<PAGE>

                                                                    EXHIBIT 10.9

                                                                       EXECUTION


                       IRREVOCABLE CONTRIBUTION AGREEMENT

         This IRREVOCABLE CONTRIBUTION AGREEMENT made as of August 13, 2004
(this "Agreement"), by and among:

         (a) LAWRENCE FELDMAN, an individual ("Contributing Member");

         (b) FELDMAN EQUITIES OF ARIZONA, LLC, an Arizona limited liability
company ("FEA");

         (c) FELDMAN EQUITIES OPERATING PARTNERSHIP, LP, a Delaware limited
partnership (the "Partnership");

         (d) FELDMAN HOLDINGS BUSINESS TRUST I, a Massachusetts business trust
(the "General Partner"); and

         (e) FELDMAN MALL PROPERTIES, INC., a Maryland corporation ("FMP").

                                    RECITALS:

A.   Contributing Member is the owner and holder of (collectively, the
     "Contributed Stock"): (i) 510 shares of common stock, par value $0.01 per
     share of Feldman Pads Partner Inc., an Arizona corporation ("Pads"); and
     (ii) 510 shares of common stock, par value $0.01 per share of Feldman Mall
     Partners Inc., an Arizona corporation (collectively, with Pads, the "GP
     Corps").

B.   Contributing Member desires to contribute and transfer the Contributed
     Stock to FEA in exchange for an assignment by FEA to Contributing Member of
     the LF OP Units (hereinafter defined) and FEA desires to assign to
     Contributing Member the LF OP Units and accept the contribution and
     transfer of the Contributed Stock on the terms set forth herein.

C.   Contributing Member, the Partnership and FEA now wish to confirm and
     memorialize in writing their agreement relating to the contribution of the
     Contributed Stock and the assignment of the LP OP Units.

         NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Contribution and LF OP Units.

1.1      Contribution by Contributing Member. On the terms hereof and subject to
         the conditions contained herein, Contributing Member hereby agrees to
         assign the Contributed Stock to FEA in exchange for an assignment by
         FEA to Contributing Member of the LF OP Units and FEA desires to accept
         the contribution of the Contributed Stock and assign to Contributing
         Member the LF OP Units (the contribution of the Contributed Stock and
         assignment of the LF OP Units, collectively referred to as the
         "Contribution").

1.2      Closing Date. The Contribution shall take place on the date designated
         by FEA by notice to the Contributing Member (the "Closing Date");
         provided that such date shall be subsequent to, but not more than five
         days following, the date on which all of the conditions precedent set
         forth herein have been satisfied or waived.


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1.3      Assumption of LP Agreement; Consent of the General Partner.

         (a)   Effective as of the Closing Date, Contributing Member accepts the
               assignment of the LF OP Units from FEA and accepts and adopts the
               provisions of the LP Agreement and assumes all of the duties and
               obligations of a Limited Partner (as defined in the LP Agreement)
               relating to the LF OP Units, as of the Closing Date.

         (b)   On the terms hereof and subject to the conditions precedent
               contained herein, the General Partner:

               (i)   consents to the transfer of the LF OP Units to Contributing
                     Member as required pursuant to Section 11.3A of the LP
                     Agreement;

               (ii)  confirms that, notwithstanding the terms of Section
                     11.3C(iii) of the LP Agreement, the transfer of the LF OP
                     Units to Contributing Member shall be effective as of the
                     Closing Date;

               (iii) confirms that it is has elected not to exercise its right
                     to require the opinion of counsel described in Section
                     11.3E of the LP Agreement;

               (iv)  acknowledges that this Agreement satisfies all of the
                     requirements of the LP Agreement to fully accomplish the
                     transfer of the LF OP Units and confirms that Contributing
                     Member has been admitted as a Substituted Limited Partner
                     (as defined in the LP Agreement); and

               (v)   agrees to mark the records of the Partnership to reflect
                     (x) Contributing Member as the owner of the LF OP Units and
                     to eliminate FEA from such records as to the LF OP Units;
                     and (y) that any and all notices relating to the LF OP
                     Units shall be given to Contributing Member in accordance
                     with the LP Agreement as follows:

                                    Lawrence Feldman
                                    3225 North Central Avenue, Suite 1205
                                    Phoenix, Arizona 85012
                                    Facsimile: 602-277-7774

1.4      Certain Definitions. As used herein:

         (a)   "Available Equity Securities" means the aggregate number of OP
               Units and shares of common stock ("Common Shares"), par value
               $0.01 per share of FMP available for allocation to the
               Contributors on the closing of the IPO pursuant to the agreements
               listed on Schedule 1 hereto;

