<PAGE>

                                                                   EXHIBIT 10.55



                        SIXTH LOAN MODIFICATION AGREEMENT


         This Sixth Loan Modification Agreement ("Agreement") is made as of this
15th day of February, 2001, by and between BPP/PLEASANT HILL, L.P., a California
limited partnership ("Borrower"), and COMERICA BANK-CALIFORNIA, a California
Banking Corporation ("Lender").

                                    RECITALS

         This Agreement is entered into upon the basis of the following facts
and understandings of the parties, which facts and understandings are
acknowledged by the parties to be true and accurate:


         A.       Pursuant to a Building Loan Agreement by and between Lender
and Borrower dated April 26, 1999 (the "Loan Agreement"), Lender agreed to make
a loan to Borrower in the original principal amount of Fifty-five Million
Dollars ($55,000,000) (the "Loan"), to finance the acquisition by Borrower of
certain real property in the City of Pleasant Hill, County of Contra Costa,
State of California, more particularly described in the Loan Agreement (the
"Property") and the construction of certain improvements thereon comprising the
shopping center commonly known as "Downtown Pleasant Hill". The Loan is
evidenced by that certain Note Secured by Deed of Trust (Floating Rate Note)
(LIBOR Option) from Borrower to Lender dated April 26, 1999 (the "Note").
Notwithstanding the original principal amount of the Note, the Loan amount and
Lender's obligation to advance Loan proceeds was reduced by the by the sum of
Seven Million Fifty-five Thousand Dollars ($7,055,000) to the sum of Forty-seven
Million Nine Hundred Forty-five Thousand Dollars ($47,945,000), pursuant to the
Fourth Modification Agreement (defined in Recital F below).

         B.       Borrower's obligations under the Loan Agreement, the Note, and
all documents, instruments and agreements executed in connection therewith,
except for the Environmental Indemnity, defined in Recital C below, are secured
by, among other things, a Construction Deed of Trust, Security Agreement and
Fixture Filing (With Assignment of Rents and Leases) dated April 26, 1999,
encumbering the Property, which Deed of Trust was recorded on May 26, 1999, in
the Official Records, Office of the County Recorder of Contra Costa County,
State of California ("Official Records"), as Document Number 99-140958 (the
"Deed of Trust").

         C.       In connection with the Loan, Borrower, Burnham Pacific
Operating Partnership, L.P., a Delaware limited partnership ("BPOP"), and
Burnham Pacific Properties, Inc., a Maryland corporation ("BPP"), executed an
Environmental Indemnity dated April 26, 1999 in favor of Lender (the
"Environmental Indemnity"). The Environmental Indemnity is not secured by the
Deed of Trust.


                                      -1-
<PAGE>

         D.       In addition, in connection with the Loan, Borrower executed an
Assignment of Real Property Leases and Rents dated April 26, 1999 in favor of
Lender (the "Assignment"), which Assignment was recorded on May 26, 1999, in the
Official Records as Document Number 99-140959.

         E.       Lender's security interest in the personal property described
in the Deed of Trust is perfected by a Financing Statement, UCC-1, filed in the
Office of the California Secretary of State on June 10, 1999, filing number
9916760561.

         F.       Certain terms and conditions of the Loan were modified
pursuant to (i) that certain Loan Modification Agreement dated October 8, 1999,
(ii) that certain Second Loan Modification Agreement dated March 2, 2000, (iii)
that certain Third Loan Modification Agreement dated May 12, 2000; (iv) that
certain Fourth Loan Modification Agreement dated August 17, 2000 (the "Fourth
Modification Agreement") and (v) that certain Fifth Loan Modification Agreement
dated November 1, 2000 (the "Fifth Modification Agreement") (collectively, the
"Modification Agreements").

         G.       The Loan Agreement, the Note, the Deed of Trust, the
Assignment and all other documents and instruments executed by Borrower in
connection with the Loan (as amended by the Modification Agreements and this
Agreement) are collectively referred to herein as the "Loan Documents". Unless
otherwise defined herein, the capitalized terms used herein shall have the
definitions set forth in the Loan Documents.

