EXHIBIT 10.19
    
      FIRST MODIFICATION AGREEMENT TO THIRD AMENDED
              AND RESTATED CREDIT AGREEMENT
                                
               This First Modification Agreement to Third Amended and
    Restated Credit Agreement (the "Agreement") is made as of September 8,
    1997, by BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation (the
    "Company"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
    ASSOCIATION, a national banking association ("Bank of America"), as
    administrative agent (in such capacity, the "Administrative Agent")
    for itself and the other financial institutions (each, a "Bank" and
    collectively, the "Banks") from time to time party to the Credit
    Agreement (as hereinafter defined).
    
                       Factual Background
    
               A.   Under a Third Amended and Restated Credit Agreement
    dated as of June 13, 1997 (the "Credit Agreement"), the Banks agreed
    to make available to the Company a secured revolving line of credit
    (the "Credit Line") in a maximum principal amount not to exceed
    $150,000,000.  Capitalized terms used in this Agreement without
    definition have the meanings given to them in the Credit Agreement.
    
               B.   The Credit Line is evidenced by one or more Promissory
    Notes, each made by the Company and payable to the order of a Bank, in
    the aggregate stated principal amount of $150,000,000.00
    (collectively, the "Revolving Notes"), and by a Promissory Note (Swing
    Line) made by the Company and payable to the order of Bank of America
    in the principal amount of $25,000,000.00, to evidence the Swing Line
    (the "Swing Line Note"; and collectively, together with the Revolving
    Notes, the "Notes").  The Notes are collectively secured by certain
    Deeds of Trust and Mortgages (collectively, the "Deeds of Trust"),
    each executed by the Company or a subsidiary of the Company, as
    trustor or mortgagor, for the benefit of the Administrative Agent, as
    administrative agent for the Banks.
    
               C.   In connection with the Credit Line, the Company
    executed a Second Amended and Restated Unsecured Indemnity Agreement
    dated as of June 13, 1997 (the "Unsecured Indemnity").  The Unsecured
    Indemnity is not a Loan Document, as defined below.
    
    
               D.   As used here, the term "Loan Documents" means the
    Credit Agreement, the Notes, the Deeds of Trust, and any other
    documents executed in connection with the Credit Line, including those
    which evidence, guaranty, secure or modify the Credit Line, as any or
    all of them may have been amended to date.  The Loan Documents,
    however, do not include the Unsecured Indemnity.  This Agreement is a
    Loan Document.
    
               E.   As of the date of this Agreement, the principal amount
    outstanding on the Credit Line is $89,444,409.81, including $0
    outstanding on the Swing Line, and the face amount of undrawn letters
    of credit issued for the account of the Company under the Credit Line
    is $0.
    
               F.   The Company has requested that the Banks modify the
    terms of the Credit Line to, among other things, increase the maximum
    principal amount of the secured revolving line of credit available to
    the Company from $150,000,000 to $175,000,000.  The Banks have agreed
    to modify the terms of the Credit Line to, among other things,
    increase the maximum principal amount of the secured revolving line of
    credit available to the Company, with the $25,000,000 increase in
    maximum commitment being allocated (i) $10,000,000 to Union Bank of
    California, N.A., (ii) $10,000,000 to The First National Bank of
    Chicago and (iii) $5,000,000 to KeyBank, N.A.  
    
               G.   The Company, the Banks and the Administrative Agent
    now wish to modify the Credit Line as set forth below.
    
                           Agreement
    
               Therefore, the Company, the Banks and the Administrative
    Agent agree as follows:
    
               1.   Recitals.  The recitals set forth above in the Factual
    Background are true, accurate and correct.
    
               2.   Reaffirmation of Credit Line.  The Company reaffirms
    all of its obligations under the Loan Documents and the Unsecured
    Indemnity, and the Company acknowledges that it has no claims, offsets
    or defenses with respect to the payment of sums due under the Notes or
    any other Loan Document or the Unsecured Indemnity.
    
               3.   Modification of Loan Documents.  The Loan Documents
    are hereby amended as follows:
    
                    (a)  The definition of the term "Maximum Commitment
          Amount" set forth in Section 1.1 of the Credit Agreement is
          modified in its entirety to read as follows:
    
                    "'Maximum Commitment Amount' means, at any time, an
               amount equal to $175,000,000.00, subject to the provisions
               of Section 2.6."
    
                    (b)  The definition of the term "Supermajority Banks"
          set forth in Section 1.1 of the Credit Agreement is modified in
          its entirety to read as follows:
    
                    "'Supermajority Banks' means at any time at least two
               (2) Banks then holding at least 80% of the then aggregate
               unpaid principal amount of the Loans (or, if no principal
               amount is then outstanding, at least two (2) banks then
               having at least 80% of the unborrowed Commitments);
               provided, however, that if at any time there is only one
               Bank, then such one Bank shall constitute Supermajority
               Banks."
    
