<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported) September 11, 1996


                      TECHNICLONE INTERNATIONAL CORPORATION
             (Exact name of Registrant as specified in its charter)



              California                 0-17085            95-3698422
     (State or other jurisdiction      (Commission        (IRS Employer
           of incorporation)           File Number)      Identification No)



        14282 Franklin Avenue, Tustin, California                92780
        (Address of principal executive offices)               (Zip Code)



        Registrant's telephone number, including area code (714) 838-0500



                                 Not Applicable
          (Former name or former address, if changed since last report)

                                  Page 1 of 33
                             Exhibit Index on Page 4

<PAGE>   2

ITEM 5.  OTHER EVENTS

         On September 11, 1996, the Company entered into a Purchase Agreement
for Real Property and Escrow Instructions dated as of September 11, 1996 with
TR KOLL TUSTIN TECH CORP. ("Koll"). Under the terms of the agreement, the
Company agreed to purchase from Koll land and a building located at 14272
Franklin Avenue, Tustin, California 92780 for the purchase price of $1,524,663.
This 24,201 square foot building is adjacent to the Company's existing building
which was purchased in April 1996. The building to be purchased is partially
occupied by tenants under the terms of leasing arrangements and the balance of
the building, consisting of approximately 5,000 square feet, will be occupied by
the Company over the next six months to support expanded in-house research and
development operations. The Company retains the option to terminate the tenant
leases at the end of a two year period if needed to expand its antibody
production capabilities. The Company expects to make a down payment of
approximately $500,000 towards the building purchase and to finance the balance
under the terms of a mortgage loan currently being negotiated. The closing of
the transaction is expected to take place on or before October 15, 1996.


ITEM 7.  EXHIBITS

EXHIBIT NO.    DESCRIPTION

10.1           Purchase Agreement for Real Property and Escrow Instructions 
               dated as of September 11, 1996 by and between TR Koll Tustin Tech
               Corp., an Illinois corporation, and Registrant.






                                        2

<PAGE>   3

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            TECHNICLONE INTERNATIONAL
                                            CORPORATION

Date:  September 11, 1996                   By:  /s/ R.C. SHEPARD
                                                 -------------------------------
                                                 R.C. Shepard
                                                 Assistant Secretary





                                        3

<PAGE>   4

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                     SEQUENTIAL
EXHIBIT NO.       DESCRIPTION                                        PAGE NO.
- -----------       -----------                                        ----------

<S>               <C>                                                <C>
10.1              Purchase Agreement for Real Property                    5
                  and Escrow Instructions dated as of
                  September 11, 1996 by and between
                  TR Koll Tustin Tech Corp., an Illinois
                  corporation, and Registrant.
</TABLE>






                                        4





<PAGE>   1
                                                              EXHIBIT 10.1

                      PURCHASE AGREEMENT FOR REAL PROPERTY
                             AND ESCROW INSTRUCTIONS


         This Purchase Agreement for Real Property and Escrow Instructions
("AGREEMENT") is entered into by and between TR KOLL TUSTIN TECH CORP., an
Illinois corporation, ("SELLER"), and TECHNICLONE INTERNATIONAL CORPORATION, a
California corporation ("BUYER").

         1.   PURCHASE OF PROPERTY. Seller is the owner of that certain Property
(as described in Paragraph 2.1). Seller hereby agrees to sell to Buyer and Buyer
hereby agrees to purchase from Seller, the Property in consideration for the
payment of the Purchase Price (as described in Paragraph 2.4), together with the
respective promises of the parties set forth in this Agreement.

         2.   BASIC TERMS AND DEFINITIONS.

              2.1 PROPERTY. The term "PROPERTY" shall refer to an industrial
         building comprised of approximately 24,201 square feet of industrial
         space including: (i) the land ("LAND") together with all improvements,
         fixtures and equipment located on the Land, including the building
         commonly referred to as 14272 Franklin Avenue, Tustin, California
         ("BUILDING"), as more particularly described on the attached Exhibit
         "A" (excluding, however, any fixtures or equipment owned by tenants of
         the Building or any property
 manager), (ii) whatever rights Seller has
         in any easements, rights of way, development rights, and real property
         rights appurtenant to the Land, to the extent they are assignable
         (collectively, "REAL PROPERTY RIGHTS"), (iii) whatever rights Seller
         has in, Licenses and Permits (as defined in Paragraph 15) and (iv) any
         personal property owned by Landlord, located on the Land, and used
         solely in connection therewith ("PERSONAL PROPERTY"). Notwithstanding
         anything to the contrary contained in this Agreement, Seller is not
         transferring any rights in the name "Koll" or "Koll Investment
         Management" nor shall Buyer have any rights to use the name "Koll" or
         "Koll Investment Management" with regard to the Property or otherwise.

              2.2   BUYER.  Techniclone International Corporation, a California 
         corporation, whose address is 14282 Franklin Avenue, Tustin, California
         92780, Attention: William Bix Moding; Telephone (714) 838-0500;
         Telecopier: (714) 838-5817.

              2.3   SELLER.  TR Koll Tustin Tech Corp., whose address is c/o The
         Koll Company, 4343 Von Karman Avenue, Newport Beach, California
         92660-2083, Attention: Mark Buchanan; Telephone: (714) 852-5252;
         Telecopier: (714) 250-6055.

              2.4   PURCHASE PRICE.  The purchase price shall be One Million 
         Five Hundred Twenty Four Thousand Six Hundred Sixty Three Dollars
         ($1,524,663.00) ("PURCHASE PRICE").


                                        5

<PAGE>   2
              2.5   TERMS OF PURCHASE, CERTAIN DEFINITIONS.

                    (a) THE DEPOSIT. A cashier's or certified check in the 
              amount of Twenty Thousand Dollars ($20,000) (the "DEPOSIT") shall
              be delivered to Escrow Holder by Buyer upon execution of this
              Agreement as a condition to the "OPENING OF ESCROW" as provided in
              Paragraph 9. Escrow Holder shall place the Deposit in an
              interest-bearing account and all earned interest shall accrue to
              the Buyer's benefit, unless Seller is entitled to the Deposit as
              liquidated damages under Paragraph 8.5, in which event the
              interest shall accrue to Seller's benefit. For purposes of this
              Agreement, any accrued interest shall be deemed part of the
              "DEPOSIT". The Deposit shall be applied toward the Purchase Price
              at Closing (as hereinafter defined).

                    (b) BUYER'S CASH AT CLOSING. The balance of the Purchase 
              Price less the amount of the Deposit, plus any other amounts to be
              paid by Buyer under this Agreement, shall be delivered to Escrow
              Holder by Buyer as provided in Paragraph 7.3.

              2.6   EFFECTIVE DATE.  The effective date of this Agreement shall
         be the date on which both Buyer and Seller execute the Agreement
         ("EFFECTIVE DATE").

              2.7   CLOSING DATE.  The consummation of the transaction intended
         by this Agreement (the "CLOSING") shall occur on or before OCTOBER 15,
         1996 ("CLOSING DATE"), unless extended by mutual written agreement.

              2.8   ESCROW.  Escrow Number ____________ at the Escrow Holder
         which shall be opened as provided in Paragraph 9.

              2.9   ESCROW HOLDER.  Chicago Title Insurance Company ("TITLE 
         COMPANY"), whose address is: 16969 Von Karman, 2nd Floor, Irvine,
         California 92714, Escrow Officer: Lorri Beasley, Telephone: (714)
         263-2544, Direct Telecopier: (714) 752-8043

              2.10  PERMITTED EXCEPTIONS. Any exceptions to title shown on the 
         Title Commitment to which Buyer does not object within the time periods
         provided in Paragraph 3 below shall be "PERMITTED EXCEPTIONS" for
         purposes of this Agreement, as more specifically provided below in said
         Paragraph 3.

              2.11  TITLE COMMITMENT. A current commitment for an Owner's
         Protection Policy of Title Insurance for the Property issued by the
         Title Company in the full amount of the Purchase Price, showing Seller
         as owner of the Property in fee simple and Buyer as the proposed
         insured.

