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                                                                   Exhibit 10.24
               ZML-OLD ORCHARD LIMITED PARTNERSHIP

     AGREEMENT FOR PURCHASE AND SALE OF PARTNERSHIP INTEREST
     -------------------------------------------------------


     THIS AGREEMENT FOR PURCHASE AND SALE OF PARTNERSHIP INTEREST
(this "Agreement") is made and entered into as of the 18th day of
December, 1996, by and between ZML-OO ASSOCIATES LIMITED
PARTNERSHIP ("ZML"), a Delaware limited partnership having an
office c/o Equity Properties and Development Limited Partnership,
Suite 1000, Two North Riverside Plaza, Chicago, Illinois 60606,
and URBAN SHOPPING CENTERS, L.P. (the "Operating Partnership"),
an Illinois limited partnership, USC OLD ORCHARD, INC. (the
"QRS"), a Delaware corporation, and H. RIGEL BARBER, GARY A.
NICKELE AND JEFFREY A. GLUSKIN, NOT PERSONALLY BUT SOLELY AS
OWNER TRUSTEES OF THE OLD ORCHARD TRUST, UNDER TRUST AGREEMENT
DATED AS OF NOVEMBER 22, 1996 ("Orchard Trust"), an Illinois
trust, each having an office at Suite 1500, 900 North Michigan
Avenue, Chicago, Illinois 60611.  The QRS, the Operating
Partnership and Orchard Trust are collectively referred to in
this Agreement as "Urban".

                            RECITALS
                            --------

     A.   ZML-Old Orchard Limited Partnership (the "Partnership")
is an Illinois limited partnership that is engaged in the
business of operating a shopping center (the "Business") located
in Skokie, Illinois and known as "Old Orchard", being the parcel
of land bounded on the north by Old Orchard Road, on the east by
Skokie Boulevard, on the south by Golf Road and on the west
generally by Lawler and vacated LaVergne, in the Village of
Skokie, County of Cook, State of Illinois.  Such parcel of land,
together with (i) certain land and improvements owned by Marshall
Field & Co. ("Field"), (ii) certain land and improvements owned
by the Village of Skokie and leased by the ANB Trust (hereinafter
defined) and the Partnership and on which is located the
Nordstrom Parking Deck, and (iii) those improvements owned by May
Department Stores Company doing business as Lord and Taylor
("Lord and Taylor"), Nordstrom, Inc. ("Nordstrom") and Federated
Department Stores, Inc. doing business as Bloomingdale's
("Bloomingdale's"), in each case subject to a landlord's
reversionary interest, (collectively, and including Saks & Co.
["Saks"] and Field, the "Anchors", and individually each an
"Anchor"), constitute the retail shopping center and professional
office building known as "Old Orchard" and herein referred to as
the "Shopping Center".

     B.   American National Bank and Trust Company of Chicago,
not personally but solely as Trustee under Trust Agreement dated
June 1, 1993, and known as Trust No. 116914-09 (the "ANB Trust")
is the record owner of fee simple title to the Premises
(hereinafter defined) that is a part of Old Orchard.  Subject to
the rights of the Existing Lender (hereinafter defined) in
connection with the Prudential Loan (hereinafter defined), the
Partnership has the sole power of direction over the ANB Trust
and the Partnership is the owner of one hundred percent (100%) of
the beneficial interest in the ANB Trust, as well as the Other
Property (hereinafter defined).  ZML is the general partner of
the Partnership.

     C.   The Partnership acquired the Shopping Center in
September, 1993 from Old Orchard-Urban Venture ("OOUV"), an
Illinois general partnership, and completed a phased renovation
and expansion of the Shopping Center (the "Redevelopment
Project") that had been begun by OOUV.  The Development Manager
for the Redevelopment Project, both before and after September,
1993, was JMB Properties Company and then Urban Retail Properties
Co. ("Urban Retail"), each an affiliate of Urban.  Prior to and
since September, 1993, the Shopping Center has also been managed
and leased by JMB Properties Company and then Urban Retail.






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     D.   The Partnership was created and exists in accordance
with the terms of that certain Agreement of Limited Partnership
dated August 30, 1993 (the "Partnership Agreement") by and
between ZML, as general partner, and OOUV, as limited partner.
Prior to Closing, OOUV intends to distribute its interest in the
Partnership to its partners, and to have such interest further
transferred through a series of transactions such that OOUV,
Inc., a Delaware corporation, has a .00052% limited partnership
interest in the Partnership and the Orchard Trust has a 10.41618%
limited partnership interest in the Partnership, and OOUV would
no longer be a partner of the Partnership.

     E.   As provided for in and subject to the terms of this
Agreement, Urban has agreed to purchase from ZML, and ZML has
agreed to sell to Urban, the interest of ZML in the Partnership.

     THEREFORE, in consideration of and in reliance upon the
above Recitals, the terms, covenants and conditions contained in
this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, ZML and
Urban agree as follows:

     1.   PROPERTY AND PARTNERSHIP INTEREST.
          ----------------------------------

          A.   PROPERTY.  As used in this Agreement, the term
"Property" means the following described property (all of which
is hereinafter collectively referred to as the "Property"):

          (i)  that certain tract of real estate in the Village
     of Skokie, County of Cook, State of Illinois, which real
     estate is legally described in attached EXHIBIT A, together
     with all and singular easements, covenants, agreements,
     rights, privileges, tenements, hereditaments and
     appurtenances thereunto now or hereafter belonging or
     appertaining (collectively, the "Land"); and

          (ii) all right, title and interest of the ANB Trust
     and/or the Partnership, if any, in and to any land lying in
     the bed of any street, alley, road or avenue (whether open,
     closed or proposed) within, in front of, behind or otherwise
     adjoining the Land or any of it, and all right, title and
     interest of the ANB Trust and/or the Partnership, if any, in
     and to any award made or to be made as a result or in lieu
     of any condemnation occurring on or after the date of this
     Agreement, and in and to any award for damage to the
     Property or any part thereof by reason of any casualty
     occurring on or after the date of this Agreement, if and to
     the extent the resultant damage has not been repaired as of
     Closing at the expense of the Partnership (all of the
     foregoing being included within the term "Land"); and

          (iii)     all of the buildings, structures, fixtures,
     facilities, installations and other improvements of every
     kind and description now or hereafter in, on, over and under
     the Land, including, without limitation, any and all
     plumbing, air conditioning, heating, ventilating,
     mechanical, electrical and other utility systems, parking
     lots, landscaping, roadways, sidewalks, security devices,
     signs and light fixtures (collectively, the "Improvements")
     (the Land and Improvements being collectively referred to as
     the "Premises") excluding, however, any of the Improvements
     owned by tenants of the Premises pursuant to and as provided
     for in their respective Leases (hereinafter defined); and

          (iv) all furniture, furnishings, fixtures, equipment,
     machinery, maintenance vehicles and equipment, tools, parts,
     computer hardware and other items of tangible personalty of
     every kind and description situated in, on, over and under
     the Premises, which is not owned by tenants under the Leases
     or by contractors under the Service Contracts (hereinafter








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     defined), together with all replacements and substitutions
     therefor (collectively, the "Tangible Personal Property"),
     an itemization of which has been prepared by the Partnership
     and is attached to this Agreement as EXHIBIT B; and

          (v)  all existing surveys, blue prints, drawings, plans
     and specifications (including, without limitation,
     structural, HVAC, mechanical and plumbing plans and
     specifications) and other documentation for or with respect
     to the Property or any part thereof, including, without
     limitation, all materials, plans, specifications, drawings,
     renderings, models, permits, applications, bid
     solicitations, budgets, market or income and expense
     projections, feasibility or other studies and analyses,
     books and records and all other material and data generated
     or produced with respect to the Redevelopment Project; and
     all available tenant lists and data, correspondence with
     present and prospective tenants, vendors, suppliers, utility
     companies and other third parties, booklets, manuals and
     promotional and advertising materials concerning the
     Business or Property or any part thereof; equipment
     maintenance records, warranty information, sales and
     advertising materials and accounting information from
     mainframe computer (but not including software respecting
     same); and such other existing books, records and documents
     (including, without limitation, those relating to ad valorem
     taxes and leases) used in connection with the Business and
     the operation of the Property or any part thereof; all to
     the extent any of the foregoing are owned by the Partnership
     or the ANB Trust or in which either of them has an interest
     (in which case to the extent of such interest)
     (collectively, "Books and Records"); and

          (vi) all right, title and interest of the ANB Trust
     and/or the Partnership in and to all leases and other
     agreements for the use or occupancy of space in the Property
     (the "Leases"); and

          (vii)     all government permits, approvals,
     authorizations, licenses and franchises listed on attached
     EXHIBIT C, and all other currently effective government
     permits, approvals, authorizations, licenses and franchises
     that have been issued or granted to the Partnership and/or
     the ANB Trust to the extent they relate to the operation of
     the Business, the ownership, use or occupancy of the
     Property (whether before or after Closing) as herein
     provided (the "Licenses"); and

          (viii)    all right, title and interest of the
     Partnership under (xx) that certain Redevelopment Agreement
     dated May 8, 1995 by and between the Village of Skokie and
     the Partnership and its related documents, including the
     Developer Note referred to therein (the "Skokie Economic
     Assistance Package"), and (yy) that certain Old
     Orchard/Nordstrom Parking Garage Lease dated May 8, 1995 by
     and between the Village of Skokie, as lessor, and the ANB
     Trust and the Partnership, as lessee; and

          (ix) all right, title and interest of the ANB Trust
     and/or the Partnership in and to all prepaid real estate
     taxes, prepaid advertising expenses, prepaid utility charges
     and deposits and other prepaid items relating to the
     Business or the Property (the "Prepaid Expenses"), and all
     trade names, assumed names, trademarks, copyrights, service
     marks and applications listed on EXHIBIT N, and all goodwill
     associated therewith (the "Trademarks"), and all other
     intangible personal property used exclusively in connection
     with or arising from the Property or the Business (the
     "Intangible Personal Property"), including, without
     limitation, contract rights and telephone exchange numbers.









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As used in this Agreement, the term "Other Property" means all of
the Partnership's right, title and interest in and to the
Tangible Personal Property, the Books and Records, the Leases,
the Licenses, the Intangible Personal Property, the Prepaid
Expenses, the Skokie Economic Assistance Package and the
Trademarks.  A list of all Leases (the "Rent Roll"), that
includes for each Lease the tenant's name, a description of the
space leased, the amount of rent due (including rent steps and
their effective dates, if any), any obligations to pay common
area charges, real estate taxes, marketing fund contributions and
other items, if any, and the term, has been prepared by Urban
Retail, reviewed by ZML, and is attached to this Agreement as
EXHIBIT D.  A list of all employment, union, purchase, service
and maintenance agreements, equipment leases and any other
agreements and contracts that are or are to be binding against
the Partnership and/or the Property or any part thereof other
than the Leases, documents referred to in the Title Commitment or
Survey hereinafter provided for, the Field Operating Agreement
(hereinafter defined), and the Skokie Economic Assistance Package
(collectively, after the foregoing exclusions, the "Service
Contracts") has been prepared by Urban Retail, reviewed by ZML,
and is attached to this Agreement as EXHIBIT E.

