EXHIBIT 10-C.
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                       JMB MORTGAGE PARTNERS, LTD. - III
                           900 North Michigan Avenue
                              Chicago, IL  60611



                                 July 15, 1997



Rivergate Properties, Ltd.
c/o A.C. Masingill, Jr.
7215 Canmore Lane
Knoxville, Tennessee 37919

Re:   THE SHOPPES AT RIVERGATE

Ladies and Gentlemen:

      Please refer to that certain instrument caption "DEED OF TRUST,
ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT
("Deed of Trust") dated as of August 24, 1987, by and between Rivergate
Properties, Ltd. ("Grantor"), Robert M. Berger ("Trustee") and JMB Mortgage
Partners, Ltd. - III ("Beneficiary"), recorded in the Office of the
Register of Davidson County, Tennessee in Book 7349, Page 21 as Number
64001, encumbering the land and improvements ("Property") described in the
Deed of Trust, located in Davidson County, Tennessee and popularly known as
"The Shoppes at Rivergate," and securing, among other things, repayment of
a note ("Note") captioned "PROMISSORY NOTE," dated August 24, 1987, in the
original principal amount of Twelve Million Seven Hundred Fifty Thousand
Dollars ($12,750,000), made by Grantor and payable to Beneficiary, and
pursuant to which Beneficiary made a loan ("Loan") to Grantor.  Beneficiary
and Grantor entered into a letter agreement (the "Agreement") dated June
23, 1997 pertaining to the repayment of the Loan.  The Deed of Trust, the
Note, the Agreement and all other documents evidencing, securing or
governing the Loan executed prior to the date hereof shall sometimes
hereinafter collectively be referred to as the "Loan Documents".

      On the date hereof, Beneficiary will accept a payment of
$11,618,123.29 as repayment in full of the Loan, including all principal,
interest and charges which may be due and owing under the  Loan Documents. 
This sum consists of (a) a principal payment of the Loan in the  amount of
$11,600,000.00, (b) $15,000.00 pursuant to the Agreement (which provides
for a payment by Grantor of $1,000.00 for each day that elapses between
June 30, 1997 and the date the repayment of the Loan is received by
Beneficiary) and (c) Basic Interest (as defined in the Note) in the amount
of $3,123.29.  For each day after July 15, 1997 that the Loan remains
outstanding, the Loan may be repaid by payment of an amount (the "Repayment
Amount") equal to (a) $11,618,123.29 plus (b) one day's Basic Interest in
the amount of $3,123.29 for each day through the repayment date that the
Loan remains outstanding plus (c) pursuant to the Agreement, $1,000,00 for
each day through the repayment date that the Loan remains outstanding.

      The Repayment Amount must be delivered, if at all, by wire transfer
to the account of JMB Mortgage Partners, Ltd. - III at Bank of America
Illinois, Chicago, Illinois, ABA Number 071000039, Account Number 7487630.







<PAGE>



      Beneficiary acknowledges that it is currently holding the amount of
$55,696.88 in escrow for the payment of real estate taxes and that, in lieu
of returning such amounts to Grantor, Beneficiary shall apply such amount
toward the Repayment Amount.

      In order for Beneficiary to accept a repayment of the Loan in
accordance with the terms of this letter, Beneficiary must receive the
Repayment Amount by the close of business on July 18, 1997.  If Beneficiary
does not receive the Repayment Amount by the close of business on July 18,
1997, then this letter shall be null and void, and any repayment of the
Loan must be made in accordance with the terms of the Loan Documents.

      Except for the agreement of Beneficiary to accept a repayment of the 
Loan in accordance with the terms of this letter, the Loan Documents are
and shall remain in full force and effect in accordance with their terms. 
No party to this letter will be bound by, and no rights or liabilities will
arise from, any statements, oral agreements, draft documents, term sheets, 
letters or any other communications.  This letter may only be amended by a 
written amendment, fully executed and delivered by the parties.

      This letter replaces and supersedes our letter to you dated July 7,
1997.


      Thank you very much,



            JMB MORTGAGE PARTNERS, LTD., - III
            an Illinois limited partnership

            By:   JMB Realty Corporation,
                  a Delaware corporation,
                  General Partner


                         JULIE H. WALNER
                  By:    Julie H. Walner
                         Vice President