Exhibit 10.1 STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (Non-Residential) American Industrial Real Estate Association

                                                                    Exhibit 10.1

                     STANDARD OFFER, AGREEMENT AND ESCROW
                    INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
                               (Non-Residential)
                  American Industrial Real Estate Association

                                                              September 29, 1999

1.  Buyer.

    0.0  Xxxxxxxxx Xxxx LLC, a California Corporation, ("Buyer") hereby offers
to purchase the real property, hereinafter described, from the owner thereof
("Seller") (collectively, the "Parties" or individually, a "Party") through an
escrow ("Escrow") to close on or before November 15, 1999 ("Expected Closing
Date") to be held by American Title & Escrow ("Escrow Holder") whose address is
000 Xxxxxxxxx Xxxx, Xxxxxxxx Xxxxxxx, XX 00000, Phone No. 000-000-0000,
Facsimile No. 000-000-0000 upon the terms and conditions set forth in this
agreement ("Agreement"). Buyer shall have the right to assign Xxxxx's rights
hereunder, but any such assignment shall not relieve Buyer of Buyer's
obligations herein unless Seller expressly releases Buyer.

    1.2  The term "Date of Agreement" as used herein shall be the date when by
execution and delivery (as defined in paragraph 20.2) of this document or a
subsequent counter-offer thereto, Buyer and Seller have reached agreement in
writing whereby Xxxxxx agrees to sell, and Xxxxx agrees to purchase, the
Property upon terms accepted by both Parties.

2.  Property.

    2.1  The real property ("Property") that is the subject of this offer
consists of approximately 2.85 acres of vacant land.  M-1 Zone is located in the
City of Thousand Oaks, County of Ventura, State of California, is commonly known
by the street address of 0000 Xxxxxxxxx Xxxx and is legally described as:  In
Escrow.

(APN:  698-011-18-5).

    2.2  If the legal description of the Property is not complete or is
inaccurate, this Agreement shall not be invalid and the legal description shall
be completed or corrected to meet the requirements of American Title Escrow
("Title Company"), which shall issue the title policy hereinafter described.

    2.3  The Property includes, at no additional cost to Buyer, the permanent
improvements thereon, including those items which the law of the state in which
the Property is located provides is part of the Property, as well as the
following items, if any, owned by Seller and at present located on the Property:
electrical distribution systems (power panel, xxxx ducting, conduits,
disconnects, lighting fixtures); telephone distribution systems (lines, jacks
and connections only); space heaters; heating; ventilating; air conditioning
equipment ("HVAC"); air lines; fire sprinkler systems; security and fire
detection systems; carpets; window coverings; wall coverings; and None
(collectively, the "Improvements").

    2.4  Within the time period specified in paragraph 9.1(a), Seller and/or
Seller's Broker shall make to Buyer, through escrow, all of the applicable
disclosures required by law (See American Industrial Real Estate Association
("AIR") standard form entitled "Seller's Mandatory Disclosure Statement").

3.  Purchase Price.

    3.1  The purchase price ("Purchase Price") to be paid by Buyer to Seller for
the Property shall be $2,400,000.00, payable as follows:

                   (a) Cash down payment, including the Deposit as defined in
                        paragraph 4.3 (or if an all cash transaction, the
                        Purchase Price): $2,400,000.00
[deleted]
                   Total Purchase Price:  $2,400,000.00
4.  Deposits.

    4.1  Buyer hereby delivers a check in the sum of $100,000.00, payable to
Escrow Holder, to be held uncashed until the Date of Agreement.  Such check
shall be deposited in accordance with paragraph 4.3 and applied toward the
Purchase Price of the Property at the Closing.  Should Buyer and Seller not
enter into an agreement for purchase and sale, Buyer's check or funds shall,
upon request by Xxxxx, be promptly returned to Buyer.

    4.2  Additional deposits:
        (a) Within 5 business days after the Date of Agreement, Buyer shall
deposit with Escrow Holder the additional sum of


$ None to be applied to the Purchase Price at the Closing.

      (b) Within 5 business days after the contingencies discussed in paragraph
9.1(a) through (k) are approved or waived, Buyer shall deposit with Escrow
Holder the additional sum of $None to be applied to the Purchase Price at the
Closing.

    4.3  Escrow Holder shall deposit the funds deposited with it by Buyer
pursuant to paragraphs 4.1 and 4.2 (collectively the "Deposit"), in a State or
Federally chartered bank in an interest bearing account whose term is
appropriate and consistent with the timing requirements of this transaction.
The Interest therefrom shall accrue to the benefit of Buyer, who hereby
acknowledges that there may be penalties or interest forfeitures if the
applicable instrument is redeemed prior to its specified maturity.  Buyer's
Federal Tax Identification Number is       .  NOTE:  Such interest bearing
account cannot be opened until Xxxxx's Federal Tax Identification Number is
provided.

[deleted]

7.  Real Estate Brokers.
    7.1  The following real estate broker(s) ("Brokers") and brokerage
        relationships exist in this transaction and are consented to by the
        Parties (check the applicable boxes):

_____________ represents Seller exclusively ("Seller's Broker");
_____________ represents Buyer exclusively ("Buyer's Broker"); or
Young Realtors represents both Seller and Buyer ("Dual Agency").

The Parties acknowledge that Brokers are the procuring cause of this Agreement.
See paragraph 24 for disclosures regarding the nature of a real estate agency
relationship.  Buyer shall use the services of Xxxxx's Broker exclusively in
connection with any and all negotiations and offers with respect to the property
described in paragraph 2.1 for a period of one year from the date above.

    7.2  Buyer and Seller each represent and warrant to the other that he/she/it
has had no dealings with any person, firm, broker or finder in connection with
the negotiation of this Agreement and/or the consummation of the purchase and
sale contemplated herein, other than the Brokers named in paragraph 7.1 and no
broker or other person, firm or entity, other than said Xxxxxxx is/are entitled
to any commission or finder's fee in connection with this transaction as the
result of any dealings or acts of such Party.  Xxxxx and Seller do each hereby
agree to indemnify, defend, protect and hold the other harmless from and against
any costs, expenses or liability for compensation, commission or charges which
may be claimed by any broker, finder or other similar party, other than said
named Brokers by reason of any dealings or act of the Indemnifying Party.

8.  Escrow and Closing.

    8.1  Upon acceptance hereof by Seller, this Agreement, including any
counter-offers incorporated herein by the Parties, shall constitute not only the
agreement of purchase and sale between Buyer and Seller, but also instructions
to Escrow Holder for the consummation of the Agreement through the Escrow.
Escrow Holder shall not prepare any further escrow instructions restating or
amending the Agreement unless specifically so instructed by the Parties or a
Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder
may, however, include its standard general escrow provisions.

