<PAGE>

                                                                  EXHIBIT 10.46

                           JOINT VENTURE AGREEMENT
                                     FOR
                                VANCOUVER MALL


     MAY CENTERS, INC., a Delaware corporation (hereinafter sometimes 
referred to as the "Managing Partner"), and VANCOUVER ASSOCIATES, a 
California Limited Partnership which has HARRY NEWMAN, JR., and LEROY BRETTIN 
as its only general partners (hereinafter sometimes referred to as 
"Associates"), hereby form a general partnership (hereinafter sometimes 
referred to as the "Partnership") pursuant to the provisions of Chapter 25.04 
of the Revised Code of Washington, known as the Uniform Partnership Act, under 
the following terms and conditions, and hereby execute this Joint Venture 
Agreement (hereinafter referred to as the "JVA") for that purpose, as of this 
29th day of September, 1975. The parties hereto are hereinafter sometimes 
referred to as "Partner" or collectively as "Partners".

                                   ARTICLE I

                           NAME OF THE PARTNERSHIP

     The name of the Partnership shall be VANCOUVER MALL.

                                   ARTICLE II

                         THE CHARACTER OF THE BUSINESS

     The character of the business and the purposes of the Partnership shall 
be the ownership, development, construction, operation, management and 
maintenance of a regional shopping center, including office, commercial and 
medical buildings, on the Partnership Tract, as hereinafter defined, 
provided, however, the aforesaid statement of the character of the business 
and purposes of the Partnership shall not be deemed or construed to limit, 
restrict or qualify in any manner whatsoever the powers of (i) the 
Partnership and/or (ii) Managing Partner herein.

<PAGE>

                                  ARTICLE III

                THE LOCATION OF THE PRINCIPAL PLACE OF BUSINESS

     The location of the principal place of business of the Partnership shall 
be at the Partnership Tract and the location of the office of the 
Partnership shall be at the office of the Managing Partner, 10738 West Pico 
Boulevard, Los Angeles, California 90064, or at such other location as the 
Managing Partner may select.

                                  ARTICLE IV

                   NAME AND PLACE OF RESIDENCE OF THE PARTNERS

     The names and places of residence of each Partner and its respective 
Capital Interest in the Partnership are as follows:

<TABLE>
<CAPTION>
Name of Partner                      Place of Residence                          Capital Interest
---------------                      ------------------                          ----------------
<S>                                  <C>                                         <C>
May Centers, Inc.                    10738 West Pico Boulevard                        50%
                                     Los Angeles, California 90064                  

Vancouver Associates                 3711 Long Beach Boulevard                        50%
                                     Long Beach, California 90801      
</TABLE>

                                 ARTICLE V

                            TERM OF PARTNERSHIP

     Section 5.1  The term of the Partnership shall commence on the execution 
of this JVA as of date hereof.

     Section 5.2  The Partnership shall terminate and be dissolved, as 
provided in Article XIV, (i) ninety-nine (99) years from the date hereof, or 
(ii) upon agreement to terminate by Managing Partner and fifty-five percent 
(55%) of the ownership of partnership interests in Associates, including 
ownership interests of general partners, or (iii) upon Bankruptcy (as that 
term is defined in Article XXVII hereof) of Managing Partner, or (iv) upon 
the dissolution or termination of the corporate existence of Managing 
Partner, except where such dissolution or termination of corporate existence 
results from a merger, consolidation, transfer of all the assets of Managing 
Partner or any other form of corporate succession, whichever of the aforesaid 
four events shall first occur (herein referred to as "Termination Date").

<PAGE>

                                  ARTICLE VI

                            CAPITAL CONTRIBUTIONS

     Section 6.1  The amount and nature of the capital contributions of the 
Partners are set forth in Exhibit 1 attached hereto and by this reference 
made a part hereof, which said Exhibit 1 refers to certain real property 
located in Clark County, Washington, which is hereinafter referred to as the 
"Partnership Tract" and more particularly described by metes and bounds in the 
Exhibit A which is attached to Exhibit 1 and by this reference made a part 
hereof. At any particular point in time, the portion of the Partnership 
Tract not conveyed to department store operators or other Persons, as herein 
provided, is sometimes hereafter referred to as the "Joint Venture Parcel". 

     Section 6.2  The respective amounts of the capital contributions of each 
Partner, as referred to above, shall be credited to the respective capital 
account of each Partner (hereinafter referred to as "Capital Account" or 
"Capital Accounts"). 

     Section 6.3  No interest shall be paid on capital contributions or on the 
balances in the respective Capital Accounts. 

     Section 6.4  Subject to the provisions of Article XI, Associates shall 
not be entitled to a return of its capital contribution prior to Termination 
Date and shall not have the right to receive property other than cash in 
return of its capital contribution.

<PAGE>

                           ARTICLE VII

           DEVELOPMENT AND FINANCING OF PARTNERSHIP TRACT

     Section 7.1   Managing Partner shall use reasonable efforts
to develop a regional shopping center on the Shopping Center Site, as
hereinafter defined, consisting of (i) three department store buildings
in Phase I and as many as two more department store buildings in Phase II, 
each to be occupied by a major retailer, (ii) an Enclosed Mall connecting the 
department store buildings, and (iii) Mall Stores along the Enclosed Mall 
containing approximately two hundred thousand (200,000) to three hundred 
seventy-five thousand (375,000) square feet of Floor Area, as defined in the 
REA referred to in Section 7.3 hereof. Such other commercial, office and 
medical building as Managing Partner deems appropriate may be developed on 
that portion of the Joint Venture Parcel which is not included in the 
Shopping Center Site. The "Shopping Center Site" is that portion of the 
Partnership Tract which, subject to an accurate survey, is more particularly 
described by metes and bounds in Exhibit A, Part E. During the course of the 
development of the regional shopping center, and in connection with all other 
development of the Partnership Tract, Managing Partner shall consult with 
Associates on plans and design. During the course of any construction by 
Managing Partner on the Partnership Tract, Managing Partner shall furnish 
Associates with copies of construction schedules and bar charts and reports 
of construction representatives, as and when the same are available to 
Managing Partner, and Associates shall have the right to check on 
construction progress. During the course of the operation of the regional 
shopping center, and so long as Harry Newman is a general partner of 
Associates, the Managing Partner shall consult with Associates regarding the 
matters referred to paragraph (M) of Section 9.2 hereof.

                                       4

<PAGE>

     Section 7.2   If not accomplished as of the date of the execution of 
this JVA, the Managing Partner shall use reasonable efforts to enter into 
agreements with Sears, Roebuck and Co. (hereinafter called "Sears") and J. C. 
Penney Company, Inc. (hereinafter called "Penney") and The May Department 
Stores Company (hereinafter called "May") for the sale of certain portions of 
the Partnership Tract to Sears, Penney and May respectively, for the 
construction and operation by Sears, Penney and May of department stores, 
said portions of the Partnership Tract being hereinafter referred 
respectively as the "Sears Parcel", "Penney Parcel" and "May Parcel", 
provided, however, Managing Partner may sell such certain portions of the 
Shopping Center Site to another department store operator, if it determines 
that it cannot make satisfactory arrangements with Penney for the construction 
and operation of a department store. In addition the foregoing, Managing 
Partner may enter in agreements with other department store operators for 
the sale of additional portions of the Partnership Tract in connection with 
the construction and operation of other department stores on the Shopping 
Center Site. The exact size and location of the said Parcels shall be 
determined by Sears, Penney, May or other department store operator(s), as 
the case may be, and Managing Partner upon completion of architectural and 
engineering design studies of the Shopping Center Site, it being understood 
that the size of said Parcels shall be determined by the amount of acreage 
required by Sears, Penney, May or other department store operator(s) to 
meet the greater of local parking regulations or the parking ratio 
established by the REA referred to in Section 7.3 hereof based on the size of 
department stores to be constructed, plus perimeter sidewalks and 
truckloading and service areas, together with associated landscaped and 
buffer areas, if any. The purchase price for the sales of said Parcels shall 
be as provided in Exhibit 1 hereof.

                                       5

<PAGE>

     Section 7.3    If not accomplished as of the date of the execution of
this JVA, Managing Partner shall use reasonable efforts to enter into an 
agreement with Sears and May providing for the construction and operation of 
the regional shopping center on the Shopping Center Site and reciprocal 
easements in regard thereto, all similar in form to the form of REA that was 
discussed with Sears and May in Los Angeles on June 15, 1975. If such
agreement with Sears and May (herein referred to as the "REA") is executed at 
or contemporaneous with the execution of this JVA, the REA shall be 
conclusively determined to be so similar, but in all such other events, 
Managing Partner shall determine, in its sole and absolute discretion (such 
determination being exercised by the execution of the REA), whether the REA 
is so similar.

     Section 7.4    Managing Partner will enter into a leasing agreement 
with Harry Newman Properties, a California corporation, d/b/a Property 
Leasing Associates, regarding the initial leasing of Mall Stores and other 
areas and/or buildings on the Joint Venture Parcel in accordance with the 
form of agreement attached hereto as Exhibit 2, and the payments due Harry 
Newman Properties shall be paid by the Partnership, provided, however, no 
lease or other arrangement for occupancy of Mall Stores or other areas
and/or buildings on the Joint Venture Parcel shall be binding upon the 
Partnership unless executed by Managing Partner after approval of all terms 
and provisions of said lease or other arrangement. After initial leasing, as 
aforesaid, all re-leasing shall be performed by the Managing Partner, but no 
leasing fee shall be charged to the Partnership except in those instances 
where a prospective tenant requires payment by the Partnership of a leasing 
fee to a broker representing the prospective tenant. Leasing of Phase II will 
be performed by Harry Newman Properties,

                                       6


<PAGE>

if a leasing fee for such services can be agreed upon between Managing Partner
and Harry Newman Properties.

          Section 7.5  Prior to obtaining a Permanent Loan, Managing Partner 
shall loan or cause to be loaned to the Partnership, from time to time, 
sufficient funds to pay all Partnership liabilities, distributions and 
expenses as they become due and payable, including, but not limited to (i) 
Taxes, as defined in Section 9.2(K), (ii) interest and principal due on any 
loan secured by Partnership property and on unsecured loans of the 
Partnership, (iii) the total cost of development of the regional shopping 
center or other improvements on the Partnership Tract other than costs paid 
by other Persons or cost of buildings to be located other than on the Joint 
Venture Parcel, and (iv) any cash necessary for the operation of the retail 
shopping center or the Partnership Tract or any other improvements 
constructed thereon. Any such loans made by the Managing Partner or otherwise 
caused to be made to the Partnership may be secured by deeds of trust or 
other security interests in the Partnership Tract, or portions thereof and, 
subject to the provisions of Section 9A.3 hereof, shall bear interest at a 
rate agreed to by Managing Partner, except for loans from Managing Partner or 
Subsidiaries or Parent or Holding Corporations as defined in Section 27.1(C), 
which shall bear interest adjusted on the first of each month to a rate not 
greater than one and one-half percent (1 1/2%) over the Prime Rate of 
interest than being charged by Manufacturers Bank, Los Angeles, California, 
with interest payable monthly and with principal on any loans other than 
loans made by the Managing Partner or Subsidiaries or Parent or Holding 
Corporations payable on such terms as Managing Partner deems appropriate. The 
term "Prime Rate" shall mean the rate of interest charged by said 
Manufacturers Bank to the prime customers of said bank.

