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                                                                   EXHIBIT 10(g)

             REAL ESTATE CONSULTING AND ADVISORY SERVICES AGREEMENT

         This Agreement is entered into as of February 18, 2002, by and between
Hilco Real Estate, LLC, a Delaware limited liability company ("Hilco"), and
Jacobson Stores, Inc. (the "Company" or "Debtor"), which has filed a voluntary
petition for relief under Chapter 11 of the United States Bankruptcy Code, in
the United States Bankruptcy Court for the District of _______ (the "Bankruptcy
Court") subject to notice and Bankruptcy Court approval, and Debtor hereby
agrees to retain Hilco with respect to the analysis and sale of Debtor's right,
title and interest in the Company's owned properties, (the "Owned Properties")
and in leased properties (each a "Lease," and collectively, the "Leases") set
forth on Schedule A hereto and any additional properties added pursuant to the
terms hereof.

                                    Recitals:

A.       Company operates a retail department store chain.

B.       Company desires to sell and assign certain of the Owned Properties and
certain of the Leases and/or to renegotiate the terms of certain other leases
designated by the Company, and seeks to engage Hilco to provide certain
consulting services in connection therewith.

                                   Agreement:

         NOW, THEREFORE, in consideration of the foregoing recitals and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Company and Hilco agree as follows:

         1.       Consulting and Advisory Services. At Company's request, Hilco
shall provide the consulting and advisory services of the principals of Hilco,
with a view towards successfully negotiating the assumption and assignment of
the Leases and sale of the Owned Properties and/or renegotiating the terms and
conditions of certain other leases, as designated by the Company in writing.
Such services shall include:

                  (a)      Meeting with Company to ascertain the Company's
                           goals, objectives and financial parameters.

                  (b)      Developing and designing a marketing program
                           consistent with the terms of the proposal dated
                           February 7, 2002, (the "Proposal") for the sale
                           and/or assignment of the Leases and the Owned
                           Properties.

                  (c)      Where appropriate and in conjunction with the
                           Company, Hilco will coordinate and organize the
                           bidding procedures and sale process, as outlined in
                           the Proposal, in order to maximize the attendance of
                           all interested bidders for the sale and assignment of
                           the Leases and the Owned Properties.

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                  (d)      At Company's direction and on Company's behalf,
                           negotiate the terms of the purchase agreements for
                           the sale and assignment of the Owned Stores and
                           Leases.

                  (e)      At Company's direction and on Company's behalf,
                           renegotiate the terms and conditions of termination
                           agreements with the landlords under the Leases.

                  (f)      At Company's direction and on Company's behalf,
                           Hilco will negotiate for the benefit of the Debtor's
                           estate claim reductions and modifications with
                           respect to the Leases.

                  (g)      Reporting periodically (not less frequently than
                           weekly) to Company regarding the status of
                           negotiations.

         2.       Term. Subject to the entry of an Order of the Bankruptcy
Court, the term of this Agreement shall commence upon the execution hereof and
shall expire on March 1, 2003 provided, however, that Hilco or the Debtor may
terminate this Agreement for "cause" upon three (3) days prior written notice to
the other, without prejudice to Hilco's rights pursuant to Section 6 below and
subject to payment of all fees and expenses then due and owing. For purposes of
this Agreement, "cause" shall mean failure of either party to perform any of its
material obligations hereunder.

         3.       Authority. Hilco is authorized only to negotiate the terms of
the sale of the Owned Properties or sale or assignment of the Leases or
renegotiate the terms and conditions of certain leases as directed by the
Company at the direction and on the behalf of Company, but not to commit the
Company to any agreement or arrangement or to sign any instrument on behalf of
the Company without the Company's express consent.

