JMB MORTGAGE PARTNERS, LTD. - II
                               EXHIBIT 10-A
                      ------------------------------

                          JMB REALTY CORPORATION
                         900 North Michigan Avenue
                          Chicago, Illinois 60611

                             December 21, 1994


Spring Hill Associates
c/o Mr. Robert I. Glimcher
One Mellon Bank Center
500 Grant Street
Suite 2000
Pittsburgh, PA 15219

      Re:   Promissory Note in the Original Principal Amount of
$10,500,000.00, dated February 13, 1986 (the "Major Note"), made by Spring
Hill Associates (the "Borrower") and Payable to JMB Mortgage Partners, Ltd.
-- III ("JMB"), Promissory Note in the Original Principal Amount of
$500,000.00, dated February 13, 1986 (the "Minor Note"), made by the
Borrower and Payable to JMB and Mortgage, Assignment of Leases and Rents,
Security Agreement and Financing Statement, dated as of February 13,1986,
Executed by Borrower and Accepted by JMB (the "Mortgage")

Dear Mr. Glimcher:

      This letter will memorialize the agreement reached on December 15,
1994 between representatives of JMB and the Borrower regarding the
indebtedness (collectively, the "Loan") evidenced by the above-referenced
Major Note and Minor Note (collectively, the "Notes"). The Borrower
acknowledges that it is in default under each of the documents and
instruments evidencing and/or securing the Loan (collectively the "Loan
Documents") and JMB has duly and validly accelerated and demanded payment
of the Notes and the Loan. JMB and the Borrower have agreed to settle and
resolve the outstanding defaults and their respective rights and
obligations on the following terms and subject to the following conditions:

      A.    POSSESSION AND MANAGEMENT OF PROPERTY.  The Borrower agrees to
surrender possession, control and management of the real property subject
to the Mortgage (the "Property") immediately. In order to effectuate this
agreement:

            1.    simultaneously with the execution delivery of this
Agreement, the Borrower shall execute a notice addressed to each of the
tenants of the Property (collectively, the "Tenants") advising the Tenants
that the management of the Property has been transferred to a property
manager designated by JMB (the "Property Manager"), which notice shall be
in form and substance prescribed by the Property Manager;








Spring Hill Associates
c/o Mr. Robert I. Glimcher
December 21, 1994
Page 2



            2.    the Borrower shall take all actions as are reasonably
necessary to facilitate the transfer of the management of the Property to
the Property Manager on or before the close of business on December 21,
1994, including, without limitation, delivering to JMB or the Property
Manager upon execution of this letter such materials as the Property
Manager may request, including, without limitation, (a) a true, correct and
complete rent roll for the "Project" (as defined below) through not earlier
than December 16, 1994, (b) a schedule of the Tenants, their respective
mailing addresses and the name and telephone number of their respective
contact persons, (c) true, correct and complete originals of leases with
the respective Tenants (the "Leases"), and (d) true, correct and complete
originals of each service, supply and vendor agreements concerning the
management and operation of the Project; and (e) true, correct and complete
copies (or originals) of the books, records and books of account for the
Project; and

            3.    from and after the execution of this letter up to and
including ninety (90) days after the "Closing Date" (as defined below), the
Borrower shall cooperate with JMB and the Property Manager to facilitate
the smooth and effective transition of management and control of the
Property to the Property Manager and shall respond to such questions and
inquiries as the Property Manager may have regarding the Property, the
Tenants, the Leases and the books and records of the Property.

      B.    LETTERS OF CREDIT. Borrower acknowledges that the sum of not
less than $500,000 is presently due and owing to JMB under the Minor Note
and that JMB is and shall remain unconditionally entitled to draw in full
upon Letter of Credit No. A-302331 (formerly No. 53952-IC), issued by
Pittsburgh National Bank (n/k/a PNC Bank, National Association) for the
account of Robert I. Glimcher in the amount of $250,000.00 and Letter of
Credit No. 01203, issued by Dollar Bank for the account of Michael G.
Zamagias in the amount of $250,000.00. Neither Borrower nor either account
party under these letters of credit shall take any action to interfere with
draws under the letters of credit.

      C.    DEED IN LIEU OF FORECLOSURE.  The Borrower agrees to sell,
assign, convey and otherwise transfer to JMB, its nominee or its designee
(the "Grantee") the Property, together with all other real property
interests appurtenant thereto, all personal property owned by Borrower and
located on the Property, the Leases (including, without limitation, all
unapplied



Spring Hill Associates
c/o Mr. Robert I. Glimcher
December 21, 1994
Page 3



security deposits under the Leases) and all other property, rights, titles
and interests owned by Borrower in connection with the ownership, use,
enjoyment, management and operation of the Property, whether real,
personal, tangible or intangible (collectively, the "Project").  In
connection with this transaction, JMB, Borrower and other appropriate
persons shall execute and deliver such documents and instruments as JMB
deems necessary or appropriate (the "Settlement Documents"). The Settlement
Documents shall provide, among other things, for the following:

            1.    the consummation of the transaction (the "Closing") will
take place on a date (the "Closing Date") that is as soon as is practical,
but in no event earlier than January 3, 1995;

            2.    Grantee's willingness to accept title to all or any
portion of the Project shall be subject to such examination and
investigation as JMB or Grantee may deem necessary or appropriate,
including, without limitation, receipt of a satisfactory environmental
audit of the Property, and Grantee may decline to accept all or any portion
of the Project;

            3.    the Borrower shall sell, assign, convey and otherwise
transfer the Project to Grantee, subject only to liens, claims and
encumbrances in favor of JMB, real estate taxes not yet due and payable,
the rights of Tenants under the Leases and liens, claims and encumbrances
reflected as senior to the Mortgage on the title insurance policy insuring
the lien of the mortgages issued to JMB in connection with the original of
the Loan. The Borrower shall execute and deliver to and in favor of JMB,
Grantee and/or the title insurer such affidavits, undertakings and other
documents and instruments (including, without limitation, a general
contractor's affidavit and a final lien waiver from Borrower's property
manager) as are necessary to cause the title insurer to issue to Grantee an
owner's title insurance policy satisfying the conditions of this paragraph
and to Lender date-down and non-merger endorsements to its existing title
insurance policies;

            4.    at Closing, Borrower and each of its general partners
shall execute and deliver to JMB a general release in form of substance
satisfactory to JMB and JMB shall execute and deliver to Borrower a
covenant not to sue borrower in connection with any matter arising from,
out of or in connection with the Loan, subject to exclusions for (a)
matters unrelated 



Spring Hill Associates
c/o Mr. Robert I. Glimcher
December 21, 1994
Page 4



                  to the Loan, (b) any claims arising in connection with a
bankruptcy or insolvency proceeding applicable to any one or more of
Borrower and its partners, (c) any claims arising under the Settlement
Documents or from and after the Closing Date, (d) any claims arising out of
tortious or fraudulent conduct and (e) any claims arising under the terms
or provisions of the Loan Documents relating to environmental matters
(which Borrower shall reaffirm in the Closing Documents);

            5.    at closing, JMB shall pay the Borrower the sum of Fifty
Thousand Dollars ($50,000.00) and shall waive its right to receive
additional interest under Section 1(c) of the Major Note and its right to
any prepayment premium under the Notes;

            6.    JMB and Grantee shall receive and retain, as their sole
and exclusive property, all rents and other amounts payable under the
Leases for periods from and after January 1, 1995. Borrower represents and
warrants that none of Borrower and its partners, agents, employees and
other representatives has received any such amounts and covenants and
agrees that, if any one or more of such persons and entities does receive
any such amounts, he, she or it shall receive and hold such amounts as
trustee for JMB and Grantee and shall, immediately upon receipt thereof,
endorse and deliver such amounts to the Property Manager;

            7.    Grantee shall assume the obligations identified on
Schedule A appended to this letter. All other obligations (other than
obligations under the Loan Documents) arising, accruing or occurring in
connection with the Project up to and including December 31, 1994 shall be
Borrower's sole and exclusive responsibility;

            8.    the Closing Documents shall include representations and
warranties regarding the condition of the Property and the operations of
the Project as JMB deems necessary and appropriate;

            9.    JMB's obligations under the Settlement Documents
(including, in particular, its obligations under Paragraphs 6 and 8 above),
shall be subject to such conditions as JMB deems necessary or appropriate,
including, without limitation, delivery of estoppel certificates from each






Spring Hill Associates
c/o Mr. Robert I. Glimcher
December 21, 1994
Page 5



                  Tenant and delivery of all of the unapplied security
deposits under the Leases;

            10.   at Closing, if necessary, the parties shall enter into an
appropriate agreement regarding their respective rights and obligations
relating to the parking area that overlaps the line between lot 2 and lot 3
in the subdivision of which the Project is a part and any other appropriate
agreements with respect to shared maintenance; and

            11.   the Settlement Documents shall include such other terms
or provisions as JMB may determine are necessary or appropriate in
transactions including, without limitation, provisions relating to the
waiver of the right to contest relief from the automatic stay in the event
that the Borrower subsequently becomes the subject of a bankruptcy or other
insolvency proceeding.

      Borrower acknowledges that transactions of the type described in this
letter are complex and that, although this letter sets forth the material
business terms of such transaction that have been discussed by the parties,
the Settlement Documents will contain other business terms as well as legal
terms and that this letter does not purport to state all of the terms and
conditions of this transaction.

      If this letter accurately sets forth our understanding regarding the
matters set forth above, please so signify by executing two (2) duplicate
originals of this letter in the space provided below and returning one
fully executed duplicate original to the undersigned.

                              Sincerely,

                              JMB MORTGAGE PARTNERS, LTD. -- III, an
Illinois Limited Partnership

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

                              By:         JULIE WALNER
                              Name:       Julie Walner
                              Title:      Vice President


Spring Hill Associates
c/o Mr. Robert I. Glimcher
December 21, 1994
Page 6



      The foregoing letter accurately sets forth the understanding of the
Borrower concerning the matters addressed therein and the Borrower and its
general partners intend to be legally bound by the terms and provisions of
this letter.

                              SPRING HILL ASSOCIATES


Date:                   By:         
                        Name:       Spring Hill Associates
-------------           Title:      General Partner

Date:

-------------                       Robert I. Glimcher

Date:                         
                                    MICHAEL ZAMAGIAS
12/22/94                            Michael Zamagias  See   accompanying
letter for certain limiting conditions














                                                            14-Dec-94


                SPRING HILL ASSOCIATES OUTSTANDING CHARGES


VENDOR                        PURPOSE                       AMOUNT

ALPHA MESSAGE                 ANSWERING SERVICE             1.91
COMMONWEALTH EDISON           ELEC-RM 240                   8.51
COMMONWEALTH EDISON           ELEC-LOT IGHTS                861.68
PJ'S DELI                     TERMINATION AGR.              300.00
CLIMATE SERVICE               HVAC-TRAV.AGENT               87.90
WASTE MANAGEMENT              TRASH PICK-UP                  2,294.00
COURIER NEWS                  ADVERTISING                   306.31
HIFFMAN SHAFFER               LEASE COMMISS                 ION7,875.00
NORTHERN ILLINOIS ROOFING     ROOFING-TRAV AGENTS           174.50         


                                    TOTAL                   $11,971.38
      


Spring Hill Associates
c/o Mr. Robert I. Glimcher
December 21, 1994
Page 6



      The foregoing letter accurately sets forth the understanding of the
Borrower concerning the matters addressed therein and the Borrower and its
general partners intend to be legally bound by the terms and provisions of
this letter.

