<PAGE>

                                                                    Exhibit 4.23
                                                                    ------------


                         REGISTRATION RIGHTS AGREEMENT

                                 by and among

                       ALEXANDER HAAGEN PROPERTIES, INC.

                                      and

                               VISALIA MKP, INC.

                                  dated as of

                                  May 1, 1998
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Section 1.     Definitions................................................     1
               -----------
       (a)     "Agreement"................................................     1
       (b)     "Commencement Date"........................................     1
       (c)     "Company"..................................................     1
       (d)     "Company Common Stock".....................................     1
       (e)     "Company Registration Expenses"............................     1
       (f)     "Commission"...............................................     2
       (g)     "Contribution Agreement....................................     2
       (h)     "Exchange Act".............................................     2
       (i)     "Issuee"...................................................     2
       (j)     "Issuee OP Units"..........................................     2
       (k)     "NASD".....................................................     2
       (l)     "OP Units".................................................     2
       (m)     "Registration Expenses"....................................     2
       (n)     "Securities Act"...........................................     2
       (o)     "Shelf Registration".......................................     2

Section 2.     Shelf Registration..............................................2
               ------------------
       (a)     Obligation to File.........................................     2
       (b)     Black-Out Periods of the Issuee............................     3
       (c)     Number of Shelf Registrations..............................     3
       (d)     Notice.....................................................     3
       (e)     Expenses...................................................     3

Section 3.     Registration Procedures....................................     3
               -----------------------

Section 4.     Preparation; Reasonable Investigation......................     6
               -------------------------------------

Section 5.     Indemnification............................................     6
               ---------------
       (a)     Indemnification by the Company.............................     6
       (b)     Indemnification by the Issuee..............................     7
       (c)     Notices of Claims, etc.....................................     7
       (d)     Other Indemnification......................................     7
       (e)     Indemnification Payments...................................     7
       (f)     Contribution...............................................     8

Section 6.     Covenants Relating to Rule 144.............................     8
               ------------------------------
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                           <C>
Section 7.     Miscellaneous..............................................     8
               -------------
       (a)     Counterparts...............................................     8
       (b)     Governing Law..............................................     9
       (c)     Entire Agreement...........................................     9
       (d)     Notices....................................................     9
       (e)     Successors and Assigns.....................................    10
       (f)     Headings...................................................    10
       (g)     Amendments and Waivers.....................................    10
       (h)     Interpretation; Absence of Presumption.....................    10
       (i)     Severability...............................................    10
</TABLE>

                                      ii
<PAGE>


          REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of May 1,
1998, by and among Alexander Haagen Properties, Inc., a Maryland corporation
(the "Company") and Visalia MKP, Inc. a California corporation (the "Issuee").
Capitalized terms not otherwise defined herein have the meaning ascribed to them
in the Contribution Agreement (as herein after defined).

          WHEREAS, the Company, Alexander Haagen Properties Operating
Partnership, L.P., a California limited partnership (the "OP" and together with
the Company, "Haagen"), and Issuee have entered into a Contribution Agreement,
dated as of March 23, 1998 (the "Contribution Agreement"), that provides for the
transfer by Issuee to the OP and the acceptance by the OP of certain Property
(as defined in the Contribution Agreement);

          WHEREAS, Issuee will receive from the OP as part of the consideration
for the Property certain OP Units; and

          WHEREAS, in order to induce the Issuee to enter into the Contribution
Agreement, the Company has agreed to provide the registration rights set forth
herein;

          NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto hereby agree as follows:

          Section 1.     Definitions.  As used herein, the following terms shall
                         -----------
have the following meanings:

          (a) "Agreement" shall have the meaning set forth in the first
     paragraph hereof.

          (b) "Commencement Date" shall mean the first anniversary of the date
     of this agreement.

          (c) "Company" shall have the meaning set forth in the first paragraph
     hereof.

          (d) "Company Common Stock" shall mean the common stock of the Company.

