Exhibit 10.50

233 South Wacker Drive, Suite 2800

Chicago, Illinois 60606

Tel  312-234-2732

Fax  312-234-3603



Bank of America N.A.



To:

Bedford Property Investors Inc.

270 Lafayette Circle

Lafayette, CA 94549



ATTN:

Hanh Kihara

TEL:

925-283-8910

FAX:

925-283-5697



FROM:

Bank of America, N.A.

233 South Wacker Drive  Suite 2800

Chicago, Illinois 60606

Gerry Rosales/Mike Allison



Date:

10JUL03 (REVISED 31JUL03)



Our Reference No. 3097721



Internal Tracking Nos.    13027499



THIS CONFIRMATION SUPERSEDES AND REPLACES ANY AND ALL CONFIRMATIONS PREVIOUSLY SENT TO YOU IN RESPECT OF THIS TRANSACTION.



The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Bedford Property Investors Inc. and Bank of America, N.A. (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction").  This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in paragraph 1 below (the "Agreement").



The definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the "Definitions") are incorporated into this Confirmation.  In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.



1.

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 15MAR02, as amended and supplemented from time to time (the "Agreement"), between the parties.  All provisions contained in the Agreement govern this Confirmation except as expressly modified below.



In this Confirmation "Party A" means Bank of America, N.A. and "Party B" means Bedford Property Investors, Inc.



2.

The terms of the particular Transaction to which this Confirmation relates are as follows:



Notional Amount:

USD 24,500,000.00



Trade Date:

03JUL03



Effective Date:

03JUL03



Termination Date:

01SEP05, subject to adjustment in accordance with the Following Business Day Convention



Amortization:

APPLICABLE (See Schedule A attached hereto)



Fixed Amounts:



Fixed Rate Payer:

Party B



Fixed Rate Payer Payment Dates:

The 1st of each Month, commencing 01AUG03 and ending 01SEP05, subject to adjustment in accordance with the Following Business Day Convention.



Fixed Rate:

1.59500%



Fixed Rate Day Count Fraction:

30/360



Floating Amounts:



Floating Rate Payer:

Party A



Floating Rate Payer Payment Dates:

The 1st of each Month, commencing 01AUG03 and ending 01SEP05, subject to adjustment in accordance with the Following Business Day Convention.



Floating Rate for initial Calculation Period:

1.03500%



Floating Rate Option:

USD-LIBOR-BBA, provided that the word "two" on the third line of Section 7.1(w)(xvii) of the Definitions will be deleted and replaced with the word "six"



Averaging:

Inapplicable



Designated Maturity:

1 Month



Spread:

None



Floating Rate Day Count Fraction:

30/360



Reset Dates:

The first day of each Calculation Period



Compounding:

Inapplicable



Business Days:

New York



Calculation Agent:

Party A



3.

Recording of Conversations:



Each party to this Transaction acknowledges and agrees to the tape recording of conversations between the parties to this Transaction whether by one or other or both of the parties or their agents, and that any such tape recordings may be submitted in evidence in any Proceedings relating to the Agreement and/or this Transaction.



4.

Account Details:



Account for payments to Party A:



USD

We will debit your account.

NAME:

Bank of America

ABA #:

CA

ACCT:

xxxxxxxxxx

Bedford Property Investors Deposit Acct.



Account for payments to Party B:



USD

NAME:

Bank of America

ABA #:

CA

NAME:

Bedford Property Investors Deposit Acct.

ACCT:

xxxxxxxxxx



5.

Offices:



The Office of Party A for this

Transaction is:

Charlotte, NC



Please send reset notices to fax no. (312234-3603)



The Office of Party B for this

Transaction is:

California, USA



Credit Support Document:  As per Agreement (and Credit Support Annex if applicable).



Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation to the attention of Global Derivative Operations at (fax no. (312) 234-3603).



Yours Sincerely,



Bank of America, N.A.







/s/ Dave Walker



Dave Walker

Senior Vice President



Authorized Signatory



Accepted and confirmed as of the date first written:



Bedford Property Investors Inc.



By:  /s/  Hanh Kihara





Name:  Hanh Kihara





Title:  Chief Financial Officer





Our Reference #3097721



|SCHEDULE A TO CONFIRMATION
|--------------------------
|AMORTIZATION SCHEDULE     
|                          
|CALCULATION PERIOD        
|03JUL03   01AUG03         
|01AUG03   02SEP03         
|02SEP03   01OCT03         
|01OCT03   03NOV03         
|03NOV03   01DEC03         
|01DEC03   02JAN04         
|02JAN04   02FEB04         
|02FEB04   01MAR04         
|01MAR04   01APR04         
|01APR04  03MAY04          
|03MAY04  01JUN04          
|01JUN04   01JUL04         
|01JUL04  02AUG04          
|02AUG04   01SEP04         
|01SEP04   01OCT04         
|01OCT04   01NOV04         
|01NOV04   01DEC04         
|01DEC04   03JAN05         
|03JAN05   01FEB05         
|01FEB05   01MAR05         
|01MAR05   01APR05         
|01APR05   02MAY05         
|02MAY05   01JUN05         
|01JUN05   01JUL05         
|01JUL05   01AUG05         
|01AUG05   01SEP05