                                    SPRING HILL ASSOCIATES


Date:                               By:
                                    Name:       Spring Hill Associates
                                    Title:      General Partner


Date:                                           ROBERT I. GLIMCHER
                                                Robert I. Glimcher


Date:                                           MICHAEL ZAMAGIAS
                                                Michael Zamagias




                            MICHAEL G. ZAMAGIAS
                            The Times Building
                             336 Fourth Avenue
                      Pittsburgh, Pennsylvania 15222

                               (412)391-7887


December 22, 1994


JMB Realty Corporation
900 North Michigan Avenue
Chicago, Illinois 60611

Re:   Your Letter dated December 21, 1994 Addressed to 
      SPRING HILL ASSOCIATES C/O ROBERT I. GlIMCHER ("YOUR LETTER")

Gentleman:

As the addressee of Your Letter reflects, for more than seven (7) years
Robert I. Glimcher has been the sole Managing General Partner of Spring
Hill Associates.  More importantly, insofar as Your Letter is concerned,
shortly after Spring Hill Associates executed the various Loan Documents
(for convenience, all term having initial capital letters, shall have the
meaning set forth in Your Letter), all issues concerning the ownership,
development, leasing , management and operation of the Project were made
solely by Robert I. Glimcher (or the Glimcher Group Incorporated) and I am
unable and unwilling individually to make or join in any representation or
warranties concerning the condition of the Property or operation of the
Project.

Appreciating that time is of the essence, I have conditionally executed
Your Letter solely to reflect my agreement as Co-General Partner to grant
JMB or its designee the absolute, unconditional right to take over
management of the Property immediately and to allow Spring Hill Associates
to execute a deed in lieu of foreclosure to JMB or its designee in exchange
for $50,000; however, with respect to the specific paragraphs of your
letter, I individually agree only to the following provisions:

      -  As to paragraph (A), it is acceptable but only to the extent that,
with respect to subparagraph 2, I make no representation or warranty as to
the truth, correctness or completeness of the documents delivered by Robert
I. Glimcher on behalf of Spring Hill Associates.

      -  As to paragraph (B), I acknowledge that the sum of not less than
$500,000 is presently due and owing by the Borrower to JMB under the Minor
Note; that JMB is entitled to draw in full upon Letter of Credit (No.
01203) issued by Dollar Bank for my account; and that I will take no action
to interfere with drawing under that Letter of Credit




JMB Realty Corporation
December 22, 1994
Page 2


      -       As to Paragraph (C), subparagraph 1 and 2 are acceptable;
subparagraph 3 is acceptable but only to the extent that it includes unpaid
real estate taxes, if any; subparagraph 4 is acceptable but only to the
extent that the JMB covenant not to sue specifically includes "each of
Borrower's partners" and the exclusions in subparagraph "a" through "e"
relate separately and severally to the actions of each partner;
subparagraph 5 and 6 are acceptable; subparagraph 7 is acceptable but only
to the extent that unpaid real estate taxes, if any, are added to Schedule
A; subparagraph 9 is acceptable only if the requirement for delivery of
estoppel certificates for each Tenant is deleted; subparagraph 10 and 11
are acceptable.

Very truly yours,



Michael G. Zamagias

MGZ:cam

cc:   Katten Muchin & Zavis
      David M. Lesser. Esq.
      Robert I Glimcher




                  AGREEMENT FOR DEED IN LIEU OF FORECLOSE

      THIS AGREEMENT FOR DEED IN LIEU OF FORECLOSURE ("THIS 
AGREEMENT" is made and entered into as of the 4th day of April, 1995,
by and between SPRING HILL ASSOCIATES, an Ohio general partnership (the
"BORROWER"), and JMB MORTGAGE PARTNERS, LTD.  - III, an Illinois limited
partnership (the "LENDER").

                                 RECITALS

      A.          Robert I. Glimcher ("GLIMCHER") and Michael G. Zamagias
("ZAMAGIAS") are the sole general partners of the Borrower. Glimcher is the
managing general partner of the Borrower.

      B.          Partnership owns that certain real property commonly
known as the Spring Hill Fashion Corner Phase I, West Dundee, Illinois and
legally described on SCHEDULE A appended to this Agreement (the "LAND"). 
The Land is improved with various buildings, parking areas, walkways,
curbs, gutters and other improvements (the "IMPROVEMENTS"), including,
without limitation, a certain one story building containing approximately
125,000 net rentable square feet and a parking are comprised of
approximately 629 parking spaces.  The Land and the Improvements, together
with all easements, tenements, hereditament, strips, gaps, gores, rights of
way and other rights, privileges and interests appurtenant thereto,
sometimes hereinafter are referred to collectively as the "REAL PROPERTY."
The Real Property, together with the "LEASES" (as hereinafter defined) and
other real and personal property, whether tangible or intangible, related
to the use, enjoyment, ownership, operation and management of the Real
Property sometimes hereinafter are referred to collectively as the
"PROJECT."

      C.          On or about February, 13, 1986, Lender extended to
Borrower credit facilities (collectively, the "Loan") in the maximum
aggregate principal amount of $11,000,000.00 for the purpose of renovating
the Real Property. To evidence and secure the Loan, the Borrower has
executed and delivered to Lender various documents and instruments,
including, without limitation, the documents and instruments identified and
defined on SCHEDULE B appended to this Agreement (collectively, the "LOAN
DOCUMENTS").

      D. Without limiting any claims that Lender may allege with respect to
other non-performance by the Borrower, the Borrower has failed to pay to
Lender when due the scheduled monthly installments of principal and
interest payable under the Loan Documents for the months of October,
November and December, 1994 and January, 1995 (the "DEFAULTS").  As a
result of the Defaults, (1) Lender has duly and validly accelerated the
maturity of the Notes and (2) the Loan, including, without limitation,
interest thereon at the stated and default interest rates, as applicable
from time to time and all


other amounts owing to Lender under the Loan and the Loan Documents
(collectively, the "LIABILITIES"), is past due and is payable to Lender,
without presentment, notice, demand or other action of any person of
entity. Except as described in Paragraph F below, Lender has not received
payment of any of the Liabilities.

      E.          The Borrower and the Lender have executed and delivered a
certain letter, dated December 21, l994, (the "LETTER AGREEMENT"), from
Lender to Borrower and countersigned by Borrower, Glimcher and Zamagias. 
Zamagias' acceptance of the Letter Agreement was qualified by a certain
letter, dated December 22, 1994, from Zamagias to JMB Realty Corporation,
which letter was not acknowledged or accepted by Lender or any of its
affiliates and is superseded by the execution and delivery of this
Agreement.

      F.          Pursuant to the Letter Agreement, among other things,
effective on December 23, 1994, the Borrower surrendered to the Lender's
designee, JMB Retail Properties Co.  (the "PROPERTY MANAGER"), the
management of the Project.

      G.          On December 22, 1994, the Lender presented to PNC Bank, a
Sight Draft pursuant to which it drew the full stated amount of the
Glimcher Letter of Credit and to Dollar Bank a Sight Draft pursuant to
which it drew the full stated amount of the Zamagias Letter of Credit. 
Lender hereby acknowledges receipt of the amounts of its draws under the
Glimcher Letter of Credit and the Zamagias Letter of Credit, respectively.

      H.          The Borrower has requested that the Lender agree to
settle and resolve the Liabilities, the Defaults and other matters
concerning the Loan and the Project.  The parties desire to so settle and
resolve such matters without costly and protracted litigation, on the terms
and subject to the conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the foregoing Recitals, the
representations, warranties, covenants and agreements contained in this
Agreement, the sum of One Dollar ($1.00) each to the other in hand paid and
other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the properties hereby represent, warrant, covenant
and agree as follows:

                                 ARTICLE I

                        INCORPORATION BY REFERENCE

      1.1   INCORPORATION BY REFERENCE.  The foregoing Recitals and each
schedule and exhibit appended to this Agreement are incorporated into this
Agreement by this reference as if set forth in full in the body hereof.

                                    -2-


                                ARTICLE II

            ACKNOWLEDGEMENTS, REAFFIRMATION AND RELATED MATTERS

      2.1 ACKNOWLEDGEMENTS AND REAFFIRMATIONS.  The Borrower hereby
      represents, warrants, acknowledges and agrees as follows:

            2.1.1   the Borrower acknowledges that the Loan and each Note
have been duly and validly accelerated and, therefore, the Loan and each
Note have matured and that all amounts payable to Lender under the Loan and
the Loan Documents, including, without limitation, the outstanding unpaid
principal balance thereof, all accrued and unpaid interest thereunder
(whether at the stated or default rate) and all other amounts payable
thereunder (including, without limitation, attorneys' fees incurred in
connection with the negotiation, documentation and consummation of the
transactions contemplated by this Agreement and otherwise) are immediately
due and payable to Lender by the Borrower pursuant to the various Loan
Documents, all without notice, grace, further opportunity for cure, without
notice, demand, presentment or any other action by Lender or any other
person or entity and without any defense, counterclaim or right of offset,
all of the foregoing, if and to the extent available to the Borrower, being
hereby unconditionally, irrevocably and expressly waived and disclaimed by
the Borrower;

            2.1.2   the Borrower acknowledges and agrees that there is no
defense, counterclaim or right of offset with respect to the payment in
full of the Liabilities or the enforcement by Lender of any and all of the
rights and remedies provided for in the Loan Documents and that the Loan
Documents remain in full force and effect, enforceable against Borrower in
accordance with their respective terms;

            2.1.3   the Borrower acknowledges and agrees that SCHEDULE
2.1.3 appended to this Agreement is a true and correct schedule of the
principal and interest payable under the Loan Documents as of December 31,
1994;

            2.1.4   each of Borrower and (AS EVIDENCED BY THEIR EXECUTION
AND DELIVERY OF THIS AGREEMENT IN THEIR CAPACITIES AS GENERAL PARTNERS OF
THE BORROWER AND BY THEIR INITIALS SET FORTH BELOW THIS SUBSECTION)
Glimcher and Zamagias acknowledges and agrees (a) that, by executing the
Letter Agreement, each of Borrower, Glimcher (as to the Glimcher Letter of
Credit only) and Zamagias (as to the Zamagias Letter of Credit only)
acknowledges that Lender was entitled to draw under the Letters of Credit,
(b) that each of Borrower, Glimcher (as to the Glimcher Letter of Credit
only) and

                                    -3-


      Zamagias (as to the Zamagias Letter of Credit only) acknowledges that
Lender has rightfully drawn the amounts described above under the Letters
of Credit and (c) that none of the Borrower, Glimcher (as to the Glimcher
Letter of Credit only) and Zamagias (as to the Zamagias Letter of Credit
only) has any claim, defense or counterclaim against Lender as a result of
such draw


                     RIG                        MGZ

            2.1.5    the Borrower acknowledges that Lender has no further
obligation to disburse or advance proceeds of the Loan; and

            2.1.6    the Borrower acknowledges that the Liabilities exceed
the value of the "Property" (as hereinafter defined) and that the Borrower
has no equity in the Property.

