<PAGE>

                                  FOURTH AMENDMENT
                                         TO
                               JOINT VENTURE AGREEMENT
                                 FOR VANCOUVER MALL

     This Fourth Amendment (this "Amendment") to Joint Venture Agreement for 
Vancouver Mall is made and entered into as of January 1, 1992, by and between 
CENTERMARK PROPERTIES OF VANCOUVER, INC. ("CPV"), a Delaware corporation and 
VANCOUVER ASSOCIATES ("Associates"), a California limited partnership.

                                     Recitals:

A.   CPV (formerly known as May Centers of Vancouver, Inc.) and Associates 
     have entered into a Joint Venture Agreement for Vancouver Mall dated as of 
     September 29, 1975, as amended by letter dated May 12, 1976, Second 
     Amendment to Joint Venture Agreement for Vancouver Mall dated as of 
     September 1, 1990, and Third Amendment to Joint Venture Agreement for 
     Vancouver Mall dated as of September 1, 1990 (as amended, the 
     "Partnership Agreement"), for the purpose of forming and establishing a 
     general partnership under the laws of the State of Washington known as 
     "Vancouver Mall" (the "Partnership") for the limited purposes set forth 
     in the Partnership Agreement.

B.   CenterMark Properties, Inc. ("CenterMark"), a Missouri corporation and 
     parent company of CPV desires to loan the Partnership funds up to and not 
     exceeding $10,000,000.00 (the "Loan") to provide interim funding of 
     costs of renovating and remodeling the shopping center owned by the 
     Partnership.

C.   Section 7.5 of the Partnership Agreement sets forth certain terms and 
     conditions concerning loans made to the Partnership by CenterMark, among 
     others.

D.   Section 11.5(B) of the Partnership Agreement provides, among other 
     things, for limitations on payments by the Partnership on certain loans.

     THEREFORE, in consideration of the mutual promises and covenants 
contained herein and other good and valuable consideration, the receipt and 
sufficiency of which is hereby acknowledged, CPV and associates hereby agree 
as follows:

     1.  CONSENT TO LOAN.  CPV and Associates hereby consent to and approve 
the making of the Loan by CenterMark to the Partnership and agree, in their 
capacity as general partners of the Partnership, to execute a promissory note 
on behalf of the Partnership to evidence the Partnership's obligation to 
repay the Loan. Such note shall be substantially in the form of Exhibit A  
attached hereto (as the same may be modified, renewed, extended or replaced, 
the "Note"). This Amendment shall be deemed to satisfy any conditions or 
covenants contained in the Partnership Agreement or in any other agreement 
between the parties which may be construed to require prior approval of the 
Loan or the execution of the Note.

<PAGE>

     2.  CONFLICT WITH PARTNERSHIP AGREEMENT.  CPV and Associates acknowledge 
that the interest rate and certain payment terms of the Note may be 
inconsistent with Sections 7.5 and 11.5 of the Partnership Agreement. In that 
connection, the parties waive any right they may have to require the terms of 
the Loan to be as set forth in Sections 7.5 and 11.5 of the Partnership 
Agreement. To the extent of any conflict between the terms of the Note and 
Section 7.5, Section 11.5 or any other provision of the Partnership 
Agreement, the terms of the Note shall be deemed to control.

     3.  CONTINUED FORCE AND EFFECT.  Except as specifically set forth 
herein, the terms, conditions, and other provisions of the Partnership 
Agreement are and shall remain in full force and effect.

     IN WITNESS WHEREOF, the undersigned have executed this Amendment 
effective as of the date first above written.

Witness:                             VANCOUVER ASSOCIATES

/s/ Rosemary Yorin                   By: /s/ Harry Newman, Jr.
---------------------                    -----------------------------
                                         Harry Newman, Jr.
                                         General Partner
Witness:

/s/ Rosemary Yorin                   By: /s/ LeRoy H. Brettin
---------------------                    -----------------------------
                                         LeRoy H. Brettin
                                         General Partner


Attest:                              CENTERMARK PROPERTIES OF 
                                     VANCOUVER, INC.

---------------------                By: Authorized Officer
                                        ------------------------------





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<PAGE>

                                   EXHIBIT A

                                PROMISSORY NOTE

$10,000,000.00                                             As of January 1, 1992
                                                             St. Louis, Missouri

     This Promissory Note (this "Note") is give by Vancouver Mall, a 
Washington general partnership ("Maker"), and with an address of c/o 
CenterMark Properties, 611 Olive Street, Suite 1555, St. Louis, Missouri 
63101, to CenterMark Properties, Inc., a Missouri corporation ("Holder"), 
with an address at 611 Olive Street, Suite 1555, St. Louis, Missouri 63101.

     For value received, Maker hereby covenants and agrees with Holder as 
follows:

     1.  The term "Principal Amount" shall mean the sum borrowed from Holder 
by Maker up to an amount of Ten Million Dollars ($10,000,000.00), which shall 
be memorialized on the attached Exhibit A to this Promissory Note as each 
portion of the Principal Amount is borrowed by Maker. Notwithstanding 
anything to the contrary contained in this Note, Holder's obligation to 
advance funds under this Note shall be contingent upon closing of the 
permanent financing for Vancouver Mall shopping center extended or to be 
extended by Eastrich No. 89 Corporation to Holder (the "Permanent 
Financing"). Advances on this Note shall be made on an "as-needed" basis, as 
determined in the discretion of Holder for the purpose of providing interim 
funding of remodeling costs for the Vancouver Mall shopping center.

     2.  The term "Interest Rate" shall mean a per annum fixed rate of 9.78%.

     3.  The term "Commencement Date" shall mean January 1, 1992.

     4.  The term "Principal Payment Date(s)" shall mean the dates Maker 
shall pay each portion of the Principal Amount to Holder which shall be at 
the time of each of the fundings by Estrich No. 89 Corporation to Maker under 
the Permanent Financing, but in no event later than June 31, 1993.

     5.  The term "Interest Payment Date(s)" shall mean the date(s) Maker 
shall pay to Holder the interest accruing on the Principal Amount, which 
shall be monthly commencing on the first day of the month following the first 
month during which there is any amount outstanding under this Note and on the 
first day of each month thereafter so long as there is any Principal Amount 
outstanding under this Note.

     6.  Maker does hereby covenant and promise to pay to the order of 
Holder, its successors and assigns, on each of the Principal Payment Dates, 
that portion of the Principal Amount which has been advanced under this Note 
and is then outstanding, and on each of the Interest Payment Dates interest 
at the Interest Rate accruing from the Commencement Date to the first 
Interest Payment Date or from the immediately preceding Interest Payment Date 
to the next succeeding Interest Payment Date, as the case may be without 
deduction or offset of any kind whatsoever in lawful money of the

<PAGE>

United States of America, at Holder's option either (a) by delivering a check 
at least two business days prior to the Principal Payment Date or Interest 
Payment Date, as the case may be, or (b) in immediately available funds on 
the Principal Payment Date or the Interest Payment Date, as the case may be.

     7.  Maker shall have the right to prepay all or any part of the 
Principal Amount and the interest accruing thereon without penalty at any 
time, except as follows: If Holder has borrowed a sum equal to the Principal 
Amount from an institutional investor in order to loan Maker the Principal 
Amount (the "Institutional Loan") then Maker shall pay Holder, in addition to 
all other payments then due and owing to Holder, a premium which shall be 
equal to the premium, if any, charged by such institutional investor to 
Holder because of the prepayment by Holder of sums owed under the 
Institutional Loan (the "Prepayment Penalty"). All determinations of the 
amount of the Prepayment Penalty shall be made by such institutional investor 
and such institutional investor's determination shall be final, binding and 
conclusive upon Maker. In such event, Holder shall submit to Maker 
documentation evidencing such determination by such institutional investor.

     8.  Maker hereby makes the following covenants, warranties and 
representations to Holder:

         (a)  Maker is a general partnership duly organized and existing in 
     good standing under the laws of the State of Washington.

         (b)  The execution and delivery of this Note has been duly 
     authorized by all requisite partnership action of Maker and its partners 
     and represents the binding act of Maker.

         (c)  Maker shall not assert a defense or claim, in any action or 
     proceeding initiated to collect the amounts due under this Note, that 
     the Interest Rate was usurious.

         (d)  Neither the execution nor the delivery by the Maker of this 
     Note shall constitute, either by itself or with the delivery of notice, 
     the passage of time, or both, an event of default under the terms of the 
     Joint Venture Agreement of Vancouver Mall dated May 12, 1976, as amended 
     by letter dated May 12, 1976, Second Amendment to Joint Venture 
     Agreement for Vancouver Mall dated as of September 1, 1990, Third 
     Amendment to Joint Venture Agreement for Vancouver Mall dated as of 
     September 1, 1990, or Fourth Amendment to Joint Venture Agreement for 
     Vancouver Mall dated of even date herewith, or any other agreement or 
     instrument to which the Maker is a party or under which the Maker is 
     organized.

     9.  The occurrence of any of the following events shall constitute an 
"Event of Default" hereunder:

         (a)  The failure by Maker to make any payment of principal or 
     interest hereunder when such principal or interest becomes due, which 
     failure shall not have been cured


                                      2
<PAGE>

     within ten (10) days after delivery by Holder of written notice of such 
     nonpayment.