    8.2  As soon as practical after the receipt of this Agreement and any
relevant counter-offers, Escrow Holder shall ascertain the Date of Agreement as
defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in
writing, of the date ascertained.

    8.3  Escrow Holder is hereby authorized and instructed to conduct the Escrow
in accordance with this Agreement, applicable law and custom and practice of the
community in which Escrow Holder is located, including any reporting
requirements of the Internal Revenue Code.  In the event of a conflict between
the law of the state where the Property is located and the law of the state
where the Escrow Holder is located, the law of the state where the Property is
located shall prevail.

    8.4  Subject to satisfaction of the contingencies herein described, Xxxxxx
Holder shall close this escrow (the "Closing") by recording a general warranty
deed (a grant deed in California) and the other documents required to be
recorded, and by disbursing the funds and documents in accordance with this
Agreement.

    8.5  Buyer and Seller shall each pay one-half of the Escrow Holder's charges
and Seller shall pay the usual recording fees and any required documentary
transfer taxes.  Seller shall pay the premium for a standard coverage owner's or
joint protection policy of title insurance.

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     8.6  Escrow Holder shall verify that all of Xxxxx's contingencies have been
satisfied or waived prior to Closing.  The matters contained in paragraphs 9.1
subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 9.5, 12, 13, 14,
16, 18, 20, 21, 22, and 24 are, however, matters of agreement between the
Parties only and in no way constitute instructions to Escrow Holder.

     8.7  If this transaction is terminated  for non-satisfaction and non-waiver
of a Buyer's Contingency, as defined in paragraph 9.2, then neither of the
Parties shall thereafter have any liability to the other under this Agreement,
except to the extent of the breach of any affirmative covenant or warranty in
this Agreement.  In the event of such termination, Buyer shall be promptly
refunded all funds deposited by Buyer with Escrow Holder, less only Title
Company and Escrow Holder cancellation fees and costs, all of which shall be
Buyer's obligation.

     8.8  The Closing shall occur on the Expected Closing Date, or as soon
thereafter as the Escrow is in condition for Closing; provided, however, that if
the Closing does not occur by the Expected Closing Date and said Date is not
extended by mutual instructions of the Parties, a Party not then in default
under this Agreement may notify the other Party, Escrow Holder, and Brokers, in
writing that, unless the closing occurs within 5 business days following said
notice, the Escrow shall be deemed terminated without further notice or
instructions.

     8.9  Except as otherwise provided herein, the termination of Escrow shall
not relieve or release either Party from any obligation to pay Escrow Holder's
fees and costs or constitute a waiver, release or discharge of any breach or
default that has occurred in the performance of the obligations, agreements,
covenants or warranties contained therein.

     8.10  If this Escrow is terminated for any reason other than Seller's
breach or default, then at Seller's request, and as a condition to the return of
Buyer's deposit, Buyer shall within 5 days after written request deliver to
Seller, at no charge, copies of all surveys, engineering studies, soil reports,
maps, master plans, feasibility studies and other similar items prepared by or
for Buyer that pertain to the Property. Provided, however, that Buyer shall not
be required to deliver any such report if the written contract which Xxxxx
entered into with the consultant who prepared such report specifically forbids
the dissemination of the report to others.

9.  Contingencies to Closing.

    9.1  The Closing of this transaction is contingent upon the satisfaction or
waiver of the following contingencies.  IF BUYER FAILS TO NOTIFY ESCROW HOLDER,
IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME
SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED
SUCH ITEM, MATTER OR DOCUMENT.  Buyer's conditional approval shall constitute
disapproval, unless provision is made by the Seller within the time specified
therefore by the Buyer in such conditional approval or by this Agreement,
whichever is later, for the satisfaction of the condition imposed by the Buyer.
Escrow Holder shall promptly provide all Parties with copies of any written
disapproval or conditional approval which it receives.  With regard to
subparagraphs (a) through (l) the pre-printed time periods shall control unless
a different number of days is inserted in the spaces provided.

      (a)  Disclosure.  Seller shall disclose to Buyer any matters required by
applicable law (see paragraph 2.4) and provide Buyer with a completed Property
Information Sheet ("Property Information Sheet") concerning the Property, duly
executed by or on behalf of Seller in the current form or equivalent to that
published by the AIR within (See 27) following the Date of Agreement.  Buyer has
10 days from the receipt of said disclosures to approve or disapprove the
matters disclosed.

      (b)  Physical Inspection.  Buyer has (See 27) days from the receipt of the
Property Information Sheet or the Date of Agreement, whichever is later, to
satisfy itself with regard to the physical aspects and size of the Property.

      (c)  Hazardous Substance Conditions Report.  Buyer has (See 27) days from
the receipt of the Property Information Sheet or the Date of Agreement,
whichever is later, to satisfy itself with regard to the environmental aspects
of the Property.  Seller recommends that Buyer obtain a Hazardous Substance
Conditions Report concerning the Property and relevant adjoining properties.
Any such report shall be paid for by Buyer.  A "Hazardous Substance" for
purposes of this Agreement is defined as any substance whose nature and/or
quantity of existence, use, manufacture, disposal or effect, render it subject
to Federal, state or local regulation, investigation, remediation or removal as
potentially injurious to public health or welfare.  A "Hazardous Substance
Condition" for purp9oses of this Agreement is defined as the

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existence on, under or relevantly adjacent to the Property of a Hazardous
Substance that would require remediation and/or removal under applicable
Federal, state or local law.

   (d)  Soil Inspection.  Buyer has (See 27) days from the receipt of the
Property Information Sheet or the Date of Agreement, whichever is later, to
satisfy itself with regard to the condition of the soils on the Property.
Seller recommends that Buyer obtain a soil test report.  Any such report shall
be paid for by Buyer.   Seller shall provide Buyer copies of any soils report
that Seller may have within 10 days of the Date of Agreement.

   (e)  Governmental Approvals.  Buyer has (See 27) days from the Date of
Agreement to satisfy itself with regard to approvals and permits from
governmental agencies or departments which have or may have jurisdiction over
the Property and which Buyer deems necessary or desirable in connection with its
intended use of the Property, including, but not limited to, permits and
approvals required with respect to zoning, planning, building and safety, fire,
police, handicapped and Americans with Disabilities Act requirements,
transportation and environmental matters.

   (f)  Conditions of Title.  Escrow Holder shall cause a current commitment for
title insurance ("Title Commitment") concerning the Property issued by the Title
Company, as well as legible copies of all documents referred to in the Title
Commitment ("Underlying Documents") to be delivered to Buyer within 10 or ____
days following the Date of Agreement.  Buyer has 10 days from the receipt of the
Title Commitment and Underlying Documents to satisfy itself with regard to the
condition of title.  The disapproval of Buyer of any monetary encumbrance, which
by the terms of this Agreement is not to remain against the Property after the
Closing, shall not be considered a failure of this contingency, as Seller shall
have the obligation, at Seller's expense, to satisfy and remove such disapproved
monetary encumbrance at or before the Closing.