                    (c)  Section 4.1.1 of the Credit Agreement is modified
          in its entirety to read as follows:
    
                         "4.1.1   Fee Ownership.  The Company or a wholly-
               owned Subsidiary of the Company owns fee title to such
               Parcel." 
    
                    (d)  The Commitment of Union Bank of California, N.A.
          is increased from $20,000,000.00 to $30,000,000.00; the
          Commitment of The First National Bank of Chicago is increased
          from $15,000,000.00 to $25,000,000.00; and the Commitment of
          KeyBank, National Association is increased from $15,000,000.00 to
          $20,000,000.00.  The Commitment of Bank of America remains
          $75,000,000.00 (in addition to Bank of America's obligations as
          the Swing Line Lender under the Credit Agreement); and the
          Commitment of Sanwa Bank California remains $25,000,000.00.
    
                    (e)  The Deeds of Trust are each modified to secure
          payment and performance of the Credit Line as amended to date, in
          addition to all other "Secured Obligations" as therein defined. 
          The foregoing notwithstanding, certain obligations continue to be
          excluded from the Secured Obligations, as provided in the Deeds
          of Trust.
    
               4.   Increases and Decreases in Pro Rata Shares.  Upon the
    Company's satisfaction of all of the conditions set forth in Section 5
    of this Agreement, each Bank whose Pro Rata Share of the combined
    Commitments of all of the Banks has increased, as evidenced by the
    difference for each Bank between the Pro Rata Share determined on the
    basis of such Bank's existing Commitment and the Pro Rata Share
    determined on the basis of such Bank's revised Commitment, as
    reflected in Section 3(d) of this Agreement, shall pay to the
    Administrative Agent, for distribution to the Banks whose Pro Rata
    Shares of the combined Commitments of all of the Banks has decreased
    pursuant to this Agreement, an amount equal to the product of the
    increase in such Bank's Pro Rata Share (expressed as a decimal)
    multiplied by the aggregate outstanding principal amount of the Loans
    on the date of determination.
    
               5.   Conditions Precedent.  Before this Agreement becomes
    effective and any party becomes obligated under it, all of the
    following conditions shall have been satisfied at the Company's sole
    cost and expense in a manner acceptable to the Administrative Agent in
    the exercise of the Administrative Agent's sole judgment:
    
                    (a)  All of the Banks shall have signed this
          Agreement. 
    
                    (b)  The Administrative Agent shall have received
          fully executed and, where appropriate, acknowledged originals of
          this Agreement, a recordable modification agreement (the
          "Modification Agreement") amending each Deed of Trust,
          substantially in the form of Exhibit A attached hereto, and any
          other documents (including additional promissory notes and
          evidence of Borrower's authority to enter into this Agreement and
          the Modification Agreement) that the Administrative Agent may
          reasonably require or request in accordance with this Agreement
          or in accordance with the other Loan Documents.
    
                    (c)  Counterparts of the Modification Agreement shall
          have been recorded in the official records of each county in
          which a Deed of Trust has been recorded.
    
                    (d)  The Administrative Agent shall be satisfied that
          the validity and priority of the Deeds of Trust, as amended by
          the Modification Agreement, has not been and will not be impaired
          by this Agreement or the transactions contemplated by it, and
          that each of the Deeds of Trust, as amended by the Modification
          Agreement, secures the Credit Line.  Such assurance includes
          receipt of endorsements (or commitments to issue such
          endorsements) to the policies of title insurance insuring each of
          the Deeds of Trust.
    
                    (e)  The Company shall have paid to the Administrative
          Agent, for the account of each Bank whose Commitment increases
          pursuant to this Agreement, a commitment fee equal to thirty-five
          hundredths of one percent (0.35%) of the aggregate increase in
          the Maximum Commitment Amount pursuant to this Agreement,
          multiplied by a fraction (i) the numerator of which is the number
          of days in the period from and including the day on which all of
          the conditions precedent set forth in this Section 5 are
          satisfied until the Maturity Date and (ii) the denominator of
          which is one thousand eighty (1080).
    
                    (f)  The Administrative Agent shall have received
          reimbursement, in immediately available funds, of all costs and
          expenses incurred by the Administrative Agent in connection with
          this Agreement, including title insurance fees for the
          endorsements referenced in Section 5(d) above, recording, filing
          and escrow charges, mortgage taxes, and legal fees and expenses
          of the Administrative Agent's counsel.  Such costs and expenses
          may include, without duplication, the allocated costs for
          services of the Administrative Agent's in-house staffs, such as
          legal, appraisal and environmental services.
    
