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                                  Prudential Loan No. 6-102-354
                                  (f/k/a Prudential Loan Nos. 6-100-506/676
                                                              6-100-896/897

                FIFTH AMENDMENT TO LOAN AGREEMENT
                ---------------------------------

     THIS FIFTH AMENDMENT TO LOAN AGREEMENT ("Amendment") is made as of this
_______ day of December, 1997, by and among (i) THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, a New Jersey corporation ("Prudential"), and (ii) OLD
ORCHARD URBAN LIMITED PARTNERSHIP, an Illinois limited partnership
("Beneficiary"), and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, not
personally but as Trustee under Trust Agreement dated June 1, 1993, and known
as Trust No. 116914-09 ("Trustee") (Trustee and Beneficiary being collectively
referred to herein as "Borrower").

                            Recitals
                            --------

     A.    Prudential, together with Mellon Bank, N.A., as Trustee for First
Plaza Group Trust, a New York Trust ("FPGT"), as equal co-lenders
(collectively, "Original Lender"), made two certain loans to ZML-Old Orchard
Limited Partnership, an Illinois limited partnership ("Original Beneficiary")
and Trustee (Original Beneficiary and Trustee being collectively the "Original
Borrower"), one of which loans was in the maximum aggregate principal amount
of One Hundred Five Million Dollars ($105,000,000), and the other of which was
in the maximum aggregate principal amount of Fifty-Five Million Dollars
($55,000,000) (collectively, the "Original Loan"), pursuant to the terms and
provisions of that certain Construction Loan Agreement dated September 16,
1994, by and between Original Borrower, Prudential and FPGT, as amended by
that certain First Amendment (as defined below), that certain Second Amendment
to Loan Agreement dated June 15, 1995, that certain Third Amendment to Loan
Agreement dated December 18, 1995, and that certain Fourth Amendment to Loan
Agreement dated December 13, 1996 (said Construction Loan Agreement, as so
amended, being collectively referred to herein as the "Existing Loan
Agreement").  Terms appearing herein as defined terms and not expressly
defined herein shall have the respective meanings given them in the Existing
Loan Agreement.

     B.    The Original Loan has heretofore been evidenced by four (4)
certain promissory notes, two of which notes are in the principal amount of
Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000), one payable to
the order of Prudential and the other payable to the order of FPGT
(collectively, the "Original Notes"), and the other two of which notes are in
the principal amount of Twenty-Seven Million Five Hundred Thousand Dollars
($27,500,000), one payable to the order of Prudential and the other payable to
the order of FPGT (the "Supplemental Notes") (the Original Notes and
Supplemental Notes being collectively the "Existing Notes").

     C.    On December 19, 1996, there occurred certain transfers of
partnership interests in Original Beneficiary, followed by a change in the
name of Original Beneficiary, so that Original Beneficiary as now constituted
has become the Beneficiary named herein, all as more particularly described in
that certain Transfer Agreement and Amendment to Loan Documents dated December
19, 1996, by and among Original Lender, Original Borrower, Urban Shopping
Centers, L.P., an Illinois limited partnership ("Urban LP") and USC Old
Orchard, Inc., a Delaware corporation ("USC-OO") (the "Transfer Agreement"),
which Transfer Agreement also further amended the Existing Loan Agreement and
the "Loan Documents" referred to therein to reflect such transaction.
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     D.    In connection with and to further evidence and secure the Original
Loan and the indebtedness evidenced by the Original Notes, Original Borrower
has executed and delivered to Original Lender various agreements, instruments,
documents, and certificates (collectively with the Loan Agreement and Notes,
the "Original Loan Documents"), including without limitation the following:

           (a)    that certain Mortgage, Security Agreement, and Fixture
     Filing dated September 16, 1994, executed by Original Borrower to and for
     the benefit of Original Lender (the "Original Mortgage"), and recorded
     September 16, 1994, as Document No. 94811370 in the office of the Recorder
     of Deeds of Cook County, Illinois ("Recorder"), as amended by that certain
     First Amendment to Mortgage and Other Loan Documents dated May 8, 1995,
     and recorded May 10, 1995, as Document No. 95307616 in the office of the
     Recorder (the "First Amendment"), and as further amended by that certain
     Second Amendment to Loan Agreement, Mortgage, and Other Loan Documents
     dated June 15, 1995, and recorded June 16, 1995, as Document No.
     95390733 in the office of the Recorder (the "Second Amendment"), and as
     further amended by the Transfer Agreement (collectively, the "Existing
     Mortgage"), which encumbers certain property legally described on EXHIBIT
     A attached thereto, all improvements thereon, and certain other real and
     personal property described in said Existing Mortgage (collectively, the
     "Property");

           (b)    that certain Assignment of Leases and Rents dated September
     16, 1994, executed by Original Borrower to and for the benefit of Original
     Lender, and recorded September 16, 1994, as Document No. 94811371 in the
     office of the Recorder, as amended by the First Amendment, Second
     Amendment, and Transfer Agreement (the "Existing Lease Assignment");

           (c)    that certain Guaranty dated September 16, 1994, executed by
     Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership
     II, an Illinois limited partnership ("Original Guarantor") to and for the
     benefit of Original Lender, as amended by that certain First Amendment to
     Guaranty and Other Documents dated June 15, 1995, as further amended by
     that certain Second Amendment to Guaranty dated December 18, 1995, and
     as further amended by that certain Third Amendment to Guaranty dated
     December 13, 1996, and as assumed in part by Urban LP pursuant to that
     certain Assumption of Guaranty and Hazardous Materials Agreement dated
     December 19, 1996 (the "Assumption Agreement"), executed by Urban LP for
     the benefit of Original Lender (collectively, the "Existing Guaranty");

           (d)    that certain Hazardous Substances Remediation and
     Indemnification Agreement dated September 16, 1994, as amended by that
     certain First Amendment to Guaranty and Other Documents dated June 15,
     1995, to and for the benefit of Original Lender, and as assumed in part
     by Urban LP pursuant to the Assumption Agreement (collectively, the
     "Existing Hazardous Materials Agreement");

           (e)    that certain ERISA Certificate and Indemnification Agreement
     dated September 16, 1994, as supplemented by that certain Supplemental
     ERISA Certificate and Indemnification Agreement dated December 19, 1996,
     executed by Beneficiary and Urban LP for the benefit of Original Lender
     (collectively, the "Existing ERISA Certificate");

           (f)    that certain Certificate of Representations and Warranties
     dated September 16, 1994, as supplemented by that certain Supplemental
     Certificate of Representations and Warranties dated June 15, 1995, and
     further supplemented by that certain Borrower's Certification dated
     December 13, 1996, executed by Beneficiary to and for the benefit of
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     Original Lender, and further supplemented by that certain Second
     Supplemental Certificate of Representations and Warranties dated December
     19, 1996, executed by Beneficiary and Urban LP for the benefit of Original
     Lender (collectively, the "Existing Certificate"); and

           (g)    that certain Pledge and Security Agreement dated May 8, 1995,
     by Original Beneficiary to and for the benefit of Original Lender, as
     amended by the Transfer Agreement (the "Existing Pledge Agreement").

