<PAGE>


                                                                   Exhibit 10.54













                         AGREEMENT FOR PURCHASE AND SALE




                                JANUARY 16, 2001


<PAGE>

<TABLE>
<CAPTION>

                                     TABLE OF CONTENTS

ARTICLE                                                                               PAGE
<S>                                                                                   <C>
ARTICLE 1      BASIC DEFINITIONS........................................................1

ARTICLE 2      PURCHASE.................................................................4

ARTICLE 3      CONDITIONS PRECEDENT.....................................................9

ARTICLE 4      COVENANTS, WARRANTIES AND REPRESENTATIons...............................13

ARTICLE 5      DEPOSIT; DEFAULT........................................................20

ARTICLE 6      CLOSING.................................................................22

ARTICLE 7      MISCELLANEOUS...........................................................31

ARTICLE 8      RIGHTS OF FIRST REFUSAL; PROPERTY EXCLUSIONS............................35

</TABLE>

<PAGE>

                                List of Exhibits

         Exhibit A --          Properties
         Exhibit B --          Disclosure Materials List & Statement
         Exhibit C-1 --        Rent Roll (December 1, 2000)
         Exhibit C-2 --        Security Deposits
         Exhibit D --          Transfer Documents
         Exhibit E --          Litigation/condemnation/building code/zoning
         Exhibit F --          Due Diligence Matters
         Exhibit G --          Closing Cost Customs
         Exhibit H --          Arbitration
         Exhibit I --          Excluded Claims
         Exhibit J --          Preliminary title reports
         Exhibit K --          Asbestos information
         Exhibit L --          Certified Copy of Resolutions of Members of
                               Seller
         Exhibit M --          Certified Copy of Resolutions of Directors of
                               Burnham Pacific Properties, Inc.
         Exhibit N --          Contracts
         Exhibit O --          Environmental Insurance
         Exhibit P --          List of Nomura Loan Documents

<PAGE>

                         AGREEMENT FOR PURCHASE AND SALE


         THIS AGREEMENT FOR PURCHASE AND SALE is made and entered into as of
January 16, 2001, by and among BPP/GOLDEN STATE ACQUISITIONS, L.L.C., a Delaware
limited liability company ("Seller"), and WEINGARTEN GS, INC., a Texas
corporation ("Buyer"). This Agreement shall be effective on the "Effective
Date", which is the date on which the last person signing this Agreement shall
have signed this Agreement.

                                    RECITALS

         A.       The Seller holds ownership of a portfolio of properties listed
on EXHIBIT A to this Agreement and defined below with greater specificity as the
"Properties."

         B.       Buyer desires to acquire and Seller desires to convey, assign
and transfer, subject to the terms and conditions contained in this Agreement,
the entirety of the Properties.

                                    AGREEMENT

         NOW, THEREFORE, Buyer and Seller do hereby agree as follows:

                                    ARTICLE 1
                                BASIC DEFINITIONS

         "Closing" shall mean the consummation of the transaction contemplated
hereunder, as evidenced by the delivery of all required funds and documents to
the Escrow Agent.

         "Closing Date" shall mean the date which is ten (10) days after the
parties obtain Lender's approval of Buyer's assumption of the Loan, but not
later than May 1, 2001.

         "Contract Period" shall mean the period from the Effective Date through
and including the Closing Date (or any earlier termination of this Agreement).

         "Contracts" shall mean all maintenance, service and other operating
contracts, equipment leases and other arrangements or agreements to which Seller
is a party affecting the ownership, repair, maintenance, management, leasing or
operation of the Properties.

         "Disclosure Materials" shall mean those materials described in EXHIBIT
B, the Disclosure Materials List & Statement, to which Buyer shall be afforded
access and review rights pursuant to this Agreement.

         "Disclosure Materials List & Statement" shall mean the statement set
forth as EXHIBIT B to this Agreement.

         "Due Diligence Expiration Date" shall mean January 31, 2001.


                                     Page 1
<PAGE>

         "Hazardous Materials" means any chemical, compound, pollutant material,
substance or other matter that: (a) is defined as a hazardous substance,
hazardous material, hazardous waste or toxic substance under any Hazardous
Materials Law, (b) is controlled or governed by any Hazardous Materials Law, (c)
actually or potentially gives rise to any remediation, permitting, licensing,
reporting, notice or publication requirement on the part of any party hereto,
(d) actually or potentially gives rise to any liability, responsibility or duty
on the part of any party hereto with respect to any third person or governmental
agency, (c) is asbestos or an asbestos-containing material, or (d) is flammable
or explosive material, oil, petroleum product, urea formaldehyde, radioactive
material, or nuclear medicine material.

         "Hazardous Materials Laws" means any and all federal, state or local
laws, ordinances, rules, decrees, orders, regulations or court decisions
(including the so-called "common law") relating to Hazardous Materials,
environmental conditions on, under or about the Property, soil and ground water
conditions or other similar substances or conditions, including without
limitation the Comprehensive Environmental Response Compensation and Liability
Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the
Federal Clean Air Act, the Federal Water Pollution Control Act, the Resource
Conservation and Recovery Act, the Hazardous Materials Transportation Act, The
Clean Water Act, the Toxic Substance Control Act, California Health and Public
Safety Code Section 25117, Sections 6680 through 6685 of Title 22 of the
California Administrative Code, Division 4, Chapter 30, any amendments to any of
the foregoing, and all rules and regulations promulgated under any of the
foregoing, and any similar federal, state or local laws, ordinances, rules,
decrees, orders or regulations.

         "Improvements" shall mean, as to each of the properties listed on
EXHIBIT A, any and all structures, buildings, facilities, parking areas or other
improvements situated on such Property's Land and all related fixtures,
improvements, building systems and equipment (including, without limitation,
HVAC, security and life safety systems).

         "Intangible Property" shall mean, as to each Real Property: (a) any and
all permits, entitlements, filings, building plans, specifications and working
drawings, certificates of occupancy, operating permits, sign permits,
development rights and approvals, certificates, licenses, warranties and
guarantees, engineering, soils, pest control, survey, environmental, appraisal,
market and other reports relating to such Real Property and associated Personal
Property; (b) all trade names, service marks, tenant lists, advertising
materials and telephone exchange numbers identified with such Real Property; (c)
the Contracts and the Leases; (d) except as set forth on EXHIBIT I attached
hereto (the "Excluded Claims"), claims, awards, actions, remedial rights and
judgments, and escrow accounts relating to environmental remediation, to the
extent relating to such Real Property and associated Personal Property; (e) all
books, records, files and correspondence relating to such Real Property and
associated Personal Property; and (f) all other transferable intangible
property, miscellaneous rights, benefits or privileges of any kind or character
with respect to such Real Property and associated Personal Property, including,
without limitation, under any REAs, provided that the Intangible Property shall
not include any Seller's name or any right to the reference "BPP," "Burnham
Pacific," or "Burnham". Seller shall retain all right, title and interest in the
Excluded Claims.

         "Land" shall mean, as to each of the Properties listed on EXHIBIT A,
the land component of the property as described with precision in the Title
Policies.


                                     Page 2
<PAGE>

         "Leases" shall mean, as to each Real Property, all leases, concession
agreements, rental agreements or other agreements (including all amendments or
modifications thereto) which entitle any person other than Seller to the
occupancy or use of any portion of the Real Property.

         "Lender" shall mean Nomura Asset Capital Corporation, a Delaware
corporation, and its successors, participants and assigns.

         "Loan" shall mean collectively that certain loan in the original
principal amount of One Hundred Thirty Five Million Thirty Nine Thousand Nine
Hundred Fifty and 82/100 ($135,039, 950.82) ("Principal Amount") and that
certain interest rate buy-up premium in the original amount of Fourteen Million
Nine Hundred Sixty Thousand Forty Nine and 34/100 Dollars ($14,960,049.34), from
Lender to Seller, as evidenced by the Loan Documents. "Loan Documents" shall
mean the Note, that certain Loan Agreement dated December 31, 1997 between
Lender and Seller, that certain letter agreement regarding the loan amount dated
December 31, 1997, those certain Fee and Leasehold Deeds of Trust, Assignments
of Rents, Security Agreements and Fixture Filings from Seller for the benefit of
Lender, those certain Assignments of Leases and Rents from Seller for the
benefit of Lender dated December 31, 1997 and such other loan documents securing
the Note.

         "Note" shall mean that certain Promissory Note dated December 31, 1997
made by Seller in favor of Lender in the original principal amount of One
Hundred Thirty Five Million Thirty Nine Thousand Nine Hundred Fifty and 82/100
($135,039, 950.82).

         "Permitted Exceptions" shall mean the various matters affecting title
to the Properties that are approved or deemed approved by Buyer pursuant to
Section 2.5 below.

         "Personal Property" shall mean, as to each Real Property, all
furniture, furnishings, trade fixtures and other tangible personal property
directly or indirectly owned by the Seller that is located at and used in
connection with the operation of any Real Property.

         "Property" shall mean, with respect to each of the properties described
on EXHIBIT A and Schedule A of EXHIBIT J, the Real Property, the Personal
Property and the Intangible Property. Collectively, such properties shall be
referred to as the "Properties."

         "Purchase Price" shall mean the sum of One Hundred Forty-Five Million
Five Hundred Thousand and 00/100 Dollars ($145,500,000.00) plus the unpaid
obligations under the Loan, subject to adjustment as stated in EXHIBIT F,
payable as set forth in Section 2.2 below.

         "Real Property" shall mean, as to each property listed on EXHIBIT A and
Schedule A of EXHIBIT J, the Land, the Improvements and all the rights,
privileges, easements, and appurtenances to the Land or the Improvements,
including, without limitation, any air, development, water, hydrocarbon or
mineral rights, all licenses, easements, rights-of-way, claims, rights or
benefits, covenants, conditions and servitude and other appurtenances used or
connected with the beneficial use or enjoyment of the Land or the Improvements
and all rights or interests relating to any roads, alleys or parking areas
adjacent to or servicing the Land or the Improvements.


                                     Page 3
<PAGE>

          "Rent Rolls" shall refer to the information schedules attached as
EXHIBIT C-1 to this Agreement pertaining to the Leases.

         "Title Company" shall mean Chicago Title Company; Attn: Chris Ghio
(Telephone: (619) 899-5322.

         "Title Policies" shall refer to Seller's existing title insurance
policies with respect to the Properties, complete copies of which have been or
will be made available by Seller to Buyer.

                                    ARTICLE 2
                                    PURCHASE

         SECTION 2.1       PURCHASE AND TRANSFER. Seller agrees to sell the
Properties to Buyer and Buyer agrees to purchase or cause to be purchased by an
affiliate of Buyer the Properties upon all of the terms, covenants and
conditions set forth in this Agreement.

         SECTION 2.2       TERMS OF PAYMENT; ALLOCATION OF PURCHASE PRICE. Buyer
shall pay the Purchase Price to Seller as follows:

                  (a)      On or before 3 business days after the Effective
Date, and as a condition precedent to the effectiveness of this Agreement, Buyer
shall deliver to Title Company a cashier's check or make a Bank wire transfer to
Title Company in the amount of Five Million and 00/100 Dollars ($5,000,000.00)
(the "Deposit"), as an earnest money deposit on account of the Purchase Price.
As used in this Agreement, the term "Deposit" means the Deposit and all amounts
which, at the time in question, shall have been deposited into escrow by Buyer,
but excludes interest on such amount (which interest shall be the property of
Buyer).

                  (b) The balance of the Purchase Price shall be payable as
follows: (i) acceptance by Buyer of the conveyance of the Properties subject to
liens which secure the Loan and, if required by Lender, Buyer's assumption of
the Loan as of the Closing Date, (ii) disbursement of the Deposit to Seller on
the Closing Date, and (iii) payment by Buyer to Seller of One Hundred Forty
Million Five Hundred Thousand and 00/100 Dollars ($140,500,000.00) in cash at
Closing, provided the Loan is not in default on the Closing Date.

                  (c)      Prior to Closing, Seller and Buyer will agree upon
the allocation of the Purchase Price to the individual Properties, and Seller
and Buyer will adhere to such allocation with respect to reports to all
governmental entities and in all other contexts.

         SECTION 2.3       DEPOSIT.

                  (a)      Title Company shall hold and deliver the Deposit in
accordance with the terms and provisions of this Agreement. Title Company shall
invest the Deposit in U.S. Treasury obligations or other investments approved in
writing by both Seller and Buyer.

         SECTION 2.4       BUYER'S REVIEW AND INSPECTION AND SELLER'S
                           DISCLAIMER.


