Exhibit 10.39

(Local Currency - Single Jurisdiction)

                             ISDA
         International Swap Dealers Association, Inc.

                       MASTER AGREEMENT

                   dated as of MAY 15, 2001


SANWA BANK CALIFORNIA and BEDFORD PROPERTY INVESTORS, INC. have
entered and/or anticipate entering into one or more transactions
(each a "Transaction") that are or will be governed by this Master
Agreement, which includes the schedule (the "Schedule"), and the
documents and other confirming evidence (each a "Confirmation")
exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows: --

1.   Interpretation

(a)  Definitions.  The terms defined in Section 12 and in the
     Schedule will have the meanings therein specified for the
     purpose of this Master Agreement.

(b)  Inconsistency.  In the event of any inconsistency between the
     provisions of the Schedule and the other provisions of this
     Master Agreement, the Schedule will prevail.  In the event of
     any inconsistency between the provisions of any Confirmation
     and this Master Agreement (including the Schedule), such
     Confirmation will prevail for the purpose of the relevant
     Transaction.

(c)  Single Agreement.  All Transactions are entered into in
     reliance on the fact that this master Agreement and all
     Confirmations form a single agreement between the parties
     (collectively referred to as this "Agreement"), and the parties
     would not otherwise enter into any Transactions.

2.   Obligations

(a)  General Conditions.

   (i)  Each party will make each payment or delivery specified in
        each Confirmation to be made by it, subject to the other
        provisions of this Agreement.

   (ii) Payments under this Agreement will be made on the
        due date for value on that date in the place of the
        account specified in the relevant Confirmation or
        otherwise pursuant to this Agreement, in freely
        transferable funds and in the manner customary for
        payments in the required currency.  Where settlement
        is by delivery (that is, other than by payment),
        such delivery will be made for receipt on the due
        date in the manner customary for the relevant
        obligation unless otherwise specified in the
        relevant Confirmation or elsewhere in this
        Agreement.

   (iii)     Each obligation of each party under Section 2(a)(i)
             is subject to (1) the condition precedent that no
             Event of Default or Potential Event of Default with
             respect to the other party has occurred and is
             continuing, (2) the condition precedent that no
             Early Termination Date in respect of the relevant
             Transaction has occurred or been effectively
             designated and (3) each other applicable condition
             precedent specified in this Agreement.

(b)     Change of Account.  Either party may change its account for
        receiving a payment or delivery by giving notice to the other
        party at least five Local Business Days prior to the scheduled
        date for the payment or delivery to which such change applies
        unless such other party gives timely notice of a reasonable
        objection to such change.

(c)     Netting.  If on any date amounts would otherwise be payable: -

   (i)  in the same currency; and
   (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's
obligation to make payment of any such amount will be automatically
be satisfied and discharged and, if the aggregate amount that would
otherwise have been payable by one party exceeds the aggregate amount
that would otherwise have been payable by the other party, replaced
by an obligation upon the party by whom the larger aggregate amount
would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a
net amount will be determined in respect of all amounts payable on
the same date in the same currency in respect of such Transactions,
regardless of whether such amounts are payable in respect of the same
Transaction.  The election may be made in the Schedule or a
Confirmation by specifying that subparagraph (ii) above will not
apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph
(ii) above will not, or will cease to, apply to such Transactions
from such date).  This election may be made separately for different
groups of Transactions and will apply separately to each pairing of
branches or offices through which the parties make and receive
payments or deliveries.

(d)     Default Interest; Other Amounts.  Prior to the occurrence or
        effective designation of an Early Termination Date in respect
        of the relevant Transaction, a party that defaults in the
        performance of any payment obligation will, to the extent
        permitted by law and subject to Section 6(c), be required to
        pay interest (before as well as after judgment) on the overdue
        amount to the other party on demand in the same currency as
        such overdue amount, for the period from (and including) the
        original due date for payment to (but excluding) the date of
        actual payment, at the Default Rate.  Such interest will be
        calculated on the basis of daily compounding and the actual
        number of days elapsed.  If, prior to the occurrence or
        effective designation of an Early Termination Date in respect
        of the relevant Transaction, a party defaults in the
        performance of any obligation required to be settled by
        delivery, it will compensate the other party on demand if and
        to the extent provided for in the relevant Confirmation or
        elsewhere in this Agreement.

3. Representations

Each party represents to the other party (which representations will
be deemed to be repeated by each party on each date on which a
Transaction is entered into) that: --

(a)     Basic Representations.

   (i)  Status.  It is duly organised and validly existing under
        the laws of the jurisdiction of its organisation or
        incorporation and, if relevant under such laws in good
        standing;

   (ii) Powers.  It has the power to execute this Agreement
        and any other documentation relating to this
        Agreement to which it is a party, to deliver this
        Agreement and any other documentation relating to
        this Agreement that it is required by this Agreement
        to deliver and to perform its obligations under this
        Agreement and any obligations it has under any
        Credit Support Document to which it is a party and
        has taken all necessary action to authorise such
        execution, delivery and performance;

   (iii)     No Violation or Conflict.  Such execution, delivery
             and performance do not violate or conflict with any
             law applicable to it, any provision of its
             constitutional documents, any order or judgment of
             any court or other agency of government applicable
             to it or any of its assets or any contractual
             restriction binding on or affecting it or any of its
             assets;

   (iv) Consents.  All governmental and other consents that
        are required to have been obtained by it with
        respect to this Agreement or any Credit Support
        Document to which it is a party have been obtained
        and are in full force and effect and all conditions
        of any such consents have been complied with; and

   (v)  Obligations Binding.  Its obligations under this Agreement
        and any Credit Support Document to which it is a party
        constitute its legal, valid and binding obligations,
        enforceable in accordance with their respective terms
        (subject to applicable bankruptcy, reorganisation,
        insolvency, moratorium or similar laws affecting creditors'
        rights generally and subject, as to enforceability, to
        equitable principles of general application (regardless of
        whether enforcement is sought in a proceeding in equity or
        at law)).

(b)     Absence of Certain Events.  No Event of Default or Potential
        Event of Default or, to its knowledge, Termination Event with
        respect to it has occurred and is continuing and no such event
        or circumstance would occur as a result of its entering into or
        performing its obligations under this Agreement or any Credit
        Support Document to which it is a party.

