1 EXHIBIT 10.1 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS ("AGREEMENT") is made and entered into as of NOVEMBER 6, 1996, by and...

EXHIBIT 10.1

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND JOINT ESCROW INSTRUCTIONS

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW
INSTRUCTIONS ("AGREEMENT") is made and entered into as of NOVEMBER 6, 1996, by
and between THE VONS COMPANIES, INC., a Michigan corporation ("SELLER"), and
PACIFIC GULF PROPERTIES INC., a Maryland corporation ("BUYER"), with reference
to the following facts:

A. Seller is a general partner of the owner of certain real property (the
"LAND") located in the City of San Diego, San Diego County, California, more
particularly described on EXHIBIT "A" attached hereto. The Land is improved
with buildings containing approximately three hundred fifty thousand (350,000)
square feet and apparatus, equipment and appliances used in connection with the
operation or occupancy of the Land and said buildings, such as heating and air
conditioning systems and facilities used to provide utility services to the Land
and said buildings, and on-site parking (collectively, the "IMPROVEMENTS").

B. Seller desires to sell to Buyer and Buyer desires to purchase from
Seller on the terms and conditions of this Agreement the Land, the Improvements,
and all of Seller's right, title and interest in and to all rights, privileges
and easements appurtenant to the Land, including, without limitation, all
minerals, oil, gas and other hydrocarbon substances on and under and that may be
produced from the Land, as well as all development rights, land use
entitlements, including, without limitation, building permits, licenses, permits
and certificates, utilities commitments, air rights, water, water rights,
riparian rights, and water stock relating to the Land and any rights-of-way or
other appurtenances used in connection with the beneficial use and enjoyment of
the Land and all of Seller's right, title and interest in and to all roads,
easements, rights of way, and alleys adjoining or servicing the Land
(collectively, the "APPURTENANCES"), and certain intangible property identified
on EXHIBIT "F" (the "INTANGIBLE PROPERTY"). All of the Land, the Improvements,
the Appurtenances and the Intangible Property are collectively referred to
herein as the "PROPERTY".

TERMS, CONDITIONS AND ESCROW HOLDER'S INSTRUCTIONS

1. Purchase and Sale. Subject to the terms and conditions of this
Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from
Seller, the Property.

2. Purchase Price and Opening of Escrow.

2.1 Purchase Price. The purchase price for the Property (the
"PURCHASE PRICE") shall be Seventeen Million One Hundred Thousand Dollars
($17,100,000.00) and shall be payable by Buyer as follows:

2.1.1 Upon the Opening of Escrow (as defined in Section 2.2),
Buyer shall deposit or cause to be deposited with Escrow Holder (as defined in
Section 2.2) in cash, or certified or cashier's check made payable to Escrow
Holder, the sum of One Hundred Thousand Dollars ($100,000.00) (the "INITIAL
DEPOSIT"). Upon Escrow Holder's receipt of the Initial Deposit, Escrow Holder
shall immediately invest the Initial Deposit in an interest-bearing account of a
federally insured bank or savings and loan with all interest accruing thereon
credited to the Purchase Price upon the Close of Escrow (as defined in Section
5). The Initial Deposit shall be non-refundable to Buyer except in the event (i)
that Buyer terminates this Agreement during the Investigation Period (as defined
in Section 3. 1) pursuant to Section 3 in which event Escrow Holder shall return
the Initial Deposit to Buyer, or (ii) of Seller's default or of a failure of a
condition precedent under Section 4 for any reason not the fault of Buyer, in
either of which events Escrow holder shall disburse the Initial Deposit and all
interest earned thereon pursuant to Section 14.

2.1.2 If Buyer does not terminate this Agreement during the
Investigation Period (as defined in Section 3.1), then on the first day
following the Investigation Period Buyer shall deposit with Escrow Holder in
cash, or by certified or cashier's check made payable to Escrow Holder, the
additional sum of Fifty Thousand Dollars ($50,000.00) (the "ADDITIONAL
DEPOSIT"). Upon Escrow Holder's receipt of the Additional deposit, Escrow Holder

Execution
San Diego, CA (Miramar DistCntr)

-1-

shall immediately invest the Additional Deposit in an interest-bearing account
of a federally insured bank or savings and loan association, with all interest
accruing thereon credited to the Purchase Price upon the Close of Escrow (as
defined in Section 5). The Additional Deposit shall be non-refundable to Buyer
except in the event of Seller's default or of a failure of a condition precedent
under Section 4 for any reason not the fault of Buyer, in either of which events
Escrow Holder Seller shall disburse the Additional Deposit and all interest
earned thereon in accordance with Section 14. The Initial Deposit and the
Additional Deposit are referred to herein collectively as the "DEPOSITS".

2.1.3 Prior to the Close of Escrow (as defined in Section 5)
Buyer shall deposit with Escrow Holder the remainder of the Purchase Price in
such a manner that Escrow Holder may collect the funds without delay of the
Close of Escrow (as defined in Section 5). Upon the Close of Escrow, Escrow
Holder shall apply the Deposits and all interest earned thereon to the payment
of the Purchase Price and any other sums required to be paid by Buyer under this
Agreement.

2.2 Opening of Escrow. Promptly following full execution of this
Agreement, Seller and Buyer shall open an escrow (the "ESCROW") for the
transaction with First American Title Insurance Company located at ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ("ESCROW HOLDER") by delivering a fully
signed original, or signed counterparts, of this Agreement to Escrow Holder.
Escrow shall be deemed to have opened on the date (the "OPENING OF ESCROW") that
Seller and Buyer receive from Escrow Holder the escrow number for the Escrow.
Promptly following Opening of Escrow, Buyer shall deposit the Initial Deposit
with Escrow Holder and Escrow Holder shall draw escrow instructions in
conformance with this Agreement. Escrow Holder shall notify Buyer and Seller in
writing of the date of the Opening of Escrow.

3. Investigation of the Property.

3.1 Investigation Period. Buyer shall have until 5:00 p.m. on the
day which is thirty (30) days following the Opening of Escrow (the
"INVESTIGATION PERIOD") to perform any and all investigations which Buyer deems
necessary to determine whether Buyer will purchase the Property, including,
without limitation, physical inspection of the Property, investigations with
respect to the existing zoning and use restrictions and phase I environmental
matters.

3.1.1 Seller hereby grants to Buyer, its agents and
contractors during the Investigation Period a limited license (the
"INVESTIGATIONS LICENSE") to enter upon the Property to conduct such surveys,
studies and investigations (collectively "INVESTIGATIONS") as Buyer deems
necessary, provided that in performing such Investigations Buyer shall not
(except as may be necessary for soils investigation or environmental
investigation, in either event with Seller's prior written consent) excavate or
otherwise disturb the condition of the Property. Buyer's conduct of the
Investigations shall not unreasonably interfere with Seller's business
operations on the Property. Prior to performing any of the Investigations, Buyer
shall obtain any and all permits or authorizations (including, without
limitation, the payment of all applicable fees) required by any public body or
agency in connection therewith. Buyer shall indemnify, defend, and hold Seller
and the Property harmless from and against all damage, loss or liability
(including, without limitation, reasonable attorneys' fees and costs of court
and mechanic's liens or claims) or claims or assertions thereof arising out of
or in connection with the entry onto the Property by Buyer and its agents and
contractors in the performance of the Investigations. The foregoing indemnity
shall survive the termination or expiration of this Agreement. After any entry,
Buyer shall promptly restore the Property to the same condition as before Buyer
entered upon the Property. The Investigations License shall be revocable by
Seller at any time (but only with good cause) by written notice to Buyer and
shall automatically expire upon expiration of the Investigation Period unless
Buyer either fails to deliver the Termination Notice (as defined in Section 3.2)
and is deemed to have elected to proceed with the transaction or Buyer elects by
written notice to Seller and Escrow Holder prior to the expiration of the
Investigation Period to continue with the transaction in either of which events
the Investigation License shall continue in force until the earlier to occur of
(i) termination of the Escrow or (ii) the Close of Escrow.

3.1.2 Promptly following the Opening of Escrow, Seller shall
make available in Seller's offices in Arcadia, California for inspection by
Buyer a copy of all information which Seller has in its possession or control
with respect to the Property (collectively, "SELLER'S INFORMATION"), including
any physical and environmental studies and reports, surveys, title

Execution
San Diego, CA (Miramar DistCntr)

-2-

insurance policies, plans and specifications, service contracts, maintenance
records and contracts, and operating expense statements (including tax and
utility bills) for 1995 and year to date 1996. Buyer shall have the right to
inspect and audit Seller's Information in Seller's offices upon not less than
twenty-four (24) hours prior notice to Seller. Except as otherwise expressly set
forth in this Agreement, Buyer acknowledges and agrees that Seller's
presentation of Seller's Information is made without representation or warranty,
express or implied, as to the accuracy, completeness, truth or other property of
the Seller's Information and that Buyer's agreement to close Escrow and purchase
the Property shall be based solely on its own inspections, investigations and
analysis.

3.1.3 Buyer agrees to maintain workers' compensation and
comprehensive general liability insurance policies to cover its activities on
the Property and to keep the Property free and clear of all mechanics' and
materialmans' liens arising out of any activities conducted pursuant to this
Agreement. At least five (5) days before entering on the Property for any
reason, Buyer shall deliver to Seller a certificate of insurance complying with
the terms of this paragraph. The liability insurance policy shall have a
combined liability limit of not less than Two Million Dollars ($2,000,000.00)
bodily injury and property damage liability, shall be primary and
noncontributing with any insurance which may be carried by Seller, and shall
name Seller as an additional insured by an endorsement approved by Seller. The
insurance policies shall be maintained and kept in effect by Buyer, at Buyer's
sole expense, at all times during the term of the Investigations License. The
insurance policies shall provide that they may not be canceled or modified
without at least fifteen (15) days' prior written notice to Seller.

3.2 Right to Terminate. Buyer may terminate this Agreement in its
sole discretion by written notice (the "TERMINATION NOTICE") received by Seller
and Escrow Holder at any time during the Investigation Period.

3.2.1 If Seller receives the Termination Notice during the
Investigation Period, then:

3.2.1.1 On the date Seller receives the Termination
Notice, the Escrow shall automatically terminate without further action by
either party;

3.2.1.2 Buyer, upon Seller's request, shall deliver to
Seller and Escrow Holder an agreement signed by Buyer and in recordable form
which acknowledges that this Agreement is terminated;

3.2.1.3 Neither Seller nor Buyer shall have any further
rights, obligations or claims under this Agreement except for Buyer's
indemnification obligation under Section 3.1(a) and Buyer's right to the return
of the Deposits and all interest accrued thereon;

3.2.1.4 Any cloud on title or lien against the Property
which may have been created by Buyer's deposit of the Initial Deposit or payment
of any other sum under this Agreement shall wholly cease; and

3.2.1.5 Buyer shall pay all third party documented
charges (other than attorneys' fees which shall remain the responsibility of the
party which incurs such fees) which Buyer, Seller, Escrow Holder and Title
Company incurred in direct connection with this transaction. Such charges shall
include, without limitation, the cost of the preliminary title report, all
escrow charges and all courier and express delivery charges.

3.2.2 If Seller does not receive the Termination Notice during the
Investigation Period, then on or before the date that is the ninetieth (90th)
day (subject to extension for up to fifteen (15) additional days, if necessary,
to allow Seller to remove from title the lien of the deed of trust shown as
Exception No. 14 in the PTR (as defined in Section 9)) following the Opening of
Escrow (the "CLOSING DATE") Escrow Holder shall close the purchase of the
Property.

3.2.3 Notwithstanding anything in this Agreement to the contrary, to
induce Buyer to enter into this Agreement and to expend the time and resources
necessary to evaluate the Property and possibly forego other opportunities while
doing so, Seller hereby grants to Buyer the rights to terminate this Agreement
provided herein. Such expenditures of time and resources and possible loss of
opportunity by Buyer constitute adequate consideration for Seller's remaining
bound by this Agreement notwithstanding such termination rights in Buyer.

Execution
San Diego, CA (Miramar DistCntr)

-3-

4. Conditions Precedent to Close of Escrow. If buyer does not deliver the
Termination Notice prior to the expiration of the Investigation Period, then the
Close of Escrow (as defined in Section 5) and the parties' obligations under
this Agreement shall be thereafter be subject only to satisfaction of the
conditions set forth below within the time periods specified. If a specified
condition is not satisfied within the applicable time period provided below,
then the party for whose benefit the condition is drawn (the "BENEFITED PARTY")
may terminate this Agreement by written notice to the other party and to Escrow
Holder. The Benefited Party may waive any or all of the conditions, in whole or
in part, without prior notice to the other party or Escrow Holder. No waiver of
a condition shall constitute a waiver by the Benefited Party of any of its
rights or remedies, at law or in equity, if the other party shall be in default
of its covenants, representations or warranties under this Agreement.

4.1 Delivery of Documents. For each parties' benefit, the other
party shall have signed and acknowledged all documents and instruments and
delivered same and all monies to Escrow Holder as required in Sections 6 and 7.

4.2 Issuance of Title Policy. For Buyer's benefit, Buyer shall
receive title insurance on the Property from First American Title Insurance
Company (the "TITLE COMPANY"). At the Close of Escrow (as defined in Section 5)
the Title Company shall be committed to issue the Title Policy (as defined in
Section 9).

