<PAGE>

                                                                   EXHIBIT 10.65


                           SECOND AMENDED AND RESTATED
                     LIMITED LIABILITY COMPANY AGREEMENT OF
                             RAMCO JACKSONVILLE LLC

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                <C>
ARTICLE I FORMATION, CONTINUATION, NAME, PURPOSES,
       PRINCIPAL OFFICE, TERM OF THE COMPANY AND RELATED
       MATTERS                                                                      1
   1.01     Formation and Continuation                                              1
   1.02     Name                                                                    2
   1.03     Purposes                                                                2
   1.04     Principal Office, Registered Offices and Resident Agent                 2
   1.05     Term                                                                    2
   1.06     Treatment of the Company                                                3

ARTICLE II CAPITAL AND RELATED MATTERS                                              3
   2.01     Initial Capital Contributions                                           3
   2.02     Additional Capital Contributions                                        3
   2.03     Financing Matters                                                       3
   2.04     Return of Capital Contributions                                         4
   2.05     Limited Liability of Members                                            4

ARTICLE III  ALLOCATIONS AND DISTRIBUTIONS                                          4
   3.01     Allocations of Profit and Loss                                          4
   3.02     Distribution of Cash Flow                                               7
   3.03     Distribution of Net Sale or Refinancing Proceeds                        9

ARTICLE IV MEETINGS OF MEMBERS AND RELATED MATTERS                                 10
   4.01     Annual Meetings                                                        10
   4.02     Development, Management and Leasing of the Shopping Center             11
   4.03     Right of First Refusal                                                 11

ARTICLE V MANAGEMENT                                                               12
   5.01     Management and Responsibilities of the Manager                         12
   5.02     Investment Committee                                                   12
   5.03     Number; Election; Term of Office; and Qualifications                   15
   5.04     Resignation                                                            15
   5.05     Vacancies                                                              15
   5.06     Annual and Regular Meetings                                            15
   5.07     Special Meetings                                                       16
   5.08     Notice of Meetings                                                     16
   5.09     Quorum                                                                 16
   5.10     Reimbursement                                                          16
   5.11     Participation in a Meeting by Conference Telephone                     16
   5.12     Written Consent in Lieu of Meeting                                     17
   5.13     Minutes                                                                17
   5.14     Duty to Devote Time; Other Activities                                  17
</TABLE>

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<TABLE>
<S>                                                                                <C>
ARTICLE VI BOOKS, RECORDS AND ACCOUNTING                                           17
   6.01     Fiscal Year Accounting                                                 17
   6.02     Books and Records                                                      17
   6.03     Tax Matters Partner                                                    18
   6.04     Tax Information and Financial Statements                               18
   6.05     Withholding                                                            18

ARTICLE VII ASSIGNMENT OF MEMBERSHIP INTERESTS,
            WITHDRAWAL OF A MEMBER AND RELATED MATTERS                             19
   7.01     Assignment                                                             19
   7.02     Substitution of Members                                                20
   7.03     Transfers of Interests in Members                                      21
   7.04     References to "Member" and "Members" in the Event of Successors        21
   7.05     Prohibition on Withdrawal                                              21
   7.06     Occurrence of a Disability Event With Respect to a Member              22
   7.07     Single Representative to Act on Behalf of Successors                   22
   7.08     Succession by Individuals to Membership Interests of Members           23

ARTICLE VIII DISSOLUTION AND WINDING UP; CONTINUATION OF BUSINESS                  23
   8.01     Winding Up and Liquidation of the Company                              23
   8.02     Certificate of Dissolution                                             23

ARTICLE IX MISCELLANEOUS PROVISIONS                                                23
   9.01     Indemnification                                                        23
   9.02     Notices                                                                24
   9.03     Terms                                                                  25
   9.04     Article and  Section Headings                                          25
   9.05     Entire Agreement                                                       25
   9.06     Severability                                                           26
   9.07     Amendment                                                              26
   9.08     Binding Effect                                                         26
   9.09     Governing Law                                                          26
   9.10     Counterparts                                                           26
   9.11     No Third Party Rights Created Hereby                                   26
   9.12     Additional Acts and Instruments                                        26
   9.13     Date of Agreement                                                      27

ARTICLE X DEFINITIONS                                                              27
   10.01       Definitions                                                         27
</TABLE>

EXHIBITS

      A      Property
      B      Initial Capital Contribution
      C      Construction, Property Management Agreement and Indemnity Agreement

                                       ii
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                           SECOND AMENDED AND RESTATED
                     LIMITED LIABILITY COMPANY AGREEMENT OF
                             RAMCO JACKSONVILLE LLC

      THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
("Agreement") is made and entered into as of the 1st day of March, 2005, by and
between (i) Ramco-Gershenson Properties, L.P., a Delaware limited partnership
with offices located at 31500 Northwestern Highway, Suite 300, Farmington Hills,
Michigan 48334 ("Ramco") and (ii) SGS Equities LLC, a New York limited liability
company ("SGS"). All capitalized terms used in this Agreement are defined in
Article X of this Agreement.

                                R E C I T A L S:

      A. On February 4, 2004 (the "Formation Date"), Ramco formed Ramco
Jacksonville LLC, a Michigan limited liability company (the "Company") under the
Michigan Limited Liability Company Act, MCL Sections 450.4101 et. seq., as
amended (the "Act") by filing Articles of Organization with respect to the
Company ("Certificate") with the director of the Michigan Department of Labor
and Economic Growth. Ramco was the sole member of the Company. Ramco executed a
Limited Liability Company Agreement for the Company on January 12, 2004, as
restated on August 23, 2004 (the "Original Agreement").

      B. Simultaneously with the execution hereof, SGS has made a contribution
to the Company and in consideration thereof has obtained an eighty percent (80%)
Membership Interest in the Company.

      C. Ramco and SGS desire to evidence their agreements with respect to the
Company by amending and restating the Original Agreement.

      Accordingly, the parties agree that the Original Agreement is amended and
restated in its entirety as follows:

                                    ARTICLE I
           FORMATION, CONTINUATION, NAME, PURPOSES, PRINCIPAL OFFICE,
                     TERM OF THE COMPANY AND RELATED MATTERS

1.01  FORMATION AND CONTINUATION

      The Company was formed by the filing of the Certificate on the Formation
Date. The Company shall be continued. The relationship of the Members, with
respect to the Company, shall be governed by this Agreement.

<PAGE>

1.02  NAME

      The name of the Company shall remain Ramco Jacksonville LLC. The Company
may also conduct its business under such assumed name or names as shall be
selected by both Ramco and SGS at any time and from time to time.

1.03  PURPOSES

      a. The Company is being formed, and the purposes of the Company are, to
(i) acquire certain land in the City of Jacksonville, Duval County, Florida,
consisting of ninety three and 2/10 (93.2) acres, as described on Exhibit A
attached hereto and made a part hereof (the "Property") as the Property may be
expanded from time to time by the Company acquiring additional land in the
vicinity of the Property; (ii) construct, manage, operate, lease, sell, finance,
refinance, develop, redevelop and dispose of a retail development upon the
Property (the "Shopping Center"), including leasing, subleasing and selling all
or portions of the Property; and (iii) engage in any and all activities related
or incidental to the foregoing.

      b. The Company shall have all the powers necessary or appropriate for the
accomplishment of the Company's purposes.

1.04  PRINCIPAL OFFICE, REGISTERED OFFICES AND RESIDENT AGENT

      a. The principal office of the Company shall be located at 31500
Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334. The Company
shall have an office at such other address(es) as may be designated from time to
time by the Investment Committee by majority vote, including such offices as may
be required by each jurisdiction in which the Company transacts business, or
expects to transact business. The address of the office of the Company in the
State of Michigan required to be maintained pursuant to the Act is 31500
Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334, or such other
address as may be designated from time to time by the Investment Committee by
majority vote.

      b. The name and address of the registered agent for service of process on
the Company in the State of Michigan is Dennis Gershenson, whose address is c/o
Ramco-Gershenson Properties, L.P., 31500 Northwestern Highway, Suite 300,
Farmington Hills, Michigan 48334, or such other agent and address as may be
designated from time to time by the Investment Committee by majority vote. In
addition, Investment Committee by majority vote shall appoint such other
registered agents for service of process on the Company, as may be required by
those jurisdictions in which the Company transacts business, or expects to
transact business.

1.05  TERM

      a. The term of the Company commenced on the Formation Date.

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      b. The term of the Company shall end and the Company shall dissolve on the
earlier of the following dates ("Termination Date"):

            (1) The sale or other disposition of all or substantially all the
      assets of the Company;

            (2) The decision of Ramco and SGS to terminate the Company;

            (3) The tenth (10th) anniversary of the date of this Agreement (and
      upon expiration the Property will be sold); or

            (4) Any other event which, under this Agreement or the Act, results
      in the dissolution of the Company.

1.06  TREATMENT OF THE COMPANY

      The Company was formed as a limited liability company under and pursuant
to the Act. The Members specifically intend and agree that the Company not be a
partnership (including, a limited partnership) or any other venture, but a
limited liability company under and pursuant to the Act. No Member shall be
construed to be a partner in the Company or a partner of any entity or Member.
The Certificate and this Agreement and the relationships created thereby and
arising therefrom shall not be construed to suggest otherwise. Notwithstanding
the foregoing, the Members intend that the Company be treated as a partnership
for federal income tax purposes.

                                   ARTICLE II
                           CAPITAL AND RELATED MATTERS

2.01  INITIAL CAPITAL CONTRIBUTIONS

      Each Member has initially contributed to the capital of the Company cash
or property in the amount set forth opposite its respective name in column (2)
on Exhibit B attached hereto. Ramco's contribution consists of amounts
previously contributed to the Company in connection with predevelopment
activities for the Shopping Center.

2.02  ADDITIONAL CAPITAL CONTRIBUTIONS

      Neither Member shall be required to contribute any additional capital to
the Company. If the Members both agree to contribute additional capital to the
Company, the amount so contributed by the Members shall be contributed on a
proportionate basis based upon each Member's Applicable Percentage.

2.03  FINANCING MATTERS

      The Company may obtain a construction loan to finance the construction of
the Shopping Center (the "Construction Loan") with such lender as the Company
may desire (the "Construction Lender"), which Construction Lender may be an
independent

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third party lender or may be a company that is an Affiliate of one of the
Members, so long as such Affiliate does not charge more than market rates or
market fees in connection therewith. The Company may elect to supplement the
Construction Loan by obtaining a mezzanine loan (the "Mezzanine Loan") from such
lender as the Company may desire (the "Mezzanine Lender"), which Mezzanine
Lender may be an independent third party lender or may be a company that is an
Affiliate of one of the Members, so long as such Affiliate does not charge more
than market rates or market fees in connection therewith. Until a Construction
Loan is obtained, the Company shall borrow such funds as may be necessary or
desired from the Mezzanine Lender. The Manager may obtain the Construction Loan
and the Mezzanine Loan for the Company, so long as the aggregate amount of such
Loans does not exceed Seventy Million Dollars ($70,000,000.00). The Investment
Committee must approve by majority vote all financing obtained by the Company
for any purpose, provided that such approval shall be deemed given with respect
to Loans described in the immediately preceding sentence so long as the Manager
obtains the same on commercially reasonable terms. Each Member covenants and
warrants to the other that their actions or inactions will not trigger a failure
of condition or a default under the Construction Loan or the Mezzanine Loan
pertaining to such Member, as opposed to the Company or the Project.

2.04  RETURN OF CAPITAL CONTRIBUTIONS

      Except as otherwise provided in this Agreement, no Member shall have the
right to withdraw its capital contributions or to demand or receive the return
of its capital contributions or any part thereof.

2.05  LIMITED LIABILITY OF MEMBERS

      The Members shall not be liable for the acts, debts or obligations of the
Company or any other Member. No member shall be liable to the Company or any
other member for any amount in excess of its invested capital in the Company.

                                   ARTICLE III
                          ALLOCATIONS AND DISTRIBUTIONS

3.01  ALLOCATIONS OF PROFIT AND LOSS

         a. After giving effect to the allocations set forth in Sections 3.01b
through 3.01f hereof, Profit or Loss for each taxable period shall be allocated
to the Members as follows:

            (1) First, Profit shall be allocated to the Members having deficit
      balances in their Augmented Capital Accounts (as defined below), after
      taking into account all distributions with respect to such taxable period,
      in proportion to such deficit balances until such deficit balances have
      been eliminated;

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            (2) Second, Profit (other than any Profit resulting from the sale or
      other disposition of the property or assets of the Company) shall be
      allocated to the Members to the extent of and in proportion to the amount
      necessary, so that the total Profits allocated to each Member pursuant to
      this Section 3.01a(2) is equal to the aggregate amount of Cash Flow
      distributed to such Member with respect to such fiscal year and any
      previous fiscal year pursuant to Section 3.02a; and

            (3) Third, any remaining Profit or Loss for any fiscal year shall be
      allocated among the Members so that, at the end of such year, and after
      taking into account any distributions with respect to such fiscal year,
      the Capital Account of each Member, increased by such Member's "share of
      partnership minimum gain" and "share of partner nonrecourse debt minimum
      gain" (as so increased, a Member's Capital Account is hereinafter referred
      to as such Member's "Augmented Capital Account"), is, as nearly as
      possible, positive in the amount that the Company would distribute to such
      Member if the Company were to distribute any surplus (positive balance) in
      Augmented Members' Capital among the Members pursuant to Section 3.03
      (disregarding Section 3.03d.) below; provided, however, that no Loss or
      item of expense or loss shall be allocated to any Member for any fiscal
      year to the extent that such allocation would create or increase a deficit
      in such Member's Adjusted Augmented Capital Account (as hereinafter
      defined).

      b. After giving effect to the allocations set forth in Sections 3.01c
through 3.01 f. hereof, items of gross income and gain shall be allocated to
each Member in an amount and manner sufficient to eliminate, as quickly as
possible, any deficit in such Member's Adjusted Augmented Capital Account to the
extent that such deficit is created or increased by any unexpected adjustments,
allocations or distributions described in Section 1.704-1(b)(2)(ii)(d) (4)-(6)
of the Treasury Regulations. This Section 3.01b and the proviso of Section 3.01a
are intended to comply with the "alternate test for economic effect" in Section
1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted
consistently therewith.

      c. If, for a fiscal year, there is a net decrease in "partner nonrecourse
debt minimum gain," then each Member shall be allocated items of gross income or
gain equal to such Member's share of such net decrease, determined under Section
1.704-2(i) of the Treasury Regulations. However, in accordance with Section
1.704-2(i)(4) of the Treasury Regulations, the preceding sentence shall not
apply to the extent that the net decrease in "partner nonrecourse debt minimum
gain" results from (i) a capital contribution from such Member which is used to
pay a liability of the Company or (ii) a refinancing or lapse of a guarantee of,
or any other change in, a liability of the Company that causes such liability to
become partially or wholly a "nonrecourse liability."

      d. If, for a fiscal year, there is a net decrease in "partnership minimum
gain," then each Member shall be allocated items of income and gain equal to
such Member's share of such net decrease, determined in accordance with Sections
1.704-2(f) and

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1.704-2(g) of the Treasury Regulations. However, in accordance with Section
1.704-2(f)(2) of the Treasury Regulations, the preceding sentence shall not
apply to the extent that the net decrease in "partnership minimum gain" results
from (i) a capital contribution from such Member which is used to pay a
liability of the Company or (ii) a refinancing or guarantee of, or any other
change in, a liability of the Company that causes such liability to become
partially or wholly a "partner nonrecourse debt" for which such Member bears the
economic risk of loss.

      e. Any "nonrecourse deductions" for any fiscal year shall be allocated
eighty percent (80%) to SGS and twenty percent (20%) to Ramco.

      f. Any "partner nonrecourse deductions" for any fiscal year shall be
allocated to the Member who bears the economic risk of loss with respect to the
"partner nonrecourse debt" to which such "partner nonrecourse deductions" are
attributable in accordance with Section 1.704-2(i)(l) of the Treasury
Regulations.

      g. For purposes of this Section 3.01:

            (1) "Adjusted Augmented Capital Account" means, with respect to any
      Member as of the end of any fiscal year, such Member's Augmented Capital
      Account (i) reduced by those anticipated allocations, adjustments and
      distributions described in Section 1.704-1(b)(2)(ii)(d)(4)-(6) of the
      Treasury Regulations, and (ii) increased by the amount of any deficit in
      such Member's Capital Account that such Member is deemed obligated to
      restore under Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations as
      of the end of such fiscal year.

            (2) "Augmented Members' Capital" at the end of any year means the
      total amount of capital (assets minus liabilities) appearing on the
      Company's balance sheet as computed for book purposes within the meaning
      of Section 10.01(i) below (taking into account Profit, Loss and all items
      of income, gain, expense or loss for such year), increased by the amount
      of "partnership minimum gain" and "partner nonrecourse debt minimum gain"
      of the Company at the end of such year.

            (3) "Profit" and "Loss" each means, for each fiscal year of the
      Company or other period, the Company's profit or loss for federal income
      tax purposes, adjusted as follows:

                  (i) Any tax exempt income described in Section 705(a)(1)(B)
            shall be added to such taxable profit or loss;

                  (ii) Any nondeductible expenses described in Section
            705(a)(2)(B) of the Code shall be subtracted from such taxable
            profit or loss; and

                                       6
<PAGE>

                  (iii) Any items of income, gain, expense or loss allocated
            pursuant to Section 3.01b, 3.01c, 3.01d, 3.01e or 3.01f hereof shall
            be disregarded and not taken into account in the determination of
            Profit or Loss.

            (4) All terms set off in quotation marks and not otherwise defined
      shall have the meanings ascribed to them in Section 1.704-2 of the
      Treasury Regulations.

      h. It is intended that the amount to be distributed to a Member pursuant
to Section 7.01 of this Agreement shall equal the amount such Member would
receive if liquidation proceeds were instead distributed in accordance with
Section 3.03 (disregarding Section 3.03d.) of this Agreement. This intended
distribution amount for a Member is referred to as such Member's "Targeted
Distribution Amount". Notwithstanding any preceding provision to the contrary in
this Section 3.01, if upon a termination and liquidation of the Company, any
Member's ending Capital Account balance immediately prior to the distributions
to be made pursuant to Section 7.01 of this Agreement would otherwise be less
than such Member's "Targeted Distribution Amount", then, to the extent amended
tax returns can be filed for prior fiscal years of the Company, such Member
shall be specially allocated items of income or gain for such prior years, and
items of loss or deduction for such prior years shall be allocated away from
such Member to the other Members, until Profit or Loss for the year(s) of
termination and liquidation of the Company can be allocated so as to cause such
Member's actual Capital Account balance to equal the Targeted Distribution
Amount for such Member (and such Profit or Loss shall be so allocated).

3.02  DISTRIBUTION OF CASH FLOW

      a. The Cash Flow of the Company, with respect to each fiscal year of the
Company, to the extent (and only to the extent) that the Investment Committee
determines, in the exercise of its sole discretion, that the Cash Flow with
respect to such fiscal year is not required for Company purposes and is
available for distribution to the Members, shall be distributed quarterly to,
and allocated between, the Members pro rata, based on their respective
Applicable Percentages, provided, however, that Ramco shall be entitled to a
disproportionate distribution from the Company in the amount equal to the amount
set forth therefor on Exhibit B hereto, such distribution being intended as a
reimbursement of preformation expenditures as contemplated under Section
1.707-4(d) of the Treasury Regulations. Such distribution shall be made out of
the draws from the Mezzanine Loan.

      b. As used in this Agreement:

            (1) "Cash Flow" means, with respect to each fiscal year of the
      Company, the excess of (i) all distributions of "Distributable Cash Flow"
      received by the Company during such fiscal year, less (ii) the portion of
      such Distributable Cash Flow expended by the Company for any purpose
      (except as distributions of

                                       7
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      Cash Flow pursuant to Section 3.02a hereof) during such fiscal year, as
      determined by a budget for the Company approved by the Investment
      Committee.

            (2) "Distributable Cash Flow" means, with respect to each fiscal
      year of the Company, the excess of Cash Receipts with respect to each such
      fiscal year over Cash Disbursements for such fiscal year. For this
      purpose:

                  (a) "Cash Receipts" means, with respect to each fiscal year of
            the Company, the sum of:

                        (i) The revenues of the Company generated by its
                  operations received in cash during such fiscal year (not
                  including Net Sale or Refinancing Proceeds [defined below]);

                        (ii) Any amounts previously set aside as reserves by the
                  Company in a prior fiscal year (including any interest earned
                  on such reserves), to the extent that the Investment Committee
                  determines that they are no longer necessary to be held as
                  reserves;

                        (iii) All proceeds received by the Company during such
                  fiscal year from any and all operational (as opposed to
                  refinancing) loans for a particular operating need, provided,
                  however, the proceeds of Net Sale or Refinancing Proceeds
                  shall not be included in this definition; and

                        (iv) All cash received by the Company during such fiscal
                  year from any other source in connection with its operations,
                  except Net Sale or Refinancing Proceeds.

                  (b) "Cash Disbursements" means, with respect to each fiscal
            year of the Company, the sum of:

                        (i) The operating expenses of the Company paid in cash
                  during such fiscal year (except to the extent any such
                  expenses are paid out of amounts set aside as reserves in a
                  prior fiscal year);

                        (ii) Interest on any and all Company indebtedness and
                  obligations paid in cash during such fiscal year;

                        (iii) Payments made during such fiscal year with respect
                  to the discharge of any Company indebtedness (including
                  interest and amortization pursuant to loan documents but not
                  the payoff of a loan from Net Sale or Refinancing Proceeds)
                  and obligations;

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<PAGE>

                        (iv) The aggregate of all payments made during such
                  fiscal year with respect to capital improvements, tenant
                  improvements and inducements, leasing commissions, repairs,
                  equipment purchases, fees of any sort (both Affiliates and
                  third parties) and any other item relating to the business of
                  the Company that is not properly characterized as a current
                  operating expense under Section 3.02b(2)(b)(i) hereof;

                        (v) The aggregate of all amounts that the Investment
                  Committee elects to deduct from Cash Receipts with respect to
                  such fiscal year and to set aside, use and/or pay, among other
                  things, (i) for working capital, (ii) as reserved (-1-) for
                  contingencies, (-2-) for the replacement or preservation,
                  during the current or any future fiscal year, of any Company
                  property or assets, (-3-) to provide for accrued liabilities,
                  (-4-) for the payment or satisfaction current or future
                  Company debts or obligations, and/or (-5-) for any other
                  Company purposes; (iii) as escrow(s) to provide for the
                  payment or satisfaction of current or future Company debts or
                  obligations (for example, real estate tax or insurance escrow
                  payments), or (iv) as collateral (or to acquire collateral)
                  for any present or future Company debt or obligation; and (v)
                  capital reserves required by the Investment Committee; and

                        (vi) All disbursements made by the Company during such
                  fiscal year for any other purpose except for (i) disbursements
                  made out of the proceeds of any Net Sale or Refinancing
                  Proceeds and (ii) distributions made by the Company to each of
                  its equity owners.

      c. Anything to the contrary set forth in Sections 3.02a. and b.
notwithstanding, to the extent that the Company has Cash Receipts for any year,
the Manager shall reserve for distribution to each Member a portion of such Cash
Receipts in an amount equal to the Tax Rate (as hereinafter defined) multiplied
by the excess of cumulative Profits and items of income or gain allocated to
them through such year over cumulative Losses and items or expense or loss
allocated to them through such year and distribute such amount (less any amounts
previously distributed pursuant to this Section 3.02c.) to the Members on or
before April 15 of the following year. As used herein, the term "Tax Rate" shall
mean the maximum marginal rate of Federal Income Tax applicable to individuals,
taking into account the character of the gain as capital gain or ordinary
income, as the case may be.

3.03  DISTRIBUTION OF NET SALE OR REFINANCING PROCEEDS

      a. Net Sale or Refinancing Proceeds received by the Company shall be used
to reduce the principal balances of the Construction Loan and/or Mezzanine Loan
unless otherwise directed by unanimous vote of the members of the Investment
Committee. To the extent that Net Sale or Refinancing Proceeds are available for

                                       9
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distribution to the Members, same shall be distributed to, and allocated
between, the Members pro rata, based on their respective Applicable Percentages.

      b. As used in this Agreement, "Net Sale or Refinancing Proceeds" means all
cash received by the Company from the sale or refinancing of all or any portion
of the Property other than amounts governed by Section 3.02 hereof, including,
without limitation, the net proceeds of the sale or other disposition of the
Company's interest in the Property or any portion thereof or the proceeds
received from a financing or refinancing of any loan obtained by the Company,
after deducting therefrom the expenses of such sale or other disposition and the
portion of such proceeds utilized to discharge any indebtedness secured by such
portions of the Property and asset and any reserves established by the
Investment Committee. Net Sale or Refinancing Proceeds shall also include any
proceeds received by the Company from any policy or policies of insurance or any
condemnation proceeds, less the portion of such proceeds utilized to discharge
any indebtedness and less the portion of such proceeds utilized for the repair,
replacement or reconstruction of the Property and all improvements located
thereon.

      c. The provisions of this Section 3.03 are subject in all respects to the
provisions of Article VIII hereof. To the extent that any of the provisions of
this Section 3.03 are inconsistent with any of the provisions of Article VIII
hereof, the provisions of Article VIII hereof shall apply and govern and
control.

                                   ARTICLE IV
                     MEETINGS OF MEMBERS AND RELATED MATTERS

4.01  ANNUAL MEETINGS

      An annual meeting of the Members for the election of members to the
Investment Committee and for the transaction of such other business as may
properly come before such meeting shall be held at such place, either within or
without the State of Michigan, and at such time and date as the Members, by
resolution, shall determine. If such a time and date is not so determined, the
annual meeting of the Members shall be held at the Company's principal office in
the State of Michigan, on the fourth Tuesday in March of each year, if not a
legal holiday, and if a legal holiday, then on the next business day following.
The Members acknowledge that the sole power of the Members shall be to elect the
members of the Investment Committee and that no other actions may be taken by
the Members at the annual meeting or any other meeting, except that the Members
may elect to dissolve the Investment Committee by a unanimous vote of the
Members. At all meetings of the Members, the presence in person or by proxy of
all Members shall be necessary for a quorum. The members of the Investment
Committee shall be elected in accordance with Section 5.03 hereof.

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4.02  DEVELOPMENT, MANAGEMENT AND LEASING OF THE SHOPPING CENTER

      The Investment Committee, shall retain Ramco Gershenson, Inc., an
Affiliate of Ramco ("RGI"), as the exclusive predevelopment, development,
management and leasing agent for the Shopping Center. In furtherance thereof,
the Company shall enter into a Construction, Property Management and Indemnity
Agreement ("CPMA") agreement in the form attached hereto as Exhibit C. In its
capacity as an affiliate of RGI, Ramco shall guarantee RGI's obligations under
the CPMA.

4.03  RIGHT OF FIRST REFUSAL

      a. If SGS wishes to sell its Membership Interest, other than in accordance
with Section 7.01a., it may not do so without first making an offer to sell such
Membership Interest to Ramco by providing Ramco with a written offer describing
the terms upon which SGS wishes to sell its Membership Interest. Ramco may elect
to purchase the Membership Interest by providing SGS with written notice of such
election within thirty (30) days after receipt of SGS's offer. If Ramco elects
to acquire SGS's Membership Interest, Ramco shall do so within sixty (60) days
after its election to do so. Unless other terms are stated in the offer, Ramco
shall purchase such Membership Interest for cash, and SGS shall provide Ramco
with a warranty assignment of Membership Interest in a form reasonably
acceptable to Ramco.

      b. In the event that Ramco does not elect to purchase the Membership
Interest of SGS under Section 4.03a., then SGS may, following the expiration of
the thirty (30) day period mentioned in Section 4.03a. above, offer to sell its
Membership Interest to a third party provided that the terms of such sale are
not materially more favorable to such third party than those set forth in the
offer to Ramco. In the event that SGS shall receive a bona fide offer to sell
its Membership Interest from a third party on terms materially more favorable to
such third party and SGS wishes to accept such offer, SGS shall promptly notify
Ramco in writing of the terms of such bona fide third party offer. Ramco may
elect to purchase the Membership Interest upon the same terms as the bona fide
third party offer by providing SGS with written notice of such election within
thirty (30) days after receipt of notice of the terms of the bona fide third
party offer.

      c. In the event that Ramco does not elect to purchase the Membership
Interest of SGS under Section 4.03b., then SGS may, following the expiration of
the thirty (30) day period mentioned in Section 4.03b. above, proceed with the
sale of the Membership Interest to the third party provided that such sale is
upon terms and conditions not materially more favorable to such third party than
those set forth in the offer to Ramco. If any sale to a third party is not
consummated within forty-five (45) days after the expiration of the thirty (30)
day period mentioned in Section 4.03b. above, the sale of the Membership
Interest shall again become subject to the terms of Sections 4.03a. above.

                                       11
<PAGE>

      d. An offer will be considered to be "materially more favorable" if the
purchase price is less than 98% of the purchase price offered to Ramco.

      e. In the event that an assignee who has not been admitted to the Company
as a Member wishes to sell the Membership Interest assigned to him, he shall
first offer the same to Ramco in accordance with the principles of the preceding
provisions of this Section.

                                    ARTICLE V
                                   MANAGEMENT

5.01  MANAGEMENT AND RESPONSIBILITIES OF THE MANAGER

      a. Except as otherwise provided in this Agreement, including, but not
limited to, the provisions of Section 5.02 hereof, the Company shall be managed
by a manager (the "Manager") approved by both Members. The Manager shall be
permitted to manage the day to day activities of the Company pursuant to the
decisions and directives of the Investment Committee, and shall have in respect
of its management of the Company the designated powers of the Company and shall
devote such time and attention to the Company as is reasonably necessary for the
proper management of the Company and the Shopping Center. All material actions,
decisions, determinations, designations, directions, appointments, consents,
approvals, selections, and the like to be taken, made, or given by and/or with
respect to the Company, its business and its properties as well as management of
all Company affairs, shall in each and every case be made by the Manager,
provided such actions, decisions, determinations, designations, directions,
appointments, consents, approvals, selections, and the like have been expressly
authorized by the Investment Committee. The Manager shall be required to enforce
all of the Company's rights under all agreements with Affiliates to the Manager,
including but not limited to the CPMA and the guaranty given by Ramco thereunder
to the extent directed to do so by a majority vote of the Investment Committee.

      b. The Members hereby agree that the initial Manager shall be Ramco. In
the event that Ramco is removed as Manager pursuant to Section 5.02a(5) hereof,
then, without the requirement of further action by the Company or the Members,
Ramco shall be replaced as Manager by SGS. In the event that Ramco is replaced
as Manager by SGS as aforesaid, this Agreement shall be deemed amended such that
all references in the Sections 5.02a(5) and 6.04 to "Ramco" shall thereafter be
deemed to refer to SGS, all references in Section 6.03 to "SGS" shall thereafter
be deemed to refer to Ramco, and for all purposes hereunder, the term "Manager"
shall thereafter be deemed to refer to SGS.

5.02  INVESTMENT COMMITTEE

      a. The Company shall have an investment committee (the "Investment
Committee"), which shall have the right, power and authority, to make all
decisions on

                                       12
<PAGE>

behalf of the Company, including, without limitation, the following decisions
(which decisions shall be decided by a majority of the votes cast by members of
the Investment Committee (it being understood that different members of the
Investment Committee will have different numbers of votes as described in
Section 5.03 hereof) except as specifically provided otherwise herein or in
Section 5.02b hereof):

            (1) adopt an operating budget (to be prepared by RGI under the CPMA)
      with respect to each fiscal year of the Company and adopt a construction
      budget (to be prepared by RGI under the CPMA).

            (2) enter into a lease with respect to the Shopping Center beyond
      the parameters set forth in the CPMA. The Manager shall have the right to
      enter into leases with respect to the Shopping Center without the approval
      of the Investment Committee so long as such lease is within the parameters
      of the CPMA. To the extent that a lease is subject to the approval of the
      Investment Committee, any lease submitted to the Investment Committee
      (which shall be submitted in writing) which is not rejected by a majority
      vote of the Investment Committee within five (5) business days after
      submission shall be deemed approved.

            (3) undertake any capital expenditure at the Shopping Center which
      is not contemplated by either the construction budget or the operating
      budget, if funding for such capital expenditure is not available from
      proceeds from either the Construction Loan or other financing obtained by
      the Company; provided, however, if such expenditure, either individually,
      or in the aggregate, requires the consent of the Investment Committee
      hereunder and exceeds One Hundred Thousand Dollars ($100,000.00), then
      such expenditure shall require the unanimous consent of all of the members
      of the Investment Committee before it can be made.

            (4) remove Ramco as the Manager of the Company in the event of a
      bankruptcy of Ramco, or in the event of the fraud or gross negligence of
      Ramco;

            (5) replace RGI as developer, property manager and/or leasing agent
      of the Shopping Center under the CPMA to the extent such removal is
      contemplated by the CPMA under Section 16.1 thereof, in which case RGI
      shall be replaced by a professional retail/commercial property manager
      acceptable to all members of the Investment Committee;

            (6) determine the amount of reserves to be held by the Company prior
      to making distributions of Cash Flow, or Net Sale or Refinancing Proceeds;

            (7) appoint and change any key service providers to the Company
      (including legal counsel and accountants to the Company) following any
      termination of the CPMA; and

                                       13
<PAGE>

            (8) approve any litigation that is: (i) not covered by insurance,
      and (ii) reasonably anticipated to a claim for damages in excess of One
      Hundred Thousand Dollars ($100,000.00).

      The authority of the Investment Committee as set forth above shall be
utilized in its sole discretion.

      b. The Investment Committee shall have the right, power and authority to
make the following decisions on behalf of the Company, which decisions shall be
made by the unanimous vote of the members of the Investment Committee provided,
however, if Ramco shall be removed as the Manager in accordance with Section
5.01b, such decisions shall be made by a majority vote:

            (1) acquire any asset (other than the Shopping Center and other than
      in the ordinary course of business), and enter into, negotiate and
      conclude agreements with respect thereto;

            (2) borrow money, or incur any other debts or obligations outside of
      the Construction Loan and/or Mezzanine Loan as described in the
      penultimate sentence of Section 2.03 hereof, other than those approved
      within the construction budget or the operating budget;

            (3) change the amount of, amend, modify or change the material
      economic terms of, extend the time for the payment of, or retire,
      discharge or refinance any indebtedness or obligation of the Company; or
      change the amount or value of, modify or change the nature or type of, or
      make any other material economic modifications or changes with respect to,
      any security granted or collateral given for any Company indebtedness or
      obligations ; or amend, modify or change the material economic terms of
      any agreement, instrument or document with respect to any such security or
      collateral;

            (4) enter into any agreement or arrangement with, engage in any
      transaction with, or pay any fees or other amounts to, any Affiliate of
      SGS or to RGI except as set forth in the CPMA;

            (5) change the purposes for which the Company has been formed;

            (6) take any actions outside the ordinary course of the Company's
      business not reserved to the majority vote of the Investment Committee;

            (7) engage in any activity inconsistent with the purposes of the
      Company;

            (8) enter into any agreement with any Member or any Affiliate of any
      Member except as specifically authorized hereunder;

                                       14
<PAGE>

            (9) sell the Shopping Center or any interest in the Shopping Center;
      provided, however, that if, upon the dissolution of the Company, the
      Project is sold and the purchase price therefor shall result in a return
      on each Member's contribution of less than fifteen percent (15%) per
      annum, compounded monthly, without regard to depreciation or other
      non-cash items, after giving effect to distributions received by each
      Member for the Company (but disregarding any distribution made under
      Section 3.02(c) of this Agreement to the extent such distribution was
      required because a portion of the cash flow was not distributed to
      Members, but an amount of Profit, gain or income allocated to such Member
      was attributable to the portion of cash flow not distributed) then the
      decision to proceed with such sale shall only require a majority of the
      votes cast by the Investment Committee.

            (10) dissolve the Company;

            (11) sell or transfer of all or substantially all of the assets of
      the Company; and

            (12) terminate the CPMA prior to the automatic renewal thereof,
      unless such termination is pursuant to Section 16.1 thereof, in which
      event such termination shall only require a majority vote of the members
      of the Investment Committee.

5.03  NUMBER; ELECTION; TERM OF OFFICE; AND QUALIFICATIONS

      The number of members of the Investment Committee shall be three (3),
consisting of two (2) members appointed by SGS and one (1) member appointed by
Ramco. SGS's members shall each have 40% of the total voting power of the
Investment Committee and Ramco's member shall have 20% of the total voting power
of the Investment Committee.

5.04  RESIGNATION

      Any member of the Investment Committee may resign at any time by giving
written notice to the Investment Committee. Unless otherwise specified therein,
such resignation shall take effect on the date of receipt thereof.

5.05  VACANCIES

      If any vacancy shall occur in the Investment Committee for any reason,
such vacancy may be filled by the Member who appointed such Investment Committee
Member.

5.06  ANNUAL AND REGULAR MEETINGS

      Regular quarterly meetings of the Investment Committee shall be held for
the transaction of business as may properly come before the meeting. The time,
place and

                                       15
<PAGE>

purposes of such meeting shall be stated as set forth in Section 5.07 hereof,
unless such notice is waived.

5.07  SPECIAL MEETINGS

      A special meeting of the Investment Committee may be called at any time on
the written request of at least two (2) of the members of the Investment
Committee then in office, and shall be held at such time and place, within or
without the State of Michigan, (or by telephone at any Member's election), as
may be fixed by such members of the Investment Committee in such request,
provided that all members of the Investment Committee are notified as to when
such meeting shall occur and two (2) alternative times are proposed for any such
meeting.

      The Members agree that there cannot be more than two (2) special meetings
per week without the unanimous affirmative vote of the members of the Investment
Committee.

5.08  NOTICE OF MEETINGS

      Notice of the time, place and purposes of each meeting of the Investment
Committee shall be sent to each member of the Investment Committee by mail,
addressed to him at the address as it appears on the records of the Company, or
telephoned or delivered to him personally, at least thirty (30) days before the
meeting is to be held. Any notice may be waived or provided in this Article V.

5.09  QUORUM

      At all meetings of the Investment Committee, the presence in person, by
phone or by proxy of all members of the Investment Committee shall be necessary
and sufficient to constitute a quorum.

5.10  REIMBURSEMENT

      The members of the Investment Committee shall not receive any compensation
for their services.

5.11  PARTICIPATION IN A MEETING BY CONFERENCE TELEPHONE

      Any member of the Investment Committee may participate in a meeting of the
Investment Committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this Section 5.11 shall
constitute presence in person at such meeting within the meaning of Section 5.09
hereof, or for any other purpose.

                                       16
<PAGE>

5.12  WRITTEN CONSENT IN LIEU OF MEETING

      Any action required or permitted to be taken at any meeting of the
Investment Committee may be taken without a meeting if a written consent thereto
shall be signed by each member of the Investment Committee, and such written
consent or consents shall be filed with the minutes or proceedings of the
Investment Committee.

5.13  MINUTES

      Ramco shall prepare written minutes or proceedings of all Investment
Committee meetings, including all actions taken, and promptly mail such minutes
or proceedings to all members of the Investment Committee.

5.14  DUTY TO DEVOTE TIME; OTHER ACTIVITIES

      a. Each Member shall devote such time and attention to the business of the
Company as each shall determine, in the exercise of its reasonable judgment, to
be necessary for the effective operation and conduct of the Company business.

      b. The Members acknowledge that each of them and/or their Affiliates have
interests in other present or future ventures, including ventures that are
competitive with the Company (such as other real estate property in the vicinity
of the Property), and that, notwithstanding its status as a member of the
Company, a Member and its Affiliates shall be entitled to obtain and/or continue
their respective individual participation in all such ventures without (i)
accounting to the Company or the other Members for any profits or other economic
gain with respect thereto, (ii) any obligation to advise the other Member of
business opportunities for the Company which may come to its or its Affiliate's
attention as a result of its or its Affiliate's participation in such other
ventures or in the Company, and (iii) being subject to any claims of any nature
whatsoever on account of such participation.

                                   ARTICLE VI
                          BOOKS, RECORDS AND ACCOUNTING

6.01  FISCAL YEAR ACCOUNTING

      The Company shall operate on a calendar fiscal year. The Company shall use
the accrual method of accounting, or such other fiscal year or method of
accounting, as may be selected by the Investment Committee.

6.02  BOOKS AND RECORDS

      a. The Company shall at all times maintain all documentary materials
required by the Act and proper and complete and accurate books and records of
the Company's business and affairs, as well as such other books and records as
the Investment Committee deems appropriate. Such books and records shall be kept
at the Company's principal office.

                                       17
<PAGE>

      b. All such materials shall be available for inspection and copying, at a
Member's expense, by each Member or its designated representatives, during
ordinary business hours.

6.03  TAX MATTERS PARTNER

      The Manager shall be the Tax Matters Partner and shall continue to act as
such unless and until it resigns or is removed by the terms of this Agreement.
"Tax Matters Partner" has the meaning set forth in Section 6231(a)(7) of the
Code. The Tax Matters Partner shall have all rights and responsibilities of that
position described in Sections 6221 through 6234 of the Code. Notwithstanding
the foregoing, unless the Tax Matters Partner has obtained the prior approval of
SGS, the Tax Matters Partners shall not have the power or authority to (i)
choose any judicial, administrative or other forum in which to contest or
litigate any position or action taken by any taxing authority against or with
respect to the Company (or any Member with respect to the Company), or (ii)
agree to any extension of any period within which any taxing authority must take
action against or with respect to the Company (or any Member with respect to the
Company). The Tax Matters Partner shall give prompt notice to the Members of any
notices with respect to the Company received by the Tax Matters Partner from any
taxing authority. Each Member agrees that, upon receipt of such notice from the
Tax Matters Partner, it shall respond promptly so the Tax Matters Partner may
act accordingly with respect to the issue at hand.

6.04  TAX INFORMATION AND FINANCIAL STATEMENTS

      Ramco shall cause RGI, at RGI's expense, to prepare, or cause to be
prepared, and distributed to the Members, within thirty (30) days after the end
of each calendar month, monthly unaudited financial statements, including an
income statement, cash flow statement and balance sheet for the Company, with
respect to the preceding calendar month. At the Company's expense, within ninety
(90) days after the end of each calendar year, Ramco shall prepare or cause to
be prepared the Company's tax return with respect to such calendar year, and all
information relating to the Company that is necessary for the preparation of the
Member's federal and state income tax returns with respect to such calendar
year. In the event the Investment Committee or either Member desires to have any
statement provided for in this Section 6.04 audited, then and in that event, the
Investment Committee or such Member shall have the right to cause such statement
to be audited, provided that the sole expense of such audit is borne by the
Company, if requested by the Investment Committee, or otherwise, by the Member
making such a request.