         4.       Compensation. As compensation for Hilco's services, the
Company will pay to Hilco:

                  (a)      Subject to Section 10(q) hereof with respect to the
                           Toledo Store, upon closing the disposition, by
                           assignment, sale or otherwise of the Owned Properties
                           and the Leases, a fee equal to two percent (2.0%) of
                           the Gross Proceeds (as defined below);

                  (b)      A fee of three and one-half percent (3.5%) for each
                           Claim Reduction (as defined below) (a "Claim
                           Reduction Payment") with a minimum of $5,000 per
                           store. A "Claim Reduction" shall mean the entry into
                           an agreement by the Debtor with a landlord negotiated
                           by Hilco for the reduction or waiver of claims under
                           11 U.S.C. Section 502(b)(6) ("Claim Reduction
                           Agreement") with respect to a Lease, calculated based
                           on the net cash savings to the estate as a result of
                           such Claim Reduction Agreement (a "Claim Reduction");
                           provided, however, that Hilco shall

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                           seek Claim Reductions only for Leases for that the
                           Company has requested that Hilco obtain Claim
                           Reductions;

                  (c)      A fee of four percent (4%) of the Rent Reduction (as
                           defined below) achieved for any Renegotiated Lease
                           (as defined below) (a "Rent Reduction Payment").


                   "Gross Proceeds" shall mean the total amount of cash paid by
                  the buyer(s) of the Owned Properties or lease assignee or
                  landlord for any Lease.

                  "Rent Reduction" shall mean as to any Renegotiated Lease, the
                  present value of rent reductions provided in such Renegotiated
                  Lease determined as of the closing date of such Renegotiated
                  Lease using a discount rate of eight percent (8%).

                  "Renegotiated Lease" shall mean any lease that the Debtor has
                  requested Hilco to achieve a rent reduction and for which the
                  Debtor has entered into an amended lease or lease amendment
                  consummating such rent reduction.


                  The Debtor shall have the sole right to accept or reject the
                  proposed disposition of the Owned Properties or the assumption
                  or rejection of a Lease or other transaction involving the
                  same. The Debtor shall have the sole right to accept or reject
                  any proposed Claim Reduction Agreement or Renegotiated Lease.
                  The amounts owing to Hilco hereunder shall be paid (i) at the
                  time of closing for an Owned Property or Lease disposition
                  transaction directly out of Gross Proceeds; (ii) upon
                  execution of a Claim Reduction Agreement, for Claim Reduction
                  Payments as to the minimum payment, and at the time of the
                  effective date of a plan or reorganization or conversion of
                  the case to a chapter 7 case, any additional amounts on
                  account of Claim Reductions and (iii) upon execution of a
                  Renegotiated Lease, for any Rent Reduction Payments.

                  The order of the Bankruptcy Court approving this Agreement
                  shall provide that Hilco shall be paid the disposition fees
                  directly out of Gross Proceeds. All payments to Hilco shall be
                  free and clear of any liens, claims and encumbrances.

         5.       Costs. Hilco shall be entitled to reimbursement from Company
for all Reimbursable Expenses (defined below). Billing shall be monthly and
payment shall be due not later than thirty (30) days after the date of invoice.
"Reimbursable Expenses" means all out-of-pocket expenses incurred by Hilco in
connection with its performance of its services hereunder, in an amount not to
exceed an agreed upon amount with the Company (in accordance with a budget to be
submitted by Hilco and agreed upon by Company prior to execution of this
Agreement) including, without limitation: reasonable expenses of coach travel
and transportation, including, the cost of out-of-town travel, court attendance
and expert witness testimony (which shall be paid at Hilco's standard hourly
rate for such services as specified in the agreed upon budget), including
economy transportation expenses, room and board; long distance telephone
charges; postage and courier/overnight express fees. Hilco shall not be
responsible for any transactional costs and/or legal expenses incurred by the
Debtor in

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connection with its retention of Hilco and its involvement with the subject
matter of this Agreement. In the event any marketing expenses are required to be
pre-paid, the Debtor will be presented with those requests and be responsible
for those payments to the extent contemplated by the budget.

