Exhibit 10.4

                                    AGREEMENT


          Agreement dated as of October 23, 1998, by and among Chelsea GCA
Realty Partnership, L.P., a Delaware limited partnership ("Chelsea"), Chelsea
GCA Realty, Inc., a Maryland corporation ("Chelsea, Inc."), Simon Property
Group, L.P., a Delaware limited partnership ("Simon"), Simon/Chelsea Houston
Development L.P., a Texas limited partnership (the "Partnership"), Mills Texas
Acquisitions Limited Partnership, a Delaware limited partnership ("Mills"), The
Mills Limited Partnership, a Delaware limited partnership ("Mills LP"), The
Mills Corporation, a Delaware corporation, and Simon Property Group (Texas) L.P.
("Simon Texas").

                              W I T N E S S E T H :

          WHEREAS, the parties hereto have been involved in a dispute relating
to the construction by the Partnership of a shopping center in Harris County,
Texas (the "Center"); and

          WHEREAS, the parties are involved in a lawsuit brought by Mills LP
against various parties, including Chelsea and Simon, filed in the 334th
Judicial District of Harris County, Texas, Docket Number 98-40212 (the
"Lawsuit"); and

          WHEREAS, the Lawsuit includes allegations, which the defendants
dispute, that defendants, in developing the Center, were engaged in tortious
interference with a contract, tortious interference with prospective business
relations and utilization of confidential information of Mills LP; and

          WHEREAS, S/C Houston Development LLC, a Delaware limited liability
company ("Houston Development"), is the sole general partner of the Partnership,
and Chelsea Texas Holdings, LLC, a Delaware limited liability company ("Chelsea
Texas") whose sole member is Chelsea, and Simon Texas owned by Simon and
Affiliates (as defined herein), are the sole limited partners of the
Partnership; and

          WHEREAS, Chelsea and Simon Texas are the sole members of Houston
Development; and

          WHEREAS, the parties hereto desire to settle the Lawsuit and any and
all claims relating thereto, and therefore to have Mills purchase Chelsea's
interest in the Center and to have Chelsea agree to be bound by, and continue to
comply with, the restrictive covenant provision contained herein;