                                       7

<PAGE>

          Notwithstanding the foregoing provisions of this Section 7.5, 
Managing Partner shall not be obligated to loan or cause to be loaned any 
amounts to the Partnership unless Associates and its general partners, Harry 
Newman, Jr., and Leroy Brettin, become personally liable for such loans with 
Managing Partner. As between the Partners, Managing Partner shall be liable 
for only fifty percent (50%) of all amounts due on loans to the Partnership 
pursuant to this Section 7.5 and Associates and its general partners shall be 
jointly liable for the remaining fifty percent (50%) of all amounts due on 
loans to the Partnership pursuant to this Section 7.5. Managing Partner shall 
use its best efforts to cause the documentation of all loans to reflect the 
foregoing allocation of liability, but the failure of such loan documentation 
to so provide shall have no effect on the allocation of liability as between 
the Partners and Associates' general partners.

          If any such loan requires Associates or its general partners to pay 
a higher rate of interest than charged to Managing Partner, then Managing 
Partner shall pay one-half (1/2) of the interest in excess of the amount so 
charged to Managing Partner.

          Notwithstanding the foregoing provisions of clause (iii) in this 
Section 7.5, the Managing Partner shall loan or cause to be loaned to the 
Partnership sufficient funds to pay the amounts due and payable according to 
the provisions of Exhibit 1, which Associates represents to contain an 
accurate and complete accounting of all amounts due as of the date of the 
execution of this JVA for any and all work, services, materials or other 
costs incurred in connection with previous efforts to develop the Partnership 
Tract, or any part thereof.

          Section 7.6  The Managing Partner shall use its best efforts to 
obtain a Permanent Loan, as hereinafter defined, for 

                                       8

<PAGE>

the regional shopping center. A Permanent Loan shall be a loan from any bank, 
savings and loan institution, savings bank, real estate investment trust, 
insurance company, credit union or pension fund, payable in equal monthly 
installments of principal and interest over such period of time as Managing 
Partner deems appropriate, upon which neither Partner, directly or indirectly, 
shall have any personal liability and the sole recourse for which in the 
event of default or foreclosure shall be the foreclosure of the security for 
such loan. Subject to the provisions of Section 9A.3 hereof the Permanent 
Loan shall be at such rate of interest and for such principal amount as 
Managing Partner deems appropriate. At any time after the Managing Partner 
secures such Permanent Loan, Managing Partner may obtain a new loan ("New 
Permanent Loan") which shall satisfy all of the requirements of a Permanent 
Loan in an amount necessary to pay off the existing Permanent Loan and the 
Managing Partner shall distribute any excess proceeds of any such Permanent 
Loan or New Permanent Loan as provided herein.

          In the event the proceeds of the Permanent Loan are less than the 
sum of (a) the amount needed to repay all loans made by the Managing Partner 
or otherwise caused to be made to the Partnership pursuant to Section 7.5 
hereof, plus (b) the amount needed for the Operation of the Property, as 
defined in Section 8.1, during the Accounting Period in which the proceeds of 
the Permanent Loan are received, as determined in accordance with 
Section 11.4(B) hereof, Managing Partner shall loan or cause to be loaned to 
the Partnership sufficient funds to make up the difference between the 
proceeds of the Permanent Loan and said sum of (a) and (b) above in the same 
manner as contemplated by Section 7.5 hereof, including security and interest 
rates.


                                       9

<PAGE>

                                    ARTICLE VIII
                           COVENANTS OF MANAGING PARTNER

     Section 8.1  Subject to the provisions of Section 8.2 and Article XIII
hereof, until Termination Date, Managing Partner covenants to use reasonable
efforts:

     (A)  To (i) develop, (ii) improve, and (iii) obtain financing for the
construction of improvements on the Joint Venture Parcel or portions thereof,
and to (i) manage, (ii) lease, (iii) operate, (iv) maintain, and (v) preserve
(including, but not by way of limitation, the obtaining of such public liability
insurance and fire and extended coverage insurance as Managing Partner shall
deem appropriate) the Property, as hereinafter defined, with the Shopping Center
Site being so managed, leased, operated, maintained and preserved as a regional
shopping center (all of which actions are herein sometimes collectively referred
to as "Operation of the Property");

     (B)  To do that which is reasonably necessary or proper to carry out the
purpose of the Partnership, as set forth in Article II; and

     (C)  To exercise its powers herein in good faith and with due consideration
of fairness to the Partnership in the exercise thereof.

     Section 8.2  Unless and until the Partnership shall acquire fee simple
title to the Partnership Tract the provisions of Article VII and Section 8.1
shall not be in effect.

     Section 8.3  The term "Property" as the same is used herein shall have
reference to and shall include (subject to the provisions of Sections 9.2(C) and
(G)): (A) the land comprising the Joint Venture Parcel, (B) all improvements at
any time or from time to time to or upon the Joint Venture Parcel (whether real,
personal and/or mixed), (C) all personal property, tangible or


                                       10

<PAGE>

intangible (whether located on or away from the Joint Venture Parcel), and/or
real property used at any time or from time to time in connection with and/or
acquired in the course of, or incidental to the development of the Joint Venture
Parcel, the construction of improvements thereon or thereto, and/or the
operation, management, maintenance and/or preservation thereof and/or of a
regional shopping center thereon, (D) all rights, privileges, rights of way and
easements, now or hereafter unto the Joint Venture Parcel appurtenant and/or to
the Partnership thereunto belonging, under private and/or public grant or
authority and/or (E) any land or improvements acquired pursuant to
Section 9.2(L), and all references herein to the term "Property" shall be 
deemed to include reference to any part or parts, or portion or portions of 
the Property, as the context may appropriately require, it being understood 
and agreed that reference to "Property" shall be deemed to refer to (i) the 
whole of the Property as respects the maximum extent and scope of the 
authority and powers of the Managing Partner herein and, (ii) any part or 
parts, or portion or portions of the Property as respects the discretionary 
or necessary authority and powers of Managing Partner in acting in respect of 
less than the whole of the Property.


                                       11

<PAGE>

                                     ARTICLE IX
           RIGHTS, POWERS, PRIVILEGES AND IMMUNITIES OF MANAGING PARTNER

     Section 9.1  Except as the powers enumerated in Section 9.2 shall be
qualified, limited or restricted by the express qualifications, limitations or
restrictions respectively provided with respect thereto in Section 9.2, for the
purposes of this JVA and as respects all Person(s), (as that term is defined in
Article XXVII hereof), including the Partnership, Managing Partner shall be
deemed to have, on and from the date hereof and until Termination Date, the
same, maximum, sole and exclusive rights, powers, privileges and immunities with
respect to the Property and the Operation of the Property that any fee absolute
owner(s) of the Property would have, without any authorization, direction or
instruction from or control by Associates, or its sole general partners, or any
one or more of its limited partners, provided, however, without the prior
written consent or subsequent written ratification of Associates, Managing
Partner shall have no power or authority to:

     (A)  Do any act in contravention of this JVA, as the same is now
constituted or as the same may hereafter be amended.

     (B)  Do any act which would make it impossible to carry on the ordinary
business of the Partnership.

     Section 9.2  Without limiting in any way (by reason of enumeration,
qualification or otherwise) the generality of the provisions of Section 9.1,
Managing Partner shall have the following authority and powers (and all
authority and all powers necessary or appropriate or related or incidental to or
implied from the following enumerated powers) with respect to the Property and
for the purposes of Operation of the Property:

     (A)  To enter into and execute and deliver (as the case may appropriately
require), and perform any and all oral and/or


                                       12

<PAGE>

written contracts, agreements and commitments (including all amendments,
modifications and/or supplements thereto): (i) for materials and/or services
(personal or otherwise) for, and/or work with respect to, on-site and/or
off-site development, architectural and/or engineering services, construction
and/or other improvement in respect of the Property and (ii) for and/or in
respect of and/or appropriate to the Operation of the Property, all on such
terms and conditions and for such consideration as Managing Partner shall deem
appropriate; and to perform any and all such contracts, agreements and
commitments, and expend funds and incur obligations in connection therewith.  

     (B) Except as otherwise specifically provided in Article VII, to borrow and
receive from any Person(s) including, but not by way of limitation: 

          (i)       itself (acting in its individual capacity and not as
     Managing Partner) and/or

          (ii)      any Subsidiaries of Managing Partner and/or

          (iii)     any Parent or Holding Corporation of Managing
     Partner and/or

          (iv)      any Subsidiaries of any Parent or Holding Corporation of
     Managing Partner and/or

          (v)       any Parent or Holding Corporation of Managing Partner's
     Parent or Holding Corporation and/or

          (vi)      any Subsidiaries of any Parent or Holding Corporation of
     Managing Partner's Parent or Holding Corporation (which aforesaid
     Subsidiaries or Parent or Holding Corporations now or at any time and from
     time to time hereafter exist) at any time and from time to time such sum or
     sums of money and upon such terms, conditions and rates of interest as
     Managing Partner shall deem appropriate for or in relation to (i) the
     Property, and/or (ii) the Operation of the Property, and/or (iii) the 


                                       13

<PAGE>

refinancing of any indebtedness in respect of the Property and/or (iv) the
performance by Partnership of its obligations, agreements and undertakings under
such contracts, agreements and commitments as may be entered into pursuant to
the provisions of this JVA; and to execute and deliver, as Managing Partner
shall deem appropriate or necessary, with respect to the Property (and
including, but not by way of limitation, the Joint Venture Parcel) any and all
notes or other instruments or evidence of indebtedness and any and all deeds of
trust, mortgages, pledge agreements, instruments of hypothecation or other
security instruments (including, but not by way of limitation, instruments of
secondary encumbrance), and/or any extensions, replacements and/or renewals
thereof, all of which are herein referred to as "Instruments of Indebtedness",
all on such terms and conditions as Managing Partner shall deem appropriate as
security or securities for the payment of such indebtedness (including, but not
by way of limitation, the indebtedness of any tenants, licensees or occupants of
portions of the Property with respect to their respective portion and/or
portions of the Property, provided the tenants, licensees or occupants, as the
case may be, shall execute or cause to be executed by other Persons such written
guaranty or guarantees of the payment of such indebtedness as Managing Partner
shall deem appropriate); provided, however, in the execution of any Instruments
of Indebtedness, Managing Partner shall not be required in any manner whatsoever
to subject itself or Associates to personal liability thereunder (including, but
not by way of limitation, personal liability for any deficiency judgment),
except as specifically provided in Sections 7.5 and 7.6 hereof.