   (g)  Survey.  Buyer has (See 27) days from the receipt of the Title
Commitment and Underlying Documents to satisfy itself with regard to any ALTA
title supplement based upon a survey prepared to American Land Title Association
("ALTA") standards for an owner's policy by a licensed surveyor, showing the
legal description and boundary lines of the Property, any easements of record,
and any improvements, poles, structures and things located within 10 feet of
either side of the Property boundary lines.  Any such survey shall be prepared
at Xxxxx's direction and expense.  If Xxxxx has obtained a survey and approved
the ALTA title supplement, Buyer may elect within the period allowed for Buyer's
approval of a survey to have an ALTA extended coverage owner's form of title
policy, in which event Buyer shall pay any additional premium attributable
thereto.

   (h)  Existing Leases and Tenancy Statements.  Seller shall within N/A days of
the Date of Agreement provide both Buyer and Escrow Holder with legible copies
of all leases, subleases or rental arrangements (collectively, "Existing
Leases") affecting the Property, and with a tenancy statement ("Estoppel
Certificate") in the latest form or equivalent to that published by the AIR,
executed by Seller and/or each tenant and subtenant of the Property.  Seller
shall use its best efforts to have each tenant complete and execute an Estoppel
Certificate.  If any tenant fails or refuses to provide an Estoppel Certificate
then Seller shall complete and execute an Estoppel Certificate for that tenancy.
Buyer has 10 days from the receipt of said Existing Leases and Estoppel
Certificates to satisfy itself with regard to the Existing Leases and any other
tenancy issues.

   (i)  Other Agreements.  Seller shall within 10 or N/A days of the Date of
Agreement provide Buyer with legible copies of all other agreements ("Other
Agreements") known to Seller that will affect the Property after Closing.  Buyer
has 10 days from the receipt of said Other Agreements to satisfy itself with
regard to such Agreements.

   (j)  Financing.  If paragraph 5 hereof dealing with a financing contingency
has not been stricken, the satisfaction or waiver of such New Loan contingency.

   (k)  Existing Notes.  If paragraph 3.1(c) has not been stricken, Seller shall
within 10 or N/A days of the Date of Agreement provide Buyer with legible copies
of the Existing Notes, Existing Deeds of Trust and related agreements
(collectively, "Loan Documents") to which the Property will remain subject after
the Closing.  Escrow Holder shall promptly request from the holders of the
Existing Notes a beneficiary statement ("Beneficiary Statement") confirming:
(1)  the amount of the unpaid principal balance, the current interest rate, and
the date to which interest is paid, and (2) the nature and amount of any
impounds held by the beneficiary in connection with such loan.  Buyer has 10
days from the receipt of the Loan Documents and Beneficiary Statements to
satisfy itself with regard to such financing.  Xxxxx's obligation to close is
conditioned upon Xxxxx being able to purchase the Property without acceleration
or change in the

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terms of any Existing Notes or charges to Buyer except as otherwise provided in
this Agreement or approved by Buyer, provided, however, Buyer shall pay the
transfer fee referred to in paragraph 3.2 hereof.

   (l)  Personal Property.  In the event that any personal property is included
in the Purchase Price, Buyer has 10 or N/A days from the Date of Agreement to
satisfy itself with regard to the title condition of such personal property.
Seller recommends that Buyer obtain a UCC-1 report.  Any such report shall be
paid for by Buyer, Seller shall provide Buyer copies of any liens or
encumbrances affecting such personal property that it is aware of within N/A
days of the Date of Agreement.

   (m)  Destruction, Damage or Loss.  There shall not have occurred prior to the
Closing, a destruction of, or damage or loss to, the Property or any portion
thereof, from any cause whatsoever, which would cost more than $10,000.00 to
repair or cure.  If the cost of repair or cure is $10,000.00 or less, Seller
shall repair or cure the loss prior to the Closing.  Buyer shall have the
option, within 10 days after receipt of written notice of a loss costing more
than $10,000.00 to repair or cure, to either terminate this transaction or to
purchase the Property notwithstanding such loss, but without deduction or offset
against the Purchase Price.  If the cost to repair or cure is more than
$10,000.00, and Buyer does not elect to terminate this transaction, Buyer shall
be entitled to any insurance proceeds applicable to such loss.  Unless otherwise
notified in writing, Escrow Holder shall assume no such destruction, damage or
loss has occurred prior to Closing.

   (n) Material Change.  Buyer shall have 10 days following receipt of written
notice of a Material Change within which to satisfy itself with regard to such
change.  "Material Change" shall mean a change in the status of the use,
occupancy, tenants, or condition of the Property that occurs after the date of
this offer and prior to the Closing.  Unless otherwise notified in writing,
Escrow Holder shall assume that no Material Change has occurred prior to the
Closing.

   (o)  Seller Performance.  The delivery of all documents and the due
performance by Seller of each and every undertaking and agreement to be
performed by Seller under this Agreement.

   (p)  Warranties.  That each representation and warranty of Seller herein be
true and correct as the Closing.  Escrow Holder shall assume that this condition
has been satisfied unless notified to the contrary in writing by any Party prior
to the closing.

   (q)  Brokerage Fee.  Payment at the Closing of such brokerage fee as is
specified in this Agreement or later written instructions to Escrow Holder
executed by Seller and Brokers ("Brokerage Fee").  It is agreed by the Parties
and Escrow Holder that Brokers are a third party beneficiary of this Agreement
insofar as the Brokerage Fee is concerned, and that no change shall be made with
respect to the payment of the Brokerage Fee specified in this Agreement, without
the written consent of Brokers.

   9.2  All of the contingencies specified in subparagraphs (a) through (p) of
paragraph 9.1 are for the benefit of, and may be waived by, Buyer, and may be
elsewhere herein referred to as "Buyer Contingencies."

   9.3  If any Buyer's Contingency or any other matter subject to Xxxxx's
approval is disapproved as provided for herein in a timely manner ("Disapproved
Item"), Seller shall have the right within 10 days following the receipt of
notice of Xxxxx's disapproval to elect to cure such Disapproved Item prior to
the Expected Closing Date ("Seller's Election").  Seller's failure to give to
Buyer within said 10 day period, written notice of Seller's commitment to cure
such Disapproved Item on or before the Expected Closing Date shall be
conclusively presumed to be Seller's Election not to cure such Disapproved Item.
If Seller elects, either by written notice or failure to give written notice,
not to cure a Disapproved Item, Buyer shall have the election, within 10 days
after Seller's Election to either accept title to the Property subject to such
Disapproved Item, or to terminate this transaction.  Xxxxx's election to
terminate this transaction.  Unless expressly provided otherwise herein,
Seller's right to cure shall not apply to the remediation of Hazardous Substance
Conditions or to the Financing Contingency.  Unless the Parties mutually
instruct otherwise, if the time periods for the satisfaction of contingencies or
for Seller's and Xxxxx's said Elections would expire on a date after the
expected Closing Date, the Expected Closing Date shall be deemed extended to
coincide with the expiration of 3 business days following the expiration of:
(a) the applicable contingency period(s), (b) the period within which the Seller
may elect to cure the Disapproved Item, or (c) if Seller elects not to cure, the
period within which Buyer may elect to proceed with this transaction, whichever
is later.