          (e) "Company Registration Expenses" shall mean the fees and
     disbursements of counsel and independent public accountants for the Company
     incurred in connection with the Company's performance of or compliance with
     this Agreement, including the expenses of any special audits or "cold
     comfort" letters required by or incident to such performance and
     compliance, and any premiums and other costs of policies of insurance
     obtained by the Company against liabilities arising out of the sale of any
     securities.
<PAGE>


          (f) "Commission" shall mean the Securities and Exchange Commission,
     and any successor thereto.

          (g) "Contribution Agreement" shall have the meaning set forth in the
     second paragraph hereof.

          (h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended, and any successor thereto, and the rules and regulations
     thereunder.

          (i) "Issuee" shall have the meaning set forth in the first paragraph
     hereof.

          (j) "Issuee OP Units" shall mean the OP Units received by the Issuee
     pursuant to the Contribution Agreement.

          (k) "NASD" shall mean the National Association of Securities Dealers,
     Inc.

          (l) "OP Units" shall mean the units of limited partnership interest in
     Alexander Haagen Properties Operating Partnership, L.P., a California
     limited partnership.

          (m) "Registration Expenses" shall mean all registration, filing and
     stock exchange or NASD fees, all fees and expenses of complying with
     securities or blue sky laws, all printing expenses, messenger and delivery
     expenses, any fees and disbursements of any separate counsel retained by
     the Issuee, and transfer taxes, if any, and any premiums and other costs of
     policies of insurance obtained by the Issuee against liabilities arising
     out of the public offering of securities, including Company Registration
     Expenses, but specifically excludes any fees and disbursements of
     underwriters customarily paid by sellers of securities who are not the
     issuers of such securities and all underwriting discounts and commissions.

          (n) "Securities Act" shall mean the Securities Act of 1933, as
     amended, and any successor thereto, and the rules and regulations
     thereunder.

          (o) "Shelf Registration" shall have the meaning set forth in Section
     2(a).

     Section 2.     Shelf Registration
                    ------------------

          (a) Obligation to File.  As soon as possible after the Commencement
              ------------------
     Date, but in no event later than 60 days after the Commencement Date, the
     Company will cause to be filed with the Commission a registration statement
     under Rule 415 of the Securities Act for the exchange of all of the Issuee
     OP Units then owned by Issuee for Company Common Stock (the "Shelf
     Registration"). The Company shall use its reasonable best efforts to cause
     the Shelf Registration to become effective, and keep the Shelf Registration
     continuously effective until the exchange of all of the Issuee OP Units for
     Company Common

                                      -2-
<PAGE>


     Stock registered thereunder has been completed. During the period during
     which the Shelf Registration is effective, the Company shall supplement or
     make amendments to the Shelf Registration, if required by the Securities
     Act and shall use its reasonable best efforts to have such supplements and
     amendments declared effective, if required, as soon as practicable after
     filing.

          (b) Black-Out Periods of the Issuee.  Notwithstanding anything herein
              -------------------------------
     to the contrary, (i) the Company shall have the right from time to time to
     require the Issuee not to exchange under the Shelf Registration or to
     suspend the effectiveness thereof during the period starting with the date
     30 days prior to the Company's good faith estimate, as certified in writing
     by an executive officer of the Company to the Issuee, of the proposed date
     of filing of a registration statement or a preliminary prospectus
     supplement relating to an existing shelf registration statement, in either
     case, pertaining to an underwritten public offering of equity securities of
     the Company for the account of the Company, and ending on the date 75 days
     following the effective date of such registration statement or the date of
     filing of the final prospectus supplement, and (ii) the Company shall be
     entitled to require the Issuee not to exchange under the Shelf Registration
     or to suspend the effectiveness thereof (but not for a period exceeding 75
     days in any calendar year) if the Company determines, in its good faith
     judgment, that such exchange or continued effectiveness would interfere
     with any material financing, acquisition, disposition, corporate
     reorganization or other material transaction involving the Company or any
     of its subsidiaries or public disclosure thereof would be required prior to
     the time such disclosure might otherwise be required, or when the Company
     is in possession of material information that it deems advisable not to
     disclose in a registration statement.

