<PAGE>   1
                                                                 Loan No. 6032ZR

                         SECOND MODIFICATION AGREEMENT
                                 UNSECURED LOAN

THIS SECOND MODIFICATION AGREEMENT is dated as of July 25, 1996, entered among
OASIS RESIDENTIAL, INC., a Nevada corporation ("Company"), MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, BANK ONE, ARIZONA, N.A., UNION BANK, DRESDNER BANK
AG, Los Angeles Agency and Grand Cayman Branch, and WELLS FARGO BANK, N.A.,
each individually referred to therein as a lender ("Lender") and collectively
referred to as lenders ("Lenders"), and MORGAN GUARANTY TRUST OF NEW YORK and
BANK ONE, ARIZONA, Lenders having the capacity of co-agents ("Co-Agents") and
WELLS FARGO BANK, N.A., as administrative agent for Lenders and Co-Agents (in
such capacity, "Administrative Agent").

                                    RECITALS

A.       Pursuant to the terms of a Credit Agreement between Company and
         Lenders dated September 25, 1995 ("Credit Agreement"), Lenders made a
         loan to Company in the aggregate principal amount of ONE HUNDRED FIFTY
         MILLION AND NO/100THS DOLLARS ($150,000,000.00) ("Loan").  The Loan is
         evidenced by promissory notes dated as of the date of the Credit
         Agreement, executed by Company in favor of Lenders, in the following
         principal amounts:

                 Morgan Guaranty Trust Company of New York $35,000,000.00;

                 Bank One, Arizona, N.A. $35,000,000.00;

                 Union Bank $20,000,000.00;

                 Dresdner Bank AG $20,000,000.00; and

                 Wells Fargo Bank, N.A. $40,000,000.00 (each singularly
                                                  Morgan Note, Bank One Note,
                                                  Union Note, Dresdner Note and
                                                  Wells Note, respectively, and
                                                  collectively, the "Note").

B.       The Note and Credit Agreement have been previously amended and
         modified by modification agreement dated: February 27, 1996 (the
         "First Modification").

C.       The Note, Credit Agreement, the First Modification Agreement, this
         Second Modification Agreement, the other documents described in the
         Credit Agreement as "Loan Documents" together with all modifications
         and amendments thereto and any document required hereunder, are
         collectively referred to herein as the "Loan Documents".

D.       By this Second Modification Agreement, Company, Administrative Agent,
         Co-Agents and Lenders intend to modify and amend certain terms and
         provisions of the Loan Documents.

NOW, THEREFORE, Company, Administrative Agent, Co-Agents and Lenders agree as
follows:

1.       CONDITIONS PRECEDENT.  The following are conditions precedent to
         Lenders' obligations under this Agreement:

         1.1     Receipt and approval by Administrative Agent of the executed
                 originals of this Second Modification Agreement, and any and
                 all other documents and agreements which are required pursuant
                 to this Second Modification Agreement or which Administrative
                 Agent has requested pursuant to the Loan Documents, in form
                 and content acceptable to Administrative Agent;





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                                                                 Loan No. 6032ZR

         1.2     Reimbursement to Administrative Agent by Company of Lender's
                 costs and expenses incurred in connection with this Agreement
                 and the transactions contemplated hereby, including, without
                 limitation, attorneys' fees, and documentation costs and
                 charges, whether such services are furnished by Lender's
                 employees or agents or by independent contractors;

         1.3     The representations and warranties contained herein are true
                 and correct.

2.       REPRESENTATIONS AND WARRANTIES. Company hereby represents and warrants
         that no breach or failure of condition has occurred, or would exist
         with notice or the lapse of time or both, under any of the Loan
         Documents, as modified by this Second Modification Agreement, and all
         representations and warranties herein and in the other Loan Documents
         are true and correct, which representations and warranties shall
         survive execution of this Second Modification Agreement.

3.       MODIFICATION OF LOAN DOCUMENTS.  The Loan Documents are hereby
         supplemented and modified to incorporate the following, which shall
         supersede and prevail over any conflicting provisions of the Loan
         Documents:

         3.01    DEFINED TERMS.   Effective July 29, 1996, the following
                 defined terms are hereby added to Section 1.1
                 DEFINED TERMS.   of the Credit Agreement, as follows:

                 "Duff & Phelps" - means Duff & Phelps Credit Rating Co.

                 "Rating Agencies" - means each of (i) S&P, (ii) Moody's and
                 (iii) Duff and Phelps.