6.05  WITHHOLDING

      Each Member hereby authorizes the Company to withhold and pay over to any
taxing authority any withholding or other taxes or amounts payable by the
Company as a result of such Member's status as a Member. To the extent such tax
is paid by the Company but not withheld from a distribution being made to a
Member, such Member

                                       18
<PAGE>

will be deemed for all purposes of this Agreement to have received a payment
from the Company as of the time each such tax or other amount allocable to such
Member is paid or withheld by or with respect to the Company, which payment will
be considered a loan from the Company to such Member. Such loan will bear
interest at the then "applicable federal short-term rate" under the Code and
will be repayable on demand or, at the election of the Manager, discharged out
of distributions to which such Member would otherwise be entitled. The
withholdings referred to in this Section 6.05 will be made at the maximum
statutory rate under applicable laws unless the Company has received an opinion
of counsel or other evidence, satisfactory to the Company, that a lower rate is
applicable or that no withholding is applicable. The provisions of this Section
6.05 will survive the termination, dissolution and winding up of the Company.

                                   ARTICLE VII
                       ASSIGNMENT OF MEMBERSHIP INTERESTS,
                   WITHDRAWAL OF A MEMBER AND RELATED MATTERS

7.01  ASSIGNMENT

      a. Except as otherwise expressly permitted herein, no Member shall have
the right to assign its Membership Interest, or any portion thereof, or to have
an assignee of its Membership Interest or any portion thereof, admitted to the
Company as a member in respect thereof, without the prior written consent of the
other Member. Notwithstanding anything contained in this Section 7.01 to the
contrary, each Member shall have the right, without obtaining the prior written
consent of the other Member, to assign its Membership Interest or any portion
thereof, and to have such assignee of its Membership Interest or portion
thereof, admitted to the Company as a Member in respect thereof, as follows: (i)
Ramco may assign all or any portion of its Membership Interest to any entity
that is Controlled by Ramco; (ii) SGS may assign all or any portion of its
Membership Interest to any entity that is Controlled by SGS or its Affiliates or
a Family Trust; and (iii) Ramco may cause to be assigned to it or any person or
entity designated by it, SGS's entire Membership Interest pursuant to the terms
of Section 4.03(a) or (b) hereof, provided that in the case of any of (i), (ii)
and (iii) above, the assignor shall be released from any liability or obligation
occurring after the date of the assignment of or in respect of the Membership
Interest which is the subject of the assignment.

      b. For purposes hereof, the term (i) "assignment" means any sale,
conveyance, transfer, assignment, mortgage, pledge, encumbrance, hypothecation
or other alienation or disposition of any type or kind, (ii) "assign" means the
making of an assignment, (iii) "assignor" means a person who makes an assignment
and (iv) "assignee" means a person to whom or for whose benefit an assignment is
made.

                                       19
<PAGE>

7.02  SUBSTITUTION OF MEMBERS

      If there is an assignment of a Member's Membership Interest or portion
thereof that complies with the provisions of Section 7.01a hereof, the assignee
shall only be admitted to the Company as a Member (in addition to the consent
requirement for such admission as Member pursuant to Section 7.01a hereof), and
the assignor shall cease to be a Member in respect of such Membership Interest
or portion thereof, if and when all of the following requirements have been
satisfied:

            (i) such instruments as may be required by the Act or other
      applicable law or to effect the continuation of the Company and the
      Company's ownership of its properties are executed and delivered and/or
      filed;

            (ii) the instrument of assignment binds the assignee to all of the
      terms and conditions of this Agreement as if the assignee were a signatory
      party hereto and does not release the assignor from any liability or
      obligation accruing prior to the date of the assignment of or in respect
      of the Membership Interest which is the subject of the assignment;

            (iii) the instrument of assignment is manually signed by the
      assignee and assignor and is otherwise reasonably acceptable in form and
      substance to the other Member, and such Member has consented to such
      assignment (which consent may be given or withheld in the exercise of its
      sole discretion);

            (iv) if there is more than a single assignee (or successor in
      interest), the assignees or successors shall have complied with the
      provisions of Section 7.07 hereof; and

            (v) such assignment shall not be prohibited by, or cause a breach
      of, or cause events unrelated to the identity of the assignee but not the
      nature of the assignee (e.g., tax-exempt status) that are unacceptable to
      the other Member in the exercise of its reasonable discretion to occur
      pursuant to, any agreement or understanding by which the assignor or the
      assignee or any properties of the Company or the Company itself is bound
      or affected.

      An assignee of a Membership Interest pursuant to an assignment permitted
in this Agreement may, subject to the provisions of this Article VII, be
admitted as a Member in the Company in the place and stead of the assignor
Member in respect of the Membership Interest acquired from the assignor Member
and shall have all of the rights, powers, obligations, and liabilities, and
shall be subject to all of the restrictions, of the assignor Member, including,
without limitation, but without release of the assignor Member, the liability of
the assignor Member for any existing unperformed obligations of the assignor
Member. Each of the Members, on behalf of itself and its permitted successors
and assigns, hereby agrees and consents to the admission of any such additional
members as herein provided.

                                       20
<PAGE>

7.03  TRANSFERS OF INTERESTS IN MEMBERS

      Ramco shall have the right, without the consent of SGS, to assign,
transfer, convey, or create new interests in Ramco; or to participate in a
merger or other similar transaction, so long as Ramco continues to be controlled
and majority owned by Ramco-Gershenson Properties Trust. SGS shall have the
right, without the consent of Ramco, to admit additional members, but SGS shall
not otherwise allow the assignment, transfer or conveyance of interests in SGS
without the consent of Ramco. In the event that any such transfer results in a
violation of the provisions of Section 5.01b hereof, the provisions of Section
5.01b shall be applicable.

7.04  REFERENCES TO "MEMBER" AND "MEMBERS" IN THE EVENT OF SUCCESSORS

      In the event that either Ramco or SGS's Interest is held by one or more
successors to such Member, (exclusive, however, of additional Members admitted
to the Company pursuant to the provisions of this Agreement), references in this
Agreement to "Member" and "Members" shall refer, as applicable and except as
otherwise provided herein, to the collective Membership Interests of all
successors to the Membership Interest of Ramco or SGS, as the case may be; and
all decisions, consents, approvals, determinations, actions, and selections of
the Members (to the extent any such decisions, consents, approvals,
determinations, actions, and selections of the Members are provided for in this
Agreement) and the Company shall, as herein provided but subject to the
provisions of Article VII hereof, require the decision, consent, approval,
determination, action, or selection of Ramco or an authorized representative of
all of the successors to the Membership Interest of Ramco (acting in the manner
provided in Section 7.07 hereof) and/or SGS or an authorized representative of
all of the successors to the Membership Interest of SGS (acting in the manner
provided in Section 7.07 hereof), as provided for in this Agreement.

7.05  PROHIBITION ON WITHDRAWAL

      a. Except in connection with an assignment of its entire or any portion of
its Membership Interest in the Company and the admission of the assignee to the
Company pursuant to, and in accordance with the provisions of this Agreement, no
Member may withdraw from the Company prior to dissolution and winding up. If
either Member shall withdraw from the Company in violation of the preceding
sentence, then:

            (1) Unless the remaining Member elects otherwise, the remaining
      Member shall, either alone or with others, continue the business of the
      Company and control the Investment Committee;

            (2) The withdrawn Member shall be liable to the remaining Member and
      to the Company for all damages resulting from the withdrawn Member's
      withdrawal;

            (3) The withdrawn Member shall cease to be a member of the Company
      and shall cease to have any interest in, or any rights with respect to,

                                       21
<PAGE>

      the Company, the Shopping Center and any other property or asset of the
      Company or the business of the Company, and anything contained in this
      Agreement to the contrary notwithstanding, the withdrawn Member shall have
      no right to receive any distributions or other amounts from the Company or
      the remaining Member under any Section of this Agreement; however, the
      withdrawn Member shall nevertheless remain liable for all of its existing
      unperformed obligations to, or with respect to, the Company and/or the
      remaining Member and for its share of all existing liabilities of the
      company to third parties (to the extent, if at all, such Member was so
      liable); and

            (4) The withdrawn Member shall be deemed to have renounced its
      Membership Interest and to have waived any right that it would otherwise
      have under this Agreement, the Act or otherwise to demand or receive any
      amounts from the Company or the remaining Member in respect of the value
      of its Membership Interest or otherwise, or to be indemnified against
      present or future Company liabilities, and the Company and the remaining
      Member shall have no obligation whatsoever to pay the withdrawn Member the
      value of its Membership Interest or any other amount or to indemnify it
      against any present or future Membership liabilities.

      b. If (and only if) the remaining Member elects not to continue the
business of the Company, the Company shall be wound up and liquidated pursuant
to the provisions of Article VIII hereof.

7.06  OCCURRENCE OF A DISABILITY EVENT WITH RESPECT TO A MEMBER

      In the event of the occurrence of a Disability Event with respect to a
Member, the Company shall dissolve; unless, within ninety (90) days thereafter,
the remaining Member agrees to continue the business and affairs of the Company.

7.07  SINGLE REPRESENTATIVE TO ACT ON BEHALF OF SUCCESSORS

      In the event that Ramco's or SGS's Membership Interest is, at any time
during the term of this Agreement (including any period of dissolution and
winding up of the Company), held by more than one individual or entity (except
for additional Members admitted to the Company pursuant to the provisions of
this Agreement), then all of the individuals or entities holding Ramco's or
SGS's, as the case may be, original Membership Interest shall forthwith, but in
any event within thirty (30) days after the date on which the Membership
Interest of such Member is held by more than a single individual or entity,
appoint one or more individuals as their collective authorized
representative(s), who shall each have the power and authority, acting alone, to
represent and bind and act on behalf of all of the Members so joined together
and represented (i.e., all of the successors to the Membership Interest of Ramco
or SGS, as the case may be) in connection with all matters relating to this
Agreement or the Company that are specifically controlled by the Members and not
the Investment Committee. An authorized representative designated as required
herein shall act at the

                                       22
<PAGE>

direction of that Member or those Members, represented by such authorized
representative, who at the relevant time holds or collectively hold, as the case
may be, an Applicable Percentage which is in excess of fifty percent (50%) of
the total Applicable Percentages held by all the Members represented by such
authorized representative.

7.08  SUCCESSION BY INDIVIDUALS TO MEMBERSHIP INTERESTS OF MEMBERS

      In the event that any individual succeeds to the interest of any Member in
accordance with the terms of this Agreement, then the interest of such
individual Member in the Company, subject to the provisions of Section 7.02
hereof, may be:

            (i) Assigned or disposed of by will or intestacy to or for the
      benefit of any member or members of the deceased Member's Immediate
      Family; or

            (ii) Assigned during his lifetime or at his death to a Family Trust
      for such individual.

                                  ARTICLE VIII
                           DISSOLUTION AND WINDING UP;
                            CONTINUATION OF BUSINESS

8.01  WINDING UP AND LIQUIDATION OF THE COMPANY

      Upon dissolution, the Company shall cease carrying on its business and
affairs and shall commence the winding up of the Company's business and affairs
and the liquidation of its assets. Upon the winding up of the Company, the
assets of the Company shall be distributed first to creditors to the extent
permitted by law, in satisfaction of the Company's debts, liabilities and
obligations, then for contingent liabilities determined by the Investment
Committee, and then to Members in accordance with their Capital Account
balances, determined after the allocation of all Profits, Losses and items of
income, gain, expense or loss. Such proceeds shall be paid to such Members
within ninety (90) days after the date of winding up.

8.02  CERTIFICATE OF DISSOLUTION

      After the affairs of the Company have been wound up and the Company
terminated, a certificate of dissolution shall be executed and filed in the
office of the Secretary of State for the State of Michigan.

                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS

9.01  INDEMNIFICATION

      a. No Member nor any shareholder, partner, member, officer, employee or
agent of a Member (collectively, "Designated Representatives) (each an
"Indemnified

                                       23
<PAGE>

Person") shall be liable, responsible or accountable in damages or otherwise to
the Company or to any other Indemnified Person for (a) any act performed within
the scope of the authority conferred on such Indemnified Person by this
Agreement except for the gross negligence, willful misconduct, fraud or bad
faith, of such Indemnified Person in carrying out its obligations hereunder, (b)
the Indemnified Person's failure or refusal to perform any act, except those
expressly required by or pursuant to the terms of this Agreement, (c) the
Indemnified Person's performance of, or failure to perform, any act on the
reasonable reliance on advice of legal counsel to the Company, or (d) the
negligence, dishonesty or bad faith of any agent, consultant or broker of the
Company selected, engaged or retained and monitored with reasonable care.

      b. In any threatened, pending or completed action, suit or proceeding,
each Indemnified Person shall be fully protected and indemnified and held
harmless by the Company against all liabilities, obligations, claims, losses,
damages, penalties, actions, judgments, suits, proceedings, costs, expenses and
disbursements of any kind or nature whatsoever (including, without limitation,
reasonable attorneys' fees, costs of investigation, fines, judgments and amounts
paid in settlement, actually incurred by the Indemnified Person in connection
with such action, suit or proceeding) by virtue of its status as a Member or
Designated Representative, as the case may be, or with respect to any action or
omission taken or suffered in good faith, other than liabilities and losses
resulting from the gross negligence, willful misconduct, fraud or bad faith of
the Indemnified Person. The indemnification provided by this Section 9.01b shall
be recoverable only out of the assets of the Company, and no Member shall have
any personal liability on account thereof or be required to make any Capital
Contributions for the sole purpose of satisfying such indemnification
obligation. The Investment Committee shall have the right to cause the Company
to obtain insurance to provide for coverage for an Indemnified Person to the
extent that such coverage is permitted under this Section 9.01.

9.02  NOTICES

      a. Any notice, election, demand, request, consent, approval, concurrence
or other communication given or made under any provision of this Agreement shall
be deemed to have been sufficiently given or made for all purposes if it is in
writing and it is (i) delivered personally (or sent by facsimile) to the party
to whom it is directed at the address set forth in the introductory paragraph of
this Agreement or (ii) sent by first class mail, certified mail, return receipt
requested, addressed to the party to whom it is directed, at its address set
forth in the introductory paragraph of this Agreement, or (iii) sent by
receipted overnight package delivery service, addressed to the party to whom it
is directed, at its address set forth in the introductory paragraph to this
Agreement. A Member may change its address for purposes of this Agreement by
giving the other Member notice of such change in the manner herein before
provided for the giving of notices. Copies of any notice, election, demand,
request, consent, approval, concurrence or other communication given or made in
accordance with this Section 9.02a shall be addressed and sent to:

                                       24
<PAGE>

      If to Ramco, to:             c/o Ramco-Gershenson Properties Trust
                                   31500 Northwestern Highway, Suite 300
                                   Farmington Hills, Michigan 48334
                                   Attn:  Chief Financial Officer

      with a copy to:              Honigman Miller Schwartz and Cohn LLP
                                   32270 Telegraph Road, Suite 225
                                   Bingham Farms, Michigan 48025
                                   Attn: Alan M. Hurvitz, Esq.

      If to SGS, to:               Jacksonville Realty Partners LLC
                                   c/o Shendell Properties
                                   542 Main Street
                                   New Rochelle, NY  10801
                                   Attn:  Leonard Shendell

      b. Except as otherwise expressly provided in this Agreement, any such
notice, election, demand, request, consent, approval, concurrence or other
communication (i) given or made in the manner indicated in clause (i) of Section
9.02a hereof, shall be deemed to be given or made on the day on which it is
delivered, (ii) given or made in the manner indicated in clause (ii) of Section
9.02a hereof, shall be deemed to be given or made on the fifth business day
after the day on which it was deposited in a regularly maintained receptacle for
the deposit of the United States' mail and (iii) given or made in the manner
indicated by clause (iii) of Section 9.02a hereof, shall be deemed to be given
or made on the second day after which it was delivered to the carrier.

9.03  TERMS

      Nouns and pronouns will be deemed to refer to the masculine, feminine,
neuter, singular and plural, as the identity of the person or persons, firm or
corporation may in the context require.

9.04  ARTICLE AND SECTION HEADINGS

      The article and Section headings in this Agreement are for identification
only; they are not intended to interpret the intent of any of the provisions of
this Agreement.

9.05  ENTIRE AGREEMENT

      This Agreement and the transactions described or contemplated hereby
constitutes the entire agreement among the parties hereto and contains all of
the agreements among said parties with respect to the subject matter hereof.

                                       25
<PAGE>

9.06  SEVERABILITY

      If any provision hereof shall be judicially determined to be illegal, or
if the application thereof to any person or in any circumstance shall, to any
extent, be judicially determined to be invalid or unenforceable, the remainder
of this Agreement, or the application of such provision to persons or in
circumstances other than those to which it has been judicially determined to be
invalid or unenforceable, shall not be affected thereby, and each provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law.

9.07  AMENDMENT

      This Agreement may be amended or revoked at any time by a written
agreement executed by all of the Members. No change or modification to this
Agreement shall be valid unless in writing and signed by all of the Members.

9.08  BINDING EFFECT

      Subject to the provisions of this Agreement relating to transferability,
this Agreement will be binding upon and shall inure to the benefit of the
parties hereto, and their respective distributees, heirs, successors and
assigns.

9.09  GOVERNING LAW

      This Agreement shall be governed by, construed and enforced in accordance
with, the laws of the State of Michigan.

9.10  COUNTERPARTS

      This Agreement may be executed in several counterparts, each of which will
be deemed an original but all of which will constitute one and the same
document.

9.11  NO THIRD PARTY RIGHTS CREATED HEREBY

      The provisions of this Agreement are solely for the purpose of defining
the interests of the Members, inter se; and no other individual, firm or entity
(i.e., a party who is not a signatory hereto or a permitted successor to such
signatory hereto) shall have any right, power, title, or interest by way of
subrogation or otherwise, in and to the rights, powers, titles, and provisions
of this Agreement.

9.12  ADDITIONAL ACTS AND INSTRUMENTS

      Each Member hereby agrees to do such further acts and things and to
execute any and all instruments necessary or desirable and as reasonably
required in the future to carry out the full intent and purpose of this
Agreement.

                                       26
<PAGE>

9.13  DATE OF AGREEMENT

      For all purposes hereof, the date of execution of this Agreement shall be
the last date on which this Agreement has been signed by the Members (which date
shall be inserted by the last signatory in the first paragraph of this
Agreement).

                                    ARTICLE X
                                   DEFINITIONS

10.01 DEFINITIONS

      For purposes of this Agreement, the following terms have the following
respective meanings, unless the context clearly indicates a different meaning:

      a. "Act" has the meaning specified in Recital A. of this Agreement.

      b. "Adjusted Augmented Capital Account" has the meaning specified in
Section 3.01g(1) hereof.

      c. "Affiliate" means, with respect to any Member, any person (individual
or entity, as the case may be) that, either directly or indirectly through one
or more intermediaries, controls, or is controlled by or is under common control
with the person specified. As used herein, "control or controlling" shall mean
possession, directly or indirectly, of the power to direct or cause the
direction of the management and process of a person, whether through the
ownership of voting securities, by contract or otherwise.

      d. "Agreement" means this Limited Liability Company Agreement of Ramco
Jacksonville LLC, as the same may be amended from time to time.

      e. "Applicable Percentage" means, with respect to each Member, the
percentage set forth opposite such Member's name in column (3) on Exhibit B
attached hereto.

      f. "Assignment," "assign," "assignor," and "assignee," as used in Article
VI hereof, shall have the respective meanings specified in Section 7.01b hereof.

      g. "Capital Account" means a bookkeeping account maintained by the Company
with respect to each Member, which shall be:

            (1) credited with the amount of cash and the initial fair market
      value of any other property contributed by such Member to the capital of
      the Company, such Member's distributive share of Profits, any items of
      income or gain that are allocated to such Member pursuant to Section 3.01
      hereof, and the amount of any Company liabilities that are assumed by such
      Member or that are secured by any Company property distributed to such
      Member, and

                                       27
<PAGE>

            (2) debited with the amount of cash, and the fair market value of
      any Company property, distributed to such Member pursuant to any provision
      of this Agreement, such Member's distributive share of Losses, any items
      of expense or loss that are allocated to such Member pursuant to Section
      3.01 hereof, and the amount of any liabilities of such Member that are
      assumed by the Company or that are secured by any property contributed by
      such Member to the Company.

      In the event that a Member's Membership Interest or a portion thereof is
transferred in accordance with the provisions of this Agreement, the transferee
shall succeed to the Capital Account of the transferor to the extent that it
relates to the Membership Interest or portion thereof so transferred.