         H.       Repayment of the Loan, completion of the Improvements on the
Property, performance of the Loan Documents, and payment of all costs of
collection with respect to the Loan are guaranteed by a Completion Agreement and
Guaranty dated April 26, 1999 executed by BPOP and BPP. BPOP and BPP are each
individually referred to herein as a "Guarantor" and are collectively referred
to herein as "Guarantors".

         I.       Borrower has advised Lender that the Sale Agreement (defined
in the Fifth Modification Agreement) remains in full force and effect with
respect to the Property, among other properties. Borrower has further advised
Lender that Shareholder Approval (defined in the Fifth Modification Agreement)
has been obtained, but that close of escrow under the Sale Agreement with
respect to the Property has not occurred due to the requirement under the DDA
(defined in the Loan Agreement) for Borrower to obtain the approval of the
Agency (defined in the Loan Agreement) to the sale of the Property ("Agency
Approval").

         J.       The Loan matured on February 3, 2001. Borrower has requested
that Lender extend the maturity date of the Loan for a period of ninety (90)
days, to May 3, 2001, to allow Borrower the time needed to obtain Agency
Approval and close escrow under the Sale Agreement and repay the Loan in full.
In addition, Borrower has requested that Lender grant Borrower the right to
further extend the maturity date of the Loan if close of escrow under the Sale
Agreement does not occur on or before May 3, 2001, for an additional period of
ninety (90) days, to August 3, 2001.

         K.       Lender is willing to consent to such extension of the maturity
date, provided that (i) Lender shall have no further obligation to disburse any
remaining Loan proceeds and the total Loan


                                      -2-
<PAGE>

commitment is reduced by the sum of One Million Two Hundred Thirteen Thousand
nine Hundred Forty-eight Dollars and Forty-seven Cents ($1,213,948.47) (i.e.,
the total remaining undisbursed Loan proceeds); (ii) Borrower pays to Lender the
sum of Two Million Five Hundred Thousand Dollars ($2,500,000) in connection with
the first extension of the maturity date and Two Million Five Hundred Thousand
Dollars ($2,500,000) in connection with the second extension of the maturity
date, to be applied to reduce the principal outstanding under the Loan; (iii)
Borrower pays to Lender the sum of Two Million Five Hundred Thousand Dollars
($2,500,000) in the event the Sale Agreement is terminated with respect to the
Property; to be applied to reduce the principal outstanding under the Loan; (iv)
certain financial covenants are imposed with respect to Guarantors, as more
particularly set forth below, (v) Borrower's right to further extend the
maturity date is made subject to the additional conditions set forth herein, and
(vi) Guarantors reaffirm their respective guarantees of the obligations of
Borrower under the Loan, all as more particularly described below and subject to
all of the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained in this Agreement, the parties hereto agree as follows:

         1.       RECITALS. The foregoing recitals of facts and understandings
of the parties are incorporated herein as the agreement of the parties.

         2.       OUTSTANDING PRINCIPAL BALANCE, ACCRUED INTEREST. As of
February 1, 2001, the outstanding principal balance of the Note was Forty-three
Million Seven Hundred Sixty Thousand Seven Hundred Seventy Dollars and Fifteen
Cents ($43,760,770.15), and interest thereunder has been paid to February 1,
2001.

         3.       EXTENSION OF MATURITY DATE. As of the Effective Date (defined
in Section 7), the maturity date of the Loan shall be extended to May 3, 2001.

         4.       PRINCIPAL PAYMENTS.

                  (a)      On or before the Effective Date, Borrower shall pay
to Lender the sum of Two Million Five Hundred Thousand Dollars ($2,500,000), to
be applied by Lender in reduction of the principal amount outstanding under the
Loan (the "Initial Extension Principal Payment").

                  (b)      In the event Borrower elects to further extend the
maturity date of the Loan pursuant to Section 9 below, Borrower shall pay to
Lender the additional sum of Two Million Five Hundred Thousand Dollars
($2,500,000) as provided in said Section 9, to be applied by Lender in reduction
of the principal amount outstanding under the Loan (the "Second Extension
Principal Payment").

