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                                 AMENDED AND RESTATED

                            LIMITED PARTNERSHIP AGREEMENT

                                          OF

                               WEST VALLEY PARTNERSHIP

     THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the "Restated
Partnership Agreement") is made as of the 31st day of December, 1985 between MAY
CENTERS, INC., a Missouri corporation ("MCI") as "General Partner" and the
partners (the "Limited Partners") designated as Limited Partners in the
"Schedule of Partners" attached hereto as Exhibit "A" and made a part hereof
(the General Partner and Limited Partners are collectively referred to as the
"Partners").

                                       RECITALS

     A.   West Valley May Corp., a Missouri corporation, The Landacre
Corporation, and Mervyn LeRoy (the "Original Partners") entered into a
Certificate of Limited Partnership and Limited Partnership Agreement (the
"Original Partnership Agreement") dated February 17, 1960, by which they
established West Valley Partnership as a California limited partnership. A copy
of the Original Partnership Agreement was recorded on February 24, 1960 as
Instrument No. 2785 in Book M 452, Page 433 of the Official Records of Los
Angeles County, California.

     B.   The Original Partnership Agreement was amended by the following
documents: Amendment dated September 10, 1963, recorded in the Official Records
of Los Angeles County, California on September 26, 1963 as Instrument No. 5725
in Book M 1353, Page 951; Second Amendment dated October 1, 1963, recorded in
the Official Records of Los Angeles County, California on December 31, 1963 as
Instrument No. 6663 in Book M 1421, Page 369; Third Amendment dated
December 31, 1971, recorded in the Official Records of Los Angeles County, 
California on December 31, 1971 as Instrument No. 2608 in Book M 3943, Page 
820; Fourth Amendment dated February 28, 1973, recorded in the Official 
Records of Los Angeles County, California on March 2, 1973 as Instrument No. 
4518 in Book M 4301, Page 289; and Fifth Amendment dated August 8, 1979, a 
copy of which was recorded in the Official Records of Los Angeles County, 
California on August 14, 1979 as Instrument No. 79-899953.

     C.   The Partners are all the successors in interest to the Original
Partners and collectively hold one hundred percent (100%) of the interests in
and to the Partnership.

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     D.   The Partners now desire to further amend the Original Partnership
Agreement and to restate the terms thereof in the manner set forth in this
Restated Partnership Agreement.

                                      AGREEMENTS

     In consideration of the mutual covenants contained herein, the Partners
amend and restate the Limited Partnership Agreement of West Valley Partnership,
in its entirety, as follows:

                                      ARTICLE 1

     1.1  The Partners shall continue to operate as a limited partnership (the
"Partnership") pursuant to the provisions of the Uniform Limited Partnership
Act, Sections 15501 through 15533 and Section 15632 of the California
Corporations Code (the "Act"), and under the terms and conditions of this
Restated Partnership Agreement.

     1.2  The Partners shall execute, publish, file and record, in each
jurisdiction where the Partnership acquires property or otherwise does business,
a copy of such certificates of limited partnership, fictitious business name
certificates and such other recordings or filings as may be required under
applicable laws to preserve the Partnership's status as a limited partnership
and the right to the use of its name.

                                      ARTICLE 2

     2.1  The only purposes for which the Partnership is formed shall be to own,
develop, construct, operate, lease, manage, maintain, finance and refinance
(collectively, "Manage") the real property and improvements thereto (the
"Partnership Property") described in Exhibit "B", attached hereto and made a
part hereof, primarily for use as a mixed-use, commercial, office and hotel
development. The Partnership shall be authorized to engage in such operations
and businesses and to do such other things as are necessary or appropriate for
the furtherance of the foregoing purposes. The Partnership shall not engage in
any business other than as described herein without the prior written consent of
Class A Limited Partners holding, in the aggregate, "Percentage Interests" (as
defined in Section 4.2 hereof) greater than or equal to 34.5% (which constitutes
at least 60% of the Class A Limited Partners' Percentage Interests).

     2.2  Nothing contained in this Restated Partnership Agreement shall be
construed so as to prohibit any Partner or any "Affiliate" (as defined in
Section 6.3 hereof) from owning, operating, or investing, directly or
indirectly, in any real estate development or other business not owned or
operated by the Partnership, wherever located. Each Partner agrees that the
other Partner, any Affiliate or any related person or entity may engage in or
possess an interest in any other business venture or ventures of any nature and
description, independently or with others, whether or not in competition with
the Partnership, in-


                                       2

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cluding but not limited to the ownership, financing, leasing, operation,
management, syndication, brokerage and development of real property; none of the
same shall be deemed a Partnership opportunity; and neither the Partnership nor
the Partners shall have any rights by virtue of this Restated Partnership
Agreement in and to such independent ventures or to the income or profits
derived therefrom.

     2.3  The name of the Partnership shall be WEST VALLEY PARTNERSHIP.

     2.4  The principal place of business of the Partnership will be at 611
Olive Street, St. Louis, Missouri 63101, or at such other location as the
General Partner may select.

                                      ARTICLE 3

     3.1  The Partnership shall continue from the date of this Restated
Partnership Agreement, through December 31, 2015, unless sooner terminated as
hereinafter provided.

                                      ARTICLE 4

     4.1  The Partners of this Partnership shall be divided into two classes:
General Partner and Limited Partners. The Limited Partners shall be designated
as Class A Limited Partners and Class B Limited Partner for the purposes set
forth in this Restated Partnership Agreement. As used herein, the terms "Class A
Limited Partners" and "Class B Limited Partner" shall mean the persons or
entities designated as such in the Schedule of Partners, and their respective
successors and assigns.

     4.2  The names, places of residence, status and the percentage interests
(the "Percentage Interests") of each Partner of this Partnership are set forth
in the Schedule of Partners.

     4.3  The Partners have heretofore contributed to the capital of the
Partnership such sums as they have deemed adequate for the organization and
operation of the Partnership.