(c)     Absence of Litigation.  There is not pending or, to its
        knowledge, threatened against it or any of its Affiliates any
        action, suit or proceeding at law or in equity or before any
        court, tribunal, governmental body, agency or official or any
        arbitrator that is likely to affect the legality, validity or
        enforceability against it of this Agreement or any Credit
        Support Document to which it is a party or its ability to
        perform its obligations under this Agreement or such Credit
        Support Document.

(d)     Accuracy of Specified Information.  All applicable information
        that is furnished in writing by or on behalf of it to the other
        party and is identified for the purpose of this Section 3(d) in
        the Schedule is, as of the date of the information, true,
        accurate and complete in every material respect.

4. Agreements

Each party agrees with the other that, so long as either party has or
may have any obligation under this Agreement or under any Credit
Support Document to which it is a party: --

(a)     Furnish Specified Information.  It will deliver to the other
        party any forms, documents or certificates specified in the
        Schedule or any Confirmation by the date specified in the
        Schedule or such Confirmation or, if none is specified, as soon
        as reasonably practicable.

(b)     Maintain Authorisations.  It will use all reasonable efforts to
        maintain in full force and effect all consents of any
        governmental or other authority that are required to be
        obtained by it with respect to this Agreement or any Credit
        Support Document to which it is a party and will use all
        reasonable efforts to obtain any that may become necessary in
        the future.

(c)     Comply with Laws.  It will comply in all material respects with
        all applicable laws and orders to which it may be subject if
        failure so to comply would materially impair its ability to
        perform its obligations under this Agreement or any Credit
        Support Document to which it is a party.

5. Events of Default and Termination Events

(a)     Events of Default.  The occurrence at any time with respect to
        a party or, if applicable, any Credit Support Provider of such
        party or any Specified Entity of such party of any of the
        following events constitutes an event of default (an "Event of
        Default") with respect to such party: --

   (i)  Failure to Pay or Deliver.  Failure by the party to make,
        when due, any payment under this Agreement or delivery
        under Section 2(a)(i) or 2(d) required to be made by it if
        such failure is not remedied on or before the third Local
        Business Day after notice of such failure is given to the
        party;

   (ii) Breach of Agreement.  Failure by the party to comply
        with or perform any agreement or obligation (other
        than an obligation to make any payment under this
        Agreement or delivery under Section 2(a)(i) or 2(d)
        or to give notice of a Termination Event) to be
        complied with or performed by the party in
        accordance with this Agreement if such failure is
        not remedied on or before the thirtieth day after
        notice of such failure is given to the party;

   (iii)     Credit Support Default.

        (1)  Failure by the party or any Credit Support Provider
             of such party to comply with or perform any
             agreement or obligation to be complied with or
             performed by it in accordance with any Credit
             Support Document if such failure is continuing after
             any applicable grace period has elapsed;

        (2)  the expiration or termination of such Credit Support
             Document or the failing or ceasing of such Credit
             Support Document to be in full force and effect for
             the purpose of this Agreement (in either case other
             than in accordance with its terms) prior to the
             satisfaction of all obligations of such party under
             each Transaction to which such Credit Support
             Document relates without the written consent of the
             other party; or

        (3)  the party or such Credit Support Provider
             disaffirms, disclaims, repudiates or rejects, in
             whole or in part, or challenges the validity of,
             such Credit Support Document;

   (iv) Misrepresentation.  A representation made or repeated
        or deemed to have been made or repeated by the party or
        any Credit Support Provider of such party in this
        Agreement or any Credit Support Document proves to have
        been incorrect or misleading in any material respect
        when made or repeated or deemed to have been made or
        repeated;

   (v)  Default under Specified Transaction.  The party, any Credit
        Support Provider of such party or any applicable Specified
        Entity of such party (1) defaults under a Specified
        Transaction and, after giving effect to any applicable
        notice requirement or grace period, there occurs a
        liquidation of, an acceleration of obligations under, or an
        early termination of, that Specified Transaction, (2)
        defaults, after giving effect to any applicable notice
        requirement or grace period, in making any payment or
        delivery due on the last payment, delivery or exchange date
        of, or any payment on early termination of, a Specified
        Transaction (or such default continues for at least three
        Local Business Days if there is no applicable notice
        requirement or grace period) or (3) disaffirms, disclaims
        repudiates or rejects, in whole or in part, a Specified
        Transaction (or such action is taken by any person or
        entity appointed or empowered to operate it or act on its
        behalf);

   (vi) Cross Default.  If "Cross Default" is specified in the
        Schedule as applying to the party, the occurrence or
        existence of (1) a default, event of default or other
        similar condition or event (however described) in
        respect of such party, any Credit Support Provider of
        such party or any applicable Specified Entity of such
        party under one or more agreements or instruments
        relating to Specified Indebtedness of any of them
        (individually or collectively) in an aggregate amount
        of not less than the applicable Threshold Amount (as
        specified in the Schedule) which has resulted in such
        Specified Indebtedness becoming, or becoming capable at
        such time of being declared, due and payable under such
        agreements or instruments, before it would otherwise
        have been due and payable or (2) a default by such
        party, such Credit Support Provider or such Specified
        Entity (individually or collectively) in making one or
        more payments on the due date thereof in an aggregate
        amount of not less than the applicable Threshold Amount
        under such agreements or instruments (after giving
        effect to any applicable notice requirement or grace
        period);

   (vii)     Bankruptcy.  The party, any Credit Support Provider of
             such party or any applicable Specified Entity of such
             party:--

        (1) is dissolved (other than pursuant to a consolidation,
        amalgamation or merger); (2) becomes insolvent or is unable
        to pay its debts or fails or admits in writing its
        inability generally to pay its debts as they become due;
        (3) makes a general assignment, arrangement or composition
        with or for the benefit of its creditors; (4) institutes or
        has instituted against it a proceeding seeking a judgment
        of insolvency or bankruptcy or any other relief under any
        bankruptcy or insolvency law or other similar law affecting
        creditors' rights, or a petition is presented for its
        winding-up or liquidation, and, in the case of any such
        proceeding or petition instituted or presented against it,
        such proceeding or petition (A) results in a judgment of
        insolvency or bankruptcy or the entry of an order for
        relief or the making of an order for its winding-up or
        liquidation or (B) is not dismissed, discharged, stayed or
        restrained in each case within 30 days of the institution
        or presentation thereof; (5) has a resolution passed for
        its winding-up, official management or liquidation (other
        than pursuant to a consolidation, amalgamation or merger);
        (6) seeks or becomes subject to the appointment of an
        administrator, provisional liquidator, conservator,
        receiver, trustee, custodian or other similar official for
        it or for all or substantially all its assets; (7) has a
        secured party take possession of all or substantially all
        its assets or has a distress, execution, attachment,
        sequestration or other legal process levied, enforced or
        sued on or against all or substantially all its assets and
        such secured party maintains possession, or any such
        process is not dismissed, discharged, stayed or restrained,
        in each case within 30 days thereafter; (8) causes or is
        subject to any event with respect to it which, under the
        applicable laws of any jurisdiction, has an analogous
        effect to any of the events specified in clauses (1) to (7)
        (inclusive); or (9) takes any action in furtherance of, or
        indicating its consent to, approval of, or acquiescence in,
        any of the foregoing acts; or

