<PAGE>

                                                                   EXHIBIT 10.44


                             MANAGEMENT AGREEMENT

     This MANAGEMENT AGREEMENT (the "AGREEMENT") is made as of the 31st day 
of December, 1985, between TOPANGA PLAZA PARTNERSHIP ("OWNER"), a California 
general partnership, and MAY CENTERS, INC. ("MANAGER"), a Missouri corporation.


                                   RECITALS

     A.  Owner is the owner of certain lands situated in the City of Los 
Angeles, County of Los Angeles and State of California (the "SHOPPING CENTER 
PARCEL"), more particularly described in Exhibit "A", attached hereto and 
made a part hereof, which have been developed as an enclosed, regional 
shopping center (the "SHOPPING CENTER") presently operating under the name 
"Topanga Plaza".

     B.  Owner is a California general partnership composed of JMB Income 
Properties, Ltd.-XII, an Illinois limited partnership ("PROPERTIES"), and 
Topanga Center, Inc., a Delaware corporation ("TCI").

     C.  Manager is experienced in the operation and management of shopping 
centers.

     D.  Owner and Manager are entering into this Agreement to establish the 
terms and conditions under which Manager shall operate and manage the 
Shopping Center on behalf of Owner.


                                  AGREEMENTS

     In consideration of the mutual promises contained herein, Owner and 
Manager covenant and agree as follows:


                                   ARTICLE I

                      EMPLOYMENT OF MANAGER; DEFINITIONS

     SECTION 1.1.  Owner employs Manager as its sole and exclusive agent to 
perform the services described in this Agreement. Manager accepts such 
employment and agrees to perform such services as an independent contractor. 
Owner authorizes Manager to exercise all powers with respect to the Shopping 
Center as may be reasonably necessary or proper for the performance of 
Manager's duties under the terms of this Agreement.

     SECTION 1.2.  As used in this Agreement, the following capitalized terms 
shall have the meanings indicated below:

     (a)  "AFFILIATE" shall have the meaning set forth in Section 7.1 hereof.

     (b)  "AGREEMENT" shall have the meaning set forth in the Preamble hereto;

     (c)  "APPROVED BUDGET" shall have the meaning set forth in Section 2.1(c) 
hereof.

     (d)  "APPROVED LEASING PLAN" shall have the meaning set forth in 
Section 2.1(c) hereof.

     (e)  "CPI INDEX" shall have the meaning set forth in Section 16.2 hereof.

     (f)  "CO-PARTNER" shall have the meaning set forth in Section 1.7E of 
the Partnership Agreement.

     (g)  "DIRECT PAYROLL EXPENSES" shall have the meaning set forth in 
Section 5.1(a) hereof.


                                       1.

<PAGE>

     (h)  "EXISTING NOTE" shall have the meaning set forth in Section 1.7F 
of the Partnership Agreement.

     (i)  "FIRST PARTY" shall have the meaning set forth in Section 16.4.

     (j)  "INDIRECT PAYROLL COSTS" shall have the meaning set forth in 
Section 5.1(b) hereof.

     (k)  "INVESTOR" shall have the meaning set forth in Section ______ of 
the Partnership Agreement.

     (l)  "LEASING PLAN" shall have the meaning set forth in Section 2.1.

     (m)  "MAJOR DECISIONS" shall have the meaning set forth in Section 16.2.

     (n)  "MANAGEMENT EXPENSES" shall have the meaning set forth in Section 5.1 
hereof.

     (o)  "MANAGER" shall have the meaning set forth in the Preamble hereto;

     (p)  "MAY AFFILIATE" shall have the meaning set forth in Section 1.7M of 
the Partnership Agreement.

     (q)  "NON-DISCRETIONARY EXPENDITURE" shall have the meaning set forth in 
Section 6.5A(4) of the Partnership Agreement.

     (r)  "NOTICE" shall have the meaning set forth in Section 8.1.

     (s)  "OWNER" shall have the meaning set forth in the Preamble.

     (t)  "OWNER'S ALLOCABLE SHARE" shall have the meaning set forth in 
Section 5.1 hereof.

     (u)  "OWNER'S OVERHEAD SHARE" shall have the meaning set forth in 
Section 5.1(c) hereof.

     (v)  "PARTNERS" shall have the meaning set forth in Section 1.7P of the 
Partnership Agreement.

     (w)  "PARTNERSHIP AGREEMENT" shall have the meaning set forth in 
Section 1.7R of the Partnership Agreement.

     (x)  "PROPERTIES" shall have the meaning set forth in Recital Paragraph B.

     (y)  "RENT SCHEDULE" shall have the meaning set forth in Section 2.1.

     (z)  "SECOND PARTY" shall have the meaning set forth in Section 16.4.

     (aa) "SHOPPING CENTER" shall have the meaning set forth in Recital 
Paragraph A.

     (bb) "SHOPPING CENTER BUDGET" shall have the meaning set forth in 
Section 2.1.

     (cc) "SHOPPING CENTER PARCEL" shall have the meaning set forth in Recital 
Paragraph A.

     (dd) "TCI" shall have the meaning set forth in Recital Paragraph B.

     (ee) "THRESHOLD AMOUNT" shall have the meaning set forth in Section 16.2.


                                  ARTICLE II

                             MANAGER'S OBLIGATIONS

     SECTION 2.1.  Manager shall perform the following services with respect 
to the Shopping Center:

     (a)  Manager shall maintain liaison with the design, engineering, 
construction staffs and other special consultants engaged by Owner.


                                       2.

<PAGE>

      (b)  Manager shall submit to Owner from time to time and, when required 
under the terms of this Agreement, request Owner's approval of Manager's 
recommendations for the operation of the Shopping Center, including, but not 
limited to:

      (i)  the number and type of employees to be employed;

     (ii)  procedures for the collection of rents and other charges;

    (iii)  maintenance, repair and expansion of the Shopping Center;

     (iv)  an insurance program for the Shopping Center; and

      (v)  marketing and promotion of the Shopping Center and the 
establishment of such merchants' association or promotion and marketing funds 
as Manager shall deem appropriate.