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

          1. ACQUISITION OF INTEREST. Chelsea hereby sells, transfers and
assigns to Mills all of its right, title and interest in and to Houston
Development and Chelsea Texas, which constitute all the interests, direct and
indirect, of Chelsea and its Affiliates in and to the Partnership so that Mills
owns Chelsea Texas which is a limited partner in the Partnership and a member of
Houston Development. It is the intent of Chelsea and its Affiliates to transfer
to Mills all of their interests and rights in the Center. In addition, Chelsea
hereby transfers and assigns and agrees to deliver to Houston Development that
certain promissory note dated August 12, 1998 in the principal amount of up to
$30,000,000, that certain Deed of Trust executed by the Partnership to John M.
Nolan, as trustee for the benefit of Chelsea, dated August 12, 1998 and all
other documents executed in connection therewith. Any amounts drawn down under
the note are included in the Maximum (as defined herein). Simon and Simon Texas
hereby consent to such transfers, which consent is subject to execution and
delivery of the S/M Agreement (as defined herein), in form and substance
satisfactory to Simon in its sole and absolute discretion. In consideration
thereof, Mills hereby agrees to reimburse Chelsea for all direct expenses
incurred by Chelsea in connection with the Center (including costs incurred by
Chelsea relating to the Lawsuit) (the "Chelsea Expenses") and 50% of all third
party development and construction costs incurred by Chelsea on behalf of the
Partnership or by the Partnership with respect to the Center on or prior to the
date hereof, including, but not limited to, fees and expenses paid or incurred
in connection with the acquisition of the land upon which the Center was to be
constructed (including the cost of the land), architects, consultants, advisors,
appraisers, title insurers, surveyors, attorneys, engineers, construction loan
financing and any other third parties (collectively, the "Third Party
Expenses"); provided, however, that the Chelsea Expenses and 50% of the Third
Party Expenses shall not exceed an aggregate of $9,137,500 (the "Maximum"). The
Chelsea Expenses and Third Party Expenses include all expenses anticipated to be
incurred in connection with the termination or cancellation of all contracts and
leases entered into by Chelsea on behalf of the Partnership or by the
Partnership with respect to the Center. The Maximum does not include the
obligations of the Partnership set forth on Schedule A attached hereto which are
to be performed after the date hereof and for which Chelsea shall not have any
further liability. Chelsea shall terminate all existing contracts relating to
the construction of the Center, including all tenant leases; provided, however,
that if the Partnership requests that Chelsea not terminate a contract, then
Chelsea shall not terminate such contract and it shall not have any further
liability with respect to such contract for matters which occur after the date
hereof. Nothing in this Agreement shall prohibit Mills LP or its Affiliates from
entering into leases with any tenants whose leases were terminated hereunder.
Mills is herewith wire transferring to an account designated by Chelsea, in
immediately available funds, the Maximum. In addition, as additional
consideration for Chelsea transferring its interest in the Partnership to Mills,
Mills is herewith wire transferring to an account designated by Chelsea, in
immediately available funds, the amount of $2,500,000. If Chelsea for accounting
purposes reports a gain on the sale of its interests hereunder, then the amount
of such gain shall promptly be paid to Mills or Mills may set-off such amount
against any Annual Payments. Chelsea and Simon severally represent and warrant
to Mills and each other as follows: (i) neither they nor the Partnership has any
obligations to construct the Center or any other facility at such location; (ii)
the fourth and fifth recitals are true and correct; (iii) the option to acquire
additional land has not been exercised; (iv) they are not in breach or violation
of the agreement of limited partnership for the Partnership or the operating
agreement for Houston Development or any other agreements between Chelsea, Simon
or the Partnership with respect to the Center; (v) each of them is responsible
for 50% of the costs relating to the Center incurred prior to the date hereof,
including anticipated costs and the termination costs involved in connection
with the leases and contracts and the payment to the lender if the loan
commitment is not closed, and (vi) each of them has not taken any action to
encumber the assets of the Partnership, except for the existing deed of trust.
Chelsea further covenants with Simon that it will use, to the extent not already
paid directly to third parties, the reimbursement received from Mills to pay
Chelsea's 50% obligations of the costs relating to the Center referenced in
clause (v) above. Each of Simon and Chelsea agrees to indemnify the other for
all costs incurred in excess of their 50% share. Chelsea represents and warrants
to Mills that it and its Affiliates are transferring the interests contained in
this Section 1 free and clear of all taxes, claims, liens and security interests
and that no consents are needed to transfer the same, except for the consent of
Simon and Simon Texas.

