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                                                                  EXHIBIT 10.21

                          REGISTRATION RIGHTS AGREEMENT


          REGISTRATION RIGHTS AGREEMENT, dated as of May 21, 1997 (this 
"Agreement"), among Westfield America, Inc., a Missouri corporation (the 
"Company"), Westfield Holdings Limited, an Australian public corporation 
("WHL"), for the benefit of WHL and each of its subsidiaries (collectively, 
"Westfield Holdings").  Capitalized terms used but not otherwise defined 
herein have their respective meanings set forth in Section 1 of this 
Agreement.

                              W I T N E S S E T H:

          WHEREAS, the Company plans to commence an underwritten initial 
public offering (the "Public Offering") of shares of Common Stock, par value 
$.01 per share (the "Common Stock"), of the Company;

          WHEREAS, in connection with the Public Offering, the Company 
desires to enter into various agreements with WHL and certain of its 
subsidiaries or amend existing contractual arrangements with such entities;

          WHEREAS,  the parties hereto desire to enter into this Agreement 
for the purpose of providing for certain registration rights for the benefit 
of the holders of Registrable Securities; and

          WHEREAS, the execution and delivery of this Agreement is a 
condition precedent to the various agreements and amendments with Westfield 
Holdings in connection with the Public Offering.

          NOW, THEREFORE,  in consideration of the mutual covenants and 
undertakings contained herein, and for other good and valuable consideration, 
the receipt and sufficiency of which are hereby acknowledged, and subject to 
and on the terms and conditions set forth, the parties hereto hereby agree as 
follows:

          1.  DEFINITIONS.  For purposes of this Agreement, the following 
terms shall have the following respective meanings:

          AFFILIATE:  As applied to any Person, any Person directly or 
indirectly controlling or controlled by or under common control with such 
Person.

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          BOARD:  The Board of Directors of the Company.

          BUSINESS DAY:  Each day other than a Saturday, a Sunday or any 
other day on which banking institutions in the City of New York are 
authorized or obligated by law or executive order to be closed.

          COMMISSION:  The Securities and Exchange Commission and any 
successor federal agency having similar powers.

          COMMON STOCK:  As defined in the first recital of this Agreement.

          COMPANY:  As defined in the introductory paragraph of this 
Agreement.

          EFFECTIVENESS DATE:  The three-year anniversary of the closing of 
the Public Offering.

          EFFECTIVENESS PERIOD:  As defined in Section 2.1(a).
          
          INITIAL SHELF REGISTRATION:  As defined in section 2.1(a).

          INITIATING HOLDER:  WHL and each subsidiary of WHL that holds or 
will hold Registrable Securities or any transferee or transferees to whom 
Registrable Securities shall have been transferred holding in the aggregate 
at least 50% of the total number of Registrable Securities outstanding at the 
time of any request pursuant to section 2.2.

          OTHER SECURITIES:  Any stock (other than Common Stock) and any 
other securities of the Company or any other Person (corporate or otherwise) 
which the holders of the Registrable Securities at any time shall be entitled 
to receive, or shall have received, in lieu of or in addition to Common 
Stock, or which at any time shall be issuable or shall have been issued in 
exchange for or in replacement of Common Stock. 

          PERSON:  Any individual, firm, corporation, partnership, trust, 
incorporated or unincorporated association, joint venture, joint stock 
company, limited liability company, government (or an agency or political 
subdivision thereof) or other entity of any kind,  including any successor 
(by merger or otherwise) of such entity.

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          PUBLIC OFFERING:  As defined in the first recital of this Agreement.
     
          REGISTRABLE SECURITIES:  (i) The shares of Common Stock (or Other 
Securities) held by Westfield Holdings upon completion of the Public 
Offering, (ii) any other shares of Common Stock (or Other Securities)  
thereafter acquired by Westfield Holdings and (iii) any securities issued or 
issuable with respect to such shares of Common Stock (or Other Securities) by 
way of stock dividend or stock split or in connection with a combination of 
shares, recapitalization, merger, consolidation or other reorganization or 
otherwise.  As to any particular Registrable Securities, such securities 
shall cease to be Registrable Securities when (i) a registration statement 
with respect to the sale of such securities shall have become effective under 
the Securities Act and such securities shall have been disposed of in 
accordance with such registration statement, (ii) such securities shall have 
been distributed to the public pursuant to Rule 144 (or any successor 
provision) under the Securities Act, (iii) such securities shall have been 
otherwise transferred, new certificates for them not bearing a legend 
restricting further transfer shall have been delivered by the Company and in 
the opinion of counsel to the Company reasonably acceptable to the holder of 
such Registrable Security, each in their reasonable judgment, the subsequent 
disposition of them shall not require registration or qualification of them 
under the Securities Act or any similar state law then enforced, (iv) such 
securities shall have ceased to be outstanding, or (v) such securities may be 
sold or transferred pursuant to Rule 144(k) (or any similar provisions then 
in force) under the Securities Act.

          REGISTRATION EXPENSES:  All expenses incident to the Company's 
performance of or compliance with sections 2 and 3, including, without 
limitation, all registration, filing and National Association of Securities 
Dealers, Inc. fees, all fees and expenses of complying with securities or 
blue sky laws and the preparation of a blue sky memorandum, all word 
processing, duplicating and printing expenses, messenger and delivery 
expenses, the fees and disbursements of counsel for the Company and of its 
independent public accountants, including the expenses of any special audits 
or "comfort" letters required by or incident to such performance and 
compliance, the reasonable fees and disbursements of one special counsel 
retained by the holders of the Registrable Securities being registered, fees 
and disbursements of underwriters customarily paid by issuers or sellers of 
securities, but excluding underwriting discounts and commissions, and fees 
and expenses of any Person, including special experts, retained by the 
Company and the Initiating Holders, PROVIDED that, in any case where 
Registration Expenses are not to be borne by the Company, such expenses shall 
not include salaries of Company personnel or general overhead expenses 

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of the Company, auditing fees, or other expenses for the preparation of 
financial statements or other data normally prepared by the Company in the 
ordinary course of its business or which the Company would have incurred in 
any event. 

          REQUIRED HOLDERS.  Westfield Holdings or the holders of at least 
25% of the Registrable Securities.
          
          SECURITIES ACT:  The Securities Act of 1933, as amended, or any 
similar federal statute, as at the time in effect, and any reference to a 
particular section of such Act shall include a reference to the comparable 
section, if any, of any such similar federal statute.

          SHELF REGISTRATION:  A "shelf" registration for an offering to be 
made on a continuous basis pursuant to Rule 415 of Regulation C (17 C.F.R. 
Section 240.415) promulgated under the Securities Act, or similar rule that 
may be adopted by the Commission.

          SUBSEQUENT SHELF REGISTRATION:  As defined in section 2.1(b).
     
          2.  REGISTRATION UNDER SECURITIES ACT, ETC.  2.1  SHELF 
REGISTRATIONS. (a)  INITIAL SHELF REGISTRATION.  The Company agrees that, 
upon the request of any Initiating Holder made at any time after the 
Effectiveness Date,  the Company shall use all reasonable efforts to prepare 
and cause to be filed with the Commission a registration statement for a 
Shelf Registration covering up to the aggregate number of Registrable 
Securities and permitting sales in ordinary course brokerage or dealer 
transactions (the "Initial Shelf Registration") on or as soon as practicable 
after the Effectiveness Date.  The Company agrees to use all reasonable 
efforts to cause the Initial Shelf Registration to be declared effective 
under the Securities Act within three months after it is filed with the 
Commission (the "Initial Shelf Registration Statement").  The Initial Shelf 
Registration Statement shall be on a Form S-3 or other appropriate form 
permitting registration of such Registrable Securities for resale by such 
holders in the manner or manners designated by them (including, without 
limitation, one or more underwritten offerings).  The Company shall use all 
reasonable efforts to keep the Initial Shelf Registration Statement 
continuously effective under the Securities Act for the period ending when 
(x) all Registrable Securities covered by the Initial Shelf Registration 
Statement have been sold pursuant thereto, (y) no Registrable Securities 
remain outstanding, or (z) a Subsequent Shelf Registration covering all of 
the Registrable Securities has been declared effective under the Securities 
Act.

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          (b)  SUBSEQUENT SHELF REGISTRATIONS.  If the Initial Shelf 
Registration or any Subsequent Shelf Registration ceases to be effective for 
any reason at any time during the Effectiveness Period (other than pursuant 
to clauses (x) or (y) of section 2.1(a)), the Company shall use every 
reasonable effort to obtain the prompt withdrawal of any order suspending the 
effectiveness thereof, and in any event within 120 days of such cessation of 
effectiveness, amend such Shelf Registration in a manner reasonably expected 
to obtain the withdrawal of such order or file an additional Shelf 
Registration covering all of the Registrable Securities (a "Subsequent Shelf 
Registration").  If a Subsequent Shelf Registration is filed, the Company 
shall use all reasonable efforts to cause the Subsequent Shelf Registration 
to be declared effective as soon as practicable after such filing and to keep 
such registration statement effective for a period equal to the Effectiveness 
Period less the aggregate number of days during which the Initial Shelf 
Registration or any Subsequent Shelf Registration was previously effective.

          (c)  REGISTRATION RIGHTS EXCLUSIVE.  The Company will not register 
securities for sale for the account of any Person other than holders of 
Registrable Securities, and will not register any securities other than 
Registrable Securities in any registration of Registrable Securities pursuant 
to this section 2.1.  The Company will not grant to any Person the right to 
request a registration of securities not permitted by this subdivision (c).

          (d)  SUPPLEMENTS AND AMENDMENTS.  The Company shall supplement and 
amend the Initial Shelf Registration or any Subsequent Shelf Registration if 
required by the rules, regulations or instructions applicable to the 
registration form used by the Company for such Shelf Registration, if 
required by the Securities Act or if reasonably requested by any underwriter 
of such Registrable Securities.  Notwithstanding the foregoing, but subject 
to the rights of holders of Registrable Securities under section 2.3,  if the 
Company shall furnish to the Initiating Holders a certificate signed by a 
President or an Executive Vice President of the Company stating that in the 
good faith judgment of the Board it would be significantly disadvantageous to 
the Company and its shareholders for any such Shelf Registration Statement to 
be amended or supplemented, the Company may defer such amending or 
supplementing of such Shelf Registration Statement for not more than 60 days 
and in any such event the holders shall be required to discontinue 
disposition of any Registrable Securities covered by such Shelf Registration 
Statement during such period.

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          2.2  REGISTRATION ON REQUEST.  (a)  REQUEST.  At any time after the 
Effectiveness Date, upon the written request of one or more Initiating 
Holders, requesting that the Company effect the registration under the 
Securities Act (which shall be a Shelf Registration if requested by the 
Initiating Holders), of all or part of such Initiating Holders' Registrable 
Securities and specifying the intended method or methods of disposition 
thereof, the Company will promptly, but in any event within 20 days, give 
written notice of such requested registration to all holders of Registrable 
Securities and thereupon will use all reasonable efforts to effect the 
registration under the Securities Act of all Registrable Securities of the 
Initiating Holders requested to be registered within 15 days after receipt of 
the Company's notice, all to the extent required to permit the disposition 
(in accordance with the intended methods thereof as aforesaid) of Registrable 
Securities so to be registered, PROVIDED that the Company shall not be 
required to effect a registration pursuant to this section 2.2 until a period 
of six months shall have elapsed from the effective date of the most recent 
registration previously effected pursuant to this section 2.2, and PROVIDED 
further that, the Company shall not be required to effect more than three 
such registrations in the aggregate at the request of Initiating Holders 
pursuant to this section 2.2.  Notwithstanding the foregoing, but subject to 
the rights of holders of Registrable Securities under section 2.3, if the 
Company shall furnish to the Initiating Holders a certificate signed by a 
President or an Executive vice President of the Company stating that in the 
good faith judgment of the Board it would be significantly disadvantageous to 
the Company and its shareholders for such registration statement to be filed 
on or before the filing which would otherwise be required pursuant to this 
section 2.2, the Company may defer the filing (but not the preparation) of 
the registration statement which is required to effect any registration 
pursuant to this section 2.2 for an additional period of not more than 60 
days following the anticipated filing of such registration statement, 
PROVIDED that at all times the Company is in good faith using all reasonable 
efforts to cause such registration statement to become effective.       
 