   (viii)    Merger Without Assumption.  The party or any Credit
             Support Provider of such party consolidates or
             amalgamates with, or merges with or into, or transfers
             all or substantially all its assets to, another entity
             and, at the time of such consolidation, amalgamation,
             merger or transfer: --

        (1)  the resulting, surviving or transferee entity fails
             to assume all the obligations of such party or such
             Credit Support Provider under this Agreement or any
             Credit Support Document to which it or its
             predecessor was a party by operation of law or
             pursuant to an agreement reasonably satisfactory to
             the other party to this Agreement; or

        (2)  the benefits of any Credit Support Document fail to
             extend (without the consent of the other party) to
             the performance by such resulting, surviving or
             transferee entity of its obligations under this
             Agreement.

(b)     Termination Events.  The occurrence at any time with respect to
        a party or, if applicable, any Credit Support Provider of such
        party or any Specified Entity of such party of any event
        specified below constitutes an Illegality if the event is
        specified in (i) below, and, if specified to be applicable, a
        Credit Event Upon Merger if the event is specified pursuant to
        (ii) below or an Additional Termination Event if the event is
        specified pursuant to (iii) below: --

   (i)  Illegality.  Due to the adoption of, or any change in, any
        applicable law after the date on which a Transaction is
        entered into, or due to the promulgation of, or any change
        in, the interpretation by any court, tribunal or regulatory
        authority with competent jurisdiction of any applicable law
        after such date, it becomes unlawful (other than as a
        result of a breach by the party of Section 4 (b)) for such
        party (which will be the Affected Party): --

        (1)  to perform any absolute or contingent obligation to
             make a payment or delivery or to receive a payment
             or delivery in respect of such Transaction or to
             comply with any other material provision of this
             Agreement relating to such Transaction; or

        (2)  to perform, or for any Credit Support Provider of
             such party to perform, any contingent or other
             obligation which the party (or such Credit Support
             Provider) has under any Credit Support Document
             relating to such Transaction;

   (ii) Credit Event Upon Merger.  If "Credit Event Upon
        Merger" is specified in the Schedule as applying to the
        party, such party ("X"), any Credit Support Provider of
        X or any applicable Specified Entity of X consolidates
        or amalgamates with, or merges with or into, or
        transfers all or substantially all its assets to,
        another entity and such action does not constitute an
        event described in Section 5(a)(viii) but the
        creditworthiness of the resulting, surviving or
        transferee entity is materially weaker than that of X,
        such Credit Support Provider or such Specified Entity,
        as the case may be, immediately prior to such action
        (and, in such event, X or its successor or transferee,
        as appropriate, will be the Affected Party); or

   (iii)     Additional Termination Event.  If any "Additional
             Termination Event" is specified in the Schedule or any
             Confirmation as applying, the occurrence of such event
             (and, in such event, the Affected Party or Affected
             Parties shall be as specified for such Additional
             Termination Event in the Schedule or such
             Confirmation).

(c)     Event of Default and Illegality.  If an event or circumstance
        which would otherwise constitute or give rise to an Event of
        Default also constitutes an Illegality, it will be treated as
        an Illegality and will not constitute an Event of Default.

6. Early Termination

(a)     Right to Terminate Following Event of Default. If at any time
        an Event of Default with respect to a party (the "Defaulting
        Party") has occurred and is then continuing, the other party
        (the "Non-defaulting Party") may, by not more than 20 days
        notice to the Defaulting Party specifying the relevant Event of
        Default, designate a day not earlier than the day such notice
        is effective as an Early Termination Date in respect of all
        outstanding Transactions.  If, however, "Automatic Early
        Termination" is specified in the Schedule as applying to a
        party, then an Early Termination Date in respect of all
        outstanding Transactions will occur immediately upon the
        occurrence with respect to such party of an Event of Default
        specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
        extent analogous thereto, (8), and as of the time immediately
        preceding the institution of the relevant proceeding or the
        presentation of the relevant petition upon the occurrence with
        respect to such party of an Event of Default specified in
        Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)     Right to Terminate Following Termination Event.

   (i)  Notice.  If a Termination Event occurs, an Affected Party
        will, promptly upon becoming aware of it, notify the other
        party, specifying the nature of that Termination Event and
        each Affected Transaction and will also give such other
        information about that Termination Event as the other party
        may reasonably require.

   (ii) Two Affected Parties.  If an Illegality under Section
        5(b)(i)(1) occurs and there are two Affected Parties,
        each party will use all reasonable efforts to reach
        agreement within 30 days after notice thereof is given
        under Section 6(b)(i) on action to avoid that
        Termination Event.

   (iii)     Right to Terminate.  If: --

        (1)  an agreement under Section 6(b)(ii) has not been
             effected with respect to all Affected Transactions
             within 30 days after an Affected Party gives notice
             under Section 6(b)(i); or

        (2)  an Illegality other than that referred to in Section
             6(b)(ii), a Credit Event Upon Merger or an
             Additional Termination Event occurs,

   either party in the case of an Illegality, any Affected Party
   in the case of an Additional Termination Event if there is more
   than one Affected Party, or the party which is not the Affected
   Party in the case of a Credit Event Upon Merger or an
   Additional Termination Event if there is only one Affected
   Party may, by not more than 20 days notice to the other party
   and provided that the relevant Termination Event is then
   continuing, designate a day not earlier than the day such
   notice is effective as an Early Termination Date in respect of
   all Affected Transactions.

(c)     Effect of Designation.

   (i)  If notice designating an Early Termination Date is given
        under Section 6(a) or (b), the Early Termination Date will
        occur on the date so designated, whether or not the
        relevant Event of Default or Termination Event is then
        continuing.

   (ii) Upon the occurrence or effective designation of an
        Early Termination Date, no further payments or
        deliveries under Section 2(a)(i) or 2(d) in respect of
        the Terminated Transactions will be required to be
        made, but without prejudice to the other provisions of
        this Agreement.  The amount, if any, payable in respect
        of an Early Termination Date shall be determined
        pursuant to Section 6(e).

