DOMINGUEZ NORTH COMPTON, CA

EXHIBIT 10.11

SUMMARY
PURCHASE AND SALE AGREEMENT BETWEEN THE COMPANY AND PRU-OMA JOINT VENTURE

The Purchase and Sale Agreement dated May 29, 1997, between the Company and
Pru-Oma Joint Venture (the "Pru-Oma Agreement") is substantially identical to
the Purchase and Sale Agreement dated May 29, 1997, between the Company and The
Prudential Insurance Company of America covering Texas properties, which was
filed with the Company's Form 10Q for the second quarter of 1997 (the "Filed
Agreement"). Material differences between the Pru-Oma Agreement and the Filed
Agreement are set forth below.

- Description of the property to be sold under the Pru-Oma Agreement:
see the attached Exhibit A

- Purchase price for that property: $43,523,688

- Required deposit: $221,833

EXHIBIT A
PRU-OMA JOINT VENTURE, A CALIFORNIA GENERAL PARTNERSHIP

XXXXXXXXX NORTH
COMPTON, CA

The land referred to in this survey is in the state of California, county of Los
Angeles, and is described as follows:

000 XXXX XXXX:

PARCEL A

Parcel 3 of Parcel Map No. 12806, in the city of Compton, as per map filed in
Book 129 Page 52 of parcel maps, in the office of the County Recorder of said
county.

PARCEL B

An appurtenant easement for light and air, which easement shall remain at all
times unobstructed from ground to sky by the construction, installation or
maintenance of any building or structure over the easterly 15.00 feet of Parcel
2 of Parcel Map 12806, in the city of Compton, as per map filed in Book 129 Page
52 of parcel maps, in the office of the County Recorder of said county.

PARCEL C

An appurtenant easement for surface drainage purposes over the easterly 10.00
feet of parcel 2 of parcel map 12806, in the city of Xxxxxxx, as per map filed
in Book 129 Page 52 of parcel maps, in the office of the County Recorder of said
county.

PARCEL D

An appurtenant easement for light and air, which easement shall remain at all
times unobstructed from ground to sky by the construction, installation or
maintenance of any building or structure over the westerly 45.00 feet of Parcel
8 of Parcel Map 11376, in the city of Xxxxxxx, as per map filed in Book 112
Pages 28 through 32 of parcel maps, in the office of the County Recorder of said
county, lying adjacent to Parcel 3 of Parcel Map 12806, as per map recorded in
Book 129 Page 52 of said parcel map.

000 XXXX XXXX:

PARCEL A

Parcel 2 of Parcel Map No. 12806, in the city of Xxxxxxx, as per map filed in
Book 129 Page 52 of parcel maps, in the office of the County Recorder of said
county.

Excepting and reserving therefrom, with the right to grant to others, an
easement for light and air, which easement shall remain at all times
unobstructed from ground to sky, by the construction, installation, or
maintenance of any building or structure over the easterly 15.00 feet and over
the northerly 27.00 feet of the easterly 69.92 feet thereof.

Also excepting and reserving therefrom, with the right to grant to others, an
easement for surface drainage purposes over the easterly 10.00 feet thereof.

PARCEL B

An easement for light and air, which easement shall remain at all times
unobstructed from ground to sky, by the construction, installation, or
maintenance of any building or structure over the easterly 60.00 feet of Parcel
1 of Parcel Map No. 12806.

PARCEL C

An easement for building footing purposes over the easterly 2.00 feet of Parcel
1 of Parcel Map No. 12806.

PARCEL D

An easement for surface drainage purposes over the easterly 10.00 feet of Parcel
1 of Parcel Map No. 12806.

PARCEL E

An easement for surface drainage purposes over the westerly 10.00 feet of Parcel
3 of Parcel Map No. 12806.

PARCEL F

An easement for railroad spur track purposes over a portion of Parcel 3, of said
Parcel Map No. 12806, described as follows:

Beginning at the intersection of the westerly line of said parcel with the
southerly line of the northerly 15.00 feet of said parcel; thence south 01
degree 59 minutes 45 seconds east along said last mentioned westerly line 20.44
feet to a point in a curve concave southeasterly and having a radius of 372.24
feet, a radial line to said curve passing through said point bears south 11
degrees 47 minutes 56 seconds east; thence easterly along said curve 63.69 feet
through a central angle of 09 degrees 48 minutes 11 seconds; thence tangent to
said curve north 88 degrees 00 minutes 15 seconds east, 60.00 feet to the
beginning of a tangent curve concave northwesterly and having a radius of 392.24
feet; thence easterly along said curve 56.45 feet through a central angle of 08
degrees 14 minutes 46 seconds; thence tangent to said curve north 79 degrees 45
minutes 29 seconds east, 76.31 feet to a point in said southerly line of the
northerly 15.00 feet of said parcel 3 distant thereon north 88 degrees 00
minutes 15 seconds east, 255.16 feet from the point of beginning; thence along
said southerly line south 88 degrees 00 minutes 15 seconds west, 255.16 feet to
the point of beginning.

