties Inc., a corporation organized under the laws of the State of
Maryland (the "Company") and Five Arrows Realty Securities L.L.C., a limited
liability company organized under the laws of the State of Delaware (the
"Investor").

            WHEREAS, the Company wishes to issue the Preferred Shares (as
defined herein) to the Investor, and the Investor wishes to purchase, acquire
and accept the Preferred Shares from the Company (the "Investment").

            NOW THEREFORE, in consideration of the promises and the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:


                            ARTICLE 1 DEFINED TERMS.

            Section 1.1 Defined Terms. The following terms shall, unless the
context otherwise requires, have the meanings set forth in this Section 1.1.

            "Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
amounts paid in settlement, liabilities, obligations, taxes, liens, losses,
expenses, and fees, including court costs and reasonable attorneys' fees and
disbursements.

            "Affiliate" means, with respect to any Person, (a) any member of the
Immediate Family of such Person or a trust established for the benefit of such
member, (b) any beneficiary of a trust described in (a), (c) any Entity which,
directly or indirectly though one or more intermediaries, is deemed to be the
beneficial owner of 25% or more of the voting equity of the Person for the
purposes of Section 13(d) of the Exchange Act, (d) any officer of the Person or
any member of the Board of Directors of the Person, or (e) any Entity which,
directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such Person, including such
Person or Persons referred to in the preceding clauses (a) or (d); provided,
however, that none of the Investor, Rothschild or their respective Affiliates
nor any of their respective officers, directors, partners, members or Affiliates
nor any Preferred Director (as such term is defined in the Certificate of
Designation) shall be considered an Affiliate of the Company or its Subsidiaries
for purposes of this Agreement.

            "Agreement" means this Investment Agreement, as originally executed
and as hereafter from time to time supplemented, amended and restated.
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            "Agreement and Waiver" means the Agreement and Waiver, dated as of
the date of the initial Closing, between the Company and the Investor in the
form of Exhibit A attached hereto.

            "Benefit Plan" means a defined benefit plan as defined in Section
3(35) of ERISA that is subject to Title IV of ERISA (other than a Multiemployer
Plan) and in respect of which the Company or any ERISA Affiliate is or within
the immediately preceding six (6) years was an "employer" as defined in Section
3(5) of ERISA.

            "Business Day" means any Monday, Tuesday, Wednesday, Thursday or
Friday which is not a day in which banking institutions in New York City are
authorized or obligated by law or executive order to close.

            "Certificate of Designation" means the Articles Supplementary
classifying 1,351,351 shares of preferred stock as Senior Cumulative Convertible
Preferred Stock of the Company in the form of Exhibit B attached hereto.

            "Charter" means the Articles of Amendment and Restatement of the
Company as currently in effect and as amended in the future in a manner that is
not inconsistent with the terms of the Operative Instruments.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time or any successor statute thereto.

            "Common Stock" means the shares of the common stock, par value $.01
per share, of the Company.

            "Confidential Information" means the identity of the Company in the
context of the Investment, the existence and contents of discussions regarding
the Investment and information concerning the assets, operations, business,
records, projections and prospects of the Company; provided, however, that the
term "Confidential Information" does not include information that (i) is or
becomes available to the public other than as a result of disclosure by any of
the Investor or Rothschild or any of their respective representatives, (ii) was
available to the Investor or Rothschild or was within the Investor's or
Rothschild's knowledge prior to its disclosure by the Company to the Investor or
Rothschild, or (iii) becomes available to the Investor or Rothschild from a
source other than the Company, provided that such source is not known by the
Investor or Rothschild to be bound by a confidentiality agreement with the
Company or its representative.

            "Entity" means any general partnership, limited partnership,
corporation, joint venture, trust, business trust, real estate investment trust,
limited liability company, cooperative or association.


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            "Environmental Claim" means any complaint, summons, citation,
notice, directive, order, claim, litigation, investigation, judicial or
administrative proceeding, judgment, letter or other communication from any
governmental agency, department, bureau, office or other authority, or any third
party alleging violations of Environmental Laws or Releases of Hazardous
Materials.

            "Environmental Laws" means the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq., as amended;
the Resource Conservation and Recovery Act ("RCRA), 42 U.S.C. 6901 et seq., as
amended; the Clean Air Act ("CAA"), 42 U.S.C. 7401 et seq., as amended; the
Clean Water Act ("CWA"), 33 U.S.C. 1251 et seq., as amended; and any other
federal, state, local or municipal laws, statutes, regulations, rules or
ordinances imposing liability or establishing standards of conduct for
protection of the environment.

            "Environmental Liabilities" means any monetary obligations, losses,
liabilities (including strict liability), damages, punitive damages, treble
damages, costs and expenses (including all reasonable out-of-pocket fees,
disbursements and expenses of counsel, reasonable out-of-pocket expert and
consulting fees and reasonable out-of-pocket costs for environmental site
assessments, remedial investigation and feasibility studies), fines, penalties,
sanctions and interest incurred as a result of any Environmental Claim filed by
any governmental authority or any third party against the Company or its
Subsidiaries or any predecessors in interest which relate to any violations of
Environmental Laws, Remedial Actions, Releases or threatened Releases of
Hazardous Materials from or onto (i) any assets, properties or businesses
presently or formerly owned by the Company, its Subsidiaries or a predecessor in
interest, or (ii) any facility which received Hazardous Materials generated by
the Company, its Subsidiaries or a predecessor in interest.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, and any successor statute of similar import, and regulations
thereunder, in each case as in effect from time to time. References to sections
of ERISA shall be construed also to refer to any successor sections.

            "ERISA Affiliate" means any (i) corporation which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of
the Code) as the Company, (ii) partnership or other trade or business (whether
or not incorporated) under common control (within the meaning of Section 414(c)
of the Code) with the Company, or (iii) member of the same affiliated service
group (within the meaning of Section 414(m) of the Code) as the Company, any
corporation described in clause (i) above or any partnership or trade or
business described in clause (ii) above.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "GAAP" means United States Generally Accepted Accounting Principles,
as in effect from time to time.


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            "Hazardous Materials" include (a) any element, compound, or chemical
that is defined, listed or otherwise classified as a contaminant, pollutant,
toxic pollutant, toxic or hazardous substances, extremely hazardous substance or
chemical, hazardous waste, medical waste, biohazardous or infectious waste,
special waste, or solid waste under Environmental Laws; (b) petroleum,
petroleum-based or petroleum-derived products; (c) electrical equipment
containing polychlorinated biphenyls at a level greater than 50 ppm; and (d)
asbestos-containing materials.

            "Immediate Family" means, with respect to any Person, such Person's
spouse, parents, parents-in-law, descendants, nephews, nieces, brothers,
sisters, brothers-in-law, sisters-in-law, stepchildren, sons-in-law and
daughters-in-law.

            "Lien" means and includes any lien, security interest, pledge,
charge, option, right of first refusal, claim, mortgage, lease, easement or any
other encumbrance whatsoever.

            "Material Adverse Effect," when used with reference to events, acts,
failures or omissions to act, or conduct of a specified Person, means that such
events, acts, failures or omissions to act, or conduct would have a material
adverse effect on (i) the condition (financial or otherwise), earnings, business
affairs or business prospects of such Person and its consolidated subsidiaries,
considered as one enterprise, or (ii) the ability of such Person to perform its
obligations under the Operative Instruments.

            "Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA and subject to Title IV of ERISA which is, or within
the immediately preceding six (6) years was, contributed to by the Company or
any ERISA Affiliate.


            "Operating Agreement" means the Operating Agreement, dated as of the
initial Closing Date, between the Company and the Investor, in the form of
Exhibit C attached hereto.

