INDEMNITY AGREEMENT

     This  AGREEMENT  is made as  of___________,  199__,  by and  between  Price
Enterprises,   Inc.,   a   Maryland   corporation   (the   "Corporation"),   and
______________ (the "Indemnitee").

                                    RECITALS

     WHEREAS,   the  Charter  and  By-Laws  of  the   Corporation   provide  for
indemnification  by the  Corporation  of its  directors and officers as provided
therein,  and the Indemnitee has agreed to serve as a director and/or officer of
the  Corporation or has been serving and continues to serve as a director and/or
officer of the Corporation in partly reliance on such provision;

     WHEREAS, to provide the Indemnitee with additional contractual assurance of
protection  against  personal  liability in connection with certain  proceedings
described below, the Corporation desires to enter into this Agreement;

     WHEREAS,  the Maryland  General  Corporation  Law (the "Maryland  Statute")
expressly recognizes that the indemnification provisions of the Maryland Statute
are not exclusive of any other rights to which a person seeking  indemnification
may be entitled under the Charter or By-Laws of the Corporation, a resolution of
stockholders  or  directors,  an agreement or otherwise,  and this  Agreement is
being entered into pursuant to and in  furtherance of the Charter and By-Laws of
the  Corporation,  as permitted by the Maryland Statute and as authorized by the
Charter and the Board of Directors of the Corporation; and

     WHEREAS, in order to induce the Indemnitee to serve or continue to serve as
a  director  and/or  officer  of the  Corporation  and in  consideration  of the
Indemnitee's so serving, the Corporation desires to indemnify the Indemnitee and
to make  arrangements  pursuant  to which  the  Indemnitee  may be  advanced  or
reimbursed expenses incurred by the Indemnitee in certain proceedings  described
below, according to the terms and conditions set forth below.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals and of the
Indemnitee's serving or continuing to serve the Corporation as a director and/or
officer, the parties agree as follows:

     1. Indemnification.

     (a) In accordance  with the provisions of subsection (b) of this Section 1,
the Corporation shall hold harmless and indemnify the Indemnitee against any and
all  expenses,   liabilities   and  losses   (including,   without   limitation,
investigation  expenses and expert  witnesses' and attorneys' fees and expenses,
judgments,  penalties,  fines, ERISA excise taxes and amounts paid or to be paid
in settlement) actually incurred by the Indemnitee (net of any related insurance
proceeds or other amounts  received by the Indemnitee or paid by or on behalf of
the Corporation on the Indemnitee's  behalf), in connection with any threatened,
pending or completed action, suit,  arbitration or proceeding (or any inquiry or
investigation,  whether  brought  by or in  the  right  of  the  Corporation  or
otherwise,  that  the  Indemnitee  in  good  faith  believes  might  lead to the
institution of any such action, suit, arbitration or proceeding), whether civil,
criminal, administrative or investigative, or any appeal therefrom, in which the
Indemnitee  is or  becomes  a party or a  witness  or other  participant,  or is
threatened to be made a party



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<PAGE>

or witness or other  participant,  (a  "Proceeding")  based upon,  arising from,
relating to, or by reason of the fact that the  Indemnitee is, was, shall be, or
shall  have been a  director  and/or  officer  of the  Corporation  or is or was
serving,  shall serve, or shall have served at the request of the Corporation as
a  director,   officer,  partner,   trustee,   employee,  or  agent  ("Affiliate
Indemnitee")   of  another   foreign  or  domestic   corporation  or  non-profit
corporation,   cooperative,   partnership,   joint  venture,   trust,  or  other
incorporated or unincorporated enterprise (each, a "Company Affiliate").

     (b) In providing the foregoing indemnification, the Corporation shall, with
respect to a  Proceeding,  hold  harmless and  indemnify  the  Indemnitee to the
fullest  extent  required by the  Maryland  Statute  and to the  fullest  extent
permitted by the Express  Permitted  Indemnification  Provisions (as hereinafter
defined) of the Maryland  Statute.  For purposes of this Agreement,  the Express
Permitted  Indemnification   Provisions  of  the  Maryland  Statute  shall  mean
indemnification  as permitted by Section  2-418(b) of the Maryland Statute or by
any amendment thereof or other statutory  provisions  expressly  permitting such
indemnification  which is adopted after the date hereof (but, in the case of any
such amendment,  only to the extent that such amendment  permits the Corporation
to provide  broader  indemnification  rights than said law required or permitted
the Corporation to provide prior to such amendment).

