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                                                             Exhibit 10.23

                               CREDIT AGREEMENT

     This CREDIT AGREEMENT (the "AGREEMENT") is made and entered into as of 
the 9th day of April, 1996 by and between Sanwa Bank California, a California 
banking corporation (the "BANK"), and BRE Properties, Inc. a Maryland 
corporation (the "BORROWER").

                                   RECITALS

     A. Pursuant to that certain Line of Credit Agreement dated as of June 
21, 1991 between the Bank and the predecessor in interest of  the Borrower 
(as amended, the "Line of Credit Agreement"), Bank agreed to extend a 
revolving line of credit (the "Original Line Commitment") to the Borrower 
secured by a Collateral Pool (as therein defined).

     B. The Bank has agreed to extend an unsecured line of credit to the 
Borrower pursuant to the terms of this Agreement.

     C. At the request of the Borrower, the initial extensions of credit 
under this Agreement shall be applied to repay in full all obligations of the 
Borrower under the Line of Credit Agreement; thereupon, the Original Line 
Commitment shall be terminated, and the lien of the Bank on the Collateral 
Pool will be released.

     NOW, THEREFORE, in consideration of the foregoing and for other good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the parties hereto hereby agree as follows:  

1.  DEFINITIONS

     1.1  DEFINITIONS.  The following terms, as used in this Agreement, shall 
have the following meanings:

     "AFFILIATE" shall mean any corporation, association, partnership, joint 
venture or other business entity of which more than 20% of the voting stock 
or other equity interests (in the case of entities other than corporations) 
is owned or controlled directly or indirectly by the Borrower, or one or more 
of the Subsidiaries of the Borrower, or a combination thereof.

     "APPLICABLE LIBOR RATE" shall mean, with respect to any Interest Period 
for a LIBOR Loan, the rate per annum (rounded upward, if necessary, to the 
next higher 1/100 of one percent (0.01%)) equal to the LIBOR Rate for such 
Interest Period plus the LIBOR Rate Spread.

     "BUSINESS DAY" shall mean a day other than a Saturday or Sunday on which 
the Bank is open for business in Los Angeles, California.

     "CAPITAL LEASE" shall mean a lease with respect to which the lessee is 
required concurrently to recognize the acquisition of an asset and the 
incurrence of a liability in accordance with GAAP.

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     "CPLTD" shall mean all Debt which, by its terms or by the terms of any 
instrument or agreement relating thereto, matures on demand or within one 
year from the date of determination and is not directly or indirectly 
renewable or extendible at the option of the obligor in respect thereof to a 
date one year or more from such date.

     "CREDIT LIMIT" shall mean $30,000,000, as such amount shall be modified 
from time to time pursuant to this Agreement.

     "DEBT" shall mean, with respect to the Borrower on a consolidated basis, 
without duplication (a) its liabilities for borrowed money; (b) its 
liabilities for the deferred purchase price of property acquired (excluding 
accounts payable arising in the ordinary course of business but including, 
without limitation, all liabilities created or arising under any conditional 
sale or other title retention agreement with respect to any such property); 
(c) its obligations to make payments under Capital Leases; (d) all 
liabilities for borrowed money secured by any Lien with respect to any 
property owned by the Borrower or any of its Subsidiaries (whether or not it 
has assumed or otherwise become liable for such liabilities); and (e) any 
Guaranty of such Person with respect to liabilities of a type described in 
any of clauses (a) through (d) hereof.  Debt shall include all obligations of 
the character described in clauses (a) through (e) to the extent that the 
Borrower or any of its Subsidiaries remains legally liable in respect thereof 
notwithstanding that any such obligation is deemed to be extinguished under 
GAAP.

     "DEFAULT INTEREST RATE" shall mean a rate per annum equivalent to the 
Reference Rate plus 3%, adjusted concurrently with any change in the 
Reference Rate and calculated on the basis of 360 days per year but charged 
on the actual number of days elapsed.

     "DEVELOPMENT UNITS" shall mean housing units Under Construction by the 
Borrower, any of its Subsidiaries or any Person in which the Borrower is a 
general partner, joint venturer or otherwise fully liable for the 
Indebtedness of such Person.  

     "DIVIDEND PAYMENTS" shall mean (a) dividends or other distributions or 
payments on capital stock or other equity interest thereof (except 
distributions in such stock or other equity interest); and (b) the redemption 
or acquisition of such stock or other equity interests or of warrants, rights 
or other options to purchase such stock or other equity interests (except 
when solely in exchange for such stock or other equity interests) unless 
made, contemporaneously, from the net proceeds of a sale of such stock or 
other equity interests.

     "DRAWING" shall mean the presentation of a draft(s) together with any 
accompanying documents by a beneficiary under a Letter of Credit seeking 
payment under such Letter of Credit.

     "EBITDA" shall mean the sum of (a) net income of the Borrower and its 
Subsidiaries, on a consolidated basis, for the relevant period, plus (b) 
interest expense deducted in determining such net income plus (c) tax 
provision deducted in determining such net income plus (d) depreciation and 
amortization deducted in determining such net income.

     "EFFECTIVE TANGIBLE NET WORTH" shall mean the Borrower's consolidated 
stated net worth plus Subordinated Debt but less all intangible assets of the 
Borrower and its Subsidiaries (i.e. goodwill, trademarks, patents, 
copyrights, organization expenses and similar intangible items).


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     "ENVIRONMENTAL CLAIMS" shall mean all claims, however asserted, by any 
Governmental Authority or other Person alleging potential liability or 
responsibility for violation of any Environmental Law, or for release of 
Hazardous Materials or injury to the environment as a result thereof.

     "ENVIRONMENTAL LAWS" shall have the meaning set forth in Section 5.9 below.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, 
as it may from time to time be amended, supplemented or otherwise modified or 
replaced.

     "EVENT OF DEFAULT" shall have the meaning set forth in Section 8 below.

     "EXPIRATION DATE" shall mean April 30, 1999, as such date may be 
extended in the sole discretion of the Bank.

     "FFO" shall mean "funds from operations" as such terms are defined by 
NAREIT from time to time.

     "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any state 
or other political subdivision thereof, any central bank (or similar monetary 
or regulatory authority  thereof, any entity exercising executive, 
legislative, judicial, regulatory or administrative functions of or 
pertaining to government, and any corporation or other entity owned or 
controlled, through stock or capital ownership or otherwise, by any of the 
foregoing.

     "GAAP" shall mean generally accepted accounting principles set forth 
from time to time in the opinions and pronouncements of the American 
Institute of Certified Public Accountants and statements and pronouncements 
of the Financial Accounting Standards Board (or agencies with similar 
functions of comparable stature and authority within the accounting 
profession), or in such other statements by such other entity as may be in 
general use by significant segments of the U.S. accounting profession, which 
are applicable to the circumstances as of the date of determination.

     "GUARANTY" shall mean, with respect to any Person, any obligation 
(except the endorsement in the ordinary course of business of negotiable 
instruments for deposit or collection) of such Person guaranteeing or in 
effect guaranteeing any Indebtedness, dividend or other obligation of any 
other Person in any manner, whether directly or indirectly.

     "HAZARDOUS MATERIAL" shall mean any flammable materials (excluding wood 
products normally used in construction), explosives, radioactive materials, 
hazardous wastes, toxic substances or related materials, including, without 
limitation, any substances defined as or included in the definition of 
"hazardous substances," "hazardous wastes," "hazardous materials," or "toxic 
substances" under any applicable federal, state, county, regional or local 
laws, ordinances, regulations or guidelines.

     "INDEBTEDNESS" shall mean, with respect to the Borrower and its 
Subsidiaries, all items of indebtedness which, in accordance with GAAP, would 
be included in determining liabilities as shown on the liability side of a 
statement of condition thereof as of the date as of which indebtedness is to 
be determined, including, without limitation, all Debt of the Borrower and 
its Subsidiaries.

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     "INTEREST PERIOD" shall mean with respect to any LIBOR Loan, the period 
commencing on the date advanced and ending one, two, three, six or twelve 
months thereafter, as designated in the relevant Loan Request; provided, 
however, that (1) any Interest Period which would otherwise end on a day 
which is not a LIBOR Business Day shall be extended to the next succeeding 
LIBOR Business Day unless by such extension it would fall in another calendar 
month, in which case such Interest Period shall end on the immediately 
preceding LIBOR Business Day, (2) any Interest Period applicable to a LIBOR 
Loan which begins on a day for which there is no numerically corresponding 
day in the calendar month during which such Interest Period is to end shall, 
subject to the provisions of clause (1) hereof, end on the last day of such 
calendar month, and (3) no such Interest Period shall extend beyond the 
relevant Expiration Date.

     "L/C SUBLIMIT" shall mean $2,000,000, as such amount shall be reduced 
from time to time pursuant to the terms of this Agreement.

     "L/C DOCUMENTS" shall have the meaning given such term in SECTION 3.2 
below.

     "LETTER OF CREDIT" shall mean a letter of credit issued by the Bank for 
the account of the Borrower pursuant to the terms of this Agreement.

     "LETTER OF CREDIT OBLIGATIONS"  shall mean, at any time, the aggregate 
obligations of the Borrower then outstanding, or which may thereafter arise 
in respect of Letters of Credit then issued by the Bank, to reimburse the 
amount paid by the Bank with respect to a past, present or future Drawing 
under Letters of Credit.