         3.02    AMENDMENT TO DEFINITION OF "APPLICABLE LIBO RATE MARGIN".  For
                 all new LIBO Rate Loans, effective as of July 29, 1996, the
                 definition of "Applicable LIBO Rate Margin" set forth in
                 Section 1.1 of the Credit Agreement is hereby amended and
                 restated to read in its entirety as follows:

                 "Applicable LIBO Rate Margin" means, as of any date of
                 determination: (i) 1.25%, if Company's senior unsecured long
                 term debt obligations are rated at least BBB+/Baa 1 by the
                 Rating Agencies, (ii) 1.375%, if Company's senior unsecured
                 long term debt obligations are rated at least BBB/Baa2 by the
                 Ratings Agencies but the condition set forth in clause (i) of
                 this definition is not satisfied, (iii) 1.50%, if Company's
                 senior unsecured long term debt obligations are rated at least
                 BBB-/Baa3 by the Rating Agencies but neither the condition
                 set forth in clause (i) of this definition nor the condition
                 set forth in clause (ii) of this definition is satisfied, or
                 (iv) 1.75%, if the Company's senior unsecured long term debt
                 obligations does not satisfy the conditions of any of clause
                 (i), clause (ii), or clause (iii) of this definition.

                 The assigned rating of the Company's senior unsecured long
                 term debt obligations given by at least two of three Rating
                 Agencies will be used for purposes of determining the
                 Applicable LIBO Rate Margin.

         3.03    AMENDMENT TO EXTENSION OF THE MATURITY DATE. Section 2.9
                 Extension of the Maturity Date. subparagraphs (i) through (v)
                 of the Credit Agreement are hereby supplemented to incorporate
                 the following subparagraph (vi):

                 "(vi)     Lenders shall have reaffirmed or restated the
                           definition of Applicable LIBO Rate Margin."

4.       FORMATION AND ORGANIZATIONAL DOCUMENTS.  Company has previously
         delivered to Administrative Agent all of the relevant formation and
         organizational documents of Company, of the partners or joint
         venturers of Company (if any), and of all guarantors of the Loan (if
         any), and all such formation documents remain in full force and effect
         and have not been amended or modified since they were delivered to
         Administrative Agent.  Company hereby certifies that: (i) the above
         documents are all of the





                                  Page 2 of 4
<PAGE>   3
                                                                 Loan No. 6032ZR

                 relevant formation and organizational documents of Company;
                 (ii) they remain in full force and effect; and (iii) they have
                 not been amended or modified since they were previously
                 delivered to Administrative Agent.

5.       NON-IMPAIRMENT.  Except as expressly provided herein, nothing in this
         Second Modification Agreement shall alter or affect any provision,
         condition, or covenant contained in the Loan Documents or affect or
         impair any rights, powers, or remedies thereunder, it being the intent
         of the parties hereto that the provisions of the Loan Documents shall
         continue in full force and effect except as expressly modified hereby.

6.       MISCELLANEOUS.  This Second Modification Agreement and the other Loan
         Documents shall be governed by and interpreted in accordance with the
         laws of the State of Nevada, except if preempted by Federal law.  In
         any action brought or arising out of this Second Modification
         Agreement or the Loan Documents, Company, and the general partners and
         joint venturers of Company, hereby consent to the jurisdiction of any
         Federal or State Court having proper venue within the State of Nevada
         and also consent to the service of process by any means authorized by
         Nevada or federal law.  The headings used in this Second Modification
         Agreement are for convenience only and shall be disregarded in
         interpreting the substantive provisions of this Second Modification
         Agreement.  Except as expressly provided otherwise herein, all terms
         used herein shall have the meaning given to them in the other Loan
         Documents.  Time is of the essence of each term of the Loan Documents,
         including this Second Modification Agreement.  If any provision of
         this Second Modification Agreement or any of the other Loan Documents
         shall be determined by a court of competent jurisdiction to be
         invalid, illegal or unenforceable, that portion shall be deemed
         severed therefrom and the remaining parts shall remain in full force
         as though the invalid, illegal, or unenforceable portion had never
         been a part thereof.

7.       INTEGRATION; INTERPRETATION.  The Loan Documents, including this
         Second Modification Agreement, contain or expressly incorporate by
         reference the entire agreement of the parties with respect to the
         matters contemplated herein and supersede all prior negotiations.  The
         Loan Documents shall not be modified except by written instrument
         executed by all parties.  Any reference to the Loan Documents in any
         of the Loan Documents includes any amendments, renewals or extensions
         approved by Lenders.

