<PAGE>

         AMENDED AND RESTATED PAYOFF AGREEMENT

THIS AMENDED AND RESTATED PAYOFF AGREEMENT 
("Agreement") is made and entered as of the 30th day of 
January, 1998, into by and between FOGELMAN 
ENTERPRISES, L.P., a Delaware limited partnership 
("FELP"), AVRON B. FOGELMAN, an individual resident of 
Memphis, Tennessee ("ABF" and together with FELP, the 
"General Partners") and FOGELMAN MORTGAGE L.P. I, a 
Tennessee limited partnership ("FMLP").

                     RECITALS:

A.   FMLP is the holder of two mortgage loans 
(collectively, the "Mortgage Loans"): (1) a loan (the 
"Pointe Royal Loan") in the face amount of $22,745,000 
made to FPI Royal View, Ltd., L.P. ("Royal View"), 
which is secured by a first mortgage and related 
security documents encumbering the Pointe Royal 
Apartments, which is a 437 unit residential rental 
property located in Overland Park, Kansas (the "Pointe 
Royal Property"); and (2) a loan (the "Westmont Loan") 
in the face amount of $23,320,000 made to FPI 
Chesterfield, L.P. ("Chesterfield" and together with 
Pointe Royal, the "Partnerships"), which is secured by 
a first mortgage and related security documents that 
encumber the Westmont Apartments, a 489 unit 
residential rental property located in Chesterfield, 
Missouri (the "Westmont Property" and together with the 
Pointe Royal Property, the "Properties").

B.   The Pointe Royal Loan matures on April 23, 
1999, and the Westmont Loan matures on July 8, 1999.

C.   Each of the Mortgage Loans is a non-recourse 
loan that bears interest (the "Basic Interest") at 9.5% 
per annum.  The Basic Interest is payable monthly in an 
amount equal to 100% of the Property Cash Flow (as 
defined in the documents evidencing and securing the 
Mortgage Loans), and to the extent that the Property 
Cash Flow is insufficient to pay the Basic Interest, 
the difference between the Basic Interest calculated at 
9.5% per annum and the Property Cash Flow accrues and 
bears interest at 9.5% compounded annually.

D.   In addition to the Basic Interest, contingent 
interest is payable from any Property Cash Flow or the 
proceeds of a sale or refinancing of the Properties as 
follows: (1) 75% thereof until the Basic Interest plus 
contingent interest results in a yield of 10.75% per 
annum on each respective Mortgage Loan; (2) 50% of the 
remaining balance until the Basic Interest plus 
contingent interest results in a yield of 12.75% per 
annum on each respective Mortgage Loan; and (3) 25% of 
the remaining balance thereof.

E.   Under the terms of the documents (the "Loan 
Documents") evidencing and securing the Mortgage Loans, 
the entire principal balance, together with accrued and 
unpaid interest, is due and payable on the respective 
maturity date of each of the Mortgage Loans.

F.   ABF and FELP are the general partners of each 
of the Partnerships.

<PAGE>

G.   CIGNA Investments, Inc. ("CIGNA") has issued 
commitments to affiliates of the General Partners 
respecting two first mortgage loans (the "CIGNA Loans") 
secured by the Properties, which such loans will be 
cross-collateralized.  A description of the CIGNA Loans 
is provided on Exhibit "A" attached hereto.

H.   General Electric Capital Corporation ("GECC") 
has issued a commitment to an affiliate of the General 
Partners respecting the terms and conditions of an 
equity investment (the "GECC Equity") with respect to 
the Properties.  A description of the GECC Equity is 
provided on Exhibit "A" attached hereto.

I.   The CIGNA Loans and the GECC Equity, together 
with funds provided by FELP or its affiliates, will 
enable the Payoff Amount (hereinafter defined) to be 
paid in full satisfaction of the obligations of the 
Partnerships in respect of the Mortgage Loans.

J.   In order to fix the interest rate payable in 
respect of the CIGNA Loans and to commence its formal 
application and due diligence process, CIGNA has 
required the payment of $410,000; and the completion of 
the process required the payment of an additional 
$410,000. Furthermore, GECC required that FELP agree to 
commit to pay its expenses in connection with its 
formal due diligence and approval process.  FELP was 
willing to commit such amounts only if FMLP agreed to 
accept the Payoff Amount in full satisfaction of the 
Mortgage Loans.