         (b)   "Contributors" means (i) Contributing Member, James Bourg, Scott
               Jensen, Feldman Partners, LLC, an Arizona limited liability
               company, and Jeffrey Erhart (each a "Member"); (ii) members of a
               Member's immediate family; (iii) a trust held for the benefit of
               a Member and/or such Member's immediate family; and (iv) an
               entity that is wholly-owned (directly or indirectly) by a Member
               and/or such Member's immediate family;


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         (c)   "LF OP Units" means an amount of OP Units equal to 7.0261% of the
               Available Equity Securities (rounded to the nearest whole OP
               Unit);

         (d)   "IPO" means the underwritten initial public offering of FMP of
               its Common Shares pursuant to an effective registration statement
               filed with the Securities Exchange Commission;

         (e)   "LP Agreement" means that certain First Amended and Restated
               Agreement of Limited Partnership of Feldman Equities Operating
               Partnership, LP to be dated as of the date of the IPO closing;
               and

         (f)   "OP Units" means common units of limited partner interest in the
               Partnership.

1.5      Additional Documents.

         (a)   On the date hereof, Contributing Member shall deliver to the
               Partnership and FEA a duly completed and executed Form W-9,
               FIRPTA Affidavit and Accredited Investor Questionnaire, each in
               the form attached as Exhibit A to this Agreement (this Agreement,
               the Accredited Investor Questionnaire, Form W-9 and FIRPTA
               Affidavit collectively referred to as, the "Subscription
               Documents").

         (b)   On the Closing Date, (i) the Partnership, FMP and Contributing
               Member shall execute a Tax Protection Agreement; and (ii) FMP and
               Contributing Member shall execute a Registration Rights
               Agreement, in each case, substantially in the form of the draft
               dated August 13, 2004, with such modifications as FMP and/or the
               Partnership deem necessary in their respective sole discretion.

2.       Representations, Warranties and Covenants of Contributing Member.
         Contributing Member hereby acknowledges, represents and warrants to,
         and covenants and agrees with FEA, the General Partner, the Partnership
         and FMP that (and each representation and warranty set forth below
         shall be deemed remade as of the Closing Date):

2.1      Approval of LP Agreement and FMP Organizational Documents. Contributing
         Member has reviewed and approved the forms of the LP Agreement, the
         Charter and by-laws of FMP (as amended from time to time, collectively,
         the "FMP Organizational Documents"), and Contributing Member consents
         to any changes to the LP Agreement and/or the FMP Organizational
         Documents approved by FMP.

2.2      Uncertainty as to Amount or Value of Available Equity Securities and LF
         OP Units.

         (a)   As of the date of this Agreement, neither FEA, the General
               Partner, the Partnership nor FMP knows the number or value of the
               Available Equity Securities and, accordingly, the number or value
               of the LF OP Units.

         (b)   The number and value of the Available Equity Securities and LF OP
               Units will depend on a number of factors, including possible
               acquisitions that the Partnership or an affiliate thereof may
               accomplish, the valuation that is eventually achieved by FMP in
               the IPO, and prevailing market and other conditions.


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2.3      Authority; Authorization; Execution and Delivery.

         (a)   Contributing Member has full power and authority to enter into
               the Subscription Documents and to consummate the transactions
               contemplated by this Agreement.

         (b)   The execution and delivery of the Subscription Documents by
               Contributing Member and the consummation by Contributing Member
               of the transactions contemplated by the Subscription Documents
               have been duly authorized by all necessary action on the part of
               Contributing Member and will not constitute or result in a breach
               or default under, or conflict with or violate, any agreement or
               other undertaking, to which Contributing Member is a party or by
               which Contributing Member is bound or with any judgment, decree,
               statute, order, rule or regulation applicable to Contributing
               Member or Contributing Member's assets, and, if Contributing
               Member is not an individual, will not violate any provisions of
               the organizational or other formation or governing documents of
               Contributing Member.

         (c)   The Subscription Documents have been duly executed and delivered
               by Contributing Member and constitute valid and legally binding
               obligations of Contributing Member, enforceable against
               Contributing Member in accordance with and subject to their
               respective terms, subject to applicable bankruptcy, insolvency,
               moratorium or other similar laws relating to creditors' rights
               and general principles of equity. The signatures on the
               Subscription Documents are genuine, and the signatory, if
               Contributing Member is an individual, has legal competence and
               capacity to execute the same, or, if Contributing Member is not
               an individual, the signatory has been duly authorized to execute
               the same on behalf of Contributing Member.

2.4      Purchase for Investment.

         (a)   Contributing Member is acquiring the LF OP Units for Contributing
               Member's own account (or if Contributing Member is a trustee, for
               a trust account) for investment only, and not with a view to or
               for sale in connection with any distribution of all or any part
               of such LF OP Units (or Common Shares issued by FMP to
               Contributing Member in connection with a Redemption (as defined
               in the LP Agreement) (such Common Shares, "Redemption Shares")).