8.       EXECUTION IN COUNTERPART.  This Agreement, and other Loan Documents
         which expressly so provide, may be executed in any number of
         counterparts, each of which when executed and delivered will be deemed
         to be an original and all of which, taken together, will be deemed to
         be one and the same instrument.

IN WITNESS WHEREOF, Company, Administrative Agent, Co-Agents and Lenders have
caused this Second Modification Agreement to be duly executed as of the date
first above written.









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<PAGE>   4
                                                                 Loan No. 6032ZR


              "LENDERS"

WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent

BY:______________________________
         Mark D. Osgood
         Its:     Vice President
              -------------------

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent

BY:______________________________

  Its:___________________________

BANK ONE, ARIZONA, N.A., individually
and as Co-Agent

BY:______________________________

  Its:___________________________
  
UNION BANK

BY:______________________________

  Its:___________________________

BY:______________________________

  Its:___________________________

DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH

BY:______________________________

  Its:___________________________

BY:______________________________

  Its:___________________________


              "COMPANY"

OASIS RESIDENTIAL, INC., a Nevada corporation

By:______________________________

   ITS:__________________________





                                  Page 4 of 4


<PAGE>   5


                                                                 Loan No. 6032ZR


              "LENDERS"

WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent

BY:______________________________
         Mark D. Osgood
         Its:     Vice President
              -------------------

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent

BY:______________________________

  Its:___________________________

BANK ONE, ARIZONA, N.A., individually
and as Co-Agent

BY:        /SIG/
   ------------------------------
  Its:  Vice President
      ---------------------------
  
UNION BANK

BY:______________________________

  Its:___________________________

BY:______________________________

  Its:___________________________

DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH

BY:______________________________

  Its:___________________________

BY:______________________________

  Its:___________________________


             "COMPANY"

OASIS RESIDENTIAL, INC., a Nevada corporation

By:______________________________

   ITS:__________________________





                                  Page 4 of 4


<PAGE>   6

                                                                 Loan No. 6032ZR


              "LENDERS"

WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent

BY:   /s/ MARK D. OSGOOD
   ------------------------------
         Mark D. Osgood
         Its:     Vice President
              -------------------

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent

BY:______________________________

  Its:___________________________

BANK ONE, ARIZONA, N.A., individually
and as Co-Agent

BY:______________________________

  Its:___________________________
  
UNION BANK

BY:______________________________

  Its:___________________________

BY:______________________________

  Its:___________________________

DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH

BY:______________________________

  Its:___________________________

BY:______________________________

  Its:___________________________


             "COMPANY"

OASIS RESIDENTIAL, INC., a Nevada corporation

By:     /s/ SCOTT S. INGRAHAM
   ------------------------------
        Scott S. Ingraham
   ITS:      President
       --------------------------




                                  Page 4 of 4


<PAGE>   7
                                                                 Loan No. 6032ZR


             "LENDERS"

WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent

BY:______________________________
         Mark D. Osgood
         Its:     Vice President
              -------------------
            

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent

BY:  /s/ MICHAEL M. ERRICHETTI
   ------------------------------
  Its:  VICE PRESIDENT 
      ---------------------------  

BANK ONE, ARIZONA, N.A., individually
and as Co-Agent

BY:______________________________

  Its:___________________________
  
UNION BANK

BY:______________________________

  Its:___________________________

BY:______________________________

  Its:___________________________

DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH

BY:______________________________

  Its:___________________________

BY:______________________________

  Its:___________________________


             "COMPANY"

OASIS RESIDENTIAL, INC., a Nevada corporation

By:______________________________

   ITS:__________________________





                                  Page 4 of 4


<PAGE>   8
                                                                 Loan No. 6032ZR


               "LENDERS"

WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent

BY:______________________________
         Mark D. Osgood
         Its:     Vice President
             --------------------

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent

BY:______________________________

  Its:___________________________

BANK ONE, ARIZONA, N.A., individually
and as Co-Agent

BY:   /SIG/
   ------------------------------
  Its:  Vice President
      ---------------------------  

UNION BANK

BY:______________________________

  Its:___________________________

BY:______________________________

  Its:___________________________

DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH

BY:______________________________

  Its:___________________________

BY:______________________________

  Its:___________________________


             "COMPANY"