4.3 Buyer's Conditions. The following are conditions for Buyer's
benefit:

4.3.1 All of Seller's representations and warranties contained
in or made pursuant to this Agreement shall remain true and correct as of the
Close of Escrow.

4.3.2 Other than as Buyer may discover or as Seller may
disclose to Buyer during the Investigation Period, as of the Close of Escrow
there shall be no litigation or administrative agency or other governmental
proceeding, pending or threatened, which after Close of Escrow would materially
adversely affect the value of the Property or the ability of the Buyer to
operate the Property, and no proceedings shall be pending or threatened which
would cause the redesignation or other modification of the zoning classification
of, or of any building or environmental code requirements applicable to, the
Property or any portion thereof.

4.3.3 There shall have been no material adverse change in or
addition to the information or items reviewed and approved by Buyer during the
Investigation Period.

4.3.4 The approval by Buyer's Executive Committee during the
Investigation Period of the transactions contemplated by this Agreement.

All approvals described in this Section 4 and elsewhere in this Agreement
shall be according to the reasonable good faith judgment of the approving party.

5. Close of Escrow. The term "CLOSE OF ESCROW" as used in this Agreement
shall mean the date upon which the grant deed transferring title to the Property
to Buyer in accordance with this Agreement is recorded in the Official Records
of San Diego County, California. The Close of Escrow shall occur no later than
one hundred five (105) days following the Opening of Escrow, unless otherwise
agreed to in writing by Buyer and Seller.

As of the Close of Escrow, Buyer shall have made its own independent
investigations and studies of the Property and, except as expressly provided in
this Agreement, Buyer will be relying thereon and on the advice of its
consultants concerning the purchase of the Property. Buyer agrees that except
with regard to any representations or warranties expressly set forth herein,
Buyer is acquiring the Property in its present "AS IS, WHERE IS" condition WITH
ANY AND ALL FAULTS. Buyer's agreement to close escrow and purchase the Property,
except as expressly provided in this Agreement, is based solely on its own
inspections, investigations and analysis, without any warranty on the part of
Seller as to the condition of the Property, its suitability for any use or the
fitness of the Property for development.

6. Seller's Delivery to Escrow. Seller hereby covenants and agrees to
deliver or cause to be delivered to Escrow no later than 12:00 o'clock noon on
the last business day

Execution
San Diego, CA (Miramar DistCntr)

-4-

immediately before the Close of Escrow the following instruments and documents,
the delivery of each of which shall be a condition to the Close of Escrow:

6.1 Grant Deed. A grant deed in the form attached hereto as EXHIBIT
"B" (the "GRANT DEED"), duly executed and acknowledged by Seller in recordable
form, conveying title to the Property to Buyer, subject only to those
encumbrances and exceptions to title approved, or deemed approved, by Buyer
pursuant to Section 9 below;

6.2 IRC Affidavit. An affidavit executed by Seller that Seller is
not a foreign person pursuant to Section 1445 of the United States Internal
Revenue Code, in the form attached hereto as EXHIBIT "D" (the "IRC AFFIDAVIT")
and California Franchise Tax Board Form 590 (the "FORM 590");

6.3 Assignment of Intangible Property. An assignment of intangible
property in the form attached hereto as EXHIBIT "F" (the "ASSIGNMENT"), duly
executed and acknowledged by Seller, transferring the Intangible Property to
Buyer;

6.4 Closing Statement. A counterpart of the Closing Statement (as
defined in Section 11.2.4) duly executed by Seller;

6.5 Licenses and Permits. If available, originals of the building
permits and certificates of occupancy for the Improvements and all occupied
space within the Improvements;

6.6 Keys. All keys to the Property; and

6.7 Other Required Instruments. Such other instruments or
instructions required by this Agreement or that Escrow Holder may reasonably
request in order to consummate the contemplated transaction.

7. Buyer's Delivery to Escrow. Buyer hereby covenants and agrees to
deliver or cause to be delivered to Escrow Holder before the Close of Escrow, in
such a manner that there shall be no delay of the Close of Escrow, the following
instruments and documents, the delivery of each of which shall be a condition to
the Close of Escrow:

7.1 Purchase Price. The balance of the Purchase Price after
application of the Initial Deposit, the Additional Deposit, and all interest
earned thereon, plus any additional funds that are required to pay charges
payable by Buyer under this Agreement in order to close the Escrow;

7.2 Closing Statement. A counterpart of the Closing Statement (as
defined in Section 11.2.4) duly executed by Buyer; and

7.3 Other Required Instruments. Such other instruments or
instructions required by this Agreement or that Escrow Holder may reasonably
request in order to consummate the contemplated transaction.

8. Cooperation in Effecting an Exchange. Seller hereby reserves the right,
at any time prior to the Close of Escrow, to assign Seller's rights and
obligations under this Agreement to a third-party intermediary and/or enter into
other transactions for the purpose of effecting a simultaneous or
non-simultaneous tax deferred exchange pursuant to Section 1031 of the Internal
Revenue Code of 1986 and like-conforming statutes of the State of California.
Buyer hereby consents to such an assignment and other transactions, subject to
the fulfillment of the terms and conditions contained in this Agreement. Buyer
agrees to cooperate with Seller in the exchange transaction; provided, however,
Buyer shall have no obligation to incur any out-of-pocket cost or expense with
respect to such transaction, all of which shall be paid by Seller; and provided
further that Buyer shall incur no liability in or as a result of any such
exchange transaction. No such exchange shall release Seller from any duty or
liability under this Agreement.

9. Title Policy. At the Close of Escrow Title Company shall issue and
deliver to Buyer (with a copy to Seller) an ALTA extended coverage owner's
policy of title insurance (rev. 10/17/90 with Form 1 coverage) (the "TITLE
POLICY") in the amount of the Purchase Price insuring good and marketable fee
simple title to the Property vested in Buyer, free and clear of all

Execution
San Diego, CA (Miramar DistCntr)

-5-

encumbrances and other exceptions ("TITLE EXCEPTIONS"), excepting only those
reasonably approved by Buyer during the Investigation Period (in which event the
list of encumbrances and exceptions attached hereto as EXHIBIT "C" as of the
execution date of this Agreement (the "PTR") shall be removed and replaced by
Escrow Holder with a list of the Title Exceptions so approved by Buyer) or if
Buyer fails or refuses to give notice to Seller and Escrow Holder during the
Investigation Period regarding which Title Exceptions are approved by Buyer,
then the list of encumbrances and exceptions attached hereto as EXHIBIT "C" on
the date of execution of this Agreement by both parties shall be deemed approved
by Buyer) and the matters set forth in the instruments to be recorded pursuant
to this Agreement at the Close of Escrow. The Title Policy shall provide full
coverage against mechanics' and materialmens' liens and shall be endorsed to
include, to the extent required by Buyer, CLTA 100 (modified for an owner),
101.4, 103.7, 116, 116.1, 116.4, 116.7 and such other endorsements as Buyer may
reasonably require, including without limitation, any endorsements required as a
condition to Buyer's approval of any Title Exceptions (the "ENDORSEMENTS").
Notwithstanding the foregoing, Buyer shall be deemed to have approved all liens
to secure payment of general and special real property taxes not delinquent and
the lien of supplemental taxes assessed pursuant to Chapter 3.5 commencing with
Section 75 of the California Revenue and Taxation Code. Anything contained
herein to the contrary notwithstanding and notwithstanding any approval or
consent given by Buyer hereunder, Seller shall acquire title to the Property
prior to the Close of Escrow and shall cause the exceptions to title shown as
items 13 through 19, inclusive, on the PTR and all mortgages, deeds of trust and
other monetary encumbrances in favor of Seller or arising from Seller's actions,
including, without limitation, all mechanic's liens related to any work
commenced or requested by Seller prior to the Close of Escrow, to be released
and reconveyed from the Property on or prior to the Close of Escrow and shall
cause the Title Company to insure title to the Property as vested in Buyer
without any exception for such matters.

10. Eminent Domain or Taking; Casually.

10.1 Eminent Domain.

10.1.1 Taking. If, prior to the Close of Escrow, any portion
of the Property is taken by eminent domain or otherwise (or is the subject of a
pending, threatened or contemplated taking which has not been consummated), then
Buyer shall have the option, in its sole and absolute discretion, to terminate
such Escrow and this Agreement upon written notice to Seller and Escrow Holder
given not later than ten (10) days after Buyer is notified of such taking.

10.1.2 Election to Terminate. If Buyer elects to terminate
such Escrow and this Agreement, then Escrow Holder shall promptly thereafter
return to each party all funds and documents deposited by that party into such
Escrow, including the return of the Deposits to Buyer and all interest earned
thereon, and neither party shall have any further rights or obligations
hereunder with respect to such Escrow or this Agreement, except the payment of
escrow cancellation fees which shall be borne equally by the parties and title
company costs which shall be borne by Seller.

10.1.3 Election to Proceed. If Buyer does not elect to
terminate this Agreement, then Seller shall assign and turnover, effective upon
the Close of Escrow, and Buyer shall be entitled to receive and keep, all awards
made by the condemning authority for the taking of the Property which accrue to
Seller and the parties shall proceed to close such Escrow pursuant to the terms
hereof, without modification of the terms of this Agreement and without any
reduction in the Purchase Price. Unless or until such Escrow and this Agreement
are terminated, Seller shall take no action with respect to any eminent domain
proceeding with respect to the Property without the prior written consent of
Buyer.

10.2 Casualty.

10.2.1 Damage or Destruction. In the event any of the Property
is damaged and/or destroyed by fire or other casualty prior to the Close of
Escrow, and the cost to repair and/or restore such damage and/or destruction
exceeds One Hundred Thousand Dollars ($100,000.00), then Buyer shall have the
option, in its sole and absolute discretion, to terminate the Escrow and this
Agreement upon written notice to Seller and Escrow Holder given not later than
ten (10) days after Buyer is notified of such occurrence and of the cost of such
repair and/or restoration.

Execution
San Diego, CA (Miramar DistCntr)

-6-

10.2.2 Election to Terminate. If Buyer elects to terminate the
Escrow and this Agreement under Section 10.2.1, then Escrow Holder shall
promptly thereafter return to each party all funds and documents deposited by
that party into such Escrow, including the return of the Deposits to Buyer and
all interest earned thereon, and neither party shall have any further rights or
obligations hereunder with respect to the Escrow or this Agreement, except that
Buyer and Seller shall each pay one-half (1/2) of any Escrow cancellation fee
and Seller shall pay any Title Company cancellation charge.

10.2.3 Election to Proceed. In the event any of the Property
is damaged and/or destroyed by fire or other casualty prior to the Close of
Escrow where (a) the cost to repair and/or restore such damage and/or
destruction does not exceed One Hundred Thousand Dollars ($100,000.00), or (b)
the cost to repair and/or restore such damage and/or destruction exceeds One
Hundred Thousand Dollars ($100,000.00), but Buyer does not terminate the Escrow
and this Agreement pursuant to Section 10.2.1, then Seller shall assign and turn
over, effective upon the Close of Escrow, and Buyer shall be entitled to receive
and keep, all insurance proceeds on account of such damage and/or destruction,
and the parties shall proceed to close the Escrow pursuant to the terms hereof,
without modification of the terms of this Agreement and without any reduction in
the Purchase Price; provided, however, that Buyer shall receive a credit against
the Purchase Price for any cost of repair not covered by such insurance (whether
by reason of insurance deductible, co-insurance, uninsured casualty or
otherwise).

10.2.4 Settlement of Claim. Unless and until the Escrow and
this Agreement are terminated, Seller shall take no action with respect to any
insurance applicable to such damage and/or destruction without the prior written
consent of Buyer.

11. Escrow Provisions.

11.1 General Provisions. Notwithstanding anything to the contrary
contained in this Agreement, the General Provisions of Escrow Holder attached
hereto as EXHIBIT "E" are incorporated by reference to the extent they are not
inconsistent with the provisions of this Agreement. If there is any
inconsistency between the provisions of those General Provisions and any of the
provisions of this Agreement, then the provisions of this Agreement shall
control. If any requirements relating to the duties or obligations of Escrow
Holder are unacceptable to Escrow Holder, or if Escrow Holder requires
additional instructions, then the parties agree to make any deletions,
substitutions and additions as Buyer and Seller shall mutually approve and which
do not materially alter the terms of this Agreement. Any supplemental
instructions shall be signed only as an accommodation to Escrow Holder and shall
not be deemed to modify or amend the rights of Buyer or Seller as between Buyer
and Seller unless the supplemental instructions expressly so provide.

11.2 Prorations.

11.2.1 Taxes and Assessments. Real property taxes and
assessments on the Property shall be prorated between Buyer and Seller as of the
Close of Escrow based on the actual number of days in the month the transfer
occurs and the most current statement available to Escrow Holder. If any
supplemental real estate taxes are levied for any period preceding the Close of
Escrow and the ▇▇▇▇ for such supplemental taxes is received after the Close of
Escrow, then the parties will, immediately after issuance of the supplemental
real estate tax ▇▇▇▇, prorate between themselves, in cash, without interest and
to the date of the Close of Escrow, the supplemental real estate taxes shown by
the ▇▇▇▇; provided, however, that interest shall accrue on the amount so due at
the rate per annum of two percent (2%) over the "prime rate" (as announced from
time to time in the Wall Street Journal) from the date demand is received to the
date of payment if payment is not made within ten (10) business days after
demand therefor is received.

