FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "First Amendment") is made and entered into as of this 16th day of September, 1997, by...

  FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT
                     ESCROW INSTRUCTIONS

     This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND
JOINT ESCROW INSTRUCTIONS (this "First Amendment") is made
and entered into as of this 16th day of September, 1997, by
and between PROPERTY ASSET MANAGEMENT, INC., a Delaware
corporation ("Seller"), and ARDEN REALTY LIMITED
PARTNERSHIP,  a Maryland limited partnership ("Buyer"), with
reference to the following facts and circumstances:

     A.   Buyer is the purchaser from Seller of that certain
improved real property located in Xxxxxxxx Xxxxxxx,
Xxxxxxxxxx known as Westlake Renaissance Court under that
certain Purchase and Sale Agreement and Joint Escrow
Instructions dated as of July 30, 1997 (the "Purchase
Agreement").

     B.   Buyer and Seller desire to modify the Purchase
Agreement as hereinafter provided.

     C.   All capitalized terms not otherwise defined herein
shall have the meaning afforded such terms in the Purchase
Agreement.

     NOW, THEREFORE, IN CONSIDERATION of the foregoing, and
other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby
agree as follows:

     1.   Section 1.2 of the Purchase Agreement, which reads
as follows:

          Purchase Price.  The purchase price to be paid by
Buyer to Seller for the Property shall be the sum of the
Seven Million One Hundred Thousand Dollars ($7,100,000.00)
(the "Purchase Price").

is hereby deleted in its entirety and the following is
hereby substituted n lieu thereof:

          Purchase Price.  The purchase price to be paid by
Buyer to Seller for the Property shall be the sum of Seven
Million Dollars ($7,000,000.00) (the "Purchase Price").

     2.   Section 2.3 of the Purchase Agreement which reads
as follows:

          Closing Date.  Escrow shall close on or before the
date that is forty-five (45) days after the Effective Date
(the "Closing Date").

is hereby deleted in its entirety and the following is
hereby substituted in lieu thereof:

          Closing Date.  Escrow shall close on September 16,
1997 (the "Closing Date").

     3.   Real Property Taxes.  As of the date hereof,
Escrow Holder has been unable to determine whether any
supplemental real property taxes are owed for the period of
Seller's ownership of the Property following the 1995-1996
fiscal year.  This is to confirm that Seller shall continue
to be responsible to Buyer, pursuant to the Agreement, for
any supplemental real property taxes which relate to the
period of Seller's ownership of the Property.

     4.   No Other Amendments.  Except as expressly set
forth in this First Amendment, the Purchase Agreement shall
remain unmodified and in full force and effect.


     IN WITNESS WHEREOF, the parties hereto have executed
this First Amendment as of the date first above written.


BUYER:                        ARDEN REALTY LIMITED PARTNERSHIP,
                              a Maryland limited partnership

                              By:  ARDEN REALTY, INC.,
                                   a Maryland corporation

                                   Its: General Partner


                              By: /s/ Xxxxxx X. Xxxxxxx

                                   Its: President and COO


SELLER:                       PROPERTY ASSET MANAGEMENT, INC.,
                              a Delaware corporation

                              By:/s/ Xxxxxxxx X'Xxxxx

                                   Its:Authorized Agent