   9.4  Buyer understands and agrees that until such time as all Xxxxx's
Contingencies have been satisfied or waived, Seller and/or its agents may
solicit, entertain and/or accept back-up offers to purchase the subject
Property.

   9.5  The Parties acknowledge that extensive local, state and Federal
legislation establish broad liability upon owners and/or users of real property
for the investigation and remediation of Hazardous

                                       5


Substances. The determination of the existence of a Hazardous Substance
Condition and the evaluation of the impact of such a condition are highly
technical and beyond the expertise of Brokers. The Parties acknowledge that they
have been advised by Brokers to consult their own technical and legal experts
with respect to the possible presence of Hazardous Substances on this Property
or adjoining properties, and Buyer and Seller are not relying upon any
investigation by or statement of Brokers with respect thereto. The Parties
hereby assume all responsibility for the impact of such Hazardous Substances
upon their respective interests herein.

10. Documents Required at or before closing:

    10.1  Five days prior to the Closing date Escrow Holder shall obtain an
updated Title Commitment concerning the Property from the Title Company and
provide copies thereof to each of the Parties.

    10.2  Seller shall deliver to Escrow Holder in time for delivery to Buyer at
the Closing, an original ink signed:

       (a)  Xxxxx or general warranty deed, xxxx executed and in recordable
form, conveying fee title to the Property to Buyer.

       (b)  If paragraph 3.1(c) has not been stricken, the Beneficiary
Statements concerning Existing Note(s).

       (c)  If applicable, the Existing Leases and Other Agreements together
with duly executed assignments thereof by Xxxxxx and Xxxxx.  The assignment of
Existing Leases shall be on the most recent Assignment and Assumption of
Lessor's Interest in Lease form published by the AIR or its equivalent.

        (d)  If applicable, Estoppel Certificates executed by Seller and/or the
tenant(s) of the Property.

       (e)  An affidavit executed by Seller to the effect that Seller is not a
"foreign person" within the meaning of Internal Revenue Code Section 1445 or
successor statutes.  If Seller does not provide such affidavit in form
reasonably satisfactory to Buyer at least 3 business days prior to the Closing,
Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to
Internal Revenue Service such sum as is required by applicable Federal law with
respect to purchases from foreign sellers.

       (f)  If the Property is located in California, an affidavit executed by
Seller to the effect that Seller is not a "nonresident" within the meaning of
California Revenue and Tax Code Section 18662 or successor statutes.  If Seller
does not provide such affidavit in form reasonably satisfactory to Buyer at
least three business days prior to the Closing, Escrow Holder shall at the
Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such
sum as is required by such statute.

       (g)  If applicable, a bill of sale, duly executed, conveying title to any
included personal property to Xxxxx.

       (h)  If the Seller is a corporation, a duly executed corporate resolution
authorizing the execution of this Agreement and the sale of the Property.

    10.3   Buyer shall deliver to Seller through Escrow:

       (a)  The cash portion of the Purchase Price and such additional sums as
are required of Buyer under this Agreement for prorations, expenses and
adjustments.  The balance of the cash portion of the Purchase Price, including
Buyer's Escrow charges and other cash charges, if any, shall be deposited by
Buyer with Escrow Holder, by federal funds wire transfer, or any other method
acceptable to Escrow Holder as immediately collectable funds, no later than 2:00
P.M. on the business day prior to the Expected Closing Date.

       (b)  If a Purchase Money Note and Purchase Money Deed of Trust are called
for by this Agreement, the duly executed originals of those documents, the
Purchase Money Deed of Trust being in recordable form, together with evidence of
fire insurance on the improvements in the amount of the full replacement cost
naming Seller as a mortgage loss payee, and a real estate tax service contract
(at Buyer's expense), assuring Seller of notice of the status of payment of real
property taxes during the life of the Purchase Money Note.

       (c)  The Assignment and Assumption of Lessor's Interest in Lease form
specified in paragraph 10.2(c) above, duly executed by Xxxxx.

       (d)  Assumptions duly executed by Xxxxx of the obligations of Seller that
accrue after Closing under any Other Agreements.

       (e)  If applicable, a written assumption duly executed by Xxxxx of the
loan documents with respect to Existing Notes.

       (f)  If the Buyer is a corporation, a duly executed corporate resolution
authorizing the execution of this Agreement and the purchase of the Property.

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    10.4  At Closing, Escrow Holder shall cause to be issued to Buyer a standard
coverage (or ALTA extended, if elected under paragraph 9.1(g)) owner's form
policy of title insurance effective as of the Closing, issued by the Title
Company in the full amount of the Purchase Price, insuring title to the Property
vested in Buyer, subject only to the exceptions approved by Buyer.  In the event
there is a Purchase Money Deed of Trust in this transaction, the policy of title
insurance shall be a joint protection policy insuring both Buyer and Seller.

IMPORTANT:  IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO
OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE
PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY
BEING ACQUIRED.  A  NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAIN IN ORDER TO
ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.

11. Prorations and Adjustments.

    11.1  Taxes. Real property taxes and special assessment bonds payable by the
owner of the Property shall be prorated through Escrow as of the date of the
Closing, based upon the latest tax bill available.  The Parties agree to prorate
as of the Closing any taxes assessed against the Property by supplemental bill
levied by reason of events occurring prior to the Closing.  Payment shall be
made promptly in cash upon receipt of a copy of any such supplemental bill of
the amount necessary to accomplish such proration.

    11.2  Insurance. WARNING:  The insurance coverage which Seller maintained on
the Property will terminate on the Closing.  Buyer is advised to obtain
appropriate insurance to cover the Property.

    11.3  Rentals, Interest and Expenses.  Collected rentals, interest on
Existing Notes, utilities, and operating expenses shall be prorated as of the
date of Closing.  The Parties agree to promptly adjust between themselves
outside of Escrow any rents received after the Closing.

    11.4  Security Deposit.  Security Deposits held by Seller shall be given to
Buyer as a credit to the cash required of Buyer at the Closing.