(d)     Calculations.

   (i)  Statement.  On or as soon as reasonably practicable
        following the occurrence of an Early Termination Date, each
        party will make the calculations on its part, if any,
        contemplated by Section 6(e) and will provide to the other
        party a statement (1) showing, in reasonable detail, such
        calculations (including all relevant quotations and
        specifying any amount payable under Section 6(e)) and (2)
        giving details of the relevant account to which any amount
        payable to it is to be paid.  In the absence of written
        confirmation from the source of a quotation obtained in
        determining a Market Quotation, the records of the party
        obtaining such quotation will be conclusive evidence of the
        existence and accuracy of such quotation.

   (ii) Payment Date.  An amount calculated as being due in
        respect of any Early Termination Date under Section
        6(e) will be payable on the day that notice of the
        amount payable is effective (in the case of an Early
        Termination Date which is designated or occurs as a
        result of an Event of Default) and on the day which is
        two Local Business Days after the day on which notice
        of the amount payable is effective (in the case of an
        Early Termination Date which is designated as a result
        of a Termination Event).  Such amount will be paid
        together with (to the extent permitted under applicable
        law) interest thereon (before as well as after
        judgment), from (and including) the relevant Early
        Termination Date to (but excluding) the date such
        amount is paid, at the Applicable Rate.  Such interest
        will be calculated on the basis of daily compounding
        and the actual number of days elapsed.

(e)     Payments on Early Termination.  If an Early Termination Date
        occurs the following provisions shall apply based on the
        parties' election in the Schedule of a payment measure, either
        "Market Quotation" or "Loss", and a payment method, either the
        "First Method" or the "Second Method".  If the parties fail to
        designate a payment measure or payment method in the Schedule,
        it will be deemed that "Market Quotation" or the "Second
        Method", as the case may be, shall apply.  The amount, if any,
        payable in respect of an Early Termination Date and determined
        pursuant to this Section will be subject to any Set-off.

   (i)  Events of Default.  If the Early Termination Date results
        from an Event of Default:--

        (1)  First Method and Market Quotation.  If the First
             Method and Market Quotation apply, the Defaulting
             Party will pay to the Non-defaulting Party the
             excess, if a positive number, of (A) the sum of the
             Settlement Amount (determined by the Non-defaulting
             Party) in respect of the Terminated Transactions and
             the Unpaid Amounts owing to the Non-defaulting Party
             over (B) the Unpaid Amounts owing to the Defaulting
             Party.

        (2)  First Method and Loss.  If the First Method and Loss
             apply, the Defaulting Party will pay to the Non-
             defaulting Party, if a positive number, the Non-
             defaulting Party's Loss in respect of this
             Agreement.

        (3)  Second Method and Market Quotation.  If the Second
             Method and Market Quotation apply, an amount will be
             payable equal to (A) the sum of the Settlement
             Amount (determined by the Non-defaulting Party) in
             respect of the Terminated Transactions and the
             Unpaid Amounts owing to the Non-defaulting Party
             less (B) the Unpaid Amounts owing to the Defaulting
             Party.  If that amount is a positive number, the
             Defaulting Party will pay it to the Non-defaulting
             Party; if it is a negative number, the Non-
             defaulting Party will pay the absolute value of that
             amount to the Defaulting Party.

        (4)  Second Method and Loss.  If the Second Method and
             Loss apply, an amount will be payable equal to the
             Non-defaulting Party's Loss in respect of this
             Agreement.  If that amount is a positive number, the
             Defaulting Party will pay it to the Non-defaulting
             Party; if it is a negative number, the Non-
             defaulting Party will pay the absolute value of that
             amount to the Defaulting Party.

   (ii) Termination Events.  If the Early Termination Date
        results from a Termination Event: --

        (1)  One Affected Party.  If there is one Affected Party,
             the amount payable will be determined in accordance
             with Section 6(e)(i)(3), if Market Quotation
             applies, or Section 6(e)(i)(4), if Loss applies,
             except that, in either case, references to the
             Defaulting Party and to the Non-defaulting Party
             will be deemed to be references to the Affected
             Party and the party which is not the Affected Party,
             respectively, and, if Loss applies and fewer than
             all the Transactions are being terminated, Loss
             shall be calculated in respect of all Terminated
             Transactions.

        (2)  Two Affected Parties.  If there are two Affected
             Parties: --

             (A) if Market Quotation applies, each party will
                 determine a Settlement Amount in respect of the
                 Terminated Transactions, and an amount will be
                 payable equal to (I) the sum of (a) one-half of
                 the difference between the Settlement Amount of
                 the party with the higher Settlement Amount ("X")
                 and the Settlement Amount of the party with the
                 lower Settlement Amount ("Y") and (b) the Unpaid
                 Amounts owing to X less (II) the Unpaid Amounts
                 owing to Y; and

             (B) if Loss applies, each party will determine its
                 Loss in respect of this Agreement (or, if fewer
                 than all the Transactions are being terminated, in
                 respect of all Terminated Transactions) and an
                 amount will be payable equal to one-half of the
                 difference between the Loss of the party with the
                 higher Loss ("X") and the Loss of the party with
                 the lower Loss ("Y").

        If the amount payable is a positive number, Y will pay it
        to X; if it is a negative number, X will pay the absolute
        value of that amount to Y.

   (iii)     Adjustment for Bankruptcy.  In circumstances where an
             Early Termination Date Occurs because "Automatic Early
             Termination" Applies in respect of a party, the amount
             determined under this Section 6(e) will be subject to
             such adjustments as are appropriate and permitted by
             law to reflect any payments or deliveries made by one
             party to the other under this Agreement (and retained
             by such other party) during the period from the
             relevant Early Termination Date to the date for payment
             determined under Section 6(d)(ii).

   (iv) Pre-Estimate.  The parties agree that if Market
        Quotation applies an amount recoverable under this
        Section 6(e) is a reasonable pre-estimate of loss and
        not a penalty.  Such amount is payable for the loss of
        bargain and the loss of protection against future risks
        and except as otherwise provided in this Agreement
        neither party will be entitled to recover any
        additional damages as a consequence of such losses.

