<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)     March 25, 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                      92680       
- ----------------------------------------------------          ------------------
      (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 34
                            Exhibit Index on Page 4

<PAGE>   2

ITEM 5.    OTHER EVENTS

           On March 25, 1996, TECHNICLONE INTERNATIONAL CORPORATION (the
"Registrant") entered into a Purchase Agreement for Real Property and Escrow
Instructions dated as of March 25, 1996 by and between Registrant and TR KOLL
TUSTIN TECH CORP., an Illinois corporation ("Koll") pursuant to which
Registrant agreed to purchase from Koll its existing facility at 14282 Franklin
Avenue, Tustin, California  92680 for the purchase price of $1,555,620.60.  The
Registrant is in the process of securing financing for the transaction.  The
closing of the transaction is expected to take place on or before April 30,
1996.



ITEM 7.    EXHIBITS

EXHIBIT NO.     DESCRIPTION
- -----------     -----------

10.1            Purchase Agreement for Real Property and Escrow Instructions 
                dated as of March 22, 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:  March 29, 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 and Escrow        5     
                Instructions dated as of March 25, 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/TERMINATION OF LEASE.

                 1.1      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.

                 1.2      TERMINATION OF LEASE.  Buyer and Seller acknowledge
         that Buyer is in sole and exclusive possession of a portion of the
         Property pursuant to the terms of that certain Lease ("Lease") dated
         September 10, 1991 between Buyer and Seller, and that in connection
         with the purchase, Buyer and Seller agree to terminate the Lease as of
         the Closing Date pursuant to the terms of the Lease Termination
         Agreement attached hereto as Exhibit "C".

         2.      BASIC TERMS AND DEFINITIONS.

                 2.1      PROPERTY.  The term
 "Property" shall mean: (i) the
         land ("Land") together with all improvements, fixtures and equipment
         located on the Land, including the building commonly referred to as
         14282 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 tins Agreement, Seller is not
         transferring any rights in the name "Koll" nor shall Buyer have any
         rights to use the name "Koll" with regard to the Property or
         otherwise.

                 2.2      BUYER.  Techniclone International Corporation, a
         California corporation, whose address is 14282 Franklin Avenue,
         Tustin, California; Telephone (714) 838-0050; Telecopier:  (714)
         838-9433.

                 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)
         833-3030; Telecopier: (714) 476-1215.





                                        5                           

<PAGE>   2
                 2.4      PURCHASE PRICE.  The purchase price for the Property
         shall be One Million Five Hundred Fifty Five Thousand Six Hundred
         Twenty Dollars ($1,555,620.00) ("Purchase Price").

                 2.5      TERMS OF PURCHASE, CERTAIN DEFINITIONS.

                          (a)     THE DEPOSIT.  A cashier's or certified check
                 in the amount of Forty Thousand Dollars ($40,000) (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 to 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
         is March 25, 1996 ("Effective Date").

                 2.7      CLOSING DATE.  The Closing shall occur on or before
         APRIL 30, 1996 ("Closing Date"), unless extended as follows: Buyer
         shall have the option of extending the Closing Date for up to an
         additional sixty (60) days upon (i) written notice to Seller delivered
         prior to APRIL 20, 1996 which sets forth Buyer's proposed closing date
         (which shall thereafter be deemed the "Closing Date") and (ii) payment
         of Ten Thousand Dollars ($10,000) for each fifteen (15) day period (or
         prorata, portion thereof) the Closing Date is to be extended.  Any
         additional payments made pursuant to this Paragraph 2.7 shall be
         delivered to Escrow Holder, shall be deemed part of the Deposit and
         shall be applied to the Purchase Price at Closing or be deemed a part
         of the liquidated damages pursuant to Paragraph 8.5 hereof.

                 2.8      ESCROW.  Escrow Number 6021181-M-19 at the Escrow
         Holder which shall be opened as provided in Paragraph 9.

                 2.9      ESCROW HOLDER.  Chicago Title Insurance Company,
         whose address is 16969 Von Karman, 2nd Floor, Irvine, California
         92714, Escrow Officer: Lorri Beasley, Telephone: (714) 263-0123;
         Telecopier: (714) 263-0356.