            "Operative Instruments" means this Agreement, the Certificate of
Designation, and the Operating Agreement.

            "Permit" means a permit, license, consent, order or approval by any
federal, state or local governmental agency.

            "Person" means any individual or Entity.

            "Plan" means an employee benefit plan defined in Section 3(3) of
ERISA in respect of which the Company or any ERISA Affiliate is, or within the
immediately preceding six (6) years was, an "employer" as defined in Section
3(5) of ERISA.

            "Preferred Shares" means the shares of the Company designated in the
Certificate of Designation as Senior Cumulative Convertible Preferred Stock.


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            "Registration Statement" means the registration statement of the
Company on Form S-3 (Registration No. 333-02798) filed with the SEC pursuant to
the Securities Act.

            "REIT" means a real estate investment trust described in Code
Section 856.

            "Release" means any spilling, leaking, pumping, emitting, emptying,
discharging, injecting, escaping, leaching, migrating, dumping, or disposing of
Hazardous Materials (including the abandonment or discarding of barrels,
containers or other closed receptacles containing Hazardous Materials) into the
environment.

            "Remedial Action" means all actions taken to (i) clean up, remove,
remediate, contain, treat, monitor, assess, evaluate or in any other way address
Hazardous Materials in the environment as required by Environmental Laws; (ii)
prevent or minimize a Release or threatened Release of Hazardous Materials so
they do not migrate to cause substantial danger to public health or welfare or
the environment as required by 42 U.S.C. 9601; (iii) perform pre-remedial
studies and investigations and post-remedial operation and maintenance
activities as required by 42 U.S.C. 9601; or (iv) any other actions authorized
by 42 U.S.C. 9601.

            "Reportable Event" means any of the events described in Section
4043(b) of ERISA (other than events for which the notice requirements have been
waived).

            "Representatives" means, with respect to any Person, the directors,
officers, employees, Affiliates, representatives (including, but not limited to,
financial advisors, attorneys and accountants), agents or potential sources of
financing of such person.

            "Rothschild" means Rothschild Realty Inc.

            "SDAT" means the State Department of Assessment and Taxation of
Maryland.

            "SEC" means the Securities and Exchange Commission or any successor
regulatory authority.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Subsidiary" of any Person or Entity means an Entity in which such
Person or Entity has the ability, whether by the direct or indirect ownership of
shares or other equity interests, by contract or otherwise, to elect a majority
of the directors of a corporation or the trustees of a real estate investment
trust, to select the managing partner of a partnership, or otherwise to select,
or have the power to remove and then select, a majority of those persons
exercising governing authority over such Entity. In the case of a limited
partnership, the sole general partner, all of the general partners to the extent
each has equal management control and authority, or the managing general partner
or managing general partners thereof shall be deemed to have control of such
partnership and, in the case of a trust other than a real estate investment


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trust, any trustee thereof or any Person having the right to select any such
trustee shall be deemed to have control of such trust.

            "Termination Event" means (i) a Reportable Event with respect to any
Benefit Plan (with respect to which the 30 day notice requirement has not been
waived); (ii) the withdrawal of the Company or any ERISA Affiliate from a
Benefit Plan during a plan year in which the Company or any ERISA Affiliate was
a "substantial employer" as defined in Section 4001(a)(2) of ERISA; (iii)
providing a written notice of intent to terminate a Benefit Plan to affected
parties of a distress termination described in Section 4041(c) of ERISA; or (iv)
the institution by the PBGC of proceedings to terminate a Benefit Plan.

            Section 1.2 Terms Defined Herein. In addition to the terms defined
in Section 1.1 above, the following terms shall, unless the context otherwise
requires, have the meanings set forth in this Agreement in the section set forth
next to such term.


Defined Term                                   Section
------------                                   -------
Accredited Investor.............................5.2
Breach..........................................4.20
Closing.........................................2.1
Excess Stock....................................4.10
Indemnified Party...............................10.4.3
Indemnifying Party..............................10.4.3
Liabilities.....................................4.18
1996 10-Qs......................................4.9
1995 10-K.......................................4.2
1996 Proxy Statement............................4.9
Preferred Stock.................................4.10
Purchase Price..................................2.1
Third Party Claim...............................10.4.3




                ARTICLE 2 SALE AND PURCHASE OF PREFERRED SHARES.

            Section 2.1 Sale of Preferred Shares. At the closings provided for
in Article 3 hereof (each a "Closing"): (i) the Company shall issue and sell an
aggregate of 1,351,351 Preferred Shares to the Investor, and shall deliver to
the Investor a stock certificate or certificates representing all of the
Preferred Shares, registered in the Investor's or its nominee's name; and (ii)
the Investor shall purchase, acquire and accept such Preferred Shares for $18.50
per share (the "Purchase Price") or an aggregate of approximately twenty-five
million dollars ($25,000,000.00).


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            Section 2.2 Payment for the Preferred Shares.

            At the Closings and in accordance with the provisions set forth in
Article 3, the Purchase Price shall be paid by the Investor to the Company in
United States dollars by wire transfer of funds immediately available in New
York City to such account(s) as the Company shall designate in a written notice
delivered to the Investor not less than five (5) Business Days prior to the
applicable Closing Date.

            Section 2.3 Transfer Taxes. The Company shall pay all stock transfer
taxes, recording fees and other sales, transfer, use, purchase or similar taxes
resulting from the Investment.


                              ARTICLE 3 CLOSINGS.

            Section 3.1 Closings. The Company shall be entitled to designate up
to three Closings, the first two of which shall provide for at least 270,270
Preferred Shares each, and the last of which shall provide for the remaining
Preferred Shares. Each Closing of the sale and purchase of the Preferred Shares
shall take place at the offices of Schulte Roth & Zabel LLP, 900 Third Avenue,
New York, New York 10022 at 10:00 a.m. New York City time.

            Section 3.2 Closing Dates. Each Closing shall occur on such date as
the Company notifies the Investor on not less than ten (10) Business Days notice
or at such other time as the Company and the Investor mutually agree in writing
(each, a "Closing Date"); provided, however, that if the sale of all of the
Preferred Shares as provided for herein shall not have occurred before the one
year anniversary date of this Agreement, the Closing for such Preferred Shares
as shall not have previously been so sold shall occur on such anniversary date.

            Section 3.3 Cancellation of Subsequent Closings. In the event that a
Change of Control or a Put Event (each as defined in the Certificate of
Designation) occurs after any Closing Date, but prior to the sale by the Company
to the Investor of all 1,351,351 Preferred Shares to be sold pursuant to this
Agreement, and the Investor notifies the Company that it will tender into the
Put Offer (as defined in the Certificate of Designation) any further Closings
shall be canceled and the Company shall immediately pay to the Investor by wire
transfer in immediately available funds an amount equal to the product of (i)
$0.37 and (ii) the difference between (x) 1,351,351 and (y) the number of
Preferred Shares which the Company has sold to the Investor pursuant to this
Agreement prior to the occurrence of such Change of Control.

            Section 3.4 Availability Fee. If all 1,351,351 Preferred Shares have
not been sold hereunder (other than as a consequence of the events provided for
in Section 3.3) by the dates set forth below (the "Availability Fee Dates") the
Company shall pay, on each such date by wire transfer in immediately available
funds, an amount equal to the product of (i) 0.0025 and (ii) the difference
between (x) $25,000,000 and (y) the aggregate Purchase Price paid by the
Investor in respect of Preferred Shares which the Company has sold to the
Investor pursuant to this


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<PAGE>   12
Agreement prior to such date. The Availability Fee Dates are July 1, 1997,
August 1, 1997, September 1, 1997, October 1, 1997, November 1, 1997 and
December 1, 1997.


            ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


            The Company hereby represents and warrants to the Investor as
follows:

            Section 4.1 Due Incorporation and Status of the Company.

                  Section 4.1.1 Due Incorporation. The Company and each of its
Subsidiaries has been duly incorporated and is validly existing and in good
standing under the laws of the state of their respective organization and are
qualified or licensed, and in good standing, as a foreign corporation authorized
to do business in each other jurisdiction in which its ownership of properties
or its conduct of business requires such qualification or licensing, except
where the failure to be so qualified or licensed, or in good standing, as a
foreign corporation would not have a Material Adverse Effect on the Company.

                  Section 4.1.2 REIT Status. As of the date hereof, the Company
qualifies as a REIT under the Code and has taken no action or omitted to take
any action, the effect of which reasonably could be expected to disqualify the
Company as a REIT under the Code.

            Section 4.2 Authority. The Company has the power and authority to
own, lease and operate its properties, directly or indirectly, and to conduct
its business as presently conducted and as contemplated by the Annual Report on
Form 10-K, as amended, as filed by the Company under the Exchange Act for the
year ended December 31, 1995 (the "1995 10-K").

            Section 4.3 Valid Agreement of the Company. The execution, delivery
and performance of this Agreement, the Operating Agreement and the Agreement and
Waiver have each been duly authorized by the Company. This Agreement has been,
and the Operating Agreement and Agreement and Waiver, upon the Closing, will be
executed and delivered by the Company. This Agreement represents and the
Operating Agreement and Agreement and Waiver, upon the Closing will represent,
the valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general principles of equity (whether enforcement is sought by proceedings in
equity or at law).

            Section 4.4 No Default. The execution and delivery of the Operative
Instruments by the Company and the performance by the Company of its obligations
do not (or if not yet executed, upon the execution and delivery thereof will
not) (a) violate the Charter or By-Laws of the Company; (b) violate or
constitute a breach of or default under any mortgage, indenture, loan agreement,
promissory note or other agreement to which the Company or any of its
Subsidiaries is a party, or by which any of them is bound, or to which any
property of the Company or any of its Subsidiaries is subject; or (c) conflict
with or violate any law or any


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<PAGE>   13
regulation, rule, order or decree of any governmental body, court or
administrative agency having jurisdiction over the Company or any of its
Subsidiaries or the properties of any of them; except, in the case of clauses
(b) and (c) above, for such breaches, defaults, conflicts or violations which
would not, individually or in the aggregate, have a Material Adverse Effect on
the Company or on the ability of the Company to consummate the transactions
contemplated hereby.

            Section 4.5 No Required Consents. The execution and delivery of the
Operative Instruments by the Company and the performance by the Company of its
obligations to be performed at or prior to the related Closing do not require
any filing or registration with, or the receipt of any consent by, any
governmental or regulatory authority by the Company or its Subsidiaries other
than (a) any which have already been obtained or waived and (b) such consents as
may be required under the Securities Act, the regulations promulgated thereunder
or applicable state securities laws.

            Section 4.6 Reservation of Shares. The Company has duly reserved
solely for purposes of issuance upon conversion of the Preferred Shares the
shares of Common Stock into which the Preferred Shares may be converted from
time to time.

            Section 4.7 Validity of Preferred Shares. The Company has duly
authorized the issuance and delivery of 1,351,351 shares of Preferred Stock
pursuant to this Agreement and, upon delivery thereof and receipt by the Company
of the Purchase Price therefor, such shares of Preferred Stock will be duly
authorized, validly issued, fully paid and nonassessable. The Preferred Shares
have the dividend, conversion, voting and other terms set forth in the
Certificate of Designation and, to the extent not inconsistent therewith, as set
forth in the Charter and By-Laws of the Company and the Maryland General
Corporation Law.

            Section 4.8 Transferability. Upon the issuance and sale of the
Preferred Shares by the Company to the Investor pursuant to this Agreement, the
Preferred Shares shall be fully-registered shares under the Securities Act.
Except to the extent that the Investor is deemed to be an affiliate (as defined
in the Exchange Act), upon such issuance and sale and subject to the
restrictions on transfer set forth in the Certificate of Designation (as
modified by the Agreement and Waiver) such Preferred Shares shall be freely
transferable by the Investor without the requirement that (i) such Preferred
Shares be registered or qualified pursuant to any federal law or (ii) the
Investor comply with the prospectus delivery requirements of the Securities Act.
Upon the conversion of the Preferred Shares into shares of Common Stock,
pursuant to the provisions of the Certificate of Designation, such shares of
Common Stock shall be fully-registered shares under the Securities Act. Upon
such conversion, and subject to the restrictions on transferability set forth in
the Charter, such shares of Common Stock shall be freely transferable by the
Investor without the requirement that (i) such shares of Common Stock be
registered or qualified pursuant to any federal law or (ii) the Investor comply
with the prospectus delivery requirements of the Securities Act.

            Section 4.9 Disclosure. The Company has heretofore delivered to the
Investor the Proxy Statement relating to its 1996 Annual Meeting of Shareholders
(the "1996 Proxy


                                       -9-
<PAGE>   14
Statement"), the 1995 10-K, and the Quarterly Reports on Form 10-Q as filed by
the Company under the Exchange Act for the quarters ended March 31, 1996, June
30, 1996 and September 30, 1996 (as amended the "1996 10-Qs").

                  Section 4.9.1 No Misstatement or Omission. At the time of
filing, the 1996 Proxy Statement, the 1995 10-K and the 1996 10-Qs complied in
all material respects with the requirements of the Exchange Act and the rules
and regulations promulgated by the SEC thereunder. The 1996 Proxy Statement, the
1995 10-K and the 1996 10-Qs do not, as of their respective dates, contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements made, in light of
the circumstances under which they were made, not misleading.

                  Section 4.9.2 Financial Statements. The financial statements,
including the notes thereto, and supporting schedules included in the 1995 10-K
and the 1996 10-Qs have been prepared in conformity with GAAP applied on a
consistent basis (except as otherwise noted therein) and present fairly the
financial position of the Company and its Subsidiaries as of the dates indicated
and the results of their operations for the periods shown.

                  Section 4.9.3 Subsequent Events. Since the respective dates as
of which information is given in the 1995 10-K and the 1996 10-Qs, except as
otherwise stated therein, in any Current Report on Form 8-K filed by the Company
or in the press releases listed on Schedule 4.9.3 hereto and other than changes
in general economic conditions or industry conditions, there has not been any
change in the condition (financial or otherwise) or in the earnings, business
affairs or business prospects of the Company and its Subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of business which
would have a Material Adverse Effect on the Company.

            Section 4.10 Capitalization. The authorized capital stock of the
Company consists of: (i) 25,000,000 shares of Common Stock; (ii) 5,000,000
shares of preferred stock, par value $.01 per share (the "Preferred Stock"); and
(iii) 30,000,000 shares of excess stock, par value $.01 per share (the "Excess
Stock"). As of December 30, 1996, (i) 9,757,917, 0, and 0 shares of the Common
Stock, the Preferred Stock and the Excess Stock, respectively, were validly
issued and outstanding, fully paid and nonassessable; and (ii) 1,638,760, 0, and
0 shares of the Common Stock, the Preferred Stock and the Excess Stock,
respectively, were reserved for issuance as set forth on Schedule 4.10 hereto.
Except as contemplated by clauses (i) through (ii) of this Section 4.10 or as
set forth on Schedule 4.10 hereto, there are no other shares of capital stock of
the Company outstanding and no other outstanding options, warrants, convertible
or exchangeable securities, subscriptions, rights (including preemptive rights),
stock appreciation rights, calls or commitments of any character whatsoever to
which the Company is a party or may be bound requiring the issuance or sale of
shares of any capital stock of the Company, and there are no contracts or other
agreements by which the Company is or may become bound to issue additional
shares of its capital stock or any options, warrants, convertible or
exchangeable securities, subscriptions, rights (including preemptive rights),
stock appreciation rights, calls or commitments of any character whatsoever
relating to such shares.