     (c) Without limiting the generality of the foregoing,  the Indemnitee shall
be entitled to the rights of indemnification  provided in this Section 1 for any
expenses actually incurred in any Proceeding initiated by or in the right of the
Company  unless  the  Indemnitee  shall have been  adjudged  to be liable to the
Company.

     (d) If the Indemnitee is entitled  under this Agreement to  indemnification
by the  Corporation  for some or a portion of the  Indemnified  Amounts but not,
however, for all of the total amount thereof, the Corporation shall nevertheless
indemnify  the  Indemnitee  for the portion  thereof to which the  Indemnitee is
entitled.

     2. Other Indemnification Arrangements. The Maryland Statute and the Charter
and By-Laws of the  Corporation  permit the Corporation to purchase and maintain
insurance or furnish similar protection or make other  arrangements,  including,
but not limited to,  providing  a trust fund,  letter of credit,  or surety bond
("Indemnification  Arrangements")  on  behalf  of  the  Indemnitee  against  any
liability  asserted against him or her or incurred by or on behalf of him or her
in such  capacity as a director or officer of the  Corporation  or an Affiliated
Indemnitee,  or  arising  out of his or her  status as such,  whether or not the
Corporation  would have the power to indemnify him or her against such liability
under the provisions of this Agreement or under the Maryland Statute,  as it may
then be in effect.  The purchase,  establishment,  and  maintenance  of any such
Indemnification  Arrangement shall not in any way limit or affect the rights and
obligations of the Corporation or of the Indemnitee  under this Agreement except
as expressly  provided herein,  and the execution and delivery of this Agreement
by the Corporation  and the Indemnitee  shall not in any way limit or affect the
rights and  obligations of the Corporation or the other party or parties thereto
under  any  such  Indemnification   Arrangement.  All  amounts  payable  by  the
Corporation  pursuant to this Section 2 and Section 1 hereof are herein referred
to as "Indemnified Amounts."

     3. Advance Payment of Indemnified Amounts.

     (a) The  Indemnitee  hereby is granted the right to receive in advance of a
final,  nonappealable  judgment or other final  adjudication  of a Proceeding (a
"Final  Determination") the amount of any and all expenses,  including,  without
limitation,  investigation  expenses,  expert witnesses'



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<PAGE>

and attorneys' fees and other expenses expended or incurred by the Indemnitee in
connection  with  any  Proceeding  or  otherwise  expended  or  incurred  by the
Indemnitee  (such amounts so expended or incurred being referred to as "Advanced
Amounts").  

     (b) In making any written  request for  Advanced  Amounts,  the  Indemnitee
shall submit to the  Corporation a schedule  setting forth in reasonable  detail
the dollar  amount  expended or incurred and expected to be expended.  Each such
listing  shall be  supported  by the  bill,  agreement,  or other  documentation
relating thereto, each of which shall be appended to the schedule as an exhibit.
In  addition,  before the  Indemnitee  may  receive  Advanced  Amounts  from the
Corporation,  the  Indemnitee  shall  provide to the  Corporation  (i) a written
affirmation of the Indemnitee's  good faith belief that the applicable  standard
of conduct required for indemnification by the Corporation has been satisfied by
the Indemnitee, and (ii) a written undertaking by or on behalf of the Indemnitee
to repay the  Advanced  Amount if it shall  ultimately  be  determined  that the
Indemnitee  has not satisfied any  applicable  standard of conduct.  The written
undertaking   required  from  the  Indemnitee  shall  be  an  unlimited  general
obligation of the Indemnitee but need not be secured.  The Corporation shall pay
to the Indemnitee all Advanced  Amounts within twenty (20) days after receipt by
the Corporation of all information and documentation  required to be provided by
the Indemnitee pursuant to this paragraph.

     4. Procedure for Payment of Indemnified Amounts.

     (a) To obtain  indemnification  under this Agreement,  the Indemnitee shall
submit to the  Corporation  a written  request  for  payment of the  appropriate
Indemnified  Amounts,  including  with  such  requests  such  documentation  and
information  as  is  reasonably  available  to  the  Indemnitee  and  reasonably
necessary to determine  whether and to what extent the Indemnitee is entitled to
indemnification.  The Secretary of the Corporation shall,  promptly upon receipt
of such a request for indemnification,  advise the Board of Directors in writing
that the Indemnitee has requested indemnification.