          2. RESTRICTIVE COVENANT PAYMENTS. Ancillary to the transfer of
Chelsea's interest in the Partnership and the Center and in settlement of the
Lawsuit, the parties have agreed to enter into the restrictive covenant (the
"Restrictive Covenant") contained in Section 3 hereof. Notwithstanding anything
to the contrary contained herein, nothing contained herein shall constitute an
admission by Chelsea or Simon of any liability under the Lawsuit. As
consideration of Chelsea's agreement to enter into the Restrictive Covenant
contained in Section 3 hereof and Chelsea's annual satisfaction of such
covenant, Mills agrees to pay to Chelsea $3,000,000 for such covenant on the
date hereof, by wire transfer to an account designated by Chelsea, in
immediately available funds, and four annual payments of $4,600,000 each on each
of January 2, 1999, January 2, 2000, January 2, 2001 and January 2, 2002, as
adjusted below (the "Annual Payments"), for Chelsea's annual satisfaction of the
covenant contained in Section 3 hereof for each respective calendar year
containing each such payment date; provided, however, that each Annual Payment
shall not exceed 3-1/2% of the gross revenues projected by Chelsea to be
received in the year in which such Annual Payment is to be made (the "3-1/2%
Amount"); provided, further, however, that (i) if the Annual Payment is limited
by the 3-1/2% Amount in a given year, then the excess of the Annual Payment for
such year (without regard to the limitation) over the 3-1/2% Amount shall be
treated as an addition to the Annual Payment in respect of the next succeeding
year, so long as such next succeeding year is prior to calendar year 2004, and
shall be payable in the same manner (and subject to the same limitation) as the
Annual Payment, and (ii) if prior to the end of a year Chelsea shall have
determined that the amount paid to Chelsea in any year as the Annual Payment for
such year exceeded or will exceed the 3-1/2% Amount (as calculated based on
updated projections for such year), such excess shall promptly be paid by
Chelsea to Mills, with interest at the rate of 6% per annum, and then such
excess shall be treated as an addition to the Annual Payment in respect of the
next succeeding year, subject to the provisions of clause (i) above. Chelsea
agrees to notify Mills on or prior to December 15 of each year if the Annual
Payment with respect to the payment to be made on January 2 of the following
year is projected to exceed the 3-1/2% Amount. The Annual Payments to be paid to
Chelsea shall be secured by shares of Common Stock (the "Common Stock") of The
Mills Corporation having a market value on the date hereof of $21,160,000 (the
"Escrowed Shares"), which Escrowed Shares are being placed in escrow pursuant to
an Escrow Agreement (the "Escrow Agreement") being executed concurrently
herewith. Based on the market price of a share of Common Stock on the date
hereof, 1,007,620 shares of Common Stock initially are being deposited by The
Mills Corporation in escrow; provided, however, that if during the term of the
Escrow Agreement the Market Value (as defined in the Escrow Agreement) of the
Escrowed Shares for the 20 consecutive trading days preceding December 15 of any
year shall fall below 115% of the Annual Payments remaining to be made
(calculated solely for this purpose without any limitation on the amount
thereof) (the "Remaining Annual Payments"), then The Mills Corporation, within
10 days thereafter, shall deposit into escrow additional shares of Common Stock
so that the Market Value at that time will equal 115% of the Remaining Annual
Payments. The Mills Corporation agrees that if any Escrowed Shares are to be
released to Chelsea from escrow, at the time of such release such Escrowed
Shares will be registered for resale by Chelsea pursuant to a Registration
Rights Agreement being executed concurrently herewith. The Mills Corporation
represents and warrants to Chelsea that the Escrowed Shares are (i) duly
authorized, validly issued, fully paid and non-assessable and free and clear of
all taxes, claims, liens and security interests, (ii) will be listed in the
United States (subject to notice of issuance) on all stock exchanges, including
the Nasdaq Stock Market, if any, on which the Common Stock is listed at the time
of issuance and (iii) when and if released from the Escrow Agreement to Chelsea,
Chelsea will acquire good and marketable title thereto, free and clear of all
taxes, claims, liens and security interests. At any time while Annual Payments
are payable, Mills shall have the right to replace the Escrowed Shares by an
irrevocable letter or letters of credit (the "Letter of Credit") in the
aggregate original face amount of the Remaining Annual Payments, in form and
substance satisfactory to Chelsea, which Letter of Credit shall provide for (x)
four equal annual draw downs in each of January 1999, January 2000, January 2001
and January 2002 or (y) four separate letters of credit expiring seriatim on
each of January 31, 1999, January 31, 2000, January 31, 2001 and January 31,
2002. Upon issuance of the Letter of Credit, the Escrow Agreement will be
terminated. The payment of the additional consideration provided for in this
Section 2 is conditioned upon the continued performance by Chelsea of the
obligations under Section 3 through December 31, 2002. Mills shall not have the
right to set-off or deduct from any Annual Payments any amounts allegedly owed
to Mills by Chelsea arising out of Chelsea's breach of its indemnification
obligations contained in this Agreement unless and until Mills shall have
delivered to Chelsea at least 10 days prior written notice setting forth the
terms of Chelsea's alleged breach and, thereafter, Mills deposits the amount of
such claimed breach in an escrow account with a bank or financial institution.