         6.       Survival. If within ninety (90) days after the expiration of
the term of this Agreement or any extension thereof, Company shall enter into an
assignment of any Owned Property or Lease (as to which disposition agreement was
not entered into during the term hereof), with an entity Hilco contacted and
showed the related property during the term of this Agreement (a "Contacted
Party") Hilco shall be entitled to a fee in accordance with Paragraph 4 as if
such assignment had been entered into during the term of this Agreement unless
the termination of Hilco has been for "cause." Hilco shall provide the Company
with a list of the Contacted Parties within ten (10) days of the termination of
this Agreement.

         7.       Hilco and Company Covenants. In consideration of this
Agreement, Hilco agrees to utilize reasonable efforts and diligence to achieve
the purpose of this Agreement. Company agrees to cooperate reasonably with Hilco
and to make available to Hilco such information as Hilco requests, including
true and correct copies of the Leases and related correspondence.

         8.       Successors and Assigns. Hilco shall be entitled to
compensation for services rendered in accordance herewith and this Agreement
shall be binding upon the Debtor or any successor or assignee.

         9.       Exclusive. Hilco shall have the sole and exclusive authority
to perform all services outlined herein on an "exclusive right to sell" basis,
and all inquiries regarding the Owned Properties and Leases made to the Debtor,
its representatives, counsel or related parties to the Debtor, shall be
redirected to Hilco.

10.      General Provisions.

         (a)      Debtor and Hilco shall deal with each other fairly and in good
                  faith so as to allow both parties to perform their duties and
                  earn the benefits of this Agreement.

         (b)      The Debtor recognizes and acknowledges that the services to be
                  provided by Hilco pursuant to this Agreement are, in general,
                  transactional in nature, and Hilco will not be billing the
                  Debtor by the hour nor maintaining time records, with the
                  exception of Hilco's hourly rate for court appearances. It is
                  agreed that Hilco is not requested or required to maintain
                  such time records, with the exception of Hilco's hourly rate
                  for court appearances, and that its compensation will be fixed
                  on the percentages set forth herein.

         (c)      Any correspondence or required notice shall be addressed as
                  follows:

                      If to Hilco:        Hilco Real Estate, LLC
                                          5 Revere Drive, Suite 320
                                          Northbrook, Illinois 60062


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                                          Tel.     (847) 504-2450
                                          Fax      (847) 714-1289
                                          Attn:  Mitchell P. Kahn


                      If to the Debtor:   Jacobson Stores Inc.
                                          3333 Sargent Road
                                          Jackson, Michigan 49201
                                          Tel:  (517) 764-2213
                                          Fax:  (517) 764-7983
                                          Attn:  Paul W. Gilbert

                                          With a copy to:
                                          Richard J. Burstein, Esquire
                                          Honigman Miller Schwartz and Cohn LLP
                                          32270 Telegraph Road, Suite 225
                                          Bingham Farms, Michigan 48025
                                          Telephone:  (248) 566-8430
                                          Facsimile:  (248) 566-8431

         (d)      The effectiveness of this Agreement is subject to and
                  contingent upon the entry of a Bankruptcy Court order, in form
                  and substance acceptable to Hilco, authorizing the Debtor's
                  entry into this Agreement, which Debtor agrees to use its best
                  efforts to obtain. The Debtor will provide Hilco with a copy
                  of the pleadings requesting retention of Hilco prior to
                  submission to the Bankruptcy Court and advise Hilco of any
                  objection or hearings pertaining to Hilco's retention. Hilco
                  shall provide the Debtor with any and all information and
                  documentation necessary for its retention by the Debtor.

         (e)      Debtor acknowledges that this Agreement in its entirety will
                  be attached to, and made a part of, Debtor's application to
                  the Bankruptcy Court and will be incorporated by reference in
                  the Bankruptcy Court Order authorizing Hilco's retention.

         (f)      This Agreement shall be deemed drafted by both parties hereto,
                  and there shall be no presumption against either party in the
                  interpretation of this Agreement.

         (g)      By executing or otherwise accepting this Agreement, Debtor and
                  Hilco acknowledge and represent that they are represented by
                  and have consulted with independent legal counsel with respect
                  to the terms and conditions contained herein.