         (b)  The failure by Maker to perform or abide any of the covenants, 
     conditions, provisions or terms contained in this Note, which failure is 
     not cured within thirty (30) days after the delivery by Holder to Maker 
     of written notice of such default, or the breach of any warranty made by 
     Maker under this note.

         (c)  Maker becomes insolvent or unable to pay its debts as they 
     mature or bankruptcy, insolvency, reorganization, liquidation, 
     dissolution or similar proceedings are instituted by or against Maker 
     under any bankruptcy, insolvency or similar law now or hereafter in 
     effect; provided that in the case of proceeding instituted against 
     Maker, Maker shall have a period of thirty (30) days in which to cause 
     such proceeding to be terminated.

     10.  Upon the occurrence of any Event of Default, the Holder may, at its 
sole option, declare this Note, all interest accrued thereon, and any and all 
other moneys which may be due and owing by Maker to Holder, to be immediately 
due and payable without notice of any kind; any expenses incurred by Holder 
in so doing shall be deemed to be additional principal indebtedness under the 
terms of this Note and shall bear interest at the Interest Rate accruing from 
the date such expenses were incurred by Holder. In the event of such 
acceleration, Maker shall pay the Prepayment Penalty, and the unpaid 
Principal Amount and other sum owed by Maker pursuant to this Note shall 
accrue interest, until paid, at a variable interest rate equal to the 
Corporate Base Rate charged from time to time by The Boatmen's National Bank 
of St. Louis plus three percent (3%) (such rate to change simultaneously with 
any change in the Corporate Base Rate).

     11.  If this Note is not paid when due, whether at maturity or by 
acceleration, or if it is collected through a bankruptcy, probate or other 
court, whether before or after the Payment Date, or should this Note be 
placed in the hands of an attorney or attorneys for collection after the 
occurrence of an Event of Default, Maker agrees to pay all costs of 
collection including, but not limited to, reasonable attorneys' fees incurred 
by the Holder in such collection, whether or not there is litigation.

     12.  Maker as well as others who may become liable for all or any part 
of this Note hereby waive presentment for payment, protest, demand, notice of 
protest, dishonor and all other notice, and diligence of collection, and 
consent and agree that Holder may extend the time of payment or otherwise 
modify the terms of payment of any part of the whole of the indebtedness 
evidenced by this Note, which extensions and modifications shall not affect 
this liability of any party hereto; and Maker further agrees that Holder (a) 
may accept, by way compromise or settlement, from any one or more of the 
parties liable hereunder, a sum or sums less than the amount of this Note, 
and (b) may give releases to any parties without affecting the liability of 
any other party for the unpaid


                                      3
<PAGE>

balance. Any such renewals or extensions may be made and any such partial 
payments may be accepted or releases given without notice to any parities.

     13.  Holder shall not be deemed, by any act or omission, to have waived 
any of its right or remedies hereunder unless such waiver is in writing and 
signed by Holder, and then only to the extent specifically set forth in 
writing. A waiver as to one event shall not be construed as continuing or as 
a bar to or waiver of any right or remedy to a subsequent event.

     14.  Any notice to or demand upon the parties hereto shall be in writing 
and shall be deemed to have been sufficiently given or served for all 
purposes if mailed by registered or certified mail, addressed to such party 
at the address first set forth in this Note, or to such other address in lieu 
thereof for such party as it may designate by written notice made to the 
other party hereto in accordance with this Paragraph 14.

     15.  This instrument shall be governed by and construed according to the 
laws of the State of Missouri.

     16.  Whenever used, the singular number shall include the plural, the 
plural, the singular, the use of any gender shall be applicable to all 
genders, and the word "Holder" and "Maker" shall be deemed to include the 
respective heirs, personal representatives, successors and assigns of Holder 
and Maker.

                                     VANCOUVER MALL, a Washington general
                                     partnership

                                     By: CENTERMARK PROPERTIES OF 
                                         VANCOUVER, INC., a Delaware 
                                         corporation
Attest:

------------------------                 By: 
                                            ----------------------------------

                                     By: VANCOUVER ASSOCIATES, a California
                                         limited partnership

Attest:                              By:
                                        --------------------------------------
                                        Harry Newman, Jr. general partner

------------------------
                                     By:
                                        --------------------------------------
                                        LeRoy H. Brettin, general partner



                                      4
<PAGE>

                                     EXHIBIT A
                                        TO
                           $10,000,000.00 PROMISSORY NOTE
                                        BY
                                  VANCOUVER MALL
                                        TO
                             CENTERMARK PROPERTIES, INC.


                                                             Total Net Principal
            Portion of Principal      Principal                Amount Borrowed
Date          Amount Borrowed       Amount Repaid              and Outstanding
----        --------------------    -------------            -------------------




















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