          (b)  REGISTRATION STATEMENT FORM.  Each registration requested 
pursuant to this section 2.2 shall be effected by the filing of a 
registration statement on any form which the Company is eligible to use, such 
form (which form shall be suitable for a Shelf Registration, if applicable) 
to be selected by the Company after consultation with counsel and notice of 
such selection of such form to be delivered to the holders of all Registrable 
Securities eligible to participate in such registration.  Such selection 
shall be final unless the use of such form has been objected to in writing by 
the Required Holders.

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          (c)  EFFECTIVE REGISTRATION STATEMENT.  A registration requested 
pursuant to this section 2.2 shall not be deemed to be effected unless it has 
been declared effective by the Commission or otherwise becomes effective, 
PROVIDED that a registration which does not become effective after the 
Company has filed a registration statement with respect thereto solely by 
reason of the refusal to proceed of all of the Initiating Holders (other than 
any refusal to proceed based upon (i) the advice of their counsel that the 
registration statement, or the prospectus contained therein, contains an 
untrue statement of a material fact or omits to state a material fact 
required to be stated therein or necessary to make the statements therein not 
misleading in light of the circumstances then existing or (ii) the discovery 
of a material adverse change in the condition, business or prospects of the 
Company from that known to the Initiating Holders at the time of their 
request that makes the proposed offering unreasonable in the good faith 
judgment of such Holders) shall be deemed to have been effected by the 
Company at the request of such holders.  Notwithstanding the foregoing, a 
registration requested pursuant to this section 2.2 shall not be deemed to 
have been effected for purposes of this section 2.2 if

          (i)   the registration does not remain effective for a period of at
     least 120 days (or one year, in the case of a Shelf Registration) or, if
     earlier, until all the Registrable Securities requested to be registered in
     connection therewith were sold, or

          (ii)  after it has become effective, such registration is interfered
     with by any stop order, injunction or other order or requirement of the
     Commission or other governmental agency or court for any reason prior to
     the sale of at least 85% of the securities to be sold pursuant to such
     registration statement, or

          (iii) the conditions to closing specified in the purchase agreement
     or underwriting agreement entered into in connection with such registration
     are not satisfied, other than by reason of some act or omission by the
     holders of the Registrable Securities that were to have been registered.

          (d)  REGISTRATION RIGHTS EXCLUSIVE.  The Company will not register
securities for sale for the account of any Person other than holders of
Registrable Securities, and will not register any securities other than
Registrable Securities in any registration of Registrable Securities requested
by one or more holders pursuant to this section 2.2, unless permitted to do so
by the written 

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consent of the Required Holders.  The Company will not grant to any Person 
the right to request a registration of securities not permitted by this 
subdivision (d).

          (e)  OTHER REQUESTS.  Upon the written request of one or more 
holders of Registrable Securities (other than Initiating Holders), requesting 
that the Company effect the registration under the Securities Act of all or 
part of such holders' Registrable Securities and specifying the intended 
method or methods of disposition thereof, the Company will promptly, but in 
any event within 20 days, give written notice of such requested registration, 
including the names and addresses of such requesting holders, to all holders 
of Registrable Securities but shall not have any obligation to effect any 
registration pursuant to such request until it has received a request of 
Initiating Holders pursuant to section 2.2(a).
     
          2.3  INCIDENTAL REGISTRATION.  (a)  At any time after the 
Effectiveness Date, If the Company at any time proposes to register any of 
its equity securities under the Securities Act (other than pursuant to 
section 2.2 or on Form S-8, Form S-4 or any successor forms thereto), whether 
or not for sale for its own account, it will each such time give prompt 
written notice to all holders of Registrable Securities of its intention to 
do so, which notice shall be given to all such holders at least 30 days prior 
to the date such registration is proposed to be consummated, and, upon the 
written request of any such holder made within 15 days after the receipt of 
any such notice (which request shall specify the Registrable Securities 
intended to be disposed of by such holder and the intended method of 
disposition thereof), the Company will use all reasonable efforts to effect 
the registration under the Securities Act of all Registrable Securities which 
the Company has been so requested to register by the holders thereof, on the 
same terms and conditions as the equity securities of the Company or, if such 
offering is for the account of other shareholders, the equity securities 
included therein, to the extent required to permit the disposition (in 
accordance with the intended methods thereof as aforesaid) of the Registrable 
Securities so to be registered, PROVIDED that if, at any time after giving 
written notice of its intention to register any securities and prior to the 
effective date of the registration statement filed in connection with such 
registration, the Company shall determine for any reason not to register such 
securities, the Company may, at its election, give written notice of such 
determination to each holder of Registrable Securities and, thereupon, shall 
be relieved of its obligation to register any Registrable Securities in 
connection with such registration, without prejudice, however, to the rights 
of any holder or holders of Registrable Securities to request that such 
registration be effected as a registration upon request under section 2.2. 
Notwithstanding the foregoing, if the Initial Shelf 

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Registration or any Subsequent Shelf Registration is then in effect, the 
Company shall have no obligation to effect the registration of Registrable 
Securities under this section 2.3 unless the securities proposed to be 
registered by the Company are to be disposed of in an underwritten public 
offering. 

          (b)  If the securities proposed to be registered by the Company are 
to be disposed of in an underwritten public offering, such notice of the 
Company's intention to register such securities shall designate the proposed 
underwriters of such offering (which shall be one or more underwriting firms 
of recognized national standing) and shall contain the Company's agreement to 
use all reasonable efforts, if requested to do so, to arrange for such 
underwriters to include in such underwriting the Registrable Securities which 
the Company has been so requested to register pursuant to this section 2.3, 
it being understood that the holders of such Registrable Securities shall 
have no right to select different underwriters for the disposition of their 
Registrable Securities.

          (c)  No registration effected under this section 2.3 shall relieve 
the Company from its obligation to effect registrations upon request under 
section 2.2 or to effect the Initial Shelf Registration or any Subsequent 
Shelf Registration pursuant to section 2.1.

