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                                                                  EXHIBIT 10.53

                       ASSIGNMENT AND ASSUMPTION OF PROPERTY 
                          MANAGEMENT SIDE LETTER AGREEMENT

                                          
     ASSIGNMENT AND ASSUMPTION OF PROPERTY MANAGEMENT SIDE LETTER AGREEMENT,
dated as of November 12, 1997, between WESTFIELD AMERICA, INC., a Missouri
corporation ("Assignor"), and WESTFIELD AMERICA LIMITED PARTNERSHIP, a Delaware
limited partnership ("Assignee").

                                W I T N E S S E T H:
                                          
     WHEREAS, Assignor is a party to that certain Property Management Letter
Agreement, dated as of July 1, 1996, as amended by First Amendment to Management
Letter Agreement, dated May 21, 1997 (as amended, the "Management Letter
Agreement") between Westfield Management Company ("Manager") and Assignor,
pursuant to which Manager agrees to provide certain property management services
to Assignor and its subsidiaries and affiliates;

     WHEREAS, Assignor has this day transferred and conveyed to Assignee certain
direct and indirect interests in real properties and certain other property
pursuant to the terms of that certain Master Contribution and Assumption
Agreement, dated as of the date hereof, among Assignor, Assignee and certain
other parties (the "Contribution Agreement"), it being intended that Assignee
will be the entity through which Assignor operates substantially all of its
business; and 

     WHEREAS, in connection with the transfer of the assets under the
Contribution Agreement, Assignor desire to assign to Assignee all of Assignor's
right, title and interest under the Management Letter Agreement and Assignee
desires to assume all liabilities and obligations of Assignor thereunder.

     NOW, THEREFORE, in consideration of good and valuable consideration paid by
Assignee to Assignor pursuant to the Contribution Agreement, the receipt and
sufficiency of which is hereby acknowledged, Assignor hereby assigns, transfers
and conveys to Assignee all of its right, title and interest under the
Management Letter Agreement.

     Assignee hereby accepts the foregoing assignment and assumes and agrees to
perform all of the obligations of Assignor under the Management Letter
Agreement.


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     This Assignment is made without any warranty or representation by Assignor.

     IN WITNESS WHEREOF, this Assignment and Assumption of Management Letter
Agreement has been executed on the date and year first above written.


                                        ASSIGNOR:



                                        WESTFIELD AMERICA, INC.,
                                        a Missouri corporation


                                        By: /s/ Mark Stefanek
                                            ------------------------
                                             Name: Mark Stefanek
                                             Title:  Treasurer and Chief
                                                     Financial Officer


                                        ASSIGNEE:

                                        WESTFIELD AMERICA LIMITED
                                        PARTNERSHIP, a Delaware limited 
                                        partnership


                                        By:  WESTFIELD AMERICA, INC.,
                                             its general partner


                                             By: /s/ Mark Stefanek
                                                 ------------------------
                                                  Name: Mark Stefanek
                                                  Title:  Treasurer and Chief
                                                          Financial Officer


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