Consulting Agreement - Catellus Development Corp. and James G. O'Gara


 
                             CONSULTING AGREEMENT

                                    
This Consulting Agreement made this 23rd day of December, 1994, between CATELLUS
                                    ----
DEVELOPMENT CORPORATION, having a principal place of business at 201 Mission
Street, 30th Floor, San Francisco, CA, 94105 (hereinafter 'Catellus'), and JAMES
G. O'GARA, of No. 8 Deer Oaks Drive, Pleasanton, CA, 94588, Consultant
(hereinafter 'Consultant'), provides the following:


                         ARTICLE 1.   TERM OF CONTRACT

Section 1.01.  TERM.  This agreement will become effective on January 2, 1995
and will continue in effect through June 30, 1995, unless terminated in
accordance with the provisions of Article 7 of this agreement.  This agreement
is not subject to renewal or extension.


                  ARTICLE 2.   INDEPENDENT CONTRACTOR STATUS

Section 2.01.  INDEPENDENT CONTRACTOR STATUS.  It is the express intention of
the parties that Consultant is an independent contractor and not an employee,
agent, joint venturer or partner of Catellus.  Nothing in this agreement shall
be interpreted or construed as creating or establishing the relationship of
employer and employee between Catellus and Consultant or any employee or agent
of Consultant.  Both parties acknowledge that Consultant is not an employee for
state or federal tax purposes.  Consultant shall retain the right to perform
services for others during the term of this agreement.


              ARTICLE 3.   SERVICES TO BE PERFORMED BY CONSULTANT

Section 3.01.  SPECIFIC SERVICES.  Consultant agrees to advise Catellus of the 
potential for business opportunities involving Catellus's assets.  Consultant
shall have the right to refuse to perform specific requests by Catellus to
provide these services.  Consultant's services shall not include supervising,
overseeing, or being reported to by Catellus or Catellus's agents or employees
in the normal course of business.

Section 3.02.  METHOD OF PERFORMING SERVICES.  Consultant will determine the
method, details, and means of performing the above-described services, provided 
that Consultant shall not represent Catellus as an agent or negotiate directly 
with third parties on behalf of Catellus.  Consultant shall report and provide 
the services directly to Catellus's Chief Executive Officer or an employee 
designated by the Chief Executive Officer.  Subject to the foregoing, Catellus
shall have no right to, and shall not, control the manner or determine the
method of accomplishing Consultant's services.

Section 3.03.  PLACE OF WORK.  Consultant shall perform the services required by
this agreement at any place or location and at such times as Consultant shall
determine.  Catellus shall provide 

 
office and office support services to Consultant on an as-needed basis
incidental to the provision of services under this agreement. Consultant shall
have such access to Catellus files and records during customary business hours
in its corporate and regional offices as is necessary or incidental to the
provision of services under this agreement.

Section 3.04.  TIME OF WORK.  Consultant will be available on an on-call basis
only, and Catellus shall not have priority over Consultant's time or
availability.  Consultant will be reasonably available to respond to such
requests for services as Catellus may make from time to time.  Consultant shall
have the right to refuse to perform specific requests by Catellus to provide
services.

                           ARTICLE 4.   COMPENSATION

Section 4.01.  AMOUNT OF COMPENSATION.  In consideration for the services to be
performed by Consultant, Catellus agrees to pay Consultant consulting fees of
Ten Thousand Dollars ($10,000.00) per calendar month.  This is the full and
exact amount to be paid by Catellus to Consultant as compensation, regardless of
the actual quantity of services rendered by Consultant, if any.

Section 4.02.  DATE FOR PAYMENT OF COMPENSATION.  Payment will be made monthly
by Catellus to Consultant, on the last business day of each month in arrears.

Section 4.03.  EXPENSES.  Upon receipt of appropriate documentation, Catellus 
shall reimburse Consultant on a monthly basis for those customary and 
reasonable out-of-pocket expenses, without markup (including toll and cellular 
telephone charges and reasonable travel and entertainment charges), incidental 
to the performance of services for Catellus.  Consultant shall be responsible 
for all taxes required of or imposed against Consultant.


                    ARTICLE 5.   OBLIGATIONS OF CONSULTANT

Section 5.01.  ASSIGNMENT.  Neither this agreement nor any rights, duties or
obligations under this agreement may be delegated or assigned by Consultant
without the prior written consent of Catellus.

Section 5.02.  NONDISCLOSURE OF CONFIDENTIAL INFORMATION.  Consultant shall not
disclose to any unauthorized person any confidential information he may obtain
regarding Catellus, its customers, or its methods of doing business.  All
confidential information, including but not limited to files, records,
documents, data, lists, and similar items relating to the business of Catellus,
whether prepared by Consultant or otherwise coming into his possession, shall
remain the exclusive property of Catellus and shall not be used by Consultant
except in the course of the performance of Consultant's services under this
Consulting Agreement.

                                      2.

