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                                                                   EXHIBIT 10.33
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                             CONTRIBUTION AGREEMENT

                                 By and Between

               EACH OF THE PARTNERSHIPS IDENTIFIED ON SCHEDULE "1"
                                 ATTACHED HERETO

                                       and

                           EXCEL REALTY PARTNERS, L.P.


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                             CONTRIBUTION AGREEMENT

                 IN CONSIDERATION of the covenants herein contained, each of the
Transferors named in Schedule 1 attached hereto hereby agrees to
contribute to the Partnership, and the Partnership hereby agrees to acquire, the
Projects hereinafter described, upon the following terms and conditions.

                                    RECITALS

                 A. Each of the Transferors is the fee owner of one of the
retail shopping centers described in Schedule 1 attached hereto and incorporated
herein by reference (individually, a "Project," and collectively, the
"Projects").

                 B. The parties intend that the Transferors will contribute the
Projects to the Partnership, in exchange for the issuance to the Transferors of
units of limited partnership interest in the Partnership ("Units") and the
payment of cash, all on the terms and subject to the conditions set forth
herein.

                 C. Each Transferor is entering into this Agreement only on its
own behalf. The Partnership acknowledges and agrees that there is no
joint and several liability of or among the Transferors, and that each
Transferor warrants, represents, covenants, and agrees, as set forth below, only
on its own behalf, and only with respect to the Project owned by such
Transferor. The liability of each Transferor shall only be for such warranties,
representations, covenants, agreements, and other matters set forth herein as
relate to such Transferor and the Project owned by such Transferor, and the
liability of each such Transferor hereunder shall not extend to the assets of
any of the other Transferors.

                 D. Schedule 2 attached hereto and incorporated herein by
reference sets forth certain fundamental provisions and definitions for purposes
of this Agreement.

                                   AGREEMENTS

1. Contribution of Properties. Subject to the terms and conditions
contained in this Agreement, each Transferor agrees to contribute to the
Partnership, and the Partnership agrees to acquire from the Transferors, all of
the Transferors' right, title and interest in and to the Projects, each of which
includes the following described property:

         1.1 Each parcel of real property described on Schedule 1 (individually,
a "Parcel" and collectively, the "Parcels");

         1.2 All easements, rights-of-way, appurtenances, and other rights and
benefits belonging to each Parcel, and all public or private streets, roads,
avenues, alleys, or passways, open or proposed, on or abutting each Parcel, and
any award made to or to be made in lieu thereof, and any award for damage to any
Parcel by reason of a change of grade in any street, alley, road, or avenue, as
aforesaid (all of the foregoing being included within the term "Parcel");

         1.3 All of the buildings, structures, fixtures, facilities,
installations, and other improvements of every kind and description now or
hereafter in, on, over and under each Parcel, and all plumbing, gas, electrical,
ventilating, lighting and other utility systems, ducts, hot water heaters, oil
burners, domestic water systems, elevators, escalators, canopies, signs, air
conditioning systems, carpeting, telephone systems, alarm systems and all other
building systems and fixtures attached to or comprising a part of all such
improvements (collectively, with respect to each Parcel, the "Improvements");
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         1.4 Any and all leases, subleases, licenses, concessions, and other
forms of agreement, however denominated, written or oral, granting the right of
use or occupancy of any portion of the Improvements (each, a "Lease" and
collectively, the "Leases"), to any retail tenant or other such party (a
"Tenant"), and all renewals, modifications, amendments, guarantees, and other
agreements affecting the same;

         1.5 All equipment, furnishings, materials, inventory, supplies and
other tangible personal property owned by the Transferors and placed or
installed on or about any Parcel or the Improvements thereon and used as part of
or in connection therewith (collectively, the "Personal Property"); and

         1.6 All intangible personal property now or in the future owned by the
Transferors and used in connection with the Projects and not otherwise described
in the definition of Personal Property herein, including but not limited to any
"Warranties and Guaranties," "Licenses and Permits," "Service Contracts," (in
each case as defined herein), agreements or other contract rights, security
deposits, prepaid rentals, service contracts, and maintenance agreements
relating to the Projects (collectively, the "Intangible Property").

2. Consideration. As consideration for Transferors' contribution of the
Projects to the Partnership, the Partnership shall (a) issue to each Transferor
Units of the Partnership, (b) pay cash, and (c) assume or prepay the Existing
Indebtedness, in each case as set forth in Schedule 2 attached hereto.
Notwithstanding the foregoing, the consideration for the contribution of the
Palmetto Crossing Project in Hilton Head, SC, owned by English Hilton Head I
Associates Limited Partnership, shall be the assumption or prepayment of the
Existing Indebtedness with respect to such Project in an amount not to exceed
$3,250,000.

3.       Pre-Closing Activities.

         3.1 At any time prior to the consummation of the transactions
contemplated by this Agreement with respect to any Project (for each Project,
the "Closing"), the Partnership and its employees, agents, and licensees shall
have the right to enter on each Project for purposes of conducting soils,
environmental and other tests and of inspecting the Project and its components,
including, but not limited to, the condition of the Improvements and all
components thereof and the condition of the Personal Property. The Partnership
may, at its option, retain engineers or other consultants for the purposes of
performing or assisting in such tests and inspections. The Transferors agree to
cooperate reasonably with any such investigations, inspections, or tests. The
Partnership shall promptly repair and restore each Project or any part or
component thereof damaged by any inspection or test conducted by or at the
direction of the Partnership, and shall indemnify, protect, defend and hold each
Transferor harmless from any loss, cost, damage, expense or liability (including
reasonable attorneys' fees) arising out of investigations or tests conducted by
or at the direction of the Partnership under this Section 3.1. The Partnership's
obligations under the preceding sentence shall survive any termination of this
Agreement.

         3.2 At any time prior to the Closing, the Partnership and its
employees, agents, and licensees shall have the right to inspect and copy,
during normal business hours, each Transferor's books and records with respect
to ownership, construction and operation of the Projects.

         3.3 As promptly as is reasonably possible, and in any event on or
before the Document Delivery Date specified in Schedule 2, and subject
to the provisions of paragraph 1.16 of Schedule 2, each Transferor
shall, at its sole cost and expense, deliver to the Partnership the following
documents and materials:

                 3.3.1 For each Project, a title insurance commitment (a
         "Commitment"), dated no earlier than the date of this Agreement, issued
         by Chicago Title Insurance Company, or such other title

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         insurance company as may be acceptable to the Partnership (the "Title
         Company") and accompanied by copies of all documents, instruments and
         other matters referred to therein as exceptions. Each Commitment shall
         contain the Title Company's commitment to delete its standard printed
         exceptions (including creditors' rights) upon issuance of the
         applicable Title Policy and, to the extent legally permitted, the Title
         Company's commitment to issue the Required Endorsements;

                 3.3.2 For each Project, a current survey (a "Survey") certified
         to the Partnership and Title Company, prepared by Bock & Clark National
         Surveyors Network located in Akron, Ohio or such other surveyor
         licensed by the state in which the Project is located and acceptable to
         the Partnership, which shall meet the requirements for an Urban Class
         Survey as defined in the Minimum Standard Detail Requirements for
         ALTA/ACSM Land Title Surveys, as adopted in 1992 and otherwise satisfy
         the Partnership's standards;

                 3.3.3 For each Project, a current report of a search of
         applicable Uniform Commercial Code financing statement filings with
         respect to the Transferor and such Project;

                 3.3.4    For each Project, copies of the property tax bills and
         receipts for the past three (3) calendar years;

                 3.3.5 For each Project, copies of all service, maintenance,
         management, and other similar contracts to which the Transferor is a
         party, by which the Transferor is bound, or of which the Transferor has
         knowledge which pertain to the Projects, or any portion thereof (the
         "Service Contracts"); all certificates of occupancy, zoning, building,
         safety and health approvals and all other permits needed for or used in
         connection with the operation of the Improvements (the "Licenses and
         Permits"); all unexpired warranties and guaranties in effect with
         respect to a Project or any portion or component thereof (the
         "Warranties and Guaranties"); all soil, seismological, geological, and
         drainage reports; and all other contracts or documents in the
         Transferor's possession or control affecting or regarding the Project;

                 3.3.6 For each Project, copies of the plans and specifications
         for the Improvements, bearing appropriate certifications indicating
         that the plans and specifications have been approved by all
         Governmental Authorities having authority to grant such approval;

                 3.3.7 For each Project, all sales reports that any Tenant may
         have been required to submit to the Transferor pursuant to the
         applicable Lease for the prior three (3) years.

                 3.3.8 For each Project, copies of all Leases, a current rent
         roll certified by the Transferor as being true and correct showing the
         names of all tenants under the Leases with respect to that Project, the
         commencement and expiration dates of each such Lease, any renewal
         option in any such Lease, the monthly rents under such Leases, the
         amount of any rental concession or free rent for any period which has
         not expired and the date to which rents under such Leases have been
         paid, and, to the extent available, income statements and balance
         sheets of the Tenants for the previous three (3) years;

                 3.3.9    For each Project, all operating statements for the 
         past three (3) calendar years;

                 3.3.10   For each Project, an inventory of the Personal 
         Property, certified by the Transferor as being true and
         correct;

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                 3.3.11 For each Project, copies of all utility bills and
         insurance claims for the past three (3) calendar years;

                 3.3.12 For each Project, an engineering and structural report
         from a licensed engineer acceptable to the Partnership.

                 3.3.13 For each Project, a current Phase I Environmental Audit
         meeting the requirements of American Society of Testing and Materials,
         "Standard Practice Environmental Site Assessments: Phase I
         Environmental Assessment Process (E 1527- 93)" (a "Phase I Audit")
         performed by Building Diagnostics Ltd.;

                 3.3.14 For each Project, copies of all loan documentation with
         respect to Existing Indebtedness, as described in Schedule 3
         attached hereto;

                 3.3.15 For each Project, current certificates of insurance for
         all liability or property insurance currently in effect; and

                 3.3.16 For each Project, any other material documents or
         material information pertaining to the Project in the Transferor's
         possession.

                 3.3.17 For each Project, a zoning certificate in substantially
         the form of Exhibit "A" attached hereto.

         3.4 At any time prior to the Closing, the Partnership and its
representatives, agents and independent contractors shall have the right to (a)
meet with all governmental agencies, and with other persons or entities with
whom a Transferor or others have contractual arrangements, in connection with or
relating to each Project, and (b) discuss with any such agencies, persons and
entities the terms of this Agreement, the terms of any contractual arrangements
between the Transferor and any such agency, person or entity, and the
Partnership's proposed acquisition of the Project.

         3.5 At all times prior to the Closing, each Transferor shall, with
respect to each Project that has not previously been designated by the
Partnership as an Excluded Project pursuant to Section 5:

                 3.5.1 Cause each Project to be maintained in full compliance
         with all applicable laws and regulations and in the ordinary and usual
         course of business, and perform, or cause to be performed, in a timely
         manner all of its or its affiliates' obligations under the Leases, the
         Service Contracts, the Licenses and Permits and other agreements
         affecting the Projects. In particular, each Transferor shall pay and
         fully discharge (or provide indemnity or undertaking permitting Title
         Company to insure against) all mechanic's or similar liens against the
         Projects;

                 3.5.2 Keep in full force and effect all existing insurance
         policies affecting the Projects or any portion thereof;

                 3.5.3 To the extent practicable, keep in effect, and renew when
         necessary at the Transferor's expense (with a proration to be made as
         of the Closing), all existing Licenses and Permits affecting the
         Projects;

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                 3.5.4 Except as required pursuant to the terms and conditions
         of this Agreement, not to do anything, nor permit anything to be done,
         which would impair or modify the status of title as shown on the
         Commitments or the Surveys;

                 3.5.5 Operate and maintain, or cause to be operated and
         maintained, each Project in the same manner as heretofore operated and
         maintained, in a professional manner and in at least as good a
         condition as existed on the date of this Agreement, reasonable wear and
         tear excepted;

                 3.5.6 Not enter into, or permit to be entered into, any Lease
         or Service Contract or other contract which, following Closing, will be
         binding upon the Partnership or a Project without, in each instance,
         obtaining the prior written approval of the Partnership, which approval
         shall not be unreasonably withheld (and to deliver to the Partnership,
         upon execution thereof, copies of such new Leases and contracts).

