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                                                                      EXHIBIT 10

                              VALENCIA MARKETPLACE

                           PURCHASE AND SALE AGREEMENT

                                       by

                                       and

                                     between



                      THE NEWHALL LAND AND FARMING COMPANY,
                       (a California Limited Partnership)

                                    "Seller"


                                       and


                               SAMUEL S. MEVORACH

                                   "Purchaser"


                                   Dated as of
                                 January 7, 1998


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                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                           PAGE
<S>     <C>                                                                                <C>
1.      IDENTIFICATION OF PARTIES..........................................................  1
2.      DESCRIPTION OF THE PROPERTY........................................................  1
3.      THE PURCHASE PRICE.................................................................  2
4.      TITLE..............................................................................  4
5.      REPRESENTATIONS AND WARRANTIES OF SELLER...........................................  5
6.      REPRESENTATIONS AND WARRANTIES OF PURCHASER........................................  9
7.      SELLER'S DELIVERIES; PURCHASER'S DUE DILIGENCE..................................... 10
8.      CONDITIONS PRECEDENT TO CLOSING.................................................... 12
9.      COVENANTS OF SELLER................................................................ 14
10.     COVENANTS OF PURCHASER............................................................. 22
11.     SELLER'S CLOSING DOCUMENTS......................................................... 24
12.     PURCHASER'S CLOSING DOCUMENTS...................................................... 25
13.     FEES, EXPENSES, PRORATIONS AND ADJUSTMENTS......................................... 26
14.     CLOSING............................................................................ 30
15.     LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION....................................... 30
16.     DEFAULT............................................................................ 32
17.     BROKER'S COMMISSION................................................................ 34
18.     ESCROW............................................................................. 35
19.     MISCELLANEOUS...................................................................... 37
20.     ARBITRATION........................................................................ 40


EXHIBIT LIST

A-1     Legal Description of Valencia Marketplace
A-2     Legal Description of Power/Promotional Center
A-3     Legal Description of Community Center/Triangle
B       List of Personal Property
C-1     Valencia Marketplace Schedule of Existing Leases
C-2     Power/Promotional Center Schedule of Existing Leases
C-3     Community Center/Triangle Schedule of Existing Leases
D       Form of Declaration of Covenants, Conditions and Restrictions for Valencia Marketplace
E       Schedule of Contracts
F       Form of Estoppel Agreement
G       Site Plan
H       Project Pro-Forma
I       Seller's Standard Landlord Work Letter
J       Hypothetical Examples of Rent Subsidy Calculations

SCHEDULE LIST

5       Seller's Disclosures
9       Approved New Tenant Prospects

</TABLE>

                                       i.


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                           PURCHASE AND SALE AGREEMENT



               1.     IDENTIFICATION OF PARTIES

                      THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is
dated as of this 7th day of January, 1998, and entered into by and between THE
NEWHALL LAND AND FARMING COMPANY (a California Limited Partnership) ("Seller"),
and SAMUEL S. MEVORACH ("Purchaser").

               2.     DESCRIPTION OF THE PROPERTY

                      Seller hereby agrees to sell and convey to Purchaser and
Purchaser hereby agrees to purchase from Seller all of Seller's right, title and
interest in and to the following:

                      (a) That certain real property located in the
        unincorporated community of Valencia, County of Los Angeles, State of
        California, commonly known as Valencia Marketplace; (collectively, the
        "Valencia Marketplace") and legally described on Exhibit "A-1" attached
        hereto consisting of: approximately 44.25 acres of land improved with a
        value-oriented shopping center containing approximately 528,456 square
        feet of leasable space ("Power/Promotional Center"), which is more
        particularly described on Exhibit "A-2", attached hereto and
        approximately 31.63 acres of land improved with a community shopping
        center containing approximately 193,508 square feet of leasable space
        ("Community Center/Triangle"), which is more particularly described on
        Exhibit "A-3" attached hereto. The term "Real Property" includes both
        the land and improvements (the "Improvements") located on Valencia
        Marketplace, the Power/Promotional Center or the Community
        Center/Triangle land as the context requires.

                      (b) Except as specifically provided otherwise in Exhibits
        "A-1", "A-2" and "A-3" and Paragraph 10(a) of the Agreement, all rights,
        privileges, easements and appurtenances to the Real Property, including
        without limitation, all easements, rights-of-way, and other
        appurtenances used or connected with the beneficial use or enjoyment of
        the Real Property;

                      (c) All personal property, equipment, supplies and
        fixtures, if any, (collectively, the "Personal Property") owned by
        Seller and used in the operation of the applicable Real Property as
        described on Exhibit "B" attached hereto. The Purchaser acknowledges
        that the Personal Property does not include any personal property owned
        by Tenants, the property manager or service companies of Seller;

                      (d) All of Seller's interest as lessor in all leases
        covering the applicable Real Property (said leases, together with any
        and all amendments, modifications or supplements thereto and any New
        Leases and Post-Closing Leases (both of which are defined below), are
        hereinafter referred to collectively as the "Leases"). The existing
        Leases ("Existing Leases") are identified on Exhibit "C-1" attached
        hereto. The Existing


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        Leases for the Power/Promotional Center are identified on Exhibit "C-2"
        and the Existing Leases for the Community Center/Triangle are identified
        on Exhibit "C-3"; and

                      (e) Except as specifically provided otherwise in Exhibits
        "A-1", "A-2" and "A-3" or otherwise in this Agreement, including without
        limitation, Seller's reservation under Paragraph 10(a), all intangible
        property owned by Seller and used in connection with the foregoing,
        including, without limitation, any and all plans and specifications,
        contract rights, licenses, permits and construction and manufacturer
        warranties, if any, and the right to use the name "Valencia Marketplace"
        (the "Intangible Personal Property"). The Real Property, the Personal
        Property and the Intangible Personal Property related to Valencia
        Marketplace, are sometimes collectively referred to as the "Property").
        The Real Property, Personal Property and Intangible Personal Property
        related to the Power/Promotional Center are sometimes collectively
        referred to as the "Power/Promotional Center Property". The Real
        Property, Personal Property and Intangible Personal Property related to
        the Community Center/Triangle are sometimes collectively referred to as
        the "Community Center/Triangle Property."

               The description of Property above is not intended to expand the
representations and warranties of Seller in Article 5; provided that Seller
represents, warrants and covenants that Seller shall not use the name "Valencia
Marketplace" on any other shopping center development.

