Exhibit 10.3
                              Second Amendment to
                           Purchase and Sale Contract
                               (Serramonte Plaza)
     This Second Amendment To Purchase and Sale Contract (this "Amendment") is
entered into as of September 13, 1999, by and between SERRAMONTE PLAZA, a
California limited partnership ("Seller"), and STRATEGIC ACQUISITION
CORPORATION, a Delaware corporation ("Purchaser"), with respect to an escrow
established with Fidelity National Title Insurance Company.
     Reference is made to that certain Purchase and Sale Contract dated as of
July 6, 1999 between Purchaser and Seller, as amended by that certain First
Amendment to Purchase and Sale Contract dated as of August 13, 1999 (as so
amended, the "Contract").  Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Contract.
     Purchaser and Seller desire to amend the Contract pursuant to the terms set
forth below.
     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Contract is hereby amended as follows:
     1.   Closing Date.  The Closing Date is hereby extended to November 15,
1999, provided that Seller and Purchaser may change the Closing Date to an
earlier date by mutual written agreement.
     2.   Counterparts.  This Amendment may be executed in counterparts, each of
which when compiled together shall constitute one and the same original.
                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

     3.   No Other Modifications.  Except as expressly modified hereby, all
terms and conditions of the Contract remain unmodified and in full force and
effect.
     IN WITNESS WHEREOF, Seller and Purchaser have entered into this Amendment
as of the date written above.
"Seller"
SERRAMONTE PLAZA, a California limited partnership
By:  GP Services XVII, Inc., a South Carolina corporation, Its General Partner
By:
   Its:
"Purchaser"
STRATEGIC ACQUISITION CORPORATION, a Delaware corporation
By:
   Its: