ADDENDUM TO REAL PROPERTY PURCHASE AGREEMENT & DEPOSIT RECEIPT

This Addendum to Real Property Purchase Agreement & Deposit
Receipt ("Addendum") is made by and between CAPITAL BUILDERS
DEVELOPMENT PROPERTIES, a California limited partnership
("Seller"), and MUSTAFA ARPACI ("Purchaser"), and is dated for
reference purposes as of March 23, 2000.

Recitals

A.  Seller and Purchaser have entered into that certain Real
Property Purchase Agreement & Deposit Receipt ("Purchase
Agreement") dated March 17, 2000, pertaining to that certain
real property commonly described as 2901, 2931, 2941 and 2951
Sunrise Boulevard (Assessor's Parcel Numbers 072-0430-077 and
072-0430-078), which property is more particularly described in
the Purchase Agreement.

B.  Seller and Purchaser desire and intend to amend and
supplement the provisions of the Purchase Agreement by the
provisions of this Addendum.  The Purchase Agreement as amended
and supplemented by this Addendum shall hereinafter be referred
to as the "Agreement."  In consideration of the foregoing
Recitals, Seller and Purchaser hereby agree upon terms and
conditions set forth below.

Operative Provisions
1.  Subject Property.  The definition of Subject Property on
page 1 of the Purchase Agreement shall be revised to read as
follows:  2901, 2931, 2941 and 2951 Sunrise Boulevard, Rancho
Cordova, California (Assessor's Parcel Numbers 072-0430-077 and
072-0430-078).
2.  Common Description of Real Property.  The reference to "2991
Sunrise Boulevard" contained in the second paragraph, page 1 of
the Purchase Agreement, shall be changed to "2901 Sunrise
Boulevard".
3.  Address for Title Company.  The address for the Title
Company described in Section 3.A of the Purchase Agreement shall
be changed from "Suite 2180" to "Suite 180."
4.  Physical Inspections.  The language "indemnify and" shall be
inserted after the language "Purchaser shall" contained in the
fourth line, second sentence of Section 7.B(2) of the Purchase
Agreement.
5.  Assignment by Purchaser.  Section 12 of the Purchase
Agreement shall be deleted in its entirety.
6.  Leases and Tenant Improvements.  Section 31.F shall be
amended as follows, in its entirety:
F.  Leases and Tenant Improvements:  Purchaser hereby
acknowledges and agrees that Seller shall continue to manage the
Property, as the owner, until close of escrow, and that such
management responsibilities include, without limitation, the
negotiation of new leases or options to lease or the negotiation
of any termination, extension or modification of existing
leases.  Seller shall give Purchaser reasonable prior written
notice before Seller enters into a new lease or terminates an
existing lease.  Purchaser shall advise Seller, in writing,
whether Purchaser approves or disapproves of any new lease or
lease termination, which approval shall not be unreasonably
withheld, conditioned or delayed.  Purchaser shall not be
entitled to disapprove of any new lease unless Purchaser, in
connection with such disapproval, also waives, in writing, all
contingencies and conditions to Purchaser's acquisition of the
Property under this Agreement.  Seller and Purchaser hereby
acknowledge and agree that Seller is currently contemplating
leases with Togo's (approximately 1,500 square feet; 2901
Sunrise Boulevard) and Hammer & Tack (approximately 3,510 square
feet; 2951 Sunrise Boulevard).  Seller's good faith estimate of
the cost to complete the tenant improvements required under the
Togo's and Hammer & Tack leases and the cost of leasing
commissions associated with such leases is approximately
$62,000.00.  As separate consideration under this Agreement,
Seller hereby agrees to pay for the tenant improvements and
leasing commissions associated with the Togo's and Hammer & Tack
leases in an amount not to exceed $62,000.00.  If Seller has not
paid the sum of $62,000.00 for such tenant improvements and
commissions prior to close of escrow, the difference between the
amount expended by Seller and the amount of $62,000.00 shall be
credited against the Purchase Price at close of escrow.  Seller
shall have no further obligation or liability with respect to
any tenant improvements or leasing commissions under the Togo's
or Hammer & Tack leases, or any other leases of space within the
Property, following the Closing Date and Purchaser hereby agrees
that any costs incurred under such leases or any obligations
thereunder arising after the Closing Date shall be the sole
responsibility of Purchaser.
7.  Assignment of Warranties.  Section 31.I of the Purchase
Agreement shall be amended as follows, in its entirety:  Seller
shall assign to Purchaser all warranties and all Seller's rights
against the contractors, subcontractors, suppliers and
materialmen involved in the construction or operation of the
Property; provided, however, that Purchaser shall cooperate with
Seller in the event that Seller seeks to pursue any claim
against a contractor, subcontractor, supplier or materialman
arising prior to the Closing Date.
8.  Permitted Assignment.  The language "Notwithstanding the
provisions of Paragraph 11" shall be deleted from the beginning
of Section 31.L of the Purchase Agreement.
9.  Miscellaneous (New Section).  The defined terms set forth in
this Addendum shall have the same meaning as described in the
Purchase Agreement.  The provisions of this Addendum shall
control and govern as to any inconsistency or contradiction
between the provisions of this Addendum and the provisions of
the Purchase Agreement.  This Addendum may be executed in any
number of counterparts and each such counterpart shall
constitute an original document.

SELLER:
CAPITAL BUILDERS DEVELOPMENT PROPERTIES,
a California limited partnership
By:	Capital Builders, Inc., a California corporation


By:
Michael J. Metzger, President
Date:

PURCHASER:
MUSTAFA ARPACI



Date:





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