K.   Through its general partner, Prudential-Bache 
Properties, Inc. ("PBP"), FMLP has advised FELP that 
FMLP will accept the Payoff Amount in full satisfaction 
of the Mortgage Loans, if (1) FMLP obtains a written 
opinion (the "Fairness Opinion") in form and substance 
satisfactory to PBP from a financial advisory firm to 
the effect that the transactions (the "Transactions") 
contemplated in this Agreement are fair to FMLP and its 
partners from a financial point of view, and (2) the 
Transactions are approved by a majority in interest of 
the limited partners of FMLP.

L.   PBP has further advised FELP that FMLP has 
retained the firm of Scott-Macon Securities, Inc. 
("Scott-Macon") to serve as its exclusive financial 
advisor with respect to the Transactions and to render 
the Fairness Opinion.

M.   Scott-Macon has advised PBP that Scott-Macon is 
willing to render the Fairness Opinion only if the 
Mortgage Loans are first offered to a selected list of 
potential buyers in an open bidding process (the 
"Marketing Process") to be conducted by Scott-Macon. 

N.   Scott-Macon has completed the Marketing 
Process, together with such other analysis, review and 
investigation as it deems necessary, and has advised 
PBP that it is now willing to issue the Fairness 
Opinion with respect to the Transactions.

O.   The form and substance of the Fairness Opinion 
are satisfactory to PBP.

                            2
<PAGE>

P.   The parties hereto entered into that certain 
Payoff Agreement executed by the General Partners on 
December 1, 1997, and executed by FMLP and PBP on 
November 26, 1997 (the "Prior Agreement").

Q.   Certain of the conditions contained in the 
Prior Agreement have been satisfied, certain of the 
terms respecting the repayment of the Mortgage Loans 
have been revised, and the parties hereto desire to 
enter into this Agreement to amend and restate the 
Prior Agreement in its entirety and to evidence their 
agreements respecting the repayment of the Mortgage 
Loans.

NOW, THEREFORE, in consideration of the mutual 
covenants, agreements, representations and warranties 
set forth in this Agreement, and for other good and 
valuable consideration, the receipt and legal 
sufficiency of which are hereby acknowledged, the 
parties hereto hereby amend and restate the Prior 
Agreement in its entirety and agree as follows:


1.   Payoff and Satisfaction.  

   (a)   Subject to terms and conditions 
hereinafter set forth, FELP agrees to pay (or cause to 
be paid on behalf of the Partnerships) to FMLP an 
amount (the "Payoff Amount") in cash or immediately 
available funds equal to the sum of:

          (i)   $48,000,000; and

         (ii)   an amount, if any, by which the 
aggregate amount of interest paid to FMLP by the 
Partnerships in respect of the Mortgage Loans for the 
period from October 1, 1997, through the Closing Date 
(hereinafter defined) is less than interest on the face 
amount of the Mortgage Loans during such period 
calculated at an annual rate of 7.7%.

   (b)   Subject to the terms and conditions 
hereinafter set forth, FMLP agrees to accept the Payoff 
Amount in full satisfaction of all obligations owed by 
the Partnerships to FMLP in respect of the Mortgage 
Loans.

      (c)   To the extent not earlier paid pursuant to 
any provision of this Agreement, the Payoff Amount 
shall be payable at the Closing (hereinafter defined) 
in cash or immediately available funds, and upon 
receipt of the Payoff Amount, FMLP shall (i) release 
the liens and encumbrances securing each Mortgage Loan; 
(ii) cancel each promissory note evidencing the 
respective Mortgage Loan and return the same to the 
respective Partnership marked "Paid in Full"; and (ii) 
provide to each Partnership and affiliates thereof 
general releases with respect to the Mortgage Loans.

2.   Additional Representations, Warranties and 
Covenants of FELP and ABF.  Each of FELP and ABF 
represents, warrants and covenants as follows:

   (a)   Each of FELP and ABF shall use its 
reasonable best efforts to consummate the Transactions.

                            3
<PAGE>

      (b)   The partners in each of the Partnerships 
have substantial negative capital accounts which would 
trigger the allocation of a substantial amount of 
phantom income or gain (income or gain in excess of 
cash distributions) if either of the Properties was 
sold or transferred in a taxable transaction.

      (c)   Each of FELP and ABF agrees that, for a 
period of one (1) year from the Closing Date, neither 
FELP nor ABF will sell or otherwise transfer any 
interest in either of the Properties, other than (i) 
the transfers described on Exhibit "A" attached hereto, 
and (ii) transfers of the interests owned by FELP 
and/or ABF in the entities described on Exhibit "A" 
attached hereto to affiliates or immediate family 
members.

      (d)   For the period commencing December 1, 1997 
and continuing through the last day of the month 
immediately preceding the month in which the Closing 
occurs, ABF and FELP shall cause the Partnerships to 
pay to FMLP not less than $295,583.75 each month as 
interest in respect of the Mortgage Loans, which such 
interest shall be payable in arrears on the date 
specified in the documents evidencing and securing the 
Mortgage Loans.

3.   Fairness Opinion and Limited Partner Approval.  

      (a)   Subject to the satisfaction of any other 
condition set forth in Section 5 hereof, PBP has 
advised FELP that PBP is willing to cause FMLP to 
consummate the Transactions only if the Transactions 
are approved by a majority in interest of the limited 
partners of FMLP.  Accordingly, in addition to the 
satisfaction of any other condition set forth in 
Section 5 hereof, FMLP's obligation to consummate the 
Transactions shall be contingent upon obtaining the 
approval of a majority in interest of the limited 
partners of FMLP.

      (b)   Promptly following its execution of this 
Agreement, (i) PBP shall take all steps necessary to 
solicit the approval of FMLP's limited partners to the 
Transactions; and (ii) in connection with such 
solicitation, PBP shall recommend that such limited 
partners approve the Transactions.

         (i)   Subject to any right or obligation 
contained in Section 11 hereof, in connection with the 
solicitation of the approval of FMLP's limited 
partners, PBP shall:  (A) cause to be prepared a 
statement (the "Consent Statement") to be furnished to 
the limited partners of FMLP, (B) cause FMLP to file 
the Consent Statement, together with such other 
documents and instruments as may be required by 
applicable law, with the Securities and Exchange 
Commission (the "SEC"), (C) use its reasonable best 
efforts to cause such filing to be made on or before 
February 20, 1998, and (D) use its reasonable best 
efforts to obtain the SEC's timely approval of the 
Consent Statement.

         (ii)   PBP shall include FELP and its counsel 
on the distribution list to receive drafts of the 
Consent Statement.

      (c)   If a majority in interest of FMLP's 
limited partners approves or disapproves the 
Transactions, FMLP shall provide notice thereof to FELP 
not later than the 

                            4
<PAGE>

business day following such approval or disapproval. 

4.   Conditions to FELP's Obligation to Close.  The 
obligation of FELP to consummate the Transactions is 
conditioned upon and subject to each of the following:

      (a)   The Transactions are consummated on or 
before May 29, 1998; and

      (b)   FMLP having performed and complied with 
all agreements, covenants and conditions to be 
performed or complied with on or before the Closing 
Date.

5.   Conditions to FMLP's Obligation to Close.  
Subject to the right to terminate pursuant to Section 
11 hereof, the obligation of FMLP to consummate the 
Transactions is conditioned upon and subject to each of 
the following:

      (a)   The Transactions shall have been approved 
by a majority in interest of FMLP's limited partners; 
and 

      (b)   FELP having performed and complied (or 
shall have caused the Partnerships to have performed 
and complied) with all agreements, covenants and 
conditions to be performed or complied with on or 
before the Closing Date.

6.   Closing.  The Transactions shall be consummated 
(the "Closing") on a date (the "Closing Date") and at a 
time and place acceptable to FELP and FMLP, which such 
date shall be on or before ten (10) business days 
following notice from FMLP to FELP that a majority in 
interest of the limited partners of FMLP have approved 
the Transactions but in no event later than May 29, 
1998.

      (a)   At Closing, FELP shall deliver, or cause 
to be delivered, to FMLP the following:

         (i)   To the extent not previously paid, the 
Payoff Amount, which shall be paid by federal wire 
transfer of immediately available funds; and

         (ii)   A general release releasing each of 
FMLP, PBP and their respective partners, agents, 
affiliates, successors and assigns from any and all 
liability in respect of the Mortgage Loans.

      (b)   At the Closing, FMLP shall deliver to FELP 
the following:

         (i)   Such documents and instruments as are 
necessary to release each and every lien and 
encumbrance securing the Mortgage Loans;

                            5
<PAGE>

         (ii)   Either (A) the original of the 
promissory notes evidencing each Mortgage Loan, which 
such notes shall be marked "Paid in Full"; or (B) such 
other documentation evidencing the payment and 
satisfaction of the Mortgage Loans as may be agreeable 
to the parties;

         (iii)   A general release releasing each 
of the Partnerships and their respective partners, 
agents, affiliates, successors and assigns from any and 
all liability in respect of the Mortgage Loans; and

         (iv)   Such other, further and different 
documents which are reasonably necessary or appropriate 
to consummate the Transactions.