     "LETTER OF CREDIT REQUEST" shall mean a request for a Letter of Credit 
in form satisfactory to the Bank.

     "LIBOR BUSINESS DAY" shall mean a Business Day upon which commercial 
banks in London, England, New York, New York and Los Angeles, California are 
open for domestic and international business.

     "LIBOR LOANS" shall mean Loans hereunder at such time as they are made 
and/or being maintained at a rate of interest based upon the LIBOR.  

     "LIBOR RATE" shall mean with respect to any Interest Period for a LIBOR 
Loan, the rate per annum (rounded upward, if necessary to the next higher 
1/100 of one percent (0.01%); calculated in accordance with the following 
formula:

          LIBOR   =   IR
                    ------
                     1 - IRP___

     WHERE

          IR = with respect to any Interest Period for a LIBOR Loan, the rate 
per annum quoted to the Bank by major banks in the interbank eurocurrency 
market at approximately 11:00 a.m. London time two LIBOR Business Days prior 
to the first day of the proposed Interest Period for LIBOR Loans for deposits 
in immediately available U.S. Dollars in an amount equal to the aggregate 
amount of LIBOR Loans proposed to be subject to such rate during such 
Interest Period.

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          IRP = for any day, that percentage, expressed as a decimal, which 
is in effect on such day, as specified by the Board of Governors of the 
Federal Reserve System for determining the maximum aggregate reserve 
requirement which is imposed on eurocurrency liabilities.

     "LIBOR RATE SPREAD" shall mean 1.00% per annum.

     "LIEN" shall mean any security interest, mortgage, pledge, lien, claim on 
property, charge or encumbrance (including any conditional sale or other title 
retention agreement), any lease in the nature thereof, and the filing of or 
agreement to give any financing statement under the Uniform Commercial Code of 
any jurisdiction.

     "LOAN" shall have the meaning set forth in SECTION 2.1 below

     "LOAN DOCUMENTS" has the meaning set forth in SECTION 4.1 below.

     "LOAN REQUEST" shall mean written request for a loan in form and 
substance satisfactory to the Bank.

     "MARKET CAPITALIZATION" shall mean, as of any date, the then current 
market value of the capital stock of the Borrower calculated by multiplying 
the number of shares of such stock outstanding (but excluding treasury stock 
and capital stock subscribed and unissued) times the price for such stock as 
quoted in the Wall Street Journal (Western Edition) (or any successor 
publication) as of the close of trading on the Business Day immediately 
preceding the date of determination.

     "NAREIT" shall mean the National Association of Real Estate Investment 
Trusts.

     "NET EQUITY INVESTMENTS" shall mean the net equity investments in 
Property of the Borrower and its Subsidiaries, on a consolidated basis, as 
set forth from time to time in the financial statements filed with the 
Securities and Exchange Commission in the form of Forms 10K and 10Q, or any 
successor forms, or if no such filings are made, on the financial statements 
of the Borrower otherwise delivered to the Bank pursuant to the terms of this 
Agreement.

     "NET OPERATING INCOME OF UNENCUMBERED PROPERTY" shall mean, with 
reference to any period, the net income (or loss) of the Borrower and its 
Subsidiaries from operation of Unencumbered Property during such period 
(taken as a cumulative whole), as determined in accordance with GAAP, after 
eliminating all offsetting debits and credits between the Borrower and its 
Subsidiaries and all other items required to be eliminated in the course of 
the preparation of consolidated financial statements of the Borrower and its 
Subsidiaries in accordance with GAAP; provided that there shall be excluded 
(i) the income (or loss) of any Person accrued prior to the date it becomes a 
Subsidiary or is merged into or consolidated with the Borrower or a 
Subsidiary, and the income (or loss) of any Person, substantially all of the 
assets of which have been acquired in any manner, realized by such other 
Person prior to the date of acquisition, (ii) the income (or loss) of any 
Person (other than a Subsidiary) in which the Borrower or any Subsidiary has 
an ownership interest, except to the extent that any such income has been 
actually received by the Borrower or such Subsidiary in the form of cash 
dividends or similar cash distributions, (iii) the undistributed earnings of 
any Subsidiary to the extent that the declaration or payment of dividends or 
similar distributions by such Subsidiary is not at the time permitted by the 
terms of its charter or any 

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agreement, instrument, judgment, decree, order, statute, rule or governmental 
regulation applicable to such Subsidiary, (iv) any restoration to income of 
any contingency reserve, except to the extent that provision for such reserve 
was made out of income accrued during such period, (v)  any aggregate net 
gain (including any aggregate net loss) during such period arising from the 
sale, conversion, exchange or other disposition of capital assets (such term 
to include, without duplication, (y) all non-current assets and, without 
duplication (z) the following whether or not current:  all fixed assets, 
whether tangible or intangible, all inventory sold in conjunction with the 
disposition of fixed assets, and all securities), (vi) any net gain from the 
collection of the proceeds of life insurance policies, (vii) any gain arising 
from the acquisition of any security, or the extinguishment, under GAAP, of 
any Indebtedness of the Borrower or any Subsidiary, (viii) any net income or 
gain (but not any net loss) during such period from (w) any change in 
accounting principles in accordance with GAAP, any prior period adjustments 
resulting from any change in accounting principles in accordance with GAAP, 
(y) any extraordinary items, or (z) any discontinued operations or the 
disposition thereof, (ix) any deferred credit representing the excess of 
equity in any Subsidiary at the date of acquisition over the cost of the 
investment in such Subsidiary, (x) in the case of a successor to the Borrower 
by consolidation or merger or as a transferee of its assets, any earnings of 
the successor corporation prior to such consolidation, merger or transfer of 
assets, and (xi) any portion of such net income that cannot be freely 
converted into United States Dollars.

     "OBLIGATIONS" shall mean all amounts owing by the Borrower to the Bank 
pursuant to this Agreement including, but not limited to Loans and the Letter 
of Credit Obligations.

     "ORDINARY COURSE OF BUSINESS" shall mean, in respect of any transaction 
involving the Borrower or any Subsidiary, the ordinary course of the 
Borrower's or such Subsidiary's business, as conducted by the Borrower or 
such Subsidiary in accordance with past practice and undertaken by the 
Borrower or such Subsidiary in good faith.

     "OUTSTANDING LETTERS OF CREDIT" shall mean (i) any Letter of Credit 
which has not been canceled, expired un-utilized or fully drawn down and (ii) 
the amount of any unreimbursed Drawings.

     "PERMITTED LIENS" shall mean:

          (i) Liens and security interests securing indebtedness owed by the 
Borrower to the Bank;

          (ii) Liens for taxes, assessments or similar charges either not yet 
due or being contested in good faith;

          (iii) Liens of materialmen, mechanics, warehousemen, or carriers or 
other like Liens arising in the Ordinary Course of Business and securing 
obligations which are not yet delinquent; 

          (iv) Liens securing Indebtedness in an aggregate amount outstanding 
at any one time not to exceed 40% of the Borrower's and its Subsidiaries 
consolidated Net Equity Investments as of the end of the Borrower's fiscal 
quarter immediately preceding the date of determination;

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          (v) Liens on equipment leased by the Borrower to the extent rents 
payable in connection therewith which are not otherwise prohibited under 
Section 7; and

          (vi) Liens which, as of the date hereof, have been disclosed to and 
approved by the Bank in writing or which may hereafter be approved by the 
Bank in writing.

     "PERSON" shall mean an individual, partnership, corporation, business 
trust, joint stock company, trust, unincorporated association, joint venture 
or Governmental Authority.

     "POTENTIAL EVENT OF DEFAULT" shall mean an event or occurrence which 
with the passage of time or the giving of notice or of both would become an 
Event of Default.

     "PROPERTY" shall mean, collectively and severally, any and all real 
property, including all improvements and fixtures thereon, owned, occupied, 
or leased by the Borrower.

     "REFERENCE RATE" shall mean an index for a variable interest rate which 
is quoted, published or announced from time to time by the Bank as its 
reference rate and as to which loans may be made by the Bank at, below or 
above such rate.

     "REFERENCE RATE LOANS" shall mean Loans bearing interest calculated 
based on the Reference Rate.

     "SUBORDINATED DEBT" shall mean such liabilities of the Borrower which 
have been subordinated to those owed to the Bank in a manner acceptable to 
the Bank.

     "SUBSIDIARY" shall mean, as to any Person, any corporation, association 
or other business entity in which such Person or one or more of its 
Subsidiaries or such person and one or more of its Subsidiaries own 
sufficient equity or voting interests to enable it or them (as a group) 
ordinarily, in the absence of contingencies, to elect a majority of the 
directors (or Persons performing similar functions) of such entity, and any 
partnership or joint venture if more than a 50% interest in the profits or 
capital thereof is owned by such Person or one or more of its Subsidiaries or 
such Person and one or more of its Subsidiaries (unless such partnership can 
and does ordinarily take major business actions without the prior approval of 
such Person or one or more of its Subsidiaries).

     "UNDER CONSTRUCTION" shall mean that a Person has agreed to incur, or 
has incurred, any liability to (i) obtain entitlement to develop land, (ii) 
improve land, or (iii) construct one or more buildings on land.  The number 
of housing units deemed Under Construction, as of any date of determination, 
shall be the maximum number of housing units that the Borrower reasonably 
determines can or will be constructed on such land.