     E.    Borrower has submitted to Prudential a certain application letter
dated October 28, 1997, by which Borrower has requested that the Original Loan
be modified in various respects (the Original Loan, as modified as described
in this Amendment, being referred to as the "Loan"), which modifications
include (without limitation) the following:

           (a)    Prudential would (i) advance a sufficient amount of funds to
     repay the portion of the Original Loan payable to FPGT, so that Prudential
     would become the sole "Lender" under the Loan and (ii) advance additional
     funds such that the aggregate principal amount outstanding under the Loan
     would be increased to $168,000,000;

           (b)    the Existing Notes would be consolidated into a single note
     and the Interest Rate and payments required thereunder would be reset for
     the entire Loan; and

           (c)    the term of the Loan would be extended to December 11, 2009.

     F.    Prudential has accepted such application letter, and the parties
are entering into this Amendment and the "Loan Document Amendments" referred
to herein in fulfillment of their obligations under said application letter.

                           AGREEMENTS
                           ----------

     NOW, THEREFORE, intending to be legally bound and in consideration of the
recitals set forth above and incorporated herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Prudential agree as follows:

     1.    RECITALS; DEFINED TERMS.  The foregoing Recitals and the definitions
contained therein are hereby incorporated into this Amendment, and this
Amendment, when executed by the parties hereto, shall be incorporated into and
constitute a part of the Existing Loan Agreement.  The terms used in this
Amendment shall have the same definitions as set forth in the Existing Loan
Agreement, to the extent that such terms are defined therein and are not
otherwise defined in this Amendment.

     2.    CONDITIONS PRECEDENT TO PRUDENTIAL'S OBLIGATIONS.  The agreements
of Prudential contained herein shall be effective only if the following
conditions are satisfied on or before the date hereof:

           (a)    AMENDED, RESTATED AND CONSOLIDATED NOTE.  Borrower shall
     have executed and delivered to Prudential an Amended, Restated and
     Consolidated Note, executed by Borrower and payable to the order of
     Prudential, and otherwise in a form satisfactory to Prudential, that
     amends, restates and consolidates the Existing Notes so as to evidence
     the Loan (as modified pursuant hereto) in a single instrument (the
     "Amended Note");

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           (b)    AMENDMENT TO MORTGAGE AND OTHER LOAN DOCUMENTS.  Borrower
     shall have delivered to Prudential an amendment to the Existing Mortgage,
     Existing Lease Assignment, Existing Pledge Agreement, and other Existing
     Loan Documents, executed by Beneficiary and (where applicable) Trustee,
     in a form satisfactory to Prudential (the "Mortgage Amendment");

           (c)    REAFFIRMATION AND AMENDMENT OF GUARANTY AND HAZARDOUS
     MATERIALS AGREEMENT.  Borrower shall have delivered to Prudential an
     agreement satisfactory to Prudential, executed by Urban LP, with a
     joinder thereto by Urban Shopping Centers, Inc. ("Urban REIT") for
     purposes consistent with the joinder attached to the Assumption Agreement
     (Urban LP and, upon succeeding to the obligations of Urban LP, Urban REIT,
     being collectively, the "Guarantor"), by which the Guarantor (i) agrees to
     amendments to the Existing Guaranty and Existing Hazardous Materials
     Agreement that reflect the transactions described in this Amendment and
     (ii) reaffirms the obligations under the Existing Guaranty and Existing
     Hazardous Materials Agreement assumed by Guarantor pursuant to the
     Assumption Agreement (the "Guaranty Amendment");

           (d)    REAFFIRMATION AND AMENDMENT OF ERISA AGREEMENT.  Borrower
     shall have delivered to Prudential a Reaffirmation and Amendment to ERISA
     Certificate and Indemnification Agreement in a form acceptable to
     Prudential, based on the completion of the transactions described in this
     Amendment, executed by Beneficiary and Guarantor (the "ERISA Amendment").

           (e)    THIRD SUPPLEMENTAL CERTIFICATE OF REPRESENTATIONS AND
     WARRANTIES.  Borrower shall have executed and delivered to Prudential a
     Third Supplemental Certificate of Representations and Warranties in a form
     acceptable to Prudential, fully executed by Beneficiary and Guarantor (the
     "Third Supplemental Certificate").

           (f)    SNDA AMENDMENTS.  Borrower shall have delivered amendments,
     executed and acknowledged on behalf of each of the Anchor Tenants, to the
     Subordination, Non-Disturbance and Attornment Agreements previously
     executed by such Anchor Tenants, that reflect the transactions described
     in this Amendment and that reaffirm the provisions of such agreements as
     applied to the Existing Mortgage and Original Loan, as amended and
     modified pursuant to this Agreement, which amendments shall also be
     executed and acknowledged on behalf of Borrower where applicable;

           (g)    LESSOR'S CERTIFICATIONS.  Borrower shall have delivered to
     Prudential (i) a current rent roll for the Property certified as true,
     correct and complete under a written certification executed by Borrower
     in a form acceptable to Prudential, and (ii) a certification with respect
     to all Leases addressing matters that estoppel certificates under such
     Leases would have addressed had the same been obtained by Borrower (other
     than those for which estoppel certificates have been furnished pursuant
     to paragraph (k) of this Section);

           (h)    UCC AMENDMENTS.  Borrower shall have delivered such
     amendments to the existing UCC Financing Statements as Prudential may
     require to reflect the change in the secured party resulting from the
     transactions described herein and to maintain perfection of its security
     interests;
 
          (i)       TITLE ENDORSEMENT.  Borrower shall have furnished to
     Prudential an endorsement to the Title Insurance Policy
     heretofore issued in favor of Prudential, which shall (i) insure
     as of the date hereof that the Existing Mortgage (as amended
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     pursuant to this Amendment) is and remains a valid, first priority
     mortgage upon the Property, subject only to the exceptions reflected in
     the Title Insurance Policy as endorsed at the time of execution of the
     Transfer Agreement and such other exceptions and Prudential may have
     approved in its sole discretion, (ii) amend the effective date of all
     endorsements previously issued to make the same effective as of the date
     hereof, and (iii) increase the amount of coverage thereunder to
     $168,000,000, and Borrower shall have furnished to Prudential such
     policies and/or endorsements to policies of reinsurance with respect to
     the Title Insurance Policy (as endorsed as described immediately above) in
     amounts and from reinsurers acceptable to Prudential.

           (j)    UCC SEARCHES.  Borrower shall have furnished to the
     Prudential current searches, dated no earlier than five (5) business days
     prior to the date of this Amendment, of all Uniform Commercial Code
     financing statements filed with (i) the Secretary of State of Illinois,
     and (ii) all other states (if any) in which Beneficiary and any of its
     constituent general partners is organized and/or has its principal place
     of business, against Beneficiary, Trustee, and USC-OO, showing that, with
     respect to the Project and/or Borrower, no Uniform Commercial Code
     financing statements are filed against any of such entities (other than
     in connection with the Loan) in which the collateral is described as (i)
     personal property or fixtures within the Project or used in connection
     with the Project, or (ii) any interests of such parties in the Project,
     the Beneficiary, or any constituent general partner of Beneficiary.