11.2.2 Utility Charges. Seller shall cause all the utility
meters to be read as of the date of the Close of Escrow and will be responsible
for the cost of all utilities used prior to the Close of Escrow.

11.2.3 Other Apportionments. Annual or periodic permit and/or
inspection fees and other recurring costs associated with the Property
(calculated on the basis of the period covered) shall be apportioned as of the
Close of Escrow.

Execution
San Diego, CA (Miramar DistCntr)

-7-

11.2.4 Closing Statement. Escrow Holder shall prepare and
Seller and Buyer shall jointly approve, execute and deliver to Escrow Holder
prior to the Close of Escrow a closing statement (the "CLOSING STATEMENT") for
the transaction contemplated by this Agreement.

11.2.5 Post-Closing Reconciliation. If any of the aforesaid
prorations cannot be definitely calculated as of the Close of Escrow, then
Escrow Holder shall estimate such prorations in the Closing Statement at the
Close of Escrow and definitely calculated as soon after the Close of Escrow as
feasible. Either party owing the other party a sum of money based upon such
subsequent proration(s) shall promptly pay such sum to the other party in cash
without interest; provided, however, that interest shall accrue on the amount so
due at the rate per annum of two percent (2%) over the "prime rate" (as
announced from time to time in the Wall Street Journal) from the date demand is
received to the date of payment if payment is not made within ten (10) business
days after demand therefor is received.

11.3 Payment of Costs. Seller shall pay the documentary transfer tax
or similar tax imposed in connection with the transfer of title whether
determined by the value of the consideration given by Buyer or otherwise. Seller
shall also pay for the Preliminary Report, the CLTA portion of the premium for
the Title Policy and any prepayment fee or other charge payable in connection
with any payoff of monetary encumbrances. Buyer shall pay any additional premium
necessary to obtain the Title Policy in ALTA form, the cost of all Endorsements
and the cost of the ALTA survey. Seller and Buyer shall each pay one-half (1/2)
of all recording fees and all Escrow fees and costs. All other costs and charges
of the Escrow not otherwise provided for in this Agreement shall be allocated in
accordance with the closing customs for the County where the Property is
located. Buyer and Seller shall each be responsible for their respective legal
fees to negotiate, execute and implement this Agreement. Escrow Holder shall
notify Buyer and Seller of their respective shares of such fees and costs at
least three (3) business days prior to the Close of Escrow.

11.4 Recordation of Documents. When all of the conditions of Section
4 and Section 5 has been satisfied or waived, Escrow Holder shall cause the
Grant Deed to be recorded in the Official Records.

11.5 Delivery. Upon the Close of Escrow, Escrow Holder shall:

11.5.1 Original Documents. Deliver to Buyer the original IRC
Affidavit, the original Form 590 and the original Assignment, with a copy of
each document to Seller;

11.5.2 Purchase Price. Deliver to Seller all amounts deposited
in Escrow by Buyer in payment of the Purchase Price, less Seller's share of
Escrow closing costs and prorations;

11.5.3 Closing Statement. A counterpart of the Closing
Statement executed by Buyer to Seller, and a counterpart of the Closing
Statement executed by Seller to Buyer;

11.5.4 Keys and Permits. To the extent not delivered directly
to Buyer by Seller, the keys, licenses and permits; and

11.5.5 Grant Deed. When the original of the recorded Grant
Deed is returned to Buyer, Buyer shall deliver a copy of the document (showing
all recording information) to Seller.

11.6 Performance by Escrow Holder. Escrow Holder is to be concerned
only with those paragraphs under this Agreement where Escrow Holder is given
instructions to perform certain acts or with those paragraphs where escrow
holders generally and reasonably would be expected to act.

11.7 Possession. Seller shall deliver to Buyer possession of the
Property as of the Close of Escrow.

11.8 Reporting Requirements. Escrow Holder shall comply with all
applicable federal, state and local reporting and withholding requirements
relating to the close of the

Execution
San Diego, CA (Miramar DistCntr)

-8-

transactions contemplated herein. Without limiting the generality of the
foregoing, to the extent the transactions contemplated by this Agreement involve
a real estate transaction within the purview of Section 6045 of the Internal
Revenue Code of 1986, as amended (the "INTERNAL REVENUE CODE"), Escrow Holder
shall have sole responsibility to comply with the requirements of Section 6045
of the Internal Revenue Code (and any similar requirements imposed by state or
local law). For purposes hereof, Seller's tax identification number is
38-16239000. Escrow Holder shall hold Buyer, Seller and their counsel free and
harmless from and against any and all liability, claims, demands, damages and
costs, including reasonable attorney's fees and other litigation expenses,
arising or resulting from the failure or refusal of Escrow Holder to comply with
such reporting requirements.

12. Representations and Warranties of Buyer. Buyer represents and warrants
as of the date of this Agreement and again as of the Close of Escrow that,
except as disclosed to Seller in writing:

12.1 Corporate Status. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Maryland,
in good standing and qualified to do business in California and has all
requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.

12.2 Authorization. The execution and delivery of this Agreement by
Buyer and the consummation by Buyer of the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of Buyer. The
consummation of the transactions contemplated by this Agreement will not violate
any provisions of Buyer's Articles of Incorporation, or its Bylaws, or any other
agreement to which it is a party. This Agreement has been duly executed and
delivered by Buyer and constitutes a valid and binding obligation of Buyer
enforceable against Buyer in accordance with its terms.

12.3 Truth of Statements. No representation, warranty or statement
of Buyer in this Agreement contains any untrue statement of a material fact.

13. Representations and Warranties of Seller. Seller represents and
warrants as of the date of this Agreement and again as of the Close of Escrow
that, except as disclosed to Buyer in writing:

13.1 Corporate Status. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Michigan,
in good standing and qualified to do business in California and has the
requisite power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.

13.2 Authorization. The execution and delivery of this Agreement by
Seller and the consummation by Seller of the transactions contemplated hereby
have been duly authorized by all necessary action on the part of Seller. The
consummation of the transactions contemplated by this Agreement will not violate
any provisions of Seller's Articles of Incorporation or any other agreement to
which it is a party. This Agreement has been duly executed and delivered by
Seller and constitutes a valid and binding obligation of Seller enforceable
against Seller in accordance with its terms.

13.3 Further Actions. Between the date of this Agreement and the
Close of Escrow, Seller will not (a) sell, lease or otherwise dispose of or
encumber its fee interest in the Property or any portion thereof or (b) enter
into any contract affecting the Property, or any amendment thereof, that would
survive the Close of Escrow. Seller shall give notice of termination on the
Close of Escrow to all contracts and other agreements affecting the Property
other than those contracts and other agreements which Buyer identifies to Seller
in writing during the Investigation Period that Buyer desires not to so
terminate. Buyer acknowledges that one or more of such contracts or agreements
may contain notice periods which must expire prior to effective termination of
the affected contract or agreement and Buyer agrees to recognize and honor such
notice periods up to a maximum period of sixty (60) days.

13.4 Impairment. Between the date of this Agreement and the Close of
Escrow, Seller shall not do or fail to do, or suffer to be done or not done, any
act, omission or thing which would impair the value of the Property. Through the
Close of Escrow, Seller shall maintain or

Execution
San Diego, CA (Miramar DistCntr)

-9-

cause to be maintained, at Seller's sole cost and expense, and each in the
amount and form maintained by Seller prior to the date of this Agreement, a
policy or policies of insurance covering damage or destruction of the
Improvements and providing workers' compensation and employers' liability
insurance, commercial general liability insurance, and automobile liability
insurance.

13.5 Pending Assessments. To the best of Seller's actual knowledge
without inquiry, there are not presently pending any special assessments against
the Property or any part thereof nor has Seller received any notice of any
special assessments or condemnation actions being contemplated.

13.6 Pending Actions. To the best of Seller's actual knowledge
without inquiry, there are no actions, suits, material claims, legal proceedings
or any other proceedings pending or threatened before any court, tribunal or
agency, affecting the Property.

13.7 Eminent Domain. To the best of Seller's actual knowledge
without inquiry, there are no pending eminent domain proceedings and Seller has
not received any written notice of any threatened eminent domain proceedings
which affect the Property.

13.8 Hazardous Materials. To the best of Seller's actual knowledge
without inquiry, Seller has not and does not, whether temporarily or
permanently, keep at or upon the Property, or permit anyone else to keep at the
Property, any regulated or dangerous chemical or other dangerous substance or
any hazardous or toxic substance (collectively, a "CONTROLLED MATERIAL") and, to
the best of Seller's actual knowledge without inquiry, no Controlled Material
has at any time been kept at or upon the Property, temporarily or permanently,
or have been kept at any nearby or adjacent property in such a manner as has or
may cause such Controlled Material to invade the surface or subsurface
(including groundwater) of the Property. The term "DANGEROUS SUBSTANCE" as used
herein means those substances which Buyer would be required by law to remove
from the Property after acquiring ownership thereof.

13.9 Compliance. To the best of Seller's actual knowledge without
inquiry, (a) Seller has received no notice that the Property or its current use
and operation are not in compliance with applicable laws, rules, permits and
regulations or any private covenants, conditions and restrictions and (b) Seller
has received no notice that all licenses, permits, variances, easements and
approvals, including, without limitation, final certificates of occupancy (or
the equivalent) necessary for the current use, operation and occupancy of the
Property have not been issued or are not in effect.

13.10 True and Complete Copies. To the best of Seller's actual
knowledge without inquiry, the Seller's Information made available to Buyer for
review included true and complete copies of all information related to the
Property in Seller's possession or control.

13.11 No Contracts. As of the Close of Escrow there will be no
outstanding written or oral contracts made for any improvements to the Property,
or for offsite improvements related to the Property, which have not been fully
completed and paid for. Seller shall cause to be discharged all mechanics' and
materialmen's liens arising from any labor or materials furnished to the
Property at Seller's direction or request prior to the Close of Escrow.

13.12 No Occupancy Agreements. Seller has not entered into any, and
to the best of Seller's actual knowledge without inquiry there are no, leases,
rental agreements, or other arrangements for the use or occupancy of the
Property, or any portion thereof, which will survive the Close of Escrow.

13.13 Truth of Statements. No representation, warranty or statement
of Seller in this Agreement contains any untrue statement of a material fact.

Between the date of this Agreement and the Close of Escrow, Seller shall,
upon learning of any fact or condition which would cause any of the
representations, warranties or statements of Seller set forth in this Agreement
not to be true as of the Close of Escrow, immediately give Buyer written notice
of such fact or condition.

Execution
San Diego, CA (Miramar DistCntr)

-10-

14. Failure to Close Escrow.

14.1 Cancellation of Escrow. If the Close of Escrow fails to occur
because of either party's default, then the defaulting party shall pay all
Escrow cancellation and Title Company charges.

14.2 Seller's Default. If the Close of Escrow fails to occur solely
because of a default by Seller under this Agreement, then Escrow Holder shall
immediately return to Buyer the Deposits and all other amounts deposited into
Escrow by Buyer, together with all interest earned thereon. Escrow Holder's
return of the Deposits to Buyer shall constitute Buyer's sole remedy for
Seller's default excepting only Buyer's right to proceed thereafter against
Seller with an action seeking specific performance with respect to this
Agreement.

14.3 BUYER'S DEFAULT. IF THE CLOSE OF ESCROW FAILS TO OCCUR SOLELY
BECAUSE OF A DEFAULT BY BUYER UNDER THIS AGREEMENT, THEN SELLER MAY UNILATERALLY
INSTRUCT ESCROW HOLDER TO CANCEL THE ESCROW AND SELLER SHALL THEREUPON BE
RELEASED FROM ITS OBLIGATIONS HEREUNDER. BUYER AND SELLER AGREE THAT BASED UPON
THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR
EXTREMELY DIFFICULT TO ESTABLISH SELLER'S DAMAGES BY REASON OF BUYER'S DEFAULT.
ACCORDINGLY, BUYER AND SELLER AGREE THAT IT WOULD BE REASONABLE AT SUCH TIME TO
AWARD SELLER "LIQUIDATED DAMAGES" EQUAL TO THE AMOUNT OF THE DEPOSITS AND ALL
INTEREST EARNED THEREON. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE
FOREGOING AMOUNT IS REASONABLE AS LIQUIDATED DAMAGES AND SHALL BE SELLER'S SOLE
AND EXCLUSIVE REMEDY IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR IN
EQUITY, TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF BUYER'S
DEFAULT.

ACCORDINGLY, PROMPTLY FOLLOWING ESCROW HOLDER'S RECEIPT OF SELLER'S
UNILATERAL INSTRUCTION TO TERMINATE THE ESCROW, ESCROW HOLDER SHALL CANCEL THE
ESCROW AND DISBURSE THE DEPOSITS AND INTEREST EARNED THEREON TO SELLER. FOR THE
PURPOSE OF THE FOREGOING PROVISIONS OF THIS SECTION 14.3, BUYER SHALL BE DEEMED
TO HAVE COMMITTED A MATERIAL DEFAULT UNDER THIS AGREEMENT AT THE TIME BUYER IS
IN FACT IN DEFAULT AND/OR BUYER NOTIFIES SELLER OF BUYER'S ELECTION TO TERMINATE
THIS AGREEMENT AND THE ESCROW AT A TIME WHEN BUYER DOES NOT HAVE THE RIGHT UNDER
THE TERMS OF THIS AGREEMENT TO SO TERMINATE THIS AGREEMENT OR THE ESCROW.

WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION, SELLER WAIVES
ANY AND ALL RIGHTS WHICH SELLER OTHERWISE WOULD HAVE UNDER CALIFORNIA CIVIL CODE
SECTION 3389 TO SPECIFICALLY ENFORCE THIS AGREEMENT. SELLER AND BUYER EACH
ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION
14.3 AND BY THEIR SIGNATURES IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.

SELLER: BUYER:

THE VONS COMPANIES, INC., PACIFIC GULF PROPERTIES, INC.
a Michigan corporation a Maryland corporation

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------- -----------------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------ ---------------------------
Its: SR. VICE-PRES Its: EVP
------------------------------ ----------------------------------

By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------- -----------------------------------
Print Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------ ---------------------------
Its: ASSISTANT SECRETARY Its: S.V.P.
------------------------------ ----------------------------------

Execution
San Diego, CA (Miramar DistCntr)

-11-

14.4 Non-Default Failure to Close. If the Close of escrow fails to
occur for any reason other than the default of Buyer or Seller under this
Agreement, then this Agreement shall terminate and Escrow Holder shall promptly
return to each party all monies, documents and other items deposited in Escrow,
including the Deposits and all interest earned thereon. In such event, Buyer and
Seller shall each pay one-half (1/2) of any Escrow cancellation charge and
Seller shall pay any Title Company cancellation charge, unless otherwise
expressly provided herein. Buyer and Seller will promptly sign and deliver to
Escrow Holder any Escrow cancellation instructions required hereunder.

15. Miscellaneous Provisions.

15.1 Approvals and Notices. All approvals, notices or other
communications required or permitted hereunder shall be in writing, and shall be
delivered only by overnight commercial carrier or sent by registered or
certified mail, postage prepaid, return receipt requested, and shall be deemed
effective upon the earlier of (a) if delivered by overnight commercial carrier,
one business day following the receipt of such communication by such carrier
from the sender, as shown on the sender's delivery receipt from such carrier; or
(b) if mailed, on the date of delivery as shown by the sender's registry or
certification receipt.

Notice of change of address shall be given by written notice in the
manner detailed in this Section. Rejection or other refusal to accept or the
inability to deliver because of changed address of which no notice was given
shall be deemed to constitute receipt of the approval, notice, demand, request
or communication sent.

To Seller: The Vons Companies, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Legal Department
(▇▇▇) ▇▇▇-▇▇▇▇ (telephone)
(▇▇▇) ▇▇▇-▇▇▇▇ (telecopier)

To Buyer: Pacific Gulf Properties Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (telephone)
(▇▇▇) ▇▇▇-▇▇▇▇ (telecopier)

15.2 Attorneys' Fees. If Buyer or Seller shall institute any legal
proceeding against the other in connection with any controversy related to,
concerning or arising out of this transaction, to enforce or interpret any of
the terms or provisions of this Agreement or the Escrow, or in connection with
the Property, then the prevailing party, (as determined by the court, agency or
other authority before which such suit or proceeding is commenced) whether in
court, through arbitration, or by way of out-of-court settlement, shall be
entitled, in addition to damages, injunctive relief or other relief, to recover
from the non-prevailing party such prevailing party's attorneys' fees, court
costs, expert witness fees and other expenses relating to such controversy,
including, without limitation, attorneys' fees, expenses and costs of
investigation incurred in appellate proceedings, in establishing the right to
indemnification, or in any action or participation in, or in connection with,
any case or proceeding under Chapter 7, 11 or 13 of the Bankruptcy ▇▇▇▇, ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Code Section 101 et seq., or any successor statutes.

15.3 Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of Buyer and Seller and their respective heirs, personal
representatives, successors and assigns.

15.4 Brokers' Commissions. Each party warrants to the other that it
has not incurred any obligation for finders' fees or brokers' commissions or
other similar payment in connection with this transaction. Each party agrees to
defend and hold harmless the other from any claim to any commission or fee
resulting from any action on its part.

Execution
San Diego, CA (Miramar DistCntr)

-12-

15.5 Captions. The captions and Section numbers used in this
Agreement are for the purpose of convenience and for reference only and shall
not be construed to define, limit or extend the scope or meaning of any part of
this Agreement. All references to Section numbers refer to Sections in this
Agreement.

15.6 Computation of Time. The time in which any act is to be done
under this Agreement is computed by excluding the first (1st) day (such as the
day Escrow opens), and including the last day, unless the last day is a holiday
or Saturday or Sunday, and then that day is also excluded.

15.7 Counterparts. This Agreement may be signed in counterparts,
each of which shall be deemed an original, but all of which shall constitute but
one document. Escrow Holder may remove the signature page from a counterpart and
attach such page to another counterpart in order to obtain a complete, executed
original of this Agreement.

15.8 Delivery. This Agreement shall only become effective and
binding upon both parties' execution hereof and delivery of a signed copy to
Escrow Holder.

15.9 Entire Agreement. This Agreement is the entire agreement
between the parties and supersedes any prior agreements, representations,
negotiations or correspondence between the parties except as expressed herein.
All prior or contemporaneous agreements, understandings, representations and
statements, oral or written, are merged into this Agreement and shall be of no
further force or effect.

15.10 Exhibits. All exhibits, amendments, riders and addenda
attached hereto are incorporated herein and made a part hereof.

15.11 Further Assurances. The parties agree to promptly sign all
documents reasonably required to give effect to the provisions of this Agreement
and the Escrow.

15.12 Gender; Singular, Plural. When the context of this Agreement
requires, the neuter gender includes the masculine, the feminine, partnership,
corporation, joint venture or trust, and the singular includes the plural.

15.13 Interpretation. This Agreement shall be construed and enforced
in accordance with the laws of the State of California. Should any provision of
this Agreement require interpretation by a court of law, the parties agree that
the court interpreting or construing this Agreement shall not apply a
presumption that the terms shall be more strictly construed against one party by
reason of the rule of construction that a document is to be construed more
strictly against the party who by itself or through its agent prepared such
document, it being agreed that the agents of the parties have participated in
the preparation of this Agreement.

15.14 Modifications. Any alteration, change or modification of or to
this Agreement, in order to become effective, shall be in writing and in each
instance signed on behalf of each party.

15.15 Nondisclosure. Seller and Buyer acknowledge that they have
exchanged information of a confidential nature and that the transaction
contemplated hereby is of a confidential nature. Up to the Close of Escrow, all
information given by any party hereto to the other shall be used only for the
purposes hereof and the transaction contemplated hereby and not disclosed except
as hereinafter set forth unless such data or information has been published or
is a matter of public knowledge or is required to be disclosed by laws or legal
process or is required for the conduct of the business of the recipient thereof
in the ordinary course of such business.

15.16 No Merger. The obligations herein contained shall not merge
with the transfer of title but shall remain in effect until fulfilled.

15.17 Riders. If any provisions contained in an exhibit, amendment,
rider or addendum to this Agreement is inconsistent with any other provision
herein, the provision contained in such exhibit, amendment, rider or addendum
shall control, unless otherwise provided.

Execution
San Diego, CA (Miramar DistCntr)

-13-

15.18 Severability. If any one or more of the provisions contained
herein shall, for any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not effect
any other provision of this Agreement, but this Agreement shall be construed as
if such invalid, illegal or unenforceable provision had not been contained
herein.

15.19 Survival. All of the representations, warranties, covenants,
agreements and obligations of each party under this Agreement shall be true and
correct as of the Close of Escrow as though made at that time and shall survive
the Close of Escrow.

15.20 Time. Time is of the essence with respect to the performance
of each term, condition and covenant of this Agreement.

15.21 Waiver. A waiver by either party of a breach of any of the
covenants, conditions or agreements under this Agreement to be performed by the
other party shall not be construed as a waiver of any succeeding breach of the
same or other covenants, agreements, restrictions or conditions of this
Agreement.

15.22 REIT. Buyer hereby advises Seller that Buyer is qualified as a
real estate investment trust under the provisions of the Internal Revenue Code ,
and that, by reason thereof, the maintaining of such status and the avoiding of
any activity which might cause a penalty tax to be applied is of material
concern to Buyer. Accordingly, Seller agrees to cooperate with Buyer in
reviewing any modification or amendment to this Agreement requested by Buyer
prior to the Closing that Buyer asserts may be necessary for Buyer to maintain
its status as a real estate investment trust or in order for Buyer to avoid a
penalty tax; provided, however, that Seller shall be under no obligation to
accept or approve any such modification or amendment, any one or all of which
Seller may decline in Seller's sole, absolute and arbitrary discretion. If
Seller declines any modification or amendment proposed by Buyer in Buyer's good
faith exercise of its reasonable business judgment as necessary to maintain
Buyer's status as a real estate investment

Execution
San Diego, CA (Miramar DistCntr)

-14-

trust or to avoid a penalty then Buyer may terminate this agreement by written
notice delivered to Seller and Escrow Holder prior to the Closing and such
termination shall be deemed a non-default failure to close under Section 14.4.

IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of
the day and year first above written.

SELLER:

THE VONS COMPANIES, INC.,
a Michigan corporation

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Its: SR. VICE-PRES.
---------------------------------

By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Print Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Its: ASSISTANT SECRETARY
---------------------------------

BUYER:

PACIFIC GULF PROPERTIES INC.,
a Maryland corporation

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Print Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Its: EVP
---------------------------------

By: [SIG]
----------------------------------
Print Name:
--------------------------
Its: S.V.P.
---------------------------------

Acceptance by Escrow Holder:

First American Title Insurance Company hereby acknowledges that it has
received a fully executed counterpart of the foregoing Agreement for Purchase
and Sale of Real Property and Joint Escrow Instructions and agrees to act as
Escrow Holder thereunder and to be bound by and perform the terms thereof as
such terms apply to Escrow Holder.

Dated: __________, 1996 FIRST AMERICAN TITLE INSURANCE COMPANY,
a ____________ corporation

By:
-------------------------------------
Print Name:
------------------------------
Its:
-------------------------------------

Execution
San Diego, CA (Miramar DistCntr)

-15-

EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY

All of that certain real property located in the State of California,
County of San Diego, and described as follows:

Parcel A and Parcel B of Parcel Map No. 927, in the City of San Diego,
County of San Diego, State of California, filed in the Office of the County
Recorder of San Diego County, August 7, 1972, as File ▇▇. ▇▇▇▇▇▇ of Official
Records.

EXHIBIT "B"

RECORDING REQUESTED BY:

First American Title Insurance Company
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇

AND WHEN RECORDED RETURN TO:

Pacific Gulf Properties Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

MAIL TAX STATEMENTS TO:

(This Space for Recorder's Use)
--------------------------------------------------------------------------------

In accordance with Section 11932 of the California Revenue and Taxation
Code, Grantor has declared the amount of the transfer tax which is due by a
separate statement which is not being recorded with this Grant Deed.

GRANT DEED

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE
VONS COMPANIES, INC., a Michigan corporation ("Grantor"), hereby grants to
PACIFIC GULF PROPERTIES INC., a Maryland corporation ("Grantee"), the real
property (the "Land") located in the City of San Diego, County of San Diego,
State of California, as more particularly described in Exhibit A attached
hereto and by this reference incorporated herein, together with all right,
title and interest of Grantor in and to all buildings and improvements now
located or hereafter constructed on the Land, subject to all matters of record
as of the date hereof.

IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of ________,
1996.

THE VONS COMPANIES, INC.,
a Michigan corporation

By:
-----------------------------
Print Name:
---------------------
Its:
----------------------------

DECLARATION OF DOCUMENTARY TRANSFER

DO NOT RECORD

County Recorder
San Diego County, California

It is hereby requested that this Declaration of Documentary Transfer Tax
not be recorded with the attached Grant Deed, but be affixed to the Grant Deed
after it is recorded and before it is returned.

The Grant Deed names THE VONS COMPANIES, INC., a Michigan corporation, as
Grantor, and PACIFIC GULF PROPERTIES INC., a Maryland corporation, as Grantee.
The property being transferred is located in the City of San Diego, County of
San Diego, State of California. The Assessor's Parcel No. is __________________.

The undersigned Grantor hereby declares that the amount of Documentary
Transfer Tax due on the attached Grant Deed is $___________, computed on the
full value of the interest or property conveyed.

I declare under penalty of perjury that the foregoing is true and correct.

THE VONS COMPANIES, INC.,
a Michigan corporation

By:
-------------------------------------
Print Name:
------------------------------
Its:
------------------------------------

Execution
San Diego, CA (Miramar)

19
EXHIBIT "C"

TITLE EXCEPTIONS

1. GENERAL AND SPECIAL TAXES FOR THE FISCAL YEAR 1996-1997, A LIEN, NOT YET
PAYABLE.

2. THE LIEN OF SUPPLEMENTAL TAXES OR ASSESSMENTS, IF ANY, ASSESSED PURSUANT
TO CHAPTER 3.5 COMMENCING WITH SECTION 75 OF THE CALIFORNIA REVENUE AND
TAXATION CODE AND ANY OTHER APPLICABLE STATUTES OF THE CALIFORNIA REVENUE
AND TAXATION CODE.

