<PAGE>
                                                                January 25, 1999

Mr. Paul M. Meister
Fisher Scientific International, Inc.
Liberty Lane
Hampton, NH  03842

Re:  Tax Sharing Agreements

Dear Paul:

     In connection with the examination of the 1990 and 1991 consolidated
federal income tax returns of The Henley Group, Inc. ("Henley"), numerous
adjustments to taxable income were proposed by the examination team in their
30-day letter dated May 16, 1995. A protest was filed with the Appeals Division
on August 9, 1995, and during the last 28 months numerous discussions were held
with the Appeals Officers assigned on the case. On October 14, 1998, Robert
Donovan, the Appeals Team Chief, sent a proposed closing agreement which would
settle the issues in the case.

     When we indicated a tentative willingness to settle the case, Mr. Donovan
prepared calculations showing the tax effect of the proposal. A copy of these
calculations is attached as Exhibit A. The calculations have been reviewed by
Dean Adams, as well as by Hank Adler of Deloitte & Touche. These calculations
show a tax due, before giving effect to carry back of 1992 net operating losses,
of $1,916,184. After giving effect to payments made with the tax return, the
payment made by Abex with respect to the tax shown as being due for "agreed"
issues and the reduction in tax resulting from the carry back of the 1992 net
operating losses, there is additional tax due in the amount of $280,223, plus
interest of approximately $464,000.

     As we finalize the appeals settlement with the Internal Revenue Service, we
believe it is everyone's interest to agree as to the responsibilities of
California Coastal Communities, Inc. (formerly known as Koll Real Estate Group,
Inc.) ("CCC"), Henley and Fisher Scientific International, Inc. ("Fisher") under
all tax sharing agreements between them, including (but not limited to) the
following agreements: (i) the Tax Sharing Agreement, dated December 17, 1991,
between The Henley Group, Inc. and Fisher Scientific International, Inc.; (ii)
the Tax Sharing Agreement dated as of December 18, 1989, between The Henley
Group, Inc. and New Henley, Inc.; and (iii) the Tax Sharing Agreement dated as
of December 15, 1988, between The Henley Group, Inc. and Henley Newco, Inc. (all
such tax sharing agreements being referred to collectively hereinafter as the
"Tax Sharing Agreements"). Among other things, the Tax Sharing Agreements
provide for indemnification for taxes in periods ending on or before the
disaffiliation date.

<PAGE>
Mr. Paul M. Meister
January 25, 1999
Page 2


We understand and agree that:

(1)      Henley and/or CCC will be obligated to pay any tax due, including any
         federal and/or state income tax and/or franchise tax liability together
         with interest and any penalties thereon, resulting from the final
         settlement of the 1990 and 1991 Henley Group, Inc. federal income tax
         audit;

(2)      There are no current or future payments required to be made by Henley
         or CCC (or any of their affiliates) to Fisher (or any of its
         affiliates) under the Tax Sharing Agreements for tax matters other than
         those referred to in Item 1 above;

(3)      There are no current or future payments required to be made by Fisher
         (or any of its affiliates) to Henley or CCC (or any of their
         affiliates) under the Tax Sharing Agreements;