          B.   PARTNERSHIP INTEREST.  As used in this Agreement,
the term "Partnership Interest" means the entire right, title and
interest of ZML in the Partnership, which constitutes the entire
right, title and interest in the Partnership other than the
portion thereof held by OOUV prior to the transfers referred to
in Recital D above.  Prior to the Closing, the interest of ZML in
the Partnership shall be bifurcated into a 1% general partnership
interest and an 88.5833% limited partnership interest; and
concurrently with the Closing, the transfers of OOUV's interest
in the Partnership referred to in Recital D above shall be made;
in each case with all rights, privileges, preferences and other
provisions of the Partnership Agreement remaining unchanged to
the extent applicable to the period prior to the Closing.

     2.   PURCHASE PRICE.  The purchase price to be paid by Urban
to ZML for the Partnership Interest is the sum (the "Purchase
Price") that is equal to the product arrived at by multiplying
(i) the difference obtained by subtracting the outstanding
principal balance as of Closing of the Prudential Loan from Two
Hundred Sixty-Six Million One Hundred Thousand Dollars
($266,100,000.00) by (ii) 89.5833%.  The Purchase Price shall be
paid as follows:

          A.   INTENTIONALLY OMITTED.

          B.   CASH AT CLOSING.  At Closing, Urban shall pay to
ZML, by wire transferred current federal funds, an amount equal
to the Purchase Price, plus or minus (as the case may be) the
prorations and adjustments provided for by this Agreement.

          C.   ALLOCATION.  At Closing, the QRS, a wholly owned
subsidiary of Urban Shopping Centers, Inc., the general partner
of the Operating Partnership, shall acquire the 1% partnership
interest of ZML in the Partnership as the general partner thereof
for 1.1163% of the Purchase Price (plus or minus prorations and
adjustments as aforesaid).  In addition, at Closing, the 88.5833%
partnership interest of ZML as a limited partner thereof shall be
acquired by the Operating Partnership and Orchard Trust for
98.8837% of the Purchase Price (plus or minus prorations and
adjustments as aforesaid) in a proportion to be determined by
Urban.

          D.   EXISTING MORTGAGE FINANCING.  At Closing, the
Property and Business shall be subject to the existing mortgage
loan (as more particularly herein described, the "Prudential
Loan") in favor of The Prudential Insurance Company of America
("Prudential") and Mellon Bank, N.A., as Trustee for First Plaza
Group Trust ("First Plaza", with First Plaza and Prudential being
collectively referred to as the "Existing Lender").  The
Prudential Loan is evidenced by, among other things, a
Construction Loan Agreement, Promissory





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Notes, and a Mortgage, Security Agreement and Fixture Filing,
each dated September 16, 1994, as amended (together with all
other documents evidencing or securing the Prudential Loan, the
"Prudential Loan Documents").  The outstanding principal balance
of the Prudential Loan at Closing is expected to be approximately
$160,000,000.00.

     3.   INSPECTION PERIOD.  Subject to the provisions of this
Section 3, Urban has had from October 1, 1996 through the date of
this Agreement (the "Inspection Period") within which to inspect
the Property.  Urban's inspection of the Property pursuant to
this Section 3 or otherwise in connection herewith has been and
shall be subject to the rights of tenants under the Leases and
other occupants and users of the Property.  No inspection shall
have involved, or shall involve, the taking of samples or other
physically invasive procedures without the prior written consent
of ZML.  Urban is and shall be responsible for restoring the
Property or any portion thereof to the condition in which it was
prior to Urban's inspection.  Notwithstanding anything to the
contrary contained in this Agreement, Urban shall indemnify and
hold the ANB Trust, the Partnership and ZML, and their respective
officers, partners (direct and indirect), directors, employees
and agents, and each of them, harmless from and against any and
all loss or injury to person and damage to property (including,
without limitation, attorneys' fees incurred in connection
therewith) arising out of or resulting from Urban's inspections
of the Property; and this indemnity shall survive the Closing or
any termination of this Agreement without limitation as to time.

     4.   EVIDENCE OF TITLE TO PROPERTY AND PARTNERSHIP INTEREST.

          A.   PRELIMINARY EVIDENCE OF TITLE.  ZML has heretofore
delivered to Urban (i) a commitment for an ALTA Owner's Title
Insurance Policy (the "Title Commitment"), dated October 25,
1996, in the amount of $266,100,000.00 issued by Chicago Title
Insurance Company (the "Title Insurer"); (ii) available copies of
all title exception documents referred to in the Title
Commitment; and (iii) written results of searches ("UCC
Searches") conducted by Lexis Document Service of the records of
the County Recorder of Cook County, Illinois, and the Secretary
of State for the State of Illinois, for Uniform Commercial Code
financing statements and tax and judgment liens in the name of
the ANB Trust, the Partnership, ZML or the Property.  ZML has
also heretofore delivered to Urban a survey of the Premises (the
"Survey").  As of Closing, the Survey shall be in a form
sufficient to enable the Title Insurer to delete the so-called
"survey exception" from the title policy to be issued pursuant to
the Title Commitment, shall be in accordance with the Minimum
Standard Detail Requirements for Land Title Surveys as adopted by
the American Title Association and American Congress on Surveying
and Mapping, certified to Urban and the Title Insurer, and shall
otherwise be reasonably acceptable to Urban and its counsel.

          B.   TITLE CLEARANCE.  Title to the Partnership
Interest shall be transferred to Urban at Closing free and clear
of all liens and encumbrances, and at Closing title to the
Property shall be insurable as hereinafter provided subject only
to those matters listed in attached Exhibit F (the "Permitted
Exceptions").

          C.   TITLE POLICY.  At Closing, ZML shall cause the
Title Insurer to deliver to Urban an ALTA Owner's policy of title
insurance (the "Title Policy") in the form formerly known as ALTA
Form B (1970), or equivalent form acceptable to Urban, in the
face amount of the $266,100,000.00 and dated as of the Closing
Date, showing title to the Premises to be vested of record in the
ANB Trust, subject only to the Permitted Exceptions, and
containing an extended coverage endorsement over the so-called
general or standard exception items 1, 2, 3, 4 and 5 which are a
part of the printed form of the policy.  It shall be a condition
precedent to Urban's obligations under this Agreement that it
receive at Closing the Title Policy with the Title Endorsements.







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     5.   CLOSING AND POST-CLOSING MATTERS.

          A.   CLOSING DATE.  The "Closing" of the transaction
contemplated by this Agreement (that is, the payment of the
Purchase Price, the transfer of title to the Partnership
Interest, and the satisfaction of all other terms and conditions
of this Agreement then to be satisfied (if not waived) as herein
provided) shall occur at 10:00 a.m. on December 18, 1996, at the
office of counsel for ZML in Chicago, Illinois.  The "Closing
Date" shall be the date of Closing.  Urban and ZML shall "pre-
close" the transaction provided for in this Agreement on December
16-17, 1996.

          B.   CLOSING DELIVERIES.

               (i)  ZML.  At Closing, ZML shall execute (as
appropriate) and deliver or cause to be delivered to Urban the
following:

                    (a)  assignments of the Partnership Interest
     as provided for in Section 2(C) above, in the form attached
     to this Agreement as EXHIBIT J;

                    (b)  letters advising tenants under the
     Leases, and Field and the Village of Skokie, of the change
     in control of the Partnership, directing such individuals
     and entities as appropriate to pay rent and other sums that
     are a part of the Property to Urban or as Urban may direct,
     such letter to be in a form prepared by Urban and reasonably
     acceptable to ZML;

                    (c)  a duplicate original of all of the
     Leases, the Field Operating Agreement and all written
     Service Contracts, if available (and if not available,
     complete and legible copies thereof so certified by ZML),
     and any and all building plans, surveys, site plans,
     engineering plans and studies, utility plans, landscaping
     plans, development plans, specifications, drawings, and
     other Books and Records in ZML's possession or control,
     provided that ZML need not deliver to Urban physical
     possession of the foregoing at Closing to the extent in the
     possession of Urban Retail and Urban Retail may retain
     possession of all such Books and Records;

                    (d)  any bonds, warranties or guaranties in
     possession or control of ZML which are for the benefit of
     the Business and/or the Property or any part thereof,
     without any representation or warranty by ZML concerning the
     transferability or enforceability thereof, to be surrendered
     at the Property upon Closing;

                    (e)  copies of all documents evidencing and
     governing the Skokie Economic Assistance Package, certified
     by ZML as such;

                    (f)  counterparts of the Closing Statement
     (hereinafter defined);

                    (g)  an affidavit stating, under penalty of
     perjury, ZML's U.S. taxpayer identification number and that
     ZML is not a foreign person within the meaning of Section
     1445 of the Internal Revenue Code;

                    (h)  such evidence of the authority of ZML to
     consummate the transactions provided for in this Agreement
     as may be reasonably requested by Urban (including an
     opinion of counsel as to power, authority and due
     execution);

                    (i)  an executed guaranty from Zell/Merrill
     Lynch Real Estate Opportunity Partners Limited Partnership
     II (the "ZML II Fund"), in form reasonably acceptable to
     Urban, guarantying the obligations of ZML under this
     Agreement;





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                    (j)  certificates of insurance for property
     and casualty coverages insuring the ANB Trust and the
     Partnership with respect to the Property for the period
     September 3, 1993 through the day immediately preceding the
     Closing Date, such certificates to be reasonably acceptable
     to Urban;

                    (k)  counterparts of a Termination Agreement
     for the Development Services Agreement and the Property
     Management Agreement pursuant to which Urban Retail has
     acted as the "Development Manager" and the "Property
     Manager" for the Shopping Center;

                    (l)  a copy of the trust agreement for the
     ANB Trust, certified by the trustee thereunder and showing
     the Partnership as the beneficiary thereof; and

                    (m)  counterparts of the Anticipation
     Agreement.

