AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS

                      (SACRAMENTO - BRADSHAW BUSINESS PARK)


     AGREEMENT  made  this  6th  day  of  April,  1998,  by  and  between  PRICE
ENTERPRISES,  INC., a Maryland  corporation  (referred to herein as "Purchaser")
and IVANHOE-BRADSHAW L.L.C., a California limited liability company (referred to
herein as "Seller").


                                    ARTICLE I

                                  TERMS OF SALE

1.01 Definitions. The following terms are used in this Agreement.

     A) "Closing" shall mean the date that a deed is recorded transferring title
to the  "Subject  Property"  from the  Seller to the  Purchaser  or  Purchaser's
nominee and the Purchase Price is paid to the Seller.

     B) "Closing Date" shall mean the date the Closing occurs.

     C) "Condemnation Premises" is defined in Section 7.01(B).

     D) "Contracts" are defined in Section 4.01(A)(10).

     E) "Deed" shall mean a Grant Deed in the form attached hereto as Exhibit K.

     F) "Effective Date" is defined in Section 7.17.

     G) "Escrow Agent" shall mean:

               Chicago Title Insurance Company
               Attn:  Ms. Maggie G. Watson
               700 South Flower Street, Suite 900
               Los Angeles, CA  90017
               Phone:  (213) 488-4315
               Fax:  (213) 488-4388

     H) "Escrow Deposit" shall mean all amounts  deposited by the Purchaser with
the Escrow Agent, plus all interest accumulated thereon.


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     I) "Hazardous Materials" is defined in Section 4.01(A)(7)

     J) "Improvements" is defined in Section 1.03(A).

     K) "Land" is defined in Section 1.03(A).

     L) "Law" shall mean any federal,  state or municipal statute  regulation or
ordinance which has jurisdiction over the Real Property.

     M) "Leases" are defined in Section 1.03(D).

     N) "Monetary Liens" are defined in Section 1.06(A).

     O) "Personal Property" is defined in Section 1.03(C).

     P) "Real Property" is defined in Section 1.03(A).

     Q) "Subject Property" is defined in Section 1.03.

     R) "Tenant(s)" shall mean the Tenants under the Leases.

     S) "Title Commitment" is defined in Section 1.07.

     T) "Title Company" shall mean Chicago Title Insurance Company.

     U) "Title Documents" is defined in Section 1.07.

     V)  "Title  Insurance  Policy"  shall  mean an ALTA  Owner's  Title  Policy
(10/17/92) with extended coverage.

     1.02  Agreement of Sale and  Purchase.  Seller agrees to sell and convey to
Purchaser,  and Purchaser agrees to purchase from Seller,  in fee simple,  under
the terms and  conditions  hereinafter  set forth,  all of the  Seller's  right,
title, and interest in and to the Subject Property.

     1.03 Description of Property. The "Subject Property" consists of:

     A) "Real  Property"  comprised  of four (4)  parcels of land  ("Land")  and
improvements ("Improvements") as follows:

                                                    Approx. Bldg.   Approx. Land
     1) Subject Property Address:                       S.F.           Acres
                                                      -------         ------

        800 Old Placerville Road, Sacramento, CA       51,635          3.878
        750 Goethe Road, Sacramento, CA                88,734          5.651
        0000 Goethe Road, Sacramento, CA              126,576          7.995
        0030 Goethe Road, Sacramento, CA               30,000          2.544
                                                      -------         ------
                                                                 
                                             TOTALS:  296,945         20.068


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          2) The Real Property is legally described on Exhibit A attached hereto
     and shown on the Site Plan attached hereto as Exhibit B.

     B) all right title and interest of Seller in and to all strips,  gorges and
land lying in the bed of any street road or alley,  open or proposed,  adjoining
the Land and all improvements,  appurtenances, rights, privileges and easements,
benefiting, belonging or pertaining to the Land.

     C) all fixtures,  furniture,  equipment and other personal property, if any
now or hereafter,  owned by the Seller and used in connection with the operation
and/or maintenance of the Land or Improvements (the "Personal Property");

     D) all leases which presently  encumber the Real Property listed on Exhibit
C attached hereto (the "Leases");

     E)  all  intangible  personal  property  owned  by  Seller,  if  any,  (the
"Intangible  Personal  Property") now or hereafter  used in connection  with the
operation,  ownership,  maintenance,  management,  or  occupancy  of the Land or
Improvements, including, without limitation, any and all of the following: trade
names and trade marks associated with the Land and  Improvements;  the plans and
specifications  for  the  Improvements,   including  as-built  plans;  unexpired
warranties, guarantees and indemnities; pending permit or approval applications,
permits, approvals and licenses (to the extent assignable) if any, and books and
records relating to the Land and Improvements.

     1.04 Purchase Price.

     A) The total purchase price (the "Purchase Price") for the Subject Property
is Thirty Five Million Five Hundred Fifty-One Thousand Dollars ($35,551,000).

     1.05 Payment of Purchase  Price.  The total  Purchase Price for the Subject
Property shall be paid by Purchaser as follows:

     A) Five  Hundred  Thousand  Dollars  ($500,000),  payable by wired funds or
check to the  order  of,  and to be held in escrow  by the  Escrow  Agent.  Such
payment  will  be  delivered  to the  Escrow  Agent,  along  with a copy of this
Agreement, within three (3) business days after the Effective Date.

     B) The balance of the  Purchase  Price after  credits and  adjustments,  as
provided herein,  shall be paid to the Escrow Agent prior to Closing, by cash or
wire transfer, at Purchaser's option.


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<PAGE>


     1.06 Title.

     A) At Closing,  Seller shall deliver through escrow the Deed,  conveying to
the Purchaser (or its nominee) title to the Real Property in fee simple, free of
all  mortgages,  deeds of trust,  mechanic's  liens and other monetary liens and
encumbrances  (referred to herein collectively as "Monetary Liens"), but subject
to:

          (i) current  real estate taxes and  assessments,  which are a lien not
     yet delinquent;

          (ii)  the  lien  of   supplemental   real  estate  taxes  and  special
     assessments  assessed pursuant to Chapter 3.5 of the California Revenue and
     Taxation  Code (the  "Code")  Section 75 Et.  Seq.,  or local  statutes and
     non-delinquent  assessment  bonds.  Without  limiting the generality of the
     foregoing,  Seller  shall have no  obligation  to remove  special  taxes or
     assessments such as Mello-Roos taxes, lighting and landscape district taxes
     or assessments or Owners'  Association  dues or  assessments.  The Purchase
     Price is "plus  bonds" so  Purchaser  shall  receive no credit  against the
     Purchase Price as a result of the nondeliquent  assessments  accruing after
     the Closing Date; and

          (iii)  recorded  covenants,  conditions,  restrictions  and easements,
     subject to  Purchaser's  approval of such title  exceptions  as provided in
     Section 2.01(A).

     B) Except for Monetary Liens, the Seller shall have no obligation to remove
any title exceptions of record which exist on the Effective Date.

     C) Unless and until this Agreement is terminated, Seller shall not cause or
permit any liens, covenants,  conditions,  restrictions,  easements or any other
matter to encumber the title to the Real Property by record or otherwise, except
for real estate taxes and assessments which are not delinquent.

     1.07 Title Commitment - Survey.

     A) Purchaser  shall, at its expense,  order a title  commitment (the "Title
Commitment") with respect to the Real Property, with complete and legible copies
of all exception  instruments  referred to therein  (referred to collectively as
"Title  Documents")  within three (3) business days after the Effective Date and
cause a copy of same to be delivered to Seller.

     B) Purchaser  may  instruct the Escrow Agent to order a Uniform  Commercial
Code Financing  Statement  Search covering the Real Property,  the Seller's name
and any other possible creditors.


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<PAGE>


     C) Seller has  delivered to  Purchaser an ALTA survey of the Real  Property
dated  August 7, 1996,  prepared by The Spink  Corporation  (the  "Survey").  If
Purchaser  elects to require an ALTA extended  coverage title insurance  policy,
Purchaser,  at  Purchaser's  sole cost and  expense,  shall engage a surveyor or
civil  engineer  within three (3)  business  days after the  Effective  Date and
instruct same to update Seller's ALTA survey or perform a new survey.

     1.08  Possession.  On  Closing,  Seller  shall  convey and deliver the Real
Property to  Purchaser  (or its  nominee),  free of all leases,  tenancies,  and
occupancies,  other than the Leases,  subject to  Purchaser's  right of approval
thereof as provided in Section 2.01(C).

     1.09 Separate Legal Parcel. On Closing, Seller shall convey and deliver the
Real  Property to the  Purchaser  or its nominee as a separate  legal  parcel or
parcels in full compliance with all applicable subdivision laws.

     1.10 Violations.  In the event that prior to Closing,  Seller becomes aware
of Hazardous  Materials on the Real  Property or any other matter  affecting the
Real Property  which  violates any  applicable  Law and which has not previously
been disclosed to Purchaser,  Seller shall within forty-eight (48) hours, but in
no event, later than the time of Closing,  give Purchaser written notice of such
matter.

     1.11  Eminent  Domain.  In the event that prior to Closing  proceedings  in
eminent domain are  contemplated,  threatened or instituted by any  governmental
agency,  Seller shall give Purchaser  written notice of same within  forty-eight
(48) hours after  Seller  becomes  aware of same,  but no later than the time of
Closing.

