EXHIBIT 10.18
      
        AMENDED AND RESTATED UNSECURED CREDIT AGREEMENT
    
               This AMENDED AND RESTATED UNSECURED CREDIT AGREEMENT is
    entered into as of June 15, 1998, among BEDFORD PROPERTY INVESTORS,
    INC., a Maryland corporation (the "Company"), BANK OF AMERICA NATIONAL
    TRUST AND SAVINGS ASSOCIATION, a national banking association ("BofA")
    and the several additional financial institutions from time to time
    party to this Agreement (collectively, the "Banks"; individually a
    "Bank"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
    arranger and as administrative agent for the Banks, and UNION BANK OF
    CALIFORNIA, N.A.,
    as Co-Agent for the Banks.
    
                       Factual Background
    
               WHEREAS, the Banks have previously made available to the
    Company an unsecured revolving credit facility upon the terms and
    subject to the conditions set forth in that certain Unsecured Credit
    Agreement dated as of June 13, 1997, among the Company, the banks
    party thereto and BofA, as agent for such banks, as amended by that
    certain First Modification Agreement to Unsecured Credit Agreement
    dated as of August 20, 1997, among the Company, the banks party
    thereto and BofA, as agent for such banks (as amended, the "Existing
    Credit Agreement").
    
               WHEREAS, under the Existing Credit Agreement, the Banks
    party thereto agreed to make available to the Company an unsecured
    revolving line of credit in the maximum principal amount of
    $25,000,000, with BofA having a pro rata share of 42.857144%,
    representing a maximum commitment of $10,714,286.00; Sanwa Bank
    California having a pro rata share of 14.285714%, representing a
    maximum commitment of $3,571,428.50; The First National Bank of
    Chicago having a pro rata share of 14.285714%, representing a maximum
    commitment of $3,571,428.50; Union Bank of California, N.A. having a
    pro rata share of 17.142857%, representing a maximum commitment of
    $4,285,714.25; and KeyBank National Association having a pro rata
    share of 11.428571%, representing a maximum commitment of
    $2,857,142.75;
    
               WHEREAS, the Company has requested that the Banks modify the
    terms of the unsecured revolving credit facility made available to the
    Company pursuant to the Existing Credit Agreement to, among other
    things, increase the maximum principal amount of the unsecured
    revolving line of credit available to the Company from $25,000,000 to
    $50,000,000, and extend the maturity date thereof; and
    
               WHEREAS, following modification of the unsecured revolving
    credit facility made available to the Company pursuant to the Existing
    Credit Agreement, KeyBank National Association will no longer be a
    party to the unsecured revolving credit facility; and
    
    
               WHEREAS, the remaining Banks have agreed to make available
    to the Company an amended unsecured revolving line of credit upon the
    terms and subject to the conditions set forth in this Agreement, which
    amends and restates in full the Existing Credit Agreement, with the
    pro rata shares of the remaining Banks adjusted so that BofA has a pro
    rata share of 42.857143%, representing a maximum commitment of
    $21,428,571.50; Sanwa Bank California has a pro rata share of
    14.285714%, representing a maximum commitment of $7,142,857.00; The
    First National Bank of Chicago has a pro rata share of 20.000000%,
    representing a maximum commitment of $10,000,000.00; and Union Bank of
    California, N.A. has a pro rata share of 22.857143%, representing a
    maximum commitment of $11,428,571.50.
    
                           Agreement
    
               NOW, THEREFORE, in consideration of the mutual agreements,
    provisions and covenants contained herein, the parties agree as
    follows:
    
          1.   Definitions.
    
               1.1  Defined Terms.  In addition to the terms defined
    elsewhere in this Agreement, the following terms have the following
    meanings:
    
               "Acquisition Borrowing" means a Borrowing used or to be used
    to acquire improved real property that, upon its acquisition, will
    satisfy all of the conditions set forth in Section 4.1 so as to become
    an Approved Unencumbered Parcel.
    
               "Acquisition Cost" means, with respect to any Approved
    Unencumbered Parcel, the aggregate cost to the Company of such
    Approved Unencumbered Parcel (including all acquisition expenses
    capitalized into the cost of such Approved Unencumbered Parcel in
    accordance with GAAP) recorded in the Company's financial records as
    of the acquisition date for such Approved Unencumbered Parcel.
    
               "Administrative Agent" means BofA in its capacity as
    administrative agent for the Banks hereunder, and any successor
    administrative agent designated under Section 9.5.
    
               "Affiliate" means, as to any Person, any other Person which,
    directly or indirectly, is in control of, is controlled by, or is
    under common control with, such Person.  A Person shall be deemed to
    control another Person if the controlling Person possesses, directly
    or indirectly, the power to direct or cause the direction of the
    management and policies of the other Person, whether through the
    ownership of voting securities, by contract or otherwise.  In no event
    shall any of the Banks be deemed an "Affiliate" of the Company or of
    any Subsidiary of the Company.
    
               "Agent-Related Persons" means BofA and any successor
    administrative agent designated under Section 9.5, together with their
    respective Affiliates and the officers, directors, employees and
    agents of such Persons.
    
               "Agent's Payment Office" means the address for payments set
    forth herein for the Administrative Agent, or such other address as
    the Administrative Agent may from time to time specify.
    
               "Agreement" means this Amended and Restated Unsecured Credit
    Agreement, as amended, supplemented or modified from time to time.
    
               "Applicable Margin" means (a) with respect to Reference Rate
    Loans, zero (0) basis points; and (b) with respect to LIBOR Rate
    Loans, 150 basis points.
    
               "Approved Unencumbered Parcel" means a Parcel satisfying all
    of the conditions set forth in Section 4.1.
    
               "Assignee" has the meaning specified in subsection 10.8.1.
    
               "Attorney Costs" means and includes all reasonable fees and
    disbursements of any law firm or other external legal counsel, the
    allocated cost of internal legal services and all disbursements of
    internal counsel.
    
               "Availability" means, at any time, the difference between
    (a) the Maximum Commitment Amount at such time and (b) aggregate
    outstanding principal amount of the Loans at such time.
    
               "Bank" has the meaning specified in the introductory
    sentence of this Agreement; BofA in its capacity as a lender hereunder
    is one of the Banks.
    
               "Bankruptcy Code" means the Federal Bankruptcy Reform Act
    of 1978, as amended from time to time (11 U.S.C.  101, et seq.).
    
               "BofA" means Bank of America National Trust and Savings
    Association, a national banking association.
    
               "Borrowing" means a borrowing hereunder consisting of Loans
    of the same Type made to the Company on the same day by the Banks
    under Article 2 and, other than in the case of Reference Rate Loans,
    having the same Interest Period, but does not include (a) a conversion
    of Loans of one Type to another Type or (b) a continuation of a Loan
    as a Loan of the same Type, but with a new Interest Period.  A
    Borrowing may be an Acquisition Borrowing or a Working Capital
    Borrowing.
    
               "Borrowing Notice" means a notice substantially in the form
    of Exhibit A given by the Company to the Administrative Agent pursuant
    to Section 2.4.
    
               "Business Day" means any day other than a Saturday, Sunday
    or other day on which commercial banks in San Francisco, California,
    are authorized or required by law to close and, if the applicable
    Business Day relates to any LIBOR Rate Loan, means such a day on which
    dealings are carried on in the applicable offshore dollar interbank
    market.
    
               "Capital Adequacy Regulation" means any guideline, request
    or directive of any Governmental Authority, or any other law, rule or
    regulation, whether or not having the force of law, in each case,
    regarding capital adequacy of any Bank or of any corporation
    controlling any Bank.
    
               "Cash Flow" means, as of any calendar quarter, four (4)
    times the sum of (i) the quarterly consolidated income from property
    operations for the Company and all of the Permitted Partnerships
    (excluding income from minority interests in Persons other than
    Permitted Partnerships), and (ii) the consolidated depreciation and
    amortization of the Company and all of the Permitted Partnerships
    (excluding depreciation and amortization from minority interests in
    Persons other than Permitted Partnerships) for such quarter, as
    evidenced by the most recently delivered financial statements of the
    Company and the Permitted Partnerships.
    
               "CERCLA" means the Comprehensive Environmental Response
    Compensation and Liability Act of 1980.
    
               "Closing Date" means the date on which all conditions
    precedent set forth in Section 4.2 are satisfied or waived by the
    Administrative Agent.
    
               "Co-Agent" means any Bank designated as a "Co-Agent" in this
    Agreement, each in its capacity as a co-agent for the Banks hereunder,
    and any successor co-agent designated under Section 9.6. 
    
               "Code" means the Internal Revenue Code of 1986, as amended
    from time to time, and any regulations promulgated thereunder.
    
               "Commitment" means the amount of the credit and the
    outstanding Loans for which each Bank is obligated.
    
               "Contingent Obligation" means, as to any Person, (a) any
    Guaranty Obligation of that Person, and (b) any direct or indirect
    obligation or liability, contingent or otherwise, of that Person in
    respect of (i) any letter of credit or similar instrument issued for
    the account of that Person or as to which that Person is otherwise
    liable for reimbursement of drawings or (ii) any Swap Contract.  The
    amount of any Contingent Obligation shall (subject, in the case of
    Guaranty Obligations, to the last sentence of the definition of
    "Guaranty Obligation") be deemed equal to the maximum reasonably
    anticipated liability in respect thereof.
    
               "Contractual Obligation" means, as to any Person, any
    provision of any security issued by such Person or of any agreement,
    undertaking, contract, indenture, mortgage, deed of trust or other
    instrument, document or agreement to which such Person is a party or
    by which it or any of its property is bound.
    
               "Controlled Group" means the Company and all Persons
    (whether or not incorporated) under common control or treated as a
    single employer with the Company pursuant to Section 414(b), (c), (m)
    or (o) of the Code.
    
               "Conversion Date" means any date on which the Company elects
    to convert a Reference Rate Loan to a LIBOR Rate Loan or a LIBOR Rate
    Loan to a Reference Rate Loan.
    
               "Conversion/Continuation Notice" means a notice
    substantially in the form of Exhibit B given by the Company to the
    Administrative Agent pursuant to Section 2.4.
    
               "Covenant Debt Service" means, at any time, the amount
    necessary to amortize the sum of (a) total consolidated liabilities
    (excluding (i) accounts payable and accrued expenses, (ii) dividends
    and distributions payable, and (iii) other liabilities) of the Company
    and all of the Permitted Partnerships (as evidenced by the most
    recently received consolidated balance sheets for the Company and the
    Permitted Partnerships), and (b) the aggregate amount of all then-
    outstanding but undrawn letters of credit issued by BofA for the
    account of the Company), in twenty-five (25) equal annual installments
    of principal and interest at a per annum rate equal to the greater of
    (i) 1.75% per annum above the average yield on seven-year United
    States treasury bonds maturing approximately seven (7) years from the
    date of determination (as reported by the Administrative Agent's
    Funding and Interest Rate Desk, or any other recognized source of
    treasury yield quotations acceptable to the Administrative Agent in
    its sole and absolute discretion, on the determination date) or
    (ii) 8.0%, computed on the basis of a year of 365 or 366 days, as
    applicable, and actual day months.
    
               "Default" means any event or circumstance which, with the
    giving of notice, the lapse of time, or both, would (if not cured or
    otherwise remedied) constitute an Event of Default.
    
               "Disposition" means the sale, lease, conveyance or other
    disposition of any Approved Unencumbered Parcel, other than leases of
    an Approved Unencumbered Parcel to third-party tenants in the ordinary
    course of business.
    
               "Eligible Assignee" means (i) a commercial bank organized
    under the laws of the United States, or any state thereof, and having
    a combined capital and surplus of at least $100,000,000; (ii) a Person
    that is primarily engaged in the business of commercial banking and is
    an Affiliate of a Bank, or (iii) any Person approved by Majority Banks
    and the Administrative Agent.
    
               "Entitled Land" means unimproved real Property satisfying
    all of the following conditions: (a) the Company's intended use of
    such real Property is permissible under the applicable general plan or
    its equivalent, (b) such intended use is permissible under any
    applicable specific plan, zoning classification and development
    agreement, (c) such real Property has access to roads and utilities
    adequate for the Company's intended use, and (d) the Company intends
    to improve such real property within twenty-four (24) months of its
    acquisition.
    
               "Environmental Claims" means all claims, however asserted,
    by any Governmental Authority or other Person alleging potential
    liability or responsibility for violation of any Environmental Laws or
    for injury to the environment or threat to public health, personal
    injury (including sickness, disease or death), property damage,
    natural resources damage, or otherwise alleging liability or
    responsibility for damages (punitive or otherwise), cleanup, removal,
    remedial or response costs, restitution, civil or criminal penalties,
    injunctive relief, or other type of relief, resulting from or based
    upon (a) the presence, placement, discharge, emission or release
    (including intentional and unintentional, negligent and non-negligent,
    sudden or non-sudden, accidental or non-accidental placement, spills,
    leaks, discharges, emissions or releases) of any Hazardous Material
    at, in or from any real Property at any time owned by the Company, any
    of its Subsidiaries or any Permitted Partnership, or (b) any other
    circumstances forming the basis of any violation, or alleged
    violation, of any Environmental Laws.
    
               "Environmental Laws" means all federal, state or local laws,
    statutes, common law duties, rules, regulations, ordinances and codes,
    together with all administrative orders, directed duties, requests,
    licenses, authorizations and permits of, and agreements with, any
    Governmental Authorities, in each case relating to environmental,
    health, safety and land use matters; including CERCLA, the Clean Air
    Act, the Federal Water Pollution Control Act of 1972, the Solid Waste
    Disposal Act, the Federal Resource Conservation and Recovery Act, the
    Toxic Substances Control Act, the Emergency Planning and Community
    Right-to-Know Act, the California Hazardous Waste Control Law, the
    California Solid Waste Management, Resource, Recovery and Recycling
    Act, the California Water Code and the California Health and Safety
    Code.
    
               "Environmental Permits" has the meaning specified in
    subsection 5.12(b).
    
               "ERISA" means the Employee Retirement Income Security Act of
    1974, as amended from time to time, and regulations promulgated
    thereunder.
    
               "ERISA Affiliate" means any trade or business (whether or
    not incorporated) under common control with the Company within the
    meaning of Section 414(b), 414(c) or 414(m) of the Code.
    
               "ERISA Event" means (a) a Reportable Event with respect to a
    Qualified Plan or a Multi-employer Plan; (b) withdrawal by the Company
    or any ERISA Affiliate from a Qualified Plan subject to Section 4063
    of ERISA during a plan year in which it was a substantial employer (as
    defined in Section 4001(a)(2) of ERISA); (c) a complete or partial
    withdrawal by the Company or any ERISA Affiliate from a Multi-employer
    Plan; (d) the filing of a notice of intent to terminate, the treatment
    of a plan amendment as a termination under Section 4041 or 4041A of
    ERISA, or the commencement of proceedings by the PBGC to terminate a
    Qualified Plan or Multi-employer Plan subject to Title IV of ERISA;
    (e) failure by the Company or any member of the Controlled Group to
    make required contributions to a Qualified Plan or Multi-employer
    Plan; (f) an event or condition which might reasonably be expected to
    constitute grounds under Section 4042 of ERISA for the termination of,
    or the appointment of a trustee to administer, any Qualified Plan or
    Multi-employer Plan; (g) the imposition of any liability under
    Title IV of ERISA, other than PBGC premiums due but not delinquent
    under Section 4007 of ERISA, upon the Company or any ERISA Affiliate;
    (h) an application for a funding waiver or an extension of any
    amortization period pursuant to Section 412 of the Code with respect
    to any Plan; (i) a non-exempt prohibited transaction occurs with
    respect to any Plan for which the Company or any Subsidiary of the
    Company may be directly or indirectly liable; or (j) a violation of
    the applicable requirements of Section 404 or 405 of ERISA or the
    exclusive benefit rule under Section 401(a) of the Code by any
    fiduciary or disqualified person with respect to any Plan for which
    the Company or any member of the Controlled Group may be directly or
    indirectly liable.
    
               "Event of Default" means any of the events or circumstances
    specified in Section 8.1.
    
               "Federal Funds Rate" means, for any day, the rate published
    by the Federal Reserve Bank of New York for the preceding Business Day
    as "Federal Funds (Effective)"; (or, if not published, the arithmetic
    mean of the rates for overnight Federal funds arranged prior to
    9:00 a.m. (New York City time) on that day quoted by three brokers of
    Federal Funds in New York City as determined by the Administrative
    Agent).
     
               "Federal Reserve Board" means the Board of Governors of the
    Federal Reserve System or any successor thereof.
    
               "Funds from Operations" means, for any fiscal quarter, the
    net income of the Company for such quarter, excluding gains or losses
    from debt restructuring and sales of property, plus depreciation and
    amortization, after adjustments for unconsolidated ventures.
    
               "GAAP" means generally accepted accounting principles set
    forth from time to time in the opinions and pronouncements of the
    Accounting Principles Board and the American Institute of Certified
    Public Accountants and statements and pronouncements of the Financial
    Accounting Standards Board (or agencies with similar functions of
    comparable stature and authority within the accounting profession), or
    in such other statements by such other entity as may be in general use
    by significant segments of the U.S. accounting profession, which are
    applicable to the circumstances as of the date of determination.
    
               "Governmental Authority" means any nation or government, any
    state or other political subdivision thereof, any central bank (or
    similar monetary or regulatory authority) thereof, any entity
    exercising executive, legislative, judicial, regulatory or
    administrative functions of, or pertaining to, government, and any
    corporation or other entity owned or controlled, through stock or
    capital ownership or otherwise, by any of the foregoing.
    
               "Gross Assets" means, at any time, the sum of (a) the total
    consolidated assets of the Company and all Permitted Partnerships at
    such time, and (b) the total consolidated accumulated depreciation of
    the Company and all Permitted Partnerships at such time, as evidenced
    by the most recently delivered financial statements of the Company and
    the Permitted Partnerships.
    
               "Guarantor" means each Person who has executed a Guaranty.
    
               "Guaranty" means a guaranty of the Obligations for the
    benefit of the Banks.
    
               "Guaranty Obligation" means, as applied to any Person, any
    direct or indirect liability of that Person with respect to any
    Indebtedness, lease, dividend, letter of credit or other obligation
    (the "primary obligations") of another Person.  The amount of any
    Guaranty Obligation shall be deemed equal to the stated or
    determinable amount of the primary obligation in respect of which such
    Guaranty Obligation is made or, if not stated or if indeterminable,
    the maximum reasonably anticipated liability in respect thereof.
    
               "Hazardous Materials" means all those substances which are
    regulated by, or which may form the basis of liability under, any
    Environmental Law, including all substances identified under any
    Environmental Law as a pollutant, contaminant, hazardous waste,
    hazardous constituent, special waste, hazardous substance, hazardous
    material or toxic substance, or petroleum or petroleum derived
    substance or waste.
    
               "Indebtedness" of any Person means, without duplication,
    (a) all indebtedness for borrowed money; (b) all obligations issued,
    undertaken or assumed as the deferred purchase price of property or
    services; (c) all reimbursement obligations with respect to surety
    bonds, letters of credit and similar instruments (in each case, to the
    extent material or non-contingent); (d) all obligations evidenced by
    notes, bonds, debentures or similar instruments, including obligations
    so evidenced incurred in connection with the acquisition of property,
    assets or businesses; (e) all indebtedness created or arising under
    any conditional sale or other title retention agreement, or incurred
    as financing, in either case with respect to property acquired by the
    Person (even though the rights and remedies of the seller or lender
    under such agreement in the event of default are limited to
    repossession or sale of such property); (f) all indebtedness referred
    to in clauses (a) through (e) above secured by (or for which the
    holder of such Indebtedness has an existing right, contingent or
    otherwise, to be secured by) any Lien upon or in property owned by
    such Person, even though such Person has not assumed or become liable
    for the payment of such Indebtedness; and (g) all Guaranty Obligations
    in respect of indebtedness or obligations of others of the kinds
    referred to in clauses (a) through (e) above.
    
               "Indemnified Liabilities" has the meaning specified in
    Section 10.5.
    
               "Indemnified Person" has the meaning specified in
    Section 10.5.
    
               "Insolvency Proceeding" means (a) any case, action or
    proceeding before any court or other Governmental Authority relating
    to bankruptcy, reorganization, insolvency, liquidation, receivership,
    dissolution, winding-up or relief of debtors, or (b) any general
    assignment for the benefit of creditors, composition, marshaling of
    assets for creditors or other similar arrangement in respect of its
    creditors generally or any substantial portion of its creditors; in
    each case (a) and (b) undertaken under U.S. federal, state or foreign
    law, including the Bankruptcy Code.
    
               "Interest Payment Date" means the first day of each month
    following disbursement of the initial Loan.
    
               "Interest Period" means, with respect to any LIBOR Rate
    Loan, the period commencing on the Business Day the Loan is disbursed
    or continued or on the Conversion Date on which the Loan is converted
    to a LIBOR Rate Loan and ending on the date thirty (30), sixty (60),
    ninety (90) or one hundred eighty (180) days, or one (1) year,
    thereafter, as selected by the Company in its Borrowing Notice or
    Conversion/Continuation Notice; provided that:
    
                    (a)  if any Interest Period pertaining to a LIBOR Rate
          Loan would otherwise end on a day that is not a Business Day,
          that Interest Period shall be extended to the next succeeding
          Business Day unless the result of such extension would be to
          carry such Interest Period into another calendar month, in which
          event such Interest Period shall end on the immediately preceding
          Business Day; and
    
                    (b)  any Interest Period pertaining to a LIBOR Rate
          Loan that begins on the last Business Day of a calendar month (or
          on a day for which there is no numerically corresponding day in
          the calendar month at the end of such Interest Period) shall end
          on the last Business Day of the calendar month at the end of such
          Interest Period.
    