                    (g)  The Administrative Agent shall have received a
          written opinion of counsel to the Company and its Subsidiaries
          covering such matters relating to the Company, its Subsidiaries,
          this Agreement and the Credit Line as the Administrative Agent
          may reasonably require.
    
               6.   The Company's Representations and Warranties.  The
    Company represents and warrants to the Administrative Agent and the
    Banks as follows:
    
                    (a)  Loan Documents.  All representations and
          warranties made and given by The Company in the Loan Documents
          and the Unsecured Indemnity are true, accurate and correct.
    
                    (b)  No Default.  No Event of Default has occurred and
          is continuing, and no event has occurred and is continuing which,
          with notice or the passage of time or both, would be an Event of
          Default.
    
                    (c)  Property.  The Company or a wholly-owned
          Subsidiary of the Company lawfully possesses and holds fee simple
          title to all of the Property encumbered by the Deeds of Trust
          that is real property, and each of the Deeds of Trust is a first
          and prior lien on the property that it encumbers.  The Company or
          a wholly-owned Subsidiary of the Company owns all of the Property
          encumbered by the Deeds of Trust that is personal property free
          and clear of any reservations of title and conditional sales
          contracts, and also of any security interests other than those
          created by the Deeds of Trust, which create first and prior liens
          on the personal property that it encumbers.  There is no
          financing statement affecting any Property encumbered by the
          Deeds of Trust on file in any public office except for financing
          statements in favor of the Administrative Agent.
    
                    (d)  Borrowing Entity.  The Company is a corporation
          that is duly organized and validly existing under the laws of the
          State of Maryland and is qualified to do business in California
          and each other jurisdiction in which it owns real property. 
          There have been no changes in the organization, composition,
          ownership structure or formation documents of the Company since
          the inception of the Credit Line.
    
               7.   Incorporation.  This Agreement shall form a part of
    each Loan Document, and all references to a given Loan Document shall
    mean that document as hereby modified.
    
               8.   No Prejudice; Reservation of Rights.  This Agreement
    shall not prejudice any rights or remedies of the Administrative Agent
    or the Banks under the Loan Documents or the Unsecured Indemnity.  The
    Administrative Agent and the Banks reserve, without limitation, all
    rights which they have against any indemnitor, guarantor, or endorser
    of any of the Notes.
    
               9.   No Impairment.  Except as specifically hereby amended,
    the Loan Documents and the Unsecured Indemnity shall each remain
    unaffected by this Agreement and all such documents shall remain in
    full force and effect.
    
               10.  Purpose and Effect of Approvals.  Approval of any
    matter in connection with the Credit Line by the Administrative Agent
    or the Banks shall be for the sole purpose of protecting the security
    and rights of the Administrative Agent and the Banks.  No such
    approval shall result in a waiver of any default by the Company.  In
    no event shall any approval of the Administrative Agent or the Banks
    be a representation of any kind with regard to the matter being
    approved.
    
               11.  Disclosure to Title Company.  Without notice to or the
    consent of the Company, the Administrative Agent may disclose to any
    title insurance company that insures any interest of the
    Administrative Agent under any of the Deeds of Trust (whether as
    primary insurer, coinsurer or reinsurer) any information, data or
    material in the Administrative Agent's possession relating to the
    Company, any Subsidiary of the Company, the Credit Line, any Property
    encumbered by the Deeds of Trust or any improvements on any such
    Property.
    
               12.  Integration.  The Loan Documents, including this
    Agreement, and the Unsecured Indemnity: (a) integrate all the terms
    and conditions mentioned in or incidental to the Loan Documents and
    the Unsecured Indemnity; (b) supersede all oral negotiations and prior
    and other writings with respect to their subject matter; and (c) are
    intended by the parties as the final expression of the agreement with
    respect to the terms and conditions set forth in those documents and
    as the complete and exclusive statement of the terms agreed to by the
    parties.  If there is any conflict between the terms, conditions and
    provisions of this Agreement and those of any other agreement or
    instrument, including any of the other Loan Documents or the Unsecured
    Indemnity, the terms, conditions and provisions of this Agreement
    shall prevail.
    
               13.  Miscellaneous.  This Agreement may be executed in
    counterparts, and all counterparts shall constitute but one and the
    same document.  If any court of competent jurisdiction determines any
    provision of this Agreement or any of the other Loan Documents or the
    Unsecured Indemnity to be invalid, illegal or unenforceable, that
    portion shall be deemed severed from the rest, which shall remain in
    full force and effect as though the invalid, illegal or unenforceable
    portion had never been a part of the Loan Documents or the Unsecured
    Indemnity.  This Agreement shall be governed by the laws of the State
    of California, without regard to the choice of law rules of that
    State.  As used here, the word "include(s)" means "includes(s),
    without limitation," and the word "including" means "including, but
    not limited to."
    