     1.12  Condition  of Real  Property.  At the time of Closing,  Seller  shall
convey and deliver the Real Property to the  Purchaser in its present  condition
as of the date of this Agreement normal wear and tear excepted.

     1.13  Right of Entry.  Until  Closing  or  termination  of this  Agreement,
whichever  occurs first,  Purchaser and its agents and designees  shall have the
right to  enter  upon the  Real  Property  at any time and from  time to time to
perform any and all test and studies Purchaser deems appropriate, including, but
not limited to, soils tests.  Purchaser hereby agrees to indemnify,  defend, and
hold Seller completely harmless against any loss, damage, liability, or expense,
including  reasonable  attorneys'  fees,  arising out of the  negligent  acts or
omissions,  or  intentionally  wrongful  acts of the  Purchaser or its agents or
independent  contractors under this Section, or in enforcing this indemnity.  If
Purchaser  does not  acquire  the Real  Property,  Purchaser  agrees to promptly
repair any damage it causes to the Real Property.

     1.14 Delivery of Documents. Within three (3) days after the Effective Date,
Seller  shall  deliver  to  Purchaser  copies  of the  following  documents  and
materials pertaining to the Subject Property:

     A) Leases. All Leases (including all amendments  thereto) and guarantees of
Leases.


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<PAGE>


     B) Building Plans. A complete set of building plans, including "as builts";

     C) Rent  Roll.  A schedule  ("Rent  Roll")  prepared  and  represented  and
warranted  as  correct  by Seller as of the first day of the month in which this
Agreement is executed, which shall reflect:

          1) the name of each of the Tenants under the Leases;

          2) the amount of any security  deposits  and/or  prepaid rent received
     and held by Seller from each  Tenant,  the amount of rent and  reimbursable
     expenses payable by each Tenant, and delinquencies, if any; and

          3) the approximate total of square footage occupied by each Tenant.

     D) Tax  Statements.  The most recent real  property  tax bills for the Real
Property;  

     E) Schedule of Expenses. A schedule reflecting any and all expenses for the
ownership,  operation,  maintenance and repair of the Real Property for calendar
years 1994,  1995,  1996,  1997 and for the period  January  1998 to March 1998,
which schedule shall include, without limitation, the following:

          1) annual insurance premiums for all forms of coverage;

          2) real property taxes and assessments;

          3) utility charges, management fees, maintenance and repair costs; and

          4) any and all other costs and expenses  incurred in  connection  with
     the ownership, operation, maintenance and repair of the Real Property.

     F) Personal  Property  List. A detailed list of all Personal  Property,  if
any,  to be  assigned  to  Purchaser  at  Closing,  together  with a copy of all
warranties and guaranties applicable thereto;

     G) Soils and Engineering Reports. All environmental  reports, soils reports
and  engineering  reports  pertaining  to the  Subject  Property  or any portion
thereof in the possession of the Seller or its agents; and

     H) Maps. Any and all tentative,  parcel and/or final maps,  certificates of
occupancy or any other  governmentally  approved or processed documents relative
to the subdivision or occupancy of the Real Property ("Maps").

     1.15 Future Leases. After the date of this Agreement, unless and until this
Agreement  terminates,  Seller will not without Purchaser's  consent:  (i) enter
into any new leases or options to lease with respect to the Real Property;  (ii)
negotiate  extensions  or  modifications  of any Leases with respect to the Real
Property; (iii) accept a voluntary cancellation of any Lease; or (iv) consent to
any assignment of a Lease by a Tenant.  The foregoing  shall not preclude Seller
from  entering  into leases or licenses to use portions of the Real  Property on
the  following  terms:  (a) the  terms  of such  extension,  lease  or  license,
including  any  option to extend  the term,  shall  expire  one day prior to the
Closing;  and (b) Seller shall be responsible,  at Seller's 


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<PAGE>


sole cost,  to remove any such  lessee or  licensee  from the Real  Property  at
conclusion of the term of such  extension,  lease or license,  unless  Purchaser
agrees in writing to the contrary.

     1.16 Operation of Property Prior to Closing.  Prior to the Closing,  Seller
shall maintain and operate the Real Property as follows:

     A)  Seller,  at its sole cost and  expense,  shall  provide  or cause to be
provided  all such  services  with respect to the Leases that are required to be
provided by the Landlord under the Leases.

     B) Seller will not make or permit to be made any material alteration to the
Real  Property or remove any Personal  Property  therefrom  (unless the Personal
Property so removed is  simultaneously  replaced  with new Personal  Property of
similar quality and utility).

     C) Seller,  at its sole cost and expense,  will  maintain and keep the Real
Property  in the  same  condition  and  repair  as  exists  on the  date of this
Agreement, reasonable wear and tear excepted.

     D) Seller shall not commit any act or omission which would cause any of the
representations  or warranties of Seller contained  herein, to become inaccurate
or any of the covenants of Seller herein to be breached.

     E) Seller shall not amend, terminate, grant concessions,  or enter into any
contract  that would be an  obligation  affecting  the  Subject  Property  or be
binding on Purchaser after Closing.


                                   ARTICLE II

                               CONDITIONS OF SALE

     2.01 Purchaser's Initial Conditions. Purchaser's obligation to purchase the
Subject  Property is subject to all of the  following  conditions  being  either
approved or waived by the  Purchaser;  any  approvals,  disapprovals  or waivers
being  made at  Purchaser's  option,  in its  sole,  absolute  and  unrestricted
discretion:

     A)  Title  Conditions.  Purchaser's  obligation  to  purchase  the  Subject
Property is subject to Purchaser  approving  (or  waiving) all title  exceptions
(other than printed  general  exceptions)  in the Title  Commitment  obtained by
Purchaser  (referred  to as  "Title  Matters")  by April 23,  1998  (the  "Title
Period").  If Purchaser does not notify Seller of its approval or disapproval of
the Title Matters within the Title Period,  this  condition  shall be deemed not
satisfied,  in which case this Agreement shall be deemed  terminated.  If within
the Title Period  Purchaser  notifies  Seller of objections to one or more title
exceptions  (referred to herein as  "Objected  Exceptions")  Seller may,  within
thirty (30) days thereafter ("Cure Period") at its option, eliminate some or all
of Objected  Exceptions as title defects and give written notice to Purchaser of
those Objected Exceptions which have been eliminated.  In the event Seller fails
to  eliminate  all  objected   Exceptions  and  give  Purchaser  notice  of  the
elimination of such Objected  Exceptions or gives  Purchaser  notice that one or
more objected Exceptions will not 


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<PAGE>


be  eliminated  (the  "Defect  Notice"),  then  this  Agreement  shall be deemed
terminated  unless  within five (5) days after the Cure Period or receipt of the
Defect Notice by Purchaser,  whichever is earlier, Purchaser waives objection to
those  Objected  Exceptions  which  Seller fails to  eliminate.  Notwithstanding
anything  herein to the contrary,  Seller shall cure all Monetary Liens prior to
Closing.

     B) Physical  Condition.  Purchaser's  obligation  to  purchase  the Subject
Property is  conditioned  upon  Purchaser  approving  (or  waiving) the physical
condition of the Subject Property  (including,  but not limited to environmental
matters).  If Purchaser  does not notify Seller of its approval or waiver of the
physical  condition,  or notifies  Seller of its  disapproval by April 23, 1998,
this condition  shall be deemed not satisfied and this Agreement shall be deemed
terminated.

     C) Lease Approvals. Purchaser's obligation to purchase the Subject Property
is conditioned upon Purchaser approving all Leases,  including,  but not limited
to all terms and conditions  thereof. If Purchaser does not notify Seller of its
approval of the Leases or notifies Seller of disapproval by April 23, 1998, this
condition  shall be deemed  not  satisfied  and this  Agreement  shall be deemed
terminated.

     D) Miscellaneous.  Purchaser's  obligation to purchase the Subject Property
is  conditioned  upon the Purchaser  being  satisfied  with respect to all other
matters pertaining to the Subject Property,  including,  but not limited to, all
documents  delivered by Seller to Purchaser  pertaining to the Subject Property,
zoning  and  economics  of  owning  and  operating  the  Subject  Property  (the
"Miscellaneous Conditions"). If Purchaser does not notify Seller of its approval
or waiver of the  Miscellaneous  Condition or notifies Seller of its disapproval
by April 23, 1998 (the "Due Diligence  Period"),  such condition shall be deemed
not satisfied and this Agreement shall be deemed terminated.

     2.02 Purchaser's Closing Conditions. Purchaser's obligation to purchase the
Subject  Property is subject to the following  conditions being satisfied at the
Closing,  each of which is for the benefit of Purchaser  and any or all of which
may be waived by Purchaser:

     A)  the  Seller  is  not  in  breach  of  any  covenants,   warranties,  or
representations under this Agreement;

     B) the  Seller  has not given  Purchaser  a Change  Notice  referred  to in
Section 4.01 (B);


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<PAGE>


     C) at Closing,  the Title Company is ready,  willing, and able to issue The
Title  Insurance  Policy,  in the amount of the Purchase Price insuring that fee
title to the Real  Property is vested in the  Purchaser (or its nominee) in such
condition as provided in Section 1.06(A); with the printed general exceptions of
Schedule B being deleted and containing the following endorsements:

          (i) An endorsement  regarding creditors rights in a form acceptable to
     Purchaser;

          (ii) CLTA Form 100 (modified for an owner) or its  equivalent  for the
     State in which the Subject Property is located;

          (iii)  CLTA Form 116 and  116.1  (referred  to the ALTA  Survey of the
     Subject  Property)  or its  equivalent  for the State in which the  Subject
     Property is located;

          (iv) CLTA Form  103.7  (referring  to access to public  street) or its
     equivalent for the State in which the Subject Property is located;

          (v) CLTA Form 116.4 (referred to contiguous parcels) or its equivalent
     for the State in which the Subject Property is located.