              2.12  TITLE POLICY. Subject to the provisions of Paragraph 9.5
         below relating to costs, a CLTA Owners Protection Policy of Title
         Insurance issued by Chicago Title Insurance Company ("TITLE COMPANY"),
         in the amount of the Purchase Price, subject to the Permitted
         Exceptions.


                                        6

<PAGE>   3
         3.   TITLE. Not later than fifteen (15) days following the Effective
Date, Seller shall deliver the Title Commitment to Buyer, together with legible
copies of all documents and instruments of record reflected therein. If Buyer
objects to any exceptions to title shown in the Title Commitment, other than the
standard preprinted exceptions, any matters relating to the acts of Buyer or
those claiming by, through or under Buyer, or liens or encumbrances of a
definite or ascertainable amount (which Seller hereby agrees to release on or
before the Closing Date, utilizing the sale proceeds at Closing at Seller's
election), then Buyer shall give Seller notice of such objection no later than
fifteen (15) days following Buyer's receipt of the Title Commitment. Any
exceptions to title shown on the Title Commitment to which Buyer does not so
object shall be "PERMITTED EXCEPTIONS" for purposes of this Agreement. If the
Title Commitment discloses exceptions to title to which Buyer has so objected,
then Seller shall, at its option, have up to the Closing Date (but in no event
less than ten (10) days from the date of Buyer's notice of objection) to have
such exceptions removed from the Title Commitment (or to have the Title Company
commit to insure over such unpermitted exceptions by endorsement reasonably
acceptable to Buyer) and provide evidence thereof to Buyer. If Seller fails to
have such unpermitted exceptions removed (or insured over as provided above),
then Buyer may elect, as its sole remedy, by notice to Seller given within two
(2) days following expiration of the aforesaid cure period granted to Seller to
(i) terminate this Agreement (in which event the Deposit promptly shall be
returned to Buyer), or (ii) accept title subject to such unpermitted exceptions
without reduction in the Purchase Price. If Buyer does not elect to terminate
this Agreement within the time period provided above, then Buyer shall be deemed
to have waived its objection to such unpermitted exceptions and to have elected
to accept title to the Property subject to such unpermitted exceptions (and such
unpermitted exceptions shall be deemed "PERMITTED EXCEPTIONS" for purposes of
this Agreement). On the Closing Date, Seller shall, at Seller's sole cost and
expense, cause the Title Company to issue the Title Policy in the amount of the
Purchase Price pursuant to and in accordance with the Title Commitment insuring
fee simple title in Buyer as of the Closing Date.

         4.   DELIVERY OF DOCUMENTS. No later than five (5) days following the
Effective Date, Seller shall deliver to Buyer copies of all building permits,
certificates of occupancy and other governmental licenses, permits, notices,
approvals, plans, parcel maps, specifications, soil, compaction, engineering or
environmental reports, studies, tests, financial reports or other historical
operating information relating to the Property which are in the possession of
Seller.

         5.   CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE.  Buyer's obligation 
to purchase the Property is subject to the satisfaction or waiver of all the 
conditions set forth below (which are for Buyer's benefit) within the time 
periods specified:

              5.1   TITLE.  Buyer's review and approval of the Title Commitment 
         and related documents and instruments of record pursuant to the terms
         of Paragraph 3.

              5.2   INSPECTION. Buyer shall have until September 20, 1996 to
         inspect and approve all aspects of the Property, including arranging
         financing, ("DUE DILIGENCE PERIOD").


                                        7

<PAGE>   4
              5.3   REPRESENTATIONS AND WARRANTIES.  All of Seller's 
         Representations and Warranties shall be true in all material respects
         as of Closing or qualified as provided in Paragraph 11.

              5.4   DELIVERY OF DOCUMENTS. Seller shall have signed,
         acknowledged and timely delivered all documents and instruments to
         Escrow Holder as required by Paragraph 7 below and shall have performed
         the obligations of Seller hereunder in all material respects.

         If any condition precedent to closing set forth in this paragraph has
         not been satisfied by Seller or waived by Buyer on or before the
         respective dates set forth above (each an "EXPIRATION DATE"), then
         Buyer may, at its option, terminate this Agreement by notice to Seller
         delivered on or before such Expiration Date, in which event the Deposit
         shall promptly be returned to Buyer; provided that if Buyer fails to
         give such notice of termination to Seller prior to such Expiration
         Date, then Buyer shall be deemed to have elected to terminate this
         Agreement and this Agreement shall be of no further force or effect.

         6.   CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE.  Seller's obligation
to sell the Property is subject to the satisfaction (or waiver) of all 
conditions set forth below (which are for Seller's benefit) within the time 
periods specified.

              6.1   PERFORMANCE OF COVENANTS.  Buyer shall have timely performed
         all of its covenants under this Agreement.

              6.2   REPRESENTATIONS AND WARRANTIES.  All of Buyer's 
         Representations and Warranties provided in Paragraph 11 shall be true
         in all material respects as of Closing.

              6.3   DELIVERY OF DOCUMENTS. Buyer shall have signed, acknowledged
         and timely delivered all documents, monies, and instruments to Escrow
         Holder as required by Paragraph 8.

              6.4   OPENING OF ESCROW.  Escrow shall have opened (as provided in
         Paragraph 9) by no later than September 11, 1996.

         7.   CLOSING.

              7.1   THE CLOSING.

                    (a)   The Closing shall occur by no later than 2:00 p.m on 
                  the Closing Date.

                    (b)   The terms "CLOSE OF ESCROW" and/or "CLOSING" are used 
                  in this Agreement to mean the time the Grant Deed is filed of 
                  record by the Escrow Holder in the Office of the County 
                  Recorder of Orange County, California. The term "CLOSING DATE"
                  is used in this Agreement to mean the day that Grant Deed is
                  so filed of record.

                                        8

<PAGE>   5
                         (c)   The occurrence of the Closing shall constitute
                  Buyer's and Seller's agreement that all of the conditions
                  precedent to their respective obligations to perform have been
                  satisfied or waived.

                  7.2    SELLER'S CLOSING OBLIGATIONS.  On or before 12:00 noon 
         on the last business day immediately before the Closing Date, Seller
         shall deliver to Escrow Holder:

                         (a)   A Grant Deed in the form attached as Exhibit "B" 
                  (Grant Deed), signed by Seller and acknowledged, conveying the
                  Land to Buyer;

                         (b)   A General Assignment in the form attached as 
                  Exhibit "C" (General Assignment), signed by Seller;

                         (c)   A certificate of non-foreign status in the form 
                  attached as Exhibit "D" (Non-Foreign Certificate), signed by
                  Seller; and

                         (d)   A Bill of Sale in the form attached as Exhibit 
                  "E" (Bill of Sale), signed by Seller;

                         (e)   An Assignment of Leases in the form attached as 
                  Exhibit "F" (Assignment), signed by Seller;

                         (f)   Three (3) copies of a Closing Statement (Closing 
                  Statement) which reflects the amounts to be paid pursuant to
                  Paragraph 2.5(b), signed by Seller;

                         (g)   A California Franchise Tax Board Form 590 RE
                  executed by Seller (or such other evidence as may be required
                  by the Title Company that the sale of the Property is not
                  subject to tax withholding under applicable California law);
                  and

                         (h)   Any additional instruments (signed by Seller and 
                  acknowledged, if appropriate) as may be necessary to comply
                  with this Agreement.

                  7.3    BUYER'S CLOSING OBLIGATIONS.  On or before 12:00 noon 
         on the last business day immediately before the Closing Date, Buyer
         shall deliver to Escrow Holder;

                         (a)   Cash equal to that amount provided for in
                  Paragraph 2.5(b). The cash must be by direct deposit or by
                  wire transfer of immediately available United States funds
                  actually made in Escrow Holder's depository bank account by
                  12:00 noon on or before the last business day immediately
                  before the Closing Date;

                         (b)   The Assignment, signed by Buyer;

                         (c)   The General Assignment (or counterpart), signed 
                  by Buyer;

                         (d)   Three (3) copies of the Closing Statement which 
                  reflects the amounts to be paid pursuant to Paragraph 2.5(b),
                  signed by Buyer; and


                                        9

<PAGE>   6
                         (e)   Any additional funds and/or instruments (signed
                  by Buyer and acknowledged, if appropriate) as may be necessary
                  to comply with this Agreement, including without limitation, a
                  Statement(s) of Identification and a Preliminary Change of
                  Ownership.