               (ii) URBAN.  At Closing, Urban shall execute (as
appropriate) and deliver or cause to be delivered to ZML the
following:

                    (a)  counterparts of assumptions of the
     Partnership Interest in the form(s) of EXHIBIT J attached to
     this Agreement;

                    (b)  counterparts of the Closing Statement;

                    (c)  by wire transfer to an account
     designated by ZML, the cash amounts required pursuant to
     Sections 2(B) and 2(C) above;

                    (d)  a proration credit indemnity pursuant to
     which Urban agrees to indemnify, defend and hold ZML
     harmless from the failure of Urban, the ANB Trust and/or the
     Partnership to pay liabilities for which Urban receives a
     credit at Closing pursuant to Section 5(C) below;

                    (e)  such evidence of the authority of the
     QRS, the Operating Partnership (including its general
     partner) and Orchard Trust to consummate the transactions
     provided for in this Agreement as may be reasonably
     requested by ZML (including an opinion of counsel as to
     power, authority and due execution);

                    (f)  an agreement, in form reasonably
     satisfactory to ZML and Urban, in which Urban agrees (xx) to
     rename, as of and after Closing, the Partnership to "Old
     Orchard Urban Limited Partnership" (and including evidence
     that it has done so) and (yy) not to use the names "Zell",
     "Merrill Lynch" or "ZML", or any combination, abbreviation
     or other derivative thereof, in connection with the
     Partnership, the Business or the Property;

                    (g)  counterparts of the Anticipation
     Agreement duly executed by OOUV;

                    (h)  counterparts of the Termination
     Agreements provided for in Section 5(B)(i)(k) above, duly
     executed by Urban Retail; and

                    (i)  an instrument duly executed by the
     Partnership whereby the Partnership acknowledges that it is
     bound by the terms of this Agreement to the extent expressly
     applicable to it from and after Closing, in form reasonably
     acceptable to ZML.










<PAGE>   8

               (iii)     PAYMENT OF REIMBURSABLE PREDEVELOPMENT
COSTS.  Immediately prior to Closing, and provided the Closing is
to occur, ZML shall cause the Partnership to pay to OOUV and its
successors as provided for in Recital D above, amounts equal to
$2,200,000.00 in the aggregate, in such proportions as are set
forth in that certain Agreement In Anticipation of Sale of
Partnership Interest of even date herewith by and between OOUV
and ZML (the "Anticipation Agreement").

          C.   CLOSING AND POST-CLOSING PRORATIONS AND
               ADJUSTMENTS.

               (i)  GENERAL.  In connection with the sale of the
Partnership Interest to Urban, a statement of prorations and
adjustments (the "Closing Statement") shall be prepared in
conformity with the provisions of this Agreement.  ZML shall be
deemed the owner of the Partnership Interest through the day
preceding the Closing Date and Urban shall be deemed the owner of
the Partnership Interest as of the Closing Date.  The Closing
Statement shall be subject to the review and approval by ZML and
Urban, such approval not to be unreasonably withheld by any party
hereto. It is the expectation of the parties that, immediately
prior to Closing, all priorities and preferences as to
distributions of cash within the Partnership shall have been
satisfied so that, at that time, ZML shall be entitled to
89.5833%, and OOUV shall be entitled to 10.4167%, of all such
distributions that would then be made.  In addition, OOUV (or its
permitted successor(s) and assign(s)) will remain as limited
partner(s) of the Partnership after Closing as to its (or their)
then 10.4167% interest in the Partnership.  Accordingly, unless
and to the extent otherwise expressly provided for in this
Agreement, ZML shall have the benefit and bear the burden of
89.5833% of all prorations and adjustments, and the Partnership
shall, in turn, have the benefit and bear the burden of the
remaining 10.4167%, as to items to the extent attributable to the
period prior to the Closing Date.  Consistent with the foregoing,
and in addition to prorations and adjustments that may otherwise
be provided for in this Agreement, the following items are to be
prorated as of the Closing Date, as between ZML and the
Partnership as aforesaid, except as otherwise set forth below:

                    (a)  the "minimum" or "base" rent paid by
     tenants for the current period under the Leases; provided
     that rent and all other sums which are due and payable by
     any tenant for the period prior to the Closing Date but
     uncollected as of Closing, whether or not past-due
     ("Retained Rents") shall not be prorated, and Urban shall
     cause the Partnership to remit to ZML 89.5833% of any
     Retained Rents received by or for the account of the
     Partnership or Urban if, as and when collected, but only to
     the extent a deficiency in the then current rent and other
     charges for any such tenant is not thereby created (assuming
     consistent application of the remaining 10.4167% thereof)
     unless otherwise specifically designated in writing by the
     tenant to be applied against Retained Rents.  At Closing,
     ZML shall deliver to Urban a schedule of all Retained Rents
     then known to ZML, and Urban shall cause the Partnership to
     bill for same for six (6) months after Closing.  Except as
     to parties in bankruptcy, ZML shall not seek to collect any
     Retained Rents for a period of six (6) months after Closing,
     and thereafter may cause the Partnership (at ZML's cost and
     expense) to do so but shall seek only monetary damages in
     any lawsuit and shall not seek to dispossess any tenant
     under the Leases.  ZML shall be free to pursue at any time
     Retained Rents from parties in bankruptcy and upon receipt
     thereof, and after deducting therefrom the reasonable costs
     of collection, shall pay to the Partnership 10.4167%
     thereof.  All other percentage rent and reimbursement of
     real estate taxes, common area maintenance, mall
     maintenance, utility charges, water and sewer charges,
     insurance and merchant's association dues and assessments
     and all other charges to or contributions by tenants under
     the Leases shall be prorated as follows:






<PAGE>   9


                              (xx) with respect to percentage
          rent due for each percentage rent period under a Lease
          which ends prior to or includes the Closing Date, upon
          receipt by Urban or the Partnership of any such
          percentage rent, ZML shall be entitled to receive
          89.5833% of a portion thereof, such portion being the
          product arrived at by multiplying the amount of the
          percentage rent received from each such tenant for such
          period by a fraction, the denominator of which is the
          number of days in the period for which percentage rent
          is being paid and the numerator of which is the number
          of days in such period prior to the Closing Date; and

                              (yy) with respect to all other
          charges to or contributions by tenants under the Leases
          for the periods under such Leases which end prior to or
          include the Closing Date (other than as to real estate
          taxes), ZML shall be entitled to receive 89.5833% of a
          portion thereof, such portion being the product arrived
          at by multiplying the amount of such charges and
          contributions received from each such tenant for such
          periods by a fraction, the denominator of which is the
          number of days in the period and the numerator of which
          is the number of days in such period prior to the
          Closing Date; provided, however, that after Closing,
          such proration shall be recalculated and determined on
          the basis of the ratio which the expenses actually paid
          by the Partnership prior to Closing for such period
          bear to the total of all expenses with respect to such
          period for which such payment was made by the tenant.

     If the Partnership has prior to Closing collected from any
     tenant estimated amounts or prepayments, 89.5833% of these
     amounts shall be credited against ZML's prorata share as
     aforesaid, and if 89.5833% of such amounts is in excess of
     ZML's prorata share as provided for in this clause (a), then
     ZML shall pay 100% of such excess to the Partnership within
     ten (10) days after receipt of demand therefor; in no event
     shall ZML be entitled to receive payments in excess of its
     89.5833% share of the payments to which the Partnership is
     entitled as of Closing under the Leases as then in effect.
     Urban shall (or shall cause the Partnership to) account for
     the prorations provided for in this clause (a) and pay (or
     cause the Partnership to pay) any amounts owed ZML from time
     to time within thirty (30) days after receipt by Urban or
     the Partnership from time to time of percentage rent and all
     other such charges or contributions;

                    (b)  water, electric, telephone and all other
     utility and fuel charges, fuel on hand (at cost plus sales
     tax), and any deposits with utility companies (to the extent
     possible, utility prorations will be handled by meter
     readings on or before the Closing Date);

                    (c)  amounts due and prepayments under the
     Service Contracts;

                    (d)  accrued but unpaid interest under the
     Prudential Loan;

                    (e)  assignable license and permit fees;

                    (f)  other expenses of operation and
     proratable items (including, without limitation, Prepaid
     Expenses, amounts paid or payable under the Field Operating
     Agreement (except as to the matter referred to at item 14 on
     attached EXHIBIT W) and amounts, if any, payable under the
     Collective Bargaining Agreement listed as item 9 on attached
     EXHIBIT W); and










<PAGE>   10


                    (g)  subject to the provisions of the
     Termination Agreement provided for in Section 5(B)(i)(k)
     above, amounts due Urban Retail under the Property
     Management Agreement with respect to the period prior to
     Closing Date.

Notwithstanding the foregoing:  (aa) real estate taxes and
assessments shall  not be prorated, but shall be adjusted and
paid as provided for in Section 5(C)(ii) below; and (bb) payments
due from the Village of Skokie under the Skokie Economic
Assistance Package shall be prorated as funds are actually
received from time to time pursuant thereto based on sales taxes
generated before and after Closing (it being understood and
agreed that "interest" accruing on the "Developer Note" that is a
part of the Skokie Economic Assistance Package is not to be
prorated as it is merely a means of determining the  maximum
amount payable thereunder).  Any proration which must be
estimated at Closing shall be reprorated and finally adjusted as
promptly as possible after the Closing Date.

               (ii) REAL ESTATE TAXES.  To the extent real estate
taxes and assessments applicable to the Premises (referred to in
this subsection (ii) as "taxes") are to be paid by tenants other
than the Anchors, over the course of a calendar year (for
example, 1996) estimated payments are made monthly for the taxes
then accruing, which taxes are payable in March and September of
the following calendar year (that is, for example, 1997), with
such estimated payments adjusted during the first few months of
the next calendar year (in the example, 1998) to account for
actual amounts paid for taxes for the calendar year in which the
estimated monthly payments were actually made (in the example,
1996).  The Anchors pay the taxes applicable to that portion of
the Premises each occupies directly to the County Collector; in
addition, Bloomingdale's, Saks and Lord and Taylor contribute
towards taxes applicable to common areas.  Accordingly, upon
issuance of tax bills for the Premises (other than tax bills
payable by Anchors) that will occur in 1997 for taxes applicable
to 1996:  (aa) Urban shall cause the Partnership to pay the first
installments of such 1996 taxes; and (bb) with respect to the
second installments, ZML shall pay to Urban, not less than two
(2) business days prior to the last date the second installments
for such 1996 taxes are due prior to delinquency, for payment to
the County Collector, 89.5833% of the amount equal to difference
obtained by subtracting $300,000.00 from the amount collected by
the Partnership prior to Closing from tenants in payment of their
share of such 1996 taxes (presently estimated to be, for example,
$3,921,031 - 300,000 = $3,621,031 x 89.5833% = $3,243,839.00).
Urban shall thereupon cause the Partnership to pay all bills for
the second installment of such taxes and bill tenants of the
Shopping Center for any additional amounts owed by them for such
1996 taxes.  If and to the extent the full amount of such 1996
taxes is not paid by tenants of the Shopping Center (whether
before or after Closing) as aforesaid, then 89.5833% of the first
$150,000.00 of any shortfall shall be borne by ZML and the
remainder shall be borne by the Partnership as existing after Closing.