      The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Section 1.704-1(b) of the Treasury Regulations, and shall be interpreted and
applied in a manner consistent with such Regulations. In accordance with Section
1.704-1(b)(2)(iv)(q) of the Treasury Regulations, each Member's Capital Account
shall be adjusted in a manner that maintains equality between the aggregate of
all of the Members' Capital Accounts and the amount of capital reflected on the
Company's balance sheet as computed for book purposes.

      h. "Cash Disbursements" has the meaning specified in Section 3.02b(2)(b)
hereof.

      i. "Cash Flow" has the meaning specified in Section 3.02b(1) hereof.

      j. "Cash Receipts" has the meaning specified in Section 3.02b(2)(a)
hereof.

      k. "Certificate" has the meaning specified in Section 1.01 hereof.

      l. "Code" means the Internal Revenue Code of 1986, as amended.

      m. "Company" has the meaning specified in Recital A. to this Agreement.

      n. "Construction Loan" has the meaning specified in Section 2.03 hereof.

      o. "Control(s)" (and its correlative terms "Controlled By" and "Under
Common Control With") means with respect to any Member, possession by the
applicable individual or individuals or entity or entities of the power, acting
alone (or, solely among such individuals or entities, acting together), to
designate and direct or cause the designation and direction of the management
and policies thereof whether through the ownership of voting securities, by
contract or otherwise.

      p. "CPMA" has the meaning specified in Section 4.02 hereof.

      q. "Designated Representative" has the meaning specified in Section 9.01
hereof.

                                       28
<PAGE>

      r. "Disability Event" means, with respect to each Member, the dissolution,
termination, cessation of existence, bankruptcy or insolvency of such Member.

      s. "Disabled Member" means any Member with respect to whom a Disability
Event has occurred.

      t. "Formation Date" has the meaning specified in Section 1.01 hereof.

      u. "SGS" has the meaning specified in the introductory paragraph to this
Agreement.

      v. "Indemnified Person" has the meaning specified in Section 9.01a hereof.

      w. "Manager" has the meaning specified in Section 5.01a hereof.

      x. "Member" shall refer to any person designated as a member of the
Company on Exhibit B attached hereto, or any successor in interest admitted as a
member pursuant to the provisions of this Agreement, and "Members" shall refer
to all Members collectively.

      y. "Membership Interest" means, with respect to each Member, (i) such
Member's entire interest in the Company, and the property, assets and capital
thereof, and (ii) the share of the Profits, Losses, items of income, gain,
expense or loss and distributions of the Company allocable to such Member under
the provisions of this Agreement.

      z. "Mezzanine Lender" has the meaning specified in Section 2.03 hereof.

      aa. "Mezzanine Loan" has the meaning specified in Section 2.03 hereof.

      bb. "Net Sale or Refinancing Proceeds" has the meaning specified in
Section 3.03b hereof.

      cc. "Profit" and "Loss" each has the meaning specified in Section 3.01g(3)
hereof.

      dd. "Ramco" has the meaning specified in the introductory paragraph to
this Agreement.

      ee. "RGI" has the meaning specified in Section 4.02 hereof.

      ff. "Shopping Center" has the meaning specified in Section 1.03a hereof.

      gg. "Successor" means, with respect to a Disabled Member, such Disabled
Member's successor(s) in interest, personal representative(s) heirs at law,
legatee(s), or estate.

      hh. "Termination Date" has the meaning specified in Section 1.05b hereof.

                                       29
<PAGE>

      ii. "Tax Matters Partner" has the meaning specified in Section 6.03
hereof.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives effective as of the date first
above written.

                                "SGS"

                                SGS EQUITIES LLC,
                                a New York limited liability company

                                By: /s/ Len Shendell

                                Its: Managing Member

                                "RAMCO"

                                RAMCO-GERSHENSON PROPERTIES, L.P.,
                                a Delaware limited partnership,

                                By: Ramco-Gershenson Properties Trust,
                                    a Maryland real estate investment trust,
                                    its general partner

                                    By: /s/  Richard J. Smith

                                    Its: Chief Financial Officer

                                       30
<PAGE>

                                    EXHIBIT A

                          Legal Description of Property

LEGAL DESCRIPTION: RIVER CITY MARKETPLACE - RAMCO JACKSONVILLE LLC

PARCEL "C":

A tract of land being a portion of Section 6 of the subdivision of the John
Broward Grant, Section 37, Township 1 North, Range 27 East, as recorded in Plat
Book 1, on Pages 7 and 8 of the former Public Records of Duval County, Florida
and being more particularly described as follows:

Commence at the Northeast corner of said Section 6, thence S00(degree)22'38"E,
along the easterly line of said Section 6, for 2568.19 feet; thence
S16(degree)25'40"W, for 65.15 feet; thence S73(degree)37'14"E, for 59.99 feet to
the point of intersection with the westerly right-of-way line of a Seaboard
Coast Line Railroad (a 100 foot right-of-way, as it is now established); thence
S16(degree)25'25"W, along said westerly right-of-way line, for 147.89 feet to
the point of intersection with the South line of that certain Temporary Access
Easement, as recorded in Official Records Volume 8770, on Page 338 of the Public
Records of Duval County, Florida; thence along said South line, the following
three (3) courses; (1) thence N73(degree)34'04"W, for 728.78 feet to the point
of curvature of a curve concave to the Northeast; (2) thence northwesterly along
the arc of said curve, having a radius of 1333.42 feet, a central angle of
43(degree)50'49", an arc length of 1020.43 feet and a chord bearing
N51(degree)38'40"W, for 995.71 feet to the point of tangency; (3) thence
N29(degree)43'15"W, for 361.31 feet; thence leaving said South line,
S60(degree)16'45"W, for 733.19 feet; thence S18(degree)40'00"W, for 1447.21
feet; thence N70(degree)13'21"W, for 366.13 feet; thence S64(degree)46'39"W, for
63.43 feet; thence S21(degree)31'08"W, for 383.22 feet; thence
S64(degree)49'27"W, for 118.93 feet; thence N70(degree)13'21"W, for 259.16 feet;
thence S71(degree)09'08"W, for 187.18 feet; thence S19(degree)46'39"W, for
267.45 feet to the point of intersection with the northerly boundary line of
Parcel 3 of that certain Conservation Easement, as recorded in Official Records
Volume 8002, on Page 1 of the Public Records of Duval County, Florida; thence
along said northerly boundary of Parcel 3, the following four (4) courses; (1)
thence N85(degree)30'33"W, for 297.95 feet; (2) thence N73(degree)36'25"W, for
83.05 feet; (3) thence N63(degree)49'01"W, for 51.09 feet; (4) thence
N80(degree)06'02"W, for 94.98 feet to the POINT OF BEGINNING, thence continuing
along northerly boundary of said Parcel 3, the following three (3) courses; (1)
thence S65(degree)14'53"W, for 43.66 feet; (2) thence S12(degree)27'24"W, for
116.99 feet; (3) thence N75(degree)48'49"W, for 194.49 feet to the point of
intersection with the easterly limited access right-of-way line of Interstate
95, State Road No. 9, according to the State of Florida, State Road Department
Right-of-Way map, Section 72290-2401 (2402), said point also being the point of
intersection with a curve concave to the Northwest; thence along said easterly
limited access right-of-way line, the following two (2) courses; (1) thence
N14(degree)10'21"E, for 140.65 feet to the point of intersection with a curve
concave to the

                                       A-1
<PAGE>

Northwest; thence northeasterly along the arc of said curve, having a radius of
23092.20 feet, a central angle of 00(degree)08'12", an arc length of 55.06 feet
and a chord bearing N14(degree)05'57"E, for 55.06 feet; thence
S70(degree)13'26"E, for 228.97 feet; thence S19(degree)46'34"W, for 29.17 feet
to the POINT OF BEGINNING.

PARCEL "D":

A tract of land being a portion of Section 6 of the subdivision of the John
Broward Grant, Section 37, Township 1 North, Range 27 East, as recorded in Plat
Book 1, on Pages 7 and 8 of the former Public Records of Duval County, Florida
and being more particularly described as follows:

Commence at the Northeast corner of said Section 6, thence S00(degree)22'38"E,
along the easterly line of said Section 6, for 2568.19 feet; thence
S16(degree)25'40"W, for 65.15 feet; thence S73(degree)37'14"E, for 59.99 feet to
the point of intersection with the westerly right-of-way line of a Seaboard
Coast Line Railroad (a 100 foot right-of-way, as it is now established); thence
S16(degree)25'25"W, along said westerly right-of-way line, for 147.89 feet to
the point of intersection with the South line of that certain Temporary Access
Easement, as recorded in Official Records Volume 8770, on Page 338 of the Public
Records of Duval County, Florida; thence along said South line, the following
three (3) courses; (1) thence N73(degree)34'04"W, for 728.78 feet to the point
of curvature of a curve concave to the Northeast; (2) thence northwesterly along
the arc of said curve, having a radius of 1333.42 feet, a central angle of
43(degree)50'49", an arc length of 1020.43 feet and a chord bearing
N51(degree)38'40"W, for 995.71 feet to the point of tangency; (3) thence
N29(degree)43'15"W, for 361.31 feet; thence leaving said South line,
S60(degree)16'45"W, for 733.19 feet; thence S18(degree)40'00"W, for 1447.21
feet; thence N70(degree)13'21"W, for 366.13 feet; thence S64(degree)46'39"W, for
63.43 feet; thence S21(degree)31'08"W, for 383.22 feet to the POINT OF
BEGINNING; thence S87(degree)21'21"E, for 58.42 feet to the point of curvature
of a curve concave to the Southwest; thence southeasterly along the arc of said
curve, having a radius of 75.00 feet, a central angle of 48(degree)11'39", an
arc length of 63.09 feet and a chord bearing S63(degree)15'31"E, for 61.24 feet
to the point of compound curvature of a curve concave to the Southwest; thence
southeasterly along the arc of said curve, having a radius of 25.00 feet, a
central angle of 21(degree)27'34", an arc length of 9.36 feet and a chord
bearing S28(degree)25'55"E, for 9.31 feet to the point of compound curvature of
a curve concave to the Southwest; thence southeasterly along the arc of said
curve, having a radius of 350.00 feet, a central angle of 09(degree)20'10", an
arc length of 57.03 feet and a chord bearing S13(degree)02'03"E, for 56.97 feet
to the point of reverse curvature of a curve concave to the Northeast; thence
southeasterly along the arc of said curve, having a radius of 25.00 feet, a
central angle of 58(degree)06'43", an arc length of 25.36 feet and a chord
bearing S37(degree)25'19"E, for 24.28 feet to the point of tangency; thence
S66(degree)28'41"E, for 265.24 feet to the point of curvature of a curve concave
to the Southwest; thence southeasterly along the arc of said curve, having a
radius of 95.00 feet, a central angle of 88(degree)59'04", an arc length of
147.54 feet and a chord bearing S21(degree)59'09"E, for 133.15 feet to the point
of tangency; thence S22(degree)30'24"W, for 229.87 feet to the point of
curvature of a curve concave to the Southeast; thence southwesterly along the
arc of

                                      A-2
<PAGE>

said curve, having a radius of 1375.00 feet, a central angle of
08(degree)36'18", an arc length of 206.50 feet and a chord bearing
S18(degree)12'15"W, for 206.31 feet to the point of reverse curvature of a curve
concave to the Northwest; thence southwesterly along the arc of said curve,
having a radius of 1000.00 feet, a central angle of 15(degree)40'53", an arc
length of 273.69 feet and a chord bearing S21(degree)44'32"W, for 272.84 feet to
the point of compound curvature of a curve concave to the Northwest; thence
southwesterly along the arc of said curve, having a radius of 530.00 feet, a
central angle of 11(degree)02'04", an arc length of 102.07 feet and a chord
bearing S35(degree)06'01"W, for 101.91 feet to the point of tangency; thence
S40(degree)37'03"W, for 149.81 feet to the point of curvature of a curve concave
to the Northwest; thence southwesterly along the arc of said curve, having a
radius of 245.00 feet, a central angle of 36(degree)59'29", an arc length of
158.18 feet and a chord bearing S59(degree)06'48"W, for 155.44 feet to the point
of intersection with the northerly boundary line of Parcel 3 of that certain
Conservation Easement, as recorded in Official Records Volume 8002, on Page 1 of
the Public Records of Duval County, Florida; thence along said northerly
boundary of Parcel 3, the following ten (10) courses; (1) thence
N35(degree)19'06"W, for 74.00 feet; (2) thence N14(degree)19'31"W, for 46.06
feet; (3) thence N55(degree)52'27"W, for 46.99 feet; (4) thence
N21(degree)51'46"W, for 57.23 feet; (5) thence N16(degree)23'13"W, for 49.04
feet; (6) thence N35(degree)28'19"E, for 24.24 feet; (7) thence
N05(degree)04'48"W, for 60.02 feet; (8) thence N52(degree)01'41"W, for 26.08
feet; (9) thence N06(degree)08'21"W, for 659.00 feet; (10) thence
N85(degree)30'33"W, for 304.66 feet; thence N19(degree)46'39"E, for 267.45 feet;
thence N71(degree)09'08"E, for 187.18 feet; thence S70(degree)13'21"E, for
259.16 feet; thence N64(degree)49'27"E, for 118.93 feet to the POINT OF
BEGINNING.

PARCEL "E":

A tract of land being a portion of Section 30, together with a portion of
Section 6 of the subdivision of the John Broward Grant, Section 37, Township 1
North, Range 27 East, as recorded in Plat Book 1, on Pages 7 and 8 of the former
Public Records of Duval County, Florida and being more particularly described as
follows:

Commence at the Northeast corner of said Section 6, thence S00(degree)22'38"E,
along the easterly line of said Section 6, for 2568.19 feet; thence
S16(degree)25'40"W, for 65.15 feet; thence S73(degree)37'14"E, for 59.99 feet to
the point of intersection with the westerly right-of-way line of a Seaboard
Coast Line Railroad (a 100 foot right-of-way, as it is now established); thence
S16(degree)25'25"W, along said westerly right-of-way line, for 147.89 feet to
the point of intersection with the South line of that certain Temporary Access
Easement, as recorded in Official Records Volume 8770, on Page 338 of the Public
Records of Duval County, Florida; thence along said South line, the following
three (3) courses; (1) thence N73(degree)34'04"W, for 728.78 feet to the point
of curvature of a curve concave to the Northeast; (2) thence northwesterly along
the arc of said curve, having a radius of 1333.42 feet, a central angle of
43(degree)50'49", an arc length of 1020.43 feet and a chord bearing
N51(degree)38'40"W, for 995.71 feet to the point of tangency; (3) thence
N29(degree)43'15"W, for 361.31 feet to the POINT OF BEGINNING; thence
S60(degree)16'45"W, for 651.77 feet; thence N29(degree)43'15"W, for 25.61 feet
to the point of intersection with a curve

                                      A-3
<PAGE>

concave to the Southwest; thence northwesterly along the arc of said curve,
having a radius of 67.50 feet, a central angle of 187(degree)59'05", an arc
length of 221.46 feet and a chord bearing N36(degree)55'02"W, for 134.67 feet;
thence N70(degree)13'21"W, for 423.94 feet to the point of intersection with a
curve concave to the Southeast; thence northeasterly along the arc of said
curve, having a radius of 65.00 feet, a central angle of 31(degree)45'37", an
arc length of 36.03 feet and a chord bearing N48(degree)53'50"E, for 35.57 feet
to the point of tangency; thence N64(degree)46'39"E, for 118.25 feet; thence
N25(degree)13'23"W, for 304.48 feet; thence S64(degree)46'39"W, for 115.94 feet;
thence N26(degree)26'24"W, for 101.05 feet; thence N36(degree)12'01"W, for 79.37
feet to the point of intersection with a curve concave to the Southeast; thence
southwesterly along the arc of said curve, having a radius of 306.87 feet, a
central angle of 21(degree)17'43", an arc length of 114.05 feet and a chord
bearing S43(degree)27'19"W, for 113.40 feet to the point of intersection with a
curve concave to the Southeast; thence southwesterly along the arc of said
curve, having a radius of 1301.54 feet, a central angle of 05(degree)29'02", an
arc length of 124.58 feet and a chord bearing S28(degree)02'21"W, for 124.53
feet; thence S19(degree)46'39"W, for 902.79 feet; thence S19(degree)51'05"W, for
665.95 feet; thence S19(degree)46'39"W, for 346.86 feet; thence
N70(degree)13'21"W, for 135.75 feet to the point of curvature of a curve concave
to the Northeast; thence northwesterly along the arc of said curve, having a
radius of 57.00 feet, a central angle of 53(degree)59'44", an arc length of
53.72 feet and a chord bearing N43(degree)13'29"W, for 51.75 feet to the point
of reverse curvature of a curve concave to the Southwest; thence northwesterly
along the arc of said curve, having a radius of 63.00 feet, a central angle of
53(degree)59'44", an arc length of 59.37 feet and a chord bearing
N43(degree)13'29"W, for 57.20 feet to the point of tangency; thence
N70(degree)13'21"W, for 343.00 feet; thence N19(degree)46'39"E, for 265.90 feet;
thence N70(degree)13'21"W, for 241.91 feet to the point of intersection with the
easterly limited access right-of-way line of Interstate 95, State Road No. 9,
according to the State of Florida, State Road Department Right-of-Way map,
Section 72290-2401 (2402); thence along said easterly limited access
right-of-way line, the following four (4) courses; (1) thence
N13(degree)43'24"E, for 93.27 feet; (2) thence N18(degree)54'39"E, for 1062.43
feet; (3) thence N13(degree)52'08"E, for 627.99 feet; (4) thence
N56(degree)03'43"E, for 285.41 feet to the point of intersection with the
southerly right-of-way line of Duval Road, State Road No. 110 (a right-of-way of
varying width); thence along said southerly right-of-way line, the following two
(2) courses; (1) thence N88(degree)20'12"E, for 109.28 feet to the point of
intersection with a curve concave to the Northeast; (2) thence southeasterly
along the arc of said curve, having a radius of 2009.86 feet, a central angle of
10(degree)00'16", an arc length of 350.95 feet and a chord bearing
S88(degree)57'41"E, for 350.50 feet; thence S04(degree)04'10"E, for 200.07 feet;
thence N83(degree)09'37"E, for 199.76 feet; thence N03(degree)59'58"W, for
200.00 feet to the point of intersection with aforesaid southerly right-of-way
line, said point also being the point of intersection with a curve concave to
the Northwest; thence along said southerly right-of-way line and northeasterly
along the arc of said curve, having a radius of 2009.86 feet, a central angle of
05(degree)26'50", an arc length of 191.08 feet and a chord bearing
N77(degree)34'34"E, for 191.01 feet to the point of intersection with aforesaid
southerly line of that certain Temporary Access Easement, said point also being
the point of intersection with a curve concave to the Southwest; thence along
said southerly line, the following two (2) courses; (1) thence southeasterly
along the arc of said curve, having a radius of

                                      A-4
<PAGE>

1029.46 feet, a central angle of 59(degree)22'43", an arc length of 1066.88 feet
and a chord bearing S59(degree)24'37"E, for 1019.78 feet; (2) thence
S29(degree)43'15"E, for 450.10 feet to the POINT OF BEGINNING.

TOGETHER WITH THE FOLLOWING DESCRIBED PARCEL:

A tract of land being a portion of Section 6 of the subdivision of the John
Broward Grant, Section 37, Township 1 North, Range 27 East, as recorded in Plat
Book 1, on Pages 7 and 8 of the former Public Records of Duval County, Florida
and being more particularly described as follows:

Commence at the Northeast corner of said Section 6, thence S00(degree)22'38"E,
along the easterly line of said Section 6, for 2568.19 feet; thence
S16(degree)25'40"W, for 65.15 feet; thence S73(degree)37'14"E, for 59.99 feet to
the point of intersection with the westerly right-of-way line of a Seaboard
Coast Line Railroad (a 100 foot right-of-way, as it is now established); thence
S16(degree)25'25"W, along said westerly right-of-way line, for 147.89 feet to
the point of intersection with the South line of that certain Temporary Access
Easement, as recorded in Official Records Volume 8770, on Page 338 of the Public
Records of Duval County, Florida; thence along said South line, the following
three (3) courses; (1) thence N73(degree)34'04"W, for 728.78 feet to the point
of curvature of a curve concave to the Northeast; (2) thence northwesterly along
the arc of said curve, having a radius of 1333.42 feet, a central angle of
43(degree)50'49", an arc length of 1020.43 feet and a chord bearing
N51(degree)38'40"W, for 995.71 feet to the point of tangency; (3) thence
N29(degree)43'15"W, for 361.31 feet; thence leaving said South line,
S60(degree)16'45"W, for 733.19 feet; thence S18(degree)40'00"W, for 1447.21
feet; thence N70(degree)13'21"W, for 366.13 feet; thence S64(degree)46'39"W, for
63.43 feet; thence S21(degree)31'08"W, for 383.22 feet; thence
S64(degree)49'27"W, for 118.93 feet; thence N70(degree)13'21"W, for 259.16 feet;
thence S71(degree)09'08"W, for 187.18 feet; thence S19(degree)46'39"W, for 32.84
feet to the POINT OF BEGINNING; thence continue S19(degree)46'39"W, for 234.61
feet to the point of intersection with the northerly boundary line of Parcel 3
of that certain Conservation Easement, as recorded in Official Records Volume
8002, on Page 1 of the Public Records of Duval County, Florida; thence along
said northerly boundary of Parcel 3, the following four (4) courses; (1) thence
N85(degree)30'33"W, for 297.95 feet; (2) thence N73(degree)36'25"W, for 83.05
feet; (3) thence N63(degree)49'01"W, for 51.09 feet; (4) thence
N80(degree)06'02"W, for 94.98 feet; thence N19(degree)46'34"E, for 29.17 feet;
thence N70(degree)13'26"W, for 228.97 feet to the point of intersection with the
easterly limited access right-of-way line of Interstate 95, State Road No. 9,
according to the State of Florida, State Road Department Right-of-Way map,
Section 72290-2401 (2402), said point also being the point of intersection with
a curve concave to the Northwest; thence along said easterly limited access
right-of-way line and northeasterly along the arc of said curve, having a radius
of 23092.20 feet, a central angle of 00(degree)27'49", an arc length of 186.89
feet and a chord bearing N13(degree)47'57"E, for 186.89 feet; thence
S77(degree)34'50"E, for 29.51 feet; thence S65(degree)17'30"E, for 36.71 feet;
thence S70(degree)13'25"E, for 99.00 feet; thence N19(degree)46'33"E, for 93.00
feet; thence S70(degree)13'27"E, for 49.84 feet; thence N19(degree)46'39"E, for
19.99 feet; thence N70(degree)13'21"W, for 12.00 feet; thence
N19(degree)46'39"E, for 510.14 feet to the point of

                                      A-5
<PAGE>

curvature of a curve concave to the Southwest; thence northwesterly along the
arc of said curve, having a radius of 20.00 feet, a central angle of
90(degree)00'00", an arc length of 31.42 feet and a chord bearing
N25(degree)13'21"W, for 28.28 feet to the point of cusp; thence
S70(degree)13'21"E, for 329.25 feet to the point of curvature of a curve concave
to the Southwest; thence southeasterly along the arc of said curve, having a
radius of 63.00 feet, a central angle of 53(degree)59'44", an arc length of
59.37 feet and a chord bearing S43(degree)13'29"E, for 57.20 feet to the point
of reverse curvature of a curve concave to the Northeast; thence southeasterly
along the arc of said curve, having a radius of 57.00 feet, a central angle of
53(degree)59'44", an arc length of 53.72 feet and a chord bearing
S43(degree)13'29"E, for 51.75 feet; thence S70(degree)13'21"E, for 123.75 feet;
thence S19(degree)46'39"W, for 480.68 feet; thence S70(degree)13'22"E, for 30.34
feet to the POINT OF BEGINNING.

                                      A-6
<PAGE>

                                    EXHIBIT B

<TABLE>
<CAPTION>
Member    Initial Capital Contribution      Membership Interest   Disproportionate Distribution
<S>       <C>                               <C>                   <C>
Ramco             $7,907,298.42                     20%                    $6,532,298.42
SGS               $5,500,000.00                     80%                    $        0.00
</TABLE>



                                       B-1
<PAGE>

                                   EXHIBIT C

                        CONSTRUCTION, PROPERTY MANAGEMENT
                             AND INDEMNITY AGREEMENT

                                  BY AND AMONG

                             RAMCO-GERSHENSON, INC.,
                             A MICHIGAN CORPORATION

                                       AND

                             RAMCO JACKSONVILLE LLC

                            DATED AS OF MARCH 1, 2005

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
ARTICLE I. CONSTRUCTION MANAGEMENT WORK TO BE DONE; TERM...........................     C-1

   1.1.     Work to Be Done........................................................     C-1

   1.2.     Term...................................................................     C-4

ARTICLE II. THE DUTIES AND STATUS OF THE MANAGER...................................     C-4

   2.1.     Duties.................................................................     C-4

   2.2.     Materials and Equipment................................................     C-5

   2.3.     Coordination and Monitoring of the Work................................     C-5

   2.4.     Compliance with Laws...................................................     C-6

   2.5.     General Contractor.....................................................     C-6

   2.6.     Shop Drawings..........................................................     C-6

   2.7.     Documentation..........................................................     C-6

   2.8.     Change Orders..........................................................     C-6

ARTICLE III. ACCOUNTING AND AUDITING...............................................     C-7

   3.1.     Books and Records......................................................     C-7

ARTICLE IV. PROJECT BANK ACCOUNT AND PAYMENT OF COST OF WORK.......................     C-7

   4.1.     Project Bank Account...................................................     C-7

   4.2.     Establishment of Deposit...............................................     C-7

   4.3.     Monthly Requisitions...................................................     C-7

   4.4.     Manager Reimbursements.................................................     C-8

   4.5.     Waivers of Liens, Affidavits...........................................     C-8
</TABLE>

                                        i
<PAGE>

                                Table of Contents

                                   (continued)

<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
   4.6.     Materials Not Incorporated in Work.....................................      C-8

   4.7.     Title to Work..........................................................      C-8

   4.8.     Draw Requests..........................................................      C-8

   4.9.     Title to Materials and Equipment.......................................      C-9

ARTICLE V. INSURANCE...............................................................      C-9

   5.1.     Insurance..............................................................      C-9

   5.2.     Owner's Right to Insure................................................      C-9

ARTICLE VI. NO ASSIGNMENT..........................................................     C-10

   6.1.     No Assignment by Manager...............................................     C-10

ARTICLE VII. TRADE CONTRACTS.......................................................     C-10

   7.1.     Manager to Negotiate...................................................     C-10

   7.2.     Completion.............................................................     C-11

ARTICLE VIII. COMPLIANCE WITH PROJECT DOCUMENTS....................................     C-11

   8.1.     Loan Documents.........................................................     C-11

ARTICLE IX. INDEMNITIES............................................................     C-11

   9.1.     Manager's Indemnity....................................................     C-11

ARTICLE X. GUARANTEE OF WORK.......................................................     C-17

   10.1.       One Year Guarantee..................................................     C-17

ARTICLE XI. LIENS..................................................................     C-18

   11.1.       Discharge of Liens..................................................     C-18
</TABLE>

                                       ii
<PAGE>

                                Table of Contents

                                   (continued)

<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
ARTICLE XII. SUBORDINATION.........................................................     C-18

   12.1.       Subordination to Mortgage...........................................     C-18

ARTICLE XIII. PROPERTY MANAGEMENT..................................................     C-18

   13.1.       General Management Duties...........................................     C-18

   13.2.       Operating Budget....................................................     C-21

   13.3.       Reimbursable and Nonreimbursable Costs..............................     C-22

   13.4.       Property Personnel..................................................     C-22

   13.5.       Contracts and Supplies..............................................     C-22

   13.6.       Alterations, Repairs and Maintenance................................     C-22

   13.7.       Operating Account...................................................     C-24

ARTICLE XIV. LEASING...............................................................     C-26

   14.1.       Leasing Activities..................................................     C-26

ARTICLE XV. FEES...................................................................     C-27

   15.1.       Development Fee.....................................................     C-27

   15.2.       Management Fee......................................................     C-27

   15.3.       Leasing Management Fee..............................................     C-27

   15.4.       Third Party Development Coordination Fee............................     C-28

   15.5.       Reimbursements......................................................     C-28

   15.6.       Tenant Coordination Fee.............................................     C-28

   15.7.       Waiver..............................................................     C-28
</TABLE>

                                       iii
<PAGE>

                                Table of Contents

                                   (continued)

<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
ARTICLE XVI. TERMINATION...........................................................     C-29

   16.1.       Termination.........................................................     C-29

ARTICLE XVII. EXCULPATION..........................................................     C-29

   17.1.       Owner's Exculpation.................................................     C-29

ARTICLE XVIII. MISCELLANEOUS.......................................................     C-30

   18.1.       Notices.............................................................     C-30

   18.2.       Captions and Headings...............................................     C-30

   18.3.       Entire Agreement....................................................     C-30

   18.4.       Waiver..............................................................     C-30

   18.5.       Applicable Law......................................................     C-30

   18.6.       Severability........................................................     C-30

   18.7.       Binding Effect......................................................     C-31

   18.8.       Counterparts.  .....................................................     C-31

   18.9.       No Joint Venture....................................................     C-31

   18.10.      Confidentiality.....................................................     C-31

   18.11.      Cooperation.........................................................     C-31
</TABLE>

OAKLAND. 8000257.5

                                       iv
<PAGE>


                       CONSTRUCTION, PROPERTY MANAGEMENT
                            AND INDEMNITY AGREEMENT

      Agreement ("Agreement") made as of the 1st day of March, 2005, between
RAMCO-GERSHENSON, INC., a Michigan corporation (hereinafter "Manager"), having
offices at 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan
48334, and RAMCO JACKSONVILLE LLC, a Michigan limited liability company,
(hereinafter "Owner") with offices at 31500 Northwestern Highway, Suite 300,
Farmington Hills, Michigan 48334.

                                   WITNESSETH:

      WHEREAS, Owner is the owner of approximately ninety three and 2/10 (93.2)
acres of land in the City of Jacksonville, Duval County, Florida (the "Site") on
which Owner intends to develop a shopping center and related complimentary uses
(hereinafter, collectively, "Improvement" or "Premises" or "Project"), which
Project, if fully developed in accordance with current projections, would
contain approximately four hundred thirty thousand (430,000) square feet; and

      WHEREAS, Owner intends to consummate a construction loan (the
"Construction Loan") with a construction financing source (the "Construction
Lender") and possibly a mezzanine loan (the "Mezzanine Loan") with a mezzanine
financing source (the "Mezzanine Lender"), both for the financing of the
construction of the Project; and

      WHEREAS, Manager is experienced in the development, leasing, and
management of projects similar to the Project; and

      WHEREAS, Owner desires to insure that the Project is constructed, leased
and managed in conformance with the plans and specifications approved by Manager
and Owner; and

      WHEREAS, Manager has requested that Owner retain Manager in connection
with the construction, leasing and management of the Project, and Owner agrees
to so retain Manager.

      NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, Owner and Manager agree as follows:

                                   ARTICLE I.

                             CONSTRUCTION MANAGEMENT
                              WORK TO BE DONE; TERM

      1.1. WORK TO BE DONE. (a) The Manager shall retain and supervise the
architects, engineers, design consultants and construction managers, as
applicable,

                                      C-1
<PAGE>



and shall do all the things described in Article II for the proper construction
and timely completion of the work as shown and described on:

            1)    Preliminary architectural drawings and specifications prepared
                  and to be prepared by an architectural firm as may, from time
                  to time, be retained by Manager (hereinafter referred to
                  collectively as the "Architect"), and

            2)    Final drawings, details and specifications to be prepared by
                  either: (i) Architect or (ii) the structural, mechanical,
                  electrical and other engineers to be employed by Architect or
                  Manager. The preliminary and final architectural drawings and
                  specifications are sometimes hereinafter referred to
                  collectively as the "Plans".

                        The term "Shopping Center Work" as used in this
                  Agreement shall include all labor and materials needed to
                  complete the construction of the Project and all services to
                  be performed by the Manager and other personnel under this
                  Agreement. The foregoing notwithstanding, Manager's
                  obligations hereunder shall be limited to construction of at
                  least the "Basic Center", as hereinafter defined. The "Basic
                  Center" consists of rough grading of the entire Site; finish
                  grading of those portions of the Site not within the outparcel
                  areas (the "Inline Site"); completion of the common areas on
                  the Inline Site, including the installation of utilities,
                  paving, curbing, drives and roadway areas, lighting and
                  landscaping the Inline Site; construction of all "Site
                  Improvement Work", as such term is hereinafter defined, and
                  construction of at least two hundred thousand (200,000) square
                  feet of vertical store space. The Basic Center may be
                  expanded, in Owner's discretion, to include additional
                  building areas and completion of outparcel areas so long as
                  such expansion is approved by the Construction Lender and is
                  funded either through the Construction Loan, any mezzanine
                  loan, or by Owner, in accordance with the terms of this
                  Agreement.

                        It is understood that the definition of Plans shall
                  include the budget for completion of the Project, which budget
                  is attached hereto as Exhibit 1.1(a) and made a part hereof
                  (the "Development Budget")

            3)    Manager acknowledges that Owner has entered into a certain
                  Site Development Agreement with Wal-Mart Stores East, LP (the
                  "Wal-Mart SDA") whereby Owner has agreed to construct certain
                  improvements for Wal-Mart within the Project, which
                  improvements are collectively defined as the "Site Improvement
                  Work". Manager acknowledges receipt of a copy of the Wal-Mart
                  SDA and hereby approves of and consents to the terms and
                  provisions of same. Manager acknowledges that the term
                  "Shopping Center Work" as

                                      C-2
<PAGE>



                  used herein includes all of the Site Improvement Work and that
                  Manager shall complete the Site Improvement Work in accordance
                  with the requirements of and pursuant to the completion
                  schedule set forth in the Wal-Mart SDA.

            (a) Completion Guaranty. Subject to Manager receiving all fees and
compensation to which Manager is entitled hereunder, Manager absolutely,
unconditionally, and irrevocably guarantees the following obligations (the
"Completion Guaranty"): the full, complete and punctual performance and
completion of all of the obligations, duties, covenants and agreements with
respect to the construction of the Basic Center and the Site Improvement Work
(the "Construction") including, but not limited to, the acquisition and
installation of all fixtures and equipment indicated on the Plans or provided
for in the Development Budget, free of any claim for mechanics', materialmen's
or any other liens (other than liens created by the Loan Documents and other
liens expressly permitted under the Loan Documents) on or before the Substantial
Completion Date, which, for purposes herein, means (i) the substantial
completion of the construction of the Basic Center in compliance with all
applicable laws and the Plans, such compliance to be evidenced by a certificate
of substantial completion on standard AIA form issued by the Architect (ii) the
issuance of a temporary certificate of occupancy (allowing for a permanent
certificate of occupancy to be issued subject only to the passage of time and/or
any tenant work to be completed by the tenants) for the Basic Center (not
including the Wal-Mart Building or other tenant acquired buildings, which are
being constructed by the respective tenants) in form sufficient to allow the
tenants of the Project to open for business once such tenants have completed
their work and (iii) substantial completion in accordance with the time periods
and other requirements set forth in the Wal-Mart SDA and all leases entered into
respecting the Project and in the documents relating to the Construction for
such completion, including, without limitation, the following:

                  (A) the payment of all costs of said Construction and all
                  other costs associated therewith in excess of all amounts to
                  be paid in accordance with the Development Budget (as same may
                  be revised from time to time) and the payment of any amounts
                  to be funded by the Construction Loan and the Mezzanine Loan
                  which are not funded solely due to the negligent acts or
                  omissions of Manager; and the payment of all costs of the Site
                  Improvement Work, so long as Wal-Mart pays all amounts owed by
                  Wal-Mart under the Wal-Mart SDA.

                  (B) if any mechanics' or materialmen's liens should be filed,
                  or should attach, with respect to the Premises by reason of
                  the Construction, the immediate removal of such liens, subject
                  to the Loan Documents, or the posting of security against the
                  consequences of their possible foreclosure and the procurement
                  of endorsements to the title policy insuring the Construction
                  Lender against the

                                      C-3
<PAGE>



                  consequences of the foreclosure or enforcement of such
                  lien(s).

                  (C) if any chattel mortgages, conditional vendor's liens or
                  any liens, encumbrances or security interests whatsoever
                  should be filed, or should attach, with respect to any
                  personal property, fixtures, attachments and equipment
                  delivered upon the Premises, attached to the Premises or used
                  in connection with the Construction, the immediate removal of
                  such lien(s), subject to the posting of security against the
                  consequences of their possible foreclosure and the procurement
                  of endorsements to the title policies insuring the
                  Construction Lender against the consequences of the
                  foreclosure or enforcement of such lien(s) except to the
                  extent such liens, encumbrances or security interests secure
                  equipment and personal property leases are permitted pursuant
                  to the Loan Documents;

                  (D) the payment of the premiums for all policies of insurance
                  (or endorsements to such policies) required to be furnished by
                  Manager pursuant to the Loan Documents or this Agreement
                  during the Construction, if such premiums are not set forth in
                  the Development Budget or operating budget for the Project or
                  as provided herein.

      1.2. TERM. The initial term of this Agreement shall commence on the date
hereof and shall continue until the December 31st following the fifth (5th)
anniversary of the date hereof. This Agreement shall thereafter be automatically
renewed on a year to year basis until terminated in accordance with Article XVI
hereof, unless the Owner elects to terminate the Agreement by notifying Manager
at least ninety (90) days prior to the date of such automatic renewal.

                                  ARTICLE II.

                      THE DUTIES AND STATUS OF THE MANAGER

      2.1. DUTIES. The Manager recognizes the relationship of trust and
confidence established between it and the Owner by this Agreement and agrees
with the Owner to use best efforts to provide the following services (the
"Services") in accordance with the Management Standard (as defined in Section
16.1(d) hereof):

            (a) To furnish its best skill and judgment and the overall
supervision of its executives in order to furnish efficient business
administration of all phases of the work as it progresses;

                                      C-4
<PAGE>



            (b) To cause the provision at all times of an adequate supply of
workmen and materials to assure the execution and completion of the work in the
most expeditious and economical manner;

            (c) To insure that the work is performed and completed in accordance
with laws, rules and regulations of all governmental authorities and departments
thereof;

            (d) To obtain, on behalf of Owner, all required building permits and
temporary certificates of occupancy relating to the Construction and, if
necessary, a final certificate of occupancy relating to the Construction;

            (e) To cooperate with the Owner in all respects, including
monitoring and coordinating work, suggesting changes to the work, and supplying
information as to costs, availability of materials and methods of construction,
including oversight of the purchase and installation of furniture, fixtures and
equipment ("FF & E");

            (f) To provide necessary field personnel and fully control that
personnel with power to employ or discharge; and

            (g) To solicit bids and award contracts, purchase materials, fix and
modify wages and salaries of its personnel, and prepare budget estimates,
programs and schedules, as required, all either within the parameters of the
Development Budget or as otherwise approved by the Construction Lender.

      2.2. MATERIALS AND EQUIPMENT. The Manager represents to the Owner that all
materials and equipment to be furnished under this Agreement shall be new unless
otherwise specified in the Plans or approved by the Construction Lender and that
Manager shall cause the Construction Manager (hereinafter defined) or its
subcontractors to warrant that all work shall be of good quality free from
faults and defects and in conformance with this Agreement and the terms of the
Contract with the Construction Manager. The Manager agrees to incorporate in all
agreements (individually, a "Trade Contract" and, collectively, "Trade
Contracts") with the Construction Manager and any subcontractors (collectively,
the "Contractors") a requirement that each Contractor provide a warranty that
all materials and equipment to be furnished shall be new unless otherwise
specified and that all work shall be of good quality and free from faults and
defects. All of such warranties shall be assignable to Owner. All work not so
conforming to these standards shall be considered defective. If required by the
Architect or the Construction Lender, the Manager shall furnish satisfactory
evidence as to the kind and quality of materials and equipment incorporated in
the work.

      2.3. COORDINATION AND MONITORING OF THE WORK. The Manager shall coordinate
and monitor the Construction and shall be responsible for all construction
management, sequencing of Contractors, and for coordinating all portions of the
work. The Manager shall at all times enforce strict discipline and good order
among its employees and the Contractors and shall not employ in respect of the
work an unfit person or anyone unskilled on the task assigned to him.

                                      C-5
<PAGE>



      2.4. COMPLIANCE WITH LAWS. While Owner acknowledges that the Manager shall
not be obligated to perform the services of an architect or engineer, the
Manager shall use its best efforts to see that the Plans are not at variance
with any laws, ordinances, rules, regulations or orders of any public authority
having jurisdiction in respect of the work provided however this obligation
shall be limited to the extent that a reasonably competent Manager would have
observed such variance. The Manager shall promptly notify the Architect and the
Owner in writing should there be a variance. If the Manager causes any work to
be performed knowing it to be contrary thereto, it shall assume full
responsibility thereof and shall bear all costs in connection therewith.

      2.5. GENERAL CONTRACTOR. The Manager has employed J. Raymond Corp. (the
"Construction Manager") who shall be in attendance at the site of the work
during the progress thereof. The Construction Manager shall not be changed
except with the prior consent of the Owner, which consent shall not be
unreasonably withheld.

      2.6. SHOP DRAWINGS. Manager shall receive, log and transmit shop drawings,
samples and other Contractor submittals among Architect, Owner and the
Contractors. Concurrently with the distribution thereof, Manager shall review
all shop drawings, samples and other Contractor submittals for general
characteristics and coordination with work in order to assist in minimizing
delays and achieving satisfactory progress and performance by Contractors.
Manager's review shall not limit the responsibility of the Architect and
Contractors to assure that such shop drawings, samples, and other submittals
comply with the Trade Contracts, nor shall such review constitute representation
by a Manager as to the adequacy of specific details (such as precise dimensions
and precise characteristics) of such shop drawings.

      2.7. DOCUMENTATION. The Manager shall prepare and submit to any
governmental agency requiring such reports, schedules and the results of any
tests or any other documentation required. A copy of said report shall also be
submitted to the Owner.

      2.8. CHANGE ORDERS. Manager may effect change orders that are not Material
Change Orders without the consent of the Owner. Manager may effect a change
order that is a Material Change Order with the consent of Owner. Manager may
obtain such consent without the approval of the "Investment Committee" (as
defined in the Operating Agreement of Owner) so long as any additional cost
caused by such change order will be funded either through the Construction Loan
or by the Mezzanine Loan. Any change order which requires the consent of
Wal-Mart under the Wal-Mart SDA shall be a Material Change Order. Owner shall
pay for all costs incurred as a result of work changes that are not provided for
in the Development Budget and shall be responsible for all amounts required to
"balance" the Project or the Construction Loan.

                                      C-6
<PAGE>



                                  ARTICLE III.