           (k)    ESTOPPEL CERTIFICATES.  Borrower shall have provided to
     Prudential estoppel certificates, in a form satisfactory to Prudential,
     from (i) each of the Anchor Tenants (with respect to its Lease), (ii) the
     Anchor Operator (with respect to the REA), (iii) each Tenant occupying
     more than 25,000 square feet (with respect to its Lease), and (iv) the
     Village of Skokie (with respect to the Village Lease and related
     documents), executed by such parties for the benefit of Prudential;

           (l)    OPINIONS.  Borrower shall have furnished to Prudential the
     following opinions in form and content satisfactory to Prudential:

                  (i)   an opinion of counsel acceptable to the Prudential, in
           form and content acceptable to the Prudential, opining among other
           things that (w) Beneficiary is duly formed and validly existing
           under the laws of its state of organization, (x) Beneficiary and
           each general partner of Beneficiary has taken all necessary
           partnership or corporate action (as the case may be) to authorize
           the execution and delivery of each of this Amendment and the other
           Loan Document Amendments requiring Beneficiary's execution, (y)
           each of the Loan Document Amendments requiring Borrower's or
           Beneficiary's execution has been duly executed by Borrower or
           Beneficiary (as the case may be) and constitutes the valid and
           binding obligations of Borrower or Beneficiary (as applicable)
           enforceable against Borrower or Beneficiary (as applicable) in
           accordance with its respective terms (subject to customary
           exceptions), and (z) the Loan Documents, as amended by the Loan
           Document Amendments, are the valid and binding obligations of
           Borrower enforceable against Borrower in accordance with their
           respective terms (subject to customary exceptions); and




 <PAGE>
                  (ii)  an opinion of counsel acceptable to Prudential, in
           form and content acceptable to Prudential, opining among other
           things that: (1) Urban LP is a duly formed and validly existing
           limited partnership under the laws of the State of Illinois; (2)
           each of Urban REIT and USC-OO is a duly formed and validly
           existing corporation under the laws of the respective states of
           their formation; (3) Guarantor has taken all necessary partnership
           and corporate action (as the case may be) to authorize the execution
           and delivery of the Guaranty Amendment, ERISA Amendment, and Third
           Supplemental Certificate; and (4) the Guaranty Amendment, ERISA
           Amendment and Third Supplemental Certificate have been duly and
           validly executed by Guarantor and are binding upon and enforceable
           against the Guarantor in accordance with their terms as of the date
           of this Amendment (subject to customary exceptions);

           (m)    EVIDENCE OF AUTHORITY.  Borrower and Guarantor shall have
     furnished evidence satisfactory to Prudential, including certified
     resolutions of the Beneficiary's general partner and of Urban REIT, that
     the individuals executing this Amendment and the documents identified in
     paragraphs (a) through (h) of this Section (this Amendment and such other
     documents being collectively referred to herein as the "Loan Document
     Amendments") on behalf of the each of such executing parties has been duly
     authorized by all appropriate action to so execute and deliver this
     Amendment and the other Loan Document Amendments.

           (n)    ORGANIZATIONAL DOCUMENTS.  Borrower and Urban LP shall have
     provided to Prudential:

                  (i)   a certification, dated as of the date hereof, that there
           have been no amendments to any of (A) the amended and restated
           limited partnership agreement of Beneficiary, (B) the limited
           partnership agreement of Urban LP, or (C) the articles of
           incorporation or by-laws of USC-OO and Urban REIT (other than as
           provided under subparagraph (ii) immediately below);

                  (ii)  copies, certified as true, correct and complete as of
           the date hereof, of (A) authorizing resolutions of USC-OO and Urban
           REIT with respect to the Loan Document Amendments and the
           transaction described in this Amendment and (B) any amendments to
           the documents described in subparagraph (i) immediately above; and

                  (iii) such other documents as Prudential may require to
           establish the identity and power and authority of any person or
           persons who may be executing any of the Loan Document Amendments;

           (o)    REPRESENTATIONS AND WARRANTIES.  The representations and
     warranties set forth in the Third Supplemental Certificate shall be true
     and correct in all material respects as of the date of this Amendment;

           (p)    FINANCIAL STATEMENTS.  Borrower shall have provided current
     financial statements for the Project, Beneficiary, and Urban LP, showing
     no material adverse change in their financial condition, and no such
     material adverse change shall have occurred as of the date hereof.

           (q)    PAYMENT OF FEES, COSTS.  Borrower shall have paid (i) any
     prepayment premium due on account of the repayment of the portion of the
     Original Loan payable to FPGT (calculated in the manner provided for in
     the Application Letter) and (ii) all fees and expenses of Prudential
     incurred as of the date hereof in connection with the modification of the
<PAGE>
     Loan Documents and/or the transaction described herein, including title
     endorsement charges and Prudential's reasonable legal fees and expenses.

     3.    AMENDMENTS TO DEFINITIONS.  From and after the date of this
Amendment, the following terms used in the Existing Loan Agreement (and as
used in the sections of this Amendment which follow this Section 3) shall have
the following meanings:

     (a)          "Certificate of Representations and Warranties" shall mean
           and refer to the Existing Certificate as amended and supplemented
           by the Third Supplemental Certificate, together with any
           subsequent amendments, modifications, renewals, or extensions
           thereof.

     (b)          "ERISA Agreement" shall mean and refer to the Existing ERISA
           Certificate, as amended by the ERISA Amendment, together with any
           subsequent amendments, modifications, renewals, or extensions
           thereof.

     (c)          "Guaranty" shall mean the Existing Guaranty as amended by
           the Guaranty Amendment, together with any subsequent amendments,
           modifications, renewals, or extensions thereof.

     (d)          "Hazardous Materials Agreement" shall mean the Existing
           Hazardous Materials Agreement, as amended by the Guaranty
           Amendment, together with any subsequent amendments, modifications,
           renewals, or extensions thereof.

     (e)          "Lender" shall mean and refer solely to Prudential and its
           successors and assigns.

     (f)          "Loan" shall mean the Original Loan as modified as
           described in this Amendment.

     (g)          "Loan Amount" shall mean $168,000,000.

     (h)          "Loan Documents" or any individual "Loan Document" (however
           described) shall mean such document or documents as amended by this
           Amendment and/or the applicable Loan Document Amendment, as the case
           may be, together with any subsequent amendments, modifications,
           renewals, or extensions thereof.

     (i)          "Maturity Date" shall mean December 11, 2009.

     (j)          "Minimum Leasing Requirements" shall mean the requirements
           set forth on EXHIBIT E attached to this Amendment (which exhibit
           hereby replaces and supercedes "Exhibit E" to the Existing Loan
           Agreement.

     (k)          "Mortgage" shall mean and refer to the Existing Mortgage, as
           amended by the Mortgage Amendment, together with any subsequent
           amendments, modifications, renewals, or extensions thereof.

     (l)          "Note" or "Notes" shall mean and refer singularly to the
           Amended Note referred to in paragraph 2(a) of this Amendment,
           together with any subsequent amendments, modifications, renewals,
           or extensions thereof.


<PAGE>
     (m)          "Title Policy" shall mean that certain mortgagee's policy
           of title insurance issued to Prudential by Chicago Title Insurance
           Company under Policy No. 1401 007506169 D1-A, with all endorsements
           and supplements thereto heretofore issued or issued pursuant to
           this Amendment, and together with all policies of reinsurance
           issued prior to the date hereof (as heretofore endorsed or endorsed
           pursuant to this Amendment) and any and all additional reinsurance
           policies issued pursuant to this Amendment.

     (n)          Internal references to "this Agreement" or similar phrases
           shall mean the Existing Loan Agreement as amended by this
           Amendment.

