BEDFORD PROPERTY INVESTORS INC/MD
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
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                        Exhibit 10.6(a)

                         BPIA AGREEMENT

     This BPIA Agreement (the "Agreement") is entered into by and
between Westminster Holdings, Inc., a California corporation doing
business as BPI Acquisitions ("BPIA") and Bedford Property Investors,
Inc., a Maryland corporation (the "Company") as of January 1, 1995.

                            RECITALS

   A.   Since February, 1993 the Company and Peter B. Bedford, the
        Chairman and Chief Executive Officer of the Company, have
        been operating pursuant to an arrangement with respect to
        the acquisition and financing activities of the Company.
        BPIA, formerly an acquisition division of the Company, is
        now a corporation wholly owned by Mr. Bedford.  The parties
        therefore wish to document the terms of their current and
        prospective arrangement in this Agreement.

   B.   The parties further wish to acknowledge and confirm that as
        of December 31, 1994, the amount owed to Mr. Bedford under
        the terms of the arrangement was Seven Hundred Eleven
        Thousand Nine Hundred Ninety-Four Dollars ($711,944.00) (a
        receivable transferred to and now owing to BPIA) and as of
        March 31, 1995, the additional amount owed to BPIA under
        the arrangement was Two Hundred Fifty Thousand Seven
        Hundred Fifty Dollars ($250,750), all as specifically set
        forth in line item detail on Exhibit A attached to this
        Agreement (the "Current Obligations").

                           AGREEMENT

   NOW, THEREFORE, the parties agree as follows:

   1.   Term of Contract.  This Agreement will initially be for a
        term of one (1) year commencing as of January 1, 1995, and
        may be extended for additional one (1) year terms, subject
        to a maximum term of three (3) years, at the sole election
        of the Company.  Unless the Company presents BPIA with
        written notice of termination sixty (60) days prior to the
        expiration of the then current term, the Agreement shall be
        extended automatically for each additional one (1) year
        term.  The Company shall have the further right to
        terminate this Agreement upon sixty (60) days prior notice
        at any time, subject to the payment of BPIA's fees as
        contemplated in Section 3 below.

   2.   Services.  During the term of this Agreement, BPIA shall
        engage solely and exclusively in the provision of services
        to the Company with respect to the Company's acquisition
        and financing activities (the "Services") including by,
        without limitation, the following:

        (a)  Financing.  BPIA shall assist the Company in obtaining
             both debt and equity financing ("Financing") for the
             Company by, among other things, locating sources of
             Financing, negotiating term sheets for Financings,
             assisting in the negotiation and drafting of any
             documents necessary or appropriate to complete the
             Financing and generally providing such additional
             services with respect to the Financing as the Company
             shall request, subject to the constraints of BPIA's
             staff, approved budgets and expertise.

        (b)  Acquisitions.  BPIA shall assist the Company in
             acquisition of real properties ("Acquisitions") by,
             among other things, locating and identifying potential
             properties, negotiating property purchase agreements,
             preparing investment analyses in connection with
             potential acquisitions, conducting and supervising the
             Company's due diligence activities in connection with
             potential acquisitions and preparing and submitting to
             the Company's Board of Directors term sheets with
             respect to potential acquisitions and generally
             providing such additional services with respect to
             Acquisitions as the Company shall request, subject to
             the constraints of BPIA's staff, approved budgets and
             expertise.

        (c)  Discretion of the Company.  All of the foregoing
             Services shall be conducted subject to the Company's
             right to determine at any time and for any reason
             whatsoever to commence, cease or modify any Financing
             or Acquisition activity.  Notwithstanding the
             following provisions regarding BPIA's compensation,
             the Company shall retain sole and absolute discretion
             as to whether and when to conduct or consummate any
             Financing or Acquisition and whether and when to
             perform any contractual undertaking with a third party
             entered into as part of a Financing or Acquisition
             activity.

        (d)  Authority.  BPIA shall have no authority to execute on
             behalf of the Company any agreement, term sheet or
             other undertaking or to represent to any third party
             that BPIA has the authority to enter into any
             agreement, written or oral, which would bind the
             Company.