                                     Page 4
<PAGE>

                  (a)      Within five (5) days following the Effective Date,
Seller shall have delivered copies, or otherwise made available to Buyer for
Buyer's review at Seller's offices in San Diego, California, or, at Buyer's
election sent to Buyer at Buyer's address in Houston, Texas, as stated in
Section 7.4, and Buyer shall have reviewed and approved, on or before the Due
Diligence Expiration Date, all of the Disclosure Materials. Buyer shall assume
fully the obligation to completely and adequately review and consider any or all
of such materials. The Disclosure Materials shall be made continuously available
to Buyer at such location throughout the Contract Period. Buyer shall not have a
right to terminate this Agreement based on Buyer's dissatisfaction with
Disclosure Materials, but will have such rights only pursuant to Section 3.1(a)
and EXHIBIT F.

                  (b)      Following the execution and delivery of this
Agreement and until the Due Diligence Expiration Date, and subject to the
restrictions, limitations and other provisions of this Section 2.4, Seller shall
allow Buyer (and its authorized representatives and agents) reasonable access to
the Properties, during business hours, for the purpose of making examinations,
tests, analyses, investigations, surveys, inquiries and other inspections in
connection with Buyer's efforts to bring about satisfaction of the condition
precedent set forth in Section 3.1(a)(ii). Buyer's exercise of such right of
access shall be subject to the following limitations: (i) any entry onto any
Property by Buyer, its agents or representatives, shall be during normal
business hours, following not less than 24 hours' prior notice to Seller (which
notice may be by telephone, facsimile or email) and, at Seller's discretion, if
Seller so requests, accompanied by a representative of Seller; (ii) Buyer shall
not conduct any invasive or destructive physical diligence or inspections of the
Properties including, without limitation, drilling, test borings or other
disturbance of any Property for review of soils, compaction, environmental,
structural or other conditions, without Seller's prior written consent (which
may be withheld in Seller's sole and absolute discretion) provided that Seller
shall respond in writing to Buyer's request for permission to conduct any such
diligence or inspections within two (2) business days after Buyer's request;
(iii) prior to any discussions or interviews with any third party, any partner
of Seller, any tenants of a Property or their respective personnel; and prior to
any discussions or interviews with employees at any Property (which shall be
limited to designated senior employees), Buyer shall offer Seller the
opportunity to have a representative present; (iv) Buyer not disturb the use or
occupancy or the conduct of business at any Property; and (v) Buyer shall
indemnify, defend and hold Seller harmless from all loss, cost, and expense
relating to personal injury or property damage resulting from any entry by
Buyer, its agents or representatives; provided however that Buyer's indemnity
shall not include liability for the mere discovery of any condition already
existing on the Properties and not the result of Buyer's activities. Following
the Due Diligence Expiration Date and for the remainder of the Contract Period,
but subject to the provisions of this Section 2.4, Seller shall permit Buyer,
and Buyer's representatives, continued access to the Properties, and to tenants,
parties to REAs, parties to options and rights of first refusal, and parties to
management agreements and Contracts, for Buyer's further investigation of the
Properties; provided, however that such continued access and investigation shall
have no effect on the waiver or satisfaction of Buyer's conditions as of the Due
Diligence Expiration Date.

                  (c)      Buyer acknowledges that if Buyer shall not have
terminated this Agreement pursuant to EXHIBIT F, Seller will have afforded Buyer
and its agents and representatives an opportunity to conduct such appraisals and
investigations of the Properties


                                     Page 5
<PAGE>

including, without limitation, investigations with respect to the physical,
environmental, economic and legal condition of the Properties, prior to the Due
Diligence Expiration Date and the Buyer will have completed all such
investigations to its satisfaction; provided, however, that Buyer shall not have
a right to terminate this Agreement based on Buyer's dissatisfaction with such
matters, but will have such rights only pursuant to Section 3.1(a) and EXHIBIT
F. Except in the case of fraud by Seller, Buyer assumes the full risk that Buyer
has failed completely and adequately to cause such inspections and consider any
and all results of such inspections. Buyer acknowledges (i) that Buyer has
entered into this Agreement with the intention of making and relying upon its
own investigation of the physical, environmental, economic and legal condition
of the Properties and the warranties and representations of Seller as set forth
in Article 4 hereof, (ii) that, other than those specifically set forth in
Article 4 below or in any document to be delivered pursuant to Section 6.1,
Seller is not making and have not at any time made any warranty or
representation of any kind, expressed or implied, with respect to the
Properties, including, without limitation, warranties or representations as to
habitability, merchantability, fitness for a particular purpose, title (other
than Seller's limited warranty of title set forth in the Deeds), zoning, tax
consequences, latent or patent physical or environmental condition, utilities,
operating history or projections, valuation, projections, compliance with law or
the truth, accuracy or completeness of the Disclosure Materials, (iii) that
other than those specifically set forth in Article 4 below or in any document to
be delivered pursuant to Section 6.1, Buyer is not relying upon and is not
entitled to rely upon any representations and warranties made by Seller or
anyone acting or claiming to act on Seller's behalf, (iv) that the Disclosure
Materials include soils, environmental and/or physical reports prepared for
Seller by third parties as to which Buyer has no right of reliance (provided,
however, that nothing herein shall be deemed to limit Buyer's right to seek to
obtain from the third parties which prepared such reports the right to rely on
such reports at no cost to Seller or to conduct Buyer's own independent
evaluation of the Properties with respect to the matters covered in such
reports), and (v) that the Disclosure Materials may include economic projections
which reflect assumptions as to future market status and future Property income
and expense with respect to the Properties which are inherently uncertain and as
to which Seller has not made any guaranty or representation whatsoever. With
respect to the soils, environmental and/or physical reports prepared for Seller
by third parties, Buyer acknowledges that Seller has made no representation
whatsoever as to accuracy, completeness or adequacy thereof. Buyer further
acknowledges that it has not received from Seller any accounting, tax, legal,
architectural, engineering, property management or other advice with respect to
this transaction and is relying solely upon the advice of its own accounting,
tax, legal, architectural, engineering, property management and other advisors.
Except as provided in the representations and warranties of Seller set forth in
Article 4 below and except as otherwise expressly set forth in this Agreement or
in any document to be delivered pursuant to Section 6.1, based upon Buyer's
familiarity with and due diligence to be conducted by Buyer relating to the
Properties and pertinent knowledge as to the markets in which the Properties are
situated and in direct consideration of Seller's decision to sell the Properties
to Buyer for the Purchase Price, and not to pursue available disposition
alternatives, Buyer shall purchase the Properties in an "as is, where is and
with all faults" condition on the Closing Date and (except in the case of fraud
by Seller ) assumes fully the risk that adverse latent or patent physical,
environmental, economic or legal conditions may not have been revealed by its
investigations. Seller and Buyer acknowledge that the compensation to be paid to
Seller for the Properties has taken into account that the Properties are being
sold subject to the provisions of


                                     Page 6
<PAGE>

this Section 2.4. Seller and Buyer agree that the provisions of this Section 2.4
shall survive Closing.

                  (d)      Consistent with the foregoing and subject solely to
the express covenants and indemnities set forth in this Agreement and the
representations set forth in Section 4.1 or in any document to be delivered
pursuant to Section 6.1 below (as such covenants, indemnities and
representations are limited pursuant to Section 4.4 hereof) and except for
rights, claims, demands and liabilities arising out of or based upon any fraud
by any of the Releasees (as defined below), effective as of the Closing Date,
Buyer, for itself and its agents, affiliates, successors and assigns, hereby
releases and forever discharges Seller, and its members and beneficial owners
and Burnham Pacific Properties, Inc., a Maryland corporation ("BPPI"), and its
shareholders, officers and directors (collectively, the "Releasees") from any
and all rights, claims and demands at law or in equity, whether known or unknown
at the time of this agreement, which Buyer has or may have in the future,
arising out of the physical, environmental, economic or legal condition of the
Properties, including, without limitation, all claims in tort or contract and
any claim for indemnification or contribution arising under the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9601,
et. seq.) or any similar federal, state or local statute, rule or ordinance
relating to liability of property owners for environmental matters. Without
limiting the foregoing, Buyer, upon Closing, shall be deemed to have waived,
relinquished and released Seller and all other Releasees from and against any
and all matters arising out of latent or patent defects or physical conditions,
violations of applicable laws and any and all other acts, omissions, events,
circumstances or matters affecting the Properties, except for breach of the
express covenants and indemnities set forth in this Agreement and the
representations and warranties set forth in Section 4.1 or in any document to be
delivered pursuant to Section 6.1 (as such covenants, indemnities and
representations are limited pursuant to Section 4.4 hereof) and except for
rights, claims, demands and liabilities arising out of or based upon any fraud
by any of the Releasees. For the foregoing purposes, Buyer hereby specifically
waives the provisions of Section 1542 of the California Civil Code and any
similar law of any other state, territory or jurisdiction. Section 1542
provides:

         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.

Buyer hereby specifically acknowledges that Buyer has carefully reviewed this
subsection and discussed its import with legal counsel and that the provisions
of this subsection are a material part of this Agreement.

                                 ---------------
                                      Buyer

                  (e)      Subject to the express covenants and indemnities set
forth in this Agreement and the representations of Seller set forth in Section
4.1 or in any document to be delivered pursuant to Section 6.1 (as such
covenants, indemnities and representations are limited pursuant to Section 4.4
hereof), Buyer shall indemnify, defend, protect and hold Seller harmless from
and against any and all claims, actions, causes of action, demands, liabilities,
damages, costs and expenses (including attorneys' fees), whether direct or
indirect, known or unknown,


                                     Page 7
<PAGE>

foreseeable or unforeseeable, which may be asserted against Seller at any time
after the Closing due to acts or omissions occurring and first arising after
Closing, on account of or in any way arising out of or connected with the
Property, including: (i) the physical condition, nature or quality of the
Property (including the soils and groundwater on and under the Real Property);
(ii) the presence or release in, under, on or about the Property (including the
soils and groundwater on and under the Real Property) of any Hazardous
Materials; and (iii) the ownership, management or operation of the Property,
including any claim or demand by any tenant for the refund or return of any
security deposit or other deposit. At the Closing, upon the request of Seller,
Buyer shall deliver to Seller a certificate reaffirming the foregoing.

         SECTION 2.5       TITLE EXCEPTIONS.

                  (a)      Title to the Real Property shall be conveyed from
Seller to Buyer by grant deed (the "Deed"), subject to: (i) liens to secure
payment of real estate taxes and assessments not delinquent; (ii) applicable
zoning and use laws, ordinances, rules and regulations of any municipality,
township, county, state or other governmental agency or authority; (iii) all
matters that would be disclosed by a physical inspection or survey of the Real
Property or that are actually known to Buyer; (iv) the Loan Documents; (v) any
exceptions or matters created by Buyer, its agents, employees or
representatives; (vi) all Leases, (vii) Contracts accepted by Buyer pursuant
hereto; and (viii) the exceptions (other than those marked through for deletion)
set forth on Schedule B of the preliminary title reports approved by Seller and
Buyer and attached to this Agreement as EXHIBIT J. The foregoing exceptions to
title are referred to as the "Permitted Exceptions."

                  (b)      On or before the Closing, Seller shall eliminate any
deeds of trust, mortgages, judgment liens, mechanics' liens, and materialmen's
liens encumbering the Properties, except the lien securing the Loan, monetary
liens not arising from the acts or omissions of Seller or any of its employees,
agents, contractors, or affiliates, or mechanics' liens or material liens
pertaining to work in progress as of the Closing, the completion of which Buyer
has agreed to undertake. If Seller does not remove or provide to the
satisfaction of Buyer for removal of the objectionable exceptions to title
before Closing, Buyer shall have the right (i) to terminate this Agreement and
receive a refund of the Deposit, or (ii) to proceed with consummation of this
transaction notwithstanding such objectionable items.

                  (c)      Seller shall have no obligation to execute any
affidavits or indemnifications in connection with the issuance of Buyer's title
insurance excepting only the such customary affidavits as to authority, the
rights of tenants in occupancy, the status of mechanics' liens and other
affidavits or indemnifications reasonably necessary to address matters of title
which Seller has agreed to or is required to remove or cure pursuant to this
Section 2.5.

         SECTION 2.6       ESTOPPELS

                  (a)      Prior to the Effective Date, Buyer has made efforts
to obtain and between the Effective Date and Closing Buyer will continue to make
such efforts as Buyer deems appropriate, to obtain estoppel certificates
("Estoppels") from tenants occupying the Properties, from the ground lessor of
the Property commonly known as Discovery Plaza and from parties to


                                     Page 8
<PAGE>

Reciprocal Easement Agreements ("REA's") which affect certain of the Properties;
however, the receipt by Buyer of Estoppels from any tenant or REA party shall
not constitute a condition precedent to Buyer's obligation to purchase the
Properties.

                                    ARTICLE 3
                              CONDITIONS PRECEDENT

         SECTION 3.1       CONDITIONS.

