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Meredith Enterprises Inc · POS AM · On 12/23/97

Filed On 12/23/97 · SEC File 333-01304 · Accession Number 808420-97-19

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

12/23/97  Meredith Enterprises Inc          POS AM                 1:224                                    Associated Planner..Fund

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment                             224    575K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Arbitration of Disputes Assignor Assumptions and Limiting Conditions Bill of Sale Conclusion of Value Definition of Market Value Descriptive Section Effective Date Escrow Financial Statements and Exhibits General Assignment Grant Deed Highest and Best Use Improvement Analysis Indemnification of Directors and Officers Knox Neighborhood Analysis Non-Foreign Certificate Notes to Financial Statements Notice Opus Permitted Exceptions Project Recent Sales of Unregistered Securities Regional Map Roseville Property Sales to Special Parties Site Analysis Summary of Accounting Policies Table of Contents Tenant Tenant Lease Assignment Treatment of Proceeds from Stock Being Returned Undertakings Valuation Analysis Valuation Section West Coast Realty Investors, Inc. Pro Forma Statement of Income for the nine months ended September 30, 1997
1	1st Page
5	Item 31. Sales to Special Parties
"	Item 32. Recent Sales of Unregistered Securities
"	Item 33. Indemnification of Directors and Officers
"	Item 34. Treatment of Proceeds from Stock Being Returned
"	Item 35. Financial Statements and Exhibits
8	Roseville Property
18	Summary of Accounting Policies
20	Notes to Financial Statements
29	West Coast Realty Investors, Inc. Pro Forma Statement of Income for the nine months ended September 30, 1997
42	Item 36. Undertakings
46	Assignor
48	Effective Date
"	Project
56	Escrow
73	Arbitration of Disputes
75	Notice
86	Grant Deed
89	Bill of Sale
91	Tenant Lease Assignment
95	General Assignment
98	Non-Foreign Certificate
156	Permitted Exceptions
162	Knox
164	Opus
178	Table of Contents
"	Descriptive Section
"	Valuation Section
181	Definition of Market Value
182	Assumptions and Limiting Conditions
187	Regional Map
191	Neighborhood Analysis
"	Site Analysis
198	Improvement Analysis
201	Highest and Best Use
203	Tenant
206	Valuation Analysis
222	Conclusion of Value

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 Sponsored Ads...







As filed with the Securities and Exchange Commission on December 15, 1997 
Registration No. 333-1304 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-11 
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

WEST COAST REALTY INVESTORS, INC. 
(EXACT NAME OF REGISTRANT AS SPECIFIED IN GOVERNING INSTRUMENTS)

5933 West Century Boulevard - Ninth Floor 
Los Angeles,  California  90045 

Philip N. Gainsborough
5933 West Century Boulevard - Ninth Floor 
Los Angeles,  California  90045 
(NAME AND ADDRESS OF AGRENT FOR SERVICES) 

Copies to:
PETER R. PANCIONE, ESQ. 
Gipson Hoffman & Pancione 
1901 Avenue of the Stars, Suite 1100
Los Angeles,  California  90067 

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WEST COAST REALTY INVESTORS, INC. 

Cross Reference Sheet Pursuant to Item 1(a) 
(By reference to Regulation S-K Item 501 (b)) 

Item Number and Caption              Location in Prospectus           

1.    Forepart of Registration            Cover Page                            
Statement and Outside                                               
Front Cover Page of                                                 
Prospectus                                                          

2.    Inside Front and Outside            Cover Page; Back Cover                
Back Cover Pages of                                                 
Prospectus                                                          

3.    Summary Information, Risk           Prospectus Summary;                   
Factors and Ratio of                The Company; Risk Factors       
Earnings to Fixed Charges                                           

4.    Determination of Offering Price     Plan of Distribution                  

5.    Dilution                            Not Applicable                        

6.    Selling Security Holders            Management's Discussion               
                          of Financial Condition

7.    Plan of Distribution                Cover Page; Description               
                            of Common Stock; Plan of
                Distribution

8.    Use of Proceeds                     Compensation of Advisor               
                             and Affiliates; Estimated
                               Use of Proceeds; Investment
                           Objectives and Policies

9.    Selected Financial Data             Selected Financial Data               

10.   Management's Discussion and         Management's Discussion and           
Analysis of Financial               Analysis of Financial           
Condition and Results of            Condition and Results of        
Operations                          Operations                      

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11.   General Information as              Cover Page; The Company;              
to Registrant                       Management; Summary of          
                          Organization Documents

12.   Policy with Respect                 Investment Objectives and             
to Certain Activities               Policies; Summary of            
                           Organization Documents;
                               Description of Common Stock

13.  Investment Policies                  Investment Objectives and             
of Registrant                        Policies; Summary of             
                          Organization Documents

14.  Description of Real Estate           Real Property Investments             

15.  Operating Data                       Selected Financial Data               

16.  Tax Treatment of Registrant          Prospectus Summary;                   
and its Security Holders             Tax Consequences                 

17.  Market Price of                      Not Applicable                        
and Dividends on the                                                  
Registrant's Common                                                   
Equity and Related                                                    
Stockholder Matters                                                   

18.  Description of Registrant's          Cover Page; Description               
Securities                           of Common Stock                  

19.  Legal Proceedings                    Not Applicable                        

20.  Security Ownership of                Description of Common Stock           
Certain Beneficial Owners                                             

21.  Directors and Executive              Management                            
Officers                                                              

22.  Executive Compensation               Compensation of Advisor and           
                          Affiliates; Management

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23.  Certain Relationships and            Compensation of Advisor               
Related Transactions                 and Affiliates;                  
                          Conflicts of Interest;
              Management

24.  Selection, Management and            Investment Objectives and             
Custody of Registrant's              and Policies; Conflicts          
Investments                          of Interest; Management          
                     Services Provided
                              by the Advisor; Summary of
                          Organization Documents

25.  Policies with Respect to             Conflicts of Interest;                
Certain Transactions                 Investment Objectives and        
                        Policies; Summary of
                          Organization Documents

26.  Limitations of Liability             Risk Factors; Summary of              
                          Organization Documents

27.  Financial Statements                 Financial Statements                  
and Information                                                       

28.  Interests of Named Experts           Legal Matters; Experts                

29.  Disclosure of Commission             Summary of Organization               
Position on Indemnification          Documents                        
for Securities Act Liabilities                                        

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PART II 
          INFORMATION NOT REQUIRED IN PROSPECTUS
Item 30.    Other Expenses of Issuance and Distribution.                        
The estimated expenses in connection with the offering are as follows:          

Securities and Exchange Commission                                              
Registration Fee....................................$   5,517                   
NASD Filing Fee.......................................  2,100                   
Accounting Fees and Expenses.........................  95,000                   
Blue Sky Fees and Expenses...........................  35,000                   
Legal Fees and Expenses...............................100,000                   
Investor/Dealer Printed Materials.................... 100,000                   
Prospectus Printing...................................100,000                   
Mailgrams, Western Union,                                                       
Postage and Miscellaneous.......................... 62,383                

Total .....................................  ..$500,000             

Item 31.     Sales to Special Parties.                                          

Not Applicable.                                                     

Item 32.     Recent Sales of Unregistered Securities.                           

    On October 30, 1989, 1,000 shares of Registrant's Common Stock were sold
for cash (without commissions) to Registrant's Advisor, West Coast Realty       
Advisors, Inc., pursuant to the exemption from registration under Section 4(2)  
of the Securities Act of 1933, as amended.                                      

Item 33.     Indemnification of Directors and Officers.                         

The Registrant has the power to indemnify its directors, officers,  
employees, and certain other persons against liability for certain acts         
pursuant to Section 145 of the Delaware Corporations Code.  Indemnification     
of the directors, officers, employees and agents is provided for in the         
Certificate of Incorporation and the Bylaws of the Registrant and is            
incorporated herein by reference to Exhibits 3.1, 3.1.1, 3.2, 3.2.1 and         
3.2.2 filed herewith.                                                           

Item 34.     Treatment of Proceeds from Stock Being Returned.                   

Not applicable.                                                     

Item 35.     Financial Statements and Exhibits.                                 

(a)   Financial Statements:                                         

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Supplement No. 7 to prospectus dated May 1, 1997.                               

This supplement ("Supplement") to the Prospectus ("Prospectus") updates the     
Prospectus of West Coast Realty Investors, Inc. (the "Company") dated May 1,    
1997.  This Supplement is part of and must accompany the Prospectus.  The date  
of this supplement is December 15, 1997.                                        

This Supplement amends and supersedes the corresponding sections of the         
Prospectus, and Supplements 1, 2, 3, 4, 5 and 6 to such prospectus; however,    
subject to the qualification above, the Prospectus continues to control the     
terms of the offering, and all provisions thereof not supplemented or amended   
hereby remain pertinent to the offering and are incorporated herein by          
reference.  Accordingly, current subscribers and prospective investors should   
read both the Prospectus and this Supplement No. 7 very carefully.  All         
capitalized items used in this Supplement have the same meaning ascribed to them
in the Prospectus unless otherwise indicated herein.                            

 The following supplements the Cover Page and  pages 1, 4,  8 ("Prior Experience
in Raising Funds"), and 68 ("Plan of Distribution")  of the Prospectus          

As of December 15, 1997, the Company has sold 698,688 Shares ($6,972,874) in    
this offering.                                                                  

The following supplement page 21 of the Prospectus ("Use of Initial Capital").

The Company intends to use the net proceeds of this offering, which will be not 
less than a minimum $6,136,000 as of December 15, 1997, and a maximum           
$13,300,000 for the purchase of Properties, for the payment of Acquisition Fees,
and for the establishment of appropriate reserves.  See "Estimated Use of       
Proceeds."                                                                      

The following supplements page 23("Dividends") and page 45 ("Liquidity and  
Capital Resources")  of the Prospectus.                                         

The Company waived a portion of its Advisory Fees from January 1, 1997 to       
September 30, 1997.  The amount waived was $88,742.  The effect of this was to  
increase Dividends approximately $.03 per Share for the nine months ended       
September 30, 1997.                                                             

The following supplements the "Dividends" portion of INVESTMENT OBJECTIVES AND
POLICIES section of the Prospectus, beginning on page 23, and continuing to page
24.                                                                             

Dividends totaling $325,906  were paid on April 15, 1997, for shareholders of   
record on January 1, February 1, and March 1, 1997.   Dividends totaling        
$362,441 were paid on July 15, 1997 for shareholders of record on April 1, May  
1, and June 1, 1997.  Dividends totaling $383,474 were paid on October 15, 1997 
for shareholders of record on July 1, August 1, and September 1, 1997.          

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Approximately 37% of these dividends constituted a return of capital.  The      
dividend payments are summarized below:                                         

Record            Date              Per            Outstanding        Total     
Date              Paid             Share             Shares          Divdend    
------        --------           -------         -------------    ----------    
01/01/97          4/15/97     $0.0666           1,550,607           $ 103,270   
02/01/97          4/15/97      0.0666           1,671,442             111,318   
03/01/97          4/15/97      0.0666           1,671,442             111,318   
04/01/97          7/15/97      0.0666           1,810,916             120,607   
05/01/97          7/15/97      0.0666           1,815,579             120,917   
06/01/97          7/15/97      0.0666           1,815,579             120,917   
07/01/97         10/15/97      0.0666           1,815,579             120,917   
08/01/97         10/15/97      0.0666           1,974,144             131,478   
09/01/97         10/15/97      0.0666           1,968,144             131,078   

The following supplements or amends the "REAL PROPERTY INVESTMENTS " Section of 
the Prospectus, beginning on page 29.                                           

OPTO-22 Property                                                                

The existing lease on the OPTO-22 building expired on April 30, 1997.  OPTO-22, 
the tenant, and Claremont School, the sub-tenant, both vacated the premises on  
September 10, 1997.  West Coast Realty Investors, Inc. has settled with OPTO-22 
for the amounts owed by OPTO-22 to West Coast Realty Investors, Inc. for rent   
and for deferred maintenance.  OPTO-22 has paid the amounts owed to West Coast  
Realty Investors, Inc. in accordance with the terms and conditions of a         
Settlement Agreement dated October 31, 1997 and the parties have released one   
another from any further claims as provided in said agreement.                  

The following supplements or amends the "REAL PROPERTY INVESTMENTS " Section of 
the Prospectus, beginning on page 31.                                           

North Palm Street Property                                                      

On October 31, 1997, the Company ("Seller") sold the North Palm Street Property 
to a unrelated buyer.  The sale was unsolicited and was partially contingent on 
the Seller utilizing the Internal Revenue Service Code Section S1031 to         
facilitate a tax free exchange.  The total sales price was $2,515,860 in cash.  
The Seller must pay off the existing lender of the first deed of trust which as 
of October 31, 1997 totaled $971,305.  Additionally,  the Buyer has agreed to   
contribute an additional $15,000 to prepay the mortgage loan.                   

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The following supplements or amends the "REAL PROPERTY INVESTMENTS " Section of 
the Prospectus, beginning on page 40.                                           

Tycom Property                                                                  

The Company negotiated the refinancing of an existing short term promissory note
on the Tycom Property loan which was scheduled to mature on February 1, 1998.   
The terms of the new first deed of trust loan are as follows:                   

Lender:   Union Bank of California, N.A.                                        
Loan Amount:   $2,312,500                                                       
Interest Rate: Variable Rate - margin is 1.9% over the 3 month LIBOR with right 
         to convert after the first year.  The conversion margin would be 1.9%
over selected Treasury Rate for the selected loan term.     
Loan Term:     Ten year term                                                    
Amortization:  Twenty-five years                                                
Monthly Debt Service:  $17,469                                                  
Other:    Recourse is only to West Coast Realty Investors, Inc.;  The Company   
   must maintain a minimum net worth of $5,000,000; loan fees and a majority
     of the administrative expenses are being paid by the former owner from whom
the Company purchased the property.                                   

Roseville Property                                                              

       On November 26, 1997, the Company acquired the investment described
below (the "Roseville Property" or the "Property").  The funds to acquire the   
Roseville resulted from the Section S1031 tax free exchange of the Brea property
(as described above), plus additional proceeds resulting from the sale of the   
Company's Shares in the current offering.  No debt financing was used in        
connection with the Roseville acquisition.                                      

    Description.  The Property is located at the corner of Stanford Ranch Road
and Fairway Drive in Roseville, California.  Roseville is a city of 59,700      
residents (1997 Sacramento Area Council of Governments estimate) located in the 
Sacramento region of Northern California.                                       

  The property is located on a lot size of .87 acres (approximately 37,900
square feet). This site is part of a larger shopping center which includes well-
known retailers such as Costco, Toys 'R Us, Shell Gasoline, Ross Dress For Less,
and McDonald's Restaurants.  The total lot size is approximately 8.66 acres     
(378,000 square feet).   There are 61 parking spaces assigned to this site, with
the property also enjoying the use of hundreds of other parking spaces located  
within the larger shopping center.  The building size totals 5,133 square feet. 

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    The sole tenant of the Property is Applebee's Restaurant.  Applebee's is a
well-known, national franchise of sit-down casual restaurants.  This particular 
Applebee's  is being developed by, and acquired from, Christian Knox (an        
individual and unrelated third party), and the restaurant franchise will be     
owned and operated by him in a sale-leaseback arrangement.  Mr. Knox has seven  
Applebees and nine Burger King franchises, as evidence of his experience in this
industry.                                                                       

 The lease on the property commenced upon the concurrent issuance of the
Certificate of Occupancy in September 1997.  The lease is a 20 year triple net  
lease, including provisions for collection of common area charges that will be  
assessed by the shopping center owner.  Lease payments are initially $14,333.33 
per month ($172,000 per year) with rental increases scheduled every five years  
at the rate of 12 /%.  The lease payments to the Company, on a calendar year    
basis are noted below:                                                          

1997                                  $  14,333             
1998-2001                               172,000             
2002                                    179,167             
2003-2006                               193,500             
2007                                    201,563             
2008-2011                               217,688             
2012                                    226,758             
2013-2016                               244,898             
2017 (through September 1)              163,266             

     Mr. Knox has personally guaranteed the lease and has provided documentation
demonstrating a personal net worth in excess of $10 million.                    

Property Operations.  The Roseville Property is managed by West Coast 
Realty Management, Inc. ("WCRM"), an affiliate of the Company.  WCRM charges the
Company 3% of the gross rents collected as a management fee for managing the    
Property, as allowed by the Property Management Agreement.  Although the tenant 
is obligated to pay property taxes, property tax in the first full year of      
operations is estimated to be $20,000 (approximately 1% of the sales price).    

Terms of Purchase.  Total consideration paid by the Company for the   
Roseville property is $2,067,000.  This cost includes the $1,950,000 sales price
payable to the Seller/Operator, $12,500 in legal, appraisal, and closing costs, 
and a $110,000 Acquisition Fee paid to the Advisor.  In addition, $14,333 was   
received from the Seller/Operator as a security deposit.  The sale was paid for 
from approximately $1,500,000 received from the disposition of the Brea property
(as described above), with the balance (approximately $567,000) from the        
proceeds resulting from the sale of the Company's shares in the current         
offering.                                                                       

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     The purchase price was arrived at through arms-length negotiations with the
Seller/Operator.                                                                

  General.   The computation of depreciation for the Roseville Property is
based on the cost of the property, including Acquisition Fees and Expenses.  The
allocation of the cost of the Property to various asset categories is estimated,
based on allocations in the appraisal report.  Depreciation will be computed on 
a straight-line basis over the component useful life of the assets.             

The following supplements or amends the "MANAGEMENT'S DISCUSSION OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS" Section of the Prospectus, beginning on    
page 41.                                                                        

As of December 15, 1997, the Company has raised $14,462,708 in capital from     
prior offerings and $6,972,874 from the current offering.  An additional        
$1,809,286 has been raised in the current offering for sales between September  
24, 1997 and December 15, 1997;  these funds are expected to be released from   
escrow in January, 1998.                                                        

Results of Operations - Nine Months Ended September 30, 1997 compared to Nine   
Months Ended September 30, 1996                                                 

Operations for the nine months ended September 30, 1997 represented a full  nine
months of rental operations for all properties except Tycom which was owned  for
eight and one-half months.                                                      

The net income  for the nine  months ended September  30, 1997  continued to  be
significantly larger than  the prior nine  months amount due  to the raising  of
additional funds and  investment of such  funds in  additional income  producing
properties.  The  Company did  not have  any adverse  events that  significantly
impacted net income  during the nine  months ended September  30, 1997, and  all
properties that have been purchased by the Company have operated at levels equal
to current expectations.                                                        

Rental revenue increased $410,407 (23.2%) due to a full nine months ownership of
the Java City property and eight and  one-half months of the Tycom property  (as
compared to  no ownership  of  these properties  during  the nine  months  ended
September 30, 1996).                                                            

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Operating expenses  increased  $27,711 (33%)  primarily  due to  a  increase  in
property liability insurance, utilities and  common area maintenance during  the
nine months  ended September  30, 1997  as  compared to  the nine  months  ended
September 30, 1996.  Interest expense increased $163,220 (25.5%) as a reflection
of  the  additional  debt  taken  on  in  connection  with  additional  property
acquisition and refinancing  activities.  Despite  the large  debt amounts,  the
Company is still  below the  maximum 50%  debt maximum  that is  allowed by  the
Company's by-laws (debt was 46% of property cost (as defined in the by-laws)  at
September 30, 1997).  General and administrative costs increased $106,202 (75%),
much of this increase is due  to $133,742 that the  Advisor was paid during  the
nine months  ended September  30, 1997  due  to the  revised provisions  of  the
Advisor agreement.  In  contrast, the Advisor was  paid $35,912 during the  nine
months ended September 30, 1996 for  Advisory fees in accordance to the  revised
Advisor Agreement.   Depreciation  and amortization  expense increased  $163,219
(26%) as the  result of the  ownership of additional  properties during 1997  as
compared to 1996.  Net  income of $567,017 for  the nine months ended  September
30, 1997 was $10,210 (2%) higher than the nine months ended September 30, 1996. 

The average number of shares outstanding during 1997 was 1,764,404 vs. 1,430,333
in 1996.  Partly because  of the greater number  of shares outstanding, the  net
income per share decreased from $.39 in 1996 to $.32 in 1997.  If this figure is
analyzed using flow  of funds -  that is net  income plus depreciation  expense,
plus adding advisory fee expense with was incurred  in 1997 and not 1996 -  then
the amount in 1997 was $.60 per share vs. $.62 per share in 1996.               

During the nine months ended September 30, 1997, the Company declared  dividends
totaling $1,071,820, compared  to dividends of  $825,059 declared  for the  nine
months ended September 30, 1996.   Cash basis income  for the nine months  ended
September 30, 1997 was  $925,901.  This was  derived by adding depreciation  and
amortization expense to net  income.  Thus, cash  distributions during the  nine
months ended  September 30,  1997  were $145,919  greater  than cash  basis  net
income.  In  comparison, distributions  in the first  nine months  of 1996  were
$19,985 less than cash basis income of  $845,044.  In either event, the  Company
is expected to qualify as a REIT in 1997, and liquidity of the Company continues
to be strong.                                                                   

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In summary then, the operating performance  of the Company continued to  improve
as additional  funds were  raised, additional  property  was acquired,  and  all
properties were operated profitably                                             

The following supplements the "Liquidity and Capital Resources" section on Page 
45.                                                                             

Fees paid to the Advisor and the Property Manager for the nine months ended     
September 30, 1997 are as follows:                                              

Advisor--$770,691                                                               
Property Manager --$83,384                                                      

The following supplements or amends the "ERISA CONSIDERATIONS" and "DESCRIPTION 
OF COMMON STOCK" sections on pages 62  and  63  of the Prospectus.              

As of December 15, 1997, there are 2,147,524 Shares of the Company outstanding, 
held by approximately 1,000 Shareholders.  In addition, $1,809,286 in gross     
proceeds has been raised from the sale of 181,509 shares in the current offering
to seventy investors between September 24 and December 15, 1997; these funds    
have been deposited into an escrow account, and shares are expected to be issued
in January 1998.                                                                

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The following amends the Index to Financial Statements on p. 78.                

West Coast Realty Investors                                                     
Unaudited Financial Statements                                            
    Balance Sheet as of December 31, 1996 and September 30, 1997 .......F-33
  Statements of Income for the three and nine months ended September 30,
             1997 and 1996 .............................................F-34
Statements of Stockholders' Equity for the nine months ended September 30,  
             1997 and 1996 .............................................F-35
Statement of Cash Flows for the nine months ended September 30, 1997 and    
             1996 ......................................................F-36
    Summary of Accounting Policies......................................F-37
    Notes to Financial Statements.......................................F-39

West Coast Realty Investors, Inc.                                               
 Pro Forma Statement of Income for the nine months ended September 30,
             1997.......................................................F-48
Notes to Pro Forma Financial Statement for the nine months ended    
             September 30, 1997 ........................................F-49
 Pro Forma Statement of Income for the nine months ended September 30,
             1997.......................................................F-50
Notes to Pro Forma Financial Statement for the nine months ended    
             September 30, 1997 ........................................F-51
Pro Forma Statement of Income for the year ended December 31,       
             1996 ......................................................F-52
Notes to Pro Forma Financial Statement for the year ended           
             December 31, 1996..........................................F-53
     Pro Forma Balance Sheet for the nine months ended September 30, 1997.F-54
Notes to Pro Forma Financial Statement for the nine months ended    
             September 30, 1997 ........................................F-55

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                                                                · Download Table
                       WEST COAST REALTY INVESTORS, INC.              

                                 BALANCE SHEETS                       
              September 30, 1997 (Unaudited) and December 31, 1996    


                                                September     December
                                                 30, 1997     31, 1996
                                                                      
Assets                                                                
Rental real estate, less accumulated                                  
   depreciation (Note 2)                      $25,676,713  $21,118,203
Cash and cash equivalents                       2,882,215    2,017,194
Accounts receivable                               404,203      247,948
Loan origination fees, net of accumulated                             
amortization of $49,872 and $40,248               122,335      102,622
Other assets                                       44,869       85,871

Total assets                                  $29,130,335  $23,571,838

Liabilities and Stockholders' Equity                                  
Liabilities                                                           
   Accounts payable                               $11,322      $13,922
   Due to related party (Note 5(e))                80,557       46,285
   Dividends payable (Note 8)                     383,236      302,760
   Security deposits and prepaid rent             137,392      124,734
   Other liabilities                              137,484      100,453
   Notes payable (Note 6)                      12,228,139   10,078,793

Total liabilities                              12,978,130   10,666,947
Commitments                                                           
Stockholders' equity                                                  
Common stock, $.01 par-shares authorized,                             
5,000,000 shares issued, 1,968,144 and                                
1,550,607 outstanding in 1997 and 1996             19,681       15,506
Additional paid-in capital                     17,609,705   13,861,763
Retained earnings                             (1,477,181)    (972,378)

Total stockholders' equity                     16,152,205   12,904,891

Total liabilities and stockholders' equity    $29,130,335  $23,571,838


[FN]                                                                            
See accompanying notes to financial statements. 

F-33

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                                                                · Download Table
                       WEST COAST REALTY INVESTORS, INC.                

                              STATEMENTS OF INCOME                      
            Three and Nine Months Ended September 30, 1997 and 1996     
                                  (Unaudited)                           

                                Three     Three      Nine        Nine   
                               Months    Months     Months      Months  
                                Ended     Ended     Ended       Ended   
                             September  September  September   September
                                 30,       30,    30, 1997    30, 1996  
                                 1997     1996                          
                                                                        
Revenues:                                                               
  Rental                       $735,057 $618,081  $2,182,869  $1,772,462
  Interest                       37,605   19,974      70,558      70,564

                                772,662  638,055   2,253,427   1,843,026

Costs and Expenses:                                                     
  Operating                      43,076   40,405     110,772      83,061
  Property taxes                 27,722   18,528      83,167      55,927
  Property management fees                                              
    -related party (Note 5 (d))  27,581   27,015      83,384      78,213
  Interest                      282,835  220,188     802,547     639,327
  General and administrative     86,767   61,476     247,656     141,454
 Depreciation and amortization  119,954   98,764     358,884     288,237

                                587,935  466,376   1,686,410   1,286,219

Net Income                     $184,727 $171,679    $567,017    $556,807

Net Income Per Share (Note 8)      $.10     $.12        $.32        $.39


[FN]                                                                            
See accompanying notes to financial statements. 

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                                                                · Download Table
                       WEST COAST REALTY INVESTORS, INC.                  

                       STATEMENTS OF STOCKHOLDERS' EQUITY                 
                      Nine Months Ended September 30, 1997                
                                  (Unaudited)                             

                              Common    Stock   Additional Paid-in        
                              Shares    Amount        Capital      Deficit
                                                                          
Balance at December 31,      1,550,607 $15,506  $13,861,763    $(972,378) 
1996                                                                      

Issuance of stock, net         417,537   4,175    3,659,200           --- 

Equity contribution by                                                    
Affiliates through expense         ---     ---       88,742           --- 
reimbursements                                                            

Net income                         ---     ---          ---       567,017 

Dividends declared (Note8)         ---     ---          ---   (1,071,820) 

Balance at September 30,     1,968,144 $19,681  $17,609,705  $(1,477,181) 
1997                                                                      

                                                                · Download Table
                      Nine Months Ended September 30, 1996                    
                                  (Unaudited)                                 

                                  Common    Stock   Additional Paid-in        
                                  Shares   Amount         Capital      Deficit
                                                                              
Balance at December 31, 1995    1,322,404  $13,224  $11,771,030 $(549,417)    

Issuance of stock, net            178,342    1,783    1,584,406        ---    

Equity contribution by                                                        
Affiliates through expense            ---      ---       20,912        ---    
reimbursements                                                                

Net income                            ---      ---          ---    556,807    

Dividends declared (Note 8)           ---      ---          ---  (825,059)    

Balance at September 30, 1996   1,500,746  $15,007  $13,376,348 $(817,669)    


[FN]                                                                            
See accompanying notes to financial statements. 
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                       WEST COAST REALTY INVESTORS, INC.            

                            STATEMENTS OF CASH FLOWS                
           Nine Months Ended September 30, 1997 and 1996 (Unaudited)

                                       Nine Months  Nine Months     
                                          Ended        Ended        
Increase (Decrease) in Cash and Cash    September    September      
Equivalents                              30, 1997    30, 1996       
                                                                    
Cash flows from operating activities                                
Net income                                $567,017     $556,807     
Adjustments to reconcile net income to                              
net cash provided by operating activities:                          
    Depreciation and amortization          349,260      288,237     
    Interest expense on amortization                                
          of loan origination fees           9,624          ---     
Increase (decrease) from changes in:                                
     Accounts receivable                 (156,255)    (109,016)     
     Other assets                           41,002          119     
     Accounts payable                      (2,600)     (78,462)     
     Due to related party                   34,272          ---     
     Security deposits and prepaid rent     12,658     (16,443)     
     Other liabilities                      37,031          ---     

Net cash provided by operating             892,009      641,242     
activities                                                          

Cash flows from investing activities                                
  Additions to rental real estate      (4,907,441)  (1,828,500)     
Net cash (used in) investing           (4,907,441)  (1,828,500)     
activities                                                          

Cash flows from financing activities                                
Proceeds from issuance of common         3,544,372    1,579,005     
stock, net                                                          

Equity contribution by Affiliates                                   
through expense reimbursements              88,742       20,912     
Dividends declared and paid              (931,344)    (773,302)     
Proceeds from notes payable              2,312,500      724,465     
Payments on notes payable                (163,154)    (133,910)     
Increase in loan origination fees           29,337         ---      

Net cash provided by financing           4,880,453    1,417,170     
activities                                                          

Net increase in cash and cash              865,021      229,912     
equivalents                                                         

Cash and cash equivalents, beginning     2,017,194    1,450,022     
of period                                                           

Cash and cash equivalents,  end of      $2,882,215   $1,679,934     
period                                                              


[FN]                                                                            

       See accompanying notes to financial statements.
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WEST COAST REALTY INVESTORS, INC. 

SUMMARY OF ACCOUNTING POLICIES
Three and Nine Months Ended September 30, 1997 and 1996 (unaudited) 
 and December 31, 1996

BASIS OF PRESENTATION                                                           
The accompanying balance sheet as of  September 30, 1997, the income  statements
and statements of  cash flow  for the nine  months periods  ended September  30,
1997, and  1996 are  unaudited, but  in the  opinion of  management include  all
adjustments, consisting only of normal recurring accruals, necessary for a  fair
presentation of the financial position and results of operations for the periods
presented.  The results of operations for the nine month period ended  September
30, 1997, are not necessarily indicative of results to be expected for the  year
ended December 31, 1997.                                                        

BUSINESS                                                                        
West Coast Realty Investors,  Inc. (the "Company"), is  a corporation formed  on
October 26, 1989 under the laws of the State of Delaware.  The Company exists as
a Real  Estate  Investment Trust  ("REIT")  under Sections  856  to 860  of  the
Internal Revenue Code.  The Company  has complied with all requirements  imposed
on REIT's for  1996 and 1995  tax years; however,  qualification as  a REIT  for
future years is dependent  upon future operations of  the Company.  The  Company
was organized to acquire interests in income-producing residential,  industrial,
retail or commercial  properties located primarily  in California  and the  west
coast of the United States.  The Company intends to acquire property for cash on
a moderately leveraged basis with aggregate mortgage indebtedness not to  exceed
fifty percent of the purchase  price of all properties  on a combined basis,  or
eighty percent individually and intends to  own and operate such properties  for
investment over an anticipated holding period of five to ten years.             

RENTAL  PROPERTIES AND DEPRECIATION                                             
Assets are stated at  lower of cost  or net realizable  value.  Depreciation  is
computed using the  straight-line method over  their estimated  useful lives  of
31.5 to 39 years for financial and income tax reporting purposes.               

In the event that facts and circumstances indicate that the cost of an asset may
be impaired,  an  evaluation  of  recoverability would  be  performed.    If  an
evaluation is required, the estimated future undiscounted cash flows  associated
with the asset would be compared to the carrying amount to determine if a write-
down to market value is required.                                               

LOAN ORIGINATION FEES                                                           
Loan origination fees are capitalized and amortized over the life of the loan.  
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WEST COAST REALTY INVESTORS, INC. 

SUMMARY OF ACCOUNTING POLICIES
(Continued) 

RENTAL INCOME                                                                   
Rental income is recognized on a  straight-line basis to the extent that  rental
income is deemed collectable.  Where  there is uncertainty of collecting  higher
scheduled rental amounts, due  to the tendency of  tenants to renegotiate  their
leases for  lower  amounts, rental  income  is  recognized as  the  amounts  are
collected.                                                                      

CASH AND CASH EQUIVALENTS                                                       
The Company  considers cash  in the  bank, liquid  money market  funds, and  all
highly liquid certificates of deposits, with original maturities of three months
or less, to be cash and cash equivalents.                                       

USE OF ESTIMATES                                                                
The preparation of  financial statements in  conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of  assets  and  liabilities  and  disclosure  of
contingent assets and liabilities  at the date of  the financial statements  and
the reported  amounts of  revenues and  expenses  during the  reporting  period.
Actual results could differ from those estimates.                               

RECLASSIFICATIONS                                                               
For comparative purposes, certain prior year  amounts have been reclassified  to
conform to the current year presentation.                                       

NEW ACCOUNTING PRONOUCEMENTS                                                    
Statement of Financial Accounting Standards  No. 125, "Accounting for  Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities" (SFAS  No.
125) issued by the Financial Accounting Standards Board (FASB) is effective  for
transfers and servicing of financial  assets and extinguishments of  liabilities
occurring after December 31, 1996, and is to be applied prospectively.   Earlier
or retroactive  application  is  not  permitted.    The  new  standard  provides
accounting and  reporting standards  for transfers  and servicing  of  financial
assets and extinguishments of liabilities.  The Company does not expect adoption
to have a material effect on its financial position or results of operations.   

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WEST COAST REALTY INVESTORS, INC. 

NOTES TO FINANCIAL STATEMENTS 
Three and Nine Months Ended September 30, 1997 and 1996 (Unaudited) 
 and December 31, 1996

Note 1 - General                                                                
On October 30, 1989, West Coast Realty Advisors, Inc. (the "Advisor"), purchased
1,000 shares of the Company's common stock for $10,000.  On August 30, 1990, the
Company reached its minimum initial offering funding level of $1,000,000.  As of
September 30, 1997 the Company has raised $19,650,602 in capital.               

Sales commissions and wholesaling fees, representing 8% of the gross proceeds   
from the sale of common shares, were paid to Associated Securities Corp.        
("ASC"), a member of the National Association of Securities Dealers, Inc.       
("NASD") and an affiliate of the Advisor.                                       

Dividends are declared and accrued based approximately upon the previous        
quarter's income from operations before depreciation and amortization.          