               (iii)     SECURITY DEPOSITS.  At Closing, 89.5833%
of the amount of security deposits paid under the Leases (the
"Security Deposits"), together with interest thereon (if required
by law or the applicable Leases), in the aggregate amount shown
on attached EXHIBIT I, shall be paid by ZML to the Partnership,
to be held by the Partnership (together with the other 10.4167%
of such amount) and the Partnership shall continue to be responsible
for all of such amount and hold same pending application or refund in
the ordinary course of business.

               (iv) LEASING COMMISSIONS AND TENANT ALLOWANCES;
RENT ABATEMENT.  Urban shall receive at Closing a credit in an
amount equal to 89.5833% of the leasing commissions and tenant
allowances owed in respect of the Leases as identified on attached
EXHIBIT H, and after the Closing the Partnership shall be responsible
for and pay when due all such commissions and allowances, including the
other 10.4176% thereof.  In addition, Urban shall receive at Closing a
credit in an amount equal to 89.5833% of $40,086.57 and $42,950.84 due





<PAGE>   11


to Z Gallerie and Great Train Store, respectively, on account of
rent abatements or rent reductions as to the Leases for such
tenants.  After Closing, and with respect to the tenant prospects
identified on attached EXHIBIT X, if within 180 days after the
Closing Date, any such prospect enters into a lease for space in
the Shopping Center, then, as to each such prospect, Urban shall
cause the Partnership to pay to or at the direction of ZML a
leasing commission in an amount equal to 50% of the commission
that would have been earned as to such lease by Urban Retail
pursuant to the Property Management Agreement referred to in
Section 5(B)(i)(k) above.

               (v)  EMPLOYEES.  Neither ZML nor the Partnership
has any employees.  All employees at the Premises are employees
of Urban Retail and shall continue to be so employed in the
ordinary course of business notwithstanding the transaction
provided for in this Agreement.

               (vi) PARTNERSHIP CASH AND POST-CLOSING
COLLECTIONS. At Closing, after payment is made by the Partnership
as provided for in Sections 5(B)(iii) and 5(C)(iii) above, and
subject to a reserve of  $1,000,000.00 to be held by ZML for the
payment of pre-Closing expenses not prorated or adjusted as
herein provided, 89.5833% of all cash and cash equivalents of the
Partnership shall be paid to and/or retained by ZML, to be held
by ZML for its own account, and at Closing ZML shall cause the
Partnership to distribute the remaining 10.4167% to OOUV.  After
Closing, Urban shall cause the Partnership to bill and collect in
the ordinary course of  business all amounts owed from tenants
and other parties under the Leases and other documents affecting
the Business or the Property or any part thereof, and upon
receipt of funds from time to time promptly remit to ZML its
share thereof in accordance with the provisions of this
Agreement.  It is understood and agreed that, except as otherwise
expressly provided for in this Agreement and notwithstanding the
transfer of the Partnership Interest as herein provided, ZML is
retaining all of its right, title and interest in and to 89.5833%
of all funds received and to be received by the Partnership in
respect of the period prior to the Closing Date (such funds being
referred to herein as the "Retained Funds").  To the extent that
ZML's receipt of Retained Funds results in an obligation to pay
an amount to a tenant of the Property or to Field (whether as
reimbursement of sums previously paid by for taxes or otherwise),
ZML shall promptly pay such amount to the Partnership, for
payment to the tenant or Field, as the case may be, within twenty
(20) days after receipt from the Partnership of demand therefor.
The Retained Funds include, without limitation:  (a) 89.5833% of
amounts owed from Anchors for 1995 real estate taxes paid by the
Partnership in 1996 (estimated to be approximately $550,000.00)
[but it is expected that the Partnership shall be obligated to
refund to other tenants excess amounts (estimated to be
approximately $350,000.00) paid by such tenants for such taxes,
and the Partnership shall be entitled to offset the later against
the former, providing ZML with reasonably detailed information
with respect thereto]; and (b) a $200,000.00 lease termination
payment to be received from Rush Presybterian St. Luke's Medical
Center (as successor to Anchor Organization for Health Maintenance),
as to which ZML shall receive 89.5833% thereof. This Section 5(C)(vi)
shall survive the Closing without limitation as to time.

               (vii)     ADA COMPLIANCE.  Urban shall receive at
Closing a credit in an amount equal to 89.5833% of $63,421.00 on
account of the need to satisfy requirements of the Americans with
Disabilities Act with respect to washroom facilities in the
office building that is part of Old Orchard.

               (viii)    FIELD CAM DISPUTE.  The schedule of
Retained Rents to be delivered to Urban at Closing as above provided
for shall contain an account receivable due from Field (presently
estimated to be $381,208.28, of which ZML would be entitled to 89.5833%,
or $341,498.96).  After Closing, Urban, either directly or through the
Partnership, shall negotiate a settlement of such account receivable
and shall promptly pay to ZML 89.5833% of all funds received from the
settlement.  Any amount not paid by Field shall





<PAGE>   12


be billed by the Partnership to tenants of the Shopping Center to
the extent permitted by their leases and Urban shall cause ZML to
receive 89.5833% of all amounts collected from such billings.  If
and to the extent ZML does not receive from the foregoing sources
100% of its 89.5833% interest in the Field receivable that is the
subject of this Section 5(C)(viii), then Urban shall pay (or
cause the Partnership to pay) to ZML 50% of the shortfall.

               (ix) MARKETING FUND.  The Closing Statement is to
provide Urban with a credit of $169,223.27, representing 89.5833%
of the difference obtained by subtracting from $200,000.00 the
aggregate amount ($11,099.53) of two accounts receivable (the "MF
Receivables") owed to the Marketing Fund maintained by the
Partnership for the Shopping Center.  ZML shall retain all funds
being held by the Partnership as of Closing for the Marketing
Fund, such funds to be distributed by the Partnership immediately
prior to Closing as provided for in the Anticipation Agreement.
The Partnership shall, after Closing, continue to be responsible
for and pay all expenses of the Marketing Fund, whether incurred
before or after Closing, all such expenses, to the extent heretofore
incurred, having been incurred through Urban Retail. In addition, the
Partnership shall retain the MF Receivables and the MF Receivables
shall not be a part of the Retained Rents or the Retained Funds.

          D.   CLOSING COSTS.  ZML's Portion of the premium for
the Title Policy (other than charges for the Title Endorsements
[hereinafter defined]) and the cost of the Survey shall be paid
by ZML, and Urban's Portion thereof shall be paid by Urban, where
ZML's Portion is 89.5833% and Urban's Portion is 10.4167%.  ZML
shall be responsible for 44.8% of all escrow fees in connection
with the transactions provided for in this Agreement and 44.8% of
the cost of the Title Endorsements, and Urban shall pay the
balance thereof. Urban and ZML shall be responsible for the fees
of their respective attorneys, agents, consultants and representatives
in connection with the preparation and performance of this Agreement
and the Closing contemplated hereunder.  ZML shall pay from pre-Closing
Partnership funds the $250,000.00 transfer fee payable under the
Prudential Loan Documents in connection with the transactions provided
for in this Agreement; ZML shall pay 89.5833% of the legal fees and
expenses incurred by the Existing Lender in connection with the final
advance under the Prudential Loan and Urban shall pay (or cause the
payment of) the other 10.4167%; and the legal fees and expenses incurred
by the Existing Lender in connection with the transactions provided for
in this Agreement shall be paid 44.8% by ZML and 55.2% by Urban.

          E.   POSSESSION OF PREMISES.  As of Closing, the
Partnership and/or Urban Retail (as the case may be) shall
continue to retain full and complete possession and use of the
Premises and Books and Records, subject only to the Permitted
Exceptions and such other matters as are expressly permitted by
or pursuant to the Agreement.

          F.   1996 TAX RETURNS.   The 1996 Federal and State
income tax returns for the Partnership shall be prepared by Ernst
& Young/Kenneth Leventhal and the cost thereof shall be split
between ZML and Urban proportionately based upon their respective
periods of ownership of the Partnership Interest during 1996, and
ZML shall only be obligated to pay 89.5833% of the cost thereof
for the pre-Closing period.   Items of profit, loss and gain
shall be allocated to the partners of the Partnership based on
their respective periods of ownership of their interests therein.
In connection therewith, the Partnership's returns shall reflect
an election under Section 754 of the Internal Revenue Code with
respect to the transaction provided for in this Agreement.  Urban
(for itself and on behalf of the Partnership) and ZML shall, and
shall cause its and their respective officers, employees, agents,
auditors and representatives to, cooperate in preparing and
filing all returns, reports and forms relating to such taxes
(whether for 1996 or for other tax years), including maintaining
and making available to each other all records necessary in
connection with such taxes and in resolving all disputes and
audits with respect to all taxable periods relating such taxes.
This Section 5(F) shall survive the Closing for three (3) years.






<PAGE>   13


          G.   MECHANICS LIENS.  The Title Policy is to contain
17 exceptions to title pertaining to mechanics lien claims:  (i)
seven (7) of these exceptions (items BH, BK, BL, BS, BT, CF and
CH) have been insured over by the Title Company on the basis of
undertakings provided by either a tenant or contractor involved
in the work; (ii) seven (7) of these exceptions (items BX, BY,
BZ, CA, CC, CI and CQ) involve Eyewear Gallery, Inc.; and (iii)
the remaining three (3) exceptions (items CD, CE and CG) involve
other tenants.  ZML shall have no responsibility for the seven
(7) claims that are the subject of the exceptions referred to in
clause (i) above.  The Title Endorsements shall provide for
insurance over, and after Closing, ZML shall settle and pay, the
other mechanics lien claims (that is, those that are the subject
of the exceptions referred to in clauses (ii) and (iii) above),
and in connection therewith shall have the right to cause the
Partnership (at ZML's cost and expense) to enforce any and all
rights and remedies that may be available with respect thereto
(including, without limitation, the institution and prosecution
of eviction and/or other legal proceedings).  Urban shall cause
the Partnership to pay upon demand 10.4167% of the settlement
amounts required to be paid by ZML as aforesaid, together with
10.4167% of the reasonable costs incurred by ZML in obtaining the
settlements.  ZML and Urban shall each reasonably cooperate with
the other in the resolution of all such mechanics lien claims in
accordance with the provisions of this Section 5(G).

