SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                        
                                    FORM 10-K
                                        
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                        
                     For the period ended December 31, 1998
                                        
                        Commission file number:  1-12216
                                        
                           CROWN AMERICAN REALTY TRUST
             (Exact name of registrant as specified in its charter)

               Maryland                              25-1713733
   (State or other jurisdiction of                 (IRS Employer
   incorporation or organization)               Identification No.)

          Pasquerilla Plaza
   Johnstown, Pennsylvania  15901                  (814) 536-4441
(Address of principal executive offices)  (Registrant's telephone number)

           Securities registered pursuant to Section 12(b) of the Act:
                                        
         Common Shares of Beneficial Interest, par value $.01 per share
  11.00% Senior Preferred Shares, par value $.01 per share ($50.00 Liquidation
                                   Preference)
                                (Title of Class)
                                        
                             New York Stock Exchange
                     (Name of Exchange on which registered)
                                        
        Securities registered pursuant to Section 12(g) of the Act:  None
                                        
            Indicate  by check mark whether the registrant (1) has filed all 
reports required  to be filed by Section 13 or 15(d) of the Securities Exchange 
Act  of  1934 during  the  preceding 12 months and (2) has been subject to such
filing requirements for at least the past 90 days. Yes   X   No   

           Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of  Regulation S-K is not contained herein, and will not be contained, 
to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

           As of February 16, 1999, 26,207,919 Common Shares of Beneficial
Interest and 2,500,000  11.00%  Senior  Preferred  Shares  of  the  registrant
were  issued and outstanding.   The  registrant estimates that as of
February 16, 1999  the  aggregate market value of the voting common shares held
by non-affiliates of the registrant was approximately  $174.2  million based on 
the closing  price  on  the  New  York  Stock Exchange for such stock.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                        
           Portions of the Proxy Statement for the registrant's Annual Meeting 
of Shareholders to be held on April 26, 1999, are incorporated by reference into
Part III of this Form 10-K.

Exhibit Index on pages 58 to 59


TABLE OF CONTENTS
                                        
                                        

Item No.                                                
                                     PART I
                                        
1.       Business                                              
2.       Properties                                            
3.       Legal Proceedings                                    
4.       Submission of Matters to a Vote of Security Holders  
         Executive Officers of the Company                    

                                     PART II
                                        
 5.      Market for Registrant's Common Shares of Beneficial
         Interest and Related Shareholder Matters          
 6.      Selected Financial Data                             
 7.      Management's Discussion and Analysis of Financial
         Condition and Results of Operations                            
 7 (a).  Quantitative and Qualitative Disclosures about Market Risk     
 8.      Financial Statements and Supplementary Data         
 9.      Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure           

                                    PART III
                                        
10.      Directors and Executive Officers of the Registrant   
11.      Executive Compensation                               
12.      Security Ownership of Certain Beneficial Owners and
         Management                                       
13.      Certain Relationships and Related Transactions      

                                     PART IV
                                        
14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K  
         Signatures                                           




                                     PART I

Item 1.   Business.

(a)       General Development of Business

          Crown American Realty Trust (the "Company") was formed on May 14, 1993
as  a  Maryland real estate investment trust (a "REIT") to acquire  and  operate
substantially  all  of  the  enclosed shopping mall properties  and  two  office
buildings (the "Properties") owned by Crown American Associates ("CAA" or "Crown
Associates"), formerly Crown American Corporation. Crown Associates is a wholly-
owned  subsidiary of Crown Holding Company ("Crown Holding"), which is owned  by
Frank  J.  Pasquerilla, Chairman of the Board of Trustees  and  Chief  Executive
Officer  of  the  Company, and members of his immediate family. CAA,  which  was
founded  in  1950,  was  engaged  principally in the  development,  acquisition,
ownership  and  management of enclosed shopping malls and, to a  lesser  extent,
strip shopping centers, hotels and office buildings.

           On  August  17,  1993,  the  Company consummated  simultaneously  the
acquisition of the Properties (the "Acquisition") and an initial public offering
(the  "IPO")  of  24,540,000 of its common shares of  beneficial  interest  (the
"Shares").  Eleven Properties were acquired by Crown American Properties,  L.P.,
a Delaware limited partnership (the "Operating Partnership") which is controlled
by  the Company as the sole general partner, and 15 Properties were acquired  by
Crown  American  Financing  Partnership, a  Delaware  general  partnership  (the
"Financing Partnership") in which the Operating Partnership owns a 99.5% general
partnership interest and in which the Company, through Crown American  Financing
Corporation, a wholly-owned corporate subsidiary of the Company (the  "Financing
Corporation"),  owns a 0.5% general partnership interest.  The net  proceeds  of
the IPO were contributed by the Company to the Operating Partnership in exchange
for  the  general  partnership  interest  in  the  Operating  Partnership.   The
Operating Partnership contributed a portion of the net proceeds from the IPO  to
the Financing Partnership in exchange for the 99.5% general partnership interest
in  the  Financing  Partnership.  Concurrently with the  transactions  described
above,  the  Financing Partnership consummated the borrowing of $300 million  of
loans  (the  "Mortgage Loans") secured by mortgages on the  15  Properties  then
owned  by  the  Financing Partnership; these Mortgage Loans were  refinanced  in
August   1998.    The  Operating  Partnership  and  the  Financing   Partnership
(collectively, the "OP/FP Partnerships") used the proceeds of the  IPO  and  the
Mortgage  Loans  to  pay  down existing mortgage debt  on  the  Properties.   On
September 15, 1993, the Company sold an additional 978,500 Shares as a result of
the underwriters of the IPO exercising the over-allotment option granted to them
in connection with the IPO.

           The consideration paid by the Company and the OP/FP Partnerships  for
the Properties consisted of: (i) the issuance to CAA of 1,450,000 Shares (having
a  value  of  approximately $25.0 million, based on the initial public  offering
price),  and  a  22% limited partnership interest in the Operating  Partnership,
held by Crown Investments Trust ("CIT" or "Crown Investments"), an affiliate  of
CAA  and  the  Initial Limited Partner of the Operating Partnership,  (having  a
value  of approximately $132 million based on the initial public offering  price
and  the  fact that each partnership unit is initially equivalent to one  Share)
and  (ii)  the  issuance to Pasquerilla Partnership (a partnership comprised  of
Frank   J.  Pasquerilla, and members of his immediate family) of 150,000  Shares
(having  a  value  of  approximately $2.6 million based on  the  initial  public
offering  price).  In addition, with the proceeds of the IPO, the  Company  paid
off  certain  of the debt on the Properties, of which approximately $37  million
was  cross-collateralized debt that encumbered certain of the Properties as well
as certain of the assets retained by CAA, and of which another approximately $67
million  was  construction debt that was recourse to CAA.  Also,  by  virtue  of
acquiring certain of the Properties, which were subject to recourse construction
loans, the Operating Partnership assumed sole responsibility for $98 million  of
recourse  debt.   In addition to the transactions described above,  all  of  the
executive,  property  and  asset management, leasing,  construction,  financial,
legal services, development and administrative personnel of CAA relating to  its
regional  mall  and shopping center business became employees of  the  Operating
Partnership.

          At the time of the IPO, the Company held an initial 78.00% partnership
interest  in the Operating Partnership and Crown Investments held the  remaining
22.00% interest.  Subsequently, the ownership interests have changed due to  (a)
Company  shares  issued for cash, issued under the Company's option  plans,  and
issued  under  the dividend reinvestment plan (proceeds then reinvested  by  the
Company  in  the Operating Partnership in exchange for an equivalent  number  of
additional common Partnership Units), (b) additional Partnership Units issued as
partial  consideration for the purchase of Wyoming Valley and  Middletown  Malls
and  Greater  Lewistown  Plaza in 1998 (see below), (c)  issuance  of  preferred
Partnership  Units  in  exchange for cash contributed  by  the  Company  to  the
Operating  Partnership in connection with the Company's 1997 offering of  senior
preferred  shares, and (d) redemption of common Partnership Units in  connection
with  the  Company's  repurchase in the open market of its common  shares.   The
number  of  common and preferred Partnership Units outstanding at  December  31,
1998 were as follows:

Held by                          Common Units               Preferred Units
                               Number         %           Number         %

Crown American Realty Trust   26,207,144    72.47%       2,500,000     100.00%
Crown Investments Trust and 
 its subsidiary  Crown 
 American Investment Company   9,876,847    27.31%               -          -
Frank J. Pasquerilla              79,551     0.22%               -          -
Totals                        36,163,542   100.00%       2,500,000     100.00%

           Prior  to  and through November 1994, Hess's Department Stores,  Inc.
("Hess's")  was  an  anchor tenant at 12 of the Company's malls,  in  the  joint
venture's enclosed shopping mall, at an anchor pad in which the Company holds  a
ground  leasehold  interest, and at the two malls purchased by  the  Company  in
January 1995 as described below.  Hess's was a subsidiary of Crown Holding.   In
1994  all  of  Hess's store locations were transferred or sold  to  The  Bon-Ton
Stores,  Inc.  ("Bon-Ton")  and to The May Department  Stores  Company  ("May");
Hess's  operations ceased at that time and it began to liquidate  its  remaining
assets and liabilities which was largely completed in 1997.  Management believes
that  the  May and Bon-Ton transactions were consistent with, and in furtherance
of, the Company's growth strategy of upgrading its existing properties. Refer to
Note  8 of the Company's Consolidated Financial Statements in Item 8 hereto  for
additional information concerning these transactions as they affect the Company.

           At  the time of the Company's formation in 1993, CAA and First  Union
Real  Estate  Equity  and  Mortgage Investments ("First  Union"),  an  unrelated
entity, each owned an undivided fifty percent (50%) fee interest in each of  the
Wyoming   Valley   Mall  and  Middletown  Mall  properties   (the   "Acquisition
Properties").  Each of CAA's and First Union's undivided interests  were  leased
to  subsidiaries of CAA pursuant to separate long-term ground leases.  Based  on
the agreements between CAA and First Union relating to their co-ownership of the
Acquisition Properties, which contained a right of first refusal with respect to
any  third-party offer to purchase either party's interest, First Union objected
to  the  transfer  of  CAA's  interests in the  Acquisition  Properties  to  the
Operating  Partnership pursuant to such purchase offer made  shortly  after  the
Company's formation.

           In September 1994, Crown Investments entered into a Purchase and Sale
Agreement  with  First Union (the "PSA") to acquire First Union's  interests  in
each  of  the  Acquisition  Properties  for  an  aggregate  purchase  price   of
$33,500,000.  The total consideration consisted of $27,500,000, payable in cash,
for  its interest in Wyoming Valley Mall, and $6,000,000, payable pursuant to  a
purchase  money note in favor of First Union due January 31, 1998 with  interest
at the rate of 9% per annum of which 8% per annum was payable in current monthly
installments (the "Middletown Note"), for its interest in Middletown Mall.

           On  December 14, 1994, the independent members of the Company's Board
of  Trustees (the "Independent Trustees") unanimously approved the assignment by
CIT  to the Operating Partnership of the right to acquire First Union's interest
in  Wyoming Valley Mall pursuant to the PSA, and the assumption by the Operating
Partnership  of the obligation to purchase such interest from First Union,  upon
the  simultaneous  contribution  of the respective  interests  of  CAA  and  its
subsidiary  in Wyoming Valley Mall to the Operating Partnership in exchange  for
the issuance to such entities of additional common Partnership Units and cash in
amounts  to  be  determined  by the Independent Trustees  after  receipt  of  an
appraisal  approved by an executive officer of the Company, but  not  less  than
750,000  Partnership  Units to CIT or a subsidiary of  CIT  and  not  less  than
$10,000,000 in cash to CAA.

           The  Independent  Trustees  adopted a  similar  resolution  regarding
Middletown  Mall (except that there was to be no cash payment by  the  Operating
Partnership nor any specified minimum number of common Partnership Units  to  be
issued),  subject to satisfaction of certain conditions.  On January  27,  1995,
the  Independent  Trustees unanimously approved the assignment  by  CIT  or  its
immediate  assignee to the Operating Partnership of the right to  acquire  First
Union's  interest in Middletown Mall pursuant to the PSA, upon the  simultaneous
contribution to the Operating Partnership of the respective interests of CAA and
its subsidiary in Middletown Mall, in return for the assumption by the Operating
Partnership  of  the  existing first mortgage indebtedness  on  Middletown  Mall
(approximately $1,784,000 principal amount outstanding as of such date) and  the
Operating Partnership's agreement to take title subject to a second mortgage  to
be  delivered  to  First Union to secure the $6.0 million Middletown  Note  (but
without  any recourse to the Operating Partnership or the Company). In addition,
the  Independent Trustees approved the issuance to CAA, CAA's subsidiary  and  a
subsidiary of CIT (as CIT's assignee), in exchange for the contribution of their
respective  interests in Middletown Mall, of an aggregate number  of  additional
common  Partnership Units to be determined by the Independent  Trustees  at  the
time of the payment of the Middletown Note in full (retroactive to January 1  of
the year in which such payment occurs).

           The total number of additional common Partnership Units issued and to
be  issued  in  exchange for the respective contributions of such  interests  in
Wyoming Valley Mall and Middletown Mall was determined by dividing the estimated
annualized  distribution of Funds from Operations, as defined,  attributable  to
Wyoming  Valley Mall or Middletown Mall, as the case may be (after  taking  into
account adjustments to ground rent and debt service refinanced or assumed by the
Operating  Partnership), by the dividend distribution rate per Share  in  effect
for the year ended prior to the year in which the units are issued.

           On May 3, 1995, the Independent Trustees made the final determination
of  the  total  number of additional common Partnership Units to  be  issued  in
exchange  for  the contribution of the interests of CAA and CAA's subsidiary  in
Wyoming  Valley Mall; 1,786,459 additional common Partnership units were issued,
effective  as of January 31, 1995, to Crown American Investment Company,  a  new
wholly-owned subsidiary of CIT (as successor by merger with CAA's subsidiary) in
exchange  for such contributions.  The new units represented approximately  5.1%
of the total units outstanding prior to the issuance of the new units.

           On January 30, 1998, the Company paid in full the $6,000,000 note  to
First  Union in respect of the Middletown purchase.   437,888 additional  common
Partnership  Units  were issued to CAA and/or its affiliates,  effective  as  of
January  1,  1998, as the deferred contingent consideration for the contribution
of  Middletown Mall to the Operating Partnership.  The 437,888 units represented
approximately  1.2% of the total common Partnership Units outstanding  prior  to
the issuance of the new units. The Company sold Middletown Mall in July 1998  to
an unrelated third party for $12.2 million. The Company received $8.5 million in
cash,  net of closing costs, and received a $3.5 million one-year 9.5%  mortgage
from the purchaser, secured by a first mortgage on all the undeveloped land  and
outparcels  and  by  a  second  mortgage on the  mall.   Gain  on  the  sale  of
approximately  $1.3  million has been deferred until all conditions  for  profit
recognition under FASB 66 are satisfied.  For the year ended December  31,  1997
Middletown  contributed  $2.2 million in revenues and  $0.2  million  in  income
before minority interest.

           On  April 29, 1998 the Independent Trustees approved the purchase  of
the  partnership interests in Greater Lewistown Shopping Mall.  The  partnership
owned  an  existing ground lease interest in Greater Lewistown Plaza, a  192,000
square  feet  non-enclosed  retail shopping center located  near  Lewistown,  PA
together  with  fee simple interests in 4 separate adjacent parcels  that  total
0.59  acres (together the "Greater Lewistown Plaza"). The partnership  had  been
99.5% owned by Frank Pasquerilla and 0.5% owned by Crown American Enterprises, a
company  that  is  a  wholly-owned indirect subsidiary of  Crown  Holding.   The
purchase  price was $4.5 million and was paid by the assumption of the  existing
first mortgage ($3.686 million), issuance of 79,551 common partnership units  to
Frank  Pasquerilla, valued at $10.183 per unit which was based on  the  weighted
average  closing market price of the Company's common shares for  the  ten  days
preceding the May 31, 1998 closing date, and a cash payment of $4,071  to  Crown
American  Enterprises for its 0.5% ownership interest.  Greater Lewistown  Plaza
is  currently 94.4% leased, and the major tenants include a Weis Markets  and  a
J.C. Penney store.

           As  more  fully  described in Note 14 to the  Consolidated  Financial
Statements,  in  May  1998  the Company acquired, in a single  transaction,  two
regional shopping malls:  Jacksonville Mall in Jacksonville, North Carolina, and
Crossroads Mall in Beckley, West Virginia.  The two malls include gross leasable
area  of 416,000 and 450,000 square feet, respectively.  Sears, J.C. Penney  and
Belk  Stores anchor both malls.  The total purchase price was approximately  $61
million.   The  purchase was funded from existing credit  lines  and  also  from
assumption  of  $11.0  million in first mortgage debt  related  to  one  of  the
properties.   In  November  1997 the Company acquired  Valley  Mall  located  in
Hagerstown, Maryland for $31.7 million in cash, plus $0.4 million in transaction
costs.   Valley  Mall  is an enclosed regional mall that currently  consists  of
approximately  613,000  square feet of gross leaseable area  ("GLA"),  of  which
123,400  is  owned by the current department store occupant.  In  addition,  the
purchase  included  48,762 square feet of out-parcel  GLA,  and  30.8  acres  of
additional adjacent undeveloped land.   Valley Mall is being expanded as further
described in Note 14 to the Consolidated Financial Statements.

           As  more  fully  described  in Note 6 to the  Consolidated  Financial
Statements,  the  Company  completed  an  offering  of  2,500,000  11.00%   non-
convertible senior preferred shares on July 3, 1997.  The initial offering price
was  $50.00  per  share and the net proceeds to the Company were $118.7  million
after  underwriter's  commission and other offering  expenses.    The  preferred
shares  are  listed  on  the New York Stock Exchange.   The  net  proceeds  were
contributed  by  the  Company  to  the Operating  Partnership  in  exchange  for
2,500,000  preferred Partnership Units.  The terms of the new class of preferred
Partnership Units generally parallel those of the Company's preferred shares  as
to distributions and redemption rights.  In turn, the Operating Partnership used
the  proceeds  to  repay $58.3 million of debt and to acquire Valley  Mall.   In
connection  with the preferred share offering, the Company's Board  of  Trustees
also  authorized  the  Company to make open market purchases  of  the  Company's
common  shares.  As of December 31, 1998, the Company had repurchased  1,534,398
common shares for an aggregate purchase price of $14.7 million; these shares are
currently  held  as  treasury shares. Under the current  Board  resolution,  the
Company  is  authorized, but not obligated, to repurchase up  to  an  additional
965,602  common  shares.  In  connection with such  repurchases,  the  Operating
Partnership redeemed from the Company an equivalent number of common Partnership
Units  for  the  equivalent  repurchase cost, thus  maintaining  a  1.0  to  1.0
relationship  between the number of the Company's outstanding common  shares  of
beneficial interest and the number of common Partnership Units in the  Operating
Partnership that are owned by the Company.

(b)       Financial Information About Industry Segments

          The Company is primarily engaged in the business of owning, operating,
managing,  leasing,  acquiring, developing, redeveloping, expanding,  renovating
and  financing  enclosed shopping malls and, therefore,  only  operates  in  one
segment.   See the Consolidated Financial Statements and Notes thereto  referred
to  in  Item  8  of  this  Annual  Report on Form  10-K  for  certain  financial
information required by Item 1.

(c)       Narrative Description of Business

          General
     
           The  Company  conducts  all of its business  activities  through  the
Operating   Partnership,  the  Financing  Partnership   and   other   subsidiary
partnerships    or    limited   liability   corporations    (collectively    the
"Partnerships").   Through its ownership interests in the  Partnerships,  as  of
December  31,  1998  the Company owns:  (a) 26 enclosed shopping  malls,  a  50%
partnership interest in Palmer Park Mall (an enclosed shopping mall), and a non-
enclosed  strip  shopping  center (Greater Lewistown Plaza)  (collectively,  the
"Malls"),  (b)  an office building in Johnstown, Pennsylvania with approximately
102,500  gross  leasable square feet, which serves as the  headquarters  of  the
Company   and  also  is  leased  to  CAA's  hotel  division  and  third  parties
("Pasquerilla Plaza"), (c) a ground leasehold interest in a parcel of land  with
an  approximate 107,000 square foot building sub-leased to an anchor  department
store at Westgate Mall, a mall owned by an unaffiliated third party (the "Anchor
Pad"),  and (d)  approximately 80 acres of outparcels and undeveloped land,  the
majority  of  which  adjoins  or is in the vicinity  of  certain  of  the  Malls
(hereinafter all such real estate assets to be referred to as the "Properties").
The  Operating  Partnership  manages 26 of the  Malls,  the  non-enclosed  strip
shopping  center, and Pasquerilla Plaza (the "Managed Properties");  the  Anchor
Pad  and  Palmer  Park Mall are managed by non-affiliated third  party  property
managers.

           The  Company  is  self-administered and self-managed.   The  Company,
together  with  the  Partnerships,  is a fully-integrated  real  estate  company
engaged   in   the  ownership,  operation,  management,  leasing,   acquisition,
development, redevelopment, expansion, renovation and financing of enclosed  and
non-enclosed shopping malls.

           The  Company's  executive offices are located at  Pasquerilla  Plaza,
Johnstown, Pennsylvania 15901 and its telephone number is (814) 536-4441.

          Operating Strategies and Practices

           General.  The Company's management believes that the shopping  center
business  has  evolved  from primarily a development activity  to  an  operating
business.  The Company's management believes that a shopping center company must
be  a  fully  integrated  real  estate company with asset  management,  property
management,  leasing,  expansion and renovation,  acquisition,  development  and
redevelopment, and financing expertise.

           Mall  Management.  The Operating Partnership performs all  day-to-day
property  management  functions  for  the Managed  Properties.  These  functions
include leasing, construction, management, accounting, finance, data processing,
maintenance,  marketing, promotion and security. The Company typically  provides
each  Managed  Property with a general manager, who oversees the on-site  staff,
and  a  marketing  director.   In addition, each  Managed  Property  is  further
supported  by  regional group managers and multi-property operations,  marketing
and support personnel.

           Marketing Support.  The Company has a Vice President of Marketing and
a  corporate  marketing  director  who, in  conjunction  with  Managed  Property
marketing  directors,  develop  customized  marketing  plans  for  each  Managed
Property,  including  special  events, direct mail  and  television,  radio  and
newspaper advertising.

           Cost  Controls.  Management has developed a centralized  program  for
purchasing selected supply items, which permits all Managed Properties to  share
in  bulk  purchase  discounts.  Management believes that  effective  control  of
operating expenses will reduce common area charges which may enable the  Company
to increase base rent levels.

           To preserve and increase the value of the Managed Properties over the
long term, the Company has a program of preventive maintenance, renovations  and
expansion  plans.  The  maintenance plans encompass paving,  roofing,  HVAC  and
general improvements to the Managed Property common areas.

          Business Objectives and Policies

           The  Company's  business  objective is to achieve  long-term  capital
appreciation  through increases in cash flow and the value of the Company.   The
Company  seeks  to  accomplish this objective through its  direct  and  indirect
ownership of the Properties, selective acquisitions of additional malls or other
real  estate  properties  in  the  United States,  improved  operations  of  the
Properties,  lease-up of unleased space and any acquired shopping  centers  and,
where  deemed appropriate, renovations and expansions of these properties.   The
Company  intends  to  pursue development activities as  opportunities  arise.  A
criterion for new investments will be that they offer the opportunity for growth
in  Funds  from Operations.  As used herein, "Funds from Operations"  means  net
income  before  minority interest, extraordinary items and non-recurring  items,
real  estate  depreciation and amortization, and additionally includes  gain  on
sale of outparcel land sales and cash flow support earned from Crown Investments
(See  Note 8 to the Consolidated Financial Statements).  The Company anticipates
that new real estate investments will be located primarily in the Eastern United
States, but it may also consider purchasing properties in other regions  of  the
United  States.  All of the Company's activities will be conducted  through  the
Partnerships, although the Company may hold temporary cash investments from time
to time pending investment or distribution to shareholders.

          The Company may purchase or lease properties for long-term investment,
expand  and improve the Properties presently owned, or sell such Properties,  in
whole  or in part, when circumstances warrant.  The Company may also participate
with other entities in property ownership, through joint ventures or other types
of  co-ownership.  The Company expects that any single investment in a  property
would  not  exceed  10%  of the Company's assets.  The Company's  policy  is  to
acquire  assets primarily for income and long-term appreciation in value through
the implementation of the Company's asset management and operating strategies.

          Disposition Objectives and Policies

           The  Company  will dispose of any of the Properties, if,  based  upon
management's periodic review of the Company's portfolio, the Board  of  Trustees
determines  that  such  action would be in the best interests  of  the  Company.
Other  than  the Patrick Henry Corporate Center, an office building  located  in
Newport  News, Virginia, which was sold to a third party in September 1996,  and
Middletown  Mall,  which was sold to a third party in July  1998,  none  of  the
Properties have been sold to date, or are under a sale agreement at this time.

          Financing

           The  Company  maintains working capital and  lines  of  credit  that,
together  with  potential access to borrowings and other sources  of  funds,  it
believes is adequate for the current conduct of its business and investments  in
the  ordinary course.  The principal financing activities of the Company  during
1998  included:  (1) $465.0 million 10-year mortgage loan with GE  Capital  Real
Estate  (GECRE) offset by the related refinancing of $421 million of  debt  (see
Note  5  to  the  Consolidated  Financial  Statements),  (2)  $46.7  million  in
borrowings  under the existing GECRE lines of credit that was used for  property
acquisitions, (3) $22.0 million in net borrowings under the GECRE  general  line
of credit for general working capital purposes, (4) $7.2 million in construction
loan  draws for the Washington Crown Center redevelopment and for a theater  and
other tenants at Oak Ridge Mall, (5) $3.3 million in other borrowings, (6)  $9.9
million  in  loan paydowns and scheduled principal amortization, and  (7)  $16.6
million cash portion of the total $22.5 million in extraordinary losses on early
extinguishment  of  debt  that  occurred  in  connection  with  GECRE  loan  and
refinancings.

           If  the  Board  of  Trustees determines that  additional  funding  is
required,  the  Company  or  the  Partnerships  may  raise  such  funds  through
additional  infusions of equity (public or private and at  the  Company  or  the
Partnership  level),  debt financing or retention of  additional  cash  flow  by
reducing the dividend amount per share (subject to considerations regarding  the
taxability  of  undistributed  real  estate  investment  trust  income),  or   a
combination of these methods.  In August 1995 the Company reduced its  quarterly
dividend  from  $.35  per  share to $.20 per share in  order  to  reinvest  more
internally-generated  funds  in various property expansions,  improvements,  and
related  investments.  It is anticipated that any additional borrowings will  be
made  through  the  Partnerships either directly  or  indirectly,  although  the
Company  may also incur indebtedness which may be re-loaned to the Partnerships.
Indebtedness  incurred  by the Company may be in the form  of  bank  borrowings,
secured  and  unsecured, and publicly and privately placed  debt.   Indebtedness
incurred by the Partnerships may be in the form of purchase money obligations to
the  sellers  of  properties, publicly or privately placed debt, financing  from
banks,  institutional investors or other lenders, any of which indebtedness  may
be  unsecured or may be secured by mortgages or other interests in the  property
owned by the Partnerships.  Such indebtedness may be recourse to all or any part
of  the  Properties  to  be owned by the Partnerships, may  be  limited  to  the
particular property to which the indebtedness relates, and may be guaranteed  by
the Company.

          Strategy for Growth

           The  Company was formed to provide a public vehicle for  the  further
growth  of  CAA's enclosed shopping mall business.  It is the objective  of  the
Company's  management to achieve growth in Funds from Operations  by  maximizing
cash  flow  from existing Properties through increased occupancy  and  increased
rent,  expanding  and/or renovating existing Properties,  acquiring  and,  to  a
lesser  extent, developing new enclosed and non-enclosed shopping malls, and  by
selling  properties that are not consistent with or essential to  the  Company's
long-term growth strategies.

           The  Company  follows  a  program  of  renovation  and  expansion  in
circumstances  where management believes that higher rental rates and  occupancy
levels   can   be  achieved.   The  Company  intends  to  continue  to   monitor
opportunities  for  expansion and reconfiguration  and  to  capitalize  on  such
opportunities in part through utilizing its relationships with existing  tenants
and its extensive contacts with the retailing community.  The Company intends to
undertake development activities as opportunities arise.  The Company's  primary
acquisition  strategy  is  to  purchase  under-performing  shopping  centers  in
desirable areas and to improve their performance through a comprehensive program
of  renovation, expansion, reconfiguration, and re-merchandising.   The  Company
may  acquire  shopping  centers  in different  regional  markets  to  facilitate
geographic  diversification  of its real estate holdings.   The  acquisition  of
larger  properties,  or  a  group  of properties,  may  be  undertaken  with  an
institutional or joint venture partner.

           Because  the Company's revenues are subject to a variety of  factors,
many  of  which (such as local and national economic conditions, interest  rates
and the financial performance of the Company's tenants) are beyond the Company's
control,  there can be no assurance that the Company's management,  leasing  and
acquisition strategies will achieve the Company's growth objectives.

          Competitive Position

           The  Malls  are generally located in middle markets where  there  are
relatively  few other enclosed malls, making most of them the dominant  enclosed
mall in their respective trade areas; 23 Malls are the largest enclosed malls in
their trade areas, of which 14 are the only enclosed mall in their trade areas.

           Seventeen Malls are located in the state of Pennsylvania and  one  is
located in New Jersey near the Pennsylvania border, approximately 25 miles  from
Allentown.   Two of the Malls are located in Virginia, two in Maryland,  two  in
West Virginia, two in eastern Tennessee, one in eastern North Carolina, and  one
in northwestern Georgia.

          CAA had continually expanded and renovated its Malls to maintain their
competitive  position.   23  of the Malls have had at  least  one  expansion  or
renovation  since  they were completed, and 19 of the Malls have  been  expanded
more  than  once. Management of the Company intends to utilize the approximately
1.9  million square feet of remaining expansion capacity to maintain and enhance
the quality of the Malls and their competitive position in their trade areas.

           Although management believes the Malls can compete effectively within
their trade areas, the Company must also compete with other owners, managers and
developers of retail shopping centers and malls.  Many of its competitors may be
at  an  advantage  to the extent they can utilize working capital  and  retained
earnings  to finance projects while the Company is required to satisfy the  REIT
qualification requirements under the Internal Revenue Code of 1986 (the "Code"),
which  include  a  requirement to distribute specified  amounts  of  its  annual
taxable  income, as defined in the Code (See Income Taxes section following  for
additional  information). In addition, retailers at the  Malls  face  increasing
competition from discount shopping centers, outlet malls, shopping clubs, direct
mail, telemarketing, internet shopping, and home shopping television networks.

           Employees

           At  the  time  of the initial public offering, all of the  executive,
property and asset management, leasing, construction, financial, legal services,
development  and administrative personnel of CAA relating to its  regional  mall
and shopping center business became employees of the Operating Partnership.   As
of  December 31, 1998, the Operating Partnership has approximately 517 full-time
employees in the following operational areas:

                                                        Number of
                                                        Employees

     Asset and property management (including on-site)      385
     Leasing and lease administration                        25
     Development and construction services                   25
     Financial, accounting, MIS and legal services           56
     Executive management and corporate administration       26
     Total                                                  517

            None   of   the  Operating  Partnership's  employees  are  currently
represented  by  any  union.  The Company, the Financing Partnership  and  other
partnerships  do  not  have any paid employees, but officers  of  the  Operating
Partnership  are  also officers of the Company and the other  partnerships.  The
Company's management considers its relations with the employees of the Operating
Partnership to be satisfactory.

          Business Issues

           As  the owner of real estate, the Company is subject to risks arising
in  connection  with  the underlying real estate, including  defaults  under  or
non-renewal  of tenant leases, bankruptcy of tenants, competition, inability  to
rent  unleased  space, failure to generate sufficient income to  meet  operating
expenses, as well as debt service, capital expenditures and tenant improvements,
environmental  matters, financing availability and changes in  real  estate  and
zoning  laws.   The  success  of  the Company  also  depends  upon  certain  key
personnel,  the  Company's  ability to maintain its  qualification  as  a  REIT,
compliance  with  the  terms  and conditions of the  Mortgage  Loans  and  other
indebtedness, and trends in the national and local economy, including income tax
laws, governmental regulations and legislation and population trends.

           Income Taxes

           The  Company  elected to be taxed as a Real Estate  Investment  Trust
(REIT)  under  Sections 856 through 860 of the Code, commencing with  its  first
taxable  year ended December 31, 1993, and intends to conduct its operations  so
as  to  continue  to qualify as a REIT under the Code.  As a REIT,  the  Company
generally  will  not be subject to Federal and state income  taxes  on  its  net
taxable  income  that it currently distributes to shareholders.    Qualification
and taxation as a REIT depends on the Company's ability to meet certain dividend
distribution tests, share ownership requirements and various qualification tests
prescribed in the Code.

           If  the  Company fails to qualify as a REIT in any taxable year,  the
Company  will  be  subject  to  Federal and state income  taxes  (including  any
applicable  alternative minimum tax) on its taxable income at regular  corporate
rates.  Even if the Company qualifies for taxation as a REIT, the Company may be
subject  to  certain  state and local taxes on its income and  property  and  to
Federal income and excise taxes on its undistributed income.

          Environmental Matters

           The  Company  believes that the Properties are in compliance  in  all
material  respects with all federal, state and local ordinances and  regulations
regarding  hazardous  or toxic substances.  The Company  is  not  aware  of  any
environmental condition which the Company believes would have a material adverse
effect  on  the  Company's  business, assets or results  of  operations  (before
consideration of any potential insurance coverage). Nevertheless, it is possible
that  there  are  material environmental liabilities of  which  the  Company  is
unaware.   Moreover, no assurances can be given that (i) future laws, ordinances
or  regulations will not impose any material environmental liability or (ii) the
current environmental condition of the Properties have not been or will  not  be
affected  by  tenants  and  occupants of the Properties,  by  the  condition  of
properties  in the vicinity of the Properties or by third parties  unrelated  to
the Company.

           Many  of  the  Malls  contain, or at one time contained,  underground
and/or  above  ground storage tanks used to store waste oils or other  petroleum
products   primarily   related  to  the  operation  of   auto   service   center
establishments at such Malls, and one Mall was constructed on a site  a  portion
of  which  had  been previously used as a municipal landfill.   In  some  cases,
underground  storage tanks have been abandoned in place, filled  in  with  inert
materials  or removed and replaced with above ground tanks.  Historical  records
indicate that soil and groundwater contamination from underground tanks and,  in
one  case, a hydraulic lift, requiring remediation has occurred at five  of  the
Properties, and subsurface investigations (Phase II assessments) and remediation
work  are  either  ongoing or scheduled to be conducted by the Company  at  such
Properties.  The costs of remediation with respect to such matters have not been
and are not expected to be material.

           There are also minor amounts of asbestos-containing materials ("ACM")
in  most  of  the Properties, primarily in the form of floor tiles, mastics  and
roofing  materials,  which  are generally in good condition.   Fireproofing  and
insulation  containing  asbestos  is  also  present  in  certain  Properties  in
non-public  areas,  such  as mechanical rooms.  The Company  believes  that  the
presence  of  these ACM does not violate current law.  In addition, the  Company
has an ongoing program of reviewing spaces that have been vacated by tenants and
occupants  of  the  Properties for the presence of ACM,  and  removing  any  ACM
discovered in such spaces before reletting the same to new tenants or occupants.

           Two  Malls also contain waste water treatment facilities which  treat
waste water at the Malls before discharge into local streams.  Operation of such
facilities  is  subject to federal and state regulation.  All necessary  permits
have been obtained and the Company's management believes such facilities are  in
compliance with current law.

Item 2.   Properties.

(a)       The Malls

           Through its ownership interests in the Partnerships, the Company owns
the  Malls,  which consist of 27 enclosed shopping malls, which  include  a  50%
partnership  interest in Palmer Park Mall (an enclosed shopping  mall)  and  one
strip  shopping center.  All of the Malls have department stores, theaters,  and
other  large space users as anchor tenants (the "Anchors"), as described in  the
table on the following pages.  All of the Malls have numerous diversified retail
stores,  and  in  some instances a few office or non-retail tenants  (the  "Mall
Stores"),  which  are  located  along enclosed  malls  connecting  the  Anchors.
Additional   freestanding  retail  stores  and  ground  lease  properties   (the
"Freestanding Stores") are located along the perimeter of the parking  areas  at
17  of the Malls.  Unless otherwise indicated, the information provided in  this
Item 2 is stated as of December 31, 1998.

           The Company, through the Partnerships, owns all of the properties  in
fee,  except Palmer Park Mall, Shenango Valley Mall, Uniontown Mall,  Crossroads
Mall  (owned  partially  in fee and partially under ground  lease)  and  Greater
Lewistown  Center.   Palmer Park Mall Venture, in which the Company  has  a  50%
general  partnership interest, holds title in fee to Palmer Park Mall.  Shenango
Valley  Mall, Uniontown Mall, Crossroads Mall and Greater Lewistown  Center  are
subject to third-party ground leases.

           The  total  gross leasable area ("GLA") of the Malls is approximately
15.9  million  square  feet,  including Anchors, Mall  Stores  and  Freestanding
Stores.   As  used  herein, GLA of a Mall includes the GLA attributable  to  all
Anchors,  including  nine  anchor locations owned by their  occupants  or  other
entities.    Anchors,   Mall  Stores  and  Freestanding   Stores   account   for
approximately  59%, 36% and 5%, respectively, of the total  GLA  of  the  Malls.
Excluding   Freestanding  Stores,  the  enclosed  Malls  range  in   size   from
approximately  300,000 to 821,000 square feet of GLA with  an  average  size  of
approximately  540,000 square feet of GLA.  Each Mall has ample surface  parking
with  21  of the Malls having parking ratios above 5.0 per 1,000 square feet  of
GLA.

           At  December 31, 1998, 99% of the Company-owned anchor GLA was leased
and  occupied, and all nine non-owned anchor stores were occupied,  including  a
May  Department Stores unit (Kaufmann's) that is under construction  at  Nittany
Mall  (site of former Value City anchor) and which will open in Spring 1999.   A
multi-screen theater is scheduled to be constructed in 1999 on the site  of  the
former  Hess's  store at Washington Crown Center.   Vacant  anchor  premises  at
December  31, 1998 consist of a former Kmart location (Carlisle Mall) bought-out
by  Kmart in late 1996 and a J.C. Penney store at Carlisle which closed in early
1998 although rental payments will continue through March 1999.

            The Company is in discussions with department store chains and other
tenants  as replacements for the vacant anchor store locations.  Mall Store  GLA
was 82% leased at December 31, 1998, and freestanding space was 73% occupied  at
December 31, 1998.  All references herein to occupancy rates and to leased space
for mall shop tenants include signed leases with tenants that have not yet taken
occupancy.

           On December 16, 1994 a fire occurred at the Logan Valley Mall located
in Altoona, Pennsylvania.  The fire destroyed 44 small shops aggregating 148,800
square feet of gross leasable space as well as affecting three additional  small
shops containing approximately 18,000 square feet of gross leasable space.   The
net  book value of the destroyed assets approximated $3.5 million.  The  Company
settled  the property damage insurance claim with its insurance company  in  the
third  quarter  of  1995 for $15.9 million.  The difference between  the  amount
received  and the net book value of destroyed assets and the related  demolition
and clean up costs is $11.2 million, which has been recorded as an extraordinary
gain  in 1995.  During 1995 and 1996 the Company also recorded $1.9 million  and
$0.8  million,  respectively,  in  business  interruption  insurance,  which  is
included  in revenues.  Because of the business interruption insurance coverage,
the  fire  had no material impact on 1996, 1995 and 1994 results of  operations.
The  reconstruction  and expansion of the fire-damaged  mall  was  completed  in
August  1997  at  a  cost  of approximately $68 million,  including  capitalized
interest  and  tenant allowances for new tenants.  The construction  costs  were
financed  with a construction loan obtained from a bank lending consortium.   In
November  1997 the construction loan was refinanced as more fully  described  in
Note 5 to the Consolidated Financial Statements.

           There are several types of retail shopping centers, varying primarily
by  size and marketing strategy.  Retail shopping centers of 100,000 square feet
to  400,000  square  feet of GLA, are considered "community"  shopping  centers,
those in excess of 400,000 square feet of GLA are considered "regional" shopping
centers,  while  those  having  in excess of 800,000  square  feet  of  GLA  are
considered  "super-regional" shopping centers. Twenty  four  of  the  Malls  are
considered regional shopping centers and four are community shopping centers.

           The  Malls  generally are located in middle markets where  there  are
relatively few other enclosed shopping malls.  The Company's management believes
that the Malls have strong competitive positions because 23 are the largest,  of
which  14  are  the  only, enclosed regional shopping malls in their  respective
trade  areas.  No one Mall accounted for more than 5.7% of the total GLA of  the
Malls or 7.4% of total revenues for the year ended December 31, 1998.

           A  substantial portion of the income from the Malls consists of  rent
received  under long-term leases.  Generally, the leases provide for tenants  to
pay  rent comprised of two elements. The first element is fixed base rent, often
subject  to increases according to a schedule agreed upon at the time  of  lease
inception.   The  second  element  is percentage  rent,  which  is  based  on  a
percentage  of gross sales in excess of a specified minimum annual  amount.   In
some  cases  tenants only pay fixed base rent and, in a few cases, tenants  only
pay percentage rent.

           Virtually  all  of  the  leases for Mall  Stores  contain  provisions
allowing  the  Company  to  recover certain costs for common  area  maintenance,
property  taxes and other expenditures related to the day-to-day  operations  of
the  Malls.  In addition, most of the Mall Store leases include provisions  that
allow  the Company to recover costs associated with roof and parking lot repairs
and  other  capital expenditures.  Most Anchors also contribute  to  certain  of
these costs.

	Unless  otherwise  noted,  the following  table  sets  forth  certain
information regarding the Malls as of December 31, 1998:

                                               % of GLA 
                                              Leased as of             Lease or

                                              December 31,             Easement
Property/Location(1)   Square Feet of GLA(1)    1998 (2)    Anchors   Expiration

Pennsylvania

Capital City Mall      Mall           237,095     95.7%     Sears        2000
Harrisburg, PA         Anchor         322,512    100.0%     Hecht's (3)  2093
                       Freestanding    46,158    100.0%     J.C. Penney  2010
                       Total GLA      605,765     98.3%

Carlisle Plaza Mall    Mall           121,532     65.5%     Vacant (4)      -
Carlisle,  PA          Anchor         178,821     55.2%     Bon-Ton      2002
                       Freestanding    44,660     87.9%     Vacant          -
                       Total GLA      345,013     63.1%

Chambersburg Mall      Mall           214,106     88.7%     Sears        2010
Chambersburg, PA       Anchor         240,948    100.0%     J.C. Penney  2012
                       Total  GLA     455,054     94.7%     Value  City  2007
                                                            Bon-Ton      2005

Greater Lewistown      Anchor          94,284    100.0%     Weis Markets 2011
Lewistown,  PA         Freestanding    76,971     87.5%     J.C.  Penney 1999
                       Total GLA      171,255     94.4%

Logan Valley Mall      Mall           329,422     87.7%     Kaufmann's   2005
Altoona, PA            Anchor         453,643    100.0%     Sears        2016 
                       Total GLA      783,065     94.8%     J.C. Penney  2017

Lycoming Mall          Mall           317,717     79.8%     Sears        2008
Williamsport, PA       Anchor         453,936    100.0%     J.C. Penney  2005
                       Freestanding    25,857    100.0%     Bon-Ton      2006
                       Total  GLA     797,510     92.0%     Kaufmann's(3)2093
                                                            Value City   2008

Nittany Mall           Mall           213,512     89.1%     Sears        2005
State College, PA      Anchor         317,134    100.0%     J.C. Penney  2005
                       Freestanding     4,168    100.0%     Kaufmann's(5)
                                                                      (3)2097
                       Total GLA      534,814     95.6%     Bon-Ton      2003

North Hanover Mall     Mall           133,788     93.5%     Sears        2000
Hanover, PA            Anchor         286,596    100.0%     J.C. Penney  2001
                       Freestanding    29,027     50.2%     Bon-Ton      2001 
                       Total GLA      449,411     94.9%     Black Rose
                                                             Antiques (7)   -

Palmer Park Mall       Mall           143,556     73.0%     Bon-Ton      2014
Easton,  PA            Anchor         312,110    100.0%     Boscov's     2018
                       Freestanding       684    100.0%
                       Total GLA      456,350     91.5%

Schuylkill Mall        Mall           277,554     68.1%     Sears        2005
Frackville,  PA        Anchor         376,799    100.0%     Kmart        2005
                       Freestanding    78,096     49.7%     Bon-Ton (10) 2032
                       Total GLA      732,449     81.1%     Phar-Mor     2006
                                                            U.S. Factory
                                                             Outlets     2009

Shenango Valley Mall   Mall           105,906     78.6%     Sears        2000
Sharon, PA             Anchor         385,276    100.0%     J.C. Penney  2004
                       Freestanding    21,416      0.0%     Kaufmann's   2001
                       Total GLA      512,598     91.4%

South Mall             Mall           123,461     94.5%     Bon-Ton      2005
Allentown, PA          Anchor         229,985    100.0%     Stein Mart   2006
                       Freestanding    24,920    100.0%     Phar-Mor     2006 
                       Total GLA      378,366     98.2%     Weis Market  1999

Uniontown Mall         Mall           243,229     86.7%     Sears        2000
Uniontown, PA          Anchor         411,381    100.0%     J.C. Penney  2005
                       Freestanding    45,978    100.0%     Bon-Ton      2006
                       Total GLA      700,588     95.4%     Value City   2002
                                                            Teletech     2005
                                                            Freight 
                                                             Liquidators 2005

Viewmont Mall          Mall           207,934     91.0%     Sears        2005
Scranton, PA           Anchor         532,058    100.0%     J.C. Penney  2000
                       Freestanding    31,029     99.1%     Kaufmann's(3)2093
                       Total GLA      771,021     97.5%

Washington Crown
Center (6)             Mall           238,666      50.0%    Sears        2009
Washington,  PA        Anchor         254,611     100.0%    Hills        2006
                       Freestanding     3,132     100.0%    Bon-Ton      2010 
                       Total GLA      496,409      75.9%

West Manchester Mall   Mall           296,128      74.6%    Value City   2011
York, PA               Anchor         407,366     100.0%    Bon-Ton      2001 
                       Total GLA      703,494      89.3%    Wal-Mart     2014
                                                            Hecht's (3)  2094

Wyoming Valley Mall    Mall           235,685      93.9%    Sears        2001
Wilkes-Barre, PA       Anchor         585,676     100.0%    J.C. Penney  2002
                       Freestanding    93,647      97.2%    Bon-Ton      2002
                       Total GLA      915,008      98.1%    Kaufmann's(8)2002
                                                            Kaufmann's(8)2002

Maryland

Francis Scott Key Mall Mall           276,510      91.7%    Sears        2003
Frederick, MD          Anchor         435,347     100.0%    J.C. Penney  2001
                       Freestanding     2,417     100.0%    Value City   2010
                       Total GLA      714,274      96.8%    Hecht's (10) 2044

Valley  Mall (11)      Mall           229,625      82.2%    J.C. Penney  2004
Hagerstown, MD         Anchor         383,010     100.0%    Bon-Ton      2013
                       Freestanding    48,762     100.0%    Montgomery
                       Total GLA      661,397      93.8%     Ward (10)   2044

New Jersey

Phillipsburg Mall      Mall           214,541      75.5%    Bon-Ton      2010
Phillipsburg,  NJ      Anchor         306,541     100.0%    J.C. Penney  2010
                       Freestanding    15,065      76.8%    Kmart        2015
                       Total GLA      536,147      89.6%    Sears        2004

North Carolina

Jacksonville Mall      Mall           170,974     96.8%    Belk-Rhodes  2011
Jacksonville, NC       Anchor         244,609    100.0%    J.C. Penney  2004
                       Total GLA      415,583     98.7%    Sears        2011

Virginia

New River Valley Mall  Mall           182,701     79.7%    Sears        2008
Christiansburg, VA     Anchor         240,753    100.0%    J.C. Penney  2008
                       Total GLA      423,454     91.3%    Belk-Rhodes  2008
                                                           Peebles      2009

Patrick Henry Mall     Mall           236,387     91.3%    Upton's      2007
Newport News, VA       Anchor         407,644    100.0%    Dillards (9) 2008 
                       Total GLA      644,031     96.8%    Hecht's (3)  2099
                                                           Dillards (9) 2013

Georgia

Mount Berry Square     Mall           208,766     76.1%    Sears        2011
Rome, GA               Anchor         269,868    100.0%    J.C. Penney  2006
                       Total GLA      478,634     89.6%    Proffitt's   2012
                                                           Belk-Rhodes  2011

Tennessee

Bradley Square         Mall           145,570     66.0%    Sears        2005
Cleveland, TN          Anchor         240,628    100.0%    J.C. Penney  2006
                       Total GLA      386,198     87.1%    Proffitt's   2006
                                                           Kmart        2012

Oak Ridge Mall         Mall           269,261     38.8%    Sears        2005
Oak Ridge, TN          Anchor         368,272    100.0%    J.C. Penney  2007
                       Freestanding   235,016     46.1%    Wal-Mart     2008  
                       Total GLA      872,549     66.6%    Proffitt's(8)1999
                                                           Proffitt's(8)2013

West Virginia

Crossroads Mall        Mall           194,081     85.4%    Belk-Rhodes  2008
Beckley, WV            Anchor         256,248    100.0%    J.C. Penney  2001
                       Total GLA      450,329     93.7%    Sears        2001

Martinsburg Mall       Mall           165,876     78.0%    Sears        2011
Martinsburg, WV        Anchor         391,270    100.0%    Wal-Mart     2011
                       Total GLA      557,146     93.5%    J.C. Penney  2011
                                                           Bon-Ton      2012


Totals for all         Mall Stores  5,733,583     81.8%
Malls                  Anchor       9,387,326(12) 99.1%
                       Freestanding   827,003      73.0%
                       Total GLA   15,947,912      91.6%


(1)  Location  is  the major city or town nearest to the property,  and  is  not
     necessarily  the local jurisdiction in which the property is located.   GLA
     includes  the  total  square  footage  of  the  Anchors,  Mall  Stores  and
     Freestanding Stores.
(2)  Occupancy  includes both tenants in occupancy and tenants that have  signed
     leases  but  have  not yet taken occupancy as of  December  31, 1998.
(3)  Tenant  currently  holds  a long-term ground lease  with  nominal  purchase
     option.   See  Note  8  to  the Consolidated Financial  Statements.   These
     locations  are deemed owned by their anchor occupants as they  only  pay  a
     nominal rent.
(4)  The 38,000 square foot J.C. Penney store at Carlisle Mall closed in January
     1998  but remains obligated for monthly rental payments through March  1999
     when the lease expires.
(5)  A  new 95,000 square foot Kaufmann's department store is under construction
     and  scheduled to open in 1999.  Kaufmann's replaced the Value  City  store
     which closed in January 1998.
(6)  Washington Crown Center, formerly known as Franklin Mall, is in the process
     of being expanded and redeveloped. The redevelopment includes a new 140,000
     square  foot Kaufmann's department store and a 56,000 square foot 14 screen
     stadium style movie theater which is scheduled to replace the former Hess's
     department  store.   Both Kaufmann's and the theater  are  expected  to  be
     constructed and open by late 1999.
(7)  Black Rose Antiques is the name given to the former Kmart anchor space  now
     substantially  leased  on a month-to-month basis to  a  number  of  antique
     dealers.    Black  Rose  Antiques  is  currently  generating  approximately
     $200,000 in annual income from these tenants, and accordingly this space is
     considered to be occupied in the accompanying occupancy statistics.
(8)  Proffitt's operates two stores at Oak Ridge Mall, one is a children's  and
     men's  store and one is a women's and home furnishings store.    Kaufmann's
     (a  division  of  May Department Stores) operates two stores at  Wyoming 
     Valley Mall; one for women's and children's apparel and home furnishings 
     and one for men's apparel.
(9)  Dillards  operates two full line stores one of which was formerly  occupied
     by Proffitt's and the other which was formerly occupied by Belks.
(10) Tenant  owns its store and the land under the store and operates  under  a
     reciprocal  easement  agreement.  The lease expiration date reflects the
     expiration of the agreement.
(11) Valley  Mall  is  in the process of being expanded to add a 120,000  square
     feet  Hechts  department store, a 54,000 16 screen stadium  style  theater,
     60,000 square feet of new mall shops plus a 30,000 square feet expansion of
     The Bon-Ton store.  The expansion is scheduled to open in late 1999.
(12) Includes  823,346 square feet of space related to 9 stores that are
     owned  or  deemed owned under long-term lease purchase  agreements  by
     their anchor occupants.

(b)       Other Properties

           The Company also has ownership interests in Pasquerilla Plaza and the
Anchor  Pad,  as  described  below, and also  owns  approximately  80  acres  of
undeveloped  land  adjacent  to  most  of  the  Malls  which  is  available  for
development, lease or sale to tenants or others.

           Pasquerilla  Plaza  is  a five-story building located  in  Johnstown,
Pennsylvania, built in 1989, and contains 102,500 square feet of gross  leasable
area.  The  Company,  as owner of Pasquerilla Plaza, uses  approximately  71,000
square  feet  as  its headquarters space.  Approximately 14,300 square  feet  is
leased  to  CAA  and affiliates for annual base rent of approximately  $266,000.
Approximately  16,900  square feet is currently leased  to  third  parties.  Net
rental  revenue from Pasquerilla Plaza from tenants other than CAA was  $243,156
for the year ended December 31, 1998.

           The  Anchor  Pad.   The Anchor Pad is located  at  Westgate  Mall  in
Bethlehem,  Pennsylvania.  Westgate Mall is owned by a third party  unaffiliated
with the Company and the Anchor Pad is ground leased by such third party to  the
Company.   The  site  encompasses 10 acres with an approximately  107,000  gross
square  foot  anchor store and a detached freestanding building of 5,000  square
feet.   Bon-Ton  subleases the anchor store and the freestanding building   from
the Company.  The ground lease and the sublease expire on November 22, 2000,  at
which  time  the  Company has an option to purchase the land  fee  interest  for
$500,000.  Rental revenue from the Anchor sublease was $426,000 in 1998.

(c)       Property Insurance

           The Company's management believes that all Properties described under
Items  2(a)  and 2(b) which are owned by the Company, in whole or in  part,  are
adequately covered by insurance.

Item 3.   Legal Proceedings

           The Company from time to time is involved in litigation incidental to
its  business.  Except as described below, neither the Company nor  any  of  the
Partnerships are currently involved in any material litigation and, to the  best
of the Company's knowledge, there is no material litigation currently threatened
against  the Company or the Partnerships, other than routine litigation  arising
in  the ordinary course of business, most of which is expected to be covered  by
liability insurance or established reserves.

          Shareholder litigation

           On August 10, 1995, August 17, 1995, and September 8, 1995 complaints
were  filed  by various individuals on behalf of themselves and also purportedly
on behalf of other similarly situated persons against the Company and certain of
its  executive officers in United States District Court for the Western District
of Pennsylvania to recover unspecified damages under the federal securities laws
resulting from a decline in the market price for the Company's common shares  of
beneficial interest which are listed and traded on the New York Stock  Exchange.
The decline in the Company's share price followed the announcement on August  8,
1995  of  various operational  and capital resource initiatives by the  Company,
including  the  reduction of the Company's quarterly dividend  to  increase  its
levels  of  retained internal cash flow and the planned sale of  certain  assets
that  at the time did not fit the Company's growth strategy.  The complaints  in
these  three  cases  were consolidated by the Court and a  consolidated  amended
complaint  was  filed  on  July  30, 1996.  The consolidated  amended  complaint
asserts  a  class  period  extending from March  1,  1995  to  August  8,  1995,
inclusive.

           A  fourth  Complaint was filed the week of December 15,  1995  by  an
individual  on  behalf  of  himself and also  purportedly  on  behalf  of  other
similarly  situated persons against the Company and certain of its  current  and
former  executive officers in the United States District Court for  the  Eastern
District  of  Pennsylvania (the Warden action).  This  action  was  subsequently
transferred  to the Western District of Pennsylvania.  While this  Complaint  is
substantially  similar  to the previous Complaints, it alleged  a  class  period
extending from August 17, 1993 (the IPO date) to August 8, 1995.

           The Company filed a motion seeking to dismiss the consolidated action
and  negotiated a stay of the Warden action pending resolution of the motion  to
dismiss  the  consolidated actions.  On September 15, 1997 the Court  issued  an
opinion dismissing the consolidated amended complaint.  In its ruling, the Court
dismissed  certain allegations with prejudice and others with an opportunity  to
amend.   On October 10, 1997 the Plaintiffs filed a second amended complaint  in
the  consolidated  action.   On December 2, 1997  the  court  entered  an  order
consolidating  the  cases  for pretrial purposes.   On  December  16,  1997  the
Plaintiff  in the Warden action filed a second amended complaint, which  changed
the  end of the putative class period to February 28, 1995.  On January 16, 1998
the  Company filed motions seeking dismissal of both the consolidated action and
the  Warden action.  On October 15, 1998 the Court in the Warden action  granted
the  Company's motion to dismiss and permitted the plaintiffs to  file  a  third
amended complaint.

           On November 2, 1998, the Court granted in part and denied in part the
Company's  motion  to dismiss the second amended complaint in  the  consolidated
action.   In  its  ruling, the Court dismissed the Company as  a  defendant  and
dismissed all of the plaintiff's claims with prejudice, except for a narrow  set
of allegations relating to projections of the 1995 dividend at a March 1995 REIT
conference and in the 1994 annual report.   On November 30, 1998, the plaintiffs
in  the  Warden  action  and the consolidated action each  filed  third  amended
complaints.  In the consolidated action, plaintiffs seek to renew certain claims
against the Company notwithstanding the Court's prior rulings.  On December  21,
1998,  the  Company  filed  a  motion seeking dismissal  of  the  third  amended
complaint in the Warden action.  On February 5, 1999, the Company filed a motion
to  dismiss  the  third  amended complaint in the  consolidated  action.   These
motions are currently pending.

           The   consolidated  legal  action and the  Warden  action  are  in  a
preliminary stage.  However, the Company believes, based on the advice of  legal
counsel,  that  it  and  the  named officers have substantial  defenses  to  the
plaintiffs'  claims, and the Company intends to vigorously defend  the  actions.
The  Company's current and former officers that are named in this litigation are
covered  under  a  liability insurance policy paid  for  by  the  Company.   The
Company's officers also have indemnification agreements with the Company.  While
the  final  resolution  of  this  litigation  cannot  be  presently  determined,
management does not believe that it will have a material adverse effect  on  the
Company's results of operations or financial condition.

          Tenant litigation

           In  July  1997, the Bon-Ton Department Stores, Inc. filed suit  in  a
Pennsylvania  state court against Crown American Financing Partnership  and  The
May  Department Stores Company seeking to enjoin the development of a Kaufmann's
department  store  at  the  Nittany  Mall.  Bon-Ton  claims  that  the  proposed
Kaufmann's  store would violate a restrictive covenant in Bon-Ton's  lease  with
Crown.   Crown  and  May  disputed Bon-Ton's position and filed  a  counterclaim
seeking a declaratory judgment that the proposed transaction did not violate the
restrictive  covenant.  The parties stipulated to a trial of all issues  (except
the availability of damages to Bon-Ton should it establish liability but not the
entitlement to injunctive relief).  After this trial, the Court ruled  in  favor
of  Crown  and May, denying Bon-Ton's request for injunctive relief and granting
Crown's  and May's motion for a declaratory judgment.  Bon-Ton appealed  to  the
Pennsylvania  Superior  Court, and this appeal  is  pending.   While  the  final
resolution  of  this litigation cannot be presently determined, management  does
not believe that it will have a material adverse effect on the Company's results
of operations or financial condition.

Item 4.   Submission of Matters to a Vote of Security Holders.

          No matters were submitted to a vote of security holders of the Company
during the fiscal quarter ended December 31, 1998.

EXECUTIVE OFFICERS OF THE COMPANY

          The following table sets forth certain information with respect to the
executive officers of the Company as of  February 15, 1999.

Name                       Age                  Office with the Company

Frank  J. Pasquerilla       72       Trustee, Chairman of the Board of Trustees 
                                     and Chief Executive Officer
Mark E. Pasquerilla         39       Trustee, Vice-Chairman and President
John M. Kriak               51       Trustee, Vice-Chairman and Chief Operating
                                     Officer
Nicholas O.  Antonazzo      61       Executive Vice President, Real Estate
                                     Development
Thomas Stephenson           57       Executive Vice President, Asset Management
Terry  L.  Stevens          50       Senior  Vice President, Chief Financial
                                     Officer

           Frank  J. Pasquerilla became Chairman and Chief Executive Officer  of
the  Company  upon  its  formation. Mr. Pasquerilla directs  all  financial  and
development  activities,  establishes  corporate  policy  and  provides  overall
strategic  direction  for  the Company.  He joined CAA  within  a  year  of  its
founding  in  1950 and became president in 1953.  Mr. Pasquerilla  became  CAA's
sole  owner in 1961 and has served as its Chairman and Chief Executive  Officer.
He  is  a  Trustee  of the University of Notre Dame, a member of  the  Board  of
Directors  of  Georgetown  University and was a  Trustee  of  the  International
Council of Shopping Centers.

           Mark  E.  Pasquerilla  became  President  of  the  Company  upon  its
formation.   Effective September 1, 1998, Mr. Pasquerilla assumed the additional
position of Vice Chairman with responsibility for the Company's top line revenue
growth  through  leasing  and  other income sources.   Mr.  Pasquerilla  directs
leasing and the general administration of the Company and also assists the Chief
Executive  Officer  with strategic planning and the establishment  of  corporate
policy.   He  has also served as President of CAA since 1990, and was  Executive
Vice  President of Operations of CAA from 1987 to 1990.  Mr. Pasquerilla  was  a
member  of  the  Governor  of  Pennsylvania's Economic  Development  Partnership
Council from 1987 to 1995, and is a former Fulbright-Hays Scholar.  In addition,
Mr.  Pasquerilla  is a member of the Board of Directors and  the  Executive  and
Discount Committees of USBANCORP, INC.  Mark E. Pasquerilla is the son of  Frank
J. Pasquerilla.

           John M. Kriak became Vice-Chairman and Chief Operating Officer of the
Company  on  September 1, 1998.  Mr. Kriak is responsible for  coordinating  the
operational  aspects  of  the Company including development,  asset  management,
finance,  acquisitions  and facilities planning functions.   From  May  1995  to
August 31, 1998, Mr. Kriak had been Executive Vice President and Chief Financial
Officer  and was responsible for financial services, with emphasis on  corporate
and  project financing, financial reporting, and management information systems.
Mr. Kriak has been Executive Vice President of Crown Holding Company, the parent
of Crown Investments Trust, since May 1993.  He was formerly the Chief Financial
Officer,  Vice  President, Secretary, and Treasurer of Penn Traffic  Company,  a
food retailer and supermarket operator, from 1976 until May 1993.  Mr. Kriak  is
a CPA, CMA and CFM.

           Nicholas  O. Antonazzo became Executive Vice President,  Real  Estate
Development,  of  the  Company upon its formation.  Mr.  Antonazzo  directs  the
expansion   and  redevelopment  of  regional  malls,  anchor  department   store
relations,   build-to-suit  development,  value-added   tenant   relations   and
peripheral  land  development and sales.  He has also served as  Executive  Vice
President of Development of CAA from 1987 to August 16, 1993.  Mr. Antonazzo  is
a former state director for the International Council of Shopping Centers and is
admitted to practice law before the Pennsylvania Supreme and Superior Courts.

          Thomas Stephenson became Executive Vice President, Asset Management of
the Company in April 1994.  Mr. Stephenson is responsible for strategic planning
as  well  as  directing the operations of the Company's regional  shopping  mall
portfolio.   He  served  as  Senior Vice President of Operations  for  The  Hahn
Company (a shopping center developer and manager) from 1987 to 1994 and as  Vice
President  of  Operations from 1983 to 1987.   Previously, he  was  with  Trizec
Corporation, Ltd. ( a shopping center developer and manager) from 1971  to  1983
as Vice President of Operations.  Mr. Stephenson is a CPA.

           Terry  L.  Stevens became Senior Vice President and  Chief  Financial
Officer  on  September 1, 1998 and is responsible for financial  services,  with
emphasis on corporate and project financing, financial reporting, and management
information  systems.   Mr.  Stevens joined the Company  in  May  1994  as  Vice
President  and  Chief  Accounting Officer, and he was promoted  to  Senior  Vice
President  on  February 1, 1995.  Prior to joining the Company Mr.  Stevens  was
Director  of  Financial  Systems at AlliedSignal, Inc., a  large  multi-national
manufacturer, from 1990 to 1994.  He also spent 18 years with Price  Waterhouse,
an  international  accounting firm, including seven years as an  audit  partner.
Mr. Stevens is a CPA.

           The  executive officers are elected annually by the Board of Trustees
at  an  organization meeting which is held immediately after each Annual Meeting
of  Shareholders.  The executive officers of the Company serve in the  identical
offices in each of the Partnerships.


                                     PART II
                                        
Item  5.    Market  for  Registrant's Common Shares of Beneficial  Interest  and
            Related Shareholder Matters

           The  shares are listed on the New York Stock Exchange (symbol:  CWN).
As  of  February  16,  1999,  there were 26,207,919  common  shares  issued  and
outstanding, held by 1,089 holders of record.  The high and low sales  price  of
the common shares and dividends paid per common share during each quarter in the
period January 1, 1997 through December 31, 1998 were as follows:
                                    1997                        1998
                           High     Low    Dividend    High      Low    Dividend

Quarter ended March 31     $8 3/8   $7 3/8  $0.20      $9 9/16   $8 1/2  $0.20
Quarter ended June 30      $9 3/8   $7 1/2  $0.20      $10 13/16 $9 1/8  $0.20
Quarter ended September 30 $9 15/16 $9 3/16 $0.20      $10 1/8   $71/2   $0.20
Quarter ended December 31  $9 11/16 $8 1/8  $0.20      $8 3/4    $71/2   $0.20

Item 6.   Selected Financial Data

           The  following table sets forth selected consolidated financial  data
for   the   Company,  its  wholly-owned  subsidiaries,  and  its  majority-owned
subsidiary, the Operating Partnership.  The Company is sole general  partner  in
the  Operating  Partnership,  and as of December 31,  1998  holds  100%  of  the
preferred  partnership  interests  (see Note 6  to  the  Consolidated  Financial
Statements)  and  72.47%  of  the common partnership  interests.  The  Operating
Partnership directly owns seven malls, the 50% joint venture interest in  Palmer
Park  Mall,  the Corporate headquarters building, and the Westgate  anchor  pad.
All  remaining properties are owned by seven partnerships and limited  liability
companies  that  are  99.5% or 100.0% owned by the Operating  Partnership.   The
remaining 0.5% interests in these second-tier entities are owned by the  Company
through  its wholly-owned subsidiaries.  The financial data should  be  read  in
conjunction with the Consolidated Financial Statements and Notes in Item 8,  and
"Management's  Discussion  and Analysis of Financial Condition  and  Results  of
Operations" in Item 7.   (See Item 1 in this Annual Report on Form  10-K  for  a
discussion of the business combination completed on August 17, 1993).

           Industry analysts generally consider Funds from Operations ("FFO") an
appropriate  measure of performance for an equity REIT.  Funds  from  Operations
means  net  income  (computed in accordance with generally  accepted  accounting
principles  -  "GAAP")  before minority interest, real estate  depreciation  and
amortization,   and   extraordinary  and  unusual   non-recurring   items,   and
additionally includes earned cash flow support.  Management believes that  Funds
from Operations is an appropriate measure of the Company's operating performance
because reductions for real estate depreciation and amortization charges are not
meaningful  in  evaluating the operating results of the Properties,  which  have
historically  been  appreciating assets.  Gains on sales of outparcel  land  are
included  in this measure of performance. Gains or losses on sales of  operating
properties  and  anchor  store  locations are excluded  from  FFO  because  such
transactions are uncommon and not a part of ongoing operations.

           Beginning  in 1996 the Company adopted a change in the definition  of
FFO  as promulgated by The National Association of Real Estate Investment Trusts
(NAREIT).   Under  the new definition, amortization of deferred financing  costs
and  depreciation of non-real estate assets, as defined, are not adjustments  to
GAAP income in the calculation of FFO.  All prior periods' FFO results have been
retroactively restated.  The revised definition resulted in reductions of  1996,
1995,  and  1994  total  FFO of $4.6 million, $4.5 million,  and  $3.9  million,
respectively.

           EBITDA  is  defined as revenues and gain on sales of outparcel  land,
less  operating  costs  and  general  and administrative  expenses,  but  before
interest,  and  all  depreciation and amortization.   Management  believes  this
measure  provides the clearest indicator of property operating  performance  for
the  following reasons:  (i) it is industry practice to evaluate the performance
of  real  estate  properties based on net operating income (or  NOI),  which  is
generally  equivalent to EBITDA; and (ii) both NOI and EBITDA are unaffected  by
the capital structure of the property owner.

           Funds from Operations and EBITDA (i) do not represent cash flow  from
operations as defined by generally accepted accounting principles, (ii) are  not
necessarily indicative of cash available to fund all cash flow needs  and  (iii)
should  not  be  considered  as an alternative to net  income  for  purposes  of
evaluating the Company's operating performance.

           Other  data  that  management believes is important in  understanding
trends in its business and properties are also included in the following table.


<TABLE>
<CAPTION>


Item 6.  Selected Financial Data (continued)


                                           Year Ended December 31,  
                                  1998   1997      1996      1995      1994
                                     (in thousands, except per share data)
<S>                              <C>       <C>       <C>       <C>        <C>
Operating Data:                                                                
Total revenues                   $146,748 $130,994 $133,972   $132,248  $119,859
Operating costs:                                                               
Property operating costs           48,550   43,779   46,457     45,408   39,368
Depreciation and amortization      41,712   38,311   35,315     34,634   29,171
General and administrative          5,066    4,698    4,135      4,420    2,622
expenses
Operating income before            51,420   44,206   48,065     47,786   48,698
interest
Interest                           45,417   42,663   45,337     42,923   36,240
Adjustment to carrying value of                               (35,000)         
assets
Gain on sale of property            1,210    1,051    5,776      3,492    6,591
Income (loss) before minority                                                  
interest and
extraordinary items                 7,213    2,594    8,504   (26,645)   19,049
Minority interest in Operating      8,363    1,644  (1,979)      4,205  (4,192)
Partnership
Cumulative effect of change in    (1,703)                                      
accounting method
Extraordinary gain on fire                                      11,244         
insurance claim
Extraordinary loss on early      (22,512)  (2,331)    (718)      (765)         
extinguishment of debt
Net income (loss)                 (8,639)    1,907    5,807   (11,961)   14,857
Dividends on preferred shares    (13,750)  (6,646)                             
Net income (loss) applicable to $(22,389) $(4,739)  $ 5,807  $(11,961)  $14,857
common shares
Per share data (after minority                                                 
interest): (1)
Basic EPS:                                                                     
Income (loss) before            $ (0.18)  $ (0.11)  $  0.23  $  (0.72)  $  0.55
extraordinary items
Extraordinary items                (0.62)   (0.06)   (0.02)       0.29         
Cumulative effect of change in     (0.05)                                      
accounting method
Net income (loss)               $  (0.85) $ (0.17)  $  0.21  $  (0.43)  $  0.55
Diluted EPS:                                                                   
Income (loss) before            $  (0.18) $ (0.11)  $  0.23  $  (0.72)  $  0.55
extraordinary
items
Extraordinary items                (0.62)   (0.06)   (0.02)       0.29         
Cumulative effect of change in     (0.05)                                      
accounting method
Net income (loss)               $  (0.85) $ (0.17)  $  0.21  $  (0.43)  $  0.55
                                                                               
Other Data:                                                                    
EBITDA (2 & 4)                  $  98,499 $ 88,028  $91,514  $  91,269  $ 84,876
Funds from Operations (FFO):                                                   
(3,
4, & 5,)
Net income (loss)               $ (8,639) $  1,907  $ 5,807  $(11,961)  $ 14,857
Adjustments:                                                                   
Minority interest in Operating    (8,363)  (1,644)    1,979    (4,205)     4,192
Partnership
Adjustment to carrying value of                                 35,000         
assets
Less gain on asset sales other                      (2,351)              (4,498)
than outparcels
Depreciation and amortization -    42,992   39,682   36,678     36,417   30,859
real estate
Operating covenant amortization     2,630    2,630    2,630      2,685    2,592
Cash flow support earned            3,784    3,733    2,889      2,591    3,703
Cumulative effect of change in      1,703                                      
accounting method
Extraordinary gain on fire                                    (11,244)         
insurance claim
Extraordinary loss on early        22,512    2,331      718        765         
extinguishment of debt
Funds from Operations before                                                   
allocations to
minority interest and preferred    56,619   48,639   48,350     50,048   51,705
shares
Less:                                                                          
Amounts allocable to preferred     13,750    6,646                             
shares
Amounts allocable to minority      11,653   10,810   12,287     12,653   11,379
interest
Funds from Operations applicable
to common shares                $  31,216 $ 31,183 $ 36,063  $  37,395 $ 40,326
Weighted average common shares     26,393   27,228   27,515     27,372   27,119
outstanding (000)
Weighted average common shares                                                 
and Operating Partnership units
outstanding (000)                  36,317   36,667   36,956     36,668   34,772
                                                                               
Cash Flows:                                                                    
Net cash provided by operating  $  54,834 $ 38,747 $ 44,848  $  57,174  $ 50,489
activities
Net cash (used in) investing    (102,795) (70,983) (41,730)  (100,238)  (20,031)
activities                            
Net cash provided by (used in)     52,001   34,962  (2,408)     46,964  (34,136)
financing activities                                               
                                                                               
(1), (2), (3), (4), (5) - See page 21 for explanation.

</TABLE>

 
<TABLE>
<CAPTION>


Item 6.  Selected Financial Data (continued)
                                                                               
                                                                              
                                                                                
                                                                                
                                                    December 31,                
Balance Sheet Data ($000):        1998        1997       1996      1995     1994
<S>                             <C>         <C>        <C>       <C>       <C>
Income-producing properties                                                    
(before accumulated depreciation
and amortization)             $1,134,349 $1,024,641  $960,692 $933,220 $856,213
Total assets                     869,288    785,949   740,638  737,518  701,409
Total debt and liabilities       708,047    570,845   600,986  580,234  502,856
Minority interest                 11,724     25,334    35,576   39,873   43,670
Shareholders' equity             149,517    189,770   104,076  117,411  154,883
                                                                               
Portfolio Property Data (6):                                                   
                                                                               
Number of retail properties 
at end of year                        28         26        25       25       23
                                      
Total GLA at end of year          15,948     14,999    14,321   14,063   12,695
(000 sq. ft.) (7)

Mall shop GLA at end of year       5,734      5,539     5,355    5,221    4,895
(000 sq. ft.) 
                                                                               
Comparable store mall shop    $      242  $     228   $   217  $   206  $   204
tenant sales per square foot
(8)
                                                                               
Mall Shop occupancy percentage 
at year end (9)                       82%        79%       76%      82%      84%


(1)  All per share data are based on the weighted average common shares
     outstanding shown for the respective periods.
(2)  EBITDA represents earnings before interest, all depreciation and 
     amortization, and unusual items.  The derivation of EBITA is shown in 
     Item 7 (c) herein.  As a REIT, the Company is generally not subject to 
     federal or state income taxes.
(3)  Funds from Operations represents net income before minority interest, real
     estate depreciation and amortization, plus earned cash flow support and
     adjusted for certain unusual and non-recurring items.
(4)  EBITDA and Funds from Operations (i) do not represent cash flow from
     operations as defined by generally accepted accounting principles, 
     (ii) are not necessarily indicative of cash available to fund all
     cash flow needs and (iii) should not be considered as an
     alternative to net income for purposes of evaluating the Company's
     operating performance.
(5)  As noted in the narrative preceding the above table, beginning in 1996, the
     Company adopted a revised definition of FFO as promulgated by NAREIT.  
     FFO for all prior periods has been restated.
(6)  The data prior to 1995 excludes Wyoming Valley Mall and Middletown Mall
     which were acquired by the Company in 1995. The data for 1997 includes the
     impact of the Valley Mall acquisition completed in November 199.  The data
     for 1998 includes the additions of Crossroads and Jacksonville Malls and
     the Greater Lewistown Strip Center, all of which were acquired in May 1998,
     and the sale of Middletown Mall in July 1998.  See Note 14 to the 
     Consolidated Financial Statements.
(7)  Total GLA includes anchor stores (company-owned and tenant-owned), mall
     shops, and freestanding space.
(8)  Total sales for all mall shop tenants, excluding freestanding space, movie
     theaters, and supermarkets, amounted to $909 million, $721 million, 
     $719 million, $715 million, and $700 million for 1998, 1997, 1996, 1995
     and 1994, respectively.  Sales reported in 1998, 1997, 1996, 1995, and
     1994 for all owned anchor stores were $1,249 million, $1,132 million, 
     $1,112 million, $962 million and $922 million, respectively.  The 
     Company owns 96 of 105 anchor store premises as of December 31, 1998.
(9)  Includes both tenants in occupancy and tenants that have signed leases but
     have not yet taken occupancy as of the dates indicated.

</TABLE>


Item 7.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations

           The  following  discussion should be read  in  conjunction  with  the
Selected  Financial  Data and the Consolidated Financial  Statements  and  Notes
thereto  in  Item 8 in this Annual Report on Form 10-K.  The Note references  in
this item can be found on pages 39 to 56.   Historical results set forth in  the
Selected  Financial  Data  and the Consolidated Financial  Statements  of  Crown
American  Realty Trust (the "Company") are not necessarily indicative of  future
financial position and results of operations of the Company.

(a)       General Background and Performance Measurement

          Organization

           Crown  American Realty Trust (the "Company") was formed  in  1993  to
acquire  interests in 23 enclosed shopping malls and certain other  real  estate
(collectively  the  "Properties")  then  currently  owned  by   Crown   American
Corporation,  a  wholly-owned  subsidiary  of  Crown  Holding  Company   ("Crown
Holding").   The  Company is a real estate investment trust under  the  Internal
Revenue Code of 1986, as amended.  On August 17, 1993 the Company completed  its
initial public offering and raised net proceeds of approximately $405 million in
equity  from issuing approximately 25.5 million shares, including the subsequent
exercise  of  the  underwriters' over-allotment option.  The  Company  used  the
proceeds  to  purchase  an  initial 78% general partnership  interest  in  Crown
American Properties, L.P. (the "Operating Partnership"), a partnership which was
formed  just prior to consummation of the offering referred to above and is  the
successor  entity of Crown American Realty Properties (the "Predecessor").   The
current  27.53% minority limited common partnership interests are held by  Crown
Investments   Trust,  by  Crown  American  Investment  Company,  a  wholly-owned
subsidiary  of  Crown Investments Trust, both of which are affiliates  of  Crown
American  Associates ("Crown Associates") which was also formed  in  1993  as  a
wholly-owned  subsidiary of Crown Holding and as "Successor  to  Crown  American
Corporation", and by Frank J. Pasquerilla.  The funds were used by the Operating
Partnership to retire debt related to the Properties.  As described in  Note  6,
the  Company  also  holds  100% of the preferred partnership  interests  in  the
Operating  Partnership that arose in connection with the Company's  issuance  of
preferred shares in July 1997.

           Simultaneous  with the offering, Crown Associates  and  an  affiliate
transferred  the  Properties  and  the management  operations  into  either  the
Company, the Operating Partnership, or Crown American Financing Partnership (the
"Financing  Partnership"), a partnership which is 99.5% owned by  the  Operating
Partnership  and 0.5% owned by the Company.  As a result of these  transactions,
the  Company  is  engaged  primarily  in the ownership,  operation,  management,
leasing,  acquisition, expansion, development and financing of  shopping  malls.
In  addition, simultaneous with the above transaction, the Financing Partnership
borrowed $300 million of mortgage debt initially secured by 15 properties.   The
$300  million  was used to retire existing debt contributed by the  Predecessor.
As described in Note 5, in August 1998 the remaining balance of the $300 million
of mortgage debt was refinanced in its entirety.

           The  properties held by the Company at December 31, 1998 consist  of:
(1)   26  enclosed  shopping  malls  (together  with  adjoining  outparcels  and
undeveloped  land)  and a non-enclosed strip shopping center (Greater  Lewistown
Plaza) located in Pennsylvania, New Jersey, Maryland, Tennessee, North Carolina,
West  Virginia, Virginia and Georgia, (2) a 50% general partnership interest  in
Palmer  Park  Mall  Venture,  which owns Palmer Park  Mall  located  in  Easton,
Pennsylvania,   (3)  Pasquerilla  Plaza,  an  office  building   in   Johnstown,
Pennsylvania, which serves as the headquarters of the Company and  is  partially
leased  to  other  parties, and (4) a parcel of land (under  ground  lease  with
purchase option) improved with a building leased to a department store chain.

(b)       Funds from Operations

          Year ended  December 31, 1998 versus year ended December 31, 1997

           Total  1998  FFO  (before  allocations to minority  interest  and  to
preferred shareholders) was $56.6 million compared to $48.6 million in  1997,  a
16% increase.  FFO applicable to common shareholders for the year ended December
31,  1998 was $31.2 million or even with the amount reported for the year  ended
December  31, 1997. The average common shares outstanding during 1998  and  1997
were 26,393,000 and 27,228,000, respectively.

           FFO  contributed  from  existing mall  operations  (before  interest,
general  and  administrative costs, and cash flow support) was up $3.2  million.
FFO contributed by the recently acquired properties, net of financing costs, was
$2.2 million.  These increases were partially offset by:  $4.2 million full year
impact  of  the preferred shares dividends (net of amount allocated to  acquired
properties);  and $0.6 million higher general and administrative  expenses,  due
mostly  to  higher  costs  in  the leasing and acquisition  departments.   After
allocations to acquired properties, interest expense was down by $0.2 million.

           The $3.2 million increase from existing properties resulted from:  a)
an  increase  in  mall shop minimum and percentage rent of $5.0 million,  b)  an
increase  in  anchor  minimum and percentage rent of $0.4  million,  and  c)  an
increase  in  straight-line  rental income and miscellaneous  revenues  of  $0.3
million,  offset  by  d)   an  increase in  property  operating  costs  (net  of
recoveries)  in  the amount of $2.1 million, primarily due to  one-time  expense
reductions in 1997 as a result of real estate tax and franchise tax credits  due
to  settlements, and e) lower temporary and promotional income in  1998  in  the
amount  of  $0.4  million due to less space available due  to  the  increase  in
permanent leasing.

          Year ended December 31, 1997 versus year ended December 31, 1996

           FFO applicable to common shareholders for the year ended December 31,
1997  was  $31.2 million, compared to $36.1 million for the year ended  December
31, 1996.  Total 1997 FFO before allocations to minority interests and preferred
shareholders was $48.6 million compared to $48.4 million in 1996.

           FFO  contributed  from the Company's core property operations  (i.e.,
anchor  and  mall  shop rents, percentage rents, straight-line rents,  operating
costs   net   of   tenant  recoveries,  temporary  and  seasonal  leasing,   and
miscellaneous mall revenues) increased $3.5 million over 1996. The $3.6  million
improvement  in  property operations includes $2.5 million from lower  operating
costs,  net  of  tenant recoveries, $0.8 million higher temporary  and  seasonal
leasing income reflecting increased emphasis on this area to mitigate the  lower
mall  shop occupancy, $0.5 million higher straight-line rental income, and  $0.5
million contributed from Valley Mall which was acquired in November 1997, offset
by  $0.2  million lower small shop base and percentage rents from lower  average
occupancy  partially offset by higher average base rents, and $0.8 million  from
lower anchor base and percentage rents due largely to higher anchor vacancies in
1997.  Other positive impacts on total 1997 FFO included: a)  a decrease in  net
interest  costs  of  $2.7 million of which $3.3 million is  the  effect  of  the
paydown  of debt and increased short-term investments associated with  the  July
1997  preferred  share  offering offset by $0.6  million  higher  interest  from
increased borrowings and less capitalized interest, mainly related to the  Logan
Valley Mall reconstruction, and b) an increase in Cash Flow Support (see Note 8)
by  $0.8  million.  Negative impacts on total 1997 FFO included:  a)  a decrease
in  gain on land sales of $2.4 million, b)  a decrease in lease buyout income of
$2.3  million, c)  lower business interruption income from the Logan Valley fire
of $0.8 million, d)  lower fees on sales of non-REIT assets of $0.4 million, and
e)  higher general and administrative costs in the amount of $0.8 million.

(c)       EBITDA - Earnings before Interest, Taxes, Depreciation and
Amortization

          The computation of EBITDA is shown below for the years ended December
31, 1996, 1997, and 1998 ($000):
                                                     December 31,
                                          1998           1997          1996

Total revenues                         $ 146,748      $ 130,994      $133,972
Add back operating covenant 
 amortization deducted in
 minimum rent                              2,630          2,630         2,630
Net                                      149,378        133,624       136,602

Less recoverable costs and expenses     (43,755)       (39,467)      (41,324)
Less non-recoverable costs and expenses  (2,262)        (1,963)       (3,065)
Less property general & administrative 
 costs                                   (2,533)        (2,349)       (2,068)
Less corporate general & administrative 
 costs                                   (5,066)        (4,698)       (4,135)

Add back depreciation/amortization in 
 above expenses lines and joint 
 venture depreciation                      1,527          1,830        2,079
  Gain on outparcel land sales             1,210          1,051        3,425

EBITDA, as reported                   $   98,499      $  88,028   $   91,514

          Year ended December 31, 1998 versus year ended December 31, 1997

           Total  EBITDA for the year ended December 31, 1998 was $98.5 million,
an increase of $10.5 million from 1997's EBITDA of $88.0 million.  Of this total
increase, $8.2 million was attributable to the recently acquired properties  and
$2.7 million came from existing properties; the sale of Middletown Mall produced
a decrease in EBITDA of $0.4 million.

          Year ended December  31, 1997 versus year ended December 31, 1996

          Total EBITDA for the year ended December 31, 1997 was $88.0 million, a
decrease  of  $3.5  million from 1996's $91.5 million.   The  principal  factors
impacting  EBITDA in 1997 were:  a)  $2.3 million lower lease buyout income,  b)
$0.8  million  lower business interruption income from the 1994  fire  at  Logan
Valley  Mall,  c)   $2.4 million lower gain on land sales, offset  by  d)   $2.1
million lower net property operating costs and administrative costs.

 (d)      Property Operating Results and Trends

          Aggregate Tenant Sales Volume

           Over the long term, the level of anchor and mall shop tenant sales is
the  single most important determinant of revenues of the Company as anchor  and
mall  shop  tenants provide over 90% of total revenues and because tenant  sales
determine  the  amount  of  rent,  percentage  rent  and  recoverable   expenses
(together,  total  occupancy costs) that tenants can afford  to  pay.   However,
levels  of  tenant sales are considerably more volatile in the  short  run  than
total occupancy costs.

           Total  reported  sales for all tenants that reported  sales  for  the
applicable years are shown below ($ in millions):

                                               1998      1997      1996

           Anchors (owned locations)        $ 1,249    $ 1,132    $ 1,112
           Mall shop tenants, excluding         909        721        719
             freestanding, theater, and
             supermarkets

          The  above data excludes sales from all seasonal and temporary tenants
who  generally do not report their sales to the Company.  The Company owned   96
of 105 anchor store locations at December 31, 1998.

          In a period of rapidly increasing sales, rents on new leases will tend
to  rise  as tenants' expectations of future growth become more optimistic.   In
periods  of  declining  sales, rents on new leases tend  to  grow  more  slowly.
However, revenues generally increase as older leases roll over or are terminated
early  and replaced with new leases negotiated at current rental rates that  are
usually higher than the average rates for existing leases.

           Average  base rents per square foot for mall shop tenants at  quarter
end for the last three years are shown in the following table.   The increase in
average  base  rent  during these three years results  primarily  from  renewing
existing  leases at higher base rents, from leasing vacant space at higher  base
rents,  and  from elimination of lower paying tenants that closed  during  these
periods.

                               1998         1997       1996

           March 31        $  16.94       $ 15.96    $ 15.42
           June 30            16.95         16.13      15.56
           September 30       17.30         16.69      15.71
           December 31        17.54         16.82      15.85


           Comparable Mall Store Sales and Occupancy Cost

           Management  believes that over long periods of time  the  ability  of
tenants  to  pay occupancy costs and earn profits increases as sales per  square
foot  increase,  whether through inflation or real growth in customer  spending.
Because most mall shop tenants have certain fixed expenses, the occupancy  costs
(base fixed rents, percentage rents, and expense recoveries - pro rata share  of
real estate taxes and common area maintenance and other costs pertaining to  the
property)  that  they  can afford to pay and still be  profitable  is  a  higher
percentage  of  sales  at higher sales per square foot.   While  such  increased
occupancy  costs as a percentage of sales cannot grow indefinitely for  any  one
tenant, management believes that it is possible to increase the percentage  paid
by  all  tenants  as a group by aggressively working to replace under-performing
tenants with better performing ones.

           Comparable mall store sales per square foot in each reporting  period
is  based on sales reported by mall store tenants (excludes anchors and  certain
other large space users) that occupied space in both the current and immediately
preceding reporting period.  Comparable mall store sales per square foot for the
last  three years are set out below.  Also shown below is the percentage of mall
shop tenants' occupancy costs as a percentage of their annual sales.

                                                 1998    1997    1996

Comparable mall store sales per square foot      $ 242   $ 228   $  217
Occupancy  cost  percentage at  period  end      10.3%   10.4%    10.6%

          Seasonality and Occupancy

          The enclosed shopping mall industry is seasonal in nature, with anchor
and  mall  shop tenant sales highest in the fourth quarter due to the  Christmas
season, and with lesser, though still significant, sales fluctuations associated
with  the  Easter  holiday and back-to-school events.  While minimum  rents  and
expense  recoveries are generally not subject to seasonal factors,  many  leases
are  scheduled to expire in the first calendar quarter, and the majority of  new
stores  open  in  the second half of the year in anticipation of  the  Christmas
selling season.  Accordingly, revenues and occupancy levels are generally lowest
in the first quarter and highest in the fourth quarter.



           The aggregate mall shop occupancy percentage, defined as the ratio of
total mall shop space that is leased (including both tenants occupying space and
tenants  that have signed leases but have not yet taken occupancy) to the  total
mall  shop  space gross leasable area ("GLA") at quarter-end for the last  three
years is set out below.

                                    Mall Shop Occupancy
                                    1998   1997    1996

           March 31                 79%    75%     79%
           June 30                  81%    77%     77%
           September 30             81%    77%     77%
           December 31              82%    79%     76%
 
          The  decline in occupancy in 1996 and early 1997 occurred  due  to  a
higher   than   normal  number  of  tenant  bankruptcies  and  early   closings,
particularly in the first and second quarters of 1996, and, to a lesser  extent,
from  slower leasing activity in 1996.  Occupancy at December 31, 1997 does  not
include Valley Mall which was purchased in November 1997.

            At December 31, 1998, anchor occupancy was 99.0% and total portfolio
occupancy (anchors, mall stores and freestanding) was 91.6%.

(e)       Results of Operations

          Comparison of Year Ended December 31, 1998, versus Year Ended December
31, 1997

          Revenues

           Components of minimum rents and percentage rents for the years  ended
December 31, 1996, 1997 and 1998 are as follows ($000):

                                             Year Ended December 31,

                                            1998      1997       1996
Components of Minimum Rents:
  Anchor - base rents                    $ 23,527  $ 22,213    $ 22,624
  Mall shops & freestanding - base rents   67,195    57,251      58,064
  Mall shops & freestanding - percentage 
    rent in lieu of fixed 
    base rent                               2,908     2,397       1,821
  Straight line rental income                 564        89       (457)
  Ground leases - base rents                1,949     1,542       1,540
  Lease buyout income                           8       182       2,479
  Operating covenant amortization         (2,630)   (2,630)     (2,630)
     Total Minimum Rents                 $ 93,521  $ 81,044    $ 83,441

Components of Percentage (Overage)
 Rents:
  Anchors                               $   3,899  $  3,454    $  3,763
  Mall shops, freestanding, and ground 
   leases                                   3,292     3,090       2,726
     Total Percentage (Overage) Rents   $   7,191  $  6,544    $  6,489

           Total  revenues increased by $15.7 million, or 12.0%,  in  1998  over
1997's reported revenues of $131.0 million. Of the $15.7 million increase, $11.7
million  was  the result of the four recently-acquired properties, $4.9  million
came  from previously-owned centers, offset by a $0.9 million decrease from  one
sold property.

          The composition of the $15.7 million increase, by revenue category, is
as follows (dollars in thousands):

                                    Same      Acquired        Sold
                                  Centers    Properties     Property      Total

Minimum rents                     $ 5,506     $  7,562      $ (591)     $ 12,477
Percentage rents                     (44)          716         (25)          647
Cost recovery income                (281)        2,476        (138)        2,057
Temporary & promotional leasing     (399)          790         (42)          349
Net utility income                     89           96            -          185
Miscellaneous income                   69           37         (67)           39
    Total revenues                $ 4,940     $ 11,677      $ (863)     $ 15,754

          Property Operating Costs

           Property  operating and administrative costs, excluding  depreciation
and  amortization, increased $4.8 million in 1998, a 10.9% increase  over  1997.
The composition of this $4.8 million increase was $3.4 million from the recently
acquired  properties and $1.9 million from previously-owned centers,  offset  by
$0.5 million from one sold property.

           The  breakdown  of  the $4.8 million increase in  property  operating
costs, by major expense category, is as follows (dollars in thousands):

                                    Same        Acquired      Sold
                                   Centers     Properties   Property      Total

Recoverable operating costs        $ 1,640      $ 3,017     $ (369)     $ 4,288
Property administrative costs           13          179         (8)         184
Other operating costs                  191          198        (90)         299
   Total property operating costs  $ 1,844      $ 3,394     $ (467)     $ 4,771


          Depreciation and Amortization

           Depreciation  and amortization expense increased by $3.4  million  in
1998.  The four recently-acquired properties accounted for $3.6 million of  this
increase,  existing centers were even with 1997 and the sold property  accounted
for a $0.2 million decrease.

          General and Administrative

           General and administrative expenses increased by $0.4 million in 1998
over  a  year ago primarily as a result of higher compensation costs and  travel
and  entertainment  costs due to the concentrated effort  in  both  leasing  and
acquisitions.  This effort resulted in a record high leasing volume in 1998  and
the acquisition of two enclosed malls and one community strip center.

          Interest Expense

           Interest  expense  (net of capitalized amounts)  increased  to  $45.4
million, a $2.7 million increase over 1997.  Of this $2.7 million increase, $2.2
million  was  directly associated with debt incurred to purchase  the  recently-
acquired  properties.   The sold property resulted in  a  decrease  in  interest
expense of $0.3 million, with the remaining increase of $0.8 million coming from
increased borrowings related to existing centers.

          Gain on Sale of Outparcel Land

           The  gain on sale of outparcel land was $1.2 million in 1998, or $0.2
million higher than 1997.

          Extraordinary Losses

           The  Company recorded $22.5 million of losses on early extinguishment
of  debt  in  1998  and $2.3 million in 1997.  The 1998 loss  of  $22.5  million
consisted of primarily a)  $16.6 million of prepayment penalties associated with
the  payoff  of the Kidder Peabody Mortgage Loans in August 1998, and  b)   $5.9
million  of unamortized deferred financing costs related to the Kidder  Mortgage
Loans  and  the $110.0 million interim loan with General Electric  Capital  Real
Estate.

          Change in Accounting Method

           On  May  21,  1998 the Emerging Issues Task Force ("EITF")  discussed
Issue 98-9 "Accounting for Contingent Rent" and reached a consensus that lessors
should  defer the accounting recognition of contingent rent, such as  percentage
rent,  until  the  specific tenant sales breakpoint  target  is  achieved.   The
Company's previous accounting method, which was fully acceptable under Generally
Accepted  Accounting Principles ("GAAP"), recognized percentage rent on  a  pro-
rata  basis  when a tenant's achievement of its sales breakpoint was  considered
probable.   This  EITF consensus can be implemented on a prospective  basis,  or
retroactively as a change in accounting method.

           During  the third quarter of 1998, the Company implemented this  EITF
consensus  as  a  change  in accounting method and accordingly  recorded  as  of
January  1,  1998  a $1.7 million cumulative effect adjustment representing  the
change  on  prior  years' percentage rent income based  on  the  new  method  of
accounting.  The impact on percentage rent income of the new method for the year
ended  December  31, 1998 was a reduction of percentage rents of  about  $12,000
from  what  would  have  been reported under the Company's  previous  method  of
accounting.   The  impact  on the fourth quarter of  1998  was  an  increase  in
percentage  rent  of approximately $66,000 over what would have  been  reported.
The  impact  on  the previously reported first, second, and third  quarters  was
immaterial.

          New Accounting Pronouncements

           In  the  first  quarter  of 1998, the Company  adopted  Statement  of
Financial Accounting Standards ("FAS") No. 130, Reporting Comprehensive  Income,
which requires companies to report all changes in equity during a period, except
those  resulting  from investment by owners and distribution  to  owners,  in  a
financial statement for the period in which they are recognized.  FAS No.130 has
no  impact on the Company's financial statements, as the Company's comprehensive
income  (loss) is equal to its net income (loss) at December 31,  1998,  as  the
Company  has  just one reportable operating segment.  In the fourth  quarter  of
1998,  the  Company  adopted  FAS  No. 131, Disclosures  About  Segments  of  an
Enterprise  and Related Information.   This new standard has not had a  material
effect on the Company's consolidated financial statements.

           In  June  1998,  the  Financial  Accounting  Standards  Board  issued
Statement  of Financial Accounting Standards No. 133, Accounting for  Derivative
Instruments  and Hedging Activities.  The Statement establishes  accounting  and
reporting  standards  requiring  that  every  derivative  instrument  (including
certain derivative instruments embedded in other contracts) be recorded  in  the
balance  sheet as either an asset or liability measured at its fair  value.  FAS
No.  133 is effective for fiscal years beginning after June 15, 1999.   Had  the
Company applied this standard currently, the effect on the Company's results  of
operations at December 31, 1998 would be immaterial.

          Comparison of Year Ended December 31, 1997, versus Year Ended December
31, 1996

           Total 1997 revenues were $131.0 million compared to $134.0 million in
1996.   Contributing  to  the  decrease in revenues  were:  $0.8  million  lower
business  interruption insurance, $0.6 lower cost recovery income due  to  lower
recoverable costs at the properties, $2.3 million lower lease buyout income  due
mainly  to  two Kmart anchor lease buyouts in the third and fourth  quarters  of
1996,  $0.2  million  lower small shop base and percentage rents  due  to  lower
occupancy earlier in the year partially offset by higher average base  rent  per
foot,  $0.8  million lower anchor base and percentage rents from  higher  anchor
vacancies in 1997, and $0.4 million lower fees and commissions from sales of non
Company  properties  (included  in  miscellaneous  income).   Offsetting   these
decreases  were: $0.8 million in higher temporary and promotional  income,  $0.2
million  higher  net  utility income, $0.5 million higher  straight-line  rental
income,  and $0.7 million in revenues from Valley Mall purchased in mid November
1997.   Of  the  total $3.0 million decrease in revenues for 1997, $2.5  million
occurred in the first six months.

           Property  operating and administrative costs, excluding  depreciation
and  amortization, decreased by $2.7 million in 1997 compared to 1996.   Factors
contributing  to  this decrease were lower snow removal costs,  lower  insurance
costs  and real estate tax expense due mainly to adjustments in assessed values,
and  lower  consulting fees and non-recoverable mall repairs.  Depreciation  and
amortization  expense  increased by $3.0 million in 1997  due  primarily  to  an
increased  level of real estate assets, including Logan Valley Mall,  and  to  a
cessation of depreciation in the first half of 1996 on certain assets  that  had
been held for possible sale in 1996.  These assets were withdrawn from held  for
sale status during the second quarter of 1996.

           General  and administrative expenses were approximately $0.6  million
higher  in  1997 compared to 1996.  This increase was primarily attributable  to
higher   compensation  and  travel  costs  associated  with  income   generating
activities, principally leasing and acquisitions.  Interest expense decreased by
$2.7 million in 1997 compared to 1996, of which $3.3 million  resulted from  the
paydown  of  $58.3 million of debt from the proceeds of the July 1997  preferred
share  offering and interest income from temporary short-term investment of  the
proceeds  from  the  preferred  shares,  offset  by  $0.6  million  from  higher
borrowings  and  lower capitalized interest mainly from the  Logan  Valley  Mall
reconstruction.

           The  gain on the sale of outparcel land was $1.1 million in  1997,  a
decrease  of  $2.4 million compared to 1996 due to fewer sale transactions.   In
addition,  in  September  1996, the Company sold  its  Patrick  Henry  Corporate
Center,  an  office building located in Newport News, Virginia to  an  insurance
company.  The net gain from this transaction of $2.4 million is shown as a  gain
on asset sales.

           During 1997 the Company recorded $2.3 million in extraordinary losses
on  the  early  extinguishment of debt.  These losses result  from  writing  off
unamortized  deferred  financing costs and from prepayment penalties  associated
with  certain  loans  that  were prepaid.  Similarly, during  1996  the  Company
recorded   $0.7   million  in  extraordinary  losses  representing   the   early
extinguishment of debt related to the sale of the Patrick Henry Corporate Center
and to the refinancing of two loans.

(f)       Cash Flows, Liquidity and Capital Resources

           For  the years ended December 31, 1998, 1997, and 1996,  the  Company
generated $54.8 million, $38.7 million, and $44.8 million, respectively, in cash
from  operating activities, as shown in the accompanying Consolidated Statements
of Cash Flows in Item 8 hereto.

          1998 Cash Flows

           During  1998 the Company generated $54.8 million in cash  flows  from
operating  activities,  which is net of $0.4 million net  negative  impact  from
changes  in  receivables, restricted cash and escrow deposits, deferred  charges
and  other  assets,  and  accounts payable and other liabilities.   The  Company
invested  $64.2 million in its existing properties in 1998 which included  $11.7
million in the expansion/renovation of Washington Crown Center, $9.5 million  in
the  expansion/renovation of Patrick Henry Mall, $4.1 million in the Valley Mall
Redevelopment Project, and $16.5 million in mall shop tenant allowances for  the
remaining  projects.  The company also invested $46.7 million in three  acquired
properties  not including $14.7 million of debt assumed in connection  with  the
Crossroads  Mall  and Greater Lewistown Plaza acquisitions and $4.5  million  in
additional  partnership  units issued in 1998 related  to  Middletown  Mall  and
Greater  Lewistown Plaza (see Notes 14 and 15).  The Company also received  $8.1
million  in  cash from the sale of Middletown Mall.  The Company  generated  net
$52.0  million from its financing activities, which included (1) $465.0  million
from the 10-year mortgage loan with GE Capital Real Estate offset by the related
refinancing  of  $421.0  million of debt (see Note  5),  (2)  $46.7  million  in
borrowings  under  the  GECRE  lines  of  credit  that  was  used  for  property
acquisitions, (3) $22.0 million in new borrowings under the GECRE  general  line
of   credit  for  general  working  capital  purposes,  (4)  $10.5  million   in
construction loan draws and other borrowings, (5) $9.9 million in loan  paydowns
and  principal  amortization, (6) $16.6 million cash  portion  of  extraordinary
losses  on  early extinguishment of debt, (7) $42.8 million paid in  common  and
preferred dividends, and (8) $3.8 million in Cash Flow Support.  These financing
cash  flows  exclude $14.7 million of debt that was assumed as part of  property
acquisitions  and  $4.5 million in issuance of partnership  units  as  disclosed
above.

          1997 Cash Flows

          During 1997 the Company generated $38.7 million in cash from operating
activities,  which  is  net  of $9.2 million negative  impact  from  changes  in
receivables,  deferred  charges  and  other  assets,  and  payables  and   other
liabilities.  The Company invested $39.2 million in its existing properties  and
related  escrows;  this  included $15.3 million to complete  Logan  Valley  mall
reconstruction  and  related tenant allowances, $5.3 in  mall  shop  and  anchor
tenant allowances other than Logan Valley, and $2.4 million in capitalized lease
acquisition  costs.  The  Company  also purchased  Valley  Mall  in  Hagerstown,
Maryland for $32.0 million as described in Note 14 to the Consolidated Financial
Statements.   The  Company  generated $35.0 million from  financing  activities,
which  included  (1)  $118.7 million net proceeds from the  issuance  of  senior
preferred  shares in July 1997 (see Note 6), (2) $33.3 million net reduction  in
debt,  plus $4.8 in debt issuance costs (3) $35.2 million of cash dividends  and
distributions  paid, and (4) $12.2 million to repurchase common shares  held  in
treasury.  The  $33.3 million net reduction in debt during  1997  consisted  of:
$171.0  million new borrowings, less $6.2 million in related loan  deposits  and
reserves, from refinancing $161.8 million in existing loans on four malls; $17.1
million  drawn under construction loans, primarily for Logan Valley Mall;  $49.8
million  in borrowings under lines of credit and $42.3 million repayments  under
lines  of credit; use of the preferred share proceeds to pay-off  $42.2  million
of mortgages on three properties, $13.1 million in line of credit borrowings and
$3.0  million  partial reduction of another mortgage loan; and $2.6  million  of
scheduled principal amortization.

          1996 Cash Flows

          During 1996 the Company generated $44.8 million in cash from operating
activities,  which  is  net  of $4.4 million negative  impact  from  changes  in
accounts  receivables,  other  assets, and accounts  payable,  $9.5  million  in
proceeds  from asset sales, $1.3 million from issuance of new shares  under  the
Dividend  Reinvestment Plan, and $25.9 million in borrowings net  of  repayments
and  debt  issuance costs.  The Company invested $51.5 million in its properties
which  included  $31.9  million  for the Logan Valley  Mall  reconstruction  and
expansion  project  and  related  tenant allowances,  $4.4  million  for  anchor
allowances and expansions and $5.6 million for mall shop tenant allowances other
than  Logan  Valley,  $2.2 million for leasing costs and commissions,  and  $7.4
million  for  other capitalized costs.  The Company also paid $29.6  million  in
dividends  and  distributions  on its outstanding common  shares  and  Operating
Partnership  units  at  an annual rate of $0.80 per common  share  or  Operating
Partnership unit.  The $25.9 million of net borrowings in 1996 was comprised  of
$30.7  million in borrowings under the Logan Valley Mall construction loan  that
was  obtained in 1995, $53.8 million in three refinancings, and $3.9 million  in
draws under other loan or line of credit facilities; these increases were offset
by  $3.2 million in scheduled debt amortization, $51.3 million repayments on the
refinanced debt, and $6.2 million of debt repaid related to the sale of  Patrick
Henry Corporate Center and certain land out-parcels.

          Liquidity and Capital Resources

          The Company has significant ongoing capital requirements.  The Company
believes  that  its cash generated from property operations and  funds  obtained
from  property  financings  and general corporate borrowings  will  provide  the
necessary  funds on a short-term and long-term basis for its operating expenses,
interest  expense on outstanding indebtedness and recurring capital expenditures
and  tenant  allowances,  and  all dividends to the  shareholders  necessary  to
satisfy  the REIT dividend distribution requirements under the Internal  Revenue
Code  (see  Note  2  to  the Consolidated Financial Statements).    The  Company
intends  to  pay regular quarterly dividends to its shareholders.  However,  the
Company's  ability  to pay dividends is affected by several  factors,  including
cash  flow  from operations, capital expenditures, and its ability to  refinance
its  maturing debt as described below.  Dividends by the Company will be at  the
discretion of the Board of Trustees and will depend on the cash available to the
Company, its financial condition, capital and other requirements, and such other
factors as the Trustees may consider.

            Sources of capital for non-recurring capital expenditures,  such  as
major  building  renovations and expansions, as well as for scheduled  principal
payments,  including  balloon  payments on  the  outstanding  indebtedness,  are
expected  to  be  obtained  from additional Company or property  financings  and
refinancings,  sale  of non-strategic assets, additional equity  raised  in  the
public or private markets, and from retained internally generated cash flows, or
from  combinations  thereof.   The  Company has  commenced  construction  of  an
expansion  and  redevelopment of Washington Crown Center  and  an  expansion  at
Valley  Mall.   The  total  cost  of  the two  projects,  including  capitalized
construction  overhead, interest, and tenant allowances, are  estimated  at  $32
million  and  $27  million respectively, of which $12 million  and  $4  million,
respectively, had been incurred as of December 31, 1998.  In addition to amounts
incurred  at  December 31, 1998, the Company is committed  for  future  payments
under various construction purchase orders and certain leases.  The Company  has
secured  through  a  bank  lender a $26.8 million  construction  and  three-year
permanent loan for the Washington Crown Center expansion and redevelopment;  the
loan  bears  interest  at LIBOR plus 1.90%, and $2.9 million  was  borrowed  and
outstanding  at  December 31, 1998.  For the Valley Mall expansion,  GE  Capital
Real  Estate  (GECRE) has agreed to enter into a loan for up to  $26.0  million.
This  $26.0  million loan will be part of the existing $100 million  acquisition
line of credit with GECRE, but will be subject to a separate loan agreement that
is  currently being prepared and will bear interest at LIBOR plus 3.0%.   It  is
anticipated  the  first construction draw under the GECRE  loan  will  occur  in
spring 1999.

           Also, as more fully described in Note 5 to the Consolidated Financial
Statements,  on  August  28,  1998 the Company closed  a  $465  million  10-year
mortgage with GE Capital Real Estate ("GECRE").  The gross proceeds from the new
loan  (the  "GECRE  Mortgage Loan") were used to refinance  the  $280.6  million
Kidder Mortgage Loans, the $110.0 million interim mortgage loan (see below), and
the  $30.0 million secured term loan.  The remaining proceeds were used  largely
to  establish escrows to fund the remaining expansion and redevelopment costs of
Patrick  Henry  Mall and Nittany Mall, and to fund closing costs,  initial  loan
reserves  and prepayment penalties with respect to $200.0 million of the  Kidder
Mortgage Loans and the $30.0 million secured term loan that were pre-paid  prior
to their maturity dates.  The prepayment penalties for the Kidder Mortgage Loans
and  the  $30 million term loan were approximately $16.6 million.  In  addition,
approximately  $5.9 million of unamortized deferred financing costs  related  to
the  Kidder  Mortgage  Loans  and the $110 million interim  mortgage  loan  were
written off.  Both of these items were accounted for as an extraordinary loss on
early  extinguishment  of  debt.  The GECRE Mortgage Loan  has  a  fixed  stated
interest rate of 7.43% and is secured by cross-collateralized mortgages on 15 of
the  malls.  In connection with the GECRE Mortgage Loan, in November  1997,  the
Company made a $6.0 million interest-bearing good-faith deposit with GECRE,  and
in  July and August 1998, the Company made $12.2 million in non-interest bearing
rate lock deposits with GECRE.  These deposits were refunded at closing.

           As  of December 31, 1998 the scheduled principal payments on all debt
are  $2.8 million, $5.5 million, $78.7 million, $40.4 million, and $12.7 million
for  the  years ended December 31, 1999 through 2002, respectively,  and  $529.9
million thereafter.  The Company expects to refinance or extend the majority  of
the  maturities  over the next five years through additional Company  financings
and from refinancing the maturing loans.  The Company's ability to refinance  or
extend  these loans on or before their due dates depends on the level of  income
generated  by  the properties, prevailing interest rates, credit market  trends,
and  other  factors  that may be in effect at the time of such  refinancings  or
extensions  and there is no assurance that such refinancings or extensions  will
be  executed.   The  ratios of the Company's EBITDA to interest  paid  on  total
indebtedness  (exclusive of capitalized interest and interest  income)  for  the
years  ended December 31, 1998, 1997, and 1996 were 2.14 to 1, 2.04  to  1,  and
2.08 to 1, respectively.

           As  further  described  in  Note  8  to  the  Consolidated  Financial
Statements,  Crown Investments and its subsidiary and Frank J. Pasquerilla  have
been  granted rights, subject to certain restrictions, whereby they  may  redeem
part or all of their common partnership units for common shares, on a one-to-one
basis,  or  cash  at a price equal to the value of the Company's common  shares.
Crown Investments has pledged substantially all of its limited partnership units
as collateral for a loan it has received from an unrelated third party.

(g)       Economic Trends

           Because  inflation has remained relatively low during the last  three
years  it  has  had little impact on the operations of the Company  during  this
period.  Tenant  leases also provide, in part, a mechanism to help  protect  the
Company during highly inflationary periods.  As operating costs increase, leases
permit  a pass-through of the common area maintenance and other operating costs,
including  real  estate taxes and insurance, to the tenants and  therefore,  the
tenants  will absorb part of this increased operating cost.  Most of the  leases
provide  for  percentage rent after a certain minimum sales level  is  achieved.
Thus,  during  highly  inflationary periods, when  retail  sales  at  the  Malls
increase, the Company should receive additional rental income through percentage
rent increases, partially offsetting the effect of inflation.

          Year 2000

           Management  of  the  Company  has  made  a  preliminary  and  partial
assessment of the so-called "Year 2000 problem" which relates to the ability  of
electronic equipment, computer hardware and software to properly recognize  date
sensitive information on or after January 1, 2000.  Systems that do not properly
recognize  such information could generate erroneous data or cause a  system  to
fail.   The  Company's  assessment and corrective action efforts  to  date  have
focused primarily on internal equipment and software used by the Company.  Based
on  this  preliminary assessment, management estimates that the cost to  replace
certain electronic and computer equipment and to reprogram certain software will
approximate  $300 thousand.  Beginning in 1994, the Company has made significant
investments in upgraded computer hardware and third-party software operating and
financial  systems; management believes such new systems are Year  2000  capable
based  on  communications with the hardware and software vendors and on  limited
testing.   Management also believes that the potential impact and disruption  of
Year  2000 on internally used equipment and software, to the extent not replaced
or repaired by 2000, should not result in direct material adverse effects on the
Company's  ability to operate.  Contributing to this preliminary  assessment  is
the  relatively  passive nature of the Company's business of  leasing  space  to
retailers.

           However,  the  Company  may be impacted in a  number  of  direct  and
indirect  ways  if  its  suppliers  and  customers  (tenants  and  the  ultimate
consumers),  or if the general United States or world economies,  are  disrupted
from  the  impact  of  Year  2000.  Such effects  could  include,  for  example,
temporary loss of utilities and telecommunications services which could  prevent
the shopping malls or tenants from maintaining normal sales hours, disruption of
financial  services  such as processing of checks or credit  card  transactions,
adverse  effects on the manufacture and delivery of goods to tenants to be  sold
in  the  Company's  mall properties (many such goods are  produced  outside  the
United  States),  and  the inability of tenants' systems to  process  sales  and
control  inventories.   It is possible that these effects  could  reduce  tenant
sales  and  thus reduce percentage rents received by the Company.   It  is  also
possible  that some tenants may be unable to remain in business and  thus  cease
paying  rents.   Some commentators on Year 2000 have suggested  that  Year  2000
issues  could cause, or contribute to, an economic recession which could  affect
the overall levels of tenant sales, future leasing activity, interest rates, and
other  general economic factors that could adversely impact the Company.   While
management  of  the  Company is unable to estimate the magnitude  of  all  these
effects,  they  could have a material adverse effect on the  future  results  of
operations and financial condition of the Company.

           Management  is  continuing to complete its efforts to  identify  non-
compliant  equipment  and systems, and to correct and/or replace  such  systems.
Management  is  also  beginning  to  develop  contingency  plans  for  both  its
headquarters  and mall properties.   These contingency plans will  also  address
certain  potential external effects on the Company, including possible  loss  of
utilities.   No  assurance  can be given that these contingency  plans  will  be
sufficient to mitigate all Year 2000 effects that could impact the Company.

(h)       Forward Looking Statements

           This  Annual  Report  on  Form 10-K contains certain  forward-looking
statements within the meaning of Section 27A of the Securities Act of  1933,  as
amended,  and  Section  21E of  the Securities Act of 1934,  as  amended.   Such
statements are based on assumptions and expectations, which may not be  realized
and  are inherently subject to risks and uncertainties, many of which cannot  be
predicted  with  accuracy.   Future events and  actual  results,  financial  and
otherwise,  may  differ  from  the  results  discussed  in  the  forward-looking
statements.  Risk and other factors that might cause differences, some of  which
could  be material, include, but are not limited to, economic and credit  market
conditions,  the  ability  to  refinance maturing indebtedness,  the  impact  of
competition,   consumer   buying  trends,  financing  and   development   risks,
construction  and  lease-up delays, cost overruns, the level and  volatility  of
interest  rates,  the  rate of revenue increases versus  expense  increases  and
financial  stability of tenants within the retail industry,  as  well  as  other
risks  listed  from  time  to  time  in the Company's  reports  filed  with  the
Securities  and  Exchange Commission or otherwise publicly disseminated  by  the
Company.   Although management believes that the assumptions made in  connection
with the forward-looking statements are reasonable, there are no assurances that
the  assumptions  and expectations will prove to have been correct  due  to  the
foregoing and other factors.  

Item 7 (a)     Quantitative and Qualitative Disclosures About Market Risk

          Accounts receivable and accounts payable carrying amounts approximates
the  fair  value  of  the  accounts receivable and  accounts  payable  balances,
respectively at December 31, 1998.

           In  the ordinary course of business, the Company is exposed to  risks
that  increases in interest rates may adversely affect funding costs  associated
with  $71.0 million of variable-rate debt, which represents 10.6% of total long-
term  debt.   The  following table presents principal  cash  flows  and  related
weighted  average  interest  rates  by  expected  maturity  dates   (dollars  in
millions):
                             December 31, 1998
                                                         2004 and
                           1999    2000   2001    2002    2003   Thereafter

Long-term debt
  Fixed rate debt          $2.8    $5.5   $10.6   $40.4   $9.8   $529.9
    Average interest rate  7.78%   7.46%  7.52%   8.09%   7.34%  7.61%
 Variable rate debt        $0.0    $0.0   $68.1   $0.0    $2.9   $0.0
    Average interest rate     -       -   7.19%      -   6.98%      -

          Interest rate risk for the Company decreased in 1998 due to a
reduction in variable rate debt from $141.7 million at December 31, 1997 to
$71.0 million at December 31, 1998.  The Company's variable rate debt is based
primarily on LIBOR, and the Company will incur increasing interest costs if
LIBOR increases.  The Company may enter into interest rate derivative
instruments to mitigate such risks in the future, but as of December 31, 1998,
the Company has no such instruments outstanding.


Item 8.        Financial Statements and Supplementary Data


                       REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                        
                                        
                                        
To the Board of Trustees and Shareholders of
Crown American Realty Trust:

We  have  audited the accompanying consolidated balance sheets of Crown American
Realty  Trust (a Maryland real estate investment trust) and subsidiaries  as  of
December  31,  1998  and  1997,  and  the  related  consolidated  statements  of
operations, shareholders' equity and cash flows for each of the three  years  in
the  period ended December 31, 1998. These consolidated financial statements and
the  schedules  referred to below are the responsibility of  the  management  of
Crown  American Realty Trust.  Our responsibility is to express  an  opinion  on
these financial statements and schedules based on our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles used and significant  estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the consolidated financial position of  Crown
American  Realty Trust and subsidiaries, as of December 31, 1998 and  1997,  and
the results of their operations and their cash flows for each of the three years
in  the  period  ended December 31, 1998, in conformity with generally  accepted
accounting principles.

As  explained  in  Note  2 of the consolidated financial  statements,  effective
January  1,  1998, the Company changed its method of accounting  for  contingent
rent.

Our  audit  of  Crown American Realty Trust and subsidiaries was  made  for  the
purpose  of  forming  an opinion on the basic financial statements  taken  as  a
whole.   The schedules listed in the index of financial statements are presented
for  purposes  of complying with the Securities and Exchange Commission's  rules
and  are not part of the basic financial statements.  These schedules have  been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion, are fairly stated in all material  respects  in
relation to the basic financial statements taken as a whole.




                              /s/ ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
February 19, 1999


<TABLE>
<CAPTION>


CROWN AMERICAN REALTY TRUST                                                  
Consolidated Statements of                                                   
Operations
                                                                             
                                                  Year Ended December 31,      
                                              1998         1997          1996  
                                                (in thousands, except 
                                                   per share data)
<S>                                        <C>           <C>           <C>      
Rental operations:                                                              
Revenues:                                                                       
Minimum rent                              $   93,521   $   81,044   $   83,441 
Percentage rent                                7,191        6,544        6,489 
Property operating cost recoveries            32,570       30,513       30,975 
Temporary and promotional leasing              9,661        9,312        8,411 
Net utility income                             2,991        2,806        2,559 
Business interruption insurance                                            830 
Miscellaneous income                            814           775        1,267 
Net                                         146,748       130,994      133,972  
Property operating costs:                                                       
Recoverable operating costs                  43,755        39,467       41,324 
Property administrative costs                 2,533         2,349        2,068 
Other operating costs                         2,262         1,963        3,065 
Depreciation and amortization                41,712        38,311       35,315 
Net                                          90,262        82,090       81,772  
Net                                          56,486        48,904       52,200  
Other expenses:                                                                 
General and administrative                    5,066         4,698        4,135  
Interest                                     45,417        42,663       45,337  
Net                                          50,483        47,361       49,472  
Net                                           6,003         1,543        2,728  
Property sales and adjustments:                                                 
Gain on sale of outparcel land                1,210         1,051        3,425  
Gain on asset sales                                                      2,351  
Net                                           1,210         1,051        5,776  
Income before cumulative effect of 
accounting change, extraordinary items                                        
and minority interest                         7,213         2,594        8,504  
                                                                                
Cumulative effect of change in accounting   (1,703)                             
method
Extraordinary loss on early                (22,512)       (2,331)        (718)  
extinguishment of debt
                                                                                
Income (loss) before minority interest in                                       
Operating Partnership                      (17,002)           263        7,786  
                                                                                
Minority interest in (income) loss of                                           
Operating Partnership                         8,363         1,644      (1,979)  
                                                                                
Net income (loss)                           (8,639)         1,907        5,807  
                                                                                
Dividends on preferred shares              (13,750)       (6,646)               
                                                                                
Net income (loss) applicable to common    $(22,389)    $  (4,739)   $    5,807  
shares
                                                                                
Per common share information:                                                   
Basic EPS                                                                       
Income (loss) before extraordinary items  $   (0.18)   $   (0.11)   $     0.23  
Cumulative effect of a change in              (0.05)
accounting method
Extraordinary items                           (0.62)       (0.06)       (0.02)  
Net income (loss)                         $   (0.85)   $   (0.17)   $     0.21  
                                                                                
Weighted average shares outstanding (000)     26,393       27,228       27,515  
                                                                                
Diluted EPS                                                                     
Income (loss) before extraordinary items  $   (0.18)   $   (0.11)   $     0.23  
Cumulative effect of a change in              (0.05)
accounting method                            
Extraordinary items                           (0.62)       (0.06)       (0.02)  
Net income (loss)                         $   (0.85)   $   (0.17)   $     0.21  
                                                                                
Weighted average shares outstanding (000)     26,393       27,228       27,519  
                                                                                
The accompanying notes are an integral part of these statements.

</TABLE>


<TABLE>
<CAPTION>


CROWN AMERICAN REALTY TRUST
Consolidated Balance Sheets                        

                                                             December 31,       
                                                          1998           1997
                                                          
                                                     (in thousands, except share
                                                          and per share data)
<S>                                                     <C>            <C>
Assets                                                                     
                                                                           
Income-producing properties:                                                   
  Land                                                $   145,226    $   132,055
  Buildings and improvements                              946,654       852,674
  Deferred leasing and other charges                       42,469        39,912
  Net                                                   1,134,349     1,024,641
  Accumulated depreciation and amortization             (347,649)     (315,125)
  Net                                                     786,700       709,516
                                                                               
Other Assets:                                                                  
  Investment in joint venture                               5,799         5,808
  Cash and cash equivalents                                13,512         9,472
  Restricted cash and escrow deposits                      15,005        14,237
  Tenant and other receivables                             17,430        16,986
  Deferred charges and other assets                        30,842        29,930
  Net                                                 $   869,288    $   785,949
                                                                               
Liabilities and Shareholders' Equity                                    
                                                                               
Liabilities:                                                                   
  Debt on income-producing properties                 $   669,971    $   541,713
  Accounts payable and other liabilities                   38,076        29,132
  Net                                                     708,047       570,845
                                                                               
Minority interest in Operating Partnership                 11,724        25,334
                                                                               
Commitments and contingencies                                                  
                                                                               
Shareholders' equity:                                                          
  Non-redeemable senior preferred shares, 11.00%                               
  cumulative,  $.01 par value, 2,500,000 shares 
  issued and outstanding                                       25            25
  Common shares, par value $.01 per share,                                     
  120,000,000 shares authorized, 27,741,542, and 
  27,727,212  shares issued at            
  December 31, 1998 and 1997, respectively                    277           277
  Additional paid-in capital                              314,252       308,571
  Accumulated deficit                                   (150,385)     (106,881)
  Net                                                     164,169       201,992
                                                                               
  Less common shares held in treasury at cost,                        
  1,534,398 and 1,251,898 shares at
  December 31, 1998 and 1997, respectively               (14,652)      (12,222)
                                                          149,517       189,770
                                                      $   869,288    $   785,949
                                                                               
The accompanying notes are an integral part of these statements.

</TABLE>

<TABLE>
<CAPTION>

CROWN AMERICAN REALTY TRUST                                              
Consolidated Statements of Cash Flows
                                                                         
                                                  Year Ended December 31,
                                               1998         1997        1996
                                                                         
                                                       (in thousands)
<S>                                            <C>          <C>          <C>
Cash flows from operating activities:                                           
Net income (loss)                            $ (8,639)    $    1,907    $  5,807
Adjustments to reconcile net income (loss)                                      
to net cash provided by operating activities:             
Minority interest in Operating Partnership     (8,363)      (1,644)        1,979
Equity earnings in joint venture                 (360)        (528)        (575)
Depreciation and amortization                   48,411       45,886       43,713
Gain on asset sales                                                      (2,351)
Extraordinary loss on early extinguishment      22,512        2,331          718
of debt
Cumulative effect of a change in accounting      1,703                          
method
Net changes in:                                                                 
Tenant and other receivables                   (2,147)          520      (1,386)
Restricted cash and escrow deposits              (768)     (11,013)        2,925
Deferred charges and other assets              (9,393)        3,156      (1,616)
Accounts payable and other liabilities          11,878      (1,868)      (4,366)
Net cash provided by operating activities       54,834       38,747       44,848
                                                                                
Cash flows from investing activities:                                           
Investment in income properties               (64,223)     (39,152)     (51,482)
Acquisitions of enclosed malls, net of debt   (46,720)     (31,981)             
assumed
Proceeds from asset sales                        8,148                     9,452
Distributions from joint venture                                150          300
Net cash (used in) investing activities      (102,795)     (70,983)     (41,730)
                                                                                
Cash flows from financing activities:                                           
Net proceeds from issuance of senior                        118,671             
preferred shares
Net proceeds from exercise of share options                                     
and from dividend reinvestment plan                117          921        1,257
Proceeds from issuance of debt, net of loan                                    
deposits prepayment penalties                  576,257      231,723       88,499
Cost of issuance of debt                       (6,806)      (4,774)      (1,804)
Debt repayments                              (476,108)    (265,002)     (60,796)
Dividends and distributions paid on common                                      
shares and partnership units                  (29,063)     (29,287)     (29,564)
Dividends paid on senior preferred shares     (13,750)      (5,921)             
Purchase of common shares held in treasury     (2,430)     (12,222)             
Cash flow support payments                       3,784          853             
Net cash provided by (used in) financing        52,001       34,962      (2,408)
activities
                                                                                
Net increase in cash and cash equivalents        4,040        2,726          710
                                                                                
Cash and cash equivalents, beginning of          9,472        6,746        6,036
period
                                                                                
Cash and cash equivalents, end of period     $  13,512    $   9,472     $  6,746
                                                                                
Interest paid (net of amounts capitalized)   $  42,674    $  39,351     $ 41,480
Interest cost capitalized                    $   2,192    $   2,463     $  2,943
                                                                                
Non-cash financing activities:                                                  
Issuance of partnership units related to the                                   
purchase of Middletown Mall and Greater 
Lewistown Center                             $   4,479    $             $       
Cash flow support credited to minority                                          
interest and paid-in capital
that was prefunded in 1995                   $            $   1,889     $  2,889
Difference between preferred dividends       $            $     725     $      
accrued versus paid
Debt assumed as part of properties acquired  $  14,718    $             $       
                                                                                
The accompanying notes are an integral part of these statements.

</TABLE>


<TABLE>
<CAPTION>


CROWN AMERICAN REALTY TRUST                                     
Consolidated Statements of Shareholders' Equity
                                                                
                                                                
                                         Common     Senior                   
                                         Shares    Preferred    Common         
                                       Outstanding   Shares     Shares        
                                                                
                                                 (in thousands)
                                                                           
<S>                                        <C>       <C>       <C>                        
Balance, December 31, 1995                 27,450  $         $     274        
                                                                              
Shares issued under dividend                                                  
reinvestment plan                             163                    2        
Capital contributions from Crown                                              
Investments Trust:                                                            
Cash flow support payments                                                    
Transfer in (out) of limited                                   
partner's interest in the Operating                                   
Partnership
Net income                                                                    
Dividends paid                                                                
                                                                              
Balance, December 31, 1996                 27,613                  276        
                                                                              
Issuance of Preferred Shares                              25                  
Common Shares issued under                                                    
dividend reinvestment plan                    114                    1        
Common Shares purchased and                                                   
held in treasury                          (1,252)                             
Transfer in (out) of limited                                        
partners' interest in the Operating                                   
Partnership
Capital contributions from Crown                                              
Investments Trust:                                                            
Cash flow support                                                             
Net income                                                                    
Dividends paid and accrued                                                    
                                                                              
Balance, December 31, 1997                 26,475         25       277        
                                                                              
Issuance of Preferred Shares                                                  
Common Shares issued under                                                    
dividend reinvestment plan                     14                             
Common Shares purchased and                                                   
held in treasury                            (282)                             
Transfer in (out) of limited                                        
partners' interest in the Operating                                   
Partnership
Capital contributions from Crown                                              
Investments Trust:                                                            
Cash flow support                                                             
Net income (loss)                                                             
Dividends paid and accrued                                                    
                                                                              
Balance December 31, 1998                  26,207 $       25 $     277        
                                                                              
                                                                              
                                                     Retained         
                                                     Earnings  Common        
                                         Additional  (Accumu-  Shares
                                          Paid-In    lated     Held in
                                          Capital    Deficit)  Treasury   Total
                                                     (in thousands)    

Balance, December 31, 1995              $ 181,337  $ (64,200)  $      $ 117,411
                                                                               
Shares issued under dividend                                                   
reinvestment plan                           1,225                         1,257
Capital contributions from Crown                                        
Investments Trust:                                                             
Cash flow support payments                  2,152                         2,152
Transfer in (out) of limited partner's                                     
interest in the Operating Partnership       (539)                         (539)
Net income                                             5,807              5,807
Dividends paid                                      (22,012)           (22,012)
                                          
Balance, December 31, 1996                184,205   (80,405)            104,076
                                                  
Issuance of Preferred Shares              118,646                       118,671
Common Shares issued under                
dividend reinvestment plan                    920                           921
Common Shares purchased and              
held in treasury                                              (12,222)  (12,222)
Transfer in (out) of limited partners'    
interest in the Operating Partnership       2,029                         2,209
Capital contributions from Crown                            
Investments Trust:                                                             
Cash flow support                           2,771                         2,771
Net income                                            1,907               1,907
Dividends paid and accrued                         (28,383)             (28,383)
                                         
Balance, December 31, 1997                308,571  (106,881)  (12,222)  189,770

Common Shares issued under               
dividend reinvestment plan                   117                            117
Common Shares purchased and                                                    
held in treasury                                               (2,430)  (2,430)
Transfer in (out) of limited partners'    
interest in the Operating Partnership       2,817                         2,817
Capital contributions from Crown                             
Investments Trust:                                                             
Cash flow support                           2,747                         2,747
Net (loss)                                           (8,639)            (8,639)
Dividends paid and accrued                          (34,865)            (34,865)
                                         
Balance December 31, 1998              $  314,252 $(150,385) $ (14,652) $149,517
                                                                               
                                                                               
The accompanying notes are an integral part of these statements.



                           CROWN AMERICAN REALTY TRUST
                   Notes to Consolidated Financial Statements
                                        
                                        
NOTE 1 - ORGANIZATION, NATURE OF OPERATIONS, AND BASIS OF PRESENTATION

Organization

Crown  American Realty Trust (the "Company") was formed on May  14,  1993  as  a
Maryland  real  estate  investment  trust (a  "REIT")  to  acquire  and  operate
substantially  all  of  the  enclosed shopping mall properties  and  two  office
buildings  (the  "Properties")  owned  by  Crown  American  Associates   ("Crown
Associates"), formerly Crown American Corporation. Crown Associates is a wholly-
owned  subsidiary of Crown Holding Company ("Crown Holding"). Crown  Associates,
which  was  founded  in  1950,  was  engaged  principally  in  the  development,
acquisition,  ownership  and management of enclosed shopping  malls  and,  to  a
lesser extent, strip shopping centers, hotels and office buildings.  The Company
raised  approximately $405 million in equity through an initial public  offering
of  approximately 25.5 million shares, which occurred on August  17,  1993,  and
used  the  proceeds to purchase an initial 78% general partnership  interest  in
Crown  American  Properties, L.P. (the "Operating Partnership"),  a  partnership
which  was formed just prior to consummation of the offering to own and  operate
the  Properties.  These proceeds, along with new borrowings, were  used  by  the
Operating Partnership to retire debt related to the Properties.

Simultaneously  with  the  public offering, Crown Associates  and  an  affiliate
transferred  the  Properties  and  the management  operations  into  either  the
Company, the Operating Partnership, or Crown American Financing Partnership (the
"Financing  Partnership"), a partnership which is 99.5% owned by  the  Operating
Partnership and 0.5% owned by the Company.

The  limited  partnership  interest in the Operating  Partnership  and  the  1.6
million  shares in the Company received for two malls transferred  in  1993  are
currently  held  by  Crown  Investments Trust ("Crown  Investments"),  by  Crown
American Investment Company (a subsidiary of Crown Investments), and by  members
of  the  Pasquerilla  family.  As described in Notes  14  and  15,  the  Company
acquired two properties in 1995, one property in 1997, three properties in 1998,
and sold one mall in 1998.

As  further  described  in  Note 6, on July 3, 1997  the  Company  completed  an
offering  of  2,500,000  11.00% non-convertible senior preferred  shares  at  an
initial offering price of $50.00 per share.

Nature of Operations

The  Company is a fully-integrated real estate company primarily engaged in  the
ownership,    operation,   management,   leasing,   acquisition,    development,
redevelopment,  expansion, renovation and financing of enclosed shopping  malls.
The  Company's  revenues  are primarily derived under real  estate  leases  with
national,  regional  and local department store and other  retailing  companies.
The Company's top five tenants in terms of total revenues are as follows:

                                Percent of Total Revenues
                                      1998      1997

Sears Roebuck and Co.                 5.8%      7.5%
J C Penney, Inc.                      4.3%      5.2%
The Limited Stores, Inc.              3.9%      4.6%
Venator Group, Inc.                   3.5%          3.8%
The Bon-Ton Stores, Inc.              3.3%      3.4%

Amounts  for  Venator  Group,  Inc. includes Woolworth,  Afterthoughts,  Kinney,
Footlocker, Lady Footlocker, Champs, and Northern Reflections.

The  Properties  currently  consist of: (1)  26  enclosed  shopping  malls  (and
adjacent  leased outparcels and strip centers at certain of the enclosed  malls)
located  in Pennsylvania, New Jersey, Maryland, Tennessee, North Carolina,  West
Virginia, Virginia and Georgia, (2) a 50% general partnership interest in Palmer
Park  Mall Venture, which owns Palmer Park Mall located in Easton, Pennsylvania,
(3)  a  non-enclosed  strip  shopping  center  located  in  Lewistown,  PA,  (4)
Pasquerilla  Plaza, an office building in Johnstown, Pennsylvania, which  serves
as the headquarters of the Company and is partially leased to other parties, and
(5)  a  parcel of land and building improvements located in Pennsylvania  (under
ground  lease  with a purchase option) sub-leased to a department  store  chain.
The Company also owns approximately 80 acres of land adjacent to a number of the
mall  properties which are held for development, ground lease, or sale to  third
parties.

As  the  owner  of  real  estate, the Company is subject  to  risks  arising  in
connection  with  the  underlying  real  estate,  including  defaults  under  or
non-renewal  of  tenant leases, tenant bankruptcies, competition,  inability  to
rent  unleased  space, failure to generate sufficient income to  meet  operating
expenses, as well as debt service, capital expenditures and tenant improvements,
environmental  matters, financing availability and changes in  real  estate  and
zoning  laws.   The  success  of  the Company  also  depends  upon  certain  key
personnel,  the  Company's  ability to maintain its  qualification  as  a  REIT,
compliance  with the terms and conditions of the Mortgage Loans and  other  debt
instruments, and trends in the national and local economy, including income  tax
laws, governmental regulations and legislation, and population trends.
Basis of Presentation

The  accompanying consolidated financial statements of the Company  include  all
accounts  of  the Company, its wholly-owned subsidiaries, and its majority-owned
subsidiary,  the Operating Partnership. The Operating Partnership directly  owns
seven  malls, the 50% joint venture interest in Palmer Park Mall, the  Corporate
headquarters  building, and the Westgate anchor pad.  All  remaining  properties
are  owned by seven partnerships and limited liability companies that are either
99.5%  or  100.0%  owned  by  the  Operating Partnership.   The  remaining  0.5%
interests  in  these second-tier entities are owned by the Company  through  its
wholly-owned  subsidiaries.   The  Operating  Partnership  also  has  all   paid
employees  and  manages  all properties except the  Palmer  Park  Mall  and  the
Westgate  anchor  pad.  Other than its ownership interests in its  subsidiaries,
the  Company  owns  no other assets and has no other business  activities.   The
Company  is  the  sole  general  partner in the Operating  Partnership,  and  at
December  31, 1998 the Company held 100% of the preferred partnership  interests
(see  Note  6) and 72.47% of the common partnership interests.   All significant
intercompany amounts have been eliminated.

The  preparation  of financial statements in conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets and  liabilities  and  disclosure  of
contingent  assets and liabilities at the date of the financial  statements  and
the  reported  amounts  of revenues and expenses during  the  reporting  period.
Actual results could differ from those estimates.

Certain reclassifications have been made to prior year amounts to conform to the
current year presentation.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Change in Accounting Method

On  May  21,  1998 the Emerging Issues Task Force ("EITF") discussed Issue  98-9
"Accounting  for  Contingent Rent" and reached a consensus that  lessors  should
defer  the  accounting recognition of contingent rent, such as percentage  rent,
until  the  specific tenant sales breakpoint target is achieved.  The  Company's
previous  accounting method, which was fully acceptable under Generally Accepted
Accounting  Principles ("GAAP"), recognized percentage rent on a pro-rata  basis
when  a  tenant's  achievement of its sales breakpoint was considered  probable.
This  EITF consensus can be implemented on a prospective basis, or retroactively
as a change in accounting method.

During the third quarter of 1998, the Company implemented this EITF consensus as
a  change in accounting method and accordingly recorded as of January 1, 1998  a
$1.7  million  cumulative effect adjustment representing  the  change  in  prior
years' percentage rent income based on the new method of accounting.  The impact
on percentage rent income of the new method for the year ended December 31, 1998
was  a reduction of percentage rents of about $12,000 from what would have  been
reported under the Company's previous method of accounting.   The impact on  the
fourth  quarter  of  1998 was an increase in percentage  rent  of  approximately
$66,000  over  what  would  have been reported.  The impact  on  the  previously
reported first, second, and third quarters was immaterial.

Income-Producing Properties

Income-producing properties are recorded at the lower of cost or net  realizable
value.   Included  in  such  costs are acquisition,  development,  construction,
tenant  improvements, interest incurred during construction, certain capitalized
improvements  and  replacements  and  certain  allocated  overhead.    Allocated
overhead is computed primarily on the basis of time spent by certain departments
in  various  operations  and  represents costs  which  meet  the  definition  of
"indirect  costs"  in  Statement  of  Financial  Accounting  Standards  No.  67,
"Accounting for Costs and Initial Rental Operations of Real Estate Projects."

Depreciation   on   buildings  and  improvements  is  provided   utilizing   the
straight-line method over estimated useful lives of 10 to 45 years resulting  in
an  average  composite life of approximately 30 years.  Depreciation  on  tenant
improvements is provided utilizing the straight-line method over the life of the
related leases.

With  respect to assets held for the long-term production of income, the Company
assesses  impairment  based  on  whether the estimated  future  net  cash  flows
expected to be generated by the asset (undiscounted and without interest) is  in
excess  of  the net book value of the asset.  If a property held for  long  term
production  of  income is impaired, its basis is adjusted to fair  value.   With
respect  to  assets  held  for sale, the Company assesses  impairment  based  on
whether  the net realizable value (estimated fair value sales price less  direct
cost  to  sell) is in excess of the net book value of the asset.  If a  property
held  for  sale is impaired, its net book value is adjusted to fair  value  less
estimated direct cost to sell.

Certain  improvements  and replacements are capitalized  when  they  extend  the
useful  life,  increase capacity, or improve the efficiency of the  asset.   All
other repair and maintenance items are expensed as incurred.  Total repairs  and
maintenance expenses were $9.3 million, $8.5 million, and $9.2 million  for  the
years ended December 31, 1998, 1997, and 1996, respectively.

Leasing  charges,  including  tenant construction allowances  and  direct  costs
incurred  by the Company to obtain a lease, are deferred and amortized over  the
related  leases or terms appropriate to the expenditure.  Substantially  all  of
the  income-producing  properties  have been pledged  to  secure  the  Company's
currently  outstanding  debt and the $155.6 million in lines  of  credit  ($68.1
million borrowed under the lines of credit as of December 31, 1998).

Interest and Financing Costs

Interest  costs  are  capitalized related to income-producing  properties  under
construction,  to  the  extent  such assets qualify  for  capitalization.  Total
interest  capitalized was $2.2 million, $2.5 million, and $2.9 million  for  the
years  ended December 31, 1998, 1997, and 1996, respectively.  Interest  expense
includes   amortization  of  deferred  financing  costs  related  to   completed
financings (see Note 3) and is net of miscellaneous interest income on cash  and
escrow  deposit  balances  aggregating $1.3  million,  $1.5  million,  and  $0.5
million,  for  the years ended December 31, 1998, 1997, and 1996,  respectively.
Financing  costs are based on actual costs incurred in obtaining  the  financing
and  are deferred and amortized as part of interest expense over the term of the
related  debt instrument.  Costs incurred for financings which are not completed
are expensed as part of interest costs.  Unamortized financing costs related  to
debt that is extinguished early is written off as an extraordinary item.

Revenue Recognition

The  Company,  as  a lessor, has retained substantially all  of  the  risks  and
benefits of ownership and accounts for its leases as operating leases.   Minimum
rents are recognized on a straight-line basis; as such, the rental revenues  for
leases which contain rent abatements and contractual increases are recognized on
a  straight-line  basis  over the initial term of the related  lease.   Property
operating  cost recoveries from tenants of common area maintenance, real  estate
taxes, and other recoverable costs are recognized in the period the expenses are
incurred.  These recoveries also include certain capital expenditures  that  are
recovered from the tenants in the period the depreciation is recognized.

Income Taxes

The  Company elected to be taxed as a Real Estate Investment Trust (REIT)  under
Sections  856  through 860 of the Internal Revenue Code of  1986  (the  "Code"),
commencing  with its first taxable year ended December 31, 1993, and intends  to
conduct  its operations so as to continue to qualify as a REIT under  the  Code.
As  a REIT, the Company generally will not be subject to Federal or state income
tax   on   its  net  income  that  it  currently  distributes  to  shareholders.
Qualification  and taxation as a REIT depends on the Company's ability  to  meet
certain  dividend distribution tests, share ownership requirements, and  various
qualification tests prescribed in the Code.

The  Company's  taxable income (loss) (before the dividends paid deduction)  for
the  years  ended  December  31, 1998, 1997, and 1996 was  approximately  $(6.4)
million,  $1.8  million, and $2.1 million, respectively.  These  amounts  differ
significantly  from net income (loss) as reported in the Company's  consolidated
financial  statements for the same periods.  In order to maintain  REIT  status,
the  Company  must distribute to its shareholders at least 95%  of  its  taxable
income  in  the  form  of deductible dividends.  This required  distribution  is
significantly  less than the amounts actually distributed each  year  since  the
Company elected REIT status in 1993.

If  the Company fails to qualify as a REIT in any taxable year, the Company will
be  subject  to  Federal  and  state  income  taxes  (including  any  applicable
alternative minimum tax) on its taxable income at regular corporate rates.  Even
if  the Company qualifies for taxation as a REIT, the Company may be subject  to
certain  state and local taxes on its income and property and to Federal  income
and excise taxes on its undistributed income.

The  annual  amount and the federal tax treatment of dividends  paid  on  common
shares were as follows:

                                Total Paid     Current               
                                Per Common     Taxable           Non-Taxable
                                   Share       Dividends       Return of Capital

Year ended December 31, 1998       $0.80             0%              100%
Year ended December 31, 1997       $0.80             0%              100%
Year ended December 31, 1996       $0.80            44%               56%

The  decrease in the taxable portion of the 1998 and 1997 dividends results from
the allocation of taxable income first to the preferred share dividends with any
remainder  allocable  to  the common share dividends.   During  the  year  ended
December  31, 1998 the Company paid dividends of $5.50 per preferred share,  all
of which was tax deferred return of capital.  During the year ended December 31,
1997,  the Company paid dividends of $2.3681 per preferred share, all  of  which
was current taxable income.

Investment in Joint Venture

The  Company's  50% joint venture investment in Palmer Park Mall Venture,  which
owns  Palmer Park Mall (not managed by the Company), is accounted for under  the
equity  method.   As  such,  earnings of the  joint  venture  are  reflected  in
miscellaneous income in the period earned and distributions of the joint venture
are  reflected  as  a reduction in the carrying amount of the  investment.   The
investment  amount  in excess of the underlying net assets, net  of  accumulated
amortization,  is  $4.2  million  at  December  31,  1998,  with   a   remaining
amortization period of approximately 12 years.  The Company has guaranteed $10.0
million of the total $20.0 million of debt owed by the joint venture.

Cash and Cash Equivalents

Cash  and  cash  equivalents includes all unrestricted cash and cash  equivalent
investments with original maturities of three months or less.

Net Income (Loss) Per Share

During  1997  the  Company adopted Statement of Financial  Accounting  Standards
("SFAS")  No.  128, Earnings Per Share. Under SFAS No. 128, basic income  (loss)
per  common share is computed by dividing net income (loss) applicable to common
shares,  as shown in the Consolidated Statements of Operations, by the  weighted
average number of common shares outstanding for the year.  Diluted income (loss)
per  share  is computed the same way except that the weighted average number  of
common shares outstanding is increased, using the treasury stock method, for the
assumed exercise of options under the Company's share incentive plans, which are
the  Company's only dilutive securities.  Because no anti-dilution is  permitted
under  SFAS  No.  128,  diluted and basic EPS for 1998 and 1997  are  identical.
Below  is  the computation of basic and diluted EPS for the year ended  December
31, 1996 (in thousands, except per share amounts):
                                                        Common   Per Share
                                             Income     Shares   Amount
Basic EPS:
 Income available to common shareholders     $ 5,807    27,515   $ .21
Effect of dilutive securities:
 Stock options                                     -         4     .00
Diluted EPS:
 Income available to common shareholders     $ 5,807    27,519   $ .21

The  calculation  of  diluted earnings per share for 1998 and  1997  would  have
included approximately 115,000 shares and 20,000 shares, respectively,  for  the
assumed  exercise of options under the Company's share incentive  plans,  except
that no anti-dilution is permitted under SFAS No. 128.

New Accounting Pronouncements

   In  the  first  quarter of 1998, the Company adopted Statement  of  Financial
Accounting  Standards  ("FAS") No. 130, Reporting  Comprehensive  Income,  which
requires companies to report all changes in equity during a period, except those
resulting  from investment by owners and distribution to owners, in a  financial
statement for the period in which they are recognized.  FAS No.130 has no impact
on  the  Company's  financial statements, as the Company's comprehensive  income
(loss)  is  equal to its net income (loss) at December 31, 1998, as the  Company
has  just one reportable operating segment.  In the fourth quarter of 1998,  the
Company  adopted  FAS No. 131, Disclosures About Segments of an  Enterprise  and
Related  Information.   This new standard has not had a material effect  on  the
Company's consolidated financial statements.

        In  June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and  Hedging  Activities.   The Statement establishes accounting  and  reporting
standards   requiring  that  every  derivative  instrument  (including   certain
derivative  instruments embedded in other contracts) be recorded in the  balance
sheet as either an asset or liability measured at its fair value. FAS No. 133 is
effective  for  fiscal years beginning after June 15, 1999.    Had  the  Company
applied  this  standard  currently,  the effect  on  the  Company's  results  of
operations at December 31, 1998 would be immaterial.

NOTE 3 - DEFERRED CHARGES AND OTHER ASSETS

Deferred  charges,  net  of  amortization, and other assets  are  summarized  as
follows (in thousands):

                                       December 31, 1998     December 31, 1997

Deferred operating covenant costs          $   5,253            $   7,883
Deferred financing costs                       8,721               10,667
Prepaid expenses and miscellaneous 
 receivables                                  12,538                7,278
Furniture, fixtures, equipment, and other      4,330                4,102
Net                                        $  30,842             $ 29,930

Deferred Operating Covenant Costs

During  fiscal  year 1991, approximately $23 million was paid  to  three  anchor
tenants with respect to leases at ten of the malls and in 1992 an additional  $4
million  was  paid in order to obtain operating covenants (a covenant  requiring
the  anchor,  among  other  things, to maintain operations  in  certain  of  the
Properties  for  the duration of the lease period) and to extend  the  terms  of
their leases beyond fiscal year 2000.  In April 1993, an additional $0.2 million
was  paid  to  another  tenant  to  obtain similar  rights.   These  costs  were
capitalized  and  are  being amortized over the life of the operating  covenants
with  the  amortization recorded as a reduction of minimum  rent.   Amortization
was  $2.6  million, $2.6 million, and $2.6 million, for the years ended December
31, 1998, 1997, and 1996, respectively.

In  addition,  one  of  these tenants has exercised its option  to  require  the
Company  to expand and renovate certain of the leased premises, at the Company's
expense,  and  to reimburse the tenant for fixtures allowances,  which  together
aggregate approximately $9.0 million.  As of December 31, 1998, $8.1 million  of
these costs have been incurred and capitalized in the financial statements  with
the remainder expected to be incurred in 1999.

Deferred Financing Costs

Deferred financing costs, net of accumulated amortization, at December 31, 1998,
consists of approximately $5.2 million related to the $465 million mortgage debt
refinancing  with  GECC in August, 1998 and $3.5 million for new  debt  obtained
after  the  formation of the Company.  Amortization of deferred financing  costs
was  $2.7  million, $3.3 million, and $3.9 million for the years ended  December
31, 1998, 1997 and 1996, respectively.  Deferred financing costs written off  as
part  of extraordinary losses on early extinguishment of debt were $5.9 million,
$1.6 million, and $0.4 million for the years ended December 31, 1998, 1997,  and
1996, respectively.  Deferred financing costs incurred and capitalized were $6.8
million,  $4.8 million, and $1.8 million for the years ended December 31,  1998,
1997, and 1996, respectively.

NOTE 4 -  INSURED FIRE AT MALL

On  December  16,  1994  a  fire occurred at the Logan Valley  Mall  located  in
Altoona,  Pennsylvania.  The fire destroyed 44 small shops  aggregating  148,800
square  feet  of  gross leasable space and also affected three additional  small
shops containing approximately 18,000 square feet of gross leasable space.   The
net  book value of the destroyed assets approximated $3.5 million.  The  Company
settled  the property damage insurance claim with its insurance company  in  the
third  quarter  of  1995 for $15.9 million.  The difference between  the  amount
received  and the net book value of destroyed assets and the related  demolition
and  clean  up  costs was $11.2 million, which was recorded as an  extraordinary
gain  in  1995.   The  Company also recorded $0.8 million and  $1.9  million  in
business  interruption insurance, during the years ended December 31,  1996  and
1995,  respectively,  which is included in revenues.  The business  interruption
insurance  coverage  expired in May 1996.  Because of the business  interruption
insurance  coverage,  the fire had no material impact on  1996,  1995  and  1994
results  of operations.  During 1995 the Company started the reconstruction  and
expansion  of  the  fire-damaged  mall;  the  entire  construction  project  was
completed  in  August 1997 and cost approximately $68 million, including  tenant
allowances.  The  project costs were partially funded from a  construction  loan
obtained from a bank consortium, which aggregated $51.4 million by November 1997
when  it was refinanced with a new loan with GE Capital Real Estate (see Note  5
to the Consolidated Financial Statements).

NOTE 5 - DEBT ON INCOME-PRODUCING PROPERTIES

Debt on income-producing properties consisted of the following (in thousands):


                                    December 31, 1998      December 31, 1997

Mortgage loans                           $ 465,000             $  280,637
Permanent loans                            133,960                229,417
Construction loans                           2,932                  1,659
Secured term loans and lines of credit      68,079                 30,000
Net                                      $ 669,971             $  541,713

Mortgage Loans

Concurrently  with the offering of shares of the Company in 1993, the  Financing
Partnership  borrowed an aggregate $300 million in mortgage debt through  Kidder
Peabody   Mortgage  Capital  Corporation  (collectively,  the  "Kidder  Mortgage
Loans").   In  connection with obtaining a construction loan for rebuilding  and
expanding  Logan Valley Mall, in December 1995 the Company repaid $19.4  million
of  the Kidder Mortgage Loans in order to release the Logan Valley Mall from the
Kidder  Mortgage  Loans  and Financing Partnership.  No prepayment  penalty  was
incurred.   On  August  28,  1998, the Company closed  a  $465  million  10-year
mortgage with GE Capital Real Estate ("GECRE").  The gross proceeds from the new
loan  (the  "GECRE  Mortgage Loan") were used to refinance  the  $280.6  million
Kidder Mortgage Loans, the $110.0 million interim mortgage loan (see below), and
the  $30.0 million secured term loan.  The remaining proceeds were used  largely
to  establish escrows to fund the remaining expansion and redevelopment costs of
Patrick  Henry  Mall and Nittany Mall, and to fund closing costs,  initial  loan
reserves  and prepayment penalties with respect to $200.0 million of the  Kidder
Mortgage Loans and the $30.0 million secured term loan that were pre-paid  prior
to their maturity dates.  The prepayment penalties for the Kidder Mortgage Loans
and  the  $30 million term loan were approximately $16.6 million.  In  addition,
approximately  $5.9 million of unamortized deferred financing costs  related  to
the  Kidder  Mortgage Loans and the $110.0 million interim  mortgage  loan  were
written off.  Both of these items were accounted for as an extraordinary loss on
early  extinguishment  of  debt.  The GECRE Mortgage Loan  has  a  fixed  stated
interest rate of 7.43% and is secured by cross-collateralized mortgages on 15 of
the  malls.  Crown Investments has guaranteed $250 million of the GECRE Mortgage
Loan.  In connection with the GECRE Mortgage Loan, in November 1997, the Company
made  a $6.0 million interest-bearing good-faith deposit with GECRE, and in July
and  August  1998, the Company made $12.2 million in non-interest  bearing  rate
lock deposits with GECRE.  These deposits were refunded at closing.

Permanent Loans

At  December 31, 1998, permanent loans consisted of nine loans secured by  seven
properties held by the Operating Partnership. Included in permanent loans  is  a
$3.1 million interest free Urban Development Action Grant loan with the City  of
Johnstown, Pennsylvania, secured by an office building and due October  2006.  A
$1.1  million  loan related to Carlisle Plaza Mall is an Industrial  Development
Bond  secured  with a $1.1 million letter of credit, which expires  in  January,
2008.   Crown Holding has guaranteed one of the permanent loans with  a  current
outstanding balance of $10.9 million.

Construction Loans

In  September  1998  the Company entered into a $26.8 million  construction  and
three-year  permanent  loan with a bank lender to finance a renovation/expansion
program at Washington Crown Center.  The loan has an interest rate of LIBOR plus
1.90%.   The  construction loan term is for two years followed by  a  three-year
permanent term loan.

In  June  1997 the Company refinanced one construction loan with a new five-year
permanent  loan  with  a  bank lender, together with  a  $6.0  million  one-year
construction loan facility that converted to a four-year permanent loan in 1998.
This new construction loan relates to a theater and other expansion construction
at one of the Company's malls.  The permanent loan bears fixed interest at 8.12%
and  the four-year permanent loan bears interest at 6.71%.  During July 1997 the
Company  repaid two of its outstanding construction loans from the  proceeds  of
the  senior  preferred shares (see Note 6) and in November 1997  refinanced  the
Logan Valley construction loan as described further below.

Secured Term Loans and Lines of Credit

At December 31, 1998 the Company had $155.6 million in available revolving lines
of  credit,  which  includes a $100.0 million acquisition credit  facility  with
GECRE  bearing  interest  at LIBOR plus 2.35%, a $50.0  million  general  credit
facility  with GECRE secured by cross collateralized mortgages on  four  of  the
Company's  mall  properties bearing interest at LIBOR plus  1.95%,  and  a  $5.6
million  line  with  a bank secured by a mortgage on the Company's  headquarters
office  building  bearing  interest at prime plus 0.625%.   Amounts  outstanding
under  all  lines  of  credit at December 31, 1998, 1997, and  1996  were  $68.1
million,  $0.0  million,  and $5.6 million, respectively.    The  $68.1  million
outstanding  at  December 31, 1998 includes $27.4 million under the  acquisition
line, and $40.6 million under the general lines. Both of the GECRE lines have  a
minimum  initial  term ending November 17, 1999, have no required  amortization,
and  can  be extended to November 17, 2001 under renewal provisions so  long  as
certain  conditions are satisfied.  The remaining $5.6 million line is renewable
annually  on  April  30.  All the lines have a 0.125% per annum  commitment  fee
based on the unused amounts of the line.

The $100 million acquisition line is restricted for real estate acquisitions  as
may  be approved by the lender in amounts up to 75% of the value of the acquired
properties;  in addition $26.0 million of this line has been earmarked  for  the
Valley  Mall construction loan as further described in Note 14.  Any  properties
acquired  under this line will be mortgaged to secure the borrowings under  this
line.  Amounts  may be borrowed under the other $55.6 million credit  lines  for
general corporate purposes.

Interim Mortgage Loan with GE Capital Real Estate

In  November 1997 the Company closed with GECRE a $110 million interim  mortgage
loan  and the $150 million secured credit facilities described above.  The  $110
million  mortgage loan was placed through a new subsidiary, Crown American  W  L
Associates, L.P., and was secured by Logan Valley and Wyoming Valley  malls  and
bore  interest  at  LIBOR plus 1.60%.  The interim mortgage loan  proceeds  were
primarily used to repay in full the existing $51.4 million construction loan  on
Logan Valley Mall and the existing $50.0 million mortgage loan on Wyoming Valley
Mall.    These  two  loans  bore  interest  at  LIBOR  plus  2.375%  and  1.75%,
respectively.   The interim mortgage loan was repaid as part of the  refinancing
in August 1998, as noted above.

Covenants and Restrictions

Various  of  the  above  loans  and lines of credit  contain  certain  financial
covenants  and  other  restrictions, including limitations  on  the  ratios,  as
defined,  of total Company debt to EBITDA, EBITDA to fixed charges, and floating
rate  debt  to  total debt.  The Company was in compliance with  all  such  loan
covenants  as of and during the period ended December 31, 1998.  Twenty  of  the
Company's malls are mortgaged under the GECRE Mortgage Loan and the GECRE  lines
of  credit.  All of these malls are owned by special purpose subsidiaries of the
Company.   The  sole  business  purpose of these  subsidiaries,  as  an  ongoing
covenant  under the related loan agreements, is the ownership and  operation  of
the  properties.   The  mortgaged  malls  and  related  assets  owned  by  these
subsidiary entities are restricted under the loan agreements for the payment  of
the  related  mortgage loans and are not available to pay  other  debts  of  the
consolidated Company.  However, so long as the loans are not under an  event  of
default,  as  defined  in  the  loan  agreements,  the  cash  flows  from  these
properties, after debt service and reserve payments are made, are available  for
the general use of the consolidated Company.

Interest Rates

The  Mortgage  Loans on the Financing Partnership properties  and  nine  of  the
permanent  loans  with  an  aggregate principal balance  of  $599.0  million  at
December  31, 1998 have fixed interest rates ranging from 4.50% to 9.625%.   The
weighted average interest rate on this fixed-rate debt at December 31, 1998, and
1997  was  7.64%  and 7.53%, respectively.  The weighted average  interest  rate
during  the years ended December 31, 1998, 1997, and 1996 was 7.58%, 7.73%,  and
7.87%,  respectively.   All of the remaining loans with an  aggregate  principal
balance of $71.0 million at December 31, 1998 have variable interest rates based
on spreads ranging from 1.60% to 2.25% above 30 day LIBOR.  The weighted average
interest rate on the variable rate debt at December 31, 1998 and 1997 was  7.18%
and  7.37%, respectively.  The weighted average interest rate during  the  years
ended   December  31,  1998,  1997,  and  1996  was  7.50%,  7.93%,  and  7.93%,
respectively.

Debt Maturities

As of December 31, 1998, the scheduled principal payments on all debt, including
extensions available at the Company's option provided the debt is not in default
at the extension dates, are as follows (in thousands):

     Year Ending
     December  31,

      1999                                    $  2,771
      2000                                       5,502
      2001                                      78,707
      2002                                      40,351
      2003                                      12,745
       Thereafter                              529,895
                                              $669,971

NOTE 6 - PREFERRED SHARE OFFERING AND TREASURY SHARES

The  Company  completed  an offering of 2,500,000 11.00% non-convertible  senior
preferred  shares on July 3, 1997.  The initial offering price  was  $50.00  per
share.   The  preferred shares are non-callable by the Company  for  a  ten-year
period  (until July 31, 2007).  On or after July 31, 2007, the Company,  at  its
option,  may  redeem the preferred shares for cash at the redemption  price  per
share set forth below:

                                                      Redemption Price
          Redemption Period                               Per Share

     July 31, 2007 through July 30, 2009                    $52.50
     July 31, 2009 through July 20, 2010                    $51.50
     On or after July 31, 2010                              $50.00

The  net  proceeds  from  the offering were $118.7 million  after  underwriter's
commission and other offering expenses. The net proceeds were contributed by the
Company  to  the  Operating  Partnership in  exchange  for  2,500,000  preferred
Partnership  Units.  The terms of the new class of preferred  Partnership  Units
generally  parallel those of the Company's preferred shares as to  distributions
and  redemption  rights.  In turn, the Operating Partnership used  the  proceeds
received  from  the Company primarily to repay $58.3 million of  debt  in  early
July,  to  repurchase $12.2 million of common shares held in  treasury  under  a
common  share  repurchase  program approved by the Board  of  Trustees,  and  to
acquire Valley Mall for $32.0 million in November 1997.

As  stipulated in the Prospectus Supplement, additional dividends shall be  paid
quarterly to the holders of the preferred shares if the Company's total debt (as
defined)  exceeds  the product of 6.5 times EBITDA, as defined,  (the  "Leverage
Ratio")  without  the consent of the holders of at least 50%  of  the  preferred
shares outstanding at the time.  The Leverage Ratio computed as of December  31,
1998, is 5.85 to 1.  If required to be paid, additional dividends will be for an
amount  per  preferred  share  equal  to  0.25%  of  the  Preferred  Liquidation
Preference  Amount (defined below) on an annualized basis for the first  quarter
with  respect  to  which  an  additional dividend  is  due.   For  each  quarter
thereafter  that  the Company continues to exceed the permitted Leverage  Ratio,
the additional dividend will increase by an amount per preferred share equal  to
an  additional  0.25%  of  the Preferred Liquidation  Preference  Amount  on  an
annualized basis.  However, the maximum total dividend on the preferred  shares,
including  any additional dividends, will not at any time exceed 13.00%  of  the
Preferred  Liquidation  Preference Amount per annum.  The Preferred  Liquidation
Preference  Amount is equal to the sum of $50.00 per share plus an amount  equal
to any accrued and unpaid dividends thereon (including any additional dividends)
and whether or not earned or declared to the date of payment.

In connection with the preferred share offering, the Company's Board of Trustees
also  authorized  the  Company to make open market purchases  of  the  Company's
common  shares.  As of December 31, 1998, the Company had repurchased  1,534,398
common shares for an aggregate purchase price of $14.7 million; these shares are
currently  held  as  treasury  shares.   Under  the  current  Board  resolution,
additional  repurchases of common shares will require re-approval by the  Board.
In connection with such repurchases, the Operating Partnership redeemed from the
Company  an  equivalent number of common Partnership Units  for  the  equivalent
repurchase  cost, thus maintaining a 1.0 to 1.0 relationship between the  number
of the Company's outstanding common shares of beneficial interest and the number
of  common Partnership Units in the Operating Partnership that are owned by  the
Company.

NOTE 7 - LEASING ACTIVITIES

The  Company  is  primarily a lessor of shopping malls and the concentration  of
tenants  are  in  the retail industry.  Leases are generally  noncancelable  and
expire on various dates through approximately the year 2021.  The future minimum
lease payments to be received under existing leases as of December 31, 1998, are
as follows (in thousands):

     Year Ending
     December  31,

      1999                                    $ 96,069
      2000                                      88,258
      2001                                      79,145
      2002                                      68,752
      2003                                      61,509
      Thereafter                               238,569
                                              $632,302

The  future  minimum lease payments above do not include payments  from  tenants
which  are due based upon a percentage of their gross sales or payments for  the
tenants' share of common area maintenance costs and real estate taxes.

Total  direct costs incurred by the Company to obtain leases, which are deferred
and amortized over the life of the lease, are as follows (in thousands):

                  Beginning                                            Ending
Year Ended         Balance    Additions    Amortization     Other     Balance

December 31, 1998  $ 16,348   $  4,550     $ 3,673          $ (751)   $ 16,474
December 31, 1997    17,914      2,398       3,964                -     16,348
December 31, 1996    20,041      2,156       4,015            (268)     17,914

NOTE 8 - RELATED PARTY TRANSACTIONS

Crown Rights

Pursuant  to  the  Operating  Partnership  Agreement,  Crown  Investments,   its
subsidiary,  Crown  American Investment Company, and Frank J.  Pasquerilla  have
certain  rights (the "Crown Rights"), which enable them to require the Operating
Partnership to redeem part or all of their common Partnership Units for a  price
equal  to  the  equivalent  value of the common shares  of  the  Company  (on  a
one-for-one   basis).   Crown  Investments  currently  owns   8,090,388   common
Partnership  Units,  Crown  American Investment Company  owns  1,786,459  common
Partnership  Units,  and  Frank J. Pasquerilla owns  79,551  common  Partnership
Units.   The obligation to redeem these Partnership Units may be assumed by  the
Company  in  exchange  for,  at  the Company's election,  either  shares  (on  a
one-for-one basis) or the cash equivalent thereof, provided that the Company may
not  pay  for such redemption with shares to the extent that it would result  in
Crown   Investments  and  its  affiliates  (including  Frank   J.   Pasquerilla)
beneficially or constructively owning more than 12.0% of the outstanding shares.
Crown  Investments  and  its affiliates may require the Company  to  assume  the
obligation  to  pay  for such redemption with shares to the  extent  that  Crown
Investments  and  its affiliates own less than 12.0% of the outstanding  shares.
Crown  Investments  and  its  subsidiary have pledged  substantially  all  their
Partnership  Units (the "Pledged Units") as collateral for a  loan  made  by  an
unrelated  third party.  In June 1995 the Company filed a Registration Statement
on  Form S-3 with the Securities and Exchange Commission relating to the Pledged
Units.  If at the time of any such permitted exchange the Shelf Registration  is
not  effective, the Company is obligated to purchase a specified portion of  the
Pledged Units.  The Company also has the right to purchase the Pledged Units  in
lieu of effecting an exchange.

Management Agreements

The Company manages certain retail properties for Crown Associates pursuant to a
management  agreement.   Certain  of these properties  were  transferred  to  an
affiliate  of Crown Associates in 1995 and 1996.  For its services, the  Company
receives  management  and  leasing fees which amounted  to  $0.1  million,  $0.2
million,  and  $0.1 million, for the years ended December 31,  1998,  1997,  and
1996, respectively.

In  addition,  Crown  Investments, Crown Associates, and their  affiliates  have
agreed to pay the Company sales commissions up to 15% of the net sales price for
its  services  in selling certain land and other assets owned by these  parties.
Total commissions earned were $0.1 million, $0.0 million, and $0.4 million,  for
the  years  ended  December  31, 1998, 1997, and  1996,  respectively,  and  are
included in miscellaneous income.

Support Agreement

In  connection  with  the  Company's  formation  and  the  consummation  of  the
offerings,  Crown  Investments entered into a cash flow support  agreement  (the
"Support Agreement"), which was subsequently amended in 1997 and 1994, with  the
Operating Partnership and the Financing Partnership with respect to Mount  Berry
Square,  Martinsburg Mall, Oak Ridge Mall and Bradley Square, all of which  were
opened  in 1991 and were in various stages of initial lease-up, with mall  store
occupancy rates below 75%.

The  Support  Agreement provides that Crown Investments  will  guarantee,  on  a
quarterly basis, up to a maximum of $1.0 million per quarter, that each of these
four  malls will generate a stipulated aggregate amount of base rents from  each
such mall.  The quarterly amounts due under the Support Agreement are calculated
as  the  difference between the aggregate amount of actual base rents earned  in
the quarter at each mall and the stipulated aggregate amount of base rents.  The
1997  amendment provided that the quarterly support amounts after 1997 shall  be
reduced  by  2.5% of the gross sales price of any sales of outparcel  land  that
occur  after  1997, which is intended to approximate the base rents  that  could
have  been earned had such outparcel land been leased or developed, rather  than
sold.   Crown Investments was also obligated to fund any tenant improvement  and
leasing  costs  associated with a fixed amount of shortfall space,  as  defined.
The  obligations  of  Crown  Investments under the Support  Agreement  presently
continue as to all four malls and will terminate as to a mall when the aggregate
base  rents  at  such mall achieve the stipulated amount over  four  consecutive
quarters (as determined by the independent trustees of the Company).

Total  cash  flow support earned by the Company was $3.8 million, $3.7  million,
and  $2.9  million,  for  the years ended December 31,  1998,  1997,  and  1996,
respectively.   In  addition, Crown Investments agreed to  fund  certain  tenant
improvement  costs incurred for signed leases as of June 30, 1993  scheduled  to
commence subsequent thereto.  These tenant improvement costs were funded in 1993
and  1994  and  have been insignificant thereafter.  During 1995  Crown  Holding
advanced $6.4 million to the Company primarily to pre-fund future payments under
the Support Agreement.  This pre-funding did not change or terminate the Support
Agreement, and additional funding recommenced in 1997.  Earned support  payments
and funded tenant improvements under the Support Agreement are accounted for  as
capital  contributions  made by the minority owner in the Operating  Partnership
and  are credited to minority interest (as to the minority ownership percentage)
with  the remainder to the Company's paid-in capital.  As a result of the  above
transactions,  the  Company  had  a  receivable  of  $0.9  million  from   Crown
Investments at December 31, 1998.

Crown  Associates Lease at Pasquerilla Plaza

Approximately  14,300  square  feet of Pasquerilla  Plaza  is  leased  to  Crown
Associates for annual base rent of approximately $266,000 under a lease  with  a
term  ending July 31, 2003.  The rent was determined based on rental rates being
paid  by  existing  third party tenants and on the fact that  Crown  Associates'
lease includes certain furnishings and equipment and allows Crown Associates use
of  certain  facilities  in  the building not available  to  other  third  party
tenants.  The  lease includes a five-year renewal option at then  market  rents.
Total  rent  earned by the Company for the years ended December 31, 1998,  1997,
and 1996 was $262,063, $245,500, and $204,500, respectively.

Lease at Logan Valley Mall between the Company and Crown American Enterprises

Crown  American Enterprises (CAE) entered into a lease for a 1,962  square  foot
mall  shop space at the Company's Logan Valley Mall.  CAE subsequently  assigned
this  lease  to Crown Max LLC, a company which is owned by CAE and an  unrelated
third party.  The lease began on January 1, 1998 and had a ten-year term with an
annual  base  rent of $44,000 plus contributions to common area maintenance  and
real  estate taxes.  The terms were comparable to rates for similar space rented
to  third parties at this property.  During the year ended December 31, 1998 CAE
paid an aggregate of $64,728 to the Company for this space.  CAE used this space
to  operate a virtual-reality entertainment facility.  In addition to the rental
income,  the  Company was interested in determining the economic feasibility  of
adding similar entertainment facilities to other Company malls.  CAE closed  the
entertainment  facility  on December 31, 1998, and  the  Company  and  CAE  have
negotiated a lease surrender and termination agreement whereby CAE will  pay  an
additional $22,000 to the Company as consideration for the lease termination  as
of  December  31,  1998.  The total amounts received by the  Company  under  the
lease,  including  the lease termination payment, exceeded  the  Company's  non-
recoverable investment in the leased premises.

Line of Credit with Crown Financing Company

In  December  1996  the Board of Trustees approved the terms of  a  $10  million
standby  line of credit with Crown Financing Company, a wholly-owned  subsidiary
of  Crown  Holding  Company.   Under this unsecured facility,  the  Company  was
permitted to borrow up to $10 million with interest based on the prime rate plus
1  5/8%.  This  line  of  credit expired during 1998 and no  amounts  were  ever
borrowed under this line.

Amounts due to or from Crown Associates and Crown Investments

In  addition  to the above items, the Company allocates a portion of  the  costs
related  to  its  construction, development, MIS,  legal,  and  risk  management
departments to Crown Associates based on estimated usage.  These allocated costs
aggregated  $0.5  million, $0.5 million, and $0.5 million for  the  years  ended
December  31, 1998, 1997, and 1996, respectively.   Conversely, Crown Associates
and its affiliates charge the Company for use of their corporate aircraft, hotel
and dining services.  Such costs totaled $0.8 million for 1998, $0.1 million for
1997 and were de minimus for 1996.  As a result of the above transactions,   the
Company  had  a  net  receivable  from Crown Associates  and  Crown  Holding  at
December 31, 1998 of $0.1 million.

Hess's Department Stores, Inc.

Hess's Department Stores, Inc. ("Hess's") was a wholly-owned indirect subsidiary
of  Crown  Holding until November 1994 when all of Hess's operations were  sold.
Hess's  was  a tenant in 13 of the income-producing properties and  also  was  a
tenant  in the joint venture's enclosed shopping mall.  At a special meeting  of
the  Company's shareholders held on September 9, 1994, the shareholders approved
modifications of leases with Hess's in connection with the sale by Hess's of its
store  locations  at  Company properties to The May  Department  Stores  Company
("May") and The Bon-Ton Stores, Inc. ("Bon-Ton").

Under  the  transaction  with Bon-Ton, which closed in September  1994,  Bon-Ton
assumed  leases  and  agreed to operate six Hess's stores, and  also  agreed  to
temporarily  operate five Hess's stores through January 1996  (two  stores)  and
January  1997  (three stores).   One temporary location was at  Middletown  Mall
which  was  sold  in  1998; the remaining four locations  have  been  leased  to
replacement tenants.

Under  the  transaction with May, which closed in November 1994,  May  purchased
(pursuant  to 99 year ground leases with nominal purchase options) three  Hess's
store  locations from the Company for $17.6 million and leased the Hess's  store
at  two  other locations.  One of the leased locations is subject to a  purchase
option  by  May in the amount of $3.5 million.  In 1994 the Company  recorded  a
gain of $4.5 million on the sale of the three store locations.  The Company also
committed to renovate the mall where one of the leased stores is located,  which
was  done  in  1995.  During 1995 May expanded the stores at all five  of  these
locations.  In 1994 the Company also received $2.4 million from Hess's  relating
to  one of the stores that May is leasing to make up the difference between  the
rent  formerly  paid  by Hess's and rent being paid by  May.   This  amount  was
recorded as deferred income and is being amortized over the remaining lease term
(10  years).  Hess's also paid $0.8 million to the Company in 1995 for  lost  or
reduced  rents  from  mall  shop tenants that occurred during  the  construction
period when the former Hess's locations were being expanded.

NOTE 9 - LEASES

The  Company is the lessee under a ground lease with a third party for  Shenango
Valley  Mall,  Crossroads Mall, and Greater Lewistown Plaza, and is  the  lessee
under  two  ground leases with third parties for Uniontown Mall.   The  Shenango
Valley  Mall  lease  expires on July 24, 2017.  One  lease  for  Uniontown  Mall
expires  on  March 30, 2038 with up to seven five-year renewal options  and  the
other lease expires on April 30, 2039 with up to four five-year renewal options.
The Greater Lewistown lease expires on February 1, 2045 and the Crossroads lease
expires  in October, 2027 with a 49 year option period.  All five leases require
fixed  annual  payments.  Fixed rental expense related to these leases  for  the
years  ended  December  31,  1998, 1997, and 1996 was  $246,000,  $153,000,  and
$153,000,  respectively.   Future minimum lease payments  on  these  leases  are
$290,569 per year through 2003 and $9,761,000 for all years thereafter.

Under the Uniontown Mall and Greater Lewistown leases additional rents are  paid
based  on  mall  tenant percentage rents. These additional rents  were  $64,000,
$58,000,  and  $56,000 for the years ended December 31, 1998,  1997,  and  1996,
respectively.

Capital Leases

Assets   under  capital  leases,  primarily  office  and  mall  equipment,   are
capitalized  using interest rates appropriate at the inception  of  each  lease.
Capital  lease  obligations  amounted to   $0.5  million  and  $1.0  million  at
December  31, 1998 and 1997, respectively, and are included in accounts  payable
and other liabilities.

NOTE 10 - RETIREMENT SAVINGS AND SHARE INCENTIVE PLANS

Retirement Savings Plan and Savings Restoration Plan

The  Company established the Crown American Realty Trust Retirement Savings Plan
(the  "Retirement  Savings Plan") pursuant to Section  401(k)  of  the  Internal
Revenue  Code  to cover employees of the Operating Partnership.   Employees  who
have  completed at least one year of service, working 1,000 hours per year,  and
have attained age 21 are eligible to participate in the Retirement Savings Plan.

The  Operating Partnership contributes a percentage of each eligible  employee's
base  pay  (the "Supplemental Employer Contribution") to the Retirement  Savings
Plan   on   behalf  of  each  eligible  employee.   The  Supplemental   Employer
Contribution is 2% of base pay if the employee is under 35 years of age,  3%  if
35  to  49  years  of  age, and 5% if 50 years of age or  older.   In  addition,
participants  may  elect  to  contribute between  1%  and  (subject  to  certain
restrictions)   15%.    Employee  contributions  are  matched   (the   "Matching
Contribution")  by  the Company up to 50% of the first 3% of  the  participant's
compensation.

The  receipt  of  benefits attributable to the Operating Partnership's  Matching
Contribution  and Supplemental Employer Contribution is subject to  the  vesting
and forfeiture provisions of the Retirement Savings Plan.  Supplemental Employer
Contributions become 100% vested after five years of service is credited to  the
employee.   Matching Contributions become vested 20% after two years of  service
and  an  additional 20% becomes vested per year thereafter.   Years  of  service
include service with Crown American Corporation.  Other amounts are fully vested
at all times.

Total  plan  costs for the years ended December 31, 1998, 1997,  and  1996  were
$605,000,  $512,000,  and  $465,000, respectively.   The  plans  of  predecessor
affiliated entities were terminated upon the formation of the Company.

In  late 1996 the Company adopted The Savings Restoration Plan which is designed
to allow eligible employees to defer current compensation in amounts that exceed
the  limits  that can be deferred under The Retirement Savings Plan.   The  plan
became effective January 1, 1997 and $129,000 and $114,000 was deferred in  1998
and 1997, respectively, under the plan.  Amounts deferred are charged to expense
in  the current period; as such, all compensation expense under the above  plans
is being fully recognized as it is earned.

Share Incentive Plans

Prior  to  the initial public offering, the shareholders of the Company approved
the 1993 Crown American Realty Option Plan (the "Employee Option Plan"), and the
1993  Crown American Realty Trustees' Option Plan (the "Trustees' Option Plan").
Under  the Employee Option Plan, options to purchase a total of 1,200,000 common
Partnership  "Units"  of the Operating Partnership are available  for  grant  to
officers  and  key  employees;  the Chairman  and  President  currently  do  not
participate  in  any  share  incentive plan.  Under the  Employee  Option  Plan,
options are to be granted at not less than the market value of the common shares
on  the date of grant.  In certain circumstances, option holders may redeem  the
Units for cash or Shares (at the option of the Company).

Currently, all the Employee Option Agreements except for one participant provide
that  an option may only be exercised after the optionee has completed two years
of  employment with the Operating Partnership after the date of the grant of the
option.   Under  such Option Agreements, an option first becomes exercisable  to
the extent of 20% of the total number of Units subject to the option on each  of
the  second,  third, fourth, fifth and sixth anniversaries of the  date  of  the
grant  of  the  option.   One participant has an option received  in  1996  that
provides  for full vesting of the options granted thereunder three  years  after
the  date  of  grant,  and  another option received in 1998  that  provides  for
immediate  vesting.  If employment is terminated after the option has  partially
or fully vested, the option may be exercised to the extent it was exercisable at
the  time  of termination of employment.  There are certain limitations  on  the
timing  of  exercise of the option after termination of employment.   Currently,
all  the Option Agreements provide that options expire five years after the date
they  first  become  exercisable.  Effective on January 3, 1996,  the  Board  of
Trustees  canceled all then outstanding options (except for 30,000 options  that
were  granted  in  November 1995) and issued 968,000 new  options  at  the  then
current market price of $8.00 per share, pursuant to the terms described  above.

Option transactions under the Employee Option Plan are as follows:


</TABLE>
<TABLE>
<CAPTION>

                                          Year Ended December 31,
                               1998              1997              1996     
                                  Weighted           Weighted          Weighted
                        Number    Average  Number    Average  Number   Average
                         of       Exercise   of       Exercse    of     Exercise
                        Units      Price    Units     Price     Units     Price
<S>                     <C>       <C>     <C>        <C>        <C>      <C>
Options outstanding,   
beginning of period     1,126,000  $ 8.13  1,036,000  $ 8.00    998,000  $ 15.78
Granted                   150,000    8.84     90,000    9.53  1,062,000     8.00
Canceled                 (88,800)    9.13                   (1,024,000)    15.59
Exercised                 (7,330)    7.83                                 
Options outstanding,   
end of period           1,179,870  $ 8.14   1,126,000 $ 8.13  1,036,000  $  8.00
                                                                               
Range of option         $ 7.75 to           $ 7.50 to         $ 7.50 to
exercise prices         $    9.25           $    9.75         $    8.50
Weighted average 
fair value of options
granted during the year
(per option)            $    0.30           $    0.59         $    0.54
Weighted average                                                    
contractual life at end
of period (in years)          5.9                 7.1               8.0
Options exercisable at                      
period end                187,974               2,000                 0
Total compensation                                                      
expense recognized
during the period       $       0            $      0          $      0


</TABLE>

The  fair value of each option grant is estimated on the date of grant using the
Black-Scholes   option   pricing  model  with  the  following   weighted-average
assumptions  used  for  grants in 1998, 1997, and 1996, respectively:   dividend
yield of 9.06%, 8.40%, and 10.0%; expected volatility of 16%, 17%, and 23%; risk
free interest rates of 5%, 6.3%, and 6.6%; and expected lives of  7.4 years, 9.0
years, and 9.0 years.

The  Trustees' Option Plan was amended and restated effective as of December 30,
1997.   As  amended,  options to purchase a total of 125,000  common  shares  of
beneficial interest of the Company are available to non-employee Trustees.  Each
non-employee  Trustee automatically is granted on December 31 of  each  year  an
option to purchase 5,000 common shares having an exercise price equal to 100% of
the  fair market value of the shares at the date of grant.  Previously, the plan
provided for annual grants of 500 shares.  On December 31, 1998 and 1997 each of
the  four  non-employee trustees were granted options to purchase  5,000  common
shares  at  exercise prices of $7.75 and $9.313, respectively.  On December  31,
1996,  1995  and  1994, each of the four non-employee trustees  was  granted  an
option to purchase 500 shares at an exercise price of $7.50, $7.875, and $13.50,
respectively.  The amended Trustees' Option Plan also provides for an  automatic
grant of 5,000 options to purchase common shares with an exercise price equal to
100%  of  the  fair  market value of the shares at the date of  grant  upon  the
appointment  or  election  of  each  new  non-employee  Trustee  to  the  Board.
Previously,  the  Company awarded options to purchase 500 common  shares  at  an
exercise  price of $17.25 per share (the initial public offering  price  of  the
common  shares)  to  each of the four non-employee Trustees upon  their  initial
election to the Board in August 1993.  As of December 31, 1998 there were 46,500
options  to  purchase common shares held by the Trustees.  To date, all  options
granted  to  the Trustees under the Trustees' Option Plan have been  exercisable
immediately  upon  grant, but as of December 31, 1998 none had  been  exercised.
Options  under  the Trustees' Option Plan expire five years  from  the  date  of
grant.

The Company applies APB Opinion 25 and related Interpretations in accounting for
its plans.  Accordingly, no compensation cost has been recognized for its option
plans.   Had  compensation cost for the Company's option plans  been  determined
based  on  the  fair  value  at the grant dates for  awards  under  those  plans
consistent  with the method of SFAS No. 123, the Company's net  income  for  the
years  ended  December  31, 1998, 1997, and 1996  would  have  been  reduced  by
approximately $0.10 million, $0.13 million, and $0.12 million, respectively,  or
$0.004, $0.005, and $0.004 per share, respectively.

NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS AND MARKET RISKS

Statement  of  Financial Accounting Standards No. 107 "Fair Value  of  Financial
Instruments"   requires  disclosures  about  fair  value   for   all   financial
instruments.   Based on the borrowing rates currently available to the  Company,
the  carrying amount of the Company's $599.0 million of fixed rate debt  has  an
estimated  fair  value of $616.4 million at December 31,  1998.   The  remaining
$71.0  million  of debt is at floating interest rates which approximate  current
rates available to the Company for such debt, and accordingly the fair value  of
such floating rate debt approximates the current carrying amount.

NOTE 12 - QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized  quarterly  financial data for 1998  and  1997  is  shown  below  (in
thousands, except per share data):

<TABLE>
<CAPTION>


                                       First     Second       Third      Fourth
                                      Quarter    Quarter     Quarter     Quarter
                                                                            
Year ended December 31, 1998:                                                  
<S>                                   <C>         <C>         <C>          <C>
Revenues                            $  34,308  $  35,263   $  35,952   $ 41,225
Operating income before interest,                                              
asset sales and adjustments, and                                             
extraordinary items                    11,384     12,276      11,760     16,000
Extraordinary (losses)                (1,703)               (22,512)           
Income (loss)before minority                                                   
interest in Operating Partnership          45      1,685    (22,532)      3,800
Net income (loss) allocated to                                            
common shares                             970      2,171    (15,788)      4,008
Net income (loss) per share:                                                   
Basic EPS                           $   (.09)   $  (.05)   $   (.73)   $  (.02)
Diluted EPS                         $   (.09)   $  (.05)   $   (.73)   $  (.02)
                                                                            
Year ended December 31, 1997:                                                  
                                                                               
Revenues                            $  30,873   $ 30,986   $  30,741   $  38,394
Operating income before interest,                                              
asset sales and adjustments, and                                             
extraordinary items                     9,361     10,512       9,702      14,631
Extraordinary gains (losses)                       (732)       (631)      (968)
Income (loss) before minority                                                  
interest in Operating Partnership     (1,703)    (1,407)       (174)      3,547
Net income (loss) allocated                                                    
to common shares                    $ (1,269)   $(1,048)   $ (2,520)   $     98
Net income (loss) per share:                                                   
Basic EPS                           $   (.05)   $  (.04)   $   (.09)   $    .00
Diluted EPS                         $   (.05)   $  (.04)   $   (.09)   $    .00

</TABLE>

NOTE 13 - COMMITMENTS AND CONTINGENCIES

The  Company  obtains  insurance for worker's compensation, automobile,  general
liability,  property  damage,  and medical claims.   However,  the  Company  has
elected  to retain a portion of expected losses for property damage, and general
liability  through the use of deductibles which generally range up  to  $250,000
per claim with certain maximum aggregate policy limits per year.  Provisions for
losses  expected under these programs are recorded based on estimates,  provided
by  consulting  actuaries  who  utilize  the  Company's  claims  experience  and
actuarial assumptions, of the aggregate liability for claims incurred and claims
incurred  but not reported.  The total estimated liability for these  losses  at
December 31, 1998 and 1997 was $4.0 million and $3.8 million, respectively,  and
is included in accounts payable and other liabilities.

Based  on environmental studies completed on the Properties, management believes
any exposure related to environmental clean-up will be immaterial.

The  Company  from  time  to time is involved in litigation  incidental  to  its
business.  Except  as  described below, neither  the  Company  nor  any  of  the
Partnerships are currently involved in any material litigation and, to the  best
of the Company's knowledge, there is no material litigation currently threatened
against  the Company or the Partnerships, other than routine litigation  arising
in  the ordinary course of business, most of which is expected to be covered  by
liability insurance or established reserves.

Shareholder litigation

On August 10, 1995, August 17, 1995, and September 8, 1995 complaints were filed
by various individuals on behalf of themselves and also purportedly on behalf of
other  similarly  situated  persons against  the  Company  and  certain  of  its
executive  officers in United States District Court for the Western District  of
Pennsylvania  to  recover unspecified damages under the federal securities  laws
resulting from a decline in the market price for the Company's common shares  of
beneficial interest which are listed and traded on the New York Stock  Exchange.
The decline in the Company's share price followed the announcement on August  8,
1995  of  various operational  and capital resource initiatives by the  Company,
including  the  reduction of the Company's quarterly dividend  to  increase  its
levels  of  retained internal cash flow and the planned sale of  certain  assets
that  at the time did not fit the Company's growth strategy.  The complaints  in
these  three  cases  were consolidated by the Court and a  consolidated  amended
complaint  was  filed  on  July  30, 1996.  The consolidated  amended  complaint
asserts  a  class  period  extending from March  1,  1995  to  August  8,  1995,
inclusive.

A  fourth Complaint was filed the week of December 15, 1995 by an individual  on
behalf  of  himself  and also purportedly on behalf of other similarly  situated
persons  against  the  Company and certain of its current and  former  executive
officers  in  the  United  States District Court for  the  Eastern  District  of
Pennsylvania  (the Warden action).  This action was subsequently transferred  to
the  Western  District of Pennsylvania.  While this Complaint  is  substantially
similar  to  the  previous Complaints, it alleged a class period extending  from
August 17, 1993 (the IPO date) to August 8, 1995.

The  Company  filed  a  motion seeking to dismiss the  consolidated  action  and
negotiated  a  stay of the Warden action pending resolution  of  the  motion  to
dismiss  the  consolidated actions.  On September 15, 1997 the Court  issued  an
opinion dismissing the consolidated amended complaint.  In its ruling, the Court
dismissed  certain allegations with prejudice and others with an opportunity  to
amend.   On October 10, 1997 the Plaintiffs filed a second amended complaint  in
the  consolidated  action.   On December 2, 1997  the  court  entered  an  order
consolidating  the  cases  for pretrial purposes.   On  December  16,  1997  the
Plaintiff  in the Warden action filed a second amended complaint, which  changed
the  end of the putative class period to February 28, 1995.  On January 16, 1998
the  Company filed motions seeking dismissal of both the consolidated action and
the  Warden action.  On October 15, 1998 the Court in the Warden action  granted
the  Company's motion to dismiss and permitted the plaintiffs to  file  a  third
amended complaint.

On  November 2, 1998, the Court granted in part and denied in part the Company's
motion  to dismiss the second amended complaint in the consolidated action.   In
its ruling, the Court dismissed the Company as a defendant and dismissed all  of
the  plaintiff's claims with prejudice, except for a narrow set  of  allegations
relating to projections of the 1995 dividend at a March 1995 REIT conference and
in  the 1994 annual report.   On November 30, 1998, the plaintiffs in the Warden
action and the consolidated action each filed third amended complaints.  In  the
consolidated action, plaintiffs seek to renew certain claims against the Company
notwithstanding  the Court's prior rulings.  On December 21, 1998,  the  Company
filed  a  motion seeking dismissal of the third amended complaint in the  Warden
action.   On February 5, 1999, the Company filed a motion to dismiss  the  third
amended  complaint  in  the consolidated action.  These  motions  are  currently
pending.

The  consolidated legal action and the Warden action are in a preliminary stage.
However, the Company believes, based on the advice of legal counsel, that it and
the  named officers have substantial defenses to the plaintiffs' claims, and the
Company  intends  to vigorously defend the actions.  The Company's  current  and
former  officers that are named in this litigation are covered under a liability
insurance  policy  paid for by the Company.  The Company's  officers  also  have
indemnification agreements with the Company.  While the final resolution of this
litigation cannot be presently determined, management does not believe  that  it
will  have  a material adverse effect on the Company's results of operations  or
financial condition.

Tenant litigation

In  July  1997, the Bon-Ton Department Stores, Inc. filed suit in a Pennsylvania
state  court against Crown American Financing Partnership and The May Department
Stores  Company  seeking  to enjoin the development of a  Kaufmann's  department
store  at  the Nittany Mall.  Bon-Ton claims that the proposed Kaufmann's  store
would  violate a restrictive covenant in Bon-Ton's lease with Crown.  Crown  and
May  disputed Bon-Ton's position and filed a counterclaim seeking a  declaratory
judgment that the proposed transaction did not violate the restrictive covenant.
The  parties  stipulated to a trial of all issues (except  the  availability  of
damages  to  Bon-Ton  should it establish liability but not the  entitlement  to
injunctive  relief).  After this trial, the Court ruled in favor  of  Crown  and
May,  denying Bon-Ton's request for injunctive relief and granting  Crown's  and
May's  motion  for a declaratory judgment.  Bon-Ton appealed to the Pennsylvania
Superior Court, and this appeal is pending.  While the final resolution of  this
litigation cannot be presently determined, management does not believe  that  it
will  have  a material adverse effect on the Company's results of operations  or
financial condition.

Commitments

The  Company has various purchase commitments in the normal course of  business.
The Company also has commitments under signed leases with tenants to make future
cash   allowances   and/or  to  construct  tenant  premises,   which   aggregate
approximately $12.0 million as of December 31, 1998, excluding amounts committed
in connection with mall expansions as described in Note 14.

NOTE 14 - MALL ACQUISITIONS AND EXPANSIONS

In May 1998 the Company acquired, in a single transaction, two regional shopping
malls:   Jacksonville Mall in Jacksonville, North Carolina, and Crossroads  Mall
in Beckley, West Virginia.  The two malls include gross leasable area of 416,000
and  450,000 square feet, respectively.  Sears, JCPenney and Belk Stores  anchor
both  malls.   The  total purchase price was approximately  $61  million,  which
includes 10 acres of vacant land available for future development.  The purchase
was  funded from existing credit lines and also from assumption of debt  related
to  one of the properties. Each property is held in a limited partnership  or  a
limited liability corporation.

On  April  29,  1998  the  Independent Trustees approved  the  purchase  of  the
partnership interests in Greater Lewistown Shopping Mall.  The partnership owned
an  existing ground lease interest in Greater Lewistown Plaza, a 192,000  square
feet  non-enclosed  retail shopping center located near Lewistown,  PA  together
with  fee simple interests in 4 separate adjacent parcels that total 0.59  acres
(together  the "Greater Lewistown Plaza"). The partnership had been 99.5%  owned
by  Frank  Pasquerilla and 0.5% owned by Crown American Enterprises,  a  company
that is a wholly-owned indirect subsidiary of Crown Holding.  The purchase price
was  $4.5  million and was paid by the assumption of the existing first mortgage
($3.686  million),  issuance  of  79,551  common  partnership  units  to   Frank
Pasquerilla, valued at $10.183 per unit which was based on the weighted  average
closing  market price of the Company's common shares for the ten days  preceding
the  May  31, 1998 closing date, and a cash payment of $4,071 to Crown  American
Enterprises  for  its  0.5%  ownership  interest.  Greater  Lewistown  Plaza  is
currently 94.4% leased, and the major tenants include a Weis Markets and a  J.C.
Penney store.

In  November  1997  the  Company,  through  a  new  subsidiary,  Crown  American
Acquisitions  I, L.P., acquired Valley Mall located in Hagerstown, Maryland  for
$31.7 million in cash, plus $0.4 million in transaction costs.  The purchase was
funded entirely from the proceeds of the Preferred Share Offering (see Note  6).
Valley  Mall  is  an enclosed regional mall consisting of approximately  613,000
square  feet  of  gross leasable area ("GLA"), of which 123,400 square  feet  is
owned  by  the  current  department store occupant.  In addition,  the  purchase
included  48,762  square  feet of outparcel GLA and  30.8  acres  of  additional
adjacent undeveloped land.

The  Company  has  commenced construction of an expansion and  redevelopment  of
Washington Crown Center and an expansion at Valley Mall.  The total cost of  the
two  projects, including capitalized construction overhead, interest, and tenant
allowances, are estimated at $32 million and $27 million respectively, of  which
$12  million and $4 million, respectively, had been incurred as of December  31,
1998.   In  addition to amounts incurred at December 31, 1998,  the  Company  is
committed  for  future payments under various construction purchase  orders  and
certain  leases.  The Company has secured through a bank lender a $26.8  million
construction  and  three-year  permanent loan for the  Washington  Crown  Center
expansion  and redevelopment; the loan bears interest at LIBOR plus  1.90%,  and
$2.9  million was borrowed and outstanding at December 31, 1998.  For the Valley
Mall  expansion, GE Capital Real Estate (GECRE) has agreed to enter into a  loan
for  up  to $26.0 million.  This $26.0 million loan will be part of the existing
$100  million  acquisition line of credit with GECRE, but will be subject  to  a
separate  loan agreement that is currently being prepared and will bear interest
at  LIBOR  plus 3.0%.   It is anticipated the first construction draw under  the
GECRE loan will occur in spring 1999.

NOTE 15  -  PROPERTY SALES AND DISPOSALS

With  respect to Middletown Mall, a property acquired by the Company on February
1,  1995 from Crown Associates, additional contingent consideration, in the form
of  437,888  common  Partnership  Units, was paid  to  Crown  Investments  Trust
effective  as  of  January  1, 1998, as consideration for  the  contribution  of
Middletown  Mall  to  the  Operating Partnership.  The 437,888  units  represent
approximately  1.2% of the total common Partnership Units outstanding  prior  to
the  issuance of the new units.  In July 1998 the Company sold Middletown  Mall,
together with approximately 60 acres of undeveloped outparcels and vacant  land,
to  an  unrelated third party.  The aggregate purchase price was $12.2  million.
The Company received $8.5 million in cash, net of closing costs, and received  a
$3.5  million  one-year 9.5% mortgage from the purchaser,  secured  by  a  first
mortgage on all the undeveloped land and outparcels and by a second mortgage  on
the  mall.   Gain  on the sale of approximately $1.3 million has  been  deferred
until all conditions for profit recognition under FASB 66 are satisfied.

In  September  1996,  the Company sold its Patrick Henry  Corporate  Center,  an
office building located in Newport News, Virginia to an insurance company.   The
net sales price was $9.45 million, and the net gain was $2.35 million.  Existing
debt  on  the  property  of $5.36 million was repaid from  the  sales  proceeds,
resulting  in $364 thousand extraordinary loss on early extinguishment  of  debt
arising  from  a  prepayment penalty and the write off of  unamoritzed  deferred
financing costs.


Item  9.  Changes  in  and  Disagreements  with  Accountants  on
          Accounting and Financial Disclosure                   

          Not applicable



                                    PART III

Items 10 through 13.            

              In accordance with the provisions of General Instruction G (3) to 
Form 10-K, the information required by Item 10  (Directors and  Executive 
Officers  of the Registrant), Item 11 (Executive  Compensation), Item  12 
(Security Ownership of Certain Beneficial Owners and  Management)  and
Item 13 (Certain Relationships and Related Transactions) is not set forth herein
(except for the information concerning "Executive Officers of the Company" which
appears  at  the  end of Part I hereof) because the Company's  definitive  Proxy
Statement  for its Annual Meeting of Shareholders to be held on April 26,  1999,
which  includes  such information, will be filed with the Commission  not  later
than  120  days after the end of the fiscal year covered by this annual  report.
Such information is incorporated in this annual report by reference, except  for
the information required to be included in the Proxy Statement by paragraphs (k)
and (l) of Item 402 of Regulation S-K.

                                     PART IV

Item 14.       Exhibits, Financial Statement Schedules and Reports on Form 8-K
The financial statements, financial statement schedules and exhibits listed
below are filed as part of this annual report:

(a)            (1)   Financial Statements  

                     Report of Independent Public Accountants      
     
                     Consolidated Statements of Operations of Crown American
                     Realty Trust for the years ended December 31, 1998,
                     1997 and 1996.
                     
                     Consolidated Balance Sheets of Crown American Realty Trust
                     as of December 31, 1998, and 1997.
                          
                     Consolidated Statements of Cash Flows of  Crown American
                     Realty Trust for the  years  ended December 31, 1998, 1997 
                     and 1996.
                     
                     Consolidated Statements of Shareholders' Equity of Crown 
                     American Realty Trust for the years ended December 31, 
                     1998, 1997 and 1996.

                     Notes to Consolidated Financial Statements

              (2)    Financial  Statement  Schedules            

                     Schedule III - Consolidated Real Estate and Accumulated 
                                    Depreciation
                     Schedule IV - Valuation and Qualifying Accounts and
                                   Reserves

 (b)  Reports on Form 8-K     No events which resulted in the filing of a
current report on Form 8-K occurred during the fiscal quarter ended December 31,
1998.

(c)       Exhibits

3.1       Second Amended and Restated Declaration of Trust of the Company. (c)  
3.2       Bylaws of the Company. (c) 
4.1       See Second Amended and Restated Declaration of Trust of the Company,
          (Exhibit 3.1). (c) 4.2   Articles Supplementary Classifying and
          Designating a Series of Preferred Shares (filed as Exhibit 4.4 to the
          Company's Amendment No. 2 to Registration Statement on Form S-3, 
          filed on June 27, 1997)
4.3       Form of Preferred Share Certificate (filed as Exhibit 4.5 to the 
          Company's Amendment No. 2 to Registration Statement on Form S-3,
          filed on June 27, 1997 
10.1      Amended and Restated Agreement of Limited Partnership of Crown 
          American Properties, L.P. (b)
10.2 (a)  First Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (b)
10.2 (b)  Second Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (a)
10.2 (c)  Third Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (a)
10.2 (d)  Fourth Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (f)
10.2 (e)  Fifth Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (g)
10.2 (f)  Sixth Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (g)
10.2 (g)  Amendment dated September 10, 1998, to the Sixth Amendment to
          Amended and Restated Agreement of Limited Partnership of 
          Crown American Properties, L.P. (g)
10.3      Amended and Restated Partnership Agreement of Crown American Financing
          Partnership. (b) 
10.4      Certificate of Incorporation and Bylaws of Crown American Financing 
          Corporation. (b)
10.5      Real Estate Management Agreements between the Operating Partnership 
          and the following entities: 
          (a)   Financing Partnership(g) 
          (b)   Crown American Associates (b)    
          (h)   Crown American WL Associates, L.P., as amended (g)
          (i)   Crown American Acquisition Associates I, L.P. (f)
          (j)   Crown American Lewistown Associates, L.P. (g)
          (k)   Crown American Acquisition Associates II, L.P. (g)
          (l)   Crown American Crossroads LLC (g)
          (m)   Washington Crown Center Associates, L.P. (g)
10.6      Key Executive Bonus Incentive Plan. (c) #
10.7      Retirement Savings Plan.(c) # 
10.8      Sample Indemnification Agreement between the Company and its
          Trustees and officers (together    with a schedule identifying the 
          other agreements not being filed and material differences therein).(b)
10.9      Permanent Loan Agreement between Crown American Financing, L.P. and 
          Crown American W L Associates, L.P. and General Electric Capital
          Corporation (g)
10.10     (Not used) 
10.11     Amended and Restated Cash Flow Support Agreement, dated 
          May 9, 1994 (a)
10.11 (a) Amendment dated December 3, 1997, to the Amended and Restated Cash
          Flow Support Agreement dated May 9, 1994. (f)
10.12     1993 Crown American Realty Option Plan. (c) #
10.13     Amended and Restated Crown American Realty Trustees' Option Plan, as 
          of December 30, 1997 (f) # 
10.14     Sample Option Agreement for Employees (together with a schedule 
          identifying the other agreements not being filed and material 
          differences therein). (b) #
10.15     Sample Option Agreement for Trustees (together with a schedule 
          identifying the other agreements not being filed and material
          differences therein). (b)#
10.16     Option Agreement dated as of April 24, 1995 among CBA Funding, L.L.C.,
          Crown American Realty Trust,  Crown American Properties, L.P. and 
          Crown Investments Trust. (d)
10.17     Registration Rights Agreement dated as of April 24, 1995 between Crown
          American Realty Trust and CBA Funding, L.L.C., as Agent  (d)
10.18     Exchange Agreement dated as of April 24, 1995 among CBA Funding, 
          L.L.C., as Agent, Crown American Realty Trust, Crown American 
          Properties, L.P., Crown Investments Trust and Crown American 
          Investment Company (d)
10.19     Crown American Properties L.P. Savings Restoration Plan (e) #
21        List of subsidiaries of the Company. (g)
23        Consent of Arthur Andersen LLP (g)  
24        Powers of Attorney (g)
99(a)     Press release dated February 25, 1999 (g)
99(b)     Fourth Quarter 1998 Supplemental Financial and Operational Information
          Package (g)

(a)       Filed as an Exhibit to the Company's Report on Form 10K for the year 
          ended December 31, 1994.
(b)       Filed as an Exhibit to the Company's Report on Form 10K for the period
          ended December 31, 1993.
(c)       Filed as an Exhibit to the Company's Registration Statement on Form
          S-11, effective as of August 9, 1993.
(d)       Filed as an Exhibit to Amendment No. 1 to the Company's Registration
          Statement on Form S-3, Registration No. 33-91880, effective as of
          June 9, 1995.
(e)       Filed as an Exhibit to the Company's report on Form 10K for the year
          ended December 31, 1996.
(f)       Filed as an Exhibit to the Company's report on Form 10K for the year 
          ended December 31, 1997.
(g)       Filed herewith
#         Indicates management contract or compensatory plan or arrangement.


SIGNATURES 

             Pursuant to the requirements of Section 13 or  15(d)  of
the Securities Exchange Act of 1934, the Company has duly caused this report  to
be  signed  on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                    CROWN  AMERICAN REALTY TRUST

                                    By      /s/  Frank  J. Pasquerilla
                                            Frank J. Pasquerilla
                                            Chief Executive Officer

Date:  March 9, 1999

         Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following  persons on behalf of the 
Company in the capacities indicated  and  on the  dates  indicated.

Signature                       Title                         Date

/s/Frank J. Pasquerilla         Trustee, Chairman of          March 9, 1999
   Frank J. Pasquerilla         the Board and Chief 
                                Executive Officer

/s/Mark E. Pasquerilla          Trustee, Vice-Chairman        March 9, 1999
   Mark E. Pasquerilla          and President

/s/John M. Kriak                Trustee,  Vice-Chairman       March 9, 1999
   John M. Kriak                and  Chief  Operating
                                Officer (Principal
                                Operating  Officer)

/s/Terry L. Stevens             Senior Vice President         March 9, 1999
   Terry L. Stevens           and Chief Financial Officer

/s/John A. Washko               Vice President and            March 9, 1999
   John A. Washko               Chief  Accounting  Officer              

       *                        Trustee                       March 9, 1999
Clifford A. Barton

       *                        Trustee                       March 9, 1999
Donald F. Mazziotti

       *                        Trustee                       March 9, 1999
Peter J. Siris

       *                         Trustee                      March 9, 1999
Zachary L. Solomon   

 *By:  /s/ Terry L.  Stevens
       Terry L. Stevens
       as Attorney-in-Fact


<TABLE>
<CAPTION>

Schedule III
                                                              
CROWN AMERICAN REALTY TRUST
Consolidated Real Estate and Accumulated Depreciation as of December 31, 1998
(Dollars in Thousands)
                                              
                                                       Costs Capitalized
                                  Initial Cost     Subsequent To Acquisitions
                                        Buildings          Buildings     
                                          and       Land      and      
                Encum-                  Improve-  Improve-  Improve- Carrying
Properties      brances          Land     ments     ments    ments    Costs
<S>              <C>    <C>      <C>       <C>       <C>      <C>      <C>
Bradley Square                                                           
Cleveland, TN  $         (H)  $  7,012 $ 29,385  $ (281) $  2,794 $       
                                                                         
Capital City                                                             
Harrisburg, PA   40,212          1,580   11,269    (193)    9,730     216
                                                                         
Carlisle                                                                 
Carlisle, PA     12,022  (A)       379      611        9    9,019     139
                                                                         
Chambersburg                                                             
Chambersburg,    20,000  (F)     2,363   14,063       38   11,993     271
PA
                                                                         
Crossroads                                                               
Beckley, WV      14,296          2,732   19,941                          
                                                                         
Francis Scott                                                            
Key
Frederick, MD    35,000  (F)     3,784   12,170    (636)   19,824     100
                                                                         
Franklin                                                                 
Washington, PA    2,931          2,977    3,915       44   29,183     355
                                                                         
Greater                                                                  
Lewistown
Lewistown, PA     3,617            657    3,845                          
                                                                         
Jacksonville                                                             
Jacksonville,    27,436  (I)    11,062   26,835                          
NC
                                                                         
Logan Valley                                                             
Altoona, PA      57,000  (G)     2,138      954    2,230   78,450   7,411
                                                                         
Lycoming                                                                 
Williamsport,    35,000  (F)     2,110   14,204     (24)   16,965     638
PA
                                                                         
Martinsburg                                                              
Martinsburg,WV   17,500  (F)     8,375   37,547    (653)    4,114      22
                                                                         
Middletown                                                                
Fairmont, WV             (J)     1,610   10,359  (1,610) (10,360)       1
                                                                         
Mt. Berry                                                                
Square
Rome, GA                 (H)     6,260   37,434        2    4,552        
                                                                         
New River                                                                
Valley
Christiansburg,  17,000  (F)     3,923   27,094       38    5,850        
VA
                                                                         
Nittany                                                                  
State College,   30,000  (F)     6,683    6,204       95   31,109   5,834
PA
                                                                         
North Hanover                                                            
Hanover, PA      20,000  (F)     1,272    1,325      591   15,324     194
                                                                         
Oak Ridge                                                                
Oak Ridge, TN    25,111          9,393   31,323    (272)    8,252   1,371
                                                                         
Pasquerilla                                                              
Plaza
Johnstown, PA    43,489          3,289   23,010        3      741        
                                                                         
Patrick Henry                                                            
Newport News,    50,500  (F)     3,953   22,432       14   16,201     541
VA
                                                                         
Phillipsburg                                                             
Phillipsburg,    30,000  (F)    11,169   50,368       36    3,526        
NJ
                                                                         
Schuylkill                                                               
Frackville, PA   35,857         10,332   24,843      105   10,437       5
                                                                         
Shenango                                                                 
Valley
Sharon, PA               (H)              6,403       22    9,001     151
                                                                         
South                                                                    
Allentown, PA    15,000  (F)     3,465    2,331       23   14,093        
                                                                         
Uniontown                                                                
Uniontown, PA    24,000  (F)              6,635    1,384   33,137   2,540
                                                                         
Valley Mall                                                              
Hagerstown, MD           (H)    12,036   19,945      359    3,360      40
                                                                         
Viewmont                                                                 
Scranton, PA     30,000          1,696    4,602    6,768   39,418   7,701
                   (B),  (F)                                             
West                                                                     
Manchester
York, PA         27,000  (F)     7,694   24,122    2,455   19,928     777
                                                                         
Westgate                                                          
Anchor Pad
Bethlehem, PA                             3,219                          
                                                                         
Wyoming Valley                                                           
Wilkes-Barre,    57,000  (G)     6,825   52,057     (90)    3,249      12
PA
                                                                         
                                                                         
Total          $669,971       $134,769 $528,445  $10,457 $389,890 $28,319
                                                                         
                                                                         
See following page for note references (A) to (J).

</TABLE>


<TABLE>
<CAPTION>


                   Gross Amounts at Which 
                 Carried at Close of Period                          
                          Buildings                                    
                            and                                
                          Improve-            Accum.     Date of         Date  
Properties        Land      ments    Total    Deprec.  Construction   Acquired
<S>               <C>       <C>       <C>        <C>       <C>          <C>
Bradley Square                                                         
Cleveland, TN   $  6,731 $ 32,179  $  38,910 $ (10,103)     1991       
                                                                       
Capital City                                                           
Harrisburg, PA     1,387   21,215     22,602   (11,447)     1974       
                                                                       
Carlisle                                                               
Carlisle, PA         388    9,769     10,157    (5,873)     1964       
                                                                       
Chambersburg                                                           
Chambersburg,      2,401   26,327     28,728   (13,358)     1982       
PA
                                                                       
Crossroads                                                             
Beckley, WV        2,732   19,941     22,673      (868)               1998
                                                                       
Francis Scott                                                          
Key
Frederick, MD      3,148   32,094     35,242   (16,441)     1978       
                                                                       
Franklin                                                               
Washington, PA     3,021   33,453     36,474   (12,242)     1969       
                                                                       
Greater                                                                
Lewistown
Lewistown, PA        657    3,845      4,502      (135)               1998
                                                                       
Jacksonville                                                           
Jacksonville,     11,062   26,835     37,897    (1,135)               1998
NC                                                                    
                                                                       
Logan Valley                                                           
Altoona, PA        4,368   86,815     91,183   (16,641)    1965,
                                                          1995-96
                                                                       
Lycoming                                                               
Williamsport,      2,086   31,807     33,893   (15,539)    1978,
PA                                                         1990
                                                                       
Martinsburg                                                            
Martinsburg,WV     7,722   41,683     49,405   (12,126)    1991       
                                                                         
Middletown                                                             
Fairmont, WV                                                          1995
                                                                       
Mt. Berry                                                              
Square
Rome, GA           6,262   41,986     48,248   (12,532)     1991       
                                                                       
New River                                                              
Valley
Christiansburg,    3,961   32,944     36,905    (9,735)     1988       
VA
                                                                       
Nittany                                                                
State College,     6,778   43,147     49,925   (15,849)    1968,
PA                                                         1970,
                                                           1991       
North Hanover                                                          
Hanover, PA        1,863   16,843     18,706   (10,684)    1967       
                                                                       
Oak Ridge                                                              
Oak Ridge, TN      9,121   40,946     50,067   (16,879)               1989
                                                                       
Pasquerilla                                                            
Plaza
Johnstown, PA      3,292   23,751     27,043    (7,782)     1989       
                                                                       
Patrick Henry                                                          
Newport News,      3,967   39,174     43,141   (12,394)     1987       
VA                                                   
                                                                       
Phillipsburg                                                           
Phillipsburg,     11,205   53,894     65,099   (18,725)     1989       
NJ                                                   
                                                                       
Schuylkill                                                             
Frackville, PA    10,437   35,285     45,722   (18,608)     1980       
                                                                       
Shenango                                                               
Valley
Sharon, PA            22   15,555     15,577    (8,564)     1967,
                                                            1995
                                                                       
South                                                                  
Allentown, PA      3,488   16,424     19,912    (5,956)               1980
                                                                       
Uniontown                                                              
Uniontown, PA      1,384   42,312     43,696   (19,497)     1969,
                                                            1984
                                                            1989       
Valley Mall                                                              
Hagerstown, MD    12,395   23,345     35,740    (1,575)               1997
                                                                       
Viewmont                                                               
Scranton, PA       8,464   51,721     60,185   (15,887)    1968,
                                                          1994-95
                                                                       
West                                                                   
Manchester
York, PA          10,149   44,827     54,976   (14,838)    1981,
                                                           1995
                                                                       
Westgate                                                               
Anchor Pad
Bethlehem, PA               3,219      3,219    (1,031)               1988
                                                                       
Wyoming Valley                                                         
Wilkes-Barre,      6,735   55,318     62,053   (16,981)               1995
PA                                                  
                                                                       
                                                                       
Total           $145,226 $ 946,654 $ 1,091,880 $ (323,425)                 

</TABLE>



<TABLE>
<CAPTION>

Schedule III  (continued)             
                                                                                
                                                                                
CROWN AMERICAN REALTY TRUST
Consolidated Real Estate and Accumulated Depreciation as of December 31, 1998
(Dollars in Thousands)                                     
                                                                                
Depreciation and amortization of the Company's investment in buildings and
improvements reflected in the statements of operations are calculated over the 
estimated useful lives of the assets as follows:
                                                                                
Base Building                                    45 years               
Building                                    10 - 20 years                     
Components
Tenant Improvement                          Terms of Leases or useful lives, 
                                            whichever is shorter
                                                                                
The aggregate cost for Federal income tax purposes was approximately $1,054
million at December 31, 1998.
                                                                                
The changes in total real estate assets and accumulated depreciation and
amortization for the periods February 1, 1993 to August 16, 1993, and 
August 17, 1993 to December 31, 1993, and the years ended December 31, 1994,
1995, 1996, and 1997 are as follows:
                                                                          
                                                                          
                                       Total Real Estate Assets
                                        Years ended December 31,               
                            1998       1997       1996       1995      1994    
<S>                       <C>          <C>         <C>         <C>        <C>
Balance, beginning of  $  984,729  $ 919,469  $ 880,279  $ 799,090  $ 779,184   
period                           
Additions and              59,988     34,230     50,245     46,916     39,809   
improvements
Acquisitions               65,602     31,981                70,180              
Adjustments to                                            (35,000)              
carrying value                                              
Cost of real estate      (16,270)      (341)    (9,612)      (907)   (19,903)   
sold                        
Other writeoffs           (2,169)      (610)    (1,443)                        
Balance, end of        $1,091,880  $ 984,729  $ 919,469  $ 880,279  $ 799,090   
period                    
                                                                               
                               Accumulated Depreciation & Amortization
                                        Years ended December 31,     
                           1998       1997       1996       1995       1994   
                                                                              
Balance, beginning of  $ 292,375   $ 259,099  $ 232,771  $ 190,379  $ 173,930   
period                       
Depreciation and          38,979      33,886     29,987     29,546     24,816   
amortization
Acquisitions                                                12,846              
Cost of real estate      (5,760)                (2,216)               (8,367)   
sold                          
Other writeoffs          (2,169)       (610)    (1,443)                         
Balance, end of        $ 323,425   $ 292,375  $ 259,099  $ 232,771  $ 190,379   
period                       
                                                                               
(A)    Includes $1,250 secured only by a bank letter of credit.
(B)    Includes $30,000 secured only by assignment of leases.
(C)    Improvements are reported net of dispositions.
(D)    Initial cost for constructed malls is cost at end of first complete
       fiscal year subsequent to opening and includes carrying costs on 
       initial construction.
(E)    Carrying costs consist of capitalized construction period interest and
       taxes on expansions and major renovations subsequent to initial
       construction of the mall.
(F)    Thirteen malls in the Financing Partnership are cross-defaulted and 
       cross-collateralized.
(G)    Logan Valley and Wyoming Valley are cross-defaulted and cross-
       collateralized.
(H)    Shenango Valley, Mt. Berry Square, Bradley Square and Valley Mall are
       mortgaged to secure the $50.0 million GECRE working capital line of
       credit.  These four properties are cross-defaulted and cross-
       collateralized.
(I)    Jacksonville is mortgaged to secure the $100.0 million GECRE acquisition 
       line of credit.
(J)    Middletown Mall was sold to an unrelated third party in 1998.

</TABLE>


<TABLE>
<CAPTION>


Schedule IV 
                                                                               
CROWN AMERICAN REALTY TRUST
Valuation and Qualifying Accounts and Reserves
(Dollars in Thousands)                                                
                                                                          
                                                                          
                                                                          
                                                                          
                          Balance                                 Balance
                             at         Additions                   at
                          January   Charged                       December
                             1,       to                             31,
Description                1998     Expense  Other  Deductions      1998
<S>                       <C>        <C>               <C>        <C>
Allowance for doubtful  $   1,966  $     629 $       $ (1,478)   $   1,117
accounts
                                                                          
Reserve for uninsured       3,803      1,273           (1,095)       3,981
risks

</TABLE>



EXHIBIT 10.2 (e)

                           FIFTH AMENDMENT TO AMENDED
                            AND RESTATED AGREEMENT OF
                             LIMITED PARTNERSHIP OF
                         CROWN AMERICAN PROPERTIES, L.P.
                                        


          THIS FIFTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF CROWN AMERICAN PROPERTIES, L.P. (this "Amendment") is made and
entered into as of December 31, 1997 by and among the undersigned parties.

                              W I T N E S S E T H:
                                        
          WHEREAS, Crown American Properties, L.P. (the "Partnership") was
formed as a Delaware limited partnership on July 23, 1993 pursuant to an
Agreement of Limited Partnership dated July 18, 1993, with Crown American Realty
Trust, a Maryland real estate investment trust (the "General Partner"), as
general partner and Crown American Corporation, a Pennsylvania corporation
("CAC"), as limited partner;

          WHEREAS, the General Partner, CAC and Crown Investment Trust, a
Delaware business trust, entered into an Amended and Restated Agreement of
Limited Partnership dated as of August 17, 1993, as amended by a First Amendment
dated as of December 31, 1993, a Second Amendment dated as of January 27, 1995,
a Third Amendment dated as of February 1, 1995; and a Fourth Amendment dated as
of July 1, 1997;

          WHEREAS, capitalized terms used herein and not otherwise defined
herein shall have the meanings given them in the Agreement;

          WHEREAS, the Partnership previously has adopted the 1993 Crown
American Realty Option Plan (the "Option Plan") pursuant to which eligible
employees have been, and will in the future be, granted options to purchase
Partnership Units in the Partnership ("Options");

          WHEREAS, the General Partner deems it advisable to amend the Agreement
to provide expressly for the redemption of Partnership Units issuable upon
exercise of underlying Options;

          WHEREAS, the General Partner has further determined that it is
advisable that such redemption be solely for Shares and that it should occur
automatically upon exercise of the Options and without any further action being
required on the part of the holder of the Options; and

          WHEREAS, the number of Shares issuable upon the exercise of each
Option shall be determined based upon the Conversion Factor in effect at the
time of such exercise.

          NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

          1.   Amendment to Article IX.  The Agreement is hereby amended to add
thereto a new Section 9.5 as follows:

             9.5.     Redemption of Partnership Units Issuable Upon exercise  of
                Options.    Notwithstanding  the  other   provisions   of   this
                Agreement, including without limitation Section 9.3 hereof,  the
                provisions  of  this  Section 9.5 shall apply  with  respect  to
                options  ("Options") currently issued or that may be  issued  in
                the   future   to  employees  of  the  Partnership  to   acquire
                Partnership  Units under the 1993 Crown American  Realty  Option
                Plan  or  any  successor or supplementary plan.  Any Partnership
                Units  issuable upon exercise of Options will be  deemed  to  be
                automatically  redeemed immediately upon exercise and  exchanged
                for a corresponding number of Shares determined by reference  to
                the  Conversion  Factor in effect at the time of such  exercise.
                The  Partnership  shall  retain the  exercise  price  and  shall
                deliver  to  the  General  Partner  a  corresponding  number  of
                Partnership Units in exchange for the shares to be delivered  by
                the Partnership to the person excercising the Options.
                
          2.   Ratification of Agreement.  As amended hereby, the provisions of
the Agreement are hereby ratified and confirmed in all respects.

          3.   Miscellaneous.  This Amendment shall be governed by and construed
in accordance with the laws of the State of Delaware, and shall be binding upon
and shall inure to the benefit of all Partners, and their legal representatives,
heirs, successors and permitted assigns.  This Amendment may be executed in
counterparts, each of which shall constitute an original, but all of which shall
constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused this Amendment to be executed as of the day and year first above written.



                               GENERAL PARTNER:
                               
                               CROWN AMERICAN REALTY TRUST,
                                  a Maryland real estate investment trust
                               
                               By:      /s/ John M. Kriak
                                  Name:  John M. Kriak
                                  Title: Executive Vice-President
                               
                               
                               
                               INITIAL LIMITED PARTNER:
                               
                               CROWN INVESTMENTS TRUST,
                                  a Delaware business trust
                               
                               By:       /s/ Ronald P. Rusinak
                                  Name:  Ronald P. Rusinak
                                  Title: Vice-President
                               
                               ADDITIONAL LIMITED PARTNER:
                               
                               CROWN AMERICAN INVESTMENT COMPANY,
                                  a Delaware corporation
                               
                               By:       /s/ Ronald J. Hamilton
                                  Name:  Ronald J. Hamilton
                                  Title: Vice President
                               
                             
 
EXHIBIT 10.2 (f)

                     SIXTH AMENDMENT TO AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                           CROWN AMERICAN PROPERTIES, L.P.

          THIS SIXTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF CROWN AMERICAN PROPERTIES, L.P. (this "Amendment") is made and
entered into as of the 28th day of May, 1998 by and among the undersigned
parties.  The effective date of this Amendment is as provided in Section 10
hereof.

                                   WITNESSETH:

          WHEREAS, Crown American Properties, L.P. (the "Partnership") was
formed as a Delaware limited partnership on July 23, 1993 pursuant to an
Agreement of Limited Partnership dated July 18, 1993, with Crown American Realty
Trust, a Maryland real estate investment trust (the "General Partner"), as
general partner and Crown American Corporation, a Pennsylvania corporation
("CAC"), as limited partner;

          WHEREAS, the General Partner, CAC and Crown Investment Trust, a
Delaware business trust, entered into an Amended and Restated Agreement of
Limited Partnership dated as of August 17, 1993, as amended by a First Amendment
dated as of December 31, 1993, a Second Amendment dated as of January 27, 1995,
a Third Amendment dated as of February 1, 1995; a Fourth Amendment dated as of
July 1, 1997; and a Fifth Amendment dated as of December 31, 1997 (the
"Agreement") in which certain amendments added Additional Limited Partners to
the Partnership;

          WHEREAS, capitalized terms used herein and not otherwise defined
herein shall have the meanings given them in the Agreement;

          WHEREAS, the Partners have determined that it is in the best interests
of the Partnership for Pasquerilla and Crown American Enterprises, Inc., a
Pennsylvania corporation ("CAE") to contribute their respective interests in
Greater Lewistown Shopping Mall, a Pennsylvania general partnership ("GLSP") of
which Pasquerilla and CAE are the sole partners (the "Interests") to Crown
American Lewistown Associates, L.P., a Pennsylvania limited partnership
("CALA"), of which the Partnership is a limited partner holding 99.5% interest
in exchange for (1) the issuance of Additional Interests pursuant to Section 9.3
of the Agreement to Frank J. Pasquerilla ("Pasquerilla"), (2) a cash payment to
CAE and (3) the assumption of certain indebtedness owed by GLSP to NBOC Bank
pursuant to a certain Loan Agreement dated April 29, 1996 by and between GLSP
and NBOC Bank for a principal amount of $3,850,000 (the "Senior Indebtedness").

          WHEREAS, the sole assets of GLSP are (a) Ground Lease dated as of May
18, 1965 by and between Stanley H. Rothermel and George D. Zamias, as amended,
as described on Exhibit A attached hereto (the "Ground Lease") and (b) a fee
interest in (i) two parcels totaling 0.40 acres, and (ii) a fee interest in two
parcels totaling 0.19 acres, as described on Exhibit B (the "Fee Interests")
attached hereto (the Ground Lease and the Fee Interests are collectively, the
"Property");

          WHEREAS, the Partners desire to have Pasquerilla admitted as a limited
partner of the Partnership pursuant to Section 9.3 of the Agreement; and

          WHEREAS, by virtue of the contribution by Pasquerilla of his Interests
to CALA, Pasquerilla will be entitled to a limited partnership Percentage
Interest in the Partnership (which Percentage Interests will be determined after
giving effect to the issuance of such Additional Interests to Pasquerilla.

          NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

          1.   Capital Contributions.  Concurrently with the execution and
delivery of this Amendment, Pasquerilla and CAE shall  transfer or cause to be
transferred to CALA, as its contribution to the capital of the Partnership,
their Interests.  The contribution of the Property to CALA on behalf of the
Partnership shall be deemed a proper contribution of property desirable to
further the purposes of the Partnership under Section 2.3 of the Agreement.

          2.   Issuance of Additional Partnership Interests and Admittance of
Limited Partners.

          (a)  In exchange for the capital contributions referred to in
     Section 1 hereof, the Partnership shall issue Additional Interests to
     Pasquerilla in accordance with Section 9.3 of the Agreement in accordance
     with the following formula:  $4,500,000 less the amount of the Senior
     Indebtedness assumed by CALA (the "Net Consideration"), multiplied by
     0.995, divided by the average trading price of the shares for the ten (10)
     trading days prior to the earlier of a public announcement of the
     transaction or closing of the purchase.  The number of Additional Interests
     to be issued to Pasquerilla shall be determined conclusively by the General
     Partner pursuant to the formula set forth above and issued to Pasquerilla
     no later than [thirty days] after the effective date hereof.  The
     determination by the General Partner of the aggregate number of Additional
     Interests and the aggregate amount of cash to be so issued shall, absent
     manifest error, be conclusive and binding on the parties.  Promptly upon
     making such determination, the General Partner, the Additional Limited
     Partners and Pasquerilla shall execute an addendum to this Amendment
     substantially in the form of Annex 1 hereto, with appropriate insertions
     (the "Addendum"), setting forth the total number of Partnership Units
     outstanding and the Percentage Interest of each Partner in the Partnership,
     after giving effect to the transactions contemplated hereby.
          
          (b)  CAE shall receive cash in an amount equal to the Net
     Consideration multiplied by 0.005.
          
          (c)  Concurrently with the date hereof and the contribution to the
     Partnership of the Interests referred to in Section 1 hereof, Pasquerilla
     shall be admitted as a limited partners in the Partnership (an "Additional
     Limited Partner").
          
          (d)  The Partnership Units to be issued to Pasquerilla pursuant hereto
     will be ordinary in nature and will not be Preferred Partnership Interests
     or Preferred Partnership Units.
     
          3.   Concurrent Transactions.  Concurrently with, or as soon as
practicable after, the execution and delivery of this Amendment, the following
events shall occur, the following transactions shall be consummated and/or the
following documents shall be executed and delivered:

          (a)  CALA, Pasquerilla and CAE will consummate the contribution of the
     Interests to CALA pursuant to an Assignment and Assumption and the
     transaction contemplated thereunder, which shall provide, inter alias for
     the assumption by CALA of the Senior Indebtedness; and
          
          (b)  the Partnership shall execute and deliver such further
     instruments and undertake such further acts as may be necessary or
     desirable to carry out the intent and purposes of the Agreement and this
     Amendment and as are not inconsistent with the terms thereof and hereof.
          
          4.   Apportionments.  With respect to the Interests contributed to
CALA by Pasquerilla and CAE on the date hereof, CALA, on one hand, and
Pasquerilla and CAE, on the other hand, shall apportion the Apportioned Items
(as defined in Exhibit G to the Agreement), as of the close of business on the
date immediately preceding the date hereof, between CALA, on one hand, and
Pasquerilla and CAE, on the other hand, in accordance with the provisions of
such Exhibit G.  All references to "Crown" shall be deemed to refer to GLSP.
All references to "Initial Limited Partner" shall be deemed to refer to
Pasquerilla and CAE.  All references to the "Partnership" shall be deemed to
refer to  CALA.  [Such apportionments shall be determined in the manner set
forth in Section 5.4 of the Agreement (with corresponding references to "the
date hereof" being deemed to refer to the date of this Amendment).]  Any net
amounts owing after giving effect to such apportionment shall be settled by a
payment in cash to the party entitled thereto on the date such property is
contributed or as soon thereafter as is practicable.

          5.   Representations and Warranties of Pasquerilla and CAE.
Pasquerilla and CAE represent and warrant to the Partnership and the General
Partner that:

          (a)  Organization; Authority.  GLSP is duly organized and validly
     existing under the laws of the Commonwealth of Pennsylvania
          
          (b)  Due Authorization: Binding Agreement.  This Amendment has been
     duly executed and delivered by Pasquerilla and constitutes a legal, valid
     and binding obligation of him, enforceable against him in accordance with
     the terms hereof.  CAE has joined in this Amendment for purposes of this
     Section 5 (the "Joinder"), which such Joinder has been duly authorized,
     executed and delivered by CAE and constitutes a legal, valid and binding
     obligation of it, enforceable against it in accordance with the terms
     hereof.
          
          (c)  Consents and Approvals.  No consent, waiver, approval or
     authorization of, or filing, registration or qualification with, or notice
     to, any governmental unit or any other person is required to be made,
     obtained or given by Pasquerilla and CAE in connection with the execution,
     delivery and performance of this Amendment.
          
          (d)  No Violation.  None of the execution, delivery or performance of
     this Amendment by Pasquerilla and or the Joinder by CAE does or will, with
     or without the giving of notice, lapse of time or both, (i) violate,
     conflict with or constitute a default under any term or condition of
     (A) the organizational documents of GLSP or CAE, or any Significant
     Agreement to which GLSP, Pasquerilla or CAE is a party or by which GLSP,
     Pasquerilla or CAE or the Property is bound, or (B) any terms or provision
     of any judgment, decree, order, statute, injunction, rule or  regulation of
     a governmental unit applicable to GLSP or Pasquerilla and CAE, or any
     Significant Agreement to which GLSP, Pasquerilla or CAE is a party or by
     which GLSP, Pasquerilla or CAE or their assets are bound or (ii) result in
     the creation of any Lien or other encumbrance upon the Property.
          
          (e)  Compliance with Laws.  To the best of Pasquerilla's and CAE's
     knowledge, the Property is in compliance with all laws applicable to the
     use and operation of the Property and all licenses and permits required for
     the use or operation of the Property have been obtained, except where the
     failure to so comply or obtain could not or would not have a material
     adverse effect on the Property.  To the best of Pasquerilla's and CAE's
     knowledge, such licenses and permits are in full force and effect,
     Pasquerilla and CAE have not taken any action that would (or failed to take
     any action the omission of which would) result in the revocation of such
     licenses or permits and Pasquerilla and CAE have not received any notice of
     violation from any federal, state or municipal entity or notice of an
     intention by any such government entity to revoke any certificate of
     occupancy or other certificate, license or permit issued by it in
     connection with the use of the Property or any part thereof, that in each
     case has not been cured or otherwise resolved to the satisfaction of such
     government entity, except where such failure or such action could not or
     would not have a material adverse effect on the Property.
          
          (f)  Environmental Matters. Pasquerilla and CAE have not knowingly
     caused or permitted any Hazardous Material to be improperly maintained or
     disposed of on, under or at the Property or any part thereof in
     concentrations which exceed cleanup guidelines under applicable
     Environmental Laws.  To the best of Pasquerilla's and CAE's knowledge:
     (i) the Property is in compliance, and has heretofore complied, in all
     material respects with all Environmental Laws, (ii) none of Pasquerilla,
     CAE or GLSP have received any written notice from any governmental unit or
     other person that it, its current or former operations or the Property now
     or heretofore leased or used by it or any of its predecessors, is not or
     has not been in compliance with any Environmental Laws or that it has any
     material liability with respect thereto, (iii) there are no administrative,
     regulatory or judicial proceedings pending or threatened against GLSP
     pursuant to, or alleging any material violation of, or material liability
     under any Environmental Laws relating to the Property, (iv) except in
     compliance in all material respects with all Environmental Laws, the
     Property has not been used as a storage or disposal site (whether temporary
     or permanent) for any hazardous, toxic or dangerous materials the storage
     or disposal of which is governed by any Environmental Laws, and (v) there
     are no underground storage tanks located on, under or about the Property
     which are not in compliance with all applicable Environmental Laws,
     including the notification requirements under Section 9002 of the Solid
     Waste Disposal Act, as now or hereafter amended (42 U.S.C.  6991, 6991a),
     and there is no facility located on or at the Property that is subject to
     the reporting requirements of Section 312 of the Federal Emergency Planning
     and Community Right to know Act of 1986 and the federal regulations
     promulgated thereunder (42 U.S.C.  11022).
          
          (g)  Rent Roll.  The rent roll for the Property attached hereto as
     Exhibit C, is true, correct and complete and there are no renewal or
     extension options other than those summarized on each of such rent rolls,
     except in each case to the extent any inaccuracies would not, individually
     or in the aggregate, have a material adverse effect on the value of the
     Property.
          
          (h)  Significant Agreements.  Each of the Significant Agreements is
     valid and binding and in full force and effect, enforceable against the
     parties thereto in accordance with its terms, subject to the bankruptcy or
     insolvency of such parties, similar laws of general applicability relating
     to or affecting creditors' rights and to general equity principles.
          
          (i)  Ownership of the Property.  Prior to its conveyance to the
     Partnership, GLSP is the sole owner of the Property, and upon such
     contributions to CALA pursuant to Section 1 hereof, CALA will have good,
     valid and marketable title thereto, free and clear of all Liens, other than
     the Senior Indebtedness and Permitted Exceptions.
          
          (j)  Litigation.  There are no claims, actions, suits, proceedings or
     investigations pending or, to the best of Pasquerilla's and CAE's
     knowledge, threatened before any court, governmental unit or any arbitrator
     with respect to the Property which are not adequately covered by insurance.
          
          (k)  Non-Foreign Status.  Neither of Pasquerilla and CAE are a
     "foreign person" within the meaning of Section 1445(f) of the Code or a
     "foreign partner" within the meaning of Section 1446 of the Code.
          
          (l)  Transfer Taxes.  There are no transfer taxes payable, accruing or
     otherwise arising out of the transfer of the Property to CALA which shall
     not have been paid prior to the date hereof or for which a cash provision
     in the amount of such taxes has not been made.
          
          (m)  Service Agreements.  Service Agreements appropriate for the
     intended use and operation of the Property have been entered into and,
     except for any such Service Agreements that are necessary for the intended
     use and operation of the Property, are terminable by the owner of the
     Property within not more than 45 days.
          
          (n)  Property Equipment.  The equipment located at the Property is
     sufficient to permit the full operation of the improvements for their
     intended purpose.
          
          (o)  Condemnation Proceedings.  No proceedings have been commenced,
     or, to the best of Pasquerilla's and CAE's knowledge, threatened, by an
     authority having the power of eminent domain to condemn any part of the
     Property or any improvements thereon or, to the best of Pasquerilla's and
     CAE's knowledge, any property owned by a party to a reciprocal easement
     agreement affecting the Property.
          
          (p)  Bankruptcy and Insolvency.  To the best of Pasquerilla's and
     CAE's knowledge, none of the tenants now occupying the Property or having a
     current lease affecting the Property is the subject of any bankruptcy,
     reorganization, insolvency or similar proceedings.
          
          (q)  Insurance.  The disclosure schedule attached hereto as Exhibit D
     (the "Property Disclosure Schedule") sets forth an accurate and complete
     list of the insurance policies relating to the Property or any part thereof
     and naming GLSP as an insured; all such policies are in full force and
     effect and all premiums thereunder have been paid to the extent due; and no
     notice of cancellation has been received with respect thereto and, to the
     best of GLSP's, Pasquerilla's and CAE's knowledge, none is threatened.
          
          (r)  Full Disclosure.  No representation or warranty by Pasquerilla
     and CAE herein contains any untrue statement of a material fact or omits to
     state a material fact necessary in order to make the statements contained
     herein, in light of the circumstances under which they were made, not
     misleading.
          
          Neither Pasquerilla nor CAE owns, directly or indirectly, (i) one
     percent (1%) or more of the total combined voting power of all classes of
     stock entitled to vote, or one percent (1%) or more of the total number of
     shares of all classes of stock, of any corporation that is a tenant of the
     Property, or (ii) an interest of one percent (1%) or more in the assets or
     net profits of any tenant of the Property.
          
          (s)  REAs and Leases.  To the best of Pasquerilla's and CAE's
     knowledge, no condition exists which, with the giving of notice or the
     passage of time, or both, would permit any party to cancel its obligations
     under any reciprocal easement agreement or lease affecting the Property or
     to be relieved of its operating covenants thereunder.  Pasquerilla and CAE
     have not received written notice or, to the best of their knowledge, any
     notice, whether or not in writing, that any anchor tenant operating a store
     at the Property as of the date hereof intends either to cease such
     operation (other than temporarily due to casualty, remodeling, renovation
     or any similar cause) or to cease operating under the name under which it
     was operating as of the date hereof.
          
          (t)  Alterations.  All alterations, improvements or other work
     required to have been completed by GLSP under any reciprocal easement
     agreement and lease to which it is a party affecting the Property,
     including, without limitation, all alterations, improvements and other work
     required to prepare space for the initial occupancy of each tenant under a
     lease, has heretofore been completed and paid for in full.
          
          (u)  Independent Unit.  The Property is an independent unit which does
     not now rely on any facilities (other than facilities covered by Permitted
     Exceptions, including, without limitation, any reciprocal easement
     agreements or facilities of municipalities or public utility and water
     companies and other than parking areas which the Property makes use of
     under any reciprocal easement agreements) located on any property not
     included in the Property to fulfill any municipal or governmental
     requirement or for the furnishing to the Property, or any part thereof, of
     any essential building systems or utilities.
          
          (v)  Easements and Restrictive Covenants.  Neither Pasquerilla nor CAE
     have received or been informed in writing of the receipt of any written
     notice which is still in effect that there is, and, to the best of their
     knowledge, there does not exist, any violation of a condition or agreement
     contained in any easement, restrictive covenant or any similar instrument
     or agreement affecting the Property, or any portion thereof.
          
          (w)  Radius Clauses.  To the best of Pasquerilla's and CAE's knowledge
     (but without having made any special investigation), the Property is not in
     violation of any radius restrictions, exclusive or similar provisions
     contained in any reciprocal easement agreements, tenant leases or any other
     agreements with the parties to any reciprocal easement agreements or leases
     affecting the Property.
          
          For the purposes of the above representations and warranties, a
statement that a fact is true to "the best of Pasquerilla's and CAE's knowledge"
or words of similar import means that, after due investigation including
reasonable inquiry (unless the context otherwise requires) made by Pasquerilla
or any director, officer, agent or employee of CAE actually knows such statement
to be untrue.

          6.   Applicability of Article XII.  The provisions of Article XII
(other than Section 12.1, 12.7 and 12.8) of the Agreement applicable to the
Initial Limited Partner with respect to representations and warranties made by
it shall be applicable to Pasquerilla and CAE with respect to the
representations and warranties made by Pasquerilla and CAE in Section 5 hereof
(it being understood for this purpose that any reference therein to the
Completion of the Offering shall be deemed to refer to the date of the
contribution by Pasquerilla and CAE to the Partnership of their respective
interests in the Property and any reference to Article XII or a respective
Section thereunder shall be deemed to refer to Section 5 hereof or the
respective subsection thereunder.  In addition for purposes of this Section 6,
Article XII will be amended as follows:

          (a)  Clause (ii) in Section 12.3 shall be deleted.
          
          (b)  Section 12.4(b) shall be amended by replacing "$1,000,000" in
     lines 4, 6 and 11 thereof with "$10.00".
          
          (c)  The term "Pledged Shares" set forth in Section 12.5 of the
     Agreement shall be deemed to include the Partnership Units issued to
     Pasquerilla pursuant to Section 2 hereof.

          7.   Amendment of the definition of "Partnership Unit".  Upon the
issuance of Additional Interests to Pasquerilla, respectively, in exchange for
the contribution of his interest in the Property pursuant to Section 2 hereof,
the definition of "Partnership Unit" in Section 1.1 of the Agreement shall be
deemed amended and restated in its entirety in accordance with the provisions of
the Addendum.

          8.   Ratification of Agreement.  As amended hereby, the provisions of
the Agreement are hereby ratified and confirmed in all respects.
          
          9.   Miscellaneous.  This Amendment shall be governed by and construed
in accordance with the laws of the State of Delaware, and shall be binding upon
and shall inure to the benefit of all Partners, and their legal representatives,
heirs, successors and permitted assigns.  This Amendment may be executed in
counterparts, each of which shall constitute an original, but all of which shall
constitute one and the same instrument.
          
          10.  Effective Date.  This Amendment shall be effective as of May 31,
1998; provided, however, that the parties hereto, by unanimous consent, may
designate an earlier effective date if appropriate to more adequately effect the
intent of the parties.
          IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused this Amendment to be executed as of the day and year first above written.

                               GENERAL PARTNER:
                               CROWN AMERICAN REALTY TRUST,
                                  a Maryland real estate investment trust
                               
                               By:         /s/John M. Kriak
                                  Name:   John M. Kriak
                                  Title:  Executive Vice President
                               
                               INITIAL LIMITED PARTNER:
                               CROWN INVESTMENTS TRUST,
                                  a Delaware business trust
                               
                               By:       /s/Ronald P. Rusinak
                                  Name:  Ronald P. Rusinak
                                  Title: Vice President
                               
                               ADDITIONAL LIMITED PARTNERS:
                               CROWN AMERICAN INVESTMENT COMPANY,
                                  a Delaware corporation
                               
                               By:       /s/ John M. Kriak
                                  Name:  John M. Kriak
                                  Title: Executive Vice President
                               
                               
                               
                                 /s/ Frank J. Pasquerilla
                                     Frank J. Pasquerilla


                                 LIMITED JOINDER

          Crown American Enterprises, Inc., as an inducement to the parties
hereto to enter into this Amendment and intending to be legally bound, has
executed this Limited Joinder solely for the purpose of agreeing to be bound by
the provisions of Section 5 of this Amendment.

          IN WITNESS WHEREOF, this Limited Joinder is executed as of the date
first above written.


                              CROWN AMERICAN ENTERPRISES, INC.
                              
                              
                              By:  /s/ Frank J. Paquerilla
                                   Frank J. Pasquerilla
                                   Chief Executive Officer
                              

                               
                               
                                                        EXHIBIT A


                           Description of Ground Lease

          Lease from Stanley H. Rothermel and Helen D. Rothermel (the "Ground
Lessor") to George D. Zamias and Crown Construction Company dated May 18, 1965,
a memorandum of which is recorded in the Recorder's Office of Mifflin County,
Pennsylvania (the "Recorder's Office") in Deed Book Volume 162, Page 334; as
amended by Amendment dated July 23, 1965 and recorded in the Recorder's Office
in Record Book Volume 171. Page 433; as assigned by Assignment of Lease from
George D. Zamias and Crown Construction Company to Greater Lewistown Shopping
Plaza, Inc. dated December 17, 1965, and recorded in the Recorder's Office in
Misc. Book Volume 59, Page 843; as amended by Agreements dated March 10, 1966
and January 28, 1967 and recorded in the Recorder's Office in Record Book Volume
171, Page 439; as assigned by Assignment of Lease from Greater Lewistown
Shopping Plaza, Inc., a Pennsylvania corporation, to Greater Lewistown Shopping
Plaza, a Pennsylvania general partnership of Frank J. Pasquerilla and George D.
Zamias dated April 5, 1985; as amended by Second Amendment of Lease dated June
9, 1995; as amended by Third Amendment of Lease by and between Mellon Bank and
Helen D. Rothermel, Co-Trustees of the Treat created under the Will of Stanley
E. Rothermel, deceased, and Helen D. Rothermel, individually, and Greater
Lewistown Shopping Plaza, a Pennsylvania general partnership, dated April 1,
1996, a memorandum of which is dated April 1, 1996 and recorded in the
Recorder's Office on April 22, 1996 in Record Book Volume 432, Page 1873.

                                                        EXHIBIT B


FIRST:

     ALL THAT CERTAIN tract or parcel of land situate in the Borough of Burnham,
Mifflin County, Pennsylvania, more particularly bounded and described as
follows:

TRACT NO. 1

     BEGINNING at an iron pin on the western right of way of Logan Boulevard
(S.R. 1005), said iron pin being a common corner of land now or formerly of
Greater Lewistown Shopping Plaza; thence along said right of way, South 29
degrees 30 minutes East, 78.00 feet to a point; thence along land now or
formerly of Greater Lewistown Shopping Plaza, Inc., South 60 degrees 45 minutes
West, 159.25 feet to an iron pin; thence along land now or formerly of
Stanley H. Rothermel and Helen D. Rothermel and leased by Greater Lewistown
Shopping Plaza, Inc., North 31 degrees 39 minutes 55 seconds West, 55.05 feet to
an iron pin; thence along said land, North 26 degrees 11 minutes 23 seconds
West, 23.03 feet to an iron pin; thence along land now or formerly of Greater
Lewistown Shopping Plaza, North 60 degrees 45 minutes East, 160.00 feet to an
iron pin, the place of beginning.

     CONTAINING 0.29 acres.

TRACT NO. 2:

     BEGINNING at a point on the western right of way of Logan Boulevard
(S.R. 1005), said point being a common corner of land now or formerly of Greater
Lewistown Shopping Plaza, Inc., thence along said right of way, South 29 degrees
30 minutes East, 30.00 feet to an iron pin; thence along land now or formerly of
Stanley H. Rothermel and Helen D. Rothermel and leased by Greater Lewistown
Shopping Plaza, Inc., South 60 degrees 45 minutes West, 158.58 feet to an iron
pin; thence along said land, North 30 degrees 46 minutes 45 seconds West, 30.01
feet to an iron pin; thence along land now or formerly of Greater Lewistown
Shopping Plaza, Inc., North 60 degrees 45 minutes East, 159.25 feet to an iron
pin, the place of beginning.

     CONTAINING 0.11 acres

     BEING the same property which Greater Lewistown Shopping Plaza, Inc., by
its deed dated April 10, 1996 and recorded in the Recorder's Office of Mifflin
County, Pennsylvania on April 30, 1996 in Record Book Volume 432, page 2524, as
amended by Corrective Deed dated April 29, 1996 and recorded on April 30, 1996
in Record Book Volume 432, page 2350 granted and conveyed to Grantor herein.

SECOND:

     ALL those certain pieces, parcels or lots of ground situate in the Borough
of Burnham, County of Mifflin and Commonwealth of Pennsylvania, bounded and
described as follows, to wit:

TRACT NO. 1:

     FRONTING 22 feet, more or less, on the State Highway, formerly Lewistown
and Kishacoquillas Turnpike, and extending back 160 feet to lands now of Stanley
Rothermel and wife (formerly Joseph Kelley); bounded on the North by property
now or formerly of Robert Shuttlesworth, on the West by property now or Stanley
Rothermel and wife (formerly Joseph Kelley), on the South by property now or
formerly of Paul C. Runkle, and on the East by State Highway, formerly Lewistown
and Kishacoquillas Turnpike.

Tax Map Reference No. 08-08-119.

TRACT NO. 2:

     FRONTING 30-1/2 feet on Logan Boulevard, formerly Lewistown and
Kishacoquillas Turnpike, and extending back between two parallel lines about 160
feet to property now or formerly of Joseph Kelley, bounded on the North by
remainder of Lot No. 42, on the East by said Logan Boulevard, on the South by
remainder of property of which this is a part, and on the West by land now or
formerly of Joseph Kelley.

     BEING the same premises Greater Lewistown Shopping Plaza, Inc., a
Pennsylvania corporation, by Deed dated April 10, 1996 and recorded among the
records of Mifflin County on April 30, 1996 in Deed Book Volume 432, Page 2524,
sold and conveyed to Greater Lewistown Shopping Plaza, a Pennsylvania general
partnership.



                   ADDENDUM TO SIXTH AMENDMENT TO AMENDED AND
                  RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
                            CROWN AMERICAN PROPERTIES, L.P.

          THIS ADDENDUM TO SIXTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF CROWN AMERICAN PROPERTIES, L.P. (this "Addendum") is made
and entered into as of the 16th day of June, 1998 by and among the undersigned
parties.  Capitalized terms not otherwise defined shall have same definitions as
set forth in the Sixth Amendment.

          1.  Pursuant to Section 9.3 of the Agreement and Sections 1 and 2 of
the Sixth Amendment, Pasquerilla has contributed his respective Interests in
GLSP to CALA in exchange for the issuance by the Partnership to Pasquerilla of
the following Additional Interests:

             Additional                           Additional
          Limited Partner                         Interests

            Pasquerilla                           79,551 Partnership Units

          2.  The definition of "Partnership Unit" in Section 1.1 of the
Agreement is accordingly amended and restated in its entirety to read as
follows:

               "Partnership Unit" shall mean a fractional, undivided share of
          the Partnership Interests of all Partners issued pursuant hereto.  As
          of May 31, 1998, there shall be considered to be 36,431,842
          Partnership Units outstanding, with each 1,000 Partnership Units
          representing a .02745% Percentage Interest in the Partnership.  The
          allocation of Partnership Units as of such date is as follows:

                  General Partner
                  (the REIT):             26,475,444 Partnership Units

                  Initial Limited
                  Partner (CIT):           8,090,388 Partnership Units

                  Additional Limited
                  Partner (CAIC):          1,786,459 Partnership Units

                  Additional Limited
                  Partner (Pasquerilla):      79,551 Partnership Units


          IN WITNESS WHEREOF, the parties hereto have duly executed this
Addendum this 16th day of June, 1998.


                               GENERAL PARTNER:
                               CROWN AMERICAN REALTY TRUST,
                                  a Maryland real estate investment trust
                               
                               By:       /s/John M. Kriak
                                  Name:  John M. Kriak
                                  Title: Chief Financial Officer
                               
                               INITIAL LIMITED PARTNER:
                               CROWN INVESTMENTS TRUST,
                                  a Delaware business trust
                               
                               By:       /s/Ronald P. Rusinak
                                  Name:  Ronald P. Rusinak
                                  Title: Vice-President
                               
                               ADDITIONAL LIMITED PARTNERS:
                               CROWN AMERICAN INVESTMENT COMPANY,
                                  a Delaware corporation
                               
                               By:        /s/John M. Kriak
                                  Name:   John M. Kriak
                                  Title:  Executive Vice-President
                               
                               
                               /s/ Frank J. Pasquerilla
                               Frank J. Pasquerilla
 

EXHIBIT 10.2 (g)
                                    AMENDMENT
                                        
                                        
                                        
      THIS  AMENDMENT  TO SIXTH AMENDMENT TO AMENDED AND RESTATED  AGREEMENT  OF
LIMITED PARTNERSHIP OF CROWN AMERICAN PROPERTIES, L.P., made as of this 10th day
of September, 1998,

By  Crown American Realty Trust, sole General Partner; Crown Investments  Trust,
Initial  Limited Partner; Crown American Investment Company, Additional  Limited
Partner, and Frank J. Pasquerilla, Additional Limited Partner,

                              W I T N E S S E T H:
                                        
     WHEREAS, Crown American Properties, L.P. (the "Partnership") was formed  as
a  Delaware  limited partnership on July 23, 1993, pursuant to an  Agreement  of
Limited  Partnership dated July 18, 1993, with Crown American  Realty  Trust,  a
Maryland  real  estate investment trust (the "General Partner"),  as  a  general
partner  and Crown American Corporation, a Pennsylvania corporation ("CAC"),  as
limited partner;

      WHEREAS, the General Partner, CAC and Crown Investments Trust, a  Delaware
business  trust,  entered  into  an Amended and Restated  Agreement  of  Limited
Partnership  dated as of August 17, 1993, as amended by a First Amendment  dated
as  of  December 31, 1993, a Second Amendment dated as of January  27,  1995,  a
Third  Amendment dated as of February 1, 1995; a Fourth Amendment  dated  as  of
July  1,  1997;  a Fifth Amendment dated as of December 31, 1997,  and  a  Sixth
Amendment  dated  as  of  May  28,  1998; (the  "Agreement")  in  which  certain
amendments added Additional Limited Partners to the Partnership;

      WHEREAS,  capitalized terms used herein and not otherwise  defined  herein
shall have the meanings given them in the Agreement;

      WHEREAS,  the parties hereto intend to modify the Effective  Date  of  the
Sixth Amendment as provided in Section Ten (10) of the Sixth Amendment.

      NOW,  THEREFORE,  in  consideration of the foregoing  and  of  the  mutual
covenants   and  agreements  herein  contained  and  other  good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:

      1.    Effective  Date (Section Ten {10} of the Sixth Amendment)  shall  be
amended by adding the following paragraph to the end thereof:

      "The  parties  agree  that  it  shall be in  the  best  interests  of  the
Partnership  that  the Effective Date shall be May 1, 1998,  in  order  to  more
adequately effect the intent of the parties.  Notwithstanding the aforesaid, the
Issuance  of Additional Partnership Interests and Admittance of Limited Partners
as  set  forth in Section Two (2) hereof shall use May 31, 1998 as the date  for
the calculation for the issuance of Additional Partnership Interests only."


     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to
the Sixth Amendment To Amended and Restated Agreement of Limited Partnership  of
Crown American Properties, L.P., as of the 10th day of September, 1998.


                    GENERAL PARTNER:
                    CROWN AMERICAN REALTY TRUST,
                         a Maryland real estate investment trust
     
     
     
                    By:   /s/ John M. Kriak
                         John M. Kriak
                         Executive Vice-President
     
     
     
                    INITIAL LIMITED PARTNER:
                    CROWN INVESTMENTS TRUST,
                         a Delaware business trust
     
     
     
                    By:   /s/ Ronald P. Rusinak
                         Ronald P. Rusinak
                         Vice President
     
     
     
                    ADDITIONAL LIMITED PARTNERS:
                    CROWN AMERICAN INVESTMENT COMPANY,
                         A Delaware corporation
     
     
     
                    By:   /s/ John M. Kriak
                         John M. Kriak
                         Executive Vice-President
     
     
     
                         /s/ Frank J. Pasquerilla
                         Frank J. Pasquerilla
     



EXHIBIT 10.5 (a)

                        REAL ESTATE MANAGEMENT AGREEMENT
                                        
                                        
      THIS  AGREEMENT, made as of the 28th day of August, 1998,   between  Crown
American Financing Partnership, L.P., a Delaware limited partnership, having its
principal address at Pasquerilla Plaza, Johnstown, Pennsylvania 15907 ("Owner"),
and  CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership, having its
principal   address   at  Pasquerilla  Plaza,  Johnstown,  Pennsylvania    15907
("Agent").

                               W I T N E S S E T H
                                        
     In consideration of the mutual Covenants herein contained, and intending to
be legally bound, the parties hereto agree as follows:

                                    ARTICLE I
                                        
                       APPOINTMENT AND AUTHORITY OF AGENT
                                        
      1.1   Owner  owns  fee simple and leasehold interests  in  certain  retail
properties  identified on Exhibit A attached hereto and made a part hereof  (the
"Premises").  Owner hereby appoints Agent as the exclusive managing and  renting
agent for the Premises, and hereby authorizes Agent to exercise such powers with
respect  to  the  Premises as may be necessary for the  performance  of  Agent's
obligations  under Article II, and Agent accepts such appointment on  the  terms
and  conditions  hereinafter set forth for the term as provided  in  Article  V.
Agent  shall  have  no  right or authority, express or  implied,  to  commit  or
otherwise  obligate  Owner  in  any  manner  whatsoever  except  to  the  extent
specifically  provided herein and agrees that it shall not hold  itself  out  as
having  authority to act on behalf of Owner in any manner which  is  beyond  the
scope of authority granted to Agent in this Agreement.

                                   ARTICLE II
                                        
                               AGENT'S AGREEEMENT
                                        
      2.1   Agent,  on  behalf  of  Owner,  shall  implement,  or  cause  to  be
implemented,  the  decisions of Owner and shall conduct the ordinary  and  usual
business affairs of Owner with respect to the management, operation and  leasing
of the Premises as provided in this Agreement.  Agent shall at all times conform
to  the  policies  and programs established by Owner and the  scope  of  Agent's
authority  shall be limited to said policies.  Agent shall act  in  a  fiduciary
capacity with respect to the cash and cash equivalent assets of Owner which  are
within  the custody or control of Agent.  Agent shall deal at arm's length  with
all  parties  and shall serve Owner's interests at all times.  All  undertakings
incurred by Agent on behalf of Owner in accordance with this Agreement shall  be
at  the  cost and expense of Owner unless otherwise provided for herein.   Agent
agrees  to use its best efforts in the management and operation of the Premises.
Agent  shall perform the following duties in connection with the management  and
operation of the Premises:

           (a)   Contract,  for  periods not longer than  the  term  of  Owner's
leasehold  estate,  in the name of Owner, for gas, electricity, water  and  such
other  services  as  are  currently being furnished to  the  Premises.   Service
contracts shall be written to include a provision allowing termination by  Owner
upon  30 days' notice wherever possible.  All service contracts, including those
in  effect  at the date hereof in respect of the Premises, including  the  terms
thereof (with cancellation right, if any), the services provided thereunder  and
the charges called for thereby, should be detailed in the annual budget package.
No  such contract, other than for utilities, including water, which involves  an
expenditure  in  excess  of the amount set forth in paragraph  3  of  Exhibit  A
attached  hereto  shall hereinafter be entered into by Agent without  the  prior
approval of Owner.  Agent shall also perform the obligations of the Owner  under
any utility service agreement and any reciprocal easement agreements.

           (b)   Select,  employ,  pay,  supervise,  direct  and  discharge  all
employees  necessary for the proper, safe and economic operation and maintenance
of  the  Premises, in number and at wages in accordance with industry  practices
and the annual budget, carry Worker's Compensation Insurance (and, when required
by   law,  compulsory  Non-Occupational  Disability  Insurance)  covering   such
employees,  and use reasonable care in the selection, discharge, and supervision
of  such  employees.   Agent  will keep bi-weekly time  sheets  which  shall  be
available for inspection by Owner.  Agent shall prepare or cause to be  prepared
and  timely  filed  and  paid,  all necessary returns,  forms  and  payments  in
connection  with  unemployment insurance, medical and life  insurance  policies,
pensions, withholding and social security taxes and all other taxes relating  to
said employees which are imposed on employees by any federal, state or municipal
authority.   Agent  shall also provide usual management services  in  connection
with  labor relations and shall prepare, maintain and file all necessary reports
with  respect to the Fair Labor Standards Act and all other required  statements
and  reports pertaining to employees at the Premises.  Agent shall use its  best
efforts  to  comply  with  all laws and regulations  and  collective  bargaining
agreements,  if any, affecting such employment.  Owner shall have the  right  to
review  and  approve  all  collective bargaining  agreements  which  affect  the
Premises  prior to their implementation or acceptance by Agent.  Agent  will  be
and  will  continue  throughout  the term of  this  Agreement  to  be  an  equal
opportunity employer.  All persons employed in connection with the operation and
maintenance  of  the  Premises  shall be employees  of  Agent  or  employees  of
contractors approved by Owner to provide contract services to the Premises.

           (c)   Keep  the  Premises  in  a safe, clean,  rentable  and  sightly
condition and make and contract for all repairs, alterations, replacements,  and
installations,  do  all  decorating and landscaping, and purchase  all  supplies
necessary for the proper operation and maintenance of the Premises and  for  the
fulfillment of Owner's obligations under any lease, operating agreement or other
agreement  or  compliance  with  all governmental  and  insurance  requirements,
provided  that, except as provided in Section 2.5 hereof, Agent shall  not  make
any  purchase or do any work, the cost of which shall exceed the approved budget
or  the  amount  set forth in paragraph 3 of Exhibit A attached hereto,  without
obtaining  in each instance the prior approval of Owner, except in circumstances
which Agent shall deem to constitute an emergency requiring immediate action for
the  protection of the Premises or of tenants or other persons or to  avoid  the
suspension  of  necessary services or in order to cure any  violation  or  other
condition  which  would subject Owner or Agent to any criminal  penalty  or  any
civil fine in excess of $5,000.00.  Agent shall notify Owner immediately of  the
necessity for, the nature of, and the cost of, any such emergency repairs or any
action  to cure any such violation or other condition.  Agent shall arrange  for
and  supervise, on behalf of Owner, the performance of all alterations and other
work to prepare or alter space in the Premises for occupancy by tenants thereof.
If  Owner  shall  require,  Agent  shall  submit  a   list  of  contractors  and
subcontractors performing tenant work, repairs, alterations or services  at  the
Premises under Agent's direction.