     (C)  (1)  To execute and/or deliver and/or record (and to modify, amend, 
supplement and terminate) any and all leases,


                                       14

<PAGE>

deeds or other agreements for the possession, use or occupancy of any portion or
portions or part or parts of the Property or any other real property, including,
but not by way of limitation, deeds for exchange of property, deeds of
subdivision and/or deeds of resubdivision, leases, subleases and licenses
(herein collectively referred to as "Leases") to such Persons and for such rent
and/or other considerations and under such terms, covenants, conditions and
undertakings as Managing Partner shall deem appropriate; to demand, receive,
collect and hold all the rents or other payments or consideration payable under
Leases; to commence, maintain and prosecute (including appellate proceedings)
all actions or other proceedings deemed by Managing Partner to be appropriate
for the collection of all rents or other payments or consideration payable under
the Leases, or for the enforcement of any other terms, conditions or
undertakings set forth in any Leases; and to defend actions or other
proceedings (including appellate proceedings) and/or to compromise, adjust
and/or arbitrate claims, actions or other proceedings in respect of any Leases.

          (2) Except as otherwise specifically provided in Article VII, in
such cases where Managing Partner shall deem it appropriate (in the exercise of
its sole and absolute discretion) for the Operation of the Property to have at
any time or from time to time Leases providing for single retail department
store facilities on the Joint Venture Parcel, and Managing Partner shall have
determined, in the exercise of a reasonable discretion, that such Leases cannot
be entered into pursuant to a ground lease or a building lease of a portion of
the Joint Venture Parcel on terms acceptable to Managing Partner (as determined
by Managing Partner in the exercise of its sole and absolute discretion), then
Managing Partner may grant to such Person(s) (as will not enter into a Lease
pursuant to a ground lease or a building lease of a portion of the Joint Venture
Parcel on terms acceptable


                                       15

<PAGE>

to Managing Partner), exclusive of any Subsidiaries of May or Managing Partner,
fee title to portions of the land comprising the Joint Venture Parcel, the
size(s) of which said portion(s) of land shall be determined using the formula
set forth in Article VII hereof, provided, however, such fee title grants shall
not be deemed to exclude: (i) the grant to such Persons of additional interests
in the Property, including, but not by way of limitation, such additional
interests as provided for in the following subsection (D); and/or (ii) the
execution with such Person(s) of collateral agreements, as part of such fee
title grants, pertaining to those matters which are the subjects of agreements
with Sears and May in the REA.

     (D)  To grant to any Persons entitled under the Leases such easements,
licenses, rights, privileges or powers in or incidental to the Property,
including any Common Area (as that term is defined in the REA) or parts thereof,
as Managing Partner shall deem appropriate, including, but without limiting the
generality of the foregoing, the grant to any such Persons of the power to
license such Persons' directors, officers, employees, agents, contractors,
invitees, licensees, concessionaires, patrons and clients to use such common
areas.

     (E)  To commence, maintain and prosecute to final judgment or decision, 
and to dismiss, any and all actions or proceedings which Managing Partner 
shall deem appropriate for the establishment, enforcement, preservation or 
maintenance of all rights, privileges, powers or immunities with respect to 
the Property; and to defend actions or other proceedings to final judgment or 
decision and/or compromise, adjust and/or arbitrate claims, actions or other 
proceedings in respect of the Property.

     (F)  To ask, demand, sue for, recover, collect, receive, deposit, hold and
withdraw (and to expend and disburse the proceeds


                                          16
<PAGE>

thereof for any and all purposes of this JVA) each and every sum of money, debt
and account which shall become due, owing or payable in respect of the Operation
of the Property and to use and take any lawful means for the recovery thereof by
legal process or otherwise, and to execute and deliver a satisfaction or release
therefor, together with the right and power to compromise or compound any claim
or demand; and to execute or issue all checks or other non-negotiable
instruments, as Managing Partner shall deem appropriate.

     (G)  To grant or dedicate by deed or otherwise at any time and from time to
time, such interests in fee, easements, rights, rights of way, licenses, or
other interests in the Property, as Managing Partner shall deem appropriate for
street, highway, bridge, tunnel, flood control, public utility or other public
purposes, and to execute and deliver all such deeds, grants or other instruments
to effectuate the same, without consideration or for such consideration as
Managing Partner shall deem appropriate.

     (H)  To file at any time and from time to time such reservations,
restrictions, covenants or conditions with respect to the Property, as Managing
Partner shall deem appropriate, and to make, execute and deliver all such
instruments as Managing Partner shall deem appropriate to effectuate the same.

     (I)  To acquire, develop, construct, manage, operate, preserve and
maintain, as part of the Property, common areas and facilities, as Managing
Partner shall deem appropriate, for the use, convenience, enjoyment, or comfort
of Persons occupying, using, or otherwise coming upon the Property for purposes
connected with its operation or operation of the businesses or conduct of the
profession of Persons entitled under Leases, including, but not by way of
limitation, surface vehicular

                                          17
<PAGE>

parking, subsurface vehicular parking, elevated vehicular parking, service
delivery tunnels, concourses, sidewalks, landscaping, fencing, malls, roadways,
driveways, exterior stairways and rest rooms (adjunctive to common areas).


     (J)  To enter into, execute, acknowledge and record the REA (and all
amendments, modifications and/or supplements thereto) and to perform all the
terms, provisions, conditions and agreements on the part of Partnership to be
performed under the REA (and all amendments, modifications and/or supplements
thereto).

     (K)  (1) To pay or cause to be paid all Taxes (as that term is hereinafter
defined in this subparagraph 1) levied upon, imposed on or assessed to or with
respect to the Property and the Operation of the Property, including, but not by
way of limitation, (i) all general and special real property taxes and
assessments (including improvement district charges and other charges in the
nature of taxes which are not included as part of the general and special real
property taxes), (ii) all personal property taxes, (iii) all sales, use,
transfer and other revenue producing or regulative taxes and (iv) all municipal
or county license taxes (all of the foregoing being herein collectively referred
to as "Taxes"), and any penalties imposed or interest charges in connection
therewith; provided, however, Taxes shall not include income, corporation,
inheritance, devolution, gift or estate taxes which may be charged to or
assessed against either of the Partners or any general or limited Partners of
Associates, as the case may be.

          (2)  To contest, protest or object to the validity and/or the amount
and/or applicability of any Taxes, or any part thereof, or any portion or
portions of any part thereof, as Managing Partner shall deem appropriate.


                                          18
<PAGE>

          (3)  To make and file any statement or report required by or provided
for under law with respect to the determination, equalization, reduction,
payment or contest of any Taxes.

     (L)  To acquire at any time and from time to time (1) for Common Area
purposes in respect to the Operation of the Property, such land or other real
property or interests in the nature of real property and (2) such land and/or
improvements from the City of Vancouver and/or Clark County and/or State of
Washington, as Managing Partner shall deem appropriate, under a deed, lease, 
contract or other instrument of transfer or entitlement, and for such
consideration and under such terms and conditions, as Managing Partner shall
deem appropriate.

     (M)  Subject to the provisions of Section 7.1, to organize and/or sponsor
and/or manage and/or join associations (including associations organized as
corporations) organized and/or operated for purposes of (i) the promotion of
commercial enterprises on the Partnership Tract and other property and/or (ii)
the maintenance operation, control and regulation of the Property and other
property, as Managing Partner shall deem appropriate.

     (N)  To maintain, preserve and improve the Property.

     (0)  To perform such necessary day-to-day transactions with any banking
institution, savings or savings and loan institutions, real estate investment
trust, insurance company or other institutional lender and/or pension or trust
fund, as Managing Partner shall deem appropriate.

     Section 9.3

     (A)  All acts and actions by Managing Partner in respect of the Property
and the Operation of the Property shall be conclusively presumed, in favor of:

     (1)  any lender(s) under the provisions of Section 9.2(B), and


                                          19
<PAGE>

     (2) all other Person(s) interested in the Property or the Operation of the
Property who have incurred liability or parted with value with respect thereto,
to be valid and binding upon the Partnership and to have been done within the
scope of authority of Managing Partner. 

     (B) The powers and authority of Managing Partner herein (including, but 
not by way of limitation, the powers and authority set forth in Sections 9.1 
and 9.2), if, as and when exercised (as Managing Partner shall deem 
appropriate), shall be exercised for and on behalf of the Partnership and in 
the name of the Partnership. The powers of Managing Partner herein may be 
exercised at any time and from time to time until Termination Date in such 
manner that the effectiveness of any such exercise and the legal consequences 
thereof may be for periods within or extending beyond Termination Date, and 
the termination and/or dissolution of the Partnership shall not impair the 
rights of any Person(s) under any instruments or agreements executed by the 
Partnership prior to Termination Date (except where such instrument(s) shall 
provide to the contrary), including, but not by way of limitation, contracts, 
mortgages, deeds, deeds of trust, leases, subleases, licenses, easements 
and/or the REA. The powers and authority of Managing Partner herein may be 
exercised by Managing Partner through such officer and employees of Managing 
Partner and/or Subsidiaries and/or Parent or Holding Corporation of Managing 
Partner or through such agents, subagents and independent contractors, as 
Managing Partner shall deem appropriate, for such reasonable compensation as 
Managing Partner shall deem appropriate.

                                          20
<PAGE>

                                    ARTICLE IX A
              RIGHTS, POWERS, PRIVILEGES AND IMMUNITIES OF ASSOCIATES

     Section 9A.1  Except as may be otherwise expressly provided in this 
Article IX A, Associates shall have no rights, authority or powers in respect 
of the Operation of the Property.

     Section 9A.2  Associates covenants and agrees to promptly and properly
execute and acknowledge, upon the request therefor by Managing Partner, such
additional documents, instruments or statements, as may be submitted to
Associates by Managing Partner, to confirm, explicate or implement the authority
and powers of Managing Partner with respect to the Property and the Operation of
the Property, as may be required by Persons dealing with or interested in the
Property or the Operation of the Property.

     Section 9A.3  The provisions of Section 7.5 regarding temporary financing
shall be subject to the rights of Associates to secure a more favorable interest
rate than that proposed to be secured by Managing Partner, all other terms of
such temporary financing suggested by Associates being at least as favorable as
that proposed to be secured by Managing Partner, and the provisions of Section
7.6 regarding permanent financing shall be subject to the rights of Associates
to secure a more favorable interest rate and/or greater principal amount than
that proposed to be secured by Managing Partner, all other terms of such
permanent financing suggested by Associates being at least as favorable as that
proposed to be secured by Managing Partner. With respect to any New Permanent
Loan, and in addition to the above rights, Associates shall have the right to
approve a decision by Managing Partner to replace an existing Permanent Loan
with a New Permanent Loan, which right of approval shall not be unreasonably
withheld. The rights of Associates as herein set forth shall be exercised within
thirty (30) days following written notification by Managing


                                          21

<PAGE>

Partner to Associates of a proposed borrowing pursuant to Sections 7.5 and 
7.6, respectively.

     Section 9A.4  Neither Associates or the general partners or any of the 
limited partners of Associates shall have any right, power or authority to 
bind or otherwise obligate the Partnership to any contract, agreement or in 
any manner whatsoever without the prior written consent and approval of 
Managing Partner, and Associates and its general partners agree to indemnify 
and hold the Partnership harmless from any claims, liabilities or damages 
resulting from any acts of Associates, or its general or limited partners, 
which are not consented to or approved by Managing Partner.

                                      22
<PAGE>

                                   ARTICLE X

                  LIMITATIONS ON COVENANTS OF MANAGING PARTNER

     Notwithstanding the provisions of ARTICLES VII and VIII, the covenants 
of Managing Partner set forth in ARTICLES VII and VIII shall be subject to 
the following provisions:

     Section 10.1  The determination at any time and from time to time to 
exercise or not to exercise the authority and powers herein of Managing 
Partner and/or vested in Managing Partner by law shall be in the sole and 
absolute discretion of Managing Partner, acting in good faith.

     Section 10.2  The manner and nature of the exercise of the authority and 
powers herein of Managing Partner and/or vested in Managing Partner by law 
shall be in the sole and absolute discretion of Managing Partner, subject to 
the provisions of Section 9A.3 hereof, acting in good faith.

     Section 10.3  Managing Partner shall incur no liability whatsoever to 
Associates, its general partners or any of its limited partners so long as 
Managing Partner (and Persons acting under the provisions of the last 
sentence of Section 9.3(B)) shall have acted, or omitted to act, in good 
faith including, but not by way of limitation, for failure to (i) construct 
and/or operate the Property or (ii) operate the Property at a profit; and 
Associates, its general partners and its limited partners hereby release 
Managing Partner (and all Persons [excepting independent contractors] acting 
under the provisions of the last sentence of Section 9.3(B)) from any and all 
claims, rights, causes or causes of action Associates, its general partners 
and its limited partners or any of them might now or hereafter have arising 
from the manner or nature of Managing Partner's performance of this JVA and 
the exercise or non-exercise of the authority and powers herein of Managing 
Partner and/or vested in 

                                      23
<PAGE>

Managing Partner by law, except for the failure to act, or to omit to act, in 
good faith as provided in the immediately preceding independent clause.

     Nothing contained in the foregoing provisions of this Section 10.3 shall 
be deemed to waive any rights or claims Managing Partner may have or assert, 
on behalf of the Partnership or itself (acting in its individual capacity and 
not as a member of the Partnership), against any of said Persons referred to 
in the foregoing provisions of this Section 10.3.

                                      24
<PAGE>

                                  ARTICLE XI

                             ACCOUNTING PROVISIONS

     Section 11.1  Subject to the approval of the Internal Revenue Service, 
the Partners agree that (i) the fiscal year of the Partnership and (ii) the 
accounting year for the Operation of the Property (herein referred to as the 
"Accounting Period") shall be from January 1st through December 31st of each 
year during the term of the Partnership, provided, however, the first 
Accounting Period shall commence as of the time the provisions of Section 8.1 
hereof shall become effective (subject to Section 8.2 hereof) and end on the 
succeeding December 31st and the last Accounting Period shall commence on 
January 1st in the year in which the Partnership terminates and end on 
Termination Date.

     Section 11.2  In addition to amounts payable to Managing Partner 
pursuant to Section 11.3, Managing Partner shall be entitled to the following 
fees for services rendered to the Partnership without reference to the income 
of the Partnership, which shall constitute a guaranteed payment as that term 
is defined in Internal Revenue Code Section 707(c):

          (A)  Managing Partner shall be entitled to prompt reimbursement 
     from the Partnership of a pro rata share of non-direct costs and 
     expenses allocated to the Partnership for the same non-direct costs and 
     expenses and on the same basis as such non-direct costs and expenses are 
     allocated by Managing Partner and its Parent or Holding Corporations to 
     other shopping centers, provided, however, for each Accounting Period 
     such reimbursement from the Partnership, net of recovery from Occupants, 
     as that term is defined in the REA, shall not exceed four percent (4%) of 
     the gross annual minimum and percentage rents (determined on the accrual 
     basis) for such Accounting Period; and

                                      25


<PAGE>

          (B) Managing Partner shall be entitled to receive a fee for providing
     the interim financing referred to in Section 7.5 hereof, if such interim
     financing is provided by Managing Partner or its Parent or Holding
     Corporations, said fee to be one and one-half percent (1-1/2%) of the
     interim financing monies that are made available to the Partnership,
     payable as and when such interim financing monies are made available to the
     Partnership.

     Associates shall be entitled to no fees or payments pursuant to this JVA,
except as provided in Section 11.3 hereof.


                                         25a

<PAGE>

     Section 11.3 (A)   The net profits or net losses of the Partnership
(herein referred to as Partnership Net Profits or Partnership Net Losses, as the
case may be) for each Accounting Period shall be allocated in the following
percentages:

     May Centers, Inc.        50%
     Vancouver Associates     50%

No distribution shall be made of Partnership Net Profits, except as and to the
extent provided in Section 11.4 hereof.

                    (B)  The Partnership Net Profits or the Partnership Net
Losses, as the case may be, shall be determined in accordance with generally
accepted accounting principles consistently applied.

     Section 11.4

     (A)  Except as provided in the following subsection (B), the Managing
Partner shall distribute to the Partners (i) the Partnership Net Profits and
(ii) any other funds of the Partnership not constituting Partnership Net Profits
in the proportions set forth in 11.3(A) hereof as soon after the end of each
Accounting Period as the amount thereof reasonably can be determined, provided,
however, Managing Partner may make quarterly distributions to the Partners on
the basis of estimates of amounts due for an Accounting Period.

     (B)  For each Accounting Period, Managing Partner may (as it shall deem
appropriate) set aside such amounts of money from funds of the Partnership
(including, but not by way of limitation, Partnership Net Profits) as it shall
deem necessary to retain in order to distribute or pay amounts specified in
Section 11.5 hereof or to meet estimated payments and expenditures required in
respect of the Operation of the Property for succeeding Accounting Period(s) and
prior Accounting Periods, in excess of the current anticipated receipts of the
Partnership for such succeeding

                                          26

<PAGE>

Accounting Period(s), such amounts so retained for each respective Accounting
Period being herein referred to without distinction as "Retentions"; provided,
however, the Retentions for any respective Accounting Period shall be restricted
in amount so as not to reduce the amount of distributions to Partners below the
amount of the Partnership Net Profits, except to the extent necessary, as
determined by Managing Partner, to:

          (1)  make adequate provision for payment of debts of the 
Partnership incurred in the ordinary course of business and not payable in 
installments;

          (2)  make adequate provision for payment of the principal and 
interest on debts of the Partnership payable in installments;

          (3)  not render the Partnership insolvent at any time (insolvency
being defined, for the purposes of this clause (3), as the inability of the
Partnership to meet its obligations as they mature in the ordinary course of the
Partnership business); and

          (4)  pay Managing Partner the amounts due it pursuant to the
provisions of Section 11.5 hereof, provided, however, this clause (4) shall be
subject and subordinate to each of the foregoing clauses numbered (1), (2) and
(3).

     Section 11.5  In addition to other amounts properly payable to Managing
Partner pursuant to this JVA, the Managing Partner shall be entitled to receive:

     (A)  out of the first funds available other than interim financing, the
Partnership shall distribute cash to Managing Partner in one or more payments of
an aggregate amount of Four Hundred Eighty Thousand Dollars ($480,000) provided,
however, to the extent the amount required to be paid to Managing Partner
pursuant to this Section 11.5(A) is not paid, such unpaid amount shall be due to
Managing Partner with interest after the date of


                                          27
<PAGE>

the opening of fifty percent (50%) of the Floor Area of the Mall Stores at the
same rate of interest as specified in Section 7.5 hereof; and

     (B)  if Managing Partner has loaned funds to the Partnership pursuant to
the provisions of Section 7.6 hereof, the Partnership shall repay Managing
Partner the sum of the principal amount of such loan plus interest at the same
rate as specified in Section 7.5 hereof, provided, however, payments by the
Partnership to Managing Partner pursuant to this Section 11.5(B) shall be
limited by the following:

          (1)  If Operating Cash Flow, as hereinafter defined in Section 11.9,
is in excess of Four Hundred Thousand Dollars ($400,000), sixty percent (60%)
of such Operating Cash Flow shall be so paid to Managing Partner and the balance
of the Operating Cash Flow shall be distributed to the Partners in accordance
with the percentages set forth in Section 11.3 hereof; and

          (2)  If Operating Cash Flow is Four Hundred Thousand Dollars
($400,000) or less, eighty percent (80%) of such Operating Cash Flow shall be so
paid to Managing Partner and the balance of the Operating Cash Flow shall be
distributed to the Partners in accordance with the percentages set forth in
Section 11.3 hereof; provided, however, amounts paid to Managing Partner
pursuant to this Section 11.5(B) shall first be considered as payment of
interest, as aforesaid, and any balance of any payment so made shall be
considered as a payment of the principal amount loaned to the Partnership by
Managing Partner pursuant to Section 7.6 hereof.