                 2.10     PERMITTED EXCEPTIONS.  As defined in Section 3.

                 2.11     TITLE COMMITMENT.  A current commitment for a CLTA
         Owner's Protection Policy of Title Insurance for the Property issued
         by the Title Company in the





                                        6

<PAGE>   3
         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.  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.

         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), 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, 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), 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 shall be forthwith 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
hereinabove, 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.





                                       7

<PAGE>   4
                 5.2      INSPECTION.  Buyer's receipt and approval of
         evidence, reasonably satisfactory to Buyer, that all approvals,
         designations, licenses and permits have been obtained or received from
         all appropriate governmental agencies or entities, and the Property is
         in a condition which Buyer reasonably deems necessary to use and enjoy
         the same for the purposes contemplated herein, on or before MARCH 22,
         1996.

                 5.3      FINANCING.  Buyer's obtaining a written commitment
         for financing for the acquisition of the Property on terms reasonably
         satisfactory to Buyer on or before MARCH 22, 1996.

                 5.4      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.

                 5.5      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 or waived by Buyer on or before the respective
         dates set forth above (each an "Expiration Date"), then Buyer may, at
         its option, elect to terminate this Agreement by notice to Seller
         delivered prior to such Expiration Date, in which event the Deposit
         shall forthwith be returned to Buyer; provided that upon failure of
         Buyer to give such notice of termination to Seller prior to such
         Expiration Date, Buyer shall be deemed to have elected to terminate
         this Agreement and this Agreement shall be of no further force and
         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 ten (10) days after the
         Effective Date.





                                       8

<PAGE>   5
         7.      CLOSING.

                 7.1      THE CLOSING.

                          (a)     The Closing shall occur by no later than 
                 5:00 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.

                          (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 Lease Termination Agreement in the form
                 attached as Exhibit "C". ("Lease Termination Agreement")
                 signed by Seller;

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

                          (d)     A certificate of non-foreign -status in the
                 form attached as Exhibit "E", ("Seller's Certificate"), signed
                 by Seller; and

                          (e)     A Bill of Sale in the form attached as 
                 Exhibit "F" ("Bill of Sale"), 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.





                                       9

<PAGE>   6
                 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 funds actually made in Escrow Holder's
                 depository bank account by 12:00 noon on the last business day
                 immediately before the Closing Date;

                          (b)     The Lease Termination Agreement (or 
                 counterpart), 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

                          (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), 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 5:00 p.m. on the Closing Date, 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.





                                       10

<PAGE>   7
                 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, the defaulting party shall be
         liable for all Escrow cancellation and Title Company charges.  If
         Escrow fails to close for any other reason, Buyer and Seller shall
         each pay one-half of any Escrow cancellation and Title Company
         charges.

                 8.5      LIQUIDATED DAMAGES.  IF BUYER FAILS TO COMPLETE THE
         PURCHASE OF 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, 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 BY REASON OF ESCROW HOLDER'S GOOD FAITH COMPLIANCE WITH THIS
         PARAGRAPH.  THE PARTIES EXPRESSLY AGREE 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, IN LIGHT OF THE
         DIFFICULTY THE PARTIES WOULD HAVE IN DETERMINING SELLER'S ACTUAL
         DAMAGES, AS A RESULT OF BUYER'S FAILING TO COMPLETE THE 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      DJZ        BUYER'S INITIALS     WVM     
                             ----------                      ----------
                 
                 8.6      REMEDIES AGAINST SELLER.  IF CLOSE OF ESCROW AND THE
         CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT DO NOT
         OCCUR BY REASON OF ANY DEFAULT OR BREACH BY SELLER IN ITS OBLIGATION
         TO TRANSFER THE PROPERTY TO BUYER, BUYER SHALL BE ENTITLED TO THE
         RETURN OF THE DEPOSIT





                                       11

<PAGE>   8

         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, LEGAL OR
         EQUITABLE.