    11.5  Post Closing Matters.  Any item to be prorated that is not determined
or determinable at the Closing shall be promptly adjusted by the Parties by
appropriate cash payment outside of the Escrow when the amount due is
determined.

    11.6  Variations in Existing Note Balances.  In the event that buyer is
taking title to the Property subject to an Existing Deed of Trust(s), and in the
event that a Beneficiary Statement as to the applicable Existing Note(s)
discloses that the unpaid principal balance of such Existing Note(s) at the
Closing will be more or less than the amount set forth in paragraph 3.1(c)
hereof ("Existing Note Variation"),then the purchase Money Note(s) shall be
reduced or increased by an amount equal to such Existing Note Variation.  If
there is to be no Purchase Money Note, the cash required at the Closing per
paragraph 3.1(a) shall be reduced or increased by the amount of such Existing
Note Variation.

    11.7  Variations in New Loan Balance.  In the event Buyer is obtaining a New
Loan and in the event that the amount of the New Loan actually obtained is
greater than the amount set forth in paragraph 5.1 hereof, the Purchase Money
Note, if one is called for in this transaction, shall be reduced by the excess
of the actual face amount of the New Loan over such amount as designated in
paragraph 5.1 hereof.

12. Representation and Warranties of Seller and Disclaimers.

    12.1 Seller's warranties and representations shall survive the Closing and
delivery of the deed for a period of three years, and, are true, material and
relied upon by Xxxxx and Brokers in all respects.  Seller hereby makes the
following warranties and representations to Buyer and Brokers:

       (a)  Authority of Seller.  Seller is the owner of the Property and/or has
the full right, power and authority to sell, convey and transfer the Property to
Buyer as provided herein, and to perform Seller's obligations hereunder.

       (b)  Maintenance During Escrow and Equipment Condition At Closing.
Except as otherwise provided in paragraph 9.1(m) hereof, Seller shall maintain
the Property until the Closing in its present condition, ordinary wear and tear
excepted.  The HVAC, plumbing elevators, loading doors and electrical systems
shall be in good operating order and condition at the time of Closing.

       (c)  Hazardous Substances/Storage Tanks.  Seller has no knowledge, except
as otherwise disclosed to Buyer in writing, of the existence or prior existence
on the Property of any Hazardous Substance, nor of the existence or prior
existence of any above or below ground storage tank.

                                       7


       (d)  Compliance.  Seller has no knowledge of any aspect or condition of
the Property which violates applicable laws, rules, regulations, codes or
covenants, conditions or restrictions, or of improvements or alterations made to
the Property without a permit where one was required, or of any unfulfilled
order or directive of any applicable governmental agency or casualty insurance
company requiring any investigation, remediation, repair, maintenance or
improvement be performed on the Property.

       (e)  Changes in Agreements.  Prior to the Closing, Seller will not
violate or modify any Existing Lease or Other Agreement, or create any new
leases or other agreements affecting the Property, without Buyer's written
approval, which approval will not be unreasonably withheld.

       (f)  Possessory Rights.  Seller has no knowledge that anyone will, at the
Closing, have any right to possession of the Property, except as disclosed by
this Agreement or otherwise in writing to Buyer.

       (g)  Mechanics' Liens.  There are no unsatisfied mechanics' or
materialmens' lien rights concerning the Property.

       (h)  Actions, Suits or Proceedings.  Seller has no knowledge of any
actions, suits or proceedings pending or threatened before any commission,
board, bureau, agency, arbitrator, court or tribunal that would affect the
Property or the right to occupy or utilize same.

       (i)  Notice of Changes.  Seller will promptly notify Buyer and Brokers in
writing of any Material Change (see paragraph 9.1(n)) affecting the Property
that becomes known to Seller prior to the Closing.

       (j)  No Tenant Bankruptcy Proceedings.  Seller has no notice or knowledge
that any tenant of the Property is the subject of a bankruptcy or insolvency
proceeding.

       (k)  No Seller Bankruptcy Proceedings.  Seller is not the subject of a
bankruptcy, insolvency or probate proceeding.

       (l)  Personal Property.  Seller has no knowledge that anyone will, at the
Closing, have any right to possession of any personal property included in the
Purchase Price nor knowledge of any liens or encumbrances affecting such
personal property, except as disclosed by this Agreement or otherwise in writing
to Buyer.

    12.2  Buyer hereby acknowledges that, except as otherwise stated in this
Agreement, Buyer is purchasing the Property in its existing condition and will,
by the time called for herein, make or have waived all inspections of the
Property Buyer believes are necessary to protect its own interest in, and its
contemplated use of, the Property.  The Parties acknowledge that, except as
otherwise stated in this Agreement, no representations, inducements, promises,
agreements, assurances, oral or written, concerning the Property, or any aspect
of the occupational safety and health laws, Hazardous Substance laws, or any
other act, ordinance or law, have been made by either Party or Brokers, or
relied upon by either Party hereto.

    12.3  In the event that Xxxxx learns that a Seller representation or
warranty might be untrue prior to the Closing, and Xxxxx elects to purchase the
Property anyway then, and in that event, Buyer waives any right that it may have
to bring an action or proceeding against Seller or Brokers regarding said
representation or warranty.

    12.4  Any environmental reports, soils reports, surveys, and other similar
documents which were prepared by third party consultants and provided to Buyer
by Seller or Seller's representatives, have been delivered as an accommodation
to Buyer and without any representation or warranty as  to the sufficiency,
accuracy, completeness, and/or validity of said documents, all of which Xxxxx
relies on at its own risk.  Xxxxxx believes said documents to be accurate, but
Xxxxx is advised to retain appropriate consultants to review said documents and
investigate the Property.

    13.  Possession.

Possession of the Property shall be given to Buyer at the Closing subject to the
rights of tenants under Existing Leases.

    14.  Buyer's Entry.

At any time during the Escrow period, Buyer, and its agents and representatives,
shall have the right at reasonable times and subject to rights of tenants, to
enter upon the Property for the purpose of making inspections and tests
specified in this Agreement.  No destructive testing shall be conducted,
however, without Seller's prior approval which shall not be unreasonably
withheld.  Following any such entry or work, unless otherwise directed in
writing by Xxxxxx, Xxxxx shall return the Property to the condition it was

                                       8


in prior to such entry or work, including the recompaction or removal of any
disrupted soil or material as Seller may reasonably direct. All such inspections
and tests and any other work conducted or materials furnished with respect to
the Property by or for Buyer shall be paid for by Buyer as and when due and
Buyer shall indemnify, defend, protect and hold harmless Seller and the Property
of and from any and all claims, liabilities, losses, expenses (including
reasonable attorneys' fees), damages, including those for injury to person or
property, arising out of or relating to any such work or materials or the acts
or omissions of Buyer, its agents or employees in connection therewith.