         (b)   Contributing Member hereby agrees that Contributing Member shall
               not, directly or indirectly, transfer all or any part of such LF
               OP Units or Redemption Shares (or solicit any offers to buy,
               purchase or otherwise acquire or take a pledge of all or any part
               of the LF OP Units or Redemption Shares) except in accordance
               with (i) the registration provisions of the Securities Act of
               1933, as amended (the "Securities Act"), and the regulations
               thereunder or an exemption from such registration provisions;
               (ii) any applicable state or non-U.S. securities laws; (iii) the
               terms of this Agreement; and (iv) the LP Agreement or the FMP
               Organizational Documents, as applicable.

         (c)   Contributing Member understands that (i) Contributing Member must
               bear the economic risk of an investment in the LF OP Units and
               Redemption Shares for an indefinite period of time because, among
               other reasons, the transfer of the LF OP Units and Redemption
               Shares have not been registered under the Securities Act and,
               therefore, the Redemption Shares and LF OP Units cannot be sold
               unless such resale is subsequently registered under the
               Securities Act or an exemption from such registration is
               available; and (ii) sales or transfers of the LF OP Units and
               Redemption Shares are further restricted by the provisions of the
               LP Agreement or the FMP Organizational Documents, as applicable,
               and may be restricted by other applicable securities laws. If at
               any time the LF OP Units or Redemption Shares are evidenced by
               certificates or other documents, each such certificate or other
               document shall contain a legend stating that (x) the LF OP Units
               or Redemption Shares, as applicable, (1) have not been registered
               under the Securities Act or the securities laws of any state; (2)
               have been issued pursuant to a claim of exemption from the
               registration provisions of the Securities Act and any state
               securities law which may be applicable; and (3) may not be sold,
               transferred or assigned without compliance with the registration
               provisions of the Securities Act and the regulations thereunder
               and any other applicable Federal or state securities laws or
               compliance with applicable exemptions therefrom; and (y) sale,
               transfer or assignment of such LF OP Units or Redemption Shares,
               as applicable, is further subject to restrictions contained in
               the LP Agreement or the FMP Organizational Documents, as
               applicable, and such LF OP Units or Redemption Shares may not be
               sold, transferred or assigned unless and to the extent permitted
               by, and in accordance with, the provisions of the LP Agreement or
               the FMP Organizational Documents, as applicable.


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<PAGE>

2.5      Information.

         (a)   Contributing Member has carefully reviewed this Agreement, the
               forms of the LP Agreement, the Charter and by-laws of FMP.
               Contributing Member has been provided an opportunity to ask
               questions of, and Contributing Member has received answers
               thereto satisfactory to Contributing Member from, FEA, the
               General Partner, the Partnership and FMP or their respective
               representatives regarding the terms and conditions of the
               transfer of the LF OP Units, and Contributing Member has obtained
               all additional information requested by Contributing Member of
               FEA, the General Partner, the Partnership and FMP and their
               respective representatives to verify the accuracy of all
               information furnished to Contributing Member regarding the
               transfer of the LF OP Units.

         (b)   Contributing Member is not relying on FEA, the General Partner,
               the Partnership or FEA or any of their respective subsidiaries,
               affiliates or any of their respective representatives or agents
               with respect to any tax or other economic considerations involved
               in connection with the LF OP Units or Redemption Shares.

         (c)   Contributing Member has been advised to consult with his or its
               tax, legal and other advisors regarding the transfer of the LF OP
               Units and its effects, the tax consequences of making and not
               making a subscription hereunder, and has obtained, in
               Contributing Member's judgment, sufficient information to
               evaluate the merits and risks of such subscription and
               investment.

         (d)   Contributing Member has not been furnished with and has not
               relied on any oral or written representation from any party other
               than his or its advisors in connection with the transfer of the
               LF OP Units that is not contained in this Agreement.

2.6      Economic and Liquidity Risk.

         (a)   Contributing Member has such knowledge and experience in
               financial and business matters such that Contributing Member is
               capable of evaluating the merits and risks of making a
               subscription for the LF OP Units, and that Contributing Member
               has evaluated the risks of investing in the LF OP Units and has
               determined that they are a suitable investment for Contributing
               Member.


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         (b)   Contributing Member understands that an investment in the LF OP
               Units or Redemption Shares is a speculative investment that
               involves very significant risks and tax uncertainties and that
               Contributing Member is prepared to bear all of the economic, tax
               and other risks of an investment in the LF OP Units or Redemption
               Shares for an indefinite period of time, and is able to withstand
               a total loss of Contributing Member's investment in the LF OP
               Units or Redemption Shares.

         (c)   Contributing Member has adequate net worth and no need for
               liquidity in his investment in the LF OP Units or Redemption
               Shares.

2.7      Eligibility; Accredited Investor Status. Contributing Member is an
         "accredited investor" as defined in Regulation D under the Securities
         Act. Contributing Member will, upon request, execute, deliver and/or
         provide any additional documents deemed by the General Partner, the
         Partnership or FMP to be necessary or desirable to confirm Contributing
         Members such status.

2.8      Ownership of the Contributed Stock.

         (a)   Contributing Member has good and marketable title to the
               Contributed Stock, free and clear of all pledges, claims, liens,
               restrictions, charges, encumbrances, security interests,
               conditional sales agreements and other obligations of any kind or
               nature. Contributing Member shall not sell, convey, assign or
               otherwise transfer all or any portion of the Contributed Stock
               prior to the Closing Date.

         (b)   Contributing Member is not and will not be (i) an "employee
               benefit plan" within the meaning of Section 3(3) of ERISA,
               whether or not subject to ERISA, (ii) a "plan" within the meaning
               of Section 4975 of the Internal Revenue Code of 1986, as amended
               (the "Code"), or (iii) any person or entity whose assets include
               or are deemed to include the assets of any such "employee benefit
               plan" or "plan" by reason of Section 2510.3-101 of the
               Regulations of the U.S. Department of Labor or otherwise.
               Contributing Member will, upon request, execute, deliver and/or
               provide any additional documents deemed by the General Partner,
               the Partnership, FMP or FEA to be necessary or desirable to
               confirm the foregoing.

2.9      Residence; Etc.  The signature pages attached to this Agreement
         correctly set forth

         (a)   if Contributing Member is a natural person, the principal
               residence of Contributing Member;

         (b)   if Contributing Member is a corporation, partnership, limited
               liability company, business trust or other entity (an "Entity"),
               the place of business (or, if there is more than one place of
               business, the chief executive office) of Contributing Member;

         (c)   if Contributing Member is an Entity other than a general
               partnership, the state of incorporation, organization or
               formation of Contributing Member;

         (d)   if Contributing Member is a trust (other than a business trust),
               the principal residence and place of business (or, if there is
               more than one place of business, the chief executive office) of
               each trustee of Contributing Member that is a natural person; and

         (e)   if Contributing Member is a trust (other than a business trust),
               the place of business (or, if there is more than one place of
               business, the chief executive office) and state of incorporation,
               organization or formation of each trustee of Contributing Member
               that is an Entity.


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2.10     Status as Foreign Person. Contributing Member is not a foreign person
         and is not owned directly or indirectly, in whole or in part, by a
         foreign person as determined for purposes of Section 1445 of the Code,
         and the regulations promulgated thereunder.

2.11     Continuing Efforts. Subject to the terms and conditions herein
         provided, Contributing Member covenants and agrees to use its best
         efforts to take, or cause to be taken, all actions and do, or cause to
         be done, all things necessary, proper and/or appropriate to consummate
         and make effective the transactions contemplated by this Agreement.

2.12     No Brokers or Finders. Contributing Member has not entered into any
         agreement and is not otherwise liable or responsible to pay any
         brokers' or finders' fees or expenses to any person or Entity with
         respect to this Agreement or the LF OP Units.

3.       Representations, Warranties and Covenants of FEA. FEA hereby
         acknowledges, represents and warrants to, and covenants and agrees
         with, Contributing Member that (and each representation and warranty
         set forth below shall be deemed remade as of the Closing Date):

3.1      Authority; Authorization; Execution and Delivery.

         (a)   FEA has full power and authority to enter into this Agreement and
               to consummate the transactions contemplated herein.

         (b)   The execution and delivery of this Agreement and the consummation
               by FEA of the transactions contemplated herein have been duly
               authorized by all necessary action on the part of FEA.

         (c)   This Agreement has been duly executed and delivered by FEA and
               constitutes the valid and legally binding obligations of FEA,
               enforceable against FEA in accordance with and subject to its
               terms, subject to applicable bankruptcy, insolvency, moratorium
               or other similar laws relating to creditors' rights and general
               principles of equity.

3.2      LF OP Units. Immediately prior to the Redemption, FEA will own the LF
         OP Units, free and clear of all liens, claims and encumbrances.

3.3      Commercially Reasonable Efforts. Subject to the terms and conditions
         herein provided, FEA covenants and agrees to use commercially
         reasonable efforts to take, or cause to be taken, all actions and do,
         or cause to be done, all things necessary, proper and/or appropriate to
         consummate and make effective the transactions contemplated by this
         Agreement.

4.       Survival. The representations, warranties, covenants and agreements
         contained in this Agreement and the Accredited Investor Questionnaire
         shall survive the consummation of the transactions contemplated herein.

5.       Conditions to Consummation by FEA. The obligations of FEA to consummate
         the Redemption are subject to the fulfillment of the conditions set
         forth in this Article 5, any one or more of which may be waived by the
         Partnership:

5.1      Closing of the IPO. The closing of the IPO shall have occurred.


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5.2      Mutual Performance. The mutual performance by the relevant parties of
         their obligations contained in the Subscription Agreement described in
         Schedule 1.