          (c) Number of Shelf Registrations.  The Company shall be obligated to
              -----------------------------
     effect, under this Section 2, only one Shelf Registration.  A Shelf
     Registration shall not be deemed to have been effected if such registration
     cannot be used by the Issuee for more than 60 days as a result of any stop
     order, injunction or other order of the Commission or other Government
     Authority for any reason other than an act or omission of the Issuee, and
     all the Issuee OP Units registered thereunder are not exchanged.

          (d) Notice.  The Company shall give the Issuee prompt notice in the
              ------
     event that the Company has suspended exchanges of Issuee OP Units under
     Section 2(b).

          (e) Expenses.  All Registration Expenses incurred in connection with
              --------
     the Shelf Registration shall be borne by the Company.

          Section 3.     Registration Procedures.  In connection with the filing
                         -----------------------
of any registration statement as provided in Section 2, the Company shall use
its reasonable best efforts to, as expeditiously as reasonably practicable:

          (a) prepare and file with the Commission the requisite registration
     statement (including a prospectus therein) to effect such registration

                                      -3-

<PAGE>

     and use its reasonable best efforts to cause such registration statement to
     become effective, provided that before filing such registration statement
     or any amendments or supplements thereto, the Company will furnish to the
     counsel selected by the Issuee, at least five business days prior to the
     filing thereof, copies of all such documents proposed to be filed, which
     documents will be subject to the review of such counsel before any such
     filing is made, and the Company will comply with any reasonable request
     made by such counsel to make changes in any information contained in such
     documents relating to the Issuee;

          (b) prepare and file with the Commission such amendments and
     supplements to such registration statement and the prospectus used in
     connection therewith as may be necessary to maintain the effectiveness of
     such registration and to comply with the provisions of the Securities Act
     with respect to the exchange of all Issuee OP Units covered by such
     registration statement until all of such securities have been exchanged for
     Company Common Stock;

          (c) furnish to the Issuee such number of conformed copies of such
     registration statement and of each such amendment and supplement thereto
     (in each case including all exhibits), such number of copies of the
     prospectus contained in such registration statements (including each
     complete prospectus and any summary prospectus) and any other prospectus
     filed under Rule 424 under the Securities Act, in conformity with the
     requirements of the Securities Act, and such other documents, including
     documents incorporated by reference, as the Issuee may reasonably request;

          (d) register or qualify all Company Common Stock issued in exchange
     for Issuee OP Units under such other securities or blue sky laws of such
     jurisdictions as the Issuee shall reasonably request, to keep such
     registration or qualification in effect for so long as such registration
     statement remains in effect, and take any other action which may be
     reasonably necessary or advisable to enable the Issuee to consummate the
     acquisition in such jurisdictions of registered Company Common Stock to be
     received by the Issuee in exchange for the Issuee OP Units, except that the
     Company shall not for any such purpose be required to qualify generally to
     do business as a foreign corporation in any jurisdiction wherein it would
     not but for the requirements of this paragraph be obligated to be so
     qualified, or to consent to general service of process in any such
     jurisdiction, or to subject the Company to any material tax in any such
     jurisdiction where it is not then so subject;

          (e)  cause all Company Common Stock covered by such registration
     statement to be registered with or approved by such other Government
     Authority as may be reasonably necessary to enable the Issuee to consummate
     the acquisition of such Company Common Stock to be received by the Issuee
     in exchange for the Issuee OP Units;

          (f)  furnish to the Issuee a signed counterpart, addressed to the
     Issuee, of

                                      -4-

<PAGE>


               (i) an opinion of counsel for the Company, dated the effective
          date of such registration statement, reasonably satisfactory in form
          and substance to the Issuee, and