          (vi) CLTA Form 101.4 (regarding mechanics liens) for work-in-progress.

     D) there are no toxic or hazardous  waste  materials or contaminants on the
Subject Property or any other matter affecting the Subject Property in violation
of any applicable Law, except as identified on the Environmental  Reports listed
on Exhibit I;

     E) Seller has  delivered to  Purchaser,  at least three (3)  business  days
prior to the Closing,  an original  Tenant's  Estoppel  Certificate  in the form
attached  hereto as  Exhibit  D; with all  exhibits  referred  to  therein  duly
attached;  with no  changes,  additions  or  modifications  thereto and dated no
earlier  than  thirty  (30) days  prior to  Closing  Date for each  Lease,  duly
executed by the Tenants under the Leases.

     2.03 Seller's  Closing  Condition.  Prior to Close of Escrow,  the Board of
Directors  of  Purchaser  will  review  this   transaction  and  a  majority  of
disinterested  directors  shall vote on whether to proceed with this  Agreement.
Prior to and as a condition of the Closing,  Purchaser shall provide Seller with
a  certified  copy of the  minutes  of the  meeting  of the  Board of  Directors
documenting the adoption of the appropriate resolution(s).

     2.04 No Waiver of  Seller's  Representations  and  Warranties.  Purchaser's
waiver or approval of any conditions  under Section 2.01 or 2.02 shall not alter
or diminish Seller's  representations  and warranties  herein,  and Purchaser is
nevertheless  relying  on  Seller's  representations  and  warranties  contained
herein,  unless such  representation  or warranty  is  specifically  waived in a
written instrument executed by Purchaser.

     2.05 Consideration - Satisfaction of Conditions. In consideration of giving
Purchaser the option to (a) approve or waive,  or (b)  disapprove the conditions
set forth in Section 2.01 


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<PAGE>


and Section 2.02,  Purchaser  shall pay to Seller the sum of One Hundred Dollars
($100.00). Such sum shall be paid upon Closing and credited against the Purchase
Price if this transaction  closes.  If this transaction does not close, such sum
shall be paid to Seller from the Escrow Deposit upon termination of the escrow.


                                   ARTICLE III

                            ESCROW - CLOSING MATTERS

     3.01 Escrow Holder. This Agreement constitutes joint escrow instructions to
the Escrow  Agent,  instructing  it to  consummate  this sale upon the terms and
conditions set forth in this Agreement.

     3.02 Opening of Escrow.  Within three (3) business days after the Effective
Date,  Seller and  Purchaser  shall open an escrow with  Escrow  Agent and shall
deposit with Escrow Agent a fully executed counterpart of this Agreement for use
as escrow  instructions.  Seller and Purchaser  further agree to execute  Escrow
Agent's usual form of supplemental  escrow instructions for transactions of this
type; provided,  however, that such escrow instructions shall be for the purpose
of implementing  this Agreement,  and such  instructions  shall incorporate this
Agreement by reference and shall specifically  provide that no provision thereof
shall have the effect of  modifying  this  Agreement  unless it is so  expressly
stated and initialed on behalf of Seller and Purchaser.

     3.03  Purchaser's  Funds -  Interest-Bearing.  All Escrow Deposits shall be
held in a federally insured interest-bearing  account, with all accrued interest
credited to the account of the Purchaser  until Closing or  termination  of this
Agreement,  as the case may be. On any occasion when Escrow Agent is required to
pay funds from the Escrow  Deposit to either the Seller or  Purchaser,  it shall
transmit such funds by check by United States  overnight  express mail or, if so
instructed by the party entitled to the funds, by federal wire transfer.

     3.04  Purchaser's  Deliveries to Escrow.  Purchaser shall, on or before the
Closing, deliver to Escrow Agent the following:

     A) the balance of the Purchase Price pursuant to Section 1.05(B);

     B) a signed list of title exceptions which Purchaser  approves  pursuant to
Section 2.01 (A);

     C) a signed  statement  from  Purchaser that the conditions of Section 2.01
have been  approved or waived by Purchaser  and that the  conditions  of Section
2.02(A) and (B) have been satisfied or waived by Purchaser;

     D) counterpart original of Assignment and Assumption of Leases, duly signed
and acknowledged by Purchaser in a form attached hereto as Exhibit E.

     E) counterpart  original of Assignment  and  Assumption of Contracts,  duly
signed and acknowledged by Purchaser in a form attached hereto as Exhibit N.


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<PAGE>


     3.05 Seller's Deliveries to Escrow. Seller shall, on or before the Closing,
deliver to Escrow Agent the following documents:

     A) the Deed,  executed and duly  acknowledged  by Seller and acceptable for
recording;

     B) the Bill of Sale and Assignment, duly executed by the Seller in the form
attached hereto as Exhibit F conveying all of Seller's right, title and interest
in and to any and all Personal Property and Intangible Personal Property;

     C) a counterpart  original of  Assignment  and  Assumption of Leases,  duly
signed and acknowledged by Seller in a form attached hereto as Exhibit E;

     D) a counterpart  original of Assignment and Assumption of Contracts,  duly
signed and acknowledged by Seller in a form attached hereto as Exhibit N;

     E)  such  evidence  or  documents  as may  be  reasonably  required  by the
Purchaser or the title company  evidencing the status and capacity of Seller and
the authority of the person or persons who are  executing the various  documents
on behalf of the Seller in connection with the sale of the Subject Property;

     F) a copy of the Non-Foreign Affidavit referred to in Section 7.03 executed
by Seller;

     G) written  certifications of Seller dated no earlier than one (1) business
day prior to the date of the Closing (with copies  simultaneously  telecopied to
Purchaser) as to all the following matters:

          1) the amount of all  security  and/or other  deposits  held by Seller
     from the Tenants with respect to the Leases;

          2) the date to which rent has been paid for each of the Leases; and

          3) all rent and other  receivables  due from each of the  Tenants,  if
     any.

     3.06 Closing.

     A) Closing under this Agreement  shall take place on May 1, 1998,  provided
that all of the  conditions  of Section  2.01 have been  satisfied  or waived by
Purchaser,  and subject to Purchaser's  Closing Conditions of Section 2.02 being
satisfied or waived by Purchaser  and subject to the  Conditions  under  Section
2.03 being satisfied.

     B) Upon Closing, the Escrow Agent shall:

          1) cause the Deed to be  recorded  in the  County  where  the  Subject
     Property is located;


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<PAGE>


          2) deliver to Purchaser the following documents:

               (a) Title Insurance Policy.

               (b) Assignment and Assumption of Leases.

               (c) Bill of Sale and Assignment.

               (d) Non-Foreign Affidavit.

               (e) Assignment and Assumption Contracts.

          3) deliver to Seller:

               (a) Assignment and Assumption of Leases.

               (b) Balance of Purchase Price due Seller.

               (c) Assignment and Assumption of Contracts.

     3.07 Prorations.

     A) Operating Expenses.

          1) Real  property  taxes  and any  other  items  normally  apportioned
     (including  insurance  premiums)  shall be  pro-rated  between  the parties
     outside  of escrow  and each party  agrees to  cooperate  with the other to
     complete the  pro-rations  as soon as possible.  Any expenses  such as real
     estate  taxes which must be paid to close shall be deducted  from  Seller's
     proceeds subject to later pro-ration.

          2) Taxes and Utilities. All real estate taxes, charges and interest on
     assessments affecting the Property and all charges for water,  electricity,
     sewer rental,  gas, telephone and all other utilities shall be pro-rated on
     a per diem  basis  as of the date of  Closing.  If any real  estate  taxes,
     charges or  assessments  have not been  finally  assessed as of the date of
     Closing for the current fiscal year of the taxing authority,  then the same
     shall be  adjusted at Closing  based upon the most  recently  issued  bills
     therefor, and shall be readjusted when and if final bills are issued.

          3) If,  at the  time of  Closing,  the  Subject  Property  or any part
     thereof  shall  be  or  shall  have  been  affected  by  an  assessment  or
     assessments  which  are  or may be  payable  in  annual  or  more  frequent
     installments  of which the first  installment  is then a charge or lien, or
     has  been  paid,  then  for the  purpose  of  this  Agreement,  all  unpaid
     installments  of any such  assessment,  which are to become due and payable
     after  Closing,  shall  be the  obligation  of the  Purchaser,  subject  to
     pro-rations  under paragraph 2) above for the tax year in which the Closing
     Date occurs.


                                      -12-
<PAGE>


     B) Payments Under Leases.

          1)  Definitions.  - The following  definitions  shall apply under this
     paragraph B.