     (b) The Corporation  shall pay the Indemnitee the  appropriate  Indemnified
Amounts unless it is established  that the Indemnitee has not met any applicable
standard of conduct of the Express  Permitted  Indemnification  Provisions.  For
purposes of  determining  whether  the  Indemnitee  is  entitled to  Indemnified
Amounts, in order to deny  indemnification to the Indemnitee the Corporation has
the  burden  of  proof in  establishing  that  the  Indemnitee  did not meet the
applicable  standard of conduct. In this regard, a termination of any Proceeding
by  judgment,  order or  settlement  does  not  create  a  presumption  that the
Indemnitee did not meet the requisite  standard of conduct;  provided,  however,
that the termination of any criminal proceeding by conviction,  or a pleading of
nolo contendere or its equivalent, or an entry of an order of probation prior to
judgment,  creates a rebuttable presumption that the Indemnitee did not meet the
applicable standard of conduct.

     (c) Any  determination  that  the  Indemnitee  has  not met the  applicable
standard of conduct  required to qualify for  indemnification  shall be made (i)
either by the Board of Directors by a majority  vote of a quorum  consisting  of
directors who were not parties of such action,  suit or  proceeding;  or (ii) by
independent legal counsel (who may be the outside counsel regularly  employed by
the  Corporation);  provided that the manner in which (and, if  applicable,  the
counsel  by which) the right to  indemnification  is to be  determined  shall be
approved in advance in writing by both the highest ranking  executive officer of
the Corporation who is not party to such action (sometimes  hereinafter referred
to as "Senior  Officer") and by the  Indemnitee.  In the event that such parties
are unable to agree on the manner in which any such determination is to be made,
such  determination  shall be made by independent  legal counsel retained by the
Corporation especially for such purpose,  provided that such counsel be approved
in advance in writing by both the said  Senior  Officer and the  Indemnitee  and
provided



                                     - 3 -
<PAGE>

further,  that such counsel shall not be outside counsel  regularly  employed by
the Corporation. The fees and expenses of counsel in connection with making said
determination  contemplated hereunder shall be paid by the Corporation,  and, if
requested  by  such  counsel,   the  Corporation  shall  give  such  counsel  an
appropriate  written  agreement  with  respect to the  payment of their fees and
expenses and such other matters as may be reasonably requested by counsel.

     (d) The  Corporation  will  use its best  efforts  to  conclude  as soon as
practicable any required  determination  pursuant to subparagraph  (c) above and
promptly will advise the Indemnitee in writing with respect to any determination
that the  Indemnitee  is or is not  entitled  to  indemnification,  including  a
description  of any reason or basis for which  indemnification  has been denied.
Payment of any  applicable  Indemnified  Amounts will be made to the  Indemnitee
within ten (10) days after any determination of the Indemnitee's  entitlement to
indemnification.

     (e)  Notwithstanding  the foregoing,  the Indemnitee may, at any time after
sixty (60) days after a claim for  Indemnified  Amounts  has been filed with the
Corporation  (or upon  receipt of written  notice  that a claim for  Indemnified
Amounts has been rejected,  if earlier) and before three (3) years after a claim
for  Indemnified  Amounts  has  been  filed,   petition  a  court  of  competent
jurisdiction to determine whether the Indemnitee is entitled to  indemnification
under the provisions of this Agreement,  and such court shall thereupon have the
exclusive  authority  to make such  determination  unless  and until  such court
dismisses  or  otherwise   terminates  such  action  without  having  made  such
determination. The court shall, as petitioned, make an independent determination
of whether the Indemnitee is entitled to  indemnification as provided under this
Agreement,  irrespective  of  any  prior  determination  made  by the  Board  of
Directors  or  independent  counsel.  If the  court  shall  determine  that  the
Indemnitee  is  entitled  to  indemnification  as to any claim,  issue or matter
involved  in the  Proceeding  with  respect  to  which  there  has been no prior
determination pursuant to this Agreement or with respect to which there has been
a prior  determination  that the Indemnitee was not entitled to  indemnification
hereunder, the Corporation shall pay all expenses (including attorneys' fees and
disbursements)  actually  incurred by the  Indemnitee  in  connection  with such
judicial determination.