               3.     THE PURCHASE PRICE

                      The purchase price of the Property is One Hundred Twelve
Million Dollars ($112,000,000) (the "Purchase Price") consisting of the
"Power/Promotional Center Purchase Price" of approximately Seventy-two Million
Dollars ($72,000,000) and the "Community Center/Triangle Purchase Price" of
approximately Forty Million Dollars ($40,000,000). During the Contingency Period
(as defined below), Purchaser may adjust the allocation of the total Purchase
Price between the Power/Promotional Center Property and the Community
Center/Triangle Property by up to Two Million Dollars ($2,000,000). The
Power/Promotional Center Purchase Price shall be between $70,000,000 and
$74,000,000 and the Community Center/Triangle Purchase Price shall be between
$38,000,000 and $42,000,000; provided, however, the sum of the Power/Promotional
Center Purchase Price and Community Center/Triangle Purchase Price shall equal
One Hundred Twelve Million Dollars ($112,000,000). Prior to expiration of the
Contingency Period, Purchaser shall advise Seller and Escrow Holder in writing
of Purchaser's allocation of the Purchase Price between the Power/Promotional
Center Property and Community Center/Triangle Property that is permitted by this
Article 3. If Purchaser fails to so notify Seller and Escrow Holder, the
Power/Promotional Center Purchase Price shall be $72,000,000 and the Community
Center/Triangle Purchase Price shall be $40,000,000. Within two (2) days after
execution of this Agreement, Purchaser and Seller shall open escrow ("Escrow")
with American Title Insurance Company's Westlake Office, Attention: Mary
Patterson ("Escrow Holder") by depositing a duplicate, executed original of this
Agreement in accordance with Paragraph 18(a) of this Agreement. Escrow Holder
shall open separate subescrows ("Subescrow") to facilitate separate closings
("Closings") for the Power/Promotional Center Property and Community
Center/Triangle Property. The Closing for the Power/Promotional Center Property
is referred to as the "Power/Promotional Center Closing" and


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the Closing for the Community Center/Triangle Property is referred to as the
"Community Center/Triangle Closing". The Subescrow for the Power/Promotional
Center Property is referred to as the "Power/Promotional Center Escrow" and is
identified by Escrow Holder as Escrow number 3695-MP. The Subescrow for the
Community Center/Triangle Property is referred to as the "Community
Center/Triangle Escrow" and is identified by Escrow Holder as Escrow number
3696-MP. The Purchase Price shall be paid to Seller by Purchaser as follows:

                      (a) Initial Deposit. On or before the later of (i) two (2)
        business days after Seller advises Purchaser that Seller's Board of
        Directors has approved this Agreement or (ii) January 12, 1998,
        Purchaser shall deposit in Escrow with Escrow Holder, an earnest money
        deposit in the amount of Two and one-half percent (2.5%) of the Purchase
        Price, which is equal to Two Million Eight Hundred Thousand Dollars
        ($2,800,000) (the "Initial Deposit"). The Initial Deposit paid by
        Purchaser pursuant to the terms hereof shall be deposited in a trust
        account in Escrow, with Escrow Holder, to be held in interest bearing
        obligations of the United States Government, in an institutional savings
        account, or in such other investments as Purchaser may by written
        instrument direct. In lieu of depositing the Initial Deposit in cash
        with Escrow Holder, Purchaser may elect to deliver the Initial Deposit
        to Escrow Holder, on or before (i) the later of two (2) business days
        after Seller advises Purchaser that Seller's Board of Directors has
        approved this Agreement or (ii) January 12, 1998, in the form of an
        irrevocable standby letter of credit ("LOC") issued by a commercial bank
        acceptable to Seller in the amount of the Initial Deposit, with a March
        15, 1998, expiration date, naming the Seller as beneficiary and drawable
        upon sight draft. Unless Purchaser has either elected to terminate this
        Agreement or deposit the Initial Deposit or Deposit in cash with Escrow
        Holder on or before the expiration of the Contingency Period, the Escrow
        Holder shall deliver the LOC to Seller on the next business day
        following expiration of the Contingency Period. Seller shall not draw on
        the LOC unless the Contingency Period expires without Purchaser's
        termination of Escrow and the total Deposit (as defined below) has not
        been released to Seller upon expiration of the Contingency Period. Upon
        Seller or Escrow Holder's receipt of the Deposit in cash, the LOC shall
        be returned to Purchaser. The commercial bank issuing the LOC shall have
        a senior, unsecured debt investment grade rating of "AA" as determined
        by Moodys or Standard & Poors and shall have an office in the central
        business district of the City of Los Angeles capable of honoring the
        presentation of the LOC by Seller.

                      (b) Additional Deposit. Upon expiration of the Contingency
        Period (as defined below), if Purchaser has deposited the Initial
        Deposit with Escrow Holder in cash, Purchaser shall deposit with Escrow
        Holder an additional deposit (the "Additional Deposit") of Two Million
        Eight Hundred Thousand Dollars (representing two and one-half percent (2
        1/2%) of the Purchase Price), establishing a total deposit in the amount
        of Five Million Six Hundred Thousand Dollars (representing five percent
        (5%) of the Purchase Price). The Initial Deposit and Additional Deposit
        are collectively referred to as the "Deposit." If the Purchaser elects
        to deliver an LOC to the Escrow Holder as the form of the Initial
        Deposit, then Purchaser shall deposit Five Million Six Hundred Thousand
        Dollars (representing five percent (5%) of the Purchase Price) as the
        Additional Deposit upon expiration of the Contingency Period. The total
        Deposit in the amount of Five


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        Million Six Hundred Thousand Dollars ($5,600,000) shall be released to
        the Seller upon the expiration of the Contingency Period and Seller or
        Escrow Holder shall then return the LOC, if any, to the Purchaser upon
        Seller's receipt of the Deposit.

                      In the event the purchase and sale of the
Power/Promotional Center Property and Community Center/Triangle Property are
consummated as contemplated hereunder, the Deposit plus all interest accrued
thereon shall be credited to Purchaser against the Community Center/Triangle
Purchase Price upon the close of the Community Center/Triangle Escrow. Interest
shall accrue on the Deposit at a rate of six percent (6%) per annum from the
date the Deposit is received by the Seller through the earlier of the date of
Closing of the Community Center/Triangle Escrow or the date the Deposit is
returned to the Purchaser, as applicable. In the event the purchase and sale of
the Power/Promotional Center Property or Community Center/Triangle Property is
not consummated because of the failure of any Condition Precedent or any other
reason except for a default under this Agreement on the part of Purchaser, the
Deposit plus all interest accrued thereon shall be immediately refunded to
Purchaser. In the event the purchase and sale of the Power/Promotional Center
Property or Community Center/Triangle Property is not consummated because of a
default under this Agreement on the part of Purchaser, the Deposit shall be paid
to and retained by Seller together with all interest accrued thereon in
accordance with Article 16 (Default).

