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                                                                   Exhibit 10.45


               FIRST AMENDMENT TO MANAGEMENT AGREEMENT
                         (TOPANGA PLAZA)


           THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this "Amendment") is 
made as of the 1st day of February, 1994, between CENTERMARK PROPERTIES, 
INC., formerly known as May Centers, Inc. ("Manager"), and TOPANGA PLAZA 
PARTNERSHIP ("Owner").


                             RECITALS


A.  Manager and Owner entered into a Management Agreement (the "Management 
    Agreement"), dated as of December 31, 1985.

B.  The Management Agreement sets forth the various rights and obligations of 
    Owner and Manager respecting the management, leasing and operation of that 
    certain regional shopping center known as Topanga Plaza located in the 
    County of Los Angeles, State of California (the "Shopping Center"). 

C.  Owner and Manager desire to amend the Management Agreement as set forth 
    herein.


                              AGREEMENT

           NOW, THEREFORE, in consideration of the foregoing, the terms and 
provisions hereinafter set forth and other good and valuable consideration, 
the mutual receipt and legal sufficiency of which are hereby acknowledged, 
Manager and Owner agree as follows:


           1.  AMENDMENT TO SECTION 2.1.  Section 2.1 of the Management 
Agreement is hereby amended by adding the following new subparagraphs (u) and 
(v):

      "(u) In the event Owner or a partner acting on behalf of Owner should 
     enter into negotiations for the sale of the Shopping Center or a partner 
     of Owner should enter into negotiations for the sale of its partnership 
     interest or portion thereof in Owner, Manager agrees to reasonably 
     assist Owner or such partner in such transaction including, but not 
     limited to, by using its reasonable efforts to deliver or make available 
     to Owner or such partner of Owner, at Owner's sole cost and expense, the 
     following items:


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      (1)  Copies of any written notice(s) received by Manager (A) from any 
           government agency or any employee or official thereof alleging that 
           the construction, operation or use of the Shopping Center violates 
           any law, ordinance, regulation or order or that any investigation 
           has been commenced or is contemplated respecting any such 
           violation, or (B) alleging any material default by Manager or Owner 
           under any current tenant lease, mortgage loan, insurance policy, 
           service contract or equipment lease;

      (2)  Copies of (A) the most recent financial reports prepared by 
           Manager pursuant to Section 2.1(l), (B) all insurance policies and 
           material service contracts in Manager's possession respecting the 
           Shopping Center, and (C) current tenant lease files.

      (3)  Copies of any written correspondence, documents and/or notices 
           received by Manager respecting any actions, suits or proceedings, 
           pending or threatened, before or by any judicial, administrative or 
           union body, any arbiter or any governmental authority and against 
           or affecting or relating to the Shopping Center, including eminent 
           domain or similar proceedings; and

      (4)  an updated rent roll, supplemented with the following information: 
           the date of each lease as well as the date(s) for all amendments 
           and/or supplements thereto; any tenant improvements required to be 
           completed by Owner which have not been completed; whether a 
           tenant(s) has received an outstanding and unsatisfied (or otherwise 
           unresolved) notice of default from Manager; and a list of all 
           potential brokerage commissions that may become due and payable by 
           Owner with respect to any lease pursuant to any existing agreement 
           binding upon Manager or Owner with respect to such lease or any 
           renewal thereof. Manager shall attach to such rent roll an executed 
           certification reasonably acceptable to Manager and Owner confirming 
           that, to the best of its actual knowledge, Manager is not aware of 
           any items of a nature described in (1), (2), (3) or (4) of this 
           Section 2.1(u).


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          (v) Manager shall deliver annually updated rent rolls and lease 
     summaries for the Shopping Center which will contain the following 
     information with respect to each of the tenant leases shown thereon: 
     parties to the original lease; and a list of all scheduled rebates, 
     rental concessions, tenant allowances, free-rent periods, credits, 
     setoffs or rent reductions under such leases and which, as appropriate, 
     have either not yet been funded by the Owner or which relate to any 
     period after the date of said rent roll."


