<PAGE>


                                 SALE AGREEMENT

                  (Desert Samaritan Medical Buildings I and II)

                  This AGREEMENT is entered into effective the 1st day of
September, 1995, by and between DESERT COMMERCIAL PROPERTIES LIMITED
PARTNERSHIP, an Arizona limited partnership ("Seller") and UNIVERSAL HEALTH
REALTY INCOME TRUST, a Maryland real estate investment trust ("Buyer"):

                                    RECITALS

                  A. Seller: (1) holds the tenant's/lessee's interest (the
"Ground Lease Interest") under those ground leases described on Exhibit "B"
attached hereto (the "Ground Leases"), applicable to that real property
described on Exhibit "A" attached hereto (the "Real Property"); (2) owns,
subject to the terms of the Ground Leases, certain of the fixtures and
improvements located on the Real Property (the "Improvements"); (3) holds the
landlord's/lessor's interest (the "Tenant Lease Interests") under all tenant
leases ("Tenants") for sublease of the Real Property and Improvements ("Tenant
Leases"), together with the security deposits paid by such Tenants pursuant to
those Tenant Leases (the "Security Deposits"); (4) holds an interest under
certain service and other contracts applicable to the Real Property and
Improvements (the "Contract Interests"); and (5) owns or holds an interest in
certain personal property ("Personal Property") and intangible property and
other rights appurtenant to the Real Property and Improvements (the "Intangible
Property"), with the Ground Lease Interest, Improvements, Tenant Lease
Interests, Deposits, Contract Interests, Personal Property and Intangible
Property sometimes referred to herein as the "Property".

                 B. That portion of the Property commonly known as Desert
Samaritan Medical Building I, located at 1450 South Dobson Road, Mesa, Arizona,
is sometimes referred to herein as "Building I", and that portion of the
Property commonly known as Desert Samaritan Medical Building II, located at 1500
South Dobson Road, Mesa, Arizona, is sometimes referred to herein as "Building
II".

                 C. Certain of the Property is encumbered by that $11,500,000.00
original principal amount loan (the "Loan") made by United States Leasing
International, Inc. ("Lender") to Seller, evidenced by Promissory Note dated
September 15, 1993, secured by, among other things, Deed of Trust, Security
Agreement, Assignment of Leases and Rents, Fixture Filing and Financing
Statement dated September 15, 1993, and recorded September 16, 1993 as
Instrument No. 93-0626122, Office of the Maricopa County Recorder, Arizona and
related documents (the "Loan Documents").

                 D. Seller desires to sell and transfer to Buyer, and Buyer
desires to purchase and accept transfer from Seller, of an undivided 10.720%
ownership in the Property, exclusive of the encumbrance of or any liability for
the Loan (the "Subject Interest"), on the terms and conditions set forth herein

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                              TERMS AND CONDITIONS

                  NOW, THEREFORE, for and in consideration of the mutual
covenants and provisions set forth herein, and other good and valuable
consideration, the receipt of which by all parties is hereby acknowledged, the
parties, intending to be legally bound, agree as follows:

                  1. Sale. Seller agrees to sell to Buyer, and Buyer agrees to
purchase from Seller, the Subject Interest on the terms and conditions set forth
in this Agreement.

                  2. Purchase price. The purchase price payable by Buyer to
Seller for the Subject Interest is One Million, Seven Hundred Forty-One
Thousand, Four Hundred Thirty-One and No/100 Dollars ($1,741,431.00) (the
"Purchase Price"), payable in cash at Closing (as herein defined). The Purchase
Price shall be allocated to the Property as set forth on Exhibit "C" attached
hereto.

                  3. Closing. Closing pursuant to this Agreement, shall take
place effective as of ___________________, 1995 (the "Closing"). At Closing,
Seller and Buyer shall:

                           A. Take all acts, and execute all documents,
                  necessary to transfer the Subject Interest from Seller to
                  Buyer, including:

                                  (1)       Assignment of Leasehold Interest, in
                                            the form of Exhibit "D" attached
                                            hereto, conveying the Ground Lease
                                            Interest portion of the Subject
                                            Interest;

                                  (2)       Special Warranty Deed in the form of
                                            Exhibit "E" attached hereto,
                                            conveying the Subject Interest
                                            portion of the Improvements.

                                  (3)       Affidavit of Property Value, as
                                            required by Arizona law.

                                  (4)       Non-Foreign Affidavit (in compliance
                                            with Section 1445 of the Internal
                                            Revenue Code) in the form of Exhibit
                                            "F" attached hereto.

                                  (5)       Rent Roll, in the form of Exhibit
                                            "G" attached hereto, completed to
                                            reflect current status of all Tenant
                                            Leases and Deposits.



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<PAGE>

                                  (6)       Assignment and Assumption of Leases
                                            and Contracts, in the form of
                                            Exhibit "H" attached hereto, as to
                                            the Subject Interest portion of all
                                            Tenant Lease Interests, Deposits and
                                            Contract Interests.

                                  (7)       Bill of Sale in the form of Exhibit
                                            "I" attached hereto, as to the
                                            Subject Interest portion of all
                                            Personal Property.

                                  (8)       Assignment of Rights in the form of
                                            Exhibit "J" attached hereto as to
                                            the Subject Interest portion of all
                                            Intangible Property.

                           B. Prorations. All income and expense items
                  (excluding the Loan and principal and interest payments
                  thereon, but including any real estate tax, insurance and
                  similar impound payments or accounts) applicable to the
                  Subject Interest shall be prorated between Seller and Buyer as
                  of the Closing (based on the latest available information, to
                  be updated and reprorated when actual information becomes
                  known), such that Seller is entitled to all income and bears
                  all expenses for the period up to Closing, and Buyer is
                  entitled to all income and bears all expenses for the period
                  from and after Closing; provided that no prorations shall be
                  made for the Loan. Specific proration items include:

                                  (1)       Real estate taxes, prorated based on
                                            1994 figures if 1995 figures are not
                                            known as of Closing, to be
                                            reprorated when 1995 figures become
                                            known.

                                  (2)       The Subject Interest portion of all
                                            Deposits, to be transferred to or
                                            for the account of Buyer.

                                  (3)       All rents and other Tenant payments
                                            (including expense overage and
                                            impounds) prorated based on
                                            scheduled payments required under
                                            Tenant Leases.

                           C. Loan Liability. The Subject Interest shall not
                  include, and neither the provisions of this Agreement nor any
                  document executed in connection therewith shall in any way
                  obligate or be interpreted so as to have Buyer assume or in
                  any way be responsible for, any liability under the Loan. As a
                  material consideration for Buyer's purchase of the Subject
                  Interest, Seller agrees, from and after Closing, to in all
                  respects be liable for and timely pay each and all of the
                  payments required under the Loan and Loan Documents (the "Loan
                  Payment Obligation"), excepting only impound or similar
                  payments for real estate taxes, insurance and other payments
                  or performances related to ownership and operation of the
                  Property and not to the Loan or any payments required in
                  connection therewith (including but not limited to principal,
                  interest, late charges, default interest, prepayment
                  penalties, costs, attorneys' fees, advancement cost and
                  similar matters).
 


                                       -3-

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                           D. Non-Consent. Buyer acknowledges review of
                  provisions of the Loan Documents, including but not limited to
                  the restrictions on transfer and further encumbrance without
                  the Lender's approval (the "Transfer Restrictions"). Seller
                  and Buyer acknowledge and agree the Subject Interest shall be
                  transferred from Seller to Buyer at Closing without compliance
                  with the Transfer Restrictions, with each of Seller and Buyer
                  hereby releasing the other from any and all claims or
                  liability deriving from any non-compliance by Seller or Buyer
                  with the Transfer Restrictions to the extent applicable to
                  transfer of the Subject Interest pursuant to this Agreement,
                  but without releasing Seller from the Loan Payment Obligation.

                           E. Authorization. Seller and Buyer shall each provide
                  to the other appropriate evidence of their authority to
                  execute this Agreement and all documents referenced herein
                  ("Related Documents"), and to perform each and all of their
                  obligations thereunder.