               (a)  "Rentals"  shall mean fixed  monthly or other  periodic rent
          payments,  percentage rent payments,  rent  increases,  operating cost
          pass-throughs  (including,  but not  limited to taxes,  insurance  and
          common  area  expenses)  and all other sums and  charges  payable by a
          tenant under a lease.

               (b)  "Delinquents  Rentals"  are rentals due prior to the date of
          Closing, but not yet paid by Tenant.

               (c) "Prepaid  Rentals" shall mean Rental  payments paid by Tenant
          as of the date of Closing to the extent  attributable to periods after
          the date of Closing.

               (d)    "Retroactive    Rentals"   shall   mean   operating   cost
          pass-throughs,  percentage  rent and other charges accrued but not yet
          payable by the Tenant to the extent  attributable  to periods prior to
          the date of Closing.

               (e) "Security  Deposits" shall mean all security deposits held by
          Landlord under the Lease.

          2) Pro-ration of Rentals.

               (a) Seller  shall be entitled to all Rentals  which accrue up to,
          but  not  including  the  date  of  Closing  (the  "Seller's  Share").
          Purchaser shall be entitled to all Rentals which accrue as of the date
          of Closing and thereafter (the "Purchaser's Share").

               (b) Purchaser shall receive a credit, at Closing, for all Prepaid
          Rentals

               In calculating the prorations  under  sub-paragraphs  (a) and (b)
          above, the following shall apply:

                    (i) If a tenant  has  paid  Seller  Rentals  for the cost of
               insurance  which  insurance  covers a period  which  includes the
               period  beginning  on the date of  Closing  and  thereafter,  the
               Purchaser shall be entitled to a credit for the pro-rata  portion
               of  such  Rentals  computed  on a  daily  basis  for  the  period
               beginning on the date of Closing and thereafter.

                    (ii) If a  tenant  has paid  Seller  Rentals  for  estimated
               common area expenses  during the year in which the Closing occurs
               and such tenant's  actual share of such expenses for such year up
               to and  including  the date  before the  Closing is less than the
               Rental  payments for  estimated  common area  expenses,  then the
               Purchaser  shall be  entitled  to a credit  in the  amount of the
               difference.  However,  if  such  tenant's  actual  share  of such
               expenses  for such year up to and  including  the day  before the
               Closing is more than the Rental  payments  for  estimated  common
               area expenses,  the Purchaser  shall pay the Seller the amount of
               such difference,  as a Retroactive  Rental under subparagraph (e)
               below.


                                      -13-
<PAGE>


                    (iii) If a tenant has paid  Seller  Rentals  for real estate
               taxes,   assessments  and  similar  charges   (collectively   the
               "Taxes"), during the year in which the Closing occurs which Taxes
               cover a period which includes the period beginning on the date of
               Closing  and  thereafter,  the  Purchaser  shall be entitled to a
               credit for a pro-rata portion of such Rentals computed on a daily
               basis  for  the  period  beginning  on the  date of  Closing  and
               thereafter.

               (c) Seller shall not receive a credit,  at Closing,  for Seller's
          Share of Delinquent Rentals.  However,  Purchaser shall pay to Seller,
          immediately,  Seller's  Share  of  Delinquent  Rentals,  if  and  when
          collected  by the  Purchaser.  Purchaser  shall have no  liability  or
          obligation  to Seller  with  respect to Seller's  Share of  Delinquent
          Rentals, unless same is collected by the Purchaser. Seller is entitled
          to collect directly form the delinquent  tenant, the Seller's Share of
          Delinquent  Rentals.  Purchaser  shall not  compromise any of Seller's
          rights to collect  Seller's Share of Delinquent  Rentals.  Both Seller
          and Purchaser shall cooperate in the collection of Delinquent Rentals.

               (d) Seller shall not receive a credit,  at Closing,  for Seller's
          Share of Retroactive Rentals. However,  Purchaser shall pay to Seller,
          immediately,  Seller's  share  of  Retroactive  Rentals,  if and  when
          collected  by the  Purchaser.  Purchaser  shall have no  liability  or
          obligation  to Seller with  respect to Seller's  Share of  Retroactive
          Rentals, unless same is collected by the Purchaser. Seller is entitled
          to collect  directly from the Tenant the Seller's Share of Retroactive
          Rentals.  Purchaser  shall not  compromise  any of Seller's  rights to
          collect  Seller's  share  of  Retroactive  Rentals.  Both  Seller  and
          Purchaser shall cooperate in the collection of Retroactive Rentals.

               (e)  Purchaser  shall  receive  a  credit,  at  Closing,  for all
          Security Deposits.

          C) Utility Expenses.  All utility charges for electricity,  gas, sewer
     and water,  not  directly  metered to a tenant shall be pro-rated as of the
     Closing on an  accrual  basis.  Seller  shall pay all such  expenses  which
     accrue up to and including the day prior to the Closing and Purchaser shall
     pay all such expenses on the day of Closing and  thereafter.  To the extent
     possible, Seller and Purchaser shall obtain billings and meter readings for
     the Closing to aid in such pro-rations.

     3.08 Seller's  Closing  Costs.  Escrow Agent shall charge the Seller out of
the Purchase Price: (a) one-half (1/2) of all transfer taxes; (b) any amount due
Purchaser  resulting  from  prorations;  (c) one-half (1/2) of any escrow fee or
escrow termination charge.

     3.09 Purchaser's Closing Costs. Purchaser shall pay for the following:  (a)
one-half (1/2) of all transfer taxes;  (b) any amount due Seller  resulting from
prorations;  (c) one-half (1/2) of any escrow fee or escrow termination  charge;
(d) cost of title insurance premiums.

     3.10  Termination  of Escrow.  In the event the Agreement is terminated for
any reason,  Escrow Agent shall deliver all documents and materials deposited by
Seller, to the Seller,  and deliver to Purchaser all documents,  materials,  and
Escrow  Deposit;  provided,  however,  Seller  shall be paid  out of the  Escrow
Deposit any amount due under Section 2.05 captioned, "Consideration-Satisfaction
of  Conditions,"  Section  1.13  captioned,  "Right of Entry," and Section  6.01
herein  captioned,   "Purchaser's   Default-Liquidated  Damages."  In  addition,


                                      -14-
<PAGE>


Purchaser  shall return to Seller  forthwith any and all  documents,  materials,
plans, specifications,  maps and drawings received by Purchaser from Seller, and
all copies of same, including copies made by Purchaser. The return of documents,
materials,  and funds, as  aforementioned,  shall not affect the right of either
party to seek  such  legal or  equitable  remedies  as such  party may have with
respect to the enforcement of this Agreement.

     3.11 Deliveries of Documents Outside of Escrow.  Promptly after the Closing
Date, Seller shall deliver to Purchaser the following documents:

          A) Copies of Leases;

          B) Copy of Signed Tenant Notification Letters;

          C) Copies of Certificates of Occupancy;

          D)  Any  and  all  other  documents  or  information   that  Purchaser
     reasonably  requires  pertaining  to the  management  and  operation of the
     Subject Property.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     4.01 Seller's Representations and Warranties.

     (A) As used in this  Section  4.01,  the  phrase  "to the best of  Seller's
knowledge" shall mean the actual, not constructive or imputed,  knowledge of Sol
Price,  James Cahill and Mark  Daitch,  without any  obligation  on any of their
parts to make any independent investigation of the matters being represented and
warranted,  or to make any inquiry of any other persons, or to search or examine
any files, records,  books,  correspondence and the like. Seller represents that
these  individuals  are,  and have been since  Seller's  purchase of the Subject
Property, responsible for monitoring the investment in and day-to-day operations
of the Subject  Property on behalf of Seller.  In  consideration  of Purchaser's
entering  into this  Agreement and as an inducement to Purchaser to purchase the
Subject  Property,  Seller makes the following  representations  and warranties,
each of which  is  material  and is  being  relied  upon by  Purchaser  (and the
continued truth and accuracy of which shall constitute a condition  precedent to
Purchaser's obligations hereunder):

          1) Fee  Ownership.  Seller  is  the  sole  fee  owner  of the  Subject
     Property.

          2) Authorization.  Seller is a limited liability company organized and
     existing and is in good standing  under the laws of the State of California
     and is qualified to do business in the State in which the Subject  Property
     is located.  At Closing,  the execution of this  Agreement  shall have been
     ratified  pursuant to the terms of  Seller's  operating  agreement  and the
     Agreement  shall be valid and binding on Seller;  no other  action shall be
     requisite to the  consummation of the transaction set forth herein;  and no
     consents  or waivers of or by any third party will be  necessary  to permit
     consummation by the Seller of the  transactions  contemplated  herein.  All
     documents  to be  delivered  by Seller at Closing  will be  authorized  and
     properly  


                                      -15-
<PAGE>


     executed and constitute, as appropriate,  the valid and binding obligations
     of Seller,  enforceable in accordance  with their terms.  The execution and
     delivery  of  this  Agreement  and  the  consummation  of the  transactions
     contemplated  hereunder on the part of Seller does not and will not violate
     any applicable law, ordinance,  statute, rule, regulation, order, decree or
     judgment,  conflict  with or result in the breach of any material  terms or
     provisions of, or constitute a default under,  or result in the creation or
     imposition of any lien,  charge,  or encumbrance  upon any of the assets of
     the Seller by reason of the terms of any contract,  mortgage,  lien, lease,
     agreement,  indenture, instrument or judgment to which Seller is a party or
     which is or purports to be binding upon Seller or which  otherwise  affects
     Seller, which will not be discharged, assumed or released at Closing.