         SELLER'S INITIALS      DJZ        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 both (i) this Agreement, fully
         signed or in signed counterparts, and (ii) Buyer's Deposit are
         delivered 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,
         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 is any inconsistency between the
         provisions of those General Provisions and any of the provisions of
         this Agreement, 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-five (365) 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





                                       12

<PAGE>   9
                 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.  To the extent that 
                 any Property expenses are not ascertainable as of the Closing 
                 Date, Buyer and Seller hereby agree to reprorate such expenses 
                 as and when final bills for same are received.

                          (b)     All rents, additional rent, income, and other
                 amounts payable to Seller under the Lease including, without
                 limitation, accrued but unpaid rents (collectively, "Property
                 Rent") shall also be prorated as of Close of Escrow.  To the
                 extent that any Property Rent is not ascertainable as of the
                 Closing Date, Buyer and Seller hereby agree to reprorate such
                 amounts as and when same are finally determinable.

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

                          (d)     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
                 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.

                          (e)     ADJUSTMENTS.  If any errors or omissions are
                 made regarding adjustments and prorations, 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, 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.

                          (f)     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 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 or survey costs), (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





                                       13

<PAGE>   10
         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 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.  Direct the Title Company to
                 issue the Title Policy to Buyer.

         10.     BROKERAGE COMMISSIONS.  Upon the Close of Escrow, Seller shall
pay a real estate brokerage commission 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





                                       14

<PAGE>   11
         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 of 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, Seller shall promptly notify Buyer in
         writing of such fact.  In such case, or in the event Buyer obtains
         information which would cause any of Seller's representations and
         warranties to be untrue at Close of Escrow, 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





                                       15

<PAGE>   12
                 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 an "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.  Buyer is
                 familiar with the Property and its suitability for Buyer's
                 intended use.  Buyer acknowledges that Buyer has been provided
                 access to the Property and has had an adequate opportunity to
                 review any and all aspects of the Property Buyer deems
                 relevant to its decision to purchase the Property, including
                 the Documents (as defined below), which Buyer acknowledges
                 receipt of.  Except for the representations and warranties
                 expressly provided in Paragraph 11.1 above, all of Seller's
                 and Seller's 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.

                          (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





                                       16

<PAGE>   13
                                           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.

         12.     ENTRY ON PROPERTY.

                 12.1     LICENSE TO ENTER FOR INVESTIGATION.  Until Escrow
         closes or this Agreement is 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





                                       17

<PAGE>   14
         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).

                 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.  Seller, upon actually becoming aware
         of same, shall promptly notify Buyer, in writing, of any condemnation
         proceeding affecting the Real Property commenced prior to the Close of
         Escrow or upon receipt of any written notice of a potential
         condemnation.  If, by reason of any such proceeding, the value of the
         Real Property, in Buyer's reasonable judgment, is significantly
         impaired or reduced, Buyer may, at its option, 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"), 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 AND INDEMNITY 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





                                       18

<PAGE>   15
Buyer may now or hereafter have to seek contributions from the Indemnified
Parties and Property under (i) Section 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) Section 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 Section
107 of CERCLA (42 U.S.C. Section 9607).

         Buyer hereby agrees, after the Close of Escrow, at its sole cost and
expense, to indemnify, protect, hold harmless and defend (with counsel of
Seller's choice), the Indemnified Parties and Property, and their predecessors,
successors and assigns, from and against any and all claims, demands, damages,
losses, liabilities, obligations, penalties, fines, action, causes of action,
judgments, suits, proceedings, costs, disbursements and expenses (including,
without limitation, attorneys' and experts' reasonable fees and costs) of any
kind or nature whatsoever which may at any time be imposed upon, incurred or
suffered by, or asserted or awarded against, the Indemnifies Parties and
Property, or their predecessors, successors and assigns, relating to or arising
from the presence, use, handling, storage or disposal of Hazardous Materials
on, under or about the Property, or the violation of any Environmental Laws,
which was caused or knowingly permitted by Buyer.