7. Transfer

Neither this Agreement nor any interest or obligation in or under
this Agreement may be transferred (whether by way of security or
otherwise) by either party without the prior written consent of the
other party, except that: --

(a)     a party may make such a transfer of this Agreement pursuant to
        a consolidation or amalgamation with, or merger with or into,
        or transfer of all or substantially all its assets to, another
        entity (but without prejudice to any other right or remedy
        under this Agreement); and

(b)     a party may make such a transfer of all or any part of its
        interest in any amount payable to it from a Defaulting Party
        under Section 6(e).

Any purported transfer that is not in compliance with this Section
will be void.

8. Miscellaneous

(a)     Entire Agreement.  This Agreement constitutes the entire
        agreement and understanding of the parties with respect to its
        subject matter and supersedes all oral communication and prior
        writings with respect thereto.

(b)     Amendments.  No amendment, modification or waiver in respect of
        this Agreement will be effective unless in writing (including a
        writing evidenced by a facsimile transmission) and executed by
        each of the parties or confirmed by an exchange of telexes or
        electronic messages on an electronic messaging system.

(c)     Survival of Obligations.  Without prejudice to Sections
        2(a)(iii) and 6(c)(ii), the obligations of the parties under
        this Agreement will survive the termination of any Transaction.

(d)     Remedies Cumulative.  Except as provided in this Agreement, the
        rights, powers, remedies and privileges provided in this
        Agreement are cumulative and not exclusive of any rights,
        powers, remedies and privileges provided by law.

(e)     Counterparts and Confirmations.

   (i)  This Agreement (and each amendment, modification and waiver
        in respect of it) may be executed and delivered in
        counterparts (including by facsimile transmission), each of
        which will be deemed an original.

   (ii) the parties intend that they are legally bound by the
        terms of each Transaction from the moment they agree to
        those terms (whether orally or otherwise).  A
        confirmation shall be entered into as soon as
        practicable and may be executed and delivered in
        counterparts (including by facsimile transmission) or
        be created by an exchange of telexes or by an exchange
        of electronic messages on an electronic messaging
        system, which in each case will be sufficient for all
        purposes to evidence a binding supplement to this
        Agreement.  The parties will specify therein or through
        another effective means that any such counterpart,
        telex or electronic message constitutes a Confirmation.

(f)     No Waiver of Rights.  A failure or delay in exercising any
        right, power or privilege in respect of this Agreement will not
        be presumed to operate as a waiver, and a single or partial
        exercise of any right, power or privilege will not be presumed
        to preclude any subsequent or further exercise, of that right,
        power or privilege or the exercise of any other right, power or
        privilege.

(g)     Headings.  The headings used in this Agreement are for
        convenience of reference only and are not to affect the
        construction of or to be taken into consideration in
        interpreting this Agreement.



9. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the
other party for and against all reasonable out-of-pocket expenses,
including legal fees, incurred by such other party by reason of the
enforcement and protection of its rights under this Agreement or any
Credit Support Document to which the Defaulting Party is a party or
by reason of the early termination of any Transaction, including, but
not limited to, costs of collection.

10.     Notices

(a)     Effectiveness.  Any notice or other communication in respect of
        this Agreement may be given in any manner set forth below
        (except that a notice or other communication under Section 5 or
        6 may not be given by facsimile transmission or electronic
        messaging system) to the address or number or in accordance
        with the electronic messaging system details provided (see the
        Schedule) and will be deemed effective as indicated: --

   (i)  if in writing and delivered in person or by courier, on the
        date it is delivered;

   (ii) if sent by telex, on the date the recipient's
        answerback is received;

   (iii)     if sent by facsimile transmission, on the date that
             transmission is received by a responsible employee of
             the recipient in legible form (it being agreed that the
             burden of proving receipt will be on the sender and
             will not be met by a transmission report generated by
             the sender's facsimile machine);

   (iv) if sent by certified or registered mail (airmail, if
        overseas) or the equivalent (return receipt requested),
        on the date that mail is delivered or its delivery is
        attempted; or

   (v)  if sent by electronic messaging system, on the date that
        electronic message is received,

unless the date of that delivery (or attempted delivery) or that
receipt, as applicable, is not a Local Business Day or that
communication is delivered (or attempted) or received, as applicable,
after the close of business on a Local Business Day, in which case
that communication shall be deemed given and effective on the first
following day that is a Local Business Day.

(b)     Change of Addresses.  Either party may by notice to the other
        change the address, telex or facsimile number or electronic
        messaging system details at which notices or other
        communications are to be given to it.

11.     Governing Law and Jurisdiction

(a)     Governing Law.  This Agreement will be governed by and
        construed in accordance with the law specified in the Schedule.

(b)     Jurisdiction.  With respect to any suit, action or proceedings
        relating to this Agreement ("Proceedings"), each party
        irrevocably: --

   (i)  submits to the jurisdiction of the English courts, if this
        Agreement is expressed to be governed by English law, or to
        the non-exclusive jurisdiction of the courts of the State
        of New York and the United States District Court located in
        the Borough of Manhattan in New York City, if this
        Agreement is expressed to be governed by the laws of the
        State of New York; and

   (ii) waives any objection which it may have at any time to
        the laying of venue of any Proceedings brought in any
        such court, waives any claim that such Proceedings have
        been brought in an inconvenient forum and further
        waives the right to object, with respect to such
        Proceedings, that such court does not have any
        jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing
Proceedings in any other jurisdiction (outside, if this Agreement is
expressed to be governed English law, the Contracting States, as
defined in Section 1(3) of the Civil Jurisdiction and Judgments Act
1982 or any modification, extension or re-enactment thereof for the
time being in force) nor will the bringing of Proceedings in any one
or more jurisdictions preclude the bringing of Proceedings in any
other jurisdiction.

(c)     Waiver of Immunities.  Each party irrevocably waives, to the
        fullest extent permitted by applicable law, with respect to
        itself and its revenues and assets (irrespective of their use
        or intended use), all immunity on the grounds of sovereignty or
        other similar grounds from (i) suit, (ii) jurisdiction of any
        court, (iii) relief by way of injunction, order for specific
        performance or for recovery of property, (iv) attachment of its
        assets (whether before or after judgment) and (v) execution or
        enforcement of any judgment to which it or its revenues or
        assets might otherwise be entitled in any Proceedings in the
        courts of any jurisdiction and irrevocably agrees, to the
        extent permitted by applicable law, that it will not claim any
        such immunity in any Proceedings.