     (o)          All references to FPGT (including those in the notice
           provisions of the Existing Loan Agreement) shall no longer be
           applicable, and the Existing Loan Agreement (as amended hereby)
           shall be construed and applied as if such references did not
           appear in the document.

In addition, the following definitions are hereby added to Section 2.1 of the
Existing Loan Agreement:

           "BUILDING EQUIPMENT:  All machinery, appliances, apparatus,
     fittings, fixtures, and articles of personal property now or hereafter
     affixed to, attached to, placed upon, or located upon the Real Estate or
     any part thereof (including all additions, replacements and substitutions
     therefor from time to time) and used in connection with the use,
     ownership, management, maintenance, or operation of the Real Estate and
     now or hereafter owned or leased by Borrower, including all heating,
     lighting, loading, unloading and power equipment; all boilers, dynamos,
     engines, pipes, tanks, motors, conduits, and switchboards; all plumbing,
     lifting, cleaning, fire prevention, fire extinguishing, refrigerating,
     ventilating, and communications apparatus; all air cooling and air
     conditioning apparatus; and all elevators, escalators, carpeting, shades,
     draperies, awnings, doors and windows, blinds, cabinets, office equipment,
     furniture and furnishings, partitions, ducts, and compressors (but
     excluding equipment and personal property of tenants of the Real Estate).

           "SINGLE PURPOSE ENTITY:  A Person, other than an individual, which
     (i) is formed or organized solely for the purpose of holding, directly
     or indirectly, an ownership interest in the Project, (ii) does not engage
     in any business unrelated to the Project and the financing thereof, (iii)
     does not have any assets other than those related to its interest in the
     Project or the financing thereof or any indebtedness other than as
     permitted by this Agreement and the other Loan Documents, (iv) has its own
     separate books and records and its own accounts, in each case which are
     separate and apart from the books, records and accounts of any other
     Person, (v) holds itself out as being a Person that is separate and
     distinct from any other Person, and (vi) has provisions in its
     organizational documents limiting its powers and purposes in accordance
     with the foregoing.

     4.    LEASES AND LEASE REPORTS.  The provisions of Section 10.12 of the
Existing Loan Agreement are hereby amended by restating the same in their
entirety, as follows:




<PAGE>
     "10.12  LEASES AND LEASE REPORTS.

           "A.    The provisions of this Paragraph A shall apply to (i) all
     Leases other than Non-Major Leases and Renewal Leases (as such terms are
     defined in subparagraph B. (a) below) and (ii) all Leases in any case in
     which the Debt Service Coverage Ratio (calculated on the basis of the
     Loan Amount as redefined herein and an Applicable Period of the most
     recent 12 months) does not exceed 1.10:

                  "(a)  Borrower shall not, without the prior written consent
           of Lender, lease any part of the Project or renew or extend the
           Leases of any Tenant, except for any Leases which (A) are on a
           standard form of lease approved by Lender, or based on such
           standard form and contain non-material changes to such form, (B)
           provide a term, rental rate and Tenant Allowance which, in Lender's
           reasonable judgment, represent a reasonable market term and amounts
           for such Lease, (C) otherwise meet the Minimum Leasing
           Requirements), and (D) are to Tenants whose businesses are
           reasonably compatible with the Project and whose creditworthiness is
           reasonably satisfactory to Lender.

                  "(b)  Borrower shall not, without the prior written consent
           of Lender, terminate, amend, modify or alter in any material respect
           any Lease (except for modifications or amendments the result of
           which is that the Lease as so modified or amended still meets the
           requirements of subparagraph (a) immediately above), or waive,
           excuse, condone, discount, set off, compromise, or in any manner
           release or discharge any Tenant from any material obligations,
           covenants, conditions and agreements by such Tenant to be kept, or
           accept or consent to any surrender of any Lease (except that
           Borrower shall be entitled to take such enforcement actions as
           Borrower deems necessary or appropriate, including terminating
           Leases, with respect to Leases other than Leases to Anchor Tenants
           under which the Tenant is materially in default); provided, that
           Borrower shall be entitled to amend, modify, terminate, or accept
           the surrender of Leases without Lender's consent if (A) each such
           Lease covers less than 10,000 square feet of GLA, (B) Borrower
           believes in the exercise of its prudent business judgment that such
           actions will benefit the Project, and (C) the aggregate square
           footage covered by the affected Leases does not exceed 20,000 square
           feet of GLA in any twelve month period.

                  "(c)  Borrower shall not, without the prior written consent
           of Lender, agree or consent to any modification of the express
           purposes for which the Tenant is entitled to use its premises, or
           consent to any subletting of the space under any Lease or any part
           thereof, or to assignment of any Lease by the Tenant thereunder or
           to any assignment or further subletting by any sublessees; provided,
           that Borrower shall be entitled to consent to any such modification,
           sublease or assignment of any Lease without Lender's consent if (A)
           each such Lease covers less than 10,000 square feet of GLA, (B)
           Borrower believes in the exercise of its prudent business judgment
           that such actions will benefit the Project, and (C) the aggregate
           square footage covered by the affected Leases does not exceed 40,000
           square feet of GLA in any twelve month period.




<PAGE>
           "B.  The provisions of this Paragraph B shall apply, in lieu of the
     provisions of Paragraph A immediately above, to all Non-Major Leases and
     Renewal Leases in any case in which the Debt Service Coverage Ratio
     (calculated on the same basis as described in Paragraph A above) exceeds
     1.10:

                  "(a)  Borrower may, at all times, lease the portions of the
           Project currently used for retail or office purposes in its
           discretion reasonably exercised in a first-class manner consistent
           with the other first-class regional shopping malls located in the
           greater Chicago, Illinois, metropolitan area and then current market
           conditions existing therein, and otherwise in accordance with this
           Agreement, under leases in which the premises thereunder covers less
           than 25,000 square feet of GLA (in the case of retail leases) or
           25,000 of rentable square feet (determined in the manner generally
           applied to leases in the office building within the Project) (herein
           collectively, "Non-Major Leases").  Each Non-Major Lease entered
           into after the date hereof, including the renewal or extension on
           or after the date hereof of any Non-Major Lease entered into prior
           to the date hereof if the Rent payable during such renewal or
           extension, or a formula or other method to compute such Rent, is not
           provided for in such Lease (such a renewal or extension a "Renewal
           Lease"), either (A) shall provided for payment of Rent and all other
           material amounts payable on market terms and conditions (taking into
           account the type and quality of the tenant, the length of tenancy
           and the location and configuration of the space so rented), as of
           the date such Non-Major Lease or Renewal Lease is executed by
           Borrower, of the space covered by such Non-Major Lease or Renewal
           Lease for the term therefore, including any renewal options, (B)
           shall not materially adversely affect the value of the Project
           taken as a whole, or (C) shall be consented to by the Lender.
           Borrower may, without the consent of Lender, amend, modify or waive
           the provisions of any Non-Major Lease or terminate, reduce Rents
           under or shorten the term of any Non-Major Lease provided that such
           action (taking into account, in the case of a termination, reduction
           in Rent or shortening of term, the planned alternative use of the
           affected space) does not materially adversely affect the value of
           the Project take as a whole, and provided further that such Non-
           Major Lease, as amended, modified or waived, is otherwise in
           compliance with the requirements of this Agreement.

                  "(b)  Each Lease entered into pursuant to this Paragraph B
           must provide substantially as follows: In the event of the
           enforcement by Lender of any remedy under the Mortgage or other
           Loan Documents, the Tenant under such Lease shall, at the option of
           Lender or of any other Person succeeding to the interest of Lender
           as a result of such enforcement, subject to Lender's and such
           Tenant's delivery of a Nondisturbance Agreement if such
           Nondisturbance Agreement is required pursuant to the provisions of
           subparagraph C.(c) of this Section, attorn to Lender or to such
           Person and shall recognize Lender or such successor in interest as
           lessor under the such Lease without change in the provisions,
           thereof; provided, however, Lender or such successor in interest
           shall not be liable for or bound by (i) any payment of an
           installment of Rent which may have been made more than thirty (30)
           days before the due date of such installment, (ii) any amendment or
           modification to or termination of any such Lease not in conformity
           with paragraph (a) of this Section, (iii) any act or omission of or
           default by Borrower under any such Lease or (iv) any credits,
<PAGE>
           claims, setoffs or defenses which any Tenant may have against
           Borrower.  In addition, each such Lease must (A) require that the
           Tenant, upon reasonable request by Lender or such successor in
           interest, shall execute and deliver an instrument or instruments
           confirming such attornment, subject to Lender's delivery of a
           Nondisturbance Agreement to such Tenant if such Nondisturbance
           Agreement is required pursuant to the provisions of subparagraph
           C.(c) below, and (B) require that the Tenant shall deliver from
           time to time, within a reasonable time (which shall not exceed
           thirty (30) days) after the request of the landlord thereunder, an
           estoppel certificate substantially the form of EXHIBIT J attached
           hereto, and (C) generally conform with Borrower's standard form of
           lease (as approved by Lender), other than such variations as shall
           not (in Borrower's prudent business judgment) materially adversely
           affect the value of the Project taken as a whole (but subject to the
           provisions of subparagraphs C.(b) and C.(c) of this Section).  The
           form of each Lease entered into pursuant to this Paragraph B shall
           reflect all changes to Borrower's standard form by marking out
           deleted language and interlineating new language in the margins or
           on one or more attachments or addenda to such Lease.

                  "(c)  No later than ten (10) business days after Borrower
           executes any Lease pursuant to the provisions of this Paragraph B,
           Borrower shall deliver to Lender (i) a complete copy of such Lease
           certified as true, correct and complete by an officer of Borrower
           or its Manager, and (ii) a summary of the principal terms of such
           Lease, including (1) the term, (2) renewal or extension options,
           (3) any cancellation or termination options (other than those
           customarily provided for casualty and condemnation), (4) the base
           rent, percentage rent, and additional rent, (5) any "free" rent or
           rent abatement provisions, (6) the amount and terms of payment of
           any Tenant Allowances, (7) the scope of the Tenant's permitted uses,
           (8) any exclusive use restrictions, (9) any expansion options or
           rights of first offer or first refusal on any other space in the
           Project, (10) any Co-Tenancy Provision (as such term is defined in
           EXHIBIT E hereto), and (11) any other provision that (x) departs
           from Borrower's normal leasing practices and (y) creates material
           obligations or liabilities on the part of the landlord.

           "C.    The provisions of this Paragraph C shall apply to all Leases
     and all renewals, extensions, amendments, modifications, or alterations of
     Leases:

                  "(a)  Each request by Borrower for approval of any Lease, or
           any modification or amendment of any Lease, for which Lender's
           approval is required under this Section shall be made by written
           notice to Lender and shall include (i) a copy of the applicable
           Leases or Lease amendment and all related documents such as (but
           not limited to) work letters and lease guaranties, (ii) a marked
           copy of the Lease or Lease amendment highlighting all changes from
           the Minimum Leasing Requirements and the standard form lease, and
           (iii) such other information regarding the Tenant thereunder and
           its operations as Lender shall reasonably require (such notice and
           all such documentation with respect to any proposed Lease or
           Lease amendment being referred to collectively as a "Lease Approval
           Request").  Failure of Lender to have either approved or disapproved
           any proposed Lease, or any proposed modification or amendment of any
           Lease, within seven (7) business days after Lender shall have
           received the applicable Lease Approval Request therefor shall, if
<PAGE>
           such failure continues for three (3) business days after further
           written notice to Lender of Lender's having failed to act on such
           Lease Approval Request, be deemed an approval by Lender of such
           Lease or Lease amendment; provided, that the provisions of this
           sentence shall be inapplicable to any Lease Approval Requests
           pending at any one time if the number of such Lease Approval
           Requests submitted to Lender shall exceed five (5) during any ten
           (10) business day period.  If Lender shall disapprove any Lease or
           any proposed amendment, modification, or termination of any Lease
           for which its approval is required hereunder, Lender shall give
           written notice of such disapproval, setting forth in such notice the
           reasons for such disapproval.

                  "(b)  Unless otherwise approved in writing by Lender in each
           instance, no Lease shall contain (i) an option to purchase or right
           of first refusal to purchase, or any other right to purchase or
           acquire all or any part of or any interest in the Real Estate (other
           than any option in Borrower to purchase the Garage Parcel), (ii)
           any representations, warranties or indemnifications by the landlord
           with respect to hazardous substances or asbestos which would be
           binding upon Lender or any subsequent grantees or assignees upon
           acquisition of the Project through foreclosure or conveyance in
           lieu of such foreclosure, or (iii) any obligations (financial or
           otherwise) upon the landlord to construct or provide land for
           construction of any physical improvements which would be binding
           upon Lender or any subsequent grantees or assignees upon
           acquisition of the Project through foreclosure or conveyance in lieu
           of such foreclosure, or which, if not performed, would result in any
           offsets against Rent which would be binding upon Lender or any
           subsequent grantees or assignees upon acquisition of the Project
           through foreclosure or conveyance in lieu of such foreclosure.

                  "(c)  All Leases entered into by Borrower after the date
           hereof shall be subject and subordinate to the Mortgage (through
           subordination provisions in the Leases or, where the Tenant has
           requested that Lender enter into a Nondisturbance Agreement [as
           defined below], a separate Nondisturbance Agreement) and shall
           provide that the Tenant thereunder shall attorn to Lender, or any
           other Person succeeding to the interest of Lender, on the terms set
           forth in subparagraph B.(b) of this Section; provided, that at the
           request of Borrower (pursuant to the request of the
           applicable Tenant), Lender shall enter into subordination,
           attornment and nondisturbance agreement, in form and substance
           substantially similar to the form attached hereto as EXHIBIT L (a
           "Nondisturbance Agreement") with any existing Tenant or any Tenant
           entering into a Lease after the date hereof (other than a Lease to
           an Affiliate of the Borrower); and provided further, that with
           respect to any Lease entered into after the date hereof, such
           request is accompanied by a certificate of a principal officer of
           Beneficiary's general partner (who shall also be an officer of
           Guarantor or its general partner) stating that such Lease complies
           in all respects with this SECTION 10.12.  All actual, out-of-pocket
           costs and expenses of Lender in connection with the negotiation,
           preparation, execution and delivery of any Nondisturbance Agreement
           including, without limitation, reasonable attorneys' fees and
           disbursements, shall be paid by Borrower.