(4)      CCC intends to take the position for state income tax and/or franchise
         tax purposes that the sale of the IL Division by Fisher Scientific
         Company was a "busted Section 351" transaction as per the position
         taken on the consolidated federal and state returns as originally filed
         for 1991. Fisher agrees, on behalf of itself and its affiliates, to
         provide CCC, Deloitte & Touche and outside counsel with powers of
         attorney (and any necessary authorization) in order to allow CCC,
         Deloitte & Touche and outside counsel to act on behalf of Fisher (and
         its affiliates) with regard to this position in each pertinent
         jurisdiction. No such power may be revoked by Fisher, unless mutually
         agreed by Fisher and CCC. Fisher agrees that (i) Fisher shall
         immediately notify CCC of any proposed audit, adjustment or assessment
         by any state taxing authority with respect to state income and/or
         franchise taxes for the 1990 or 1991 taxable years; (ii) CCC shall have
         the full authority and discretion regarding the handling of all
         administrative proceedings and litigation on Fisher's (and its
         affiliates') behalf with respect to state income and/or franchise taxes
         for the 1990 and 1991 taxable years, which shall be at CCC's expense;
         (iii) CCC shall immediately notify Fisher of any proposed audit,
         adjustment or assessment by any state taxing authority with respect to
         Fisher state income and/or franchise taxes for the 1990 or 1991 taxable
         years; (iv) CCC shall notify Fisher within 10 business days of receipt
         of any proposed audit, adjustment or assessment notice by any state
         taxing authority with respect to Fisher and whether or not CCC will
         appeal or agree to such notice; (v) CCC shall provide Fisher notice of
         and an opportunity to attend any meeting with the relevant tax
         authorities regarding any claim, audit or proceeding under CCC's
         indemnity to Fisher; (vi) CCC will not agree to any adjustments that
         affect taxable income, or taxes due for these years, without the prior
         written consent of Fisher, which consent shall not be unreasonably
         withheld; and that (vii) neither Fisher nor any affiliate of Fisher
         shall take any position inconsistent with its reporting position for
         the 1990 and 1991 taxable years in any filing or communication with any
         state taxing authority or agree to any settlement of any state income
         and/or

<PAGE>
Mr. Paul M. Meister
January 25, 1999
Page 3


         franchise taxes due for these years without CCC's written consent,
         which consent shall not be unreasonably withheld. CCC agrees to have
         prepared on Fisher's (and its affiliates') behalf and at CCC's expense,
         a notification of federal audit adjustments with respect to 1990 and
         1991 in each state where Fisher is required to file such notification.
         Fisher shall assist CCC in preparing or drafting the required filings
         and provide CCC with any information required on a timely basis in
         order to make such filings; the required filings shall be signed by an
         officer of Fisher and will be filed by Fisher with the appropriate
         state jurisdictions after approval by CCC, but in no event later than
         required to be filed with the respective jurisdiction. It is understood
         and agreed that Deloitte & Touche will sign the notices or returns as
         preparers;

(5)      CCC shall pay the amount of any state tax liability (including interest
         and any penalties) promptly upon receipt by Fisher (or CCC) of a notice
         that the tax is due from the pertinent state taxing authority; provided
         that in the event CCC duly protests the amount due the payment shall
         not be due until there is a Final Determination, as defined below, of
         the amount of tax due (after all administrative procedures and
         litigation are exhausted, CCC has elected not to pursue any remaining
         administrative procedures or litigation, or payment is required to be
         made (in any state(s) where payment is a condition precedent to
         pursuing any appeals), whichever is first to occur (a "Final
         Determination"). If CCC elects under 4 (iv) above to appeal or litigate
         any proposed audit, adjustment or assessment notice issued by any state
         taxing authority, then CCC must provide Fisher with the appropriate
         appeal or litigation documentation signed by Deloitte & Touche or CCC's
         outside counsel, for Fisher's signature and filing five (5) days prior
         to the appropriate filing date for such appeal or litigation deadline.
         Fisher shall be obligated to file the appeal documentation by the due
         date for such filing. If CCC does not provide Fisher with the appeal
         documentation 5 days prior to the due date, then CCC is deemed to have
         a Final Determination of the amount of tax due.

(6)      CCC shall provide Fisher with a letter of credit in favor of Fisher in
         the amount of $3.0 million substantially in the form set forth in the
         attached Exhibit B as partial security for payment of CCC's obligations
         under the Tax Sharing Agreements as modified by this letter. Fisher
         shall reimburse CCC for any letter of credit fee actually incurred in
         providing such letter of credit up to a maximum amount of $30,000 per
         year, payable (i) upon receipt by Fisher of the executed letter of
         credit and (ii) 10 business days prior to the anniversary date of the
         letter of credit. Fisher shall only be entitled to draw on the letter
         of credit to the extent of any state tax liability (including interest
         and any penalties) due as the result of a Final Determination or upon
         receipt of notice of CCC's filing of a petition for relief under the
         United States Bankruptcy Code. Fisher shall promptly apply all