     4.4  The Partners shall not be required to make any additional
contributions to the capital of the Partnership, except with the prior written
consent of all Partners. Except as specifically provided in this Restated
Partnership Agreement, the Partners shall not make any withdrawals of
Partnership capital, except by their unanimous agreement.

     4.5  The General Partner shall Manage the Partnership Property subject to
the following conditions:

          (a)  The General Partner shall use its best efforts to Manage the
     Partnership Property on a financially efficient and businesslike basis.


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          (b)  The General Partner shall not be liable for the failure, for
     reasons beyond its reasonable control, to Manage the Partnership Property
     on a profitable basis, nor shall it be liable for the results of any action
     or nonaction taken by it in good faith and in the exercise of its sound
     business judgment. The General Partner shall be excused from performing any
     obligation or undertaking provided in this Restated Partnership Agreement
     so long as the performance thereof is prevented or delayed, retarded or
     hindered by act of God, fire, earthquake, floods, explosion, actions of the
     elements, war, invasion, insurrection, riot, mob violence, sabotage,
     inability to procure or general shortage of labor, equipment, facilities,
     materials or supplies in the open market, failure of transportation,
     strikes, lockouts, actions of labor unions, condemnation, requisition,
     laws, orders of government or civil or military or naval authorities or any
     other cause whether similar or dissimilar to the foregoing not within the
     reasonable control of the General Partner.

     4.6  The General Partner shall be vested with all powers conferred by law
and particularly is authorized and empowered, acting alone and on behalf of this
Partnership, to Manage the Partnership Property and to perform such acts by,
for, and on behalf of the Partnership as shall be reasonably related and
incidental thereto, all without any authorization or instruction from the
Limited Partners, except as otherwise provided in Sections 4.7, 4.8, 4.9 and 6.2
of this Restated Partnership Agreement. Any act by the General Partner on behalf
of this Partnership shall be conclusively presumed, in favor of any third person
or persons contracting or dealing in good faith with this Partnership, to be
valid and binding upon this Partnership and to have been done within the scope
of the powers given to the General Partner by this Restated Partnership
Agreement. Such powers may be exercised at any time and from time to time during
the existence of this Partnership in such manner that the effectiveness of any
such exercise may be for terms within or extending beyond the duration of this
Partnership. Such powers may be exercised through such officers and employees of
the Partnership or the General Partner, or through such agents and independent
contractors as the General Partner shall deem appropriate. Such powers shall
include but shall not be limited to the power to construct and Manage upon or
beneath the surface of the Partnership Property all such buildings or other
structures or other improvements or facilities as the General Partner, in its
discretion shall deem appropriate. The powers of the General Partner under this
Section shall include, but shall not be limited to, the power to perform the
following:

          (a)  To make, enter into, execute and deliver in the name and on
     behalf of this Partnership any and all such contracts and agreements for
     materials and services, personal or otherwise, with respect to site
     development, architectural planning, construction, and other improvements
     on the Partnership Property, and all such agreements and commit-


                                          4
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     ments for the operation, management and maintenance of the Partnership
     Property, all on such terms and conditions and for such consideration as
     the General Partner shall deem appropriate, and to carry out and perform
     any and all such agreements and commitments, and to expend funds of the
     Partnership in connection with the development, construction, operation,
     leasing, management and maintenance (collectively, "Management") of the
     Partnership Property.

          (b)  To borrow and collect in the name and on behalf of this
     Partnership at any time and from time to time such sum or sums of money and
     upon such terms, conditions, and rates of interest as the General Partner
     shall deem appropriate for or in relation to the Management of the
     Partnership Property, or the refinancing of any indebtedness of this
     Partnership, and to make, execute and deliver in the name and on behalf of
     this Partnership any and all notes or other instruments or evidences of
     indebtedness and all such deeds of trust, mortgages, pledge agreements, or
     other instruments with respect to the Partnership Property, all on such
     terms or conditions as the General Partner shall deem appropriate as
     security for the payment of any indebtedness of this Partnership. All
     substantial expenditures for capital construction by the Partnership shall
     be financed by means of loans from the General Partner, its Affiliates, or
     from third parties, it being the intent of the Partners that capital
     construction shall not be financed out of the current earnings of the
     Partnership; provided, however, that, subject to the terms of Section
     4.7(a) hereof, expenditures for capital construction may be financed out of
     other funds of the Partnership if the same will not, in the judgment of the
     General Partner, jeopardize the ability of the Partnership to distribute
     the "Net Cash Flow" (as defined in Section 5.4) of the Partnership to the
     Partners as soon after the end of each fiscal year as the amount thereof
     reasonably can be determined and paid.

          (c)  To negotiate for, make, execute and deliver in the name and on
     behalf of this Partnership any and all leases, or other agreements for the
     possession, use or occupancy of the land and the buildings of the
     Partnership Property, to such persons and for such rent, terms, covenants
     and conditions and undertakings as the General Partner shall deem
     appropriate and to demand, receive and collect for and on behalf of this
     Partnership all the rents or other payments payable under such leases or
     other agreements and to commence, maintain and prosecute in the name and on
     behalf of this Partnership all actions or other proceedings deemed by the
     General Partner to be appropriate for the collection thereof, or for the
     enforcement of any other terms, conditions or undertakings set forth in any
     such lease or other agreement.

          (d)  To grant for and on behalf of this Partnership such easements,
     licenses, rights, privileges, or powers in


                                          5

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     or incidental to the Partnership Property or any portion thereof, including
     the common areas and facilities referred to in Section 4.5(i), as the
     General Partner shall deem appropriate, including but without limiting the
     generality of the foregoing, the grant to any such party of the power to
     license such party's directors, officers, employees, agents, contractors,
     invitees, licensees, concessionaires, patrons and clients to use the common
     areas and facilities referred to in Section 4.5(i).