          3)  Threatened  Actions.  There are no actions,  suits or  proceedings
     pending  against,  or, to the best of  Seller's  knowledge,  threatened  or
     affecting any Leases or the Subject Property, in law or equity.

          4) Leases and Rent Roll.  The documents  constituting  the Leases that
     will be delivered to Purchaser will be true, correct and complete copies of
     all of the Leases affecting the Subject Property,  including all amendments
     and guarantees,  and there are no Leases or Occupancy  Agreements affecting
     the Property except for the Leases.  All information set forth in each Rent
     Roll is true,  correct,  and  complete in all  material  respects as of its
     date. Except as set forth in the Rent Roll first delivered hereunder, there
     are no leasing or other fees or  commissions  due, nor will any become due,
     in  connection  with any Lease or any renewal or  extension or expansion of
     any Lease,  and no  understanding  or agreement with any party exists as to
     payment of any leasing commissions or fees regarding future leases or as to
     the  procuring of tenants.  To the best of Seller's  knowledge,  no tenants
     have  asserted  nor are there any  defenses  or offsets  to rent  currently
     accruing.  Seller has not  received  any notice of any default or breach on
     the part of the  landlord  under any Lease,  nor,  to the best of  Seller's
     knowledge,  does there exist any such  default or breach on the part of the
     landlord.  Except  as set  forth in the Rent  Roll,  all of the  landlord's
     obligations to construct  tenant  improvements or reimburse the tenants for
     tenant  improvements  under the Leases have been paid and performed in full
     and all  concessions  (other than any unexpired rent abatement set forth in
     the Leases) from the landlord under the Leases have been paid and performed
     in full.

          5) Operating Statements.  The Operating Statements for the time period
     on and after August 15, 1996 to be delivered to Purchaser  pursuant to this
     Agreement  show all items of income and  expense  (operating  and  capital)
     incurred in connection with Seller's ownership,  operation,  and management
     of the Subject  Property for the periods  indicated and are true,  correct,
     and complete in all material  respects.  As an  accommodation  to Purchaser
     only,  Seller is  delivering  to Purchaser  Operating  Statements  covering
     periods  of  time  when  Seller  did  not  own  the  Subject  Property.  No
     representation  or warranties are being made with respect to such Operating
     Statements dated prior to August 15, 1996.

          6) Permits,  Legal Compliance,  and Notice of Defects.  To the best of
     Seller's  knowledge,  Seller has all  licenses,  permits  and  certificates
     necessary for the use and  operation of the Subject  Property and believes,
     to the  best  of its  knowledge,  that  all  tenants  have  their  required
     certificates  of occupancy  necessary for the occupancy of their  premises,
     all of which are in full  force and  effect,  and  Seller  has not taken or
     failed to take any action that would  result in their  revocation,  and has
     not received any written  notice of an intention to 


                                      -16-
<PAGE>


     revoke any of them. To the best of Seller's knowledge,  neither the Subject
     Property nor the use thereof violates any governmental law or regulation or
     any covenants or restrictions encumbering the Subject Property. To the best
     of  Seller's  knowledge  there  are no  material  physical  defects  in the
     Improvements. Seller has not received any written notice from any insurance
     company or  underwriter  of any  defects  that would  materially  adversely
     affect the  insurability  of the  Subject  Property or cause an increase in
     insurance  premiums.  Seller  has  received  no  written  notice  from  any
     governmental authority or other person of, and has no knowledge of: (i) any
     violation  of  zoning,  building,  fire,  health,  environmental,  or other
     statutes,  ordinances,  regulations  or  orders;  (ii) any  special  tax or
     assessment to be levied against the Subject  Property;  or (iii) any change
     in the tax assessment or zoning of the Subject Property.

          7)  Environmental.  Except as set forth in the  Environmental  Reports
     identified  in Exhibit I, to the best of Seller's  knowledge,  there are no
     Hazardous  Materials on, in or under the Subject  Property  except for such
     Hazardous Materials as may be routinely used by general office tenants, and
     with respect thereto, to the best of Seller's knowledge,  no such use is in
     violation of any federal,  state or local Environmental Laws, regulation or
     ordinance.  To the best of  Seller's  knowledge,  there are no  underground
     storage  tanks on the Subject  Property and none have been removed from the
     Subject  Property.  Seller has not  manufactured,  introduced,  released or
     discharged from or onto the Subject Property any Hazardous Materials or any
     toxic  wastes,  substances  or materials  (including,  without  limitation,
     asbestos) in violation of any  Environmental  Laws, and Seller has not used
     the Subject  Property or any part  thereof for the  generation,  treatment,
     storage,  handling or disposal of any  Hazardous  Materials in violation of
     any  Environmental  Laws. The term  "Environmental  Laws" includes  without
     limitation the Resource Conservation and Recovery Act and the Comprehensive
     Environmental  Response  Compensation  and  Liability Act and other federal
     laws  governing the  environment as in effect on the Date of this Agreement
     together with their implementing  regulations and guidelines as of the Date
     of this Agreement,  and all state,  regional,  county,  municipal and other
     local laws,  regulations  and ordinances  that are equivalent or similar to
     the  federal  laws  recited  above or that  purport to  regulate  Hazardous
     Materials.  The term "Hazardous  Materials" includes  petroleum,  including
     crude  oil or any  fraction  thereof,  natural  gas,  natural  gas-liquids,
     liquidated  natural gas, or  synthetic  gas usable for fuel (or mixtures of
     natural gas or such  synthetic  gas), and any  substance,  material  waste,
     pollutant or contaminant listed or defined as hazardous or toxins under any
     Environmental Law.

          8) Utilities.  To the best of Seller's  knowledge,  all water,  sewer,
     gas,  electric,  telephone,  and drainage  facilities,  and other utilities
     required for the normal and proper  operation  of the Subject  Property are
     installed and connected to the Subject Property with valid permits, and are
     adequate  to serve the Subject  Property  for its current use and to permit
     full  compliance with all  requirements of law and the Leases;  all permits
     and  connection  fees are fully  paid;  all  utilities  serving the Subject
     Property  enter it through  publicly-dedicated  roads or through  currently
     effective  public or private  easements;  no fact or condition exists which
     would result in the  termination of such utilities  services to the Subject
     Property.

          9)  Condemnation.  Except  as noted in  Section  7.01(B)  there are no
     pending, or, to the best of Seller's knowledge,  threatened  proceedings in
     eminent  domain,  which would affect the Subject  Property,  or any portion
     thereof.


                                      -17-
<PAGE>


          10)  Contracts.  There  are  no  construction,   management,  leasing,
     service, equipment,  supply,  maintenance,  concession, or other agreements
     ("Contracts") with respect to the Real Property except for the Contracts as
     listed on Exhibit M. All Contracts,  if assignable by Seller (collectively,
     the "Assigned Contracts"), shall be assigned to and assumed by Purchaser at
     Closing.

          11) Title.  Except as set forth in Exhibit L, to the best of  Seller's
     knowledge, the Subject Property is free of any easements, licenses or other
     rights not disclosed by the public record.

          12) Right to Purchase.  No party has any right of first offer or right
     of first  refusal or option  with  respect to the  Purchase  of the Subject
     Property, except as set forth in the Leases.

          13) Special  Earthquake  Studies Zone. No representation is made as to
     whether the Property is situated in a Special  Studies  Zone as  designated
     under the  Alquist-Priolo  Special  Earthquake  Studies Zone Act,  Sections
     2621-2630,  inclusive of the California  Public  Resources Code.  Purchaser
     shall make its own inquiry or investigation.

          14) Flood Hazard  Area.  No  representation  is made as to whether the
     Property is located in a Special  Flood  Hazard  Area.  Purchaser is solely
     responsible  for  determining  if the Property is in a Special Flood Hazard
     Area.

     (B)  Change  in  Representations.  Except  as  otherwise  specified  to the
contrary,  the  representations  of Seller set forth above in paragraph  (A) are
made as of the date of execution of this  Agreement  and are intended to be true
and correct as of the Closing.  If, subsequent to the date of this Agreement and
prior to the date of Closing,  Seller  determines  that, as a result of facts or
subsequent events  discovered or arising after execution of this Agreement,  any
of such representations and warranties are no longer true and correct as of such
subsequent date, Seller shall not be in breach of this Agreement,  provided that
Seller  shall  promptly,  and prior to Closing,  deliver  notice to Purchaser in
writing ("Change  Notice") of such facts or subsequent  events and the effect on
the  applicable  representation.  Seller  shall  have  the  option,  but not the
obligation,  to take steps to cure or correct the situation so that the affected
representation  will be true and  correct  as of the  Closing,  and,  if  Seller
exercises such option, Seller shall identify the corrective action in the Change
Notice.  If Seller elects to undertake  corrective action such that the affected
representation  will be true and correct as of the  Closing,  the parties  shall
proceed with performance  under this Agreement and the Closing,  provided Seller
completes such corrective action prior to the Closing.  If Seller does not elect
in the Change Notice to undertake such corrective  action,  then, within fifteen
(15) days after Purchaser's  receipt of the Change Notice, but in no event later
than the Closing Date,  Purchaser shall elect,  by delivering  written notice to
the Seller  either to: (1) proceed with  performance  of this  Agreement and the
Closing; or (2) terminate this Agreement and the Escrow for  non-satisfaction of
a condition.  In the event of termination  pursuant to this Section,  the Escrow
Deposit  shall be returned to Purchaser and neither party shall have any further
obligation hereunder.