                      (c) Power/Promotional Center Purchase Price. Purchaser
        shall deposit the Power/Promotional Center Purchase Price with Escrow
        Holder in cash or immediately available federal funds at least one (1)
        business day prior to the Power/Promotional Center Closing Date (as
        defined in Article 14).

                      (d) Community Center/Triangle Purchase Price. Purchaser
        shall deposit the balance of the Community Center/Triangle Purchase
        Price (in excess of the Deposit released to Seller and accrued interest
        credited to Purchaser) with Escrow Holder in cash or immediately
        available federal funds at least one (1) business day prior to the
        Community Center/Triangle Closing Date (as defined in Article 14).

               4.     TITLE

                      Prior to the execution of this Agreement or as soon
thereafter as is reasonably possible, Seller shall cause Chicago Title Insurance
Company of California (the "Title Company") to deliver to Purchaser a current,
standard coverage preliminary title report on the Property (the "PTR") issued by
the Title Company, together with copies of all documents relating to the title
exceptions referred to in such PTR. Purchaser shall have the right to request
that the Title Company issue a separate PTR for the Power/Promotional Center
Property and a separate PTR for the Community Center/Triangle Property. During
the Contingency Period, Purchaser shall have the right to obtain, at Purchaser's
expense, a current survey of the Real Property sufficient to enable the Title
Company to issue an ALTA owner's policy of title insurance (the "Survey"),
showing lot lines and monuments, building lines, easements both burdening and
benefiting the Real Property, utilities, including water and sewer lines to the
point of connection with the public system, the Improvements (including loading
docks and parking spaces), encroachments, if any, on the Real Property.
Purchaser shall have the right to obtain, at


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Purchaser's expense, a separate survey for the Power/Promotional Center and
Community Center/Triangle during the Contingency Period.

                      Purchaser shall notify Seller of any disapproved title
exceptions within the Contingency Period (as defined below). All other title
exceptions set forth in the PTR, the printed exclusions contained in a standard
ALTA Owner's Policy of Title Insurance, the Declaration of Restrictions and
Grant of Easements dated as of September 6, 1994 ("REA"), and the Supplemental
Declaration of Covenants, Conditions and Restrictions for the Property
substantially in the form approved by Purchaser during the Contingency Period
and to be attached hereto as Exhibit "D" which approval shall not be
unreasonably withheld, conditioned or delayed (as the same may be amended prior
to the Power/Promotional Center Closing Date, collectively, the "CC&Rs") shall
constitute the "Permitted Encumbrances." Notwithstanding anything to the
contrary contained in the preceding sentence, Seller shall remove any monetary
encumbrance affecting the applicable Property voluntarily placed or permitted to
be placed on the applicable Property by Seller prior to the applicable Closing
Date (as defined in Article 14). Prior to the expiration of the Contingency
Period, Seller shall notify Purchaser in writing of any disapproved exceptions
or survey matters which Seller is unable to cause to be removed or
satisfactorily insured against and Purchaser shall then, within seven (7) days
thereafter, elect, by giving written notice to Seller and Escrow Holder, (i) to
terminate this Agreement, or (ii) to waive its disapproval of such exceptions or
survey matters (such exceptions or survey matters shall then be deemed to be
"Permitted Encumbrances"). In the event Purchaser elects to terminate this
Agreement as a result of Purchaser's disapproval of title, this Agreement shall
become null and void with no further obligation on the part of either party and
any money or documents in Escrow or LOC deposited with Escrow Holder shall be
returned to the party depositing the same, except that Purchaser's indemnity
obligations shall survive any such termination of this Agreement.

                      Purchaser hereby acknowledges that title to the Property
will be transferred subject to the CC&R's that will, among other things, (i)
require that Purchaser maintain and operate the Property as a first-class
shopping center, as defined in the CC&R's, and maintain and replace landscaping
in accordance with the approved landscaping plan for Valencia Marketplace; (ii)
prohibit Purchaser from changing the name of the Property from "Valencia
Marketplace"; (iii) obligate the Purchaser to maintain the Property and all
signage for the Property in accordance with the Valencia Marketplace Signage
Guidelines and Valencia Marketplace Design Guidelines; and (iv) provide for
reciprocal easements between the Power/Promotional Center Property and Community
Center/Triangle Property. Any variance from the Valencia Marketplace Signage
Guidelines or Valencia Marketplace Design Guidelines will require the approval
of the Seller's Architectural Review Committee. The CC&R's will have an initial
term of fifty (50) years from the date of the Power/Promotional Center Closing
and shall be subject to Purchaser's review and approval during the Contingency
Period, which approval shall not be unreasonably withheld, conditioned or
delayed.

               5.     REPRESENTATIONS AND WARRANTIES OF SELLER

                      Except as set forth in Schedule 5 of this Agreement,
Seller represents and warrants to Purchaser that the following matters are true
and correct in all material respects as


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of the date of execution of this Agreement and will also be true and correct as
of the applicable Closing Date:

                      (a) Seller has received no notice advising Seller of a
        violation of any applicable building codes, environmental, zoning,
        subdivision, and land use laws, and other local, state and federal laws
        and regulations and Seller has no actual knowledge of any such
        violation.

                      (b) To the best of Seller's knowledge and to the extent
        available, the Rent Roll, Operating Statements, sales volume reports,
        operating budget, plans and specifications, the studies and reports ,
        the Tax Bills (as defined below), the Existing Leases, and the temporary
        certificate(s) of occupancy or their equivalent that have been delivered
        to Purchaser or that are made available for Purchaser's review are true,
        correct and complete copies. The Rent Roll shall contain the tenant
        name, current rent, any security deposit, expiration date of the
        Existing Lease, the status of rent payments and the location of the
        space. Seller has not received any notice from any governmental
        authority that the temporary certificate(s) of occupancy or their
        equivalent for the portion of the Property that has been completed as of
        the date hereof are not in full force and effect or that they have been
        revoked or rescinded. Except as disclosed to Purchaser in writing, there
        are no other pending insurance claims or litigation documents.

                      (c) To the best of Seller's knowledge, the Existing Leases
        are in full force and effect, without default by any party and without
        any right of set-off, except as disclosed in the Existing Leases and
        Estoppel Certificates. The copies of the Existing Leases and other
        agreements with the tenants under the Existing Leases (the "Tenants")
        delivered to Purchaser pursuant to this Agreement constitute the entire
        agreements with such Tenants relating to the Property, have not been
        amended, modified or supplemented, except for such amendments,
        modifications and supplements delivered to Purchaser or set forth in the
        Estoppel Certificates, and there are no other leases or tenancy
        agreements affecting the Real Property, except for New Leases.