      It  is understood that Agent shall not be required to undertake the making
or  supervision of extensive reconstruction of the Premises or any part  thereof
except after written agreement by the parties hereto as to any additional fee to
be paid for such services.

      Owner shall receive the benefit of all discounts and rebates obtainable by
Agent  in its operation of the Premises.  When requested by Owner, Agent  agrees
to  obtain competitive bids for the performance of any work at the Premises,  to
furnish  copies  of  such bids to Owner and to accept  such  bid  as  Owner  may
direct.

      If  Agent  desires to contract for repair, construction or  other  service
described in this paragraph (c) (other than work done at the request of a tenant
and  at  the tenant's sole cost and expense, hereinafter referred to as  "Tenant
Work")  with a party with respect to which any partner or shareholder  of  Agent
holds  a  beneficial  interest,  or with any subsidiary,  affiliate  or  related
corporation in which Agent shall have a financial interest, such interest  shall
be  disclosed to, and approved by, Owner before such services are procured.  The
cost   of   any   such   services  shall  likewise  be  at  competitive   rates,
notwithstanding that tenants of the Premises may be required to pay such  costs.
Agent,  or  a  general  contractor working under the  supervision  of  Agent  is
authorized to make and install Tenant Work.  Agent may collect from such  tenant
or  such  general  contractor, for its sole account, its charge for  supervisory
overhead  on  all  such Tenant Work.  Agent shall hold Owner harmless  from  any
claims  which may be advanced by any such tenant in connection with Tenant  Work
performed  by  Agent  or under Agent's supervision.  Agent, however,  shall  not
require   any  tenant  to  use  Agent,  its  subsidiary,  affiliate  or  related
corporation as its general contractor to perform such Tenant Work.

           (d)  Handle promptly complaints and requests from tenants and parties
to  reciprocal easement and/or operating agreements, notify Owner of  any  major
complaint  made by any such tenant or party and notify owner promptly  (together
with  copies  of  supporting documentation) of: the receipt  of  any  notice  of
violation of any governmental requirements; any known orders or requirements  of
insurers, insurance rating organizations, Board of Fire Underwriters or  similar
bodies; any known defect in the Premises; any known fire or other damage to  the
Premises,  and, in the case of any serious fire or other serious damage  to  the
Premises,  Agent  also  shall immediately provide telephone  notice  thereof  to
Owner's  General Insurance Office, so that an insurance adjuster  can  view  the
damage  before  repairs  are  started, and complete customary  loss  reports  in
connection with fire or other damage to the Premises.

           (e)   Notify  Owner's General Liability Insurance carrier  and  Owner
promptly  of any personal injury or property damage known to Agent occurring  to
or  claimed by any tenant or third party on or with respect to the Premises  and
promptly  forward  to  the  carrier, completed  insurance  forms,  any  summons,
subpoena,  or other like legal document served upon Agent relating to actual  or
alleged  potential liability of Owner, Agent, or the Premises,  with  copies  to
Owner of all such documents.

           (f)  Advise Owner of those exceptions in leases, operating agreements
and  other agreements executed on or after the date hereof in which the  tenants
or  parties to such agreements do not agree to hold Owner harmless with  respect
to liability from any accidents.

           (g)   At  the option of Owner, or as otherwise provided in  the  Loan
Documents, as hereinafter defined, receive and collect rent and all other monies
payable  to Owner by all tenants and licensees in the Premises and by all  other
parties  including department stores under ground leases and reciprocal easement
agreements  and  tenants  under  leases  of  free-standing  stores.    In   this
connection,  Agent shall calculate all amounts due to Owner from  such  tenants,
licensees  and  other  parties, including annual or periodic  adjustments  where
applicable, and shall, when appropriate, submit statements or invoices  to  such
tenants,  licensees and parties.  Agent shall deposit the same promptly  in  the
bank  named  on Exhibit A attached hereto (the "Bank") in an account with  title
including  a distinctive portion of Agent's name and such designation  as  Owner
may  direct  (the  "Bank Account"), which account shall be used exclusively  for
such  funds.   Owner's representative will be a signatory on all  bank  accounts
maintained by Agent and such representative's signature shall be required on all
checks  in excess of $50,000 and for withdrawals in excess of $1,000,000 in  any
month.   All  amounts received by Agent for or on behalf of Owner shall  be  and
remain  the property of Owner.  Checks may be drawn on the above-mentioned  bank
account only for purposes authorized under this Agreement.  No funds of Agent or
others  shall be commingled with funds in any such bank account.  Owner has  the
right to control the types of cash management accounts and dictate the specifics
of said accounts with respect to disbursement and management of funds.

          (h)  Serve notice of default upon tenants of space in the Premises and
other parties which are in default in performing obligations under their leases,
reciprocal   easement  agreements  or  other  agreements,   with   copies   sent
simultaneously to Owner, and attempt to cause such defaults to be cured  by  the
defaulting tenant or other party.  Agent shall, subject to Owner's consent  with
respect  to  any  tenant  who occupies more than 1,000  square  feet,  utilizing
counsel  theretofore approved by Owner, institute all necessary legal action  or
proceedings for the collection of rent or other income from the Premises or  the
ousting  or  dispossessing of tenants or other persons therefrom and  all  other
matters  requiring  legal attention.  Agent agrees to use its  best  efforts  to
collect  rent  and other charges from tenants in a timely manner and  to  pursue
Owner's legal remedies for nonpayment of same.  Agent shall not terminate tenant
leases  in  the Premises without Owner's consent.  Owner reserves the  right  to
designate  or  approve  counsel  and  to control  litigation  of  any  character
affecting or arising out of the operation of the Premises and the settlement  of
such litigation.

           (i)   Bond  Agent and all of Agent's employees who may handle  or  be
responsible  for  monies  or property of Owner with  a  "comprehensive  3-D"  or
"Commercial Blanket" bond, in an amount of $500,000.00.

           (j)   Notify Owner immediately of any known fire, accident  or  other
casualty,  condemnation  proceedings,  rezoning  or  other  governmental  order,
lawsuit or threat thereof involving the Premises; and the receipt of any  notice
of  violations  relative  to the leasing, use, repair  and  maintenance  of  the
Premises  under  governmental  laws,  rules,  regulations,  ordinances  or  like
provisions.

           (k)   If  Owner  so directs, make timely payment of real  estate  and
personal  property taxes and assessments levied or assessed against the Premises
or  personal property used in connection therewith and any other charge that may
become a lien against the Premises.  Owner may direct that payment of such taxes
and  assessments either be made to the taxing authority or to  a mortgage lender
holding  an  escrow account for such items.  Agent shall participate in  Owner's
tax review program and check tax assessments and, when so requested, Agent shall
assist  Owner in its efforts to reduce such taxes.  Agent shall promptly furnish
Owner with copies of all assessment notices and receipt tax bills.

           (l)   Promptly comply with  all present and future laws,  ordinances,
orders,  rules,  regulations and requirements of all Federal,  state  and  local
governments, courts, departments, commissions, boards and offices, any  national
or  local  Board  of  Fire  Underwriters or Insurance  Services  offices  having
jurisdiction, or any other body exercising functions similar to those of any  of
the foregoing ("Legal Requirements") which may be applicable to the Premises  or
any  part  thereof  or  to  the leasing, use, repair, operation  and  management
thereof,  but only to the extent that such compliance is reasonably  capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from  collections or advances by Owner.  Agent shall give prompt notice to Owner
of  any  known violation or the receipt of notice of alleged violation  of  such
laws and Agent shall not bear responsibility for failure of the Premises or  the
operation  thereof  to comply with such laws unless Agent  has  committed  gross
negligence  or  a willful act of omission in the performance of its  obligations
under this Agreement or in the performance of any other duties owed to Owner  or
third parties by Agent.  As and when directed by Owner, Agent shall institute in
its  name,  or in the name of Owner using counsel selected by Owner, appropriate
actions  or  proceedings to contest any such law, ordinance,  rule,  regulation,
order, determination or requirement.

          (m)  Promote the Premises and participate as Owner's representative in
any  Merchant's  Associations  or Promotional Organizations  (collectively,  the
"Promotional Organizations") established to promote the Premises.

           (n)   Consent to and approve tenant alteration work and installations
which are performed by tenants of space in the Premises and are provided for  in
the  leases  of  such  tenants and are within such  tenant's  space.   Agent  is
authorized to approve tenant alteration work and installations not provided  for
in  leases if (i) such alteration work and installations are made solely at  the
expense  of the tenant, and (ii) such alteration work and installations  do  not
affect  the  structural  integrity  or facade  of  any  building.   Agent  shall
periodically   monitor  the  progress  of  any  tenant   alteration   work   and
installations  to confirm that the work is being done in a good and  workmanlike
manner  and in substantial conformity with any plans and specifications approved
by  Owner  or  Agent,  and  shall notify Owner of any material  deficiencies  or
material variations from the approved plans and specifications.

           (o)   Provide, upon Owner's request in accordance with the provisions
of  Section 10 and Section 11 of Exhibit A, general contracting and construction
management services ("Development Services") and consultation to Owner  for  the
Premises,  which shall include, without limitation, the management,  supervision
and  administration  of,  and provisions for services  for  the  improvement  or
expansion  (and  in the event of damage or condemnation, the reconstruction)  of
the  Premises, including advice, expertise and support of Agent provided  and/or
retained  and/or  coordinated  by home office and on-site  personnel  including,
without  limitation,  executive  personnel, design  and  engineering  personnel,
clerical personnel, legal and accounting personnel.  Such personnel will perform
consultation and various functions involved with Development Services including,
without   limitation,   the   following:    design,   planning,   architectural,
engineering,  acquisition and negotiation, negotiations with  department  stores
for  site  acquisition  and  operation in the Premises;  permits  and  licenses;
preopening  advertising and publicity; market research, site work;  negotiations
with  public authorities; attendance at public hearings; project management  and
all  other  activities  necessary to accomplish the  improvement,  expansion  or
reconstruction of the Premises.  It is understood that Development Services  and
consultation  with Owner may or may not involve Agent's in-house  personnel;  by
mutual agreement of Agent and Owner, outside professionals or other persons  may
be engaged to provide Development Services and consultation with Owner, provided
that  Agent agrees to require any contractor or subcontractor brought  onto  the
Premises to have workers' compensation and employers' liability insurance in the
necessity statutory amounts and comprehensive general liability insurance for at
least $1,000,000.00.

           (p)  If Owner so directs, pay when due (i) all debt service and other
amounts  due under any mortgages that encumber the Premises or any part thereof,
and  (ii)  all  rent and other charges payable under any ground  lease  of  land
included  in the Premises under which Owner is the tenant and give Owner  notice
of the making of each payment.

          (q)  Carry out and comply with, directly or through a third party, all
requirements  on the part of Owner under all such mortgages and  ground  leases,
all  leases of space in the Premises, all ground leases and reciprocal  easement
agreements with department stores and all other agreements affecting or relating
to  the  Premises  which  are known or made known to Agent,  including,  without
limitation, the furnishing of all services and utilities called for therein, but
only to the extent that such requirements are at the time reasonably capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from collections or advances by Owner, provided that Agent shall promptly notify
Owner  if  Agent  cannot  carry out such requirement or has  insufficient  funds
available to do so.  Agent shall notify Owner promptly of any default under  any
such  mortgage, lease, ground lease, reciprocal easement or other  agreement  on
the  part  of  Owner, the tenant or other party thereto of which  agent  becomes
aware.

          (r)  Use reasonable efforts to comply with and require compliance with
the  requirements of leases of space in the Premises, ground leases,  reciprocal
easement  agreements  and  all other agreements affecting  or  relating  to  the
Premises  which  are  known  or made known to Agent  on  the  part  of  Tenants,
department  stores  and other parties thereto and enforce  compliance  with  the
rules and regulations, sign criteria and like standards for the Premises adopted
by Owner from time to time.

           (s)  Upon request, furnish Owner with an executed copy of each lease,
lease  renewal,  lease amendment, service contract and other  agreement  entered
into  on  or  after the date of this Agreement in connection with the operation,
management  and  leasing of the Premises, and use reasonable efforts  to  secure
from  tenants  and  parties to reciprocal easement agreements,  and  furnish  to
Owner,  any  certificates  of  insurance and renewals  thereof  required  to  be
furnished by the terms of their leases or agreements.  All such executed  copies
of  leases  shall  be maintained in Agent's main office, with  additional  lease
copies  together  with  insurance certificates also maintained  at  the  Agent's
office at the relevant property, if any such office exists.

           (t)  Inspect the Premises periodically and submit reports of findings
and   recommendations   to  Owner  which  shall  include,  without   limitation,
recommendations  as  to  required repairs, replacements or  maintenance.   Agent
shall keep and submit annual written reports of all material alterations made to
the Premises, no matter by whom effected.

           (u)   Erect barriers or chains for the purpose of blocking access  to
the  common  areas of and buildings included in the Premises as  local  law  may
require,  or, as directed in writing by owner, in order to avoid the  dedication
of  the  same for public use and furnish appropriate evidence of same  to Owner.
Agent  shall give any advance notice of the erection of such barriers or  chains
which may be required under reciprocal easement agreements or ground leases with
department stores.

          (v)  Use its reasonable efforts to obtain from tenants of the Premises
and  department  stores which are parties to reciprocal easement  agreements  or
ground  leases  waivers of their insurers' rights of subrogation in  respect  to
policies  of  fire  and  extended coverage and other property  damage  insurance
carried by them in favor of Owner, Agent and any department store or tenant  for
which Owner is obligated to attempt to obtain such waivers under a ground lease,
reciprocal easement agreement or space lease.

          (w)  Assist owner in preparing any statements required to be submitted
by  Owner  under  the  terms  of mortgages, ground leases,  reciprocal  easement
agreements and leases.

            (x)   Perform  its  duties  in  renting,  managing,  operating   and
maintaining  the  Premises  applying prudent and reasonable  business  practices
which are consistent with those followed in respect of the Premises prior to the
date  of  this  Agreement, using reasonable care and diligence in  carrying  out
properly and efficiently its responsibilities under this Agreement.  Agent shall
maintain  those portions of the common areas of the Premises which  are  Owners'
obligation to maintain in a clean, safe and attractive condition, use reasonable
efforts  to  enforce  the  provisions of applicable leases,  ground  leases  and
reciprocal easement agreements so as to cause tenants and department  stores  to
maintain their premises and common areas, if any, in similar condition,  arrange
for  necessary security for the Premises and their common areas and arrange  for
cleaning  and  snow removal for the parking areas and roadways of the  Premises.
Agent shall recommend to Owner from time to time such procedures with respect to
the  Premises  as Agent may deem advisable for the more efficient  and  economic
management and operation thereof.

           (y)  Where leasing guidelines or any Legal Requirement (as defined in
paragraph  2.1  (m)  hereof)  now or hereafter in  effect  require  that  tenant
security  deposits be maintained, a separate interest-bearing account  for  such
security deposits (the "Security Deposit Account") shall be opened by Agent at a
bank approved by Owner.  The Security Deposit Account shall be maintained in the
name of Agent in accordance with the relevant lease or Legal Requirement, as the
case  may  be,  and shall be used only for tenant security deposits.   The  bank
shall  be  informed that the funds in the Security Deposit Account are  held  in
trust  for  Owner.   Agent  shall have the authority to  remit  to  tenants  any
interest  to  which they are entitled on their security deposit,  in  accordance
with  their leases or any Legal Requirement, but Agent shall obtain the  written
approval  of  Owner prior to the return of such deposits or any  other  security
(including  letters  of  credit) to any tenant when the amount,  in  any  single
instance, exceed $50,000.00.

     Owner recognizes and understands that Environmental Service (as hereinafter
defined)  are  not actions or services that Agent is required to  perform  under
this Agreement and Owner further recognizes and understands that Agent is not  a
consultant  or a contractor that performs Environmental Services.  Upon  Owner's
request, Agent agrees to obtain and coordinate for and on behalf of Owner,  such
Environmental  Services as Owner may request or require.  Owner shall  reimburse
Agent  for its administrative costs in connection with the coordination of  such
Environmental Services as provided in Exhibit A, paragraph 11 of the  Agreement.
In  addition, Owner shall reimburse Agent for the costs of outside professionals
retained  to perform Environmental Services.  Environmental Services is  defined
to  be  those  acts  or actions involving the presence use,  exposure,  removal,
restoration, or introduction of Hazardous materials (as hereinafter defined) and
the investigation of and compliance with any and all applicable rules, laws,  or
regulations  of  local,  state or federal authorities which  apply  or  regulate
Hazardous  Materials.  Hazardous Materials means any hazardous, radioactive,  or
toxic  substance,  material or waste listed in the United States  Department  of
Transportation  Hazardous  Materials Table; or by the  Environmental  Protection
Agency  as  hazardous substances; or such substances, materials and waste  which
are  or  become regulated under applicable local, state or federal law including
materials which are petroleum products, asbestos, polychlorinated biphenyls,  or
designated  as  hazardous  substances under the  Clean  Water  Act;  or  defined
hazardous waste under the Resource Conservation and Recovery Act; or defined  as
hazardous   substances   under   the   Comprehensive   Environmental   Response,
Compensation and Inability Act.

      2.2   Agent agrees, on behalf of Owner and at Owner's expense, to  procure
and  continue  to maintain in force a comprehensive general liability  insurance
policy  or polices with respect to the Premises.  Such policy or policies  shall
provide  for  coverage in the amount and with such insurers as are  required  of
Owner  under the Loan Documents (as defined below), but in any event,  not  less
than  ten  million dollars ($10,000,000.00) combined single limit  coverage  per
occurrence  for  bodily injury and property damage.  The polices  shall  include
coverage  for  contractual  liabilities assumed with respect  to  the  Premises,
including,  but  not limited to, the obligations created by  the  indemnity  set
forth in Section 3.3 hereof as used in this Agreement, the term "Loan Documents"
shall  refer to that certain Amended and Restated Permanent Loan Agreement  (the
"Loan  Agreement"); Mortgage, Assignment of Leases and Rents, Security Agreement
and  Fixture  Filing  (the  "Mortgage"); Amended and Restated  Promissory  Note;
Assignment  of  Leases  and  Rents;  Manager's  Consent  and  Subordination   of
Management  Agreement;  Hazardous  Materials  Indemnity  Agreement;   and   Cash
Management  Agreement; each dated as of August 28, 1998, from Owner  to  General
Electric  Capital  Corporation ("Lender"), and such other documents  as  may  be
executed  in  connection  with the loan (the "Mortgage  Loan")  secured  by  the
Mortgage.

      Further, at all times during the term of this Agreement, Agent shall  keep
or  cause  to  be kept insured, at Owner's cost and expense, all  buildings  and
improvements  on  the Premises against loss or damage by fire, windstorm,  hail,
explosion,  damage from aircraft and vehicles and smoke damage, and  such  other
risks  as are from time to time included in "extended coverage" endorsements  in
an amount sufficient to replace said improvements.

      All  insurance  provided for in this Section 2.2 shall be  effected  under
valid  and  enforceable polices issued by insurers of recognized  responsibility
and  shall provide respectively, for the waiver of all rights of subrogation  by
Owner  or  parties  claiming through Owner against  Agent  and  its  agents  and
employees.   Owner and Agent hereby waive all rights of recovery as against  the
other  party hereto arising from loss or damage caused by the perils  enumerated
in  this  Section 2.2 and agree that any policies obtained with respect to  such
perils  shall be endorsed accordingly, if such endorsements are available.   Any
insurance  required to be maintained hereunder may be taken out under a  blanket
insurance  policy  or  polices covering other properties of  the  insured.   Any
policy required by this Section 2.2 shall provide that such policy shall not  be
canceled without at least thirty (30) days' prior notice to Owner and Agent and,
in  any  event,  shall  provide that all parties insured thereby  shall  receive
notice  no  less  than fifteen (15) days prior to the expiration  dates  of  the
expiring policies.

      2.3  Agent agrees to render monthly reports relating to the management and
operation  of  the  Premises for the preceding calendar month on or  before  the
twenty-fifth  (25th) day of each month in form as Owner and Agent will  mutually
agree.  Agent agrees that Owner shall have the right to require the transfer  to
Owner at any time of any funds in the Bank Account considered by Owner to be  in
excess  of an amount reasonably required by Agent for disbursement in connection
with  the Premises.  Agent agrees to keep records with respect to the management
and  operation  of  the Premises as prescribed by owner,  and  to  retain  those
records  for periods specified by Owner.  Owner shall have the right to  inspect
such  records  and  audit the reports required by this Section  during  business
hours  for  the  life of this Agreement and thereafter during  the  period  such
records are to be retained pursuant to this Section.  In addition, Agent  agrees
that  such records may be examined from time to time during the period aforesaid
by  any  of  the supervisory or regulatory authorities having jurisdiction  over
Owner.

      2.4   Agent  shall  ensure  such  control over  accounting  and  financial
transactions  as is reasonably required to protect Owner's assets from  loss  or
diminution due to gross negligence or willful misconduct on the part of  Agent's
associates  or  employees.   Losses  caused  by  gross  negligence  or   willful
misconduct shall be borne by Agent.

      2.5   Agent shall establish and prepare, in the form authorized by  Owner,
with  such additional changes as may be reasonably requested by Owner, operating
and  capital  improvement  budgets  for the  promotion,  operation,  repair  and
maintenance  of  the  Premises for each calendar year.   Preliminary  and  final
budgets will be due 45 and 30 days, respectively, prior to commencement  of  the
calendar year to which they relate.  Such budgets shall be prepared on  both  an
accrual  basis  showing a month-by-month projection of income and  expenses  and
capital  expenditures.  At least 30 days prior to the end of  each  year,  Agent
shall  meet  with  Owner to review such budgets for the subsequent  year.   Upon
receiving Owner's approval, Agent shall use its best efforts to comply with such
final budgets.

           (a)   Agent  shall  meet  with Owner on a  regular  basis,  not  less
frequently  than semi-annually and otherwise upon reasonable call by  Owner,  to
review the operations of the Premises, to review and, if appropriate, revise  in
light  of actual experience the annual operating and capital improvement budgets
theretofore  approved  by Owner and to consider other matters  which  Owner  may
raise.

           (b)   Upon approval of the operating budget by Owner, and unless  and
until  revoked or revised by Owner, Agent shall have the right, without  further
consent  or approval by Owner to incur and pay the operating expenses set  forth
in the approved operating budget, subject to paragraph 2.1(g) above.

          (c)  At the request of Owner from time to time Agent shall prepare and
submit to Owner (i) operating projections for the Premises for the ensuing  five
(5)  years, such projections to be made on a year-by-year basis and to be  based
on  Agent's  best  judgment  as to the future, taking into  consideration  known
circumstances  and circumstances Agent can reasonably anticipate are  likely  to
occur, and (ii) a schedule in reasonable detail of capital improvements, repairs
and  replacements  not  provided for in the current capital  improvement  budget
which  Agent  reasonably anticipates will be required or should be made  in  the
foreseeable future, with Agent's opinion as to the relative priority and cost of
each thereof.

      2.6   Agent shall also participate in Owner's property review programs  to
the  extent  requested by Owner.  Such review shall include  asset,  investment,
financial  and  strategy profiles in form satisfactory to  Owner.   Agent  shall
respond,  within  10  days, to Owner's management evaluation reports  concerning
actions  to be taken by Agent to correct or modify its management standards  for
the  operations,  leasing or financial services provided for the  Premises.   If
Owner shall request that Agent's home office or regional office personnel travel
to  the  Premises to participate in Owner's property review programs or for  any
other reason (unless such reason is for normal supervision), the reasonable cost
of  meals, travel and hotel accommodations expenses incurred by such home office
personnel in connection with such travel shall be reimbursed to Agent by  Owner.
Agent  shall,  however, bear the full cost and expenses  incurred  by  its  home
office  or  regional  office personnel in connection with their  travel  to  the
Premises  to  the  extent such travel is required by the Agent  for  the  normal
supervision of the management and leasing of the Premises.

      2.7   Agent  agrees to use its best efforts to have all space  within  the
Premises  rented  to desirable tenants, satisfactory to Owner,  considering  the
nature of the Premises, and in connection therewith:

           (a)   To  negotiate, as the exclusive agent of Owner, all leases  and
renewals  of  leases  at  the  appropriate time, it being  understood  that  all
inquiries to Owner with respect to leasing any portion of the Premises shall  be
referred  to  Agent.  Except for license agreements for temporary  tenants,  all
leases  and renewals for lease terms in excess of one (1) year must be  prepared
in accordance with Exhibit C by Agent and in accordance with the annual approved
budget and be submitted to Owner's representative for execution by Owner.  Agent
is authorized to negotiate and execute license agreements prepared in accordance
with  Exhibit C for temporary tenants and/or short term promotional  activities.
If Agent shall receive a prospective tenant reference from a property other than
the  Premises, which Agent or any subsidiary or affiliate manages,  Agent  shall
promptly  declare its potential conflict of interest to Owner  and  Owner  shall
determine  if  negotiations with such prospective tenant shall be undertaken  by
Agent,  Owner,  or a third party approved by Owner.  References  of  prospective
tenants,  as  well  as  their varying use requirements,  shall  be  investigated
carefully  by  Agent.   Agent also is authorized to  negotiate  and  execute  on
Owner's behalf lease amendments which:  (i) change a Tenant's commencement  date
by  sixty (60) days or less (or for such longer period as is approved by Owner);
(ii)  change  a  Tenant's permitted use by allowing the sale of such  additional
items  as  are  reasonably related to the Tenant's primary  and  principal  use,
provided Agent has no reason to know of any lease at the center prohibiting such
use;  (iii)  change  a  tenant's  marketing  charge  or  promotional  charge  or
advertising obligation.

      Owner acknowledges and understands that Agent manages properties for third
parties.   Owner further acknowledges and understands that Agent  routinely  and
customarily  negotiates tenant leases from multiple locations involving  two  or
more  properties (one or more of which may be the Premises and one  or  more  of
which  may  be  properties owned by Agent or by others).   Agent  conducts  such
multiple  location negotiations in good faith for the benefit and  interests  of
Owner  and  other property owners, including Agent.  Agent shall be entitled  to
assume  that such leasing practices are approved and acceptable to Owner, unless
and until Owner specifically disapproves the practice and so notifies Agent.

           (b)   With  Owner's  prior  approval, to advertise  the  Premises  or
portions thereat for rent, by means of periodicals, signs, plans, brochures  and
other means appropriate to the Premises.  Owner acknowledges and agrees that the
Premises may be included in brochures or other advertising media of Agent, which
may include other properties being offered for lease by Agent.

           (c)   In  no event shall Agent engage or utilize the services  of  an
outside  broker  in  connection  with any lease without  Owner's  prior  written
consent.  In any case in which Owner requests or gives such consent, Agent shall
cause  such  broker  to  enter into a written agreement  with  Owner,  on  terms
reasonably  satisfactory to Owner, with respect to such broker's commission  and
Owner  shall be responsible for the payment of such commission pursuant  to  the
terms of said agreement.

           (d)  Agent will, in each instance, negotiate for the inclusion in all
leases entered into by Owner of a provision to the effect that recourse on  such
obligation  shall  be  had only against the property to  which  such  obligation
relates  and  no  recourse shall be sought against Owner  or  any  other  person
holding, directly or indirectly, a beneficial interest in the property.

           (e)   Agent will, upon the request of Owner, undertake to find buyers
for  the  sale of any of the Owner's outparcels, peripheral land or  such  other
real  estate  situate upon the Premises, ("Sale Property"), and, in addition  to
any  other compensation provided to be paid to Agent under this Agreement, Owner
agrees to pay to Agent as compensation for its services hereunder, a fee at  the
rate  specified  in  Paragraph  7(iii) of  Exhibit  "A",  attached  hereto.   In
performing its duties hereunder, Agent shall perform the following:

               (i)  Submit to Owner for approval, a pricing schedule on the Sale
Property;

               (ii) Upon request, submit to Owner for approval, contract form(s)
to be used in the sale of the Sale Property;

                (iii)      Upon  request, furnish Owner with  a  written  report
regarding its progress in such sale activities;

                (iv) Negotiate on behalf of Owner, the sale of the subject  Sale
Property; and

               (v)  Provide legal services, limited to:

                    (a)  Preparation of the Purchase and Sale Agreement;
                    (b)  Deed and Easement(s) preparation;
                    (c)  Preparation and submittal to Owner of the Seller's
                           closing statement;
                    (d)  Preparation of closing instructions;
                    (e)  Coordination of title work;
                    (f)  Upon approval of Owner, retain local counsel,
                           whose fees will be reimbursed by Owner; and
                    (g)  Submit to Owner, for final execution, all
                           documents necessary to consummate the
                           transaction.

      Agent shall pursue these duties and obligations with diligence and in  the
best interests of Owner.

     2.8  Agent agrees, for itself and all persons retained or employed by Agent
in  performing its services, to hold in confidence and not to use or disclose to
others  any  confidential  or proprietary information  of  Owner  heretofore  or
hereafter  disclosed to Agent ("Confidential Information"), including,  but  not
limited  to, any data, information plans, programs, processes, costs, operations
or  the names of any tenants which may come within the knowledge of Agent in the
performance  of,  or  as  a result of, its services, except  where  required  by
judicial  or  administrative  order, or where  Owner  specifically  gives  Agent
written  authorization  to  disclose any of the  foregoing  to  others  or  such
disclosure as is required in the direct performance of Agent's duties hereunder.
If  Agent  is  required by a judicial or administrative order  to  disclose  any
Confidential Information, Agent will promptly notify Owner thereof, consult with
Owner  on the advisability of taking steps to resist or narrow such request  and
cooperate  with  Owner in any attempt it may make to obtain an  order  or  other
assurance  that  confidential  treatment will be accorded  to  the  Confidential
Information disclosed.

      2.9   If at any time there shall be insufficient funds available to  Agent
from  collections to pay any obligations of Owner required to be paid under this
Agreement, Agent shall promptly notify Owner and Agent shall not be obligated to
pay such obligations unless Owner furnishes Agent with funds therefor.

      2.10  Agent assumes no responsibility under this Agreement other  than  to
render the services called for hereunder in good faith, and Owner shall make  no
claim  against Agent on account of any alleged errors of judgment made  in  good
faith in connection with Agent's obligations hereunder and with the operation of
the Premises.  Agent shall not be liable to Owner or others except by reason  of
acts  constituting willful misfeasance or gross negligence on the part of Agent,
and  Owner agrees to indemnify, defend and hold harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof) and employees  from  and
against  all  claims, actions, causes of action, costs and expenses  (including,
but  not  limited to, reasonable attorney's fees) directly or indirectly arising
from  the  claims  of any third party, except only those claims where  liability
arises  from  acts constituting willful misfeasance or gross negligence  on  the
part of Agent.

                                   ARTICLE III
                                        
                               OWNER'S AGREEMENTS
                                        
     3.1  Owner, at its option, may pay directly all taxes, special assessments,
ground  rents,  insurance premiums and mortgage payments.  If Owner  makes  such
election,  Agent shall advise Owner of the due dates of such taxes  assessments,
insurance premiums and mortgage payments.

      3.2   Owner  shall  bear  the cost of all premiums relating  to  insurance
procured  by Agent for Owner pursuant to Section 2.2 hereof.  Owner  shall  look
solely  to  such  insurance for indemnity against any  loss  or  damage  to  the
Premises  and shall obtain waivers of subrogation against the Agent  under  such
policies if available at no additional cost to Owner.

      3.3   Owner  agrees to indemnify and save harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof) and employees  from  and
against  all  claims,  losses and liabilities resulting  from:   (i)  damage  to
property or injury to, or death of, persons from any cause whatsoever when Agent
is  carrying out the provisions of this Agreement or acting under the  direction
of  Owner in or about the Premises; (ii) claims for defamation and false  arrest
when Agent is carrying out the provisions of this Agreement or acting under  the
direction  of  Owner; and (iii) claims occasioned by or in  connection  with  or
arising  out of acts or omissions, other than criminal acts, of the  Agent  when
Agent  is  carrying  out the provisions of this Agreement or  acting  under  the
direction  of  Owner  (except in cases of Agent's willful  misconduct  or  gross
negligence), and to defend or cause to be defended, at no expense  to  Agent  or
such  persons,  any claim, action or proceeding brought against  Agent  or  such
persons  or Agent and Owner, jointly or severally, arising out of the foregoing,
and  to  hold  Agent  and  such  persons harmless from  any  judgment,  loss  or
settlement on account thereof.

       Notwithstanding  the  foregoing,  Owner  shall  not  be  responsible  for
indemnifying or defending Agent or such persons in respect of any matter,  claim
or  liability  in  respect of which Agent is obligated  to  indemnify  Owner  as
provided in the following sentence.  Agent agrees to indemnify and save harmless
Owner  from and against all claims, losses and liabilities resulting from injury
to,  or death of, persons in or about the Premises or for deformation and  false
arrest  in  each  case caused in whole or in part by the willful misfeasance  or
gross  negligence  of Agent, and to defend, at no expense to Owner,  any  claim,
action  or  proceeding  brought against Owner or Owner  and  Agent,  jointly  or
severally,  arising out of the foregoing, and to hold Owner  harmless  from  any
judgments, loss or settlement on account thereof.

       Notwithstanding  the  foregoing,  Agent  shall  not  be  responsible  for
indemnifying  or  defending Owner in respect of any matter, claim  or  liability
which is covered by any public liability insurance policies carried by Owner and
under  which  Agent  is  named  as an additional insured.   The  indemnification
obligations  of  Owner and Agent under this Section 3.3 shall in  each  case  be
conditioned upon (a) prompt notice from the other party after such party  learns
of  any  claim  or basis therefor which is covered by such indemnity,  (b)  such
party's not taking any steps which would bar Owner or Agent, as the case may be,
from  obtaining recovery under applicable insurance policies or would  prejudice
the  defense  of  the  claim in question, and (c) such  party's  taking  of  all
necessary steps which if not taken would result in Owner or Agent, as  the  case
may be, being barred from obtaining recovery under applicable insurance policies
or would prejudice the defense of the claim in question.  The provisions of this
Section 3.3 shall survive the expiration or termination of this Agreement.

      3.4   Owner  shall  provide such office space on the Premises  as  may  be
necessary  for  Agent  to properly perform its functions under  this  Agreement.
Agent shall not be required to pay for utilities, telephone service or rent  for
the  office area on the Premises occupied by Agent.  Agent shall have the  right
to use the fixtures, furniture, furnishings and equipment, if any, which are the
property of Owner in said office space.  Owner shall also provide space  on  the
Premises  for  use as community rooms and information and service centers  where
the  use of such space is determined by Owner to be in the best interest of  the
Premises.   All  income derived from the utilization and/or  operation  of  such
community rooms and/or information or service centers shall belong to the  Owner
and all expenses relating thereto shall be borne by Owner.

      3.5   Except as otherwise provided in this Agreement, everything  done  by
Agent  in  the  performance  of its obligations under  this  Agreement  and  all
expenses  incurred pursuant hereto shall be for and on behalf of Owner  and  for
its  account.   Except as otherwise provided herein, all debts  and  liabilities
incurred  to  third parties in the ordinary course of business of  managing  the
Premises  as  provided herein are and shall be obligations of Owner,  and  Agent
shall  not  be  liable  for any such obligations by reason  of  its  management,
supervision or operation of the Premises for Owner.

                                   ARTICLE IV
                                        
                                  COMPENSATION
                                        
      4.1   In  addition to any other compensation provided to be paid to  Agent
under  this  Agreement,  Owner agrees to pay to Agent as  compensation  for  its
management  services hereunder, a fee at the rate specified in  paragraph  5  of
Exhibit A attached hereto.  Said fee shall be payable monthly no later than  the
twenty-fifth  (25th)  day of the following month, and  shall  be  based  on  the
following  components of income from the preceding calendar month determined  in
accordance  with  GAAP.   It  is understood that the  management  fee  shall  be
calculated  upon  the  following items:  (i) minimum rents  from  all  permanent
tenants  (anchor, mall shops, ground leases and all other tenants);  (ii)  Lease
buyout  income; (iii) Percentage rents in lieu of minimum rents; (iv) Percentage
rents;  (v) all cost recovery income (CAM, taxes, food court, security,  other);
(vi) income from all temporary tenants (initial term of one year or less); (vii)
income  from all promotional activity; (viii) miscellaneous mall income such  as
payphone commissions, stroller rentals, etc. and (ix) bad debts expense  related
to  any of the above revenue items.  The following items shall not be subject to
management  fees:  (i) business interruption insurance income;  (ii)  recoveries
from  insurance  companies for casualty and other losses;  (iii)  payments  from
tenants for leasehold improvements and related services provided by Agent;  (iv)
payments  from  tenants to Merchants' Associations or to  Marketing  Funds;  (v)
tenant security deposits; (vi) straight line rental income or losses, and  (vii)
operating covenant and amortization (classified as a reduction of minimum rent).
Agent  shall  withdraw said fee from the operating account for the Premises  and
shall account for same as provided for in Section 2.3 hereof.

      4.2  The following expenses or costs incurred by or on behalf of Agent  in
connection  with the management and leasing of the Premises shall  be  the  sole
cost and expense of Agent and shall not be reimbursable by Owner and Agent shall
indemnify Owner for such expenses and costs:

           (a)   cost  of  gross  salary  and wages, payroll  taxes,  insurance,
worker's  compensation,  pension benefits and  any  other  benefits  of  Agent's
employees, except that Owner will reimburse Agent for all costs of employees who
provide  either  full  or part time services on-site at  any  of  the  Premises.
Within the category of "on-site" personnel, Agent may include the pro-rata costs
for regional personnel performing required services at the Premises on a regular
basis (but which personnel may share time working at other properties managed by
Agent); provided, however, that the costs for any employees who are based at  or
work  from Agent's home office shall not be included, and provided further  that
the  pro-rata costs for any such regional personnel are included and  identified
as such within the annual operating budget as approved by Owner.

           (b)  general accounting and reporting services, as such services  are
considered to be within the reasonable scope of Agent's responsibility to Owner;

           (c)   costs  of  forms, stationery, ledgers, supplies, equipment  and
other "general overhead" items used in Agent's home office or regional offices;

           (d)   cost or pro rata cost of telephone and general office  expenses
incurred in the Premises by Agent for the operation and management of properties
not owned by Owner;

           (e)  cost of all bonuses, incentive compensation, profit sharing,  or
any pay advances by Agent to Agent's employees, except such costs pertaining  to
employees employed by Agent in accordance with Paragraph 2.1 (b) hereof;

           (f)   cost  attributable to losses arising from criminal acts,  gross
negligence or fraud on the part of Agent or Agent's associates or employees;

           (g)  cost for meals, travel and hotel accommodations for Agent's home
office  or regional office personnel who travel to and from the Premises, except
as provided in Section 2.6;

          (h)  cost of automobile purchase and/or rental, except if furnished or
approved by Owner;

           (i)   except  as  otherwise provided in Exhibit  A  attached  hereto,
expenses  incurred in connection with the leasing of the Premises, it  is  being
understood  and agreed, however, that Agent shall be reimbursed for  advertising
expenses incurred in connection with the leasing of the Premises;

           (j)   cost  of liability or other insurance carried by Agent,  except
costs  incurred  by Agent in satisfaction of its obligations under  Section  2.2
hereof; and

           (k)   cost  of  bonds purchased pursuant to Section  2.1(i)  of  this
Agreement.

                                    ARTICLE V
                                        
                         DURATION, TERMINATION, DEFAULT
                                        
     5.1  This Agreement shall become effective on the date hereof.

     5.2  Subject to earlier termination as hereinafter provided, this Agreement
shall  have  an  initial  term ending on September 10, 2008.   Thereafter,  this
Agreement shall continue year-to-year on the same terms and conditions as herein
contained subject to being terminated by either Agent or Owner upon no less than
six  (6)  months  written  notice.  The Agent may not terminate  this  Agreement
except in the case of non-payment of management fees for a period of ninety (90)
days  after notice of such non-payment to Owner and Lender.  In addition, Lender
shall  have the right to terminate (or direct Owner to terminate, as applicable)
this  Agreement:   (i) upon the insolvency of Agent, (ii) the occurrence  of  an
Event  of Default (as defined in the Loan Documents), (iii) the failure  of  the
Premises to meet the Net Operating Income requirements  (as defined in the  Loan
Documents),  or  (iv)  pursuant to the provisions of the Manager's  Consent  and
Subordination of Management Agreement.

      5.3   It shall be an Event of Default under this Agreement on the part  of
Agent  if Agent shall default in any material respect in performing any  of  its
obligations under this Agreement and such default shall not be cured  within  30
days after written notice thereof is given by Owner to Agent (or, if the default
in  question  is  curable  but is of such nature that it  cannot  reasonably  be
completely  cured  within such 30-day period, if Agent does not  promptly  after
receiving such notice commence to cure such default and thereafter proceed  with
reasonable diligence to complete the curing thereof within 180 days after notice
is given by Owner to Agent).  If an Event of Default by Agent shall occur, Owner
shall  have  the  right to terminate this Agreement by written notice  given  to
Agent,  and  upon the giving of such notice this Agreement and the  term  hereof
shall terminate without any obligation on the part of Owner to make any payments
to Agent hereunder except as hereinafter provided.

      5.4   If  at  any  time during the term of this Agreement any  involuntary
petition  in  bankruptcy  or similar proceeding shall  be  filed  against  Agent
seeking its reorganization, liquidation or appointment of a receiver, trustee or
liquidator  for  it  or  for all or substantially all of its  assets,  and  such
petition shall not be dismissed within 90 days after the filing thereof,  or  if
Agent shall:

          (a)  apply for or consent in writing to the appointment of a receiver,
trustee or liquidator of all or substantially all of its assets;

           (b)  file a voluntary petition in bankruptcy or admit in writing  its
inability to pay its debts as they become due;

          (c)  make a general assignment for the benefit of creditors;

           (d)   file  a  petition  or an answer seeking  reorganization  or  an
arrangement with creditors or take advantage of any insolvency law; or

           (e)   file an answer admitting the material allegations of a petition
filed against it in any bankruptcy, reorganization or insolvency proceedings;

then  upon the occurrence of any such event, Owner, at its option, may terminate
this  Agreement  by written notice given to Agent, and upon the giving  of  such
notice this Agreement and the term hereof shall terminate without any obligation
on  the  part  of  Owner  to  make any payments to  Agent  hereunder  except  as
hereinafter provided.

      5.5  Owner shall have the additional right to terminate this Agreement  on
at  least  10  days'  written notice to Agent, if Agent  without  Owner's  prior
written  consent  shall  assign or attempt to assign its rights  or  obligations
under this Agreement or subcontract (except for normal service agreements or  as
otherwise  specified in this Agreement) any of the services to be  performed  by
Agent.   Owner shall also have the right to terminate this Agreement as  to  any
property  included  within the Premises on at least 10 days' written  notice  to
Agent if (a) such property shall be damaged or destroyed to the extent of 25% or
more  by  fire or other casualty and Owner elects not to restore or repair  such
property or (b) there shall be a condemnation or deed in lieu thereof of 25%  or
more of such property.

      5.6   Agent  acknowledges and agrees that Owner shall have  the  right  to
subordinate and/or assign this agreement in connection with the Loan  Documents.
Agent  further  agrees to execute such further instruments as  Owner  or  Lender
deems  necessary to effectuate such subordination, provided that  in  the  event
Lender  becomes  entitled to possession of the Premises,  the  Lender  shall  be
entitled, at its option,  to retain Agent to manage the Premises, in which  case
the   Agent  shall be entitled to the compensation set forth in  this  Agreement
during all periods in which Agent is providing services to the Premises for  the
Lender.   Moreover,  notwithstanding anything to the contrary contained  herein,
for so long as any amounts remain outstanding under the Loan Documents, (i) this
Agreement  and  all  fees payable by Owner hereunder shall  be  subject  to  and
subordinate  to  any  mortgage liens on the Premises  established  by  the  Loan
Documents and (ii) Agent shall comply with any and all applicable provisions  of
the  Loan  Documents and in the event there is a conflict between the  terms  of
this  Agreement  and the terms of the Loan Documents, the Loan  Documents  shall
control.

      5.7  Upon any termination of this Agreement pursuant to the provisions  of
this  Article  V, Owner shall remain obligated to pay to Agent  fees  and  other
amounts due to Agent hereunder which accrued prior to the effective date of such
termination.   Nothing contained in this Section 5.7 shall be deemed  to  waive,
affect  or impair (a) Owner's rights to seek recourse against Agent for  damages
or  other  relief  in  the event of the termination of this Agreement  by  Owner
pursuant  to  Section  5.3, 5.4 or 5.5 hereof, and (b)  Agent's  right  to  seek
recourse  against  Owner  for  damages or other  relief  in  the  event  of  the
termination of this Agreement by Agent pursuant to Section 5.2 hereof.

      5.8   Upon the expiration or earlier termination of this Agreement,  Agent
shall  forthwith  surrender  and deliver to Owner  any  space  in  the  Premises
occupied  by  Agent and shall make delivery to Owner or to Owner's  designee  or
agent, at Agent's home or regional offices or at its offices at the Premises, of
the following:

           (a)   a  final accounting, reflecting the balance of income from  and
expenses  of  the Premises as at the date of expiration or termination  of  this
Agreement;

           (b)   any funds of Owner or tenant security or advance rent deposits,
or both, held by agent with respect to the Premises; and

           (c)  all Confidential Information (in whatever medium stored) and all
other records, contracts, leases, ground leases, reciprocal easement agreements,
receipts  for  deposits, unpaid bills, lease summaries,  canceled  checks,  bank
statements,  paid  bills and all other records, papers  and  documents  and  any
microfilm  and/or  computer disk of any of the foregoing  which  relate  to  the
Premises  and  the operation, maintenance, management and leasing  thereof;  all
such data, information and documents being at all times the property of Owner.

      In  addition, Agent shall furnish all such information and take  all  such
action as Owner shall reasonably require to effectuate an orderly and systematic
termination of Agent's duties and activities under this Agreement.

      5.9  This Agreement shall terminate at the election of Owner as to any  of
the  properties set forth in Exhibit A upon thirty (30) days written  notice  to
the  Agent if such properties are sold by Owner to a non-affiliated third  party
purchaser  or  (unless the Lender shall otherwise notify the Agent  in  writing)
automatically  if such properties were acquired  on foreclosure  of  a  mortgage
encumbering all or a portion of the Premises.  In the event such properties  are
sold  by  Owner to a non-affiliated third party purchaser and this Agreement  is
not  thereby  terminated by Owner, the Agent shall have the right  to  terminate
this  Agreement as to such properties upon sixty (60) days prior written  notice
which  notice must be given within ninety (90) days after the date of such  sale
is  consummated.   If such properties are sold, Agent will not  be  entitled  to
sales  commission  unless the Agent has been retained by  Owner  pursuant  to  a
separate commission arrangement.  This Agreement shall remain in full force  and
effect as to all properties not terminated pursuant to this Section 5.9.

      5.10  The  provisions of this Article V shall survive  the  expiration  or
termination of this Agreement.

                                   ARTICLE VI
                                        
                                   ASSIGNMENT
                                        
      6.1  Agent, except for a transfer to a "Permissible Transferee", shall not
assign its rights or obligations under this Agreement, either directly or  by  a
transfer  of  shares of beneficial interest or voting control either voluntarily
or  by  operation  of law.  Any change other than to a "Permissible  Transferee"
shall  constitute  a breach of this Agreement by Agent and Owner  may  terminate
this  Agreement in accordance with Section 5.5  A "Permissible Transferee" shall
mean  any corporation, partnership, trust or other entity, more than 50% of  the
outstanding  stock  of which, or more than 50% interest in which,  is  owned  or
controlled by Agent.

      6.2   In  the event of a sale or conveyance of any of the Premises,  Owner
shall  have  the  right to cancel or assign this Agreement and  its  rights  and
obligations  hereunder to any person or entity to whom or which Owner  sells  or
conveys  such  property  or properties.  Upon such assignment,  Owner  shall  be
relieved  of its obligations under this Agreement with respect to such  property
or  properties that accrue from and after the date of such assignment,  provided
that the assignee shall assume the obligations of Owner under this Agreement and
shall  agree to perform and be bound by all of the terms and provisions  hereof,
effective  from  and after the date of such assignment and an executed  copy  of
such  assumption  agreement shall be delivered to Agent.   Agent  shall  not  be
entitled to a "termination fee" in connection with an assignment or cancellation
as  set  forth in this Section 6.2, but otherwise shall be entitled  to  collect
from  Owner  such  fees  and expenses, including termination  and/or  relocation
expenses of Agent's full-time employees, if any, as Agent has earned pursuant to
this Agreement prior to the date of such assignment or cancellation.

                                   ARTICLE VII
                                        
                                  MISCELLANEOUS
                                        
      7.1   Owner's  representative ("Owner's Representative"), whose  name  and
address is set forth in paragraph 2 of Exhibit A attached hereto, shall  be  the
duly authorized representative of Owner for the purpose of this Agreement.   Any
statement,  notice, recommendation, request, demand, consent or  approval  under
this  Agreement shall be in writing and shall be deemed given by Owner when made
or  given  by  Owner's  Representative or any officer  of  Owner  and  delivered
personally to an officer of Agent or mailed, addressed to Agent, at his  address
first  above  set forth.  Either party may, by notice to the other, designate  a
different address for the receipt of the aforementioned communications and Owner
may,  by  notice  to  Agent, from time to time, designate  a  different  Owner's
Representative  to  act  as such.  All communications mailed  by  one  party  to
another  shall  be  sent by first class mail, postage prepaid  or  Express  Mail
Service, or other commercial overnight delivery service, except that notices  of
default shall be sent by registered or certified mail, return receipt requested,
postage  prepaid,  Express Mail Service or other commercial  overnight  delivery
service with receipt acknowledged in writing.  Communications so mailed shall be
deemed  given or served on the date mailed.  Notwithstanding the foregoing,  any
notices,  requests,  consents, approvals and other  communications,  other  than
notices  of  default  or approvals of annual budgets, and other  communications,
approvals  or  agreements  which are required by  the  express  terms  of  other
provisions  of  this  Agreement to be in writing,  may  be  given  by  telegram,
telephonic  communication or orally in person.  Agent and Owner shall furnish to
the  other  the names and telephone numbers of one or more persons  who  can  be
reached  at  any  time during the term of this Agreement  in  the  event  of  an
emergency.

     7.2  Agent shall, at its own expense, qualify to do business and obtain and
maintain  such licenses as may be required for the performance by Agent  of  its
services.

      7.3  Each provision of this Agreement is intended to be severable.  If any
term   or  provision  hereof  shall  be  determined  by  a  court  of  competent
jurisdiction to be illegal or invalid for any reason whatsoever, such  provision
shall  be severed from this Agreement and shall not affect the validity  of  the
remainder of this Agreement.

      7.4   In the event either of the parties hereto shall institute any action
or   proceeding  against  the  other  party  relating  to  this  Agreement,  the
unsuccessful  party in such action or proceeding shall reimburse the  successful
party  for  its  disbursements  incurred in connection  therewith  and  for  its
reasonable attorney's fees as fixed by the court.

     7.5  No consent or waiver, express or implied, by either party hereto or of
any  breach or default by the other party in the performance by the other of its
obligations hereunder shall be valid unless in writing, and no such  consent  or
waiver shall be deemed or construed to be a consent or waiver to or of any other
breach  or  default in the performance by such other party of the  same  or  any
other  obligations of such party hereunder.  Failure on the part of either party
to  complain  of any act or failure to act of the other party 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.  The granting  of
any  consent or approval in any one instance by or on behalf of Owner shall  not
be  construed  to  waive  or limit the need for such consent  in  any  other  or
subsequent instance.

      7.6  The venue of any action or proceeding brought by either party against
the  other arising out of this Agreement shall be in the state or federal courts
of the Commonwealth of Pennsylvania.

      7.7   This Agreement may not be changed or modified except by an agreement
in  writing  executed  by each of the parties hereto and  consented  to  by  the
Lender.   This  Agreement constitutes all of the understandings  and  agreements
between the parties in connection with the agency herein created.

      7.8  This Agreement shall be binding upon and inure to the benefit of  the
parties  hereto and their permitted successors and assigns, but shall not  inure
to the benefit of, or be enforceable by, any other person or entity.

     7.9  Nothing contained in this Agreement shall be construed as making Owner
and  gent partners or joint ventures or as making either of such parties  liable
for  the  debts  or  obligations of the other, except as in  this  Agreement  is
expressly provided.

      7.10  The  Real Estate Management Agreement dated as of the  17th  day  of
August,  1993,  by  and  between Owner, as a Delaware general  partnership,  and
Agent, shall become null and void as of the date of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                         
                         CROWN AMERICAN FINANCING
                         PARTNERSHIP, L.P., a Delaware limited
                         partnership
                              (Owner)
                         BY: CROWN AMERICAN FINANCING
                         CORPORATION, as sole general partner

                              By:     /s/ Ronald P. Rusinak
                              Name:   Ronald P. Rusinak
                              Title:  Vice President


                         CROWN AMERICAN PROPERTIES, L.P.
                              (Agent)
                         BY: CROWN AMERICAN REALTY TRUST,
                         as sole general partner


                               By:    /s/ Ronald P. Rusinak
                               Name:  Ronald P. Rusinak
                              Title:  Vice President


                                    EXHIBIT A

                                        
                                        

1.   Premises (1.1):

     A.   Leasehold Estate:

     (i)  Uniontown Mall
          Uniontown, Pennsylvania;

     B.   Fee Estate:

     (i)  Chambersburg Mall
          Chambersburg, Pennsylvania;

     (ii) Francis Scott Key Mall
          Frederick, Maryland;

     (iii)     Lycoming Mall
          Muncy, Pennsylvania;

     (iv) Martinsburg Mall
          Martinsburg, West Virginia;

     (v)  New River Valley Mall
          Christiansburg, Virginia;

     (vi) Nittany Mall
          State College, Pennsylvania;

     (vii)     North Hanover Mall
          Hanover, Pennsylvania;

     (viii)    Patrick Henry Mall
          Newport News, Virginia;

     (ix) Phillipsburg Mall
          Phillipsburg, New Jersey;

     (x)  South Mall
          Allentown, Pennsylvania;

     (xi) Viewmont Mall
          Scranton, Pennsylvania;

     (xii)     West Manchester Mall
          York, Pennsylvania.

2.   Name and Address of Owner's Representative (7.1):

     John M. Kriak
     Pasquerilla Plaza
     Johnstown, PA  15907.

3.   Limit of amount authorized for non-emergency purchases and repairs (2.1(a)
     and (c)):
     
     $50,000.00.

4.   Name of Banks (2.1(g)):

     PNC Bank, N.A.

5.   Management Fees (4.1):

     Owner agrees to pay Agent as compensation for its management services
     hereunder  an  amount equal to 5% of the amounts set forth in Section  4.1.
     Such management fee shall be payable monthly based on the income earned for
     the  categories described in Section 4.1, computed in accordance with GAAP.
     Agent  shall  be  entitled to receive the management fee on  the  pro  rata
     portion of percentage rents received by Owner after the termination of this
     Agreement but applicable to time periods prior to the termination  of  this
     Agreement based upon the actual number of days lapsed divided by 365.
6.   Legal and Tenant Coordination Expenses:

     Owner agrees to pay Agent, to defray in-house legal expenses and tenant
     coordination  expenses (a) with respect to each new lease  and  each  lease
     renewal  of  mall  shops and free-standing buildings (other  than  a  lease
     renewal or extension resulting from the exercise of an option contained  in
     such lease), an amount equal to  the Agent's actual costs of providing such
     services,  limited  however to the annual amount which  is  capitalized  as
     tenant allowance costs under the Owner's customary accounting practices  as
     Agent and Owner shall mutually agree and as recorded in the Owner's audited
     annual financial statements.  Such fees shall be payable monthly in arrears
     using  estimated fees per square foot, based on the estimated  annual  fee;
     the  monthly  estimated  fees shall be adjusted to a  final  actual  amount
     within  90  days after the Owner's fiscal year end.  Agent and Owner  shall
     use  their  best  efforts to estimate the monthly fee per square  foot  and
     shall  adjust  the amount periodically during the year as  mutually  agreed
     upon.

7.   Leasing and Land Sale Fees:

     (i)  Leasing Commission:

          Agent shall be entitled to commissions for leases secured, in addition
to
          other fees and compensation provided in this Agreement,  equal to  the
     Agent's  actual  costs of providing leasing services related  to  permanent
     leases  (those with an initial term in excess of one year), limited however
     to  the  aggregate  amount which is capitalized as lease acquisition  costs
     under  the Owner's customary accounting practices as Agent and Owner  shall
     mutually  agree  and  as recorded in the Owner's audited  annual  financial
     statements.  Such fees shall be payable monthly in arrears using  estimated
     fees  per  square  foot,  based on the estimated annual  fee;  the  monthly
     estimated  fees shall be adjusted to a final actual amount within  90  days
     after  the  Owner's fiscal year end.  Agent and Owner shall use their  best
     efforts  to  estimate the monthly fee per square foot and shall adjust  the
     amount periodically during the year as mutually agreed upon.

          (ii) Brokerage Commissions:

            Owner  and  Agent  acknowledge  that  some  leasing  and  land  sale
     transactions will involve the use of an independent real estate  broker  or
     real estate sales agent, who will be paid a commission for introducing  and
     bringing  a  prospective tenant or purchaser to the  Premises.   Agent  may
     utilize  brokers in connection with carrying out its leasing and land  sale
     activities,  and  shall  be  reimbursed by Owner  for  the  cost  of  those
     Brokerage Commissions in the following circumstances:

          (a)  Agent was required to recognize the broker or sales agent as the
               representative of the prospective tenant or purchaser and was not
               allowed or permitted the opportunity to contact or negotiate with
               the tenant or purchaser except through the broker or sales agent,
               and this fact was disclosed to Owner.

          (b)  Agent disclosed to Owner the existence of the broker or sales
               agent  and the brokerage fee at the time the proposed leasing  or
               land sale  transaction was submitted to Owner for approval.
               
Except  as provided in (a) and (b) above, Agent shall assume the sole  cost  and
responsibility for broker commissions.

     (iii)     Land Sale Commission:

           For services provided pursuant to Section 2.7(e), Owner shall pay the
     Agent  a  sales commission equal to fifteen percent (15%) of  the  adjusted
     sales  price ("Sales Commission"), as compensation for overhead  associated
     with  the  services  of certain employees of Agent.  For  purposes  of  the
     foregoing  "adjusted sales price" shall mean the gross proceeds payable  to
     Owner  less  reasonable and necessary development costs paid  by  Owner  in
     connection with the transfer.  One-half (1/2) of the Sales Commission shall
     be  due  and  payable to Agent at the time a mutually binding Agreement  of
     Sale  with  respect  to  any  Sale Property  is  fully-executed,  with  the
     computation  of  such amount being based on the gross proceeds  payable  to
     Owner.   The balance of the Sales Commission shall be paid to Agent at  the
     time of closing of any such sale.

     8.   Excluded Services:

     Notwithstanding anything to the contrary contained herein, the parties
     acknowledge  that it is not within the contemplation of this  Agreement  or
     the  fee structure included herein that the Agent perform any services with
     respect  to the following:  any "due diligence" or similar efforts relating
     to  any  financing,  refinancing or sale or disposition  of  the  Premises;
     zoning  compliance  of  the Premises; performing or supervising  (including
     tenant   room  build-outs  or  remodeling)  any  extensive  alteration   or
     renovation to the Premises; asbestos and/or other environmental studies and
     any  related  abatement or remediation activities for any tenant  premises,
     site  acquisitions of additional ground for the expansion of the  Premises;
     reconstruction  after  casualty or condemnation;  leasing,  management,  or
     construction  relating  to  any proposed or implemented  expansion  of  the
     Premises  or work generally classified as "development" work in  connection
     with  the  same; renewals or renegation of leases or other agreements  with
     department  stores  if  such  involves substantial  changes  from  existing
     documents  (including,  without  limitation,  negotiation  of  new  leases,
     renewal  leases,  operating  covenants,  renovation  provisions,  expansion
     rights,  and like matters); or replacement of department stores  tenancies.
     Owner  shall  reimburse Agent for all such services rendered equal  to  the
     Agent's  actual  costs of providing such services, limited however  to  the
     annual  amount  which  is capitalized as tenant allowance  or  construction
     costs  under the Owner's customary accounting practices as Agent and  Owner
     shall  mutually  agree  and  as  recorded in  the  Owner's  audited  annual
     financial statements.  Such fees shall be payable monthly in arrears  using
     estimated  based  on the estimated annual fee; the monthly  estimated  fees
     shall be adjusted to a final actual amount within 90 days after the Owner's
     fiscal  year end.  Agent and Owner shall use their best efforts to estimate
     the  monthly fees and shall adjust the amount periodically during the  year
     as mutually agreed upon.

9.   Other Requested Services:

     If  Owner  requests  Agent  to provide its own  personnel  for  non-routine
     services which  Agent  is not obligated elsewhere in this Agreement to 
     perform  the compensation  for which is not provided for hereinabove, 
     unless  Owner  and Agent  otherwise agree to an acceptable fee for such 
     services, Owner  shall pay  Agent an amount equal to two and one-half 
     times the actual  base cost  of  Agent's departmental personnel, as 
     computed by Agent,  for  their time involved in performing such requested
     services, plus reimbursement for any  out-of-pocket  costs  incurred 
     incident to furnishing  such  requested services.   Owner  and Agent
     shall agree in advance as to the  hourly  base cost  to  be  applicable for
     the specific services to  be  provided.   Such  amount  or amounts shall be
     payable to Agent  monthly within ten (10)  days after  Owner's receipt of 
     Agent's statement setting for the amount  payable to Agent.
                     
                                   EXHIBIT B
                                        
INTENTIONALLY OMITTED


                                    EXHIBIT C
                                        
                               Leasing Guidelines
                                        
                                        
                                        
                                        
      Agent  shall  use a form or forms of lease; or with respect  to  temporary
tenants  and/or  short term promotional activities, a form or forms  of  license
agreement,   which have been prepared and submitted to Owner for  Owner's  prior
review and approval.  Agent will negotiate and make modifications to such  forms
as  directed by Owner, or as necessary or appropriate with respect to the  needs
of the particular transactions, utilizing methods and techniques consistent with
prevailing practices employed in management and leasing of shopping centers.

      For  all  agreements, excepting license agreements for  temporary  tenants
and/or  for  short  term  promotion activities,  all   essential  financial  and
business  terms and provisions of the lease or agreement, including construction
and  improvements  of  the leasehold, shall be presented for  Owner's  approval.
Tenant-signed  leases presented by Agent for Owner's review and execution  shall
be  consistent with such terms and conditions previously approved by  Owner,  or
with  such deviations or modifications identified for Owner's review.  Execution
of  tenant-signed leases that are presented by Agent for Owner's signature  will
acknowledge Owner's approval of the lease, its form, its terms and provisions.

      No  lease or other agreement shall be entered into, modified, canceled  or
extended  if  the  consent of any mortgagee or ground lessor is required  unless
such  consent  has  been  obtained.  Agent will notify  Owner  when  consent  is
required.



EXHIBIT 10.5 (h)
                                        
              AMENDED AND RESTATED REAL ESTATE MANAGEMENT AGREEMENT
                                        
                                        
                                        
       THIS   AMENDED  AND  RESTATED  REAL  ESTATE  MANAGEMENT  AGREEMENT  (this
"Agreement"), made as of the 28th day of August, 1998,  between  CROWN  AMERICAN
WL  ASSOCIATES, L.P., a Pennsylvania limited partnership, having  its  principal
address at Pasquerilla Plaza, Johnstown, Pennsylvania 15907 ("Owner"), and CROWN
AMERICAN  PROPERTIES, L.P., a Delaware limited partnership, having its principal
address at Pasquerilla Plaza, Johnstown, Pennsylvania  15907 ("Agent").

                               W I T N E S S E T H
                                        

      WHEREAS,  Owner  and  Agent  were parties  to  that  certain  Real  Estate
Agreement, dated November 17, 1997 (the "Management Agreement");

      WHEREAS, Owner and Agent have agreed to amend and restate the terms of the
Management Agreement in order to extend the initial term thereof and to  modify,
amend and restate all other terms and provisions thereof in accordance with  the
terms and provisions of this Agreement;

      NOW,  THEREFORE,  in consideration of the premises, the mutual  covenants,
agreements,  representations and warranties hereinafter contained,  the  receipt
and  sufficiency of which are hereby acknowledged, the parties hereto agree that
the  Management Agreement is hereby amended and restated in its entirety to read
as follows:


                                    ARTICLE I
                                        
                       APPOINTMENT AND AUTHORITY OF AGENT
                                        
       1.1   Owner  owns   leasehold  interests  in  certain  retail  properties
identified on Exhibit A attached hereto and made a part hereof (the "Premises").
Owner hereby appoints Agent as the exclusive managing and renting agent for  the
Premises,  and hereby authorizes Agent to exercise such powers with  respect  to
the  Premises  as  may  be necessary for the performance of Agent's  obligations
under Article II, and Agent accepts such appointment on the terms and conditions
hereinafter set forth for the term as provided in Article V.  Agent  shall  have
no right or authority, express or implied, to commit or otherwise obligate Owner
in  any manner whatsoever except to the extent specifically provided herein  and
agrees that it shall not hold itself out as having authority to act on behalf of
Owner  in any manner which is beyond the scope of authority granted to Agent  in
this Agreement.

                                   ARTICLE II
                                        
                               AGENT'S AGREEEMENT
                                        
      2.1   Agent,  on  behalf  of  Owner,  shall  implement,  or  cause  to  be
implemented,  the  decisions of Owner and shall conduct the ordinary  and  usual
business affairs of Owner with respect to the management, operation and  leasing
of the Premises as provided in this Agreement.  Agent shall at all times conform
to  the  policies  and programs established by Owner and the  scope  of  Agent's
authority  shall be limited to said policies.  Agent shall act  in  a  fiduciary
capacity with respect to the cash and cash equivalent assets of Owner which  are
within  the custody or control of Agent.  Agent shall deal at arm's length  with
all  parties  and shall serve Owner's interests at all times.  All  undertakings
incurred by Agent on behalf of Owner in accordance with this Agreement shall  be
at  the  cost and expense of Owner unless otherwise provided for herein.   Agent
agrees  to use its best efforts in the management and operation of the Premises.
Agent  shall perform the following duties in connection with the management  and
operation of the Premises:

           (a)   Contract,  for  periods not longer than  the  term  of  Owner's
leasehold  estate,  in the name of Owner, for gas, electricity, water  and  such
other  services  as  are  currently being furnished to  the  Premises.   Service
contracts shall be written to include a provision allowing termination by  Owner
upon  30 days' notice wherever possible.  All service contracts, including those
in  effect  at the date hereof in respect of the Premises, including  the  terms
thereof (with cancellation right, if any), the services provided thereunder  and
the charges called for thereby, should be detailed in the annual budget package.
No  such contract, other than for utilities, including water, which involves  an
expenditure  in  excess  of the amount set forth in paragraph  3  of  Exhibit  A
attached  hereto  shall hereinafter be entered into by Agent without  the  prior
approval of Owner.  Agent shall also perform the obligations of the Owner  under
any utility service agreement and any reciprocal easement agreements.

           (b)   Select,  employ,  pay,  supervise,  direct  and  discharge  all
employees  necessary for the proper, safe and economic operation and maintenance
of  the  Premises, in number and at wages in accordance with industry  practices
and the annual budget, carry Worker's Compensation Insurance (and, when required
by   law,  compulsory  Non-Occupational  Disability  Insurance)  covering   such
employees,  and use reasonable care in the selection, discharge, and supervision
of  such  employees.   Agent  will keep bi-weekly time  sheets  which  shall  be
available for inspection by Owner.  Agent shall prepare or cause to be  prepared
and  timely  filed  and  paid,  all necessary returns,  forms  and  payments  in
connection  with  unemployment insurance, medical and life  insurance  policies,
pensions, withholding and social security taxes and all other taxes relating  to
said employees which are imposed on employees by any federal, state or municipal
authority.   Agent  shall also provide usual management services  in  connection
with  labor relations and shall prepare, maintain and file all necessary reports
with  respect to the Fair Labor Standards Act and all other required  statements
and  reports pertaining to employees at the Premises.  Agent shall use its  best
efforts  to  comply  with  all laws and regulations  and  collective  bargaining
agreements,  if any, affecting such employment.  Owner shall have the  right  to
review  and  approve  all  collective bargaining  agreements  which  affect  the
Premises  prior to their implementation or acceptance by Agent.  Agent  will  be
and  will  continue  throughout  the term of  this  Agreement  to  be  an  equal
opportunity employer.  All persons employed in connection with the operation and
maintenance  of  the  Premises  shall be employees  of  Agent  or  employees  of
contractors approved by Owner to provide contract services to the Premises.

           (c)   Keep  the  Premises  in  a safe, clean,  rentable  and  sightly
condition and make and contract for all repairs, alterations, replacements,  and
installations,  do  all  decorating and landscaping, and purchase  all  supplies
necessary for the proper operation and maintenance of the Premises and  for  the
fulfillment of Owner's obligations under any lease, operating agreement or other
agreement  or  compliance  with  all governmental  and  insurance  requirements,
provided  that, except as provided in Section 2.5 hereof, Agent shall  not  make
any  purchase or do any work, the cost of which shall exceed the approved budget
or  the  amount  set forth in paragraph 3 of Exhibit A attached hereto,  without
obtaining  in each instance the prior approval of Owner, except in circumstances
which Agent shall deem to constitute an emergency requiring immediate action for
the  protection of the Premises or of tenants or other persons or to  avoid  the
suspension  of  necessary services or in order to cure any  violation  or  other
condition  which  would subject Owner or Agent to any criminal  penalty  or  any
civil fine in excess of $5,000.00.  Agent shall notify Owner immediately of  the
necessity for, the nature of, and the cost of, any such emergency repairs or any
action  to cure any such violation or other condition.  Agent shall arrange  for
and  supervise, on behalf of Owner, the performance of all alterations and other
work to prepare or alter space in the Premises for occupancy by tenants thereof.
If  Owner  shall  require,  Agent  shall  submit  a   list  of  contractors  and
subcontractors performing tenant work, repairs, alterations or services  at  the
Premises under Agent's direction.

      It  is understood that Agent shall not be required to undertake the making
or  supervision of extensive reconstruction of the Premises or any part  thereof
except after written agreement by the parties hereto as to any additional fee to
be paid for such services.

      Owner shall receive the benefit of all discounts and rebates obtainable by
Agent  in its operation of the Premises.  When requested by Owner, Agent  agrees
to  obtain competitive bids for the performance of any work at the Premises,  to
furnish  copies  of  such bids to Owner and to accept  such  bid  as  Owner  may
direct.

      If  Agent  desires to contract for repair, construction or  other  service
described in this paragraph (c) (other than work done at the request of a tenant
and  at  the tenant's sole cost and expense, hereinafter referred to as  "Tenant
Work")  with a party with respect to which any partner or shareholder  of  Agent
holds  a  beneficial  interest,  or with any subsidiary,  affiliate  or  related
corporation in which Agent shall have a financial interest, such interest  shall
be  disclosed to, and approved by, Owner before such services are procured.  The
cost   of   any   such   services  shall  likewise  be  at  competitive   rates,
notwithstanding that tenants of the Premises may be required to pay such  costs.
Agent,  or  a  general  contractor working under the  supervision  of  Agent  is
authorized to make and install Tenant Work.  Agent may collect from such  tenant
or  such  general  contractor, for its sole account, its charge for  supervisory
overhead  on  all  such Tenant Work.  Agent shall hold Owner harmless  from  any
claims  which may be advanced by any such tenant in connection with Tenant  Work
performed  by  Agent  or under Agent's supervision.  Agent, however,  shall  not
require   any  tenant  to  use  Agent,  its  subsidiary,  affiliate  or  related
corporation as its general contractor to perform such Tenant Work.

           (d)  Handle promptly complaints and requests from tenants and parties
to  reciprocal easement and/or operating agreements, notify Owner of  any  major
complaint  made by any such tenant or party and notify owner promptly  (together
with  copies  of  supporting documentation) of: the receipt  of  any  notice  of
violation of any governmental requirements; any known orders or requirements  of
insurers, insurance rating organizations, Board of Fire Underwriters or  similar
bodies; any known defect in the Premises; any known fire or other damage to  the
Premises,  and, in the case of any serious fire or other serious damage  to  the
Premises,  Agent  also  shall immediately provide telephone  notice  thereof  to
Owner's  General Insurance Office, so that an insurance adjuster  can  view  the
damage  before  repairs  are  started, and complete customary  loss  reports  in
connection with fire or other damage to the Premises.

           (e)   Notify  Owner's General Liability Insurance carrier  and  Owner
promptly  of any personal injury or property damage known to Agent occurring  to
or  claimed by any tenant or third party on or with respect to the Premises  and
promptly  forward  to  the  carrier, completed  insurance  forms,  any  summons,
subpoena,  or other like legal document served upon Agent relating to actual  or
alleged  potential liability of Owner, Agent, or the Premises,  with  copies  to
Owner of all such documents.

           (f)  Advise Owner of those exceptions in leases, operating agreements
and  other agreements executed on or after the date hereof in which the  tenants
or  parties to such agreements do not agree to hold Owner harmless with  respect
to liability from any accidents.

           (g)   At  the option of Owner, or as otherwise provided in  the  Loan
Documents, as hereinafter defined, receive and collect rent and all other monies
payable  to Owner by all tenants and licensees in the Premises and by all  other
parties  including department stores under ground leases and reciprocal easement
agreements  and  tenants  under  leases  of  free-standing  stores.    In   this
connection,  Agent shall calculate all amounts due to Owner from  such  tenants,
licensees  and  other  parties, including annual or periodic  adjustments  where
applicable, and shall, when appropriate, submit statements or invoices  to  such
tenants,  licensees and parties.  Agent shall deposit the same promptly  in  the
bank  named  on Exhibit A attached hereto (the "Bank") in an account with  title
including  a distinctive portion of Agent's name and such designation  as  Owner
may  direct  (the  "Bank Account"), which account shall be used exclusively  for
such  funds.   Owner's representative will be a signatory on all  bank  accounts
maintained by Agent and such representative's signature shall be required on all
checks  in excess of $50,000 and for withdrawals in excess of $1,000,000 in  any
month.   All  amounts received by Agent for or on behalf of Owner shall  be  and
remain  the property of Owner.  Checks may be drawn on the above-mentioned  bank
account only for purposes authorized under this Agreement.  No funds of Agent or
others  shall be commingled with funds in any such bank account.  Owner has  the
right to control the types of cash management accounts and dictate the specifics
of said accounts with respect to disbursement and management of funds.

          (h)  Serve notice of default upon tenants of space in the Premises and
other parties which are in default in performing obligations under their leases,
reciprocal   easement  agreements  or  other  agreements,   with   copies   sent
simultaneously to Owner, and attempt to cause such defaults to be cured  by  the
defaulting tenant or other party.  Agent shall, subject to Owner's consent  with
respect  to  any  tenant  who occupies more than 1,000  square  feet,  utilizing
counsel  theretofore approved by Owner, institute all necessary legal action  or
proceedings for the collection of rent or other income from the Premises or  the
ousting  or  dispossessing of tenants or other persons therefrom and  all  other
matters  requiring  legal attention.  Agent agrees to use its  best  efforts  to
collect  rent  and other charges from tenants in a timely manner and  to  pursue
Owner's legal remedies for nonpayment of same.  Agent shall not terminate tenant
leases  in  the Premises without Owner's consent.  Owner reserves the  right  to
designate  or  approve  counsel  and  to control  litigation  of  any  character
affecting or arising out of the operation of the Premises and the settlement  of
such litigation.

           (i)   Bond  Agent and all of Agent's employees who may handle  or  be
responsible  for  monies  or property of Owner with  a  "comprehensive  3-D"  or
"Commercial Blanket" bond, in an amount of $500,000.00.

           (j)   Notify Owner immediately of any known fire, accident  or  other
casualty,  condemnation  proceedings,  rezoning  or  other  governmental  order,
lawsuit or threat thereof involving the Premises; and the receipt of any  notice
of  violations  relative  to the leasing, use, repair  and  maintenance  of  the
Premises  under  governmental  laws,  rules,  regulations,  ordinances  or  like
provisions.

           (k)   If  Owner  so directs, make timely payment of real  estate  and
personal  property taxes and assessments levied or assessed against the Premises
or  personal property used in connection therewith and any other charge that may
become a lien against the Premises.  Owner may direct that payment of such taxes
and  assessments either be made to the taxing authority or to  a mortgage lender
holding  an  escrow account for such items.  Agent shall participate in  Owner's
tax review program and check tax assessments and, when so requested, Agent shall
assist  Owner in its efforts to reduce such taxes.  Agent shall promptly furnish
Owner with copies of all assessment notices and receipt tax bills.

           (l)   Promptly comply with  all present and future laws,  ordinances,
orders,  rules,  regulations and requirements of all Federal,  state  and  local
governments, courts, departments, commissions, boards and offices, any  national
or  local  Board  of  Fire  Underwriters or Insurance  Services  offices  having
jurisdiction, or any other body exercising functions similar to those of any  of
the foregoing ("Legal Requirements") which may be applicable to the Premises  or
any  part  thereof  or  to  the leasing, use, repair, operation  and  management
thereof,  but only to the extent that such compliance is reasonably  capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from  collections or advances by Owner.  Agent shall give prompt notice to Owner
of  any  known violation or the receipt of notice of alleged violation  of  such
laws and Agent shall not bear responsibility for failure of the Premises or  the
operation  thereof  to comply with such laws unless Agent  has  committed  gross
negligence  or  a willful act of omission in the performance of its  obligations
under this Agreement or in the performance of any other duties owed to Owner  or
third parties by Agent.  As and when directed by Owner, Agent shall institute in
its  name,  or in the name of Owner using counsel selected by Owner, appropriate
actions  or  proceedings to contest any such law, ordinance,  rule,  regulation,
order, determination or requirement.

          (m)  Promote the Premises and participate as Owner's representative in
any  Merchant's  Associations  or Promotional Organizations  (collectively,  the
"Promotional Organizations") established to promote the Premises.

           (n)   Consent to and approve tenant alteration work and installations
which are performed by tenants of space in the Premises and are provided for  in
the  leases  of  such  tenants and are within such  tenant's  space.   Agent  is
authorized to approve tenant alteration work and installations not provided  for
in  leases if (i) such alteration work and installations are made solely at  the
expense  of the tenant, and (ii) such alteration work and installations  do  not
affect  the  structural  integrity  or facade  of  any  building.   Agent  shall
periodically   monitor  the  progress  of  any  tenant   alteration   work   and
installations  to confirm that the work is being done in a good and  workmanlike
manner  and in substantial conformity with any plans and specifications approved
by  Owner  or  Agent,  and  shall notify Owner of any material  deficiencies  or
material variations from the approved plans and specifications.

           (o)   Provide, upon Owner's request in accordance with the provisions
of  Section 10 and Section 11 of Exhibit A, general contracting and construction
management services ("Development Services") and consultation to Owner  for  the
Premises,  which shall include, without limitation, the management,  supervision
and  administration  of,  and provisions for services  for  the  improvement  or
expansion  (and  in the event of damage or condemnation, the reconstruction)  of
the  Premises, including advice, expertise and support of Agent provided  and/or
retained  and/or  coordinated  by home office and on-site  personnel  including,
without  limitation,  executive  personnel, design  and  engineering  personnel,
clerical personnel, legal and accounting personnel.  Such personnel will perform
consultation and various functions involved with Development Services including,
without   limitation,   the   following:    design,   planning,   architectural,
engineering,  acquisition and negotiation, negotiations with  department  stores
for  site  acquisition  and  operation in the Premises;  permits  and  licenses;
preopening  advertising and publicity; market research, site work;  negotiations
with  public authorities; attendance at public hearings; project management  and
all  other  activities  necessary to accomplish the  improvement,  expansion  or
reconstruction of the Premises.  It is understood that Development Services  and
consultation  with Owner may or may not involve Agent's in-house  personnel;  by
mutual agreement of Agent and Owner, outside professionals or other persons  may
be engaged to provide Development Services and consultation with Owner, provided
that  Agent agrees to require any contractor or subcontractor brought  onto  the
Premises to have workers' compensation and employers' liability insurance in the
necessity statutory amounts and comprehensive general liability insurance for at
least $1,000,000.00.

           (p)  If Owner so directs, pay when due (i) all debt service and other
amounts  due under any mortgages that encumber the Premises or any part thereof,
and  (ii)  all  rent and other charges payable under any ground  lease  of  land
included  in the Premises under which Owner is the tenant and give Owner  notice
of the making of each payment.

          (q)  Carry out and comply with, directly or through a third party, all
requirements  on the part of Owner under all such mortgages and  ground  leases,
all  leases of space in the Premises, all ground leases and reciprocal  easement
agreements with department stores and all other agreements affecting or relating
to  the  Premises  which  are known or made known to Agent,  including,  without
limitation, the furnishing of all services and utilities called for therein, but
only to the extent that such requirements are at the time reasonably capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from collections or advances by Owner, provided that Agent shall promptly notify
Owner  if  Agent  cannot  carry out such requirement or has  insufficient  funds
available to do so.  Agent shall notify Owner promptly of any default under  any
such  mortgage, lease, ground lease, reciprocal easement or other  agreement  on
the  part  of  Owner, the tenant or other party thereto of which  agent  becomes
aware.

          (r)  Use reasonable efforts to comply with and require compliance with
the  requirements of leases of space in the Premises, ground leases,  reciprocal
easement  agreements  and  all other agreements affecting  or  relating  to  the
Premises  which  are  known  or made known to Agent  on  the  part  of  Tenants,
department  stores  and other parties thereto and enforce  compliance  with  the
rules and regulations, sign criteria and like standards for the Premises adopted
by Owner from time to time.

           (s)  Upon request, furnish Owner with an executed copy of each lease,
lease  renewal,  lease amendment, service contract and other  agreement  entered
into  on  or  after the date of this Agreement in connection with the operation,
management  and  leasing of the Premises, and use reasonable efforts  to  secure
from  tenants  and  parties to reciprocal easement agreements,  and  furnish  to
Owner,  any  certificates  of  insurance and renewals  thereof  required  to  be
furnished by the terms of their leases or agreements.  All such executed  copies
of  leases  shall  be maintained in Agent's main office, with  additional  lease
copies  together  with  insurance certificates also maintained  at  the  Agent's
office at the relevant property, if any such office exists.

           (t)  Inspect the Premises periodically and submit reports of findings
and   recommendations   to  Owner  which  shall  include,  without   limitation,
recommendations  as  to  required repairs, replacements or  maintenance.   Agent
shall keep and submit annual written reports of all material alterations made to
the Premises, no matter by whom effected.

           (u)   Erect barriers or chains for the purpose of blocking access  to
the  common  areas of and buildings included in the Premises as  local  law  may
require,  or, as directed in writing by owner, in order to avoid the  dedication
of  the  same for public use and furnish appropriate evidence of same  to Owner.
Agent  shall give any advance notice of the erection of such barriers or  chains
which may be required under reciprocal easement agreements or ground leases with
department stores.

          (v)  Use its reasonable efforts to obtain from tenants of the Premises
and  department  stores which are parties to reciprocal easement  agreements  or
ground  leases  waivers of their insurers' rights of subrogation in  respect  to
policies  of  fire  and  extended coverage and other property  damage  insurance
carried by them in favor of Owner, Agent and any department store or tenant  for
which Owner is obligated to attempt to obtain such waivers under a ground lease,
reciprocal easement agreement or space lease.

          (w)  Assist owner in preparing any statements required to be submitted
by  Owner  under  the  terms  of mortgages, ground leases,  reciprocal  easement
agreements and leases.

            (x)   Perform  its  duties  in  renting,  managing,  operating   and
maintaining  the  Premises  applying prudent and reasonable  business  practices
which are consistent with those followed in respect of the Premises prior to the
date  of  this  Agreement, using reasonable care and diligence in  carrying  out
properly and efficiently its responsibilities under this Agreement.  Agent shall
maintain  those portions of the common areas of the Premises which  are  Owners'
obligation to maintain in a clean, safe and attractive condition, use reasonable
efforts  to  enforce  the  provisions of applicable leases,  ground  leases  and
reciprocal easement agreements so as to cause tenants and department  stores  to
maintain their premises and common areas, if any, in similar condition,  arrange
for  necessary security for the Premises and their common areas and arrange  for
cleaning  and  snow removal for the parking areas and roadways of the  Premises.
Agent shall recommend to Owner from time to time such procedures with respect to
the  Premises  as Agent may deem advisable for the more efficient  and  economic
management and operation thereof.

           (y)  Where leasing guidelines or any Legal Requirement (as defined in
paragraph  2.1  (m)  hereof)  now or hereafter in  effect  require  that  tenant
security  deposits be maintained, a separate interest-bearing account  for  such
security deposits (the "Security Deposit Account") shall be opened by Agent at a
bank approved by Owner.  The Security Deposit Account shall be maintained in the
name of Agent in accordance with the relevant lease or Legal Requirement, as the
case  may  be,  and shall be used only for tenant security deposits.   The  bank
shall  be  informed that the funds in the Security Deposit Account are  held  in
trust  for  Owner.   Agent  shall have the authority to  remit  to  tenants  any
interest  to  which they are entitled on their security deposit,  in  accordance
with  their leases or any Legal Requirement, but Agent shall obtain the  written
approval  of  Owner prior to the return of such deposits or any  other  security
(including  letters  of  credit) to any tenant when the amount,  in  any  single
instance, exceed $50,000.00.

     Owner recognizes and understands that Environmental Service (as hereinafter
defined)  are  not actions or services that Agent is required to  perform  under
this Agreement and Owner further recognizes and understands that Agent is not  a
consultant  or a contractor that performs Environmental Services.  Upon  Owner's
request, Agent agrees to obtain and coordinate for and on behalf of Owner,  such
Environmental  Services as Owner may request or require.  Owner shall  reimburse
Agent  for its administrative costs in connection with the coordination of  such
Environmental Services as provided in Exhibit A, paragraph 11 of the  Agreement.
In  addition, Owner shall reimburse Agent for the costs of outside professionals
retained  to perform Environmental Services.  Environmental Services is  defined
to  be  those  acts  or actions involving the presence use,  exposure,  removal,
restoration, or introduction of Hazardous materials (as hereinafter defined) and
the investigation of and compliance with any and all applicable rules, laws,  or
regulations  of  local,  state or federal authorities which  apply  or  regulate
Hazardous  Materials.  Hazardous Materials means any hazardous, radioactive,  or
toxic  substance,  material or waste listed in the United States  Department  of
Transportation  Hazardous  Materials Table; or by the  Environmental  Protection
Agency  as  hazardous substances; or such substances, materials and waste  which
are  or  become regulated under applicable local, state or federal law including
materials which are petroleum products, asbestos, polychlorinated biphenyls,  or
designated  as  hazardous  substances under the  Clean  Water  Act;  or  defined
hazardous waste under the Resource Conservation and Recovery Act; or defined  as
hazardous   substances   under   the   Comprehensive   Environmental   Response,
Compensation and Inability Act.

      2.2   Agent agrees, on behalf of Owner and at Owner's expense, to  procure
and  continue  to maintain in force a comprehensive general liability  insurance
policy  or polices with respect to the Premises.  Such policy or policies  shall
provide  for  coverage in the amount and with such insurers as are  required  of
Owner  under the Loan Documents (as defined below), but in any event,  not  less
than  ten  million dollars ($10,000,000.00) combined single limit  coverage  per
occurrence  for  bodily injury and property damage.  The polices  shall  include
coverage  for  contractual  liabilities assumed with respect  to  the  Premises,
including,  but  not limited to, the obligations created by  the  indemnity  set
forth in Section 3.3 hereof as used in this Agreement, the term "Loan Documents"
shall  refer to that certain Amended and Restated Permanent Loan Agreement  (the
"Loan  Agreement"); Mortgage, Assignment of Leases and Rents, Security Agreement
and  Fixture  Filing  (the  "Mortgage"); Amended and Restated  Promissory  Note;
Assignment  of  Leases  and  Rents;  Manager's  Consent  and  Subordination   of
Management Agreement; Second Mortgage, Assignment of Leases and Rents,  Security
Agreement  and  Fixture  Filing; Hazardous Materials Indemnity  Agreement;  Cash
Management  Agreement; and that certain Second Assignment of Leases  and  Rents;
each  dated  as  of  August  28, 1998, from Owner to  General  Electric  Capital
Corporation  ("Lender"),  and  such  other  documents  as  may  be  executed  in
connection with the loan (the "Mortgage Loan") secured by the Mortgage.

      Further, at all times during the term of this Agreement, Agent shall  keep
or  cause  to  be kept insured, at Owner's cost and expense, all  buildings  and
improvements  on  the Premises against loss or damage by fire, windstorm,  hail,
explosion,  damage from aircraft and vehicles and smoke damage, and  such  other
risks  as are from time to time included in "extended coverage" endorsements  in
an amount sufficient to replace said improvements.

      All  insurance  provided for in this Section 2.2 shall be  effected  under
valid  and  enforceable polices issued by insurers of recognized  responsibility
and  shall provide respectively, for the waiver of all rights of subrogation  by
Owner  or  parties  claiming through Owner against  Agent  and  its  agents  and
employees.   Owner and Agent hereby waive all rights of recovery as against  the
other  party hereto arising from loss or damage caused by the perils  enumerated
in  this  Section 2.2 and agree that any policies obtained with respect to  such
perils  shall be endorsed accordingly, if such endorsements are available.   Any
insurance  required to be maintained hereunder may be taken out under a  blanket
insurance  policy  or  polices covering other properties of  the  insured.   Any
policy required by this Section 2.2 shall provide that such policy shall not  be
canceled without at least thirty (30) days' prior notice to Owner and Agent and,
in  any  event,  shall  provide that all parties insured thereby  shall  receive
notice  no  less  than fifteen (15) days prior to the expiration  dates  of  the
expiring policies.

      2.3  Agent agrees to render monthly reports relating to the management and
operation  of  the  Premises for the preceding calendar month on or  before  the
twenty-fifth  (25th) day of each month in form as Owner and Agent will  mutually
agree.  Agent agrees that Owner shall have the right to require the transfer  to
Owner at any time of any funds in the Bank Account considered by Owner to be  in
excess  of an amount reasonably required by Agent for disbursement in connection
with  the Premises.  Agent agrees to keep records with respect to the management
and  operation  of  the Premises as prescribed by owner,  and  to  retain  those
records  for periods specified by Owner.  Owner shall have the right to  inspect
such  records  and  audit the reports required by this Section  during  business
hours  for  the  life of this Agreement and thereafter during  the  period  such
records are to be retained pursuant to this Section.  In addition, Agent  agrees
that  such records may be examined from time to time during the period aforesaid
by  any  of  the supervisory or regulatory authorities having jurisdiction  over
Owner.

      2.4   Agent  shall  ensure  such  control over  accounting  and  financial
transactions  as is reasonably required to protect Owner's assets from  loss  or
diminution due to gross negligence or willful misconduct on the part of  Agent's
associates  or  employees.   Losses  caused  by  gross  negligence  or   willful
misconduct shall be borne by Agent.

      2.5   Agent shall establish and prepare, in the form authorized by  Owner,
with  such additional changes as may be reasonably requested by Owner, operating
and  capital  improvement  budgets  for the  promotion,  operation,  repair  and
maintenance  of  the  Premises for each calendar year.   Preliminary  and  final
budgets will be due 45 and 30 days, respectively, prior to commencement  of  the
calendar year to which they relate.  Such budgets shall be prepared on  both  an
accrual  basis  showing a month-by-month projection of income and  expenses  and
capital  expenditures.  At least 30 days prior to the end of  each  year,  Agent
shall  meet  with  Owner to review such budgets for the subsequent  year.   Upon
receiving Owner's approval, Agent shall use its best efforts to comply with such
final budgets.

           (a)   Agent  shall  meet  with Owner on a  regular  basis,  not  less
frequently  than semi-annually and otherwise upon reasonable call by  Owner,  to
review the operations of the Premises, to review and, if appropriate, revise  in
light  of actual experience the annual operating and capital improvement budgets
theretofore  approved  by Owner and to consider other matters  which  Owner  may
raise.

           (b)   Upon approval of the operating budget by Owner, and unless  and
until  revoked or revised by Owner, Agent shall have the right, without  further
consent  or approval by Owner to incur and pay the operating expenses set  forth
in the approved operating budget, subject to paragraph 2.1(g) above.

          (c)  At the request of Owner from time to time Agent shall prepare and
submit to Owner (i) operating projections for the Premises for the ensuing  five
(5)  years, such projections to be made on a year-by-year basis and to be  based
on  Agent's  best  judgment  as to the future, taking into  consideration  known
circumstances  and circumstances Agent can reasonably anticipate are  likely  to
occur, and (ii) a schedule in reasonable detail of capital improvements, repairs
and  replacements  not  provided for in the current capital  improvement  budget
which  Agent  reasonably anticipates will be required or should be made  in  the
foreseeable future, with Agent's opinion as to the relative priority and cost of
each thereof.

      2.6   Agent shall also participate in Owner's property review programs  to
the  extent  requested by Owner.  Such review shall include  asset,  investment,
financial  and  strategy profiles in form satisfactory to  Owner.   Agent  shall
respond,  within  10  days, to Owner's management evaluation reports  concerning
actions  to be taken by Agent to correct or modify its management standards  for
the  operations,  leasing or financial services provided for the  Premises.   If
Owner shall request that Agent's home office or regional office personnel travel
to  the  Premises to participate in Owner's property review programs or for  any
other reason (unless such reason is for normal supervision), the reasonable cost
of  meals, travel and hotel accommodations expenses incurred by such home office
personnel in connection with such travel shall be reimbursed to Agent by  Owner.
Agent  shall,  however, bear the full cost and expenses  incurred  by  its  home
office  or  regional  office personnel in connection with their  travel  to  the
Premises  to  the  extent such travel is required by the Agent  for  the  normal
supervision of the management and leasing of the Premises.

      2.7   Agent  agrees to use its best efforts to have all space  within  the
Premises  rented  to desirable tenants, satisfactory to Owner,  considering  the
nature of the Premises, and in connection therewith:

           (a)   To  negotiate, as the exclusive agent of Owner, all leases  and
renewals  of  leases  at  the  appropriate time, it being  understood  that  all
inquiries to Owner with respect to leasing any portion of the Premises shall  be
referred  to  Agent.  Except for license agreements for temporary  tenants,  all
leases  and renewals for lease terms in excess of one (1) year must be  prepared
in accordance with Exhibit C by Agent and in accordance with the annual approved
budget and be submitted to Owner's representative for execution by Owner.  Agent
is authorized to negotiate and execute license agreements prepared in accordance
with  Exhibit C for temporary tenants and/or short term promotional  activities.
If Agent shall receive a prospective tenant reference from a property other than
the  Premises, which Agent or any subsidiary or affiliate manages,  Agent  shall
promptly  declare its potential conflict of interest to Owner  and  Owner  shall
determine  if  negotiations with such prospective tenant shall be undertaken  by
Agent,  Owner,  or a third party approved by Owner.  References  of  prospective
tenants,  as  well  as  their varying use requirements,  shall  be  investigated
carefully  by  Agent.   Agent also is authorized to  negotiate  and  execute  on
Owner's behalf lease amendments which:  (i) change a Tenant's commencement  date
by  sixty (60) days or less (or for such longer period as is approved by Owner);
(ii)  change  a  Tenant's permitted use by allowing the sale of such  additional
items  as  are  reasonably related to the Tenant's primary  and  principal  use,
provided Agent has no reason to know of any lease at the center prohibiting such
use;  (iii)  change  a  tenant's  marketing  charge  or  promotional  charge  or
advertising obligation.

      Owner acknowledges and understands that Agent manages properties for third
parties.   Owner further acknowledges and understands that Agent  routinely  and
customarily  negotiates tenant leases from multiple locations involving  two  or
more  properties (one or more of which may be the Premises and one  or  more  of
which  may  be  properties owned by Agent or by others).   Agent  conducts  such
multiple  location negotiations in good faith for the benefit and  interests  of
Owner  and  other property owners, including Agent.  Agent shall be entitled  to
assume  that such leasing practices are approved and acceptable to Owner, unless
and until Owner specifically disapproves the practice and so notifies Agent.

           (b)   With  Owner's  prior  approval, to advertise  the  Premises  or
portions thereat for rent, by means of periodicals, signs, plans, brochures  and
other means appropriate to the Premises.  Owner acknowledges and agrees that the
Premises may be included in brochures or other advertising media of Agent, which
may include other properties being offered for lease by Agent.

           (c)   In  no event shall Agent engage or utilize the services  of  an
outside  broker  in  connection  with any lease without  Owner's  prior  written
consent.  In any case in which Owner requests or gives such consent, Agent shall
cause  such  broker  to  enter into a written agreement  with  Owner,  on  terms
reasonably  satisfactory to Owner, with respect to such broker's commission  and
Owner  shall be responsible for the payment of such commission pursuant  to  the
terms of said agreement.

           (d)  Agent will, in each instance, negotiate for the inclusion in all
leases entered into by Owner of a provision to the effect that recourse on  such
obligation  shall  be  had only against the property to  which  such  obligation
relates  and  no  recourse shall be sought against Owner  or  any  other  person
holding, directly or indirectly, a beneficial interest in the property.

           (e)   Agent will, upon the request of Owner, undertake to find buyers
for  the  sale of any of the Owner's outparcels, peripheral land or  such  other
real  estate  situate upon the Premises, ("Sale Property"), and, in addition  to
any  other compensation provided to be paid to Agent under this Agreement, Owner
agrees to pay to Agent as compensation for its services hereunder, a fee at  the
rate  specified  in  Paragraph  7(iii) of  Exhibit  "A",  attached  hereto.   In
performing its duties hereunder, Agent shall perform the following:

               (i)  Submit to Owner for approval, a pricing schedule on the Sale
Property;

               (ii) Upon request, submit to Owner for approval, contract form(s)
to be used in the sale of the Sale Property;

                (iii)      Upon  request, furnish Owner with  a  written  report
regarding its progress in such sale activities;

                (iv) Negotiate on behalf of Owner, the sale of the subject  Sale
Property; and

               (v)  Provide legal services, limited to:

                    (a)  Preparation of the Purchase and Sale Agreement;
                    (b)  Deed and Easement(s) preparation;
                    (c)  Preparation and submittal to Owner of the Seller's
                           closing statement;
                    (d)  Preparation of closing instructions;
                    (e)  Coordination of title work;
                    (f)  Upon approval of Owner, retain local counsel,
                           whose fees will be reimbursed by Owner; and
                    (g)  Submit to Owner, for final execution, all
                           documents necessary to consummate the
                           transaction.

      Agent shall pursue these duties and obligations with diligence and in  the
best interests of Owner.

     2.8  Agent agrees, for itself and all persons retained or employed by Agent
in  performing its services, to hold in confidence and not to use or disclose to
others  any  confidential  or proprietary information  of  Owner  heretofore  or
hereafter  disclosed to Agent ("Confidential Information"), including,  but  not
limited  to, any data, information plans, programs, processes, costs, operations
or  the names of any tenants which may come within the knowledge of Agent in the
performance  of,  or  as  a result of, its services, except  where  required  by
judicial  or  administrative  order, or where  Owner  specifically  gives  Agent
written  authorization  to  disclose any of the  foregoing  to  others  or  such
disclosure as is required in the direct performance of Agent's duties hereunder.
If  Agent  is  required by a judicial or administrative order  to  disclose  any
Confidential Information, Agent will promptly notify Owner thereof, consult with
Owner  on the advisability of taking steps to resist or narrow such request  and
cooperate  with  Owner in any attempt it may make to obtain an  order  or  other
assurance  that  confidential  treatment will be accorded  to  the  Confidential
Information disclosed.

      2.9   If at any time there shall be insufficient funds available to  Agent
from  collections to pay any obligations of Owner required to be paid under this
Agreement, Agent shall promptly notify Owner and Agent shall not be obligated to
pay such obligations unless Owner furnishes Agent with funds therefor.

      2.10  Agent assumes no responsibility under this Agreement other  than  to
render the services called for hereunder in good faith, and Owner shall make  no
claim  against Agent on account of any alleged errors of judgment made  in  good
faith in connection with Agent's obligations hereunder and with the operation of
the Premises.  Agent shall not be liable to Owner or others except by reason  of
acts  constituting willful misfeasance or gross negligence on the part of Agent,
and  Owner agrees to indemnify, defend and hold harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof) and employees  from  and
against  all  claims, actions, causes of action, costs and expenses  (including,
but  not  limited to, reasonable attorney's fees) directly or indirectly arising
from  the  claims  of any third party, except only those claims where  liability
arises  from  acts constituting willful misfeasance or gross negligence  on  the
part of Agent.

                                   ARTICLE III
                                        
                               OWNER'S AGREEMENTS
                                        
     3.1  Owner, at its option, may pay directly all taxes, special assessments,
ground  rents,  insurance premiums and mortgage payments.  If Owner  makes  such
election,  Agent shall advise Owner of the due dates of such taxes  assessments,
insurance premiums and mortgage payments.

      3.2   Owner  shall  bear  the cost of all premiums relating  to  insurance
procured  by Agent for Owner pursuant to Section 2.2 hereof.  Owner  shall  look
solely  to  such  insurance for indemnity against any  loss  or  damage  to  the
Premises  and shall obtain waivers of subrogation against the Agent  under  such
policies if available at no additional cost to Owner.

      3.3   Owner  agrees to indemnify and save harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof) and employees  from  and
against  all  claims,  losses and liabilities resulting  from:   (i)  damage  to
property or injury to, or death of, persons from any cause whatsoever when Agent
is  carrying out the provisions of this Agreement or acting under the  direction
of  Owner in or about the Premises; (ii) claims for defamation and false  arrest
when Agent is carrying out the provisions of this Agreement or acting under  the
direction  of  Owner; and (iii) claims occasioned by or in  connection  with  or
arising  out of acts or omissions, other than criminal acts, of the  Agent  when
Agent  is  carrying  out the provisions of this Agreement or  acting  under  the
direction  of  Owner  (except in cases of Agent's willful  misconduct  or  gross
negligence), and to defend or cause to be defended, at no expense  to  Agent  or
such  persons,  any claim, action or proceeding brought against  Agent  or  such
persons  or Agent and Owner, jointly or severally, arising out of the foregoing,
and  to  hold  Agent  and  such  persons harmless from  any  judgment,  loss  or
settlement on account thereof.

       Notwithstanding  the  foregoing,  Owner  shall  not  be  responsible  for
indemnifying or defending Agent or such persons in respect of any matter,  claim
or  liability  in  respect of which Agent is obligated  to  indemnify  Owner  as
provided in the following sentence.  Agent agrees to indemnify and save harmless
Owner  from and against all claims, losses and liabilities resulting from injury
to,  or death of, persons in or about the Premises or for deformation and  false
arrest  in  each  case caused in whole or in part by the willful misfeasance  or
gross  negligence  of Agent, and to defend, at no expense to Owner,  any  claim,
action  or  proceeding  brought against Owner or Owner  and  Agent,  jointly  or
severally,  arising out of the foregoing, and to hold Owner  harmless  from  any
judgments, loss or settlement on account thereof.

       Notwithstanding  the  foregoing,  Agent  shall  not  be  responsible  for
indemnifying  or  defending Owner in respect of any matter, claim  or  liability
which is covered by any public liability insurance policies carried by Owner and
under  which  Agent  is  named  as an additional insured.   The  indemnification
obligations  of  Owner and Agent under this Section 3.3 shall in  each  case  be
conditioned upon (a) prompt notice from the other party after such party  learns
of  any  claim  or basis therefor which is covered by such indemnity,  (b)  such
party's not taking any steps which would bar Owner or Agent, as the case may be,
from  obtaining recovery under applicable insurance policies or would  prejudice
the  defense  of  the  claim in question, and (c) such  party's  taking  of  all
necessary steps which if not taken would result in Owner or Agent, as  the  case
may be, being barred from obtaining recovery under applicable insurance policies
or would prejudice the defense of the claim in question.  The provisions of this
Section 3.3 shall survive the expiration or termination of this Agreement.

      3.4   Owner  shall  provide such office space on the Premises  as  may  be
necessary  for  Agent  to properly perform its functions under  this  Agreement.
Agent shall not be required to pay for utilities, telephone service or rent  for
the  office area on the Premises occupied by Agent.  Agent shall have the  right
to use the fixtures, furniture, furnishings and equipment, if any, which are the
property of Owner in said office space.  Owner shall also provide space  on  the
Premises  for  use as community rooms and information and service centers  where
the  use of such space is determined by Owner to be in the best interest of  the
Premises.   All  income derived from the utilization and/or  operation  of  such
community rooms and/or information or service centers shall belong to the  Owner
and all expenses relating thereto shall be borne by Owner.

      3.5   Except as otherwise provided in this Agreement, everything  done  by
Agent  in  the  performance  of its obligations under  this  Agreement  and  all
expenses  incurred pursuant hereto shall be for and on behalf of Owner  and  for
its  account.   Except as otherwise provided herein, all debts  and  liabilities
incurred  to  third parties in the ordinary course of business of  managing  the
Premises  as  provided herein are and shall be obligations of Owner,  and  Agent
shall  not  be  liable  for any such obligations by reason  of  its  management,
supervision or operation of the Premises for Owner.


                                   ARTICLE IV
                                        
                                  COMPENSATION
                                        
      4.1   In  addition to any other compensation provided to be paid to  Agent
under  this  Agreement,  Owner agrees to pay to Agent as  compensation  for  its
management  services hereunder, a fee at the rate specified in  paragraph  5  of
Exhibit A attached hereto.  Said fee shall be payable monthly no later than  the
twenty-fifth  (25th)  day of the following month, and  shall  be  based  on  the
following  components of income from the preceding calendar month determined  in
accordance  with  GAAP.   It  is understood that the  management  fee  shall  be
calculated  upon  the  following items:  (i) minimum rents  from  all  permanent
tenants  (anchor, mall shops, ground leases and all other tenants);  (ii)  Lease
buyout  income; (iii) Percentage rents in lieu of minimum rents; (iv) Percentage
rents;  (v) all cost recovery income (CAM, taxes, food court, security,  other);
(vi) income from all temporary tenants (initial term of one year or less); (vii)
income  from all promotional activity; (viii) miscellaneous mall income such  as
payphone commissions, stroller rentals, etc. and (ix) bad debts expense  related
to  any of the above revenue items.  The following items shall not be subject to
management  fees:  (i) business interruption insurance income;  (ii)  recoveries
from  insurance  companies for casualty and other losses;  (iii)  payments  from
tenants for leasehold improvements and related services provided by Agent;  (iv)
payments  from  tenants to Merchants' Associations or to  Marketing  Funds;  (v)
tenant security deposits; (vi) straight line rental income or losses, and  (vii)
operating covenant and amortization (classified as a reduction of minimum rent).
Agent  shall  withdraw said fee from the operating account for the Premises  and
shall account for same as provided for in Section 2.3 hereof.

      4.2  The following expenses or costs incurred by or on behalf of Agent  in
connection  with the management and leasing of the Premises shall  be  the  sole
cost and expense of Agent and shall not be reimbursable by Owner and Agent shall
indemnify Owner for such expenses and costs:

           (a)   cost  of  gross  salary  and wages, payroll  taxes,  insurance,
worker's  compensation,  pension benefits and  any  other  benefits  of  Agent's
employees, except that Owner will reimburse Agent for all costs of employees who
provide  either  full  or part time services on-site at  any  of  the  Premises.
Within the category of "on-site" personnel, Agent may include the pro-rata costs
for regional personnel performing required services at the Premises on a regular
basis (but which personnel may share time working at other properties managed by
Agent); provided, however, that the costs for any employees who are based at  or
work  from Agent's home office shall not be included, and provided further  that
the  pro-rata costs for any such regional personnel are included and  identified
as such within the annual operating budget as approved by Owner.

           (b)  general accounting and reporting services, as such services  are
considered to be within the reasonable scope of Agent's responsibility to Owner;

           (c)   costs  of  forms, stationery, ledgers, supplies, equipment  and
other "general overhead" items used in Agent's home office or regional offices;

           (d)   cost or pro rata cost of telephone and general office  expenses
incurred in the Premises by Agent for the operation and management of properties
not owned by Owner;

           (e)  cost of all bonuses, incentive compensation, profit sharing,  or
any pay advances by Agent to Agent's employees, except such costs pertaining  to
employees employed by Agent in accordance with Paragraph 2.1 (b) hereof;

           (f)   cost  attributable to losses arising from criminal acts,  gross
negligence or fraud on the part of Agent or Agent's associates or employees;

           (g)  cost for meals, travel and hotel accommodations for Agent's home
office  or regional office personnel who travel to and from the Premises, except
as provided in Section 2.6;

          (h)  cost of automobile purchase and/or rental, except if furnished or
approved by Owner;

           (i)   except  as  otherwise provided in Exhibit  A  attached  hereto,
expenses  incurred in connection with the leasing of the Premises, it  is  being
understood  and agreed, however, that Agent shall be reimbursed for  advertising
expenses incurred in connection with the leasing of the Premises;

           (j)   cost  of liability or other insurance carried by Agent,  except
costs  incurred  by Agent in satisfaction of its obligations under  Section  2.2
hereof; and

           (k)   cost  of  bonds purchased pursuant to Section  2.1(i)  of  this
Agreement.

                                    ARTICLE V
                                        
                         DURATION, TERMINATION, DEFAULT
                                        
     5.1  This Agreement shall become effective on the date hereof.

     5.2  Subject to earlier termination as hereinafter provided, this Agreement
shall  have  an  initial  term ending on September 1,  2008.   Thereafter,  this
Agreement shall continue year-to-year on the same terms and conditions as herein
contained subject to being terminated by either Agent or Owner upon no less than
six  (6)  months  written  notice.  The Agent may not terminate  this  Agreement
except in the case of non-payment of management fees for a period of ninety (90)
days  after notice of such non-payment to Owner and Lender.  In addition, Lender
shall  have the right to terminate (or direct Owner to terminate, as applicable)
this  Agreement:   (i) upon the insolvency of Agent, (ii) the occurrence  of  an
Event  of Default (as defined in the Loan Documents), (iii) the failure  of  the
Premises to meet the Net Operating Income requirements  (as defined in the  Loan
Documents),  or  (iv)  pursuant to the provisions of the Manager's  Consent  and
Subordination of Management Agreement.

      5.3   It shall be an Event of Default under this Agreement on the part  of
Agent  if Agent shall default in any material respect in performing any  of  its
obligations under this Agreement and such default shall not be cured  within  30
days after written notice thereof is given by Owner to Agent (or, if the default
in  question  is  curable  but is of such nature that it  cannot  reasonably  be
completely  cured  within such 30-day period, if Agent does not  promptly  after
receiving such notice commence to cure such default and thereafter proceed  with
reasonable diligence to complete the curing thereof within 180 days after notice
is given by Owner to Agent).  If an Event of Default by Agent shall occur, Owner
shall  have  the  right to terminate this Agreement by written notice  given  to
Agent,  and  upon the giving of such notice this Agreement and the  term  hereof
shall terminate without any obligation on the part of Owner to make any payments
to Agent hereunder except as hereinafter provided.

      5.4   If  at  any  time during the term of this Agreement any  involuntary
petition  in  bankruptcy  or similar proceeding shall  be  filed  against  Agent
seeking its reorganization, liquidation or appointment of a receiver, trustee or
liquidator  for  it  or  for all or substantially all of its  assets,  and  such
petition shall not be dismissed within 90 days after the filing thereof,  or  if
Agent shall:

          (a)  apply for or consent in writing to the appointment of a receiver,
trustee or liquidator of all or substantially all of its assets;

           (b)  file a voluntary petition in bankruptcy or admit in writing  its
inability to pay its debts as they become due;

          (c)  make a general assignment for the benefit of creditors;

           (d)   file  a  petition  or an answer seeking  reorganization  or  an
arrangement with creditors or take advantage of any insolvency law; or

           (e)   file an answer admitting the material allegations of a petition
filed against it in any bankruptcy, reorganization or insolvency proceedings;

then  upon the occurrence of any such event, Owner, at its option, may terminate
this  Agreement  by written notice given to Agent, and upon the giving  of  such
notice this Agreement and the term hereof shall terminate without any obligation
on  the  part  of  Owner  to  make any payments to  Agent  hereunder  except  as
hereinafter provided.

      5.5  Owner shall have the additional right to terminate this Agreement  on
at  least  10  days'  written notice to Agent, if Agent  without  Owner's  prior
written  consent  shall  assign or attempt to assign its rights  or  obligations
under this Agreement or subcontract (except for normal service agreements or  as
otherwise  specified in this Agreement) any of the services to be  performed  by
Agent.   Owner shall also have the right to terminate this Agreement as  to  any
property  included  within the Premises on at least 10 days' written  notice  to
Agent if (a) such property shall be damaged or destroyed to the extent of 25% or
more  by  fire or other casualty and Owner elects not to restore or repair  such
property or (b) there shall be a condemnation or deed in lieu thereof of 25%  or
more of such property.

      5.6   Agent  acknowledges and agrees that Owner shall have  the  right  to
subordinate and/or assign this agreement in connection with the Loan  Documents.
Agent  further  agrees to execute such further instruments as  Owner  or  Lender
deems  necessary to effectuate such subordination, provided that  in  the  event
Lender  becomes  entitled to possession of the Premises,  the  Lender  shall  be
entitled, at its option,  to retain Agent to manage the Premises, in which  case
the   Agent  shall be entitled to the compensation set forth in  this  Agreement
during all periods in which Agent is providing services to the Premises for  the
Lender.   Moreover,  notwithstanding anything to the contrary contained  herein,
for so long as any amounts remain outstanding under the Loan Documents, (i) this
Agreement  and  all  fees payable by Owner hereunder shall  be  subject  to  and
subordinate  to  any  mortgage liens on the Premises  established  by  the  Loan
Documents and (ii) Agent shall comply with any and all applicable provisions  of
the  Loan  Documents and in the event there is a conflict between the  terms  of
this  Agreement  and the terms of the Loan Documents, the Loan  Documents  shall
control.

      5.7  Upon any termination of this Agreement pursuant to the provisions  of
this  Article  V, Owner shall remain obligated to pay to Agent  fees  and  other
amounts due to Agent hereunder which accrued prior to the effective date of such
termination.   Nothing contained in this Section 5.7 shall be deemed  to  waive,
affect  or impair (a) Owner's rights to seek recourse against Agent for  damages
or  other  relief  in  the event of the termination of this Agreement  by  Owner
pursuant  to  Section  5.3, 5.4 or 5.5 hereof, and (b)  Agent's  right  to  seek
recourse  against  Owner  for  damages or other  relief  in  the  event  of  the
termination of this Agreement by Agent pursuant to Section 5.2 hereof.

      5.8   Upon the expiration or earlier termination of this Agreement,  Agent
shall  forthwith  surrender  and deliver to Owner  any  space  in  the  Premises
occupied  by  Agent and shall make delivery to Owner or to Owner's  designee  or
agent, at Agent's home or regional offices or at its offices at the Premises, of
the following:

           (a)   a  final accounting, reflecting the balance of income from  and
expenses  of  the Premises as at the date of expiration or termination  of  this
Agreement;

           (b)   any funds of Owner or tenant security or advance rent deposits,
or both, held by agent with respect to the Premises; and

           (c)  all Confidential Information (in whatever medium stored) and all
other records, contracts, leases, ground leases, reciprocal easement agreements,
receipts  for  deposits, unpaid bills, lease summaries,  canceled  checks,  bank
statements,  paid  bills and all other records, papers  and  documents  and  any
microfilm  and/or  computer disk of any of the foregoing  which  relate  to  the
Premises  and  the operation, maintenance, management and leasing  thereof;  all
such data, information and documents being at all times the property of Owner.

      In  addition, Agent shall furnish all such information and take  all  such
action as Owner shall reasonably require to effectuate an orderly and systematic
termination of Agent's duties and activities under this Agreement.

      5.9  This Agreement shall terminate at the election of Owner as to any  of
the  properties set forth in Exhibit A upon thirty (30) days written  notice  to
the  Agent if such properties are sold by Owner to a non-affiliated third  party
purchaser  or  (unless the Lender shall otherwise notify the Agent  in  writing)
automatically  if such properties were acquired  on foreclosure  of  a  mortgage
encumbering all or a portion of the Premises.  In the event such properties  are
sold  by  Owner to a non-affiliated third party purchaser and this Agreement  is
not  thereby  terminated by Owner, the Agent shall have the right  to  terminate
this  Agreement as to such properties upon sixty (60) days prior written  notice
which  notice must be given within ninety (90) days after the date of such  sale
is  consummated.   If such properties are sold, Agent will not  be  entitled  to
sales  commission  unless the Agent has been retained by  Owner  pursuant  to  a
separate commission arrangement.  This Agreement shall remain in full force  and
effect as to all properties not terminated pursuant to this Section 5.9.

      5.10  The  provisions of this Article V shall survive  the  expiration  or
termination of this Agreement.

                                   ARTICLE VI
                                        
                                   ASSIGNMENT
                                        
      6.1  Agent, except for a transfer to a "Permissible Transferee", shall not
assign its rights or obligations under this Agreement, either directly or  by  a
transfer  of  shares of beneficial interest or voting control either voluntarily
or  by  operation  of law.  Any change other than to a "Permissible  Transferee"
shall  constitute  a breach of this Agreement by Agent and Owner  may  terminate
this  Agreement in accordance with Section 5.5  A "Permissible Transferee" shall
mean  any corporation, partnership, trust or other entity, more than 50% of  the
outstanding  stock  of which, or more than 50% interest in which,  is  owned  or
controlled by Agent.

      6.2   In  the event of a sale or conveyance of any of the Premises,  Owner
shall  have  the  right to cancel or assign this Agreement and  its  rights  and
obligations  hereunder to any person or entity to whom or which Owner  sells  or
conveys  such  property  or properties.  Upon such assignment,  Owner  shall  be
relieved  of its obligations under this Agreement with respect to such  property
or  properties that accrue from and after the date of such assignment,  provided
that the assignee shall assume the obligations of Owner under this Agreement and
shall  agree to perform and be bound by all of the terms and provisions  hereof,
effective  from  and after the date of such assignment and an executed  copy  of
such  assumption  agreement shall be delivered to Agent.   Agent  shall  not  be
entitled to a "termination fee" in connection with an assignment or cancellation
as  set  forth in this Section 6.2, but otherwise shall be entitled  to  collect
from  Owner  such  fees  and expenses, including termination  and/or  relocation
expenses of Agent's full-time employees, if any, as Agent has earned pursuant to
this Agreement prior to the date of such assignment or cancellation.


                                   ARTICLE VII
                                        
                                  MISCELLANEOUS
                                        
      7.1   Owner's  representative ("Owner's Representative"), whose  name  and
address is set forth in paragraph 2 of Exhibit A attached hereto, shall  be  the
duly authorized representative of Owner for the purpose of this Agreement.   Any
statement,  notice, recommendation, request, demand, consent or  approval  under
this  Agreement shall be in writing and shall be deemed given by Owner when made
or  given  by  Owner's  Representative or any officer  of  Owner  and  delivered
personally to an officer of Agent or mailed, addressed to Agent, at his  address
first  above  set forth.  Either party may, by notice to the other, designate  a
different address for the receipt of the aforementioned communications and Owner
may,  by  notice  to  Agent, from time to time, designate  a  different  Owner's
Representative  to  act  as such.  All communications mailed  by  one  party  to
another  shall  be  sent by first class mail, postage prepaid  or  Express  Mail
Service, or other commercial overnight delivery service, except that notices  of
default shall be sent by registered or certified mail, return receipt requested,
postage  prepaid,  Express Mail Service or other commercial  overnight  delivery
service with receipt acknowledged in writing.  Communications so mailed shall be
deemed  given or served on the date mailed.  Notwithstanding the foregoing,  any
notices,  requests,  consents, approvals and other  communications,  other  than
notices  of  default  or approvals of annual budgets, and other  communications,
approvals  or  agreements  which are required by  the  express  terms  of  other
provisions  of  this  Agreement to be in writing,  may  be  given  by  telegram,
telephonic  communication or orally in person.  Agent and Owner shall furnish to
the  other  the names and telephone numbers of one or more persons  who  can  be
reached  at  any  time during the term of this Agreement  in  the  event  of  an
emergency.

     7.2  Agent shall, at its own expense, qualify to do business and obtain and
maintain  such licenses as may be required for the performance by Agent  of  its
services.

      7.3  Each provision of this Agreement is intended to be severable.  If any
term   or  provision  hereof  shall  be  determined  by  a  court  of  competent
jurisdiction to be illegal or invalid for any reason whatsoever, such  provision
shall  be severed from this Agreement and shall not affect the validity  of  the
remainder of this Agreement.

      7.4   In the event either of the parties hereto shall institute any action
or   proceeding  against  the  other  party  relating  to  this  Agreement,  the
unsuccessful  party in such action or proceeding shall reimburse the  successful
party  for  its  disbursements  incurred in connection  therewith  and  for  its
reasonable attorney's fees as fixed by the court.

     7.5  No consent or waiver, express or implied, by either party hereto or of
any  breach or default by the other party in the performance by the other of its
obligations hereunder shall be valid unless in writing, and no such  consent  or
waiver shall be deemed or construed to be a consent or waiver to or of any other
breach  or  default in the performance by such other party of the  same  or  any
other  obligations of such party hereunder.  Failure on the part of either party
to  complain  of any act or failure to act of the other party 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.  The granting  of
any  consent or approval in any one instance by or on behalf of Owner shall  not
be  construed  to  waive  or limit the need for such consent  in  any  other  or
subsequent instance.

      7.6  The venue of any action or proceeding brought by either party against
the  other arising out of this Agreement shall be in the state or federal courts
of the Commonwealth of Pennsylvania.

      7.7   This Agreement may not be changed or modified except by an agreement
in  writing  executed  by each of the parties hereto and  consented  to  by  the
Lender.   This  Agreement constitutes all of the understandings  and  agreements
between the parties in connection with the agency herein created.

      7.8  This Agreement shall be binding upon and inure to the benefit of  the
parties  hereto and their permitted successors and assigns, but shall not  inure
to the benefit of, or be enforceable by, any other person or entity.

     7.9  Nothing contained in this Agreement shall be construed as making Owner
and  gent partners or joint ventures or as making either of such parties  liable
for  the  debts  or  obligations of the other, except as in  this  Agreement  is
expressly provided.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                         CROWN AMERICAN WL ASSOCIATES,
                         L.P.
                         
                              (Owner)
                         BY: CROWN AMERICAN WL ASSOCIATES,
                         as sole general partner


                         By:         /s/ Ronald P. Rusinak
                              Name:  Ronald P. Rusinak
                              Title: Vice President


                         CROWN AMERICAN PROPERTIES, L.P.
                              (Agent)
                         BY: CROWN AMERICAN REALTY TRUST,
                         as sole general partner


                         By:         /s/ Ronald P. Rusinak
                              Name:  Ronald P. Rusinak
                              Title: Vice President

                                    EXHIBIT A
                                        
                                        

1.   Premises (1.1):


     a.   Wyoming Valley Mall
          Wilkes-Barre, Pennsylvania;

     b.   Logan Valley Mall
          Altoona, Pennsylvania.

2.   Name and Address of Owner's Representative (7.1):

     John M. Kriak
     Pasquerilla Plaza
     Johnstown, PA  15907.

3.   Limit of amount authorized for non-emergency purchases and repairs (2.1(a)
     and (c)):
     
     $50,000.00.

4.   Name of Banks (2.1(g)):

     PNC Bank, N.A.

5.   Management Fees (4.1):

     Owner agrees to pay Agent as compensation for its management services
     hereunder  an  amount equal to 5% of the amounts set forth in Section  4.1.
     Such management fee shall be payable monthly based on the income earned for
     the  categories described in Section 4.1, computed in accordance with GAAP.
     Agent  shall  be  entitled to receive the management fee on  the  pro  rata
     portion of percentage rents received by Owner after the termination of this
     Agreement but applicable to time periods prior to the termination  of  this
     Agreement based upon the actual number of days lapsed divided by 365.
6.   Legal and Tenant Coordination Expenses:

     Owner agrees to pay Agent, to defray in-house legal expenses and tenant
     coordination  expenses (a) with respect to each new lease  and  each  lease
     renewal  of  mall  shops and free-standing buildings (other  than  a  lease
     renewal or extension resulting from the exercise of an option contained  in
     such lease), an amount equal to  the Agent's actual costs of providing such
     services,  limited  however to the annual amount which  is  capitalized  as
     tenant allowance costs under the Owner's customary accounting practices  as
     Agent and Owner shall mutually agree and as recorded in the Owner's audited
     annual financial statements.  Such fees shall be payable monthly in arrears
     using  estimated fees per square foot, based on the estimated  annual  fee;
     the  monthly  estimated  fees shall be adjusted to a  final  actual  amount
     within  90  days after the Owner's fiscal year end.  Agent and Owner  shall
     use  their  best  efforts to estimate the monthly fee per square  foot  and
     shall  adjust  the amount periodically during the year as  mutually  agreed
     upon.

7.   Leasing and Land Sale Fees:

     (i)  Leasing Commission:

          Agent shall be entitled to commissions for leases secured, in addition
to
          other fees and compensation provided in this Agreement,  equal to  the
     Agent's  actual  costs of providing leasing services related  to  permanent
     leases  (those with an initial term in excess of one year), limited however
     to  the  aggregate  amount which is capitalized as lease acquisition  costs
     under  the Owner's customary accounting practices as Agent and Owner  shall
     mutually  agree  and  as recorded in the Owner's audited  annual  financial
     statements.  Such fees shall be payable monthly in arrears using  estimated
     fees  per  square  foot,  based on the estimated annual  fee;  the  monthly
     estimated  fees shall be adjusted to a final actual amount within  90  days
     after  the  Owner's fiscal year end.  Agent and Owner shall use their  best
     efforts  to  estimate the monthly fee per square foot and shall adjust  the
     amount periodically during the year as mutually agreed upon.

          (ii) Brokerage Commissions:

            Owner  and  Agent  acknowledge  that  some  leasing  and  land  sale
     transactions will involve the use of an independent real estate  broker  or
     real estate sales agent, who will be paid a commission for introducing  and
     bringing  a  prospective tenant or purchaser to the  Premises.   Agent  may
     utilize  brokers in connection with carrying out its leasing and land  sale
     activities,  and  shall  be  reimbursed by Owner  for  the  cost  of  those
     Brokerage Commissions in the following circumstances:

          (a)  Agent was required to recognize the broker or sales agent as the
               representative of the prospective tenant or purchaser and was not
               allowed or permitted the opportunity to contact or negotiate with
               the tenant or purchaser except through the broker or sales agent,
               and this fact was disclosed to Owner.

          (b)  Agent disclosed to Owner the existence of the broker or sales
               agent  and the brokerage fee at the time the proposed leasing  or
               land sale  transaction was submitted to Owner for approval.
               
Except  as provided in (a) and (b) above, Agent shall assume the sole  cost  and
responsibility for broker commissions.

     (iii)     Land Sale Commission:

           For services provided pursuant to Section 2.7(e), Owner shall pay the
     Agent  a  sales commission equal to fifteen percent (15%) of  the  adjusted
     sales  price ("Sales Commission"), as compensation for overhead  associated
     with  the  services  of certain employees of Agent.  For  purposes  of  the
     foregoing  "adjusted sales price" shall mean the gross proceeds payable  to
     Owner  less  reasonable and necessary development costs paid  by  Owner  in
     connection with the transfer.  One-half (1/2) of the Sales Commission shall
     be  due  and  payable to Agent at the time a mutually binding Agreement  of
     Sale  with  respect  to  any  Sale Property  is  fully-executed,  with  the
     computation  of  such amount being based on the gross proceeds  payable  to
     Owner.   The balance of the Sales Commission shall be paid to Agent at  the
     time of closing of any such sale.

     8.   Excluded Services:

     Notwithstanding anything to the contrary contained herein, the parties
     acknowledge  that it is not within the contemplation of this  Agreement  or
     the  fee structure included herein that the Agent perform any services with
     respect  to the following:  any "due diligence" or similar efforts relating
     to  any  financing,  refinancing or sale or disposition  of  the  Premises;
     zoning  compliance  of  the Premises; performing or supervising  (including
     tenant   room  build-outs  or  remodeling)  any  extensive  alteration   or
     renovation to the Premises; asbestos and/or other environmental studies and
     any  related  abatement or remediation activities for any tenant  premises,
     site  acquisitions of additional ground for the expansion of the  Premises;
     reconstruction  after  casualty or condemnation;  leasing,  management,  or
     construction  relating  to  any proposed or implemented  expansion  of  the
     Premises  or work generally classified as "development" work in  connection
     with  the  same; renewals or renegation of leases or other agreements  with
     department  stores  if  such  involves substantial  changes  from  existing
     documents  (including,  without  limitation,  negotiation  of  new  leases,
     renewal  leases,  operating  covenants,  renovation  provisions,  expansion
     rights,  and like matters); or replacement of department stores  tenancies.
     Owner  shall  reimburse Agent for all such services rendered equal  to  the
     Agent's  actual  costs of providing such services, limited however  to  the
     annual  amount  which  is capitalized as tenant allowance  or  construction
     costs  under the Owner's customary accounting practices as Agent and  Owner
     shall  mutually  agree  and  as  recorded in  the  Owner's  audited  annual
     financial statements.  Such fees shall be payable monthly in arrears  using
     estimated  based  on the estimated annual fee; the monthly  estimated  fees
     shall be adjusted to a final actual amount within 90 days after the Owner's
     fiscal  year end.  Agent and Owner shall use their best efforts to estimate
     the  monthly fees and shall adjust the amount periodically during the  year
     as mutually agreed upon.

9.   Other Requested Services:

     If  Owner  requests  Agent  to provide its own  personnel  for  non-routine
services
     which  Agent  is not obligated elsewhere in this Agreement to  perform  the
     compensation  for which is not provided for hereinabove, unless  Owner  and
     Agent  otherwise agree to an acceptable fee for such services, Owner  shall
     pay  Agent an amount equal to two and one-half times the actual  base
     cost  of  Agent's departmental personnel, as computed by Agent,  for  their
     time involved in performing such requested services, plus reimbursement for
     any  out-of-pocket  costs  incurred incident to furnishing  such  requested
     services.   Owner  and Agent shall agree in advance as to the  hourly  base
     cost  to  be  applicable for the specific services to  be  provided.   Such
     amount  or amounts shall be payable to Agent  monthly within ten (10)  days
     after  Owner's receipt of Agent's statement setting for the amount  payable
     to Agent.
                                    EXHIBIT B
                                        
INTENTIONALLY OMITTED


                                    EXHIBIT C
                                        
                               Leasing Guidelines
                                        
                                        
                                        
                                        
      Agent  shall  use a form or forms of lease; or with respect  to  temporary
tenants  and/or  short term promotional activities, a form or forms  of  license
agreement,   which have been prepared and submitted to Owner for  Owner's  prior
review and approval.  Agent will negotiate and make modifications to such  forms
as  directed by Owner, or as necessary or appropriate with respect to the  needs
of the particular transactions, utilizing methods and techniques consistent with
prevailing practices employed in management and leasing of shopping centers.

      For  all  agreements, excepting license agreements for  temporary  tenants
and/or  for  short  term  promotion activities,  all   essential  financial  and
business  terms and provisions of the lease or agreement, including construction
and  improvements  of  the leasehold, shall be presented for  Owner's  approval.
Tenant-signed  leases presented by Agent for Owner's review and execution  shall
be  consistent with such terms and conditions previously approved by  Owner,  or
with  such deviations or modifications identified for Owner's review.  Execution
of  tenant-signed leases that are presented by Agent for Owner's signature  will
acknowledge Owner's approval of the lease, its form, its terms and provisions.

      No  lease or other agreement shall be entered into, modified, canceled  or
extended  if  the  consent of any mortgagee or ground lessor is required  unless
such  consent  has  been  obtained.  Agent will notify  Owner  when  consent  is
required.



EXHIBIT 10.5 (j)


                        REAL ESTATE MANAGEMENT AGREEMENT
                                        
                                        
      THIS  AGREEMENT,  made  as of the 31st day of May,  1998,   between  CROWN
AMERICAN LEWISTOWN ASSOCIATES, L.P., a Pennsylvania limited partnership,  having
its  principal  address  at  Pasquerilla Plaza,  Johnstown,  Pennsylvania  15907
("Owner"),  and CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership,
having  its  principal  address  at Pasquerilla Plaza,  Johnstown,  Pennsylvania
15907 ("Agent").