                             ACCOUNTING AND AUDITING

      3.1. BOOKS AND RECORDS. Throughout the term of this Agreement, the Manager
shall check materials and labor entering into work and establish procedures in
accounting, auditing and rendering of statements of payment in such detail as
may be necessary for proper financial management under this Agreement. The
procedures instituted by the Manager shall be in conformance with Manager's
typical procedures in developing retail centers. The Manager shall keep accurate
books of accounts showing costs incurred hereunder, which said books of accounts
shall be open to inspection by Owner and its representatives (and audit by the
Construction Lender) at all reasonable times upon reasonable notice. Copies of
all such accounting records shall, on request of the Construction Lender, be
prepared and given to the Lender requesting same, and, in any event, shall be
retained by the Manager and available for reference for a period of at least two
(2) years after a temporary or final Certificate of Occupancy has been issued
for the Basic Center.

                                  ARTICLE IV.

                PROJECT BANK ACCOUNT AND PAYMENT OF COST OF WORK

      4.1. PROJECT BANK ACCOUNT. Simultaneously with the closing of the
Construction Loan, the Owner shall establish a special bank account at
Construction Lender's bank in the name of Owner, the funds of which shall be the
property of the Owner and which shall be drawn upon and disbursed by Manager in
accordance with procedures established pursuant to Article 3 and Section 4.3 of
this Agreement for the purposes of paying all obligations, commitments, costs
and liabilities made or incurred in connection with the prosecution of the work,
including the Manager's compensation, unless otherwise provided for herein. Such
account is hereafter called "Project Bank Account" and Owner hereby authorizes
Manager to designate certain employees of Manager to be signatories on the
Project Bank Account.

      4.2. ESTABLISHMENT OF DEPOSIT. Simultaneously with the execution hereof,
Owner has deposited the amount of Fifty Thousand Dollars ($50,000) as part of
the Development Budget into said account and shall at all times until completion
of and payment for all the work, maintain in such account such sums as will be
sufficient at all times to enable Manager to pay, currently, all obligations
incurred in connection with the work contemplated by this Agreement.

      4.3. MONTHLY REQUISITIONS. As the work progresses, and on a monthly basis,
the Manager shall submit to the Owner copies of the documentation prepared by
Manager for the Construction Lender to support requests for construction draws.
The Owner hereby authorizes the Construction Lender to deposit into the Project
Bank Account the amount stated in such documents, which documentation shall
contemplate any retainage ("Retainage") required by the Trade Contracts. As part
of such documentation, the Manager will collect conditional waivers of liens for
such payments.

                                      C-7
<PAGE>



      4.4. MANAGER REIMBURSEMENTS. Owner and Manager have agreed upon a fixed
amount of Two Hundred Fifty Thousand Dollars ($250,000.00) (the "Expense
Amount") as reimbursement to Manager for all of its expenses in connection with
Manager's construction and certain other duties under this Agreement. Manager
shall not be entitled to any other reimbursement for expenses in connection with
its construction and certain other duties, but shall be entitled to
reimbursement for expenses in its capacity as manager of the operating project
as set forth in Section 13.3 hereof. The foregoing notwithstanding, to the
extent that there are insufficient funds generated by the Loans and "Initial
Capital Contributions of the Members" (as described in Section 15.7 hereof) to
pay the entire Expense Amount, the balance of the Expense Amount shall be waived
and shall not be payable.

      4.5. WAIVERS OF LIENS, AFFIDAVITS. Notwithstanding the foregoing
provisions of this Article, Retainage shall become at such times, and in
accordance with such conditions, as may be set forth in the relevant Trade
Contract.

      4.6. MATERIALS NOT INCORPORATED IN WORK. If payments are to be made on
account of materials or equipment not incorporated in the work, but delivered
and suitably stored at the site of the work or at some other location approved
by the Construction Lender, such payments shall be conditioned upon submission
by the Manager of such documentation as may be required by the Construction
Lender.

      4.7. TITLE TO WORK. The Manager shall require all Contractors to warrant
and guarantee that title to all work, materials and equipment covered by a
voucher or statement requesting payment, whether incorporated in the Project or
not, will pass to the Owner, and/or the Construction Lender subject to the terms
of the loan documents evidencing the Construction Loan upon receipt of such
payment made by the Manager or Owner, free and clear of all liens, claims,
security interests or encumbrances, and that no work, materials or equipment
covered by such voucher or statement will have been acquired by the Contractor,
or any other person performing the work or furnishing materials or equipment,
subject to an agreement under which an interest therein or an encumbrance
thereon is retained by the seller or otherwise imposed by the Contractor or such
other person.

      4.8. DRAW REQUESTS. All payments under this Agreement or any Trade
Contract shall be based on satisfaction of requirements of the Construction
Lender, using forms approved by the Construction Lender. Each draw request shall
include a certification by the Manager that, to the best of its knowledge,
information and belief, the work has been completed in accordance with the
Plans. The issuance of a draw request package to the Construction Lender shall
constitute a representation, but not a warranty (which warranty shall be made by
the Contractor to the extent such Contractor is required to do so pursuant to
the relevant Trade Contract and promptly delivered to Owner by Manager) by the
Manager to the Owner that the work has progressed to the point indicated, that
to the best of its knowledge, information and belief, the quality of the work is
in accordance with the Plans and that the Manager and each Contractor is
entitled to payment in the amount certified. In addition, the final draw request
package shall constitute a further representation, but not be a warranty, that
the conditions

                                      C-8
<PAGE>



precedent to the Final Payment have been fulfilled. No draw request shall
constitute acceptance of any work in accordance with the Plans.

      4.9. TITLE TO MATERIALS AND EQUIPMENT.

            (a) Title to all Materials, tools and equipment paid for by the
Owner or incorporated into the Project shall be vested in the Owner. In
addition, Owner shall be entitled to all drawings, plans and specifications and
other work product prepared for or on behalf of Owner, as a condition to
completing the work. At the completion of the work and when no longer required,
tools, equipment and materials shall be sold at the discretion of the Owner, or
otherwise disposed of as Owner directs, and all sums and allowance realized
credited to the Owner.

            (b) Manager hereby agrees to make available for inspection by
Construction Lender, during reasonable business hours, upon reasonable prior
notice, Manager's books and records relating to the work being performed or the
acquisition of any material or equipment to be incorporated into the Premises if
and only to the extent that the Manager is required to make the same available
to Owner hereunder.

                                   ARTICLE V.

                                    INSURANCE

      5.1. INSURANCE. Prior to commencement of any work under this Agreement,
the Manager, on behalf of the Owner and at the Owner's expense, shall procure
and maintain at all times during the performance of the work for the benefit of
Owner, Manager, and all Contractors on the Project, all bonds and insurance for
the work in accordance with the insurance specifications attached in Exhibit 5.1
hereto and made a part hereof, and with such companies as Construction Lender
shall approve, under a project specific Contractor Controlled Insurance Program
("CCIP") which shall include the interest of Construction Lender and Manager as
additional insureds (and Wal-Mart as appropriate), provided such insurance is
obtainable by Manager. All or some of such insurance may be carried through
blanket policies insuring other properties managed by Manager and/or owned by
RGPLP or its affiliates. Duplicate originals of such policies evidencing the
issuance thereof shall be delivered to Owner. In case of any loss, Manager on
behalf of Owner, shall negotiate and settle claims without obtaining Owner's
consent so long as the amount of such settlement is sufficient to repair any
damage caused by any casualty, and the insurance proceeds, if any, shall be
payable to Owner, subject, however, to the provisions of the Loan Documents (as
defined in Section 8.1 hereof). Manager shall ensure all Contractors are
enrolled in the CCIP and shall require all Contractors to carry such other
insurance as may be required by the Construction Lender or by law.

      5.2. OWNER'S RIGHT TO INSURE. At the specific election of Owner, and with
the consent of Construction Lender, any coverages set forth in the insurance
specifications may be procured and maintained by the Owner, provided such
coverage affords at least

                                      C-9
<PAGE>



the same protection, terms and conditions normally carried by Manager, and
complies with the specifications attached hereto.

                                  ARTICLE VI.

                                 NO ASSIGNMENT

      6.1. NO ASSIGNMENT BY MANAGER. Neither this Agreement nor any rights
hereunder shall be assignable by Manager, directly or indirectly, without
Owner's, and Construction Lender's prior written consent, it being agreed that
this Agreement is for personal services and that but for the persons controlling
Manager, Owner would not enter into this Agreement. Notwithstanding the
foregoing, Manager may assign its interest in this Agreement to any corporation
or other entity Controlling, Controlled by, or under common Control with
Manager, or to any entity into which Manager or the affiliates of Manager may
have merged or been acquired. For purposes of this Agreement, "Control" (or any
tense thereof) shall mean the ability, whether by the direct or indirect
ownership of shares or other equity interests, by contract or otherwise, to
elect a majority of the directors of a corporation, to select or become the
managing partner of a partnership, to select or become the managing member of a
limited liability company or otherwise to select, or have the power to remove
and then select, a majority of those entities or persons exercising governing
authority over an entity; provided that a majority of such entities or persons
shall have the unfettered authority to make all decisions with respect to such
entity. Furthermore, Owner shall have the right to assign the Guaranty being
given to the Owner by Ramco-Gershenson Properties, L.P., sole owner of Manager,
to Wal-Mart, as to the Site Improvement Work.

                                  ARTICLE VII.

                                 TRADE CONTRACTS

      7.1. MANAGER TO NEGOTIATE. The Contract with the Construction Manager has
been negotiated by Manager and executed by Manager and Construction Manager. The
Owner authorizes the Manager to procure bids for, negotiate, and execute, on
behalf of Owner, all contracts to be entered into with suppliers, materialmen,
Contractors and others for the performance of the work contemplated by this
Agreement. Owner's prior approval shall not be required before Manager enters
into each such Trade Contract with suppliers, materialmen, Contractors and
others for the performance of the work contemplated by this Agreement, so long
as the amount of such Contract is either contemplated by the Development Budget
or will be a cost borne by Manager. Manager will, however, notify Owner of
actual meetings and negotiating sessions with any such Contractors for Contracts
exceeding Fifty Thousand Dollars ($50,000.00).

      No Trade Contract shall contradict the provisions of this Agreement and
shall provide that all work performed under such Trade Contract shall be
performed in accordance with the Plans and payment in respect of such work shall
be made based upon the draw request procedure referred to in Section 4.8 hereof.
No provision of this Agreement shall be interpreted as relieving any Contractor
of its responsibilities under

                                      C-10
<PAGE>



its Trade Contract or as superseding any portion of such Trade Contract. Each
Trade Contract shall provide that, at Owner's option, such Trade Contract shall
be enforceable directly by Owner and Owner may exercise such right without any
obligation therefor to Manager.

      7.2. COMPLETION. Subject only to Unavoidable Delay (as hereinafter
defined), the Manager hereby covenants to complete the Basic Center within
twenty four (24) months from the date hereof, time being of the essence with
regard to this Section 7.3. For purposes hereof, "Unavoidable Delay" shall mean
delay caused by any strike, riot, act of God, material or labor shortage or
stoppage, inclement weather, governmental act or intervention, or other cause
beyond the reasonable control of Manager (financial inability of Manager not
being a cause beyond its control). The foregoing notwithstanding, Manager hereby
covenants to complete the Site Improvement Work by the date required therefor
under the Wal-Mart SDA.

                                 ARTICLE VIII.

                        COMPLIANCE WITH PROJECT DOCUMENTS

      8.1. LOAN DOCUMENTS. Manager further acknowledges and agrees that it is
fully familiar with the terms and conditions of the Loan Documents, as defined
below, and Manager's performance under this Agreement shall comply and conform
in all respects with the requirements of the Loan Documents and the Wal-Mart
SDA. For the purposes of this Agreement, "Loan Documents" shall be deemed to
mean all documents and agreements executed in connection with the Construction
Loan and Mezzanine Loan.

                                  ARTICLE IX.

                                  INDEMNITIES

      9.1. MANAGER'S INDEMNITY.

            (a) The Manager shall indemnify, protect, defend and hold harmless
the Owner and its respective officers, directors, trustees, incorporators,
shareholders, partners, and employees (each of the foregoing an "Indemnified
Person") from and against any and all liabilities (including, without
limitation, Environmental Damages (as hereinafter defined) and strict liability
in tort), taxes, losses, obligations, claims (including, without limitation,
Environmental Damages and strict liability in tort), damages, penalties, causes
of action, suits, costs and expenses (including, without limitation, reasonable
attorneys', experts', consultants' and accountants' fees and expenses) or
judgments of any nature relating to or in any way arising out of:

                  (i) the purchasing, ordering, delivery, acquisition,
                  construction, title on acquisition, rejection, installation,
                  possession, titling, retitling, registration, re-registration,
                  custody by the Manager of title

                                      C-11
<PAGE>



                  and registration documents relating to construction of the
                  Project, and any accident, injury, death or property damage on
                  or about the Project, but only to the extent that any
                  liability, cost, or expense relating to any of the foregoing
                  arise out of events occurring prior to the "Termination Date",
                  as hereinafter defined, and further provided that Manager
                  shall have no indemnity obligations; (A) to the extent that
                  any such costs or liabilities are included in the Project
                  Budget, or are otherwise approved by Owner, (B) for any
                  general administrative expenses of the Owner, and (C) for
                  taxes with respect to which indemnification is excluded under
                  paragraph (b) of this Article IX and (D) for any costs,
                  expenses, or liabilities outside of the Project Budget which
                  are voluntarily incurred by Owner and are not incurred in
                  defense of a claim which is covered by Manager's indemnity
                  obligations set forth herein or to cure a default by Manager
                  or protect Owner's interest in the Project respecting a
                  default by Manger of its duties hereunder or under the Loan
                  Documents;

                  (ii) the assertion of any claim or demand based upon any
                  infringement or alleged infringement of any patent or other
                  right, by or in respect of the Project or any part thereof to
                  the extent that such claim or demand arises out of (i)
                  construction at the Project performed at the direction of
                  Manager, or (ii) any equipment installed at the direction of
                  Manager in the Project; provided, however, that, upon request
                  of the Manager, the Owner will make available to the Manager
                  the Owner's rights under any similar indemnification arising
                  from any manufacturer's or vendor's warranties or undertakings
                  with respect to any equipment constituting a part of the
                  Project;

                  (iii) any violation, or alleged violation, by the Manager of
                  this Agreement or Construction Loan or of any contracts or
                  agreements to which the Manager is a party relating to the
                  Project or to which Owner is a party relating to the Project
                  provided Manager has reviewed and approved the same, or by
                  which Manager is bound or any laws, rules, regulations,
                  orders, writs, injunctions, decrees, consents, approvals,
                  exemptions, authorizations, licenses and withholdings of
                  objection, of any governmental or public body or authority and
                  all other legal requirements applicable to the Project, but
                  only to the extent that any such violation, or alleged
                  violation, occurred prior to the Termination Date;

                  (iv) any and all Environmental Damages relating to or in any
                  way arising out of the Project provided that such
                  Environmental Damages relate to an Environmental Matter
                  including, without limitation:

                                      C-12
<PAGE>



                        (A) the violation or alleged violation of or compliance
                        or non-compliance with any Environmental Requirements
                        (as hereinafter defined) occurring prior to the
                        Termination Date (i) in connection with the ownership or
                        operation of the Project, and (ii) by any prior owner or
                        operator of the Premises in connection with the
                        ownership or operation of the Project and Owner shall
                        assign to Manager any rights or claims it may have
                        against such prior owner or operator;

                        (B) the release or threatened release at, to or from any
                        location of any Contaminants (as hereinafter defined) or
                        remedial action or corrective action (as the latter term
                        is used in Sections 3004(u), 3004(v) and 3008(h) of the
                        Resource Conservation and Recovery Act or any equivalent
                        state, local or foreign law) to address any
                        Contaminants, (i) generated, treated, recycled, stored,
                        processed, used or disposed by or on behalf of the
                        Manager at or in connection with the Project, (ii)
                        generated, treated, recycled, stored, processed, used or
                        disposed by or on behalf of any prior owner or operator
                        of the Project in connection with the ownership or
                        operation of the Project and Owner shall assign to
                        Manager any rights or claims it may have against such
                        prior owner or operator, or (iii) transported by or on
                        behalf of the Manager or any of its respective officers,
                        directors, trustees, incorporators, shareholders,
                        partners, or employees (hereafter, "Person") to or from
                        the Project for treatment, recycling, processing, use or
                        disposal at any location; and

                        (C) the presence of any Contaminant at, in, on or under
                        the Project to the extent such Contaminant was present
                        at the Project prior to the Termination Date or, prior
                        to the Termination Date, placed in a location or state
                        that would affect the Project;

                        (D) the failure to report or disclose any of the
                        foregoing to the extent Manager had actual knowledge of
                        the foregoing or to remediate any of the foregoing or to
                        comply with any applicable consent order or voluntary
                        agreement with any governmental authority which
                        remediation or consent order or agreement relate to
                        occurrences prior to the Termination Date.

                  (v) any breach of a representation, warranty or covenant made
                  herein or which is contained in any certificate, document or
                  financial or other statement furnished by or on behalf of the
                  Manager under or in connection with this Agreement or the
                  Construction Loan;

                                      C-13
<PAGE>



                  (vi) any default by the Manager in the performance or
                  observance of any term, covenant, condition or obligation over
                  which Manager has control contained in this Agreement, or the
                  Loan Documents.

                  (vii) (A) As used herein, the term "Contaminant" means any
                  pollutant or substance that is or may be harmful to human
                  health, natural resources or the environment regulated under
                  any Environmental Requirement and any hazardous substance,
                  radioactive substance, hazardous material, toxic substance,
                  hazardous waste, medical waste, radioactive waste, special
                  waste, industrial waste, petroleum or petroleum-derived
                  substance or waste, asbestos, PCBs or any hazardous or toxic
                  constituent thereof defined as such or, regulated under
                  Environmental Requirements as harmful to human health, natural
                  resources or the environment, but only to the extent such
                  pollutant, substance, material, waste or contaminant is
                  present in quantities greater than that allowed by
                  Environmental Requirements.

                        (B) As used herein, the term "Environmental Damages"
                        shall mean any and all claims, judgments, damages
                        (excluding, however, punitive damages except related to
                        the intentional or grossly negligent acts of Manager),
                        losses, penalties, fines, interest, fees, liabilities
                        (including, without limitation, strict liability),
                        taxes, obligations, encumbrances, liens, costs and
                        expenses (including, without limitation, costs and
                        expenses of investigation and defense of any claim,
                        whether or not such claim is ultimately defeated, and of
                        any good faith settlement or judgment), of whatever kind
                        or nature, contingent or otherwise, matured or
                        unmatured, foreseeable or unforeseeable, direct or
                        indirect, including, without limitation, reasonable
                        attorneys' fees and disbursements and consultants' fees
                        (collectively, "Damages"), any of which are asserted,
                        imposed or incurred at any time pursuant to
                        Environmental Requirements but only to the extent that
                        such Environmental Damages are not covered by Owner's
                        environmental insurance policy covering the Project.

                        (C) As used herein, the term "Environmental Matters"
                        means any matter, fact or situation arising prior to the
                        Termination Date relating to or arising from (a) any
                        violation or alleged violation of, or failure to meet,
                        an Environmental Requirement relating to the Project,
                        (b) any release or threatened release of any Contaminant
                        on, under, emanating to or from the Project or the
                        presence of any Contaminant which has come to be located
                        on, from or

                                      C-14
<PAGE>



                        under the Project from another location, (c) the
                        generation, treatment, transport or disposal of any
                        Contaminant at, to or from the Project, (d) any injury
                        to human health or safety or the environment by reason
                        of the matters described in clauses (a), (b) and (c)
                        above, or (e) any revocation, expiration, termination or
                        failure to obtain or maintain any governmental approval
                        applicable to or required for the Project.

                        (D) As used herein, the term "Environmental
                        Requirements" means all applicable federal, state, local
                        and foreign laws (including duties under the common
                        law), statues, codes, ordinances, rules, regulations,
                        directives, binding policies, permits, authorizations or
                        orders relating to or addressing the environment,
                        natural resources or human health, including, but not
                        limited to, any law, statute, code, ordinance, rule,
                        regulation, directive, binding policy, permit,
                        authorization or order relating to (a) the use,
                        handling, disposal, release or threatened release of any
                        Contaminant or (b) worker health.

                  (viii) Damages for personal injury or threatened personal
                  injury (including sickness, disease or death) relating to an
                  Environmental Matter, or injury or threatened injury to
                  property or natural resources relating to an Environmental
                  Matter, foreseeable or unforeseeable, including, without
                  limitation, the cost of demolition and rebuilding of any
                  improvements on real property;

                  (ix) Reasonable fees incurred for the services of attorneys,
                  consultants, contractors, doctors, experts, laboratories and
                  all other reasonable costs incurred in connection with any
                  damages as described in subparagraphs (i) and (ii) of this
                  definition, and the investigation or remediation of
                  Contaminants or the suspected presence of Contaminants or the
                  violation or threatened violation of Environmental
                  Requirements, including, but not limited to, the preparation
                  of any feasibility studies or reports or the performance of
                  any investigation, cleanup, treatment, remediation, removal,
                  response, abatement, containment, closure, storage, disposal,
                  transport, restoration or monitoring work required by any
                  federal, state, local or foreign governmental agency or
                  political subdivision, or otherwise expended in connection
                  with such conditions, and including, without limitation, any
                  reasonable attorneys' fees, costs and expenses incurred in
                  enforcing this Agreement.