   7.   Costs and Expenses.  The costs, fees and 
expenses incurred in connection with the Transactions 
shall be payable as follows:

      (a)   FMLP shall pay:

         (i)   the fees and expenses of Scott-Macon 
incurred in connection with the rendering of the 
Fairness Opinion; 

         (ii)   any and all costs associated with the 
winding-up of its affairs; and

         (iii)   any and all costs, fees and 
expenses (the "FMLP Transaction Costs") incurred by or 
on behalf of FMLP in connection with the Transactions, 
including, without limitation, the fees and expenses 
incurred in connection with (A) the preparation and 
review of this Agreement and the Prior Agreement 
(including the determination to proceed with the 
Transactions), and (B) the solicitation of the consent 
of FMLP's limited partners and the consummation of the 
Transactions, which such fees and expenses shall 
include, without limitation, all legal and accounting 
fees and expenses, all solicitation costs, all printing 
and filing fees and expenses.

      (b)   FELP shall pay any and all costs, fees and 
expenses incurred by or on behalf of FELP, ABF, the 
Partnerships or any party, other than FMLP or PBP, in 
connection with the Transactions, including, without 
limitation, the fees and expenses incurred in 
connection with (i) the preparation and review of this 
Agreement and the Prior Agreement (including the 
determination to proceed with the Transactions); and 
(ii) the fees and expenses incurred in connection with 
the CIGNA Loans or the GECC Equity.

      (c)   If the Transactions are not consummated 
because FMLP exercises any of its rights of termination 
provided in this Agreement, except for the right of 
termination provided in Section 10.(b) hereof, in 
addition to the costs described in Section 7.(a) 
hereof, FMLP shall promptly pay to FELP the amount, if 
any, by which the aggregate payments made pursuant to 
Section 2.(d) hereof exceed the Property Cash Flow for 
the applicable period.

                            6
<PAGE>

   8.   Damage or Destruction of the Properties.  In 
the event that all or any portion of either of the 
Properties is damaged or destroyed by fire or other 
casualty prior to the Closing Date, FELP shall have the 
option to:

      (a)   terminate this Agreement, in which event, 
this Agreement shall be null, void and of no further 
force or effect, except for the provisions of Section 7 
hereof; or

      (b)   terminate this Agreement with respect to 
the Property to which such damage or destruction has 
occurred and consummate the Transactions with respect 
to the remaining Property, in which case, the Payoff 
Amount shall be reduced by an amount equal to the face 
amount of the Mortgage Loan encumbering the Property 
which was damaged or destroyed; or

      (c)   consummate the Transactions and require 
FMLP to deliver to FELP at Closing a duly executed 
assignment, in form and substance reasonably 
satisfactory to FELP, assigning all of MLP's right, 
title and interest in and to all insurance proceeds 
payable as a result of such fire or casualty.

FELP shall have fifteen (15) business days from the 
date of any such damage or destruction within which to 
exercise its rights under this Section.

   9.   Condemnation.  In the event that either of the 
Partnerships receives written notice that any 
condemnation or eminent domain proceedings are 
threatened or initiated which might result in a taking 
of all or any part of the Properties, FELP may: 

      (a)   terminate this Agreement, in which event, 
this Agreement shall be null, void and of no further 
force or effect, except for the provisions of Section 7 
hereof; or 

      (b)   terminate this Agreement with respect to 
the Property which is the subject of the condemnation 
or eminent domain proceeding and consummate the 
Transactions with respect to the remaining Property, in 
which case, the Payoff Amount shall be reduced by an 
amount  equal to the face amount of the Mortgage Loan 
encumbering the Property that is the subject of such 
condemnation or eminent domain proceeding; or

      (c)   consummate the Transactions and require 
FMLP to deliver to FELP at Closing a duly executed 
assignment, in form and substance reasonably 
satisfactory to FELP, assigning all of FMLP's right, 
title and interest in and to all proceeds payable as a 
result of such condemnation or eminent domain 
proceeding.

   10.   Breach of Agreement.

      (a)   If FMLP should breach any of its covenants 
or agreements contained in this Agreement or in any 
other agreement, instrument, certificate or document 
delivered pursuant to this Agreement or if FMLP should 
fail to consummate the Transactions for any reason 
other than FELP's default or the exercise of FMLP's 
right to terminate this Agreement in accordance 

                            7
<PAGE>

with the terms hereof, FELP may: (i) terminate this 
Agreement, in which event, this Agreement shall be 
null, void and of no further force or effect, including 
the provisions of Section 7 hereof; or (ii) enforce 
specific performance of this Agreement.