                  7.4    TITLE POLICY. If Buyer desires any special endorsements
         to the coverage provided by the Title Policy (including, without
         limitation, extended coverage), then Buyer shall obtain and pay for
         these endorsements and coverage, including any survey costs; and
         obtaining such endorsements shall not be a condition of Closing. The
         issuance of the endorsements and/or coverage shall not delay the
         Closing. The issuance of the Title Policy shall be in lieu of any
         express or implied warranty of Seller concerning title to the Property
         (other than any warranty set forth in the Grant Deed), and Buyer agrees
         that its only remedy for damages incurred by reason of any defect in
         the title shall be against only the Title Company (except with respect
         to any violation of a warranty in the Grant Deed).

         8.       TERMINATION OF THIS AGREEMENT.

                  8.1    FAILURE TO CLOSE BY CLOSING DATE. If the Escrow fails 
         to close as of 2:00 p.m. on the Closing Date, then this Agreement and
         Escrow shall automatically terminate and cancel without further action
         by Escrow Holder or any party (unless the failure to close is a result
         of Seller's default) and notwithstanding any provision contained in
         Escrow Holder's general provisions, and the Deposit shall be disbursed
         to the party entitled thereto pursuant to the terms of this Agreement.

                  8.2    FAILURE OF A CONDITION. Except in those instances where
         the Escrow automatically terminates under the terms of this Agreement,
         if any condition is not satisfied or waived within the time period and
         in the manner set forth in this Agreement, then the party for whose
         benefit the condition exists (as provided in Paragraphs 5 and 6 of this
         Agreement) may terminate this Agreement by delivering written notice to
         the other party and to Escrow Holder after the end of the applicable
         time period.

                  8.3    CONSEQUENCES. If this Agreement terminates (or is 
         properly terminated by either party) as specifically provided by its
         terms, then each of the following shall occur: Escrow shall be deemed
         automatically canceled regardless of whether cancellation instructions
         are signed; neither party shall have any further obligation to the
         other under this Agreement (except for breach of this Agreement as
         those remedies may be limited hereunder; and as provided under
         Paragraphs 12.2 and 12.3 which shall survive termination of this
         Agreement); all rights granted to Buyer under this Agreement and in the
         Property shall terminate; and, except as provided to the contrary in
         Paragraph 8.5 (concerning Seller's right to retain the Deposit as
         liquidated changes), Escrow Holder shall return all funds and documents
         then held in Escrow to the party depositing the same.

                  8.4    ESCROW CANCELLATION CHARGES. If Escrow fails to close
         because of either party's default, then the defaulting party shall be
         liable for all Escrow cancellation and Title Company charges. If Escrow
         fails to close for any other reason, then Buyer and Seller shall each
         pay one-half of any Escrow cancellation and Title Company charges.


                                       10

<PAGE>   7
                  8.5    LIQUIDATED DAMAGES. IF BUYER FAILS TO PURCHASE THE
         PROPERTY AS PROVIDED IN THIS AGREEMENT FOR ANY REASON OTHER THAN (i)
         SELLER'S DEFAULT AND/OR (ii) THE NONSATISFACTION OF THE CONDITIONS TO
         BUYER'S PERFORMANCE SET FORTH IN PARAGRAPH 5 ABOVE AND/OR (iii) AS A
         RESULT OF A CASUALTY OR CONDEMNATION OF THE PROPERTY ENTITLING BUYER TO
         TERMINATE THIS AGREEMENT PURSUANT TO THE TERMS HEREOF, THEN SELLER
         SHALL BE RELEASED FROM ALL OF ITS OBLIGATIONS UNDER THIS AGREEMENT, AND
         ESCROW HOLDER SHALL IMMEDIATELY DELIVER, DESPITE ANY INSTRUCTIONS TO
         THE CONTRARY, THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO
         RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. SELLER AND BUYER SHALL
         INDEMNIFY ESCROW HOLDER FOR ANY LIABILITY, COSTS AND EXPENSES INCURRED
         BY ESCROW HOLDER IN THE COURSE OF ITS GOOD FAITH COMPLIANCE WITH THIS
         PARAGRAPH. THE PARTIES EXPRESSLY AGREE THAT IN LIGHT OF THE DIFFICULTY
         THE PARTIES WOULD HAVE IN DETERMINING SELLER'S ACTUAL DAMAGES THAT THE
         AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE EXTENT TO WHICH
         SELLER WOULD BE DAMAGED BY BUYER'S FAILURE TO COMPLETE THIS PURCHASE.
         SELLER'S RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE
         SELLER'S EXCLUSIVE REMEDY FOR DAMAGES BY REASON OF BUYER'S FAILURE TO
         COMPLETE THE PURCHASE OF THE PROPERTY UNDER THIS AGREEMENT.

         SELLER'S INITIALS DZ               BUYER'S INITIALS  WVM

                  8.6    REMEDIES AGAINST SELLER. IF CLOSE OF ESCROW AND THE
         CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DO NOT
         OCCUR DUE TO ANY DEFAULT OR BREACH BY SELLER IN ITS OBLIGATION TO
         TRANSFER THE PROPERTY TO BUYER, THEN BUYER SHALL BE ENTITLED TO THE
         RETURN OF THE DEPOSIT AND ANY INTEREST ACTUALLY ACCRUED THEREON OR THE
         REMEDY OF SPECIFIC PERFORMANCE, AS BUYER MAY ELECT, AS BUYER'S SOLE AND
         EXCLUSIVE REMEDIES FOR SUCH BREACH OR DEFAULT, AND BUYER SHALL NOT BE
         ENTITLED OR HAVE ANY RIGHT TO RECEIVE ANY DAMAGES OR OTHER RELIEF,
         EITHER LEGAL OR EQUITABLE. BUYER MUST PROVIDE SELLER WITH WRITTEN
         NOTICE OF ITS CHOSEN REMEDY WITHIN FIVE (5) DAYS AFTER ANY BREACH OR
         DEFAULT BY SELLER.

         SELLER'S INITIALS DZ               BUYER'S INITIALS WVM

         9.       GENERAL ESCROW PROVISIONS.

                  9.1    ESCROW INSTRUCTIONS.  This Agreement when signed by 
         Buyer and Seller shall also constitute Escrow Instructions to Escrow
         Holder.

                  9.2    OPENING ESCROW.  When (i) this Agreement which includes
         escrow instructions, fully signed or in signed counterparts, and (ii)
         Buyer's Deposit are delivered


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<PAGE>   8
         to Escrow Holder, Escrow shall be deemed open and Escrow Holder shall
         immediately notify Buyer and Seller by telephone and in writing of the
         date of Opening of Escrow.

                  9.3    GENERAL PROVISIONS. Notwithstanding anything to the
         contrary in this Agreement, the General Provisions of Escrow Holder
         ("GENERAL PROVISIONS"), if any, which are later signed by the parties,
         are incorporated by reference to the extent they are not inconsistent
         with the provisions of this Agreement. If there are any inconsistencies
         between the provisions of the General Provisions and any of the
         provisions of this Agreement, then the provisions of this Agreement
         shall control. If any requirements relating to the duties or
         obligations of the Escrow Holder are unacceptable to the Escrow Holder,
         or if the Escrow Holder requires additional instructions, the parties
         agree to make any deletions, substitutions and additions as counsel for
         Buyer and Seller shall mutually approve and which do not materially
         alter the terms of this Agreement. Any supplemental instructions shall
         be signed only as an accommodation to Escrow Holder and shall not be
         deemed to modify or amend the rights of Buyer and Seller, as between
         Buyer and Seller, unless the supplemental instructions expressly so
         provide.