3. SUPPLEMENTAL TAXES:
------------------

THE REQUIREMENT THAT THIS COMPANY BE FURNISHED WITH ALL SUPPLEMENTAL TAX
BILLS, IF ANY, FROM THE OWNER OF THE HEREIN DESCRIBED PROPERTY BEFORE
CLOSE OF ESCROW

4. A NON-EXCLUSIVE EASEMENT FOR THE CONSTRUCTION, OPERATION, MAINTENANCE AND
REPAIR OF A PUBLIC SEWER OR SEWERS TOGETHER WITH THE RIGHT OF INGRESS AND
EGRESS AND INCIDENTAL PURPOSES IN FAVOR OF THE CITY OF SAN DIEGO, RECORDED
JANUARY 3, 1961 AS FILE NO. 286 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:

PARCEL 1:
---------

THAT PORTION OF THE WESTERLY 10.00 FEET OF THE NORTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 11, TOWNSHIP 15 SOUTH, RANGE 3 WEST, SAN
BERNARDINO BASE AND MERIDIAN, IN THE CITY OF SAN DIEGO, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY,
APPROVED FEBRUARY 19, 1883, LYING NORTHERLY OF A LINE DESCRIBED AS
FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF THE NORTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SAID SECTION 11; THENCE SOUTH 01 DEGREES 08'10" EAST,
ALONG THE WESTERLY LINE OF SAID NORTHWEST QUARTER, 1,241.42 FEET TO A
CORNER IN THE BOUNDARY OF LAND DESCRIBED IN DEED TO TITLE INSURANCE AND
TRUST COMPANY, A CORPORATION, RECORDED APRIL 22, 1960 AS FILE NO. 33502 OF
OFFICIAL RECORDS; THENCE NORTH 70 DEGREES 06'49" EAST, ALONG THE BOUNDARY
OF SAID LAND.

AND FOR THE CONSIDERATION STATED ABOVE, IT IS MUTUALLY UNDERSTOOD AND
AGREED THAT THE GRANTEE HEREIN, OR ITS LAWFUL REPRESENTATIVES, SHALL HAVE
THE PRIVILEGE AND RIGHT OF TEMPORARY USE OF A STRIP OF LAND 20.0 FEET IN
WIDTH, LYING CONTIGUOUS TO AND EASTERLY OF THE ABOVE DESCRIBED EASEMENT,
FOR THE PURPOSE OF CONSTRUCTION OF THE SEWER MAIN HEREBY CONTEMPLATED,
THIS PRIVILEGE AND RIGHT SHALL BE IN FORCE AND CONTINUE DURING
CONSTRUCTION OF THE SEWER MAIN, AND IS TO CLOSE AND TERMINATE UPON THE
COMPLETION OF THE CONTRACT THEREFOR. TOGETHER WITH A PERMANENT EASEMENT
AND RIGHT OF WAY FOR EARTH EMBANKMENT SLOPE OR SLOPES AND THE RIGHT TO
PLACE AND MAINTAIN THEREON A DRAINAGE STRUCTURE OR STRUCTURES AND
APPURTENANCES THERETO, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS,
OVER, ALONG AND ACROSS ALL THOSE PORTIONS OF FOLLOWING DESCRIBED PARCELS.

PARCEL 2:
---------

ALL THAT PORTION OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 11, TOWNSHIP 15 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND
MERIDIAN, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY, APPROVED
FEBRUARY 19, 1883, LYING WITHIN A STRIP OF LAND 50.00 FEET IN WIDTH, THE
WEST LINE OF WHICH IS PARALLEL WITH AND 10.00 FEET EAST OF, MEASURED AT
RIGHT ANGLES TO, THE NORTH 200.00 FEET OF THE SOUTH 1,010.03 FEET OF THE
WEST LINE OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID
SECTION 11.

20
PARCEL 3:
---------

ALL THAT PORTION OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF
SECTION 11, TOWNSHIP 15 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND
MERIDIAN, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO UNITED STATES GOVERNMENT SURVEY, APPROVED
FEBRUARY 19, 1883, LYING WITHIN A STRIP OF LAND 60.00 FEET IN WIDTH, THE
WEST LINE OF WHICH IS PARALLEL WITH AND 10.00 FEET EAST OF, MEASURED AT
RIGHT ANGLES TO, THE NORTH 240.00 FEET OF THE SOUTH 640.03 FEET OF THE
WEST LINE OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID
SECTION 11.

SAID EASEMENT IS LOCATED AS SHOWN ON ALTA SURVEY PREPARED BY ▇▇▇▇
ENGINEERING COMPANY AS PROJECT NUMBER 10223, DATED JUNE 25, 1987, LAST
REVISED OCTOBER 23, 1987, A COPY OF WHICH IS ATTACHED HERETO AND MADE A
PART HEREOF.

5. A NON-EXCLUSIVE EASEMENT 25.00 FEET IN WIDTH FOR RAILROAD PURPOSES
AFFECTING FED-MART INDUSTRIAL PARK, AS GRANTED TO THE CITY OF SAN DIEGO BY
THE FILING OF THE MAP OF SAID FED-MART INDUSTRIAL PARK, IN THE CITY OF SAN
DIEGO COUNTY RECORDER, AS MAP NO. 6785 ON NOVEMBER 17, 1970, CONVEYED TO
▇▇▇▇▇▇▇▇, TOPEKA AND SANTA FE RAILWAY COMPANY, OCTOBER 5, 1971, BY
QUITCLAIM DEED RECORDED AS INSTRUMENT NO. 228918.

6. A NON-EXCLUSIVE EASEMENT FOR STORM DRAIN AND INCIDENTAL PURPOSES AS
DELINEATED AND DESIGNATED ON MAP NO. 6785 AND PARCEL MAP NO. 927, SUBJECT
TO ANY TERMS AND CONDITIONS CONTAINED THEREIN.

AFFECTS: A STRIP OF LAND 10 FEET WIDE AS SHOWN ON SAID MAPS.

7. A NON-EXCLUSIVE EASEMENT FOR STORM DRAIN AND INCIDENTAL PURPOSES AS
DELINEATED AND DESIGNATED ON MAP NO. 6785 AND PARCEL MAP NO. 927, SUBJECT
TO ANY TERMS AND CONDITIONS CONTAINED THEREIN.

AFFECTS: A STRIP OF LAND 15 FEET WIDE AS SHOWN ON SAID MAPS.

8. A NON-EXCLUSIVE EASEMENT FOR EITHER OR BOTH POLE LINES, UNDERGROUND
CONDUITS AND INCIDENTAL PURPOSES TOGETHER WITH THE RIGHT OF INGRESS AND
EGRESS IN FAVOR OF SAN DIEGO GAS AND ELECTRIC COMPANY BY INSTRUMENT
RECORDED AUGUST 7, 1972 AS FILE NO. 206155 OF OFFICIAL RECORDS, DESCRIBED
AS FOLLOWS:

COMMENCING THE MOST EASTERLY CORNER OF SAID LOT 1; THENCE ALONG THE
SOUTHEASTERLY LINE OF SAID ▇▇▇ ▇, ▇▇▇▇▇ ▇▇'▇▇'▇▇" ▇▇▇▇, 270.63 FEET;
THENCE LEAVING SAID SOUTHEASTERLY LINE NORTH 34[degrees]20'00" WEST,
161.87 FEET TO THE TRUE POINT OF BEGINNING OF THE CENTER LINE HEREIN
DESCRIBED; THENCE FROM SAID TRUE POINT OF BEGINNING AND CONTINUING NORTH
34[degrees]20'00" WEST, 70.34 FEET; THENCE NORTH 5[degrees]37'03" EAST,
35.00 FEET; THENCE NORTH 28[degrees]42'51" EAST, 246.90 FEET.

21
ALSO: BEGINNING "SAID TRUE POINT OF BEGINNING; THENCE SOUTH
34 DEGREES 20'00" EAST, 181.87 FEET.

ALSO: BEGINNING AT SAID TRUE POINT OF BEGINNING, TRUE POINT OF
BEGINNING ALSO BEING THE BEGINNING OF A TANGENT 42.30 FOOT RADIUS CURVE,
CONCAVE SOUTHERLY; THENCE NORTHWESTERLY AND WESTERLY ALONG THE ARC OF
SAID CURVE, THROUGH A CENTRAL ANGLE OF 56 DEGREES 55'00" A DISTANCE OF
42.03 FEET; THENCE TANGENT TO SAID CURVE SOUTH 88 DEGREES 45'00" WEST,
527.83 FEET TO THE BEGINNING OF A TANGENT 43.56 FOOT RADIUS CURVE,
CONCAVE NORTHEASTERLY; THENCE WESTERLY AND NORTHWESTERLY ALONG THE ARC
OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 89 DEGREES 54'12" A DISTANCE
OF 68.36 FEET; THENCE NON-TANGENT TO SAID CURVE NORTH 89 DEGREES 39'12"
EAST 10.00 FEET.

9. A NON-EXCLUSIVE EASEMENT AND RIGHT OF WAY FOR VEHICULAR INGRESS AND
EGRESS TO SAID PARCEL C AND INCIDENTAL PURPOSES AS GRANTED BY INSTRUMENT
RECORDED AUGUST 31, 1978 AS FILE NO. 78-371857 OF OFFICIAL RECORDS, AND
THE RIGHT OF OTHERS TO USE SAID EASEMENT AS CONVEYED OR RESERVED IN
VARIOUS OTHER INSTRUMENTS OF RECORD, OVER, UNDER, ALONG AND ACROSS THAT
PORTION OF PARCEL B OF SAID PARCEL MAP NO. 927 LYING BETWEEN PARCEL D OF
SAID PARCEL MAP NO. 927 AND SAID PARCEL C, LYING SOUTHEASTERLY OF THE
SOUTHEASTERLY LINE OF THAT STRIP OF LAND SHOWN AND DESIGNATED AS "25'
EASEMENT FOR RAILROAD".

10. A NON-EXCLUSIVE EASEMENT AND RIGHT OF WAY FOR VEHICULAR INGRESS AND
EGRESS TO PARCEL D AND INCIDENTAL PURPOSES AS GRANTED BY INSTRUMENT
RECORDED AUGUST 31, 1978 AS FILE NO. 78-371856 OF OFFICIAL RECORDS, AND
THE RIGHT OF OTHERS TO USE SAID EASEMENT AS CONVEYED OR RESERVED IN
VARIOUS OTHER INSTRUMENTS OF RECORD, OVER, UNDER, ALONG AND ACROSS THAT
PORTION OF PARCEL B OF SAID PARCEL MAP NO. 927 LYING BETWEEN PARCEL C OF
SAID PARCEL MAP NO. 927 AND SAID PARCEL D, LYING SOUTHEASTERLY OF THE
SOUTHEASTERLY LINE OF THAT STRIP OF LAND SHOWN AND DESIGNATED AS "25'
EASEMENT FOR RAILROAD".

SAID EASEMENT IS LOCATED AS SHOWN ON ALTA SURVEY PREPARED BY ▇▇▇▇
ENGINEERING COMPANY A PROJECT NUMBER 10223, DATED JUNE 25, 1987, LAST
REVISED OCTOBER 23, 1987, A COPY OF WHICH IS ATTACHED HERETO AND MADE A
PART HEREOF.

11. A NON-EXCLUSIVE 6 FOOT EASEMENT FOR UNDERGROUND CONDUITS, VAULTS,
MANHOLES AND JUNCTION BOXES WITH WIRES AND CABLES PLACE THEREIN AND
NECESSARY ABOVE GROUND STRUCTURES, TOGETHER WITH THEIR NECESSARY
FIXTURES AND APPURTENANCES, FOR THE TRANSMISSION AND DISTRIBUTION OF
ELECTRICITY AND FOR ALL OTHER PURPOSES CONNECTED THEREWITH, AND ALSO FOR
PIPELINES FOR THE TRANSMISSION AND DISTRIBUTION OF GAS, TOGETHER WITH
ALL NECESSARY AND PROPER FIXTURES AND EQUIPMENT FOR USE IN CONNECTION
THEREWITH, WITH THE RIGHT OF INGRESS THERETO AND EGRESS THEREFROM BY A
PRACTICAL ROUTE OR ROUTES IN, UPON, OVER AND ACROSS THE HEREINAFTER
DESCRIBED LANDS AND INCIDENTAL PURPOSES IN FAVOR OF SAN DIEGO GAS AND
ELECTRIC COMPANY, RECORDED JULY 31, 1979 AS FILE NO. 79-317681 OF
OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:

THAT PORTION OF PARCEL "B" OF PARCEL MAP NO. 927, FILED AUGUST 7, 1972
AS FILE NO. 206523 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY OF SAN DIEGO, BEING A PORTION OF LOT 1 OF
FED-MART INDUSTRIAL PARK, ACCORDING TO MAP THEREOF NO. 6785, FILED IN
SAID COUNTY RECORDER'S OFFICE, LYING ADJACENT TO, CONTIGUOUS WITH AND
SOUTHEASTERLY OF THE SOUTHEASTERLY LINE OF THAT CERTAIN "25 FOOT
EASEMENT FOR RAILROAD TO A.T. & S.F.R.R. CO., OCTOBER 5, 1971, FILE NO.
22891 8, BOOK 1971", AS SHOWN AND DELINEATED ON SAID PARCEL MAP NO.
927.