   3.   Compensation.  For the Services rendered under this
        Agreement, the Company shall pay to BPIA, simultaneously
        with the closing of each Acquisition or Financing, a fee in
        an amount equaling the lesser of (i) one and one-half
        percent (1 1/2%) of the gross amount of the Financing or
        the aggregate purchase price with respect to an
        Acquisition, or (ii) an amount equal to (A) the aggregate
        amount of Approved Expenses (as defined in Section 4 below)
        funded by BPIA through the time of such Acquisition or
        Financing minus (B) the aggregate amount of fees (including
        fees attributable to Approved Expenses) previously paid to
        BPIA under this Agreement.  Following the termination of
        this Agreement for any reason, the Company shall remain
        obligated to and shall pay to BPIA the fee described above
        if and when any Financing or Acquisition identified in good
        faith by BPIA as a transaction upon which BPIA has worked
        prior to the termination closes, provided that in the event
        of a termination of this Agreement based on BPIA's default,
        such fees shall be reduced by any damages caused directly
        by BPIA's default.  BPIA's identification of pre-
        termination current transactions shall be provided to the
        Company in writing within 30 days following the
        termination.  Notwithstanding the foregoing, at any time
        following any date upon which the holders of the Series A
        Preferred (as defined in the Company's Charter) elect the
        majority of the members of the Board of Directors of the
        Company, the Company shall pay to BPIA, in full and final
        payment for all services rendered the amount described in
        clause (ii) above, within 60 days following the date of any
        termination (reduced by any damages caused directly by a
        default of BPIA triggering such termination).

   4.   Expenses.  BPIA shall be responsible for the direct payment
        of all of the following costs and expenses during the term
        of this Agreement:

        a.   The costs of salary and wages, payroll taxes,
             insurance, worker's compensation and other benefits of
             BPIA's employees and agents and training and hiring
             expenses;

        b.   The cost of BPIA's overhead including, without
             limitation, the cost of forms, papers ledgers and
             other office supplies and equipment, telephone,
             telecopy, courier, expedited delivery and postage
             charges, and miscellaneous expenses;

        c.   The cost of accounting and reporting services;

        d.   An amount equal to 40% of the costs of the Company's
             officers and directors insurance;

        e.   The cost of travel by BPIA's employees and agents in
             connection with the Performance of the Services;

        f.   The out-of-pocket costs incurred in connection with
             the arrangement, due diligence and negotiation stages
             of any Financing or Acquisition, including the costs
             of any title services, survey, financial investigating
             services, market studies, photographic services,
             architectural and engineering services,
             accountant/auditing work, legal counsel, environmental
             inspections and reports and other due diligence
             efforts, all in accordance with the past practices of
             the Company and Peter B. Bedford.

   Items a through d above shall be referred to as "Overhead
Costs;" items e and f shall be referred to as "Transaction Costs."
For the purposes of this Agreement, all such costs and expenses shall
be deemed "Approved Expenses" if and to the extent that such expenses
are reasonable in amount and do not exceed the sums budgeted therefore
under the then approved current Overhead Budget or Transaction Budget
(each as defined below).  In no event shall costs attributable to
losses arising from gross negligence, willful misconduct or fraud on
the part of BPIA or BPIA's officers, employees, or agents, or arising
from BPIA's breach of this Agreement constitute Approved Expenses.


   5.   Budgets and Reporting.

        (a)  BPIA has submitted and the Company has approved the
             budget attached to this Agreement as Exhibit B setting
             forth its projected Overhead Costs for the balance of
             calendar year 1995 (the "Overhead Budget").  BPIA
             shall, prior to December 1 of each year during which
             this Agreement remains in effect, submit to the
             Company for the Company's approval an Overhead Budget
             setting forth its projected Overhead Costs for the
             next calendar year.  The Company's approval of such
             budget shall not be unreasonably withheld or delayed.
             BPIA and the Company acknowledge, however, that the
             Overhead Budget and the Company's approval of the
             budget shall be subject to the further approval of AEW
             (as defined in that certain Series A Preferred Stock
             Purchase Agreement dated as of May 18, 1995, by and
             among AEW Partners, L.P., Peter B. Bedford and the
             Company).  The foregoing provisions are intended by
             the parties to benefit AEW as a third party
             beneficiary.

        (b)  In addition, BPIA shall, as early as reasonably
             practicable, submit to the Company for its approval a
             budget for each potential Acquisition or Financing
             setting forth the estimated timing and amount of all
             projected Transaction Costs (each, a "Transaction
             Budget").

        (c)  BPIA shall provide a monthly accounting of all
             Overhead Costs or Transaction Costs incurred, which
             report shall identify any items inconsistent with the
             approved budgets.  The Company shall exercise
             reasonable efforts following receipt of such report to
             review and approve the report and to identify in
             writing any expenses which the Company believes are
             not reimbursable under the terms of this Agreement,
             together with a statement of the basis for any
             objection.  No failure affirmatively to object upon
             receipt of a report of expenses incurred, however,
             shall convert Overhead Expenses not contemplated in
             the approved Overhead Budget or other expenses not
             otherwise properly treated under this Agreement as
             Approved Expenses into Approved Expenses.