                  9.4    PRORATIONS. The following prorations shall be made 
         between Seller and Buyer at the Close of Escrow, based on the actual
         number of days in the month in which the Closing occurs and a three
         hundred sixty-six (366) day year:

                         (a)    Taxes, real property taxes, special taxes,
                  utility fees and/or deposits, common area maintenance
                  expenses, Property operating expenses, personal property
                  taxes, if any, with respect to the Personal Property,
                  assessments, sewer charges, and other costs and expenses
                  attributable to the Property shall be prorated as of the Close
                  of Escrow. In addition, to the extent any expenses or charges
                  for the Property are paid by Buyer under the Lease, Seller and
                  Buyer shall make an adjustment at Closing for the applicable
                  reconciliation period in which the Closing occurs based on a
                  comparison of Buyer's share of the such Property expenses
                  accrued through the Closing Date to the estimated Property
                  expenses actually paid by Buyer to Seller through the Closing
                  Date. The adjustment for such reconciliation period shall be
                  calculated as follows: To the extent the estimated payments
                  made by Buyer to Seller as of the Closing Date exceed Buyer's
                  share of the Property expenses accrued through the Closing
                  Date, Buyer shall receive a credit for the excess payments. To
                  the extent Buyer's share of Property expenses accrued through
                  the Closing Date exceed the estimated payments made by Buyer
                  as of the Closing Date, Seller shall receive a credit at
                  Closing. Subject to Paragraph 9.4(d) below, prorations shall
                  be final upon Closing.

                         (b)    Security deposits and advance rent in Seller's
                  possession shall be transferred or credited to Buyer at
                  Closing.

                         (c)    POST-CLOSING ACCESS. Seller, or any
                  representative of Seller or the former owner of the Property,
                  shall for a period of one (1) year after the Closing have the
                  right to inspect the books and records of the Property to
                  verify that Buyer is remitting to Seller all amounts to be
                  remitted to Seller according to the terms of this Agreement
                  and for any purpose related to Seller's (or the former


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<PAGE>   9
                  owner's) prior ownership of the Property, including to the
                  extent access is required to satisfy any agreement between
                  Seller and the former owner of the Property.

                         (d)    ADJUSTMENTS. If, in the discretion of the
                  adversely effected party, any substantial or material errors
                  or omissions are made regarding adjustments and prorations,
                  then the parties shall make the appropriate corrections
                  promptly upon the discovery thereof. If any estimations are
                  made at the Close of Escrow regarding adjustments or
                  prorations, then the parties shall make the appropriate
                  correction promptly when accurate information becomes
                  available. Any corrected adjustment or proration shall be paid
                  in cash to the party entitled to the adjustment.
                  Notwithstanding anything to the contrary above, the above
                  right to adjustment shall terminate six (6) months after Close
                  of Escrow.

                         (e)    OFFSET. The parties agree that the prorations 
                  set forth in this Paragraph 9.4 may be offset against each
                  other and the resulting amount shall be credited at Closing to
                  the party entitled thereto.

                  9.5    PAYMENT OF COSTS. Seller shall pay for (i) the base
         premium charges for the CLTA Title Policy ("STANDARD PREMIUM"), (ii)
         one-half (1/2) of all Escrow costs and fees and (iii) all State
         documentary transfer taxes. Buyer shall pay (i) one-half (1/2) of all
         Escrow costs and fees; (ii) any additional Title Company charges in
         excess of the Standard Premium (including, without limitation, any
         endorsements, survey costs and any costs related to upgrading the title
         policy to ALTA standards), (iii) all costs arising from or relating to
         the financing of this transaction and (iv) recording fees for the Grant
         Deed and other documents (including, without limitation, any financing
         documents). Other Escrow costs and fees shall be paid in the manner
         customary in Orange County.

                  9.6    ESCROW HOLDER AUTHORIZED TO COMPLETE BLANKS.  If 
         necessary, Escrow Holder is authorized to insert in all blanks in the
         Closing documents, the date of recordation of the Grant Deed.

                  9.7    RECORDATION AND DELIVERY OF FUNDS AND DOCUMENTS. When
         Buyer and Seller have satisfied their respective Closing obligations
         under Paragraphs 7.2 and 7.3 and each of the conditions under
         Paragraphs 5 and 6 have either been satisfied or waived, Escrow Holder
         shall promptly undertake all of the following in the manner indicated.

                         (a)   PRORATIONS.  Prorate all matters as described in 
                  Paragraph 9.4 (to the extent not previously prorated and 
                  included in the Closing Statement).

                         (b)   RECORDING. Cause the Grant Deed, and any other
                  documents which the parties hereto may mutually direct, to be
                  recorded in the Official Records of Orange County, California
                  in the order set forth in this Agreement. Escrow Holder is
                  instructed not to affix the amount of the documentary transfer
                  tax on the face of the Grant Deed, but to supply same by
                  separate affidavit.

                         (c)   FUNDS.  Disburse funds deposited by Buyer with 
                  Escrow Holder towards payment of all items chargeable to the
                  account of Buyer pursuant hereto


                                       13

<PAGE>   10
                  in payment of such costs including, without limitation, the
                  payment of the Purchase Price to Seller.

                         (d)   DOCUMENT DELIVERY.  Deliver originals and 
                  conformed copies of all documents to Seller and Buyer, as
                  appropriate.

                         (e)   TITLE POLICY.  Subject to the provisions of 
                  Paragraph 9.5 related to costs, direct the Title Company to
                  issue an ALTA Title Policy to Buyer.

         10.      BROKERAGE COMMISSIONS. Upon the Close of Escrow, Seller shall 
pay a real estate brokerage commission equal to five percent 5% of the Purchase
Price to CB Commercial Real Estate Group, Inc. ("BROKER") with respect to this
transaction in accordance with Seller's separate agreement with the Broker. It
is understood that neither Seller nor Buyer has engaged a broker or finder in
connection with this transaction other than the Broker. Each party shall
indemnify and hold the other harmless from and against all claims, liabilities,
costs, damages and expenses (including, without limitation, attorneys' fees and
costs), resulting from or arising out of any claims for finder's fees or
commissions arising out of any contract or commitments made by or through the
indemnifying party by any broker or finder other than the Broker.

         11.      REPRESENTATIONS AND WARRANTIES.

                  11.1   SELLER'S REPRESENTATIONS AND WARRANTIES. In 
         consideration of Buyer entering into this Agreement and as an
         inducement to Buyer to buy the Property from Seller, Seller makes the
         following representations and warranties, each of which is material and
         is being relied upon by Buyer (the continued truth and accuracy of
         which shall constitute a condition precedent to Buyer's obligations
         hereunder):

                         (a)   AUTHORITY. Seller has the legal right, power and
                  authority to enter into this Agreement and to consummate the
                  transactions contemplated hereby, and the execution, delivery
                  and performance of this Agreement have been duly authorized
                  and no other action by Seller is requisite to the valid and
                  binding execution, delivery and performance of this Agreement,
                  except as otherwise expressly set forth herein;

                         (b)   CONDEMNATION.  Seller has not received any 
                  written notices of any pending, threatened or contemplated
                  action relating to the condemnation of any portion of the
                  Property by any governmental authority; and

                         (c)   LITIGATION. Seller has not received any written
                  notices of any pending, threatened or contemplated legal
                  action pertaining to the Property which would have a material
                  adverse impact on the Property after the Closing Date and, to
                  Seller's knowledge, there are no pending, threatened or
                  contemplated legal actions which would affect Seller's ability
                  to perform its obligations under this Agreement.

         The representations and warranties made by Seller in this Agreement
         shall survive the recordation of the Grant Deed for a period of twelve
         (12) months and any action related


                                       14

<PAGE>   11
         to a breach of any representation or warranty must be made and filed
         within said twelve (12) month period. If, after the Effective Date, but
         before the Close of Escrow, Seller becomes aware of any facts or
         changes in circumstances, that would cause any of its representations
         and warranties in this Agreement to be untrue at Close of Escrow, then
         Seller shall promptly notify Buyer in writing of such fact. In such
         case, or if Buyer obtains information which would cause any of Seller's
         representations and warranties to be untrue at Close of Escrow, then
         Buyer shall have the right to either (i) terminate this Agreement, in
         which case the Deposit shall be immediately returned to Buyer and
         neither party shall have any rights or obligations under this
         Agreement); or (ii) accept a qualification to Seller's representations
         and warranties as of the Close of Escrow and complete the purchase and
         sale of the Property without any rights to recovery for breach of the
         unqualified representation and warranty. Other than as set forth in the
         immediately preceding sentence, Buyer shall be deemed to have expressly
         waived any and all remedies for the breach of any representations or
         warranty discovered by Buyer prior to the Close of Escrow.