REFERENCE IS MADE TO SAID INSTRUMENT FOR FURTHER PARTICULARS.

22
SAID EASEMENT IS LOCATED AS SHOWN ON ALTA SURVEY PREPARED BY ▇▇▇▇
ENGINEERING COMPANY AS PROJECT NUMBER 10223, DATED JUNE 25, 1987, LAST
REVISED OCTOBER 23, 1987, A COPY OF WHICH IS ATTACHED HERETO AND MADE A
PART HEREOF.

12. A NON-EXCLUSIVE EASEMENT FOR UNDERGROUND COMMUNICATION FACILITIES AS
GRANTEE MAY FROM TIME TO TIME REQUIRE (INCLUDING INGRESS THERETO AND
EGRESS THEREFROM) CONSISTING OF WIRES, CABLES, CONDUITS, MANHOLES,
HANDHOLES AND ABOVEGROUND MARKERS, PEDESTALS, TERMINAL EQUIPMENT
CABINETS, OTHER ASSOCIATED ELECTRICAL CONDUCTORS AND NECESSARY FIXTURES
AND APPURTENANCES AND INCIDENTAL PURPOSES IN FAVOR OF THE PACIFIC
TELEPHONE AND TELEGRAPH COMPANY, RECORDED NOVEMBER 8, 1979 AS FILE NO.
79-472072 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:

FIVE FOOT WIDE STRIP IS SAID PROPERTY AS SHOWN ON EXHIBIT "A" ATTACHED
THERETO AND MADE A PART THEREOF.

THE ROUTE OR LOCATION OF SAID EASEMENT CANNOT BE DETERMINED FROM THE
RECORD.

REFERENCE IS MADE TO SAID INSTRUMENT FOR FURTHER PARTICULARS.

AFFECTS PARCEL 1.

13. RIGHTS OF NON-DISTURBANCE CREATED IN THAT CERTAIN SUBORDINATION
NON-DISTURBANCE AND ATTORNMENT AGREEMENT DATED NOVEMBER 2, 1987, AMONG
METROPOLITAN LIFE INSURANCE COMPANY, AS BENEFICIARY, THE VONS COMPANIES,
INC., AS TENANT AND MIRAMAR ASSOCIATES AS LANDLORD, RECORDED NOVEMBER 2,
1987 AS FILE NO. 87-615369 OF OFFICIAL RECORDS.

14. A DEED OF TRUST TO SECURE AN INDEBTEDNESS IN THE ORIGINAL PRINCIPAL SUM
OF $15,100,000.00, AND ANY OTHER AMOUNTS OR OBLIGATIONS SECURED THEREBY,
RECORDED NOVEMBER 2, 1987 AS FILE NO. 87-615367 OF OFFICIAL RECORDS.
DATED: NOVEMBER 2, 1987
TRUSTOR: MIRAMAR ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP
TRUSTEE: FIRST AMERICAN TITLE INSURANCE COMPANY,
A CALIFORNIA CORPORATION
BENEFICIARY: METROPOLITAN LIFE INSURANCE COMPANY,
A NEW YORK CORPORATION

AN ASSIGNMENT OF LEASES, DATED NOVEMBER 2, 1987, GIVEN AS ADDITIONAL
SECURITY FOR THE DEED OF TRUST RECORDED NOVEMBER 2, 1987 AS FILE NO.
87-615367 OF OFFICIAL RECORDS, EXECUTED BY AND BETWEEN MIRAMAR
ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP AND METROPOLITAN LIFE
INSURANCE COMPANY, A NEW YORK CORPORATION, RECORDED NOVEMBER 2, 1987 AS
FILE NO. 87-615368 OF OFFICIAL RECORDS.

15. A LEASE DATED AUGUST 1, 1982, UPON THE TERMS, CONDITIONS AND COVENANTS
THEREIN PROVIDED.
LESSOR: FEDMART PROPERTIES, INC.
LESSEE: VONS GROCERY COMPANY
RECORDED: SEPTEMBER 16, 1982 AS FILE NO. 82-287035 OF OFFICIAL
RECORDS.

SAID LEASE WAS AMENDED BY THAT CERTAIN UNRECORDED AND UNDATED AMENDMENT
NUMBER ONE TO LEASE AND WAS FURTHER AMENDED BY THAT CERTAIN SECOND
AMENDMENT TO LEASE DATED NOVEMBER 2, 1987. A SHORT FORM OF SUCH SECOND
AMENDMENT WAS RECORDED NOVEMBER 2, 1987 AS FILE NO. 87-615370 OF
OFFICIAL RECORDS.

16. ASSIGNMENT OF RAILWAY CONTRACT DATED NOVEMBER 2, 1987
ASSIGNOR: THE VONS COMPANIES, INC.
ASSIGNEE: METROPOLITAN LIFE INSURANCE COMPANY
RECORDED: NOVEMBER 3, 1987 AS FILE NO. 87-619613 OF OFFICIAL
RECORDS

17. THE TERMS, COVENANTS, AND PROVISIONS OF THE PARTNERSHIP REFERRED TO IN THE
VESTING HEREIN, AND THE EFFECT OF ANY FAILURE TO COMPLY WITH SUCH TERMS,
COVENANTS AND PROVISIONS.

18. THE REQUIREMENT THAT THIS COMPANY BE FURNISHED A COPY OF THE PARTNERSHIP
AGREEMENT FOR MIRAMAR ASSOCIATES REFERRED TO IN THE VESTING HEREIN AND ANY
AMENDMENTS THERETO.

19. THE LEASEHOLD INTEREST, IF ANY, OF PARTIES IN POSSESSION OF THE HEREIN
DESCRIBED PROPERTY. FIRST AMERICAN REQUESTS THAT A RENT ROLL/TENANT
STATEMENT BE SUBMITTED, SO THAT WE MAY CORRECTLY DISCLOSE THOSE INTERESTS,
IF ANY, CURRENTLY IN POSSESSION OF THE HEREIN DESCRIBED PROPERTY.

EXHIBIT "D"

Non-Foreign Person Affidavit
(Miramar Distribution Center)

Section 1445 of the Internal Revenue Code provides that a transferee of a
United States real property interest must withhold tax if the transferor is a
foreign person. To information the transferee, Pacific Gulf Properties Inc., a
Maryland corporation, that withholding of tax is not required upon the
disposition of that certain real property located on Miramar Road in San Diego,
California, being transferred by The Vons Companies, Inc., a Michigan
corporation ("Transferor"), the undersigned hereby certifies the following on
behalf of the Transferor:

1. The Transferor is not a foreign corporation, foreign partnership,
foreign trust, foreign estate or other foreign person (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations);

2. The Transferor's U.S. Employer Identification No. is ▇▇-▇▇▇▇▇▇▇; and

3. The Transferor's office address is:

The Vons Companies, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Legal Department

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

Under penalty of perjury we declare that we have examined this
certification and to the best of our knowledge and belief it is true, correct
and complete and we further declare that we have the authority to sign this
document on behalf of the Transferor.

Dated: _________, 1996 THE VONS COMPANIES, INC.,
a Michigan corporation

By:
-------------------------------------
Print Name:
-----------------------------
Its:
------------------------------------

EXHIBIT "E"

General Escrow Provisions

1. DEPOSIT OF FUNDS AND DISBURSEMENTS. You shall deposit all funds
received in this escrow in any bank insured by an agency of the United States
Government, including your affiliated bank, First American Trust Company, in one
or more of your general escrow demand accounts. These funds may be transferred
to any other general escrow demand account or accounts, in the bank or banks
named below in Section 18, including those maintained in your affiliated bank.
All disbursements shall be made by your check. You are authorized not to close
escrow or disburse until good funds have been confirmed in escrow.

2. PRORATIONS AND ADJUSTMENTS. The expression "close of escrow" used in
this escrow means the date of which instruments referred to herein are recorded
and relates only to prorations and/or adjustments unless otherwise specified.

All prorations and/or adjustments are to be made on the basis of a
30-day month unless otherwise instructed in writing.

3. RECORDATION OF INSTRUMENTS. You are authorized to record any documents
delivered through this escrow, the recording of which is necessary or proper in
the issuance of the requested policy of title insurance.

4. AUTHORIZATION TO EXECUTE ASSIGNMENT OF INSURANCE POLICIES. You are
authorized to execute on behalf of the parties hereto form assignments of
interest in any insurance policies (other than title insurance) called for in
this escrow; forward assignments and policies upon close of escrow to the agent
with the request, first, that insurer consent to such transfer and/or attach a
loss-payable clause and/or make such other additions or corrections as may have
been specifically required herein, and second, that the agent thereafter forward
such policies to the parties entitled to them.

In all acts in this escrow relating to insurance, including
adjustments, if any, you shall be fully protected in assuming that each policy
is in force and that the necessary premium therefor has been paid.

5. AUTHORIZATION TO FURNISH COPIES. You are to furnish a copy of these
instructions, amendments thereto, closing statement and/or any other documents
deposited in this escrow to the lender or lenders, the real estate broker or
brokers and/or the attorney or attorneys involved in this transaction upon
request of the lenders, brokers or attorneys.

6. PERSONAL PROPERTY TAXES. No examination or insurance as to the amount
or payment of personal property taxes is required unless specifically requested.

7. RIGHT OF CANCELLATION. Any party instructing you to cancel this escrow
shall file notice of cancellation in your office, in writing. You shall within a
reasonable time thereafter mail, by certified mail, one copy of the notice to
each of the other parties at the addresses stated in this escrow. Unless written
objection to cancellation is filed in your office by a party within ten (10)
days after date of mailing, you are authorized at your option to comply with the
notice and demand payment of your cancellation charges as provided in this
agreement. If written objection is filed, you are authorized at your option to
hold all money and instruments in this escrow and take no further action until
otherwise directed, either by the parties' mutual written instructions, or final
order of a court or competent jurisdiction.

8. ACTION IN INTERPLEADER. The parties hereto expressly agree that you, as
escrow holder, have the absolute right at your election to file an action in
interpleader requiring the parties to answer and litigate their several claims
and rights among themselves and you are authorized to deposit with the clerk of
the court all documents and funds held in this escrow. In the event such action
is filed, the parties jointly and severally agree to pay your cancellation
charges and costs, expenses and reasonable attorney's fees which you are
required to expend or incur in the interpleader action, the amount thereof to be
fixed and judgment therefor to be rendered by the

court. Upon the filing of the action, you shall thereupon be fully released and
discharged from all obligations to further perform any duties or obligations
otherwise imposed by the terms of this escrow.

9. TERMINATION OF AGENCY OBLIGATIONS. If there is no action taken on this
escrow within six (6) months after the "time limit date" as set forth in the
escrow instructions or written extension thereof, your agency obligation shall
terminate at your option and all documents, monies or other items held by you
shall be returned to the parties depositing same.

In the event of cancellation of this escrow, whether it be at the
request of any of the parties or otherwise, the fees and charges due First
American Title Insurance Company, including expenditures incurred and/or
authorized, shall be borne equally by the parties hereto (unless otherwise
agreed to specifically).

10. CONFLICTING INSTRUCTIONS. Should you before or after close of escrow
receive or become aware of any conflicting demands or claims with respect to
this escrow or the rights of any of the parties hereto, or any money or property
deposited herein or affected hereby, you shall have the right to discontinue any
or all further acts on your part until the conflict is resolved to your
satisfaction, and you shall have the further right to commence or defend any
action or proceedings for the determination of the conflict as provided in
Paragraphs 7 and 8 of these General Provisions.

11. FUNDS RETAINED IN ESCROW. If for any reason funds are retained in
escrow, you may deduct therefrom $10.00 as a monthly charge as custodian
thereof.

12. USURY. You are not to be concerned with any question of usury in any
loan encumbrances involved in the processing of this escrow and you are hereby
released of any responsibility or liability therefor.

13. INDEMNIFY FOR ATTORNEYS' FEES AND COSTS. In the event suit is brought
by any party to this escrow, including the title company or any other party, as
against each other or others, including the title company, claiming any right
they may have as against each other or against the title company, then in that
event, the parties hereto agree to indemnify and hold harmless the title company
against any attorneys' fees and costs incurred by it.

14. AMENDMENTS TO ESCROW INSTRUCTIONS. Any amendment or supplement to
these escrow instructions must be in writing. These escrow instructions
constitute the entire escrow between the escrow holder and the parties hereto.

15. SUPPLEMENTAL TAXES. Seller and Buyer acknowledge that the subject
property may be subject to supplemental taxes due as a result of change of
ownership taking place through this escrow. Any necessary adjustment due either
party on receipt of a supplemental tax ▇▇▇▇ will be made by the parties outside
of this escrow and escrow holder is released of any liability in connection with
same.

16. PRELIMINARY CHANGE OF OWNERSHIP FORM. Prior to close of escrow, Buyer
will be sent a Preliminary Change of Ownership Report, which is required by the
County Recorder's office to accompany documents called for herein at the time of
recording, in accordance with Section 480.3 of the Revenue and Taxation Code.
Buyer is aware he must return the form completed and signed prior to close of
escrow. If escrow holder does not receive this report prior to close of escrow,
Buyer authorizes escrow holder to charge his account with $20.00 which is the
fee the County Recorder charges for recording the deed without the completed
form. Buyer is hereby put on notice that the Assessor is required to mail out
the form for completion later on if it has not been filed at close of escrow.