         (h)      Hilco agrees to keep all non-public information confidential
                  from dissemination to Third Parties (defined below) and will
                  put in place appropriate procedures to ensure that Third
                  Parties do not receive non-public information other than
                  marketing materials approved by the Debtor relating to the
                  Owned Properties and Leases, unless otherwise instructed in
                  writing by the Debtor or the Bankruptcy Court. "Third Parties"
                  shall mean any entity other than Hilco or its subsidiaries,
                  parents or affiliates, including their officers,

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                  employees, agents and representatives. Debtor shall clearly
                  label any such confidential information that is in written
                  form as "Confidential."

         (i)      The Debtor shall provide Hilco with:

                  -        all reasonably requested real estate information to
                           the extent in the Debtor's possession;

                  -        information on prospect interest and evidence of all
                           real estate inquiries, to the extent that the Debtor
                           has such information and evidence; and

                  -        all environmental reports and notices, if any, of
                           violations of environmental laws/regulations, to the
                           extent in the Debtor's possession.

         (j)      Any and all issues, disputes, claims or causes of action which
                  relate or pertain to, or result or arise from this Agreement
                  or Hilo's services hereunder, shall be subject to the
                  exclusive jurisdiction of the Bankruptcy Court presiding over
                  the Debtor's case.

         (k)      This Agreement may be executed in original counterparts, and
                  if executed and delivered via facsimile shall be deemed the
                  equivalent of an original.

         (l)      Debtor shall promptly apply to the Bankruptcy Court for
                  authority to retain Hilco in accordance with this Agreement.
                  In connection with such application, the Debtor will request
                  authority to pay Hilco the commissions set forth in this
                  Agreement and the expenses set forth herein as they come due
                  without the necessity of Hilco's filing interim or final fee
                  applications with the Bankruptcy Court.

         (m)      This Agreement creates no third-party beneficiaries.

         (n)      The Company and Hilco shall have the right to add additional
                  Owned Properties or Leases to this Agreement for which Hilco
                  will perform the services set forth herein on the terms of
                  this Agreement.

         (o)      Hilco shall and hereby agrees to defend, indemnify and hold
                  the Company and its principals, members, officers, directors,
                  agents, and employees (each a "Company Indemnified Party")
                  harmless from and against any claim, damage, loss, expense
                  (including reasonable attorneys' fees), penalty or liability
                  of any kind whatsoever, or any action therefore, by or on
                  behalf of any person which arise from or are in connection
                  with a breach by Hilco of this Agreement and Hilco's gross
                  negligence or willful misconduct in performing its services
                  hereunder.

         (p)      In the event that the Company consummates a disposition with
                  the potential purchaser identified to Hilco as to the Owned
                  Property located at in Toledo, Ohio (the "Toledo Store"). for
                  not greater than the consideration that the Company has
                  negotiated with such potential purchaser as of the date hereof
                  (the "Proposed Price"), Hilco shall not receive a

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         fee for the sale of the Toledo Store; provided, however, that in the
         event that a sale of the Toledo Store is consummated with the potential
         purchaser or any other purchaser for consideration in excess of the
         Proposed Price, then, Hilco shall be entitled to a fee of two percent
         (2.0%) of the consideration in excess of the Proposed Price to be paid
         as set forth in Section 4(a).


         IN WITNESS WHEREOF, Company and Hilco have executed and delivered this
Agreement as of the date first above written.

JACOBSON STORES, INC.,                      HILCO REAL ESTATE,LLC., a
a Michigan Corporation                      Delaware limited liability company,


By:   /s/   Paul W. Gilbert                  By:    /s/   Mitchell P. Kahn
   ----------------------------              --------------------------
         Paul W. Gilbert                            Mitchell P. Kahn
Title:  Vice Chairman                        Title:   President
Date:                                        Date:
     --------------------------                    ----------------------------


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                                   SCHEDULE A

                           OWNED PROPERTIES AND LEASES

         Saginaw, Michigan-Owned

         Toledo, Ohio-Owned

         Columbus, Ohio-Owned

         Clearwater, Florida-Leased

         Tampa, Florida-Leased

         Osprey, Florida-Leased

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