     "UNENCUMBERED PROPERTY" shall mean a Property fee title to which is 
vested in the Borrower or any of its Wholly-Owned Subsidiaries and which is 
free and clear of all Liens except for Liens for taxes, assessments or 
similar charges either not yet due or being contested in good faith;

     "WHOLLY-OWNED UNITS" shall mean housing units, whether Under 
Construction or complete, on Properties fee title to which is fully vested in 
the Borrower or any of its Wholly-Owned Subsidiaries.


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     "WHOLLY OWNED SUBSIDIARY" shall mean any Subsidiary of the Borrower, all 
of the equity securities (except director's qualifying shares) of which are 
owned by the Borrower and/or the Borrower's other Wholly-Owned Subsidiaries.

     1.2  ACCOUNTING TERMS.  All references to financial statements, assets, 
liabilities, and similar accounting items not specifically defined herein 
shall mean such financial statements or such items prepared or determined in 
accordance with GAAP consistently applied, and, except where otherwise 
specified, all financial data submitted pursuant to this Agreement shall be 
prepared in accordance with such principles.

     1.3  OTHER TERMS.  Other terms not otherwise defined shall have the 
meanings attributed to such terms in the California Uniform Commercial Code.

2.  CREDIT FACILITIES.

     2.1  CREDIT LIMITS.

          (a)  REVOLVING LOANS.  On the terms and subject to the conditions 
set forth herein, the Bank agrees that it shall, from time to time, to and 
including the Expiration Date (as such term and capitalized terms not 
otherwise defined herein are defined in Section 1 above) make revolving loans 
(each a "Loan" and, collectively, the "Loans") to the Borrower in an 
aggregate amount with all its other outstanding Loans not to exceed the 
Credit Limit minus the face amount of Outstanding Letters of Credit.  Loans 
may be repaid and reborrowed in accordance with this Agreement.

          (b)  LETTERS OF CREDIT.  On the terms and subject to the conditions 
set forth herein, the Bank agrees to issue for the account of the Borrower 
from time to time from the date hereof to and including the 30th day 
immediately preceding the Expiration Date, its standby Letters of Credit (a 
"Letter of Credit" and collectively the "Letters of Credit") in an aggregate 
face amount with the face amount of other Outstanding Letters of Credit not 
to exceed at any one time the lesser of (i) the L/C Sublimit or (ii) the 
Credit Limit minus Revolving Loans outstanding.

     2.2  MAINTENANCE OF LOANS.  Loans shall be maintained, at the election 
of the Borrower made from time to time as permitted herein, as Reference Rate 
Loans and/or LIBOR Loans or any combination thereof.

     2.3  CALCULATION OF INTEREST.  The Borrower shall pay interest on Loans 
outstanding hereunder from the date disbursed to but not including the date 
of payment at a rate per annum equal to, at the option of and as selected by 
the Borrower from time to time (subject to the provisions of SECTIONS 2.6, 
2.7 AND 2.8 below):  (1) with respect to each Loan which is a LIBOR Loan, at 
the Applicable LIBOR Rate for the applicable Interest Period, and (2) with 
respect to each Loan which is a Reference Rate Loan, at a fluctuating rate 
per annum equal to the Reference Rate during the applicable calculation 
period.

     2.4  PAYMENT OF INTEREST.  Interest accruing on Reference Rate Loans 
outstanding hereunder shall be payable monthly, in arrears, for each month on 
or before the [tenth] Business Day of the

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next succeeding month and a final payment shall be payable on the Expiration 
Date in the amount of interest then accrued but unpaid.  Interest accruing on 
LIBOR Loans outstanding hereunder shall be payable in arrears: (1) in the 
case of LIBOR Loans with Interest Periods ending from not more than three (3) 
months from the date advanced, at the end of the applicable Interest Period 
therefor; and (2) in the case of  LIBOR Loans with Interest Periods ending 
later than three (3) months from the date advanced, at the end of each three 
(3) month period from the date advanced, and then at the end of the 
applicable Interest Period therefor.  The Borrower hereby irrevocably 
authorizes and directs the Bank to collect interest when due by debiting the 
amount of interest payable from any collected funds then on deposit in such 
account maintained by the Borrower with the Bank as the Borrower shall 
designate, but no failure by the Bank to so debit such account and no 
insufficiency in the amount on deposit in such account shall excuse the 
Borrower from making any payment in full when due.  In accordance with its 
usual procedures, the Bank will notify the Borrower of the date and 
approximate amount of any such debit prior to the date thereof.  

2.5  REPAYMENT OF PRINCIPAL.  Subject to the prepayment requirements of this 
Agreement, the Borrower shall pay the principal amount of all Loans remaining 
outstanding on the Expiration Date.  The Borrower hereby irrevocably authorizes 
and directs the Bank to collect principal on the Loans when due by debiting the 
amount of principal payable from any collected funds then on deposit in such 
account maintained by the Borrower with the Bank as the Borrower shall 
designate, but no failure by the Bank to so debit such account and no 
insufficiency in the amount on deposit in such account shall excuse the 
Borrower from making any payment in full when due.  

2.6  ELECTION OF TYPE OF LOAN; CONVERSION OPTIONS.  

     (a) The Borrower may elect from time to time to have Loans funded (i) as 
Reference Rate Loans by giving the Bank prior irrevocable notice no later 
than 10:00 a.m. (Los Angeles time) on the proposed date of borrowing of such 
election, and (ii) as LIBOR Loans by giving the Bank at least three LIBOR 
Business Days' prior irrevocable notice of such election.  The Borrower may 
elect from time to time to (i) convert Loans outstanding as LIBOR Loans to 
Reference Rate Loans by giving the Bank at least one Business Day's prior 
irrevocable notice of such election, and (ii) convert Loans outstanding as 
Reference Rate Loans to LIBOR Loans by giving the Bank at least three 
Business Days' prior irrevocable notice of such election.  Any such 
conversion of LIBOR Loans may only be made on the last day of the applicable 
Interest Period.  All such elections shall be evidenced by the delivery by 
the Borrower to the Bank within the required time frame of a duly executed 
Loan Request.  No Reference Rate Loan shall be converted into a LIBOR Loan if 
an Event Of Default or Potential Default has occurred and is continuing on 
the day occurring three LIBOR Business Days prior to the date of the 
conversion requested by the Borrower.  All or any part of outstanding Loans 
may be converted as provided in this SECTION 2.6(a), provided that partial 
conversions shall be in a principal amount of $500,000 or whole multiples of 
$100,000 in excess thereof, and in the case of conversions into LIBOR Loans, 
after giving effect thereto the aggregate of the then number of respective 
LIBOR Loans having a different Interest Period does not exceed five.  

     (b) Any LIBOR Loan may be continued as such upon the expiration of the 
Interest Period with respect thereto by giving the Bank at least three LIBOR 
Business Days' prior irrevocable

                                       9

<PAGE>

notice of such election as set forth on a duly executed Loan Request; 
provided, however, that no LIBOR Loan may be continued as such when any Event 
Of Default or Potential Default has occurred and is continuing, but shall be 
automatically converted to a Reference Rate Loan on the last day of the then 
current Interest Period applicable thereto.  If the Borrower shall fail to 
give notice as provided above, the Borrower shall be deemed to have elected 
to convert the affected LIBOR Loan to a Reference Rate Loan on the last day 
of the relevant Interest Period.  

     2.7  INABILITY TO DETERMINE RATE.  In the event that the Bank shall have 
determined (which determination shall be conclusive and binding upon the 
Borrower) that by reason of circumstances affecting the interbank market 
adequate and reasonable means do not exist for ascertaining the LIBOR Rate 
for any Interest Period, the Bank shall forthwith give notice to the 
Borrower.  If such notice is given:  (1) no Loan may be funded as a LIBOR 
Loan, (2) any Loan that was to have been or would be converted to a LIBOR 
Loan shall, subject to the provisions hereof, be continued as a Reference 
Rate Loan, and (3) any outstanding LIBOR Loan shall be converted, on the last 
day of the then current Interest Period with respect thereto, to a Reference 
Rate Loan.  

     2.8  ILLEGALITY.  Notwithstanding any other provisions herein, if any 
law, regulation, treaty or directive or any change therein or in the 
interpretation or application thereof, shall make it unlawful for Bank to 
make or maintain LIBOR Loans as contemplated by this Agreement:  (1) the 
commitment of the Bank hereunder to make or to continue LIBOR Loans or to 
convert Reference Rate Loans to LIBOR Loans shall forthwith be canceled and 
(2) Loans then outstanding as LIBOR Loans, if any, shall be converted 
automatically to Reference Rate Loans at the end of their respective Interest 
Periods or within such earlier period as required by law.  In the event of a 
conversion of any such Loan prior to the end of its applicable Interest 
Period the Borrower hereby agrees promptly to pay the Bank, upon demand in 
writing setting forth in reasonable detail the calculation of the amount so 
demanded, the amounts required pursuant to SECTION 2.11 below, it being 
agreed and understood that such conversion shall constitute a prepayment for 
all purposes hereof.  The provisions hereof shall survive the termination of 
this Agreement and payment of the outstanding Loans and all other amounts 
payable hereunder.  