               IN WITNESS WHEREOF, the parties have executed this Agreement
    as of the date first set forth above.
    
    "Company"
    
    BEDFORD PROPERTY INVESTORS, INC.,
    a Maryland corporation
    
    
    By         /s/Scott R. Whitney
               Scott R. Whitney
               Senior Vice President and
               Chief Financial Officer  
    
    
    By         /s/ Hanh Kihara                    
               Hanh Kihara
               Vice President, Controller
    
    
     
 <PAGE>
    "Administrative Agent"
    
    BANK OF AMERICA NATIONAL TRUST
    AND SAVINGS ASSOCIATION,
    as Administrative Agent
    
    
    By __________________________
               Robert Muller, Jr.
                Vice President
    
    "Banks"
    
    BANK OF AMERICA NATIONAL TRUST
    AND SAVINGS ASSOCIATION
    
    
    By         /s/Robert Muller, Jr.
               Robert Muller, Jr.
                Vice President
    
    
    SANWA BANK CALIFORNIA,
    a California corporation
    
    
    By    /s/Michael White
          Michael White
          Vice President
    
    
    THE FIRST NATIONAL BANK OF CHICAGO
    
    
    By    /s/Michael A. Parisi
          Michael A. Parisi
          Corporate Banking Officer
    
    
      <PAGE>
    UNION BANK OF CALIFORNIA, N.A.
    
    
    By    /s/D. Tim Mahoney
          D. Tim Mahoney
          Vice President & Manager
    
    
    KEYBANK NATIONAL ASSOCIATION
    
    
    By    /s/Laird A. Fairchild
          Laird A. Fairchild
          Assistant Vice President
    
      <PAGE>
              CONSENT OF THIRD-PARTY TRUSTORS
    
               Each of the undersigned consent to the foregoing First
    Modification Agreement to Third Amended and Restated Credit Agreement.
    
    Dated as of September 8, 1997
    
    ICMPI (CONCORD DIABLO 3), INC.,
    a Delaware corporation
    
    
    By    /s/James R. Moore
          James R. Moore
          Senior Vice President
    
    
    By    /s/Hanh Kihara
          Hanh Kihara
          Vice President, Controller
    
    
    ICMPI (CONCORD DIABLO 8), INC.,
    a Delaware corporation
    
    
    By    /s/James R. Moore
          James R. Moore
          Senior Vice President
    
    
    By    /s/Hanh Kihara
          Hanh Kihara
          Vice President, Controller
    
      <PAGE>
  
    ICMPI (CONCORD MASON 18), INC.,
    a Delaware corporation
    
    
    By    /s/James R. Moore
          James R. Moore
          Senior Vice President
    
    
    By    /s/Hanh Kihara
          Hanh Kihara
          Vice President, Controller
    
    
    ICMPI (LENEXA), INC.,
    a Delaware corporation
    
    
    By    /s/James R. Moore
          James R. Moore
          Senior Vice President
    
    
    By    /s/Hanh Kihara
          Hanh Kihara
          Vice President, Controller
<PAGE>
                             EXHIBIT A
    
    RECORDING REQUESTED BY
    AND WHEN RECORDED MAIL TO:
    
    BANK OF AMERICA NATIONAL TRUST
      AND SAVINGS ASSOCIATION
    California Real Estate Industries
      Division No. 8940
    50 California Street, 11th Floor
    San Francisco, California  94111
    Attn.:  Ms. Mary Johnson
    
    _______________________________________________________________
                                             SPACE ABOVE THIS LINE 
                                                FOR RECORDER'S USE 
    
    
                         MODIFICATION AGREEMENT
                    (Short Form -- ________ County)
    
               This Modification Agreement (the "Agreement") is made
    and entered into as of September __, 1997, by BEDFORD PROPERTY
    INVESTORS, INC., a Maryland corporation ("Borrower"), and BANK OF
    AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, in its capacity as
    Administrative Agent for the Banks pursuant to the terms of the Credit
    Agreement described below (in such capacity, the "Administrative
    Agent").
    
                           Factual Background
    
          A.   Pursuant to that certain Third Amended and Restated Credit
    Agreement (the "Credit Agreement") dated as of June 13, 1997, among
    Borrower, the Banks from time to time party thereto (collectively, the
    "Banks") and the Administrative Agent, the Banks agreed to make
    available to Borrower a secured revolving line of credit in an
    aggregate principal amount at any time outstanding not to exceed to
    $150,000,000 (the "Credit Line").
    
