<PAGE>   1
                                   FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934  



For Quarter Ended        March 31, 1997                                         
                     ---------------------


Commission file number       0-13563                                           
                         --------------


                     DAMSON/BIRTCHER REALTY INCOME FUND - I
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Pennsylvania                                     13-3264491          
--------------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)


 27611 La Paz Road, P.O. Box A-1, Laguna Niguel, California    92677-0100   
--------------------------------------------------------------------------------
          (Address of principal executive offices)             (Zip Code)


                                 (714) 643-7700
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                      N/A
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12(g), 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.


                                 Yes  X      No
                                     ---        ---
<PAGE>   2
                      DAMSON/BIRTCHER REALTY INCOME FUND-I

                         QUARTERLY REPORT ON FORM 10-Q

                   FOR THE THREE MONTHS ENDED MARCH 31, 1997

                                     INDEX


<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>              <C>                                                            <C>
PART I.          FINANCIAL INFORMATION

Item 1.          Financial Statements

                 Statement of Net Assets in Liquidation -
                 March 31, 1997 (Unaudited) . . . . . . . . . . . . . . . . .    3

                 Balance Sheet -
                 December 31, 1996  . . . . . . . . . . . . . . . . . . . . .    4

                 Statements of Operations (Unaudited) -
                 Three Months Ended March 31, 1997 and 1996 . . . . . . . . .    5

                 Statements of Cash Flows (Unaudited) -
                 Three Months Ended March 31, 1997 and 1996 . . . . . . . . .    6

                 Notes to Financial Statements (Unaudited)  . . . . . . . . .    7

Item 2.          Management's Discussion and Analysis of
                 Financial Condition and Results of Operations  . . . . . . .   11


PART II.         OTHER INFORMATION  . . . . . . . . . . . . . . . . . . . . .   13
</TABLE>



                                       2

<PAGE>   3
                         PART I.  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


                      DAMSON/BIRTCHER REALTY INCOME FUND-I

                     STATEMENT OF NET ASSETS IN LIQUIDATION
                                 MARCH 31, 1997
                                  (UNAUDITED)              


ASSETS (Liquidation Basis):
---------------------------

Properties held for sale                                      $35,404,000

Cash and cash equivalents                                         773,000
Accounts receivable                                               128,000
Other assets                                                       79,000 
                                                              -----------

   Total Assets                                                36,384,000 
                                                              -----------

LIABILITIES (Liquidation Basis):
--------------------------------

Accounts payable and accrued liabilities                          791,000
Secured loan payable                                            2,883,000
Accrued expenses for liquidation                                  708,000 
                                                              -----------

   Total Liabilities                                            4,382,000 
                                                              -----------

Net Assets in Liquidation                                     $32,002,000 
                                                              ===========



The accompanying notes are an integral part of these financial statements.



                                       3

<PAGE>   4
                      DAMSON/BIRTCHER REALTY INCOME FUND-I

                                 BALANCE SHEET

                               DECEMBER 31, 1996          



ASSETS
------

Properties held for sale (net of valuation               $34,582,000
   allowance of $5,418,000)

Cash and cash equivalents                                    711,000
Accounts receivable (net of allowance for
   doubtful accounts of $46,000)                              80,000
Accrued rent receivable                                      439,000
Prepaid expenses and other assets                            670,000 
                                                         -----------
                                                         $36,482,000 
                                                         ===========

LIABILITIES AND PARTNERS' CAPITAL
---------------------------------

Accounts payable and accrued liabilities                 $   937,000
Secured loan payable                                       2,932,000 
                                                         -----------
   Total liabilities                                       3,869,000 
                                                         -----------

Partners' capital (deficit):
   Limited Partners                                       33,104,000
   General Partner                                          (491,000)
                                                         -----------
                                                          32,613,000

Commitments and contingencies                                        
                                                         -----------
                                                         $36,482,000 
                                                         ===========



Note:   The balance sheet at December 31, 1996 has been prepared from the
        audited financial statements as of that date.


The accompanying notes are an integral part of these financial statements.