                  (a)      Notwithstanding anything in this Agreement to the
contrary, if this Agreement shall not have been terminated by Buyer pursuant to
EXHIBIT F, Buyer's obligation to purchase the Properties shall be subject to and
contingent upon the satisfaction or written waiver by Buyer of the following
conditions precedent with respect to each Property:

                           (i)      The willingness, upon the sole condition of
                                    the payment of any regularly scheduled
                                    premium, of the Title Company to issue an
                                    ALTA owner's policy or policies of title
                                    insurance, with such co-insurers and
                                    re-insurers as Buyer may designate, with
                                    respect to each Property (or such other
                                    form(s) as may be reasonably satisfactory to
                                    Buyer), insuring Buyer (or Buyer's permitted
                                    assignee or nominee) that title to the
                                    applicable Real Property is vested of record
                                    in Buyer (or Buyer's permitted assignee or
                                    nominee) on the Closing Date subject only to
                                    the printed conditions and exceptions of
                                    such policies (but deleting (by endorsement
                                    or otherwise), where permitted under
                                    applicable laws or regulations and at
                                    Buyer's expense, any co-insurance, creditors
                                    rights and so-called "standard" exceptions)
                                    and the Permitted Exceptions applicable to
                                    such Real Property (excluding the exceptions
                                    referred to in Section 2.5(a)(iii) [other
                                    than matters shown by new surveys acquired
                                    after the Effective Date by Buyer or matters
                                    imposed by the Title Company based on its
                                    inspection of the Properties] and excluding
                                    Contracts referred to in clause (vii) of
                                    such Section other than recorded Contracts)
                                    containing the affirmative insurance noted
                                    on EXHIBIT J and containing CLTA
                                    endorsements 100, 100.20, 101.4, 103.3,
                                    103.1A, 103.5, 103.7, 116, 116.1, 116.4,
                                    116.7, 123.2, and 129 (the "Buyer's Title
                                    Policies"); provided that, if and to the
                                    extent that the Title Company requires, as a
                                    condition of issuance of an ALTA (instead of
                                    a CLTA) policy or issuance of any aforesaid
                                    endorsement up-dated or more current
                                    surveys, Buyer shall cause such surveys to
                                    be obtained before the Closing Date and
                                    Buyer shall bear the cost of such surveys.

                           (ii)     On or before the Due Diligence Expiration
                                    Date, Buyer shall have reviewed and approved
                                    matters referred to in EXHIBIT F, but Buyer
                                    shall only have the right to terminate this
                                    Agreement with respect


                                     Page 9
<PAGE>

                                    to such matters strictly in accordance with
                                    the provisions of EXHIBIT F;

                           (iii)    Seller's performance or tender of
                                    performance of all material obligations
                                    under this Agreement with respect to the
                                    applicable Property, including Seller's
                                    covenants under Section 4.2 with respect to
                                    such Property;

                           (iv)     On or before the Closing Date, Seller and
                                    Buyer shall have obtained the written
                                    approval of Buyer's purchase of the
                                    Properties from the Lender and an
                                    acknowledgement from Lender that no Loan
                                    default exists in the payment of principal
                                    or interest or monetary payments and, to
                                    Lender's knowledge, no other material
                                    default exists;

                           (v)      On or before the Effective Date, this
                                    Agreement and the transaction contemplated
                                    herein shall have been approved by the board
                                    of directors of BPPI;


                           (vi)     On or before the Closing Date, the party
                                    having a right of first refusal on the
                                    Property known as Discovery Plaza ("RFOR
                                    Party--DP") shall have waived (or is deemed
                                    to have waived under the terms of the
                                    applicable lease) its right of first refusal
                                    as set forth in such lease; provided that,
                                    in the event that Seller asserts that such
                                    RFOR Party--DP has waived or is deemed to
                                    have waived its right of first refusal,
                                    Seller shall, on or before Closing, furnish
                                    to Buyer Seller's affidavit or certificate
                                    which constitutes proof satisfactory to
                                    Buyer, in the exercise of reasonable
                                    judgment, of all relevant facts, including
                                    the date on which notice was sent to the
                                    RFOR Party--DP, a copy of such notice, the
                                    copy of any responsive waiver by the RFOR
                                    Party--DP or certification by Seller that no
                                    response was given by RFOR Party--DP within
                                    the required period, thus constituting a
                                    deemed waiver. In the event that the RFOR
                                    Party--DP shall have exercised its right of
                                    first refusal and purchased the Discovery
                                    Plaza Property, then the foregoing
                                    provisions of this clause (vi) shall not
                                    apply, and, instead, the provisions of
                                    Section 8.2 shall apply.

                           (vii)    On or before the Closing Date, the party
                                    having a right of first refusal on the
                                    Property known as 580 Marketplace ("RFOR
                                    Party--580") shall have waived (or is deemed
                                    to have waived under the terms of the
                                    applicable lease) its right of first refusal
                                    as set forth in such lease; provided that,
                                    in the event that Seller asserts that such
                                    RFOR Party--580 has waived or is deemed to
                                    have waived its right of first refusal,
                                    Seller shall, on or before Closing, furnish
                                    to Buyer Seller's affidavit or certificate
                                    which constitutes proof satisfactory


                                    Page 10
<PAGE>

                                    to Buyer, in the exercise of reasonable
                                    judgment, of all relevant facts, including
                                    the date on which notice was sent to the
                                    RFOR Party--580, a copy of such notice, the
                                    copy of any responsive waiver by the RFOR
                                    Party--580 or certification by Seller that
                                    no response was given by RFOR Party--580
                                    within the required period, thus
                                    constituting a deemed waiver. In the event
                                    that the RFOR Party--580 shall have
                                    exercised its right of first refusal and
                                    purchased the 580 Marketplace Property, then
                                    the foregoing provisions of this clause
                                    (vii) shall not apply, and, instead, the
                                    provisions of Section 8.2 shall apply.

                           (viii)   On or before the Closing Date, the party
                                    having a purported right of first refusal on
                                    the Property known as Southampton ("RFOR
                                    Party--S") shall have waived (or is deemed
                                    to have waived under the terms of the
                                    applicable document) its right of first
                                    refusal as set forth in such document;
                                    provided that, in the event that Seller
                                    asserts that such RFOR Party--S has waived
                                    or is deemed to have waived its right of
                                    first refusal, Seller shall, on or before
                                    Closing, furnish to Buyer Seller's affidavit
                                    or certificate which constitutes proof
                                    satisfactory to Buyer, in the exercise of
                                    reasonable judgment, of all relevant facts,
                                    including the date on which notice was sent
                                    to the RFOR Party--S, a copy of such notice,
                                    the copy of any responsive waiver by the
                                    RFOR Party--S or certification by Seller
                                    that no response was given by RFOR Party--S
                                    within the required period, thus
                                    constituting a deemed waiver. In the event
                                    that the RFOR Party--S shall have exercised
                                    its right of first refusal and purchased the
                                    Southampton Property, then the foregoing
                                    provisions of this clause (viii) shall not
                                    apply, and, instead, the provisions of
                                    Section 8.2 shall apply; provided, further,
                                    that if the Title Company furnishes, as an
                                    endorsement to the title policy referred to
                                    in Section 3.1(a)(i) affirmative insurance
                                    insuring that no right of first refusal
                                    affects the Southampton Property, then none
                                    of the foregoing provisions of this clause
                                    (viii) shall apply.

                           (ix)     On or before the Closing, Buyer shall have
                                    received certifications that no Uniform
                                    Commercial Code financing statements
                                    evidencing the existence of any security
                                    interest encumbering the Personal Property
                                    and no fixture filings are on file in either
                                    the central filing records of the State of
                                    California for Uniform Commercial Code
                                    filings or in the Uniform Commercial Code
                                    records of any county in which any Property
                                    is located;

                           (x)      As of the date of Closing, there shall not
                                    have been bankruptcy filings during the
                                    Contract Period (either voluntary or
                                    involuntary) involving tenants whose
                                    aggregate annual rent as stated in the
                                    respective leases of such tenants aggregates
                                    more than $2,000,000


                                    Page 11
<PAGE>

                                    (provided, however, that if bankruptcy
                                    filings have occurred with respect to leases
                                    in which the annual rent exceeds $2,000,000,
                                    then Seller shall have the right to cause
                                    Buyer to waive this condition precedent if
                                    Seller agrees that the Purchase Price shall
                                    be reduced by an amount equal to 10 times
                                    the aggregate annual rent in excess of such
                                    $2,000,000 payable under the leases affected
                                    by such bankruptcy filings);

                           (xi)     All of Seller's representations and
                                    warranties as set forth in Article 4 are
                                    true and correct in all material respects;

                           (xii)    There shall have occurred no damage,
                                    destruction or Taking which would entitle
                                    Buyer to terminate this Agreement pursuant
                                    to the provisions of Section 7.1; and

                           (xiii)   Seller shall deliver to Buyer the AIG
                                    Environmental Insurance Policy (referred to
                                    in EXHIBIT F) or, upon Buyer's option, pay
                                    to Buyer an amount equal to the premium for
                                    such policy. Prior to Closing, Seller shall
                                    have removed, at Buyer's sole cost and
                                    expense, all friable asbestos identified on
                                    EXHIBIT K.

                  (b)      Notwithstanding anything in this Agreement to the
contrary, Seller's obligation to sell the Properties shall be subject to and
contingent upon the satisfaction or waiver of the following conditions
precedent:

                           (i)      Buyer shall tender to Seller payment of the
                                    Purchase Price as adjusted pursuant to the
                                    provisions of this Agreement; and

                           (ii)     On or before the Closing, Seller and Buyer
                                    shall have obtained the written approval of
                                    Buyer's purchase of the Properties, and the
                                    assumption by Buyer (or Buyer's affiliated
                                    designee) of the Note and the Loan
                                    Documents, from the Lender, and the release
                                    of Seller and its affiliates from all
                                    obligations under the Note and Loan
                                    Documents arising after Closing, upon terms
                                    reasonably acceptable to Seller and Buyer;
                                    and

                           (iii)    Seller's obligation to sell the Properties
                                    is subject to the provisions of Article 8
                                    which would result in the exclusion from the
                                    sale to Buyer of the Property or Properties
                                    purchased by ROFR Parties pursuant to
                                    Article 8.

         SECTION 3.2       FAILURE OR WAIVER OF CONDITIONS PRECEDENT.

                  (a)      If any of the conditions set forth in Section 3.1(a)
is not fulfilled or waived in writing by Buyer, Buyer may, by written notice to
Seller, terminate this Agreement. If any of the conditions set forth in Section
3.1(b) is not fulfilled or waived in writing by Seller, Seller may, by written
notice to Buyer, terminate this Agreement. Either party may, at its election, at


                                    Page 12
<PAGE>

any time or times on or before the date specified for the satisfaction of the
condition, waive in writing the benefit of any of the conditions set forth in
Sections 3.1(a) and 3.1(b) above. In any event, Buyer's consent to the close of
escrow with respect to the Properties pursuant to this Agreement shall waive any
remaining unfulfilled conditions for the benefit of Buyer with respect to the
Properties, but such consent shall not waive Buyer's right with respect to any
of Seller's covenants, representations, or warranties which survive Closing as
herein provided.

                  (b)      Notwithstanding the foregoing, if Buyer desires to
terminate this Agreement based upon a failure of the condition set forth in
Sections 3.1(a)(i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (xi) or (xiii)
above, Seller shall have the right (by giving notice to Buyer), but not the
obligation, for a period of 30 days within which to cure such failure and the
Closing shall be deferred for such curative period. If Seller has not cured such
failure within such cure period then Buyer may elect to terminate this
Agreement. The parties shall mutually cooperate and use reasonable good faith
efforts to obtain the consent of the Lender to this transaction.

                  (c)      In the event this Agreement is terminated by either
Seller or Buyer as a result of the failure of a condition precedent which is not
waived in writing by the party for whose benefit such condition precedent
exists, and other than a termination resulting from a default by Buyer under
this Agreement, the Deposit and all interest thereon shall be returned to Buyer.

                                    ARTICLE 4
                    COVENANTS, WARRANTIES AND REPRESENTATIONS

         SECTION 4.1       SELLER'S WARRANTIES AND REPRESENTATIONS. Seller
expresses to Buyer the representations and warranties set forth below as of the
date of this Agreement. Seller hereby represents and warrants with respect to
itself as follows:

                  (a)      The Seller is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization and the Seller
is qualified to do business in California. The Seller has full power and lawful
authority to enter into and carry out the terms and provisions of this Agreement
and to execute and deliver all documents which are contemplated by this
Agreement, and all actions of the Seller necessary to confer such power and
authority upon the persons executing this Agreement (and all documents which are
contemplated by this Agreement) on behalf of the Seller have been taken.
Attached hereto as EXHIBIT L is a true and correct copy of a resolution of the
members of Seller authorizing, confirming and ratifying the execution of this
Agreement and the performance by Seller of all actions necessary or appropriate
to consummate the transactions contemplated by this Agreement; attached hereto
as EXHIBIT M is a resolution of the board of directors of Burnham Pacific
Properties, Inc., general partner of Burnham Pacific Operating Partnership L.P.
authorizing, ratifying and confirming the execution of this Agreement by Burnham
Pacific Properties, Inc. as general partner of Burnham Pacific Operating
Partnership L.P. and the performance by Burnham Pacific Properties, Inc. in such
capacity of all actions necessary or appropriate to consummate the transactions
contemplated by this Agreement.