Note 2 - Rental Properties                                                      

The Company owns the following income-producing properties                      

                                Original
Location (Property     Date Purchased            Acquisition                  
Name)                                         Cost              

Huntington Beach,                                                               
California (Blockbuster)  February 26, 1991         $ 1,676,210                 
Fresno, California           May 14, 1993             1,414,893                 
Huntington Beach,                                                               
California (OPTO-22)     September 15, 1993           2,500,001                 
Brea, California            March 4, 1994             2,248,343                 
Riverside, California      November 29, 1994          3,655,500                 
Tustin, California                                                              
(Safeguard)                  May 22, 1995             4,862,094                 
Fremont, California                                                             
(Technology Drive)        October 31, 1995            3,747,611                 
Sacramento,                                                                     
California (Java City)     August 2, 1996             1,828,500                 
Irvine, California        January 17, 1997            4,907,441                 
(Tycom)                                                                         

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WEST COAST REALTY INVESTORS, INC. 

NOTES TO FINANCIAL STATEMENTS 
Three and Nine Months Ended September 30, 1997 and 1996 (Unaudited) 
and December 31, 1996 (Continued) 

Note 2 - Rental Properties (continued)                                          

The major categories of property are:                                           

    September 30,    December 31, 1996
1997                  

Land                        $  8,971,126        $  7,401,126                    
Buildings and                 17,869,466          14,532,025                    
improvements                                                                    
          26,840,592          21,933,151
Less accumulated               1,163,879             814,948                    
depreciation                                                                    

Net rental properties      $  25,676,713       $  21,118,203                    

A significant portion of the Company's rental revenue was earned from tenants   
whose individual rents represented more than 10% of total rental revenue.       
Specifically:                                                                   

Five tenants accounted for 28%, 22%, 20%, 19% and 10% in 1997;        
Five tenants accounted for 23%, 19%, 18%, 12% and 10% in 1996;        
Four tenants accounted for 24%, 20%, 15% and 10% in 1995;             

Note 3 - Other Assets                                                           

Other assets consists of the following:                               

                           September 30, 1997    December 31, 1996

Deposits and prepaid expenses            $44,869       $85,871                  
Organization costs                        14,330        14,330                  

                        59,199       100,201
Less accumulated amortization             14,330        14,330                  

Net other assets                         $44,869       $85,871                  

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WEST COAST REALTY INVESTORS, INC. 

NOTES TO FINANCIAL STATEMENTS 
Three and Nine Months Ended September 30, 1997 and 1996 (Unaudited) 
 and December 31, 1996 (Continued)

Note 4 - Future Minimum Rental Income                                           

As of September  30, 1997 and  December 31, 1996,  future minimum rental  income
under the existing leases that have  remaining noncancelable terms in excess  of
one year are as follows:                                                        

                                  September 30, 1997    December 31,1996

1997 ............................$   763,725           $2,123,959     
1998 ............................  1,839,402            2,037,591     
1999 ............................  1,845,801            1,976,664     
2000 ............................  1,863,450            1,864,724     
2001 ............................  1,751,311            1,771,212     
Thereafter ...................... 15,193,805           15,255,711     

Total                            $23,257,494          $25,029,861     

Future minimum rental income does not include lease renewals or new leases  that
may result after a noncancelable-lease expires.                                 

Note 5 - Related Party Transactions                                             

The Advisor has an agreement with  the Company to provide advice on  investments
and to administer the day-to-day operations of the Company.  Property management
services for  the  Company's  properties  are  provided  by  West  Coast  Realty
Management, Inc. ("WCRM"), an affiliate of the Advisor.                         

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WEST COAST REALTY INVESTORS, INC. 
NOTES TO FINANCIAL STATEMENTS 
Three and Nine Months Ended September 30, 1997, and 1996 (Unaudited)
 and December 31, 1996 (Continued)

During the  periods  presented, the  Company  had the  following  related  party
transactions:                                                                   

     (a) In accordance with the advisory  agreement, compensation earned by,  or
       services  reimbursed or  reimbursable to  the advisor,  consisted of  the
following:                                                        

         Nine Months    For the Year
         Ended           Ended
       September 30,    December 31,
        1997            1996

Syndication fees                $482,307         $82,864                    
Acquisition fees                 270,384          78,177                    
Overhead expenses                 18,000          12,000                    

            $770,691        $173,041

     (b) At September 30, 1997 and December  31, 1996, the Advisor owned  22,505
shares of the issued and outstanding shares of the Company.                     

     (c)  Sales commissions paid in accordance with the selling agreement to ASC
totaled $310,421 for the nine months  ended September 30, 1997 and $119,083  for
the nine months ended September 30, 1996.                                       

     (d)  Property management  fees earned by WCRM  totaled $27,581 and  $27,015
for the three months ended September 30,  1997 and 1996, respectively.  For  the
nine months ended September 30, 1997 and 1996, WCRM earned $83,384 and  $78,213,
respectively in property management fees.                                       

(e)  The Corporation had related party accounts payable as follows:   

             September 30,      December 31,
              1997              1996

Associated Securities Corp.         $  4,156         $     396                  
West Coast Realty Management          19,249            24,839                  
West Coast Realty Advisors            57,152            21,050                  

                   $80,557           $46,285

     (f) A financing fee of $23,125 was  paid in August 1997 in connection  with
the refinancing of the note payable on the Tycom property (Note 6).             

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WEST COAST REALTY INVESTORS, INC. 

NOTES TO FINANCIAL STATEMENTS 
Three and Nine Months Ended September 30, 1997, and 1996 (Unaudited)
 and December 31, 1996 (Continued)

Note 6 - Notes Payable                                                          

Notes payable are made up of the following:                                     
                                                September 30,   December 31,
                                                1997                1996

8.25% promissory note secured by a Deed of Trust                                
on the Fresno Property, monthly principal and interest                          
payments are $5,244 due August 1, 2003 ...............$ 619,366      $ 628,471  

Variable rate promissory note secured by a Deed                                 
of Trust on the OPTO-22 property, interest rate                                 
adjustments are monthly and are based on the 11th                               
District cost of funds rate plus 3% (7.835% at                                  
September 30, 1997), and may never go below 6.5%                                
or above 11.0%, monthly principal and interest                                  
payments are $12,723, due October 1, 2003 ...........1,693,720       1,708,362  

8.25% promissory note secured by a Deed of Trust on                             
the Blockbuster property, interest rate adjusts                                 
to the 5-year Treasury rate plus 350 basis points                               
on February 1, 1999, monthly principal and interest                             
payments are $4,934, due February 1, 2004 ...........  559,684         569,132  

9.25% promissory note secured by a Deed of Trust                                
on the Riverside property, monthly principal and                                
interest payments are $9,988, due November 8, 2004 ..1,169,786       1,177,055  

Variable rate promissory note secured by a Deed of Trust                        
on the Brea property, interest rate is 9.5% until March 1,                      
2000 (and each succeeding March 1st) when interest rate                         
adjusts to the Moody's corporate bond index daily rate                          
plus 0.125%, monthly principal and interest payments                            
vary depending upon interest rates and are currently                            
$8,737, due March 1, 2020 .......................      972,345         981,338  
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WEST COAST REALTY INVESTORS, INC. 
NOTES TO FINANCIAL STATEMENTS 
Three and Nine Months Ended September 30, 1997, and 1996 (Unaudited)
and December 31, 1996 (Continued) 

Note 6 - Notes Payable (cont.)                                                  

                                                  September 30, December 31,
                                                  1997          1996

9.625% promissory note secured by a Deed of Trust                               
on the Safeguard property, monthly principal and                                
interest payments are $24,191, due February 1,                                  
2005 ..............................................  $2,091,431     $2,155,575  

8.24% promissory note secured by a Deed of Trust                                
on the Fremont property, interest rate equaled the 20-year                      
Treasury rate plus 1.65% at loan closing, monthly principal                     
and interest payments are currently $18,898, due                                
August 1, 2015 ....................................   2,103,427      2,140,311  

10% promissory note secured by a Deed of Trust on the                           
Java City property, monthly principal and interest payments                     
are $3,413, due November 1, 2001....................    330,971        336,272  

8% promissory note secured by a Deed of Trust on the                            
Java City property, monthly principal and interest payments                     
are $3,126, due June 1, 2018........................    377,482        382,277  

Variable rate promissory note secured by a Deed of Trust                        
on the Tycom Property, interest rate is 1.90% over the                          
3 month LIBOR with right to convert after first year;  The                      
conversion margin would be 1.90% over selected Treasury                         
Rate for the 10 year loan term, monthly principal and interest                  
payments vary depending upon interest rates and are                             
currently $17,469 due July 31, 2007.................. 2,309,927           ---   

                                                 $12,228,139   $10,078,793

The above carrying amounts, with the exception of the note on the Fresno        
property, are reasonable estimates of fair values of notes payable based on     
current lending rates in the industry for mortgage loans with similar terms and 
maturities.  The fair value of the Fresno note is approximately $580,000        
calculated by discounting the expected future cash outflows on the note to the  
present based on a current lending rate of 10%, which is the approximate        
industry lending rate on properties of this type in this location.              
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WEST COAST REALTY INVESTORS, INC. 

NOTES TO FINANCIAL STATEMENTS 
Three and Nine Months Ended September 30, 1997, and 1996 (Unaudited)
and December 31, 1996 (Continued) 

The aggregate annual future  maturities at September 30,  1997 and December  31,
1996 are as follows:                                                            

Year Ending             September 30, 1997      December 31, 1997               
1997                              $60,032               $210,322                
1998                              239,183                228,391                
1999                              259,579                248,287                
2000                              281,228                269,435                
2001                              594,384                582,090                
Thereafter                     10,793,733              8,540,268                

Total                          $12,228,139            $10,078,793               

Note 7 - Dividend Reinvestment Plan                                             

The Company has established  a Dividend Reinvestment  Plan (the "Plan")  whereby
cash dividends will,  upon election  of the  shareholders, be  used to  purchase
additional shares of the Company.   The shareholders' participation in the  Plan
may be terminated at any time.                                                  

Note 8 - Net Income and Dividends Per Share                                     

Net Income Per Share for the nine months  ended September 30, 1997 and 1996  was
computed using the weighted  average number of  outstanding shares of  1,764,404
and 1,430,333, respectively.                                                    

Dividends declared during the first nine months 1997 and 1996 were as follows:  

Outstanding       Amount         Total    
Record Date          Shares         Per Unit       Dividend                     

January 1, 1997     1,550,607       $ 0.0666      $103,270                      
February 1, 1997    1,671,442         0.0666       111,318                      
March 1, 1997       1,671,442         0.0666       111,318                      
April 1, 1997       1,810,916         0.0666       120,607                      
May 1, 1997         1,815,579         0.0666       120,917                      
June 1, 1997        1,815,579         0.0666       120,917                      
July 1, 1997        1,815,579         0.0666       120,917                      
August 1, 1997      1,974,144         0.0666       131,478                      
September 1, 1997   1,968,144         0.0666       131,078                      

Total                                           $1,071,820                      

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WEST COAST REALTY INVESTORS, INC. 

NOTES TO FINANCIAL STATEMENTS 
Three  and Nine months Ended September 30, 1997, and 1996 (Unaudited) 
 and December 31, 1996 (Continued)

Note 8 - Net Income and Dividends Per Share (cont.)                             

Outstanding       Amount         Total  
Record Date            Shares        Per Unit      Dividend                     

January 1, 1996      1,325,404        0.0600       $79,524                      
February 1, 1996     1,371,794        0.0600        82,308                      
March  1, 1996       1,401,664        0.0600        84,100                      
April 1, 1996        1,413,736        0.0666        94,155                      
May 1, 1996          1,445,236        0.0666        96,253                      
June 1, 1996         1,448,836        0.0666        96,492                      
July 1, 1996         1,448,836        0.0666        96,492                      
August 1, 1996       1,448,836        0.0666        96,492                      
September 1, 1996    1,498,246        0.0666        99,783                      

Total                                             $825,599                      

Note 9 - New Accounting Pronouncements                                          

Statement of Financial Accounting Standards No. 125, "Accounting for Transfers  
and Servicing of Financial Assets and Extinguishments of Liabilities" (SFAS No. 
125) issued by the Financial Accounting Standards Board (FASB) is effective for 
transfers and servicing of financial assets and extinguishments of liabilities  
occurring after December 31, 1996, and is to be applied prospectively.  Earlier 
or retroactive application is not permitted.  The new standard provides         
accounting and reporting standards for transfers and servicing of financial     
assets and extinguishments of liabilities.  The Company does not expect adoption
to have a material effect on its financial position or results of operations.   

Note 10 - Subsequent Events                                                     

(a)  In October 1997, the Company paid dividends totaling $383,474 ($0.0666 per 
share per period), payable to shareholders of record on July 1, August 1, and   
September 1, 1997, respectively (Note 8).                                       

(b)  On October 3, and October 10, 1997, a total of $1,775,984 in proceeds from 
the sale of shares in the Company's current offering was released from an escrow
account, and 178,105 shares were issued to investors.                           

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WEST COAST REALTY INVESTORS, INC. 

NOTES TO FINANCIAL STATEMENTS 
Three  and Nine Months Ended September 30, 1997, and 1996 (Unaudited) 
 and December 31, 1996 (Continued)

Note 10 - Subsequent Events (cont.)                                             

(c)  On October 31, 1997, the Company ("Seller") sold the North Palm Street     
Property to a unrelated buyer.  The offer to purchase the property was          
unsolicited and was partially contingent on the Seller utilizing the Internal   
Revenue Service Code Section S1031 to facilitate a tax free exchange. The total 
sales price is $2,515,860 in cash.  The Seller paid off the existing lender of  
the first deed of trust which as of September 30, 1997 totaled $975,309.        
Additionally,  the Buyer agreed to contribute an additional $15,000 to prepay   
the mortgage loan.                                                              

(d)   In early November 1997, the Company intends on acquiring an investment    
known as the Roseville Property.  The funds to acquire the Roseville will result
from the Section S1031 tax free exchange of the Brea property (as described     
above), plus additional proceeds resulting from the sale of the Company's Shares
in the current offering. No debt financing will be used in connection with the  
Roseville acquisition.   The Roseville Property has been constructed, and the   
Company will be taking ownership of the Property two to three weeks after the   
occupancy permit is issued.  The property's tenant intends on using the property
as a sit-down, casual restaurant.  Roseville is a city located in the Sacramento
region of Northern California.                                                  

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                                                                · Download Table
                       WEST COAST REALTY INVESTORS, INC.                        
                         PRO FORMA STATEMENT OF INCOME                          
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997                  

INTRODUCTION                                                                    

     The following unaudited pro forma financial statement is presented to      
illustrate the acquisition of the Roseville Property and the disposition of the 
Brea Property as described in this offering, on the results of operations of the
Company.                                                                        

     The unaudited pro forma statement of income has been prepared as if all the
aforementioned properties had been occupied by their respective tenants or sold 
by the Company on January 1, 1997.  The unaudited pro forma financial statements
are not necessarily indicative of the Company's future operations and should be 
read in conjunction with the other financial statements and notes thereto       
included elsewhere in this Prospectus.                                          


                           Disposition       Acquisition                        
               HISTORICAL     BREA          ROSEVILLE        PRO FORMA          
                SEPTEMBER   PROPERTY         PROPERTY        CONDENSED          
                30, 1997                                     SEPTEMBER          
                                                             30, 1997           
                                                                                
REVENUE:                                                                        
  Rental        $2,182,869  $(195,033) (a)   $129,000  (a)   $2,116,836         
  Gain on sale         ---     325,791 (f)                      325,791         
       of property                                                              
  Interest          70,558      75,000 (b)   (62,000)  (b)       83,558         

                 2,253,427     205,758         67,000         2,526,185         

EXPENSES:                                                                       
Operating          277,323    (59,093) (c)      9,000  (c)      227,230         
Interest           802,547    (69,569) (d)                      732,978         
Depreciation                                                                    
and amortization   358,884    (27,695) (e)     25,460  (e)      356,649         
General and                                                                     
administrative     247,656         ---            ---           247,656         

                 1,686,410   (156,357)         34,460         1,564,513         

Net income        $567,017    $362,115        $32,540          $961,672         

Net income per share $.32                                         $.55          

Weighted Average Shares Used           Weighted Average Shares Used for Pro     
for Historical Calculation 1,764,404   Forma Calculation      1,764,404         


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WEST COAST REALTY INVESTORS, INC. 
NOTES TO PRO FORMA FINANCIAL STATEMENTS 
For the Nine Months Ended September 30, 1997

(Unaudited) 

1.   BASIS OF PRESENTATION                                                      

The pro forma statements of income  reflect operations for the Company  assuming
that the Roseville  Property was acquired,  and the Brea  Property, was sold  on
January 1, 1997.  This statement contains certain adjustments which are expected
to be incurred in those properties' first  year of operations, with a full  nine
month's worth of operations  reflected in the Statement  of Income for the  nine
months ended September 30, 1997.                                                

There can be no assurance that the foregoing results will be obtained.          

2.   PRO FORMA ADJUSTMENTS                                                      

The adjustments to the pro forma statement of income are as follows:            

(a)  To reflect additional rental income for the Roseville Property, and        
     the reduction  of rental income for the Brea  Property so that a full  nine
months are recognized.                                                

(b)  To eliminate interest income due to  funds used for the acquisition of  the
     Roseville Property and  the addition to  interest income  to reflect  funds
provided by the sale of the Brea Property.                            

(c)  To reflect additional property management fees for nine months based on the
     first year of  the lease on  the Roseville Property  and the reflection  of
operating costs savings from the sale of the Brea Property.           

(d)  To reflect interest expense savings for the nine months on the Brea        
property.                                                             

(e)  To reflect depreciation expense on the Roseville and Brea Properties from  
January 1, to September 30, 1997.                                     

(f)  To reflect the gain on the sale of the Brea Property.                      

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                       WEST COAST REALTY INVESTORS, INC.                                       
                         PRO FORMA STATEMENT OF INCOME                                         
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997                                 

INTRODUCTION                                                                                   

     The following unaudited pro forma financial statement is presented to                     
illustrate the acquisition of the Roseville and Tycom Properties and the                       
disposition of the Brea Property, as described in this offering, on the results                
of operations of the Company.                                                                  

     The unaudited pro forma statement of income has been prepared as if all the               
aforementioned properties had been occupied by their respective tenants, and the               
Brea property was sold, on January 1, 1997.  The unaudited pro forma financial                 
statements are not necessarily indicative of the Company's future operations and               
should be read in conjunction with the other financial statements and notes                    
thereto included elsewhere in this Prospectus.                                                 


                            Disposition               Acquisitions                             
               HISTORICAL       BREA            ROSEVILLE       TYCOM              PRO FORMA   
                SEPTEMBER     PROPERTY          PROPERTY       PROPERTY            CONDENSED   
                30, 1997                                                          SEPTEMBER 30,
                                                                                      1997     
                                                                                               
REVENUE:                                                                                       
  Rental        $2,182,869     $(195,033)  (a)  $129,000  (a)   $25,754  (a)        $2,142,590 
  Gain on sale         ---        325,791  (f)                                         325,791 
      of property                                                                              
  Interest          70,558         75,000  (b)  (62,000)  (b)   (7,400)  (b)            76,158 

                 2,253,427        205,758         67,000         18,354              2,544,539 

EXPENSES:                                                                                      
Operating          277,323       (59,093)  (c)     9,000  (c)       773  (c)           228,003 
Interest           802,547       (69,569)  (d)                   12,240  (d)           745,218 
Depreciation                                                                                   
and amortization   358,884       (27,695)  (e)    25,460  (e)                          356,649 
General and                                                                                    
administrative     247,656            ---            ---            ---                247,656 

                 1,686,410      (156,357)         34,460         13,013              1,577,526 

Net income        $567,017       $362,115        $32,540         $5,341               $967,013 

Net income per share $.32                                                                $.55  

Weighted Average Shares Used                 Weighted Average Shares Used for Pro              
for Historical Calculation    1,764,404      Forma Calculation          1,764,404              


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WEST COAST REALTY INVESTORS, INC. 
NOTES TO PRO FORMA FINANCIAL STATEMENTS 
For the Nine Months Ended September 30, 1997

(Unaudited) 

1.   BASIS OF PRESENTATION                                                      

The pro forma statements of income  reflect operations for the Company  assuming
that the Roseville and Tycom Properties were acquired, and the Brea Property was
sold, on January 1, 1997.  This statement contains certain adjustments which are
expected to be incurred  in those properties' first  year of operations, with  a
full nine month's worth of operations  reflected in the Statement of Income  for
the nine months ended September 30, 1997.                                       

There can be no assurance that the foregoing results will be obtained.          

2.   PRO FORMA ADJUSTMENTS                                                      

The adjustments to the pro forma statement of income are as follows:            

(a) To reflect  additional rental  income for  the Roseville  and  Tycom        
    Properties from January 1, 1997 to the date of acquisition or September  30,
    1997 (whichever is  first), and the  reduction of rental  income due to  the
assumed sale of the Brea Property on January 1, 1997.                   

(b)  To eliminate interest income to reflect  funds used for the acquisition  of
     Roseville and  Tycom Properties  and the  addition  to interest  income  to
reflect funds provided by the sale of the Brea Property.              

(c)  To reflect additional property management fees for nine months based on the
     first year  of the  lease on  the Roseville  and Tycom  Properties and  the
   reflection of operating costs savings from the sale of the Brea Property.

(d)  To reflect interest expense savings for the six months on the Brea property
and to reflect added interest expense for nine months for the Tycom   
Property based on the first year of payments under the projected      
amortization schedule for the Tycom Property loan.                    

(e)  To reflect depreciation expense on the Roseville and Brea Properties from  
January 1, to September 30, 1997.                                     

(f)  To reflect the gain on the sale of the Brea Property.                      

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                       WEST COAST REALTY INVESTORS, INC.                                        
                         PRO FORMA STATEMENT OF INCOME                                          
                      FOR THE YEAR ENDED DECEMBER 31, 1996                                      

INTRODUCTION                                                                                    

     The following unaudited pro forma financial statement is presented to                      
illustrate the acquisition of the Roseville, Tycom and Java City Properties and                 
the disposition of the Brea Property as described in this offering, on the                      
results of operations of the Company.                                                           

     The unaudited pro forma statement of income has been prepared as if all the                
aforementioned properties had been occupied by their respective tenants on                      
January 1, 1996 or in the case of the Brea Property, disposed of on that date.                  
The unaudited pro forma financial statements are not necessarily indicative of                  
the Company's future operations and should be read in conjunction with the other                
financial statements and notes thereto included elsewhere in this Prospectus.                   


                        Disposition           1997 Acquisitions     1996 Acquisition            
           HISTORICAL      BREA          ROSEVILLE        TYCOM          JAVA          PRO FORMA
            DECEMBER     PROPERTY        PROPERTY        PROPERTY        CITY          CONDENSED
            31, 1996                                                   PROPERTY        DECEMBER 
                                                                                       31, 1996 
                                                                                                
REVENUE:                                                                                        
  Rental    $2,377,530  $(285,019)  (a)  $172,000  (a)  $459,348  (a)  $135,340  (a)  $2,859,199
  Gain on sale                                                                                  
     of property   ---     390,400  (f)                                                  390,400
  Interest      97,097      89,950  (b)       ---            ---       (30,475)  (b)     156,572

             2,474,627     195,331        172,000        459,348        104,865        3,406,171

EXPENSES:                                                                                       
Operating      302,858    (80,696)  (c)    10,500  (c)    14,040  (c)    17,980  (c)     264,682
Interest       880,978    (93,717)  (d)                  184,042  (d)    37,900  (d)   1,009,203
Depreciation                                                                                    
and            360,901    (36,924)  (e)    33,950  (e)    88,540  (e)    15,160  (e)     461,627
amortization                                                                                    
General and                                                                                     
administrative 224,254         ---            ---            ---            ---          224,254

             1,768,991   (211,337)         44,450        286,622         71,040        1,959,766

Net income    $705,636    $406,668       $127,550       $172,726        $33,825       $1,446,405

Net income        $.49                                                                     $.73 
per share                                                                                       

Weighted Average Shares Used                Weighted Average Shares Used for Pro                
for Historical Calculation  1,447,366       Forma Calculation (Note 3)     1,960,521            


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WEST COAST REALTY INVESTORS, INC. 
NOTES TO PRO FORMA FINANCIAL STATEMENTS 
For the Year Ended December 31, 1996 (Unaudited)

1.   BASIS OF PRESENTATION                                                      
The pro forma statements of income  reflect operations for the Company  assuming
that the Roseville, Tycom  and Java City Properties  were acquired and the  Brea
Property was  sold  on  January  1,  1996.    This  statement  contains  certain
adjustments which are expected to be incurred in those properties' first year of
operations, with a full year of operations reflected in the Statement of  Income
for the year ended December 31, 1996.                                           

There can be no assurance that the foregoing results will be obtained.          

2.   PRO FORMA ADJUSTMENTS                                                      

The adjustments to the pro forma statement of income are as follows:            

(a)  To reflect additional rental income for the Roseville, Tycom and Java  City
Properties, and a reduction of rental income for the Brea Property.   

(b)  To eliminate interest income to reflect  funds used for the acquisition  of
     Java City Property  and the addition  to interest income  to reflect  funds
provided by the sale of the Brea Property.                            

(c)  To reflect additional property management fees for year ended December  31,
     1996 on the lease of the Roseville, Tycom and Java City Properties and  the
   reflection of operating costs savings from the sale of the Brea Property.

(d)  To reflect interest expense savings for the year ended December 31, 1996 on
  the Brea property and to reflect added interest expense for year for the
Roseville, Tycom and Java City Properties based on the first year of  
payments under the projected amortization schedules.                  

(e)  To reflect depreciation expense on the Roseville, Tycom, Java City and Brea
Properties for the year ended December 31, 1996.                      

(f)  To reflect the gain on the sale of the Brea Property.                      

3.   PER SHARE AMOUNTS                                                          
The pro forma income statement assumes that the Roseville Property, Tycom       
Property and the Java City Property were owned and the Brea Property was sold as
of January 1, 1996.  The Company used approximately $5.4 million in cash to     
acquire these properties, offset by approximately $2.5 million provided by the  
sale to the Brea property.  However, as of January 1, 1996, the Company had     
approximately $2.0 million available for the acquisition of additional          
properties.  The properties were acquired primarily using funds raised          
subsequent to January 1, 1996.  Therefore, the weighted average shares          
outstanding as of December 31, 1996, was calculated assuming that an additional 
$5.7 million in shares (570,000 shares) were outstanding as of January 1, 1996, 
and that no additional shares were issued throughout the year.  This is assumed 
to be the minimum number of shares that would be sold given the offering        
expenses and reserves that are allocated against shares sold.                   

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                       WEST COAST REALTY INVESTORS, INC.                           
                            PRO FORMA BALANCE SHEET                                
                               SEPTEMBER 30, 1997                                  

                                            Historical  Pro Forma       Pro Forma  
                                            September   Adjustments     Condensed  
                                             30, 1997                   September  
                                                                         30, 1997  
                                                                                   
ASSETS:                                                                            
   Rental Real Estate                      $25,676,713  2,067,000  (1)  $25,627,682
                                                       (2,116,031) (2)             
   Cash & Cash Equivalents                   2,882,215  1,472,003  (2)    2,287,218
                                                       (2,067,000) (1)             
   Accounts Receivable                         404,203                      404,203

   Loan Origination fees, net of                                                   
   accumulated amortization of $49,872 and     122,335   (29,467)  (2)       92,868
   $40,248                                                                         

   Other Assets                                 44,869                       44,869

TOTAL ASSETS                               $29,130,335                  $28,456,840

LIABILITIES AND STOCKHOLDERS EQUITY                                                
   Accounts Payable                            $11,322                      $11,322
   Due to Related Party                         80,557                       80,557
   Dividends Payable                           383,236                      383,236
   Security Deposits and Prepaid Rents         137,392   (12,245)  (2)      125,147
   Other Liabilities                           137,484                      137,484
   Notes Payable                            12,228,139  (972,345)  (2)   11,255,794

TOTAL LIABILITIES                           12,978,130                   11,993,540

COMMITMENTS AND CONTENGENCIES                                                      

Common Stock and Additional Paid-in Capital 17,629,386                   17,629,386
Distributions in Excess of Earnings        (1,477,181)    311,095  (2)  (1,166,086)

TOTAL STOCKHOLDERS EQUITY                   16,152,205                   16,463,300

TOTAL LIABILITIES & STOCKHOLDERS EQUITY    $29,130,335                  $28,456,840


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West Coast Realty Investors, Inc. 
Notes to Pro Forma Balance Sheet
September 30, 1997

  The pro forma Balance Sheet assumes  that the Roseville Property was  acquired
and the Brea Property was sold on  September 30, 1997.  This statement  reflects
certain changes to the balance sheet  that would be reflected if the  properties
were acquired and sold on that date.                                            

Note 1 - Acquisition of Tycom Property                                          

  These adjustments  reflect the  effect of  acquiring the  Roseville  Property,
including an increase in rental real estate and a net decrease in cash and  cash
equivalents.   A significant  amount of  the proceeds  for the  purchase of  the
Roseville Property will be provided by the  sale of the Brea Property (see  Note
2).                                                                             

Note 2 - Sale of the Brea Property                                              

  These adjustments  reflect  the effect  of  the  sale of  the  Brea  Property,
including a decrease in rental real estate, security deposits and notes payable,
a net increase  in cash and  cash equivalents,  and a gain  on the  sale of  the
property.                                                                       

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(b)   Exhibits:                   

1.1  Amended Form of Selling Agreement.(1)                                      

1.2  Amended Form of Selected Dealer Agreement.(1)                              

3.1  Certificate of Incorporation (incorporated by reference to the Company's   
Registration Statement on Form S-11, File No. 33-32466).(1)           

3.1.1   Amendment to Certificate of Incorporation (incorporated by reference    
  to the Company's Registration Statement on Form S-11, File No. 33-
45802).(1)                                                      

3.2     Bylaws  (incorporated by  reference  to the  Company's  Registration    
Statement on Form S-11, File No. 33-32466).(1)                  

3.2.1   Amendment to Bylaws (incorporated by reference to the Company's         
Registration Statement on Form S-11, File No. 33-45802).(1)     

3.2.2   Amended and Restated Bylaws (incorporated by reference to the           
     Company's Registration Statement on Form S-11, File No. 33-45802).(1)

3.2.3   Amended and Restated Bylaws.(1)                                         

4    Form of Share Certificate (incorporated by reference to the Company's      
Registration Statement on Form S-11, File No. 33-32466).(1)           

5    Opinion re: legality (including consent).(1)                               

8    Opinion re: tax matters (including consent).(1)                            

10.1   Executed copy of Advisory Agreement (incorporated by reference to the    
Company's Registration  Statement on  Form S-11,  File No.  33-   
32466).(1)                                                        

10.1.1  Executed Copy of Amendment to Advisory Agreement (incorporated by       
 reference to the Company's  Registration Statement on Form  S-11,
File No. 33-45802).(1)                                          

10.1.2  Amended and Restated Advisory Agreement (incorporated by reference to   
 the Company's Registration Statement on  Form S-11, File No.  33-
45802).(1)                                                      

10.1.3  Second Amended and Restated Advisory Agreement (incorporated by         
 reference to the Company's  Registration Statement on Form  S-11,
File No.  33-75260).(1)                                         

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10.1.4   Third Amended and Restated Advisory Agreement (incorporated by         
   reference to the Company's  Registration Statement on Form  S-11,
File No. 33-75260).(1)                                        

10.2     Executed Copy of Escrow Instructions.(1)                               

10.3     Form of Dividend Reinvestment Plan (incorporated by reference to the   
      Company's Registration Statement on Form S-11, File No. 33-3246).(1)

10.4     Form of Property Management Agreement for Property Manager             
       (incorporated by reference to the Company's Registration Statement on
Form S-11, File No. 33-32466).(1)                             

10.4.1   Amended and Restated Property Management Agreement (incorporated by    
   reference to the Company's  Registration Statement on Form  S-11,
File No. 33-45802).(1)                                        

10.4.2   Second Amended and Restated Property Management Agreement.(1)          

10.5     Form of Sure Pay Agreement for Automatic Reinvestment Plan             
     (incorporated by reference to the Company's Registration  Statement
on Form S-11, File No. 33-32466).(1)                          

10.6     Agreement to Purchase Property (6491 Edinger Avenue, Huntington Beach, 
     California) incorporated by reference to the Company's Registration
Statement on Form S-11, File No. 33-32466).(1)                

10.7     Lease Re: Property (6491 Edinger Avenue, Huntington Beach, California) 
    incorporated by reference to the Company's Registration  Statement
on Form S-11, File No. 33-32466).(1)                          

10.8     Internal Revenue Service Ruling (6491 Edinger Avenue, Huntington       
Beach, California) incorporated by reference to the Company's 
Registration Statement on Form S-11, File No. 33-32466).(1)   

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10.9     Agreement of Purchase and Sale and Joint Escrow Instructions By and    
    Between Shaw-Nelson  San Clemente No. 7 ("Seller") and  Associated
      Planners Realty Investors, Inc. ("Buyer") (incorporated by reference
         to the Company's Current Report on Form 8-K dated January 17, 1992).(1)

10.10    Standard Form Lease Between Shaw/Nelson San Clemente No. 7, a          
California  Limited Partnership  and Societe  Endo Technic,  a
      California Corporation, dba  Endo Technic  Corporation (incorporated
    by reference to  the Company's  Current Report on  Form 8-K  dated
January  17, 1992).(1)                                        

10.11.1  Lease and Assignment thereof regarding the OPTO-22 Property.           
    (Incorporated by reference to the Company's Registration Statement
on Form S-11, File No. 33-45802).(1)                          

10.12    Agreement of Purchase and Sale and Escrow Instructions between IBG     
    Palm Associates, a California General Partnership and the  Company
dated January 6, 1994 re: the North Palm Street Property.     
     (Incorporated by reference to the Company's  Registration Statement
on Form  S-11, File No. 33-45802).(1)                         

10.12.1  Leases and Assignment thereof regarding the North Palm Street          
Property.    (Incorporated by  reference to  the  Company's   
Registration Statement on Form S-11, File No. 33-45802).(1)   

10.13    Real Estate Purchase Agreement between K & I Associates and West Coast 
 Realty Investors,  Inc. dated March  1, 1993. (Incorporated  by
reference to Exhibit 10.13 to Registrant's Current Report on  
Form 8-K dated  May 5, 1994).(1)                              

10.13.1  Leases re: Fresno Property.  (Incorporated by reference to Exhibit     
   10.13.1 to Registrant's Current  Report on Form 8-K dated May  5,
1994).(1)                                                     

10.13.2  First Amendment to lease re The Wherehouse.(1)                         

10.14    Agreement of Purchase and Sale of Real Property and Escrow             
        Instructions Between Birtcher Riverside Market Place Properties,  Ltd.
     and West  Coast Realty Investors,  Inc. (Incorporated  by reference
   to Exhibit 10.14 to Registrant's Current Report on Form 8-K dated
November 29, 1994).(1)                                        

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10.14.1  Riverside Market Place Lease and Assignment thereof (Incorporated by   
  reference to Exhibit 10.14.1  to Registrant's Current Report  on
Form 8-K dated November 29, 1994).(1)                         

10.14.2  Exhibits to Agreement of Purchase and Sale of Real Property and        
Escrow  Instructions Between Birtcher  Riverside Market  Place
   Properties and West Coast Realty Investors, Inc. (Incorporated by
reference to Exhibit 10.14.2 to Registrant's Current Report on
Form 8-K dated November 29, 1994, as amended).(1)             

10.14.3  Appraisal for Riverside Market Place Property.  (Incorporated by       
  reference to Exhibit 10.14.2  to Registrant's Current Report  on
Form 8-K dated November 29, 1994, as amended).(1)             

10.15    Purchase and Sale Contract between BRS-Tustin Safeguard Associates and 
   West Coast Realty Investors,  Inc. (Incorporated by reference  to
  Exhibit 10.15 to  Registrant's Current Report on  Form 8-K dated
May  22, 1995).(1)                                            

10.15.1  Standard Industrial Lease - Net between BRS-Tustin Safeguard           
  Associates and Safeguard Business Systems, Inc. (Incorporated by
  reference to Exhibit 10.15.1  to Registrant's Current Report  on
Form 8-K dated May 22, 1995).(1)                              

10.15.2  Loan Assignment and Assumption Agreement between BRS-Tustin Safeguard  
   Associates,  West Coast Realty Investors, Inc. and  Businessmen's
Assurance Company of America (Incorporated by reference to    
   Exhibit  10.15.2 to Registrant's Current Report on Form 8-K dated
May 22, 1995).(1)                                             

10.15.3  Appraisal of Safeguard Business Systems Property (Incorporated by      
  reference to Exhibit 10.15.3  to Registrant's Current Report  on
Form 8-K dated May 22, 1995).(1)                              

10.16    Purchase and Sale Agreement Dated August 28, 1995 between 26           
Technology  Partnership, L.P.  (co-owner), Jack  M.  Langston 
   (President of the  General Partner of 26  Technology Partnership,
L.P. and  co-owner), and West Coast Realty  Investors, Inc.   
  (Incorporated by reference  to Exhibit 1 to Registrant's Current
Report on Form 8-K dated September  21, 1995). (1)            

10.16.1  Appraisal Report for An Industrial Building 4400-4415 Technology       
    Drive, Fremont, California.  (Incorporated by reference to Exhibit
     2 to Registrant's Current  Report on Form  8-K dated September  21,
1995).(1)                                                     

10.16.2  Standard Industrial Lease between CMS Welding & Machining and 26       
Technology  Partnership,  L.P. dated  November  2,  1993.     
 (Incorporated by reference to Exhibit 3 to Registrant's Current
Report on Form  8-K dated September 21, 1995).(1)             

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10.16.3  Promissory note secured by deed of trust dated July 1, 1995,           
    including assignment of leases, environmental indemnity agreement,
and other supporting documents.  (Incorporated by reference to
Exhibit 4 to Registrant's Current Report on Form 8-K dated    
September 21, 1995).(1)                                       

10.16.4  Environmental Site Assessment for 4415 and 4425 Technology Drive       
dated February 24, 1995.  (Incorporated by reference to       
 Registrant's  Current Report on  Form 8-K  dated September  21,
1995).(1)                                                     

10.17    Agreement of  Purchase and Sale and Joint Escrow Instructions for 717  
and 721 West Del Paso Road (with exhibits). (1)               

10.17.1  Standard Industrial Lease-Net dated April 10, 1989 (as amended) on     
717 West Del Paso Road.(1)                                    

10.17.2   Guarantee of a portion of the Rent on 717 West Del Paso Road. (1)     

10.17.3   An Appraisal of An Office/Industrial Facility at 717 and 721 West     
  Del Paso Road, Sacramento, California, dated June 5, 1996. (1)

10.17.4   Amendment No. 1 to Form S-11 Registration Statement dated April 16,   
1996 (1)                                                    

10.18     Agreement of Purchase  and Sale and  Joint Escrow Instructions  for   
  Applebee's Restaurant Facility, 6700 Stanford Ranch Road (with
exhibits) (2)                                               

10.18.1   Guarantee of Lease on the Applebee's Restaurant Facility. (2)         

10.18.2   Standard Trilpe-Net Lease dated November 26, 1997 on the Applebee's   
Restaurant Facility. (2)                                    

10.18.3   An Appraisal  of an  Applebee's Restaurant  Facility, 6700  Stanford  
 Ranch Road, Roseville,  California, dated August 12, 1997 (2)

24.1      Consent of BDO Seidman, LLP.(1)                                       

24.2      Consent of Gipson Hoffman & Pancione.(1)                              

24.3      Consent of Hunnicutt Okamoto & Associates.(1)                         

(1) Previously filed.                                     