      (b)   If FELP or ABF should breach any of their 
covenants or agreements contained in this Agreement, 
except the agreement contained in Section 2.(c) hereof, 
or in any other agreement, instrument, certificate or 
document delivered pursuant to this Agreement or if 
FELP should fail to consummate the Transactions for any 
reason other than FMLP's default or FELP's termination 
of this Agreement in accordance with the terms hereof, 
FMLP may (i) terminate this Agreement and recover its 
actual out-of pocket expenses incurred in connection 
with the Transactions as full and final liquidated 
damages; or (ii) enforce specific performance of this 
Agreement.  FMLP and FELP hereby acknowledge that in 
the event of FELP's failure to consummate the 
Transactions, the actual damages suffered by FMLP would 
be difficult and/or inconvenient to determine or 
ascertain.

      (c)   In the event that FELP breaches the 
agreement contained in Section 2.(c) hereof, FMLP shall 
be entitled to receive from FELP as liquidated damages 
the greater of (i) $1.0 million, or (ii) the excess, if 
any, of the amount received by FELP as a result of any 
such sale or transfer over that portion of the Payoff 
Amount set forth in Section 1.(a)(i) hereof.

   11.   Other Termination Rights.  Notwithstanding 
anything contained herein to the contrary, in the event 
that after the date on which FMLP receives the Fairness 
Opinion but prior to the Closing Date, FMLP or PBP has 
received one or more written offers to purchase the 
Mortgage Loans from FMLP which PBP has determined to be 
more favorable to FMLP and its partners than the terms 
and conditions contained in this Agreement, PBP may 
consider such offers, and to the extent that it 
believes it would be in the best interest of FMLP and 
its partners to do so, may accept such offer and 
terminate this agreement by providing written notice 
thereof to FELP, in which event all of the rights, 
duties and obligations of the parties hereto shall 
immediately terminate and this Agreement shall be null, 
void and of no further force or effect; provided, 
however, FMLP shall have no such right of termination 
unless, not less than five (5) business days prior to 
the exercise of such right of termination, FMLP shall 
have provided to FELP written notice setting forth with 
particularity the terms of such offer and FELP shall 
have failed to agree to meet or exceed the terms of 
such offer; provided further, however, 
contemporaneously with the exercise of its right of 
termination provided in this Section 11, FMLP shall pay 
to FELP a break up fee of $750 thousand.

      (a)   Notwithstanding the foregoing, from and 
after the date on which FMLP receives the Fairness 
Opinion, neither FMLP nor PBP will (y) initiate or 
solicit any offer to purchase the Mortgage Loans or any 
similar transaction; or (z) negotiate with or provide 
any information respecting the Mortgage Loans to any 
person or entity; provided, however, PBP may 

         (i)   furnish such information as may be 
required to be contained in the Consent Statement or as 
may otherwise be required to be furnished in connection 
with the solicitation of the consent of FMLP's limited 
partners, or 

                            8
<PAGE>

         (ii)furnish such information or enter into 
such negotiations that PBP in good faith determines to 
be required in the exercise of its fiduciary duty.

      (b)   PBP agrees to provide to FELP prompt 
written notice of any and all information provided or 
negotiations entered into in reliance upon subsection 
11.(a)(ii) hereof.

   12.   Notice.  All notices, demands, requests and 
other communications required or permitted to be given 
by any provision of this Agreement shall be in writing 
and sent by first class, regular, registered, certified 
mail, commercial delivery service, overnight courier, 
telegraph, telex, telecopier or facsimile transmition, 
air or other courier or hand delivery to the party to 
be notified, addressed as follows:


If to FELP or ABF:

Fogelman Enterprises, L.P.
5400 Poplar Avenue
Memphis, Tennessee 38119
Attention: Richard L. Fogelman, President
Telephone: (901) 762-6720
Telecopier: (901) 762-6708


With Required Copy to:

Krivcher Magids PLC
International Place II
6410 Poplar Avenue
Suite 300
Memphis, Tennessee 38119
Attention: L. Don Campbell, Jr., Esq.
Telephone: (901) 682-6431
Telecopier: (901) 682-6453

If to FMLP:

Fogelman Mortgage L.P. I
c/o Prudential-Bache Properties, Inc.
199 Water Street
28th Floor
New York, New York 10292
Attention: Chester A. Piskorowski 
Telephone: (212) 214-1339
Telecopier: (212) 214-1422

                            9
<PAGE>

With a Required Copy to:

Greenberg Traurig
200 Park Avenue
New York, New York 10166
Attention: Judith D. Fryer, Esq.
Telephone: (212) 801-9330
Telecopier: (212) 801-6400


Any such notice, demand, request or communication 
shall be deemed to have been given and received for all 
purposes under this Agreement: (i) three (3) business 
days after the same is deposited in any official 
depository or receptacle of the United States Postal 
Service first class, certified mail, return receipt 
requested, postage-prepaid; (ii) on the date of 
transmission when delivered by telecopier or facsimile 
transmission, telex, telegraph or other communication 
device (provided receipt is confirmed and such notice 
is promptly confirmed by notice given by some other 
means described herein); (iii) on the next business day 
after the same is deposited with a nationally 
recognized overnight delivery service that guarantees 
overnight delivery; and (iv) on the date of actual 
delivery to such party by any other means; provided, 
however, if the day such notice, demand, request or 
communication shall be deemed to have been given as 
aforesaid is not a business day, such notice, demand, 
request or communication shall be deemed to have been 
given and received on the next business day.  

Any party to this Agreement may change such party's 
address for the purpose of notice, demands, requests 
and communications required or permitted hereunder by 
providing written notice of such change of address to 
all of the parties hereto by written notice as provided 
herein.

   13.   Entire Agreement.  This Agreement contains the 
entire agreement between the parties regarding the 
subject matter hereof.  Any prior agreements, 
discussions or representations not expressly contained 
herein shall be deemed to be replaced by the provisions 
hereof and no party has relied upon any such prior 
agreements, discussions or representations as an 
inducement to the execution hereof.  Without limiting 
the generality of the foregoing, this Agreement amends, 
restates and replaces the Prior Agreement, which shall 
become null, void and of no further force and effect 
upon the execution of this Agreement by all of the 
parties hereto.

   14.   Amendments.  This Agreement may be modified or 
amended only by a written instrument executed by all 
the parties hereto.

   15.   Waiver.  Each and every waiver of any covenant, 
representation, warranty or other provision of this 
Agreement must be in writing and signed by the party 
whose interest are adversely affected by such waiver.  
No waiver granted in any one instance shall be 
construed as a continuing waiver applicable in any 
other instance.

                            10
<PAGE>

   16.   Section Headings.  The section headings 
contained in this Agreement are for reference purposes 
only and shall not affect the interpretation of this 
Agreement.  

   17.   Governing Law.  This Agreement shall be 
governed in all respects, including validity, 
interpretation and effect by and shall be enforceable 
in accordance with the internal laws of the State of 
New York, without regard to conflicts of laws 
principles.

   18.   Jurisdiction.  Each party to this Agreement 
hereby consents to the exclusive jurisdiction of all 
courts of the State of New York and the United States 
District Court for the Southern District of New York, 
as well as to the jurisdiction of all courts from which 
any appeal may be taken from such courts, for the 
purpose of any suit, action or other proceeding arising 
out of or with respect to this Agreement, and any other 
agreements, instruments, certificates or other 
documents executed in connection herewith, or any of 
the transactions contemplated hereby or thereby.

   19.   Successors and Assigns.  This Agreement shall 
be binding upon and shall inure to the benefit of the 
parties hereto and their respective successors and 
assigns.  

   20.   Assignment.  This Agreement and any of FELP's 
rights hereunder may be assigned by FELP prior to the 
Closing Date upon written notice to FMLP and without 
the prior consent of FMLP; provided, however, the right 
of FELP to make any such assignment shall be 
conditioned upon such assignee executing a document 
satisfactory to FMLP, pursuant to which such assignee 
agrees to be bound by the terms and conditions hereof 
and FELP agrees to guarantee the obligations assigned.  
FMLP may not assign any of its rights or obligations 
hereunder prior to the Closing Date without the express 
written consent of FELP.  

   21.   Time of Essence.  Time is of the essence with 
respect to this Agreement.

   22.   Lawful Authority.  If any party executing this 
Agreement is a corporation, the person executing on 
behalf of the corporation hereby personally represents 
and warrants to all of the parties that he has been 
fully authorized to execute and deliver this Agreement 
on behalf of the corporation, pursuant to a duly 
adopted resolution of its board of directors or by 
virtue of its bylaws.  

   23.   Attorneys Fees.  If any legal action or other 
proceeding is brought for the enforcement of this 
Agreement or because of any alleged dispute, breach, 
default or misrepresentation in connection with any 
provisions of this Agreement and such action is 
successful, the prevailing party shall be entitled to 
recover reasonably attorneys fees, court costs and all 
reasonable expenses, even if not taxable or assessable 
as court costs (including, without limitation, all such 
fees, costs and expenses incident to appeal) incurred 
in that action or proceeding in addition to any other 
relief to which such party may be entitled. 

                            11
<PAGE>

   24.   Counterpart Execution.  This Agreement may be 
executed in multiple counterparts, each of which shall 
be deemed an original, but all of which shall be 
considered together as one and the same instrument.  
Further, in making proof of this Agreement, it shall 
not be necessary to produce or account for more than 
one such counterpart.  Execution by a party of a 
signature page hereto shall constitute due execution 
and shall create a valid, binding obligation of the 
party so signing and it shall not be necessary or 
required that the signatures of all parties appear on a 
single signature page hereto.

   25.   Waiver of Jury Trial.  FMLP and FELP, for 
themselves and their respective successors and assigns, 
knowingly, voluntarily and intelligently waive all 
right to trial by jury in any action or proceeding to 
enforce or defend any rights or remedies under this 
Agreement.  

   26.   Business Day.  The term "business day" shall 
mean and refer to any day other than a Saturday, a 
Sunday or a day on which national banks located in 
Memphis, Tennessee are obligated or authorized to close 
their regular banking business.

   27.   Further Assurances.  Each of the parties hereto 
agrees to execute such other, further and different 
documents and perform such other acts as may reasonably 
be necessary or desirable to carry out the intents and 
purposes of this Agreement.


                       [SIGNATURES FOLLOW]

                            12
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused 
this Agreement to be executed by their duly authorized 
representatives on the dates set forth below.



FELP:                     FMLP:

FOGELMAN ENTERPRISES, L.P.                   FOGELMAN MORTGAGE L.P. I

By:     Fogelman Limited Partnership         By: Prudential-Bache Properties, 
            Its General Partner                     Inc.

     By: Fogelman Properties, Inc.           By: _______

                                             Name: _____

                                             Title: ____

     By: _______
         Richard L. Fogelman                 Date signed:__________________
         President

     Date Signed:


ABF:
____
AVRON B. FOGELMAN


Date Signed: ___

                            13
<PAGE>


                      JOINDER BY PBP

As of the date of execution on behalf of FMLP, PBP 
joins in and executes this Agreement to evidence its 
obligations as the general partner of FMLP under 
Section 3 hereof.

PBP:

PRUDENTIAL-BACHE PROPERTIES, INC.

By: ____

Name:___

Title:__
                            14
<PAGE>

                        EXHIBIT A

          DESCRIPTION OF CIGNA LOANS, GECC EQUITY
                  AND RELATED TRANSACTIONS

The following description of the GECC Equity, the 
CIGNA Loans and the related transactions is intended 
only for quick reference, is neither complete nor 
exact, and is subject in all respects to the documents 
and instruments which will evidence the GECC Equity, 
the CIGNA Loans and the related transactions.  
Furthermore, the amount of either the CIGNA Loans or 
the GECC Equity may vary, pursuant to final agreements 
among CIGNA, GECC and the General Partners, and the 
capital interests of GECC and the Fogelman Party 
(hereinafter defined) will be adjusted to reflect any 
such variance; provided, however, any change in the 
amount of the CIGNA Loans or the GECC Equity will not 
alter the Payoff Amount.

GECC Equity

GECC and FELP and/or its affiliates (FELP and/or 
such affiliates is hereinafter referred to as the 
"Fogelman Party") will form a limited liability company 
("Funding LLC") to facilitate the acquisition, 
refinancing and operation the Properties.  Each of the 
Properties will be owned by a separate limited 
liability company, and Funding LLC will be the sole 
member in each separate sub-tier entity that will own 
and hold title to the Properties.

GECC will contribute $5,000,000 in cash to the 
capital of Funding LLC, and the Fogelman Party will 
make cash contributions to Funding LLC equal to 
$3,000,000.  In exchange for its capital contributions, 
GECC will hold  an 62.5% preferred capital interest in 
Funding LLC, and the Fogelman Party will hold a 37.5% 
subordinated capital interest therein.  The capital 
contributions of GECC shall earn preferred returns as 
follows: (i) a preferred return (the "Class A Preferred 
Return") equal to 12% per annum, which will be 
cumulative and will be compounded annually; (ii) a 
preferred return (the "Class B Preferred Return") equal 
to 8% per annum, which shall be cumulative, but not 
compounded; and (iii) a preferred return of 25% per 
annum (with annual compounding) on any additional funds 
(the "Default Contributions") contributed to the 
capital of Funding LLC by GECC that should have been 
made by the Fogelman Party.

Cash flow generated by the operation of the 
Properties after payment of operating expenses, debt 
service, approved capital expenditures and operating 
reserves shall be distributed as follows:  first, to 
pay the 25% preferred returns on any Default 
Contributions and then to repay all Default 
Contributions; second, 100% to GECC until the Class A 
Preferred Return (including any unpaid portion from 
prior years) is fully paid; third, 100% to GECC until 
the Class B Preferred Return (including any unpaid 
portion from prior years) is fully paid; and the 
balance, if any, to the Fogelman Party.