     2.9  REQUIREMENTS OF LAW; INCREASED COSTS.  In the event that any 
applicable law, order, regulation, treaty or directive issued by any central 
bank or other Governmental Authority, agency or instrumentality or in the 
governmental or judicial interpretation or application thereof, or compliance 
by Bank with any request or directive (whether or not having the force of 
law) issued by any central bank or other Governmental Authority, agency or 
instrumentality:  

        (1) Does or shall subject the Bank to any tax of any kind whatsoever
     with respect to this Agreement or any Loans made or Letters Of Credit
     issued hereunder, or change the basis of taxation of payments to the Bank
     of principal, fee, interest or any other amount payable hereunder (except
     for change in the rate of tax on the overall net income of the Bank); 

        (2) Does or shall impose, modify or hold applicable any reserve,
     capital requirement, special deposit, compulsory loan or similar 
     requirements against assets held by, or deposits or other liabilities
     in or for the account of, advances or Loans by, or other credit 
     extended by, or any other acquisition of funds by, any office of 
     such Bank which are not otherwise included in the determination of
     interest payable on the Obligations; or 

                                      10

<PAGE>

        (3) Does or shall impose on the Bank any other condition; 

and the result of any of the foregoing is to increase the cost to the Bank of 
making, renewing or maintaining any Loan or to reduce any amount receivable 
in respect thereof or the rate of return on the capital of the Bank or any 
corporation controlling the Bank, then, in any such case, the Borrower shall 
promptly pay to the Bank, upon its written demand made to the Borrower, any 
additional amounts necessary to compensate the Bank for such additional cost 
or reduced amounts receivable or rate of return as determined by the Bank 
with respect to this Agreement or Loans made or Letters Of Credit issued 
hereunder.  If the Bank becomes entitled to claim any additional amounts 
pursuant to this SECTION 2.9, it shall promptly notify the Borrower of the 
event by reason of which it has become so entitled.  A certificate as to any 
additional amounts payable pursuant to the foregoing sentence containing the 
calculation thereof in reasonable detail submitted by the Bank to the 
Borrower shall be conclusive in the absence of manifest error.  The 
provisions hereof shall survive the termination of this Agreement and payment 
of the outstanding Loans and all other amounts payable hereunder.

   2.10  FUNDING.  The Bank shall be entitled to fund all or any portion of 
its Loans in any manner it may determine in its sole discretion, including, 
without limitation, in the Grand Cayman inter-bank market, the London 
inter-bank market and within the United States, but all calculations and 
transactions hereunder shall be conducted as though the Bank actually funds 
all LIBOR Loans through funding dollar deposits in the amount of the relevant 
Loan in maturities corresponding to the applicable Interest Period in a 
manner consistent with the method based on which the LIBOR Rate was 
calculated by the Bank.  

   2.11  PREPAYMENT PREMIUM.  In addition to all other payment obligations 
hereunder, in the event:  (1) any Loan which is outstanding as a LIBOR Loan 
is prepaid prior to the last day of the applicable Interest Period, whether 
following a voluntary prepayment, a mandatory prepayment or otherwise, or (2) 
the Borrower shall fail to continue or to make a conversion to a LIBOR Loan 
after the Borrower has given notice thereof as provided in SECTION 2.6 above, 
then the Borrower shall immediately pay to the Bank, an additional premium 
sum compensating the Bank for losses, costs and expenses incurred by the Bank 
in connection with such prepayment, including, without limitation, those 
incurred in connection with redeployment of funds.  

3. MISCELLANEOUS PROVISIONS.  

   3.1  USE OF PROCEEDS.  Loans and Letters of Credit will be used by the 
Borrower in connection with the acquisition of Properties, for working 
capital, and payment of distributions.

   3.2  REQUEST FOR LOANS AND LETTERS OF CREDIT; MAKING OF LOANS AND ISSUANCE 
OF LETTERS OF CREDIT.  

        (a) THE LOANS.  If the Borrower desires to borrow hereunder, the 
Borrower shall deliver a Loan Request to the Bank, which shall be delivered 
telephonically no later than 10:00 a.m. (Los Angeles time) and immediately 
confirmed by facsimile transmission, on the day notice of borrowing is 
required to be given for the type of Loan being requested pursuant to SECTION 
2.6 above.  Each Loan that is a Reference Rate Loan shall be in a minimum 
amount not less than $100,000 and in increments of $50,000 in excess thereof. 
 Each Loan that is a LIBOR Loan shall be in a minimum amount not less than 
$500,000 and in increments of $100,000 in excess thereof.  

                                      11

<PAGE>

        (b) LETTERS OF CREDIT.  If the Borrower desires to request a Letter 
Of Credit hereunder, the Borrower shall deliver a Letter Of Credit Request 
(which shall be completed in form and substance satisfactory to the Bank) to 
the Bank which shall be delivered by telefacsimile transmission at least 
three (3) Business Days prior to the requested date of issuance.  Each such 
Letter Of Credit Request shall be accompanied by all other documents, 
instruments, and agreements as the Bank may reasonably request in connection 
with such request (the "L/C Documents").

   3.3  EVIDENCE OF REPAYMENT OBLIGATIONS.  

        (a) THE LOANS.  The obligation of the Borrower to repay the Loans shall 
be evidenced by the book, records and accounts of the Bank.  Upon any 
advance, conversion or prepayment as provided in this Agreement with respect 
to any Loan, the Bank is hereby authorized to record the date and amount of 
each such advance and conversion, or the date and amount of each such payment 
or prepayment of principal of the Loan, the applicable Interest Period and 
interest rate with respect thereto, by any method the Bank may elect 
consistent with its customary practices and any such recordation shall 
constitute PRIMA FACIE evidence of the accuracy of the information so 
recorded absent manifest error.  The failure of the Bank to make any such 
notation shall not affect in any manner or to any extent the Borrower's 
Obligations hereunder.

         (b) LETTERS OF CREDIT.  Each Drawing under a Letter Of Credit shall 
be payable in full by the Borrower on the date thereof, without demand or 
notice of any kind.  If the Borrower desires to repay a Drawing from the 
proceeds of a Loan, the Borrower may request a Reference Rate Loan in 
accordance with the other terms and conditions of this Agreement and, if 
disbursed on the date of such Drawing, such Reference Rate Loan shall be 
applied in payment of such reimbursement obligation by the Borrower.  The 
obligation of the Borrower to reimburse the Bank for Drawings shall be 
absolute, irrevocable and unconditional under any and all circumstances 
whatsoever and irrespective of any set-off, counterclaim or defense to 
payment which the Borrower may have or have had against the Bank (except such 
as may arise out of the Bank's gross negligence or willful misconduct 
hereunder) or any other Person, including, without limitation, any set-off, 
counterclaim or defense based upon or arising out of:  

           (i)  Any lack of validity or enforceability of this Agreement or
         any of the other Loan Documents;  

           (ii)  Any amendment or waiver of or any consent to departure from
         the terms of any Letter Of Credit;  

           (iii) The existence of any claim, set-off, defense or other right
         which the Borrower or any other Person may have at any time against
         any beneficiary or any transferee of any Letter Of Credit (or any 
         Person for whom any such beneficiary or any such transferee may be
         acting); or  

           (iv) Any allegation that any demand, statement or any other 
         document presented under any Letter Of Credit is forged, fraudulent,
         invalid or insufficient in any respect, or any statement therein
         being untrue or inaccurate in any respect whatsoever or any 
         variations in punctuation, capitalization, spelling or format of
         the drafts or any statements presented in connection with any
         Drawing.

                                      12

<PAGE>

   3.4  NATURE AND PLACE OF PAYMENTS.  All payments made on account of the 
Obligations shall be made by the Borrower, without setoff or counterclaim, in 
lawful money of the United States of America in immediately available funds, 
free and clear of and without deduction for any taxes, fees or other charges 
of any nature whatsoever imposed by any taxing authority and must be received 
by the Bank by 1:00 p.m. (Los Angeles time) on the day of payment, it being 
expressly agreed and understood that if a payment is received after 1:00 p.m. 
(Los Angeles time) by the Bank, such payment will be considered to have been 
made by the Borrower on the next succeeding Business Day and interest thereon 
shall be payable by the Borrower at the Reference Rate during such extension. 
 If any payment required to be made by the Borrower hereunder becomes due and 
payable on a day other than a Business Day, the due date thereof shall be 
extended to the next succeeding Business Day and interest thereon shall be 
payable at the then applicable rate during such extension.

   3.5  DEFAULT INTEREST.  After the occurrence of and during the
continuance of an Event Of Default, the Bank, in its sole discretion, may
determine that all Obligations shall bear interest from the date due until
paid in full at a per annum rate equal to the Default Rate.

   3.6  COMPUTATIONS.  All computations of interest and fees payable
hereunder shall be based upon a year of 360 days for the actual number of 
days elapsed.  

   3.7  PREPAYMENTS.  

        (1) The Borrower may prepay Reference Rate Loans hereunder in whole 
   or in part at any time.  LIBOR Loans may only be paid at the end of their
   respective Interest Periods.   

        (2) The Borrower shall pay in connection with any prepayment 
   hereunder, whether voluntary or mandatory, all interest accrued but
   unpaid on Loans to which such prepayment is applied, and all prepayment
   premiums, if any, on LIBOR Loans to which such prepayment is applied, 
   concurrently with payment to the Bank of any principal amounts.  