                  11.2    BUYER'S REPRESENTATIONS AND WARRANTIES. In 
         consideration of Seller entering into this Agreement and as an
         inducement to Seller to sell the Property to Buyer, Buyer makes the
         following representations and warranties, each of which shall be true
         and accurate as of the Effective Date and Close of Escrow, and each of
         which is material and is being relied upon by Seller (the continued
         truth and accuracy of which shall constitute a condition precedent to
         Seller's obligations hereunder):

                          (a)   AUTHORITY. Buyer has the legal right, power and
                  authority to enter into this Agreement and to consummate the
                  transactions contemplated hereby, and the execution, delivery
                  and performance of this Agreement have been duly authorized
                  and no other action by Buyer is requisite to the valid and
                  binding execution, delivery and performance of this Agreement,
                  except as otherwise expressly set forth herein.

                          (b)   "AS IS". Except for the representations and
                  warranties expressly provided in Paragraph 11.1 above, Buyer
                  agrees (i) that it is purchasing the Property on as "As Is"
                  basis and based on its own investigation of the Property, (ii)
                  that neither Seller nor Seller's employees, agents, brokers,
                  representatives, managers, property managers, asset managers,
                  officers, principals, attorneys or contractors (collectively,
                  "SELLER'S REPRESENTATIVES") have made any warranty,
                  representation or guarantee, express, implied or statutory,
                  written or oral, including, without limitation, any implied
                  warranty of merchantability or fitness for any use or purpose
                  or of reasonable workmanship, concerning the Property or any
                  of the products or improvements located thereon or therein
                  (including, without limitation, the Building), and (iii) that
                  neither Seller nor Seller's Representatives have made any
                  warranty, representation or guarantee as to any government
                  limitation or restriction, or absence thereof, pertaining to
                  the Property, or as to the presence or absence of any latent
                  defeat, subsurface soil condition, environmental condition,
                  hazardous substance, toxic waste or any other matter
                  pertaining to the physical condition (title, mapping, grading,
                  construction, or otherwise) of the Property. Except for the
                  representations and warranties expressly provided in Paragraph
                  11.1 above, all of Seller's and Seller's


                                       15

<PAGE>   12
                  Representatives' statements whenever made, are made only as an
                  accommodation to Buyer and are not intended to be relied or
                  acted upon in any manner by Buyer. All documents, records,
                  agreements, writings, statistical and financial information
                  and all other information (collectively, "DOCUMENTS") which
                  have been given to Buyer by Seller, or Seller's
                  Representatives, have been delivered as an accommodation to
                  Buyer and without any representation or warranty (except as
                  specifically provided above) as to the sufficiency, accuracy,
                  completeness, validity, truthfulness, enforceability, or
                  assignability of any of the Documents, all of which Buyer
                  relies on at its own risk. Buyer acknowledges that neither
                  Seller nor Seller's Representatives have made any
                  representation regarding the availability of, or amount of,
                  any fee, assessment, or cost relating to the development,
                  construction, mapping, access, occupancy or ownership of the
                  Property.

                  Buyer's Initials WVM

                         (c)   SELLER'S RESPONSIBILITY.  Buyer represents and
                  covenants that Seller shall not have any liability, obligation
                  or responsibility of any kind with respect to the following:

                                 (i)    The content or accuracy of any report, 
                                        opinion on conclusion of any soils or
                                        environmental experts (including,
                                        without limitation, those contained in
                                        any environmental reports) or other
                                        engineer or other person or entity who
                                        has examined the Property;

                                (ii)    The content or accuracy of any 
                                        information released to Buyer by an
                                        engineer or planned in connection with
                                        the development of the Property;

                               (iii)    Any of the items delivered to Buyer in 
                                        connection with Buyer's review of the
                                        condition of the Property; and

                                (iv)    The content or accuracy of any other
                                        cost, projection, financial or marketing
                                        analysis or other information given to
                                        Buyer by Seller or Seller's
                                        Representatives or reviewed by Buyer
                                        with respect to the Property.

                         (d)   TRUTH OF REPRESENTATIONS. The representations and
                  warranties of Buyer set forth in this Agreement shall be true
                  on and as of the Close of Escrow as if those representations
                  and warranties were made on and as of such time.

                         (e)   LITIGATION. Buyer has not received any written
                  notices of any pending, threatened or contemplated legal
                  action which would have a material adverse impact on Buyer's
                  ability to purchase the Property or to perform its obligations
                  under this Agreement.


                                       16

<PAGE>   13
         12.      ENTRY ON PROPERTY.

                  12.1    LICENSE TO ENTER FOR INVESTIGATION. Until Close of 
         Escrow or unless or until this Agreement is otherwise terminated, Buyer
         and Buyer's employees and agents shall have a limited license to enter
         upon the Property, during usual business hours, after receipt by Seller
         of twenty-four (24) business hours advance written notice of its
         intention to enter the Property (the "LICENSE") so long as the
         activities do not damage the Property. Before beginning any tests or
         investigations which contemplate the drilling or disturbance of the
         surface of the Property, Buyer shall submit to Seller for its approval
         in its sole and absolute discretion, to be exercised in good faith,
         Buyer's operational plan for conducting the tests or investigations.
         Seller may have a representative present during any tests or
         investigations and Buyer shall provide Seller with prior notice of any
         tests or investigations. After any entry, Buyer shall immediately
         restore the Property to the Property's condition before Buyer entered
         on the Property. Buyer shall not allow any dangerous or hazardous
         condition to be created on or arise from Buyer's entry on the Property.
         Buyer shall comply with all applicable laws and governmental
         regulations applicable to its entry to the Property. Buyer shall keep
         the Property free and clear of all mechanics' liens and materialmen's
         liens arising out of any of Buyer's activities. The License may be
         revoked by Seller at any time, and shall in any event be deemed revoked
         upon termination of this Agreement.

                  12.2    INDEMNIFICATION ON ENTRIES. Buyer shall indemnify, 
         defend (with counsel selected by Seller) and hold harmless Seller and
         Seller's officers, directors, shareholders, employees, agents managers,
         property mangers, asset managers, attorneys, representatives,
         subsidiary and parent corporations, affiliated entities, and the above
         parties' predecessors, successors and assigns, and the Property, (all
         of the above parties and the Property collectively referred to as
         "INDEMNIFIED PARTIES AND PROPERTY") from and against all claims,
         losses, liens, liabilities, damages, expenses and costs (including,
         without limitation, attorneys' fees and costs) arising from or relating
         to the entry of Buyer and its representatives, agents and contractors
         on the Property (whether occurring before or after the date hereof).
         Buyer's obligations under this paragraph shall survive the Close of
         Escrow and the termination of this Agreement and shall not be limited
         by any insurance required under Paragraph 12.3 below).

                  12.3    INSURANCE ON ENTRIES. Buyer shall maintain or cause to
         be maintained either Comprehensive General Liability insurance or
         Commercial General Liability insurance to cover Buyer's activities on
         the Property, in amounts and with companies as required pursuant to the
         terms of the Lease. At least five (5) days before entering on the
         Property, Buyer shall deliver to Seller a Certificate of Insurance
         evidencing compliance with the terms of this paragraph. The insurance
         policy shall be maintained and kept in effect by Buyer (or Buyer's
         agent), at Buyer's agent's) sole expense, at all times during the term
         of this Agreement.