      (c)  The following provisions shall apply to the budget and leasing 
plan for the Shopping Center:

      (i)  Not later than November 30th of each year, Manager shall prepare 
and submit for Owner's approval, which approval shall not be unreasonably 
withheld or delayed, a shopping center budget ("SHOPPING CENTER BUDGET") for 
the next calendar year. The Shopping Center Budget shall set forth in 
reasonable detail the estimated operating receipts and expenditures of Owner 
on a month-to-month basis for the period covered by the Shopping Center 
Budget, and shall show amounts reserved for on-going expenses, any 
anticipated extraordinary expenses, contingencies and capital expenditures 
and source of funds with respect thereto (including the amount and the 
approximate date funds will be needed for such expenses). The Shopping Center 
Budget shall also contain, as a separate line item for informational purposes 
only, an estimate of the "Management Expenses" (as defined in Section 5.1 
hereof) that will be payable to Manager during the period covered by the 
Shopping Center Budget. Owner may not disapprove the Shopping Center Budget 
on the basis of the estimate of Management Expenses contained in the Shopping 
Center Budget, nor shall the amount of Management Expenses payable during the 
period covered by the Shopping Center Budget be limited by the estimate of 
such expenses contained in the Shopping Center Budget. The Shopping Center 
Budget shall be substantially in the form of budget attached hereto as 
Exhibit "B". If Owner does not approve the most recently submitted Shopping 
Center Budget or proposed revision thereof, then Manager shall continue to 
operate under the most-current Approved Budget, modified as necessary to (a) 
authorize Non-Discretionary Expenditures and (b) to take into account 
expenditures which have already been made. The Shopping Center Budget and 
amendments thereto as approved by Owner in accordance with the terms hereof 
shall be herein called the "APPROVED BUDGET".

    (ii)  In connection with the budgeting process, but not later than 
November 30th of each year, Manager shall submit for the reasonable approval 
of Owner a comprehensive leasing plan and rent schedule, which shall include 
a statement of the space Manager expects to be leased during such year, the 
proposed tenant (if known) and the use proposed for the space to be leased, 
the fixed or minimum rent and the method of calculation of percentage rent it 
expects to obtain for such space, any tenant allowances and leasing 
commissions and all other material financial provisions of a tenant lease.

                                      3.
<PAGE>

he leasing plan and rent schedule thereto, as approved by Owner in 
accordance with the terms hereof, shall be herein called the "APPROVED 
LEASING PLAN".

   (iii)  Manager shall have the right and authority to implement the 
Approved Budget and Approved Leasing Plan, provided that Manager operates 
within the parameters of the same. Manager shall be required to obtain the 
Owner's prior written approval for actions to be taken by Manager which 
deviate from the terms of the Approved Budget or Approved Leasing Plan, 
provided, however, if a given action is of such a nature that Co-Partner (as 
a May Affiliate) is authorized to take such action pursuant to Section 
6.5A(3) or Section 6.5B(3), respectively, of the Partnership Agreement 
without the prior approval of Investor, such approval may be given by 
Co-Partner on behalf of Owner, and such approval may be oral.

     (d)  Manager shall negotiate all leases with tenants for space within 
the Shopping Center and all extensions, renewals, modifications, amendments 
or terminations thereof and shall submit all such agreements to Owner for 
execution. All such leases, unless otherwise approved by Owner, shall be 
negotiated substantially in accordance with:

     (i)  the Approved Leasing Plan as amended from time to time;

    (ii)  the standard form of lease approved by Owner and its counsel, from 
time to time, subject to reasonable negotiation; and

   (iii)  administrative procedures established or approved by Owner for 
securing Owner's approval of the business and legal terms of each lease, 
processing lease data forms, and processing the final draft for tenant's and 
Owner's approval, execution and delivery.

     (e)  Manager shall maintain a central control file of all leases 
relating to the Shopping Center and shall, upon request, furnish copies of 
such leases to Owner. Manager shall: (i) review plans and specifications for 
tenant improvements; (ii) consult with tenants and their respective 
architects, engineers, contractors and other representatives regarding 
tenants' plans and specifications; and (iii) coordinate, to the extent 
necessary, the construction of tenant improvements.

     (f)  Manager shall bill tenants and other occupants in the Shopping 
Center for, and shall use diligent efforts to collect, all fixed rents, 
percentage rents and other sums, whether payable as additional rent or 
otherwise, payable by such tenants and occupants under their respective 
leases and other agreements, or by other parties under license, service or 
other agreements. Manager shall obtain and review statements of sales 
furnished by tenants to support their payment of percentage rentals or other 
sums and deductions, and shall furnish a summary of such statements to Owner 
on a quarterly basis. Manager may not institute, prosecute or settle on 
behalf of Owner any legal or arbitration proceedings in connection with the 
tenant leases without the prior written approval by Owner, provided, however, 
if Co-Partner (as a May Affiliate) is authorized to take any such action 
pursuant to Sections 6.5B(3) and 6.7B(4) of the Partnership Agreement without 
the prior approval of Investor, Co-Partner may give such consent on behalf of 
Owner, and such consent may be oral. Manager shall keep Owner advised of 
Manager's collection activities from time to time and shall notify Owner of 
any claims which Manager deems to be uncollectable.

                                      4.
<PAGE>

     (g) Manager shall use diligent efforts to enforce the performance by 
tenants of all requirements of their respective leases.

     (h) Manager shall cause the Shopping Center to be maintained in good 
sanitary, orderly and safe operating condition and repair at Owner's cost, 
subject to the terms of the Approved Budget, and shall supervise the 
maintenance thereof. Manager shall, subject to the terms of the Approved 
Budget, (i) hire such persons, firms or corporations and purchase or lease 
such equipment and supplies at reasonable rates and costs as may be necessary 
or desirable to accomplish such purposes, and (ii) negotiate and administer 
contracts with third parties for electricity, gas, fuel supply, water, 
telephone, window washing, exterminating, equipment maintenance, trash 
handling and other contracts relating to the operation or maintenance of the 
Shopping Center to the extent that such services are not provided by Manager; 
however, Manager shall not enter into any agreement with an Affiliate of 
Manager or of Investor or Co-Partner without the prior written consent of 
Owner, provided, however, that if Co-Partner (as a May Affiliate) is 
authorized to do so pursuant to Section 6.6B(2) of the Partnership Agreement 
without the prior consent of Investor, then Co-Partner may give such approval 
and such approval may be oral.

     (i) Manager shall maintain the books, records and accounts of Owner and 
shall prepare and submit to Owner, within 45 days after the end of the 
just-concluded quarter, financial reports on the operation of the Shopping 
Center relating to such quarter. Such reports shall include, without 
limitation: income and expense statements, containing monthly and 
year-to-date information; statements listing rent delinquencies; leasing 
status report; statements reconciling material variances between the actual 
receipts and expenditures and the amount projected for such items as set 
forth in the applicable Approved Budget; and such other statements and 
reports as may be reasonably requested by Owner. Such financial reports shall 
be substantially in the form attached hereto as Exhibit "C". In addition, 
Manager shall assist Owner and Owner's accountants in preparing such annual 
financial reports and tax returns as may be required by Owner. Owner shall 
have the right to examine such books and records at any time during normal 
business hours at Manager's place of business and make copies thereof.

     (j) Manager shall advise Owner as to insurance coverage and shall 
procure insurance coverage for the Shopping Center in accordance 
with Article 15 hereof.

     (k) Manager shall organize and administer periodic meetings with Owner 
in order to review the status of the Shopping Center and establish direction 
as necessary.

     (l) If directed by Owner, Manager shall explore, from time to time, the 
feasibility of expanding the Shopping Center or of developing additional 
improvements on the Shopping Center Parcel, and shall make such proposals to 
Owner as Manager shall deem appropriate in connection therewith. Co-Partner 
(as a May Affiliate) shall be entitled to give such authorization to Manager 
without the consent of Investor to the extent permitted in Section 6.4E(3) of 
the Partnership Agreement. Manager shall implement all decisions of Owner in 
connection with the exploration of the expansion of the Shopping Center.

                                       5.

<PAGE>

     (m) Manager shall assist, if requested by Owner in a writing signed by 
both Partners, in any application by Owner for a zoning change or other 
application made by Owner to any governmental authority relating to the 
Shopping Center.

     (n) Manager shall establish, supervise and assist the advertising and 
promotional program for the Shopping Center, subject to the then-Approved 
Budget and Owner's recommendations in connection therewith.

     (o) Manager shall establish, supervise and assist in the formation of 
such merchants' associations or promotion and marketing funds, as deemed 
appropriate by Manager, and shall assist in the administration thereof, 
subject to the then-Approved Budget and Owner's recommendations in connection 
therewith.

     (p) Manager shall review, from time to time, the tax assessments levied 
upon the Shopping Center and shall recommend to Owner, when deemed 
appropriate by Manager in the exercise of Manager's reasonable business 
judgment, that proceedings be instituted by Owner to contest or appeal such 
assessments.

     (q) Manager shall deposit all funds received by Manager for Owner 
pursuant to this Agreement in the central bank account maintained by 
Co-Partner (as a May Affiliate) pursuant to Section 5.4B of the Partnership 
Agreement. Manager shall keep Owner informed at all times with respect to the 
bank in which such account is maintained, the name in which such account is 
kept, the number of such account and the names and titles of officers or 
employees of Manager who may draw upon such account. Officers or employees of 
Manager approved by Owner shall disburse from such account funds necessary 
for the operation and maintenance of the Shopping Center, including all 
Management Expenses in accordance with the terms of the then-Approved Budget 
and Section 2.1(c) hereof. Employees of Manager who handle or are responsible 
for the handling of Owner's funds shall be bonded by a fidelity bond 
acceptable both to Manager and Owner, provided, however, Manager may elect, 
in lieu of such bond, to indemnify Owner and the Partners thereof against 
loss, theft, embezzlement or other fraudulent acts on the part of Manager's 
employees, subject to Owner's prior written approval of the form and 
substance of the indemnity agreement.

     (r) Manager shall use its reasonable efforts which it believes necessary 
in the exercise of its reasonable business judgment to comply with and 
perform all covenants, obligations and limitations, and to make the payment 
of all amounts, subject to the terms of the then-Approved Budget, imposed by 
law or by any contract, instrument or encumbrance to which the Shopping 
Center or Owner and Manager shall be subject during the Term, including, but 
not limited to, the tenant leases executed in compliance with the 
then-Approved Leasing Plan or Section 2.1(c)(iii) or (d) hereof or as 
otherwise approved in writing by Owner and all mortgages and deeds of trust 
(including, but not limited to, the Existing Notes and other loan documents 
related thereto).

     (s) Manager shall pay and discharge to the extent permitted by the 
then-Approved Budget or pursuant to Section 2.1(c)(iii), out of the funds 
relating to the Shopping Center which are deposited in the account referred to

                                       6.

<PAGE>


in Section 2.1(q) hereof, all costs, expenses, liabilities and obligations of 
or relating to the Shopping Center or any part thereof at or before the time 
or times the same shall be due, including, but not limited to, the following:

      (i)   The payment of all business taxes, and all state and local taxes 
based in whole or in part on gross income or adjusted gross income, and all 
real and personal property taxes and assessments of every kind or description 
whatsoever, whether general, special, ordinary or extraordinary, which are 
assessed or levied against the Shopping Center or any part thereof, or which 
become payable, during or with respect to the Term or any part thereof.

      (ii)  The payment of all charges for or related to utilities.

       (t)  Manager shall perform such other services as may be necessary or 
proper to operate the Shopping Center in the manner contemplated by this 
Agreement.

                                      ARTICLE 3

                                        TERM
                                     
      SECTION 3.1   The term of this Agreement shall begin as of the date 
hereof and shall continue through December 31, 2000, and thereafter shall 
continue on a year-to-year basis, unless terminated by the parties in the 
manner provided in Article 4.

                                      ARTICLE 4

                                     TERMINATION
                                   
      SECTION 4.1  This Agreement may be terminated, at the option of 
Manager, by delivering to Owner written notice of such termination not less 
than 45 days prior to the effective date of such termination. This Agreement 
may also be terminated, at the sole option of Owner, and exercised by Investor 
on behalf of Owner, giving Manager written notice of such termination upon 
the occurrence of any of the following:

      (a)  Manager commits a material default hereunder, if such default is 
not cured within thirty days after receipt by Manager of a written notice 
setting forth and describing such default, or, if such default cannot be 
cured within 30 days, the curing of such default is not commenced within said 
30 days and thereafter diligently prosecuted to the curing thereof. If, after 
receipt of such written notice of default, Manager shall dispute that it is 
in material default of this Agreement, Manager may initiate arbitration 
proceedings, in the manner set forth in Section 16.3 hereof, to resolve the 
dispute. The time available to Manager to cure the default claimed in such 
notice shall not begin to run until a final determination has been made in 
such proceedings.

      (b)  Manager shall make an assignment for the benefit of creditors, 
apply for the appointment of a trustee, liquidator or receiver of any 
substantial part of its assets, or commence any proceeding relating to 
itself under any bankruptcy, reorganization, arrangement or similar law; or 
any such application is filed or proceeding is commenced against Manager and 
Manager indicates its consent thereto, or an order is entered appointing any 
such trustee, liquidator or receiver or approving a petition in any such 
proceedings and such order remains in effect for more than 90 days; or 
Manager shall admit in writing its inability to pay its debts as they become 
due.

      (c)  Co-Partner ceases to be a May Affiliate.


                                       7.

<PAGE> 

      (d)  Upon the sale of the Shopping Center by Owner.

      (e)  In the event that Manager has willfully and intentionally 
overcharged Owner for Management Expenses during any fiscal year during the 
Term.

      SECTION 4.2.  Within 45 days following the termination of this 
Agreement, Owner shall pay to Manager all compensation that may be due and 
payable as of the effective date of such termination. Manager shall deliver 
to Owner or Owner's designee, within 45 days after the effective date of such 
termination:

      (a)  all property of Owner which Manager has in its possession;

      (b)  a final accounting showing the balances of income and expenses as 
of the date of termination; and

      (c)  all other information reasonably necessary to terminate Manager's 
duties under this Agreement in an orderly and systematic manner.

                                    ARTICLE 5

                                  COMPENSATION
                                 
      SECTION 5.1  Subject to the terms of Sections 5.2 and 5.3 hereof, Owner 
shall reimburse Manager, as compensation for the services provided by Manager 
under this Agreement, for the following costs and expenses (the "MANAGEMENT 
EXPENSES") incurred by Manager or its Affiliates in performing Manager's 
obligations under this Agreement:  all "Direct Payroll Costs" (as defined in 
Section 5.1(a) hereof), plus all "Indirect Payroll Costs" (as defined in 
Section 5.1(b) hereof), plus the "Owner's Share" (as defined in Section 
5.1(c) hereof) of the general overhead expenses of Manager and its 
Affiliates. Manager shall only be entitled to compensation as and to the 
extent set forth in this Section 5.1 and Section 5.2 hereof. Without 
limitation on the generality of the foregoing, neither Manager nor any 
Affiliate of Manager shall be entitled to any leasing commissions in 
connection with the Shopping Center, but Manager shall be entitled to recover 
the Management Expenses relating to the leasing of space in the Shopping 
Center. Manager shall not enter into a general brokerage or leasing agreement 
with respect to the leasing of the Shopping Center. Such reimbursements shall 
be made pursuant to the following terms and conditions:

      (a)  "DIRECT PAYROLL COSTS" shall mean the wages or salaries (including 
taxes and employee benefits, but excluding therefrom expenses of the computer 
information service group and expenses of other support groups, if and to the 
extent such expenses are included as general overhead expenses pursuant to 
subparagraph (c) below) paid by Manager or its Affiliates to their off-site 
personnel computed on the basis of the hours of service provided by such 
personnel in performing Manager's obligations under this Agreement as 
indicated by written records of such time kept on a regular and consistent 
basis.

      (b)  "INDIRECT PAYROLL COSTS" shall mean the "Owner's Allocable Share" 
of the wages or salaries (including taxes and employee benefits) paid by 
Manager or its Affiliates to personnel for services which are not allocated 
by Manager or its Affiliates to any specific projects or properties as set 
forth in subparagraph (a) above (excluding therefrom expenses of the computer 
information services group and expenses of other support groups, if and to the


                                      8.
<PAGE>

extent such expenses are included as general overhead expenses pursuant to 
subparagraph (c) below). The "OWNER'S ALLOCABLE SHARE" of such costs for a 
given period shall be calculated by multiplying the amount of such costs by a 
fraction, the numerator of which shall be the Direct Payroll Costs charged by 
Manager or its Affiliates during such period, and the denominator of which 
shall be the total of all direct payroll costs which were incurred by Manager 
and its Affiliates during such period with respect to all shopping centers 
and properties which are managed by Manager.

     (c)  The "OWNER'S OVERHEAD SHARE" of general overhead expenses 
(including therein expenses of the computer information service group and 
other support groups [except to the extent included as Direct Payroll Costs 
or Indirect Payroll Costs], which shall be calculated in accordance with the 
accounting procedures uniformly used by Manager in connection with all the 
shopping centers and properties owned and managed by Manager) shall be 
determined in compliance with the applicable terms of this Section 5.1(c). 
Owner acknowledges that Manager owns and manages other properties and shopping 
centers in addition to the Shopping Center and that Manager will allocate 
various general overhead expenses between the Shopping Center and such other 
properties and to any other businesses engaged in by Manager. So long as 
Manager manages at least 10 shopping centers, the Owner's Share of such 
general overhead expenses shall be computed on the basis of an overhead 
factor, expressed as a multiple of Direct Payroll Costs and Indirect Payroll 
Costs, which is reasonably determined by Manager to uniformly and equitably 
distribute 100% (but not more than 100%) of such general overhead expenses to 
all shopping centers and other properties managed by Manager and to any 
other businesses engaged in by Manager. If, at any time during the term of 
this Agreement, Manager shall no longer manage at least 10 shopping centers, 
the Owner's Share of such general overhead expenses shall not exceed, in any 
event, an amount which is reasonably necessary for the operation of the 
Shopping Center in the manner contemplated by this Agreement.

     (d)  Owner acknowledges and agrees that Manager may use the corporate 
legal staff of Manager or its Affiliates to provide services on behalf of the 
Owner. Notwithstanding the provisions to the contrary set forth in this 
Section 5.1, Owner shall pay to Manager for such legal services the billing 
rate which is uniformly charged by Manager for such services (which rate, as 
of the date hereof, is $50.00 per hour).

     (e)  Manager acknowledges that the provisions of this Section 5.1 reflect 
the method of computing management fees used by Manager in managing the 
Shopping Center during 1985. Manager shall have the right, from time to time, 
to modify the methods of allocating and determining Management Expenses, 
provided that the method of allocation, as modified, shall uniformly and 
equitably allocate its total costs, expenses and overhead attributable to the 
various properties managed by Manager and the other businesses engaged in by 
Manager; but before making any such modification, Manager shall submit the 
same to Investor for approval, but Investor shall not have the right to 
object to such modification unless the same results in a disproportionate 
allocation of costs, expenses and overhead to the Business Property.

                                      9.
<PAGE>

     (f)  Manager shall furnish Owner with an accounting of all reimbursable 
costs and expenses no later than 90 days after the end of the fiscal year of 
Owner. Such an accounting shall be made in compliance with Manager's standard 
practices for calculating the costs of its management services and shall 
otherwise be reasonably satisfactory in form and substance to Owner.

     (g)  JMB, acting on behalf of Owner, shall have the right to cause an 
audit to be made of the Management Expenses reimbursed to Manager under this 
Agreement. No such audit shall be conducted more frequently than one time in 
any single calendar year. Such an audit shall be conducted not later than one 
year following the end of the year during which such Management Expenses were 
incurred. The audit shall be conducted by Peat, Marwick, Mitchell & Co. or 
another independent, certified public accounting firm selected by JMB on 
behalf of Owner and reasonably approved by Manager. Manager shall provide the 
accountant with such supporting data concerning the Management Expenses under 
audit as may be reasonably requested by such accountant within 30 days after 
receipt of written request therefor. If, as a result of such an audit, JMB 
claims that Management Expenses paid to Manager were in excess of those 
permitted hereunder, JMB shall deliver written notice thereof to Manager, 
setting forth in reasonable detail the basis of the dispute. Manager shall 
then have a period of 30 days following receipt of such notice in which to 
either reimburse Owner for the portion of Management Expenses in dispute or 
submit the dispute to arbitration pursuant to Section 16.3. If the arbitrator 
finds that any of the Management Expenses in dispute were paid in violation 
of the terms hereof, then Manager shall refund to Owner, within 30 days 
following receipt by Manager of the arbitrator's decision, the amount of 
Management Expenses which were found by the arbitrator to be improper, plus 
interest thereon at the rate of 10% per annum from the date such Management 
Expenses were improperly paid to Manager until the date of such refund. If 
the amount of any refund required under this Section 5.1(g) exceeds the total 
amount of Management Expenses paid during the period under audit by more than 
5% of the total amount of such Management Expenses, then Manager shall 
reimburse to JMB all of JMB's reasonable costs and expenses incurred in such 
audit; such reimbursement shall be made concurrently with the refund of the 
applicable Management Expenses.

     SECTION 5.2  REIMBURSEMENT OF OUT-OF-POCKET COSTS.  If Manager advances 
its own funds in the performance of its duties hereunder, it shall be 
entitled to reimbursement from the income of the Shopping Center for the 
amount so advanced. Such out-of-pocket costs shall include, without 
limitation, the salary and benefits and other payroll costs of on-site 
personnel. If such personnel devote time to more than one center or property 
managed by Manager, Owner shall not be required to reimburse Manager for more 
than Owner's fair and equitable share of such costs and expenses, fairly 
determined.

     SECTION 5.3.  It is expressly understood and agreed that the manner in 
which the Management Expenses are calculated is designed solely to reimburse 
Manager for the costs it incurs in managing and operating the Shopping Center 
in accordance with the terms of this Agreement and, accordingly, such

                                      10.
<PAGE>

calculation shall not result in Manager's receiving any profit or incurring 
any loss in the performance of its obligations hereunder. Manager shall act 
in good faith in fairly allocating its total costs among the Shopping Center, 
and other properties and shopping centers managed by Manager and the other 
businesses (if any) of Manager. Management Expenses shall not be increased or 
otherwise affected by reason of Manager's failure to be reimbursed for direct 
payroll costs, indirect payroll costs or general overhead expenses associated 
with any other shopping centers and other properties managed by or other 
businesses engaged in by Manager.

                                   ARTICLE 6

                                MANAGER'S STAFF

     SECTION 6.1  In order to perform the services required by this 
Agreement, it will be necessary for Manager to employ certain key personnel. 
Manager shall, at all times, employ a sufficient number of appropriately 
trained, experienced and otherwise qualified personnel to enable it to 
efficiently and effectively carry out its obligations pursuant to this 
Agreement. Manager shall use sufficient time and effort of such personnel to 
enable Manager to perform its obligations under this Agreement.

     SECTION 6.2  With the prior consent of Owner, Manager shall have the 
right from time to time to contract with such third parties as Manager shall 
deem appropriate in performing its obligations under this Agreement, and such 
consent may be given by Co-Partner without the consent of Investor to the 
extent permitted by the Partnership Agreement. Whenever services of third 
parties are used to perform any of the services described herein, all costs 
and expenses for such services shall be paid by Owner provided that the 
incurrence of such costs and expenses is in accordance with the Approved 
Budget and Section 2.1(c) hereof.

                                   ARTICLE 7

                                   ASSIGNMENT

     SECTION 7.1  Manager shall not assign, all or any part of its interest 
in or obligations arising out of this Agreement except to an "Affiliate". For 
purposes of this Agreement, the term "AFFILIATE" shall mean any of the 
following: (a) The May Department Stores Company, a New York corporation 
("MDS"); (b) any wholly owned subsidiary of MDS or Manager; or (c) any entity 
in which either MDS or Manager or their respective wholly owned subsidiaries 
own at least 25% of the voting control thereof and over which MDS or Manager 
or their subsidiaries, as the case may be, have effective control. Any 
transfer of stock or of a partnership interest in an Affiliate which reduces 
the interest of MDS, Manager or their respective subsidiaries to less than 
25% shall be deemed an assignment for purposes of this Section 7.1.

                                   ARTICLE 8

                                    NOTICES

     SECTION 8.1  Every notice, demand, direction, consent, approval, request 
and other communication required or permitted hereunder ("NOTICE") shall be 
in writing, and shall be personally delivered or sent by overnight courier, 
registered or certified United States Mail, postage prepaid, return receipt 
requested, to whomever the Notice is required or permitted to be sent, and 
addressed as stated below:

                                      11.
<PAGE>

TO MANAGER:  May Centers, Inc.
             611 Olive Street
             St. Louis, Missouri 63101
             Attn:  Chairman

TO OWNER:    Topanga Plaza Partnership
             c/o May Centers, Inc.
             611 Olive Street
             St. Louis, Missouri 63101
             Attn:  Chairman

     with a copy to:

             JMB Income Properties, Ltd. - XII
             c/o JMB Realty Corporation
             875 N. Michigan Avenue
             Suite 3900
             Chicago, Illinois 60611
             Attn:  Mr. Robert J. Chapman

             and

             Pircher, Nichols & Meeks
             10100 Santa Monica Boulevard
             Los Angeles, California 90067
             Attn:  Real Estate Notices

     SECTION 8.2  Any party may change the address to which Notices served 
upon it are to be sent by 10 days' prior Notice informing the other parties 
of the change in address. All Notices given by United States mail as a 
registered or certified matter or by overnight courier service shall be 
deemed to have been given on the day the return receipt is signed and 
received by the sending party, or, in the event that the addressee refuses 
receipt, then on the third day after the same is either (1) deposited in the 
United States mail as registered or certified matter, addressed as above 
provided, with postage thereon fully prepaid or (2) delivered to a courier 
service with instructions for prompt delivery of the same provided a signed 
receipt evidencing delivery is obtained by such courier service within such 
three-day period. Any notice not given by registered or certified mail as 
aforesaid shall be deemed to be given upon receipt of the same by the party 
to whom the same is to be given.

                                   ARTICLE 9

                                   AMENDMENT

     SECTION 9.1  This Agreement shall be subject to amendment only by a 
writing signed by both Partners and Manager.

                                   ARTICLE 10

                                  SEVERABILITY

     SECTION 10.1  If any term or provision of this Agreement, or the 
application thereof to any person or circumstance, shall to any extent be 
held invalid or unenforceable by a court of competent jurisdiction, such 
result shall not affect the other terms and provisions of this Agreement or 
applications thereof which can be given effect without the relevant term, 
provision or application. To this end, the parties agree that the provisions 
of this Agreement are and shall be severable.

                                       12.
<PAGE>


                                   ARTICLE 11

                              REMEDIES CUMULATIVE

     SECTION 11.1  Except as otherwise provided herein, all rights, 
privileges and remedies afforded the parties by this Agreement shall be 
deemed cumulative, and in addition to all rights and remedies available at 
law or in equity.

                                   ARTICLE 12

                             SUCCESSORS AND ASSIGNS

     SECTION 12.1  This Agreement shall be binding upon and inure to the 
benefit of the parties and their permitted successors and assigns.

                                   ARTICLE 13

                                LAW APPLICABLE

     SECTION 13.1  The laws of the State of California shall govern the 
enforcement and construction of this Agreement.

                                   ARTICLE 14

                               CONSENT OR WAIVER

     SECTION 14.1  No consent or waiver, express or implied, by either party 
to this Agreement to, of or for any breach or default by the other party in 
performance of its obligations hereunder shall be deemed or construed to be a 
consent or waiver to or for any other breach or default in performance by 
such other party of the same or any other obligation of such party hereunder. 
Failure on the part of either party to complain of any act or failure of the 
other party to this Agreement or to declare the other party in default, 
irrespective of how long such failure continues, shall not constitute a 
waiver by such party of its rights hereunder.

                                   ARTICLE 15

                         INDEMNIFICATION AND INSURANCE

     SECTION 15.1  Manager shall indemnify and save Owner harmless from and 
against all damages, claims, losses, liabilities, costs and expenses 
(including reasonable legal fees) arising out of (a) the gross negligence, 
willful misconduct or intentional torts of Manager or Manager's agents, 
servants, employees or sub-contractors or (b) acts which are in breach of 
Manager's duties under this Agreement or which are outside of the scope of 
Manager's authority under this Agreement.

     SECTION 15.2  Owner shall indemnify, defend and hold Manager harmless 
from and against all damages, claims, losses, liabilities, costs and expenses 
(including reasonable legal fees) incurred by Manager in connection with its 
services under this Agreement, excepting only those matters within the scope 
of indemnification made by Manager in Section 15.1 hereof.

