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                                                                  Exhibit 10(ii)

                                PROMISSORY NOTE
                                ---------------

                                                        Dated:  January 30, 2001

     FOR VALUE RECEIVED, the undersigned, GENERAL GROWTH MANAGEMENT, INC., a
Delaware corporation, and GGPLP L.L.C., a Delaware limited liability company,
jointly and severally (collectively, the "Borrower"), HEREBY PROMISE TO PAY to
the order of BANK OF AMERICA, N.A., a national banking association (the
"Lender") on the Maturity Date, the aggregate principal amount then outstanding
of the Loans made by the Lender to the Borrower pursuant to that certain
Revolving Credit Agreement dated as of January 30, 2001, among the Borrower, the
Lender, and the other financial institutions from time to time parties thereto
as Lenders and Bank of America, N.A., as Administrative Agent (as the same may
be amended, restated, supplemented, or otherwise modified from time to time, the
"Credit Agreement"). Capitalized terms used herein, and not otherwise defined
 ----------------
herein, shall have the meanings ascribed to such terms in the Credit Agreement.

     The Borrower further promises to pay interest on the unpaid principal
amount of each Loan from the date advanced until such principal amount is paid
in full, at such interest rates (which shall not exceed the maximum rate
permitted by Illinois law), and at such times, as are specified in the Credit
Agreement.

     All payments of principal and interest in respect of this Promissory Note
shall be made to the Administrative Agent in lawful money of the United States
of America in same day funds for the account of the Lender in accordance with
the terms of the Credit Agreement. Each Loan made by the Lender to the Borrower
pursuant to the Credit Agreement, and all payments made on account of principal
thereof, shall be recorded by the Lender on its books and records and, if the
Lender so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding may be endorsed by the Lender on a schedule to be
attached hereto by the Lender and thereby made a part hereof, or on a
continuation of such schedule to be attached to and made a part hereof; provided
that the failure of the Lender to make any such recordation or endorsement shall
not affect the obligations of the Borrower hereunder or under the Credit
Agreement.

     This Promissory Note is one of the Notes referred to in, is executed and
delivered pursuant to, and is entitled to the benefits of, the Credit Agreement,
to which Credit Agreement reference is hereby made for a statement of the terms
and conditions under which this Promissory Note may be prepaid or the
Obligations accelerated or extended. The terms and conditions of the Credit
Agreement are hereby incorporated in their entirety herein by reference as
though fully set forth herein. Upon the occurrence of certain Events of Default
as more particularly described in the Credit Agreement, the unpaid principal
amount evidenced by this Promissory Note shall become, and upon the occurrence
and during the continuance of certain other Events of Default, such unpaid
principal amount may be declared to be, due and payable in the manner, upon the
conditions and with the effect provided in the Credit Agreement.
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     Demand, presentment, diligence, protest and notice of nonpayment are hereby
waived by the Borrower.

     THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF ILLINOIS.

     IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be
executed and delivered by its duly authorized representative as of the day and
year first above written.


                                      GENERAL GROWTH MANAGEMENT,
                                      INC., a Delaware corporation

                                      By: ______________________________________
                                          Name:  Bernard Freibaum
                                          Title: Executive Vice President

                                      GGPLP L.L.C., a Delaware limited liability
                                      company

                                      By:  GGP Limited Partnership, a Delaware
                                           limited partnership, its managing
                                           member

                                           By:  General Growth Properties,
                                                Inc., a Delaware corporation,
                                                its sole general partner

                                                By:_____________________________
                                                 Name:  Bernard Freibaum
                                                 Title: Executive Vice
                                                        President

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