         13.      CONDEMNATION OR CASUALTY.

                  13.1    CONDEMNATION. Prior to the Close of Escrow, Seller, 
         upon actually becoming aware of same, shall promptly notify Buyer, in
         writing, of any condemnation proceeding affecting the Property
         commenced prior to the Close of Escrow or upon


                                       17

<PAGE>   14
         receipt of any written notice of a potential condemnation. If, by
         reason of any such proceeding, the value of the Property, in Buyer's
         reasonable judgment, is significantly impaired or reduced, then Buyer
         may, at its option and within five (5) days of receiving notice of the
         condemnation, elect either to (i) terminate this Agreement, or (ii)
         continue the Agreement in effect, in which event, upon the Close of
         Escrow, Seller shall assign to Buyer, and Buyer shall be entitled to
         receive, all of Seller's rights to any compensation, awards, or other
         payments or relief resulting from such condemnation proceeding.

                  13.2    CASUALTY. If, before the Closing, all or any portion
         of the Property is damaged by a casualty and the cost to restore the
         same will exceed $50,000 (a "CASUALTY"), then Seller shall notify Buyer
         of this event after actual knowledge of the Casualty, and, in this
         event, Buyer shall have the option to either (i) terminate this
         Agreement as of the date of the Casualty, or (ii) continue with this
         transaction in accordance with the terms of this Agreement and without
         any adjustment in the Purchase Price, by delivery of written notice of
         Buyer's election to Seller and Escrow Holder within five (5) days after
         receipt of Seller's notice. If Seller and Escrow Holder receive Buyer's
         election to terminate this transaction or have not received any notice
         from Buyer within the 5-day period, then this transaction shall
         terminate, and the Deposit shall be returned to Buyer, as provided in
         Paragraph 8.3. If Buyer elects to continue with this transaction (as
         provided above), then the Casualty proceeds, if any, shall become the
         property of Buyer after Close of Escrow.

         14.      WAIVER BY BUYER. Buyer hereby waives and relinquishes any and 
all rights and remedies Buyer may now or hereafter have against the Indemnified
Parties and Property, whether know or unknown, with respect to any past, present
or future presence or existence of any hazardous or toxic waste, substances or
materials of any kind or nature ("HAZARDOUS MATERIALS") on, under or about the
Property or surrounding land or with respect to any past, present or future
violations of any rules, regulations or laws, now or hereafter enacted,
regulating or governing the use, handling, storage or disposal of Hazardous
Materials (collectively, "ENVIRONMENTAL LAWS") including, without limitation,
any and all rights Buyer may now or hereafter have to seek contributions from
the Indemnified Parties and Property under (i) Paragraph 113(f)(i) of the
Comprehensive Environmental Response Compensation and Liability Act of 1980
("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act of
1986 ("SARA") (42 U.S.C. Section 9613), as the same may be further amended or
replaced by any similar law, rule or regulation and (ii) Paragraph 25300 et seq.
of the Carpenter-Presley-Tanner Hazardous Substance Account Act (California
Health and Safety Code, Division 20, Chapter 6.95), as the same may be further
amended or replaced by any similar law, rule or regulation. Buyer hereby further
releases the Indemnified Parties and Property from any and all liability whether
known or unknown now or hereafter existing with respect to the Property under
Paragraph 107 of CERCLA (42 U.S.C. Section 9607).

         The waivers and releases by Buyer herein contained shall survive the
Close of Escrow and the recordation of the Grant Deed in perpetuity.

         WVM                 Buyer's Initials


                                       18

<PAGE>   15
         15.      LICENSES AND PERMITS. In connection with the purchase, Seller 
shall assign to Buyer, and Buyer shall assume, "As Is" at Close of Escrow,
without representation or warranty, all of Seller's rights, liabilities and
obligations, if any, and to the extent assignable, to all warranties and
guarantees and all permits and licenses, to the extent they relate to the
Property (collectively, "LICENSES AND PERMITS"). Such assignment shall be in the
form attached as Exhibit "C" to this Agreement. All Service Contracts and
management contracts for the Property entered into by Seller with respect to the
Property shall be terminated by Seller as of Closing.

         16.      GENERAL PROVISIONS.

                  16.1   ASSIGNMENT.

                         (a)  This Agreement shall be binding upon and shall
                  inure to the benefit of Buyer and Seller and their respective
                  successors and permitted assigns.

                         (b)  Buyer may only assign this Agreement and any
                  interest or right under this Agreement or under the Escrow
                  after obtaining Seller's prior written consent, in Seller's
                  sole and absolute discretion; provided that Seller's consent
                  shall not be unreasonably withheld with respect to any
                  assignment by Buyer to an entity or person that controls, is
                  controlled by, or is under common control with Buyer. Any
                  assignment shall not relieve Buyer of its obligations under
                  this Agreement.

                  16.2   ATTORNEYS' FEES AND/OR COSTS. In any action or 
         proceeding between the parties to enforce or interpret any of the terms
         or provisions of this Agreement, the prevailing party in the action or
         proceeding shall be entitled to recover from the non-prevailing party,
         in addition to damages, injunctive relief or other relief, its
         reasonable costs and expenses, including, without limitation, costs and
         reasonable attorneys' fees, including pretrial, both at trial and on
         appeal.

                  16.3   NOTICES AND APPROVALS. Any notice, approval, 
         disapproval, demand or other communications required or permitted to be
         given by any provision of this Agreement which either party desires to
         give to the other party or to Escrow Holder shall be deemed to be
         sufficiently given or served: (i) when delivered personally to the
         party to whom the notice is to be delivered, (ii) on the third (3rd)
         business day following its deposit in the U.S. mail (first class) or
         the first (1st) business day following delivery to a reputable
         overnight commercial courier, addressed to the party at the party's
         address as it appears in this Agreement, or at any other address as
         that party may from time to time specify by written notice; or (iii)
         when given by transmittal over electronic transmitting devices, such as
         Telex or telecopier machine, if the party to whom the notice is sent
         has such a device in its office, provided a complete copy of any notice
         so transmitted shall also be mailed in the same manner as required for
         notice by U.S. Mail.

                  16.4   CONTROLLING LAW. This Agreement shall be deemed to be
         entered into within Orange County and shall be construed under the laws
         of the State of California in effect at the time of the signing of this
         Agreement. The parties consent to the jurisdiction of the California
         courts with venue in Orange County.


                                       19

<PAGE>   16
                  16.5   TITLES AND CAPTION. Titles and captions are for
         conveniences only and shall not constitute a portion of this Agreement.
         References to paragraph numbers are to paragraphs in this Agreement,
         unless expressly stated otherwise.

                  16.6   INTERPRETATION. As used in this Agreement, masculine,
         feminine or neuter gender and the singular or plural number shall each
         be deemed to include the others where and when the context so dictates.
         The word "INCLUDING" shall be construed as if followed by the words
         "WITHOUT LIMITATION." If a dispute over the interpretation or
         construction of any provision, term or word contained in this
         Agreement, then this document shall be interpreted and construed
         neutrally, and not against either Buyer or Seller.

                  16.7   NO WAIVER. A waiver by either party of a beach of any 
         of the covenants, conditions or obligations under this Agreement to be
         performed by the other party shall not be construed as a waiver of any
         succeeding breach of the same or other covenants, conditions or
         obligations of this Agreement.

                  16.8   MODIFICATIONS. Any alteration, change or modification 
         of or to this Agreement, in order to become effective, shall be made in
         writing and in each instance signed on behalf of each party.

                  16.9   SEVERABILITY. If any term or provision of this 
         Agreement, or its application to any party or set of circumstances,
         shall be held, to any extent, invalid or unenforceable, the remainder
         of this Agreement, (or the application of the term or provision to
         persons or circumstances other than those as to whom on which it is
         held invalid or unenforceable, shall not be affected) and each shall be
         valid and enforceable to the fullest extent permitted by law.

                  16.10  INTEGRATION OF PRIOR AGREEMENTS AND UNDERSTANDINGS. 
         This Agreement contains the entire understanding between the parties
         relating to the transactions contemplated by this Agreement. All prior
         or contemporaneous agreements, understandings, representations,
         warranties and statements, whether oral or written, expressed or
         implied, are superseded in their entirety by this Agreement, and are of
         no further force or effect, in whole or in part.