                      (d) Upon consummation of this transaction, except for
        commissions for New Leases contemplated by this Agreement, there will be
        no brokerage or leasing fees or commissions or other compensation due or
        payable on an absolute or contingent basis to any person, firm,
        corporation, or other entity, with respect to or on account of any of
        the Existing Leases and no such fees, commissions or other compensation
        shall, by reason of any existing agreement, become due during the terms
        of any of the Existing Leases or with respect to any renewal or
        extension thereof or the leasing of additional space by any Tenant,
        except as disclosed in writing to Purchaser, prior to the end of the
        Contingency Period.

                      (e) Exhibit E attached hereto is a true and complete
        schedule of all of the Contracts (as hereinafter defined in Article 7),
        true, complete and correct copies of which have been delivered to
        Purchaser or will be made available for Purchaser's review during the
        Contingency Period. To the best of Seller's knowledge, the Contracts are
        in


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        full force and effect and, except as disclosed in writing to Purchaser
        prior to the end of the Contingency Period, are terminable upon thirty
        (30) days notice by either party thereto.

                      (f) Except as disclosed to Purchaser in writing prior to
        the end of the Contingency Period, Seller has not received any notice of
        any condemnation, environmental, zoning or other land-use regulation
        proceedings, either instituted or planned to be instituted, which would
        detrimentally affect the value of the Property or the use and operation
        of the Property for its current use, nor has Seller received any notice
        of any assessments affecting the Property other than as set forth in the
        PTR and Seller has no actual knowledge of any such proceeding or
        assessments, except for reassessments resulting from the change in
        ownership and new construction of Improvements on the Property
        contemplated by this Agreement.

                      (g) Seller has not received any notice advising that any
        water, sewer, gas, electric, telephone, or drainage facilities or any
        other utilities required by law for the present use and operation of the
        Property are not installed across public property or valid easements to
        the boundary lines of the Real Property, or are not connected pursuant
        to valid permits, and Seller has no actual knowledge of any such facts,
        and Seller has received no notice from Tenants that such facilities are
        inadequate to service the Property or are not in good operating
        condition and Seller has no actual knowledge of any such inadequacy.

                      (h) Seller has not received any notice advising of the
        failure to obtain any licenses, permits, easements, or rights-of-way,
        required from all governmental authorities having jurisdiction over the
        Property or from private parties for the present use and operation of
        the Property and to assure vehicular and (except for the Paseo Bridge
        across the Old Road) pedestrian ingress to and egress from the Real
        Property at all access points currently being used.

                      (i) Seller is a California limited partnership duly formed
        and validly existing under the laws of the State of California; all the
        documents executed by Seller which are to be delivered to Purchaser at
        the applicable Closing are duly authorized, executed, and delivered by
        Seller and are legal, valid, and binding obligations of Seller
        enforceable against Seller in accordance with their respective terms
        (except to the extent that such enforcement may be limited by applicable
        bankruptcy, insolvency, moratorium and other principles relating to or
        limiting the right of contracting parties generally), are sufficient to
        convey title (if they purport to do so), and do not violate any
        provisions of any agreement to which Seller is a party or to which
        Seller is subject.

                      (j) At the applicable Closing, there will be no
        outstanding contracts made by Seller for the construction or repair of
        any Improvements to the Property which have not been fully paid for,
        except for contracts related to improvements required to be built by New
        Leases, Post-Closing Leases, the Rent Subsidy Agreement or this
        Agreement or as disclosed in writing to Purchaser, and Seller shall,
        prior to the applicable Closing Date, cause to be discharged all
        mechanics' or materialmen's liens arising from any labor


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        or materials furnished to the Property at the request or on behalf of
        Seller, its agents, representatives or employees prior to the applicable
        Closing Date, except for inchoate mechanics' lien claims relating to
        improvements contemplated by New Leases, Post-Closing Leases, Rent
        Subsidy Agreement or this Agreement.

                      (k) Except as disclosed to Purchaser in writing prior to
        the end of the Contingency Period, Seller does not keep, and, has not
        received any notice advising that anyone else has kept, whether
        temporarily or permanently, any hazardous or toxic material or waste at
        the Property in such a manner as would violate applicable state, federal
        or local law or regulation. Except as disclosed to Purchaser in writing,
        Seller has not done any independent investigation or environmental audit
        in connection herewith. Except as disclosed to Purchaser in writing
        prior to the end of the Contingency Period, to the best of Seller's
        knowledge, there is no asbestos at the Property.

                      (l) Except as disclosed to Purchaser in writing prior to
        the end of the Contingency Period, Seller has not received any notice
        from any insurance carrier or from any Tenant of any defects or
        inadequacies in the Property, or in any portion thereof, which would
        adversely affect the insurability thereof or the cost of such insurance.

                      (m) To the best of Seller's knowledge, except as disclosed
        to Purchaser in writing prior to the end of the Contingency Period,
        there are no pending, and Seller has not received any notice of any
        threatened, legal proceedings or actions of any kind or character
        affecting the Property or Seller's interest therein.

                      (n) Seller is not a "foreign person" within the meaning of
        Section 1445(f) (3) of the Internal Revenue Code of 1954, as amended
        (the "Code"), and Seller will furnish to Purchaser, prior to each
        Closing, affidavits in form reasonably satisfactory to Purchaser
        confirming the same and satisfying the requirements under the Code and
        the California Revenue and Taxation Code.