               "Lending Office" means, as to any Bank, the office specified
    as its "Lending Office" opposite its name on the signature pages
    hereto, or such other office as such Bank may specify to the Company
    and the Administrative Agent from time to time.
    
               "LIBOR" means the per annum rate of interest, rounded
    upward, if necessary, to the nearest 1/16th of one percent (0.0625%),
    at which the Administrative Agent's London Branch, London, England,
    would offer U.S. dollar deposits in amounts and for periods comparable
    to those of the applicable LIBOR Rate Loan and Interest Period to
    major banks in the London U.S. dollar inter-bank market at
    approximately 11:00 a.m., London time, on the first Business Day after
    the Company's rate election.
    
               "LIBOR Rate" means, for each Interest Period in respect of
    any LIBOR Rate Loan, the per annum rate of interest, rounded upward,
    if necessary, to the nearest 1/100th of one percent, determined by the
    following formula:
    
                                    LIBOR            
                       
                    LIBOR Rate = (1.00   Reserve Percentage)
    
               "LIBOR Rate Borrowing" means a Borrowing consisting of LIBOR
    Rate Loans.
    
               "LIBOR Rate Loan" means a Loan that bears interest based on
    the LIBOR Rate.
    
               "Lien" means any mortgage, deed of trust, pledge,
    hypothecation, assignment, charge or deposit arrangement, encumbrance,
    lien (statutory or other) or preference, priority or other security
    interest or preferential arrangement of any kind or nature whatsoever
    (including those created by, arising under or evidenced by any
    conditional sale or other title retention agreement, the lessor's
    interest under a capital lease (determined in accordance with GAAP),
    any financing lease having substantially the same economic effect as
    any of the foregoing, or the filing of any financing statement under
    the UCC or any comparable law naming the owner of the asset to which
    such lien relates as debtor) and any contingent or other agreement to
    provide any of the foregoing, but not including the interest of a
    lessor under an operating lease (determined in accordance with GAAP).
    
               "Loan" means an extension of credit by a Bank to the Company
    pursuant to Article 2, and may be a Reference Rate Loan or a LIBOR
    Rate Loan.
    
               "Loan Documents" means (a) this Agreement, (b) the Revolving
    Notes, (c) each Guaranty and (d) all documents delivered to the
    Administrative Agent, on behalf of the Banks, in connection therewith,
    but excludes the Secured Loan Agreement and all documents delivered to
    the Administrative Agent, on behalf of the Banks, in connection with
    the Secured Loan Agreement.
    
               "Majority Banks" means at any time at least two (2) Banks
    then holding at least 66-2/3% 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 66-2/3% of the unborrowed
    Commitments); provided, however, that if at any time there is only one
    Bank, then such one Bank shall constitute Majority Banks.
    
               "Margin Stock" means "margin stock" as such term is defined
    in Regulation G, T, U  or X of the Federal Reserve Board. 
    
               "Material Adverse Effect" means a material adverse change
    in, or a material adverse effect upon, any of (a) the operations,
    business, properties, condition (financial or otherwise) or prospects
    of the Company, the Company and its Subsidiaries taken as a whole, or
    the Company, its Subsidiaries and the Permitted Partnerships taken as
    a whole; (b) the ability of the Company to perform under any Loan
    Document and avoid any Event of Default; or (c) the legality,
    validity, binding effect or enforceability of any Loan Document.
    
               "Maturity Date" means June 1, 2001, as the same may be
    extended pursuant to Section 2.7.
    
               "Maximum Commitment Amount" means, at any time, an amount
    equal to $50,000,000.00, subject to the provisions of Section 2.5.
    
               "Multi-employer Plan" means a "multi-employer plan" (within
    the meaning of Section 4001(a)(3) of ERISA) to which any member of the
    Controlled Group (i) makes, is making, or is obligated to make
    contributions, or (ii) during the preceding three calendar years has
    made, or has been obligated to make, contributions.
    
               "Notice of Lien" means any "notice of lien" or similar
    document intended to be filed or recorded with any court, registry,
    recorder's office, central filing office or other Governmental
    Authority for the purpose of evidencing, creating, perfecting or
    preserving the priority of a Lien securing obligations owing to a
    Governmental Authority.
    
               "Obligations" means all Loans and other Indebtedness,
    advances, debts, liabilities, obligations, covenants and duties owing
    from the Company to the Administrative Agent, any Bank or any other
    Person required to be indemnified under any Loan Document, of any kind
    or nature, present or future, whether or not evidenced by any note,
    guaranty or other instrument, and arising under this Agreement or
    under any other Loan Document, whether or not for the payment of
    money, whether arising by reason of an extension of credit, loan,
    guaranty, indemnification or in any other manner, whether direct or
    indirect (including those acquired by assignment), absolute or
    contingent, due or to become due, now existing or hereafter arising
    and however acquired.
    
               "Ordinary Course of Business" means, in respect of any
    transaction involving the Company, any Subsidiary of the Company or
    any Permitted Partnership, the ordinary course of such Person's
    business, substantially as conducted by any such Person prior to or as
    of the Closing Date, and undertaken by such Person in good faith and
    not for purposes of evading any covenant or restriction in any Loan
    Document.
    
               "Organization Documents" means, (a) for any corporation, the
    certificate or articles of incorporation, the bylaws, any certificate
    of determination or instrument relating to the rights of preferred
    shareholders of such corporation, and all applicable resolutions of
    the board of directors (or any committee thereof) of such corporation,
    and (b) for any partnership, the partnership agreement, statement or
    certificate of partnership and any fictitious business name or other
    filing relating to such partnership.
    
               "Parcel" means a parcel of real property that is owned in
    fee by the Company.
    
               "Participant" has the meaning specified in
    subsection 10.8.3.
    
               "PBGC" means the Pension Benefit Guaranty Corporation or any
    entity succeeding to any or all of its functions under ERISA.
    
               "Permitted Liens" has the meaning specified in Section 7.1.
    
               "Permitted Partnership" means a limited partnership formed
    to acquire one or more parcels of real property in which (i) the
    Company is the sole general partner, (ii) the Company has sole
    management control of such limited partnership and its properties,
    (iii) such limited partnership has acquired all of its real property
    assets from one or more of the limited partners, and the limited
    partners have received only limited partnership interests in such
    limited partnership in exchange for their contributions of real
    property to such limited partnership, (iv) distributions on interests
    in such limited partnership at any time are based solely on the amount
    of dividends payable on the Company's common stock at such time, and
    (v) such limited partnership has executed and delivered to the
    Administrative Agent, for the benefit of the Banks, a guaranty of the
    Company's obligations under the Loan Documents.  Bedford Realty
    Partners, L.P., a California limited partnership, is a Permitted
    Partnership.
    
               "Person" means an individual, partnership, corporation,
    business trust, joint stock company, limited liability company, trust,
    unincorporated association, joint venture or Governmental Authority.
    
               "Plan" means an employee benefit plan (as defined in
    Section 3(3) of ERISA) which the Company or any member of the
    Controlled Group sponsors or maintains or to which the Company or any
    member of the Controlled Group makes, is making or is obligated to
    make contributions, and includes any Multi-employer Plan or Qualified
    Plan.
    
               "Property" means any estate or interest in any kind of
    property or asset, whether real, personal or mixed, and whether
    tangible or intangible.
    
               "Pro Rata Share" means, as to any Bank at any time, the
    percentage equivalent (expressed as a decimal rounded to the ninth
    decimal place) at such time of such Bank's share of the credit and the
    outstanding Loans.
    
               "Qualified Plan" means a pension plan (as defined in
    Section 3(2) of ERISA) intended to be tax-qualified under
    Section 401(a) of the Code and which any member of the Controlled
    Group sponsors, maintains, or to which it makes, is making or is
    obligated to make contributions, or in the case of a multiple employer
    plan (as described in Section 4064(a) of ERISA) has made contributions
    at any time during the immediately preceding period covering at least
    five (5) plan years, but excluding any Multi-employer Plan.
    
               "Reference Rate" means the per annum rate of interest
    publicly announced from time to time by the Administrative Agent at
    San Francisco, California, as its "Reference Rate."  The Reference
    Rate is set by the Administrative Agent based on various factors,
    including the Administrative Agent's costs and desired return, general
    economic conditions and other factors, and is used as a reference
    point for pricing loans.  The Administrative Agent may price loans at,
    above or below the Reference Rate.  Any change in the Reference Rate
    shall take effect on the day specified in the public announcement of
    such change.
    
               "Reference Rate Borrowing" means a Borrowing consisting of
    Reference Rate Loans.
    
               "Reference Rate Loan" means a Loan that bears interest based
    on the Reference Rate.
    
               "Reportable Event" means, as to any Plan, (a) any of the
    events set forth in Section 4043(b) of ERISA or the regulations
    thereunder, other than any such event for which the 30-day notice
    requirement under ERISA has been waived in regulations issued by the
    PBGC, (b) a withdrawal from a Plan described in Section 4063 of ERISA,
    or (c) a cessation of operations described in Section 4062(e) of
    ERISA.
    
               "Requirement of Law" means, as to any Person, any law
    (statutory or common), treaty, rule or regulation, or any
    determination of an arbitrator or of a Governmental Authority, in each
    case applicable to or binding upon such Person or any of its property
    or to which such Person or any of its property is subject.
    
               "Reserve Percentage" means the total of the maximum reserve
    percentages for determining the reserves to be maintained by member
    banks of the Federal Reserve System for "eurocurrency liabilities," as
    defined in Federal Reserve Board Regulation D.  The Reserve Percentage
    shall be expressed in decimal form and rounded upward, if necessary,
    to the nearest 1/100th of one percent, and shall include marginal,
    emergency, supplemental, special and other reserve percentages.
    
               "Responsible Officer" means the chief executive officer or
    the president of the Company, or any other officer having
    substantially the same authority and responsibility or, with respect
    to financial matters, the chief financial officer or the treasurer of
    the Company, or any other officer having substantially the same
    authority and responsibility.
    
               "Revolving Note" means a promissory note of the Company
    payable to the order of a Bank in substantially the form of Exhibit C,
    and any amendments, supplements, modifications, renewals,
    replacements, consolidations and extensions thereof, evidencing the
    aggregate indebtedness of the Company to a Bank resulting from Loans
    made by such Bank pursuant to this Agreement; "Revolving Notes" means,
    at any time, all of the Revolving Notes executed by the Company in
    favor of a Bank outstanding at such time.
    
               "SEC" means the Securities and Exchange Commission, or any
    successor thereto.
    
               "Secured Loan Agreement" means that certain Fourth Amended
    and Restated Credit Agreement (Secured Loan) of even date herewith
    among the Company, the Banks, and BofA, as administrative agent for
    the Banks.
    
               "Solvent" means, as to any Person at any time, that (a) the
    fair value of the Property of such Person is greater than the amount
    of such Person's liabilities (including disputed, contingent and
    unliquidated liabilities) as such value is established and liabilities
    evaluated for purposes of Section 101(32) of the Bankruptcy Code and,
    in the alternative, for purposes of the California Uniform Fraudulent
    Transfer Act and any other applicable fraudulent conveyance statute;
    (b) the present fair saleable value of the Property of such Person is
    not less than the amount that will be required to pay the probable
    liability of such Person on its debts as they become absolute and
    matured; (c) such Person is able to realize upon its Property and pay
    its debts and other liabilities (including disputed, contingent and
    unliquidated liabilities) as they mature in the normal course of
    business; (d) such Person does not intend to, and does not believe
    that it will, incur debts or liabilities beyond such Person's ability
    to pay as such debts and liabilities mature; and (e) such Person is
    not engaged in business or a transaction, and is not about to engage
    in business or a transaction, for which such Person's property would
    constitute unreasonably small capital.
    
               "Specified Swap Contract" means any Swap Contract made or
    entered into at any time, or in effect at any time, whether as a
    result of assignment or transfer or otherwise, between the Company and
    any Swap Provider, which Swap Contract is entered into for the purpose
    of mitigating interest rate or currency exchange risk relating to any
    Loan and as to which the Company's final scheduled payment is not
    later than the Maturity Date.
    
               "Specified Swap Exposure" means, at any time, an amount
    equal to the sum of (a) ten percent (10%) of the notional amount of
    each interest rate Specified Swap Contract outstanding at such time,
    and (b) three percent (3%) of the notional amount of each interest
    rate floor or interest rate collar Specified Swap Contract outstanding
    at such time.
    
               "Specified Swap Obligations" has the meaning specified in
    Section 8.5.
    
               "Subsidiary" of a Person means any corporation, association,
    partnership, joint venture or other business entity of which more
    than 50% of the voting stock, membership interests or other equity
    interests (in the case of Persons other than corporations), is owned
    or controlled directly or indirectly by the Person, or one or more of
    the Subsidiaries of the Person, or a combination thereof.
    
               "Swap Contract" means any agreement, whether or not in
    writing, relating to any transaction that is a rate swap, basis swap,
    forward rate transaction, commodity swap, commodity option, equity or
    equity index swap or option, bond, note or bill option, interest rate
    option, forward foreign exchange transaction, cap, collar or floor
    transaction, currency swap, cross-currency rate swap, swaption,
    currency option or any other, similar transaction (including any
    option to enter into any of the foregoing) or any combination of the
    foregoing and, unless the context otherwise clearly requires, any
    master agreement relating to or governing any or all of the foregoing.
    
               "Swap Provider" means any Bank, or any Affiliate of any
    Bank, that is at the time of determination a party to a Swap Contract
    with the Company.
    
               "Tangible Net Worth" means, at any time, the total
    consolidated stockholders' equity of the Company at such time, plus
    the amount of minority interests in all Permitted Partnerships at such
    time (valuing preferred stock at face value and excluding as assets
    (i) any loans to tenants for tenant improvements and (ii) goodwill and
    other intangible assets, and valuing all real property at the lower of
    book or market value (where market value of a real property is based
    on the most recent appraisal of such real property, if any,  performed
    for the benefit of the Banks pursuant to an agreement between the
    Company and the Banks)), as evidenced by the Company's most recently
    delivered financial statements.
    
               "Transferee" has the meaning specified in subsection 10.8.5.
    
               "Type" means, in connection with a Loan, the
    characterization of such loan as a Reference Rate Loan or a LIBOR Rate
    Loan.
    
               "UCC" means the Uniform Commercial Code as in effect in any
    jurisdiction, as the same may be amended, modified or supplemented
    from time to time.
    
               "Unfunded Pension Liabilities" means the excess of a Plan's
    benefit liabilities under Section 4001(a)(16) of ERISA, over the
    current value of that Plan's assets, determined in accordance with the
    assumptions used by the Plan's actuaries for funding the Plan pursuant
    to Section 412 of the Code for the applicable plan year.
    
               "Working Capital Availability" means, at any time, the
    difference between (a) $10,000,000.00 and (b) aggregate principal
    amount of all outstanding Working Capital Borrowings at such time.
    
               "Working Capital Borrowing" means a Borrowing used or to be
    used to finance the Company's operations.
    
               1.2  Other Interpretive Provisions.
    
                    1.2.1     Use of Defined Terms.  Unless otherwise
    specified herein or therein, all terms defined in this Agreement shall
    have the defined meanings when used in any certificate or other
    document made or delivered pursuant to this Agreement.  The meaning of
    defined terms shall be equally applicable to the singular and plural
    forms of the defined terms.  Terms (including uncapitalized terms) not
    otherwise defined herein and that are defined in the UCC shall have
    the meanings therein described.
    
                    1.2.2     Certain Common Terms.
    
                    (a)  The Agreement.  The words "hereof," "herein,"
          "hereunder" and words of similar import when used in this
          Agreement shall refer to this Agreement as a whole and not to any
          particular provision of this Agreement, and section, schedule and
          exhibit references are to this Agreement unless otherwise
          specified.
    
                    (b)  Documents.  The term "documents" includes any and
          all instruments, documents, agreements, certificates, indentures,
          notices and other writings, however evidenced.
    
                    (c)  Including.  The term "including" is not limiting,
          and means "including without limitation."
    
                    (d)  Performance.  Whenever any performance obligation
          hereunder (other than a payment obligation) shall be stated to be
          due or required to be satisfied on a day other than a Business
          Day, such performance shall be made or satisfied on the next
          succeeding Business Day.  In the computation of periods of time
          from a specified date to a later specified date, the word "from"
          means "from and including"; the words "to" and "until" each mean
          "to but excluding," and the word "through" means "to and
          including".  If any provision of this Agreement refers to any
          action taken or to be taken by any Person, or which such Person
          is prohibited from taking, such provision shall be interpreted to
          encompass any and all means, direct or indirect, of taking or not
          taking such action.
    
                    (e)  Contracts.  Unless otherwise expressly provided
          in this Agreement, references to agreements and other contractual
          instruments shall be deemed to include all subsequent amendments
          and other modifications thereto, but only to the extent such
          amendments and other modifications are not prohibited by the
          terms of any Loan Document.
    
                    (f)  Laws.  References to any statute or regulation
          are to be construed as including all statutory and regulatory
          provisions consolidating, amending or replacing the statute or
          regulation.
    
                    (g)  Captions.  The captions and headings of this
          Agreement are for convenience of reference only, and shall not
          affect the construction of this Agreement.
    
                    (h)  Independence of Provisions.  The parties
          acknowledge that this Agreement and the other Loan Documents may
          use several different limitations, tests or measurements to
          regulate the same or similar matters, and that such limitations,
          tests and measurements are cumulative and must each be performed,
          except as expressly stated to the contrary in this Agreement.
    
                    (i)  Exhibits and Schedules.  All of the exhibits and
          schedules attached to this Agreement are incorporated herein by
          this reference.
    
                    1.2.3     Accounting Principles.
    
                    (a)  Accounting Terms.  Unless the context otherwise
          clearly requires, all accounting terms not expressly defined
          herein shall be construed, and all financial computations
          required under this Agreement shall be made, in accordance with
          GAAP, consistently applied.
    
                    (b)   Fiscal Periods.  References herein to "fiscal
          year" and "fiscal quarter" refer to such fiscal periods of the
          Company.
    
          2.   The Credit.
    
               2.1  Amount and Terms of Commitment.  Each Bank severally
    agrees, on the terms and subject to the conditions hereinafter set
    forth, to make Loans to the Company from time to time on any Business
    Day during the period from the Closing Date to the Maturity Date (i)
    in an aggregate amount not to exceed at any time such Bank's Pro Rata
    Share of the Working Capital Availability, for the purpose of
    financing the Company's operations, including development activities
    (subject to the provisions of Sections 7.15 and 7.16), and (ii) in an
    aggregate amount not to exceed at any time such Bank's Pro Rata Share
    of the Availability, for the purpose of facilitating the Company's
    acquisition of improved real property that will, upon acquisition,
    satisfy all of the conditions of Section 4.1 (and thereby become
    Approved Unencumbered Parcels); provided, however, that the aggregate
    outstanding principal amount of Loans comprising Working Capital
    Borrowings shall not at any time exceed Ten Million Dollars
    ($10,000,000.00); and provided further, however, that the aggregate
    amount of any Acquisition Borrowing shall not exceed fifty-five
    percent (55%) of the Acquisition Cost of the Approved Unencumbered
    Parcel to which such Acquisition Borrowing relates.  Notwithstanding
    any contrary provision of this Agreement, the aggregate principal
    amount of all outstanding Loans shall not at any time exceed the
    Maximum Commitment Amount.  Within the limits of the Availability (or,
    in the case of Borrowings to finance the Company's operations, the
    Working Capital Availability), and subject to the other terms and
    conditions hereof, the Company may borrow under this Section 2.1,
    repay pursuant to Section 2.7 and reborrow pursuant to this
    Section 2.1.
    
               2.2  Loan Accounts.
    
                    2.2.1     The Loans made by each Bank shall be
    evidenced by one or more loan accounts or records maintained by such
    Bank and the Administrative Agent in the ordinary course of business. 
    The loan accounts or records maintained by the Administrative Agent
    and each Bank shall be conclusive absent manifest error of the amounts
    of the Loans made by the Banks to the Company and the interest and
    payments thereon.  Any failure so to record or any error in doing so
    shall not, however, limit or otherwise affect the obligation of the
    Company hereunder to pay any amount owing with respect to the Loans.
    
                    2.2.2     The Loans made by each Bank shall be
    evidenced by a Revolving Note payable to the order of such Bank in an
    amount equal to such Bank's Pro Rata Share of the Maximum Commitment
    Amount on the Closing Date.  Such Bank may endorse on the schedule
    annexed to its Revolving Note(s) the date, amount and maturity of each
    Loan that it makes (which shall not include undrawn amounts on
    outstanding Letters of Credit, but shall include the amounts of any
    drawings on outstanding Letters of Credit), the purpose of the Loan,
    the amount of each payment of principal that the Company makes with
    respect thereto and the source of the funds from which each principal
    payment is made.  The Company irrevocably authorizes each Bank to
    endorse its Revolving Note(s), and such Bank's record shall be
    conclusive absent manifest error; provided, however, that any Bank's
    failure to make, or its error in making, a notation thereon with
    respect to any Loan shall not limit or otherwise affect the Company's
    obligations to such Bank hereunder or under its Revolving Note(s).
    