4.       Conditions Precedent.  The Partnership's obligation to acquire the 
Projects pursuant to this Agreement is subject to the satisfaction or waiver of
each of the following conditions precedent:

         4.1 On or before the expiration of the Review Period specified in
Schedule 2 attached hereto, the Partnership shall have approved the
condition of title to each of the Projects, as described in the Commitments and
the Surveys. The Partnership shall be entitled to object to any exception
reported in a Commitment or a Survey, in its sole discretion, by a written
notice delivered to the Transferor on or before the expiration of the Review
Period. The Transferor shall have ten (10) days from the receipt of the
Partnership's notice of objections either to procure the issuance of an
endorsement to the appropriate Commitment removing such disapproved exceptions
or, if acceptable to the Partnership, to provide affirmative title insurance
protection for such exceptions satisfactory to the Partnership in the
Partnership's sole discretion. The Transferor shall have no obligation to
provide any such endorsement or affirmative title insurance protection. If the
Transferor is unable or unwilling so to provide for the removal of such
disapproved exceptions or to obtain affirmative title insurance protection for
such disapproved exceptions, then the Partnership may either waive its
objections or deliver to the Transferor a notice designating the affected
Project as an Excluded Project pursuant to Section 5. The Closing shall be
postponed, if necessary, by the number of days required to accommodate the
procedures set forth in this Section. For purposes of this Agreement, liens
encumbering a Project for the purpose of securing Existing Indebtedness
identified on Schedule 3 attached hereto which the Partnership elects to
assume at the Closing pursuant to Section 5.3 shall be deemed to be permitted
exceptions (subject to the provisions of Sections 4.4 and 8.3), and all other
monetary liens and encumbrances shall be deemed to be disapproved exceptions.

         4.2 On or before the expiration of the Review Period, the Partnership
shall have approved a Phase I Audit with respect to each Project, in the
Partnership's sole discretion. The Partnership shall be entitled to object to
any Phase I Audit by written notice delivered to the Transferor on or before the
expiration of the Review Period. If the Partnership delivers a notice of
objections with respect to a Phase I Audit, then the Transferor shall either (a)
commit to cure all of the objections to the Partnership's satisfaction and, if
requested by the Partnership in the notice of objections, deliver to the
Partnership a Phase II Environmental Audit performed by EMG or another
consultant approved by the Partnership (the "Phase II Audit") prior to the
Closing, or (b) provisionally designate such Project as an Excluded Project. If
the Transferor provisionally designates the Project as an Excluded Project, or
if the Partnership disapproves the Transferor's cure or the Phase II Audit, then
the Partnership may either waive its objections or deliver to the Transferor a
notice designating the affected Project as an Excluded Project pursuant to
Section 5. The Closing shall be postponed, if necessary, by the number of days
required to accommodate the procedures set forth in this Section.

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         4.3 On or before the expiration of the Review Period, the Partnership
shall have approved all of the characteristics and aspects of each Project which
may affect its ownership, operation, usage, development, marketability and/or
economic viability. If the Partnership disapproves any such aspect of a Project,
then the Partnership may deliver to the Transferor a notice designating the
affected Project as an Excluded Project pursuant to Section 5. Upon completion
of its physical inspection of a Project pursuant to Section 3.1, the Partnership
shall prepare a punchlist of deferred maintenance or other corrective measures
the Partnership desires the Transferor to complete prior to the Closing. So long
as the estimated cost of completing such work does not exceed $25,000, the
Transferor shall complete such work, at its expense, prior to the Closing. If
the estimated cost of such work exceeds $25,000, then the Transferor may elect
either to complete such work, at its expense, prior to the Closing, or
provisionally to designate such Project as an Excluded Project. If the
Transferor elects provisionally to designate such Project as an Excluded
Project, then the Partnership may revise its punchlist so that the estimated
cost of such work is reduced to $25,000 or less, in which case such Project
shall not be an Excluded Project, and Transferor shall complete the revised
scope or work, at its expense, prior to the Closing. If the Partnership does not
so revise its punchlist, then the Project shall be an Excluded Project.

         4.4 Subject to the provisions of Section 5.3, on or before the
expiration of the Review Period, the Partnership shall have approved the terms
and conditions of all loan documents relating to Existing Indebtedness which the
Partnership elects to assume.

         4.5 On or before the expiration of the Review Period, the Partnership
shall have approved the Leases and Service Contracts with respect to each
Project, in the Partnership's sole discretion. The Partnership shall be entitled
to object to any Service Contract by written notice delivered to the Transferor
on or before the expiration of the Review Period. At the Closing, the Transferor
shall have terminated those Service Contracts to which the Partnership has
objected.

         4.6     At the Closing, Transferor shall have obtained consents and 
estoppels satisfactory to the Partnership, as follows:

                 4.6.1    From all lenders holding Existing Indebtedness which 
         the Partnership elects to assume;

                 4.6.2    From the anchor Tenant(s);

                 4.6.3 From Tenants leasing at least seventy five percent (75%)
         of the remainder of the leasable area of the Project that is then under
         lease; and

                 4.6.4 From the Transferor with respect to any Leases for which
         Tenant estoppels have not been obtained.

         4.7 At the Closing, the Title Company shall have issued to the
Partnership an owner's policy of title insurance (a "Title Policy") for each
Project (other than the Excluded Projects, if any). Each Title Policy shall name
the Partnership as insured, and shall be in an amount equal to the sum of the
Transferor's Equity in the applicable Project plus the principal amount of any
indebtedness with respect to such Project that is assumed at the Closing by the
Partnership. Each Title Policy shall be an ALTA extended coverage owner's policy
with all of the Title Company's standard exceptions (including creditors'
rights) deleted, and shall insure the Partnership's fee title to the applicable
Parcel and Improvements free and clear from all liens, easements, rights-of-way,
and other encumbrances except only the exceptions approved by the Partnership in
the manner provided in Section 4.1 hereof. Each Title Policy shall include the
following American Land

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         Title Association endorsements (unless the same are not generally
         available in the jurisdiction where the Project is located) and such
         additional endorsements as are reasonably required by the Partnership:

                 4.7.1 Assurance against loss from violations of any Covenants,
         Conditions and Restrictions agreements or similar matters which
         encumber any portion of the Project;

                 4.7.2    Assurance that the Parcels described in the policy are
         contiguous parcels, if applicable;

                 4.7.3    Assurance that the Improvements do not encroach onto
         any easement;

                 4.7.4    Assurance that each Parcel abuts on and has access to 
         a physically open street as identified in the endorsements;

                 4.7.5    Assurance that the insured Parcel is the same Parcel 
         that is shown on the Survey; and

                 4.7.6 Assurance that any knowledge of the Transferor with
         respect to the status of title to the Project will not be imputed to
         the Partnership and will not affect the Policies.

         4.8 Prior to the Closing with respect to a Project, and prior to the
date on which any required consent to the sale or other transfer of all or
substantially all of the assets of a Transferor is solicited from the partners
of such Transferor, the general partner of such Transferor shall have obtained a
written agreement, in form acceptable to the Partnership, from each partner of
the Transferor who is not an "Accredited Investor," as defined in Rule 501 of
the General Rules and Regulations promulgated under the Securities Act of 1933,
as amended, whereby such partner(s) grant to such general partner an option to
purchase, for cash, the interests of such partner(s) in the Transferor. Prior to
or concurrently with the Closing with respect to the Project, the general
partner will exercise such option(s) and acquire such interests for cash.

5.       Designation of Excluded Projects; Existing Indebtedness.

         5.1 Any Project designated by the Partnership or a Transferor as an
"Excluded Project" in the manner provided in this Section 5 or in Sections 4.2
and 4.3 shall be excluded from the conveyance by the Transferors to the
Partnership pursuant to this Agreement, and the amount of cash paid to and the
number of Units issued to the Transferors by the Partnership shall be reduced
accordingly. In addition, if a Project is designated as an Excluded Project
pursuant to Section 4.2 and/or Section 4.3, above, then the Transferor shall pay
to the Partnership the liquidated sum of $2,500 to reimburse the Partnership for
due diligence expenses incurred with respect to such Excluded Project.

         5.2 The Partnership may designate a Project as an Excluded Project, by
delivering written notice of its election to do so to the applicable Transferor
(a) at any time prior to the expiration of the Review Period, in the event that
the Partnership reasonably disapproves any of the matters described in Sections
4.1 through 4.5, or (b) at any time prior to the Closing, in the event of any
material adverse change in any of the matters described in Sections 4.1 through
4.5 following the expiration of the Review Period, or (c) at any time prior to
the Closing, in the event any of the conditions precedent to the Partnership's
obligation to acquire such Project have not been satisfied or waived on or
before the Closing Deadline specified in Schedule 2 attached hereto.

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         5.3 On or before the expiration of the Review Period, the Partnership
shall notify each Transferor whether the Partnership wishes to assume the
Existing Indebtedness with respect to its Project at the Closing. In the event
the Partnership wishes to assume the Existing Indebtedness, the parties shall
cooperate to cause the holder of the Existing Indebtedness to consent to such
assumption by the Partnership. If the holder of the Existing Indebtedness is
unwilling to consent to such assumption, or imposes conditions to its consent
that are unacceptable to the Partnership, then the Partnership may either
designate the Project as an Excluded Project at any time prior to the Closing,
or elect to prepay such Existing Indebtedness at the Closing.

         5.4 Evans Towne Center, L.P., the Transferor that owns the Evans Towne
Center Project in Augusta, Georgia, may designate such Project as an Excluded
Project, in the exercise of its sole discretion. The parties acknowledge that
until such time as such Transferor determines whether such Project will be an
Excluded Project, all obligations of the parties to deliver documents and
materials, conduct due diligence and otherwise proceed toward the Closing with
respect to such Project shall be tolled.

6.       Escrow; Delivery of Funds and Documents.

         6.1 Each Closing shall be accomplished through an escrow (the "Escrow")
established with the Escrow Agent identified in Schedule 2 attached
hereto. Concurrently with the execution and delivery hereof, the Partnership and
the Transferors shall open the Escrow by depositing a fully executed copy of
this Agreement with Escrow Agent. The Partnership and the Transferors each shall
execute and deliver such further escrow instructions or other instruments as may
be reasonably requested by the other party or by Escrow Agent from time to time,
so long as the same are consistent with this Agreement. If there is any
inconsistency between Escrow Agent's general provisions and any of the
provisions of this Agreement, the provisions of this Agreement shall control.
Escrow Agent shall not be concerned, liable or responsible for any
representations, warranties or indemnities as between the Partnership and the
Transferors. For purposes of complying with Internal Revenue Code Section
6045(e), as amended effective January 1, 1991, Escrow Agent is hereby designated
as the "person responsible" and the "reporting person" for purposes of filing
any information returns with the Internal Revenue Service concerning this
transaction, as may be required by law.

         6.2 Prior to 3:00 p.m. on the last business day before the Closing
Deadline specified in Schedule 2 attached hereto, each Transferor shall
deliver to Escrow Agent each of the following, duly executed and acknowledged if
required:

                 6.2.1 A general warranty grant deed on the Title Company's
         standard form conveying to the Partnership fee simple title to its
         Project (other than Projects, if any, which the Partnership has
         designated as Excluded Projects), subject only to the exceptions
         approved by the Partnership pursuant to Section 4.1 hereof (the
         "Deeds");

                 6.2.2 An Assignment of Leases in the form of Exhibit
         "B" attached hereto for its Project (other than Projects, if any,
         which the Partnership has designated as Excluded Projects), assigning
         to the Partnership all Leases with respect to such Project;

                 6.2.3 A Bill of Sale in the form of Exhibit "C"
         attached hereto for its Project (other than Projects, if any, which the
         Partnership has designated as Excluded Projects), conveying to the
         Partnership all of the Transferor's right, title, and interest in and
         to all Personal Property and Intangible Property with respect to such
         Project;

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                 6.2.4 An Assignment of Contracts in the form of Exhibit "D"
         attached hereto for its Project (other than Projects, if any, which the
         Partnership has designated as Excluded Projects), assigning to the
         Partnership all Service Contracts which the Partnership elects to
         assume;

                 6.2.5 An affidavit of the Transferor stating the Transferor's
         United States taxpayer identification number and certifying that the
         Transferor is not a foreign person as defined in Internal Revenue Code
         Section 1445, together with affidavits of the Transferor complying with
         any similar statutes enacted by the state in which its Project is
         located;

                 6.2.6 A "Partner Schedule," to be attached to the agreement of
         limited partnership of the Partnership in connection with the issuance
         of Units to the Transferor, in the form of Exhibit "E" attached
         hereto, executed by the Transferors;

                 6.2.7 Funds in the amount required pursuant to Section 8
         hereof; and

                 6.2.8 All other documents affecting title to or possession of
         the Projects and necessary to transfer or assign the same to the
         Partnership.