               (ii) to the extent permitted by then applicable rules of
          professional conduct, a "comfort" letter, dated the effective date of
          such registration statement, signed by the independent public
          accountants who have certified the Company's financial statements
          included in such registration statement, covering substantially the
          same matters with respect to such registration statement (and the
          prospectus included therein) and, in the case of the accountants'
          letter, with respect to events subsequent to the date of such
          financial statements, all as are customarily covered in opinions of
          issuer's counsel and in accountants' letters delivered to the
          underwriters in underwritten public offerings of securities;

          (g)  immediately notify the Issuee at any time when the Company
     becomes aware that a prospectus relating thereto is required to be
     delivered under the Securities Act, of the happening of any event as a
     result of which the prospectus included in such registration statement, as
     then in effect, includes an untrue statement of a material fact or omits to
     state any material fact required to be stated therein or necessary to make
     the statements therein not misleading in the light of the circumstances
     under which they were made, and if any Issuee OP Units have not been
     exchanged for Company Common Stock, promptly (but in any event, within five
     business days) prepare and furnish to the Issuee a reasonable number of
     copies of a supplement to or an amendment of such prospectus;

          (h)  comply or continue to comply in all material respects with the
     Securities Act and the Exchange Act and with all applicable rules and
     regulations of the Commission, and make available to its security holders,
     as soon as reasonably practicable, an earnings statement covering the
     period of at least 12 months, but not more than 18 months, beginning with
     the first full calendar month after the effective date of such registration
     statement, which earnings statement shall satisfy the provisions of Section
     11(a) of the Securities Act, and not file any amendment or supplement to
     such registration statement or prospectus to which the Issuee shall have
     reasonably objected on the grounds that such amendment or supplement does
     not comply in all material respects with the requirements of the Securities
     Act;

          (i)  provide a transfer agent and registrar for all Company Common
     Stock covered by such registration statement not later than the effective
     date of such registration statement; and

          (j) list all Company Common Stock covered by such registration
     statement on each securities exchange on which any of the Company Common
     Stock is then listed.

      In connection with any registration statement, prospectus or other
document filed or prepared pursuant to this Agreement, the Issuee shall furnish
in writing to the Company such information regarding the Issuee (and any of its
affiliates), the Company

                                      -5-

<PAGE>

Common Stock to be sold, the intended method of distribution of such Company
Common Stock, and such other information reasonably requested by the Company.
Such writing shall expressly state that it is being furnished to the Company for
use in the preparation of a registration statement, preliminary prospectus,
supplementary prospectus, final prospectus or amendment or supplement thereto,
as the case may be.

     The Issuee agrees by acquisition of the Issuee OP Units that upon receipt
of any notice from the Company of the happening of any event of the kind
described in paragraph (g) of this Section 3, the Issuee will forthwith
discontinue its exchange of Issuee OP Units pursuant to the registration
statement relating to such Issuee OP Units until the Issuee's receipt of the
copies of the supplemented or amended prospectus contemplated by paragraph (g)
of this Section 3.

          Section 4.     Preparation; Reasonable Investigation.  In connection
                         -------------------------------------
with the preparation and filing of the Shelf Registration under the Securities
Act, the Company will give the Issuee and its counsel the opportunity to
participate in the preparation of such registration statement, each prospectus
included therein or filed with the Commission, and each amendment thereof or
supplement thereto, and will give each of them such access to its books and
records and such opportunities to discuss the business of the Company with its
officers, its counsel and the independent public accountants who have certified
its financial statements as shall be necessary, in the opinion of the Issuee's
counsel, to conduct a reasonable investigation within the meaning of the
Securities Act.

          Section 5.     Indemnification
                         ---------------

          (a) Indemnification by the Company.  In the event of any registration
              ------------------------------
     of any Company Common Stock under the Securities Act pursuant to this
     Agreement, the Company will, and hereby does, indemnify and hold harmless
     the Issuee and its affiliates, officers, directors, agents, partners and
     respresentatives against any losses, claims, damages or liabilities, joint
     or several, to which the Issuee may become subject under the Securities Act
     or otherwise, insofar as such losses, claims, damages or liabilities (or
     actions or proceedings, whether commenced or threatened, in respect
     thereof) arise out of or are based upon any untrue statement or alleged
     untrue statement of any material fact contained in the registration
     statement under which such Company Common Stock was registered under the
     Securities Act, any preliminary prospectus, final prospectus or summary
     prospectus contained therein, or any amendment or supplement thereto, or
     any omission or alleged omission to state therein a material fact required
     to be stated therein or necessary to make the statements therein, in light
     of the circumstances under which they were made, not misleading, and the
     Company will reimburse the Issuee for any reasonable legal or any other
     expenses reasonably incurred by it in connection with investigating or
     defending any such loss, claim, liability, action or proceedings; provided,
     however, that the Company shall not be liable in any such case to the
     extent that any such loss, claim, damage, liability (or action or
     proceeding in respect thereof) or expense arises out of or is based upon an
     untrue statement or alleged untrue statement or omission or alleged
     omission made in such registration statement, any such preliminary
     prospectus, final prospectus, summary prospectus, amendment or supplement
     in reliance upon and in conformity with

                                      -6-

<PAGE>

     written information furnished to the Company by the Issuee specifically
     stating that it is for use in the preparation thereof. Such indemnity shall
     remain in full force and effect regardless of any investigation made by or
     on behalf of the Issuee and shall survive the transfer of such securities
     by the Issuee.

          (b) Indemnification by the Issuee. The Issuee will, and hereby does,
              ------------------------------
     indemnify and hold harmless (in the same manner and to the same extent as
     set forth in paragraph (a) of this Section 5) the Company, each director of
     the Company, each officer of the Company and each other person, if any, who
     controls the Company within the meaning of the Securities Act, with respect
     to any untrue statement or alleged untrue statement of a material fact in
     or omission or alleged omission to state a material fact from such
     registration statement, any preliminary prospectus, final prospectus or
     summary prospectus contained therein, or any amendment or supplement
     thereto, if such untrue statement or alleged untrue statement or omission
     or alleged omission was made in reliance upon and in conformity with
     written information furnished to the Company by the Issuee specifically
     stating that it is for use in the preparation of such registration
     statement, preliminary prospectus, final prospectus, summary prospectus,
     amendment or supplement. Such indemnity shall remain in full force and
     effect regardless of any investigation made by or on behalf of the Company
     or any such director, officer, or controlling person and shall survive the
     transfer of such securities by the Issuee.

          (c) Notices of Claims, etc.  Promptly after receipt by an indemnified
              -----------------------
     party of notice of the commencement of any action or proceeding involving a
     claim referred to in the preceding paragraphs of this Section 5, such
     indemnified party will, if a claim in respect thereof is to be made against
     an indemnifying party, give written notice to the latter of the
     commencement of such action; provided, however, that the failure of any
     indemnified party to give notice as provided herein shall not relieve the
     indemnifying party of its obligations under the preceding paragraphs of
     this Section 5, except to the extent that the indemnifying party is
     actually prejudiced by such failure to give notice.  In case any such
     action is brought against an indemnified party, unless in such indemnified
     party's reasonable judgment a conflict of interest between such indemnified
     and indemnifying parties may exist in respect of such claim, the
     indemnifying party shall be entitled to participate in and to assume the
     defense thereof, jointly with any other indemnifying party similarly
     notified to the extent that it may wish, with counsel reasonably
     satisfactory to such indemnified party, and after notice from the
     indemnifying party to such indemnified party of its election so to assume
     the defense thereof, the indemnifying party shall not be liable to the
     indemnified party for any legal or other expenses subsequently incurred by
     the latter in connection with the defense thereof other than reasonable
     costs of investigation.

          (d) Other Indemnification.  Indemnification similar to that specified
              ---------------------
     in the preceding paragraphs of this Section 5 (with appropriate
     modifications) shall be given by the Company and the Issuee with respect to
     any required registration or other qualification of securities under any
     federal or state law or regulation of Governmental Authority other than the
     Securities Act.

                                      -7-
<PAGE>


          (e) Indemnification Payments.  The indemnification required by this
              ------------------------
     Section 5 shall be made by periodic payments of the amount thereof during
     the course of the investigation or defense, as and when bills are received
     or expense, loss, damage or liability is incurred.

          (f) Contribution.  If, for any reason, the foregoing indemnity is
              ------------
     unavailable, or is insufficient to hold harmless an indemnified party, then
     the indemnifying party shall contribute to the amount paid or payable by
     the indemnified party as a result of the expense, loss, damage or
     liability, (i) in such proportion as is appropriate to reflect the relative
     fault of the indemnifying party on the one hand and the indemnified party
     on the other (determined by reference to, among other things, whether the
     untrue or alleged untrue statement of a material fact or omission relates
     to information supplied by the indemnifying party or the indemnified party
     and the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such untrue statement or omission), or
     (ii) if the allocation provided by clause (i) above is not permitted by
     applicable law or provides a lesser sum to the indemnified party than the
     amount hereinafter calculated, in the proportion as is appropriate to
     reflect not only the relative fault of the indemnifying party and the
     indemnified party, but also the relative benefits received by the
     indemnifying party on the one hand and the indemnified party on the other,
     as well as any other relevant equitable considerations.  No indemnified
     party guilty of fraudulent misrepresentation (within the meaning of Section
     11(f) of the Securities Act) shall be entitled to contribution from any
     indemnifying party who was not guilty of such fraudulent misrepresentation.

          Section 6.     Covenants Relating to Rule 144.  The Company will file
                         ------------------------------
in a timely manner (taking into account any extensions granted by the
Commission), information, documents and reports in compliance with the Exchange
Act and will, at its expense, forthwith upon the request of the Issuee, deliver
to the Issuee a certificate, signed by the Company's principal financial
officer, stating (a) the Company's name, address and telephone number (including
area code), (b) the Company's Internal Revenue Service identification number,
(c) the Company's Commission file number, (d) the number of shares of Company
Common Stock and the number of shares of Company Preferred Stock outstanding as
shown by the most recent report or statement published by the Company, and (e)
whether the Company has filed the reports required to be filed under the
Exchange Act for a period of at least 90 days prior to the date of such
certificate and in addition has filed the most recent annual report required to
be filed thereunder. If at any time the Company is not required to file reports
in compliance with either Section 13 or Section 15(d) of the Exchange Act, the
Company will, at its expense, forthwith upon the written request of the Issuee,
make available adequate current public information with respect to the Company
within the meaning of paragraph (c)(2) of Rule 144 of the General Rules and
Regulations promulgated under the Securities Act.

          Section 7.     Miscellaneous
                         -------------

          (a) Counterparts. This Agreement may be executed in one or more
              ------------
     counterparts, all of which shall be considered one and the same agreement,
     and

                                      -8-
<PAGE>


     shall become effective when one or more counterparts have been signed
     by each of the parties and delivered to the other party.  Copies of
     executed counterparts transmitted by telecopy, telefax or other electronic
     transmission service shall be considered original executed counterparts for
     purposes of this Section 7, provided receipt of copies of such counterparts
     is confirmed.

          (b) Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
              -------------
     IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REFERENCE TO
     THE CHOICE OF LAW PRINCIPLES THEREOF.

          (c) Entire Agreement.  This Agreement (including agreements
              ----------------
     incorporated herein) contains the entire agreement between the parties with
     respect to the subject matter hereof and there are no agreements or
     understandings between the parties other than those set forth or referred
     to herein. This Agreement is not intended to confer upon any person not a
     party hereto (and their successors and assigns) any rights or remedies
     hereunder.