    15.  Further Documents and Assurances.

The Parties shall each, diligently and in good faith, undertake all actions and
procedures reasonably required to place the Escrow in condition for Closing as
and when required by this Agreement.  The Parties agree to provide all further
information, and to execute and deliver all further documents, reasonably
required by Xxxxxx Holder or the Title Company.

    16.  Attorneys' Fees.

If any Party or Broker brings an action or proceeding (including arbitration)
involving the Property, to enforce the terms hereof, or to declare rights
hereunder, the Prevailing Party (as hereafter defined) in any such proceeding,
action, or appeal thereon, shall be entitled to reasonable attorneys' fees.
Such fees may be awarded in the same suit or recovered in a separate suit,
whether or not such action or proceeding is pursued to decision or judgment.
The term "Prevailing Party" shall include, without limitation, a Party or Broker
who substantially obtains or defeats the relief sought, as the case may be,
whether by compromise, settlement, judgment, or the abandonment by the other
Party or Broker of its claim or defense.  The attorneys' fees award shall not be
computed in accordance with any court fee schedule, but shall be such as to
fully reimburse all attorneys' fees reasonably incurred.

    17.  Prior Agreements/Amendments.

         17.1  This Agreement supersedes any and all prior agreements between
Seller and Xxxxx regarding the Property.

         17.2  Amendments to this Agreement are effective only if made in
writing and executed by Xxxxx and Seller.

    18.  Broker's Rights.

         18.1  If this sale is not consummated due to the default of either the
[deleted] or Seller, the defaulting Party shall be liable to and shall pay to
Brokers the Brokerage Fee that Brokers would have received had the sale been
consummated.  If Buyer is the defaulting party, payment of said Brokerage Fee is
in addition to any obligation with respect to liquidated or other damages.

         18.2  Upon the Closing, Brokers are authorized to publicize the facts
of this transaction.


    19.  Notices.

         19.1  Whenever any Party, Escrow Holder or Brokers herein shall desire
to give or serve any notice, demand, request approval, disapproval or other
communication, each such communication shall be in writing and shall be
delivered personally, by messenger or by mail, postage prepaid, to the address
set forth in this Agreement or by facsimile transmission.

         19.2  Service of any such communication shall be deemed made on the
date of actual receipt if personally delivered. Any such communication sent by
regular mail shall be deemed given 48 hours after the same is mailed.
Communications sent by United States Express Mail or overnight courier that
guarantee next day delivery shall be deemed delivered 24 hours after delivery of
the same to the Postal Service or courier. Communications transmitted by
facsimile transmission shall be deemed delivered upon telephonic confirmation of
receipt (confirmation report from fax machine is sufficient), provided a copy is
also delivered via delivery or mail. If such communication is received on a
Saturday, Sunday or legal holiday, it shall be deemed received on the next
business day.

         19.3  Any Party or Broker hereto may from time to time, by notice in
writing, designate a different address to which, or a different person or
additional persons to whom, all communications are thereafter to be made.

                                       9


    20.  Duration of Offer.

         20.1 If this offer is not accepted by Seller on or before 5:00 P.M.
according to the time standard applicable to the city of Westlake Village on the
date of  September 29, 1999, it shall be deemed automatically revoked.

         20.2  The acceptance of this offer, or of any subsequent counteroffer
hereto, that creates an agreement between the Parties as described in paragraph
1.2, shall be deemed made upon delivery to the other Party or either Broker
herein of a duly executed writing unconditionally accepting the last outstanding
offer or counteroffer.

21.  LIQUIDATED DAMAGES.  (This Liquidated Damages paragraph is applicable only
if initiated by both Parties).

THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX,
PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY
SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED
FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED
TO LIQUIDATED DAMAGES IN THE AMOUNT OF $100,000.00.  UPON PAYMENT OF SAID SUM TO
SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY
ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.


                                      /S/HS                   /S/DB
                                 ---------------          ---------------
                                  Buyer Initials          Seller Initials

22.  ARBITRATION OF DISPUTES.  (This Arbitration of Disputes paragraph is
applicable only if initialed by both Parties.)

     22.1   ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED
DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY, SHALL BE
DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF THE
AMERICAN ARBITRATION ASSOCIATION ("COMMERCIAL RULES"). ARBITRATION HEARINGS
SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY SUCH CONTROVERSY
SHALL BE ARBITRATED BY THREE ARBITRATORS WHO SHALL BE IMPARTIAL REAL ESTATE
BROKERS WITH AT LEAST 5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE AREA WHERE THE
PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS
AGREEMENT. THEY SHALL BE APPOINTED UNDER THE COMMERCIAL RULES. THE ARBITRATORS
SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW, THE
INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS
THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PRE-
ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERICAL RULES
OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE EXECUTED
BY AT LEAST TWO OF THE THREE ARBITRATORS, BE RENDERED WITHIN 30 DAYS AFTER THE
CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE
PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD
IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY
DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.

    22.2  BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS
SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES
AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD
TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A
BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.

    22.3  NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF

                                       10


DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW
AND YOU ARE GIVING UP 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 SUCH RIGHTS ARE
SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE
TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED
TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR
AGREEMEDNT 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 "ARBITRATION OF DISPUTES" PROVISION TO
NEUTRAL ARBITRATION.



                                      /S/HS                   /S/DB
                                 ---------------          ---------------
                                  Buyer Initials          Seller Initials


23.  Miscellaneous.

     23.1  Binding Effect. This Agreement shall be binding on the Parties
without regard to whether or not paragraphs 21 and 22 are initialed by both of
the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only
if initialed by both Parties at the time that the Agreements is executed.

     23.2  Applicable Law. This Agreement shall be governed by, and paragraph
22.3 is amended to refer to, the laws of the state in which the Property is
located.

     23.3  Time of Essence.  Time is of the essence of this Agreement.

     23.4  Counterparts.  This Agreement may be executed by Xxxxx and Seller in
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.  Escrow Holder, after
verifying that the counterparts are identical except for the signatures, is
authorized and instructed to combine the signed signature pages on one of the
counterparts, which shall then constitute the Agreement.

     23.5  Waiver of Jury Trial. The Parties hereby waive their respective
rights to trial by jury in any action or proceeding involving the Property or
arising out of this Agreement.

24.  Disclosures Regarding The Nature of a Real Estate Agency Relationship.

     24.1  The Parties and Brokers agree that their relationship(s) shall be
governed by the principles set forth in the applicable sections of the
California Civil Code, as summarized in paragraph 24.2.

     24.2  When entering into a discussion with a real estate agent regarding a
real estate transaction, a Buyer or Seller should from the outset understand
what type of agency relationship or representation it has with the agent or
agents in the transaction.  Xxxxx and Xxxxxx acknowledge being advised by the
Brokers in this transaction, as follows:

          (a)  Seller's Agent.  A Seller's agent under a listing agreement with
the Seller acts as the agent for the Seller only. A Seller's agent or subagent
has the following affirmative obligations: (1) To the Seller. A fiduciary duty
of utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2)
To the Buyer and the Seller . a. Diligent exercise of reasonable skills and care
in performance of the agent's duties. b. A duty of honest and fair dealing with
good faith. c. A duty to disclose all facts known to the agent materially
affecting the value or desirability of the property that are not known to, or
within the diligent attention and observation of, the Parties. An agent is not
obligated to reveal to either Party any confidential information obtained from
the other Party which does not involve the affirmative duties set forth above.

          (b)  Xxxxx's Agent.  A selling agent can, with a Xxxxx's consent,
agree to act as agent for the Buyer only. In these situations, the agent is not
the Seller's agent, even if by agreement the agent may receive compensation for
services rendered, either in full or in part from the Seller. An agent acting
only for a Xxxxx has the following affirmative obligations. (1) To the Buyer: A
fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with
the Buyer. (2) To the Buyer and the Seller. a. Diligent exercise of reasonable
skills and care in performance of the agent's duties. b. A duty of honest and
fair dealing and good faith. c. A duty to disclose all facts known to
the agent materially affecting the value or

                                       11


desirability of the Property that are not known to, or within the diligent
attention and observation of, the Parties. An agent is not obligated to reveal
to either Party any confidential information obtained from the other Party which
does not involve the affirmative duties set forth above.

          (c)  Agent Representing Both Seller and Buyer.  A real estate agent,
either acting directly or through one or more associate licenses, can legally be
the agent of both the Seller and the Buyer in a transaction, but only with the
knowledge and consent of both the Seller and the Buyer. (1) In a dual agency
situation, the agent has the following affirmative obligations to both the
Seller and the Buyer. a. A fiduciary duty of utmost care, integrity, honesty and
loyalty in the dealings with either Seller or the Buyer. b. Other duties to the
Seller and the Buyer as stated above in their respective sections (a) or (b) of
this paragraph

    24.2. (2) In representing both Seller and Xxxxx, the agent may not without
the express permission of the respective Party, disclose to the other Party that
the Seller will accept a price less than the listing price or that the Buyer
will pay a price greater than the price offered. (3) The above duties of the
agent in a real estate transaction do not relieve a Seller or Buyer from the
responsibility to protect their own interests.  Buyer and Seller should
carefully read all agreements to assure that they adequately express their
understanding of the transaction. A real estate agent is a person qualified to
advise about real estate.  If legal or tax advise is desired, consult a
competent professional.

          (d)  Further Disclosures.  Throughout this transaction Buyer and
Seller may receive more than one disclosure, depending upon the number of agents
assisting in the transaction. Buyer and Seller should each read its contents
each time it is presented, considering the relationship between them and the
real estate agent in this transaction and that disclosure. Brokers have no
responsibility with respect to any default or breach hereof by either Party. The
liability (including court costs and attorneys' fees), of any Broker with
respect to any breach of duty, error or omission relating to this Agreement
shall not exceed the fee received by such Broker pursuant to this Agreement,
provided, however, that the foregoing limitation on each Broker's liability
shall not be applicable to any gross negligence or willful misconduct of such
Broker.

    24.3 Confidential Information:  Buyer and Seller agree to identify to
Brokers as "Confidential" any communication or information given Brokers that is
considered by such Party to be confidential.

25.  Construction of Agreement.  In construing this Agreement, all headings and
titles are for the convenience of the Parties only and shall not be considered a
party of this Agreement.  Whenever required by the context, the singular shall
include the plural and vice versa.  Unless otherwise specifically indicated to
the contrary, the word "days" as used in this Agreement shall mean and refer to
calendar days.  This Agreement shall not be construed as if prepared by one of
the parties, but rather according to its fair meaning as a whole, as if both
Parties had prepared it.

26.  Additional Provisions:
Additional provisions of this offer, if any, are as follows or are attached
hereto by an addendum consisting of paragraphs 27 through 29.

27.  Buyer to have 20 days from Date of Agreement (Contingency Period) to
inspect and approve all items under Contingencies No 9.1 thru 9.2. Item 9.3 is
not A PART OF THIS AGREEMENT.  Items 9.4 and 9.5 ARE A PART OF THIS AGREEMENT.

28. This Agreement and sale is subject to Xxxxx's Board of Director's approval.

ATTENTION:  NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH
IT RELATES.  THE PARTIES ARE URGED TO:

1.  SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
    AGREEMENT.
2.  RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF
    THE PROPERTY.  SAID INVESTIGATION SHOULD

                                       12


INCLUDE BUT NOT BE LIMITED TO:  THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,
THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND
OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE.

WARNING:  IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN
--------
PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF
THE STATE IN WHICH THE PROPERTY IS LOCATED.

NOTE:
1.  THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL
    PROPERTY.
2.  IF THE BUYER IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE
    SIGNED BY TWO CORPORATE OFFICERS.
The undersigned Xxxxx offers and agrees to buy the Property on the terms and
conditions stated and acknowledges receipt of a copy hereof.


                                                       
BROKER:                                                   BUYER:
Young Realtors                                            Townsgate Road LLC, a California Corporation

By:  /S/Xxxx Xxxxx          /Date/09-29-99                By:  /S/
Name Printed:  Xxxx Xxxxx                                 Name Printed:
Title:  President                                         Title:

By:  /S/Xxx Xxxxxxx                                       By:
Name Printed:  Xxx Xxxxxxx                                Name Printed:
Title:  Vice President                                    Title:
Address:  000 X. Xxxxxxxx Xxxx., Xx. 000                  Address:  00000 Xxxxxxx Xxxx., Xxxxx 000
                                                          Xxxxxxxx Xxxxx, XX  00000
000-000-0000                     000-000-0000             000-000-0000              000-000-0000
Telephone                        Facsimile                Telephone                 Facsimile


29. Acceptance.

    29.1  Seller accepts the foregoing offer to purchase the Property and hereby
agrees to sell the Property to Buyer on the terms and conditions therein
specified.

    29.2  Seller acknowledges that Brokers have been retained to locate a Buyer
and are the procuring cause of the purchase and sale of the Property set forth
in this Agreement.  In consideration of real estate brokerage service rendered
by Xxxxxxx, Xxxxxx agrees to pay Brokers a real estate Brokerage Fee in a sum
equal to In Esc% of the Purchase Price divided in such shares as said Brokers
shall direct in writing.  This Agreement shall serve as an irrevocable
instruction to Escrow Holder to pay such Brokerage Fee to Brokers out of the
proceeds accruing to the account of Seller at the Closing.