     4.02 Purchaser's Representations and Warranties. In consideration of Seller
entering into this  Agreement and as an inducement to Seller to sell the Subject
Property  to  Purchaser,  


                                      -18-
<PAGE>


Purchaser makes the following  representations and warranties,  each of which is
material and is being relied upon by Seller (the continued truth and accuracy of
which shall constitute a condition precedent to Seller's obligations hereunder):

          A) Purchaser  has the legal right,  power and  authority to enter into
     this Agreement and to consummate the transactions  contemplated hereby, and
     the  execution,  delivery and  performance of this Agreement have been duly
     authorized  and no other  action by Purchaser is requisite to the valid and
     binding  execution,  delivery and performance of this Agreement,  except as
     otherwise expressly set forth herein.

                                    ARTICLE V

                       AS IS PURCHASE, PARKING SPACE ISSUE

     5.01 As Is: Release.

     Purchaser  acknowledges and agrees that Purchaser is acquiring the Property
in its "AS IS"  condition,  WITH ALL FAULTS,  IF ANY, AND WITHOUT ANY  WARRANTY,
EXPRESS OR IMPLIED  except for the express  representations  and  warranties set
forth in this  Agreement.  Other than as  expressly  set forth  herein,  neither
Seller nor any agents,  representatives,  or  employees  of Seller have made any
representations or warranties,  direct or indirect, oral or written,  express or
implied, to Purchaser or any agents, representatives,  or employees of Purchaser
with respect to the  condition of the Property,  its fitness for any  particular
purpose, or its compliance with any laws, and Purchaser is not aware of and does
not rely upon any such representation to any other party. Purchaser acknowledges
that the time periods outlined in Section 2.01 will have afforded  Purchaser the
opportunity  to  make  such  inspections  (or  have  such  inspections  made  by
consultants) as it desires of the Property and all factors  relevant to its use,
including,  without  limitation,  the interior,  exterior,  and structure of all
Improvements,   and  the  condition  of  soils  and  sub-surfaces.   Purchaser's
opportunity to inspect shall not limit or avoid Seller's liability for breach of
express representations and warranties made in this Agreement;  provided that if
Purchaser,  at any time prior to the Closing,  has knowledge of any  information
which  would  require  the  qualification  of  any  of  the  representations  or
warranties made by Seller in this Agreement,  Purchaser shall immediately notify
Seller in  writing  of such  information,  and  Seller  shall  have the right to
qualify  the   representations  and  warranties  in  this  Agreement  with  such
information when they are restated on the Closing. If Seller does so qualify its
representations  and warranties,  Purchaser may terminate this Agreement  unless
the qualifications (i) reflect information disclosed in writing to or discovered
by Purchaser at least five (5) business  days prior to, (ii) relate to things or
events caused or approved by Purchaser,  or (iii)  Seller's  covenant to cure or
otherwise  correct  to the  reasonable  satisfaction  of  Purchaser,  and such a
termination  shall be without  further  liability  to either  party  except that
Purchaser shall be entitled to the return of the Deposit,  and shall continue to
be  responsible   for  performance  of  obligations   which  expressly   survive
termination.

     Without  limiting the generality of the foregoing,  except for  Purchaser's
rights under the express  representations  and warranties of Seller set forth in
this  Agreement,  and  except as  expressly  provided  below in this  paragraph,
Purchaser  hereby  expressly  waives  and  relinquishes  any and all  rights and
remedies  Purchaser may now or hereafter have against 


                                      -19-
<PAGE>


Seller, at law, in equity or otherwise,  whether known or unknown,  with respect
to any past, present or future presence or existence of Hazardous  Materials on,
in, under or about the  Property or with respect to any past,  present or future
violations  of  any  rules,  regulations  or  laws,  now or  hereafter  enacted,
regulating  or  governing  the use,  handling,  storage or disposal of Hazardous
Materials,  including,  without limitation, (i) any and all rights Purchaser may
now or hereafter have to seek  contribution  from Seller under Section 113(f)(i)
of the Comprehensive  Environmental  Response  Compensation and Liability Act of
1980 ("CERCLA"),  as amended by the Superfund Amendments and Reauthorization Act
of 1986 (42 U.S.C.A. ss.9613), as the same may be further amended or replaced by
any similar law, rule or regulation,  (ii) any and all rights  Purchaser may now
or hereafter  have against Seller under the  Carpenter-Presley-Tanner  Hazardous
Substance  Account Act  (California  Health and Safety Code,  Section 25300,  et
seq.),  as the same may be further  amended or replaced by any similar law, rule
or regulation,  and (iii) any and all claims,  whether known or unknown,  now or
hereafter existing, with respect to the Property under Section 107 of CERCLA (42
U.S.C.A.  ss.9607).  The foregoing  waiver and release shall not apply against a
Seller  with  respect to  Hazardous  Materials  of which such  Seller has actual
knowledge  as of the  Effective  Date other than those  disclosed in the reports
listed in Exhibit I, or which were used, handled,  stored or disposed of by such
Seller.

     PURCHASER  HEREBY  ACKNOWLEDGES  THAT IT HAS READ AND IS FAMILIAR  WITH THE
PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ("SECTION 1542"),  WHICH IS SET
FORTH BELOW:

     "A GENERAL  RELEASE  DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
     DOES NOT  KNOW OR  SUSPECT  TO EXIST IN HIS  FAVOR AT THE TIME OF
     EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
     AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

     BY INITIALING BELOW, PURCHASER HEREBY WAIVES THE PROVISIONS OF SECTION 1542
SOLELY IN  CONNECTION  WITH THE MATTERS  WHICH ARE THE SUBJECT OF THE  FOREGOING
WAIVERS AND RELEASES.

                                      /s/JM
                              --------------------
                              Purchaser's Initials

     The waivers and  releases  by  Purchaser  herein  contained  shall  survive
Closing  and the  recordation  of the Grant Deed and shall not be deemed  merged
into the Grant Deed upon its recordation.

     5.02 Seller  Reasonable.  Purchaser  acknowledges  and agrees that the sole
inquiry  and   investigation   Seller  has  conducted  in  connection  with  the
environmental  condition  of  the  Property  is  to  obtain  and/or  review  the
environmental  reports  described  in  Exhibit I attached  hereto,  and that for
purposes of  California  Health and Safety Code  Section  25359.7,  Sellers have
acted reasonably in solely relying upon that inquiry and investigation.

     5.03 Parking  Space Issue.  Seller has disclosed to Purchaser and Purchaser
acknowledges  the  following  matter  which is  collectively  referred to as the
"Parking Space Issue" for the purposes of this Section:


                                      -20-
<PAGE>


          A) Pursuant to Section 2.9 of that  certain  Lease  Agreement  between
     Evergreen/ Bradville VII ("Lessor") and McCaw Cellular Communications, Inc.
     ("Lessee")  dated August 23, 1995 (10000  Goethe Road Lease),  Lessor has a
     certain obligation to provide no less than five hundred  thirty-three (533)
     parking spaces and that pursuant to the Survey, there currently exists only
     five hundred  twenty-three (523) spaces. The First Amendment to Lease dated
     May 7, 1996  executed by and  between  Lessee and Lessor  contains  certain
     provisions  regarding the possible future addition of parking spaces.  With
     respect to the Parking Space Issue described in this  paragraph,  if at any
     time during the Lease Term,  Lessee requires the addition of parking spaces
     pursuant to the terms of the Lease, as amended,  Seller agrees to reimburse
     Purchaser for actual costs incurred in providing  additional parking spaces
     up to, and not to exceed,  a maximum  amount of  Seventy-One  Thousand Nine
     Hundred Dollars ($71,900).

                                   ARTICLE VI

                                    REMEDIES

     6.01 Purchaser's Default. LIQUIDATED DAMAGES.

     IT IS AGREED BY AND BETWEEN SELLER AND PURCHASER THAT IT WOULD BE EXTREMELY
DIFFICULT AND  IMPRACTICAL,  IF NOT IMPOSSIBLE,  TO ASCERTAIN WITH ANY DEGREE OF
CERTAINTY  THE AMOUNT OF DAMAGES  WHICH WOULD BE SUFFERED BY SELLER IN THE EVENT
OF  PURCHASER'S  DEFAULT  AND  FAILURE TO CLOSE  ESCROW  UNDER THE TERMS OF THIS
AGREEMENT. ACCORDINGLY, PURCHASER AND SELLER AGREE THAT IN THE EVENT THAT, AFTER
ALL  CONDITIONS  ARE SATISFIED OR WAIVED,  PURCHASER  SHOULD DEFAULT AND FAIL TO
CLOSE ESCROW  UNDER THE TERMS OF THIS  AGREEMENT,  PURCHASER  SHALL BE LIABLE TO
SELLER FOR  LIQUIDATED  DAMAGES IN THE AMOUNT OF FIVE HUNDRED  THOUSAND  DOLLARS
($500,000).  PURCHASER AND SELLER AGREE THAT SAID AMOUNT IS REASONABLE UNDER THE
CIRCUMSTANCES OF THIS TRANSACTION.