      2.2   The Borrower acknowledges and agrees that, pursuant to the
Letter Agreement, the Property Manager has been collecting the rents,
issues and profits of the Project for periods commencing on January 1, 1995
and that such rents, issues and profits constitute (and that the Lender may
retain such rents, issues and profits as) Lender's sole and exclusive
property.


                                ARTICLE III

              CONVEYANCE OF PROPERTY AND RELATED TRANSACTIONS

      3.1   TRANSFERS BY BORROWER.  On the terms and subject to conditions
contained in this Agreement, Borrower hereby covenants and agrees to sell,
assign, convey and otherwise transfer (or cause such sale, assignment,
conveyance and transfer) to Lender or Lender's nominee or designee (the
"GRANTEE"), on the "Closing Date" (as hereinafter defined), absolutely and
free of any right of redemption or other right, title or interest of any
person or entity claiming, by, through or under Borrower, other than
"Permitted Exceptions" (as hereinafter defined), all of Borrower's present
and future right, title and interest in and to the following real and 
personal property (collectively, the "PROPERTY")

            3.1.1    by a special warranty deed, executed by the Borrower
to and in favor of Grantee (the "DEED"), the Real Property;

            3.1.2    by an assignment of leases in the form of SCHEDULE
      3.1.2 appended to this Agreement executed by the Borrower to

                                    -4-


      and in favor of the Grantee (the "ASSIGNMENT OF LEASES"), all leases,
licenses and other agreements granting to any person or entity the right to
use or occupy all or any portion of the Real Property, including, without
limitation, the landlord's right to receive and hold security deposits
thereunder and all unapplied security deposits (the "SECURITY DEPOSITS"),
all amounts payable to the landlord thereunder other than amounts payable
for periods through December 31, 1994, if and to the extent actually paid
to Borrower on or before December 22, 1994 (collectively, the "LEASES"),
and Borrower's claims in the "INSOLVENCY EVENT" (as hereinafter defined) of
F&M Distributors, Inc. (the "F&M CLAIM");

         3.1.3       by one or more warranty instruments of assignment 
      executed by the Borrower to and in favor of the Grantee,
(collectively, the "ASSIGNMENT OF CONTRACTS AND RIGHTS") the following:

            3.1.3.1  if and to the extent in Borrower's possession or
otherwise reasonably available from Borrower's design professionals or
other contractors, all drawings, plans and specifications relating to any
existing or proposed Improvements (the "PLANS"), together with the
acknowledgment and consent of each architect and engineer;

            3.1.3.2  all unexpired claims, warranties, guarantees and
sureties, if any, received in connection with all or any portion of the
Real Property or the "Personal Property" (as hereinafter defined),
including, without limitation, the design and construction of the
Improvements (the "Warranties");

            3.1.3.3  all annexation, development, sale, service, energy,
utility, recapture, supply and maintenance rights, contracts, equipment
leases and other agreements relating to the Real Property and/or the
Personal Property (including, without limitation, those listed on SCHEDULE
3.1.3.3 appended to this Agreement) (the "CONTRACTS"), if and to the extent
that they are assignable and Grantee elects to accept such assignment;

            3.1.3.4  all building, special use and other permits,
licenses, certificates of occupancy, franchises and applications for
preliminary or final plan approval or any such licenses and permits
(including, without limitation, those listed on SCHEDULE 3.1.3.4 appended
to this Agreement) issued by any federal, state, county or municipal
authority relating to the use enjoyment, ownership, development,
construction, maintenance, management,

                                    -5-


         repair and operation of the Real Property and running to or in
favor of any one or more of the Borrower and the Real Property (the
"Permits"), if and to the extent assignable;

            3.1.3.5  all of the Borrower's rights under and proceeds of
all pending insurance claims for damage to or destruction of all or any
portion of the Property, unless such damage or destruction has been
repaired or rebuilt by the Borrower and the Borrower has advanced funds to
pay for such repair or rebuilding;

            3.1.3.6  all of the Borrower's files, books, records and books
of accounts (including, without limitation, mailing, customer and "frequent
user" lists) relating to the use, enjoyment, ownership, management,
maintenance, repair and operation of the Property, other than tax returns,
partnership financial records and other items not reasonably related to the
ongoing uses, enjoyment, ownership, management, maintenance, repair and
operation of the Property; and

            3.1.3.7  all contracts and other intangible personal property
now owned by any Borrower and used or useful in connection with the use,
enjoyment, ownership, development, leasing, management, maintenance, repair
or operation of the Real Property (including, without limitation, trade
styles and trade names, licenses, other assignable contract rights,
brochures, manuals, advertising material and assignable utility contracts);

         3.1.4       by a warranty bill of sale executed by Borrower to
and in favor of Lender (the "BILL OF SALE"), all other personal property of
any kind or nature whatsoever, whether tangible or intangible, owned by
Borrower and located at or used or useful in connection with the Real
Property and/or the Project, including, without limitation, the items
identified on SCHEDULE 3.1.4 appended to this Agreement; all furniture,
fixtures and equipment located at or otherwise used or useful in connection
with the Real Property and/or the Project; all inventories of supplies; all
construction, maintenance and repair materials, whether or not stored or
situated on the Land; all heating, ventilating, incinerating, lighting,
plumbing, electrical, and air conditioning fixtures and equipment; all hot
water heaters, furnaces, heating controls, motors and boiler pressure
systems and equipment located in or on the Real Property; and all security
equipment and means and devices of access (collectively, the "TANGIBLE
PERSONAL PROPERTY"); and


                             -6-


            3.1.5    by appropriate instruments of transfer, such other
real and personal property that Lender may require.

The property described in Section 3.1.2 through Section 3.1.5, both
inclusive, sometimes is referred to in this Agreement collectively as the
"PERSONAL PROPERTY."

      3.2   DOCUMENTATION.  Each instrument (or so many duplicate originals
thereof as Lender or Grantee may reasonably require) of sale, assignment,
conveyance or other transfer of the Property shall be in form and substance
satisfactory to Lender and Grantee, shall be duly executed, attested,
notarized and/or acknowledged, as appropriate, and shall be deposited into
the "ESCROW" (as hereinafter defined) by the Borrower simultaneously with
the execution and delivery of this Agreement.  If and to the extent
necessary or appropriate, the Borrower shall update said deposits on the
"CLOSING DATE" (as hereinafter defined) by depositing into the Escrow such
additional or replacement documents and instruments as are necessary or
appropriate.  Any two or more of the transfers contemplated by this Article
may be effected in a single instrument of transfer, if the parties so
agree.

      3.3   NO ASSUMPTION.  The Borrower acknowledges and agrees (a) that
the acceptance by Grantee of title to the Property shall not create any
personal obligations on the part of Grantee to third parties for claims of
any kind whatsoever that such third parties might have against any one or
more of the Borrower and/or the Property as of the Closing Date, (b) that
Grantee will not assume or agree to discharge any obligations or
liabilities pertaining to the Property that arose, accrued, occurred or
were contracted for on or before December 31, 1994 and (c) that, except as
expressly provided in Section 5.4.3, neither Grantee nor Lender shall
assume or agree to discharge any obligations or liabilities, no matter when
arising or accruing, that Grantee does not expressly assume in writing.

                                ARTICLE IV

                           CONDITIONS TO CLOSING

      4.1   CLOSING CONDITIONS.  Lender's obligations contained in Section
5.4 ("LENDERS'S CLOSING OBLIGATIONS") shall be subject to the prior
satisfaction of each and all of the following conditions precedent (the
"CLOSING CONDITIONS"), any one or more of which may be waived by Lender, at
its sole and absolute discretion:

            4.1.1    the Borrower shall have performed or tendered
performance of all of its covenants and agreements to be performed under
this Agreement up to and including Closing Date;

                                    -7-


            4.1.2    all of the representations and warranties of the
Borrower contained in any one or more of this Agreement and the documents
and instruments that have been or are to be delivered to Lender in
connection with this Agreement (collectively the "SETTLEMENT DOCUMENTS")
shall be true, correct, complete and not misleading as of the Closing Date,
except to the extent that they expressly relate to an earlier date, in
which event Borrower shall update said representations and warranties to
the Closing Date and, as so updated, said representations and warranties
shall not disclose an adverse change in the physical condition or legal
status of the Property taken as a whole, from that previously represented
in any one or more of the Settlement Documents;

            4.1.3    Lender shall have conducted and shall be satisfied
with such matters regarding the physical condition and legal status of the
Property, including, without limitation, status of title to Real Property,
the absence of hazardous substances and related materials and the
compliance of the Property with applicable environmental and other safety
and health laws; and

            4.1.4   Ticor Title Insurance Company (in this capacity, the
"TITLE INSURER") shall be prepared to issue:

                    4.1.4.1   to Lender, datedown and so-called "non-
            merger" endorsements to Lender's existing Title Insurance
Policy No. K-36506 (the "ENDORSEMENTS"); and

                    4.1.4.2   to Grantee, an ALTA owner's title insurance
policy (or a marked-up commitment having the force and effect of a policy),
effective the Closing Date, insuring Grantee's fee simple absolute title in
and to the Real Property, subject only to those liens, claims and
encumbrances identified on Part A of SCHEDULE 4.1.4.2 appended to this
Agreement (the "PERMITTED EXCEPTIONS"), and including extended coverage
over general exceptions and the following endorsements: 3.1 zoning (with
parking), access, contiguity,survey accuracy, location, restrictions,
encroachment and tax lot, and any other endorsements that Lender reasonably
may require after review of the title commitment and survey (the "TITLE
POLICY").

      4.2   COVENANTS PENDING CLOSING.

            4.2.1    TRANSITION AND COOPERATION.  From and after the
execution and delivery of this Agreement up to and including the ninetieth
(90) day after the Closing Date, the Borrower shall cooperate with the
Lender, the Property Manager and the Grantee to (a) review, analyze and
interpret the books and

                                    -8-


      records delivered to Lender, Property Manager or Grantee, (b) assist
Lender, Property Manager and Grantee in the orderly and effective
transition of ownership and management of the Property, (c) settle any
claims involving third parties and (d) respond to such questions and
inquiries as Lender, Property Manager and the Grantee may have regarding
the Property, the Project and the books and records of the Property and the
Project.  The Borrower shall cooperate with Lender and take such actions as
necessary or appropriate to assist Lender in obtaining estoppel
certificates, subordination and attornment agreements and other
arrangements that Lender, Property Manager or Grantee may desire with any
tenants under the Leases or parties to any of the Contracts.

            4.2.2    RECEIPT AND REMITTANCE OF FUNDS.  If Borrower has
received, from and after December 23, 1994 up to and including the date of
this Agreement, or receives from and after the date of this Agreement any
amounts payable to it under any Lease or otherwise in connection with the
ownership, use, enjoyment and management of the Project, it shall receive
and hold such amounts as trustee for the Lender and the Grantee and shall,
immediately upon receipt thereof (or, with respect to any such amounts
received up to and including the date of this Agreement, simultaneously
with the execution and delivery of this Agreement) endorse, pay and deliver
such amounts to the Property Manager.