         6.3     Prior to 3:00 p.m. on the last business day before the Closing 
Date, the Partnership shall deliver to Escrow Agent each of the following, duly 
executed and acknowledged if required:

                 6.3.1 Subject to the provisions of Section 8.3, funds in an
         amount sufficient to repay the Existing Indebtedness which the
         Partnership does not elect to assume at the Closing pursuant to Section
         5.3, or loan assumption documentation with respect to the Existing
         Indebtedness which the Partnership does elect to assume at the Closing
         pursuant to Section 5.3, as applicable;

                 6.3.2    Funds in an amount equal to the portion of the 
         Transferor's Equity that is payable in cash, determined as provided in
         Schedule 2;

                 6.3.3 Funds in the amount required pursuant to Section 8
         hereof;

                 6.3.4 Certificates evidencing the issuance to Transferor (or,
         if directed by a Transferor, and subject to the provisions hereof, to
         such Transferor's constituent partners)of the number of Units of the
         Partnership computed as provided in Schedule 2 attached hereto;
         and

                 6.3.5    The Partner Schedule, executed by the Partnership.

                 6.4 At the Closing, each Transferor shall deliver the following
         documents to the Partnership, outside of Escrow:

                 6.4.1 Certificates addressed to the Partnership updating
         through the Closing the representations and warranties set forth
         herein;

                 6.4.2 Certified authorizing resolutions of the Transferor
         approving this Agreement and the transactions contemplated hereby and
         authorizing execution and delivery of all documents required pursuant
         to this Agreement, together with such other documents as the
         Partnership may reasonably request concerning the Transferor's
         authority to complete the transactions and execute the documents and
         instruments contemplated hereby;

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                 6.4.3 Such affidavit or affidavits as may be required by the
         Partnership in order to establish that any person or entity which may
         receive Units pursuant to this Agreement (i.e., as a result of a
         Transferor's distribution of such Units to its constituent partners,
         subject to the provisions hereof, at or followign the Closing) (i) is
         an "accredited investor" as defined in Rule 501 of the General Rules
         and Regulations promulgated under the Securities Act of 1933, as
         amended, and (ii) is receiving such Units for investment and not with a
         view to distribution;

                 6.4.4 All existing Guarantees and Warranties issued in
         connection with the construction, improvement, alteration or repair of
         the Improvements and in connection with the purchase or repair of any
         Personal Property;

                 6.4.5 The consents and estoppel letters from lenders described
         in Section 4.6 hereof;

                 6.4.6 Estoppels in substantially the form of Exhibit "F"
         attached hereto from the Tenants and, if necessary, Transferor, as
         described in Section 4.6 hereof;

                 6.4.7 All keys and entrance cards used on any part of the
         Projects;

                 6.4.8 All marketing materials, brochures and other written
         material used in connection with the marketing, leasing and/or
         operation of the Projects;

                 6.4.9    Originals of all Leases;

                 6.4.10 Notices executed by the Transferor to each Tenant and
         guarantor under the Leases notifying them of the transfers effected
         hereunder;

                 6.4.11 Rent rolls as of a date not more than two (2) days prior
         to the Closing certified by the Transferor as true and complete showing
         no material adverse changes from the rent rolls delivered pursuant to
         Section 3.3.8 hereof;

                 6.4.12 An opinion of the Transferor's legal counsel in form and
         substance acceptable to the Partnership opining (a) that all
         transactions contemplated hereby have been duly authorized, (b) that
         this Agreement and all documents contemplated hereby have been duly
         executed and delivered by the Transferor and are enforceable against
         the Transferor in accordance with their terms, (c) that the Transferor
         has been duly organized and formed and is in good standing in the state
         of its incorporation or situs, and (d) as to such other matters as the
         Partnership shall reasonably require; and

                 6.4.13 All original books and records maintained by the
         Transferor with respect to its Project.

7.       Closing.

         7.1 As to each Project, Escrow Agent shall close the Escrow on the
Closing Deadline by (a) filing for record the Deeds and such other documents as
may be necessary to procure the Title Policies, and (b) delivering funds and
documents as set forth in Section 8, WHEN AND ONLY WHEN each of the following
conditions has been satisfied:

                                       10
<PAGE>   12
                 7.1.1 All funds and documents required by Section 6 have been
         delivered to Escrow Agent;

                 7.1.2 Each of the conditions precedent set forth in Section 4
         has been, or upon such Closing will be, satisfied or waived; and

                 7.1.3    Escrow Agent has procured the Title Policies;

                 7.1.4 Escrow Agent is prepared to comply with any additional
         closing instructions delivered by the Partnership or the Transferor
         that are not inconsistent with the provisions of this Agreement.

         7.2 If all of the conditions set forth in Section 7.1 become satisfied
at a date earlier than the Closing Deadline, then Escrow Agent shall close the
Escrow at such earlier date.

         7.3 If Escrow Agent cannot close the Escrow on or before the Closing
Deadline, then it will, nevertheless, close the Escrow when all conditions have
been satisfied or waived, notwithstanding that one or more of such conditions
has not been timely performed, unless a notice of termination has already been
delivered to Escrow Agent by a party that is not then in default under this
Agreement. The right so to terminate the Escrow and this Agreement shall be
optional, not mandatory. No delay in the giving of such notice shall affect the
rights hereunder of the party giving the same. Notwithstanding the foregoing,
the Escrow must in any event close or be terminated by the Escrow Termination
Date specified in Schedule 2 attached hereto.

         7.4 Escrow Agent shall have no liability or responsibility for
determining whether or not a party giving a notice of termination is or is not
in default hereunder. Within two working days after receipt of such notice from
one party, Escrow Agent shall deliver a copy of such notice to the other party.
Unless written objection to the termination of the Escrow is received by Escrow
Agent within ten (10) days after Escrow Agent delivers such notice to the other
party, (a) Escrow Agent shall forthwith terminate the Escrow and return all
funds, documents and other items held by it to the party depositing same, except
that Escrow Agent may retain such documents and other items usually retained by
escrow agents in accordance with standard escrow termination procedures and
practices, and (b) each party shall forthwith pay to Escrow Agent one-half of
Escrow Agent's reasonable escrow termination charges. If written objection to
the termination of the escrow is delivered to Escrow Agent within such 10-day
period, then Escrow Agent is authorized to hold all funds, documents and other
items delivered to it in connection with the escrow and may, in Escrow Agent's
sole discretion, take no further action until otherwise directed, either by the
parties' mutual written instructions or final order of a court of competent
jurisdiction.

         7.5 Neither (a) the exercise of the right of termination, (b) delay in
the exercise of such right, nor (c) the return of funds, documents or other
items, shall affect the right of the party giving a notice of termination to
pursue legal remedies for the other party's breach of this Agreement (including
without limitation damages for the payment of all or any portion of Escrow
Agent's escrow termination charges). Nor shall (i) the giving of such notice,
(ii) the failure to object to termination of the Escrow, or (iii) the return of
funds, documents or other items affect the right of the other party to pursue
other legal remedies for the breach of the party who gives such notice.

8.       Prorations and Post-Closing Payments.

                                       11
<PAGE>   13
         8.1 For each Project, rents, property taxes, assessments, tenant
security deposits and other refundable tenant deposits, utilities, and other
charges shall be prorated by the parties as of the Closing. Such prorations
shall be made on the basis of a 365-day year, with the day of the Closing
considered to be for the account of the Partnership, in accordance with the
following provisions, and shall operate to increase or decrease the amount of
cash and the number of Units to be paid or issued by the Partnership to the
Transferors at the Closing:

                 8.1.1 For each Project, all rentals, receipts and other
         revenues which have been paid to the Transferor and which are allocable
         to the period from and after the Closing shall be credited to the
         Partnership. The Partnership shall be entitled to collect all rentals,
         receipts and other revenues from the Property which are delinquent as
         of the Closing or are due on or after the Closing. When collected by
         the Partnership, the Partnership shall remit to the Transferor any such
         delinquent rentals, receipts, and other revenues which relate to the
         period prior to the Closing within thirty (30) days after their
         collection, with any such collections to be applied first to the last
         accruing obligations of the payors. Percentage rents attributable to
         the entire calendar year or lease year, as applicable, in which the
         Closing occurs shall be reprorated (effective as of the Closing) at the
         end of such calendar year or lease year, as applicable, when all
         required sales reports have been submitted.

                 8.1.2 For each Project, all real property taxes for the year
         immediately preceding the year in which the Closing occurs which are
         payable in the year the Closing occurs, and for years prior thereto,
         shall be paid by the Transferor on or before the Closing. Real property
         taxes for the year in which the Closing occurs shall be prorated on the
         basis of the most recent assessment and levy. If the Transferor has
         appealed the amount of any real property taxes or other ad valorem
         taxes charged in connection with a Project, then the following
         procedures shall apply. The cost of any such appeal for any year prior
         to the year in which the Closing occurs shall be borne by the
         Transferor, and the Transferor shall receive any and all refunds or
         credits obtained. With respect to any appeal affecting taxes or
         assessments charged for the year in which the Closing occurs, the cost
         and benefit of such appeal shall be apportioned between the Partnership
         and the Transferor in percentages equal to their proportionate tax and
         assessment liability for the year in which the Closing occurs;
         provided, however, that the Partnership's liability for the cost of
         such appeal shall in no event exceed any refund or credit to which the
         Partnership is entitled. The Partnership shall cooperate with the
         Transferor, its attorneys and advisors, in processing any pending tax
         appeal, provided that such cooperation is at no expense to the
         Partnership.

                 8.1.3 For each Project, all installments of assessments,
         special assessments and other like charges now or hereafter imposed
         against the Project, or any part thereof, by reason of roadways,
         utility lines, streets, alleys or other improvements in existence or
         under construction as of the Closing, shall be prorated between the
         Transferor and the Partnership. All such installments of assessments,
         special assessments and other charges that are due and payable prior to
         the Closing shall be paid by the Transferor prior to the Closing (or a
         credit given to the Partnership therefor at Closing). All such
         installments of assessments, special assessments and other charges due
         and payable after Closing shall be prorated between the Transferor and
         the Partnership.

                 8.1.4 For each Project, prepaid water, sewer, and other utility
         charges shall be credited to the Transferor, and accrued water, sewer,
         and other utility charges shall be credited to the Partnership. In the
         event that the Transferor or its predecessor in title has delivered a
         deposit to any utility provider, the Transferor shall be entitled to
         obtain the return of such deposit and, if required, the Partnership
         shall deliver to such provider a replacement deposit.

                                       12
<PAGE>   14
                 8.1.5 For each Project, prepaid charges in connection with any
         Service Contracts that the Partnership elects to assume, or Licenses or
         Permits, shall be credited to the Transferor. Accrued charges in
         connection with such Service Contracts, or Licenses or Permits shall be
         credited to the Partnership.

                 8.1.6 For each Project, Tenant security deposits and other
         refundable tenant deposits under the Leases shall be credited to the
         Partnership.

         8.2 If any of the prorations described in Section 8.1 cannot be
calculated accurately as of the Closing, then the same shall be calculated as
soon as possible thereafter, and if necessary the amount of cash and the number
of Units paid or issued to the Transferor shall be adjusted accordingly.

         8.3 The Transferor shall pay all prepayment charges, assumption fees or
other similar charges arising in connection with the prepayment or assumption,
as the case may be, of the Existing Indebtedness.

         8.4 The Transferor shall pay (a) documentary transfer, deed, stamp or
other similar taxes, in the amount Escrow Agent determines to be required by
law, (b) the premiums for the Title Policies and any survey costs necessary to
procure the same, (c) sales taxes, (d) one-half of Escrow Agent's escrow fee or
escrow termination charge, (e) fees for beneficiaries' statements, and (f) usual
seller's document drafting and recording charges.

         8.5 Transferor shall pay and retain full responsibility for all
expenses connected with or arising out of the negotiation, execution and
delivery of the Leases executed prior to the Closing, including but not limited
to brokers' commissions, leasing fees and the cost of all tenant improvements
which are the landlord's obligations, remaining unpaid at the Closing.

         8.6 The Partnership shall pay (a) one-half of Escrow Agent's escrow fee
or escrow termination charge, and (b) usual buyer's document drafting and
recording charges.

9.       Distribution of Funds and Documents.

         9.1 All cash received hereunder by Escrow Agent shall be, until the
close of Escrow, kept on deposit with other escrow funds in Escrow Agent's
general escrow account(s), in any state or national bank, and may be transferred
to any other such general escrow account(s).

         9.2 Any interest payable with respect to cash deposited with Escrow
Agent shall be for the account of the party that deposited the cash.

         9.3     All disbursements by Escrow Agent shall be made by wire 
transfer.

         9.4 Subject to the provisions of Section 8.3, Escrow Agent shall, at
the Closing, pay from funds deposited with Escrow Agent by the Partnership
pursuant to Section 6.3.1, the Existing Indebtedness which the Partnership does
not elect to assume at the Closing.

