RESOLUTION OF THE SHAREHOLDERS OF 
                                          
                        PACIFIC REAL ESTATE INVESTMENT TRUST
                                          
                              ADOPTED FEBRUARY 4, 1998


    Resolved that the dissolution, termination and liquidation of Pacific Real
Estate Investment Trust, through a series of transactions described in the
proposed Plan of Dissolution, Termination and Liquidation, in the form attached
as Exhibit A to that certain Proxy Statement, dated December 10, 1997, in
connection with the Special Meeting of Shareholders in Lieu of the Annual
Meeting of Shareholders of Pacific Real Estate Investment Trust, be approved.