12.     Definitions

As used in this Agreement: --

"Additional Termination Event" has the meaning specified in Section
5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination
Event consisting of an Illegality, all Transactions affected by the
occurrence of such Termination Event and (b) with respect to any
other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any
person, any entity controlled, directly or indirectly, by the person,
any entity that controls, directly or indirectly, the person or any
entity directly or indirectly under common control with the person.
For this purpose, "control" of any entity or person means ownership
of a majority of the voting power of the entity or person.

"Applicable Rate" means: --

(a)     in respect of obligations payable or deliverable (or which
        would have been but for Section 2(a)(iii)) by a Defaulting
        Party, the Default Rate;

(b)     in respect of an obligation to pay an amount under Section 6(e)
        of either party from and after the date (determined in
        accordance with Section 6(d)(ii)) on which that amount is
        payable, the Default Rate;

(c)     in respect of all other obligations payable or deliverable (or
        which would have been but for Section 2(a)(iii)) by a Non-
        defaulting Party, the Non-default Rate; and

(d)     in all other cases, the Termination Rate.

"consent" includes a consent, approval, action, authorisation,
exemption, notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is
specified as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without
proof or evidence of any actual cost) to the relevant payee (as
certified by it) if it were to fund or of funding the relevant amount
plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with
Section 6(a) or 6(b)(iii).

"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"law" includes any treaty, law, rule or regulation and "lawful" and
"unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which
commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) (a) in relation to any
obligation under Section 2(a)(i), in the place(s) specified in the
relevant Confirmation or, if not so specified, as otherwise agreed by
the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in
relation to any other payment, in the place where the relevant
account is located, (c) in relation to any notice or other
communication, including notice contemplated under Section 5(a)(i),
in the city specified in the address for notice provided by the
recipient and, in the case of a notice contemplated by Section 2(b),
in the place where the relevant new account is to be located and (d)
in relation to Section 5(a)(v)(2), in the relevant locations for
performance with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more
Terminated Transactions, as the case may be, and a party, an amount
that party reasonably determines in good faith to be its total losses
and costs (or gain, in which case expressed as a negative number) in
connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be, including any
loss of bargain, cost of funding or, at the election of such party
but without duplication, loss or cost incurred as a result of its
terminating, liquidating, obtaining or reestablishing any hedge or
related trading position (or any gain resulting from any of them).
Loss includes losses and costs (or gains) in respect of any payment
or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early
Termination Date and not made, except, so as to avoid duplication, if
Section 6(e)(i)(1) of (3) or 6(e)(ii)(2)(A) applies.  Loss does not
include a party's legal fees and out-of-pocket expenses referred to
under Section 9.  A party will determine its Loss as of the relevant
Early Termination Date, or, if that is not reasonably practicable, as
of the earliest date thereafter as is reasonably practicable.  A
party may (but need not) determine its Loss by reference to
quotations of relevant rates or prices from one or more leading
dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated
Transactions and a party making the determination, an amount
determined on the basis of quotations from Reference Market-makers.
Each quotation will be for an amount, if any, that would be paid to
such party (expressed as a negative number) or by such party
(expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support
Document with respect to the obligations of such party) and the
quoting Reference Market-maker to enter into a transaction (the
"Replacement Transaction") that would have the effect of preserving
for such party the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and
assuming the satisfaction of each applicable condition precedent) by
the parties under Section 2(a)(i) in respect of such Terminated
Transaction or group of Terminated Transactions that would, but for
the occurrence of the relevant Early Termination Date, have been
required after that date.  For this purpose, Unpaid Amounts in
respect of the Terminated Transaction or group of Terminated
Transactions are to be excluded but, without limitation, any payment
or delivery that would, but for the relevant Early Termination Date,
have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be
included.  The Replacement Transaction would be subject to such
documentation as such party and the Reference Market-maker may, in
good faith, agree.  The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to
the extent reasonably practicable as of the same day and time
(without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date.  The day and
time as of which those quotations are to be obtained will be selected
in good faith by the party obliged to make a determination under
Section 6(e), and, if each party is so obliged, after consultation
with the other.  If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest
values.  If exactly three such quotations are provided, the Market
Quotation will be the quotation remaining after disregarding the
highest and lowest quotations.  For this purpose, if more than one
quotation has the same highest value or lowest value, then one of
such quotations shall be disregarded.  If fewer than three quotations
are provided, it will be deemed that the Market Quotation in respect
of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without
proof or evidence of any actual cost) to the Non-defaulting Party (as
certified by it) if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Potential Event of Default" means any event which, with the giving
of notice or the lapse of time or both, would constitute an Event of
Default.

"Reference Market-makers" means four leading dealers in the relevant
market selected by the party determining a Market Quotation in good
faith (a) from among dealers of the highest credit standing which
satisfy all the criteria that such party applies generally at the
time in deciding whether to offer or to make an extension of credit
and (b) to the extent practicable, from among such dealers having an
office in the same city.

"Scheduled Payment Date" means a date on which a payment or delivery
is to be made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of
retention or withholding or similar right or requirement to which the
payer of an amount under Section 6 is entitled or subject (whether
arising under this Agreement, another contract, applicable law or
otherwise) that is exercised by, or imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early
Termination Date, the sum of: --

(a)     the Market Quotations (whether positive or negative) for each
        Terminated Transaction or group of Terminated Transactions for
        which a Market Quotation is determined; and

(b)     such party's Loss (whether positive or negative and without
        reference to any Unpaid Amounts) for each Terminated
        Transaction or group of Terminated Transactions for which a
        Market Quotation cannot be determined or would not (in the
        reasonable belief of the party making the determination)
        produce a commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any
obligation (whether present or future, contingent or otherwise, as
principal or surety or otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any
transaction (including an agreement with respect thereto) now
existing or hereafter entered into between one party to this
Agreement (or any Credit Support Provider of such party or any
applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or
any applicable Specified Entity of such other party) which is a rate
swap transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including any
option with respect to any of these transactions), (b) any
combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the
relevant confirmation.

"Terminated Transactions" means with respect to any Early Termination
Date (a) if resulting from a Termination Event, all Affected
Transactions and (b) if resulting from an Event of Default, all
Transactions (in either case) in effect immediately before the
effectiveness of the notice designating that Early Termination Date
(or, if "Automatic Early Termination" applies, immediately before
that Early Termination Date).

"Termination Event" means an Illegality or, if specified to be
applicable, a Credit Event Upon Merger or an Additional Termination
Event.