PARCEL G

An easement for surface drainage and subsurface storm drain purposes over that
portion of Parcel 3 of Parcel Map No. 12806, lying northerly of a line parallel
with and distant 45.00 feet, measured at right angles, from that portion of the
northerly line of said Parcel 3 shown as "North 88 degrees 00 minutes 15 seconds
east, 285.80 feet."

000 XXXX XXXX:

PARCEL A

Parcel 1 of Parcel Map No. 12806, in the city of Compton, as per map filed in
Book 129 Page 52 of parcel maps, in the office of the County Recorder of said
county.

PARCEL B

An easement for light and air, which easement shall remain at all times
unobstructed from ground to sky, by the construction, installation or
maintenance of any building or structure over the easterly 60.00 feet of Parcel
10 of Parcel Map No. 11376, in the city of Compton, as per map filed in Book 112
Pages 28 through 32 inclusive of parcel maps, in the office of the County
Recorder of said county.

PARCEL C

An easement for surface drainage purposes over the easterly 10.00 feet of Parcel
10 of said Parcel Map No. 11376.

000 XXXX XXXX:

PARCEL A

Parcel 10 of Parcel Map No. 11376, in the city of Xxxxxxx, as per map filed in
Book 112 Pages 28 through 32 inclusive of parcel maps, in the office of the
County Recorder of said county.

PARCEL B

PARCEL C

An easement for light and air, with the right to grant to others, which easement
shall remain at all times unobstructed from ground to sky, by the construction,
installation or maintenance of any building or structure over the easterly 60.00
feet of Parcel 1 of Parcel Map No. 10760, in the city of

Compton, as per map filed in Book 106 Page 95 of parcel maps, in the office of
the County Recorder of said county.

000 XXXX XXXXXXXX:

PARCEL 8

Parcel 8 of Parcel Map No. 11376, in the city of Xxxxxxx, as per map filed in
Book 112 Pages 28 to 32 inclusive of parcel maps, in the office of the County
Recorder of said county.

000 XXXX XXXXXXXX:

Parcel 1, as shown on a Parcel Map 11376, as per map filed in Book 112 Pages 28
to 32 inclusive of parcel maps, in the office of the County Recorder of said
county.

Except therefrom all mineral, oil, gas, hydrocarbon and other similar substances
within or under, or which may be produced from said parcel and the right to
produce and remove all such substances and rights from said parcel, and to drill
under or through said parcel; provided, however, that such reservations shall
not entitle grantor, or its successors or assigns to any right of entry upon the
surface of said parcel or any portion thereof, or within a depth of 500.00 feet;
below the surface thereof, as excepted and reserved to the grantor therein, in
deed executed by Xxxxxx Estate Company, a California corporation, recorded
November 1, 1978 as Instrument No. 78-1219760.

000 XXXX XXXXXXXX:

PARCEL 2

Parcel 2, in the city of Xxxxxxx, as shown on a Parcel Map No. 11376, filed in
Book 112 pages 28 to 32 inclusive of parcel maps, in the office of the County
Recorder of said county.

000 XXXX XXXXXXXX:

PARCEL 3

Parcel 3 of Parcel Map 11376, in the city of Xxxxxxx, as per map filed in Book
112 pages 28 to 32 inclusive of parcel maps, in the office of the county
recorder of said county.

000 XXXX XXXXXXXX:

PARCEL 4

Parcel 4 of Parcel Map No. 11376, in the city of Compton, as per map filed in
Book 112 Pages 28 to 32 inclusive of parcel maps, in the office of the County
Recorder of said county.

Except therefrom, with the right to grant to others, an easement for light and
air, which easement shall remain at all times unobstructed from ground to sky by
the construction, installation or maintenance of any building or structure over
the easterly 60.00 feet thereof.