<PAGE>
Mr. Paul M. Meister
January 25, 1999
Page 4


         amounts drawn under the letter of credit towards payment of such state
         tax liability (including interest and any penalties). Notwithstanding
         the foregoing, however, CCC's obligations under the Tax Sharing
         Agreements shall not be limited or reduced in any way as a result of
         its providing said letter of credit, or as the result of any provision
         of such letter of credit (including any provision relating to
         extensions of the letter of credit); and

(7)      This Agreement shall be governed by the laws of the state of Delaware,
         without regard to the principals of conflict of laws thereof.

     If you are in agreement with the above statements regarding Fisher's,
Henley's and CCC's liabilities pursuant to the Tax Sharing Agreements, please
sign and date the copy of this letter and return it via overnight delivery to
the undersigned.


                                               Very truly yours,



                                               /s/ Raymond J. Pacini
                                            ------------------------------
                                               Raymond J. Pacini
                                               President and
                                               Chief Executive Officer

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

         We have reviewed the attachments to this letter, together with the Tax
         Sharing Agreements, and agree that, if the audit is settled in the
         manner proposed by the Internal Revenue Service, Henley and CCC (and
         their affiliates) have no further liability for payments to Fisher (or
         any of its affiliates) with respect to taxes other than those referred
         to in Items 1,5 and 6 above, and further that Fisher and any of its
         affiliates have no claims against Henley or CCC for tax payments other
         than those referred to in Items 1,5 and 6 above. We further agree with
         the other matters set forth in Items 2,3,4 and 7 above.


         January 27, 1999                        /s/ Paul M. Meister
         ---------------------------        ------------------------------
         Dated                                       Paul M. Meister


                                               Chief Financial Officer
                                            ------------------------------
                                                     Title

<PAGE>

                                    EXHIBIT A

                              Income Tax Changes
                                  Schedule 1

<TABLE>
<CAPTION>
                                                  12/31/90            12/31/91
<S>                                           <C>                 <C>
Consolidated taxable income per return
   (Before NOL carrybacks/carryforwards)      ($64,621,292)       $177,275,330

Previous adjustments:

   Partial Agreement - Exam RAR

   Schedule 1-A                                $ 5,575,126          $7,774,963

   Separate deductions/adjustments:
   Environmental Tax Deduction                                       ($240,747)
                                              ------------        ------------
Consolidated taxable income as 
   previously adjusted                        ($59,046,166)       $184,809,546
   (Before NOL carrybacks/carryforwards)

RAR unagreed adjustments
   (Before NOL carrybacks/carryforwards)

   Schedule 1-B                                $98,776,164         $14,162,863

   Separate deductions/adjustments:
   Environmental Tax Deduction                    ($91,771)           ($26,406)
   Environmental Tax Deduction                                          $9,411
                                              ------------        ------------
Consolidated taxable income per
   unagreed RAR                                $39,638,227        $198,955,214
   (Before NOL carrybacks/carryforwards)

Appeals settlement
   (Before NOL carrybacks/carryforwards)

   Schedule 1-C                               ($84,081,675)          ($929,881)

   Separate deductions/adjustments:
   Environmental Tax Deduction                     $91,771              $1,116
                                              ------------        ------------
Consolidated TI per Appeals                   ($44,351,677)       $198,026,449
   (Before NOL carrybacks/carryforwards)

Net operating loss deduction

   Carryforward - Schedule 2                                     ($108,499,914)
                                              ------------        ------------
Consolidated TI per Appeals 
   (after NOL C/B, C/F)                       ($44,351,677)        $89,526,535
                                              ------------        ------------
                                              ------------        ------------
</TABLE>


<PAGE>

                              Income Tax Changes
                                  Schedule 1

<TABLE>
<CAPTION>
                                                  12/31/90            12/31/91
<S>                                           <C>                 <C>
Consolidated taxable income per Appeals       ($44,351,677)         $89,526,535
                                              ------------         ------------
                                              ------------         ------------
Tax on above                                            $0          $30,439,022