OASIS RESIDENTIAL, INC., a Nevada corporation

By:______________________________

   ITS:__________________________





                                  Page 4 of 4


<PAGE>   9

                                                                 Loan No. 6032ZR


               "LENDERS"

WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent

BY:______________________________
         Mark D. Osgood
         Its:     Vice President
             --------------------            

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent

BY:______________________________

  Its:___________________________

BANK ONE, ARIZONA, N.A., individually
and as Co-Agent

BY:______________________________

  Its:___________________________
  
UNION BANK

BY:     /SIG/
   ------------------------------
  Its:  Assistant Vice President
      ---------------------------
BY:     /SIG/
   ------------------------------
  Its:  Vice President & Manager
      ---------------------------

DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH

BY:______________________________

  Its:___________________________

BY:______________________________

  Its:___________________________


              "COMPANY"

OASIS RESIDENTIAL, INC., a Nevada corporation

By:______________________________

   ITS:__________________________





                                  Page 4 of 4


<PAGE>   10

                                                                 Loan No. 6032ZR


              "LENDERS"

WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent

BY:______________________________
         Mark D. Osgood
         Its:     Vice President
             --------------------

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent

BY:______________________________

  Its:___________________________

BANK ONE, ARIZONA, N.A., individually and
as Co-Agent

BY:______________________________

  Its:___________________________
  
UNION BANK

BY:______________________________

  Its:___________________________

BY:______________________________

  Its:___________________________

DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH

BY:      /SIG/
   ------------------------------
  Its:   AVP
      ---------------------------
BY:      /SIG/
   ------------------------------
  Its:   AVP
      ---------------------------

               "COMPANY"

OASIS RESIDENTIAL, INC., a Nevada corporation

By:______________________________

   ITS:__________________________





                                  Page 4 of 4


<PAGE>   11

[ ] ADD        [ ] CHANGE           [ ] DELETE LINE NUMBER______________________

                                  CERTIFICATE

             (For Disbursement of Loan Proceeds By Funds Transfer)

I hereby certify that the following officers ("Transfer Authorizers") of OASIS
RESIDENTIAL, INC., a Nevada corporation ("Company") have authority under the
Loan Documents described below to initiate drawdowns of loan proceeds and under
that certain Funds Transfer Agreement for Disbursement of Loan Proceeds dated
September 25, 1995 between WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells
Fargo") and Company and to initiate and verify transfers of such loan proceeds
up to the maximum wire amounts specified after their names.  I further certify
that the titles and telephone numbers following the names of such officers are
the current, true and authentic titles and telephone numbers of such officers.

DESCRIPTION OF LOAN DOCUMENTS:



Loan Number: 6032ZR    Loan Amount: $150,000,000.00    Date: September 25, 1995

                              TRANSFER AUTHORIZERS

<TABLE>
<CAPTION>
                                                                                                          Maximum
         Name and Title                                                     Telephone No.               Wire Amount*
         --------------                                                     -------------               ------------
         <S>                                                               <C>                        <C>
         Robert V. Jones, CEO/Chairman of the Board                        (702) 435-9800             $150,000,000.00

         Scott S. Ingram, President/COO                                    (702) 435-9800             $150,000,000.00

         Allan O. Hunter, Jr. EVP/Secretary                                (702) 435-9800             $150,000,000.00

         Marianne K. Aguiar, VP/Controller/Treasurer                       (702) 435-9800             $150,000,000.00

         John M. Clayton, SrVP/CFO/Assistant Secretary                     (702) 435-9800             $150,000,000.00
</TABLE>

*  Maximum Wire Amount may not exceed the Loan Amount.

I further certify that I am authorized by the resolutions of Company to
designate the Transfer Authorizers named above.

Wells Fargo is hereby authorized to rely on this Certificate until a new
Certificate certified by an officer of Company is received by Wells Fargo even
in the event that any or all of the foregoing information may have changed.


            /SIG/                                  Scott S. Ingraham, President
--------------------------------                --------------------------------
        Officer's Signature                                 Name Printed

            /SIG/                                Allan O. Hunter, Jr., Secretary
--------------------------------                --------------------------------
        Officer's Signature                                 Name Printed



OASIS RESIDENTIAL, INC., a Nevada corporation               July 29, 1996
---------------------------------------------   --------------------------------
         Company Name                                               Date