               2.3  Procedure for Obtaining Credit.  Each Borrowing shall
    be made upon the irrevocable written notice (including notice via
    facsimile confirmed immediately by a telephone call) of the Company in
    the form of a Borrowing Notice (which notice must be received by the
    Administrative Agent prior to 9:30 a.m., San Francisco time,
    (i) three (3) Business Days prior to the requested borrowing date, in
    the case of LIBOR Rate Loans, or (ii) on the requested borrowing date,
    in the case of Reference Rate Loans), specifying:
    
                    (a)  the amount of the Borrowing, which shall be in an
          aggregate minimum principal amount of (i) Two Hundred Fifty
          Thousand dollars ($250,000) for Reference Rate Borrowings, and
          (ii) One Million dollars ($1,000,000) for any LIBOR Rate
          Borrowings;
    
                    (b)  the requested borrowing date, which shall be a
          Business Day;
    
                    (c)  the Type of Loans comprising the Borrowing and
          the purpose of such Borrowing;
    
                    (d)  in the case of a LIBOR Rate Borrowing, the
          duration of the Interest Period applicable to the Loans
          comprising such LIBOR Rate Borrowing.  If the Borrowing Notice
          fails to specify the duration of the Interest Period for the
          Loans comprising a LIBOR Rate Borrowing, such Interest Period
          shall be thirty (30) days.
    
    Unless the Majority Banks otherwise agree, during the existence of a
    Default or Event of Default, the Company may not elect to have a Loan
    made as, or converted into or continued as, a LIBOR Rate Loan.  After
    giving effect to any Loan, there shall not be more than eight (8)
    different Interest Periods in effect.
    
               2.4  Conversion and Continuation Elections.
    
                    2.4.1     The Company may, upon irrevocable written
    notice to the Administrative Agent in accordance with
    subsection 2.4.2:
    
                    (a)  elect to convert, on any Business Day, any
          Reference Rate Loans (or any part thereof in an amount not less
          than $1,000,000.00) into LIBOR Rate Loans;
    
                    (b)  elect to convert on any Interest Payment Date any
          LIBOR Rate Loans maturing on such Interest Payment Date (or any
          part thereof in an amount not less than $1,000,000.00) into
          Reference Rate Loans; or
    
                    (c)  elect to renew on any Interest Payment Date any
          LIBOR Rate Loans maturing on such Interest Payment Date (or any
          part thereof in an amount not less than $1,000,000.00); 
    
    provided, that if the aggregate amount of LIBOR Rate Loans in respect
    of any Borrowing shall have been reduced, by payment, prepayment or
    conversion of part thereof, to less than $1,000,000.00, such LIBOR
    Rate Loans shall automatically convert into Reference Rate Loans, and
    on and after such date the right of the Company to continue such Loans
    as, and convert such Loans into, LIBOR Rate Loans shall terminate.
    
                    2.4.2     The Company shall deliver by telex, cable
    or facsimile, confirmed immediately in writing, a Notice of
    Conversion/Continuation (which notice must be received by the
    Administrative Agent not later than 9:30 a.m. San Francisco time,
    (i) at least three (3) Business Days prior to the Conversion Date or
    continuation date, if the Loans are to be converted into or continued
    as LIBOR Rate Loans, or (ii) on the Conversion Date, if the Loans are
    to be converted into Reference Rate Loans) specifying:
    
                    (a)  the proposed Conversion Date or continuation
          date;
    
                    (b)  the aggregate amount of Loans to be converted or
          continued;
    
                    (c)  the nature of the proposed conversion or
          continuation; and
    
                    (d)  if the Company elects to convert a Reference Rate
          Loan into a LIBOR Rate Loan or elects to continue a LIBOR Rate
          Loan, the duration of the Interest Period applicable to such
          Loan.  If the Conversion/Continuation Notice fails to specify the
          duration of the Interest Period for a LIBOR Rate Loan, such
          Interest Period shall be thirty (30) days.
    
                    2.4.3     If upon the expiration of any Interest
    Period applicable to LIBOR Rate Loans the Company has failed to select
    a new Interest Period to be applicable to LIBOR Rate Loans, or if any
    Default or Event of Default shall then exist, the Company shall be
    deemed to have elected to convert LIBOR Rate Loans into Reference Rate
    Loans effective as of the expiration date of such current Interest
    Period.
    
                    2.4.4     Notwithstanding any other provision
    contained in this Agreement, after giving effect to any conversion or
    continuation of any Loans, there shall not be more than eight (8)
    different Interest Periods in effect.
    
               2.5  Voluntary Termination or Reduction of Commitment.  The
    Company may, upon not less than ninety (90) days' prior written notice
    to the Administrative Agent, terminate the Banks' commitment to make
    Loans to the Company, or permanently reduce the Maximum Commitment
    Amount by a minimum amount of $1,000,000.00 or any multiple of
    $1,000,000.00 in excess thereof; provided, however, that the Company
    shall reduce the Maximum Commitment Amount from time to time so as not
    to exceed the "Maximum Commitment Amount" under and as defined in the
    Secured Loan Agreement.  Once reduced in accordance with this
    Section 2.5, the Maximum Commitment Amount may not be increased.  Any
    reduction of the commitment amounts shall be applied to each Bank
    according to its Pro Rata Share.
    
               2.6  Principal Payments.
    
                    2.6.1     Optional Repayments.  Subject to
    Section 3.4, the Company may, at any time or from time to time, upon
    at least one (1) Business Day's prior written notice to the
    Administrative Agent, ratably prepay Loans in part in an amount not
    less than $250,000.00.  Such notice of prepayment shall specify the
    date and amount of such prepayment, the Type(s) of Loans to be repaid
    and whether the amounts being repaid constitute Acquisition Borrowings
    or Working Capital Borrowings.  The Administrative Agent will promptly
    notify each Bank of its receipt of any such notice, such Bank's
    Pro Rata Share of such prepayment, and whether the prepaid amounts
    constitute Acquisition Borrowings or Working Capital Borrowings.  If
    the Company gives a prepayment notice to the Administrative Agent,
    such notice is irrevocable and the prepayment amount specified in such
    notice shall be due and payable on the date specified therein,
    together with accrued interest to such date, if required by the
    Administrative Agent, on the amount prepaid and all amounts required
    to be paid pursuant to Section 3.4.
    
                    2.6.2     Mandatory Repayments.
    
                    (a)  Availability Limit.  Should the aggregate
    principal amount of the outstanding Loans at any time exceed the
    Availability, the Company shall immediately repay such excess to the
    Administrative Agent, for the account of the Banks.  Should the
    aggregate principal amount of the outstanding Working Capital
    Borrowings at any time exceed the Working Capital Availability, the
    Company shall immediately repay such excess to the Administrative
    Agent, for the account of the Banks.
    
                    (b)  Acquisition Borrowings.  The Company shall repay
    each Acquisition Borrowing on the earliest of (i) six (6) months after
    the date on which the Loans comprising such Acquisition Borrowing were
    made, or (ii) the date on which the Approved Unencumbered Parcel to
    which such Acquisition Borrowing relates is refinanced, or (iii) the
    date of any Disposition of the Approved Unencumbered Parcel to which
    such Acquisition Borrowing relates.
    
                    (c)  Amortization Payments.  Provided that all of the
    conditions set forth in Section 2.7 have been satisfied or waived, the
    Company shall pay to the Administrative Agent, for the Account of the
    Banks, on each Interest Payment Date during the period from and after
    June 1, 2001, an amount equal to one-two hundred fortieths (1/240) of
    the aggregate principal amount of the Loans outstanding on the initial
    Maturity Date.
    
                    (d)  Application of Repayments.  Any repayments
    pursuant to this subsection 2.6.2 shall be (i) subject to Section 3.4,
    and (ii) applied first to any Reference Rate Loans then outstanding
    and then to LIBOR Rate Loans with the shortest Interest Periods
    remaining. 
    
                    2.6.3     Repayment at Maturity.  Notwithstanding any
    contrary provision of this Agreement, the Company shall repay the
    principal amount of all outstanding Loans on the Maturity Date or, if
    earlier, upon termination of the Banks' commitment pursuant to
    Section 2.5.
    
               2.7  Extension of Maturity Date.  Upon the Company's
    written request, delivered to the Administrative Agent at least sixty
    (60) days and not more than 180 days prior to the initial Maturity
    Date, such Maturity Date may be extended for a single period of one
    (1) year, provided that:
    
                    (a)  No Default or Event of Default shall have
          occurred and remain uncured on the initial Maturity Date, and the
          Administrative Agent shall have received a certificate to that
          effect signed by an authorized representative of the Company;
    
                    (b)  The representations and warranties set forth in
          this Agreement and the other Loan Documents shall be correct as
          of the initial Maturity Date as though made on and as of that
          date, and the Administrative Agent shall have received a
          certificate to that effect signed by a Responsible Officer;
    
                    (c)  The condition set forth in subsection 4.3.5 shall
          have been satisfied to the extent necessary to evidence the
          extension of the Maturity Date.
    
    On the initial Maturity Date, the Maximum Commitment Amount will
    automatically be reduced to the aggregate outstanding principal amount
    of the Loans on such date.   During the period from and after the
    initial Maturity Date, the Company shall have no right to request, and
    the Banks shall have no obligation to make, Loans to the Company.
    
               2.8  Interest.
    
                    2.8.1     Accrual Rate.  Subject to subsection 2.8.3,
    each Loan shall bear interest on the outstanding principal amount
    thereof from the date when made  until it becomes due at a rate per
    annum equal to the LIBOR Rate or the Reference Rate, as the case may
    be, plus the Applicable Margin.
    
                    2.8.2     Payment.  Interest on each Loan shall be
    payable in arrears on each Interest Payment Date.  Interest shall also
    be payable on the date of any repayment of Loans pursuant to
    subsections 2.6.1 and 2.6.2 for the portion of the Loans so repaid and
    upon payment (including prepayment) in full thereof, if required by
    the Administrative Agent, and, during the existence of any Event of
    Default, interest shall be payable on demand.
    
                    2.8.3     Default Interest.  Commencing (i) ten (10)
    Business Days after the occurrence of any Event of Default under
    subsection 8.1.3 or (ii) upon the occurrence of any other Event of
    Default, and continuing thereafter while such Event of Default exists,
    or after maturity or acceleration, the Company shall pay interest
    (after as well as before entry of judgment thereon to the extent
    permitted by law) on the principal amount of all Obligations due and
    unpaid, at a rate per annum which is determined by adding 3% per annum
    to the Applicable Margin then in effect for such Loans; provided,
    however, that, on and after the expiration of any Interest Period
    applicable to any LIBOR Rate Loan outstanding on the date of
    occurrence of such Event of Default or acceleration, the principal
    amount of such Loan shall, during the continuation of such Event of
    Default or after acceleration, bear interest at a rate per annum equal
    to the Reference Rate plus 3%.
    
                    2.8.4     Maximum Legal Rate.  Notwithstanding any
    contrary provision this Agreement, the Company's obligations to any
    Bank hereunder shall be subject to the limitation that payments of
    interest shall not be required, for any period for which interest is
    computed hereunder, to the extent (but only to the extent) that such
    Bank's contracting for or receiving such payment would be contrary to
    the provisions of any law applicable to such Bank limiting the highest
    rate of interest that such Bank may lawfully contract for, charge or
    receive, and in such event the Company shall pay such Bank interest at
    the highest rate permitted by applicable law.
    
               2.9  Computation of Interest.  All computations of interest
    under this Agreement shall be made on the basis of a 360-day year and
    actual days elapsed, which results in more interest being paid than if
    computed on the basis of a 365-day year.  Interest shall accrue during
    each period during which interest is computed from the first day
    thereof to the last day thereof.  Any change in the interest rate on a
    Loan resulting from a change in the Reference Rate or the Reserve
    Percentage shall become effective as of the opening of business on the
    day on which such change in the Reference Rate or the Reserve
    Percentage becomes effective.  Each determination of an interest rate
    by the Administrative Agent pursuant to any provision of this
    Agreement shall be conclusive and binding on the Company and the Banks
    in the absence of manifest error.
    
               2.10 Payments by the Company.  
    
                    2.10.1   All payments (including prepayments) to be
    made by the Company on account of principal, interest, fees and other
    amounts required hereunder shall be made without set off or
    counterclaim and shall, except as otherwise expressly provided herein,
    be made to the Administrative Agent for the account of the Banks at
    the Administrative Agent's Payment Office, in dollars and in
    immediately available funds, no later than 10:00 a.m. San Francisco
    time on the date specified herein.  The Administrative Agent will
    promptly distribute to each Bank its Pro Rata Share (or other
    applicable share as provided herein) of such payment in like funds as
    received.  Any payment received by the Administrative Agent later than
    10:00 a.m. San Francisco time shall be deemed to have been received on
    the immediately succeeding Business Day and any applicable interest or
    fee shall continue to accrue.  
    
                    2.10.2   Subject to the provisions set forth in the
    definition of the term "Interest Period," whenever any payment
    hereunder is stated to be due on a day other than a Business Day, such
    payment shall be made on the next succeeding Business Day, and such
    extension of time shall in such case be included in the computation of
    interest or fees, as the case may be.
    
                    2.10.3   Unless the Administrative Agent receives
    notice from the Company prior to the date on which any payment is due
    and payable to the Banks that the Company will not make such payment
    in full as and when required, the Administrative Agent may assume that
    the Company has made such payment in full to the Administrative Agent
    on such date in immediately available funds and the Administrative
    Agent may (but shall not be so required), in reliance upon such
    assumption, distribute to each Bank on such date an amount equal to
    the amount then due and payable to such Bank.  If and to the extent
    the Company has not made such payment in full to the Administrative
    Agent, each Bank shall repay to the Administrative Agent on demand the
    amount distributed to such Bank, together with interest thereon at the
    Federal Funds Rate for each day from the date such amount is
    distributed to such Bank until the date repaid.
    
               2.11 Payments by the Banks to the Administrative Agent.
    
                    2.11.1   With respect to any Borrowing, unless the
    Administrative Agent receives notice from a Bank at least one (1)
    Business Day prior to the date of such Borrowing, that such Bank will
    not make available to the Administrative Agent, for the account of the
    Company, the amount of that Bank's Pro Rata Share of the Borrowing as
    and when required hereunder, the Administrative Agent may assume that
    each Bank has made such amount available to the Administrative Agent
    in immediately available funds on the borrowing date and the
    Administrative Agent may (but shall not be so required), in reliance
    upon such assumption, make available to the Company on such date a
    corresponding amount.  If and to the extent any Bank shall not have
    made its full amount available to the Administrative Agent in
    immediately available funds and the Administrative Agent in such
    circumstances has made available to the Company such amount, that Bank
    shall, on the Business Day following such borrowing date, make such
    amount available to the Administrative Agent, together with interest
    at the Federal Funds Rate for each day during such period.  A notice
    of the Administrative Agent submitted to any Bank with respect to
    amounts owing under this Section 2.11 shall be conclusive absent
    manifest error.  If such amount is so made available, such payment to
    the Administrative Agent shall constitute such Bank's Loan on the date
    of Borrowing for all purposes of this Agreement.  If such amount is
    not made available to the Administrative Agent on the Business Day
    following the Borrowing Date, the Administrative Agent will notify the
    Company of such failure to fund and, upon demand by the Administrative
    Agent, the Company shall pay such amount to the Administrative Agent
    for the Administrative Agent's account, together with interest thereon
    for each day elapsed since the date of such Borrowing, at a rate per
    annum equal to the interest rate applicable at the time to the Loans
    comprising such Borrowing.
    
                    2.11.2   The failure of any Bank to make any Loan on
    any Borrowing Date shall not relieve any other Bank of any obligation
    hereunder to make a Loan on such Borrowing Date, but no Bank shall be
    responsible for the failure of any other Bank to make the Loan to be
    made by such other Bank on any borrowing date.
    
               2.12 Sharing of Payments, Etc.  If, other than as expressly
    provided elsewhere herein, any Bank shall obtain on account of the
    Obligations owing to it any payment (whether voluntary, involuntary,
    or otherwise) in excess of its ratable share (or other share
    contemplated hereunder), such Bank shall immediately (a) notify the
    Administrative Agent of such fact, and (b) purchase from the other
    Banks such participations in the Loans made by them as shall be
    necessary to cause such purchasing Bank to share the excess payment
    pro rata with each of them; provided, however, that if all or any
    portion of such excess payment is thereafter recovered from the
    purchasing Bank, such purchase shall to that extent be rescinded, and
    each other Bank shall repay to the purchasing Bank the purchase price
    paid therefor, together with an amount equal to such paying Bank's
    ratable share (according to the proportion of (i) the amount of such
    paying Bank's required repayment to (ii) the total amount so recovered
    from the purchasing Bank) of any interest or other amount paid or
    payable by the purchasing Bank in respect of the total amount so
    recovered.  The Company agrees that any Bank so purchasing a
    participation from another Bank may, to the fullest extent permitted
    by law, exercise all its rights of payment (other than the right of
    set-off) with respect to such participation as fully as if such Bank
    were the direct creditor of the Company in the amount of such
    participation.  The Administrative Agent will keep records (which
    shall be conclusive and binding in the absence of manifest error) of
    participations purchased under this Section and will in each case
    notify the Banks following any such purchases or repayments.  
    
               2.13 Increases and Decreases in Pro Rata Shares.  Upon the
    Company's satisfaction of all of the conditions set forth in Section
    4.2 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 reflected in the
    Existing Credit Agreement and the Pro Rata Share reflected in 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.
    
          3.   Taxes, Yield Protection and Illegality.
    
               3.1  Taxes.  If any taxes (other than taxes on a Bank's net
    income) are at any time imposed on any payments under or in respect of
    this Agreement or any instrument or agreement required hereunder,
    including payments made pursuant to this Section 3.1, the Company
    shall pay all such taxes and shall also pay to the Administrative
    Agent, for the account of the applicable Bank, at the time interest is
    paid, all additional amounts which such Bank specifies as necessary to
    preserve the yield, after payment of such taxes, that such Bank would
    have received if such taxes had not been imposed.
    
               3.2  Illegality.
    
                    (a)  If any Bank determines that (i) the introduction
          of any Requirement of Law, or any change in any Requirement of
          Law or in the interpretation or administration thereof, has made
          it unlawful, or (ii) any central bank or other Governmental
          Authority has asserted that it is unlawful, for such Bank or its
          applicable Lending Office to make LIBOR Rate Loans, then, on
          notice thereof by such Bank to the Company and the Administrative
          Agent, the obligation of such Bank to make LIBOR Rate Loans shall
          be suspended until such Bank shall have notified the Company and
          the Administrative Agent that the circumstances giving rise to
          such determination no longer exist.
    
                    (b)  If any Bank determines that it is unlawful to
          maintain any LIBOR Rate Loan, the Company shall, upon its receipt
          of notice of such fact and demand from such Bank (with a copy to
          the Administrative Agent), prepay in full all LIBOR Rate Loans of
          that Bank then outstanding, together with interest accrued
          thereon and any amounts required to be paid in connection
          therewith pursuant to Section 3.4, either on the last day of the
          Interest Period thereof, if such Bank may lawfully continue to
          maintain such LIBOR Rate Loans to such day, or immediately, if
          such Bank may not lawfully continue to maintain such LIBOR Rate
          Loans.
    
                    (c)  Notwithstanding any contrary provision of
          Section 2.1, if the Company is required to prepay any LIBOR Rate
          Loan immediately as provided in subsection 3.2(b), then
          concurrently with such prepayment the Company shall borrow a
          Reference Rate Loan from the affected Bank in the amount of such
          repayment.
    
                    (d)  If the obligation of any Bank to make or maintain
          LIBOR Rate Loans has been terminated, the Company may elect, by
          giving notice to such Bank through the Administrative Agent, that
          all Loans which would otherwise be made by such Bank as LIBOR
          Rate Loans shall instead be Reference Rate Loans.
    
                    (e)  Before giving any notice to the Administrative
          Agent or the Company pursuant to this Section 3.2, the affected
          Bank shall designate a different Lending Office with respect to
          its LIBOR Rate Loans if such designation would avoid the need for
          giving such notice or making such demand and would not, in the
          judgment of such Bank, be illegal or otherwise disadvantageous to
          such Bank.
    
               3.3  Increased Costs and Reduction of Return.
    
                    (a)  If any Bank determines that, due to either
          (i) the introduction of, or any change (other than a change by
          way of imposition of, or increase in, reserve requirements
          included in the Reserve Percentage) in or in the interpretation
          of, any law or regulation or (ii) the compliance by such Bank (or
          its Lending Office) or any Corporation controlling such Bank with
          any guideline or request from any central bank or other
          Governmental Authority (whether or not having the force of law),
          there shall be any increase in the cost to such Bank of agreeing
          to make or making, funding or maintaining any LIBOR Rate Loans,
          then the Company shall be liable for, and shall from time to
          time, upon demand therefor by such Bank with a copy to the
          Administrative Agent, pay to the Administrative Agent for the
          account of such Bank such additional amounts as are sufficient to
          compensate such Bank for such increased costs.
    