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

         BUYER'S INITIALS     WVM     
                           ----------

         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 "D" 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





                                       19

<PAGE>   16
                 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
         nonprevailing party, in addition to damages, injunctive relief or
         other relief, its reasonable costs and expenses, including, without
         limitation, costs and reasonable attorneys' fees, 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 ("notice") 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 mailed notice.

                 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.

                 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, 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 come effective,
         shall be made in writing and in each instance signed on behalf of each
         party.





                                       20

<PAGE>   17
                 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 force or effect, in whole or in party.

                 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.

                 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, 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), Buyer
         shall immediately deliver to Seller, at no cost or





                                       21

<PAGE>   18
         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 Real Property in the manner that Seller is currently maintaining the Real
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 Real 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 Real Property, except as permitted by this Agreement, (d)
not encumber the Real Property or create any new exception to title affecting
the Real Property, without Buyer's consent; (e) deliver to Buyer each and every
material notice or communication Seller receives in writing from any
governmental authority pertaining to the ownership of the Property, promptly
following Seller's actual receipt of the same; and (f) fully perform the
material obligations of the lessor under the Lease and promptly notify Buyer of
any and all defaults under the Lease of which Seller has actual knowledge.

    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 and Secretary
        -----------------------          ---------------------------------------

Name:  David J. Zak               Name:  William V. Moding
       ------------------------          ---------------------------------------




                                       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:

                                [TO BE INSERTED]





                                       23

<PAGE>   20
                                 EXHIBIT "B"

                                 GRANT DEED


RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

Techniclone International Corporation
14282 Franklin Avenue
Tustin, California  92680

                                            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: April     , 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 92680





                                       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:

                                [TO BE INSERTED]





                                       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 signatures) 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"

                          LEASE TERMINATION AGREEMENT


         THIS LEASE TERMINATION AGREEMENT ("Agreement") is made this _____ day
of April, 1996, by and between TR KOLL TUSTIN TECH CORP., an Illinois
corporation ("Landlord") and TECHNICLONE INTERNATIONAL CORPORATION, a
California corporation ("Tenant").

                                   BACKGROUND

         A.      Landlord and Tenant are parties to a certain Lease Agreement
dated September 10, 1991 (including any amendments thereto) (the "Lease"),
pursuant to which Landlord is leasing to Tenant the premises (the "Premises")
commonly known as 14282 Franklin Avenue, Tustin, California, and described in
Exhibit A of the Lease.

         B.      Concurrently herewith and as a condition hereto, Tenant is
purchasing the Premises from Landlord pursuant to the terms of that certain
Purchase Agreement for Real Property and Escrow Instructions dated February
___, 1996 (the "Purchase Agreement").  In connection therewith, Landlord and
Tenant desire to terminate the Lease prior to the expiration of the stated term
thereof, all on the terms and conditions contained herein.

         NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein set forth, and intending to be legally bound hereby, the
parties hereto agree as follows:

         1.      The term of the Lease shall terminate on the date hereof (the
"Termination Date"), as if that date were the day definitely fixed in the Lease
for the expiration of the term of the Lease.  Notwithstanding anything to the
contrary contained in the Lease, neither Tenant nor Landlord shall pay or be
paid any termination fee or other fee in connection with the early termination
of the Lease.  Landlord acknowledges that Tenant has paid Landlord all rentals,
taxes and other regularly scheduled monetary payments due under the Lease
through the Termination Date, except for any amounts paid by Tenant to Landlord
on an estimated basis, which amounts are not finally ascertainable and which
amounts shall be reprorated after the date hereof pursuant to the Paragraph 9.4
of the Purchase Agreement.

         2.      Tenant, for itself and its successors and assigns, hereby
releases and forever discharges Landlord from any and all actions, causes of
action, suits, claims and demands of every kind and nature whatsoever, whether
now known or hereafter to become known, anticipated or unanticipated, which
Tenant ever had, now has or may have had, by reason of any matter, cause or
thing whatsoever, arising out of, related to or in any way connected with the
Lease or the Premises.  Tenant declares that the terms of this release are
fully understood and voluntarily made for the purposes of making a full and
final release and discharge of any and all claims that Tenant may have against
Landlord related to the matters described in this Agreement.