     5. Agreement Not Exclusive; Subrogation Rights, etc.

     (a) This Agreement shall not be deemed  exclusive of and shall not diminish
any other  rights  the  Indemnitee  may have to be  indemnified  or  insured  or
otherwise protected against any liability,  loss, or expense by the Corporation,
any  subsidiary  of the  Corporation,  or any other  person or entity  under any
charter, bylaws, law, agreement, policy of insurance or similar protection, vote
of stockholders or directors, disinterested or not, or otherwise, whether or not
now in effect, both as to actions in the Indemnitee's official capacity,  and as
to actions in another  capacity  while  holding such office.  The  Corporation's
obligations to make payments of Indemnified Amounts hereunder shall be satisfied
to the  extent  that  payments  with  respect  to the same  Proceeding  (or part
thereof) have been made to or for the benefit of the Indemnitee by reason of the
indemnification of the Indemnitee  pursuant to any other arrangement made by the
Corporation for the benefit of the  Indemnitee;  provided,  however,  that in no
event shall the Indemnitee be required to maintain any other such arrangement or
request  payment  pursuant to any other such  arrangement  before  seeking to be
indemnified hereunder.

     (b) In the event the  Indemnitee  shall receive  payment from any insurance
carrier or from the  plaintiff  in any  Proceeding  against such  Indemnitee  in
respect of Indemnified  Amounts after payments on account of all or part of such
Indemnified  Amounts have been made by the  Corporation  pursuant  hereto,  such
Indemnitee  shall promptly  reimburse to the Corporation the amount,  if any, by



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<PAGE>

which the sum of such payment by such  insurance  carrier or such  plaintiff and
payments by the Corporation or pursuant to arrangements  made by the Corporation
to the Indemnitee exceeds such Indemnified Amounts; provided, however, that such
portions,  if any, of such insurance proceeds that are required to be reimbursed
to the  insurance  carrier  under the  terms of its  insurance  policy,  such as
deductible or co-insurance  payments,  shall not be deemed to be payments to the
Indemnitee  hereunder.   In  addition,   upon  payment  of  Indemnified  Amounts
hereunder,  the Corporation  shall be subrogated to the rights of the Indemnitee
receiving such payments (to the extent  thereof)  against any insurance  carrier
(to the extent permitted under such insurance  policies) or plaintiff in respect
of such Indemnified Amounts and the Indemnitee shall execute and deliver any and
all  instruments and documents and perform any and all other acts or deeds which
the Corporation  deems necessary or advisable to secure such rights.  Such right
of subrogation shall be terminated upon receipt by the Corporation of the amount
to be  reimbursed  by the  Indemnitee  pursuant  to the first  sentence  of this
paragraph.

     6.  Insurance  Coverage.  In  the  event  that  the  Corporation  maintains
directors and officers liability insurance to protect itself and any director or
officer  of the  Corporation  against  any  expense,  liability  or  loss,  such
insurance  shall cover the  Indemnitee  to at least the same extent as any other
director or officer of the Corporation.

     7. Establishment of Trust. In the event of a potential business combination
or change in control (as contemplated by Article Eighth (a)(4) of the Charter of
the Corporation)  (collectively,  a "Change in Control"), the Corporation shall,
upon written  request by the  Indemnitee,  create a trust (the  "Trust") for the
benefit  of the  Indemnitee  and from time to time upon  written  request of the
Indemnitee  shall fund the Trust in an amount  sufficient to satisfy any and all
Indemnified Amounts  (including,  Advanced Amounts) which are actually paid (but
not as yet reimbursed) or which the Indemnitee  reasonably  determines from time
to time may be payable by the Corporation  under this  Agreement.  The amount or
amounts  to be  deposited  in  the  Trust  pursuant  to  the  foregoing  funding
obligation shall be determined by the independent  legal counsel appointed under
Section  4 hereof.  The terms of the Trust  shall  provide  that  following  its
establishment:  (i) the Trust  shall not be  revoked  or the  principal  thereof
invaded without the written  consent of the Indemnitee;  (ii) the trustee of the
Trust shall advance, within twenty (20) days of a request by the Indemnitee, any
and all Advanced Amounts to the Indemnitee (and the Indemnitee  hereby agrees to
reimburse the Trust under the circumstances  under which the Indemnitee would be
required to reimburse the Corporation under Section 3(b)(ii) hereof);  (iii) the
Corporation  shall  continue  to fund the Trust from time to time in  accordance
with the  funding  obligations  set forth  above;  (iv) the trustee of the Trust
shall  promptly  pay to the  Indemnitee  all  Indemnified  Amounts for which the
Indemnitee shall be entitled to indemnification  pursuant to this Agreement; and
(v) all  unexpended  funds in the Trust shall revert to the  Corporation  upon a
final  determination  by a court of competent  jurisdiction  in a final decision
from which  there is no further  right of appeal  that the  Indemnitee  has been
fully  indemnified  under the terms of this Agreement.  The Trustee of the Trust
shall be chosen by the Indemnitee.