          3. RESTRICTIVE COVENANT. The parties acknowledge that this Agreement
arises out of a Lawsuit challenging the right of Chelsea and Simon to build the
Center allegedly in contravention of Mills' rights, which Chelsea and Simon
dispute, and that it is necessary to enter into this Restrictive Covenant to
further the goals of the settlement of the Lawsuit. Chelsea agrees with Mills,
Simon and the Partnership that for a period commencing on the date hereof and
terminating December 31, 2002, that it shall not directly or indirectly or
through any Affiliate, own any interest in, manage, operate or control any
Chelsea-type center, manufacturers outlet center or "Mills-type center" (which
Mills-type center means a center substantially similar in the mix of tenants to
the projects owned and operated by Mills or its Affiliates on the date hereof)
(collectively the "Restricted Centers") within the radius of the site of the
Center (the "Territory") as specified below; provided, however, that the
foregoing (i) shall not prevent Chelsea from investing in securities if such
class of securities in which the investment is so made is listed on a national
securities exchange or is issued by a company registered under Section 12(g) of
the Securities Exchange Act of 1934, so long as such investment holdings do not,
in the aggregate, constitute more than 5% of the voting stock of any company's
securities, (ii) shall not apply to any Restricted Centers owned or acquired by
any entity which is not an Affiliate of Chelsea and which acquires substantially
all the assets of Chelsea or into which Chelsea is consolidated or merged or
(iii) shall not apply to any Restricted Centers owned or acquired by an entity
acquired by Chelsea; provided, further, however, that subclauses (ii) and (iii)
shall not permit the development or redevelopment of Restricted Centers by such
entities. The radius of the Territory shall be as follows: (i) until December
31, 1999, 50 miles, (ii) thereafter until December 31, 2000, 40 miles, (iii)
thereafter until December 31, 2001, 30 miles and (iv) thereafter 20 miles. If
Chelsea or any Affiliate violates any provisions of this Section 3, Mills shall
be relieved of any further obligation to pay any unpaid amounts due under
Section 2 hereof; provided, however, that if such violation occurs on or prior
to December 31, 2000, then in addition Chelsea shall also pay to Mills the
lesser of (i) $12,200,000 or (ii) all amounts previously paid to Chelsea
pursuant to Section 2 of this Agreement; provided, further, however, that
Chelsea shall not have any further liability for such violation. The parties
agree that the amounts to be paid upon violation of this Restrictive Covenant
are liquidated damages and not a penalty and that actual damages that can
reasonably be anticipated as the result of a breach are difficult to ascertain
at the date of this Agreement, but these amounts are a reasonable estimate of
the actual damages that Mills would incur. In addition, Mills shall also have
the right to seek injunctive relief. If any of Mills, Simon or the Partnership
institutes a lawsuit or seeks arbitration relating to the violation of this
Restrictive Covenant and is successful, Chelsea shall be responsible for the
attorneys fees and expenses of Mills, Simon or the Partnership.

          4. INDEMNIFICATION. Subject to Chelsea's compliance with its
obligation to pay for 50% of the Partnership's costs as set forth in Section 1
hereof, the Partnership hereby agrees to indemnify and hold Chelsea harmless
from and reimburse Chelsea for all matters to the extent such matters accrue or
arise from conduct or events arising after the date hereof, including any
obligations set forth on Schedule A hereto. Chelsea hereby agrees to indemnify
and hold Mills and its Affiliates harmless from any and all matters relating to
the Center (including, without limitation, liabilities, claims of tenants and
expenses in excess of the Maximum) to the extent such matters accrue or arise
from conduct or events on or prior to the date hereof except for those matters
set forth on Schedule A; provided, however, that Chelsea will not have any
liability hereunder for incremental expenses resulting from any action taken by
Mills or the Partnership after the date hereof.

          5. LAWSUIT. Promptly after the execution of this Agreement, the
parties will dismiss the Lawsuit with prejudice and without costs, and file all
appropriate documents to effectuate this.