                    (b)  If any Bank determines that (i) the introduction
          of any Capital Adequacy Regulation, (ii) any change in any
          Capital Adequacy Regulation, (iii) any change in the
          interpretation or administration of any Capital Adequacy
          Regulation by any central bank or other Governmental Authority
          charged with the interpretation or administration thereof, or
          (iv) compliance by such Bank (or its Lending Office), or any
          corporation controlling such Bank, with any Capital Adequacy
          Regulation affects or would affect the amount of capital that
          such Bank or any corporation controlling such Bank is required or
          expected to maintain, and such Bank (taking into consideration
          such Bank's or such corporation's policies with respect to
          capital adequacy and such Bank's desired return on capital)
          determines that the amount of such capital is increased as a
          consequence of any of its loans, credits or obligations under
          this Agreement, then, upon demand of such Bank to the Company
          through the Administrative Agent, the Company shall immediately
          pay to the Administrative Agent, for the account of such Bank,
          from time to time as specified by such Bank, additional amounts
          sufficient to compensate such Bank for such increase.
    
               3.4  Funding Losses.  The Company agrees to pay to the
    Administrative Agent, from time to time, for the account of the Banks,
    any amount that would be necessary to reimburse the Banks for, and to
    hold the Banks harmless from, any loss or expense which the Banks may
    sustain or incur as a consequence of:
    
                    (a)  the failure of the Company to make any payment or
          prepayment of principal of any LIBOR Rate Loan (including
          payments made after any acceleration thereof);
    
                    (b)  the failure of the Company to borrow, continue or
          convert a Loan after the Company has given (or is deemed to have
          given) a Borrowing Notice or a Conversion/Continuation Notice;
    
                    (c)  the failure of the Company to make any prepayment
          after the Company has given a notice in accordance with
          Section 2.6;
    
                    (d)  the prepayment (including pursuant to
          Section 2.7.2) of a LIBOR Rate Loan on a day which is not the
          last day of the Interest Period with respect thereto;
    
                    (e)  the conversion pursuant to subsection 2.5 of any
          LIBOR Rate Loan to a Reference Rate Loan on a day that is not the
          last day of the respective Interest Period; 
    
    including any such loss or expense arising from the liquidation or
    reemployment of funds obtained to maintain the LIBOR Rate Loans
    hereunder or from fees payable to terminate the deposits from which
    such funds were obtained.  Solely for purposes of calculating amounts
    payable by the Company to the Administrative Agent, for the account of
    the Banks, under this Section 3.4, each LIBOR Rate Loan (and each
    related reserve, special deposit or similar requirement) shall be
    conclusively deemed to have been funded at the LIBOR used in
    determining the LIBOR Rate for such LIBOR Rate Loan by a matching
    deposit or other borrowing in the applicable offshore dollar interbank
    market for a comparable amount and for a comparable period, whether or
    not such LIBOR Rate Loan is in fact so funded.
    
               3.5  Inability to Determine Rates.  If any Bank determines
    that for any reason adequate and reasonable means do not exist for
    ascertaining the LIBOR Rate for any requested Interest Period with
    respect to a proposed LIBOR Rate Loan or that the LIBOR Rate
    applicable pursuant to subsection 2.8.1 for any requested Interest
    Period with respect to a proposed LIBOR Rate Loan does not adequately
    and fairly reflect the cost to such Bank of funding such Loan, such
    Bank will forthwith give notice of such determination to the Company
    through the Administrative Agent.  Thereafter, the obligation of such
    Bank to make or maintain LIBOR Rate Loans hereunder shall be suspended
    until such Bank revokes such notice in writing.  Upon receipt of such
    notice, the Company may revoke any Borrowing Notice or
    Conversion/Continuation Notice then submitted by it.  If the Company
    does not revoke such notice, the affected Bank shall make, convert or
    continue the Loans, as proposed by the Company, in the amount
    specified in the applicable notice submitted by the Company, but such
    Loans shall be made, converted or continued as Reference Rate Loans
    instead of LIBOR Rate Loans.
    
               3.6  Certificate of Bank.  Any Bank, if claiming
    reimbursement or compensation pursuant to this Article 3, shall
    deliver to the Company through the Administrative Agent a certificate
    setting forth in reasonable detail the amount payable to such Bank
    hereunder, and such certificate shall be conclusive and binding on the
    Company in the absence of manifest error.
    
               3.7  Survival.  The agreements and obligations of the
    Company in this Article 3 shall survive the payment and performance of
    all other Obligations.
    
          4.   Conditions Precedent.
    
               4.1  Conditions to Approving Parcels.  Subject to the
    provisions of Section 10.18, a Parcel shall be considered an Approved
    Unencumbered Parcel for purposes of this Agreement upon satisfaction
    of all of the following conditions precedent:
    
                    4.1.1   Fee Ownership.  The Company owns fee title to
    such Parcel.
    
                    4.1.2   Satisfactory Parcel.  Such Parcel either
    (a) is satisfactory to the Majority Banks in their sole and absolute
    discretion or (b) satisfies all of the following conditions:  (1) the
    Parcel is improved, and the improvements located on such Parcel are
    and will be used solely for flexible industrial or warehouse purposes,
    (2) the Acquisition Cost of the Parcel to the Company is less than
    $18,181,818, (3) more than eighty percent (80%) of the net rentable
    area of the improvements located on such Parcel is covered by signed
    leases with third-party tenants having remaining terms of three (3)
    years or longer, and (4) the Administrative Agent has received
    evidence in form and substance satisfactory to the Administrative
    Agent of such Parcel's compliance with the foregoing conditions.
    
                    4.1.3   No Hazardous Materials.  Such Parcel is free
    from all Hazardous Materials, including asbestos, other than
    commercially reasonable quantities of Hazardous Materials typically
    used in properties similar to such Parcel and permitted by all
    applicable Environmental Laws, and the Administrative Agent shall have
    received evidence in form and substance satisfactory to the Majority
    Banks of such Parcel's compliance with this condition.
    
                    4.1.4   No Liens or Negative Pledges.  Such Parcel and
    all related personal property is (a) not subject to any negative
    pledge for the benefit of any Person other than the Banks and (b) free
    and clear of all Liens other than Liens securing nondelinquent taxes
    or assessments.
    
               4.2  Conditions of Initial Loan.  The obligation of the
    Banks to make the initial Loan after the Closing Date is subject to
    the satisfaction of all of the following conditions precedent:
    
                    4.2.1   Deliveries to the Administrative Agent.  The
    Administrative Agent shall have received, on or before the Closing
    Date, all of the following in form and substance satisfactory to the
    Administrative Agent and its counsel:
    
                    (a)  this Agreement and the Revolving Notes executed
          by the Company;
    
                    (b)  a Guaranty executed by each Subsidiary or
          Permitted Partnership whose financial results are consolidated
          with the Company's financial results for purposes of the
          financial statements to be delivered to the Banks pursuant to
          subsections 6.1(a) and 6.1(b);
    
                    (c)  copies of the resolutions of the board of
          directors of the Company and each Guarantor approving and
          authorizing the execution, delivery and performance by the
          Company or such Guarantor of this Agreement and the other Loan
          Documents to be delivered hereunder to which such Person is a
          party, and authorizing the borrowing or guarantee of the Loans,
          as appropriate, certified as of the Closing Date by such Person's
          Secretary or an Assistant Secretary of the Company; 
    
                    (d)  certificates of the Secretary or Assistant
          Secretary of the Company and each Guarantor certifying the names
          and true signatures of the officers of the Company or such
          Guarantor authorized to execute and deliver, as applicable, this
          Agreement and all other Loan Documents to be delivered hereunder
          to which such Person is a party; 
    
                    (e)  the articles or certificate of incorporation of
          the Company and each Guarantor as in effect on the Closing Date,
          certified by the Secretary of State of the applicable Person's
          state of incorporation as of a recent date and  the applicable
          Person's Secretary or Assistant Secretary as of the Closing Date; 
    
                    (f)  good standing certificates for the Company and
          each Guarantor from the Secretary of State of (i) such Person's
          state of incorporation and (ii) in the case of the Company, each
          state in which an Approved Unencumbered Parcel is situated,
          evidencing that the Company is qualified to do business as a
          foreign corporation in said state as of a recent date, together
          with bringdown certificates by telex or telefacsimile dated the
          Closing Date;
    
                    (g)  an opinion of counsel to the Company and the
          Guarantors acceptable to the Administrative Agent, addressed to
          the Administrative Agent, substantially in the form of Exhibit D;
    
                    (h)  a certificate signed by a Responsible Officer,
          dated as of the Closing Date, stating that (i) the
          representations and warranties contained in Article 5 are true
          and correct on and as of such date, as though made on and as of
          such date; (ii) no Default or Event of Default exists or would
          result from the initial Loan; and (iii) there has occurred since
          December 31, 1997, no event or circumstance that could reasonably
          be expected to result in a Material Adverse Effect;
    
                    (i)  a certified copy of the consolidated financial
          statements of the Company referred to in Section 5.11; and
    
                    (j)  such other approvals, opinions or documents as
          the Administrative Agent may request.
    
                    4.2.2   Payment of Expenses.  The Company shall have
    paid all costs, accrued and unpaid fees and expenses incurred by the
    Administrative Agent, to the extent then due and payable, on the
    Closing Date, including Attorney Costs incurred by the Administrative
    Agent, to the extent invoiced prior to or on the Closing Date,
    together with such additional amounts of Attorney Costs as shall
    constitute a reasonable estimate of Attorney Costs incurred or to be
    incurred through the closing proceedings, provided that such estimate
    shall not thereafter preclude final settling of accounts between the
    Company and the Administrative Agent, including any such costs, fees
    and expenses arising under or referenced in Section 10.4.
    
               4.3  Conditions to All Borrowings.  The obligation of the
    Banks to make any Loan (including the initial Loan) is subject to the
    satisfaction of all of the following conditions precedent on the
    relevant borrowing date:
    
                    4.3.1   Availability.  The aggregate outstanding
    principal amount of the Loans (including the Loans to be made pursuant
    to the contemplated Borrowing) does not exceed the Availability at
    such time, and the aggregate outstanding principal amount of the
    Working Capital Borrowings (including any Loans to be made to finance
    the Company's operations pursuant to the contemplated Borrowing) does
    not exceed the Working Capital Availability at such time.
    
                    4.3.2   Notice of Borrowing.  The Administrative Agent
    shall have received a Borrowing Notice.
    
                    4.3.3   Continuation of Representations and
    Warranties.  The representations and warranties made by the Company
    contained in Article 5 shall be true and correct on and as of such
    borrowing date with the same effect as if made on and as of such
    borrowing date (except to the extent such representations and
    warranties expressly refer to an earlier date, in which case they
    shall be true and correct as of such earlier date).
    
                    4.3.4   No Existing Default.  No Default or Event of
    Default shall exist or shall result from such Loan.
    
                    4.3.5   Further Assurances.  The Company shall have
    executed and acknowledged (or caused to be executed and acknowledged)
    and delivered to the Administrative Agent all documents and taken all
    actions, reasonably required by the Administrative Agent or the Banks
    from time to time to confirm the rights created or now or hereafter
    intended to be created by the Loan Documents, or otherwise to carry
    out the purposes of the Loan Documents and the transactions
    contemplated thereunder.
    
    Each Borrowing Notice submitted by the Company hereunder shall
    constitute a representation and warranty by the Company hereunder, as
    of the date of each such Borrowing Notice and as of the date of each
    Loan, that the conditions in Section 4.3 are satisfied.
    
          5.   Representations and Warranties.  The Company represents and
    warrants to the Administrative Agent and each of the Banks that:
    
               5.1  Existence and Power.  The Company and each of its
    Subsidiaries (a) is a corporation duly organized, validly existing and
    in good standing under the laws of the jurisdiction of its
    incorporation; and (b) is duly qualified as a foreign corporation,
    licensed and in good standing under the laws of each jurisdiction
    where its ownership, lease or operation of property or the conduct of
    its business requires such qualification.  Each Permitted Partnership
    (c) is a limited partnership duly organized, validly existing and in
    good standing under the laws of the jurisdiction of its creation; and
    (d) is duly qualified as a foreign limited partnership, licensed and
    in good standing under the laws of each jurisdiction where its
    ownership, lease or operation of property or the conduct of its
    business requires such qualification.  The Company, each of its
    Subsidiaries and each Permitted Partnership (e) has the power and
    authority, and has obtained all governmental licenses, authorizations,
    consents and approvals needed, to own its assets, to carry on its
    business and to execute, deliver and perform its obligations under the
    Loan Documents to which it is a party; and (f) is in compliance with
    all Requirements of Law; except, in each case referred to in
    clause (b), clause (d) or clause (f), to the extent that failure to do
    so could not reasonably be expected to have a Material Adverse Effect.
    
               5.2  Corporate Authorization; No Contravention.  The
    execution, delivery and performance by the Company of this Agreement
    and any other Loan Document have been duly authorized by all necessary
    corporate action, and do not and will not:
    
                    (a)  contravene the terms of any of the Company's
          Organization Documents;
    
                    (b)  conflict with or result in any breach or
          contravention of, or the creation of any Lien under, any
          Contractual Obligation to which the Company is a party or any
          order, injunction, writ or decree of any Governmental Authority
          to which the Company or its Property is subject; or
    
                    (c)  violate any Requirement of Law.
    
               5.3  Governmental Authorization.  No approval, consent,
    exemption, authorization or other action by, or notice to or filing
    with, any Governmental Authority is necessary or required in
    connection with the execution, delivery or performance by, or
    enforcement against, the Company of this Agreement or any other Loan
    Document to which the Company is a party.
    
               5.4  Binding Effect.  This Agreement and each other Loan
    Document constitute the legal, valid and binding obligations of the
    Company, enforceable in accordance with their respective terms, except
    as enforceability may be limited by applicable bankruptcy, insolvency
    or similar laws affecting the enforcement of creditors' rights
    generally or by equitable principles relating to enforceability.
    
               5.5  Litigation.  Except as specifically disclosed in
    Schedule 5.5, there are no actions, suits, proceedings, claims or
    disputes pending, or to the best knowledge of the Company threatened
    or contemplated, at law, in equity, in arbitration or before any
    Governmental Authority, against the Company, any of its Subsidiaries
    or any Permitted Partnership, or any of their respective Properties,
    which (a) purport to affect or pertain to this Agreement or any other
    Loan Document, or any of the transactions contemplated hereby or
    thereby, or (b) if determined adversely to the Company, one or more of
    its Subsidiaries or one or more Permitted Partnerships would
    reasonably be expected to have a Material Adverse Effect.  No
    injunction, writ, temporary restraining order or any order of any
    nature has been issued by any court or other Governmental Authority
    purporting to enjoin or restrain the execution, delivery or
    performance of this Agreement or any other Loan Document, or directing
    that the transactions provided for herein or therein not be
    consummated as herein or therein provided.
    
               5.6  No Default.  No Default or Event of Default exists or
    would result from the incurring of any Obligations by the Company. 
    Neither the Company nor any of its Subsidiaries nor any Permitted
    Partnership is in default under or with respect to any Contractual
    Obligation in any respect which, individually or together with all
    such defaults, could reasonably be expected to have a Material Adverse
    Effect.
    
               5.7  ERISA Compliance.  Each Plan and Multi-employer Plan
    is in full compliance with applicable Requirements of Law, including
    ERISA, and no ERISA Events or accumulated funding deficiencies within
    the meaning of ERISA have occurred with respect to any Qualified Plan
    or Multi-employer Plan that, in the aggregate, could result in a
    Material Adverse Effect.
    
               5.8  Use of Proceeds; Margin Regulations.  The proceeds of
    the Loans are intended to be and shall be used solely for the purposes
    set forth in and permitted by Section 6.11, and are intended to be and
    shall be used in compliance with Section 7.6.
    
               5.9  Title to Properties.  The Company, each of its
    Subsidiaries and each Permitted Partnership has good record and
    marketable title in fee simple to all real Property necessary or used
    in the ordinary conduct of its business, except for such defects in
    title as could not, individually or in the aggregate, have a Material
    Adverse Effect.  As of the Closing Date, the Property of the Company,
    its Subsidiaries and each Permitted Partnership is subject to no Liens
    that are not disclosed in the most recent financial statements
    delivered to the Administrative Agent other than Permitted Liens and,
    with respect to a Property other than an Approved Unencumbered Parcel
    (i) Liens securing the performance of obligations under recorded
    covenants, conditions and restrictions, easements or other agreements
    among adjoining landowners, and (ii) Liens securing purchase money
    financing of fixtures and equipment, or securing other indebtedness
    that in the aggregate does not exceed $100,000.
    
               5.10 Taxes.  The Company, its Subsidiaries and each
    Permitted Partnership have filed all federal and other material tax
    returns and reports required to be filed, and have paid all federal
    and other material taxes, assessments, fees and other governmental
    charges levied or imposed upon them or their Properties, income or
    assets otherwise due and payable, except those which are being
    contested in good faith by appropriate proceedings and for which
    adequate reserves have been provided in accordance with GAAP, and no
    Notice of Lien has been filed or recorded. There is no proposed tax
    assessment against the Company, any of its Subsidiaries or any
    Permitted Partnership that would, if the assessment were made, have a
    Material Adverse Effect.
    
               5.11 Financial Condition.
    
                    (a)  The audited consolidated financial statements of
          the Company dated December 31, 1997, and the related consolidated
          statements of operations, shareholders' equity and cash flows for
          the quarter ended on that date:
    
               (i)  were prepared in accordance with GAAP consistently
    applied throughout the period covered thereby, except as otherwise
    expressly noted therein;
    
               (ii) are complete, accurate and fairly present the
    financial condition of the Company and its Subsidiaries as of the date
    thereof and results of operations for the period covered thereby; and
    
               (iii)     except as specifically disclosed in
    Schedule 5.11, show all material Indebtedness and other liabilities,
    direct or contingent, of the Company and its consolidated subsidiaries
    as of the date thereof, including liabilities for taxes, material
    commitments and Contingent Obligations.
    
                    (b)  Since December 31, 1997, there has been no
          Material Adverse Effect.
    
               5.12 Environmental Matters.
    
                    (a)  Except as specifically disclosed in
          Schedule 5.12, to the best knowledge of the Company the on-going
          operations of the Company, each of its Subsidiaries and each
          Permitted Partnership comply in all respects with all
          Environmental Laws, except such non-compliance which would not
          (if enforced in accordance with applicable law) result in
          liability in excess of $50,000 in the aggregate.
    
                    (b)  Except as specifically disclosed in
          Schedule 5.12, the Company, each of its Subsidiaries and each
          Permitted Partnership has obtained all licenses, permits,
          authorizations and registrations required under any Environmental
          Law ("Environmental Permits") and necessary for its ordinary
          course operations, all such Environmental Permits are in good
          standing, and the Company, each of its Subsidiaries and each
          Permitted Partnership is in compliance with all material terms
          and conditions of such Environmental Permits.
    
                    (c)  Except as specifically disclosed in
          Schedule 5.12, none of the Company, any of its Subsidiaries, any
          Permitted Partnership or any of their respective present Property
          or operations is subject to any outstanding written order from,
          or agreement with, any Governmental Authority, or subject to any
          judicial or docketed administrative proceeding, respecting any
          Environmental Law, Environmental Claim or Hazardous Material.
    
                    (d)  Except as specifically disclosed in
          Schedule 5.12, to the best knowledge of the Company there are no
          Hazardous Materials or other conditions or circumstances existing
          with respect to any Parcel, or arising from operations of the
          Company, any of its Subsidiaries or any Permitted Partnership
          prior to the Closing Date, that would reasonably be expected to
          give rise to Environmental Claims with a potential liability of
          the Company and its Subsidiaries in excess of $50,000 in the
          aggregate for any such condition, circumstance or Parcel.  In
          addition, (i) neither the Company nor any of its Subsidiaries nor
          any Permitted Partnership has any underground storage tanks
          (x) that are not properly registered or permitted under
          applicable Environmental Laws, or (y) that are leaking or
          disposing of Hazardous Materials off-site, and (ii) the Company,
          its Subsidiaries and each Permitted Partnership have notified all
          of their employees of the existence, if any, of any health hazard
          arising from the conditions of their employment and have met all
          notification requirements under Title III of CERCLA and all other
          Environmental Laws.
    
               5.13 Regulated Entities.  Neither the Company nor any
    Person controlling the Company is (a) an "Investment Company" within
    the meaning of the Investment Company Act of 1940; or (b) subject to
    regulation under the Public Utility Holding Company Act of 1935, the
    Federal Power Act, the Interstate Commerce Act, any state public
    utilities code, or any other federal or state statute or regulation
    limiting its ability to incur Indebtedness.
    
               5.14 No Burdensome Restrictions.  The Company is not a
    party to, or bound by, any Contractual Obligation, or subject to any
    charter or corporate restriction or any Requirement of Law, which
    could reasonably be expected to have a Material Adverse Effect.
    
               5.15 Solvency.  The Company is Solvent, each of its
    Subsidiaries is Solvent and each Permitted Partnership is Solvent.
    
               5.16 Subsidiaries; Equity Investments.  As of the Closing
    Date, the Company has no Subsidiaries other than those specifically
    disclosed in part (a) of Schedule 5.16, and has no equity investments
    in any (i) Permitted Partnership other than those specifically
    disclosed in part (b) of Schedule 5.16 or (ii) other corporation,
    partnership or other entity other than those specifically disclosed in
    part (c) of Schedule 5.16.
    
               5.17 Brokers; Transaction Fees.  Neither the Company nor
    any of its Subsidiaries has any obligation to any Person in respect of
    any finder's, broker's or investment banker's fee in connection with
    the transactions contemplated hereby.
    