                  "(d)  Borrower shall promptly perform and observe all of the
           material terms, covenants and conditions required to be performed
<PAGE>
           and observed by Borrower under the Leases, and Borrower shall
           exercise, within fifteen (15) Business Days after a written request
           by Lender (which requests may not be made with unreasonable
           frequency), any right to request from the Tenant under any Lease a
           certificate with respect to the status thereof. Borrower shall not
           (i) receive or collect any Rents or other sums payable under any
           Lease (collectively, "Rents") for a period of more than one month in
           advance (whether in cash or by promissory note) or (ii) further
           assign any Lease or pledge, transfer, mortgage or otherwise encumber
           or assign future payments of Rents."

     5.    TRANSFER PROVISIONS.  The provisions of Section 11.3 of the Existing
Loan Agreement are hereby amended by restating the same in their entirety, as
follows:

 "11.3     DUE ON SALE OR ENCUMBRANCE

           "A.  In the event that Trustee or Beneficiary, without the prior
     written consent of Lender (which consent may be withheld for any reason
     or for no reason or given conditionally, in Lender's discretion), shall
     sell, convey, assign, transfer or shall otherwise dispose of or be
     divested of its title to, or shall mortgage, convey security title to,
     or otherwise encumber or cause to be encumbered (collectively,
     "Transfer"), the Real Estate or any part thereof or any interest therein
     in any manner or way (whether direct or indirect, voluntary or
     involuntary), or in the event of:

                  "(a)  any merger, consolidation, or dissolution involving,
           or the Transfer of all or substantially all of the assets of,
           Beneficiary or Urban LP, any general partner of Beneficiary or
           Urban LP, or USC-OO or any other direct or indirect general partner
           of Beneficiary, except as otherwise expressly provided in this
           Section;

                  "(b)  the Transfer (at one time or over any period of time)
           of 10% or more of:

                        "(i) the voting stock of

                             "(A) a corporate Beneficiary,

                             "(B) USC-OO or other direct or indirect corporate
                                  general partner of Beneficiary, or

                             "(ii) the beneficial interest in Trustee, or the
                        interest in any owner of 50% or more of the beneficial
                        interest in Trustee;

                  "(c)  the Transfer of any general partnership interest in
           Beneficiary or Urban LP; or

                  "(d)  the conversion of the general partnership interest in
           Beneficiary of USC-OO (or other successor general partner of
           Beneficiary permitted hereunder, or any direct or indirect general
           partnership interest in any such successor general partner) to a
           limited partnership interest; the conversion of Urban REIT's general
           partnership interest in Urban LP to a limited partnership interest;
           the conversion of any limited partnership interest in Beneficiary or
           Urban LP, or in any partnership which is a direct or indirect
<PAGE>
           general partner of Beneficiary or Urban LP, to a general partnership
           interest; or the admission of any new general partner in Beneficiary
           or Urban LP, or in any partnership which is a direct or indirect
           general partner of Beneficiary or Urban LP;"

     "then the entire balance of the secured indebtedness, plus the Prepayment
     Premium, shall become immediately due and payable at the option of Lender.
     This provision shall not apply to transfers of title or interest under any
     will or testament or applicable law of descent.

           "B.  Notwithstanding the foregoing, Lender agrees that the
     following Transfers shall not be deemed to violate the foregoing
     restrictions so long as no Default has occurred and is continuing (but
     shall be subject to the limitations in the ERISA Agreement):  (1) any
     Transfer of limited partnership interests in Beneficiary held by Urban
     LP to Urban REIT; (2) any Transfer of the general partnership interest in
     Beneficiary by USC-OO to Urban LP, Urban REIT, or any other wholly-owned
     subsidiary of either of them, or any transfer of the stock of USC-OO to
     Urban LP or any other wholly-owned subsidiary of Urban LP or Urban REIT;
     (3) any transfer of limited partnership interests in Urban LP or any
     conversion of limited partnership interests in Urban LP to stock of Urban
     REIT; (4) any sale, exchange, encumbrance, pledge, or other transfer of
     the stock of Urban REIT, other than as described in subparagraph (a) of
     this Section; and (5) when all limited partnership interests in Urban LP
     have been exchanged for stock of Urban REIT, the dissolution of Urban LP
     as contemplated by the partnership agreement of Urban LP, provided Urban
     REIT succeeds to all of the assets, and assumes all of the liabilities of,
     Urban LP."

           "C.    In addition, notwithstanding the foregoing, if no Default
     has occurred and is continuing, Lender agrees that, upon the written
     request of Borrower, Lender shall consent to one (and only one) Transfer,
     exclusively in the form of (x) a conveyance of the entire Project, (y) an
     absolute assignment of the entire beneficial interest in the land trust of
     which Trustee is the trustee, or (z) an absolute assignment of all or
     substantially all of the partnership interests in Beneficiary (expressly
     including all general partnership interests), if (and only if):

                  "(a)  the Project shall have achieved a Debt Service Coverage
           Ratio of at least 1.35;

                  "(b)  at the time of the Transfer, the Loan-to-Value Ratio (as
           hereinafter defined) does not exceed 70%;

                  "(c)  after such Transfer, legal and beneficial title to the
           Project shall be held in either (i) a Single Purpose Entity or (ii)
           one or more pension funds, real estate investment trusts, or
           institutional investment accounts (or an investment vehicle
           established by such an entity or entities), and such Single Purpose
           Entity or other such entity or entities, together with the
           person(s) assuming the obligations under the Guaranty and Hazardous
           Materials Agreement (who shall be an Affiliate of the holder of the
           legal or beneficial title to the Project) shall have, exclusive of
           the Project, an aggregate current net worth of at least $250 million
           and aggregate total assets of at least $500 million; provided, that
           in the case of a pension fund or institutional investment account,
           the total asset requirement shall be deemed satisfied if the manager


<PAGE>
           or advisor for such fund or account manages or acts as advisor for
           funds or accounts having aggregate total assets of at least $500
           million (exclusive of the Project);

                  "(d)  the proposed transferee is a person which, in the
           reasonable judgment of Lender, (i) has a good reputation in the
           business community and (ii) has established experience in the
           ownership, operation and management of similar properties, or if
           such transferee lacks such experience, the transferee engages a
           reputable and experienced professional management company that
           possesses such experience (it being agreed that an owner or manager
           which, together with its Affiliates, has under ownership or
           management, at the time of the proposed transfer, at least six
           regional or super-regional shopping centers, comprising an aggregate
           of at least five million square feet of gross leasable area
           [inclusive of anchor space, but exclusive of the Project] shall be
           deemed to have established experience meeting the requirements of
           this paragraph);

                  "(e)  Lender has received thirty (30) days' prior written
           notice from Borrower of the proposed transfer and all information
           reasonably required by Lender to determine whether the proposed
           transferee meets the criteria set forth in SUBSECTIONS (a) and (b)
           immediately above;

                  "(f)  as consideration for the review of such transfer,
           Borrower has paid Lender a reasonable servicing fee (not less than
           $10,000), which shall be deemed earned by Lender even if such
           proposed Transfer is not approved, and if such Transfer is
           approved, an additional fee equal to 0.25% of the outstanding
           principal amount of the Loan at the time of such Transfer; provided,
           that with respect to any Transfer made in connection with any
           merger, sale, or other transaction involving all or substantially
           all of the assets of Urban LP or Urban REIT, such additional fee
           would not exceed Fifty Thousand Dollars ($50,000).