          (d)  If a requested registration pursuant to this section 2.3 
involves an underwritten offering, and the managing underwriter shall advise 
the Company in writing (with a copy to each holder of Registrable Securities 
requesting registration) that, in its opinion, the number of securities 
requested to be included in such registration exceeds the number which can be 
sold in such offering within a commercially reasonable price range (such 
writing to state the basis of such opinion and the approximate number of 
shares of securities which may be included in such offering without such 
effect), the Company will include in such registration, to the extent of the 
number of securities which the Company is so advised can be sold in such 
offering, (i) first, securities that the Company proposes to issue and sell 
for its own account, (ii) second, Registrable Securities requested to be 
registered by the holders thereof pursuant to this section 2.3, pro rata 
among such holders on the basis of the number of shares of Common Stock 
proposed to be registered by such holders, and (iii) third, all other 
securities proposed to be registered.

          2.4  REGISTRATION PROCEDURES.  If and whenever the Company is 
required to use its best efforts to effect the registration of any 
Registrable 

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Securities under the Securities Act as provided in section 2, the Company 
will promptly:

               (a)  prepare and file with the Commission as promptly as
     practicable, but in any event not later than 90 days (or such longer period
     as may be required in order for the Company to comply with the applicable
     provisions under the Securities Act) after receipt of a request to file a
     registration statement with respect to Registrable Securities, a
     registration statement with respect to such Registrable Securities and use
     all reasonable efforts to cause such registration statement to become
     effective; PROVIDED, HOWEVER, that if the Company shall furnish to the
     Initiating Holders making such a request a certificate signed by a
     President or Executive Vice President of the Company stating that in the
     good faith judgment of the Board it would be significantly disadvantageous
     to the Company and its shareholders for such registration statement to be
     filed on or before the date such filing would be required, the Company
     shall have an additional period of not more than 60 days within which to
     file such registration statement; and PROVIDED, FURTHER,  that before
     filing a registration statement or prospectus or any amendments or
     supplements thereto, the Company shall provide each holder of Registrable
     Securities being registered in such registration and any attorney retained
     by such holder with an adequate and appropriate opportunity to participate
     in the preparation of such registration statement and each prospectus
     included therein (and each amendment or supplement thereto) to be filed
     with the Commission;

               (b)  prepare and file with the Commission such amendments, post-
     effective amendments and supplements to such registration statement and the
     prospectus used in connection therewith as may be necessary to keep such
     registration statement effective (or, in the case of a Shelf Registration,
     continuously effective) and to comply with the rules, regulations or
     instructions of the registration form utilized by the Company, the
     Securities Act and the rules and regulations thereunder with respect to the
     disposition of all Registrable Securities and other securities covered by
     such registration statement until the earlier of such time as all of such
     Registrable Securities have been disposed of in accordance with the
     intended methods of disposition by the seller or sellers thereof set forth
     in such registration statement or the expiration of six months (nine
     months, in the case of a Shelf Registration) after such registration
     statement becomes effective or, in the case of the Initial Shelf
     Registration or any 

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     Subsequent Shelf Registration, for the remainder of the Effectiveness 
     Period (but not before the expiration of the 90-day period referred to 
     in Section 4(3) of the Securities Act and Rule 174 thereunder, if 
     applicable); and will furnish to each such seller prior to the filing
     thereof a copy of any amendment, post-effective amendment or supplement to
     such registration statement or prospectus and shall not file any such
     amendment, post-effective amendment or supplement to which any such seller
     or holder 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 or of the rules or regulations
     thereunder;

               (c)  furnish to each seller of such Registrable Securities such
     number of conformed copies of such registration statement and of each such
     amendment, post-effective amendment and supplement thereto (in each case
     including all exhibits), such number of copies of the prospectus included
     in such registration statement (including each preliminary prospectus and
     any summary prospectus), in conformity with the requirements of the
     Securities Act, such documents, if any, incorporated by reference in such
     registration statement or prospectus, and such other documents, as such
     seller may reasonably request;

               (d) promptly prior to the filing of any document which is to be
     incorporated by reference into the registration statement or the prospectus
     (after initial filing of the registration statement), provide copies of
     such document to counsel to each seller of Registrable Securities, make the
     Company's representatives available for discussion of such document and
     make such changes in such document prior to the filing thereof as counsel
     for such selling holders may reasonably request;

               (e)  use all reasonable efforts to register or qualify all
     Registrable Securities and other securities covered by such registration
     statement under such other securities or blue sky laws of such
     jurisdictions as each seller of such Registrable Securities shall
     reasonably request, to keep such registration or qualification in effect
     for so long as such registration statement remains in effect, and do any
     and all other acts and things which may be necessary or advisable to enable
     such seller to consummate the disposition in such jurisdictions of its
     Registrable Securities covered by such registration statement, except that
     the Company shall not for any such purpose be required to (i) qualify
     generally to do business as a foreign corporation in any jurisdiction
     wherein it would not but 

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     for the requirements of this subdivision (e) be obligated to be so 
     qualified, (ii) subject itself to taxation in any such jurisdiction, or 
     (iii) consent to general service of process in any such jurisdiction;

               (f)  cooperate with the sellers of such Registrable Securities to
     facilitate the timely preparation and delivery of certificates representing
     Registrable Securities to be sold and enable such Registrable Securities to
     be registered in such names as such sellers may request at least two
     Business Days prior to any sale of Registrable Securities;

               (g)  use all reasonable efforts to cause such Registrable 
     Securities to be registered with or approved by such other governmental 
     agencies or authorities as may be necessary to enable each seller thereof 
     to consummate the disposition of such Registrable Securities;

               (h)  furnish to each seller of such Registrable Securities a
     signed counterpart, addressed to such seller, of (i) an opinion of counsel
     for the Company, dated the effective date of such registration statement
     (and, if such registration includes an underwritten public offering, dated
     the date of the closing under the underwriting agreement) and (ii) a
     "comfort" letter, dated the effective date of such registration statement
     (and, if such registration includes an underwritten public offering, dated
     the date of the closing under the underwriting agreement), 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 such accountants' letter,
     with respect to events subsequent to the date of such financial statements,
     as are customarily covered in opinions of issuer's counsel and in
     accountants' letters delivered to underwriters in underwritten public
     offerings of securities and, in the case of the accountants' letter, such
     other financial matters, as such seller may reasonably request;

               (i)  immediately notify each seller of such Registrable
     Securities and (if requested by any such seller) confirm such advice in
     writing, (i) when or if the prospectus or any prospectus supplement or
     post-effective amendment has been filed, and, with respect to the
     registration statement or any post-effective amendment, when the same has
     become effective, (ii) of any request by the Commission for amendments or
     supplements to the registration statement or the prospectus or for
     additional 

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     information, (iii) of the issuance by the Commission of any stop order 
     suspending the effectiveness of the registration statement or the 
     initiation of any proceedings for that purpose, (iv) of the receipt by the
     Company of any notification with respect to the suspension of the
     qualification of the Registrable Securities for sale in any jurisdiction or
     the initiation or threatening of any proceeding for such purpose and (v) of
     the existence of any fact which makes any statement made in the
     registration statement, the prospectus or any document incorporated therein
     by reference untrue or which requires the making of any changes in the
     registration statement, the prospectus or any document incorporated therein
     by reference in order to make the statements therein not misleading;

               (j)  if any fact contemplated by clause (i)(v) above shall 
     exist, prepare a supplement or post-effective amendment to the registration
     statement or the related prospectus or any document incorporated therein by
     reference or file any other required document so that, as thereafter
     delivered to the purchasers of the Registrable Securities the prospectus
     will not contain an untrue statement of a material fact or omit to state
     any material fact necessary to make the statements therein not misleading; 

               (k)  use its reasonable best efforts to obtain the withdrawal of 
     any order suspending the effectiveness of the registration statement at 
     the earliest possible moment;

               (l)  otherwise use its best efforts to comply with all applicable
     rules and regulations of the Commission, and make available to its
     securities holders, as soon as reasonably practicable, an earnings
     statement covering the period of at least twelve months, but not more than
     eighteen months, beginning with the first month of the first fiscal quarter
     after the effective date of such registration statement, which earnings
     statement shall satisfy the provisions of section 11(a) of the Securities
     Act;

               (m)  provide and cause to be maintained transfer agents and 
     registrars for all Registrable Securities covered by such registration 
     statement from and after a date not later than the effective date of such 
     registration statement;

               (n)  cause all Registrable Securities issuable upon exercise 
     thereof, covered by the registration statement to be listed on each 
     securities
     

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     exchange on which similar securities issued by the Company are then listed
     if requested by the Required Holders;

               (o)  enter into and perform any other customary agreements and 
     take such other actions as are reasonably required in order to expedite 
     or facilitate the disposition of such Registrable Securities; 

               (p)  make available for inspection by each holder of Registrable
     Securities included in such registration statement, any managing
     underwriter participating in any disposition pursuant to such registration
     statement, and any attorney, accountant or other agent retained by any such
     holder or any managing underwriter, all financial and other records,
     pertinent corporate documents and properties of the Company and its
     subsidiaries, and cause the Company's and its subsidiaries' officers,
     directors and employees, and the independent public accountants of the
     Company, to supply all information reasonably requested by any such person
     in connection with such registration statement; 

               (q)  cooperate and cause the executive officers of the Company 
     to cooperate in connection with such registration, to the extent reasonably
     requested by each seller of Registrable Securities or by the underwriters,
     if any, including, in the case of any underwritten registration upon
     request under Section 2.1 or 2.2, by making executive officers of the
     Company available for road show presentations and other investor meetings
     to the extent customary in similar underwritten offerings; and

               (r)  use all reasonable efforts to take all other steps necessary
     to effect the registration of the Registrable Securities contemplated 
     hereby and cooperate with the holders thereof to facilitate the 
     disposition of such Registrable Securities pursuant thereto.

The Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish the Company such information regarding
such seller and the distribution of such securities as the Company may from time
to time reasonably request in writing and as shall be required by law or by the
Commission in connection therewith.

          Each holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the

                                      14
<PAGE>

existence of any fact of the kind described in clause (i)(v) of this 
section 2.4, such holder will forthwith discontinue disposition of Registrable
Securities until such holder's receipt of the copies of the supplemented or
amended prospectus contemplated by paragraph (j) of this section 2.4, or until
it is advised in writing (the "Advice") by the Company that the use of the
prospectus may be resumed, and has received copies of any additional or
supplemental filings which are incorporated by reference in the prospectus, and,
if so directed by the Company, such holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
holder's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.  In the event the Company shall
give any such notice, the time periods regarding the effectiveness of
registration statements set forth in paragraph (b) of this section 2.4 shall be
extended by the number of days during the period from and including the date of
the giving of such notice pursuant to clause (i)(v) of this section 2.4 to and
including the date when each seller of Registrable Securities covered by such
registration statement shall have received the copies of the supplemented or
amended prospectus contemplated by paragraph (j) of this section 2.4 or the
Advice.

          2.5  UNDERWRITTEN OFFERINGS.  (a)  UNDERWRITTEN OFFERINGS EXCLUSIVE. 
Whenever a registration requested by one or more holders pursuant to section 2.1
or 2.2 is for an underwritten offering, only Registrable Securities which are to
be distributed by the underwriters designated by such holders may be included in
such registration, unless such holders shall have permitted other securities to
be included in such registration and such underwritten offering as provided in
subdivision 2.2(e).  If such holders shall determine that the number of
Registrable Securities to be sold in any such underwritten offering should be
limited due to market conditions or otherwise, the Company will include in such
registration to the extent of the number which the Company is so advised can be
sold in such offering (i) first, Registrable Securities requested to be included
in such registration, PRO RATA among the holders thereof on the basis of the
number of shares of Common Stock proposed to be registered by such holders,
(ii) second, securities that the Company proposes to issue and sell for its own
account and (iii) third, all other securities proposed to be registered.

          (b)  UNDERWRITING AGREEMENT.  If requested by the underwriters for any
underwritten offering of Registrable Securities on behalf of a holder or holders
of Registrable Securities pursuant to a registration effected pursuant to
section 2.1 or requested under section 2.2, the Company will enter into an
underwriting agreement with such underwriters for such offering, such agree-

                                      15
<PAGE>

ment to contain such representations and warranties by the Company and such 
other terms and provisions as are customarily contained in underwriting 
agreements with respect to secondary distributions, including, without 
limitation, indemnities to the effect and to the extent provided in section 2.7.
The holders of Registrable Securities on whose behalf Registrable Securities 
are to be distributed by such underwriters shall be parties to any such 
underwriting agreement and the representations and warranties by, and the other
agreements on the part of, the Company to and for the benefit of such 
underwriters, shall also be made to and for the benefit of such holders of 
Registrable Securities.  Such holders of Registrable Securities shall not be 
required by the Company to make any representations or warranties to or 
agreements with the Company or the underwriters other than reasonable 
representations, warranties or agreements regarding such holder, such holder's 
Registrable Securities and such holder's intended method or methods of 
disposition and any other representation required by law.

          (c)  SELECTION OF UNDERWRITERS.  Whenever a registration requested
pursuant to section 2.2 is for an underwritten offering, the holders of a
majority of the Registrable Securities included in such registration shall have
the right to select the managing underwriter(s) to administer the offering,
subject to the approval of the Company, such approval not to be unreasonably
withheld.  Whenever a holder of Registrable Securities desires to distribute its
securities under a registration effected pursuant to section 2.1 in an
underwritten offering, such holder shall have the right to select the managing
underwriter(s) to administer the offering, subject to the approval of the
Company, such approval not to be unreasonably withheld.
          
          2.6  PREPARATION; REASONABLE INVESTIGATION.  In connection with the
preparation and filing of each registration statement registering Registrable
Securities under the Securities Act, the Company will give the holders of
Registrable Securities on whose behalf such Registrable Securities are to be so
registered and their underwriters, if any, and their respective counsel and
accountants, 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 and the independent public
accountants who have certified its financial statements as shall be necessary,
in the opinion of such holders and such underwriters or their respective
counsel, to conduct a reasonable investigation within the meaning of the
Securities Act.

                                      16
<PAGE>

          2.7  INDEMNIFICATION.  (a)    INDEMNIFICATION BY THE COMPANY.  The
Company will, and hereby does, indemnify and hold harmless, to the full extent
permitted by law,  in the case of any registration statement filed pursuant to
Section 2.1, 2.2 or 2.3, each holder of any Registrable Securities covered by
such registration statement, and each other Person who participates as an
underwriter in the offering or sale of such securities and each other Person, if
any, who controls such holder or any such underwriter within the meaning of
Section 15 of the Securities Act, and their respective directors, officers,
partners, investment advisors, agents and affiliates, against any losses,
claims, damages or liabilities, joint or several, to which such holder or
underwriter or any such director, officer, partner, investment advisor, agent,
affiliate or controlling person may become subject under the Securities Act or
common law or otherwise, including, without limitation, reasonable costs of
investigation and subject to Section 3 hereof, reasonable fees and expenses of
legal counsel, insofar as such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement filed by the Company under which such securities were
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 in which they were made not misleading,
and the Company will reimburse such holder or underwriter and each such
director, officer, partner, investment advisor, employee, agent, affiliate and
controlling Person for any legal or any other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; 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, preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of such holder, underwriter, director, officer, partner, investment
advisor, employee, agent, affiliate or controlling Person, as the case may be,
expressly for use in the preparation thereof; PROVIDED further, that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or expense arises out of or is based upon an untrue statement
or alleged untrue statement of any material fact contained in any such
registration statement, preliminary prospectus, final prospectus or summary

                                      18
<PAGE>

prospectus contained therein or any omission to state therein a material fact
required to be stated therein or necessary to make the statements therein in
light of the circumstances in which they were made not misleading in a
prospectus or prospectus supplement, if (i) such untrue statement or omission is
completely corrected in an amendment or supplement to such prospectus or
prospectus supplement, the seller of the Registrable Securities has an
obligation under the Securities Act to deliver a prospectus or prospectus
supplement in connection with such sale of Registrable Securities and the seller
of Registrable Securities thereafter fails to deliver such prospectus or
prospectus supplement as so amended or supplemented prior to or concurrently
with the sale of Registrable Securities to the person asserting such loss,
claim, damage or liability after the Company has furnished such seller with a
sufficient number of copies of the same or (ii) if the seller received written
notice from the Company of the existence of such an untrue statement or such an
omission and the seller continued to dispose of Registrable Securities prior to
the time of the receipt of either (a) an amended or supplemented prospectus or
prospectus supplement that completely corrected the untrue statement or the
omission or (b) a notice from the Company that the use of the existing
prospectus or prospectus supplement may be resumed.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such seller or any such director, officer, partner, investment advisor,
employee, agent, affiliate or controlling person and shall survive the transfer
of such securities by such seller.

          (b)  INDEMNIFICATION BY THE SELLERS.  As a condition to including any
Registrable Securities in any registration statement, the Company shall have
received an undertaking satisfactory to it from the prospective seller of such
Registrable Securities, to indemnify and hold harmless (in the same manner and
to the same extent as set forth in Section 2.7(a)) the Company, and each
director of the Company, each officer of the Company and each other Person, if
any, who participates as an underwriter in the offering or sale of such
securities and each other Person who controls the Company or any such
underwriter within the meaning of the Securities Act, with respect to any
statement or alleged statement in or omission or alleged omission from such
registration statement, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, if such
statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company by such seller expressly for use in the preparation of such registration
statement, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement; PROVIDED, HOWEVER, that (A) the indemnifying party
shall not be liable in any such 

                                      18
<PAGE>

case to the extent that any such statement or omission is completely corrected 
(x) in the final prospectus, in the case of a preliminary prospectus, or (y) 
in an amendment or supplement to a prospectus or prospectus supplement 
(PROVIDED, HOWEVER, that nothing in this clause (y) shall limit the indemnifying
party's liability with respect to sales made prior to the receipt by the Company
from the indemnifying party of written notice of such an untrue statement or 
such an omission) and (B) the liability of such indemnifying party under this 
Section 2.7(b) shall be limited to the amount of proceeds received by such 
indemnifying party in the offering giving rise to such liability.  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 such holder.