                                      -10-
<PAGE>   15

            Section 4.11 Litigation. Except as set forth [on Schedule 4.11 or
]in the 1995 10-K or the 1996 10-Qs, the Company has not received any notice of
any outstanding judgments, rulings, orders, writs, injunctions, awards or
decrees of any court or any foreign, federal, state, county or local government
or any other governmental, regulatory or administrative agency or authority or
arbitral tribunal against or involving the Company or any of its Subsidiaries
which is currently in effect. Neither the Company nor any of its Subsidiaries is
a party to, or to the knowledge of the Company, threatened with, any litigation
or judicial, governmental, regulatory, administrative or arbitration proceeding
which, if decided adversely to their respective interests could have an adverse
effect upon the transactions contemplated hereby or that could reasonably be
expected to have a Material Adverse Effect on the Company.

            Section 4.12 ERISA. (i) Each Plan is in substantial compliance with
the applicable provisions of ERISA and the Code, (ii) no Termination Event has
occurred nor is reasonably expected to occur with respect to any Benefit Plan,
(iii) the most recent annual report (Form 5500 Series) with respect to each
Plan, including Schedule B (Actuarial Information) thereto, copies of which have
been filed with the Internal Revenue Service, is complete and correct in all
material respects and fairly presents the funding status of such Benefit Plan,
and since the date of such report there has been no material adverse change in
such funding status, (iv) no Benefit Plan had an accumulated (whether or not
waived) funding deficiency or permitted decreases which would create a
deficiency in its funding standard account within the meaning of Section 412 of
the Code at any time during the previous 60 months, and (v) no Lien imposed
under the Code or ERISA exists or is likely to arise on account of any Benefit
Plan within the meaning of Section 412 of the Code. Neither the Company nor any
of its ERISA Affiliates has incurred any withdrawal liability under ERISA with
respect to any Multiemployer Plan, and the Company is not aware of any facts
indicating that the Company or any of its ERISA Affiliates may in the future
incur any such withdrawal liability. Except as required by Section 4980B of the
Code, the Company does not maintain a welfare plan (as defined in Section 3(1)
of ERISA) which provides benefits or coverage after a participant's termination
of employment. Neither the Company nor any of its ERISA Affiliates have incurred
any liability under the Worker Adjustment and Retraining Notification Act. All
Plans in existence on the Closing Date are set forth on Schedule 4.12 hereto.

            Section 4.13 Environmental Matters. Except as set forth in Schedule
4.13 hereto, to the best knowledge of the Company and its Subsidiaries:

            (a) The operations and properties of the Company and its
Subsidiaries are in full compliance with Environmental Laws except to the extent
that any failure to comply is not reasonably expected to have a Material Adverse
Effect on the business of the Company or its Subsidiaries taken as a whole or
any predecessor in interest;

            (b) There has been no Release (i) at any assets, properties or
businesses currently owned or operated by the Company, any of its Subsidiaries
or any predecessor in interest; (ii) from adjoining properties or businesses; or
(iii) from or onto any facilities which received Hazardous Materials generated
by the Company, any of its Subsidiaries or any predecessor in interest that
would result in any Environmental Liabilities except to the extent that any such


                                      -11-
<PAGE>   16
Release is not reasonably expected to have a Material Adverse Effect on the
business of the Company or its Subsidiaries taken as a whole or any predecessor
in interest;

            (c) No Environmental Claims have been asserted against the Company,
any of its Subsidiaries or any predecessor in interest nor does the Company or
any of its Subsidiaries have knowledge or notice of any threatened or pending
Environmental Claims except to the extent that any such Environmental Claims are
not reasonably expected to have a Material Adverse Effect on the business of the
Company or its Subsidiaries taken as a whole or any predecessor in interest;

            (d) No Environmental Claims have been asserted against any
facilities that may have received Hazardous Materials generated by the Company,
any of its Subsidiaries or any predecessor in interest except to the extent that
any such Environmental Claims are not reasonably expected to have a Material
Adverse Effect on the business of the Company or its Subsidiaries taken as a
whole or any predecessor in interest;

            (e) The Company has delivered to the Investor true and correct
copies of all Phase I Environmental Assessments, material environmental reports,
studies or investigations in their possession regarding any Environmental
Liabilities at the assets, properties or businesses of the Company or any of its
Subsidiaries; and

            (f) To the extent that any of the assets, properties or businesses
owned or operated by the Company or any of its Subsidiaries are located in
"wetlands" regulated under Environmental Laws the Company and its Subsidiaries
are in compliance with Environmental Laws regulating those "wetlands" except to
the extent that any such failure to comply is not reasonably expected to have a
Material Adverse Effect on the business of the Company or its Subsidiaries taken
as a whole or any predecessor in interest.

            Section 4.14 Investment Company. The Company is not, and upon the
issuance and sale of the Preferred Shares as herein contemplated will not be, an
"investment company" or an Entity "controlled" by an "investment company" as
such terms are defined in the Investment Company Act of 1940, as amended.

            Section 4.15 Taxes. The Company has filed all federal, state, local
or foreign tax returns that are required to be filed or has duly requested
extensions thereof and has paid all taxes required to be paid by it and any
related assessments, fines or penalties, except for any such tax, assessment,
fine or penalty that is being contested in good faith and by appropriate
proceedings or where the failure to make any such filing or payment would not be
reasonably expected to have a Material Adverse Effect on the Company; and
adequate charges, accruals and reserves have been provided for in the financial
statements of the Company in respect of all material federal, state, local and
foreign taxes for all periods as to which the tax liability of the Company has
not been finally determined or remains open to examination by applicable taxing
authorities. The Company is not currently under review by any federal or state
taxing authority.


                                      -12-
<PAGE>   17

            Section 4.16 Insurance. The Company carries or is entitled to the
benefits of insurance in such amounts and covering such risks as is reasonably
sufficient under the circumstances and is consistent with comparable businesses
and all such insurance is in full force and effect.

            Section 4.17 Affiliated Transactions. Except as set forth on
Schedule 4.17 or as disclosed in the 1995 10-K, the 1996 10-Qs or the 1996 Proxy
Statement describe all transactions with, or payments to, any Affiliate in
excess of $60,000 in the aggregate (other than reimbursement of expenses and
compensation payable to employees or officers or directors' fees payable to the
Company's directors). Neither the Company, nor any officer or director of the
Company, nor any of its Subsidiaries, or any Affiliate of any of the foregoing,
or any member of the Immediate Family of any of the foregoing: (i) owns,
directly or indirectly, any interest in (excepting not more than five (5)
percent stock holdings held solely for investment purposes in securities of any
Person which are listed on any national securities exchange or regularly traded
in the over-the-counter market) or is an owner, sole proprietor, shareholder,
partner, director, officer, employee, consultant or agent of any person which is
a competitor, lessor, lessee, customer or supplier of the Company or any of its
Subsidiaries; (ii) owns, directly or indirectly, in whole or in part, any
property, patent, trademark, service mark, trade name, copyright, franchise,
invention, permit, license or secret or confidential information which the
Company or any of its Subsidiaries is using or the use of which is necessary for
the business of the Company or any of its Subsidiaries; or (iii) has any cause
of action or other suit, action or claim whatsoever against, or owes any amount
to, the Company or any of its Subsidiaries, in each case (i) through (iii)
except for those in the ordinary course of business.