         9.5 Escrow Agent shall cause the recorder's office to mail the Deeds
(and each other document which is herein expressed to be, or by general usage
is, recorded) after recordation, to the grantee, beneficiary or person (a)
acquiring rights under said document, or (b) for whose benefit said document was
acquired.

                                       13
<PAGE>   15
         9.6 Escrow Agent shall, at the Closing, deliver by United States mail
(or hold for personal pickup, if requested) each nonrecorded document received
hereunder by Escrow Agent, to the payee or person (a) acquiring rights under
said document, or (b) for whose benefit said document was acquired.

10. Representations, Warranties and Covenants of the Transferors. Each
Transferor hereby represents, warrants and covenants the following to the
Partnership, each of which is true and correct as of the date of this Agreement,
and shall be true and correct as of the Closing. Each Transferor acknowledges
that the execution of this Agreement by the Partnership has been made and the
acquisition by the Partnership of the Projects will have been made in material
reliance by the Partnership on such representations, warranties and covenants:

         10.1 The Transferor is now, and as of the Closing will be (a) duly
formed and validly existing under the laws of its state of formation; and (b)
duly authorized, qualified, and licensed to do all things required of it under
or in connection with this Agreement.

         10.2 This Agreement and all agreements, instruments, and documents
herein provided to be executed or to be caused to be executed by the Transferor
are (or will be) duly executed by and binding upon the Transferor.

         10.3 Except as is set forth in Schedule 4, the Transferor has
received no notice of any litigation, investigation, condemnation or proceeding
of any kind pending or threatened affecting any of the Projects or the ability
of the Transferor to consummate the transaction contemplated by this Agreement.

         10.4 All consents and approvals required of the constituent partners of
the Transferor for the consummation of the transactions contemplated hereby have
been obtained or will have been obtained as of the Closing.

         10.5 To the best of its knowledge, there has not been used, installed,
generated, produced, stored, or released on, under or about any of the Parcels,
or transported to or from any of the Projects, or into any groundwater (other
than sanitary sewer systems established for such purpose), any underground
storage tanks, asbestos, PCBs, urea formaldehyde, oils, petroleum or by-products
thereof or any other toxic or hazardous waste, material or substance, as those
or any similar terms are now or in the future used or defined in any laws
(herein "Hazardous Substance") (except for cleaning agents, photocopying
chemicals and other substances used in the ordinary course of normal building
and maintenance operations on the Projects). The Transferor has not released any
other person or entity from any liability for any such environmental matters and
no liens have been or are imposed on any of the Projects under any environmental
laws.

         10.6 The Transferor has received no notice or claim from any government
authority or any other private party relating to a breach or violation of any
laws or any permits or private covenants or restrictions relating to any
Hazardous Substance or other adverse environmental or other defective condition
respecting its Project or any ground water related thereto. To the best of its
knowledge, there are no pending or threatened legal or administrative
proceedings regarding its Project (including but not limited to any property
damage, public or personal liability claims, condemnation proceedings, future
public assessment or similar proceedings or charges, except as shown in
Schedule 4), or any physical defects, infestation or other conditions,
which would materially impair the use and operation of its Project in the manner
permitted under the zoning currently applicable to its Project. To the best of
its knowledge, the Improvements were built in accordance with the plans
therefor, the Licenses and Permits and all applicable laws, and their use and
operation now are and at the Closing will be in good operating condition
(subject to normal wear and tear) and in full compliance with all applicable
environmental, zoning and other laws.

                                       14
<PAGE>   16
         10.7 The Transferor has not obligated itself to transfer, sell or offer
for transfer or sale any portion of its Project to any party other than the
Partnership. Except for the Existing Indebtedness identified in Schedule
3 attached hereto, the Transferor has not hypothecated or assigned any rents
or income from any Project.

         10.8 Subject to the rights of Tenants under the Leases, complete and
unconditional possession of the Project shall be delivered to the Partnership as
of the Closing, free from any liens, bonded indebtedness or other assessments
for any water, sewer, traffic or other improvement district imposed by any
private or governmental entity, or otherwise.

         10.9 All information and items regarding its Project provided by the
Transferor to the Partnership are, to the best of its knowledge, true, accurate
and complete in all respects and are fairly presented in a manner that is not
misleading.

         10.10 The Transferor has no knowledge of the existence of any material
documents relating to its Project that were not delivered or made available to
the Partnership as provided herein. The Transferor is not in default under any
documents referred to in the Commitments or under any material contracts
comprising part of the Intangible Personal Property.

         10.11 In accordance with Section 1445 of the Internal Revenue Code, the
Transferor is not now, and at the Closing will not be, a "foreign person" (as
defined therein). Accordingly, the Partnership need not withhold any federal tax
at the Closing as a result of the transactions contemplated by this Agreement.

         10.12 In respect of each of the Leases, except as provided in the rent
roll for each of the Projects provided by the Transferor to the Partnership as
provided herein, the following information is true and correct: (a) each of the
Leases is in full force and effect according to the terms set forth therein and
in the rent roll and has not been further modified, amended, extended or
assigned by the Transferor, in writing or otherwise, and each Tenant under the
Leases is legally required to pay all sums and perform all obligations set forth
in the Leases, without further concessions, abatements, offsets, defenses or
other basis for relief or adjustment; (b) all obligations of the Transferor, as
landlord under the Leases, which have accrued prior to Closing will be performed
and, to the Transferor's best knowledge, no Tenant has asserted or has any
defense to, or any offsets, abatements, concessions, claims against, any rent
payable by it after the date hereof, or any calculation of rent, or the
performance of any other obligations under such Tenant's respective Lease; (c)
except as is set forth in Schedule 5, to the Transferor's best
knowledge, no Tenant is in default under or in arrears in the payment of any sum
payable or in the performance of any obligation required of it under its Lease,
including but not limited to all rent, taxes, assessments, repairs and
maintenance charges, insurance premiums, utilities or other charges or expenses,
and no Tenant has prepaid any rent or other charges; (d) to the Transferor's
best knowledge, no Tenant is unable or unwilling to perform any or all of its
material obligations under its Lease, whether for financial or legal reasons or
otherwise; (e) to the Transferor's best knowledge, no guarantor or any prior
tenant under any of the Leases has been released or discharged from any material
obligation under or in connection with any of the Leases; (f) the Transferor has
not applied and shall not apply any security deposit from a Tenant to rent or
any other obligation due from any Tenant without the Partnership's prior written
consent; (g) all work required to be done by the Transferor, as landlord under
each such Lease, has been or by the Closing will be done or furnished unless
otherwise agreed by the parties and no Tenant is entitled to any additional work
during the term of its Lease; (h) the Leases are assignable by the Transferor,
as landlord, without the necessity of consent of any third party; (i) neither
the Leases nor the rents nor any other amounts payable thereunder have been
assigned, pledged or encumbered by the Transferor except for such mortgages,
pledges or other encumbrances agreed to become or remain in effect at Closing;
and (j) except as is set forth in Schedule 4, the Transferor has not
received from any

                                       15
<PAGE>   17
Tenant written notice of any presently pending dispute regarding the calculation
or payment of rent, the terms of any Lease or any alleged default by the
Transferor, as lessor, under such Lease, or of any bankruptcy, receivership,
custodianship, reorganization, insolvency, assignment for benefit of creditors
or other proceeding of a similar nature respecting any Tenant, any Lease or the
Projects.

         10.13 Upon consummation of the transfers hereunder, there will be no
brokerage or leasing fees or commissions or other compensation due or payable to
any person, firm, corporation, or other entity, with respect to or on account of
any of the Leases and no such fees, commissions or other compensation shall, by
reason of any existing agreement, become due during the terms of any of the
Leases or with respect to any renewal or extension thereof or the leasing of
additional space by any Tenant which are not subject to an arrangement for full
payment and satisfaction by the Transferor as described.

         10.14 None of the employees of the Transferor at its Project are
employed pursuant to a written agreement and all employees may be terminated at
will. The Transferor has not entered into any union contacts pertaining to
employees at its Project nor is its Project subject to any union contract, nor
is the Transferor aware of any efforts to organize any or all of the employees
of the Transferor at its Project into a union or other collective bargaining
arrangement. Unless otherwise directed by the Partnership, the services of all
employees of the Transferor have been or will be terminated in connection with
the Projects effective as of Closing, the Transferor agreeing and representing
that the Partnership shall have no obligation whatsoever to any of the officers,
agents or employees of the Transferor relating to any employment with respect to
any Project or otherwise, and Transferor agrees to indemnify, defend and save
the Partnership harmless from any liability or obligation arising under any
claim to such employment.

         10.15 The Transferor shall have paid for all work, labor and materials
furnished to it in connection with its Project prior to Closing, and will
indemnify and hold the Partnership harmless from any mechanic's or materialmen's
liens, filed or otherwise claimed, in connection with any such work, labor and
materials performed on or furnished in connection with its Project prior to
Closing, and any and all legal and related expenses incurred by the Partnership
by reason thereof.

         10.16 All vehicle parking space requirements imposed by applicable laws
relating to its Project are satisfied solely by on-site parking, without the
necessity of any off-site parking arrangements.

         10.17 It has received and reviewed the most current Prospectus of Excel
Realty Trust, Inc., a Maryland corporation (the "REIT") and the Registration
Statement, as amended, of which the Prospectus is a part, filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act") and has had access to such additional financial and other
information, including without limitation the REIT's most current Form 10-Q and
Form 10-K, and has been afforded the opportunity to ask questions of
representatives of the Partnership and the REIT, and to receive answers to those
questions, as it has deemed necessary in connection with its acquisition of the
Units being issued to such Transferor pursuant to this Agreement.

         10.18 The Transferor acknowledges that the Units being acquired
pursuant hereto are being acquired in a transaction not involving any public
offering within the meaning of the Act and that the Units and Common Stock
issuable by the REIT to acquire Units that may be tendered to the Partnership
for redemption have not been registered under the Act and agrees not to offer,
sell, transfer or otherwise dispose of the Units or such Common Stock in the
absence of registration under the Act unless the Transferor delivers to the
Partnership and the REIT an opinion of a lawyer reasonably satisfactory to the
Partnership and the REIT, in form and substance satisfactory to the Partnership
and the REIT, to the effect that the proposed sale, transfer or other
disposition may be effected without registration under the Act and under

                                       16
<PAGE>   18
applicable state securities or blue sky laws. The Transferor acknowledges that
the Units and any Common Stock issued upon acquisition of Units tendered for
redemption will be in the form of physical certificates and that unless such
Common Stock shall have been registered under the Securities Act of 1933 as
amended, the certificates will bear a legend to the following effect:

         THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
         IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO
         THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY
         SATISFACTORY TO THE COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE
         COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER
         DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND
         UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.

         10.19 The Transferor represents and warrants that (a) it has such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of an acquisition of the Units and is able to
bear the economic risk of a loss of an investment in the Units, and (b) it is
not acquiring any Units with a view to the distribution of the Units or any
present intention of offering or selling any of the Units in a transaction that
would violate the Act or the securities laws of any State or any other
applicable jurisdiction.

         10.20 Notwithstanding anything to the contrary herein, the effect of
any representations, warranties, covenants and agreements made by the Transferor
in this Agreement shall not be diminished or deemed to be waived by any
inspections, tests or investigations made by the Partnership or its agents.

         10.21 The truth and correctness of all of the foregoing
representations, warranties and covenants and the representations, warranties
and covenants set forth in any documents delivered by the Transferors at Closing
shall be a condition precedent to any obligation of the Partnership to purchase
the Projects, which condition is intended solely for the benefit of the
Partnership, and the Partnership shall have the right at its sole election to
waive any such condition (if done in writing) and proceed with the purchase or,
in the alternative, to terminate this Agreement. The Partnership's election to
terminate this Agreement shall be without prejudice to any rights or remedies
the Partnership may otherwise have under this Agreement, at law or in equity
against any Transferor for any breach of this Agreement.

11. Representations and Warranties of the Partnership. The Partnership
hereby represents and warrants the following to the Transferors, each of which
is true and correct as of the date of this Agreement and shall be true and
correct on the Closing. The Partnership acknowledges that the execution of this
Agreement by the Transferors has been made, and the transfer by Transferor of
the Projects will have been made, in material reliance by the Transferors on
such representations and warranties:

         11.1 The Partnership is now, and as of the Closing will be (a) duly
formed and validly existing under the laws of its state of formation, and (b)
duly authorized to do all things required of it under or in connection with this
Agreement.

         11.2 This Agreement and all agreements, instruments and documents
herein provided to be executed or to be caused to be executed by the Partnership
are (or will be) duly executed by and binding upon the Partnership.