     SECTION 15.3

     A.  Manager shall procure and maintain, at Owner's expense, extended 
coverage insurance as set forth in this Section. In the event that Manager is 
unable to procure insurance which complies in all respects with this Section, 
Manager shall promptly notify Owner of such failure, but in no event shall 
Manager let the Business Property be uninsured. Owner shall be the primary 
named insured under such policies. Manager and lenders providing financing 
for the Shopping Center and certain tenants designated by Owner shall be 
named as additional insureds under such policies. All such insurance shall be

                                       13.
<PAGE>

coordinated with the insurance required to be carried by tenants and, where 
economically feasible, shall be obtained under blanket policies covering 
other properties in which Owner or Manager has an interest. The amounts of 
coverage and the risks insured against in the policies obtained by Manager 
shall be subject to the approval of Owner but, without limiting the 
foregoing, such policies shall, at a minimum, include the following:

     (a)  PROPERTY INSURANCE.  "All-risk" property damage insurance, covering 
the Business Property in an amount equal to 100% of replacement value, with a 
stipulated amount or agreed valuation endorsement, such insurance to include 
fire and extended coverage with vandalism, malicious mischief, and other 
appropriate endorsements on the buildings, equipment, and other improvements 
on the Shopping Center, and protection against damage caused by earthquake 
and flood, if available, in amounts directed by Owner.

     (b)  PUBLIC LIABILITY INSURANCE.  Broad form general public liability 
insurance and automobile liability insurance with combined single-limit 
liability limits of not less than $10,000,000 for bodily and personal injury 
and property damage;

     (c)  CONTRACTUAL LIABILITY INSURANCE.  Insurance for the contractual 
liabilities assumed by Owner;

     (d)  RENTAL INCOME INSURANCE.  Rental income insurance in an amount not 
less than 100% of the projected rental income from the Shopping Center for 
one year when fully leased; and

     (e)  MANDATORY INSURANCE.  Workers' compensation and all other insurance 
required by any ordinance, law or governmental regulation.

The policies shall not be cancelled nor shall the coverages thereunder be 
reduced without at least 30 days' prior notice to each of the partners of 
Owner and Manager; and, in any event, all parties insured thereunder shall 
receive notice not less than 15 days prior to the expiration of such policies.

     SECTION 15.4  The insurance policies required under Section 15.3 shall 
contain a provision, to the extent obtainable, to the effect that such 
insurance shall not be invalidated or limited if any one or more of the 
insureds thereunder waives any or all claims for recovery against the other 
insureds thereunder; and so long as such provision is in effect, each of 
Manager and Owner hereby waives all claims for recovery from the other for 
any loss or damage insured under such policies. The foregoing, however, shall 
not relieve Manager from its obligation to maintain the insurance required 
hereunder.

                                   ARTICLE 16

                                    APPROVALS

     SECTION 16.1  Manager shall be authorized to take all actions on behalf 
of Owner as set forth in this Agreement; provided, however, that certain 
actions shall require the prior written approval of both Co-Partner and JMB, 
in accordance with the terms of the Partnership Agreement, including, but not 
limited to, Sections 6.4 and 6.6 hereof.

     SECTION 16.2  Except as provided in Section 16.1 above or Section 16.3 
below, any time a provision of this Agreement requires the approval of Owner 
or any constituent partner of Owner, such approval shall not

                                       14.
<PAGE>

be unreasonably withheld or delayed. Except in the case of an emergency, any 
such approval shall be in writing. Such approval shall be deemed to have been 
given if no response shall have been given within 30 days after receipt of a 
written request therefor. Any denial of approval shall state with reasonable 
certainty the reason or reasons for such denial, and, if reasonably 
practicable, shall state the criteria for such approval.

     SECTION 16.3

     A.  REQUEST.  In connection with an "Arbitrable Decision" (as 
hereinafter defined) but no other decision or action hereunder, the Partner 
("REQUESTING PARTY" who desires to make a particular decision (or any related 
series thereof) which is an Arbitrable Decision, shall request in writing for 
the approval of the other Partner ("NON-REQUESTING PARTY") of such matter. 
(Whenever (a) a controversy has arisen between the parties with respect to 
any claim by any party that consent or approval has been unreasonably 
withheld or delayed and then only in those instances where this Agreement or 
applicable law provides that consent or approval shall not be unreasonably 
withheld or delayed, or (b) this Agreement expressly provides that a 
particular decision may be subjected to arbitration such decision shall be 
herein referred to as "ARBITRABLE DECISION".)

     B.  REPLY.

     (1)  NO RESPONSE.  If Non-Requesting Party fails to respond (by request 
for more information or otherwise) to Requesting Party's written request for 
Non-Requesting Party's consent to a given Arbitrable Decision within 30 days 
after delivery of such request, then Non-Requesting Party shall be deemed to 
have approved or agreed with the matter set forth in such request.

     (2)  If Non-Requesting Party fails to approve such decision (or be 
deemed to have approved it pursuant to subparagraph (1) above) within 30 days 
after delivery of such request, then within seven days after the expiration 
of the 30-day period, Requesting Party may request arbitration by notifying 
Non-Requesting Party in writing of the following: (i) Requesting Party's 
desire to arbitrate, (ii) the basis on which Requesting Party claims that the 
arbitration should be decided in its favor and (iii) Requesting Party's 
arguments in support thereof briefly stated (Requesting Party will not be 
foreclosed from advancing other and additional arguments at the time of the 
arbitration hearing). Such notice shall be hereinafter referred to as the 
"ARBITRATION NOTICE". Thereafter, the following provisions shall apply:

     (1)  Within seven days after receipt of the Arbitration Notice, 
Non-Requesting Party shall deliver a notice ("REPLY NOTICE") to Requesting 
Party stating Non-Requesting Party's position on the matters set forth in the 
Arbitration Notice (but Non-Requesting Party will not be foreclosed from 
advancing other and additional arguments at the arbitration hearing).