            Section 4.18 Liabilities. [Except as set forth on Schedule 4.18,]
the Company and its Subsidiaries do not have any material direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, fixed or unfixed, choate or inchoate, liquidated or
unliquidated, secured or unsecured, subordinated or unsubordinated, matured or
unmatured, accrued, absolute, contingent or otherwise, including, without
limitation, liabilities on account of taxes, other governmental, regulatory or
administrative charges or lawsuits brought, whether or not of a kind required by
GAAP to be set forth on a financial statement (collectively, "Liabilities"),
that were not fully and adequately reflected or reserved against on the Balance
Sheet of the Company (less Liabilities that have been discharged in the ordinary
course of business since the date of the Balance Sheet of the Company).

            Section 4.19 Agreement and Waiver. The Board of Directors of the
Company has approved the provisions of the Agreement and Waiver.

            Section 4.20 No Event of Default. No event has occurred and is
continuing and no condition exists which constitutes a breach, an event of
default, or otherwise gives any other party the rights to accelerate or require
payment of any obligation, or with the passage of time would constitute such an
event (a "Breach"), under any agreement or instrument to which the Company or
any of its Subsidiaries is a party that could reasonably be expected to have a
Material Adverse Effect on the Company. Neither the Company nor any of its
Subsidiaries has received


                                      -13-
<PAGE>   18
any notice that an event has occurred and is continuing or that a condition
exists which constitutes a Breach under any agreement or instrument to which the
Company or any of its Subsidiaries is a party that could reasonably be expected
to have a Material Adverse Effect on the Company.

            Section 4.21 No Brokers. In connection with the Investment, the
Company has not retained or become obligated to any broker or finder other than
Bear, Stearns & Co. Inc.

            Section 4.22 Bear, Stearns & Co. Inc. The Company agrees that Bear,
Stearns & Co. Inc. has acted on behalf of the Company in connection with the
issuance and sale of Preferred Shares by the Company to the Investor and the
Company shall be solely responsible for any payments to Bear, Stearns & Co. Inc.
in connection therewith.

            Section 4.23 Full Disclosure. All documents and other papers
delivered to the Investor by or on behalf of the Company in connection with this
Agreement and the transactions contemplated hereby are true, complete, accurate
and authentic and, when taken together with the Company's representations and
warranties set forth in this Agreement, do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.


           ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

            In order to induce the Company to enter into this Agreement and to
consummate the transactions contemplated hereby, the Investor hereby represents
and warrants to, and covenants with, the Company as follows:

            Section 5.1 Organization. The Investor has been duly organized and
is validly existing and in good standing under the laws of the State of
Delaware, and has all requisite power and authority under such laws to carry on
its business as now conducted.

            Section 5.2 Accredited Investor. The Investor is an "Accredited
Investor," as such term is defined in Rule 501(a) of Regulation D promulgated
under the Securities Act.

            Section 5.3 Valid Agreements of the Investor. The Investor has all
right, power and authority to enter into this Agreement and the Operating
Agreement and to consummate the transactions contemplated hereby and thereby.
All action on the part of the Investor, its officers, managers and members
necessary for the authorization, execution and delivery of the Operative
Agreements and the performance of all obligations of the Investor hereunder have
been taken or will be taken prior to the Closing. Each of the Operative
Instruments to which the Investor is a party has each been duly authorized,
executed and delivered by the Investor, and constitutes a legal, valid and
binding obligation of the Investor, enforceable against the Investor in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting


                                      -14-
<PAGE>   19
the enforcement of creditors' rights generally and by general principles of
equity (whether enforcement is sought by proceedings in equity or at law).

            Section 5.4 No Default. The execution and delivery of this Agreement
and the Operating Agreement by the Investor and the performance by the Investor
of its obligations thereunder do not (or if not yet executed, upon the execution
and delivery thereof will not) (a) violate the organizational documents of the
Investor; (b) violate or constitute a breach of or default under any mortgage,
indenture, loan agreement, promissory note or other agreement to which the
Investor is a party, or by which the Investor is bound, or to which any property
of the Investor is subject; or (c) conflict with or violate any law or any
regulation, rule, order or decree of any governmental body, court or
administrative agency having jurisdiction over the Investor or its properties
except with respect to clauses (b) and (c) where such conflict, breach, default
or violation would not reasonably be expected to have a Material Adverse Effect
on the Investor.

            Section 5.5 Opportunity for Inquiry. The Investor has had a
reasonable opportunity to ask questions of and receive answers from
representatives of the Company regarding the business, management and financial
affairs of the Company; it being understood that no inquiry or investigation
shall affect the Investor's ability to rely on any representation or warranty of
the Company or the conditions to the obligations of the Investor under this
Agreement.

            Section 5.6 Purchase Entirely for Own Account. The Preferred Shares
will be acquired for investment for the Investor's own account, not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof
in violation of the Securities Act.

            Section 5.7 Materials. The Investor acknowledges that all documents,
agreements, instruments, records, and books that it has requested pertaining to
the Company and its businesses and financial affairs, have been made available
to the Investor and the Investor's attorneys, accountants and advisors for
inspection.

            Section 5.8 Knowledge and Experience. The Investor has such
knowledge and experience in financial and business matters that the Investor is
capable of evaluating the merits and risks involved in connection with the
Investment.

            Section 5.9 No Brokers. In connection with the Investment, the
Investor has not retained or become obligated to any broker or finder.

            Section 5.10 Investment Company. The Investor is not, and upon the
purchase of the Preferred Shares as herein contemplated, will not be, an
"investment company" or an Entity "controlled" by and "investment company" as
such terms are defined in the Investment Company Act of 1940, as amended.


                                      -15-
<PAGE>   20

                     ARTICLE 6 COVENANTS AND UNDERTAKINGS.

            Section 6.1 Closings. The Company shall use its best efforts to
comply with all conditions precedent to the Closings, including, without
limiting the foregoing, the Company shall cause the Certificate of Designation
to have been adopted, filed with the SDAT and become effective.

            Section 6.2 Expenses of Rothschild Realty Inc. Except as set forth
in Section 6.3, the Company agrees to reimburse Rothschild at each Closing for
its reasonable out-of-pocket expenses documented to the reasonable satisfaction
of the Company. All such amounts paid pursuant to this Section 6.2 shall be paid
by wire transfer of funds immediately available in New York City to such
account(s) as Rothschild shall designate in a written notice delivered to the
Company not less than two Business Days prior to the initial Closing Date;
provided, however, that the Investor, on behalf of the Company, may directly pay
out of the Purchase Price payable hereunder such fees and expenses to
Rothschild; provided, further, that the aggregate of all such expenses
including, without limitation, the fees and expenses of Schulte Roth & Zabel LLP
provided for in Section 6.3 hereof, shall not exceed $125,000 through the
initial Closing Date and $20,000 (plus any amount of the $125,000 remaining)
through any subsequent Closing Dates, if applicable

            Section 6.3 Fees and Expenses of Schulte Roth & Zabel LLP. Subject
to the limitation set forth in Section 6.2, the Company agrees to pay to Schulte
Roth & Zabel LLP, counsel to the Investor, at each Closing reasonable fees and
expenses in connection with services rendered and expenses incurred in
connection with the issuance and sale of Preferred Shares to the Investor. All
such amounts paid pursuant to this Section 6.3 shall be paid by wire transfer of
funds immediately available in New York City to such account(s) as Schulte Roth
& Zabel LLP shall designate in a written notice delivered to the Company not
less than two Business Days prior to each Closing Date; provided, however, that
the Investor, on behalf of the Company, may directly pay out of the Purchase
Price hereunder such fees and expenses to Schulte Roth & Zabel LLP.