                  "(g)  at Lender's option, Lender has received an endorsement
           to the Title Policy at Borrower's expense, which endorsement states
           that the Mortgage remains a first and prior lien against the Real
           Estate;

                  "(h)  the transferee expressly assumes the indebtedness under
           the Note and all other obligations under the Loan Documents (or such
           obligations thereunder as a transferee of partnership interests may
           have pursuant to the Loan Documents) pursuant to an assumption
           document satisfactory to Lender; provided, that such assumption
           document shall not (i) increase the financial obligations of, or
           personal recourse to, the transferee relative to the obligations of
           Borrower and Guarantor under the Loan Documents, or (ii) otherwise
           materially modify the provisions of the Loan Documents, other than
           (x) the inclusion of representations and warranties relating to the
           requirements of this Section and covering customary matters relating
           to the transferee such as due organization, existence, good
           standing, and authority and the validity and enforceability of the
           assumption document and the Loan Documents as against the
           transferee, and (y) provisions which Lender shall determine are
           necessary to reflect within the Loan Documents changes in the
           entities involved in the Loan;

<PAGE>
                  "(i)  the transferee executes such documents as may be
           required by Lender to perfect or maintain perfection of a first
           priority security interest in the personal property in which
           Lender has a security interest pursuant to the terms of the Loan
           Documents;

                  "(j)  Lender receives copies of all documents evidencing such
           Transfer and approves (in its reasonable judgment) the form and
           content of all such documents, and Lender is furnished with a
           certified copy of each recorded transfer document (it being agreed
           that the scope of Lender's approval shall be limited to determining
           that such documents and the applicable transaction conform to the
           provisions of the Loan Documents);

                  "(k)  such transfer is permitted under the provisions of the
           ERISA Agreement;

                  "(l)  if the Expansion Project (as defined in the Fifth
           Amendment to Loan Agreement) has been commenced, the same has been
           completed and the requirements set forth in Section 6 thereof have
           been satisfied; and

                  "(m)  Borrower pays all reasonable costs and expenses incurred
           by Lender in connection with such transfer, including all legal,
           accounting, title insurance and appraisal fees, whether or not such
           transfer is actually consummated.

     "The term "Loan-to-Value Ratio" shall mean the ratio of (x) the aggregate
     principal balance of the Loan as of the date of the Transfer to (y) the
     purchase price for the Project (based on an arms-length, third party
     transaction); provided, that in any case in which the Transfer involves
     less than 100% of legal title to the Project or 100% of the beneficial or
     equity interests in Trustee or Beneficiary, the purchase price for the
     Project shall be derived by Lender (in its reasonable judgment) from the
     amounts to be paid in such transaction and the nature and extent of the
     interests acquired.

           "D.    Notwithstanding the preceding provisions of this Section,
     Borrower may transfer or dispose of Building Equipment (as hereinafter
     defined) which is being replaced or which is no longer necessary in
     connection with the operation of the Project free from the interest of
     Lender under the Loan Documents, provided that such transfer or disposal
     will not materially adversely affect the value of the Project taken as a
     whole, will not materially impair the utility of the Project, and will
     not result in a reduction or abatement of, or right of offset against,
     the rents payable under any Lease, in either case as a result thereof,
     and provided that any new Building Equipment acquired by Borrower (and
     not so disposed of) shall be subject to the interest of Lender under this
     Agreement (unless the same is leased as permitted under the provisions of
     the Loan Documents).  Lender shall, from time to time, upon receipt of a
     written request therefor and a certification from a principal officer of
     Borrower's general partner that a transfer or disposition of Building
     Equipment meets the conditions of this paragraph D, execute a written
     instrument in form reasonably satisfactory to it to confirm that such
     Building Equipment which is to be, or has been sold or disposed of is
     free from the interest of Lender under this Agreement."

     6.    ADDITIONAL IMPROVEMENTS.  Lender acknowledges that Borrower intends
to construct (at Borrower's sole expense and from its own funds) certain
<PAGE>
additional improvements within the Property, consisting of an additional
movie theater, additional retail space, and an additional parking deck (the
"Expansion Project"), as described in the preliminary plans attached hereto
as EXHIBIT 1 and made a part hereof (the "Preliminary Plans").  Lender has
reviewed the Preliminary Plans and has no objection thereto at this time.
However, at such time as Borrower has prepared detailed plans and
specifications for the Expansion Project and is otherwise prepared to
commence the same, Borrower shall submit to Lender the following items:

           (i)    such plans and specifications;

           (ii)   a certificate or certificates of the responsible
     architect(s) and engineer(s) with respect to such plans and
     specifications, in a form acceptable to Prudential (it being agreed that
     such certificates will be acceptable if they are substantially similar in
     content to the certificates previously received by Original Lender with
     respect to the Project);

           (iii)  a construction schedule in reasonable detail, showing
     commencement and completion dates for all material phases of the Expansion
     Project;

           (iv)   a description in reasonable detail of the effects that such
     construction will have on existing parking capacity and other common areas
     and facilities;

           (v)    a list of the primary contractor(s) that Borrower intends to
     engage;

           (vi)   Borrower's leasing projections with respect to new retail
     space and copies of any leases or letters of intent that shall have been
     executed with respect to such space;

           (vii)  a description of Borrower's source of funds for the Expansion
     Project;

           (viii) a certification executed by Borrower and Guarantor, in a form
     satisfactory to Prudential, that neither the construction nor the
     operation of the Expansion Project will violate the REA, any of the Leases
     with the Anchor Tenants, or any other existing Leases (or to the extent
     that such a violation would arise, the written consent(s) of the party or
     parties affected);

           (ix)   any other information reasonably required by Prudential to
     assess the impact of the Expansion Project on the Borrower and the
     Property; and

           (x)    a guaranty of completion for the benefit of Prudential, in a
     form satisfactory to Prudential, executed by Guarantor, together with
     evidence of authorization and enforceability of such guaranty similar to
     that provided in paragraphs (l), (m), and (n) of Section 2 of this
     Amendment.

On the basis of the foregoing, Prudential shall determine whether to approve
the Expansion Project; provided, however, Borrower will be entitled to proceed
with the Expansion Project if (A) such project as reflected in the final plans
and specifications is consistent with the Preliminary Plans, (B)
the construction and operation of the Expansion Project will comply with
applicable Laws, and (C) Lender determines, in its reasonable judgment, that
<PAGE>
the construction and operation of the Expansion Project will not adversely
impact the value of the Property (it being agreed by Lender that on the basis
of the Preliminary Plans, proposed tenant mix, and other information provided
by Borrower up to the date of this Amendment, Lender does not now believe that
the Expansion Project will adversely impact the value of the Project).  Upon
approval of the Expansion Project and the commencement thereof, Borrower shall
diligently pursue the same to completion substantially in accordance with the
final plans and specifications and construction schedule submitted to
Prudential as provided above and all applicable Laws.  Upon completion thereof,
Borrower shall furnish to Prudential (a) a certificate or certificates of the
responsible architect(s) and engineer(s) with respect to the Expansion Project
as constructed, in a form acceptable to Prudential (it being agreed that such
certificates will be acceptable if they are substantially similar in content
to the certificates previously received by Original Lender with respect to the
Project), (b) copies of as-built plans and specifications for the Expansion
Project, (c) an as-built survey of the portions of the Property affected by
the Expansion Project, (d) an endorsement to the Title Policy (x) insuring
against any mechanics' liens arising from the Expansion Project and (y)
insuring the accuracy of such survey and the absence of any encroachments as
a result of the Expansion Project, and (e) as tenants of the spaces in the
Expansion Project take possession of their respective spaces, estoppel
certificates executed by such tenants.