                               W I T N E S S E T H
                                        
     In consideration of the mutual Covenants herein contained, and intending to
be legally bound, the parties hereto agree as follows:

                                    ARTICLE I
                                        
                       APPOINTMENT AND AUTHORITY OF AGENT
                                        
      1.1   Owner  owns  fee simple and leasehold interests  in  certain  retail
property  identified on Exhibit A attached hereto and made a  part  hereof  (the
"Premises").  Owner hereby appoints Agent as the exclusive managing and  renting
agent for the Premises, and hereby authorizes Agent to exercise such powers with
respect  to  the  Premises as may be necessary for the  performance  of  Agent's
obligations  under Article II, and Agent accepts such appointment on  the  terms
and  conditions  hereinafter set forth for the term as provided  in  Article  V.
Agent  shall  have  no  right or authority, express or  implied,  to  commit  or
otherwise  obligate  Owner  in  any  manner  whatsoever  except  to  the  extent
specifically  provided herein and agrees that it shall not hold  itself  out  as
having  authority to act on behalf of Owner in any manner which  is  beyond  the
scope of authority granted to Agent in this Agreement.

                                   ARTICLE II
                                        
                               AGENT'S AGREEEMENT
                                        
      2.1   Agent,  on  behalf  of  Owner,  shall  implement,  or  cause  to  be
implemented,  the  decisions of Owner and shall conduct the ordinary  and  usual
business affairs of Owner with respect to the management, operation and  leasing
of the Premises as provided in this Agreement.  Agent shall at all times conform
to  the  policies  and programs established by Owner and the  scope  of  Agent's
authority  shall be limited to said policies.  Agent shall act  in  a  fiduciary
capacity with respect to the cash and cash equivalent assets of Owner which  are
within  the custody or control of Agent.  Agent shall deal at arm's length  with
all  parties  and shall serve Owner's interests at all times.  All  undertakings
incurred by Agent on behalf of Owner in accordance with this Agreement shall  be
at  the  cost and expense of Owner unless otherwise provided for herein.   Agent
agrees  to use its best efforts in the management and operation of the Premises.
Agent  shall perform the following duties in connection with the management  and
operation of the Premises:

           (a)   Contract,  for  periods not longer than  the  term  of  Owner's
leasehold  estate,  in the name of Owner, for gas, electricity, water  and  such
other  services  as  are  currently being furnished to  the  Premises.   Service
contracts shall be written to include a provision allowing termination by  Owner
upon  30 days' notice wherever possible.  All service contracts, including those
in  effect  at the date hereof in respect of the Premises, including  the  terms
thereof (with cancellation right, if any), the services provided thereunder  and
the charges called for thereby, should be detailed in the annual budget package.
No  such contract, other than for utilities, including water, which involves  an
expenditure  in  excess  of the amount set forth in paragraph  3  of  Exhibit  A
attached  hereto  shall hereinafter be entered into by Agent without  the  prior
approval of Owner.  Agent shall also perform the obligations of the Owner  under
any utility service agreement and any reciprocal easement agreements.

           (b)   Select,  employ,  pay,  supervise,  direct  and  discharge  all
employees  necessary for the proper, safe and economic operation and maintenance
of  the  Premises, in number and at wages in accordance with industry  practices
and the annual budget, carry Worker's Compensation Insurance (and, when required
by   law,  compulsory  Non-Occupational  Disability  Insurance)  covering   such
employees,  and use reasonable care in the selection, discharge, and supervision
of  such  employees.   Agent  will keep bi-weekly time  sheets  which  shall  be
available for inspection by Owner.  Agent shall prepare or cause to be  prepared
and  timely  filed  and  paid,  all necessary returns,  forms  and  payments  in
connection  with  unemployment insurance, medical and life  insurance  policies,
pensions, withholding and social security taxes and all other taxes relating  to
said employees which are imposed on employees by any federal, state or municipal
authority.   Agent  shall also provide usual management services  in  connection
with  labor relations and shall prepare, maintain and file all necessary reports
with  respect to the Fair Labor Standards Act and all other required  statements
and  reports pertaining to employees at the Premises.  Agent shall use its  best
efforts  to  comply  with  all laws and regulations  and  collective  bargaining
agreements,  if any, affecting such employment.  Owner shall have the  right  to
review  and  approve  all  collective bargaining  agreements  which  affect  the
Premises  prior to their implementation or acceptance by Agent.  Agent  will  be
and  will  continue  throughout  the term of  this  Agreement  to  be  an  equal
opportunity employer.  All persons employed in connection with the operation and
maintenance  of  the  Premises  shall be employees  of  Agent  or  employees  of
contractors approved by Owner to provide contract services to the Premises.

           (c)   Keep  the  Premises  in  a safe, clean,  rentable  and  sightly
condition and make and contract for all repairs, alterations, replacements,  and
installations,  do  all  decorating and landscaping, and purchase  all  supplies
necessary for the proper operation and maintenance of the Premises and  for  the
fulfillment of Owner's obligations under any lease, operating agreement or other
agreement  or  compliance  with  all governmental  and  insurance  requirements,
provided  that, except as provided in Section 2.5 hereof, Agent shall  not  make
any  purchase or do any work, the cost of which shall exceed the approved budget
or  the  amount  set forth in paragraph 3 of Exhibit A attached hereto,  without
obtaining  in each instance the prior approval of Owner, except in circumstances
which Agent shall deem to constitute an emergency requiring immediate action for
the  protection of the Premises or of tenants or other persons or to  avoid  the
suspension  of  necessary services or in order to cure any  violation  or  other
condition  which  would subject Owner or Agent to any criminal  penalty  or  any
civil fine in excess of $5,000.00.  Agent shall notify Owner immediately of  the
necessity for, the nature of, and the cost of, any such emergency repairs or any
action  to cure any such violation or other condition.  Agent shall arrange  for
and  supervise, on behalf of Owner, the performance of all alterations and other
work to prepare or alter space in the Premises for occupancy by tenants thereof.
If  Owner  shall  require,  Agent  shall  submit  a   list  of  contractors  and
subcontractors performing tenant work, repairs, alterations or services  at  the
Premises under Agent's direction.

      It  is understood that Agent shall not be required to undertake the making
or  supervision of extensive reconstruction of the Premises or any part  thereof
except after written agreement by the parties hereto as to any additional fee to
be paid for such services.

      Owner shall receive the benefit of all discounts and rebates obtainable by
Agent  in its operation of the Premises.  When requested by Owner, Agent  agrees
to  obtain competitive bids for the performance of any work at the Premises,  to
furnish  copies  of  such bids to Owner and to accept  such  bid  as  Owner  may
direct.

      If  Agent  desires to contract for repair, construction or  other  service
described in this paragraph (c) (other than work done at the request of a tenant
and  at  the tenant's sole cost and expense, hereinafter referred to as  "Tenant
Work")  with a party with respect to which any partner or shareholder  of  Agent
holds  a  beneficial  interest,  or with any subsidiary,  affiliate  or  related
corporation in which Agent shall have a financial interest, such interest  shall
be  disclosed to, and approved by, Owner before such services are procured.  The
cost   of   any   such   services  shall  likewise  be  at  competitive   rates,
notwithstanding that tenants of the Premises may be required to pay such  costs.
Agent,  or  a  general  contractor working under the  supervision  of  Agent  is
authorized  to make and install Tenant Work, Agent may collect from such  tenant
or  such  general  contractor, for its sole account, its charge for  supervisory
overhead  on  all  such Tenant Work.  Agent shall hold Owner harmless  from  any
claims  which may be advanced by any such tenant in connection with Tenant  Work
performed  by  Agent  or under Agent's supervision.  Agent, however,  shall  not
require   any  tenant  to  use  Agent,  its  subsidiary,  affiliate  or  related
corporation as its general contractor to perform such Tenant Work.

           (d)  Handle promptly complaints and requests from tenants and parties
to  reciprocal easement and/or operating agreements, notify Owner of  any  major
complaint  made by any such tenant or party and notify owner promptly  (together
with  copies  of  supporting documentation) of: the receipt  of  any  notice  of
violation of any governmental requirements; any known orders or requirements  of
insurers, insurance rating organizations, Board of Fire Underwriters or  similar
bodies; any known defect in the Premises; any known fire or other damage to  the
Premises,  and, in the case of any serious fire or other serious damage  to  the
Premises,  Agent  also  shall immediately provide telephone  notice  thereof  to
Owner's  General Insurance Office, so that an insurance adjuster  can  view  the
damage  before  repairs  are  started, and complete customary  loss  reports  in
connection with fire or other damage to the Premises.

           (e)   Notify  Owner's General Liability Insurance carrier  and  Owner
promptly  of any personal injury or property damage known to Agent occurring  to
or  claimed by any tenant or third party on or with respect to the Premises  and
promptly  forward  to  the  carrier, completed  insurance  forms,  any  summons,
subpoena,  or other like legal document served upon Agent relating to actual  or
alleged  potential liability of Owner, Agent, or the Premises,  with  copies  to
Owner of all such doucments.

           (f)  Advise Owner of those exceptions in leases, operating agreements
and  other agreements executed on or after the date hereof in which the  tenants
or  parties to such agreements do not agree to hold Owner harmless with  respect
to liability from any accidents.

           (g)   At  the option of Owner, or as otherwise provided in  the  Loan
Documents, as hereinafter defined, receive and collect rent and all other monies
payable  to Owner by all tenants and licensees in the Premises and by all  other
parties  including department stores under ground leases and reciprocal easement
agreements  and  tenants  under  leases  of  free-standing  stores.    In   this
connection,  Agent shall calculate all amounts due to Owner from  such  tenants,
licensees  and  other  parties, including annual or periodic  adjustments  where
applicable, and shall, when appropriate, submit statements or invoices  to  such
tenants,  licensees and parties.  Agent shall deposit the same promptly  in  the
bank  named  on Exhibit A attached hereto (the "Bank") in an account with  title
including  a distinctive portion of Agent's name and such designation  as  Owner
may  direct  (the  "Bank Account"), which account shall be used exclusively  for
such  funds.   Owner's representative will be a signatory on all  bank  accounts
maintained by Agent and such representative's signature shall be required on all
checks  in excess of $50,000 and for withdrawals in excess of $1,000,000 in  any
month.   All  amounts received by Agent for or on behalf of Owner shall  be  and
remain  the property of Owner.  Checks may be drawn on the above-mentioned  bank
account only for purposes authorized under this Agreement.  No funds of Agent or
others  shall be commingled with funds in any such bank account.  Owner has  the
right to control the types of cash management accounts and dictate the specifics
of said accounts with respect to disbursement and management of funds.

          (h)  Serve notice of default upon tenants of space in the Premises and
other parties which are in default in performing obligations under their leases,
reciprocal   easement  agreements  or  other  agreements,   with   copies   sent
simultaneously to Owner, and attempt to cause such defaults to be cured  by  the
defaulting tenant or other party.  Agent shall, subject to Owner's consent  with
respect  to  any  tenant  who occupies more than 1,000  square  feet,  utilizing
counsel  theretofore approved by Owner, institute all necessary legal action  or
proceedings for the collection of rent or other income from the Premises or  the
ousting  or  dispossessing of tenants or other persons therefrom and  all  other
matters  requiring  legal attention.  Agent agrees to use its  best  efforts  to
collect  rent  and other charges from tenants in a timely manner and  to  pursue
Owner's legal remedies for nonpayment of same.  Agent shall not terminate tenant
leases  in  the Premises without Owner's consent.  Owner reserves the  right  to
designate  or  approve  counsel  and  to control  litigation  of  any  character
affecting or arising out of the operation of the Premises and the settlement  of
such litigation.

           (i)   Bond  Agent and all of Agent's employees who may handle  or  be
responsible  for  monies  or property of Owner with  a  "comprehensive  3-D"  or
"Commercial Blanket" bond, in an amount of $500,000.00.

           (j)   Notify Owner immediately of any known fire, accident  or  other
casualty,  condemnation  proceedings,  rezoning  or  other  governmental  order,
lawsuit or threat thereof involving the Premises; and the receipt of any  notice
of  violations  relative  to the leasing, use, repair  and  maintenance  of  the
Premises  under  governmental  laws,  rules,  regulations,  ordinances  or  like
provisions.

           (k)   If  Owner  so directs, make timely payment of real  estate  and
personal  property taxes and assessments levied or assessed against the Premises
or  personal property used in connection therewith and any other charge that may
become a lien against the Premises.  Owner may direct that payment of such taxes
and  assessments either be made to the taxing authority or to  a mortgage lender
holding  an  escrow account for such items.  Agent shall participate in  Owner's
tax review program and check tax assessments and, when so requested, Agent shall
assist  Owner in its efforts to reduce such taxes.  Agent shall promptly furnish
Owner with copies of all assessment notices and receipt tax bills.

           (l)   Promptly comply with  all present and future laws,  ordinances,
orders,  rules,  regulations and requirements of all Federal,  state  and  local
governments, courts, departments, commissions, boards and offices, any  national
or  local  Board  of  Fire  Underwriters or Insurance  Services  offices  having
jurisdiction, or any other body exercising functions similar to those of any  of
the foregoing ("Legal Requirements") which may be applicable to the Premises  or
any  part  thereof  or  to  the leasing, use, repair, operation  and  management
thereof,  but only to the extent that such compliance is reasonably  capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from  collections or advances by Owner.  Agent shall give prompt notice to Owner
of  any  known violation or the receipt of notice of alleged violation  of  such
laws and Agent shall not bear responsibility for failure of the Premises or  the
operation  thereof  to comply with such laws unless Agent  has  committed  gross
negligence  or  a willful act of omission in the performance of its  obligations
under this Agreement or in the performance of any other duties owed to Owner  or
third parties by Agent.  As and when directed by Owner, Agent shall institute in
its  name,  or in the name of Owner using counsel selected by Owner, appropriate
actions  or  proceedings to contest any such law, ordinance,  rule,  regulation,
order, determination or requirement.

          (m)  Promote the Premises and participate as Owner's representative in
any  Merchant's  Associations  or Promotional Organizations  (collectively,  the
"Promotional Organizations") established to promote the Premises.

           (n)   Consent to and approve tenant alteration work and installations
which are performed by tenants of space in the Premises and are provided for  in
the  leases  of  such  tenants and are within such  tenant's  space.   Agent  is
authorized to approve tenant alteration work and installations not provided  for
in  leases if (i) such alteration work and installations are made solely at  the
expense  of the tenant, and (ii) such alteration work and installations  do  not
affect  the  structural  integrity  or facade  of  any  building.   Agent  shall
periodically   monitor  the  progress  of  any  tenant   alteration   work   and
installations  to confirm that the work is being done in a good and  workmanlike
manner  and in substantial conformity with any plans and specifications approved
by  Owner  or  Agent,  and  shall notify Owner of any material  deficiencies  or
material variations from the approved plans and specifications.

           (o)   Provide, upon Owner's request in accordance with the provisions
of  Section  8  and Section 9 of Exhibit A, general contracting and construction
management services ("Development Services") and consultation to Owner  for  the
Premises,  which shall include, without limitation, the management,  supervision
and  administration  of,  and provisions for services  for  the  improvement  or
expansion  (and  in the event of damage or condemnation, the reconstruction)  of
the  Premises, including advice, expertise and support of Agent provided  and/or
retained  and/or  coordinated  by home office and on-site  personnel  including,
without  limitation,  executive  personnel, design  and  engineering  personnel,
clerical personnel, legal and accounting personnel.  Such personnel will perform
consultation and various functions involved with Development Services including,
without   limitation,   the   following:    design,   planning,   architectural,
engineering,  acquisition and negotiation, negotiations with  department  stores
for  site  acquisition  and  operation in the Premises;  permits  and  licenses;
preopening  advertising and publicity; market research, site work;  negotiations
with  public authorities; attendance at public hearings; project management  and
all  other  activities  necessary to accomplish the  improvement,  expansion  or
reconstruction of the Premises.  It is understood that Development Services  and
consultation  with Owner may or may not involve Agent's in-house  personnel;  by
mutual agreement of Agent and Owner, outside professionals or other persons  may
be engaged to provide Development Services and consultation with Owner, provided
that  Agent agrees to require any contractor or subcontractor brought  onto  the
Premises to have workers' compensation and employers' liability insurance in the
necessity statutory amounts and comprehensive general liability insurance for at
least $1,000,000.00.

           (p)  If Owner so directs, pay when due (i) all debt service and other
amounts  due under any mortgages that encumber the Premises or any part thereof,
and  (ii)  all  rent and other charges payable under any ground  lease  of  land
included  in the Premises under which Owner is the tenant and give Owner  notice
of the making of each payment.

          (q)  Carry out and comply with, directly or through a third party, all
requirements  on the part of Owner under all such mortgages and  ground  leases,
all  leases of space in the Premises, all ground leases and reciprocal  easement
agreements with department stores and all other agreements affecting or relating
to  the  Premises  which  are known or made known to Agent,  including,  without
limitation, the furnishing of all services and utilities called for therein, but
only to the extent that such requirements are at the time reasonably capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from collections or advances by Owner, provided that Agent shall promptly notify
Owner  if  Agent  cannot  carry out such requirement or has  insufficient  funds
available to do so.  Agent shall notify Owner promptly of any default under  any
such  mortgage, lease, ground lease, reciprocal easement or other  agreement  on
the  part  of  Owner, the tenant or other party thereto of which  agent  becomes
aware.

          (r)  Use reasonable efforts to comply with and require compliance with
the  requirements of leases of space in the Premises, ground leases,  reciprocal
easement  agreements  and  all other agreements affecting  or  relating  to  the
Premises  which  are  known  or made known to Agent  on  the  part  of  Tenants,
department  stores  and other parties thereto and enforce  compliance  with  the
rules and regulations, sign criteria and like standards for the Premises adopted
by Owner from time to time.

           (s)  Upon request, furnish Owner with an executed copy of each lease,
lease  renewal,  lease amendment, service contract and other  agreement  entered
into  on  or  after the date of this Agreement in connection with the operation,
management  and  leasing of the Premises, and use reasonable efforts  to  secure
from  tenants  and  parties to reciprocal easement agreements,  and  furnish  to
Owner,  any  certificates  of  insurance and renewals  thereof  required  to  be
furnished by the terms of their leases or agreements.  All such executed  copies
of  leases  shall  be maintained in Agent's main office, with  additional  lease
copies  together  with  insurance certificates also maintained  at  the  Agent's
office at the relevant property, if any such office exists.

           (t)  Inspect the Premises periodically and submit reports of findings
and   recommendations   to  Owner  which  shall  include,  without   limitation,
recommendations  as  to  required repairs, replacements or  maintenance.   Agent
shall keep and submit annual written reports of all material alterations made to
the Premises, no matter by whom effected.

           (u)   Erect barriers or chains for the purpose of blocking access  to
the  common  areas of and buildings included in the Premises as  local  law  may
require,  or, as directed in writing by owner, in order to avoid the  dedication
of  the  same for public use and furnish appropriate evidence of same  to Owner.
Agent  shall give any advance notice of the erection of such barriers or  chains
which may be required under reciprocal easement agreements or ground leases with
department stores.

          (v)  Use its reasonable efforts to obtain from tenants of the Premises
and  department  stores which are parties to reciprocal easement  agreements  or
ground  leases  waivers of their insurers' rights of subrogation in  respect  to
policies  of  fire  and  extended coverage and other property  damage  insurance
carried by them in favor of Owner, Agent and any department store or tenant  for
which Owner is obligated to attempt to obtain such waivers under a ground lease,
reciprocal easement agreement or space lease.

          (w)  Assist owner in preparing any statements required to be submitted
by  Owner  under  the  terms  of mortgages, ground leases,  reciprocal  easement
agreements and leases.

          (x)   Perform  its  duties  in  renting,  managing,  operating and
maintaining  the  Premises  applying prudent and reasonable  business  practices
which are consistent with those followed in respect of the Premises prior to the
date  of  this  Agreement, using reasonable care and diligence in  carrying  out
properly and efficiently its responsibilities under this Agreement.  Agent shall
maintain  those portions of the common areas of the Premises which  are  Owners'
obligation to maintain in a clean, safe and attractive condition, use reasonable
efforts  to  enforce  the  provisions of applicable leases,  ground  leases  and
reciprocal easement agreements so as to cause tenants and department  stores  to
maintain their premises and common areas, if any, in similar condition,  arrange
for  necessary security for the Premises and their common areas and arrange  for
cleaning  and  snow removal for the parking areas and roadways of the  Premises.
Agent shall recommend to Owner from time to time such procedures with respect to
the  Premises  as Agent may deem advisable for the more efficient  and  economic
management and operation thereof.

           (y)  Where leasing guidelines or any Legal Requirement (as defined in
paragraph  2.1  (m)  hereof)  now or hereafter in  effect  require  that  tenant
security  deposits be maintained, a separate interest-bearing account  for  such
security deposits (the "Security Deposit Account") shall be opened by Agent at a
bank approved by Owner.  The Security Deposit Account shall be maintained in the
name of Agent in accordance with the relevant lease or Legal Requirement, as the
case  may  be,  and shall be used only for tenant security deposits.   The  bank
shall  be  informed that the funds in the Security Deposit Account are  held  in
trust  for  Owner.   Agent  shall have the authority to  remit  to  tenants  any
interest  to  which they are entitled on their security deposit,  in  accordance
with  their leases or any Legal Requirement, but Agent shall obtain the  written
approval  of  Owner prior to the return of such deposits or any  other  security
(including  letters  of  credit) to any tenant when the amount,  in  any  single
instance, exceed $50,000.00.

     Owner recognizes and understands that Environmental Service (as hereinafter
defined)  are  not actions or services that Agent is required to  perform  under
this Agreement and Owner further recognizes and understands that Agent is not  a
consultant  or a contractor that performs Environmental Services.  Upon  Owner's
request, Agent agrees to obtain and coordinate for and on behalf of Owner,  such
Environmental  Services as Owner may request or require.  Owner shall  reimburse
Agent  for its administrative costs in connection with the coordination of  such
Environmental  Services as provided in Exhibit A, paragraph 8 of the  Agreement.
In  addition, Owner shall reimburse Agent for the costs of outside professionals
retained  to perform Environmental Services.  Environmental Services is  defined
to  be  those  acts  or actions involving the presence use,  exposure,  removal,
restoration, or introduction of Hazardous materials (as hereinafter defined) and
the investigation of and compliance with any and all applicable rules, laws,  or
regulations  of  local,  state or federal authorities which  apply  or  regulate
Hazardous  Materials.  Hazardous Materials means any hazardous, radioactive,  or
toxic  substance,  material or waste listed in the United States  Department  of
Transportation  Hazardous  Materials Table; or by the  Environmental  Protection
Agency  as  hazardous substances; or such substances, materials and waste  which
are  or  become regulated under applicable local, state or federal law including
materials which are petroleum products, asbestos, polychlorinated biphenyls,  or
designated  as  hazardous  substances under the  Clean  Water  Act;  or  defined
hazardous waste under the Resource Conservation and Recovery Act; or defined  as
hazardous   substances   under   the   Comprehensive   Environmental   Response,
Compensation and Inability Act.

      2.2   Agent agrees, on behalf of Owner and at Owner's expense, to  procure
and  continue  to maintain in force a comprehensive general liability  insurance
policy  or polices with respect to the Premises.  Such policy or policies  shall
provide  for  coverage in the amount and with such insurers as are  required  of
Owner  under the Loan Documents (as defined below), but in any event,  not  less
than  ten  million dollars ($10,000,000.00) combined single limit  coverage  per
occurrence  for  bodily injury and property damage.  The polices  shall  include
coverage  for  contractual  liabilities assumed with respect  to  the  Premises,
including,  but  not limited to, the obligations created by  the  indemnity  set
forth in Section 3.3 hereof as used in this Agreement. The term "Loan Documents"
shall refer to that certain Amended and Restated Loan Agreement, dated as of May
31,  1998,  by and between Owner, as Borrower, and First Commonwealth  Bank,  as
Lender; Assumption of Mortgage and Security Agreement, dated as of May 31, 1998,
by  and between Owner and Lender ("Mortgage"); Amended and Restated Note,  dated
as of May 31, 1998, by and between Owner and Lender, and such other documents or
their  amendments as have been or may be executed in connection  with  the  loan
(the "Mortgage Loan") secured by Mortgage.

      Further, at all times during the term of this Agreement, Agent shall  keep
or  cause  to  be kept insured, at Owner's cost and expense, all  buildings  and
improvements  on  the Premises against loss or damage by fire, windstorm,  hail,
explosion,  damage from aircraft and vehicles and smoke damage, and  such  other
risks  as are from time to time included in "extended coverage" endorsements  in
an amount sufficient to replace said improvements.

      All  insurance  provided for in this Section 2.2 shall be  effected  under
valid  and  enforceable polices issued by insurers of recognized  responsibility
and  shall provide respectively, for the waiver of all rights of subrogation  by
Owner  or  parties  claiming through Owner against  Agent  and  its  agents  and
employees.   Owner and Agent hereby waive all rights of recovery as against  the
other  party hereto arising from loss or damage caused by the perils  enumerated
in  this  Section 2.2 and agree that any policies obtained with respect to  such
perils  shall be endorsed accordingly, if such endorsements are available.   Any
insurance  required to be maintained hereunder may be taken out under a  blanket
insurance  policy  or  polices covering other properties of  the  insured.   Any
policy required by this Section 2.2 shall provide that such policy shall not  be
canceled without at least thirty (30) days' prior notice to Owner and Agent and,
in  any  event,  shall  provide that all parties insured thereby  shall  receive
notice  no  less  than fifteen (15) days prior to the expiration  dates  of  the
expiring policies.

      2.3  Agent agrees to render monthly reports relating to the management and
operation  of  the  Premises for the preceding calendar month on or  before  the
twenty-fifth  (25th) day of each month in form as Owner and Agent will  mutually
agree.  Agent agrees that Owner shall have the right to require the transfer  to
Owner at any time of any funds in the Bank Account considered by Owner to be  in
excess  of an amount reasonably required by Agent for disbursement in connection
with  the Premises.  Agent agrees to keep records with respect to the management
and  operation  of  the Premises as prescribed by owner,  and  to  retain  those
records  for periods specified by Owner.  Owner shall have the right to  inspect
such  records  and  audit the reports required by this Section  during  business
hours  for  the  life of this Agreement and thereafter during  the  period  such
records are to be retained pursuant to this Section.  In addition, Agent  agrees
that  such records may be examined from time to time during the period aforesaid
by  any  of  the supervisory or regulatory authorities having jurisdiction  over
Owner.

      2.4   Agent  shall  ensure  such  control over  accounting  and  financial
transactions  as is reasonably required to protect Owner's assets from  loss  or
diminution due to gross negligence or willful misconduct on the part of  Agent's
associates  or  employees.   Losses  caused  by  gross  negligence  or   willful
misconduct shall be borne by Agent.

      2.5   Agent shall establish and prepare, in the form authorized by  Owner,
with  such additional changes as may be reasonably requested by Owner, operating
and  capital  improvement  budgets  for the  promotion,  operation,  repair  and
maintenance  of  the  Premises for each calendar year.   Preliminary  and  final
budgets will be due 45 and 30 days, respectively, prior to commencement  of  the
calendar year to which they relate.  Such budgets shall be prepared on  both  an
accrual  basis  showing a month-by-month projection of income and  expenses  and
capital  expenditures.  At least 30 days prior to the end of  each  year,  Agent
shall  meet  with  Owner to review such budgets for the subsequent  year.   Upon
receiving Owner's approval, Agent shall use its best efforts to comply with such
final budgets.

           (a)   Agent  shall  meet  with Owner on a  regular  basis,  not  less
frequently  than semi-annually and otherwise upon reasonable call by  Owner,  to
review the operations of the Premises, to review and, if appropriate, revise  in
light  of actual experience the annual operating and capital improvement budgets
theretofore  approved  by Owner and to consider other matters  which  Owner  may
raise.

           (b)   Upon approval of the operating budget by Owner, and unless  and
until  revoked or revised by Owner, Agent shall have the right, without  further
consent  or approval by Owner to incur and pay the operating expenses set  forth
in the approved operating budget, subject to paragraph 2.1(g) above.

          (c)  At the request of Owner from time to time Agent shall prepare and
submit to Owner (i) operating projections for the Premises for the ensuing  five
(5)  years, such projections to be made on a year-by-year basis and to be  based
on  Agent's  best  judgment  as to the future, taking into  consideration  known
circumstances  and circumstances Agent can reasonably anticipate are  likely  to
occur, and (ii) a schedule in reasonable detail of capital improvements, repairs
and  replacements  not  provided for in the current capital  improvement  budget
which  Agent  reasonably anticipates will be required or should be made  in  the
foreseeable future, with Agent's opinion as to the relative priority and cost of
each thereof.

      2.6   Agent shall also participate in Owner's property review programs  to
the  extent  requested by Owner.  Such review shall include  asset,  investment,
financial  and  strategy profiles in form satisfactory to  Owner.   Agent  shall
respond,  within  10  days, to Owner's management evaluation reports  concerning
actions  to be taken by Agent to correct or modify its management standards  for
the  operations,  leasing or financial services provided for the  Premises.   If
Owner shall request that Agent's home office or regional office personnel travel
to  the  Premises to participate in Owner's property review programs or for  any
other reason (unless such reason is for normal supervision), the reasonable cost
of  meals, travel and hotel accommodations expenses incurred by such home office
personnel in connection with such travel shall be reimbursed to Agent by  Owner.
Agent  shall,  however, bear the full cost and expenses  incurred  by  its  home
office  or  regional  office personnel in connection with their  travel  to  the
Premises  to  the  extent such travel is required by the Agent  for  the  normal
supervision of the management and leasing of the Premises.

      2.7   Agent  agrees to use its best efforts to have all space  within  the
Premises  rented  to desirable tenants, satisfactory to Owner,  considering  the
nature of the Premises, and in connection therewith:

           (a)   To  negotiate, as the exclusive agent of Owner, all leases  and
renewals  of  leases  at  the  appropriate time, it being  understood  that  all
inquiries to Owner with respect to leasing any portion of the Premises shall  be
referred  to  Agent.  Except for license agreements for temporary  tenants,  all
leases  and renewals for lease terms in excess of one (1) year must be  prepared
in accordance with Exhibit C by Agent and in accordance with the annual approved
budget and be submitted to Owner's representative for execution by Owner.  Agent
is authorized to negotiate and execute license agreements prepared in accordance
with  Exhibit C for temporary tenants and/or short term promotional  activities.
If Agent shall receive a prospective tenant reference from a property other than
the  Premises, which Agent or any subsidiary or affiliate manages,  Agent  shall
promptly  declare its potential conflict of interest to Owner  and  Owner  shall
determine  if  negotiations with such prospective tenant shall be undertaken  by
Agent,  Owner,  or a third party approved by Owner.  References  of  prospective
tenants,  as  well  as  their varying use requirements,  shall  be  investigated
carefully  by  Agent.   Agent also is authorized to  negotiate  and  execute  on
Owner's behalf lease amendments which:  (i) change a Tenant's commencement  date
by  sixty (60) days or less (or for such longer period as is approved by Owner);
(ii)  change  a  Tenant's permitted use by allowing the sale of such  additional
items  as  are  reasonably related to the Tenant's primary  and  principal  use,
provided Agent has no reason to know of any lease at the center prohibiting such
use;  (iii)  change  a  tenant's  marketing  charge  or  promotional  charge  or
advertising obligation.

      Owner acknowledges and understands that Agent manages properties for third
parties.   Owner further acknowledges and understands that Agent  routinely  and
customarily  negotiates tenant leases from multiple locations involving  two  or
more  properties (one or more of which may be the Premises and one  or  more  of
which  may  be  properties owned by Agent or by others).   Agent  conducts  such
multiple  location negotiations in good faith for the benefit and  interests  of
Owner  and  other property owners, including Agent.  Agent shall be entitled  to
assume  that such leasing practices are approved and acceptable to Owner, unless
and until Owner specifically disapproves the practice and so notifies Agent.

           (b)   With  Owner's  prior  approval, to advertise  the  Premises  or
portions thereat for rent, by means of periodicals, signs, plans, brochures  and
other means appropriate to the Premises.  Owner acknowledges and agrees that the
Premises may be included in brochures or other advertising media of Agent, which
may include other properties being offered for lease by Agent.

           (c)   In  no event shall Agent engage or utilize the services  of  an
outside  broker  in  connection  with any lease without  Owner's  prior  written
consent.  In any case in which Owner requests or gives such consent, Agent shall
cause  such  broker  to  enter into a written agreement  with  Owner,  on  terms
reasonably  satisfactory to Owner, with respect to such broker's commission  and
Owner  shall be responsible for the payment of such commission pursuant  to  the
terms of said agreement.

           (d)  Agent will, in each instance, negotiate for the inclusion in all
leases entered into by Owner of a provision to the effect that recourse on  such
obligation  shall  be  had only against the property to  which  such  obligation
relates  and  no  recourse shall be sought against Owner  or  any  other  person
holding, directly or indirectly, a beneficial interest in the property.

           (e)   Agent will, upon the request of Owner, undertake to find buyers
for  the  sale of any of the Owner's outparcels, peripheral land or  such  other
real  estate  situate upon the Premises, ("Sale Property"), and, in addition  to
any  other compensation provided to be paid to Agent under this Agreement, Owner
agrees to pay to Agent as compensation for its services hereunder, a fee at  the
rate  specified  in  Paragraph  7(iii) of  Exhibit  "A",  attached  hereto.   In
performing its duties hereunder, Agent shall perform the following:

               (i)  Submit to Owner for approval, a pricing schedule on the Sale
Property;

               (ii) Upon request, submit to Owner for approval, contract form(s)
to be used in the sale of the Sale Property;

                (iii)      Upon  request, furnish Owner with  a  written  report
regarding its progress in such sale activities;

                (iv) Negotiate on behalf of Owner, the sale of the subject  Sale
Property; and

               (v)  Provide legal services, limited to:

                    (a)  Preparation of the Purchase and Sale Agreement;
                    (b)  Deed and Easement(s) preparation;
                    (c)  Preparation and submittal to Owner of the Seller's
                           closing statement;
                    (d)  Preparation of closing instructions;
                    (e)  Coordination of title work;
                    (f)  Upon approval of Owner, retain local counsel,
                           whose fees will be reimbursed by Owner; and
                    (g)  Submit to Owner, for final execution, all
                           documents necessary to consummate the
                           transaction.

      Agent shall pursue these duties and obligations with diligence and in  the
best interests of Owner.

     2.8  Agent agrees, for itself and all persons retained or employed by Agent
in  performing its services, to hold in confidence and not to use or disclose to
others  any  confidential  or proprietary information  of  Owner  heretofore  or
hereafter  disclosed to Agent ("Confidential Information"), including,  but  not
limited  to, any data, information plans, programs, processes, costs, operations
or  the names of any tenants which may come within the knowledge of Agent in the
performance  of,  or  as  a result of, its services, except  where  required  by
judicial  or  administrative  order, or where  Owner  specifically  gives  Agent
written  authorization  to  disclose any of the  foregoing  to  others  or  such
disclosure as is required in the direct performance of Agent's duties hereunder.
If  Agent  is  required by a judicial or administrative order  to  disclose  any
Confidential Information, Agent will promptly notify Owner thereof, consult with
Owner  on the advisability of taking steps to resist or narrow such request  and
cooperate  with  Owner in any attempt it may make to obtain an  order  or  other
assurance  that  confidential  treatment will be accorded  to  the  Confidential
Information disclosed.

      2.9   If at any time there shall be insufficient funds available to  Agent
from  collections to pay any obligations of Owner required to be paid under this
Agreement, Agent shall promptly notify Owner and Agent shall not be obligated to
pay such obligations unless Owner furnishes Agent with funds therefor.

      2.10  Agent assumes no responsibility under this Agreement other  than  to
render the services called for hereunder in good faith, and Owner shall make  no
claim  against Agent on account of any alleged errors of judgment made  in  good
faith in connection with Agent's obligations hereunder and with the operation of
the Premises.  Agent shall not be liable to Owner or others except by reason  of
acts  constituting willful misfeasance or gross negligence on the part of Agent,
and  Owner agrees to indemnify, defend and hold harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof)and  employees  from  and
against  all  claims, actions, causes of action, costs and expenses  (including,
but  not  limited to, reasonable attorney's fees) directly or indirectly arising
from  the  claims  of any third party, except only those claims where  liability
arises  from  acts constituting willful misfeasance or gross negligence  on  the
part of Agent.

                                   ARTICLE III
                                        
                               OWNER'S AGREEMENTS
                                        
     3.1  Owner, at its option, may pay directly all taxes, special assessments,
ground  rents,  insurance premiums and mortgage payments.  If Owner  makes  such
election,  Agent shall advise Owner of the due dates of such taxes  assessments,
insurance premiums and mortgage payments.

      3.2   Owner  shall  bear  the cost of all premiums relating  to  insurance
procured  by Agent for Owner pursuant to Section 2.2 hereof.  Owner  shall  look
solely  to  such  insurance for indemnity against any  loss  or  damage  to  the
Premises  and shall obtain waivers of subrogation against the Agent  under  such
policies if available at no additional cost to Owner.

      3.3   Owner  agrees to indemnify and save harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof) and employees  from  and
against  all  claims,  losses and liabilities resulting  from:   (i)  damage  to
property or injury to, or death of, persons from any cause whatsoever when Agent
is  carrying out the provisions of this Agreement or acting under the  direction
of  Owner in or about the Premises; (ii) claims for defamation and false  arrest
when Agent is carrying out the provisions of this Agreement or acting under  the
direction  of  Owner; and (iii) claims occasioned by or in  connection  with  or
arising  out of acts or omissions, other than criminal acts, of the  Agent  when
Agent  is  carrying  out the provisions of this Agreement or  acting  under  the
direction  of  Owner  (except in cases of Agent's willful  misconduct  or  gross
negligence), and to defend or cause to be defended, at no expense  to  Agent  or
such  persons,  any claim, action or proceeding brought against  Agent  or  such
persons  or Agent and Owner, jointly or severally, arising out of the foregoing,
and  to  hold  Agent  and  such  persons harmless from  any  judgment,  loss  or
settlement on account thereof.

       Notwithstanding  the  foregoing,  Owner  shall  not  be  responsible  for
indemnifying or defending Agent or such persons in respect of any matter,  claim
or  liability  in  respect of which Agent is obligated  to  indemnify  Owner  as
provided in the following sentence.  Agent agrees to indemnify and save harmless
Owner  from and against all claims, losses and liabilities resulting from injury
to,  or death of, persons in or about the Premises or for deformation and  false
arrest  in  each  case caused in whole or in part by the willful misfeasance  or
gross  negligence  of Agent, and to defend, at no expense to Owner,  any  claim,
action  or  proceeding  brought against Owner or Owner  and  Agent,  jointly  or
severally,  arising out of the foregoing, and to hold Owner  harmless  from  any
judgments, loss or settlement on account thereof.

       Notwithstanding  the  foregoing,  Agent  shall  not  be  responsible  for
indemnifying  or  defending Owner in respect of any matter, claim  or  liability
which is covered by any public liability insurance policies carried by Owner and
under  which  Agent  is  named  as an additional insured.   The  indemnification
obligations  of  Owner and Agent under this Section 3.3 shall in  each  case  be
conditioned upon (a) prompt notice from the other party after such party  learns
of  any  claim  or basis therefor which is covered by such indemnity,  (b)  such
party's not taking any steps which would bar Owner or Agent, as the case may be,
from  obtaining recovery under applicable insurance policies or would  prejudice
the  defense  of  the  claim in question, and (c) such  party's  taking  of  all
necessary steps which if not taken would result in Owner or Agent, as  the  case
may be, being barred from obtaining recovery under applicable insurance policies
or would prejudice the defense of the claim in question.  The provisions of this
Section 3.3 shall survive the expiration or termination of this Agreement.

      3.4   Owner  shall  provide such office space on the Premises  as  may  be
necessary  for  Agent  to properly perform its functions under  this  Agreement.
Agent shall not be required to pay for utilities, telephone service or rent  for
the  office area on the Premises occupied by Agent.  Agent shall have the  right
to use the fixtures, furniture, furnishings and equipment, if any, which are the
property of Owner in said office space.  Owner shall also provide space  on  the
Premises  for  use as community rooms and information and service centers  where
the  use of such space is determined by Owner to be in the best interest of  the
Premises.   All  income derived from the utilization and/or  operation  of  such
community rooms and/or information or service centers shall belong to the  Owner
and all expenses relating thereto shall be borne by Owner.

      3.5   Except as otherwise provided in this Agreement, everything  done  by
Agent  in  the  performance  of its obligations under  this  Agreement  and  all
expenses  incurred pursuant hereto shall be for and on behalf of Owner  and  for
its  account.   Except as otherwise provided herein, all debts  and  liabilities
incurred  to  third parties in the ordinary course of business of  managing  the
Premises  as  provided herein are and shall be obligations of Owner,  and  Agent
shall  not  be  liable  for any such obligations by reason  of  its  management,
supervision or operation of the Premises for Owner.

                                   ARTICLE IV
                                        
                                  COMPENSATION
                                        
      4.1   In  addition to any other compensation provided to be paid to  Agent
under  this  Agreement,  Owner agrees to pay to Agent as  compensation  for  its
management  services hereunder, a fee at the rate specified in  paragraph  5  of
Exhibit A attached hereto.  Said fee shall be payable monthly no later than  the
twenty-fifth  (25th)  day of the following month, and  shall  be  based  on  the
following  components of income from the preceding calendar month determined  in
accordance  with  GAAP.   It  is understood that the  management  fee  shall  be
calculated  upon  the  following items:  (i) minimum rents  from  all  permanent
tenants  (anchor, mall shops, ground leases and all other tenants);  (ii)  Lease
buyout  income; (iii) Percentage rents in lieu of minimum rents; (iv) Percentage
rents;  (v) all cost recovery income (CAM, taxes, food court, security,  other);
(vi) income from all temporary tenants (initial term of one year or less); (vii)
income  from all promotional activity; (viii) miscellaneous mall income such  as
payphone commissions, stroller rentals, etc. and (ix) bad debts expense  related
to  any of the above revenue items.  The following items shall not be subject to
management  fees:  (i) business interruption insurance income;  (ii)  recoveries
from  insurance  companies for casualty and other losses;  (iii)  payments  from
tenants for leasehold improvements and related services provided by Agent;  (iv)
payments  from  tenants to Merchants' Associations or to  Marketing  Funds;  (v)
tenant security deposits; (vi) straight line rental income or losses, and  (vii)
operating covenant and amortization (classified as a reduction of minimum rent).
Agent  shall  withdraw said fee from the operating account for the Premises  and
shall account for same as provided for in Section 2.3 hereof.

      4.2  The following expenses or costs incurred by or on behalf of Agent  in
connection  with the management and leasing of the Premises shall  be  the  sole
cost and expense of Agent and shall not be reimbursable by Owner and Agent shall
indemnify Owner for such expenses and costs:

           (a)   cost  of  gross  salary  and wages, payroll  taxes,  insurance,
worker's  compensation,  pension benefits and  any  other  benefits  of  Agent's
employees, except that Owner will reimburse Agent for all costs of employees who
provide  either  full  or part time services on-site at  any  of  the  Premises.
Within the category of "on-site" personnel, Agent may include the pro-rata costs
for regional personnel performing required services at the Premises on a regular
basis (but which personnel may share time working at other properties managed by
Agent); provided, however, that the costs for any employees who are based at  or
work  from Agent's home office shall not be included, and provided further  that
the  pro-rata costs for any such regional personnel are included and  identified
as such within the annual operating budget as approved by Owner.

           (b)  general accounting and reporting services, as such services  are
considered to be within the reasonable scope of Agent's responsibility to Owner;

           (c)   costs  of  forms, stationery, ledgers, supplies, equipment  and
other "general overhead" items used in Agent's home office or regional offices;

           (d)   cost or pro rata cost of telephone and general office  expenses
incurred in the Premises by Agent for the operation and management of properties
not owned by Owner;

           (e)  cost of all bonuses, incentive compensation, profit sharing,  or
any pay advances by Agent to Agent's employees, except such costs pertaining  to
employees employed by Agent in accordance with Paragraph 2.1 (b) hereof;

           (f)   cost  attributable to losses arising from criminal acts,  gross
negligence or fraud on the part of Agent or Agent's associates or employees;

           (g)  cost for meals, travel and hotel accommodations for Agent's home
office  or regional office personnel who travel to and from the Premises, except
as provided in Section 2.6;

           (h) cost of automobile purchase and/or rental, except if furnished or
approved by Owner;

           (i)   except  as  otherwise provided in Exhibit  A  attached  hereto,
expenses  incurred in connection with the leasing of the Premises, it  is  being
understood  and agreed, however, that Agent shall be reimbursed for  advertising
expenses incurred in connection with the leasing of the Premises;

           (j)   cost  of liability or other insurance carried by Agent,  except
costs  incurred  by Agent in satisfaction of its obligations under  Section  2.2
hereof; and

           (k)   cost  of  bonds purchased pursuant to Section  2.1(i)  of  this
Agreement.

                                    ARTICLE V
                                        
                         DURATION, TERMINATION, DEFAULT
                                        
     5.1  This Agreement shall become effective on the date hereof.

     5.2  Subject to earlier termination as hereinafter provided, this Agreement
shall  have  an  initial  term ending on November  1,  2003.   Thereafter,  this
Agreement shall continue year-to-year on the same terms and conditions as herein
contained subject to being terminated by either Agent or Owner upon no less than
six  (6)  months  written  notice.  The Agent may not terminate  this  Agreement
except in the case of non-payment of management fees for a period of ninety (90)
days  after notice of such non-payment to Owner and Lender.  In addition, Lender
shall  have the right to terminate (or direct Owner to terminate, as applicable)
this  Agreement:   (i) upon the insolvency of Agent, (ii) the occurrence  of  an
Event  of Default (as defined in the Loan Documents), (iii) the failure  of  the
Premises to meet the Net Operating Income requirements  (as defined in the  Loan
Documents),  or  (iv)  pursuant to the provisions of the Manager's  Consent  and
Subordination of Management Agreement.

      5.3   It shall be an Event of Default under this Agreement on the part  of
Agent  if Agent shall default in any material respect in performing any  of  its
obligations under this Agreement and such default shall not be cured  within  30
days after written notice thereof is given by Owner to Agent (or, if the default
in  question  is  curable  but is of such nature that it  cannot  reasonably  be
completely  cured  within such 30-day period, if Agent does not  promptly  after
receiving such notice commence to cure such default and thereafter proceed  with
reasonable diligence to complete the curing thereof within 180 days after notice
is given by Owner to Agent).  If an Event of Default by Agent shall occur, Owner
shall  have  the  right to terminate this Agreement by written notice  given  to
Agent,  and  upon the giving of such notice this Agreement and the  term  hereof
shall terminate without any obligation on the part of Owner to make any payments
to Agent hereunder except as hereinafter provided.

      5.4   If  at  any  time during the term of this Agreement any  involuntary
petition  in  bankruptcy  or similar proceeding shall  be  filed  against  Agent
seeking its reorganization, liquidation or appointment of a receiver, trustee or
liquidator  for  it  or  for all or substantially all of its  assets,  and  such
petition shall not be dismissed within 90 days after the filing thereof,  or  if
Agent shall:

          (a)  apply for or consent in writing to the appointment of a receiver,
trustee or liquidator of all or substantially all of its assets;

           (b)  file a voluntary petition in bankruptcy or admit in writing  its
inability to pay its debts as they become due;
 
           (c)  make a general assignment for the benefit of creditors;

           (d)   file  a  petition  or an answer seeking  reorganization  or  an
arrangement with creditors or take advantage of any insolvency law; or

           (e)   file an answer admitting the material allegations of a petition
filed against it in any bankruptcy, reorganization or insolvency proceedings;

then  upon the occurrence of any such event, Owner, at its option, may terminate
this  Agreement  by written notice given to Agent, and upon the giving  of  such
notice this Agreement and the term hereof shall terminate without any obligation
on  the  part  of  Owner  to  make any payments to  Agent  hereunder  except  as
hereinafter provided.

      5.5  Owner shall have the additional right to terminate this Agreement  on
at  least  10  days'  written notice to Agent, if Agent  without  Owner's  prior
written  consent  shall  assign or attempt to assign its rights  or  obligations
under this Agreement or subcontract (except for normal service agreements or  as
otherwise  specified in this Agreement) any of the services to be  performed  by
Agent.   Owner shall also have the right to terminate this Agreement as  to  any
property  included  within the Premises on at least 10 days' written  notice  to
Agent if (a) such property shall be damaged or destroyed to the extent of 25% or
more  by  fire or other casualty and Owner elects not to restore or repair  such
property or (b) there shall be a condemnation or deed in lieu thereof of 25%  or
more of such property.

      5.6   Agent  acknowledges and agrees that Owner shall have  the  right  to
subordinate and/or assign this agreement in connection with the Loan  Documents.
Agent  further  agrees to execute such further instruments as  Owner  or  Lender
deems  necessary to effectuate such subordination, provided that  in  the  event
Lender  becomes  entitled to possession of the Premises,  the  Lender  shall  be
entitled, at its option,  to retain Agent to manage the Premises, in which  case
the   Agent  shall be entitled to the compensation set forth in  this  Agreement
during all periods in which Agent is providing services to the Premises for  the
Lender.   Moreover,  notwithstanding anything to the contrary contained  herein,
for so long as any amounts remain outstanding under the Loan Documents, (i) this
Agreement  and  all  fees payable by Owner hereunder shall  be  subject  to  and
subordinate  to  any  mortgage liens on the Premises  established  by  the  Loan
Documents and (ii) Agent shall comply with any and all applicable provisions  of
the  Loan  Documents and in the event there is a conflict between the  terms  of
this  Agreement  and the terms of the Loan Documents, the Loan  Documents  shall
control.

      5.7  Upon any termination of this Agreement pursuant to the provisions  of
this  Article  V, Owner shall remain obligated to pay to Agent  fees  and  other
amounts due to Agent hereunder which accrued prior to the effective date of such
termination.   Nothing contained in this Section 5.7 shall be deemed  to  waive,
affect  or impair (a) Owner's rights to seek recourse against Agent for  damages
or  other  relief  in  the event of the termination of this Agreement  by  Owner
pursuant  to  Section  5.3, 5.4 or 5.5 hereof, and (b)  Agent's  right  to  seek
recourse  against  Owner  for  damages or other  relief  in  the  event  of  the
termination of this Agreement by Agent pursuant to Section 5.2 hereof.

      5.8   Upon the expiration or earlier termination of this Agreement,  Agent
shall  forthwith  surrender  and deliver to Owner  any  space  in  the  Premises
occupied  by  Agent and shall make delivery to Owner or to Owner's  designee  or
agent, at Agent's home or regional offices or at its offices at the Premises, of
the following:

           (a)   a  final accounting, reflecting the balance of income from  and
expenses  of  the Premises as at the date of expiration or termination  of  this
Agreement;

           (b)   any funds of Owner or tenant security or advance rent deposits,
or both, held by agent with respect to the Premises; and

           (c)  all Confidential Information (in whatever medium stored) and all
other records, contracts, leases, ground leases, reciprocal easement agreements,
receipts  for  deposits, unpaid bills, lease summaries,  canceled  checks,  bank
statements,  paid  bills and all other records, papers  and  documents  and  any
microfilm  and/or  computer disk of any of the foregoing  which  relate  to  the
Premises  and  the operation, maintenance, management and leasing  thereof;  all
such data, information and documents being at all times the property of Owner.

      In  addition, Agent shall furnish all such information and take  all  such
action as Owner shall reasonably require to effectuate an orderly and systematic
termination of Agent's duties and activities under this Agreement.

      5.9  This Agreement shall terminate at the election of Owner as to any  of
the  properties set forth in Exhibit A upon thirty (30) days written  notice  to
the  Agent if such properties are sold by Owner to a non-affiliated third  party
purchaser  or  (unless the Lender shall otherwise notify the Agent  in  writing)
automatically  if such properties were acquired  on foreclosure  of  a  mortgage
encumbering all or a portion of the Premises.  In the event such properties  are
sold  by  Owner to a non-affiliated third party purchaser and this Agreement  is
not  thereby  terminated by Owner, the Agent shall have the right  to  terminate
this  Agreement as to such properties upon sixty (60) days prior written  notice
which  notice must be given within ninety (90) days after the date of such  sale
is  consummated.   If such properties are sold, Agent will not  be  entitled  to
sales  commission  unless the Agent has been retained by  Owner  pursuant  to  a
separate commission arrangement.  This Agreement shall remain in full force  and
effect as to all properties not terminated pursuant to this Section 5.9.

      5.10  The  provisions of this Article V shall survive  the  expiration  or
termination of this Agreement.

                                   ARTICLE VI
                                        
                                   ASSIGNMENT
                                        
      6.1  Agent, except for a transfer to a "Permissible Transferee", shall not
assign its rights or obligations under this Agreement, either directly or  by  a
transfer  of  shares of beneficial interest or voting control either voluntarily
or  by  operation  of law.  Any change other than to a "Permissible  Transferee"
shall  constitute  a breach of this Agreement by Agent and Owner  may  terminate
this  Agreement in accordance with Section 5.5  A "Permissible Transferee" shall
mean  any corporation, partnership, trust or other entity, more than 50% of  the
outstanding  stock  of which, or more than 50% interest in which,  is  owned  or
controlled by Agent, or as otherwise permitted in the Loan Documents.

      6.2   In  the event of a sale or conveyance of any of the Premises,  Owner
shall  have  the  right to cancel or assign this Agreement and  its  rights  and
obligations  hereunder to any person or entity to whom or which Owner  sells  or
conveys  such  property  or properties.  Upon such assignment,  Owner  shall  be
relieved  of its obligations under this Agreement with respect to such  property
or  properties that accrue from and after the date of such assignment,  provided
that the assignee shall assume the obligations of Owner under this Agreement and
shall  agree to perform and be bound by all of the terms and provisions  hereof,
effective  from  and after the date of such assignment and an executed  copy  of
such  assumption  agreement shall be delivered to Agent.   Agent  shall  not  be
entitled to a "termination fee" in connection with an assignment or cancellation
as  set  forth in this Section 6.2, but otherwise shall be entitled  to  collect
from  Owner  such  fees  and expenses, including termination  and/or  relocation
expenses of Agent's full-time employees, if any, as Agent has earned pursuant to
this Agreement prior to the date of such assignment or cancellation.

                                   ARTICLE VII
                                        
                                  MISCELLANEOUS
                                        
      7.1   Owner's  representative ("Owner's Representative"), whose  name  and
address is set forth in paragraph 2 of Exhibit A attached hereto, shall  be  the
duly authorized representative of Owner for the purpose of this Agreement.   Any
statement,  notice, recommendation, request, demand, consent or  approval  under
this  Agreement shall be in writing and shall be deemed given by Owner when made
or  given  by  Owner's  Representative or any officer  of  Owner  and  delivered
personally to an officer of Agent or mailed, addressed to Agent, at his  address
first  above  set forth.  Either party may, by notice to the other, designate  a
different address for the receipt of the aforementioned communications and Owner
may,  by  notice  to  Agent, from time to time, designate  a  different  Owner's
Representative  to  act  as such.  All communications mailed  by  one  party  to
another  shall  be  sent by first class mail, postage prepaid  or  Express  Mail
Service, or other commercial overnight delivery service, except that notices  of
default shall be sent by registered or certified mail, return receipt requested,
postage  prepaid,  Express Mail Service or other commercial  overnight  delivery
service with receipt acknowledged in writing.  Communications so mailed shall be
deemed  given or served on the date mailed.  Notwithstanding the foregoing,  any
notices,  requests,  consents, approvals and other  communications,  other  than
notices  of  default  or approvals of annual budgets, and other  communications,
approvals  or  agreements  which are required by  the  express  terms  of  other
provisions  of  this  Agreement to be in writing,  may  be  given  by  telegram,
telephonic  communication or orally in person.  Agent and Owner shall furnish to
the  other  the names and telephone numbers of one or more persons  who  can  be
reached  at  any  time during the term of this Agreement  in  the  event  of  an
emergency.

     7.2  Agent shall, at its own expense, qualify to do business and obtain and
maintain  such licenses as may be required for the performance by Agent  of  its
services.

      7.3  Each provision of this Agreement is intended to be severable.  If any
term   or  provision  hereof  shall  be  determined  by  a  court  of  competent
jurisdiction to be illegal or invalid for any reason whatsoever, such  provision
shall  be severed from this Agreement and shall not affect the validity  of  the
remainder of this Agreement.

      7.4   In the event either of the parties hereto shall institute any action
or   proceeding  against  the  other  party  relating  to  this  Agreement,  the
unsuccessful  party in such action or proceeding shall reimburse the  successful
party  for  its  disbursements  incurred in connection  therewith  and  for  its
reasonable attorney's fees as fixed by the court.

     7.5  No consent or waiver, express or implied, by either party hereto or of
any  breach or default by the other party in the performance by the other of its
obligations hereunder shall be valid unless in writing, and no such  consent  or
waiver shall be deemed or construed to be a consent or waiver to or of any other
breach  or  default in the performance by such other party of the  same  or  any
other  obligations of such party hereunder.  Failure on the part of either party
to  complain  of any act or failure to act of the other party 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.  The granting  of
any  consent or approval in any one instance by or on behalf of Owner shall  not
be  construed  to  waive  or limit the need for such consent  in  any  other  or
subsequent instance.

      7.6  The venue of any action or proceeding brought by either party against
the  other arising out of this Agreement shall be in the state or federal courts
of the Commonwealth of Pennsylvania.

      7.7   This Agreement may not be changed or modified except by an agreement
in  writing  executed  by each of the parties hereto and  consented  to  by  the
Lender.   This  Agreement constitutes all of the understandings  and  agreements
between the parties in connection with the agency herein created.

      7.8  This Agreement shall be binding upon and inure to the benefit of  the
parties  hereto and their permitted successors and assigns, but shall not  inure
to the benefit of, or be enforceable by, any other person or entity.

     7.9  Nothing contained in this Agreement shall be construed as making Owner
and  Agent partners or joint ventures or as making either of such parties liable
for  the  debts  or  obligations of the other, except as in  this  Agreement  is
expressly provided.

     7.10 The effective date of this Agreement shall be May 1, 1998.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                         CROWN  AMERICAN LEWISTOWN
                         ASSOCIATES, L.P.
                              (Owner)
                         BY: CROWN AMERICAN LEWISTOWN
                         ASSOCIATES
                         as sole general partner

                         By:  /s/ Ronald P. Rusinak
                              Name:     Ronald P. Rusinak
                              Title:    Vice President


                         CROWN AMERICAN PROPERTIES, L.P.
                              (Agent)
                         BY: CROWN AMERICAN REALTY TRUST,
                         as sole general partner


                         By:  /s/ Ronald P. Rusinak
                              Name:     Ronald P. Rusinak
                              Title:    Vice President

                                    EXHIBIT A
                                        
                                        
                                        

1.   Premises (1.1):

     a.   Greater Lewistown Shopping Plaza
          Burnham, PA.

2.   Name and Address of Owner's Representative (7.1):

     Terry L. Stevens
     Pasquerilla Plaza
     Johnstown, PA  15907.

3.   Limit of amount authorized for non-emergency purchases and repairs (2.1(a)
     and (c)):
     
     $50,000.00.

4.   Name of Banks (2.1(g)):

     PNC Bank, N.A.


5.   Management Fees (4.1):

     Owner agrees to pay Agent as compensation for its management services
     hereunder  an  amount equal to 5% of the amounts set forth in Section  4.1.
     Such management fee shall be payable monthly based on the income earned for
     the  categories described in Section 4.1, computed in accordance with GAAP.
     Agent  shall  be  entitled to receive the management fee on  the  pro  rata
     portion of percentage rents received by Owner after the termination of this
     Agreement but applicable to time periods prior to the termination  of  this
     Agreement based upon the actual number of days lapsed divided by 365.
6.   Legal and Tenant Coordination Expenses:

     Owner agrees to pay Agent, to defray in-house legal expenses and tenant
     coordination  expenses (a) with respect to each new lease  and  each  lease
     renewal  of  mall  shops and free-standing buildings (other  than  a  lease
     renewal or extension resulting from the exercise of an option contained  in
     such lease), an amount equal to  the Agent's actual costs of providing such
     services,  limited  however to the annual amount which  is  capitalized  as
     tenant allowance costs under the Owner's customary accounting practices  as
     Agent and Owner shall mutually agree and as recorded in the Owner's audited
     annual financial statements.  Such fees shall be payable monthly in arrears
     using  estimated fees per square foot, based on the estimated  annual  fee;
     the  monthly  estimated  fees shall be adjusted to a  final  actual  amount
     within  90  days after the Owner's fiscal year end.  Agent and Owner  shall
     use  their  best  efforts to estimate the monthly fee per square  foot  and
     shall  adjust  the amount periodically during the year as  mutually  agreed
     upon.

7.   Leasing and Land Sale Fees:

     (i)  Leasing Commission:

          Agent shall be entitled to commissions for leases secured, in addition
     to other fees and compensation provided in this Agreement,  equal to  the
     Agent's  actual  costs of providing leasing services related  to  permanent
     leases  (those with an initial term in excess of one year), limited however
     to  the  aggregate  amount which is capitalized as lease acquisition  costs
     under  the Owner's customary accounting practices as Agent and Owner  shall
     mutually  agree  and  as recorded in the Owner's audited  annual  financial
     statements.  Such fees shall be payable monthly in arrears using  estimated
     fees  per  square  foot,  based on the estimated annual  fee;  the  monthly
     estimated  fees shall be adjusted to a final actual amount within  90  days
     after  the  Owner's fiscal year end.  Agent and Owner shall use their  best
     efforts  to  estimate the monthly fee per square foot and shall adjust  the
     amount periodically during the year as mutually agreed upon.

          (ii) Brokerage Commissions:

            Owner  and  Agent  acknowledge  that  some  leasing  and  land  sale
     transactions will involve the use of an independent real estate  broker  or
     real estate sales agent, who will be paid a commission for introducing  and
     bringing  a  prospective tenant or purchaser to the  Premises.   Agent  may
     utilize  brokers in connection with carrying out its leasing and land  sale
     activities,  and  shall  be  reimbursed by Owner  for  the  cost  of  those
     Brokerage Commissions in the following circumstances:

          (a)  Agent was required to recognize the broker or sales agent as the
               representative of the prospective tenant or purchaser and was not
               allowed or permitted the opportunity to contact or negotiate with
               the tenant or purchaser except through the broker or sales agent,
               and this fact was disclosed to Owner.

          (b)  Agent disclosed to Owner the existence of the broker or sales
               agent  and the brokerage fee at the time the proposed leasing  or
               land sale  transaction was submitted to Owner for approval.
               
Except  as provided in (a) and (b) above, Agent shall assume the sole  cost  and
responsibility for broker commissions.

     (iii)     Land Sale Commission:

           For services provided pursuant to Section 2.7(e), Owner shall pay the
     Agent  a  sales commission equal to fifteen percent (15%) of  the  adjusted
     sales  price ("Sales Commission"), as compensation for overhead  associated
     with  the  services  of certain employees of Agent.  For  purposes  of  the
     foregoing  "adjusted sales price" shall mean the gross proceeds payable  to
     Owner  less  reasonable and necessary development costs paid  by  Owner  in
     connection with the transfer.  One-half (1/2) of the Sales Commission shall
     be  due  and  payable to Agent at the time a mutually binding Agreement  of
     Sale  with  respect  to  any  Sale Property  is  fully-executed,  with  the
     computation  of  such amount being based on the gross proceeds  payable  to
     Owner.   The balance of the Sales Commission shall be paid to Agent at  the
     time of closing of any such sale.

     8.   Excluded Services:

     Notwithstanding anything to the contrary contained herein, the parties
     acknowledge  that it is not within the contemplation of this  Agreement  or
     the  fee structure included herein that the Agent perform any services with
     respect  to the following:  any "due diligence" or similar efforts relating
     to  any  financing,  refinancing or sale or disposition  of  the  Premises;
     zoning  compliance  of  the Premises; performing or supervising  (including
     tenant   room  build-outs  or  remodeling)  any  extensive  alteration   or
     renovation to the Premises; asbestos and/or other environmental studies and
     any  related  abatement or remediation activities for any tenant  premises,
     site  acquisitions of additional ground for the expansion of the  Premises;
     reconstruction  after  casualty or condemnation;  leasing,  management,  or
     construction  relating  to  any proposed or implemented  expansion  of  the
     Premises  or work generally classified as "development" work in  connection
     with  the  same; renewals or renegation of leases or other agreements  with
     department  stores  if  such  involves substantial  changes  from  existing
     documents  (including,  without  limitation,  negotiation  of  new  leases,
     renewal  leases,  operating  covenants,  renovation  provisions,  expansion
     rights,  and like matters); or replacement of department stores  tenancies.
     Owner  shall  reimburse Agent for all such services rendered equal  to  the
     Agent's  actual  costs of providing such services, limited however  to  the
     annual  amount  which  is capitalized as tenant allowance  or  construction
     costs  under the Owner's customary accounting practices as Agent and  Owner
     shall  mutually  agree  and  as  recorded in  the  Owner's  audited  annual
     financial statements.  Such fees shall be payable monthly in arrears  using
     estimated  based  on the estimated annual fee; the monthly  estimated  fees
     shall be adjusted to a final actual amount within 90 days after the Owner's
     fiscal  year end.  Agent and Owner shall use their best efforts to estimate
     the  monthly fees and shall adjust the amount periodically during the  year
     as mutually agreed upon.

9.   Other Requested Services:

     If  Owner  requests  Agent  to provide its own  personnel  for  non-routine
     services which  Agent  is not obligated elsewhere in this Agreement to 
     perform  the compensation  for which is not provided for hereinabove,
     unless  Owner  and Agent  otherwise agree to an acceptable fee for such
     services, Owner  shall pay  Agent an amount equal to two and one-half
     times the actual  base cost  of  Agent's departmental personnel, as
     computed by Agent,  for  their time involved in performing such requested
     services, plus reimbursement for any  out-of-pocket  costs  incurred
     incident to furnishing  such  requested services.   Owner  and Agent shall
     agree in advance as to the  hourly  base cost  to  be  applicable for the
     specific services to  be  provided.   Such  amount  or amounts shall be
     payable to Agent  monthly within ten (10)  days after  Owner's receipt
     of Agent's statement setting for the amount  payable to Agent.
                      
                                    EXHIBIT B
                                        
INTENTIONALLY OMITTED


                                    EXHIBIT C
                                        
                               Leasing Guidelines
                                        
                                        
                                        
                                        
      Agent  shall  use a form or forms of lease; or with respect  to  temporary
tenants  and/or  short term promotional activities, a form or forms  of  license
agreement,   which have been prepared and submitted to Owner for  Owner's  prior
review and approval.  Agent will negotiate and make modifications to such  forms
as  directed by Owner, or as necessary or appropriate with respect to the  needs
of the particular transactions, utilizing methods and techniques consistent with
prevailing practices employed in management and leasing of shopping centers.

      For  all  agreements, excepting license agreements for  temporary  tenants
and/or  for  short  term  promotion activities,  all   essential  financial  and
business  terms and provisions of the lease or agreement, including construction
and  improvements  of  the leasehold, shall be presented for  Owner's  approval.
Tenant-signed  leases presented by Agent for Owner's review and execution  shall
be  consistent with such terms and conditions previously approved by  Owner,  or
with  such deviations or modifications identified for Owner's review.  Execution
of  tenant-signed leases that are presented by Agent for Owner's signature  will
acknowledge Owner's approval of the lease, its form, its terms and provisions.

      No  lease or other agreement shall be entered into, modified, canceled  or
extended  if  the  consent of any mortgagee or ground lessor is required  unless
such  consent  has  been  obtained.  Agent will notify  Owner  when  consent  is
required.



EXHIBIT 10.5 (k)

                        REAL ESTATE MANAGEMENT AGREEMENT
                                        
                                        
      THIS  AGREEMENT, made as of 13th day of May, 1998,  between CROWN AMERICAN
ACQUISITION ASSOCIATES II, L.P., a Pennsylvania limited partnership, having its
principal address at Pasquerilla Plaza, Johnstown, Pennsylvania 15907 ("Owner"),
and  CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership, having its
principal   address   at  Pasquerilla  Plaza,  Johnstown,  Pennsylvania    15907
("Agent").

                               W I T N E S S E T H
                                        
     In consideration of the mutual Covenants herein contained, and intending to
be legally bound, the parties hereto agree as follows:

                                    ARTICLE I
                                        
                       APPOINTMENT AND AUTHORITY OF AGENT
                                        
     1.1  Owner owns leasehold interests in certain retail properties identified
on  Exhibit  A  attached hereto and made a part hereof (the "Premises").   Owner
hereby  appoints  Agent  as the exclusive managing and  renting  agent  for  the
Premises,  and hereby authorizes Agent to exercise such powers with  respect  to
the  Premises  as  may  be necessary for the performance of Agent's  obligations
under Article II, and Agent accepts such appointment on the terms and conditions
hereinafter set forth for the term as provided in Article V.  Agent  shall  have
no right or authority, express or implied, to commit or otherwise obligate Owner
in  any manner whatsoever except to the extent specifically provided herein  and
agrees that it shall not hold itself out as having authority to act on behalf of
Owner  in any manner which is beyond the scope of authority granted to Agent  in
this Agreement.

                                   ARTICLE II
                                        
                               AGENT'S AGREEEMENT
                                        
      2.1   Agent,  on  behalf  of  Owner,  shall  implement,  or  cause  to  be
implemented,  the  decisions of Owner and shall conduct the ordinary  and  usual
business affairs of Owner with respect to the management, operation and  leasing
of the Premises as provided in this Agreement.  Agent shall at all times conform
to  the  policies  and programs established by Owner and the  scope  of  Agent's
authority  shall be limited to said policies.  Agent shall act  in  a  fiduciary
capacity with respect to the cash and cash equivalent assets of Owner which  are
within  the custody or control of Agent.  Agent shall deal at arm's length  with
all  parties  and shall serve Owner's interests at all times.  All  undertakings
incurred by Agent on behalf of Owner in accordance with this Agreement shall  be
at  the  cost and expense of Owner unless otherwise provided for herein.   Agent
agrees  to use its best efforts in the management and operation of the Premises.
Agent  shall perform the following duties in connection with the management  and
operation of the Premises:

           (a)   Contract,  for  periods not longer than  the  term  of  Owner's
leasehold  estate,  in the name of Owner, for gas, electricity, water  and  such
other  services  as  are  currently being furnished to  the  Premises.   Service
contracts shall be written to include a provision allowing termination by  Owner
upon  30 days' notice wherever possible.  All service contracts, including those
in  effect  at the date hereof in respect of the Premises, including  the  terms
thereof (with cancellation right, if any), the services provided thereunder  and
the charges called for thereby, should be detailed in the annual budget package.
No  such contract, other than for utilities, including water, which involves  an
expenditure  in  excess  of the amount set forth in paragraph  3  of  Exhibit  A
attached  hereto  shall hereinafter be entered into by Agent without  the  prior
approval of Owner.  Agent shall also perform the obligations of the Owner  under
any utility service agreement and any reciprocal easement agreements.

           (b)   Select,  employ,  pay,  supervise,  direct  and  discharge  all
employees  necessary for the proper, safe and economic operation and maintenance
of  the  Premises, in number and at wages in accordance with industry  practices
and the annual budget, carry Worker's Compensation Insurance (and, when required
by   law,  compulsory  Non-Occupational  Disability  Insurance)  covering   such
employees,  and use reasonable care in the selection, discharge, and supervision
of  such  employees.   Agent  will keep bi-weekly time  sheets  which  shall  be
available for inspection by Owner.  Agent shall prepare or cause to be  prepared
and  timely  filed  and  paid,  all necessary returns,  forms  and  payments  in
connection  with  unemployment insurance, medical and life  insurance  policies,
pensions, withholding and social security taxes and all other taxes relating  to
said employees which are imposed on employees by any federal, state or municipal
authority.   Agent  shall also provide usual management services  in  connection
with  labor relations and shall prepare, maintain and file all necessary reports
with  respect to the Fair Labor Standards Act and all other required  statements
and  reports pertaining to employees at the Premises.  Agent shall use its  best
efforts  to  comply  with  all laws and regulations  and  collective  bargaining
agreements,  if any, affecting such employment.  Owner shall have the  right  to
review  and  approve  all  collective bargaining  agreements  which  affect  the
Premises  prior to their implementation or acceptance by Agent.  Agent  will  be
and  will  continue  throughout  the term of  this  Agreement  to  be  an  equal
opportunity employer.  All persons employed in connection with the operation and
maintenance  of  the  Premises  shall be employees  of  Agent  or  employees  of
contractors approved by Owner to provide contract services to the Premises.

           (c)   Keep  the  Premises  in  a safe, clean,  rentable  and  sightly
condition and make and contract for all repairs, alterations, replacements,  and
installations,  do  all  decorating and landscaping, and purchase  all  supplies
necessary for the proper operation and maintenance of the Premises and  for  the
fulfillment of Owner's obligations under any lease, operating agreement or other
agreement  or  compliance  with  all governmental  and  insurance  requirements,
provided  that, except as provided in Section 2.5 hereof, Agent shall  not  make
any  purchase or do any work, the cost of which shall exceed the approved budget
or  the  amount  set forth in paragraph 3 of Exhibit A attached hereto,  without
obtaining  in each instance the prior approval of Owner, except in circumstances
which Agent shall deem to constitute an emergency requiring immediate action for
the  protection of the Premises or of tenants or other persons or to  avoid  the
suspension  of  necessary services or in order to cure any  violation  or  other
condition  which  would subject Owner or Agent to any criminal  penalty  or  any
civil fine in excess of $5,000.00.  Agent shall notify Owner immediately of  the
necessity for, the nature of, and the cost of, any such emergency repairs or any
action  to cure any such violation or other condition.  Agent shall arrange  for
and  supervise, on behalf of Owner, the performance of all alterations and other
work to prepare or alter space in the Premises for occupancy by tenants thereof.
If  Owner  shall  require,  Agent  shall  submit  a   list  of  contractors  and
subcontractors performing tenant work, repairs, alterations or services  at  the
Premises under Agent's direction.

      It  is understood that Agent shall not be required to undertake the making
or  supervision of extensive reconstruction of the Premises or any part  thereof
except after written agreement by the parties hereto as to any additional fee to
be paid for such services.

      Owner shall receive the benefit of all discounts and rebates obtainable by
Agent  in its operation of the Premises.  When requested by Owner, Agent  agrees
to  obtain competitive bids for the performance of any work at the Premises,  to
furnish  copies  of  such bids to Owner and to accept  such  bid  as  Owner  may
direct.

      If  Agent  desires to contract for repair, construction or  other  service
described in this paragraph (c) (other than work done at the request of a tenant
and  at  the tenant's sole cost and expense, hereinafter referred to as  "Tenant
Work")  with a party with respect to which any partner or shareholder  of  Agent
holds  a  beneficial  interest,  or with any subsidiary,  affiliate  or  related
corporation in which Agent shall have a financial interest, such interest  shall
be  disclosed to, and approved by, Owner before such services are procured.  The
cost   of   any   such   services  shall  likewise  be  at  competitive   rates,
notwithstanding that tenants of the Premises may be required to pay such  costs.
Agent,  or  a  general  contractor working under the  supervision  of  Agent  is
authorized  to make and install Tenant Work, Agent may collect from such  tenant
or  such  general  contractor, for its sole account, its charge for  supervisory
overhead  on  all  such Tenant Work.  Agent shall hold Owner harmless  from  any
claims  which may be advanced by any such tenant in connection with Tenant  Work
performed  by  Agent  or under Agent's supervision.  Agent, however,  shall  not
require   any  tenant  to  use  Agent,  its  subsidiary,  affiliate  or  related
corporation as its general contractor to perform such Tenant Work.

           (d)  Handle promptly complaints and requests from tenants and parties
to  reciprocal easement and/or operating agreements, notify Owner of  any  major
complaint  made by any such tenant or party and notify owner promptly  (together
with  copies  of  supporting documentation) of: the receipt  of  any  notice  of
violation of any governmental requirements; any known orders or requirements  of
insurers, insurance rating organizations, Board of Fire Underwriters or  similar
bodies; any known defect in the Premises; any known fire or other damage to  the
Premises,  and, in the case of any serious fire or other serious damage  to  the
Premises,  Agent  also  shall immediately provide telephone  notice  thereof  to
Owner's  General Insurance Office, so that an insurance adjuster  can  view  the
damage  before  repairs  are  started, and complete customary  loss  reports  in
connection with fire or other damage to the Premises.

           (e)   Notify  Owner's General Liability Insurance carrier  and  Owner
promptly  of any personal injury or property damage known to Agent occurring  to
or  claimed by any tenant or third party on or with respect to the Premises  and
promptly  forward  to  the  carrier, completed  insurance  forms,  any  summons,
subpoena,  or other like legal document served upon Agent relating to actual  or
alleged  potential liability of Owner, Agent, or the Premises,  with  copies  to
Owner of all such doucments.

           (f)  Advise Owner of those exceptions in leases, operating agreements
and  other agreements executed on or after the date hereof in which the  tenants
or  parties to such agreements do not agree to hold Owner harmless with  respect
to liability from any accidents.

           (g)   At  the option of Owner, or as otherwise provided in  the  Loan
Documents, as hereinafter defined, receive and collect rent and all other monies
payable  to Owner by all tenants and licensees in the Premises and by all  other
parties  including department stores under ground leases and reciprocal easement
agreements  and  tenants  under  leases  of  free-standing  stores.    In   this
connection,  Agent shall calculate all amounts due to Owner from  such  tenants,
licensees  and  other  parties, including annual or periodic  adjustments  where
applicable, and shall, when appropriate, submit statements or invoices  to  such
tenants,  licensees and parties.  Agent shall deposit the same promptly  in  the
bank  named  on Exhibit A attached hereto (the "Bank") in an account with  title
including  a distinctive portion of Agent's name and such designation  as  Owner
may  direct  (the  "Bank Account"), which account shall be used exclusively  for
such  funds.   Owner's representative will be a signatory on all  bank  accounts
maintained by Agent and such representative's signature shall be required on all
checks  in excess of $50,000 and for withdrawals in excess of $1,000,000 in  any
month.   All  amounts received by Agent for or on behalf of Owner shall  be  and
remain  the property of Owner.  Checks may be drawn on the above-mentioned  bank
account only for purposes authorized under this Agreement.  No funds of Agent or
others  shall be commingled with funds in any such bank account.  Owner has  the
right to control the types of cash management accounts and dictate the specifics
of said accounts with respect to disbursement and management of funds.

          (h)  Serve notice of default upon tenants of space in the Premises and
other parties which are in default in performing obligations under their leases,
reciprocal   easement  agreements  or  other  agreements,   with   copies   sent
simultaneously to Owner, and attempt to cause such defaults to be cured  by  the
defaulting tenant or other party.  Agent shall, subject to Owner's consent  with
respect  to  any  tenant  who occupies more than 1,000  square  feet,  utilizing
counsel  theretofore approved by Owner, institute all necessary legal action  or
proceedings for the collection of rent or other income from the Premises or  the
ousting  or  dispossessing of tenants or other persons therefrom and  all  other
matters  requiring  legal attention.  Agent agrees to use its  best  efforts  to
collect  rent  and other charges from tenants in a timely manner and  to  pursue
Owner's legal remedies for nonpayment of same.  Agent shall not terminate tenant
leases  in  the Premises without Owner's consent.  Owner reserves the  right  to
designate  or  approve  counsel  and  to control  litigation  of  any  character
affecting or arising out of the operation of the Premises and the settlement  of
such litigation.

           (i)   Bond  Agent and all of Agent's employees who may handle  or  be
responsible  for  monies  or property of Owner with  a  "comprehensive  3-D"  or
"Commercial Blanket" bond, in an amount of $500,000.00.

           (j)   Notify Owner immediately of any known fire, accident  or  other
casualty,  condemnation  proceedings,  rezoning  or  other  governmental  order,
lawsuit or threat thereof involving the Premises; and the receipt of any  notice
of  violations  relative  to the leasing, use, repair  and  maintenance  of  the
Premises  under  governmental  laws,  rules,  regulations,  ordinances  or  like
provisions.

           (k)   If  Owner  so directs, make timely payment of real  estate  and
personal  property taxes and assessments levied or assessed against the Premises
or  personal property used in connection therewith and any other charge that may
become a lien against the Premises.  Owner may direct that payment of such taxes
and  assessments either be made to the taxing authority or to  a mortgage lender
holding  an  escrow account for such items.  Agent shall participate in  Owner's
tax review program and check tax assessments and, when so requested, Agent shall
assist  Owner in its efforts to reduce such taxes.  Agent shall promptly furnish
Owner with copies of all assessment notices and receipt tax bills.

           (l)   Promptly comply with  all present and future laws,  ordinances,
orders,  rules,  regulations and requirements of all Federal,  state  and  local
governments, courts, departments, commissions, boards and offices, any  national
or  local  Board  of  Fire  Underwriters or Insurance  Services  offices  having
jurisdiction, or any other body exercising functions similar to those of any  of
the foregoing ("Legal Requirements") which may be applicable to the Premises  or
any  part  thereof  or  to  the leasing, use, repair, operation  and  management
thereof,  but only to the extent that such compliance is reasonably  capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from  collections or advances by Owner.  Agent shall give prompt notice to Owner
of  any  known violation or the receipt of notice of alleged violation  of  such
laws and Agent shall not bear responsibility for failure of the Premises or  the
operation  thereof  to comply with such laws unless Agent  has  committed  gross
negligence  or  a willful act of omission in the performance of its  obligations
under this Agreement or in the performance of any other duties owed to Owner  or
third parties by Agent.  As and when directed by Owner, Agent shall institute in
its  name,  or in the name of Owner using counsel selected by Owner, appropriate
actions  or  proceedings to contest any such law, ordinance,  rule,  regulation,
order, determination or requirement.

          (m)  Promote the Premises and participate as Owner's representative in
any  Merchant's  Associations  or Promotional Organizations  (collectively,  the
"Promotional Organizations") established to promote the Premises.

           (n)   Consent to and approve tenant alteration work and installations
which are performed by tenants of space in the Premises and are provided for  in
the  leases  of  such  tenants and are within such  tenant's  space.   Agent  is
authorized to approve tenant alteration work and installations not provided  for
in  leases if (i) such alteration work and installations are made solely at  the
expense  of the tenant, and (ii) such alteration work and installations  do  not
affect  the  structural  integrity  or facade  of  any  building.   Agent  shall
periodically   monitor  the  progress  of  any  tenant   alteration   work   and
installations  to confirm that the work is being done in a good and  workmanlike
manner  and in substantial conformity with any plans and specifications approved
by  Owner  or  Agent,  and  shall notify Owner of any material  deficiencies  or
material variations from the approved plans and specifications.

           (o)   Provide, upon Owner's request in accordance with the provisions
of  Section 10 and Section 11 of Exhibit A, general contracting and construction
management services ("Development Services") and consultation to Owner  for  the
Premises,  which shall include, without limitation, the management,  supervision
and  administration  of,  and provisions for services  for  the  improvement  or
expansion  (and  in the event of damage or condemnation, the reconstruction)  of
the  Premises, including advice, expertise and support of Agent provided  and/or
retained  and/or  coordinated  by home office and on-site  personnel  including,
without  limitation,  executive  personnel, design  and  engineering  personnel,
clerical personnel, legal and accounting personnel.  Such personnel will perform
consultation and various functions involved with Development Services including,
without   limitation,   the   following:    design,   planning,   architectural,
engineering,  acquisition and negotiation, negotiations with  department  stores
for  site  acquisition  and  operation in the Premises;  permits  and  licenses;
preopening  advertising and publicity; market research, site work;  negotiations
with  public authorities; attendance at public hearings; project management  and
all  other  activities  necessary to accomplish the  improvement,  expansion  or
reconstruction of the Premises.  It is understood that Development Services  and
consultation  with Owner may or may not involve Agent's in-house  personnel;  by
mutual agreement of Agent and Owner, outside professionals or other persons  may
be engaged to provide Development Services and consultation with Owner, provided
that  Agent agrees to require any contractor or subcontractor brought  onto  the
Premises to have workers' compensation and employers' liability insurance in the
necessity statutory amounts and comprehensive general liability insurance for at
least $1,000,000.00.

           (p)  If Owner so directs, pay when due (i) all debt service and other
amounts  due under any mortgages that encumber the Premises or any part thereof,
and  (ii)  all  rent and other charges payable under any ground  lease  of  land
included  in the Premises under which Owner is the tenant and give Owner  notice
of the making of each payment.

          (q)  Carry out and comply with, directly or through a third party, all
requirements  on the part of Owner under all such mortgages and  ground  leases,
all  leases of space in the Premises, all ground leases and reciprocal  easement
agreements with department stores and all other agreements affecting or relating
to  the  Premises  which  are known or made known to Agent,  including,  without
limitation, the furnishing of all services and utilities called for therein, but
only to the extent that such requirements are at the time reasonably capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from collections or advances by Owner, provided that Agent shall promptly notify
Owner  if  Agent  cannot  carry out such requirement or has  insufficient  funds
available to do so.  Agent shall notify Owner promptly of any default under  any
such  mortgage, lease, ground lease, reciprocal easement or other  agreement  on
the  part  of  Owner, the tenant or other party thereto of which  agent  becomes
aware.

          (r)  Use reasonable efforts to comply with and require compliance with
the  requirements of leases of space in the Premises, ground leases,  reciprocal
easement  agreements  and  all other agreements affecting  or  relating  to  the
Premises  which  are  known  or made known to Agent  on  the  part  of  Tenants,
department  stores  and other parties thereto and enforce  compliance  with  the
rules and regulations, sign criteria and like standards for the Premises adopted
by Owner from time to time.

           (s)  Upon request, furnish Owner with an executed copy of each lease,
lease  renewal,  lease amendment, service contract and other  agreement  entered
into  on  or  after the date of this Agreement in connection with the operation,
management  and  leasing of the Premises, and use reasonable efforts  to  secure
from  tenants  and  parties to reciprocal easement agreements,  and  furnish  to
Owner,  any  certificates  of  insurance and renewals  thereof  required  to  be
furnished by the terms of their leases or agreements.  All such executed  copies
of  leases  shall  be maintained in Agent's main office, with  additional  lease
copies  together  with  insurance certificates also maintained  at  the  Agent's
office at the relevant property, if any such office exists.

           (t)  Inspect the Premises periodically and submit reports of findings
and   recommendations   to  Owner  which  shall  include,  without   limitation,
recommendations  as  to  required repairs, replacements or  maintenance.   Agent
shall keep and submit annual written reports of all material alterations made to
the Premises, no matter by whom effected.

           (u)   Erect barriers or chains for the purpose of blocking access  to
the  common  areas of and buildings included in the Premises as  local  law  may
require,  or, as directed in writing by owner, in order to avoid the  dedication
of  the  same for public use and furnish appropriate evidence of same  to Owner.
Agent  shall give any advance notice of the erection of such barriers or  chains
which may be required under reciprocal easement agreements or ground leases with
department stores.

          (v)  Use its reasonable efforts to obtain from tenants of the Premises
and  department  stores which are parties to reciprocal easement  agreements  or
ground  leases  waivers of their insurers' rights of subrogation in  respect  to
policies  of  fire  and  extended coverage and other property  damage  insurance
carried by them in favor of Owner, Agent and any department store or tenant  for
which Owner is obligated to attempt to obtain such waivers under a ground lease,
reciprocal easement agreement or space lease.

          (w)  Assist owner in preparing any statements required to be submitted
by  Owner  under  the  terms  of mortgages, ground leases,  reciprocal  easement
agreements and leases.

            (x)   Perform  its  duties  in  renting,  managing,  operating   and
maintaining  the  Premises  applying prudent and reasonable  business  practices
which are consistent with those followed in respect of the Premises prior to the
date  of  this  Agreement, using reasonable care and diligence in  carrying  out
properly and efficiently its responsibilities under this Agreement.  Agent shall
maintain  those portions of the common areas of the Premises which  are  Owners'
obligation to maintain in a clean, safe and attractive condition, use reasonable
efforts  to  enforce  the  provisions of applicable leases,  ground  leases  and
reciprocal easement agreements so as to cause tenants and department  stores  to
maintain their premises and common areas, if any, in similar condition,  arrange
for  necessary security for the Premises and their common areas and arrange  for
cleaning  and  snow removal for the parking areas and roadways of the  Premises.
Agent shall recommend to Owner from time to time such procedures with respect to
the  Premises  as Agent may deem advisable for the more efficient  and  economic
management and operation thereof.

           (y)  Where leasing guidelines or any Legal Requirement (as defined in
paragraph  2.1  (m)  hereof)  now or hereafter in  effect  require  that  tenant
security  deposits be maintained, a separate interest-bearing account  for  such
security deposits (the "Security Deposit Account") shall be opened by Agent at a
bank approved by Owner.  The Security Deposit Account shall be maintained in the
name of Agent in accordance with the relevant lease or Legal Requirement, as the
case  may  be,  and shall be used only for tenant security deposits.   The  bank
shall  be  informed that the funds in the Security Deposit Account are  held  in
trust  for  Owner.   Agent  shall have the authority to  remit  to  tenants  any
interest  to  which they are entitled on their security deposit,  in  accordance
with  their leases or any Legal Requirement, but Agent shall obtain the  written
approval  of  Owner prior to the return of such deposits or any  other  security
(including  letters  of  credit) to any tenant when the amount,  in  any  single
instance, exceed $50,000.00.

     Owner recognizes and understands that Environmental Service (as hereinafter
defined)  are  not actions or services that Agent is required to  perform  under
this Agreement and Owner further recognizes and understands that Agent is not  a
consultant  or a contractor that performs Environmental Services.  Upon  Owner's
request, Agent agrees to obtain and coordinate for and on behalf of Owner,  such
Environmental  Services as Owner may request or require.  Owner shall  reimburse
Agent  for its administrative costs in connection with the coordination of  such
Environmental Services as provided in Exhibit A, paragraph 11 of the  Agreement.
In  addition, Owner shall reimburse Agent for the costs of outside professionals
retained  to perform Environmental Services.  Environmental Services is  defined
to  be  those  acts  or actions involving the presence use,  exposure,  removal,
restoration, or introduction of Hazardous materials (as hereinafter defined) and
the investigation of and compliance with any and all applicable rules, laws,  or
regulations  of  local,  state or federal authorities which  apply  or  regulate
Hazardous  Materials.  Hazardous Materials means any hazardous, radioactive,  or
toxic  substance,  material or waste listed in the United States  Department  of
Transportation  Hazardous  Materials Table; or by the  Environmental  Protection
Agency  as  hazardous substances; or such substances, materials and waste  which
are  or  become regulated under applicable local, state or federal law including
materials which are petroleum products, asbestos, polychlorinated biphenyls,  or
designated  as  hazardous  substances under the  Clean  Water  Act;  or  defined
hazardous waste under the Resource Conservation and Recovery Act; or defined  as
hazardous   substances   under   the   Comprehensive   Environmental   Response,
Compensation and Inability Act.

      2.2   Agent agrees, on behalf of Owner and at Owner's expense, to  procure
and  continue  to maintain in force a comprehensive general liability  insurance
policy  or polices with respect to the Premises.  Such policy or policies  shall
provide  for  coverage in the amount and with such insurers as are  required  of
Owner  under  the  Loan Documents (as defined in that certain  Credit  Agreement
dated  as of November 17,1997, by and between Owner, Agent, and other borrowers,
signatories thereto, as Borrowers, and General Electric Capital Corporation,  as
Lender,  as  may  be  amended, changed or modified  from  time  to  time,  "Loan
Documents"),   but   in   any  event,  not  less  than   ten   million   dollars
($10,000,000.00) combined single limit coverage per occurrence for bodily injury
and  property  damage.   The  polices  shall include  coverage  for  contractual
liabilities assumed with respect to the Premises, including, but not limited to,
the obligations created by the indemnity set forth in Section 3.3 hereof as used
in this Agreement.

      Further, at all times during the term of this Agreement, Agent shall  keep
or  cause  to  be kept insured, at Owner's cost and expense, all  buildings  and
improvements  on  the Premises against loss or damage by fire, windstorm,  hail,
explosion,  damage from aircraft and vehicles and smoke damage, and  such  other
risks  as are from time to time included in "extended coverage" endorsements  in
an amount sufficient to replace said improvements.

      All  insurance  provided for in this Section 2.2 shall be  effected  under
valid  and  enforceable polices issued by insurers of recognized  responsibility
and  shall provide respectively, for the waiver of all rights of subrogation  by
Owner  or  parties  claiming through Owner against  Agent  and  its  agents  and
employees.   Owner and Agent hereby waive all rights of recovery as against  the
other  party hereto arising from loss or damage caused by the perils  enumerated
in  this  Section 2.2 and agree that any policies obtained with respect to  such
perils  shall be endorsed accordingly, if such endorsements are available.   Any
insurance  required to be maintained hereunder may be taken out under a  blanket
insurance  policy  or  polices covering other properties of  the  insured.   Any
policy required by this Section 2.2 shall provide that such policy shall not  be
canceled without at least thirty (30) days' prior notice to Owner and Agent and,
in  any  event,  shall  provide that all parties insured thereby  shall  receive
notice  no  less  than fifteen (15) days prior to the expiration  dates  of  the
expiring policies.

      2.3  Agent agrees to render monthly reports relating to the management and
operation  of  the  Premises for the preceding calendar month on or  before  the
twenty-fifth  (25th) day of each month in form as Owner and Agent will  mutually
agree.  Agent agrees that Owner shall have the right to require the transfer  to
Owner at any time of any funds in the Bank Account considered by Owner to be  in
excess  of an amount reasonably required by Agent for disbursement in connection
with  the Premises.  Agent agrees to keep records with respect to the management
and  operation  of  the Premises as prescribed by owner,  and  to  retain  those
records  for periods specified by Owner.  Owner shall have the right to  inspect
such  records  and  audit the reports required by this Section  during  business
hours  for  the  life of this Agreement and thereafter during  the  period  such
records are to be retained pursuant to this Section.  In addition, Agent  agrees
that  such records may be examined from time to time during the period aforesaid
by  any  of  the supervisory or regulatory authorities having jurisdiction  over
Owner.

      2.4   Agent  shall  ensure  such  control over  accounting  and  financial
transactions  as is reasonably required to protect Owner's assets from  loss  or
diminution due to gross negligence or willful misconduct on the part of  Agent's
associates  or  employees.   Losses  caused  by  gross  negligence  or   willful
misconduct shall be borne by Agent.

      2.5   Agent shall establish and prepare, in the form authorized by  Owner,
with  such additional changes as may be reasonably requested by Owner, operating
and  capital  improvement  budgets  for the  promotion,  operation,  repair  and
maintenance  of  the  Premises for each calendar year.   Preliminary  and  final
budgets will be due 45 and 30 days, respectively, prior to commencement  of  the
calendar year to which they relate.  Such budgets shall be prepared on  both  an
accrual  basis  showing a month-by-month projection of income and  expenses  and
capital  expenditures.  At least 30 days prior to the end of  each  year,  Agent
shall  meet  with  Owner to review such budgets for the subsequent  year.   Upon
receiving Owner's approval, Agent shall use its best efforts to comply with such
final budgets.

           (a)   Agent  shall  meet  with Owner on a  regular  basis,  not  less
frequently  than semi-annually and otherwise upon reasonable call by  Owner,  to
review the operations of the Premises, to review and, if appropriate, revise  in
light  of actual experience the annual operating and capital improvement budgets
theretofore  approved  by Owner and to consider other matters  which  Owner  may
raise.

           (b)   Upon approval of the operating budget by Owner, and unless  and
until  revoked or revised by Owner, Agent shall have the right, without  further
consent  or approval by Owner to incur and pay the operating expenses set  forth
in the approved operating budget, subject to paragraph 2.1(g) above.

          (c)  At the request of Owner from time to time Agent shall prepare and
submit to Owner (i) operating projections for the Premises for the ensuing  five
(5)  years, such projections to be made on a year-by-year basis and to be  based
on  Agent's  best  judgment  as to the future, taking into  consideration  known
circumstances  and circumstances Agent can reasonably anticipate are  likely  to
occur, and (ii) a schedule in reasonable detail of capital improvements, repairs
and  replacements  not  provided for in the current capital  improvement  budget
which  Agent  reasonably anticipates will be required or should be made  in  the
foreseeable future, with Agent's opinion as to the relative priority and cost of
each thereof.

      2.6   Agent shall also participate in Owner's property review programs  to
the  extent  requested by Owner.  Such review shall include  asset,  investment,
financial  and  strategy profiles in form satisfactory to  Owner.   Agent  shall
respond,  within  10  days, to Owner's management evaluation reports  concerning
actions  to be taken by Agent to correct or modify its management standards  for
the  operations,  leasing or financial services provided for the  Premises.   If
Owner shall request that Agent's home office or regional office personnel travel
to  the  Premises to participate in Owner's property review programs or for  any
other reason (unless such reason is for normal supervision), the reasonable cost
of  meals, travel and hotel accommodations expenses incurred by such home office
personnel in connection with such travel shall be reimbursed to Agent by  Owner.
Agent  shall,  however, bear the full cost and expenses  incurred  by  its  home
office  or  regional  office personnel in connection with their  travel  to  the
Premises  to  the  extent such travel is required by the Agent  for  the  normal
supervision of the management and leasing of the Premises.

      2.7   Agent  agrees to use its best efforts to have all space  within  the
Premises  rented  to desirable tenants, satisfactory to Owner,  considering  the
nature of the Premises, and in connection therewith:

           (a)   To  negotiate, as the exclusive agent of Owner, all leases  and
renewals  of  leases  at  the  appropriate time, it being  understood  that  all
inquiries to Owner with respect to leasing any portion of the Premises shall  be
referred  to  Agent.  Except for license agreements for temporary  tenants,  all
leases  and renewals for lease terms in excess of one (1) year must be  prepared
in accordance with Exhibit C by Agent and in accordance with the annual approved
budget and be submitted to Owner's representative for execution by Owner.  Agent
is authorized to negotiate and execute license agreements prepared in accordance
with  Exhibit C for temporary tenants and/or short term promotional  activities.
If Agent shall receive a prospective tenant reference from a property other than
the  Premises, which Agent or any subsidiary or affiliate manages,  Agent  shall
promptly  declare its potential conflict of interest to Owner  and  Owner  shall
determine  if  negotiations with such prospective tenant shall be undertaken  by
Agent,  Owner,  or a third party approved by Owner.  References  of  prospective
tenants,  as  well  as  their varying use requirements,  shall  be  investigated
carefully  by  Agent.   Agent also is authorized to  negotiate  and  execute  on
Owner's behalf lease amendments which:  (i) change a Tenant's commencement  date
by  sixty (60) days or less (or for such longer period as is approved by Owner);
(ii)  change  a  Tenant's permitted use by allowing the sale of such  additional
items  as  are  reasonably related to the Tenant's primary  and  principal  use,
provided Agent has no reason to know of any lease at the center prohibiting such
use;  (iii)  change  a  tenant's  marketing  charge  or  promotional  charge  or
advertising obligation.

      Owner acknowledges and understands that Agent manages properties for third
parties.   Owner further acknowledges and understands that Agent  routinely  and
customarily  negotiates tenant leases from multiple locations involving  two  or
more  properties (one or more of which may be the Premises and one  or  more  of
which  may  be  properties owned by Agent or by others).   Agent  conducts  such
multiple  location negotiations in good faith for the benefit and  interests  of
Owner  and  other property owners, including Agent.  Agent shall be entitled  to
assume  that such leasing practices are approved and acceptable to Owner, unless
and until Owner specifically disapproves the practice and so notifies Agent.

           (b)   With  Owner's  prior  approval, to advertise  the  Premises  or
portions thereat for rent, by means of periodicals, signs, plans, brochures  and
other means appropriate to the Premises.  Owner acknowledges and agrees that the
Premises may be included in brochures or other advertising media of Agent, which
may include other properties being offered for lease by Agent.

           (c)   In  no event shall Agent engage or utilize the services  of  an
outside  broker  in  connection  with any lease without  Owner's  prior  written
consent.  In any case in which Owner requests or gives such consent, Agent shall
cause  such  broker  to  enter into a written agreement  with  Owner,  on  terms
reasonably  satisfactory to Owner, with respect to such broker's commission  and
Owner  shall be responsible for the payment of such commission pursuant  to  the
terms of said agreement.

           (d)  Agent will, in each instance, negotiate for the inclusion in all
leases entered into by Owner of a provision to the effect that recourse on  such
obligation  shall  be  had only against the property to  which  such  obligation
relates  and  no  recourse shall be sought against Owner  or  any  other  person
holding, directly or indirectly, a beneficial interest in the property.

           (e)   Agent will, upon the request of Owner, undertake to find buyers
for  the  sale of any of the Owner's outparcels, peripheral land or  such  other
real  estate  situate upon the Premises, ("Sale Property"), and, in addition  to
any  other compensation provided to be paid to Agent under this Agreement, Owner
agrees to pay to Agent as compensation for its services hereunder, a fee at  the
rate  specified  in  Paragraph  7(iii) of  Exhibit  "A",  attached  hereto.   In
performing its duties hereunder, Agent shall perform the following:

               (i)  Submit to Owner for approval, a pricing schedule on the Sale
Property;

               (ii) Upon request, submit to Owner for approval, contract form(s)
to be used in the sale of the Sale Property;

                (iii)      Upon  request, furnish Owner with  a  written  report
regarding its progress in such sale activities;

                (iv) Negotiate on behalf of Owner, the sale of the subject  Sale
Property; and

               (v)  Provide legal services, limited to:

                    (a)  Preparation of the Purchase and Sale Agreement;
                    (b)  Deed and Easement(s) preparation;
                    (c)  Preparation and submittal to Owner of the Seller's
                           closing statement;
                    (d)  Preparation of closing instructions;
                    (e)  Coordination of title work;
                    (f)  Upon approval of Owner, retain local counsel,
                           whose fees will be reimbursed by Owner; and
                    (g)  Submit to Owner, for final execution, all
                           documents necessary to consummate the
                           transaction.

      Agent shall pursue these duties and obligations with diligence and in  the
best interests of Owner.

     2.8  Agent agrees, for itself and all persons retained or employed by Agent
in  performing its services, to hold in confidence and not to use or disclose to
others  any  confidential  or proprietary information  of  Owner  heretofore  or
hereafter  disclosed to Agent ("Confidential Information"), including,  but  not
limited  to, any data, information plans, programs, processes, costs, operations
or  the names of any tenants which may come within the knowledge of Agent in the
performance  of,  or  as  a result of, its services, except  where  required  by
judicial  or  administrative  order, or where  Owner  specifically  gives  Agent
written  authorization  to  disclose any of the  foregoing  to  others  or  such
disclosure as is required in the direct performance of Agent's duties hereunder.
If  Agent  is  required by a judicial or administrative order  to  disclose  any
Confidential Information, Agent will promptly notify Owner thereof, consult with
Owner  on the advisability of taking steps to resist or narrow such request  and
cooperate  with  Owner in any attempt it may make to obtain an  order  or  other
assurance  that  confidential  treatment will be accorded  to  the  Confidential
Information disclosed.

      2.9   If at any time there shall be insufficient funds available to  Agent
from  collections to pay any obligations of Owner required to be paid under this
Agreement, Agent shall promptly notify Owner and Agent shall not be obligated to
pay such obligations unless Owner furnishes Agent with funds therefor.

      2.10  Agent assumes no responsibility under this Agreement other  than  to
render the services called for hereunder in good faith, and Owner shall make  no
claim  against Agent on account of any alleged errors of judgment made  in  good
faith in connection with Agent's obligations hereunder and with the operation of
the Premises.  Agent shall not be liable to Owner or others except by reason  of
acts  constituting willful misfeasance or gross negligence on the part of Agent,
and  Owner agrees to indemnify, defend and hold harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof)and  employees  from  and
against  all  claims, actions, causes of action, costs and expenses  (including,
but  not  limited to, reasonable attorney's fees) directly or indirectly arising
from  the  claims  of any third party, except only those claims where  liability
arises  from  acts constituting willful misfeasance or gross negligence  on  the
part of Agent.

                                   ARTICLE III
                                        
                               OWNER'S AGREEMENTS
                                        
     3.1  Owner, at its option, may pay directly all taxes, special assessments,
ground  rents,  insurance premiums and mortgage payments.  If Owner  makes  such
election,  Agent shall advise Owner of the due dates of such taxes  assessments,
insurance premiums and mortgage payments.

      3.2   Owner  shall  bear  the cost of all premiums relating  to  insurance
procured  by Agent for Owner pursuant to Section 2.2 hereof.  Owner  shall  look
solely  to  such  insurance for indemnity against any  loss  or  damage  to  the
Premises  and shall obtain waivers of subrogation against the Agent  under  such
policies if available at no additional cost to Owner.

      3.3   Owner  agrees to indemnify and save harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof) and employees  from  and
against  all  claims,  losses and liabilities resulting  from:   (i)  damage  to
property or injury to, or death of, persons from any cause whatsoever when Agent
is  carrying out the provisions of this Agreement or acting under the  direction
of  Owner in or about the Premises; (ii) claims for defamation and false  arrest
when Agent is carrying out the provisions of this Agreement or acting under  the
direction  of  Owner; and (iii) claims occasioned by or in  connection  with  or
arising  out of acts or omissions, other than criminal acts, of the  Agent  when
Agent  is  carrying  out the provisions of this Agreement or  acting  under  the
direction  of  Owner  (except in cases of Agent's willful  misconduct  or  gross
negligence), and to defend or cause to be defended, at no expense  to  Agent  or
such  persons,  any claim, action or proceeding brought against  Agent  or  such
persons  or Agent and Owner, jointly or severally, arising out of the foregoing,
and  to  hold  Agent  and  such  persons harmless from  any  judgment,  loss  or
settlement on account thereof.

       Notwithstanding  the  foregoing,  Owner  shall  not  be  responsible  for
indemnifying or defending Agent or such persons in respect of any matter,  claim
or  liability  in  respect of which Agent is obligated  to  indemnify  Owner  as
provided in the following sentence.  Agent agrees to indemnify and save harmless
Owner  from and against all claims, losses and liabilities resulting from injury
to,  or death of, persons in or about the Premises or for deformation and  false
arrest  in  each  case caused in whole or in part by the willful misfeasance  or
gross  negligence  of Agent, and to defend, at no expense to Owner,  any  claim,
action  or  proceeding  brought against Owner or Owner  and  Agent,  jointly  or
severally,  arising out of the foregoing, and to hold Owner  harmless  from  any
judgments, loss or settlement on account thereof.

       Notwithstanding  the  foregoing,  Agent  shall  not  be  responsible  for
indemnifying  or  defending Owner in respect of any matter, claim  or  liability
which is covered by any public liability insurance policies carried by Owner and
under  which  Agent  is  named  as an additional insured.   The  indemnification
obligations  of  Owner and Agent under this Section 3.3 shall in  each  case  be
conditioned upon (a) prompt notice from the other party after such party  learns
of  any  claim  or basis therefor which is covered by such indemnity,  (b)  such
party's not taking any steps which would bar Owner or Agent, as the case may be,
from  obtaining recovery under applicable insurance policies or would  prejudice
the  defense  of  the  claim in question, and (c) such  party's  taking  of  all
necessary steps which if not taken would result in Owner or Agent, as  the  case
may be, being barred from obtaining recovery under applicable insurance policies
or would prejudice the defense of the claim in question.  The provisions of this
Section 3.3 shall survive the expiration or termination of this Agreement.

      3.4   Owner  shall  provide such office space on the Premises  as  may  be
necessary  for  Agent  to properly perform its functions under  this  Agreement.
Agent shall not be required to pay for utilities, telephone service or rent  for
the  office area on the Premises occupied by Agent.  Agent shall have the  right
to use the fixtures, furniture, furnishings and equipment, if any, which are the
property of Owner in said office space.  Owner shall also provide space  on  the
Premises  for  use as community rooms and information and service centers  where
the  use of such space is determined by Owner to be in the best interest of  the
Premises.   All  income derived from the utilization and/or  operation  of  such
community rooms and/or information or service centers shall belong to the  Owner
and all expenses relating thereto shall be borne by Owner.

      3.5   Except as otherwise provided in this Agreement, everything  done  by
Agent  in  the  performance  of its obligations under  this  Agreement  and  all
expenses  incurred pursuant hereto shall be for and on behalf of Owner  and  for
its  account.   Except as otherwise provided herein, all debts  and  liabilities
incurred  to  third parties in the ordinary course of business of  managing  the
Premises  as  provided herein are and shall be obligations of Owner,  and  Agent
shall  not  be  liable  for any such obligations by reason  of  its  management,
supervision or operation of the Premises for Owner.

                                   ARTICLE IV
                                        
                                  COMPENSATION
                                        
      4.1   In  addition to any other compensation provided to be paid to  Agent
under  this  Agreement,  Owner agrees to pay to Agent as  compensation  for  its
management  services hereunder, a fee at the rate specified in  paragraph  5  of
Exhibit A attached hereto.  Said fee shall be payable monthly no later than  the
twenty-fifth  (25th)  day of the following month, and  shall  be  based  on  the
following  components of income from the preceding calendar month determined  in
accordance  with  GAAP.   It  is understood that the  management  fee  shall  be
calculated  upon  the  following items:  (i) minimum rents  from  all  permanent
tenants  (anchor, mall shops, ground leases and all other tenants);  (ii)  Lease
buyout  income; (iii) Percentage rents in lieu of minimum rents; (iv) Percentage
rents;  (v) all cost recovery income (CAM, taxes, food court, security,  other);
(vi) income from all temporary tenants (initial term of one year or less); (vii)
income  from all promotional activity; (viii) miscellaneous mall income such  as
payphone commissions, stroller rentals, etc. and (ix) bad debts expense  related
to  any of the above revenue items.  The following items shall not be subject to
management  fees:  (i) business interruption insurance income;  (ii)  recoveries
from  insurance  companies for casualty and other losses;  (iii)  payments  from
tenants for leasehold improvements and related services provided by Agent;  (iv)
payments  from  tenants to Merchants' Associations or to  Marketing  Funds;  (v)
tenant security deposits; (vi) straight line rental income or losses, and  (vii)
operating covenant and amortization (classified as a reduction of minimum rent).
Agent  shall  withdraw said fee from the operating account for the Premises  and
shall account for same as provided for in Section 2.3 hereof.

      4.2  The following expenses or costs incurred by or on behalf of Agent  in
connection  with the management and leasing of the Premises shall  be  the  sole
cost and expense of Agent and shall not be reimbursable by Owner and Agent shall
indemnify Owner for such expenses and costs:

           (a)   cost  of  gross  salary  and wages, payroll  taxes,  insurance,
worker's  compensation,  pension benefits and  any  other  benefits  of  Agent's
employees, except that Owner will reimburse Agent for all costs of employees who
provide  either  full  or part time services on-site at  any  of  the  Premises.
Within the category of "on-site" personnel, Agent may include the pro-rata costs
for regional personnel performing required services at the Premises on a regular
basis (but which personnel may share time working at other properties managed by
Agent); provided, however, that the costs for any employees who are based at  or
work  from Agent's home office shall not be included, and provided further  that
the  pro-rata costs for any such regional personnel are included and  identified
as such within the annual operating budget as approved by Owner.

           (b)  general accounting and reporting services, as such services  are
considered to be within the reasonable scope of Agent's responsibility to Owner;

           (c)   costs  of  forms, stationery, ledgers, supplies, equipment  and
other "general overhead" items used in Agent's home office or regional offices;

           (d)   cost or pro rata cost of telephone and general office  expenses
incurred in the Premises by Agent for the operation and management of properties
not owned by Owner;

           (e)  cost of all bonuses, incentive compensation, profit sharing,  or
any pay advances by Agent to Agent's employees, except such costs pertaining  to
employees employed by Agent in accordance with Paragraph 2.1 (b) hereof;

           (f)   cost  attributable to losses arising from criminal acts,  gross
negligence or fraud on the part of Agent or Agent's associates or employees;

           (g)  cost for meals, travel and hotel accommodations for Agent's home
office  or regional office personnel who travel to and from the Premises, except
as provided in Section 2.6;

          (h)  cost of automobile purchase and/or rental, except if furnished or
approved by Owner;

           (i)   except  as  otherwise provided in Exhibit  A  attached  hereto,
expenses  incurred in connection with the leasing of the Premises, it  is  being
understood  and agreed, however, that Agent shall be reimbursed for  advertising
expenses incurred in connection with the leasing of the Premises;

           (j)   cost  of liability or other insurance carried by Agent,  except
costs  incurred  by Agent in satisfaction of its obligations under  Section  2.2
hereof; and

           (k)   cost  of  bonds purchased pursuant to Section  2.1(i)  of  this
Agreement.

                                    ARTICLE V
                                        
                         DURATION, TERMINATION, DEFAULT
                                        
     5.1  This Agreement shall become effective on the date hereof.

     5.2  Subject to earlier termination as hereinafter provided, this Agreement
shall  have  an  initial  term  ending on January 31,  1998.   Thereafter,  this
Agreement shall continue year-to-year on the same terms and conditions as herein
contained subject to being terminated by either Agent or Owner upon no less than
six  (6)  months  written  notice.  The Agent may not terminate  this  Agreement
except in the case of non-payment of management fees for a period of ninety (90)
days  after notice of such non-payment to Owner and Lender.  In addition, Lender
shall  have the right to terminate (or direct Owner to terminate, as applicable)
this  Agreement:   (i) upon the insolvency of Agent, (ii) the occurrence  of  an
Event  of Default (as defined in the Loan Documents), (iii) the failure  of  the
Premises to meet the Net Operating Income requirements  (as defined in the  Loan
Documents),  or  (iv)  pursuant to the provisions of the Manager's  Consent  and
Subordination of Management Agreement.

      5.3   It shall be an Event of Default under this Agreement on the part  of
Agent  if Agent shall default in any material respect in performing any  of  its
obligations under this Agreement and such default shall not be cured  within  30
days after written notice thereof is given by Owner to Agent (or, if the default
in  question  is  curable  but is of such nature that it  cannot  reasonably  be
completely  cured  within such 30-day period, if Agent does not  promptly  after
receiving such notice commence to cure such default and thereafter proceed  with
reasonable diligence to complete the curing thereof within 180 days after notice
is given by Owner to Agent).  If an Event of Default by Agent shall occur, Owner
shall  have  the  right to terminate this Agreement by written notice  given  to
Agent,  and  upon the giving of such notice this Agreement and the  term  hereof
shall terminate without any obligation on the part of Owner to make any payments
to Agent hereunder except as hereinafter provided.

      5.4   If  at  any  time during the term of this Agreement any  involuntary
petition  in  bankruptcy  or similar proceeding shall  be  filed  against  Agent
seeking its reorganization, liquidation or appointment of a receiver, trustee or
liquidator  for  it  or  for all or substantially all of its  assets,  and  such
petition shall not be dismissed within 90 days after the filing thereof,  or  if
Agent shall:

          (a)  apply for or consent in writing to the appointment of a receiver,
trustee or liquidator of all or substantially all of its assets;

           (b)  file a voluntary petition in bankruptcy or admit in writing  its
inability to pay its debts as they become due;

          (c)  make a general assignment for the benefit of creditors;

           (d)   file  a  petition  or an answer seeking  reorganization  or  an
arrangement with creditors or take advantage of any insolvency law; or

           (e)   file an answer admitting the material allegations of a petition
filed against it in any bankruptcy, reorganization or insolvency proceedings;

then  upon the occurrence of any such event, Owner, at its option, may terminate
this  Agreement  by written notice given to Agent, and upon the giving  of  such
notice this Agreement and the term hereof shall terminate without any obligation
on  the  part  of  Owner  to  make any payments to  Agent  hereunder  except  as
hereinafter provided.

      5.5  Owner shall have the additional right to terminate this Agreement  on
at  least  10  days'  written notice to Agent, if Agent  without  Owner's  prior
written  consent  shall  assign or attempt to assign its rights  or  obligations
under this Agreement or subcontract (except for normal service agreements or  as
otherwise  specified in this Agreement) any of the services to be  performed  by
Agent.   Owner shall also have the right to terminate this Agreement as  to  any
property  included  within the Premises on at least 10 days' written  notice  to
Agent if (a) such property shall be damaged or destroyed to the extent of 25% or
more  by  fire or other casualty and Owner elects not to restore or repair  such
property or (b) there shall be a condemnation or deed in lieu thereof of 25%  or
more of such property.

      5.6   Agent  acknowledges and agrees that Owner shall have  the  right  to
subordinate and/or assign this agreement in connection with the Loan  Documents.
Agent  further  agrees to execute such further instruments as  Owner  or  Lender
deems  necessary to effectuate such subordination, provided that  in  the  event
Lender  becomes  entitled to possession of the Premises,  the  Lender  shall  be
entitled, at its option,  to retain Agent to manage the Premises, in which  case
the   Agent  shall be entitled to the compensation set forth in  this  Agreement
during all periods in which Agent is providing services to the Premises for  the
Lender.   Moreover,  notwithstanding anything to the contrary contained  herein,
for so long as any amounts remain outstanding under the Loan Documents, (i) this
Agreement  and  all  fees payable by Owner hereunder shall  be  subject  to  and
subordinate  to  any  mortgage liens on the Premises  established  by  the  Loan
Documents and (ii) Agent shall comply with any and all applicable provisions  of
the  Loan  Documents and in the event there is a conflict between the  terms  of
this  Agreement  and the terms of the Loan Documents, the Loan  Documents  shall
control.

      5.7  Upon any termination of this Agreement pursuant to the provisions  of
this  Article  V, Owner shall remain obligated to pay to Agent  fees  and  other
amounts due to Agent hereunder which accrued prior to the effective date of such
termination.   Nothing contained in this Section 5.7 shall be deemed  to  waive,
affect  or impair (a) Owner's rights to seek recourse against Agent for  damages
or  other  relief  in  the event of the termination of this Agreement  by  Owner
pursuant  to  Section  5.3, 5.4 or 5.5 hereof, and (b)  Agent's  right  to  seek
recourse  against  Owner  for  damages or other  relief  in  the  event  of  the
termination of this Agreement by Agent pursuant to Section 5.2 hereof.

      5.8   Upon the expiration or earlier termination of this Agreement,  Agent
shall  forthwith  surrender  and deliver to Owner  any  space  in  the  Premises
occupied  by  Agent and shall make delivery to Owner or to Owner's  designee  or
agent, at Agent's home or regional offices or at its offices at the Premises, of
the following:

           (a)   a  final accounting, reflecting the balance of income from  and
expenses  of  the Premises as at the date of expiration or termination  of  this
Agreement;

           (b)   any funds of Owner or tenant security or advance rent deposits,
or both, held by agent with respect to the Premises; and

           (c)  all Confidential Information (in whatever medium stored) and all
other records, contracts, leases, ground leases, reciprocal easement agreements,
receipts  for  deposits, unpaid bills, lease summaries,  canceled  checks,  bank
statements,  paid  bills and all other records, papers  and  documents  and  any
microfilm  and/or  computer disk of any of the foregoing  which  relate  to  the
Premises  and  the operation, maintenance, management and leasing  thereof;  all
such data, information and documents being at all times the property of Owner.

      In  addition, Agent shall furnish all such information and take  all  such
action as Owner shall reasonably require to effectuate an orderly and systematic
termination of Agent's duties and activities under this Agreement.

      5.9  This Agreement shall terminate at the election of Owner as to any  of
the  properties set forth in Exhibit A upon thirty (30) days written  notice  to
the  Agent if such properties are sold by Owner to a non-affiliated third  party
purchaser  or  (unless the Lender shall otherwise notify the Agent  in  writing)
automatically  if such properties were acquired  on foreclosure  of  a  mortgage
encumbering all or a portion of the Premises.  In the event such properties  are
sold  by  Owner to a non-affiliated third party purchaser and this Agreement  is
not  thereby  terminated by Owner, the Agent shall have the right  to  terminate
this  Agreement as to such properties upon sixty (60) days prior written  notice
which  notice must be given within ninety (90) days after the date of such  sale
is  consummated.   If such properties are sold, Agent will not  be  entitled  to
sales  commission  unless the Agent has been retained by  Owner  pursuant  to  a
separate commission arrangement.  This Agreement shall remain in full force  and
effect as to all properties not terminated pursuant to this Section 5.9.

      5.10  The  provisions of this Article V shall survive  the  expiration  or
termination of this Agreement.

                                   ARTICLE VI
                                        
                                   ASSIGNMENT
                                        
      6.1  Agent, except for a transfer to a "Permissible Transferee", shall not
assign its rights or obligations under this Agreement, either directly or  by  a
transfer  of  shares of beneficial interest or voting control either voluntarily
or  by  operation  of law.  Any change other than to a "Permissible  Transferee"
shall  constitute  a breach of this Agreement by Agent and Owner  may  terminate
this  Agreement in accordance with Section 5.5  A "Permissible Transferee" shall
mean  any corporation, partnership, trust or other entity, more than 50% of  the
outstanding  stock  of which, or more than 50% interest in which,  is  owned  or
controlled by Agent.

      6.2   In  the event of a sale or conveyance of any of the Premises,  Owner
shall  have  the  right to cancel or assign this Agreement and  its  rights  and
obligations  hereunder to any person or entity to whom or which Owner  sells  or
conveys  such  property  or properties.  Upon such assignment,  Owner  shall  be
relieved  of its obligations under this Agreement with respect to such  property
or  properties that accrue from and after the date of such assignment,  provided
that the assignee shall assume the obligations of Owner under this Agreement and
shall  agree to perform and be bound by all of the terms and provisions  hereof,
effective  from  and after the date of such assignment and an executed  copy  of
such  assumption  agreement shall be delivered to Agent.   Agent  shall  not  be
entitled to a "termination fee" in connection with an assignment or cancellation
as  set  forth in this Section 6.2, but otherwise shall be entitled  to  collect
from  Owner  such  fees  and expenses, including termination  and/or  relocation
expenses of Agent's full-time employees, if any, as Agent has earned pursuant to
this Agreement prior to the date of such assignment or cancellation.

                                   ARTICLE VII
                                        
                                  MISCELLANEOUS
                                        
      7.1   Owner's  representative ("Owner's Representative"), whose  name  and
address is set forth in paragraph 2 of Exhibit A attached hereto, shall  be  the
duly authorized representative of Owner for the purpose of this Agreement.   Any
statement,  notice, recommendation, request, demand, consent or  approval  under
this  Agreement shall be in writing and shall be deemed given by Owner when made
or  given  by  Owner's  Representative or any officer  of  Owner  and  delivered
personally to an officer of Agent or mailed, addressed to Agent, at his  address
first  above  set forth.  Either party may, by notice to the other, designate  a
different address for the receipt of the aforementioned communications and Owner
may,  by  notice  to  Agent, from time to time, designate  a  different  Owner's
Representative  to  act  as such.  All communications mailed  by  one  party  to
another  shall  be  sent by first class mail, postage prepaid  or  Express  Mail
Service, or other commercial overnight delivery service, except that notices  of
default shall be sent by registered or certified mail, return receipt requested,
postage  prepaid,  Express Mail Service or other commercial  overnight  delivery
service with receipt acknowledged in writing.  Communications so mailed shall be
deemed  given or served on the date mailed.  Notwithstanding the foregoing,  any
notices,  requests,  consents, approvals and other  communications,  other  than
notices  of  default  or approvals of annual budgets, and other  communications,
approvals  or  agreements  which are required by  the  express  terms  of  other
provisions  of  this  Agreement to be in writing,  may  be  given  by  telegram,
telephonic  communication or orally in person.  Agent and Owner shall furnish to
the  other  the names and telephone numbers of one or more persons  who  can  be
reached  at  any  time during the term of this Agreement  in  the  event  of  an
emergency.

     7.2  Agent shall, at its own expense, qualify to do business and obtain and
maintain  such licenses as may be required for the performance by Agent  of  its
services.

      7.3  Each provision of this Agreement is intended to be severable.  If any
term   or  provision  hereof  shall  be  determined  by  a  court  of  competent
jurisdiction to be illegal or invalid for any reason whatsoever, such  provision
shall  be severed from this Agreement and shall not affect the validity  of  the
remainder of this Agreement.

      7.4   In the event either of the parties hereto shall institute any action
or   proceeding  against  the  other  party  relating  to  this  Agreement,  the
unsuccessful  party in such action or proceeding shall reimburse the  successful
party  for  its  disbursements  incurred in connection  therewith  and  for  its
reasonable attorney's fees as fixed by the court.

     7.5  No consent or waiver, express or implied, by either party hereto or of
any  breach or default by the other party in the performance by the other of its
obligations hereunder shall be valid unless in writing, and no such  consent  or
waiver shall be deemed or construed to be a consent or waiver to or of any other
breach  or  default in the performance by such other party of the  same  or  any
other  obligations of such party hereunder.  Failure on the part of either party
to  complain  of any act or failure to act of the other party 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.  The granting  of
any  consent or approval in any one instance by or on behalf of Owner shall  not
be  construed  to  waive  or limit the need for such consent  in  any  other  or
subsequent instance.

      7.6  The venue of any action or proceeding brought by either party against
the  other arising out of this Agreement shall be in the state or federal courts
of the Commonwealth of Pennsylvania.

      7.7   This Agreement may not be changed or modified except by an agreement
in  writing  executed  by each of the parties hereto and  consented  to  by  the
Lender.   This  Agreement constitutes all of the understandings  and  agreements
between the parties in connection with the agency herein created.

      7.8  This Agreement shall be binding upon and inure to the benefit of  the
parties  hereto and their permitted successors and assigns, but shall not  inure
to the benefit of, or be enforceable by, any other person or entity.

     7.9  Nothing contained in this Agreement shall be construed as making Owner
and  gent partners or joint ventures or as making either of such parties  liable
for  the  debts  or  obligations of the other, except as in  this  Agreement  is
expressly provided.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                         CROWN  AMERICAN ACQUISITION
                         ASSOCIATES III, L.P.
                              (Owner)
                         BY: CROWN AMERICAN ACQUISITION
                         ASSOCIATES III
                         as sole   general partner

                              By:      /s/ Ronald P. Rusinak
                              Name:    Ronald P. Rusinak
                              Title:   Vice President


                         CROWN AMERICAN PROPERTIES, L.P.
                              (Agent)
                         BY: CROWN AMERICAN REALTY TRUST,
                         as sole general partner


                              By:     /s/ Ronald P. Rusinak
                              Name:   Ronald P. Rusinak
                              Title:  Vice President

                                    EXHIBIT A
                                        
                                        
                                        

1.   Premises (1.1):

     a.   Valley MallJacksonville Mall
          Hagerstown, Maryland.Jacksonville, North Carolina.

2.   Name and Address of Owner's Representative (7.1):

     Frank J. Pasquerilla
     Pasquerilla Plaza
     Johnstown, PA  15907.

3.   Limit of amount authorized for non-emergency purchases and repairs (2.1(a)
     and (c)):
     
     $50,000.00.

4.   Name of Banks (2.1(g)):

     PNC Bank, N.A.


5.   Management Fees (4.1):

     Owner agrees to pay Agent as compensation for its management services
     hereunder  an  amount equal to 5% of the amounts set forth in Section  4.1.
     Such management fee shall be payable monthly based on the income earned for
     the  categories described in Section 4.1, computed in accordance with GAAP.
     Agent  shall  be  entitled to receive the management fee on  the  pro  rata
     portion of percentage rents received by Owner after the termination of this
     Agreement but applicable to time periods prior to the termination  of  this
     Agreement based upon the actual number of days lapsed divided by 365.
6.   Legal and Tenant Coordination Expenses:

     Owner agrees to pay Agent, to defray in-house legal expenses and tenant
     coordination  expenses (a) with respect to each new lease  and  each  lease
     renewal  of  mall  shops and free-standing buildings (other  than  a  lease
     renewal or extension resulting from the exercise of an option contained  in
     such lease), an amount equal to  the Agent's actual costs of providing such
     services,  limited  however to the annual amount which  is  capitalized  as
     tenant allowance costs under the Owner's customary accounting practices  as
     Agent and Owner shall mutually agree and as recorded in the Owner's audited
     annual financial statements.  Such fees shall be payable monthly in arrears
     using  estimated fees per square foot, based on the estimated  annual  fee;
     the  monthly  estimated  fees shall be adjusted to a  final  actual  amount
     within  90  days after the Owner's fiscal year end.  Agent and Owner  shall
     use  their  best  efforts to estimate the monthly fee per square  foot  and
     shall  adjust  the amount periodically during the year as  mutually  agreed
     upon.

7.   Leasing and Land Sale Fees:

     (i)  Leasing Commission:

          Agent shall be entitled to commissions for leases secured, in addition
to
          other fees and compensation provided in this Agreement,  equal to  the
     Agent's  actual  costs of providing leasing services related  to  permanent
     leases  (those with an initial term in excess of one year), limited however
     to  the  aggregate  amount which is capitalized as lease acquisition  costs
     under  the Owner's customary accounting practices as Agent and Owner  shall
     mutually  agree  and  as recorded in the Owner's audited  annual  financial
     statements.  Such fees shall be payable monthly in arrears using  estimated
     fees  per  square  foot,  based on the estimated annual  fee;  the  monthly
     estimated  fees shall be adjusted to a final actual amount within  90  days
     after  the  Owner's fiscal year end.  Agent and Owner shall use their  best
     efforts  to  estimate the monthly fee per square foot and shall adjust  the
     amount periodically during the year as mutually agreed upon.

          (ii) Brokerage Commissions:

            Owner  and  Agent  acknowledge  that  some  leasing  and  land  sale
     transactions will involve the use of an independent real estate  broker  or
     real estate sales agent, who will be paid a commission for introducing  and
     bringing  a  prospective tenant or purchaser to the  Premises.   Agent  may
     utilize  brokers in connection with carrying out its leasing and land  sale
     activities,  and  shall  be  reimbursed by Owner  for  the  cost  of  those
     Brokerage Commissions in the following circumstances:

          (a)  Agent was required to recognize the broker or sales agent as the
               representative of the prospective tenant or purchaser and was not
               allowed or permitted the opportunity to contact or negotiate with
               the tenant or purchaser except through the broker or sales agent,
               and this fact was disclosed to Owner.

          (b)  Agent disclosed to Owner the existence of the broker or sales
               agent  and the brokerage fee at the time the proposed leasing  or
               land sale  transaction was submitted to Owner for approval.
               
Except  as provided in (a) and (b) above, Agent shall assume the sole  cost  and
responsibility for broker commissions.

     (iii)     Land Sale Commission:

           For services provided pursuant to Section 2.7(e), Owner shall pay the
     Agent  a  sales commission equal to fifteen percent (15%) of  the  adjusted
     sales  price ("Sales Commission"), as compensation for overhead  associated
     with  the  services  of certain employees of Agent.  For  purposes  of  the
     foregoing  "adjusted sales price" shall mean the gross proceeds payable  to
     Owner  less  reasonable and necessary development costs paid  by  Owner  in
     connection with the transfer.  One-half (1/2) of the Sales Commission shall
     be  due  and  payable to Agent at the time a mutually binding Agreement  of
     Sale  with  respect  to  any  Sale Property  is  fully-executed,  with  the
     computation  of  such amount being based on the gross proceeds  payable  to
     Owner.   The balance of the Sales Commission shall be paid to Agent at  the
     time of closing of any such sale.

     8.   Excluded Services:

     Notwithstanding anything to the contrary contained herein, the parties
     acknowledge  that it is not within the contemplation of this  Agreement  or
     the  fee structure included herein that the Agent perform any services with
     respect  to the following:  any "due diligence" or similar efforts relating
     to  any  financing,  refinancing or sale or disposition  of  the  Premises;
     zoning  compliance  of  the Premises; performing or supervising  (including
     tenant   room  build-outs  or  remodeling)  any  extensive  alteration   or
     renovation to the Premises; asbestos and/or other environmental studies and
     any  related  abatement or remediation activities for any tenant  premises,
     site  acquisitions of additional ground for the expansion of the  Premises;
     reconstruction  after  casualty or condemnation;  leasing,  management,  or
     construction  relating  to  any proposed or implemented  expansion  of  the
     Premises  or work generally classified as "development" work in  connection
     with  the  same; renewals or renegation of leases or other agreements  with
     department  stores  if  such  involves substantial  changes  from  existing
     documents  (including,  without  limitation,  negotiation  of  new  leases,
     renewal  leases,  operating  covenants,  renovation  provisions,  expansion
     rights,  and like matters); or replacement of department stores  tenancies.
     Owner  shall  reimburse Agent for all such services rendered equal  to  the
     Agent's  actual  costs of providing such services, limited however  to  the
     annual  amount  which  is capitalized as tenant allowance  or  construction
     costs  under the Owner's customary accounting practices as Agent and  Owner
     shall  mutually  agree  and  as  recorded in  the  Owner's  audited  annual
     financial statements.  Such fees shall be payable monthly in arrears  using
     estimated  based  on the estimated annual fee; the monthly  estimated  fees
     shall be adjusted to a final actual amount within 90 days after the Owner's
     fiscal  year end.  Agent and Owner shall use their best efforts to estimate
     the  monthly fees and shall adjust the amount periodically during the  year
     as mutually agreed upon.