     Section 11.6  For each Accounting Period, Managing Partner shall prepare 
or shall cause to be prepared statements, in accordance with generally 
accepted accounting principles consistently applied, of the financial 
position of the Partnership and Partnership Net Profits, or Partnership Net 
Losses, as the case may be, and of

                                          28
<PAGE>

any other funds of Partnership (not derived from earnings) received during such
respective Accounting Period. Said statements shall be prepared within a
reasonable time after the close of the immediately preceding Accounting Period
and shall be transmitted to Associates within a reasonable time after the
preparation thereof. Similar statements shall be prepared for each quarter of an
Accounting Period and transmitted to Associates within a reasonable time after
the preparation thereof. Upon request of Associates, Managing Partner shall
prepare a statement showing the revenues and expenses of the Partnership during
the calendar month prior to the date of such request by Associates and transmit
the same to Associates within a reasonable time after the preparation thereof.

     Section 11.7  Proper and complete books of account in respect of the
Operation of the Property shall be kept at such place as Managing Partner shall
determine from time to time (Managing Partner to notify Associates of the
address of such place), and shall be open to inspection by Associates or its
duly authorized representatives at any reasonable time during normal business
hours, subject to the provisions of the following sentence. The said books of
account shall be maintained by General Partner for a period of three (3) years
after the end of the respective Accounting Period as to which they appertain or
such longer period as may be deemed necessary by Managing Partner. The said
books and records of account as at the close of each Accounting Period shall be
examined at the cost of the Partnership by an independent certified public
accountant, selected by Managing Partner, who shall make a report thereon.
Managing Partner shall submit a true copy of such report to Associates within
sixty (60) days after receipt thereof from such independent certified public
accountant. If Associates shall fail to object to any respective


                                          29
<PAGE>

report within one hundred eighty (180) days after the receipt thereof, then such
report shall be conclusively deemed true and correct for all purposes of this
JVA.

     Section 11.8  With respect to the federal and state income tax returns
required of the Partnership, Managing Partner shall prepare the same or cause
the same to be prepared at the expense of the Partnership and all decisions with
respect to the income and expenses to be shown on said tax returns shall be
decided by the Managing Partner, provided, however, depreciation shall be
calculated, subject to the provisions of the Internal Revenue Code, on a
composite basis with accelerated depreciation for any Property of the
Partnership for the optimum period of time applicable to each composite group
and straight line depreciation thereafter, so as to maximize depreciation in
every year. Subject to the provisions of the Internal Revenue Code, investment
credit shall be divided between the Partners in accordance with the percentages
set forth in Section 11.3 hereof.

     Section 11.9  As used herein, the term "Operating Cash Flow" shall mean 
the amount of Partnership Net Profits or Partnership Net Losses for an 
Accounting Period as adjusted by non-cash items in accordance with generally 
accepted accounting principles consistently applied, less the Retentions set 
aside pursuant to Section 11.4 hereof.

                                          30
<PAGE>

                                  ARTICLE XII
                           RESTRICTIONS ON TRANSFER

     Section 12.1   No Partner shall mortgage, pledge, sell, assign, 
hypothecate or otherwise encumber, transfer or permit to be transferred in 
any manner or by any means whatever, whether voluntarily or by operation of 
law, all or any part of its interest in the Partnership, except as herein 
provided: 

     (a)  No Partner shall mortgage, pledge, sell, assign, hypothecate or
otherwise encumber, transfer or permit to be transferred in any manner or by any
means whatever, whether voluntarily or by operation of law, all or any part of
its interest in the Partnership after execution of this JVA but prior to the
earlier of August 1, 1985 or the date that 200,000 square feet of Floor Area of
Mall Stores are open to the public.

     (b)  Following the first to occur of July 31, 1985 or the date that 200,000
square feet of Floor Area of Mall Stores are open to the public, no Partner
shall mortgage, pledge, sell, assign, hypothecate or otherwise encumber,
transfer or permit to be transferred in any manner or by any means whatever,
voluntarily or by operation of law, all or any part of its interest in the
Partnership, except as otherwise expressly provided in this Article XII. Either
Partner may, following the first to occur of July 31, 1985 or the date that
200,000 square feet of Floor Area of Mall Stores are open to the public, sell,
assign or otherwise transfer all (but no fractional part, subject to the last
paragraph of this Section 12.1(b)) of its interest in the Partnership, provided
that any such assignee or transferee shall take such interest subject to the
terms, provisions and conditions of this JVA and shall acknowledge his or its
acceptance of this JVA by executing and delivering to the other Partner an
instrument in form satisfactory to the other Partner, whereby he or it assumes
and agrees to be bound by all the terms, provisions and conditions hereof and to
become a Partner for all purposes hereof; provided,


                                          31
<PAGE>

however, that any Partner so desiring to sell, assign or transfer its interest
in the Partnership (hereinafter referred to in this Section 12.1(b) as "Seller")
may do so only after complying with the following requirements and subject only
to the rights and option herein contained: (i) Seller shall give written notice
to the other Partner of its intention to sell, assign or transfer its interest,
and shall accompany said notice with a true copy of a written offer executed by
a bona fide prospective purchaser (hereinafter referred to in this Section
12.1(b) as "Purchaser") containing all of the terms and conditions of such
offer, which must be consistent with the last paragraph of this Section 12.1(b);
and (ii) the remaining Partner shall then have the option to purchase the
interest so offered for sale upon the same terms and conditions as are set forth
in said written offer.

     If the consideration to be paid pursuant to such written offer is to be
paid wholly in cash, and the remaining Partner desires to effectively exercise
such option, the remaining Partner must give written notice of the exercise of
the option to Seller within sixty (60) days after receipt of the above-mentioned
notice from Seller. If the consideration to be paid pursuant to such written
offer is not wholly to be paid in cash, the price to be paid by the remaining
Partner for such interest shall be equal to (i) the amount of any cash to be
paid pursuant to such written offer, plus (ii) the appraised value of the
non-cash consideration to be paid pursuant to such written offer as determined
by three arbitrators appointed and acting in the manner set forth for the
appointment and conduct of arbitrators in Article XVII hereof, except that each
of such arbitrators shall be professionally qualified with respect to the
appraisal of such non-cash consideration. A copy of the arbitrators'
determination of the value of the non-cash consideration shall be furnished to
each Partner,


                                          32
<PAGE>

and if the remaining Partner desires to effectively exercise such option, the
remaining Partner must give written notice of the exercise of the option to
Seller within thirty (30) days after receipt of such arbitrators' determination.

     If the remaining Partner exercises the option herein granted, as a
condition of this option, the purchase of Seller's interest shall take place at
a time, place and date (within six (6) months after exercise of the option)
specified by notice by the remaining Partner within thirty (30) days after
exercise of the option.

     If the foregoing option is not exercised, then and in that event Seller
may, within one hundred twenty (120) days following the last day upon which the
remaining Partner could have exercised its option, sell, assign or transfer to
Purchaser its interest in the Partnership, subject to the last paragraph of this
Section 12.1(b), provided that such sale to Purchaser is made strictly in
accordance with the terms and conditions of such written offer, which written
offer must be consistent with the last paragraph of this Section 12.1(b), and
such Purchaser assumes and agrees to be bound by all the terms, provisions and
conditions of this JVA, as aforesaid. If such sale, assignment or transfer to
Purchaser is not completed within such one hundred twenty (120) day period,
except as provided in the last paragraph of this Section 12.1(b), the option in
favor of the remaining Partner contained in this Section 12.1(b) shall be
reinstated.

     The Partners agree not to sell, assign or transfer fifty percent (50%) or
more interest in the Partnership in any twelve (12) calendar month period
pursuant to this Section 12.1(b) and, should one Partner give the notice of
intention to sell, assign or transfer hereinabove referred to, the other Partner
shall have no right to sell, assign or transfer its interest in the Partnership
pursuant to this Section 12.1(b) until the expiration of


                                          33
<PAGE>

twelve (12) calendar months after the sale, assignment or transfer contemplated
by such notice of intention (except to the extent that sales, assignments or
transfers by both Partners would aggregate less than fifty percent (50%)
interest in the Partnership), unless the sale, assignment or transfer
contemplated by the notice of intention is not made within the one hundred
twenty (120) day period referred to in the immediately preceding paragraph 
hereof. In the event that a Partner owns a fifty percent (50%) or more interest
in the Partnership, the offer of the Purchaser shall provide for a sale,
assignment or transfer of forty-nine percent (49%) within said one hundred
twenty (120) day period and a sale, assignment or transfer of the balance of the
interest of the Seller after the expiration of twelve (12) months thereafter.

      (c) Either Partner may, following July 31, 1985, withdraw from the 
Partnership by giving notice of such intention to withdraw to the other 
Partner, provided, however, that any Partner so desiring to withdraw from the 
Partnership (hereinafter referred to in this Section 12.1(c) as "Offeror") 
may do so only after complying with the following requirements and subject 
only to the rights and option herein contained: (i) Offeror shall give 
written notice to the other Partner ("Offeree") of its intention to withdraw, 
and shall accompany said notice with an offer in writing ("Offer") stating 
the cash purchase price at which the Offeror is willing to purchase an 
undivided 100% interest in the Property as of the date of the Offer, subject 
to which mortgages, deeds of trust and other liens the Property is being 
conveyed and which are listed in the Offer; and (ii) the Offeree shall then 
be obligated, subject to the provisions of this Section 12.1(c), either to:

          (1) purchase the Offeror's interest in the Property for cash at a
     price equal to the 100% price referred to


                                          34
<PAGE>

     above multiplied by the percentage specified for the Offeror in Section
     11.3 hereof; or

          (2)  sell to the Offeror the interest of the Offeree in the Property
     for cash at a price equal to the 100% price referred to above multiplied by
     the percentage specified for the Offeree in Section 11.3 hereof.

The Offeree must give written notice of its election to the Offeror  within
sixty (60) days after receipt of the Offer, which notice shall, if the Offeree
elects to purchase pursuant to subparagraph (1) above, specify the place, time
and date within six (6) months after said notice for the closing, provided,
however, that the failure of the Offeree to give OfferOr notice that the Offeree
has elected under subparagraph (1) above shall  be conclusively deemed to be an
election under subparagraph (2) above.

     If, following an election by the Offeree to purchase, the Offeree is not 
ready and willing to consummate the purchase in accord with this Section 
12.1(c), the Offeree shall be deemed to be in default and the Offeror, in 
addition to all other rights and remedies available at law or in equity 
against the Offeree, shall have the right to purchase the interest of the 
Offeree in the property pursuant to subparagraph (2). 
 
     At the closing of any sale of the Property pursuant to this Section
12.1(c), the purchasing Partner shall by a legally enforceable agreement assume
the payment of, and indemnify and hold the selling Partner harmless from, any
indebtedness of the Partnership for which the Partners have personal liability,
including without limitation any lien on the Property set forth in the Offer to
which the Partners have personal liability.