               5A. MILLS LP RELEASE. Mills LP releases and discharges each of
the parties to this Agreement, its parents, subsidiaries, Affiliates,
predecessors, successors, assigns, present and former employees, officers,
directors, agents, attorneys and insurers (collectively, "Mills Releasees") from
all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, liens,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims and demands whatsoever, in law or equity, which
Mills LP ever had, now have or hereafter can, shall or may have, for, upon, or
by reason of any matter, cause or thing arising out of or relating to the facts
asserted in the Lawsuit, any claims or counterclaims relating to the Center that
could have been asserted in the Lawsuit, and any facts occurring on or before
the date of this Agreement relating to permitting or other governmental
approvals for development at the Center site. Notwithstanding the foregoing,
nothing in this release shall affect any claim or right Mills LP may have (a)
under this Agreement, (b) under the Joint Venture Agreement between Mills LP and
Simon dated November 30, 1995 concerning any shopping center development other
than the Center, (c) under the Agreement ("S/M Agreement") between Mills LP,
Simon Texas and Simon dated the date hereof or (d) against Simon for any matters
relating to the Partnership or Houston Development occurring on or prior to the
date hereof.

               5B. CHELSEA RELEASE. Chelsea and Chelsea, Inc. release and
discharge each of the parties to this Agreement, its parents, subsidiaries,
Affiliates, predecessors, successors, assigns, present and former employees,
officers, directors, agents, attorneys and insurers (collectively, "Chelsea
Releasees") from all actions, causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
liens, controversies, agreements, promises, variances, trespasses, damages,
judgments, extents, executions, claims and demands whatsoever, in law or equity,
which Chelsea or Chelsea, Inc. ever had, now have or hereafter can, shall or may
have, for, upon, or by reason of any matter, cause or thing arising out of or
relating to the facts asserted in the Lawsuit, any claims or counterclaims
relating to the Center that could have been asserted in the Lawsuit, and any
facts occurring on or before the date of this Agreement relating to permitting
or other governmental approvals for development at the Center site.
Notwithstanding the foregoing, nothing in this release shall affect any claim or
right Chelsea or Chelsea, Inc. may have (a) under this Agreement or (b) against
Simon for any matters relating to the Partnership or Houston Development
occurring on or prior to the date hereof.

               5C. SIMON RELEASE. Simon releases and discharges each of the
parties to this Agreement, its parents, subsidiaries, Affiliates, predecessors,
successors, assigns, present and former employees, officers, directors, agents,
attorneys and insurers (collectively, "Simon Releasees") from all actions,
causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, liens, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims and demands whatsoever, in law or equity, which Simon ever
had, now have or hereafter can, shall or may have, for, upon, or by reason of
any matter, cause or thing arising out of or relating to the facts asserted in
the Lawsuit, any claims or counterclaims relating to the Center that could have
been asserted in the Lawsuit, and any facts occurring on or before the date of
this Agreement relating to permitting or other governmental approvals for
construction of the Center site. Notwithstanding the foregoing, nothing in this
release shall affect any right Simon may have (a) under this Agreement, (b)
under the Joint Venture Agreement between Mills LP and Simon dated November 30,
1995 concerning any shopping center development other than the Center, (c) under
the S/M Agreement or (d) against Chelsea for any matters relating to the
Partnership or Houston Development occurring on or prior to the date hereof.

               5D. CAPACITY OF PARTIES. The provisions of this Agreement shall
apply to all parties both directly and indirectly; accordingly, if a party is
subject to a restriction, has undertaken an obligation or has granted a right
pursuant to the provisions of this Agreement, then every current or future
Affiliate of such party shall be subject to the same provisions of this
Agreement (i.e., such party cannot avoid a provision of this Agreement by acting
through an Affiliate.) For purposes of this Agreement, "Affiliate" shall have
the same meaning as contained in Rule 144 under the Securities Act of 1933, as
amended, which term includes David Bloom.

          6. CONFIDENTIALITY. All leasing information provided by Chelsea
relating to the Center shall remain the confidential and proprietary information
of Chelsea and neither Mills nor Simon shall, directly or indirectly, without
the prior consent of Chelsea, use or disclose to any other person or entity any
of such leasing information, except as required by law or except for information
disclosed to Mills or Simon by a source other than Chelsea who, to the knowledge
of Mills or Simon, was not restricted from disclosing such information;
provided, however, that Simon shall have the right to use leasing information of
which it has knowledge for any purpose with respect to development at other
locations. Mills hereby agrees and acknowledges that confidential leasing
information disclosed by Chelsea to Simon will not be disclosed to Mills by
Simon.