          H.   REAL ESTATE TAX PROTESTS.  ZML reserves the right
to protest real estate taxes applicable to the Premises for the
year 1996 and all prior years and to retain any refunds resulting
therefrom net of expenses and amounts (if any) that may be
refundable to tenants or due tenants as a credit or otherwise
reduce the amount of taxes to be passed through to tenants, with
any such savings for 1996 to be prorated between ZML and the
Partnership based upon their respective periods of ownership that
year.  With respect to any such savings attributable to the pre-
Closing period, ZML shall retain 89.5833% thereof and remit the
balance to or at the direction of the Partnership.

     6.   INTENTIONALLY OMITTED.

     7.   INTENTIONALLY OMITTED.

     8.   URBAN REPRESENTATIONS; SURVIVAL.  The Operating
Partnership, the QRS and Orchard Trust each represents to ZML
that the following are true and correct:

                    (i)  It is duly organized, validly existing
                    and qualified and empowered to conduct its
                    business and has full power and authority to
                    enter into and fully perform and comply with
                    the terms of this Agreement.  Neither its
                    execution and delivery of this Agreement nor
                    its performance hereunder will conflict with
                    or result in the breach of any contract or
                    agreement to which it is a party or by which
                    it is bound.  To its knowledge, neither its
                    execution and delivery of this Agreement nor
                    its performance hereunder will conflict with
                    any ordinances, laws, rules or regulations to
                    which it is subject.

                    (ii) The signatories to this Agreement on its
                    behalf have full right, power and authority
                    to enter into this Agreement and to
                    consummate the transactions contemplated
                    herein.  This Agreement is valid and
                    enforceable against it in accordance with its
                    terms and each instrument to be executed by
                    it pursuant to this Agreement or in
                    connection herewith will, when executed and
                    delivered, be valid and enforceable against
                    it in accordance with its terms, subject to
                    bankruptcy laws







<PAGE>   14


                    and other similar laws affecting the
                    rights of creditors generally and to the
                    exercise of judicial discretion in the
                    granting of equitable relief.

                    (iii)     There is no lawsuit or arbitration
                    proceeding pending or, to its knowledge,
                    threatened, against it which seeks to
                    restrain or prohibit or to obtain damages in
                    respect of this Agreement or the consummation
                    of the transactions contemplated by this
                    Agreement.

As used in this Agreement, the term "to Urban's knowledge" or the
knowledge of Urban Retail or any entity comprising Urban, and
words of similar import, shall mean the actual knowledge of
Matthew Dominski, Michael Hilborn, Michael Laing, Bruce Becker,
Peter Erie, Martha Spatz, Douglas Kiehn, Ross Glickman, Wendy
Peczkowski, Judy Jacobs, Ken Marshal and Charles Porter, without
independent investigation or inquiry.  Urban represents that such
persons, collectively, have primary knowledge as to all matters
relating to the matters in respect of which references to such
"knowledge" are made.  All representations of each entity
comprising Urban contained in this Agreement (and any covenants
and agreements which by their terms may require performance after
Closing, to the extent thereof) shall survive the Closing;
provided, however, that the representations of each such entity
(other than the representation in the immediately preceding
sentence) set forth in this Section 8 shall terminate at 11:59
p.m. on March 31, 1998, and no claim shall be made and the
entities comprising Urban shall have no liability for breach
thereof unless and to the extent prior thereto ZML has notified
Urban of such claimed breach(es).

     9.   ZML REPRESENTATIONS AND COVENANTS; SURVIVAL;
          INDEMNIFICATION; DISCLOSURE AND WAIVER.

          A.   REPRESENTATIONS.  ZML represents to Urban that the
following are true and correct:

                    (i)  The Partnership constitutes the sole
                    beneficiary of and, except for the interest
                    of the Existing Lender, has the absolute
                    power of direction over the ANB Trust.
                    Neither the ANB Trust nor the Partnership has
                    entered into any agreement to lease, sell,
                    mortgage or otherwise encumber or dispose of
                    the Property, or any part thereof or its
                    interest therein, except for this Agreement,
                    the Prudential Loan Documents, the Leases,
                    the Skokie Economic Assistance Package, the
                    Field Operating Agreement and the other
                    Permitted Exceptions.  ZML owns the
                    Partnership Interest free and clear of all
                    liens and encumbrances.

                    (ii) The schedule of insurance policies
                    attached to this Agreement as EXHIBIT K
                    contains a list and description of all
                    insurance policies owned by or on behalf of
                    the Partnership and/or the ANB Trust with
                    respect to the Business or Property or any
                    part thereof.  Such policies are in full
                    force and effect.  All premium payments due
                    thereunder have been paid and, to ZML's
                    knowledge, all policy conditions precedent
                    thereto which can be satisfied to date have
                    been satisfied.  No written notice has been
                    received by either the ANB Trust or the
                    Partnership from any insurer with respect to
                    any defects or inadequacies of all or any
                    part of the Property or the use or operation
                    thereof that have not heretofore been
                    corrected.





<PAGE>   15


                    (iii)     Except as set forth in EXHIBIT L
                    attached to this Agreement, neither the ANB
                    Trust nor the Partnership has received
                    written notice from any governmental
                    authority of any violation of any zoning,
                    building, fire or health code or any other
                    statute, ordinance, rule or regulation
                    applicable (or alleged to be applicable) to
                    the Business or Property, or any part
                    thereof, that will not have been corrected
                    prior to Closing solely at the Partnership's
                    expense, and, except as set forth in attached
                    EXHIBIT L, ZML has no knowledge of any such
                    violation which has or could have a material
                    adverse effect on the Business or Property.

                    (iv) Except for contracts, agreements and
                    commitments entered into by Urban Retail or
                    its predecessors as either Development
                    Manager for the Redevelopment Project or the
                    management and/or leasing agent for the
                    Shopping Center ("Urban Contracts"), the
                    Service Contracts identified in attached
                    EXHIBIT E comprise every contract, agreement
                    and commitment, oral or written (other than
                    the Leases, the Skokie Economic Assistance
                    Package, the Field Operating Agreement, the
                    Prudential Loan Documents, the Licenses and
                    the other Permitted Exceptions), which is
                    binding against the Property and which will
                    extend beyond the Closing, or which are to be
                    binding upon the Partnership after Closing,
                    including without limitation, all agreements
                    relating to employment and collective
                    bargaining, the purchase of materials,
                    supplies, equipment, machinery parts,
                    products, or services, pension, profit-
                    sharing, deferred compensation, bonuses, or
                    incentives, and the lease of any property,
                    real or personal.  Neither the ANB Trust, the
                    Partnership nor, to the knowledge of ZML, any
                    other party, is in material default under the
                    terms of any Service Contract, and neither
                    the ANB Trust nor the Partnership has given
                    or received written notice of any default
                    thereunder.  Except as otherwise noted on
                    attached EXHIBIT M, each Service Contract is
                    cancellable without payment of any premium or
                    penalty upon not more than thirty (30) days
                    notice.

                    (v)  Except as set forth in attached EXHIBIT
                    N, there is no claim pending or, to ZML's
                    knowledge, threatened, against either the ANB
                    Trust or the Partnership with respect to any
                    alleged infringement by a Trademark of the
                    rights of any other person or entity.

                    (vi) ZML and the Partnership are each duly
                    organized, validly existing and qualified and
                    empowered to conduct its business, and,
                    subject to the consent of the Existing
                    Lender, ZML has full power and authority to
                    enter into and fully perform and comply with
                    the terms of this Agreement.  Subject to the
                    consent of the Existing Lender, neither the
                    execution and delivery of this Agreement nor
                    its performance by ZML will conflict with or
                    result in the breach of any contract or
                    agreement to which it, the Partnership or the
                    ANB Trust is a party or by which it, the
                    Partnership or the ANB Trust is bound. To the
                    knowledge of ZML, neither the execution and
                    delivery of this Agreement nor its performance by ZML





<PAGE>   16


                    will conflict with any ordinances, laws,
                    rules or regulations to which either the
                    Partnership, the ANB Trust or ZML is subject.

                    (vii)     Without limiting any other warranty
                    or representation of ZML, to ZML's knowledge,
                    there is no plan, study or effort by any
                    governmental authority or agency which in any
                    way affects or would affect in any material
                    respect the present use or zoning of the
                    Premises; to ZML's knowledge, there is no
                    existing, proposed or contemplated plan to
                    widen, modify or realign any street or
                    highway or any existing, proposed or
                    contemplated eminent domain proceedings that
                    would affect the Property; and neither the
                    ANB Trust nor the Partnership has received
                    written notice concerning any of the foregoing;

                    (viii)    Except as set forth on attached
                    EXHIBIT O, to ZML's knowledge, neither the
                    ANB Trust nor the Partnership is in default
                    (or alleged to be in default) in respect of
                    any of its material obligations or liabilities
                    pertaining to the Business or Property, and
                    none has received written notice claiming its
                    default in respect of any obligations or
                    liabilities pertaining to the Property or Business.

                    (ix) The Rent Roll (EXHIBIT D) describes all
                    existing Leases. Except as set forth on the Rent
                    Roll, each tenant under the Leases is a bona fide
                    tenant in possession or has a right to possession
                    of the premises demised thereunder. Each of the
                    Leases is in effect, and, except as permitted by
                    a Lease, is not subject to any sublease and has not
                    been assigned, modified, amended or rescinded
                    (except as described in EXHIBIT D), and the rights
                    of each lessee thereunder are as tenants only: none
                    has any ownership interest or option or right of
                    first refusal to acquire any ownership interest in the
                    Property or any part thereof, and none has any right
                    or option to renew or extend the lease term or to lease
                    additional space within the Property, except as provided
                    in its Lease or as described in EXHIBIT D.  To ZML's
                    knowledge, no commissions to any broker or leasing
                    agent are due or will become due on account of any of
                    the Leases or upon extension or renewal of the original
                    term thereof, whether or not pursuant to an option
                    contained in such Lease, except as set forth in
                    EXHIBIT D.  To ZML's knowledge, and except as set
                    forth on attached EXHIBIT D, no tenant is in material
                    default under any of the Leases.  Neither the ANB
                    Trust nor the Partnership has given or received any
                    written notice of default under any of the Leases
                    which has not been resolved to the satisfaction of
                    the complaining party except as set forth on the
                    Rent Roll.  To ZML's knowledge, no written claim
                    of a right of set-off against rent has been asserted
                    by any tenant under the Leases, except as described
                    in the Rent Roll.  To the knowledge of ZML: attached
                    EXHIBIT I discloses all security and other deposits
                    made by each of the tenants under the Leases, and
                    no tenant is entitled to any rebate or concession
                    which is not disclosed on the Rent Roll or EXHIBIT I.
                    The Partnership has not received any payment of rent
                    for more than 30 days in advance on account of any of
                    the Leases, except as shown in the Rent Roll.
                    There are no written or oral leases or tenancies
                    affecting the Property other than those listed in
                    the Rent Roll or those approved by Urban.