     If, at the time of the purchase of the Property, such Property is subject
to an encumbrance, other than an encumbrance listed in 


                                          35
<PAGE>

the Offer, the purchasing Partner shall discharge such encumbrance and reduce
the amount of the purchase price by the amount of money required to discharge
such encumbrance. If, at the time of the purchase of the Property, the purchase
price is less than the amount of all the encumbrances on the Property, whether
listed in the Offer or not, purchaser may, at its option, cancel the purchase or
conclude the transaction on terms acceptable to purchaser, the seller and the
holder of the encumbrance or holders of the encumbrances. In the event the
purchase is cancelled by the purchaser, the terms of this JVA shall remain in
effect and continue to be binding on the Partners.

     The closing of any sale of the Property pursuant to this Section 12.1(c)
shall take place at the time, place and date specified by Offeree in its
election to purchase or, if Offeror is to purchase the Property, Offeror shall
give a notice to Offeree within sixty (60) days after it is determined hereunder
that Offeror is to purchase the Property, which notice shall specify the place,
time and date within six (6) months after said notice for the closing. The
instruments and documents to be exchanged at the closing shall, in the
reasonable opinion of counsel for the purchasing Partner, be legally sufficient
to convey to the purchasing Partner the Property free and clear of all liens,
claims and encumbrances, except the liens, claims and encumbrances listed in the
Offer as being those liens, claims and encumbrances subject to which the
Property is being sold.

     (d)  Notwithstanding the limitations contained in this Article XII,
Managing Partner may at any time sell, assign or otherwise transfer its interest
in the Partnership or part thereof to a corporation which is the parent or an
affiliate of Managing Partner or to a corporation which is controlled by said
Managing Partner, provided that (i) such corporation shall have a


                                          36
<PAGE>

minimum net worth of One Million Dollars ($1,000,000.00), including the value of
its participation in the Partnership, and (ii) such corporation shall take such
interest subject to the terms, provisions and conditions of this JVA and shall
acknowledge its acceptance of this JVA by executing and delivering to the other
Partner an instrument, in form reasonably satisfactory to the other Partner,
whereby it assumes and agrees to be bound by all the terms and conditions hereof
and to become Managing Partner for all purposes hereof.

     (e)  No transfer of any interest, whether or not permitted by this 
Article XII, shall be deemed to terminate the Partnership, but (i) if 
Associates makes an assignment for the benefit of creditors, or applies for 
the appointment of a trustee, liquidator or receiver of any substantial part 
of its assets, or commences any proceeding relating to itself under any 
bankruptcy, reorganization, arrangement or similar law; or (ii) if any such 
application is filed or proceeding is commenced against Associates and 
Associates indicates its consent thereto, or an order is entered appointing 
any such trustee, liquidator or receiver or approving a petition in any such 
proceedings and such order remains in effect for more than sixty (60) days; 
or (iii) if Harry Newman, Jr. dies and Associates does not provide the waiver 
referred to in the last sentence of this Section 12.1(e); or (iv) if Harry 
Newman, Jr. is adjudged incompetent and Associates does not provide the 
waiver referred to in the last sentence of this Section 12.1(e); or (v) if 
Associates is dissolved or its existence is terminated by operation of law or 
otherwise, including without limitation as a result of the death or 
incompetency of a general partner; then and in any such event, Managing 
Partner shall have the exclusive right and option, exercisable by written 
notice given not later than sixty (60) days after receipt by Managing Partner 
of written 


                                          37
<PAGE>

notice (hereinafter referred to as "Notice of Event") of the event giving rise
to the option (but such receipt of Notice of Event shall not be deemed a
condition precedent to exercise by Managing Partner of the option hereby granted
it) to purchase the interest of Associates at a price equal to the net fair
market value of the Partnership determined as provided in Article XVII hereof
multiplied by the percentage specified for Associates in Section 11.3 hereof. A
copy of the arbitrators' determination of net fair market value made pursuant to
the provisions of Article XVII hereof shall be furnished to each Partner, and,
if Managing Partner has exercised its option to purchase pursuant to this
Section 12.1(e), Managing Partner may rescind its exercise of such option by
notice to the other Partner or its representative within thirty (30) days of its
receipt of such arbitrators' determination. In the event of a sale under this
Section 12.1(e), the transaction shall be consummated at a time, place and date
(within six (6) months after receipt of such arbitrators' determination)
specified by notice by Managing Partner within thirty (30) days after receipt 
of such arbitrators' determination. In the event of the death or incompetency 
of Harry Newman, Jr., if Associates within thirty (30) days after written 
request of Managing Partner agrees to waive and renounce in writing and in a 
form reasonably satisfactory to counsel for Managing Partner any and all 
rights herein granted to Associates (other than the rights to receive 
payments pursuant to Section 11.3 and Article XIV) including without 
limitation the rights to consult with, approve or otherwise control, directly 
or indirectly, the actions or rights of Managing partner and the rights, 
powers, privileges and immunities of Associates as set forth in Article IX-A 
hereof, Managing Partner shall not have the option that would be otherwise 
granted pursuant to clause (iii) or (iv) above, as the case may be.


                                       38
<PAGE>

     (f)  Neither the Partnership nor any Partner shall be required to recognize
as a Partner the transferee of any interest, not made pursuant to the terms
hereof, or the guardian of an incompetent or the representative in probate of
any estate as a Partner, and the sole right of any such transferee, guardian or
representative shall be to receive from the Partnership any distributions to
which the assignor of such interest, or the incompetent or deceased Partner
would have been entitled but for such sale or transfer, or but for such
incompetency or death of a Partner, as the case may be, subject to reduction by
reason of any exercise of any option contained in this Article XII.
Notwithstanding the foregoing, the Partnership and Managing Partner shall
recognize for all purposes hereunder any transferee, guardian or representative
in probate who is a transferee pursuant to a transfer permitted by this Article
XII, provided that any successor to the guardian or representative in probate
shall have no authority to act hereunder unless and until such authority is
established to the reasonable satisfaction of Managing Partner, and no such
guardian or representative shall have any authority to act with respect to any
matter as to which such guardian or representative would be required to obtain
the approval of any court.

     (g)  Any Partner who makes a sale or assignment in accordance with the
provisions of Sections 12.1(b), 12.1(c), 12.1(d), or 12.1(e) hereof shall be
released from any and all obligations and liability hereunder except for
obligations, liabilities, duties and rights arising before such sale or
assignment which have not been determined or ascertained as of the date of such
sale or assignment and for rights or remedies which a non-defaulting Partner may
have against a defaulting Partner in law or equity.


                                       39
<PAGE>

     (h)  The restrictions upon transfer contained in this Article XII shall not
be applicable to a sale, assignment or other transfer of Managing Partner's
interest in the Partnership to any corporation with whom Managing Partner may
become merged or consolidated, or to whom Managing Partner may sell, assign or
transfer substantially all of its assets, or who may succeed to substantially 
all of the assets of Managing Partner by reason of any manner of reincorporation
or reorganization (except under the provisions of any Bankruptcy Act), and the
corporation resulting from such merger, consolidation, reorganization or
reincorporation shall thereupon become Managing Partner hereunder, provided that
any such transferee shall take such interest subject to the terms, provisions
and conditions of this JVA and shall acknowledge its acceptance of this JVA by
executing and delivering to Associates an instrument whereby such transferee
assumes and agrees to be bound by all of the terms and conditions hereof,
whereupon Managing Partner shall be released from any and all liability
hereunder.

     (i)  The restrictions upon transfer contained in this Article XII shall 
not be applicable to the admission of additional limited partner(s) by 
Associates or the withdrawal of limited partner(s) provided that (i) the 
total number of limited partners of Associates does not at any time exceed 
ten (10) in number, (ii) such admission or withdrawal of limited partner(s) 
does not result in or cause a dissolution of, or the termination of the 
existence of, Associates by operation of law or otherwise, and (iii) other 
than to provide for the admission or withdrawal of limited partner(s), the 
Limited Partnership Agreement of Vancouver Associates will not be modified, 
changed or amended in any manner whatsoever, except that there may be 
amendments of the portions of the Limited Partnership Agreement of Vancouver 
Associates concerning distributions to limited partners of profits and 
amounts due on dissolution and accounting provisions effecting the limited 
partners of Associates 


                                       40

<PAGE>

with the approval of Managing Partner, which approval may not be unreasonably
withheld.

     Associates agrees that the Limited Partnership Agreement of Vancouver
Associates will not be amended in any way, except as specifically provided in
this Section 12.1(i) and further agrees and represents that the Certificate
attached to this JVA as Exhibit 3 is true and correct and shall not be changed,
modified or withdrawn in any way without the approval of Managing Partner, in
the sole and absolute discretion of Managing Partner.

     (j)  No Partner shall mortgage, pledge, hypothecate or otherwise encumber
its interest in the Partnership without the consent of the other Partner in its
sole and absolute discretion. A Partner may not withdraw, retire or resign as a
Partner nor may any person be admitted as a Partner without the approval of the
other Partner, except as specifically permitted by this Article XII or in
Article XV.

     (k)  All restrictions on transfer and the options contained in this Article
XII shall survive the termination of this JVA and shall continue to be binding
upon the Parties hereto and the heirs, executors, administrators, successors and
assigns of the respective Parties, as the case may be, so long as they shall
hold title to the Property.


                                       40

<PAGE>

                                      ARTICLE XIII
                                          
                                      FORCE MAJEURE

     Notwithstanding anything contained in this JVA, Managing Partner shall be
excused from performing any obligation or undertaking provided in this JVA, and
any delay in the performance of any obligation under this JVA shall be excused,
in the event and/or so long as the performance of such obligation is prevented,
delayed, retarded, hindered or prohibited by Act of God, fire, earthquake,
flood, explosion, actions of the elements, war, invasion, insurrection, riot,
mob violence, sabotage, malicious mischief, inability to procure, or
unavailability of, or general shortage of labor, equipment, facilities,
materials or supplies in the open market, failure of transportation, strikes,
lockouts, action of labor unions or trade organizations, condemnation or
agreement by Managing Partner in lieu thereof, pending litigation or appeal
thereof or therefrom, requisition, laws, orders, statutes, ordinances,
directives, regulations or other proscription of any government authority
whatever, whether civil, military, naval, environmental, municipal, state or
federal authority, or any commission, board or agency of the same, having
jurisdiction over the premises, or any other cause, whether similar or
dissimilar to the foregoing, not within the reasonable control of Managing
Partner. Nothing contained in the foregoing provisions of this Article XIII
shall be deemed to derogate or be construed as derogating from the rights,
powers, privileges, immunities and/or discretion of Managing Partner as provided
herein.