SELLER  SHALL  HAVE NO OTHER  RIGHTS OR  REMEDIES  AGAINST  PURCHASER  EXCEPT AS
PROVIDED IN SECTION 1.13.

PRICE ENTERPRISES, INC., a              IVANHOE-BRADSHAW L.L.C., a California
Maryland corporation                    limited liability company

By: /s/Jack McGrory                     By: /s/James Cahill               
    --------------------------          -------------------------------------
Its: President                          Its: Manager

     6.02 Seller's Default.  If Seller defaults under this Agreement in addition
to any and all remedies available at law or equity,  Purchaser shall be entitled
to the return of the Escrow Deposit.

     6.03 Curing Default.  In the event of a default by either party,  the other
party shall not be entitled to  exercise  any remedy for such  default  unless a
notice of default is sent to the 


                                      -21-
<PAGE>


defaulting  party and the  defaulting  party fails to cure such  default  within
seven (7) days after receipt of such notice of default.

     6.04 Indemnification.

     A) Seller hereby agrees to indemnify,  defend and hold harmless  Purchaser,
from  and  against  any  and  all  obligations,   liabilities,   claims,  liens,
encumbrances, losses, damages, costs and expenses arising and accruing from:

          i)  breach  of  Seller's  representations,  warranties  and  covenants
     contained in this Agreement; and

          ii)  subject to the "As Is"  provisions  of Section  5.01  above,  the
     occurrence  of any  injury  or  death of any  person  or  damage  to or the
     destruction  of property  attributable  to the ownership and  management of
     same by Seller prior to Close of Escrow.

     B) Purchaser  hereby agrees to indemnify,  defend and hold harmless Seller,
from  and  against  any  and  all  obligations,   liabilities,   claims,  liens,
encumbrances, losses, damages, costs and expenses arising or accruing from:

          i) breach of  Purchaser's  representation,  warranties  and  covenants
     under this Agreement; and

          ii) any injury or death of any person or damage to or the  destruction
     of  property  attributable  to the  ownership  and  management  of  same by
     Purchaser after the Close of Escrow.

     6.05  Arbitration of Disputes.  Any  controversy or claim arising out of or
relating to this Agreement or any Agreements or instruments  relating  hereto or
delivered in connection herewith, including, but not limited to a claim based on
or arising from an alleged tort will, at the request of any party, be determined
by arbitration in accordance with the Federal Arbitration Act (9 U.S.C.  Section
1 Et Seq.) under the auspices and rules of the American Arbitration  Association
("AAA").  The AAA will be instructed by either or both parties to prepare a list
of three (3) judges who have  retired  from the  Superior  Court of the State of
California, a higher California Court or any Federal Court. Within ten (10) days
of  receipt of the list,  each party may strike one (1) name from the list.  The
AAA will then appoint the arbitrator from the name(s) remaining on the list. The
arbitration  will be  conducted  in San  Diego or  Sacramento,  California.  Any
controversy  in  interpretation  or  enforcement  of this provision or whether a
dispute is arbitrable,  will be determined by the arbitrator.  Judgment upon the
award   rendered  by  the   arbitrator  may  be  entered  in  any  court  having
jurisdiction.  The  institution and maintenance of an action for judicial relief
or in pursuit of an ancillary  remedy does not  constitute a waiver of the right
of any party,  including the  plaintiff,  to submit the  controversy or claim to
arbitration.

     NOTICE:  By  initialing  in the space  below you are  agreeing  to have any
dispute  arising out of the matters  included in the  foregoing  arbitration  of
disputes provision decided by neutral  arbitration as provided by California law
and you are giving up any rights you might possess to have the dispute litigated
in a court or by jury trial.  By initialing in the space below you are giving up
your judicial rights to discovery and appeal unless such rights are specifically
included in the  Arbitration of Disputes  Provision.  If you refuse to submit to
arbitration after


                                      -22-
<PAGE>


agreeing  to this  Provision,  you  may be  compelled  to  arbitrate  under  the
authority of the  California  Code of Civil  Procedure.  Your  agreement to this
arbitration provision is voluntary.

     We have read and  understand  the  foregoing  and agree to submit  disputes
arising out of the matters included in the Arbitration of Disputes  Provision to
neutral arbitration.


            /s/JM                                            /s/JC
     --------------------                              -----------------
     Purchaser's Initials                              Seller's Initials


                                   ARTICLE VII

                                  MISCELLANEOUS

     7.01 Risk of Loss.

     A) Until Closing, the risk of loss or damage to the Subject Property or any
portions thereof by fire, casualty, or any other cause, is assumed by Seller. If
such loss or damage shall occur and the reasonably estimated cost to repair same
does not exceed One Hundred Thousand Dollars ($100,000), then the Seller, at its
sole cost and expense,  shall  immediately  and with due  diligence  repair such
damage and the Closing shall be postponed until the Subject Property is repaired
to its  conditioned  prior to the damage.  If such loss or damage  shall  occur,
Purchaser  shall have the option to  terminate  this  Agreement  and receive the
return of the Escrow  Deposit  unless Seller agrees at its option to repair such
damage in which case the  Closing  shall be  postponed  until such  repairs  are
complete.

              B)  Except   for  the   condemnation   ("Condemnation   Premises")
instituted in connection  with the City's desire to put a traffic  signal on the
corner of Old  Placerville  Road and Granby  Road as set forth in more detail on
Exhibit J, if, at or prior to the Closing,  the Subject Property or any portions
thereof shall be condemned or taken pursuant to any  governmental or other power
of eminent  domain,  or if any written notice of any such taking or condemnation
is issued,  or  proceeding  instituted,  then in any such events,  the Purchaser
shall have the option to terminate  this Agreement and receive the return of the
Escrow Deposit, or in the alternative,  Purchaser may elect to proceed to close,
with the Purchaser entitled to receive the entire condemnation award,  including
any portion thereof paid to the Seller.

     7.02  Notices.  All waivers,  elections,  options,  notices,  demands,  and
consents  which  either  party may be  required or may desire to give under this
Agreement  ("Notice") shall be in writing and shall be effective when telecopied
to the fax numbers indicated below, when personally delivered, or when deposited
in an  official  United  States  Postal  Service  office or  branch or  official
depository  maintained  by the United  States  Postal  Service,  by certified or
registered  mail,  postage  prepaid,  return  receipt  requested,  addressed  as
follows:

     To Purchaser at:    PRICE ENTERPRISES, INC.
                         Attn:  Jack McGrory
                         4649 Morena Blvd.
                         San Diego, CA  92117
                         FAX  (619) 581-4964


                                      -23-
<PAGE>


     with a copy to:     PRICE ENTERPRISES, INC.
                         Attn:  Bob Siordia
                         4649 Morena Blvd.
                         San Diego, CA  92117
                         FAX  (619) 581-4964

     To Seller at:       IVANHOE-BRADSHAW
                         Attn: Jim Cahill
                         7979 Ivanhoe Ave., Suite 520
                         La Jolla, CA  92037
                         FAX  (619) 551-2314

or such other address as either party may hereafter  indicate by written  notice
to the other.

Notice also may be given by Fed Ex or other overnight courier service,  in which
event such Notice shall be deemed given on delivery to such courier service.

     7.03  Certification of Non-Foreign  Status. No later than five (5) business
days before Closing,  Seller shall deliver to Purchaser a Non-Foreign  Affidavit
duly executed in the form attached hereto as Exhibit H.

     7.04 Attorneys' Fees. If either party hereto files any action or brings any
proceeding  against the other arising out of this Agreement,  or is made a party
to any  action or  proceeding  brought  by the  Escrow  Agent,  then as  between
Purchaser and Seller,  the  prevailing  party shall be entitled to recover as an
element of its costs of suit, and not as damages,  reasonable attorneys' fees to
be fixed by the court. The "prevailing party" shall be the party who is entitled
to recover its costs of suit, whether or not suit proceeds to final judgment.  A
party not entitled to recover costs shall not be entitled to recover  attorneys'
fees.

     7.05 Brokers. Seller and Purchaser each represent to the other that neither
has nor shall have any  obligation  to any broker or finder in  connection  with
this  transaction,  and that no fee or commission is due any broker,  finder, or
similar person in connection herewith. Seller and Purchaser each indemnifies the
other and agrees to hold the other harmless from and against any and all claims,
demands,  liabilities,  lawsuits,  costs,  and  expenses  (including  reasonable
attorneys' fees) for any fee or commission due to any broker, finder, or similar
person in  connection  with this  transaction  and arising out of the act of the
indemnifying party.

     7.06  Integration.  This Agreement and the exhibits  attached  hereto shall
constitute the entire  Agreement  between Seller and Purchaser and supersede any
and all  prior  written  or oral  agreements,  representations,  and  warranties
between and among the parties and their agents,  all of which are merged into or
revoked by this Agreement, with respect to its subject matter.

     7.07 Modification. No modification, waiver, amendment, discharge, or change
of this Agreement shall be valid unless the same is in writing and signed by the
party against which the  enforcement of such  modification,  waiver,  amendment,
discharge, or change is or may be sought.


