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                                    AGREEMENT




          This Agreement ("AGREEMENT") is entered into as of this ____ day of
May, 1996 by and between Warburg, Pincus Investors, L.P., a Delaware corporation
("WARBURG"), and Pacific Greystone Corporation, a Delaware Corporation (the
"COMPANY").


                               W I T N E S S E T H


          WHEREAS, Warburg owns 6,853,366 shares of Common Stock, par value $.01
per share, of the Company, such stock representing in excess of 50% of the
voting power of the Company's voting stock;

          WHEREAS, the parties hereto have been advised by the Company's
independent public accountants that pooling of interests accounting treatment is
generally unavailable for a transaction involving a company that within two
years prior to the transaction had a shareholder that controlled more than 50%
of the voting power of such company; and

          WHEREAS, the parties have been further advised by the Company's
independent public accountants that upon execution of this Agreement, Warburg
will be deemed to have divested itself of voting power in excess of the 50%
limitation for the purposes of the pooling of interest accounting rules referred
to above;

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each party, the parties hereto, intending to be legally bound,
agree as follows:

     1.   VOTING

          At any time when a matter is brought to the vote of the Company's
shareholders and Warburg beneficially owns shares of the Company voting stock
representing more than 50% of th voting power of the Company's shares entitled
to vote on such matter (the "LIMIT"), then:

          (a)  Warburg may vote shares up to the Limit in its discretion; and

          (b)  Warburg shall vote shares beneficially owned by it in excess of
the Limit in the same proportion as the shares voted by holders other than
Warburg are voted on such matter.



     2.   AMENDMENT OR TERMINATION

          Except as set forth in paragraph 3 below, this Agreement may not be
amended or terminated without the concurrence of:

          (a)  a majority of the Directors of the Board of the Company that are
not officers, employees or partners of Warburg or the Company; or

          (b)  a majority of the votes of the shares of the Company voting stock
voting on the matter at a meeting duly called other than shares of Company
voting stock beneficially owned by Warburg.

     3.   ADDITIONAL RIGHT TO TERMINATION

          This Agreement shall also be terminated by either Warburg or the
Company if it shall have received an opinion from a certified public accounting
firm contrary to the advice referred to in the third "Whereas" clause hereto and
such opinion is delivered to all the parties hereto.

     4.   COUNTERPARTS

          This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     5.   NOTICES

          All notices, requests, demands and other communications under this
Agreement shall be in writing, shall be given by one of the methods specified
below, and shall be deemed to have been duly given (i) on the date of service if
served personally on the party to whom notice is to be given, (ii) on the second
business day after delivery to an overnight courier service, provided receipt of
delivery has been confirmed, or (iii) upon receipt by the transmitting party of
confirmation or answer-back if delivery is by telex or telefax.

          If to Warburg:
          
          Warburg, Pincus Investors, L.P.
          466 Lexington Avenue
          New York, New York  10017
          Attention:  John Santoleri
          Telephone:  (212) 878-9382
          Facsimile:  (212) 878-9351

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          If to the Company:

          Pacific Greystone Corporation
          6767 Forest Lawn Drive, Suite 300
          Los Angeles, California  90068-1027
          Attention:  Jack R. Harter
          Telephone:  (213) 436-6300
          Facsimile:  (213) 876-3866

     6.   GOVERNING LAW

          This Agreement shall be construed in accordance with, and governed by,
the laws of the State of Delaware.

          IN WITNESS WHEREOF, the parties to this Agreement have duly executed
it as of the date set forth above.

                              WARBURG, PINCUS INVESTORS, L.P.



                              By:____________________________
                                 Name:
                                 Title:



                              PACIFIC GREYSTONE CORPORATION



                              By:____________________________
                                 Name:
                                 Title:

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