            (b) Manager agrees to indemnify, protect, defend and hold harmless
each Indemnified Person from and against all U.S. Federal, state, county,
municipal, foreign or other fees and taxes of whatsoever nature, including, but
not limited to,

                                      C-15
<PAGE>



license, qualification, franchise, rental, withholding, sales, use, ad valorem,
personal property, real estate, value added, excise, motor vehicle, occupation
fees and stamp or other taxes or tolls of any nature whosoever, and penalties
and interest thereon, whether assessed, levied against or payable by the Owner
or otherwise, with respect to the Project or the acquisition, purchase, sale,
rental, use, operation, control or ownership of the Project (including, without
limitation, any claim by any governmental authority for transfer tax, mortgage
recording tax, filing or other similar taxes or fees in connection with the
acquisition of the Project by the Owner) or measured in any way by the value
thereof or by the business of, investment in, or ownership by the Owner with
respect thereto; provided that this indemnity shall not apply to Federal, state,
local or other net income taxes, gross income taxes or gross receipts tax
imposed directly upon the Owner or any Indemnified Party or to any taxes or fees
payable from any Project Budget or incurred after the Termination Date.

            (c) Manager shall forthwith upon demand, reimburse any Indemnified
Person for any sum or sums expended with respect to any of the foregoing or,
upon request from any Indemnified Person, shall pay such amounts directly. Any
payment made to, or on behalf of, any Indemnified Person pursuant to this
Article IX shall be increased to such amount as well, after taking into account
all taxes imposed with respect to the accrual or receipt of such amount as well,
after taking into account all taxes imposed with respect to the accrual or
receipt of such payment (as the same may be increased pursuant to this
sentence), equal the amount of the payment, reduced by the amount of any savings
in such taxes actually realized by the Indemnified Person as a result of the
payment or accrual of the amounts in respect of which the payment to or on
behalf of the Indemnified Person hereunder is made. To the extent that the
Manager in fact indemnifies any Indemnified Person under the indemnity
provisions of this Agreement, the Manager shall be subrogated to such
Indemnified Person's rights in the affected transaction and shall have a right
to determine the settlement of such indemnified claims therein.

            (d) The indemnities contained in this Article IX shall not be
affected by any termination or expiration of this Agreement.

            (e) Notwithstanding any provisions of this Article IX to the
contrary, the Manager shall not indemnify and hold harmless any Indemnified
Person against any claims and liabilities to the extent arising from the gross
negligence or willful misconduct of such Indemnified Person or against any
claims and liabilities whatsoever to the extent arising from facts or
circumstances after the Termination Date.

            (f) Promptly after receipt by an Indemnified Person of notice of any
claim, action, proceeding or suit against such Indemnified Person, the Owner or
such Indemnified Person will, if a claim for indemnification is to be made
against the Manager under this Article IX, notify the Manager of such claim or
the commencement of such action, but an omission so to notify will not relieve
the Manager from any liability which it may have to an Indemnified Person under
this Article IX, except to the extent that such failure prejudices any defense
which Manager may have otherwise had. In case any such claim, action, proceeding
or suit is brought against an Indemnified Person, and the

                                      C-16
<PAGE>



Owner or such Indemnified Person notifies the Manager of the existence thereof,
the Manager will be entitled to participate in and, to the extent that it may
wish, assume the defense thereof, with counsel selected by the Manager and
reasonably satisfactory to such Indemnified Person. The Indemnified Person will
cooperate with the Manager in such defense. After notice from the Manager to an
Indemnified Person of it s election to assume the defense of any claim or
action, the Manager will not be liable to such Indemnified Person under this
Article IX for any legal or other expenses subsequently incurred by such
Indemnified Person under this Article IX for any legal or other expenses
subsequently incurred by such Indemnified Person in connection with the defense
thereof, unless incurred at the request or with the consent of the Manager or
unless the Manager fails, in a timely manner, to engage counsel reasonable
satisfactory to such Indemnified Person; provided that the Manager shall not
have the right to assume the defense thereof, to the extent that such
Indemnified Person shall deliver to the Manager a written notice waiving the
benefits of the indemnification of such Indemnified Person provided by this
Article IX in connection with such claim, action, proceeding or suit.
Notwithstanding the foregoing, if any criminal proceeding is brought against an
Indemnified Person who is an individual, (i) the action threatens to restrain or
adversely affect the conduct of the business of an Indemnified Person, excluding
the business of the Owner's ownership of the Project or (ii) independent counsel
to an Indemnified Person shall conclude that there may be defenses available to
such Indemnified Person which are different from or additional to, and may
conflict with those available to the Manager; the Manager shall not have the
right to assume the defense of any such action on behalf of the Indemnified
Person if such Indemnified Person chooses to defend such action, and all
reasonable costs, expenses and attorneys' fees incurred by the Indemnified
Person in defending such action shall be borne by the Manager. Notwithstanding
the assumption of its defense by the Manager pursuant to this paragraph, any
Indemnified Person shall have the right to employ separate counsel and to
participate in its defense, but, except as set forth in the immediately
preceding sentence, the fees and expenses of such counsel shall be borne by the
Indemnified Person. In addition, the Manager will not be liable for any
settlement of any claim, action, proceeding or suit unless the Manager has
consented thereto in writing (such consent not to be unreasonably withheld). Any
decision by an Indemnified Person to employ its own counsel rather than counsel
selected by the Manager (whether or not at the Manger's expense) shall in no way
affect any rights of such Indemnified Person otherwise arising under this
Agreement.

      As used in this Agreement, the term "Termination Date" shall mean the
termination date of this Agreement.

                                   ARTICLE X.

                                GUARANTEE OF WORK

      10.1. ONE YEAR GUARANTEE. The Trade Contract with the Contractors contain
a provision requiring the Contractor to repair and make good any damages or
fault in the work that may appear within one (1) year after the completion of
the work (or such longer period as may be contained in technical specifications
of such Trade Contract or

                                      C-17
<PAGE>



is otherwise customary in the industry) as the result of imperfect or defective
work (even if such defects or imperfections be latent) or work or materials at
variance with what was specified, and Manager shall administer the Contractors'
full compliance with such guarantees. The Manager shall assign to the Owner any
and all guarantees of the work, or any portion thereof, delivered to the Manager
by any Contractor or any other person performing any portion or furnishing any
materials or equipment incorporated in the work.

                                  ARTICLE XI.

                                     LIENS

      11.1. DISCHARGE OF LIENS. If at any time there shall be evidence of any
filed liens for which the Owner might become liable, the Manager shall cause the
same to be discharged or bonded over within sixty (60) days after the filing of
same.

                                  ARTICLE XII.

                                 SUBORDINATION

      12.1. SUBORDINATION TO MORTGAGE. This Agreement and all fees due from the
Owner to the Manager pursuant hereto shall be subject and subordinate in all
respects to the Construction Loan and this provision shall be self-executing but
Manager shall, upon request, execute such instrument as may reasonably be
requested by the Owner or Construction Lender to evidence such subordination.

                                 ARTICLE XIII.

                              PROPERTY MANAGEMENT

      13.1. GENERAL MANAGEMENT DUTIES. Subject to the availability of funds
provided under the Operating Budget (as hereinafter defined), Manager shall
manage and operate the Project in a manner consistent with the management and
operation of comparable properties, shall provide such services as are
customarily provided by a manager of properties of comparable class and
standing, and shall consult with Owner and keep Owner advised as to all material
or extraordinary matters and decisions affecting the Project. Notwithstanding
the above, it is understood and agreed that Manager shall have the right to
engage a third party to assist Manager in the performance of services and duties
hereunder, but such engagement shall not relieve Manager of any of its
obligations or duties under this Agreement. Specifically, Manager shall, at
Owner's expense, perform the following services and duties for Owner in a
faithful, diligent and efficient manner:

            (a) Accounting and Operations Reports. Manager shall timely prepare
and deliver to Owner such accounting and operations reports as and in the manner
required pursuant to Manager's standard reporting requirements, as same may be

                                      C-18
<PAGE>



modified and supplemented by the requirements of the Construction Lender, as may
be amended from time to time;

            (b) Collection of Rents. Manager shall use its best efforts to
collect all amounts payable by tenants, subtenants, licensees and
concessionaires of the Project (any of such parties hereafter being referred to
as "Tenant") to or for the account of Owner, including, without limitation,
fixed minimum rent ("Fixed Rent"), any rent payable to Owner by any Tenant which
is based upon a percentage of the sales of such Tenant ("Percentage Rent"), and
other escalations, reimbursements, settlements, awards, fees, adjustments and
other amounts by or due from Tenants and any sums otherwise accruing to Owner
from Tenants with respect to the Project on a timely basis (collectively,
"Rent"). Owner hereby authorizes Manager to receive and collect all Rent on
behalf of Owner. Manager shall serve notices of default upon Tenants and other
parties who are in default in performing their obligations under any of the
Tenant leases or under any other documents relating to the operation of the
Project, with copies sent simultaneously to Owner, and attempt to cause Tenants
to cure such defaults. Owner hereby authorizes Manager, as appropriate, to
request or demand (either orally or in writing and including, after Manager has
used its best efforts to collect the same, through the use of a collection
agency approved by Owner, at Owner's expense) that Tenants pay Rent. Manager
shall pursue, on behalf of Owner, any and all of Owner's legal remedies against
any Tenant upon Tenant's default of any of the terms or provisions of their
Tenant lease.

            (c) Marketing Services. Owner shall not establish a merchants'
association and/or to contribute to a marketing or advertising fund in
connection with the Project unless Tenants of the Project require same. If Owner
is so required to establish a merchants' association and/or to contribute to a
marketing or advertising fund, Manager shall perform Owner's administrative
duties in connection therewith.

            (d) Personnel. With respect to the Project, Manager shall cause to
be hired, paid, supervised, and terminated as employees of Manager or, at
Manager's election, as independent contractors, all persons whom Manager
reasonably deems necessary to maintain and operate the Project. Such persons
shall be hired, paid and supervised at Manager's sole cost and expense, except
to the extent provided in the Operating Budget or as otherwise approved by Owner
and except for those persons whose salaries or charges are reimbursed by Tenants
or as part of the cost of common area maintenance or as part of the expenses of
the operation and maintenance of the Project. Manager shall use due care in the
selection and supervision of personnel or independent contractors employed in
the operation and maintenance of the Project, and of each person in the general
employ of Manager to whom said duties are delegated. Employees who are involved
in the accounting for or handling of Owner's funds shall be bonded. Such persons
shall in every instance be deemed independent contractors or employees of
Manager and not employees or agents of Owner. Owner shall have no obligation to
supervise such persons directly, and Manager shall be responsible for their
activities and performance hereunder. Manager shall comply with all local, state
and federal labor and tax laws and regulations, including, without limitation,
worker's compensation, social security, unemployment insurance, hours of labor,
wages, working conditions, and other employer-employee related subjects. Manager
shall file all local,

                                      C-19
<PAGE>



state and federal labor payroll tax reports and other similar reports, and shall
timely make payments of all withholding and other payroll taxes with respect to
such persons.

            (e) Project Employee Records. Manager shall keep such reports for
hourly payroll personnel employed by the Project and adequate payroll records
bearing explanation of the work performed by such employees as Manager
customarily prepares, which reports and payroll records shall be available for
inspection by Owner or its authorized representatives, and Manager shall deliver
copies thereof to Owner upon request. In selecting and hiring, promoting and/or
dismissing employees, Manager shall fully comply with all laws and regulations
relating to equal opportunity employment.

            (f) Cleaning and Repairs. Manager shall keep the Project in a clean
and sightly condition and recommend and make all repairs and changes, arrange
for all decorating, and purchase all supplies, necessary for the proper
operation of the Project or the fulfillment of Owner's obligations under any
Loan Document or the compliance with all applicable laws. Manager shall not make
any purchase or do any work, the cost of which shall exceed the amount set forth
in the Operating Budget (as same may be modified in accordance with Section 13.2
hereof) without, in each instance, obtaining the prior written approval of
Owner, unless Manager elects to fund such cost. Manager shall use its best
efforts to obtain all discounts and rebates available in connection with its
operation of the Project and Owner shall receive the benefit of all such rebates
and discounts from the contractors and suppliers supplying such work, labor and
services, provided, however, that if Manager has expended sums to fund a cost as
set forth in this Section 13.1(f), Manager shall be entitled to be reimbursed
therefor out of such savings, rebate or discount to the extent that same result
in a budget surplus under the approved Operating Budget.

            (g) Insurance Losses. Manager shall promptly upon obtaining
knowledge thereof notify Owner and Owner's applicable insurance carrier of any
personal injury or property damage occurring to or claimed by any Tenant or
third party against Owner on or with respect to the Project, of any fire or
other casualty causing damage to the Project or of any other claims made against
Owner with respect to the Project. Manager shall promptly forward to the
carrier, with copies to Owner, any summons, subpoena, or other like legal
document served upon Manager relating to actual or alleged potential liability
of Owner, Manager, or Project, and in any event such notification shall be given
within the time period required in any applicable insurance policy. In the case
of any fire or other casualty causing material damage to the Project, Manager
shall also upon obtaining knowledge thereof immediately give telephonic notice
thereof to Owner's designated casualty insurance carrier so that an insurance
adjuster can view the damage before repairs are started and complete customary
loss reports in connection with such fire or other damage to the Project.
Manager hereby agrees to indemnify and hold Owner harmless from and against any
and all losses, damages, liabilities or claims of any nature, including costs
and expenses incident thereto in connection with any uninsured losses
attributable to any act or omission of Manager (including without limitation any
deductible otherwise payable by Owner and not collectible from Tenants).

                                      C-20
<PAGE>



            (h) Preparation of Forms, Reports and Returns. Manager shall prepare
or cause to be prepared for execution and filing by Owner all forms, reports and
returns, if any, required by all federal, state, or local laws in connection
with unemployment insurance, workmen's compensation insurance, disability
benefits, Social Security and other similar taxes now in effect or hereafter
imposed, and also any other requirements relating to the contracting of third
party vendors for the Project; however, Manager shall not be obligated to
prepare any of Owner's local, state, or federal income tax returns;

            (i) Real Estate and Property Taxes; Payment of Taxes. Manager shall
monitor, review and keep Owner advised with respect to real estate and property
tax assessments relating to the Project and pay, prior to delinquency all real
estate taxes, sales tax, personal property taxes and assessments levied against
the Project, or any part thereof, and assist Owner, when so requested, to try to
reduce such assessments and taxes. Manager may, with Owner's prior written
approval, engage outside property tax consultants and certiorari attorneys, for
the benefit of and at the sole cost and expense of Owner to assist Manager in
connection with such tax and assessment matters;

            (j) Public Representation. Manager shall represent the interest of
Owner with respect to all public bodies, such as taxing, police, fire, state,
county, township or other municipal or public authorities by notifying Owner of
all matters of which Manager becomes aware which would have an adverse impact on
the Project and by giving notice of any changes in legal requirements of which
Manager becomes aware and, at the direction of Owner, attend meetings and/or
generally communicate with such governmental entity;

            (k) Tenant Insurance. Manager shall obtain from Tenants and, upon
request, promptly forward to Owner any and all certificates of insurance and
renewals thereof required to be furnished under any Tenant lease.

            (l) Subject to the limitations of the applicable approved Operating
Budget adopted pursuant to Section 13.2 hereof, perform such other acts as are
reasonable, necessary and proper in the discharge of its duties under this
Agreement.

      13.2. OPERATING BUDGET.

            (a) Operating Budget Approval Process. Manager shall prepare and
submit to Owner and Construction Lender for approval by November 30 of each year
during the term hereof a proposed budget (the "Operating Budget") for the
operation of the Project during the following calendar year or other operating
period as may be specified by Owner (the "Operating Year"). Any Operating Budget
approved by Construction Lender shall be deemed approved by Owner. Until Manager
has obtained an approved Operating Budget, Manager may continue to operate
pursuant to the last approved Operating Budget, increased by an aggregate of
five percent (5%) of the total expenditures set forth in such last approved
Operating Budget, which increase may be allocated among budget line items as
Manager deems appropriate. In the absence of any written notice of approval
within thirty (30) days after delivery of a proposed

                                      C-21
<PAGE>



Operating Budget to Owner, the proposed Operating Budget shall be deemed to have
been approved by Owner.

            (b) Payment of Budgeted Expenses. Manager shall have the right to
pay all expenses according to the approved Operating Budget, including the
Management Fee (hereinafter defined). Notwithstanding any other provision in
this Agreement, without the prior consent of Owner or Construction Lender,
Manager shall not incur or permit to be incurred expenses under this Agreement
(excluding only utility expenses, general real estate taxes, insurance premiums,
financing costs and emergency expenses) that exceed ten percent (10%) of the
applicable line items in the Operating Budget (e.g., CAM, taxes, electricity and
other operating expenses) except that Manager may increase any line item by
allocating contingency amounts thereto or by allocating cost savings in one line
item to another line item. Manager shall promptly notify Owner whenever Manager
determines that the Operating Budget or any expense item in the Operating Budget
is insufficient to cover the expenses of operating the Project or the applicable
expense item.

      13.3. REIMBURSABLE AND NONREIMBURSABLE COSTS. All costs incurred by
Manager in the performance of its duties under this Agreement that are in
accordance with the approved Operating Budget or within Ten Thousand Dollars
($10,000.00) or ten percent (10%) of the applicable line items in the approved
Operating Budget shall be reimbursed by Owner.

      13.4. PROPERTY PERSONNEL. Manager shall employ, pay, and supervise all
employees necessary in connection with the operation and management of the
Project. Manager shall provide and maintain, so long as this Agreement is in
force, worker's compensation insurance in accordance with all applicable laws
covering all employees of Manager performing work in respect of the Project
operations.

      13.5. CONTRACTS AND SUPPLIES. Manager shall, at Owner's expense, obtain
all licenses and permits required in the management and operation of the
Project, enter into contracts on behalf of Owner for the furnishing to the
Project of required utility services, heating and air-conditioning services and
other maintenance, pest control, and any other services and concessions which
are reasonably required in connection with the maintenance and operation of the
Project. Manager shall also place purchase orders for services and personal
property as are reasonably necessary to properly maintain the Project. All such
contracts and orders shall be subject to the limitations set forth in the
approved Operating Budget.

      13.6. ALTERATIONS, REPAIRS AND MAINTENANCE.

            (a) Budgeted Repairs/Emergency Repairs. Manager shall, at Owner's
expense, perform or cause to be performed all necessary or desirable repairs,
maintenance, cleaning, painting and decorating, alterations, replacements and
improvements in and to the Project as are customarily made by property managers
in the operation of properties of the kind, size, and quality of the Project;
provided, however, that no unbudgeted alterations, additions or improvements
involving a

                                      C-22
<PAGE>



fundamental change in the character of the Project or constituting a major new
construction program shall be made without the prior written approval of Owner
unless performed pursuant to any lease approved or deemed approved by Owner.
However, emergency repairs immediately necessary for the preservation or the
safety of the Project, or for the safety of the tenants and their invitees of
the Project, or required to avoid the suspension of any necessary service to the
Project may be made by the Manager without prior approval and regardless of the
cost limitations imposed by this Section 13.6(a). Manager shall as soon as
practicable give notice to Owner of any such emergency repairs for which prior
approval is not required.

            (b) Capital Improvements. In accordance with the terms of approved
Operating Budget or upon written approval of Owner, Manager shall, from time to
time during the term hereof, at Owner's expense, make or cause to be made all
required capital improvements, replacements, or repairs to the Project.

            (c) Maintenance. Manager, except as otherwise provided in this
Agreement, agrees to use its best efforts in the management, leasing, operation
and maintenance of the Project and Manager hereby agrees to comply with all
written instructions of Owner which are within the scope of and consistent with
Manager's obligations hereunder. Manager shall maintain the Project strictly in
accordance with the leases for the Project, subject to the terms of this
Agreement and all the Loan Documents (which Owner has provided Manager with
copies or which are otherwise within Manager's possession). Manager shall pay
the expenses incurred in connection with the maintenance of the Project strictly
in accordance with Section 13.2 hereof and the terms of this Agreement by
applying the funds deposited in the Owner's Account. Unless specifically
authorized in advance by Owner in writing, Manager shall not make any
expenditure that is not authorized under Section 13.2 hereof, except that
Manager may incur any expenditure for repairs or replacements which are required
by the leases or are not in excess of one hundred ten percent (110%) of the
amount budgeted therefor in the Operating Budget, and provided further that if
Manager, in its reasonable business judgment, concludes that emergency repairs
or replacements are immediately necessary for the preservation of any portion of
the Project or safety of persons or are required to avoid the suspension of any
necessary service in the Project or to prevent a material default of Owner under
any Loan Document (individually or collectively, an "Emergency Situation"), and
Manager, after using reasonably diligent efforts, is unable to consult with
Owner by telephone, telex or telecopier prior to taking any action in such
Emergency Situation, then Manager may take said action without the prior
approval of Owner and the limitations on expenditures set forth above shall not
apply to such action. If Manager takes such action by reason of an Emergency
Situation, Manager shall notify Owner orally or in writing as quickly as
possible after taking such action and shall specify in reasonable detail the
reason for taking such action and the cost thereof. The Manager's right to
exceed the Operating Budget as expressly set forth above, is referred to herein
as the "Budget Increase Limit".