                ARTICLE 7 CONDITIONS PRECEDENT TO THE OBLIGATION
                            OF THE INVESTOR TO CLOSE.

      The obligation of the Investor to complete each Closing is subject, at its
option, to the fulfillment on or prior to the related Closing Date (unless
otherwise provided) the following conditions, any one (1) or more of which may
be waived by it in its sole discretion:

            Section 7.1 Representations and Covenants. The representations and
warranties of the Company contained in this Agreement shall be true, complete
and accurate in all material respects on and as of the related Closing Date with
the same force and effect as though made on and as of the related Closing Date,
except for changes contemplated or permitted by this Agreement and except to the
extent that any representation or warranty is made as of a specified


                                      -16-
<PAGE>   21
date, in which case, such representation and warranty shall be true and correct
in all material respects as of such date. The Company shall have performed and
complied in all material respects with all covenants and agreements required by
this Agreement to be performed or complied with by the Company on or prior to
the related Closing Date. The Company shall have delivered to the Investor a
certificate, dated the related Closing Date and signed by the President and
Chief Financial Officer of the Company, to the foregoing effect and stating that
all conditions to the Investor's obligations hereunder have been satisfied.

            Section 7.2 Good Standing Certificates. The Company shall have
delivered to the Investor: (i) copies of its Charter, including all amendments
thereto, certified by the SDAT; (ii) a certificate from the SDAT to the effect
that the Company is in good standing and subsisting in such jurisdiction and
listing all charter documents of the Company on file in such state; (iii) a
certificate from the Secretary of State or other appropriate official in each
State in which the Company is qualified to do business to the effect that the
Company is in good standing in such State; and (iv) a certificate as to the Tax
status of the Company from the appropriate official in its Maryland and each
State in which the Company is qualified to do business, in each case, dated as
of a date within reasonable proximity to the related Closing Date.

            Section 7.3 Governmental Permits and Approvals. Any and all Permits
necessary for the consummation of the transactions contemplated hereby shall
have been obtained and a copy thereof shall have been delivered to the Investor;
except for (a) notice requirements which may be fulfilled subsequent to the
Closing Date and (b) consents, permits, approvals, authorizations, filings and
declarations the failure to obtain or to undertake which will not adversely
affect the ability of the Company to perform its obligations under the Operative
Agreements or any agreement executed in accordance therewith or would not have a
Material Adverse Effect on the Company or its Subsidiaries.

            Section 7.4 Legislation. No legislation shall have been proposed,
and approved by a legislative committee, or enacted, and no statute, law,
ordinance, code, rule or regulation shall have been adopted, revised or
interpreted, by any foreign, federal, state, county or local government or any
other governmental, regulatory or administrative agency or authority, which
would require, upon or as a condition to the acquisition of the Preferred Shares
by the Investor, the divestiture or cessation of the conduct of any business
presently conducted by the Company, on the one hand, or by the Investor, on the
other hand, or which, in the good faith judgment of the Investor, may,
individually or in the aggregate, have a Material Adverse Effect on it or on the
Company in the event that the transactions contemplated hereby are consummated.

            Section 7.5 Legal Proceedings. No suit, action, claim, proceeding or
investigation shall have been instituted or threatened by or before any court or
any foreign, federal, state, county or local government or any other
governmental, regulatory or administrative agency or authority seeking to
restrain, prohibit or invalidate the issuance or sale of the Preferred Shares to
the Investor hereunder or the consummation of the transactions contemplated
hereby or to seek damages in connection with such transactions.


                                      -17-
<PAGE>   22
            Section 7.6 Third Party Consents. All consents, waivers, licenses,
variances, exemptions, franchises, permits, approvals and authorizations from
parties to any contracts and other agreements (including any amendments and
modifications thereto) with the Company which may be required in connection with
the performance by the Company of its obligations under this Agreement or to
assure such contracts and other agreements continue in full force and effect
after the consummation of the transactions contemplated hereby (without any
Breach by the Company or any of its Subsidiaries) shall have been obtained.

            Section 7.7 Stock Certificates. The Company shall have tendered to
the Investor the stock certificate or certificates representing the Preferred
Shares to be purchased on such Closing Date in accordance with Section 3.1
hereof, registered in the Investor's name.

            Section 7.8 Approval of Counsel to the Investor. The Company shall
furnish to counsel for the Investor such certificates and documents as may
reasonably be requested by counsel to the Investor to enable such counsel to
pass on or evaluate the satisfaction of the conditions set forth in this Article
7. All actions and proceedings hereunder and all documents and other papers
required to be delivered by the Company hereunder or in connection with the
consummation of the transactions contemplated hereby, and all other related
matters, shall have been reasonably approved by Schulte Roth & Zabel LLP,
counsel to the Investor, as to their form and substance.

            Section 7.9 Appointment of Director. Prior to or concurrent with the
initial Closing, the nominee designated by the Investor as a director of the
Company shall have been elected and qualified to become a member of the Board of
Directors of the Company, and prior to and concurrent with any second Closing or
third Closing, the nominee designated by the Investor as a director of the
Company shall be continuing to serve as a member of the Board of Directors of
the Company; provided, however, that the Company shall have the right to approve
any such nominee designated by the Investor in its reasonable discretion, it
being agreed that John D. McGurk, James E. Quigley 3rd, Matthew W. Kaplan, and
D. Pike Aloian shall be deemed to have been approved by the Company for all
purposes hereunder.

            Section 7.10 Certificate of Designation. The Certificate of
Designation shall be effective.

            Section 7.11 Operating Agreement. The Company shall have executed
and delivered to the Investor the Operating Agreement.

            Section 7.12 Opinions of Counsel. The Investor shall have received
favorable opinion letters, dated as of the related Closing Date, from Gibson,
Dunn & Crutcher LLP and Piper & Marbury L.L.P. to the effect of the matters
contained in Exhibit D and Exhibit E, respectively.


                                      -18-
<PAGE>   23
            Section 7.13 No Stop Order. On the related Closing Date, no stop
order suspending the effectiveness of the Company's Registration Statement shall
have been issued under the Securities Act or proceedings therefor initiated or
threatened by the SEC.

            Section 7.14 Listing of Common Stock. The Common Stock issuable upon
conversion of the Preferred Shares shall have been approved for listing on the
New York Stock Exchange.

            Section 7.15 Expenses of Rothschild Realty Inc. Rothschild shall
have been reimbursed for the expenses to be paid by the Company as described
under Section 6.2.

            Section 7.16 Fees and Expenses of Schulte Roth & Zabel LLP. Provided
that Schulte Roth & Zabel LLP shall have provided to the Company a copy of its
invoice and daily activity log for services rendered and expenses incurred at
least three (3) days prior to the related Closing, Schulte Roth & Zabel LLP
shall have received the fees and disbursements to be paid by the Company as
described under Section 6.3.

            Section 7.17 Agreement and Waiver. The Company shall have executed
and delivered to the Investor the Agreement and Waiver.

            Section 7.18 Dividends on Preferred Shares. All accrued and unpaid
dividends, whether or not declared, have been paid to, or made available for
payment to, the holders of the Preferred Shares.


              ARTICLE 8 CONDITIONS PRECEDENT TO THE OBLIGATION OF
                              THE COMPANY TO CLOSE.

      The obligation of the Company to complete each Closing is subject, at its
option, to the fulfillment on or prior to the related Closing Date of the
following conditions, any one (1) or more of which may be waived it in its sole
discretion:

            Section 8.1 Representations and Covenants. The representations and
warranties of the Investor contained in this Agreement shall be true, complete
and accurate in all material respects on and as of the related Closing Date with
the same force and effect as though made on and as of the related Closing Date,
except for changes contemplated or permitted by this Agreement and except to the
extent that any representation or warranty is made as of a specified date, in
which case, such representation and warranty shall be true, complete and
accurate in all material respects as of such date. The Investor shall have
performed and complied in all material respects with all covenants and
agreements required by this Agreement to be performed or complied with by it on
or prior to the related Closing Date. The Investor shall have delivered to the
Company a certificate, dated the related Closing Date and signed by an officer
of the Investor to the foregoing effect and stating that all conditions to the
Company's obligations hereunder have been satisfied.


                                      -19-
<PAGE>   24

            Section 8.2 Governmental Permits and Approvals. Any and all Permits
necessary for the consummation of the transactions contemplated hereby shall
have been obtained.

            Section 8.3 Legal Proceedings. No suit, action, claim, proceeding or
investigation shall have been instituted or threatened before any court or any
foreign, federal, state, county or local government or any other governmental,
regulatory or administrative agency or authority seeking to restrain, prohibit
or invalidate the sale of the Preferred Shares to the Investor hereunder or the
consummation of the transactions contemplated hereby or to seek damages in
connection with such transactions.

            Section 8.4 Third Party Consents. All consents, waivers, licenses,
variances, exemptions, franchises, permits, approvals and authorizations from
parties to any contracts and other agreements (including any amendments and
modifications thereto) with the Investor which may be required in connection
with the performance by the Investor of its obligations under this Agreement
shall have been obtained.

            Section 8.5 Purchase Price. The Investor shall have tendered payment
for the Preferred Shares in the amount and in the manner specified in Section
3.1 hereof.

            Section 8.6 Approval of Counsel to the Company. The Investor shall
furnish to counsel for the Company such certificates and documents as may
reasonably be requested by counsel to the Company to enable such counsel to pass
on or evaluate the satisfaction of the conditions set forth in this Article 8.
All actions and proceedings hereunder and all documents or other papers required
to be delivered by the Investor hereunder or in connection with the consummation
of the transactions contemplated hereby, and all other related matters, shall be
subject to the reasonable approval of Gibson, Dunn & Crutcher LLP, counsel to
the Company, as to their form and substance.

            Section 8.7 No Stop Order. On the Closing Date, no stop order
suspending the effectiveness of the Company's Registration Statement shall have
been issued under the Securities Act or proceedings therefor initiated or
threatened by the SEC.

            Section 8.8 Opinion of Investor's Counsel. The Company shall have
received from Schulte Roth & Zabel LLP, counsel for the Investor, an opinion
dated the Closing Date, in substantially the form of Exhibit F hereto.


                                      -20-
<PAGE>   25
                             ARTICLE 9 ASSIGNMENT.

            Section 9.1 Assignability by Investor. Subject to the terms of the
Agreement and Waiver, the Investor may, without the consent or approval of the
Company, assign its rights and obligations under this Agreement to a Person to
whom the Investor assigns its interest in the Preferred Shares, pro rata based
upon the percentage of Preferred Shares transferred, provided that such assignee
agrees in writing to be bound by the terms of this Agreement.

            Section 9.2 Assignability by the Company. Without the prior written
consent of the Investor, in the sole and absolute discretion of the Investor,
the Company may not assign or delegate its rights or obligations hereunder.

            Section 9.3 Binding Agreement. Subject to the provisions of Sections
9.1 and 9.2, this Agreement shall be binding upon the heirs, successors and
assigns of the parties.


                            ARTICLE 10 MISCELLANEOUS.

            Section 10.1 Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York as applied
between residents of that State entering into contracts to be performed wholly
within that State.

            Section 10.2 Notices. All notices hereunder shall be in writing and
shall be given: (a) if to the Company, at 363 San Miguel Drive, Newport Beach,
California 92660-7805, Attention: President, or such other address or addresses
of which the Investor shall have been given notice, with copies to Gibson, Dunn
& Crutcher LLP, 333 South Grand Avenue, Los Angeles, California 90071-3197,
Attention: Dhiya El-Saden, Esq., or such other address of which the Investor
shall have been given notice; and (b) if to the Investor, at Rothschild Realty
Inc., 1251 Avenue of the Americas, New York, New York 10020, Attn: Matthew
Kaplan, or such other address of which the Company shall have been given notice,
with copies to Schulte Roth & Zabel LLP, 900 Third Avenue, New York, New York
10022, Attention: Andre Weiss, Esq., or such other address of which the Company
shall have been given notice. Any notice shall be deemed to have been given if
personally delivered or sent by United States mail or by commercial courier or
delivery service or by telegram or telex and shall be deemed received, unless
earlier received, (i) if sent by certified or registered mail, return receipt
requested, three business days after deposit in the mail, postage prepaid, (ii)
if sent by United States Express Mail or by commercial courier or delivery
service, one Business Day after delivery to a United States Post Office or
delivery service, postage prepaid, (iii) if sent by telegram, telex or facsimile
transmission, when receipt is acknowledged by answerback, and (iv) if delivered
by hand, on the date of receipt.

            Section 10.3 Entire Agreement; Amendments. This Agreement and other
agreements referred to herein set forth the entire understanding of the parties
hereto, and this Agreement shall not be amended except by an instrument in
writing executed by the Company and the Investor.


                                      -21-
<PAGE>   26
            Section 10.4 Remedies for Breaches of This Agreement.

                  Section 10.4.1 Survival of Certain Provisions. All of the
representations and warranties of the Company contained in Article 4 above and
all of the covenants and undertakings of the Company contained in Article 6
above, shall survive the Closings hereunder and continue in full force and
effect until the first anniversary of each Closing (subject to any applicable
statutes of limitations).

                  Section 10.4.2 Indemnification Provisions. In the event that
either the Company or the Investor breaches any of its representations,
warranties, and covenants contained herein, provided that the non-breaching
party makes a written claim for indemnification against the breaching party
pursuant to Section 10.2, then the breaching party agrees to indemnify the
non-breaching party from and against the entirety of any Adverse Consequences
the non-breaching party may suffer through and after the date of the claim for
indemnification (including any Adverse Consequences the non-breaching party, its
members or shareholders may suffer after the end of any applicable survival
period) resulting from, arising out of, relating to, in the nature of, or caused
by such breach. In addition to the indemnification rights provided for herein,
the non-breaching party shall also have the right to all such remedies to which
it is entitled as a matter of law or equity.

                  Section 10.4.3  Matters Involving Third Parties.

                   (i) If any third party shall notify any party entitled to be
      indemnified hereunder (the "Indemnified Party") with respect to any matter
      (a "Third Party Claim") which may give rise to a claim for indemnification
      against the Company or the Investor (the "Indemnifying Party") under this
      Section 10.4, then the Indemnified Party shall promptly notify each
      Indemnifying Party thereof in writing; provided, however, that no delay on
      the part of the Indemnified Party in notifying any Indemnifying Party
      shall relieve the Indemnifying Party from any obligation hereunder unless
      (and then solely to the extent) the Indemnifying Party thereby is
      prejudiced.

                   (ii) Any Indemnifying Party will have the right to assume the
      defense of the Third Party Claim with counsel of his or its choice
      reasonably satisfactory to the Indemnified Party at any time within 15
      days after the Indemnified Party has given notice of the Third Party
      Claim; provided, however, that the Indemnifying Party must conduct the
      defense of the Third Party Claim actively and diligently thereafter in
      order to preserve its rights in this regard; and provided further that the
      Indemnified Party may retain separate co-counsel at its sole cost and
      expense and participate in the defense of the Third Party Claim.