                            A-1
<PAGE>

The net proceeds of any sale or refinancing of the 
Properties shall be distributed as follows:  first, to 
pay the 25% preferred returns on any Default 
Contributions and then to repay all Default 
Contributions; second, 100% to GECC until the Class A 
Preferred Return (including any unpaid portion from 
prior years) is fully paid; third, 100% to GECC until 
the Class B Preferred Return (including any unpaid 
portion from prior years) is fully paid; fourth, to 
return to GECC its initial capital contribution; and 
the balance, if any, to the Fogelman Party.  

In order to comply with GECC's requirement that 
each Property be owned by a separate limited liability 
company and that the cash flow from both Properties be 
combined for purposes of determining the cash flow 
available to pay preferred returns, while avoiding a 
taxable transfer of the Properties, the following 
transactions will occur:


   1.   Royal View will contribute the Point Royal 
Property to Point Royal, LLC in exchange for 100% of 
the membership interests therein; and Chesterfield will 
contribute the Westmont Property to Chesterfield, LLC 
in exchange for 100% of the membership interests 
therein.

   2.   Royal View will contribute the membership 
interests in Point Royal, LLC to Royal Fogelman, LLC in 
exchange for a membership interest therein; 
Chesterfield will contribute the membership interests 
in Chesterfield, LLC to Royal Fogelman, LLC in exchange 
for a membership interest therein; and the Fogelman 
Party will contribute cash equal to $3,000,000 to Royal 
Fogelman, LLC in exchange for a membership interest 
therein.  The membership interest of each of the 
members in Royal Fogelman have not been determined as 
of the date of this Agreement.

   3.   Royal Fogelman, LLC will contribute $3,000,000 
in cash, the Point Royal, LLC membership interest and 
the Chesterfield, LLC membership interest to Funding 
LLC in exchange for a membership interest therein; and 
GECC (or a wholly owned subsidiary thereof) will 
contribute $5,000,000 cash to Funding LLC in exchange 
for a membership interest therein.  

CIGNA Loans

CIGNA will make the CIGNA Loans in the aggregate 
amount of $41,000,000; one in the amount of $19,800,000 
secured by a first mortgage and related security 
interests that will encumber the Point Royal Property; 
and one in the amount of $21,200,000 that will be 
secured by a first mortgage and related security 
interests that will encumber the Westmont Property.  In 
addition to the first mortgage and related security 
interests, each CIGNA Loan will be cross-defaulted and 
cross-collateralized.  Other than the Property that 
will serve as the primary security and matters of local 
law, the terms of each of the CIGNA Loans will be 
identical, which such terms are summarized as follows:


   1.   Each of the CIGNA Loans will bear interest at a 
fixed rate equal to 7.28% per annum.

   2.   Monthly installments of interest only at 7.28% 
per annum are payable for thirty-six  (36) months.  

                            A-2
<PAGE>

   3.   During the period that interest only is 
payable, monthly deposits in an amount that 
approximates the principal payments that would be 
required ($23,400 for the Pointe Royal Property and 
$25,000 for the Westmont Property) had the CIGNA Loans 
been amortizing are payable into an escrow account, and 
the amounts on deposit therein are available to be used 
for capital improvements at the applicable Property.

   4.   After the end of the interest-only period, 
installments of principal and interest, each in an 
amount sufficient to amortize the principal balance of 
the CIGNA Loans over a term of twenty-five (25) years, 
are payable monthly.

   5.   The CIGNA Loans mature on the first day of the 
first calendar month following the seventh anniversary 
of the closing date; provided, however, upon the 
satisfaction of certain conditions, either of the CIGNA 
Loans may be extended for an additional thirty-six (36) 
months.

   6.   The CIGNA Loans are closed to pre-payment for a 
period of three (3) years.   Thereafter, the CIGNA 
Loans may be prepaid in whole, but not in part, on any 
monthly payment date; provided, that the applicable 
borrower gives CIGNA at least forty-five (45) days 
prior written notice and pays a prepayment premium 
equal to 3% of the loan balance on any of the 25th  
through the 60th monthly payment dates; 2% of the loan 
balance on any of the 61st through the 70th monthly 
payment dates and 1% of the loan balance on any of the 
71st through the 80th monthly payment dates.  The CIGNA 
Loans are open to prepayment at par from and after the 
81st monthly payment date.  

   7.   With certain exceptions, the CIGNA Loans shall 
be nonrecourse to the applicable borrower.

                            A-3