17. GOOD FUNDS LAW. The parties understand that all funds to close escrow
must be deposited a sufficient number of days prior to the close of escrow in
order to comply with Section 12413.1 of the California Insurance Code. Generally
speaking, wire transferred funds may be

EXHIBIT "E"
Page 2 of 4

deposited into our escrow account anytime prior to the close of escrow.
Cashier's checks and certified checks (drawn on a local bank) must be deposited
into our escrow account no later than 12:00 noon the business day before the
close of escrow.

For information concerning holds on other types of checks, please
contact your escrow officer.

18. ESCROW TRUST FUNDS. Buyer and Seller acknowledge that escrow holder
will be depositing all funds in escrow in a fiduciary account at one of the
following banks:

Bank of America Marine National
Bank of Anaheim Metro Bank
Corporate National Bank ▇▇▇▇▇ Fargo Bank
First Interstate Bank Union Bank

19. REPORTING TO THE INTERNAL REVENUE SERVICE. The Tax Reform Act of 1986
provides that First American Title Insurance Company must report to the Internal
Revenue Service certain information regarding all real estate transactions. This
information includes, among other things, the seller's social security number
and/or tax identification number and forwarding address, and the gross sales
price of the transaction. This is not a requirement generated by First American
Title Insurance Company, but rather a means of complying with the new tax law.
This information must be provided to First American Title Insurance Company upon
the opening of escrow, and escrow cannot close, nor can the Deed or any other
documents be recorded until the information is provided and the seller certifies
the accuracy of the information in writing. By execution of these escrow
instructions, the parties acknowledge receipt of this notice.

AS OF JANUARY 1, 1991, IF THE TRANSACTION WHICH IS THE SUBJECT OF THIS
ESCROW IS A SALE, YOU, AS A PARTY TO THIS TRANSACTION, MAY HAVE CERTAIN TAX
REPORTING AND WITHHOLDING OBLIGATIONS PURSUANT TO THE STATE LAW OR FEDERAL LAW
REFERRED TO BELOW.

20. TAX REPORTING AND WITHHOLDING OBLIGATIONS OF THE PARTIES:

STATE LAW

IN ACCORDANCE WITH SECTIONS 18805 AND 26131 OF THE REVENUE AND TAXATION
CODE, A BUYER MAY BE REQUIRED TO WITHHOLD AN AMOUNT EQUAL TO THREE AND ONE-THIRD
PERCENT (3-1/3%) OF THE SALES PRICE IN THE CASE OF THE DISPOSITION OF CALIFORNIA
REAL PROPERTY INTEREST BY EITHER:

1. A SELLER WHO IS AN INDIVIDUAL WITH A LAST KNOWN STREET ADDRESS OUTSIDE OF
CALIFORNIA OR WHEN THE DISBURSEMENT INSTRUCTIONS AUTHORIZE THE PROCEEDS TO BE
SENT TO A FINANCIAL INTERMEDIARY OF THE SELLER, OR

2. A CORPORATE SELLER WHICH HAS NO PERMANENT PLACE OF BUSINESS IN CALIFORNIA.
THE BUYER MAY BECOME SUBJECT TO PENALTY FOR FAILURE TO WITHHOLD AN AMOUNT EQUAL
TO THE LESSER OF TEN PERCENT (10%) OF THE AMOUNT REQUIRED TO BE WITHHELD OR FIVE
HUNDRED DOLLARS ($500.00).

HOWEVER, NOTWITHSTANDING ANY OTHER PROVISIONS INCLUDED IN THE CALIFORNIA
STATUTES REFERENCED ABOVE, NO BUYER WILL BE REQUIRED TO WITHHOLD ANY AMOUNT OR
BE SUBJECT TO PENALTY FOR FAILURE TO WITHHOLD IF:

1. THE SALES PRICE OF THE CALIFORNIA REAL PROPERTY CONVEYED DOES NOT
EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000.00), OR

EXHIBIT "E"
Page 3 of 4

2. THE SELLER EXECUTES A WRITTEN CERTIFICATE, UNDER THE PENALTY OF
PERJURY, CERTIFYING THAT THE SELLER IS A RESIDENT OF CALIFORNIA, OR IF A
CORPORATION, HAS A PERMANENT PLACE OF BUSINESS IN CALIFORNIA, OR

3. THE SELLER, WHO IS AN INDIVIDUAL, EXECUTES A WRITTEN CERTIFICATE, UNDER
THE PENALTY OF PERJURY, THAT THE CALIFORNIA REAL PROPERTY BEING CONVEYED IS THE
SELLER'S PRINCIPAL RESIDENCE (AS DEFINED IN SECTION 1034 OF THE INTERNAL REVENUE
CODE).

THE SELLER IS SUBJECT TO PENALTY FOR KNOWINGLY FILING A FRAUDULENT
CERTIFICATE FOR THE PURPOSE OF AVOIDING THE WITHHOLDING REQUIREMENT.

THE CALIFORNIA STATUTES REFERENCED ABOVE INCLUDE PROVISIONS WHICH
AUTHORIZE THE FRANCHISE TAX BOARD TO GRANT REDUCED WITHHOLDING AND WAIVERS FROM
WITHHOLDING ON A CASE-BY-CASE BASIS.

THE PARTIES TO THIS TRANSACTION SHOULD SEEK AN ATTORNEY'S, ACCOUNTANT'S,
OR OTHER TAX SPECIALIST'S OPINION CONCERNING THE EFFECT OF THIS LAW ON THIS
TRANSACTION AND SHOULD NOT ACT ON ANY STATEMENTS MADE OR OMITTED BY THE ESCROW
OR CLOSING OFFICER.

THE SELLER MAY REQUEST A WAIVER BY CONTACTING:

FRANCHISE TAX BOARD
WITHHOLD AT SOURCE ▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇

FEDERAL LAW

INTERNAL REVENUE CODE SECTION 1445 PLACES SPECIAL REQUIREMENTS FOR
TAX REPORTING AND WITHHOLDING ON THE PARTIES TO A REAL ESTATE TRANSACTION WHERE
THE SELLER IS A NONRESIDENT ALIEN, A NONDOMESTIC CORPORATION OR PARTNERSHIP, A
DOMESTIC CORPORATION OR PARTNERSHIP CONTROLLED BY NONRESIDENTS OR NON RESIDENT
CORPORATIONS OR PARTNERSHIPS.

WITH RESPECT TO BOTH THE STATE LAW AND FEDERAL LAW REFERRED TO
ABOVE, THE PARTIES TO THIS TRANSACTION ARE SEEKING AN ATTORNEY'S, ACCOUNTANT'S
OR OTHER TAX SPECIALIST'S OPINION CONCERNING THE EFFECT OF THESE LAWS ON THIS
TRANSACTION OR ARE RELYING ON THEIR OWN KNOWLEDGE OF THESE LAWS. THE PARTIES TO
THIS TRANSACTION ARE NOT ACTING ON OR RELYING ON ANY STATEMENTS MADE OR OMITTED
BY THE ESCROW HOLDER, ESCROW OFFICER, TITLE OFFICER, OR OTHER CLOSING OFFICER
WITH RESPECT TO TAX REPORTING OR WITHHOLDING REQUIREMENTS.

BUYER'S INITIALS: SELLER'S INITIALS:

---------------- -------------------

EXHIBIT "E"
Page 4 of 4

EXHIBIT "F"

ASSIGNMENT OF INTANGIBLE PROPERTY

THIS ASSIGNMENT OF INTANGIBLE PROPERTY (this "Assignment") is made as of
_____________, 1996, by THE VONS COMPANIES, INC., a Michigan corporation
("Assignor"), to PACIFIC GULF PROPERTIES INC., a Maryland corporation
("Assignee").

A. Pursuant to that certain Agreement for Purchase and Sale of Real
Property and Joint Escrow Instructions dated as of ______ , 1996, by and between
Assignor and Assignee (the "Purchase Agreement"), Assignor is contemporaneously
herewith selling to Assignee that certain real property and improvements thereon
located in the City of San Diego, County of San Diego, State of California, the
land of which is more particularly described on Schedule 1 attached hereto and
incorporated herein by this reference. Terms used in this Assignment and not
otherwise defined shall be given the meanings defined in the Purchase Agreement.

B. Assignor desires to assign its interest in and to certain intangible
property to Assignee as of the date on which title to the Property is vested in
Assignee (the "Transfer Date"):

AGREEMENT

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which is hereby acknowledged:

1. As of the Transfer Date, Assignor hereby assigns and transfers unto
Assignee without recourse all of its right, title, claim and interest in, to and
under the following (collectively the "Assigned Interests"):

(a) all warranties and guarantees to the extent they may be
assigned, whether or not written, for all or any portion of the Property,
including, without limitation, the Improvements, including without limitation
construction warranties from contractors and subcontractors; and

(b) all governmental permits and approvals relating to the
construction, operation, use or occupancy of the Property.

2. This Assignment shall be binding on and inure to the benefit of
Assignee and Assignor, and their respective heirs, executors, administrators,
successors-in-interest and assigns.

3. This Assignment shall be governed by and construed in accordance with
the laws of the State of California.

IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date first
above written.

ASSIGNOR:

THE VONS COMPANIES, INC.,
a Michigan corporation

By:
---------------------------------
Print Name:
-------------------------
Its:
--------------------------------

Schedule 1

LEGAL DESCRIPTION OF THE PROPERTY

All of that certain real property located in the State of California,
County of San Diego, and described as follows:

FIRST AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND JOINT ESCROW INSTRUCTIONS

THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF
REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS (this "Amendment"), dated December
19, 1996 for reference purposes, is entered into by and between PACIFIC GULF
PROPERTIES INC., a Maryland corporation ("Buyer"), and THE VONS COMPANIES,
INC., a Michigan corporation ("Seller"), with reference to the following facts:

A. Seller and Buyer have previously executed and
delivered that certain Agreement for Purchase and Sale of Real Property and
Joint Escrow Instructions dated November 6, 1996 (the "Agreement"). Terms used
herein shall have the meanings given thereto in the Agreement.

B. Buyer and Seller now desire to amend the Agreement as
hereinafter set forth.

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

1. Investigation Period. Section 3.1 of the Agreement
is hereby amended and restated to read:

Buyer shall have until 5:00 p.m. on January 10, 1997 (the
"Investigation Period") to perform any and all investigations
which Buyer deems necessary to determine whether Buyer will
purchase the Property, including, without limitation, physical
inspection of the Property, investigations with respect to the
existing zoning and use restrictions and phase I environmental
matters.

2. This Amendment may be executed in counterparts, each
of which shall be deemed an original and all of which shall constitute one and
the same agreement with the same effect as if all parties had signed the same
signature page. This Amendment shall be deemed executed and delivered upon
each party's delivery of executed signature pages, which signature pages may be
delivered by facsimile with the same effect as delivery of the originals.

-1-
32
3. Except as expressly set forth herein, the Agreement
remains unmodified and in full force and effect.

IN WITNESS WHEREOF, Buyer and Seller have executed this
Amendment of the date first set forth above.

BUYER:

PACIFIC GULF PROPERTIES INC.,
a Maryland corporation

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President

SELLER:

THE VONS COMPANIES, INC.,
a Michigan corporation

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Senior Vice President

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇,
Assistant Secretary

-2-
33
3. Except as expressly set forth herein, the Agreement
remains unmodified and in full force and effect.

IN WITNESS WHEREOF, Buyer and Seller have executed this
Amendment of the date first set forth above.

BUYER:

PACIFIC GULF PROPERTIES INC.,
a Maryland corporation

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President

SELLER:

THE VONS COMPANIES, INC.,
a Michigan corporation

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Senior Vice President

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇,
Assistant Secretary

-2-
34
SECOND AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND JOINT ESCROW INSTRUCTIONS

THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF
REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS (this "Amendment"), dated January
9, 1997 for reference purposes, is entered into by and between PACIFIC GULF
PROPERTIES INC., a Maryland corporation ("Buyer"), and THE VONS COMPANIES,
INC., a Michigan corporation ("Seller"), with reference to the following facts:

A. Seller and Buyer have previously executed and
delivered that certain Agreement for Purchase and Sale of Real Property and
Joint Escrow Instructions dated November 6, 1996 and that certain First
Amendment to Agreement for Purchase and Sale of Real Property and Joint Escrow
Instructions dated December 19, 1996 (collectively, the "Agreement"). Terms
used herein shall have the meanings given thereto in the Agreement.

B. Buyer and Seller now desire to further amend the
Agreement as hereinafter set forth.

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

1. Investigation Period. Section 3.1 of the Agreement
is hereby amended and restated to read:

Buyer shall have until 5:00 p.m. on January 24, 1997 (the
"Investigation Period") to perform any and all investigations
which Buyer deems necessary to determine whether Buyer will
purchase the Property, including, without limitation, physical
inspection of the Property, investigations with respect to the
existing zoning and use restrictions and phase I environmental
matters.

-1-
35
3. Except as expressly set forth herein, the Agreement
remains unmodified and in full force and effect.

IN WITNESS WHEREOF, Buyer and Seller have executed this
Amendment of the date first set forth above.

BUYER:

PACIFIC GULF PROPERTIES INC.,
a Maryland corporation

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President

SELLER:

THE VONS COMPANIES, INC.,
a Michigan corporation

By:
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Senior Vice President

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇,
Assistant Secretary

-2-
36
3. Except as expressly set forth herein, the Agreement
remains unmodified and in full force and effect.

IN WITNESS WHEREOF, Buyer and Seller have executed this
Amendment of the date first set forth above.

BUYER:

PACIFIC GULF PROPERTIES INC.,
a Maryland corporation

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President

SELLER:

THE VONS COMPANIES, INC.,
a Michigan corporation

By:
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Senior Vice President

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇,
Assistant Secretary

-2-
37
THIRD AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE OF REAL
PROPERTY AND JOINT ESCROW INSTRUCTIONS

THIS THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF
REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS (this "Amendment"), dated January
23, 1997 for reference purposes, is entered into by and between PACIFIC GULF
PROPERTIES INC., a Maryland corporation ("Buyer"), and THE VONS COMPANIES,
INC., a Michigan corporation ("Seller"), with reference to the following facts:

A. Seller and Buyer have previously executed and
delivered that certain Agreement for Purchase and Sale of Real Property and
Joint Escrow Instructions dated November 6, 1996 (as previously amended, the
"Agreement"). Terms used herein shall have the meanings given thereto in the
Agreement.

B. Buyer and Seller now desire to further amend the
Agreement as hereinafter set forth.

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

1. Investigation Period. Section 3.1 of the Agreement
is hereby amended and restated to read:

Buyer shall have until 5:00 p.m. on February 7, 1997 (the
"Investigation Period") to perform any and all investigations
which Buyer deems necessary to determine whether Buyer will
purchase the Property, including, without limitation, physical
inspection of the Property, investigations with respect to the
existing zoning and use restrictions and phase I environmental
matters.

2. Close of Escrow.

(a) Section 3.2.2 of the Agreement is hereby amended and restated to read:

If Seller does not receive the Termination Notice during the
Investigation Period, then on or before seventy five (75) days
after the expiration of the Investigation Period, as extended
from time to time (the "Closing Date"), Escrow Holder shall
close the purchase of the Property.

-1-
38
(b) The second sentence of the first paragraph of
Section 5 of the Agreement is hereby amended and restated to read:

The Close of Escrow shall occur no later than seventy-five
(75) days following the expiration of the Investigation
Period, as extended from time to time.

3. Buyer's Conditions. A new Section 4.3.5 is added to
Section 4.3 of the Agreement to read:

4.3.5 Buyer shall have received and approved in writing that
certain Railway Contract referred to in Item 16 of Exhibit "C" to the Agreement
on or before the later of the expiration of the Investigation Period or five
(5) days after the date of Buyer's receipt of a complete and legible copy of
such Railway Contract.

4. This Amendment may be executed in counterparts, each
of which shall be deemed an original and all of which shall constitute one and
the same agreement with the same effect as if all parties had signed the same
signature page. This Amendment shall be deemed executed and delivered upon
each party's delivery of executed signature pages, which signature pages may be
delivered by facsimile with the same effect as delivery of the originals.

5. Except as expressly set forth herein, the Agreement
remains unmodified and in full force and effect.

IN WITNESS WHEREOF, Buyer and Seller have executed this
Amendment of the date first set forth above.

BUYER:

PACIFIC GULF PROPERTIES INC.,
a Maryland corporation

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President

-2-
39

SELLER:

THE VONS COMPANIES, INC.,
a Michigan corporation

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Senior Vice President

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇,
Assistant Secretary

-3-
40
FOURTH AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND JOINT ESCROW INSTRUCTIONS

THIS FOURTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF
REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS (this "Amendment"), dated February
7, 1997 for reference purposes, is entered into by and between PACIFIC GULF
PROPERTIES INC., a Maryland corporation ("Buyer"), and THE VONS COMPANIES,
INC., a Michigan corporation ("Seller"), with reference to the following facts:

B. Buyer and Seller now desire to further amend the
Agreement as hereinafter set forth.

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

1. Investigation Period. Section 3.1 of the Agreement
is hereby amended and restated to read:

Buyer shall have until 5:00 p.m. on February 14, 1997 (the
"Investigation Period") to perform any and all investigations
which Buyer deems necessary to determine whether Buyer will
purchase the Property, including, without limitation, physical
inspection of the Property, investigations with respect to the
existing zoning and use restrictions and phase I environmental
matters.

-1-
41
3. Except as expressly set forth herein, the Agreement
remains unmodified and in full force and effect.

IN WITNESS WHEREOF, Buyer and Seller have executed this
Amendment of the date first set forth above.

BUYER:

PACIFIC GULF PROPERTIES INC.,
a Maryland corporation

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President

SELLER:

THE VONS COMPANIES, INC.,
a Michigan corporation

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Senior Vice President

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇,
Assistant Secretary

-2-
42
3. Except as expressly set forth herein, the Agreement
remains unmodified and in full force and effect.

IN WITNESS WHEREOF, Buyer and Seller have executed this
Amendment of the date first set forth above.

BUYER:

PACIFIC GULF PROPERTIES INC.,
a Maryland corporation

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President

SELLER:

THE VONS COMPANIES, INC.,
a Michigan corporation

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Senior Vice President

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇,
Assistant Secretary

-2-
43
FIFTH AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND JOINT ESCROW INSTRUCTIONS

THIS FIFTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF
REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS (this "Amendment"), dated February
13, 1997 for reference purposes, is entered into by and between PACIFIC GULF
PROPERTIES INC., a Maryland corporation ("Buyer"), and THE VONS COMPANIES,
INC., a Michigan corporation ("Seller"), with reference to the following facts:

B. Buyer and Seller now desire to further amend the
Agreement as hereinafter set forth.

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

1. Property. The "Land" (as defined in the Agreement)
is expanded to include Parcel D of Parcel Map No. 927 in the City of San Diego,
County of San Diego, State of California, filed in the Office of the County
Recorder of San Diego County August 7, 1972, as File No. 206523 of Official
Records ("Parcel D"). The "Property" shall include Parcel D and all
Improvements, Appurtenances and Intangible Property located thereon or
associated therewith.

2. Purchase Price. The Purchase Price on account of the
existing Property is hereby decreased by $1,100,000, and the Purchase Price on
account of Parcel D is hereby increased by $750,000, for a net new Purchase
Price for all of the Property of $16,750,000.

3. Investigation Period. Section 3.1 of the Agreement
is hereby amended and restated to read:

Buyer shall have until 5:00 p.m. on the date which is five (5)
business days (i.e., not including Saturdays, Sundays and
state or national holidays) after the "Completion Date" (as
hereinafter defined) (the "Investigation Period") to perform
any and all investigations which Buyer deems necessary to
determine whether Buyer will purchase the Property, including,
without limitation, physical inspection of the Property,
investigations with respect to the
44
existing zoning and use restrictions and environmental
matters. It is agreed that, with respect to the Property
other than Parcel D, except for the environmental
investigation and remediation described in Section 4.4, Buyer
has completed its due diligence. Buyer has the right to
conduct a complete due diligence of Parcel D during the
Investigation Period pursuant to Section 3.1 of this
Agreement.

4. Prior Amendments. For ease of reference, the
following revisions made by prior amendments to the Agreement are restated
herein:

(a) Section 3.2.2 of the Agreement has been amended and restated to read:

(b) The second sentence of the first paragraph of
Section 5 of the Agreement has been amended and restated to read:

The Close of Escrow shall occur no later than seventy-five
(75) days following the expiration of the Investigation
Period, as extended from time to time.

5. Railroad Contract. New Section 4.3.5 which was
previously added to the Agreement is hereby amended and restated to read:

4.3.5 At the Close of Escrow, Buyer and Seller shall each
execute and deliver to the other through Escrow an Assignment
of Railroad Contract, in form and content reasonably
acceptable to both parties, assigning from Seller to Buyer the
rights under the Railroad Contract referred to in Item 16 of
Exhibit "C" to the Agreement, which Assignment shall have been
consented to in writing by the Railway Company under the
Railroad Contract, or its successor.

6. Title Exceptions. A new Section 4.3.6 is hereby
added to Section 4.3 of the Agreement to read:

4.3.6 Buyer shall have received and approved in writing (a) a
revised ALTA Survey of the Property to include Parcel D as
part of the Property, and (b) a supplement to the PTR showing
any additional Title Exceptions to be included in the Title
Policy

-2-
45
(including any additional exceptions based on the revised
Survey) on account of Parcel D, on or before the later of the
expiration of the Investigation Period or five (5) days after
the date of Buyer's receipt of the revised ALTA Survey and
supplement to the ▇▇▇.

▇. Remediation Work. A new Section 4.4 is hereby added
to Section 4 of the Agreement to read:

4.4 With respect to environmental matters, Dames & ▇▇▇▇▇
("Buyer's Consultant") has conducted an examination of the
Property for the presence of Controlled Material, and has
recommended in its report dated January 6, 1997, entitled
Remediation of Hydrocarbon Impacted Soil, that certain
environmental remediation work (the "Remediation Work") be
undertaken at the Property. The Remediation Work shall be
performed prior to the Close of Escrow by an environmental
engineering firm (the "Remediation Firm") selected by Buyer
(subject to Seller's reasonable approval) and engaged by
Seller. The cost of the Remediation Work shall be paid by
Buyer at the Close of Escrow. If, at any time during the
course of the Remediation Work, Buyer's Consultant advises
Buyer that the estimated cost of completing the Remediation
Work, together with all costs expended to date in connection
with the Remediation Work, is in excess of $125,000, Buyer
shall have the right, but not the obligation, to terminate the
Agreement pursuant to Section 3.2 of the Agreement, in which
event Buyer shall reimburse Seller promptly upon demand the
cost of the Remediation Work incurred prior to such
termination. The Remediation Firm shall coordinate all
Remediation Work with Buyer's Consultant and Buyer's
Consultant shall have the right to be present during, and to
oversee, all Remediation Work. Nevertheless, all permits for,
and manifests in connection with, the Remediation Work shall
be in Seller's name. The date upon which Buyer's Consultant
certifies to Buyer, Seller and the Escrow Holder that the
Remediation Work is complete and that all necessary
governmental approvals and closure reports with respect
thereto have been obtained shall be the "Completion Date".
Buyer shall have five (5) business days following the
Completion Date to review, in Buyer's sole discretion, the
results of the Remediation Work, including the Buyer's
Consultant's certificate and the governmental approvals and
closure reports. If Buyer does not elect to terminate the
Agreement during the Investigation Period, the Close of Escrow
shall proceed without a further reduction in the Purchase
Price on account of the Remediation Work.

-3-
46
8. Commencement of Work. A new Section 15.23 is hereby
added to the Agreement to read:

15.23 Rehabilitation Work. If this Agreement has not been
terminated, following the expiration of the Investigation
Period and prior to the Close of Escrow, Seller hereby grants
to Buyer, its agents and contractors a limited license (the
"Rack Removal License") to enter upon the Property to remove
and dispose of, at Buyer's cost, the warehouse storage racking
from the Property (the "Rack Removal Work") as Buyer deems
necessary, provided that in performing such Rack Removal Work
Buyer shall not unreasonably interfere with Seller's business
operations on the Property. Prior to performing any of the
Rack Removal Work, Buyer shall obtain and deliver to Seller an
endorsement to Buyer's liability insurance, adding Seller as
an additional insured thereon with respect to the Property.
Buyer shall indemnify, defend, and hold Seller and the
Property harmless from and against all damage, loss or
liability (including, without limitation, reasonable
attorneys' fees and costs of court and mechanic's liens or
claims) or claims or assertions thereof arising out of or in
connection with the entry onto the Property by Buyer and its
agents and contractors in the performance of the Rack Removal
Work. The foregoing indemnity shall survive the termination
of expiration of this Agreement. The Rack Removal License
shall continue in force until the Close of Escrow.

9. This Amendment may be executed in counterparts, each
of which shall be deemed an original and all of which shall constitute one and
the same agreement with the same effect as if all parties had signed the same
signature page. This Amendment shall be deemed executed and delivered upon
each party's delivery of executed signature pages, which signature pages may be
delivered by facsimile with the same effect as delivery of the originals.

-4-
47
10. Except as expressly set forth herein, the Agreement
remains unmodified and in full force and effect.

IN WITNESS WHEREOF, Buyer and Seller have executed this
Amendment of the date first set forth above.

BUYER:

PACIFIC GULF PROPERTIES INC.,
a Maryland corporation

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President

SELLER:

THE VONS COMPANIES, INC.,
a Michigan corporation

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Senior Vice President

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇,
Assistant Secretary

-5-
48
10. Except as expressly set forth herein, the Agreement
remains unmodified and in full force and effect.

IN WITNESS WHEREOF, Buyer and Seller have executed this
Amendment of the date first set forth above.

BUYER:

PACIFIC GULF PROPERTIES INC.,
a Maryland corporation

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President

By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President

SELLER:

THE VONS COMPANIES, INC.,
a Michigan corporation

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Senior Vice President

By:
----------------------------------
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇,
Assistant Secretary

-5-

1 EXHIBIT 10.1 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS ("AGREEMENT") is made and entered into as of NOVEMBER 6, 1996, by and...

Document Metadata

Document Metadata

Table of Contents