Also except therefrom, with the right to grant to others, an easement for
railroad spur track purposes over that portion of the hereinabove described
property more particularly described as follows:

Beginning at the intersection of the westerly line of said Parcel 4 with the
southerly line of the 30.00 foot easement of southern pacific transportation
company, recorded on January 2, 1973 as Instrument No. 1529; thence easterly
along said southerly line 90.12 feet; thence southwesterly in a direct line to a
point in said westerly line, distant thereon south 01 degree 59 minutes 45
seconds east 12.94 feet from the point of beginning; thence along said westerly
line north 01 degree 59 minutes 45 seconds west 12.94 feet to the point of
beginning.

Also except therefrom, with the right to grant to others, an easement for
surface drainage purposes over the southerly 50.00 feet of the northerly 80.00
feet of the easterly 30.00 feet thereof.

605-660 VICTORIA:

PARCEL A

Parcel 2 of Parcel Map No. 10760, in the city of Compton, as per map filed in
Book 106 Page 95 of parcel maps, in the office of the County Recorder of said
county.

Except therefrom all water, mineral, oil, gas, hydrocarbon and other similar
substances within or under, or which may be produced from said land, and also
the rights to produce and remove all such substances and rights from said land,
and to drill under or through said parcels; provided, however, that such
reservation shall not entitle any right of entry upon the surface of said land
or any portion thereof, or within a depth of 500.00 feet below the surface
thereof, as reserved in the deed from Xxxxxx Estate Company, recorded September
30, 1976 as Instrument No. 880.

685 VICTORIA:

PARCEL A

Parcel 3 of Parcel Map No. 10760, in the city of Xxxxxxx, as per map filed in
Book 106 Page 95 of parcel maps, in the office of the County Recorder of said
county.

Also except therefrom, with the right to grant to others, an easement for light
and air, which easement shall remain at all times unobstructed from ground to
sky, by the construction, installation or maintenance of any building or
structures over the easterly 60.00 feet and the northerly 20.00 feet thereof.

Also except therefrom, with the right to grant to others, an easement for
building footings over the northerly 2.00 feet and the easterly 2.00 feet
thereof.

Also except therefrom, with the right to grant to others, an easement for
surface drainage over the easterly 10.00 feet thereof.

Also except therefrom, with the right to grant to others, an easement for
pedestrian access purposes, which easement shall remain at all times
unobstructed over the northerly 4.00 feet thereof.

Parcel 2:

An easement for light and air, which easement shall remain at all times
unobstructed from ground to sky, by the construction, installation or
maintenance of any building or structure over the easterly 20.00 feet of Parcel
1 of Parcel Map 8411, in the city of Compton, as per map filed in Book 86 Page
40 of parcel maps, in the office of the County Recorder of said county.

FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT ("First
Amendment") is entered into as of July 7, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and Pru-Oma Joint
Venture, a California general partnership ("Seller").

RECITALS

A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997 (the "Agreement"), for the purchase and sale
of real property designated as "INDUSTRIAL PACKAGE SALE - XXXXXXXXX INDUSTRIAL
PARK" as more particularly described on Exhibit A to the Agreement, together
with certain personal property, lease interests and intangible property, all as
more particularly described in the Agreement.

B. Buyer and Seller now desire to modify the Agreement as provided
herein.

C. Capitalized terms in this First Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:

1. DUE DILIGENCE PERIOD. The expiration date of the Due Diligence
Period is extended from July 7, 1997 to and including July 22, 1997. In
addition, the date "July 7, 1997" where it appears in Section 4.3 of the
Agreement is deleted and replaced with the phrase "the end of the Due Diligence
Period".

2. CLOSING DATE. Seller acknowledges that the Closing Date has been
extended until September 30, 1997 (i.e., the Option Closing Date) pursuant to
Election Notice duly given by Buyer.

3. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this First Amendment and the terms and
conditions of the Agreement, the terms and conditions of this First Amendment
shall govern and control the rights and obligations of the parties hereto.

4. EFFECT OF FIRST AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.

5. COUNTERPARTS. This First Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This First
Amendment may be executed via telecopied signatures with original signatures to
follow.

IN WITNESS WHEREOF, Buyer and Seller have executed this First
Amendment as of the date first above written.

BUYER

MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation

By:
------------------------------

Its:
------------------------------

SELLER

PRU-OMA JOINT VENTURE,
a California general partnership

By: The Prudential Insurance Company Of
America, a New Jersey corporation
Its: General Partner

By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President

SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Second
Amendment") is entered into as of July 22, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and Pru-Oma Joint
Venture, a California general partnership ("Seller").