                  (b)      Except with respect to the third party consents
expressly described in or contemplated under this Agreement or expressly
required under any agreements included in


                                    Page 13
<PAGE>

Intangible Property, the Seller's execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby and the performance of the
Seller's obligations under the instruments required to be delivered by the
Seller at the Closing, do not and will not require the consent, approval or
other authorization of, or registration, declaration or filing with,
(collectively, "Consents") any governmental authority (excepting the recordation
of Closing documents contemplated in this Agreement and any filings required
under applicable state or federal securities or tax laws) or any other person or
entity, except such Consents as will be obtained on or before Closing or as to
which the failure to obtain would not have a material and adverse effect on
Seller's performance of its obligations under this Agreement, and do not and
will not result in any material violation of, or material default under, any
term or provision of any agreement, instrument, mortgage, loan agreement or
similar document to which the Seller is a party or by which the Seller is bound;

                  (c)      Except as set forth in EXHIBIT E, there is no
litigation, investigation or proceeding pending or, to the best of the Seller's
knowledge, contemplated or threatened which would impair or adversely affect the
Seller's ability to perform its obligations under this Agreement;

                  (d)      The Seller is not a "foreign person" as defined in
Internal Revenue Code 1445(f)(3);

                  (e)      Except as set forth in EXHIBIT E, as of the date of
this Agreement, Seller has no knowledge that, and has received no written notice
from any governmental authorities that, eminent domain proceedings for the
condemnation of any Property or any part of a Property are pending;

                  (f)      Except as set forth in EXHIBIT E, as of the date of
this Agreement, Seller has no knowledge of, and has received no written notice
of, any threatened or pending litigation affecting the Property;

                  (g)      Except as set forth in EXHIBIT E, as of the date of
this Agreement, Seller has received no written notice from any governmental
authority that the improvements constituting any Property are presently in
material violation of any applicable building codes where such violation has not
been cured in all material respects;

                  (h)      Except as set forth in EXHIBIT E, as of the date of
this Agreement, Seller has received no written notice from any governmental
authority that any Property is presently in material violation of any applicable
zoning, land use or other law, order, ordinance, rule or regulation affecting
the Property which violation has not been cured, that any investigation has been
commenced or is contemplated with respect to any such possible failure of
compliance and Seller has not received written notice from any insurance company
or Board of Fire Underwriters of any defect or inadequacy in connection with a
Property or its operation where such defect or inadequacy has not been cured in
all material respects;

                  (i)      Except as set forth in EXHIBIT N, as of the date of
this Agreement, no Contracts involving payment in excess of $5,000 per annum
with respect to any Property will be


                                    Page 14
<PAGE>

binding upon Buyer after the Closing, other than such Contracts that are
cancelable by the owner of the Property within 30 days after written notice from
such owner without penalty or premium;

                  (j)      As of the date of this Agreement, except as set forth
in the environmental reports included within the Disclosure Materials and any
reports or studies prepared by or for Buyer, Seller has received no written
notice of the presence or release of any Hazardous Materials presently
deposited, stored, or otherwise located on, under, in or about any Property
which require reporting or potentially require reporting to any governmental
authority, monitoring, clean up or remediation or are otherwise not in material
compliance with environmental laws, regulations and orders;

                  (k)      The Rent Rolls constituting EXHIBIT C-1 to this
Agreement accurately identify as to each Lease as of December 1, 2000; the date
of the rent start; the expiration date of the current term of the Lease; the
current base rental payable under such Lease; amount of additional rent (i.e.,
cost recovery) currently billed to the tenant under the Lease; and the
approximate gross leaseable area of the premises, and the list of security
deposits attached hereto as EXHIBIT C-2 accurately identifies each Lease the
amount of any security deposit held by Seller. As of December 1, 2000, Seller
had not received written notice of any material default by Seller under any
Leases, which default had not been cured in all material respects, and Seller
has not delivered any default notice to a tenant under any Lease, except with
respect to delinquent rents disclosed in the aged delinquency report contained
within the Disclosure Materials, and, to Seller's knowledge and except as set
forth in the delinquency reports provided by Seller to Buyer, Seller was not
aware of any other material default by a tenant under a Lease, which defaults
have not been cured in all material respects; and

                  (l)      With respect to the matters contained in the
Disclosure Materials List & Statement and the Disclosure Materials, to Seller's
knowledge, Seller has not willfully or intentionally or as a result of gross
negligence omitted to state any material facts required to be stated therein or
willfully and intentionally or as a result of gross negligence made any untrue
statement of a material fact, which would render the Disclosure Materials List &
Statement or the Disclosure Materials materially misleading.

                  (m)      With respect to financial records which are included
within the Disclosure Materials, the information for 1998 and 1999 as to
historical minimum rents, historical percentage rents, historical expenses and
historical additional rent (cost recoveries) is true and correct in all material
respects. Seller's warranty as to accuracy does not apply with respect to
budgets or projections for future periods.

                  (n)      The list of leases (identified by date) and
amendments (also identified by date) as contained in the Disclosure Materials
and included as part of EXHIBIT B is accurate and complete in all material
respects.

                  (o)      Seller is not in default in payment of principal or
interest under the Loan or in payment of rent or other monetary amounts under
the Ground Lease. To Seller's knowledge, Seller is not in default of any other
material provision of the Loan or the Ground Lease.


                                    Page 15
<PAGE>

                  (p)      The documents listed in Exhibit P are the only
documents to which Seller is a party relating to the Loan.

                  Subject to the provisions of Section 4.4, Seller shall be
liable for the breach of any representation and warranty of Seller set forth in
this Section 4.1.

                                    * * * * *

                  For the foregoing purposes, the terms "Seller's knowledge" or
words of similar effect shall mean the current actual, subjective knowledge of
Allison Lynch, Karen Polivy, Pat Toomey, Gloria Sullivan and Lisa Cortese (who
are the asset managers of one or more of the Properties), Scott Verges, Kevin
Cavanaugh and Dan Platt (collectively, the "Knowledge Persons"), in each case
without independent investigation or inquiry. Seller represents and warrants to
Buyer that these individuals are the individuals employed by Seller that have
primary management, or maintenance responsibility for the Properties so that no
individual likely to have material and specialized knowledge as to the
Properties has been omitted from this list. Such individuals' knowledge shall
not include information or material which may be in the possession of Seller or
the named individuals, but of which the named individuals are not actually
aware. None of the named individuals whose sole knowledge is imputed to a Seller
under this Section nor any party other than the Seller affording a
representation shall bear responsibility for any breach of such representation.

         SECTION 4.2       SELLER'S COVENANTS.  Seller hereby covenants and
                           agrees as follows:

                  (a)      During the Contract Period, Seller will exercise
reasonable and good faith efforts (i) to operate and maintain the Properties in
a manner consistent with current practices and (ii) to comply, where such
compliance is the obligation of Seller (and not of a tenant or other party) in
all material respects with all material laws and regulations applicable to the
Properties;

                  (b)      During the Contract Period, Seller will not sell or
otherwise dispose of any significant items of Personal Property unless replaced
with an item of like value, quality and utility;

                  (c)      Following the Effective Date and until the end of the
Contract Period, Seller shall not enter into or modify any Contracts relating to
the operation or maintenance of a Property, except for (i) those entered into in
the ordinary course of business with parties which are not affiliates of Seller
and (A) which are cancelable upon not more than thirty (30) days prior notice
without penalty or premium or (B) which require payments to the applicable
vendor of $2,000 or less per year , or (ii) those otherwise approved in writing
by Buyer, which approval shall not be unreasonably withheld and shall be deemed
given if Buyer should fail to approve or disapprove proposed Contract matters in
writing within three (3) business days following Seller's written request (which
shall include all material information necessary to allow Buyer to make an
informed decision). At Buyer's written request provided at least three (3)
business days prior to the Closing Date, Seller shall deliver notice of
termination on the Closing Date as to any and all Contracts that Buyer desires
to terminate, provided that such termination shall be effective following any
notice or waiting period for such termination described in the Contract.
Notwithstanding the foregoing, Seller shall terminate all property management
agreements and


                                    Page 16
<PAGE>

exclusive leasing agreements applicable to the Properties as of the Closing
Date, at Seller's expense;

                  (d)      Following the Effective Date and until the end of the
Contract Period, Seller will not execute or modify in any material fashion any
Leases or any ground lease, other than with Buyer's prior consent, which shall
be deemed given if Buyer (in the person of Stanford Alexander, Chairman, Martin
Debrovner, Vice Chairman, Drew Alexander, President, or Candace DuFour, Vice
President, of the general partner of Buyer) should fail to approve or disapprove
proposed lease matters in writing within five (5) business days following
Seller's written request (which shall include all material information necessary
to allow Buyer to make an informed decision). Buyer shall exercise its rights of
approval of leasing matters reasonably and in good faith. Seller shall use
reasonable efforts to continue to seek leases for the Properties in a manner
consistent with present practice;

                  (e)      During the Contract Period, Seller shall not
voluntarily create, consent to or acquiesce in the creation of liens or
exceptions to title without Buyer's prior written consent, provided that Buyer
shall not unreasonably withhold or delay consent to any proposed matters
affecting title necessary to maintain or enhance the value of the pertinent
Property;

                  (f)      During the Contract Period, Seller shall maintain its
currently effective policies of property insurance and rental loss insurance for
the Improvements;

                  (g)      During the Contract Period, Seller shall use
commercially reasonable efforts (but at no material cost to Seller except as may
otherwise be expressly provided in this Agreement) to obtain all third party and
governmental approvals and consents necessary to consummate the transactions
contemplated hereby;

                  (h)      During the Contract Period, Seller shall maintain its
books accounts and records in accordance with generally accepted accounting
principles and in a manner consistent with past practice;

                  (i)      During the Contract Period, Seller shall observe and
comply with the material terms and conditions of all Contracts, Leases, Property
licenses, and Property approvals;

                  (j)      During the Contract Period, Seller shall not
knowingly or intentionally take any action which would cause the representations
and warranties contained in Section 4.1 (other than as permitted in this
Agreement) to cease to be true and correct in all material respects as of the
Closing Date as though then made and shall promptly notify Buyer of any event,
circumstances or discovery inconsistent therewith;

                  (k)      During the Contract Period, Seller shall comply in
all material respects with the Leases and all existing easements, covenants,
conditions, restrictions and other encumbrances affecting any Property;

                  (l)      On the Closing Date, Seller shall deliver to Buyer an
environmental insurance policy with respect to the Property on the terms set
forth in EXHIBIT O attached to this Agreement;


                                    Page 17
<PAGE>

                  (m)      During the Contract Period, Seller shall use
reasonable efforts to provide Buyer with copies of any written notices received
by Seller during the Contract Period, which notices relate to matters described
in Section 4.1;

                  (n)      During the Contract Period, Seller shall notify Buyer
of any litigation filed against Seller or concerning any of the Properties
during the Contract Period within a reasonable period of time after Seller is
made aware of such litigation and EXHIBIT E shall be revised to include such
litigation;

                  (o)      Seller will cooperate with Deloitte & Touche ("D&T"),
acting as auditors for Buyer, in connection with an audit of 1999 and 2000
combined financial statements for the Properties, including allowing D&T access
to all relevant records of Seller, access to Seller's MRI system and rendering
such other assistance as is reasonable, which audit will begin after the
Effective Date and conclude within 75 days after Closing; provided that Buyer
shall pay all fees and expenses charged by D&T for such audit; .

                  (p)      During the Contract Period, in cooperation with
Buyer, Seller shall use commercially reasonable efforts to obtain from the City
of Sacramento evidence satisfactory to Buyer, in the exercise of its reasonable
judgment, that the fact that a building is built over the lot line in Discovery
Plaza property is not a violation of any zoning, building, subdivision, or other
law, ordinance, rule, or regulation and that there will be no prohibition
against rebuilding the building in the same location. Notwithstanding the
foregoing, Buyer shall have no right to terminate this Agreement or to seek a
reduction in the Purchase Price in the event that the City of Sacramento is not
willing to provide such evidence to Buyer.

         SECTION 4.3       Buyer's Warranties and Representations.