                                       17
<PAGE>   19
         11.3 Except as set forth in the Partnership Agreement of the
Partnership, as amended, and subject to federal and state securities laws, none
of the Units to be delivered to Transferor at Closing, when delivered to
Transferor, will be subject to any lien, claim, encumbrance, preemption right or
other claim of any third party.

         11.4 All consents and approvals required of the constituent partners of
the Partnership for the consummation of the transactions contemplated hereby
have been obtained or will have been obtained as of the Closing.

12. Parties' Obligation to Close. Neither Transferor nor the Partnership
shall be obligated to complete the transactions contemplated hereunder unless
the other shall have performed in all material respects all covenants and
obligations and complied in all material respects with all conditions required
by this Agreement to be performed or complied with by it on or before the
Closing Date.

13. Brokerage Commissions. Except for the brokers, if any, identified in
Schedule 2, whose commissions shall be paid by the Transferors, each
party hereto warrants and represents that it has not incurred any liability for
the payment of any brokerage fee or commission in connection with the
transaction contemplated herein, and agrees to protect, indemnify, and defend
against the other party and hold the other party harmless from and against any
damage, liability, loss, claim, or expense, including reasonable attorneys'
fees, suffered by the other party as a result of a breach of the foregoing
warranty.

14. Default and Remedies. Time is of the essence of this Agreement. If a
Transferor is in default, then the Partnership may elect to treat this Agreement
as terminated, or to treat this Agreement as being in full force and effect, and
the Partnership shall have the right to an action for specific performance or
damages, or both. The remedies set forth above shall be cumulative with and in
addition to all other rights and remedies provided to the Partnership at law or
in equity.

15. Obligations to Third Parties. The Partnership is not assuming any of
the obligations or liabilities incurred by Transferor in the ownership, use,
operation, service, or maintenance of the Property, except for obligations
arising from and after Closing under (a) those Service Contracts which the
Partnership has expressly elected to assume in writing, (b) the Leases and (c)
any Existing Indebtedness which the Partnership elects to assume or subject to
which the Partnership elects to take title as provided herein. The acceptance by
the Partnership of the Leases and certain of the Service Contracts shall not
create any obligations on the part of the Partnership to third parties which
have or may have claims of any kind whatsoever against the Transferors with
respect to the Projects. The Partnership does not assume or agree to discharge
any such claims or liabilities which occurred prior to the Closing. No person
not a party to this Agreement shall have any third-party-beneficiary or other
rights hereunder.

16. Pre-Closing and Post-Closing Liabilities. The Partnership shall be
liable for all liabilities and obligations relating to the Projects which arise
from events and circumstances from and after the Closing, and shall indemnify,
protect, defend with counsel reasonably satisfactory to the Transferor, and hold
harmless, the Transferors and their affiliates from and against any and all such
liabilities and obligations. The Transferors shall be liable for all liabilities
and obligations relating to the Projects which arise from events and
circumstances occurring or existing prior to the Closing, and shall indemnify,
protect, defend with counsel reasonably satisfactory to the Partnership, and
hold harmless, the Partnership and its affiliates from and against any and all
such liabilities and obligations. Notwithstanding the foregoing, the Transferors
shall not be liable for liabilities for which the Partnership received a
proration credit hereunder (to the extent thereof). The provisions of this
Section shall survive the Closing.

                                       18
<PAGE>   20
17. Casualty; Condemnation. If, prior to the Closing, any Project is
destroyed, damaged, subjected to a threat of condemnation, or shall become the
subject of any proceedings, judicial, administrative, or otherwise, with respect
to a taking by eminent domain or condemnation, then the Transferor shall
promptly notify the Partnership thereof. If the cost to repair the damage, or
the value of the property to be condemned, as applicable, exceeds $50,000, then
the Partnership, at its option, may elect to designate such Project as an
Excluded Project. If under such circumstances the Partnership does not elect to
designate such Project as an Excluded Project, or if the cost to repair the
damage, or the value of the property to be condemned, as applicable, does not
exceed $50,000, then at the Closing, the Transferor shall assign, transfer, and
set over to the Partnership all of the right, title, and interest of the
Transferor in and to any insurance proceeds resulting from any casualty or any
awards that have been or may thereafter be made for any taking or condemnation.

18.      Miscellaneous.

         18.1 Notices. Any notice required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been given
(a) when delivered by hand, (b) on the date delivered by a courier service, or
(c) on the third business day after mailing by registered or certified mail,
postage prepaid, return receipt required, in any case addressed as set forth in
Schedule 2.

         18.2 Successors and Assigns. This Agreement shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.

         18.3 Amendments and Termination. This Agreement may be amended,
modified or terminated only by a written instrument executed by the Transferors
and the Partnership.

         18.4 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the state of California.

         18.5 Merger of Prior Agreements. This Agreement supersedes all
prior and contemporaneous agreements and understandings between the parties
hereto relating to the subject matter hereof. The parties do not intend to
confer any benefit on any person, firm, or corporation other than the parties to
this Agreement, except as and to the extent otherwise expressly provided herein.

         18.6 Attorney Fees. In the event any party hereto fails to
perform any of its obligations under this Agreement or in the event a dispute
arises concerning the meaning or interpretation of any provision of this
Agreement, the defaulting party or the party not prevailing in such dispute, as
the case may be, shall pay any and all reasonable costs and expenses incurred by
the other party in enforcing or establishing its rights hereunder, including,
without limitation, court costs and reasonable attorneys' fees.

         18.7 Captions. The section titles or captions in this Agreement
are for convenience only and shall not be deemed to be part of this Agreement.

         18.8 Pronouns; Joint and Several Use of Certain Terms. All
pronouns and any variations of pronouns shall be deemed to refer to the
masculine, feminine, or neuter, singular or plural, as the identity of the
parties may require. Whenever the terms referred to herein are singular, the
same shall be deemed to mean the plural, as the context indicates, and vice
versa.

         18.9 Waivers. No right under this Agreement may be waived except by
written instrument executed by the party waiving such right. No waiver of any
breach of any provision contained in this

                                       19
<PAGE>   21
Agreement shall be deemed a waiver of any preceding or succeeding breach of that
provision or of any other provision contained in this Agreement. No extension of
time for performance or any obligations or acts shall be deemed an extension of
the time for performance of any other obligations or acts.

         18.10 Severability. If any term, covenant, condition, or
provision of this Agreement or the application thereof to any person or
circumstance shall, at any time or to any extent, be invalid or unenforceable,
the remainder of this Agreement, or the application of such term or provision to
persons or circumstances other than those to which it is held invalid or
unenforceable, shall not be affected thereby, and each provision of this
Agreement shall be valid and shall be enforced to the fullest extent permitted
by law.

         18.11 Counterparts. This Agreement may be executed in any number of
identical counterparts.

         18.12 Calculation of Time Periods. If any date herein set forth
for the performance of any obligation by a Transferor or the Partnership or for
the delivery of any instrument or notice herein provided should be a Saturday,
Sunday, or legal holiday, such performance or delivery may be made on the next
business day following such Saturday, Sunday, or legal holiday. As used herein,
the term "legal holiday," means any state or federal holiday for which financial
institutions or post offices are closed in the local jurisdiction in which the
Property is located, for observance thereof.

         18.13 Judicial Interpretation. Should any provision of this
Agreement require judicial interpretation, it is agreed that a court
interpreting or construing the same shall not apply a presumption that the terms
hereof shall be more strictly construed against any party by reason of the rule
of construction that a document is to be construed more strictly against the
party who itself or through its agent prepared the same.

         18.14 Survival. The representations and warranties of the parties set
forth herein shall survive the Closing.

         18.15 Schedules and Exhibits. The schedules and exhibits
attached hereto are incorporated herein and made a part hereof by reference. To
the extent any schedule attached hereto conflicts with any provision of this
Agreement, the schedule shall control.

                                       20
<PAGE>   22
                                                             SCHEDULE "1"

                                                         LIST OF THE PROJECTS

                                                                PART I
<TABLE>
<CAPTION>
                                                                                                        GROSS              CAPITALI-
                                                                                                       LEASABLE  PROFORMA    ZATION
 TRANSFEROR                                     PROPERTY                        CITY/STATE               AREA       NOI       RATE
 ----------                                     --------                        ----------               ----       ---       ----
<S>                                             <C>                             <C>                   <C>        <C>       <C>   
 Cartersville Crossing Associates, Ltd.         Cartersville Crossing           Cartersville, GA      163,319      928,413   0.1025
 Bright-Meyers Tullahoma Associates, L.P.       Commerce Central                Tullahoma, TN         185,401    1,186,469   0.1025

 Hughes-Flatwoods Associates, Ltd., L.P.        Collegedale Center              Collegedale, TN        65,384      522,527   0.1025

 Evans Towne Center, L.P.                       Evans Towne Center              Augusta, GA            75,255      674,765   0.1025
 Bright-Meyers Milledgeville Associates,        Five Forks Corners              Atlanta, GA            85,999      820,670   0.1025
 L.P.

 English Garden City Limited Partnership        Garden Grove Shopping Center    Garden City, SC        78,838      515,272   0.1025
 Hughes-Campbellsville Associates, Limited      Green River Plaza               Campbellsville, KY    187,516      828,429   0.1025
 Partnership and Bright Diversified
 Properties, L.P.

 Alford-Jasper, TN, Ltd.                        Kimbal Crossing                 Jasper, TN            139,455      640,449   0.1025

 Alford-Dalton, Ltd. and Bright Diversified     North Hills Plaza               Dalton, GA             67,831      342,910   0.1025
 Properties, L.P.
 Shelby Associates, Ltd., L.P.                  Red Food Shopping Center        Shelbyville, TN        52,335      281,581   0.1025

 Alford-Gadsden, L.P. and Bright Diversified    Riverview Plaza                 Gadsden, AL           147,615      762,591   0.1025
 Properties, L.P.
 St. Elmo Associates, L.P.                      St. Elmo                        Chattanooga, TN        70,884      535,801   0.1025

 Bright-Meyers Winchester Associates, L.P.      Winchester Shopping Center      Winchester, TN        167,901      870,633   0.1025

 Wisteria Associates, Ltd. and Bright           Wisteria Village                Snellville, GA        164,646      934,627   0.1025
 Diversified Properties, L.P.
</TABLE>
<PAGE>   23
                                     PART II
<TABLE>
<CAPTION>
                                                                                                        GROSS              CAPITALI-
                                                                                                       LEASABLE  PROFORMA    ZATION
 TRANSFEROR                                     PROPERTY                        CITY/STATE               AREA       NOI       RATE
 ----------                                     --------                        ----------               ----       ---       ----
<S>                                             <C>                             <C>                   <C>        <C>       <C>   
 Charleston No. 1, L.P.                  .      Bi Lo Center                    Charleston, SC         52,000      439,126   0.1025

 Habersham Crossing Associates, L.P             Habersham Crossing              Cornelia, GA          129,510      625,816   0.1025
 Somerset Associates Limited Partnership        Cumberland Shopping Ctr.        Somerset, KY          113,806      421,419   0.105


 Farrar Place Limited Partnership               Farrar Place                    Manchester, TN         39,220      196,429   0.105


 Alford-Greensburg, Ltd.                        Greensburg Crossing             Greensburg, IN         75,618      322,358   0.105

 Hazel Path Partners, L.P.                      Hazelpath Shopping Center       Hendersonville, TN     68,345      416,286   0.105


 BPT Southeastern Centers II, Ltd.              Monroe Plaza S.C.               Monroe, GA             89,860      310,731   0.1075
 Morristown Associates, Ltd.                    Morristown                      Morristown, TN         53,048      169,848   0.1075

 Oceanway Plaza Associates, Ltd.                Oceanway Shopping Center        Jacksonville, FL       57,376      217,565   0.1075

 Parkersburg-Kroger Associates                  Parkersburg Kroger              Parkersburg, WV        61,185      337,779   0.1075
 Powers Road Associates                         Powers Road S.C.                Bristol, VA            51,085      276,300   0.1075

 English Hilton Head I Associates Limited       Palmetto Crossing               Hilton Head, SC        40,920      289,378      N/A
 Partnership
</TABLE>
<PAGE>   24
                                  SCHEDULE "2"

                     FUNDAMENTAL PROVISIONS AND DEFINITIONS

The following fundamental provisions and definitions form a part of and are
incorporated by reference into the Contribution Agreement between Excel Realty
Partners, L.P., a Delaware limited partnership, and each of the Transferors
identified in Section 1.2, below, to which it is attached. In the event of any
conflict between the terms and conditions of this Schedule and the terms and
conditions of the balance of the Contribution Agreement to which it is attached,
the terms and conditions of this Schedule shall control.