        (3) Subject to the other terms and conditions of this Agreement, the 
   Borrower may, from time to time upon five (5) Business Days' prior written
   notice to the Bank, reduce the Credit Limit, in increments of not less than 
   $1,000,000, to an amount not less than the aggregate Loans outstanding and 
   Outstanding Letters Of Credit.

   3.8  FEES.  

        (1) LOAN FEE.  The Borrower shall pay to the Bank on the date of this 
   Agreement and on each annual anniversary thereafter a non-refundable loan
   fee equal to $75,000.

        (2) LETTER OF CREDIT FEES.  The Borrower shall pay to the Bank (i) on 
   the date of issuance of each Letter of Credit a non-refundable letter of 
   credit commission computed at the per annum rate of 1.5% on the face amount
   of such standby Letters Of Credit and (ii) on demand, such other fees as 
   may be required by the Bank in accordance with its standard fee structure 
   for such Letters of Credit.

                                      13

<PAGE>

        (3)  OTHER FEES.  The Borrower shall pay such other fees as it shall
    from time to time agree upon in connection with this Agreement pursuant 
    to letter agreements entered into with reference to this paragraph.

4.  CONDITIONS TO EXTENDING CREDIT.  As conditions precedent to the 
obligation of the Bank to make any Loan and to issue any Letter of Credit:

   4.1  CONDITIONS PRECEDENT TO FIRST CREDIT EXTENSION.  With respect to the 
first such credit extension under this Agreement: 

        (a) DELIVERY OF DOCUMENTS.  The Borrower shall have delivered to the
Bank, in form and substance satisfactory to the Bank and each of its counsel,
each of the following:

            (i)  LOAN DOCUMENTS.  This Agreement and all other documents, 
        instruments and agreements required or necessary to consummate the
        transactions contemplated under this Agreement (collectively, the
        "LOAN DOCUMENTS"), all duly executed.

            (ii)  EVIDENCE OF AUTHORITY.  Certified resolutions of the Board
        of Directors of the Borrower approving the execution, delivery and 
        performance of each of the Loan Documents to which it is a party.

            (iii)  INCUMBENCY.  A certificate of the Secretary or an Assistant
        Secretary of the Borrower certifying the names and true signatures of
        the officers of the Borrower authorized to sign the Loan Documents to
        which it is party and, on an ongoing basis, to act under and to 
        perform the Loan Documents.

            (iv)  BYLAWS.  A copy of the Bylaws of the Borrower, certified by
        the Secretary or an Assistant Secretary of the Borrower as being 
        accurate and complete.

            (v)  ARTICLES OF INCORPORATION.  A copy of the Articles of 
        Incorporation of the Borrower certified by the Secretary of State or
        other official of the state or jurisdiction of incorporation as of a
        recent date.

            (vii)  OPINIONS.  An opinion of counsel in form and substance 
        satisfactory to the Bank with respect to the matters set forth in 
        SECTIONS 5.1, 5.2, 5.3 AND 5.4 below.  

            (viii)  CREDIT APPLICATIONS, ETC.  Such credit applications, 
        financial statements, authorizations and such information concerning
        the Borrower as the Bank may reasonably request.

            (ix)  MISCELLANEOUS DOCUMENTS.  Such other documents as the Bank
        may reasonably require with respect to the transactions described in
        this Agreement.

   (b) OTHER ACTIONS.  All acts and conditions (including, without 
limitation, the obtaining of any necessary regulatory approvals and the 
making of any required filings, recordings or registrations) required to be 
done and performed and to have happened  precedent to the execution, delivery 
and performance of the Loan Documents and to constitute the same legal, valid 
and binding obligations, enforceable in accordance with their respective 
terms, shall have been done and performed and shall have happened in due and 
strict compliance with all applicable laws.  

                                      14

<PAGE>

   (c) DOCUMENTATION SATISFACTORY.  All documentation, including, without 
limitation, documentation for corporate and legal proceedings in connection 
with the transactions contemplated by the Loan Documents shall be in form and 
substance satisfactory to the Bank and its counsel.  

   4.2  CONDITIONS TO EACH CREDIT EXTENSION.  As conditions precedent to the 
Bank's obligation to make any Loan and to issue any Letter of Credit, 
including the first such credit extension, at and as of the date of the 
funding or issuance thereof.  

        (i)  REPRESENTATIONS AND WARRANTIES.  The representations and 
   warranties set forth in Section 5 hereof and in any other document,
   instrument, agreement or certificate delivered to the Bank hereunder
   are true and correct in all material respects.

        (ii)  EVENT OF DEFAULT.  No event has occurred and is continuing which 
   constitutes, or, with the lapse of time or giving of notice or both, would 
   constitute an Event of Default.

For the purposes hereof, the Borrower's request for a Loan or a Letter of 
Credit shall be deemed to constitute the Borrower's representation and 
warranty that the statements set forth in clauses (i) and (ii) of this 
SECTION 4.2 are true and correct.

5.  REPRESENTATIONS AND WARRANTIES.  The Borrower hereby makes the following 
representations and warranties to the Bank, which representations and 
warranties are continuing:

   5.1  STATUS.  That the Borrower:

        (a) is a corporation duly organized, validly existing and in good 
standing under the laws of the jurisdiction of  Maryland, and is in good 
standing under the laws of the jurisdiction of California;

        (b) has the power and authority and all governmental licenses, 
authorizations, consents and approvals to own its assets, carry on its 
business and to execute, deliver, and perform its obligations under the Loan 
Documents;

        (c) is duly qualified as a foreign corporation, licensed and in good  
standing under the laws of each jurisdiction where its ownership, lease or 
operation of rpoperty or the conduct of its business requires such 
qualification; and

        (d) is in compliance with all applicable laws and regulations; 

        except, in each case referred to in clauses (b), (c), or (d), to the
   extent that the failure to do so could not reasonably be expected to have 
   a material adverse effect.

   5.2  AUTHORITY.  The execution, delivery and performance by the Borrower 
of this Agreement and any instrument, document or agreement required 
hereunder have been duly authorized and do not and will not:  (i) violate, in 
any material respect, any provision of any law, rule, regulation, order, 
writ, judgment, injunction, decree, determination or award presently in 
effect having application to the Borrower or any of its Subsidiaries; (ii) 
result in a breach of or constitute a default under any material indenture or 
loan or credit agreement or other material agreement, lease or instrument to 
which the Borrower or any of its Subsidiaries is a party or by which it or 
its properties

                                      15

<PAGE>

may be bound or affected; or (iii) require any consent or approval of its 
stockholders or violate any provision of its articles of incorporation or 
by-laws.

   5.3  GOVERNMENTAL AUTHORIZATION.  No approval, consent, exemption, 
authorization, or other action by, or notice to, or filing with, any 
governmental authority is necessary or required in connection with the 
execution, delivery or performance by, or enforcement against, the Borrower 
of this Agreement or any other Loan Document.

   5.4  LEGAL EFFECT.  This Agreement has been duly executed and delivered on 
behalf of the Borrower and constitutes, and any instrument, document or 
agreement required hereunder when delivered hereunder will constitute, legal, 
valid and binding obligations of the Borrower enforceable against the 
Borrower in accordance with their respective terms subject to bankruptcy, 
insolvency, reorganization, moratorium and other laws affecting creditors 
rights generally and by general equitable principles.

   5.5  FINANCIAL STATEMENTS.  All financial statements which may have been 
or which may hereafter be submitted by the Borrower to the Bank are true, 
accurate and correct in all material respects, as of their respective dates 
and with respect to year end financial statements, have been or will be 
prepared in accordance with GAAP consistently applied, and, with respect to 
other financial statements, fairly represent the Borrower's consolidated 
financial condition or, as applicable, the other information disclosed 
therein.  Since the most recent submission of any such financial statement, 
information or other data to the Bank, the Borrower represents and warrants 
that no material adverse change in the Borrower's consolidated financial 
condition has occurred which has not been fully disclosed to the Bank in 
writing.

   5.6  LITIGATION.  Except as have been disclosed to the Bank in writing, 
there are no actions, suits or proceedings pending or, to the knowledge of 
the Borrower, threatened against or affecting the Borrower, any of its 
Subsidiaries or the Borrower's or any Subsidiary's properties before any 
court or administrative agency which, if determined adversely to the Borrower 
or such Subsidiary, would have a material adverse effect on the Borrower's 
consolidated financial condition or operations.

   5.7  ERISA.  If the Borrower has a pension, profit sharing or retirement 
plan subject to ERISA, such plan has been and will continue to be funded in 
accordance with its terms and otherwise complies with and will continue to 
comply with the requirements of ERISA.

   5.8  TAXES.  The Borrower and each of its Subsidiaries have filed all tax 
returns required to be filed and paid all taxes shown thereon to be due, 
including interest and penalties, other than taxes which are currently 
payable without penalty or interest or those which are being duly contested 
in good faith.

   5.9  ENVIRONMENTAL MATTERS.   Except as otherwise disclosed to the Bank in 
writing, including without limitation Form S-4 filed by the Borrower with the 
Securities and Exchange Commission as of December 22, 1995, as amended, the 
operations of the Borrower and each of its Subsidiaries comply, and during 
the term of this Agreement will at all times comply, in all material respects 
with all federal, state and local laws, statutes, common law duties, rules, 
regulations, ordinances and codes applicable to the Borrower ("ENVIRONMENTAL 
LAWS"); the Borrower and each of its Subsidiaries have obtained all licenses, 
permits, authorizations and registrations required under any Environmental 
Law ("ENVIRONMENTAL PERMITS") and necessary for their respective Ordinary 
Course

                                      16

<PAGE>

of Business, all such Environmental Permits are in good standing, and the 
Borrower and each of its Subsidiaries are in compliance with all material 
terms and conditions of such Environmental Permits; neither the Borrower nor 
any of its Subsidiaries nor any of their respective present Property or 
operations is subject to any outstanding written order from or agreement with 
any governmental authority nor subject to any judicial or docketed 
administrative proceeding respecting any Environmental Law, Environmental 
Claim or Hazardous Material which would have a material adverse effect on the 
Borrower's consolidated financial condition or operations; there are no 
conditions or circumstances existing, or arising from operations prior to the 
date of this Agreement, with respect to any Property of the Borrower or any 
of its Subsidiaries that would reasonably be expected to give rise to 
Environmental Claims which would have a material adverse effect on the 
Borrower's consolidated financial condition or operations; PROVIDED, however, 
that with respect to property leased from an unrelated third party, the 
foregoing representation is made to the best knowledge of the Borrower.  In 
addition, (i) neither the Borrower nor any of its Subsidiaries have any 
underground storage tanks (x) that are not properly registered or permitted 
under applicable Environmental Laws, or (y) that are leaking or disposing 
Hazardous Materials, and (ii) the Borrower and each of its Subsidiaries have 
notified all of their respective employees of the existence, if any, of any 
health hazard arising from the conditions of their employment and have met 
all notification requirements under all Environmental Laws.

6.  FINANCIAL CONDITION; REPORTING.  The Borrower promises and agrees, during 
the term of this Agreement and until full payment of all of Borrower's 
Obligations hereunder, to:

6.1  REPORTING AND CERTIFICATION REQUIREMENTS.  Deliver or cause to be 
delivered to the Bank in form and detail satisfactory to the Bank:

     (a) ANNUAL STATEMENTS.  As soon as available, and in any event not later 
than ninety (90) days after the close of each fiscal year of the Borrower, 
consolidated and consolidating financial statements for the Borrower for such 
fiscal year, including a balance sheet, cash flow statement, income statement 
and such other statements as may be reasonably required by the Bank prepared 
in accordance with GAAP accompanied by an unqualified report of a firm of 
independent certified accountants acceptable to the Bank and including 
therewith a copy of the management letter from such certified public 
accountants;

     (b) QUARTERLY STATEMENTS.  As soon as available, and in any event not 
later than sixty (60) days after the last day of each fiscal quarter, 
consolidated and consolidating financial statements for the Borrower for the 
quarter just ended and the fiscal year to date, including a balance sheet, 
cash flow statement, income statement and such other statements as may be 
reasonably required by the Bank prepared in accordance with GAAP and 
certified as true and complete by the Chief Financial Officer of the Borrower.

     (c) COMPLIANCE CERTIFICATE.  Together with the delivery of the financial 
statements of the Borrower pursuant to the preceding clauses (a) and (b), a 
certificate of the Chief Financial Officer of the Borrower substantially in 
the form of Exhibit A;

     (d) TWO-YEAR STATEMENTS.  As soon as available, and in any event not 
later than ninety (90) days after the close of each fiscal year of the 
Borrower, consolidated and consolidating financial projections for the 
Borrower for the succeeding two (2) fiscal years, including a balance

                                      17

<PAGE>

sheet, cash flow statement, income statements and such other statements as 
may be reasonably required by the Bank prepared.  

     (e) SEC FILINGS, ETC.  Promptly after sending, filing or publishing the 
same, copies of all proxy statements, financial statements and reports which 
the Borrower sends to its public stockholders and copies of all regular and 
periodic reports and all registration statements which the Borrower files 
with the Securities and Exchange Commission.  Delivery of such documents to 
the Bank shall satisfy the requirements of SECTIONS 6.1(a) and (b) to the 
extent the contents, date, and delivery of such documents are consistent with 
the requirements of such Sections.

     (f) MANAGEMENT REPORTS.  As soon as available and in any event not later 
than sixty (60) days after the last day of each fiscal quarter, quarterly 
Management Reports, including a schedule of all cash debt service payments 
(including principal and interest) during the quarter just ended, a schedule 
of net operating income for each Property for the four fiscal quarters just 
ended, a schedule of all Indebtedness secured by a Lien on any such Property, 
a statement of the number of housing units that Borrower and its Subsidiaries 
had in development as at the end of the fiscal quarter just ended and such 
other information as the Bank may reasonably request, all certified as true 
and complete by the Chief Financial Officer of the Borrower.  

     (g) GOOD STANDING CERTIFICATION.  As soon as available and in any event 
not later than forty-five (45) days after the date of this Agreement, a 
certificate of authority and good standing as of a recent date for the 
Borrower for each state in which the Borrower is qualified to do business.

  6.2  ACCOUNTING RECORDS:  Maintain adequate books and records in accordance 
with GAAP consistently applied and in a manner otherwise acceptable to the 
Bank, and, at any reasonable time and from time to time, upon three Business 
Days' notice, permit the Bank or any representative thereof to examine and 
make copies of the records and visit the Properties of the Borrower and any 
of its Subsidiaries and discuss the business and operations of the Borrower 
and any of its Subsidiaries with any of its officers and employees.  If the 
Borrower or any of its Subsidiaries shall maintain any records (including, 
but not limited to, computer generated records or computer programs for the 
generation of such records) in the possession of a third party, the Borrower 
hereby agrees to provide the Bank with copies of any such records that it may 
request, all at the Bank's expense, the amount of which shall be payable 
immediately upon demand.  In addition, the Bank may, at any reasonable time 
and from time to time, upon three Business Days' notice, conduct inspections 
and audits of the Borrower's and its Subsidiaries' accounts payable, the cost 
and expenses of which shall be paid by the Bank.

7.  OTHER COVENANTS  During the term of this Agreement and until payment in 
full of the Borrower's Obligations hereunder, the Borrower promises and 
agrees to and, except with respect to SECTION 7.4  below, to cause each of 
its Subsidiaries to:

  7.1  PRESERVATION OF EXISTENCE; COMPLIANCE WITH APPLICABLE LAWS.  Maintain 
and preserve its existence and all rights and privileges material to its 
business as conducted as of the date of this Agreement; not liquidate or 
dissolve, merge or consolidate with or into any other business organization; 
and conduct its business and operations in accordance with all applicable 
laws, rules and regulations.

  7.2  MAINTENANCE OF INSURANCE.  Maintain insurance in such amounts and 
covering such risks as is usually carried by companies engaged in similar 
businesses and owning similar properties in the same general areas in which 
the Borrower and each of its Subsidiaries operate and maintain such other

                                       18
<PAGE>

insurance and coverages as may be reasonably required by the Bank.  All such 
insurance shall be in form and amount and with companies satisfactory to the 
Bank.  Upon the Bank's request, the Borrower shall furnish the Bank with a 
copy of the policy or binder of all such insurance.

  7.3  PAYMENT OF OBLIGATIONS AND TAXES.  Make timely payment of all 
assessments and taxes and all of its liabilities and obligations including, 
but not limited to, trade payables, unless the same are being contested in 
good faith by appropriate proceedings with the appropriate court or 
regulatory agency.  For purposes hereof, the issuance of a check, draft or 
similar instrument without delivery to the intended payee shall not 
constitute payment.

  7.4  REDEMPTION OR REPURCHASE OF STOCK; REPURCHASE OF PARTNERSHIP 
INTERESTS:  Not redeem or repurchase any class of its stock now or hereafter 
outstanding or purchase or repurchase, in whole or in part, any partnership 
interest; provided that any Subsidiary wholly owned by the Borrower may do 
any of the foregoing.

  7.5  LIENS AND ENCUMBRANCES:  Not create, assume or permit to exist any 
security interest, encumbrance, mortgage, deed of trust, or other lien 
(including, but not limited to, a lien of attachment, judgment or execution) 
affecting any of its properties, or execute or allow to be filed any 
financing statement or continuation thereof affecting any of such properties, 
except for Permitted Liens or as otherwise provided in this Agreement.

  7.6  INDEBTEDNESS.  Not create, incur, assume or suffer to exist, or 
otherwise become or be liable, or cause any Subsidiary to be liable, in 
respect of any Indebtedness except 

     (a) The Obligations;

     (b) Trade debt incurred in the ordinary course of business and 
outstanding less than thirty (30) days after the same has become due and 
payable or which is being contested in good faith, provided provision is made 
to the satisfaction of the Bank for the eventual payment thereof in the event 
it is found that such contested trade debt is payable by the Borrower or 
Subsidiary;

     (c) Indebtedness secured by Liens permitted under SECTION 7.5 above;

     (d) Unsecured Indebtedness which is incurred under lines of credit with 
financial institutions  and does not exceed an aggregate amount at any one 
time outstanding of $100,000,000;

     (e) Other Unsecured Indebtedness which, when aggregated with the 
Indebtedness incurred as permitted by the preceding clause(d), does not 
exceed an aggregate amount at any one time outstanding of $300,000,000.  