                  (c)      Borrower shall notify Lender if the Sale Agreement is
terminated by either party with respect to the Property within two (2) business
days after such termination. If the Sale Agreement is terminated with respect to
the Property at any time during the term of the Loan, Borrower shall pay to
Lender the additional sum of Two Million Five Hundred Thousand Dollars
($2,500,000), to be applied by Lender in reduction of the principal amount
outstanding under the Loan (the "Sale Agreement Termination Payment").


                                      -3-
<PAGE>

         5.       EXTENSION FEE. In consideration for Lender's agreement to
extend the maturity date of the Loan as provided herein, Borrower shall pay to
Lender in cash, as a non-refundable extension fee, the sum of One Hundred Ten
Thousand Dollars ($110,000) (the "Initial Extension Fee"). The Initial Extension
Fee shall be deemed earned by Lender as of the Effective Date, and shall be
payable by Borrower on or before the Effective Date.

         6.       FINANCIAL COVENANTS OF GUARANTORS; REQUIRED PRINCIPAL PAYMENTS
UPON REDUCTION OF EFFECTIVE TANGIBLE NET WORTH.

                  (a)      EFFECTIVE TANGIBLE NET WORTH. As of the end of the
third quarter of calendar year 2000, Borrower provided to Lender financial
statements indicating that BPOP and BPP had a combined Effective Tangible Net
Worth (defined below) of Three Hundred Ninety-eight Million Eight Hundred
Sixty-three Thousand Dollars ($398,863,000.00) based on the ownership interests
of BPOP and BPP in limited partnerships owning real estate, including the
Property. Such limited partnerships are referred to herein as the "Guarantor
Group". For purposes of this Agreement:

                           (i)      "Debt" shall mean, as of any applicable date
of determination, all items of indebtedness, obligation or liability of the
Guarantor Group, whether matured or unmatured, liquidated or unliquidated,
direct or indirect, absolute or contingent, joint or several, that should be
classified as liabilities in accordance with generally accepted accounting
principles consistently applied ("GAAP") and in a manner consistent with
financial statements previously provided by Guarantors to Lender, but EXCLUDING
the value attributed to the Minority Interests;

                           (ii)     "Effective Tangible Net Worth" shall mean,
as of any applicable date of determination, the difference between (A) (1) the
net book value of all assets of the Guarantor Group (other than receivables
owing to the Guarantor Group from the Guarantor Group's principals and/or
affiliated entities) after all appropriate deduction (including, without
limitation, reserves for doubtful receivables, obsolescence, depreciation and
amortization), all a determined in accordance with GAAP and in a manner
consistent with financial statements previously provided by Guarantors to
Lender, PLUS (2) the value attributed to the Minority Interests, and (B) all
Debt of the Guarantor Group.

                           (iii)    "Minority Interests" shall mean the
ownership interests in the projects owned by the Guarantor Group other than the
interests of Guarantors therein (i.e., limited partnership interests in the
limited partnerships comprising the Guarantor Group).

                  (b)      REQUIRED PRINCIPAL PAYMENTS UPON REDUCTION OF
EFFECTIVE TANGIBLE NET WORTH. BPOP's and BPP's combined Effective Tangible Net
Worth shall be tested not less than quarterly, as of the end of each calendar
quarter. If at any time during the term of the Loan, the Effective Tangible Net
Worth of Guarantors is reduced to an amount less than One Hundred Seventy-five
Million Dollars ($175,000,000), Borrower shall pay to Lender the sum of Five
Million Dollars ($5,000,000), to be applied by Lender in reduction of the
principal amount outstanding under the Loan (the "Level I Net Worth Principal
Payment"). In addition, for any further reduction in the Effective Tangible Net
Worth of Guarantors from One Hundred Seventy-five Million Dollars
($175,000,000.00) by more than Fifty Million Dollars ($50,000,000) (i.e., at
such time as the Effective Tangible Net Worth of Guarantors becomes less than
(i) One Hundred