                                       41
<PAGE>

                                  ARTICLE XIV

                          DISSOLUTION AND LIQUIDATION

     Section 14.1  Dissolution of the Partnership shall occur only on 
Termination Date. On dissolution of the Partnership, Managing Partner (except 
in the case where Termination Date shall occur as a result of the Bankruptcy 
of Managing Partner or pursuant to Section 5.2(iv), in which case Managing 
Partner shall have no right or power to wind up the Partnership affairs, and 
in which event Associates shall designate a bank or trust company to act for 
the Partnership in winding up the Partnership affairs) shall have full and 
exclusive authority and power to proceed to the liquidation of the Property 
and wind up the Partnership affairs in accordance with the applicable laws of 
the State of Washington and the terms of this JVA.

     Section 14.2  The proceeds of liquidation and other assets of the 
Partnership shall be applied and distributed in the following manner in the 
order of priority and to the extent funds and other assets shall be available 
therefor:

     (A)  All liabilities and obligations to creditors (except as respects
Instruments of Indebtedness secured exclusively by liens or encumbrances on the
Property [except any portions thereof constituting personal property]) and all
amounts due Managing Partner pursuant to Section 11.5(B) shall be paid.

     (B)  Amounts due Managing Partner pursuant to Section 11.5(A) shall be paid
to the extent not previously paid.

     (C)  For the last Accounting Period and for previous Accounting Periods 
(if not theretofore distributed), the amounts due Managing Partner pursuant 
to Section 11.2 shall be paid.

     (D)  Amounts due Partners for the last Accounting Period pursuant to
Section 11.4 shall be paid.

     (E)  The respective amounts of the Capital Account of the Partners shall be
paid to the Partners.

<PAGE>

     (F)  The remaining cash and other assets of Partnership, if any, shall be
distributed in kind, subject to any Instruments of Indebtedness, lien or
encumbrance on the Property (except any portions thereof constituting personal
property), to the Partners in accordance with the percentage specified for the
Partners in Section 11.3 hereof.

     Section 14.3  If the assets of the Partnership on dissolution consist of
cash and non-cash assets, the cash shall first be used to make distributions in
the required order of priority until exhausted and then the non-cash assets
shall be distributed in the remaining priorities. Assets of the Partnership may
be distributed in kind on the basis of the then fair market value thereof as
determined by Managing Partner, provided, however, if Associates disapproves
such determination by Managing Partner within thirty (30) days after notice of
such determination is given to Associates, said fair market value shall be
determined by an independent appraiser of the American Institute of Real Estate
Appraisers appointed by the American Arbitration Association. If assets are
distributed in kind to more than one Partner, they shall be distributed to the
Partners as tenants in common.

                                       43
<PAGE>

                                  ARTICLE XV

                            SUCCESSORS AND ASSIGNS

     Section 15.1  Subject to the provisions of Article XII and Section 15.2, 
this JVA shall be binding upon and inure to the benefit of the heirs, 
representatives, administrators, executors, successors and assigns of the 
respective Partners hereto, and all references to Managing Partner or 
Associates, as the case may be, shall be deemed a reference to their 
respective heirs, representatives, administrators, executors, successors or 
assigns, from time to time (as the applicable case may be, and as the actual 
situation may require); provided, however, the foregoing provisions of this 
Article XV shall not be construed as consent by the Partners to, or 
empowerment by this JVA of, an assignee or successor of or through a Partner 
other than as permitted by Article XII and Section 15.2. In the event that 
any sale, assignment or other transfer of any Partner's interest in the 
Partnership is made pursuant to this JVA, the Partner so selling, assigning 
or otherwise transferring its interest shall inform the remaining Partner of 
such transfer in writing within fifteen (15) days after the completion of the 
transaction giving rise to such transfer. Such notice shall be signed by both 
the transferor and the transferee and shall set forth the proportion of such 
Partner's interest so transferred and the proportion of such Partner's 
interest, if any, retained by such Partner. Following the receipt by the 
remaining Partner of such notice the books and records of the Partnership 
shall be adjusted accordingly.

     Section 15.2  Apart from and independent of that which is provided for in
the provisions of Article XII, from and after twenty (20) years from the date
hereof, Managing Partner, upon forty-five (45) days' notice to Associates, may
substitute for itself any other Person as Managing Partner (and assign to

                                       44
<PAGE>

such Person all its rights and interest hereunder, subject to the provisions of
the last paragraph of Section 12.1(b) hereof), provided that such Person shall
have, on the effective date of substitution, a net worth of not less than One
Million Dollars ($1,000,000); and effective upon the date of such substitution,
Managing Partner shall thereupon be released from all liability and obligation
hereunder arising thereafter.


                                       45
<PAGE>

                                    ARTICLE XVI

                      OTHER ENTERPRISES OF MANAGING PARTNER

     Associates acknowledges that is has fully knowledge and understanding (and 
agrees to be conclusively bound in respect thereof) that Managing Partner and 
its respective Parent, Holding Corporation, Subsidiaries or other Persons 
related to or affiliated with, now or hereafter formed (and all respective 
successors or assigns), will be involved and interested, as sole or joint 
owner, lessee, partner of a general or limited partnership or other form of 
juridical entity or business association, through their officers, agents, 
employees or contractors, now and hereafter, in the development, 
construction, operation, maintenance, management and/or preservation of 
department stores and/or shopping centers, or other developments, which such 
actions may now or hereafter be in substantial conflict or competition, 
directly or indirectly, with the Operation of the Property, and that such 
officers, agents, employees or contractors, acting in respect of and for such 
department stores and/or shopping centers, may have conflicting loyalties 
with respect to any actions taken or omitted to be taken by them in respect 
of the Operation of the Property. Associates agreeing to be conclusively 
bound herewith:

     (A)  Consents to the foregoing, and

     (B)  Stipulates that in respect of any and all actions, described 
aforesaid, Managing Partner shall not be deemed in any respect or in any 
manner to have violated any terms or provisions of this JVA or its fiduciary 
duty herein, or to have diverted any business opportunity of the Partnership 
or Associates.

                                     46

<PAGE>

                               ARTICLE XVII

                                ARBITRATION

     Section 17.1   In every case where this JVA provides for or permits the 
resolution of a dispute or controversy by arbitration and in the case of any 
determination of value pursuant to the provisions of Article XII, such 
dispute, controversy or determination of value shall be resolved by 
arbitration under this Article. However, nothing herein requires arbitration 
of any dispute arising under this JVA for which injunctive relief is sought 
by a Partner.

     Section 17.2   If the Partners are unable to reach an agreement with 
respect to any such dispute, controversy or determination of value, it is 
agreed and understood that, if such agreement shall not be arrived at within 
thirty (30) days after written notice that such dispute or controversy 
exists, or such determination of value is needed, then either Managing 
Partner or Associates shall have the right at any time after the expiration 
of such thirty (30) day period to require the same to be submitted to 
arbitration as herein provided by giving notice thereof to the other Partner.

     Section 17.3   On the election of either the Managing Partner or 
Associates to arbitrate any dispute, controversy or determination of value, 
Managing Partner shall select a person to act as arbitrator and Associates 
shall select a person to act as arbitrator, and a neutral arbitrator shall be 
selected by both the Managing Partner and Associates. If, within thirty (30) 
days after either Partner's notice to the other of the required notice to 
submit a dispute, controversy or determination of value to arbitration, 
either Managing Partner or Associates fails to select an arbitrator or if 
they are unable to agree on a third arbitrator, the remaining arbitrator(s) 
shall be selected, except in the case of a determination of value, on 
application to the

                                     47

<PAGE>

Chief Justice of the Supreme Court of Washington, and if he shall not so act 
then the Senior Presiding Judge of the Superior Court sitting in Clark 
County, State of Washington, and said third arbitrator shall be a judge or 
lawyer, or retired judge or retired lawyer.  In the case of a determination 
of value, the remaining arbitrator(s) shall be selected by the then President 
of the American Institute of Real Estate Appraisers or successor body 
hereafter constituted exercising similar functions. Any person designated as 
an arbitrator shall be knowledgable and experienced in the matters sought to 
be arbitrated, but shall not be in the employment of either Partner, 
directly, indirectly or as an agent, except in connection with the 
arbitration then proceeding. In the case of a determination of value, all 
arbitrators shall be members of the American Institute of Real Estate 
Appraisers.

     The arbitrators shall meet or otherwise confer as deemed necessary by 
the arbitrators to resolve the dispute and, except in the case of a 
determination of value, a decision of a majority of the arbitrators will be 
binding upon the Partners. In the case of a determination of value, if the 
determinations of any two or all three of the arbitrators shall be identical 
in amount, said amount shall be deemed to be the value in question. If the 
determinations of all three arbitrators shall be different in amount, the 
highest appraised value shall be averaged with the middle value (said average 
being hereinafter referred to as "Sum A"), the lowest appraised value shall 
be averaged with the middle value (said average being hereinafter referred to 
as "Sum B"), and the value in question shall be determined as follows:

     (a) If neither Sum A nor Sum B differs from the middle appraised value 
by more than five percent (5%) of such middle appraised value, then the value 
in question shall be deemed to be the average of the three appraised values;

                                     48

<PAGE>

     (b) If either Sum A or Sum B (but not both of said sums) differs from 
the middle appraised value by more than five percent (5%) of such middle 
appraised value, then the value in question shall be deemed to be the average 
of the middle appraised value and the appraised value closest in amount to 
said middle appraised value; and 

     (c) If both Sum A and Sum B differ from the middle appraised value by 
more than five percent (5%) of such middle appraised value, all appraisals 
shall have no force and effect, and the Partners shall select different 
arbitrators and proceed again with a new arbitration in accordance with this 
Article XVII. The determination of value in accordance with the provisions of 
this Article XVII shall be binding upon the Partners.

     The decision of the arbitrators shall be in writing and shall be made as 
promptly as possible after the designation of the last additional arbitrator, 
but in no event later than forty-five (45) days from the date of the 
designation of the last additional arbitrator. A copy of the decision of the 
arbitrators shall be signed by at least a majority of the arbitrators and 
given to each Concerned Party in the manner provided in Article XVIII of this 
JVA for the giving of notices.

     Section 17.4  To the extent permitted by law, compliance with the 
provisions of this Article XVII shall be a condition precedent to the 
commencement by Associates or Managing Partner of any judicial proceeding 
arising out of any such dispute, controversy or determination of value.

     Section 17.5  The costs and expenses of the arbitrators and arbitration 
proceeding shall be borne equally by Associates and Managing Partner, unless 
the arbitrators assess the same unequally among the Partners.

     Section 17.6  A judgment may be entered on a decision of the arbitrators 
that is binding upon the Partners in any court of competent jurisdiction.