9.   Other Requested Services:

     If  Owner  requests  Agent  to provide its own  personnel  for  non-routine
services
     which  Agent  is not obligated elsewhere in this Agreement to  perform  the
     compensation  for which is not provided for hereinabove, unless  Owner  and
     Agent  otherwise agree to an acceptable fee for such services, Owner  shall
     pay  Agent an amount equal to two and one-half times the actual  base
     cost  of  Agent's departmental personnel, as computed by Agent,  for  their
     time involved in performing such requested services, plus reimbursement for
     any  out-of-pocket  costs  incurred incident to furnishing  such  requested
     services.   Owner  and Agent shall agree in advance as to the  hourly  base
     cost  to  be  applicable for the specific services to  be  provided.   Such
     amount  or amounts shall be payable to Agent  monthly within ten (10)  days
     after  Owner's receipt of Agent's statement setting for the amount  payable
     to Agent.
                                    EXHIBIT B
                                        
INTENTIONALLY OMITTED


                                    EXHIBIT C
                                        
                               Leasing Guidelines
                                        
                                        
                                        
                                        
      Agent  shall  use a form or forms of lease; or with respect  to  temporary
tenants  and/or  short term promotional activities, a form or forms  of  license
agreement,   which have been prepared and submitted to Owner for  Owner's  prior
review and approval.  Agent will negotiate and make modifications to such  forms
as  directed by Owner, or as necessary or appropriate with respect to the  needs
of the particular transactions, utilizing methods and techniques consistent with
prevailing practices employed in management and leasing of shopping centers.

      For  all  agreements, excepting license agreements for  temporary  tenants
and/or  for  short  term  promotion activities,  all   essential  financial  and
business  terms and provisions of the lease or agreement, including construction
and  improvements  of  the leasehold, shall be presented for  Owner's  approval.
Tenant-signed  leases presented by Agent for Owner's review and execution  shall
be  consistent with such terms and conditions previously approved by  Owner,  or
with  such deviations or modifications identified for Owner's review.  Execution
of  tenant-signed leases that are presented by Agent for Owner's signature  will
acknowledge Owner's approval of the lease, its form, its terms and provisions.

      No  lease or other agreement shall be entered into, modified, canceled  or
extended  if  the  consent of any mortgagee or ground lessor is required  unless
such  consent  has  been  obtained.  Agent will notify  Owner  when  consent  is
required.


EXHIBIT 10.5 (l)

                        REAL ESTATE MANAGEMENT AGREEMENT
                                        
                                        
                                        
      THIS  AGREEMENT, made as of 13th day of May, 1998,  between CROWN AMERICAN
CROSSROADS, LLC, a Pennsylvania limited liability company, having its  principal
address at Pasquerilla Plaza, Johnstown, Pennsylvania 15907 ("Owner"), and CROWN
AMERICAN  PROPERTIES, L.P., a Delaware limited partnership, having its principal
address at Pasquerilla Plaza, Johnstown, Pennsylvania  15907 ("Agent").

                               W I T N E S S E T H
                                        
     In consideration of the mutual Covenants herein contained, and intending to
be legally bound, the parties hereto agree as follows:

                                    ARTICLE I
                                        
                       APPOINTMENT AND AUTHORITY OF AGENT
                                        
     1.1  Owner owns leasehold interests in certain retail properties identified
on  Exhibit  A  attached hereto and made a part hereof (the "Premises").   Owner
hereby  appoints  Agent  as the exclusive managing and  renting  agent  for  the
Premises,  and hereby authorizes Agent to exercise such powers with  respect  to
the  Premises  as  may  be necessary for the performance of Agent's  obligations
under Article II, and Agent accepts such appointment on the terms and conditions
hereinafter set forth for the term as provided in Article V.  Agent  shall  have
no right or authority, express or implied, to commit or otherwise obligate Owner
in  any manner whatsoever except to the extent specifically provided herein  and
agrees that it shall not hold itself out as having authority to act on behalf of
Owner  in any manner which is beyond the scope of authority granted to Agent  in
this Agreement.

                                   ARTICLE II
                                        
                               AGENT'S AGREEEMENT
                                        
      2.1   Agent,  on  behalf  of  Owner,  shall  implement,  or  cause  to  be
implemented,  the  decisions of Owner and shall conduct the ordinary  and  usual
business affairs of Owner with respect to the management, operation and  leasing
of the Premises as provided in this Agreement.  Agent shall at all times conform
to  the  policies  and programs established by Owner and the  scope  of  Agent's
authority  shall be limited to said policies.  Agent shall act  in  a  fiduciary
capacity with respect to the cash and cash equivalent assets of Owner which  are
within  the custody or control of Agent.  Agent shall deal at arm's length  with
all  parties  and shall serve Owner's interests at all times.  All  undertakings
incurred by Agent on behalf of Owner in accordance with this Agreement shall  be
at  the  cost and expense of Owner unless otherwise provided for herein.   Agent
agrees  to use its best efforts in the management and operation of the Premises.
Agent  shall perform the following duties in connection with the management  and
operation of the Premises:

           (a)   Contract,  for  periods not longer than  the  term  of  Owner's
leasehold  estate,  in the name of Owner, for gas, electricity, water  and  such
other  services  as  are  currently being furnished to  the  Premises.   Service
contracts shall be written to include a provision allowing termination by  Owner
upon  30 days' notice wherever possible.  All service contracts, including those
in  effect  at the date hereof in respect of the Premises, including  the  terms
thereof (with cancellation right, if any), the services provided thereunder  and
the charges called for thereby, should be detailed in the annual budget package.
No  such contract, other than for utilities, including water, which involves  an
expenditure  in  excess  of the amount set forth in paragraph  3  of  Exhibit  A
attached  hereto  shall hereinafter be entered into by Agent without  the  prior
approval of Owner.  Agent shall also perform the obligations of the Owner  under
any utility service agreement and any reciprocal easement agreements.

           (b)   Select,  employ,  pay,  supervise,  direct  and  discharge  all
employees  necessary for the proper, safe and economic operation and maintenance
of  the  Premises, in number and at wages in accordance with industry  practices
and the annual budget, carry Worker's Compensation Insurance (and, when required
by   law,  compulsory  Non-Occupational  Disability  Insurance)  covering   such
employees,  and use reasonable care in the selection, discharge, and supervision
of  such  employees.   Agent  will keep bi-weekly time  sheets  which  shall  be
available for inspection by Owner.  Agent shall prepare or cause to be  prepared
and  timely  filed  and  paid,  all necessary returns,  forms  and  payments  in
connection  with  unemployment insurance, medical and life  insurance  policies,
pensions, withholding and social security taxes and all other taxes relating  to
said employees which are imposed on employees by any federal, state or municipal
authority.   Agent  shall also provide usual management services  in  connection
with  labor relations and shall prepare, maintain and file all necessary reports
with  respect to the Fair Labor Standards Act and all other required  statements
and  reports pertaining to employees at the Premises.  Agent shall use its  best
efforts  to  comply  with  all laws and regulations  and  collective  bargaining
agreements,  if any, affecting such employment.  Owner shall have the  right  to
review  and  approve  all  collective bargaining  agreements  which  affect  the
Premises  prior to their implementation or acceptance by Agent.  Agent  will  be
and  will  continue  throughout  the term of  this  Agreement  to  be  an  equal
opportunity employer.  All persons employed in connection with the operation and
maintenance  of  the  Premises  shall be employees  of  Agent  or  employees  of
contractors approved by Owner to provide contract services to the Premises.

           (c)   Keep  the  Premises  in  a safe, clean,  rentable  and  sightly
condition and make and contract for all repairs, alterations, replacements,  and
installations,  do  all  decorating and landscaping, and purchase  all  supplies
necessary for the proper operation and maintenance of the Premises and  for  the
fulfillment of Owner's obligations under any lease, operating agreement or other
agreement  or  compliance  with  all governmental  and  insurance  requirements,
provided  that, except as provided in Section 2.5 hereof, Agent shall  not  make
any  purchase or do any work, the cost of which shall exceed the approved budget
or  the  amount  set forth in paragraph 3 of Exhibit A attached hereto,  without
obtaining  in each instance the prior approval of Owner, except in circumstances
which Agent shall deem to constitute an emergency requiring immediate action for
the  protection of the Premises or of tenants or other persons or to  avoid  the
suspension  of  necessary services or in order to cure any  violation  or  other
condition  which  would subject Owner or Agent to any criminal  penalty  or  any
civil fine in excess of $5,000.00.  Agent shall notify Owner immediately of  the
necessity for, the nature of, and the cost of, any such emergency repairs or any
action  to cure any such violation or other condition.  Agent shall arrange  for
and  supervise, on behalf of Owner, the performance of all alterations and other
work to prepare or alter space in the Premises for occupancy by tenants thereof.
If  Owner  shall  require,  Agent  shall  submit  a   list  of  contractors  and
subcontractors performing tenant work, repairs, alterations or services  at  the
Premises under Agent's direction.

      It  is understood that Agent shall not be required to undertake the making
or  supervision of extensive reconstruction of the Premises or any part  thereof
except after written agreement by the parties hereto as to any additional fee to
be paid for such services.

      Owner shall receive the benefit of all discounts and rebates obtainable by
Agent  in its operation of the Premises.  When requested by Owner, Agent  agrees
to  obtain competitive bids for the performance of any work at the Premises,  to
furnish  copies  of  such bids to Owner and to accept  such  bid  as  Owner  may
direct.

      If  Agent  desires to contract for repair, construction or  other  service
described in this paragraph (c) (other than work done at the request of a tenant
and  at  the tenant's sole cost and expense, hereinafter referred to as  "Tenant
Work")  with a party with respect to which any partner or shareholder  of  Agent
holds  a  beneficial  interest,  or with any subsidiary,  affiliate  or  related
corporation in which Agent shall have a financial interest, such interest  shall
be  disclosed to, and approved by, Owner before such services are procured.  The
cost   of   any   such   services  shall  likewise  be  at  competitive   rates,
notwithstanding that tenants of the Premises may be required to pay such  costs.
Agent,  or  a  general  contractor working under the  supervision  of  Agent  is
authorized  to make and install Tenant Work, Agent may collect from such  tenant
or  such  general  contractor, for its sole account, its charge for  supervisory
overhead  on  all  such Tenant Work.  Agent shall hold Owner harmless  from  any
claims  which may be advanced by any such tenant in connection with Tenant  Work
performed  by  Agent  or under Agent's supervision.  Agent, however,  shall  not
require   any  tenant  to  use  Agent,  its  subsidiary,  affiliate  or  related
corporation as its general contractor to perform such Tenant Work.

           (d)  Handle promptly complaints and requests from tenants and parties
to  reciprocal easement and/or operating agreements, notify Owner of  any  major
complaint  made by any such tenant or party and notify owner promptly  (together
with  copies  of  supporting documentation) of: the receipt  of  any  notice  of
violation of any governmental requirements; any known orders or requirements  of
insurers, insurance rating organizations, Board of Fire Underwriters or  similar
bodies; any known defect in the Premises; any known fire or other damage to  the
Premises,  and, in the case of any serious fire or other serious damage  to  the
Premises,  Agent  also  shall immediately provide telephone  notice  thereof  to
Owner's  General Insurance Office, so that an insurance adjuster  can  view  the
damage  before  repairs  are  started, and complete customary  loss  reports  in
connection with fire or other damage to the Premises.

           (e)   Notify  Owner's General Liability Insurance carrier  and  Owner
promptly  of any personal injury or property damage known to Agent occurring  to
or  claimed by any tenant or third party on or with respect to the Premises  and
promptly  forward  to  the  carrier, completed  insurance  forms,  any  summons,
subpoena,  or other like legal document served upon Agent relating to actual  or
alleged  potential liability of Owner, Agent, or the Premises,  with  copies  to
Owner of all such doucments.

           (f)  Advise Owner of those exceptions in leases, operating agreements
and  other agreements executed on or after the date hereof in which the  tenants
or  parties to such agreements do not agree to hold Owner harmless with  respect
to liability from any accidents.

           (g)   At  the option of Owner, or as otherwise provided in  the  Loan
Documents, as hereinafter defined, receive and collect rent and all other monies
payable  to Owner by all tenants and licensees in the Premises and by all  other
parties  including department stores under ground leases and reciprocal easement
agreements  and  tenants  under  leases  of  free-standing  stores.    In   this
connection,  Agent shall calculate all amounts due to Owner from  such  tenants,
licensees  and  other  parties, including annual or periodic  adjustments  where
applicable, and shall, when appropriate, submit statements or invoices  to  such
tenants,  licensees and parties.  Agent shall deposit the same promptly  in  the
bank  named  on Exhibit A attached hereto (the "Bank") in an account with  title
including  a distinctive portion of Agent's name and such designation  as  Owner
may  direct  (the  "Bank Account"), which account shall be used exclusively  for
such  funds.   Owner's representative will be a signatory on all  bank  accounts
maintained by Agent and such representative's signature shall be required on all
checks  in excess of $50,000 and for withdrawals in excess of $1,000,000 in  any
month.   All  amounts received by Agent for or on behalf of Owner shall  be  and
remain  the property of Owner.  Checks may be drawn on the above-mentioned  bank
account only for purposes authorized under this Agreement.  No funds of Agent or
others  shall be commingled with funds in any such bank account.  Owner has  the
right to control the types of cash management accounts and dictate the specifics
of said accounts with respect to disbursement and management of funds.

          (h)  Serve notice of default upon tenants of space in the Premises and
other parties which are in default in performing obligations under their leases,
reciprocal   easement  agreements  or  other  agreements,   with   copies   sent
simultaneously to Owner, and attempt to cause such defaults to be cured  by  the
defaulting tenant or other party.  Agent shall, subject to Owner's consent  with
respect  to  any  tenant  who occupies more than 1,000  square  feet,  utilizing
counsel  theretofore approved by Owner, institute all necessary legal action  or
proceedings for the collection of rent or other income from the Premises or  the
ousting  or  dispossessing of tenants or other persons therefrom and  all  other
matters  requiring  legal attention.  Agent agrees to use its  best  efforts  to
collect  rent  and other charges from tenants in a timely manner and  to  pursue
Owner's legal remedies for nonpayment of same.  Agent shall not terminate tenant
leases  in  the Premises without Owner's consent.  Owner reserves the  right  to
designate  or  approve  counsel  and  to control  litigation  of  any  character
affecting or arising out of the operation of the Premises and the settlement  of
such litigation.

           (i)   Bond  Agent and all of Agent's employees who may handle  or  be
responsible  for  monies  or property of Owner with  a  "comprehensive  3-D"  or
"Commercial Blanket" bond, in an amount of $500,000.00.

           (j)   Notify Owner immediately of any known fire, accident  or  other
casualty,  condemnation  proceedings,  rezoning  or  other  governmental  order,
lawsuit or threat thereof involving the Premises; and the receipt of any  notice
of  violations  relative  to the leasing, use, repair  and  maintenance  of  the
Premises  under  governmental  laws,  rules,  regulations,  ordinances  or  like
provisions.

           (k)   If  Owner  so directs, make timely payment of real  estate  and
personal  property taxes and assessments levied or assessed against the Premises
or  personal property used in connection therewith and any other charge that may
become a lien against the Premises.  Owner may direct that payment of such taxes
and  assessments either be made to the taxing authority or to  a mortgage lender
holding  an  escrow account for such items.  Agent shall participate in  Owner's
tax review program and check tax assessments and, when so requested, Agent shall
assist  Owner in its efforts to reduce such taxes.  Agent shall promptly furnish
Owner with copies of all assessment notices and receipt tax bills.

           (l)   Promptly comply with  all present and future laws,  ordinances,
orders,  rules,  regulations and requirements of all Federal,  state  and  local
governments, courts, departments, commissions, boards and offices, any  national
or  local  Board  of  Fire  Underwriters or Insurance  Services  offices  having
jurisdiction, or any other body exercising functions similar to those of any  of
the foregoing ("Legal Requirements") which may be applicable to the Premises  or
any  part  thereof  or  to  the leasing, use, repair, operation  and  management
thereof,  but only to the extent that such compliance is reasonably  capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from  collections or advances by Owner.  Agent shall give prompt notice to Owner
of  any  known violation or the receipt of notice of alleged violation  of  such
laws and Agent shall not bear responsibility for failure of the Premises or  the
operation  thereof  to comply with such laws unless Agent  has  committed  gross
negligence  or  a willful act of omission in the performance of its  obligations
under this Agreement or in the performance of any other duties owed to Owner  or
third parties by Agent.  As and when directed by Owner, Agent shall institute in
its  name,  or in the name of Owner using counsel selected by Owner, appropriate
actions  or  proceedings to contest any such law, ordinance,  rule,  regulation,
order, determination or requirement.

          (m)  Promote the Premises and participate as Owner's representative in
any  Merchant's  Associations  or Promotional Organizations  (collectively,  the
"Promotional Organizations") established to promote the Premises.

           (n)   Consent to and approve tenant alteration work and installations
which are performed by tenants of space in the Premises and are provided for  in
the  leases  of  such  tenants and are within such  tenant's  space.   Agent  is
authorized to approve tenant alteration work and installations not provided  for
in  leases if (i) such alteration work and installations are made solely at  the
expense  of the tenant, and (ii) such alteration work and installations  do  not
affect  the  structural  integrity  or facade  of  any  building.   Agent  shall
periodically   monitor  the  progress  of  any  tenant   alteration   work   and
installations  to confirm that the work is being done in a good and  workmanlike
manner  and in substantial conformity with any plans and specifications approved
by  Owner  or  Agent,  and  shall notify Owner of any material  deficiencies  or
material variations from the approved plans and specifications.

           (o)   Provide, upon Owner's request in accordance with the provisions
of  Section 10 and Section 11 of Exhibit A, general contracting and construction
management services ("Development Services") and consultation to Owner  for  the
Premises,  which shall include, without limitation, the management,  supervision
and  administration  of,  and provisions for services  for  the  improvement  or
expansion  (and  in the event of damage or condemnation, the reconstruction)  of
the  Premises, including advice, expertise and support of Agent provided  and/or
retained  and/or  coordinated  by home office and on-site  personnel  including,
without  limitation,  executive  personnel, design  and  engineering  personnel,
clerical personnel, legal and accounting personnel.  Such personnel will perform
consultation and various functions involved with Development Services including,
without   limitation,   the   following:    design,   planning,   architectural,
engineering,  acquisition and negotiation, negotiations with  department  stores
for  site  acquisition  and  operation in the Premises;  permits  and  licenses;
preopening  advertising and publicity; market research, site work;  negotiations
with  public authorities; attendance at public hearings; project management  and
all  other  activities  necessary to accomplish the  improvement,  expansion  or
reconstruction of the Premises.  It is understood that Development Services  and
consultation  with Owner may or may not involve Agent's in-house  personnel;  by
mutual agreement of Agent and Owner, outside professionals or other persons  may
be engaged to provide Development Services and consultation with Owner, provided
that  Agent agrees to require any contractor or subcontractor brought  onto  the
Premises to have workers' compensation and employers' liability insurance in the
necessity statutory amounts and comprehensive general liability insurance for at
least $1,000,000.00.

           (p)  If Owner so directs, pay when due (i) all debt service and other
amounts  due under any mortgages that encumber the Premises or any part thereof,
and  (ii)  all  rent and other charges payable under any ground  lease  of  land
included  in the Premises under which Owner is the tenant and give Owner  notice
of the making of each payment.

          (q)  Carry out and comply with, directly or through a third party, all
requirements  on the part of Owner under all such mortgages and  ground  leases,
all  leases of space in the Premises, all ground leases and reciprocal  easement
agreements with department stores and all other agreements affecting or relating
to  the  Premises  which  are known or made known to Agent,  including,  without
limitation, the furnishing of all services and utilities called for therein, but
only to the extent that such requirements are at the time reasonably capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from collections or advances by Owner, provided that Agent shall promptly notify
Owner  if  Agent  cannot  carry out such requirement or has  insufficient  funds
available to do so.  Agent shall notify Owner promptly of any default under  any
such  mortgage, lease, ground lease, reciprocal easement or other  agreement  on
the  part  of  Owner, the tenant or other party thereto of which  agent  becomes
aware.

          (r)  Use reasonable efforts to comply with and require compliance with
the  requirements of leases of space in the Premises, ground leases,  reciprocal
easement  agreements  and  all other agreements affecting  or  relating  to  the
Premises  which  are  known  or made known to Agent  on  the  part  of  Tenants,
department  stores  and other parties thereto and enforce  compliance  with  the
rules and regulations, sign criteria and like standards for the Premises adopted
by Owner from time to time.

           (s)  Upon request, furnish Owner with an executed copy of each lease,
lease  renewal,  lease amendment, service contract and other  agreement  entered
into  on  or  after the date of this Agreement in connection with the operation,
management  and  leasing of the Premises, and use reasonable efforts  to  secure
from  tenants  and  parties to reciprocal easement agreements,  and  furnish  to
Owner,  any  certificates  of  insurance and renewals  thereof  required  to  be
furnished by the terms of their leases or agreements.  All such executed  copies
of  leases  shall  be maintained in Agent's main office, with  additional  lease
copies  together  with  insurance certificates also maintained  at  the  Agent's
office at the relevant property, if any such office exists.

           (t)  Inspect the Premises periodically and submit reports of findings
and   recommendations   to  Owner  which  shall  include,  without   limitation,
recommendations  as  to  required repairs, replacements or  maintenance.   Agent
shall keep and submit annual written reports of all material alterations made to
the Premises, no matter by whom effected.

           (u)   Erect barriers or chains for the purpose of blocking access  to
the  common  areas of and buildings included in the Premises as  local  law  may
require,  or, as directed in writing by owner, in order to avoid the  dedication
of  the  same for public use and furnish appropriate evidence of same  to Owner.
Agent  shall give any advance notice of the erection of such barriers or  chains
which may be required under reciprocal easement agreements or ground leases with
department stores.

          (v)  Use its reasonable efforts to obtain from tenants of the Premises
and  department  stores which are parties to reciprocal easement  agreements  or
ground  leases  waivers of their insurers' rights of subrogation in  respect  to
policies  of  fire  and  extended coverage and other property  damage  insurance
carried by them in favor of Owner, Agent and any department store or tenant  for
which Owner is obligated to attempt to obtain such waivers under a ground lease,
reciprocal easement agreement or space lease.

          (w)  Assist owner in preparing any statements required to be submitted
by  Owner  under  the  terms  of mortgages, ground leases,  reciprocal  easement
agreements and leases.

            (x)   Perform  its  duties  in  renting,  managing,  operating   and
maintaining  the  Premises  applying prudent and reasonable  business  practices
which are consistent with those followed in respect of the Premises prior to the
date  of  this  Agreement, using reasonable care and diligence in  carrying  out
properly and efficiently its responsibilities under this Agreement.  Agent shall
maintain  those portions of the common areas of the Premises which  are  Owners'
obligation to maintain in a clean, safe and attractive condition, use reasonable
efforts  to  enforce  the  provisions of applicable leases,  ground  leases  and
reciprocal easement agreements so as to cause tenants and department  stores  to
maintain their premises and common areas, if any, in similar condition,  arrange
for  necessary security for the Premises and their common areas and arrange  for
cleaning  and  snow removal for the parking areas and roadways of the  Premises.
Agent shall recommend to Owner from time to time such procedures with respect to
the  Premises  as Agent may deem advisable for the more efficient  and  economic
management and operation thereof.

           (y)  Where leasing guidelines or any Legal Requirement (as defined in
paragraph  2.1  (m)  hereof)  now or hereafter in  effect  require  that  tenant
security  deposits be maintained, a separate interest-bearing account  for  such
security deposits (the "Security Deposit Account") shall be opened by Agent at a
bank approved by Owner.  The Security Deposit Account shall be maintained in the
name of Agent in accordance with the relevant lease or Legal Requirement, as the
case  may  be,  and shall be used only for tenant security deposits.   The  bank
shall  be  informed that the funds in the Security Deposit Account are  held  in
trust  for  Owner.   Agent  shall have the authority to  remit  to  tenants  any
interest  to  which they are entitled on their security deposit,  in  accordance
with  their leases or any Legal Requirement, but Agent shall obtain the  written
approval  of  Owner prior to the return of such deposits or any  other  security
(including  letters  of  credit) to any tenant when the amount,  in  any  single
instance, exceed $50,000.00.

     Owner recognizes and understands that Environmental Service (as hereinafter
defined)  are  not actions or services that Agent is required to  perform  under
this Agreement and Owner further recognizes and understands that Agent is not  a
consultant  or a contractor that performs Environmental Services.  Upon  Owner's
request, Agent agrees to obtain and coordinate for and on behalf of Owner,  such
Environmental  Services as Owner may request or require.  Owner shall  reimburse
Agent  for its administrative costs in connection with the coordination of  such
Environmental Services as provided in Exhibit A, paragraph 11 of the  Agreement.
In  addition, Owner shall reimburse Agent for the costs of outside professionals
retained  to perform Environmental Services.  Environmental Services is  defined
to  be  those  acts  or actions involving the presence use,  exposure,  removal,
restoration, or introduction of Hazardous materials (as hereinafter defined) and
the investigation of and compliance with any and all applicable rules, laws,  or
regulations  of  local,  state or federal authorities which  apply  or  regulate
Hazardous  Materials.  Hazardous Materials means any hazardous, radioactive,  or
toxic  substance,  material or waste listed in the United States  Department  of
Transportation  Hazardous  Materials Table; or by the  Environmental  Protection
Agency  as  hazardous substances; or such substances, materials and waste  which
are  or  become regulated under applicable local, state or federal law including
materials which are petroleum products, asbestos, polychlorinated biphenyls,  or
designated  as  hazardous  substances under the  Clean  Water  Act;  or  defined
hazardous waste under the Resource Conservation and Recovery Act; or defined  as
hazardous   substances   under   the   Comprehensive   Environmental   Response,
Compensation and Inability Act.

      2.2   Agent agrees, on behalf of Owner and at Owner's expense, to  procure
and  continue  to maintain in force a comprehensive general liability  insurance
policy  or polices with respect to the Premises.  Such policy or policies  shall
provide  for  coverage in the amount and with such insurers as are  required  of
Owner  under  the  Loan Documents (as defined in that certain  Credit  Agreement
dated  as of November 17,1997, by and between Owner, Agent, and other borrowers,
signatories thereto, as Borrowers, and General Electric Capital Corporation,  as
Lender,  as  may  be  amended, changed or modified  from  time  to  time,  "Loan
Documents"),   but   in   any  event,  not  less  than   ten   million   dollars
($10,000,000.00) combined single limit coverage per occurrence for bodily injury
and  property  damage.   The  polices  shall include  coverage  for  contractual
liabilities assumed with respect to the Premises, including, but not limited to,
the obligations created by the indemnity set forth in Section 3.3 hereof as used
in this Agreement.

      Further, at all times during the term of this Agreement, Agent shall  keep
or  cause  to  be kept insured, at Owner's cost and expense, all  buildings  and
improvements  on  the Premises against loss or damage by fire, windstorm,  hail,
explosion,  damage from aircraft and vehicles and smoke damage, and  such  other
risks  as are from time to time included in "extended coverage" endorsements  in
an amount sufficient to replace said improvements.

      All  insurance  provided for in this Section 2.2 shall be  effected  under
valid  and  enforceable polices issued by insurers of recognized  responsibility
and  shall provide respectively, for the waiver of all rights of subrogation  by
Owner  or  parties  claiming through Owner against  Agent  and  its  agents  and
employees.   Owner and Agent hereby waive all rights of recovery as against  the
other  party hereto arising from loss or damage caused by the perils  enumerated
in  this  Section 2.2 and agree that any policies obtained with respect to  such
perils  shall be endorsed accordingly, if such endorsements are available.   Any
insurance  required to be maintained hereunder may be taken out under a  blanket
insurance  policy  or  polices covering other properties of  the  insured.   Any
policy required by this Section 2.2 shall provide that such policy shall not  be
canceled without at least thirty (30) days' prior notice to Owner and Agent and,
in  any  event,  shall  provide that all parties insured thereby  shall  receive
notice  no  less  than fifteen (15) days prior to the expiration  dates  of  the
expiring policies.

      2.3  Agent agrees to render monthly reports relating to the management and
operation  of  the  Premises for the preceding calendar month on or  before  the
twenty-fifth  (25th) day of each month in form as Owner and Agent will  mutually
agree.  Agent agrees that Owner shall have the right to require the transfer  to
Owner at any time of any funds in the Bank Account considered by Owner to be  in
excess  of an amount reasonably required by Agent for disbursement in connection
with  the Premises.  Agent agrees to keep records with respect to the management
and  operation  of  the Premises as prescribed by owner,  and  to  retain  those
records  for periods specified by Owner.  Owner shall have the right to  inspect
such  records  and  audit the reports required by this Section  during  business
hours  for  the  life of this Agreement and thereafter during  the  period  such
records are to be retained pursuant to this Section.  In addition, Agent  agrees
that  such records may be examined from time to time during the period aforesaid
by  any  of  the supervisory or regulatory authorities having jurisdiction  over
Owner.

      2.4   Agent  shall  ensure  such  control over  accounting  and  financial
transactions  as is reasonably required to protect Owner's assets from  loss  or
diminution due to gross negligence or willful misconduct on the part of  Agent's
associates  or  employees.   Losses  caused  by  gross  negligence  or   willful
misconduct shall be borne by Agent.

      2.5   Agent shall establish and prepare, in the form authorized by  Owner,
with  such additional changes as may be reasonably requested by Owner, operating
and  capital  improvement  budgets  for the  promotion,  operation,  repair  and
maintenance  of  the  Premises for each calendar year.   Preliminary  and  final
budgets will be due 45 and 30 days, respectively, prior to commencement  of  the
calendar year to which they relate.  Such budgets shall be prepared on  both  an
accrual  basis  showing a month-by-month projection of income and  expenses  and
capital  expenditures.  At least 30 days prior to the end of  each  year,  Agent
shall  meet  with  Owner to review such budgets for the subsequent  year.   Upon
receiving Owner's approval, Agent shall use its best efforts to comply with such
final budgets.

           (a)   Agent  shall  meet  with Owner on a  regular  basis,  not  less
frequently  than semi-annually and otherwise upon reasonable call by  Owner,  to
review the operations of the Premises, to review and, if appropriate, revise  in
light  of actual experience the annual operating and capital improvement budgets
theretofore  approved  by Owner and to consider other matters  which  Owner  may
raise.

           (b)   Upon approval of the operating budget by Owner, and unless  and
until  revoked or revised by Owner, Agent shall have the right, without  further
consent  or approval by Owner to incur and pay the operating expenses set  forth
in the approved operating budget, subject to paragraph 2.1(g) above.

          (c)  At the request of Owner from time to time Agent shall prepare and
submit to Owner (i) operating projections for the Premises for the ensuing  five
(5)  years, such projections to be made on a year-by-year basis and to be  based
on  Agent's  best  judgment  as to the future, taking into  consideration  known
circumstances  and circumstances Agent can reasonably anticipate are  likely  to
occur, and (ii) a schedule in reasonable detail of capital improvements, repairs
and  replacements  not  provided for in the current capital  improvement  budget
which  Agent  reasonably anticipates will be required or should be made  in  the
foreseeable future, with Agent's opinion as to the relative priority and cost of
each thereof.

      2.6   Agent shall also participate in Owner's property review programs  to
the  extent  requested by Owner.  Such review shall include  asset,  investment,
financial  and  strategy profiles in form satisfactory to  Owner.   Agent  shall
respond,  within  10  days, to Owner's management evaluation reports  concerning
actions  to be taken by Agent to correct or modify its management standards  for
the  operations,  leasing or financial services provided for the  Premises.   If
Owner shall request that Agent's home office or regional office personnel travel
to  the  Premises to participate in Owner's property review programs or for  any
other reason (unless such reason is for normal supervision), the reasonable cost
of  meals, travel and hotel accommodations expenses incurred by such home office
personnel in connection with such travel shall be reimbursed to Agent by  Owner.
Agent  shall,  however, bear the full cost and expenses  incurred  by  its  home
office  or  regional  office personnel in connection with their  travel  to  the
Premises  to  the  extent such travel is required by the Agent  for  the  normal
supervision of the management and leasing of the Premises.

      2.7   Agent  agrees to use its best efforts to have all space  within  the
Premises  rented  to desirable tenants, satisfactory to Owner,  considering  the
nature of the Premises, and in connection therewith:

           (a)   To  negotiate, as the exclusive agent of Owner, all leases  and
renewals  of  leases  at  the  appropriate time, it being  understood  that  all
inquiries to Owner with respect to leasing any portion of the Premises shall  be
referred  to  Agent.  Except for license agreements for temporary  tenants,  all
leases  and renewals for lease terms in excess of one (1) year must be  prepared
in accordance with Exhibit C by Agent and in accordance with the annual approved
budget and be submitted to Owner's representative for execution by Owner.  Agent
is authorized to negotiate and execute license agreements prepared in accordance
with  Exhibit C for temporary tenants and/or short term promotional  activities.
If Agent shall receive a prospective tenant reference from a property other than
the  Premises, which Agent or any subsidiary or affiliate manages,  Agent  shall
promptly  declare its potential conflict of interest to Owner  and  Owner  shall
determine  if  negotiations with such prospective tenant shall be undertaken  by
Agent,  Owner,  or a third party approved by Owner.  References  of  prospective
tenants,  as  well  as  their varying use requirements,  shall  be  investigated
carefully  by  Agent.   Agent also is authorized to  negotiate  and  execute  on
Owner's behalf lease amendments which:  (i) change a Tenant's commencement  date
by  sixty (60) days or less (or for such longer period as is approved by Owner);
(ii)  change  a  Tenant's permitted use by allowing the sale of such  additional
items  as  are  reasonably related to the Tenant's primary  and  principal  use,
provided Agent has no reason to know of any lease at the center prohibiting such
use;  (iii)  change  a  tenant's  marketing  charge  or  promotional  charge  or
advertising obligation.

      Owner acknowledges and understands that Agent manages properties for third
parties.   Owner further acknowledges and understands that Agent  routinely  and
customarily  negotiates tenant leases from multiple locations involving  two  or
more  properties (one or more of which may be the Premises and one  or  more  of
which  may  be  properties owned by Agent or by others).   Agent  conducts  such
multiple  location negotiations in good faith for the benefit and  interests  of
Owner  and  other property owners, including Agent.  Agent shall be entitled  to
assume  that such leasing practices are approved and acceptable to Owner, unless
and until Owner specifically disapproves the practice and so notifies Agent.

           (b)   With  Owner's  prior  approval, to advertise  the  Premises  or
portions thereat for rent, by means of periodicals, signs, plans, brochures  and
other means appropriate to the Premises.  Owner acknowledges and agrees that the
Premises may be included in brochures or other advertising media of Agent, which
may include other properties being offered for lease by Agent.

           (c)   In  no event shall Agent engage or utilize the services  of  an
outside  broker  in  connection  with any lease without  Owner's  prior  written
consent.  In any case in which Owner requests or gives such consent, Agent shall
cause  such  broker  to  enter into a written agreement  with  Owner,  on  terms
reasonably  satisfactory to Owner, with respect to such broker's commission  and
Owner  shall be responsible for the payment of such commission pursuant  to  the
terms of said agreement.

           (d)  Agent will, in each instance, negotiate for the inclusion in all
leases entered into by Owner of a provision to the effect that recourse on  such
obligation  shall  be  had only against the property to  which  such  obligation
relates  and  no  recourse shall be sought against Owner  or  any  other  person
holding, directly or indirectly, a beneficial interest in the property.

           (e)   Agent will, upon the request of Owner, undertake to find buyers
for  the  sale of any of the Owner's outparcels, peripheral land or  such  other
real  estate  situate upon the Premises, ("Sale Property"), and, in addition  to
any  other compensation provided to be paid to Agent under this Agreement, Owner
agrees to pay to Agent as compensation for its services hereunder, a fee at  the
rate  specified  in  Paragraph  7(iii) of  Exhibit  "A",  attached  hereto.   In
performing its duties hereunder, Agent shall perform the following:

               (i)  Submit to Owner for approval, a pricing schedule on the Sale
Property;

               (ii) Upon request, submit to Owner for approval, contract form(s)
to be used in the sale of the Sale Property;

                (iii)      Upon  request, furnish Owner with  a  written  report
regarding its progress in such sale activities;

                (iv) Negotiate on behalf of Owner, the sale of the subject  Sale
Property; and

               (v)  Provide legal services, limited to:

                    (a)  Preparation of the Purchase and Sale Agreement;
                    (b)  Deed and Easement(s) preparation;
                    (c)  Preparation and submittal to Owner of the Seller's
                           closing statement;
                    (d)  Preparation of closing instructions;
                    (e)  Coordination of title work;
                    (f)  Upon approval of Owner, retain local counsel,
                           whose fees will be reimbursed by Owner; and
                    (g)  Submit to Owner, for final execution, all
                           documents necessary to consummate the
                           transaction.

      Agent shall pursue these duties and obligations with diligence and in  the
best interests of Owner.

     2.8  Agent agrees, for itself and all persons retained or employed by Agent
in  performing its services, to hold in confidence and not to use or disclose to
others  any  confidential  or proprietary information  of  Owner  heretofore  or
hereafter  disclosed to Agent ("Confidential Information"), including,  but  not
limited  to, any data, information plans, programs, processes, costs, operations
or  the names of any tenants which may come within the knowledge of Agent in the
performance  of,  or  as  a result of, its services, except  where  required  by
judicial  or  administrative  order, or where  Owner  specifically  gives  Agent
written  authorization  to  disclose any of the  foregoing  to  others  or  such
disclosure as is required in the direct performance of Agent's duties hereunder.
If  Agent  is  required by a judicial or administrative order  to  disclose  any
Confidential Information, Agent will promptly notify Owner thereof, consult with
Owner  on the advisability of taking steps to resist or narrow such request  and
cooperate  with  Owner in any attempt it may make to obtain an  order  or  other
assurance  that  confidential  treatment will be accorded  to  the  Confidential
Information disclosed.

      2.9   If at any time there shall be insufficient funds available to  Agent
from  collections to pay any obligations of Owner required to be paid under this
Agreement, Agent shall promptly notify Owner and Agent shall not be obligated to
pay such obligations unless Owner furnishes Agent with funds therefor.

      2.10  Agent assumes no responsibility under this Agreement other  than  to
render the services called for hereunder in good faith, and Owner shall make  no
claim  against Agent on account of any alleged errors of judgment made  in  good
faith in connection with Agent's obligations hereunder and with the operation of
the Premises.  Agent shall not be liable to Owner or others except by reason  of
acts  constituting willful misfeasance or gross negligence on the part of Agent,
and  Owner agrees to indemnify, defend and hold harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof)and  employees  from  and
against  all  claims, actions, causes of action, costs and expenses  (including,
but  not  limited to, reasonable attorney's fees) directly or indirectly arising
from  the  claims  of any third party, except only those claims where  liability
arises  from  acts constituting willful misfeasance or gross negligence  on  the
part of Agent.

                                   ARTICLE III
                                        
                               OWNER'S AGREEMENTS
                                        
     3.1  Owner, at its option, may pay directly all taxes, special assessments,
ground  rents,  insurance premiums and mortgage payments.  If Owner  makes  such
election,  Agent shall advise Owner of the due dates of such taxes  assessments,
insurance premiums and mortgage payments.

      3.2   Owner  shall  bear  the cost of all premiums relating  to  insurance
procured  by Agent for Owner pursuant to Section 2.2 hereof.  Owner  shall  look
solely  to  such  insurance for indemnity against any  loss  or  damage  to  the
Premises  and shall obtain waivers of subrogation against the Agent  under  such
policies if available at no additional cost to Owner.

      3.3   Owner  agrees to indemnify and save harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof) and employees  from  and
against  all  claims,  losses and liabilities resulting  from:   (i)  damage  to
property or injury to, or death of, persons from any cause whatsoever when Agent
is  carrying out the provisions of this Agreement or acting under the  direction
of  Owner in or about the Premises; (ii) claims for defamation and false  arrest
when Agent is carrying out the provisions of this Agreement or acting under  the
direction  of  Owner; and (iii) claims occasioned by or in  connection  with  or
arising  out of acts or omissions, other than criminal acts, of the  Agent  when
Agent  is  carrying  out the provisions of this Agreement or  acting  under  the
direction  of  Owner  (except in cases of Agent's willful  misconduct  or  gross
negligence), and to defend or cause to be defended, at no expense  to  Agent  or
such  persons,  any claim, action or proceeding brought against  Agent  or  such
persons  or Agent and Owner, jointly or severally, arising out of the foregoing,
and  to  hold  Agent  and  such  persons harmless from  any  judgment,  loss  or
settlement on account thereof.

       Notwithstanding  the  foregoing,  Owner  shall  not  be  responsible  for
indemnifying or defending Agent or such persons in respect of any matter,  claim
or  liability  in  respect of which Agent is obligated  to  indemnify  Owner  as
provided in the following sentence.  Agent agrees to indemnify and save harmless
Owner  from and against all claims, losses and liabilities resulting from injury
to,  or death of, persons in or about the Premises or for deformation and  false
arrest  in  each  case caused in whole or in part by the willful misfeasance  or
gross  negligence  of Agent, and to defend, at no expense to Owner,  any  claim,
action  or  proceeding  brought against Owner or Owner  and  Agent,  jointly  or
severally,  arising out of the foregoing, and to hold Owner  harmless  from  any
judgments, loss or settlement on account thereof.

       Notwithstanding  the  foregoing,  Agent  shall  not  be  responsible  for
indemnifying  or  defending Owner in respect of any matter, claim  or  liability
which is covered by any public liability insurance policies carried by Owner and
under  which  Agent  is  named  as an additional insured.   The  indemnification
obligations  of  Owner and Agent under this Section 3.3 shall in  each  case  be
conditioned upon (a) prompt notice from the other party after such party  learns
of  any  claim  or basis therefor which is covered by such indemnity,  (b)  such
party's not taking any steps which would bar Owner or Agent, as the case may be,
from  obtaining recovery under applicable insurance policies or would  prejudice
the  defense  of  the  claim in question, and (c) such  party's  taking  of  all
necessary steps which if not taken would result in Owner or Agent, as  the  case
may be, being barred from obtaining recovery under applicable insurance policies
or would prejudice the defense of the claim in question.  The provisions of this
Section 3.3 shall survive the expiration or termination of this Agreement.

      3.4   Owner  shall  provide such office space on the Premises  as  may  be
necessary  for  Agent  to properly perform its functions under  this  Agreement.
Agent shall not be required to pay for utilities, telephone service or rent  for
the  office area on the Premises occupied by Agent.  Agent shall have the  right
to use the fixtures, furniture, furnishings and equipment, if any, which are the
property of Owner in said office space.  Owner shall also provide space  on  the
Premises  for  use as community rooms and information and service centers  where
the  use of such space is determined by Owner to be in the best interest of  the
Premises.   All  income derived from the utilization and/or  operation  of  such
community rooms and/or information or service centers shall belong to the  Owner
and all expenses relating thereto shall be borne by Owner.

      3.5   Except as otherwise provided in this Agreement, everything  done  by
Agent  in  the  performance  of its obligations under  this  Agreement  and  all
expenses  incurred pursuant hereto shall be for and on behalf of Owner  and  for
its  account.   Except as otherwise provided herein, all debts  and  liabilities
incurred  to  third parties in the ordinary course of business of  managing  the
Premises  as  provided herein are and shall be obligations of Owner,  and  Agent
shall  not  be  liable  for any such obligations by reason  of  its  management,
supervision or operation of the Premises for Owner.

                                   ARTICLE IV
                                        
                                  COMPENSATION
                                        
      4.1   In  addition to any other compensation provided to be paid to  Agent
under  this  Agreement,  Owner agrees to pay to Agent as  compensation  for  its
management  services hereunder, a fee at the rate specified in  paragraph  5  of
Exhibit A attached hereto.  Said fee shall be payable monthly no later than  the
twenty-fifth  (25th)  day of the following month, and  shall  be  based  on  the
following  components of income from the preceding calendar month determined  in
accordance  with  GAAP.   It  is understood that the  management  fee  shall  be
calculated  upon  the  following items:  (i) minimum rents  from  all  permanent
tenants  (anchor, mall shops, ground leases and all other tenants);  (ii)  Lease
buyout  income; (iii) Percentage rents in lieu of minimum rents; (iv) Percentage
rents;  (v) all cost recovery income (CAM, taxes, food court, security,  other);
(vi) income from all temporary tenants (initial term of one year or less); (vii)
income  from all promotional activity; (viii) miscellaneous mall income such  as
payphone commissions, stroller rentals, etc. and (ix) bad debts expense  related
to  any of the above revenue items.  The following items shall not be subject to
management  fees:  (i) business interruption insurance income;  (ii)  recoveries
from  insurance  companies for casualty and other losses;  (iii)  payments  from
tenants for leasehold improvements and related services provided by Agent;  (iv)
payments  from  tenants to Merchants' Associations or to  Marketing  Funds;  (v)
tenant security deposits; (vi) straight line rental income or losses, and  (vii)
operating covenant and amortization (classified as a reduction of minimum rent).
Agent  shall  withdraw said fee from the operating account for the Premises  and
shall account for same as provided for in Section 2.3 hereof.

      4.2  The following expenses or costs incurred by or on behalf of Agent  in
connection  with the management and leasing of the Premises shall  be  the  sole
cost and expense of Agent and shall not be reimbursable by Owner and Agent shall
indemnify Owner for such expenses and costs:

           (a)   cost  of  gross  salary  and wages, payroll  taxes,  insurance,
worker's  compensation,  pension benefits and  any  other  benefits  of  Agent's
employees, except that Owner will reimburse Agent for all costs of employees who
provide  either  full  or part time services on-site at  any  of  the  Premises.
Within the category of "on-site" personnel, Agent may include the pro-rata costs
for regional personnel performing required services at the Premises on a regular
basis (but which personnel may share time working at other properties managed by
Agent); provided, however, that the costs for any employees who are based at  or
work  from Agent's home office shall not be included, and provided further  that
the  pro-rata costs for any such regional personnel are included and  identified
as such within the annual operating budget as approved by Owner.

           (b)  general accounting and reporting services, as such services  are
considered to be within the reasonable scope of Agent's responsibility to Owner;

           (c)   costs  of  forms, stationery, ledgers, supplies, equipment  and
other "general overhead" items used in Agent's home office or regional offices;

           (d)   cost or pro rata cost of telephone and general office  expenses
incurred in the Premises by Agent for the operation and management of properties
not owned by Owner;

           (e)  cost of all bonuses, incentive compensation, profit sharing,  or
any pay advances by Agent to Agent's employees, except such costs pertaining  to
employees employed by Agent in accordance with Paragraph 2.1 (b) hereof;

           (f)   cost  attributable to losses arising from criminal acts,  gross
negligence or fraud on the part of Agent or Agent's associates or employees;

           (g)  cost for meals, travel and hotel accommodations for Agent's home
office  or regional office personnel who travel to and from the Premises, except
as provided in Section 2.6;

          (h)  cost of automobile purchase and/or rental, except if furnished or
approved by Owner;

           (i)   except  as  otherwise provided in Exhibit  A  attached  hereto,
expenses  incurred in connection with the leasing of the Premises, it  is  being
understood  and agreed, however, that Agent shall be reimbursed for  advertising
expenses incurred in connection with the leasing of the Premises;

           (j)   cost  of liability or other insurance carried by Agent,  except
costs  incurred  by Agent in satisfaction of its obligations under  Section  2.2
hereof; and

           (k)   cost  of  bonds purchased pursuant to Section  2.1(i)  of  this
Agreement.

                                    ARTICLE V
                                        
                         DURATION, TERMINATION, DEFAULT
                                        
     5.1  This Agreement shall become effective on the date hereof.

     5.2  Subject to earlier termination as hereinafter provided, this Agreement
shall  have  an  initial  term  ending on January 31,  1998.   Thereafter,  this
Agreement shall continue year-to-year on the same terms and conditions as herein
contained subject to being terminated by either Agent or Owner upon no less than
six  (6)  months  written  notice.  The Agent may not terminate  this  Agreement
except in the case of non-payment of management fees for a period of ninety (90)
days  after notice of such non-payment to Owner and Lender.  In addition, Lender
shall  have the right to terminate (or direct Owner to terminate, as applicable)
this  Agreement:   (i) upon the insolvency of Agent, (ii) the occurrence  of  an
Event  of Default (as defined in the Loan Documents), (iii) the failure  of  the
Premises to meet the Net Operating Income requirements  (as defined in the  Loan
Documents),  or  (iv)  pursuant to the provisions of the Manager's  Consent  and
Subordination of Management Agreement.

      5.3   It shall be an Event of Default under this Agreement on the part  of
Agent  if Agent shall default in any material respect in performing any  of  its
obligations under this Agreement and such default shall not be cured  within  30
days after written notice thereof is given by Owner to Agent (or, if the default
in  question  is  curable  but is of such nature that it  cannot  reasonably  be
completely  cured  within such 30-day period, if Agent does not  promptly  after
receiving such notice commence to cure such default and thereafter proceed  with
reasonable diligence to complete the curing thereof within 180 days after notice
is given by Owner to Agent).  If an Event of Default by Agent shall occur, Owner
shall  have  the  right to terminate this Agreement by written notice  given  to
Agent,  and  upon the giving of such notice this Agreement and the  term  hereof
shall terminate without any obligation on the part of Owner to make any payments
to Agent hereunder except as hereinafter provided.

      5.4   If  at  any  time during the term of this Agreement any  involuntary
petition  in  bankruptcy  or similar proceeding shall  be  filed  against  Agent
seeking its reorganization, liquidation or appointment of a receiver, trustee or
liquidator  for  it  or  for all or substantially all of its  assets,  and  such
petition shall not be dismissed within 90 days after the filing thereof,  or  if
Agent shall:

          (a)  apply for or consent in writing to the appointment of a receiver,
trustee or liquidator of all or substantially all of its assets;

           (b)  file a voluntary petition in bankruptcy or admit in writing  its
inability to pay its debts as they become due;

          (c)  make a general assignment for the benefit of creditors;

           (d)   file  a  petition  or an answer seeking  reorganization  or  an
arrangement with creditors or take advantage of any insolvency law; or

           (e)   file an answer admitting the material allegations of a petition
filed against it in any bankruptcy, reorganization or insolvency proceedings;
then  upon the occurrence of any such event, Owner, at its option, may terminate
this  Agreement  by written notice given to Agent, and upon the giving  of  such
notice this Agreement and the term hereof shall terminate without any obligation
on  the  part  of  Owner  to  make any payments to  Agent  hereunder  except  as
hereinafter provided.

      5.5  Owner shall have the additional right to terminate this Agreement  on
at  least  10  days'  written notice to Agent, if Agent  without  Owner's  prior
written  consent  shall  assign or attempt to assign its rights  or  obligations
under this Agreement or subcontract (except for normal service agreements or  as
otherwise  specified in this Agreement) any of the services to be  performed  by
Agent.   Owner shall also have the right to terminate this Agreement as  to  any
property  included  within the Premises on at least 10 days' written  notice  to
Agent if (a) such property shall be damaged or destroyed to the extent of 25% or
more  by  fire or other casualty and Owner elects not to restore or repair  such
property or (b) there shall be a condemnation or deed in lieu thereof of 25%  or
more of such property.

      5.6   Agent  acknowledges and agrees that Owner shall have  the  right  to
subordinate and/or assign this agreement in connection with the Loan  Documents.
Agent  further  agrees to execute such further instruments as  Owner  or  Lender
deems  necessary to effectuate such subordination, provided that  in  the  event
Lender  becomes  entitled to possession of the Premises,  the  Lender  shall  be
entitled, at its option,  to retain Agent to manage the Premises, in which  case
the   Agent  shall be entitled to the compensation set forth in  this  Agreement
during all periods in which Agent is providing services to the Premises for  the
Lender.   Moreover,  notwithstanding anything to the contrary contained  herein,
for so long as any amounts remain outstanding under the Loan Documents, (i) this
Agreement  and  all  fees payable by Owner hereunder shall  be  subject  to  and
subordinate  to  any  mortgage liens on the Premises  established  by  the  Loan
Documents and (ii) Agent shall comply with any and all applicable provisions  of
the  Loan  Documents and in the event there is a conflict between the  terms  of
this  Agreement  and the terms of the Loan Documents, the Loan  Documents  shall
control.

      5.7  Upon any termination of this Agreement pursuant to the provisions  of
this  Article  V, Owner shall remain obligated to pay to Agent  fees  and  other
amounts due to Agent hereunder which accrued prior to the effective date of such
termination.   Nothing contained in this Section 5.7 shall be deemed  to  waive,
affect  or impair (a) Owner's rights to seek recourse against Agent for  damages
or  other  relief  in  the event of the termination of this Agreement  by  Owner
pursuant  to  Section  5.3, 5.4 or 5.5 hereof, and (b)  Agent's  right  to  seek
recourse  against  Owner  for  damages or other  relief  in  the  event  of  the
termination of this Agreement by Agent pursuant to Section 5.2 hereof.

      5.8   Upon the expiration or earlier termination of this Agreement,  Agent
shall  forthwith  surrender  and deliver to Owner  any  space  in  the  Premises
occupied  by  Agent and shall make delivery to Owner or to Owner's  designee  or
agent, at Agent's home or regional offices or at its offices at the Premises, of
the following:

           (a)   a  final accounting, reflecting the balance of income from  and
expenses  of  the Premises as at the date of expiration or termination  of  this
Agreement;

           (b)   any funds of Owner or tenant security or advance rent deposits,
or both, held by agent with respect to the Premises; and

           (c)  all Confidential Information (in whatever medium stored) and all
other records, contracts, leases, ground leases, reciprocal easement agreements,
receipts  for  deposits, unpaid bills, lease summaries,  canceled  checks,  bank
statements,  paid  bills and all other records, papers  and  documents  and  any
microfilm  and/or  computer disk of any of the foregoing  which  relate  to  the
Premises  and  the operation, maintenance, management and leasing  thereof;  all
such data, information and documents being at all times the property of Owner.

      In  addition, Agent shall furnish all such information and take  all  such
action as Owner shall reasonably require to effectuate an orderly and systematic
termination of Agent's duties and activities under this Agreement.

      5.9  This Agreement shall terminate at the election of Owner as to any  of
the  properties set forth in Exhibit A upon thirty (30) days written  notice  to
the  Agent if such properties are sold by Owner to a non-affiliated third  party
purchaser  or  (unless the Lender shall otherwise notify the Agent  in  writing)
automatically  if such properties were acquired  on foreclosure  of  a  mortgage
encumbering all or a portion of the Premises.  In the event such properties  are
sold  by  Owner to a non-affiliated third party purchaser and this Agreement  is
not  thereby  terminated by Owner, the Agent shall have the right  to  terminate
this  Agreement as to such properties upon sixty (60) days prior written  notice
which  notice must be given within ninety (90) days after the date of such  sale
is  consummated.   If such properties are sold, Agent will not  be  entitled  to
sales  commission  unless the Agent has been retained by  Owner  pursuant  to  a
separate commission arrangement.  This Agreement shall remain in full force  and
effect as to all properties not terminated pursuant to this Section 5.9.

      5.10  The  provisions of this Article V shall survive  the  expiration  or
termination of this Agreement.

                                   ARTICLE VI
                                        
                                   ASSIGNMENT
                                        
      6.1  Agent, except for a transfer to a "Permissible Transferee", shall not
assign its rights or obligations under this Agreement, either directly or  by  a
transfer  of  shares of beneficial interest or voting control either voluntarily
or  by  operation  of law.  Any change other than to a "Permissible  Transferee"
shall  constitute  a breach of this Agreement by Agent and Owner  may  terminate
this  Agreement in accordance with Section 5.5  A "Permissible Transferee" shall
mean  any corporation, partnership, trust or other entity, more than 50% of  the
outstanding  stock  of which, or more than 50% interest in which,  is  owned  or
controlled by Agent.

      6.2   In  the event of a sale or conveyance of any of the Premises,  Owner
shall  have  the  right to cancel or assign this Agreement and  its  rights  and
obligations  hereunder to any person or entity to whom or which Owner  sells  or
conveys  such  property  or properties.  Upon such assignment,  Owner  shall  be
relieved  of its obligations under this Agreement with respect to such  property
or  properties that accrue from and after the date of such assignment,  provided
that the assignee shall assume the obligations of Owner under this Agreement and
shall  agree to perform and be bound by all of the terms and provisions  hereof,
effective  from  and after the date of such assignment and an executed  copy  of
such  assumption  agreement shall be delivered to Agent.   Agent  shall  not  be
entitled to a "termination fee" in connection with an assignment or cancellation
as  set  forth in this Section 6.2, but otherwise shall be entitled  to  collect
from  Owner  such  fees  and expenses, including termination  and/or  relocation
expenses of Agent's full-time employees, if any, as Agent has earned pursuant to
this Agreement prior to the date of such assignment or cancellation.

                                   ARTICLE VII
                                        
                                  MISCELLANEOUS
                                        
      7.1   Owner's  representative ("Owner's Representative"), whose  name  and
address is set forth in paragraph 2 of Exhibit A attached hereto, shall  be  the
duly authorized representative of Owner for the purpose of this Agreement.   Any
statement,  notice, recommendation, request, demand, consent or  approval  under
this  Agreement shall be in writing and shall be deemed given by Owner when made
or  given  by  Owner's  Representative or any officer  of  Owner  and  delivered
personally to an officer of Agent or mailed, addressed to Agent, at his  address
first  above  set forth.  Either party may, by notice to the other, designate  a
different address for the receipt of the aforementioned communications and Owner
may,  by  notice  to  Agent, from time to time, designate  a  different  Owner's
Representative  to  act  as such.  All communications mailed  by  one  party  to
another  shall  be  sent by first class mail, postage prepaid  or  Express  Mail
Service, or other commercial overnight delivery service, except that notices  of
default shall be sent by registered or certified mail, return receipt requested,
postage  prepaid,  Express Mail Service or other commercial  overnight  delivery
service with receipt acknowledged in writing.  Communications so mailed shall be
deemed  given or served on the date mailed.  Notwithstanding the foregoing,  any
notices,  requests,  consents, approvals and other  communications,  other  than
notices  of  default  or approvals of annual budgets, and other  communications,
approvals  or  agreements  which are required by  the  express  terms  of  other
provisions  of  this  Agreement to be in writing,  may  be  given  by  telegram,
telephonic  communication or orally in person.  Agent and Owner shall furnish to
the  other  the names and telephone numbers of one or more persons  who  can  be
reached  at  any  time during the term of this Agreement  in  the  event  of  an
emergency.

     7.2  Agent shall, at its own expense, qualify to do business and obtain and
maintain  such licenses as may be required for the performance by Agent  of  its
services.

      7.3  Each provision of this Agreement is intended to be severable.  If any
term   or  provision  hereof  shall  be  determined  by  a  court  of  competent
jurisdiction to be illegal or invalid for any reason whatsoever, such  provision
shall  be severed from this Agreement and shall not affect the validity  of  the
remainder of this Agreement.

      7.4   In the event either of the parties hereto shall institute any action
or   proceeding  against  the  other  party  relating  to  this  Agreement,  the
unsuccessful  party in such action or proceeding shall reimburse the  successful
party  for  its  disbursements  incurred in connection  therewith  and  for  its
reasonable attorney's fees as fixed by the court.

     7.5  No consent or waiver, express or implied, by either party hereto or of
any  breach or default by the other party in the performance by the other of its
obligations hereunder shall be valid unless in writing, and no such  consent  or
waiver shall be deemed or construed to be a consent or waiver to or of any other
breach  or  default in the performance by such other party of the  same  or  any
other  obligations of such party hereunder.  Failure on the part of either party
to  complain  of any act or failure to act of the other party 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.  The granting  of
any  consent or approval in any one instance by or on behalf of Owner shall  not
be  construed  to  waive  or limit the need for such consent  in  any  other  or
subsequent instance.

      7.6  The venue of any action or proceeding brought by either party against
the  other arising out of this Agreement shall be in the state or federal courts
of the Commonwealth of Pennsylvania.

      7.7   This Agreement may not be changed or modified except by an agreement
in  writing  executed  by each of the parties hereto and  consented  to  by  the
Lender.   This  Agreement constitutes all of the understandings  and  agreements
between the parties in connection with the agency herein created.

      7.8  This Agreement shall be binding upon and inure to the benefit of  the
parties  hereto and their permitted successors and assigns, but shall not  inure
to the benefit of, or be enforceable by, any other person or entity.

     7.9  Nothing contained in this Agreement shall be construed as making Owner
and  gent partners or joint ventures or as making either of such parties  liable
for  the  debts  or  obligations of the other, except as in  this  Agreement  is
expressly provided.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                         CROWN AMERICAN CROSSROADS, LLC
                              (Owner)
                              BY: CROWN AMERICAN PROPERTIES,
                              L.P., ITS SOLE MEMBER,
                                   BY: CROWN AMERICAN REALTY
                                   TRUST,ITS SOLE GENERAL
                                   PARTNER

                         By:  /s/ Ronald P. Rusinak
                              Ronald P. Rusinak
                              Vice President


                         CROWN AMERICAN PROPERTIES, L.P.
                              (Agent)
                         BY: CROWN AMERICAN REALTY TRUST,
                         as sole general partner


                         By:  /s/ Ronald P. Rusinak
                              Name:     Ronald P. Rusinak
                              Title:   Vice President


                                    EXHIBIT A
                                        
                                        
                                        

1.   Premises (1.1):

     a.   Crossroads Mall
          Beckley, West Virginia.

2.   Name and Address of Owner's Representative (7.1):

     Frank J. Pasquerilla
     Pasquerilla Plaza
     Johnstown, PA  15907.

3.   Limit of amount authorized for non-emergency purchases and repairs (2.1(a)
     and (c)):
     
     $50,000.00.

4.   Name of Banks (2.1(g)):

     PNC Bank, N.A.

5.   Management Fees (4.1):

     Owner agrees to pay Agent as compensation for its management services
     hereunder  an  amount equal to 5% of the amounts set forth in Section  4.1.
     Such management fee shall be payable monthly based on the income earned for
     the  categories described in Section 4.1, computed in accordance with GAAP.
     Agent  shall  be  entitled to receive the management fee on  the  pro  rata
     portion of percentage rents received by Owner after the termination of this
     Agreement but applicable to time periods prior to the termination  of  this
     Agreement based upon the actual number of days lapsed divided by 365.

6.   Legal and Tenant Coordination Expenses:

     Owner agrees to pay Agent, to defray in-house legal expenses and tenant
     coordination  expenses (a) with respect to each new lease  and  each  lease
     renewal  of  mall  shops and free-standing buildings (other  than  a  lease
     renewal or extension resulting from the exercise of an option contained  in
     such lease), an amount equal to  the Agent's actual costs of providing such
     services,  limited  however to the annual amount which  is  capitalized  as
     tenant allowance costs under the Owner's customary accounting practices  as
     Agent and Owner shall mutually agree and as recorded in the Owner's audited
     annual financial statements.  Such fees shall be payable monthly in arrears
     using  estimated fees per square foot, based on the estimated  annual  fee;
     the  monthly  estimated  fees shall be adjusted to a  final  actual  amount
     within  90  days after the Owner's fiscal year end.  Agent and Owner  shall
     use  their  best  efforts to estimate the monthly fee per square  foot  and
     shall  adjust  the amount periodically during the year as  mutually  agreed
     upon.

7.   Leasing and Land Sale Fees:

     (i)  Leasing Commission:

          Agent shall be entitled to commissions for leases secured, in addition
     to other fees and compensation provided in this Agreement,  equal to  the
     Agent's  actual  costs of providing leasing services related  to  permanent
     leases  (those with an initial term in excess of one year), limited however
     to  the  aggregate  amount which is capitalized as lease acquisition  costs
     under  the Owner's customary accounting practices as Agent and Owner  shall
     mutually  agree  and  as recorded in the Owner's audited  annual  financial
     statements.  Such fees shall be payable monthly in arrears using  estimated
     fees  per  square  foot,  based on the estimated annual  fee;  the  monthly
     estimated  fees shall be adjusted to a final actual amount within  90  days
     after  the  Owner's fiscal year end.  Agent and Owner shall use their  best
     efforts  to  estimate the monthly fee per square foot and shall adjust  the
     amount periodically during the year as mutually agreed upon.

          (ii) Brokerage Commissions:

            Owner  and  Agent  acknowledge  that  some  leasing  and  land  sale
     transactions will involve the use of an independent real estate  broker  or
     real estate sales agent, who will be paid a commission for introducing  and
     bringing  a  prospective tenant or purchaser to the  Premises.   Agent  may
     utilize  brokers in connection with carrying out its leasing and land  sale
     activities,  and  shall  be  reimbursed by Owner  for  the  cost  of  those
     Brokerage Commissions in the following circumstances:

          (a)  Agent was required to recognize the broker or sales agent as the
               representative of the prospective tenant or purchaser and was not
               allowed or permitted the opportunity to contact or negotiate with
               the tenant or purchaser except through the broker or sales agent,
               and this fact was disclosed to Owner.

          (b)  Agent disclosed to Owner the existence of the broker or sales
               agent  and the brokerage fee at the time the proposed leasing  or
               land sale  transaction was submitted to Owner for approval.
               
Except  as provided in (a) and (b) above, Agent shall assume the sole  cost  and
responsibility for broker commissions.

     (iii)     Land Sale Commission:

           For services provided pursuant to Section 2.7(e), Owner shall pay the
     Agent  a  sales commission equal to fifteen percent (15%) of  the  adjusted
     sales  price ("Sales Commission"), as compensation for overhead  associated
     with  the  services  of certain employees of Agent.  For  purposes  of  the
     foregoing  "adjusted sales price" shall mean the gross proceeds payable  to
     Owner  less  reasonable and necessary development costs paid  by  Owner  in
     connection with the transfer.  One-half (1/2) of the Sales Commission shall
     be  due  and  payable to Agent at the time a mutually binding Agreement  of
     Sale  with  respect  to  any  Sale Property  is  fully-executed,  with  the
     computation  of  such amount being based on the gross proceeds  payable  to
     Owner.   The balance of the Sales Commission shall be paid to Agent at  the
     time of closing of any such sale.

     8.   Excluded Services:

     Notwithstanding anything to the contrary contained herein, the parties
     acknowledge  that it is not within the contemplation of this  Agreement  or
     the  fee structure included herein that the Agent perform any services with
     respect  to the following:  any "due diligence" or similar efforts relating
     to  any  financing,  refinancing or sale or disposition  of  the  Premises;
     zoning  compliance  of  the Premises; performing or supervising  (including
     tenant   room  build-outs  or  remodeling)  any  extensive  alteration   or
     renovation to the Premises; asbestos and/or other environmental studies and
     any  related  abatement or remediation activities for any tenant  premises,
     site  acquisitions of additional ground for the expansion of the  Premises;
     reconstruction  after  casualty or condemnation;  leasing,  management,  or
     construction  relating  to  any proposed or implemented  expansion  of  the
     Premises  or work generally classified as "development" work in  connection
     with  the  same; renewals or renegation of leases or other agreements  with
     department  stores  if  such  involves substantial  changes  from  existing
     documents  (including,  without  limitation,  negotiation  of  new  leases,
     renewal  leases,  operating  covenants,  renovation  provisions,  expansion
     rights,  and like matters); or replacement of department stores  tenancies.
     Owner  shall  reimburse Agent for all such services rendered equal  to  the
     Agent's  actual  costs of providing such services, limited however  to  the
     annual  amount  which  is capitalized as tenant allowance  or  construction
     costs  under the Owner's customary accounting practices as Agent and  Owner
     shall  mutually  agree  and  as  recorded in  the  Owner's  audited  annual
     financial statements.  Such fees shall be payable monthly in arrears  using
     estimated  based  on the estimated annual fee; the monthly  estimated  fees
     shall be adjusted to a final actual amount within 90 days after the Owner's
     fiscal  year end.  Agent and Owner shall use their best efforts to estimate
     the  monthly fees and shall adjust the amount periodically during the  year
     as mutually agreed upon.

9.   Other Requested Services:

     If  Owner  requests  Agent  to provide its own  personnel  for  non-routine
     services which  Agent  is not obligated elsewhere in this Agreement to  
     perform  the compensation  for which is not provided for hereinabove,
     unless  Owner  and Agent  otherwise agree to an acceptable fee for such 
     services, Owner  shall pay  Agent an amount equal to two and one-half 
     times the actual  base  cost  of  Agent's departmental personnel, as
     computed by Agent,  for  their time involved in performing such requested 
     services, plus reimbursement for any  out-of-pocket  costs  incurred 
     incident to furnishing  such  requested  services.   Owner  and Agent shall
     agree in advance as to the  hourly  base  cost  to  be  applicable for the 
     specific services to  be  provided.   Such amount  or amounts shall be
     payable to Agent  monthly within ten (10)  days after  Owner's receipt of
     Agent's statement setting for the amount  payable to Agent.


                                    EXHIBIT B
                                        
INTENTIONALLY OMITTED


                                    EXHIBIT C
                                        
                               Leasing Guidelines
                                        
                                        
                                        
                                        
      Agent  shall  use a form or forms of lease; or with respect  to  temporary
tenants  and/or  short term promotional activities, a form or forms  of  license
agreement,   which have been prepared and submitted to Owner for  Owner's  prior
review and approval.  Agent will negotiate and make modifications to such  forms
as  directed by Owner, or as necessary or appropriate with respect to the  needs
of the particular transactions, utilizing methods and techniques consistent with
prevailing practices employed in management and leasing of shopping centers.

      For  all  agreements, excepting license agreements for  temporary  tenants
and/or  for  short  term  promotion activities,  all   essential  financial  and
business  terms and provisions of the lease or agreement, including construction
and  improvements  of  the leasehold, shall be presented for  Owner's  approval.
Tenant-signed  leases presented by Agent for Owner's review and execution  shall
be  consistent with such terms and conditions previously approved by  Owner,  or
with  such deviations or modifications identified for Owner's review.  Execution
of  tenant-signed leases that are presented by Agent for Owner's signature  will
acknowledge Owner's approval of the lease, its form, its terms and provisions.

      No  lease or other agreement shall be entered into, modified, canceled  or
extended  if  the  consent of any mortgagee or ground lessor is required  unless
such  consent  has  been  obtained.  Agent will notify  Owner  when  consent  is
required.



EXHIBIT 10.5 (m)

                        REAL ESTATE MANAGEMENT AGREEMENT
                                        
                                        
                                        
      THIS  REAL ESTATE MANAGEMENT AGREEMENT (this "Agreement"), made as of  the
25th day  of September, 1998,  between  WASHINGTON CROWN CENTER  ASSOCIATES,
L.P.,  a  Pennsylvania  limited partnership, having  its  principal  address  at
Pasquerilla  Plaza, Johnstown, Pennsylvania 15907 ("Owner"), and CROWN  AMERICAN
PROPERTIES,  L.P., a Delaware limited partnership, having its principal  address
at Pasquerilla Plaza, Johnstown, Pennsylvania  15907 ("Agent").

                               W I T N E S S E T H
                                        


     In consideration of the mutual covenants herein contained, and intending to
be legally bound, the parties hereto agree as follows:


                                    ARTICLE I
                                        
                       APPOINTMENT AND AUTHORITY OF AGENT
                                        
      1.1   Owner  is the fee simple owner of the retail property identified  on
Exhibit A attached hereto and made a part hereof (the "Premises").  Owner hereby
appoints Agent as the exclusive managing and renting agent for the Premises, and
hereby authorizes Agent to exercise such powers with respect to the Premises  as
may  be  necessary for the performance of Agent's obligations under Article  II,
and  Agent accepts such appointment on the terms and conditions hereinafter  set
forth  for  the  term as provided in Article V.  Agent shall have  no  right  or
authority,  express  or implied, to commit or otherwise obligate  Owner  in  any
manner  whatsoever except to the extent specifically provided herein and  agrees
that  it shall not hold itself out as having authority to act on behalf of Owner
in  any  manner which is beyond the scope of authority granted to Agent in  this
Agreement.

                                   ARTICLE II
                                        
                               AGENT'S AGREEEMENT
                                        
      2.1   Agent,  on  behalf  of  Owner,  shall  implement,  or  cause  to  be
implemented,  the  decisions of Owner and shall conduct the ordinary  and  usual
business affairs of Owner with respect to the management, operation and  leasing
of the Premises as provided in this Agreement.  Agent shall at all times conform
to  the  policies  and programs established by Owner and the  scope  of  Agent's
authority  shall be limited to said policies.  Agent shall act  in  a  fiduciary
capacity with respect to the cash and cash equivalent assets of Owner which  are
within  the custody or control of Agent.  Agent shall deal at arm's length  with
all  parties  and shall serve Owner's interests at all times.  All  undertakings
incurred by Agent on behalf of Owner in accordance with this Agreement shall  be
at  the  cost and expense of Owner unless otherwise provided for herein.   Agent
agrees  to use its best efforts in the management and operation of the Premises.
Agent  shall perform the following duties in connection with the management  and
operation of the Premises:

           (a)   Contract,  for  periods not longer than  the  term  of  Owner's
leasehold  estate,  in the name of Owner, for gas, electricity, water  and  such
other  services  as  are  currently being furnished to  the  Premises.   Service
contracts shall be written to include a provision allowing termination by  Owner
upon  30 days' notice wherever possible.  All service contracts, including those
in  effect  at the date hereof in respect of the Premises, including  the  terms
thereof (with cancellation right, if any), the services provided thereunder  and
the charges called for thereby, should be detailed in the annual budget package.
No  such contract, other than for utilities, including water, which involves  an
expenditure  in  excess  of the amount set forth in paragraph  3  of  Exhibit  A
attached  hereto  shall hereinafter be entered into by Agent without  the  prior
approval of Owner.  Agent shall also perform the obligations of the Owner  under
any utility service agreement and any reciprocal easement agreements.

           (b)   Select,  employ,  pay,  supervise,  direct  and  discharge  all
employees  necessary for the proper, safe and economic operation and maintenance
of  the  Premises, in number and at wages in accordance with industry  practices
and the annual budget, carry Worker's Compensation Insurance (and, when required
by   law,  compulsory  Non-Occupational  Disability  Insurance)  covering   such
employees,  and use reasonable care in the selection, discharge, and supervision
of  such  employees.   Agent  will keep bi-weekly time  sheets  which  shall  be
available for inspection by Owner.  Agent shall prepare or cause to be  prepared
and  timely  filed  and  paid,  all necessary returns,  forms  and  payments  in
connection  with  unemployment insurance, medical and life  insurance  policies,
pensions, withholding and social security taxes and all other taxes relating  to
said employees which are imposed on employees by any federal, state or municipal
authority.   Agent  shall also provide usual management services  in  connection
with  labor relations and shall prepare, maintain and file all necessary reports
with  respect to the Fair Labor Standards Act and all other required  statements
and  reports pertaining to employees at the Premises.  Agent shall use its  best
efforts  to  comply  with  all laws and regulations  and  collective  bargaining
agreements,  if any, affecting such employment.  Owner shall have the  right  to
review  and  approve  all  collective bargaining  agreements  which  affect  the
Premises  prior to their implementation or acceptance by Agent.  Agent  will  be
and  will  continue  throughout  the term of  this  Agreement  to  be  an  equal
opportunity employer.  All persons employed in connection with the operation and
maintenance  of  the  Premises  shall be employees  of  Agent  or  employees  of
contractors approved by Owner to provide contract services to the Premises.

           (c)   Keep  the  Premises  in  a safe, clean,  rentable  and  sightly
condition and make and contract for all repairs, alterations, replacements,  and
installations,  do  all  decorating and landscaping, and purchase  all  supplies
necessary for the proper operation and maintenance of the Premises and  for  the
fulfillment of Owner's obligations under any lease, operating agreement or other
agreement  or  compliance  with  all governmental  and  insurance  requirements,
provided  that, except as provided in Section 2.5 hereof, Agent shall  not  make
any  purchase or do any work, the cost of which shall exceed the approved budget
or  the  amount  set forth in paragraph 3 of Exhibit A attached hereto,  without
obtaining  in each instance the prior approval of Owner, except in circumstances
which Agent shall deem to constitute an emergency requiring immediate action for
the  protection of the Premises or of tenants or other persons or to  avoid  the
suspension  of  necessary services or in order to cure any  violation  or  other
condition  which  would subject Owner or Agent to any criminal  penalty  or  any
civil fine in excess of $5,000.00.  Agent shall notify Owner immediately of  the
necessity for, the nature of, and the cost of, any such emergency repairs or any
action  to cure any such violation or other condition.  Agent shall arrange  for
and  supervise, on behalf of Owner, the performance of all alterations and other
work to prepare or alter space in the Premises for occupancy by tenants thereof.
If  Owner  shall  require,  Agent  shall  submit  a   list  of  contractors  and
subcontractors performing tenant work, repairs, alterations or services  at  the
Premises under Agent's direction.

      It  is understood that Agent shall not be required to undertake the making
or  supervision of extensive reconstruction of the Premises or any part  thereof
except after written agreement by the parties hereto as to any additional fee to
be paid for such services.

      Owner shall receive the benefit of all discounts and rebates obtainable by
Agent  in its operation of the Premises.  When requested by Owner, Agent  agrees
to  obtain competitive bids for the performance of any work at the Premises,  to
furnish  copies  of  such bids to Owner and to accept  such  bid  as  Owner  may
direct.

      If  Agent  desires to contract for repair, construction or  other  service
described in this paragraph (c) (other than work done at the request of a tenant
and  at  the tenant's sole cost and expense, hereinafter referred to as  "Tenant
Work")  with a party with respect to which any partner or shareholder  of  Agent
holds  a  beneficial  interest,  or with any subsidiary,  affiliate  or  related
corporation in which Agent shall have a financial interest, such interest  shall
be  disclosed to, and approved by, Owner before such services are procured.  The
cost   of   any   such   services  shall  likewise  be  at  competitive   rates,
notwithstanding that tenants of the Premises may be required to pay such  costs.
Agent,  or  a  general  contractor working under the  supervision  of  Agent  is
authorized to make and install Tenant Work.  Agent may collect from such  tenant
or  such  general  contractor, for its sole account, its charge for  supervisory
overhead  on  all  such Tenant Work.  Agent shall hold Owner harmless  from  any
claims  which may be advanced by any such tenant in connection with Tenant  Work
performed  by  Agent  or under Agent's supervision.  Agent, however,  shall  not
require   any  tenant  to  use  Agent,  its  subsidiary,  affiliate  or  related
corporation as its general contractor to perform such Tenant Work.

           (d)  Handle promptly complaints and requests from tenants and parties
to  reciprocal easement and/or operating agreements, notify Owner of  any  major
complaint  made by any such tenant or party and notify owner promptly  (together
with  copies  of  supporting documentation) of: the receipt  of  any  notice  of
violation of any governmental requirements; any known orders or requirements  of
insurers, insurance rating organizations, Board of Fire Underwriters or  similar
bodies; any known defect in the Premises; any known fire or other damage to  the
Premises,  and, in the case of any serious fire or other serious damage  to  the
Premises,  Agent  also  shall immediately provide telephone  notice  thereof  to
Owner's  General Insurance Office, so that an insurance adjuster  can  view  the
damage  before  repairs  are  started, and complete customary  loss  reports  in
connection with fire or other damage to the Premises.

           (e)   Notify  Owner's General Liability Insurance carrier  and  Owner
promptly  of any personal injury or property damage known to Agent occurring  to
or  claimed by any tenant or third party on or with respect to the Premises  and
promptly  forward  to  the  carrier, completed  insurance  forms,  any  summons,
subpoena,  or other like legal document served upon Agent relating to actual  or
alleged  potential liability of Owner, Agent, or the Premises,  with  copies  to
Owner of all such documents.

           (f)  Advise Owner of those exceptions in leases, operating agreements
and  other agreements executed on or after the date hereof in which the  tenants
or  parties to such agreements do not agree to hold Owner harmless with  respect
to liability from any accidents.

           (g)   At  the option of Owner, or as otherwise provided in  the  Loan
Documents, as hereinafter defined, receive and collect rent and all other monies
payable  to Owner by all tenants and licensees in the Premises and by all  other
parties  including department stores under ground leases and reciprocal easement
agreements  and  tenants  under  leases  of  free-standing  stores.    In   this
connection,  Agent shall calculate all amounts due to Owner from  such  tenants,
licensees  and  other  parties, including annual or periodic  adjustments  where
applicable, and shall, when appropriate, submit statements or invoices  to  such
tenants,  licensees and parties.  Agent shall deposit the same promptly  in  the
bank  named  on Exhibit A attached hereto (the "Bank") in an account with  title
including  a distinctive portion of Agent's name and such designation  as  Owner
may  direct  (the  "Bank Account"), which account shall be used exclusively  for
such  funds.   Owner's representative will be a signatory on all  bank  accounts
maintained by Agent and such representative's signature shall be required on all
checks  in excess of $50,000 and for withdrawals in excess of $1,000,000 in  any
month.   All  amounts received by Agent for or on behalf of Owner shall  be  and
remain  the property of Owner.  Checks may be drawn on the above-mentioned  bank
account only for purposes authorized under this Agreement.  No funds of Agent or
others  shall be commingled with funds in any such bank account.  Owner has  the
right to control the types of cash management accounts and dictate the specifics
of said accounts with respect to disbursement and management of funds.

          (h)  Serve notice of default upon tenants of space in the Premises and
other parties which are in default in performing obligations under their leases,
reciprocal   easement  agreements  or  other  agreements,   with   copies   sent
simultaneously to Owner, and attempt to cause such defaults to be cured  by  the
defaulting tenant or other party.  Agent shall, subject to Owner's consent  with
respect  to  any  tenant  who occupies more than 1,000  square  feet,  utilizing
counsel  theretofore approved by Owner, institute all necessary legal action  or
proceedings for the collection of rent or other income from the Premises or  the
ousting  or  dispossessing of tenants or other persons therefrom and  all  other
matters  requiring  legal attention.  Agent agrees to use its  best  efforts  to
collect  rent  and other charges from tenants in a timely manner and  to  pursue
Owner's legal remedies for nonpayment of same.  Agent shall not terminate tenant
leases  in  the Premises without Owner's consent.  Owner reserves the  right  to
designate  or  approve  counsel  and  to control  litigation  of  any  character
affecting or arising out of the operation of the Premises and the settlement  of
such litigation.

           (i)   Bond  Agent and all of Agent's employees who may handle  or  be
responsible  for  monies  or property of Owner with  a  "comprehensive  3-D"  or
"Commercial Blanket" bond, in an amount of $500,000.00.

           (j)   Notify Owner immediately of any known fire, accident  or  other
casualty,  condemnation  proceedings,  rezoning  or  other  governmental  order,
lawsuit or threat thereof involving the Premises; and the receipt of any  notice
of  violations  relative  to the leasing, use, repair  and  maintenance  of  the
Premises  under  governmental  laws,  rules,  regulations,  ordinances  or  like
provisions.

           (k)   If  Owner  so directs, make timely payment of real  estate  and
personal  property taxes and assessments levied or assessed against the Premises
or  personal property used in connection therewith and any other charge that may
become a lien against the Premises.  Owner may direct that payment of such taxes
and  assessments either be made to the taxing authority or to  a mortgage lender
holding  an  escrow account for such items.  Agent shall participate in  Owner's
tax review program and check tax assessments and, when so requested, Agent shall
assist  Owner in its efforts to reduce such taxes.  Agent shall promptly furnish
Owner with copies of all assessment notices and receipt tax bills.

           (l)   Promptly comply with  all present and future laws,  ordinances,
orders,  rules,  regulations and requirements of all Federal,  state  and  local
governments, courts, departments, commissions, boards and offices, any  national
or  local  Board  of  Fire  Underwriters or Insurance  Services  offices  having
jurisdiction, or any other body exercising functions similar to those of any  of
the foregoing ("Legal Requirements") which may be applicable to the Premises  or
any  part  thereof  or  to  the leasing, use, repair, operation  and  management
thereof,  but only to the extent that such compliance is reasonably  capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from  collections or advances by Owner.  Agent shall give prompt notice to Owner
of  any  known violation or the receipt of notice of alleged violation  of  such
laws and Agent shall not bear responsibility for failure of the Premises or  the
operation  thereof  to comply with such laws unless Agent  has  committed  gross
negligence  or  a willful act of omission in the performance of its  obligations
under this Agreement or in the performance of any other duties owed to Owner  or
third parties by Agent.  As and when directed by Owner, Agent shall institute in
its  name,  or in the name of Owner using counsel selected by Owner, appropriate
actions  or  proceedings to contest any such law, ordinance,  rule,  regulation,
order, determination or requirement.

          (m)  Promote the Premises and participate as Owner's representative in
any  Merchant's  Associations  or Promotional Organizations  (collectively,  the
"Promotional Organizations") established to promote the Premises.

           (n)   Consent to and approve tenant alteration work and installations
which are performed by tenants of space in the Premises and are provided for  in
the  leases  of  such  tenants and are within such  tenant's  space.   Agent  is
authorized to approve tenant alteration work and installations not provided  for
in  leases if (i) such alteration work and installations are made solely at  the
expense  of the tenant, and (ii) such alteration work and installations  do  not
affect  the  structural  integrity  or facade  of  any  building.   Agent  shall
periodically   monitor  the  progress  of  any  tenant   alteration   work   and
installations  to confirm that the work is being done in a good and  workmanlike
manner  and in substantial conformity with any plans and specifications approved
by  Owner  or  Agent,  and  shall notify Owner of any material  deficiencies  or
material variations from the approved plans and specifications.

           (o)   Provide, upon Owner's request in accordance with the provisions
of  Section  8  and Section 9 of Exhibit A, general contracting and construction
management services ("Development Services") and consultation to Owner  for  the
Premises,  which shall include, without limitation, the management,  supervision
and  administration  of,  and provisions for services  for  the  improvement  or
expansion  (and  in the event of damage or condemnation, the reconstruction)  of
the  Premises, including advice, expertise and support of Agent provided  and/or
retained  and/or  coordinated  by home office and on-site  personnel  including,
without  limitation,  executive  personnel, design  and  engineering  personnel,
clerical personnel, legal and accounting personnel.  Such personnel will perform
consultation and various functions involved with Development Services including,
without   limitation,   the   following:    design,   planning,   architectural,
engineering,  acquisition and negotiation, negotiations with  department  stores
for  site  acquisition  and  operation in the Premises;  permits  and  licenses;
preopening  advertising and publicity; market research, site work;  negotiations
with  public authorities; attendance at public hearings; project management  and
all  other  activities  necessary to accomplish the  improvement,  expansion  or
reconstruction of the Premises.  It is understood that Development Services  and
consultation  with Owner may or may not involve Agent's in-house  personnel;  by
mutual agreement of Agent and Owner, outside professionals or other persons  may
be engaged to provide Development Services and consultation with Owner, provided
that  Agent agrees to require any contractor or subcontractor brought  onto  the
Premises to have workers' compensation and employers' liability insurance in the
necessity statutory amounts and comprehensive general liability insurance for at
least $1,000,000.00.

           (p)   If  Owner so directs, pay when due all debt service  and  other
amounts due under any mortgages that encumber the Premises or any part thereof.

          (q)  Carry out and comply with, directly or through a third party, all
requirements  on the part of Owner under all such mortgages and  ground  leases,
all  leases of space in the Premises, all ground leases and reciprocal  easement
agreements with department stores and all other agreements affecting or relating
to  the  Premises  which  are known or made known to Agent,  including,  without
limitation, the furnishing of all services and utilities called for therein, but
only to the extent that such requirements are at the time reasonably capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from collections or advances by Owner, provided that Agent shall promptly notify
Owner  if  Agent  cannot  carry out such requirement or has  insufficient  funds
available to do so.  Agent shall notify Owner promptly of any default under  any
such  mortgage, lease, ground lease, reciprocal easement or other  agreement  on
the  part  of  Owner, the tenant or other party thereto of which  agent  becomes
aware.

          (r)  Use reasonable efforts to comply with and require compliance with
the  requirements of leases of space in the Premises, ground leases,  reciprocal
easement  agreements  and  all other agreements affecting  or  relating  to  the
Premises  which  are  known  or made known to Agent  on  the  part  of  Tenants,
department  stores  and other parties thereto and enforce  compliance  with  the
rules and regulations, sign criteria and like standards for the Premises adopted
by Owner from time to time.

           (s)  Upon request, furnish Owner with an executed copy of each lease,
lease  renewal,  lease amendment, service contract and other  agreement  entered
into  on  or  after the date of this Agreement in connection with the operation,
management  and  leasing of the Premises, and use reasonable efforts  to  secure
from  tenants  and  parties to reciprocal easement agreements,  and  furnish  to
Owner,  any  certificates  of  insurance and renewals  thereof  required  to  be
furnished by the terms of their leases or agreements.  All such executed  copies
of  leases  shall  be maintained in Agent's main office, with  additional  lease
copies  together  with  insurance certificates also maintained  at  the  Agent's
office at the relevant property, if any such office exists.

           (t)  Inspect the Premises periodically and submit reports of findings
and   recommendations   to  Owner  which  shall  include,  without   limitation,
recommendations  as  to  required repairs, replacements or  maintenance.   Agent
shall keep and submit annual written reports of all material alterations made to
the Premises, no matter by whom effected.

           (u)   Erect barriers or chains for the purpose of blocking access  to
the  common  areas of and buildings included in the Premises as  local  law  may
require,  or, as directed in writing by owner, in order to avoid the  dedication
of  the  same for public use and furnish appropriate evidence of same  to Owner.
Agent  shall give any advance notice of the erection of such barriers or  chains
which may be required under reciprocal easement agreements or ground leases with
department stores.

          (v)  Use its reasonable efforts to obtain from tenants of the Premises
and  department  stores which are parties to reciprocal easement  agreements  or
ground  leases  waivers of their insurers' rights of subrogation in  respect  to
policies  of  fire  and  extended coverage and other property  damage  insurance
carried by them in favor of Owner, Agent and any department store or tenant  for
which Owner is obligated to attempt to obtain such waivers under a ground lease,
reciprocal easement agreement or space lease.

          (w)  Assist owner in preparing any statements required to be submitted
by  Owner  under  the  terms  of mortgages, ground leases,  reciprocal  easement
agreements and leases.

            (x)   Perform  its  duties  in  renting,  managing,  operating   and
maintaining  the  Premises  applying prudent and reasonable  business  practices
which are consistent with those followed in respect of the Premises prior to the
date  of  this  Agreement, using reasonable care and diligence in  carrying  out
properly and efficiently its responsibilities under this Agreement.  Agent shall
maintain  those portions of the common areas of the Premises which  are  Owners'
obligation to maintain in a clean, safe and attractive condition, use reasonable
efforts  to  enforce  the  provisions of applicable leases,  ground  leases  and
reciprocal easement agreements so as to cause tenants and department  stores  to
maintain their premises and common areas, if any, in similar condition,  arrange
for  necessary security for the Premises and their common areas and arrange  for
cleaning  and  snow removal for the parking areas and roadways of the  Premises.
Agent shall recommend to Owner from time to time such procedures with respect to
the  Premises  as Agent may deem advisable for the more efficient  and  economic
management and operation thereof.

           (y)  Where leasing guidelines or any Legal Requirement (as defined in
paragraph  2.1  (m)  hereof)  now or hereafter in  effect  require  that  tenant
security  deposits be maintained, a separate interest-bearing account  for  such
security deposits (the "Security Deposit Account") shall be opened by Agent at a
bank approved by Owner.  The Security Deposit Account shall be maintained in the
name of Agent in accordance with the relevant lease or Legal Requirement, as the
case  may  be,  and shall be used only for tenant security deposits.   The  bank
shall  be  informed that the funds in the Security Deposit Account are  held  in
trust  for  Owner.   Agent  shall have the authority to  remit  to  tenants  any
interest  to  which they are entitled on their security deposit,  in  accordance
with  their leases or any Legal Requirement, but Agent shall obtain the  written
approval  of  Owner prior to the return of such deposits or any  other  security
(including  letters  of  credit) to any tenant when the amount,  in  any  single
instance, exceed $50,000.00.

     Owner recognizes and understands that Environmental Service (as hereinafter
defined)  are  not actions or services that Agent is required to  perform  under
this Agreement and Owner further recognizes and understands that Agent is not  a
consultant  or a contractor that performs Environmental Services.  Upon  Owner's
request, Agent agrees to obtain and coordinate for and on behalf of Owner,  such
Environmental  Services as Owner may request or require.  Owner shall  reimburse
Agent  for its administrative costs in connection with the coordination of  such
Environmental  Services as provided in Exhibit A, paragraph 8 of the  Agreement.
In  addition, Owner shall reimburse Agent for the costs of outside professionals
retained  to perform Environmental Services.  Environmental Services is  defined
to  be  those  acts  or actions involving the presence use,  exposure,  removal,
restoration, or introduction of Hazardous materials (as hereinafter defined) and
the investigation of and compliance with any and all applicable rules, laws,  or
regulations  of  local,  state or federal authorities which  apply  or  regulate
Hazardous  Materials.  Hazardous Materials means any hazardous, radioactive,  or
toxic  substance,  material or waste listed in the United States  Department  of
Transportation  Hazardous  Materials Table; or by the  Environmental  Protection
Agency  as  hazardous substances; or such substances, materials and waste  which
are  or  become regulated under applicable local, state or federal law including
materials which are petroleum products, asbestos, polychlorinated biphenyls,  or
designated  as  hazardous  substances under the  Clean  Water  Act;  or  defined
hazardous waste under the Resource Conservation and Recovery Act; or defined  as
hazardous   substances   under   the   Comprehensive   Environmental   Response,
Compensation and Inability Act.

      2.2   Agent agrees, on behalf of Owner and at Owner's expense, to  procure
and  continue  to maintain in force a comprehensive general liability  insurance
policy  or polices with respect to the Premises.  Such policy or policies  shall
provide  for  coverage in the amount and with such insurers as are  required  of
Owner  under the Loan Documents (as defined below), but in any event,  not  less
than  ten  million dollars ($10,000,000.00) combined single limit  coverage  per
occurrence  for  bodily injury and property damage.  The polices  shall  include
coverage  for  contractual  liabilities assumed with respect  to  the  Premises,
including,  but  not limited to, the obligations created by  the  indemnity  set
forth in Section 3.3 hereof as used in this Agreement, the term "Loan Documents"
shall  refer to that certain Construction Loan Agreement (the "Loan Agreement");
Open-End  Mortgage,   and Security Agreement  (the "Mortgage");  Open-End  Note;
Assignment  of  Leases  and  Rents;  Subordination,  Attornment  and  Collateral
Assignment  of  Real Estate Management Agreement; Hazardous Materials  Indemnity
Agreement;   each dated as of September 25, 1998, from Owner  to  Bank  United
("Lender"), and such other documents as may be executed in connection  with  the
loan (the "Mortgage Loan") secured by the Mortgage.

      Further, at all times during the term of this Agreement, Agent shall  keep
or  cause  to  be kept insured, at Owner's cost and expense, all  buildings  and
improvements  on  the Premises against loss or damage by fire, windstorm,  hail,
explosion,  damage from aircraft and vehicles and smoke damage, and  such  other
risks  as are from time to time included in "extended coverage" endorsements  in
an amount sufficient to replace said improvements.

      All  insurance  provided for in this Section 2.2 shall be  effected  under
valid  and  enforceable polices issued by insurers of recognized  responsibility
and  shall provide respectively, for the waiver of all rights of subrogation  by
Owner  or  parties  claiming through Owner against  Agent  and  its  agents  and
employees.   Owner and Agent hereby waive all rights of recovery as against  the
other  party hereto arising from loss or damage caused by the perils  enumerated
in  this  Section 2.2 and agree that any policies obtained with respect to  such
perils  shall be endorsed accordingly, if such endorsements are available.   Any
insurance  required to be maintained hereunder may be taken out under a  blanket
insurance  policy  or  polices covering other properties of  the  insured.   Any
policy required by this Section 2.2 shall provide that such policy shall not  be
canceled without at least thirty (30) days' prior notice to Owner and Agent and,
in  any  event,  shall  provide that all parties insured thereby  shall  receive
notice  no  less  than fifteen (15) days prior to the expiration  dates  of  the
expiring policies.

      2.3  Agent agrees to render monthly reports relating to the management and
operation  of  the  Premises for the preceding calendar month on or  before  the
twenty-fifth  (25th) day of each month in form as Owner and Agent will  mutually
agree.  Agent agrees that Owner shall have the right to require the transfer  to
Owner at any time of any funds in the Bank Account considered by Owner to be  in
excess  of an amount reasonably required by Agent for disbursement in connection
with  the Premises.  Agent agrees to keep records with respect to the management
and  operation  of  the Premises as prescribed by owner,  and  to  retain  those
records  for periods specified by Owner.  Owner shall have the right to  inspect
such  records  and  audit the reports required by this Section  during  business
hours  for  the  life of this Agreement and thereafter during  the  period  such
records are to be retained pursuant to this Section.  In addition, Agent  agrees
that  such records may be examined from time to time during the period aforesaid
by  any  of  the supervisory or regulatory authorities having jurisdiction  over
Owner.

      2.4   Agent  shall  ensure  such  control over  accounting  and  financial
transactions  as is reasonably required to protect Owner's assets from  loss  or
diminution due to gross negligence or willful misconduct on the part of  Agent's
associates  or  employees.   Losses  caused  by  gross  negligence  or   willful
misconduct shall be borne by Agent.

      2.5   Agent shall establish and prepare, in the form authorized by  Owner,
with  such additional changes as may be reasonably requested by Owner, operating
and  capital  improvement  budgets  for the  promotion,  operation,  repair  and
maintenance  of  the  Premises for each calendar year.   Preliminary  and  final
budgets will be due 45 and 30 days, respectively, prior to commencement  of  the
calendar year to which they relate.  Such budgets shall be prepared on  both  an
accrual  basis  showing a month-by-month projection of income and  expenses  and
capital  expenditures.  At least 30 days prior to the end of  each  year,  Agent
shall  meet  with  Owner to review such budgets for the subsequent  year.   Upon
receiving Owner's approval, Agent shall use its best efforts to comply with such
final budgets.

           (a)   Agent  shall  meet  with Owner on a  regular  basis,  not  less
frequently  than semi-annually and otherwise upon reasonable call by  Owner,  to
review the operations of the Premises, to review and, if appropriate, revise  in
light  of actual experience the annual operating and capital improvement budgets
theretofore  approved  by Owner and to consider other matters  which  Owner  may
raise.

           (b)   Upon approval of the operating budget by Owner, and unless  and
until  revoked or revised by Owner, Agent shall have the right, without  further
consent  or approval by Owner to incur and pay the operating expenses set  forth
in the approved operating budget, subject to paragraph 2.1(g) above.

          (c)  At the request of Owner from time to time Agent shall prepare and
submit to Owner (i) operating projections for the Premises for the ensuing  five
(5)  years, such projections to be made on a year-by-year basis and to be  based
on  Agent's  best  judgment  as to the future, taking into  consideration  known
circumstances  and circumstances Agent can reasonably anticipate are  likely  to
occur, and (ii) a schedule in reasonable detail of capital improvements, repairs
and  replacements  not  provided for in the current capital  improvement  budget
which  Agent  reasonably anticipates will be required or should be made  in  the
foreseeable future, with Agent's opinion as to the relative priority and cost of
each thereof.

      2.6   Agent shall also participate in Owner's property review programs  to
the  extent  requested by Owner.  Such review shall include  asset,  investment,
financial  and  strategy profiles in form satisfactory to  Owner.   Agent  shall
respond,  within  10  days, to Owner's management evaluation reports  concerning
actions  to be taken by Agent to correct or modify its management standards  for
the  operations,  leasing or financial services provided for the  Premises.   If
Owner shall request that Agent's home office or regional office personnel travel
to  the  Premises to participate in Owner's property review programs or for  any
other reason (unless such reason is for normal supervision), the reasonable cost
of  meals, travel and hotel accommodations expenses incurred by such home office
personnel in connection with such travel shall be reimbursed to Agent by  Owner.
Agent  shall,  however, bear the full cost and expenses  incurred  by  its  home
office  or  regional  office personnel in connection with their  travel  to  the
Premises  to  the  extent such travel is required by the Agent  for  the  normal
supervision of the management and leasing of the Premises.

      2.7   Agent  agrees to use its best efforts to have all space  within  the
Premises  rented  to desirable tenants, satisfactory to Owner,  considering  the
nature of the Premises, and in connection therewith:

           (a)   To  negotiate, as the exclusive agent of Owner, all leases  and
renewals  of  leases  at  the  appropriate time, it being  understood  that  all
inquiries to Owner with respect to leasing any portion of the Premises shall  be
referred  to  Agent.  Except for license agreements for temporary  tenants,  all
leases  and renewals for lease terms in excess of one (1) year must be  prepared
in accordance with Exhibit C by Agent and in accordance with the annual approved
budget and be submitted to Owner's representative for execution by Owner.  Agent
is authorized to negotiate and execute license agreements prepared in accordance
with  Exhibit C for temporary tenants and/or short term promotional  activities.
If Agent shall receive a prospective tenant reference from a property other than
the  Premises, which Agent or any subsidiary or affiliate manages,  Agent  shall
promptly  declare its potential conflict of interest to Owner  and  Owner  shall
determine  if  negotiations with such prospective tenant shall be undertaken  by
Agent,  Owner,  or a third party approved by Owner.  References  of  prospective
tenants,  as  well  as  their varying use requirements,  shall  be  investigated
carefully  by  Agent.   Agent also is authorized to  negotiate  and  execute  on
Owner's behalf lease amendments which:  (i) change a Tenant's commencement  date
by  sixty (60) days or less (or for such longer period as is approved by Owner);
(ii)  change  a  Tenant's permitted use by allowing the sale of such  additional
items  as  are  reasonably related to the Tenant's primary  and  principal  use,
provided Agent has no reason to know of any lease at the center prohibiting such
use;  (iii)  change  a  tenant's  marketing  charge  or  promotional  charge  or
advertising obligation.

      Owner acknowledges and understands that Agent manages properties for third
parties.   Owner further acknowledges and understands that Agent  routinely  and
customarily  negotiates tenant leases from multiple locations involving  two  or
more  properties (one or more of which may be the Premises and one  or  more  of
which  may  be  properties owned by Agent or by others).   Agent  conducts  such
multiple  location negotiations in good faith for the benefit and  interests  of
Owner  and  other property owners, including Agent.  Agent shall be entitled  to
assume  that such leasing practices are approved and acceptable to Owner, unless
and until Owner specifically disapproves the practice and so notifies Agent.

           (b)   With  Owner's  prior  approval, to advertise  the  Premises  or
portions thereat for rent, by means of periodicals, signs, plans, brochures  and
other means appropriate to the Premises.  Owner acknowledges and agrees that the
Premises may be included in brochures or other advertising media of Agent, which
may include other properties being offered for lease by Agent.

           (c)   In  no event shall Agent engage or utilize the services  of  an
outside  broker  in  connection  with any lease without  Owner's  prior  written
consent.  In any case in which Owner requests or gives such consent, Agent shall
cause  such  broker  to  enter into a written agreement  with  Owner,  on  terms
reasonably  satisfactory to Owner, with respect to such broker's commission  and
Owner  shall be responsible for the payment of such commission pursuant  to  the
terms of said agreement.

           (d)  Agent will, in each instance, negotiate for the inclusion in all
leases entered into by Owner of a provision to the effect that recourse on  such
obligation  shall  be  had only against the property to  which  such  obligation
relates  and  no  recourse shall be sought against Owner  or  any  other  person
holding, directly or indirectly, a beneficial interest in the property.

           (e)   Agent will, upon the request of Owner, undertake to find buyers
for  the  sale of any of the Owner's outparcels, peripheral land or  such  other
real  estate  situate upon the Premises, ("Sale Property"), and, in addition  to
any  other compensation provided to be paid to Agent under this Agreement, Owner
agrees to pay to Agent as compensation for its services hereunder, a fee at  the
rate  specified  in  Paragraph  7(iii) of  Exhibit  "A",  attached  hereto.   In
performing its duties hereunder, Agent shall perform the following:

               (i)  Submit to Owner for approval, a pricing schedule on the Sale
Property;

               (ii) Upon request, submit to Owner for approval, contract form(s)
to be used in the sale of the Sale Property;

                (iii)      Upon  request, furnish Owner with  a  written  report
regarding its progress in such sale activities;

                (iv) Negotiate on behalf of Owner, the sale of the subject  Sale
Property; and

               (v)  Provide legal services, limited to:

                    (a)  Preparation of the Purchase and Sale Agreement;
                    (b)  Deed and Easement(s) preparation;
                    (c)  Preparation and submittal to Owner of the Seller's
                           closing statement;
                    (d)  Preparation of closing instructions;
                    (e)  Coordination of title work;
                    (f)  Upon approval of Owner, retain local counsel,
                           whose fees will be reimbursed by Owner; and
                    (g)  Submit to Owner, for final execution, all
                           documents necessary to consummate the
                           transaction.

      Agent shall pursue these duties and obligations with diligence and in  the
best interests of Owner.

     2.8  Agent agrees, for itself and all persons retained or employed by Agent
in  performing its services, to hold in confidence and not to use or disclose to
others  any  confidential  or proprietary information  of  Owner  heretofore  or
hereafter  disclosed to Agent ("Confidential Information"), including,  but  not
limited  to, any data, information plans, programs, processes, costs, operations
or  the names of any tenants which may come within the knowledge of Agent in the
performance  of,  or  as  a result of, its services, except  where  required  by
judicial  or  administrative  order, or where  Owner  specifically  gives  Agent
written  authorization  to  disclose any of the  foregoing  to  others  or  such
disclosure as is required in the direct performance of Agent's duties hereunder.
If  Agent  is  required by a judicial or administrative order  to  disclose  any
Confidential Information, Agent will promptly notify Owner thereof, consult with
Owner  on the advisability of taking steps to resist or narrow such request  and
cooperate  with  Owner in any attempt it may make to obtain an  order  or  other
assurance  that  confidential  treatment will be accorded  to  the  Confidential
Information disclosed.

      2.9   If at any time there shall be insufficient funds available to  Agent
from  collections to pay any obligations of Owner required to be paid under this
Agreement, Agent shall promptly notify Owner and Agent shall not be obligated to
pay such obligations unless Owner furnishes Agent with funds therefor.

      2.10  Agent assumes no responsibility under this Agreement other  than  to
render the services called for hereunder in good faith, and Owner shall make  no
claim  against Agent on account of any alleged errors of judgment made  in  good
faith in connection with Agent's obligations hereunder and with the operation of
the Premises.  Agent shall not be liable to Owner or others except by reason  of
acts  constituting willful misfeasance or gross negligence on the part of Agent,
and  Owner agrees to indemnify, defend and hold harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof) and employees  from  and
against  all  claims, actions, causes of action, costs and expenses  (including,
but  not  limited to, reasonable attorney's fees) directly or indirectly arising
from  the  claims  of any third party, except only those claims where  liability
arises  from  acts constituting willful misfeasance or gross negligence  on  the
part of Agent.

                                   ARTICLE III
                                        
                               OWNER'S AGREEMENTS
                                        
     3.1  Owner, at its option, may pay directly all taxes, special assessments,
ground  rents,  insurance premiums and mortgage payments.  If Owner  makes  such
election,  Agent shall advise Owner of the due dates of such taxes  assessments,
insurance premiums and mortgage payments.

      3.2   Owner  shall  bear  the cost of all premiums relating  to  insurance
procured  by Agent for Owner pursuant to Section 2.2 hereof.  Owner  shall  look
solely  to  such  insurance for indemnity against any  loss  or  damage  to  the
Premises  and shall obtain waivers of subrogation against the Agent  under  such
policies if available at no additional cost to Owner.

      3.3   Owner  agrees to indemnify and save harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof) and employees  from  and
against  all  claims,  losses and liabilities resulting  from:   (i)  damage  to
property or injury to, or death of, persons from any cause whatsoever when Agent
is  carrying out the provisions of this Agreement or acting under the  direction
of  Owner in or about the Premises; (ii) claims for defamation and false  arrest
when Agent is carrying out the provisions of this Agreement or acting under  the
direction  of  Owner; and (iii) claims occasioned by or in  connection  with  or
arising  out of acts or omissions, other than criminal acts, of the  Agent  when
Agent  is  carrying  out the provisions of this Agreement or  acting  under  the
direction  of Owner (except in cases of Agent's misconduct or  negligence),  and
to  defend or cause to be defended, at no expense to Agent or such persons,  any
claim,  action or proceeding brought against Agent or such persons or Agent  and
Owner, jointly or severally, arising out of the foregoing, and to hold Agent and
such persons harmless from any judgment, loss or settlement on account thereof.

       Notwithstanding  the  foregoing,  Owner  shall  not  be  responsible  for
indemnifying or defending Agent or such persons in respect of any matter,  claim
or  liability  in  respect of which Agent is obligated  to  indemnify  Owner  as
provided in the following sentence.  Agent agrees to indemnify and save harmless
Owner  from and against all claims, losses and liabilities resulting from injury
to,  or death of, persons in or about the Premises or for deformation and  false
arrest in each case caused in whole or in part by the  misfeasance or negligence
of Agent, and to defend, at no expense to Owner, any claim, action or proceeding
brought against Owner or Owner and Agent, jointly or severally, arising  out  of
the foregoing, and to hold Owner harmless from any judgments, loss or settlement
on account thereof.

       Notwithstanding  the  foregoing,  Agent  shall  not  be  responsible  for
indemnifying  or  defending Owner in respect of any matter, claim  or  liability
which is covered by any public liability insurance policies carried by Owner and
under  which  Agent  is  named  as an additional insured.   The  indemnification
obligations  of  Owner and Agent under this Section 3.3 shall in  each  case  be
conditioned upon (a) prompt notice from the other party after such party  learns
of  any  claim  or basis therefor which is covered by such indemnity,  (b)  such
party's not taking any steps which would bar Owner or Agent, as the case may be,
from  obtaining recovery under applicable insurance policies or would  prejudice
the  defense  of  the  claim in question, and (c) such  party's  taking  of  all
necessary steps which if not taken would result in Owner or Agent, as  the  case
may be, being barred from obtaining recovery under applicable insurance policies
or would prejudice the defense of the claim in question.  The provisions of this
Section 3.3 shall survive the expiration or termination of this Agreement.

      3.4   Owner  shall  provide such office space on the Premises  as  may  be
necessary  for  Agent  to properly perform its functions under  this  Agreement.
Agent shall not be required to pay for utilities, telephone service or rent  for
the  office area on the Premises occupied by Agent.  Agent shall have the  right
to use the fixtures, furniture, furnishings and equipment, if any, which are the
property of Owner in said office space.  Owner shall also provide space  on  the
Premises  for  use as community rooms and information and service centers  where
the  use of such space is determined by Owner to be in the best interest of  the
Premises.   All  income derived from the utilization and/or  operation  of  such
community rooms and/or information or service centers shall belong to the  Owner
and all expenses relating thereto shall be borne by Owner.

      3.5   Except as otherwise provided in this Agreement, everything  done  by
Agent  in  the  performance  of its obligations under  this  Agreement  and  all
expenses  incurred pursuant hereto shall be for and on behalf of Owner  and  for
its  account.   Except as otherwise provided herein, all debts  and  liabilities
incurred  to  third parties in the ordinary course of business of  managing  the
Premises  as  provided herein are and shall be obligations of Owner,  and  Agent
shall  not  be  liable  for any such obligations by reason  of  its  management,
supervision or operation of the Premises for Owner.

                                   ARTICLE IV
                                        
                                  COMPENSATION
                                        
      4.1   In  addition to any other compensation provided to be paid to  Agent
under  this  Agreement,  Owner agrees to pay to Agent as  compensation  for  its
management  services hereunder, a fee at the rate specified in  paragraph  5  of
Exhibit A attached hereto.  Said fee shall be payable monthly no later than  the
twenty-fifth  (25th)  day of the following month, and  shall  be  based  on  the
following  components of income from the preceding calendar month determined  in
accordance  with  GAAP.   It  is understood that the  management  fee  shall  be
calculated  upon  the  following items:  (i) minimum rents  from  all  permanent
tenants  (anchor, mall shops, ground leases and all other tenants);  (ii)  Lease
buyout  income; (iii) Percentage rents in lieu of minimum rents; (iv) Percentage
rents;  (v) all cost recovery income (CAM, taxes, food court, security,  other);
(vi) income from all temporary tenants (initial term of one year or less); (vii)
income  from all promotional activity; (viii) miscellaneous mall income such  as
payphone commissions, stroller rentals, etc. and (ix) bad debts expense  related
to  any of the above revenue items.  The following items shall not be subject to
management  fees:  (i) business interruption insurance income;  (ii)  recoveries
from  insurance  companies for casualty and other losses;  (iii)  payments  from
tenants for leasehold improvements and related services provided by Agent;  (iv)
payments  from  tenants to Merchants' Associations or to  Marketing  Funds;  (v)
tenant security deposits; (vi) straight line rental income or losses, and  (vii)
operating covenant and amortization (classified as a reduction of minimum rent).
Agent  shall  withdraw said fee from the operating account for the Premises  and
shall account for same as provided for in Section 2.3 hereof.

      4.2  The following expenses or costs incurred by or on behalf of Agent  in
connection  with the management and leasing of the Premises shall  be  the  sole
cost and expense of Agent and shall not be reimbursable by Owner and Agent shall
indemnify Owner for such expenses and costs:

           (a)   cost  of  gross  salary  and wages, payroll  taxes,  insurance,
worker's  compensation,  pension benefits and  any  other  benefits  of  Agent's
employees, except that Owner will reimburse Agent for all costs of employees who
provide  either  full  or part time services on-site at  any  of  the  Premises.
Within the category of "on-site" personnel, Agent may include the pro-rata costs
for regional personnel performing required services at the Premises on a regular
basis (but which personnel may share time working at other properties managed by
Agent); provided, however, that the costs for any employees who are based at  or
work  from Agent's home office shall not be included, and provided further  that
the  pro-rata costs for any such regional personnel are included and  identified
as such within the annual operating budget as approved by Owner.

           (b)  general accounting and reporting services, as such services  are
considered to be within the reasonable scope of Agent's responsibility to Owner;

           (c)   costs  of  forms, stationery, ledgers, supplies, equipment  and
other "general overhead" items used in Agent's home office or regional offices;

           (d)   cost or pro rata cost of telephone and general office  expenses
incurred in the Premises by Agent for the operation and management of properties
not owned by Owner;

           (e)  cost of all bonuses, incentive compensation, profit sharing,  or
any pay advances by Agent to Agent's employees, except such costs pertaining  to
employees employed by Agent in accordance with Paragraph 2.1 (b) hereof;

           (f)   cost  attributable to losses arising from criminal acts,  gross
negligence or fraud on the part of Agent or Agent's associates or employees;

           (g)  cost for meals, travel and hotel accommodations for Agent's home
office  or regional office personnel who travel to and from the Premises, except
as provided in Section 2.6;

          (h)  cost of automobile purchase and/or rental, except if furnished or
approved by Owner;

           (i)   except  as  otherwise provided in Exhibit  A  attached  hereto,
expenses  incurred in connection with the leasing of the Premises, it  is  being
understood  and agreed, however, that Agent shall be reimbursed for  advertising
expenses incurred in connection with the leasing of the Premises;

           (j)   cost  of liability or other insurance carried by Agent,  except
costs  incurred  by Agent in satisfaction of its obligations under  Section  2.2
hereof; and

           (k)   cost  of  bonds purchased pursuant to Section  2.1(i)  of  this
Agreement.

                                    ARTICLE V
                                        
                         DURATION, TERMINATION, DEFAULT
                                        
     5.1  This Agreement shall become effective on the date hereof.

     5.2  Subject to earlier termination as hereinafter provided, this Agreement
shall  have  an  initial  term ending on September 1,  2008  November  1,  2003.
Thereafter,  this Agreement shall continue year-to-year on the  same  terms  and
conditions  as herein contained subject to being terminated by either  Agent  or
Owner  upon  no  less than six (6) months written notice.   The  Agent  may  not
terminate  this  Agreement except in the case of non-payment of management  fees
for  a period of ninety (90) days after notice of such non-payment to Owner  and
Lender.  In addition, Lender shall have the right to terminate (or direct  Owner
to  terminate, as applicable) this Agreement:  (i) upon the insolvency of Agent,
(ii)  the  occurrence of an Event of Default (as defined in the Loan Documents),
(iii)   pursuant  to  the  provisions  of  the  Subordination,  Attornment   and
Collateral Assignment of Real Estate Management Agreement.

      5.3   It shall be an Event of Default under this Agreement on the part  of
Agent  if Agent shall default in any material respect in performing any  of  its
obligations under this Agreement and such default shall not be cured  within  30
days after written notice thereof is given by Owner to Agent (or, if the default
in  question  is  curable  but is of such nature that it  cannot  reasonably  be
completely  cured  within such 30-day period, if Agent does not  promptly  after
receiving such notice commence to cure such default and thereafter proceed  with
reasonable diligence to complete the curing thereof within 180 days after notice
is given by Owner to Agent).  If an Event of Default by Agent shall occur, Owner
shall  have  the  right to terminate this Agreement by written notice  given  to
Agent,  and  upon the giving of such notice this Agreement and the  term  hereof
shall terminate without any obligation on the part of Owner to make any payments
to Agent hereunder except as hereinafter provided.

      5.4   If  at  any  time during the term of this Agreement any  involuntary
petition  in  bankruptcy  or similar proceeding shall  be  filed  against  Agent
seeking its reorganization, liquidation or appointment of a receiver, trustee or
liquidator  for  it  or  for all or substantially all of its  assets,  and  such
petition shall not be dismissed within 90 days after the filing thereof,  or  if
Agent shall:

          (a)  apply for or consent in writing to the appointment of a receiver,
trustee or liquidator of all or substantially all of its assets;

           (b)  file a voluntary petition in bankruptcy or admit in writing  its
inability to pay its debts as they become due;

          (c)  make a general assignment for the benefit of creditors;

           (d)   file  a  petition  or an answer seeking  reorganization  or  an
arrangement with creditors or take advantage of any insolvency law; or

           (e)   file an answer admitting the material allegations of a petition
filed against it in any bankruptcy, reorganization or insolvency proceedings;

then  upon the occurrence of any such event, Owner, at its option, may terminate
this  Agreement  by written notice given to Agent, and upon the giving  of  such
notice this Agreement and the term hereof shall terminate without any obligation
on  the  part  of  Owner  to  make any payments to  Agent  hereunder  except  as
hereinafter provided.

      5.5  Owner shall have the additional right to terminate this Agreement  on
at  least  10  days'  written notice to Agent, if Agent  without  Owner's  prior
written  consent  shall  assign or attempt to assign its rights  or  obligations
under this Agreement or subcontract (except for normal service agreements or  as
otherwise  specified in this Agreement) any of the services to be  performed  by
Agent.   Owner shall also have the right to terminate this Agreement as  to  any
property  included  within the Premises on at least 10 days' written  notice  to
Agent if (a) such property shall be damaged or destroyed to the extent of 25% or
more  by  fire or other casualty and Owner elects not to restore or repair  such
property or (b) there shall be a condemnation or deed in lieu thereof of 25%  or
more of such property.

      5.6   Agent  acknowledges and agrees that Owner shall have  the  right  to
subordinate and/or assign this agreement in connection with the Loan  Documents.
Agent  further  agrees to execute such further instruments as  Owner  or  Lender
deems  necessary to effectuate such subordination, provided that  in  the  event
Lender  becomes  entitled to possession of the Premises,  the  Lender  shall  be
entitled, at its option,  to retain Agent to manage the Premises, in which  case
the   Agent  shall be entitled to the compensation set forth in  this  Agreement
during all periods in which Agent is providing services to the Premises for  the
Lender.   Moreover,  notwithstanding anything to the contrary contained  herein,
for so long as any amounts remain outstanding under the Loan Documents, (i) this
Agreement  and  all  fees payable by Owner hereunder shall  be  subject  to  and
subordinate  to  any  mortgage liens on the Premises  established  by  the  Loan
Documents and (ii) Agent shall comply with any and all applicable provisions  of
the  Loan  Documents and in the event there is a conflict between the  terms  of
this  Agreement  and the terms of the Loan Documents, the Loan  Documents  shall
control.

      5.7  Upon any termination of this Agreement pursuant to the provisions  of
this  Article  V, Owner shall remain obligated to pay to Agent  fees  and  other
amounts due to Agent hereunder which accrued prior to the effective date of such
termination.   Nothing contained in this Section 5.7 shall be deemed  to  waive,
affect  or impair (a) Owner's rights to seek recourse against Agent for  damages
or  other  relief  in  the event of the termination of this Agreement  by  Owner
pursuant  to  Section  5.3, 5.4 or 5.5 hereof, and (b)  Agent's  right  to  seek
recourse  against  Owner  for  damages or other  relief  in  the  event  of  the
termination of this Agreement by Agent pursuant to Section 5.2 hereof.

      5.8   Upon the expiration or earlier termination of this Agreement,  Agent
shall  forthwith  surrender  and deliver to Owner  any  space  in  the  Premises
occupied  by  Agent and shall make delivery to Owner or to Owner's  designee  or
agent, at Agent's home or regional offices or at its offices at the Premises, of
the following:

           (a)   a  final accounting, reflecting the balance of income from  and
expenses  of  the Premises as at the date of expiration or termination  of  this
Agreement;

           (b)   any funds of Owner or tenant security or advance rent deposits,
or both, held by agent with respect to the Premises; and

           (c)  all Confidential Information (in whatever medium stored) and all
other records, contracts, leases, ground leases, reciprocal easement agreements,
receipts  for  deposits, unpaid bills, lease summaries,  canceled  checks,  bank
statements,  paid  bills and all other records, papers  and  documents  and  any
microfilm  and/or  computer disk of any of the foregoing  which  relate  to  the
Premises  and  the operation, maintenance, management and leasing  thereof;  all
such data, information and documents being at all times the property of Owner.

      In  addition, Agent shall furnish all such information and take  all  such
action as Owner shall reasonably require to effectuate an orderly and systematic
termination of Agent's duties and activities under this Agreement.

      5.9  This Agreement shall terminate at the election of Owner as to any  of
the  properties set forth in Exhibit A upon thirty (30) days written  notice  to
the  Agent if such properties are sold by Owner to a non-affiliated third  party
purchaser  or  (unless the Lender shall otherwise notify the Agent  in  writing)
automatically  if such properties were acquired  on foreclosure  of  a  mortgage
encumbering all or a portion of the Premises.  In the event such properties  are
sold  by  Owner to a non-affiliated third party purchaser and this Agreement  is
not  thereby  terminated by Owner, the Agent shall have the right  to  terminate
this  Agreement as to such properties upon sixty (60) days prior written  notice
which  notice must be given within ninety (90) days after the date of such  sale
is  consummated.   If such properties are sold, Agent will not  be  entitled  to
sales  commission  unless the Agent has been retained by  Owner  pursuant  to  a
separate commission arrangement.  This Agreement shall remain in full force  and
effect as to all properties not terminated pursuant to this Section 5.9.

      5.10  The  provisions of this Article V shall survive  the  expiration  or
termination of this Agreement.

                                   ARTICLE VI
                                        
                                   ASSIGNMENT
                                        
      6.1   Agent, except for a transfer , in accordance with the provisions  of
the  Loan  Documents,  shall  not assign its rights or  obligations  under  this
Agreement, either directly or by a transfer of shares of beneficial interest  or
voting control either voluntarily or by operation of law.

      6.2   In  the event of a sale or conveyance of any of the Premises,  Owner
shall  have  the  right to cancel or assign this Agreement and  its  rights  and
obligations  hereunder to any person or entity to whom or which Owner  sells  or
conveys  such  property  or properties.  Upon such assignment,  Owner  shall  be
relieved  of its obligations under this Agreement with respect to such  property
or  properties that accrue from and after the date of such assignment,  provided
that the assignee shall assume the obligations of Owner under this Agreement and
shall  agree to perform and be bound by all of the terms and provisions  hereof,
effective  from  and after the date of such assignment and an executed  copy  of
such  assumption  agreement shall be delivered to Agent.   Agent  shall  not  be
entitled to a "termination fee" in connection with an assignment or cancellation
as  set  forth in this Section 6.2, but otherwise shall be entitled  to  collect
from  Owner  such  fees  and expenses, including termination  and/or  relocation
expenses of Agent's full-time employees, if any, as Agent has earned pursuant to
this Agreement prior to the date of such assignment or cancellation.


                                   ARTICLE VII
                                        
                                  MISCELLANEOUS
                                        
      7.1   Owner's  representative ("Owner's Representative"), whose  name  and
address is set forth in paragraph 2 of Exhibit A attached hereto, shall  be  the
duly authorized representative of Owner for the purpose of this Agreement.   Any
statement,  notice, recommendation, request, demand, consent or  approval  under
this  Agreement shall be in writing and shall be deemed given by Owner when made
or  given  by  Owner's  Representative or any officer  of  Owner  and  delivered
personally to an officer of Agent or mailed, addressed to Agent, at his  address
first  above  set forth.  Either party may, by notice to the other, designate  a
different address for the receipt of the aforementioned communications and Owner
may,  by  notice  to  Agent, from time to time, designate  a  different  Owner's
Representative  to  act  as such.  All communications mailed  by  one  party  to
another  shall  be  sent by first class mail, postage prepaid  or  Express  Mail
Service, or other commercial overnight delivery service, except that notices  of
default shall be sent by registered or certified mail, return receipt requested,
postage  prepaid,  Express Mail Service or other commercial  overnight  delivery
service with receipt acknowledged in writing.  Communications so mailed shall be
deemed  given or served on the date mailed.  Notwithstanding the foregoing,  any
notices,  requests,  consents, approvals and other  communications,  other  than
notices  of  default  or approvals of annual budgets, and other  communications,
approvals  or  agreements  which are required by  the  express  terms  of  other
provisions  of  this  Agreement to be in writing,  may  be  given  by  telegram,
telephonic  communication or orally in person.  Agent and Owner shall furnish to
the  other  the names and telephone numbers of one or more persons  who  can  be
reached  at  any  time during the term of this Agreement  in  the  event  of  an
emergency.

     7.2  Agent shall, at its own expense, qualify to do business and obtain and
maintain  such licenses as may be required for the performance by Agent  of  its
services.

      7.3  Each provision of this Agreement is intended to be severable.  If any
term   or  provision  hereof  shall  be  determined  by  a  court  of  competent
jurisdiction to be illegal or invalid for any reason whatsoever, such  provision
shall  be severed from this Agreement and shall not affect the validity  of  the
remainder of this Agreement.

      7.4   In the event either of the parties hereto shall institute any action
or   proceeding  against  the  other  party  relating  to  this  Agreement,  the
unsuccessful  party in such action or proceeding shall reimburse the  successful
party  for  its  disbursements  incurred in connection  therewith  and  for  its
reasonable attorney's fees as fixed by the court.

     7.5  No consent or waiver, express or implied, by either party hereto or of
any  breach or default by the other party in the performance by the other of its
obligations hereunder shall be valid unless in writing, and no such  consent  or
waiver shall be deemed or construed to be a consent or waiver to or of any other
breach  or  default in the performance by such other party of the  same  or  any
other  obligations of such party hereunder.  Failure on the part of either party
to  complain  of any act or failure to act of the other party 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.  The granting  of
any  consent or approval in any one instance by or on behalf of Owner shall  not
be  construed  to  waive  or limit the need for such consent  in  any  other  or
subsequent instance.

      7.6  The venue of any action or proceeding brought by either party against
the  other arising out of this Agreement shall be in the state or federal courts
of the Commonwealth of Pennsylvania.

      7.7   This Agreement may not be changed or modified except by an agreement
in  writing  executed  by each of the parties hereto and  consented  to  by  the
Lender.   This  Agreement constitutes all of the understandings  and  agreements
between the parties in connection with the agency herein created.

      7.8  This Agreement shall be binding upon and inure to the benefit of  the
parties  hereto and their permitted successors and assigns, but shall not  inure
to the benefit of, or be enforceable by, any other person or entity.

     7.9  Nothing contained in this Agreement shall be construed as making Owner
and  Agent partners or joint ventures or as making either of such parties liable
for  the  debts  or  obligations of the other, except as in  this  Agreement  is
expressly provided.

     7.10 The effective date of this Agreement shall be August 28, 1998.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                         WASHINGTON CROWN CENTER
                         ASSOCIATES, L.P.
                         
                              (Owner)
                         BY: WASHINGTON
                         CROWN CENTER ASSOCIATES, as sole
                         general partner


                         By:  /s/ Ronald P. Rusinak
                              Name:     Ronald P. Rusinak
                              Title:   Vice President and Secretary


                         CROWN AMERICAN PROPERTIES, L.P.
                              (Agent)
                         BY: CROWN AMERICAN REALTY TRUST,
                         as sole general partner


                         By:  /s/ Ronald P. Rusinak
                              Name:  Ronald P. Rusinak
                              Title:    Vice President and Secretary


                                    EXHIBIT A
                                        

1.   Premises (1.1):


     a.   Washington Crown Center
          Washington, Pennsylvania.

2.   Name and Address of Owner's Representative (7.1):

     John M. Kriak
     Pasquerilla Plaza
     Johnstown, PA  15907.

3.   Limit of amount authorized for non-emergency purchases and repairs (2.1(a)
     and (c)):
     
     $50,000.00.

4.   Name of Banks (2.1(g)):

     PNC Bank, N.A.

5.   Management Fees (4.1):

     Owner agrees to pay Agent as compensation for its management services
     hereunder  an  amount equal to 5% of the amounts set forth in Section  4.1.
     Such management fee shall be payable monthly based on the income earned for
     the  categories described in Section 4.1, computed in accordance with GAAP.
     Agent  shall  be  entitled to receive the management fee on  the  pro  rata
     portion of percentage rents received by Owner after the termination of this
     Agreement but applicable to time periods prior to the termination  of  this
     Agreement based upon the actual number of days lapsed divided by 365.

6.   Legal and Tenant Coordination Expenses:

     Owner agrees to pay Agent, to defray in-house legal expenses and tenant
     coordination  expenses (a) with respect to each new lease  and  each  lease
     renewal  of  mall  shops and free-standing buildings (other  than  a  lease
     renewal or extension resulting from the exercise of an option contained  in
     such lease), an amount equal to  the Agent's actual costs of providing such
     services,  limited  however to the annual amount which  is  capitalized  as
     tenant allowance costs under the Owner's customary accounting practices  as
     Agent and Owner shall mutually agree and as recorded in the Owner's audited
     annual financial statements.  Such fees shall be payable monthly in arrears
     using  estimated fees per square foot, based on the estimated  annual  fee;
     the  monthly  estimated  fees shall be adjusted to a  final  actual  amount
     within  90  days after the Owner's fiscal year end.  Agent and Owner  shall
     use  their  best  efforts to estimate the monthly fee per square  foot  and
     shall  adjust  the amount periodically during the year as  mutually  agreed
     upon.

7.   Leasing and Land Sale Fees:

     (i)  Leasing Commission:

          Agent shall be entitled to commissions for leases secured, in addition
     to other fees and compensation provided in this Agreement,  equal to  the
     Agent's  actual  costs of providing leasing services related  to  permanent
     leases  (those with an initial term in excess of one year), limited however
     to  the  aggregate  amount which is capitalized as lease acquisition  costs
     under  the Owner's customary accounting practices as Agent and Owner  shall
     mutually  agree  and  as recorded in the Owner's audited  annual  financial
     statements.  Such fees shall be payable monthly in arrears using  estimated
     fees  per  square  foot,  based on the estimated annual  fee;  the  monthly
     estimated  fees shall be adjusted to a final actual amount within  90  days
     after  the  Owner's fiscal year end.  Agent and Owner shall use their  best
     efforts  to  estimate the monthly fee per square foot and shall adjust  the
     amount periodically during the year as mutually agreed upon.