5.3      Representations, Warranties and Covenants. The representations and
         warranties of Contributing Member contained in this Agreement shall be
         true, correct and complete in all material respects on and as of the
         Closing Date with the same force and effect as though made on and as of
         such date unless expressly stated herein to be made as of a specified
         date. Contributing Member shall have performed in all material respects
         all obligations required to be performed by him or it under this
         Agreement at or prior to the Closing Date.

5.4      Non-Exercise of Alternative Transaction Election. The Partnership shall
         not have made the Alternative Transaction Election (hereinafter
         defined).

5.5      Closing Documents. Contributing Member shall have duly executed and
         delivered to FEA on or prior to the Closing Date all documents that are
         reasonably requested by FEA to effectuate the transactions contemplated
         hereby, including but not limited to the Subscription Documents.

6.       Conditions to Consummation by Contributing Member. The obligations of
         Contributing Member to consummate the Contribution and receive the LF
         OP Units pursuant to this Agreement are subject to the fulfillment of
         the following conditions(which may be waived by him or it):

6.1      Mutual Performance. The mutual performance by the relevant parties of
         their obligations contained in the Subscription Agreement described in
         Schedule 1.

6.2      Representations, Warranties and Covenants. The representations and
         warranties of FEA contained herein shall be true, correct and complete
         in all material respects on and as of the Closing Date with the same
         force and effect as though made on and as of such date unless expressly
         stated therein to be made as of a specified date. FEA shall have
         performed in all material respects all obligations required to be
         performed by it under this Agreement at or prior to the Closing Date.

7.       Indemnity.

7.1      Contributing Member hereby agrees to indemnify and defend the General
         Partner, the Partnership, FEA and FMP and their respective direct and
         indirect partners, members, shareholders, officers, directors and
         affiliates (each, an "Indemnified Party") against and to hold them
         harmless from any and all damage, loss, liability and expense incurred
         or suffered by any Indemnified Party arising out of or based upon the
         inaccuracy of any representation or warranty or breach of any covenant
         or agreement made or to be performed by Contributing Member pursuant to
         the Subscription Documents.

7.2      FEA hereby agrees to indemnify and defend the Contributing Member
         against any and all damage, loss, liability and expense incurred or
         suffered by it or him out of or based upon the inaccuracy of any
         representation or warranty or breach of any agreement made or to be
         performed by FEA pursuant to this Agreement.

8.       Power of Attorney; Amendments to Operating Agreement and LP Agreement.
         By executing this Agreement, Contributing Member hereby irrevocably
         constitutes and appoints the General Partner (or a substitute appointed
         by the Partnership) as his or its attorney-in-fact and agent with full
         power of substitution to take any and all actions and execute the LP
         Agreement and any and all such amendments to the LP Agreement and any
         other document and agreement relating to the LF OP Units or this
         Agreement, on Contributing Member's behalf and in Contributing Member's
         name, as the Partnership may deem necessary or desirable.


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9.       Alternative Transaction.

9.1      Notwithstanding anything contained herein, in lieu of the Contribution,
         the Partnership may, in its sole discretion, elect to cause the GP
         Corps to be acquired by FEA or its designee (the "Alternative
         Transaction Election") through merger, consolidation, acquisition,
         share exchange or other similar transaction (the "Alternative
         Transaction"), pursuant to which FMP will issue to Contributing Member,
         in lieu of the OP Units, a number of Common Shares equal to the number
         of LF OP Units that Contributing Member would have received had the
         Contribution been consummated. The Partnership shall effect the
         Alternative Transaction Election by providing written notice to the
         Contributing Member at any time prior to the Closing Date. The right of
         the Partnership to make the Alternative Transaction Election shall be
         subject to the satisfaction of each of the following: (x) the
         Partnership determines that the consummation of the Alternative
         Transaction would not require the consent of any third party (other
         than FEA, the General Partner, FMP, the Partnership or their respective
         affiliates), which consent is not obtained on or prior to the Closing
         Date, or constitute or result in a breach or default under, or conflict
         with or violate, any agreement or other undertaking, to which
         Contributing Member, the GP Corps or any of their respective affiliates
         are party or by which Contributing Member, the GP Corps or any of their
         respective affiliates are bound; or (y) the Alternative Transaction is
         reasonably likely not to result in the recognition of gain or loss for
         federal income tax purposes for the Contributing Member.

9.2      If Partnership makes the Alternative Transaction Election as permitted
         herein, the Contributing Member consents to the Alternative Transaction
         and agrees to take, or cause to be taken, all actions and do, or cause
         to be done, all things necessary, proper and/or appropriate to
         consummate and make effective the Alternative Transaction

10.      Termination. This Agreement shall terminate automatically if the
         Closing Date has not occurred within two years after the date of this
         Agreement.