                                       4

<PAGE>   5
                      DAMSON/BIRTCHER REALTY INCOME FUND-I

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)            




                                             Three Months Ended March 31,
                                            ------------------------------
                                               1997                1996   
                                            ----------          ----------
REVENUES
--------
Rental income                               $1,479,000          $1,548,000
Interest income                                 10,000               1,000 
                                            ----------          ----------
   Total revenues                            1,489,000           1,549,000 
                                            ----------          ----------

EXPENSES
--------

Operating expenses                             377,000             437,000
Real estate taxes                              201,000             250,000
Depreciation and amortization                   70,000              40,000
General and administrative                     369,000             234,000
Interest                                        66,000              70,000
Adjustment to carrying value of
   real estate                                       -           1,149,000 
                                            ----------          ----------
   Total expenses                            1,083,000           2,180,000 
                                            ----------          ----------
NET INCOME (LOSS)                           $  406,000          $ (631,000)
                                            ==========          ==========

NET INCOME (LOSS) ALLOCABLE TO:

   General Partner                          $    4,000          $   (6,000)
                                            ==========          ==========
   Limited Partners                         $  402,000          $ (625,000)
                                            ==========          ==========



The accompanying notes are an integral part of these financial statements.



                                       5

<PAGE>   6
                      DAMSON/BIRTCHER REALTY INCOME FUND-I

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)            



<TABLE>
<CAPTION>
                                                        Three Months Ended March 31, 
                                                       -----------------------------
                                                          1997               1996   
                                                       -----------        ----------
<S>                                                    <C>                <C>
Cash flows from operating activities:
   Net Income (loss)                                   $ 406,000          $  (631,000)
Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
   Depreciation and amortization                          70,000               40,000
Adjustment to carrying value of real estate                    -            1,149,000

Changes in:
   Accounts receivable                                   (48,000)              17,000
   Prepaid expenses and other assets                     112,000              (57,000)
   Accrued rent receivable                                 6,000                2,000
   Accounts payable and accrued liabilities             (146,000)            (153,000)
                                                       ---------          -----------
Net cash provided by operating activities                400,000              367,000

Cash flows from investing activities:
   Investments in real estate                            (34,000)          (1,215,000)
                                                       ---------          -----------
Net cash used in investing activities                    (34,000)          (1,215,000)

Cash flows from financing activities:
   Secured loan payable                                  (49,000)             656,000
   Distributions                                        (255,000)                   - 
                                                       ---------          -----------
Net cash (used in) provided by financing
   activities                                           (304,000)             656,000

Net increase (decrease) in cash and cash
  equivalents                                             62,000             (192,000)

Cash and cash equivalents, beginning of
   period                                                711,000              301,000 
                                                       ---------          -----------
Cash and cash equivalents, end of period               $ 773,000          $   109,000 
                                                       =========          ===========
</TABLE>



   The accompanying notes are an integral part of these financial statements.



                                       6

<PAGE>   7
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


NOTES TO FINANCIAL STATEMENTS - UNAUDITED

(1)      Accounting Policies
         -------------------

         The financial statements of Damson/Birtcher Realty Income Fund-I (the
         "Partnership") included herein have been prepared by the General
         Partner, without audit, pursuant to the rules and regulations of the
         Securities and Exchange Commission.  These financial statements
         include all adjustments which are of a normal recurring nature and, in
         the opinion of the General Partner, are necessary for a fair
         presentation.  Certain information and footnote disclosures normally
         included in financial statements prepared in accordance with generally
         accepted accounting principles have been condensed or omitted,
         pursuant to the rules and regulations of the Securities and Exchange
         Commission.  These financial statements should be read in conjunction
         with the financial statements and notes thereto included in the
         Partnership's annual report on Form 10-K for the year ended December
         31, 1996.

         Liquidation Basis of Accounting

         On February 18, 1997, the Partnership mailed a Consent Solicitation to
         the Limited Partners which sought their consent to dissolve the
         Partnership and sell and liquidate all of its remaining properties as
         soon as practicable, consistent with selling the Partnership's
         properties to the best advantage under the circumstances.  A majority
         in interest of the Limited Partners consented by March 14, 1997.  As a
         result, the Partnership has adopted the liquidation basis of
         accounting as of March 31, 1997.  The difference between the adoption
         of the liquidation basis of accounting as of March 14, 1997 and March
         31, 1997 was not material.

         Under the liquidation basis of accounting, assets are stated at their
         estimated net realizable values and liabilities are stated at their
         anticipated settlement amounts.  The valuation of assets and
         liabilities necessarily requires many estimates and assumptions, and
         there are substantial uncertainties in carrying out the dissolution of
         the Partnership.  The actual values upon dissolution and costs
         associated therewith could be higher or lower than the amounts
         recorded.

         Earnings Per Unit

         The Partnership Agreement does not designate investment interests in
         units.  All investment interests are calculated on a "percent of
         Partnership" basis, in part to accommodate original reduced rates on
         sales commissions for subscriptions in excess of certain specified
         amounts.

         A Limited Partner who was charged a reduced sales commission or no
         sales commission was credited with proportionately larger Invested
         Capital and therefore had a disproportionately greater interest in the
         capital and revenues of the Partnership than a Limited Partner who
         paid commissions at a higher rate.  As a result, the Partnership has
         no set unit value as all accounting, investor reporting and tax
         information is based upon each investor's relative percentage of
         Invested Capital.  Accordingly, earnings or loss per unit is not
         presented in the accompanying financial statements.



                                       7
<PAGE>   8
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


NOTES TO FINANCIAL STATEMENTS - UNAUDITED (Cont'd.)

(1)      Accounting Policies (Cont'd.)
         -------------------

         Carrying Value of Real Estate (Prior to adoption of Liquidation Basis 
         of Accounting)

         In March 1995, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 121 "Accounting for
         the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
         Disposed Of," ("FAS 121").  This Statement requires that if the
         General Partner believes factors are present that may indicate
         long-lived assets are impaired, the undiscounted cash flows, before
         debt service, related to the assets should be estimated.  If these
         estimated cash flows are less than the carrying value of the asset,
         then impairment is deemed to exist.  If impairment exists, the asset
         should be written down to the estimated fair value.

         Further, assets held for sale, including any unrecoverable accrued
         rent receivable or capitalized leasing commissions, were carried at
         the lower of carrying value or fair value less estimated selling
         costs.  Any adjustment to carrying value was recorded as a valuation
         allowance against property held for sale.  Each reporting period, the
         General Partner reviewed its estimates of fair value, which were
         decreased or increased up to the original carrying value.  Finally,
         assets held for sale are no longer depreciated.  The General Partner
         adopted FAS 121 at December 31, 1995 and the adoption did not have a
         material impact on the Partnership's operations or financial position,
         as prior to December 31, 1995, the Partnership had not had any
         properties held for sale.

         As noted above, as of December 31, 1995 the General Partner decided to
         account for the Partnership's properties as assets held for sale,
         instead of for investment.  Assuming an average 12 month holding
         period, the General Partner compared the carrying value of each
         property to its appraised value as of January 1, 1996.  If the
         carrying value of a property and certain related assets was greater
         than its appraised value, less selling costs, the General Partner
         reduced the carrying value of the property by the difference.  Using
         this methodology, the General Partner determined that The Cornerstone,
         Ladera I Shopping Center, Terracentre, Arlington Executive Plaza and
         Washington Technical Center had carrying values greater than they had
         appraised values, and therefore reduced their carrying values by
         $1,600,000, $560,000, $590,000, $1,250,000 and $770,000 to $9,032,000,
         $6,234,000, $2,397,000, $2,740,000 and $2,612,000, respectively.

         Utilizing the same methodology, assuming a 12 month holding period,
         for the year ended December 31, 1996, the General Partner determined
         that The Cornerstone, Ladera-I Shopping Center and Oakpointe had
         carrying values greater than their respective appraised values.  As a
         result, the carrying values were adjusted by $1,683,000, $398,000, and
         $253,000 to $8,960,000, $5,900,000, and $7,700,000, respectively.  In
         addition, during 1996, the carrying values of Terracentre and
         Washington Technical Center were increased by $190,000 and $246,000 to
         their estimated fair values less selling costs of $2,900,000 and
         $3,020,000, respectively.

(2)      Transactions with Affiliates
         ----------------------------

         The Partnership has no employees and, accordingly, the General Partner
         and its affiliates perform services on behalf of the Partnership in
         connection with



                                       8

<PAGE>   9
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


NOTES TO FINANCIAL STATEMENT - UNAUDITED (Cont'd.)

(2)      Transactions with Affiliates (Cont'd.)
         ----------------------------

         administering the affairs of the Partnership.  The General Partner and
         affiliates are reimbursed for their general and administrative costs
         actually incurred and associated with services performed on behalf of
         the Partnership.  For the three months ended March 31, 1997 and 1996,
         the Partnership incurred approximately $34,000 and $47,000,
         respectively, of such expenses.

         An affiliate of the General Partner provides property management
         services with respect to the Partnership's properties and receives a
         fee for such services not to exceed 3% of the gross receipts from the
         properties under management.  Such fees amounted to approximately
         $40,000 and $44,000 for the three months ended March 31, 1997 and
         1996, respectively.  In addition, an affiliate of the General Partner
         received $78,000 and $89,000 for the three months ended March 31, 1997
         and March 31, 1996, respectively, as reimbursement of costs of on-site
         property management personnel and other reimbursable costs.

         As previously reported, on June 24, 1993, the Partnership completed
         its solicitation of written consents from its Limited Partners.  A
         majority in interest of the Partnership's Limited Partners approved
         each of the proposals contained in the Information Statement dated May
         5, 1993.  Those proposals were implemented by the Partnership as
         contemplated by the Information Statement as amendments to the
         Partnership Agreement, and are reflected in these financial statements
         as such.

         The amended Partnership Agreement provides for the Partnership's
         payment to the General Partner of an annual asset management fee equal
         to .65% for 1997 and .75% for 1996 of the aggregate appraised value of
         the Partnership's properties as determined by independent appraisal
         undertaken in January of each year.  Such fees for the three months
         ended March 31, 1997 and March 31, 1996, amounted to $61,000 and
         $76,000, respectively.

         In addition, the amended Partnership Agreement provides for payment to
         the General Partner of a leasing fee for services rendered in
         connection with leasing space in a Partnership property after the
         expiration or termination of leases.  Fees for leasing services for
         the three months ended March 31, 1997 and March 31, 1996, amounted to
         $1,000 and $6,000, respectively.

(3)      Commitments and Contingencies
         -----------------------------

         Litigation

         The Partnership is not a party to any material pending legal
         proceedings other than ordinary routine litigation incidental to its
         business.  It is the General Partner's belief that the outcome of
         these proceedings will not be material to the business or financial
         condition of the Partnership.

(4)      Accrued Expenses for Liquidation
         --------------------------------

         Accrued expenses for liquidation as of March 31, 1997, includes
         estimates of costs to be incurred in carrying out the dissolution and
         liquidation of the Partnership.  These costs include estimates of
         legal fees, accounting fees, tax preparation and filing fees,
         professional services, the general partner's liability insurance and
         the pre-payment penalty and remaining unamortized loan



                                       9
<PAGE>   10
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


NOTES TO FINANCIAL STATEMENT - UNAUDITED (Cont'd.)

(4)      Accrued Expenses for Liquidation (Cont'd.)
         --------------------------------

         fees associated with the anticipated early retirement of the mortgage
         loan secured by the Certified Warehouse property.  The actual costs
         could vary significantly from the related provisions due to the
         uncertainty related to the length of time required to complete the
         liquidation and dissolution and the complexities which may arise in
         disposing of the Partnership's remaining assets.



                                       10
<PAGE>   11
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         Liquidity and Capital Resources
         -------------------------------

         Since the completion of its acquisition program in September 1985, the
         Partnership has been primarily engaged in the operation of its
         properties.  The Partnership's original objective had been to hold its
         properties as long-term investments.  However, an Information
         Statement, dated May 5, 1993, mandated that the General Partner seek a
         vote of the Limited Partners no later than December 31, 1996,
         regarding prompt liquidation of the Partnership in the event that
         properties with appraised values as of January 1993 which constituted
         at least one half of the aggregate appraised values of all Partnership
         properties as of that date were not sold or under contract for sale by
         the end of 1996.  Given the mandate of the May 5, 1993 Information
         Statement, as of December 31, 1995, the General Partner decided to
         account for the Partnership's properties as assets held for sale,
         instead of for investment.  In a Consent Solicitation dated February
         18, 1997, the Partnership solicited and recieved the consent of the
         Limited Partners on March 14, 1997 to dissolve the Partnership and
         sell and liquidate all of its remaining properties as soon as
         practicable, consistent with selling the Partnership's properties to
         the best advantage under the circumstances.  The Partnership's
         properties were held for sale throughout 1996 and continue to be held
         for sale.

         Regular distributions through March 31, 1997 represent cash flow
         generated from operations of the Partnership's properties and interest
         earned on the temporary investment of working capital net of capital
         reserve requirements.  In December 1996, the Partnership made a
         special distribution of $1,500,000, representing a portion of net
         proceeds from the sale of Arlington Executive Plaza.  Future cash
         distributions will be made principally to the extent of cash flow
         attributable to operations and sales of the Partnership's properties
         and interest earned on the investment of capital reserves, after loan
         repayments, payment for capital improvements to the Partnership's
         properties and providing for capital reserves.

         Certain of the Partnership's properties are not fully leased.  The
         Partnership is actively marketing the vacant space in these
         properties, subject to the competitive environment in each of the
         market areas.  To the extent the Partnership is not successful in
         maintaining or increasing occupancy levels at these properties, the
         Partnership's future cash flow may be reduced.

         On July 30, 1993, the Partnership obtained a loan secured by a First
         Deed of Trust on the Certified Distribution Center in Salt Lake City,
         Utah.  The loan, in the amount of $3,500,000, carries a fixed interest
         rate of 9% per annum over a 13-year fully amortizing term.  The
         Partnership's first payment of $38,138.82 was paid on September 1,
         1993, with monthly installments due thereafter.  Proceeds from that
         loan, along with $500,000 of Partnership cash reserves, were used to
         retire the Partnership's then existing debt of $4,000,000.

         In March 1996, the Partnership entered into a loan agreement pursuant
         to which it could borrow up to $1,500,000, evidence by a note secured
         by a first deed of trust and financing statement on the Ladera I
         Shopping Center in Albuquerque, New Mexico.  Pursuant to the note and
         loan agreement, the Partnership borrowed $700,000 in March 1996.  The
         Partnership made interest only payments at the rate of 1% over prime
         (the loan rate was 9.25%) through November 1996, when the entire
         balance was paid off utilizing a portion of the proceeds from the sale



                                       11
<PAGE>   12
                      DAMSON/BIRTCHER REALTY INCOME FUND-I


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Cont'd.)

         Liquidity and Capital Resources (Cont'd.)
         -------------------------------

         of Arlington Executive Plaza.  The net proceeds of the foregoing loan
         were used to fund a portion of the renovation and tenant improvements
         at The Cornerstone and tenant improvements at Oakpointe.

         Results of Operations Prior to Adoption of the Liquidation Basis of
         Accounting for the Three Months Ended March 31, 1997 Compared With the
         Three Months Ended March 31, 1996
         -----------------------------------------------------------------------

         The decrease in rental income for the three months ended March 31,
         1997, as compared to the corresponding period in 1996, was primarily
         attributable to the sale of Arlington Executive Plaza in November
         1996. The aforementioned decrease was partially offset by increase in
         revenue at Oakpointe ($44,000) and Terracentre ($40,000).

         The increase in interest income for the three months ended March 31,
         1997 as compared to the corresponding period in 1996, was attributable
         to the increase in the average level of the Partnership's working
         capital available for short term investment.

         The decrease in operating expenses for the three months ended March
         31, 1997, as compared to the corresponding period in 1996, was
         primarily attributable to the sale of Arlington Executive Plaza in
         November 1996.

         The decrease in real estate taxes for the three months ended March 31,
         1997, as compared to the corresponding period in 1996, was primarily
         attributable to the sale of Arlington Executive Plaza in November
         1996.

         General and administrative expenses for the three months ended March
         31, 1997 and 1996, include charges of $96,000 and $128,000,
         respectively, from the General Partner and its affiliates for services
         rendered in connection with administering the affairs of the
         Partnership and operating the Partnership's properties.  Also included
         in general and administrative expenses for the three months ended
         March 31, 1997 and 1996, are direct charges of $273,000 and $106,000,
         respectively, relating to audit fees, tax preparation fees, legal fees
         and professional services, liability insurance expenses, costs
         incurred in providing information to the Limited Partners and other
         miscellaneous costs.

         The increase in general and administrative expenses for the three
         months ended March 31, 1997, as compared to the corresponding period
         in 1996, was primarily attributable to the increase in legal and
         professional services associated with the February 1997, consent
         solicitation.

         Accrued expenses for liquidation, as reflected in the Statement of Net
         Assets in Liquidation as of March 31, 1997, are not included in
         results of operations for the three month period ended March 31, 1997.
         The liquidation basis of accounting was adopted on March 31, 1997
         therefore, it was not appropriate to include such adjustments in the
         results of operations for prior periods.



                                       12
<PAGE>   13
                      DAMSON/BIRTCHER REALTY INCOME FUND-I

                          PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         So far as is known to the General Partner, neither the Partnership nor
         its properties are subject to any material pending legal proceedings.

         On March 25, 1997, a limited partner named Bigelow/Diversified
         Secondary Partnership Fund 1990 filed a purported class action lawsuit
         in the Court of Common Pleas of Philadelphia County against
         Damson/Birtcher Partners, Birtcher Investors, Birtcher/Liquidity
         Properties, Birtcher Investments, L.F. Special Fund II, L.P., L.F.
         Special Fund I, L.P., Arthur Birtcher, Ronald Birtcher, Robert
         Anderson, Richard G. Wollack and Brent R. Donaldson alleging breach of
         fiduciary duty and breach of contract and seeking to enjoin the
         Consent Solicitation dated February 18, 1997.  On April 18, 1997, the
         court denied the plaintiff's motion for a preliminary injunction.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)      Exhibits:

                 27 - Financial Data Schedule

         b)      Reports on Form 8-K:

                 None filed in quarter ended March 31, 1997.



                                       13
<PAGE>   14
                      DAMSON/BIRTCHER REALTY INCOME FUND-I

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                  DAMSON/BIRTCHER REALTY INCOME FUND-I


By:  DAMSON/BIRTCHER PARTNERS     By:  BIRTCHER PARTNERS,
     (General Partner)                 a California general partnership

                                       By:  BIRTCHER INVESTMENTS,
                                            a California general partnership,
                                            General Partner of Birtcher Partners

                                            By:  BIRTCHER LIMITED,
                                                 a California limited 
                                                 partnership, General Partner 
                                                 of Birtcher Investments

                                                 By:  BREICORP,
                                                      a California corporation,
                                                      formerly known as Birtcher
                                                      Real Estate Inc., General
                                                      Partner of Birtcher
                                                      Limited

Date:  May 12, 1997                                   By: /s/ Robert M. Anderson
                                                          ----------------------
                                                          Robert M. Anderson
                                                          Executive Director 
                                                          BREICORP
                                                  

                                  By:  LF Special Fund II, L.P.,
                                       a California limited partnership

                                       By:  Liquidity Fund Asset Management,
                                            Inc., a California corporation,
                                            General Partner of
                                            LF Special Fund II, L.P.

Date:  May 12, 1997                         By:   /s/ Brent R. Donaldson 
                                                ------------------------------
                                                Brent R. Donaldson
                                                President Liquidity Fund
                                                Asset Management, Inc.



                                       14