          2.  AMENDMENT OF SECTION 7.1.  Section 7.1 of the Management 
Agreement is amended by deleting such section in its entirety and 
substituting the following therefor:

          "Manager shall not assign all or any part of its interest in or 
     obligations arising out of this Agreement except in accordance with this 
     Section 7.1. Manager may assign all or any part of its interest in or 
     obligations arising out of this Agreement to (i) a partnership or other 
     entity owned by GGP Limited Partnership and a wholly-owned (direct or 
     indirect) subsidiary of Westfield Holdings Limited, (ii) any of (a) 
     Westfield Holdings Limited, (b) General Growth Management, Inc., (c) 
     General Growth Properties, Inc., (d) GGP Limited Partnership, or (e) any 
     entity wholly-owned by one or more of the foregoing entities, PROVIDED 
     that (1) an assignment under this clause (ii) shall be permitted on one 
     occasion only and (2) Owner may terminate this Agreement at any time 
     following an assignment under this subparagraph (ii) if a direct or 
     indirect owner of the Manager hereunder is not a direct or indirect 
     owner of a substantial interest in Co-Partner or (iii) any "PERMITTED 
     TRANSFEREE."  For purposes of this Agreement, the term "PERMITTED 
     TRANSFEREE" shall mean any entity in which at least 50% of the voting 
     rights and economic interests are owned (directly or indirectly) by a 
     person or entity which owns (directly or indirectly) at least 50% or 
     more of the voting rights and economic interests of Co-Partner. Any 
     transfer of stock or of a partnership interest in a Permitted Transferee 
     which reduces the interest of the entities referenced in clause (ii) to 
     less than 50%, collectively, shall be deemed not to constitute a 
     Permitted Transferee."

          3. REINCORPORATION OF MANAGER. In connection with the sale of the 
stock of Manager to GGP Limited


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Partnership, Westfield U.S. Investment Pty. Limited and Whitehall Street Real 
Estate Limited Partnership III (collectively, the "Purchasers"), it is 
currently intended to merge Manager into a newly-formed Delaware corporation 
owned by the Purchasers ("New CenterMark"). Such merger may occur 
concurrently or shortly after the closing of the acquisition. To the extent 
the consent of Owner may be required for such merger, Owner hereby consents 
to such merger and agrees that such merger shall not be deemed an assignment 
under Section 7.1. Upon any such merger, all references in the Agreement to 
May Centers, Inc. or CenterMark Properties, Inc. shall be deemed to refer to 
New CenterMark.

          4.  SUCCESSORS.  This Amendment shall inure to the benefit of and 
be binding upon Manager and Owner and their respective successors and assigns.

          5.  GOVERNING LAW.  This Amendment shall be construed and enforced 
in accordance with the laws of the State of California.

          6.  COUNTERPARTS.  This Amendment may be executed in several 
counterparts, each of which may be deemed an original, but all of which 
together shall constitute one and the same instrument.

          7.  RATIFICATION.  Except as modified herein, the Management 
Agreement shall continue in full force and effect in accordance with its 
terms. In the event of any conflict between the terms and provisions 
contained in the Management Agreement and this Amendment, the terms and 
provisions of this Amendment shall prevail.

                 [SIGNATURE BLOCKS TO FOLLOW ON THE NEXT PAGE]

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     IN WITNESS WHEREOF, this Amendment has been executed as of the date and 
year first above written.

                                       MANAGER

                                       CENTERMARK PROPERTIES, INC.
                                       a Missouri corporation

                                       By:    /s/ Thomas E. Frost
                                              --------------------------------
                                       Name:  Thomas E. Frost
                                              --------------------------------
                                       Title: Senior Vice President
                                              --------------------------------

                                       OWNER

                                       TOPANGA PLAZA PARTNERSHIP,
                                       a California partnership

                                       By:  TOPANGA CENTER, INC.,
                                            as general partner

                                            By:    /s/ Thomas E. Frost
                                                   ---------------------------
                                            Name:  Thomas E. Frost
                                                   ---------------------------
                                            Title: Senior Vice President
                                                   ---------------------------

                                       By:  JMB INCOME PROPERTIES,
                                            LTD - XII, as general partner

                                            By:  JMB REALTY CORPORATION,
                                                 general partner

                                            By:    /s/ Glenn E. Emig
                                                   ---------------------------
                                            Name:  Glenn E. Emig
                                                   ---------------------------
                                            Title: Executive Vice President
                                                   ---------------------------

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