               5.18 Insurance.  The Properties of the Company, its
    Subsidiaries and each Permitted Partnership are insured with
    financially sound and reputable insurance companies in such amounts,
    with such deductibles and covering such risks as are customarily
    carried by companies engaged in similar businesses and owning similar
    Properties in localities where the Company, such Subsidiary or such
    Permitted Partnership operates.
    
               5.19 Full Disclosure.  None of the representations or
    warranties made by the Company or any of its Subsidiaries in the Loan
    Documents, as of the date such representations and warranties are made
    or deemed made, and none of the statements contained in any exhibit,
    report, statement or certificate furnished by or on behalf of the
    Company or any of its Subsidiaries in connection with the Loan
    Documents, contains any untrue statement of a material fact or omits
    any material fact required to be stated therein or necessary to make
    the statements made therein, in light of the circumstances under which
    they are made, not misleading.
    
               5.20 Year 2000 Compliance.  The Company is conducting a
    comprehensive review and assessment of the Company's computer
    applications and is making inquiry of the Company's key suppliers,
    vendors and customers with respect to the "year 2000 problem" (that
    is, the risk that computer applications may not be able properly to
    perform date-sensitive functions after December 31, 1999) and, based
    on this ongoing review and inquiry, the Company does not believe that
    the year 2000 problem will result in a Material Adverse Effect.
    
          6.   Affirmative Covenants.  The Company covenants and agrees
    that, so long as any Bank shall have any obligation hereunder, or any
    Loan or other Obligation shall remain unpaid or unsatisfied, unless
    the Administrative Agent, on behalf of the Majority Banks, waives
    compliance in writing: 
    
               6.1  Financial Statements.  The Company shall deliver to
    each of the Banks, in form and detail satisfactory to the
    Administrative Agent:
    
                    (a)  as soon as publicly available, but not later than
          120 days after the end of each calendar year, a copy of the
          audited consolidated balance sheets of the Company and each
          unconsolidated Permitted Partnership as at the end of such year
          and the related consolidated statements of income, shareholders'
          equity and cash flows for such calendar year, setting forth in
          each case in comparative form the figures for the previous year,
          and accompanied by the opinion of a nationally recognized
          independent public accounting firm stating that such consolidated
          financial statements present fairly the financial positions of
          the Company and such Permitted Partnerships for the periods
          indicated in conformity with GAAP applied on a basis consistent
          with prior years;
    
                    (b)  as soon as publicly available, but not later than
          60 days after the end of each of the first three (3) calendar
          quarters of each year, a copy of the unaudited consolidated
          balance sheets of the Company and each unconsolidated Permitted
          Partnership as of the end of such quarter and the related
          consolidated statements of income, shareholders' equity and cash
          flows for the period commencing on the first day and ending on
          the last day of such quarter, certified by an appropriate
          Responsible Officer as being complete and correct and fairly
          presenting the financial position and results of operations of
          the Company and such Permitted Partnerships in accordance with
          GAAP;
    
                    (c)  as soon as available, but not later than 120 days
          after the end of each calendar year, rolling two-year
          consolidated cash flow projections for the Company and each
          unconsolidated Permitted Partnership, certified by an appropriate
          Responsible Officer of the Company as being complete and correct
          in all material respects; and
    
                    (d)  not later than 45 days after the end of each
          calendar quarter of each year, a report in form and substance
          satisfactory to the Administrative Agent concerning the status of
          all development activity of the Company, each of its Subsidiaries
          and each Permitted Partnership, certified by an appropriate
          Responsible Officer of the Company as being complete and correct
          in all material respects. 
    
               6.2  Certificates; Other Information.  The Company shall
    furnish to the Administrative Agent, with sufficient copies for each
    Bank:
    
                    (a)  as soon as available, but not later than 45 days
          after the end of each calendar quarter of each year, operating
          statements and rent rolls for each Approved Unencumbered Parcel,
          certified by an appropriate Responsible Officer as being complete
          and correct, together with any additional information relating to
          any such Approved Unencumbered Parcel reasonably requested by the
          Administrative Agent; 
    
                    (b)  concurrently with the delivery of the financial
          statements referred to in subsections 6.1(a) and (b) above, a
          certificate of a Responsible Officer in form and detail
          substantially similar to the certificate delivered to the
          Administrative Agent for the period ending March 31, 1998,
          (i) stating that, to the best of such officer's knowledge, the
          Company, during such period, has observed and performed all of
          its covenants and other agreements, and satisfied every condition
          contained in this Agreement to be observed, performed or
          satisfied by it, and that such officer has obtained no knowledge
          of any Default or Event of Default except as specified (by
          applicable subsection reference) in such certificate, and
          (ii) showing in detail the calculations supporting such statement
          in respect of Sections 2.7.2(a), 7.10, 7.11, 7.14, 7.15, 7.16 and
          7.17, (iii) listing the Approved Unencumbered Parcels and the
          Acquisition Cost of each such Approved Unencumbered Parcel,
          (iv) certifying that the Company will continue to maintain each
          Approved Unencumbered Parcel so long as any or all of the
          Acquisition Borrowing relating to such Approved Unencumbered
          Parcel remains outstanding, and (v) certifying that the Company
          has not granted a negative pledge covering any Approved
          Unencumbered Parcel to any other Person;
    
                    (c)  promptly after the same are sent, copies of all
          financial statements and reports which the Company sends to its
          shareholders; and promptly after the same are filed (but in the
          case of the Company's (i) Form 10-K filing, in no event later
          than 120 days after the end of the calendar year to which it
          relates, and (ii) Form 10-Q filing, in no event later than 60
          days after the end of the calendar quarter to which it relates),
          copies of all financial statements and regular, periodical or
          special reports which the Company may make to, or file with, the
          SEC or any successor or similar Governmental Authority; and 
    
                    (d)  promptly, such additional business, financial,
          corporate affairs and other information as the Administrative
          Agent may from time to time reasonably request.
    
               6.3  Notices.  The Company shall promptly notify the
    Administrative Agent:
    
                    (a)  upon, but in no event later than ten (10) days
          after, becoming aware of (i) the occurrence of any Default or
          Event of Default, and (ii) the occurrence or existence of any
          event or circumstance that foreseeably will become a Default or
          Event of Default;
    
                    (b)  of (i) any breach or non-performance of, or any
          default under, any Contractual Obligation of the Company, any of
          its Subsidiaries or any Permitted Partnership which could result
          in a Material Adverse Effect; and (ii) any dispute, litigation,
          investigation, proceeding or suspension which may exist at any
          time between the Company or any of its Subsidiaries or any
          Permitted Partnership and any Governmental Authority;
    
                    (c)  of the commencement of, or any material
          development in, any litigation or proceeding affecting the
          Company, any Subsidiary of the Company or any Permitted
          Partnership (i) in which the amount of damages claimed is
          $500,000 or more, (ii) in which injunctive or similar relief is
          sought and which, if adversely determined, would reasonably be
          expected to have a Material Adverse Effect, or (iii) in which the
          relief sought is an injunction or other stay of the performance
          of this Agreement or any Loan Document; 
    
                    (d)  upon, but in no event later than ten (10) days
          after, becoming aware of (i) any and all enforcement, cleanup,
          removal or other governmental or regulatory actions instituted,
          completed or threatened against the Company, any Subsidiary of
          the Company or any Permitted Partnership or any of their
          respective Properties pursuant to any applicable Environmental
          Laws, (ii) all other Environmental Claims, and (iii) any
          environmental or similar condition on any real property adjoining
          or in the vicinity of any real Property of the Company, any
          Subsidiary of the Company or any Permitted Partnership that could
          reasonably be anticipated to cause such Property or any part
          thereof to be subject to any restrictions on the ownership,
          occupancy, transferability or use of such Property under any
          Environmental Laws;
    
                    (e)  of any of the following ERISA events affecting
          the Company or any member of its Controlled Group (but in no
          event more than ten (10) days after such event), together with a
          copy of any notice with respect to such event that may be
          required to be filed with a Governmental Authority and any notice
          delivered by a Governmental Authority to the Company or any
          member or its Controlled Group with respect to such event:
    
               (i)  an ERISA Event;
    
               (ii) the adoption of any new Plan that is subject to
    Title IV of ERISA or section 412 of the Code by any member of the
    Controlled Group;
    
               (iii)     the adoption of any amendment to a Plan that is
    subject to Title IV of ERISA or section 412 of the Code, if such
    amendment results in a material increase in benefits or Unfunded
    Pension Liabilities; or 
    
               (iv) the commencement of contributions by any member of the
    Controlled Group to any Plan that is subject to Title IV of ERISA or
    section 412 of the Code;
    
                    (f)  any Material Adverse Effect subsequent to the
          date of the most recent audited financial statements of the
          Company delivered to the Administrative Agent pursuant to
          subsection 6.1(a);
    
                    (g)  of any change in accounting policies or financial
          reporting practices by the Company, any of its Subsidiaries or
          any Permitted Partnership within ten (10) days of their adoption;
          and
    
                    (h)  of any notice of redemption given with respect to
          any or all of the Company's preferred shares, within ten (10)
          days of the date of such notice.
    
    Each notice pursuant to this Section shall be accompanied by a written
    statement by a Responsible Officer of the Company setting forth
    details of the occurrence referred to therein, and stating what action
    the Company proposes to take with respect thereto and at what time. 
    Each notice under subsection 6.3(a) shall describe with particularity
    any and all clauses or provisions of this Agreement or other Loan
    Document that have been breached or violated.
    
               6.4  Preservation of Corporate Existence, Etc.  Subject to
    the provisions of Section 7.2, the Company shall, and shall cause each
    of its Subsidiaries and each Permitted Partnership to:
    
                    (a)  preserve and maintain in full force and effect
          its corporate or partnership existence and good standing under
          the laws of its state or jurisdiction of incorporation;
    
                    (b)  preserve and maintain in full force and effect
          all rights, privileges, qualifications, permits, licenses and
          franchises necessary or desirable in the normal conduct of its
          business;
    
                    (c)  use its reasonable efforts, in the Ordinary
          Course of Business, to preserve its business organization; and
    
                    (d)  in the case of each Permitted Partnership,
          preserve and maintain in full force and effect, without amendment
          or modification, such Permitted Partnership's agreement of
          limited partnership and certificate of limited partnership, and
          otherwise at all times continue to satisfy all of the
          requirements set forth in the definition of the term "Permitted
          Partnership".
    
               6.5  Maintenance of Property.  The Company shall maintain,
    and shall cause each of its Subsidiaries and each Permitted
    Partnership to maintain, and preserve all of its Property which is
    used or useful in its business in good working order and condition,
    ordinary wear and tear excepted and make all necessary repairs thereto
    and renewals and replacements thereof except where the failure to do
    so could not reasonably be expected to have a Material Adverse Effect.
    
               6.6  Insurance.  The Company shall maintain, and shall
    cause each of its Subsidiaries and each Permitted Partnership to
    maintain, with financially sound and reputable independent insurers,
    insurance with respect to its Properties and business against loss or
    damage of the kinds customarily insured against by Persons engaged in
    the same or similar business, of such types and in such amounts as are
    customarily carried under similar circumstances by such other Persons,
    including workers' compensation insurance, public liability insurance,
    property and casualty insurance and rental interruption insurance, the
    amount of which shall not be reduced by the Company, any Subsidiary of
    the Company or any Permitted Partnership in the absence of thirty (30)
    days' prior notice to the Administrative Agent.  Upon request of the
    Administrative Agent, the Company shall furnish the Administrative
    Agent at reasonable intervals (but not more often than once per
    calendar year) a certificate of a Responsible Officer of the Company
    (and, if requested by the Administrative Agent any insurance broker
    for the Company) setting forth the nature and extent of all insurance
    maintained by the Company, its Subsidiaries and the Permitted
    Partnership in accordance with this Section 6.6 (and which, in the
    case of a certificate of a broker, were placed through such broker).
    
               6.7  Payment of Obligations.  The Company shall, and shall
    cause its Subsidiaries and each Permitted Partnership to, pay and
    discharge as the same shall become due and payable, all their
    respective obligations and liabilities, including:
    
                    (a)  all tax liabilities, assessments and governmental
          charges or levies upon it or its properties or assets, unless the
          same are being contested in good faith by appropriate proceedings
          (which proceedings have the effect of preventing the imposition
          of a Lien on, or the forfeiture or sale of, any Property of the
          Company, any of its Subsidiaries or any Permitted Partnership)
          and adequate reserves in accordance with GAAP are being
          maintained by the Company or such Subsidiary or Permitted
          Partnership;
    
                    (b)  all lawful claims which, if unpaid, would by law
          become a Lien upon its Property unless the same are being
          contested in good faith by appropriate proceedings (which
          proceedings have the effect of preventing the imposition of a
          Lien on, or the forfeiture or sale of, any Property of the
          Company, any of its Subsidiaries or any Permitted Partnership)
          and adequate reserves in accordance with GAAP are being
          maintained by the Company or such Subsidiary or Permitted
          Partnership; and
    
                    (c)  all Indebtedness, as and when due and payable,
          but subject to any subordination provisions contained in any
          instrument or agreement evidencing such Indebtedness.
    
               6.8  Compliance with Laws.  The Company shall comply, and
    shall cause each of its Subsidiaries and each Permitted Partnership to
    comply, in all material respects with all Requirements of Law of any
    Governmental Authority having jurisdiction over it or its business or
    any of its Property, except such as may be contested in good faith or
    as to which a bona fide dispute may exist.
    
               6.9  Inspection of Property and Books and Records.  The
    Company shall maintain, and shall cause each of its Subsidiaries and
    each Permitted Partnership to maintain, proper books of record and
    account in which full, true and correct entries in conformity with
    GAAP consistently applied shall be made of all financial transactions
    and matters involving the assets and business of the Company and such
    Subsidiaries and Permitted Partnerships.  The Company shall permit,
    and shall cause each of its Subsidiaries and each Permitted
    Partnership to permit, representatives of the Administrative Agent or
    any Bank to visit and inspect any of their respective Properties, to
    examine their respective corporate, financial and operating records,
    and make copies thereof or abstracts therefrom, and to discuss their
    respective affairs, finances and accounts with their respective
    directors, officers and independent public accountants, all at the
    expense of the Company (which shall include all internal or outside
    legal and other consultant fees and other out-of-pocket expenses
    incurred by the Administrative Agent or any of the Banks in connection
    with any such inspection, but shall not include the Administrative
    Agent's or any Bank's normal overhead or employee costs of
    administering the Loans) and at such reasonable times during normal
    business hours and as often as may be reasonably desired, upon
    reasonable advance notice to the Company; provided, however, that when
    an Event of Default exists the Administrative Agent or any Bank may do
    any of the foregoing at the expense of the Company at any time during
    normal business hours and without advance notice.  No actions by the
    Administrative Agent or any Bank pursuant to this Section 6.9 shall
    unreasonably interfere with (a) the performance by the Company's
    employees of their duties or (b) the occupancy of any of the Company's
    tenants.
    
               6.10 Environmental Laws.  The Company shall, and shall
    cause each of its Subsidiaries and each Permitted Partnership to,
    conduct its operations and keep and maintain its Property in
    compliance with all Environmental Laws whose violation could,
    individually or in the aggregate, result in liability in excess of
    $250,000.  Upon the written request of the Administrative Agent or any
    Bank, the Company shall submit, and cause each of its Subsidiaries and
    each Permitted Partnership to submit, to the Administrative Agent,
    with sufficient copies for each Bank, at the Company's sole cost and
    expense, at reasonable intervals, a report providing an update of the
    status of any environmental, health or safety compliance, hazard or
    liability issue identified in any notice or report required pursuant
    to subsection 6.3(d), that could, individually or in the aggregate,
    result in liability in excess of $250,000.
    
               6.11 Use of Proceeds.  Subject to the provisions of
    Section 3.2(c), the Company shall use the proceeds of the Loans solely
    for the purpose of (i) facilitating the Company's acquisition of
    improved real property (subject to the provisions of Section 7.12),
    and (ii) financing the Company's operating expenses, including
    development activities (subject to the provisions of Sections 7.15 and
    7.16).
    
               6.12 Solvency.  The Company shall at all times be, and
    shall cause each of its Subsidiaries and each Permitted Partnership to
    be, Solvent.
    
               6.13 Further Assurances.  Promptly upon request by the
    Administrative Agent, the Company shall (and shall cause any of its
    Subsidiaries or any Permitted Partnership to) do such further acts,
    and execute, acknowledge, deliver, record, re-record, file, re-file,
    register and re-register any and all deeds, conveyances, security
    agreements, deeds of trust, mortgages, assignments, estoppel
    certificates, financing statements and continuations thereof,
    termination statements, notices of assignment, transfers,
    certificates, assurances and other instruments, as the Administrative
    Agent may reasonably require from time to time in order to (i) carry
    out more effectively the purposes of this Agreement or any other Loan
    Document, and (ii) better assure, convey, grant, assign, transfer,
    preserve, protect and confirm to the Administrative Agent and the
    Banks the rights granted or now or hereafter intended to be granted to
    the Administrative Agent or the Banks under any Loan Document or under
    any other document executed in connection therewith.
    
          7.   Negative Covenants.  The Company hereby covenants and agrees
    that, so long as any Bank shall have any obligation hereunder, or any
    Loan or other Obligation shall remain unpaid or unsatisfied, unless
    the Administrative Agent, on behalf of the Majority Banks, waives
    compliance in writing:
    
               7.1  Limitation on Liens.  The Company shall not, and shall
    not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, directly or indirectly, make, create, incur, assume or
    suffer to exist any Lien upon or with respect to any part of any
    Approved Unencumbered Parcel, whether now owned or hereafter acquired,
    other than the following ("Permitted Liens"):
    
                    (a)  Liens for taxes, fees, assessments or other
          governmental charges which are not delinquent or remain payable
          without penalty, or to the extent that non-payment thereof is
          permitted by Section 6.7, provided that no Notice of Lien has
          been filed or recorded; or
    
                    (b)  carriers', warehousemen's, mechanics',
          landlords', materialmen's, repairmen's or other similar Liens
          arising in the Ordinary Course of Business which are not
          delinquent or remain payable without penalty or which are being
          contested in good faith and by appropriate proceedings, which
          proceedings have the effect of preventing the forfeiture or sale
          of the Property subject thereto.
    
               7.2  Consolidations and Mergers.  The Company shall not,
    and shall not suffer or permit any of its Subsidiaries or any
    Permitted Partnership to, merge, consolidate with or into, or convey,
    transfer, lease or otherwise dispose of (whether in one transaction or
    in a series of transactions) all or substantially all of its assets
    (whether now owned or hereafter acquired) to or in favor of any
    Person, except:
    
                    (a)  any Subsidiary of the Company or any Permitted
          Partnership may merge with (i) the Company, provided that the
          Company shall be the continuing or surviving Person, or (ii) any
          one or more subsidiaries of the Company, provided that (A) if any
          transaction shall be between a Permitted Partnership and a
          Subsidiary, the Subsidiary shall be the continuing or surviving
          Person and (B) if any transaction shall be between a Subsidiary
          or any Permitted Partnership and a wholly-owned Subsidiary, the
          wholly-owned Subsidiary shall be the continuing or surviving
          Person; and
    
                    (b)  any Subsidiary of the Company or any Permitted
          Partnership may sell all or substantially all of its assets (upon
          voluntary liquidation or otherwise) to the Company or a
          wholly-owned Subsidiary of the Company;
    
    provided, however, that so long as the continuing or surviving Person
    remains liable for all of the Company's obligations to the Banks under
    the Loan Documents, the Administrative Agent and the Banks shall not
    unreasonably withhold their consent to any merger or consolidation of
    the Company or any of its Subsidiaries or any Permitted Partnership
    with or into any other Person.
    
               7.3  Loans and Investments.  The Company shall not, and
    shall not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, make any advance, loan, extension of credit or capital
    contribution to any Person, including any Affiliate of the Company, or
    enter into any partnership, joint venture, limited liability company
    or similar entity with any non-Affiliate of the Company, except for
    (a) advances, loans, extensions of credit or capital contributions to
    Permitted Partnerships whose assets, in the aggregate, do not exceed
    twenty percent (20%) of the consolidated assets of the Company, its
    Subsidiaries and any Permitted Partnerships, (b) loans to tenants for
    tenant improvements in a maximum principal amount of $1,500,000 for
    any such loan, and (c) loans to employees of the Company to finance
    their purchase of Company stock, where such employee loans are
    reported on the Company's financial statements in a manner that does
    not affect the Company's total assets, total liabilities or net worth.
    
               7.4  Limitation on Indebtedness.  The Company shall not,
    and shall not suffer or permit any of its Subsidiaries or any
    Permitted Partnership to, create, incur, assume, suffer to exist, or
    otherwise become or remain directly or indirectly liable with respect
    to any unsecured Indebtedness in an aggregate principal amount in
    excess of $2,500,000.00, except (a) accounts payable to trade
    creditors for goods and services and current operating liabilities
    (not the result of the borrowing of money) incurred in the Ordinary
    Course of Business of the Company or such Subsidiary or Permitted
    Partnership in accordance with customary terms and paid within the
    specified time, and (b) a loan from the Company to Bedford Realty
    Partners, L.P., a California limited partnership, in a principal
    amount not to exceed $1,500,000.00.
    
               7.5  Transactions with Affiliates.  The Company shall not,
    and shall not suffer or permit any of its Subsidiaries or any
    Permitted Partnership to, enter into any transaction with any
    Affiliate of the Company or of any such Subsidiary or Permitted
    Partnership, except (a) as expressly permitted by this Agreement, or
    (b) in the Ordinary Course of Business and pursuant to the reasonable
    requirements of the business of the Company or such Subsidiary or
    Permitted Partnership; in each case (a) and (b), upon fair and
    reasonable terms no less favorable to the Company or such Subsidiary
    or Permitted Partnership than would obtain in a comparable
    arm's-length transaction with a Person not an Affiliate of the Company
    or such Subsidiary or Permitted Partnership .
    
