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               SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE


         This Second Amendment to Agreement of Purchase and Sale (this
"Amendment") is entered into effective as of the 11th day of December, 1998, by
and among LINCOLN-WHITEHALL REALTY, L.L.C., A DELAWARE LIMITED LIABILITY
COMPANY, LINCOLN-WHITEHALL PACIFIC, L.L.C., A DELAWARE LIMITED LIABILITY
COMPANY, WHLNF REAL ESTATE LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP,
AND WHSUM REAL ESTATE LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP
(EACH, "SELLER", AND COLLECTIVELY, THE "SELLERS"), and AMERICAN INDUSTRIAL
PROPERTIES REIT, A TEXAS REAL ESTATE INVESTMENT TRUST ( "BUYER ").

                              W I T N E S S E T H:

         WHEREAS, Sellers and Buyer have entered into that certain Agreement of
Purchase and Sale dated November 12, 1998, as amended by an Amendment to
Agreement of Purchase and Sale dated effective November 23, 1998 (collectively,
the "Agreement"), pursuant to which Sellers have agreed to sell and Buyer has
agreed to purchase certain real properties comprising the "Lincoln-Whitehall
Portfolio," as more particularly described therein; and

         WHEREAS, the parties hereto desire to amend the Agreement, as more
fully set forth herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

1.       The reference to "December 11, 1998" contained in the definition of
         "Due Diligence Period" (as defined in Section 1.1 of the Agreement) is
         hereby amended to read "December 18, 1998."

2.       The reference to "December 11, 1998" contained in the definition of
         "Second Deposit Date" (as defined in Section 1.1 of the Agreement) is
         hereby amended to read "December 18, 1998."

3.       The Agreement, as amended by this Amendment, is hereby ratified and
         confirmed and remains in full force and effect.

         EXECUTED effective as of the day and year first above written.

               "BUYER"

               AMERICAN INDUSTRIAL PROPERTIES REIT,
               a Texas real estate investment trust

               By:    /s/ MARC A. SIMPSON
                      -----------------------------------
               Name:       Marc A. Simpson
                      -----------------------------------
               Title:      Senior Vice President
                      -----------------------------------


   2

               "SELLERS"

               LINCOLN-WHITEHALL REALTY, L.L.C.,
               a Delaware limited liability company

               By: Whitehall Street Real Estate Limited Partnership V,
                   Member

                   By: WH Advisors, L.P. V
                       General Partner

                       By: WH Advisors, Inc., V,
                           General Partner

                           By:    /s/ DAVID M.WEIL
                                  ----------------------------------
                           Name:      David M. Weil
                                  ----------------------------------
                           Title:     Vice President
                                  ----------------------------------


               LINCOLN-WHITEHALL PACIFIC, L.L.C.,
               a Delaware limited liability company

               By: Lincoln-Whitehall Realty, L.L.C.
                   Member

                   By: Whitehall Street Real Estate Limited Partnership V,
                       Member

                       By: WH Advisors, L.P. V,
                           General Partner

                           By: WH Advisors, Inc., V,
                               General Partner

                               By:    /s/ DAVID M.WEIL
                                      ----------------------------------
                               Name:      David M. Weil
                                      ----------------------------------
                               Title:     Vice President
                                      ----------------------------------

               WHLNF REAL ESTATE LIMITED PARTNERSHIP,
               a Delaware limited partnership

               By: WHLNF Gen-Par, Inc.,
                   General Partner

                   By:    /s/ DAVID M.WEIL
                          -------------------------------
                   Name:      David M. Weil
                          -------------------------------
                   Title:     Vice President
                          -------------------------------

   3

               WHSUM REAL ESTATE LIMITED PARTNERSHIP,
               a Delaware limited partnership

               By: WHSUM Gen-Par, Inc.,
                   General Partner

                   By:    /s/ DAVID M.WEIL
                          -------------------------------
                   Name:      David M. Weil
                          -------------------------------
                   Title:     Vice President
                          -------------------------------