FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
           [James Center, Tacoma, Pierce County, Washington]

         THIS FIRST  AMENDMENT  TO  PURCHASE  AND SALE  AGREEMENT  (this  "First
Amendment") is made as of the ___ day of November, 1998, by and among JS - JAMES
CENTER ASSOCIATES, L. P., a Washington limited partnership, acting herein by and
through its general partner, Johnson Capital Corp. ("Seller") and PACIFIC REALTY
TRUST, a Maryland real estate investment trust ("Purchaser").


                                               W I T N E S S E T H:

         WHEREAS, Seller and Purchaser have heretofore entered into that certain
Agreement  of  Purchase  and Sale  dated  October  6,  1998  (the  "Agreement"),
pertaining to the real property  located in Tacoma,  Pierce County,  Washington,
such real property being more particularly described in the Agreement;

         WHEREAS, Seller and Purchaser hereby desire to amend the Agreement as
more particularly set forth below;

         NOW THEREFORE,  for and in  consideration  of Ten Dollars  ($10.00) and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged  by the  parties  hereto,  Seller  and  Purchaser  agree as
follows:

1.       All  capitalized  terms  used  herein  shall  have the same  meaning as
         defined  in the  Agreement,  unless  otherwise  defined  in this  First
         Amendment.

2.       The Due Diligence Period as defined in Paragraph 1.1(f) and used in the
         Agreement is hereby  amended to reflect that the Due  Diligence  Period
         shall be the period  ending on December 24, 1998 (the "First  Extension
         Period"),  and the  Purchaser  shall  have the right to extend  the Due
         Diligence Period for an additional  thirty (30) day period  thereafter,
         ending on January 25, 1999 (the "Second Extension Period").

3.       The outside Closing Date described in Paragraph 1.1(g) of the Agreement
         is hereby  revised to read "or after  February 24, 1999 unless  further
         extended as provided in Paragraph 2.8 below."

4.       Notwithstanding   anything  to  the  contrary  in  the  Agreement,   as
         consideration  for the  extensions,  Purchaser  and Seller hereby agree
         that $12,500.00 of the Earnest Money shall become non refundable and be
         paid by Escrow  Agent to Seller,  subject to the  conditions  set forth
         below,  upon the beginning of the First  Extension  Period and upon the
         beginning of the Second Extension Period (the "Extension Fee").  Escrow
         Agent shall be  authorized  to release the  Extension Fee for the First
         Extension Period and, if extended by Purchaser, the Second

30182176.3 40899 1705C 98484215

                                                         1





         Extension Period immediately upon receipt of written  notification from
         Purchaser that it has elected to proceed with the applicable extension.
         In the event  Purchaser  elects to terminate the Agreement  pursuant to
         any of the termination rights set forth in Sections 2.3, 2.5, 2.7(c) or
         2.8 of the Agreement, the Earnest Money (including, but not limited to,
         any  Extension  Fee) shall be returned to  Purchaser.  In the event the
         Purchaser  elects to purchase the  Property,  the Extension Fee for the
         First Extension Period and, if applicable, the Second Extension Period,
         shall be treated as Earnest Money and applied to the Purchase Price.

5.       Except as amended herein,  the Agreement shall remain in full force and
         effect.  In the event of any conflicts or  inconsistencies  between the
         provisions of this First Amendment and the provisions of the Agreement,
         the provisions of this First Amendment shall control.

6.       This First  Amendment  may be executed  in any number of  counterparts,
         each of  which  shall  be  deemed  to be an  original,  and all of such
         counterparts shall constitute one agreement. To facilitate execution of
         this First  Amendment,  the parties may execute and exchange  facsimile
         counterparts of the signature pages, and facsimile  counterparts  shall
         serve as originals.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this First
Amendment as of the date first above written.


                               JS - JAMES CENTER ASSOCIATES, L.P.,
                               a Washington limited partnership

                               By:      JOHNSON CAPITAL CORP.,
                                        its general partner



                                        By:   ______________________________
                                        Name: ______________________________
                                        Title:______________________________
                                                        "Seller"


                                  PACIFIC RETAIL TRUST,
                                  a Maryland real estate investment trust


                                        By:  ______________________________
                                        Name:______________________________
                                        Title:_____________________________
                                                         "Purchaser"

30182176.3 40899 1705C 98484215

     2





30182176.3 40899 1705C 98484215