<PAGE>   17


                    (x)  With respect to the Property, or any
                    part thereof, to ZML's knowledge, there are
                    no unpaid taxes or assessments of any kind or
                    nature whatsoever that are presently due and
                    payable.

                    (xi) The signatories to this Agreement on
                    behalf of ZML have full right, power and
                    authority to enter into this Agreement and to
                    consummate the transactions contemplated
                    herein.  This Agreement is valid and
                    enforceable against ZML in accordance with
                    its terms and each instrument to be executed
                    by ZML pursuant to this Agreement or in
                    connection herewith will, when executed and
                    delivered, be valid and enforceable against
                    such entity in accordance with its terms,
                    subject to bankruptcy laws and other similar
                    laws affecting the rights of creditors
                    generally and to the exercise of judicial
                    discretion in the granting of equitable
                    relief.

                    (xii)     To ZML's knowledge, except as set
                    forth in attached EXHIBIT P ("ZML's
                    Environmental Disclosures"), there are no
                    gasoline, petroleum products, explosives,
                    radioactive materials, hazardous materials,
                    hazardous wastes, hazardous or toxic
                    substances, polychlorinated biphenyls or
                    related or similar materials, asbestos or any
                    material containing asbestos, or any other
                    substances or materials (collectively,
                    "Hazardous Materials") as have been defined
                    or designated as a hazardous or toxic
                    substance by any environmental law,
                    ordinance, rule, or regulation of any
                    governmental authority ("Environmental
                    Laws"), including, without limitation, the
                    Comprehensive Environmental Response,
                    Compensation and Liability Act of 1980, as
                    amended (42 U.S.C. Sections 9601, et seq.),
                    the Hazardous Materials Transportation Act,
                    as amended (49 U.S.C. Section 1801 et seq.),
                    the Resource Conservation and Recovery Act,
                    as amended (42 U.S.C. Section 6901 et seq.),
                    the Federal Water Pollution Control Act (33
                    U.S.C. Section 1251 et seq.), the Clean Air
                    Act (42 U.S.C. Section 7401 et seq.) and in
                    the regulations adopted and publications
                    promulgated pursuant thereto, at the Property
                    in any amounts which could give rise to an
                    Environmental Claim (hereinafter defined), or
                    an Environmental Compliance Cost (hereinafter
                    defined), or which are in violation of any
                    Environmental Law, that in any such case did
                    not exist on September 3, 1993 (and, except
                    for matters referred to in the May 5, 1993
                    Phase I and II Environmental Report prepared
                    by Delta Environmental Consultants, Inc. (the
                    "Delta Report") the May, 1993 Asbestos-
                    Containing Materials Resurvey prepared by
                    Versar, Inc. (the "Versar Report"), and the
                    March 28, 1994 Report of Building Survey For
                    Asbestos-Containing Materials prepared by Law
                    Engineering and Environmental Services (the
                    "Law Report"), copies of which have
                    heretofore been delivered to Urban, ZML has
                    no knowledge of any such condition existing
                    as of September 3, 1993), and, except for
                    ZML's Environmental Disclosures, to ZML's
                    knowledge, since September 3, 1993, the
                    Property






<PAGE>   18

                    has never been used to generate,
                    manufacture, refine, transport, treat, store,
                    handle, dispose, transfer, produce, process
                    or in any manner deal with Hazardous
                    Materials in any amounts which could give
                    rise to an Environmental Claim or an
                    Environmental Compliance Cost, or which are
                    in violation of any Environmental Law;
                    provided, however, that the term "Hazardous
                    Materials" shall not include materials which
                    are stored, used, sold, or held in inventory
                    in the ordinary course of business conducted
                    at the Property, if such materials are
                    stored, used, held or disposed of in
                    compliance with all applicable laws,
                    regulations or ordinances.  As used herein,
                    "Environmental Claim" means any third-party
                    claim for personal injury, death and/or
                    property damage arising as the result of any
                    Hazardous Materials which were present or
                    released in, on or under the Premises (or any
                    part thereof) prior to the date hereof,
                    together with court costs, attorneys' fees
                    and litigation expenses resulting therefrom.
                    The term "Environmental Compliance Cost"
                    means any out-of-pocket cost, fee or expense
                    (including, but not limited to, court costs,
                    attorneys' fees and litigation expenses)
                    incurred to satisfy any requirement imposed
                    by any governmental agency authorized to
                    regulate Hazardous Materials to bring the
                    Premises into compliance with applicable
                    federal, state and local laws and regulations
                    governing the existence on the Premises of
                    any such Hazardous Material which was present
                    or released in, on, or under the Premises
                    prior to the date of this Agreement.

                    (xiii)    Except as set forth in EXHIBIT Q
                    attached, there is no lawsuit or arbitration
                    proceeding pending or, to ZML's knowledge,
                    threatened, against the ANB Trust, the
                    Partnership or the Property, before any
                    court, or before any governmental department,
                    commission, board, agency, or
                    instrumentality, or which seeks to restrain
                    or prohibit or to obtain damages in respect
                    of this Agreement or the consummation of the
                    transactions contemplated by this Agreement.

                    (xiv)     To ZML's knowledge, the Licenses
                    constitute all such items necessary for the
                    operation of the Property and the lawful
                    conduct of the Business to the extent
                    required to date and are in full force and
                    effect and neither the ANB Trust nor the
                    Partnership has received any written notice
                    that there exists any violation of any such
                    Licenses that has not been cured or that
                    there is a governmental permit or license
                    which it should have but does not.

                    (xv) Attached as EXHIBIT R is a list of the
                    agreements, and any amendments thereto, with
                    Field relating to, among other things, the
                    operation and maintenance of the common area
                    of the Premises and the operation by Field of
                    a department store on the property adjoining
                    the Land (as shown in the Survey) (collectively,
                    the "Field Operating Agreement").  The Field Operating
                    Agreement is in good standing and in full force and
                    effect in accordance with the terms thereof,
                    and has not been modified or amended except
                    as shown in said Exhibit R.





<PAGE>   19

                    Except for item 14 on attached EXHIBIT W, all
                    of the obligations to be paid and performed to
                    the date hereof under the Field Operating
                    Agreement by the Partnership and, to the knowledge
                    of ZML, Field, have been duly performed.  A true
                    and complete copy of the Field Operating Agreement
                    has been separately identified by ZML and delivered
                    to Urban.  Except for item 14 on attached EXHIBIT W,
                    there is no pending claim of default under the Field
                    Operating Agreement on the part of any party thereto.
                    The charges currently being paid by Field under the
                    Field Operating Agreement are set forth in said EXHIBIT R.

                    (xvi)     All of the Prudential Loan Documents
                    are identified on EXHIBIT S attached to this Agreement.
                    ZML has separately identified and delivered to Urban
                    true, correct and complete copies of the Prudential
                    Loan Documents. To the knowledge of ZML, there is
                    no default under the Prudential Loan Documents.

                    (xvii)    ZML has separately identified and
                    delivered to Urban true, correct and complete
                    copies of all documents evidencing and
                    governing the Skokie Economic Assistance
                    Package, which documents are identified on
                    EXHIBIT T attached to this Agreement.
                    Neither the Partnership, nor, to the
                    knowledge of ZML, the Village of Skokie, is
                    in default under the Skokie Economic
                    Assistance Package.  The only payment
                    heretofore made by the Village of Skokie
                    under the Developer Note that is a part of
                    the Skokie Economic Assistance Package was
                    made in October, 1995 (based on 1994 sales
                    taxes for October-December) in the amount of
                    $285,923.10.  No payment was owed on the
                    Developer Note for 1995 sales taxes.

                    (xviii)   Except as described in EXHIBIT V
                    attached to this Agreement, the Partnership
                    has made no promise in connection with the
                    Property to make any charitable contributions
                    or to host or otherwise engage in any
                    bookfare or other charitable event.

As used in this Agreement, the term "to ZML's knowledge",  and
words of similar import, shall mean the actual knowledge of David
Contis, Sandra Mahon, Sharon Polonia, Bo Berlin, Bob Tanaka, Jim
Hackett (as to Section 9(A)(xii) only) and George Touras, without
independent investigation or inquiry.  ZML represents that such
persons, collectively, have primary knowledge as to all matters
relating to the representations and warranties set forth in this
Section 9(A).  Except for the representations and warranties
expressly set forth in this Section 9(A) and in Section 10 below,
or except as expressly otherwise provided for in this Agreement
or in documents being executed and delivered simultaneously
herewith as expressly herein provided, Urban acknowledges and
agrees that ZML has not made any representations, warranties or
guaranties to Urban, either express or implied, with respect to
the ANB Trust, the Partnership, ZML, or the Business (including,
without limitation, the Redevelopment Project) or Property and
that the Partnership Interest is being acquired by Urban with the
Partnership, the Business and the Property being "AS-IS" and
"WITH ALL FAULTS".  Urban further acknowledges and agrees that
(xx) it has made such legal, factual and other inquiries and
investigations as Urban deems necessary or desirable with respect
to the Partnership, the Partnership Interest, the Business and
the Property, including without limitation, the physical components
of the Property (including the subsurface of the Premises), and that
Urban has received and reviewed the Delta Report, the Versar Report,
and the Law Report, as well as that certain report dated January 29, 1992
prepared by Code Consultants, Incorporated, with
respect to the Americans with Disabilities Act, and (yy) its
affiliate, Urban Retail, is the managing and leasing agent for





<PAGE>   20


the Property and was the Development Manager for the
Redevelopment Project, so that to the extent that Urban or Urban
Retail have actual knowledge (without independent investigation
or inquiry) of any matter inconsistent with any of the
representations made by ZML herein or in any document executed in
connection herewith, Urban shall have no claim against ZML to the
extent of such inconsistency; provided, however, that the
foregoing clause (yy) shall not absolve ZML from liability for
breach of a representation if and to the extent of ZML's
knowledge of such breach, if any.  Without limiting the
generality of the foregoing, and in addition to other matters
provided for in this Agreement, it is expressly understood and
agreed that Urban is acquiring the Partnership Interest with the
Partnership, the ANB Trust, the Property and/or the Business (as
the case may be) subject to the matters identified in EXHIBIT W
attached to this Agreement and that neither the Partnership,
OOUV, Urban nor the ANB Trust shall at any time have any rights
or remedies against ZML, the ZML II Fund or any of their
affiliates with respect thereto; provided, however, that with
respect to items 3 and 4 on attached EXHIBIT W, if within two (2)
years after the Closing Date either Field (as to item 3) or Plitt
Theatres, Inc. (as to item 4) makes a claim against the
Partnership by reason thereof, then ZML shall be responsible for
89.5833% of such claim or claims (as the case may be) provided
the Partnership has not, directly or indirectly, intentionally
encouraged such claim and further provided ZML is allowed a
reasonable opportunity to settle and resolve same (including
reasonable use of the estoppels received by Urban from Field and
Plitt Theatres, Inc. in connection with the Closing).