          B.   Borrower's obligation to repay amounts outstanding from time
    to time under the Credit Line is evidenced by certain Promissory
    Notes, each made payable to a Bank, in the aggregate stated principal
    amount of $150,000,000 (collectively, the "Existing Notes"), and by a
    Promissory Note (Swing Line) made by Borrower and payable to the order
    of Bank of America in the principal amount of $25,000,000.00, to
    evidence the Swing Line (the "Swing Line Note").
    
          C.   The Credit Agreement, the Existing Notes, the Swing Line
    Note and certain other Loan Documents are secured by, among other
    things (a) those certain deeds of trust (collectively, as heretofore
    modified, the "Deeds of Trust") more particularly described on
    Exhibit "A" attached hereto, each executed by Borrower (unless
    otherwise noted), as trustor or grantor, for the benefit of Bank of
    America, as Administrative Agent for the Banks, as beneficiary, and
    (b) those certain assignments of leases (collectively, as heretofore
    modified, the "Lease Assignments") more particularly described on
    Exhibit "A" attached hereto, each executed by Borrower (unless
    otherwise noted), as assignor, in favor of Bank of America, as
    Administrative Agent for the Banks, as assignee.  The Deeds of Trust
    and the Lease Assignments encumber certain real property more
    particularly described therein (collectively, the "Property").
    
          D.   (i) The Banks, the Administrative Agent and Borrower have,
    concurrently with the execution of this Modification Agreement, made
    and entered into a First Modification Agreement to Third Amended and
    Restated Credit Agreement (the "First Modification") dated as of the
    date hereof, pursuant to which such parties amended the Credit
    Agreement to, among other things, increase the maximum principal
    amount of the Credit Line from $150,000,000 to $175,000,000, and
    (ii) Borrower has, concurrently with the execution of this
    Modification Agreement, executed and delivered to the Banks Revolving
    Notes (collectively, the "Notes") dated as of the date hereof, each
    executed by Borrower to the order of a Bank in the aggregate principal
    amount of $175,000,000.00, pursuant to which the Existing Notes were
    collectively amended and restated in their entirety.
    
          E.   Borrower and the Administrative Agent, with the consent of
    the Banks, have agreed to modify the Deeds of Trust and the Lease
    Assignments so as to secure the obligations of Borrower evidenced by
    the Credit Agreement, as amended by the First Modification, the Notes
    and the Swing Line Note.
    
                               Agreement
    
          Therefore, Borrower and the Administrative Agent agree as
    follows:
    
               1.   The Deeds of Trust executed by Borrower are hereby
    modified to secure, in addition to the indebtedness and other
    obligations heretofore secured by the Deeds of Trust, the payment and
    performance of all indebtedness and other obligations of Borrower
    under the Credit Agreement, as amended by the First Modification, the
    Notes, the Swing Line Note and the other Loan Documents (other than
    the Unsecured Indemnity Agreement), and all amendments, modifications,
    supplements, replacements, extensions, renewals and substitutions of
    or for any and/or all of the foregoing.  The Lease Assignments
    executed by Borrower are hereby modified so that each reference to the
    term "credit agreement" or "Agreement" therein shall refer to the
    Credit Agreement, as amended by the First Modification.  Among other
    things, the First Modification and the Notes have amended the Credit
    Agreement and the Existing Notes, respectively, to increase the
    maximum principal amount of the Credit Line from $150,000,000 to
    $175,000,000. 
    
               2.   The Credit Agreement, as amended by the First
    Modification, the Notes and the Swing Line Note are incorporated into
    this Agreement by this reference, the same as though set forth herein
    in full.
    
               3.   Each capitalized term used herein and not otherwise
    defined herein shall have the meaning given such term in the Credit
    Agreement, as amended by the First Modification.
    
               The foregoing notwithstanding, certain obligations continue
    to be excluded from the Secured Obligations, as provided in the Deeds
    of Trust.
    