                  16.11  NOT AN OFFER. Seller's delivery of unsigned copies of
         this Agreement is solely for the purposes of review by Buyer, and
         neither the delivery nor any prior communications between Buyer and
         Seller, whether oral or written, shall in any way be construed as an
         offer by Seller, nor in any way imply that Seller is under any
         obligation to enter the transaction which is the subject of this
         Agreement. The signing of this Agreement by Buyer constitutes an offer
         which shall not be deemed accepted by Seller unless and until Seller
         has signed this Agreement and delivered a duplicate original to Buyer.

                  16.12  TIME OF ESSENCE. Time is expressly made of the essence
         as to the performance of each and every obligation and condition of
         this Agreement.


                                       20

<PAGE>   17
                  16.13  POSSESSION OF PROPERTY.  Buyer shall be entitled to 
         possession of the Property only after the Closing and not before.

                  16.14  COUNTERPARTS. This Agreement may be signed in multiple
         counterparts which shall, when signed by all parties constitute a
         binding agreement.

                  16.15  EXHIBITS INCORPORATED BY REFERENCE.  All exhibits 
         attached to this Agreement are incorporated in this Agreement by this
         reference.

                  16.16  COMPUTATION OF TIME. The time in which any act is to be
         done under this Agreement is computed by excluding the first day (such
         as the Effective Date), and including the last day, unless the last day
         is a holiday or Saturday or Sunday, and then that day is also excluded.
         All references to time shall be deemed to refer to California time.

                  16.17  JOINT AND SEVERAL LIABILITY. If Buyer is composed of
         more than one individual or entity, then all obligations and
         liabilities of Buyer under this Agreement shall be joint and several as
         to each of those individuals or entities who compose Buyer.

                  16.18  BUYER'S WORK PRODUCT CONCERNING THE PROPERTY. If for 
         any reason Buyer fails to purchase the Property, and as a condition to
         the return of the Deposit to Buyer (if Buyer is so entitled), then
         Buyer shall immediately deliver to Seller, at no cost or expense to
         Seller, all test results, studies, plans, reports or other materials or
         work product prepared by Buyer, or its agents, employees or
         contractors, related to the Property ("WORK PRODUCT"). Following
         delivery, Seller may use this Work Product for any purpose.

                  16.19  NO OBLIGATIONS TO THIRD PARTIES. The execution and
         delivery of this Agreement shall not be deemed to confer any rights
         upon, nor obligate any of the parties to this Agreement to, and person
         or entity other than Seller and Buyer. There are not any third party
         beneficiaries to this Agreement.

                  16.20  SURVIVAL OF COVENANTS. The covenants, agreements,
         indemnitees, representations and warranties of Buyer shall survive the
         Close of Escrow and termination of this Agreement.

         17.      SPECIAL COVENANTS OF SELLER. Between the Effective Date and 
the Closing Date, Seller covenants and agrees that Seller shall (a) maintain the
Property in the manner that Seller is currently maintaining the Property, at
Seller's cost and expense (except as otherwise provided in this Agreement),
reasonable wear and tear accepted; (b) not enter into any contracts or
agreements to sell the Property or which will be binding upon the Property after
the Closing, except as otherwise permitted under this Agreement; (c) not
transfer the Property nor execute or consent to the execution of any lease or
other agreement granting third party rights to occupancy or possession of any
portion of the Property, except as permitted by this Agreement, (d) not encumber
the Property or create any new exception to title affecting the Property,
without Buyer's consent; and (e) deliver to Buyer each and every material notice
or communication Seller


                                       21

<PAGE>   18
receives in writing from any governmental authority pertaining to the ownership
of the Property, promptly following Seller's actual receipt of the same.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date hereof.


SELLER:                                    BUYER:

TR KOLL TUSTIN TECH CORP.,                 TECHNICLONE INTERNATIONAL
an Illinois corporation                    CORPORATION, a California corporation


By: /s/ DAVID J. ZAK                        By: /s/ WILLIAM V. MODING
    ------------------------------              --------------------------------
    Title: Vice President                       Title: Chief Financial Officer
           -----------------------                     -------------------------
    Name:  David J. Zak                          Name: William V. Moding
           -----------------------                     -------------------------

Date: September 11, 1996                    Date: September 11, 1996
      ----------------------------                ------------------------------

NOTE: BUYERS' AND/OR SELLER'S INITIALS ARE REQUIRED AT PARAGRAPHS 8.5, 8.6, 
11.2(b) AND 14.



                                       22

<PAGE>   19
                                   EXHIBIT "A"

                            LEGAL DESCRIPTION OF LAND

               [This legal description is subject to confirmation
                  and correction for accuracy by Title Company]

The land referred to below situated in the County of Orange, State of California
and described as follows:





                                       23

<PAGE>   20
                                   EXHIBIT "B"

                                   GRANT DEED

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

Techniclone International Corporation
14282 Franklin Avenue
Tustin, California

                                                  Assessor's Parcel No.
                                                                       ---------
                                                   Transfer Tax $
                                                                  --------------


- --------------------------------------------------------------------------------
                   (SPACE ABOVE THIS LINE FOR RECORDER'S USE)

         For valuable consideration, receipt of which is acknowledged, TR KOLL
TUSTIN TECH CORP., an Illinois corporation, grants to TECHNICLONE INTERNATIONAL
CORPORATION, a California corporation, all that certain real property located in
the County of Orange, State of California and described on Exhibit A attached
hereto and by this reference incorporated herein.

Dated:                  , 1996              TR KOLL TUSTIN TECH CORP., an
        ----------------                    Illinois corporation  
                                              

                                            By:
                                                --------------------------------
                                                Name:
                                                     ---------------------------
                                                Title:
                                                      --------------------------



                           MAIL ALL TAX STATEMENTS TO:

                      Techniclone International Corporation
                              14282 Franklin Avenue
                               Tustin, California


                                       24

<PAGE>   21
                                   EXHIBIT "A"

                            LEGAL DESCRIPTION OF LAND

               [This legal description is subject to confirmation
                  and correction for accuracy by Title Company]


The land referred to below situated in the County of Orange, State of California
and described as follows:







                                       25

<PAGE>   22
STATE OF CALIFORNIA        )

                                    )SS

COUNTY OF ORANGE                    )


         On _____________, 1996, before me, ____________, personally appeared
_______________________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose names(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.


WITNESS my hand and official seal.


Signature                                    (Seal)
          -----------------------------------



                                       26

<PAGE>   23
                                   EXHIBIT "C"

                               GENERAL ASSIGNMENT

         FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby expressly acknowledged, TR KOLL TUSTIN TECH CORP., an Illinois
corporation ("ASSIGNOR"), hereby quitclaims, assigns, transfers and conveys to
TECHNICLONE INTERNATIONAL CORPORATION, a California corporation ("ASSIGNEE"),
all of Assignor's right, title and interest, in and to any and all assignable
intangible property, licenses, permits and warranties owned by Assignor and
attached or pertaining to, all or any part of the real property (the "PROPERTY")
more particularly described in Exhibit A attached hereto and commonly known as
14272 Franklin Avenue, situated in the City of Tustin, County of Orange, State
of California, which conveyance is without representation, warranty or recourse
of any kind.

         Notwithstanding the foregoing,

         (i)      nothing in this Assignment shall be construed as transferring
                  any rights or interest in the name "KOLL" nor shall Assignee
                  have any rights to use the name "KOLL" with regard to the
                  Property or otherwise, except as specifically set forth in the
                  Purchase Agreement between Assignor and Assignee dated       ,
                  1996; and

         (ii)     Assignor hereby reserves all right, title and interest in and
                  to any and all proceeds or awards granted with regard to any
                  tax appeals filed prior to the date hereof, insofar as such
                  proceeds and awards are applicable to taxes payable or the
                  ownership of the Property prior to the date hereof.

         IN WITNESS WHEREOF, Assignor and Assignee have executed this General
Assignment as of        , 1996.