         Buyer hereby represents and warrants to Seller that the following are
true as of the date of this Agreement:

                  (a)      Buyer is a duly formed and validly existing limited
partnership under the law of the state of its formation and is (or on the
Closing Date will be) in good standing under the laws of the states where each
Property is located and Buyer has the full right, authority and power to enter
into this Agreement, to consummate the transactions contemplated herein and to
perform its obligations hereunder and under those documents and instruments to
be executed by it at the Closing, and each of the individuals executing this
Agreement on behalf of Buyer is authorized to do so, and this Agreement
constitutes a valid and legally binding obligation of Buyer enforceable against
Buyer in accordance with its terms.

                  (b)      Buyer's execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby and the performance of
Buyer's obligations under the instruments required to be delivered by Buyer at
the Closing, do not and will not result in any material violation of, or
material default under, any term or provision of any agreement, instrument,
mortgage, loan agreement or similar document to which Buyer is a party or by
which Buyer is bound.


                                    Page 18
<PAGE>

                  (c)      There is no litigation, investigation or proceeding
pending or, to the best knowledge of Stanford Alexander, Chairman, Martin
Debrovner, Vice Chairman, or Drew Alexander, President of the General Partner of
Buyer, contemplated or threatened against Buyer which would impair or adversely
affect Buyer's ability to perform its obligations under this Agreement or any
other instrument or document related hereto.

         SECTION 4.4       SURVIVAL/LIMITATIONS.

                  (a)      Subject to subsection (b) below, the parties agree
that Seller's warranties and representations contained in Sections 4.1 of this
Agreement shall survive Buyer's purchase of the Properties and the Closing Date
for a period ending one year following the Closing Date (the "Limitation
Period"). Such termination as of the close of the Limitation Period shall apply
to known as well as unknown breaches of such warranties or representations.
Subject to subsection (b) below, Buyer's waiver and release set forth in Section
2.4 shall apply fully to liabilities under such representations and warranties
not set forth in a Claim Notice as described below. Buyer specifically
acknowledges that such termination of liability represents a material element of
the consideration to Seller.

                  (b)      Any claim of Buyer based upon a breach of any
representation or warranty or covenant or a claim under any indemnity contained
in this Agreement or any representation, warranty, covenant or indemnity
contained in any other document or instrument delivered by Seller to Buyer at
Closing (collectively a "Breach") shall be expressed, if at all, in writing
setting forth in reasonable detail the basis and character of the claim (a
"Claim Notice"), and must be delivered to Seller prior to the expiration of the
applicable Limitation Period. Notwithstanding the foregoing, Buyer's right to
make and recover any claim pursuant to a Claim Notice shall be subject to the
following: (i) with respect to a Breach of Seller's representations and
warranties contained in this Agreement or a Breach under an indemnity contained
in the Assignment of Intangibles or the Assignment of Leases (as such terms are
defined in Section 6.1(a) below), Buyer shall not make any claim on account of
such Breach unless and until the aggregate measure of such claims with respect
to the Property exceeds $500,000, in which event Buyer's claims shall be limited
to an amount equal to the amount by which such aggregate claims exceed such
$500,000 threshold and (ii) Seller's aggregate liability for claims arising out
of all Breaches (i.e., those described in clause (i) above as well as all other
Breaches) shall not, in the aggregate, exceed $5,000,000.00 exclusive of the
amounts of any insurance proceeds actually received by Seller which are to be
applied to Breaches, and (iii) Buyer shall have no right to deliver a Claim
Notice with respect to a Breach of a representation and warranty of Seller
contained in this Agreement to the extent that Buyer had knowledge of such
Breach as of the Closing Date. Notwithstanding anything to the contrary provided
in this Agreement, in no event shall Seller be liable to Buyer for any
consequential or punitive damages based upon any breach of this Agreement,
including breaches of representation or warranty. Subject to applicable
principles of fraudulent conveyance, in no event shall Buyer seek satisfaction
for any obligation from any shareholders, officers, directors, employees,
agents, legal representatives, successors or assigns of such trustees or
beneficiaries, nor shall any such person or entity have any personal liability
for any such obligations of Seller. Provided, however, that the limitations set
forth in this Section 4.4(b) shall not apply in the event of fraud.


                                    Page 19
<PAGE>

                  (c)      Seller shall have a period of 30 days within which to
cure a Breach for which a Claim Notice has been received, or, if such Breach
cannot reasonably be cured within 30 days, an additional reasonable time period
of up to an additional 60 days (for a total of 90 days), so long as such cure
has been commenced within such 30 days and is at all times diligently pursued.
If the Breach is not cured after actual written notice and within such cure
period, Buyer's sole remedy shall be an action at law for damages against
Seller, which must be commenced with respect to a Breach of a representation or
warranty contained in this Agreement or a Breach of a covenant contained in
Section 4.2 hereof, if at all, within fifteen (15) months after the Closing
Date. The existence or pendency of such cure rights shall not delay the Closing
Date. The provisions of this Section 4.4 shall survive the Closing or any
termination of this Agreement.

         SECTION 4.5       OPERATING RECORDS

         Each party agrees to make available to the other party from time to
time, but not more frequently than quarterly, upon reasonable notice, for a
period of two years following the Closing Date, such party's operating records
for the Properties, to the extent such party has operating records, in order to
permit the requesting party to prepare such historical financial statements for
the Properties as such party requires to satisfy legal or contractual
obligations. The party making its operating records available shall have no
obligation to prepare any operating statements or incur any expense in
connection with the provisions of this Section. Seller shall not be obligated to
retain operating records or make such operating records available to Buyer to
the extent such records have been delivered to Buyer.

         SECTION 4.6       SELLER'S EMPLOYEES.

         During the Contract Period, Buyer shall have the right to discuss with
any officer, director, employee or agent of Seller or any of Seller's affiliates
the possibility of such person's becoming an officer, director, employee or
agent of Buyer or an affiliate of Buyer prior to or after the Closing.


                                    ARTICLE 5
                                DEPOSIT; DEFAULT

         SECTION 5.1       BUYER'S DEFAULT & DEPOSIT. Buyer shall deliver the
Deposit as required under Section 2.2. In the event that this transaction is
consummated as contemplated by this Agreement, then the entire amount of the
Deposit, together with any interest accrued thereon, shall be credited against
the Purchase Price. The entire amount of the Deposit, together with any interest
accrued thereon, shall be returned immediately to Buyer in the event that the
transaction fails to close due to termination of this Agreement pursuant to
Section 5.2 or Section 3.2. BUYER ACKNOWLEDGES THAT THE CLOSING OF THE SALE OF
THE PROPERTIES TO BUYER, ON THE TERMS AND CONDITIONS AND WITHIN THE TIME PERIOD
SET FORTH IN THIS AGREEMENT, IS MATERIAL TO SELLER. BUYER ALSO ACKNOWLEDGES THAT
SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IF SUCH TRANSACTION IS NOT SO
CONSUMMATED DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER FURTHER
ACKNOWLEDGES THAT, AS OF THE DATE OF THIS AGREEMENT, SELLER'S DAMAGES WOULD BE
EXTREMELY


                                    Page 20
<PAGE>

DIFFICULT OR IMPOSSIBLE TO COMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE
ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MARKET FOR REAL ESTATE
AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE
VALUE AND MARKETABILITY OF THE PROPERTIES. IN LIGHT OF THE FOREGOING AND ALL OF
THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS TRANSACTION, AND FOLLOWING
NEGOTIATIONS BETWEEN THE PARTIES, BUYER AND SELLER AGREE THAT THE AMOUNT OF THE
DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WOULD
SUFFER BY REASON OF BUYER'S DEFAULT HEREUNDER. ACCORDINGLY, BUYER AND SELLER
HEREBY AGREE THAT, IN THE EVENT OF SUCH DEFAULT BY BUYER UNDER THIS AGREEMENT,
SELLER MAY TERMINATE THIS AGREEMENT BY GIVING NOTICE TO BUYER AND TITLE COMPANY.
IN THE EVENT OF SUCH TERMINATION, SELLER SHALL RETAIN THE DEPOSIT AS LIQUIDATED
DAMAGES IN LIEU OF ANY OTHER CLAIM SELLER MAY HAVE AT LAW OR IN EQUITY
(INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE) ARISING BY REASON OF
BUYER'S DEFAULT. THE PARTIES HAVE INITIALED THIS SECTION 5.1 TO ESTABLISH THEIR
INTENT SO TO LIQUIDATE DAMAGES.


Seller's                            Buyer's
Initials:  /s/ S.V.                 Initials: /s/ A.M.A
          --------------------------          ----------------------


This Section 5.1 is intended only to liquidate and limit Seller's rights to
damages arising due to Buyer's failure to purchase the Properties and shall not
limit the indemnification or other obligations of Buyer pursuant to (A) any
other documents delivered pursuant to this Agreement or (B) Sections 2.4(e), 7.2
and 7.8 of this Agreement.

         SECTION 5.2       SELLER'S DEFAULT. If (a) the conditions precedent set
forth in Section 3.1(b) shall have been satisfied or waived and (b) Seller shall
refuse to perform its material closing obligations under this Agreement (e.g.,
by refusing to convey the Properties to Buyer at Closing), then Buyer's sole and
exclusive remedy shall be either (i) to receive (a) a return of the Deposit in
the event Seller refuses to perform its material closing obligations with
respect to the Properties plus all accrued interest plus (b) the additional sum
of $5,000,000.00 as liquidated damages. In connection with such liquidated
damage amount, SELLER ACKNOWLEDGES THAT THE CLOSING OF THE SALE OF THE
PROPERTIES TO SELLER, ON THE TERMS AND CONDITIONS AND WITHIN THE TIME PERIOD SET
FORTH IN THIS AGREEMENT, IS MATERIAL TO BUYER. SELLER ALSO ACKNOWLEDGES THAT
SUBSTANTIAL DAMAGES WILL BE SUFFERED BY BUYER IF SUCH TRANSACTION IS NOT SO
CONSUMMATED DUE TO SELLER'S DEFAULT UNDER THIS AGREEMENT. SELLER FURTHER
ACKNOWLEDGES THAT, AS OF THE DATE OF THIS AGREEMENT, BUYER'S DAMAGES WOULD BE
EXTREMELY DIFFICULT OR IMPOSSIBLE TO COMPUTE IN LIGHT OF THE UNPREDICTABLE STATE
OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MARKET FOR REAL
ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY
AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTIES. IN


                                    Page 21
<PAGE>

LIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING
THIS TRANSACTION, AND FOLLOWING NEGOTIATIONS BETWEEN THE PARTIES, SELLER AND
BUYER AGREE THAT $5,000,000.00 REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES
WHICH BUYER WOULD SUFFER BY REASON OF SELLER'S DEFAULT HEREUNDER IF BUYER DOES
NOT ELECT TO ENFORCE SPECIFIC PERFORMANCE. ACCORDINGLY, SELLER AND BUYER HEREBY
AGREE THAT, IN THE EVENT OF SUCH DEFAULT BY SELLER UNDER THIS AGREEMENT, BUYER
MAY TERMINATE THIS AGREEMENT BY GIVING NOTICE TO SELLER AND TITLE COMPANY AND IN
THE EVENT OF SUCH TERMINATION, BUYER SHALL RECEIVE A REFUND OF THE DEPOSIT AND
ALSO RECEIVE FROM SELLER THE SUM OF $5,000,000.00 AS LIQUIDATED DAMAGES.


Seller's                            Buyer's
Initials:  /s/ S.V.                 Initials: /s/ A.M.A
          --------------------------          ----------------------


or (ii) to pursue an action for specific performance, provided, that
notwithstanding anything to the contrary contained herein, Buyer's right to
pursue an action for specific performance is expressly conditioned on Buyer not
being in default hereunder. Nothing contained in this Section 5.2 is intended to
limit Buyer's rights under Sections 7.2 and 7.8 of this Agreement.

         It is expressly understood and agreed that Seller shall become
obligated to pay the aforesaid liquidated damage amount only if Seller shall
refuse to perform its material closing obligations under this Agreement, e.g.,
by refusing to convey the Properties to Buyer at Closing upon Buyer's tender of
the cash portion of the Purchase Price.