"Termination Rate" means a rate per annum equal to the arithmetic
mean of the cost (without proof or evidence of any actual cost) to
each party (as certified by such party) if it were to fund or of
funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that become payable (or that would have
become payable but for Section 2(a)(iii)) to such party under Section
2(a)(i) on or prior to such Early Termination Date and which remain
unpaid as at such Early Termination Date and (b) in respect of each
Terminated Transaction, for each obligation under Section 2(a)(i)
which was (or would have been but for Section 2(a)(iii)) required to
be settled by delivery to such party on or prior to such Early
Termination Date and which has not been so settled as at such Early
Termination Date, an amount equal to the fair market value of that
which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with
(to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts
or obligations were or would have been required to have been paid or
performed to (but excluding) such Early Termination Date, at the
Applicable Rate.  Such amounts of interest will be calculated on the
basis of daily compounding and the actual number of days elapsed.
The fair market value of any obligation referred to in clause (b)
above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the fair market values reasonably determined
by both parties.

IN WITNESS WHEREOF the parties have executed this document on the
respective dates specified below with effect from the date specified
on the first page of this document.


SANWA BANK CALIFORNIA   BEDFORD PROPERTY INVESTORS, INC.
   (Name of Party)                       (Name of
                                         Party)

By: /s/Monica Williams  By:/s/Hanh Kihara
Name: MONICA WILLIAMS   Name: HANH KIHARA
Title: FSVP & TREASURER Title: SENIOR VICE PRESIDENT &
                        CFO
Date: 6-11-01           Date: 6-12-01


<PAGE>
   NOTE: For Local Currency - Single Jurisdiction Agreements

                           SCHEDULE
                            to the
                       Master Agreement

                          dated as of

                         MAY 15, 2001

                            between

               SANWA BANK CALIFORNIA ("Party A")

                              and

                        ("Party B")

                            Part 1.
                    Termination Provisions.

In this Agreement:

(a)     "Specified Entity" means in relation to Party A for the purpose
        of:

   Section 5 (a)    (v):       Not Applicable
   Section 5 (a) (vi):  Not Applicable
   Section 5 (a) (vii): Not Applicable
   Section 5 (b) (ii):  Not Applicable

   and in relation to Party B for the purpose of:

   Section 5 (a) (v):   Not Applicable
   Section 5 (a) (vi):  Not Applicable
   Section 5 (a) (vii): Not Applicable
   Section 5 (b) (ii):  Not Applicable

(b)     "Specified Transaction" will have the meaning specified in
        Section 12 of this Agreement.

(c)     The "Cross Default" provisions of Section 5 (a) (vi) will apply
        to Party A and to Party B.


   "Specified Indebtedness" will have the meaning specified in
   Section 12 of this Agreement.

   "Threshold Amount" means, in relation to a party, an amount
   equal to 3 percent of such party's shareholders' equity
   (determined in accordance with generally accepted accounting
   principles in such party's jurisdiction of incorporation or
   organization) as at the end of such party's most recently
   completed fiscal year.  For purposes of this definition, any
   Specified Indebtedness of a party denominated in a currency
   other than the currency in which the financial statements of
   such party are denominated will be converted into the currency
   in which such financial statements are denominated at the
   exchange rate therefor reasonably chosen by the other party.

(d)     The "Credit Event Upon Merger" provisions of Section 5 (b) (ii)
        will apply to Party A and to Party B.

(e)     The "Automatic Early Termination" provisions of Section 6 (a)
        will not apply to Party A and will not apply to Party B.

(f)     Payments on Early Termination.  For the purpose of Section 6
        (e) of the Agreement:

   (i)  Market Quotation will apply.

   (ii) The Second Method will apply and, notwithstanding the
        provisions of Section 6 (e) (i) (3), if the amount
        referred to therein is a positive number, the
        Defaulting Party will pay such amount to the Non-
        Defaulting Party, and if the amount referred to therein
        is a negative number, the Non-defaulting Party's
        obligation to pay any amount to the Defaulting Party
        shall be conditioned upon and subject to the
        satisfaction of the conditions precedent set forth in
        (A) and (B) below, at which time there shall arise an
        obligation of the Non-defaulting Party to pay to the
        Defaulting Party an amount equal to the absolute value
        of such negative number less any and all amounts which
        the Defaulting Party may be obligated to pay under
        Section 9:

        (A)  the Non-defaulting Party shall have received
             confirmation satisfactory to it in its sole
             discretion (which may include an unqualified
             opinion of its counsel) the (x) all Transactions
             are terminated in accordance with Section 6 (c)
             and no further payments or deliveries under
             Section 2 (a) (i) in respect of Terminated
             Transactions will be required to be made in
             accordance with Section 6 (c) (ii), and (y) each
             Specified Transaction shall have termination date
             or through the exercise by a party of a right to
             terminate and all amounts due and obligations
             owing under each Specified Transaction shall have
             been fully and finally paid and performed.

             With respect to the foregoing clause (y), it is
             expressly agreed that neither the Non-defaulting Party
             nor any Affiliate of the Non-defaulting Party shall
             have any obligation to exercise any right it may have
             to terminate a Specified Transaction prior to its
             specified termination date; and

        (B)  all obligations (contingent or absolute, matured
             or unmatured) of the Defaulting Party and any
             Affiliate of any Defaulting Party to make any
             payment or delivery to the Non-defaulting Party or
             any Affiliate of the Non-defaulting Party shall
             have fully and finally paid and performed.


(g)     "Termination Currency" means United States Dollars.

(h)     "Additional Termination Event" will not apply.

                            Part 2.
                Agreement to Deliver Documents

For the purpose of Section 4 (a) of this Agreement, each party agrees
to deliver to the other party the following documents, as applicable:
--

(i)     Tax forms, documents or certificates to be delivered are:

   Each party agrees to complete, accurately and in a manner
   reasonably satisfactory to the other party, execute, arrange
   for any required certification of and deliver to the other
   party, or such government or taxing authority as the other
   party directs, any form, document or certificate that may be
   required or reasonably requested by the other party in order to
   allow the other party to make a payment under this Agreement
   without any deduction or withholding for or on account of any
   Tax or with such deduction or withholding at a reduced rate
   (the "Requested Form or Document") promptly upon the earlier of
   (1) before the first Payment Date on which any such payment is
   or may be so connected or attributable, (2) promptly upon
   reasonable demand by the other party, and (3) promptly upon
   learning that any such form previously provided has become
   obsolete or incorrect.