               All representations and warranties made in this Agreement shall
not merge into any instrument or conveyance delivered at the applicable Closing.
As used in this Agreement, "to the best of Seller's knowledge" or "to the
knowledge of Seller" or "actual knowledge of Seller" means that the facts in
question are actually known (as opposed to imputed or constructive knowledge) to
Mr. Thomas E. Dierckman, Senior Vice President of Seller, Mr. James E. Brown,
Vice President of Valencia Company, a division of Seller, Mr. Thomas Cole,
Project Manager of Seller for the construction of the Property, Mr. Phil Nowlin,
Controller of the Commercial division of Valencia Company, or Mr. Daniel Bryant,
Assistant Secretary of Seller, without any due diligence. Seller shall have no
duty of investigation with respect to any representation made to the best of its
knowledge and shall not be charged with "constructive" or deemed knowledge.
Further, Seller's obligations to disclose matters "known to Seller" or words of
like import as used in this Agreement shall be deemed breached only if Mr.
Thomas E. Dierckman, Mr. James E. Brown, Mr. Thomas Cole, Mr. Phil Nowlin or Mr.
Daniel Bryant, had actual knowledge (as opposed to imputed or constructive
knowledge) of the falsity of such matter not disclosed to Buyer. Purchaser's
right to make a claim against Seller for any material breach or material
inaccuracy of any representation and warranty shall survive the applicable
Closing Date for a period of twelve (12) months, with the exception of the
representation and warranty made in


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Paragraph (n) above, for which Purchaser's right shall survive the applicable
Closing Date for a period of five (5) years. The parties hereby waive any
statute of limitations which would otherwise apply. Any written disclosures made
to Purchaser by Seller, any Tenant or any other person or entity prior to the
applicable Closing Date shall constitute notice to Purchaser of the matter
disclosed, and Seller shall have no further liability thereafter if Purchaser
waives such matter and consummates the transaction contemplated hereby; provided
that (i) any such disclosures after expiration of the Contingency Period which
materially and adversely affect the Property, as a whole, shall give Purchaser
the right to terminate this Agreement prior to the Power/Promotional Center
Closing Date and receive back its Deposit plus accrued interest; and (ii) any
such disclosures after the Power/Promotional Center Closing Date that materially
and adversely affect the Community Center/Triangle, as a whole, and which are
not corrected by Seller on or before the Outside Closing Date (as defined below)
shall give Purchaser the right to terminate the Community Center/Triangle Escrow
and receive back its Deposit plus accrued interest. In the event that, prior to
the applicable Closing, Purchaser receives notice of any information which
indicates that any of the foregoing representations and warranties are untrue,
Purchaser shall promptly advise Seller in writing of such information. Purchaser
shall be deemed to have waived such representation and warranty to the extent
Purchaser fails to notify Seller of such information pursuant to the preceding
sentence and thereafter consummates the transaction contemplated hereby. In the
event Purchaser waives, or is deemed to have waived, any representation or
warranty, then Seller shall have no liability under this Article for such
representation or warranty to the extent waived. In the event this Agreement is
terminated because of a failure of conditions in Article 8 or pursuant to
Article 15, then Seller shall have no liability under this Article, except for
the return of Purchaser's Deposit plus accrued interest less Purchaser's share
of Escrow Holder and Title Company's Escrow and title cancellation fees.

               6.     REPRESENTATIONS AND WARRANTIES OF PURCHASER

                      Purchaser hereby represents and warrants to Seller that he
has the financial capacity to perform his obligations under this Agreement and
that this Agreement has been, and all the documents to be delivered by Purchaser
to Seller at the applicable Closing will be, duly authorized, executed and
delivered by Purchaser, are, and in the case of the documents to be delivered
will be, legal and binding obligations of Purchaser, are, and in the case of the
documents to be delivered, will be enforceable in accordance with their
respective terms (except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency, moratorium and other principles relating to
or limiting the rights of contracting parties generally), and do not, and will
not at the applicable Closing, violate any provisions of any agreement to which
Purchaser is a party or to which it is subject. The Property, including the
Power/Promotional Center Property and Community Center/Triangle Property, is
purchased and sold "AS IS," except for Seller's express representations,
covenants and warranties that are contained in this Agreement. The Purchase
Price, including the allocation of the Power/Promotional Center Purchase Price
and Community Center/Triangle Purchase Price, and the terms and conditions set
forth herein are the result of arm's-length bargaining between persons and
entities familiar with transactions of this kind, and said price, terms, and
conditions reflect the fact that Purchaser shall have the benefit of no
statements, representations, or warranties whatsoever made by or enforceable
directly or indirectly against Seller relating to the condition, operations,
dimensions, descriptions, soil condition, suitability, or any other attribute


                                     9

<PAGE>   12

or matter of or relating to the Property, except as expressly set forth in
Article 5 hereof. If Seller delivers any plans, specifications, surveys,
environmental reports, or engineering surveys with respect to the Property
("Plans") to Purchaser or, if Seller obtains or has obtained the services,
opinions, or work product of surveyors, architects, engineers, Title Company,
governmental authorities, or any other person or entity with respect to the
Property, Seller shall do so only for the convenience of both parties, and the
reliance by Purchaser upon any such Plans, services, opinions, or work product
shall not create or give rise to any liability of or against Seller. Such
representation and warranty shall not merge into any instrument or conveyance
delivered at the applicable Closing.

               7.     SELLER'S DELIVERIES; PURCHASER'S DUE DILIGENCE

                      During the Contingency Period, Seller shall provide access
to Purchaser to the following documents at Seller's corporate offices in
Valencia, California or at the Valencia offices of Seller's property manager:

                      (a) A current rent roll pertaining to the Property (the
"Rent Roll").

                      (b) A copy of all income and expense statements, year end
        financial and monthly operating statements for the Property (the
        "Operating Statements") and sales volume reports to the extent
        available.

                      (c) One (1) copy of building plans and specifications of
        the Improvements and any other plans and specifications relating to the
        Property in Seller's possession or control.

                      (d) A copy of the bill or bills issued for the most recent
        year for which bills have been issued for all real estate taxed
        (including assessed value) and personal property taxes and a copy of any
        and all notices pertaining to real estate taxes or assessments
        applicable to the Property (the "Tax Bills"). Seller shall promptly
        deliver to Purchaser a copy of any such bills or notices received by
        Seller after the date hereof even if received after the applicable
        Closing Date.

                      (e) A copy of all outstanding management, maintenance,
        repair, service, pest control and supply contracts (including, without
        limitation, janitorial, scavenger and landscaping agreements), equipment
        rental agreements and any other contracts relating to or affecting the
        Property (other than Existing Leases) which will be binding upon the
        Property or Purchaser subsequent to the applicable Closing Date, all as
        amended (collectively, the "Contracts"). All of such Contracts that are
        applicable to the Power/Promotional Center Property or Community
        Center/Triangle Property will be listed on an exhibit to the Assignment
        of Contracts for the Power/Promotional Center Property and Community
        Center/Triangle Property, which will be executed and delivered at the
        applicable Closing.

                      (f) A copy of all Existing Leases with the Tenants of the
        Property and any other agreements which are in effect relating thereto
        all as amended.


                                       10

<PAGE>   13


                      (g) Copies of the temporary certificate(s) of occupancy or
        their equivalent for completed portions of the Power/Promotional Center
        Property and completed portions of the Community Center/Triangle
        Property to the extent available.

                      (h) To the extent available and within Seller's possession
        and control, copies of phase one environmental reports, geologic and
        soil reports, engineering studies, conditions of approval of the
        tentative parcel map for the Property and surveys, if any.

                      (i) Reasonable proof of the authority of the signatory or
        signatories of this Agreement to execute this Agreement on behalf of
        Seller. Purchaser understands that Seller's obligations under this
        Agreement are subject to approval of Seller's Board of Directors which
        is currently scheduled to meet on January 21, 1998. Seller's senior
        management agrees to present this Agreement in good faith to Seller's
        Board of Directors for approval and shall exercise due diligence to
        present it for approval to the executive committee of Seller's Board of
        Directors on or before January 9, 1998. Seller will advise Purchaser of
        the action taken by Seller's Board of Directors or the executive
        committee of Seller's Board of Directors on behalf of Seller's Board of
        Directors promptly after any action is taken but in any event on or
        before January 22, 1998.

                      Purchaser shall have the period (the "Contingency Period")
commencing on December 19, 1997, and terminating on February 17, 1998, to review
the Due Diligence Items and conduct Purchaser's due diligence with respect to
the Property. During normal business hours prior to the expiration of the
Contingency Period and with prior notification to Seller of the purpose and
scope of any proposed tests, Purchaser, its agents and representatives shall, at
Purchaser's sole cost and expense, be entitled: (i) to enter onto the Real
Property to perform inspections and tests of the Property, including all leased
areas (subject to the rights of the Tenants) and structural and mechanical
systems within the Improvements; and (ii) to interview the Tenants; provided,
however, such interviews shall not interfere with such Tenants' operations.
Purchaser shall conduct its Due Diligence review of Seller's leases, contracts,
plans, reports, studies, and other documents at Seller's corporate offices or at
the Valencia, California offices of Seller's property manager during normal
business hours and normal business days that Seller is open for business after
notice to Seller subject to the confidentiality requirements of Paragraph 19(n)
of this Agreement. Purchaser shall provide Seller with copies of all test
results and a reasonable opportunity for Seller to review the test result prior
to disclosure to any governmental or regulatory agency. Seller shall provide
Purchaser with access to a conference room in Seller's corporate offices or the
Valencia offices of Seller's property manager to review Seller's documents.
Purchaser shall indemnify, defend, protect and hold Seller and the Property
harmless from all loss, cost and expense (including attorneys' fees and court
costs) incurred, suffered by, or claimed against Seller or the Property by
reason of any actual damage to the Property or injury to persons caused by
Purchaser or its agents, employees or contractors in exercising its rights under
this Article 4. Purchaser shall obtain a commercial general liability policy
with combined liability limit of not less than Two Million Dollars ($2,000,000)
and shall name the Seller as an additional insured prior to Purchaser's entry
onto the Real Property to conduct any inspections or tests.



                                       11

<PAGE>   14

                      Purchaser shall notify Seller of Purchaser's disapproval,
if at all, of the matters reviewed by Purchaser in its due diligence, by written
notice delivered to Seller and Escrow Holder prior to the expiration of the
Contingency Period. Purchaser's failure to disapprove any such matters within
the Contingency Period shall be deemed Purchaser's approval of such matters.
This Agreement shall terminate upon Purchaser's disapproval, if at all, of
Purchaser's due diligence within the Contingency Period. In no event shall
Purchaser have the right to disapprove any such item after the expiration of the
Contingency Period unless there has been a material adverse change in any such
item after the expiration of the Contingency Period. Upon termination of this
Agreement pursuant to this Article: (a) each party shall promptly execute and
deliver to Escrow Holder such documents as Escrow Holder may reasonably require
to evidence such termination; (b) Escrow Holder shall return all documents to
the respective parties who delivered such documents to Escrow; (c) Escrow Holder
shall return all funds deposited into Escrow by Purchaser, including without
limitation, the Initial Deposit, together with any accrued interest on such
funds or Escrow Holder shall return the LOC to Purchaser if Purchaser elected to
deliver the Initial Deposit in the form of an LOC; (d) Purchaser and Seller
shall each pay one-half (1/2) of Escrow Holder's and Title Company's title and
escrow cancellation fees; (e) Purchaser shall return to Seller all Due Diligence
Items (including any studies or reports conducted by Purchaser) in Purchaser's
possession; and (f) the respective obligations of Purchaser and Seller under
this Agreement shall terminate; provided, however, notwithstanding the
foregoing, Purchaser's indemnity obligations under this Article 7 shall survive
any such termination of this Agreement, and the termination of this Agreement
shall not release any other indemnity obligation of Purchaser.

               8.     CONDITIONS PRECEDENT TO CLOSING

                      (a) The following shall be conditions precedent to
        Purchaser's obligation to close the Power/Promotional Center Closing on
        or before the Power/Promotional Center Closing Date and to close the
        Community Center/Triangle Closing on or before the Community
        Center/Triangle Closing Date (the "Conditions Precedent"):

                             (i) Purchaser shall have received and approved 
        executed estoppel certificates in the form required by such Tenant's
        lease or if no form is required, substantially in the form of Exhibit
        "F" attached hereto or other estoppel certificate form agreed upon by
        the parties during Purchaser's Contingency Period, from Tenants of the
        Power/Promotional Center who occupy more than 10,000 square feet in the
        Power/Promotional Center Property (collectively, the "Major Tenants of
        the Power/Promotional Center") prior to the Power/Promotional Center
        Closing Date and from Tenants of the Community Center/Triangle who
        occupy more than 10,000 square feet on the Community Center/Triangle
        Property (collectively "Major Tenants of the Community Center/Triangle")
        prior to the Community Center/Triangle Closing Date and estoppel
        certificates from Tenants occupying at least seventy percent (75%) of
        the remaining space developed on the Power/Promotional Center or
        Community Center/Triangle, as applicable, that is not subject to the
        Rent Subsidy Agreement (as defined below) prior to the applicable
        Closing Date. For those Tenants (other than Major Tenants of the
        Power/Promotional Center or Community Center/Triangle, as appropriate)
        who do not


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<PAGE>   15

        execute an estoppel certificate prior to the applicable Closing Date,
        Seller shall execute an estoppel certificate, on behalf of such Tenants,
        to Purchaser in substantially the same form as Exhibit "F"; provided,
        however, Seller will be released from all liability under any such
        estoppel certificate upon delivery of an estoppel certificate executed
        by any such Tenant. The estoppel certificates executed by Tenants shall
        not be dated earlier than sixty (60) days prior to the applicable
        Closing Date and the estoppel certificates executed by Seller shall not
        be dated earlier than five (5) days prior to the applicable Closing
        Date.

                             (ii) Title shall have been approved by Purchaser
        under Article 4 with the Title Company standing ready to issue an ALTA
        Owner's standard coverage policy of title insurance insuring Purchaser's
        interest in the Power/Promotional Center or Community Center/Triangle,
        as applicable, dated as of the day of the applicable Closing Date, with
        liability in the amount of the Power/Promotional Center Purchase Price
        or Community Center/Triangle Purchase Price, as applicable, subject only
        to the Permitted Encumbrances, together with such endorsements as
        Purchaser may reasonably require (the "Title Policy").

                             (iii) Purchaser shall not have terminated this
        Agreement during the Contingency Period under Article 7 and shall have
        approved the CC&R's and form of Rent Subsidy Agreement.

                             (iv) Seller's representations and warranties shall
        remain true and correct in all material respects.

                      (b) The following shall be conditions precedent to
        Seller's obligation to close the Power/Promotional Center Closing on or
        before the Power/Promotional Center Closing Date and to close the
        Community Center/Triangle Closing on or before the Community Center
        Closing Date:

                             (i) On or before January 22, 1998, Seller's Board
        of Directors or executive committee of Seller's Board of Directors on
        behalf of Seller's Board of Directors shall have approved Seller's
        execution and performance of the obligations of Seller contemplated by
        this Agreement. If Seller's Board of Directors, or executive committee
        of Seller's Board of Directors on behalf of Seller's Board of Directors,
        does not approve this Agreement on or before January 22, 1998, this
        Agreement shall terminate, except for Purchaser's indemnity and
        confidentiality of obligations under Article 7 and Paragraph 19(n).

                             (ii) Notwithstanding anything to the contrary
        contained in this Agreement, the Power/Promotional Center Closing shall
        have occurred in accordance with this Agreement as a condition precedent
        to the Community Center/Triangle Closing. This condition precedent is
        for the benefit of Seller and may not be waived by Purchaser.

                             (iii) Purchaser's representations and warranties
        shall remain true and correct in all material respects.



                                       13

<PAGE>   16

                             (iv) Purchaser and Seller shall have approved the
        form of the Rent Subsidy Agreement.

               9.     COVENANTS OF SELLER

                      Seller hereby covenants with Purchaser, as follows:

                      (a)    Rent Subsidy:

                             (i) Seller is responsible for marketing (including
        leasing commissions agreed to by Seller) and leasing the remaining space
        on the Property or to be built pursuant to Paragraph 9(b) below, at
        rental rates on an aggregate, annualized basis based upon monthly rental
        payments consistent with the aggregate, annualized rental income
        projected for the Property in that certain pro-forma ("Project
        Pro-Forma") dated December 29, 1997 which has been provided to
        Purchaser, and which is attached hereto as Exhibit "H". The total
        annualized rent based upon the monthly rental rate for all space leased
        between now and the applicable Closing will be compared to the total,
        annualized Project Pro-Forma rent based upon the rental rate for those
        spaces. In the event the actual, aggregate annualized rent based upon
        monthly rental payments under leases executed between January 1, 1998,
        and the Community Center/Triangle Closing Date ("New Leases") is less
        than the Project Pro-Forma, aggregate annualized rent for such space,
        Seller shall have the option to (A) have such difference for any New
        Lease (based upon the average effective rent for the first half of the
        Lease Term for any such New Lease) capitalized at 8.28% to determine the
        credit Purchaser will be entitled to receive on the final Escrow Closing
        statement for the Community Center/Triangle Closing or (B) subsidize the
        rent payable under any such New Lease during the term of the Rent
        Subsidy Agreement for any such space until the earlier of (1) the date
        the annualized rent payable under such New Lease based upon monthly rent
        payments is greater than or equal to the Project Pro-Forma rent for such
        space or (2) the date Seller is released from liability under the Rent
        Subsidy Agreement as set forth below. Purchaser shall have the right to
        approve the terms of New Leases, which approval shall not be
        unreasonably withheld, conditioned or delayed. Purchaser hereby approves
        the new tenant prospects identified on Schedule 9. If the actual,
        aggregate annualized rent, including percentage rent and increases in
        minimum rent, based upon monthly rental payments under the New Leases
        (other than New Leases for which Seller has exercised its option under
        clause 9(a)(i)(A) above) and payments of percentage rent under Existing
        Leases and New Leases for which Seller has exercised its option under
        clause 9(a)(i)(A) above is greater than the Project Pro-Forma, aggregate
        annualized rent for such space, Seller shall have the right at Seller's
        election to receive a credit against (thereby reducing) its obligations
        under the Rent Subsidy Agreement (as defined below) or receive a credit
        against the Vons' existing lease rental payments specified in
        Subparagraph 9(a)(iii) below. The term of New Leases shall not be less
        than five (5) years for in-line shop space and pad space as shown on the
        Site Plan attached hereto as Exhibit "G". The term of New Leases for
        in-line, Major Tenant space (greater than 10,000 square feet) shown on
        the Site Plan shall not be less than ten (10) years.