                   (iii) So long as the Indemnifying Party has assumed and is
      conducting the defense of the Third Party Claim in accordance with Section
      10.4.3(ii) above, the Indemnifying Party will not consent to the entry of
      any judgment or enter into any settlement with respect to the Third Party
      Claim without the prior written consent of the


                                      -22-
<PAGE>   27
      Indemnified Party (not to be withheld unreasonably) unless the judgment or
      proposed settlement involves only the payment of money damages by one or
      more of the Indemnifying Parties and does not impose an injunction or
      other equitable relief upon the Indemnified Party.

                   (iv) So long as the Indemnifying Party has assumed and is
      conducting the defense of the Third Party Claim in accordance with Section
      10.4.3(ii) above, the Indemnified Party will not consent to the entry of
      any judgment or enter into any settlement with respect to the Third Party
      Claim without the prior written consent of the Indemnifying Party (not to
      be withheld unreasonably).

                   (v) In the event none of the Indemnifying Parties assumes and
      conducts the defense of the Third Party Claim in accordance with Section
      10.4.3(ii) above, (A) the Indemnified Party may defend against, and
      consent to the entry of any judgment or enter into any settlement with
      respect to, the Third Party Claim in any manner he or it reasonably may
      deem appropriate (and the Indemnified Party need not consult with, or
      obtain any consent from, any Indemnifying Party in connection therewith)
      and (B) the Indemnifying Parties will remain responsible for any Adverse
      Consequences the Indemnified Party may suffer resulting from, arising out
      of, relating to, in the nature of, or caused by the Third Party Claim to
      the fullest extent provided in this Section 10.4.

            Section 10.5 Confidentiality. The Investor agrees not to use any
Confidential Information for any purpose other than evaluating the Investment
and the Investor will not divulge, furnish or make available to any other person
or entity other than the Investor's legal counsel, accountants and designated
advisors, and a limited number of the Investor's officers and employees and the
officers and employees of any member of the Investor, solely to the extent
necessary in connection with the evaluation and consummation of the Investment;
such persons and entities shall be informed by the Investor of the confidential
nature of the Confidential Information and shall be directed to treat such
Confidential Information confidentially. Except as required by law, without the
prior written consent of the other party or until such time as a mutually
agreeable public announcement is made, no party hereto will disclose to any
Person other than its Affiliates, attorneys, accountants and other advisors
either the fact that discussion or negotiations are taking place concerning the
Investment or any of the terms, conditions or other facts with respect to the
Investment, including status or that the Confidential Information has been made
available to the Investor and its Representatives.

            In the event that the Investor is requested or required (by oral
questions, interrogatories, requests for information or documents, subpoena,
civil investigative demand or similar process) to disclose any of the
Confidential Information, the Investor will provide the Company with prompt
notice of such request or requirements, and the Investor shall cooperate with
the Company in seeking to legally avoid such disclosure. If, in the absence of a
protective order, the Investor is legally compelled, in the opinion of its
counsel, to disclose any of the information, the Company shall either seek and
obtain appropriate protective orders against such


                                      -23-
<PAGE>   28
disclosure or shall hereby be deemed to waive the Investor's compliance with the
provisions of this Agreement to the extent necessary to satisfy such request or
requirement.

            Section 10.6 Standstill. Subject to the provisions of the sentence
next following, the Investor agrees that until January 1, 1999 it and its
Affiliates shall not (a) acquire, offer to acquire, or agree to acquire,
directly or indirectly, by purchase or otherwise, any voting securities, direct
or indirect rights or options to acquire any voting securities, direct or
indirect rights or options to acquire any voting securities, or securities or
instruments convertible into voting securities, of the Company, (b) make, or in
any way participate, directly or indirectly, in any "solicitation" of "proxies"
to vote (as such terms are used in the proxy rules of the SEC) securities of the
Company, or seek to advise or influence any person or entity with respect to any
voting of any securities of the Company, (c) form, join or in any way
participate in a "group" within the meaning of Section 13(d)(3) of the Exchange
Act, with respect to any voting securities of the Company, (d) make any public
announcement with respect to or make or submit a proposal or offer (with or
without conditions) for the securities or assets of the Company or any
extraordinary transaction involving the Company or any of its Subsidiaries, (e)
submit or effect any filing or application, or seek to obtain any permit,
consent or agreement, approval or other action, required by or from any
regulatory agency with respect to an acquisition of the Company or any of its
securities or assets, (f) otherwise act alone or in concert with others to seek
to control the management, board of directors or policies of the Company; or (g)
propose any of the foregoing unless and until such proposal is specifically
invited by the Company. Based on the representations of Rothschild to the
Company that Affiliates of Rothschild (which representation Rothschild hereby
reaffirms) not under control of Rothschild have no access to any of the internal
information or files of Rothschild and receive no information, recommendations
or advice from Rothschild, the Company agrees that the prohibitions of the
preceding sentence shall not apply to any Affiliates of Rothschild that are not
under the control of Rothschild and are engaged in the regular business of
trading in publicly-traded securities, so long as such affiliates have not
received, or been given access to, any of the Confidential Information and have
not received any instructions, recommendations or advice pertaining to an
investment in or control of the Company from any party having access to any of
the Confidential Information.

            Section 10.7 Lock-Up. The Investor agrees that for a period of one
year, commencing on the date of this Agreement, it shall not sell transfer,
convey, assign, pledge or hypothecate any of the Preferred Shares or any shares
of Common Stock obtained upon conversion of any Preferred Shares.

            Section 10.8 Termination. This Agreement may be terminated at any
time prior to the date which all of the Preferred Shares have been sold
hereunder:

            (a) by the mutual written consent of the Investor and the Company;

            (b) by the Company or the Investor if the entire amount of Preferred
Shares to be sold by the Company to the Investor hereto have not been sold on or
prior to the date which is the one year anniversary of the date hereof;
providing that the party attempting to terminate this


                                      -24-
<PAGE>   29
Agreement is not in material breach of any of its representations, warranties,
covenants or agreements contained in this Agreement. In the event of termination
by the Company or the Investor pursuant to this Section 10.8, written notice
thereof shall forthwith be delivered to the other party;

            (c) by the Investor, if there is a material breach of any material
representation or warranty set forth in Article 4 hereof or any covenant or
agreement to be complied with or performed by the Investor pursuant to the terms
of this Agreement, provided that the Investor may not terminate this Agreement
prior to the Closing unless the Company has not cured such failure after 10 days
notice thereof; or

            (d) by the Company, if there is a material breach of any material
representation or warranty set forth in Article 5 hereof or any covenant or
agreement to be complied with or performed by the Investor pursuant to the terms
of this Agreement, provided that the Company may not terminate this Agreement
prior to the Closing unless the Investor has cured such failure after 10 days
notice thereof.


                                      -25-
<PAGE>   30
            Section 10.9 Counterparts. This Agreement may be executed in more
than one counterpart, each of which may be executed by fewer than all the
parties, with the same effect as if the parties executed one counterpart as of
the day and year first above written.

            IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals as of the day and year first above written.

                              PACIFIC GULF PROPERTIES INC.


                              By:    s/ Glenn L. Carpenter
                                     -------------------------------------
                              Name:  Glenn L. Carpenter
                              Title: Chairman, Chief Executive Officer
                                     and President


                              FIVE ARROWS REALTY SECURITIES L.L.C.


                              By:    /s/ Matthew W. Kaplan
                                     -------------------------------------
                              Name:  Matthew W. Kaplan
                              Title: Manager


            The undersigned hereby acknowledges the terms hereof and hereby
agrees to be bound by the following sections hereof: Sections 10.5, 10.6 and
10.7.

                              ROTHSCHILD REALTY INC.


                              By:    /s/ Matthew W. Kaplan
                                     -------------------------------------
                              Name:  Matthew W. Kaplan
                              Title: Senior Vice President


                                      -26-