                                    ARTICLE 6
                                     CLOSING

         SECTION 6.1       ESCROW ARRANGEMENTS. Escrow for the purchase and sale
contemplated by this Agreement shall be opened by Buyer and Seller with Title
Company. At least one business day prior to the Closing Date, Seller and Buyer
shall each deliver escrow instructions to Title Company consistent with this
Article 6, and designating Title Company as the "Reporting Person" for the
transaction pursuant to Section 6045(e) of the Code. By signing below, Title
Company agrees to act as the "Reporting Person" for the transaction pursuant to
Section 6045(e) of the Code and to complete and file with the IRS Forms 1099-S
(and furnish Buyer and Seller with copies thereof) on or before the due date
therefor. In addition, the parties shall deposit in escrow, at least one
business day prior to the Closing Date (unless otherwise provided below in this
Section 6.1) the funds and documents described below:

                  (a)      Seller shall deposit (or cause to be deposited):

                           (i)      a duly executed and acknowledged deed
                                    pertaining to the Real Property portion of
                                    each of the Properties, each in the form
                                    attached to this Agreement as EXHIBIT D-1
                                    (collectively, the


                                    Page 22
<PAGE>

                                    "Deeds"), and an assignment of ground lease
                                    with respect to the Discovery Plaza Property
                                    in the form attached to this Agreement as
                                    EXHIBIT D-5 (the "Ground Lease Assignment");

                           (ii)     a duly executed bill of sale pertaining to
                                    the Personal Property portion of each of the
                                    Properties, each in the form attached to
                                    this Agreement as EXHIBIT D-2 (collectively,
                                    the "Bills of Sale");

                           (iii)    a duly executed counterpart assignment and
                                    assumption pertaining to the Intangible
                                    Property portion of each of the Properties,
                                    each in the form attached to this Agreement
                                    as EXHIBIT D-3 (collectively, the
                                    "Assignments of Intangibles");

                           (iv)     a duly executed counterpart assignment and
                                    assumption pertaining to the Leases, each in
                                    the form attached to this Agreement as
                                    EXHIBIT D-4 (collectively, the "Assignments
                                    of Leases");

                           (v)      a certificate from Seller certifying the
                                    information required by any of the states in
                                    which any of the Properties are located to
                                    establish that the transaction contemplated
                                    by this Agreement is exempt from the tax
                                    withholding requirements of such states (the
                                    "State Certificates");

                           (vi)     a certificate from Seller certifying the
                                    information required by 1445 of the Code to
                                    establish, for the purposes of avoiding
                                    Buyer's tax withholding obligations, that
                                    Seller is not a "foreign person" as defined
                                    in 1445(f)(3) of the Code (the "FIRPTA
                                    Certificate");

                           (vii)    a letter executed by Seller and, if
                                    applicable, its management agent and the
                                    Buyer, in form and substance satisfactory to
                                    Buyer, addressed to all tenants of each
                                    respective Property, notifying all such
                                    tenants of the transfer of ownership of the
                                    Property and directing payment of all rents
                                    accruing after the Closing Date to be made
                                    to Buyer or such other party as Buyer
                                    directs (the "Tenant Notices");

                           (viii)   to the extent not previously delivered to
                                    Buyer and in Buyer's possession or under its
                                    control, originals of any of the Contracts,
                                    Leases, licenses, approvals, plans,
                                    specifications, warranties, other Intangible
                                    Property and other books and records
                                    relating to the ownership and operation of
                                    the Property (or if the original is not in
                                    the Seller's possession or control, copies
                                    thereof certified by Seller to be true,
                                    correct and complete copies to the extent in
                                    Seller's possession or control);

                           (ix)     an updated Rent Roll for each Property in
                                    the same format as was used for the Rent
                                    Rolls attached hereto as EXHIBIT C-1 or in
                                    such


                                    Page 23
<PAGE>

                                    other format as is reasonably acceptable to
                                    Buyer dated no later than five (5) days
                                    prior to Closing;

                           (x)      subject to the provisions of Section 2.5,
                                    such affidavits as may be reasonably and
                                    customarily required by the Title Company to
                                    issue the Buyer's Title Policies in the form
                                    required hereby (including, without
                                    limitation, without exception for
                                    parties-in-possession (other than tenants
                                    under the Leases) or mechanics' or
                                    materialmen's liens which are to be
                                    satisfied by Seller pursuant to Section 2.5)
                                    together with such other documents
                                    reasonably required by the Title Company for
                                    Seller to comply with the obligations under
                                    Section 2.5;

                           (xi)     evidence reasonably satisfactory to the
                                    Title Company as to the legal existence and
                                    authority of the Seller and the authority
                                    and incumbency of the persons signing
                                    documents on behalf of the Seller;

                           (xii)    duly executed documentation required by the
                                    Lender and acceptable to Seller evidencing
                                    that Buyer has accepted the conveyance of
                                    the Properties subject to the Note and other
                                    Loan Documents and the release of Seller and
                                    its affiliates from all obligations under
                                    the Note and Loan Documents arising from and
                                    after Closing (the "Loan Assignment and
                                    Release Documents");

                           (xiii)   A duly executed assignment assigning to
                                    Buyer all reserve accounts established
                                    pursuant to that certain Cash Collateral
                                    Account Agreement between LaSalle National
                                    Bank, Seller and Lender, including, without
                                    limitation, escrow accounts for property
                                    taxes, property insurance and deferred
                                    maintenance in the form attached to this
                                    Agreement as EXHIBIT D-6;

                           (xiv)    Documents which are effective to transfer
                                    from Seller to Buyer all authority with
                                    respect to the lock-box account used in
                                    connection with the Loan; and

                            (xv)    such other documents and instruments as may
                                    be required by any other provision of this
                                    Agreement or as may reasonably be required
                                    by Title Company or otherwise to carry out
                                    the terms and intent of this Agreement.

In addition, Seller shall deliver to Buyer on the Closing Date, outside of
escrow, to the extent in Seller's possession or control, the originals of all
Leases, Contracts and tenant files and all keys to the Properties.


                                    Page 24
<PAGE>

                  (b)      Buyer shall deposit:

                           (i)      on the Closing Date, immediately available
                                    funds sufficient to pay the balance of the
                                    Purchase Price, plus sufficient additional
                                    cash to pay Buyer's share of all escrow
                                    costs and closing expenses;

                           (ii)     a duly executed counterpart for each of the
                                    Assignments of Intangibles, Ground Lease
                                    Assignment, the Loan Assignment and Release
                                    Documents, Assignments of Leases (and Tenant
                                    Notices where required);

                           (iii)    a certificate duly executed by Buyer in
                                    favor of Seller confirming the waivers and
                                    acknowledgments set forth in Sections 2.5
                                    and 4.4 above;

                           (iv)     evidence reasonably satisfactory to Title
                                    Company as to the legal existence and
                                    authority of the Buyer and the authority and
                                    incumbency of the persons signing documents
                                    on behalf of the Buyer; and

                           (v)      Such other documents and instruments as may
                                    be required by any other provision of this
                                    Agreement or as may reasonably be required
                                    by Title Company or otherwise to carry out
                                    the terms and intent of this Agreement.

         SECTION 6.2       TITLE.  Title Company shall close escrow on the
                           Closing Date by:

                  (a)      recording the Deeds and Ground Lease Assignment;

                  (b)      issuing the Buyer's Title Policies to Buyer pursuant
to Section 3.1(a)(i) above;

                  (c)      delivering to Buyer originals of the Bills of Sale,
the FIRPTA Certificate, the State Certificates, executed counterparts of each of
the Assignments of Intangibles, Assignments of Leases, the Loan Assignment and
Release Documents, and all of the other documents in escrow under Section
6.1(a);

                  (d)      delivering to Seller (i) a counterpart for each of
the Assignments of Intangibles, the Assignments of Leases and the Loan
Assignment and Release Documents executed by Buyer, (ii) the certificate
described in Section 6.1(b)(iii) above, and (iii) funds in the amount of One
Hundred Forty-Five Million Five Hundred Thousand Dollars ($145,500,000), as
adjusted for credits, adjustments, prorations and closing costs in accordance
with this Agreement and as allocated pursuant to this Agreement (upon which
allocation Title Company shall have the right to conclusively rely); and

                  (e)      if directed by the parties, delivering the Tenant
Notices to the tenants by certified mail, return receipt requested.


                                    Page 25
<PAGE>

         SECTION 6.3       PRORATIONS.

                  (a)      Taxes. Real estate taxes, personal property taxes and
any general or special assessments with respect to the Properties which are not
the direct payment obligation of tenants pursuant to the Leases (as opposed to a
reimbursement obligation) shall be prorated as of the Closing Date -- to the end
that Seller shall be responsible for all taxes and assessments that are
allocable to any period prior to the Closing Date and Buyer shall be responsible
for all taxes and assessments that are allocable to any period from and after
the Closing Date. To the extent any real or personal property taxes subject to
apportionment in accordance with the foregoing are, as of the Closing Date, the
subject of any appeal filed by or on behalf of Seller, then notwithstanding
anything to the contrary contained in this subparagraph, (i) no apportionment of
the taxes being appealed shall occur at the Closing, but instead such
apportionment shall be deferred until the outcome of the appeal is final and the
amount of taxes owing becomes fixed at which time Seller shall be responsible
for all such taxes that are allocable to any period prior to the Closing Date
and Buyer shall be responsible for all such taxes that are allocable to any
period from and after the Closing Date, and (ii) Seller shall provide Buyer with
adequate security, either in the form of a bond or by escrowing the amounts
being appealed, to assure Buyer that Seller's portion of such tax liability,
including any penalty, will be available. To the extent any taxes which are the
subject of an appeal have been paid by Seller under protest and the appeal
results in Buyer receiving a credit toward future tax liability or a refund,
then Buyer shall, within thirty (30) days following receipt of such refund or
notice of such credit, pay to Seller the full amount of such refund or credit
allocable to the period prior to the Closing Date, excluding, however, any
portion of such refund or credit that is required to be passed through to the
tenants pursuant to any Leases or to other parties by contract (existing on the
Closing Date).

                  (b)      Prepaid Expenses. Buyer shall be charged for those
prepaid expenses paid by Seller allocable to any period from and after the
Closing Date, including, without limitation, annual permit and confirmation
fees, fees for licenses and all security or other deposits paid by Seller to
third parties which Buyer elects to assume and to which Buyer then shall be
entitled to the benefits and refund following the Closing Date.

                  (c)      Property Income and Expense. The following prorations
and adjustments shall occur as of the Closing. Prior to the Closing Date, Seller
shall provide all information to Buyer required to calculate such prorations and
adjustments, and representatives of Buyer and Seller shall together make such
calculations:

                           (i)      General. Subject to the specific provisions
                                    of clauses (ii), (iii) and (iv) below,
                                    income and expense shall be prorated on the
                                    basis of a 30-day month and on a cash basis
                                    (except for items of income and expense that
                                    are payable less frequently than monthly,
                                    which shall be prorated on an accrual
                                    basis). All such items attributable to the
                                    period prior to the Closing Date shall be
                                    allocated to Seller; all such items
                                    attributable to the period on and following
                                    the Closing Date shall be allocated to
                                    Buyer. Buyer shall be credited in escrow
                                    with (a) any portion of rental agreement or
                                    lease deposits which are refundable to the
                                    tenants and have not been applied to
                                    outstanding tenant obligations in accordance
                                    with the terms of the


                                    Page 26
<PAGE>

                                    applicable Lease and (b) rent prepaid beyond
                                    the Closing Date. Seller shall transfer
                                    Seller's entire interest in any letters of
                                    credit or certificates of deposit held by
                                    Seller as the deposits described in clause
                                    (a) above and shall diligently cooperate
                                    with Buyer in obtaining any reissuance or
                                    confirmation of the effect of the transfer
                                    of such instruments. Buyer shall not be
                                    entitled to any interest on rental agreement
                                    or lease deposits or prepaid rent accrued on
                                    or before the Closing Date, except to the
                                    extent any such amount of interest is
                                    refundable or payable to any tenant under a
                                    Lease or applicable law. Seller shall be
                                    credited in escrow with any prepaid rent
                                    under the Discovery Plaza ground lease, any
                                    impounds or escrow accounts held by the
                                    Lender or by LaSalle National Bank, as
                                    confirmed by Lender or LaSalle National
                                    Bank, as applicable, and any refundable
                                    deposits or bonds held by any utility,
                                    governmental agency or service contractor,
                                    to the extent such deposits or bonds are
                                    assigned to Buyer on the Closing Date. If
                                    Lender or LaSalle National Bank has not
                                    confirmed the aforesaid amounts on or before
                                    the Closing Date, such credit will be given
                                    to Seller within five (5) business days
                                    after such amounts are so confirmed.