               7.6  Use of Proceeds.  The Company shall not, and shall not
    suffer or permit any of its Subsidiaries or any Permitted Partnership
    to, use any portion of the Loan proceeds, directly or indirectly,
    (i) to purchase or carry Margin Stock, (ii) to repay or otherwise
    refinance indebtedness of the Company or others incurred to purchase
    or carry Margin Stock, (iii) to extend credit for the purpose of
    purchasing or carrying any Margin Stock, (iv) to acquire any security
    in any transaction that is subject to Section 13 or 14 of the
    Securities and Exchange Act of 1934 or any regulations promulgated
    thereunder, or (v) to purchase or redeem any equity security
    (including any preferred shares) issued by the Company.
    
               7.7  Contingent Obligations.  The Company shall not, and
    shall not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, create, incur, assume or suffer to exist any
    Contingent Obligations except (i) endorsements for collection or
    deposit in the Ordinary Course of Business or (ii) Guaranty
    Obligations for the benefit of the Banks.
    
               7.8  Creation of Subsidiaries.  The Company shall not, and
    shall not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, (i) form any additional Subsidiaries other than
    wholly-owned Subsidiaries, or (ii) enter into any additional
    partnership, joint venture or similar business arrangement with any
    Person except a Permitted Partnership whose assets, when combined with
    the aggregate assets of all other Permitted Partnerships, do not
    exceed twenty percent (20%) of the consolidated assets of the Company
    and any Permitted Partnerships.
    
               7.9  Compliance with ERISA.   The Company shall not, and
    shall not suffer or permit any of its Subsidiaries to, (i) terminate
    any Plan subject to Title IV of ERISA so as to result in any material
    (in the opinion of the Administrative Agent) liability to the Company
    or any ERISA Affiliate, (ii) permit to exist any ERISA Event, or any
    other event or condition, which presents the risk of a material (in
    the opinion of the Administrative Agent) liability to any member of
    the Controlled Group, (iii) make a complete or partial withdrawal
    (within the meaning of ERISA Section 4201) from any Multi-employer
    Plan so as to result in any material (in the opinion of the
    Administrative Agent) liability to the Company or any ERISA Affiliate,
    (iv) enter into any new Plan or modify any existing Plan so as to
    increase its obligations thereunder which could result in any material
    (in the opinion of the Administrative Agent) liability to any member
    of the Controlled Group, or (v) permit the present value of all
    nonforfeitable accrued benefits under any Plan (using the actuarial
    assumptions utilized by the PBGC upon termination of a Plan)
    materially (in the opinion of the Administrative Agent) to exceed the
    fair market value of Plan assets allocable to such benefits, all
    determined as of the most recent valuation date for each such Plan.
    
               7.10 Debt to Gross Assets Ratio.  The Company shall not at
    any time permit the ratio of (a) its total consolidated liabilities
    (including as liabilities the aggregate amount of all then-outstanding
    but undrawn letters of credit issued by BofA for the Company's account
    pursuant to the Secured Loan Agreement, all other Contingent
    Obligations of the Company and its consolidated subsidiaries, and all
    liabilities (including all Contingent Obligations) of unconsolidated
    Permitted Partnerships) to (b) its Gross Assets, to be greater than
    0.55 at any time.
    
               7.11 Debt Service Coverage Ratio.  The Company shall not
    permit the ratio of (a) its Cash Flow to (b) its Covenant Debt Service
    at any time to be less than 1.50 at any time. 
    
               7.12 Change in Business.  The Company shall not, and shall
    not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, engage in any material line of business substantially
    different from those lines of business carried on by it on the date
    hereof.
    
               7.13 Accounting Changes.  The Company shall not, and shall
    not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, make any significant change in accounting treatment or
    reporting practices, except as required by GAAP, or change the fiscal
    year of the Company or of any of its consolidated Subsidiaries or any
    Permitted Partnership.
    
               7.14 Limitation on Dividends.  The Company shall not,
    during any fiscal quarter, declare or pay dividends to its
    shareholders (including the holders of any of its preferred shares) in
    an amount that would cause the aggregate amount of dividends paid to
    such shareholders during such fiscal quarter and the three (3)
    immediately preceding fiscal quarters to exceed ninety-five percent
    (95%) of the Company's Funds From Operations during the four (4)
    consecutive fiscal quarters immediately preceding the declaration date
    of any such dividend; provided, however, that the Company may declare
    or pay dividends to its shareholders (including the holders of any of
    its preferred shares) in any fiscal quarter in an amount that exceeds
    ninety-five percent (95%) of the Company's Funds From Operations
    during the fiscal quarter immediately preceding the declaration date
    of such dividend only to the extent necessary to preserve the
    Company's status as a real estate investment trust for federal income
    tax purposes; and provided further, however, that for the calendar
    quarter in which any equity offering is completed and the next two (2)
    consecutive calendar quarters, the Company may pay dividends to its
    shareholders that exceed, in the aggregate, the foregoing limitations
    so long as (i) the portion of such dividend payments that relate to
    the Company's common and preferred shares issued and outstanding prior
    to such equity offering satisfy the foregoing limitations, (ii) such
    dividend payments on any new issue of common stock do not exceed the
    rate at which the Company pays dividends on its other common stock and
    (iii) such dividend payments on any new issue of preferred stock do
    not exceed the minimum amount needed to pay the required dividend on
    such preferred stock.
    
               7.15 Development Activity.  The Company shall not, and
    shall not permit any of its Subsidiaries or any Permitted Partnership
    to, engage in real estate development activity other than projects
    involving at any time aggregate acquisition, development and
    construction costs, determined on a GAAP basis before depreciation, 
    not to exceed at any time an amount equal to twenty percent (20%) of
    the consolidated assets of the Company and any Permitted Partnerships
    at such time; provided, however, that no individual project shall
    involve at any time aggregate acquisition, development and
    construction costs, determined on a GAAP basis before depreciation, 
    in excess of five percent (5%) of the amount of the consolidated
    assets of the Company and any Permitted Partnerships.  For purposes of
    this Section 7.15, real estate development activity begins when the
    Company, any Subsidiary or any Permitted Partnership first incurs
    costs relating to a project, and ends when (i) such project has
    received a certificate of occupancy or equivalent approval for the
    shell and core and (ii) more than eighty percent (80%) of the net
    rentable area of such project is covered by signed leases with
    third-party tenants having remaining terms of three (3) years or
    longer.
    
               7.16 Undeveloped Land.  The Company will not, and will not
    permit any of its Subsidiaries or any Permitted Partnership to,
    purchase undeveloped land that (a) is not Entitled Land, or (b) is
    encumbered by any Lien (other than a Lien for the benefit of (i) the
    Banks, or (ii) the seller of such undeveloped land to secure a
    nonrecourse obligation in an amount not to exceed the purchase price
    of such undeveloped land), or (c) causes the aggregate value of
    undeveloped land owned by the Company, its Subsidiaries and the
    Permitted Partnerships, determined on a GAAP basis, to exceed fifteen
    percent (15%) of the amount of the consolidated assets of the Company
    and any Permitted Partnerships.
    
               7.17 Tangible Net Worth.  The Company shall not at any time
    permit its Tangible Net Worth to be less than the sum of (a) Two
    Hundred Ninety-four Million Four Hundred Sixty-two Thousand Dollars
    ($294,462,000.00) plus (b) seventy-five percent (75%) of the proceeds
    of any equity offering of the Company (net of the reasonable expenses
    of such equity offering) occurring after December 31, 1997.
    
          8.   Events of Default and Remedies.
    
               8.1  Event of Default.  Any of the following shall
    constitute an Event of Default:
    
                    8.1.1   Non-Payment.  The Company fails to pay,
    (i) when and as required to be paid herein, any amount of principal of
    any Loan, or (ii) within twenty (20) days after the same shall become
    due, any interest, fee or any other amount payable hereunder or
    pursuant to any other Loan Document; or
    
                    8.1.2   Representation or Warranty.  Any
    representation or warranty by the Company, any of its Subsidiaries or
    any Permitted Partnership made or deemed made in this Agreement or any
    other Loan Document, or which is contained in any certificate,
    document or financial or other statement by the Company, any of its
    Subsidiaries, any Permitted Partnership, or their respective
    Responsible Officers, furnished at any time under this Agreement or in
    or under any other Loan Document, shall prove to have been incorrect
    in any material respect on or as of the date made or deemed made; or
    
                    8.1.3   Specific Defaults.  The Company fails to
    perform or observe any  term, covenant or agreement contained in
    Sections 6.1, 6.2, 6.3, 6.6, 6.9, 7.10, 7.11 or 7.17; or
    
                    8.1.4   Other Defaults.  The Company fails to perform
    or observe any other term or covenant contained in this Agreement or
    any other Loan Document, and such default shall continue unremedied
    for a period of twenty (20) days after the earlier of (i) the date
    upon which a Responsible Officer of the Company knew of such failure
    or (ii) the date upon which written notice thereof is given to the
    Company by the Administrative Agent; or
    
                    8.1.5   Cross-Default.  Either (a) the Company fails
    to make any payment in respect of any recourse Indebtedness owed by
    the Company when due (whether by scheduled maturity, required
    prepayment, acceleration, demand or otherwise) and such failure
    continues after the applicable grace or notice period, if any,
    specified in the relevant document on the date of such failure, or
    (b) the occurrence of an "Event of Default" under and as defined in
    the Secured Loan Agreement; or
    
                    8.1.6   Insolvency; Voluntary Proceedings.  The
    Company or any of its Subsidiaries or any Permitted Partnership or any
    Guarantor (i) ceases or fails to be Solvent, or generally fails to
    pay, or admits in writing its inability to pay, its debts as they
    become due, subject to applicable grace periods, if any, whether at
    stated maturity or otherwise; (ii) voluntarily ceases to conduct its
    business in the ordinary course; (iii) commences any Insolvency
    Proceeding with respect to itself; or (iv) takes any action to
    effectuate or authorize any of the foregoing; or
    
                    8.1.7   Insolvency; Involuntary Proceedings.  (i) Any
    involuntary Insolvency Proceeding is commenced or filed against the
    Company, any Subsidiary of the Company, any Permitted Partnership or
    any Guarantor, or any writ, judgment, warrant of attachment, execution
    or similar process, is issued or levied against a substantial part of
    the Company's or any of its Subsidiaries' or any Permitted
    Partnership's or any Guarantor's Properties, and any such proceeding
    or petition shall not be dismissed, or such writ, judgment, warrant of
    attachment, execution or similar process shall not be released,
    vacated or fully bonded within sixty (60) days after commencement,
    filing or levy; (ii) the Company or any of its Subsidiaries or any
    Permitted Partnership or any Guarantor admits the material allegations
    of a petition against it in any Insolvency Proceeding, or an order for
    relief (or similar order under non-U.S. law) is ordered in any
    Insolvency Proceeding; or (iii) the Company or any of its Subsidiaries
    or any Permitted Partnership or any Guarantor acquiesces in the
    appointment of a receiver, trustee, custodian, conservator,
    liquidator, mortgagee in possession (or agent therefor), or other
    similar Person for itself or a substantial portion of its Property or
    business; or
    
                    8.1.8   ERISA Plans.  The occurrence of any one or
    more of the following events with respect to the Company, provided
    such event or events could reasonably be expected, in the judgment of
    the Administrative Agent, to subject the Company to any tax, penalty
    or liability (or any combination of the foregoing)  which, in the
    aggregate, could have a material adverse effect on the financial
    condition of the Company with respect to a Plan:  
    
                         (a)  A Reportable Event shall occur with respect
          to a Plan which is, in the reasonable judgment of the
          Administrative Agent likely to result in the termination of such
          Plan for purposes of Title IV of ERISA; or 
    
                         (b)  Any Plan termination (or commencement of
          proceedings to terminate a Plan) or the Company's full or partial
          withdrawal from a Plan; or
    
                    8.1.9   Monetary Judgments.  One or more final
    (non-interlocutory) judgments, orders or decrees shall be entered
    against the Company or any of its Subsidiaries or any Permitted
    Partnership or any Guarantor involving in the aggregate a liability
    (not fully covered by insurance) as to any single or related series of
    transactions, incidents or conditions of $1,000,000 or more, and the
    same shall remain unvacated and unstayed pending appeal for a period
    of sixty (60) days after the entry thereof; or
    
                    8.1.10   Adverse Change.  There shall occur, or be
    reasonably likely to occur, a Material Adverse Effect that continues
    unremedied for a period of thirty (30) days after the earlier of
    (i) the date upon which a Responsible Officer of the Company knew or
    should have known of such Material Adverse Effect or (ii) the date
    upon which written notice thereof is given to the Company by the Bank;
    or
    
                    8.1.11   Management Changes.  The Chairman of the
    Board or the chief executive officer of the Company resigns, is
    terminated or otherwise ceases to act for any reason, and such officer
    of the Company is not replaced with a person reasonably satisfactory
    to the Majority Banks within six (6) months after he ceases to hold
    such position.
    
                    8.1.12   Preferred Dividend Defaults.  The Company
    fails to pay in full any two (2) consecutive quarterly dividend
    payments owing to holders of the Company's preferred shares.
    
                    8.1.13   Early Termination of a Specified Swap
    Contract.  There occurs under any Specified Swap Contract an Early
    Termination Date (as defined in such Specified Swap Contract)
    resulting from (i) any event of default under such Specified Swap
    Contract as to which the Company is the Defaulting Party (as defined
    in such Specified Swap Contract) or (ii) any Termination Event (as
    defined in such Specified Swap Contract) as to which the Company is an
    Affected Party (as defined in such Specified Swap Contract), the
    occurrence of such Early Termination Date gives rise to a monetary
    obligation owing from the Company to the Swap Provider under the
    Specified Swap Contract, and the Company fails to pay such monetary
    obligation within five (5) days of such Swap Provider's demand.
    
               8.2  Remedies.  If any Event of Default occurs, the
    Administrative Agent shall, at the request of, or may, with the
    consent of, the Majority Banks:
    
                    8.2.1   Termination of Commitment to Lend.  Declare
          the commitment of each Bank to make Loans to be terminated,
          whereupon such commitment shall forthwith be terminated; and
    
                    8.2.2   Acceleration of Loans.  Declare the unpaid
          principal amount of all outstanding Loans, all interest accrued
          and unpaid thereon, and all other amounts owing or payable
          hereunder or under any other Loan Document to be immediately due
          and payable, without presentment, demand, protest or other notice
          of any kind, all of which are hereby expressly waived by the
          Company; and
    
                    8.2.3   Exercise of Rights and Remedies.  Exercise all
          rights and remedies available to it under the Loan Documents or
          applicable law; provided, however, that upon the occurrence of
          any event specified in subsections 8.1.6 or 8.1.7 above (in the
          case of clause (i) of subsection 8.1.7 upon the expiration of the
          60-day period mentioned therein), the obligation of each Bank to
          make Loans shall automatically terminate, and the unpaid
          principal amount of all outstanding Loans and all interest and
          other amounts as aforesaid shall automatically become due and
          payable without further act of the Administrative Agent or any
          Bank;
    
    provided, however, that upon the occurrence of an Event of Default
    under Section 8.1.12, the Administrative Agent may not exercise any of
    its remedies under Sections 8.2.2 or 8.2.3 until the earlier of
    (i) the first date on which a notice of redemption is given with
    respect to any or all of the Company's preferred shares and
    (ii) ninety (90) days after the occurrence of such Event of Default,
    unless the Company cures such Event of Default during such ninety (90)
    day period.
    
               8.3  Rights Not Exclusive.  The rights provided for in this
    Agreement and the other Loan Documents are cumulative and are not
    exclusive of any other rights, powers, privileges or remedies provided
    by law or in equity, or under any other instrument, document or
    agreement now existing or hereafter arising.
    
               8.4  Specified Swap Contract Remedies.  Notwithstanding any
    contrary provision of this Article 8 (other than Section 8.5), but
    subject to the provisions of Section 8.5, each Swap Provider shall
    have with respect to any Specified Swap Contract of such Swap Provider
    the right, to the extent so provided in the applicable Specified Swap
    Contract or any master agreement relating thereto, and after notice to
    the Administrative Agent, but without the approval or consent of the
    Administrative Agent or the other Banks, to (a) declare an event of
    default, termination event or other similar event thereunder and to
    create an Early Termination Date, and (b) to determine net termination
    amounts in accordance with the terms of such Specified Swap Contract
    and to set-off amounts between Specified Swap Contracts.
               8.5  Subordination of Swap Obligations.
    
                    8.5.1   Each Swap Provider agrees that (a) any and all
    present and future obligations or liabilities of the Company to a Swap
    Provider under any Specified Swap Contract, whether fixed or
    contingent, matured or unmatured, or liquidated or unliquidated,
    including any net termination amounts payable to the Swap Provider
    under any such Specified Swap Contract (collectively, the "Specified
    Swap Obligations"), shall be at all times junior and subordinate to
    the Obligations, including any claim for interest or expenses accruing
    after the commencement of an Insolvency Proceeding by or against the
    Company, and (b) all of the Specified Swap Obligations owing from the
    Company to each Swap Provider shall have the same priority, and each
    Swap Provider shall share equally and ratably (based on the relative
    amounts of the Specified Swap Obligations owing from the Company to
    each such Swap Provider) in any payment from the Company after all of
    the Obligations have been paid or otherwise satisfied in full and the
    obligations of the Banks to make Loans hereunder have been terminated.
    
                    8.5.2   Notwithstanding any contrary provision of any
    Specified Swap Contract, upon the occurrence of any event of default,
    a Termination Event or an Early Termination Date under a Specified
    Swap Contract, the Swap Provider shall have no right to exercise any
    of its rights or remedies against the Company under the Specified Swap
    Contract, and the Swap Provider's sole rights and remedies against the
    Company shall be limited to those of a "Bank" under the Loan
    Documents.  In particular, a Swap Provider shall have no right to
    commence or prosecute any action against the Company under the
    Specified Swap Contract or to set off against any deposit account of
    the Company with the Swap Provider.  Upon the occurrence and during
    the continuance of any Event of Default, any payment by the Company to
    a Swap Provider pursuant to a Specified Swap Contract, including any
    payment on any claim filed by such Swap Provider in any Insolvency
    Proceeding commenced by or against the Company, shall be considered to
    be a payment on account of the Obligations that is subject to the
    provisions of Section 2.13, until all of the Obligations have been
    paid or otherwise satisfied in full, and shall thereafter be
    considered to be a payment on account of all of the Specified Swap
    Obligations, and shall be shared by all of the Swap Providers pursuant
    to this Section 8.5 in the manner set forth in Section 2.13.  Each
    Swap Provider agrees that the provisions of this Section 8.5.2
    relating to restrictions on the exercise of remedies shall not apply
    to BofA acting in its capacity as Administrative Agent for the Banks.
    
                    8.5.3   Upon the occurrence of an Event of Default,
    including an Event of Default under Section 8.1.13, any amounts
    collected from the Company shall first be applied to the Obligations,
    until all of the Obligations have been paid or otherwise satisfied in
    full, and then to the Specified Swap Obligations, until all of the
    Specified Swap Obligations have been paid or otherwise satisfied in
    full.
    
                    8.5.4   Each Swap Provider agrees that its issuance of
    a Specified Swap Contract shall not alter any of its rights, duties or
    liabilities, or the rights, duties or liabilities of the
    Administrative Agent or any other Bank, under the Loan Documents, and
    each Swap Provider agrees that the Administrative Agent's or any
    Bank's exercise of any of its rights under the Loan Documents, with or
    without the consent of such Swap Provider, shall not alter, waive or
    otherwise prejudice the Administrative Agent's or any Bank's rights
    with respect to such Swap Provider under this Section 8.5.
    
                    8.5.5   The provisions of this Section 8.5 shall
    survive the full repayment or satisfaction of the Obligations, and
    shall continue in force until all of the Specified Swap Obligations
    owing from the Company to each Swap Provider have been paid or
    otherwise satisfied in full.
    
          9.   The Administrative Agent.
    
               9.1  Appointment and Authorization of the Administrative
    Agent. Each Bank hereby irrevocably appoints, designates and
    authorizes the Administrative Agent to take such action on its behalf
    under the provisions of this Agreement and each other Loan Document,
    and to exercise such powers and perform such duties, as are expressly
    delegated to it by the terms of this Agreement or any other Loan
    Document, together with such powers as are reasonably incidental
    thereto and as further provided in the Co-Lender Agreement described
    below. 
    
               9.2  The Administrative Agent's Powers.  Subject to the
    limitations set forth in the Loan Documents and Co-Lender Agreement,
    the  Administrative Agent's powers include but are not limited to the
    power:  (a) to administer, manage and service the Loans; (b) to
    enforce the Loan Documents; (c) to make all decisions under the Loan
    Documents in connection with the day-to-day administration of the
    Loans, any inspections required by the Loan Documents, and other
    routine administration and servicing matters; (d) to collect and
    receive from the Company or any third persons all payments of amounts
    due under the terms of the Loan Documents and to distribute the
    amounts thereof to the Banks; (e) to collect and distribute or
    disburse all other amounts due under the Loan Documents; (f) to grant
    or withhold consents, approvals or waivers, and make any other
    determinations in connection with the Loan Documents; and (g) to
    exercise all such powers as are incidental to any of the foregoing
    matters.  The Administrative Agent shall furnish to the Banks copies
    of material documents, including confidential ones, received from the
    Company regarding the Loans, the Loan Documents and the transactions
    contemplated thereby.  The Administrative Agent shall have no
    responsibility with respect to the authenticity, validity, accuracy or
    completeness of the information provided.
    
               9.3  Limitation on the Administrative Agent's Duties.  
    Notwithstanding any contrary provision of any Loan Document, the
    Administrative Agent shall not have any duties or responsibilities
    except those expressly set forth in the Loan Documents or the Co-
    Lender Agreement, nor shall the Administrative Agent have any
    fiduciary relationship with any Bank, and no implied covenants,
    responsibilities, duties, obligations or liabilities shall be read
    into this Agreement, any other Loan Document or the Co-Lender
    Agreement against the Administrative Agent.  
    
               9.4  Acknowledgment of Co-Lender Agreement.  The Company
    acknowledges that the Banks have executed a Co-Lender Agreement to
    supplement the Loan Documents with respect to the relationship of the
    Banks and the Administrative Agent among themselves in connection with
    the Loans.  The Co-Lender Agreement is not a Loan Document.
    
               9.5  Co-Agents.  None of the Banks identified on the face
    page or the signature pages of this Agreement as a "Co-Agent" shall
    have any right, power, obligation, liability, responsibility or duty
    under this Agreement or the other Loan Documents other than those
    applicable to all Banks as such.
    
               9.6  Successor Administrative Agent and Co-Agents.  The
    Administrative Agent or any Co-Agent may, and at the request of the
    Majority Banks shall, resign as Administrative Agent or Co-Agent, as
    the case may be, upon thirty (30) days' notice to the Banks.  If the
    Administrative Agent resigns under this Agreement, the Majority Banks
    shall appoint from among the Banks a successor administrative agent. 
    If no successor administrative agent is appointed prior to the
    effective date of the resignation of the Administrative Agent, the
    Administrative Agent may appoint, after consulting with the Banks, a
    successor administrative agent which would qualify as an Eligible
    Assignee.  If a Co-Agent resigns under this Agreement, the
    Administrative Agent shall elect either (a) to assume the rights and
    obligations, if any, of such Co-Agent, and thereupon all references to
    such Co-Agent shall be deemed references to the Administrative Agent,
    or (b) to appoint a successor Co-Agent from among the Banks.  Upon its
    acceptance of the appointment as successor administrative agent or
    co-agent hereunder, as the case may be, such successor shall succeed
    to all of the rights, powers and duties of the retiring Administrative
    Agent or Co-Agent, as the case may be, the term "Administrative Agent"
    or "Co-Agent", as the case may be, shall mean such successor, and the
    appointment, powers and duties of such retiring Administrative Agent
    or Co-Agent, as the case may be, shall terminate.  After any retiring
    Administrative Agent's resignation hereunder as Administrative Agent,
    the provisions of this Agreement regarding payment of costs and
    expenses and indemnification of the Administrative Agent shall inure
    to its benefit as to any actions that such retiring Administrative
    Agent took or omitted to take while it was Administrative Agent under
    this Agreement.  If no successor administrative agent has accepted
    appointment as Administrative Agent by the date which is thirty (30)
    days following a retiring Administrative Agent's notice of
    resignation, the retiring Administrative Agent's resignation shall
    nevertheless thereupon become effective, and the Banks shall perform
    all of the duties of the Administrative Agent hereunder until such
    time, if any, as the Majority Banks appoint a successor administrative
    agent in the manner set forth above.  Upon replacement of the
    Administrative Agent as provided in this Agreement, the former
    Administrative Agent shall promptly deliver to the new Administrative
    Agent copies of any books, records and documents related to the Loans
    and any collateral to which the Banks are entitled and which is then
    in the former Administrative Agent's possession.
    
          10.  Miscellaneous.
    
               10.1 Amendments and Waivers.  No amendment or waiver of any
    provision of this Agreement or any other Loan Document, and no consent
    with respect to any departure by the Company or any of its
    Subsidiaries therefrom, shall be effective unless the same shall be in
    writing and signed by the Administrative Agent at the written request
    of the Majority Banks, and then such waiver shall be effective only in
    the specific instance and for the specific purpose for which given;
    provided however, that no such amendment or waiver shall do any of the
    following unless it is in writing and signed by the Administrative
    Agent at the written request of all the Banks:
    
                    (a)  Increase the Commitment of any Bank; 
    
                    (b)  Postpone or delay any date fixed by this
          Agreement or any other Loan Document for any payment of
          principal, interest, fees or other amounts due to the Banks (or
          any one of them) hereunder or under any other Loan Document;
    
                    (c)  Reduce the rate of interest or any fees or other
          amounts payable in connection with the Loan;
    
                    (d)  Change the voting percentage of the Commitments
          or of the aggregate unpaid principal amount of the Loans that is
          required for the Banks, or any of them, to take any action
          hereunder;
    
                    (e)  Amend this or any provision requiring consent of
          all Banks for action by the Banks or the Administrative Agent;
    
                    (f)  Discharge the Company or any guarantor, except as
          otherwise may be provided in the Loan Documents or except where
          the consent of only the Majority Banks is expressly required by
          any Loan Document; 
    
                    (g)  Amend Section 7.10, Section 7.11, Section 7.15,
          Section 7.16, Section 7.17 or Section 8 of the Loan Agreement.
    
               10.2 Notices.
    
                    (a)  All notices, requests and other communications
          provided for hereunder shall be in writing (including, unless the
          context expressly otherwise provides, facsimile transmission) and
          mailed (by certified mail, postage prepaid, return receipt
          requested), delivered or telecopied to the address or number
          specified for notices on the applicable signature page hereof, or
          to such other address as shall be designated by such party in a
          written notice to the other parties.
    
                    (b)  All such notices and communications shall, when
          transmitted by overnight delivery or telecopied by facsimile, be
          effective when delivered for overnight delivery or transmitted by
          telecopier, respectively, or if delivered, upon delivery, except
          that notices pursuant to Article 2 shall not be effective until
          actually received by the Administrative Agent.  All notices and
          communications telecopied by facsimile will also be mailed by
          ordinary first class mail, postage prepaid.  All such notices and
          communications delivered by mail shall be effective upon the
          earlier of (i) two (2) Business Days after deposit in the United
          States mail, or (ii) actual receipt, as evidenced by the return
          receipt.
    
                    (c)  The Company acknowledges and agrees that any
          agreement of the Administrative Agent at Article 2 herein to
          receive certain notices by telephone and facsimile is solely for
          the convenience and at the request of the Company.  The
          Administrative Agent and the Banks shall be entitled to rely on
          the authority of any Person purporting to be a Person authorized
          by the Company to give such notice, and the Administrative Agent
          and the Banks shall not have any liability to the Company or any
          other Person on account of any action taken or not taken by the
          Administrative Agent or the Banks in reliance upon such
          telephonic or facsimile notice.  The obligation of the Company to
          repay the Loans shall not be affected in any way or to any extent
          by any failure by the Administrative Agent or the Banks to
          receive written confirmation of any telephonic or facsimile
          notice or the receipt by the Administrative Agent or the Banks of
          a confirmation which is at variance with the terms understood by
          the Administrative Agent or the Banks to be contained in the
          telephonic or facsimile notice.
    
               10.3 No Waiver; Cumulative Remedies.  No failure on the
    part of the Administrative Agent or any Bank in exercising, and no
    delay in its exercising, any right, remedy, power or privilege
    hereunder shall operate as a waiver thereof; nor shall any single or
    partial exercise of any right, remedy, power or privilege hereunder
    preclude any other or further exercise thereof or the exercise of any
    other right, remedy, power or privilege.
    
               10.4 Costs and Expenses.  The Company shall, whether or not
    the transactions contemplated hereby shall be consummated:
    
                    (a)  pay or reimburse the Administrative Agent within
          fifteen (15) Business Days after demand (subject to
          subsection 4.2.2) for all costs and expenses incurred by them in
          connection with the development, preparation, delivery,
          administration (other than normal overhead costs of administering
          the Loans) and execution of, and any amendment, supplement,
          waiver or modification to, this Agreement, any other Loan
          Document and any other documents prepared in connection herewith
          or therewith, and the consummation of the transactions
          contemplated hereby and thereby, including Attorney Costs
          incurred by BofA (including in its capacity as the Administrative
          Agent) with respect thereto;
    
                    (b)  pay or reimburse the Administrative Agent within
          fifteen (15) Business Days after demand (subject to
          subsection 4.2.2) for all costs and expenses incurred in
          connection with the enforcement, attempted enforcement or
          preservation of any rights or remedies (including in connection
          with any workout or restructuring regarding the Loans) under this
          Agreement, any other Loan Document, and any such other documents,
          including Attorney Costs incurred by the Administrative Agent;
          and
    
                    (c)  pay or reimburse BofA (including in its capacity
          as the Administrative Agent) within thirty (30) days after demand
          (subject to subsection 4.2.2) for all appraisal (including the
          allocated cost of internal appraisal services), audit,
          environmental inspection and review (including the allocated cost
          of such internal services), search and filing costs, fees and
          expenses incurred or sustained by BofA (including in its capacity
          as the Administrative Agent) in connection with the matters
          referred to under paragraphs (a) and (b) of this Section.
    
               10.5 Indemnity.  Whether or not the transactions
    contemplated hereby shall be consummated, the Company shall pay,
    indemnify, and hold the Agent-Related Persons, and each Bank and each
    of their respective officers, directors, employees, counsel, agents
    and attorneys-in-fact (each, an "Indemnified Person") harmless from
    and against any and all liabilities, obligations, losses, damages,
    penalties, actions, judgments, suits, costs, charges, expenses or
    disbursements (including Attorney Costs) of any kind or nature
    whatsoever which may be incurred by or asserted against any such
    Indemnified Person arising out of relating to the execution, delivery,
    enforcement, performance or administration of this Agreement or any
    other Loan Documents, or the transactions contemplated hereby and
    thereby, and with respect to any investigation, litigation or
    proceeding related to this Agreement or the Loans or the use of the
    proceeds thereof, whether or not any Indemnified Person is a party
    thereto (all the foregoing, collectively, the "Indemnified
    Liabilities"); provided, that the Company shall have no obligation
    hereunder to any Indemnified Person with respect to Indemnified
    Liabilities arising solely from the negligence or willful misconduct
    of such Indemnified Person.  The obligations in this Section 10.5
    shall survive payment or satisfaction of all other Obligations.  At
    the election of any Indemnified Person, the Company shall defend such
    Indemnified Person using legal counsel satisfactory to such
    Indemnified Person in such Person's sole discretion, at the sole cost
    and expense of the Company.  All amounts owing under this Section 10.5
    shall be paid within thirty (30) days after demand.
    
               10.6 Marshaling; Payments Set Aside.  Neither the
    Administrative Agent not the Banks shall be under any obligation to
    marshal any assets in favor of the Company or any other Person,
    including any Swap Provider, or against or in payment of any or all of
    the Obligations.  To the extent that the Company makes a payment or
    payments to the Administrative Agent or the Banks, or the
    Administrative Agent or the Banks enforce their Liens, and such
    payment or payments or the proceeds of such enforcement or any part
    thereof are subsequently invalidated, declared to be fraudulent or
    preferential, set aside or required to be repaid to a trustee,
    receiver or any other party in connection with any Insolvency
    Proceeding, or otherwise, then to the extent of such recovery the
    obligation or part thereof originally intended to be satisfied shall
    be revived and continued in full force and effect as if such payment
    had not been made or such enforcement had not occurred.
    
               10.7 Successors and Assigns.  The provisions of this
    Agreement shall be binding upon and inure to the benefit of the
    parties hereto and their respective successors and assigns, except
    that the Company may not assign or transfer any of its rights or
    obligations under this Agreement without the prior written consent of
    the Administrative Agent and each Bank.
    
               10.8 Assignments, Participations, Confidentiality.
    
                    10.8.1   Assignments.  Each Bank may at any time
    assign and delegate to one or more Eligible Assignees (each, an
    "Assignee") with the written consent of the Company, which consent
    shall not be unreasonably withheld (provided that no written consent
    of the Company shall be required (a) after the occurrence and during
    the continuance of an Event of Default or (b) in connection with any
    assignment and delegation to an Affiliate of such Bank), all of the
    Loans, the Commitment and the other rights and obligations of such
    Bank hereunder and under the other Loan Documents; provided, however,
    that any Bank that is or becomes a party to this Agreement from time
    to time shall at all times retain an interest in the Loans, the
    Commitment and the other rights and obligations of a Bank hereunder in
    an amount that bears the same proportion to the interests of all Banks
    hereunder as such Bank retains in the loans, commitments and other
    rights and obligations of a bank under the Secured Loan Agreement;
    provided further, however, that the Company may continue to deal
    solely and directly with the assignor Bank in connection with the
    interest so assigned to an Assignee until (i) written notice of such
    assignment, substantially in the form of Schedule 1 to the attached
    Exhibit F, shall have been given to the Company and the Administrative
    Agent by such Bank and the Assignee, (ii) such Bank and its Assignee
    shall have delivered to the Administrative Agent and the Company an
    Assignment and Assumption Agreement substantially in the form of the
    attached Exhibit F ("Assignment and Assumption Agreement") (together
    with any Note(s) subject to such assignment), and (iii) the Assignee
    shall have paid to the Administrative Agent a processing fee in the
    amount of $2,500.  In the event that the Company elects to permanently
    reduce the Maximum Commitment Amount pursuant to Section 2.6, the
    minimum required hold amounts and the minimum amount of any assignment
    of a Bank's interest in the Loans, the Commitment and the other rights
    and obligations of such Bank hereunder and under the other Loan
    Documents shall be reduced pro rata.
    
                    10.8.2   Effect of Assignment.  From and after the
    date on which the Administrative Agent notifies the assigning Bank
    that all conditions and requirements of the assignment have been met,
    then to the extent that rights and obligations hereunder have been
    assigned (a) the Assignee thereunder shall be a party hereto and shall
    have the rights and obligations of a Bank under the Loan Documents and
    the Co-Lender Agreement, (b) the assigning Bank shall relinquish such
    assigned rights and be released from such assigned obligations under
    the Loan Documents, (c) this Agreement shall be deemed to be amended
    to the extent necessary to reflect the addition of the Assignee and
    the resulting adjustment of the Pro Rata Shares of the Loans arising
    therefrom, and (d) the Pro Rata Share allocated to an Assignee shall
    reduce the Pro Rata Share of the assigning Bank.
    
                    10.8.3   Participations.  Subject to the limitations
    set forth in Section 10.8.1, which apply equally to participations and
    assignments, any Bank (the "originating Bank") may at any time sell to
    one or more Persons that are not Affiliates of the Company (each, a
    "Participant") participating interests in any Loans, the Commitment
    and the other interests of such originating Bank hereunder and under
    the other Loan Documents; provided, however, that (a) the originating
    Bank's obligations under this Agreement shall remain unchanged,
    (b) the originating Bank shall remain solely responsible for the
    performance of such obligations, (c) the Company and the
    Administrative Agent shall continue to deal solely and directly with
    the originating Bank in connection with the originating Bank's rights
    and obligations under this Agreement and the other Loan Documents,
    (d) the Participant shall, together with the originating Bank, be
    entitled to the non-exclusive protections of Sections 3.1 and 3.3 as
    though it were also the originating Bank hereunder, and (e) no Bank
    shall transfer or grant any participating interest under which the
    Participant has rights to approve any amendment, consent or waiver
    with respect to any Loan Document, except to the extent such
    amendment, consent or waiver would require unanimous consent of the
    Banks.  A Participant shall not have any rights under the Loan
    Documents or the Co-Lender Agreement, and all amounts payable by the
    Company hereunder shall be determined as if the originating Bank had
    not sold such participation.
    
                    10.8.4   Pledge to Federal Reserve Bank. 
    Notwithstanding any other provision, a Bank may pledge its interest in
    the Commitment, in the Loans and under the Loan Documents in favor of
    any Federal Reserve Bank in accordance with Federal law.  
    
                    10.8.5   Confidentiality.  Each Bank agrees to take
    normal and reasonable precautions and exercise due care to maintain
    the confidentiality of all non-public information provided to it by
    the Company or any Subsidiary of the Company in connection with this
    Agreement or any other Loan Document, and the Banks and any of its
    Affiliates shall not use any such information for any purpose or in
    any manner other than pursuant to the terms contemplated by this
    Agreement, except to the extent such information (i) was or becomes
    generally available to the public other than as a result of a
    disclosure by such Bank, or (ii) was or becomes available on a
    non-confidential basis from a source other than the Company (provided
    that such source is not bound by a confidentiality agreement with the
    Company known to such Bank); provided, however, that such Bank may
    disclose such information (A) at the request or pursuant to any
    requirement of any Governmental Authority to which such Bank is
    subject or in connection with an examination of such Bank by any such
    authority; (B) pursuant to subpoena or other court process; (C) when
    required to do so in accordance with the provisions of any applicable
    Requirement of Law; and (D) to such Bank's independent auditors and
    other professional advisors.  Notwithstanding the foregoing, the
    Company authorizes each Bank to disclose to any Participant or
    Assignee (each, a "Transferee"), and to any prospective Transferee,
    such financial and other information in such Bank's possession
    concerning the Company or its Subsidiaries which has been delivered to
    such Bank pursuant to this Agreement or which has been delivered to
    such Bank by the Company in connection with the Bank's credit
    evaluation of the Company prior to entering into this Agreement;
    provided that, unless otherwise agreed by the Company, such Transferee
    agrees in writing with such Bank to keep such information confidential
    to the same extent required of such Bank hereunder.
    
               10.9 Counterparts.  This Agreement may be executed by one
    or more of the parties to this Agreement in any number of separate
    counterparts, each of which, when so executed, shall be deemed an
    original, and all of said counterparts taken together shall be deemed
    to constitute but one and the same instrument.
    
               10.10   Severability.  The illegality or unenforceability of
    any provision of this Agreement or any instrument or agreement
    required hereunder shall not in any way affect or impair the legality
    or enforceability of the remaining provisions of this Agreement or any
    instrument or agreement required hereunder.
    
               10.11   No Third Parties Benefited.  This Agreement is made
    and entered into for the sole protection and legal benefit of the
    Company, the Banks, the Administrative Agent and the Agent-Related
    Persons, and their permitted successors and assigns, and no other
    Person (other than an Indemnified Person under Section 10.5) shall be
    a direct or indirect legal beneficiary of, or have any direct or
    indirect cause of action or claim in connection with, this Agreement
    or any of the other Loan Documents.  The Administrative Agent shall
    have no obligation to any Person not a party to this Agreement or
    other Loan Documents.
    
               10.12   Time.  Time is of the essence as to each term or
    provision of this Agreement and each of the other Loan Documents.
    
               10.13   Governing Law.  This Agreement and the Revolving
    Notes shall be governed by, and construed in accordance with, the laws
    of the State of California (without regard to conflicts of law rules);
    provided that the Administrative Agent and the Banks shall retain all
    rights arising under federal law.
    
               10.14   Arbitration; Reference.
    
                    (a)  Mandatory Arbitration.  Any controversy or claim
          between or among the parties, including but not limited to those
          arising out of or relating to this Agreement or any agreements or
          instruments relating hereto or delivered in connection herewith
          and any claim based on or arising from an alleged tort, shall at
          the request of any party be determined by arbitration.  The
          arbitration shall be conducted in accordance with the United
          States Arbitration Act (Title 9, U.S. Code), notwithstanding any
          choice of law provision in this Agreement, and under the
          Commercial Rules of the American Arbitration Association ("AAA").
          The arbitrator(s) shall give effect to statutes of limitation in
          determining any claim.  Any controversy concerning whether an
          issue is arbitrable shall be determined by the arbitrator(s). 
          Judgment upon the arbitration award may be entered in any court
          having jurisdiction.  The institution and maintenance of an
          action for judicial relief or pursuit of a provisional or
          ancillary remedy shall not constitute a waiver of the right of
          any party, including the plaintiff, to submit the controversy or
          claim to arbitration if any other party contests such action for
          judicial relief.
    
                    (b)  Real Property Collateral.  Notwithstanding the
          provisions of subparagraph 10.14(a), no controversy or claim
          shall be submitted to arbitration without the consent of all
          parties if, at the time of the proposed submission, such
          controversy or claim arises from or relates to an obligation to
          the Banks which is secured by real property collateral.  If all
          parties do not consent to submission of such a controversy or
          claim to arbitration, the controversy or claim shall be
          determined as provided in subparagraph 10.14(c).
    
                    (c)  Judicial Reference.  At the request of any party,
          a controversy or claim which is not submitted to arbitration as
          provided and limited in subparagraphs 10.14(a) and 10.14(b) shall
          be determined by a reference in accordance with California Code
          of Civil Procedure Section 638 et seq.  If such an election is
          made, the parties shall designate to the court a referee or
          referees selected under the auspices of the AAA in the same
          manner as arbitrators are selected in AAA-sponsored proceedings. 
          The presiding referee of the panel, or the referee if there is a
          single referee, shall be an active attorney or retired judge. 
          Judgment upon the award rendered by such referee or referees
          shall be entered in the court in which such proceeding was
          commenced in accordance with California Code of Civil Procedure
          Sections 644 and 645.
    