                                 ARTICLE V

                                  CLOSING

      5.1   TIME AND PLACE OF CLOSING.  The consummation of the transfers
described in Article III and related transactions contemplated by this
Agreement (the "CLOSING") shall take place at 10:00 am. local Chicago time
at the offices of Lender's attorneys designated in Article X or at such
other place in the metropolitan Chicago area as Lender may designate, and
through a closing escrow (the "Escrow") established pursuant to an
agreement (the "ESCROW AGREEMENT") with Ticor Title Insurance Company (in
this capacity, the "ESCROW AGENT").  The Closing shall take place on the
third business" day after all of the Closing Conditions have been satisfied
or waived by Lender (the "CLOSING DATE"), but in no event later than April
6, 1995 (the "OUTSIDE DATE").  If the Closing does not occur on or before
the Outside Date for any reason other than default by Lender:

            5.1.1    Lender may, by giving notice to Borrower, at any time
thereafter, terminate this Agreement, in which case, Lender's obligation to
consummate the transactions contemplated by this Agreement shall be null,
void and of no

                                    -9-


      further force or effect and Lender may pursue any and all of the
rights or remedies available to it under the Loan Documents, at law or in
equity against the Property and/or the Borrower; or

            5.1.2    Lender may elect to accept title to the Property as
provided in Article III, but shall be relieved of Lender's Closing
Obligations, in which event all aspects of the Closing other than the
performance and delivery of Lender's Closing Obligations shall occur on a
day designated by Lender in a notice given to the Borrower, which day shall
be the Closing Date.

      5.2   DELIVERIES GENERALLY.  Where appropriate, any documents and
instruments to be executed and delivered at the Closing may be executed in
counterparts.  With respect to any such document or instrument, each such
counterpart shall constitute an original, but all such counterparts
together shall constitute one instrument or agreement.  At the Closing,
each party shall execute and deliver to the other so many counterpart or
duplicate originals of each such document and instrument as the other
reasonably may request.

      5.3   BORROWER DELIVERIES. On the Closing Date, Borrower shall
deliver or cause to be delivered to Lender and/or Grantee, as appropriate,
the following documents and instruments, each executed, attested, notarized
and/or acknowledged, as appropriate:

            5.3.1    [INTENTIONALLY OMITTED]

            5.3.2    the Deed;

            5.3.3    the Bill of Sale;

            5.3.4    the Assignment of Leases;

            5.3.5    the Assignment of Contracts and Rights;

            5.3.6    appropriate instruments executed by appropriate
persons and entities sufficient to sell, assign, convey and otherwise
transfer all of the other rights, titles, interests and properties
described in Article III;

            5.3.7    if and to the extent not previously delivered to the
Property Manager, possession, dominion and control of the Property and the
documents, instruments, agreements and records constituting or evidencing
the Property, including, without limitation, the original Leases,
Contracts, Plans and Permits;



                                   -10-


      5.3.8   a Release of Lender and Affiliated Persons in the form of
SCHEDULE 5.3.8 appended to this Agreement, executed by the Borrower,
Glimcher and Zamagias;

      5.3.9   such documents and instruments as are necessary to evidence
the organization and existence of the Borrower and the due authorization of
the transactions contemplated by this Agreement, including, without
limitation, a photocopy of Borrower's partnership agreement, certified as
true, correct, complete and in full force and effect by each of Glimcher
and Zamagias and an opinion of counsel to the Borrower, Glimcher and
Zamagias, dated as of the Closing Date, in form and substance acceptable to
Lender, addressing, with respect to this Agreement and the other Settlement
Documents, capacity, organization, existence, good standing, power,
authority and due authorization, non-contravention, legality, validity,
binding effect and enforceability;

      5.3.10  evidence of termination of all management and brokerage
agreements affecting the Real Property, pursuant to which each contracting
person shall, on its own behalf and on behalf of its affiliates, successors
and assigns, acknowledge full and final payment of or waive any and all
rights or claims to any management fees, brokerage commissions and any
other fees and expenses associated with the Property;

      5.3.11  a waiver of statutory lien rights against the Real Property
from any service or material provider, property manager and broker
sufficient to release in full any lien or potential claim for lien that
such person may have against the Real Property;

      5.3.12  the Endorsements, the Title Policy and such other documents
and instruments as are necessary to cause the Title Insurer to issue the
Endorsements and the Title Policy, including, without limitation, a GAP
undertaking, an ALTA statement and an affidavit of no new improvements;

      5.3.13  an affidavit sufficient to establish that the Real Property
is exempt from the disclosure requirements of the Illinois Responsible
Property Transfer Act;

      5.3.14  if the Closing Date occurs after the effective date of this
Agreement, a certificate regarding representations and warranties
sufficient to evidence satisfaction of the Closing Condition set forth in
Section 4.1.2;




                           -11-


            5.3.15   photocopies of the (or, if not theretofore delivered
to Property Manager, the original) Leases, certified by the Borrower to be
true, correct and complete;

            5.3.16   a rent roll setting forth such information as of
December 23, 1994 as Lender, Grantee and Property Manager may require (the
"Rent Roll"), certified by Borrower to be true, correct and complete;

            5.3.17   photocopies of the (or, if not theretofore delivered
to Property Manager, the original) Contracts and Permits, certified by
Borrower to be true, correct and complete;

            5.3.18   a certificate of non-foreign status;

            5.3.19   such additional documents as are necessary to
evidence assignment of the F&M Claim; and

            5.3.20   such other documents and instruments are the
reasonably necessary appropriate to effectuate the Closing, provided that
said documents and instruments are not inconsistent with the parties'
intent as expressed in this Agreement.

      5.4   LENDER'S DELIVERIES.  On the Closing Date, Lender shall, as
Lender's Closing Obligations, deliver or cause to be delivered to the
Borrower the following:

            5.4.1    [INTENTIONALLY OMITTED]

            5.4.2    a Covenant Not to Sue Borrower and Affiliated Persons
in the form of SCHEDULE 5.4.2 appended to this Agreement, duly executed,
attested, notarized and/or acknowledged, as appropriate; and

            5.4.3    an appropriate instrument pursuant to which Lender
shall assume Borrower's obligation to pay the expenses of the Property
identified on SCHEDULE 5.4.3, duly executed, attested, notarized and/or
acknowledged, as appropriate.

      5.5   JOINT DELIVERIES.  On the Closing Date, the parties shall
jointly execute and deliver the following:

            5.5.1    a closing and settlement statement;

            5.5.2    the Escrow Agreement or such to the Escrow Agreement
as are reasonably necessary to provide for the consummation of the
transactions contemplated by this Agreement;

                                   -12-


            5.5.3    State of Illinois and, if applicable, City of West
Dundee real estate transfer declarations; and

            5.5.4    such other documents and instruments as are
reasonably necessary to consummate the transactions contemplated by this
Agreement, provided that said documents and instruments are not
inconsistent with the parties' intent as expressed in this Agreement.

      5.6   FURTHER ASSURANCES.  The Borrower covenants and agrees that,
with regard to any items that it is required to deliver or cause to be
delivered to Lender or Grantee pursuant to this Agreement, to the extent
that such items are not fully delivered to Lender or Grantee on the Closing
Date, unless Lender or Grantee formally waives any such requirement in
writing, Borrower shall cooperate fully with Lender and Grantee on and
after the Closing Date so that such items are delivered to Lender or
Grantee.

      5.7   PRORATIONS. APPORTIONMENTS. ADJUSTMENTS AND COSTS.  The amounts
payable under Sections 5.3 and 5.4 above may be offset and adjusted at
Closing.  In addition, the following items shall be paid and adjusted in
the manner hereinafter set forth:

            5.7.1    provided that all real estate taxes due and payable
on or before the Closing Date shall have been paid in full, there shall be
no proration of real estate taxes;

            5.7.2    Lender or Grantee shall be entitled to receive and
retain, as their sole and exclusive property, all rents and other amounts
payable under the Leases for periods from and after January 1, 1995.  In
addition, Lender or Grantee shall be entitled to receive and retain, as
their sole and exclusive property, all rents and other amounts payable
under the Leases for periods prior to January 1, 1995 that had not been
collected by the Borrower as of the close of business on December 22, 1994
and, if and to the extent the Borrower or any of its representatives shall
have received any such amounts from and after December 23, 1994 and shall
not have paid such amounts to the Lender prior to the Closing Date, on the
Closing Date, Borrower shall account to Lender for any such amounts in
accordance with SECTION 4.2.2 and shall pay such amounts to Lender or
Lender shall receive a credit against the payment contemplated by Section
5.4.1 in the amount of any such payments;

            5.7.3    Borrower shall be solely and exclusively responsible
for all expenses of the Project arising, accruing or occurring up to and
including December 31, 1994 except for those obligations identified on
SCHEDULE 5.4.3 appended to this Agreement and, if and to the extent
Borrower, Lender or

                                   -13-


      Property Manager have received any statements or invoices for any
such obligations, on the Closing Date, the Borrower shall pay such
invoices;

            5.7.4    each party shall pay its respective attorneys' fees
and costs and all other expenses incurred directly by it in connection with
the transactions contemplated by this Agreement; and

            5.7.5    Lender shall pay title insurance premiums, the Escrow
Agent's fees and real estate transfer taxes, if any, incurred in connection
with the Closing.

                                ARTICLE VI

                REPRESENTATIONS AND WARRANTIES OF BORROWER

       6.1  REPRESENTATIONS AND WARRANTIES.  Subject to Section 10.16,
      Borrower hereby represents and warrants unto Lender as follows:

            6.1.1    to its knowledge, the Borrower has provided to Lender
and its officers, employees, agents, advisers, attorneys, accountants,
architects and engineers access to all Real Property and Personal Property
and true and correct and complete originals or photocopies of the Leases,
Plans, Contracts, Warranties, Permits, engineering reports, environmental
reports, soil reports, compaction tests and utility plans relating to the
Property, lease and sale files, correspondence relating to the Property,
and the financial and other books and records relating to the use,
enjoyment, ownership, development, sale, management, maintenance, repair
and operation of the Property so as to enable Lender, Property Manager and
Grantee to make such inspections, tests, copies and verifications they
consider necessary;

            6.1.2    the execution, delivery and performance by the
Borrower of this Agreement and the Settlement Documents does not and will
not violate, contradict or interfere with, contravene, breach or otherwise
conflict with any agreement, judicial or administrative order or pending
or, to the knowledge of the Borrower, threatened legal proceeding to which
any one or more of Borrower, Glimcher and Zamagias is a party, by which any
one or more of such persons is bound or that otherwise binds or involves in
any manner the Property, the Loan, the Loan Documents or the transactions
contemplated by this Agreement;

            6.1.3    Borrower is a general partnership duly organized,
validly existing and good standing under the laws of the State


                            -14-


of Ohio; Borrower has the legal power and authority to execute, deliver and
perform this Agreement and the other Settlement Documents; the execution,
delivery and performance of this Agreement and the other Settlement
Documents have been duly and validly authorized by all required partnership
action of the Borrower; and this Agreement and each Settlement Document to
be executed by any one or more of Borrower, Glimcher and Zamagias do or
shall constitute the legal, valid and binding obligations of such persons,
enforceable against them in accordance with their respective terms;

            6.1.4 none of Borrower, Glimcher and Zamagias is the subject of
any pending or threatened "Insolvency Event" (as hereinafter defined);

            6.1.5 to its knowledge, the Borrower owns fee simple title to
the Property, free and clear of any and all liens, claims or encumbrances
except those identified on SCHEDULE 4.1.4.2;

            6.1.6 except for the Permitted Exceptions and otherwise to its
knowledge Borrower is not a party to, nor is any portion of the Property
bound by, any contract, commitment or other agreement to sell, transfer,
convey or assign, to provide rights of first refusal, options or other
similar rights with respect to, to lease, license or otherwise grant rights
for the use or occupancy of or to otherwise pledge, hypothecate, transfer
or dispose of all, any portion of or any interest in the Property;

            6.1.7 to its knowledge SCHEDULE 3.1.4 appended to this
Agreement is a true, correct and complete schedule of all Tangible Personal
Property;

            6.1.8 to its knowledge SCHEDULE 3.1.3.3 appended to this
Agreement is a true, correct and complete schedule of all Contracts.  Each
such Contract is in good standing and in full force and effect, has not
been modified or amended in any manner from the photocopy thereof
previously delivered to Lender and no party is in default thereunder;

            6.1.9 to the Borrower's knowledge, SCHEDULE 3.1.3.4 appended to
this Agreement is a true, correct and complete schedule of all Permits. 
Each such Permit is in good standing and in full force and effect, has not
been modified or amended in any manner from the photocopy thereof
previously delivered to Lender and no party is in default thereunder;

            6.1.10      to the Borrower's knowledge, SCHEDULE 6.1.10 is a
true, correct and complete Schedule of all of the Leases; each

                             -15-


Lease is in good standing and in full force and effect, has not been
modified or amended in any manner from the photocopy thereof previously
delivered to Lender; up to December 23, 1994, there existed no breach,
default or other non-performance under any Lease by the Borrower, as
landlord, and, except as set forth on SCHEDULE 6.1.10, no tenant is in
default thereunder;

            6.1.11      to the Borrower's knowledge, there is no pending or
threatened legal proceeding affecting all or any part of the Property;

            6.1.12      to the Borrower's knowledge, (other than those
occurrences for which Borrower maintained at the time of such occurrence
adequate occurrence based insurance coverage) there has been no personal
injury or property damage in, on, upon or about the Real Property for which
any person or entity has a claim, right or cause of action against
Borrower, any person or entity acting on behalf of a Borrower or all or any
portion of the Property and the Borrower has, at all times during the past
five (5) years, maintained in full force and effect adequate "occurrence"
insurance to protect against any such claim;

            6.1.13      to the Borrower's knowledge, the current condition,
use and operation of the Property complies with currently applicable zoning
and building laws and does not otherwise violate any applicable
governmental requirements and Borrower has not received any notice from any
governmental authority of any proposed or actual zoning change or any
violation of any governmental requirement in respect of all or any portion
of the Property that has not been corrected and removed from the
appropriate public record;

            6.1.14      to the Borrower's knowledge, Borrower has not
received any notice of and there is not presently contemplated or pending
any special assessment against or increase in assessed valuation of all or
any portion of the Real Property;

            6.1.15      to the Borrower's knowledge, Borrower has not
received any notice of and there do not exist any defects, inadequacies or
other conditions that have not been corrected or, if not corrected, would
result in the impairment, termination of or increase in the premium under
any insurance coverage applicable to all or any portion of the Real
Property or the owner thereof or that would otherwise adversely affect the
insurability of the Real Property or the owner thereof;

            6.1.16      to the Borrower's knowledge, the Borrower owns and
there is included among the Property all of the real and

                             -16-


personal property, whether tangible or intangible, and all other rights,
titles and interests related to the Borrower's use, enjoyment, ownership,
management, sale, development, maintenance, repair and operation of the
Real Property;

              6.1.17     to the Borrower's knowledge, the Real Property
and the transactions contemplated by this Agreement are exempt from the
disclosure requirements of the Illinois Responsible Property Transfer Act;
and

              6.1.18     to the Borrower's knowledge, except as disclosed
in books and records delivered to Lender, there is no information material
to the use, enjoyment, ownership, management, sale, development and
operation of the Property that has not previously been disclosed to Lender.

                                ARTICLE VII

                            EVALUATION OF AGREE

        7.1   EVALUATION OF AGREEMENT.  Borrower and (AS EVIDENCED BY
THEIR EXECUTION AND DELIVERY OF THIS AGREEMENT IN THEIR CAPACITIES AS
GENERAL PARTNERS OF THE BORROWER AND BY THEIR INITIALS SET FORTH BELOW THIS
SUBSECTION, BUT SOLELY WITH RESPECT TO HIMSELF AND THE BORROWER), Glimcher
and Zamagias each represents, warrants, acknowledges and agrees, that he or
it has read and fully understands this Agreement, including, without
limitation, the terms and provisions of Article IX; that he or it has had a
full and fair opportunity to evaluate this Agreement and the transactions
and other matters contemplated by this Agreement; that he or it has had a
full and fair opportunity to consult with and has consulted with his or its
own attorneys, accountants and other business advisers and counselors of
his or its choosing in
  connection with the negotiation, evaluation, execution, delivery and
performance of this Agreement, the documents and instruments to be executed
and delivered pursuant to this Agreement and the consummation of the
transactions contemplated by this Agreement and said documents and
instruments; that he or it is sophisticated and experienced in matters such
as the Property and the Loan; that consummation of the transactions
contemplated by this Agreement may have adverse tax consequences for
Borrower, Glimcher and Zamagias have and it has been advised in connection
with the transactions contemplated by this Agreement by competent tax
advisers of its or his own choosing; and that, in light of the foregoing
and under the circumstances taken as a whole, this Agreement, the documents
and instruments to be executed and delivered pursuant to this Agreement and
the transactions contemplated by this Agreement and said




                                   -17-


documents and instruments are fair to him or it and equitable in all
respects.


                          RIG                     MPZ



                               ARTICLE VIII

                       MATTERS REGARDING CONVEYANCES
                               AND TRANSFERS

      8.1   ABSOLUTE CONVEYANCE.  The Borrower acknowledges and agrees that
the sale, assignment, conveyance and other transfer of the Property to
Grantee pursuant to the terms of this Agreement are in all respects an
absolute conveyance of all of its rights, titles and interests in and to
all or any portion of the Property, in fact as well as in form, and are not
intended as a mortgage, trust conveyance, deed of trust, conditional sale
or security interest of any kind or nature whatsoever; that the
consideration for such sale, assignment, conveyance and other transfer is
exactly as recited herein; and that, after the Closing Date, Borrower will
not have further right, title, interest or claims (including, without
limitation, any rights of redemption, reinstatement or similar rights) in
or to all or any portion of the Property or the proceeds and profits that
may be derived therefrom.  The Borrower acknowledges and agrees further
that the sale, assignment, conveyance and transfer of the Property
includes, and that Lender or Grantee shall be entitled to retain, any tax,
insurance or other escrows established in connection with the Loan, all of
which shall, simultaneously with the Closing, become Lender or Grantee's
sole and exclusive property.

      8.2   NO MERGER.  The parties hereto affirm, acknowledge and agree,
and the Deed may recite that, notwithstanding (a) the execution of this
Agreement by Lender, (b) the fact that Lender or its affiliate may be the
assignee, grantee or other transferee under any one or more of the
instruments of transfer contemplated by this Agreement and (c) the
acceptance by Lender or Grantee of the sale, assignment, conveyance or
other transfer of all or any portion of the Property as contemplated by
this Agreement, the Notes, the Mortgage and all of the other Loan Documents
shall, subject, if applicable, to the terms and provisions of the Covenant
Not To Sue, remain in full force and effect after the consummation of the
transactions contemplated by this Agreement and the indebtedness evidenced
by the Notes shall not be canceled or satisfied.  The parties hereto
further affirm, acknowledge and agree that Grantee's interests in and to
the Property under all transfers provided for in this Agreement shall not
merge with the interests of the Lender in and to the Property under any one
or


                          -18-


more of the Loan Documents and such rights, titles and interest shall at
all times remain separate and distinct.  It is the express intention of the
parties to this Agreement, for the purposes of 735 Illinois Compiled
Statutes Section 5/15-1401 and otherwise, that the liens and security
interests evidenced by the Loan Documents shall be and remain at all times
valid and continuous liens and security interests in, to, against and on
the Property, notwithstanding the union of any such right, title or
interest in Lender and/or its affiliate at any time.

                                ARTICLE IX

                            INSOLVENCY MATTERS

      9.1   AUTOMATIC STAY.  If any person or entity, including, without
limitation, the Borrower or any of its partners, becomes the subject of any
Insolvency Event, each of the Borrower and (AS EVIDENCED BY THEIR EXECUTION
AND DELIVERY OF THIS AGREEMENT IN THEIR CAPACITIES AS GENERAL PARTNERS OF
THE BORROWER AND BY THEIR INITIALS SET FORTH BELOW THIS SECTION, BUT SOLELY
WITH RESPECT TO HIMSELF AND THE BORROWER), Glimcher and Zamagias agree as
follows:

            9.1.1    any automatic stay, injunction or other limitation or
prohibition against the Lender resulting from such Insolvency Event shall,
immediately and automatically, be modified and terminated with respect to
Lender, without further notice, hearing or order of court, so that the
Lender may proceed to exercise any and all rights and remedies available to
it under any one or more of the Loan Documents or otherwise under
applicable law against any one or more of the Property and the persons and
entities obligated for the payment or performance of the Loan and the Loan
Documents, as if no such Insolvency Event had been commenced;

            9.1.2    that he or it, as applicable, shall not contest any
motion, application or other action of Lender made or taken in any court of
competent jurisdiction seeking the modification or termination of any such
automatic stay, injunction or other limitation or prohibition on the
enforcement of the agreement set forth in the immediately preceding
sentence in a manner consistent therewith; and

            9.1.3    that, in the event of any such Insolvency Event, he
or it shall immediately take any and all actions necessary or appropriate
to cause this Agreement to be assumed and reaffirmed in such Insolvency
Event.

                                   -19-


The agreements set forth in this Section constitutes a material inducement
to the Lender's agreements SET FORTH in this Agreement.


                    RIG                            MGZ


      9.2   DEFINITION OF INSOLVENCY EVENT.  For the purposes of this
Agreement, the term "INSOLVENCY EVENT" shall mean any legal proceeding
under any law regarding or providing for bankruptcy, insolvency, the
appointment of a receiver, guardian, trustee, conservator or similar
officer, moratorium or creditors' rights or debtors' obligations generally,
commenced voluntarily or, involuntarily.

      9.3   AGREEMENT AS INTERIM CASH COLLATERAL ORDER.  If the Borrower
becomes the subject of an Insolvency Event, the Borrower agrees, in
consideration of the Lender's Closing Obligations and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, as follows:

            9.3.1   if the debtor in said Insolvency Event desires to use
"cash collateral" (as that term is defined in the Code), this Agreement
shall, without modification, be deemed to be a stipulation between the
Lender and the debtor or debtors in said Insolvency Event for the entry
pursuant to Section 363 of the Code of a cash collateral order
incorporating the terms and provisions of this Agreement, including,
without limitation, the terms and provisions of Article II and Article IV. 
The Borrower shall cooperate with the Lender to cause, and shall not take
or omit to take any action that would delay or otherwise hinder, the
immediate entry of such a cash collateral order fully incorporating,
without supplement or modification (except as may be agreed to by Lender),
the terms and provisions of this Agreement.  Such cash collateral order
(and any subsequent cash collateral order) shall permit the use of such
cash collateral (a) only until the end of the applicable exclusivity period
provided for in Section 1121(b) of the Code or, if shorter and if
applicable, the period for filing a plan reorganization under Section
362(d) and (b) during such period, only to pay the necessary expenses, if
any, that the landlord is obligated to pay under any Lease, for the
operation or preservation of the Property and to the payment of the
Borrower's obligations to Lender under this Agreement and the other Loan
Documents; and

      9.3.2 all income from the operation of the Property shall constitute
cash collateral in any such Insolvency Event and, to the extent that any
such income is used and consumed after the commencement of such an
Insolvency Event, the Borrower agrees that such income constitutes
collateral for Lender's secured claim under

                                   -20-


Section 506 of the Code in the amount so used or consumed.  If and to the
extent that the collateral securing Lender's claims in said Insolvency
Event at any time is deemed or proves to be insufficient to pay Lender's
claim in full, Lender's secured claim shall be deemed to have been
inadequately protected under the provisions of said cash collateral order
(or any subsequent cash collateral order) and Lender shall have an
administrative expense claim in said Insolvency Event to such extent.  Said
administrative expense claim shall have "super priority" over any and all
administrative expenses of the kind specified in Sections 503(b) and 507(b)
of the Code, shall be equal to the priority provided under the provisions
of Section 364(c) (1) of the Code over all other costs and administrative
expenses of the kind specified in Sections 105, 300, 326, 330, 331, 503(b),
506(c), 507(a), 507(b) or 726 of the Code and shall at all times be senior
to the rights of the Borrower, any debtor in possession or any trustee;
PROVIDED, HOWEVER, that such administrative expense claims shall be
subordinate to the professional fees and reimbursement of professionals'
expenses that may be awarded to professionals retained by the debtor in
said Insolvency Event pursuant to Sections 330 and/or 331 of the Code and
the fees of any bankruptcy trustee.


                                 ARTICLE X

                            GENERAL PROVISIONS

      10.1 NOTICES.  Unless expressly provided otherwise in this Agreement,
any notice, request, demand or other communication required to be given
under this Agreement or any document or instrument executed and delivered
pursuant to this Agreement shall be in writing, shall be deemed to be given
or delivered (a) on the date of personal delivery of the notice, request,
demand or other communication at or before 3:00 p.m. local Chicago time,
(b) on the second business day after the day of mailing of such notice,
request, demand or other communication by United States Registered Mail or
United States Certified Mail, postage prepaid, or (c) on the next business
day after mailing of such notice, request, demand or other communication by
express courier, freight charges prepaid, to the parties (including any
person or entity designated for receipt of a photocopy thereof) at the
following addresses or at such other address as any of the parties may
hereafter specify in the aforementioned manner:

if to Borrower:         Spring Hill Associates
                        c/o Glimcher Group, Inc.
                        One Mellon Bank Center
                        500 Grant Street -- Suite 2000
                        Pittsburgh, Pennsylvania  15219


                                   -21-


with a copy to:         Michael G. Zamagias
                        Zamagias Properties
                        336 Fourth Avenue
                        Pittsburgh, Pennsylvania 15222

with a copy to:         William I. Kohn, Esq.
                        Barnes & Thornburg
                        200 West Madison Street
                        Suite 2610
                        Chicago, Illinois  60606

if to Lender:           c/o JMB Realty Corporation
                        900 North Michigan Avenue
                        Chicago, Illinois  60611
                        Attention:  Ms. Julie Walner

with a copy to:          Katten Muchin & Zavis
                         525 West Monroe Street
                         Suite 1600
                         Chicago, Illinois 60661-3693
                         Attention:    Synde B. Keywell, Esq. and
                                       David M. Lesser, Esq.

      10.2 ENTIRE AGREEMENT.  This Agreement, together with the documents
and instruments to be executed and delivered pursuant to this Agreement,
constitutes the entire agreement of the parties hereto with respect to the
matters addressed herein and therein and, except as expressly set forth
herein and therein, supersedes all prior or contemporaneous contracts,
covenants, agreements, representations, warranties and statements, whether
written or oral, with respect to such matters, including, without
limitation, the outline of terms referred to in the Recitals.

      10.3 AMENDMENT.  This Agreement may not be amended, changed, modified
or terminated, except by written instrument executed by all parties to this
Agreement.

      10.4 WAIVER.  No waiver by Lender of any failure or refusal of any
party to comply with its obligations under this Agreement shall be deemed a
waiver of any other or subsequent failure or refusal to so comply by such
other party.  No waiver shall be valid unless in writing signed by the
party to be charged and only to the extent therein set forth.

      10.5 SEVERABILITY.  If any term or provision of this Agreement or
application thereof to any person or circumstances shall, to any extent, be
found by a court of competent jurisdiction to be invalid or unenforceable,
the remainder of this Agreement, or the application of such term or
provision to persons or circumstances other than those as to which it is
held invalid or unenforceable,

                                   -22-


shall not be affected thereby and each other term or provision of this
Agreement shall be valid and be enforced to the fullest extent permitted by
law, unless the result would be inconsistent with the manifest intent of
the parties or expressed in this Agreement.

      10.6 CAPTIONS.  The title of this Agreement and the headings of the
various paragraphs of this Agreement have been inserted only for the
purposes of convenience, and are not part of this Agreement and shall not
be deemed in any manner to modify, explain, expand or restrict any of the
provisions of this Agreement.

      10.7 GOVERNING LAW.  The place of business of Borrower and Lender,
the location of the Property, and the place of payment and performance
under this Agreement being the State of Illinois, this Agreement and such
documents and instruments shall be construed and enforced according to the
laws of that State.

      10.8 ASSIGNABILITY.  This Agreement shall be binding upon and inure
to the benefit of the parties hereto and beneficiaries hereof and their
respective heirs, executors, personal representatives, successors and
assigns; PROVIDED, HOWEVER, that no party hereto other than Lender may
assign any of its rights or obligations hereunder, if any, and any such
purported or attempted assignment shall be null and void AB INITIO and of
no force or effect.

      10.9 NO THIRD PARTY BENEFICIARIES.  Unless expressly provided
otherwise herein, this Agreement is made and entered into for the sole
protection and benefit of the parties hereto and Grantee, and no other
person, persons, entity or entities shall have any right of action hereon,
right to claim any right or benefit from the terms contained herein or be
deemed a third party beneficiary hereunder.

      10.10 COUNTERPARTS.  Any of this Agreement and the documents and
instruments to be executed and delivered pursuant to this Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute but one instrument.

      10.11 ATTORNEYS' FEES COSTS AND EXPENSES.  Anything to the contrary
hereof in notwithstanding, in any action, proceeding or dispute resolution
process arising from, out of or in connection with this Agreement and the
transactions contemplated hereby, Lender shall be entitled to recover from
the Borrower the costs, expenses and attorneys' fees incurred by it in
connection therewith, if Lender is prevailing party.  Nothing contained in
this Section is intended to limit any provision regarding payment of
attorney's fees, costs, expenses and similar matters contained elsewhere in
this Agreement or in any other document or instrument to be executed and
delivered pursuant to this Agreement.

                                   -23-


      10.12 CUMULATIVE REMEDIES.     Unless expressly provided otherwise
herein, the rights and remedies of Lender provided for herein shall be
cumulative and concurrent and shall include all other rights and remedies
available at law or in equity, may be pursued singly, successively or
together, at the sole and absolute discretion of the Lender and may be
exercised as often as occasion therefor shall arise.

      10.13 BUSINESS DAY.  If any payment to be made or obligation to be
performed hereunder is to be made or performed on a day other than a
business day, it shall be deemed to be made or performed in a timely manner
if done on the next succeeding business day.  For the purposes of this
Agreement, a business day shall be any day other than a Saturday, Sunday or
official Federal or State of Illinois holiday.

      10.14 FURTHER ASSURANCES.  The Borrower covenants and agrees that,
from and after the execution and delivery of this Agreement, it shall, from
time to time, execute and deliver any and all documents and instruments as
are reasonably necessary or rested by Lender to carry out the intent of the
Agreement, provided that the execution and delivery of said documents and
instruments does not increase his or its liability beyond that contemplated
by this Agreement.

      10.15 TIME OF ESSENCE.   Time  is  of  the  essence  of  this
Agreement.

      10.16 KNOWLEDGE: LIABILITY OF GLIMCHER AND ZAMAGIAS.  When used in
this Agreement, references to the Borrower's "knowledge" shall mean, with
respect to knowledge attributed to the Borrower through Glimcher, matters
of which Glimcher has current actual knowledge or that it is commercially
reasonable to expect that the managing general partner of a partnership
owning and operating a property such as the Project would have, based upon
a commercially reasonable investigation, and, with respect to knowledge
attributed to the Borrower through Zamagias, matters of which Zamagias or
one of his personal agents or representatives (such as attorneys,
accountants and business managers, but expressly excluding Glimcher)
possesses current actual knowledge.  Notwithstanding any of the foregoing,
the Lender acknowledges and agrees that the indirect, secondary liability
of Glimcher and Zamagias, as general partners of the Borrower, under this
Agreement and the other Settlement Documents shall be limited as follows:

            10.16.1 Glimcher shall have no indirect, secondary liability as
to matters arising out of a breach of the representations and warranties
contained in this Agreement and the other Settlement Documents, but
Glimcher hereby represents and warrants that he has reviewed such
representations and


                            -24-


      warranties (including, without limitation, those representations and
warranties contained in Article VI of this Agreement) and that he has no
current actual knowledge that any such representations and warranties are
materially incorrect, incomplete or misleading and Glimcher acknowledges
and agrees that he shall have direct personal liability if the
representations and warranties contained in this Section 10.16.1 are
materially incorrect;


            10.16.2 Zamagias shall have no indirect, secondary liability as
to matters arising out of a breach of the representations and warranties
contained in this Agreement and the other Settlement Documents, but
Zamagias hereby represents and warrants that he has reviewed such
representations and warranties (including, without limitation, those
representations and warranties contained in Article VI of this Agreement)
and that he has no current actual knowledge that any such representations
and warranties are materially incorrect, incomplete or misleading and
Zamagias acknowledges and agrees that he shall have direct personal
liability if the representations and warranties contained in this Section
10.16.2 are materially incorrect;

            10.16.3 as to the covenants and agreements contained in any one
or more of this Agreement and the Settlement Documents, the indirect
secondary liability of Glimcher and Zamagias, as general partners of the
Borrower shall be "non-recourse" in nature to Glimcher and Zamagias except,
with respect to each of them, to the extent that any breach, default or
other non-performance of any such covenant or agreement arises out of the
fraudulent, grossly negligent or willful acts or omissions of either or
both of them, in which event the partner or partners who have so acted or
omitted to act shall, jointly and severally with the Borrower, be
personally liable for such breach, default or other nonperformance.

Lender acknowledges and agrees further that, the direct, primary personal
liability of Glimcher and Zamagias under this Agreement shall be limited to
the matters expressly set forth in Section 2.1.4, Section 7.1, Section 9.1,
Section 10.16.1 (with respect to Glimcher), Section 10.16.2 (with respect
to Zamagias) and Section 10.17.

      10.17 WAIVER OF TRIAL BY JURY; VENUE.  BORROWER AND (AS EVIDENCED BY
THEIR EXECUTION AND DELIVERY OF THIS AGREEMENT IN THEIR CAPACITIES AS
GENERAL PARTNERS OF THE BORROWER AND BY THEIR INITIALS SET FORTH BELOW THIS
SECTION, BUT SOLELY WITH RESPECT TO HIMSELF AND BORROWER), GLIMCHER AND
ZAMAGIAS EACH IRREVOCABLY AND

                                   -25-


UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDINGS BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT
OR ANY DOCUMENT OR INSTRUMENT TO BE EXECUTED AND DELIVERED PURSUANT TO THIS
AGREEMENT.  THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY
BORROWER AND BORROWER ACKNOWLEDGES THAT NEITHER THE LENDER NOR ANY PERSON
ACTING ON BEHALF OF THE LENDER HAS MADE ANY REPRESENTATIONS OP FACT TO
INDUCE THIS WAIVER OP TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
EFFECT.  EACH OF BORROWER AND (AS EVIDENCED BY THEIR EXECUTION AND DELIVERY
OF THIS AGREEMENT IN THEIR CAPACITIES AS GENERAL PARTNERS OF THE BORROWER
AND BY THEIR INITIALS SET FORTH BELOW THIS SECTION, BUT SOLELY WITH RESPECT
TO HIMSELF AND BORROWER), GLIMCHER AND ZAMAGIAS EACH FURTHER ACKNOWLEDGES
AND AGREES THAT BE OR IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS
AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL,
SELECTED OF HIS OR ITS OWN FREE WILL, THAT BE OR IT HAS HAD THE OPPORTUNITY
TO DISCUSS THIS WAIVER WITH COUNSEL, THAT THE PROPERTY AND OTHER SUBJECT
MATTER OF THIS AGREEMENT IS SITUATED IN KANE COUNTY, ILLINOIS AND THAT,
UNLESS LENDER AGREES OTHERWISE, ANY AND ALL LEGAL PROCEEDINGS INSTITUTED IN
RESPECT OF THIS AGREEMENT, THE DOCUMENTS AND INSTRUMENTS EXECUTED AND
DELIVERED PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT SHALL BE INSTITUTED IN THE CIRCUIT COURT OF, OR THE UNITED
STATES COURTS SITTING PERMANENTLY IN, KANE COUNTY, ILLINOIS.



























                                   -26-


      IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed this effective as of the day and year first above written.

                                  LENDER:

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


                                            By:JMB Realty Corporation, a
                                            Delaware corporation


                                            By:    JULIE WALNER
                                            Name:  Julie Walner
ATTEST                                      Title:  Vice President
By:   SHEREEN TAYLOR                        
Name: Shereen Taylor                        
Title:Senior Counsel                        


                                 BORROWER:

                                     SPRING HILL ASSOCIATES, an Ohio
general partnership


                                     By:   ROBERT I. GLIMCHER
                                     Name: Robert I. Glimcher
                                     Title:  One of its General Partners
                                             (and, for the purposes of
Sections 2.1.4, 7.1, 9.1, 10.16.1 and 10.17, individually)


                                     By:  MICHAEL G. ZAMAGIAS
                                     Name: Michael G. Zamagias
                                     Title:  One of its General Partners
                                             (and, for the purposes of
Sections 2.1.4, 7.1, 9.1, 10.16.2 and 10.17, individually)





                                   -27-


                                  SCHEDULE A

                         Legal Description of Land


       PARCEL ONE:


       LOTS 1 AND 3 IN SPRING HILL FASHION CORNER, BEING A RESUBDIVISION
OF LOTS 5, 6, 7, 8 AND 9 OF THE PLAT OF SPRING HILL SOUTHEAST AND
UNSUBDIVIDED LANDS IN THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 42
NORTH, RANGE 8, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT
THEREOF RECORDED NOVEMBER 21, 1984 AS DOCUMENT 1702859 IN KANE COUNTY,
ILLINOIS.


       PARCEL TWO:

       EASEMENT CREATING A MEANS OF DRAINAGE OF SURFACE WATER FOR THE
BENEFIT OF PARCEL ONE AS SET FORTH IN EASEMENT AGREEMENT DATED OCTOBER 26,
1984 AND RECORDED OCTOBER 30, 1984, AS DOCUMENT NO. 1700606 GRANTED BY
HOMART DEVELOPMENT CO., A DELAWARE CORPORATION IN FAVOR OF SPRING HILL
ASSOCIATES, AN OHIO GENERAL PARTNERSHIP OVER THE STORM DRAINAGE ROUTING
DESCRIBED AS FOLLOWS: BEGINNING AT A POINT, DEFINED AS THE INTERSECTION OF
THE CENTER LINE OF ENTRANCE ROAD B OF SPRING HILL MALL AND THE NORTHERN
R.O.W. LINE OF STATE HIGHWAY 72; THENCE, NORTHERLY ALONG SAID CENTERLINE OF
ENTRANCE ROAD B A DISTANCE OF 260 FEET TO A POINT; THENCE EASTERLY 40 FEET
TO AN EXISTING STORM SEWER MANHOLE; THENCE EAST 17 FEET ALONG A 36 INCH CMP
TO THE WEST PROPERTY LINE OF LOT NUMBER 9 OF SPRING HILL SOUTHEAST
SUBDIVISION, TO THE TRUE POINT OF BEGINNING; THENCE WESTERLY 17 FEET ALONG
THE 30 INCH CMP TO THE AFOREMENTIONED STORM SEWER MANHOLE; THENCE WESTERLY
162 FEET ALONG AN EXISTING 36 INCH CMP TO AN OUTFALL STRUCTURE IN THE
SPRING HILL MALL DETENTION POND; THENCE TO THE AFOREMENTIONED DETENTION
POND.

       PARCEL THREE:

       ACCESS EASEMENT OVER, ACROSS AND UPON THAT PORTION OF THE SOUTHWEST
QUARTER OF SECTION 22, TOWNSHIP 42 NORTH, RANGE 8, EAST OF THE THIRD
PRINCIPAL MERIDIAN KNOWN AS "RING ROAD" AS DESCRIBED AND DELINEATED ON
EXHIBIT "B" ATTACHED TO AND FORMING A PART OF THE OPERATING AGREEMENT
RECORDED APRIL 27, 1981 AS DOCUMENT 1575014, IN THE OFFICE OF THE RECORDER
OF DEEDS, KANE COUNTY, ILLINOIS.

       PARCEL FOUR:

       EASEMENT FOR PARKING AND INGRESS AND EGRESS ON, OVER AND THROUGH
LOTS 1, 3 AND 4 OF SPRING HILL FASHION CORNER, AS MORE FULLY DESCRIBED IN
PARCEL ONE ABOVE, AS CREATED BY DECLARATION OF COMMON AREA INGRESS-EGRESS
AND PARKING EASEMENT RECORDED OCTOBER 30, 1984 AS DOCUMENT 1700608, IN THE
OFFICE OF THE RECORDER OF DEEDS, KANE COUNTY, ILLINOIS.





Common Street Address:              Spring Hill Fashion Corner
                                    State, Routes 31 and 72
                                    West Dundee
                                    Kane County, Illinois

Permanent Index Nos.:               03-22-326-044 and 03-22-326-046





                                  -29-


                                SCHEDULE C

                        SCHEDULE OF LOAN DOCUMENTS






1.    Promissory Note, dated February 13, 1986, made by Borrower and
payable to the order of Lender in the principal amount of $10,500, 000.00
(the "Major NOTE");

2.    Promissory Note, dated February 13, 1986, made by Borrower and
payable to the order of Lender in the principal amount of $500, 000.00 (the
"MINOR NOTE") (the Major Note and the Minor Note sometimes are referred to
in this Agreement individually as a "Note" and collectively as the
"Notes");

3.    Mortgage, Assignment of Leases and Rents, Security Agreement and
Financing Statement, dated as of February 13, 1986 and recorded in the
Office of the Recorder of Deeds of Kane County, Illinois on February 14,
1986 as Document No. 1756892 (the "Mortgage");

4.    Letter of Credit No. 53952-IC (subsequently redesignated No. A-
      302331) issued by Pittsburgh National Bank (n/k/a PNC Bank National
Association ("PNC Bank")) for the account of Glimcher in the amount of
$250,000.00 (the "GlIMCHER LETTER of Credit");

5.    Letter of Credit No. 01203, issued by Dollar Bank for the account of
Zamagias in the amount of $250,000.00 (the "ZAMAGIAS LETTER OF CREDIT").

















                                   -30-


                              SCHEDULE 2.1.3

                                LIABILITIES


                        Principal -       $10,030,000.00

                        Interest -        $ 2,468,891.24


STATE OF ILLINOIS       )
                        )  SS:
COUNTY OF KANE          )


                           SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED made and entered into this 2nd day of May, 1995,
by and between SPRING HILL ASSOCIATES, and Ohio General Partnership, with
its principal address at One Mellon Bank Center, Suite 2000, Pittsburgh,
PA. 15219, hereinafter referred to as "Grantee", and JMB/SPRING HILL
ASSOCIATES, an Illinois general partnership, whose address is c/o JMB
Realty Corporation, 900 North Michigan Avenue, Chicago, Illinois 60611,
hereinafter referred to as "Grantee",
                            W I T E S S E T H:
That said Grantor for and in consideration of the sum of ONE DOLLAR ($1.00)
and other good and valuable consideration, paid by Grantee, the receipt and
sufficiency of such consideration being hereby acknowledged, does by these
presents bargain, sell, convey and confirm unto Grantee, a certain tract or
parcel of land, together with the 
THIS DOCUMENT PREPARED BY:
James E. DiGregory, Esq.
One Mellon Bank Center, Suite 2000
Pittsburgh, PA. 15219

UPON RECORDATION RETURN TO:
David M. Lesser, Esq.
Katten, Muchin & Zavis
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661

SEND TAX BILLS TO:
Robert H. Cohen, Vice President, Group Manager
JMB Retail Properties Co.
152 Stratford Square
Bloomingdale, Illinois 60108




improvements thereon  and appurtenances thereunto belonging, situate in
Kane County, Illinois, which said real estate hereby conveyed is more
particularly described on Exhibit "A" attached hereto and make a part
hereof.

TO HAVE AND TO HOLD THE SAME, together with all rights and appurtenances to
the same belonging, unto the Grantee and to its successors and assigns
forever.  The Grantor hereby covenants that it and its successors and
assigns do, shall and will Warrant and Defend the title to the premises
unto the said Grantee and to its successors and assigns forever, against
the lawful claims of all persons claiming by, from, through or under
Grantor, but none other.






IN WITNESS WHEREOF, the Grantor has executed these presents the day and
year first above written.



In the presence of:                 GRANTOR:
                                    SPRING HILL ASSOCIATES, an Ohio
                                    General Partnership



                                    ROBERT I. GLIMCHER
                                    Robert I. Glimcher, General Partner



                                    
                                    Michael G. Zamagias, General Partner




COMMONWEALTH OF PENNSYLVANIA  )
                              )   SS:
COUNTY OF ALLEGHENY           )



      On this 15th day of February, 1995, before me, a Notary Public,
personally appeared Robert I.Glimcher, who acknowledged himself to be the
general partner of SPRING HILL ASSOCIATES, an Ohio general partnership, and
that he, as general partner, being duly authorized to do so, executed the
foregoing instrument for the purposes set forth therein.

      IN WITNESS WHEREOF, I have hereunto set my hand and official seal.


                                    COLLEEN MOORE
                                    Colleen Moore
                                    Notary Public

                                    My Commission Exp.: June 29, 1996

[Notarial Seal]



COMMONWEALTH OF PENNSYLVANIA  )
                              )     SS:
COUNTY OF ALLEGHENY           )



      On this ------ day of ----------, before me, a Notary Public,
personally appeared Michael G. Zamagias, who acknowledged himself to be the
general partner of SPRING HILL ASSOCIATES, an Ohio general partnership, and
that he, as general partner, being duly authorized to do so, executed the
foregoing instrument for the purposes set forth therein.

      IN WITNESS WHEREOF, I have hereunto set my hand and official seal.




                                          Notary Public

                                          My Commission Expires.:

[Notarial Seal]



IMPROVEMENTS THEREON AND APPURTENANCES THEREUNTO BELONGING, SITUATE IN KANE
COUNTY, ILLINOIS, WHICH SAID REAL ESTATE HEREBY CONVEYED IS MORE
PARTICULARLY DESCRIBED ON EXHIBIT "A" ATTACHED HERETO AND MADE PART HEREOF.

TO HAVE AND TO HOLD THE SAME, TOGETHER WITH ALL RIGHTS AND APPURTENANCES TO
THE SAME BELONGING, UNTO THE GRANTEE AND TO ITS SUCCESSORS AND ASSIGNS
FOREVER.  THE GRANTOR HEREBY COVENANTS THAT IT AND ITS SUCCESSORS AND
ASSIGNS FOREVER DO, SHALL AND WILL WARRANT AND DEFEND THE TITLE TO THE
PREMISES UNTO THE SAID GRANTEE AND TO ITS SUCCESSORS AND ASSIGNS FOREVER,
AGAINST THE LAWFUL CLAIMS OF ALL PERSONS CLAIMING BY, FROM, THROUGH OR
UNDER GRANTOR, BUT NONE OTHER.




IN WITNESS WHEREOF, THE GRANTOR HAS EXECUTED THESE PRESENTS THE DAY AND
YEAR FIRST ABOVE WRITTEN;


In the presence of:                 GRANTOR:
                                    SPRING HILL ASSOCIATES, and Ohio
                                    General Partnership



                                    ROBERT I. GLIMCHER,
                                    Robert I. Glimcher, General Partner

                                    MICHAEL G. ZAMAGIAS,
                                    Michael G. Zamagias, General Partner




COMMONWEALTH OF PENNSYLVANIA  )
                              )     SS:
COUNTY OF ALLEGHENY           )



      On this 15th day of February, 1995, before me, a Notary Public,
personally appeared Robert I.Glimcher, who acknowledged himself to be the
general partner of SPRING HILL ASSOCIATES, an Ohio general partnership, and
that he, as general partner, being duly authorized to do so, executed the
foregoing instrument for the purposes set forth therein.

      IN WITNESS WHEREOF, I have hereunto set my hand and official seal.



                                    Colleen Moore
                                    Notary Public
                                    My Commission Exp.: June 29, 1996

[Notarial Seal]



COMMONWEALTH OF PENNSYLVANIA  )
                              )     SS:
COUNTY OF ALLEGHENY           )



      On this 2ND day of May, 1995, before me, a Notary Public, personally
appeared Michael G. Zamagias, who acknowledged himself to be the general
partner of SPRING HILL ASSOCIATES, an Ohio general partnership, and that
he, as general partner, being duly authorized to do so, executed the
foregoing instrument for the purposes set forth therein.

      IN WITNESS WHEREOF, I have hereunto set my hand and official seal.



                                    CAROL A. MACSURAK
                                    Carol A. Macsurak
                                    Notary Public

                                    My Commission Exp.: April 28, 1997


                                 EXHIBIT A
                         LEGAL DESCRIPTION OF LAND


            PARCEL ONE:

            LOTS I.     AND 3 IN SPRING HILL FASHION CORNER, BEING A
RESUBDIVISION OF LOTS 5, 6, 7 AND 8 OF THE PLAT OF SPRING HILL SOUTHEAST
AND UNSUBDIVIDED LANDS IN THE SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 42
NORTH, RANGE 8, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT
THEREOF RECORDED NOVEMBER 21, I984 AS DOCUMENT 1702859 IN KANE COUNTY,
ILLINOIS.

            PARCEL TWO:

            EASEMENT CREATING A MEANS OF DRAINAGE OF SURFACE WATER FOR THE
BENEFIT OF PARCEL ONE AS SET FORTH IN EASEMENT AGREEMENT DATED OCTOBER 26,
1984 AND RECORDED OCTOBER 30, 1984, AS DOCUMENT NO. 1700606 GRANTED BY
HOMART DEVELOPMENT CO., A DELAWARE CORPORATION IN FAVOR OF SPRING HILL
ASSOCIATES, AN OHIO GENERAL PARTNERSHIP OVER THE STORM DRAINAGE ROUTING
DESCRIBED AS FOLLOWS: BEGINNING AT A POINT, DEFINED AS THE INTERSECTION OF
THE CENTER LINE OF ENTRANCE ROAD B OF SPRING HILL MALL AND THE NORTHERN
R.O.W. LINE OF STATE HIGHWAY 72; THENCE, NORTHERLY ALONG SAID CENTERLINE OF
ENTRANCE ROAD B A DISTANCE OF 260 FEET TO A POINT; THENCE EASTERLY 40 FEET
TO AN EXISTING STORM SEWER MANHOLE; THENCE EAST 17 FEET ALONG A 36 INCH CMP
TO THE WEST PROPERTY LINE OF LOT NUMBER 9 OF SPRING HILL SOUTHEAST
SUBDIVISION, TO THE TRUE POINT OF BEGINNING; THENCE WESTERLY 17 FEET ALONG
THE 30 INCH CMP TO THE AFOREMENTIONED STORM SEWER MANHOLE; THENCE WESTERLY
162 FEET ALONG AN EXISTING 36 INCH CMP TO AN OUTFALL STRUCTURE IN THE
SPRING HILL MALL DETENTION POND; THENCE TO THE AFOREMENTIONED DETENTION
POND.

            PARCEL THREE:

            ACCESS EASEMENT OVER, ACROSS AND UPON THAT PORTION OF THE
SOUTHWEST QUARTER OF SECTION 22, TOWNSHIP 42 NORTH, RANGE 8, EAST OF THE
THIRD PRINCIPAL MERIDIAN KNOWN AS "RING ROAD" AS DESCRIBED AND DELINEATED
ON EXHIBIT "B" AFFECT TO AND FORMING A PART OF THE OPERATING AGREEMENT
RECORDED APRIL 27, 1981 AS DOCUMENT 1575014, IN THE OFFICE OF THE RECORDER
OF DEEDS, KANE COUNTY, ILLINOIS.

            PARCEL FOUR:

            EASEMENT FOR PARKING AND INGRESS AND EGRESS ON, OVER AND
THROUGH LOTS I, 3 AND 4 OF SPRING HILL FASHION CORNER, AS MORE FULLY
DESCRIBED IN PARCEL ONE ABOVE, AS CREATED BY DECLARATION OF COMMON AREA
INGRESS-EGRESS AND PARKING EASEMENT RECORDED OCTOBER 30. 1984 AS DOCUMENT
1700608, IN THE OFFICE OF THE
            RECORDER OF DEEDS, KANE COUNTY, ILLINOIS.



      Cohn Street Address:    Spring Hill Fashion Corner
                              State Routes 31 and 72 
                              West Dundee
                              Kane County, Illinois

      Permanent Index Nos.:   03-22-326-044 and 03-22-326-046


                           WARRANTY BILL OF SALE

      For and in consideration of the sum of Ten and No/100 Dollars
($10.00) in hand paid and other good and valuable consideration, the
receipt, adequacy and sufficiency of which hereby are acknowledged, SPRING
HILL ASSOCIATES, an Ohio general partnership ("BORROWER"), hereby warrants,
sells, transfers, conveys, delivers, assigns and sets over to JMB/SPRING
HILL ASSOCIATES, an Illinois general partnership, its successors and
assigns (collectively, "GRANTEE") all of its right, title and interest in
and to personal property of any kind or nature whatsoever, whether tangible
or intangible, owned by Borrower and located at and used in connection with
the "REAL PROPERTY" [as that term is defined in the Agreement for Deed in
Lieu of Foreclosure, dated as of April 1, 1995 ("AGREEMENT"), by and among
Borrower and JMB Mortgage Partners - III, Ltd., an Illinois limited
partnership ("LENDER")], including, without limitation, the items listed on
SCHEDULE 3.1.4 appended to the Agreement.

      Nothing contained herein shall operate so as to supersede
representations, warranties, covenants or agreements made by Borrower or
Lender in the Agreement.

      Borrower hereby warrants that it owns such personal property, in each
case free of all claims, liens and encumbrances not disclosed in the
Agreement.

      The interests of Grantee in and to the property conveyed hereby shall
not merge with the interest of Lender or Grantee under the Loan Documents
(as that term is defined in the Agreement).



      IN WITNESS WHEREOF, Borrower has caused this Warranty Bill of Sale to
be executed as of the day and year first below written


DATED:      April 2, 1995

                              SPRING HILL ASSOCIATES, an Ohio
                              general Partnership


                              By:   ROBERT I. GLIMCHER
                              Name: Robert I. Glimcher
                              Its:  General Partner


The foregoing Warranty Bill
of Sale is consented to on
behalf of Borrower


By:   MICHAEL G. ZAMAGIAS
Name: Michael G. Zamagias
Its:  General Partner


STATE OF PENNSYLVANIA         )
                              )     SS
COUNTY OF ALLEGHENY           )



                              ACKNOWLEDGEMENT

      I, the undersigned, a Notary Public in and for said County, in the
State aforesaid, DO HEREBY CERTIFY, that Robert I. Glimcher, personally
known to me to be the same person whose name is subscribed to the foregoing
instrument as a general partner of Spring Hill Associates, an Ohio general
partnership, appeared before me this day in person and acknowledged that he
signed and delivered the said instrument as his own free and voluntary act
and as the free and voluntary act of said partnership, for the uses and
purposes set forth therein.

      GIVEN under my hand and Notarial seal this 4th day of April 1995.


                                    COLLEEN MOORE
                                    Notary Public 


My commission expires: June 29, 1996


STATE OF PENNSYLVANIA         )
                              )     SS
COUNTY OF ALLEGHENY           )



                              ACKNOWLEDGEMENT

      I, the undersigned, a Notary Public in and for said County, in the
State aforesaid, DO HEREBY CERTIFY, that Robert I. Glimcher, personally
known to me to be the same person whose name is subscribed to the foregoing
instrument as a general partner of Spring Hill Associates, an Ohio general
partnership, appeared before me this day in person and acknowledged that he
signed and delivered the said instrument as his own free and voluntary act
and as the free and voluntary act of said partnership, for the uses and
purposes set forth therein.

      GIVEN under my hand and Notarial seal this 10th day of April 1995.


                                    CAROL A. MACSURAK
                                    Carol A. Macsurak
                                    Notary Public 


My commission expires: April 28, 1997