(2) Filed herewith.                                       

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Item 36.     Undertakings.                                                      

A.    Subject to the terms and conditions of Section 15(d) of the Securities    
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file      
with the Securities and Exchange commission such supplementary and periodic     
information, documents and reports as may be prescribed by any rule or          
regulation of the Commission heretofore or hereafter duly adopted pursuant to   
authority conferred in that section.                                            

B.    The undersigned Registrant hereby undertakes:                             

1.   To file, during any period in which offers or sales are being made, a      
Post-Effective Amendment to this Registration Statement:              

         (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                       

    (ii)  To reflect in the prospectus any facts or events arising
                after the effective date of the Registration Statement (or the
      most recent Post-Effective Amendment thereof) which,
           individually or in the aggregate, represent a fundamental
         change in the information set forth in the Registration
Statement; and                                

       (iii)  To include any material information with respect to the plan
              of distribution not previously disclosed in the Registration
             Statement or any material change to such information in the
Registration Statement.                       

2.   To remove from registration by means of a Post-Effective Amendment any of  
the securities being registered which remain unsold at the termination of the   
offering.                                                                       

C.   The Registrant undertakes to file a sticker supplement pursuant to Rule    
424(c) under the Securities Act of 1933 during the distribution period          
describing each property not identified in the prospectus at such time as       
there arises a reasonable probability that such property will be acquired       
and to consolidate all such stickers into a Post-Effective Amendment filed      
at least once every three months with the information contained in such         
Amendment provided simultaneously to the existing shareholders of the           
Registrant.  Each sticker supplement will disclose all compensation and fees    
received by the Advisor or its Affiliates in connection with any such           
acquisition.  The Post-Effective Amendment will include audited financial       
statements meeting the requirements of Rule 3-14 of Regulation S-X only for     
properties acquired during the distribution period.                             

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D.   The Registrant also undertakes to file after the end of the distribution   
period a current report on Form 8-K, containing the financial statements and    
any additional information required by Rule 3-14 of Regulation S-X, to          
reflect each commitment (i.e., the signing of a binding purchase agreement)     
made after the end of the distribution period involving the use of 10 percent   
or more (on a cumulative basis) of the net proceeds of the offering and to      
provide the information contained in such report to the Registrant's            
shareholders at least once each quarter after the distribution period of the    
offering has ended.                                                             

E.  The Registrant hereby undertakes to provide to the principal underwriter,   
at the closing specified in the Selling Agent Agreement, certificates in such   
denominations and registered in such names as required by the underwriters to   
permit prompt delivery to each purchaser.                                       

F.  The undersigned Registrant hereby undertakes that:                          

(1)  For purposes of determining any liability under the Securities Act of      
1933, the information omitted from the form of prospectus filed as part of a    
registration statement in reliance upon Rule 430A and contained in the form of  
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)  
under the Securities Act of 1933 shall be deemed to be part of this             
Registration Statement as of the time it was declared effective.                

(2)  For the purpose of determining any liability under the Securities Act of   
1933, each Post-Effective Amendment that contains a form of prospectus shall    
be deemed to be a new Registration Statement relating to the securities         
offered therein, and the offering of such securities at that time shall be      
deemed to be the initial bona fide offering thereof.                            

(3)  That all Post-Effective Amendments will comply with the applicable forms,  
rules and regulations of the Commission in effect at the time such Post-        
Effective Amendments are filed.                                                 

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G.   Insofar as indemnification for liabilities arising under the Securities    
Act of 1933 may be permitted to directors, officers and controlling persons     
of the Registrant pursuant to the provisions referred to in Item 33 hereof,     
or otherwise, the Registrant has been advised that in the opinion of the        
Securities and Exchange Commission such indemnification is against public       
policy as expressed in said Act and is, therefore, unenforceable.  If a         
claim for indemnification against such liabilities (other than the payment      
by Registrant of expenses incurred or paid by a director, officer or            
controlling person of the Registrant in the successful defense of any           
action, suit or proceeding) is asserted by such director, officer or            
controlling person in connection with the securities being registered, the      
Registrant will, unless in the opinion of counsel the matter has been           
settled by controlling precedent, submit to a court of appropriate              
jurisdiction the question whether such indemnification by it is against         
public policy as expressed in the said Act and will be governed by the          
final adjudication of such issue.                                               

H.  The undersigned Registrant hereby undertakes that it will provide its       
Shareholders the financial statements required by Form 10K and Form 10Q         
promulgated under the Securities Exchange Act of 1934.                          

I.   The Registrant undertakes to send to each Shareholder on an annual basis   
a detailed statement of any transaction with the Advisor or its Affiliates,     
and of fees, commissions, compensation and other benefits paid, or accrued      
to the Advisor or its Affiliates for the fiscal year completed, showing the     
amount paid or accrued to each recipient and the services performed.            

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the     
Registrant certifies that it has reasonable grounds to believe that it meets    
all of the requirements for filing on Form S-11 and has duly caused this        
Post-Effective Amendment to Registration Statement to be signed on its behalf   
by the undersigned, thereunto duly authorized, in Los Angeles, California       
on December 15, 1997.                                                           

                               WEST COAST REALTY INVESTORS, INC.
                    a Delaware corporation

                           By:*/s/Philip N. Gainsborough

                          Philip N. Gainsborough
                           Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment to   
Registration Statement has  been signed below by the following persons in the   
capacities and on the dates indicated:                                          

SIGNATURE                           TITLE                   DATE                

*/s/Philip N. Gainsborough         Director and             December 15, 1997   
Philip N. Gainsborough        Chief Executive Officer                           

*/s/W. Thomas Maudlin, Jr.          Director and            December 15, 1997   
W. Thomas Maudlin, Jr.              President                                   

*/s/Michael G. Clark               Vice President,          December 15, 1997   
Michael G. Clark                 Treasurer and Chief                            
     Financial Officer

*/s/George Young                      Director              December 15, 1997   
George Young                                                                    

*/s/Steve Bridges                     Director              December 15, 1997   
Steve Bridges                                                                   

*/s/James W. Coulter                  Director              December 15, 1997   
James W. Coulter                                                                

*/s/Michael G. Clark                                        December 15, 1997   
Michael G. Clark                                                                
(Attorney-in-fact Pursuant to                                                   
Power of Attorney previously filed)                                             

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NOTICE OF ASSIGNMENT                                                            

OF RIGHTS UNDER PURCHASE AND SALE AGREEMENT                                     

WEST COAST REALTY INVESTORS, INC.                                               
ASSIGNOR CHRISTIAN. KNOX                                                        
ASSIGNEE: ASSET PRESERVATION, INK                                               
PROPERTY ADDRESS: SEE ATTACHED EXHIBIT "A., ROSEVILLE, CALIFORNIA,              

YOU ARE HEREBY NOTIFIED THAT CHRISTIAN J. KNOX, "ASSIGNOR" HAS ASSIGNED         
HIS/HER/THEIR/ITS RIGHTS UNDER THE PURCHASE AND SALE AGREEMENT DATED , TO ASSET 
PRESERVATION, INC., "ASSIGNEE", AS HIS/HER/THEIR/ITS QUALIFIED INTERMEDIARY FOR 
THE PURPOSE OF A 1031 TAX DEFERRED EXCHANGE                                     

ASSIGNOR:                                                                       

BY:                                                                             
CHRISTIAN J. KNOX                                                               
DATED                                                                           

PURCHASER : WEST COAST REALTY INVESTORS, INC.                                   

ASSIGNEE ASSET PRESERVATION, INC.                                               
A CALIFORNIA CORPORATION                                                        

WEST COAST REALTY INVESTORS, INC.                                               

BY:                                                                             
WEST COAST REALTY INVESTORS, INC.                                               

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EXHIBIT A 

City of Roseville                                                               

Order     No.  90014143                                                         

Parcel 2, as shown on Parce1 Map of Stanford Crossing recorded on March 28, 1997
in Book 28 of Parcel Maps at page 160, Placer County Records .                  

EXCEPTING THERE:FROM all oil, gas, minerals, hydrocarbon and kindred substance  
lying below a depth of 500 feet as reserved in that certain Deed recorded May 5,
1982 in Book 2491, page 696, and that certain Deed recorded July 24, 1972 in    
Book 1432 at page 305, Placer County Records.                                   

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AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS 

By and Between

CHRISTIAN KNOX

('"Seller") 

and 

WEST COAST REALTY INVESTORS, INC. 

("Buyer") 

Effective Date: July 8, l997

Project:
Applebee's Restaurant 
6700 Stanford Ranch Road
Roseville, California 95678 

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AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS 

THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ("Agreement") 
is made and entered into as of the Effective Date by and between Seller and     
Buyer. The terms of this Agreement and the Escrow Holder's instructions are as  
follows:                                                                        
ARTICLE 1 

CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS                                  
Set forth below are certain definitions and fundamental provisions for the      
purposes of this Agreement.                                                     

1.1 "Agreement" means this Agreement of Purchase and Sale and Joint             
Escrow Instructions.                                                            

1.2 "Building" means the improvements required to be constructed pursuant to the
terms of the Tenant Lease in accordance with the Building Plans.                

1.3 "Building Plans" means the plans and specifications for the construction of 
the Building to be constructed in accordance with the terms of the Tenant Lease.

1.4 "Buyer's Address" means the following:                                      

West Coast Investors Realty, Inc.                                               
5933 West Century Boulevard, Suite 900                                          
Los Angeles, California 90045-5454                                              
Attn: W. Thomas Maudlin, Jr.                                                    
Facsimile No.: (310) 337-9895                                                   
Telephone No.: (310) 337-9700                                                   

With a copy to:                                                                 

Allen, Matkins, Leck Gamble & Mallory LLP                                       
515 South Figueroa Street, Seventh Floor                                        
Los Angeles, California 90071-3398                                              
Attn: Michael L. Matkins, Esq.                                                  
Facsimile No.: (213) 620-8816                                                   
Telephone No.: (213) 622-5555                                                   

1.5 "Closing Date" means the date which is not less than ten (10) days nor more 
than thirty (30) days after the occurrence of both (a) the Completion of the    
Building and (b) the occupancy of the Building by the Tenant pursuant to the    
terms of the Tenant Lease. The Closing Date shall be determined by Buyer giving 
written notice thereof to Seller upon Buyer's                                   

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receipt of written notice from Seller that the Completion of the Building has   
occurred and that the Tenant is occupying the Building pursuant to the terms of 
the Tenant Lease.                                                               

1.6 "Completion of the Building" means the date that the architect who prepared 
the Building Plans certifies that the Building has been completed in strict     
conformance with the Building Plans and the Tenant has certified in writing that
it accepts the Building as having been constructed and completed in accordance  
with the terms of the Tenant Lease.                                             

1.7  "Deposit" means Twenty Five Thousand Dollars ($25,000).                    

1.8  "Effective Date" means the Effective Date set forth on the facing          
page of this Agreement.                                                         

1.9 "Escrow Holder" means Commerce Escrow whose address is:                     

1545 Wilshire Boulevard, Suite 600                                              
Los Angeles, California 90017                                                   
Attn: Phil Graf                                                                 
Facsimile: (213) 484-0417                                                       
Telephone: (213) 484-0855                                                       

1.10 "Guaranty" means that certain Guaranty of Lease executed by Christian Knox 
which Guaranty guarantees payment and performance by the Tenant under the Tenant
Lease.                                                                          

1.11 "Improvements" means all buildings, fixtures, structures, parking areas,   
landscaping and other improvements constructed and located on the Land,         
including, but not limited to, the Building, together with all machinery and    
mechanical, electrical, HVAC and plumbing systems (other than Personal Property)
used in the operation thereof, but excluding any such items owned by Tenant or  
public or private utilities or contractors under contract.                      

1.12 "Inspection Period" means the period commencing on the Effective Date and  
ending at 5:00 p.m. P.S.T. on the thirtieth (30th) day following Buyer's receipt
of the Due Diligence Materials described in Paragraph 5.5.                      

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1.13 "Land" means that certain real property located in the City of Roseville,  
County of Placer, State of California, and more particularly described in       
Exhibit 1.13 attached hereto and incorporated herein by this reference, together
with all right, title and interest of the Seller in and to all streets, alleys, 
easements and rights-of-way in, on, across, in front of, abutting or adjoining  
said real property.                                                             

1.14 "Project" means, collectively, the Land and Improvements and is commonly   
known as set forth on the facing page of this Agreement.                        

1.15 "Property" means, collectively, all of Seller's right, title and interest  
in the Land, the Improvements, the Personal Property, the Tenant Lease, the     
Tenant Deposit, the Licenses and Permits, the Plans and Records and the Service 
Contracts.                                                                      

1.16 "Purchase Price" means One Million Nine Hundred Fifty Thousand             
Dollars ($1,950,000).                                                           

1.17 "Seller's Address" means the following:                                    

633 East Victor Road, Suite E                                                   
Lodi, California 95240                                                          
Attn: Christian Knox                                                            
Facsimile No.: (209) 367-5401                                                   
Telephone No.: (209) 367-7517                                                   

1.18 "Survival Period" means the period commencing on the Closing and ending    
5:00 p.m. P.S.T. on the second (2nd) anniversary of the Closing.                

1.19 "Tenant" means Christian Knox.                                             

1.20 "Tenant Lease" means that certain Tenant Lease entered into or to be       
entered into between Seller and Tenant which Tenant Lease shall contain the     
following terms which will otherwise be acceptable to Buyer: .                  

Term:          20 years                                                         
Base Rent:     $172,000 per annum, payable in equal monthly installments        

Rent Increases:     12.5% every 60 months                                       
Other:              Triple Net                                                  

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1.21 "Title Company" means First American Title Company whose address is:       

First American Title Company                                                    
11855 Edgewood Road                                                             
Auburn, California 95604-5046                                                   
Attn:                                                                           
Facsimile No.: (916) 888-8035                                                   
Telephone No.: (916) 885-2464                                                   

In addition to those terms defined above, capitalized terms used in this        
Agreement shall have the meanings following the use of such terms or, if no     
definition is so set forth, such capitalized terms shall have the meanings set  
forth in the Glossary of Terms included in this Agreement.                      

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ARTICLE 2 

PURCHASE AND SALE 

Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the   
Property upon the terms and conditions set forth in this Agreement.             

ARTICLE 3 
PURCHASE PRICE

The Purchase Price for the sale and conveyance of the Property is specified in  
Article 1.                                                                      

ARTICLE 4 
PAYMENT OF PURCHASE PRICE 

The Purchase Price shall be payable as follows:                                 

4.1 Deposit. Upon the Opening of Escrow, Buyer shall deposit with Escrow Holder 
the Deposit specified in Article 1 in cash or Cash Equivalent.                  

The Deposit shall be invested by Escrow Holder in an interest-bearing money     
market account maintained at a federally-insured state or national bank located 
in the State in which the Project is situated. All interest earned shall be     
reported to the Internal Revenue Service as income of Buyer and such interest   
shall increase and become part of the Deposit. Buyer shall promptly execute all 
forms reasonably requested by Escrow Holder in connection with depositing the   
Deposit in such interest-bearing account.                                       

If this Agreement is terminated by either Seller or Buyer as provided in this   
Agreement, Escrow Holder shall deliver the portion of the Deposit then held by  
Escrow Holder to the party entitled thereto pursuant to the applicable terms of 
this Agreement.                                                                 

If the purchase and sale transaction contemplated by this Agreement is          
consummated in accordance with the terms of this Agreement, the Deposit shall be
applied and credited toward payment of the Purchase Price at Closing.           

4.2 Cash Balance. On or before the Closing, Buyer shall deposit into Escrow cash
or Cash Equivalent in the amount of the balance of the Purchase Price. If the   
purchase and sale contemplated by this Agreement is consummated in accordance   
with the terms of this Agreement, such amount shall be applied toward payment of
the Purchase Price at the Closing.                                              

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ARTICLE 5 

ENTRY, INSPECTIONS AND EXAMINATION

5.1 Inspections. Tests and Studies. Seller shall permit Buyer and its authorized
agents and representatives to enter upon the Project at all reasonable times    
prior to line Closing during normal business hours to inspect and conduct       
necessary tests and studies of the Project, as determined by Buyer. Buyer shall 
notify Seller in writing of its intention or the intention of its agents or     
representatives to enter upon the Project at least: forty-eight (48) hours prior
to such intended entry. Buyer shall bear the cost of all such inspections, tests
and studies. In conducting any inspections, tests or studies, Buyer and its     
authorized agents and representatives shall (a) comply with all terms of the    
Tenant Lease regarding entry rights and obligations of Seller to Tenant, (b) not
disturb the Tenant or interfere with its use of the Project pursuant to the     
Tenant Lease, (c) not interfere with the operation, use and maintenance of the  
Project, (d) not damage any part of the Project or any personal property owned  
or held by Tenant or any third party, (e) not injure or otherwise cause bodily  
harm to Seller or any of its respective agents, contractors and employees or    
Tenant or other third party, (f`) promptly pay when due the cost of all         
inspections, tests or studies, (g) not permit any liens to attach to the Project
by reason of the exercise of their rights under this Paragraph, and (h) fully   
restore the Project to the condition in which the same was found before any such
inspections, tests or studies were undertaken.                                  

5.2 Seller's Books and Records. Seller shall permit Buyer and its authorized    
agents and representatives to inspect and examine all books, records and files  
of Seller relating to the Property ("Seller's Books and Records") at all        
reasonable times prior to the Closing during normal business hours. Buyer shall 
notify Seller in writing of its intention or the intention of its agents or     
representatives to inspect and examine Seller's Books and Records at least      
forty-eight (48) hours prior to such intended inspection and examination. Buyer 
shall be entitled to communicate directly with the Authorities and Tenant in    
connection with the proposed purchase and sale transaction contemplated by this 
Agreement. Buyer shall bear the cost of all inspections and examinations of     
Seller's Books and Records and of all communications with the Authorities or any
Tenant.                                                                         

5.3 Buyer's Indemnity. Buyer hereby agrees to indemnify, defend, protect and    
hold Seller and its agents, employees and contractors harmless from and against 
any and all liens, claims, losses, liabilities, damages, costs, expenses, causes
of action (including reasonable attorneys' fees and court costs) arising out of 
(a) Buyer's inspections, tests and studies, and (b) Buyer's examination and     
inspection of Seller's Books and Records.                                       

5.4 Review of Due Diligence Materials. Within ten (10) days after the Opening of
Escrow, Seller shall deliver to Buyer for Buyer's review and approval the       
documents and materials ("Due Diligence Materials") respecting the Property set 
forth below.                                                                    

5.4. 1 Title. A standard preliminary title report and an "extended coverage"    
supplemental title report (each as of a date not earlier than thirty (30) days  
prior to the Opening of Escrow) issued by the Title Company with respect to the 
Project                                                                         

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together with an A.L.T.A. survey ("Surveys) of the Project accompanied by a     
certificate from a licensed surveyor, together with legible copies of all       
documents, whether recorded or unrecorded, referred to in the preliminary title 
report, supplemental title report and Survey.                                   

5.4.2 Personal Propertv Inventorv. A detailed list ("Inventory") describing all 
of the Personal Property as of a date not earlier than thirty (30) days prior to
the Opening of Escrow.                                                          

5.4.3 Tenant Lease. A copy of the Tenant Lease and Guaranty.                    

5.4.4 Service Contracts. A list ("Service Contract List") and legible copies of 
all Service Contracts identifying the names of the parties thereto and the date 
of such Service Contracts (including all amendments, modifications and          
supplements).                                                                   

5.4.5 Plans and Reports. A list ("Plans and Reports List") and copies of all    
Plans and Reports in Seller's possession or reasonably available to Seller,     
including a Level 1 Toxic Waste Report respecting the Project prepared within   
one hundred eighty (180) days of the Effective Date.                            

5.4.6 Licenses and Permits. A list ("License List") and conies of all Licenses  
and Permits.                                                                    

5.4.7 Insurance Policies. A list ("Insurance List") and copies of all           
Insurance Policies.                                                             

5.4.8 Property Tax Bills. Copies of the bills issued for the three (3) most     
recent years for all real property taxes and assessments and personal property  
taxes and copies of all notices or documents for any assessments or bonds       
relating to the Property.                                                       

5.4.9 UCC Searches. Current searches ("WCC Searches") of all Uniform Commercial 
Code Statements filed with respect to the Property.                             

5.4.10 Other Information. All other information and legible copies of any       
additional documents in Seller's possession which, in the Seller's good faith   
judgment, may materially affect the economic or physical condition of the       
Property.                                                                       

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5.5 No Negation of Representations and Warranties. The exercise or undertaking  
by Buyer of an inspection, examination, test or study or the review by Buyer of 
Seller's Books and Records on the Due Diligence Materials or any other act by   
Buyer shall not negate any representation, warranty or covenant of Seller or    
modify any of Buyer's rights or Seller's obligations in the event of any breach 
by Seller of its representations, warranties or covenants in this Agreement.    

ARTICLE 6 

ESCROW

6.1 Opening of Escrow. Buyer and Seller shall promptly cause the Opening of     
Escrow to occur by delivering a fully executed copy of this Agreement to Escrow 
Holder. Buyer and Seller hereby authorize their respective attorneys to execute 
and deliver to Escrow Holder any additional or supplementary instructions as may
be necessary or convenient to implement the terms of this Agreement and close   
the transaction contemplated hereby. Buyer and Seller also agree to execute, if 
necessary, Escrow Holder's standard or pre-printed Escrow Instructions but only 
to the extent the same are consistent with this Agreement; provided, however,   
any such additional, supplementary and/or preprinted standard Escrow            
Instructions shall not supersede or conflict with this Agreement and any such   
conflict shall be governed by the terms of this Agreement.                      

6.2 Indemnification and Non-Liability of Escrow Holder.                         

6.2.1 Indemnification of Escrow Holder. If this Agreement or any matter relating
to this Agreement shall become the subject of any litigation or controversy,    
Buyer and Seller agree, jointly and severally, to hold Escrow Holder free and   
harmless from any loss or expense, including attorneys' fees, that may be       
suffered by it by reason thereof. In the event conflicting demands are made or  
notices served upon Escrow Holder with respect to this Agreement, the Buyer and 
Seller expressly agree that Escrow Holder shall be entitled to file a suit in   
interpleader and obtain an order from the court requiring Buyer and Seller to   
interplead and litigate their several claims and rights among themselves. Upon  
the filing of the action in interpleader, Escrow Holder shall be fully released 
and discharged from any obligations imposed upon it by this Agreement.          

6.2.2 Nonliability of Escrow Holder. Escrow Holder shall not be liable for the  
sufficiency or correctness as to form, manner, execution or validity of any     
instrument deposited with it, nor as to the identity, authority or rights of any
person executing such instrument, nor for failure to comply with any of the     
provisions of any agreement, contract or other instrument filed with Escrow     
Holder or referred to herein. Escrow Holder's duties hereunder shall be limited 
to the safekeeping of such money, instruments or other documents received by it 
as Escrow Holder, and for their disposition in accordance with the terms of this
Agreement. Notwithstanding the foregoing, if Escrow Holder is also acting as the
Title Company under the terms of this Agreement, nothing in this Paragraph 6.2.2
shall limit the liability of Escrow Holder under the Title Policy.              

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6.3 Closing Date. The Closing shall occur through Escrow on the Closing Date.   

6.4 Seller's Deliveries. Seller hereby covenants and agrees to deliver or caused
to be delivered to Escrow Holder at least one (1) day prior to the Closing Date 
the following instruments and documents:                                        

6.4.1 Grant Deed. A Grant Deed ("Grant Deed"), duly executed and acknowledged in
recordable form by Seller, conveying the Project to Buyer. -The Grant Deed shall
be in the form of, and upon the terms contained in, Exhibit 6.4.1 attached      
hereto.                                                                         

6.4.2 Bill of Sale. Two (~2) counterpart originals of a bill of sale ("Bill of  
Sale") duly executed and acknowledged by Seller in favor of Buyer, assigning and
conveying to Buyer all of Seller's right, title and interest in and to the      
Personal Property. The Bill of Sale shall be in the form of, and upon the terms 
contained in, Exhibit 6.4.2 attached hereto. If any of the Personal Property is 
licensed or registered motor vehicles, Seller shall also deliver to Buyer       
assignments of title to all such vehicles together with the original            
certificates of title thereto.                                                  

6.4.3 Assignment of Tenant Lease. Two (2) counterpart originals of an Assignment
of Tenant Lease ("Tenant Lease Assignment") duly executed and acknowledged by   
Seller assigning to Buyer all of Seller's right, title and interest in and to   
the Tenant Lease. The Tenant Lease Assignment shall be in form, and upon the    
terms contained in, Exhibit 6.4.3 attached hereto.                              

6.4.4 General Assignment. Two) counterpart originals of an assignment ("General 
Assignment"), duly executed by Seller, assigning to Buyer all of Seller's right,
title and interest in and to the Licenses and Permits, Plans and Reports and    
Service Contracts. The General Assignment shall be in the form of, and upon the 
terms contained in, Exhibit 6.4.4 attached hereto.                              

6.4.5 Non-Foreign Certification. A certification duly executed by Seller under  
penalty of perjury in the form of, and upon the terms set forth in, the         
Non-Foreign Certificate Transferor's Certification of Non-Foreign Status        
attached hereto as Exhibit 6.4.5 ("Non-Foreign Certificate')..                  

6.4.6 Tenant Notification Letter. A letter to the Tenant ("Tenant Notification  
Letter"), duly executed by Seller and dated as of the Close of Escrow, notifying
each Tenant that: (a) the Project has been sold to Buyer; (b) all of Seller's   
right, title and interest in and to the Tenant Lease and Tenant Deposit have    
been assigned to Buyer; and (c) commencing immediately, all rent and other      
payments and any notices under the Tenant Lease are to be paid and sent to      
Buyer. The Tenant Notification Letter shall be in the form, and upon the terms  
contained in, Exhibit 6.4.6.                                                    

6.4.7 Change of Address. Written notices executed by Seller to the taxing       
Authorities having jurisdiction over the Project, changing the address for      
service of notice and delivery of statements and bills.                         

6.4.8 Proof of Authority. Such proof of Seller's authority and authorization to 
enter into this Agreement and consummate the transactions contemplated hereby,  
and such proof of the power and authority of the individual(s) executing and/or 

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delivering any instruments, documents or certificates on behalf of Seller to act
for and bind Seller as may be reasonably required by Title Company and/or Buyer.

6.4.9 Lien Affidavits. Any lien affidavits or mechanic's lien indemnifications  
as may be reasonably requested by the Title Company in order to issue the Title 
Policy.                                                                         

6.5 Buyer's Deliveries. Buyer hereby covenants and agrees to deliver or cause to
be delivered to Escrow Holder on or at least one (1) business day prior to the  
Closing the following:                                                          

6.5.1 Purchase Price. The balance of the Purchase Price, net of all prorations, 
closing costs and other funds required to be paid or provided by Buyer under    
this Agreement.                                                                 

6.5.2 Tenant Lease Assignment. Two (2) counterpart originals of the Tenant Lease
Assignment duly executed and acknowledged by Buyer.                             

6.5.3 General Assignment. Two (2) counterpart originals of the General          
Assignment duly executed by Buyer.                                              

6.6 Prorations.                                                                 

6.6.1 General. All items to be prorated shall be prorated as of 11:59 P.M. on   
the day preceding the Closing. For purposes of calculating prorations, Buyer    
shall be deemed to be in title to the Property, and therefore entitled to the   
income and responsible for the expenses, for the entire day upon which the      
Closing occurs. All proration items pertaining to the month in which the Closing
occurs shall be prorated based upon the actual number of days in such month.    

6.6.2 Revenues. Revenues shall be prorated as of the Close of Escrow. "Revenues"
includes fixed monthly rentals, additional rentals, percentage rentals,         
escalation rentals, retroactive rentals, operating cost pass throughs,          
reimbursements, income and other revenues and charges payable by Tenants under  
the Tenant Leases.                                                              

6.6.3 Tenant Deposit. Buyer shall be credited and Seller shall be debited with  
an amount equal to all Tenant Deposit (and any interest accrued thereon for the 
benefit of a Tenant) being held by Seller or any other person under the Tenant  
Lease. Seller shall retain the Tenant Deposit.                                  

6.6.4 Prepaid Rentals. Rentals received by Seller attributable to periods after 
the Close of Escrow and the amount of any other credits due Tenants shall be    
credited to Buyer and debited to Seller at the Closing. Seller shall retain all 
such prepaid rentals.                                                           

6.6.5 Taxes and Assessments. All non-delinquent real estate taxes on the        
Property shall be prorated based on the actual current tax bill, but if such tax

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bill has not yet been received by Seller by the Closing then current year's     
taxes shall be deemed to be one hundred two percent (102%) of the amount of the 
previous year's tax bill. All delinquent taxes and all assessments, if any, on  
the Project shall be paid at the Closing from funds accruing to Seller.         

6.6.6 Operating Expenses. All utility service charges for electricity, heat and 
air conditioning service, other utilities, elevator maintenance, common area    
maintenance, taxes (other than real estate taxes) such as rental taxes, other   
expenses incurred in operating the Project that Seller customarily pays, and any
other costs incurred in the ordinary course of business or the management and   
operation of the Project shall be prorated on an accrual basis. Seller shall pay
all such expenses that accrue prior to the Closing and shall pay all such       
expenses accruing on the Closing and thereafter. To the extent possible, Seller 
and Buyer shall obtain billings and meter readings as of the Closing to aid in  
such prorations.                                                                

6.6.7 Commissions. Seller shall pay in full all leasing commissions with respect
to the Tenant Lease entered into as of or prior to the Closing without          
contribution or proration from Buyer.                                           

6.6.8 Capital Expenditures. All capital and other improvements (including labor 
and materials) which are performed or contracted for by Seller at or prior to   
the Closing will be paid by the Seller, without contribution or proration from  
Buyer.                                                                          

6.6.9 Service Contracts. Amounts payable under Service Contracts shall be       
prorated on an accrual basis. Seller shall pay all amounts due thereunder which 
accrue prior to the Closing and Buyer shall pay all amounts accruing on the     
Closing and thereafter.                                                         

6.6.10 Method of Proration. All prorations shall be made in accordance with     
customary practice in the County, except as expressly provided herein. Buyer and
Seller agree to cause their accountants to prepare a schedule of tentative      
prorations prior to the Closing. Such prorations, if and to the extent known and
agreed upon as of the Closing, shall be paid by Buyer to Seller (if the         
prorations result in a net credit to the Seller) or by Seller to Buyer (if the  
prorations result in a net credit to the Buyer) by increasing or reducing the   
cash to be paid by Buyer at the Closing. Any such prorations not determined or  
not agreed upon as of the Closing shall be paid by Buyer to Seller, or by Seller
to Buyer, as the case may be, in cash as soon as practicable following the      
Closing. A copy of the schedule of prorations as agreed upon by Buyer and Seller
shall be delivered to Escrow Holder at least three (3) business days prior to   
the Closing Date.                                                               

6.7 Disbursements and Other Actions by Escrow Holder. Upon the Closing, Escrow  
Holder shall promptly undertake all of the following in the manner          
hereinbelow indicated:                                                      
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6.7.1 Funds. Disburse all funds deposited with Escrow Holder as follows:        

6.7.1.1 Closing Costs. Pay all closing costs which are to be paid through Escrow
(e.g., recording costs, documentary transfer taxes, Title Policy premium and    
escrow fees and costs).                                                         

6.7.1.2 To Seller. After deducting therefrom the amounts expended by Escrow     
Holder in accordance with Paragraph 6.7.1.1 which are chargeable to the account 
of Seller (as provided in Paragraph 6.7.4 below) and deducting therefrom or     
adding thereto (as appropriate) the net amount of the prorations pursuant to    
Paragraph 6.6 above, disburse the Purchase Price to Seller in accordance with   
separate wiring instructions to be delivered to Escrow Holder by Seller.        