          (ii) Brokerage Commissions:

            Owner  and  Agent  acknowledge  that  some  leasing  and  land  sale
     transactions will involve the use of an independent real estate  broker  or
     real estate sales agent, who will be paid a commission for introducing  and
     bringing  a  prospective tenant or purchaser to the  Premises.   Agent  may
     utilize  brokers in connection with carrying out its leasing and land  sale
     activities,  and  shall  be  reimbursed by Owner  for  the  cost  of  those
     Brokerage Commissions in the following circumstances:

          (a)  Agent was required to recognize the broker or sales agent as the
               representative of the prospective tenant or purchaser and was not
               allowed or permitted the opportunity to contact or negotiate with
               the tenant or purchaser except through the broker or sales agent,
               and this fact was disclosed to Owner.

          (b)  Agent disclosed to Owner the existence of the broker or sales
               agent  and the brokerage fee at the time the proposed leasing  or
               land sale  transaction was submitted to Owner for approval.
               
Except  as provided in (a) and (b) above, Agent shall assume the sole  cost  and
responsibility for broker commissions.

     (iii)     Land Sale Commission:

           For services provided pursuant to Section 2.7(e), Owner shall pay the
     Agent  a  sales commission equal to fifteen percent (15%) of  the  adjusted
     sales  price ("Sales Commission"), as compensation for overhead  associated
     with  the  services  of certain employees of Agent.  For  purposes  of  the
     foregoing  "adjusted sales price" shall mean the gross proceeds payable  to
     Owner  less  reasonable and necessary development costs paid  by  Owner  in
     connection with the transfer.  One-half (1/2) of the Sales Commission shall
     be  due  and  payable to Agent at the time a mutually binding Agreement  of
     Sale  with  respect  to  any  Sale Property  is  fully-executed,  with  the
     computation  of  such amount being based on the gross proceeds  payable  to
     Owner.   The balance of the Sales Commission shall be paid to Agent at  the
     time of closing of any such sale.

     8.   Excluded Services:

     Notwithstanding anything to the contrary contained herein, the parties
     acknowledge  that it is not within the contemplation of this  Agreement  or
     the  fee structure included herein that the Agent perform any services with
     respect  to the following:  any "due diligence" or similar efforts relating
     to  any  financing,  refinancing or sale or disposition  of  the  Premises;
     zoning  compliance  of  the Premises; performing or supervising  (including
     tenant   room  build-outs  or  remodeling)  any  extensive  alteration   or
     renovation to the Premises; asbestos and/or other environmental studies and
     any  related  abatement or remediation activities for any tenant  premises,
     site  acquisitions of additional ground for the expansion of the  Premises;
     reconstruction  after  casualty or condemnation;  leasing,  management,  or
     construction  relating  to  any proposed or implemented  expansion  of  the
     Premises  or work generally classified as "development" work in  connection
     with  the  same; renewals or renegation of leases or other agreements  with
     department  stores  if  such  involves substantial  changes  from  existing
     documents  (including,  without  limitation,  negotiation  of  new  leases,
     renewal  leases,  operating  covenants,  renovation  provisions,  expansion
     rights,  and like matters); or replacement of department stores  tenancies.
     Owner  shall  reimburse Agent for all such services rendered equal  to  the
     Agent's  actual  costs of providing such services, limited however  to  the
     annual  amount  which  is capitalized as tenant allowance  or  construction
     costs  under the Owner's customary accounting practices as Agent and  Owner
     shall  mutually  agree  and  as  recorded in  the  Owner's  audited  annual
     financial statements.  Such fees shall be payable monthly in arrears  using
     estimated  based  on the estimated annual fee; the monthly  estimated  fees
     shall be adjusted to a final actual amount within 90 days after the Owner's
     fiscal  year end.  Agent and Owner shall use their best efforts to estimate
     the  monthly fees and shall adjust the amount periodically during the  year
     as mutually agreed upon.

9.   Other Requested Services:

     If  Owner  requests  Agent  to provide its own  personnel  for  non-routine
     services which  Agent  is not obligated elsewhere in this Agreement to 
     perform  the compensation  for which is not provided for hereinabove, 
     unless  Owner  and Agent  otherwise agree to an acceptable fee for such 
     services, Owner  shall pay  Agent an amount equal to two and one-half 
     times the actual  base cost  of Agent's departmental personnel, as computed
     by Agent,  for  their time involved in performing such requested services, 
     plus reimbursement for any  out-of-pocket  costs  incurred incident to
     furnishing  such  requested services.   Owner  and Agent shall agree in
     advance as to the  hourly  base cost  to  be  applicable for the specific 
     services to  be  provided.   Such amount  or amounts shall be payable to 
     Agent  monthly within ten (10)  days after  Owner's receipt of Agent's 
     statement setting for the amount  payable to Agent.


                                    EXHIBIT B
                                        
INTENTIONALLY OMITTED


                                    EXHIBIT C
                                        
                               Leasing Guidelines
                                        
                                        
                                        
                                        
      Agent  shall  use a form or forms of lease; or with respect  to  temporary
tenants  and/or  short term promotional activities, a form or forms  of  license
agreement,   which have been prepared and submitted to Owner for  Owner's  prior
review and approval.  Agent will negotiate and make modifications to such  forms
as  directed by Owner, or as necessary or appropriate with respect to the  needs
of the particular transactions, utilizing methods and techniques consistent with
prevailing practices employed in management and leasing of shopping centers.

      For  all  agreements, excepting license agreements for  temporary  tenants
and/or  for  short  term  promotion activities,  all   essential  financial  and
business  terms and provisions of the lease or agreement, including construction
and  improvements  of  the leasehold, shall be presented for  Owner's  approval.
Tenant-signed  leases presented by Agent for Owner's review and execution  shall
be  consistent with such terms and conditions previously approved by  Owner,  or
with  such deviations or modifications identified for Owner's review.  Execution
of  tenant-signed leases that are presented by Agent for Owner's signature  will
acknowledge Owner's approval of the lease, its form, its terms and provisions.

      No  lease or other agreement shall be entered into, modified, canceled  or
extended  if  the  consent of any mortgagee or ground lessor is required  unless
such  consent  has  been  obtained.  Agent will notify  Owner  when  consent  is
required.


EXHIBIT 10.9
                                        
                                        
                       CROWN AMERICAN WL ASSOCIATES, L.P.
                                       and
                   CROWN AMERICAN FINANCING PARTNERSHIP, L.P.
                                   (Borrower)
                                        
                                        
                                       to
                                        
                                        
                      GENERAL ELECTRIC CAPITAL CORPORATION
                                    (Lender)
          
          
                                        
                                        
                                        
                                        
                                        
                         AMENDED AND RESTATED PERMANENT
                                 LOAN AGREEMENT
          
          
          
          
          
               
               
                         Dated: As of August 28, 1998
                                        
                                        
                          Crown American Mall Portfolio
                                        
                                        
                              DOCUMENT PREPARED BY:
                                        
                          Cadwalader, Wickersham & Taft
                                 100 Maiden Lane
                               New York, NY  10038
                     Attention:  William P. McInerney, Esq.




                                TABLE OF CONTENTS
                                        
                                                                             
                                                               Page
                                        
                                    ARTICLE 1
                                        
                               CERTAIN DEFINITIONS
                                        
Section 1.1  Certain Definitions                                1
                                        
                                    ARTICLE 2
                                        
                                   LOAN TERMS
                                        
Section 2.1  The Loan                                          21
Section 2.2  Interest Rate                                     21
Section 2.3  Terms of Payment                                  21
Section 2.4  Maturity                                          22
Section 2.5  Payments and Computations                         22
Section 2.6  Intentionally Omitted                             23
Section 2.7  Substitution of Properties                        23
Section 2.8  Release of Option Parcels                         33
Section 2.9  Release of Out-Parcels                            35
Section 2.10  Release of Construction Parcels                  39
Section 2.11  Additional Collateral Parcels                    42
Section 2.12  Prepayment; Substitution of Collateral           45
Section 2.13  Release of Property                              48
                                        
                                    ARTICLE 3
                                        
                     SECURITY; RESERVES AND CASH MANAGEMENT
                                        
Section 3.1  Security; Establishment of Funds                  50
Section 3.2  Pledge and Grant of Security Interest             52
Section 3.3  Disbursement of Funds                             52
Section 3.4  Cash Management System                            55
Section 3.5  Payments Received Under the Cash Management 
             Agreement                                         57
                                        
                                    ARTICLE 4
                                        
                              CONDITIONS PRECEDENT
                                        
Section 4.1  Closing Conditions                                57
                                        
                                    ARTICLE 5
                                        
                      INSURANCE, CONDEMNATION, AND IMPOUNDS
                                        
Section 5.1  Insurance; Casualty and Condemnation              61
Section 5.2  Condemnation                                      65
Section 5.3  Restoration                                       66
Section 5.4  Impounds                                          70
                                        
                                    ARTICLE 6
                                        
                              ENVIRONMENTAL MATTERS
                                        
Section 6.1  Certain Definitions                               71
Section 6.2  Representations and Warranties on Environmental 
             Matters                                           72
Section 6.3  Covenants on Environmental Matters                73
Section 6.4  Allocation of Risks and Indemnity                 75
Section 6.5  No Waiver                                         76
                                        
                                    ARTICLE 7
                                        
                                 LEASING MATTERS
                                        
Section 7.1  Representations and Warranties on Leases          76
Section 7.2  Standard Lease Form; Approval Rights              77
Section 7.3  Covenants                                         77
Section 7.4  Tenant Estoppels                                  78
                                        
                                    ARTICLE 8
                                        
                         REPRESENTATIONS AND WARRANTIES
                                        
Section 8.1  Organization, Power and Authority                 78
Section 8.2  Validity of Loan Documents                        78
Section 8.3  No Conflicts                                      79
Section 8.4  Liabilities; Litigation                           79
Section 8.5  Taxes and Assessments                             80
Section 8.6  Other Agreements; Defaults                        80
Section 8.7  Title                                             80
Section 8.8  Compliance with Law                               80
Section 8.9  Location of Borrower                              81
Section 8.10  ERISA                                            81
Section 8.11  Forfeiture                                       81
Section 8.12  Tax Filings                                      81
Section 8.13  Solvency                                         82
Section 8.14  Full and Accurate Disclosure                     82
Section 8.15  Flood Zone                                       82
Section 8.16  Federal Reserve Regulations                      83
Section 8.17  Insurance                                        83
Section 8.18  Use of Properties                                83
Section 8.19  Certificate of Occupancy; Licenses               83
Section 8.20  Physical Condition                               83
Section 8.21  Boundaries                                       83
Section 8.22  Survey                                           84
Section 8.23  Loan to Value                                    84
Section 8.24  Filing and Recording Taxes                       84
Section 8.25  Single Purpose Entity/Separateness               84
Section 8.26  Management Agreement                             87
Section 8.27  Investment Company Act                           88
Section 8.28  Ground Lease Representations and Warranties      88
Section 8.29  Reciprocal Easement Agreements                   89
                                        
                                    ARTICLE 9
                                        
                               FINANCIAL REPORTING
                                        
Section 9.1  Financial Statements                              90
Section 9.2  Accounting Principles                             91
Section 9.3  Other Information; Access                         92
Section 9.4  Format of Delivery                                92
Section 9.5  Additional Financial Requirements                 92
                                        
                                   ARTICLE 10
                                        
                                    COVENANTS
                                        
Section 10.1  Due on Sale and Encumbrance; Transfers of 
              Interests                                        94
Section 10.2  Taxes; Utility Charges                           94
Section 10.3  Management                                       95
Section 10.4  Operation; Maintenance; Inspection               95
Section 10.5  Taxes on Security                                95
Section 10.6  Legal Existence; Name, Etc.                      96
Section 10.7  Further Assurances                               96
Section 10.8  Estoppel Certificates                            96
Section 10.9  Notice of Certain Events                         96
Section 10.10  Indemnification                                 97
Section 10.11  Payment For Labor and Materials                 97
Section 10.12  Alterations                                     97
Section 10.13  Handicapped Access                              98
Section 10.14  Additional Retail Covenants                     99
                                        
                                   ARTICLE 11
                                        
                                EVENTS OF DEFAULT
                                        
Section 11.1  Payments                                        100
Section 11.2  Insurance                                       100
Section 11.3  Single Purpose Entity                           100
Section 11.4  Insolvency Opinion                              100
Section 11.5  Taxes                                           100
Section 11.6  Sale, Encumbrance, Etc.                         100
Section 11.7  Representations and Warranties                  100
Section 11.8  Other Encumbrances                              100
Section 11.9  Involuntary Bankruptcy or Other Proceeding      101
Section 11.10  Voluntary Petitions, Etc.                      101
Section 11.11  Ground Lease Rent                              101
Section 11.12  Ground Lease Default                           101
Section 11.13  Secured Credit Line                            101
Section 11.14  Covenants                                      102
                                        
                                   ARTICLE 12
                                        
                                    REMEDIES
                                        
Section 12.1  Remedies - Insolvency Events                    102
Section 12.2  Remedies - Other Events                         102
Section 12.3  Lender's Right to Perform the Obligations       103
Section 12.4  Cross-Default; Cross-Collateralization; 
              Waiver of Marshalling of Assets                 104
                                        
                                   ARTICLE 13
                                        
                            LIMITATIONS ON LIABILITY
                                        
Section 13.1  Limitation on Liability                         105
Section 13.2  Limitation on Liability of Officers, 
              Employees, Etc.                                 106
                                        
                                   ARTICLE 14
                                        
                               SPECIAL PROVISIONS
                                        
Section 14.1  Achievements                                    106
Section 14.2  Permitted Transfers                             107
Section 14.3  Servicer                                        110
Section 14.4  Securitization                                  110
Section 14.5  Securitization Indemnification                  111
                                        
                                   ARTICLE 15
                                        
                                  MISCELLANEOUS
                                        
Section 15.1  Notices                                         113
Section 15.2  Amendments and Waivers                          114
Section 15.3  Limitation on Interest                          114
Section 15.4  Invalid Provisions                              115
Section 15.5  Reimbursement of Expenses                       115
Section 15.6  Approvals; Third Parties; Conditions            116
Section 15.7  Lender Not in Control; No Partnership           116
Section 15.8  Time of the Essence                             116
Section 15.9  Successors and Assigns                          116
Section 15.10  Renewal, Extension or Rearrangement            117
Section 15.11  Waivers                                        117
Section 15.12  Cumulative Rights; Joint and Several Liability 117
Section 15.13  Singular and Plural                            117
Section 15.14  Phrases                                        117
Section 15.15  Schedules                                      117
Section 15.16  Titles of Articles, Sections and Subsections   117
Section 15.17  Promotional Material                           118
Section 15.18  Brokers and Financial Advisors                 118
Section 15.19  Survival                                       118
Section 15.20  Waiver Of Jury Trial                           118
Section 15.21  Waiver of Punitive or Consequential Damages    119
Section 15.22  Governing Law                                  119
Section 15.23  Entire Agreement                               120
Section 15.24  Counterparts                                   120
Section 15.25  Prior Loan                                     120
                                        
                                        
                                LIST OF SCHEDULES
                                        

SCHEDULE I          WYOMING VALLEY AND LOGAN VALLEY
                    GROUND LEASES

SCHEDULE II         UNIONTOWN GROUND LEASES

SCHEDULE III        REQUIRED REPAIRS

SCHEDULE IV         RELEASE AMOUNTS

SCHEDULE V          RENT ROLL

SCHEDULE VI         ANCHOR LEASES

SCHEDULE VII        VIEWMONT MALL PLAN (LONE STAR - ORANGE)

SCHEDULE VIII       SITE ASSESSMENTS

SCHEDULE IX         LITIGATION

SCHEDULE X          NEW RIVER VALLEY MALL PLAN (PARTHENON - ORANGE)

SCHEDULE XI         NON-DEFEASANCE OPTION PARCEL PLANS (PATRICK HENRY AND
                    NITTANY MAY PARCELS)

SCHEDULE XII        DEFEASANCE OPTION PARCEL PLANS (ORANGE)

SCHEDULE XIII       OUT-PARCEL PLANS:
                      (DEFEASANCE OUT-PARCELS (BLUE);
                      NON-DEFEASANCE OUT-PARCELS (GREEN);   CONSTRUCTION PARCELS
                      (PURPLE);
                      FUTURE ROAD PARCEL (PURPLE CROSS-HATCH))

SCHEDULE XIV        RENOVATIONS

SCHEDULE XV         ENVIRONMENTAL REPAIRS

SCHEDULE XVI        OUT-PARCEL MINIMUM RELEASE AMOUNT


                  AMENDED AND RESTATED PERMANENT LOAN AGREEMENT
                                        
          
          This  Amended and Restated Permanent Loan Agreement (this "Agreement")
is  entered  into  as  of  August  28, 1998, between  GENERAL  ELECTRIC  CAPITAL
CORPORATION,  a  New  York corporation, whose address is 292  Long  Ridge  Road,
Stamford, Connecticut  06927 ("Lender"), Crown American WL Associates, L.P. ("WL
Associates"),  a Pennsylvania limited partnership whose address  is  Pasquerilla
Plaza,  Johnstown, Pennsylvania 15901 and Crown American Financing  Partnership,
L.P.,  a  Delaware  limited  partnership, whose address  is  Pasquerilla  Plaza,
Johnstown,  Pennsylvania   15901  ("Financing Partnership";  WL  Associates  and
Financing   Partnership  are  hereinafter  collectively  referred  to   as   the
"Borrower").
                                        
                              W I T N E S S E T H :
          
          WHEREAS, WL Associates and Lender were parties to that certain Interim
Loan Agreement, dated as of November 17, 1997 (the "Interim Loan Agreement");
          
          WHEREAS, pursuant to a certain assumption agreement entered into on or
about the date hereof among and between WL Associates, Financing Partnership and
Lender,  Borrower assumed the debt and all other obligations set  forth  in  the
Interim  Loan  Agreement  and  in  the loan  documents  executed  in  connection
therewith;
          
          WHEREAS,  Borrower  and Lender have agreed to amend  and  restate  the
terms of the Interim Loan Agreement in order to extend the maturity date of  the
debt  evidenced  thereby and to modify, amend and restate all  other  terms  and
provisions  thereof  in  accordance  with  the  terms  and  provisions  of  this
Agreement;
          
          WHEREAS, Lender has agreed in the manner hereinafter set forth to lend
additional  amounts  to  the Borrower and Borrower has  agreed  to  secure  such
additional  sums with additional collateral in the manner and to the extent  set
forth herein;
          
          NOW,   THEREFORE,  in  consideration  of  the  premises,  the   mutual
covenants, agreements, representations and warranties hereinafter contained, the
receipt  and  sufficiency of which are hereby acknowledged, the  parties  hereto
agree  that  the  Interim Loan Agreement is hereby amended and restated  in  its
entirety to read as follows:
                                        
                                        
                                    ARTICLE 1
                                        
                               CERTAIN DEFINITIONS
          
          Section 1.1  Certain Definitions.  As used herein, the following terms
have the meanings indicated:
          
          "Access Laws" has the meaning assigned in Section 10.13.
          
          "Acquired Properties" has the meaning assigned in Section 9.5(a).
          
          "Acquired  Property  Statements" has the meaning assigned  in  Section
9.5(a).
          
          "Additional  Collateral Acquisition Date" has the meaning assigned  in
Section 2.11(c)(i).
          
          "Additional   Collateral   Parcel"  has  the   meaning   assigned   in
Section 2.11(a).
          
          "Adjusted Rate" has the meaning assigned in Section 2.2.
          
          "Adjusted  Release Amount" shall mean for an Individual  Property  the
product  of  the  Pro-Rata Release Amount for such Individual Property  and  one
hundred  twenty-five percent (125%); provided, however, if  Borrower  elects  to
exercise  its option pursuant to Section 5.3(d) hereof to defease a  portion  of
the  Loan with respect to a Casualty or Condemnation of an applicable Individual
Property,  the Adjusted Release Amount for such purposes shall be deemed  to  be
the Pro-Rata Release Amount for such Individual Property.
          
          "Affiliate"  means  (a)  any corporation  in  which  Borrower  or  any
partner, shareholder, director, officer, member, or manager of Borrower directly
or  indirectly  owns or controls more than ten percent (10%) of  the  beneficial
interest,  (b)  any partnership, joint venture or limited liability  company  in
which  Borrower  or  any  partner, shareholder, director,  officer,  member,  or
manager  of  Borrower is a partner, joint venturer or member, (c) any  trust  in
which Borrower or any partner, shareholder, director, officer, member or manager
of  Borrower  is a trustee or beneficiary, (d) any entity of any type  which  is
directly or indirectly owned or controlled in an amount of ten percent (10%)  or
greater  by Borrower or any partner, shareholder, director, officer,  member  or
manager  of  Borrower, (e) any partner, shareholder, director, officer,  member,
manager or employee of Borrower, or (f)  any Borrower Party.
          
          "Agreement" means this Amended and Restated Permanent Loan  Agreement,
as amended from time to time.
          
          "Anchor  Lease(s)"  means  with respect to each  Individual  Property,
those  leases  set  forth on Schedule VI attached hereto and any  future  leases
entered  into  by the Borrower for the space leased pursuant to the  leases  set
forth in Schedule VI attached hereto.
          
          "Anchor  Tenant(s)" means (a) a tenant under an Anchor  Lease  or  (b)
with respect to a Construction Parcel, a tenant or store-owned occupant that  is
of substantially the same character and type as, but not necessarily limited to,
Sears  Roebuck  &  Co.,  J.C. Penney Company, Inc., The  May  Department  Stores
Company, The Bon-Ton Stores, Wal-Mart Stores and Dillard's or a state of the art
movie theater.
          
          "Annual  Budget"  means  the operating budget, including  all  planned
capital  expenditures,  for  all the Properties prepared  by  Borrower  for  the
applicable calendar year or other period.
          
          "Anticipated Repayment Date" means September 10, 2008.
          
          "Applicable  Interest  Rate"  shall mean  the  Contract  Rate  or  the
Adjusted  Rate, as applicable, in effect under the terms and provisions  of  the
Agreement.
          
          "Approved Annual Budget" has the meaning assigned in Section 2.5.5(a).
          
          "Assignment  of Leases and Rents" means the Assignment of  Leases  and
Rents  (amended  and  restated, if applicable), executed  by  Borrower  for  the
benefit of Lender, and pertaining to leases of space in each Individual Property
and  any  amendments,  modifications, renewals,  substitutions  or  replacements
thereof.
          
          "Award" has the meaning assigned in Section 5.2.
          
          "Bankruptcy Party" has the meaning assigned in Section 11.9.
          
          "Basic  Carrying  Costs"  shall mean, with respect  to  an  Individual
Property,  the  sum  of  the  following costs associated  with  such  Individual
Property  for  the  relevant  calendar year or payment  period:  (i)  taxes  and
assessments  with  respect to such Individual Property, (ii) Insurance  Premiums
with  respect  to such Individual Property, (iii) if applicable,  any  rent  due
under  the  Ground Lease effecting such Individual Property and (iv) maintenance
charges or other impositions.
          
          "Black  Rose  Antiques  Parcel" shall mean that  certain  Construction
Panel  being  operated as an antiques mall called "Black Rose Antiques"  at  the
Individual   Property  known  as  North  Hanover  Mall,  located   in   Hanover,
Pennsylvania.
          
          "Bon-Ton  Option"  means collectively those certain  purchase  options
granted in the following agreements: (i) with respect to the Individual Property
known as Wyoming Valley Mall located in Wilkes-Barre, Pennsylvania, that certain
Letter  Agreement, dated September 30, 1994, by and between The Bon-Ton  Stores,
Inc.,  as tenant, and the REIT, as landlord, (ii) with respect to the Individual
Property  known  as  Lycoming Mall located in Williamsport,  Pennsylvania,  that
certain  Second  Amendment to Lease dated September  30,  1994  by  and  between
Financing  Partnership, as landlord, and The Bon-Ton Stores, Inc. as tenant  and
(iii) with respect to the Individual Property known as the West Manchester  Mall
located  in  York, Pennsylvania, that certain Second Amendment  to  Lease  dated
September  30, 1994 by and between Financing Partnership, as landlord,  and  The
Bon-Ton Stores, as tenant.
          
          "Bonds" has the meaning assigned in Section 2.10(b)(viii).
          
          "Borrower"  has  the  meaning set forth in the  introduction  to  this
Agreement.
          
          "Borrower  Party"  means  any  guarantor  (including  Guarantor),  any
general partner of Borrower, and any general partner in any partnership that  is
a general partner of Borrower, at any level.
          
          "Business Day" means a day other than a Saturday, a Sunday, or a legal
holiday  on  which  national  banks located  in  the  State  of  New  York,  the
Commonwealth of Massachusetts, the Commonwealth of Pennsylvania or the State  of
Texas are not open for general banking business.
          
          "Capital  Expenditures" for any period means the amount  expended  for
items  capitalized  under  generally accepted accounting  principles  (including
expenditures for building improvements or major repairs, leasing commissions and
tenant improvements).
          
          "Cash Expenses" means, for any period, the operating expenses for  the
operation  of  the Properties as set forth in an Approved Annual Budget  to  the
extent  that such expenses are actually incurred by Borrower minus any  payments
into the Tax and Insurance Escrow Fund.
          
          "Cash Management Account" has the meaning set forth in Section 3.4(b).
          
          "Cash  Management  Agreement" has the meaning  set  forth  in  Section
3.4(a).
          
          "Casualty" has the meaning assigned in Section 5.1(g).
          
          "Casualty   Consultant"  has  the  meaning  set   forth   in   Section
5.3(b)(iii).
          
          "Casualty Retainage" has the meaning set forth in Section 5.3(b)(iv).
          
          "Cleanup  and Removal Costs" has the meaning assigned in  Section  6.2
hereof.
          
          "Closing Date" means the date the Loan is funded by Lender.
          
          "Code"  shall mean the Internal Revenue Code of 1986, as amended,  and
as  it may be further amended from time to time, any successor statutes thereto,
and  applicable U.S. Department of Treasury regulations issued pursuant  thereto
in temporary or final form.
          
          "Condemnation" has the meaning assigned in Section 5.2.
          
          "Condemnation Proceeds" has the meaning assigned in Section 5.3(b).
          
          "Construction Parcel" means collectively those certain parcels of real
property  substantially delineated in the color purple  on  the  plans  attached
hereto  as Schedule XIII and, if required by applicable law or an Anchor Tenant,
contiguous  parking  area  sufficient  to  provide  five  (5.0)  car  spaces  of
sufficient size to accommodate full standard size American built cars  for  each
one thousand (1,000) square feet of gross leaseable area within the Construction
Parcel.
          
          "Construction Parcel Release Amount" means for a Construction  Parcel,
the  greater of (a) the appraised value of the Construction Parcel based  on  an
appraisal  delivered to Lender (which in form and substance would be  acceptable
to a prudent lender); provided, however, with respect to the Construction Parcel
occupied  as  of  the  Closing  Date by Black Rose Antiques  at  the  Individual
Property  known as Hanover Mall, located in Hanover, Pennsylvania, the appraised
value shall be determined assuming a vacant anchor pad for the space occupied by
Black  Rose  Antiques, and (b) 100% of the net proceeds received  in  connection
with the sale of the Construction Parcel less Lender approved closing costs.
          
          "Construction Parcel Transferee" has the meaning assigned  in  Section
2.10(b)(ii).
          
          "Contract  Rate"  means  Seven and Forty-Three one-hundredths  percent
(7.43%).
          
          "Control"  means with respect to any Person, the power to  direct  the
management and policies of such Person, directly or indirectly, whether  through
the  ownership of voting securities or other beneficial interest or by  contract
or otherwise.
          
          "Credit Agreement" shall mean that certain Credit Agreement, dated  as
of  November  17,  1997, by and among Lender, Operating Partnership,  the  REIT,
Crown  American  Acquisition  Associates I,  L.P.,  Crown  American  Acquisition
Associates  II,  L.P., Crown American Acquisition Associates  III,  L.P.,  Crown
American  Acquisition Associates IV, L.P., Crown American Acquisition Associates
V,  L.P.,  Crown  American  Acquisition  Associates  VI,  L.P.,  Crown  American
Acquisition  Associates VII, L.P., Crown American Acquisition  Associates  VIII,
L.P.,  Crown  American  Acquisition  Associates  IX,  L.P.  and  Crown  American
Acquisition  Associates X, L.P., as amended by that certain First  Amendment  to
Credit  Agreement,  dated  December 12, 1997 by and  among  such  parties,  that
certain  Second Amendment to Credit Agreement, dated May 13, 1998, by and  among
such  parties  and  that  certain  Modification  of  Secured  Credit  Line  Loan
Documents, dated as of the date hereof, by and among such parties.
          
          "Credit Line Mortgage" shall mean, collectively, that certain (i) Open
End  Leasehold  Mortgage, Assignment of Leases and Rent, Security Agreement  and
Fixture  Filing,  (ii) Deed to Secure Debt, Assignment of Lease  and  Rents  and
Security  Agreement  and (iii) Deed of Trust, Assignment of  Leases  and  Rents,
Security, Agreement and Fixture Filing, all dated as of November 17, 1997  given
by Operating Partnership to Lender.
          
          "Credit  Line Note" shall mean that certain Promissory Note, dated  as
of November 17, 1997, in the stated principal amount of $150,000,000.00, made by
the  Operating  Partnership, the REIT, Crown American Acquisition Associates  I,
L.P., Crown American Acquisition Associates II, L.P., Crown American Acquisition
Associates  III,  L.P., Crown American Acquisition Associates  IV,  L.P.,  Crown
American  Acquisition Associates V, L.P., Crown American Acquisition  Associates
VI,  L.P.,  Crown  American  Acquisition Associates VII,  L.P.,  Crown  American
Acquisition  Associates  VIII, L.P., Crown American Acquisition  Associates  IX,
L.P. and Crown American Acquisition Associates X, L.P. in favor of Lender.
          
          "Debt"  shall mean the outstanding principal amount set forth in,  and
evidenced by, this Agreement and the Note together with all interest accrued and
unpaid thereon, default interest, late charges and all other sums (including the
Yield  Maintenance Premium) due to Lender in respect of the Loan under the Note,
this Agreement, the Mortgages or any other Loan Document.
          
          "Debt  Service"  means  the aggregate interest, fixed  principal,  and
other  payments due under the Loan, and on any other outstanding loans  approved
by Lender for the period of time for which calculated.
          
          "Debt  Service Coverage Ratio" shall mean a ratio for the twelve  (12)
full calendar months preceding the applicable period in which:
     
     (a)  the numerator is the Net Operating Income for such period as set forth
          in  the  statements required thereunder, excluding the  Net  Operating
          Income  for  the  Individual Property, or a portion thereof,  released
          from the lien of a Mortgage in connection with a Defeasance Event; and
     
     (b)  the  denominator is the aggregate amount of principal and interest due
          and  payable on the Note or, in the event that a Defeasance Event  has
          occurred, the Undefeased Note.

For  the  purposes of this definition, the amount of principal and interest  due
for  the  period from the date hereof until the tenth (10th) day  of  September,
2000  shall  be  equal to the payment of principal and interest  that  would  be
required to be made in order to fully amortize the Loan over a period of twenty-
five (25) years at the Contract Rate.  For informational purposes only, the Debt
Service  Coverage Ratio calculated by Lender as of the date hereof is  equal  to
1.64 to 1.0.
          
          "Debt Service Escrow Fund" has the meaning assigned in Section 3.1(d).
          
          "Default  Rate" means the lesser of (a) the maximum rate  of  interest
allowed by applicable law, and (b) five percent (5%) per annum in excess of  the
Applicable Interest Rate.
          
          "Default Yield Maintenance Premium" shall mean an amount equal to  the
greater of (a) one percent (1%) of the outstanding principal amount of the  Loan
to  be prepaid or satisfied, as applicable, or (b) the Yield Maintenance Premium
that would be required if a Defeasance Event had occurred in an amount equal  to
the  outstanding  principal amount of the Loan to be satisfied  or  prepaid,  as
applicable.
          
          "Defeasance Date" has the meaning assigned in Section 2.12(b)(i).
          
          "Defeasance  Deposit"  shall mean an amount  equal  to  the  remaining
principal  amount of the Note or the principal amount of the Defeased  Note,  as
applicable, the Yield Maintenance Premium, any costs and expenses incurred or to
be  incurred in the purchase of U.S. Obligations necessary to meet the Scheduled
Defeasance  Payments and any revenue, documentary stamp or intangible  taxes  or
any  other tax or charge due in connection with the transfer of the Note or  the
Defeased  Note,  as  applicable, the creation  of  the  Defeased  Note  and  the
Undefeased  Note,  if  applicable,  or  otherwise  required  to  accomplish  the
agreements of Sections 2.12 and 2.13 hereof.
          
          "Defeasance Event" has the meaning assigned in Section 2.12(b).
          
          "Defeased Note" has the meaning assigned in Section 2.12(b)(v).
          
          "Eligible Account" shall mean a separate and identifiable account from
all other funds held by the holding institution that is either (i) an account or
accounts maintained with a federal or state-chartered depository institution  or
trust company which complies with the definition of Eligible Institution or (ii)
a  segregated  trust  account or accounts maintained with  a  federal  or  state
chartered  depository  institution or trust  company  acting  in  its  fiduciary
capacity which, in the case of a state chartered depository institution or trust
company  is subject to regulations substantially similar to 12 C.F.R.   9.10(b),
having in either case a combined capital and surplus of at least $50,000,000 and
subject  to  supervision  or examination by federal  and  state  authority.   An
Eligible Account will not be evidenced by a certificate of deposit, passbook  or
other instrument.
          
          "Eligible Institution" shall mean either (i) The Chase Manhattan  Bank
or  (ii) any other depository institution or trust company acceptable to Lender,
provided that in the event a Securitization has occurred the appointment of such
entity  does  not  result in a requalification, downgrade or withdrawal  of  any
ratings  in  effect  immediately prior to such appointment  for  the  Securities
issued  in connection with a Securitization that are then outstanding; provided,
however,  in either case, in the event a Securitization has occurred, the  short
term  unsecured debt obligations or commercial paper of which are rated  by  the
Rating Agencies which rate the Loan as follows:  (a) at least A-1 by Standard  &
Poor's  Ratings Group, P-1 by Moody's Investors Service, Inc.,  D-1  by  Duff  &
Phelps Credit Rating Co. and F-1+ by Fitch IBCA Inc. in the case of accounts  in
which  funds  are held for 30 days or less or, (b) in the case  of  accounts  in
which  funds  are  held  for  more than 30 days, the long  term  unsecured  debt
obligations of which are rated at least "AA" by Fitch, Duff and S&P and "Aa2" by
Moody's.
          
          "Environmental   Escrow   Fund"   has   the   meaning   assigned    in
Section 3.1(h).
          
          "Environmental Laws" has the meaning assigned in Section 6.1(a).
          
          "ERISA" has the meaning assigned in Section 8.10(a).
          
          "Event of Default" has the meaning assigned in Article 11.
          
          "Exchange Act" has the meaning assigned in Section 14.5(a).
          
          "Exchange Act Filing" has the meaning assigned in Section 9.5(b).
          
          "Existing  Mortgages" means those certain fee and leasehold  mortgages
executed by the Operating Partnership and WL Associates in favor of Lender on or
about  November 17, 1997 and encumbering the Properties known as Wyoming  Valley
and  Logan Valley as such mortgages are modified, amended and restated  pursuant
to the provisions of this Agreement and the other Loan Documents.
          
          "Expansion  Escrow  Fund" shall mean collectively  the  Patrick  Henry
Expansion Escrow Fund and the Nittany Expansion Escrow Fund.
          
          "Extraordinary Expenses" means an extraordinary operating  expense  or
capital expense not set forth in an Approved Annual Budget.
          
          "Financing  Partnership" has the meaning set forth in the introduction
to this Agreement.
          
          "Fundamental Transaction" has the meaning assigned in Section 14.2(b).
          
          "Funds"  means the Required Repair Fund, the Replacement Escrow  Fund,
the  Rollover Escrow Fund, the Ground Lease Escrow Fund, the Debt Service Escrow
Fund,   the  Renovation  Escrow  Fund,  the  Expansion  Escrow  Fund   and   the
Environmental Escrow Fund.
          
          "Future  Road  Dedication  Agreement" means  those  certain  deeds  of
dedication, or similar agreements, executed from time to time by Borrower or its
predecessor in favor of the Governmental Authority having jurisdiction over  the
applicable Individual Property, dedicating the real property delineated  in  the
color  of purple with cross-hatch on the plans attached hereto as Schedule  XIII
for the use of public roads.
          
          "Future Road Parcel" means collectively those certain parcels of  real
property  as  delineated in the color of purple with cross-hatch  on  the  plans
attached hereto as Schedule XIII.
          
          "GAAP" has the meaning assigned in Section 9.2.
          
          "Governmental   Authority"  shall  mean  any  court,  board,   agency,
commission,  office or authority of any nature whatsoever for  any  governmental
unit  (federal,  state, county, district, municipal, city or otherwise)  whether
now or hereafter in existence.
          
          "Ground Lease Escrow Fund" has the meaning assigned in Section 3.1(e).
          
          "Ground  Leases" shall mean collectively the Uniontown  Ground  Leases
and the WL Ground Leases.
          
          "Ground Lessor" shall mean the lessor under a Ground Lease.
          
          "Guarantor" means Crown Investment Trust.
          
          "Guaranty" means that certain guaranty dated the date hereof from  the
Guarantor in favor of the Lender and securing payment of a portion of the Loan.
          
          "Hazardous Materials" has the meaning assigned in Section 6.1(b).
          
          "Hazardous Materials Indemnity Agreement" means that certain hazardous
materials  indemnity  agreement  dated the  date  hereof  by  the  Borrower  and
Indemnitor in favor of Lender.
          
          "Improvements"  shall have the meaning assigned to such  term  in  the
related Mortgage with respect to each Individual Property.
          
          "Incidental Space" has the meaning assigned in Section 2.9(v).
          
          "Indebtedness"  means, for any Person, without duplication:   (a)  all
indebtedness of such Person for borrowed money, for amounts drawn under a letter
of  credit, or for the deferred purchase price of property for which such Person
or its assets is liable, (b) all unfunded amounts under a loan agreement, letter
of  credit,  or other credit facility for which such Person would be liable,  if
such  amounts were advanced under the credit facility, (c) all amounts  required
to  be paid by such Person as a guaranteed payment to partners or a preferred or
special  dividend,  including any mandatory redemption of shares  or  interests,
(d)  all indebtedness guaranteed by such Person, directly or indirectly, (e) all
obligations under leases that constitute capital leases for which such Person is
liable, and (f) all obligations of such Person under interest rate swaps,  caps,
floors,  collars and other interest hedge agreements, in each case whether  such
Person  is liable contingently or otherwise, as obligor, guarantor or otherwise,
or  in  respect  of which obligations such Person otherwise assures  a  creditor
against loss.
          
          "Indemnitor"   means   collectively  the  REIT   and   the   Operating
Partnership.
          
          "Independent Director" has the meaning assigned in Section 8.25(q).
          
          "Individual  Property"  means each parcel of  real  property  and  the
improvements thereon owned which is encumbered by a Mortgage, together with  all
rights  pertaining  to  such  property and improvements,  as  more  particularly
described  in the granting clauses of such Mortgage and referred to  therein  as
the "Property".
          
          "Insolvency Opinion" has the meaning assigned in Section 8.25(s).
          
          "Insurance Premiums" has the meaning assigned in Section 5.1(b).
          
          "Insurance Proceeds" has the meaning assigned in Section 5.3(b).
          
          "Insurance  Trigger Event" means (a) an Event of Default  exists,  (b)
the Debt Service Coverage Ratio for the Properties is less than 1.30 to 1.0, (c)
Borrower defaults in its obligations to pay all Insurance Premiums when  due  as
required  by  Section  5.1  hereof, or (d) the Anticipated  Repayment  Date  has
occurred and the Debt has not been paid in full.
          
          "Interest  Period" shall mean with respect to a Payment Date  (a)  the
period commencing on the date hereof and ending on ninth (9th) day of September,
1998  for  the  first period hereunder, and (b) for each period thereafter,  the
period  commencing  on  the tenth (10th) day of the calendar  month  immediately
preceding the calendar month in which such Payment Date occurs and ending on and
including  the ninth (9th) day of the calendar month in which such Payment  Date
occurs.
          
          "Interim  Loan  Agreement" has the meaning assigned  in  the  recitals
hereto.
          
          "ISRA" has the meaning assigned in Section 6.1(a).
          
          "Joinder  Party"  means  the REIT and the Operating  Partnership,  the
signatories to the Joinder hereto.
          
          "Lease"  shall  mean  all  leases,  subleases,  occupancy  agreements,
licenses, concessions, rental contracts and other agreements (written  or  oral)
now  or  hereafter existing relating to the use or occupancy of the  Properties,
including, but not limited to, the Anchor Leases and Major Leases, together with
all  guarantees,  letters  of  credit and other credit  support,  modifications,
extensions  and  renewals thereof, whether before or  after  the  filing  by  or
against  Borrower of any petition of relief under 11 U.S.C.  101  et  seq.,  and
all related security and other deposits.
          
          "Legal  Requirements"  shall  mean, with respect  to  each  Individual
Property,  federal,  state, county, municipal and other  governmental  statutes,
laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions
of  Governmental  Authorities affecting such Individual  Property  or  any  part
thereof  or the construction, use, alteration or operation thereof, or any  part
thereof,  whether  now  or  hereafter enacted and in  force,  and  all  permits,
licenses and authorizations and regulations relating thereto, and all covenants,
agreements,  restrictions and encumbrances contained in any instruments,  either
of  record  or known to Borrower, at any time in force affecting such Individual
Property or any part thereof, including, without limitation, any which  may  (i)
require  repairs, modifications or alterations in or to such Individual Property
or any part thereof, or (ii) any way limit the use and enjoyment thereof.
          
          "Liabilities" has the meaning assigned in Section 14.5(b).
          
          "Lien"  means, with respect to each Individual Property any  interest,
or claim thereof, in such Individual Property securing an obligation owed to, or
a claim by, any Person other than the owner of such Individual Property, whether
such interest is based on common law, statute or contract, including the lien or
security   interest  arising  from  a  deed  of  trust,  mortgage,   assignment,
encumbrance, pledge, security agreement, conditional sale or trust receipt or  a
Lease,  consignment,  other than mechanics liens that  are  bonded  or  released
within ninety (90) days after their occurrence.
          
          "Loan"  means the loan made by Lender to Borrower under this Agreement
and all other amounts secured by the Loan Documents.
          
          "Loan  Documents" means:  (a) this Agreement, (b) the  Note,  (c)  the
Mortgage  for each Individual Property, (d) the Assignment of Leases  and  Rents
for  each  Individual Property, (e) the Hazardous Materials Indemnity Agreement,
(f)  Uniform Commercial Code financing statements, (g) the Manager's Consent and
Subordination  of  Management Agreement for each Individual  Property,  (h)  the
Guaranty, (i) the Cash Management Agreement, (j) all other documents executed by
any  Borrower  Party,  the  REIT,  or  the  Operating  Partnership,  evidencing,
securing,  governing  or otherwise pertaining to the Loan,  including,  but  not
limited  to,  any  additional mortgages, assignments of  leases  and  rents  and
guaranties,  and  (k) all amendments, modifications, renewals, substitutions  or
replacements of any of the foregoing.
          
          "Lone Star Option" means with respect to the Individual Property known
as Viewmont Mall located in Scranton, Pennsylvania, that certain purchase option
contained  in  that certain Lease Agreement, dated September  4,  1996,  between
Financing  Partnership, as landlord, and Lone Star Steak  House  and  Saloon  of
Pennsylvania, Inc., as tenant.
          
          "Lycoming  Bon-Ton  Option"  has  the  meaning  assigned  within   the
definition of "Bon-Ton Option".
          
          "Major  Lease(s)" shall mean with respect to each Individual Property,
a  lease  that is for greater than or equal to ten thousand square feet  (10,000
sq.  ft.)  of the gross leaseable area of such Individual Property,  or  greater
than  or  equal to ten percent (10%) of the total gross rental revenues of  such
Individual Property, and shall have an initial term of not less than  three  (3)
years.
          
          "Major Tenant(s)" means a tenant under a Major Lease.
          
          "Major Trade Contract" means any Trade Contract that either (i) has  a
contract  or purchase price, as the case may be, whether initially or thereafter
by virtue of any modification or amendment, equal to or in excess of $250,000.00
or  (ii)  is  for  an  essential trade or supply component of  the  Construction
Parcel; for purposes of this definition of Major Trade Contract, multiple  Trade
Contracts  with a single contractor or supplier, as the case may  be,  shall  be
deemed to be one Trade Contract.
          
          "Major Trade Contractor" means any contractor or supplier, as the case
may be, under a Major Trade Contract.
          
          "Management  Agreement"  means,  collectively,  with  respect  to  any
Individual  Property, the management agreement, dated as of  the  Closing  Date,
entered  into by and between either WL Associates or Financing Partnership,  and
the  Manager  pursuant to which the Manager is to provide management  and  other
services with respect to said Individual Property.
          
          "Management Fee" shall mean an amount equal to five percent (5.0%) per
annum of Operating Revenues for each Individual Property.
          
          "Manager" means the Operating Partnership in its capacity as "Manager"
under the Management Agreement, or any successor acting in such capacity.
          
          "Market  Substitute  Property  Option" has  the  meaning  assigned  in
Section 2.7(xx).
          
          "Maturity Date" means the earliest of (a) September 10, 2025; (b)  any
earlier  date  on  which the entire Loan is required to  be  paid  in  full,  by
acceleration  or  otherwise, under this Agreement  or  any  of  the  other  Loan
Documents;  or  (c)  if  the  Loan is not subject to  a  Securitization  on  the
Anticipated  Repayment Date, the Anticipated Repayment Date; provided,  however,
prior to a Securitization, Lender may nevertheless at its option, upon notice to
Borrower, elect to establish the Anticipated Repayment Date as the Maturity Date
in all cases.
          
          "May Option" shall mean collectively those certain options to purchase
granted in the following agreements: (i) with respect to the Individual Property
known as Wyoming Valley Mall located in Wilkes-Barre, Pennsylvania, that certain
Option  to  Purchase  Agreement dated November 30, 1994 between  Crown  American
Realty  Trust  and The May Department Stores Company ("May"), recorded  in  Deed
Book  2513,  Page  576 of Luzerne County, Pennsylvania, wherein  Crown  American
Realty Trust granted to May an option to purchase a certain parcel of land  with
the  improvements  being all of Outparcel "H" as shown on the  subdivision  plan
entitled  "Outparcel "H" Minor Subdivision" dated October 13,  1997,  containing
approximately 7.89 acres of land (the "Wyoming May Option"); (ii)  with  respect
to  the Individual Property known as Patrick Henry Mall located in Newport News,
Virginia,  that certain Lease and Contract to Purchase Real Estate dated  as  of
April 6, 1998 between Financing Partnership and May, to be recorded in the  city
of  Newport News, Virginia, wherein Financing Partnership granted May an  option
to purchase a certain parcel of real property as more particularly described and
shown  on  Schedule  XI  attached hereto (the "Patrick Henry  May  Option")  and
(iii)  with respect to the Individual Property known as Nittany Mall located  in
State  College,  Pennsylvania, that certain Memorandum  of  Lease  and  Purchase
Agreement  dated  as  of July 23, 1998 between Financing  Partnership  and  May,
recorded  in  Deed  Book 1022, Page 838 of Centre County, Pennsylvania,  wherein
Financing Partnership granted May an option to purchase a certain parcel of real
property as more particularly described and shown on Schedule XI attached hereto
(the "Nittany May Option").
          
          "Monthly  Debt  Service Payment Amount" has the  meaning  assigned  in
Section 2.3(a).
          
          "Mortgage"  or  "Mortgages"  means  one  or  more  of  the   Mortgage,
Assignment of Leases and Rents, Security Agreement and Fixture Filing, the  Deed
of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing,
the  Fee  and  Leasehold  Mortgage, Assignment of  Leases  and  Rents,  Security
Agreement  and Fixture Filing, or the Leasehold Mortgage, Assignment  of  Leases
and  Rents,  Security  Agreement and Fixture Filing  (amended  and  restated  as
applicable) executed by one or more of WL Associates, the Financing Partnership,
the  Operating  Partnership and the county of Fayette in favor of  Lender,  each
covering  an  Individual  Property and any amendments, modifications,  renewals,
substitutions or replacements thereof.
          
          "Net  Cash  Flow  After Debt Service" for any period  shall  mean  the
amount  obtained by subtracting Debt Service for such period from Net  Operating
Income.
          
          "Net  Operating  Income"  means  the amount  obtained  by  subtracting
Operating Expenses from Operating Revenues.
          
          "Net Proceeds" has the meaning assigned in Section 5.3(b).
          
          "Net   Proceeds  Deficiency"  has  the  meaning  assigned  in  Section
5.3(b)(vi).
          
          "Nittany  Expansion Escrow Fund" has the meaning assigned  in  Section
3.1(g)(ii).
          
          "Nittany May Option" has the meaning assigned within the definition of
"May Option".
          
          "NJDEP" has the meaning assigned in Section 6.3 hereof.
          
          "Non-Market  Substitute Property Option" has the meaning  assigned  in
Section 2.7(xx).
          
          "Note" means the Amended and Restated Promissory Note of even date, in
the  stated  principal  amount of $465,000,000.00,  executed  by  Borrower,  and
payable to the order of Lender in evidence of the Loan as the same may hereafter
be  modified, amended, restated, renewed or replaced and including any  Defeased
and Undefeased Note that may exist from time to time.
          
          "Offering Document" has the meaning assigned in Section 14.5(a).
          
          "Offering Document Date" has the meaning assigned in Section 9.5(d).
          
          "Operating  Expenses" means all reasonable and necessary  expenses  of
operating the Properties in the ordinary course of business which are payable in
cash by Borrower and which are directly associated with and fairly allocable  to
the  Properties  for  the applicable period, including  real  estate  taxes  and
assessments, insurance premiums, maintenance costs, management fees and costs in
an  amount  no  less  than five percent (5%) of Operating Revenues,  accounting,
legal, and other professional fees, fees relating to environmental and net  cash
flow  and  audits,  and  other expenses incurred by  Lender  and  reimbursed  by
Borrower under this Agreement and the other Loan Documents, wages, salaries, and
personnel expenses, but excluding Debt Service, capital expenditures, any of the
foregoing  expenses  which  are paid from deposits to cash  reserves  previously
included as Operating Expenses, any payment or expense for which Borrower was or
is  to  be  reimbursed from proceeds of the Loan or insurance or  by  any  third
party,   and  any  non-cash  charges  such  as  depreciation  and  amortization.
Operating  Expenses shall not include federal, state or local  income  taxes  or
legal  and other professional fees unrelated to the operation of the Properties.
For  the purpose of computing the amount of Operating Expenses as defined  above
for  any  period, expenses shall be recognized in the period in which they  were
incurred using GAAP regardless of the period in which they were paid in cash  by
the Borrower.
          
          "Operating   Partnership"  means  Crown  American  Properties,   L.P.,
together with its successors and assigns.
          
          "Operating Revenues" means all amounts receivable in cash for Borrower
from  operation  of  the  Properties or otherwise  arising  in  respect  of  the
Properties  which  are properly allocable to the Properties for  the  applicable
period,  including receipts from Leases and parking agreements, concession  fees
and  charges and other miscellaneous operating revenues, but excluding  security
deposits  and earnest money deposits until they are forfeited by the  depositor,
advance  rentals  until  they are earned, and proceeds  from  a  sale  or  other
disposition.   Operating  Revenues shall not include  (i)  any  condemnation  or
insurance  proceeds  (other  than  business interruption  insurance),  (ii)  any
proceeds  resulting from the sale, exchange, transfer, financing or  refinancing
of all or any part of the Properties, (iii) any rent accrued by Borrower but not
received  because  of  any free rent provisions, step rent provisions  or  other
rental  concessions in any Lease, (iv) any repayments received from  tenants  of
principal  loaned  or  advanced to tenants by Borrower,  (v)  any  payments  due
pursuant  to  the  terms  of any Lease in connection with  the  cancellation  or
termination  of  a Lease, (vi) investment income on any reserves  or  funds  not
related   to  the  normal  operation  of  the  Properties,  including,   without
limitation,  funds allocated to pay for construction expenses (vii) amortization
of  any  payments  previously  made to tenants  for  operating  covenants  which
Borrower  records  as  a reduction of revenues in its financial  statements,  or
(viii)  any type of income that would otherwise be considered Operating Revenues
pursuant to the provisions above but is paid directly by any tenant to a  person
or  entity  other  than Borrower.  For the purpose of computing  the  amount  of
Operating Revenues as defined above for any period, revenues shall be recognized
in  the period in which they were earned using GAAP regardless of the period  in
which  they were paid in cash to the Borrower, provided, however, that  any  bad
debt  expense  as  determined in accordance with GAAP  shall  be  deducted  from
Operating Revenues.
          
          "Option  Agreements" means, collectively, the Bon-Ton Option, the  May
Option,  the  Lone  Star Option, the Parthenon Option, the  Substitute  Property
Option and the Future Road Dedication Agreement.
          
          "Option  Parcel" means collectively (i) with respect to  the  Lycoming
Bon-Ton  Option,  the  demised premises together with  contiguous  parking  area
sufficient  to  provide five (5.0) car spaces of sufficient size to  accommodate
full standard size American built cars for each one thousand (1,000) square feet
of  gross leaseable area within the demised premises, (ii) with respect  to  the
West  Manchester  Bon-Ton Option, the demised premises together with  contiguous
parking  area  sufficient to provide five and four tenths (5.4)  car  spaces  of
sufficient size to accommodate full standard size American built cars  for  each
one  thousand  (1,000) square feet of gross leaseable area  within  the  demised
premises, (iii) with respect to the Wyoming Bon-Ton Option, the demised premises
together  with  contiguous parking area sufficient to  provide  five  (5.0)  car
spaces of sufficient size to accommodate full standard size American built  cars
for  each  one thousand (1,000) square feet of gross leaseable area  within  the
demised  premises, (iv) with respect to the Patrick Henry May Option,  the  real
property  more particularly described on Schedule XI attached hereto;  (v)  with
respect to the Nittany May Option, the real property more particularly described
on Schedule XI attached hereto; (vi) with respect to the Wyoming May Option, the
real property described on Exhibit A attached thereto; (vii) with respect to the
Lone  Star  Option, out-parcel 4-F as more particularly delineated in the  color
orange  on  the plan of the Individual Property known as Viewmont Mall  attached
hereto   as  Schedule  VII;  (viii)  with  respect  to  the  Parthenon   Option,
approximately  5,200 square feet as more particularly delineated  in  the  color
orange  on  the plan of the Individual Property known as New River  Valley  Mall
attached  hereto as Schedule X; (ix) the Substitute Property Option Parcel;  and
(x) the Future Road Parcel.
          
          "Option  Release Amount" means, for an Option Parcel, the  greater  of
(a) the appraised value of the Option Parcel based on an appraisal delivered  to
Lender (which in form and substance would be acceptable to a prudent lender) and
(b)  100% of the net proceeds received in connection with the sale of the Option
Parcel to the Option Tenant less Lender approved closing costs.
          
          "Option  Tenant"  means  the tenant under  the  Option  Agreements  or
Parthenon  Development  Group, Inc. with respect to  the  Parthenon  Option,  as
applicable.
          
          "Out-Parcel  Release Amount" means for an Out-Parcel, the  greater  of
(a)  the  appraised value of the Out-Parcel based on an appraisal  delivered  to
Lender  (which  in form and substance would be acceptable to a prudent  lender),
(b)  100%  of the net proceeds received in connection with the sale of the  Out-
Parcel  less  Lender  approved closing costs and (c) with respect  to  the  Out-
Parcels identified on Schedule XVI attached hereto, the corresponding amount set
forth under the heading "Value".
          
          "Out-Parcels"  means  collectively  those  certain  parcels  of   real
property  as  more particularly delineated in the colors blue and green  on  the
plans attached hereto as Schedule XIII.
          
          "Parthenon Option" shall mean that certain option to purchase  granted
in  that  certain Option Agreement, dated as of October 11, 1980, between  Crown
American  Corporation and Parthenon Development Group, Inc.,  recorded  in  Deed
Book  627,  Page  731  of  Montgomery County, Virginia, wherein  Crown  American
Corporation (predecessor to Financing Partnership) granted Parthenon Development
Group,  Inc.  an option to purchase a certain parcel of land delineated  in  the
color  orange  on the plan of the Individual Property known as New River  Valley
Mall attached hereto as Schedule X.
          
          "Patrick  Henry  Expansion Escrow Fund" has the  meaning  assigned  in
Section 3.1(g)(i).
          
          "Patrick  Henry  May  Option"  has the  meaning  assigned  within  the
definition of "May Option".
          
          "Payment  Date"  means  the tenth (10th) day of  each  calendar  month
commencing on the tenth (10th) day of October, 1998.
          
          "Permitted   Encumbrances"   means   outstanding   liens,   easements,
restrictions, security interests and other exceptions to title set forth in  the
policies  of title insurance insuring the liens of the Mortgages, together  with
the  liens  and  security  interests in favor of  Lender  created  by  the  Loan
Documents  and  mechanics liens that are bonded or released within  ninety  (90)
days after their occurrence.
          
          "Permitted Investments" shall have the meaning assigned to  such  term
in the Cash Management Agreement.
          
          "Person"   means  any  individual,  corporation,  partnership,   joint
venture,  association,  joint  stock company, trust,  trustee,  estate,  limited
liability  company, unincorporated organization, real estate  investment  trust,
government or any agency or political subdivision thereof, or any other form  of
entity.
          
          "Personalty"  shall  have the meaning assigned to  such  term  in  the
related Mortgage with respect to each Individual Property.
          
          "Policies" has the meaning assigned in Section 5.1(b).
          
          "Policy" has the meaning assigned in Section 5.1(b).
          
          "Potential  Default" means the occurrence of any  event  or  condition
other  than payments that are not yet due and payable and obligations  that  are
not  yet  required to be satisfied which, with the giving of notice, the passage
of time, or both, would constitute an Event of Default.
          
          "Prime  Rate" means the highest prime rate (or base rate) reported  in
the  Money Rates column or section of The Wall Street Journal, as such rate  may
change from time to time, being the rate in effect for corporate loans at  large
U.S.  money center commercial banks (whether or not such rate has actually  been
charged by any such bank).  If The Wall Street Journal ceases publication of the
Prime  Rate, the "Prime Rate" shall mean the prime rate (or base rate) announced
by  Bankers  Trust  Company, New York, New York (whether or not  such  rate  has
actually been charged by such bank).  If such bank discontinues the practice  of
announcing the Prime Rate, the "Prime Rate" shall mean the highest rate  charged
by  such  bank  on  short-term, unsecured loans to its most  creditworthy  large
corporate  borrowers.  Any change in the Prime Rate shall be  effective  on  the
date  such change is announced by Bankers Trust Company or published in the Wall
Street Journal, as applicable.
          
          "Properties"  means,  collectively, all of the  Individual  Properties
which are subject to the terms of this Agreement.
          
          "Pro-Rata  Release  Amount"  means, for an  Individual  Property,  the
product of (a) the quotient obtained by dividing the original Release Amount for
such  Individual  Property by the sum of the original  Release  Amount  for  all
Properties, and (b) the outstanding principal balance of the Loan.
          
          "Qualified  Resultant  Owner"  has the  meaning  assigned  in  Section
14.2(c).
          
          "Rating  Agencies" means each of the following agencies who  rate  the
Securities  issued in one or more Securitizations of which the Loan is  a  part:
Standard  &  Poor's  Ratings  Group, a division of  McGraw-Hill,  Inc.,  Moody's
Investors Service, Inc., Duff & Phelps Credit Rating Co. and Fitch IBCA Inc., or
any  other  nationally-recognized  statistical  rating  agency  which  has  been
approved by Lender;
          
          "Reduction" has the meaning assigned in Section 14.2(a).
          
          "Registration Statement" has the meaning assigned in Section 14.5(b).
          
          "REIT" means Crown American Realty Trust, together with its successors
and assigns.
          
          "Release  Amount"  means  the amount set forth  on  Schedule  IV  with
respect to each Individual Property and in the event that an Individual Property
is substituted in accordance with Section 2.7 hereof, the Release Amount for the
Substitute  Property shall be deemed to be the Release Amount of the Substituted
Property.
          
          "Release Date" shall mean the earlier of (i) the date that is two  (2)
years  from  the "startup day" within the meaning of Section 860G(a)(9)  of  the
Code of the last REMIC Trust which holds all or any portion of the Note, or (ii)
March 1, 2002.
          
          "REMIC  Trust" shall mean a "real estate mortgage investment  conduit"
within the meaning of Section 860D of the Code that holds the Note.
          
          "Rent"  shall  mean all rents, revenues, issues, profits,  income  and
proceeds due or to become due from tenants of the Properties, including  rentals
and  all  other  payments  of  any kind under the  Leases  for  using,  leasing,
licensing,  possessing,  operating  from, rendering  in,  selling  or  otherwise
enjoying the Properties.
          
          "Rentable  Space  Percentage"  has the  meaning  assigned  in  Section
5.3(b)(i)(C).
          
          "Replacement Escrow Fund" has the meaning assigned in Section 3.1(b).
          
          "Required Repair Fund" has the meaning assigned in Section 3.1(a).
          
          "Restoration" has the meaning assigned in Section 5.1(g)
          
          "Retail  Strip  Center" means with respect to the Individual  Property
known  as  North  Hanover Mall, located in Hanover, Pennsylvania,  that  certain
parcel  of real property delineated in the color of yellow on the plan  of  such
Individual Property attached hereto as Schedule XIII.
          
          "Rollover Escrow Fund" has the meaning assigned in Section 3.1(c).
          
          "Schedule  Defeasance Payments" has the meaning  assigned  in  Section
2.12(c).
          
          "Securities" has the meaning assigned in Section 14.4.
          
          "Securities Act" has the meaning assigned in Section 14.5.
          
          "Securitization" has the meaning assigned in Section 14.4.
          
          "Securitization Information" has the meaning assigned in Section 14.4.
          
          "Security Agreement" has the meaning assigned in Section 2.12(e)(vi).
          
          "Servicer" has the meaning assigned in Section 14.3.
          
          "Severed Loan Documents" has the meaning assigned in Section 12.2(c).
          
          "Single Purpose Entity" shall mean a Person (other than an individual,
a  government  or  any  agency or political subdivision thereof),  which  exists
solely for the purpose of owning the Properties, observes corporate, company  or
partnership  formalities, as applicable, independent of any  other  Person,  and
which otherwise complies with the covenants set forth in Section 8.25 hereof.
          
          "Site Assessment" means the environmental engineering reports for each
Individual  Property  prepared at Borrower's expense by an engineer  engaged  by
Borrower  and approved by Lender, and in a manner satisfactory to Lender,  based
upon  an  investigation relating to and making appropriate inquiries  concerning
the  existence of Hazardous Materials on or about each such Individual Property,
and  the  past  or present discharge, disposal, release or escape  of  any  such
substances, all consistent with ASTM Standard E1527-93 or any successor  thereto
published by ASTM and good customary and commercial practice.  Such reports  are
listed on Schedule VIII hereto.
          
          "SPC Party" has the meaning assigned in Section 8.25(p).
          
          "Spill Act" has the meaning assigned in Section 6.3(e).
          
          "Standard Statements" has the meaning assigned in Section 9.5(a).
          
          "Substitute  Property" and "Substitute Properties"  have  the  meaning
assigned in Section 2.7.
          
          "Substitute  Property Option Parcel" each and collectively,  the  real
property  comprising  a  Substitute Property, or a  portion  thereof,  which  an
applicable  tenant may purchase pursuant to a Market Substitute Property  Option
or a Non-Market Substitute Property Option.
          
          "Substitute  Release  Amount"  has the  meaning  assigned  in  Section
2.7(viii).
          
          "Substituted Property" has the meaning assigned in Section 2.7.
          
          "Substitution  Conditions" shall mean that (a) no more  than  two  (2)
Properties  are  released  in any 12-month period and  such  Properties  do  not
represent  in the aggregate more than twenty percent (20%) of the aggregate  Net
Operating Income (for the immediately preceding 12-month period) of all  of  the
Properties as of the Closing Date and as of the date of substitution, and (b) no
more  than  six  (6)  properties representing no more than 40%  of  the  initial
aggregate Release Amount of all the Properties is substituted during the term of
the  Loan and (c) Borrower pays a substitution fee for each substitution  in  an
amount equal to .5% of the Release Amount of the Substituted Properties.
          
          "Successor Borrower" has the meaning assigned in Section 2.13(c).
          
          "Tax  and  Insurance Escrow Fund" has the meaning assigned in  Section
5.4.
          
          "Taxes" has the meaning assigned in Section 10.2.
          
          "Threshold Amount" has the meaning assigned in Section 10.12.
          
          "Trade  Contract"  means any contract or purchase  order  between  the
Construction  Parcel Transferee or the general contractor and any  other  Person
pursuant  to which such Person agrees to provide labor, materials, equipment  or
services  in  connection  with  the  construction  of  the  Construction  Parcel
excluding,  however,  from  this definition of Trade  Contract,  any  agreements
pertaining solely to testing and engineering and other professional services.
          
          "Transfer" has the meaning assigned in Section 14.2(a).
          
          "Transferee" has the meaning assigned in Section 14.2(b).
          
          "Treasury  Rate"  shall mean, as of the applicable  date,  the  yield,
calculated by linear interpolation (rounded to the nearest one-thousandth of one
percent  (i.e.,  0.001%)  of the yields of noncallable  United  States  Treasury
obligations  with  terms (one longer and one shorter) most nearly  approximately
seventeen (17) years from such date of determination, as determined by Lender on
the  basis  of Federal Reserve Statistical Release H.15-Selected Interest  Rates
under  the  heading U.S. Governmental Security/Treasury Constant Maturities,  or
other recognized source of financial market information selected by Lender.
          
          "Trigger  Event" means any of the following:  (a) an Event of  Default
exists,  (b)  the  Debt  Service Coverage Ratio for the  Properties  as  of  any
calendar  quarter calculated on a trailing twelve (12) month basis is less  than
1.30 to 1.0, or (c) the Anticipated Repayment Date has occurred and the Debt has
not been paid in full.
          
          "Trigger  Period"  means  the period of time after  a  Trigger  Event;
provided, however, the Trigger Period shall cease at any time in the case  of  a
Trigger  Event due to an insufficient Debt Service Coverage Ratio  if  the  Debt
Service  Coverage Ratio as of any calendar quarter following such Trigger  Event
shall equal or exceed 1.30 to 1.0 and an Event of Default does not exist.
          
          "Undefeased Note" has the meaning assigned in Section 2.12(b)(v).
          
          "Underwriter Group" has the meaning assigned in Section 14.5(b).
          
          "Uniontown  Ground Leases" shall mean collectively each of the  ground
leases  affecting  the Individual Property known as Uniontown  Mall  located  in
Uniontown, Pennsylvania, as more particularly set forth on Schedule II.
          
          "U.S.  Obligations" shall mean direct non-callable obligations of  the
United States of America.
          
          "West  Manchester Bon-Ton Option" has the meaning assigned within  the
definition of "Bon-Ton Option".
          
          "WL  Associates" has the meaning set forth in the introduction to this
Agreement.
          
          "WL General Partner" has the meaning assigned in Section 8.25(p).
          
          "WL Ground Leases" shall mean collectively each of those ground leases
affecting  the  Individual Properties known as Wyoming Valley Mall,  located  in
Wilkes-Barre,   Pennsylvania  and  Logan  Valley  Mall,  located   in   Altoona,
Pennsylvania, as more particularly set forth on Schedule I.
          
          "Wyoming   Bon-Ton  Option"  has  the  meaning  assigned  within   the
definition of "Bon-Ton Option".
          
          "Wyoming May Option" has the meaning assigned within the definition of
"May Option".
          
          "Yield Maintenance Premium" shall mean the amount (if any) which, when
added  to the remaining principal amount of the Note or the principal amount  of
the   Defeased  Note,  as  applicable,  will  be  sufficient  to  purchase  U.S.
Obligations providing the required Scheduled Defeasance Payments.
                                        
                                        
                                    ARTICLE 2
                                        
                                   LOAN TERMS
          
          Section  2.1   The  Loan.  Upon satisfaction  of  all  the  terms  and
conditions  set forth in this Agreement, Lender agrees to make a  loan  of  FOUR
HUNDRED SIXTY-FIVE MILLION AND NO/100 DOLLARS ($465,000,000.00) to the Borrower,
which shall be funded in one advance and repaid in accordance with the terms  of
this  Agreement and the Note.  Borrower hereby agrees to accept the Loan on  the
Closing  Date,  subject to and upon the terms and conditions set  forth  herein.
The  Loan shall be partially guaranteed by the Guarantor in accordance with  the
terms of the Guaranty.
          
          Section  2.2   Interest Rate.  From the date hereof  through  but  not
including  the Anticipated Repayment Date, the outstanding principal balance  of
the  Loan  shall bear interest at the Contract Rate.  If the Loan has  not  been
paid  in  full,  from  and  after the Anticipated  Repayment  Date  through  and
including the Maturity Date the outstanding principal balance of the Loan  shall
bear  interest at a rate per annum equal to the greater of (i) the Contract Rate
plus  three  percent  (3.0%) or (ii) the Treasury Rate  as  of  the  Anticipated
Repayment Date plus three percent (3.0%) (the "Adjusted Rate").
          
          Section 2.3  Terms of Payment.
          
          (a)   Interest and Principal.  A payment of interest only shall be due
and  payable  for  the  applicable Interest Period on the tenth  (10th)  day  of
September 1998 (which shall be paid by Borrower on the Closing Date) and on each
Payment  Date thereafter up to and including the tenth (10th) day of  September,
2000  and  thereafter a constant payment of Three Million Four  Hundred  Fifteen
Thousand One Hundred Sixty-Four and 48/100 Dollars ($3,415,164.48) (the "Monthly
Debt  Service Payment Amount") shall be due and payable on the tenth (10th)  day
of  October,  2000 and on each Payment Date thereafter.  Each of  such  payments
shall  be  applied (i) to the payment of interest computed at the Contract  Rate
and  (ii)  the  balance, if any, applied toward reduction of the principal  sum.
The   constant  payment  required  hereunder  is  calculated  using  a  25  year
amortization schedule commencing on September 10, 2000.
          
          (b)   To  the  extent  the Loan is outstanding,  from  and  after  the
Anticipated Repayment Date interest shall accrue on the unpaid principal balance
from  time to time outstanding on the Loan at the Adjusted Rate.  Borrower shall
continue  to  make  payments of principal and interest in  monthly  installments
beginning  on the Anticipated Repayment Date and on each Payment Date thereafter
up  to  and  including the Maturity Date in an amount equal to the Monthly  Debt
Service Payment Amount and, notwithstanding the following provision with respect
to  Accrued Interest, the failure to make any such payment as and when due shall
constitute  an Event of Default.  Each Monthly Debt Service Payment Amount  paid
after the Anticipated Repayment Date shall be applied to the payment of interest
computed  at  the  Contract  Rate  with the  remainder  applied  to  reduce  the
outstanding  principal  balance of the Loan in accordance  with  Section  2.3(a)
above.  Interest accrued at the Adjusted Rate and not paid shall be deferred and
added  to  the Debt and shall earn interest at the Adjusted Rate to  the  extent
permitted  by  applicable law (such accrued interest is hereinafter  defined  as
"Accrued  Interest").  In addition to such payments of principal  and  interest,
from and after the Anticipated Repayment Date, Borrower shall make payments  for
reserves, expenses and in reduction of the outstanding principal balance of  the
Loan  and  accrued interest in monthly installments beginning on the Anticipated
Repayment  Date  and  on each Payment Date thereafter up to  and  including  the
Maturity Date in accordance with the terms and provisions of Section 3.4 below.
          
          Section 2.4    Maturity.  On the Maturity Date, Borrower shall pay  to
Lender all outstanding principal, accrued and unpaid interest (including Accrued
Interest, if any), default interest, late charges and any and all other  amounts
due under the Loan Documents.
          
          Section 2.5  Payments and Computations.
          
          2.5.1   Making  of  Payments.  Each payment by Borrower  hereunder  or
under  the  Note  shall be made in funds settled through the New  York  Clearing
House  Interbank Payments System or other funds immediately available to  Lender
by  12:00 p.m., New York City time on the date such payment is due by deposit to
such  account  as Lender may designate by written notice to Borrower.   Whenever
any payment hereunder or under the Note shall be stated to be due on a day which
is not a Business Day, such payment shall be made on the preceding Business Day.
          
          2.5.2  Computations.  Interest payable hereunder or under the Note  by
Borrower shall be computed on the basis of the actual number of days elapsed and
a 360-day year.
          
          2.5.3   Late Payment Charge.  If any principal, interest or any  other
sums  due hereunder, under the Note or under any other Loan Document is not paid
by  Borrower on the day it is due, Borrower shall pay to Lender upon  demand  an
amount  equal  to  the lesser of five percent (5%) of such  unpaid  sum  or  the
maximum  amount  permitted  by applicable law in order  to  defray  the  expense
incurred  by  Lender in handling and processing such delinquent payment  and  to
compensate Lender for the loss of the use of such delinquent payment.  Any  such
amount shall be secured by the Mortgages and the other Loan Documents.
          
          2.5.4   Default  Rate; Additional Payments after  Default.   Upon  the
occurrence of an Event of Default (and until Lender has accepted a cure  of  any
such  Event of Default), Lender shall be entitled to receive and Borrower  shall
pay  to Lender interest on the entire unpaid principal sum and any other amounts
due  at  the Default Rate.  Interest at the Default Rate shall be computed  from
the  occurrence of the Event of Default until the actual receipt and  collection
of the Debt (or that portion thereof that is then due).  Interest at the Default
Rate  shall  be  added to the Debt and shall be secured by the Mortgages.   This
section, however, shall not be construed as an agreement or privilege to  extend
the  date  of  the payment of the Debt, nor as a waiver of any  other  right  or
remedy accruing to Lender by reason of the occurrence of any Event of Default.
          
          2.5.5  Annual Budget.  (a)  For the partial year period commencing  on
the  Anticipated  Repayment  Date and for each  calendar  year  thereafter,  the
Borrower shall submit to Lender an Annual Budget not later than ninety (90) days
prior  to  the  commencement of such period or calendar year in form  reasonably
satisfactory  to  Lender.   In  addition, within  ninety  (90)  days  after  the
occurrence  of a Trigger Event (other than the Anticipated Repayment Date),  the
Borrower shall submit to Lender an Annual Budget in form reasonably satisfactory
to  Lender;  provided, however, such Annual Budget shall be required to  include
only information from the date of the occurrence of the Trigger Event to the end
of  such  calendar year.  Each such Annual Budget shall be subject  to  Lender's
written  approval (each such Annual Budget as approved by Lender,  an  "Approved
Annual  Budget").  In the event that Lender objects to a proposed Annual  Budget
submitted  by  Borrower, Lender shall advise Borrower of such objections  within
thirty  (30)  days after receipt thereof (and deliver to Borrower  a  reasonably
detailed description of such objections) and Borrower shall promptly revise such
Annual Budget and resubmit the same to Lender.  Lender shall advise Borrower  of
any  objections to such revised Annual Budget within ten (10) days after receipt
thereof  (and  deliver  to Borrower a reasonably detailed  description  of  such
objections) and Borrower shall promptly revise the same in accordance  with  the
process  described  in  this  subsection until the Lender  approves  the  Annual
Budget.  Until such time that Lender approves a proposed Annual Budget, the most
recently Approved Annual Budget shall apply; provided that, such Approved Annual
Budget  shall  be  adjusted to reflect actual increases in  real  estate  taxes,
insurance  premiums  and utilities expenses.  The Borrower  will  reimburse  the
Lender  for  all third party reasonable costs and expenses that Lender  actually
incurs with respect to the review of any Annual Budget.
          
          Section 2.6  Intentionally Omitted.
          
          Section  2.7   Substitution of Properties.  Subject to the  terms  and
conditions set forth in this Section 2.7, Borrower may obtain a release  of  the
Lien  of  a  Mortgage (and the related Loan Documents) encumbering an Individual
Property (a "Substituted Property") by substituting therefor another retail mall
property  acquired  by  Borrower  (individually,  a  "Substitute  Property"  and
collectively,  the "Substitute Properties"), provided that (a) the  Substitution
Conditions  are  satisfied, and (b) no such substitution  may  occur  after  the
Anticipated  Repayment  Date.   In  addition, any  such  substitution  shall  be
subject,  in  each  case,  to  the  satisfaction  of  the  following  conditions
precedent:
          
          (i)  Lender shall have received a copy of a deed conveying all of 
               Borrower's right, title and interest in and to the Substituted 
               Property to an entity other than Borrower and a letter from 
               Borrower countersigned by a title insurance company acknowledging
               receipt of such deed and agreeing to record such deed in
               the real estate records for the county or city in which the 
               Substituted Property is located.
          
          (ii) If the Loan is part of a Securitization, Lender shall have 
               received an appraisal of the Substitute Property dated no more 
               than sixty (60) days prior to the substitution by an appraiser
               acceptable to the Rating Agencies, indicating an appraised
               value of the Substitute Property that is equal to or greater than
               the appraised value of the Substituted Property determined by 
               Lender at the time of the encumbrance of the Substituted Property
               by the related Mortgage.  If the Loan is not part of a
               Securitization, the fair market value of the Substitute
               Property shall be equal to or greater than the Substituted 
               Property, such determination to be made by Lender in its
               reasonable discretion (which determination may include an 
               appraisal reasonably satisfactory to Lender in all respects).
          
          (iii)Lender shall receive evidence that after giving effect to 
               the substitution, the Debt Service Coverage Ratio for the Loan 
               for all of the Properties is projected to be not less than the
               Debt Service Coverage Ratio for the Loan for all of the 
               Properties as of the Closing Date and as of the date
               immediately preceding the substitution.
          
          (iv) Intentionally Omitted.
          
          (v)  The Net Operating Income for the twelve (12) month period 
               immediately preceding the substitution for the Substitute 
               Property is equal to or greater than the Net Operating Income for
               the twelve (12) month period immediately preceding the
               substitution for the related Substituted Property.
          
          (vi) Lender shall have received confirmation in writing from the 
               Rating Agencies to the effect that such substitution will not 
               result in a withdrawal, qualification or downgrade of the
               respective ratings in effect immediately prior to such subs-
               titution for the Securities issued in connection with the
               Securitization that are then outstanding.  If the Loan is not 
               part of a Securitization, Lender shall have consented in writing
               to such substitution, which consent shall not be unreasonably 
               withheld, delayed or conditioned.
          
          (vii)No Potential Default or Event of Default shall have occurred and
               be continuing, other than a Potential Default or an Event of 
               Default with respect to the Substituted Property which shall be
               cured upon the release of such  Substituted Property, and 
               Borrower shall be in compliance in all material respects with 
               all terms and conditions set forth in this Agreement and in each
               Loan Document on Borrower's part to be observed or performed.
               Lender shall have received a certificate from Borrower con-
               firming the foregoing, stating that the representations and 
               warranties of Borrower contained in this Agreement and the
               other Loan Documents are true and correct in all material
               respects on and as of the date of the substitution with respect
               to Borrower, the Properties and the Substitute Property and
               containing any other representations and warranties with
               respect to Borrower, the Properties, the Substitute Property or
               the Loan as the Rating Agencies may require, unless such 
               certificate would be inaccurate, such certificate to be in
               form and substance satisfactory to the Rating Agencies.
          
          (viii)Borrower shall (A) have executed, acknowledged and delivered to 
                Lender (I) a Mortgage, an Assignment of Leases and two UCC-1 
                Financing Statements withrespect to the Substitute Property, 
                together with a letter from Borrower countersigned by a title 
                insurance company acknowledging receipt of such Mortgage,
                Assignment of Leases and Rents and UCC-1 Financing Statements
                and agreeing to record or file, as applicable, such Mortgage, 
                Assignment of Leases and Rents and one of the UCC-1 Financing 
                Statements in the real estate records for the county in which 
                the Substitute Property is located and to file one of the
                UCC-1 Financing Statements in the office of the Secretary of 
                State (or other central filing office) of the state in which the
                Substitute Property is located, so as to effectively create upon
                such recording and filing valid and enforceable Liens upon 
                the Substitute Property, of the requisite priority, in favor of
                Lender (or such other trustee as may be desired under local 
                law), subject only to the Permitted Encumbrances and such other
                Liens as are permitted pursuant to the Loan Documents and (II) a
                Hazardous Materials Indemnity Agreement with respect to the
                Substitute Property and (B) have caused the Guarantor and 
                Joinder Parties to acknowledge and confirm their respective 
                obligations under the Loan Documents.  The Mortgage, Assignment
                of Leases and Rents, UCC-1 Financing Statements and Hazardous
                Materials Indemnity Agreement shall be the same in form
                and substance as the counterparts of such documents executed and
                delivered with respect to the related Substituted Property 
                subject to modifications reflecting only the Substitute Property
                as the Individual Property that is the subject of such docu-
                ments and such modifications reflecting the laws of the state
                in which the Substitute Property is located as shall be
                recommended for similar transactions by the counsel admitted to 
                practice in such state and delivering the opinion as to the 
                enforceability of such documents required pursuant to
                clause (xv) below.  The Mortgage encumbering the Substitute 
                Property shall secure all amounts evidenced by the Note, 
                provided that in the event that the jurisdiction in which the
                Substitute Property is located imposes a mortgage recording, 
                intangibles or similar tax and does not permit the allocation of
                indebtedness for the purpose of determining the amount of such 
                tax payable, the principal amount secured by such Mortgage shall
                be equal to one hundred fifty percent (150%) of the amount of 
                the Loan allocated to the Substitute Property.  The amount of
                the Loan allocated to the Substitute Property (such amount being
                hereinafter referred to as the "Substitute Release Amount") 
                shall equal the Release Amount of the related Substituted 
                Property.
          
          (ix) Lender shall have received (A) to the extent available any "tie-
               in" or similar endorsement to each title insurance policy 
               insuring the Lien of an existing Mortgage as of the date of the 
               substitution available with respect to the title insurance 
               policy insuring the Lien of the Mortgage with respect to the
               Substitute Property and (B) a title insurance policy (or a 
               marked, signed and redated commitment to issue such title 
               insurance policy) insuring the Lien of the Mortgage encumber-
               ing the Substitute Property, issued by the title company
               that issued the title insurance policies insuring the Lien of the
               existing Mortgages and dated as of the date of the substitution, 
               with reinsurance and direct access agreements that replace such 
               agreements issued in connection with the title insurance
               policy insuring the Lien of the Mortgage encumbering the
               Substituted Property.  The title insurance policy issued with 
               respect to the Substitute Property shall (1) provide coverage in
               the amount of the Substitute Release Amount if the "tie-in" or 
               similar endorsement described above is available or, if such
               endorsement is not available, in an amount equal to one
               hundred fifty percent (150%) of the Substitute Release Amount,
               (2) insure Lender that the relevant Mortgage creates a valid 
               first lien on the Substitute Property encumbered thereby, free
               and clear of all exceptions from coverage other than Permitted
               Encumbrances and standard exceptions and exclusions from coverage
               (as modified by the terms of any endorsements), (3) contain such 
               endorsements and affirmative coverages as are then available and 
               are contained in the title insurance policies insuring the Liens
               of the existing Mortgages, and (4) name Lender as the insured.  
               Lender also shall have received copies of paid receipts or
               other evidence showing that all premiums in respect of such 
               endorsements and title insurance policies have been paid.
          
          (x)  Intentionally omitted.
          
          (xi) Lender shall have received a current title survey for each 
               Substitute Property, certified to the title company and Lender 
               and their successors and assigns, in the same form and having
               the same content as the certification of the Survey of the 
               Substituted Property prepared by a professional land surveyor
               licensed in the state in which the Substitute Property is located
               and acceptable to the Rating Agencies in accordance with the 1992
               Minimum Standard Detail Requirements for ALTA/ACSM Land Title 
               Surveys.  Such survey shall reflect the same legal description 
               contained in the title insurance policy relating to such
               Substitute Property and shall include, among other things, a
               metes and bounds  description of the real property comprising 
               part of such Substitute Property.  The surveyor's seal shall be 
               affixed to each survey and each survey shall certify that no
               material portion of the Improvements are located in a "one-
               hundred-year flood hazard area," unless flood insurance has been 
               obtained in accordance with Section 5.1 hereof with respect to 
               the Substitute Property.
          
          (xii)Lender shall have received valid certificates of insurance 
               indicating that the requirements for the policies of insurance 
               required for an Individual Property hereunder have been satisfied
               with respect to the Substitute Property and evidence of the 
               payment of all premiums payable for the existing policy period.
          
          (xiii)Lender shall have received a Phase I environmental report and, 
               if recommended under the Phase I environmental report, a Phase II
               environmental report, which conclude that the Substitute Property
               does not contain any  Hazardous Materials and is not subject to 
               any plausible risk of contamination from any off-site 
               Hazardous Materials.  If any such report discloses the
               presence of any Hazardous Materials in violation of Environ-
               mental Laws or the plausible risk of contamination from any off-
               site Hazardous Materials, such report shall include an estimate 
               of the cost of any related remediation and Borrower shall 
               deposit with Lender an amount equal to one hundred and twenty-
               five percent (125%) of such estimated cost, which deposit shall 
               constitute additional security for the Loan and shall be released
               to Borrower upon the delivery to Lender of (A) an update to such 
               report indicating that there is no longer any Hazardous Materials
               in violation of Environmental Laws on the Substitute Property
               or any plausible danger of contamination from any off-site
               Hazardous Materials that has not been fully remediated and (B) 
               paid receipts indicating that the costs of all such remediation 
               work have been paid.
          
          (xiv)Borrower shall deliver or cause to be delivered to Lender (A) 
               updates certified by Borrower of all organizational documentation
               related to Borrower and/or the formation, structure, existence, 
               good standing and/or qualification to do business delivered to
               Lender in connection with the Closing Date; (B) good standing
               certificates, certificates of qualification to do business in the
               jurisdiction in which the Substitute Property is located (if re-
               quired in such jurisdiction) and (C) resolutions of the Borrower
               authorizing the substitution and any actions taken in connection 
               with such substitution.
          
          (xv) Lender shall have received the following opinions of Borrower's 
               counsel: (A) an opinion or opinions of counsel admitted to
               practice under the laws of the state in which the Substitute 
               Property is located stating that the Loan Documents delivered
               with respect to the Substitute Property pursuant to clause
               (viii) above are valid and enforceable in accordance with their 
               terms, subject to the laws applicable to creditors' rights and 
               equitable principles, and that Borrower is qualified to do
               business and in good standing under the laws of the juris-
               diction where the Substitute Property is located or that Borrower
               is not required by applicable law to qualify to do business in 
               such jurisdiction; (B) an opinion of Reed Smith Shaw & McClay LLP
               or such other counsel acceptable to, the Rating Agencies if 
               the Loan is part of a Securitization, or the Lender if the 
               Loan is not part of a Securitization, stating that the Loan 
               Documents delivered with respect to the Substitute Property 
               pursuant to clause (viii) above were duly authorized, executed 
               and delivered by Borrower and that the execution and delivery 
               of such Loan Documents and the performance by Borrower of
               its obligations thereunder will not cause a material breach of, 
               or a default under, any agreement, document or instrument to 
               which Borrower is a party or to which it or its properties are 
               bound; (C) an opinion of counsel acceptable to, the Rating 
               Agencies if the Loan is part of a Securitization, or the Lender
               if the Loan is not part of a Securitization, stating that sub-
               jecting the Substitute Property to the Lien of the related
               Mortgage and the execution and delivery of the related Loan 
               Documents does not and will not affect or impair the ability of
               Lender to enforce its remedies under all of the Loan Documents or
               to realize the benefits of the cross-collateralization provided 
               for thereunder; (D) an update of the Insolvency Opinion indicat-
               ing that the substitution does not affect the opinions set 
               forth therein; (E) an opinion of counsel acceptable to, the 
               Rating Agencies if the Loan is part of a Securitization, or the 
               Lender if the Loan is not part of a Securitization, stating that
               the substitution and the related transactions do not constitute a
               fraudulent conveyance under applicable bankruptcy and insol-
               vency laws and (F) if the Loan is part of a Securitization,
               an opinion of counsel acceptable to the Rating Agencies that the 
               substitution does not constitute a "significant modification" of 
               the Loan under Section 1001 of the Code or otherwise cause a tax 
               to be imposed on a "prohibited transaction" by any REMIC Trust.
          
          (xvi)Borrower shall have paid, or escrowed with Lender, all Basic
               Carrying Costs relating to each of the Properties and the Sub-
               stitute Property, including without limitation, (i) accrued but 
               unpaid insurance premiums relating to each of the Properties and 
               the Substitute Property, and (ii) currently due and payable 
               Taxes (including any in arrears) relating to each of the 
               Properties and the Substitute Property and (iii) currently due 
               and payable maintenance charges and other impositions relating
               to each of the Properties and Substitute Property.
          
          (xvii)Borrower shall have paid or reimbursed Lender for all costs and
               expenses actually incurred by Lender (including, without 
               limitation, reasonable attorneys' fees and disbursements and
               Rating Agency's fees and expenses) in connection with the sub-
               stitution and Borrower shall have paid all recording
               charges, filing fees, taxes or other expenses (including, without
               limitation, mortgage and intangibles taxes and documentary stamp 
               taxes) payable in connection with the substitution.  Borrower 
               shall have paid all costs and expenses of the Rating Agencies 
               actually incurred in connection with the substitution.
          
          (xviii)Lender shall have received, to the extent available, annual
               operating statements and occupancy statements for the Substitute 
               Property for the three most recently completed fiscal years and a
               current operating statement for the Substituted Property, each 
               certified to Lender as being true and correct in material 
               respect as of the date made and a certificate from Borrower 
               certifying that there has been no adverse material change in the 
               financial condition of the Substitute Property since the date of 
               such operating statements.
          
          (xix)Borrower shall have delivered to Lender estoppel certificates 
               from any existing tenants (A) constituting anchor tenants at the
               Substitute Property, (B) leasing an entire building at the Sub-
               stitute Property and (C) that, together with those described 
               in clauses (A) and (B), lease no less than seventy percent
               (70%) of the gross leaseable area at the Substitute Property. 
               All such estoppel certificates shall be substantially in the form
               approved by Lender in connection with the origination of the Loan
               and shall indicate that (1) the subject lease is a valid and 
               binding obligation of the tenant thereunder, (2) there are no
               defaults under such lease on the part of the landlord or tenant
               thereunder, (3) the tenant thereunder has no defense or offset to
               the payment of rent under such leases, (4) no rent under such 
               lease has been paid more than one (1) month in  advance, (5)
               the tenant thereunder has no option under such lease to purchase
               all or any portion of the Substitute Property, other than 
               those tenants that have such options to purchase in accordance 
               with Section 2.7(b)(xx) hereof and (6) all tenant improvement 
               work required under such lease has been completed and the 
               tenant under such lease is in actual occupancy of its leased
               premises.  If an estoppel certificate indicates that all tenant 
               improvement work required under the subject lease has not yet 
               been completed, Borrower shall, if required by the Rating 
               Agencies, deliver to Lender financial statements indicating that
               Borrower has adequate funds to pay all costs related to such
               tenant improvement work as required under such lease.
          
          (xx) Lender shall have received copies of all tenant leases and any 
               ground leases affecting the Substitute Property certified by 
               Borrower as being true and correct. The tenant leases shall not  
               contain any options to purchase any portion of the Substitute
               Property, other than options similar to the options existing
               on the date hereof, and either (A) options with option purchase 
               prices that are on, or above, market prevailing terms as of the 
               date of the substitution (collectively, the "Market Substitute 
               Property Option"), or (B) options with option purchase prices 
               that are below market prevailing terms as of the date of the 
               substitution (collectively, the "Non-Market Substitute Property
               Option"), provided, however, the portion of the Substitute 
               Property subject to a Non-Market Substitute Property Option shall
               not be included in underwriting the Substitute Property, includ-
               ing, without limitation, in determining the value of
               the Substitute Property, the Debt Service Coverage Ratio or the
               Net Operating Income.  The release of the applicable lien of the 
               Mortgage in connection with the exercise of either the Market 
               Substitute Property Option or the Non-Market Substitute 
               Property Option shall be subject to Section 2.8 hereof.  Lender 
               shall have received a current rent roll of the Substitute
               Property certified by Borrower as being true and correct.
          
          (xxi)Lender shall have received subordination, nondisturbance and
               attornment agreements in the form approved by Lender in con-
               nection with the origination of the Loan or in a form received 
               from tenants in contemporaneous similar transactions with
               respect to all tenants (A) constituting anchor tenants at the
               Substitute Property, (B) leasing an entire building at the Sub-
               stitute Property and (C) that, together with those described in 
               clauses (A) and (B), lease no less than seventy percent (70%) of 
               the gross leaseable area at the Substitute Property other than 
               such Leases that are, by their terms, subordinate to the 
               Mortgage with respect to the Substitute Property.
          
          (xxii)Lender shall have received (A) an endorsement to the title 
                insurance  policy insuring the Lien of the Mortgage encumbering 
                the Substitute Property insuring that the Substitute Property 
                constitutes a separate tax lot or, if such an endorsement is
                not available in the state in which the Substitute Property is
                located, a letter from the title insurance company issuing such 
                title insurance policy stating that the Substitute Policy con-
                stitutes a separate tax lot or (B) a letter from the approp-
                riate taxing authority or other evidence stating that
                the Substitute Property constitutes a separate tax lot.
          
          (xxiii)Lender shall have received a Physical Conditions Report with 
               respect to the Substitute Property stating that the Substitute 
               Property and its use comply in all material respects with all 
               applicable Legal Requirements(including, without limitation,
               zoning, subdivision and building laws) and that the Substitute
               Property is in good condition and repair and free of damage.  If
               compliance with any Legal Requirements are not addressed by the 
               Physical Conditions Report, such compliance shall be confirmed by
               delivery to Lender of a certificate of an architect licensed
               in the state in which the Substitute Property is located or a 
               letter from the municipality in which such Property is
               located, a certificate of a surveyor that is licensed in the 
               state in which the Substitute Property is located (with
               respect to zoning and subdivision laws), and an ALTA 3.1
               zoning endorsement to the title insurance policy delivered
               pursuant to clause (ix) above (with respect to zoning laws), if 
               available,  or a subdivision endorsement to the title insurance 
               policy delivered pursuant to clause (ix) above (with respect to 
               subdivision laws), if available.  If the Physical Conditions 
               Report recommends that any repairs be made with respect to
               the Substitute Property, such Physical Conditions Report shall 
               either (A) include an estimate of the cost of such recommended 
               repairs (in which case the Borrower shall deposit with Lender an 
               amount equal to one hundred twenty-five percent (125%) of such
               estimated cost), or (B) state the specific amounts that
               need to be reserved over time in order to meet the requirements 
               of such replacements (in which case Borrower shall deposit such 
               reserves on a monthly basis).  Any such deposits shall constitute
               additional security for the Loan and shall be released to 
               Borrower upon the delivery to Lender of (1) an update to
               such Physical Conditions Report or a letter from the engineer
               that prepared such Physical Conditions Report indicating that the
               recommended repairs were completed in good and workmanlike manner
               and (2) paid receipts indicating that the costs of all such 
               repairs have been paid.
          
          (xxiv)Lender shall have received a certified copy of an amendment to 
               the Management Agreement reflecting the deletion of the Subs-
               tituted Property and the addition of the Substitute Property as a
               property managed pursuant thereto and Manager shall have
               executed and delivered to Lender an amendment to the Assign-
               ment of Management Agreement reflecting such amendment to the
               Management Agreement.
          
          (xxv)Lender shall have received such other and further approvals, 
               opinions, documents (in scope similar to the Loan Documents) and 
               information in connection with the substitution as requested by 
               the Rating Agencies if the Loan is part of a Securitization, 
               or the Lender if the Loan is not part of a Securitization.
          
          (xxvi)Lender shall have received copies of all material contracts and
               agreements relating to the leasing and operation of the Subs-
               titute Property (other than the Management Agreement) together 
               with a certification of Borrower attached to each such contract
               or agreement certifying that the attached copy is a true and  
               correct copy of such contract or agreement and all amendments
               thereto.
          
          (xxvii)Borrower shall submit to Lender, not less than ten (10) days 
               prior to the date of such substitution, a release of Lien (and 
               related Loan Documents) for the Substituted Property for 
               execution by Lender.  Such release shall be in a form 
               appropriate for the jurisdiction in which the Substituted 
               Property is located.  Borrower shall deliver an Officer's 
               Certificate certifying that the requirements set forth in this 
               Section 2.7 have been satisfied.

Upon the satisfaction of the foregoing conditions precedent, Lender will release
its  Lien  from  the  Substituted Property to be  released  and  the  Substitute
Property  shall  be  deemed to be an Individual Property for  purposes  of  this
Agreement  and  the  Substitute Release Amount with respect to  such  Substitute
Property  shall  be  deemed  to  be the Release  Amount  with  respect  to  such
Substitute Property for all purposes hereunder.
          
          Section  2.8  Release of Option Parcels.  At any time after  the  date
hereof, Borrower may obtain the release of an Option Parcel from the lien of the
applicable Mortgage, provided that such release is made in accordance  with  the
Option  Agreements  and shall only be granted if the following  conditions  have
been met or satisfied:
               
               (i)  Borrower  shall  (A) with respect to the Option  Parcel  pay
                    Lender a processing fee equal to the lesser of $5,000.00  or
                    fifty  one-hundredths percent (0.50%) of the Option  Release
                    Amount and (B) reimburse Lender for any reasonable costs and
                    expenses it actually incurs arising from the transfer of the
                    Option Parcel and any release of the Option Parcel from  the
                    lien   of   the  applicable  Mortgage  (including,   without
                    limitation, attorneys fees and expenses);
               
               (ii) Intentionally Omitted;
               
               (iii)       Each   applicable   municipal  authority   exercising
                    jurisdiction over the Option Parcel shall have approved,  or
                    shall  be  prepared  to  approve, as part  of  its  standard
                    approval  process, a lot-split ordinance or other applicable
                    action  under local law dividing the Option Parcel from  the
                    remainder   of   the  applicable  Individual  Property   and
                    assigning separate tax identification numbers to each;
               
               (iv) Upon  the  release  of  the  Option  Parcel  and  after  the
                    completion  of the standard approval process  for  tax  lot-
                    splits  by  the  applicable municipal  authority  exercising
                    jurisdiction  over  the  Option  Parcel,  no  part  of   the
                    remaining applicable Individual Property shall be part of  a
                    tax lot affecting any portion of the Option Parcel;
               
               (v)  Lender shall have received appropriate title endorsements to
                    the  title  policies  issued in  connection  with  the  Loan
                    confirming the priority of the lien of the Mortgage  on  the
                    remaining portion of the Individual Property;
               
               (vi) All   requirements  under  all  laws,  statutes,  rules  and
                    regulations (including, without limitation, all  zoning  and
                    subdivision    laws,    setback    requirements,    sideline
                    requirements,  parking ratio requirements, use requirements,
                    building   and   fire   code   requirements,   environmental
                    requirements  and wetlands requirements) applicable  to  the
                    Individual  Property necessary to accomplish the  lot  split
                    shall  have been fulfilled, and all necessary variances,  if
                    any, shall have been obtained, and evidence thereof has been
                    delivered  to  the  Lender which in form  and  substance  is
                    appropriate  for  the jurisdiction in which  the  Individual
                    Property is located;
               
               (vii)      As a result of the lot split, the remaining Individual
                    Property  and the Option Parcel each considered  alone  will
                    not  be  in  violation of any then applicable law,  statute,
                    rule  or  regulation  (including,  without  limitation,  all
                    zoning  and subdivision laws, setback requirements, sideline
                    requirements,  parking ratio requirements, use requirements,
                    building   and   fire   code   requirements,   environmental
                    requirements  and  wetland requirements) and  all  necessary
                    variances,  if  any, shall have been obtained  and  evidence
                    thereof  has been delivered to the Lender which in form  and
                    substance  is appropriate for the jurisdiction in which  the
                    Individual Property is located;
               
               (viii)     The  Lender  shall receive evidence  that  the  Option
                    Parcel is transferred to a Person who is not an Affiliate of
                    Borrower  and that the single purpose nature and  bankruptcy
                    remoteness  of  Borrower  and its shareholders  or  partners
                    following  such release are in accordance with the standards
                    of  the  Rating  Agencies (which requirement may  include  a
                    legal  non-consolidation  opinion)  in  form  and  substance
                    typical for similar transaction;
               
               (ix) Appropriate  reciprocal easement agreements for the  benefit
                    and  burden  of  the remaining Individual Property  and  the
                    Option Parcel regarding the use of common facilities of such
                    parcels,  including, but not limited to,  roadways,  parking
                    areas,  utilities and community facilities by the  occupants
                    of  the remaining Individual Property and the Option Parcel,
                    in  a  form  and  substance that would be  acceptable  to  a
                    prudent   lender,  shall  be  declared  and  recorded.    In
                    addition,  all  operating covenants, if any, of  the  Option
                    Tenants remain in full force and effect after such release;
               
               (x)  Borrower  shall  execute such documents and instruments  and
                    obtain  such opinions of counsel as are typical for  similar
                    transactions;
               
               (xi) With  respect to the Option Parcels identified on  Schedules
                    VII,  X,  and XII hereof and the Substitute Property  Option
                    Parcel  in  connection  with  a Market  Substitute  Property
                    Option, Borrower shall deliver to Lender an appraisal of the
                    Option  Parcel dated no more than sixty (60) days  prior  to
                    the  release, which would be acceptable to a prudent  lender
                    in form and scope;
               
               (xii)      With  respect  to  the  Option Parcels  identified  on
                    Schedules VII, X and XII hereof and the Substitute  Property
                    Option   Parcel  in  connection  with  a  Market  Substitute
                    Property  Option, the release shall be deemed  a  Defeasance
                    Event and a principal balance of the Loan shall be partially
                    defeased in an amount equal to the Option Release Amount  of
                    the Option Parcel and Borrower shall increase the Defeasance
                    Deposit as necessary to defease a portion of the Loan  equal
                    to such amount; provided, however, if such release occurs on
                    or  after the Anticipated Repayment Date, the release  shall
                    not  be  deemed a Defeasance Event and Borrower shall prepay
                    the  Loan  in an amount equal to the Option Release  Amount.
                    Any  Defeasance Event or release pursuant to this subsection
                    shall be completed in accordance with Sections 2.12 and 2.13
                    hereof.
               
               (xiii)     With  respect to a Substitute Property Option  Parcel,
                    (A) if a Securitization has not occurred, the Borrower shall
                    obtain  the  written consent of Lender, which consent  shall
                    not be unreasonably withheld, delayed or conditioned and (B)
                    if  a  Securitization has occurred and such  release  occurs
                    prior  to the Release Date, Borrower shall deliver to Lender
                    an appraisal of the Substitute Property Option Parcel, which
                    would  be  acceptable to a prudent lender in form and  scope
                    and indicating that the value of (I) the Substitute Property
                    as  of  the date of the substitution minus the value of  the
                    Substitute  Property Option Parcel, plus (II) the  value  of
                    the  remaining Individual Properties as of the date of their
                    encumbrance  by the related Mortgage, or in the  case  of  a
                    Substitute Property, as of the substitution date,  satisfies
                    the loan-to-value test applicable to any REMIC Trust holding
                    the Loan.

Notwithstanding the fact that Lender has executed (i) that certain  Covenant  to
Release, dated the date hereof, with respect to the Patrick Henry May Option and
(ii)  that  certain Covenant to Release, dated the date hereof, with respect  to
the  Nittany  May  Option,  Borrower must satisfy all of  the  requirements,  as
applicable, of this Section 2.8 in connection with such release.
          
          Section  2.9   Release  of Out-Parcels.  At any time  after  the  date
hereof,  but  prior  to the Anticipated Repayment Date, Borrower  may  obtain  a
release  of  an Out-Parcel from the lien of the applicable Mortgage  upon  sixty
(60) days prior written notice, provided that such release shall only be granted
if the following conditions have been met or satisfied:
               
               (i)  Borrower shall (A) pay Lender a processing fee equal to  the
                    lesser  of $5,000.00 or fifty one-hundredths percent (0.50%)
                    of  the  Out-Parcel Release Amount and (B) reimburse  Lender
                    for  any  reasonable costs and expenses it  actually  incurs
                    arising  from the transfer of the Out-Parcel and any release
                    of  the  Out-Parcel from the lien of the applicable Mortgage
                    (including,  without limitation, reasonable  attorneys  fees
                    and expenses);
               
               (ii) At  the time Borrower requests such release and at the  time
                    such  release  is  granted there  is  no  Event  of  Default
                    continuing;
               
               (iii)     The intended use of such Out-Parcel shall be for income
                    producing  activities and consistent with the use  to  which
                    out-parcels  and  expansion parcels are  generally  used  in
                    first  class retail shopping malls located in area  of  such
                    Out-Parcel and with respect to the Out-Parcels delineated in
                    the  color of green on the plans attached hereto as Schedule
                    XIII,  the intended use of the Out-Parcels will not  have  a
                    material  adverse effect on the occupancy at the  Individual
                    Property;
               
               (iv) Upon  the release of the Out-Parcel and after the completion
                    of  the standard approval process for tax lot-splits by  the
                    applicable municipal authority exercising jurisdiction  over
                    the Out-Parcel, no part of the remaining Individual Property
                    shall be part of a tax lot affecting any portion of the Out-
                    Parcel;
               
               (v)  Each  applicable municipal authority exercising jurisdiction
                    over  the  Out-Parcel  shall  have  approved,  or  shall  be
                    prepared  to  approve,  as  part of  its  standard  approval
                    process,  a  lot-split ordinance or other applicable  action
                    under  local law dividing the Out-Parcel from the  remainder
                    of  the  Individual  Property  and  assigning  separate  tax
                    identification  numbers  to  each.   A  metes   and   bounds
                    description  of the Out-Parcel shall have been delivered  to
                    Lender along with an ALTA survey meeting the requirements of
                    this Agreement depicting the Out-Parcel;
               
               (vi) All   requirements  under  all  laws,  statutes,  rules  and
                    regulations (including, without limitation, all  zoning  and
                    subdivision    laws,    setback    requirements,    sideline
                    requirements,  parking ratio requirements, use requirements,
                    building   and   fire   code   requirements,   environmental
                    requirements  and wetlands requirements) applicable  to  the
                    Individual  Property necessary to accomplish the  lot  split
                    shall  have been fulfilled, and all necessary variances,  if
                    any, shall have been obtained, and evidence thereof has been
                    delivered  to  the  Lender which in form  and  substance  is
                    appropriate  for  the jurisdiction in which  the  Individual
                    Property is located;
               
               (vii)      As a result of the lot split, the remaining Individual
                    Property  and the Out-Parcel each considered alone will  not
                    be in violation of any then applicable law, statute, rule or
                    regulation  (including, without limitation, all  zoning  and
                    subdivision    laws,    setback    requirements,    sideline
                    requirements,  parking ratio requirements, use requirements,
                    building   and   fire   code   requirements,   environmental
                    requirements  and  wetland requirements) and  all  necessary
                    variances,  if  any, shall have been obtained  and  evidence
                    thereof  has been delivered to the Lender which in form  and
                    substance  is appropriate for the jurisdiction in which  the
                    Individual Property is located;
               
               (viii)     The  Lender shall receive evidence that the Out-Parcel
                    has been transferred to a Person who is not an Affiliate  of
                    Borrower,  and  that  single purpose nature  and  bankruptcy
                    remoteness  of  Borrower  and its shareholders  or  partners
                    following such transfer are in accordance with the standards
                    of  the  Rating  Agencies (which requirement may  include  a
                    legal non-consolidation opinion acceptable to Lender);
               
               (ix) Appropriate  reciprocal easement agreements for the  benefit
                    and burden of the remaining Individual Property and the Out-
                    Parcel  regarding  the  use  of common  facilities  of  such
                    parcels,  including, but not limited to,  roadways,  parking
                    areas,  utilities and community facilities by the  occupants
                    of  the remaining Individual Property and the Out-Parcel, in
                    a  form  and substance that would be acceptable to a prudent
                    lender,  shall  be  declared and  recorded.   The  remaining
                    Individual   Property  and  the  Out-Parcel  shall   be   in
                    compliance  with all applicable covenants under  any  Anchor
                    Leases  and  Major Leases (including, but  not  limited  to,
                    parking  requirements and parking ratios), and all easements
                    and   property   agreements  contained  in   the   Permitted
                    Encumbrances for such Individual Property;
               
               (x)  Lender shall receive evidence that the occupancy rate of the
                    remaining   Individual   Property  (excluding   from   gross
                    leaseable  area the space available for "kiosks")  shall  be
                    equal  to or greater than 90% (including Anchor Leases,  but
                    excluding  space  occupied by tenants  on  a  month-to-month
                    Lease or tenants leasing "kiosk" space);
               
               (xi) Lender shall receive evidence that the Debt Service Coverage
                    Ratio as of the date of the Out-Parcel release allocable  to
                    the remaining Individual Property shall not be less than the
                    Debt  Service Coverage Ratio for the Individual Property  as
                    of  (A)  with respect to the Out-Parcels delineated  in  the
                    color  of  blue  on Schedule XIII attached hereto,  (I)  the
                    Closing Date and (II) the date immediately preceding the Out
                    Parcel  release  and  (B) with respect  to  the  Out-Parcels
                    delineated  in the color of green on Schedule XIII  attached
                    hereto,  the  Closing Date; provided, however,  if  Borrower
                    does not satisfy such requirements, Borrower shall have  the
                    right  after  the Release Date to defease a portion  of  the
                    Loan  in  accordance with Section 2.12 hereof  in  order  to
                    satisfy the requirements of this Section 2.9(xi);
               
               (xii)     No tenant under any Lease whose own, or whose parent's,
                    long-term unsecured debt rating is rated at least  "BBB"  or
                    "Baa2" or the equivalent by a Rating Agency has executed, or
                    is  negotiating in contemplation of executing, a Lease  with
                    respect to a portion of such Out-Parcel (unless such  tenant
                    is replaced by a tenant whose own, or whose parent's, rating
                    is equal or better);
               
               (xiii)     Title policy endorsements have been delivered  to  the
                    effect  that the release of the Out-Parcel will not have  an
                    adverse  affect on the priority of the lien of the  Mortgage
                    on the remaining portion of the Individual Property;
               
               (xiv)      Borrower has delivered an officer's certificate to the
                    effect  that the conditions in subsection (i) - (xiii)  have
                    occurred;
               
               (xv) If  prior  to a Securitization, approval of such release  by
                    the   Lender,  which  approval  shall  not  be  unreasonably
                    withheld,  conditioned or delayed.  If a Securitization  has
                    occurred,  receipt of written confirmation from  the  Rating
                    Agencies that the Securities issued in such a Securitization
                    shall  not be qualified, withdrawn or downgraded as a result
                    of such release;
               
               (xvi)      Borrower  shall execute such documents and instruments
                    and  obtain  such  opinions of counsel as  are  typical  for
                    similar  transactions, including, if a Securitization  shall
                    have occurred, an opinion that the release of the Out-Parcel
                    will not be a "significant modification" of this Loan within
                    the  meaning of Section 1.1001-3 of the regulations  of  the
                    United States Department of the Treasury;
               
               (xvii)    Intentionally Omitted;
               
               (xviii)    Borrower  shall deliver evidence to  Lender  that  the
                    release  of  the  Out-Parcel will not  materially  adversely
                    affect  the Net Operating Income of the Individual  Property
                    or  access  to the Individual Property and that the  release
                    does  not violate any loan-to-value tests applicable to  any
                    REMIC Trust holding the Loan;
               
               (xix)     With respect of the Out-Parcels delineated in the color
                    of blue on Schedule XIII attached hereto, such release shall
                    be  deemed a Defeasance Event and a principal balance of the
                    Loan  shall be partially defeased in an amount equal to  the
                    Out-Parcel  Release Amount and Borrower shall  increase  the
                    Defeasance Deposit as necessary to defease a portion of  the
                    Loan equal to such amount.  Any Defeasance Event pursuant to
                    this  subsection  shall  be  completed  in  accordance  with
                    Sections 2.12 and 2.13 hereof; and
               
               (xx) With  respect  to the Out-Parcels delineated  in  the  color
                    green  on  Schedule  XIII attached hereto,  for  which  such
                    release  shall  not be deemed a Defeasance  Event,  Borrower
                    shall  deposit into the Rollover Escrow Fund an amount equal
                    to the Out-Parcel Release Amount of the Option Parcel, which
                    shall be disbursed in accordance with Section 3.3 hereof.
          
          Section 2.10  Release of Construction Parcels.  At any time after  the
date hereof, but prior to the Anticipated Prepayment Date, Borrower may obtain a
release  of a Construction Parcel from the lien of the applicable Mortgage  upon
sixty  (60) days prior written notice, provided that such release shall only  be
granted  if  (a) the conditions listed in Section 2.9(ii) through and  including
Section 2.9(xviii), other than those contained in Section 2.9(viii), (x),  (xi),
(xii)  and  (xiv), are satisfied as if the Out-Parcel referenced to therein  was
the  Construction Parcel and (b) the following additional conditions  have  been
satisfied:
               
               (i)  Borrower  shall  (A) pay Lender a processing  fee  equal  to
                    fifty  one-hundredths percent (0.50%)  of  the  Construction
                    Parcel  Release  Amount  and (B) reimburse  Lender  for  any
                    reasonable  costs  and expenses it actually  incurs  arising
                    from the transfer of the Construction Parcel and any release
                    of  the  Construction Parcel from the lien of the applicable
                    Mortgage    (including,   without   limitation,   reasonable
                    attorneys fees and expenses);
               
               (ii) The Lender shall receive evidence reasonably satisfactory to
                    it  that the single purpose nature and bankruptcy remoteness
                    of  Borrower and its shareholders or partners following such
                    release  are in accordance with the standards of the  Rating
                    Agencies  (which  requirement  may  include  a  legal   non-
                    consolidation  opinion  in form and  substance  typical  for
                    similar transactions);
               
               (iii)      Lender  shall receive evidence that the transferee  of
                    the    Construction   Parcel   (the   "Construction   Parcel
                    Transferee")  has  entered  into  valid  and  duly  executed
                    leases,  or  the Construction Parcel Transferee has  entered
                    into  an agreement with Borrower to occupy the space,  which
                    are  arm's length transactions at the then prevailing market
                    rates  in  the area where the applicable Individual Property
                    is  located, with respect to the Construction Parcel for (A)
                    all  leaseable  space identified for Anchor Tenants  at  the
                    Construction  Parcel  and (B) 50%  of  all  gross  leaseable
                    space, if any, of the Construction Parcel not leased to such
                    Anchor  Tenant,  provided  that such  requirement  shall  be
                    deemed  satisfied  if  the only gross  leaseable  space  not
                    leased to Anchor Tenants is Incidental Space;
               
               (iv) No  Anchor  Tenant of the remaining Individual Property  has
                    executed, or is negotiating in contemplation of executing, a
                    Lease  with respect to the Construction Parcel, or a portion
                    thereof,  unless an Anchor Tenant (as defined in clause  (b)
                    in  the definition of "Anchor Tenant", but excluding a movie
                    theater) has occupied the space previously occupied  by  the
                    original  Anchor  Tenant or has executed a  Lease  with  the
                    Borrower for such space, which has a term of ten (10)  years
                    or  greater,  is  an arm's length transaction  on  the  then
                    prevailing  market terms and has no conditions to  occupancy
                    by  the new Anchor Tenant other than Borrower's delivery  of
                    the  space.   All  leaseable  space  designated  for  Anchor
                    Tenants with respect to the remaining Individual Property is
                    occupied by Anchor Tenants;
               
               (v)  If  the  Construction  Parcel includes leaseable  space  for
                    tenants  other than Anchor Tenants, the aggregate  occupancy
                    rate  of the remaining Individual Property (excluding  gross
                    leaseable  space available for "kiosks" and Anchor Tenants),
                    based  on  the tenants remaining in possession  and  tenants
                    that  have duly executed Leases shall be equal to or greater
                    than  90%  (excluding Anchor Leases, tenants on a  month-to-
                    month  Lease  or  tenants leasing "kiosk" space);  provided,
                    however, such occupancy rate shall not be required to be met
                    if  the Construction Parcel contains 10,000 sq. ft. or  less
                    of leaseable space for tenants other than Anchor Tenants and
                    such space is included in the Construction Parcel because it
                    is  architecturally necessary or incidental  to  creating  a
                    passage from the remaining Individual Property to the Anchor
                    Tenant of the Construction Parcel (the "Incidental Space").
               
               (vi) Borrower  shall  deposit into the Rollover  Escrow  Fund  an
                    amount  equal to the Construction Parcel Release  Amount  of
                    the  Construction  Parcel,  which  shall  be  disbursed   in
                    accordance with Section 3.3 hereof; provided, however,  such
                    disbursement  from the Rollover Escrow Fund  shall  only  be
                    made  for  tenant  improvement and leasing commissions  with
                    respect  to the Individual Property that is subject  to  the
                    Construction  Parcel  release  and  with  respect  to    the
                    Construction  Parcel Release Amount received  in  connection
                    with  the  release of the Black Rose Antiques  Parcel,  such
                    funds  shall first be disbursed for the costs of  renovation
                    and/or expansion of the Retail Strip Center;
               
               (vii)      If  the Construction Parcel Transferee is an Affiliate
                    of  Borrower, the Construction Parcel Transferee shall be  a
                    limited partnership and the Borrower shall cause the  holder
                    of  the  partnership  interests in the  Construction  Parcel
                    Transferee to pledge such partnership interests to Lender as
                    additional security for the Loan;
               
               (viii)     If  the Construction Parcel Transferee is an Affiliate
                    of   Borrower,  the  Borrower  or  the  Construction  Parcel
                    Transferee  shall  deliver to Lender a payment  bond  and  a
                    performance bond in the form of AIA Document A312, with dual
                    obligee  riders naming Lender as co-obligee (as its interest
                    may appear), or in such other form as would be acceptable to
                    a  prudent Lender (collectively, the "Bonds"), with  respect
                    to (A) the general contractor of the Construction Parcel and
                    (B) a Major Trade Contractor of the Construction Parcel;
               
               (ix) If the Construction Parcel Transferee is not an Affiliate of
                    Borrower,  the Borrower shall either (A) deliver,  or  cause
                    the Construction Parcel Transferee to deliver, the Bonds, or
                    (B)  not be entitled to withdraw any funds from the Rollover
                    Escrow Fund with respect to the Individual Property that  is
                    subject  to  the Construction Parcel Release until  a  final
                    certificate  of  occupancy with respect to the  Construction
                    Parcel  has  been  issued  by the  appropriate  Governmental
                    Authority;
               
               (x)  Borrower  shall deliver evidence to Lender that the  release
                    of  the  Construction  Parcel will not materially  adversely
                    affect  the existence of the applicable Individual  Property
                    as a first-class regional shopping mall;
               
               (xi) If  an Affiliate of Borrower is the general contractor or  a
                    contractor of the Construction Parcel, such Person shall not
                    receive  fees  in  connection with the performance  of  such
                    function  greater than the then market prevailing rates  for
                    such services;
               
               (xii)      With  respect  to  the  Black Rose  Antiques  Parcels,
                    Borrower  shall (A) renovate and/or expand the Retail  Strip
                    Center,  including  but not limited to acquiring  additional
                    real  property pursuant to Section 2.11 hereof, in order  to
                    (I) relocate the operation of the Black Rose Antiques Parcel
                    to  space  at the Retail Strip Center that is sufficient  in
                    size to accommodate the operation of the Black Rose Antiques
                    Parcel  as of the Closing Date and (II) maintain the  income
                    of  the  Retail  Strip Center without giving effect  to  the
                    income  generated by the operation of "Black Rose  Antiques"
                    at   the   Retail  Strip  Center,  (B)  deliver  to   Lender
                    confirmation  in  writing from the Rating  Agencies  to  the
                    effect  that  such release will not result in a  withdrawal,
                    qualification  or  downgrade of the  respective  ratings  in
                    effect  immediately prior to such release for the Securities
                    issued  in connection with the Securitization that are  then
                    outstanding, or if the Loan is not part of a Securitization,
                    obtain the written consent of Lender to such release,  which
                    consent  shall  not  be  unreasonably withheld,  delayed  or
                    conditioned and (C) deliver to Lender evidence that (I)  the
                    operation  of  the Black Rose Antiques Parcel  has  been  in
                    operation  at  the Retail Strip Center for at  least  ninety
                    (90) days and (II) Borrower or a third party has executed  a
                    master  lease with a third party with respect to  the  space
                    required  to be occupied by the operation of the Black  Rose
                    Antiques  Parcel, which shall be for a term of one (1)  year
                    or  greater and for rent equal to or greater than  the  rent
                    received  by Borrower from the vendors at, or operators  of,
                    the  Black  Rose Antiques Parcel immediately  preceding  the
                    release; and
               
               (xiii)    Borrower shall deliver an officer's certificate stating
                    that  the  following  conditions have been  satisfied:   (A)
                    Section 2.9(ii) through and including 2.9(xiii), other  than
                    Section 2.9(x), (xi) and (xii), and (B) this Section 2.10.
          
          Section 2.11  Additional Collateral Parcels.  (a) At any time and from
time  to time prior to the Anticipated Repayment Date, Borrower may, subject  to
the  conditions  set forth in this Section 2.11, acquire one or more  unimproved
parcels  which  are adjacent to existing Individual Properties  (an  "Additional
Collateral Parcel").  From and after the acquisition of an Additional Collateral
Parcel  by  Borrower in accordance herewith, such Additional  Collateral  Parcel
shall  thereafter  be  deemed part of the Individual Property  to  which  it  is
adjacent.   In  the  event  of  the acquisition by  Borrower  of  an  Additional
Collateral  Parcel,  the Note shall remain in full force  and  effect,  and  the
Mortgage  encumbering the applicable Individual Property shall  be  amended  and
restated  such  that  the  lien thereof is spread  to  encumber  the  Additional
Collateral Parcel, as well as the Individual Property, as security for the Note.
          
          (b)   In order to qualify as an Additional Collateral Parcel, the real
property must, at the time it is acquired by Borrower:
               
               (i)    be  a  real  property  as  to  which  Borrower  will  hold
indefeasible  fee  title  free  and  clear of  any  Lien  except  for  Permitted
Encumbrances  and  easements, restrictive covenants and other  title  exceptions
which  do  not have a material adverse effect on the value of such real property
for use as a shopping center;
               
               (ii)  not  be  subject to any remediation plan  with  respect  to
Hazardous  Materials and be otherwise free and clear of Hazardous  Materials  in
violation  of  Environmental Laws as shall be demonstrated in  an  environmental
report  issued by a recognized environmental consultant acceptable to Lender  at
Borrower's expense, all as certified by such consultant;
               
               (iii)      be  permitted to be used as part of a shopping  center
under all applicable Legal Requirements, as shall be demonstrated by any one  or
more  of  the following necessary to demonstrate such compliance (to the  extent
applicable  within  the  jurisdiction within  which  the  applicable  Additional
Collateral  Parcel  is located):  a letter from the municipality  in  which  the
parcel  is  located and/or an ALTA 3.1 zoning endorsement to the title insurance
policy delivered pursuant to Section 2.11(c)(vi)(C) hereof;
               
               (iv)  be  a separate tax lot after the completion of the standard
approval  process  for  tax  lot-splits by the  applicable  municipal  authority
exercising  jurisdiction  over the Additional Collateral  Parcel,  as  shall  be
demonstrated (to the extent applicable within the jurisdiction within which  the
applicable  Additional Collateral Parcel is located) by an  endorsement  to  the
title  insurance policy delivered pursuant to Section 2.11(c)(vi)(C)  hereof,  a
letter  from the title company issuing such title insurance policy or  a  letter
from the appropriate taxing authority; and
               
               (v)   be  subject to insurance coverage as required  pursuant  to
this  Agreement and the other Loan Documents, as shall be demonstrated by  valid
certificates of insurance indicating that the requirements for the  policies  of
insurance required for an Individual Property under the Loan Documents have been
satisfied with respect to the Additional Collateral Parcel and evidence  of  the
payment of all Insurance Premiums payable for the then current policy period.
          
          (c)  In addition to the conditions set forth in Section 2.11(b) above,
the acquisition of any Additional Collateral Parcel by Borrower pursuant to this
Section  2.11 shall be subject to the following requirements, all of  which,  if
applicable, shall be satisfied at Borrower's expense:
               
               (i)  receipt by Lender of written notice thereof from Borrower at
least  fifteen  (15)  days  before the date of  the  proposed  acquisition  (the
"Additional  Collateral Acquisition Date") together with  (A)  written  evidence
that  the  real property proposed to be an Additional Collateral Parcel complies
with  Section  2.11(b) hereof  as required pursuant thereto and (B)  such  other
information,  including financial information, as Lender or, if a Securitization
has occurred, the Rating Agencies, may request;
               
               (ii) no Event of Default shall have occurred and be continuing;
               
               (iii)      the representations and warranties set forth  in  this
Agreement and the Loan Documents with respect to the Individual Property,  shall
be  true  and  correct as to the proposed Additional Collateral  Parcel  on  the
Additional Collateral Acquisition Date;
               
               (iv)  delivery  to Lender of an Officer's Certificate  certifying
that  all  requirements to the acquisition of the Additional  Collateral  Parcel
pursuant to this Section 2.11 have been satisfied;
               
               (v)  delivery to Lender of originals of the following in form and
substance  appropriate  for the jurisdiction in which the Additional  Collateral
Parcel is located:
               
               (A)   an  amended and restated Mortgage as required  pursuant  to
     Section 2.11(a) hereof, duly executed and acknowledged by Borrower;
               
               (B)   an endorsement to the title insurance policy insuring  that
     the  Mortgage  creates a valid first lien on Borrower's fee  title  in  the
     Additional Collateral Parcel subject to the Permitted Encumbrances; and
               
               (C)   a current as-built land title survey and a certificate from
     a  professional  licensed  land surveyor with  respect  to  the  Additional
     Collateral  Parcel,  certified  to  the title  company  issuing  the  title
     insurance policy and Lender as being prepared in accordance with  the  1992
     Minimum  Standard Detail Requirements for ALTA/ACSM Land Title Surveys  and
     in  scope and substance similar to the surveys delivered to Lender  on  the
     Closing Date with respect to the Properties; and
               
               (vi)  if  a  Securitization  shall  have  occurred,  delivery  of
evidence in writing from the Rating Agencies to the effect that such acquisition
of   the   Additional  Collateral  Parcel  will  not  result  in  a  withdrawal,
qualification or downgrade of the respective ratings in effect immediately prior
to   such  acquisition  for  the  Securities  issued  in  connection  with   the
Securitization that are then outstanding or, if a Securitization shall not  have
occurred, Lender shall have consented in writing to such acquisition.
               
               (vii)      payment  by  Borrower  of  all  reasonable  costs  and
expenses actually incurred in connection with such acquisition by Borrower of an
Additional  Collateral Parcel (including, without limitation,  reimbursement  of
Lender's  reasonable costs, title premiums, mortgage recording  taxes,  if  any,
transfer  taxes, if any, recording fees, Rating Agency's fees and  expenses  and
reasonable attorneys' fees and disbursements actually incurred).
          
          Section 2.12  Prepayment; Substitution of Collateral.
          
          (a)   Prepayment.   Borrower  shall repay  any  outstanding  principal
indebtedness  of the Loan in full on the Maturity Date, together  with  interest
thereon to (but excluding) the date of repayment.  Borrower shall have no  right
to prepay all or any portion of the Loan prior to the Anticipated Repayment Date
other than as set forth in this Section 2.12 and in connection with a prepayment
pursuant  to Section 5.3(c) hereof.  On any scheduled Payment Date occurring  on
July  10,  2008,  August  10, 2008 or September 10, 2008  or  any  Payment  Date
thereafter, Borrower may, at its option and upon thirty (30) days' prior written
notice  from  Borrower to Lender, prepay in whole or in part  the  Debt  without
payment  of any premium.  Any such payment shall be applied to the last payments
of  principal  due  under  the  Loan.  Each voluntary  prepayment  (including  a
prepayment  pursuant  to Section 5.3(c) hereof) shall be  made  on  a  scheduled
payment date and include all accrued and unpaid interest up to but not including
such scheduled payment date or, if not paid on a scheduled payment date, include
interest  that would have accrued on such prepayment through the next  regularly
scheduled  payment  date.   If  prior  to the  Anticipated  Repayment  Date  and
following the occurrence of any Event of Default, Borrower shall tender  payment
(including  a  prepayment  pursuant  to Section  5.3(c)  hereof)  of  an  amount
sufficient  to satisfy all or any portion of the Debt, such tender  by  Borrower
shall be deemed to be voluntary and may be accepted or rejected by Lender in its
sole  discretion.   If  Lender accepts such tender prior to  the  Release  Date,
Borrower  shall  pay,  in  addition to the Debt, the Default  Yield  Maintenance
Premium.   If  Lender accepts such tender after the Release Date,  the  Borrower
shall  pay,  in  addition to the debt, an amount equal to the Yield  Maintenance
Premium,  if  any,  that  would  be required under  Section  2.12  hereof  if  a
Defeasance Event has occurred.
          
          (b)   Voluntary Defeasance of the Loan.  Provided no Event of  Default
exists,  at  any  time  after  the Release Date and  prior  to  the  Anticipated
Repayment Date Borrower may voluntarily defease all or any portion of  the  Loan
by  providing Lender with U.S. Obligations that produce payments which replicate
the Scheduled Defeasance Payments (hereinafter, a "Defeasance Event"); provided,
however,  a  Defeasance Event may occur for a portion of the Loan in  connection
with either the release of an Option Parcel pursuant to Section 2.8 hereof or  a
release  of an Out-Parcel pursuant to Section 2.9 hereof, on any date after  the
date  hereof.   Each Defeasance Event by the Borrower shall be  subject  to  the
satisfaction of the following conditions precedent:
               
               (i)  Borrower shall provide not less than thirty (30) days  prior
                    written  notice  to Lender specifying a regularly  scheduled
                    payment date (the "Defeasance Date") on which the Defeasance
                    Event   is  to  occur.   Such  notice  shall  indicate   the
                    anticipated principal amount of the Note to be defeased;
               
               (ii) Borrower shall pay to Lender all accrued and unpaid interest
                    on  the  principal balance of the Note to but not  including
                    the  Defeasance Date.  If for any reason the Defeasance Date
                    is  not  a  regularly scheduled payment date,  the  Borrower
                    shall also pay interest that would have accrued on the  Note
                    through the next regularly scheduled payment date;
               
               (iii)      Borrower  shall  pay  to Lender all  other  sums,  not
                    including  scheduled  interest or  principal  payments,  due
                    under the Note, this Agreement, the Mortgages, and the other
                    Loan Documents;
               
               (iv) Borrower shall pay to Lender the required Defeasance Deposit
                    for the Defeasance Event;
               
               (v)  Other  than  with respect to a Defeasance Event that  occurs
                    prior to the Release Date in connection with the release  of
                    an  Option  Parcel  pursuant to Section 2.8  hereof  or  the
                    release of an Out-Parcel pursuant to Section 2.9 hereof,  in
                    the  event only a portion of the Loan is the subject of  the
                    Defeasance  Event,  Borrower  shall  prepare  all  necessary
                    documents  to  amend  and restate the  Note  and  issue  two
                    substitute notes, one note having a principal balance  equal
                    to  the defeased portion of the original Note (the "Defeased
                    Note")  and the other note having a principal balance  equal
                    to  the  undefeased  portion of the  Note  (the  "Undefeased
                    Note").   The Defeased Note and Undefeased Note  shall  have
                    identical  terms  as  the  Note  except  for  the  principal
                    balance.   A  Defeased Note cannot be  the  subject  of  any
                    further Defeasance Event;
               
               (vi) Borrower shall execute and deliver a security agreement,  in
                    form   and  substance  reasonably  satisfactory  to  Lender,
                    creating a first priority lien on the Defeasance Deposit and
                    the  U.S. Obligations purchased with the Defeasance  Deposit
                    in  accordance with this provision of this Section 2.12 (the
                    "Security Agreement");
               
               (vii)      Borrower  shall  deliver an  opinion  of  counsel  for
                    Borrower  in  form satisfactory to Lender in its  reasonable
                    discretion  stating, among other things, that  Borrower  has
                    legally  and  validly  transferred  and  assigned  the  U.S.
                    Obligations and all obligations, rights and duties under and
                    to  the  Note  or  Defeased  Note  (as  applicable)  to  the
                    Successor  Borrower,  that  Lender  has  a  perfected  first
                    priority security interest in the Defeasance Deposit and the
                    U.S.  Obligations delivered by Borrower, and that any  REMIC
                    Trust  formed pursuant to a Securitization will not fail  to
                    maintain  its  status as a "real estate mortgage  investment
                    conduit" within the meaning of Section 860D of the Code as a
                    result of such Defeasance Event;
               
               (viii)     Borrower  shall deliver evidence in writing  from  the
                    applicable  Rating Agencies to the effect that such  release
                    will   not   result   in   a  downgrading,   withdrawal   or
                    qualification   of   the  respective   ratings   in   effect
                    immediately   prior  to  such  Defeasance  Event   for   the
                    Securities  issued  in  connection with  the  Securitization
                    which  are  then  outstanding.  If required  by  the  Rating
                    Agencies,  the Borrower shall also deliver or  cause  to  be
                    delivered  a non-consolidation opinion with respect  to  the
                    Successor   Borrower   in  form  and  substance   reasonably
                    satisfactory to Lender and the applicable Rating Agencies;
               
               (ix) Borrower  shall deliver an officer's certificate  certifying
                    that the requirements set forth in this Section 2.12(b) have
                    been satisfied in all material respects;
               
               (x)  Borrower  shall  deliver  a certificate  of  an  independent
                    certified public accountant reasonably acceptable to  Lender
                    certifying  that  the U.S. Obligations  purchased  with  the
                    Defeasance  Deposit  generate monthly amounts  equal  to  or
                    greater than the required scheduled Defeasance Payments;
               
               (xi) Borrower shall deliver such other certificates, documents or
                    instruments as Lender may reasonably request; and
               
               (xii)     Borrower shall pay all reasonable costs and expenses of
                    Lender  actually incurred in connection with the  Defeasance
                    Event,  including any costs and expenses associated  with  a
                    release of a Lien of a Mortgage as provided in Section  2.13
                    hereof  as  well as reasonable attorneys' fees and  expenses
                    and Rating Agency's fees and expenses.
          