Less credits:
   Foreign tax credit - Schedule 13                                 $30,439,022
                                              ------------         ------------
Tax less credits                                        $0                   $0

Plus:
   Alternative minimum tax - Schedule 10                             $5,947,928
   Environmental Tax - Schedule 11                                     $256,626
                                              ------------         ------------
Total corrected tax liability                          $0            $6,204,552

Total tax as previously adjusted
   - Schedule 3                                        $0            $4,288,368
                                              ------------         ------------
Deficiency (overassessment)                            $0            $1,916,184
                                              ------------         ------------
                                              ------------         ------------
</TABLE>


<PAGE>

                                    EXHIBIT B

                                              Irrevocable Standby
                                              Letter of Credit
                                              No. 
                                              Issuance Date: ________________
                                              Expiration Date: _______________

Beneficiary:
Fisher Scientific International, Inc.
Liberty Lane
Hampton, NH 03842


Ladies and Gentlemen:

     We hereby establish our Irrevocable Standby Letter of Credit No. ______ 
in your favor for the account of California Coastal Communities, Inc. 
effective immediately for a maximum amount of USD 3,000,000.00 (US Dollars 
three million) available for payment at sight by your draft(s) drawn on us 
when accompanied by the following document:

     Beneficiary's dated statement purportedly signed by one of its officers 
worded as follows: "This certifies that Fisher Scientific International 
Inc., or any of its affiliates, is entitled to draw upon this Letter of 
Credit in the amount of [$dollars] pursuant to paragraph 6 of the Letter 
Agreement between California Coastal Communities, Inc. and Fisher Scientific 
International, Inc. dated January 25, 1999."

     The amount of this Letter of Credit shall be reduced by

          a.   the amount of any drawings under this Letter of Credit

          b.   the amount of any reductions acceptable to the Beneficiary 
               by amendment.

     Partial drawings are permitted.

     It is a condition of this Letter of Credit that it will be automatically 
renewed for a one year period upon the expiration date set forth above and 
upon each anniversary of such date, (however in no event will this Letter of 
Credit be extended beyond the final expiration date of December 31, 2000 
except to the

                                                       Continued on Page Two

<PAGE>

Page Two
L/C No. __________

extent of the lesser of (1) any amount of tax and interest potentially due 
with respect to matters then being appealed, or (2) the then remaining 
balance of the Letter of Credit) unless 60 days prior to the expiration date, 
or prior to any anniversary of such date, we notify you in writing by 
certified mail, return receipt requested mail, or by courier, that we elect 
not to so renew this Letter of Credit.

     Upon receipt of our notice of election not to renew this Letter of 
Credit you may draw on us for up to the balance remaining and within the then 
applicable expiration date by your sight draft drawn on us when accompanied 
by the following document:

     Beneficiary's dated statement purportedly signed by one of its officers 
worded as follows: "The amount of this drawing USD _________ under 
PaineWebber Incorporated Letter of Credit No. ___________ represents funds 
due us as we have received notice from PaineWebber Incorporated of their 
election not to renew this Letter of Credit, the obligations to Fisher 
Scientific International, Inc. remain outstanding, and we have not received 
an acceptable replacement Letter of Credit."

     Drafts and Documents must be presented for payment at our office located 
at 1200 Harbor Blvd., 4th Floor, Weehawken, NJ 07087 to the attention of the 
Letter of Credit Dept. on or before the expiration date specified herein.

     This credit is subject to the Uniform Customs and Practice for 
Documentary Credits (1993 revision) International Chamber of Commerce 
Publication No. 500, and to the extent not inconsistent therewith, the law of 
the State of New York, including Article 5 of the New York Uniform Commercial 
Code.

     We hereby engage with you to honor drafts and documents drawn under and 
in compliance with the terms of this credit.

     All communications to us with respect to this L/C must be addressed to 
our office located at 1200 Harbor Blvd., 4th Floor, Weehawken, N.J. 07087 to 
the attention of the Letter of Credit Dept.

                                             Very Truly Yours,



                                             Authorized Signature