                           F. Survival. The provisions of this paragraph 3 shall
                  survive the Closing.

                           G. Feasibility. Prior to or concurrently with the
                  full execution of this Agreement, Seller has delivered or
                  caused to be delivered to Buyer the following:

                                  (1)       A title commitment in favor of Buyer
                                            in the amount of the Purchase Price
                                            issued by a title insurance company
                                            mutually acceptable to Buyer and
                                            Seller that commits to issue Buyer a
                                            standard owners' policy of title
                                            insurance at the Closing insuring
                                            that Buyer is the owner of the
                                            Subject Interest and that lists all
                                            exceptions to title to the Subject
                                            Interest;

                                  (2)       Legible copies of all documents
                                            evidencing the exceptions to title
                                            to the Subject Interest which are
                                            set forth in the aforementioned
                                            title commitment;

                                  (3)       Any environmental reports or
                                            assessments affecting the Property;

                                  (4)       The rent roll, as of the date of
                                            this Agreement and any other
                                            information pertaining to the
                                            tenancies and operations of the
                                            Property that is in Seller's
                                            possession and which Buyer requests
                                            in writing.



                                       -4-

<PAGE>

                  Buyer shall have the right to terminate this Agreement if, in
                  its sole discretion, it does not approve of the matters set
                  forth above by sending written notice of such termination
                  prior to the expiration of the fifth day after its receipt of
                  all such matters. In the event of such a termination, Buyer
                  and Seller shall have no further obligations to each other
                  under this Agreement.

                           H. Title Policy. At the Closing, Seller shall cause
                  to be issued to Buyer a standard owners' title insurance
                  policy in the amount of the Purchase Price insuring that Buyer
                  is the owner of the Subject Interest subject only to those
                  matters set forth in the commitment for title insurance
                  referenced in Section 3.G above. This title insurance policy
                  shall include an endorsement allowing the benefits of the
                  coverage to be transferred at no additional cost to any
                  limited liability company formed by Buyer and Seller and to
                  which the Property is conveyed.

                  4. Representations. Seller and Buyer each represent and
warrant to the other that:

                           A. They are duly organized pursuant to their
                  organizational documents, with full power and authority to
                  enter into and perform each and all of their obligations under
                  this Agreement and Documents.

                           B. Execution of this Agreement, and Related
                  Documents, and performance of each and all of their
                  obligations thereunder, does not breach or contravene any
                  agreement, law or other arrangement by which they are bound.

                           C. Seller has disclosed to Buyer, and Buyer has
                  reviewed or had the opportunity to review, all pertinent
                  materials and information pertaining to the Property,
                  including but not limited to physical condition, zoning,
                  title, tenancies, environmental compliances, and related
                  matters.

                  5. Commissions. Seller and Buyer each represent to the other
that no broker has been involved with the transaction evidenced by this
Agreement, other than CB Commercial Real Estate, and each agrees to indemnify
and hold the other harmless from for and against any commission or other fee
claimed by a third party as a result of its acts or failure to act. Seller shall
be solely responsible for any commission due CB Commercial.

                  6. Attorneys' Fees. In the event of any litigation between the
parties hereto arising out of this Agreement, all reasonable attorneys' fees,
costs and related expenses shall be awarded to the prevailing party therein, and
such attorneys' fees, costs and expenses shall be included in any judgment
obtained by the prevailing party.

                  7. Invalidity. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be valid under applicable
law, but if any provision of this Agreement shall be invalid or prohibited
hereunder, such provision shall be ineffective to the extent of such prohibition
or invalidation but shall not invalidate the remainder of such provision or the
remaining provisions of this Agreement.




                                       -5-

<PAGE>


                 8. Successors. This Agreement shall be binding upon and inure
to the benefit of the successors in interest and assigns of the parties hereto,
provided, however, that: (a) Buyer shall not in any way transfer any of its
interest under this Agreement without the prior written consent of Seller; and
(b) Seller shall not in any way transfer any of its interest under this
Agreement without the prior written consent of Buyer.

                 9. Entire Agreement. This Agreement contains the entire
agreement of the parties hereto with respect to the matters set forth herein,
and supersedes all prior arrangements and understandings between the parties,
and no other agreement, statement or promise made by either party hereto which
is not contained herein shall be binding or valid.