6.7.1.3 To Buyer. Disburse any remaining funds to Buyer in accordance with      
separate instructions to be delivered to Escrow Holder by Buyer.                

6.7.2 Recordation. Cause to be recorded in the Official Records the Deed (with  
documentary transfer tax, if any, to be shown by a separate unrecorded          
affidavit) and any other documents which Seller and Buyer hereto may mutually   
direct to be recorded in the Official Records and obtain conformed copies       
thereof for distribution to Buyer and Seller.                                   

6.7.3 Delivery of Documents. Escrow Holder shall:                               

6.7.3.1 Direct the Title Company to issue the Title Policy to Buyer.            

6.7.3.2 Combine into two separate fully executed originals and deliver one each 
to Buyer and Seller each of the two (2) original counterparts of the Tenant     
Lease Assignment and General Assignment executed by Seller and Buyer.           

6.7.3.3 Deliver to Buyer the Non-Foreign Certificate and the Bill of Sale       
executed by Seller.                                                             

6.7.3.4 Deliver the Tenant Notice to Buyer or, if requested by Buyer under      
separate written instructions to Escrow Holder, to the applicable Tenant by     
certified mail, return receipt requested. All return receipts received by the   
Escrow Holder or Buyer shall be delivered to Seller.                            

6.7.4 Closing Costs. Seller shall pay (a) the premium for the Title Policy, (b) 
all City and County documentary transfer taxes assessed on recordation of the   
Deed, (c) one-half (1/2) of all escrow fees and costs and (d) all sales and     
gross receipts taxes. Buyer shall pay (x) any document recording charges and (y)
one-half (1/2) of all escrow fees and costs. Buyer and Seller shall each pay all
legal and professional fees and                                                 
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fees of other consultants incurred by Buyer and Seller, respectively. AU other  
costs and expenses shall be allocated between Buyer and Seller in accordance    
with the customary practice in the County.                                      

6.8 Seller's Deliveries to Buyer Upon Closing. Seller shall deliver to Buyer, on
or prior to the Closing, the following:                                         

6.8.1 Project. Possession of the Project.                                       

6.8.2 Tenant Lease. Original of the Tenant Lease or, to the extent an original  
Tenant Lease is unavailable, a duplicate original thereof with a certificate    
executed by Seller warranting the authenticity of such duplicate original.      

6.8.3 Service Contracts. Originals of all Service Contracts or, to the extent an
original Service Contract is unavailable, a duplicate original thereof with a   
certificate executed by Seller warranting the authenticity of such duplicate    
original.                                                                       

6.8.4 Licenses and Permits. Originals of all Licenses and Permits or, to the    
extent an original of a License or Permit is unavailable, a duplicate original  
thereof with a certificate executed by Seller warranting the authenticity of    
such duplicate original.                                                        

6.8.5 Plans and Records. Originals of the Plans and Records.                    

6.8.6 Keys. Keys to all entrance doors to the Improvements and keys to all      
Personal Property, which keys shall be properly tagged for identification.      

6.8.7 Personal Property. Possession of the Personal Property.                   

ARTICLE 7 

CONDITIONS TO CLOSING 

7.1 Conditions Precedent to Buyer's Obligations. The Closing and Buyer's        
obligations with respect to the transactions contemplated by this Agreement are 
subject to the satisfaction, not later than the Closing (unless otherwise       
provided), of the following conditions:                                         

7.1.1 Inspections and Studies. As of the expiration of the Inspection Period,   
Buyer shall have approved in Buyer's sole and absolute discretion, every aspect 
of the Property, including any item examined or inspected by Buyer pursuant to  
Article 5.                                                                      

7.1.2 Representations. Warranties and Covenants of Seller. Seller shall have    
duly performed each and every covenant to be performed by Seller under this     
Agreement and Seller's representations and warranties set forth in this         
Agreement shall be true and correct as of the Closing in all material respects. 

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7.1.3 Title Insurance. As of the Closing, the Title Company shall nave Issued or
shall have committed to issue to Buyer, upon payment of a normal premium, an    
A.L.T.A. 1970 Form B Owner's Policy of Title Insurance with any title           
endorsements reasonably requested by Buyer showing fee title to the Project     
vested in Buyer, subject only to the Permitted Exceptions ("Title Policy"). For 
purposes of this Agreement, (a) title endorsements shall be deemed reasonably   
requested by Buyer if Buyer shall have requested the issuance of such title     
endorsement by the Title Company prior to the expiration of the Inspection      
Period and the Title Company shall have agreed in writing to issue such         
endorsements as part of the Title Policy, and (b) "Permitted Exceptions" shall  
mean all matters shown on the standard preliminary title report, supplemental   
title report and Survey delivered by Buyer to Seller which have not been        
objected to in writing by Buyer prior to the expiration of the Inspection       
Period, or, if so objected to by Buyer, the Title Company has agreed in writing 
not to exclude such matters from the Title Policy. The Title Policy shall be    
issued with liability in an amount equal to the Purchase Price. Buyer shall have
the right to require the Title Company to obtain coinsurance or facultative     
reinsurance (together with agreements in a form and content satisfactory to     
Buyer providing Buyer with the right of "direct access" against the reinsurance)
with respect to the Title Policy in such amount and with such title companies as
Buyer determines in Buyer's reasonable discretion.                              

7.1.4 Tenant Estoppel Certificate. Buyer shall have received an estoppel        
certificate ("Tenant Estoppel Certificate") duly executed by the Tenant which   
Tenant Estoppel Certificate shall be dated after Completion of the Building and 
after occupancy of the Building by the Tenant pursuant to the terms of the      
Tenant Lease. The Tenant Estoppel Certificate shall be in the form of and upon  
the terms contained in Exhibit 7.1.4 attached hereto, with such modifications or
additions thereto shall be reasonably requested by Buyer prior to the expiration
of the Inspection Period. Seller shall deliver the original executed Tenant     
Estoppel Certificate to Buyer no later than three (3) business days prior to the
Closing Date.                                                                   

7.1.5 Appraisal. As of the expiration of the Inspection Period, Buyer shall have
obtained, at its sole cost and expense, and approved an appraisal of the        
Project.                                                                        

7.1.6 Advisory Committee. As of the expiration of the Inspection Period, the    
Advisory Committee of Buyer shall approved the acquisition of the Property      
pursuant to the terms of this Agreement.                                        

7.1.7 No Material Changes. At the Closing, there shall have been no material    
adverse changes in the physical or financial condition of the Project.          

7.1.8 Moratorium. At the Closing, there shall be no reassessment,               
reclassification, rezoning or other statute, law, judicial or administrative    
decision, proceeding, ordinance or regulation (including amendments and         
modifications of any of the foregoing) pending or proposed to be imposed by the 
Authorities or any public                                                       

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or private utility having jurisdiction over the Project which would adversely   
affect, in Buyer's reasonable judgment, the acquisition, development, use or    
sale of the Project.                                                            

The conditions set forth in this Paragraph 7.1 are solely for the benefit of    
Buyer and may be waived only by Buyer. Buyer shall at all times have the right  
to waive any condition. Such waiver or waivers shall be in writing to Seller.   
The waiver by Buyer of any condition shall not relieve Seller of any liability  
or obligation with respect to any representation, warranty, covenant or         
agreement of Seller contained in this Agreement. All approvals given by Buyer   
under this Paragraph 7.1 shall be in writing and the failure of Buyer to approve
any matter requiring its approval under this Paragraph 7.1 by the time therefor 
shall be deemed disapproval thereof by Buyer. Neither Seller nor Buyer shall act
or fail to act for the purpose of permitting or causing any condition to fail   
(except to the extent Buyer, in its own discretion, exercises its right to      
disapprove any items or matters pursuant to Paragraphs 7.1.1, 7.1.5 and 7.1.6.) 

7.2 Conditions Precedent to Seller's. Obligations. The Closing and Seller's     
obligations with respect to the transactions contemplated by this Agreement are 
subject to Buyer having performed each and every covenant to be performed by    
Buyer under this Agreement and Buyer's representations and warranties set forth 
in this Agreement being true and correct as of the Closing in all material      
respects.                                                                       

7.3 Failure of Condition to Closing In the event any of the conditions set forth
in Paragraph 7.1 or Paragraph 7.2 are not timely satisfied or waived, for a     
reason other than the default of Buyer or Seller under this Agreement:          

7.3.1 Termination. This Agreement, the Escrow and the rights and obligations of 
Buyer and Seller shall terminate, except as otherwise provided herein; provided,
however, no such termination shall occur until (a) Buyer has had the opportunity
to waive any condition for Buyer's benefit within two(2)business days after     
receipt of written notice from Seller, and (b) Buyer does not elect to waive    
such condition; and                                                             

7.3.2 Return of Funds. Escrow Holder is hereby instructed to promptly return to 
Seller and Buyer all funds (including the Deposit) and documents deposited by   
them, respectively, into Escrow which are held by Escrow Holder on the date of  
said termination less, in the case of the party otherwise entitled to such      
funds, however, the amount of any cancellation charges required to be paid by   
such party under Paragraph 7.3.3.                                               

7.3.3 Cancellation Fees and Expenses. In the event this Agreement and the Escrow
terminates because of the nonsatisfaction of any condition for a reason other   
than the default of Buyer or Seller under this Agreement, the cancellation      
charges required to be paid by and to Escrow Holder and the Title Company shall 
be borne one-half (1/2) by Seller and one-half (lt2) by Buyer and all other     
charges shall be borne by the party incurring same.                             

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ARTICLE 8 

SELLER'S REPRESENTATIONS AND WARRANTIES 

In addition to any express agreements of Seller contained herein, the following 
constitute representations and warranties of Seller to Buyer.                   
8.1 Seller's Authority.                                                         

8.1.1 Power. Seller has the legal power, right and authority to enter into this 
Agreement and the instruments referenced herein, and to consummate the          
transactions contemplated hereby.                                               

8.1.2 Requisite Action. All requisite action (corporate, trust, partnership or  
otherwise) has been taken by Seller in connection with the entering into this   
Agreement, the instruments referenced herein, and the consummation of the       
transactions contemplated hereby. No consent of any partner, shareholder,       
creditor, investor, judicial or administrative body, Authority or other party is
required.                                                                       

8.1.3 Authority. The individuals executing this Agreement and the instruments   
referenced herein on behalf of Seller and the partners, officers or trustees of 
Seller, if any, have the legal power, right, and actual authority to bind Seller
to the terms and conditions hereof and thereof                                  

8.1.4 Validity. This Agreement and all documents required hereby to be executed 
by Seller are and shall be valid, legally binding obligations of and enforceable
against Seller in accordance with their terms, subject only to applicable       
bankruptcy, insolvency, reorganization, moratorium laws or similar laws or      
equitable principals affecting or limiting the rights of contracting parties    
generally.                                                                      

8.1.5 No Conflict. Neither the execution and delivery of this Agreement and     
documents referenced herein, nor the incurrence of the obligations set forth    
herein, nor the consummation of the transactions herein contemplated, nor       
compliance with the terms of this Agreement and the documents referenced herein 
conflict with or result in the material breach of any terms, conditions or      
provisions of, or constitute a default under, any bond, note, or other evidence 
of indebtedness or any contract, indenture, mortgage, deed of trust, loan,      
partnership agreement, lease or other agreements or instruments to which Seller 
is a party or affecting the Project.                                            

8.2 Seller's Warranties.                                                        

8.2.1 Legal Actions. There are no pending, threatened or contemplated actions,  
suits, arbitrations, claims or proceedings, at law or in equity, affecting the  
Property or in which Seller is, or to the best of Seller's knowledge will be, a 
party by reason of Seller's ownership of the Property.                          

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8.2.3 Bankruptcy. No attachments, execution proceedings, assignments for the    
benefit of creditors, insolvency, bankruptcy, reorganization or other           
proceedings are pending or threatened against Seller.                           

8.2.4 Governmental Regulations. To the best of Seller's knowledge, there are no 
violations of Governmental Regulations relating to the Property. The            
Improvements will be, as of the Closing, permitted conforming structures under  
applicable zoning and building laws and ordinances and the present uses thereof 
are permitted conforming uses under applicable zoning and building laws and     
ordinances. The conveyance of the Property to Buyer will not violate any        
Governmental Regulations and will include all rights necessary to permit        
continued compliance by the Project with all Governmental Regulations.          

8.2.5 Licenses and Permits. All licenses, approvals, permits and certificates   
from the Authorities or private parties necessary for the construction,         
development, alteration or rehabilitation of the Improvements and for the use   
and operation of the Property will be as of the Closing obtained and possessed  
by Seller, and the Project will, as of the Closing, have been constructed and   
completed in accordance with (a) all such approvals, licenses, permits and      
certificates, (b) all Governmental Regulations, (c) accepted standards of good  
materials and workmanship, (d) all covenants, conditions, restrictions,         
easements and agreements of any kind or nature affecting the Property, and (e)  
the plans therefor set forth on the Plans and Reports List, which plans will    
have been approved by all Authorities having jurisdiction thereof To the best of
Seller's knowledge, any conditions to any licenses, approvals, permits and      
certificates for the construction, development, alteration or rehabilitation of 
the Improvements will have been satisfied.                                      

8.2.6 Defects and Deficiencies. There will be as of the Closing, no physical or 
mechanical defects or deficiencies in the condition of the Project, including,  
but not limited to, the roofs, exterior walls or structural components of the   
Improvements and the heating, air conditioning, plumbing, ventilating, elevator,
utility, sprinkler and other mechanical and electrical systems, apparatus and   
appliances located in the Project. The Project will be is free from infestation 
by termites or other pests, insects or animals. The Personal Property will be in
good operating condition.                                                       

8.2.7 Hazardous Materials. There has been no production, disposal or storage at 
the Project of any Hazardous Materials or other toxic substance and there is no 
proceeding or inquiry by any Authority with respect thereto.                    

8.3 Tenant Lease and Service Contracts.                                         

8.3.1 Complete Information. All instruments, documents, lists, schedules and    
items required to be delivered to Buyer hereunder will fairly present the       
information set forth in a manner that is not misleading and will be true,      
complete and correct in all respects on the date of delivery and upon the       
Closing, as they may be updated, modified or supplemented in accordance with    
this Agreement.                                                                 
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8.3.2 Tenant Lease. There are no leases, subleases, occupancies or tenancies in 
effect pertaining to the Project, except the Tenant Lease and Seller has no     
knowledge of any oral agreements with anyone, including the Tenant, with respect
to the occupancy of the Project. The Tenant Lease has been modified, amended or 
altered in writing or otherwise, and no concessions, abatements or adjustments  
have been granted to Tenant, except as set forth in the Tenant Lease. The Tenant
Lease has been duly authorized and executed by the landlord thereunder, and, to 
the best of Seller's knowledge, by the Tenant thereunder. The Tenant Lease is in
full force and effect strictly according to the terms set forth therein. To the 
best of Seller's knowledge, there are no uncured defaults under the Tenant Lease
and the Tenant has not asserted, or has any defense to, offsets or claims       
against rent payable or obligations under the Tenant Lease. No guarantors of the
Tenant Lease have been released or discharged, voluntarily or involuntarily, or 
by operation of law from any obligation related to the Tenant Lease.            

8.3.3 Service Contracts. There are no service or maintenance contracts,         
warranties, guarantees or bonds (whether oral or written) which affect or will  
affect or which are or will be obligations of the Buyer or the Project, other   
than those set forth in the Service Contract List. There is no current default  
or breach under the terms and provisions of any Service Contract and no Service 
Contract has been, will be, amended or modified except as provided in this      
Agreement.                                                                      

8.3.4 Licenses. There are no Licenses which affect or will affect, or which are 
or will be obligations of Buyer or the Project, other than those set forth on   
the License List. There is no current default or breach under the terms and     
provisions of any of the Licenses and the Licenses have not been, and will not  
be, amended or modified except as provided in this Agreement.                   

8.3.5 Plans and Reports. The Plans and Reports to be delivered to Buyer under   
the terms of this Agreement are all of such Plans which are within the          
possession of, under the control of, or reasonably available to, Seller.        

8.3.6 Permitted Exceptions. To the best of Seller's knowledge, there is no      
current default or breach under the terms and provisions of any of the Permitted
Exceptions. The Permitted Exceptions have not been, and will not be, amended or 
modified except as provided in this Agreement.                                  

8.3.7 Employees. There are no employees of Seller who, by reason of any         
Governmental Regulations, contract or agreement with Seller or for any other    
reason whatsoever would become employees of Buyer as a result of the purchase of
the Property by Buyer.                                                          

8.3.8 General Representation. To the best of Seller's knowledge, no             
representation, warranty or statement of Seller in this Agreement or in any     
document, certificate or schedule furnished or to be furnished to Buyer pursuant
hereto contains or will contain any untrue statement of a material fact or omits
or will omit to state a material fact necessary to make the statements or facts 
contained therein not misleading.                                               

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Seller's representations and warranties made in this Article 8 shall be         
continuing and shall be true and correct as of the Close of Escrow with the same
force and effect as if remade by Seller in a separate certificate at that time. 

ARTICLE 9 

INTENTIONALLY OMITTED 

ARTICLE 10

BUYER'S REPRESENTATIONS AND WARRANTIES

In addition to any express agreements of Buyer contained herein, the following  
constitute representations and warranties of Buyer to Seller:                   

10.1 Power. Buyer has the legal power, right and authority to enter into this   
Agreement and the instruments referenced herein, and to consummate the          
transactions contemplated hereby.                                               

10.2 Requisite Action. All requisite action (corporate, trust, partnership or   
otherwise) has been taken by Buyer in connection with the entering into this    
Agreement and the instruments referenced herein, and the consummation of the    
transactions contemplated hereby.                                               

10.3 Authority. The individuals executing this Agreement and the instruments    
referenced herein on behalf of Buyer have the legal power, right and actual     
authority to bind Buyer to the terms and conditions hereof and thereof          

10.4 Validity. This Agreement and all documents required hereby to be executed  
by Buyer are and shall be valid, legally binding obligations of and enforceable 
against Buyer in accordance with their terms.                                   

10.5 No Conflicts. Neither the execution and delivery of this Agreement and     
documents referenced herein, nor the incurrence of the obligations set forth    
herein, nor the consummation of the transactions herein contemplated, nor       
compliance with the terms of this Agreement and the documents referenced herein 
conflict with or result in the material breach of any terms, conditions or      
provisions of, or constitute a default under, any bond, note, or other evidence 
of indebtedness or any contract, indenture, mortgage, deed of trust, loan,      
partnership agreement, lease or other agreements or instruments to which Buyer  
is a party.                                                                     

10.6 General Representation. No representation, warranty or statement of Buyer  
in this Agreement or in any document, certificate or schedule furnished or to be
finished to Seller pursuant hereto contains or will contain any untrue statement
or a material fact, omits or will omit to state a material fact necessary to    
make the statements or facts contained therein not misleading.                  

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Buyer's representations and warranties made in this Article 10 shall be         
continuing and shall be true and correct as of the Close of Escrow with the same
force and effect as if remade by Buyer in a separate certificate at that time.  

ARTICLE 11

COVENANTS OF BUYER AND SELLER 

11.1 Operation of the Project Through the Closing.                              

11.1. i Construction of Building. Seller hereby agrees to construct or cause the
Building to be constructed and completed, and cause the completion of the       
Building to occur not later than August 15, 1997. Such construction shall be in 
a good and workmanlike manner, in conformance with all Governmental Regulations 
and in strict accordance with the Building Plans.                               

11.1.2 Operation. Seller hereby agrees, through and including the Closing and at
the Seller's sole cost and expense, to (a) keep all existing insurance policies 
affecting the Project in full force and effect and (c) make all regular payments
of interest and principal on the existing financing affecting the Property.     

11.1.3 Tenant Lease. Seller hereby agrees that Seller will not hereafter modify,
extend or otherwise change any of the terms, covenants or conditions of the     
Tenant Lease, or enter into new leases or any other obligations or agreements   
affecting the Project without the prior written consent of Buyer.               

11.1.4 Service Contracts. Seller will not extend, renew, modify or replace any  
of the Service Contracts without the prior written consent of Buyer.            

11.1.5 Payment of Bills. Seller has paid or will pay in full, prior to the      
Closing, all bills and invoices for labor, goods, materials and services of any 
kind relating to the Property and utility charges, relating to the period prior 
to the Closing. Any alterations, installations, decorations and other work      
required to be performed under the Tenant Leases will by the Closing be         
completed and paid for in full. Any brokerage fee or similar commission which is
or will become due and payable in connection with any Tenant Lease has been or  
will be paid by Seller prior to the Closing.                                    

11.1.6 Notice to Buyer. Seller shall promptly notify Buyer of any change in any 
condition with respect to the Property or of any event or circumstance which    
makes any representation or warranty of Seller under this Agreement untrue or   
misleading, or any covenant of Buyer under this Agreement incapable or less     
likely of being performed, it being understood that the Seller's obligation to  
provide notice to Buyer shall in no way relieve Seller of any liability for a   
breach by Seller of any of its representations, warranties or covenants under   
this Agreement.                                                                 

11.2 Broker. Seller represents and warrants to Buyer, and Buyer represents and  
warrants to Seller, that no broker or finder has been engaged by it,            
respectively, in                                                                

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connection with any of the transactions contemplated by this Agreement, or to   
its knowledge is in any way connected with any of such transactions. In the     
event of any such claims for additional brokers' or finders' fees or commissions
in connection with the negotiation, execution or consummation of this Agreement,
then Buyer shall indemnify, save harmless and defend Seller from and against    
such claims if they shall be based upon any statement or representation or      
agreement by Buyer, and Seller shall indemnify, save harmless and defend Buyer  
if such claims shall be based upon any statement, representation or agreement   
made by Seller.                                                                 

11.3. Required Actions of Buyer and Seller. Buyer and Seller agrees to execute  
all such instruments and documents and to take all actions pursuant to the      
provisions of this Agreement in order to consummate the purchase and sale herein
contemplated and shall use their best efforts to accomplish the Closing in      
accordance with the provisions of this Agreement.                               

ARTICLE 12
REMEDIES

12.1 Liquidated Damages: Seller's Remedies. IN THE EVENT THE CLOSING AND THE    
CONSUMMATION ( IF THE TRANSACTION HEREIN CONTEMPLATED DO NOT OCCUR AS PROVIDED  
IN THIS AGREEMENT BY REASON OF ANY BREACH OF BUYER, BUYER AND SELLER AGREE THAT 
IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH   
SELLER MAY SUFFER AS A RESULT THEREOF. THEREFORE, BUYER AND SELLER AGREE THAT A 
REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE  
EVENT THAT BUYER BREACHES THIS AGREEMENT AND FAILS TO COMPLETE THE PURCHASE OF  
THE PROPERTY IS AND SHALL BE, AS SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT 
LAW OR IN EQUITY), AND AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR SUCH      
BREACH, AN AMOUNT EQUAL TO THE DEPOSIT. UPON ANY SUCH BREACH BY BUYER, UNLESS   
OTHERWISE SPECIFIED, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL 
HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR 
THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW    
HOLDER AND THE OBLIGATION OF BUYER TO DELIVER TO SELLER THE DELIVERY ITEMS      
PURSUANT TO PARAGRAPH 4.1; PROVIDED, HOWEVER, THAT THIS LIQUIDATED DAMAGES      
PROVISION SHALL NOT LIMIT SELLER'S RIGHT TO RECEIVE REIMBURSEMENT FOR OR RECOVER
DAMAGES IN CONNECTION WITH BUYER'S INDEMNITY OF SELLER AND/OR BREACH OF BUYER'S 
OBLIGATIONS PURSUANT TO PARAGRAPH 5.3 AND/OR RECOVER ATTORNEYS' FEES AND COURT  
COSTS PURSUANT TO PARAGRAPH 12.3. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF   
SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE   
MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO      
CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE       
SECTIONS 1671, 1676 AND 1677.                                                   

SELLER'S INITIALS                                          BUYER'S INITIALS     

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12.2 Buyer's Remedies. In the event Seller fails to perform its obligations     
pursuant to this Agreement for any reason, then Buyer may elect either to: (a)  
terminate this Agreement by giving Seller timely written notice of such election
prior to or upon the Closing Date, whereupon Buyer shall be entitled to recover 
from Escrow Holder the entire portion of the Deposit then held by Escrow Holder 
and pursue any other rights or remedies available to Buyer at law anchor (b)    
enforce specific performance of this Agreement and pursue any other rights or   
remedies available to Buyer in equity.                                          

12.3 Attorneys' Fees. If any action or proceeding is commenced by either party  
to enforce its rights or remedies under this Agreement, the prevailing party in 
such action or proceeding, including any bankruptcy, insolvency or appellate    
proceedings, shall be entitled to recover its reasonable attorneys' fees and    
court costs incurred therewith.                                                 

ARTICLE 13

CONDEMNATION AND DESTRUCTION

13.1 Eminent Domain or Taking. If, prior to the Closing, any material portion of
the Real Property is taken by eminent domain or otherwise (or is the subject of 
a pending, threatened or contemplated taking which has not been consummated),   
Seller shall immediately notify Buyer thereof In such event, Buyer shall have   
the option, in its sole and absolute discretion, to terminate this Agreement    
upon written notice to Seller given not later than ten (10) days after receipt  
of Seller's notice. For purposes hereof, "material" shall be deemed to be any   
taking where access to the Improvements or available parking area for the       
Improvements is reduced or restricted or where any of the rentable square       
footage of the Improvements is taken. If Buyer does not exercise this option to 
terminate this Agreement, or if there has not been a material taking by eminent 
domain or otherwise to give rise to such option, neither party shall have the   
right to terminate this Agreement, but the Seller shall assign and turn over,   
and the Buyer shall be entitled to receive and keep, all awards for the taking  
by eminent domain which accrue to Seller and the Buyer and Seller shall proceed 
to the Closing pursuant to the terms of this Agreement, without modification of 
the terms of this Agreement and without any reduction in the Purchase Price.    
Unless or until this Agreement is terminated, Seller shall take no action with  
respect to any eminent domain proceeding without the prior written consent of   
Buyer.                                                                          

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13.2 Fire or Casualty. Prior to the Closing, and notwithstanding the pendency of
this Agreement, the entire risk of loss or damage by earthquake, flood,         
landslide, fire or other casualty shall be borne and assumed by Seller, except  
as otherwise provided in this Paragraph 13.2. If, prior to the Closing, any part
of the Improvements is damaged or destroyed by earthquake, flood, landslide,    
fire or other casualty, Seller shall immediately notify Buyer thereof. If such  
damage or destruction is "material", Buyer shall have the option to terminate   
this Agreement upon written notice to the Seller given not later than ten (10)  
days after receipt of Seller's notice. For purposes hereof, "material" shall be 
deemed to be any uninsured damage or destruction to the Project or any insured  
damage or destruction (a) where the cost of repair or replacement is            
estimated to be Fifty Thousand Dollars ($50,000.00) or more or shall take       
more than ninety (90) days to repair, in Buyer's good faith judgment, or (b)    
which allows the Tenant to abate its rent or to terminate the Tenant Lease;     
provided, however, in the case of uninsured damage or destruction, Seller       
may, at Seller's option, elect to repair such damage and destruction and keep   
this Agreement in full force and effect so long as such repair can be and is    
completed by Seller prior to the Closing Date. If Buyer does not exercise this  
option to terminate this Agreement, or if the casualty is not material, neither 
party shall have the right to terminate this Agreement but Seller shall assign  
and turn over, and Buyer shall be entitled to receive and keep, all insurance   
proceeds payable to it with respect to such destruction (which shall then be    
repaired or not at Buyer's option and cost), plus Seller shall pay over to Buyer
on the Closing an amount equal to the deductible amount with respect to the     
insurance and Buyer and Seller shall proceed to the Closing pursuant to the     
terms of this Agreement without modification of the terms of this Agreement and 
without any reduction in the Purchase Price. If Buyer does not elect to         
terminate this Agreement by reason of any casualty, Buyer shall have the right  
to participate in any adjustment of the insurance claim.                        

ARTICLE 14

INDEMNIFICATION.

14.1 Claims Against Seller and Indemnification of Buyer. Seller hereby agrees to
indemnify Buyer against, and to hold Buyer harmless from, all losses, damages,  
costs and expenses, including without limitation reasonable legal fees and      
disbursements, incurred by Buyer relating to the Property which arise or result 
from acts, occurrences or matters that took place prior to the Closing, and/or  
acts, occurrences or matters the existence or occurrence of which constitute a  
violation of one or more representations, warranties or covenants of Seller in  
this Agreement, and do not relate to obligations or liabilities expressly       
assumed by Buyer hereunder; provided, however, nothing contained herein shall   
obligate Seller with respect to, or negate or modify any liability of Buyer for 
breach of Buyer's representations, warranties and covenants in this Agreement.  
Buyer shall not be entitled to any such indemnification or hold harmless, and   
Seller shall have no liability for such indemnification or hold harmless, or any
other liability hereunder, with respect to any representation, warranty,        
agreement or covenant made or arising hereunder, and Buyer hereby waives and    
releases all claims against Seller hereunder, unless claim with respect to such 
liability is made by Buyer to Seller within the Survival Period, such written   
notice to Seller to set forth the specific breach or basis of liability         
asserted.                                                                       

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14.2 Defense of Claims Against Buyer. With respect to any claim for which Buyer 
has requested indemnification under Paragraph 14.1, Seller will be entitled to  
assume the defense of any related litigation, arbitration or other proceeding,  
provided that Buyer may at its election and expense, participate in such        
defense, and provided further that in the event of any difference of opinion or 
strategy with respect to the defense of such action or the assertion of         
counterclaims to be brought with respect thereto, Seller's counsel will, after  
consultation with Buyer's counsel, determine the actual strategy, defense and   
counterclaim to be employed. At Seller's reasonable request, Buyer will         
cooperate with Seller in the preparation of any defense to any such claim, and  
Seller will reimburse Buyer for any reasonable expenses incurred in connection  
with such request. If Seller does not elect to assume the defense of any such   
matter,                                                                         

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Seller shall have the right, at its sole expense, to employ separate counsel    
acceptable to Buyer and participate in such defense, provided that in the event 
of any difference of opinion or strategy with respect to the defense of such    
action or the assertion of counterclaims to be brought with respect thereto,    
Buyer's counsel will, after consultation with Seller's counsel, determine the   
actual strategy, defense and/or counterclaim to be employed.                    

14.3 Indemnification of Seller. Buyer hereby agrees to indemnify Seller against,
and to hold Seller harmless from, all losses, damages, costs and expenses,      
including without limitation legal fees and disbursements, incurred by Seller   
relating to the Property which (a) arise or result from acts, occurrences or    
matters that take place after the Closing, provided, however, nothing contained 
herein shall obligate Buyer with respect to, or negate or modify any liability  
of Seller for a breach of Seller's representations, warranties and covenants in 
this Agreement, or (b) arise or result from a breach by Buyer of its agreements,
covenants, representations or warranties of this Agreement, or (c) arise after  
Closing with respect to obligations expressly assumed by Buyer.                 

14.4 Defense of Claims Against Seller. With respect to any claim for which      
Seller has requested indemnification under Paragraph 14.3 above, Buyer will be  
entitled to assume the defense of any related litigation, arbitration or other  
proceeding, provided that Seller may at its election and expense, participate in
such defense, and provided further that in the event of any difference of       
opinion or strategy with respect to the defense of such action or the assertion 
of counterclaims to be brought with respect thereto, Buyer's counsel will, after
consultation with Seller's counsel, determine the actual strategy, defense and  
counterclaim to be employed. At Buyer's reasonable request, Seller will         
cooperate with Buyer in the preparation of any defense to any such claim, and   
Buyer will reimburse Seller for any reasonable expenses incurred in connection  
with such request. If Buyer does not elect to assume the defense of any such    
matter, Buyer shall have the right, at its sole expense, to employ separate     
counsel acceptable to Seller and participate in such defense, provided that in  
the event of any difference of opinion or strategy with respect to the defense  
of such action or the assertion of counter- claims to be brought with respect   
thereto, Seller's counsel will, after consultation with Buyer's counsel,        
determine the actual strategy, defense and/or counterclaim to be employed.      

ARTICLE 15

ARBITRATION OF DISPUTES 

THE PARTIES HEREBY AGREE TO SUBMIT ALL CONE ROVERSIES,                          
CLAIMS AND MATTERS OF D1EPERENCE ARISING OUT OF OR RELATING TO THIS AGREEMENT   
AND THE TRANSACTIONS CONTEMPLATED HEREBY TO BINDING ARBITRATION IN THE COUNTY IN
WHICH THE PROJECT IS SITUATED, IN ACCORDANCE WITH THE RULES AND PRACTICES OF THE
AMERICAN ARBITRATION ASSOCIATION FROM TIME TO TIME IN EFFECT (THE "RULES"). THIS
SUBMISSION AND AGREEMENT TO ARBITRATE SHALL BE MANDATORY, EXCLUSIVE AND         
SPECIFICALLY ENFORCEABLE. ALL REFERENCES IN THIS AGREEMENT TO LITIGATION BETWEEN
BUYER AND SELLER, SHALL BE                                                      

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GOVERNED BY THE PROVISION OF THIS ARTICLE IS. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, THE FOLLOWING SHALL BE CONSIDERED CONTROVERSIES FOR THIS PURPOSE:

(A) ALL QUESTIONS RELATING TO THE BREACH OF ANY OBLIGATION, WARRANTY,           
REPRESENTATION, COVENANT OR AGREEMENT HEREUNDER OR UNDER ANY EXHIBIT HERETO AND 
ALL QUESTIONS RELATING TO THE CONSTRUCTION AND INTERPRETATION THEREOF;          

(B) ALL QUESTIONS RELATING TO REPRESENTATIONS, NEGOTIATIONS AND OTHER           
PROCEEDINGS LEADING TO THE EXECUTION OF THIS AGREEMENT AND ALL MODIFICATIONS    
OF THIS AGREEMENT OF EVERY NATURE AND DESCRIPTION;                              

(C) FAILURE OF ANY PARTY TO DENY OR REJECT A CLAIM OR DEMAND OF ANOTHER PARTY;  

(D) ALL QUESTIONS AS TO WHETHER THE RIGHT TO ARBITRATE ANY QUESTIONS EXISTS OR  
AS TO THE EXISTENCE OF ANY AGREEMENT TO ARBITRATE; AND                          

(E) ALL ISSUES RAISED BY ANY SUBSEQUENT ALLEGED AMENDMENT HERETO, WHETHER       
WRITTEN OR ORAL, UNLESS SUCH AMENDMENT EXPRESSLY CANCELS THIS ARBITRATION       
PROVISION IN WRITING SIGNED BY ALL AFFECTED PARTIES HERETO.                     

