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                                                                   EXHIBIT 10.31


                  FIRST AMENDMENT TO RECAPITALIZATION AGREEMENT

         This FIRST AMENDMENT TO RECAPITALIZATION AGREEMENT made as of November
15, 2004 (this "First Amendment"), by and among:

         (a) JAMES BOURG, an individual ("JB");

         (b) SCOTT JENSEN, an individual ("SJ"; JB and SJ sometimes referred to
             individually as, a "Partner" and collectively, the "Partners");

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

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

Capitalized terms not defined herein shall have the meanings ascribed to such
terms in the Agreement of Limited Partnership of Feldman Equities Operating
Partnership, LP dated as of August 13, 2004 (the "Original Partnership
Agreement"), among Feldman Holdings Business Trust I, a Massachusetts business
trust (the "General Partner"), SJ and JB.

                                    RECITALS:

A.  Pursuant to that certain Recapitalization Agreement dated as of August 13,
    2004 (the "Original Agreement"), among JB, SJ, the Partnership and FMP, the
    parties thereto set forth their agreement with respect to their interests in
    the Partnership.

B.  JB, SJ, the Partnership and FMP desire to amend the Original Agreement as
    set forth herein (as amended, the "Agreement").

         NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

1. Schedule 2. Schedule 2 to the Original Agreement is hereby deleted in its
entirety and Schedule 2 attached hereto is substituted therefor.

2. Ratification. All of the terms, covenants and conditions of the Original
Agreement, as hereby amended, are ratified and confirmed and shall remain in
full force and effect.

3. No Oral Modification. This First Amendment may not be changed orally, but
only by an agreement in writing executed by the parties hereto.

4. Governing Law. This First Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware.

5. Counterparts. This First Amendment may be executed in any number of
counterparts, each of which shall be deemed to be one and the same instrument.

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


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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.

JB:                                           SJ:




/s/ James Bourg                               /s/ Scott Jensen
---------------                               ----------------
James Bourg                                   Scott Jensen




THE PARTNERSHIP:

FELDMAN EQUITIES OPERATING PARTNERSHIP, LP,
a Delaware limited partnership

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

    By: /s/ Lawrence Feldman
        --------------------
        Name: Lawrence Feldman
        Title: Trustee

FMP:

FELDMAN MALL PROPERTIES, INC.,
a Maryland corporation

By: /s/ Lawrence Feldman
    --------------------
    Name:  Lawrence Feldman
    Title:  President and CEO


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                                   Schedule 2

                                  Earnout Units

At the closing of the IPO, the agreement of limited partnership of the
Partnership shall include provisions that provide for the issuance of the
Earnout Units to each Earnout Participant substantially based on the following:

1. Definitions. As used herein:

         (i) "Appraised Value" means the appraised value of the Harrisburg
Property immediately prior to a Merger Event as determined by an appraiser
selected by the Board (including a majority of the Independent Directors).

         (ii) "Board" means the Board of Directors of FMP.

         (iii) "Earnout Participants" means James Bourg, an individual, and
Scott Jensen, an individual, each an "Earnout Participant."

         (iv) "Earnout Units" has the meaning set forth in Section 2.

         (v) "Earnout Term" means the period commencing on the date of the
closing of the IPO and ending on the earliest to occur of (A) December 31, 2009;
(B) the date of the closing of a Property Sale; (C) the date of the closing of
the Interest Sale; and (D) a Merger Event.

         (vi) "FMP" means Feldman Mall Properties, Inc., a Maryland corporation,
together with its subsidiaries.

         (vii) "FMP Share" means the common stock of FMP.

         (viii) "Harrisburg IRR" means the IRR achieved by FMP from all funds
received from the Harrisburg Partnership based on an assumed investment of Eight
Million Four Hundred Eighty-Six Thousand Dollars ($8,486,000) from the date of
the closing of the IPO through the end of the Earnout Term, provided, however,
that, (x) if any Management Fees are received by FMP related to the Harrisburg
Property; and (y) if FMP makes additional capital contributions to or receives
cash flow and/or capital distributions from the Harrisburg Partnership, in each
case, the foregoing IRR calculation shall take into account the positive amounts
and date of Management Fees earned, the negative amounts of additional capital
contributions and the dates of such contributions, if any, the negative amounts
required if FMP elects to acquire the interests of some or all of the other
partners in the Harrisburg Partnership and the positive amounts of cash flow
and/or capital distributions paid to FMP in determining the Harrisburg IRR. In
addition:

                (1) if no Property Sale or Interest Sale has occurred prior to
December 31, 2009, there shall also be included in the calculation of the
Harrisburg IRR the amount that FMP would have received under the terms of the
Harrisburg Partnership Agreement then in effect (unless FMP then owns all of the
partnership interests in the Harrisburg Partnership, in which case the terms of
the Harrisburg Partnership Agreements shall not apply) if the Harrisburg
Property were sold (without any sale expenses such as brokerage commissions,
loan prepayment fees, transfer taxes or closing costs) on December 31, 2009 for
an amount equal to the Harrisburg NOI divided by eight and one-half percent
(8.5%) and the Harrisburg Partnership had then dissolved and distributed all of
its assets to its respective partners concurrently with such date (unless FMP
then owns all of the partnership interests in the Harrisburg Partnership, in
which case the terms of the Harrisburg Partnership Agreements shall not apply);


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                (2) if a Property Sale has occurred prior to December 31, 2009,
there shall also be included in the calculation of the Harrisburg IRR the amount
of proceeds received by FMP under the Harrisburg Partnership Agreement then in
effect in connection with such sale based on the assumption that the Harrisburg
Partnership is dissolved and all of its assets are distributed to its respective
partners concurrently with the closing of the Property Sale;

                (3) if an Interest Sale has occurred prior to December 31, 2009,
there shall also be included in the calculation of the Harrisburg IRR the amount
of proceeds received by FMP in connection with such sale;

                (4) if a Merger Event has occurred prior to December 31, 2009,
FMP shall promptly obtain the Appraised Value and there shall also be included
in the calculation of the Harrisburg IRR the amount of proceeds that FMP would
have received had the Harrisburg Property been sold for the Appraised Value; and

                (5) if some or all of a Merger Event, an Interest Sale and a
Property Sale occur concurrently, the foregoing calculation shall be based on
the Interest Sale or, if not applicable, a Property Sale.

         (ix) "Harrisburg NOI" means the total actual property revenues of the
Harrisburg Property for calendar year 2009 (excluding non-cash income such as
straight-line rent, but including all rent that accrues to the calendar year
2009) less the Property Related Expenses.

         (x) "Harrisburg Partnership" means Feldman Lubert Adler Harrisburg LP,
a Pennsylvania limited partnership, the owner of the Harrisburg Property.

         (xi) "Harrisburg Partnership Agreement" means the agreement of limited
partnership of the Harrisburg Partnership.

         (xii) "Harrisburg Property" means the land and improvements commonly
known as Harrisburg Mall, Harrisburg, Pennsylvania.

         (xiii) "Incumbent Directors" has the meaning set forth in the
definition of the term Other Change in Control.

         (xiv) "Independent Directors" means the independent directors of the
Board as determined by the rules and regulations of the New York Stock Exchange
then in effect.

         (xv) "Interest Sale" means a sale of FMP's partnership interests in the
Harrisburg Property.

         (xvi) "IPO" means the initial public offering of the common shares of
FMP.

         (xvii) "IRR" means an internal rate of annual return (compounded
quarterly). The calculation of IRR shall be performed by FMP's accounting staff
and shall be reviewed by FMP's independent accountants whose review shall be
deemed final and binding absent manifest error and fraud.


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         (xviii) "IRR Excess" means fifty percent (50%) of the excess, if any,
of (a) the amounts received or deemed received by FMP in calculating the
Harrisburg IRR over (b) the amounts required to be received or deemed received
by FMP in order to obtain a Harrisburg IRR of fifteen percent (15%), with such
amount to be determined upon the expiration of the Earnout Term.

         (xix) "Market Price" means, on any day as to one OP Unit, the closing
sales price of one FMP Share (provided that one FMP Share would be received in
exchange for one OP Unit under the partnership agreement for the Partnership,
otherwise the number of FMP Shares (or fraction thereof) that would be received
in exchange for one OP Unit) as listed on the New York Stock Exchange averaged
over a period of 21 business days consisting of the day as of which "Market
Price" is being determined and the 20 consecutive business days prior to such
day (the term "business day" as used in this sentence means any day on which the
New York Stock Exchange is open for trading). If the day of determination of
Market Price is other than a business day, Market Price shall be determined as
of the business day immediately preceding such day as if it were the day of
determination of Market Price. If at any time such security is not listed on the
New York Stock Exchange then, if there has been a sale of FMP Shares for an
aggregate amount exceeding $1 million to persons or entities that are not
affiliates of FMP within ninety (90) days prior to such time, the price per FMP
Share (subject to the proviso in the first sentence of this Section 1(xvii) in
the most recent such sale shall be deemed to be the Market Price hereunder.

         (xx) "Management Fees" means collectively, management fees, leasing
commissions and construction management fees.

         (xxi) "Merger Event" means a merger, consolidation, sale of all or
substantially all of the assets of FMP or the Partnership or, at the option of
each Earnout Participant (with respect to himself only) given within ten (10)
business days after notice of such transaction is given to such Earnout
Participant, the occurrence of any Other Change in Control.

         (xxii) "NOI Calculation" has the meaning set forth in Section 2.