                10. Controlling Law. This Agreement shall be construed and
interpreted under, and governed and enforced according to the laws of the State
of Arizona.

                11. Notices. Any and all notices or demands by or from the
parties hereto shall be in writing and deemed given upon personal receipt, or if
served by certified mail, seventy-two (72) hours after deposit in the United
States mail, postage prepaid, to the address set forth below, or any other
addresses duly noticed in accordance with this paragraph.

                12. Tax Deferred Exchange. Buyer ("Accommodator") shall
cooperate with Seller ("Requesting Party") in effectuating disposition of the
Property pursuant to a tax deferred exchange under Section 1031 of the Internal
Revenue Code of 1986, as and if amended (an "Exchange"), subject to the
following limitations:

                           A. The Requesting Party shall have the right to
                  proceed with an Exchange at any time prior to the Closing
                  Date, provided it gives reasonable advance notice of its
                  desire to have Accommodator participate in the Exchange,
                  together with each and all of the documents to be executed by
                  Accommodator with respect to the Exchange.

                           B. Neither the Closing, nor consummation of any other
                  aspect of this Agreement, shall in any way be predicated or
                  conditioned on the Exchange or completion thereof.

                           C. Any documents to be executed by Accommodator in
                  connection with an Exchange shall not cause Accommodator to
                  incur any additional cost, expense or liability.

                           D. Accommodator shall have the right, as a condition
                  to participation in the Exchange, to require Requesting Party
                  to provide advance payment to Accommodator of the reasonably
                  anticipated extra costs, including attorneys' fees, to be
                  incurred by Accommodator solely by reason of participation in
                  the Exchange.



                                       -6-

<PAGE>


                           E. Accommodator does not make any representation or
                  warranty to Requesting Party or any other third party,
                  including state or federal tax authorities, that the Exchange
                  will qualify for any particular or deferred tax treatment.

                           F. Requesting Party shall indemnify and hold
                  Accommodator harmless for, from and against any and all
                  liability, damages, or costs, including actual attorneys'
                  fees, incurred or that may be incurred by Accommodator by
                  virtue of Accommodator's participation in the Exchange.

                           G. The Exchange shall not in any way limit, terminate
                  or otherwise affect all or any of any party's rights or
                  obligations, under this Agreement.

                13. Exhibits. Exhibits "A" through "J" attached are by this
reference incorporated herein.

                IN WITNESS WHEREOF, this Agreement has been executed on the day
and year first set forth above.

                  SELLER

                  DESERT COMMERCIAL PROPERTIES LIMITED
                  PARTNERSHIP, an Arizona limited partnership

                  By:      ROKMAR CAPITAL, L.L.C., an Arizona limited 
                           liability company, its Managing General Partner

                  By:  /s/ XXXXXXXXXXX
                       ------------------------------------
                  Its: Manager
                       ------------------------------------
                  Tax I.D. No. 95-4266623

                  Address:          2525 East Camelback Road,
                                    Suite 950
                                    Phoenix, Arizona 85016
                                    Telephone: (602) 275-7500
                                    Facsimile: (602) 912-8945



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<PAGE>

                  BUYER

                  UNIVERSAL HEALTH REALTY INCOME TRUST, a
                  Maryland real estate investment trust

                  By:  /s/ XXXXXXXX
                       ------------------------------------
                  Its: Vice President
                       ------------------------------------
                  Tax I.D. No. 23-6858580









                  Address:          367 South Gulph Road
                                    King of Prussia, Pennsylvania 19406
                                    Telephone: (610) 265-0688
                                    Facsimile: (610) 768-3318





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                                LIST OF EXHIBITS

Exhibits                        Description
--------                        -----------

    "A"                Legal Description of Real Property

    "B"                Ground Leases

    "C"                Purchase Price Allocation

    "D"                Assignment of Leasehold Interest

    "E"                Special Warranty Deed

    "F"                Rent Roll

    "G"                Non-Foreign Affidavit

    "H"                Assignment and Assumption of Leases and Contracts

    "I"                Bill of Sale

    "J"                Assignment of Rights



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