RECITALS

A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, and that certain First Amendment thereto
dated as of July 7, 1997 (the "First Amendment") (jointly, the "Agreement"), for
the purchase and sale of real property designated "INDUSTRIAL PACKAGE SALE -
XXXXXXXXX INDUSTRIAL PARK", as more particularly described on Exhibit A to the
Agreement, together with certain personal property, lease interests and
intangible property, all as more particularly described in the Agreement.

B. Buyer and Seller now desire to modify the Agreement as provided
herein.

C. Capitalized terms in this Second Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:

1. DUE DILIGENCE PERIOD. The expiration date of the Due Diligence
Period is extended from July 22, 1997 to and including August 5, 1997.

2. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this Second Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Second Amendment
shall govern and control the rights and obligations of the parties hereto.

3. EFFECT OF SECOND AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.

4. COUNTERPARTS. This Second Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This Second
Amendment may be executed via telecopied signatures with original signatures to
follow.

IN WITNESS WHEREOF, Buyer and Seller have executed this Second
Amendment as of the date first above written.

BUYER

MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation

By:
------------------------------
Xxxxxx X. Xxxxxx
Secretary

SELLER

PRU-OMA JOINT VENTURE,
a California general partnership

By: The Prudential Insurance Company Of
America, a New Jersey corporation
Its: General Partner

By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President

THIRD AMENDMENT TO
PURCHASE AND SALE AGREEMENT

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Third
Amendment") is entered into as of August 5, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and Pru-Oma Joint
Venture, a California general partnership ("Seller").

RECITALS

A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, that certain First Amendment thereto dated
as of July 7, 1997, and that certain Second Amendment thereto dated July 22,
1997 (collectively, the "Agreement"), for the purchase and sale of real
property designated "INDUSTRIAL PACKAGE SALE - XXXXXXXXX INDUSTRIAL PARK", as
more particularly described on Exhibit A to the Agreement, together with certain
personal property, lease interests and intangible property, all as more
particularly described in the Agreement.

B. Buyer and Seller now desire to modify the Agreement as provided
herein.

C. Capitalized terms in this Third Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:

1. DUE DILIGENCE PERIOD. The expiration date of the Due Diligence
Period is extended from August 5, 1997 to and including August 20, 1997.

2. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this Third Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Third Amendment
shall govern and control the rights and obligations of the parties hereto.

3. EFFECT OF THIRD AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.

4. COUNTERPARTS. This Third Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This Third
Amendment may be executed via telecopied signatures with original signatures to
follow.

IN WITNESS WHEREOF, Buyer and Seller have executed this Third
Amendment as of the date first above written.

BUYER

MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation

By:
------------------------------
Xxxxxx X. Xxxxxx
Its: Secretary

SELLER

PRU-OMA JOINT VENTURE,
a California general partnership

By: The Prudential Insurance Company Of
America, a New Jersey corporation
Its: General Partner

By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President

FOURTH AMENDMENT TO
PURCHASE AND SALE AGREEMENT

THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Fourth
Amendment") is entered into as of August 20, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and Pru-Oma Joint
Venture, a California general partnership ("Seller").

RECITALS

A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, that certain First Amendment thereto dated
as of July 7, 1997, that certain Second Amendment thereto dated July 22, 1997,
and that certain Third Amendment thereto dated August 5, 1997 (collectively, the
"Agreement"), for the purchase and sale of real property designated "INDUSTRIAL
PACKAGE SALE - XXXXXXXXX INDUSTRIAL PARK", as more particularly described on
Exhibit A to the Agreement, together with certain personal property, lease
interests and intangible property, all as more particularly described in the
Agreement.

B. Buyer and Seller now desire to modify the Agreement as provided
herein.

C. Capitalized terms in this Fourth Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:

1. DUE DILIGENCE PERIOD. The expiration date of the Due Diligence
Period is extended from August 20, 1997 to and including August 26, 1997.

2. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this Fourth Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Fourth Amendment
shall govern and control the rights and obligations of the parties hereto.

3. EFFECT OF FOURTH AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.

4. COUNTERPARTS. This Fourth Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This Fourth
Amendment may be executed via telecopied signatures with original signatures to
follow.

IN WITNESS WHEREOF, Buyer and Seller have executed this Fourth
Amendment as of the date first above written.

BUYER

MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation

By:
------------------------------
Xxxxxx X. Xxxxxx
Its: Secretary

SELLER

PRU-OMA JOINT VENTURE,
a California general partnership

By: The Prudential Insurance Company Of
America, a New Jersey corporation
Its: General Partner

By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President

FIFTH AMENDMENT TO
PURCHASE AND SALE AGREEMENT

THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Fifth
Amendment") is entered into as of September 5, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and Pru-Oma Joint
Venture, a California general partnership ("Seller").