                                      -24-
<PAGE>


     7.08 Severability. In the event any term, covenant,  condition,  provision,
or  agreement  contained  herein  is  held to be  invalid,  void,  or  otherwise
unenforceable,  by any court of competent jurisdiction, such holding shall in no
way  affect  the  validity  or  enforceability  of  any  other  term,  covenant,
condition, provision, or agreement contained herein.

     7.09  Governing  Law.  This  Agreement  and the  obligation  of the parties
hereunder shall be interpreted,  construed,  and enforced in accordance with the
laws of the State of California.

     7.10  Terminology.  All personal  pronouns used in this Agreement,  whether
used in the  masculine,  feminine,  or neuter  gender,  shall  include all other
genders;  the singular  shall include the plural and vice versa.  "Business Day"
means other than Saturday,  Sunday,  or holiday.  In the event that the time for
performance  of an act under this  Agreement  falls on a  Saturday,  Sunday,  or
holiday,  the date for  performance  of such act shall be  extended  to the next
business day.

     7.11 Counterparts. This Agreement may be executed in multiple counterparts,
each of which  shall be deemed  to be an  original  agreement,  and all of which
shall  constitute one agreement by each of the parties hereto to be effective as
of the Effective Date.

     7.12 Binding Effect.  Except as otherwise herein  provided,  this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective successors and assigns.

     7.13  Assignment.  Either Seller or the Purchaser may at any time, prior to
Closing,  assign its rights and obligations under this Agreement,  provided such
assignment  shall not relieve  the  assignor  of its  obligations  herein and no
assignment shall be effective, unless notice is given to the other party herein.

     7.14 Survival of Provisions. All of Seller's covenants, representations and
warranties herein are specifically intended to survive Closing.

     7.15 Captions.  Article and section titles or captions contained herein are
inserted as a matter of  convenience  and for  reference,  and in no way define,
limit, extend, or describe the scope of this Agreement or any provisions hereof.
All  reference  to  section  numbers  herein  shall  mean the  sections  of this
Agreement.

     7.16 Exhibits. The following exhibits are attached hereto:

          Exhibit A   -   Legal Description of Real Property.
          Exhibit B   -   Site Plan of Real Property.
          Exhibit C   -   List of Leases.
          Exhibit D   -   Form of Tenant Estoppel Certificate.
          Exhibit E   -   Form of Assignment and Assumption of Leases.
          Exhibit F   -   Form of Bill of Sale and Assignment.
          Exhibit G   -   Form of Tenant Notification Letter.
          Exhibit H   -   Form of Non-Foreign Affidavit.
          Exhibit I   -   List of Environmental Reports.


                                      -25-
<PAGE>


          Exhibit J   -   Condemnation Premises.
          Exhibit K   -   Form of Grant Deed.
          Exhibit L   -   List of Easements, Licenses and Other Rights.
          Exhibit M   -   List of Contracts.
          Exhibit N   -   Form of Assumption and Assignment of Contracts.

     7.17  Offer  and   Acceptance.   Seller's   signature  on  this  instrument
constitutes an offer to sell the Subject  Property to the Purchaser on the terms
and  conditions  set forth  herein.  Such offer shall be deemed  revoked  unless
Seller receives a counterpart of this instrument,  duly signed by Purchaser,  at
4649 Morena Boulevard, San Diego, California 92117, Attn: Jack McGrory, no later
than April 6, 1998 (referred to herein as the "Effective Date").


                                      -26-
<PAGE>



     Executed as of the date first written above.


PURCHASER                                   SELLER

PRICE ENTERPRISES, INC., a                  IVANHOE-BRADSHAW L.L.C., a
Maryland corporation                        California limited liability company


By: /s/ Jack McGrory                        By: /s/ James Cahill 
    --------------------------------            -------------------------------
    Jack McGrory                                James Cahill

Its: President                              Its: Manager




                                      -27-
<PAGE>


  Amendment No. 1 to Purchase and Sale Agreement and Joint Escrow Instructions

This AMENDMENT NO. 1, dated April 21, 1998, is made between Ivanhoe Bradshaw LLC
and Price Enterprises, Inc.

This AMENDMENT NO. 1 is made with respect to that certain AGREEMENT OF PURCHASE
AND SALE AND JOINT ESCROW INSTRUCTIONS (the "Purchase Agreement"), dated April
6, 1998, between the parties hereto.


The Purchase Agreement is hereby amended as follows:

1. The first sentence of section 2.01 A of the Purchase Agreement shall be
amended as follows: Purchaser's obligation to purchase the Subject Property is
subject to Purchaser approving (or waiving) all title exception in the Title
Commitment obtained by Purchaser by April 27, 1998.

2. The second sentence of section 2.01 B of the Purchase Agreement shall be
amended as follows: If Purchaser does not notify Seller of its approval or
waiver of the physical condition, or notifies Seller of its disapproval by April
27, 1998, this condition shall be deemed not satisfied and this Agreement shall
be deemed terminated.

3. The second sentence of section 2.01 C of the Purchase Agreement shall be
amended as follows: If Purchaser does not notify Seller of its approval of the
Leases or notifies Seller of its disapproval by April 27, 1998, this condition
shall be deemed not satisfied and this Agreement shall be deemed terminated.

4. The second sentence of section 2.01 D of the Purchase Agreement shall be
amended as follows: If Purchaser does not notify Seller of its approval or
waiver of the Miscellaneous Condition or notifies Seller of its disapproval by
April 27, 1998, this condition shall be deemed not satisfied and this Agreement
shall be deemed terminated.


                                      -28-
<PAGE>


This Amendment No. 1 may be executed in counterpart. Buyer and Sellers agree
that facsimile transmission copies of signed counterparts shall be binding and
effective when each party has signed a counterpart and transmitted a copy
thereof by facsimile to the other party. As a courtesy, each party shall send an
original, executed counterpart by overnight delivery service. Although not a
condition to the effectiveness of this Amendment No. 1, each party shall
transmit by facsimile to Escrow Agent a copy of the counterpart signed by such
party.


                                        IVANHOE-BRADSHAW, L.L.C.
                                        a California limited liability company

Date:  April 21, 1998                   /s/ Jim Cahill
                                        --------------------------------------
                                        By: Jim Cahill
                                        Its: Manager

                                        PRICE ENTERPRISES, INC.
                                        a Maryland corporation

Date:  April 22, 1998                   /s/ Jack McGrory
                                        --------------------------------------
                                        By: Jack McGrory
                                        Its: President


                                      -29-
<PAGE>


  Amendment No. 2 to Purchase and Sale Agreement and joint Escrow Instructions

     This AMENDMENT NO. 2, dated April 28, 1998, is made by and between Price
Enterprises, Inc., Maryland corporation ("Purchaser") and Ivanhoe-Bradshaw
L.L.C., a California limited liability company ("Seller") with reference to the
following recitals.

     A. This AMENDMENT NO. 2 is made with respect to that certain Agreement of
Purchase and Sale and Joint Escrow Instructions ("the Purchase Agreement") dated
April 6, 1998, as amended by AMENDMENT NO. 1, dated April 21, 1998, between the
parties hereto.

     B. This Amendment is made with respect to the certain Owner's Declaration
dated April 17, 1998 that Seller has submitted to Chicago Title Company in
connection with the Purchase Agreement, attached hereto as "Exhibit 1".

     C. In Paragraph 2.B. of "Exhibit 1", Seller makes reference to "$39,540 in
unpaid bills for tenant improvements at 10000 Goethe Road" (hereinafter "Unpaid
Bills").

     D. In connection with the close of escrow under the Purchase Agreement,
Chicago Title has indicated that it is willing to issue an ALTA Owner's Extended
policy to Purchaser, including endorsement 101.4 but subject to the Unpaid
Bills.

     Now, therefore, the parties agree as follows:

1. Seller agrees that it is and shall continue to be fully  responsible  for the
payment of all of the Unpaid Bills and that  Purchaser  shall have no obligation
for nor liability in connection with the payment of same.

2. Seller agrees to indemnify Purchaser and hold Purchaser harmless from any and
all  claims  and  demands  made by any of the  parties  entitled  to  payment in
connection  with the Unpaid Bills and any damages arising out of such claims and
demands due to the failure of said parties to receive  payment due to them under
the Unpaid Bills.


                                      -30-
<PAGE>


     This AMENDMENT NO. 2 may be executed in counterpart. Buyers and Sellers
agree that facsimile transmission copies of signed counterparts shall be binding
and effective when each party has signed a counterpart and transmitted a copy
thereof by facsimile to the other party. As a courtesy, each party shall send an
original, executed counterpart by overnight delivery service. Although not a
condition to the effectiveness of AMENDMENT NO. 2, each party shall transmit by
facsimile to escrow agent a copy of the counterpart signed by such party.


                                        IVANHOE-BRADSHAW, L.L.C.
                                        a California limited liability company

Date:  April 29, 1998                   /s/ Jim Cahill
                                        --------------------------------------
                                        By: Jim Cahill
                                        Its: Manager

                                        PRICE ENTERPRISES, INC.
                                        a Maryland corporation

Date:  April 29, 1998                   /s/ Jack McGrory
                                        --------------------------------------
                                        By: Jack McGrory
                                        Its: President




                                      -31-