1.       Fundamental Provisions and Definitions.

         1.1     Date of this Agreement: April __, 1995.

         1.2     Transferors: Each of the partnerships identified in Schedule
                 "1."

         1.3     The Partnership: Excel Realty Partners, L.P., a Delaware 
                 limited partnership.

         1.4     Escrow Agent: Chicago Title Insurance Company.

         1.5     Document Delivery Date: May 30, 1995.

         1.6 Review Period: For each Project that is not
identified on Schedule 6 attached hereto as a "Project Under
Development," the period commencing on the date of this Agreement and ending 60
days after the delivery of the documents and materials described in Section 3.3
of the Contribution Agreement, but in no event ending later than July 30, 1995.
For each Project that is identified on Schedule 6 attached hereto as a
"Project Under Development," the period commencing on the date of this Agreement
and ending 30 days after the date on which the construction of such Project has
been completed, a certificate of occupancy (or local equivalent) has been
issued, and the "Anchor Tenants" (defined as Tenants whose premises are 10,000
rentable square feet or more and who have at least ten (10) years remaining on
the term of their Lease as of the Closing) have taken possession of its leased
premises and commenced paying rent.

         1.7 Closing Deadline: For each Project, 30 days following the
expiration of the Review Period with respect to that Project.

         1.8 Escrow Termination Date: For each Project, 90 days following the
expiration of the Review Period with respect to that Project.

         1.9 Address for Notices to the Transferors:

                          c/o Mr. George Bright
                          Fletcher Bright Company
                          1300 First Tennessee Building
                          Chattanooga, Tennessee  37402

                                        i
<PAGE>   25
                 With a copy to:

                          Miller & Martin
                          832 Georgia Avenue, Suite 1000
                          Chattanooga, Tennessee  37402
                          Attn: Jeffrey W. Guild, Esq.

         1.10    Address for Notices to the Partnership:

                          Excel Realty Partners, L.P.
                          16955 Via Del Campo
                          San Diego, California  92127
                          Attn: Mr. Gary Sabin

                 With a Copy to:

                          Latham & Watkins
                          701 "B" Street, Suite 2100
                          San Diego, California  92101
                          Attn: Jon D. Demorest, Esq.

         1.11    Date of REIT's Most Current Prospectus:  August, 1993

         1.12 Transferor's Equity: For each Project (other than the
Palmetto Crossing Project in Hilton Head, SC owned by English Hilton Head I
Associates Limited Partnership), the Transferor's Equity shall be computed as of
the Closing in the manner set forth in this Section 1.12.

                 Step 1: Compute the aggregate annual effective (i.e.,
adjusted for free or reduced rent and other tenant concessions that relate to
periods following the date on which the tenant first begins to pay rent) gross
annual income payable with respect to all Leases in effect with respect to such
Project and pursuant to which the tenants have taken possession and commenced
paying rent and who are not in default.

                 Step 2: If the actual vacancy rate for the portion of
such Project that is available for lease to Tenants who are not Anchor Tenants
is less than five percent (5%) of the rentable area of such portion of the
Project, then deduct from the amount computed in Step 1 a vacancy reserve in an
amount equal to the difference between the actual vacancy rate and a five
percent (5%) vacancy rate for such portion of the Project.

                 Step 3: Subtract from the amount computed in Step 2 the
annual operating expenses of such Project, based on the most recent year's
actual operating expenses, maintenance costs, insurance costs and tax costs,
adjusted for any known increases (or, in the case of Projects Under Development,
based on a proforma mutually approved by the Partnership and the Transferor),
reserves for replacement in an amount equal to $0.10 per gross leasable square
foot times the aggregate gross leasable square footage of the Project, and
management fees equal to 4% of gross rents (except in the case of Commerce
Central, Tullahoma, TN and Winchester Shopping Center, Winchester, TN, as to
which the management fees shall equal 2% of gross rents).

                 Step 4: Divide the amount computed in Step 3 by the
capitalization rate shown for that Project on Schedule 1 attached hereto.

                                       ii
<PAGE>   26
              Step 5: Subtract from the amount computed in Step 4 the
outstanding balance (principal and accrued interest) of the Existing
Indebtedness with respect to such Project as of the Closing (including the
amount of any Existing Indebtedness prepaid at the Closing by the Partnership as
provided herein).

         1.13 Payment of Consideration: For each Project (other than the
Palmetto Crossing Project in Hilton Head, SC owned by English Hilton Head I
Associates Limited Partnership), in addition to the prepayment or assumption of
the Existing Indebtedness, the Partnership will pay to the Transferor
consideration consisting in part of cash and in part of Units, as follows:

                          1.13.1 For each Transferor, the Transferor's Equity
         shall be allocated between the general partner of the Transferor and
         the individual limited partners of the Transferor (other than limited
         partners who are not "Accredited Investors," whose interest in
         Transferor shall have been previously purchased by the general partner,
         as provided in Section 4.8 of the Contribution Agreement), in
         proportion to their respective ownership interests in the Transferor.
         Interests in the Transferor acquired by the general partner from
         individual limited partners who are not "Accredited Investors," as
         provided above, shall for purposes of this Section 1.13 and Section
         1.14 below, be treated as ownership interests of the general partner.

                          1.13.2 An amount equal to the sum of (a) the amount of
         cash previously paid by the general partner to purchase the interests
         in the Transferor of the limited partners who are not "Accredited
         Investors," as provided in Section 4.8 of the Contribution Agreement,
         plus (b) ten percent (10%) of the portion of the Transferor's Equity
         allocated to the general partner, shall be paid in cash at the Closing,
         and the remaining portion of the Transferor's Equity allocated to the
         general partner shall be paid by the issuance of Units valued at $20.70
         per Unit.

                          1.13.3 Of the portion of the Transferor's Equity
         allocated to the limited partners, fifty percent (50%) shall be paid in
         cash at the Closing, and the remaining fifty percent (50%) shall be
         paid by the issuance of Units valued at $21.50 per Unit.

         1.14 Additional Consideration for Projects Under Development:
For any Project that is identified on Schedule 6 attached hereto as a
"Project Under Development," if within twelve (12) months following the Closing
with respect to such Project any new Lease with respect to space in the Project
(i) in excess of five percent (5%) of the gross leasable area of all space in
the Project that (ii) was vacant as of the Closing, is procured, regardless of
whether the Partnership or Transferor is the procuring cause for such new Lease,
then the consideration payable by the Partnership for the Project shall be
subject to adjustment as set forth in this Section 1.14.

                 1.14.1 On the first anniversary of the Closing for any such
Project that was not at least 95% leased on the Closing, the Transferor's Equity
in the Project shall be recomputed in the manner specified in Section 1.12,
above.

                 1.14.2 Any increase in the Transferor's Equity as computed on
the first anniversary of the Closing, as compared to the Transferor's Equity
computed as of the Closing, shall, at the Partnership's option, either (a) be
paid to the Transferor in cash within thirty (30) days, or (b) be paid by the
Partnership's issuance to the Transferor within thirty (30) days of Units of the
Partnership. If the Partnership elects so to issue Units, then the number of
Units shall be determined by allocating the increase in the Transferor's Equity
among the general partner and the limited partners of the Transferor, in
proportion to their respective ownership interests in the Transferor as of the
Closing. The portion of the increase in the Transferor's Equity allocated to the
general partner shall be paid by the issuance of Units valued at $20.70 per
Unit. The portion

                                       iii
<PAGE>   27
of the increase in the Transferor's Equity allocated to the limited partners
shall be paid by the issuance of Units valued at $21.50 per Unit.

                 1.14.3 The Transferor shall pay all expenses relating to the
negotiation, execution and delivery of such new Leases, including but not
limited to brokers' commissions, leasing fees and the cost of all tenant
improvements which are the landlord's obligation.

         1.15    Brokers:  First Atlantic Realty (David Zisfien)

         1.16    Inspection of Documents:  Notwithstanding the provisions of 
Section 3.3 of the Contribution Agreement:

                 1.16.1 The following documents shall not be delivered to the
         Partnership, but instead shall be made available for inspection by the
         Partnership at the Transferor's offices:

                          (a)     Construction plans, drawings and 
                                  specifications;
                          (b)     Property tax receipts;
                          (c)     Operating statements for each Project for the
                                  periods older than 12 months;
                          (d)     General ledger and journal;
                          (e)     Project correspondence files;
                          (f)     Tenant correspondence files;
                          (g)     Vendor files;
                          (h)     Maintenance contractor files; and
                          (i)     Certificates of Occupancy.

                 1.16.2 The Transferors shall deliver to the Partnership only
         such engineering and structural reports and Phase I Environmental
         Audits (referred to Sections 3.3.12 and 3.3.13 of the Contribution
         Agreement) as the Transferors presently have in their possession or
         control. The Partnership shall be free to procure engineering and
         structural reports and Phase I Audits with respect to any Project, at
         the Partnership's expense.

                 1.16.3 With respect to those Projects identified in Part II of
         Schedule 1, the Transferor shall not be required to deliver a
         Survey until fifteen (15) days following the Partnership's completion
         of its physical inspection of the Project pursuant to Section 3.1 of
         the Contribution Agreement and the determination, pursuant to Sections
         4.2 and 4.3 of the Contribution Agreement, whether such Project will be
         designated as an Excluded Project because of deferred maintenance
         issues or environmental conditions.

                 1.16.4 The documents and materials described in Sections 3.3.5
         and 3.3.6 of the Contribution Agreement shall be delivered to the
         Partnership only to the extent the same exist and are in the possession
         of the Transferor.

                 1.16.5 Each Transferor shall use diligent efforts to obtain,
         but shall not be required to obtain, a zoning certificate for its
         Project (described in Section 3.3.17 of the Contribution Agreement).

         1.17 Construction Covenants. For each Project designated on
Schedule 6 attached hereto as a "Project Under Development," the
Transferor shall cause such Project to be constructed according to the
provisions of this Section 1.17.

                                       iv
<PAGE>   28
                 1.17.1 Each Transferor agrees to commence and complete the
         construction of the Project in a good and workmanlike manner, in
         accordance with plans and specifications approved by the Partnership
         and in compliance with all applicable laws, ordinances, rules and
         regulations.

                 1.17.2 The Partnership is expressly authorized at all
         reasonable times to enter the Project and inspect the improvements and
         work of construction.

                 1.17.3 The Transferor shall be solely responsible for all
         aspects of its business and conduct in connection with the Project and
         the design and construction thereof, including but not limited to the
         quality and suitability of the plans and specifications, their
         compliance with all governmental requirements, permits and title
         restrictions, the supervision of the work of construction, the
         qualifications, financial condition and performance of all architects,
         engineers, contractors, subcontractors, suppliers, consultants and
         property managers, the accuracy of all applications for payment, and
         the proper application of all disbursements. The Partnership is not
         obligated to supervise, inspect or inform the Transferor or any third
         party of any aspect of the construction of the Project or any other
         matter referred to above. Any inspection or review by the Partnership
         is to determine whether the Transferor is properly discharging its
         obligations to the Partnership and may not be relied upon by the
         Transferor or any third party.

         1.18 Registration Rights. With respect to any unregistered
common stock of Excel Realty Trust, Inc. ("Excel") issued upon redemption of
Units of the Partnership, as provided in the partnership agreement of the
Partnership, the applicable Transferor shall have the right to require Excel to
register such common stock on the following terms and conditions: (a) Excel
shall file a registration statement with respect to such stock within thirty
(30) days following such exercise of the registration right or on such later
date which Excel determines, in Excel's reasonable and good faith judgment, to
be required by rulings, advice or interpretations of the Securities and Exchange
Commission; (b) registration of such stock shall be at Excel's expense; (c) the
Transferors must coordinate their exercise of registration rights such that all
such stock to be registered in any calendar year can be registered pursuant to a
single registration statement; (d) Excel shall take all reasonable steps
necessary to seek to have the registration statement declared effective by the
Securities and Exchange Commission, and (e) such Transferor's right to require
registration of such stock shall be subject to such other commercially
reasonable restrictions and limitations as are contained in a customary form of
registration rights agreement to be executed by Excel and such Transferor at the
time such stock is issued.

                                        v
<PAGE>   29
                                          SCHEDULE "3"

                                     EXISTING INDEBTEDNESS
<TABLE>
<CAPTION>
                                                                                         Principal
                                                                                        Amount After
                                                                                        April, 1995
                       Project                               Lender                       Payment
                       -------                               ------                       -------

<S>                                              <C>                                 <C>          
1      Cartersville Crossing                     Protective Life Ins. Co.            $7,160,000.00
       Cartersville, GA

2      Commerce Central                          SouthTrust Bank of Georgia,         $9,300,000.00
       Tullahoma, TN(1)                          N.A.