            (d) Equipment. On behalf of Owner, Manager shall purchase or lease
for Owner all supplies and equipment which Manager shall deem necessary to
maintain and operate the Project, subject to the Operating Budget and the Budget
Increase Limit.

                                      C-23
<PAGE>



All discounts obtained by Manager in connection with such purchase or lease of
supplies and equipment shall be for the benefit of Owner.

            (e) Approval of Contracts and Other Agreements. Except as expressly
provided herein, Manager shall not approve the execution of or enter into any
service contract or other agreement on behalf of Owner or otherwise bind Owner
without the prior consent of Owner. Manager may enter into such service contract
or other agreements (excluding Tenant leases) on behalf of Owner without Owner's
consent, provided that each such agreement (a) (i) is routinely required for the
management, operation or maintenance of the Project and/or relates to the
provision of utility, maintenance or other services to Tenants, (ii) is for a
term of not more than one year or is terminable on not more than forty-five (45)
days' notice by Owner without penalty or additional payments, and (iii) would
not cause the Budget Increase Limit to be exceeded or (b) is made necessary by
an Emergency Situation. Manager shall promptly provide Owner with a copy of each
agreement entered into pursuant to this section. Manager shall not hold itself
out as having the authority to approve Tenant leases or any other contract or
agreement without the prior written approval of Owner, except as expressly
provided herein.

            (f) Compliance with Governmental Orders. Manager, at Owner's cost
and expense, shall use its best efforts to cause the Project to be in compliance
with any and all laws, ordinances, codes, rules, regulations and orders
applicable to the Project promulgated by any federal, state, county or municipal
authority having jurisdiction and the orders of the board of fire underwriters
or other similar body having jurisdiction (collectively, "Governmental
Requirements"), provided that, unless specifically authorized in advance by
Owner in writing, Manager shall not incur any expenditure for such compliance
which would cause the Budget Increase Limit to be exceeded, except if, in
Manager's reasonable business judgment, such compliance is required by an
Emergency Situation.

            (g) Signs. Manager, at Owner's cost and expense, shall place and
remove, or cause to be placed and removed, such signs on the Project as Manager
in the exercise of its reasonable business judgment deems appropriate, subject
to the terms of the Loan Documents and any applicable laws. Notwithstanding the
foregoing, upon Owner's request, Manager shall place or remove any signs which
Owner requests be placed or removed from the Project.

      13.7. OPERATING ACCOUNT. Manager has opened and shall maintain an account
separate from Manager's personal account (the "Operating Account"). The
Operating Account shall be in the name of Owner, and shall be the property of
Owner. Manager shall deposit, with reasonable promptness, in the Operating
Account all funds collected by Manager under this Agreement, and shall withdraw
from such Operating Account, when due, Manager's compensation under this
Agreement. Manager shall make deposits and withdrawals from the Operating
Account as required in connection with the performance of the management
activities set forth in this Article XIII (the "Management Activities"). Through
the use of signature cards, authorized representatives of Manager shall be
permitted access to any and all funds in the Operating Account. Manager shall

                                      C-24
<PAGE>



designate the signatories on such account. The signature of one (1) authorized
signatory of Manager will be sufficient to draw on such account. Manager's
authority to draw against the Operating Account may be terminated at any time
after this Agreement is terminated by written notice from Owner.

            (a) Security Deposits. Manager shall deposit all cash security
deposits posted by Tenants in the Operating Account to be used as Manager
customarily uses Security Deposits. All funds so deposited in the Operating
Account shall be used in the same manner as other funds in the Operating
Account. Manager shall maintain detailed records of all security deposits
(whether cash or letter of credit) and such records will be open for inspection
by Owner, Owner's agents and employees or other persons authorized by Owner.

            (b) Monthly Reports. Manager shall prepare and deliver to Owner, for
each month, not later than the thirtieth (30th) day of the following month:

                        (A) monthly reports setting forth detailed statements of
                        income and collections, expenses and disbursements,
                        balances of the Operating Account (including then
                        current bank statements), leases signed during the
                        month, a schedule of all capital expenses paid during
                        such month, a monthly rent roll (including records of
                        the monthly gross sales reports of Tenants and the
                        status of all vacant space) and other matters deemed
                        material by Manager relating to the Management
                        Activities (all in accordance with the accrual basis of
                        accounting) for the proceeding month. Manager shall
                        furnish Owner with such further information covering the
                        operating and maintenance of the Project as Owner may
                        reasonably require. Such statements shall list accounts
                        payable over 30 days past due and will break down
                        expenses and charges into major categories. In addition
                        such monthly statements will show the amount each Tenant
                        was billed that month, and the amount each Tenant paid.
                        Upon Owner's request, such statements shall be
                        accompanied by appropriate documentation of all
                        expenditures made by manager on behalf of Owner under
                        this Agreement.

                        (B) a comparison (both on a current month and a year to
                        date basis) of actual operating results against the
                        approved Operating Budget together with explanations of
                        detrimental variances of greater than ten percent (10%)
                        therefrom.

            (c) Quarterly Reports. Within fifty (50) days after the end of each
calendar quarter, Manager shall prepare and deliver to Owner a report as of the
last day of the preceding quarterly period, setting forth detailed statements of
collections, disbursement, delinquencies, balances of Operating Account,
accounts payable and

                                      C-25
<PAGE>



other matters deemed material by Manager relating to the Management Activities
(all in accordance with the accrual basis of accounting) for the preceding
quarter. Such statements shall, upon Owner's request, be accomplished by
appropriate documentation of all expenditures made by Manager under this
Agreement. Such quarterly statements shall be accomplished by Manager's written
estimates of the amounts, if any by which any major categories of the approved
Operating Budget must be adjusted to fund adequately the operation and
maintenance of the Project for the then current quarter. Manager shall also
furnish Owner with such further information covering the operating and
maintenance of the Project as Owner may reasonably require.

            (d) Year-End and Final Reports. As soon as practicable after the end
of each Operating Year but in no event later than 100 days after the end of each
Operating Year, and after the expiration or termination of this Agreement,
Manager shall prepare and deliver to Owner detailed statements (prepared in
accordance with the accrual basis of accounting) of all receipts, expenses and
charges pertaining to the operation and maintenance of the Project during the
preceding Operating Year.

            (e) Remittances. Within ten (10) days after the end of each calendar
month, or at such other time as may be directed by Owner (but no more often than
once a month), Manager shall remit to Owner or to such other party or parties as
Owner may determine, all unexpended funds in the Operating Account to the extent
that the funds in the Operating Account exceed the amount reasonably estimated
by Manager as necessary to provide for working capital for the operation,
maintenance, repair, direction and supervision of the Project.

                                  ARTICLE XIV.

                                     LEASING

      14.1. LEASING ACTIVITIES. (a) During the term of this Agreement, subject
to the leasing guidelines set forth on Exhibit 14.1(a) attached hereto (the
"Leasing Guidelines"), Manager shall have the exclusive right as Project manager
to procure and negotiate, on behalf of Owner, tenant leases for retail space for
the Project and any operation and easement agreements ("OEAs") with respect to
the Project. In accordance with the Management Standard, Manager shall lease
space in the Project to tenants subject to the Leasing Guidelines and to perform
such other services in connection with the efficient leasing of the Project as
Owner may from time to time reasonably direct. To the extent necessary to obtain
tenants for the Project, Manager shall advertise the Project and conduct such
promotional activities as may be deemed appropriate by Manager, to the extent
that the costs therefor are either within a line item in the Operating Budget
(increased as set forth in Section 13.2 hereof) or Manager elects to pay for the
cost thereof. No such leases shall violate (a) use exclusions contained in
existing leases or agreements with other tenants, (b) covenants, conditions or
restrictions contained in any deed to, or other documents affecting, including,
without limitation, reciprocal easement agreements, the Project, or (c) any
legal requirements affecting the Project. Except as set forth in Exhibit 14-1(a)
no lease for a portion of the

                                      C-26
<PAGE>



Project shall fail to limit the liability of Owner, Construction Lender,
Mezzanine Lender or officers, partners, members, employees, representatives,
directors, trustees or shareholders to Owner's interest in the Project or
otherwise impose personal liability upon any of the foregoing.

            (a) Authority. During the term of this Agreement, subject to the
Leasing Guidelines, Manager shall be and is hereby authorized to execute any
tenant lease, OEAs or related documents on behalf of Owner.

                                  ARTICLE XV.

                                      FEES

      15.1. DEVELOPMENT FEE. Owner shall pay Manager a fee (the "Development
Fee") for the Services equal to six percent (6%) of the hard costs (which
includes building costs, site costs (excluding land), professional and
consulting fees, costs of licenses, permits and other governmental fees, and
tenant allowances as described in the Development Budget annexed hereto as
Exhibit 15.1), which amount shall be earned as construction progresses and paid
concurrently.

      15.2. MANAGEMENT FEE. Four percent (4%) of the Total Revenue from the
Project, payable monthly. For purposes hereof, "Total Revenue" shall mean fixed
and percentage rent paid under all Project leases plus expense reimbursement
revenues plus all other revenue derived from the Project, except from the
proceeds of sale or casualty or condemnation.

      15.3. LEASING MANAGEMENT FEE. The amounts payable to Manager pursuant to
this Section 15.3 are collectively the "Leasing Commission Fee", and shall
include:

                        (A) Two Dollars ($2.00) per square foot for all space
                        tenants at or above 20,000 square feet, unless a third
                        party broker is involved, in which case Manager shall
                        earn a fee of not less than One Dollar ($1.00) per
                        square foot;

                        (B) Six percent (6%) of minimum rent for the term of the
                        lease for all space tenants under 20,000 square feet,
                        unless a third party broker is involved, in which case
                        Manager shall earn a fee of not less than three percent
                        (3%) of minimum rent for the term of the lease; and

                        (C) Eight percent (8%) of the sale price of an outlot or
                        eight percent (8%) of ground lease rentals generated for
                        the first ten years, unless a third party broker is
                        involved, in which case Manager shall earn a fee of not
                        less than four percent (4%) of the sale price of an
                        outlot or four percent (4%) of ground lease rentals
                        generated for the first ten (10) years.

                                      C-27
<PAGE>



      In the event that a co-broker is involved in any of the above referenced
leasing transactions, in no event shall the Leasing Commission Fee payable to
Manager be less than the amounts referenced above when a third party broker is
involved so long as the fees referenced in (i) - (iii) above are contained
within the Operating Budget as approved by the Construction Lender.

            (b) The Leasing Commission Fee shall be paid as follows:

                  (i)   50% upon execution of the leases; and

                  (ii)  50% upon rent term commencement.

                  provided, however, that in the event of a sale, such fee shall
            be paid in whole upon the closing of the sale.

            (c) All Leasing Commission Fees shall be earned upon the execution
of the lease that is the subject of such Leasing Commission Fee.

      15.4. THIRD PARTY DEVELOPMENT COORDINATION FEE. Owner shall pay Manager a
Third Party Development Coordination Fee in the amount of Nine Hundred Five
Thousand Dollars ($905,000.00) in connection with Manager coordinating the work
and activities of various third party construction projects affecting the
Project, including, but not limited to, the construction of certain roadway and
utility infrastructures at the direction of the Jacksonville Economic
Development Commission, the construction of residential developments and
multifamily developments adjacent to the Project and the construction of a
retail store building by Wal-Mart. Such fee shall be earned and paid in
accordance with a milestone schedule to be agreed upon by Owner and Manager.

      15.5. REIMBURSEMENTS. In addition to the foregoing amounts, Manager shall
receive the Expense Amount, payable in twenty four (24) equal monthly
installments commencing with the start of construction.

      15.6. TENANT COORDINATION FEE. If Owner (by majority vote of the
Investment Committee of Owner) requests that Manager engage in tenant
coordination services, Owner shall pay Manager a tenant coordination fee
("Tenant Coordination Fee") equal to the then market rates, but not less than
One Dollar ($1.00) per square foot of gross leaseable area for each lease
executed in the Shopping Center. Such fee shall be paid in consideration of
Manager coordinating all tenant related construction work. Such fee shall be
paid at the time such space is delivered to tenant.

      15.7. WAIVER. Anything contained in this Agreement to the contrary
notwithstanding, to the extent that there are insufficient funds generated by
the Loans and the "Initial Capital Contributions" of the "Members" of Owner (as
such terms are defined in the Limited Liability Company Agreement of Owner ["LLC
Agreement"]) to pay the entire amount of the Development Fee and the Third Party
Coordination Fee, any such deficiency shall be waived by Manager and shall not
be payable.

                                      C-28
<PAGE>



                                  ARTICLE XVI.
                                   TERMINATION

      16.1. TERMINATION. Owner may not terminate this Agreement unless one of
the following events has occurred and (other than with respect to (b), (c) or
(e) below) is continuing at the time such notice is given:

            (a) A default by Manager in the performance of any of its
obligations under this Agreement and, as applicable, (i) the failure of Manager
to cure such default within thirty (30) days after written notice is given by
the Owner to Manager specifying the nature of such default, or (ii) if the
default in question is curable but is of such a nature that it cannot reasonably
be completely cured within such thirty (30) day period, the failure of Manager
to commence the curing of such default promptly after receiving such notice from
the Owner and Manager's failure thereafter to proceed with diligence to complete
the curing thereof, as soon as is reasonably practical.

            (b) The sale of the Project.

            (c) The dissolution of the Owner.

            (d) If Manager should be adjudged to be bankrupt or should make a
general assignment for the benefit of its creditors, or if a petition for
arrangement with creditors or for reorganization shall be filed, whether
voluntarily or involuntarily, by or against Manager, or if a receiver should be
appointed on account of such entity's insolvency, unless in the case of a
bankruptcy, this Agreement shall be approved by the appropriate court within
thirty (30) days of the date Manager shall be adjudged a bankrupt.

            (e) In the event that, following the third full calendar year after
the opening of the Project for business to the public, the "Cash Flow" (as
defined in the LLC Agreement) generated by the Project (as defined in the LLC
Agreement) in any calendar year, is not sufficient to provide a ten percent
(10%) return noncompounded, for such calendar year, on each Member's unreturned
capital invested in the Company on an average daily basis during such calendar
year, so long as such notice of termination is given within ninety (90) days of
the end of such calendar year.

                                 ARTICLE XVII.
                                  EXCULPATION

      17.1. OWNER'S EXCULPATION. Anything in this Agreement to the contrary
notwithstanding, Manager accepts and agrees that each of the covenants,
undertakings and agreements herein made on the part of the Owner, while in the
form purporting to be covenants, undertakings and agreements of the Owner, are,
nevertheless, made and intended not as personal covenants, undertakings and
agreements but are made and intended for the purpose of binding only the Owner's
interest in the Premises and Improvement and that no personal liability and
personal responsibility shall accrue to Owner hereunder, such personal liability
and personal responsibility, if any, being expressly waived and released by
Manager.

                                      C-29
<PAGE>



      The Manager further agrees not to seek or enforce any judgments (including
but not limited to deficiency judgments, and any and all other judgments)
obtained against the Owner beyond the interests of the Owner in the Project.

                                 ARTICLE XVIII.

                                  MISCELLANEOUS

      18.1. NOTICES. All notices, demands or consents provided for in this
Agreement shall be in writing and shall be given to Owner or Manager at the
address set forth below or at such other address as they may specify thereafter
in writing

      OWNER:              Ramco Jacksonville LLC
                          31500 Northwestern Highway, Suite 300
                          Farmington Hills, MI 48334

      MANAGER:            Ramco-Gershenson, Inc.
                          31500 Northwestern Highway, Suite 300
                          Farmington Hills, MI 48334

      18.2. CAPTIONS AND HEADINGS. The captions, subheadings and margin notes
are for convenience only and are not to be construed to modify or limit the
terms, provisions or conditions hereof.

      18.3. ENTIRE AGREEMENT. This Agreement constitutes the entire contract
between the parties. No provisions of this Agreement shall be changed or
modified, nor shall this Agreement be discharged, in whole or in part, except by
an Agreement in writing signed by the party against whom the change,
modification or discharge is claimed or sought to be enforced.

      18.4. WAIVER. No waiver of any of the conditions or provisions of this
Agreement or of any of the rights of either party hereunder shall be effective
or binding unless such waiver shall be in writing and signed by the party
claimed to have given, consented to or suffered the waiver.

      18.5. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Michigan.

      18.6. SEVERABILITY. If any clauses or provisions of this Agreement is
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, then the remainder of this Agreement shall not be affected
thereby, and in lieu of each clause or provision of this Agreement which is
illegal, invalid or unenforceable, there shall be added, as part of this
Agreement, a clause or provision as similar in terms to such illegal, invalid or
unenforceable clause or provision as may be possible and as may be legal, valid
and enforceable.

                                      C-30
<PAGE>



      18.7. BINDING EFFECT. All of the provisions of this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns becoming such in accordance with the terms
hereof.

      18.8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument. The English language version of
this Agreement shall prevail over any translation thereof.

      18.9. NO JOINT VENTURE. This Agreement is not intended to, and shall not,
create a partnership or joint venture among the parties, and no party to this
Agreement shall have the power or authority to bind any other party except as
explicitly provided in this Agreement.

      18.10. CONFIDENTIALITY. Manager agrees to keep confidential any non-public
information regarding the Project that it acquires, discovers or learns during
the term of this Agreement in its capacity as the construction manager of the
Project and shall not disclose or publicize the same without the prior written
consent of Owner or Construction Lender, except that Manager may disclose such
matters (i) as may be required or prudent in connection with the performance of
its duties authorized under this Agreement and/or (ii) to the extent required by
applicable law or court order.

      18.11. COOPERATION. In the event of a sale, assignment, mortgage or other
transfer of all or a portion of the Project, or any interest therein including
any interest in Owner, directly or indirectly, the Manager shall, upon
reasonable notice (i) make available to the prospective transferee, during
reasonable business hours, all records in its possession; and (ii) cause the
managing personnel involved directly or indirectly in the affairs of the Project
to cooperate with Owner. Manager, at the request of Owner, shall enter into
agreements with the lenders providing financing to Owner encumbering all or any
part of the Project, pursuant to which agreements Manager will (a) recognize the
collateral rights, if any, of such lenders with respect to this Agreement, and
(b) acknowledge that if any such lender forecloses upon the Project, such lender
or its assignee shall not be liable for any act or omission of Owner under this
Agreement prior to the date of such foreclosure or assignment.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]

                                      C-31
<PAGE>



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

                                OWNER:

                                RAMCO JACKSONVILLE LLC,
                                a Michigan limited liability company

                                By: Ramco-Gershenson Properties, L.P.,
                                    a Delaware limited partnership,
                                    its manager

                                    By: Ramco-Gershenson Properties
                                        Trust, a Maryland real estate
                                        investment trust, its general partner

                                        By: /s/ Richard J. Smith

                                        Its: Chief Financial Officer

                                MANAGER:
                                RAMCO-GERSHENSON, INC.
                                A Michigan corporation

                                By: /s/ Richard J. Smith
                                Its: Chief Financial Officer

                                      C-32
<PAGE>

                                 EXHIBIT 14.1(a)

                               Leasing Guidelines

(1)   In addition to any other approvals required by these Leasing Guidelines or
      the Agreement, written approval of Owner is required for any lease,
      renewal or extension of a lease which:

      (A)   contains any rights of first refusal or expansion rights on
            additional rentable space at the Inline Site portion of the Project;
            or

      (B)   requires any material modification to the Inline Site portion of the
            site plan for the Project; or

      (C)   provides for the reduction in Annual Rent for such lease which is
            more than five percent (5%) less than the pro forma for such
            tenant's space.

No such approval shall be required, however, and Construction Lender each
approve such lease.

As used herein, "Annual Rent" shall mean the annual minimum rental, together
with any percentage rent, common area maintenance charges, insurance costs and
real estate taxes, which is payable by a tenant under a lease or set forth and
approved in the Operating Budget. In determining whether a proposed lease is
within these Leasing Guidelines, the Annual Rent set forth in the lease proposal
shall be compared to the Annual Rent for the space set forth in the Operating
Budget.

Any proposed lease which is approved by the Mezzanine Lender and Construction
Lender shall be deemed approved by Owner. No approval shall be required for any
lease of under twenty five thousand (25,000) square feet which is within the
parameters set forth in the Operating Budget and is for an initial term of less
than ten (10) years. All proposed leases and other information deemed relevant
in respect of a proposed tenancy requiring approval hereunder shall be sent to
the Construction Lender and Owner at the same time. The failure of any of the
Construction Lender and Owner to approve or reject (to be exercised in such
party's reasonable discretion) in writing any proposed lease, renewal or
extension of a lease or proposed tenant improvement described above within ten
(10) days of Owner's delivery of the proposal containing all material terms of
such lease, including, without limitation, the term (including any renewal or
termination options), rent, tenant improvement allowance and/or any concessions
given to the proposed tenant in connection with such proposed lease, the square
footage and exact location of the premises to be leased, and any financial
information and general information regarding the financial strength and general
reputation of the proposed tenant (the foregoing being hereafter referred to as
the "Lease Proposal") and shall be deemed an approval of such proposed lease,
renewal or extension or such proposed tenant improvements.

<PAGE>



(2) Manager shall make the Project as a first-class shopping center with the
tenant mix customary for a shopping center of the quality of the Project. Under
no circumstances will the Manager permit leases with tenants in violation of the
Master Agreement of Easements, Covenants and Restrictions affecting the Project.

                                       2