BUYER AND SELLER MAY AGREE ON A RETIRED JUDGE AS SOLE                           
ARBITRATOR. IN THE ABSENCE OF SUCH AGREEMENT, THERE SHALL BE THREE (3)          
ARBITRATORS, SELECTED IN ACCORDANCE WITH THE RULES: ONE (1) ATTORNEY AND/OR     
RETIRED JUDGE, ONE (1) EXPERT IN COMMERCIAL MORTGAGE AND REAL ESTATE            
TRANSACTIONS, AND ONE (1) CERT1FED PUBLIC ACCOUNTANT. A DECISION AGREED ON BY   
TWO (2) OF THE ARBITRATORS SHALL BE THE DECISION OF THE ARBITRATION PANEL;      
PROVIDED, HOWEVER, THAT IN THE CASE OF MONETARY DAMAGES, IF THERE IS NO         
AGREEMENT OF TWO ARBITRATORS AS TO THE AMOUNT OF THE AWARD, THEN THE FINAL AWARD
OF THE ARBITRATION PANEL FOR THE PURPOSE OF THIS AGREEMENT SHALL BE THE AMOUNT  
LEFT AFTER EXCLUDING THE HIGHEST AND LOWEST AMOUNTS. THE PARTIES AGREE TO ABIDE 
BY ALL AWARDS RENDERED IN SUCH PROCEEDINGS. ANY AWARD SHALL INCLUDE COSTS AND   
REASONABLE ATTORNEYS' FEES TO THE SUCCESSFUL PARTY. SUCH AWARDS SHALL BE        
FINAL AND BINDING ON ALL PARTIES. THERE SHALL BE NO APPEAL THEREFROM OTHER      
THAN FOR FRAUD OR MISCONDUCT. ALL AWARDS MAY BE FILED WITH THE CLERK OF ONE     
OR MORE COURTS, STATE OR FEDERAL, HAVING JURISDICTION OVER THE PARTY AGAINST    
WHOM SUCH AN AWARD IS RENDERED OR ITS PROPERTY AS A BASIS OF JUDGMENT AND OF    
THE ISSUANCE OF AN ORDER AUTHORIZING EXECUTION FOR COLLECTION. NOTHING IN THIS  

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AGREEMENT AND/OR THE EXHIBITS HERETO SHALL BE DEEMED TO PREVENT THE ARBITRATION 
PANEL FROM EXERCISING AUTHORITY TO PERMIT EXERCISE BY A PARTY OF ITS LEGAL      
AND/OR EQUITABLE REMEDIES INCLUDING THE RIGHT OF OFFSET. IT IS UNDERSTOOD BY THE
PARITIES THAT THERE IS NOT INTENDED IN THIS AGREEMENT OR ANY EXHIBIT HERETO THAT
THERE BE A WAIVER OF A PARTY'S RIGHT TO ANY REMEDY WHICH MAY BE ENFORCED THROUGH
ARBITRATION, SPECIFICALLY INCLUDING, WITHOUT LIMITATION, THE RIGHT OF SETOFF AND
INJUNCTIVE RELIEF.                                                              

NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE   
ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION  
DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING 
ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY   
TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS  
TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE   
"ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION     
AFTER AGREEING TO THIS PROVISION, YOU MAY But COMPELLED TO ARBITRATE UNDER THE  
AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.: YOUR AGREEMENT TO THIS    
ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING   
AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE         
"ARBITRATE DISPUTES" PROVISION TO NEUTRAL ARBITRATION.                          

BUYER'S INITIALS                                           SELLER'S INITIALS    

ARTICLE 16

EXCHANGE

Rather than purchase the Project for the consideration herein provided, Buyer   
may prefer to exchange for the Project other real property and improvements of  
like kind ("Exchange Property") owned by Buyer in accordance with this Article  
16 in order to defer recognition of income on the disposition of the Exchange   
Property. As an accommodation to Buyer, Seller agrees to cooperate with Buyer to
accomplish such exchange, including the execution of documents therefor,        
provided the following terms and conditions are satisfied:                      

16.1 Notice. At least two (2) days prior to the Closing Date, Buyer shall notify
Seller that Buyer has arranged such an exchange and the terms thereof As soon as
reasonably possible thereafter, Seller and Buyer, and such other parties as may 
be necessary to effect the exchange, shall execute any and all documents        
satisfactory to the parties and their respective legal counsel which are        
necessary to effect the exchange.                                               

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16.2 Costs. Seller shall in no way be obligated to pay any escrow costs,        
brokerage commissions, title charges, survey costs, recording costs or other    
charges incurred with respect to the Exchange Property and/or the exchange.     

16.3 No Contingency. In no way shall the Closing be contingent or otherwise     
subject to the consummation of the exchange for the Exchange Property, and the  
Escrow shall timely close in accordance with the terms of this Agreement despite
any failure, for any reason, of the parties to the exchange to effect same.     

16.4 No Liability. Seller will not be required to acquire title to the Exchange 
Property or incur any personal liability whatsoever in connection with the      
exchange transaction contemplated by this Article 16.                           

16.5 Indemnification. Buyer indemnifies and agrees to hold Seller harmless from 
and against any and all causes, claims, demands, liabilities, costs and         
expenses, including reasonable attorneys' fees, as a result of or in connection 
with the Exchange Property and any such exchange.                               

ARTICLE 17

MISCELLANEOUS 

17.1 Entire Agreement. This Agreement (including all Exhibits attached hereto)  
is the final expression of and contains the entire agreement between, the       
parties with respect to the subject matter hereof and supersedes all prior      
understandings with respect thereto. This Agreement may not be modified,        
changed, supplemented or terminated, nor may any obligations hereunder be       
waived, except by written instrument signed by the party to be charged or by its
agent duly authorized in writing or as otherwise expressly permitted herein.    
Buyer and Seller do not intend to confer any benefit hereunder on any person,   
firm or corporation other than the parties hereto.                              

17.2 Agreement Binding on Parties. This Agreement, and the terms, covenants, and
conditions herein contained, shall inure to the benefit of and be binding upon  
the heirs, personal representatives, successors, and assigns of Buyer and       
Seller. Buyer may assign its rights under this Agreement only upon the following
conditions: (a) the assignee of Buyer must be an affiliate of Buyer or an entity
which is directly owned or controlled by Buyer; (b) the Deposit must have been  
delivered in accordance with Paragraph 4.1; (c) the Inspection Period shall have
expired; (d) Buyer shall remain primarily liable for the performance of Buyer's 
obligations under this Agreement and (e) the assignee must expressly assume in  
writing all of Buyer's obligations under this Agreement, and Buyer shall deliver
to Seller a copy of the fully executed written assignment and assumption        
agreement between Buyer.                                                        

17.3 Notice. Any notice, communication, request, reply or advice (collectively, 
"Notice") provided for or permitted by this Agreement to be made or accepted by 

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Buyer or Seller must be in writing. Notice may, unless otherwise provided       
herein, be given or served (a) by depositing the same in the United States mail,
postage paid, certified, and addressed to the party to be notified, with return 
receipt requested, (b) by delivering the same to such party, or an agent of such
party, in person or by commercial courier, (c) by facsimile transmission,       
evidenced by confirmed receipt and concurrently followed by a "hard" copy of    
same delivered to the party by mail, personal delivery or overnight delivery    
pursuant to clauses (a), (b) or (d) hereof, or (d) by depositing the same into  
custody of a nationally recognized overnight delivery service such as Federal   
Express, Overnight Express, Airborne Express, Emery or Purolator. Notice        
deposited in the mail in the manner hereinabove described shall be effective on 
the third (3rd) business day after such deposit. Notice given in any other      
manner shall be effective only if and when received by the party to be notified 
between the hours of 8:00 A.M. and 5:00 P.M. of any business day with delivery  
made after such hours to be deemed received the following business day. For the 
purposes of Notice, the addresses of Seller, Buyer, Escrow Holder and Title     
Company shall, until changed as hereinafter provided, be as set forth in Article
1. Buyer and Seller shall have the right from time to time to change their      
respective addresses, and each shall have the right to specify as its address   
any other address within the United States of America by at least five (5) days 
written Notice to the other party.                                              

17.4 Governing Law. This Agreement shall be construed in accordance with the    
laws of the State of California.                                                

17.5 No Recordation. Without the prior written consent of Seller, there shall be
no recordation of either this Agreement or any memorandum hereof, or any        
affidavit pertaining hereto and any such recordation of this Agreement or       
memorandum hereto, by Buyer without the prior written consent of Seller shall   
constitute a default hereunder by Buyer, whereupon this Agreement shall, at the 
option of Seller, terminate and be of no further force and effect. Upon such    
termination, the Deposit shall be immediately delivered to Seller, whereupon the
parties shall have no further duties or obligations, each to the other except as
provided in Paragraph 5.3.                                                      

17.6 Partial Invalidity. If any term or provision of this Agreement or the      
application thereof to any person or circumstance shall, to any extent, be      
invalid or unenforceable, the remainder of this Agreement, or the application of
such term or provision to persons or circumstances other than those as to which 
it is held invalid or unenforceable, shall not be affected thereby, and each    
such term and provision of this Agreement shall be valid and be enforced to the 
fullest extent permitted by law.                                                

17.7 Waivers. No waiver of any breach of any covenant or provision herein       
contained shall be deemed a waiver of any preceding or succeeding breach        
thereof, or of any other covenant or provision herein contained. No extension of
time for performance of any obligation or act shall be deemed an extension of   
the time for performance of any other obligation or act.                        

17.8 Survival of Representations. The covenants, agreements, representations and
warranties made herein shall survive the Closing until the expiration of the    
Survival Period whereupon such covenants, agreements, representations and       
warranties shall be                                                             
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of no further force or effect; provided, however, that any claim for a breach of
any such covenant, agreement, representation or warranty shall continue to      
survive after the Survival Period if, prior to the expiration of the Survival   
Period, any party claiming such breach delivers to the other party a written    
claim of such party specifying in reasonable detail the nature of such breach   
and a description of the facts supporting such breach; provided, further, that  
notwithstanding anything to the contrary contained herein, the covenants and    
agreements set forth in Paragraph 5.3 of this Agreement shall continue to       
survive notwithstanding the expiration of the Survival Period.                  

17.9 Time of Essence. Seller and Buyer hereby acknowledge and agree that time is
strictly of the essence with respect to each and every term, condition,         
obligation and provision hereof and that failure to timely perform any of the   
terms, conditions, obligations or provisions hereof by either party shall       
constitute a material breach of and a non-curable (but waivable) default under  
this Agreement by the party so failing to perform.                              

17.10 Construction. Headings at the beginning of each paragraph and subparagraph
are solely for the convenience of the parties and are not a part of the         
Agreement. Whenever required by the context of this Agreement, the singular     
shall include the plural and the masculine shall include the feminine and vice  
versa. This Agreement shall not be construed as if it had been prepared by one  
of the parties, but rather as if both parties had prepared the same. Unless     
otherwise indicated, all references to paragraphs and subparagraphs are to this 
Agreement. All exhibits referred to in this Agreement and the Glossary of Terms 
are attached and incorporated by this reference.                                

17.11 Business Day. If any date or any period provided in this Agreement shall  
end on a Saturday, Sunday or legal holiday, the applicable date or period shall 
be extended to the first business day following such Saturday, Sunday or legal  
holiday.                                                                        

17.12 Currency. All dollar amounts are expressed in United States currency.     

17.13 Multiple Counterparts. This Agreement may be executed in multiple         
counterparts (each of which is to be deemed original for all purposes).         

17.14 Governing Law. The parties hereto acknowledge that this Agreement has been
negotiated and entered into in the State. The parties hereto expressly agree    
that this Agreement shall be governed by, interpreted under, and construed and  
enforced in accordance with the laws of the State in which the Project is       
situated.                                                                       

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the   
date and year hereinabove written.                                              

"Buyer"                                           "Seller"                      
WEST COAST REALTY                       CHRISTIAN KNOX                          
INVESTORS,                                                                      
INC., a Delaware corporation /                                                  
By:                                                                             
W. Thomas Maudlin, Jr.                                                          
President                                                                       
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JOINDER BY ESCROW HOLDER

Commerce Escrow, referred to in this Agreement as the "Escrow Holder, " hereby  
acknowledges that it received this Agreement executed by Seller and Buyer on the
day of July, 1997, and accepts the obligations of and instructions for the      
Escrow Holder as set forth herein. It further acknowledges that it received the 
Deposit on the day of July, 1997. The Escrow Holder hereby agrees to hold and   
distribute the Deposit in accordance with the terms and provisions of this      
Agreement.                                                                      

DATE: July  , 1997                                                              

     COMMERCE ESCROW

By:       
Name:     
           Title: Escrow Officer

                        Address   1545 Wilshire Boulevard, Suite 600
                             Los Angeles, California 90017

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GLOSSARY OF TERMS 

( ) "Authorities" means any governmental or quasi-governmental body or agency   
having jurisdiction over the Project and/or Seller including, without           
limitation, the State, the City and the County in which the Project is situated.

( ) "Bill of Sale" is defined in Paragraph 6.4.2.                               

( ) "Cash Equivalent" means a wire transfer of funds or a certified or bank     
cashier's check dragon on a reputable bank licensed to do business in the State 
in which the Project is situated.                                               

( ) "Closing" means the date the Deed is recorded in the Official Records.      

( ) "Due Diligence Materials" is defined in Paragraph 5.4.                      

( ) "Escrow" means the above-referenced escrow opened with Escrow Holder for the
consummation of the transaction described in this Agreement.                    

( ) "General Assignment" is defined in Paragraph 6.4.4.                         

( ) "Governmental Regulations" means any laws, ordinances, rules, requirements, 
resolutions, policy statements and regulations (including, without limitation,  
those relating to land use, subdivision, zoning, environmental, toxic or        
hazardous waste, occupational health and safety, water, earthquake hazard       
reduction, and building and fire codes) of the Authorities bearing on the       
construction, alteration, rehabilitation, maintenance, use, operation or sale of
the Project.                                                                    

"Grant Deed" is defined in Paragraph 6.4.1.                                     

( ) "Hazardous Materials" means any hazardous, toxic or dangerous waste,        
substance or material, pollutant or contaminant, which is or becomes regulated  
by any local governmental authority, the State of California or the United      
States Government. The term "Hazardous Material" includes, without limitation,  
any material or substance which is (i) defined as a "hazardous waste,"          
"extremely hazardous waste" or "restricted hazardous waste" under Sections      
25115,25117 or 25122.7, or listed pursuant to Section 251.40, or the California 
Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), 
(ii) defined as a "hazardous substance" under Section 25316 of the California   
Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner      
Hazardous Substance Account Act), (iii) defined as a "hazardous material,"      
"hazardous substance," or "hazardous waste" under Section 25501 of the          
California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous         
Materials Release Plans and Inventory), (iv) defined as a "hazardous substance" 
under Section 25281 of the California Health and Safety Code, Division 20,      
Chapter 6.7 (Underground Storage of Hazardous Substances), (v) listed under     
Article 9 or defined as hazardous or extremely hazardous pursuant to Article 11 
of Title 22 of the California Administrative Code, Division 4,                  

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Chapter 20, (vi) designated as a "hazardous substance" pursuant to Section 311  
of the Federal Water Pollution Control Act (33 U.S.C. 81317), (vii) defined as a
"hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation 
and Recovery Act, 42 U.S.C. S 6901 et seq. (42 U.S.C. 8 6903), as amended       
("RCRA"), or (viii) defined as a "hazardous substance" pursuant to Section 101  
of the Comprehensive Environmental Response, Compensation and Liability Act, 42 
U.S.C. S 9601 et seq. (42 U.S.C. 89601), as amended ("CERCLA") or.(ix) any      
substance which is toxic, explosive, corrosive, flammable, infectious,          
radioactive, carcinogenic, mutagenic or otherwise hazardous, or (x) any         
substance which contains gasoline, diesel fuel or other petroleum hydrocarbons, 
polychlorinated biphenyls (PCBs), radon gas, urea formaldehyde, asbestos, lead  
or electromagnetic waves.                                                       

( ) "Insurance List" is defined in Paragraph 5.4.7.                             

( ) "Insurance Policies" means all hazard, rent loss, liability, workers'       
compensation and other insurance policies currently in effect with respect to   
the Project and copies of all claims and settlements made within the three most 
recent years of $50,000 or more.                                                

( ) "Inventory" is described in Paragraph 5.4.2.                                

( ) "License List" is described in Paragraph 5.4.6.                             

( ) "Licenses and Permits" means (A) all licenses, permits, certificates of     
occupancy, approvals, dedications, subdivision maps and entitlements issued,    
approved or granted by Authorities or otherwise in connection with the Project; 
(B) all right, title and interest of Seller in and to the use of the name of the
Project set forth in the facing page of this Agreement and any and all other    
trade names and logos used by Seller in the operation and identification of the 
Project; (C) any and all development rights and other intangible rights, titles,
interests, privileges and appurtenances owned by Seller and in any way related  
to or used in connection with the Project and its operation; and (D) all        
licenses, consents, easements, rights of way and approvals required from private
parties to make use of utilities and to insure vehicular and pedestrian ingress 
and egress to the Project.                                                      

( )"Non-Foreign Certificate" is defined in Paragraph 7(a).                      

( ) "Notice" is described in Paragraph 15.3.                                    

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( ) "Official Records" means the Official Records of the County in which the    
Project is situated.                                                            

( ) "Opening of Escrow" means the date on which a fully executed copy of this   
Agreement is delivered to Escrow Holder by Buyer and Seller.                    

( ) "Permitted Exceptions" is defined in Paragraph 7.1.3.                       

( ) "Personal Property" means all equipment, appliances, tools, machinery,      
supplies, building materials and other personal property of every kind and      
character owned by Seller and attached to, appurtenant to, located in or used in
connection with the operation of the Project including, without limitation,     
all attachments, appliances, fittings, gas and oil burners, automatic           
stokers, lighting fixtures, doors, cabinets, partitions, mantles, elevators,    
electric motors, pumps, screens, flag poles, waste disposal or storage          
equipment, all sprinklers, plumbing, heating, air conditioning, electrical,     
ventilating, lighting, incinerating, vacuum cleaning, refrigerating and         
cooling systems, each with its respective furnaces, boilers, engines, motors,   
dynamos, radiators, pipe, wiring and other apparatus, vaults, safes, fire       
prevention and extinguishing equipment, carpets, floor covering, kitchen        
appliances and antenna.                                                         

( ) "Plans and Reports" means (A) all preliminary, final and proposed building  
plans and specifications (including "as-built" drawings) respecting the         
Improvements, and (B) all structural reviews, architectural drawings and        
engineering, soils, seismic, geologic and architectural reports, studies and    
certificates and other documents pertaining to the Project which are within the 
possession of, under the control of, or reasonably available to Seller.         

( ) "Plans and Reports List" is defined in Paragraph 5.4.5.                     

( ) "Property" means, collectively, the Real Property, the Improvements, and all
of Seller's interest in the Personal Property, Plans and Reports, Licenses and  
Permits Tenant Leases, Tenant Deposits and Service Contracts.                   

( )"Revenues" is defined in Paragraph 6.6.2.                                    

( ) "Rules" is defined in Article 15.                                           

( ) "Seller's Books and Records" is defined in Paragraph 5.2.                   

( ) "Service Contracts" means any and all service agreements, maintenance       
contracts, warranties, guarantees, bonds and like contracts and agreements      
relating to the Project, together with all supplements, amendments and          
modifications thereto, relating to the Property.                                

( )"Service Contract List" is defined in Paragraph 5.4.4.                       

( ) "Survey" is defined in Paragraph 5.4.1.                                     

( ) "Tenant Deposit" means all security deposits, prepaid rentals, cleaning fees
and other deposits, plus any interest accrued thereon, paid by Tenant to Seller 
or any other person relative to the Project.                                    

( )"Tenant Estoppel Certificate" is defined in Paragraph 7.1.4.                 
( )"Tenant Lease Assignment" is defined in Paragraph 6.4.3.                     
( )"Tenant Notification Letter" is defined in Paragraph 6.4.6.                  
( )"Title Policy" is defined in Paragraph 7.1.3.                                
( )"UCC Searches" is defined in Paragraph 5.4.9.                                

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LEGAL DESCRIPTION 

[To be attached prior to
execution of the Agreement] 

EXEIIB1T 1.13 

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RECORDING REQUESTED BY AND WHEN RECORDED MAIL THIS GRANT DEED TO:               

Allen, Matkins, Leck Gamble & Mallory LLP 515 South Figueroa Street, Seventh    
Floor Los Angeles, California 90071-3398 Attn: Michael L. Matkins, Esq.         

SEND ALL TAX STATEMENTS TO: 

West Coast Realty Investors, Inc.                                               
5933 West Century Boulevard, Suite 900 Los Angeles, California 90045-5454       
Attn: Mr. W. Thomas Maudlin, Jr.                                                

(Above Space For Recorder's Use Only) 

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GRANT DEED

The undersigned grantor declares:                                               

Documentary Transfer Tax is shown by an unrecorded separate affidavit pursuant  
to Section 11932 of the Revenue and Taxation Code.                              

( ) computed on full value of property conveyed, or                             
( ) computed on full value, less value of liens and encumbrances remaining at   
time of sale.                                                                   

City of                                                                         

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, hereby     
GRANTS to WEST COAST REALTY INVESTORS, INC., a Delaware corporation, the        
following described real property ("Property") located in the City of           
County of                         , State of                                    

See Exhibit "A" attached hereto and incorporated herein by this reference.      

SUBJECT TO: 
1.    Taxes and assessments.                                                    
Exhibit 6.4.1 

2. All other covenants, conditions, restrictions, reservations, rights, rights  
of way, easements, encumbrances, liens and title matters whether or not of      
record or visible from an inspection of the Property and all matters which an   
accurate survey of the Property would disclose.                                 
DATED:                                                                          

EXHIBIIT 6.4.1

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LEGAL DESCRIPTION 

[To be attached prior to
execution of the Agreement] 

EXHIBIT A 

TO EXHIBIT 6.4.1

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STATE OF                                                                        

COUNTY OF                                                                       

On 199  before me, the undersigned, a Notary Public in and for said State,      
personally appeared and , personally known to me (or proved to me on the basis  
of satisfactory evidence) to be persons who executed the within instrument as   
the and respectively, of , the corporation that executed the within Instrument, 
known to me to be the persons who executed the within Instrument on behalf of   
said corporation, and acknowledged to me that such corporation executed the     
within instrument pursuant to its bylaws or a resolution of its board of        
directors.                                                                      

WITNESS my hand and official seal.                                              

Notary Public in and for said State                                             

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BILL OF SALE

THIS BILL OF SALE ("Bill of Sale") is made this day of            , 19  by      
('"Seller"), in favor of WEST COAST REALTY INVESTORS, INC., a Delaware          
corporation ("Buyer").                                                          

WITNESSETH: 

Seller and Buyer entered into that certain Agreement of Purchase and Sale and   
Joint Escrow Instructions dated as of            199  ("Agreement") respecting  
the sale of certain "Property" (as defined in the Agreement).                   
Under the Agreement, Seller is obligated to transfer to Buyer any and all of its
right, title and interest in and to all equipment, appliances, tools, machinery,
supplies, building materials and other personal property of every kind and      
character owned by Seller and attached to, appurtenant to, located in or used in
connection with the operation of the improvements ("Improvements") commonly     
known as and located on the real property described in Exhibit "A" attached     
hereto, including, without limitation, all attachments, appliances, fittings,   
gas and oil burners, automatic stokers, lighting fixtures, doors, cabinets,     
partitions, mantles, elevators, electric motors, pumps, screens, flag poles,    
waste disposal or storage equipment, all sprinklers, plumbing, heating, air     
conditioning, electrical, ventilating, lighting, incinerating, vacuum cleaning, 
refrigerating and cooling systems, each with its respective furnaces, boilers,  
engines, motors, dynamos, radiators, pipe, wiring and other apparatus, vaults,  
safes, fire prevention and extinguishing equipment, carpets, floor covering,    
kitchen appliances and antenna, including those items described on the Inventory
attached hereto (collectively, "Personal Property").                            

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Seller does hereby absolutely and             
unconditionally give, grant, bargain, sell, transfer, set over, assign, convey, 
release, confirm and deliver to Buyer all of the Personal Property.             

Seller hereby covenants that Seller will, at any time and from time to time upon
written request therefor, execute and deliver to Buyer, Buyer's successors,     
nominees or assigns, such documents as Buyer or they may reasonably request in  
order to frilly assign and transfer to and vest in Buyer or Buyer's successors, 
nominees and assigns, and protect Buyer's or their right, title and interest in 
and to all of the Personal Property and rights of Seller intended to be         
transferred and assigned hereby, or to enable Buyer, Buyer's successors,        
nominees and assigns to realize upon or otherwise enjoy such rights and         
property.                                                                       

Seller hereby represents and warrants to Buyer that: (i) to the best of Seller's
knowledge, the Personal Property has been paid for and is not subject to any    
liens, encumbrances or claims of any kind; (ii) all taxes of any nature         
whatsoever on the Personal Property have been                                   

EXHIBIT 6.4.2 

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paid by Seller; (iii) the consideration paid to Seller herewith is the frill and
complete consideration for the Personal Property; (iv) any sales or other taxes 
which may be payable with respect to this transfer shall be the sole            
responsibility of Seller; and (v) the transfer of the Personal Property to Buyer
does not require the consent of third parties except as otherwise disclosed in  
writing by Seller to Buyer. Such warranties and representations shall survive   
the execution and delivery of this Bill of Sale and Buyer's subsequent transfer 
of any of the Personal Property.                                                

Seller warrants, and hereby covenants, at Seller's sole cost and expense, to    
defend Buyer's title to the Personal Property against all lawful claims and     
demands of all persons or entities whomsoever which may now exist or which may  
have accrued as of the date of this Bill of Sale. Seller hereby agrees to       
indemnify and hold Buyer free and harmless from all liabilities, obligations,   
damages, causes of action, judgments, costs and expenses (including reasonable  
attorneys' fees) which Buyer may incur or suffer in connection with any breach  
by Seller of the preceding warranty and covenant.                               

This Bill of Sale shall be binding upon and inure to the benefit of the         
successors, assigns, personal representatives, heirs and legatees of Buyer and  
Seller.                                                                         

This Bill of Sale shall be governed by, interpreted under, and construed and    
enforceable in accordance with, the laws of the State of                        

IN WITNESS WHEREOF, Seller has executed and delivered this Bill of Sale as of   
this day of                  1997.                                              

EXHIBIT 6.4.2 

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TENANT LEASE ASSIGNMENT 

THIS TENANT LEASE ASSIGNMENT ("Assignment") is made this day of 199  by and     
between , a ("Assignor"), and WEST COAST REALTY INVESTORS, INC., a Delaware     
corporation ("Assignee").                                                       

WITNESSETH: 
Assignor and West Coast Realty Investors, Inc. entered into that certain        
Agreement of Purchase and Sale and Joint Escrow Instructions dated as of        
("Agreement") respecting the sale of certain "Property" (as defined in the      
Agreement).                                                                     

Under the Agreement, Assignor is obligated to assign to Assignee any and all of 
its right, title and interest in and to all leases, licenses, rental agreements 
and occupancy agreements, and all amendments and supplements thereto relative to
the real property ("Real Property") described in Exhibit "A" attached hereto,   
together with all rents, issues and profits thereunder (collectively, "Tenant   
Leases") and all security deposits, prepaid rentals, cleaning fees and other    
deposits, plus any interest accrued thereon, paid by tenants of the Property to 
Assignor or any other person ("Tenant Deposits"), which Tenant Leases and Tenant
Deposits are set forth on Exhibit "B" attached hereto.                          

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignor hereby assigns, sells, transfers,    
sets over and delivers unto Assignee all of Assignor's estate, right, title and 
interest in and to the Tenant Leases and Tenant Deposits and Assignee hereby    
accepts such assignment.                                                        

The representations and warranties made by Assignor to Assignee in the Agreement
with respect to the Tenant Leases and Tenant Deposits are incorporated herein by
this reference.                                                                 

Such representations and warranties shall survive the execution and delivery of 
this Assignment for the period and to the extent provided in the Agreement.     

Assignor hereby covenants that Assignor will, at any time and from time to time 
upon written request therefor, execute and deliver to Assignee, Assignee's      
successors, nominees or assigns, such documents as Assignee or they may         
reasonably request in order to frilly assign and transfer to and vest in        
Assignee or Assignee's successors, nominees and assigns, and protect Assignee's 
or their right, title and interest in and to the Tenant Leases and the Tenant   
Deposits and the rights of Assignor intended to be transferred and assigned     
hereby, or to enable Assignee, Assignee's successors, nominees and assigns to   
realize upon or otherwise enjoy such rights in and to the Tenant Leases and the 
Tenant Deposits.                                                                

EXHIBIT 6.4.3 

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Assignee hereby assumes the performance of all of the terms, covenants and      
conditions imposed upon Assignor as landlord under the Tenant Leases accruing or
arising on or after the date of delivery of this Assignment.                    

Assignee hereby agrees to indemnify and hold harmless Assignor, Assignor's      
agents and Assignor's and their successors and assigns from and against any and 
all claims, losses, liabilities and expenses, including reasonable attorneys'   
fees, suffered or incurred by Assignor by reason of any breach by Assignee from 
and after the date hereof of any of Assignee's obligations under the Tenant     
Leases or with respect to the Tenant Deposits for the period and to the extent  
provided in the Agreement.                                                      

Assignor hereby agrees to indemnify and hold harmless Assignee, Assignee's      
agents and Assignee's and their successors and assigns from and against any and 
all claims, losses, liabilities and expenses, including reasonable attorneys'   
fees, suffered or incurred by Assignee by reason of any breach by Assignor prior
to the date hereof, of any of Assignor's obligations under the Tenant Leases or 
with respect to the Tenant Deposits for the period and to the extent provided in
the Agreement.                                                                  

In the event of the bringing of any action or suit by a party hereto against    
another party hereunder by reason of any breach of any of the covenants,        
conditions, agreements or provisions on the part of the other party arising out 
of this Assignment, then in that event the prevailing party shall be entitled to
have and recover of and from the other party all costs and expenses of the      
action or suit, including reasonable attorneys' fees.                           

This Assignment may be executed simultaneously in counterparts, each of which   
shall be deemed an original, but all of which, together, shall constitute one   
and the same instrument.                                                        

This Assignment shall be binding upon and inure to the benefit of the           
successors, assignees, personal representatives, heirs and legatees of          
all the respective parties hereto.                                              

This Assignment shall be governed by, interpreted under, and construed and      
enforceable in accordance with, the laws of the State of                        

EXHIBIT 6.4.3 

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IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this      
Assignment as of the day and year first written above.                          

WEST COAST REALTY INVESTORS. INC., a Delaware corporation                       

By:                                                                             
Name:                                                                           
Title:                                                                          

By:                                                                             
Name:                                                                           
Title:                                                                          

By:                                                                             

W. Thomas Maudlin, Jr. President                                                

"Assignor"                    "Assignee"                                        

EXHIBIT 6.4.3 

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STATE OF                                                                        

COUNTY OF                                                                       

On             , 1997 before me, the undersigned, a Notary Public in and for    
said State, personally appeared , personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument, and acknowledged to me that executed the same.               

WITNESS my hand and official seal.                                              

Notary Public in and for said State                                             

STATE OF                                                                        

COUNTY OF                                                                       

On        , 1997 before me, the undersigned, a Notary Public in and for said    
State, personally appeared , personally known to me (or proved to me on the     
basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument, and acknowledged to me that executed the same.               

WITNESS my hand and official seal.                                              

Notary Public in and for said State                                             

EXHIBIT 6.4.3 

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GENERAL ASSIGNMENT

THIS GENERAL ASSIGNMENT ("Assignment") is made this day of                      
, 19  by and between . a ("Assignor"), and WEST COAST REALTY INVESTORS, INC., a 
Delaware corporation ("Assignee").                                              

WITNESSETH: 

Assignor and West Coast Realty Investors, Inc. entered into that certain        
Agreement of Purchase and Sale and Joint Escrow Instructions dated as of 19     
("Agreement") respecting the sale of certain "Property", including the "Real    
Property" described in Exhibit "A" and the "Improvements" located thereon (ad as
defined in the Agreement).                                                      

Under the Agreement, Assignor is obligated to assign to Assignee any and all of 
its right, title and interest in and to:                                        

(a) certain service contracts, agreements, maintenance contracts, warranties,   
guarantees, bonds and like contracts and agreements, together with ad           
supplements, amendments and modifications thereto, relating to the Property,    
("Service Contracts"). A list of the Service Contracts is attached hereto as    
Exhibit "B".                                                                    

(b) all licenses, permits, certificates of occupancy, approvals, dedications,   
subdivision maps and entitlements issued, approved or granted by "Authorities"  
(as defined in the Agreement) or otherwise in connection with the Property; all 
right, title and interest of Seller in and to the use of the name "            "
and any other trade names, trademarks, and logos used by Assignor in the        
operation and identification of the Improvements and/or the Real Property; any  
and all development rights and other intangible rights, titles, interests,      
privileges and appurtenances owned by Assignor and in any way related to or used
in connection with the Property and its operation; and all licenses, consents,  
easements, rights of way and approvals required from private parties to make use
of utilities and to insure vehicular and pedestrian ingress and egress to the   
Real Property and the Improvements ("Licenses and Permits"). A list of the      
Licenses and Permits is attached hereto as Exhibit "C".                         

(c) all financial and other books and records maintained in connection with the 
operation of the Property, all preliminary, final and proposed building plans   
and specifications (including "as-built" drawings) respecting the Improvements, 
and all structural reviews, architectural drawings and engineering, soils,      
seismic, geologic and architectural reports, studies and certificates and other 
documents pertaining to the Property which are within the possession of, under  
the control of or reasonably available to Assignor ("Plans and Reports"). A list
of the Plans is attached hereto as Exhibit "D".                                 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignor hereby assigns, sells, transfers,    
sets over                                                                       

EXHIBIT 6.4.4 

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and delivers unto Assignee all of Assignor's estate, right, title and interest  
in and to the Service Contracts, Licenses and Permits and Records and Plans and 
Reports and Assignee hereby accepts such assignment.                            

The representations and warranties made by Assignor to Assignee in the Agreement
are incorporated herein by this reference.                                      

Such representations and warranties shall survive the execution and delivery of 
this Assignment for the period and to the extent provided in the Agreement.     