                           (ii)     Leasing Costs. Buyer shall be credited in
                                    escrow with any leasing commissions, tenant
                                    improvements or other allowances to be paid
                                    by Buyer on or after the Closing Date with
                                    respect to the current term of any Relevant
                                    Lease (as defined in Paragraph 3 of Exhibit
                                    F) or Relevant Lease modification executed,
                                    or any extension term or expansion of
                                    premises exercised, in each case, shown on
                                    the Rent Rolls attached hereto as EXHIBIT
                                    C-1, and Seller shall pay on or before the
                                    Closing Date all such items payable prior to
                                    the Closing Date. Seller shall be credited
                                    in escrow with an amount equal to (A) the
                                    amount of any leasing commissions, tenant
                                    improvements and other allowances paid by
                                    Seller after the Effective Date to the
                                    extent such items relate to new Leases or
                                    Lease modifications executed or extensions
                                    of terms or expansions of premises that are
                                    not shown on the Rent Rolls attached hereto
                                    as EXHIBIT C-1 and permitted under the terms
                                    of this Agreement, multiplied by (B) a
                                    fraction in which the numerator is the
                                    number of months or partial months of the
                                    stabilized term (i.e., the term following
                                    the tenant's entry into occupancy and
                                    commencement of unabated rental obligations)
                                    of any such Lease following the Closing Date
                                    and the denominator is the number of months
                                    or partial months in the stabilized term of
                                    such Lease. Buyer shall assume all
                                    obligations for any leasing commissions,
                                    tenant improvement or other allowances
                                    payable following the Closing Date with
                                    respect to Leases or Lease modifications
                                    executed or extensions of terms or
                                    expansions of premises that are not shown


                                    Page 27
<PAGE>

                                    on the Rent Rolls attached hereto as EXHIBIT
                                    C-1 and which are permitted under the terms
                                    of this Agreement. Any expenditures or
                                    commitments to expenditures relating to
                                    Leases or modifications or extensions of
                                    terms or expansions of premises, in excess
                                    of the amounts budgeted and approved as part
                                    of Buyer's approval of the Lease (where such
                                    approval is required) shall be subject to
                                    Buyer's specific approval, which shall not
                                    be unreasonably withheld and shall be deemed
                                    given if Buyer should fail to approve or
                                    disapprove such excess expenditure within
                                    five (5) business days following Seller's
                                    written request and delivery of material
                                    information reasonably necessary to allow
                                    Buyer to make an informed decision.

                           (iii)    Rents. Rents (including both minimum rent
                                    and Additional Rent, as herein defined)
                                    payable by tenants under the Leases (other
                                    than delinquent rents), shall be prorated as
                                    and when collected (whether such collection
                                    occurs prior to, on, or after the Closing
                                    Date). Buyer shall receive a credit for the
                                    amounts actually received by Seller (i.e.,
                                    landlord) before the Closing Date and which
                                    pertain to any period after the Closing
                                    Date. Buyer shall not receive a credit at
                                    the Closing for any rents for the month in
                                    which the Closing occurs which are in
                                    arrears and have not then been received. As
                                    to any tenants who are delinquent in the
                                    payment of rent on the Closing Date, Seller
                                    shall be permitted to use reasonable efforts
                                    (but shall not be permitted to commence
                                    legal action or terminate or evict a tenant)
                                    to collect or cause to be collected such
                                    delinquent rents following the Closing Date.
                                    Any and all rents so collected by either
                                    party following the Closing (less a
                                    deduction for all reasonable collection
                                    costs and expenses incurred by the
                                    collecting party) shall be successively
                                    applied (after deduction for reasonable
                                    collection costs) to the payment of (x) rent
                                    due and payable for the month in which the
                                    Closing occurs, (y) rent due and payable for
                                    the months succeeding the month in which the
                                    Closing occurs (through and including the
                                    month in which payment is made) and (z) rent
                                    due and payable for the months preceding the
                                    month in which the Closing occurs. If all or
                                    part of any rents or other charges received
                                    by Buyer following the Closing are allocable
                                    to Seller pursuant to the foregoing
                                    sentence, then such sums shall be promptly
                                    paid to Seller; if all or part of any rents
                                    or other charges received by Seller
                                    following the Closing are allocable to Buyer
                                    pursuant to the foregoing sentence, then
                                    such sums shall be promptly paid to Buyer.
                                    Seller reserves the right to pursue any
                                    damages remedy Seller may have against any
                                    tenant with respect to such delinquent
                                    rents, but shall have no right to exercise
                                    any other remedy under the Lease (including,
                                    without limitation, termination or
                                    eviction).


                                    Page 28
<PAGE>

                           (iv)     Additional Rents. Any percentage rent,
                                    escalation charges for real estate taxes,
                                    parking charges, operating and maintenance
                                    expenses, pass-throughs for roof, parking
                                    area and other capital asset replacements
                                    (including amortization payments),
                                    escalation rents or charges, electricity
                                    charges, cost of living increases or any
                                    other charges of a similar nature other than
                                    fixed or base rent under the Leases
                                    (collectively, the "Additional Rents") shall
                                    be prorated as of the Closing Date between
                                    Buyer and Seller proration payments to be
                                    made on or before the date which is ninety
                                    (90) days following the end of the calendar
                                    year in which the Closing occurs based on
                                    the actual number of days of the year and
                                    month which shall have elapsed as of the
                                    Closing Date. Prior to Closing, Seller shall
                                    provide Buyer on an estimated basis with
                                    information regarding Additional Rents which
                                    were received by Seller prior to Closing and
                                    the amount of reimbursable expenses paid by
                                    Seller prior to Closing. If Seller's
                                    collections of such amounts is in excess of
                                    the amounts actually paid by Seller for such
                                    items for the period prior to Closing, then
                                    Buyer shall receive a credit at Closing for
                                    the excess amounts collected. Buyer shall
                                    apply all such excess amounts to the charges
                                    owed by Buyer for such items for the period
                                    after the Closing and, if required by the
                                    Leases, shall rebate or credit the tenants
                                    with any remainder. If it is determined that
                                    the amount collected during Seller's
                                    ownership period was less than the amounts
                                    actually paid by Seller for such items for
                                    the period prior to the Closing, then the
                                    collection and remitting of such amounts
                                    shall be governed by the provisions of
                                    subsection (iii) above regarding the
                                    post-closing application of rents. With
                                    respect to reimbursable expenses paid by
                                    Seller prior to Closing, but not billed to
                                    tenants prior to Closing, Seller will
                                    provide to Buyer all relevant information
                                    including supporting documentation and
                                    Seller's calculation of the amount to be
                                    billed to each tenant. On or before the date
                                    which is ninety (90) days following the end
                                    of the calendar year in which the Closing
                                    occurs, Buyer shall deliver to Seller a
                                    reconciliation of all expenses reimbursable
                                    by tenants under the Leases, and the amount
                                    of Additional Rents received by Seller and
                                    Buyer relating thereto (the
                                    "Reconciliation"). Upon reasonable notice
                                    and during normal business hours, each party
                                    shall make available to the other all
                                    information reasonably required to confirm
                                    the Reconciliation. In the event of any
                                    overpayment of Additional Rents by the
                                    tenants to Seller, Seller shall promptly,
                                    but in no event later than fifteen (15) days
                                    after receipt of the Reconciliation, pay to
                                    Buyer the amount of such overpayment and
                                    Buyer, as the landlord under the particular
                                    Leases, shall pay or credit to each
                                    applicable tenant the amount of such
                                    overpayment. In the event of an underpayment
                                    of Additional Rents by the tenants to
                                    Seller, Buyer shall pay to Seller the amount


                                    Page 29
<PAGE>

                                    of such underpayment within fifteen (15)
                                    days following Buyer's receipt of any such
                                    amounts from the tenants.

                  (d)      Adjustments to Prorations. Subject to Section 6.3(a)
and 6.3(c)(iv) above, after the Closing, the parties shall from time to time, as
soon as is practicable after accurate information becomes available and in any
event within one (1) year following the Closing Date, recalculate and
reapportion any of the items subject to proration or apportionment (i) which
were not prorated and apportioned at the Closing because of the unavailability
of the information necessary to compute such proration, or (ii) which were
prorated or apportioned at the Closing based upon estimated or incomplete
information, or (iii) for which any errors or omissions in computing prorations
at the Closing are discovered subsequent thereto, and thereafter the proper
party shall be reimbursed based on the results of such recalculation and
reapportionment. Unless otherwise specified herein, all such reimbursements
shall be made on or before thirty (30) days after receipt of notice of the
amount due. Any such reimbursements not timely paid shall bear interest at a per
annum rate equal to ten percent (10%) from the due date until all such unpaid
sums together with all interest accrued thereon are paid if payment is not made
within ten (10) days after receipt of a bill therefor.

                  (e)      Prior Year's Reconciliation. If the Closing occurs
before Seller has performed the annual reconciliation of Additional Rent for the
calendar year immediately preceding the calendar year in which the Closing
occurs, then Seller shall, as soon as practicable after Closing, perform such
reconciliation at its sole cost and expense. Upon completion of such annual
reconciliation, Seller shall immediately deliver to Buyer a detailed description
of any Additional Rent which are payable by or reimbursable to any present
tenant (the "Prior Year Reconciliation"). The Prior Year Reconciliation shall be
accompanied by all applicable back-up documentation, together with Seller's
check for such Additional Rent which is reimbursable to a tenant. Based upon
Seller's calculations, Buyer shall send customary statements for reimbursement
of Additional Rent to tenants under the Leases based on the Prior Year
Reconciliation, and shall remit to Seller within thirty (30) days of receipt,
all sums so collected. If Seller's calculations show that Additional Rent has
been overpaid by any present tenant and Seller has submitted its check to Buyer
for such amounts, Buyer shall refund such Additional Rent to such tenant.

                  (f)      Survival. The provisions of this Section 6.3 shall
survive the Closing.

         SECTION 6.4       OTHER CLOSING COSTS.

                  (a)      Payment of the premium for the issuance of the
Buyer's Title Policies (other than that portion of the premium for obtaining an
ALTA, rather than a CLTA owner's policy of title insurance and the premium for
any endorsements to Buyer's Title Policies), i.e., for a CLTA form policy, in
the amount of the Purchase Price shall be paid by Buyer or Seller according to
custom as set forth in EXHIBIT G. Buyer shall pay the additional premium for
obtain an ALTA , rather than a CLTA, owner's policy of title insurance and the
premium for the issuance of any endorsements to Buyer's Title Policies. Seller
shall pay all county and city documentary transfer or transaction taxes or fees
due on the transfer of the Properties. All other Closing costs, except as
otherwise provided below, shall be paid by Seller and Buyer according


                                    Page 30
<PAGE>

to custom in the county in which the applicable Property is located as set forth
on EXHIBIT G attached hereto.

                  (b)      Seller shall pay 50% of any escrow or other costs
charged by or reimbursable to the Title Company.

                  (c)      Buyer shall pay 50% of any escrow or other costs
charged by or reimbursable to the Title Company.

                  (d)      Seller shall pay Loan transfer fees.

         SECTION 6.5       FURTHER DOCUMENTATION. At or following the close of
escrow, Buyer and Seller shall execute any certificate, memoranda, assignment or
other instruments required by this Agreement, law or local custom or otherwise
reasonably requested by the other party to effect the transactions contemplated
by this Agreement and shall take such other actions (but at no material cost or
expense) as are reasonably requested by the other party to effect the
transactions contemplated by this Agreement.

                                    ARTICLE 7
                                  MISCELLANEOUS

         SECTION 7.1       DAMAGE OR DESTRUCTION. If at any time prior to the
Closing, Seller determines that any of the Properties has been destroyed or
damaged by earthquake, flood or other casualty and that such damage will require
more than $750,000 for any one Property or more than $2,000,000 in the aggregate
for all Properties, (a "Casualty"), or if a proceeding is instituted for the
taking of all or any material portion of any of the Properties under the power
of eminent domain (a "Taking"), then Buyer shall have the right by giving
written notice to Seller and Title Company within fifteen (15) days after the
date of receipt of written notice of any such Casualty or Taking, either to: (i)
consummate the purchase of all of the Properties in accordance with this
Agreement, in which event Seller shall assign to Buyer at the Closing (A) any
insurance proceeds payable to Seller on account of such Casualty (excluding
rental income insurance proceeds allocable to the period prior to Closing) or
(B) any award payable to Seller by reason of the Taking (excluding any award for
a temporary taking to the extent allocable to the period prior to Closing), as
the case may be; or (ii) terminate this Agreement effective as of the date such
notice of termination is given. If Buyer fails to give such notice within such
15-day period, then Buyer shall be deemed to have elected to terminate this
Agreement pursuant to this Section 7.1. The Closing Date shall be deferred, if
necessary, to permit Buyer to have the 15-day period following receipt of notice
of a Casualty or a Taking to make the election specified hereinabove. If Buyer
terminates this Agreement pursuant to this Section 7.1, then the Deposit shall
be returned to Buyer, and neither Seller nor Buyer shall have any further
obligations under this Agreement, except Buyer's obligation to perform those
obligations set forth in Sections 2.4(b), 2.4(e), 7.2, and 7.8 of this
Agreement. Except as provided in Section 4.2(f), nothing herein shall be deemed
to constitute an obligation on the part of Seller to carry or maintain any
insurance of any kind whatsoever pertaining to the Property.