          (c)   In  connection  with  each  Defeasance  Event,  Borrower  hereby
appoints  Lender as its agent and attorney-in-fact for the purpose of using  the
Defeasance  Deposit to purchase U.S. Obligations which provide  payments  on  or
prior  to,  but as close as possible to, all successive scheduled payment  dates
after  the  Defeasance  Date  upon which interest  and  principal  payments  are
required  under  the  Note, in the case of a Defeasance  Event  for  the  entire
outstanding principal balance of the Loan, or the Defeased Note, in the case  of
a  Defeasance Event for only a portion of the outstanding principal  balance  of
the  Loan, as applicable, and in amounts equal to the scheduled payments due  on
such  dates  under  the  Note  or the Defeased Note, as  applicable,  (including
without limitation scheduled payments of principal, interest, servicing fees (if
any),  any rating surveillance charge and any other amounts due under  the  Loan
Documents  on such dates) and assuming such Note or Defeased Note is prepaid  in
full  on  the  Anticipated Repayment Date (the "Scheduled Defeasance Payments").
Borrower  or  Successor Borrower, pursuant to the Security  Agreement  or  other
appropriate document, shall authorize and direct that the payments received from
the U.S. Obligations may be made directly to the Cash Management Account (unless
otherwise directed by Lender) and applied to satisfy the obligations of Borrower
or  Successor Borrower under the Note or the Defeased Note, as applicable.   Any
portion  of the Defeasance Deposit in excess of the amount necessary to purchase
the  U.S.  Obligations  required by this Section  2.12  and  satisfy  Borrower's
obligations  under  this  Section 2.12 and Section 2.13  shall  be  remitted  to
Borrower.
          
          Section  2.13   Release  of Property.  Except as  set  forth  in  this
Section  2.13, no repayment, prepayment or defeasance of all or any  portion  of
the  Note shall cause, give rise to a right to require, or otherwise result  in,
the release of a Lien of a Mortgage on an Individual Property.
          
          (a)   Release of All the Properties.  (i)  If the Borrower has elected
to  defease  the  entire  Note and the requirements of Section  2.12  have  been
satisfied in all material respects, all of the Properties shall be released from
the  Lien  of  the Mortgages and the U.S. Obligations, pledged pursuant  to  the
Security Agreement, shall be the sole source of collateral securing the Note.
               
               (ii) In  connection with the release of the Liens,  the  Borrower
                    shall submit to Lender, not less than ten (10) days prior to
                    the  Defeasance  Date, a release of Lien (and  related  Loan
                    Documents)  for each Individual Property (other  than  those
                    expressly stated to survive including those set forth in the
                    Hazardous  Materials Indemnity Agreement) for  execution  by
                    Lender.  Such release shall be in a form appropriate in each
                    jurisdiction in which an Individual Property is located  and
                    satisfactory to Lender in its sole discretion.  In addition,
                    Borrower  shall  provide  all  other  documentation   Lender
                    reasonably   requires  to  be  delivered  by   Borrower   in
                    connection  with  such release, together with  an  officer's
                    certificate  certifying that such documentation  (A)  is  in
                    compliance with all Legal Requirements, and (B) will  effect
                    such   releases  in  accordance  with  the  terms  of   this
                    Agreement.
          
          (b)   Release  of  Individual Properties.  Borrower  on  one  or  more
occasions may obtain the individual release of an Individual Property  from  the
Lien  of  the Mortgage thereon (and related Loan Documents) and the  release  of
Borrower's  obligations under the Loan Documents with respect to such Individual
Property (other than those expressly stated to survive including those set forth
in  the  Hazardous Materials Indemnity Agreement), upon satisfaction of each  of
the following conditions:
               
               (i)  The  principal balance of the Defeased Note shall  equal  or
                    exceed  the  Adjusted  Release  Amount  for  the  applicable
                    Individual  Property; provided, however, if the  outstanding
                    principal  balance of the Undefeased Note (prior  to  giving
                    effect  to  the related Defeasance Event) is less  than  the
                    Adjusted  Release Amount for the Individual Property  to  be
                    released, the Defeased Note shall be in an amount  equal  to
                    the outstanding principal balance of such Undefeased Note.
               
               (ii) The  requirements  of  Section  2.12(b)  (including  Section
                    2.12(b)(viii)) have been satisfied.
               
               (iii)       The  Individual  Property  is  transferred  from  the
                    Borrower  to  another  Person and such  Person  is  not  the
                    general partner or managing member of Borrower.
               
               (iv) Borrower shall submit to Lender, not less than ten (10) days
                    prior  to  the date of such release, a release of Lien  (and
                    related  Loan  Documents) for such Individual  Property  for
                    execution  by  Lender.  Such release  shall  be  in  a  form
                    appropriate  in  each jurisdiction in which  the  Individual
                    Property  is  located.  In addition, Borrower shall  provide
                    all  other  documentation Lender reasonably requires  to  be
                    delivered  by  Borrower  in connection  with  such  release,
                    together with an officer's certificate certifying that  such
                    documentation   (i)  is  in  compliance   with   all   Legal
                    Requirements,  (ii) will effect such release  in  accordance
                    with  the  terms  of  this Agreement,  and  (iii)  will  not
                    materially  impair or otherwise materially adversely  affect
                    the  Liens,  security interests and other rights  of  Lender
                    under  the Loan Documents not being released (or as  to  the
                    parties to the Loan Documents and Properties subject to  the
                    Loan Documents not being released).
               
               (v)  After  giving  effect  to  such release,  the  Debt  Service
                    Coverage  Ratio  for  all of the Properties  then  remaining
                    subject to the Lien of the Mortgages shall be equal  to  the
                    greater  of  (i)  the Debt Service Coverage  Ratio  for  the
                    twelve  (12) full calendar months immediately preceding  the
                    Closing  Date, and (ii) the Debt Service Coverage Ratio  for
                    all   of  the  then  remaining  Properties  (including   the
                    Individual Property to be released) for the twelve (12) full
                    calendar  months immediately preceding the  release  of  the
                    Individual Property.
          
          (c)   Successor Borrower.  In connection with any release  of  a  Lien
under  this Section 2.13, other than in connection with a release prior  to  the
Release Date of an Option Parcel pursuant to Section 2.8 hereof or an Out-Parcel
pursuant to Section 2.9 hereof, Borrower may, or at the request of Lender shall,
establish or designate a successor entity (the "Successor Borrower") which shall
be  a  single purpose bankruptcy remote entity approved by Lender, and  Borrower
shall  transfer and assign all obligations, rights and duties under and  to  the
Note  or  the  Defeased  Note, as applicable, together  with  the  pledged  U.S.
Obligations  to  such Successor Borrower; provided, however, the Borrower  shall
not  be  required  to establish such Successor Borrower in connection  with  the
release  of  an  Option Parcel pursuant to Section 2.8 hereof or  an  Out-Parcel
pursuant  to  Section 2.9 hereof if the amount of the Loan defeased pursuant  to
the  exercise  of  the  releases permitted under  such  sections  is  less  than
$10,000,000.00  in  the  aggregate.  Such Successor Borrower  shall  assume  the
obligations under the Note or the Defeased Note, as applicable, and the Security
Agreement  and  Borrower  shall  be  relieved  of  its  obligations  under  such
documents.   The  Borrower shall pay $1,000 to any such  Successor  Borrower  as
consideration for assuming the obligations under the Note or the Defeased  Note,
as  applicable,  and the Security Agreement.  Notwithstanding anything  in  this
Agreement  to  the  contrary, no other assumption fee shall be  payable  upon  a
transfer  of  the  Note or the Defeased Note, as applicable, in accordance  with
this  Section  2.13,  but Borrower shall pay all reasonable costs  and  expenses
actually  incurred by Lender, including Lender's attorneys' fees  and  expenses,
incurred in connection therewith.
                                        
                                        
                                    ARTICLE 3
                                        
                     SECURITY; RESERVES AND CASH MANAGEMENT
          
          Section  3.1   Security; Establishment of Funds.  The  Loan  shall  be
evidenced by the Note of Borrower, in the original principal amount of the Loan.
The  Loan  shall  be  secured by the Mortgages creating  a  first  lien  on  the
Properties, the Assignment of Leases and Rents and the other Loan Documents.  As
further  security  for  the  Loan, Borrower agrees to  establish  the  following
reserves with Lender, to be held by Lender as security for the Loan:
          
          (a)  Required Repair Fund.  On the date hereof, Borrower shall deposit
with  Lender the amount of Two Million Four Hundred Thousand and No/100  Dollars
($2,400,000.00) (the "Required Repair Fund") to perform the required repairs  as
forth  on  Schedule III annexed hereto (which repairs shall be completed  by  no
later than twelve (12) months from the date hereof);
          
          (b)   Replacement  Escrow Fund.  On each Payment Date  from  the  date
hereof,  Borrower  shall  deposit  into  a  reserve  account  with  Lender  (the
"Replacement Escrow Fund") an amount equal to one-twelfth (1/12) of Two  Million
Seventy-Six Thousand and No/100 Dollars ($2,076,000.00).
          
          (c)   Rollover Escrow Fund.  Borrower shall from time to time  deposit
funds  with Lender as required pursuant to Sections 2.9(xx) and 2.10(vi),  which
funds  shall  be  held by Lender for tenant improvement and  leasing  commission
obligations  incurred with respect to the Properties following the  date  hereof
(the "Rollover Escrow Fund").
          
          (d)  Debt Service Escrow Fund.  Borrower shall deposit with Lender  an
amount  equal  to  one payment of the Monthly Debt Service Payment  (assuming  a
twenty-five  (25)  year amortization) which shall be held by Lender  as  a  debt
service reserve; provided, however, if an Event of Default does not exist and  a
Defeasance  Event  occurs  in connection with the release  of  the  lien  of  an
applicable Mortgage with respect to the space occupied by an Anchor Tenant or an
Individual Property, the Debt Service Escrow Fund shall be reduced by an  amount
equal  to the Debt Service Escrow Fund as of the Closing Date multiplied by  the
ratio of (i) the principal balance of the portion of the Loan being defeased and
(ii)  the  original  principal balance of the Loan.  If at  any  time  the  Debt
Service  Escrow Fund is used by Lender to cover shortfalls in the  Monthly  Debt
Service Payments, Borrower shall promptly deposit in such escrow fund an  amount
so  that  the escrow fund shall at all times have an amount equal to one Monthly
Debt Service Payment (the "Debt Service Escrow Fund").
          
          (e)   Ground Lease Escrow Fund.  Borrower shall establish and maintain
an  escrow  fund with Lender for payments due under the Ground Lease into  which
Borrower  shall deposit (i) on the date hereof, an amount equal to  Twenty-Eight
Thousand Eight Hundred Eighty-Eight and No/100 Dollars ($28,888.00) and (ii)  on
each Payment Date, an amount equal to one-twelfth (1/12) of the aggregate amount
of  all rent and any and all other charges that were due and payable by Borrower
under  the  Ground Lease for the full calendar year preceding such Payment  Date
(the  "Ground  Lease  Escrow Fund"); provided, however, in the  event  that  the
Ground  Lease Escrow Fund is not sufficient to pay all sums payable pursuant  to
the  Ground  Lease  at  least ten (10) Business Days prior  to  the  dates  due,
Borrower shall upon notice from Lender immediately deposit into the Ground Lease
Escrow  Fund such additional funds necessary to make such payments.  The  Ground
Lease  Escrow  Fund is for the purpose of paying all sums due under  the  Ground
Lease and is hereby pledged to Lender as additional security for the Debt.
          
          (f)   Renovation  Escrow  Fund.  On the date  hereof,  Borrower  shall
deposit  with Lender the amount of One Million Seven Hundred Fifty Thousand  and
No/100  Dollars  ($1,750,000.00) (the "Renovation Escrow Fund") which  shall  be
held  by  Lender  for  renovations, upgrades  and  tenant  improvements  to  the
Properties (including those disclosed in the estoppel certificates received from
tenants  in connection with the closing of the Loan) in accordance with Schedule
XIV  attached  hereto, other than those repairs (i) identified on  Schedule  III
attached hereto, (ii) performed in connection with the Expansion Escrow Fund and
(iii)  deemed  by  Lender,  in  its reasonable  discretion,  to  be  an  expense
reimbursable from the Replacement Escrow Fund or Rollover Escrow Fund.
          
          (g)   Expansion  Escrow  Fund.   On the date  hereof,  Borrower  shall
deposit  with  Lender (i) the amount of Five Million Three Hundred  Seventy-Five
Thousand  and No/100 Dollars ($5,375,000.00), which shall be held by Lender  for
expansion  of  the  improvements located on the  Individual  Property  known  as
Patrick  Henry  Mall (the "Patrick Henry Expansion Escrow Fund")  in  accordance
with  Schedule  XIV attached hereto and (ii) the amount of Three  Million  Three
Hundred Twenty-Five Thousand and No/100 Dollars ($3,325,000.00), which shall  be
held  by  Lender  for expansion of the improvements located  on  the  Individual
Property  known  as  Nittany  Mall  (the "Nittany  Expansion  Escrow  Fund")  in
accordance with Schedule XIV attached hereto.
          
          (h)   Environmental Escrow Fund.  On the date hereof,  Borrower  shall
deposit  with  Lender  (i)  the amount of One Hundred Twenty-Five  Thousand  and
No/100  Dollars  ($125,000.00),  to perform the environmental  repairs  for  the
Individual  Property known as Wyoming Valley Mall, as set forth on  Schedule  XV
attached  hereto,  (ii)  the  amount of One Hundred Thirty-Seven  Thousand  Five
Hundred  and No/100 Dollars ($137,500.00), to perform the environmental  repairs
for the Individual Property known as Viewmont Mall, as set forth on Schedule  XV
attached  hereto, (iii) the amount of Eighty-One Thousand Two Hundred Fifty  and
No/100  Dollars  ($81,250.00),  to perform the  environmental  repairs  for  the
Individual Property known as Francis Scott Key Mall, as set forth on Schedule XV
attached  hereto,  and (iv) the amount of Thirty-Two Thousand Five  Hundred  and
No/100  Dollars  ($32,500.00),  to perform the  environmental  repairs  for  the
Individual  Property  known as Phillipsburg Mall, as set forth  on  Schedule  XV
attached hereto.  All such environmental repairs shall be completed by no  later
than  the dates set forth on Schedule XV attached hereto.  All deposits required
pursuant to this Section 3.1(h) shall hereinafter collectively be referred to as
the "Environmental Escrow Fund".
          
          Notwithstanding anything to the contrary contained herein, on or after
the Anticipated Repayment Date, Lender may reassess on an annual basis and in  a
reasonable manner its estimate of the amount necessary for the Funds (other than
the  Ground  Lease Escrow Fund which may be reassessed prior to the  Anticipated
Repayment Date) from time to time and may accordingly adjust the monthly amounts
required   to  be  deposited  into  the  Funds  upon  providing  Borrower   with
documentation  supporting such reasonable adjustment thirty (30) days  prior  to
such  adjustment.  If Borrower reasonably determines, upon its  review  of  such
documentation,  that any such adjustment is not supported by such documentation,
Lender  shall  provide Borrower with additional documentation.   Borrower  shall
reimburse  Lender for all third party reasonable costs and expenses that  Lender
actually incurs in connection with the reassessment of the amount necessary  for
the  Funds,  including,  without  limitation,  reasonable  attorneys'  fees  and
expenses.
          
          Section 3.2  Pledge and Grant of Security Interest.   Borrower  hereby
pledges to Lender, and grants a security interest in, any and all monies now  or
hereafter deposited in the Funds as additional security for the payment  of  the
Loan.   Borrower  shall  not, without obtaining the  prior  written  consent  of
Lender,  further pledge, assign or grant any security interest in the  Funds  or
permit  any  lien  or encumbrance to attached thereto, or any levy  to  be  made
thereon,  or any UCC-1 Financing Statements (except those naming Lender  as  the
secured  party) to be filed with respect thereto.  The Funds shall  be  held  in
Lender's name and invested in Permitted Investments in accordance with the terms
and conditions of the Cash Management Agreement.  All investment earnings on the
Funds  shall  be  added to and become part of the Funds and  shall  be  for  the
benefit  of  Borrower, subject to Lender's rights pursuant  to  this  Agreement.
Lender shall not be responsible for any losses resulting from the investment  of
the  Funds or for obtaining any specific level or percentage of earnings on such
investment.   Upon the occurrence of an Event of Default, Lender may  apply  any
sums  then present in the Funds to the payment of the Loan in any order  in  its
sole  discretion.  Until expended or applied as above provided, the Funds  shall
constitute additional security for the Loan.
          
          Section  3.3   Disbursement of Funds.  Lender shall make disbursements
from  the  Funds as requested by Borrower in accordance with the  provisions  of
this Section 3.3, within [ten (10)] days of such request, and approved by Lender
provided (a) no Event of Default has occurred and is continuing, (b) no material
adverse change has occurred in the financial condition or business condition  of
the Borrower or the Properties, and (c) Borrower has satisfied the conditions of
this  Section 3.3.  Lender may require an inspection of any Individual  Property
prior  to  any  disbursement  from  the Funds,  for  the  applicable  Individual
Property,  pursuant to this Section 3.3; provided, however, that so long  as  no
Event  of  Default  exists, Borrower's obligation to bear the  expense  of  such
inspection  shall  be  limited to two (2) times in any calendar  year  for  each
Individual  Property.   All  costs  and  expenses  incurred  by  Lender  in  the
disbursement of any of the Funds shall be paid by Borrower promptly upon demand.
Within  thirty  (30)  days after the end of each calendar  month,  Lender  shall
furnish  to Borrower a detailed statement stating the balance of all amounts  on
deposit  in  the  Funds  and all interest earned thereon.   Interest  earned  on
Permitted Investments of the Funds shall be remitted to Borrower every  six  (6)
months upon written request by Borrower to Lender.
          
          (a)   Required  Repair  Fund, Replacement Escrow Fund  and  Renovation
Escrow Fund.  Disbursement from the Required Repair Fund, the Replacement Escrow
Fund  and  the  Renovation Escrow Fund may be requested on a  monthly  basis  in
increments  of  no  less than $10,000.00 upon written request  by  Borrower  and
delivery  to  Lender  of (i) a certificate from Borrower (A)  stating  that  all
repairs  and replacements at the applicable Individual Property to be funded  by
the  requested  disbursement have been completed in good and workmanlike  manner
and  in accordance with all applicable federal, state and local laws, rules  and
regulations,  (B) identifying each Person that supplied materials  or  labor  in
connection with such work performed at such Individual Property to be funded  by
the  requested disbursement, and (C) stating that each such Person has been paid
in  full  or  will be paid in full upon such disbursement, (ii) copies  of  paid
invoices  for any individual invoice in excess of $75,000.00 or any invoices  in
excess  of  $5,000.00 from the same vendor with respect to the same construction
project  which  exceed $75,000.00 in the aggregate, and (iii) lien  waivers  and
releases  from all parties furnishing services in connection with the  requested
payment,  if  the  amount  of such service is in excess  of  $75,000.00  or  the
services  from the same vendor in excess of $5,000.00 for the same  construction
project  exceed  $75,000.00 in the aggregate.  At Lender's  option,  Lender  may
require  an  inspection report for the applicable Individual Property  verifying
the  completion  of  the repairs or replacements for which the  disbursement  is
sought if such disbursement is in excess of $350,000.00.  In the case of amounts
on  deposit  in  the  Renovation  Escrow Fund, Borrower  shall  be  entitled  to
reallocate  any undisbursed amounts between those amounts designated within  the
Renovation Escrow Fund for specified renovations listed on Schedule XIV attached
hereto  and unspecified future renovations.  In the event that the funds in  the
Required  Repair  Fund  designated  on Schedule  III  attached  hereto  for  the
"Resolution  of floor subsidence at West Manchester Bon-Ton and ADA issues  with
respect  to  the Logan Valley Sears estoppel" are not disbursed within  two  (2)
years  after  the Closing Date, such funds shall become part of the  Replacement
Escrow Fund.
          
          (b)  Rollover Escrow Fund.  Disbursement from the Rollover Escrow Fund
may  be  requested on a monthly basis in increments of no less  than  $10,000.00
upon  written request by Borrower and delivery to Lender of (i) a  copy  of  the
duly  executed  Lease  for which such disbursement is being  requested,  (ii)  a
certificate  of occupancy issued by the appropriate Governmental  Authority  for
the  space  leased pursuant to such Lease, which certificate shall  be  in  full
force  and  effect as of the date of such disbursement, (iii) copies of  payment
vouchers  or  paid  invoices  for  any invoice  (other  than  those  solely  for
materials)  or  cash  allowance  paid directly  to  the  tenants  in  excess  of
$75,000.00,  and  (iv)  lien waivers and releases from  all  parties  furnishing
services in connection with the requested payment, if the amount of such service
is  in  excess  of  $75,000.00.   At Lender's  option,  Lender  may  require  an
inspection   report  for  the  applicable  Individual  Property  verifying   the
completion  of the tenant improvements for which the disbursement is  sought  if
such  disbursement  is  in  excess of (A) $350,000.00  for  tenant  improvements
constructed  by Borrower, and (B) $500,000.00 for cash allowances paid  directly
to the tenants.
          
          (c)   Expansion  Escrow Fund.  Disbursement from the Expansion  Escrow
Fund  may  be  requested  on  a  monthly basis in increments  of  no  less  than
$10,000.00 upon written request by Borrower and, delivery to Lender  of  (i)  in
connection  with  disbursement requests, other than for tenant  improvements  or
allowances:  (A)  a  certificate from Borrower  (I)  stating  that  all  Capital
Expenditures at the applicable Individual Property to be funded by the requested
disbursement  have  been  completed  in  good  and  workmanlike  manner  and  in
accordance  with  all  applicable  federal, state  and  local  laws,  rules  and
regulations,  and  if  such requested disbursement is for the  entire  Expansion
Escrow  Fund, such certificate from Borrower should contain, in addition to  the
items   required  herein,  a  statement  that  all  contemplated  and   required
construction  is complete and final, (II) identifying each Person that  supplied
materials  or  labor in connection with such work performed at  such  Individual
Property to be funded by the requested disbursement, and (III) stating that each
such  Person  has  been  paid  in  full or  will  be  paid  in  full  upon  such
disbursement,  (B)  copies  of  paid invoices  for  any  invoice  in  excess  of
$75,000.00,  (C) lien waivers and releases from all parties furnishing  services
in  connection with the requested payment, if the amount of such service  is  in
excess of $75,000.00, and (D) an inspection report, at Lender's option, for  the
applicable Individual Property verifying the completion of all contemplated  and
required  construction if the requested disbursement is for the entire Expansion
Escrow  Fund;  and (ii) in connection with tenant improvements  and  allowances:
(A)  a  copy  of  the duly executed Lease for which such disbursement  is  being
requested, (B) a certificate of occupancy issued by the appropriate Governmental
Authority  for the space leased pursuant to such Lease, which certificate  shall
be  in full force and effect as of the date of such disbursement, (C) copies  of
payment  vouchers  or  paid  invoices,  including  those  for  legal  fees   and
promotional expenses, for any invoice (other than those for materials)  or  cash
allowance  for  tenant  improvements  constructed  by  Borrower  in  excess   of
$75,000.00,  (D) lien waivers and releases from all parties furnishing  services
in  connection with the requested payment, if the amount of such service  is  in
excess of $75,000.00, and (E) an inspection report, at Lender's option, for  the
applicable  Individual  Property verifying the  completion  of  the  repairs  or
replacements  for  which the disbursement is sought if such disbursement  is  in
excess  of  $500,000.00.   Requests for disbursement for  reimbursement  of  the
interest and overhead expenses associated with the cost of construction shall be
calculated  so  as to represent the percentage of the completion  of  the  total
costs  of construction as has been completed as of the date of such request  for
disbursement.
          
          (d)   Environmental  Escrow Fund. Disbursement from the  Environmental
Escrow  Fund may be requested on a monthly basis in increments of no  less  than
$10,000.00  upon written request by Borrower and, delivery to Lender  of  (i)  a
certificate  from  Borrower (A) stating that all environmental  repairs  at  the
applicable  Individual Property to be funded by the requested disbursement  have
been  completed  in  good  and workmanlike manner and  in  accordance  with  all
applicable federal, state and local laws, rules and regulations, (B) identifying
each  Person  that  supplied  materials or labor in connection  with  such  work
performed   at   such  Individual  Property  to  be  funded  by  the   requested
disbursement,  and (C) stating that each such Person has been paid  in  full  or
will  be  paid in full upon such disbursement, (ii) copies of paid invoices  for
any  individual  invoice  in excess of $75,000.00, and (iii)  lien  waivers  and
releases  from all parties furnishing services in connection with the  requested
payment,  if the amount of such service is in excess of $75,000.00.  At Lender's
option,  Lender  may require an inspection report for the applicable  Individual
Property  to be prepared by an independent environmental consultant,  acceptable
to  Lender, verifying the completion of the environmental repairs for which  the
disbursement is sought.
          
          Section 3.4  Cash Management System.
          
          (a)   On  or before the date hereof, the Borrower shall enter  into  a
cash  management  agreement among Borrower, Lender,  Manager  and  one  or  more
certain  financial institutions (together with any modifications  or  amendments
thereof,  are  hereinafter  collectively referred to  as  the  "Cash  Management
Agreement"),  which  shall  provide, among  other  things,  that  all  Operating
Revenues  and  other  sums  collected from, or  arising  with  respect  to,  the
Properties  be  deposited in accordance with the Cash Management  Agreement  and
that  such amounts shall be disbursed in accordance with this Section 3.4.   The
Borrower  shall  pay all costs and expenses required under the  Cash  Management
Agreement.   Until  expended  or applied, amounts  held  pursuant  to  the  Cash
Management Agreement shall constitute additional security for the Debt.
          
          (b)   In  accordance with the terms of the Cash Management  Agreement,
the  Borrower  shall  establish and maintain one  or  more  segregated  Eligible
Accounts (collectively the "Cash Management Account") to be held by Servicer  in
trust  for the benefit of Lender.  The Cash Management Account shall be entitled
"General  Electric Capital Corporation, as Lender, pursuant to  Loan  Agreement,
dated  as of August 28, 1998 - Cash Management Account."  Borrower hereby grants
to  Lender a first priority security interest in the Cash Management Account and
all  deposits  at any time contained therein and the proceeds thereof  and  will
take  all  actions  necessary to maintain in favor of Lender a  perfected  first
priority  security  interest in the Cash Management Account, including,  without
limitation,  executing and filing UCC-1 Financing Statements  and  continuations
thereof.  After the execution of the Cash Management Agreement, Borrower  shall,
or  shall  cause  Manager to deliver written instructions to all  tenants  under
Leases  to  deliver all Rents payable thereunder directly to the Cash Management
Account.   In addition, within forty-five (45) days of the date hereof, Borrower
shall,  and shall cause Manager to, deposit all amounts received by Borrower  or
Manager  constituting  Rents  into  the Cash Management  Account  promptly  upon
receipt.   On  every other Business Day during a Trigger Period,  all  funds  on
deposit  in  the  Cash Management Account shall be transferred  to  an  Eligible
Account,  established  and  maintained by  Lender  at  a  financial  institution
designated by Lender in its sole discretion.  Upon a Trigger Event and during  a
Trigger  Period,  Lender  and Servicer shall (i) have the  sole  right  to  make
withdrawals  from the Cash Management Account, (ii) upon receipt of satisfactory
evidence  from Borrower or Manager, promptly remit to Borrower any amounts  paid
as  rental payments directly to the Cash Management Account by tenants  pursuant
to  leases  that do not relate to the use or occupancy of any of the Properties,
and  (iii)  apply  all  funds  on  deposit in the  Cash  Management  Account  in
accordance with Sections 3.4(c) or 3.4(d) hereof, as applicable.  Upon a Trigger
Event  and during a Trigger Period, Borrower will not in any way alter or modify
the  Cash Management Account.  Prior to a Trigger Event, the Borrower shall have
the right to withdraw funds from the Cash Management Account in its discretion.
          
          (c)   On  each  Payment  Date during a Trigger Period  (other  than  a
Trigger  Period caused by the occurrence of an Event of Default), all  funds  on
deposit  in  the  Cash Management Account shall be transferred  to  an  account,
established  and maintained by Lender at a financial institution  designated  by
Lender  in  its  sole discretion, and applied by Lender to the  payment  of  the
following items in the order indicated:
               
               (i)  First,   payments  to  the  Ground  Lease  Escrow  Fund   in
                    accordance with the terms and conditions of Section 3.1(e);
               
               (ii) Second,  payments to the Tax and Insurance  Escrow  Fund  in
                    accordance  with  the terms and conditions  of  Section  5.4
                    hereof;
               
               (iii)      Third,  payment  of the Monthly Debt  Service  Payment
                    Amount, applied first to the payment of interest computed at
                    the Contract Interest Rate with the remainder applied to the
                    reduction of the outstanding principal balance of the Loan;
               
               (iv) Fourth,  payments  to the Rollover Escrow Fund,  Replacement
                    Escrow Fund, and the Debt Service Escrow Fund, in accordance
                    with the terms and conditions hereof;
               
               (v)  Fifth,  payment to the Lender of any other amounts then  due
                    and  payable  under the Loan Documents (other  than  Accrued
                    Interest);
               
               (vi) Sixth,  on or after the Anticipated Repayment Date, payments
                    for  monthly Cash Expenses incurred in accordance  with  the
                    related Approved Annual Budget pursuant to a written request
                    for  payment submitted by Borrower to Lender specifying  the
                    individual Cash Expenses in a form acceptable to Lender;
               
               (vii)      Seventh,  on or after the Anticipated Repayment  Date,
                    payments  for Extraordinary Expenses approved by Lender,  if
                    any;
               
               (viii)     Eighth,  on  or after the Anticipated Repayment  Date,
                    payments to Lender in reduction of the outstanding principal
                    balance of the Loan;
               
               (ix) Ninth,  on or after the Anticipated Repayment Date, payments
                    to Lender for Accrued Interest; and
               
               (x)  Lastly, payment of any excess amounts to Borrower.
          
          (d)   All  funds  on deposit in the Cash Management Account  during  a
Trigger  Period caused by an Event of Default may be applied by  Lender  to  the
Debt  and  the Property operating expenses in such order and priority as  Lender
shall determine.
          
          (e)   The  insufficiency of funds on deposit in  the  Cash  Management
Account  shall not absolve Borrower of the obligation to make any  payments,  as
and  when due pursuant to this Agreement and the other Loan Documents, and  such
obligations shall be separate and independent, and not conditioned on any  event
or circumstance whatsoever.
          
          Section  3.5   Payments Received Under the Cash Management  Agreement.
Notwithstanding  anything to the contrary contained in  this  Agreement  or  the
other  Loan  Documents, and provided no Event of Default  has  occurred  and  is
continuing, Borrower's obligations during a Trigger Period with respect  to  the
monthly  payment  of  principal and interest and amounts due  for  the  Tax  and
Insurance  Escrow Fund, Required Repair Fund, Replacement Escrow Fund,  Rollover
Escrow  Fund,  and  any  other  payment reserves established  pursuant  to  this
Agreement or any other Loan Document shall be deemed satisfied (a) if a  Trigger
Event has occurred and Lender has sole dominion and control of the funds in  the
Cash  Management Account and (b) sufficient amounts are deposited  in  the  Cash
Management Account to satisfy such obligations on the dates each such payment is
required,  regardless of whether any of such amounts are so applied  by  Lender.
Lender  hereby  covenants to apply the Funds in accordance with  the  terms  and
provisions of the Loan Documents.
                                        
                                        
                                    ARTICLE 4
                                        
                              CONDITIONS PRECEDENT
          
          Section 4.1  Closing Conditions.  The obligation of Lender to make the
Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender  of
the following conditions precedent no later than the Closing Date:
          
          (a)   Representations and Warranties; Compliance with Conditions.  The
representations and warranties of Borrower contained in this Agreement  and  the
other  Loan Documents shall be true and correct in all material respects on  and
as  of  the Closing Date with the same effect as if made on and as of such date,
and  no  Potential  Default or an Event of Default shall have  occurred  and  be
continuing;  and Borrower shall be in compliance in all material  respects  with
all  terms  and  conditions set forth in this Agreement and in each  other  Loan
Document on its part to be observed or performed.
          
          (b)   Loan Agreement and Note.  Lender shall have received an original
of  this  Agreement, the Note and the Guaranty, in each case, duly executed  and
delivered on behalf of Borrower and Guarantor, as applicable.
          
          (c)  Delivery of Loan Documents; Title Insurance; Reports; Leases.
               
               (i)   Mortgage,  Assignment of Leases, Assignment of  Agreements.
Lender  shall  have  received  from  Borrower fully  executed  and  acknowledged
counterparts  of the Mortgages and the Assignments of Leases and Rents  relating
to  each  of the Properties and evidence that counterparts of the Mortgages  and
Assignments  of  Leases and Rents have been delivered to the title  company  for
recording,  in  the  reasonable judgment of Lender, so as to effectively  create
upon  such  recording valid and enforceable Liens upon such Properties,  of  the
requisite priority, in favor of Lender (or such other trustee as may be required
or desired under local law), subject only to the Permitted Encumbrances and such
other Liens as are permitted pursuant to the Loan Documents.  Lender shall  have
also  received  from  Borrower fully executed counterparts  of  the  other  Loan
Documents.
               
               (ii) Title Insurance.  Lender shall have received title insurance
policies  issued  by a title company acceptable to Lender and dated  as  of  the
Closing  Date,  with  reinsurance  and direct access  agreements  acceptable  to
Lender.   Such  title insurance policies shall (A) provide coverage  in  amounts
satisfactory to Lender, (B) insure Lender that the relevant Mortgage  creates  a
valid  lien  on  the  Individual Property encumbered thereby  of  the  requisite
priority,  free  and clear of all exceptions from coverage other than  Permitted
Encumbrances  and standard exceptions and exclusions from coverage (as  modified
by the terms of any endorsements), (C) contain such endorsements and affirmative
coverages as are available in the states in which the Properties are located and
as Lender may reasonably request, and (D) name Lender as the insured.  The title
insurance  policies  shall  be  assignable.  Lender  also  shall  have  received
evidence that all premiums in respect of such title insurance policies have been
paid.
               
               (iii)      Survey.   Lender shall have received a  current  title
survey  for each Individual Property, certified to the title company and  Lender
and their successors and assigns, in form and content satisfactory to Lender and
prepared  by a professional and properly licensed land surveyor satisfactory  to
Lender in accordance the 1992 Minimum Standard Detail Requirements for ALTA/ACSM
Land  Title  Surveys.  The survey should meet the classification  of  an  "Urban
Survey"  and  the  following additional items from the list of "Optional  Survey
Responsibilities and Specifications" (Table A) should be added to  each  survey:
2,  3,  4, 6, 7, 8, 9, 10, 11 and 13.  Such survey shall reflect the same  legal
description  contained  in  the  title  insurance  policies  relating  to   such
Individual  Property referred to in clause (ii) above and shall  include,  among
other  things,  a  metes and bounds description of the real property  comprising
part  of  such  Individual Property compatible with the Survey.  The  surveyor's
seal  shall  be  affixed  to  each  survey and  the  surveyor  shall  provide  a
certification for each survey in form and substance acceptable to Lender.
               
               (iv) Insurance.  Lender shall have received valid certificates of
insurance  for  the  policies of insurance required hereunder,  satisfactory  to
Lender  in  its  sole discretion, and evidence of the payment  of  all  premiums
payable for the existing policy period.
               
               (v)   Environmental  Reports.   Lender  shall  have  received  an
environmental  report  in  respect of each Individual  Property,  in  each  case
satisfactory to Lender.
               
               (vi)  Zoning.   With respect to each Individual Property,  Lender
shall  have  received,  at  Lender's  option,  (i)  letters  or  other  evidence
satisfactory  to  Lender  with  respect to each  Individual  Property  from  the
appropriate  municipal  authorities  (or other  Persons)  concerning  applicable
zoning  and  building  laws,  or (ii) an ALTA 3.1  zoning  endorsement  for  the
applicable title insurance policy (if available).
               
               (vii)      Encumbrances.  Borrower shall have taken or caused  to
be  taken such actions in such a manner so that Lender has a valid and perfected
Lien  of  the  requisite priority as of the Closing Date  with  respect  to  the
Mortgage  in  each  Individual Property, subject only  to  applicable  Permitted
Encumbrances  and  such  other  Liens as are  permitted  pursuant  to  the  Loan
Documents, and Lender shall have received satisfactory evidence thereof.
          
          (d)   Related  Documents.  Each additional document  not  specifically
referenced  herein, but relating to the transactions contemplated herein,  shall
have  been  duly authorized, executed and delivered by all parties  thereto  and
Lender shall have received and approved certified copies thereof.
          
          (e)   Delivery of Organizational Documents.  On or before the  Closing
Date,  Borrower  shall  deliver or cause to be delivered to  Lender  (i)  copies
certified  by Borrower of all organizational documentation related  to  Borrower
and/or  the  formation, structure, existence, good standing and/or qualification
to do business, as Lender may request in its sole discretion, including, without
limitation,  good standing certificates, qualifications to do  business  in  the
appropriate jurisdictions, resolutions authorizing the entering into of the Loan
and incumbency certificates as may be requested by Lender.
          
          (f)   Opinions  of  Borrower's Counsel.  Lender  shall  have  received
opinions  of Borrower's counsel (i) with respect to non-consolidation  and  (ii)
with  respect to due execution, authority, enforceability of the Loan  Documents
and  such other matters as Lender may require, all such opinions in form,  scope
and  substance  satisfactory  to  Lender and  Lender's  counsel  in  their  sole
discretion.
          
          (g)   Completion of Proceedings.  All corporate and other  proceedings
taken  or to be taken in connection with the transactions contemplated  by  this
Agreement and other Loan Documents and all documents incidental thereto shall be
satisfactory in form and substance to Lender, and Lender shall have received all
such  counterpart originals or certified copies of such documents as Lender  may
reasonably request.
          
          (h)   Payments.  All payments, deposits or escrows required to be made
or  established  by Borrower under this Agreement, the Note and the  other  Loan
Documents on or before the Closing Date shall have been paid.
          
          (i)   Tenant Estoppels.  Lender shall have received an executed tenant
estoppel  letter, which shall be in form and substance satisfactory  to  Lender,
from  all  Anchor Tenants and seventy percent (70%) of all other  lessees  under
Leases  listed  on  the  rent  rolls attached as Schedule  V  hereto;  provided,
however,  Borrower  shall  use  reasonable efforts  to  obtain  executed  tenant
estoppels in form and substance reasonably satisfactory to lender within  thirty
(30)  days  after  the Closing Date from all such lessees that did  not  deliver
tenant estoppel letters prior to the Closing Date.
          
          (j)  Intentionally Omitted.
          
          (k)   Basic  Carrying  Costs.   Borrower shall  have  paid  all  Basic
Carrying Costs relating to each Individual Property that are in arrears.
          
          (l)  Transaction Costs.  Borrower shall have paid or reimbursed Lender
for  all  title  insurance premiums and recording and filing  fees  incurred  in
connection with the origination of the Loan.
          
          (m)   Material  Adverse  Change.  There shall have  been  no  material
adverse  change in the financial condition or business condition of Borrower  or
the  Properties since the date of the most recent financial statements delivered
to  Lender.   The  income and expenses of the Properties, the  occupancy  Leases
thereof,  and  all other features of the transaction shall be as represented  to
Lender  without  material adverse change.  Neither Borrower nor  the  SPC  Party
shall   be   the  subject  of  any  bankruptcy,  reorganization,  or  insolvency
proceeding.
          
          (n)   Leases and Rent Roll.  Lender shall have received copies of  all
Leases,  certified  copies of any Leases as requested by  Lender  and  certified
copies  of  all  Ground  Leases  affecting the Properties.   Lender  shall  have
received   a   current  certified  rent  roll  of  the  Properties,   reasonably
satisfactory in form and substance to Lender.
          
          (o)    Subordination  and  Attornment.   Lender  shall  have  received
appropriate instruments acceptable to Lender subordinating the Leases designated
by  Lender to the applicable Mortgage or evidence that such Lease is subordinate
by  its  terms.   Lender shall have received an agreement to  attorn  to  Lender
satisfactory to Lender from any tenant under a Lease that does not  provide  for
such attornment by its terms.
          
          (p)    Tax  Lot.   Lender  shall  have  received  evidence  that  each
Individual Property constitutes one or more separate tax lots without  such  tax
lots  containing any property other than the Individual Property, which evidence
shall be reasonably satisfactory in form and substance to Lender.
          
          (q)  Physical Conditions Reports.  Lender shall have received Physical
Conditions Reports with respect to each Individual Property, which reports shall
be reasonably satisfactory in form and substance to Lender.
          
          (r)   Management  Agreement.  Lender shall have received  a  certified
copy  of the Management Agreement with respect to each Individual Property which
shall be satisfactory in form and substance to Lender.
          
          (s)   Appraisal.   Lender shall have received  an  appraisal  of  each
Individual  Property,  which  shall  be  reasonably  satisfactory  in  form  and
substance to Lender.
          
          (t)  Financial Statements.  Lender shall have received a balance sheet
with  respect to each Individual Property for the two most recent calendar years
and  statements  of  income and statements of cash flows with  respect  to  each
Individual Property for the three most recent calendar years.
          
          (u)   Further  Documents.  Lender or its counsel shall  have  received
such  other and further approvals, opinions, documents and information as Lender
or its counsel may have reasonably requested.
                                        
                                        
                                    ARTICLE 5
                                        
                      INSURANCE, CONDEMNATION, AND IMPOUNDS
          
          Section 5.1  Insurance; Casualty and Condemnation.
          
          (a)   Borrower  shall obtain and maintain, or cause to be  maintained,
insurance  for Borrower and each of the Individual Properties (unless  otherwise
expressly stated herein) providing at least the following coverages:
               
               (i)  comprehensive all risk insurance on the Improvements and the
Personalty, in each case (A) in an amount equal to one hundred percent (100%) of
the  "Full  Replacement Cost," which for purposes of this Agreement  shall  mean
actual  replacement  value  (exclusive of  costs  of  excavations,  foundations,
underground  utilities  and footings) with a waiver  of  depreciation,  but  the
amount  shall in no event be less than the outstanding principal balance of  the
Loan;  (B)  containing  an  agreed  amount  endorsement  with  respect  to   the
Improvements  and Personalty waiving all co-insurance provisions; (C)  providing
for  no  deductible  in  excess  of Seventy-Five  Thousand  and  No/100  Dollars
($75,000.00)  for all such insurance coverage; and (D) containing an  "Ordinance
or  Law Coverage" or "Enforcement" endorsement if any of the Improvements or the
use of the Individual Property shall at any time constitute legal non-conforming
structures or uses.  In addition, Borrower shall obtain:  (y) if any portion  of
the  Improvements  is  currently or at any time  in  the  future  located  in  a
federally designated "special flood hazard area", flood hazard insurance  in  an
amount equal to the lesser of (1) the outstanding principal balance of the  Note
or  (2) the maximum amount of such insurance available under the National  Flood
Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National
Flood  Insurance  Reform  Act of 1994, as each may be amended  or  such  greater
amount  as Lender shall require; and (z) earthquake insurance in amounts and  in
form  and  substance satisfactory to Lender in the event the Individual Property
is  located in an area with a high degree of seismic activity, provided that the
insurance  pursuant to clauses (y) and (z) hereof shall be on  terms  consistent
with  the comprehensive all risk insurance policy required under this subsection
(i);
               
               (ii)  commercial general liability insurance against  claims  for
personal injury, bodily injury, death or property damage occurring upon,  in  or
about  the Individual Property, such insurance (A) to contain minimum per limits
per occurrence of One Million and No/100 Dollars ($1,000,000.00) and Two Million
and No/100 Dollars ($2,000,000.00) in the aggregate for any policy year; (B)  to
continue  at not less than the aforesaid limits until required to be changed  by
Lender  in  writing  by  reason  of  changed  economic  conditions  making  such
protection  inadequate;  and (C) to cover at least the following  hazards:   (1)
premises  and operations; (2) products and completed operations on an  "if  any"
basis;  (3) independent contractors; (4) blanket contractual liability  for  all
legal   contracts;  and  (5)  contractual  liability  covering  the  indemnities
contained in the Mortgages to the extent the same is available;
               
               (iii)      business  income insurance (A) with  loss  payable  to
Lender;  (B) covering all risks required to be covered by the insurance provided
for  in  subsection  (i) above; (C) containing an extended period  of  indemnity
endorsement which provides that after the physical loss to the Improvements  and
Personalty has been repaired, the continued loss of income will be insured until
such income either returns to the same level it was at prior to the loss, or the
expiration of twelve (12) months from the date that the Property is repaired  or
replaced  and  operations are resumed, whichever first occurs;  and  (D)  in  an
amount  equal to one hundred percent (100%) of the projected gross income  (less
any  non-continuing  expenses)  from  the Individual  Property  for  the  period
required  to  restore or repair such Individual Property.  The  amount  of  such
business  income insurance shall be determined prior to the date hereof  and  at
least  once each year thereafter based on Borrower's reasonable estimate of  the
gross income from the Property for the succeeding twenty-four (24) month period.
All  proceeds  payable to Lender pursuant to this subsection shall  be  held  by
Lender  and  shall be applied to the obligations secured by the  Loan  Documents
from  time  to  time  due and payable hereunder and under  the  Note;  provided,
however,  that nothing herein contained shall be deemed to relieve  Borrower  of
its  obligations  to pay the obligations secured by the Loan  Documents  on  the
respective  dates  of  payment  provided for in the  Note  and  the  other  Loan
Documents  except  to  the  extent such amounts are actually  paid  out  of  the
proceeds of such business income insurance;
               
               (iv)  at  all times during which structural construction, repairs
or  alterations are being made with respect to the Improvements, and only if the
Individual  Property  coverage  form  does  not  otherwise  apply,  (A)  owner's
contingent or protective liability insurance covering claims not covered  by  or
under  the  terms  or  provisions  of  the above  mentioned  commercial  general
liability insurance policy; and (B) the insurance provided for in subsection (i)
above  written in a so-called builder's risk completed value form (1) on a  non-
reporting  basis, (2) against all risks insured against pursuant  to  subsection
(i)  above, (3) including permission to occupy the Individual Property, and  (4)
with an agreed amount endorsement waiving co-insurance provisions;
               
               (v)   workers' compensation, subject to the statutory  limits  of
the  state in which the Individual Property is located, and employer's liability
insurance   with   a  limit  of  at  least  One  Million  and   No/100   Dollars
($1,000,000.00) per accident and per disease per employee, and One  Million  and
No/100  Dollars ($1,000,000.00) for disease aggregate in respect of any work  or
operations  on  or  about  the Individual Property, or in  connection  with  the
Individual Property or its operation (if applicable);
               
               (vi) comprehensive boiler and machinery insurance, if applicable,
in  amounts  as shall be reasonably required by Lender on terms consistent  with
the commercial property insurance policy required under subsection (i) above;
               
               (vii)     motor vehicle liability coverage for all owned and non-
owned  vehicles, including rented and leased vehicles, containing minimum limits
per occurrence of One Million and No/100 Dollars ($1,000,000.00);
               
               (viii)     umbrella  liability  insurance  (including  additional
coverage for (v) and (vii) above) in an amount not less than Ninety-Five Million
and  No/100 Dollars ($95,000,000.00) per occurrence on terms consistent with the
commercial  general  liability insurance policy required under  subsection  (ii)
above;
               
               (ix) Intentionally Omitted;
               
               (x)   insurance for the acts of officers, trustees and  directors
of  the  Borrower  in  an amount not less than Ten Million  and  No/100  Dollars
($10,000,000.00)  with a deductible not greater than Five Hundred  Thousand  and
no/100 Dollars ($500,000.00);
               
               (xi)  insurance  against  employee dishonesty,  in  an  aggregate
amount of Five Million and No/100 Dollars ($5,000,000.00) with a deductible  not
greater  than  Two Hundred and Fifty Thousand and No/100 Dollars  ($250,000.00);
and
               
               (xii)      upon  sixty  (60)  days' written  notice,  such  other
reasonable insurance and in such reasonable amounts as Lender from time to  time
may  reasonably request against such other insurable hazards which at  the  time
are  commonly  insured against for property similar to the  Individual  Property
located in or around the region in which the Individual Property is located.
          
          (b)   All  insurance provided for in Section 5.1(a) shall be  obtained
under  valid and enforceable policies (collectively, the "Policies"  or  in  the
singular,  the "Policy"), and shall be subject to the approval of Lender  as  to
insurance  companies,  amounts,  deductibles, loss  payees  and  insureds.   The
Policies  shall  be  issued  by  financially  sound  and  responsible  insurance
companies  authorized  to  do business in the state in  which  the  Property  is
located  and  having (i) a claims paying ability rating of  "AA"  or  better  by
Standard and Poor's and (ii) an insurance financial strength rating of "Aa2"  by
Moody's  Investors Service, Inc.; provided, however, if as of the  Closing  Date
any  insurance  does  not  satisfy such rating  required  by  Moody's  Investors
Service,  Inc.,  any subsequent insurance after the expiration  of  the  current
insurance  shall satisfy such requirements.  The Policies described  in  Section
5.1  shall designate Lender as a loss payee.  Not less than ten (10) days  prior
to  the  expiration  dates  of  the Policies theretofore  furnished  to  Lender,
certificates  of  insurance  evidencing the  Policies  accompanied  by  evidence
satisfactory to Lender of payment of the premiums due thereunder (the "Insurance
Premiums"), shall be delivered by Borrower to Lender.
          
          (c)   Any blanket insurance Policy shall specifically allocate to  the
Individual Property the amount of coverage from time to time required  hereunder
and  shall  otherwise  provide the same protection as would  a  separate  Policy
insuring  only  the  Individual Property in compliance with  the  provisions  of
Section  5.1(a), including an acknowledgment that the payment of such allocation
shall  continue  such  Policy as to the Individual Property notwithstanding  any
other payment of premiums.
          
          (d)  All Policies of insurance provided for or contemplated by Section
5.1(a),  except  for  the  Policy referenced in Section  5.1(a)(v),  shall  name
Borrower  as the insured and Lender as the additional insured, as its  interests
may  appear, and in the case of property damage, boiler and machinery, flood and
earthquake  insurance,  shall  contain  a  so-called  New  York  standard   non-
contributing  mortgagee  clause  in favor of  Lender  providing  that  the  loss
thereunder shall be payable to Lender.
          
          (e)   All  Policies of insurance provided for in Section 5.1(a)  shall
contain clauses or endorsements to the effect that:
               
               (i)   no  act  or  negligence of Borrower, or anyone  acting  for
Borrower,  or  of  any tenant or other occupant, or failure to comply  with  the
provisions  of any Policy, which might otherwise result in a forfeiture  of  the
insurance  or  any  part  thereof,  shall in any  way  affect  the  validity  or
enforceability of the insurance insofar as Lender is concerned;
               
               (ii)  the Policy shall not be materially changed (other  than  to
increase the coverage provided thereby) or canceled without at least thirty (30)
days'  written  notice  to  Lender  and any other  party  named  therein  as  an
additional insured;
               
               (iii)      each  Policy  shall provide that the  issuers  thereof
shall  give written notice to Lender if the Policy has not been renewed  fifteen
(15) days prior to its expiration; and
               
               (iv)  Lender  shall  not  be liable for  any  Insurance  Premiums
thereon or subject to any assessments thereunder.
          
          (f)   If at any time Lender is not in receipt of written evidence that
all  insurance required hereunder is in full force and effect, Lender shall have
the  right,  upon  notice  to  Borrower, to take such  action  as  Lender  deems
necessary to protect its interest in the Individual Property, including, without
limitation,  the  obtaining of such insurance coverage as  Lender  in  its  sole
discretion  deems appropriate and all premiums incurred by Lender in  connection
with  such action or in obtaining such insurance and keeping it in effect  shall
be paid by Borrower to Lender upon demand and until paid shall be secured by the
Mortgages and shall bear interest at the Default Rate.
          
          (g)   If  the  Individual Property shall be damaged or  destroyed,  in
whole or in part, by fire or other casualty (a "Casualty"), Borrower shall  give
prompt  notice  of  such  damage  to  Lender and  shall  promptly  commence  and
diligently  prosecute  the  completion of the  repair  and  restoration  of  the
Individual  Property  as  nearly as possible to  the  condition  the  Individual
Property  was  in  immediately prior to such fire or other casualty,  with  such
alterations  as  may  be  reasonably approved by Lender  (a  "Restoration")  and
otherwise in accordance with Section 5.1.  Borrower shall pay all costs of  such
Restoration whether or not such costs are covered by insurance.  Lender may, but
shall not be obligated to make proof of loss if not made promptly by Borrower.
          
          (h)   In the event of foreclosure of the Mortgage with respect to  the
Individual  Property, or other transfer of title to the Individual  Property  in
extinguishment in whole or in part of the Debt all right, title and interest  of
Borrower  in  and to the Policies that are not blanket Policies  then  in  force
concerning  the  Individual Property and all proceeds payable  thereunder  shall
thereupon  vest  in  the  purchaser  at such  foreclosure  or  Lender  or  other
transferee in the event of such other transfer of title.
          
          Section 5.2  Condemnation.  Borrower shall promptly give Lender notice
of  the  actual or threatened commencement of any condemnation or eminent domain
proceeding (a "Condemnation") affecting any portion of the Individual Properties
and  shall  deliver to Lender copies of any and all papers served in  connection
with  such  proceedings.   Lender may participate in any  such  proceedings  and
Borrower   shall   deliver  to  Lender  all  instruments  required   to   permit
participation  in such proceedings.  Borrower shall, at its expense,  diligently
prosecute any such proceedings, and shall consult with Lender, its attorneys and
experts,  and  cooperate with them in the carrying on or  defense  of  any  such
proceedings.   Lender is hereby irrevocably appointed as Borrower's attorney-in-
fact,  coupled  with an interest, with exclusive power to collect,  receive  and
retain any Award and to make any compromise or settlement in connection with any
such  Condemnation.   Borrower shall reimburse Lender for all  reasonable  third
party  costs  and  expenses that Lender actually incurs in connection  with  any
Condemnation,  including,  without limitation,  reasonable  attorneys'  fee  and
expenses.   Notwithstanding any taking by any public or  quasi-public  authority
through  eminent domain or otherwise (including but not limited to any  transfer
made  in  lieu  of or in anticipation of the exercise of such taking),  Borrower
shall  continue to pay the Debt at the time and in the manner provided  for  its
payment  in  the  Note and in this Agreement and the Debt shall not  be  reduced
until  any  award  or  payment therefor (an "Award") shall  have  been  actually
received  and applied by Lender, after the deduction of expenses of  collection,
to  the reduction or discharge of the Debt.  Lender shall not be limited to  the
interest paid on the Award by the condemning authority but shall be entitled  to
receive out of the award interest at the rate or rates provided herein or in the
Note.  If an Individual Property or any portion thereof is taken by a condemning
authority,  Borrower  shall  promptly  commence  and  diligently  prosecute  the
Restoration of the Property and otherwise comply with the provisions of  Section
5.3.  If an Individual Property is sold, through foreclosure or otherwise, prior
to  the receipt by Lender of the Award, Lender shall have the right, whether  or
not  a  deficiency  judgment on the Note shall have been  sought,  recovered  or
denied, to receive the Award, or a portion thereof sufficient to pay the Debt.
          
          Section  5.3   Restoration.  The following provisions shall  apply  in
connection with the Restoration of any Individual Property:
          
          (a)   If  the  Net Proceeds shall be less than One Million and  No/100
Dollars  ($1,000,000.00) and the costs of completing the  Restoration  shall  be
less  than One Million and No/100 Dollars ($1,000,000.00), the Net Proceeds will
be  disbursed  by  Lender to Borrower upon receipt, provided  that  all  of  the
conditions  set  forth  in Section 5.3(b)(i) are met and  Borrower  delivers  to
Lender  a  written  undertaking to expeditiously commence and to  satisfactorily
complete with due diligence the Restoration in accordance with the terms of this
Agreement.
          
          (b)   If the Net Proceeds are equal to or greater than One Million and
No/100  Dollars  ($1,000,000.00) or the costs of completing the  Restoration  is
equal  to or greater than One Million and No/100 Dollars ($1,000,000.00)  Lender
shall make the Net Proceeds available for the Restoration in accordance with the
provisions  of this Section 5.3.  The term "Net Proceeds" for purposes  of  this
Section  5.3 shall mean:  (i) the net amount of all insurance proceeds  received
by  Lender  pursuant to Section 5.1 (a)(i), (iv) and (vi) as a  result  of  such
damage  or  destruction, after deduction of its reasonable  costs  and  expenses
(including, but not limited to, reasonable counsel fees), if any, in  collecting
same  ("Insurance  Proceeds"),  or (ii) the  net  amount  of  the  Award,  after
deduction  of its reasonable costs and expenses (including, but not limited  to,
reasonable  counsel fees), if any, in collecting same ("Condemnation Proceeds"),
whichever the case may be.
               
               (i)   The  Net  Proceeds shall be made available to Borrower  for
          Restoration provided that each of the following conditions are met:
                    
                    (A)   no  Event  of  Default  shall  have  occurred  and  be
               continuing  and no Anchor Lease shall be canceled  or  terminated
               due  to such casualty or condemnation unless a replacement tenant
               or  tenants reasonably acceptable to Lender have executed a Lease
               or  Leases in form and substance reasonably acceptable to  Lender
               with respect to the space occupied by such terminated or canceled
               Anchor Tenant;
                    
                    (B)   (1)  in  the  event  the Net  Proceeds  are  Insurance
               Proceeds, less than twenty-five percent (25%) of the total  floor
               area  of  the  Improvements of the Individual Property  has  been
               damaged, destroyed or rendered unusable as a result of such  fire
               or  other  casualty  or  (2) in the event the  Net  Proceeds  are
               Condemnation Proceeds, less than ten percent (10%)  of  the  land
               constituting the Individual Property that is taken, and such land
               is  located  along the perimeter or periphery of  the  Individual
               Property, and no material portion of the Improvements is  located
               in such land;
                    
                    (C)   Leases  demising in the aggregate a percentage  amount
               equal  to  or greater than the Rentable Space Percentage  of  the
               total  rentable space in the Individual Property which  has  been
               demised under executed and delivered Leases in effect as  of  the
               date  of the occurrence of such fire or other casualty or taking,
               whichever the case may be, shall remain in full force and  effect
               during   and   after   the   completion   of   the   Restoration,
               notwithstanding the occurrence of any such fire or other casualty
               or  taking, whichever the case may be.  The term "Rentable  Space
               Percentage"  shall  mean (1) in the event the  Net  Proceeds  are
               Insurance  Proceeds, a percentage amount equal to eighty  percent
               (80%) (provided such percentage includes the continuance of  each
               of  the Anchor Leases for the applicable Individual Property)  of
               the  occupancy  that  existed at the time  of  such  casualty  or
               condemnation   and  (2)  in  the  event  the  Net  Proceeds   are
               Condemnation  Proceeds,  a  percentage  amount  equal  to  eighty
               percent  (80%) (provided such percentage includes the continuance
               of  each  of  the  Anchor  Leases for the  applicable  Individual
               Property)  of  the  occupancy that existed at the  time  of  such
               casualty or condemnation;
                    
                    (D)   Borrower shall commence the process of Restoration  as
               soon  as reasonably practicable (but in no event later than sixty
               (60)  days  after such damage or destruction or taking, whichever
               the case may be, occurs) and shall diligently pursue the same  to
               satisfactory completion;
                    
                    (E)   Lender shall be satisfied that any operating deficits,
               including all scheduled payments of principal and interest  under
               the  Note,  which will be incurred with respect to the Individual
               Property as a result of the occurrence of any such fire or  other
               casualty  or taking, whichever the case may be, will  be  covered
               out  of (1) the Net Proceeds, (2) the insurance coverage referred
               to  in  Section 5.1(a)(iii), if applicable, or (3) by other funds
               of Borrower;
                    
                    (F)  Lender shall be satisfied that the Restoration will  be
               completed on or before the earliest to occur of (1) expiration of
               the  business income insurance required to be maintained pursuant
               to Section 5.1(a)(iii) hereof, (2) the earliest date required for
               such  completion  under the terms of any Anchor Lease,  (3)  such
               time  as  may be required under applicable zoning law, ordinance,
               rule or regulation in order to repair and restore the Property to
               the  condition it was in immediately prior to such fire or  other
               casualty  or  to as nearly as possible the condition  it  was  in
               immediately  prior  to  such taking, as  applicable  or  (4)  the
               expiration  of  the  insurance coverage referred  to  in  Section
               5.1(a)(iii);
                    
                    (G)   the Individual Property and the use thereof after  the
               Restoration  will be in compliance with and permitted  under  all
               applicable zoning laws, ordinances, rules and regulations and all
               necessary  operating or reciprocal easement  agreements  for  the
               operation  and  maintenance of the Property are,  or  remain,  in
               effect;
                    
                    (H)  the Restoration shall be done and completed by Borrower
               in an expeditious and diligent fashion and in compliance with all
               applicable  governmental laws, rules and regulations  (including,
               without limitation, all applicable environmental laws); and
                    
                    (I)   such  fire or other casualty or taking, as applicable,
               does  not result in the material loss of access to the Individual
               Property or the related Improvements.
               
               (ii)  The  Net  Proceeds shall be held by Lender in an  interest-
          bearing account and, until disbursed in accordance with the provisions
          of  this Section 5.3(b), shall constitute additional security for  the
          Debt and other obligations under the Loan Documents.  The Net Proceeds
          shall be disbursed by Lender to, or as directed by, Borrower from time
          to time during the course of the Restoration, upon receipt of evidence
          satisfactory to Lender that (A) all materials installed and  work  and
          labor performed (except to the extent that they are to be paid for out
          of the requested disbursement) in connection with the Restoration have
          been  paid  for in full, and (B) there exist no notices  of  pendency,
          stop  orders, mechanic's or materialman's liens or any other liens  or
          encumbrances  of  any  nature whatsoever on  the  Individual  Property
          arising out of the Restoration which have not either been fully bonded
          to  the  satisfaction of Lender and discharged of  record  or  in  the
          alternative fully insured to the satisfaction of Lender by  the  title
          company issuing the title insurance policy.
               
               (iii)      All  plans and specifications required  in  connection
          with  the  Restoration shall be subject to prior review and acceptance
          in  all  respects by Lender and by an independent consulting  engineer
          selected  by  Lender  and  reasonably  acceptable  to  Borrower   (the
          "Casualty   Consultant");  provided,  however,  if  such   plans   and
          specifications are not approved or disapproved by Lender within thirty
          (30)  days  of receipt, such plans and specifications shall be  deemed
          approved  by  Lender.   Lender shall have the use  of  the  plans  and
          specifications  and  all permits, licenses and approvals  required  or
          obtained  in  connection with the Restoration.  The  identity  of  the
          contractors,   subcontractors   and   materialmen   engaged   in   the
          Restoration,  as  well  as the contracts under which  they  have  been
          engaged, shall be subject to prior review and acceptance by Lender and
          the Casualty Consultant.  All costs and expenses incurred by Lender in
          connection  with making the Net Proceeds available for the Restoration
          including,   without   limitation,   reasonable   counsel   fees   and
          disbursements  and the Casualty Consultant's fees, shall  be  paid  by
          Borrower.
               
               (iv)  In no event shall Lender be obligated to make disbursements
          of the Net Proceeds in excess of an amount equal to the costs actually
          incurred  from  time  to  time  for work  in  place  as  part  of  the
          Restoration,  as  certified  by  the Casualty  Consultant,  minus  the
          Casualty  Retainage.   The  term "Casualty Retainage"  shall  mean  an
          amount  equal  to  ten  percent (10%), or such  lesser  amount  as  is
          customary  commercial  practice  in the  location  of  the  Individual
          Property, of the costs actually incurred for work in place as part  of
          the  Restoration, as certified by the Casualty Consultant,  until  the
          Restoration  has been completed.  The Casualty Retainage shall  in  no
          event, and notwithstanding anything to the contrary set forth above in
          this  Section  5.1(b), be less than the amount actually held  back  by
          Borrower  from contractors, subcontractors and materialmen engaged  in
          the  Restoration.  The Casualty Retainage shall not be released  until
          the  Casualty Consultant certifies to Lender that the Restoration  has
          been  completed  in  accordance with the provisions  of  this  Section
          5.1(b)  and that all approvals necessary for the re-occupancy and  use
          of  the  Individual Property have been obtained from  all  appropriate
          governmental  and quasi-governmental authorities, and Lender  receives
          evidence satisfactory to Lender that the costs of the Restoration have
          been  paid  in  full  or  will be paid in full  out  of  the  Casualty
          Retainage; provided, however, that Lender will release the portion  of
          the  Casualty  Retainage being held with respect  to  any  contractor,
          subcontractor or materialman engaged in the Restoration as of the date
          upon  which  the  Casualty Consultant certifies  to  Lender  that  the
          contractor, subcontractor or materialman has satisfactorily  completed
          all  work  and  has  supplied all materials  in  accordance  with  the
          provisions  of  the  contractor's,  subcontractor's  or  materialman's
          contract,  the contractor, subcontractor or materialman  delivers  the
          lien  waivers and evidence of payment in full of all sums due  to  the
          contractor,   subcontractor  or  materialman  as  may  be   reasonably
          requested  by  Lender  or  by  the title  company  issuing  the  title
          insurance  policy,  and Lender receives an endorsement  to  the  title
          insurance  policy insuring the continued priority of the lien  of  the
          related  Mortgage and evidence of payment of any premium  payable  for
          such  endorsement.   If required by Lender, the release  of  any  such
          portion  of  the Casualty Retainage shall be approved  by  the  surety
          company,  if any, which has issued a payment or performance bond  with
          respect to the contractor, subcontractor or materialman.
               
               (v)   Lender shall not be obligated to make disbursements of  the
          Net Proceeds more frequently than once every calendar month.
               
               (vi)  If  at any time the Net Proceeds or the undisbursed balance
          thereof shall not, in the reasonable opinion of Lender in consultation
          with the Casualty Consultant, be sufficient to pay in full the balance
          of  the  costs  which are estimated by the Casualty Consultant  to  be
          incurred  in  connection  with  the  completion  of  the  Restoration,
          Borrower  shall deposit the deficiency (the "Net Proceeds Deficiency")
          with  Lender before any further disbursement of the Net Proceeds shall
          be  made.  The Net Proceeds Deficiency deposited with Lender shall  be
          held  by Lender and shall be disbursed for costs actually incurred  in
          connection  with the Restoration on the same conditions applicable  to
          the  disbursement of the Net Proceeds, and until so disbursed pursuant
          to  this  Section 5.1(b) shall constitute additional security for  the
          Debt and other obligations under the Loan Documents.
               
               (vii)      The  excess,  if  any, of the  Net  Proceeds  and  the
          remaining  balance,  if any, of the Net Proceeds Deficiency  deposited
          with Lender after the Casualty Consultant certifies to Lender that the
          Restoration  has been completed in accordance with the  provisions  of
          this   Section  5.1(b),  and  the  receipt  by  Lender   of   evidence
          satisfactory to Lender that all costs incurred in connection with  the
          Restoration  have been paid in full, shall be remitted  by  Lender  to
          Borrower,  provided no Event of Default shall have occurred and  shall
          be  continuing under the Note, this Loan Agreement or any of the Other
          Loan Documents.
          
          (c)   All  Net Proceeds not required (i) to be made available for  the
Restoration  or (ii) to be returned to Borrower as excess Net Proceeds  pursuant
to Section 5.3.(b)(vii) may be retained and applied by Lender toward the payment
of  the  Debt  whether or not then due and payable in such order,  priority  and
proportions  as  Lender in its sole discretion shall deem  proper,  or,  at  the
discretion  of  Lender, the same may be paid, either in whole  or  in  part,  to
Borrower  for  such  purposes  as  Lender shall designate,  in  its  discretion.
Subject  to  Section 2.12(a) hereof, any such application to the Debt  shall  be
without  any prepayment consideration. Borrower shall reimburse Lender  for  all
reasonable  third  party  costs  and expenses that  Lender  actually  incurs  in
connection   with  any  Casualty,  including,  without  limitation,   reasonable
attorneys' fee and expenses.
          
          (d)  In the event of a Casualty or Condemnation after the Release Date
of  fifty  percent (50%) or greater of the gross leaseable area of an Individual
Property  and  provided  that  no Event of Default  exists,  Borrower  shall  be
permitted,  prior  to  the  commencement  of  material  reconstruction  of   the
Improvements on such Individual Property, to remit to Lender, in addition to any
Net  Proceeds or Award, as applicable, received by Lender in connection  with  a
Casualty  or  Condemnation,  additional  proceeds  sufficient  to  defease,   in
accordance  with Section 2.12 hereof, a portion of the Loan in order  to  obtain
the  release  of  the  lien  of  the Mortgage with  respect  to  the  applicable
Individual Property pursuant to Section 2.13 hereof, provided that in the  event
a Securitization has occurred, the Lender has received written confirmation from
the  Rating  Agencies  that  such defeasance will not result  in  qualification,
downgrade  or  withdrawal  of any ratings in effect immediately  prior  to  such
appointment  for the Securities issued in connection with a Securitization  that
are then outstanding.
          
          Section  5.4   Impounds.  Borrower shall deposit with Lender  on  each
Payment Date (a) one-twelfth (1/12th) of the Taxes that Lender estimates will be
payable  during the next ensuing twelve (12) months in order to accumulate  with
Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to
their  respective due dates, and (b) if an Insurance Trigger Event has  occurred
and  is  continuing, one-twelfth of the Insurance Premiums that Lender estimates
will  be  payable  for  the renewal of the coverage afforded  by  the  insurance
policies  required by Lender upon the expiration thereof in order to  accumulate
with  Lender  sufficient  funds  to pay all such  Insurance  Premiums  at  least
thirty  (30)  days  prior  to expiration (said amounts  in  (a)  and  (b)  above
hereinafter  called  the "Tax and Insurance Escrow Fund").   At  or  before  the
advance  of  the Loan, Borrower shall deposit with Lender a sum of  money  which
together with the monthly installments will be sufficient to make the payment of
Taxes thirty (30) days prior to the date any delinquency or penalty becomes  due
with  respect to such payment.  Deposits shall be made on the basis of  Lender's
estimate  from  time to time of the charges for the current year  (after  giving
effect to any reassessment or, at Lender's election, on the basis of the charges
for  the  prior year, with adjustments when the charges are fixed for  the  then
current  year).   All  funds so deposited shall be held  in  Lender's  name  and
invested in Permitted Investment in accordance with the terms and conditions  of
the  Cash Management Agreement.  All earnings on the funds shall be added to and
become  part of the funds and shall be for the benefit of Borrower,  subject  to
Lender's rights pursuant to this Agreement.  Lender shall not be responsible for
any  losses  resulting  from the investment of the funds or  for  obtaining  any
specific  level  or percentage of earnings on such investment.  Borrower  hereby
grants  to Lender a security interest in all funds so deposited with Lender  for
the  purpose of securing the Loan.  While an Event of Default exists, the  funds
deposited  may  be applied in payment of the charges for which such  funds  have
been deposited, or to the payment of the Loan or any other charges affecting the
security of Lender, as Lender may elect, but no such application shall be deemed
to  have  been  made  by operation of law or otherwise until  actually  made  by
Lender.  Borrower shall furnish Lender with bills for the charges for which such
deposits  are required at least thirty (30) days prior to the date on which  the
charges first become payable.  If at any time the amount on deposit with Lender,
together  with  amounts  to be deposited by Borrower  before  such  charges  are
payable,  is  insufficient  to  pay such charges,  Borrower  shall  deposit  any
deficiency  with Lender immediately upon demand.  Lender shall pay such  charges
when  the  amount on deposit with Lender is sufficient to pay such  charges  and
Lender has received a bill for such charges.
                                        
                                        
                                    ARTICLE 6
                                        
                              ENVIRONMENTAL MATTERS
          
          Section 6.1  Certain Definitions.  As used herein, the following terms
have the meanings indicated:
          
          (a)   "Environmental Laws" Any applicable federal, State of  Maryland,
State  of  New  Jersey, Commonwealth of Pennsylvania, Commonwealth of  Virginia,
State of West Virginia, local or other domestic governmental authority, statute,
ordinance, code, order, decree, law, rule or regulation applicable to any of the
Properties  and  pertaining to or imposing liability  or  standards  of  conduct
concerning   environmental  regulation,  contamination  or  clean-up  including,
without  limitation, the Comprehensive Environmental Response  Compensation  and
Liability  Act,  as  amended, the Resource Conservation  and  Recovery  Act,  as
amended,  the  Emergency Planning and Community Right-to-Know Act  of  1986,  as
amended, the Hazardous Materials Transportation Act, as amended, the Solid Waste
Disposal Act, as amended, the Clean Water Act, as amended, the Clean Air Act, as
amended,  the Toxic Substances Control Act, as amended, the Safe Drinking  Water
Act,  as  amended, the Occupational Safety and Health Act, as amended,  the  New
Jersey  Industrial Site Recovery Act, as amended ("ISRA"), the New Jersey  Spill
Compensation and Control Act, as amended, the New Jersey Underground Storage  of
Hazardous  Substances  Act, as amended, the New Jersey Water  Pollution  Control
Act,  as  amended, The Pennsylvania Land Recycling and Environmental Remediation
Standards  Act of 1995, any State of Maryland, State of New Jersey, Commonwealth
of  Pennsylvania, Commonwealth of Virginia or State of West Virginia super  lien
and environmental clean-up statute and all regulations adopted in respect of the
foregoing  laws  whether  presently  in  force  or  coming  into  being   and/or
effectiveness hereafter.
          
          (b)   "Hazardous Materials" means (i) petroleum or chemical  products,
whether  in  liquid,  solid,  or gaseous form, or  any  fraction  or  by-product
thereof,  (ii)  asbestos  or  asbestos-containing  materials,  (iii)  tremolite,
anthlophylite, actinolite or polychlorinated biphenyls, (iv) radon gas, (v)  any
explosive   or   radioactive  substances,  (vi)  lead   or   lead-based   paint,
(vii) formaldehyde insulation, or (viii) any other substance, material, waste or
mixture  which  is or shall be listed, defined, or otherwise determined  by  any
federal,  State of Maryland, State of New Jersey, Commonwealth of  Pennsylvania,
Commonwealth of Virginia or State of West Virginia governmental authority to  be
hazardous, toxic or otherwise regulated, controlled or giving rise to  liability
under any Environmental Laws.
          
          Section  6.2  Representations and Warranties on Environmental Matters.
To Borrower's knowledge, except as set forth in the Site Assessment delivered in
connection with the origination of the Loan, (a) no Hazardous Material is now or
was   formerly  used,  stored,  generated,  manufactured,  installed,   treated,
discharged, disposed of or otherwise present at or about any Individual Property
or  any  property adjacent to any Individual Property (except for  cleaning  and
other products currently used by Borrower, Manager or any tenants thereunder  in
connection  with the routine maintenance or repair of an Individual Property  or
sold  or  used  in the ordinary course of business each in full compliance  with
Environmental  Laws) and no Hazardous Material was removed or  transported  from
any  Individual Property other than as disclosed to Lender in writing,  (b)  all
permits,  licenses,  approvals and filings required by Environmental  Laws  have
been  obtained, and the use, operation and condition of any Individual  Property
does  not, and did not previously, violate any Environmental Laws, (c) no civil,
criminal  or  administrative  action, suit,  claim,  hearing,  investigation  or
proceeding has been brought or been threatened which are still pending, nor have
any  material  settlements  been reached by or with any  parties  or  any  Liens
imposed   in  connection  with  any  Individual  Property  concerning  Hazardous
Materials or noncompliance with Environmental Laws nor have any written  notices
concerning  violations of Environmental Laws been received from  any  Person  in
connection  with  any  assets  or  activities  of  Borrower  including,  without
limitation, in any manner relating to the Properties, (d) no underground storage
tanks  exist  on any part of any Individual Property other than as disclosed  in
the  Site Assessment, (e) no Hazardous Materials are present in, on or under any
nearby  real property which could migrate to or otherwise affect any  Individual
Property,  (f) no Individual Property is located within a "freshwater  wetlands"
or  a "transition area," each as defined by N.J.S.A. 13:9B-3, and is subject  to
the  terms  of  the New Jersey Freshwater Wetlands Protection Act,  as  amended,
N.J.S.A.  13:9B-1 et seq., or the rules and regulations promulgated  thereunder,
and (g) no Lien has been attached to any revenues, to an Individual Property  or
to  any  other  real or personal property owned by Borrower as a result  of  the
Chief Executive of the New Jersey Spill Compensation Fund expending monies  from
said fund to pay for direct or indirect "Cleanup and Removal Costs" as such term
is  defined  in  N.J.S.A.  58:11-23.11b(d) (hereinafter,  "Cleanup  and  Removal
Costs"),  arising  from an intentional or unintentional action  or  omission  of
Borrower or any previous owner and/or operator of said real property, including,
but  not  limited  to,  an  Individual Property,  resulting  in  the  releasing,
spilling,  leaking, pumping, pouring, emitting, emptying or dumping of Hazardous
Materials either: (1) into the waters of the State of New Jersey; (2)  onto  the
lands of the State of New Jersey; or (3) into waters outside the jurisdiction of
the  State  of  New  Jersey when damage may result in the lands,  waters,  fish,
shellfish, wildlife, biota, air and other natural resources owned, managed, held
in  trust or otherwise controlled by, and within the jurisdiction of, the  State
of New Jersey.
          
          Section 6.3  Covenants on Environmental Matters.
          
          (a)    Borrower  shall  (i)  comply  in  all  material  respects  with
applicable  Environmental Laws; (ii) notify Lender immediately  upon  Borrower's
discovery of any spill, discharge, release or presence of any Hazardous Material
at,  upon,  under, within, contiguous to or otherwise affecting  any  Individual
Property;  (iii)  promptly remove and/or remediate such Hazardous  Materials  as
required  by  and in full compliance with Environmental Laws; and (iv)  promptly
forward to Lender copies of all orders, notices, permits, applications or  other
communications  and reports received by Borrower in connection with  any  spill,
discharge,  release  or  the presence of any Hazardous  Material  or  any  other
matters  relating to the Environmental Laws or any similar laws or  regulations,
as they may affect any Individual Property or Borrower.
          
          (b)   Borrower shall not cause, shall prohibit any other Person within
the  control  of  Borrower  from causing, and shall  use  prudent,  commercially
reasonable   efforts  to  prohibit  other  Persons  (including   tenants)   from
(i)  causing  any spill, discharge or release, or the use, storage,  generation,
manufacture,  installation, or disposal, of any Hazardous  Materials  at,  upon,
under,  within  or  about any Individual Property or the transportation  of  any
Hazardous Materials to or from any Individual Property (except for cleaning  and
other  products  used in connection with routine maintenance or  repair  of  any
Individual Property or sold or used in the ordinary course of business  in  full
compliance  with  Environmental Laws), (ii) installing any  underground  storage
tanks at any Individual Property, provided that Borrower shall be permitted with
the  consent of Lender, which shall not be unreasonably withheld or delayed,  to
replace  underground storage tanks with new underground storage  tanks  if  such
replacement   is   performed  in  accordance  with   all   Environmental   Laws,
(iii)  conducting  any  activity that requires a permit or  other  authorization
under Environmental Laws prior to obtaining the same, or (iv) conducting on  the
Individual  Property  known  as  the  Phillipsburg  Mall,  any  activity   which
constitutes  an  Industrial Establishment (as such  term  is  defined  in  ISRA)
without the prior written consent of Lender, excluding current tenants,  to  the
extent  such current tenants may be carrying on activities subject to ISRA,  and
in  the  event  that the provisions of ISRA become applicable to the  Individual
Property  known as the Phillipsburg Mall subsequent to the date hereof, Borrower
shall  give  prompt  written notice thereof to Lender and shall  take  immediate
requisite action to insure full compliance therewith.  Borrower shall deliver to
Lender copies of all correspondence, notices and submissions that it sends to or
receives  from  the  New  Jersey  Department  of  Environmental  Protection   in
connection  with such ISRA compliance and Borrower's obligation to  comply  with
ISRA  shall, notwithstanding its general applicability, also specifically  apply
to  sale,  transfer,  closure or termination of operations associated  with  any
foreclosure action, including, without limitation, a foreclosure action  brought
with respect to the Mortgage.
          
          (c)   Borrower shall provide to Lender, at Borrower's expense promptly
upon  the written request of Lender from time to time, a Site Assessment or,  if
required  by  Lender, an update to any existing Site Assessment, to  assess  the
presence  or  absence  of  any Hazardous Materials and the  potential  costs  in
connection  with abatement, cleanup or removal of any Hazardous Materials  found
on,  under,  at or within any Individual Property to the extent such  abatement,
clean-up or removal is required by applicable Environmental Law.  Borrower shall
pay  the  cost of no more than one such Site Assessment or update in any  twelve
(12)-month period, unless Lender's request for an additional Site Assessment  or
updated  assessment  is based on information provided under  Section  6.3(a),  a
reasonable suspicion of Hazardous Materials at or near any Individual  Property,
a  breach of representations under Section 6.2, or an Event of Default, in which
case any such Site Assessment or update shall be at Borrower's expense.
          
          (d)   If  Borrower  is  presently an owner or  operator  of  a  "Major
Facility"  in the State of New Jersey (as defined under the Spill  Act),  or  if
Borrower ever becomes such an owner or operator, then Borrower shall furnish  to
the  Department of Environmental Protection of the State of New Jersey ("NJDEP")
all of the information required by N.J.S.A. 58:10-23.11d and so long as Borrower
shall  own or operate any real property located in the State of New Jersey  that
is used as a "Major Facility", Borrower shall duly file with the Director of the
Division  of Taxation in the New Jersey Department of Treasury, a tax report  or
return  or  shall  pay or make provision for the payment when  due  of  any  tax
pursuant  to  N.J.S.A.  58:10-23.11h.  Borrower agrees  that,  if  requested  by
Lender,  Borrower  shall  include in all Leases language  acceptable  to  Lender
requiring  the  tenants  thereunder  to  comply  with  the  provisions  of  this
Section 6.3.
          
          (e)  If there shall be filed a Lien against an Individual Property  by
the  NJDEP,  or other Governmental Authority, (i) pursuant to and in  accordance
with  the provisions of the Spill Compensation and Control Act (N.J.S.A.  58:10-
23.11) (the "Spill Act"), as the result of the Chief Executive of the New Jersey
Spill Compensation Fund having expended monies from said fund to pay for damages
and/or  Cleanup  and Removal Costs arising from an intentional or  unintentional
action  or omission of Borrower, resulting in the releasing, spilling,  pumping,
pouring, emitting, emptying or dumping of Hazardous Materials into waters of the
State  of  New Jersey or onto lands from which it might flow or drain into  said
waters,  or (ii) pursuant to and in accordance with the provisions of  ISRA,  or
(iii)  pursuant  to and in accordance with any other of the Environmental  Laws,
then  Borrower shall, within thirty (30) days after the date that  Borrower  has
given  notice  that the Lien has been placed against an Individual  Property  or
within  such  shorter  period of time if the State of New Jersey  has  commenced
steps  to  cause an Individual Property to be sold pursuant to the Lien,  either
(A)  pay  the  claim and remove the Lien from the Individual  Property;  or  (B)
furnish (1) a bond satisfactory to Lender and its title issuer in the amount  of
the  claim out of which the Lien arises, (2) a cash deposit in the amount of the
claim   out  of  which  the  Lien  arises,  or  (3)  other  security  reasonably
satisfactory to Lender in an amount sufficient to discharge the Lien.
          
          Section  6.4  Allocation of Risks and Indemnity.  As between Borrower,
Lender  and  Indemnitor,  all risk of loss associated with  non-compliance  with
Environmental  Laws, or with the presence of any Hazardous  Material  at,  upon,
within, contiguous to or otherwise affecting any Individual Property, shall  lie
solely  with  Borrower  and  Indemnitor except  as  otherwise  provided  herein.
Accordingly,  Borrower and Indemnitor shall bear all risks and costs  associated
with any loss (including any loss in value attributable to Hazardous Materials),
damage  or  liability  therefrom, including all costs of  removal  of  Hazardous
Materials  or  other remediation required by Environmental Law.  Borrower  shall
indemnify,  defend  and hold Lender and its shareholders,  directors,  officers,
employees  and agents harmless from and against all loss, liabilities,  damages,
claims, costs and expenses (including reasonable costs of defense and consultant
fees,  investigation  and  laboratory fees, court costs,  and  other  litigation
expenses)  arising out of or associated, in any way, with (a) the non-compliance
with  applicable Environmental Laws, or (b) the existence of Hazardous Materials
in,  on,  or  about any Individual Property, (c) any personal injury  (including
wrongful death) or property damage (real or personal) arising out of or  related
to  Hazardous Materials in, on or about any Individual Property; (d) any lawsuit
brought  or  threatened,  settlement reached, or government  order  relating  to
Hazardous  Materials  in,  on  or about the Properties,  (e)  a  breach  of  any
representation, warranty or covenant contained in this Article 6, whether  based
in  contract, tort, implied or express warranty, strict liability,  criminal  or
civil  statute  or  common law, or (f) the imposition of any environmental  Lien
encumbering  any Individual Property; provided, however, Borrower shall  not  be
liable  under  such indemnification to the extent such loss, liability,  damage,
claim,  cost or expense results solely from Lender's gross negligence or willful
misconduct.  Borrower's obligations under this Section 6.4 shall arise upon  the
discovery  of  the  presence  of any Hazardous Materials,  whether  or  not  the
Environmental Protection Agency, any other federal agency authorized to  enforce
Environmental  Laws or any governmental authority has taken  or  threatened  any
action in connection with the presence of any Hazardous Material, and whether or
not  the  existence  of  any such Hazardous Material or potential  liability  on
account   thereof  is  disclosed  in  a  Site  Assessment  and  shall   continue
notwithstanding the repayment of the Loan or any transfer or sale of any  right,
title  and interest in any Individual Property (by foreclosure, deed in lieu  of
foreclosure  or otherwise) except as otherwise provided herein.  Notwithstanding
the  foregoing, the Borrower shall have no obligation to indemnify  Lender,  and
the indemnification provisions set forth in this Section 6.4 shall not apply  to
any  release  or  presence of Hazardous Materials which Borrower  can  establish
either  (i)  occurred  solely  after  the  payment  of  the  Debt  in  full  and
satisfaction  of  all  of Borrower's obligations under  the  Loan  Document  and
transfer  of  the  Properties resulting from a foreclosure or deed  in  lieu  of
foreclosure  accepted by Lender and was not caused by Borrower or  an  Affiliate
thereof,  or  (ii) occurred solely from Lender's knowing and willful instruction
to  Borrower to take an action that Lender knew would cause an immediate release
of  Hazardous  Substances  or  which violated an applicable  Environmental  Law.
Borrower shall have the burden of proving the foregoing.  Additionally,  if  any
Hazardous Materials affect or threaten to affect the Properties, Lender may (but
shall  not be obligated to) give such notices and take such actions as it  deems
necessary  or  advisable at the expense of the Borrower in order  to  abate  the
discharge  of  any  Hazardous  Materials or remove the  Hazardous  Materials  if
Borrower  has  failed to promptly and diligently take such action  after  notice
from  Lender.  Any reasonable amounts actually incurred by and payable to Lender
by  reason  of the application of this Section 6.4 shall become immediately  due
and  payable upon receipt of written notice by Borrower and shall bear  interest
at  the  Default  Rate from the date such notice is received by  Borrower  until
paid.   The obligations and liabilities of Borrower under this Section 6.4 shall
survive  any  termination, satisfaction, assignment,  entry  of  a  judgment  of
foreclosure  or  delivery of a deed in lieu of foreclosure except  as  otherwise
provided herein.
          
          Section  6.5   No  Waiver.   Notwithstanding  any  provision  in  this
Article  4 or elsewhere in the Loan Documents, or any rights or remedies granted
by  the  Loan Documents, Lender does not waive and expressly reserves all rights
and  benefits now or hereafter accruing to Lender under the "security  interest"
or "secured creditor" exception under applicable Environmental Laws, as the same
may  be amended.  No action taken by Lender pursuant to the Loan Documents shall
be  deemed  or construed to be a waiver or relinquishment of any such rights  or
benefits under the "security interest exception."
                                        
                                        
                                    ARTICLE 7
                                        
                                 LEASING MATTERS
          
          Section  7.1   Representations  and Warranties  on  Leases.   Borrower
represents and warrants to Lender with respect to the Leases for each Individual
Property  that,  to  the  best of Borrower's knowledge, after  due  inquiry  and
investigation:   (a)  the rent roll delivered to Lender is  true,  complete  and
correct,  and  the Leases are valid and in and full force and  effect;  (b)  the
Leases  (including amendments) are in writing, and there are no oral  agreements
with  respect thereto; (c) the copies of the Leases delivered to Lender are true
and complete; (d) except as set forth in the estoppels delivered on or prior  to
the  Closing  Date  neither the landlord nor any tenant is in  material  default
under  any  of  the  Leases;  (e) Borrower has no knowledge  of  any  notice  of
termination or default with respect to any Lease; (f) Borrower has not  assigned
or  pledged pursuant to a presently effective assignment any of the Leases,  the
rents  or  any interests therein except to Lender; (g) other than in  connection
with the Option Agreements, no tenant or other party has an option or offer,  to
purchase  all or any portion of the Individual Property; (h) no tenant  has  the
right  to  terminate its Lease prior to expiration of the stated  term  of  such
Lease,  except as set forth in the Leases provided to Lender; (i) no tenant  has
prepaid  more  than one month's rent in advance (except for bona  fide  security
deposits  not  in  excess of an amount equal to two month's rent);  and  (j)  no
tenant  under any Lease has any right or option for additional space, except  as
set forth in the Leases provided to Lender.
          
          Section  7.2  Standard Lease Form; Approval Rights.  All Leases  shall
in all respects be approved by Lender; provided, however, if such Leases are not
approved  or  disapproved by Lender within thirty (30)  days  of  receipt,  such
Leases  shall be deemed approved by Lender.  Each Lease form shall provide  that
(a) the Lease is subordinate to the applicable Mortgage and (b) the tenant shall
attorn to Lender.  To the extent required by applicable law, Borrower shall hold
all tenant security deposits in a segregated account and shall not commingle any
such  funds  with  any other funds of Borrower.  Within thirty (30)  days  after
Lender's  request, Borrower shall furnish to Lender a statement  of  all  tenant
security deposits, and copies of all Leases not previously delivered to  Lender,
certified  by  Borrower  as  being true and correct.   Notwithstanding  anything
contained  in  the Loan Documents, Lender's approval shall not be  required  for
future  Leases  or Lease extensions if the following conditions  are  satisfied:
(i)  there  exists no Event of Default; (ii) the Lease is on the standard  Lease
form  approved  by  Lender with no modifications that  individually  or  in  the
aggregate materially impair landlord's or Lender's rights or materially increase
the  obligations of landlord or Lender; (iii) the Lease does not  conflict  with
any  restrictive covenant affecting the Individual Property or any  other  Lease
for  space  in the Individual Property; (iv) the Lease is not a Major  Lease  or
Anchor  Lease;  (v) the Lease provides for rental rates comparable  to  existing
local  market rates and shall be an arms-length transaction and does not contain
any  options  for renewal or expansion by the tenant thereunder at rental  rates
which  are  either below comparable market levels or less than the rental  rates
paid  by the tenant during the initial lease term; (vi) the Lease shall be to  a
tenant  which  is reasonably experienced and creditworthy; and (vii)  the  Lease
shall  comply  in  all  material respects with the other  requirements  of  this
section.   Borrower shall reimburse Lender for all third party reasonable  costs
and  expenses  that Lender actually incurs in connection with  the  approval  or
rejection  of any Major Leases or Anchor Leases, including, without  limitation,
reasonable attorneys' fees and expenses.
          
          Section  7.3   Covenants.  Borrower (a) shall perform in all  material
respects  the obligations which Borrower is required to perform under the  Lease
provided,  however,  Borrower  shall  not  be  required  to  comply   with   any
restrictions  contained in the Leases with respect to the use of the  Properties
if  (i)  such  restriction is contained in a Lease pursuant to  which  the  sole
remedy  of  the tenant thereunder is the non-payment, or reduction, of  rent  or
termination of the Lease, and the Lease is not an Anchor Lease, Major Lease or a
Lease with a tenant who, with its Affiliates, own, manage or operate one hundred
and  fifty  (150)  or  greater  stores within  the  continental  United  States;
(b)  shall  enforce  the material obligations to be performed  by  the  tenants;
(c)  shall  promptly  furnish to Lender any notice  of  default  or  termination
received  by Borrower under any Major Lease or Anchor Lease, and any  notice  of
default  or termination given by Borrower to any Major Tenant or Anchor  Tenant;
(d) shall not collect any rents for more than thirty (30) days in advance of the
time when the same shall become due, except for bona fide security deposits  not
in  excess of an amount equal to two months rent; (e) shall not enter  into  any
ground  lease  or  master lease of any part of the Properties  without  Lender's
prior written consent, which consent shall not be unreasonably withheld, delayed
or  conditioned; (f) shall not further assign or encumber any Lease;  (g)  shall
not,  except with Lender's prior written consent, cancel or accept surrender  or
termination  of any Major Lease or Anchor Lease except in accordance  with  such
Major  Lease or Anchor Lease, provided that Borrower gives Lender written notice
thirty  (30) days prior to such cancellation, surrender or termination; and  (h)
shall not, except with Lender's prior written consent, modify or amend any Major
Lease  or Anchor Lease and shall not modify or amend any other Lease other  than
in  the ordinary course of business, consistent with prudent property management
practices  and  not materially adversely affecting the economic  terms  of  such
Lease,  and  (i)  with  respect to retail property,  any  Lease  termination  or
cancellation fees shall be paid to Lender and held in the Rollover Escrow  Fund.
Any  action  in violation of clauses (e), (f), (g), and (h) of this Section  7.3
shall be void at the election of Lender.
          
          Section  7.4   Tenant Estoppels.  At Lender's request, Borrower  shall
use  best efforts to obtain and furnish to Lender, written estoppels in form and
substance reasonably satisfactory to Lender, executed by tenants under Leases in
the  Properties and confirming the term, rent, and other provisions and  matters
relating  to  the Leases.  Borrower shall reimburse Lender for all  third  party
reasonable costs and expenses that Lender actually incurs in connection with the
review  of  any  tenant  estoppels, including,  without  limitation,  reasonable
attorneys' fees and expenses.
                                        
                                        
                                    ARTICLE 8
                                        
                         REPRESENTATIONS AND WARRANTIES
          
          Borrower represents, warrants and covenants to Lender that:
          
          Section  8.1   Organization, Power and Authority.  Borrower  and  each
Borrower  Party  (a) is duly organized, validly existing and  in  good  standing
under  the laws of the state of its formation or existence, (b) is in compliance
with  all  legal  requirements applicable to doing business  in  each  state  or
commonwealth  in  which  an  Individual Property is located,  and  (c)  has  the
necessary  governmental approvals to own and operate the Properties and  conduct
the  business now conducted or to be conducted thereon.  Borrower has  the  full
power,  authority  and  right to execute, deliver and  perform  its  obligations
pursuant  to  this Loan Agreement and the other Loan Documents, and to  mortgage
the  Properties pursuant to the terms of the Mortgages and to keep  and  observe
all  of  the  terms  of  this Loan Agreement and the  other  Loan  Documents  on
Borrower's part to be performed.  Borrower is not a "foreign person" within  the
meaning  of   1445(f)(3) of the Code.  Financing Partnership  is  in  compliance
with all applicable legal requirements with respect to conversion from a general
partnership to a limited partnership.
          
          Section 8.2  Validity of Loan Documents.  The execution, delivery  and
performance by Borrower and each Borrower Party of the Loan Documents:  (a)  are
duly authorized and do not require the consent or approval of any other party or
governmental authority which has not been obtained; and (b) will not violate any
law  or  result  in the imposition of any lien, charge or encumbrance  upon  the
assets  of  any  such party, except as contemplated by the Loan Documents.   The
Loan  Documents constitute the legal, valid and binding obligations of  Borrower
and  each Borrower Party, enforceable in accordance with their respective terms,
subject   to  applicable  bankruptcy,  insolvency,  or  similar  laws  generally
affecting the enforcement of creditors' rights.
          
          Section 8.3  No Conflicts.  The execution, delivery and performance of
this  Agreement and the other Loan Documents by Borrower will not conflict  with
or  result  in  a breach of any of the terms or provisions of, or  constitute  a
default  under, or result in the creation or imposition of any lien,  charge  or
encumbrance (other than pursuant to the Loan Documents) upon any of the property
or  assets of Borrower pursuant to the terms of any indenture, mortgage, deed of
trust, loan agreement, partnership agreement or other agreement or instrument to
which  Borrower is a party or by which any of Borrower's property or  assets  is
subject, nor will such action result in any violation of the provisions  of  any
statute or any order, rule or regulation of any court or governmental agency  or
body  having  jurisdiction  over Borrower or any  of  Borrower's  properties  or
assets,  and  any  consent,  approval,  authorization,  order,  registration  or
qualification  of  or with any court or any such regulatory authority  or  other
governmental agency or body required for the execution, delivery and performance
by  Borrower of this Agreement or any other Loan Documents has been obtained and
is in full force and effect.
          
          Section 8.4  Liabilities; Litigation.
          
          (a)  All financial data, including, without limitation, the statements
of  cash  flow  and  income and operating expense, that have been  delivered  by
Borrower and each Borrower Party are (i) are true, complete and correct  in  all
material  respects  when  delivered,  (ii) accurately  represent  the  financial
condition  of  the Properties as of the date of such reports, and (iii)  to  the
extent  prepared or audited by an independent certified public accounting  firm,
have  been  prepared in accordance with generally accepted accounting principals
throughout the periods covered, except as disclosed therein.  Borrower does  not
have any contingent liabilities, liabilities for taxes, unusual forward or long-
term  commitments  or  unrealized or anticipated  losses  from  any  unfavorable
commitments  that  are  known  to  Borrower and  reasonably  likely  to  have  a
materially adverse effect on the Properties or the operation thereof  as  retail
shopping malls, except as referred to or reflected in said financial statements.
Since the date of the financial statements, there has been no materially adverse
change in the financial condition, operations or business of Borrower from  that
set forth in said financial statements.  To the best of Borrower's knowledge and
except   as   set  forth  on  Schedule  IX  hereto,  there  is  no   litigation,
administrative  proceeding, investigation or other legal action  (including  any
proceeding under any state or federal bankruptcy or insolvency law) pending  or,
to  the  knowledge of Borrower, threatened, against the Properties, Borrower  or
any  Borrower Party which if adversely determined could have a material  adverse
effect  on  such  party,  the Properties or the Loan.   The  insurance  policies
required  to  be  maintained  hereunder are sufficient  to  pay  any  reasonably
foreseeable  liabilities, other than punitive damages, arising from,  including,
without  limitation, the costs and expenses of defending against, any litigation
pending,  or  to  the Borrower's knowledge, threatened against  the  Properties,
Borrower or any Borrower Party.
          
          (b)   Neither Borrower nor any Borrower Party is contemplating  either
the  filing  of a petition by it under state or federal bankruptcy or insolvency
laws or the liquidation of all or a major portion of its assets or property, and
neither   Borrower  nor  any  Borrower  Party  has  knowledge  of   any   Person
contemplating the filing of any such petition against it.
          
          Section  8.5   Taxes  and  Assessments.  Each  of  the  Properties  is
comprised of one or more parcels, each of which constitutes a separate  tax  lot
and  none  of  which constitutes a portion of any other tax lot.  There  are  no
pending or, to Borrower's best knowledge, proposed, special or other assessments
for public improvements or otherwise affecting the Properties, nor are there any
presently  contemplated improvements to the Properties that may result  in  such
special assessments.
          
          Section  8.6   Other Agreements; Defaults.  Neither Borrower  nor  any
Borrower Party is a party to any agreement or instrument or subject to any court
order,  injunction,  permit,  or restriction which  might  materially  adversely
affect  any of the Properties, the business, operations, or condition (financial
or  otherwise) of Borrower or any Borrower Party or the conversion of  Financing
Partnership from a general partnership into a limited partnership.  To the  best
of Borrower's knowledge, neither Borrower nor any Borrower Party is in violation
of  any agreement which violation would have a material adverse effect on any of
the  Properties, Borrower, or any Borrower Party or Borrower's or  any  Borrower
Party's  business, properties, or assets, operations or condition, financial  or
otherwise.
          
          Section  8.7  Title.  Borrower has good, marketable and insurable  fee
or  leasehold  title, as applicable, to the Properties, free and  clear  of  all
Liens  whatsoever  except the Permitted Encumbrances, such other  Liens  as  are
permitted  pursuant  to the Loan Documents and the Liens  created  by  the  Loan
Documents.   Upon  recordation in the appropriate offices, each  Mortgage  shall
create  (i)  a  valid,  perfected  lien on the applicable  Individual  Property,
subject  only  to  Permitted  Encumbrances and the Liens  created  by  the  Loan
Documents  and  (ii)  perfected security interests  in  and  to,  and  perfected
collateral  assignments  of,  all  personalty (including  the  Leases),  all  in
accordance  with the terms thereof, in each case subject only to any  applicable
Permitted Encumbrances, such other Liens as are permitted pursuant to  the  Loan
Documents  and  the  Liens  created by the  Loan  Documents.   To  the  best  of
Borrower's  knowledge,  there are no claims for  payment   for  work,  labor  or
materials affecting any of Borrower's Properties which are or may become a  lien
prior  to,  or of equal priority with, the liens created by the Loan  Documents.
None of the Permitted Encumbrances, individually or in the aggregate, materially
interfere  with  the  benefits of the security intended to be  provided  by  the
Mortgages and this Loan Agreement, materially and adversely affect the value  of
any Individual Property, impair the use or operations of any Individual Property
or impair Borrower's ability to pay its obligations in a timely manner.
          
          Section 8.8  Compliance with Law.
          
          (a)   Borrower  and  each Borrower Party have all requisite  licenses,
permits,   franchises,  qualifications,  certificates  of  occupancy  or   other
governmental authorizations to own, lease and operate each of the Properties and
carry  on  its  business, and each of the Properties is in compliance  with  all
applicable  legal  requirements  and is free  of  structural  defects,  and  all
building  systems  contained  therein are in  good  working  order,  subject  to
ordinary wear and tear.  Each of the Properties does not constitute, in whole or
in part, a legally non-conforming use under applicable legal requirements;
          
          (b)   No  condemnation has been commenced or, to Borrower's knowledge,
is  contemplated with respect to all or any portion of the Properties or for the
relocation of roadways providing access to the Properties; and
          
          (c)  Each of the Properties has rights of access to public ways and is
served  by  adequate  water, sewer, sanitary sewer and storm  drain  facilities.
Except  as may be shown on the applicable survey, all public utilities necessary
or convenient to the full use and enjoyment of the Properties are located in the
public right-of-way abutting each of the Properties, and all such utilities  are
connected  so  as  to serve the Properties without passing over other  property,
except to the extent such other property is subject to a perpetual easement  for
such  utility  benefiting each of the Properties.  All roads necessary  for  the
full  utilization  of each of the Properties for its current purpose  have  been
completed  and  dedicated  to  public  use  and  accepted  by  all  governmental
authorities.
          
          Section  8.9   Location of Borrower.  Borrower's  principal  place  of
business  and  chief  executive offices are located at  the  address  stated  in
Section 15.1.
          
          Section 8.10  ERISA.
          
          (a)   As  of the date hereof and throughout the term of the Loan,  (i)
Borrower is not and will not be an "employee benefit plan" as defined in Section
3(3)  of  the  Employee  Retirement Income Security  Act  of  1974,  as  amended
("ERISA"), which is subject to Title I of ERISA, and (ii) the assets of Borrower
do  not  and  will not constitute "plan assets" of one or more  such  plans  for
purposes of Title I of ERISA; and
          
          (b)   As  of the date hereof and throughout the term of the  Loan  (i)
Borrower  is  not and will not be a "governmental plan" within  the  meaning  of
Section  3(32) of ERISA and (ii) transactions by or with Borrower  are  not  and
will  not  be  subject  to  state  statutes applicable  to  Borrower  regulating
investments of and fiduciary obligations with respect to governmental plans.
          
          Section 8.11  Forfeiture.  To the best of Borrower's knowledge,  there
has  not  been and shall never be committed by Borrower or any other  person  in
occupancy of or involved with the operation or use of the Properties any act  or
omission  affording the federal government or any state or local government  the
right  of forfeiture as against the Properties or any part thereof or any monies
paid  in  performance of Borrower's obligations under any of the Loan Documents.
Borrower  hereby covenants and agrees not to commit, permit or suffer  to  exist
any act or omission affording such right of forfeiture.
          
          Section  8.12   Tax  Filings.  Borrower and each Borrower  Party  have
filed (or have obtained effective extensions for filing) all federal, state  and
local  tax returns required to be filed and have paid or made adequate provision
for  the  payment of all federal, state and local taxes, charges and assessments
payable  by Borrower and each Borrower Party, respectively.  Borrower  and  each
Borrower  Party believe that their respective tax returns properly  reflect  the
income  and  taxes  of Borrower and each Borrower Party, respectively,  for  the
periods covered thereby, subject only to reasonable adjustments required by  the
Internal Revenue Service or other applicable tax authority upon audit.
          
          Section  8.13   Solvency.  The Borrower (a) has not entered  into  the
transaction  or  any Loan Document with the actual intent to hinder,  delay,  or
defraud  any  creditor and (b) received reasonably equivalent value in  exchange
for  its  obligations under the Loan Documents.  Giving effect to the Loan,  the
fair saleable value of Borrower's assets exceeds and will, immediately following
the  making of the Loan, exceed Borrower's total liabilities, including, without
limitation,  subordinated,  unliquidated, disputed and  contingent  liabilities.
The  fair saleable value of Borrower's assets is and will, immediately following
the  making  of  the  Loan,  be  greater than Borrower's  probable  liabilities,
including the maximum amount of its contingent liabilities on its debts as  such
debts  become  absolute and matured.  Borrower's assets do not and,  immediately
following the making of the Loan will not, constitute unreasonably small capital
to carry out its business as conducted or as proposed to be conducted.  Borrower
does  not  intend to, and does not believe that it will, incur Indebtedness  and
liabilities (including contingent liabilities and other commitments) beyond  its
ability to pay such Indebtedness as they mature (taking into account the  timing
and amounts of cash to be received by Borrower and the amounts to be payable  on
or  in  respect of obligations of Borrower).  Except as expressly  disclosed  to
Lender  in  writing, no petition in bankruptcy has been filed against  Borrower,
Indemnitor, any guarantor or any Borrower Party in the last seven (7) years, and
neither  Borrower, Indemnitor, any guarantor or any Borrower Party in  the  last
seven  (7)  years  has ever made an assignment for the benefit of  creditors  or
taken advantage of any insolvency act for the benefit of debtors.
          
          Section 8.14  Full and Accurate Disclosure.  All information submitted
by  Borrower or any Borrower Party to Lender in connection with the Loan  or  in
satisfaction of the terms thereof and all statements of fact made by Borrower or
any  Borrower  Party  in  this  Agreement or in any  other  Loan  Document,  are
accurate, complete and correct in all material respects as of the date submitted
or  made.  No statement of fact made by or on behalf of Borrower or any Borrower
Party  in this Agreement or in any of the other Loan Documents contains,  as  of
the date submitted or made, any untrue statement of a material fact or omits  to
state,  as  of the date submitted or made, any material fact necessary  to  make
statements  contained  herein  or therein not  misleading.   There  is  no  fact
presently  known  to  Borrower  which has not been  disclosed  to  Lender  which
adversely  affects, nor as far as Borrower can foresee, might adversely  affect,
the Properties or the business, operations or condition (financial or otherwise)
of Borrower or any Borrower Party.
          
          Section  8.15  Flood Zone.  No portion of the improvements  comprising
each  of  the  Properties is located in an area identified by the  Secretary  of
Housing and Urban Development or any successor thereto as an area having special
flood  hazards pursuant to the National Flood Insurance Act of 1968,  the  Flood
Disaster Protection Act of 1973 or the National Flood Insurance Act of 1994,  as
amended, or any successor law, or, if located within any such area, Borrower has
obtained and will maintain the insurance prescribed in Section 5.1 hereof.
          
          Section 8.16  Federal Reserve Regulations.  No part of the proceeds of
the  Loan  will be used for the purpose of purchasing or acquiring  any  "margin
stock"  in  a manner that violates in any respect Regulation U of the  Board  of
Governors of the Federal Reserve System or for any other purpose which would  be
inconsistent  with such Regulation U or any other Regulations of such  Board  of
Governors, or for any purposes prohibited by Legal Requirements or by the  terms
and conditions of this Agreement or the other Loan Documents.
          
          Section  8.17  Insurance.  Borrower has obtained and has delivered  to
Lender  all  insurance policies reflecting the insurance coverages, amounts  and
other  requirements set forth in this Agreement.  No claims have been made under
any  such  Policy,  and  no Person, including Borrower,  has  done,  by  act  or
omission, anything which would impair the coverage of any such policy.
          
          Section 8.18  Use of Properties.  Each of the Individual Properties is
used primarily for retail purposes and other appurtenant and related uses.
          
          Section   8.19    Certificate   of   Occupancy;   Licenses   .     All
certifications,  permits, licenses and approvals, including without  limitation,
certificates  of completion and occupancy permits required for  the  legal  use,
occupancy  and  operation  of  each of the Individual  Properties  as  a  retail
shopping mall (collectively, the "Licenses"), have been obtained and are in full
force  and  effect.  The Borrower shall keep and maintain all licenses necessary
for  the  operation  of each of the Individual Properties as a  retail  shopping
center.   The  use being made of each Individual Property is in conformity  with
the certificate of occupancy issued for such Individual Property.
          
          Section 8.20  Physical Condition .  Each of the Individual Properties,
including,  without limitation, all buildings, improvements, parking facilities,
sidewalks,  storm drainage systems, roofs, plumbing systems, HVAC systems,  fire
protection  systems, electrical systems, equipment, elevators, exterior  sidings
and doors, landscaping, irrigation systems and all structural components, are in
good  condition, order and repair in all material respects, except  for  repairs
and  maintenance to be performed utilizing the Required Repair  Funds.   To  the
best  of  Borrower's  knowledge, there exists no structural  or  other  material
defects  or  damages  in  any of the Individual Properties,  whether  latent  or
otherwise,  and Borrower has not received notice from any insurance  company  or
bonding  company  of  any  defects or inadequacies  in  any  of  the  Individual
Properties, or any part thereof, which would materially and adversely affect the
insurability  of the same or cause the imposition of extraordinary  premiums  or
charges thereon or of any termination or threatened termination of any policy of
insurance or bond.
          
          Section  8.21  Boundaries .  Except as may be shown on the  applicable
survey, all of the improvements which were included in determining the appraised
value  of each Individual Property lie wholly within the boundaries and building
restriction lines of such Individual Property, and no improvements on  adjoining
properties  encroach upon such Individual Property, and no  easements  or  other
encumbrances upon the applicable Individual Property encroach upon  any  of  the
improvements,  so  as  to affect the value or marketability  of  the  applicable
Individual Property except those which are insured against by title insurance.
          
          Section  8.22   Survey  .   The  Survey for  each  of  the  Individual
Properties  delivered  to  Lender in connection with  this  Agreement  has  been
prepared  in accordance with the provisions of Section 4.1(c)(iii) hereof,  and,
to  the  best  of  Borrower's knowledge, does not fail to reflect  any  material
matter affecting any of the Properties or the title thereto.
          
          Section  8.23   Loan to Value .  The Loan is secured by  interests  in
real property having a fair market value as of the date hereof at least equal to
eighty percent (80%) of the original principal balance of the Loan.
          
          Section  8.24  Filing and Recording Taxes .  All transfer taxes,  deed
stamps,  intangible  taxes  or other amounts in the  nature  of  transfer  taxes
required  to be paid by any Person under applicable Legal Requirements currently
in  effect  in  connection with the transfer of the Properties to Borrower  have
been paid.  All mortgage, mortgage recording, stamp, intangible or other similar
tax  required  to  be  paid  by any Person under applicable  Legal  Requirements
currently  in  effect  in connection with the execution, delivery,  recordation,
filing,  registration, perfection or enforcement of any of the  Loan  Documents,
including, without limitation, the Mortgage encumbering the Properties has  been
paid,  and,  under  current  Legal Requirements, the Mortgages  encumbering  the
Properties are enforceable in accordance with their respective terms  by  Lender
(or any subsequent holder thereof), except as such enforcement may be limited by
bankruptcy, insolvency, reorganization moratorium or other laws relating  to  or
affecting  creditors'  rights  generally, and by general  principles  of  equity
(regardless of whether such enforcement is considered in a proceeding in  equity
or at law).
          
          Section    8.25    Single   Purpose   Entity/Separateness.    Borrower
represents, warrants and covenants as follows:
          
          (a)   The purpose for which the Borrower is organized shall be limited
solely  to  (A)  owning,  holding, selling, leasing,  transferring,  exchanging,
operating and managing the Properties, (B) entering into this Agreement with the
Lender,  (C) refinancing the Properties in connection with a permitted repayment
of the Loan and (D) transacting any and all lawful business for which a Borrower
may  be  organized  under its constitutive law that is incident,  necessary  and
appropriate to accomplish the foregoing.
          
          (b)   Borrower  does  not own and will not own any asset  or  property
other  than  (i)  its  interest in the Properties, and (ii) incidental  personal
property  necessary for and used or to be used in connection with the  ownership
or operation of the Properties.
          
          (c)   Borrower  will  not  engage  in  any  business  other  than  the
ownership, management and operation of the Properties.
          
          (d)   Borrower will not enter into any contract or agreement with  any
Affiliate  of the Borrower, any constituent party of Borrower, any guarantor  or
any  Affiliate of any constituent party or any guarantor, except upon terms  and
conditions   that   are   intrinsically  fair,   commercially   reasonable   and
substantially  similar to those that would be available on an arms-length  basis
with third parties not affiliated with the Borrower or its constituent party.
          
          (e)   Borrower  has  not incurred and will not incur any  Indebtedness
other  than  (i)  the  Loan, (ii) trade and operational  debt  incurred  in  the
ordinary  course of business with trade creditors and in amounts as  are  normal
and reasonable under the circumstances, provided such debt is not evidenced by a
note,  is paid within sixty (60) days of the date billed and such debt does  not
exceed five percent (5%) of the outstanding principal balance of the Loan at any
one  time,  and  (iii) Indebtedness incurred in the financing of  equipment  and
other personal property used on the Properties provided that there shall not  be
greater  than  Seven Million Five Hundred Thousand ($7,500,000.00)  in  "capital
lease  obligations"  as defined by GAAP with respect to the Properties,  in  the
aggregate.   No Indebtedness other than the Loan may be secured (subordinate  or
pari passu) by the Properties.
          
          (f)  Borrower has not made and will not make any loans or advances  to
any  entity  or  person  (including  any Affiliate  or  constituent  party,  any
guarantor or any affiliate of any constituent party or guarantor), and shall not
acquire obligations or securities of its affiliates or any constituent party.
          
          (g)   Borrower  is and will remain solvent and Borrower will  pay  its
debts  and liabilities (including, as applicable, shared personnel and  overhead
expenses) from its assets as the same shall become due.
          
          (h)   Borrower  has done or caused to be done and will do  all  things
necessary to observe organizational formalities and preserve its existence,  and
Borrower  will  not,  nor  will Borrower permit any  constituent  party  or  any
guarantor  to  amend,  modify or otherwise change the  partnership  certificate,
partnership   agreement,  articles  of  incorporation  and   bylaws,   operating
agreement,  trust  or  other  organizational  documents  of  Borrower  or   such
constituent party or guarantor without the prior written consent of Lender.
          
          (i)   Borrower  will  maintain all of its  books,  records,  financial
statements  and  bank  accounts separate from those of its  Affiliates  and  any
constituent  party.   Borrower's assets will not be  listed  as  assets  on  the
financial  statement of any other entity, except as required by GAAP,  provided,
however,  that  any such consolidated financial statement shall contain  a  note
indicating that the separate assets and liabilities of the Borrower are  neither
available to pay the debts of the consolidated entity nor constitute obligations
of the consolidated entity.  Borrower will file its own tax returns and will not
file  a  consolidated  federal  income tax return with  any  other  corporation.
Borrower  shall  maintain  its  books, records, resolutions  and  agreements  as
official records.
          
          (j)   Borrower will be, and at all times will hold itself out  to  the
public as, a legal entity separate and distinct from any other entity (including
any  Affiliate of Borrower, any constituent party of Borrower, any guarantor  or
any  Affiliate of any constituent party or guarantor), shall correct  any  known
misunderstanding  regarding  its  status as a  separate  entity,  shall  conduct
business in its own name, shall not identify itself or any of its Affiliates  as
a  division  or  part  of  the  other and shall maintain  and  utilize  separate
stationery, invoices and checks.
          
          (k)    Borrower  will  maintain  adequate  capital  for   the   normal
obligations  reasonably foreseeable in a business of its size and character  and
in light of its contemplated business operations.
          
          (l)   Neither  Borrower  nor  any  constituent  party  will  seek  the
dissolution,  winding up, liquidation, consolidation or merger in  whole  or  in
part, or the sale of material assets of the Borrower.
          
          (m)   Borrower will not commingle the funds of Borrower with those  of
any  Affiliate  or  constituent party, any guarantor, or any  Affiliate  of  any
constituent party or guarantor, or any other person, and will not participate in
any cash management system with any such party.
          
          (n)   Borrower will not commingle its assets with those of  any  other
person or entity and will hold all of its assets in its own name;
          
          (o)  Borrower will not guarantee or become obligated for the debts  of
any  other entity or person and does not and will not hold itself out  as  being
responsible for the debts or obligations of any other person.
          
          (p)   The  general partner of WL Associates (the "WL General Partner")
is  a  business trust duly formed under the laws of the State of Delaware  whose
sole  asset is its interest in WL Associates.  The general partner of  Financing
Partnership  is  a  corporation formed under the laws of the State  of  Delaware
whose  sole assets are its interest in Financing Partnership ("Financing General
Partner"; WL General Partner and Financing General Partner are collectively  the
"SPC  Party").  The SPC Party will at all times comply, and will cause  Borrower
to comply, with each of the representations, warranties, and covenants contained
in  this  Section 8.25 as if such representation, warranty or covenant was  made
directly by the SPC Party, other than the requirement of the SPC Party  to  file
separate tax returns pursuant to Section 8.25(i).
          
          (q)   WL Associates and Financing Partnership, respectively, shall  at
all  times  cause there to be at least two duly appointed trustees or  directors
(an  "Independent  Director") of the WL General Partner  and  Financing  General
Partner,  respectively, that is selected by Borrower and reasonably satisfactory
to  Lender  who shall not have been at the time of such individual's appointment
or  at  any  time  thereafter, and may not have been  at  any  time  during  the
preceding  five  years (i) a shareholder of, or an officer,  director,  partner,
beneficiary or employee of, Borrower or any of its shareholders, subsidiaries or
affiliates,  (ii)  a  customer  of, or supplier  to,  Borrower  or  any  of  its
shareholders,  subsidiaries  or  affiliates, (iii)  a  person  or  other  entity
controlling  or  under  common  control  with  any  such  shareholder,  partner,
beneficiary, supplier or customer, (iv) a member of the immediate family of  any
such shareholder, officer, director, partner, beneficiary, employee, supplier or
customer of Borrower; or (v) an employee, director, or officer of the Lender  or
any of its Affiliates.  As used herein, the term "control" means the possession,
directly  or  indirectly, of the power to direct or cause the direction  of  the
management  and  policies of a person or entity, whether  through  ownership  of
voting securities, by contract or otherwise.
          
          (r)   WL  Associates  shall not cause or permit  the  trustees  of  WL
General Partner to take any action which, under the terms of any certificate  of
trust,  trust  agreement or by-laws requires the vote  of  the  trustees  of  WL
General  Partner unless at the time of such action there shall be at  least  two
trustees  who are Independent Directors.  Financing Partnership shall not  cause
or  permit the directors of Financing General Partner to take any action  which,
under  the  certificate of incorporation or by-laws requires  the  vote  of  the
directors  unless  at  the  time of such action there  shall  be  at  least  two
directors who are Independent Directors.
          
          (s)   Borrower shall conduct its business so that the assumptions made
with  respect  to  Borrower  in  that  certain  opinion  letter  pertaining   to
substantive  consolidation (the "Insolvency Opinion") delivered  by  Reed  Smith
Shaw  & McClay LLP in connection with the Loan shall be true and correct in  all
respects.
          
          (t)   Borrower  shall  allocate  fairly and  reasonably  any  overhead
expenses  that are shared with an affiliate, including paying for  office  space
and services performed by any employee of an affiliate.
          
          (u)   The  stationery, invoices, and checks utilized  by  Borrower  or
utilized  to collect its funds or pay its expenses shall bear its own  name  and
shall  not  bear  the  name of any other entity unless such  entity  is  clearly
designated as being Borrower's agent.
          
          (v)  Borrower shall not pledge its assets for the benefit of any other
person or entity, other than with respect to the Loan.
          
          (w)   Borrower shall correct any known misunderstanding regarding  its
separate identity.
          
          (x)   Borrower  shall not identify itself as a division of  any  other
person or entity.
          
          (y)  Borrower shall pay the salaries of its own employees from its own
funds.
          
          (z)  Borrower shall maintain a sufficient number of employees in light
of its contemplated business operations.
          
          Section   8.26   Management  Agreement.   The  Management   Agreement,
pursuant  to which Manager operates the Properties is in full force  and  effect
and there is no default or violation by any party thereunder.  The fee due under
the  Management  Agreement,  and  the terms and  provisions  of  the  Management
Agreement, are subordinate to this Agreement and the applicable Mortgage and the
Manager  shall attorn to Lender.  Borrower shall not terminate, cancel,  modify,
renew  or  extend the Management Agreement, or enter into any agreement relating
to the management or operation of the Properties with Manager or any other party
without  the  express  written consent of Lender, which  consent  shall  not  be
unreasonably withheld.  If at any time Lender consents to the appointment  of  a
new  manager,  such new manager and Borrower shall, as a condition  of  Lender's
consent,  execute a Manager's Consent and Subordination of Management  Agreement
in the form then used by Lender.  In addition, Lender's consent to a new manager
may  be  conditioned  upon  Borrower delivering evidence  in  writing  from  the
applicable  Rating Agencies to the effect that such new manager will not  result
in  a  downgrade, withdrawal or qualification of the respective ratings then  in
effect  for any Securities issued in connection with a Securitization.  Borrower
shall  reimburse  Lender  for  all reasonable costs  and  expenses  that  Lender
actually  incurs in connection with the appointment of a new manager, including,
without limitation, reasonable attorneys' fees and expenses.
          
          Section  8.27   Investment Company Act.  The Borrower is  not  (a)  an
"investment  company"  or  a company "controlled" by  an  "investment  company,"
within  the  meaning of the Investment Company Act of 1940, as  amended;  (b)  a
"holding  company"  or  a  "subsidiary company" of a  "holding  company"  or  an
"affiliate" of either a "holding company" or a "subsidiary company"  within  the
mean  of  the  Public Utility Holding Company Act of 1935, as  amended;  or  (c)
subject  to  any  other  federal or state law or regulation  which  purports  to
restrict or regulate its ability to borrow money.
          
          Section  8.28  Ground Lease Representations and Warranties.   Borrower
hereby  represents  and warrants to Lender the following with  respect  to  each
Ground Lease:
          
          (a)   Recording; Modification.  A memorandum of the Ground Lease  (but
not  every amendment pertaining to the Ground Lease) has been duly recorded, the
Ground Lease permits the interest of the Borrower to be encumbered by a mortgage
or  the  Ground  Lessor  has approved and consented to the  encumbrance  of  the
applicable  Individual  Property  by  the  Mortgage  and  there  have  not  been
amendments  or modifications to the terms of the Ground Lease since  recordation
of  the  memorandum of ground lease pertaining thereto, with  the  exception  of
written  instruments  which have been recorded.  The Ground  Lease  may  not  be
canceled,  terminated, surrendered or amended without the prior written  consent
of Lender.
          
          (b)   No Liens.  Except for the Permitted Encumbrances, the Borrower's
interest  in  the  Ground  Lease is not subject to  any  liens  or  encumbrances
superior  to, or of equal priority with, the applicable Mortgage other than  the
Ground Lessor's related fee interest.
          
          (c)   Ground Lease Assignable.  The Borrower's interest in the  Ground
Lease  is  assignable to the Lender upon notice to, but without the consent  of,
the  Ground  Lessor (or, if any such consent is required, it has  been  obtained
prior  to the Closing Date).  The Ground Lease is further assignable by  Lender,
its successors and assigns without Ground Lessor's consent.
          
          (d)   Default.   As of the date hereof, the Ground Lease  is  in  full
force and effect and no default has occurred under the Ground Lease and there is
no  existing  condition  which, but for the passage of time  or  the  giving  of
notice, could result in a default under the terms of the Ground Lease.
          
          (e)   Notice.   The Ground Lease requires the Ground  Lessor  to  give
notice  of any default by the Borrower to the Lender.  The Ground Lease,  or  an
estoppel letter received by the Lender from Ground Lessor, further provides that
notice  of termination given under the Ground Lease is not effective against  he
Lender  unless  a  copy of the notice has been delivered to the  Lender  in  the
manner described in the Ground Lease.
          
          (f)   Cure.  The Lender is permitted the opportunity (including, where
necessary,  additional time to gain possession of the interest of  the  Borrower
under  the  Ground Lease) to cure any default under the Ground Lease,  which  is
curable  after the receipt of notice of any of the default before  the  Landlord
thereunder may terminate the Ground Lease.
          
          (g)   Term.   Other than those Ground Leases in which the  Lender  has
been  granted  a  mortgage,  deed of trust, or other  security  instrument  with
respect  to the fee interest on the real property underlying such Ground Leases,
the  Ground Leases have a term which extends not less than ten (10) years beyond
the Maturity Date.
          
          (h)   New Lease.  The Ground Lease requires the Ground Lessor to enter
into  a new lease upon termination of the Ground Lease for any reason, including
rejection of the Ground Lease in a bankruptcy proceeding.
          
          (i)   Insurance  Proceeds.  Under the terms  of  this  Agreement,  the
Ground  Lease and the applicable Mortgage, taken together, any related insurance
and condemnation proceeds will be applied either to the repair or restoration of
all  or  part of the applicable Individual Property, with the Lender having  the
right,  subject  to the provisions contained herein, to hold  and  disburse  the
proceeds  as  the  repair or restoration progresses, or to the  payment  of  the
outstanding  principal balance of the Loan together with  any  accrued  interest
thereon.
          
          (j)  Subleasing.  The Ground Lease does not impose any restrictions on
subleasing  other  than the Uniontown Ground Lease with the  County  of  Fayette
which requires the ground lessee to remain liable upon subleasing.
          
          Section   8.29    Reciprocal  Easement  Agreements.    To   Borrower's
knowledge, the reciprocal easement agreements, declaration of easements or other
similar  agreements  effecting any Individual Property are  in  full  force  and
effect and there is no default or violation by any party thereunder.
                                        
                                        
                                    ARTICLE 9
                                        
                               FINANCIAL REPORTING
          
          Section 9.1  Financial Statements
          
          (a)  Obligations of Borrower.  (i)  Borrower will keep and maintain or
will  cause  to  be  kept and maintained, in accordance  with  GAAP  proper  and
accurate books, records and accounts reflecting all of the financial affairs  of
Borrower and all items of income and expense in connection with the operation on
an individual basis of each of the Individual Properties.  Lender shall have the
right  from  time to time at all times during normal business hours  to  examine
such  books,  records  and accounts at the office of Borrower  or  other  Person
maintaining such books, records and accounts and to make such copies or extracts
thereof  as  Lender shall desire.  After the occurrence of an Event of  Default,
Borrower  shall  pay  any  costs  and expenses incurred  by  Lender  to  examine
Borrower's  accounting records with respect to the Properties, as  Lender  shall
determine to be necessary or appropriate in the protection of Lender's interest.
          
          (b)   Monthly Reports.  Within forty-five (45) days after the  end  of
each  calendar  month,  Borrower shall furnish to Lender with  respect  to  each
Individual Property a detailed operating statement (showing monthly activity and
year-to-date)  stating Operating Revenues, Operating Expenses and Net  Operating
Income for the calendar month just ended, a rent roll for the subject month  and
other  documentation supporting the information disclosed  in  the  most  recent
financial statements.
          
          (c)  Quarterly Reports.  Within forty-five (45) days after the end  of
each  calendar  quarter, Borrower shall furnish to Lender with respect  to  each
Individual  Property a detailed operating statement (showing quarterly  activity
and  year-to-date) stating Operating Revenues, Operating Expenses, Net Operating
Income  and  Capital  Expenditures  for the  calendar  quarter  just  ended,  an
occupancy statement for the subject quarter and as requested by Lender a written
statement setting forth any material variance from the Approved Annual Budget if
such  Approved  Annual Budget is required hereunder to be delivered  to  Lender.
Borrower's  quarterly  statements shall be accompanied by  (i)  if  an  Approved
Annual  Budget exists, a comparison of the budgeted income and expenses and  the
actual  income  and  expenses  for  the  prior  calendar  quarter,  and  (ii)  a
certificate executed by the chief financial officer or chief accounting  officer
of  Borrower  stating  that each such quarterly statement  presents  fairly  the
financial  condition  and  the results of operations of  the  Borrower  and  the
Properties  being  reported upon and has been prepared in accordance  with  this
Agreement.
          
          (d)   Annual Reports.  Each Borrower will furnish to Lender  annually,
within ninety (90) days following the end of each calendar year, a complete copy
of its annual financial statements as well as the annual financial statements of
the  REIT and Operating Partnership, which financial statements of the REIT  and
Operating  Partnership  shall be consolidated.  Each  such  statement  shall  be
prepared in accordance with GAAP and audited by a "Big Six" accounting  firm  or
other independent certified public accountants acceptable to Lender, whose audit
report  thereon,  unqualified  as to scope, shall  be  included.   Such  audited
financial statements shall include a balance sheet, and statements of income and
of  cash  flows for the year, together with footnotes and with respect  to  each
Individual  Borrower  supplementary  combining  balance  sheets  and   combining
statements  of  Net Operating Income which shall include the balance  sheet  and
statements  of  Net Operating Income of each Individual Property.   The  audited
financial  statements  of each Borrower shall be accompanied  by  the  following
items  which  shall  be  certified  by the  chief  financial  officer  or  chief
accounting  officer of each Borrower, as applicable:  (i) if an Approved  Annual
Budget  exists, a comparison of the actual income and expenses for the  year  by
Individual  Property with the budgeted income and expenses and  the  prior  year
actual income expenses, and (ii) a reconciliation of the income statement to the
annual amounts of Operating Income, Operating Expenses, Net Operating Income and
Capital  Expenditures for each Individual Property.  In addition, such financial
statements  shall  also be accompanied by a certificate of the  chief  financial
officer or chief accounting officer of Borrower stating that the representations
and warranties of Borrower set forth in Section 8.25 are true and correct as  of
the  date  of  such certificate and that there are no trade payables outstanding
for more than sixty (60) days past their stated (contractual) due dates.
          