<PAGE>

                                 ARTICLE XVIII

                                    NOTICES

     Every notice, demand, request, consent, approval, disapproval, 
designation or other communication (herein without distinction sometimes 
referred to as "notice") which Associates or Managing Partner is respectively 
required or desires to give or make or communicate upon or to the other shall 
be in writing and shall be given or made or communicated by personally 
delivering the same or by mailing the same by registered or certified mail, 
postage prepaid, return receipt requested, as follows:

     If to Associates to:

               Vancouver Associates
               P. O. Box 40
               Long Beach, California 90801
               Attention: Harry Newman, Jr.
       
     If to Managing Partner to:

               May Centers, Inc.
               c/o The May Stores Shopping Centers, Inc.
               10738 West Pico Boulevard, Suite 1
               Los Angeles, California 90064
               Attention: President

     with a duplicate to:
 
               The May Stores Shopping Centers, Inc.
               611 Olive Street
               St. Louis, Missouri 63101
               Attention: Executive Vice President

subject to the right of a Partner to designate a different address by notice 
similarly given at least ten (10) days in advance. Unless specifically stated 
to the contrary elsewhere in this JVA, any notice shall be deemed to have 
been given, made or communicated as the case may be, on the date the same was 
personally delivered or deposited in the United States Mail, registered or 
certified, return receipt requested, properly addressed, with postage thereon 
fully prepaid.


                                      50

<PAGE>

     Until Managing Partner shall be notified of changes in rights to share 
in (i) Partnership Net Profits and (ii) distributions on dissolution, as 
provided in Article XIV hereof, Managing Partnershall be entitled to rely on
the last notices received by it in respect thereof.


                                      51

<PAGE>

                                 ARTICLE XIX

                                SEVERABILITY

     If any provision or provisions of this JVA shall to any extent prove to 
be invalid, void, illegal or unenforceable, the remainder of this JVA (or the 
application of such provision to persons or circumstances other than those in 
respect of which it is invalid or unenforceable) shall not be affected or 
impaired or invalidated thereby, and each provision hereof shall be valid and 
enforceable to the fullest extent permitted by law.

                                  ARTICLE XX

                          CONSTRUCTION OF AGREEMENT

     This JVA shall be construed, interpreted and applied in accordance with 
the laws of the State of Washington.

                                  ARTICLE XXI

                                   AMENDMENT

     Section 21.1  This JVA may be amended or otherwise modified only by a 
written agreement signed by the Partners and the consent or approval of any 
other Person(s) shall not be required, subject, however, to any right with 
respect thereto of the holders of any mortgages, trust deeds or indentures 
encumbering the Property.

     Section 21.2  Only fifty-five percent (55%) of the ownership of 
partnership interests in Associates is needed for any such amendment or 
modification to be binding upon Associates, provided, however, Managing 
Partner and all other Persons may rely on the signature of only one general 
partner of Associates, notwithstanding the fact that his individual ownership 
interests in Associates may be less than fifty-five percent (55%) thereof.

                                      52
<PAGE>

                                 ARTICLE XXII

                                  PARTITION

     Neither Partner shall have the right to partition any Property of the 
Partnership during the term of this JVA nor shall any Partner make 
application to any court or authority having jurisdiction in the matter or 
commence or prosecute any action or proceeding for partition and the sale 
thereof, and upon any breach of the provisions of this Article by either 
Partner, the other in addition to all rights and remedies in law and in 
equity which it may have, shall be entitled to a decree or order restraining 
and enjoining such application, action or proceeding.

                                 ARTICLE XXIII

                               ENTIRE AGREEMENT

     This JVA sets forth the entire agreement between the Partners with 
regard to the subject matter hereof and may not be amended, modified, 
superseded or cancelled except as hereinabove provided. Any waiver of any of 
the provisions of this JVA shall be in writing and shall be executed by the 
Partners in the same manner as provided for amendments hereto. No waiver of 
the failure of any Partner hereto to comply with any of the provisions of 
this JVA shall be construed to be a waiver of any other failure of compliance 
by such party with the same or other provisions of this JVA. All agreements, 
covenants, representations and warranties, express and implied, oral and 
written, of the parties with regard to the subject matter hereof are 
contained herein, in the Exhibits hereto, and the documents referred to 
herein. No other agreements, covenants, representations or warranties, 
express or implied, oral or written, have been made by any Partner to the 
other with respect to the subject matter of this JVA. All prior and 
contemporaneous conversations, negotiations, possible and alleged agreements 
and representations, covenants and warranties with respect to the subject 
matter hereof are waived, merged herein and superseded hereby. This is an 
integrated agreement.


                                      53
<PAGE>

                                 ARTICLE XXIV

                                  RECORDATION

     This JVA may be recorded by Managing Partner on the date of execution 
hereof, or at any time thereafter, in Clark County, Washington, and at any 
time and from time to time in such other counties within or without the State 
of Washington, as Managing Partner shall determine in its sole and absolute 
discretion. The cost of all such recordation shall be paid by the Partnership.

                                 ARTICLE XXV

                                 CERTIFICATES

     The Partners agree to execute, acknowledge and cause to be recorded a 
certificate or memorandum of this JVA, if in the opinion of Managing Partner 
it is necessary or desireable to record the same in lieu of recording the JVA 
in its entirety or to reflect any change in the status of the Partnership, or 
a cancellation of this Partnership when the Partnership is dissolved.

                                 ARTICLE XXVI

                            PRIORITY OF AGREEMENT

     To the extent, and in those cases where, the laws of the State of 
Washington now or hereafter in force and effect, (i) are inconsistent or in 
conflict with, or (ii) limit, qualify or restrict the powers and authority of 
Managing Partner under this JVA (as of the date hereof or as the same may be 
modified, supplemented or amended hereafter), then such laws or any part or 
parts thereof or the interpretation, construction or application thereof, as 
respects the powers and authority of Managing Partner herein, shall be deemed 
(to the extent, under the laws of the State of Washington, parties by 
agreement may effect such result) superseded by the provisions of this JVA.

                                      54


<PAGE>


                              ARTICLE XXVII

                     DEFINITIONS; MISCELLANEOUS PROVISIONS


        Section 27.1  As used in this JVA, the following terms shall have the 
following respective meanings:

        (A) The term "Person(s)" shall refer to and include individuals, 
partnerships, firms, associations, trusts, corporations (or any other form of 
juridical or business entity), governments or governmental bodies.

        (B) The term "Bankruptcy" shall be deemed to include: (1) the 
assignment of the property of Managing Partner for the benefit of creditors, 
or (2) the filing by Managing Partner of a voluntary petition, under the laws 
of the United States or any state, in bankruptcy, in insolvency, for 
reorganization or for appointment of a receiver or trustee, or (3) the filing 
of an involuntary petition for bankruptcy or insolvency of Managing Partner, 
or for reorganization or for appointment of a receiver or trustee, which such 
petition shall not be discharged within sixty (60) days after the filing 
thereof.

        (C) The terms "Parent or Holding Corporation" and "Subsidiary" shall 
respectively mean any corporation which directly or indirectly owns or 
controls more than fifty percent (50%) of the issued and outstanding voting 
stock of another corporation, or of which another corporation directly or 
indirectly owns or controls more than fifty percent (50%) of the issued and 
outstanding voting stock of such corporation, as the applicable case may be.

        (D) Whenever in this JVA the locative adverbs "herein", "hereunder" 
or other like words are used, the same shall mean and refer to this JVA in 
its entirety and not to any specific Article, Section, subsection or 
subparagraph hereof.

        Section 27.2  Whenever the singular number is used in this JVA and 
when required by the context, the same shall include 


                                     55

<PAGE>

the plural, and the masculine, feminine and neuter genders shall each include 
the others.

        Section 27.3  The captions and headings in this JVA are for 
convenience only and shall not be considered in interpreting any provision of 
this JVA. No provision in this JVA is to be interpreted for or against any 
party because that party or his legal representative drafted the provision.

        Section 27.4  Each reference herein to an Exhibit refers to the 
applicable Exhibit that is attached to this JVA, which may be amended by the 
parties from time to time in accordance with Article XXI.  All such Exhibits 
constitute a part of this JVA and by this Section are expressly made a part 
hereof.

        Section 27.5  Whenever a Partner is requested to consent to or 
approve of any matter with respect to which its consent or approval is 
required by this JVA, such consent or approval shall be given in writing, and 
shall (except as otherwise provided in this JVA) not be unreasonably withheld.

        IN WITNESS WHEREOF, the Partners have executed this JVA as of the 
day and year first above written.

                                    MAY CENTERS, INC.


ATTEST:

/s/ Authorized Officer              By    /s/ Authorized Officer
----------------------------           ----------------------------
    Secretary                             Vice President



                                    VANCOUVER ASSOCIATES,
                                    a limited partnership


                                    By  /s/  Harry Newman, Jr.
                                       -----------------------------
                                            Harry Newman, Jr.



                                            and


                                       /s/  Leroy Brettin
                                     -----------------------------
                                           Leroy Brettin

 
                                    Its General Partners




                                       56
     
<PAGE>

STATE OF   Missouri  )
                     )  SS
COUNTY OF  St. Louis )


      On this 26th day of September, 1975 before me personally appeared 
[Illegible] and Louis J. [Illegible], to me known to be the Vice President 
and Secretary respectively of the corporation that executed the within and 
foregoing instrument, and acknowledged the said instrument to be the free and 
voluntary act and deed of said corporation, for the uses and purposes therein 
mentioned, and on oath stated that they were authorized to execute said 
instrument and that the seal affixed is the corporate seal of said 
corporation.

     In witness whereof, I have hereunto set my hand and affixed my official 
seal the day and year first above written.

                                     /s/  Notary Public
                              ----------------------------------
                                       Notary Public


My commission expires  MY COMMISSION EXPIRES JULY 20, 1978
                      ----------------------------------------


STATE OF            )
                    )  SS
COUNTY OF           )


     On this 29 day of September, 1975, before me personally appeared Harry 
Newman, Jr. and Leroy Brettin to me known to be the General Partners of 
Vancouver Associates, the Limited Partnership that executed the within and 
foregoing instrument, and acknowledged the said instrument to be the free and 
voluntary act and deed of said Limited Partnership, for the uses and purposes 
therein mentioned, and that they signed the same as their free and voluntary 
act and deed.

     In witness whereof, I have hereunto set my hand and affixed my official 
seal the day and year first above written.


                                     /s/  Notary Public
                              ----------------------------------
                                       Notary Public


My commission expires  8-6-78
                      --------------

                         



                                       57