          B.   COVENANTS.  Prior to Closing, ZML shall cause the
Partnership to make available to Urban or Urban's designated
representative all financial books and records for the Property
for the period from September 3, 1993, through the Closing Date,
and to provide such assistance as may be reasonably requested by
Urban (but at no cost or expense to ZML unless Urban pays for
same) so as to permit preparation of audited or unaudited
financial statements required to be prepared by the Rules and
Regulations of the Securities and Exchange Commission relating to
the purchase of the Partnership Interest by Urban; and ZML shall
continue to do so after Closing to the extent of relevant
documents remaining in its possession (but at no cost or expense
to ZML unless Urban or the Partnership pays for same).

          C.   SURVIVAL.  All representations of ZML contained in
this Agreement (and any covenants and agreements which by their
terms may require performance after Closing, to the extent
thereof) shall survive the Closing; provided, however, that the
representations of ZML set forth in Section 9(A) above shall
terminate at 11:59 p.m. on March 31, 1998, unless and to the
extent prior thereto Urban has notified ZML of a claimed breach
and then only to the extent of any such claimed breach(es).
Notwithstanding the provisions of Section 9(A)(ix) above, if
Urban receives an estoppel certificate from a tenant (including,
without limitation, the Anchors), and whether or not delivered
prior to Closing (but delivered in any event within six {6}
months after Closing), then ZML shall be released from its
representations under Section 9(A)(ix) above with respect to such
tenant to the extent the information therein confirms said
representations.  In addition, except for fraud or intentional
misrepresentation:  (i) Urban (either directly or indirectly or
through the Partnership) shall not commence any action or
proceeding against ZML (or any partner thereof) and ZML (or any
partner thereof) shall not have any liability for breach of or
inaccuracy in the representations of  ZML contained in this
Agreement (or as to the representations, warranties, covenants
and agreements in the documents provided for in Section 5(B)
above, but only if and to the extent expressly set forth therein)
unless and until the aggregate of all loss, cost and/or damage
(excluding attorneys' fees which are related to enforcing Urban's
rights under this Agreement) sustained by Urban as a result of
such breaches and/or inaccuracies exceeds $50,000.00, and (ii)
the liability of ZML for damages for the breach of any one or
more representations or warranties contained in this





<PAGE>   21


Agreement (or as to the representations, warranties, covenants
and agreements in the documents provided for in Section 5(B)
above, but only if and to the extent expressly set forth therein)
shall not exceed in the aggregate $3,000,000.00.  The limitations
set forth in this Section 9(C) shall not, however, apply to any
claim by Urban for a breach of the representation set forth in
Section 10 below.  Except as provided for in this Section 9(C) or
as otherwise expressly provided for in this Agreement, the
obligations of the parties under this Agreement shall not survive
any termination of this Agreement, and if the Closing occurs,
shall survive the Closing only for two (2) years and not
otherwise.

          D.   ZML INDEMNIFICATION.

               (i)  Subject to and in accordance with the further
provisions of this Section 9(D), after Closing, ZML shall
indemnify and defend the Partnership from and against 89.5833% of
any and all "Unknown Pre-Closing Liabilities".  As used in this
Section 9(D), "Unknown Pre-Closing Liabilities" means unsatisfied
liabilities and obligations of the Partnership to third parties
existing immediately prior to Closing, whether contingent or
otherwise, that are not within the actual knowledge (without
independent investigation or inquiry) of Urban or Urban Retail,
other than (and Unknown Pre-Closing Liabilities shall not
include) any liabilities and obligations (aa) under the Leases
listed on the Rent Roll, the Service Contracts listed on or
referred to in attached EXHIBIT E, the Field Operating Agreement,
the documents comprising the Skokie Economic Assistance Package
as described on attached EXHIBIT T, the Prudential Loan
Documents, and any other Permitted Exceptions, (bb) pertaining to
environmental matters (including, without limitation, Hazardous
Materials and Environmental Laws), (cc) within the scope of
coverage provided by the Title Policy or any endorsements
thereto, (dd) under the agreements between the Partnership and
Urban Retail pursuant to which Urban Retail and its predecessor,
JMB Properties Company, acted as Development Manager for the
Redevelopment Project and the managing and leasing agent for the
Shopping Center, (ee) that are within the scope of the
representations set forth in Sections 9(A) (vi), (x), (xii) and
(xiv) above, even if recovery is not available with respect
thereto by virtue of the limitations applicable thereto, (ff)
liabilities and obligations that individually are not more than
$1,000.00 and that were incurred in the ordinary course of
business, provided, however, that this clause (ff) shall not
apply to such liabilities and obligations to the extent that the
liabilities and obligations excluded under this clause (ff)
exceed $25,000.00 in the aggregate, (gg) within the scope of the
matters identified on attached EXHIBIT W, (hh) by virtue of any
or all of the Property being in violation of (or alleged to be in
violation of) any zoning, building, fire or health code or any
other statute, ordinance or governmental rule or regulation, (ii)
liabilities and obligations of the Partnership to OOUV and its
constituent partners, and (kk) liabilities and obligations that
are otherwise expressly provided for in this Agreement (such as
real estate taxes), it being understood and agreed that ZML shall
have no responsibility for the remaining 10.4167% of any and all
Unknown Pre-Closing Liabilities.  Notwithstanding the foregoing,
the matters set forth on attached EXHIBITS Q and U shall be
deemed Unknown Pre-Closing Liabilities, and the fact that a
matter is referred to on attached EXHIBIT O and is thus within
the knowledge of Urban or Urban Retail shall not preclude such
matter from being an Unknown Pre-Closing Liability.  A matter
within the scope of the foregoing indemnity is referred to herein
as "Claim".

               (ii) The indemnity provided for above in this
Section 9(D)  shall be subject to the following:

                    (a)  The Partnership shall promptly notify
     ZML of any Claim of which it becomes aware (but in any event
     within 30 days after it has knowledge thereof) providing
     reasonable details with respect thereto to the extent
     available, but failure to so notify ZML shall not prejudice





<PAGE>   22


     the rights of the Partnership under this Section 9(D) unless
     and to the extent ZML is prejudiced by such failure.  Urban
     shall cause the Partnership to, and the Partnership shall,
     reasonably cooperate with ZML in the defense and
     resolution of each Claim.  If ZML shall fail
     to discharge or otherwise resolve a tendered Claim, or
     undertake to defend the Partnership against same, then the
     Partnership may settle the Claim and the liability of ZML
     with respect thereto shall thereupon be deemed to have been
     conclusively established by such settlement, the amount of
     such liability to include both the settlement amount and the
     reasonable costs and expenses, including reasonable
     attorneys' fees, incurred by the Partnership in effecting
     such settlement.

                    (b)  Except if and to the extent Claims
     involve actual fraud on the part of ZML, ZML shall not be
     liable under this Section 9(D):  (xx) for more than
     $25,000,000.00 in the aggregate, and (yy) for Claims notice
     of which is not received by ZML by December 31, 2001;
     provided, however, that the foregoing limitation in clauses
     (xx) and (yy) above shall not apply if and to the extent a
     Claim is based on an indebtedness for borrowed money
     incurred in writing by the Partnership, and provided further
     that payments by the Partnership's insurance carriers
     (whether title insurance, liability insurance or otherwise)
     shall not apply against the $25,000,000 limitation set forth
     in clause (xx).

                    (c)  The Partnership shall be responsible
     for, and shall not require ZML to pay, the 10.4167% of the
     Unknown Pre-Closing Liabilities that ZML is not responsible
     for as aforesaid.

                    (d)  If and to the extent that a Claim is
     with respect to a matter as to which a claim for breach of
     representation or covenant under Section 9(A) or 9(B) above
     could then be made, then any monies paid in satisfaction of
     such Claim shall be applied against and reduce the
     $3,000,000.00 limitation on recovery provided for in Section
     9(C) above if and to the extent such limitation has not
     previously been exhausted prior to being applied against and
     reducing the $25,000,00.00 limitation on recovery provided
     for in clause (xx) of Section 9(D)(ii)(b) above.

               (iii)     To the extent that any Claim gives the
Partnership a right of indemnity, contribution or other recovery
against another person or entity, including insurers of insurance
in effect prior to the Closing Date, the Partnership shall (and
Urban shall cause the Partnership to), upon request by ZML
identifying such right of indemnity, contribution or other
recovery, either assign the same to ZML if such right is fully,
separately and freely assignable, or, if not fully, separately
and freely assignable, then pursue such right at the direction
and for the benefit of ZML, at ZML's sole cost and expense.  This
Section 9(D)(iii) shall survive the Closing without limitation as to time.

               (iv) ZML represents to Urban that, to the
knowledge of ZML, and except for the matters set forth on
attached EXHIBIT U, there are no Unknown Pre-Closing Liabilities.
The foregoing representation shall survive the Closing through
December 31, 2001 (and not beyond) and there shall be no dollar
limitation on any recovery or recoveries thereunder; provided,
however, that ZML shall have no liability under this Section
9(D)(iv) unless and to the extent that it has knowledge of
Unknown Pre-Closing Liabilities not on attached EXHIBIT Y that,
alone or in the aggregate, are in excess of $5,000,000.

          E.   DISCLOSURE.  ZML and Urban acknowledge that an
environmental disclosure document is not required to be delivered
by ZML to Urban under the Illinois Responsible Property Transfer
Act.  ZML and Urban further acknowledge that, as Urban Retail is
presently and has been managing the Shopping Center and was the
Development Manager for the Redevelopment Project, Urban is in
possession of all existing documentation and other information
pertaining to the presence, location, condition, management,
maintenance or abatement of asbestos containing materials (ACM)
in the Shopping Center.

<PAGE>   23


          F.   ENVIRONMENTAL WAIVER.  Urban, on behalf of itself
and its successors and assigns, hereby forever waives, releases
and discharges any demand, claim, cost recovery action or lawsuit
(including, without limitation, contribution or indemnity claims)
against the ANB Trust, the Partnership and ZML (and each of its
partners) which Urban or any such successor or assign may have
against the ANB Trust, Partnership or ZML (or any of its
partners) under any Environmental Law or common law for "Known
Environmental Conditions", but not otherwise.  In addition, after
Closing, the Partnership, for itself, the ANB Trust and, to the
fullest extent (and only to the fullest extent) permitted by law,
their respective successors and assigns, shall be deemed to have
forever waived, released and discharged any demand, claim, cost
recovery action or lawsuit (including, without limitation,
contribution or indemnity claims) against ZML (and each of its
partners) which the Partnership, the ANB Trust or any of their
respective successors and assigns may have against ZML (or any of
its partners) under any Environmental Law for "Known
Environmental Conditions", but not otherwise.  As used in this
Section 9(F), "Known Environmental Conditions" shall mean (a)
ZML's Environmental Disclosures, and (b) subject to Urban's
rights in respect of Section 9(A)(xii) if and to the extent
applicable, any conditions existing as of September 3, 1993,
which conditions include, but are not limited to, those matters
referred to in the Delta Report, the Versar Report, and the Law
Report.  This Section 9(F) shall survive the Closing without
limitation as to time.

          G.   PARTNERSHIP INDEMNIFICATION.

               (i)  Subject to and in accordance with the further
provisions of this Section 9(G), after Closing, the Partnership
shall indemnify and defend ZML from and against any and all
obligations arising under or with respect to the Leases listed on
the Rent Roll, the Services Contracts listed on attached EXHIBIT
E, the documents comprising the Skokie Economic Assistance
Package as described on attached EXHIBIT T, and any other
Permitted Exceptions (other than the Prudential Loan Documents),
but only to the extent that such obligations are applicable to
the period from and after (and including) the Closing Date.

               (ii) In the event that any third party makes a
claim against ZML or any of its partners (the "ZML Affiliates")
by reason of any failure by the Partnership to satisfy any of the
obligations referred to in Section 9(G)(i) above, ZML shall
promptly notify the Partnership, whereupon the Partnership shall
defend the ZML Affiliates against each such claim at the
Partnership's expense and, in the event that any of the ZML
Affiliates is found liable with respect thereto, the Partnership
shall pay or otherwise satisfy such liability promptly.  If the
ZML Affiliates incur any attorneys' fees or expenses by reason of
either the Partnership's failure to defend it against any such
claim or the need the enforce the obligations of the Partnership
under this Section 9(G), then, in such event, the Partnership
shall pay such fees and expenses as are reasonably incurred.  The
obligations of the Partnership to defend the ZML Affiliates runs
to the ZML Affiliates as a group and not individually, and in no
event shall the Partnership be obligated to provide defense to
any one or more members of the ZML Affiliates separate or apart
from the defense provided to the ZML Affiliates as a group;
provided, however, that if less than all of the ZML Affiliates
are named in any action or in any count of any action, the
Partnership shall defend, as a group, such ZML Affiliates and all
such counts.

               (iii)     This Section 9(G) shall survive the
Closing without limitation as to time.




<PAGE>   24

          H.   ADDITIONAL WAIVER.  Urban, for itself and its
successors and assigns, hereby forever waives, releases and
discharges any demand, claim or other action it may have against
ZML (or any partner thereof) under the Partnership Agreement.
This Section 9(H) shall survive the Closing without limitation as
to time.

     10.  BROKERAGE.  ZML hereby represents to Urban, and Urban
hereby represents to ZML, that, except for a transaction fee that
may be owed to an affiliate of ZML and a commission payable to
Morgan Stanley & Co. Incorporated (which transaction fee and
commission ZML and OOUV shall pay in the manner provided for in
the Anticipation Agreement), it has not engaged the services of
or otherwise become obligated to any real estate brokers, agents,
finders or the like with respect to the transactions provided for
in this Agreement.  Each of ZML and Urban hereby agree to
indemnify and defend the other from all claims (including,
without limitation, reasonable attorneys' fees and costs)
relating to any breach of the foregoing representation.  This
Section 10 shall survive the Closing or any termination of this
Agreement, without limitation as to time.

     11.  DEFAULTS AND REMEDIES. Urban and ZML shall, subject to
the provisions of this Agreement, each have such rights and
remedies with respect hereto as are available at law or in
equity, except that no party shall be entitled to seek or collect
consequential damages.

     12.  MISCELLANEOUS.

          A.   Neither this Agreement nor any interest hereunder
shall be assigned or transferred by Urban or ZML without the
prior written consent of the other, except that Orchard Trust
may, subsequent to Closing, transfer its rights hereunder
(directly or through one or more intermediate transfers) to the
Operating Partnership or the QRS.  Subject to the foregoing, this
Agreement shall inure to the benefit of and shall be binding upon
Urban and ZML and their respective successors and assigns.

          B.   This Agreement constitutes the entire agreement
between Urban and ZML with respect to the subject matter hereof
and shall not be modified or amended except in a written document
signed by Urban and ZML.  Any prior agreement or understanding
between Urban and ZML concerning the Partnership Interest, the
Business or the Property is hereby rendered null and void.  Each
entity comprising Urban, for itself and its successors and
assigns, acknowledges and agrees that it shall have no rights,
claims, remedies or causes of action against ZML under the
Partnership Agreement as in effect prior to Closing, whether with
respect to the period prior to Closing or otherwise.

          C.   Time is of the essence of this Agreement.

          D.   All notices, requests, demands or other
communications required or permitted under this Agreement shall
be in writing and delivered personally or by certified mail,
return receipt requested, postage prepaid, or by facsimile
transmission, addressed as follows:

               1.   If to Urban:

                    Suite 1500
                    900 North Michigan Avenue
                    Chicago, Illinois 60611

                    Attention:  Matthew S. Dominski
                    Facsimile No.:  312-915-2001












<PAGE>   25

                    With a copy to:

                    Pircher, Nichols & Meeks
                    Suite 2600
                    1999 Avenue of the Stars
                    Los Angeles, California  90067

                    Attention:  Real Estate Notices (PGN)
                    Facsimile No.:  310-201-8922

               2.   If to ZML:

                    c/o Equity Properties and Development
                      Limited Partnership
                    Suite 1000
                    Two North Riverside Plaza
                    Chicago, Illinois 60606

                    Attention:  David J. Contis
                    Facsimile No.:  312-454-1107


                    With a copy to:

                    Rosenberg & Liebentritt, P.C.
                    Suite 1601
                    Two North Riverside Plaza
                    Chicago, Illinois  60606

                    Attention:  Donald J. Liebentritt
                    Facsimile No.:  312-454-0335

All notices given in accordance with the terms hereof shall be
deemed received forty-eight (48) hours after posting, or when
delivered personally or sent and received by facsimile
transmission.  Either party hereto may change the address for
receiving notices, requests, demands or other communication by
notice sent in accordance with the terms of this Section 12(D).

          E.   This Agreement shall be governed and interpreted
in accordance with the laws of the State of Illinois.

          F.   Neither Urban nor ZML (or any affiliated entity of
either) shall issue any press release regarding the execution of
this Agreement or the transactions contemplated hereby without
the prior written consent of the other.  Notwithstanding the
foregoing, either party may issue, upon prior consultation with
the other party, such press releases as the issuing party's legal
counsel deems required by law or by the Securities Exchange Act
of 1934, other state or federal securities laws or by the rules
of any exchange upon which the issuing party's securities may be
listed.

          G.   All Exhibits attached to this Agreement are by
this reference incorporated herein and made a part hereof.

          H.   This Agreement is for the sole and exclusive
benefit of the parties hereto, and no third party is intended to
or shall have any rights hereunder; provided, however, that the
indemnities provided in this Agreement are intended to be for the
benefit of, and shall be enforceable by, those who are
indemnified thereby.

















<PAGE>   26

          I.   In the event of litigation with regard to this
Agreement, the prevailing party(ies) in such litigation shall be
awarded its/their reasonable attorneys' fees and court costs
incurred therein from the respective nonprevailing party(ies)
jointly and severally.  "Prevailing party(ies)" and
"nonprevailing party(ies)" for the purposes of this Agreement
shall be as determined by the court.  The unenforceability,
illegality or other impairment of the provisions of this Section
12(I) shall in no manner affect the effectiveness or
enforceability of other provisions of this Agreement.

          J.   Each party agrees that none of the other parties'
direct or indirect partners, nor any of their respective
officers, directors, shareholders, trustees, beneficiaries,
employees, agents, representatives, heirs, successors or assigns,
shall be personally liable for any of the obligations of the
other hereunder and that such party must look solely to the
assets of the other party as an entity for the enforcement of any
claims arising hereunder.  For purposes of this Agreement, the
obligations of direct or indirect partners of a party to make
capital contributions to that party and any deficit capital
accounts shall not constitute assets of the party (or its
respective direct or indirect partners) against which recourse
may be sought.  This Section 12(J) shall not, however, preclude
enforcement of the guaranty provided for in Section 5(B)(i)(i)
above in accordance with its terms.

          K.   INTENTIONALLY OMITTED.

          L.   Upon the reasonable request of either party
hereto, the other party will, at or within one (1) year after
Closing, execute and deliver to the requesting party such other
documents, releases, assignments, assumptions and other
instruments as may be required to effectuate the transaction
provided for in this Agreement.

          M.   The obligations of the entities comprising Urban
(other than Orchard Trust) shall be joint and several.  The
trustees of Orchard Trust are executing this Agreement solely as
such trustees, and in no event shall any trustee of Orchard Trust
have any liability hereunder of any kind or nature, and the
parties hereto do hereby waive all such liability.  Orchard Trust
shall not have joint and several liability with any other entity
hereunder.  As to any obligation of Urban, Orchard Trust's
liability as to such obligation shall be and be limited to 18.94%
thereof.

          N.   The provisions of this Section 12 shall survive
the Closing without limitation as to time.









<PAGE>   27


     IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement on the day and year first above written.

                         ZML
                         ---

                         ZML-OO ASSOCIATES LIMITED PARTNERSHIP,
                         a Delaware limited partnership,
                         by its general partner:

                              ZML-Old Orchard, Inc.,
                              an Illinois corporation



                              By: -------------------------------
                                   Title:


                         URBAN
                         -----

                         URBAN SHOPPING CENTERS, L.P.,
                         a Delaware limited partnership,
                         by its general partner

                              Urban Shopping Centers, Inc.,
                              a Maryland corporation


                              By:  ------------------------------
                                   Title:


                         ORCHARD TRUST, an Illinois trust


                         By:  -----------------------------------
                              Trustee



                         USC OLD ORCHARD, INC., a Delaware corporation


                         By:  -----------------------------------
                              Title: