Exhibit 10.54**AMENDMENT AND RELEASE**          THIS AMENDMENT AND RELEASE (“Amendment and Release”), is made by and between James Bourg (the“Executive”) and Feldman Mall Properties, Inc. (the “Company”) as of December 31, 2007.          WHEREAS, the Company and the Executive have entered into an employment agreement dated as ofDecember 13th, 2004, (the “Employment Agreement”);          WHEREAS, the Company and the Executive agree that certain changes have been made to theExecutive’s authority and responsibilities that, constitute “Good Reason” as defined in Section5.2(a) of the Employment Agreement;          WHEREAS, the Executive gave notice pursuant to the Employment Agreement of Executive’sintention to terminate his employment with the Company as a result of such changes by letter(“Letter”) dated December 3, 2007;          WHEREAS, the Company has not responded to the Letter;          WHEREAS, despite the changes in the Executive’s authority and responsibilities andeffect of the Letter under the Employment Agreement, the Executive desires to remainemployed by the Company, and the Company desires to continue to employ the Executive andfurther agrees to make certain payments to the Executive.          WHEREAS, the Employment Agreement shall remain in full force and effect, except as providedfor herein; and          NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and commitmentsprovided for herein and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged by both parties, the Executive and the Company hereby agree as follows:          1. Retention Payment. The Company shall pay to the Executive an amount (“RetentionPayment”) equal to the amount that Executive would have been entitled to receive under Section5.2(b)(ii)
 

 
of the Employment Agreement if Executive terminated his employment for Good Reason (as definedin the Employment Agreement) in the absence of this Amendment and Release, which amount is agreedto be $1,270,750, (This excludes approximately $40,000 for 3 years of coverage under the GroupHealth Plan to be handled under a separate letter agreement). One half of the Retention Paymentshall be payable on December 31st, 2007, and one half of the Retention Payment shall be due on thefirst to occur of March 31st, 2008 or the date on which the Executive’s employment terminates. TheRetention Payment shall be in lieu of any payment to Executive that might otherwise become payableunder Section 5.2(b)(ii) of the Employment Agreement and such Section shall hereafter have nofurther force or effect. . The Retention Payment is not subject to any conditions to payment ofany nature, including without limitation (a) the death or disability of Executive prior to payment,(b) any breach or alleged breach by Executive of the Employment Agreement or (c) any other claimthat Company may allege against Executive.          2. Benefits Upon Termination of Employment. Notwithstanding any provision of theEmployment Agreement to the contrary, upon a termination of employment by the Company or theExecutive for any reason or no reason, the provisions of Sections 5.2(b)(i), (iii) and (iv) of theEmployment Agreement shall apply.          3. Return of Property. The Executive acknowledges that all written materials,records, and documents made by him during his employment or in his possession, custody, or controlconcerning the business or affairs of the Company and its affiliates are the sole property of theCompany and its affiliates. The Executive agrees that he will return or has returned to theCompany, all property of the Company or its affiliates which is or has been in his possession,custody, or control, including but not limited to documents (whether in hard copy format orelectronically stored) and any and all copies thereof; personal handheld devices, and any otherelectrical or other equipment; and company credit cards, identification cards or any otherapplicable access rights, accounts or lines of credit he may have had access to upon anytermination of his employment with the Company, except that Executive shall be entitled to retainthe cellular telephone (and the telephone number for such telephone) provided by the
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Company to Executive. The Executive covenants that once his employment has ended there willbe no documents or other property of the Company or its affiliates made by him or will be in hispossession. In addition, the Executive covenants that there will be no documents or other propertyof the Company or its affiliates that will be in his possession, custody, or control that cannot beaccessed by the Company and that he voluntarily will disclose to the Company all computer passwordsand other like access codes to any Company documents, e-mails, records or other information knownto Executive as soon as possible, but in no event later than 30 days after his date of terminationof employment.          4. Regulatory Filings. The Executive shall cooperate with the Company in preparingand filing with any regulatory entities any report, filing or other document required by law orappropriate business practice in connection with the Executive’s employment or the transactionscontemplated by this Amendment and Release.          5. General Release. (a) The Executive, for himself and his heirs, executors,administrators, successors, and assigns, hereby releases and discharges (i) the Company and itsdirect and indirect parents and subsidiaries and its other affiliated companies; (ii) each of theirrespective past and present officers, directors, agents, and employees; and (iii) all the employeebenefit plans of the Company or any of its affiliated companies, any trusts and other fundingvehicles established in connection with any such plans, any members of committees established underthe terms of any such plans, and any administrators or fiduciaries of any such plans, from any andall actions, causes of action, claims, demands, grievances, and complaints, known and unknown,which he or his heirs, executors, administrators, successors, and assigns have, ever had, or evermay have based upon any act or omission occurring up to and including the Effective Date of thisAmendment and Release; provided, however, that this Release shall not extend to his right toreceive accrued benefits or other payments under and in accordance with the terms of any employeebenefit plan of the Company in which he is a participant and this Release shall not extend to anyright of Executive to indemnity or defense by the Company of claims asserted by third partiesagainst the Executive arising in connection with Executive’s employment or status as an officer ordirector of the Company.
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          (b) The Executive acknowledges and agrees that, except as otherwise provided in the precedingsubsection, this release is intended to cover and does cover, but is not limited to, (i) any claimunder Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, theCivil Rights Act of 1991, the Age Discrimination in Employment Act, as amended by the Older WorkersBenefit Protection Act, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, theAmericans with Disabilities Act of 1990, or the Family and Medical Leave Act, each as amended; (ii)any claim of employment discrimination whether based on a federal, state, or local statute or courtor administrative decision; (iii) any claim for wrongful or abusive discharge, breach of contract,invasion of privacy, intentional infliction of emotional distress, defamation, or other common lawcontract or tort claims; (iv) any claims, whether statutory, common law, or otherwise, arising outof the terms or conditions of his employment at the Company; and (v) any claim for attorneys’ fees,costs, disbursements, or other like expenses.          (c) The Company, for itself and its successors, and assigns, hereby releases and discharges(i) the Executive from any and all actions, causes of action, claims, demands, grievances, andcomplaints, known and unknown, which the Company or its successors or assigns have, ever had, orever may have based upon any act or omission occurring up to and including the Effective Date ofthis Amendment and Release. This section does not release the Executive from any acts of willfulmisconduct, willful or gross negligence, fraud,, misappropriation or embezzlement during the termof his employment with the Company through the Effective Date of this Amendment and Release.          6. Assertion of Released Claims. If the Executive or the Company commences or pursuesany judicial action or other proceeding in any forum which is ultimately determined to be barred,in whole or part, by the release contained in paragraph 6 hereof, other than a claim under the AgeDiscrimination in Employment Act, the commencing or pursuing party will pay the reasonableattorneys’ fees and costs actually incurred by the party found to be protected from liability bythe release; provided, however, that the Executive shall not be required to make such a payment inrespect of a claim under the
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Age Discrimination in Employment Act unless the claim is brought in bad faith. This Amendmentand Release shall not limit in any way the Company’s or the Executive’s rights to seek payment oflegal fees to the extent the Company may do so in accordance with both federal and state law.          7. Acknowledgement of Facts Regarding Release. The Executive acknowledges that he ishereby advised to consult with legal counsel before signing this Amendment and Release; that he hasobtained such advice as he deems necessary with respect to this Amendment and Release; that he hasfully read and understood the terms of this Amendment and Release; and that he is signing thisAmendment and Release knowingly and voluntarily, without any duress, coercion, or undue influence,and with an intent to be bound.          8. Future Release. The Executive and the Company agrees that they will execute anadditional release and waiver to be effective as of the termination of the Executive’s employmentfor any reason, with such terms substantially the same as Paragraphs 6, 7 and 8 hereof.          9. Non-Disparagement. Each party agrees, except pursuant to compulsory legal process,not to make any disparaging, adverse, derogatory, or defamatory statement, in writing or orally,concerning the other, or, where applicable, any affiliates, officers, directors, or employees.Breach of the foregoing provision shall not constitute grounds for termination or rescission ofthis Agreement; the exclusive remedies for breach of this Section 10 shall be a claim for damagesand/or a claim for injunctive relief..          10. Entire Agreement. This Amendment and Release contains the entire agreement andunderstanding of the parties with respect to the subject matter hereof and supersedes and replacesall prior negotiations, agreements and proposed agreements, whether written or oral with respect tosuch matters. The Executive and the Company each acknowledge and confirm that neither they nor anyagent or attorney has made any promise, representation, or warranty whatever, express, implied, orstatutory, not contained herein concerning the subject matter hereof, to induce the other party toexecute the Amendment and Release.
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          11. No Third-Party Beneficiaries. This Amendment and Release is solely for thebenefit of the parties set forth in this Amendment and Release, and the Executive’s estate in theevent of death or disability prior to payments being made, and should not be deemed to confer uponthird parties any remedy, claim, liability, reimbursement, claims or action or other right inexcess of those existing without reference to this Amendment and Release.          12. Certain Matters Relating to Enforceability. Any provision of this Amendment andRelease which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, beineffective to the extent of such prohibition or unenforceability without invalidating theremaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shallnot invalidate or render unenforceable such provision in any other jurisdiction.          13. No Oral Modification. This Amendment and Release may not be modified or amendedexcept by an instrument in writing signed by the parties hereto.          14. Governing Law. This Amendment and Release shall be governed by the substantivelaws of the State of New York without regard to its conflict of laws provisions.          15. Tax Withholding. The Company may withhold from any compensation or benefitspayable under this Amendment and Release all Federal, State, City, or other taxes as it determinesare required pursuant to any law or governmental regulations or ruling.          16. Counterparts. This Amendment and Release may be signed in one or morecounterparts, each of such counterparts constituting an original and all of such counterpartstogether constituting one instrument.          17. Headings. The headings of the paragraphs herein are included for reference onlyand are not intended to affect the meaning or interpretation of the Amendment and Release.
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          IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Release as of the dateand year first above written.                 James Bourg           Date:                    FELDMAN MALL PROPERTIES, INC.           By:         Name:      Title:           Date:           
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