          (d) Notices.  All notices and other communications hereunder shall be
              -------
     sufficiently given for all purposes hereunder if in writing and delivered
     personally, sent by documented overnight delivery service or, to the extent
     receipt is confirmed, telecopy, telefax or other electronic transmission
     service to the appropriate address or number as set forth below.  Notices
     to the Company shall be addressed to:

          Alexander Haagen Properties, Inc.
          3500 Sepulveda Boulevard
          Manhattan Beach, CA 90266
          Attention:  Chief Executive Officer
          Telecopy Number:  (310) 546-8455

with a copy to:

          Latham & Watkins
          633 West Fifth Street
          Suite 4000
          Los Angeles, CA 90071
          Attention:  John M. Newell
          Telecopy Number:  (213) 891-8763

or at such other address and to the attention of such other person as the
Company may designate by written notice to the Issuee.  Notices to each Issuee
shall be addressed to:

          Visalia MKP, Inc.
          13 Corporate Plaza, #150
          Newport Beach, California  92660
          Telecopy Number:
                                      -9-
<PAGE>


          with a copy to:
          ----------------

          Bryan Cave LLP
          18881 Von Karman, Suite 1500
          Irvine, CA 92612-1582
          Attention: Will Layman
          Telecopy Number: (714)223-7100

          (e) Successors and Assigns.  This Agreement shall be binding upon and
              ----------------------
     inure to the benefit of the parties hereto and their respective successors.
     Neither party shall be permitted to assign any of its rights hereunder to
     any third party, except that if (i) the Issuee transfers or pledges any or
     all Issuee OP Units to a third party in accordance with the requirements of
     the OP's Agreement of Limited Partnership and such third party agrees to be
     bound by the Contribution Agreement, the transferee or pledgee of the
     Issuee OP Units shall be considered an intended beneficiary hereof and may
     exercise all rights of the Issuee hereunder, and (ii) any person included
     within the definition of the term the Issuee shall be permitted to assign
     its rights hereunder to any other person included within such definition.

          (f) Headings.  The Section and other headings contained in this
              --------
     Agreement are inserted for convenience of reference only and will not
     affect the meaning or interpretation of this Agreement.  All references to
     Sections or other headings contained herein mean Sections or other headings
     of this Agreement unless otherwise stated.

          (g) Amendments and Waivers.  This Agreement may not be modified or
              ----------------------
     amended except by an instrument or instruments in writing signed by the
     party against whom enforcement of any such modification or amendment is
     sought. Either party hereto may, only by an instrument in writing, waive
     compliance by the other party hereto with any term or provision hereof on
     the part of such other party hereto to be performed or complied with. The
     waiver by any party hereto of a breach of any term or provision hereof
     shall not be construed as a waiver of any subsequent breach.

          (h) Interpretation; Absence of Presumption.  For the purposes hereof,
              --------------------------------------
     (i) words in the singular shall be held to include the plural and vice
     versa and words of one gender shall be held to include the other gender as
     the context requires, (ii) the terms "hereof", "herein", and "herewith" and
     words of similar import shall, unless otherwise stated, be construed to
     refer to this Agreement as a whole and not to any particular provision of
     this Agreement, and Section, paragraph or other references are to the
     Sections, paragraphs, or other references to this Agreement unless
     otherwise specified, (iii) the word "including" and words of similar import
     when used in this Agreement shall mean "including, without limitation,"
     unless the context otherwise requires or unless otherwise specified, (iv)
     the word "or" shall not be exclusive, and (v) provisions shall apply, when
     appropriate, to successive events and transactions.

                                      -10-
<PAGE>


          This Agreement shall be construed without regard to any presumption or
     rule requiring construction or interpretation against the party drafting or
     causing any instrument to be drafted.

          (j) Severability.  Any provision hereof which is invalid or
              ------------
     unenforceable shall be ineffective to the extent of such invalidity or
     unenforceability, without affecting in any way the remaining provisions
     hereof.

                   [signatures appear on the following page]

                                      -11-
<PAGE>

     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each
of the parties hereto as of the day first above written.

ALEXANDER HAAGEN PROPERTIES, INC.,

By: /s/ Stuart J. S. Gulland
   -------------------------
   Name:   Stuart J. S. Gulland
   Title:  Senior VP and CFO


VISALIA MKP, INC., a California corporation

By:   /s/ William W. Hughes, Jr.
      --------------------------
      William W. Hughes, Jr.
Its:  President
                                      -12-