  7.7  CHANGE IN NATURE OF BUSINESS.  Not make any material change in its 
financial structure or the nature of its business as existing or conducted as 
of the date hereof.

  7.8  COMPENSATION OF EMPLOYEES.  Compensate its employees for services 
rendered at an hourly rate at least equal to the minimum hourly rate 
prescribed by any applicable federal or state law or regulation.

                                       19
<PAGE>

  7.9  NOTICES.  Give prompt written notice to the Bank of:

     (a) any and all Event(s) of Default and each Potential Default;

     (b) any and all litigation, arbitration or administrative proceedings to 
which the Borrower or any of its Subsidiaries is a party and in which the 
claim or liability exceeds $5,000,000;

     (c) any other matter which has resulted in, or might result in, a 
material adverse change in the financial condition or affairs of the 
Borrower; and

     (d) upon, but in no event later than 10 days after, becoming aware after 
the date of this Agreement of (i) any enforcement, cleanup, removal or other 
governmental or regulatory actions instituted, completed or threatened 
against the Borrower or any of its Subsidiaries or any of their respective 
Properties pursuant to any applicable Environmental Laws, (ii) all other 
Environmental Claims, and (iii) any environmental or similar condition on any 
real property adjoining or in the vicinity of the Property of the Borrower or 
any of its Subsidiaries that could reasonably be anticipated to cause such  
Property or any part thereof to be subject to any restrictions on the 
ownership, occupancy, transferability or use of such Property under any 
Environmental Laws.

 7.12  ENVIRONMENTAL LAWS.  Conduct its operations and keep and maintain all 
of its property in compliance with all Environmental Laws.

 7.13  FINANCIAL COVENANTS.  Not, on a consolidated basis for the Borrower 
and its Subsidiaries:  

     (a) As at the end of any fiscal quarter of the Borrower, permit the 
ratio of Debt to Effective Tangible Net Worth to exceed .90 to 1.00;

     (b) As at the end of any fiscal quarter of the Borrower, permit the 
ratio of Debt to Market Capitalization to exceed .60 to 1.00;

     (c) As at the end of any fiscal quarter of the Borrower until but not 
including October 31, 1996, permit Effective Tangible Net Worth to be less 
than $375,000,000 or, on or after October 31, 1996, permit Effective Tangible 
Net Worth to be less than $425,000,000;

     (d) As at the end of any fiscal quarter of the Borrower, permit the 
ratio of (i) EBITDA to (ii) CPLTD plus Interest Expense to be less than 
2.00:1.00; 

     (e) Permit the ratio of (i) Dividend Payments for any consecutive four 
(4) fiscal quarters to (ii) FFO for such four (4) fiscal quarters to exceed 
 .95 to 1.00;

     (f) Permit the number of Development Units to exceed 20% of the number 
of Wholly-Owned Units;

     (g) As at the end of any fiscal quarter, permit the Net Operating Income 
of Unencumbered Real Property for the preceding four fiscal quarters to be 
less than 12% of the consolidated Indebtedness of the Borrower and its 
Subsidiaries not secured, either directly or indirectly, by a Lien on any 
Property of the Borrower or any of its Subsidiaries.  

                                       20
<PAGE>

  7.13  FURTHER ASSURANCES.  Execute and deliver all instruments, and perform 
such acts, as the Bank may reasonably deem necessary or desirable to confirm 
and secure to the Bank all rights and remedies conferred upon it by this 
Agreement and all other Loan Documents.

8.  EVENTS OF DEFAULT.  Any one or more of the following described events 
shall constitute an event of default (an "EVENT OF DEFAULT") under this 
Agreement:

  8.1  NON-PAYMENT.  The Borrower shall fail to pay any payment of principal 
or interest or any other sum referred to in this Agreement when due and any 
such failure shall continue for more than five (5) Business Days after 
written notice from the Bank to the Borrower..

  8.2  PERFORMANCE UNDER THIS AND OTHER AGREEMENTS.  The Borrower shall fail 
in any material respect to perform or observe any other term, covenant or 
agreement contained in this Agreement, in any other Loan Document, or in any 
document, instrument or agreement evidencing or relating to any other 
Indebtedness of the Borrower to the Bank, and any such failure shall continue 
for more than 10 days after written notice from the Bank to the Borrower of 
the existence and character of such failure.

  8.3  OTHER INDEBTEDNESS.  The Borrower or any of its Subsidiaries shall (i) 
fail to pay when due (whether by scheduled maturity, required prepayment, 
acceleration, demand, or otherwise) any Indebtedness in an aggregate 
principal amount (including amounts owing to all creditors under any combined 
or syndicated credit arrangement) of more than $5,000,000 and such failure 
shall continue after the applicable grace or notice period, if any, specified 
in the document relating thereto; or (ii) shall fail to perform or observe 
any other condition or covenant, or any other event shall occur or condition 
exist (irrespective of whether such non-performance or non-observance shall 
be waived or otherwise excused by the holder or holders of such 
Indebtedness), under any agreement or instrument relating to any such 
Indebtedness, if the effect of such failure, event or condition is to cause, 
or to permit the holder or holders of such Indebtedness or beneficiary or 
beneficiaries of such Indebtedness (or a trustee or agent on behalf of such 
holder or holders or beneficiary or beneficiaries) to cause such Indebtedness 
in an aggregate principal amount of more than $5,000,000 to be declared to be 
due and payable prior to its stated maturity, or cash collateral in respect 
thereof to be demanded.

  8.4  REPRESENTATIONS AND WARRANTIES; FINANCIAL STATEMENTS.  Any 
representation or warranty made by the Borrower under or in connection with 
this Agreement or any financial statement to be provided under this Agreement 
shall prove to have been incorrect in any material respect when made or given 
or when deemed to have been made or given.

  8.5  INSOLVENCY.  (a) The Borrower or any of its Subsidiaries shall:  (i) 
become insolvent or be unable to pay its debts as they mature; (ii) make an 
assignment for the benefit of creditors or to an agent authorized to 
liquidate any substantial amount of its properties or assets; (iii) file a 
voluntary petition in bankruptcy or seek reorganization or to effect a plan 
or other arrangement with creditors; (iv) file an answer admitting the 
material allegations of an involuntary petition relating to bankruptcy or 
reorganization or join in any such petition; (v) become or be adjudicated a 
bankrupt; or (vi) apply for or consent to the appointment of, or consent that 
an order be made, appointing any receiver, custodian or trustee for itself or 
any of its properties, assets or affairs; or (b) with respect to the Borrower 
or, any of its Subsidiaries, any receiver, custodian or trustee shall have 
been

                                       21
<PAGE>

appointed for all or a substantial part of its properties, assets or affairs 
and shall not be discharged within 60 days after the date of such appointment.

  8.6  SUSPENSION.  The Borrower or any of its Subsidiaries shall voluntarily 
suspend the transaction of business or allow to be suspended, terminated, 
revoked or expired any permit, license or approval of any governmental body 
necessary to conduct the Borrower's or a Subsidiary's business as now 
conducted.

9.  REMEDIES ON DEFAULT.  Upon the occurrence of any Event of Default 
described in SECTION 8.5 above, automatically and, upon the occurrence of any 
other Event of Default, at the sole election of the Bank, without demand or 
notice, all of which are hereby waived:

  9.1  ACCELERATION.  All of the Obligations (including, without limitation, 
the obligation to reimburse the Bank for future Drawings under Letters of 
Credit) shall be immediately due and payable, whether or not otherwise due 
and payable.  Any amount paid to the Bank on account of undrawn amounts under 
Letters of Credit that is not thereafter applied to reimburse the Bank for 
Drawings shall be repaid to the Borrower without interest upon return to the 
Bank and termination of the undrawn Letter(s) of Credit.

  9.2  NON-EXCLUSIVITY OF REMEDIES.  Exercise one or more of the Bank's 
rights set forth herein or seek such other rights or pursue such other 
remedies as may be provided by law, in equity or in any other agreement now 
existing or hereafter entered into between the Borrower and the Bank, or 
otherwise.

10.  DISPUTE RESOLUTION

  10.1  DISPUTES.  It is understood and agreed that upon, the request of any 
party to this Agreement any dispute, claim, or controversy of any kind, 
whether in contract or in tort, statutory or common law, legal or equitable 
now existing or hereinafter arising between the parties in any way arising 
out of, pertaining to or in connection with:  (i)  this Agreement, or any 
related agreements, documents, or instruments, (ii) all past and present 
loans, credits, accounts, deposit accounts (whether demand deposits or time 
deposits), safe deposit boxes, safekeeping agreements, guarantees, letters of 
credit, goods or services, or other transactions, contracts or agreements of 
any kind, (iii) any incidents, omissions, acts, practices, or occurrences 
causing injury to either party whereby the other party or its agents, 
employees or representatives may be liable, in whole or in part, or (iv) any 
aspect of the past or present relationships of the parties, shall be resolved 
through a two-step dispute resolution process administered by 
Endispute/Judicial Arbitration & Mediation Services, Inc. ("J.A.M.S") as 
follows:

     (a) STEP I - MEDIATION.  At the request of any party to the dispute, 
claim or controversy of the matter shall be referred to the nearest office of 
J.A.M.S. for mediation, that is, an informal, non-binding conference or 
conferences between the parties in which a retired judge or justice for the 
J.A.M.S. panel will seek to guide the parties to a resolution of the case.