11.      General Provisions.

11.1     Modification. Neither this Agreement nor any provisions hereof shall be
         waived, modified, discharged or terminated except by an instrument in
         writing signed by the party against whom any waiver, modification,
         discharge or termination is sought; provided that Contributing Member
         hereby agrees to future modifications of this Agreement as may be
         reasonably proposed by FEA, the General Partner, the Partnership or
         FMP, provided that such modifications do not have any negative impact
         on the tax position of Contributing Member.

11.2     Notices. All notices, requests and other communications hereunder must
         be in writing and will be deemed to have been duly given only if
         delivered personally or by facsimile transmission or mailed (first
         class postage prepaid) to the parties at the following addresses or
         facsimile numbers:

        If to Contributing Member:  Lawrence Feldman
                                    3225 North Central Avenue, Suite 1205
                                    Phoenix, Arizona 85012
                                    Facsimile:  602-277-7774


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<PAGE>

        If to the General Partner,  Insert applicable addressee:
        Partnership, FEA or FMP:    [Feldman Holdings Business Trust I]
                                    [Feldman Equities Operating Partnership, LP]
                                    [Feldman Mall Properties, Inc.]
                                    [Feldman Equities of Arizona, LLC]
                                    3225 North Central Avenue, Suite 1205
                                    Phoenix, Arizona 85012
                                    Attention:  Larry Feldman
                                    Facsimile:  602-277-7774

                                    in each case, with a copy to:

                                    Clifford Chance US LLP
                                    31 West 52nd Street
                                    New York, New York  10019
                                    Attention:  Jay L. Bernstein, Esq.
                                    Facsimile:  212-878-8375

All such notices, requests and other communications will (a) if delivered
personally to the applicable addressees as provided in this Section 11.2, be
deemed given upon delivery; (b) if delivered by facsimile transmission to the
applicable facsimile numbers as provided in this Section 11.2, be deemed given
upon receipt; and (c) if delivered by mail to the applicable addressees as
provided in this Section 11.2, be deemed given upon receipt or refusal (in each
case regardless of whether such notice, request or other communication is
received by any other Entity or person to whom a copy of such notice is to be
delivered pursuant to this Section 11.2). Any party from time to time may change
its address, facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other parties hereto
in accordance with this Section 11.2.

11.3     Binding Effect. Except as otherwise provided herein, this Agreement
         shall be binding upon and inure to the benefit of the parties and their
         heirs, executors, administrators, successors, legal representatives and
         permitted assigns. If Contributing Member is itself more than one
         person, the obligations of such persons shall be joint and several and
         the acknowledgements, representations, warranties, covenants and
         agreements herein contained shall be deemed to be made by and be
         binding upon each such person and his or her heirs, executors,
         administrators, successors, legal representatives and permitted
         assigns.

11.4     Entire Agreement. The Subscription Documents and the documents referred
         to therein contain the entire agreement of the parties with respect to
         the Redemption and the subscription by Contributing Member of the LF OP
         Units, and there are no representations, warranties, covenants or other
         agreements except as stated or referred to herein or therein.

11.5     Ambiguity. The parties hereto agree that any ambiguity with respect to
         the Redemption or the rights or obligations of the parties under this
         Agreement shall be resolved by the Board of Directors of FMP, which
         resolution shall be binding on the parties.

11.6     Assignability. This Agreement is not transferable or assignable by any
         party hereto. This Agreement shall be for the benefit of the parties
         hereto.

11.7     Applicable Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of Delaware.


                                       10
<PAGE>

11.8     Counterparts. This Agreement may be executed by facsimile signature and
         through the use of separate signature pages or in counterparts, and
         each of such counterparts shall, for all purposes, constitute one
         agreement binding on the parties hereto, notwithstanding that the
         parties hereto are not signatories to the same counterpart.

11.9     Further Assurances. Contributing Member will, from time to time,
         execute and deliver to the General Partner, the Partnership, FEA and/or
         FMP all such other and further instruments and documents and take or
         cause to be taken all such other and further action as the General
         Partner, the Partnership, FEA, and/or FMP may reasonably request in
         order to effect the transactions contemplated by this Agreement.
         Without limiting the foregoing, the General Partner, the Partnership or
         FMP may request from Contributing Member such additional information as
         it may deem necessary to evaluate the eligibility of Contributing
         Member to acquire the LF OP Units, and may request from time to time
         such information as it may deem necessary to determine the eligibility
         of Contributing Member to hold the LF OP Units or Redemption Shares or
         to enable the General Partner, the Partnership or FMP to determine
         Contributing Member's compliance with applicable regulatory
         requirements or tax status, and Contributing Member shall provide such
         information as may reasonably be requested.