3      Collegedale Center                        First Tennessee Bank                $4,500,000.00
       Collegedale, TN(1)

4      Evans Towne Center
       Augusta, GA                               AmSouth Bank, N.A.                  $5,390,000

 .5     Five Forks Corners
       Atlanta, GA(1)                            First Tennessee                     $6,893,000.00
         

6      Garden Grove Shopping
         Center                                  Protective Life                     $  235,318.00
       Garden City, SC                           SouthTrust Bank of GA               $4,624,285.00

7      Green River Plaza                         PNC Bank                            $7,554,521.60
       Campbellsville, KY

8      Kimbal Crossing                           Protective Life                     $5,105,764.60
       Jasper, TN

9      North Hills Plaza                         PNC Bank                            $2,448,750.00
       Dalton, GA

10     Red Food Shopping Center                  Protective Life                     $1,720,734.45
       Shelbyville, TN

11     Riverview Plaza                           Protective Life                     $5,848,053.98
       Gadsden, AL

12     St. Elmo                                  SouthTrust Bank of Georgia,         $3,900,000.00
       Chattanooga, TN(1)                        N.A.

13     Winchester Shopping                       SouthTrust Bank                     $8,050,000.00
         Center                                  of Georgia, N.A,
       Winchester, TN(1)
</TABLE>
<PAGE>   30
<TABLE>
<S>                                              <C>                                   <C> 
14       Wisteria Village
         Snellville, GA                          SouthTrust Bank                       $8,683,608.00 (2)

15       Bi Lo Center
         Charleston, SC(1)                       American National and                 $4,800,000.00
                                                 Trust Co.

16       Cumberland Shopping Ctr.
         Somerset, KY                            Protective Life                       $2,576,875.53

17       Farrar Place
         Manchester, TN                          First Tennessee Bank                  $1,878,583.54

18       Greensburg Crossing                     Protective Life                       $2,706,102.44
         Greensburg, IN

19       Habersham Crossing                      Protective Life                       $5,315,919.00
         Cornelia, GA

20       Hazelpath Shopping Center               First Tennessee                       $3,695,995.95
         Hendersonville, TN

21       Monroe Plaza, S.C.                      Protective Life                       $1,885,807.07
         Monroe, GA

22       Morristown                              First Tennessee                       $1,356,794.74
         Morristown, TN

23       Oceanway Shopping Center
         Jacksonville, FL                        Protective Life                       $1,278,755.67

24       Palmetto Crossing                       American National Bank and            $  750,000.00
         Hilton Head, SC                         Trust Co.
                                                 Providian/ National Home
                                                 Life                                  $2,500,000.00

25       Parkersburg Kroger                      First Tennessee Bank                  $  191,472.41
         Parkersburg, WV                         United National Bank                  $  203,443.88

26       Powers Road, S.C.                       First Tennessee Bank                  $1,873,457.07
         Bristol, VA
</TABLE>
-------------------
(1) - under construction

(2) - after March 1995 payment
<PAGE>   31
                                  SCHEDULE "4"

                            TRANSFEROR'S DISCLOSURES

           TO BE COMPLETED BY TRANSFEROR ON OR BEFORE APRIL 30, 1995.
<PAGE>   32
                                  SCHEDULE "5"

                     TRANSFEROR'S LEASE-RELATED DISCLOSURES

           TO BE COMPLETED BY TRANSFEROR ON OR BEFORE APRIL 30, 1995.
<PAGE>   33
                                  SCHEDULE "6"

                           PROJECTS UNDER DEVELOPMENT
<TABLE>
<CAPTION>
                  Project                                    Estimated Completion Date
                  -------                                    -------------------------

<S>                                                          <C> 
 1.       Commerce Central                                         September 1995
          Tullahoma, TN

 2.       Collegedale Center                                         Fall 1996
          Collegedale, TN

 3.       Five Forks Corners                                         March 1996
          Atlanta, GA

 4.       St. Elmo                                                  August 1995
          Chattanooga, TN

 5.       Winchester Shopping Center                               September 1995
          Winchester, TN

 6.       BiLo Center                                              December 1995
          Charleston, SC
</TABLE>
<PAGE>   34
                      Exhibit "A" to Contribution Agreement

                               ZONING CERTIFICATE

Date:

To:      Excel Realty Partners, L.P.
         Attn:___________________
         16955 Via Del Campo, Suite 110
         San Diego, CA  92127

Re:      (Insert subject property & address)

Gentlemen:

The undersigned hereby certifies with respect to the property referred to above
as follows:

1.       The zoning affecting the premises is _______ which allows for

2.       The premises and its intended use as a (insert type of use or business)
         complies with the applicable zoning codes.

3.       The premises comply with subdivision ordinances affecting it and can be
         conveyed without the filing of a plat or replat of the premises.

4.       The applicable zoning requirements governing the premises regarding
         parking are as follows: parking laws, setback requirements and
         regulations.

5.       There are no proposals for widening, closing, or realignment of the
         access to the site.

6.       All appropriate and required permits, and licenses and approvals have
         been provided for its existing use.

7.       The premises is not in a 100 year designated flood zone.

8.       Additional comments or facts:


         _____________________________            Date:_________________________
         Signature

         -----------------------------            ------------------------------
         Print Name                                Agency or Department

         -----------------------------
         Title
<PAGE>   35
                      Exhibit "B" to Contribution Agreement

RECORDING REQUESTED BY            )
AND WHEN RECORDED MAIL TO: )
                                  )
                                  )                      [FORM]
                                  )
                                  )
                                  )
------------------------------------------------------------------------------
                                                 Space above for Recorder's Use

                              ASSIGNMENT OF LEASES

         This ASSIGNMENT OF LEASES ("Assignment") is made as of
_________________, 1994, by _____________________, a ___________________
("Assignor"), and Excel Realty Partners, L.P., a Delaware limited partnership
("Assignee"), in light of the following facts and circumstances:

                                    RECITALS

         A. Assignor and Assignee are the parties to a Contribution Agreement
dated as of _________________ (the "Agreement"), pursuant to which Assignor has
agreed to assign to Assignee the Leases (as defined below) relating to the real
property described on Exhibit "A" attached hereto (the "Property").

         B. Assignor wishes to assign to Assignee, and Assignee wishes to
acquire from Assignor, all of the right, title and interest of Assignor in and
to the Leases.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee agree as follows:

         Assignor hereby assigns, grants, transfers and conveys to Assignee all
of Assignor's right, title, and interest in and to any and all leases,
subleases, licenses and other forms of agreements granting the right to use or
occupy any portion of the Property (the "Leases"), including without limitation
the Leases described on Exhibit "B" attached hereto.

         Assignor hereby delegates to Assignee, its successors and assigns, all
of the duties and obligations of Assignor under the Leases, except as
specifically provided herein.

         Assignee hereby accepts the foregoing assignment and delegation and
agrees to be bound by all of the terms, covenants and conditions of the Leases,
except as specifically provided herein.

         Assignor shall indemnify, defend by counsel reasonably acceptable to
Assignee, and hold harmless Assignee, its subsidiaries, affiliates, and assigns
and their respective directors, officers, employees, shareholders,
representatives and agents, from and against any loss, cost or liability arising
under the Leases prior to the date hereof. Assignee shall indemnify, defend by
counsel reasonably acceptable to Assignor, and hold harmless Assignor, its
subsidiaries, affiliates,
<PAGE>   36
and assigns and their respective directors, officers, employees,
shareholders, representatives and agents, from and against any loss, cost or
liability arising under the Leases on or after the date hereof.

         This Assignment shall inure to the benefit of and bind the successors
and assigns of Assignor and Assignee.

         This Assignment shall be governed and construed in accordance with the
laws of the state in which the Property is located.

         IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
as of the date first written above.

ASSIGNOR                               -----------------------------------,
                                     a 
                                       ---------------------------------

                                           By:
                                                -------------------------------,
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------


                                           By:
                                                -------------------------------,
                                           Name:
                                                 -------------------------------
                                           Title: 
                                                 -------------------------------

ASSIGNEE                            EXCEL REALTY PARTNERS, L.P.,
                                           a Delaware limited partnership

                                           By:  EXCEL REALTY TRUST, INC.,
                                                   a Maryland corporation, its
                                                   general partner

                                           By:
                                                -------------------------------,
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------


                                           By:
                                                -------------------------------,
                                           Name:
                                                 -------------------------------
                                           Title: 
                                                 -------------------------------
<PAGE>   37
                      Exhibit "C" to Contribution Agreement

                                   BILL OF SALE                          [FORM]

          This BILL OF SALE is made as of ___________________, by
____________________________________, a ________________ ("Transferor"), in
favor of Excel Realty Partners, L.P., a Delaware limited partnership ("the
Partnership"), in light of the following facts and circumstances:

                                    RECITALS

          A. Transferor and the Partnership are the parties to a Contribution
Agreement dated as of _________________, (the "Agreement"), pursuant to which
Transferor has agreed to transfer to the Partnership the tangible and intangible
personal property owned by Transferor and comprising, relating or otherwise
attendant to the real property described on Exhibit "A" attached hereto (the
"Property").

                                    AGREEMENT

          NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Transferor and the Partnership agree as follows:

          Transferor does hereby transfer, assign and deliver to the
Partnership, all of its right, title and interest in and to (i) all security
deposits and other refundable tenant deposits relating to the Property; (ii) the
tangible personal property located on the Property, including without limitation
the tangible personal property described on Exhibit "B" attached hereto; and
(iii) the contractual rights and other intangible personal property described on
Exhibit "C" attached hereto (collectively, the "Transferred Assets").

          Transferor hereby warrants to the Partnership that Transferor is the
lawful owner of the Transferred Assets, that Transferor is conveying the same to
the Partnership free and clear of all liens, encumbrances and claims of others,
and that Transferor shall defend the Partnership's title thereto against all
persons whomsoever in order to perfect the conveyance and transfer intended to
be effected hereby.

          This Bill of Sale shall be governed and construed in accordance with
the laws of the state in which the Property is located.
<PAGE>   38
                      Exhibit "D" to Contribution Agreement

                             ASSIGNMENT OF CONTRACTS

         For value received, the receipt and adequacy of which is hereby
acknowledged, ___________________, a ______________________ ("Assignor") hereby
assigns to Excel Realty Partners, L.P., a Delaware limited partnership
("Excel"), all of Assignor's right, title and interest in and to the contracts
listed on Exhibit "A" attached hereto. By such assignment, Assignor delegates to
Excel all of Assignor's duties and obligations under such contracts arising from
and after the date hereof.

          By executing this assignment, Excel agrees to assume and perform all
duties and obligations of Assignor under such contracts arising from and after
the date hereof and to indemnify and hold Assignor harmless from any liability
arising under such contracts with respect to events or conditions occurring
following the date hereof. Assignor agrees to indemnify and hold Excel harmless
from any liability arising under such contracts with respect to events or
conditions occurring prior to the date hereof.

Dated: ____________________, 19__.

                                                                   
                                           By:
                                                -------------------------------,
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------


                                           By:
                                                -------------------------------,
                                           Name:
                                                 -------------------------------
                                           Title: 
                                                 -------------------------------

                                           EXCEL REALTY PARTNERS, L.P.
                                           a Delaware limited partnership

                                           By:
                                                -------------------------------,
                                           Name:
                                                 -------------------------------
                                           Title:
                                                 -------------------------------


                                           By:
                                                -------------------------------,
                                           Name:
                                                 -------------------------------
                                           Title: 
                                                 -------------------------------
<PAGE>   39

                                   EXHIBIT "E"

                                PARTNER SCHEDULE
<PAGE>   40

                      Exhibit "F" to Contribution Agreement

                       FORM OF TENANT ESTOPPEL CERTIFICATE

Excel Realty Partners, L.P.
16955 Via Del Campo
San Diego, California  92127
Attn:  ___________________

                 The undersigned, is the Tenant under that certain Lease dated
______________ and entered into between ____________________________ as Landlord
and ______________________ as Tenant, hereinafter referred to as the "Lease,"
covering the premises, commonly known and designed as Exhibit "A" attached
hereto and made a part hereof, hereinafter referred to as the "Premises," hereby
confirms to Excel Realty Partners, L.P., a Delaware limited partnership, as
Purchaser of the Premises, the following:

                 A.       That the Landlord is __________________________;

                 B.       That the Premises have been unconditionally accepted
                          by the undersigned;

                 C.       That the date to which rent has been paid is
                          ________________;

                 D.       That no default exists under the Lease on the part of
                          either Landlord or Tenant, except as set forth below;

                 E.       That is has no defense to enforcement of the Lease in
                          accordance with its terms, no right of setoff or
                          counterclaim with respect to the obligations
                          thereunder, except as set forth below:

                 F.       That the Lease constitutes the entire Rental Agreement
                          and remains in full force and effect, unmodified and
                          unchanged, except for modifications dated as set forth
                          below;

                 G.       That the rental has not been paid more than one month
                          in advance, and that the rental being paid is at the
                          rate of $_______ (rounded) per month;

                 H.       That the Lease term is for ______ years and commenced
                          on __________ and terminates on ____________;

                 I.       That the Lease contains the following renewal options:
                          _______ year(s) each;

                 J.       The current balance of the security deposit under the
                          lease is $_________;

                 K.       That it has no right of first refusal to purchase, or
                          option to purchase the Premises. In the event Tenant
                          has any such rights, Tenant hereby acknowledges and
                          agrees that it has

                                        2
<PAGE>   41
                 waived said rights in their entirety to the extent said rights 
                 relate to the transaction which has required this Estoppel 
                 Certificate. Such right shall be retained by Tenant as they 
                 relate to any future transaction if provided for by the terms
                 of the Lease.