RECITALS

A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, that certain First Amendment thereto dated
as of July 7, 1997, that certain Second Amendment thereto dated July 22, 1997,
that certain Third Amendment thereto dated August 5, 1997, and that certain
Fourth Amendment thereto dated August 20, 1997 (collectively, the "Agreement"),
for the purchase and sale of real property designated "INDUSTRIAL PACKAGE SALE -
XXXXXXXXX INDUSTRIAL PARK", as more particularly described on Exhibit A to the
Agreement, together with certain personal property, lease interests and
intangible property, all as more particularly described in the Agreement.

B. Buyer and Seller now desire to modify the Agreement as provided
herein.

C. Capitalized terms in this Fifth Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:

1. DUE DILIGENCE PERIOD. The expiration date of the Due Diligence
Period is extended from September 5, 1997 to and including September 15, 1997.

2. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this Fifth Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Fifth Amendment
shall govern and control the rights and obligations of the parties hereto.

3. EFFECT OF FIFTH AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.

4. COUNTERPARTS. This Fifth Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This Fifth
Amendment may be executed via telecopied signatures with original signatures to
follow.

IN WITNESS WHEREOF, Buyer and Seller have executed this Fifth
Amendment as of the date first above written.

BUYER

MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation

By:
------------------------------
Xxxxx Xxxxxx
Its: Vice President

SELLER

PRU-OMA JOINT VENTURE,
a California general partnership

By: The Prudential Insurance Company Of
America, a New Jersey corporation
Its: General Partner

By:
------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Vice President

SIXTH AMENDMENT TO
PURCHASE AND SALE AGREEMENT

THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Sixth
Amendment") is entered into as of September 8, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and Pru-Oma Joint
Venture, a California general partnership ("Seller").

RECITALS

A. Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, that certain First Amendment thereto dated
as of July 7, 1997, that certain Second Amendment thereto dated July 22, 1997,
that certain Third Amendment thereto dated August 5, 1997, that certain Fourth
Amendment thereto dated August 20, 1997, and that certain Fifth Amendment
thereto dated September 5, 1997 (collectively, the "Agreement"), for the
purchase and sale of real property designated "INDUSTRIAL PACKAGE SALE -
XXXXXXXXX INDUSTRIAL PARK", as more particularly described on Exhibit A to the
Agreement, together with certain personal property, lease interests and
intangible property, all as more particularly described in the Agreement.

B. Buyer and Seller now desire to modify the Agreement as provided
herein.

C. Capitalized terms in this Sixth Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:

1. PURCHASE PRICE ADJUSTMENT. The total Purchase Price for the
Property is reduced to Forty-One Million Five Hundred Thirty-Two Thousand Six
Hundred Thirty and No/100 Dollars ($41,532,630.00).

2. NON-FOREIGN STATUS AFFIDAVIT. Buyer and Seller acknowledge and
agree that (i) the form of non-foreign status affidavit attached to the
Agreement and labelled as "EXHIBIT J" is hereby relabelled as "EXHIBIT J-1" in
accordance with Section 6.4(g) of the Agreement and (ii) the form of affidavit
to be signed by Seller setting forth that Seller is not subject to withholding
pursuant to Section 26131 of the California Revenue and Taxation Code, which
form was to be attached to the Agreement as EXHIBIT J-2 in accordance with
Section 6.4(g) thereof but was inadvertently omitted, is attached hereto as
EXHIBIT A.

3. DESIGNATED EMPLOYEES. Buyer and Seller hereby acknowledge and
agree that the persons to be listed on EXHIBIT P to the Agreement, which persons
comprise the Designated Employees in accordance with Section 8.3.3 of the
Agreement for all projects comprising the Property, are those persons set forth
on EXHIBIT B attached hereto.

4. BUYER'S AUDIT RIGHTS. The second sentence of Section 14.16 of
the Agreement is hereby amended to replace the reference therein to "EXHIBIT Q"
with "EXHIBIT R".

5. XXXX OF SALE. Buyer and Seller acknowledge that the form of Xxxx
of Sale attached to the Agreement between EXHIBIT C-1 and EXHIBIT E-1 thereto,
which form is unlabelled, is the form of Xxxx of Sale referred to as EXHIBIT D
in Section 6.4(b) of the Agreement.