         (xxiii) "Other Change in Control" means the occurrence of any of the
following:

                (1)  the members of the Board at the beginning of any
                     consecutive 24-calendar-month period (the "Incumbent
                     Directors") cease for any reason other than due to death to
                     constitute at least a majority of the members of the Board;
                     provided that any director whose election, or nomination
                     for election by the FMP's stockholders, was approved by a
                     vote of at least a majority of the members of the Board
                     then still in office who were members of the Board at the
                     beginning of such 24-calendar-month period, shall be deemed
                     to be an Incumbent Director; or

                (2)  the general partner of the Partnership ceases to be a
                     wholly-owned direct or indirect subsidiary of FMP.

                (xxiv) "Partnership" Feldman Equities Operating Partnership, a
Delaware limited partnership.

                (xxv) "Percentage Interest" means for each Earnout Participant,
fifteen percent (15%).

                (xxvi) "Property Related Expenses" means all normal and
customary operating expenses of the Harrisburg Property which are expensed for
GAAP accounting purposes, but specifically excluding: (a) any non-cash items
such as depreciation and amortization; (b) any Management Fees related to the
Harrisburg Property (whether or not such fees are payable to FMP); and (c) debt
service payments and reserves, if any.


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                (xxvii) "Property Sale" means a sale of the Harrisburg Property.

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

2. Earnout.

         (a) NOI Calculation. Unless an Interest Sale, a Property Sale or a
Merger Event has previously occurred, within thirty days after December 31,
2009, FMP shall calculate the Harrisburg NOI (the "NOI Calculation") for the
calendar year 2009.

         (b) Review and Approval of NOI Calculation. The NOI Calculation shall
be performed by FMP's accounting staff and shall be reviewed by FMP's outside
directors (in consultation with FMP's independent accountants) whose review with
such consultation shall be deemed final and binding absent manifest error and
fraud.

         (c) Earnout Units.

                (i) If the Earnout Term shall expire on December 31, 2009, then
within thirty (30) days thereafter, the Partnership shall issue to each Earnout
Participant an amount of OP Units (rounded to the nearest OP Unit), if any,
equal to the product obtained by multiplying (x) its Percentage Interest by (y)
the quotient obtained by dividing the IRR Excess by the Market Price as of
December 31, 2009.

                (ii) If the Earnout Term shall expire on account of a Property
Sale or an Interest Sale, then within five (5) days thereafter, the Partnership
shall issue to each Earnout Participant an amount of OP Units (rounded to the
nearest OP Unit), if any, equal to the product obtained by multiplying (x) its
Percentage Interest by (y) the quotient obtained by dividing the IRR Excess by
the Market Price as of the date of such Property Sale or Interest Sale.

                (iii) If the Earnout Term shall expire on account of a Merger
Event, then concurrently with the closing of the transaction giving rise to the
Merger Event, the Partnership shall, at each Earnout Participant's election,
issue to each Earnout Participant an amount of OP Units (rounded to the nearest
OP Unit), if any, equal to the product obtained by multiplying (x) its
Percentage Interest by (y) the quotient obtained by dividing the IRR Excess by
the Market Price determined as of the date of the closing of the transaction
constituting the Merger Event. In the event that an Earnout Participant has the
opportunity to elect the form or type of consideration to be received upon
consummation of the Merger Event, the General Partner shall use commercially
reasonable efforts to afford such Earnout Participant the right to elect, by
written notice to the General Partner, the form or type of consideration to be
received by such Earnout Participant in connection with such Merger Event.

                (iv) Upon distribution of Earnout Units hereunder, the
Partnership or FMP shall have no further obligations under this paragraph. The
additional OP Units issued hereunder shall be referred to as the "Earnout
Units."

         (d) Property Sale and Interest Sale. Notwithstanding anything contained
herein, any decision to effect a Property Sale or Interest Sale shall be subject
to the determination by the Board (including a majority of the Independent
Directors) that the proposed transaction is on commercially reasonable terms.


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         (e) Indebtedness Secured by Harrisburg Property. The review and
approval of the Board (including a majority of the Independent Directors) shall
be required prior to the consummation of any borrowing by the owner of the
Harrisburg Property or its partners where the aggregate indebtedness secured by
the Harrisburg Property or partnership interests therein exceeds Forty-Six
Million Nine Hundred Thousand Dollars ($46,900,000).

         (f) Issuance of Earnout Units. In the event Earnout Units are to be
issued to each Earnout Participant, the Partnership shall promptly cause such
Earnout Units to be issued and the agreement of limited partnership of the
Partnership shall be amended to reflect such issuance. Each Earnout Participant
shall be entitled to review and/or audit FMP's records pertaining to calculation
of the Earnout Units.

3. Non-Transferability of Earnout Rights. Other than in the case of the death or
disability of an Earnout Participant, such Earnout Participant shall not
transfer its right to receive Earnout Units.