    "Borrower"
    
    BEDFORD PROPERTY INVESTORS, INC., 
    a Maryland corporation
    
    
    By         /s/Scott R. Whitney
               Scott R. Whitney
               Senior Vice President and
               Chief Financial Officer
    
    
    
    By         /s/Hanh Kihara
               Hanh Kihara
               Vice President, Controller
      <PAGE>
    "Administrative Agent"
    
    BANK OF AMERICA NATIONAL TRUST AND
    SAVINGS ASSOCIATION, as Administrative Agent
    
    
    By         /s/Robert Muller, Jr.
               Robert Muller, Jr.
               Vice President
      <PAGE>
                           ACKNOWLEDGMENT
    
    State of California       )
                              ) ss.
    County of ___________     )
    
    
    On _________________ before me, _____________________, Notary Public,
    personally appeared _______________________________,
                         
         personally known to me or     proved to me on the basis of
    satisfactory evidence to be the person(s) whose name(s) is/are
    subscribed to the within instrument and acknowledged to me that
    he/she/they executed the same in his/her/their authorized
    capacity(ies), and that by his/her/their signature(s) on the
    instrument the person(s), or the entity upon behalf of which the
    person(s) acted, executed the instrument.
    
    WITNESS my hand and official seal.
    
    ___________________________
    
    
    State of California       )
                              ) ss.
    County of ___________     )
    
    
    On _________________ before me, _____________________, Notary Public,
    personally appeared _____________________________,

        personally known to me or    proved to me on the basis of
    satisfactory evidence to be the person(s) whose name(s) is/are
    subscribed to the within instrument and acknowledged to me that
    he/she/they executed the same in his/her/their authorized
    capacity(ies), and that by his/her/their signature(s) on the
    instrument the person(s), or the entity upon behalf of which the
    person(s) acted, executed the instrument.
    
    WITNESS my hand and official seal.
    
    
    ____________________________
    
    
    State of California       )
                              ) ss.
    County of ___________     )
    
    
    On _________________ before me, _____________________, Notary Public,
    personally appeared __________,

      personally known to me or  proved to me on the basis of
    satisfactory evidence to be the person(s) whose name(s) is/are
    subscribed to the within instrument and acknowledged to me that
    he/she/they executed the same in his/her/their authorized
    capacity(ies), and that by his/her/their signature(s) on the
    instrument the person(s), or the entity upon behalf of which the
    person(s) acted, executed the instrument.
    
    WITNESS my hand and official seal.
    
    
    ____________________________
      <PAGE>
                            EXHIBIT "A"
    
                  Deeds of Trust and Lease Assignments
    
    
                         California Properties
    
          1.   Village Green:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on July 7, 1994, in
    the Official Records of Contra Costa County, California, as Instrument
    No. 94-176593.  Assignment of Leases, recorded on July 7, 1994, in the
    Official Records of Contra Costa County, California, as Instrument
    No. 94-176594.
    
          2.   Concord Diablo 3:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing (Third Party) executed by ICMPI
    (Concord Diablo 3), Inc., a Delaware corporation ("Concord 3"), as
    trustor, recorded on December 14, 1995, in the Official Records of
    Contra Costa County, California, as Instrument No. 95-215846, and
    rerecorded on February 13, 1996, as Instrument No. 96-25838. 
    Assignment of Leases executed by Concord 3, as assignor, recorded on
    December 14, 1995, in the Official Records of Contra Costa County,
    California, as Instrument No. 95-215847, and rerecorded on
    February 13, 1996, as Instrument No. 96-25839.
    
          3.   Concord Diablo 8:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing (Third Party) executed by ICMPI
    (Concord Diablo 8), Inc., a Delaware corporation ("Concord 8"), as
    trustor, recorded on December 14, 1995, in the Official Records of
    Contra Costa County, California, as Instrument No. 95-215848, and
    rerecorded on February 13, 1996, as Instrument No. 96-25840. 
    Assignment of Leases executed by Concord 8, as assignor, recorded on
    December 14, 1995, in the Official Records of Contra Costa County,
    California, as Instrument No. 95-215849, and rerecorded on
    February 13, 1996, as Instrument No. 96-25841.
    
          4.   Concord Mason 18:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing (Third Party) executed by ICMPI
    (Concord Mason 18), Inc., a Delaware corporation ("Mason 18"), as
    trustor, and recorded on December 14, 1995, in the Official Records of
    Contra Costa County, California, as Instrument No. 95-215850. 
    Assignment of Leases executed by Mason 18, as assignor, and recorded
    on December 14, 1995, in the Official Records of Contra Costa County,
    California, as Instrument No. 95-215851.
    
          5.   350 East Plumeria:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on December 14, 1995,
    in the Official Records of Santa Clara County, California, as
    Instrument No. 13130331.  Assignment of Leases, recorded on
    December 14, 1995, in the Official Records of Santa Clara County,
    California, as Instrument No. 13130332.
    
          6.   Auburn Court:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on December 14, 1995,
    in the Official Records of Alameda County, California, as Instrument
    No. 95289663.  Assignment of Leases, recorded on December 14, 1995, in
    the Official Records of Alameda County, California, as Instrument
    No. 95289664.
    