          (c)  NOTICE 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 Section 2.7(a) or (b), 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 subdivisions of this Section 2.7, except to the extent that the
indemnifying party is materially prejudiced by such failure to give notice.  In
case any such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it may
wish, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party; PROVIDED, HOWEVER, that (i) if the indemnified party
reasonably believes that it is advisable for it to be represented by separate
counsel because there exists or may exist a conflict of interest between its
interests and those of the indemnifying party with respect to such claim, or
there exist defenses available to such indemnified party that may not be
available to the indemnifying party, or (ii) if the indemnifying party shall
fail to assume responsibility for such defense, the indemnified party may retain
counsel satisfactory to it and, in the case of clause (i), reasonably
satisfactory to the indemnifying party, and the indemnifying party shall pay all
fees and expenses of such counsel; PROVIDED FURTHER, that the indemnifying party
shall not be deemed to have failed to assume responsibility for such defense if
the indemnifying party has not received notice of such claim pursuant to this
Section 2.7(c).  In the event an indemnifying party elects not to assume, or
shall not be entitled to assume because of a conflict of interest between its
interests and those of the indemnified party, the defense of a claim, such
indemnifying party 

                                      19
<PAGE>

shall not be obligated to pay the fees and expenses of more than one counsel or 
firm of counsel in any jurisdiction in any one legal action or group of related 
legal actions for all parties indemnified by such indemnifying party in respect 
of such claim, unless in the reasonable judgment of any such indemnified party a
conflict of interest may exist between such indemnified party and any other of 
such indemnified parties in respect of such claim.  No indemnifying party shall 
be liable for any settlement of any action or proceeding effected without its 
written consent, which consent shall not be unreasonably withheld or delayed.  
No indemnifying party shall, without the consent of the indemnified party, 
consent to entry of any judgment or enter into any settlement that does not 
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such 
claim or litigation or that requires action other than the payment of money by 
the indemnifying party.

          (d)  CONTRIBUTION.  If the indemnification provided for in this
Section 2.7 shall for any reason be held by a court to be unavailable to an
indemnified party under Section 2.7(a) or (b) hereof in respect of any loss,
claim, damage or liability, or any action in respect thereof, then, in lieu of
the amount paid or payable under Section 2.7(a) or (b), the indemnified party
and the indemnifying party under Section 2.7(a) or (b) shall contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating the same), (i) in
such proportion as is appropriate to reflect the relative fault of the Company
and the prospective sellers of Registrable Securities covered by the
registration statement that resulted in such loss, claim, damage or liability,
or action or proceeding in respect thereof, with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or action or
proceeding in respect thereof, as well as any other relevant equitable
considerations or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as shall be appropriate to
reflect the relative benefits received by the Company and such prospective
sellers from the offering of the securities covered by such registration
statement; PROVIDED, HOWEVER, that for purposes of this clause (ii), the
relative benefits received by the prospective sellers shall be deemed not to
exceed the amount of proceeds received by such prospective sellers.  No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.  Such prospective sellers'
obligations to contribute as provided in this Section 2.7(d) are several in
proportion to the relative value of their respective Registrable Securities
covered by such registration statement and not joint.  In addition, no 

                                      20
<PAGE>

Person shall be obligated to contribute hereunder any amounts in payment for any
settlement of any action or claim effected without such Person's consent, which
consent shall not be unreasonably withheld.

          (e)  OTHER INDEMNIFICATION.  Indemnification and contribution similar
to that specified in the preceding subdivisions of this Section 2.7 (with
appropriate modifications) shall be given by the Company and each holder of
Registrable Securities with respect to any required registration or other
qualification of securities under any federal or state law or regulation of any
governmental authority other than the Securities Act.

          (f)  INDEMNIFICATION PAYMENTS.  The indemnification and contribution
required by this Section 2.7 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.

          3.  EXPENSES.  The Company will pay all Registration Expenses in
connection with the Initial Shelf Registration, any Subsequent Shelf
Registration and any registration effected pursuant to Section 2.3.  The Company
will pay all Registration Expenses in connection with three registrations of
Registrable Securities requested pursuant to section 2.2 by the Initiating
Holders, PROVIDED that the Company will pay all Registration Expenses in
connection with registrations requested pursuant to section 2.2 which are not
deemed to be effected within the meaning of subdivision (c) of section 2.2.  All
Registration Expenses in connection with each subsequent registration of
Registrable Securities requested by one or more holders pursuant to section 2.2
shall be apportioned among the holders of all Registrable Securities and other
securities requesting or joining in such registration, on the basis of the
respective amounts of securities then being registered by such holders or on
their behalf.

          4.  RULES 144 AND 144A.  The Company will file the reports required to
be filed by it under the Securities Act and the rules and regulations adopted by
the Commission thereunder (or, if the Company is not required to file such
reports, will, upon the request of any holder of Registrable Securities, make
publicly available other information), and will take such further action as any
holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by (A) Rule 144 under the Securities Act, as such 

                                      21
<PAGE>

Rule may be amended from time to time, (b) Rule 144A under the Securities Act, 
as such Rule may be amended from time to time or (c) any similar rule or 
regulation hereafter adopted by the Commission.  Upon the request of any holder
of Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements.

          5.  HOLDBACK AGREEMENTS.

          (a)  RESTRICTIONS ON PUBLIC SALE BY HOLDERS OF REGISTRABLE SECURITIES.
Each holder of Registrable Securities agrees not to effect any public sale or
distribution (including sales pursuant to Rule 144, Rule 144A and Regulation S)
of any equity securities of the Company or of any securities convertible into or
exchangeable or exercisable for such equity securities, during the period
beginning on the later of (i) the effective date of any registration statement 
relating to a registration pursuant to section 2.2 or 2.3 of this Agreement
involving an underwritten offering or involving an underwritten offering by the
Company of equity securities and (ii) the date on which such holder shall have
received notice of such effective date of any such registration statement and
ending on the date 90 following the effective date of such registration
statement (except as part of such underwritten offering), unless the
underwriters managing such underwritten offering otherwise agree. 