6. ENVIRONMENTAL REPORTS OR SURVEYS. Buyer and Seller hereby agree
that the listing of certain environmental reports or surveys relating to the
Property attached hereto as EXHIBIT C replaces EXHIBIT Q to the Agreement.

7. ASSIGNMENT OF OPERATING AGREEMENTS. Notwithstanding the terms
and provisions of that certain Assignment of Operating Agreements to be executed
by Buyer and Seller with respect to the project comprising the Property (the
"Assignment") pursuant to the Agreement, Seller and Buyer hereby agree that only
those operating agreements set forth on SCHEDULE A to such Assignment that are
cancellable upon thirty (30) days' notice shall be assigned by Seller and
assumed by Buyer pursuant to such Assignment. The assignment and assumption of
any operating agreement listed on such SCHEDULE A which is not so cancellable
shall be void AB INITIO. The terms and provisions of this Paragraph 7 of this
Sixth Amendment shall survive the Closing.

8. CONFLICT IN TERMS. In the event of any conflict or inconsistency
between the terms and conditions of this Sixth Amendment and the terms and
conditions of the Agreement, the terms and conditions of this Sixth Amendment
shall govern and control the rights and obligations of the parties hereto.

9. EFFECT OF SIXTH AMENDMENT. Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.

10. COUNTERPARTS. This Sixth Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. This Sixth
Amendment may be executed via telecopied signatures with original signatures to
follow.

IN WITNESS WHEREOF, Buyer and Seller have executed this Sixth
Amendment as of the date first above written.

BUYER

MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation

By:
------------------------------
Xxxxxx X. Xxxxxx
Its: Secretary

SELLER

PRU-OMA JOINT VENTURE,
a California general partnership

By: The Prudential Insurance Company Of
America, a New Jersey corporation
Its: General Partner

By:
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Xxxxxxx X. Xxxxxxxx
Its: Vice President

YEAR WITHHOLDING EXEMPTION CERTIFICATE FOR CALIFORNIA FORM
19__ REAL ESTATE SALES (For use by sellers of California real estate) 590-RE

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File this form with your withholding agent or buyer. Withholding agent's name

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Seller's name

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Seller's address (number and street) Seller's daytime telephone number

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City State Zip Code

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Read the following carefully and check the box that applies to the seller:

\ \ CERTIFICATE OF RESIDENCY -- INDIVIDUALS:
I am a resident of California and I reside at the address shown above.

\ \ CERTIFICATE OF PRINCIPAL RESIDENCE -- INDIVIDUALS:
The California real property located at
qualifies as my principal
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residence within the meaning of the Internal Revenue Code Section 1034.

\ \ CORPORATIONS:
The above-named corporation has a permanent place of business in California
at the address shown above or is qualified to do business in California.

\ \ PARTNERSHIPS:
The above-named entity is a partnership and the recorded title to the
property is in the name of the partnership. The partnership will file a
California return to report the sale and will withhold on foreign and
domestic nonresident partners when required.

\ \ LIMITED LIABILITY COMPANIES (LLCS):
The above-named entity is an LLC and the recorded title to the property is
in the name of the LLC. The LLC will file a California return to report
the sale and will withhold on foreign and domestic nonresident partners
when required.

\ \ TAX-EXEMPT ENTITIES AND NONPROFIT ORGANIZATIONS:
The above-named entity is exempt from tax under California or federal law.

\ \ IRREVOCABLE TRUSTS:
At least one trustee of the above-named irrevocable trust is a California
resident. The trust will file a California fiduciary return reporting the
sale and will withhold on foreign and domestic nonresident beneficiaries
when required.

\ \ CERTIFICATE OF RESIDENCY OF DECEASED PERSON -- ESTATES:
I am the executor of the above-named person's estate. The decedent was a
California resident at the time of death. The estate will file a California
fiduciary return reporting the sale and will withhold on foreign and
domestic nonresident beneficiaries when required.

\ \ BANK:
The above-named entity is a bank or a bank acting as a fiduciary for a
trust. beneficiaries when required.

CERTIFICATE: Please complete and sign below.

Under penalties of perjury, I hereby certify that the information provided
herein is, to the best of my knowledge, true and correct. If conditions change,
I will promptly inform the withholding agent.

Seller's name and title (type or print)
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Seller's social security number, California corporation number,
FEIN or California Secretary of State file number
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(NOTE: Failure to provide your identification number will render this
certificate void.)

Seller's signature Date
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For Privacy Act Notice, see form FTB 1131 (individuals only).

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Table of Contents

DOMINGUEZ NORTH COMPTON, CA

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