Assignor hereby covenants that Assignor will, at any time and from time to time,
upon written request therefor, execute and deliver to Assignee, Assignee's      
successors, nominees and assigns, any new or confirmatory instruments which     
Assignee, Assignee's successors, nominees and assigns may reasonably request in 
order to frilly assign and transfer to and vest in Assignee, or Assignee's      
successors, nominees and assigns, and to protect Assignee's or Assignee's       
successors, nominees and assigns right, title and interest in and to the Service
Contracts, Licenses and Permits, and Plans or to otherwise realize upon or enjoy
such rights in and to the Service Contracts, Licenses and Permits, and Plans.   

Assignee hereby assumes the performance of all of the terms, covenants and      
conditions imposed upon Assignor under the Service Contracts, Licenses and      
Permits, and Plans and Reports accruing or arising on or after the date of this 
Agreement.                                                                      

Assignee hereby agrees to indemnify and hold harmless Assignor, Assignor's      
agents and Assignor's and their successors and assigns from and against any and 
all claims, losses, liabilities and expenses, including reasonable attorneys'   
fees, suffered or incurred by Assignor by reason of any breach by Assignee from 
and after the date hereof of any of Assignee's obligations under the Service    
Contracts, Licenses and Permits or Plans and Reports for the period and to the  
extent provided in the Agreement.                                               

Assignor hereby agrees to indemnify and hold harmless Assignee, Assignee's      
agents and Assignee's and their successors and assigns from and against any and 
all claims, losses, liabilities and expenses, including reasonable attorneys'   
fees, suffered or incurred by Assignee by reason of any breach by Assignor prior
to the date hereof of any of Assignor's obligations under the Service Contracts,
Licenses and Permits or Plans and Reports for the period and to the extent      
provided in the Agreement.                                                      

In the event of the bringing of any action or suit by a party hereto against    
another party hereunder by reason of any breach of any of the covenants,        
conditions, agreements or provisions on the part of the other party arising out 
of this Assignment, then in that event the prevailing party shall be entitled to
have and recover of and from the other party all costs and expenses of the      
action or suit, including reasonable attorneys' fees.                           

This Assignment shall be binding upon and inure to the benefit of the           
successors, assignees, personal representatives, heirs and legatees of all the  
respective parties hereto.                                                      

EXHIBIT 6.4.4 

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This Assignment shall be governed by, interpreted under, and construed and      
enforceable in accordance with, the laws of the State of                        

IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this      
Assignment as of the day and year first above written.                          

By:                                                                             
Name:                                                                           
Title:                                                                          

By: Name:                                                                       
Title:                                                                          

"Assignor"                                                                      

WEST COAST REALTY INVESTORS, INC., a Delaware corporation                       

W. Thomas Maudlin, Jr. President                                                
"Assignee"                                                                      

EXlIIB1T 6.4.4

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NON-FOREIGN CERTIFICATE 

TRANSFEROR'S CERTIFICATION OF NON-FOREIGN STATUS
A. Federal Certification. 

To inform WEST COAST REALTY INVESTORS,. ("Transferee") that withholding of tax  
under Section 1445 of the Internal Revenue Code of 1954, as amended ("Code")    
will not be required upon the transfer of certain real property to the          
Transferee by the undersigned ("Transferor"). Transferor hereby certifies to    
Transferee:                                                                     

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, 
or foreign estate (as those terms are defined in the Code and the Income Tax    
Regulations promulgated thereunder).                                            

2. Transferor's U.S. employer identification/social security number is          

3. The Transferor's office/personal residence address is                        

Transferor understands that this Certification may be disclosed to the Internal 
Revenue Service by the Transferee and that any false statement contained herein 
could be punished by fine, imprisonment, or both.                               

Transferor understands that the Transferee is relying on this Certification in  
determining whether withholding is required upon said transfer.                 

B. California Certification.  

Resident/Non-Resident Affidavit                                                 

Sections 18805 and 26131 of the Revenue and Taxation Code provide that a buyer  
or real property may be required to withhold 3 1/3% of the sales price of       
California real property sold by a non-resident Seller, unless the sales price  
of the real property is less than $100,000.00.                                  

Transferor hereby certifies that Transferor is a [partnership as determined in  
accordance with Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue 
Code] or [California resident and not subject to the above mentioned withholding
and that its California residence address is                                    

Transferor understands that this Certification may be disclosed to the Franchise
Tax Board of California by Transferee and that any false statement contained    
herein could be punished by fine, imprisonment, or both.                        

EXHIBIT 6.4.5 

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C. General.                                                                     

Transferor hereby agrees to indemnify, defend and hold the Transferee harmless  
from and against any and all obligations, liabilities, claims, losses, actions, 
causes of action, rights, demands, damages, costs and expenses of every kind,   
nature or character whatsoever (including, without limitation, actual attorneys'
fees and court costs) incurred by the Transferee as a result of any false or    
misleading statement contained herein.                                          

Under penalty of perjury, Transferor declares that Transferor has examined this 
Certification and to the best of Transferor's knowledge and belief, it is true, 
correct and complete, and Transferor further declares that it has authority to  
sign this document on behalf of the Transferor.                                 

Date:                                                                           
, 199                                                                           

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,199                                                                            
TENANT NOTIFICATION LETTER

Re: Your lease (the "Lease") of space in the building known as " " located in , 
California (the "Building)                                                      

Ladies and Gentlemen:                                                           

You are hereby notified that , (the "Owner"), as owner of the Building and the  
current owner of the landlord's interest under the Lease, has sold the Building 
to WEST COAST REALTY INVESTORS, INC. ("Buyer"), and in connection with such sale
the Owner has assigned and transferred its interest in the Lease and any and all
security deposits thereunder or relating thereto to Buyer, and Buyer has assumed
and agreed to perform all of the landlord's obligations under the Lease         
(including any obligations set forth in the Lease to repay or account for any   
security deposits thereunder) from and after the date of this Tenant            
Notification Letter. Accordingly, (a) all of your obligations under the Lease   
from and after the date of this Tenant Notification Letter (including your      
obligations to pay rent and fulfill your insurance requirements) shall be       
performable to and for the benefit of Buyer, its successors and assigns and (b) 
all of the obligations of the landlord under the Lease (including any           
obligations to repay or account for any security deposits thereunder) from and  
after the date of this Tenant Notification Letter shall be the binding          
obligations of Buyer and its successors and assigns.                            

The address of Buyer for all purposes under the Lease (including the payment of 
rentals, the recoupment of and security deposits and the giving of any notices  
provided for in the Lease) is:                                                  

Very truly yours,                                                               
By:                                                                             

Name                                                                            
Title                                                                           
EXIIIB1T 6.4.6

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TENANT:                                                                         
DATE OF LEASE:                                                                  
AMENDED:                                                                        
PREMISES:                                                                       
ESTOPPEL CERTIFICATE                                                            

To:                                                                             
Re:                                                                             

The undersigned hereby certifies to WEST COAST REALTY INVESTORS INC.            
("Buyer") as follows:                                                           

1. The undersigned is the "Tenant" under the above referenced lease ("Lease")   
covering the above-referenced Premises ("Premises"). A true, correct and        
complete copy of the Lease (including all addendums, riders, amendments,        
modifications and supplements thereto) is attached as Exhibit "A".              

2. The Lease constitutes the entire agreement between landlord under the Lease  
("Landlord") and Tenant with respect to the Property and the Lease has not been 
modified, changed, altered or amended in any respect except as set forth above. 

3. The term of the Lease commenced on , 19  and, including any presently        
exercised option or renewal term, will expire on , 19  Tenant has accepted      
possession of the Premises and is the actual occupant in possession and has not 
sublet, assigned or hypothecated Tenant's leasehold interest. All improvements  
to be constructed on the Property by Landlord have been completed and accepted  
by Tenant and any tenant construction allowances have been paid in frill.       

4. As of the date of this Estoppel Certificate, there exists no breach or       
default, nor state of facts which, with notice, the passage of time, or both,   
would result in a breach or default on the part of either Tenant or Landlord. To
the best of Tenant's knowledge, no claim, controversy, dispute, quarrel or      
disagreement exists between Tenant and Landlord.                                

5. Tenant is currently obligated to pay annual rental in monthly installments of
per month and monthly installments of annual rental have been paid through      
19 . In addition, the Lease requires rent adjustments based on increases in     
the consumer price index. No other rent has been paid in advance and Tenant has 
no claim or defense against Land- lord under the Lease and is asserting no      
offsets or credits against either the rent or Landlord. Tenant has no claim     
against Landlord for any security or other deposits except $ which was paid     
pursuant to the Lease.                                                          

EXHIBIT 7.1.4 

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6. Tenant has no option or preferential right to purchase all or any part of the
Premises (or the real property of which the Premises are a part) nor any right  
or interest with respect to the Property other than as Tenant under the Lease.  
Tenant has no right to renew or extend the terms of the Lease except            

7. Tenant has made no agreement with Landlord or any agent, representative or   
employee of Landlord concerning free rent, partial rent, rebate of rental       
payments or any other type of rental or other concession except as expressly set
forth in the Lease.                                                             

8. There has not been filed by or against Tenant a petition in bankruptcy, .    
voluntary or otherwise, any assignment for the benefit of creditors, any        
petition seeking reorganization or arrangement under the bankruptcy laws of the 
United States, or any state thereof, or any other action brought under said     
bankruptcy laws with respect to Tenant.                                         

9. All insurance required of Tenant by the Lease has been provided by Tenant    
and all premiums paid.                                                          

10. The Property contains square feet of rentable/usable area.                  

This Certificate is made to Buyer in connection with the prospective purchase by
Buyer, or Buyer's assignee, of the building containing the Premises. This       
Certificate may be relied on by Buyer and any other party who acquires an       
interest in the Premises in connection with such purchase or any person or      
entity which may finance such purchase.                                         

Dated this 11  day of July 1997                                                 

EXHIBIT 7.1.4 

 -2-

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GUARANTY OF LEASE 

THIS GUARANTY OF LEASE (this "Guaranty") is made as of November, 1997, by       
CHRISTIAN J. KNOX, a married man (the "Guarantor"), in favor of WEST COAST      
REALTY INVESTORS, INC., a Delaware corporation ("Landlord").                    

WHEREAS, Landlord and CHRISTIAN J. KNOX & ASSOCIATES, INC., a California        
corporation doing business as Applebee's Neighborhood Grill & Bar, desire to    
enter into that certain Lease Agreement dated Novembers, 1997 (the "Lease")     
concerning the premises in the building located at 6700 Stanford Ranch Road,    
City of Roseville, State of California;                                         

WHEREAS, Guarantor has a financial interest in the Tenant; and                  

WHEREAS, Landlord would not execute the Lease if Guarantor did not execute and  
deliver to Landlord this Guaranty.                                              

NOW, THEREFORE, for and in consideration of the execution of the foregoing Lease
by Landlord and as a material inducement to Landlord to execute said Lease,     
Guarantor hereby absolutely, presently, continually, unconditionally and        
irrevocably guaranties the prompt payment by Tenant of all rentals and other    
sums payable by Tenant under said Lease and the faithful and prompt performance 
by Tenant of each and every one of the terms, conditions and covenants of said  
Lease to be kept and performed by Tenant, and further agrees as follows:        

1. It is specifically agreed and understood that the terms, covenants and       
conditions of the Lease may be altered, affected, modified, amended,            
compromised, released or otherwise changed by agreement between Landlord and    
Tenant, or by course of conduct and Guarantor does guaranty and promise to      
perform all of the obligations of Tenant under the Lease as so altered,         
affected, modified, amended, compromised, released or changed and the Lease may 
be assigned by or with the consent of Landlord or any assignee of Landlord      
without consent or notice to Guarantor and that this Guaranty shall thereupon   
and thereafter guaranty the performance of said Lease as so changed, modified,  
amended, compromised, released, altered or assigned.                            

2. This Guaranty shall not be released, modified or affected by failure or delay
on the part of Landlord to perforce any of the rights or remedies of Landlord   
under the Lease, whether pursuant to the terms thereof or at law or in equity,  
or by any release of any person liable under the terms of the Lease (including, 
without limitation, Tenant) or any other guarantor from any liability with      
respect to Guarantor's obligations hereunder.                                   

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3. Guarantor's liability under this Guaranty shall continue until all rents due 
under the Lease have been paid in full in cash and until all other obligations  
to Landlord have been satisfied, and shall not be reduced by virtue of any      
payment by Tenant of any amount due under the Lease. If all or any portion of   
Tenant's obligations under the Lease is paid or performed by Tenant, the        
obligations of Guarantor hereunder shall continue and remain in full force and  
effect in the event that all or any part of such payment(s) or performance(s)   
is avoided or recovered directly or indirectly from Landlord as a preference,   
fraudulent transfer or otherwise.                                               

4. Guarantor warrants and represents to Landlord that Guarantor now has and will
continue to have full and complete access to any and all information concerning 
the Lease, the value of the assets owned or to be acquired by Tenant, Tenant's  
financial status and its ability to pay and perform the obligations owed to     
Landlord under the Lease. Guarantor further warrants and represents that        
Guarantor has reviewed and approved copies of the Lease and is fully informed of
the remedies Landlord may pursue, with or without notice to Tenant, in the event
of default under the Lease. So long as any of the Guarantor's obligations       
hereunder remains unsatisfied or owing to Landlord, Guarantor shall keep fully  
informed as to all aspects of Tenant's financial condition and the performance  
of said obligations.                                                            

5. Guarantor hereby covenants and agrees with Landlord that if a default shall  
at any time occur in the payment of any sums due under the Lease by Tenant or in
the performance of any other obligation of Tenant under the Lease, Guarantor    
shall and will forthwith upon demand pay such sums and any arrears thereof, to  
Landlord in legal currency of the United States of America for payment of public
and private debts, and take all other actions necessary to cure such default and
perform such obligations of Tenant.                                             

6. The liability of Guarantor under this Guaranty is a guaranty of payment and  
performance and not of collectibility, and is not conditioned or contingent upon
the genuineness, validity, regularity or enforceability of the Lease or the     
pursuit by Landlord of any remedies which it now has or may hereafter have with 
respect thereto, at law, in equity or otherwise.                                

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7. Guarantor hereby waives and agrees not to assert or take advantage of to the 
extent permitted by law: (i) all notices to Guarantor, to Tenant, or to any     
other person, including, but not limited to, notices of the acceptance of this  
Guaranty or the creation, renewal, extension, assignment, modification or       
accrual of any of the obligations owed to Landlord under the Lease and, except  
to the extent set forth in Paragraph 9 hereof, enforcement of any right or      
remedy with respect thereto, and notice of any other matters relating thereto;  
(ii) notice of acceptance of this Guaranty; (iii) demand of payment,            
presentation and protest; (iv) any right to require Landlord to apply to any    
default any security deposit or other security it may hold under the Lease; (v) 
any statute of limitations affecting Guarantor's liability hereunder or the     
enforcement thereof; (vi) any right or defense that may arise by reason of the  
incapability, lack of authority, death or disability of Tenant or any other     
person; and (vii) all principles or provisions of law which conflict with the   
terms of this Guaranty. Guarantor further agrees that Landlord may enforce this 
Guaranty upon the occurrence of a default under the Lease, notwithstanding any  
dispute between Landlord and Tenant with respect to the existence of said       
default or performance of the obligations under the Lease or any counterclaim,  
set-off or other claim which Tenant may allege against Landlord with respect    
thereto. Moreover, Guarantor agrees that Guarantor's obligations shall not be   
affected by any circumstances which constitute a legal or equitable discharge of
a guarantor or surety.                                                          

8. Guarantor agrees that Landlord may enforce this Guaranty without the         
necessity of proceeding against Tenant or any other guarantor. Guarantor hereby 
waives the right to require Landlord to proceed against Tenant, to proceed      
against any other guarantor, to exercise any right or remedy under the Lease    
or to pursue any other remedy or to enforce any other right.                    

9. (a) Guarantor agrees that nothing contained herein shall prevent Landlord    
from suing on the Lease or from exercising any rights available to it thereunder
and that the exercise of any of the aforesaid rights shall not constitute a     
legal or equitable discharge of Guarantor. Without limiting the generality of   
the foregoing, Guarantor hereby expressly waives any and all benefits under     
California Civil Code S S 2809, 2810, 2.819, 2845, 2847, 2848, 2845 and 2850.   

(b) Guarantor agrees that Guarantor shall have no right of subrogation against  
Tenant unless and until all amounts due under the Lease have been paid in full  
and all other obligations under the Lease have been satisfied. Guarantor further
agrees that, to the extent the waiver of Guarantor's right of subrogation as set
forth herein is found by a court of competent jurisdiction to be void or        
voidable for any reason, any rights of subrogation Guarantor may have against   
Tenant shall be junior and subordinate to any rights Landlord may have against  
Tenant.                                                                         

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(c) To the extent any dispute exists at any time as to any Guarantor's right to 
subrogation or otherwise, Guarantor agrees to indemnify, defend and hold        
Landlord harmless from and against any loss, damage, claim, demand, cost or any 
other liability (including without limitation, reasonable attorneys' fees and   
costs) Landlord may suffer as a result of such dispute.                         

(d) The obligations of Guarantor under this Guaranty shall not be altered,      
limited or affected by any case, voluntary or involuntary, involving the        
bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement
of Tenant or any defense which Tenant may have by reason of order, decree or    
decision of any court or administrative body resulting from any such case.      
Landlord shall have the sole right to accept or reject any plan on behalf of    
Guarantor proposed in such case and to take any other action which Guarantor    
would be entitled to take, including, without limitation, the decision to file  
or not file a claim. Guarantor acknowledges and agrees that any payment which   
accrues with respect to Tenant's obligations under the Lease (including, without
limitation, the payment of rent) after the commencement of any such proceeding  
(or, if any such payment ceases to accrue by operation of law by reason of the  
commencement of such proceeding, such payment as would have accrued if said     
proceedings had not been commenced) shall be included in Guarantor's obligations
hereunder because it is the intention of the parties that said obligations      
should be determined without regard to any rule or law or order which may       
relieve Tenant of any of its obligations under the Lease. Guarantor hereby      
permits any trustee in bankruptcy, receiver, debtor-in-possession, assignee for 
the benefit of creditors or similar person to pay Landlord, or allow the claim  
of Landlord in respect of, any such payment accruing after the date on which    
such proceeding is commenced. Guarantor hereby assigns to Landlord Guarantor's  
right to receive any payments from any trustee in bankruptcy, receiver,         
debtor-in-possession, assignee for the benefit of creditors or similar person by
way of dividend, adequate protection payment or otherwise.                      

10. Any notice, statement, demand, consent, approval or other communication     
required or permitted to be given, rendered or made by either party to the      
other, pursuant to this Guaranty or pursuant to any applicable law or           
requirement of public authority, shall be in writing (whether or not so stated  
elsewhere in this Guaranty) and shall be deemed to have been properly given,    
rendered or made only if hand-delivered or sent by first-class mail, postage    
pre-paid, addressed to the other party at its respective address set forth      
below, and shall be deemed to have been given, rendered or made on the day it is
hand-delivered or one day after it is mailed, unless it is mailed outside of Los
Angeles County, California, in which case it shall be deemed to have been given,
rendered or made on the third business day after the day it is mailed. By giving
notice as provided above, either party may designate a different address for    
notices, statements, demands, consents, approvals or other communications       
intended for it.                                                                

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To Guarantor:  Christian J. Knox                                                
633 East Victor Road, Suite E                                                   
Lodi, California, 95240                                                         
Facsimile No.: (209) 367-5401                                                   
Telephone No.: (209)367-7517                                                    

To Landlord:   West Coast Realty Investors, Inc.                                
5933 West Century Boulevard, Suite 900                                          
Los Angeles, California 90045-5454                                              
Facsimile No.: (310) 337-9898                                                   
Telephone No.: (310) 337-9700                                                   
Attn: W. Thomas Maudlin, Jr.                                                    

With a copy to:                                                                 
Allen, Matkins, Leck, Gamble & Mallory                                          
515 South Figueroa Street, 8th Floor                                            
Los Angeles, California 90071                                                   
Attn: Michael L. Matkins, Esq.                                                  

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11.    Guarantor represents and warrants to Landlord as follows:                

(a) No consent of any other person, including, without limitation, any creditors
of Guarantor, and no license, permit, approval or authorization of, exemption   
by, notice or report to, or registration, filing or declaration with, any       
governmental authority is required by Guarantor in connection with this Guaranty
or the execution, delivery, performance, validity or enforceability of this     
Guaranty and all obligations required hereunder. This Guaranty has been duly    
executed and delivered by Guarantor, and constitutes the legally valid and      
binding obligation of Guarantor enforceable against Guarantor in accordance with
its terms.                                                                      

(b) The execution delivery and performance of this Guaranty will not violate any
provision of any existing law or regulation binding on Guarantor, or any order, 
judgment, award or decree of any court, arbitrator or governmental authority    
binding on Guarantor, or of any mortgage, indenture, lease, contract or other   
agreement, instrument or undertaking to which Guarantor is a party or by which  
Guarantor or any of Guarantor's assets may be bound, and will not result in, or 
require, the creation or imposition of any lien on any of Guarantor's property, 
assets or revenues pursuant to the provisions of any such mortgage, indenture,  
lease, contract, or other agreement, instrument or undertaking.                 

12. The obligations of Tenant under the Lease to execute and deliver estoppel   
statements, as therein provided, shall be deemed to also require the Guarantor  
hereunder to do and provide the same relative to Guarantor.                     

13. This Guaranty shall be binding upon Guarantor, Guarantor's heirs,           
representatives, administrators, executors, successors and assigns and shall    
inure to the benefit of and shall be enforceable by Landlord, its successors,   
endorsees and assigns. Any married person executing this Guaranty agrees that   
recourse may be had against community assets and against his separate property  
for the satisfaction of all obligations herein guaranteed. As used herein, the  
singular shall include the plural, and the masculine shall include the feminine 
and neuter and vice versa, if the context so requires.                          

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14. The term "Landlord" whenever used herein refers to and means the Landlord   
specifically named in the Lease and also any assignee of said Landlord, whether 
by outright assignment or by assignment for security, and also any successor to 
the interest of said Landlord or of any assignee in the Lease or any part       
thereof, whether by assignment or otherwise. So long as the Landlord's interest 
in or to the demised premises (as that term is used in the Lease) or the rents, 
issues and profits therefrom, or in, to or under the Lease, are subject to any  
mortgage or deed of trust or assignment for security, no acquisition by         
Guarantor of the Landlord's interest in the demised premises or under the Lease 
shall affect the continuing obligations of Guarantor under this Guaranty, which 
obligations shall continue in full force and effect for the benefit of the      
mortgagee, beneficiary, trustee or assignee under such mortgage, deed of trust  
or assignment, or any purchaser at sale by judicial foreclosure or under private
power of sale, and of the successors and assigns of any such mortgagee,         
beneficiary, trustee, assignee or purchaser.                                    

15. The term "Tenant" whenever used herein refers to and means the Tenant in the
Lease specifically named and also any assignee or sublessee of said Lease and   
also any successor to the interests of said Tenant, assignee or sublessee of    
such Lease or any part thereof, whether by assignment, sublease or otherwise.   

16. In the event of any dispute or litigation regarding the enforcement or      
validity of this Guaranty, Guarantor shall be obligated to pay all charges,     
costs and expenses (including, without limitation, reasonable attorneys' fees)  
incurred by Landlord, whether or not any action or proceeding is commenced      
regarding such dispute and whether or not such litigation is prosecuted to      
judgment.                                                                       

17 This Guaranty shall be governed by and construed in accordance with the laws 
of the State of California, and in a case involving diversity of citizenship,   
shall be litigated in and subject to the jurisdiction of the Courts of          
California.                                                                     

18 . Every provision of this Guaranty is intended to be severable. In the event 
any term or provision hereof is declared to be illegal or invalid for any reason
whatsoever by a court of competent jurisdiction, such illegality or invalidity  
shall not affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable.                                

19. This Guaranty may be executed in any number of counterparts each of which   
shall be deemed an original and all of which shall constitute one and the same  
Guaranty with the same effect as if all parties had signed the same signature   
page. Any signature page of this Guaranty may be detached from any counterpart  
of this Guaranty and re-attached to any other counterpart of this Guaranty      
identical in form hereto but having attached to it one or more additional       
signature pages.                                                                

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20. No failure or delay on the part of Landlord to exercise any power, right or 
privilege under this Guaranty shall impair any such power, right or privilege,  
or be construed to be a waiver of any default or any acquiescence therein, nor  
shall any single or partial exercise of such power, right or privilege preclude 
other or further exercise thereof or of any other right, power or privilege.    

21. This Guaranty shall constitute the entire agreement between each Guarantor  
and the Landlord with respect to the subject matter hereof. No provision of this
Guaranty or right of Landlord hereunder may be waived nor may Guarantor be      
released from any obligation hereunder except by a writing duly executed by an  
authorized officer, director or trustee of Landlord.                            

22. The liability of Guarantor and all rights, powers and remedies of Landlord  
hereunder and under any other agreement now or at any time hereafter in force   
between Landlord and Guarantor relating to the Lease shall be cumulative and not
alternative and such rights, powers and remedies shall be in addition to all    
rights, powers and remedies given to Landlord by law.                           

IN WITNESS WHEREOF, Guarantor has executed this Guard day and year first above  
written                                                                         

CHRISTIAN J. KNOX                                                               
Social Security No. 004-42-4573                                                 

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LEASE AGREEMENT 

BETWEEN 

WEST COAST REALTY INVESTORS, INC.,
a Delaware corporation

and 

CHRISTIAN J. KNOX & ASSOCIATES, INC., 
a California corporation
dba Applebee's Neighborhood Grill & Bar 

TABLE OF CONTENTS FOR 
LEASE AGREEMENT 

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ARTICLE AND TITLE                                                               
I. ASSIGNMENT AND SUBLETTING ---------------------------- 2                     
II. USE ------------------------------------------------- 4                     
III. FIXED MINIMUM RENT; ADDITIONAL CHARGES-------------- 6                     
IV. CONDITION - TENANTS WARRANTIES----------------------- 8                     
V. UTILITIES--------------------------------------------  9                     
VI. SIGNS AND ADVERTISING------------------------------- 10                     
VII. CONSTRUCTION, ALTERATION, DAMAGE AND                                       
DESTRUCTION, AND RESTORATION---------------------------- 10                     
VIII. MECHANICS' AND MATERIALMEN'S LIEN----------------- 11                     
IX. MAINTENANCE OF PREMISES----------------------------- 12                     
X. INSURANCE-------------------------------------------- 13                     
XI. EMINENT DOMAIN ------------------------------------- 16                     
XII. REAL ESTATE TAXES, SPECIAL ASSESSMENTS                                     
AND USE TAXES------------------------------------------- 16                     
XIII. NET LEASE EXPENSES-------------------------------- 17                     
XIV. DEFAULT OR DESERTION BY TENANT--------------------- 18                     
XV. DEFAULT OF LANDLORD--------------------------------- 21                     
XVI. INSOLVENCY OF TENANT------------------------------- 21                     
XVII. NO OBSTRUCTION OF VISIBILITY --------------------- 21                     
XVIII. PROPERTY LEFT ON PREMISES------------------------ 22                     
XIX. TENANT'S PROPERTY---------------------------------- 22                     
XX. SURRENDER OF PREMISES------------------------------- 23                     
XXI. NOTICES-------------------------------------------  23                     

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ARTICLE AND TITLE                                                               
XXII.  RENTAL CHECKS ----------------------------------- 24                     
XXIII. WAIVERS ----------------------------------------- 25                     
XXIV. RIGHTS AND REMEDIES------------------------------- 25                     
XXV. MONTH to MONTH------------------------------------- 25                     
XXVI. RIGHT OF ENTRY------------------------------------ 25                     
XXVII. SUBORDINATION TO MORTGAGE LIEN------------------- 25                     
XXVIII. TENANT'S AND LANDLORD'S REPRESENTATIONS                                 
AND INDEMNITIES----------------------------------------- 26                     
XXIX. PARTIAL INVALIDITY-------------------------------- 30                     
XXX. GOVERNING LAW-------------------------------------- 30                     
XXXI. CONSTRUCTION OF LEASE----------------------------- 31                     
XXXII. NO PARTNERSHIP----------------------------------- 31                     
XXXIII. NO ACCORD AND SATISFACTION---------------------- 31                     
XXXIV. "AS IS"------------------------------------------ 31                     
XXXV. GUARANTY OF LEASE--------------------------------- 32                     
XXXVI. BROKERS------------------------------------------ 32                     
XXXVII. MEMORANDUM OF LEASE----------------------------- 32                     
XXXVIII. ATTORNEYS' FEES-------------------------------- 32                     
XXXIX. OPTION TO EXTEND--------------------------------- 33                     
XXXX. LEASEHOLD FINANCING------------------------------- 33                     
XXXXI. ESTOPPEL CERTIFICATE----------------------------- 38                     
XXXXII. FINANCIAL INFORMATION REQUIREMENTS ------------- 39                     

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EXHIBITS                                                                        
EXHIBIT A: LEGAL DESCRIPTION                                                    
EXHIBIT A-1: SITE PLAN OF THE CENTER                                            
EXHIBIT B: PERMITTED EXCEPTIONS                                                 
EXHIBIT C: IMPROVEMENT PLANS                                                    
EXHIBIT D: COMMON AREA MAINTENANCE AGREEMENT                                    
EXHIBIT E: MEMORANDUM OF LEASE                                                  

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LEASE AGREEMENT 

THIS LEASE AGREEMENT ("Lease"), made and entered as of November 26, 1997, by and
between WEST COAST REALTY INVESTORS, INC., a Delaware corporation (hereinafter  
referred to as ("Landlord"), and CHRISTIAN J. KNOX & ASSOCIATES, INC., a        
California corporation, dba Applebee's Neighborhood Grill & Bar (hereinafter    
referred to as ("Tenant").                                                      

WITNESSETH: 

Landlord, by these presents, does demise, lease and let unto Tenant             
approximately 41,537 square feet of land and improvements located at 6700       
Stanford Ranch Road, City of Roseville, County of Placer, State of California,  
the exact legal description of which is set forth on Exhibit A hereto and       
incorporated herein by reference, (hereinafter referred to as the "Demised      
Premises"), subject to the "Permitted Exceptions" as defined in Exhibit B       
attached hereto and incorporated herein by reference (hereinafter "Permitted    
Exceptions"). The Demised Premises and the adjoining land bounded by Five Star  
Boulevard to the South and Stanford Ranch Road to the East, as depicted on the  
site plan attached hereto as Exhibit A-1 and incorporated herein by reference,  
is hereinafter referred to as the "Center".                                     

TO HAVE AND TO HOLD the Demised Premises unto Tenant for a term of twenty (20)  
years from and including the commencement date as hereinafter defined. The      
commencement date shall be the date which is not less than ten (10) days nor    
more than thirty (30) days after the occurrence of both (a) "Completion of the  
Building" and (b) occupancy of the "Building" by Tenant, as those terms are     
defined in the AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS     
dated July 8, 1997 between Tenant as "Seller" and Landlord as "Buyer", which    
terms as defined therein are incorporated herein by reference. This Lease shall 
be effective for all purposes, except the commencement of rent, as of the date  
first written above.                                                            

IN CONSIDERATION THEREOF, Landlord and Tenant covenant and agree as follows:    

Initial by Landlord                                       Initial by Tenant     

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ARTICLE I. ASSIGNMENT AND SUBLETTING. 

Tenant shall have no right to assign or sublet the Demised Premises without the 
prior written consent of Landlord, which consent may be withheld in Landlord's  
sole and reasonable discretion, and if granted may be subject to such conditions
as Landlord in its sole and reasonable discretion may impose, including, without
limitation, the requirement that such assignee or sublessee have a net worth of 
not less than the minimum net worth requirement of Tenant's franchiser,         
Applebee's International, Inc. On the date of this Lease or Three Million       
Dollars ($3,000,000.00), whichever is greater.                                  

Consent by Landlord to any assignment or subletting shall not in any way be     
construed to relieve Tenant from obtaining the express consent in writing of    
Landlord to any further assignment or subletting, nor shall any such assignment 
or subletting relieve Tenant from liability for the payment of rentals or the   
performance of any condition or covenant of this Lease.                         

Notwithstanding the provisions of the foregoing paragraphs, Tenant shall have   
the right to assign this Lease or sublease the entire Demised Premises, without 
the consent of Landlord, so long as Tenant is in compliance with its obligations
hereunder and has paid all rentals due to the date thereof, (i) to the parent   
corporation of Tenant, or (ii) to any wholly-owned subsidiary of Tenant or      
Tenant's parent corporation, or (iii) to any corporation succeeding to all of   
the assets of Tenant as a result of consolidation or merger, or (iv) to a       
corporation to which substantially all of the assets of Tenant are sold, or (v) 
to any person or entity controlled by, under common control with or controlling 
Tenant, or (vi) to any entity that will operate an Applebee's restaurant on the 
Demised Premises pursuant to a license or franchise from Applebee's             
International Inc.; provided that Landlord, in Landlord's reasonable discretion,
has approved the business qualifications and financial capability of such       
successor. As used in this Paragraph, "control" means the right to exercise by  
contract or otherwise more than fifty percent (50%) of the voting interests of  
such entity.                                                                    

Notwithstanding any other provision of this Lease to the contrary, Tenant may   
assign this Lease to its franchiser Applebee's International, Inc.(sometimes    
referred to as "Franchisor"), whether Tenant is in compliance with or in default
under this Lease, provided that Tenant gives Landlord at least thirty (30) days'
written notice of its intent to assign this Lease to its Franchisor. Franchisor 
shall become the Tenant hereunder upon its written acceptance Of said assignment
and shall be responsible and                                                    

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obligated hereunder for any obligations and performance only from the date of   
said assignment to the end of the term (as the same may be extended hereunder)  
and not for any past-due rents or charges, or for any assignment fee or other   
expense related to the assignment. In addition, Franchisor may assign this Lease
to a new franchisee, and thereafter said franchisee shall become the tenant     
hereunder, so long as said franchisee meets the qualifications of franchisees of
Franchisor generally, including its standard financial qualifications. If in    
order to meet said financial qualifications, Franchisor has received the        
personal guaranty of the principal shareholders of said franchisee, Landlord    
shall approve the assignment to such new franchisee only so long as the same    
principal shareholders agree to guarantee the performance of the new franchisee 
as to the terms of this Lease. In the event of a default by Tenant under the    
terms of this Lease, Landlord shall give Franchisor not less than thirty (30)   
days' written notice thereof prior to initiating any action to foreclose upon or
retake possession of said Lease Premises.                                       

No assignment or sublease shall operate to release Tenant from its obligations  
hereunder, without the written consent of Landlord.                             

Tenant shall pay Landlord's costs and expenses, including attorneys' fees       
incurred in connection with any request by Tenant to assign or sublet.          

In addition to the foregoing, Tenant may assign this Lease, without the consent 
of Landlord to any Leasehold Mortgagee, as defined in and subject to the        
provisions of Article XXXX, provided that no such assignment shall operate to   
create a lien or encumbrance on Landlord's interest and the rents therefrom,    
separate from Tenant's leasehold estate. Nothing in this Lease shall be         
construed to require Landlord to subordinate or otherwise subject its fee       
interest in the Demised Premises, or the rents therefrom, to the lien of any    
Leasehold Mortgagee. Tenant shall notify Landlord of any such collateral        
assignment.                                                                     

In addition to the foregoing, Tenant may assign this Lease, without the consent 
of Landlord to any Limited Partnership of which Tenant is the General Partner or
to any Limited Liability Company of which the Tenant is the                     
Operating Manager.                                                              

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ARTIICLE II. USE. 

Tenant agrees that the Demised Premises shal1 be used as an Applebee's          
Neighborhood Grill & Bar Restaurant, open for lunch and dinner and serving food 
and wine and beer, or alcoholic beverages including wine and beer, and for no   
other use without the prior consent of Landlord, which consent may be given or  
withheld in Landlord's sole and absolute discretion. In the event that Tenant's 
Franchise Agreement with Franchisor is terminated by Franchisor, thus preventing
the operation of an Applebee's restaurant at the Demised Premises, Tenant shall 
continue to operate the Demised Premises as a sit-down, non-fast food restaurant
where food and alcohol are served from a menu which shall be comparable to an   
Applebee's restaurant as such restaurants are operated as of the date of this   
Lease, subject to Landlord's prior approval thereof, which shall not be         
unreasonably withheld or delayed ("Comparable Restaurant") such as, for example,
TGIF Fridays, Chevy's, Chili's, Outback Steakhouse and Claim Jumper. The Demised
Premises shall be used and occupied in a careful and proper manner, and no waste
will be committed or permitted upon or damage done to the Demised Premises.     

Tenant agrees that it will not conduct, nor permit to be conducted, on the      
Demised Premises any business or commitment or permit any act which is or may be
contrary to or in violation of any law or any ordinance of the city, county and 
state in which the Demised Premises are located.                                

Tenant further agrees at its own expense to comply with all governmental laws,  
rules and regulations and all covenants, conditions, restrictions, easements,   
development agreements and other encumbrances including the Permitted           
Exceptions, now or hereafter affecting the Demised Premises, (collectively,     
"Encumbrances") and/or applicable to the use, development or operation of the   
Demised Premises, including, without limitation, all Environmental Laws, and    
including making all repairs, capital improvements, alterations and structural  
changes required by law and/or such Encumbrances and payment of all fees and    
assessments, and charges which may be imposed thereby. As used in this Lease,   
"Environmental Laws" means any federal, state, or local law, regulation,        
guideline, code or ordinance applicable to environmental quality or human       
health, or to the use, generation, handling, storage, treatment, transport,     
decontamination, clean-up, removal, encapsulation, enclosure, abatement or      
disposal of any substance classified as toxic or hazardous or by similar terms, 
including, without limitation, petroleum products. Tenant agrees to indemnify,  
protect, defend and hold Landlord harmless from any claims arising out of the   
violation by Tenant or Tenant's agents,                                         

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employees, contractors or invitees of, any law, rule or regulation, including   
any Environmental Law, and/or any such Encumbrances with regard to the Demised  
Premises.                                                                       

Tenant agrees to continuously and uninterruptedly operate one hundred percent   
(100%) of the Demised Premises during the "Minimum Hours," as defined below, as 
an Applebee's Restaurant (or a Comparable Restaurant, if applicable, as         
described above), during the entire term unless prevented from doing so because 
of fire, accident or act of God. Tenant shall conduct its business at all times 
in a first-class and reputable manner, maintaining at all times a full staff of 
employees and a full and complete stock of merchandise and adequate equipment,  
fixtures and personal property.                                                 

"Minimum Hours" means 11:00 a.m. to midnight Monday through Thursday, 11:00 a.m.
to 2:00 a.m. Friday and Saturday, and 10:00 a.m. to midnight Sunday, or such    
comparable alternate hours as may be required by Franchisor.                    

No auction, liquidation, going-out-of-business, fire or bankruptcy sales may be 
conducted in the Demised Premises. Tenant agrees that it will conduct its       
business in the Demised Premises under the trade name "Applebee's Neighborhood  
Grill & Bar" (or under such other trade name for a Comparable Restaurant as     
shall be approved by Landlord, if applicable, as described above) in a lawful   
manner and in good faith, and will not do any act tending to injure the         
reputation of the Center as reasonably determined by Landlord. Notwithstanding  
any provision in this Lease requiring the continuous operation of Tenant's      
business by Tenant, Landlord hereby agrees that Tenant may close its business   
for the sole purpose or remodeling, repairing and enhancing the Demised Premises
for a sixty (60) day period from time to time during the term of this Lease, and
for any additional time periods that may be required by Franchisor pursuant to  
national, regional or California remodeling requirements, subject to the        
limitations in Article VII. Tenant shall tender to Landlord written notice of   
its intent to close its business at least sixty (60) days prior to the date of  
commencement of any such repair, remodeling or enhancement work.                

During such period, rent, and all other monetary obligations shall not abate,   
and Tenant shall remain obligated to perform all other provisions of this Lease.

Tenant hereby represents and warrants to Landlord that Tenant is the assignee   
franchisee under that certain Franchise Agreement, dated August 18, 1997 (the   
"Franchise Agreement"), between Apple By The Bay, Inc. and Applebee's           
International, Inc., allowing the franchisee or assignee franchisee thereunder  
to use the tradenames, styles, methods of operation and so forth, and to provide
the services and distribute the products described therein.                     

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ARTICLE III. FIXED MINIMUM RENT; ADDITIONAL CHARGES.

3.1 Tenant shall pay to Landlord during the term of this Lease the fixed minimum
annual rental ("Fixed Minimum Rent") as set forth in the following schedule:    

Commencement Date through September 30, 2002    $172,000                        
October 1, 2002 through September 30, 2007      $193,500                        
October 1, 2007 through September 30, 2012      $217,687                        
October 1, 2012 through September 30, 2017      $244,898                        

First Extension Term:                                                           
October 1, 2017 through September 30, 2022      $275,511                        

Second Extension Term:                                                          
October 1, 2022 through September 30, 2027      $309,950                        

Fixed Minimum Rent shall be payable by Tenant in equal consecutive monthly      
installments on or before the first day of each month, in advance, at the       
address specified for Landlord in Article XXI, or at such other place as        
Landlord shall designate, without any prior demand therefore and without any    
deduction or set off whatsoever. If the commencement date occurs on a day other 
than the first day of a calendar month, or the expiration date occurs on a day  
other than the last day of a calendar month, then the rental for such fractional
month will be prorated on the basis of a thirty (30) day month.                 

3.2 Security Deposit. Tenant shall deposit with Landlord upon execution hereof a
Security Deposit in the sum of $14,333.33 as security for Tenant's faithful     
performance of its obligations under this Lease. If Tenant fails to pay the     
Fixed Minimum Rent, or otherwise defaults under this Lease, Landlord may use,   
apply, or retain all or any portion of said Security Deposit for the payment of 
any amount due Landlord or to reimburse or compensate Landlord for any          
liability, expense, loss or damage which Landlord may suffer or incur by reason 
thereof. If Landlord uses or applies all or any portion of said Security        
Deposit, Tenant shall within ten (10) days after written request therefor       
deposit moneys with Landlord sufficient to restore said Security Deposit to the 
full amount required by this Lease. If the fixed Minimum Rent increases during  
the term of this Lease, Tenant shall, upon written request from Landlord,       
deposit additional moneys with Landlord so that the total amount of the Security
Deposit shall at all times bear the same proportion to the increased Fixed      
Minimum Rent as the initial Security Deposit bore to the initial Fixed Minimum  
Rent. Should the Lease be assigned or sub-let, Landlord shall have the right to 
increase the Security Deposit to the extent necessary, in                       

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Landlord's reasonable judgment, to account for any increased risk that the      
Landlord may suffer as a result thereof, provided however, this provision for   
increasing the security deposit shall not be applicable to Applebee's           
International, Inc. if the Lease is assigned to Applebee's International, Inc.  
In other words, Franchisor shall not be required to pay a security deposit of   
any amount if this Lease is assigned to Franchisor. If a change in control of   
Tenant occurs during this Lease and following such change the financial         
condition of Tenant is, in Landlord's reasonable judgment, significantly        
reduced, Tenant shall deposit such additional moneys with Landlord as shall be  
sufficient to cause the Security Deposit to be at a commercially reasonable     
level based on said change in financial condition. Landlord shall not be        
required to keep the Security Deposit separate from its general accounts. Within
fourteen (14) days after the expiration or termination of this Lease, if        
Landlord elects to apply the Security Deposit only to unpaid Rent, and otherwise
within thirty (30) days after the Premises have been vacated pursuant to ARTICLE
XX. SURRENDER OF PREMISES below, Landlord shall return that portion of the      
Security Deposit not used or applied by Landlord. No part of the Security       
Deposit shall be considered to be held in trust, to bear interest or to be      
prepayment for any moneys to be paid by Tenant under this Lease.                

3.3 Late Charges. Tenant hereby acknowledges that late payment by Tenant of rent
will cause Landlord to incur costs not contemplated by this Lease, the exact    
amount of which will be extremely difficult to ascertain. Such costs include,   
but are not limited to, processing and accounting charges, and late charges     
which may be imposed upon Landlord by any lender. Accordingly, if any rent shall
not be received by Landlord within ten (10) days after such amount shall be due,
then, without any requirement for notice to Tenant, Tenant shall pay to Landlord
a one-time late charge equal to ten percent (10%) of each such overdue amount.  
The parties hereby agree that such amount represents a fair and reasonable      
estimate of the costs Landlord will incur by reason of such late payment.       
Acceptance of such late charge by Landlord shall in no event constitute a waiver
of Tenant's default or breach with respect to such overdue amount, nor prevent  
the exercise of any of the other rights and remedies granted hereunder. In the  
event a late charge is payable hereunder, whether or not collected, for three   
(3) consecutive installments of Fixed Minimum Rent, then notwithstanding any    
provision of this Lease to the contrary, the Fixed Minimum Rent shall at        
Landlord's option become due and payable quarterly in advance.                  

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3.4 Tenant shall pay to Landlord all charges and other amounts required under   
this Lease as additional rent (herein called "additional rent"). All such       
additional rent will be payable to Landlord at the place where the Fixed Minimum
Rent is payable. Landlord will have the same remedies for a default in the      
payment of any additional rent as for a default in the payment of rent.         

ARTICLE IV. CONDITION - TENANTS WARRANTIES

4.1 Condition to Tenant's Obligations.                                          

Tenant's obligations hereunder and the effectiveness of this Lease shall be     
expressly conditioned upon the approval of the terms of this Lease by Applebee's
International, Inc., on or before December 1, 1997 (the "Contingency Period").  

4.2 Tenant's Warranties.                                                        

Tenant represents, warrants, and covenants as follows:                          

A. Tenant shall erect and operate upon the Demised Premises, upon proper        
application to, and approvals from, Landlord and the appropriate governmental   
authorities, the improvements for the use hereinbefore provided as described in 
Article VII, below. Said applications and approvals shall include, but shall not
be limited to: (i) authority to construct an Applebee's restaurant upon the     
Demised Premises of the approximate size of five thousand five hundred (5,500)  
square feet, (ii) authority to construct, the aforesaid restaurant facility and 
any other improvements needed therefor or incident thereto with building or     
construction materials, in the design color and shape similarly used for other  
prototype freestanding Applebee's restaurants, (iii) authority to affix to the  
restaurant building such signage, awnings, exterior decor and television        
reception antenna and/or disc as it deems necessary for the operation of the    
restaurant, (iv) zoning and subdivision necessary to construct said restaurant  
as stated above, including the authority and zoning to construct parking,       
install landscaping and obtain the ingress and egress access to adjoining public
thoroughfares, which in the opinion of Tenant is sufficient for its intended    
use, (v) authority to conduct Tenant's use in accordance with Tenant's standard 
operating procedures, and (vi) authority to place advertising signs in          
accordance with Article VI.                                                     

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B. Tenant shall, at its expense, obtain prior to opening for business, and      
maintain throughout the term of this Lease, a license/permit for the sale of    
beer, wine and alcoholic beverages at the restaurant to be located upon the     
Demised Premises.                                                               

C. Tenant shall, at its expense, cause all utilities, including without         
limitation, electric, water, gas and sewer, to be available to the Demised      
Premises in a size and capacity to serve the intended use of the Demised        
Premises.                                                                       

D. Tenant shall, in conducting Tenant's use, not violate the terms of any       
easement, agreement or any covenants, conditions or restrictions affecting the  
Demised Premises.                                                               

E. Landlord has made no representation or warranty as to the compliance of the  
Demised Premises with the requirements of the Americans with Disabilities Act   
("ADA") or any other applicable laws. Tenant shall be responsible for continuing
compliance of the Demised Premises with ADA requirements or any other applicable
laws, including (without limitation) any such compliance arising from the       
existence, construction, installation or modifications of additions,            
alterations, changes or improvements within the Demised Premises.               

ARTICLE V. UTILITIES. 

It is understood and agreed that at all times during the term of this Lease and 
any extensions thereof, if any, Tenant shall pay all service charges for water, 
telephone, electricity and heat, or any other utility charge that may accrue by 
reason of the occupancy of the Demised Premises by Tenant, and Tenant shall not 
at any time permit any lien or claim to be filed against said Demised Premises  
or any part thereof on account of any expenses or charges for said utilities.   
The parties agree that Tenant's obligations under this Article V, shall include 
the payment of all utility charges that are incurred during the period that     
Tenant is constructing or modifying improvements on the Demised Premises.       

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ARTICLE VI. SIGNS AND ADVERTISING.

Tenant is hereby granted the privilege of erecting signs in good taste on the   
Demised Premises, which conform with the provisions of all sign programs, if    
any, applicable to the Center and which otherwise comply with all applicable    
federal, state or local laws, rules, regulations or ordinances and CC & R's or  
other recorded instruments affecting the Demised Premises. Any and all signage  
installed by Tenant on the Demised Premises shall conform to and be consistent  
with the existing signage of the Center and must be approved in writing by      
Landlord prior to installation. All such signs shall advertise the Tenant's     
business, and no revenue producing signs shall be permitted on the Demised      
Premises. Tenant shall remove al' signs at the termination of this Lease and    
shall repair any damage to the Demised Premises caused by such signs at its sole
cost and expense.                                                               

ARTICLE VII. CONSTRUCTION, ALTERATION, DAMAGE AND 
DESTRUCTION, AND RESTORATION. 

Tenant represents and warrants to Landlord that Tenant has constructed upon the 
Demised Premises a standard Applebee's Neighborhood Grill & Bar restaurant      
building of approximately 5,500 square feet in accordance with Exhibit C        
attached hereto and incorporated herein by reference.                           

Landlord shall not have the right to make additions, alterations, changes and   
improvements in and to any building or other improvements constructed by Tenant 
on the Demised Premises without Tenant's prior written consent.                 

Tenant shall not have the right to make additions, alterations or changes to the
Demised Premises, or improvements in and to any building or other improvements  
constructed by Tenant in or on the Demised Premises without Landlord's prior    
written consent, unless such additions, alterations, changes and improvements   
are non structural, do not affect the use of the Demised Premises required under
Article II of this Lease and are required by Applebee's International, Inc.     

All work required or desired to be done by Tenant pursuant to this Article and  
Article 4.2 shall be done at its sole cost and expense, including, without      
limitation, utility hook-up fees, sewer and water connections and building and  
all other permit fees, and in strict compliance with all building laws,         
ordinances and regulations applicable thereto. Landlord agrees to cooperate with
Tenant, if necessary, for the purpose of securing such                          

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building or other permits which may be required from time to time for any such  
work, but without expense to Landlord.                                          

Tenant shall have the right, upon notice to Landlord given at least sixty (60)  
days in advance, to close the restaurant from time to time for a period of      
forty-five (45) to sixty (60) days for purposes of completing a major remodeling
requited by Applebee's International, Inc. in connection with a National,       
Regional or California remodeling program.                                      

In the event of any damage or destruction to the Demised Premises during the    
term of this Lease by fire or other casualty, Tenant shall have no right to     
terminate this Lease and shall continue to pay rent due under this Lease (Tenant
waives its right under California Civil Code Section 1932(2) and 1933(4)) and   
will (i) rebuild such improvements in the same or a modified form and size, or  
(ii) construct other improvements upon the Demised Premises consistent with the 
use of the Demised Premises permitted in this Lease and subject to Landlord's   
prior approval. Provided, however, that if for any reason Tenant fails to       
rebuild the improvements located on the Demised Premises within one year after  
the occurrence of such casualty, Landlord shall have the right, in addition to  
its other remedies, to terminate this Lease by notice in writing given to Tenant
within thirty (30) days after the expiration of such one year period. Tenant    
shall promptly rebuild the restaurant improvements at Tenant's sole cost and    
expense whether or not there are available insurance proceeds.                  

ARTICLE VIII . MECHANICS' AND MATERIALMEN' S LIEN.

Tenant shall not do or suffer anything to be done whereby the Demised Premises  
or any part thereof may be encumbered by any mechanics' or materialmens'        
statutory lien and if, whenever and as often as any mechanics' or materialmen's 
lien is filed against said Demised Premises, or any part thereof, purporting to 
be for or on account of any labor or materials or service furnished in          
connection with any work in, on, or about the Demised Premises done by, for, or 
under the authority of Tenant or anyone claiming by, through or under Tenant,   
Tenant shall promptly procure and record a satisfaction and release of the same.
Prior to commencement of any repair or improvement to the Demised Premises,     
Tenant shall provide Landlord such items as payment and performance bonds       
binding Tenant's contractor or such other security as Landlord may approve.     

Tenant shall have the right to contest any such mechanics' or materialmens' lien
or other lien claim filed against the Demised Premises, or any part thereof, if 
Tenant (i) notifies                                                             

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Landlord in writing of its intention so to do, (ii) diligently prosecutes any   
such contest, (iii) at all times effectively stays or prevents any judicial sale
of the Demised Premises under execution or otherwise, (iv) posts with a court of
competent jurisdiction for the county in which the Demised Premises are located,
any applicable statutory bond , (v) pays or otherwise satisfies any final       
judgment adjudicating or enforcing such contested mechanics' materialmen's or   
other lien, and (vi) thereafter promptly procures and records a satisfaction and
release thereof. Notwithstanding anything contained herein to the contrary,     
Tenant shall not have the right to bind Landlord with respect to any work done  
or materials supplied regarding the Demised Premises, and any lien filed or     
attempted to be filed shall apply solely against Tenant's right to lease the    
Demised Premises.                                                               

ARTICLE IX. MAINTENANCE OF PREMISES.

Landlord shall not have any responsibility for the maintenance or repair of the 
Demised Premises. Tenant shall, solely at Tenant's own expense, make all        
necessary repairs and replacements to the Demised Premises including, without   
limitation, all buildings and improvements thereon and all utilities servicing  
the Demised Premises (i.e., telephone, water, gas, steam heat, electric, sewers,
storm and sanitary, and other utilities whatsoever). Such repairs and           
replacements to the Demised Premises and improvements thereon and utilities     
serving the Demised Premises, ordinary as well as extraordinary and structural  
as well as non-structural, shall be promptly made and shall be made in full and 
strict compliance with this Lease. All repairs and replacements shall be in     
quality and class at least equal to the original work. On default of the Tenant 
in making such repairs or replacements, or if Tenant is not maintaining the     
Premises in a first class manner Landlord may, but shall not be required to,    
make such repairs and replacements on, or maintain, Tenant's account and the    
expense thereof shall constitute and be collectible as additional rent. The     
Demised Premises shall otherwise be maintained in (i) a first-class condition   
and (ii) in a manner comparable to the condition in which business at the Center
are being maintained as of the date of this Lease.                              

Tenant shall, at Tenant's sole cost and expense, promptly comply with all       
statutes, ordinances, rules, orders, regulations and requirements of all county,
municipal, state, federal or other applicable governmental authorities now in   
force, or which may hereafter be in force, pertaining to the Demised Premises   
and its use. Tenant shall, at Tenant's sole cost and expense, also comply with  
all rules, orders and regulations of the Board of Fire Underwriters or any      
similar body in lieu thereof for the prevention                                 

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of fire. Tenant shall be responsible for its pro rata share of all common area  
costs for the Center and all other costs and charges imposed upon the Demised   
Premises, pursuant to the terms of Article XIII of this Lease.                  

Notwithstanding the foregoing, if Landlord elects to make repairs and           
replacements as provided above in this ARTICLE IX. MAINTENANCE OF PREMISES, or  
if Tenant fails to comply with Tenant's obligations set forth in this ARTICLE X.
INSURANCE, ARTICLE XII. REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND USE TAXES, or
ARTICLE XIII. NET LEASE EXPENSES, and Landlord becomes responsible for the      
payment of any costs for which Tenant is responsible as a result of Tenant's    
failure to perform such obligations, or if OPUS SOUTHWEST CORPORATION ("Opus")  
terminates the COMMON AREA MAINTENANCE AGREEMENT ("CAMA") and no one, including 
Tenant, performs the duties and obligations otherwise required to be performed  
by Opus and Landlord performs and/or pays for the performance of duties and     
obligations otherwise required by Opus in order to protect Landlord's interest  
in the Demised Premises, then Landlord shall be entitled to recover from Tenant,
as additional rent, all such costs and expenses reasonably incurred by Landlord 
together with a sum equal to the ten percent (10%) of the payments made by      
Landlord as consideration for management, administrative and bookkeeping        
expenses expended by Landlord in connection with such payments made by Landlord.

ARTICLE X. INSURANCE. 

Tenant shall, solely at Tenant's expense, obtain and keep in force during the   
term of this Lease a policy of commercial general liability insurance insuring  
Tenant, Landlord and any mortgagee of Landlord, against any liability arising   
out of the ownership, use, occupancy or maintenance of the Demised Premises and 
all areas appurtenant thereto. Such insurance shall be in the amount of not less
than Two Million Dollars ($2,000,000) for injury or death of one person in any  
one accident or occurrence and in the amount of not less than Five Million      
Dollars ($5,000,000) for injury or death of more than one person in any one     
accident or occurrence. Such insurance shall further insure Tenant, Landlord and
any mortgagee of Landlord against liability for property damage of at least Two 
Hundred Fifty Thousand Dollars ($250,000). The limit of any such insurance shall
not, however, limit the liability of Tenant hereunder. Tenant may provide this  
insurance under a blanket policy, provided that said insurance shall have a     
protective liability endorsement for Landlord and its mortgagee, if any,        
attached thereto and provided that coverage for Tenant's obligations is         
available to the same extent and in the same amounts required hereunder. If     
Tenant shall fail to procure and maintain                                       

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said insurance, Landlord may, but shall not be required to, procure and maintain
same, but at the expense of Tenant. The insurance required hereunder shall be in
companies rated A:XII or better in "Best's Key Rating Guide." Tenant shall      
deliver to Landlord, prior to its right of entry, copies of policies of         
liability insurance required herein or certificates evidencing the existence and
amounts of such insurance with loss payable clauses satisfactory to Landlord. No
policy shall be canceled or subject to reduction of coverage. All such policies 
shall be written as primary policies not contributing with and not in excess of 
coverage which Landlord may carry. Landlord shall have the right to require     
Tenant to increase the amount of coverage at five (5) year intervals beginning  
with the expiration of the third year of the term, provided that such required  
coverage shall not exceed commercially reasonable amounts for similar operations
in the vicinity of the Demised Premises.                                        

During the term of this Lease, Tenant shall, at its own expense, procure a      
policy or policies of insurance insuring the Demised Premises against the perils
insured against by the standard fire and extended coverage insurance, including 
glass breakage, vandalism and signage coverage, in use in the state in which the
Demised Premises are located in an amount equal to one hundred percent (100%) of
the replacement value of the improvements on the Demised Premises, exclusive of 
foundations and excavations, as such value may be or appear from time to time.  
Tenant shall, at its own cost and expense, procure a policy of insurance        
providing coverage for twelve (12) months rental and business interruption. Said
insurance policies obtained by Tenant shall contain loss payable clauses        
providing that all proceeds therefrom shall be paid to Tenant and/or Leasehold  
Tenant's Mortgagee. The standard fire and extended coverage insurance policy or 
certificate thereof shall be delivered to Landlord together with proof of       
payment of premium therefor. During the term of this Lease, Tenant shall deliver
to Landlord renewals of such insurance policies or a certificate thereof with   
proof of payment of premium at least thirty (30) days prior to the expiration   
date of such policy. Each of said insurance policies obtained by Tenant shall   
contain a provision that coverage shall not be canceled without thirty (30) days
prior written notice from the respective insurance company to Landlord. If the  
Landlord's Lender requires insurance to be paid by the Lender and impounded,    
Tenant agrees to reimburse Landlord for Tenant's obligations on a monthly basis 
or other periodic basis as directed by Lender upon notice by Landlord to Tenant 
of reasonable proof of payment thereof.                                         

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Additionally, if required by any Lender of Landlord as a condition to making a  
loan secured by a mortgage or deed of trust encumbering the Demised Premises,   
Tenant, at Tenant's sole cost and expense, shall obtain and keep in force during
the term of this Lease a policy of flood and earthquake insurance insuring the  
respective interests of Tenant' Landlord and such Lender in the Demised         
Premises. Provided, however, Tenant's liability for payment of the premium      
corresponding to such earthquake and flood coverage shall be limited to Five    
Thousand Dollars ($5,000.00) per coverage year.                                 

Notwithstanding the foregoing with regard to standard fire, earthquake, flood   
and extended coverage insurance, Tenant agrees to provide Landlord and any      
mortgagee of Landlord, that requires such certificate as a condition to making a
loan to Landlord, with Certificates of Insurance naming Landlord and any        
mortgagee of Landlord as Additional Insureds under said insurance policies as   
their interests may appear. Further, Tenant agrees to provide a Loss Payable    
Endorsement to said insurance policies to any mortgagee of Landlord, that       
requires such endorsement as a condition to making a loan to Landlord and/or    
increase the amount of said insurance if required by any mortgagee of Landlord, 
or otherwise comply with the requirements of any mortgagee of Landlord in       
connection with said insurance. Provided, however, all proceeds from fire and   
extended coverage insurance shall be paid to Tenant or made available to Tenant 
or Tenant's construction contractor through escrow for the purpose of, and shall
be used for, Tenant's reconstruction obligations under this Lease, subject to   
approval of said escrow procedure by the insurance company and/or any such      
mortgagee.                                                                      

Tenant hereby waives any right that it may have against Landlord on account of  
any loss or damage to the Demised Premises, any improvements thereon, and/or any
of Tenant's trade fixtures, equipment, inventory and personal property located  
therein or thereon, to the extent such loss or damage is insurable under the    
property damage insurance required to be carried by Tenant under this Lease. In 
addition, Tenant agrees to have its insurance companies Issuing property damage 
insurance waive any rights of subrogation that such company may have against    
Landlord.                                                                       

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ARTICLE XI. EMINENT DOMAIN. 

In the event any part of the Demised Premises shall be taken by any authority   
under the power of eminent domain, then the term of this Lease shall cease as to
the part so taken on the day that possession of that part shall be required for 
any public purpose, and the rent shall be paid to that day, and from that day   
the monthly rental herein reserved shall be reduced in proportion to the amount 
of the Demised Premises taken. Provided, however, that in the event less than   
the whole of the Demised Premises be so taken and by virtue of such taking the  
remaining portion of the Demised Premises, in the reasonable opinion of Tenant, 
shall in fact no longer be useful practicably for purposes for which the same   
had been used by or under the authority of Tenant, then, upon written notice to 
be given within sixty (60) days after such taking, Tenant shall have the option,
to cancel this Lease and declare the same null and void. The damages awarded as 
compensation for the diminution in value of the Landlord's interest, and any    
"bonus value" of this Lease, shall be awarded to Landlord. All awards made for  
Tenant's loss of business and loss to Tenant of its building or other property  
or its leasehold interest for the remainder of the term and any remaining       
extension term(s), or portion thereof shall belong to Tenant.                   

ARTICLE XII. REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND USE TAXES.

During the entire term of this Lease, Tenant agrees and covenants to fully pay  
and discharge all ad valorem, special assessments and any other taxes and       
assessments (including gross rentals and receipts taxes) levied, assessed or    
becoming due and payable against or applicable to this Lease, the Demised       
Premises or any part thereof and to pay any and all taxes or assessments        
applicable to or levied, assessed or payable by reason of Tenant's use or       
occupancy of the Demised Premises. During the first and last year of this Lease,
Tenant shall only be obligated to pay the prorated portion of the ad valorem    
taxes and special assessments based upon the portion of the tax year during     
which the term occurred. If the Landlord's lender requires such taxes and/or    
assessments corresponding to the Demised Premises to be paid by such Lender and 
impounded, Tenant agrees to reimburse Landlord for Tenant's obligations on a    
monthly basis or other periodic basis as directed by Lender upon notice by      
Landlord to Tenant of reasonable proof of the payment thereof.                  

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Tenant acknowledges that the Demised Premises are not currently separately      
assessed from the remainder of the Center for real estate tax purposes, and     
Tenant's obligation to pay for such taxes and assessments attributable and/or   
allocable to the Demised Premises shall not be affected by such fact. Tenant    
shall, however, at its sole cost and expense, cause the Demised Premises to be  
assessed as a separate tax parcel as soon as reasonably possible after the date 
hereof. Tenant shall at all times keep the Demised Premises free and clear of   
all liens, penalties, fines and interest resulting from any taxes and           
assessments assessed against or attributable to the Demised Premises or Tenant's
use thereof, including without limitation, the failure of Tenant to pay any such
taxes and assessments. Tenant shall indemnify, defend, protect and hold Landlord
and the Demised Premises harmless from and against any and all liens, claims,   
liabilities, damages, costs and expenses, including court costs and attorneys'  
fees, resulting from Tenant's breach of any of the foregoing provisions of this 
Article XII, which indemnification shall survive the expiration of early        
termination of this Lease.                                                      

ARTICLE XIII. NET LEASE EXPENSES

Tenant shall, throughout the term of the Lease, perform all of Christian J.     
Knox's obligations and pay its pro-rata share of all common area costs as set   
forth in the COMMON AREA MAINTENANCE AGREEMENT dated March 31, 1997, between    
Opus and CHRISTIAN J. KNOX, a copy of which is attached hereto as Exhibit D and 
incorporated herein by reference.                                               

Tenant acknowledges and agrees that this Lease is a "triple-net" lease and      
Tenant shall be responsible, at its sole cost and expense, for paying all costs,
expenses and charges which may be imposed or assessed against the Demised       
Premises in connection with the use, operation, maintenance, repair and         
occupancy thereof, including, without limitation, all taxes and assessments and 
insurance costs as set forth in Articles XI and X hereof, respectively, all     
common area costs assessed against the Demised Premises pursuant to the CAMA (as
described above) and all other costs and expenses that may be assessed or       
charged under any Encumbrances. In addition, Tenant covenants to perform all    
maintenance, construction, indemnification and other obligations(including      
making capital improvements), at its sole cost and expense, which are currently 
imposed or may in the future be imposed upon or be the responsibility of the    
Demised Premises or Landlord under the CAMA and/or the Encumbrances, including, 
without limitation, as a result of any failure of Opus or any other owner or    
occupant of the Center to perform any of its obligations                        

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thereunder. In addition, Tenant shall be responsible, at its sole cost and      
expense, for ensuring compliance with all covenants, conditions, restrictions   
and other Encumbrances affecting the Demised Premises including ensuring the    
availability of pedestrian and vehicular ingress and egress to and from the     
Demised Premises and parking for the Demised Premises as required or necessary  
for Tenant's operation of its restaurant on the Demised Premises.               

Tenant shall indemnify, defend, protect and hold Landlord and the Demised       
Premises harmless from any against any and all claims, damages, liabilities,    
losses, costs and expenses, including, without limitation, court costs and      
attorneys' fees, arising or resulting from Tenant's breach of the foregoing     
provisions of this Article XIII. Such indemnification shall survive the         
expiration or earlier termination of this Lease.                                

ARTICLE XIV. DEFAULT OR DESERTION BY TENANT.

In the event (i) default be made due to non-payment on the date due of any      
rents, or any item of additional rent, or any part thereof which default is not 
cured within ten (10) days after written notice thereof; or (ii)Tenant shall    
assign this Lease or sublet the Demised Premises, except as hereinabove provided
for; or (iii) default be made in the performance of any of the other terms,     
covenants and conditions in this Lease to be kept or performed by Tenant; or    
(iv) Tenant shall fail to comply with any of the statutes, ordinances, rules,   
orders, regulations and requirements of the federal, state and city governments,
or of any and all their departments and bureaus applicable to the Demised       
Premises or as hereafter established, as herein provided and if any default     
specified in clause (ii) through (iv) inclusive of this Article shall continue  
for a period of thirty (30) days after written notice and demand, unless Tenant,
in good faith, commences the curing of such default within said thirty (30) days
and cannot, with reasonable diligence, cure such default within said period, in 
which event Tenant shall have a reasonable time to do so provided, however,     
Tenant shall not have any such additional time beyond such 30-day period to cure
any failure by Tenant to perform Tenant's continuous operating covenants in     
Article II hereof; or (v) at any time there shall be filed by or against Tenant,
in any court of competent jurisdiction, a petition in bankruptcy or insolvency  
or for reorganization or for the appointment of a receiver or trustee of all or 
a portion of Tenant's property, or if Tenant makes an assignment for the benefit
of creditors or takes advantage of any insolvency act, and within thirty (30)   
days thereof Tenant fails to secure a discharge thereof, then, Tenant shall be  
in default under this Lease and in addition to all the rights and remedies      
available                                                                       

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to Landlord at law or in equity, Landlord shall have the following rights and   
remedies:                                                                       

(A) The rights and remedies provided by California Civil Code Section 1951.2,   
including, but not limited to terminate Tenant's right to possession of the     
Demised Premises and to recover the worth at the time of award of the amount by 
which the unpaid rent and all other charges payable by Tenant under this Lease  
for the balance of the term after the time of award, exceed the amount of rental
loss for the same period that the Tenant proves could be reasonably avoided, as 
computed pursuant to subsection (b) of said Section 1951.2.                     

(B) The rights and remedies provided by California Civil Code Section 1951.4,   
which allows Landlord to continue this lease in effect and to enforce all of its
rights and remedies under this Lease, including the right to recover rent as it 
becomes due, for so long as Landlord does not terminate Tenant's right to       
possession. Acts of maintenance or preservation, efforts to relet the Demised   
Premises or the appointment of a receiver upon Landlord's initiative to protect 
its interest under this Lease shall not constitute a termination of Tenant's    
right to possession. If Landlord exercises its rights under California Civil    
Code Section 1951.4, Landlord may from time to time sublet the Demised Premises 
or any part thereof for such term or terms (which may extend beyond the term)   
and at such rent and upon such other terms as Landlord in its sole discretion   
may deem advisable, with the right to make alterations and repairs to the       
Demised Premises. Upon each subletting, Tenant shall be immediately liable for  
payment to Landlord of, in addition to rent and all other charges payable by    
Tenant hereunder, the cost of such subletting and such alterations and repairs  
incurred by Landlord and the amount, if any, by which the rent and all other    
charges payable by Tenant hereunder for the period of such subletting (to the   
extent such period does not exceed the term) exceed the amount to be paid as    
rent and all other charges payable by Tenant for the Demised Premises for such  
period pursuant to such subletting. No taking possession of the Demised Premises
by Landlord shall be construed as an election on Landlord's part to terminate   
this Lease or Tenant's right to possession unless a written notice of such      
intention is given to Tenant. No action taken by Landlord pursuant to this      
subsection shall be deemed a waiver of any default by Tenant and, notwith-      
standing any such subletting without termination, Landlord may at any time      
thereafter elect to terminate this Lease for such previous default.             