          (e)   Certification;  Supporting Documentation.  Each  such  financial
statement  shall be in scope and detail satisfactory to Lender and  the  monthly
and  quarterly statements shall be certified by the chief financial  officer  or
chief accounting officer of Borrower, the REIT and the Operating Partnership, as
applicable.
          
          (f)  Additional Reports.  Borrower shall deliver to Lender as soon  as
reasonably  available  but in no event later than thirty (30)  days  after  such
items become available to Borrower in final form:
               
               (i)   copies  of  any final engineering or environmental  reports
          prepared for Borrower with respect to an Individual Property;
               
               (ii)  a  copy  of  any  notice  received  by  Borrower  from  any
          environmental   authority  having  jurisdiction  over  an   Individual
          Property  with respect to a condition existing or alleged to exist  or
          emanate from or at an Individual Property;
               
               (iii)     a summary report containing each of the following  with
          respect  to  the  Properties for the most recently completed  calendar
          year:   (A) aggregate sales by tenants under Leases or other occupants
          of  an  Individual Property (actual and on a comparable store  basis),
          (B)  rent  per  square foot payable by each tenant and  (C)  aggregate
          occupancy of an Individual Property by anchor space and in-line  store
          space as of December 31x; and
               
               (iv)  if  requested  by  Lender, a summary  report  listing  only
          tenants and square footage occupied by such tenants.
          
          Section  9.2  Accounting Principles .  All financial statements  shall
be  prepared in accordance with generally accepted accounting principles in  the
United States of America as in effect on the date so indicated ("GAAP") or  such
other accounting basis reasonably acceptable for Lender.
          
          Section  9.3   Other Information; Access.  Borrower shall  deliver  to
Lender  such  additional information regarding Borrower, its  subsidiaries,  its
business, any Borrower Party, and any of the Properties within thirty (30)  days
after  Lender's  written request therefor.  Borrower shall, upon  prior  written
notice,  permit  Lender to examine such records, books and  papers  of  Borrower
which  reflect upon its financial condition and the income and expenses of  each
of  the  Properties;  such  examination to occur in Johnstown,  Pennsylvania  if
impractical or overly expensive to be conducted elsewhere.
          
          Section  9.4   Format of Delivery.  Any reports, statements  or  other
information required to be delivered under this Agreement shall be delivered (a)
in  paper  form  and (b) if requested by Lender and within the  capabilities  of
Borrower's  data systems without change or modification thereto,  in  electronic
form,  or  on  diskette,  and  prepared using  Microsoft  Word  for  Windows  or
WordPerfect  for Windows files (which files may be prepared using a  spreadsheet
program  and  saved  as word processing files).  The Borrower  agrees  that  all
financial  information delivered pursuant to this Article IX may be released  on
an   ongoing  basis  to  investors,  prospective  investors  and  other  parties
(including,   without  limitation,  Rating  Agencies)  with   respect   to   any
Securitization; provided, however, Borrower may request a list of such investors
or prospective investors who have been delivered such financial information.
          
          Section 9.5  Additional Financial Requirements. If requested by Lender
and  required in connection with a Securitization or any other Exchange  Act  or
Securities  Act  filing,  Borrower  shall  provide  Lender  with  the  following
financial  statements  (it  being  understood that  Lender  shall  request  such
financial statements if it anticipates that the principal amount of the Loan  at
the  time  of Securitization may or if the principal amount of the Loan  at  any
time during which the Loan is included in a Securitization does, equal or exceed
20%  of  the  aggregate principal amount of all mortgage loans included  in  the
Securitization)  and  summaries of such financial statements  if  the  principal
amount  of  the  Loan at any such time equals or exceeds 10% of  such  aggregate
principal amount:
          
          (a)  If a Securitization has occurred in which the Securities are sold
in  a  public  offering, a balance sheet with respect to  the  Properties  on  a
combined basis for the two most recent fiscal years, meeting the requirements of
Section  210.3-01  of  Regulation S-X of the Securities Act  and  statements  of
income and statements of cash flows with respect to the Properties on a combined
basis  for  the  three  most recent fiscal years, meeting  the  requirements  of
Section  210.3-02 of Regulation S-X, and, to the extent that such balance  sheet
is more than 135 days old as of the date of the document in which such financial
statements are included, interim financial statements of the Properties  meeting
the requirements of Section 210.3-01 and 210.3-02 of Regulation S-X (all of such
financial   statements,  collectively,  the  "Standard  Statements");  provided,
however,  that  with respect to any Properties (other than Properties  that  are
hotels, nursing homes, or other properties that would be deemed to constitute  a
business  and  not real estate under Regulation S-X or other Legal Requirements)
that  have been acquired by the Borrower from an unaffiliated third party  (such
Properties, "Acquired Properties"), as to which the other conditions  set  forth
in  Section 210.3.14 of Regulation S-X for provision of financial statements  in
accordance  with such Section have been met, in lieu of the Standard  Statements
otherwise  required  by  this section, the Borrower shall  instead  provide  the
financial  statements  required  by  such Section  210.3-14  of  Regulation  S-X
("Acquired Property Statements").
          
          (b)  If a Securitization has occurred in which the Securities are sold
in  a public offering, not later than forty-five (45) days after the end of each
fiscal quarter following the Closing Date, a balance sheet of the Properties  on
a  combined basis as of the end of such fiscal quarter, meeting the requirements
of  Section  210.3-01 of Regulation S-X, and statements of income and statements
of  cash  flows of the Properties on a combined basis for the period  commencing
following the last day of the most recent fiscal year and ending on the date  of
such  balance  sheet and for the corresponding period of the most recent  fiscal
year,  meeting the requirements of Section 210.3-02 of Regulation S-X (provided,
that  if  for such corresponding period of the most recent fiscal year  Acquired
Property  Statements  were  permitted  to  be  provided  hereunder  pursuant  to
subsection  (a)  above,  the  Borrower shall instead provide  Acquired  Property
Statements  for  such corresponding period).  If requested by  Lender,  Borrower
shall  also  provide "summarized financial information," as defined  in  Section
210.1-02(bb)  of  Regulation  S-X,  with respect  to  such  quarterly  financial
statements.
          
          (c)  If a Securitization has occurred in which the Securities are sold
in  a  public offering, not later than 75 days after the end of each fiscal year
following  the  Closing Date, a balance sheet of the Properties  on  a  combined
basis  as  of the end of such fiscal year, meeting the requirements  of  Section
210.3-01  of  Regulation S-X, and statements of income and  statements  of  cash
flows  of  the Properties on a combined basis for such fiscal year, meeting  the
requirements  of  Section 210.3-02 of Regulation S-X.  If requested  by  Lender,
Borrower  shall  provide summarized financial information with respect  to  such
annual financial statements.
          
          (d)   Upon ten business days notice from the Lender in connection with
the  Securitization  of  this Loan, such additional financial  statements,  such
that,  as  of  the  date (each an "Offering Document Date") of  each  Disclosure
Document,  Borrower shall have provided Lender with all financial statements  as
described  in  subsection (a) above; provided that the fiscal year  and  interim
periods  for  which  such  financial  statements  shall  be  provided  shall  be
determined as of such Offering Document Date.
          
          (e)    In   the  event  Lender  determines,  in  connection   with   a
Securitization, that the financial statements required in order to  comply  with
Regulation  S-X  or other Legal Requirements are other than as provided  herein,
then notwithstanding the provisions of this subsection, Lender may request,  and
Borrower shall promptly provide, such combination of Acquired Property Statement
and/or Standard Statements as may be necessary for such compliance.
          
          (f)   Any  other  or  additional financial statements,  or  financial,
statistical  or  operating  information,  as  shall  be  required  pursuant   to
Regulation  S-X  or other Legal Requirements in connection with  any  Disclosure
Document or any filing under or pursuant to the Exchange Act in connection  with
or  relating  to a Securitization (hereinafter an "Exchange Act Filing")  or  as
shall otherwise be reasonably requested by the Lender to meet disclosure, rating
agency or marketing requirements.
          
          (g)  All financial statements provided by Borrower hereunder shall  be
prepared  in accordance with GAAP, and shall meet the requirements of Regulation
S-X  and other applicable Legal Requirements.  All financial statements relating
to  a  fiscal  year shall be audited by independent accountants of the  Borrower
acceptable  to Lender in accordance with Regulation S-X and all other applicable
Legal Requirements, shall be accompanied by the manually executed report of  the
independent  accountants thereon, which report shall meet  the  requirements  of
Regulation S-X and all other applicable Legal Requirements, and shall be further
accompanied   by  a  manually  executed  written  consent  of  the   independent
accountants,  in  form and substance acceptable to Lender, to the  inclusion  of
such financial statements in any Disclosure Document and any Exchange Act Filing
and to the use of the name of such independent accountants and the reference  to
such  independent  accountants  as "experts"  in  any  Disclosure  Document  and
Exchange  Act  Filing, all of which shall be provided at the same  time  as  the
related  financial statements are required to be provided.  All other  financial
statements  shall be certified by the chief financial officer or  administrative
member  of  the  Borrower, which certification shall state that  such  financial
statements  meet  the  requirements set forth in  the  first  sentence  of  this
subsection (g).
                                        
                                        
                                   ARTICLE 10
                                        
                                    COVENANTS
          
          Borrower covenants and agrees with Lender as follows:
          
          Section  10.1   Due on Sale and Encumbrance; Transfers  of  Interests.
Subject  to  the  provisions  of Section 14.2 hereof  and  except  as  otherwise
permitted  under  Sections  2.8, 2.9, 2.10 and 7.2  hereof,  without  the  prior
written  consent  of  Lender, neither Borrower nor any other  Person  having  an
ownership  or  beneficial  interest in Borrower shall  sell,  transfer,  convey,
mortgage,  pledge, or assign any interest in any of the Properties or  any  part
thereof  or further encumber, alienate, grant a Lien or grant any other interest
in   any  of  the  Properties  or  any  part  thereof,  whether  voluntarily  or
involuntarily,  in violation of the covenants and conditions set  forth  in  the
Loan Documents.
          
          Section  10.2  Taxes; Utility Charges.  Borrower shall pay before  any
fine,  penalty, interest or cost may be added thereto, and shall not enter  into
any  agreement to defer, any real estate taxes and assessments, franchise  taxes
and charges, and other governmental charges (the "Taxes") that may become a Lien
upon  any  of  the  Properties or become payable during the term  of  the  Loan;
provided,  however; Borrower may contest the validity of Taxes so  long  as  (a)
Borrower  notifies  Lender that it intends to contest such Taxes,  (b)  Borrower
provides Lender with an indemnity, bond or other security satisfactory to Lender
assuring  the  discharge  of Borrower's obligations for  such  Taxes,  including
interest  and  penalties,  (c) Borrower is diligently  contesting  the  same  by
appropriate legal proceedings in good faith and at its own expense and concludes
such contest prior to the tenth (10th) day preceding the earlier to occur of the
Maturity  Date or the date on which the Individual Property is scheduled  to  be
sold  for  non-payment,  (d) Borrower promptly upon final determination  thereof
pays  the  amount  of  any  such Taxes, together with all  costs,  interest  and
penalties  which may be payable in connection therewith; and (e) notwithstanding
the  foregoing, Borrower shall immediately upon request of Lender pay  any  such
Taxes  notwithstanding such contest if, in the opinion of Lender, any Individual
Property or any part thereof or interest therein may be in danger of being sold,
forfeited,  foreclosed, terminated, canceled or lost. Lender may  pay  over  any
cash  deposit or part thereof to the claimant entitled thereto at any time when,
in  the  judgment  of Lender, the entitlement of such claimant  is  established.
Borrower's  compliance with Section 5.4 of this Agreement relating  to  impounds
for  Taxes  shall,  with respect to payment of such Taxes, be deemed  compliance
with  this  Section  10.2.   Borrower shall  not  suffer  or  permit  the  joint
assessment of any of the Properties with any other real property constituting  a
separate  tax  lot or with any other real or personal property.  Borrower  shall
promptly pay for all utility services provided to each of the Properties.
          
          Section  10.3   Management.  The Manager shall hold and  maintain  all
necessary licenses, certifications and permits required by law.  Borrower  shall
fully  perform  all  of  its  covenants, agreements and  obligations  under  the
Management Agreement.
          
          Section  10.4   Operation;  Maintenance; Inspection.   Borrower  shall
observe and comply with all legal requirements applicable to the ownership,  use
and operation of each of the Properties; provided, however, Borrower may contest
the  observance  of  and  compliance with such legal  requirements  so  long  as
(a)  Borrower  notifies  Lender that it intends to  contest  such  requirements,
(b)  Borrower is diligently contesting the same by appropriate legal proceedings
in  good  faith and at its own expense and concludes such contest prior  to  the
tenth (10th) day preceding the Maturity Date, and (c) Borrower shall immediately
terminate such contest if, in the opinion of Lender, any Individual Property  or
any  part thereof or interest therein may be in danger of being sold, forfeited,
foreclosed, terminated, canceled or lost.  Borrower shall maintain each  of  the
Properties  in  good  condition  and promptly repair  any  damage  or  casualty,
reasonable  wear  and tear excepted.  Borrower shall fully perform  all  of  its
covenants,  agreements and obligations under any reciprocal easement  agreement,
declaration of easement or similar agreement effecting any Individual  Property.
Borrower shall permit Lender and its agents, representatives and employees, upon
reasonable  prior  notice  to Borrower, to inspect any  of  the  Properties  and
conduct  such  environmental  and engineering studies  as  Lender  may  require,
provided such inspections and studies do not materially interfere with  the  use
and operation of the Properties.
          
          Section  10.5   Taxes  on Security.  Borrower  shall  pay  all  taxes,
charges,  filing,  registration and recording fees, excises and  levies  payable
with  respect to the Note or the Liens created or secured by the Loan Documents,
other  than  income, franchise and doing business taxes imposed on  Lender.   If
there  shall be enacted any law (a) deducting the Loan from the value of any  of
the  Properties  for  the purpose of taxation, (b) affecting  any  Lien  on  the
Properties,  or  (c) changing existing laws of taxation of mortgages,  deeds  of
trust, security deeds, or debts secured by real property, or changing the manner
of  collecting any such taxes, Borrower shall promptly pay to Lender, on demand,
all  taxes, costs and charges for which Lender is or may be liable as  a  result
thereof; however, if such payment would be prohibited by law or would render the
Loan  usurious, then instead of collecting such payment, Lender may declare  all
amounts owing under the Loan Documents to be immediately due and payable.
          
          Section 10.6  Legal Existence; Name, Etc.  Borrower and each SPC Party
shall  preserve and keep in full force and effect its entity status, franchises,
rights  and  privileges under the laws of the state of its  formation,  and  all
qualifications,  licenses  and permits applicable  to  the  ownership,  use  and
operation of the Properties.  Subject to Section 14.2, neither Borrower nor  any
general  partner  or  managing  member of Borrower  shall  wind  up,  liquidate,
dissolve,  reorganize,  merge, or consolidate with or  into,  or  convey,  sell,
assign, transfer, lease, or otherwise dispose of all or substantially all of its
assets, or acquire all or substantially all of the assets of the business of any
Person.   Subject to Section 14.2, Borrower shall not change its name, identity,
or  organizational structure, or the location of its chief executive  office  or
principal  place of business unless Borrower (a) shall have obtained  the  prior
written  consent  of  Lender  to  such  change  (which  consent  shall  not   be
unreasonably  withheld, conditioned or delayed), and (b) shall  have  taken  all
actions  necessary  or  requested  by Lender to  file  or  amend  any  financing
statement  or  continuation statement to assure perfection and  continuation  of
perfection of security interests under the Loan Documents.
          
          Section  10.7  Further Assurances.  Borrower shall promptly  (a)  cure
any defects in the execution and delivery of the Loan Documents, and (b) execute
and  deliver,  or cause to be executed and delivered, all such other  documents,
agreements and instruments as Lender may reasonably request to further  evidence
and more fully describe the collateral for the Loan, to correct any omissions in
the  Loan Documents, to perfect, protect or preserve any liens created under any
of  the  Loan Documents, or to make any recordings, file any notices, or  obtain
any  consents,  as  may  be necessary to carry out the  terms  and  requirements
hereof.  Borrower grants Lender an irrevocable power of attorney coupled with an
interest  for  the purpose of exercising and perfecting any and all  rights  and
remedies  available to Lender under the Loan Documents, at law  and  in  equity,
including  without  limitation  such rights and  remedies  available  to  Lender
pursuant to this Section 10.7.
          
          Section  10.8  Estoppel Certificates.  Borrower, within ten (10)  days
after  request, shall furnish to Lender a written statement, duly  acknowledged,
setting  forth to the best of Borrower's knowledge the amount due on  the  Loan,
the  terms  of  payment of the Loan, the date to which interest has  been  paid,
whether  any offsets or defenses exist against the Loan and, if any are  alleged
to  exist,  the  nature  thereof in detail, and such  other  matters  as  Lender
reasonably may request.
          
          Section  10.9   Notice  of  Certain Events.  Borrower  shall  promptly
notify Lender of (a) any or Event of Default, together with a detailed statement
of  the  steps being taken to cure such or Event of Default; (b) any  notice  of
default  received by Borrower under other obligations relating  to  any  of  the
Properties  or otherwise material to Borrower's business; and (c) any threatened
or  pending  legal,  judicial or regulatory proceedings, including  any  dispute
between  Borrower  and  any governmental authority, affecting  Borrower  or  the
Properties which, if adversely determined, would have a material adverse  effect
on Borrower's ability to perform its obligations hereunder.
          
          Section  10.10   Indemnification.   Borrower  shall  protect,  defend,
indemnify  and  save  harmless  Lender  its shareholders,  directors,  officers,
employees  and  agents  from and against all liabilities,  obligations,  claims,
damages,  penalties,  causes  of action, costs and expenses  (including  without
limitation reasonable attorneys' fees and expenses), imposed upon or incurred by
or  asserted  against  Lender (other than due to Lender's  gross  negligence  or
willful  misconduct) by reason of (a) ownership of the Mortgages, the Properties
or  any interest therein or receipt of any rents; (b) any accident, injury to or
death of persons or loss of or damage to property occurring in, on or about  any
of  the  Properties  or any part thereof or on the adjoining  sidewalks,  curbs,
adjacent  property  or adjacent parking areas, streets or  ways;  (c)  any  use,
nonuse or condition in, on or about any of the Properties or any part thereof or
on  the adjoining sidewalks, curbs, adjacent property or adjacent parking areas,
streets  or ways; (d) performance of any labor or services or the furnishing  of
any  materials or other property in respect of any of the Properties or any part
thereof;  and  (e)  the  failure of Borrower to file timely  with  the  Internal
Revenue  Service an accurate Form 1099-B, Statement for Recipients  of  Proceeds
from Real Estate, Broker and Barter Exchange Transactions, which may be required
in  connection  with  this Agreement, or to supply a copy thereof  in  a  timely
fashion  to the recipient of the proceeds of the transaction in connection  with
which  this Agreement is made.  Any amounts payable to Lender by reason  of  the
application of this section shall become immediately due and payable  and  shall
bear  interest at the Default Rate from the date loss or damage is sustained  by
Lender until paid.
          
          Section  10.11   Payment  For  Labor  and  Materials.   Borrower  will
promptly pay when due all bills and costs for labor, materials, and specifically
fabricated  materials  incurred in connection with any Individual  Property  and
never  permit to exist beyond the due date thereof in respect of any  Individual
Property or any part thereof any lien or security interest, even though inferior
to  the liens and the security interest hereof, and in any event never permit to
be  created  or exist in respect of any Individual Property or any part  thereof
any  other  or  additional lien or security interest other  than  the  liens  or
security interests hereof, except for the Permitted Encumbrances.
          
          Section  10.12   Alterations.  Borrower shall  obtain  Lender's  prior
written consent, which consent shall not be unreasonably withheld or delayed  to
any  alterations to any Improvements on any Individual Property that may have  a
material adverse effect on Borrower's financial condition, the use, operation or
value of any Individual Property or the Net Operating Income with respect to the
Individual  Property, other than (a) tenant improvement work performed  pursuant
to  the  terms  of  any  Lease  executed before  the  date  hereof,  (b)  tenant
improvement work performed pursuant to the terms and provisions of a  Lease  and
not materially adversely affecting any structural component of any Improvements,
any  utility or HVAC system contained in any Improvements or the exterior of any
building  constituting a part of any Improvements, or (c) alterations  performed
in  connection  with  the  restoration of  the  Individual  Property  after  the
occurrence  of  a  casualty or condemnation in accordance  with  the  terms  and
provisions  of  this  Agreement.   Other than with  respect  to  a  casualty  or
condemnation,  if  the  total unpaid amounts due and  payable  with  respect  to
alterations  to  the  Improvements  (other than  such  amounts  to  be  paid  or
reimbursed by tenants under the Leases) for and Individual Property shall at any
time exceed five percent (5%) of the Release Amount for such Individual Property
(the  "Threshold Amount"), Borrower shall promptly deliver to Lender as security
for  the  payment  of  such  amounts and as additional security  for  Borrower's
obligations under the Loan Documents any of the following:  (1) cash,  (2)  U.S.
Obligations, (3) other securities having a rating acceptable to Lender and  that
the  applicable Rating Agencies have confirmed in writing will not,  in  and  of
itself,  result in a downgrade, withdrawal or qualification of the initial,  or,
if  higher, then current ratings assigned in connection with any Securitization,
or (4) a completion bond or irrevocable letter of credit (payable on sight draft
only)  issued by a financial institution having a rating, by Standard  &  Poor's
Ratings  Group of not less than A-1+, and by Moody's Investors Service, Inc.  of
not  less  than A-1, if the term of such bond or letter of credit is  no  longer
than  three (3) months or, if such term is in excess of three (3) months, issued
by a financial institution having a rating that is acceptable to Lender and that
the  applicable Rating Agencies have confirmed in writing will not,  in  and  of
itself,  result in a downgrade, withdrawal or qualification of the initial,  or,
if  higher, then current ratings assigned in connection with any Securitization.
Such  security  shall be in an amount equal to the excess of  the  total  unpaid
amounts  with  respect  to  alterations to the Improvements  on  the  applicable
Individual Property (other than such amounts to be paid or reimbursed by tenants
under the Leases) over the Threshold Amount and may be reduced from time to time
by  the cost estimated by Lender to terminate any of the alterations and restore
the  applicable  Individual  Property to the extent  necessary  to  prevent  any
material  adverse  effect  on  the use, operation or  value  of  the  applicable
Individual  Property or the Net Operating Income with respect to the  Individual
Property.  Borrower shall reimburse Lender for all reasonable third party  costs
and  expenses  that  Lender actually incurs in connection with  any  alterations
pursuant  to  this  Section  10.12, including,  without  limitation,  reasonable
attorneys' fee and expenses.
          
          Section 10.13  Handicapped Access.
          
          (a)  Borrower agrees that the Properties shall at all times comply  in
all  material  respects to the extent applicable with the  requirements  of  the
Americans  with  Disabilities Act of 1990, the Fair Housing  Amendments  Act  of
1988, all state and local laws and ordinances related to handicapped access  and
all  rules,  regulations, and orders issued pursuant thereto including,  without
limitation,  the  Americans with Disabilities Act Accessibility  Guidelines  for
Buildings and Facilities (collectively, "Access Laws").
          
          (b)   Notwithstanding any provisions set forth herein or in any  other
document  regarding Lender's approval of alterations of the Properties, Borrower
shall  not  alter  the Properties in any manner which would increase  Borrower's
responsibilities  for  compliance with the applicable Access  Laws  without  the
prior  written  approval  of  Lender.   The  foregoing  shall  apply  to  tenant
improvements  constructed  by Borrower or by any of  its  tenants.   Lender  may
condition  any  such  approval  upon receipt of  a  certificate  of  Access  Law
compliance from an architect, engineer, or other person acceptable to Lender.
          
          (c)  Borrower agrees to give prompt notice to Lender of the receipt by
Borrower  of any complaints related to violation of any Access Laws and  of  the
commencement  of  any proceedings or investigations which relate  to  compliance
with applicable Access Laws.
          
          Section   10.14    Additional  Retail  Covenants.   Borrower   further
covenants and agrees with Lender as follows:
          
          (a)    Borrower  shall  cause  the  retail  property  located  on  the
Individual Property to be operated pursuant to the Management Agreement.
          
          (b)  Borrower shall:
               
               (i)   promptly  perform and/or observe all of the  covenants  and
agreements  required  to be performed and observed by it  under  the  Management
Agreement  and  do all things necessary to preserve and to keep  unimpaired  its
material rights thereunder;
               
               (ii)  promptly notify Lender of any default under the  Management
Agreement of which it is aware; and
               
               (iii)     promptly enforce the performance and observance of  all
of  the covenants and agreements required to be performed and/or observed by the
manager under the Management Agreement.
               
               (c)  Borrower shall not, without Lender's prior consent:
               
               (i)  surrender, terminate or cancel the Management Agreement;
               
               (ii)  reduce  or  consent to the reduction of  the  term  of  the
Management Agreement;
               
               (iii)      increase or consent to the increase of the  amount  of
any charges under the Management Agreement; or
               
               (iv)  otherwise modify, change, supplement, alter  or  amend,  or
waive  or  release any of its rights and remedies under the Management Agreement
in any material respect.
          
          (d)   Borrower will enter into and cause the Manager to enter into  an
assignment  and subordination of such Management Agreement in form  satisfactory
to  Lender, assigning and subordinating the manager's interest in the Individual
Property  and  all  fees  and  other rights of  the  Manager  pursuant  to  such
Management Agreement to the rights of Lender.
                                        
                                        
                                   ARTICLE 11
                                        
                                EVENTS OF DEFAULT
          
          Each  of the following shall constitute a default (each, an "Event  of
Default") under the Loan:
          
          Section  11.1   Payments.  Borrower's failure  to  pay  any  regularly
scheduled installment of principal, interest or other amount due under the  Loan
Documents  on the day it is due, or Borrower's failure to pay the  Loan  at  the
Maturity Date, whether by acceleration or otherwise.
          
          Section 11.2  Insurance.  Borrower's failure to maintain in full force
and  effect  the insurance required under Section 5.1 of this Agreement,  unless
Borrower  has  deposited with Lender pursuant to Section 5.4  hereof  sufficient
amounts to make such payments.
          
          Section 11.3  Single Purpose Entity.  If Borrower breaches any of  its
covenants contained in Section 8.25 hereof and does not cure such breach  within
ten (10) days after written notice by Lender to Borrower.
          
          Section 11.4  Insolvency Opinion.  If any of the assumptions contained
in the Insolvency Opinion, or in any other "non-consolidation" opinion delivered
to  Lender  in  connection  with the Loan, or in any  other  "non-consolidation"
delivered  subsequent to the closing of the Loan, is or shall become  untrue  in
any material respect.
          
          Section  11.5  Taxes.  If any of the Taxes are not paid when the  same
are due and payable prior to incurring any penalty, unless Borrower contests the
validity  of  Taxes  in  accordance with Section 10.2  hereof  or  Borrower  has
deposited  with  Lender pursuant to Section 5.4 hereof a  sufficient  amount  of
funds to pay such Taxes when due and payable prior to incurring any penalty.
          
          Section 11.6  Sale, Encumbrance, Etc.  The sale, transfer, conveyance,
pledge, mortgage or assignment of any part or all of an Individual Property,  or
any  interest therein, or of any interest in Borrower, in violation of the  Loan
Documents.
          
          Section  11.7  Representations and Warranties.  Any representation  or
warranty  made in any Loan Document proves to be untrue in any material  respect
when  made  or  deemed made provided, however, no Event of Default  shall  arise
under  this  Section  11.7 if (a) the facts which give  rise  to  the  incorrect
representation or warranty are capable of being cured by Borrower and  (b)  such
underlying facts are cured by Borrower within fifteen (15) days of notice  given
to  Borrower  by  Lender  of the existence of such incorrect  representation  or
warranty.
          
          Section  11.8  Other Encumbrances.  Any default under any document  or
instrument, other than the Loan Documents, evidencing or creating a Lien  on  an
Individual Property or any part thereof.
          
          Section    11.9    Involuntary   Bankruptcy   or   Other   Proceeding.
Commencement  of an involuntary case or other proceeding against  Borrower,  any
Borrower  Party or any other Person having an ownership or security interest  in
the  Individual  Property (each, a "Bankruptcy Party") which seeks  liquidation,
reorganization  or  other  relief with respect to  it  or  its  debts  or  other
liabilities  under  any  bankruptcy, insolvency or  other  similar  law  now  or
hereafter in effect or seeks the appointment of a trustee, receiver, liquidator,
custodian  or  other  similar official of it or any of its  property,  and  such
involuntary case or other proceeding shall remain undismissed or unstayed for  a
period  of  ninety (90) days; or an order for relief against a Bankruptcy  Party
shall be entered in any such case under the Federal Bankruptcy Code.
          
          Section 11.10  Voluntary Petitions, Etc.  Commencement by a Bankruptcy
Party   of   a   voluntary   case  or  other  proceeding  seeking   liquidation,
reorganization  or  other relief with respect to itself or its  debts  or  other
liabilities under any bankruptcy, insolvency or other similar law or seeking the
appointment  of  a  trustee, receiver, liquidator, custodian  or  other  similar
official for it or any of its property, or consent by a Bankruptcy Party to  any
such  relief or to the appointment of or taking possession by any such  official
in  an  involuntary case or other proceeding commenced against it, or the making
by  a Bankruptcy Party of a general assignment for the benefit of creditors,  or
the  failure  by a Bankruptcy Party, or the admission by a Bankruptcy  Party  in
writing of its inability, to pay its debts generally as they become due, or  any
action by a Bankruptcy Party to authorize or effect any of the foregoing;
          
          Section  11.11   Ground Lease Rent.  If Borrower  shall  fail  in  the
payment  of  any  rent,  additional rent or other charge mentioned  in  or  made
payable  by  any Ground Lease as and when such rent or other charge is  payable,
unless  Borrower has deposited with Lender pursuant to Section 3.1(e)  hereof  a
sufficient amount of funds to pay such amounts prior to their due dates.
          
          Section 11.12  Ground Lease Default.  If there shall occur any  "Event
of  Default" by Borrower, as tenant under any Ground Lease, in the observance or
performance of any term, covenant or condition of a Ground Lease on the part  of
Borrower,  to be observed or performed, and said default is not cured  prior  to
the expiration of any applicable grace period therein provided, or if any one or
more  of the events referred to in a Ground Lease shall occur which would  cause
the Ground Lease to terminate without notice or action by the landlord under the
applicable  Ground Lease or which would entitle the Ground Lessor  to  terminate
the  Ground Lease and the term thereof by giving notice to Borrower,  as  tenant
thereunder,  or  if the leasehold estate created by any Ground  Lease  shall  be
surrendered or any Ground Lease shall be terminated or canceled for  any  reason
or  under  any  circumstances whatsoever, or if any of the terms,  covenants  or
conditions  of  any  Ground  Lease shall in any  manner  be  modified,  changed,
supplemented, altered, or amended without the consent of Lender.
          
          Section  11.13  Secured Credit Line .  If prior to  a  Securitization,
there  shall  occur  any default by the REIT, the Operating Partnership  or  any
other  borrower  in  the  observance or performance of  any  term,  covenant  or
condition  of  the  Credit  Agreement to be observed  or  performed  beyond  the
expiration of any applicable grace and/or notice period required thereunder.
          
          Section  11.14  Covenants.  Borrower's failure to perform  or  observe
any of the agreements and covenants contained in this Agreement or in any of the
other Loan Documents and not specified above in Sections 11.1 to 11.13, and  the
continuance of such failure for ten (10) days after written notice by Lender  to
Borrower;  however,  subject to any shorter period for  curing  any  failure  by
Borrower  as  expressly specified in any of the other Loan  Documents,  Borrower
shall  have  an  additional ninety (90) days to cure such failure  if  (a)  such
failure  does not involve the failure to make payments on a monetary obligation;
(b)  such  failure cannot reasonably be cured within ten (10) days; (c) Borrower
is  diligently undertaking to cure such default, and (d) Borrower  has  provided
Lender  with security reasonably satisfactory to Lender against any interruption
of payment or impairment of collateral as a result of such continuing failure.
                                        
                                        
                                   ARTICLE 12
                                        
                                    REMEDIES
          
          Section  12.1   Remedies - Insolvency Events.  Upon the occurrence  of
any  Event of Default described in Section 11.9 or 11.10, all amounts due  under
the Loan Documents immediately shall become due and payable, all without written
notice  and without presentment, demand, protest, notice of protest or dishonor,
notice  of intent to accelerate the maturity thereof, notice of acceleration  of
the  maturity thereof, or any other notice of default of any kind, all of  which
are hereby expressly waived by Borrower.
          
          Section 12.2  Remedies - Other Events.
          
          (a)   Except  as set forth in Section 12.1 above, while any  Event  of
Default exists, Lender may (i) declare the entire Loan to be immediately due and
payable  without  presentment, demand, protest, notice of protest  or  dishonor,
notice  of intent to accelerate the maturity thereof, notice of acceleration  of
the  maturity thereof, or other notice of default of any kind, all of which  are
hereby  expressly waived by Borrower, and (ii) exercise all rights and  remedies
therefor under the Loan Documents and at law or in equity.
          
          (b)   With  respect to Borrower and the Properties, nothing  contained
herein  or in any other Loan Document shall be construed as requiring Lender  to
resort  to  any Individual Property for the satisfaction of any of the  Debt  in
preference  or  priority to any other Individual Property, and Lender  may  seek
satisfaction  out of all of the Properties or any part thereof, in its  absolute
discretion  in  respect of the Debt.  In addition, Lender shall have  the  right
from  time  to time to partially foreclose the Mortgages in any manner permitted
by  law  and  for any amounts secured by the Mortgages then due and  payable  as
determined  by Lender in its sole discretion including, without limitation,  the
following  circumstances:   (i)  in  the  event  Borrower  defaults  beyond  any
applicable  grace  period in the payment of one or more  scheduled  payments  of
principal and interest, Lender may foreclose the Mortgages against one  or  more
of the Individual Properties to recover such delinquent payments, or (ii) in the
event  Lender  elects  to accelerate less than the entire outstanding  principal
balance  of the Loan, Lender may foreclose the Mortgages against one or more  of
the  Individual  Properties to recover so much of the principal balance  of  the
Loan  as  Lender may accelerate and such other sums secured by the  Mortgage  as
Lender  may  elect.   Notwithstanding  one or  more  partial  foreclosures,  the
Properties  shall  remain subject to the Mortgages to  secure  payment  of  sums
secured by the Mortgages and not previously recovered.
          
          (c)   Lender shall have the right from time to time to sever the  Note
and  the  other  Loan Documents into one or more separate notes,  mortgages  and
other security documents in such denominations as Lender shall determine in  its
sole  discretion (the "Severed Loan Documents") for purposes of  evidencing  and
enforcing its rights and remedies provided hereunder (or effectuating more  than
one  Securitization  as  provided in Section 14.4(d)  hereof).   Borrower  shall
execute  and deliver to Lender from time to time, promptly after the request  of
Lender,  a  severance  agreement  and  such  other  documents  as  Lender  shall
reasonably  request in order to effect the severance described in the  preceding
sentence, all in form and substance reasonably satisfactory to Lender.  Borrower
hereby  absolutely  and  irrevocably appoints Lender  as  its  true  and  lawful
attorney,  coupled with an interest, in its name and stead to make  and  execute
all documents necessary or desirable to effect the aforesaid severance, Borrower
ratifying  all  that its said attorney shall do by virtue thereof in  compliance
with  this Section 12.2(c); provided, however, Lender shall not make or  execute
any  such documents under such power until three (3) Business Days after  notice
has  been given to Borrower by Lender of Lender's intent to exercise its  rights
under  such power.  Borrower shall not be obligated to pay any costs or expenses
incurred  in connection with the preparation, execution, recording or filing  of
the  Severed  Loan Documents (other than those set forth in Section 14.4(e)  and
the  Severed Loan Documents shall not change the interest rate, the term of  the
Loan  or  any other material economic term of the Loan Documents and  shall  not
contain  any representations, warranties or covenants not contained in the  Loan
Documents  and any such representations and warranties contained in the  Severed
Loan Documents will be given by Borrower only as of the Closing Date.
          
          Section  12.3  Lender's Right to Perform the Obligations.  If Borrower
shall fail, refuse or neglect to make any payment or perform any act required by
the  Loan Documents, then while any Event of Default exists, and without  notice
to  or  demand  upon Borrower and without waiving or releasing any other  right,
remedy or recourse Lender may have because of such Event of Default, Lender  may
(but  shall not be obligated to) make such payment or perform such act  for  the
account  of  and at the expense of Borrower, and shall have the right  to  enter
upon  the  applicable Individual Property for such purpose and to take all  such
action thereon and with respect to the applicable Individual Property as it  may
deem  necessary or appropriate.  If Lender shall elect to pay any sum  due  with
reference to the applicable Individual Property, Lender may do so in reliance on
any  bill,  statement  or assessment procured from the appropriate  governmental
authority  or  other  issuer  thereof without inquiring  into  the  accuracy  or
validity  thereof.   Similarly, in making any payments to protect  the  security
intended  to  be  created by the Loan Documents, Lender shall not  be  bound  to
inquire  into  the validity of any apparent or threatened adverse  title,  lien,
encumbrance,  claim  or  charge before making an  advance  for  the  purpose  of
preventing  or  removing  the same.  Borrower shall  indemnify  Lender  for  all
losses,  expenses,  damages, claims and causes of action,  including  reasonable
attorneys' fees, incurred or accruing by reason of any acts performed by  Lender
pursuant  to  the  provisions of this Section 12.3.  All  sums  paid  by  Lender
pursuant to this Section 12.3, and all other sums expended by Lender to which it
shall  be  entitled  to be indemnified, together with interest  thereon  at  the
Default  Rate  from  the date of such payment or expenditure until  paid,  shall
constitute  additions to the Loan, shall be secured by the  Loan  Documents  and
shall be paid by Borrower to Lender promptly upon demand.
          
          Section   12.4   Cross-Default;  Cross-Collateralization;  Waiver   of
Marshalling of Assets.
          
          (a)   The Borrower acknowledges that Lender has made the Loan  to  the
Borrower upon the security of its collective interest in the Properties  and  in
reliance  upon the aggregate of the Properties taken together being  of  greater
value  as  collateral security than the sum of the Properties taken  separately.
The  Borrower agrees that each Mortgage with respect to each Individual Property
is  and will be cross-collateralized and cross-defaulted with the Mortgage  with
respect to each other Individual Property so that (i) an Event of Default  under
any  Mortgage  shall  constitute  an Event  of  Default  with  respect  to  each
Individual Property secured by the Mortgages; (ii) an Event of Default under the
Note  or  this  Loan Agreement shall constitute an Event of Default  under  each
Mortgage with respect to each Individual Property; and (iii) the Mortgages shall
constitute security for the Note as if a single blanket lien were placed on  all
of the Individual Properties as security for the Note.
          
          (b)   To the fullest extent permitted by law, Borrower, for itself and
its successors and assigns, waives all rights to a marshalling of the assets  of
Borrower, Borrower's partners and others with interests in Borrower, and of  the
Properties,  or  to  a  sale  in inverse order of alienation  in  the  event  of
foreclosure of the Mortgages, and agrees not to assert any right under any  laws
pertaining  to  the  marshalling  of  assets,  the  sale  in  inverse  order  of
alienation, homestead exemption, the administration of estates of decedents,  or
any  other  matters whatsoever to defeat, reduce or affect the right  of  Lender
under  the Loan Documents to a sale of the Properties for the collection of  the
Debt  without  any prior or different resort for collection or of the  right  of
Lender  to the payment of the Debt out of the net proceeds of the Properties  in
preference  to  every  other claimant whatsoever.  In  addition,  Borrower,  for
itself and its successors and assigns, waives in the event of foreclosure of the
Mortgages,  any equitable right otherwise available to the Borrower which  would
require  the  separate sale of the Properties or require Lender to  exhaust  its
remedies  against any Individual Property or any combination of  the  Properties
before  proceeding  against  any other Individual  Property  or  combination  of
Properties;  and  further  in the event of such foreclosure  the  Borrower  does
hereby  expressly consents to and authorizes, at the option of the  Lender,  the
foreclosure  and  sale either separately or together of any combination  of  the
Properties.
          
          (c)    The  Borrower  acknowledges  and  agrees  that  the  Individual
Properties at Wyoming Valley and Logan Valley are subject to a mortgage securing
the  Credit Line Note and Credit Line Loan Agreement and the properties  subject
to  the  Credit  Line Mortgage are also securing a portion of the  Debt  in  the
amount   previously   evidenced  by  the  Interim  Loan  Agreement.    Until   a
Securitization occurs, (i) an Event of Default under the Credit  Line  Note  and
Credit  Line  Loan  Agreement shall constitute an event of  default  under  this
Agreement  and  (ii) an Event of Default under the Note or this Agreement  shall
constitute an event of default under the Credit Line Note and Credit  Line  Loan
Agreement.
          
          (d)  Upon  the occurrence of a Securitization, the mortgages  recorded
at  Wyoming  Valley and Logan Valley securing the Credit Line  Note  and  Credit
Agreement  and  the  mortgages  securing this  Loan  and  recorded  against  the
properties securing the Credit Line Note and Credit Agreement will no longer  be
cross-collateralized or cross-defaulted with each other.  Borrower hereby agrees
to  execute  such  additional  documents as reasonably  required  by  Lender  to
effectuate  such  un-crossing of the loans and shall pay  all  reasonable  costs
actually incurred by Lender in connection therewith, including, but not  limited
to  reasonable  attorneys'  fees.   To the  fullest  extent  permitted  by  law,
Borrower,  for  itself and its successors and assigns, waives all  rights  to  a
marshalling  of  the  assets of Borrower, Borrower's partners  and  others  with
interests in Borrower, and of the properties and agrees not to assert any  right
under any laws pertaining to the marshalling of assets.
          
          (e)  Notwithstanding anything to the contrary contained herein, Lender
shall  not  release the mortgages recorded at Wyoming Valley  and  Logan  Valley
securing the Credit Line Note and Credit Agreement (other than (i) a release  of
an Option Parcel pursuant to Section 2.8 hereof, (ii) a release of an Out-Parcel
pursuant  to  Section  2.9  hereof, (iii) a release  of  a  Construction  Parcel
pursuant to Section 2.10 hereof and (iv) a prepayment pursuant to Section 5.3(c)
hereof), during such time as such mortgages are cross-collateralized and  cross-
defaulted  with  the  mortgages  securing this Loan  and  recorded  against  the
properties securing the Credit Line Note and Credit Agreement unless  each  such
mortgages have been released or will be simultaneously released.
                                        
                                        
                                   ARTICLE 13
                                        
                            LIMITATIONS ON LIABILITY
          
          Section  13.1   Limitation on Liability.  Except  as  provided  below,
Borrower's  liability  for  amounts  due  under  the  Loan  Documents  will   be
enforceable only against the Borrower's interest in the Properties  and  in  the
other  property  subject  to the liens and security  interests  granted  by  the
Mortgages  and  other  Loan Documents and Lender may not  enforce  any  judgment
obtained  under  the Loan Documents against any other assets  of  the  Borrower.
Notwithstanding the foregoing limitation, Borrower shall be personally liable to
Lender  for  any  deficiency,  loss or damage suffered  by  Lender  because  of:
(a)  Borrower's  commission of a criminal act, (b) the failure  to  comply  with
provisions  of the Loan Documents prohibiting the sale, transfer or  encumbrance
of  an  Individual  Property, or any direct or indirect  ownership  interest  in
Borrower; (c) the misapplication by Borrower or any Borrower Party of any  funds
derived  from  an  Individual Property, including security  deposits,  insurance
proceeds and condemnation awards; (d) the fraud or material misrepresentation by
Borrower  or  any Borrower Party now or hereafter made in or in connection  with
the  Loan  Documents  or  the  Loan  including any  statements  or  certificates
delivered under the Loan Documents; (e) Borrower's collection of rents more than
one  month in advance or entering into or modifying Leases, or receipt of monies
by  Borrower  or any Borrower Party in connection with the modification  of  any
Leases,  in  violation  of this Agreement or any of the  other  Loan  Documents;
(f)  Borrower's  failure to apply proceeds of rents or  any  other  payments  in
respect of the Leases and other income of an Individual Property to the costs of
maintenance and operation of an Individual Property and to the payment of taxes,
lien  claims, insurance premiums, Debt Service and other amounts due  under  the
Loan  Documents; (g) Borrower's interference without the right  to  do  so  with
Lender's  exercise  of  rights  under  the  Assignment  of  Leases  and   Rents;
(h) Borrower's failure to maintain insurance as required by this Agreement or to
pay  any  taxes or assessments affecting an Individual Property; (i)  damage  or
destruction  to  an  Individual Property caused by  the  acts  or  omissions  of
Borrower, its agents, employees, or contractors; (j) Borrower's obligations with
respect  to  environmental  matters  under Article  6;  and  (k)  any  brokerage
commission  or  finder's  fees  claimed  in  connection  with  the  transactions
contemplated by the Loan Documents unless claiming by, through or under  someone
other  than  the  Borrower, and Lender may enforce any  judgment  obtained  with
respect  to  such personal liability of Borrower against any assets of  Borrower
without  regard  to  the  limitation  expressed  in  the  immediately  preceding
sentence.
          
          Notwithstanding anything to the contrary in this Agreement,  the  Note
or  any of the Loan Documents, (i) Lender shall not be deemed to have waived any
right  which Lender may have under Section 506(a), 506(b), 1111(b) or any  other
provisions  of the U.S. Bankruptcy Code to file a claim for the full  amount  of
the  Debt  secured  by  the Mortgages or to require that  all  collateral  shall
continue  to secure all of the Debt owing to Lender in accordance with the  Loan
Documents,  and (ii) the Debt shall be fully recourse to Borrower in  the  event
that:   (A) there is a default under Sections 11.9 or 11.10 hereof; (B) Borrower
fails  to obtain Lender's prior written consent to any subordinate financing  or
other  voluntary lien encumbering any Individual Property; or (C) Borrower fails
to  obtain  Lender's  prior  written consent to  any  assignment,  transfer,  or
conveyance of any Individual Property or any interest therein as required by the
Loan Documents.
          
          Section  13.2   Limitation on Liability of Officers,  Employees,  Etc.
Any  obligation or liability whatsoever of Lender which may arise  at  any  time
under  this Agreement or any other Loan Document shall be satisfied, if at  all,
out  of the Lender's assets only.  No obligation or liability of either Borrower
or Lender shall be personally binding upon, nor shall resort for the enforcement
thereof  be had to, the property of any of such party's shareholders, directors,
officers,  employees  or  agents,  regardless  of  whether  such  obligation  or
liability is in the nature of contract, tort or otherwise.
                                        
                                        
                                   ARTICLE 14
                                        
                               SPECIAL PROVISIONS
          
          Section 14.1  Achievements.  The Borrower, upon the request of Lender,
shall  terminate the Manager, without penalty or fee, if at any time during  the
Loan  (a)  the Net Operating Income, as of the last day of any calendar quarter,
based  on  the immediately preceding twelve (12) month period ending  with  such
calendar quarter, is less than 80% of Net Operating Income at the time  of  Loan
closing, (b) the Manager shall become insolvent or a debtor in any bankruptcy or
insolvency  proceeding,  (c)  there exists  an  Event  of  Default  or  (d)  the
Anticipated  Repayment Date occurs and the Debt remains  outstanding.   At  such
time  as the Manager may be removed, a replacement manager, acceptable to Lender
in its sole discretion and confirmed by the Rating Agencies in writing that such
replacement   manager   will  not  result  in  a  downgrading,   withdrawal   or
qualification  of  the respective ratings in effect immediately  prior  to  such
replacement  for  the  Securities issued in connection with  the  Securitization
which  are then outstanding, shall assume management of the Properties and shall
receive a property management fee not to exceed then current market rates.

          Section 14.2  Permitted Transfers.
          
          (a)   Notwithstanding  anything to the contrary contained  in  Section
10.1 hereof or in the Mortgages, the Lender's consent shall not be required  for
any  of  the  following sales, transfers, assignments, pledges,  conveyances  or
encumbrances  so long as Lender has received payment in full of all  its  actual
expenses  incurred in connection therewith:  (i)  with respect to the REIT,  (A)
any  transfer,  sale,  pledge  (including the  exercise  thereof),  encumbrance,
assignment  or conveyance (collectively, a "Transfer") of all or any portion  of
any  shares  of beneficial interests of the REIT, and (B) issuance of additional
shares  of beneficial interest in the REIT, even if such issuance results  in  a
reduction  of the partnership interest of the REIT in the Operating  Partnership
(a  "Reduction") so long as the REIT continues to own greater than  50%  of  the
voting interest in the Operating Partnership; (ii) with respect to the Operating
Partnership,  any  Transfer  (A) to an Affiliate  or  to  any  Person  owned  or
controlled  by  Frank  Pasquerilla  or Mark Pasquerilla  or  to  any  Person  in
connection  with  an acquisition of such Person, by merger,  share  exchange  or
otherwise, directly or indirectly, by the REIT, shall be permissible without the
prior  written consent of the Lender so long as no Event of Default has occurred
and  is  continuing, and (B) to any other Person shall be permissible  with  the
prior written consent of Lender which consent shall not be unreasonably withheld
so  long  as  no  Event of Default has occurred and is continuing  if  (x)  with
respect  to  any  Transfer  of limited partnership interests  in  the  Operating
Partnership,  after giving effect to such Transfer or series  of  Transfers  the
REIT owns more than 50% of the voting interest in the Operating Partnership, (y)
with  respect to the issuance of additional limited partnership units  or  other
securities, even if such issuance results in a Reduction, the REIT continues  to
own  more than 50% of the voting interest in the Operating Partnership; and  (z)
the  transaction  is  a  Fundamental Transaction;  and  (iii)  with  respect  to
Borrower, any Transfer of the limited partnership interest therein to the  REIT,
or  Affiliate  thereof,  provided  that a  non-consolidation  opinion  has  been
delivered  that is acceptable to Lender and the Rating Agencies;  and  provided,
further,  that  Borrower continues to be owned by the same  respective  ultimate
owners.  Notwithstanding the provisions of clause 14.2(a)(ii)(A) to the contrary
and  subject  to the remaining terms of this Section 14.2, with respect  to  the
Operating Partnership, a Transfer to an Affiliate, the Borrower, the REIT, or to
any Person owned or Controlled by Frank Pasquerilla or Mark Pasquerilla shall be
permitted  following the occurrence and continuance of an Event  of  Default  so
long  as  such  Transfer does not exceed 6.5% of the ownership interest  in  the
Operating  Partnership  in  the aggregate and is made  in  connection  with  the
exercise  of  management share options in the ordinary course of  the  Operating
Partnership's business.
          
          (b)  As used herein, the term "Fundamental Transaction" shall mean any
acquisition  by,  merger  with  or  consolidation  with  or  into,  or  sale  of
substantially all of its assets to, an entity ("Transferee") if:
                    
                    (i)   Transferee owns, directly or indirectly, substantially
          all the assets which the Operating Partnership owned immediately prior
          to the effective date of such merger, consolidation or sale;
                    
                    (ii)  Transferee agrees in writing to assume all obligations
          of  the  Operating Partnership under the Loan Documents to  which  the
          Operating Partnership is a party;
                    
                    (iii)     Intentionally Omitted;
                    
                    (iv) Transferee has executive officers reasonably acceptable
          to Lender;
                    
                    (v)   Lender has received confirmation in writing that  such
          Transferee   is  not  subject  to  on-going  criminal  or   bankruptcy
          proceedings;
                    
                    (vi)  Transferee is a Qualified Resultant Owner (hereinafter
          defined)  and,  if  a Securitization has occurred,  the  Servicer  has
          received  written  confirmation from the  Rating  Agencies  that  such
          Transfer will not result in qualification, downgrade or withdrawal  of
          the then current ratings assigned to the Securities;
                    
                    (vii)      The  property manager after such  transaction  is
          either  the  Operating Partnership or an Affiliate or is  a  prominent
          nationally  recognized professional management company  which  at  the
          time of its engagement as manager shall be the property manager for at
          least  10  regional  malls containing at least six  million  aggregate
          leaseable square feet (inclusive of anchor stores but exclusive of the
          Properties)  and, if a Securitization has occurred, the  Servicer  has
          received  written  confirmation from the  Rating  Agencies  that  such
          manager  will not result in qualification, downgrade or withdrawal  of
          the then current ratings assigned to the Securities;
                    
                    (viii)     The  Properties will be  owned  by  one  or  more
          special  purpose  bankruptcy remote entities and  a  non-consolidation
          opinion  acceptable  to  Lender  and  the  Rating  Agencies  has  been
          delivered;
                    
                    (ix) 60 days' notice to Lender has been given; and
                    
                    (x)   Borrowers  shall  remain owned by  the  same  ultimate
          owners,  respectively,  and  the owner of  the  fee  interest  in  the
          Individual  Properties known as Logan Valley Mall located in  Altoona,
          Pennsylvania   and  Wyoming  Valley  Mall  located  in   Wilkes-Barre,
          Pennsylvania shall be the Operating Partnership.
          
          (c)   As  used herein, a "Qualified Resultant Owner" means any one  or
more of the following persons who own, individually or collectively, at least  a
51% beneficial interest in and control of the Transferee:  a person that (A)  is
or  is  controlled by either a pension fund, pension fund advisor, an  insurance
company, a national money center (with total assets of at least $45 billion), or
a  person  who's long-term unsecured debt is rated at least investment grade  by
each  of  the  Rating  Agencies,  (B) has  a  current  net  worth  of  at  least
$250,000,000 and total real estate assets of at least $500,000,000, in each case
exclusive of the Properties (or in the case of a pension fund advisor,  controls
$1  billion  in  real  estate  assets),  and  (C)  controls  (exclusive  of  the
Properties)  at  least 10 regional malls containing in the  aggregate  at  least
6,000,000 square feet of leaseable space.
          
          (d)   Lender's  consent  to  the sale or  transfer  of  an  Individual
Property  will  not be unreasonably withheld if such sale occurs  in  connection
with  the  sale  of all other Properties encumbered by the Mortgages  and  after
consideration of all relevant factors, provided that:
               
               (i)  no Event of Default or event which with the giving of notice
                    or  the passage of time would constitute an Event of Default
                    shall have occurred and remain uncured;
               
               (ii) the  proposed transferee ("Transferee") shall be a reputable
                    entity  or  person  of  good character,  creditworthy,  with
                    sufficient   financial  worth  considering  the  obligations
                    assumed and undertaken, as evidenced by financial statements
                    and other information reasonably requested by Lender;
               
               (iii)the  Transferee  and its property manager  shall  have
                    sufficient  experience in the ownership  and  management  of
                    properties  similar  to the Property, and  Lender  shall  be
                    provided  with  reasonable  evidence  thereof  (and   Lender
                    reserves  the  right  to  approve  the  Transferee   without
                    approving the substitution of the property manager);
               
               (iv) Lender  shall have confirmations in writing from the  Rating
                    Agencies to the effect that such transfer will not result in
                    a  re-qualification, downgrade or withdrawal of  any  rating
                    initially assigned or to be assigned in a Securitization;
               
               (v)  Lender  shall  have  received evidence  satisfactory  to  it
                    (which  shall  include  a  legal  non-consolidation  opinion
                    acceptable  to  Lender) that the single purpose  nature  and
                    bankruptcy   remoteness   of  Borrower   its   shareholders,
                    partners,  or  members, as the case may be,  following  such
                    transfers are in accordance with the standards of the Rating
                    Agencies;
               
               (vi) the  Transferee shall have executed and delivered to  Lender
                    an  assumption  agreement in form and  substance  reasonably
                    acceptable to Lender, evidencing such Transferee's agreement
                    to  abide  and  be  bound  by the terms  of  the  Note,  the
                    Mortgages  and the other Loan Documents, together with  such
                    legal  opinions and title insurance endorsements as  may  be
                    reasonably requested by Lender; and
               
               (vii)      Lender shall have received reimbursement of all  costs
                    and  expenses  incurred by Lender in  connection  with  such
                    assumption (including reasonable attorney's fees and  costs)
                    and  in addition an assumption fee equal to one percent (1%)
                    of  the then unpaid principal balance of the Note which will
                    be credited toward the payment of such costs and expenses.
          
          Section  14.3   Servicer.  At the option of Lender, the  Loan  may  be
serviced  by  a  Servicer/Trustee ("Servicer") selected by Lender.   Lender  may
delegate all or any portion of its responsibilities under this Agreement and the
other  Loan  Documents  to  the  Servicer  pursuant  to  a  servicing  agreement
("Servicing Agreement") between Lender and Servicer provided that Borrower shall
not be separately charged for any servicing fees.
          
          Section 14.4  Securitization
          
          At  the  request  of  the holder of the Note and, to  the  extent  not
already required to be provided by Borrower under this Agreement, Borrower shall
use commercially reasonable efforts to satisfy the market standards to which the
holder  of  the Note customarily adheres or which may be reasonably required  in
the marketplace or by the Rating Agencies in connection with the sale of all  or
a  portion  of the Note, the participation therein or in one or more  successful
securitizations  of  rated single or multi-class securities  (the  "Securities")
secured by or evidencing ownership interests in the Note and the Mortgages (such
sale,  participation  and/or  securitization,  a  "Securitization"),  including,
without limitation, to:
          
          (a)       (i)   provide  such  financial and  other  information  with
                    respect to the Properties, the Borrower and the Manager,
               
               (ii) provide budgets relating to the Properties, and
               
               (iii)     perform or permit or cause to be performed or permitted
                    such    site   inspection,   appraisals,   market   studies,
                    environmental  reviews  and  reports  (Phase  I's  and,   if
                    appropriate, Phase II's), engineering reports and other  due
                    diligence  investigations  of  the  Properties,  as  may  be
                    reasonably requested by the holder of the Note or the Rating
                    Agencies or as may be necessary or appropriate in connection
                    with  the Securitization (the "Securitization Information"),
                    together, if customary, with appropriate verification and/or
                    consents  of the Securitization Information through  letters
                    of  auditors or opinions of counsel of independent attorneys
                    acceptable to the Lender and the Rating Agencies;
          
          (b)  cause counsel to render opinions, which may be relied upon by the
holder of the Note, the Rating Agencies and their respective counsel, agents and
representatives, as to non-consolidation, fraudulent conveyance, and  true  sale
or  any  other opinion customary in securitization transactions with respect  to
the Properties and Borrower and its affiliates, which counsel and opinions shall
be reasonably satisfactory to the holder of the Note and the Rating Agencies;
          
          (c)   make such representations and warranties as of the closing  date
of  the  Securitization with respect to the Properties, Borrower, and  the  Loan
Documents as are customarily provided in securitization transactions and as  may
be  reasonably  requested by the holder of the Note or the Rating  Agencies  and
consistent with the facts covered by such representations and warranties as they
exist on the date thereof, including the representations and warranties made  in
the Loan Documents; and
          
          (d)   execute  such  amendments to the Loan Documents  (including  the
execution  and  delivery  of  Severed Loan  Documents  for  purposes  of  Lender
effectuating  more  than  one  Securitization of the  Loan)  and  organizational
documents  as may be requested by the holder of the Note or the Rating  Agencies
or  otherwise  to effect a Securitization; provided, however, that the  Borrower
shall  not be required to modify or amend any Loan Document if such modification
or  amendment  would (i) change the interest rate, the stated  maturity  or  the
amortization  of  principal  of the Loan, or (ii)  modify  or  amend  any  other
material economic term of the Loan or increase the liability of any Borrower  or
Joinder Party.
          
          (e)   All  third  party  costs  and expenses  incurred  by  Lender  in
connection with Borrower's complying with requests made under this Section  14.4
shall  be  paid by the Lender, other than Borrower's attorneys' and accountants'
costs  and expenses which shall be paid by Borrower.  Lender and Borrower  shall
pay  their  respective internal costs and expenses in connection with Borrower's
complying with the requests made pursuant to this Section 14.4.
          
          Section 14.5  Securitization Indemnification.
          
          (a)    Borrower   understands  that  certain  of  the   Securitization
Information and the financial reports relating to the Properties may be included
in  disclosure  documents  in  connection with  the  Securitization,  including,
without limitation, a private placement memorandum (an "Offering Document")  and
may  be provided or made available to investors or prospective investors in  the
Securities,  the  Rating  Agencies,  and  service  providers  relating  to   the
Securitization.   In  the event that the Offering Document  is  required  to  be
revised  prior  to the sale of all Securities, the Borrower will cooperate  with
the  holder  of  the  Note in updating the Offering Document  by  providing  all
current  information reasonably necessary to keep the Offering Document accurate
and complete in all material respects.
          
          (b)    Borrower,   the  REIT  and  the  Operating   Partnership   (the
"Indemnifying  Parties")  each agree to provide in  connection  with  the  final
private placement memorandum an indemnification certificate (A) certifying  that
Borrower  has  carefully examined such memorandum and the sections and  exhibits
therein  that  describe the Properties, the Borrower and the  Manager  and  such
sections and exhibits do not contain any untrue statement of a material fact  or
omit to state a material fact necessary in order to make the statements made, in
the  light of the circumstances under which they were made, not misleading,  (B)
indemnifying Lender and each person or entity who controls the Lender within the
meaning of Section 15 of the Securities Act of 1933, as amended (the "Securities
Act")  or  Section 20 of the Securities Exchange Act of 1934,  as  amended  (the
"Exchange  Act")  (collectively, the "Lender Group"), and each  placement  agent
placing the Securities (each a "Placement Agent"), each person who controls each
Placement  Agent  within  the meaning of Section 15 of the  Securities  Act  and
Section  20  of  the  Exchange Act (collectively, the "Underwriter  Group",  and
together  with  the  Lender Group, the "Indemnified Parties")  for  any  losses,
claims,  damages  or  liabilities (the "Liabilities") to which  the  Indemnified
Parties may become subject insofar as the Liabilities arise out of or are  based
upon  any  untrue statement of any material fact contained in such  sections  or
arise  out  of  or are based upon the omission to state therein a material  fact
required  to  be  stated in such sections or necessary  in  order  to  make  the
statements  in such sections or in light of the circumstances under  which  they
were  made,  not  misleading (regardless of whether  such  information  is  also
included  in  or  is  derived from an Unrelated Third Party Report  (as  defined
below))  and (C) agreeing to reimburse the Indemnified Parties for any legal  or
other expenses reasonably incurred by the Indemnified Parties in connection with
investigating or defending the Liabilities; provided, however, the  Indemnifying
Parties  shall  not be liable for any information contained in any  third  party
reports  prepared by parties not engaged by an Indemnifying Party (an "Unrelated
Third-Party  Provider,"  and  such  report, an "Unrelated  Third-Party  Report")
unless  such  information  is  based  on written  information  delivered  by  an
Indemnifying  Party  or its representatives to the Third-Party  Provider.   This
indemnity  agreement will be in addition to any other liability  which  Borrower
may otherwise have.
          
          (c)  Reserved.
          
          (d)  Promptly after receipt by an Indemnified Party under this Section
14.5  of notice of the commencement of any action, such Indemnified Party  will,
if a claim in respect thereof is to be made against the Indemnifying Party under
this  Section 14.5, notify the Indemnifying Party in writing of the commencement
thereof,  but the omission to so notify the Indemnifying Party will not  relieve
the  Indemnifying Party from any liability which the Indemnifying Party may have
to  any  Indemnified Party hereunder except to the extent that failure to notify
causes  prejudice to the Indemnifying Party.  In the event that  any  action  is
brought against any Indemnified Party, and it notifies the Indemnifying Party of
the  commencement thereof, the Indemnifying Party will be entitled, jointly with
any other Indemnifying Party, to participate therein and, to the extent that  it
(or  they)  may  elect  by  written notice delivered to  the  Indemnified  Party
promptly  after receiving the aforesaid notice from such Indemnified  Party,  to
assume  the defense thereof with counsel satisfactory to such Indemnified Party.
After  notice from the Indemnifying Party to such Indemnified Party  under  this
Section 14.5, the Indemnifying Party shall be responsible for any legal or other
expenses subsequently incurred by such Indemnified Party in connection with  the
defense thereof other than reasonable costs of investigation; provided, however,
if  the defendants in any such action include both the Indemnified Party and the
Indemnifying  Party  and the Indemnified Party shall have  reasonably  concluded
that  there  are  any  legal defenses available to it and/or  other  indemnified
parties  that  are  different  from or additional  to  those  available  to  the
Indemnifying  Party, the Indemnified Party or parties shall have  the  right  to
select  separate  counsel  to  assert  such  legal  defenses  and  to  otherwise
participate in the defense of such action on behalf of such Indemnified Party or
parties.   The Indemnifying Party shall not be liable for the expenses  of  more
than  one  separate  counsel unless an Indemnified Party shall  have  reasonably
concluded  that there may be legal defenses available to it that  are  different
from or additional to those available to another Indemnified Party.
          
          (e)   In  order  to  provide  for just and equitable  contribution  in
circumstances  in which the indemnity agreement provided for in Section  14.5(b)
or  (c)  is for any reason held to be unenforceable by an Indemnified  Party  in
respect  of  any  losses, claims, damages or liabilities (or action  in  respect
thereof)  referred  to  therein  which would otherwise  be  indemnifiable  under
Section 14.5(b) or (c), the Indemnifying Parties shall contribute to the  amount
paid  or  payable  by the Indemnified Party as a result of such losses,  claims,
damages  or liabilities (or action in respect thereof); provided, however,  that
no  person guilty of fraudulent misrepresentation (within the meaning of Section
11(f)  of the Securities Act) shall be entitled to contribution from any  person
who  was  not  guilty of such fraudulent misrepresentation.  In determining  the
amount  of  contribution  to  which the respective  parties  are  entitled,  the
following  factors shall be considered:  (i) Lender's and Indemnifying  Parties'
relative knowledge and access to information concerning the matter with  respect
to  which  claim was asserted; (ii) the opportunity to correct and  prevent  any
statement  or omission; and (iii) any other equitable considerations appropriate
in  the circumstances.  Lender and Indemnifying Parties agree that it would  not
be  equitable if the amount of such contribution were determined by pro rata  or
per capita allocation.
          
          (f)   The liabilities and obligations of the Indemnifying Parties  and
Lender  under this Section 14.5 shall survive the termination of this  Agreement
and the satisfaction and discharge of the Debt.
                                        
                                        
                                   ARTICLE 15
                                        
                                  MISCELLANEOUS
          
          Section  15.1  Notices.  Any notice required or permitted to be  given
under  this Agreement shall be in writing and shall be mailed by certified mail,
postage  prepaid,  return receipt requested, or sent by  overnight  air  courier
service, or personally delivered to a representative of the receiving party,  or
sent  by  telecopy (provided an identical notice is also sent simultaneously  by
mail,  overnight  courier, or personal delivery as otherwise  provided  in  this
Section  15.1).   All  such communications shall be mailed, sent  or  delivered,
addressed to the party for whom it is intended at its address set forth below.
          
        If to Borrower:  Crown American Financing Partnership, L.P.
                         Crown American WL Associates, L.P.
                         Pasquerilla Plaza
                         Johnstown, Pennsylvania  15901
                         
                         Attention:                    Chief Financial Officer
                         Telecopy:                     (814) 535-9336
          
          If to Lender:  c/o GE Capital Loan Services, Inc.
                         363 N. Sam Houston Parkway East
                         Suite 200
                         Houston, Texas 77060
          
                         Attention:                    Legal Department
                         Telecopy:                     281-405-7415

Any  communication so addressed and mailed shall be deemed to be  given  on  the
earliest  of  (a) when actually delivered, (b) on the first Business  Day  after
deposit with an overnight air courier service, or (c) on the third Business  Day
after  deposit in the United States mail, postage prepaid, in each case  to  the
address of the intended addressee, and any communication so delivered in  person
shall  be  deemed  to  be given when receipted for by, or actually  received  by
Lender or Borrower, as the case may be.  If given by telecopy, a notice shall be
deemed  given  and  received  when the telecopy is transmitted  to  the  party's
telecopy number specified above confirmation of complete receipt is received  by
the  transmitting party during normal business hours or on the next Business Day
if  not  confirmed during normal business hours.  Either party may  designate  a
change  of  address by written notice to the other by giving at least  ten  (10)
days prior written notice of such change of address.
          
          Section 15.2  Amendments and Waivers.  No amendment or waiver  of  any
provision of the Loan Documents shall be effective unless in writing and  signed
by the party against whom enforcement is sought.
          
          Section  15.3   Limitation on Interest.  It is the  intention  of  the
parties  hereto to conform strictly to applicable usury laws.  Accordingly,  all
agreements  between  Borrower and Lender with respect to  the  Loan  are  hereby
expressly  limited  so that in no event, whether by reason  of  acceleration  of
maturity  or otherwise, shall the amount paid or agreed to be paid to Lender  or
charged by Lender for the use, forbearance or detention of the money to be  lent
hereunder or otherwise, exceed the maximum amount allowed by law.  If  the  Loan
would  be usurious under applicable law (including the laws of the State of  New
York,  any state or commonwealth in which an Individual Property is located  and
the laws of the United States of America), then, notwithstanding anything to the
contrary  in  the Loan Documents:  (a) the aggregate of all consideration  which
constitutes  interest  under  applicable law  that  is  contracted  for,  taken,
reserved,  charged  or  received  under  the  Loan  Documents  shall  under   no
circumstances  exceed the maximum amount of interest allowed by applicable  law,
and  any excess shall be credited on the Note by the holder thereof; and (b)  if
maturity  is accelerated by reason of an election by Lender, or in the event  of
any  prepayment,  then any consideration which constitutes  interest  may  never
include  more than the maximum amount allowed by applicable law.  In such  case,
excess interest, if any, provided for in the Loan Documents or otherwise, to the
extent permitted by applicable law, shall be amortized, prorated, allocated  and
spread from the date of advance until payment in full so that the actual rate of
interest  is uniform through the term hereof.  If such amortization,  proration,
allocation and spreading is not permitted under applicable law, then such excess
interest shall be canceled automatically as of the date of such acceleration  or
prepayment and, if theretofore paid, shall be credited on the Note.   The  terms
and  provisions  of  this Section 15.3 shall control and supersede  every  other
provision  of the Loan Documents.  The Loan Documents are contracts  made  under
and  shall  be  construed in accordance with and governed by the  provisions  of
Section  15.22 hereof, except that if at any time the laws of the United  States
of  America  permit Lender to contract for, take, reserve, charge or  receive  a
higher rate of interest than is allowed by the laws of any state or commonwealth
(whether  such  federal laws directly so provide or refer  to  the  law  of  any
state),  then such federal laws shall to such extent govern as to  the  rate  of
interest  which Lender may contract for, take, reserve, charge or receive  under
the Loan Documents.
          
          Section  15.4   Invalid  Provisions.  If any  provision  of  any  Loan
Document  is held to be illegal, invalid or unenforceable, such provision  shall
be  fully  severable; the Loan Documents shall be construed and enforced  as  if
such  illegal,  invalid or unenforceable provision had never  comprised  a  part
thereof; the remaining provisions thereof shall remain in full effect and  shall
not  be  affected by the illegal, invalid, or unenforceable provision or by  its
severance  therefrom;  and  in lieu of such illegal,  invalid  or  unenforceable
provision  there shall be added automatically as a part of such Loan Document  a
provision  as  similar  in  terms  to  such illegal,  invalid  or  unenforceable
provision as may be possible to be legal, valid and enforceable.
          
          Section  15.5   Reimbursement  of Expenses.   Except  as  provided  in
Section  14.4(e)  hereof,  Borrower shall pay all reasonable  expenses  actually
incurred  by Lender in connection with the Loan, including fees and expenses  of
Lender's attorneys, environmental, engineering and other consultants, and  fees,
charges or taxes for the recording or filing of Loan Documents.  Borrower  shall
pay  all  expenses of Lender in connection with the administration of the  Loan,
including audit costs, inspection fees, settlement of condemnation and  casualty
awards,  and  premiums for title insurance and endorsements  thereto,  provided,
however,  Borrower  shall  not be separately charged  for  any  servicing  fees.
Borrower  shall,  upon  request,  promptly  reimburse  Lender  for  all  amounts
expended, advanced or incurred by Lender to collect the Note, or to enforce  the
rights  of Lender under this Agreement or any other Loan Document, or to  defend
or  assert  the  rights and claims of Lender under the Loan  Documents  or  with
respect  to the Individual Property (by litigation or other proceedings),  which
amounts  will include all court costs, reasonable attorneys' fees and  expenses,
fees  of auditors and accountants, and investigation expenses as may be actually
incurred  by  Lender  in  connection  with any  such  matters  (whether  or  not
litigation  is instituted), together with interest at the Default Rate  on  each
such  amount  from  the date of disbursement until the date of reimbursement  to
Lender,  all of which shall constitute part of the Loan and shall be secured  by
the Loan Documents.
          
          Section  15.6   Approvals;  Third Parties; Conditions.   All  approval
rights retained or exercised by Lender with respect to Leases, contracts, plans,
studies and other matters are solely to facilitate Lender's credit underwriting,
and  shall not be deemed or construed as a determination that Lender has  passed
on  the adequacy thereof for any other purpose.  This Agreement is for the  sole
and  exclusive  use of Lender and Borrower and may not be enforced,  nor  relied
upon,  by  any  Person other than Lender and Borrower.  All  conditions  of  the
obligations of Lender hereunder, including the obligation to make advances,  are
imposed  solely  and exclusively for the benefit of Lender, its  successors  and
assigns, and no other Person shall have standing to require satisfaction of such
conditions or be entitled to assume that Lender will refuse to make advances  in
the  absence  of  strict compliance with any or all of such conditions,  and  no
other  Person  shall, under any circumstances, be deemed to be a beneficiary  of
such  conditions, any and all of which may be freely waived in whole or in  part
by Lender at any time in Lender's sole discretion.
          
          Section  15.7   Lender Not in Control; No Partnership.   None  of  the
covenants  or other provisions contained in this Agreement shall,  or  shall  be
deemed  to, give Lender the right or power to exercise control over the  affairs
or  management of Borrower, the power of Lender being limited to the  rights  to
exercise  the  remedies  referred to in the Loan  Documents.   The  relationship
between  Borrower and Lender is, and at all times shall remain, solely  that  of
debtor  and  creditor.   No  covenant or provision  of  the  Loan  Documents  is
intended,  nor  shall it be deemed or construed, to create a partnership,  joint
venture,  agency  or  common interest in profits or income  between  Lender  and
Borrower  or  to create an equity in the Individual Property in Lender.   Lender
neither undertakes nor assumes any responsibility or duty to Borrower or to  any
other  person  with respect to the Individual Property or the  Loan,  except  as
expressly  provided  in  the  Loan  Documents;  and  notwithstanding  any  other
provision  of the Loan Documents:  (a) Lender is not, and shall not be construed
as,  a  partner, joint venturer, alter ego, manager, controlling person or other
business  associate or participant of any kind of Borrower or its  stockholders,
members,  or  partners and Lender does not intend to ever  assume  such  status;
(b)  Lender  shall  in  no  event be liable for any debts,  expenses  or  losses
incurred  or  sustained  by  Borrower;  and  (c)  Lender  shall  not  be  deemed
responsible for or a participant in any acts, omissions or decisions of Borrower
or  its  stockholders, members, or partners.  Lender and Borrower  disclaim  any
intention to create any partnership, joint venture, agency or common interest in
profits  or  income between Lender and Borrower, or to create an equity  in  the
Individual Property in Lender, or any sharing of liabilities, losses,  costs  or
expenses.
          
          Section  15.8   Time  of the Essence.  Time is  of  the  essence  with
respect to this Agreement.
          
          Section 15.9  Successors and Assigns.  This Agreement shall be binding
upon  and  inure  to  the benefit of Lender and Borrower  and  their  respective
successors  and  assigns of Lender and Borrower, provided that neither  Borrower
nor any other Borrower Party shall, without the prior written consent of Lender,
assign  any  rights,  duties  or  obligations  hereunder.   Notwithstanding  the
preceding  sentence,  Lender shall not assign the Loan to a  competitor  of  the
Borrower  that  is  primarily  engaged in owning, leasing  or  operating  retail
shopping  malls;  or (b) assign, make a whole loan sale or sell a  participation
interest  in  the  Loan  to  any Person that does not enter  into  a  standstill
agreement reasonably satisfactory to Borrower prohibiting a hostile takeover  of
the REIT; provided, however, Lender or any successor or assign, or any purchaser
of  the  Securities,  shall not in any way be restricted  in  its  sale  of  any
Securities issued in connection with a Securitization.
          
          Section 15.10  Renewal, Extension or Rearrangement.  All provisions of
the  Loan  Documents  shall apply with equal effect to each and  all  promissory
notes  and  amendments thereof hereinafter executed which in whole  or  in  part
represent a renewal, extension, increase or rearrangement of the Loan.
          
          Section  15.11  Waivers.  No course of dealing on the part of  Lender,
its  officers,  employees, consultants or agents, nor any failure  or  delay  by
Lender with respect to exercising any right, power or privilege of Lender  under
any of the Loan Documents, shall operate as a subsequent waiver thereof.
          
          Section 15.12  Cumulative Rights; Joint and Several Liability.  Rights
and  remedies  of Lender under the Loan Documents shall be cumulative,  and  the
exercise or partial exercise of any such right or remedy shall not preclude  the
exercise  of any other right or remedy.  If more than one person or  entity  has
executed  this Agreement as "Borrower," the obligations of all such  persons  or
entities hereunder shall be joint and several.
          
          Section 15.13  Singular and Plural.  Words used in this Agreement  and
the other Loan Documents in the singular, where the context so permits, shall be
deemed  to include the plural and vice versa.  The definitions of words  in  the
singular  in  this Agreement and the other Loan Documents shall  apply  to  such
words when used in the plural where the context so permits and vice versa.
          
          Section  15.14   Phrases.  When used in this Agreement and  the  other
Loan  Documents, the phrase "including" shall mean "including, but  not  limited
to."
          
          Section  15.15   Schedules.  The schedules attached to this  Agreement
are incorporated herein and shall be considered a part of this Agreement for the
purposes stated herein.
          
          Section  15.16   Titles  of Articles, Sections and  Subsections.   All
titles or headings to articles, sections, subsections or other divisions of this
Agreement  and the other Loan Documents or the schedules hereto and thereto  are
only  for the convenience of the parties and shall not be construed to have  any
effect  or meaning with respect to the other content of such articles, sections,
subsections or other divisions, such other content being controlling as  to  the
agreement between the parties hereto.
          
          Section 15.17  Promotional Material.  Each party hereunder shall  have
the  right  to  review and approve all references to it or them, as  applicable,
and/or  the Loan contained in any press release or public documents prepared  by
or  on behalf of the other party, except with respect to filings required to  be
made  with  any Governmental Authority.  Notwithstanding the preceding sentence,
Lender  shall  be  permitted, without the consent of Borrower,  to  issue  press
releases,  advertisements, other promotional material, disclosure materials  and
other information with respect to the Loan in connection with the Securitization
of  the  Loan.   All  references  to  Lender contained  in  any  press  release,
advertisement  or promotional material issued by Borrower shall be  approved  in
writing by Lender in advance of issuance.
          
          Section  15.18   Brokers  and  Financial  Advisors.   Borrower  hereby
represents  that it has dealt with no financial advisors, brokers, underwriters,
placement  agents,  agents  or  finders  in  connection  with  the  transactions
contemplated by this Agreement other than Carey, Brumbaugh, Starman, Phillips  &
Associates.   Borrower and Lender hereby agree to indemnify and hold  the  other
harmless from and against any and all claims, liabilities, costs and expenses of
any kind in any way relating to or arising from a claim by any other Person that
such  Person  acted on behalf of the indemnifying party in connection  with  the
transactions contemplated herein.  Borrower acknowledges that Carey,  Brumbaugh,
Starman,  Phillips & Associates has entered into a subservicing  agreement  with
respect  to  the Loan and that Carey, Brumbaugh, Starman, Phillips &  Associates
may  receive a fee from Lender in connection therewith.  The provisions of  this
Section 15.18 shall survive the expiration and termination of this Agreement and
the payment of the Debt.
          
          Section  15.19   Survival.   All  of the representations,  warranties,
covenants,  and  indemnities  hereunder (including environmental  matters  under
Article 6), and under the indemnification provisions of the other Loan Documents
shall  survive the repayment in full of the Loan and the release  of  the  liens
evidencing  or  securing  the Loan, and shall survive  the  transfer  (by  sale,
foreclosure,  conveyance  in lieu of foreclosure or otherwise)  of  any  or  all
right,  title  and  interest in and to the Individual  Property  to  any  party,
whether or not an Affiliate of Borrower except as otherwise provided herein.
          
          SECTION 15.20  WAIVER OF JURY TRIAL.  BORROWER AND LENDER EACH  HEREBY
AGREES  NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY,  AND
EACH  WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH  RIGHT
SHALL  NOW  OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY  CLAIM,
COUNTERCLAIM  OR OTHER ACTION ARISING IN CONNECTION THEREWITH.  THIS  WAIVER  OF
RIGHT  TO  TRIAL  BY  JURY IS GIVEN KNOWINGLY AND VOLUNTARILY  BY  BORROWER  AND
LENDER,  AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH  ISSUE
AS  TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  BORROWER  AND
LENDER  ARE  EACH  HEREBY AUTHORIZED TO FILE A COPY OF  THIS  PARAGRAPH  IN  ANY
PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.
          
          Section  15.21  Waiver of Punitive or Consequential Damages.   Neither
Lender nor Borrower shall be responsible or liable to the other or to any  other
Person for any punitive, exemplary or consequential damages which may be alleged
as  a  result of the Loan or the transaction contemplated hereby, including  any
breach or other default by any party hereto.
          
          Section 15.22  Governing Law.
          
          (A)   THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE
BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF
THE  NOTE  DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW  YORK,
WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES  AND
TO  THE  UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING,
WITHOUT  LIMITING  THE  GENERALITY OF THE FOREGOING,  MATTERS  OF  CONSTRUCTION,
VALIDITY  AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING  HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW  YORK  APPLICABLE  TO CONTRACTS MADE AND PERFORMED IN  SUCH  STATE  (WITHOUT
REGARD  TO  PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW  OF  THE  UNITED
STATES  OF  AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR  THE  CREATION,
PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT
HERETO  AND  PURSUANT  TO  THE OTHER LOAN DOCUMENTS SHALL  BE  GOVERNED  BY  AND
CONSTRUED  ACCORDING TO THE LAW OF THE STATE IN WHICH THE APPLICABLE  INDIVIDUAL
PROPERTY  IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT  PERMITTED
BY  THE  LAW  OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL  GOVERN  THE
CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL  OF  THE
OBLIGATIONS ARISING HEREUNDER OR THEREUNDER.  TO THE FULLEST EXTENT PERMITTED BY
LAW,  BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT
THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE,  AND
THIS  AGREEMENT  AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED  IN  ACCORDANCE
WITH  THE  LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF  THE  NEW
YORK GENERAL OBLIGATIONS LAW.
          
          (B)   ANY  LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER
ARISING  OUT  OF  OR  RELATING  TO THIS AGREEMENT  MAY  AT  LENDER'S  OPTION  BE
INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF  NEW
YORK  PURSUANT  TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS  LAW,  AND
BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE
AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER
HEREBY  IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN  ANY  SUIT,
ACTION OR PROCEEDING.  BORROWER DOES HEREBY DESIGNATE AND APPOINT CT CORPORATION
SYSTEM,  1633  BROADWAY, NEW YORK, NEW YORK  10019 AS ITS  AUTHORIZED  AGENT  TO
ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE
SERVED  IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT  IN
NEW  YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT  SAID
ADDRESS  AND  WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER  IN
THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF
PROCESS  UPON BORROWER, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE  STATE  OF
NEW  YORK.   BORROWER  (I) SHALL GIVE PROMPT NOTICE TO  LENDER  OF  ANY  CHANGED
ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO
TIME  DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN  NEW  YORK,  NEW
YORK  (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE  PERSON  AND
ADDRESS  FOR  SERVICE  OF PROCESS), AND (III) SHALL PROMPTLY  DESIGNATE  SUCH  A
SUBSTITUTE  IF  ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW  YORK,  NEW
YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.
          
          Section  15.23  Entire Agreement.  This Agreement and the  other  Loan
Documents  embody  the  entire agreement and understanding  between  Lender  and
Borrower  and  supersede  all prior agreements and understandings  between  such
parties relating to the subject matter hereof and thereof (including the Interim
Loan  Agreement,  as  amended  and  restated  herein).   Accordingly,  the  Loan
Documents  may  not  be contradicted by evidence of prior,  contemporaneous,  or
subsequent  oral  agreements  of  the parties.   There  are  no  unwritten  oral
agreements between the parties.
          
          Section  15.24   Counterparts.   This Agreement  may  be  executed  in
multiple  counterparts, each of which shall constitute an original, but  all  of
which shall constitute one document.
          
          Section  15.25   Prior  Loan .   This Agreement  and  the  other  Loan
Documents   modify,  renew  and  restate  in  their  entirety  the   outstanding
indebtedness  evidenced by the Interim Loan Agreement and  the  other  documents
executed in connection therewith.  The parties hereto and thereto in respect  of
the  transactions  contemplated hereby and thereby, and  all  prior  agreements,
including  all documents executed in connection with the Interim Loan Agreement,
among or between such parties, whether oral or written, are modified, superseded
and restated by the terms of this Agreement and the other Loan Documents.
          EXECUTED as of the date first written above.
                         
                         
                         LENDER:
                         
                         GENERAL ELECTRIC CAPITAL CORPORATION,
                           a New York corporation
                         
                         
                         By:          /s/ Daniel Vinson
                               Name:  Daniel Vinson
                               Title:  Authorized Signatory
                         
                         BORROWER:
                         
                         CROWN AMERICAN WL ASSOCIATES, L.P., a
                           Pennsylvania limited partnership
                         
                         By:    Crown American WL Associates, a Delaware
                                business trust, its sole general partner
                              
                              
                              
                              By:        /s/ John M. Kriak
                                Name:    John M. Kriak
                                Title:   Executive Vice President
                         
                         CROWN AMERICAN FINANCING PARTNERSHIP,
                           L.P., a Delaware limited partnership
                         
                         By:   Crown American Financing Corporation, a Delaware
                               corporation, its sole general partner
                              
                              
                              
                              By:         /s/ John M. Kriak
                                Name:    John M. Kriak
                                Title:   Executive Vice President
                                        
                                     JOINDER
                                        
          
          By  executing this Joinder (the "Joinder"), the undersigned  ("Joinder
Parties") jointly and severally guaranty (a) the performance by Borrower of  all
obligations  and  liabilities  for which Borrower  is  personally  liable  under
Section  13.1 of this Agreement and (b) the payment of any portion of  the  Debt
that  is  not received by Lender when due pursuant to the Loan Document  because
such  payment  is  held  to  be  a  preference or  fraudulent  conveyance  under
bankruptcy  laws.  This Joinder is a guaranty of full and complete  payment  and
performance and not of collectability.
          
          1.   Waivers.  To the fullest extent permitted by applicable law, each
Joinder   Party  waives  all  rights  and  defenses  of  sureties,   guarantors,
accommodation  parties  and/or co-makers and agrees that its  obligations  under
this  Joinder  shall  be  primary,  absolute and  unconditional,  and  that  its
obligations  under  this Joinder shall be unaffected by any of  such  rights  or
defenses, including:
          
          (a)  the unenforceability of any Loan Document against Borrower and/or
any guarantor or other Joinder Party;
          
          (b)   any  release or other action or inaction taken  by  Lender  with
respect  to  the  collateral,  the Loan, Borrower, any  guarantor  and/or  other
Joinder  Party,  whether or not the same may impair or destroy  any  subrogation
rights of any Joinder Party, or constitute a legal or equitable discharge of any
surety or indemnitor;
          
          (c)   the existence of any collateral or other security for the  Loan,
and any requirement that Lender pursue any of such collateral or other security,
or  pursue  any remedies it may have against Borrower, any guarantor and/or  any
other Joinder Party;
          
          (d)  any requirement that Lender provide notice to or obtain a Joinder
Party's  consent to any modification, increase, extension or other amendment  of
the Loan, including the guaranteed obligations;
          
          (e)   any  right of subrogation (until payment in full  of  the  Loan,
including  the  guaranteed  obligations, and the expiration  of  any  applicable
preference period and statute of limitations for fraudulent conveyance claims);
          
          (f)  any defense based on any statute of limitations;
          
          (g)  any payment by Borrower to Lender if such payment is held to be a
preference or fraudulent conveyance under bankruptcy laws or Lender is otherwise
required to refund such payment to Borrower or any other party; and
          
          (h)    any   voluntary   or   involuntary  bankruptcy,   receivership,
insolvency, reorganization or similar proceeding affecting Borrower  or  any  of
its assets.
          
          2.    Agreements.  Each Joinder Party further represents, warrants and
agrees that:
          
          (a)   The obligations under this Joinder are enforceable against  each
such party and are not subject to any defenses, offsets or counterclaims;
          
          (b)   The provisions of this Joinder are for the benefit of Lender and
its successors and assigns;
          
          (c)   Lender  shall  have the right to (i) renew,  modify,  extend  or
accelerate  the Loan, (ii) pursue some or all of its remedies against  Borrower,
any  guarantor  or  any  Joinder Party, (iii) add,  release  or  substitute  any
collateral  for  the  Loan  or  party obligated  thereunder,  and  (iv)  release
Borrower, any guarantor or any Joinder Party from liability, all without  notice
to  or  consent  of  any  Joinder Party (or other  Joinder  Party)  and  without
affecting  the  obligations  of  any Joinder  Party  (or  other  Joinder  Party)
hereunder;
          
          (d)   Each  Joinder Party covenants and agrees to furnish  to  Lender,
within  ninety  (90) days after the end of each calendar year  of  such  Joinder
Party,  a  current (as of the end of such calendar year) balance sheet  of  such
Joinder  Party,  in scope and detail satisfactory to Lender,  certified  by  the
chief financial representative of such Joinder Party and, if required by Lender,
prepared  on  a  review basis and certified by an independent public  accountant
satisfactory to Lender; and
          
          (e)  To the maximum extent permitted by law, each Joinder Party hereby
knowingly, voluntarily and intentionally waives the right to a trial by jury  in
respect of any litigation based hereon.  This waiver is a material inducement to
Lender to enter into this Agreement.
          
          3.    Securitization.  In each connection with a Securitization,  each
Joinder   Party  hereby  agrees  to  execute  the  indemnification   certificate
referenced in Section 14.5.
          
          This Joinder shall be governed by the laws of the State of New York.
          
          Executed as of August 28, 1998.



JOINDER PARTIES:           CROWN AMERICAN REALTY TRUST, a
                              Maryland real estate investment trust
                           
                           
                           By:        /s/ John M. Kriak
                              Name:   John M. Kriak
                              Title:  Executive Vice President
                           
                           
                           CROWN AMERICAN PROPERTIES, L.P., a
                              Delaware limited partnership
                           
                           
                           By:Crown American Realty Trust, a Maryland real
                                 estate investment trust, its sole general
                              partner
                              
                              
                              
                              By:         /s/ John M. Kriak
                                 Name:    John M. Kriak
                                 Title:   Executive Vice President



EXHIBIT 21

                           CROWN AMERICAN REALTY TRUST
                  LIST OF SUBISIDIARIES AS OF DECEMBER 31, 1998

Following are the subsidiaries of Crown American Realty Trust and of Crown 
American Properties, L.P. as of December 31, 1998 together with their ownership
interests as of that date.

Crown American Realty Trust:
Subsidiary:                                   Ownership Interest
Crown American Properties, L.P.                    72.47% common interest
                                                  100.00% preferred interest
Crown American Financing Corporation              100.00%
Crown Lycoming Service Associates                 100.00%
Crown American WL Associates                      100.00%
Washington Crown Center Associates                100.00%
Crown American Lewistown Associates (formerly     100.00%
Crown Wyoming Associates)
Crown American Acquisition Associates I           100.00%
Crown American Acquisition Associates II          100.00%
Crown American Acquisition Associates III         100.00%
Crown American Acquisition Associates IV          100.00%
Crown American Acquisition Associates V           100.00%
Crown American Acquisition Associates VI          100.00%
Crown American Acquisition Associates VII         100.00%
Crown American Acquisition Associates VIII        100.00%
Crown American Acquisition Associates IX          100.00%
Crown American Acquisition Associates X           100.00%

Crown American Properties, L.P.
Subsidiary                                    Ownership Interest
Crown American Financing Partnership                99.5% *
Crown American WL Associates, L.P.                  99.5% *
Washington Crown Center Associates, L.P.            99.5% *
Crown American Lewistown Associates, L.P.           99.5% *
formerly Crown Wyoming Associates, L.P.)
Crown American Crossroads, LLC                     100.0%
Crown American Crossroads II, LLC                  100.0%
Crown American Acquisition Associates I, L.P.       99.5% *
Crown American Acquisition Associates II, L.P.      99.5% *
Crown American Acquisition Associates III, L.P.     99.5% *
Crown American Acquisition Associates IV, L.P.      99.5% *
Crown American Acquisition Associates V, L.P.       99.5% *
Crown American Acquisition Associates VI, L.P.      99.5% *
Crown American Acquisition Associates VII, L.P.     99.5% *
Crown American Acquisition Associates VIII, L.P.    99.5% *
Crown American Acquisition Associates IX, L.P.      99.5% *
Crown American Acquisition Associates X, L.P.       99.5% *

* The remaining 0.5% interest in each of these entities is held by Crown
American Realty Trust or by one of its wholly-owned subsidiaries.


EXHIBIT 23




                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation by
reference of our report dated February 19, 1999, included in this Crown American
Realty Trust's Form 10-K for the year ended December 31, 1998, into Crown
American Realty Trust's previously filed registration statements on Form S-3
dated August 18, 1994, as amended effective November 13, 1998, Form S-3 dated
May 4, 1995 and Form S-3 dated June 27, 1997, and to all references to our Firm
included in this Form 10-K.


                         /s/ ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
March 8, 1999



EXHIBIT 24
                                        
                                POWER OF ATTORNEY
                                        
                                        
                                        
           KNOW  ALL MEN BY THESE PRESENTS, that Clifford A. Barton, Trustee  of
Crown  American  Realty  Trust  (the "Company") whose  signature  appears  below
constitutes  and appoints Terry L. Stevens and Ronald P. Rusinak,  and  each  of
them,  his  true  and  lawful attorney-in-fact and agent,  with  full  power  of
substitution  and revocation, for him and in his name, place and stead,  in  any
and  all  capacities, to sign the Company's Annual Report on Form 10-K  for  the
year  ended December 31, 1998, and to file same, with all exhibits thereto,  and
other  documents  in  connection therewith, with  the  Securities  and  Exchange
Commission,  granting  unto  said attorney-in-fact  and  agent  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to  be  done,  as fully to all intents and purposes as he might or could  do  in
person,  hereby  ratifying  and confirming all that  said  attorney-in-fact  and
agent, or his substitute or substitutes, may lawfully do or cause to be done  by
virtue thereof.

February 24, 1999                            /s/ Clifford A. Barton

     Date                                   (Name) Clifford A. Barton
                                            Title: Trustee


                                        
                                POWER OF ATTORNEY
                                        
                                        
                                        
           KNOW ALL MEN BY THESE PRESENTS, that Donald F. Mazziotti, Trustee  of
Crown  American  Realty  Trust  (the "Company") whose  signature  appears  below
constitutes  and appoints Terry L. Stevens and Ronald P. Rusinak,  and  each  of
them,  his  true  and  lawful attorney-in-fact and agent,  with  full  power  of
substitution  and revocation, for him and in his name, place and stead,  in  any
and  all  capacities, to sign the Company's Annual Report on Form 10-K  for  the
year  ended December 31, 1998, and to file same, with all exhibits thereto,  and
other  documents  in  connection therewith, with  the  Securities  and  Exchange
Commission,  granting  unto  said attorney-in-fact  and  agent  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to  be  done,  as fully to all intents and purposes as he might or could  do  in
person,  hereby  ratifying  and confirming all that  said  attorney-in-fact  and
agent, or his substitute or substitutes, may lawfully do or cause to be done  by
virtue thereof.

February 24, 1999                            /s/ Donald F. Mazziotti

     Date                                   (Name) Donald F. Mazziotti
                                            Title: Trustee



                                POWER OF ATTORNEY
                                        
                                        
                                        
           KNOW  ALL MEN BY THESE PRESENTS, that Zachary L. Solomon, Trustee  of
Crown  American  Realty  Trust  (the "Company") whose  signature  appears  below
constitutes  and appoints Terry L. Stevens and Ronald P. Rusinak,  and  each  of
them,  his  true  and  lawful attorney-in-fact and agent,  with  full  power  of
substitution  and revocation, for him and in his name, place and stead,  in  any
and  all  capacities, to sign the Company's Annual Report on Form 10-K  for  the
year  ended December 31, 1998, and to file same, with all exhibits thereto,  and
other  documents  in  connection therewith, with  the  Securities  and  Exchange
Commission,  granting  unto  said attorney-in-fact  and  agent  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to  be  done,  as fully to all intents and purposes as he might or could  do  in
person,  hereby  ratifying  and confirming all that  said  attorney-in-fact  and
agent, or his substitute or substitutes, may lawfully do or cause to be done  by
virtue thereof.

February 24, 1999                            /s/ Zachary L. Solomon

     Date                                   (Name) Zachary L. Solomon
                                            Title: Trustee



                                POWER OF ATTORNEY
                                        
                                        
                                        
           KNOW ALL MEN BY THESE PRESENTS, that Peter J. Siris, Trustee of Crown
American  Realty Trust (the "Company") whose signature appears below constitutes
and  appoints Terry L. Stevens and Ronald P. Rusinak, and each of them, his true
and  lawful  attorney-in-fact and agent, with full  power  of  substitution  and
revocation, for him and in his name, place and stead, in any and all capacities,
to sign the Company's Annual Report on Form 10-K for the year ended December 31,
1998,  and  to  file  same, with all exhibits thereto, and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and  every  act and thing requisite and necessary to be done, as  fully  to  all
intents  and  purposes as he might or could do in person, hereby  ratifying  and
confirming  all  that  said attorney-in-fact and agent,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.

February 24, 1999                            /s/ Peter J. Siris

     Date                                   (Name) Peter J. Siris
                                            Title: Trustee





EXHIBIT 99 (a)

NEWS FROM:

                                        
              C R O W N   A M E R I C A N   R E A L T Y   T R U S T


CONTACT:       Media:         Christine Menna     814-536-9520
               Investors:     Frank Pasquerilla   814-535-9347
                              Mark Pasquerilla    814-535-9364
               Internet:      http://www.crownam.com

IMMEDIATE RELEASE:            Thursday, February 25, 1999

                                        
                       CROWN AMERICAN REALTY TRUST REPORTS
                         1998 FFO PER SHARE UP 3 PERCENT
                                        
                    MAJOR TURNING POINT FOR CROWN WITH FIRST
                      YEAR-OVER-YEAR FFO GROWTH SINCE 1994
                                        
  TRANSFORMED CORE PORTFOLIO PROVIDES PLATFORM FOR ACCELERATING GROWTH IN 1999
                                        
            REGULAR DIVIDENDS DECLARED ON COMMON AND PREFERRED SHARES
                                        
     Johnstown, Pa. - Crown American Realty Trust (NYSE:CWN), a real estate
investment trust, today announced financial results and operating information
for the fourth quarter and for the year ended December 31, 1998.  The Board of
Trustees also declared regular quarterly dividends on its common and senior
preferred shares.
                         _______________________________
                                        
     "Nineteen ninety-eight marked an important turning-point for the Company,"
stated Crown American Realty Trust Vice Chairman and President, Mark E.
Pasquerilla.  "Funds from Operations ("FFO") per share grew 3 percent in 1998 to
$1.18 per share, our first year-over-year improvement since 1994.  We have made
dramatic progress in the last few years in re-tenanting and renovating our mall
properties.  We have replaced second rate anchors with dominant national
retailers such as The May Department Stores Company.   We have significantly
upgraded our mall shop tenants with the GAP, Disney, Intimate Brands, The
Limited, and many others."
     
     This transformation is evident by:
     Mall shop occupancy ended the year at 82 percent, up from 79 percent a year
     ago.
     Comparable mall shop sales are $242 per square foot, up 6 percent in 1998,
     and well ahead of the industry growth rate of 2.8 percent as reported by
     the ICSC (International Council of Shopping Centers).
     Average mall shop base rents in the portfolio increased for the 21st
     consecutive quarter to $17.54 per square foot.
     Leasing results set another record in 1998, after a record-setting 1997,
     with $25.5 million annualized base rent from signed new and renewal mall
     shop, theater and freestanding tenant leases, up 44 percent from 1997.
     Leases out-for-signature, the "leasing pipeline," were up 73 percent in the
     same period.

     Total revenues for 1998 were up $15.7 million to $146.7 million, or a 12
percent increase from 1997. In addition to growing revenues and FFO contribution
from existing malls, the recently acquired properties contributed $10.8 million
of the total increase in 1998 revenues.  For the fourth quarter, FFO per share
was $0.36, unchanged from the fourth quarter of 1997, and ahead of consensus
analyst estimates for the quarter.

     Pasquerilla continued, "We are pleased, but not satisfied, with the
continuing growth of revenues and FFO from our properties in 1998. As we
reported earlier this week, in addition to focusing on revenue growth, we are
also committed to managing the cost side of the business.  We announced steps to
streamline and restructure certain corporate office functions that will reduce
costs and also result in an eight percent work-force reduction at our corporate
office.  We will record a non-FFO restructuring charge in the first quarter of
1999 to provide for severance and related costs.

     "We established a solid platform for growth for 1999 and beyond.  Our major
debt refinancing in 1998 substantially eliminated refinancing risk and reduced
our variable rate debt.  This refinancing was completed through GE Capital Real
Estate and is another component of our strategic alliance announced in late
1997.  The quality of the portfolio and resultant earnings stream will continue
to improve with three additional May Company department stores opening in 1999.
Our goal is to have high-single to low-double digit growth in FFO per share.
For 1999, much of this growth is already in-place from the 1998 record leasing
year, from the full-year impact of the three acquisitions made in 1998, and from
the full-year impact of the Patrick Henry Mall expansion that opened in November
1998.  The Crown management team, which collectively has a 36 percent ownership
interest in the Company, is firmly committed to FFO growth.  We believe that the
transformation of the properties and the resultant revenue growth, together with
strong cost controls, will continue to benefit 1999 and beyond."

                              Dividend Information
                                        
     The Board of Trustees declared regular quarterly dividends of $.20 per
common share and $1.375 per senior preferred share.  Both dividends are payable
March 19, 1999 to shareholders of record on March 8, 1999.

                      Financial Information - Twelve Months
                                        
     For the year ended December 31, 1998, FFO before allocations to minority
interest and preferred dividends was $56.6 million, up $8.0 million, or 16.4
percent, from 1997.  FFO allocable to common shares was $31.2 million or $1.18
per common share, compared to $31.2 million, or $1.15 per common share, in 1997.
Average shares and partnership units outstanding during 1998 were 36.3 million
compared to 36.7 million in 1997.  FFO contributed from existing mall operations
(before interest, general and administrative costs, and cash flow support) was
up $3.2 million, or $0.088 per share.  FFO contributed by the recently acquired
properties, net of financing costs, was $2.2 million, or $0.060 per share.
These increases were partially offset by: $4.2 million, or $0.115 per share,
full year impact of the preferred shares dividends (net of amount allocated to
acquired properties); and $0.6 million higher general and administrative
expenses, or $0.015 per share, due mostly to higher costs in our leasing and
acquisition departments.  After allocations to acquired properties, interest
expense was down by $0.2 million, or $0.005 per share.

     Total 1998 revenues were $146.7 million compared to $131.0 million in 1997.
Of the total increase, $4.9 million came from existing properties and $10.8
million from recently acquired properties.  At the existing properties, minimum
and percentage rents were up $5.5 million reflecting the strong leasing results
in 1997 and 1998.  This was offset by $0.3 million in lower tenant recovery
income, and $0.4 million lower temporary and seasonal leasing, as more in-line
space was being used by permanent tenants and not available for temporary
leasing.

     For the full year the Company had income of $7.2 million before
extraordinary items, cumulative effect of accounting changes, and minority
interest, up from $2.6 million in 1997.  The Company incurred  a $22.5 million
extraordinary loss on early extinguishment of debt in the third quarter from the
$465 million mortgage loan refinancing.  A $1.7 million negative adjustment from
the cumulative effect of a change in the method of accounting for percentage
rents was recorded effective at the beginning of 1998.  After these items and
allocations to minority interest, the Company had a net loss of $8.6 million.
After deducting preferred dividends, total net loss allocable to common
shareholders was $22.4 million, or $0.85 per share of which $0.62 relates to the
extraordinary loss from early debt extinguishment and $0.05 per share relates to
the change in accounting method.

                     Financial Information - Fourth Quarter
                                        
     For the quarter ended December 31, 1998, Funds from Operations (FFO) before
allocations to minority interest and preferred dividends was $16.5 million, up
from $16.3 million in 1997.  FFO allocable to common shares was $9.5 million, or
$0.36 per common share, compared with $9.5 million, or $0.36 per common share,
for the fourth quarter of 1997.  From the existing properties, base and
percentage rents were up $1.5 million, but this was offset by lower net recovery
income compared to 1997 and by lower temporary leasing.  Fourth quarter 1997
mall operating costs net of recovery income was boosted from positive year-end
adjustments to interim CAM income estimates; in 1998 such year-end adjustments
were slightly negative resulting in a $1.1 million negative quarter-to-quarter
comparison.  Temporary leasing was down due to more in-line space used for
permanent tenants. The recently acquired properties contributed $0.7 million to
fourth quarter FFO after financing costs.  Net interest costs and preferred
dividends after allocations to the acquired properties were up $0.6 million in
the quarter due mainly to higher borrowing levels and slightly lower interest
income and capitalized interest.

     Total revenues for the fourth quarter were $41.2 million, as compared to
$38.4 for the fourth quarter of 1997.  For the fourth quarter of 1998, the
Company achieved net income of $4.0 million.  After deducting preferred
dividends, there was $0.6 million net income allocable to common shares, or
$0.02 per share.  This compares to $0.1 million net income allocable to common
shares, or $0.01 per share, in the fourth quarter of 1997.

                              Operating Information
                                        
     During the fourth quarter of 1998, leases for 188,000 square feet of mall
     shops were signed representing $3.9 million in annualized base rental
     income.  This compares to 143,000 square feet for $3.3 million during the
     same period in 1997.  A total of 96 leases were signed, which included 51
     renewals and 45 new leases.
     
     Also during the fourth quarter of 1998, leases for 53,000 square feet for
     theater and freestanding tenants were signed representing $0.7 million in
     annualized base rental income.
     
     For the full year 1998, leases for 1,208,000 square feet of mall shops were
     signed representing $23.5 million in annualized base rental income, 57
     percent higher than 1997.  A total of 569 leases were signed, including 288
     renewals and 281 new leases.  Average rent per square foot for 1998 was
     $19.43, which includes $20.56 per square foot for new space and $18.37 per
     square foot for renewals.
     
     For the full year 1998, the Company signed leases on 181,000 square feet
     for theater and freestanding tenants, representing $2.0 million in
     annualized base rental income.
     
     The average base rent of the portfolio as of December 31, 1998 was $17.54
     per square foot.  This is a 4.3 percent increase from $16.82 per square
     foot as of December 31, 1997, and the 21st consecutive quarter that average
     base rent has increased.
     
     Overall, mall shop occupancy was 82 percent at December 31, 1998, up from
     79 percent at December 31, 1997.  The improvement in occupancy resulted
     from increased new tenant leasing and from 28 percent fewer tenant closings
     in 1998.
     
     Mall shop comparable sales for 1998 were $242 per square foot.  This is a
     six percent increase over the $228 per square foot reported for 1997 and
     considerably higher than the 2.8 percent increase for the country as
     reported by the International Council of Shopping Centers (ICSC).
     
     Occupancy costs, that is, base rent, percentage rent and expense recoveries
     as a percentage of mall shop sales at all properties, were 10.3 percent as
     of December 31, 1998, as compared to 10.4 percent as of December 31, 1997.
     
     Seasonal and promotional leasing income for the full year 1998 amounted to
     $9.7 million, as compared to $9.3 million in 1997.
     
                         Expansions/Renovation Projects
                                        
     In November, work on a major expansion at Patrick Henry Mall (Newport News,
     Va.) was completed.  A new 140,000 square foot May Department Stores
     Company unit (Hecht's) opened.  Dillard's also completed an expansion and
     renovation at their location and approximately 29,000 square feet of new
     mall shop space opened.
     
     Construction is continuing at Washington Crown Center (formerly Franklin
     Mall, Washington, Pa.).  This project includes the addition of a new
     140,000 square foot May Company department store (Kaufmann's), a new multi-
     screen theater, a relocation of the food court and a complete mall
     renovation.  A Fall 1999 completion is expected.
     
     At Valley Mall (Hagerstown, Md.) work is continuing on a mall expansion
     that is to include a new, 120,000 square foot May Company department store
     (Hecht's), a 16 screen R/C Theatres complex, a new Gardenside Cafe food
     court and additional mall shop space.  The project is scheduled for a Fall
     1999 completion.
     
     In November, Wal-Mart more than doubled its size at Martinsburg Mall
     (Martinsburg, WV).  The existing 90,000 square foot store opened as a
     204,000 square foot Wal-Mart super-center.
     
     Construction is nearing completion at Nittany Mall (State College, Pa.)
     where The May Department Stores Company is building a 95,000 square foot
     Kaufmann's department store that will open in March 1999.  The project also
     included relocating the Sears Auto Center.
     
     In August 1998 a new Regal 13 screen multi-plex cinema opened at the West
     Manchester Mall (York, PA).  In December 1998 a new Cinemark 14 screen
     multi-plex cinema opened at Oak Ridge Mall (Oak Ridge, TN).  Both theaters
     feature stadium-style seating.
     
                                   Financings
                                        
     In December Moody's Investors Services upgraded their rating on the
     Company's senior preferred shares from "caa" to "b3".  Their release stated
     that the changes reflected the Company's strengthened financial
     fundamentals, its improved tenant mix, and the better overall quality of
     its property portfolio.
     
     In the fourth quarter GE Capital Real Estate agreed to fund up to $26
     million of expansion costs occurring at the Company's Valley Mall.  The
     construction funding will be handled through the existing $100 million
     acquisition line of credit with GECRE, with interest at Libor plus 3.0
     percent.  The Company and GECRE are currently finalizing the loan
     documents; no draws have occurred to date and the Company has funded costs
     to date from cash flows and the general credit line.
     
     As previously announced on August 31, 1998 the Company completed a $465
     million ten-year mortgage loan refinancing with GE Capital Real Estate.
     The new loan is secured by cross-collateralized mortgages on fifteen of the
     Company's regional malls.  The loan bears a stated interest rate of 7.43
     percent and is payable monthly, interest only during the first two years,
     and then amortizing during the last eight years based on a 25 year
     amortization schedule.  While the all-in interest cost is lower that the
     debt that was refinanced, the increase in overall debt levels after the
     refinancing will offset the lower all-in rate.
     
               ___________________________________________________

     Crown American Realty Trust through various affiliates and subsidiaries
owns, acquires, operates and develops regional shopping malls in Pennsylvania,
Maryland, West Virginia, Virginia, New Jersey, North Carolina, Tennessee and
Georgia.  The current portfolio includes 27 enclosed regional malls and one
shopping center aggregating 16 million square feet of gross leasable area.

     This news release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.  Such statements are
based on assumptions and expectations, which may not be realized and are
inherently subject to risks and uncertainties, many of which cannot be
predicted with accuracy.   Future events and actual results, financial and
otherwise, may differ from the results discussed in the forward-looking 
statements.  Risk and other factors that might cause differences, some
of which could be material, include, but are not limited to, economic and credit
market conditions, the ability to refinance maturing indebtedness, the impact of
competition, consumer buying trends, financing and development risks,
construction and lease-up delays, cost overruns, the level and volatility of
interest rates, the rate of revenue increases versus expense increases and
financial stability of tenants within the retail industry, as well as other
risks listed from time to time in the Company's reports filed with the 
Securities and Exchange Commission or otherwise publicly disseminated by the 
Company.

 	A copy of the Company's Supplemental Financial and Operational Information 
Package is available by calling Investor Relations at 1-800-860-2011.
     
                                     - 30 -



EXHIBIT 99 (b)

<TABLE>
<CAPTION>

SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE

CROWN AMERICAN REALTY TRUST                                                   
FOURTH QUARTER 1998                                                           
OTHER FINANCIAL AND OPERATING DATA                                            
(unaudited)
                                                                              
                 
                                    Three Months Ended        Year Ended
                                       December 31,           December 31,
                                      1998 vs. 1997          1998 vs. 1997
                                      (in thousands, except per share data)

FINANCIAL AND ANALYTICAL DATA:                                             
<S>                                  <C>         <C>         <C>         <C>
                                                 $Per                    $Per
Total FFO - Incr (decr) -  1998       $000       Share       $000        Share
compared to 1997:                
Base and percentage rents from      $  1,552   $   0.043  $   5,412    $  0.149
anchors and mall shops
Temporary and promotional leasing      (239)     (0.007)       (399)    (0.011)
income
Mall operating costs, net of tenant  (1,052)     (0.029)     (2,112)    (0.058)
recovery income
Utility and misc. mall income,         (202)     (0.006)          64      0.002
equity in joint venture
Straight line rental income             (36)     (0.001)         224      0.006
Core mall operations--same                23     (0.000)       3,189      0.088
properties
Impact of Valley, Jacksonville,                                                
Crossroads, and  Lewistown
before allocation of interest and      2,387       0.066       8,058      0.222
preferred dividends
Core mall operations - all             2,410       0.066      11,247      0.310
properties
                                                                               
Property admin. and general &             55       0.002       (552)    (0.015)
admin. expenses
Cash flow support earned               (133)     (0.004)          51      0.001
Interest expense, including for      (2,277)     (0.063)     (2,754)    (0.076)
acquisitions
Gain on sale of outparcel land           193       0.005         159      0.004
Lease buyout income and other           (70)     (0.002)       (171)    (0.005)
items, net
Impact on per share amount from            -     (0.002)           -      0.011 
changes in the number of common
shares and units outstanding                                              
Change before pref'd div's and           178       0.002       7,980      0.230
minority interest
Increase in preferred dividends            1           -     (7,104)    (0.196)
Allocation to minority interest in     (165)           -       (843)         -  
Operating Partnership                                                        
Rounding to whole cents                    0     (0.002)           -     (0.004)
Change in FFO allocable to common   $     14   $   0.000   $      33   $  0.030
shareholders
                                                                               
                                      Three Months Ended         Year Ended 
                                          December 31,           December 31,
                                       1998         1997        1998      1997  
Funds from Operations ($000 except                                             
per share data):
Net income (loss)                   $  4,008    $  3,536   $ (8,639)   $  1,907
Adjustments:                                                                   
Minority Interest in Operating         (208)          11     (8,363)    (1,644)
Partnership
Depreciation and amortization -       11,189      10,163      42,992     39,682
real estate
Operating covenant amortization          657         657       2,630      2,630
Cash flow support amounts                858         991       3,784      3,733
Cumulative effect of a change in           -           -       1,703          - 
accounting method                        
Extraordinary loss on early                -         968      22,512      2,331
extinguishment of debt                    
FFO before allocations to minority    16,504      16,326      56,619     48,639
interest and pref'd shares
Allocation to preferred              (3,437)     (3,438)    (13,750)    (6,646)
shareholders (preferred dividends)                                
Allocation to minority interest in   (3,531)     (3,366)    (11,653)   (10,810)
Operating Partnership                                            
FFO allocable to common shares     $   9,536   $   9,522   $  31,216   $ 31,183
FFO per common share               $    0.36   $    0.36   $    1.18   $   1.15
                                                                               
Average shares outstanding during     26,207      26,519      26,393     27,228
the period
Shares outstanding at period end      26,207      26,475      26,207     26,475
                                                                               
Avg. partnership units and shares     36,164      35,958      36,317     36,667
outstanding during period
Partnership units and shares          36,164      35,914      36,164     35,914
outstanding at period end
                                                                               
Components of Minimum Rents:                                                   
Anchor - contractual or base rents $   6,004   $   5,575   $  23,527   $ 22,213
Mall shops - contractual or base      17,750      14,849      67,195     57,251
rents
Mall shops - percentage rent in        1,075         866       2,908      2,397
lieu of fixed base rent
Straight line rental income              181         152         564         89
Ground lease - contractual or base       499         414       1,949      1,542
rents
Lease buyout income                        -           -           8        182
Operating covenant amortization        (657)       (657)     (2,630)    (2,630)
Total minimum rents                $  24,852   $  21,199   $  93,521   $ 81,044
Components of Percentage (Overage)                                             
Rents:
Anchors                            $   1,723   $   1,437   $   3,899   $  3,454
Mall shops and ground leases           1,079       1,209       3,292      3,090
                                   $   2,802   $   2,646   $   7,191   $  6,544

</TABLE>



<TABLE>
<CAPTION>

SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE

CROWN AMERICAN REALTY TRUST                                                   
FOURTH QUARTER 1998                                                           
OTHER FINANCIAL AND OPERATING DATA                                            
(unaudited)
                                                                              
                                      Three Months Ended           Year Ended 
                                          December 31,             December 31,
                                       1998         1997        1998      1997  
                                           (in thousands, except as noted)
<S>                                  <C>         <C>          <C>         <C>
EBITDA:  earnings (including gain                                          
on sale of outparcel land)
before interest, taxes, all                                                   
depreciation and amortization
and extraordinary items            $  28,160   $  25,657   $  98,499   $ 88,028
                                                                           
Debt and Interest:                                                             
                                                                               
Fixed rate debt at period end      $ 598,960   $ 400,054   $ 598,960   $400,054
Variable rate debt at period end      71,011     141,659      71,011    141,659
Total debt at period end           $ 669,971   $ 541,713   $ 669,971   $541,713
                                                                               
Weighted avg. interest rate on          7.7%        7.7%        7.6%       7.7%
fixed rate debt for the period
Weighted avg. interest rate on          7.6%        7.7%        7.5%       7.9%
variable rate debt for the period
                                                                               
Total interest expense for period  $  12,476   $  10,199   $  45,417   $ 42,663
Amort. of deferred debt cost for         349         813       2,743      3,311
period (incl. in interest exp)
Capitalized interest costs during        380         481       2,192      2,463
period
                                                                               
Capital Expenditures Incurred:                                                 
                                                                               
Allowances for mall shop tenants   $   5,633   $      90   $  17,149   $  3,063
Allowances for anchor tenants          1,072       3,901       1,644      8,615
Leasing costs and commissions            329         246       4,193      2,398
Expansions and major renovations *     8,315       7,833      41,706     25,076
Acquisition of operating properties      475      31,981      65,448     31,981
All other capital expenditures            43         479       1,573      1,724
(included in Other Assets)
Total Capital Expenditures during  $  15,867   $  44,530   $ 131,713   $ 72,857
the period                                                                     
*1998 data includes approximately                                              
$11 million in deposits to
expansion construction and related                                             
escrows under the new GECC mortgage loan.                                      
                                                                               
OPERATING DATA:                                                                
                                                                               
Mall shop GLA at period end                                    5,734      5,539
sq. ft.)
                                                                               
Occupancy percentage at period end                               82%        79%
                                                                               
Comp. Store Mall shop sales - 12                           $  241.82   $ 228.17
months (per sq. ft.)
                                                                               
Mall shop occupancy cost percentage                            10.3%      10.4%
at period end
                                                                               
Average mall shop base rent at                             $   17.54   $  16.82
period end (per sq. ft.)
                                                                               
Mall shop leasing for the period:                                              
New leases - sq. feet (000)               73          90         585        372
New leases - $ per sq. ft.         $   23.44   $   25.33   $   20.56   $  22.47
Number of new leases signed               45          50         281        201
                                                                               
Renewal leases - sq. feet (000)          115          53         623        376
Renewal leases - $ per sq. ft.     $   19.09   $   19.46   $   18.37   $  17.52
Number of renewal leases signed.          51          24         288        170
                                                                               
Tenant Allowances for leases signed                                            
during the period:
First Generation Space - per       $   30.29   $   16.40   $   23.39   $  32.09
sq. ft.
Second Generation Space - per      $   10.64   $   13.52   $   12.09   $   7.89
sq. ft.
Leases Signed during the period by:                                            
First Generation Space -                  18          20          55         95
sq. ft. (000)
Second Generation Space -                170         123       1,153        653
sq. ft. (000)
                                                                               
Theater and free-standing leasing                                              
for the period:
New leases- sq. ft. (000)                 53         120         181        340
New leases-$ per sq. ft.           $   13.00   $    4.31   $   10.99   $   8.06
Tenant allowances - $ per sq. ft.  $   65.00   $    3.90   $   40.09   $  20.37

</TABLE>



<TABLE>
<CAPTION>

SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE

CROWN AMERICAN REALTY TRUST                                               
TOP 25 REVENUE-GENERATING TENANTS                                         
LISTED IN ORDER OF SQUARE FEET OCCUPIED
FOR THE YEAR ENDED DECEMBER 31, 1998                                      
                                                            
                                                                
                                 PERCENT OF  NUMBER OF   TOTAL
                                    TOTAL   OPEN STORES  SQ FT
          TENANT           NOTES  REVENUES   OF STORES  OCCUPIED
<S>                        <C>   <C>         <C>         <C>
Sears, Roebuck & Co.                5.8%        21     2,124,755
J C Penney Inc.             (1)     4.3%        27     1,855,567
The Bon-Ton                         3.3%        17     1,182,922
May Department Stores Co.   (2)     1.0%        10     1,226,146
Wal-Mart Stores                     1.2%         3       405,465
Value City Department               1.2%         5       372,713
Stores
The Limited Stores Inc.     (3)     3.9%        48       352,907
K-Mart Corporation                  1.0%         3       259,517
Venator Group               (4)     3.5%        75       220,036
Charming Shops                      1.4%        21       179,584
Shoe Show Of Rocky Mt.              1.6%        25       115,161
Inc.
Hallmark-Owned Stores               1.7%        29       104,070
Intimate Brands, Inc.       (5)     1.9%        32       102,557
Deb Shops, Inc.                     1.0%        16        99,316
Camelot, Inc.               (6)     1.7%        28        99,210
Consolidated Stores         (7)     1.5%        25        80,467
Payless Shoesource Inc.             1.2%        24        79,002
Walden Book Co., Inc.               1.5%        21        75,146
Tandy Corporation           (8)     0.9%        27        67,488
Moray Inc.                  (9)     0.9%        17        64,553
The Finish Line, Inc.               0.9%        13        61,984
The Gap                             1.0%        11        52,683
General Nutrition Inc.              0.8%        25        37,892
Regis Stores                        0.7%        31        34,516
Sterling Jewelers          (10)     0.9%        17        20,511
                                                                
TOTALS                              44.8%              9,274,168
                                                                

Notes:
(1)  Includes 20 J.C. Penney department stores and 7 Eckerd stores.
(2)  May Company owns 7 of their current 10 stores.  Accordingly, the percentage
     of revenue attributable to May Company is relatively less than the amount
     of space occupied.
(3)  Includes Limited Express, Lane Bryant, Lerner Shops, The Limited (core
     division), and Structures.
(4)  Includes Woolworth, Afterthoughts, Kinney, Footlocker, Lady Footlocker,
     Champs, and Northern Reflections.
(5)  Spun off by the Limited.  Includes Victoria's Secrets and Bath & Body.
(6)  Recently aquired the Wall stores will merge with Trans World Entertainment
     (NYSE TWMC) in early 1999.
(7)  Includes Kay-Bee Toys which it recently purchased from Melville Realty Co.
(8)  Operates as Radio Shack.
(9)  Operates as B. Moss.
(10) Operates as Kay Jewelers, Belden Jewelers and Shaw Jewelers.

</TABLE>




<TABLE>
<CAPTION>


SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
                                                                                
CROWN AMERICAN REALTY TRUST                                                   
Consolidated Statements of Operations                     
                                                                              
                                                                              
                                   Three Months Ended            Year Ended 
                                       December 31,              December 31,
                                    1998         1997         1998         1997
                                    (in thousands, except per share data)
<S>                               <C>          <C>          <C>          <C>
Rental operations:                                                             
Revenues:                                                                      
Minimum rent                    $  24,852    $  21,199    $  93,521   $  81,044
Percentage rent                     2,802        2,646        7,191       6,544
Property operating cost             8,188        9,029       32,570      30,513
recoveries
Temporary and promotional           4,551        4,437        9,661       9,312
leasing
Net utility income                    767          792        2,991       2,806
Miscellaneous income                   65          291          814         775
Net                                41,225       38,394      146,748     130,994
                                                                               
Property operating costs:                                                      
Recoverable operating costs        11,318       10,931       43,755      39,467
Property administrative costs         805          823        2,533       2,349
Other operating costs                 616          582        2,262       1,963
Depreciation and amortization      10,877        9,781       41,712      38,311
Net                                23,616       22,117       90,262      82,090
Net                                17,609       16,277       56,486      48,904
Other expenses:                                                                
General and administrative          1,609        1,646        5,066       4,698
Interest                           12,476       10,199       45,417      42,663
Net                                14,085       11,845       50,483      47,361
Net                                 3,524        4,432        6,003       1,543
                                                                               
Property sales, disposals and                                                  
adjustments:
Gain on sale of outparcel land        276           83        1,210       1,051
                                                                               
Income (loss) before extraordinary  3,800        4,515        7,213       2,594
items, minority interest, and                                                 
cumulative effect of a change in 
accounting method           
Extraordinary loss on early             -        (968)     (22,512)     (2,331)
extinguishment of debt          
Cumulative effect on prior              -            -      (1,703)           -
years (to December 31, 1997) 
of a change in accounting method                  
Income (loss) before minority       3,800        3,547     (17,002)         263
interest
Minority interest in (income)         208         (11)        8,363       1,644
loss of Operating Partnership      
Net income (loss)                   4,008        3,536      (8,639)       1,907
Dividends on preferred shares     (3,437)      (3,438)     (13,750)     (6,646)
Net income (loss) applicable                                                   
to common shareholders          $     571    $      98    $(22,389)    $ (4,739)
                                                                               
Per common share information:                                                  
Basic and Diluted EPS:                                                         
Income (loss) before                                                           
extraordinary item and 
cumulative effect of a                                                   
change in accounting method     $    0.02    $    0.03    $  (0.18)    $ (0.11)
Extraordinary item                      -       (0.02)       (0.62)      (0.06)
Cumulative effect on prior              -            -       (0.05)           -
years of a change in accounting                                
method                               
Net income (loss)               $    0.02    $    0.01    $  (0.85)    $ (0.17)
                                                                               
Weighted average shares            26,207       26,519       26,393      27,228
outstanding (000)
                                                                               
FFO per share                   $    0.36    $    0.36    $    1.18    $   1.15

</TABLE>





<TABLE>
<CAPTION>


SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
                                                                  
CROWN AMERICAN REALTY TRUST                                           
Consolidated Balance Sheets                                      
(in thousands, except share and per share data)
                                                                  
                                                            December 31,
                                                       1998              1997
                                                                           
Assets                                                                     
<S>                                                 <C>               <C>
Income-producing properties:                                                    
Land                                              $    145,226      $    132,055
Buildings and improvements                             946,654           852,674
Deferred leasing and other charges                      42,469            39,912
Net                                                  1,134,349         1,024,641
Accumulated depreciation and amortization            (347,649)         (315,125)
Net                                                    786,700           709,516
                                                                                
Investment in joint venture                              5,799             5,808
Cash and cash equivalents, non-restricted               13,512             9,472
Restricted cash and escrow deposits                     15,005            14,237
Tenant and other receivables                            17,430            16,986
Deferred charges and other assets                       30,842            29,930
Net                                               $    869,288      $    785,949
                                                                                
                                                                                
Liabilities and Shareholders' Equity                                       
                                                                                
Debt on income-producing properties               $    669,971      $    541,713
Accounts payable and other liabilities                  38,076            29,132
Net                                                    708,047           570,845
                                                                                
Minority interest in Operating Partnership              11,724            25,334
                                                                                
Commitments and contingencies                                                   
                                                                                
Shareholders' equity:                                                           
Non-redeemable senior preferred shares, 11%                                     
cumulative, $.01 par value, 2,500,000 shares 
issued and outstanding                                      25                25
Common shares, par value $.01 per share,                                        
120,000,000 shares authorized, 27,741,542 and 
27,727,212 shares issued at December 31, 1998
and 1997, respectively                                     277               277
Additional paid-in capital                             314,252           308,571
Accumulated deficit                                  (150,385)         (106,881)
Net                                                    164,169           201,992
Less common shares held in treasury at cost;                                    
1,534,398 and 1,251,898 shares at December 31,
1998 and 1997, respectively.                          (14,652)          (12,222)
Net                                                    149,517           189,770
Net                                               $    869,288      $    785,949

</TABLE>




<TABLE>
<CAPTION>


SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
                                                            
CROWN AMERICAN REALTY TRUST                              
Consolidated Statements of Cash Flows
                                                         
                                                         
                                                        Year Ended December 31,
                                                         1998             1997  
                                                          (in thousands)
<S>                                                     <C>             <C>
Cash flows from operating activities:                                       
Net income (loss)                                     $  (8,639)     $     1,907
Adjustments to reconcile net income (loss) to net                               
cash provided by operating activities:                                
Minority interest in Operating Partnership               (8,363)         (1,644)
Equity earnings in joint venture                           (360)           (528)
Depreciation and amortization                             48,411          45,886
Extraordinary loss on early extinguishment of debt        22,512           2,331
Cumulative effect of a change in accounting method         1,703               -
Net changes in:                                                                 
Tenant and other receivables                             (2,147)             520
Restricted cash and escrow deposits                        (768)        (11,013)
Deferred charges and other assets                        (9,393)           3,156
Accounts payable and other liabilities                    11,878         (1,868)
Net cash provided by operating activities                 54,834          38,747
                                                                                
Cash flows from investing activities:                                           
Investment in income properties and related escrow      (64,223)        (39,152)
deposits
Acquisition of enclosed malls, net of debt assumed      (46,720)        (31,981)
Proceeds from sale of Middletown Mall                      8,148               -
Distributions from joint venture                               -             150
Net cash (used in) investing activities                (102,795)        (70,983)
                                                                                
Cash flows from financing activities:                                           
Net proceeds from issuance of senior preferred shares          -         118,671
Net proceeds from exercise of stock options and              117             921
dividend reinvestment plan
Proceeds from issuance of debt, net of issuance cost     576,257         231,723
Cost of issuance of debt                                 (6,806)         (4,774)
Debt repayments                                        (476,108)       (265,002)
Dividends and distributions paid on common shares and   (29,063)        (29,287)
partnership units
Dividends paid on senior preferred shares               (13,750)         (5,921)
Purchase of common shares held in treasury               (2,430)        (12,222)
Cash flow support payments                                 3,784             853
Net cash provided by financing activities                 52,001          34,962
                                                                                
Net (decrease) increase in cash and cash equivalents       4,040           2,726
                                                                                
Cash and cash equivalents, beginning of period             9,472           6,746
                                                                                
Cash and cash equivalents, end of period              $   13,512     $     9,472
                                                                                
Interest paid (net of capitalized amounts)            $   42,674     $    39,351
Interest capitalized                                  $    2,192     $     2,463
                                                                                
Non-cash financing activities:                                                  
Cash flow support credited to minority interest and                             
paid-in capital that was prefunded in 1995.           $        -     $     1,889
                                                                                
Issuance of partnership units related to Middletown                             
Mall and Greater Lewistown acquisitions               $    4,479     $         -
                                                                                
Assumption of debt related to Greater Lewistown and                             
Crossroads acquisitions                               $   14,718     $         -
                                                                                
Preferred dividends accrued, but unpaid as of period  $        -     $       725
end                                                            
                                                                                

</TABLE>