   6.   Employees.  All persons employed by BPIA in connection with
        the Services shall be BPIA's employees or independent
        contractors, and shall not be the employees or agents of
        the Company.  BPIA shall fully comply with all applicable
        laws and regulations having to do with worker's
        compensation, social security, unemployment insurance,
        hours of labor, wages, working conditions, and other
        employer-employee related subjects.  BPIA represents that
        it is and will continue to be an equal opportunity
        employer.

   7.   Limited Activity.  During the term of this Agreement, BPIA
        shall not engage in any activity whatsoever other than the
        provision of the Services or enter into any contractual
        relationship of any kind, directly or indirectly, as owner,
        employee, partner, tenant, option holder, through stock
        ownership, investment of capital, lending or borrowing of
        money or property, rendering of services or otherwise.
   8.   Confidentiality.  BPIA agrees to maintain the
        confidentiality of all information with respect to its
        performance of the Services and any property or interests
        of the Company.  BPIA may, however, disclose any of such
        information to its agents, directors, officers, employees,
        advisors, attorneys or representatives who require such
        information for the purpose of performing or assisting in
        the performance of the Services, provided that such parties
        shall be informed of the confidential nature of such
        information.  BPIA may also disclose any such information
        to the extent required by law or court order provided that
        BPIA shall have first, to the extent reasonably
        practicable, advised the Company of the requirement to
        disclose such information and shall have afforded the
        Company an opportunity to dispute such requirement and seek
        relief therefrom by legal process.  The provisions of this
        Section shall survive the expiration or termination of this
        Agreement.

   9.   Applicable Law.  This Agreement and all other documents and
        instruments executed and delivered to evidence, complete or
        perfect the transactions contemplated hereby and thereby
        will be interpreted, construed, applied and enforced in
        accordance with the laws of the State of California
        (without regard to principles of conflicts of laws
        otherwise applicable).

   10.  Indemnification.

        (a)  BPIA shall indemnify, defend and hold harmless the
             Company for, from and against any cost, loss, damage
             or expense (including, but not limited to, reasonable
             attorneys' fees and all court costs and other expenses
             of litigation, whether or not taxable under local law)
             resulting from breach of this Agreement,
             discriminatory conduct, willful misconduct or gross
             negligence on the part of BPIA or its officers,
             employees, agents or representatives or arising out of
             BPIA's policies, procedures, acts or omissions
             relating to employment matters.

        (b)  The Company hereby agrees to indemnify, defend and
             hold harmless BPIA for, from and against any cost,
             loss, damage or expense (including, but not limited
             to, reasonable attorneys' fees and all court costs and
             other expenses of litigation, whether or not taxable
             under local law) resulting from (i) the breach of this
             Agreement by the Company, (ii) willful misconduct or
             gross negligence of the Company or its partners,
             employees, agents or representatives, or (iii) any
             action or claim against BPIA arising out of the
             performance of BPIA of its duties hereunder, provided
             that (x) such action or claim shall not have arisen by
             reason of breach of this Agreement by BPIA,
             discriminatory conduct or willful misconduct or gross
             negligence of BPIA or its officers, employees, agents
             or representatives and (y) such action or claim shall
             not arise out of BPIA's policies, procedures, acts or
             omissions relating to employment matters.

   11.  Assignment.  Neither this Agreement nor any of the
        obligations hereunder shall be assignable or delegable by
        either party without the prior written consent of the other
        party, provided that the rights and obligations of the
        Company may be assigned and delegated to any successor by
        merger or reorganization of the Company or to any entity
        which acquires all or substantially all of the assets of
        the Company, provided that following any such succession,
        Peter B. Bedford remains the CEO (or an equivalent
        position) in the successor entity.

   12.  Notices.  Any notices required to be given under this
        Agreement by one party to the other may be affected by
        delivery, in writing, by facsimile, mail, registered or
        certified, postage prepaid with return receipt requested.
        Notices delivered personally or by facsimile will be deemed
        communicated as of the date of actual receipt; mailed
        notices will be deemed communicated as of the day of
        receipt or the fifth business day after mailing, whichever
        occurs first.

   13.  Titles and Subtitles.  The titles and subtitles used in
        this Agreement are used for convenience only and are not to
        be considered in construing or interpreting this Agreement.

   14.  Entire Agreement of the Parties.  This Agreement supersedes
        any and all agreements, either oral or written, between the
        parties with respect to the rendering of services by BPIA
        to the Company and contains all of the representations,
        covenants, and agreements between the parties with respect
        to the rendering of those services.  Each party to this
        Agreement acknowledges that no representations,
        inducements, promises, or agreements, orally or otherwise,
        have been made by any party, or anyone acting on behalf of
        any party, which are not contained in this Agreement, and
        that no other agreement, statement, or promise not
        contained in this Agreement will be valid or binding.  Any
        modification of this Agreement will be effective only if it
        is in a writing signed by the Party to be charged.