                                      -4-
<PAGE>

Twenty-five Million Dollars ($125,000,000), or (ii) the Effective Tangible Net
Worth of Guarantors becomes less than Seventy-five Million Dollars
($75,000,000)), Borrower shall pay to Lender the additional sum of Five Million
Dollars ($5,000,000) for each such Fifty Million Dollar ($50,000,000) reduction,
with each such payment to be applied by Lender in reduction of the principal
amount outstanding under the Loan (the "Level II Net Worth Principal Payment"
and the "Level III Net Worth Principal Payment", respectively, and collectively
with the Level I Net Worth Principal Payment, the "Net Worth Principal
Payments").

         The Net Worth Principal Payments required by this subparagraph (b) are
cumulative, to the effect that if the Effective Tangible Net Worth of Guarantors
is reduced from the Effective Tangible Net Worth of Guarantors as of the date of
this Agreement to an amount less than Seventy-five Million Dollars
($75,000,000.00) before any Net Worth Principal Payment is made by Borrower
under this subparagraph (b), the total amount of the Net Worth Principal
Payments required to be paid by Borrower shall be Fifteen Million Dollars
($15,000,000), and if the Level I Net Worth Principal Payments is paid by
Borrower because the Effective Tangible Net Worth of Guarantors is reduced to an
amount less than One Hundred Seventy-five Million Dollars ($175,000,000), and
thereafter the Effective Tangible Net Worth of Guarantors is reduced to an
amount less than Seventy-five Million Dollars ($75,000,000), an additional Ten
Million Dollar ($10,000,000) in Net Worth Principal Payments shall be payable by
Borrower.

                  (c)      MAXIMUM DEBT/EFFECTIVE TANGIBLE NET WORTH. At all
times during the terms of the Loans, the ratio of Guarantors' Debt (as defined
above) to Guarantors' combined Effective Tangible Net Worth shall not at any
time exceed 1.75 to 1.0 (the "Debt/Net Worth Covenant"). Guarantors'
Debt/Effective Tangible Net Worth ratio shall be tested not less than quarterly,
as of the end of each calendar quarter.

                  (d)      FINANCIAL STATEMENTS. In addition to the financial
information required to be provided pursuant to Section 3(a) of EXHIBIT E of the
Loan Agreement, Borrower shall cause Guarantors to furnish to Lender at least
quarterly, within thirty (30) days after the end of each calendar quarter, or
more often if requested by Lender, a full and complete company-prepared
financial statement concerning income, expenses, assets, and liabilities
applicable or attributable to Guarantors and the Guarantor Group. Such statement
shall be prepared in accordance with generally accepted accounting principles,
shall be in form substantially similar to the financial statements previously
delivered by Guarantors to Lender, and shall be certified as true, complete and
correct by Guarantors.

         7.       EFFECTIVE DATE. For purposes of this Agreement, the term
"Effective Date" shall mean the date upon which all of the following conditions
have been satisfied:

                  (a)      there shall have been delivered to Lender each of the
following, in form and substance satisfactory to Lender and its outside counsel,
duly executed and acknowledged as appropriate:

                           (i)      this Agreement;

                           (ii)     the Guarantors' Consent, Ratification And
Reaffirmation attached hereto, executed by Guarantors;

                           (iii)    authorizing resolutions for Borrower
authorizing the transaction described herein; and


                                      -5-
<PAGE>

                           (iv)     CLTA Endorsement No. 110.5 and such other
endorsement(s) to Lender's policy of title insurance issued by First American
Title Insurance Company at the date of Recordation of the Deed of Trust as may
be satisfactory in form and content to Lender, in its sole discretion, to assure
to Lender the first-lien priority of the lien of the Deed of Trust as to the
principal balance of the Note, and evidence satisfactory to Lender, in its sole
discretion, that all exceptions other than those previously approved by Lender
have been removed from title or have been subordinated to the Deed of Trust to
the satisfaction of Lender.