          7. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their successors and permitted assigns,
the Mills Releasees, Simon Releasees and Chelsea Releasees; provided, however,
that Mills may not assign its rights or obligations hereunder without the
consent of Chelsea and Simon, except that Mills may assign its right to acquire
the interests specified in Section 1 to an Affiliate, which assignment shall not
release Mills from any of its obligations hereunder.

          8. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties with respect to its subject matter and may only be changed
by a writing signed by the party to be charged.

         9. NOTICES. All notices, requests, demands, documents and other
communications given or due hereunder shall hereafter be made in writing and
shall be deemed to have been duly given when hand delivered, when received if
sent by telecopier or by same day or overnight recognized commercial courier
service or three business days after being mailed by certified or registered
mail, return receipt requested, postage prepaid:

         If to Simon or Simon Texas:
                                             Simon Property Group, L.P.
                                             National City Center
                                             115 West Washington Street
                                             Indianapolis, Indiana 46204
                                             Attn:  Chief Executive Officer

         with a copy to:
                                             Simon Property Group, L.P.
                                             National City Center
                                             115 West Washington Street
                                             Indianapolis, Indiana 46204
                                             Attn:  General Counsel

         If to Mills or Mills LP:
                                             The Mills Corporation
                                             1300 Wilson Blvd., Suite 400
                                             Arlington, Virginia 22209
                                             Attn:  President

         with a copy to:
                                             The Mills Corporation
                                             1300 Wilson Blvd., Suite 400
                                             Arlington, Virginia 22209
                                             Attn:  General Counsel


         If to Chelsea or Chelsea, Inc.:
                                             Chelsea GCA Realty Partnership,
                                             L.P.
                                             103 Eisenhower Parkway
                                             Roseland, New Jersey 07068
                                             Attn:  Chairman of the Board

         with a copy to:
                                             Martin H. Neidell, Esq.
                                             Stroock & Stroock & Lavan LLP
                                             180 Maiden Lane
                                             New York, New York 10038

          10. NO THIRD PARTY BENEFICIARIES. This Agreement does not create, and
shall not be construed as creating, any rights enforceable by any person not a
party to this Agreement, except (a) those designated as Mills Releasees, Chelsea
Releasees or Simon Releasees under Section 5A, 5B and 5C hereof and (b) as
provided in Section 5D and Section 7 hereof. Without limiting the foregoing, it
is agreed that Westside and its Affiliates and Cinemark and its Affiliates are
not third party beneficiaries of this Agreement.

          11. HEADINGS. The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning hereof.

          12. INTERPRETATION. Except for the Restrictive Covenant contained in
Section 3 (which is provided for below), if any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provisions had never been contained herein. Moreover, if any one or more of the
provisions contained in this Agreement, except for the Restrictive Covenant
contained in Section 3 (which is provided for below), shall for any reason be
held to be excessively broad as to duration, geographical scope, activity or
subject, that provision shall be construed by limiting and reducing it, so as to
cause it to be enforceable to the extent compatible with applicable law.
Notwithstanding the foregoing provisions of this Section 12 if Chelsea violates
the original terms of the Restrictive Covenant contained in Section 3 (whether
or not the Restrictive Covenant contained in Section 3 is held to be invalid,
illegal or unenforceable in any respect or is held to be excessively broad as to
duration, geographical scope, activity or subject), Mills shall be relieved of
any further obligation to pay any unpaid amounts due under Section 2 hereof;
provided, however, that if such violation occurs on or prior to December 31,
2000, then Chelsea shall also pay to Mills the lesser of (i) $12,200,000 or (ii)
all amounts previously paid to Chelsea pursuant to Section 2 of this Agreement
and Chelsea shall not have any further liability in damages; provided further,
however, that if Chelsea continues to abide by the original terms of the
Restrictive Covenant set forth herein, Mills shall continue to make the payments
set forth in Section 3 hereof.

          13. COUNTERPARTS. This Agreement may be executed in counterparts, all
of which together shall constitute one agreement binding on all of the parties
hereto, notwithstanding that all such parties are not signatories to the same
counterpart.