     7.    NOTICES.  Section 14.4 of the Existing Loan Agreement is hereby
amended to provide that notices to the Lender under the Loan Agreement shall
hereafter be addressed as follows:

                        The Prudential Insurance Company
                          of America
                        c/o Prudential Capital Group
                        Two Prudential Plaza
                        180 North Stetson Street
                        Suite 5600
                        Chicago, Illinois 60601
                        Attention:  Managing Director
                                      Re:  Old Orchard Shopping Center
                                      Prudential Loan No. 6-102-354

           with a copy to:

                        The Prudential Insurance Company
                          of America
                        One Prudential Plaza
                        Suite 1300
                        Chicago, Illinois 60601
                        Attention:  Regional General Counsel
                                      Re:  Old Orchard Shopping Center
                                      Prudential Loan No. 6-102-354

     8.    INCORPORATION OF RECITALS AND EXHIBITS.  The Recitals to this
Amendment and all Exhibits attached hereto are hereby incorporated into and
shall constitute a part of this Amendment.

     9.    NO WAIVER OR MODIFICATION.  Nothing contained herein shall be
construed to disturb, discharge, cancel, impair or extinguish the indebtedness
and obligations evidenced by the Existing Note or constitute a novation of
such indebtedness (other than as provided in the Amended Note), or waive,
release or impair the lien and validity of the Mortgage or the other Loan
Documents.  Borrower covenants and agrees that the indebtedness under the
<PAGE>
Note continues to be secured by the Mortgage and the other collateral and
security heretofore or hereafter given the Prudential to secure such
indebtedness, whether by the undersigned or otherwise, and that all of the
terms, covenants, provisions and obligations of the Existing Mortgage and the
other Existing Loan Documents remain in full force and effect in accordance
with their terms, except as expressly amended by this Amendment and the other
Loan Document Amendments.

     10.   AGREEMENT BINDING.  This Amendment, the other Loan Document
Amendments, and the other Loan Documents set forth the entire understanding
between Borrower and Prudential relative to the Loan, and the same shall not
be amended except by a written instrument duly executed by each of Borrower
and Prudential.  The provisions hereof shall be binding upon Borrower and
Prudential and the representatives, successors and assigns of each of
Borrower and Prudential, including successors in interest of Borrower in and
to all or any part of the Project or any direct or indirect interest in
Beneficiary, and shall inure to the benefit of Prudential and its successors
and assigns.

     11.   COUNTERPARTS.  This Amendment may be executed in any number of
counterparts, each of which shall be in an original, but all of which
counterparts shall together constitute one and the same instrument.

     12.   PARTIAL INVALIDITY; INCONSISTENCIES.  In the event that any one or
more of the provisions contained in this Amendment shall be held to be
invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions contained herein shall not, in any
way, be affected or impaired.  In the event of a conflict or inconsistency
between the provisions of the Loan Documents and the provisions of the Loan
Document Amendments, the provisions of the Loan Document Amendments shall
govern.  The Loan Document Amendments and the Loan Documents are intended to
be interpreted in a manner which renders their respective terms and provisions
consistent with one another; however, in the event of an inconsistency between
any of the Loan Document Amendments and the other Loan Documents which cannot
reasonably be reconciled, the Loan Document Amendments are intended to
control.

     13.   INTERPRETATION.  Each party and its counsel has reviewed and
revised the Loan Document Amendments and agrees that the normal rule of
construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of such
document.  The use in the Loan Document Amendments of the words "including",
"such as", or words of similar import when following any general term,
statement or matter shall not be construed to limit such statement, term or
matter to the specific items or matters, whether or not language of
non-limitation such as "without limitation" or "but not limited to", or words
of similar import are used with reference thereto, but rather shall be deemed
to refer to all other items or matters that could reasonably fall within the
broadest possible scope of such statement, term or matter.

     14.   PAYMENT OF COSTS.  Borrower shall pay all fees and expenses of
Prudential incurred in connection with the modification of the Loan Documents
and/or the transaction described herein, including without limitation updated
title endorsement charges and Prudential's reasonable legal fees and expenses.

     15.   GOVERNING LAW.  This Amendment shall be governed by, and construed
in accordance with, the internal laws of the State of Illinois.


<PAGE>
     16.   WAIVER OF JURY TRIAL.  THE PARTIES TO THIS AMENDMENT HEREBY WAIVE,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTER-CLAIM FILED BY EITHER PARTY, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS
AMENDMENT, ANY OF THE OTHER LOAN DOCUMENT AMENDMENTS, OR ANY ACTS OR OMISSIONS
OF PRUDENTIAL IN CONNECTION THEREWITH.

     17.   LIABILITY LIMITATIONS.  This Amendment, and the liabilities of each
of Borrower, USC-OO, and all other Exculpated Parties under the provisions of
this Amendment, are subject to the limitations on liability set forth in
Section 14.20 of the Loan Agreement (as amended by Sections 17 and 18 of the
Transfer Agreement).  The parties acknowledge that the provisions contained in
Section 14.20 of the Loan Agreement (which are also set forth in the Note)
have been amended in certain respects as reflected in the Note; accordingly,
in the event of any conflict between Section 8 of the Note and Section 14.20
of the Loan Agreement, Section 8 of the Note shall control.

     18.   TRUSTEE EXCULPATION.  This Amendment is executed by American
National Bank and Trust Company of Chicago, not personally but solely as
Trustee as aforesaid, in the exercise of the power and authority conferred
upon and vested in it as such Trustee (and American National Bank and Trust
Company of Chicago hereby represents and warrants that it possesses full
power and authority to execute this instrument).  All the terms, provisions,
stipulations, covenants and conditions to be performed hereunder (whether or
not the same are expressed in terms of covenants, promises or agreements), are
undertaken by it solely as Trustee, as aforesaid, and not individually, and no
personal liability shall be asserted to be enforceable against Trustee by
reason of any of the terms, provisions, stipulations, covenants and conditions
contained herein.

            [Signatures contained on following page]




























<PAGE>
     IN WITNESS WHEREOF, Borrower and Prudential have executed this Amendment
as of the date first written above.


BENEFICIARY:                      OLD ORCHARD URBAN LIMITED PARTNERSHIP, an
                                  Illinois limited partnership

                                  By:  USC Old Orchard, Inc., a Delaware
                                       corporation, its General Partner


                                       By: ________________________________
                                       Its:________________________________


TRUSTEE:                          AMERICAN NATIONAL BANK AND TRUST COMPANY
                                  OF CHICAGO, not personally but as Trustee
                                  aforesaid


                                  By: _____________________________________
                                  Its:_____________________________________

                                  
LENDER:                           THE PRUDENTIAL INSURANCE COMPANY OF
                                  AMERICA, a New Jersey corporation


                                  By:______________________________________
                                               Its Vice President