          (b)  RESTRICTIONS ON PUBLIC SALE BY THE COMPANY.  The Company agrees
(A) not to effect any public sale or distribution (including sales pursuant to
Rule 144A and Regulation S) of any of its equity securities, or any securities
convertible into or exchangeable or exercisable for such equity securities
(except pursuant to registrations on Form S-4 or Form S-8 or any successor
forms), during the 90 day period beginning on the effective date of any
registration statement relating to a registration pursuant to section 2.2 or 2.3
of this Agreement involving an underwritten offering in which Registrable
Securities are included (except as part of such underwritten offering), unless
the underwriters managing such offering otherwise agree, and (ii) to cause each
holder of its Common Stock or any securities convertible into or exchangeable or
exercisable for Common Stock, purchased from the Company at any time after the
date of this Agreement (other than in a registered public offering) to agree not
to effect any public sale or distribution (including sales pursuant to Rule 144,
Rule 144A and Regulation S) of any such securities during such period (except as
part of such underwritten offering, if otherwise permitted), unless the
underwriters managing such offering otherwise agree.

                                      22
<PAGE>

          6.  Amendment and Modification.  This Agreement may be amended,
modified or supplemented by the Company with the written consent of the
Initiating Holders and a majority (by number of shares, including Registrable
Securities issuable upon conversion or exchange of other securities)  of any
other holder of Registrable Securities whose interests would be adversely
affected by such amendment.  Each holder of any Registrable Securities at the
time shall be bound by any consent authorized by this section 6, whether or not
such Registrable Securities shall have been marked to indicate such consent.

          7.  NOMINEES FOR BENEFICIAL OWNERS.  In the event that any Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election, be treated as the holder of such
Registrable Securities for purposes of any request or other action by any holder
or holders of Registrable Securities pursuant to this Agreement or any
determination of any number or percentage of Registrable Securities held by any
holder or holders of Registrable Securities contemplated by this Agreement.  If
the beneficial owner of any Registrable Securities so elects, the Company may
require assurances reasonably satisfactory to it of such owner's beneficial
ownership of such Registrable Securities.

          8.  NOTICES.  All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if delivered personally,
mailed, certified or registered mail with postage prepaid, sent by next-day or
overnight mail or delivery or sent by telecopy or telegram, as follows:

     (a)  If to the Company, to it at:

               11601 Wilshire Boulevard
               12th Floor
               Los Angeles, California  90025
               Telephone:  (310) 478-4456
               Facsimile:  (310) 478-1267

               Attention:  Robert P. Bermingham,
                           General Counsel and Secretary

                                      23
<PAGE>

               With a copy to:

               Debevoise & Plimpton
               875 Third Avenue
               New York, New York  10022
               Telephone:  (212) 909-6000
               Facsimile:  (212) 909-6836

               Attention:  Barry Mills, Esq.

     (b)  If to Westfield Holdings, to it at:

               Level 24 Westfield Towers
               100 William Street
               Sydney NSW 
               Telephone:  (612) 9358-7000
               Facsimile:  (612) 9358-7077

               Attention:  Timothy Walsh, Esq.
                           General Counsel 

          With a copy to:

               Debevoise & Plimpton
               875 Third Avenue
               New York, New York  10022
               Telephone:  (212) 909-6000
               Facsimile:  (212) 909-6836

               Attention:  Barry Mills, Esq.

     (c)  if to any other holder of Registrable Securities, at its address as it
     appears on the transfer books of the Company.

          All such notices and communications shall be deemed to have been duly
given:  when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial overnight courier service; and when receipt
is acknowledged, if telecopied.

                                      24
<PAGE>

          9.  REMEDIES.  The holders of Registrable Securities, in addition to
being entitled to exercise all rights granted by law, including recovery of
damages, shall be entitled to specific performance of their rights under this
Agreement.  The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this Agreement and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

          10.  NO INCONSISTENT AGREEMENTS.  The Company will not, on or after
the date of this Agreement enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. 

          11.  MISCELLANEOUS.

          (a)  SUCCESSORS, ASSIGNS AND TRANSFEREES.  This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.  In addition, the provisions of this
Agreement which are for the benefit of a holder of Registrable Securities shall
be for the benefit of and enforceable by any subsequent holder of any
Registrable Securities, PROVIDED that such subsequent holder shall agree to be
bound by the provisions of this Agreement.  Notwithstanding any transfer of such
rights, all of the obligations of the Company hereunder shall survive any such
transfer and shall continue to inure to the benefit of all transferees.

          (b)  GOVERNING LAW.  This Agreement and the rights and obligations of
the parties hereunder and the persons subject hereto shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York,
without giving effect to the choice of law principles of such State.

          (c)  INVALIDITY OF PROVISION; SEVERABILITY.  The invalidity or
unenforceability of any provision of this Agreement in any jurisdiction shall
not affect the validity or enforceability of the remainder of this Agreement in
that jurisdiction or the validity or enforceability of this Agreement, including
that provision, in any other jurisdiction.  If any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, it being
intended that all of the rights and privileges of 

                                      25
<PAGE>

the holders of Registrable Securities shall be enforceable to the fullest extent
permitted by law.

          (d)  HEADINGS; EXECUTION IN COUNTERPART.  The headings and captions
contained herein are for convenience and shall not control or affect the meaning
or construction of any provision hereof.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and
which together shall constitute one and the same agreement.

          (e)  ENTIRE AGREEMENT.  This Agreement is intended by the parties
hereto as a final expression of their agreement and intended to be a complete
and exclusive statement of their agreement and understanding in respect of the
subject matter contained herein.  This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.



[Remainder of page intentionally left blank.]


                                      26
<PAGE>

          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first above written.

                                       WESTFIELD AMERICA, INC.


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


                                       WESTFIELD HOLDINGS LIMITED


                                       By:  /s/ Peter S. Lowy
                                           ---------------------------------
                                           Name:  Peter S. Lowy
                                           Title:  Director

                                      27