                 This Certificate is made with knowledge by the undersigned that
reliance is being made upon this Certificate.

Dated:  ____________________

                                                   Tenant:
                                                          ---------------------

                                        3
<PAGE>   42
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
<S>                                                                                        <C>
Recitals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
  1.   Contribution of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
  2.   Issuance of Units  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
  3.   Pre-Closing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
  4.   Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
  5.   Designation of Excluded Projects . . . . . . . . . . . . . . . . . . . . . . . . . .   6
  6.   Escrow; Delivery of Funds and Documents  . . . . . . . . . . . . . . . . . . . . . .   7
  7.   Closing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
  8.   Prorations and Post-Closing Payments . . . . . . . . . . . . . . . . . . . . . . . .  10
  9.   Distribution of Funds and Documents  . . . . . . . . . . . . . . . . . . . . . . . .  12
  10.  Representations, Warranties and Covenants of Transferor  . . . . . . . . . . . . . .  12
  11.  Representations and Warranties of the Partnership  . . . . . . . . . . . . . . . . .  16
  12.  Parties' Obligation to Close . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
  13.  Brokerage Commissions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
  14.  Default and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
  15.  Obligations to Third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
  16.  Pre-Closing and Post-Closing Liabilities . . . . . . . . . . . . . . . . . . . . . .  17
  17.  Casualty; Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
  18.  Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       18.1   Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       18.2   Successors and Assigns  . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       18.3   Amendments and Termination  . . . . . . . . . . . . . . . . . . . . . . . . .  18
       18.4   Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       18.5   Merger of Prior Agreements  . . . . . . . . . . . . . . . . . . . . . . . . .  18
       18.6   Attorney Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       18.7   Captions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       18.8   Pronouns; Joint and Several Use of Certain Terms  . . . . . . . . . . . . . .  18
       18.9   Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       18.10  Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       18.11  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       18.12  Calculation of Time Periods . . . . . . . . . . . . . . . . . . . . . . . . .  19
       18.13  Judicial Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       18.14  Survival  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       18.15  Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       18.16  Schedules and Exhibits  . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
</TABLE>


                                       i
<PAGE>   43
                 IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

THE PARTNERSHIP:           EXCEL REALTY PARTNERS, L.P.,
                                a Delaware limited partnership

                                By:    EXCEL REALTY TRUST, INC.,
                                       a Maryland corporation, its 
                                       general partner

                                       By:
                                            -------------------------------,
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            -------------------------------,
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

TRANSFERORS:

                               CARTERSVILLE CROSSING ASSOCIATES, LTD.,
                               a Georgia limited partnership

                               By:     RETAIL CENTERS/SOUTHEAST, LTD.,
                                       a Georgia corporation, 
                                       general partner

                                       By:
                                            -------------------------------,
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            -------------------------------,
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

                               By:   
                                   -------------------------------
                                   Fletcher Bright, general partner

                               By:  
                                   -------------------------------
                                   W. Michael Caldwell, general partner

<PAGE>   44
                               BRIGHT-MEYERS TULLAHOMA ASSOCIATES, L.P.,
                               a Tennessee limited partnership

                               By:     BRIGHT-MEYERS DEVELOPMENT CORPORATION,
                                       a Tennessee corporation, a general 
                                       partner

                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

                               EVANS TOWNE CENTRE, L.P.,
                               a Tennessee limited partnership

                               By:     CALLAWAY LAND COMPANY,
                                       a Georgia corporation, general partner

                                       By:
                                            -------------------------------,
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            -------------------------------,
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

                               By:   
                                   ---------------------------------------
                                       Fletcher Bright, general partner

<PAGE>   45
                               BRIGHT-MEYERS MILLEDGEVILLE ASSOCIATES, L.P.,
                               a Tennessee limited partnership

                               By:     BRIGHT INTERESTS, INC.,
                                       a Tennessee corporation, general partner

                                       By:
                                            -------------------------------,
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            -------------------------------,
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

                               By:         
                                   ------------------------------------------
                                       George Bright, general partner

                               By:       
                                   ------------------------------------------
                                       William O. Meyers, general partner

                               ENGLISH GARDEN CITY LIMITED PARTNERSHIP,
                               a Tennessee limited partnership

                               By:     BRIGHT INTERESTS, L.P.,
                                       a Tennessee limited partnership, general 
                                       partner

                                       By:      BRIGHT INTERESTS, INC.,
                                                a Tennessee corporation, general
                                                partner

                                       By:
                                            -------------------------------,
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            -------------------------------,
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

                               By:  
                                   -----------------------------------------
                                       Mertland M. Hedges, III, general partner

<PAGE>   46
                               HUGHES-CAMPBELLSVILLE ASSOCIATES LIMITED 
                               PARTNERSHIP, a Tennessee limited partnership, as
                               tenant in common

                               By:     BRIGHT INTERESTS, L.P.,
                                       a Tennessee limited partnership, general
                                       partner

                                       By:      BRIGHT INTERESTS, INC.,
                                                a Tennessee corporation,

                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

                                ALFORD-JASPER, TN, LTD., L.P.,
                                a Tennessee limited partnership

                                       By:  
                                           ----------------------------------
                                                BARRY ALFORD, general partner

                                       By:  
                                           ----------------------------------
                                                FLETCHER BRIGHT, general partner


                               ALFORD-DALTON, LTD.,
                               a Tennessee limited partnership, as tenant in 
                               common

                                       By: 
                                           ----------------------------------
                                                BARRY ALFORD, general partner

                                       By: 
                                           ----------------------------------
                                                FLETCHER BRIGHT, general partner

<PAGE>   47
                               SHELBY ASSOCIATES, LTD., L.P.,
                               a Tennessee limited partnership

                               By:     FLETCHER BRIGHT COMPANY,
                                       a Tennessee corporation, general partner

                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

                               By:
                                    ----------------------------------------
                                       Fletcher Bright, general partner

                               ALFORD-GADSDEN, L.P.,
                               a Tennessee limited partnership, as tenant in 
                               common

                                        By: 
                                            ----------------------------------
                                                 BARRY ALFORD, general partner

                                        By: 
                                            ----------------------------------
                                                 FLETCHER BRIGHT, general 
                                                 partner

                               ST. ELMO ASSOCIATES, L.P.,
                               a Tennessee limited partnership

                               By:     BRIGHT INTERESTS, INC.,
                                       a Tennessee corporation, general partner


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

<PAGE>   48
                               WISTERIA ASSOCIATES, LTD.,
                               a Georgia limited partnership, as tenant in
                               common

                                       By: 
                                           ------------------------------------
                                                DONALD A. BARKLEY, general 
                                                partner

                                       By: 
                                           ------------------------------------
                                                FLETCHER BRIGHT, general partner

                               SOMERSET ASSOCIATES LIMITED PARTNERSHIP,
                               a Tennessee limited partnership

                               By:     FLETCHER BRIGHT COMPANY,
                                       a Tennessee corporation

                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

                               By:   
                                    ----------------------------------------
                                       John M. Martin, general partner

                               By:       
                                    ----------------------------------------
                                       Fletcher Bright, general partner

                                FARRAR PLACE LIMITED PARTNERSHIP,
                                a Tennessee limited partnership

                                By:     S & E PARTNERS, INC.,
                                        a Tennessee corporation, general partner

                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

<PAGE>   49
                               ALFORD-GREENSBURG, LTD.,
                               a Tennessee limited partnership

                                       By: 
                                           ------------------------------------
                                                BARRY ALFORD, general partner

                                       By: 
                                           ------------------------------------
                                                FLETCHER BRIGHT, general partner

                               HABERSHAM CROSSING ASSOCIATES, L.P.,
                               a Georgia limited partnership

                                       By:  
                                           ------------------------------------
                                                FLETCHER BRIGHT, general partner

                                       By: 
                                           ------------------------------------
                                           W. MICHAEL CALDWELL, general partner

                               HAZEL PATH PARTNERS, L.P.,
                               a Tennessee limited partnership

                               By:     S & E PARTNERS, INC.,
                                       a Tennessee corporation, general partner

                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

<PAGE>   50
                               MORRISTOWN ASSOCIATES, LTD.,
                               a Tennessee partnership

                                       By: 
                                            ------------------------------------
                                                FLETCHER BRIGHT, general partner

                                       By: 
                                            ------------------------------------
                                                DONALD A. BARKLEY, general 
                                                partner

                               OCEANWAY PLAZA ASSOCIATES, LTD.,
                               a Tennessee limited partnership

                                       By:   
                                            ------------------------------------
                                                FLETCHER BRIGHT, general partner

                               ENGLISH HILTON HEAD I ASSOCIATES LIMITED 
                               PARTNERSHIP, a Tennessee limited partnership

                                       By:  
                                            ------------------------------------
                                                FLETCHER BRIGHT, general partner

                               PARKERSBURG-KROGER ASSOCIATES,
                               a Tennessee limited partnership

                               By:     FLETCHER BRIGHT COMPANY,
                                       a Tennessee corporation, general partner


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

<PAGE>   51
                               POWERS ROAD ASSOCIATES,
                               a Virginia limited partnership

                                       By: 
                                            -----------------------------------
                                                FLETCHER BRIGHT, general partner

                                       By:  
                                            -----------------------------------
                                                DONALD A. BARKLEY, general 
                                                partner

                               HUGHES-FLATWOODS ASSOCIATES, LTD., L.P.
                               a Tennessee limited partnership

                               By:     BRIGHT INTERESTS, L.P.,
                                       a Tennessee limited partnership, general
                                       partner

                                       By:      BRIGHT INTERESTS, INC.,
                                                a Tennessee corporation, general
                                                partner

                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

<PAGE>   52
                               BPT SOUTHEASTERN CENTERS II, LTD.
                               a Tennessee limited partnership

                               By:     BRIGHT, POAG AND THOMASON, INC.,
                                       a Tennessee corporation, managing general
                                       partner

                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

                               By:
                                    -------------------------------------------
                                       Fletcher Bright, general partner

                               By: 
                                    -------------------------------------------
                                       G. Dan Poag, Jr., general partner

                               By: 
                                    -------------------------------------------
                                       William H. Thomason, general partner

                               BRIGHT-MEYERS WINCHESTER ASSOCIATES, L.P.,
                               a Tennessee limited partnership

                               By:     BRIGHT-MEYERS DEVELOPMENT CORPORATION,
                                       a Tennessee corporation, general partner

                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

<PAGE>   53
                               CHARLESTON NO. 1, L.P.,
                               a Tennessee limited partnership

                               By:     BRIGHT INTERESTS, INC.,
                                       a Tennessee corporation, general partner

                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title:
                                             -------------------------------


                                       By:
                                            --------------------------------
                                       Name:
                                             -------------------------------
                                       Title: 
                                             -------------------------------

                               BRIGHT DIVERSIFIED PROPERTIES, L.P.,
                               a Tennessee limited partnership, as tenant in 
                               common

                               By: 
                                       -------------------------------------
                                       Fletcher Bright, general partner

                               By:     FLETCHER BRIGHT COMPANY,
                                       a Tennessee corporation, general partner

                                       By:
                                            --------------------------------
                                       Its:
                                            --------------------------------

                                       By: 
                                            --------------------------------
                                       Its:
                                            --------------------------------

<PAGE>   54
                             CONSENT OF ESCROW AGENT

The undersigned hereby consents to its appointment as the "Escrow Agent" under
the foregoing Agreement to Contribute Partnership Interests and Property and
agrees to act in accordance therewith.

Dated:__________________________________

CHICAGO TITLE INSURANCE COMPANY

By:   
     --------------------------------------------
Name: 
     --------------------------------------------
Title:
     --------------------------------------------