                    (d)  Provisional Remedies, Self-Help and Foreclosure. 
          No provision of this Section 10.14 shall limit the right of any
          party to this Agreement to exercise self-help remedies such as
          set-off, foreclosure against or sale of any real or personal
          property collateral or security, or obtaining provisional or
          ancillary remedies from a court of competent jurisdiction before,
          after or during the pendency of any arbitration or other
          proceeding.  The exercise of a remedy does not waive the right of
          either party to resort to arbitration or reference.  At Bank's
          option, foreclosure under a deed of trust or mortgage may be
          accomplished either by exercise of a power of sale under the deed
          of trust or mortgage or by judicial foreclosure.
    
               10.15   Notice of Claims; Claims Bar.  THE COMPANY HEREBY
    AGREES THAT IT SHALL GIVE PROMPT WRITTEN NOTICE OF ANY CLAIM OR CAUSE
    OF ACTION IT BELIEVES IT HAS, OR MAY SEEK TO ASSERT OR ALLEGE, AGAINST
    THE BANK, WHETHER SUCH CLAIM IS BASED IN LAW OR EQUITY, ARISING UNDER
    OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OR TO
    THE LOANS, OR ANY ACT OR OMISSION TO ACT BY THE ADMINISTRATIVE AGENT
    OR ANY BANK WITH RESPECT HERETO OR THERETO, AND THAT IF IT SHALL FAIL
    TO GIVE SUCH PROMPT NOTICE TO THE ADMINISTRATIVE AGENT OR SUCH BANK
    WITH REGARD TO ANY SUCH CLAIM OR CAUSE OF ACTION, IT SHALL BE DEEMED
    TO HAVE WAIVED, AND SHALL BE FOREVER BARRED FROM BRINGING OR
    ASSERTING, SUCH CLAIM OR CAUSE OF ACTION IN ANY SUIT, ACTION OR
    PROCEEDING IN ANY COURT OR BEFORE ANY GOVERNMENTAL AGENCY.
    
               10.16   Entire Agreement.  This Agreement, together with the
    other Loan Documents, embodies the entire Agreement and understanding
    among the Company, on the one hand, and the Administrative Agent and
    the Banks, on the other, and supersedes all prior or contemporaneous
    agreements and understandings of such Persons, verbal or written,
    relating to the subject matter hereof and thereof, except for any
    prior arrangements made with respect to the payment by the Company of
    (or any indemnification for) any fees, costs or expenses payable to or
    incurred (or to be incurred) by or on behalf of the Administrative
    Agent or any of the Banks. 
    
               10.17   Interpretation.  This Agreement is the result of
    negotiations between, and has been reviewed by counsel to, the Company
    and the Administrative Agent, and is the product of all parties
    hereto.  Accordingly, this Agreement and the other Loan Documents
    shall not be construed against the Administrative Agent or the Banks
    merely because of their involvement in the preparation of such
    documents and agreements.
    
               10.18   Existing Approved Unencumbered Parcels.  The
    Administrative Agent and each Bank acknowledges that, as of the date
    of this Agreement, each of the Parcels identified on Exhibit E is an
    Approved Unencumbered Parcel having the Acquisition Cost set forth
    therein.
    
               IN WITNESS WHEREOF, the parties hereto have caused this
    Agreement to be duly executed and delivered by their proper and duly
    authorized officers as of the day and year first above written.
    
    "Company"
    
    BEDFORD PROPERTY INVESTORS, INC.,
    a Maryland corporation
    
    
    By               /s/Peter B. Bedford        
                      Peter B. Bedford
                    Chairman and
                     Chief Executive Officer
    
    Notice Address:
    
    270 Lafayette Circle
    Lafayette, California 94549
    Attention:  Peter B. Bedford
    Telephone No.:  (510) 283-8910
    Telecopier No.:  (510) 283-5697
    
    "Administrative Agent"
    
    BANK OF AMERICA NATIONAL TRUST
    AND SAVINGS ASSOCIATION, as Administrative Agent
    
    
    By         /s/ Mark Gregor-Pearse                  
    
                  Mark Gregor-Pearse, Vice President
                    [Printed Name and Title]
    
    Notice Address:
    
    50 California Street, 11th Floor
    San Francisco, California 94111
    Attention:  Mark Gregor-Pearse
    Telephone No.:  (415) 445-4150
    Telecopier No.:  (415) 445-4154
    
    
    "Banks"
    
    BANK OF AMERICA NATIONAL TRUST
    AND SAVINGS ASSOCIATION 
    
    
    By         /s/ Mark Gregor-Pearse                  
    
                  Mark Gregor-Pearse, Vice President
                    [Printed Name and Title]
    
    Commitment:  $21,428,570.50
    
    Lending Office/Notice Address:
    
    50 California Street, 11th Floor
    San Francisco, California 94111
    Attention:  Mark Gregor-Pearse
    Telephone No.:  (415) 445-4150
    Telecopier No.:  (415) 445-4154
    
      <PAGE>
    SANWA BANK CALIFORNIA,
    a California corporation
    
    
    By                 /s/Pamela DuChesne              
                        Pamela DuChesne
                         Vice President
    
    Commitment:  $7,142,857.00
    
    Lending Office/Notice Address:
    
    4041 MacArthur Boulevard
    Newport Beach, CA 92660
    Attention:  Pamela DuChesne
    Telephone No.:  (714) 622-6021
    Telecopier No.:  (714) 852-1510
    
    
    THE FIRST NATIONAL BANK OF CHICAGO
    
    
    By                /s/ Michael A. Parisi              
                       Michael A. Parisi
                   Corporate Banking Officer
    
    Commitment:  $10,000,000.00
    
    Lending Office/Notice Address:
    
    One First National Plaza, Suite 0315
    Chicago, Illinois 60670
    Attention:  Rebecca McCloskey
    Telephone No.:  (312) 732-1077
    Telecopier No.:  (312) 732-1117
    
    
      <PAGE>
 
 UNION BANK OF CALIFORNIA, N.A.
    
    
    By        /s/David B. Murphy                                  
    
                David B. Murphy, Vice President             
                    [Printed Name and Title]
    
    Lending Office/Notice Address:
    
    Commitment:  $11,428,571.50
    
    350 California Street, 7th Floor
    San Francisco, California 94104
    Attention:  David B. Murphy
    Telephone No.:  (415) 705-7329
    Telecopier No.:  (415) 433-7438
    
    
    
    
      <PAGE>
                           REVOLVING NOTE
                              (Unsecured)
    
    $21,428,570.50                        San Francisco, California
                                                      June 15, 1998
    
               FOR VALUE RECEIVED, BEDFORD PROPERTY INVESTORS, INC., a
    Maryland corporation (the "Company"), promises to pay to the order of
    BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the "Bank"),
    at the offices of Bank of America National Trust and Savings
    Association, Administrative Agent for the Bank, at 50 California
    Street, 11th Floor (Unit 8940), San Francisco, California 94111, or at
    such other place as the Bank may designate from time to time, the sum
    of Twenty-One Million Four Hundred Twenty-Eight Thousand Five Hundred
    Seventy Dollars and Fifty Cents ($21,428,570.50), or the aggregate
    unpaid principal amount outstanding hereunder, whichever may be the
    lesser, in immediately available funds and lawful money of the United
    States of America.
    
               Interest shall accrue on amounts outstanding hereunder in
    accordance with that certain Amended and Restated Unsecured Credit
    Agreement dated as of June 15, 1998 (the "Agreement") among the
    Company, the Banks party thereto and Bank of America National Trust
    and Savings Association, as Administrative Agent for the Banks. 
    (Capitalized term used in this Revolving Note and not defined herein
    shall have the meanings given to them in the Agreement.)  Pursuant
    thereto, interest shall accrue on amounts outstanding hereunder from
    time to time:  (a) at a fluctuating rate equal to 0.25% per annum
    above the Reference Rate; or (b) at the Company's option, subject to
    the terms of the Agreement, at a rate equal to 1.75% per annum above
    the applicable Offshore Rate.  A change in the interest rate for
    Reference Rate Loans shall take effect on the day specified in the
    public announcement of the change in the Reference Rate.  Interest
    shall be computed on the basis of a 360-day year and actual days
    elapsed.  Interest shall become due and payable in accordance with the
    terms of the Agreement.
    
               Subject to the provisions of Section 2.7 of the Agreement,
    all unpaid principal and interest outstanding hereunder shall be due
    and payable on June 1, 2001; provided that prepayments of principal
    shall be made as provided in the Agreement.
    
               This Revolving Note is the Revolving Note referred to in the
    Agreement, and is issued in conjunction with, and is entitled to all
    of the rights, benefits and privileges provided in, the Agreement, as
    now existing or as the same may from time to time be supplemented,
    modified or amended.  The Agreement, among other things, provides that
    amounts outstanding hereunder from time to time may be repaid pursuant
    to the Agreement and reborrowed from time to time pursuant to the
    Agreement, and contains provisions for acceleration of the maturity
    hereof upon the happening of certain stated events.  
    
               The Bank may endorse on the schedule annexed to this
    Revolving Note the date, amount and maturity of each Loan that it
    makes pursuant to the Agreement, the purpose of the Loan, the amount
    of each payment of principal that the Company makes with respect
    thereto and the source of the funds from which each principal payment
    is made.  The Company irrevocably authorizes the Bank to endorse this
    Revolving Note, and the Bank's record shall be conclusive absent
    manifest error; provided, however, that the Bank's failure to make, or
    its error in making, a notation on the attached schedule with respect
    to any Loan shall not limit or otherwise affect the Company's
    obligations to the Bank hereunder or under the Agreement.
    
               The Company waives presentment, demand, protest, notice of
    protest, notice of nonpayment or dishonor and all other notices in
    connection with the delivery, acceptance, performance, default or
    enforcement of this Revolving Note.  Time is of the essence hereof.
    
               This Revolving Note has been executed by the undersigned in
    the State of California, and shall be governed by, and construed in
    accordance with, the laws of the State of California.
    
    BEDFORD PROPERTY INVESTORS, INC.,
    a Maryland corporation
    
    
    By             /s/ Peter B. Bedford     
                   Peter B. Bedford
                  Chairman and
                Chief Executive Officer
      <PAGE>
                       REVOLVING NOTE
                         (Unsecured)
    
    $11,428,571.50                San Francisco, California
                                              June 15, 1998
    
               FOR VALUE RECEIVED, BEDFORD PROPERTY INVESTORS, INC., a
    Maryland corporation (the "Company"), promises to pay to the order of
    UNION BANK OF CALIFORNIA, N.A. (the "Bank"), at the offices of Bank of
    America National Trust and Savings Association, Administrative Agent
    for the Bank, at 50 California Street, 11th Floor (Unit 8940),
    San Francisco, California 94111, or at such other place as the Bank
    may designate from time to time, the sum of Eleven Million Four
    Hundred Twenty-Eight Thousand Five Hundred Seventy-One Dollar and
    Fifty Cents ($ 11,428,571.50), or the aggregate unpaid principal
    amount outstanding hereunder, whichever may be the lesser, in
    immediately available funds and lawful money of the United States of
    America.
    
               Interest shall accrue on amounts outstanding hereunder in
    accordance with that certain Amended and Restated Unsecured Credit
    Agreement dated as of June 15, 1998 (the "Agreement") among the
    Company, the Banks party thereto and Bank of America National Trust
    and Savings Association, as Administrative Agent for the Banks. 
    (Capitalized term used in this Revolving Note and not defined herein
    shall have the meanings given to them in the Agreement.)  Pursuant
    thereto, interest shall accrue on amounts outstanding hereunder from
    time to time:  (a) at a fluctuating rate equal to 0.25% per annum
    above the Reference Rate; or (b) at the Company's option, subject to
    the terms of the Agreement, at a rate equal to 1.75% per annum above
    the applicable Offshore Rate.  A change in the interest rate for
    Reference Rate Loans shall take effect on the day specified in the
    public announcement of the change in the Reference Rate.  Interest
    shall be computed on the basis of a 360-day year and actual days
    elapsed.  Interest shall become due and payable in accordance with the
    terms of the Agreement.
    
               Subject to the provisions of Section 2.7 of the Agreement,
    all unpaid principal and interest outstanding hereunder shall be due
    and payable on June 1, 2001; provided that prepayments of principal
    shall be made as provided in the Agreement.
    
               This Revolving Note is the Revolving Note referred to in the
    Agreement, and is issued in conjunction with, and is entitled to all
    of the rights, benefits and privileges provided in, the Agreement, as
    now existing or as the same may from time to time be supplemented,
    modified or amended.  The Agreement, among other things, provides that
    amounts outstanding hereunder from time to time may be repaid pursuant
    to the Agreement and reborrowed from time to time pursuant to the
    Agreement, and contains provisions for acceleration of the maturity
    hereof upon the happening of certain stated events.  
    
               The Bank may endorse on the schedule annexed to this
    Revolving Note the date, amount and maturity of each Loan that it
    makes pursuant to the Agreement, the purpose of the Loan, the amount
    of each payment of principal that the Company makes with respect
    thereto and the source of the funds from which each principal payment
    is made.  The Company irrevocably authorizes the Bank to endorse this
    Revolving Note, and the Bank's record shall be conclusive absent
    manifest error; provided, however, that the Bank's failure to make, or
    its error in making, a notation on the attached schedule with respect
    to any Loan shall not limit or otherwise affect the Company's
    obligations to the Bank hereunder or under the Agreement.
    
               The Company waives presentment, demand, protest, notice of
    protest, notice of nonpayment or dishonor and all other notices in
    connection with the delivery, acceptance, performance, default or
    enforcement of this Revolving Note.  Time is of the essence hereof.
    
               This Revolving Note has been executed by the undersigned in
    the State of California, and shall be governed by, and construed in
    accordance with, the laws of the State of California.
    
    BEDFORD PROPERTY INVESTORS, INC.,
    a Maryland corporation
    
    
    By        /s/ Peter B. Bedford               
               Peter B. Bedford
                  Chairman and
                Chief Executive Officer
      <PAGE>
                       REVOLVING NOTE
                         (Unsecured)
    
    $10,000,000.00                San Francisco, California
                                              June 15, 1998
    
               FOR VALUE RECEIVED, BEDFORD PROPERTY INVESTORS, INC., a
    Maryland corporation (the "Company"), promises to pay to the order of
    THE FIRST NATIONAL BANK OF CHICAGO (the "Bank"), at the offices of
    Bank of America National Trust and Savings Association, Administrative
    Agent for the Bank, at 50 California Street, 11th Floor (Unit 8940),
    San Francisco, California 94111, or at such other place as the Bank
    may designate from time to time, the sum of Ten Million Dollars and No
    Cents ($ 10,000,000.00), or the aggregate unpaid principal amount
    outstanding hereunder, whichever may be the lesser, in immediately
    available funds and lawful money of the United States of America.
    
               Interest shall accrue on amounts outstanding hereunder in
    accordance with that certain Amended and Restated Unsecured Credit
    Agreement dated as of June 15, 1998 (the "Agreement") among the
    Company, the Banks party thereto and Bank of America National Trust
    and Savings Association, as Administrative Agent for the Banks. 
    (Capitalized term used in this Revolving Note and not defined herein
    shall have the meanings given to them in the Agreement.)  Pursuant
    thereto, interest shall accrue on amounts outstanding hereunder from
    time to time:  (a) at a fluctuating rate equal to 0.25% per annum
    above the Reference Rate; or (b) at the Company's option, subject to
    the terms of the Agreement, at a rate equal to 1.75% per annum above
    the applicable Offshore Rate.  A change in the interest rate for
    Reference Rate Loans shall take effect on the day specified in the
    public announcement of the change in the Reference Rate.  Interest
    shall be computed on the basis of a 360-day year and actual days
    elapsed.  Interest shall become due and payable in accordance with the
    terms of the Agreement.
    
               Subject to the provisions of Section 2.7 of the Agreement,
    all unpaid principal and interest outstanding hereunder shall be due
    and payable on June 1, 2001; provided that prepayments of principal
    shall be made as provided in the Agreement.
    
               This Revolving Note is the Revolving Note referred to in the
    Agreement, and is issued in conjunction with, and is entitled to all
    of the rights, benefits and privileges provided in, the Agreement, as
    now existing or as the same may from time to time be supplemented,
    modified or amended.  The Agreement, among other things, provides that
    amounts outstanding hereunder from time to time may be repaid pursuant
    to the Agreement and reborrowed from time to time pursuant to the
    Agreement, and contains provisions for acceleration of the maturity
    hereof upon the happening of certain stated events.  
    
               The Bank may endorse on the schedule annexed to this
    Revolving Note the date, amount and maturity of each Loan that it
    makes pursuant to the Agreement, the purpose of the Loan, the amount
    of each payment of principal that the Company makes with respect
    thereto and the source of the funds from which each principal payment
    is made.  The Company irrevocably authorizes the Bank to endorse this
    Revolving Note, and the Bank's record shall be conclusive absent
    manifest error; provided, however, that the Bank's failure to make, or
    its error in making, a notation on the attached schedule with respect
    to any Loan shall not limit or otherwise affect the Company's
    obligations to the Bank hereunder or under the Agreement.
    
               The Company waives presentment, demand, protest, notice of
    protest, notice of nonpayment or dishonor and all other notices in
    connection with the delivery, acceptance, performance, default or
    enforcement of this Revolving Note.  Time is of the essence hereof.
    
               This Revolving Note has been executed by the undersigned in
    the State of California, and shall be governed by, and construed in
    accordance with, the laws of the State of California.
    
    BEDFORD PROPERTY INVESTORS, INC.,
    a Maryland corporation
    
    
    By         /s/ Peter B. Bedford           
               Peter B. Bedford
                  Chairman and
                Chief Executive Officer
      <PAGE>
                        REVOLVING NOTE
                          (Unsecured)
    
    $7,142,857.00                 San Francisco, California
                                              June 15, 1998
    
               FOR VALUE RECEIVED, BEDFORD PROPERTY INVESTORS, INC., a
    Maryland corporation (the "Company"), promises to pay to the order of
    SANWA BANK CALIFORNIA (the "Bank"), at the offices of Bank of America
    National Trust and Savings Association, Administrative Agent for the
    Bank, at 50 California Street, 11th Floor (Unit 8940), San Francisco,
    California 94111, or at such other place as the Bank may designate
    from time to time, the sum of Seven Million One Hundred Forty-Two
    Thousand Eight Hundred Fifty-Seven Dollars and No Cents
    ($7,142,857.00), or the aggregate unpaid principal amount outstanding
    hereunder, whichever may be the lesser, in immediately available funds
    and lawful money of the United States of America.
    
               Interest shall accrue on amounts outstanding hereunder in
    accordance with that certain Amended and Restated Unsecured Credit
    Agreement dated as of June 15, 1998 (the "Agreement") among the
    Company, the Banks party thereto and Bank of America National Trust
    and Savings Association, as Administrative Agent for the Banks. 
    (Capitalized term used in this Revolving Note and not defined herein
    shall have the meanings given to them in the Agreement.)  Pursuant
    thereto, interest shall accrue on amounts outstanding hereunder from
    time to time:  (a) at a fluctuating rate equal to 0.25% per annum
    above the Reference Rate; or (b) at the Company's option, subject to
    the terms of the Agreement, at a rate equal to 1.75% per annum above
    the applicable Offshore Rate.  A change in the interest rate for
    Reference Rate Loans shall take effect on the day specified in the
    public announcement of the change in the Reference Rate.  Interest
    shall be computed on the basis of a 360-day year and actual days
    elapsed.  Interest shall become due and payable in accordance with the
    terms of the Agreement.
    
               Subject to the provisions of Section 2.7 of the Agreement,
    all unpaid principal and interest outstanding hereunder shall be due
    and payable on June 1, 2001; provided that prepayments of principal
    shall be made as provided in the Agreement.
    
               This Revolving Note is the Revolving Note referred to in the
    Agreement, and is issued in conjunction with, and is entitled to all
    of the rights, benefits and privileges provided in, the Agreement, as
    now existing or as the same may from time to time be supplemented,
    modified or amended.  The Agreement, among other things, provides that
    amounts outstanding hereunder from time to time may be repaid pursuant
    to the Agreement and reborrowed from time to time pursuant to the
    Agreement, and contains provisions for acceleration of the maturity
    hereof upon the happening of certain stated events.  
    
               The Bank may endorse on the schedule annexed to this
    Revolving Note the date, amount and maturity of each Loan that it
    makes pursuant to the Agreement, the purpose of the Loan, the amount
    of each payment of principal that the Company makes with respect
    thereto and the source of the funds from which each principal payment
    is made.  The Company irrevocably authorizes the Bank to endorse this
    Revolving Note, and the Bank's record shall be conclusive absent
    manifest error; provided, however, that the Bank's failure to make, or
    its error in making, a notation on the attached schedule with respect
    to any Loan shall not limit or otherwise affect the Company's
    obligations to the Bank hereunder or under the Agreement.
    
               The Company waives presentment, demand, protest, notice of
    protest, notice of nonpayment or dishonor and all other notices in
    connection with the delivery, acceptance, performance, default or
    enforcement of this Revolving Note.  Time is of the essence hereof.
    
               This Revolving Note has been executed by the undersigned in
    the State of California, and shall be governed by, and construed in
    accordance with, the laws of the State of California.
    
    BEDFORD PROPERTY INVESTORS, INC.,
    a Maryland corporation
    
    
    By     /s/Peter B. Bedford                      
             Peter B. Bedford
              Chairman and
              Chief Executive Officer