     (b) STEP II - ARBITRATION.  Should any dispute, claim or controversy 
remain unresolved at the conclusion of the Step I Mediation Phase, then all 
such remaining matters shall be resolved by final and binding arbitration 
before a different judicial panelist, unless the parties shall agree to have 
the mediator panelist act as arbitrator.  The hearing shall be conducted at a 
location determined by the

                                       22
<PAGE>

arbitrator in Los Angeles, California, and shall be administered by and in 
accordance with the then existing Rules of Practice and Procedure of 
J.A.M.S., and judgment upon any award rendered by the arbitrator may be 
entered by any State or Federal Court having jurisdiction thereof.  The 
arbitrator shall determine which is the prevailing party and shall include in 
the award that party's reasonable attorneys' fees and costs.  This Section 
9.1 shall apply only if, at the time of the submission of the matter to 
J.A.M.S., the dispute(s) or issue(s) do(es) not arise out of a transaction(s) 
which is/are secured by real property collateral or, if so secured, all 
parties consent to such submission.

     As soon as practicable after selection of the arbitrator, the arbitrator 
or his/her designated representative shall determine a reasonable estimate of 
anticipated fees and costs of the arbitrator, and render a statement to each 
party setting forth that party's pro-rata share of said fees and costs.  
Thereafter each party shall, within 10 days of receipt of said statement, 
deposit said sum with the arbitrator.  

     (c)  PROVISIONAL REMEDIES, SELF HELP AND FORECLOSURE.  No provision of, 
or the exercise of any right(s) under this Section 10.1, nor any other 
provision of this Dispute Resolution Provision, shall limit the right of any 
party to exercise self-help remedies such as set off, to foreclose against 
any real or personal property collateral, or obtain provisional or ancillary 
remedies such as injunctive relief or the appointment of a receiver from any 
court having jurisdiction before, during or after the pendency of any 
arbitration.  At the Bank's option, foreclosure under a deed of trust or 
mortgage may be accomplished either by exercise of power of sale under the 
deed of trust or mortgage, or by judicial foreclosure.  The institution and 
maintenance of an action for provisional remedies, pursuit of provisional or 
ancillary remedies or exercise of self-help remedies, shall not constitute a 
waiver of the right of any party, including the plaintiff, to submit the 
controversy or claim to arbitration.

  10.2  PRIVILEGE.  Borrower agrees that any proceeding under the immediately 
preceding Section shall, for purposes of Section 47 of the California Civil 
Code, be a judicial proceeding.

  10.3  WAIVER OF JURY TRIAL.  THE BORROWER AND THE BANK EACH WAIVE THEIR 
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED 
UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN 
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, 
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES 
AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, 
TORT CLAIMS, OR OTHERWISE.  THE BORROWER AND THE BANK EACH AGREE THAT ANY 
SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. 
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR 
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS 
TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN 
PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE 
OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER SHALL 
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO 
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

                                       23
<PAGE>

11.  MISCELLANEOUS PROVISIONS

  11.1  DEFAULT INTEREST RATE.  The Borrower shall pay to the Bank interest 
on any Indebtedness or amount payable under this Agreement, from the date 
that such Indebtedness or amount became due or was demanded to be due until 
paid in full, at the Default Interest Rate.  If any regularly scheduled 
payment of principal and/or interest (exclusive of the final payment upon 
maturity), or any portion thereof, under this Agreement is not paid within 
ten (10) calendar days after it is due, a late payment

                                       24
<PAGE>

charge equal to five percent (5%) of such past due payment may be assessed 
and shall be immediately payable.

  11.2  NOTICES.  Any notices required or permitted to be given under this 
Agreement shall be in writing and shall be delivered by hand, by prepaid 
telegram, by telecopy or by registered or certified U.S. mail, return receipt 
requested (postage prepaid), to the respective notice addresses set forth 
below or to such other addresses as the parties may provide to one another in 
accordance with this Section.  Such notices and other communications shall, 
if sent by mail in accordance with this Section, be deemed given two Business 
Days after deposit in the U.S. mail, on the date sent if by telecopy and, if 
sent by any other method, shall be effective only if and when received by the 
addressee.  All notices and other communications shall be addressed as 
follows:

If to the Bank:                              If to the Borrower:
Sanwa Bank California                        BRE Properties, Inc.
Sherman Oaks CBC                             One Montgomery Street
15165 Ventura Blvd., Suite 445               Telesis Tower, Suite 2500
Sherman Oaks, CA 91403                       San Francisco, CA  94104
Attn:  Jeffrey D. Harter                     Attn:  LeRoy E. Carlson

  11.3  RELIANCE.  Each warranty, representation, covenant and agreement 
contained in this Agreement shall be conclusively presumed to have been 
relied upon by the Bank regardless of any investigation made or information 
possessed by the Bank and shall be cumulative and in addition to any other 
warranties, representations, covenants or agreements which the Borrower shall 
now or hereafter give, or cause to be given, to the Bank.

  11.4  ATTORNEYS' FEES.  The Borrower agrees to pay or reimburse the Bank 
within five Business Days after demand for (i) all costs and expenses 
incurred by the Bank in connection with the development, preparation, 
delivery, administration and execution of any amendment, supplement, waiver 
or modification to (in each case, whether or not consummated) this Agreement, 
any other Loan Document and any other documents prepared in connection 
therewith, and the consummation of the transactions contemplated hereby and 
thereby, including the reasonable attorneys' fees and costs incurred by Bank 
with respect thereto; and (ii) all costs and expenses incurred by the Bank in 
connection with the enforcement, attempted enforcement, or preservation of 
any rights or remedies (including in connection with any restructuring 
regarding the obligations and including in any insolvency proceeding or 
appellate proceeding) under this Agreement, any other Loan Document,and any 
such other documents, including reasonable attorneys' fees incurred by the 
Bank; and (iii) in the event of any action in relation to this Agreement or 
any document, instrument or agreement executed with respect to, evidencing or 
securing the Obligations, the prevailing party, in addition to all other sums 
to which it may be entitled, shall be entitled to reasonable attorneys' fees.

  11.5  WAIVER.  Neither the failure nor delay by the Bank in exercising any 
right hereunder or under any document, instrument or agreement mentioned 
herein shall operate as a waiver thereof, nor shall any single or partial 
exercise of any right hereunder or under any document, instrument or 
agreement mentioned herein preclude other or further exercise thereof or the 
exercise of any other right; nor shall any waiver of any right or default 
hereunder or under any other document, instrument or agreement mentioned 
herein constitute a waiver of any other right or default or constitute a 
waiver of any other default of the same or any other term or provision.

                                       25
<PAGE>

  11.6  CONFLICTING PROVISIONS.  To the extent that any of the terms or 
provisions contained in this Agreement are inconsistent with those contained 
in any other document, instrument or agreement executed pursuant hereto, the 
terms and provisions contained herein shall control.  Otherwise, such 
provisions shall be considered cumulative.

  11.7  BINDING EFFECT; ASSIGNMENT.  This Agreement shall be binding upon and 
inure to the benefit of the Borrower and the Bank and their respective 
successors and assigns, except that the Borrower shall not have the right to 
assign its rights hereunder or any interest herein without the Bank's prior 
written consent.  The Bank may sell, assign or grant participations in all or 
any portion of its rights and benefits hereunder.  The Borrower agrees that, 
in connection with any such sale, grant or assignment, the Bank may deliver 
to the prospective buyer, participant or assignee financial statements and 
other relevant information relating to the Borrower.

  11.8  JURISDICTION.  THIS AGREEMENT, ANY NOTES ISSUED HEREUNDER, AND ANY 
DOCUMENTS, INSTRUMENTS OR AGREEMENTS MENTIONED OR REFERRED TO HEREIN SHALL BE 
GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF CALIFORNIA 
WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, TO THE JURISDICTION OF WHOSE 
COURTS THE PARTIES HEREBY SUBMIT.

  11.9  COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts and each set of counterparts signed by all the parties shall 
constitute one original.

  11.10  SEVERABILITY.  If any provision of this Agreement shall be 
unenforceable for any reason, then the remaining provisions of this Agreement 
shall be enforced without regard to such provision.

  11.11  HEADINGS.  The headings set forth herein are solely for the purpose 
of identification and have no legal significance.

  11.12  ENTIRE AGREEMENT.  This Agreement and the other Loan Documents shall 
constitute the entire and complete understanding of the parties with respect 
to the transactions contemplated hereunder.  All previous conversations, 
memoranda and writings between the parties or pertaining to the transactions 
contemplated hereunder that are not incorporated or referenced in this 
Agreement or the other Loan Documents are superseded hereby

                                       26
<PAGE>

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as 
of the date first hereinabove written. 

BANK:                             BORROWER: 

SANWA BANK CALIFORNIA             BRE PROPERTIES, INC.

By:  /s/ Frank C. McDowell        By:  Frank C. McDowell
   ---------------------------
Title:                            Title:  President
      ------------------------

By:  /s/ LeRoy Carlson            By:  LeRoy Carlson
   ---------------------------
Title:                            Title:  Executive Vice President and Secretary
      ------------------------

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