          (e)  To commence, maintain and prosecute to final judgment or decision
     in the name and on behalf of this Partnership any and all actions or
     proceedings which the General Partner shall deem appropriate for the
     establishment, enforcement, preservation or maintenance of any right,
     privilege, power or immunity of this Partnership.

          (f)  To ask, demand, sue for, recover, collect and receive (and to
     expand and disburse the proceeds thereof for any and all purposes to which
     this Section 4.5 relates) each and every sum of money, debt, account and
     demand which shall become due, owing or payable to this Partnership 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.

          (g)  To grant or dedicate by deed or otherwise at any time and from
     time to time, in the name and on behalf of this Partnership an interest in
     fee, easement right, right of way, license, or other interest in or to any
     portion or portions of the Partnership Property the General Partner shall
     deem appropriate for street, highway, flood control, public utility, or
     other public purposes, and to make, execute and deliver in the name of this
     Partnership all such deeds, grants, or other instruments to effectuate the
     same, without consideration or for such consideration all as the General
     Partner shall deem appropriate.

          (h)  To file at any time and from time to time such reservations,
     restrictions, covenants, or conditions, in the name and on behalf of this
     Partnership with respect to any portion or portions of the Partnership
     Property as the General Partner shall deem appropriate, and to make,
     execute and deliver in the name and on behalf of this Partnership all such
     instruments as the General Partner shall deem appropriate to effectuate the
     same.

          (i)  To Manage on the Partnership Property at the expense of this
     Partnership common areas and facilities for the use, convenience,
     enjoyment, or comfort of persons occupying, using, or otherwise coming upon
     the Partnership Property for purposes connected with its operation or
     operation of the businesses or conduct of the profession of occupants of 
     the Partnership Property, including, but not limit-


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     ed to surface vehicular parking, subsurface vehicular parking, elevated
     vehicular parking, service delivery tunnels, concourses, sidewalks, malls,
     roadways, driveways, stairways and restrooms.

          (j)  To grant to and receive from any tenant or occupant of a portion
     of the Partnership Property such easements, rights, rights of way and
     licenses, surface and subsurface, and to enter into such other agreements
     with such tenants or occupants as may be reasonably appropriate including
     but not limited to party wall agreements, agreements for the design,
     construction, location and maintenance of common foundations, support
     structures and other facilities which may serve, support, connect or be a
     part of buildings or other improvements of both this Partnership and such
     other party, it being contemplated that, in the interest of effecting
     over-all economy and efficiency in the development of the Partnership
     Property certain facilities of this Partnership and such other party will
     be inter-related, connected or located on the premises or building of the
     other.

     4.7  The General Partner shall not cause the Partnership to take any of the
actions enumerated in subparagraphs (a) through (g) of this Section 4.7 without
the prior written consent of Class A Limited Partners holding, in the aggregate,
Percentage Interests greater than or equal to 34.5% (which constitutes at least
60% of the Class A Limited Partners' Percentage Interests). Each Class A Limited
Partner agrees that it shall not unreasonably withhold or delay such consent.
All disputes concerning whether any such consent was unreasonably withheld or
delayed shall be resolved by arbitration in the manner described in Section 7.6
of this Restated Partnership Agreement. The following actions shall be governed
by this Section.

          (a)  Any expenditure by the Partnership in excess of $100,000.00 (the
     "Capital Expenditure Limit") in any one fiscal year for capital
     improvements.  The Capital Expenditure Limit shall be increased on
     January 1, 1987, and on every annual anniversary thereafter, in proportion
     to the increases, if any, in the Consumer Price Index All Items Los
     Angeles, Long Beach, Anaheim over the value of such index as of the date
     hereof

          (b)  Any incurrence of indebtedness by the Partnership for the purpose
     of distributing the net proceeds thereof to the Partners.

          (c)  Any material change to the densities and uses proposed for the
     Partnership Property in (i) the Disposition and Development Agreement (the
     "Lowe Agreement") between Lowe Development Corporation ("LDC") and the
     Partnership dated as of June 7, 1985, (ii) the "Master Plan" developed by
     LDC pursuant to the Lowe Agreement, and (iii) the letter of intent (the
     "Hotel Letter") dated as of July 12, 1985 between the Partnership and
     Northview Corporation.


                                          7

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          (d)  Any reduction of the Partnership's interest in any partnership
     formed pursuant to the Lowe Agreement to less than forty percent (40%).

          (e)  Any reduction by more than ten percent (10%) of the "Net Rent"
     payable by the Tenant under any ground lease entered into by the
     Partnership pursuant to the Lowe Agreement, or any such reduction in the
     "Base Rent" payable by Northview Corporation pursuant to the Hotel Letter.

          (f)  The approval, on behalf of the Partnership, of the densities,
     uses and material economic terms of any agreement relating to the
     development of any portions of the Partnership Property which are not to be
     otherwise developed pursuant to the Lowe Agreement or the Hotel Letter.

          (g)  The entering by the Partnership, into any contract or agreement
     between the Partnership and the General Partner or any Affiliate of the
     General Partner.

     4.8  The General Partner shall not cause the Partnership to sell the fee
interest in all or any part of the Partnership Property without the prior
written consent of Class A Limited Partners holding, in the aggregate,
Percentage Interests greater than or equal to 43.125% (which constitutes 75% of
the Class A Limited Partners' interests). All requests by the General Partner
for the consent of the Class A Limited Partners under this Section either shall
be sent simultaneously to all Class A Limited Partners or shall be sent to the
"Limited Partner Representatives" (as such term is defined in Section 7.5
hereof). Any Class A Limited Partner as of the date of this Restated Partnership
Agreement, or any successor to such Class A Limited Partner's interest in the
Partnership if such successor is a "Related Party", may grant or withhold its
consent under this Section for reasons within such Limited Partners' sole and
absolute discretion. For the purposes of this Restated Partnership Agreement, a
"Related Party" shall mean: (a) any ancestor or issue of such Class A Limited
Partner; or (b) any sibling or issue of a sibling of such Class A Limited
Partner; or (c) any spouse of such Class A Limited Partner or any spouse of a
person named in Section 4.8(b) or (c) hereof; or (d) with respect to any Class A
Limited Partner who, on the date of this Restated Partnership Agreement is a
Trustee, the beneficiary of such trust or any person related to such beneficiary
in the manner described in Section 4.8(a), (b), or (c) hereof; or (e) with
respect to Stusan, a limited partnership, then either Stanley K. Sheinbaum or
Susan Sperling Cato in the manner described in Section 4.8(a), (b) or (c)
hereof; or (f) any trust for the benefit of any person described in Section
4.8(a), (b) or (c) hereof; or (g) any corporation or partnership which is wholly
owned by one or more of the persons or entities described in this Section 4.8.
Any successor to any Class A Limited Partner who is not a Related Party to the
Class A Limited Partners as of the date of this Restated Partner-


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ship Agreement shall not unreasonably withhold or delay its consent to a request
for consent under the terms of this Section. Any dispute concerning whether a
consent was unreasonably withheld or delayed shall be resolved by arbitration in
the manner described in Section 7.6 of this Restated Partnership Agreement.

     4.9  The Class A Limited Partners acknowledge that Affiliates of MCI (as
such term is defined in Section 6.6 hereof) own or have an interest in certain
real property (the "Topanga Plaza Property") described in Exhibit "D", attached
hereto and made a part hereof. The Limited Partners acknowledge that the General
Partner and its Affiliates may have interests and loyalties ("Conflicts of
Interest") which conflict with the interests and loyalties of the Partnership.
The following provisions shall apply to any such Conflict of Interest:

          (a)  The General Partner shall not take any action, nor shall the 
     General Partner cause or permit any Affiliate of the General Partner, to 
     take any action with respect to any Conflict of Interest which 
     constitutes fraud, bad faith or gross misconduct, nor shall the General 
     Partner take any action or cause or permit any Affiliate of the General 
     Partner to take any action, which is intended to disproportionately 
     benefit the General Partner or its Affiliates to the material detriment 
     of the Partnership without the prior written consent of Class A Limited 
     Partners holding, in the aggregate, Percentage Interests greater than or 
     equal to 34.5%; provided, however, that no claim shall be made by the 
     Partnership or the Limited Partners under this Section solely on account 
     of any lost business opportunity.

          (b)  The General Partner may, at its election, request the consent of
     the Class A Limited Partners to any action by the General Partner or its
     Affiliates which the General Partner believes constitutes or may constitute
     a Conflict of Interest. The Class A Limited Partners shall not unreasonably
     withhold or delay this consent to such a request. The Class A Limited
     Partners shall be deemed to have consented to such a request if such
     consent shall have been given by Class A Limited Partners holding, in the
     aggregate, Percentage Interests greater than or equal to 34.5%.

          (c)  Any disputes concerning (i) whether an action by the General
     Partner or its Affiliates violated the standard of conduct set forth in
     Section 4.9(a) hereof, or (ii) whether one or more Class A Limited Partners
     unreasonably withheld or delayed its consent to a request made by the
     General Partner pursuant to the terms of Section 4.9(b) hereof, shall be
     resolved by arbitration in the manner described in Section 7.6 hereof.

          (d)  The Class A Limited Partners hereby waive any claim or cause of
     action against the General Partner or The May Department Stores Company, a
     New York corporation ("MDS"), with respect any actions taken by MDS with
     respect


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     to the parcel of land (the "MDS Parcel") described in Exhibit "E", attached
     hereto and made a part hereof.

          (e)  The Partnership and the Class A Limited Partnership have entered
     into a certain Agreement of even date herewith (the "Basic Agreement") by
     which the Class A Limited Partners have agreed to sell their interest in
     the Topanga Plaza Property to JMB Income Properties, Ltd. - XII.  All
     disputes relating to or arising out of the Basic Agreement shall be
     resolved in the manner provided therein. The General Partner shall be
     authorized, without being required to obtain any additional or further
     consent, to cause the Partnership to comply with its obligations under
     the Basic Agreement.

     4.10  The Partnership shall reimburse the General Partner for certain costs
and expenses (the "Management Expenses") as more fully defined in Exhibit "F",
attached hereto and made a part hereof.

                                      ARTICLE 5

     5.1  The fiscal year of the Partnership shall be January 1 to December 31.
The net profit or net loss of the Partnership shall be determined in accordance
with generally accepted accounting principles as soon as possible after the
close of each fiscal year.

     5.2  The net profits earned by the Partnership during each fiscal year
shall be credited as of the close thereof to capital accounts of the Partners in
the proportion to their respective Percentage Interests set forth in the
Schedule of Partners attached hereto as Exhibit "A".

     5.3  Any net loss incurred by the Partnership during any fiscal year shall
be debited as of the close thereof to the capital accounts of the Partners in
the proportion to their respective Percentage Interests.

     5.4  The General Partner shall have sole discretion to determine the amount
and time of distributions to Partners on account of earnings, depreciation and
otherwise, provided, however, that all "Net Cash Flow" (as hereinafter defined)
of the Partnership (determined on the basis of generally accepted accounting
principles, consistently applied) shall be distributed to the Partners, in
proportion to their respective Percentage Interests, as soon after the end of
each fiscal year as the amount thereof reasonably can be determined and paid.
The term "Net Cash Flow" shall mean all cash received by the Partnership from
all sources during a fiscal year, including, without limitation, the net
proceeds of any sale, financing or refinancing of Partnership Property, less:

          (a)  all "Management Expenses" for which the General Partner may be
     reimbursed under the terms of Section 4.10 hereof;


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          (b)  all costs of Managing the Partnership Property to the extent paid
     in cash during such fiscal year but excluding such payments to the extent
     that the amounts thereof were funded from reserves held for such purpose;

          (c)  all other operating or other expenses of the Partnership
     attributable to the Partnership Property paid in cash during such fiscal
     year, or any casualty losses to the extent that such losses are not
     reimbursed during such month by any person responsible therefor or through
     insurance maintained by the Partnership, but not including any expenses
     paid in cash to the extent that such expenses were funded from reserves
     held for such purpose;

          (d)  all cash payments made with respect to the discharge of
     Partnership indebtedness during the calendar year, including loans made by
     Partners, but excluding any payments to the extent that the amounts thereof
     were funded from reserves held for such purpose;

          (e) all reasonable amounts of reserved cash as shall be determined by
     the General Partner to be necessary or advisable for:

               (i)   the repayment of Partnership indebtedness coming due in
          such future time as shall be determined by the General Partner;

               (ii)  the Management of the Partnership Property; and

               (iii) increases in working capital and other contingencies.

     5.5  No Limited Partner shall be personally liable for any of the debts of
the Partnership, or any of the losses thereof beyond the interest of such
Limited Partner in the Partnership.

     5.6  Proper and complete books of account of the business of the
Partnership, including separate records as to Management Expenses, shall be kept
under the supervision of the General Partner at the principal place of business
of the Partnership and shall be open to inspection and available for
photocopying and the right to audit by any Limited Partner or their accredited
representatives, at such Limited Partner's expense, at any reasonable time
during business hours.

     5.7  The General Partner shall use diligent efforts to cause to be prepared
and distributed to the Limited Partners the following reports:

          (a)  Within 90 days after the end of each fiscal year of the
     Partnership, an annual report containing:


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               (i)  An audited balance sheet of the Partnership as of the end of
          such fiscal year, and audited statements of income, Partners' equity,
          and changes in financial position for the Partnership for such fiscal
          year; and

               (ii) A report of the activities of the Partnership during such
          fiscal year;

          (b)  Within 75 days after the end of each fiscal year of the
     Partnership, a report containing all information with respect to the
     Partnership and its operations during such fiscal year as the Partners will
     require for preparation of their own federal and state income tax returns,
     including a copy of each of the Partnership's federal and state information
     tax returns for such fiscal year; and

          (c)  Within 21 days after the end of each quarter, a financial report
     of the Partnership for the immediately preceding quarter, in a format
     substantially the same as the form attached hereto as Exhibit "G".

                                      ARTICLE 6

     6.1  Upon the expiration of the term of this Partnership, or at any time
during the term hereof, upon the agreement of Partners with aggregate Percentage
Interests greater than seventy-five percent (75%), the Partnership shall be
dissolved and its liabilities and obligations to creditors shall be paid or
provided for. Payment next shall be made in cash to the Partners on account of
the unpaid balance of their income accounts, and if necessary, the Partnership
shall borrow against its property as security, sufficient cash to make such
payment. The remaining assets of the Partnership shall be distributed in kind to
the Partners, in undivided interests, in proportion to their respective
Percentage Interests.

     6.2  Except for transfers which are permitted under the terms of Section
6.6 hereof, the General Partner shall not voluntarily sell or transfer
("Assign") all or any part of its general partnership interest in this
Partnership except in compliance with the applicable terms of Sections 6.3, 6.4,
6.5 and 6.6 of this Agreement.

     6.3  If the General Partner proposes to Assign its interest in this
Partnership (except for transfers which are permitted under the terms of Section
6.6 hereof), the General Partner shall comply with the applicable provisions of
Sections 6.4 and 6.5. In either event, the General Partner shall deliver written
notice of such intent (the "Marketing Notice") to the Limited Partners. The
Marketing Notice shall state the purchase price for which the General Partner
proposes to sell its interest in the Partnership. The Limited Partners shall
have a period of thirty (30) days following delivery of the Marketing Notice in
which they may request the General Partner in writing to sell all of


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the Partnership Property in lieu of such a sale of the General Partner's
interest in the Partnership. If the General Partner receives such
authorization in writing from Class A Limited Partners holding Percentage
Interests which, in the aggregate, are greater than or equal to 43.125% (the
"Sale Authorization Notice"), then the General Partner shall use diligent,
reasonable efforts to sell all the Partnership Property. The sale price for all
of the Partnership Property shall be not less than 2.353 times the sale price
proposed for the sale of the General Partner's interest, as set forth in the
Marketing Notice. The sale price for the Partnership Property under this Section
shall be payable in cash or other immediately available funds, unless otherwise
approved in writing by Class A Limited Partners holding Percentage Interests
greater than or equal to 43.125%, which approval shall not be unreasonably
withheld. The General Partner is hereby authorized to execute on behalf of the
Partnership any agreement for such a sale of all of the Partnership Property
which complies with the requirements of this Section, and the Class A Limited
Partners shall be deemed to have approved such agreement and the sale
contemplated thereby. If (a) despite such diligent, reasonable efforts, the
General Partner shall have been unable to sell all of the Partnership Property
within a three month period following the delivery of the Sale Authorization
Notice on terms authorized by this Section, or (b) if no timely Sale
Authorization Notice is given within the time permitted therefor, or (c) if the
Class A Limited Partners fail to approve, within 15 days after written request
therefor, the terms of sale proposed by the General Partner, then the General
Partner may proceed to sell its interest in this Partnership, subject to the
applicable provisions of Section 6.4 and 6.5 hereof.

     6.4  During the period beginning as of the date of this Restated
Partnership Agreement and continuing thereafter until the "Full Development
Date" (as hereinafter defined), but except for transfers which are permitted
under the terms of Section 6.6 hereof, the General Partner shall not Assign all
or any part of its general partnership interest in the Partnership without the
prior written consent of Class A Limited Partners holding, in the aggregate,
Percentage Interests greater than or equal to 34.5%. Such consent by the Class A
Limited Partners shall not be unreasonably withheld or delayed, but may be
withheld if the proposed purchaser: (a) does not have reasonable experience and
an established reputation in developing, owning and operating commercial
property of the size and the character of the Partnership Property in Southern
California or (b) does not possess reasonable financial credit in amounts
sufficient to enable it to conduct the affairs of the Partnership. Any disputes
arising under this Section concerning whether the consent of the Class A Limited
Partners was unreasonably withheld shall be resolved by arbitration pursuant to
Section 7.6 hereof. For purposes of this Article 6, the term "Full Development
Date" shall mean the date two years following the completion of two or more new
commercial buildings on the


                                          13
                                 (Next page is 13(a))

<PAGE>

Partnership Property which contain, in the aggregate, not less than 350,000
square feet of Floor Area.

     6.5  After the Full Development Date, except for transfers which are
permitted under the terms of Section 6.6 hereof, the General Partner shall not
Assign all or any part of its general partnership interest in this Partnership
except in compliance with the following terms and conditions:


                                        13(a)

<PAGE>

          (a)  If the General Partner proposes to Assign any or all of its
     partnership interest to a third party, the General Partner shall give the
     Limited Partner written notice thereof (the "Transfer Notice") which shall
     set forth in reasonable detail the terms and conditions of the proposed
     assignment of such partnership interest and the identity of the intended
     assignee, who must be a bona fide offeree and the sale to whom must be
     legally permissible. The Transfer Notice shall contain, or shall be deemed
     to contain, an offer to sell the General Partner's partnership interest or
     portion thereof covered by the Transfer Notice to the Limited Partners or
     their designees on the same terms and conditions. Such offer shall remain
     open for acceptance or rejection by the Limited Partners or their designees
     for a period of forty-five (45) days after receipt of the Transfer Notice.

          (b)  If the Limited Partners or their designees do not elect within
     such 45-day period to purchase the partnership interest of the General
     Partner, the General Partner shall thereafter be entitled to Assign its
     partnership interest or portion thereof covered by the Transfer Notice for
     a period of one hundred eighty (180) days following the expiration of such
     forty-five (45) day period, on terms and conditions no less favorable to
     the General Partner than those set forth in the Transfer Notice. If the
     General Partner's partnership interest or portion thereof covered by the
     Transfer Notice is not assigned in such manner within the 180-day period,
     then the restrictions of this Section 6.5 shall again become effective with
     respect to the General Partner's partnership interest as if no offer to
     Assign such partnership interest had been made.

          (c)  If the Limited Partners or their designees elect within said
     45-day period to purchase the partnership interest of the General Partner
     or portion thereof covered by the Transfer Notice, written notice of said
     election shall be delivered by such Limited Partners to the General Partner
     within said period and the purchase shall be consummated on the terms and
     conditions set forth in the Transfer Notice; provided, however, that the
     closing shall take place not less than sixty (60) days nor more than ninety
     (90) days after the Limited Partners deliver such notice. If more than one
     Limited Partner shall elect to purchase the partnership interest of the
     General Partner or portion thereof covered by the Transfer Notice, then the
     Limited Partners making such election shall acquire the interest of the
     General Partner or portion thereof covered by the Transfer Notice in the
     proportions which their respective Percentage Interests bear to one
     another.

          (d)  If any Limited Partner shall elect to purchase all or any portion
     of the General Partner's partnership interest pursuant to this Section and
     shall thereafter, because of its default, fail to consummate such purchase,
     then without


                                          14
<PAGE>

     limiting other rights and remedies available to the General Partner, the
     defaulting Limited Partner shall forfeit any further rights under this
     Section 6.5.

     6.6  The Limited Partners have agreed that, upon the execution and delivery
by MCI of a Guaranty in the form attached hereto as Exhibit "H", MCI may
transfer its interest in the Partnership (both as the General Partner and as the
Class B Limited Partner) to Topanga Properties, Inc., a Delaware corporation
("TPI") which is a wholly owned subsidiary of MCI. Thereafter, the rights of the
Limited Partners under Sections 6.2, 6.3, 6.4 and 6.5 shall not apply to any
subsequent sale, transfer or assignment by the General Partner to any
"Affiliate". For purposes of this Restated Partnership Agreement, the term
"Affiliate" shall mean any of the following: (a) MDS; (b) MCI; (c) any wholly
owned subsidiary of either MDS, MCI or TPI; or (d) any entity in which either
MDS, MCI or TPI or their respective, wholly owned subsidiaries own at least
twenty-five percent (25%) of the voting control thereof and over which MDS, MCI
or TPI or their subsidiaries, as the case may be, has effective control. Any
transfer of stock or of a partnership interest in an Affiliate which reduces the
interest of MDS, MCI, TPI or their subsidiaries to less than twenty-five
percent (25%) shall be subject to the rights of the Limited Partners under this
Article 6.

     6.7  Upon the sale or transfer by the General Partner of its interest in
the Partnership, the selling General Partner shall be released from all
obligations under this Agreement accruing after the effective date of such sale
or transfer, but the selling General Partner shall remain liable for all
obligations accruing prior thereto.

                                      ARTICLE 7

     7.1  Any notice or other document required or permitted to be given
hereunder to any of the Partners by the other, shall be in writing and delivered
personally or sent by registered mail, postage prepaid, return receipt
requested, or any overnight courier service to the address for such Partner set
forth in the Schedule of Partners attached hereto as Exhibit "A".

     7.2  Any Partner shall have the right at any time, and from time to time,
to designate another address for the service of notices, by written notice given
to the other Partners in the manner provided in Section 7.1. Any notice,
report, request, instruction, consent, or other document given pursuant to this
Article 7 shall be deemed for all purposes to have been given on the date the
same was personally delivered or the date such notice was either deposited in
the United States mail as registered mail, with postage thereon fully prepaid,
or deposited with an overnight courier service.

     7.3  The Partners agree to execute any further instruments, and to perform
any further acts which are or may become necessary


                                          15

<PAGE>

to effectuate and carry out the purposes of this Partnership, as set forth in
this Restated Partnership Agreement.

     7.4  The Partners agree to execute, acknowledge, and cause to be recorded
in the manner prescribed by the Act, any amendment to this Restated Partnership
Agreement which may be required by law as a result of any change in the status
of the Partnership, or a cancellation of this Restated Partnership Agreement, as
required by the Act, when the Partnership is dissolved.

     7.5  Any action to be taken, or any approval or consent to be given by the
Limited Partners shall require that such action, approval or consent shall not
be unreasonably withheld or delayed, except as provided in Section 4.8. The
Class A Limited Partners hereby appoint Stanley K. Sheinbaum and Warner LeRoy
as their representatives (the "Limited Partner Representatives") for the purpose
of taking such actions or giving such consents or approvals on their behalf, in
accordance with the Agency Agreement of even date herewith executed by the Class
A Limited Partners. The General Partner may rely upon any written action,
consent or approval signed by both Limited Partner Representatives, as the
binding act of the Class A Limited Partners, as provided in said Agency
Agreement.

     7.6  Arbitration shall be the sole and exclusive remedy available under
this Agreement where a controversy has arisen between the Partners with respect
to a claim by any Partner that consent or approval has been unreasonably
withheld or delayed and then only in those instances where this Agreement or
applicable law provides that consent or approval shall not be unreasonably
withheld or delayed. Such arbitration proceedings shall be conducted in the
following manner:

          (a)  When a request is made by a Partner (the "First Partner") to the
     other Partner (the "Second Partner") for the consent or approval of the
     Second Partner, and the Second Partner fails to grant such consent or
     approval or fails to respond thereto within the time specifically set forth
     in this Agreement, or if not so specified, within 20 days after delivery of
     such request, and the First Partner believes that such consent or approval
     was unreasonably withheld or delayed, then after expiration of the
     appropriate period, the First Partner may request arbitration by notifying
     the Second Partner in writing of the following: (i) the First Partner's
     desire to arbitrate, (ii) the basis on which the First Partner claims that
     the withholding of consent or approval was unreasonable, (iii) the First
     Partner's arguments in support thereof briefly stated (although the First
     Partner will not be foreclosed from advancing other and additional
     arguments at the time of the arbitration hearing), and (iv) the names of
     three persons, one of whom is to be selected as the arbitrator.

          (b)  Within seven days after receipt of said notice, the Second
     Partner shall deliver a notice to the First Partner containing the same
     information, according to its ver-


                                          16
<PAGE>

     sion; if any of the three proposed arbitrators is satisfactory, that
     statement shall also be made, naming the satisfactory arbitrator.

          (c)  If there is any difference between the Partners concerning the
     issue or issues or the arbitrator, and if they are unwilling or unable to
     resolve those matters within seven days after the First Partner receives
     the reply notice from the Second Partner, the dispute concerning the issue
     or issues shall be determined by the arbitrator; and if the name of the
     arbitrator has not been selected or agreed to, either Partner may apply for
     designation of an arbitrator in accordance with Section 1281.6 of the
     California Code of Civil Procedure or any successor California statute
     pertaining to the court appointment of arbitrators.

          (d)  The place of arbitration shall be Los Angeles, California, unless
     the Partners select in writing another mutually satisfactory location.

          (e)  The arbitrator shall notify the Partners as promptly as feasible
     after the arbitrator has been selected as to the date, time, place of
     hearing and any other matters which the arbitrator deems necessary. The
     arbitrator shall determine all of the rules to be followed in connection
     with the arbitration hearing. The arbitration award shall be rendered in
     writing as soon after the conclusion of the arbitration hearing as may be
     feasible, and in no event later than ten days thereafter.

          (f)  The arbitrator shall not have the right to add to, subtract from,
     change or otherwise alter this Agreement or any term hereof, and
     particularly the arbitrator shall not have the right to include damages as
     part of the award. The sole effect of a finding by the arbitrator that a
     consent or approval was unnecessarily withheld shall be that such consent
     or approval shall be deemed to have been granted.

          (g)  The cost of arbitration, including, without limitation, the
     arbitrator's fees and expenses, and the reasonable attorneys' fees and
     costs incurred by the prevailing party in such arbitration, shall be paid
     by the nonprevailing party in such arbitration.

          (h)  The Commercial Rules of the American Arbitration Association,
     including the Expedited Procedures, shall be applied in any arbitration
     hereunder, to the extent such Rules and Procedures are not inconsistent
     with this Section 9.4.

     7.7  As used in this Restated Partnership Agreement, the following terms
shall have the meanings indicated below, unless the context in which such term
is used clearly requires a different meaning:

          (a)  "Act" shall have the meaning set forth in Section 1.1.


                                          17

<PAGE>

          (b)  "Affiliate" shall have the meaning set forth in Section 6.6.

          (c)  "Assign" shall have the meaning set forth in Section 6.2.

          (d)  "Capital Expenditures Limit" shall have the meaning set forth in
     Section 4.7.

          (e)  "Class A Limited Partners" shall have the meaning set forth in
     Section 4.1.

          (f)  "Class B Limited Partners" shall have the meaning set forth in
     Section 4.1.

          (g)  "Conflicts of Interest" shall have the meaning set forth in
     Section 4.9.

          (h)  "Direct Payroll Costs" shall have the meaning set forth in
     Section 4.10.

          (i)  "First Partner" shall have the meaning set forth in Section 7.6.

          (j)  "Full Development Date" shall have the meaning set forth in
     Section 6.4.

          (k)  "General Partner" shall mean the Partner designated as the
     general partner in the Schedule of Partners, attached hereto as Exhibit
     "A", and its permitted successors and assigns.

          (l)  "Hotel Letter" shall have the meaning set forth in Section 4.7.

          (m)  "Indirect Payroll Costs" shall have the meaning set forth in
     Section 4.10.

          (n)  "LDC" shall have the meaning set forth in Section 4.7.

          (o)  "Limited Partners" shall mean the Partners designated as limited
     partners in the Schedule of Partners, attached hereto as Exhibit "A", and
     their respective successors and assigns.

          (p)  "Limited Partner Representatives" shall have the meaning set
     forth in Section 7.5.

          (q)  "Lowe Agreement" shall have the meaning set forth in Section 4.7.

          (r)  "Manage" shall have the meaning set forth in Section 2.1.

          (s)  "Management" shall have the meaning set forth in Section 4.6.


                                          18
<PAGE>

          (t)  "Management Expenses" shall have the meaning set forth in Section
     4.10.

          (u)  "Marketing Notice" shall have the meaning set forth in Section
     6.3.

          (v)  "MCI" shall have the meaning set forth in the Preamble.

          (w)  "MDS" shall have the meaning set forth in Section 4.9.

          (x)  "MDS Parcel" shall have the meaning set forth in Section 4.9.

          (y)  "Net Cash Flow" shall have the meaning set forth in Section 5.4.

          (z)  "Original Partners" shall have the meaning set forth in Recital
     Paragraph A.

          (aa) "Original Partnership Agreement" shall have the meaning set forth
     in Recital Paragraph A.

          (bb) "Partners" shall have the meaning set forth in the Preamble.

          (cc) "Partnership" shall have the meaning set forth in Section 1.1.

          (dd) "Partnership's Share" shall have the meaning set forth in Section
     4.10.

          (ee) "Partnership Property" shall have the meaning set forth in
     Section 2.1.

          (ff) "Percentage Interest" shall have the meaning set forth in Section
     4.1.

          (gg) "Related Party" shall have the meaning set forth in Section 4.8.

          (hh) "Restated Partnership Agreement" shall have the meaning set forth
     in the Preamble.

          (ii) "Sale Authorization Notice" shall have the meaning set forth in
     Section 6.3.

          (jj) "Second Partner" shall have the meaning set forth in Section 7.6.

          (kk) "Topanga Plaza Property" shall have the meaning set forth in
     Section 4.9.

          (ll) "TPI" shall have the meaning set forth in Section 6.6.


                                          19

<PAGE>

          (mm) "Transfer Notice" shall have the meaning set forth in
     Section 6.5.

     7.8  The following Exhibits are attached to this Restated Partnership
Agreement and are made a part hereof by these words of reference:

          Exhibit "A" - Schedule of Partners

          Exhibit "B" - Legal Description of Partnership Property

          Exhibit "C" - [Intentionally Omitted]

          Exhibit "D" - Legal Description of Topanga Plaza Property

          Exhibit "E" - Legal Description of MDS Parcel

          Exhibit "F" - Management Expenses

          Exhibit "G" - Form of Quarterly Reports

          Exhibit "H" - Form of Guaranty

     7.9  If any Partner incurs attorneys' fees or costs as a result of an
action in connection with a default under this Restated Partnership Agreement by
another Partner, then the aggrieved Partner shall be entitled to recover
reasonable attorneys' fees and costs incurred by such aggrieved Partner in
connection with such default. Except as set forth herein, this Agreement shall
be construed and enforced in accordance with the laws of the State of California
and shall inure to the benefit of, and shall be binding upon, the permitted
successors and assigns of each of the Partners.

     IN WITNESS WHEREOF, the Partners have executed this Restated Partnership
Agreement, in counterparts, as of the date first above written.

                                   GENERAL PARTNER:

                                        May Centers, Inc.


                                        By /s/ Louis J. Garr, Jr.
                                          --------------------------------------
                                          Louis J. Garr, Jr.
                                          Vice President

                                        By /s/ Thomas E. Frost
                                          --------------------------------------
                                          Thomas E. Frost
                                          Assistant Secretary


                                          20
<PAGE>

                       (Signature pages to Amended and Restated
                           Partnership Agreement continued)

                                   CLASS A LIMITED PARTNERS:

                                        /s/ William H. Downs, Trustee
                                        ----------------------------------------
                                        William H. Downs, Trustee for
                                        Lewis Brian Vidor

                                        /s/ Arthur E. Goetz
                                        ----------------------------------------
                                        Arthur E. Goetz, Trustee for
                                        Quentin Charles Vidor

                                        /s/ Linda LeRoy Janklow
                                        ----------------------------------------
                                        Linda LeRoy Janklow

                                        /s/ A.R. Kimbrough
                                        ----------------------------------------
                                        A.R. Kimbrough, Trustee for
                                        Debora Cassie Pool

                                        /s/ Karen Jo Silverstein
                                        ----------------------------------------
                                        Karen Jo Silverstein

                                        /s/ A.R. Kimbrough
                                        ----------------------------------------
                                        A.R. Kimbrough, Trustee for
                                        Matthew Warner Sperling

                                        /s/ Mervyn LeRoy
                                        By HIS ATTORNEY IN FACT
                                        ----------------------------------------
                                        Mervyn LeRoy

                                        /s/ Warner Lewis LeRoy
                                        ----------------------------------------
                                        Warner Lewis LeRoy

                                        /s/ Rita Rend Roedling
                                        ----------------------------------------
                                        Rita Rend Roedling

                                        /s/ Stanley K. Sheinbaum
                                        ----------------------------------------
                                        Stanley Sheinbaum


                                        Stusan, a limited partnership


                                        By /s/ Stanley K. Sheinbaum
                                          --------------------------------------
                                          Stanley K. Sheinbaum
                                          Managing Partner
                                          /s/ Susan S. Cato


                                          21
<PAGE>

                       (Signature pages to Amended and Restated
                           Partnership Agreement continued)

                                        /s/ Lewis Brian Vidor
                                        ----------------------------------------
                                        Lewis Brian Vidor

                                        /s/ Quentin Charles Vidor
                                        ----------------------------------------
                                        Quentin Charles Vidor

                                   CLASS B LIMITED PARTNER:

                                        May Centers, Inc.

                                        By /s/ William E. Grafstrom
                                          --------------------------------------
                                          William E. Grafstrom
                                          Chairman

                                        By /s/ Thomas E. Frost
                                          --------------------------------------
                                          Thomas E. Frost
                                          Assistant Secretary


                                          22