   15.  Recovery of Litigation Costs.  If any legal action or other
        proceeding, or arbitration proceeding, is brought for the
        enforcement of this Agreement, or because of an alleged
        dispute, breach, default, or misrepresentation in
        connection with any of the provisions of this Agreement,
        the prevailing party or parties shall be entitled to
        recover court costs, arbitration costs, reasonable
        attorneys' fees and other costs incurred in that action or
        proceeding, in addition to any other relief to which it or
        they may be entitled.  The prevailing party shall be
        determined based upon an assessment of which party's major
        arguments made or positions taken in the proceedings fairly
        could be said to have prevailed over the other party's
        major arguments or positions on major disputed issues in
        the decision.

   16.  Amendments and Waivers.  Any term of this Agreement may be
        amended and the observance of any term of this Agreement
        may be waived (either generally or in a particular instance
        and either retroactively or prospectively), only with the
        written consent of the parties hereto and AEW.  The
        foregoing provision is intended by the parties to benefit
        AEW as a third-party beneficiary.

   17.  Severability.  If any provision of this Agreement is held
        invalid or unenforceable by any court of final
        jurisdiction, it is the intent of the parties that all
        other provisions of this Agreement be construed to remain
        fully valid, enforceable, and binding on the parties,
        provided that no such severability shall be effective if it
        materially changes the economic benefit of this Agreement
        to any party.

   18.  Confirmation.  Peter B. Bedford's execution of this
        Agreement in the space provided below shall both confirm
        the accuracy of the Recitals and express Mr. Bedford's
        agreement to make the payments of expenses required of BPIA
        in Section 4 above should BPIA fail to make any of such
        payments in timely fashion, provided that Mr. Bedford shall
        have no such obligation if, when and to the extent that the
        outstanding amount described in Section 3 (ii) above
        exceeds $1,000,000 or following a termination of BPIA's
        obligations based on the expiration or termination of the
        term of this Agreement or pursuant to the operation of
        Section 11.  In furtherance of the foregoing:

        (a)  Mr. Bedford acknowledges that the foregoing is an
             absolute and unconditional undertaking of payment,
             enforceable without the necessity of any suit or
             proceedings of any kind or nature whatsoever against
             BPIA and without the necessity of any notice of
             nonpayment, nonperformance or nonobservance or any
             notice of acceptance.  Mr. Bedford hereby expressly
             agrees that the validity of this undertaking and the
             obligations set forth shall in no way be affected,
             diminished, impaired or terminated by reason of the
             assertion or the failure to assert by the Company
             against BPIA of any of the rights or remedies reserved
             to the Company or otherwise by (i) the release or
             discharge of BPIA in any creditors' proceedings,
             receivership, bankruptcy or other proceedings, (ii)
             the impairment, limitation or modification of the
             liability of BPIA or the estate of BPIA in bankruptcy
             or (iii) the rejection or disaffirmance of this
             Agreement in any such proceedings.  Mr. Bedford
             further waives any defense based upon any statute or
             rule of law which provides that the obligation of a
             surety must be neither larger in amount nor in any
             other respect more burdensome than that of a
             principal.

        (b)  This undertaking shall be continuing and the liability
             of Mr. Bedford shall in no way be affected, modified
             or diminished by reason of any assignment (except as
             provided in Section 11 above), renewal pursuant to
             Section 1 above (subject to the maximum 3-year term)
             or by reason of any modification or waiver of or
             change in any of the terms, covenants, conditions or
             provisions of the Agreement.  Without limiting the
             generality of the foregoing, the Company may at any
             time and from time to time without the consent of, or
             notice to, Mr. Bedford, without incurring
             responsibility to and without impairing or releasing
             the obligations of Mr. Bedford hereunder: (i) exercise
             or refrain from exercising any rights against BPIA or
             others or otherwise act or refrain from acting, or
             (ii) settle or compromise in good faith any
             obligations of BPIA under the Agreement.

   The parties hereto have executed this Agreement as of the date
first written above.

BEDFORD PROPERTY INVESTORS, INC. WESTMINSTER HOLDINGS, INC.

/s/ Donald A. Lorenz                            /s/ Peter B. Bedford
Donald A. Lorenz                                Peter B. Bedford
Its: Chief Financial Officer

The undersigned Peter B. Bedford executes this Agreement solely for
purposes of Section 18 above.

/s/ Peter B. Bedford
Peter B. Bedford

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