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(C) For purposes of this Article XIV, "worth at the time of award" for purposes 
of determining the unpaid rent due pursuant to California Civil Code Section    
1951.2(3) shall be computed by discounting such amount at the discount rate of  
the Federal Reserve Bank of San Francisco at the time of the award plus one     
percent (1%); and rent and all other charges payable by Tenant under this Lease 
with respect to each month shall be deemed to be a monthly rental arrived at by 
adding (i) one twelfth (1/12th) of the Fixed Minimum Rent, plus (ii) one twelfth
(1/12th) of the other charges payable by Tenant under this Lease paid or payable
by Tenant hereunder during the twelve (12) consecutive month period prior to the
month in which Tenant's default occurs (or one twelfth (1/12) of the annualized 
amount of the other charges payable by Tenant under this Lease paid or payable  
by Tenant with respect to the period between the commencement date and the last 
day of the calendar month prior to the month in which such default occurs, if   
such default occurs during the first twelve (12) calendar months of the term).  

(D) The right to have a receiver appointed for Tenant upon application by       
Landlord to take possession of the Demised Premises and to apply any rental     
collected from the Demised Premises and to exercise all other rights and        
remedies granted to Landlord pursuant to subsection (B) hereof.                 

Any mention in this Lease of any particular remedy shall not preclude Landlord  
from any other remedy in law or in equity.                                      

Each day of any continuing default or breach of the terms, covenant and         
agreements herein shall be a separate and distinct default or breach, and no    
waiver of any breach or default of any of said terms, covenants or agreements   
shall operate as a waiver of any subsequent breach or default of the same or any
other term, covenant or agreement herein.                                       

Tenant may request from time to time Landlord to provide Tenant with a written  
certification by Landlord stating whether (i) Tenant is or is not in default    
under the Lease (and if Tenant is in default, the specific reasons therefor),   
(ii) the Lease is in full force and effect (and if not, the reasons therefor),  
(iii) the Landlord is in full compliance with the terms of the Lease (and if    
not, the reasons therefor). Said certificate shall be tendered to Tenant by     
Landlord in writing within fifteen (15) days after its receipt of such a request
by Tenant.                                                                      

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ARTICLE XV. DEFAULT OF LANDLORD.

If Landlord defaults in compliance with any covenant on Landlord's part herein  
contained to be performed, Tenant shall give Landlord thirty (30) days notice to
cure the default. If Landlord, as of the expiration date of the notice, has     
neither (i) cured the default, nor (ii) if the default cannot be reasonably     
remedied as of such date, engaged in good-faith efforts to cure the default or  
given Tenant adequate security for the remedy thereof, then Tenant's sole and   
exclusive remedy shall be the right to recover damages resulting from such      
breach, without any right of offset or abatement or any right to terminate this 
Lease.                                                                          

Landlord may request from time to time Tenant to provide Landlord with a written
certification by Tenant stating whether (i) Landlord is or is not in default    
under the Lease (and if Landlord is in default, the specific reasons therefor), 
(ii) the Lease is in full force and effect 'and if not, the reasons therefor),  
or (iii) the Tenant is in full compliance with the terms of the Lease (and if   
not, the reasons therefor). Said certificate shall be tendered to Landlord by   
Tenant in writing within fifteen (15) days after its receipt of such a request  
by Landlord.                                                                    

ARTICLE XVI. INSOLVENCY OF TENANT.

It is agreed between the parties hereto that if Tenant shall be declared        
insolvent or adjudicated bankrupt by a court of competent jurisdiction, or if   
Tenant shall make an assignment for the benefit of creditors or otherwise, or if
Tenant's leasehold estate herein created shall be sold under execution, or if a 
Trustee in Bankruptcy or a Receiver shall be appointed for Tenant, whether under
the operation of the federal or of the state statutes, then and in any of said  
cases, the Landlord, transferee, received, trustee or any other person or       
persons, may terminate this Lease and immediately retake possession of the      
Demised Premises.                                                               

ARTICLE XVII. NO OBSTRUCTION OF VISIBILITY. 

Landlord shall not construct any building or structure or change any parking    
areas or landscaping in front of the restaurant constructed by Tenant on the    
Demised Premises, which would substantially reduce the visibility of, or access 
to such restaurant or reduce the parking stalls available to the customers of   
the restaurant on the effect date of this Lease.                                

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ARTICLE XVIII. PROPERTY LEFT ON PREMISES. 

Upon the expiration or termination of this Leash for any reason, or if the      
Demised Premises should be vacated at any time or abandoned by Tenant, it is    
hereby understood and agreed that the building and fixture improvements to be   
constructed upon the Demised Premises shall thereafter become the property of   
Landlord without the necessity of further transfer documents to be executed by  
either party hereto. However, until such event, said building and improvements  
shall remain the property of Tenant. Further, upon the expiration of this Lease,
or if the Demised Premises should be vacated at any time or abandoned by Tenant,
or this Lease should terminate for any cause and at the time of such expiration,
vacation, abandonment or termination Tenant, or Tenant's agents or any other    
person, should leave any property of any kind or character in or on the Demised 
Premises, the fact of leaving such property on or in the Demised Premises shall 
be conclusive evidence of intent by Tenant, Tenant's agents or such other       
persons, to abandon such property, and such leaving shall constitute abandonment
of the property. It is understood and agreed by and between the parties hereto  
that none of Landlord's servants, agents or employees have or shall have the    
actual or apparent authority to waive any portion of this Article, and Tenant   
shall have no right to leave any such property on the Demised Premises without  
the written consent of Landlord. Provided, however, upon the termination of this
Lease, or the Franchise Agreement, Franchisor shall have thirty (30) days (after
termination of either agreement) to enter the Demised Premises and remove       
signage and all items bearing any of Franchisor's marks, without any obligation 
to compensate Landlord except for any damages caused by the removal of such     
signage or marks but, such right of Franchisor to remove such signage or marks  
during the term of this Lease shall not relieve Tenant of its obligation to     
continuously operate an Applebee's restaurant or Comparable Restaurant at the   
Demised Premises pursuant to Article II hereof.                                 

ARTICLE XIX. TENANT'S PROPERTY. 

Tenant shall install, maintain and replace as necessary the trade fixtures and  
equipment required to operate the Demised Premises as an Applebee's Neighborhood
Grill & Bar (or Comparable Restaurant, if applicable) as provided in Article II 
above, or such other use as may be approved by Landlord in Landlord's sole and  
absolute discretion.                                                            

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It is understood and agreed that trade fixtures or equipment owned by Tenant    
which may, from time to time, be placed in or on the Demised Premises by Tenant,
are the property of Tenant, who shall have the right to remove a part of or all 
of such property at any time that Tenant is not in default under this Lease, so 
long as Tenant immediately replaces such trade fixtures and equipment as may be 
necessary in order to continuously operate its restaurant at the Demised        
Premises as required pursuant to Article II.                                    

ARTICLE XX. SURRENDER OF PREMISES.

It is understood and agreed that Tenant will, at the termination of this Lease, 
or any extension hereof, if any, peacefully quit, surrender and deliver up to   
Landlord, its successors or assigns, the Demised Premises, in accordance with   
Article XVIII. Tenant agrees to surrender the premises in good repair, properly 
maintained, and broom clean.                                                    

ARTICLE XXI. NOTICES. 
All notices, requests, demands, approvals and consents required or desired to be
given hereunder shall be in writing and may be given by personal delivery or by 
certified mail, return receipt requested, postage prepaid, and if given by      
Tenant to Landlord shall be addressed to Landlord and if given by Landlord to   
Tenant shall be addressed to Tenant at the respective addresses as provided     
below or at such other place or places as Landlord or Tenant may from time to   
time designate in writing:                                                      

If to Landlord: West Coast Realty Investors, Inc.                               
5933 West Century Boulevard Suite 900                                           
Los Angeles, California 90045-5454                                              
Attention: W. Thomas Maudlin, Jr.                                               
Facsimile No.: (310) 337-9895                                                   
Telephone No.: (310) 337-9700                                                   

With a copy to:                                                                 

Allen, Matkins, Leck, Gamble & Mallory LLP                                      
515 South Figueroa Street, 7th Floor                                            
Los Angeles, California 90071-3398                                              
Attention: Michael L. Matkins, Esq.                                             
Facsimile No.: (213) 620-8816                                                   
Telephone No.: (213) 622-5555                                                   

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If to Tenant:  Christian J. Knox & Associates, Inc.                             
Attn: Christian J. Knox, President                                              
633 East Victor Road                                                            
Lodi, CA 95240                                                                  
Facsimile No.: (209) 367-5401                                                   
Telephone No.: (209) 367-7516                                                   

With a copy to:                                                                 

Richard S. Calone, Inc.                                                         
Attention: William F. Cook, Esq.                                                
1810 Grand Canal Boulevard Suite 6                                              
Stockton, CA 95207                                                              
Facsimile No.: (209) 952-8751                                                   
Telephone No.: (209) 952-4545                                                   

If to ALL: Mr. Robert T. Steinkamp, Esq.                                        
General Counsel                                                                 
Applebee's International, Inc.                                                  
4551 West 107th Street                                                          
Overland Park, Kansas 66207                                                     

If at the time Landlord gives any notice hereunder to Tenant the leasehold      
estate created hereby is encumbered by the lien of any mortgage and Landlord    
shall have been furnished with the name and address of the owner and holder of  
said mortgage and the note, debt and claim thereby secured, Landlord shall, at  
the time said notice is given to Tenant, mail a copy thereof by certified mail, 
return receipt requested, postage prepaid, addressed to said owner and holder at
said address or at such other place or places said owner and holder may from    
time to time designate in writing to Landlord.                                  

All notices given by certified mail shall be deemed duly given as of the date of
receipt or rejection.                                                           

ARTICLE XXII. RENTAL CHECKS.
All checks for rentals due under this Lease shall be made payable to Landlord or
Landlord's designated agent and mailed to its mailing address as previously     
provided Tenant, until such time as Landlord advises Tenant in writing as to a  
different mailing address.                                                      

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ARTICLE XXIII. WAIVERS. 

No waiver of any condition or covenant of this Lease by either party hereto     
shall be deemed to imply or constitute a further waiver by such party of any    
other condition or covenant of said Lease.                                      

ARTICLE XXIV. RIGHTS AND REMEDIES.

The rights and remedies hereby created are cumulative, and the use of one remedy
shall not be taken to exclude or waive the right to the use of another.         

ARTICLE XXV. MONTH-TO-MONTH.

In the event Tenant remains in possession of the Demised Premises after the     
expiration of this Lease , Tenant shall be deemed to be occupying the Demised   
Premises as a tenant from month to month at a minimum rent equal to one hundred 
fifty percent (150%) of the minimum rent in effect at the expiration of this    
Lease, subject to all of the conditions, provisions and obligations of this     
Lease insofar as the same are applicable to a month-to-month tenancy, including,
but not limited to Tenant's obligation with respect to the payment of additional
rent.                                                                           

ARTICLE XXVI. RIGHT OF ENTRY. 

Landlord, or Landlord's agent, may enter the Demised Premises at reasonable     
hours, upon reasonable notice to Tenant, to examine the same, show the Demised  
Premises to a prospective purchaser or mortgagee, and to do anything Landlord is
permitted or required to do under this Lease. Provided, however such right of   
entry by Landlord shall not be exercised in a manner that interferes            
unreasonably with Tenant's use of the Demised Premises as provided in this      
Lease.                                                                          

ARTICLE XXVII. SUBORDINATION TO MORTGAGE LIEN.

Landlord reserves the right to subject and subordinate this Lease at all times  
to the lien of any mortgage or deed of trust placed upon Landlord's interest in 
the Demised Premises, whether before or after the date of this Lease. Tenant    
shall execute and deliver, upon demand of Landlord, such further instrument     
subordinating this Lease to the lien of any such mortgage as Landlord may       
reasonably request. Provided, however, that the holder of any such mortgage or  
deed of trust shall execute a NON-DISTURBANCE AND ATTORNMENT AGREEMENT, in form 
reasonably                                                                      

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acceptable to Tenant's attorney and Tenant's Leasehold Mortgagee, agreeing to   
the validity and continuance of this Lease in the event of foreclosure of the   
Landlord's interest in the Demised Premises or in the event of conveyance of    
such interest in lieu of foreclosure, so long as Tenant shall not be in default 
hereunder. Landlord shall pay all Tenant's expenses, including attorney fees,   
incurred in connection with any subordination pursuant to this Article, not to  
exceed Five Hundred Dollars ($500.00).                                          

ARTICLE XXVIII. TENANT'S AND LANDLORD'S 
REPRESENTATIONS AND INDEMNITIES.

A. Tenant agrees to indemnify and defend Landlord and its officers, agents,     
employees, licensees, contractors, invitees, legal representatives, successors  
and assigns (each of whom is an "Indemnified Party") against and save Landlord  
harmless from and against any and all damages, losses, liabilities, obligations,
penalties, claims, judgments or expenses, of every kind and nature whatsoever,  
including without limitation reasonable attorney's fees and costs, incurred in  
connection with or arising from: (i) any default by Tenant in the observance of 
performance of any of the terms, covenants or conditions of this Lease on       
Tenant's part to be performed, or (ii) the use or occupancy of the Demised      
Premises by Tenant or any person or entity claiming through or under Tenant, or 
(iii) the condition of the Demised Premises or any occurrence on the Demised    
Premises except as caused by the negligence, gross negligence or willful        
misconduct of Landlord, or (iv) any acts, omissions or negligence of Tenant or  
of the contractors, agents, servants. employees, visitors or licensees of       
Tenant, in, on or about the Demised Premises, or (v) the construction of any    
improvements on the Demised Premises by Tenant, its agents or contractors.      
Landlord shall give to Tenant prompt notice of any obligation of Tenant arising 
under this Paragraph. Tenant shall have the right and obligation to defend,     
settle or otherwise compromise any claim. Any claim for indemnity under this    
Article shall be barred if not made by Landlord within one year after the date  
Landlord should reasonably have knowledge of the factual basis of such claim.   
Tenant's obligations under this paragraph shall survive of the termination of   
this Lease.                                                                     

B. Landlord warrants that Landlord, upon closing, has a valid fee simple        
interest in the Demised Premises and covenants that Tenant, upon payment of the 
rentals and performance of its covenants hereunder, shall and may peacefully    
hold the Demised Premises during the term hereof, including any extensions.     

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C. Landlord covenants and agrees to indemnify, defend and hold harmless Tenant  
and its officers, agents, employees, licensees, contractors, invitees, legal    
representatives, successors and assigns (each of whom. is sometimes referred to 
herein as an "Indemnified Party") against and from any and all damages, losses, 
liabilities, obligations, penalties, claims, judgments or expenses, of every    
kind and nature whatsoever, including, without limitation, reasonable attorneys'
fees and costs, which may be at any time be incurred by or asserted against any 
Indemnified Party, arising from (i) any default by Landlord in the observance or
performance of any of the terms, covenants or conditions of this Lease on       
Landlord's part to be performed, or (ii) the negligence, gross negligence or    
willful misconduct of Landlord or Landlord's officers, partners, agents,        
employees, invitees, licensees or contractors on or about the Demised Premises, 
but not to the extent covered or required to be covered by Tenant's insurance.  
Tenant shall give Landlord prompt notice of any obligations of Landlord arising 
under this Paragraph, and Landlord shall have the right and obligation to       
defend, settle or otherwise compromise any such claim. Any claim for indemnity  
under this Article shall be barred if not made by Tenant within one year after  
the date Tenant shall reasonably have knowledge of the factual basis of such    
claim. Landlord's obligations under this Paragraph shall survive the termination
of this Lease.                                                                  

D. (i) Tenant represents, warrants and covenants (A) that it will not use,      
generate, transport, handle or store in, on or about the Demised Premises any   
Hazardous Materials without the prior written consent of Landlord, which consent
may be given or withheld in Landlord's sole and absolute discretion; provided,  
however, that Tenant shall have the right to use and store in the Demised       
Premises small amounts of Hazardous Materials, such as normal janitorial        
cleaning and maintenance supplies, that are necessary for Tenant to conduct its 
business activities on the Demised Premises, provided that Tenant shall comply  
with all applicable federal, state and local laws, rules, regulations, policies 
and authorities relating to the storage, use, disposal or cleanup of such       
Hazardous Materials, including, but not limited to, the obtaining of proper     
permits, and in no event shall such Hazardous Materials be used, handled or     
stored in any manner which is known or suspected to pose a hazard to the health 
and safety of Tenant's employees, visitors, contractors, licensees or invitees  
or to the occupants of any adjacent property; and provided further,             

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that in no event shall such Hazardous Materials be used, stored or permitted to 
accumulate on the Demised Premises in amounts in excess of those required in the
ordinary course of Tenant's business, and (B) that it will not dispose of any   
Hazardous Materials in, on or about the Demised Premises under any              
circumstances.                                                                  

(ii) Tenant shall immediately notify Landlord of any inquiry, test,             
investigation or enforcement proceeding by or against Tenant, Landlord or the   
Demised Premises concerning any Hazardous Materials. Tenant acknowledges that   
Landlord, as the owner of the Demised Premises, shall have the right, at its    
election, in its own name or as Tenant's agent, to negotiate, defend, approve   
and appeal, at Tenant's expense, any action taken or order issued with regard to
any Hazardous Materials by an applicable governmental authority.                

(iii) In the event of the presence, release, disposal, use, storage and/or      
contamination of or pertaining to Hazardous Materials in, on, under or about the
Demised Premises (including the soil, surface and/or ground water) caused by    
Tenant, its agents, employees, contractors or invitees, and/or resulting from   
any acts from third parties or migration from other properties during the term  
of this Lease, and/or resulting from the existing Hazardous Materials in, on,   
under or about the Demised Premises as of the date hereof ("Hazardous Material  
Condition") (A) requiring clean-up or remediation under Environmental Laws, or  
(B) at levels which are unacceptable to Landlord, in Landlord's reasonable      
judgment, then Tenant, at Tenant's sole cost and expense, shall remove,         
remediate and/or clean-up such Hazardous Material Condition as required under   
such Environmental Laws, and/or reasonably required by Landlord. Tenant further 
agrees to indemnify, defend and hold Landlord harmless from and against any and 
all claims, liabilities, suits, causes o, actions, costs, expenses and fees,    
including attorneys' fees and court costs, arising out of or in connection with 
any such Hazardous Material Condition and any remediation, clean-up work,       
inquiry or enforcement proceedings in connection therewith. Such indemnity shall
survive the expiration or earlier termination of the Lease.                     

(iv) Notwithstanding any other right of entry granted to Landlord under this    
Lease, and subject to the restrictions set forth in Article XXVI regarding      
reasonable notice and unreasonable interference with Tenant's use, Landlord     
shall have the right to enter the Demised Premises or to have consultants enter 
the Demised Premises throughout the term of this Lease for the purpose of (A)   
determining whether the Demised Premises are in conformity with federal, state  
and local statutes, regulations,                                                

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ordinances, and policies, including those pertaining to the environmental       
condition of the Demised Premises, (B) conducting an environmental audit or     
investigation of the Demised Premises for purposes of sale, transfer, conveyance
or financing, (C) determining whether Tenant has complied with this Paragraph   
XXVIII.D, and (D) determining the corrective measures, if any, required of      
Tenant to ensure the safe use, storage and disposal of Hazardous Materials or to
remove Hazardous Materials. Tenant agrees to provide access and reasonable      
assistance foe such inspections. Such inspections may include, but are not      
limited to, entering the Demised Premises or adjacent property with drill rigs  
or other machinery for the purpose of obtaining laboratory samples. Landlord    
shall not be limited in the number of such inspections during the term of this  
Lease. To the extent such inspections disclose the presence of Hazardous        
Materials used, stored or disposed of by Tenant or its agents, employees,       
contractors or invitees, Tenant shall reimburse Landlord for the cost of such   
inspections within ten (10) days of receipt of a written statement thereof. If  
such consultants determine that the Demised Premises are contaminated with      
Hazardous Materials used, stored or disposed of by Tenant or its agents,        
employees contractors or invitees, Tenant shall, in a timely manner, at its     
expense, remove such Hazardous Materials or otherwise comply with the           
recommendations of such consultants to the reasonable satisfaction of any       
applicable governmental agencies. The right granted to Landlord herein to       
inspect the Demised Premises shall not create a duty on Landlord's party to     
inspect the Demised Premises, or liability of landlord for Tenant's use, storage
or disposal of Hazardous Materials, it being understood that Tenant shall be    
solely responsible for all liability in connection therewith.                   

(v) Tenant shall surrender the Demised Premises to Landlord upon the expiration 
or earlier termination of this Lease, free of debris, waste and Hazardous       
Materials used, stored or disposed of by Tenant or its agents, employees,       
contractors or invitees, and in a condition which complies with all governmental
statutes, ordinances, regulations and policies.                                 

(vi) Tenant's obligations under this Paragraph XXVII.D shall survive termination
of this Lease.                                                                  

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(vii) As used herein, the term "Hazardous Material(s)" shall mean any substance 
or material which has been determined by any state, federal or local            
governmental authority to be capable of posing a risk of injury to health,      
safety or property, including all of those materials and substances designated  
as hazardous or toxic by the city in which the Demised Premises are located, the
U. S. Environmental Protection Agency, the Consumer Product Safety Commission,  
the Food and Drug Administration, the California Water Resources Control Board, 
the Regional Water Quality Control Board, San Francisco Bay Region, the         
California Air Resources Board, CAL/OSHA Standards Board, Division of           
Occupational Safety and Health, the California Department of Food and           
Agriculture, the California Department of Health Services, and any federal      
agencies that have overlapping jurisdiction with such California agencies, or   
any other governmental agency now or hereafter authorized to regulate materials 
and substances in the environment. Without limiting the generality of the       
foregoing, the term "Hazardous Material" shall include all of those materials   
and substances defined as "hazardous materials" or "hazardous waste" in Sections
66680 through 66685 of Title 22 of the California Administrative Code, Division 
4, Chapter 30, as the same shall be amended from time to time, petroleum,       
petroleum-related substances and the by-products, fractions, constituents and   
sub-constituents of petroleum or petroleum-related substances, asbestos, and any
other materials requiring remediation now or in the future under federal, state 
or local statutes, ordinances, regulations or policies.                         

ARTICLE XXIX. PARTIAL INVALIDITY. 

In the event any clause or provision of this Lease shall be invalid or void for 
any reason,-other than the obligation to pay rent, such invalid or void clause  
or provision shall not affect the whole of this instrument, but the balance of  
the provisions hereof shall remain in full force and effect.                    

ARTICLE XXX. GOVERNING LAW. 

This Lease shall inure to and be binding upon the heirs, administrators,        
successors and assigns of the parties hereto and shall be construed under and   
governed by the laws of the State of California.                                

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ARTICLE XXXI. CONSTRUCTION OF LEASE.

Words of any gender used in this Lease shall be held to include any other       
gender, and words in the singular number shall be held to include the plural,   
when the sentence requires. Wherever used herein, the words "Lessor,"           
"Landlord," "Lessee," and "Tenant" shall be deemed to include the heirs,        
personal representatives, successors, sublessees and assigns of parties, unless 
the context excludes such construction. Each term, condition or provision hereof
has been freely negotiated and shall be equally binding upon Landlord and       
Tenant, and no such term, condition or provision shall be construed against     
either party hereto solely because such term, condition or provision was        
initially drafted or prepared by such party.                                    

ARTICLE XXXII. NO PARTNERSHIP.

Nothing contained herein shall be deemed or construed by the parties hereto, nor
by any third party, as creating a relationship between the parties hereto other 
than the relationship of Landlord and Tenant.                                   

ARTICLE XXXIII. NO ACCORD AND SATISFACTION. 

No acceptance by Landlord of a lesser sum than the Fixed Minimum Rent,          
additional rent or any other charge then due shall be deemed to be other than on
account of the earliest installment of such rent or charge due, nor shall any   
endorsement or statement on any check or any letter accompanying any check or   
payment as rent or other charge be deemed an accord and satisfaction, and       
Landlord may accept such check or payment without prejudice to Landlord's right 
to recover the balance of such installment or charge or any other monies owing  
by Tenant or pursue any other remedy in this Lease provided.                    

ARTICLE XXXIV. "AS IS"

Tenant is a sophisticated tenant and developer of real property. Tenant         
acknowledges and agrees that he is entering into this Lease based solely upon   
Tenant's inspection and investigation of the Demised Premises and all documents 
and other matters related to the Demised Premises on an "AS IS" basis. Without  
limiting the above, Tenant acknowledges that Landlord has not made any          
representations or warranties on which Tenant is or will be relying as to any   
matters concerning the Demised Premises, including, but not limited to,         
development rights, taxes, assessments, bonds, permissible uses, Covenants,     
conditions and restrictions, water or                                           

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water rights, topography, utilities, zoning, soil, subsoil, the purposes for    
which the Demised Premises are to be used, drainage, hazardous or toxic         
substances or materials, environmental or building laws, rules or regulations,  
title to the Demised Premises or any other representations or warranties.       

ARTICLE XXXV. GUARANTY OF LEASE 

As a condition to the effectiveness of this Lease, Christian J. Knox shall      
execute and deliver to Landlord a Guaranty of Lease in the form attached as     
Exhibit "G" hereto and incorporated herein by reference.                        

ARTICLE XXXVI. BROKERS. 

Mach party warrants to the other that neither of them, nor any of their agents  
or representatives, have engaged or contracted with any broker with respect to  
the transaction contemplated herein, and that no brokers have been involved with
this Lease. Landlord and Tenant each agree to indemnify and hold the other party
harmless from any and all claims or demands for brokerage fees arising out of   
its action.                                                                     
ARTICLE XXXVII. MEMORANDUM OF LEASE.

Landlord and Tenant shall execute and acknowledge a Memorandum of Lease in the  
form attached hereto as Exhibit E and Tenant shall have the right to record the 
same in the Official Records of Placer County, California, at Tenant's costs,   
including any taxes.                                                            

ARTICLE XXXVIII. ATTORNEYS' FEES. 

If there is any legal action or proceeding to enforce or interpret any provision
of this Lease or to protect or establish any right or remedy of any party, the  
unsuccessful party to such action or proceeding, whether such action or         
proceeding is settled or prosecuted to final judgment, shall pay to the         
prevailing party as finally determined, all costs and expenses, including       
attorneys' fees and costs, incurred by such prevailing party in such action or  
proceeding, in enforcing such judgment, and in connection with any appeal from  
such judgment. Attorneys' fees and costs incurred in enforcing any judgment or  
in connection with any appeal shall be recoverable separately from and in       
addition to any other amount included in such judgment. This Article is intended
to be severable from the other provisions of this Lease, and the prevailing     

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party's rights under this Article shall not merge into any judgment, and any    
judgment shall survive until all such fees and costs have been paid.            

ARTICLE XXXIX. OPTION TO EXTEND 

So long as Tenant is in compliance with the terms hereof, and that Tenant is not
in default at the time such option is exercised or at the commencement of an    
extension term, Tenant shall have the right to extend the term of this Lease for
two (2) additional, consecutive five (5) year periods, the first of which shall 
commence as of the day after the last day of the primary term hereof, and the   
second of which shall commence as of the day after first extension term. Tenant 
shall notify intention to exercise each such option no (18) months prior to the 
end of primary term and the first extension term, respectively.  The terms,     
conditions and obligations of Landlord  and Tenant under this Lease shall apply 
to each extension term, except as said terms relate to the amount of Fixed      
Minimum Rent to be paid. Fixed Minimum Rent for each extension term shall be    
that provided in the schedule in Article III of this Lease. This option is      
personal to Christian J. Knox & Associates, Inc., dba Applebee's Neighborhood   
Grill & Bar, any franchisee of Applebee's International, Inc., to whom this     
Lease has been assigned in accordance with Article I, or Applebee's             
International, Inc., if this Lease has been assigned to Applebee's              
International, Inc., in accordance with Article I.                              

ARTICLE XXXX. LEASEHOLD FINANCING.

40.1 Mortgage by Tenant.                                                        

Tenant may, from time to time, hypothecate, mortgage, pledge or alienate        
Tenant's leasehold estate and rights hereunder on the terms and conditions of   
this Article XXXX. Tenant may not encumber any interest of Landlord in the      
Demised Premises. The holder or holders of any such lien, shall be referred to  
herein as "Leasehold Mortgagee." A Leasehold Mortgagee or its assigns may       
enforce such lien and acquire title to the leasehold estate in any lawful way   
and, pending foreclosure of such lien, the Leasehold Mortgagee may take         
possession of and operate the Demised Premises, performing all obligations      
performable by Tenant, and upon foreclosure of such lien by power of sale,      
judicial foreclosure, or upon acquisition of the leasehold estate by deed in    
lieu of foreclosure, the Leasehold Mortgagee may, upon notice to Landlord, sell 
and assign the leasehold estate hereby created. Notwithstanding anything herein 
contained to the contrary, the Leasehold                                        

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Mortgagee or any person or entity acquiring such leasehold estate at the        
foreclosure proceeding, shall be liable to perform the obligations imposed on   
Tenant by this Lease only during the period such person has ownership of said   
leasehold and/or possession of the Demised Premises. When a Leasehold Mortgagee 
acquires title to the leasehold estate, the Leasehold Mortgagee shall expressly 
assume in writing all the obligations of Tenant under the Lease and continue to 
be liable until the leasehold estate is sold or assigned to another who in turn 
expressly assumes in writing the obligations of Tenant under the Lease.         

40.2 Notice To and Rights of Leasehold Mortgagees.                              

(A) When giving notice to Tenant with respect to any default hereunder, Landlord
shall also serve a copy of each such notice upon any Leasehold Mortgagee who    
shall have given Landlord a written notice specifying its name and address. If  
any Leasehold Mortgagee fails to give Landlord written notice specifying its    
name and address, then Landlord shall not be under any obligation to serve a    
copy of such notice upon such Leasehold Mortgagee. Tenant shall have the        
responsibility to keep Landlord notified of any change of address of any        
Leasehold Mortgagee. Any notice to be served on the Leasehold Mortgagee shall be
deemed duly served when deposited in the United States mail, first class postage
prepaid, addressed to the Leasehold Mortgagee at the last mailing address for   
the Leasehold Mortgagee furnished in writing to Landlord by Tenant or the       
Leasehold Mortgagee. In the event Tenant shall default in the performance of any
of the terms, covenants, agreements and conditions of this Lease on Tenant's    
part to be performed, any Leasehold Mortgagee shall have the right, within the  
grace period available to Tenant for curing such default, to cure or make good  
such default or to cause the same to be cured or made good whether the same     
consists of the failure to pay rent or the failure to perform any other         
obligation and Landlord shall accept such performances on the part of any       
Leasehold Mortgagee as though the same had been done or performed by Tenant.    

(B) In case of a default by Tenant in the payment of money, Landlord will take  
no action to effect a termination of this Lease by reason thereof unless such   
default has continued beyond thirty (30) days after Landlord shall have served a
copy of such notice upon Tenant and any Leasehold Mortgagee who has given       
Landlord notice as provided in (A) above, it being the intent hereof and the    
understanding of the parties that any Leasehold Mortgagee shall be allowed      
twenty (20) days in addition to the ten (10) days granted to Tenant to cure any 
default of Tenant in the payment of rent or in the making of any other monetary 
payment required under the terms of this Lease.                                 

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(C) In the case of any other default by Tenant, Landlord will take no action to 
effect a termination of the term of this Lease by reason thereof unless such    
default has continued beyond the grace period available to Tenant for curing    
said default, and then only after Landlord shall have given to all Leasehold    
Mortgagees thirty (30) days after the expiration of Tenant's grace period for   
curing such default within which either:                                        

(i) to commence and diligently proceed to cure such default, if such default is 
susceptible of being cured by the Leasehold Mortgagee obtaining possession of   
the Demised Premises; and                                                       

(ii) to commence and diligently proceed to obtain possession of the Demised     
Premises (including possession by a receiver, but not by judicial foreclosure)  
and to cure such default in the case of a default which is susceptible of being 
cured when the Leasehold Mortgagee has obtained possession thereof; or          

(iii) to institute non-judicial foreclosure proceedings within thirty (30) days 
and thereafter to complete such foreclosure proceedings or otherwise acquire    
Tenant's interest under this Lease with reasonable and continuous diligence. A  
Leasehold Mortgagee shall not be required to continue such possession or        
continue such foreclosure proceedings if the default which prompted the service 
of such a notice has been cured. A Leasehold Mortgagee shall have no obligation 
to cure any default which is not reasonably susceptible of being cured by the   
Leasehold Mortgagee.                                                            

(D) In the event that this Lease is terminated by Landlord on account of any    
default, Landlord shall give prompt notice thereof to the Leasehold Mortgagee,  
provided the Leasehold Mortgagee has notified Landlord in writing of its name   
and address. Landlord, within thirty (30) days after receiving from Leasehold   
Mortgagee a written request therefore, which shall be given within thirty (30)  
days after such termination, will deliver a new lease of the Demised Premises to
the Leasehold Mortgagee or its nominee or to the purchaser, assignee, or        
transferee, as the case may be for the remainder of the term of this Lease,     
containing the same covenants, agreements, terms, provisions, and limitations as
are contained herein. The Leasehold Mortgagee shall then deliver to Landlord an 
executed copy of the new lease and simultaneously pay to Landlord all monetary  
defaults existing under this lease up to and including the date of the          
commencement of the term of such new lease and all expenses including, without  
limitation, reasonable attorneys' fees and disbursements and court costs,       
incurred by Landlord in connection with the default by Tenant, the termination  

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and preparation of the new lease. Upon receipt of the new lease duly executed by
the Leasehold Mortgagee and the payment of all such monetary defaults and       
Landlord's expenses, Landlord shall execute the new lease and return a fully    
executed copy to the Leasehold Mortgagee. After execution of the new Lease by   
the Leasehold Mortgagee and Landlord, the Leasehold Mortgagee shall commence and
diligently proceed to cure all non-monetary defaults existing under this Lease  
which are reasonably susceptible of being cured by the Leasehold Mortgagee,     
provided that Landlord shall have the right to exercise its termination rights  
under Article XIV unless Leasehold Mortgagee, within ninety (90) days after the 
date of the new lease, commences the operation of an Applebee's restaurant or a 
Comparable Restaurant, with an operator that possesses sufficient net worth and 
restaurant experience that would satisfy conditions as required by a franchiser 
such as Applebee's International, Inc.                                          

(E) As long as there is a Leasehold Mortgagee, neither the bankruptcy nor the   
insolvency of Tenant shall operate nor permit Landlord to terminate this Lease  
as long as all rent specified above and all other charges of whatsoever nature  
payable by Tenant continue to be paid in accordance with the term of this L

Meredith Enterprises Inc · POS AM · On 12/23/97

Filed On 12/23/97 · SEC File 333-01304 · Accession Number 808420-97-19

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