11.10    Severability. If any term or provision of this Agreement shall to any
         extent be invalid or unenforceable, the remainder of this Agreement
         shall not be affected thereby, and each term and provision of this
         Agreement shall be valid and enforceable to the fullest extent
         permitted by law. Upon the determination that any term or other
         provision is invalid, illegal or incapable of being enforced, the
         parties shall negotiate in good faith to modify this Agreement so as to
         effect their original intent as closely as possible in an acceptable
         manner to the end that transactions contemplated hereby are fulfilled
         to the extent possible.

11.11    Specific Performance. The parties hereto acknowledge that there would
         be no adequate remedy at law if any party fails to perform any of its
         obligations hereunder, and accordingly agree that each party, in
         addition to any other remedy to which it may be entitled at law or in
         equity, shall be entitled to compel specific performance of the
         obligations of any other party under this Agreement in accordance with
         the terms and conditions of this Agreement.

11.12    Expenses. Each of the parties hereto agrees to pay the expenses
         incurred by it in connection with the negotiation, preparation, review,
         execution and delivery of this Agreement and the consummation of the
         transactions contemplated hereby, including the fees and expenses of
         counsel to such party.

         [The remainder of this page has been intentionally left blank.]


                                       11
<PAGE>



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

<TABLE>
<CAPTION>

THE GENERAL PARTNER:                                                    CONTRIBUTING MEMBER:
-------------------                                                     -------------------
<S>                                                                     <C>
FELDMAN HOLDINGS BUSINESS TRUST I,
a Massachusetts business trust

By:      __________________                                             ______________________
         Name:                                                          Lawrence Feldman
         Title:

THE PARTNERSHIP:                                                        FMP:
---------------                                                         ---

FELDMAN EQUITIES OPERATING PARTNERSHIP, LP,                             FELDMAN MALL PROPERTIES, INC.,
a Delaware limited partnership                                          a Maryland corporation

By:      Feldman Holdings Business Trust I,                             By: ________________________
         a Massachusetts business trust and its general partner             Name:
                                                                            Title:
         By: ________________________
             Name:
             Title:

FEA:
----

FELDMAN EQUITIES OF ARIZONA, LLC,
an Arizona limited liability company

By:      __________________
         Name:
         Title:

</TABLE>

                                       12
<PAGE>

                                                                       EXECUTION

                                   Schedule 1


1.   Feldman Partners, LLC Redemption Agreement dated as of August 13, 2004,
     among Feldman Partners, LLC, an Arizona limited liability company ("FP"),
     Feldman Equities of Arizona, LLC, an Arizona limited liability company
     ("FEA"), Feldman Equities Operating Partnership, LP, a Delaware limited
     partnership (the "Partnership"), Feldman Holdings Business Trust I, a
     Massachusetts business trust (the "General Partner"), and Feldman Mall
     Properties, Inc., a Maryland corporation ("FMP").

2.   Recapitalization Agreement dated as of August 13, 2004, among James Bourg,
     Scott Jensen, the Partnership and FMP.

3.   Subscription Agreement dated as of August 13, 2004, among the Partnership,
     FMP and FEA.

4.   Erhart Redemption Agreement dated as of August 13, 2004, among Jeffrey
     Erhart, FEA, the Partnership, the General Partner and FMP.

5.   Irrevocable Contribution Agreement dated as of August 13, 2004, among
     Lawrence Feldman, the Partnership, the General Partner, FMP and FEA.

6.   FEGP Merger Agreement dated as of August 13, 2004, among Feldman Equities
     General Partner Inc., a Pennsylvania corporation, Feldman Equities General
     Partner Merger Inc., a Pennsylvania corporation, FMP and FP.

7.   FHGP Merger Agreement dated as of August 13, 2004, among Feldman Harrisburg
     General Partner Inc., a Pennsylvania corporation, Feldman Harrisburg
     General Partner Merger Inc., a Pennsylvania corporation, FMP and FP.

<PAGE>

                                    EXHIBIT A

                                    FORM W-9

<TABLE>
<CAPTION>

------------------------  -------------------------------------------------------------  ----------------------------------------
<S>                       <C>                                                            <C>
SUBSTITUTE                Part 1 --  PLEASE  PROVIDE  YOUR  TIN  IN THE  BOX AT          Social Security
Form W-9                  RIGHT AND CERTIFY BY SIGNING AND DATING BELOW                  Number(s) or Employer
                                                                                         Identification Number

------------------------  -------------------------------------------------------------  ----------------------------------------
Department of             Part 2 -- Certification -- Under penalties of perjury, I certify that: (1) The number shown
The Treasury              on this form is my correct taxpayer identification number (or I am waiting for a number to Internal
Internal Revenue          Revenue be issued to me); (2) I am not subject to backup withholding because: (a) I am exempt from
Service                   Service backup withholding, or (b) I have not been notified by the ("IRS") that I am subject to
                          backup withholding as a result of failure to report all interest or dividends, or the IRS has
                          notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including
                          a U.S. resident alien).