(ii)    Other Documents to be delivered are:

   (1)  Certificate evidencing the authority of each party to enter
        into this Agreement and the names of each person authorized
        to execute this Agreement and any documents required to be
        executed pursuant to this Agreement, together with the
        specimen signatures of each such person, upon execution and
        delivery of this Agreement;

   (2)  Annual Report, containing audited financial statements for
        each of its fiscal years certified by its independent
        public accountants as fairly presenting its financial
        condition and results of operations for and as at the close
        of such fiscal year, as soon as available and, in any
        event, on or before the 180th day after the close of each
        of its fiscal years; and

   (3)  Such other information respecting each party's condition or
        operations, financial or otherwise, as may be reasonably
        requested from time to time, promptly after a request by
        the other party.

The documents delivered are pursuant to the representations set forth
in Section 3 (d).

                            Part 3.
                         Miscellaneous

(a)     Addresses for Notices.  For the purpose of Section 10 (a) of
        this Agreement.

   Address for notices or communications to Party A with respect
   to this Agreement and relating to any Transaction shall be
   given to it at the following address:

   Address:  Sanwa Bank California
             Treasury Operations, OC4-12
             1977 Saturn St.
             Monterey Park, CA 91755

   Attention:    Derivatives Documentation Specialist
             US$ Book Operations

   Telex No: 674710 Answerback: SANWACALALA

   Facsimile No: (323) 727-6634

   Telephone No. (323) 727-6639

   Address for notices or communications to Party B with respect
   to this Agreement and relating to any Transaction shall be
   given to it at the following address:

   Address:  Bedford Property Investors, Inc.
             270 Lafayette Circle
             Lafayette, CA 94549

   Attention:    Hanh Kihara/CFO

   Telephone No: (925) 283-8910

   Facsimile No: (925) 283-5697

(b)     Calculation Agent.  The Calculation Agent is Party A, unless
        otherwise specified in a Confirmation in relation to the
        relevant Transaction.  With respect to Section 5 (a) (ii) of
        the Agreement, if a party hereto is designated as the
        Calculation Agent for any Transaction, then Section 5 (a) (ii)
        shall not include any failure by that party to comply with its
        obligations as Calculation Agent and the sole remedy of the
        other party for such failure shall be the right, upon notice to
        the Calculation Agent, to designate itself or a third party as
        a replacement Calculation Agent.

(c)     Credit Support Document.  The provisions of Section 5 (a) (iii)
        will not apply to this Agreement.

(d)     Credit Support Provider.  Details of any Credit Support
        provider:

        In relation to Party A, not applicable.
        In relation to Party B, not applicable.

(e)     Governing Law.  This Agreement will be governed by and
        construed in accordance with the law of the State of New York
        (without reference to choice of law doctrine).

(f)     Netting of Payments.  Subparagraph (ii) of Section 2 (c) of
        this Agreement will not apply to all Transactions.

(g)     "Affiliate" will have the meaning specified in Section 12 of
        this Agreement.

                            Part 4.
                       Other Provisions.

(a)     Termination Payments (Full Two Way Payments).  For the sole
        purposes of calculating and making payments due in respect of
        an Early Termination Date under Section 6 (d) and (e) of this
        Agreement, any Event of Default specified in Section 5 (a) of
        this Agreement shall be treated as if it were a Termination
        Event with the Defaulting Party Treated as the Affected Party
        (and for such purposes the provision of the definition of
        "Settlement Amount" shall be deemed to be of no force and
        effect).

(b)     Set-off.  The following provision shall be added as Section 6
        (f):

   Any Amount (the "Early Termination Amount") payable to one
   party (the Payee) by the other party (the Payer) under Section
   6 (e), in circumstances where there is a Defaulting Party will,
   at the option of the non-Defaulting Party, be reduced by its
   set-off against any amounts (the "Other Agreement Amount")
   payable (whether at such time or in the future) by the Payee to
   the Payer (irrespective of the currency, place of payment or
   booking office of the obligation) under any other agreement(s)
   between the Payee and the Payer or instrument(s) issued or
   executed by one party to, or in favor of, the other party (and
   the Other Agreement Amount will be discharged promptly and in
   all respects to the extent it is so set-off).  The non-
   Defaulting Party will give notice as soon as reasonably
   practicable to the other party of any set-off effective under
   this Section 6 (f).

   For this purpose, either the Early Termination Amount of the
   Other Agreement Amount (or the relevant portion of such
   amounts) may be converted by the non-Defaulting Party into the
   currency in which the other is denominated at the rate of
   exchange at which such party would be able, acting in a
   reasonable manner, in good faith and with the consultation of
   the other party, to purchase the relevant amount of such
   currency.

   Nothing in this Section 6 (f) shall be effective to create a
   charge or other security interest.  This Section 6 (f) shall be
   without prejudice and in addition to any right of set-off,
   combination of accounts, lien or other to which any party is at
   any time otherwise entitled (whether by operation of law,
   contract or otherwise).

(c)     Waiver of Right to Trial by Jury.  Each of the parties hereto
        hereby irrevocably waives any and all right to a trial by jury
        with respect to any legal proceeding arising out of or relating
        to this Agreement or any transaction contemplated hereby.

(d)     Severability.  In the event any one or more of the provisions
        contained in this Agreement should be held invalid, or
        unenforceable in any respect other than in manner dealt with in
        Section 5 (b), the validity and enforceability of the remaining
        provisions contained herein shall not in any way be affected or
        impaired thereby.

(e)     Consent to Recording.  Each party (i) consents to the
        monitoring or recording, at any time and from time to time, by
        the other party of any and all communications between officers
        or employees of the parties, (ii) waives any further notice of
        such monitoring or recording, and (iii) agrees to notify (and,
        if required by law, obtain the monitoring or recording).

(f)     Definitions.  This Agreement, each Confirmation, and each
        Transaction are subject to the 1991 ISDA definitions ("the
        Definitions"), as published by the International Swaps and
        Derivatives Association, Inc., and will be governed in all
        respects by the provisions set forth in the Definitions with
        references to "Swap Transactions" therein being a reference to
        "Transaction" for purposes of this Agreement.  The Provisions
        of the Definitions are incorporated by reference in, and made
        part of, this Agreement as if set forth in full in this
        Agreement and each Confirmation.




SANWA BANK CALIFORNIA                   BEDFORD PROPERTY INVESTORS, INC.

(Name of Party)  (Name of Party)


By: /s/Monica Williams                  By: /s/Hanh Kihara

Name: Monica Williams                   Name: Hanh Kihara
Title: FSVP & Treasurer                 Title: Senior Vice President and
                                        CFO

Date: 6/11/01    Date: 6/12/01