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                             CONTRACT EXTENSION AGREEMENT

    This Contract Extension Agreement, dated December 19, 1996 (the
"Agreement"), is made by and between REGENCY SERVICE CORPORATION, a California
corporation ("RSC"), and GARY L. MCDONALD REAL ESTATE AND DEVELOPMENT CO., a
California corporation ("Project Manager").

                                       RECITALS

    A.   RSC and Project Manager are parties to that certain Project Management
Agreement, dated April 1, 1996 (the "Management Agreement"), pursuant to which
Project Manager provides certain services attendant to RSC's divestiture of its
real estate investment and development activities, as more fully described in
the Management Agreement.

    B.   Pursuant to section 6.1 of the Management Agreement, the term of the
Management Agreement expires on December 19, 1996, unless RSC elects to extend
the Management Agreement as provided in section 6.2 thereof.

    C.   RSC has notified Project Manager of its election to extend the
Management Agreement to March 31, 1997, and the parties desire to memorialize
the terms of such extension by this Agreement.

                                      AGREEMENT

    In consideration of the mutual covenants of the parties set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, RSC and Project Manager agree as follows:

    1.   EXTENSION.  The term of the Management Agreement is extended to March
31, 1997, subject to the provisions of section 6.2 of the Management Agreement
(providing for further extensions at the election of RSC) and subject, further,
to the provisions of section 6.3 of the Management Agreement (providing for
early termination under certain circumstances), as amended by section 2 below.

    2.   EARLY TERMINATION.  Section 6.3(a) of the Management Agreement is
amended as follows:

         (a)  In order to correct an error appearing in the original version of
subsection 6.3(a)(v) of the Management Agreement, such subsection is amended to
read in its entirety as follows:

              "(v)      during any extension of the initial term of this
    Agreement (but not during such initial term), upon not less than thirty (30)
    days prior written notice to Project Manager for any reason, in RSC's sole
    and absolute discretion."

         (b)  The following provision is added to section 6(a);


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         "(vi)     immediately on written notice to Project Manager if, based
    on information obtained from Northwestern Asset Management or Bob
    Perry-Smith & Co. regarding their respective reviews of RSC and its real
    estate development activities, the board of directors of RSC determines,
    in its sole discretion, that it is in the best interests of RSC and its
    affiliates to terminate this Agreement."

    3.   NO FURTHER AMENDMENTS.  As modified by the terms of this Agreement,
the Management Agreement remains in full force and effect in accordance with
each of its terms and conditions.

    4.   MISCELLANEOUS TERMS.

         a.   INTEGRATION.  The provisions of this Agreement , together with
those set forth in the Management Agreement, constitute the entire agreement
between the parties, and supersede all prior and contemporaneous agreements,
understandings and negotiations, whether written or oral, with respect to its
subject matter.

         b.   CAPTIONS.  The captions and headings used in this Agreement are
provided for convenience only and shall not affect the meaning, interpretation
or construction of any of the provisions of this Agreement.

         c.   COUNTERPARTS.  This Agreement may be executed in counterparts,
each of which shall be deemed an original as against the party whose signature
appears thereon and together which shall constitute but one and the same
document.  This Agreement shall become effective when each party has signed and
delivered one or more counterparts of this Agreement to the other party.

    IN WITNESS WHEREOF, the parties have caused this Contract Extension
Agreement to be executed and delivered by their respective duly authorized
representatives as of the date set forth beneath their respective signatures
hereto.

"RSC"                             "PROJECT MANAGER"

REGENCY SERVICE CORPORATION,      GARY L. McDONALD REAL ESTATE
a California corporation          AND DEVELOPMENT CO.,
                                  a California corporation


By: /s/  STEVEN F. HERTEL         By: /s/  GARY L. MCDONALD
   -------------------------         --------------------------
    Steven F. Hertel                    Gary L. McDonald
    President                           President, Chief Executive Officer

Date: December 29, 1996          Date: December 23, 1996



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