                  (b)      Borrower shall have paid the Initial Extension Fee;

                  (c)      Borrower shall have paid the Initial Extension
Principal Payment; and

                  (d)      Borrower shall have paid the fees and expenses of
Lender's outside counsel, as described in Section 8 below, as well as any title
insurance fees and escrow fees and other costs and expenses incurred or payable
by Lender or Borrower in connection herewith.

         If the foregoing conditions shall not have been satisfied and all other
covenants and agreements by Borrower set forth herein to be performed prior to
the Effective Date shall not have been performed on or before February 28, 2001,
Lender, in its sole discretion, shall have the right at any time thereafter to
terminate this Agreement by giving Borrower written notice of such termination.
Upon the giving of such notice, this Agreement shall terminate and the
agreements of Lender contained herein shall be null and void.

         8.       PAYMENT OF EXPENSES. Borrower shall pay all reasonable
out-of-pocket expenses of Lender (including but not limited to fees and costs of
Lender's outside counsel) incident to the preparation, execution and delivery of
this Agreement (including work performed prior to the date hereof).

         9.       OPTION TO FURTHER EXTEND MATURITY DATE. Borrower shall have
the option to further extend the maturity date of the Loan for an additional
three (3) month period to August 3, 2001, upon written request by Borrower for
such extension ("Extension Request") made not later than May 3, 2001. The
requested extension shall be granted, subject to and upon the following terms
and conditions:

                  (a)      No event of default under this Agreement, the Note,
the Trust Deed or any other Loan Documents, or any condition or event which,
with the giving of notice or the running of time, or both, would constitute an
event of default, shall have occurred and be continuing as of the date of the
Extension Request;

                  (b)      Guarantors shall be in compliance with the Debt/Net
Worth Covenant and Borrower shall have made any required Net Worth Principal
Payment;

                  (c)      There shall have been no material adverse change in
the financial condition of Borrower or any Guarantor, as may be determined in
the sole reasonable discretion of Lender;


                                      -6-
<PAGE>

                  (d)      Concurrently with the delivery of the Extension
Request, Borrower shall pay to Lender, in cash, as a non-refundable fee, the sum
of One Hundred Ten Thousand Dollars ($110,000);

                  (e)      If the Sale Agreement is in full force and effect
with respect to the Property, then concurrently with the delivery of the
Extension Request, Borrower shall deliver to Lender a letter or other written
confirmation from The Prudential Insurance Company of America, the named
purchaser under the Sale Agreement, that the Sale Agreement is in full force and
effect with respect to the Property, or Borrower shall deliver to Lender such
other confirmation, acceptable to Lender in Lender's sole discretion, that the
Sale Agreement is in full force and effect with respect to the Property;

                  (f)      If the Sale Agreement is not in full force and effect
with respect to the Property as of May 3, 2001, and for any reason Borrower has
not previously paid the Sale Agreement Termination Payment to Lender, then
concurrently with the delivery of the Extension Request, Borrower shall pay to
Lender the Sale Agreement Termination Payment; and

                  (g)      Concurrently with the delivery of the Extension
Request, Borrower shall pay to Lender the sum of Two Million Five Hundred
Thousand Dollars ($2,500,000), which shall be applied by Lender in reduction of
the principal amount outstanding under the Loan (the "Second Extension Principal
Payment").

         10.      EVENTS OF DEFAULT. Any failure by Borrower to perform or
observe any of the provisions of this Agreement (or of the Loan Documents, as
amended by this Agreement), any breach by Guarantors of the Debt/Net Worth
Covenant, and any failure by Borrower to make any required Net Worth Principal
Payment, shall constitute an event of default for purposes of Paragraph 9 of the
Loan Agreement.

         11.      REPRESENTATIONS AND WARRANTIES. As an inducement to Lender to
enter into this Agreement, Borrower hereby reaffirms as of the date hereof all
representations and warranties set forth in the Loan Documents and further
represents and warrants to Lender as follows:

                  (a)      Borrower is a limited partnership duly organized,
validly existing, and in good standing under the laws of the State of
California, and is authorized to do business in each jurisdiction in which its
ownership of property or conduct of business legal requires such authorization,
and has full power, authority, and legal right to own its properties and assets
and to conduct its business as currently conducted.

                  (b)      Borrower has full power, authority and legal right to
execute and deliver, and to perform and observe the provisions of, this
Agreement and any documents executed pursuant to this Agreement and to carry out
the transactions contemplated hereby and thereby.

                  (c)      The execution, delivery, and performance by Borrower
of its obligations under this Agreement have been duly authorized by all
necessary action, and do not and will not require any registration with, consent
or approval of, notice to, or any action by, any person. The documents specified
above constitute legal, valid, and binding obligations of Borrower enforceable
against Borrower in accordance with their respective terms.


                                      -7-
<PAGE>

                  (d)      The execution and delivery of this Agreement and the
documents executed pursuant to this Agreement, and compliance with their
respective terms as contemplated herein, will not result in a breach of any of
the terms or conditions of, or result in the imposition of any lien, charge, or
encumbrance upon any properties of Borrower pursuant to, or constitute a default
(or result in an occurrence of any event for which any holder of holders of
indebtedness for money borrowed may declare the same due and payable) under any
indenture, agreement, order, judgment, or instrument under which Borrower is a
party or by which Borrower or its property may be bound or affected, and will
not violate any provision of applicable law.

                  (e)      There are no actions, suits or proceedings pending,
or to the knowledge of Borrower threatened, against or affecting Borrower at law
or in equity, before or by any person, which, if adversely determined, would
have a material adverse effect on the business, properties, or condition
(financial or otherwise) of Borrower, nor to the knowledge of Borrower is
Borrower in violation or default with respect to any order, writ, injunction,
demand or decree of any court or any person or in violation or default in any
material respect under any indenture, agreement or other instrument under which
Borrower is a party or may be bound under which the consequences of such default
might materially and adversely affect the business, properties or condition
(financial or otherwise) of Borrower.

                  (f)      Borrower has good and marketable title to the
Property, and the Property is not subject to any lien, claim or interest
(including any encumbrance, security interest or mechanics' or materialmen's
lien), except for those shown as exceptions in the title policy issued to Lender
upon recordation of the Deed of Trust.

                  (g)      The Sale Agreement is currently in full force and
effect with respect to the Property.

         12.      RELEASE. Borrower does hereby release, discharge and acquit
Lender, and its officers, directors, shareholders, agents and employees, and
their respective successors, heirs and assigns, (collectively, the "Released
Parties") of and from any and all rights, claims, demands, obligations,
liabilities, indebtedness, breaches of contract, breaches of duty or any
relationship, acts, omissions, misfeasance, malfeasance, causes of action,
promises, damages, costs, losses and expenses of every kind, nature, description
or character, and irrespective of how, why, or by reason of what facts, which
could or may be claimed to exist, whether known or unknown, suspected or
unsuspected, liquidated or unliquidated, claimed or unclaimed, whether based on
contract, tort, breach of any duty, or other legal or equitable theory of
recovery, each as though fully set forth herein at length, which in any way
arise out of, are connected with or relate to the Loan, as the same has been
modified by this Agreement, or the administration of the Loan, as well as any
action or inaction of the Released Parties or any of them with respect to the
Loan or the administration thereof. Notwithstanding the foregoing, this release
shall not apply to the extent of any such rights, claims or the like arising
under this Agreement or from any acts or omissions of the Released Parties after
the Effective Date.

         As to all matters being released by Borrower pursuant to the provisions
hereof, Borrower waives any and all rights which it may have under the
provisions of California Civil Code section 1542 or under any comparable statute
or rule of law. California Civil Code section 1542 provides:


                                      -8-
<PAGE>

                  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.