ASSIGNOR:                                  ASSIGNEE:     
                                                
TR KOLL TUSTIN TECH CORP., an              TECHNICLONE INTERNATIONAL
Illinois corporation                       CORPORATION, a California corporation
                                                                         
                                                                                
By:                                        By:                                  
    ------------------------------             ---------------------------------
    Name:                                      Name:                            
         -------------------------                  ----------------------------
    Title:                                     Title:                
          ------------------------                   ---------------------------
                                           











                                       27

<PAGE>   24
                                   EXHIBIT "A"

                            LEGAL DESCRIPTION OF LAND

               [This legal description is subject to confirmation
                  and correction for accuracy by Title Company]


The land referred to below situated in the County of Orange, State of California
and described as follows:





                                       28

<PAGE>   25
                                   EXHIBIT "D"

                             NON-FOREIGN CERTIFICATE

         Section 1445 of the Internal Revenue Code provides that a buyer of a
U.S. real property interest must withhold tax if the seller is a foreign person.
To inform TECHNICLONE INTERNATIONAL CORPORATION, a California corporation
("BUYER") that withholding of tax is not required upon the disposition of a U.S.
real property interest by TR KOLL TUSTIN TECH CORP., an Illinois corporation
("SELLER"), the undersigned hereby certifies the following on behalf of Seller:

1.       Seller is not a foreign corporation, foreign partnership, foreign trust
         or foreign estate (as those terms are defined in the Internal Revenue
         Code and Income Tax Regulations);

2.       Seller's U.S. employer identification number is                ; and

3.       Seller's office address is c/o  The Koll Company, 4343 Von Karman 
         Avenue, Newport Beach, California 92660-2083.

         Seller understands that this certification may be disclosed to the
Internal Revenue Service by Buyer and that any false statement I have made here
could be punished by fine, imprisonment, or both.

         Under penalty of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have the authority to sign this document
on behalf of Seller.

                                            TR KOLL TUSTIN TECH CORP., an
                                            Illinois corporation


                                            By:
                                                --------------------------------
                                                Name:
                                                     ---------------------------
                                                Title:
                                                      --------------------------

Dated:                      , 1996
      ----------------------


                                       29

<PAGE>   26
                                   EXHIBIT "E"

                                  BILL OF SALE

         TR KOLL TUSTIN TECH CORP., an Illinois corporation ("GRANTOR"), for
good and valuable consideration paid by TECHNICLONE INTERNATIONAL CORPORATION, a
California corporation ("GRANTEE"), the receipt and sufficiency of which is
hereby acknowledged, by these presents does QUITCLAIM, BARGAIN, SELL and DELIVER
unto Grantee its entire right, title and interest in all fixtures, equipment,
furniture, furnishings, appliances, supplies, tools, machinery and other
personal property of every nature and description owned by Grantor and attached
to or located on all or any part of the real property (the "PROPERTY") more
particularly described in Exhibit A attached hereto, comprising or otherwise
forming a part of the building commonly known as 14272 Franklin Avenue situated
in the City of Tustin, Orange County, California (the foregoing being
collectively referred to as the "PERSONALTY"); but excluding any personal
property owned by tenants under leases now or hereafter demising space in the
improvements located on the Property or by any property manager.

         GRANTOR MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE
PERSONALTY. GRANTOR MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY
PURPOSE WITH RESPECT TO THE PERSONALTY, AND THE SAME IS SOLD IN AN "AS IS, WHERE
IS" CONDITION, WITH ALL FAULTS. BY ACCEPTANCE OF DELIVERY, GRANTEE AFFIRMS THAT
IT HAS NOT RELIED ON GRANTOR'S SKILL OR JUDGMENT TO SELECT OR FURNISH THE
PERSONALTY FOR ANY PARTICULAR PURPOSE, AND THAT GRANTOR MAKES NO WARRANTY THAT
THE PERSONALTY IS FIT FOR ANY PARTICULAR PURPOSE AND THAT THERE ARE NO
REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED.

         TO HAVE AND TO HOLD the Personalty unto Grantee, its successors and
assigns forever.

         This instrument shall be governed by and construed in accordance with
the laws of the State of California.

         EXECUTED as of                       , 1996.
                        ----------------------

                                            TR KOLL TUSTIN TECH CORP., an
                                            Illinois corporation


                                            By:
                                                --------------------------------
                                                Name:
                                                     ---------------------------
                                                Title:
                                                      --------------------------


                                       30

<PAGE>   27
                                    EXHIBIT A

                                  THE PROPERTY

               [This legal description is subject to confirmation
                  and correction for accuracy by Title Company]


The land referred to below situated in the County of Orange, State of California
and described as follows:




                                       31

<PAGE>   28
                                    EXHIBIT F

                              ASSIGNMENT OF LEASES

         This Assignment of Leases ("ASSIGNMENT") is made in the County of
Orange, State of California, as of October ____, 1996 between TR KOLL TUSTIN
TECH CORP., an Illinois corporation ("ASSIGNOR"), and TECHNICLONE INTERNATIONAL
CORPORATION, a California corporation ("ASSIGNEE"), who agree as follows:

         1.   ASSIGNMENT AND ASSUMPTION. For good and valuable consideration,
including, without limitation, the terms and conditions of that certain Purchase
Agreement for Real Property and Escrow Instructions dated as of September ___,
1996 between Assignor and Assignee (the "PURCHASE AGREEMENT"), Assignor assigns
to Assignee all of Assignor's right, title and interest as Lessor in the leases
described on the attached Exhibit "A" ("LEASES"), if any. Assignee accepts the
assignment and assumes and agrees to perform, as a direct obligation to the
Lessee, all the obligations and liabilities of Assignor as Lessor under the
Leases arising on or after the date of this Assignment, including, without
limitation, all obligations and liabilities regarding or pertaining to any
security deposits under the Leases, which security deposits were actually
received by Assignee (including, without limitation, any and all obligations to
reimburse such security deposits to lessees under the Leases).

         2.   EFFECTIVE DATE.  This Assignment shall be deemed effective on the 
date ("EFFECTIVE DATE") the Grant Deed (as defined in the Purchase Agreement) is
filed for record with the Orange County Recorder's Office.

         3.   INDEMNIFICATION. Assignee shall indemnify, defend and hold 
harmless Assignor and Assignor's employees, partners, subsidiaries, parents,
affiliates, shareholders, officers, directors, attorneys, agents (including,
without limitation, Koll Investment Management) attorneys, managers, property
managers, asset managers, and all of their predecessors, successors and assigns,
from and against all liabilities, claims, losses, actions, damages, fines, costs
(including, without limitation, attorneys' fees and costs, including on appeal),
expenses, causes of action and demands, arising on or after the date of this
Assignment, which are in any way connected with, the Lessor's obligations under
the Leases, including, without limitation, all obligations and liabilities
regarding or pertaining to any security deposits under the Leases, which
security deposits were actually received by Assignee (including, without
limitation, any and all obligations to reimburse such security deposits to
lessees under the Leases).

         4.   ATTORNEYS' FEES. In any action between the parties to enforce any 
of the terms or provisions of this Assignment, the prevailing party in the
action shall be entitled to recover from the non-prevailing party, in addition
to damages, to injunctive relief or other relief, to its reasonable costs and
expenses, including, without limitation, costs and reasonable attorneys' fees
(including on appeal).

         5.   SUCCESSORS AND ASSIGNS.  This Assignment shall inure to the 
benefit of the parties and their respective successors and assigns.

         6.   SEVERABILITY.  If any provision of this Agreement shall be held 
invalid or unenforceable for any reason and to any extent.

         7.   MERGER.  This Assignment contains the entire understanding between
the parties relating to its subject matter. All prior and contemporaneous
agreements and understandings, whether oral or written, are superseded by this
Assignment. Nothing


                                       32

<PAGE>   29
contained in this Paragraph 7 is intended to terminate or affect the validity of
any of the representations or warranties contained in the Purchase Agreement
which shall survive the closing under the Purchase Agreement.

ASSIGNOR:                                    ASSIGNEE:

TR KOLL TUSTIN TECH CORP.,                   TECHNICLONE INTERNATIONAL
an Illinois corporation                      CORPORATION, a California
corporation


By:                                          By:
   -------------------------------              --------------------------------
    (Print Name)                             Name:

                                             Title:
- ----------------------------------
(Name)

- ----------------------------------
(Title)


                                       33