     (2)  If there is any difference between the parties concerning the 
issue or issues, and if they are unable to resolve this difference within 
seven days after Requesting Party receives the Reply Notice from 
Non-Requesting Party, the dispute concerning the issue or issues shall be 
determined by the arbitrator(s) who shall be selected as set forth in 
paragraph C below.

                                       14A.
<PAGE>

     C.  SELECTION OF ARBITRATOR; EXPENSES; LOCATION.  The arbitrator shall 
be a person selected from among a list obtained from the chief executive 
officer of the International Council of Shopping Centers or any successor 
body of comparable function, or if no such body is in existence, from the 
Chief Executive Officer of the American Arbitration Association (California 
Chapter) or any successor body of comparable function at the request of 
either Partner. Such list shall be obtained by Requesting Partner and shall 
contain the names of 10 persons who, in the opinion of said Officer, are 
experienced and qualified in the operation, management and leasing of space 
in large Southern California shopping malls. The arbitrator shall be chosen 
from such list by the Requesting Party and Non-Requesting Party, in the 
exercise of each Party's sole discretion. If the parties do not agree on a 
single arbitrator, then the arbitration shall be conducted with a panel of 
three arbitrators. The panel shall be chosen by Requesting Party's selecting 
one arbitrator and Non-Requesting Party's selecting an arbitrator, each of 
whom shall be experienced in the operation and management of regional 
shopping centers; thereafter such arbitrators shall choose the third 
arbitrator, who shall be a neutral arbitrator chosen from the list obtained 
by the Requesting Party. If within 10 days after receipt of such list by the 
Parties, a Party does not exercise its right to choose any arbitrator from 
such list, then the arbitrator chosen from the list by the other Party shall 
arbitrate the dispute in question. If the two arbitrators are unable to 
select a neutral arbitrator with 10 days from the day on which the second 
arbitrator was selected by a Party, either party may apply to the Presiding 
Judge of the Los Angeles County Superior Court for designation of the neutral 
arbitrator.

     The costs of arbitration including, but not limited to, the fees and 
expenses of the arbitrator(s) and the reasonable attorneys' fees and costs of 
the prevailing party in the arbitration, shall be paid by the nonprevailing 
party in the arbitration. The location of arbitration shall be Los Angeles, 
California unless the parties select in writing another mutually satisfactory 
location. The arbitrator(s) shall notify the parties as promptly as feasible, 
but in no event later than five days after the selection of the final 
arbitrator, as to the date, time, place of hearing, and any other matters 
which the arbitrator deems necessary.

     D.  RULES; PROCEDURE.  The commercial rules of the American Arbitration 
Association shall be applied in any arbitration under this Agreement, to the 
extent such Rules and Procedures are not inconsistent with this Section 6.10.

     E.  AWARD.  The arbitration award shall be rendered in writing as soon 
after the conclusion of the arbitration hearing as may be feasible, and in no 
event later than 10 days thereafter. The arbitrator shall not have the right 
to add to, subtract from, change, or otherwise alter this Agreement or any 
term thereof, and particularly the arbitrator shall not have the right to 
include damages as part of the award, provided, however, that the arbitrator 
shall award the prevailing party reasonable attorneys' fees and costs. The 
sole effect of a finding by the arbitrator (1) of the question whether an 
approval was unreasonably withheld shall be that such approval shall be 
deemed to have been granted, or (2) as to any other matter in favor of a 
particular

                                       14B.
<PAGE>

Partner shall be that the disagreement shall be deemed resolved in favor of 
such Partner as provided in this Agreement.

     F. GENERAL. Whenever in this Agreement it is provided that a matter shall
be or may be subjected to arbitration, arbitration shall be the sole method 
to be used in determining the matter so subjected to arbitration. Subject to 
Section 1286.2 of the California Code of Civil Procedure, the determination 
of the arbitrator(s) shall be final, conclusive and binding upon the parties 
hereto, and judgment in favor of a party in accordance with such determination
may be entered in any court having jurisdiction thereof.


                               ARTICLE 17

                              MISCELLANEOUS

     SECTION 17.1  All services performed by Manager at the Shopping Center 
site under the provisions of this Agreement shall be deemed to be performed 
for Owner and all reasonable expenses properly incurred in connection with 
the performance of such services shall be the obligation of Owner.

     SECTION 17.2  The following exhibits are attached to and made a part of 
this Agreement:

     Exhibit A - Legal Description of Shopping Center Parcel
     Exhibit B - Form of Budget
     Exhibit C - Form of Monthly Reports

     SECTION 17.3  No present or future partner of Owner or of any 
partnership which is now or hereafter a partner of Owner shall have any 
personal liability for or by reason of any matter or thing whatsoever, under 
or in connection with this Agreement, and Manager hereby waives and all

                                    149

<PAGE>


such personal liability of such general partners, provided, however, that the 
foregoing shall not limit the recourse of Manager against Owner's interest in 
the Shopping Center for claims under this Agreement. The limitations of 
liability provided in this paragraph are in addition to, and not limitation 
of, any limitation on liability applicable to Owner provided by law or in 
this Agreement or by any other contract, agreement or instrument relating to 
Owner. 

      IN WITNESS WHEREOF, the parties hereto have duly signed this Agreement 
as of the day and year first above written.


                             OWNER:

                             TOPANGA PLAZA PARTNERSHIP,
                             a California general partnership

                             By Topanga Center, Inc.,
                                General Partner


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


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


                             By JMB Income Properties, Ltd. - XII,
                             a limited partnership,
                             General Partner 

                                By JMB PROPERTIES-XII, INC.,
                                   an Illinois corporation,
                                   General Partner 


                                   By  /s/ Authorized Officer
                                     -------------------------------
                                       Vice President


                             MANAGER:

                             MAY CENTERS, INC.,
                             a Missouri corporation


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


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



                                     15.