    29.3  Seller acknowledges receipt of a copy hereof and authorizes Brokers to
deliver a signed copy to Buyer.

NOTE:  A PROPERTY INFORMATION SHEET IS REQUIED TO BE DELIVERED TO BUYER BY
SELLER UNDER THIS AGREEMENT.


                                                       
BROKER:                                                   SELLER
Young Realtors                                            Jafra Cosmetics International, Inc.

By:  /S/Xxxx Xxxxx          /Date/10-15-99                By:  /S/Xxxxx X. Xxxxx, III
Name Printed:  Xxxx Xxxxx                                 Name Printed:  Xxxxx X. Xxxxx, III
Title:  President                                         Title:  Vice Chairman and General Counsel
                                                          Address:  0000 Xxxxxxxxx Xxxx
Xx:  /X/Xxx Xxxxxxx                                       Xxxxxxxx Xxxxxxx, XX  00000
                                                          000-000-0000                   000-000-0000


                                       13



                                                       
Name Printed:  Xxx Xxxxxxx                                Telephone                      Facsimile
Title:  Vice President                                    Federal ID No. 00-0000000
Address:  000 X. Xxxxxxxx Xxxx., Xx. 000



30.  As modified by that certain letter agreement dated October 25, 1999 and
executed by the Seller, Xxxxx and Xxxxxx.

                                       14


                            COMMISSION INSTRUCTIONS


Date:                 October 4, 1999
To:                   American Title Company
Escrow No:            11315-BAW
Property Address:
Unimproved Property - Townsgate Road, Westlake Village, CA  91361


From funds accruing to the account of the undersigned, upon the close of the
above numbered escrow only, for services rendered and commission due, you are to
pay the following persons and/or firms the following sums:


                                                                   
Young
Realtors............................................................  $102,000.00
000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxxxxx, XX  00000
Attn:  Xxx Xxxxxxx


               TOTAL COMMISSION BEING PAID .......................... $102,000.00


I/WE HEREBY IRREVOCABLY ASSIGN TO THE BROKER(S) NAMED ABOVE A PORTION OF MY
SALES PROCEEDS IN AN AMOUNT EQUAL TO THE COMMISSION SET FORTH ABOVE.  THIS
ASSIGNMENT PROVIDES FOR THE DISBURSEMENT OF SAID COMMISSION TO THE BROKER(S) BY
ESCROW HOLDER UPON CLOSE OF ESCROW.  THESE ESCROW COMMISSION INSTRUCTIONS MAY
NOT BE AMENDED OR REVOKED WITHOUT THE WRITTEN CONSENT OF THE BROKER(S) HEREIN.

Jafra Cosmetics International, Inc., a Delaware corporation


By:                                         By:
    --------------------------------           ---------------------------------
    Xxxxx X. Xxxxx XXX, Vice
    Chairman and General Counsel


EXHIBIT ONE



Lot 3, Tract No. 1921-2, in the City of Thousand Oaks, County of Ventura, State
of California, as per map recorded in Book 51 pages 85 to 88, inclusive, of
Maps, in the office of the County Recorder of said County.

EXCEPT ALL oil, gas and other hydrocarbon substances lying within and under that
portion of said land, lying below a depth of 500 feet, measured vertically, from
the surface of said land, without however, any right to enter upon the surface
of said land, nor into that portion of the subsurface thereof, lying above a
depth of 500 feet, measured vertically from said surface.

ALSO EXCEPTING that position of said Lot 3 described as follows:

Beginning at a point in that certain course shown as having a bearing and length
of N 00 28' 36" E. 267.63 feet in the Westerly line of Lot 4 of said tract, said
point being distant thereon N 00 28' 36" E, 243.38 feet from the Southerly
terminus thereof; thence S 51 D5' 06" E. 1180.82 feet to the Southeasterly line
of said Lot 3; thence along said Southeasterly line N 41 38' 14" E, 1.16 feet to
the Southwesterly line of Parcel 1 described in the deed to the State of
California recorded in Book 2788, page 272 of Official Records in said office;
thence Northwesterly along said Southwesterly line and the Southwesterly line of
Parcel 5 described in said deed to the Westerly line of Lot 14 in Block 14,
Thousand Oaks Tract, as per map recorded in Book 8, page 73 of Maps in said
county; thence along said Westerly line and along the Westerly line of Lot 15 S
00 29' 26" W, 24.25 feet to the Northwesterly prolongation of that certain
course hereinabove described as having a bearing of  S 51 05' 06" E; thence
along said prolongation S 51 05' 06" E, 265.50 feet to the point of beginning.


                ADDITION AND/OR AMENDMENT TO ESCROW INSTRUCTIONS



To:                American Title Company
Date:              October 28, 1999
Escrow No.:        11315-BAW
Property Address:  vacant land, Westlake Village, CA  91361

The instructions in this escrow are hereby modified, amended and/or supplemented
in the following particulars only:

The undersigned Buyer hereby removes all contingencies in the above-numbered
escrow.

It is mutually agreed by the undersigned Xxxxx and Seller that the closing date
for the property described in the above-numbered escrow is hereby amended to:

                         On or before December 1, 1999

As consideration for the closing date extension shown above, the undersigned
Xxxxx hereby agrees to pay Seller a maximum of $9,750.00.  Escrow Holder is
hereby authorized and instructed to calculate the amount to be charged to Buyer
and credit to Seller as per the following:  Escrow Holder is instructed to
charge Buyer the sum of $650.00 per day from November 16, 1999 to (but not
including) the date of close of escrow.  The undersigned Xxxxx hereby agrees
that said sum will be deposited into escrow along with all other closing funds
required prior to the close of escrow.

Escrow Holder is further instructed to charge the commission due Young Realtors
an amount equal to one-half of Xxxxx's cost for the extension, but not to exceed
$4,875.00.  This amount shall be credited to Xxxxxx, at close of escrow, toward
Xxxxx's cost in this matter.

These instructions may be executed in counterparts, all of which when taken
together, shall be deemed to be the instrument.  I have received a copy of these
instructions as evidenced by my signature below.

ALL OTHER TERMS AND CONDITIONS OF THE INSTRUCTIONS DRAWN FOR THE ABOVE-NUMBERED
ESCROW ARE TO REMAIN THE SAME.



Townsgate Road LLC, a California corporation


By:                                              By:
   -------------------------                        -------------------------
   Xxxxxxx Xxxxxxxx                                 Xxxx Xxxxxxxx

Jafra Cosmetics, Inc., a California corporation


By:                                              By:         /S/DJB
   -------------------------                        -------------------------
   Xxxxx X. Xxxxx XXX, Vice Chairman
   And General Counsel


The undersigned Xxxxxx hereby joins in the execution of this escrow instruction
for the purpose of authorizing the $4,875.00 payment described hereinabove.


Young Realtors


By:
   ---------------------------------
   (authorized signature)