         13.      RELATIONSHIP TO LOAN DOCUMENTS. All terms and conditions of
the Loan Documents shall be and remain in full force and effect until the Note
and all other amounts secured by the Deed of Trust or payable by Borrower to
Lender hereunder shall have been paid in full. Any reference to any of the Loan
Documents from and after the Effective Date shall mean the Loan Documents as
amended and modified by this Agreement. In the event of any inconsistency
between the provisions of this Agreement and the Loan Documents, the provisions
of this Agreement shall control.

         14.      RELATIONSHIP OF LENDER AND BORROWER. Lender and Borrower
intend that the relationship between them shall be solely that of creditor and
debtor.

         15.      ENTIRE AGREEMENT. This Agreement and the Loan Documents
constitute the entire agreement between the parties with respect to the subject
matter hereof. This Agreement supersedes all previous negotiations, discussions
and agreements between the parties, and no parol evidence of any prior or other
agreement shall be permitted to contradict or vary the terms hereof.

         16.      FURTHER DOCUMENTS. The parties hereto agree to execute and
acknowledge further documents, and to do such other acts as may be reasonably
necessary to carry out the terms, provisions and intent of this Agreement.

         17.      GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.

         18.      SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and
inure to the benefit of the successors and assigns of the parties hereto.

         19.      COUNTERPARTS. This Agreement may be executed in counterparts
which together shall constitute but one and the same original.

         20.      ATTORNEYS' FEES. In the event that legal proceedings or
actions, whether legal or equitable (including a case or a proceeding under the
Bankruptcy Code, or any successor statute thereto), are initiated to enforce or
interpret any term or provision of this Agreement or to enforce payment of
Borrower's obligations to Lender, the prevailing party shall be entitled to
recover from the other party reasonable expenses, including attorneys' fees and
costs.


                                      -9-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.

                     BORROWER

                     BPP/PLEASANT HILL, L.P.,
                     a California limited partnership

                     By:    Burnham Pacific Operating Partnership, L. P.,
                            a Delaware limited partnership
                     Its:   General Partner

                            By:   Burnham Pacific Properties, Inc.,
                                  a Maryland corporation
                            Its:  General Partner


                                  By:      /s/ Daniel B. Platt
                                           ------------------------------------
                                  Name:    Daniel B. Platt
                                           ------------------------------------
                                  Its:     Chief Financial Officer
                                           ------------------------------------

                     LENDER:

                     COMERICA BANK-CALIFORNIA,
                     a California Banking Corporation


                     By:      /s/ Richard W. Daniel
                              -------------------------------------------------
                              Richard W. Daniel
                     Its:     Vice President


                                      -10-
<PAGE>



               GUARANTORS' CONSENT, RATIFICATION AND REAFFIRMATION


         Burnham Pacific Operating Partnership, L.P., a Delaware limited
         partnership, and Burnham Pacific Properties, Inc., a Maryland
         corporation, (collectively, "Guarantors"), each hereby consent to the
         terms, conditions and provisions of the foregoing Sixth Loan
         Modification Agreement dated February 15, 2001, and the transactions
         contemplated by it. Guarantors hereby ratify and reaffirm the full
         force and effectiveness of the Completion Agreement and Guaranty dated
         April 26, 1999, with respect to the Loan ("Guaranty"), as well as their
         respective acknowledgment that their respective obligations under the
         Guaranty are separate and distinct from those of Borrower under the
         Loan.


Date:  February 15, 2001           BURNHAM PACIFIC OPERATING PARTNERSHIP, L. P.,
                                   a Delaware limited partnership


                                   By:      Burnham Pacific Properties, Inc.,
                                            a Maryland corporation
                                   Its:     General Partner


                                            By:     /s/ Daniel B. Platt
                                                    ---------------------------
                                            Name:   Daniel B. Platt
                                                    ---------------------------
                                            Its:    Chief Financial Officer
                                                    ---------------------------


                                   BURNHAM PACIFIC PROPERTIES, INC.,
                                   a Maryland corporation


                                   By:      /s/ Daniel B. Platt
                                            -----------------------------------
                                   Name:    Daniel B. Platt
                                            -----------------------------------
                                   Its:     Chief Financial Officer
                                            -----------------------------------


                                      -11-