          7.   301 E. Grand:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on December 14, 1995,
    in the Official Records of San Mateo County, California, as Instrument
    No. 95-135457.  Assignment of Leases, recorded on December 14, 1995,
    in the Official Records of San Mateo County, California, as Instrument
    No. 95-135458.
    
          8.   342 Allerton:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on December 14, 1995,
    in the Official Records of San Mateo County, California, as Instrument
    No. 95-135460.  Assignment of Leases, recorded on December 14, 1995,
    in the Official Records of San Mateo County, California, as Instrument
    No. 95-135461.
    
          9.   410 Allerton:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on December 14, 1995,
    in the Official Records of San Mateo County, California, as Instrument
    No. 95-135466.  Assignment of Leases, recorded on December 14, 1995,
    in the Official Records of San Mateo County, California, as Instrument
    No. 95-135467.
    
          10.  400 Grandview:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on December 14, 1995,
    in the Official Records of San Mateo County, California, as Instrument
    No. 95-135463.  Assignment of Leases, recorded on December 14, 1995,
    in the Official Records of San Mateo County, California, as Instrument
    No. 95-135464.
    
          11.  Fourier:  Deed of Trust with Assignment of Rents, Security
    Agreement and Fixture Filing, recorded on October 11, 1996, in the
    Official Records of Alameda County, California, as Instrument
    No. 96262320. Assignment of Leases, recorded on October 11, 1996, in
    the Official Records of Alameda County, California, as Instrument
    No. 96262321.
    
          12.  Lundy:  Deed of Trust with Assignment of Rents, Security
    Agreement and Fixture Filing, recorded on December 4, 1996, in the
    Official Records of Santa Clara County, California, as Instrument
    No. 13542186.  Assignment of Leases, recorded on December 4, 1996, in
    the Official Records of Santa Clara County, California, as Instrument
    No. 13542187.
    
          13.  Mt. View:  Deed of Trust with Assignment of Rents, Security
    Agreement and Fixture Filing, recorded on December 4, 1996, in the
    Official Records of Santa Clara County, California, as Instrument
    No. 13542188.  Assignment of Leases, recorded on December 4, 1996, in
    the Official Records of Santa Clara County, California, as Instrument
    No. 13542189.
    
          14.  Laguna Hills:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on December 4, 1996,
    in the Official Records of Orange County, California, as Instrument
    No. 19960614118.  Assignment of Leases, recorded on December 4, 1996,
    in the Official Records of Orange County, California, as Instrument
    No. 19960614119.
    
          15.  Gibraltar:  Deed of Trust with Assignment of Rents, Security
    Agreement and Fixture Filing, recorded on October 11, 1996, in the
    Official Records of Santa Clara County, California, as Instrument
    No. 13482493.  Assignment of Leases, recorded on October 11, 1996, in
    the Official Records of Santa Clara County, California, as Instrument
    No. 13482494.
    
          16.  O'Toole:  Deed of Trust with Assignment of Rents, Security
    Agreement and Fixture Filing, recorded on May 29, 1997, in the
    Official Records of Santa Clara County, California, as Instrument
    No. 13720232.  Assignment of Leases, recorded on May 29, 1997, in the
    Official Records of Santa Clara County, California, as Instrument
    No. 13720233.
    
          17.  Signal Systems:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on May 29, 1997, in
    the Official Records of San Diego County, California, as Instrument
    No. 1997-0248273.  Assignment of Leases, recorded on May 29, 1997, in
    the Official Records of San Diego County, California, as Instrument
    No. 1997-0248274.
    
          18.  Bedford Fremont:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on July 8, 1997, in
    the Official Records of Alameda County, California, as Instrument
    No. 97167840.  Assignment of Leases, recorded on July 8, 1997, in the
    Official Records of Alameda County, California, as Instrument
    No. 97167841.
    
          19.  6500 Kaiser:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on July 8, 1997, in
    the Official Records of Alameda County, California, as Instrument
    No. 97167838.  Assignment of Leases, recorded on July 8, 1997, in the
    Official Records of Alameda County, California, as Instrument
    No. 97167839.
    
                       Kansas Properties
    
          1.   99th Street, Bldg. 1:  Mortgage, Security Agreement,
    Assignment of Rents and Fixture Filing, recorded on January 4, 1996,
    in the Official Records of Johnson County, Kansas, as Instrument
    No. 2556787, Volume 4764 Page 936.  Assignment of Leases, recorded on
    January 4, 1996, in the Official Records of Johnson County, Kansas, as
    Instrument No. 2556788, Volume 4764 Page 970.
    