 
Section 5.03.  RESTRICTIVE COVENANT.  During the term of this agreement, 
Consultant shall not, directly or indirectly, either as an employer, employee, 
consultant, agent, principal, partner, stockholder, corporate officer, director,
or in any other individual or representative capacity, engage or participate in 
any business that is in direct competition with the business of Catellus.

Section 5.04.  STATE AND FEDERAL TAXES.  As Consultant is not Catellus's
employee, Consultant is responsible for paying all required state and federal
taxes.  In particular:

.    Catellus will not withhold FICA (Social Security) from Consultant's
     payments;
.    Catellus will not make state or federal unemployment insurance
     contributions on Consultant's behalf;
.    Catellus will not withhold state or federal income tax from payment to
     Consultant;
.    Catellus will not make disability insurance contributions on behalf of
     Consultant;
.    Catellus will not obtain workers' compensation insurance on behalf of
     Consultant.


                     ARTICLE 6.   OBLIGATIONS OF CATELLUS

Section 6.01.  COOPERATION OF CATELLUS.  Catellus agrees to comply with all
reasonable requests of Consultant necessary to the performance of Consultant's
duties under this agreement.

Section 6.02.  ASSIGNMENT.  Neither this agreement nor any rights, duties or
obligations under this agreement may be delegated or assigned by Catellus
without the prior written consent of Consultant.


                     ARTICLE 7.   TERMINATION OF AGREEMENT

Section 7.01.  TERMINATION ON OCCURRENCE OF STATED EVENTS.  This agreement shall
terminate automatically on the occurrence of any of the following events:

     1.   Bankruptcy or insolvency of either party;
     2.   Sale of the business of either party;
     3.   Death of either party.

Section 7.02.  TERMINATION BY CATELLUS FOR DEFAULT OF CONSULTANT.  Should
Consultant default in the performance of this agreement or materially breach any
of its provisions, Catellus, at Catellus's option, may terminate this agreement
by giving written notification to Consultant.  For purposes of this section,
material breach of this agreement shall include, but not be limited to,
unreasonable refusal to perform properly requested services or failure to timely
provide services.

                                      3.

 
Section 7.03.  TERMINATION BY CONSULTANT FOR DEFAULT OF CATELLUS.  Should
Catellus default in the performance of this agreement or materially breach any
of its provisions, Consultant, at Consultant's option, may terminate this
agreement by giving written notification to Catellus.

Section 7.04.  TERMINATION FOR FAILURE TO MAKE AGREED-UPON PAYMENTS.  Should
Catellus fail to pay Consultant all or any part of the compensation set forth in
Article 4 of this agreement on the date due, Consultant, at Consultant's option,
may terminate this agreement if the failure is not remedied by Catellus within
thirty (30) days from the date payment is due.


                        ARTICLE 8.   GENERAL PROVISIONS

Section 8.01.  NOTICES.  Any notices given hereunder by either party to the
other may be effected either by personal delivery in writing or by mail,
registered or certified, postage prepaid with return receipt requested.  Mailed
notices shall be addressed to the parties at the addresses appearing in the
introductory paragraph of this agreement, but each party may change the address
by written notice in accordance with this paragraph.  Notices delivered
personally will be deemed communicated as of actual receipt; mailed notices will
be deemed communicated as of two days after mailing.

Section 8.02.  ENTIRE AGREEMENT OF THE PARTIES.  This agreement supersedes any
and all agreements, either oral or written, between the parties hereto with
respect to the rendering of services by Consultant for Catellus and contains all
the covenants and agreements between the parties with respect to the rendering
of such services in any manner whatsoever.  Each party to this agreement
acknowledges that no representations, inducements, promises, or agreements have
been made, orally or otherwise, by any party, or by anyone acting on behalf of
any party, which are not embodied herein, and that no other agreement, statement
or promise not contained in this agreement shall be valid or binding.  Any
modification of this agreement will be effective only if it is in writing signed
by the party to be charged.

Section 8.03.  PARTIAL INVALIDITY.  If any provision in this agreement is held
by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.

Section 8.04.  ATTORNEYS' FEES.  If any action at law or in equity, including an
action for declaratory relief, is brought to enforce or interpret the provisions
of this agreement, the prevailing party will be entitled to reasonable
attorneys' fees, which may be set by the court in the same action or in a
separate legal action brought for that purpose, in addition to any other relief
to which that party may be entitled.

                                      4.

 
Section 8.05.  GOVERNING LAW.  This agreement will be governed by and construed
in accordance with the laws of the State of California.

Executed at San Francisco, California, on the date and year first above written.

CONSULTANT:                              CATELLUS:                           
                                         
James G. O'Gara                          Catellus Development Corporation   


/s/ James G. O'Gara                         /s/ Nelson C. Rising,
------------------------------------     By:----------------------------------
                                                Nelson C. Rising, President
Social Security or Taxpayer
Identification Number:

xxx-xxx-xxxx
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