FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT FIRST AMENDMENT made and entered into this 31st day of January 1997, by and between JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY ("Seller") and ARDEN REALTY LIMITED PARTNERSHIP ("Buyer"); WITNESSETH THAT:...

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

	FIRST AMENDMENT made and entered into this 31st day of 
January 1997, by and between XXXX XXXXXXX MUTUAL LIFE INSURANCE 
COMPANY ("Seller") and ARDEN REALTY LIMITED PARTNERSHIP 
("Buyer");

WITNESSETH THAT:

	WHEREAS, Seller and Buyer executed a Purchase and Sale 
Agreement dated January 10, 1997 (the "Agreement"), pursuant to 
which Buyer has agreed to purchase the premises known as 00000 
Xxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx (the "Premises"), 
as more fully described in the Agreement; and

	WHEREAS, Buyer and Seller wish to amend the terms of the 
Agreement;

	NOW, THEREFORE, in consideration of mutual covenants 
hereinafter set forth, the Agreement is amended as follows:

	1.	Extension of Date of Closing.  Section 3 of the 
Agreement is hereby amended to change the Date of 
Closing to February 28, 1997.

	2.	Inspections and Approvals.  Section 4 of the Agreement 
is hereby amended to extend the Review Period until 
February 14, 1997.

	3.	Miscellaneous.  Except as hereby amended, Buyer and 
Seller hereby ratify, confirm and adopt the Agreement 
as amended by this First Amendment.  Time remains of 
the essence.


	IN WITNESS WHEREOF, the parties hereto have caused these 
presents to be executed as of the day and year first above 
written.

				SELLER:

  		XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY

		By:/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title:Investment Officer

		BUYER:
 
 	ARDEN REALTY LIMITED PARTNERSHIP,
 	a Maryland limited partnership

  By:  ARDEN REALTY GROUP, INC.,
       a Maryland corporation,
       its sole general partner

  By: /s/ Xxxxxx X. Xxxxxxx
  Name: Xxxxxx X. Xxxxxxx
		Title: President