                                    Page 31
<PAGE>

         SECTION 7.2       FEES & COMMISSIONS. Each party to this Agreement
warrants to the other that no person or entity can properly claim a right to a
real estate or investment banker's commission, finder's fee, acquisition fee or
other brokerage-type compensation (collectively, "Real Estate Compensation")
based upon the acts of that party with respect to the transaction contemplated
by this Agreement. Each party hereby agrees to indemnify and defend the other
against and to hold the other harmless from any and all loss, cost, liability or
expense (including but not limited to attorneys' fees and returned commissions)
resulting from any claim for Real Estate Compensation by any person or entity
based upon such acts.

         SECTION 7.3       SUCCESSORS AND ASSIGNS. Prior to the Closing Date,
Buyer will assign this Agreement to a Delaware limited liability company, of
which the sole member will be a Texas limited partnership, of which Buyer
(Weingarten GS, Inc.) will be the sole general partner and two other entities,
each directly or indirectly owned by Weingarten Realty Investors, a Texas real
estate investment trust, will be the initial limited partners; provided further,
that on the Closing Date the entities owned directly or indirectly by Weingarten
Realty Investors will own not less than 25% of the interests in such limited
partnership. Except as stated in the preceding sentence, Buyer may not assign
any of Buyer's rights or duties hereunder without the prior written consent of
Seller, which may be withheld in Seller's sole discretion.

         SECTION 7.4       NOTICES. Any notice, consent or approval (or request
for consent or approval) required or permitted to be given under this Agreement
shall be in writing and shall be given or requested by (i) hand delivery, (ii)
Federal Express or another reliable overnight courier service, (iii) facsimile
telecopy, or (iv) United States mail, registered or certified mail, postage
prepaid, return receipt required, and addressed as follows:

To Seller:

         Burnham Pacific Properties, Inc.
         100 Bush Street, Suite 2400
         San Francisco, California 94104
         Attn: Scott C. Verges
         Fax No.:  (415) 352-1711

With a copy at the same time to:

         Burnham Pacific Properties
         110 West A Street, Suite 900
         San Diego, California  92101
         Attn:  John A. Waters
         Fax No.: (619) 652-4710


                                    Page 32
<PAGE>

With a copy at the same time to:

         MBV Law LLP
         101 Vallejo Street
         San Francisco, California  94111
         Attention:  Danna Kozerski
         Fax No.:  (415) 433-6563

To Buyer:

         Weingarten GS, Ltd.
         c/o Weingarten Realty Investors
         2600 Citadel Plaza Drive, Suite 300
         Houston, Texas  77008
         Attention:  Stanford Alexander AND Drew Alexander
         Fax No.:  (713) 866-6049

With a copy at the same time to:

         Dow, Cogburn & Friedman, P.C.
         #9 Greenway Plaza, Suite 2300
         Houston, Texas  77046
         Attention:  Melvin A. Dow, K. Gregory Erwin AND Paul Easterwood
         Fax No.:  (713) 940-6099

Any such notice, consent or approval (or request for consent or approval) shall
be deemed given or requested (i) if given by hand delivery, upon such hand
delivery, (ii) one (1) business day after being deposited with Federal Express
or another reliable overnight courier service, (iii) if sent by facsimile, the
day the facsimile is successfully transmitted, or (iv) if sent by registered or
certified mail, three (3) business days after being deposited in the United
States mail. Any address or name specified above may be changed by notice given
to the addressee by the other party in accordance with this Section 7.4. The
inability to deliver because of a changed address of which no notice was given,
or rejection or other refusal to accept any notice, shall be deemed to be the
receipt of the notice as of the date of such inability to deliver or rejection
or refusal to accept. Any notice to be given by any party hereto may be given by
the counsel for such party.

         SECTION 7.5       ENTIRE AGREEMENT. Excepting this Agreement and the
attached exhibits, which are by this reference incorporated herein, and all
documents in the nature of such exhibits, when executed, contain the entire
understanding of the parties and supersede any and all other written or oral
understanding.

         SECTION 7.6       TIME.  Time is of the essence of every provision
contained in this Agreement.


                                    Page 33
<PAGE>

         SECTION 7.7       INCORPORATION BY REFERENCE. All of the exhibits
attached to this Agreement or referred to herein and all documents in the nature
of such exhibits, when executed, are by this reference incorporated in and made
a part of this Agreement.

         SECTION 7.8       ATTORNEYS' FEES. If any dispute between Buyer and
Seller should result in litigation, the prevailing party shall be reimbursed for
all reasonable costs incurred in connection with such litigation or arbitration,
including, without limitation, reasonable attorneys' fees and costs, and the
cost of experts. For purposes of this Agreement, the terms "attorneys' fees" and
"attorneys' costs" shall include the fees and expenses of counsel to the
prevailing party, which may include printing, photocopying, duplicating and
other expenses, air freight charges and fees billed for law clerks, paralegals
and other persons not admitted to the bar but performing services under the
supervision of an attorney

         SECTION 7.9       CONSTRUCTION. The parties acknowledge that each party
and its counsel have reviewed and revised this Agreement and that the normal
rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this
Agreement or any amendments or exhibits hereto.

         SECTION 7.10      GOVERNING LAW. This Agreement shall be construed and
interpreted in accordance with and shall be governed and enforced in all
respects according to the laws of the State of California (without giving effect
to conflicts of laws principles).

         SECTION 7.11      CONFIDENTIALITY. Following the full execution of this
Agreement and Buyer's delivery of the Deposit to Title Company, the parties
shall issue a joint press release with respect to this transaction, which press
release shall be in a form approved by Seller and Buyer.

         SECTION 7.12      COUNTERPARTS. This Agreement may be executed in one
or more counterparts. All counterparts so executed shall constitute one
contract, binding on all parties, even though all parties are not signatory to
the same counterpart.

         SECTION 7.13      REPRESENTATIVE. Buyer shall be entitled to rely upon
any notice, approval or decision expressed in writing by Scott C. Verges or
Daniel Platt acting alone on behalf Seller. Seller shall be entitled to rely
upon any notice, approval or decision expressed by Stanford Alexander, Martin
Debrovner or Drew Alexander acting alone or on behalf of Buyer.

         SECTION 7.14      STATE SPECIFIC PROVISIONS.

                  (a)      Buyer is hereby apprised of and shall determine
whether any Real Property is located within the coastal zone under the
California Coastal Act.

                  (b)      Buyer is hereby apprised of and shall determine
whether any Real Property is located within a special studies zone under the
Alquist-Priolo Geologic Hazard Act.

                  (c)      To the extent required by law, Seller and Buyer agree
to provide a Real Estate Transfer Disclosure Statement.

                  (d)      Seller shall provide Buyer with a form California
590-RE.


                                    Page 34
<PAGE>

                  (e)      Buyer and Seller acknowledge that Seller is
required to disclose if the Property lies within the following natural hazard
areas or zones: (1) a special flood hazard area designated by the Federal
Emergency Management Agency (Cal. Civ. Code 1102.17); (2) an area of
potential flooding (Cal. Gov. Code 8589.4); (3) a very high fire hazard
severity zone (Cal. Gov. Code 51183.5); (4) a wild land area that may contain
substantial forest fire risks and hazards (Pub. Resources Code 4136); (5) an
earthquake fault zone (Pub. Resources Code 2621.9); or (6) a seismic hazard
zone (Pub. Resources Code 2694). Buyer and Seller acknowledge that they have
employed the services of either Vista Information Solutions, Inc. or
Environmental Data Resources, Inc. (which, in such capacity is herein called
"Natural Hazard Expert") to examine the maps and other information
specifically made available to the public by government agencies for the
purpose of enabling each of Seller to fulfill its disclosure obligations with
respect to the natural hazards referred to in California Civil Code Section
1102.6c(a) and to report the result of its examination to Buyer and Seller in
writing. The written report prepared by the Natural Hazard Expert regarding
the results of its examination fully and completely discharges Seller from
their disclosure obligations referred to herein, and, for the purpose of this
Agreement, the provisions of Civil Code Section 1102.4 regarding the
non-liability of Seller for errors or omissions not within its personal
knowledge shall be deemed to apply and the Natural Hazard Expert shall be
deemed to be an expert, dealing with matters within the scope of its
expertise with respect to the examination and written report regarding the
natural hazards referred to above. In no event shall Seller have any
responsibility for matters not actually known to Seller.

         SECTION 7.15      CALCULATION OF TIME PERIODS.

         The term "business days" when used in this Agreement means all days
excluding Saturdays, Sundays, and any state or national holidays (including the
optional bank holidays listed in California Civil Code Section 7.1). All periods
of time referred to in this Agreement shall include all Saturdays, Sundays and
state and national holidays unless the period of time specifies business days.
In the computation of any period of time provided for in this Agreement or by
law, the day of the act or event from which said period of time runs shall be
excluded, and the last day of such period shall be included, unless it is not a
business day, in which case the period shall be deemed to run until the end of
the next business day.

                                    ARTICLE 8
                  RIGHTS OF FIRST REFUSAL; PROPERTY EXCLUSIONS

         SECTION 8.1       RELEVANT PROPERTIES. Reference is made to the fact
that under applicable documentation certain parties (i.e., the lessors under the
Ground Lease, a prior grantor of Southampton, and the assignee or successor of
Perrini's Meat, Inc., a tenant at 580 Marketplace) (collectively, "RFOR
Parties") may have rights to purchase the individual Property listed below or
all Properties. To the extent that Seller has not done so prior to the Effective
Date, immediately after the Effective Date Seller will send to each RFOR Party
such notices and related documentation as are appropriate to comply with
applicable provisions of the relevant documentation ("RFOR Notice") and Seller
will furnish copies of all such RFOR Notices to Buyer for Buyer's comments prior
to sending such RFOR Notices to the RFOR Parties. Buyer


                                    Page 35
<PAGE>

hereby approves the RFOR Notice previously sent by Seller with respect to 580
Marketplace, provided such RFOR Notice is also sent to the current tenant under
the relevant lease.

         SECTION 8.2       PURCHASE OF INDIVIDUAL PROPERTIES. If and to the
extent any right of first refusal applies only to an individual Property
(instead of to all Properties covered by this Agreement), the purchase price to
be stated in the RFOR Notice shall be the following amount for each relevant
individual Property listed below:

                 Discovery Plaza    $10,900,000
                 580 Marketplace    $19,400,000
                 Southampton        $21,600,000

         Seller and Buyer further agree that the respective amounts indicated
above are their agreed allocation of portions of the Purchase Price to such
individual Property. Accordingly, if any RFOR Party purchases an individual
Property as listed above, then the Purchase Price payable by Buyer to Seller for
the remaining Properties shall be reduced, in the manner set forth below, by the
portion of the total Purchase Price allocated to such individual Property as
listed above. By way of example, illustrating (but not limiting) the
applicability of the foregoing provision, if the relevant RFOR Parties purchase
Discovery Plaza but no other RFOR Party purchases any other Property, then the
Purchase Price payable by Buyer to Seller shall be reduced as follows. First,
the parties shall determine the amount of the Allocated Loan Amount (as defined
in the Loan Documents) applicable to Discovery Plaza (the "Principal Amount
Reduction"). Second, the cash portion of the Purchase Price shall be reduced by
an amount equal to $10,900,000 minus the Principal Amount Reduction. In no event
shall Buyer have any obligation with respect to defeasance of the Loan for any
of the aforesaid Properties.

         SECTION 8.3       PURCHASE OF ALL PROPERTIES. If any RFOR Party is
entitled to and properly and validly exercises its rights to purchase all
Properties, then upon the actual close of escrow of such purchase by such RFOR
Party this Agreement shall terminate, the Deposit and all interest accrued
thereon shall be paid to Buyer, and Seller shall pay to Buyer the amount
referred to in Paragraph 4 of Exhibit F.

         [NO FURTHER TEXT ON THIS PAGE; SIGNATURES FOLLOW ON NEXT PAGE]


                                    Page 36
<PAGE>

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

SELLER:

BPP/GOLDEN STATE ACQUISITIONS, L.L.C.,
a Delaware limited liability company

By:      Burnham Pacific Operating Partnership, L.P.,
         a Delaware limited partnership
Its:     Managing Member

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


                  By:  /s/ Scott Verges
                       -----------------------
                           Scott Verges
                  Its:     President and CEO


BUYER:

WEINGARTEN GS, INC.,
a Texas corporation



                  By:  /s/ Andrew M. Alexander
                       -----------------------
                           Andrew M. Alexander
                  Its:     President and CEO


                                    Page 37
<PAGE>

The undersigned party is joining this Agreement solely for the purpose of
acknowledging and agreeing to the provisions of Article V hereof and any other
provisions of this Agreement expressly applicable to Title Company.

CHICAGO TITLE COMPANY



By:    /s/ Shelva J. Molm
   -------------------------------
Name:  Shelva J. Molm
     -----------------------------
Title: Sr. Escrow Officer
       ---------------------------

       1/17/01


                                    Page 38