------------------------  -------------------------------------------------------------  ----------------------------------------
Payer's                   Certification Instructions -- You must cross out item (2)      Part 3 --
Request for               above if you have been notified by the IRS that you are        Awaiting TIN
Taxpayer                  subject to backup withholding because you have failed to       |_|
Identification            report all interest and dividends on your tax return.
Number (TIN)              However, if after being notified by the IRS that you were
                          subject to backup withholding you received another
                          notification from the IRS that you are no longer subject
                          to backup withholding, do not cross out item (2).

------------------------  -------------------------------------------------------------  ----------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER (Applicable only if the box in Part 3 above is checked)

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have
mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service
Center or Social Security Administration office, or (b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number within sixty days, 28 percent of all reportable payments
made to me thereafter will be withheld until I provide a taxpayer identification number.

---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


----------------------
Lawrence Feldman

Date:  August 13, 2004
--------------------------------------------------------------------------------

<PAGE>

                              EXHIBIT A (CONTINUED)

--------------------------------------------------------------------------------

              FIRPTA AFFIDAVIT -- CERTIFICATE OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that (a) a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign
person and (b) a partnership must withhold tax with respect to certain amounts
that are allocable to or would otherwise be distributed to a foreign person that
owns an interest in such partnership. To inform FEA and the Partnership that
withholding of tax is not required, the undersigned hereby certifies the
following as of the date hereof and as of the Closing Date:

         1.    Contributing Member, if an individual, is not a nonresident
alien for purposes of U.S. income taxation, and if not an individual, is not a
foreign corporation, foreign partnership, foreign trust, or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax
Regulations);

         2.    Contributing Member, if not an individual, is not a
disregarded entity as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax
Regulations promulgated under the Internal Revenue Code.

         3. Contributing Member's Social Security Number (for individuals) or
Employer Identification Number (for non-individuals) is: _____________; and

         4. Contributing Member's address is: Lawrence Feldman, 3225 North
Central Avenue, Suite 1205, Phoenix, Arizona 85012.

In addition, Contributing Member agrees to inform FEA and the Partnership if he
or it becomes a foreign person at any time during the three year period
immediately following the date of this notice.

I understand that this certification may be disclosed to the Internal Revenue
Service by the Partnership or FEA and that any false statement I have made here
could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this certification and
to the best of my knowledge and belief it is true, correct and complete, and, if
this document is being signed on behalf of a Contributing Member that is not an
individual, I further declare that I have authority to sign this document on
behalf of Contributing Member.


----------------------
Lawrence Feldman

Date: August 13, 2004

--------------------------------------------------------------------------------

<PAGE>

                              EXHIBIT A (CONTINUED)
                        ACCREDITED INVESTOR QUESTIONNAIRE

         Contributing Member hereby represents and warrants that he, she or it
is an "Accredited Investor," as such term is defined in Rule 501 under
Regulation D of the Securities Act based upon the fact that he, she or it meets
at least one of the following requirements (check all that apply):

____ (1) he or she is a natural person whose individual net worth, or joint net
worth with that person's spouse, at the time of his or her purchase exceeds
$1,000,000; or

____ (2) he or she is a natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse in excess of $300,000 in each of those years and who has a reasonable
expectation of reaching the same income level in the current year; or

____ (3) it is a private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940; or

____ (4) it is a bank as defined in Section 3(a)(2) of the Securities Act, or a
savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary
capacity; a broker dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934; an insurance company as defined in Section 2(13) of the
Securities Act; an investment company registered under the Investment Company
Act of 1940 or a business development company as defined in Section 2(a)(48) of
that Act; a Small Business Investment Company licensed by the United States
Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; a plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan has total
assets in excess of $5,000,000; or an employee benefit plan within the meaning
of the Employee Retirement Income Security Act of 1974, if the investment
decision is made by a plan fiduciary, as defined in Section 3(21) of such Act,
which is either a bank, savings and loan association, insurance company, or
registered investment adviser, or if the employee benefit plan has total assets
in excess of $5,000,000 or, if a self-directed plan, with investment decisions
made solely by persons that are accredited investors; or

____ (5) it is an organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business trust, or Company,
not formed for the specific purpose of acquiring the LF OP Units, with total
assets in excess of $5,000,000; or

____ (6) it is a trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the LF OP Units, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the
Securities Act; or

____ (7) it is an Entity in which all the equity owners are Accredited Investors
under any one of items (1) through (6) above.

Capitalized terms not defined herein shall have the meaning ascribed to such
terms in that certain Irrevocable Redemption Agreement dated as of August 13,
2004, among Feldman Equities Operating Partnership, LP, Lawrence Feldman,
Feldman Equities of Arizona, LLC, Feldman Holdings Business Trust I and Feldman
Mall Properties, Inc.


----------------------
Lawrence Feldman

Date: August 13, 2004