          2.   99th Street, Bldg. 3:  Mortgage, Security Agreement,
    Assignment of Rents and Fixture Filing executed by ICMPI (Lenexa),
    Inc., a Delaware corporation ("Lenexa"), and recorded on January 4,
    1996, in the Official Records of Johnson County, Kansas, as Instrument
    No. 2556789, Volume 4765 Page 1.  Assignment of Leases executed by
    Lenexa, as assignor, recorded on January 4, 1996, in the Official
    Records of Johnson County, Kansas, as Instrument No. 2556790, Volume
    4765 Page 39.
    
          3.   6600 College:  Mortgage, Security Agreement, Assignment of
    Rents and Fixture Filing, recorded on January 4, 1996, in the Official
    Records of Johnson County, Kansas, as Instrument No. 2556791, Volume
    4765 Page 49.  Assignment of Leases, recorded on January 4, 1996, in
    the Official Records of Johnson County, Kansas, as Instrument
    No. 2556792, Volume 4765 Page 83.
    
          4.   Lackman Business Center:  Mortgage, Security Agreement,
    Assignment of Rents and Fixture Filing, recorded on January 4, 1996,
    in the Official Records of Johnson County, Kansas, as Instrument
    No. 2556785, Volume 4764 Page 892.  Assignment of Leases, recorded on
    January 4, 1996, in the Official Records of Johnson County, Kansas, as
    Instrument No. 2556786, Volume 4764 Page 926.
    
                       Oregon Properties
    
          1.   Twin Oaks Business Center:  Line of Credit Deed of Trust
    with Assignment of Rents and Leases, Security Agreement and Fixture
    Filing, recorded on December 14, 1995, in the Official Records of
    Washington County, Oregon, as Instrument No. 95091724.4.
    
          2.   Twin Oaks Tech Center:  Line of Credit Deed of Trust with
    Assignment of Rents and Leases, Security Agreement and Fixture Filing,
    recorded on December 14, 1995, in the Official Records of
    Washington County, Oregon, as Instrument No. 95091723.4.  
    
                      Colorado Properties
    
          1.   Bryant St. Annex:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on December 14, 1995,
    in the Official Records of Denver County, Colorado, as Instrument
    No. 9500155131.  Assignment of Leases, recorded on December 14, 1995,
    in the Official Records of Denver County, Colorado, as Instrument
    No. 9500155132.
    
          2.   Bryant St. Quad:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on October 11, 1996,
    in the Official Records of Denver County, Colorado, as Instrument
    No. 9600141543.  Assignment of Leases, recorded on October 11, 1996,
    in the Official Records of Denver County, Colorado, as Instrument
    No. 9600141544.
    
          3.   Academy Place:  Deed of Trust with Assignment of Rents,
    Security Agreement and Fixture Filing, recorded on May 29, 1997, in
    the Official Records of El Paso County, Colorado, as Instrument
    No. 97060499.  Assignment of Leases, recorded on May 29, 1997, in the
    Official Records of El Paso County, Colorado, as Instrument
    No. 97060500.
    
                       Arizona Properties
    
          1.   Westech:  Deed of Trust with Assignment of Rents, Security
    Agreement and Fixture Filing (Arizona), recorded on October 11, 1996,
    in the Official Records of Maricopa County, Arizona, as Instrument
    No. 96-0725727.  Assignment of Leases and Rents, recorded on October
    11, 1996, in the Official Records of Maricopa County, Arizona, as
    Instrument No. 96-0725728.
    
          2.   Executive Center at Southbank:  Deed of Trust with
    Assignment of Rents, Security Agreement and Fixture Filing (Arizona),
    recorded on July 8, 1997, in the Official Records of Maricopa County,
    Arizona, as Instrument No. 97-0459316.  Assignment of Leases and
    Rents, recorded on July 8, 1997, in the Official Records of
    Maricopa County, Arizona, as Instrument No. 97-0459317.
    
                       Missouri Property
    
          1.   Panorama Business Center:  Deed of Trust with Assignment of
    Rents, Security Agreement and Fixture Filing, recorded on May 29,
    1997, in the Official Records of Jackson County, Missouri, as
    Instrument No. 97K25432.  Assignment of Leases, recorded on May 29,
    1997, in the Official Records of Jackson County, Missouri, as
    Instrument No. 97K25434.
    
                         Texas Property
    
          1.   Great Hills Trail Building (fka The Somerset Building): 
    Deed of Trust with Assignment of Rents, Security Agreement and Fixture
    Filing, recorded on May 29, 1997, in the Official Records of
    Travis County, Texas, as Instrument No. 12944 0005-0037.  Assignment
    of Leases, recorded on May 29, 1997, in the Official Records of
    Travis County, Texas, as Instrument No. 12944 0038-0048.