     8.  Continuation  of  Indemnity.  All  agreements  and  obligations  of the
Corporation  contained herein shall continue during the period the Indemnitee is
a director or officer,  as the case may be, of the Corporation (or is serving at
the request of the  Corporation as an Affiliate  Indemnitee)  and shall continue
thereafter so long as the Indemnitee shall be subject to any possible Proceeding
by reason of the fact that the  Indemnitee  was a  director  or  officer  of the
Corporation or was serving in any other capacity referred to herein.

     9. Successors;  Binding  Agreement.  This Agreement shall be binding on and
shall inure to the benefit of and be enforceable by the Corporation's successors
and  assigns  and  by  the  Indemnitee's



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<PAGE>

personal or legal representatives, executors, administrators, successors, heirs,
distributees,   devisees,  and  legatees.  The  Corporation  shall  require  any
successor  or  assignee  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation,  or otherwise) to all or substantially all of the business and/or
assets of the Corporation, by written agreement in form and substance reasonably
satisfactory to the  Corporation and to the Indemnitee,  expressly to assume and
agree to perform  this  Agreement in the same manner and to the same extent that
the Corporation would be required to perform if no such succession or assignment
had taken place.

     10.  Enforcement.  The  Corporation  has entered  into this  Agreement  and
assumed the obligations imposed on the Corporation hereby in order to induce the
Indemnitee  to act  as a  director  or  officer,  as the  case  may  be,  of the
Corporation, and acknowledges that the Indemnitee is relying upon this Agreement
in continuing in such capacity. In the event the Indemnitee is required to bring
any action to enforce  rights or to collect  moneys due under this Agreement and
is successful in such action, the Corporation shall reimburse the Indemnitee for
all of the  Indemnitee's  fees  and  expenses  (including  attorneys'  fees  and
expenses) in bringing and pursuing such action. The Indemnitee shall be entitled
to the  advancement of Indemnified  Amounts to the full extent  contemplated  by
Section 3 hereof in connection with such proceeding.

     11.  Severability.  Each of the  provisions of this Agreement is a separate
and  distinct  agreement  independent  of the others,  so that if any  provision
hereof  shall  be held to be  invalid  or  unenforceable  for any  reason,  such
invalidity or  unenforceability  shall not affect the validity or enforceability
of the other  provisions  hereof,  which other  provisions  shall remain in full
force and effect.

     12. Miscellaneous.  No provision of this Agreement may be modified, waived,
or discharged  unless such  modification,  waiver,  or discharge is agreed to in
writing  signed by the  Indemnitee  and either the  Chairman of the Board or the
President of the Corporation or another officer of the Corporation  specifically
designated by the Board of  Directors.  No waiver by either party at any time of
any  breach by the other  party of, or of  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or  dissimilar  provisions or conditions at the same time or
at any prior or  subsequent  time. No  agreements  or  representations,  oral or
otherwise,  express or implied,  with respect to the subject  matter hereof have
been made by either party which are not set forth  expressly in this  Agreement.
The validity,  interpretation,  construction,  and performance of this Agreement
shall be governed by the laws of the State of Maryland, without giving effect to
the principles of conflicts of laws thereof.  The Indemnitee may bring an action
seeking  resolution  of disputes or  controversies  arising  under or in any way
related to this  Agreement in the state or federal court  jurisdiction  in which
the Indemnitee resides or in which his or her place of business is located,  and
in  any  related  appellate  courts,   and  the  Corporation   consents  to  the
jurisdiction of such courts and to such venue.

     13.  Notices.  For the  purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered mail, return receipt requested, postage prepaid, as follows:

     If to the Indemnitee:



          Attention:




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<PAGE>

     If to the Corporation:




          Attention: President

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

     14.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.

     15.  Effectiveness.  This Agreement shall be effective as of the date it is
executed.


     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Agreement  to be
executed as of the day and year first above written.

ATTEST:

                                              By:
---------------------------------                 -----------------------------
WITNESS:                                          INDEMNITEE

---------------------------------             ---------------------------------



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