         3.      Landlord, for itself and its successors and assigns, hereby
releases and forever discharges Tenant and its partners, successors and
assigns, and the officers, shareholders, directors, advisors, agents and
employees of each of them from any and all actions, causes of





                                       27

<PAGE>   24
action, suits, claims and demands of every kind and nature whatsoever, whether
now known or hereafter to become known, anticipated or unanticipated, which
Landlord ever had, now has or may have had, by reason of any matter, cause or
thing whatsoever, arising out of, related to or in any way connected with the
Lease or the Premises, with the exception of matters arising from or related to
Tenant's obligations under the Lease, if any, with respect to (i) environmental
matters, (ii) compliance with local, state and federal laws, ordinances and
regulations, (iii) any mechanic's or materialmen's liens filed against the
Premises or Landlord's interest therein in connection with any work performed
by or on behalf of Tenant on or about the Premises, (iv) any liability for
injury or damage to persons or property occurring on or about the Premises and
(v) certain monetary obligations which the parties hereto have agreed to
reprorate after closing pursuant to Paragraph 9.4 of the Purchase Agreement.
Landlord declares that the terms of this release are fully understood and
voluntarily made for the purposes of making a full and final release and
discharge of any and all claims that Landlord may have against Tenant related
to the matters described in this Agreement, subject to the exceptions set forth
in this paragraph.

         4.      Landlord and Tenant hereby represent and warrant that there
are no other consents or other documents required to terminate the Lease under
the terms set forth in this Agreement.

         5.      In the event of any litigation brought by either party to
enforce the terms and provisions of this Agreement, the prevailing party shall
be entitled to recover all of its costs and expenses incurred in such
litigation, including but not limited to, reasonable attorneys' fees.

         6.      If there is any conflict between the terms and conditions of
this Agreement and the terms and conditions of the Lease, the terms and
conditions of this Agreement shall control.

         7.      All capitalized terms not otherwise defined in this Agreement
shall have the meanings which said capitalized terms have in the Lease.

         8.      This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, executors, administrators,
successors and assigns.

         9.      This Agreement may be executed in several counterparts, each
of which will be considered an original, and all of which taken together shall
constitute one agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

                                                LANDLORD:

                                                TR KOLL TUSTIN TECH CORP., 
                                                an Illinois corporation


                                                By:
                                                    ----------------------------

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


(Signatures continue on Page 3)





                                       28

<PAGE>   25
                                         TENANT:

                                         TECHNICLONE INTERNATIONAL 
                                         CORPORATION, a California corporation


                                         By:
                                             -----------------------------------

                                         Name:
                                               ---------------------------------

                                         Title:
                                                --------------------------------




                                       29

<PAGE>   26
                                  EXHIBIT "D"

                               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 14282 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 March
                 ___, 1996; and

         (ii)    Assignor hereby reserves all right, title and interest in and
                 to any and an 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; provided,
                 however, that Assignor shall reimburse Assignee for Assignee's
                 pro rata.  share of such proceeds and awards to the extent
                 Assignee paid for a portion of such disputed taxes pursuant to
                 the terms of that certain Lease dated September 10, 1991
                 between Assignor and Assignee.

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


ASSIGNOR:                                ASSIGNEE:

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


By:                                      By:
    -------------------------------          -----------------------------------

Name:                                    Name:
      -----------------------------            ---------------------------------

Title:                                   Title:
       ----------------------------             --------------------------------



                                       30

<PAGE>   27
                                  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:

                                [TO BE INSERTED]





                                       31

<PAGE>   28
                                  EXHIBIT "E"

                            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:   April ____, 1996





                                       32

<PAGE>   29
                                 EXHIBIT "F"

                                 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 14282 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 TIME
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 April ___, 1996.


                                        TR KOLL TUSTIN TECH CORP., 
                                        an Illinois corporation


                                        By:
                                            ------------------------------------

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



                                       33

<PAGE>   30
                                  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:

                                [TO BE INSERTED]





                                       34