          14. ARBITRATION. Mindful of the high cost of litigation, not only in
dollars but time and energy as well, the parties intend to and do hereby
establish a quick, final and binding out-of- court dispute resolution procedure
to be followed in the unlikely event any controversy should arise out of or
concerning the performance of this Agreement. Accordingly, the parties do hereby
covenant and agree that any controversy, dispute or claim of whatever nature
arising out of, in connection with or in relation to the interpretation,
performance or breach of this Agreement, including any claim based on contract,
tort or statute, other than injunctive relief for which a court action may be
commenced, shall be settled, at the request of any party to this Agreement,
through arbitration by a dispute resolution process administered by
Jams/Endispute or any other mutually agreed upon arbitration firm involving
final and binding arbitration conducted in New York, New York, administered by
and in accordance with the then existing rules of practice and procedure of such
arbitration firm and judgment upon any award rendered by the arbitrator may be
entered by any state or federal court having jurisdiction thereof. Nothing in
this Agreement shall prevent Mills, Simon or the Partnership at any time from
seeking injunctive relief, either instead of, or in addition to, any other
remedy provided for herein.

          15. FURTHER ASSURANCES. Each party agrees at any time and from time to
time after the date hereof, upon the reasonable request of any party, to do,
execute, and deliver all such further documents as may be required to carry out
the terms of this Agreement. In addition promptly after the date hereof, Chelsea
shall deliver to Simon, on behalf of the Partnership, all documents (other than
leasing information) in its possession relating to the Center. Mills agrees that
Simon shall be entitled to receive all documents on behalf of the Partnership.

          16. GOVERNING LAW. This Agreement and its validity, construction and
performance shall be governed in all respects by the internal laws of the State
of Delaware without giving effect to any principles of conflict of laws.

          17. EXPENSES. Each of the parties to this Agreement shall bear its own
costs and expenses relating to the execution and delivery of this Agreement,
including its legal fees and expenses, and that none of such costs and expenses
are Partnership obligations. In any dispute under this Agreement, whether in an
arbitration or action at law or in equity, the prevailing party shall be
entitled to be reimbursed for its legal fees and expenses.


<PAGE>

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

                             CHELSEA GCA REALTY PARTNERSHIP, L.P.

                             By: Chelsea GCA Realty, Inc., its General Partner


                             By:______________________________


                             CHELSEA GCA REALTY, INC.


                             By:______________________________


                             SIMON PROPERTY GROUP  L.P.

                             By: Simon Property Group, Inc., its General Partner


                             By:______________________________


                             SIMON PROPERTY GROUP (TEXAS) L.P., a Texas  
                             limited partnership


                             By:  GOLDEN RING MALL COMPANY LIMITED
                                  PARTNERSHIP, an Indiana limited partnership,
                                  General Partner

                                  By: SIMON PROPERTY GROUP
                                      (DELAWARE), INC., a Delaware
                                      corporation, General Partner


                                      By:_______________________________
                                      Its:_______________________________


                             SIMON/CHELSEA HOUSTON DEVELOPMENT,
                             L.P., a Texas limited partnership

                             By: S/C Houston Development LLC, a Delaware
                                 limited liability company, its General Partner

                                 By: Chelsea GCA Realty Partnership, L.P.,
                                     a Delaware limited partnership, its
                                     Operating Member

                                     By:  Chelsea GCA Realty, Inc., a Maryland
                                          corporation, its General Partner


                                          By:_____________________________
                                             Name:
                                             Title:

                             MILLS TEXAS ACQUISITIONS LIMITED
                             PARTNERSHIP

                             By: Mills Texas Acquisitions, L.L.C., its
                                 General Partner

                             By: The Mills Limited Partnership, its Manager

                             By: The Mills Corporation, its General Partner


                             By:________________________________
                                 Thomas E. Frost, Senior Vice President


                             THE MILLS LIMITED PARTNERSHIP

                             By: The Mills Corporation, its General Partner


                             By:_________________________________


                             THE MILLS CORPORATION


                             By:_________________________________