                                       14

<PAGE>   17



                             (ii) With respect to space which is vacant or not
        yet producing rental income at the Power/Promotional Center Closing or
        Community Center/Triangle Closing, Seller will enter into a mutually
        agreed upon rent subsidy agreement ("Rent Subsidy Agreement") with
        Purchaser for the applicable Property at rental rates equal to the
        Project Pro-Forma rental rate less any credit that Seller is entitled to
        receive for New Leases as specified in Subparagraph 9(a)(i) above.
        Purchaser and Seller shall agree upon the form of the Rent Subsidy
        Agreement during Purchaser's Contingency Period. Seller will pay rent to
        Purchaser under a Rent Subsidy Agreement on a monthly basis. Seller will
        also pay monthly (except as provided otherwise) its pro rata share of
        common area expenses (including taxes (which will be paid semiannually
        and shall not include any increases in taxes resulting from a change in
        ownership of Purchaser or a transfer of any interest in the Property by
        Purchaser), insurance and maintenance, and property management fees up
        to the lesser of the management fee payable under Purchaser's property
        management agreement or an administration fee based upon 10% of common
        area expenses. Seller's pro rata share shall equal a fraction, the
        numerator of which is the number of leasable square feet from time to
        time subject to the Rent Subsidy Agreement and the denominator of which
        is the number of leasable square feet in the Power/Promotional Center
        Property, Community Center/Triangle Property or Property, as applicable.
        Seller's pro rata share of common area expenses under the Rent Subsidy
        Agreement will be prorated on a daily basis in a manner consistent with
        the proration provisions set forth in Article 13 of this Agreement,
        including proration of Seller's pro rata share of supplemental taxes
        relating to construction of new improvements after the applicable
        Closing Date. During the term of a Rent Subsidy Agreement, Seller will
        have the right to find replacement tenants and cause Purchaser to enter
        into leases with such tenants ("Post-Closing Leases") for any or all
        space that is subject to a Rent Subsidy Agreement. Seller shall have the
        right to redemise each pad space and the in-line space U-2 (as
        identified on the Site Plan) into up to three (3) separately demised
        premises as long as each separately demised premises is greater than or
        equal to 800 leasable square feet. Seller shall also have the right to
        redemise in-line spaces G and H (as identified on the Site Plan) into up
        to six (6) separately demised premises in the aggregate as long as each
        separately demised premises within spaces G and H is not less than 1,000
        leasable square feet. Seller shall also have the right to redemise Major
        Tenant space O (as identified on the Site Plan) into up to two (2)
        separately demised premises as long as each separately demised premises
        is greater than or equal to 15,000 square feet. Post-Closing Leases
        shall be subject to Purchaser's approval, which approval shall not be
        unreasonably withheld, conditioned or delayed. Seller's obligations
        under a Rent Subsidy Agreement will be automatically reduced by: (i) the
        annualized rent based upon the monthly rental rate payable on the rent
        commencement date under the Post-Closing Leases once rent commences;
        (ii) the annualized rent based upon the monthly rental rate which is
        subsequently payable on the rent commencement date under any New Leases
        (other than for those New Leases for which and from the date on which
        Seller makes its election to provide Purchaser with a credit against the
        Community Center/Triangle Purchase Price pursuant to clause 9(a)(i)(A)
        above), once rent commences to the extent such space is included within
        a Rent Subsidy Agreement; (iii) the amount of Seller's obligation under
        the Rent Subsidy Agreement for any space under any New Lease for which
        Seller has elected to provide Purchaser with a credit against the
        Community Center/Triangle Purchase Price pursuant to clause 9(a)(i)(A)
        above; (iv) percentage rent actually paid


                                       15

<PAGE>   18

        under Existing Leases in excess of the Project Pro-Forma rent for such
        space and percentage rent actually paid under New Leases (for which
        Seller has elected to provide Purchaser with a credit against the
        Community Center/Triangle Purchase Price pursuant to clause 9(a)(i)(A)
        above); and (v) increases in annualized rent payable under New Leases
        (other than New Leases for which Seller has elected to provide Purchaser
        with a credit against the Community Center/Triangle Purchase Price
        pursuant to clause 9(a)(i)(A) above) and Post Closing Leases above the
        monthly rental rate for any such Post Closing Lease or New Lease that
        Seller previously received credit for under this Agreement once such
        increase takes effect (including percentage rent that is actually paid
        under any such New Leases and Post-Closing Leases). Seller shall be
        automatically released from all liability under a Rent Subsidy Agreement
        upon the earlier to occur of (i) when aggregate annualized rent
        (including any percentage rent and increases in minimum rent above
        Project Pro-Forma) based upon: (A) the monthly rental rate payable under
        the Post-Closing Leases and New Leases (other than New Leases for which
        Seller has elected to provide Purchaser with a credit against the
        Community Center/Triangle Purchase Price pursuant to clause 9(a)(i)(A)
        above) after the rent commencement date (to the extent applicable) plus
        (B) percentage rent above Project Pro-Forma rent that is actually paid
        under Existing Leases; plus (C) percentage rent that is actually paid
        under New Leases for which Seller has elected to provide Purchaser with
        a credit against the Community Center/Triangle Purchase Price pursuant
        to clause 9(a)(i)(A), is greater than or equal to the aggregate
        annualized rent set forth in the Project Pro-Forma for such space less
        any credits that Seller is entitled to receive for any New Leases
        pursuant to subparagraph 9(a)(i) above; or (ii) Seller has satisfied its
        construction obligation under Paragraph 9(b) and all Major Tenant space
        and 90% of the remaining space initially subject to a Rent Subsidy
        Agreement has been leased pursuant to New Leases and Post-Closing Leases
        that have been approved by Purchaser and Seller has elected to pay
        Purchaser and pays Purchaser within thirty (30) days after Seller's
        election an amount equal to the sum of: (a) the quotient obtained by
        dividing the difference between the aggregate annualized rent payable
        under Post-Closing Leases and New Leases for which Seller has not
        elected to provide Purchaser with a credit against the Community Center/
        Triangle Purchase Price pursuant to clause 9(a)(i)(A) above and
        aggregate annualized rent for such space under the Project Pro-Forma by
        8.28% plus (b) the cost of Landlord's building Standard Landlord's Work
        that has not been built for unleased space plus (c) a leasing commission
        of 5% of the Project Pro-Forma rent based upon a five (5) year
        hypothetical lease term for the unleased space up to a maximum amount of
        Four Dollars ($4.00) per square foot. The applicable term of a Rent
        Subsidy Agreement will be three (3) years from the applicable Closing
        Date with respect to in-line shop space as shown on the Site Plan and
        ten (10) years from the applicable Closing Date with respect to pads and
        in-line Major Tenant space as shown on the Site Plan. In no event will
        Seller be responsible for the performance of Tenants under New Leases,
        Post-Closing Leases or Existing Leases. Unless Purchaser agrees
        otherwise, Seller agrees that it will not enter into New Leases or
        Post-Closing Leases with terms of less than five (5) years for in-line
        shop space and pad space and less than ten (10) years for in-line, Major
        Tenant space. For purposes of exercising Purchaser's approval rights
        with respect to New Leases and Post-Closing Leases, Purchaser shall be
        deemed to have approved each New Lease and Post-Closing Lease unless
        Purchaser disapproves it in writing by delivering written notice to
        Seller of such disapproval within five (5) business days after receipt
        of Seller's request for approval. If Purchaser elects to disapprove the
        terms of any New Lease or Post-Closing Lease, Purchaser shall specify
        the reasons for its disapproval in writing within any such five (5)
        business day period, together with a written explanation of what steps
        need to be taken to obtain Purchaser's approval of any such New Lease or
        Post-Closing Lease.


                                       16

<PAGE>   19

        Purchaser shall execute all Post-Closing Leases that have been approved
        or deemed approved by Purchaser within five (5) business days after
        receipt of written request from Seller and shall execute an amendment to
        the applicable Rent Subsidy Agreement reducing Seller's obligation under
        the Rent Subsidy Agreement with respect to the space subject to any such
        Post-Closing Lease within the same five (5) business day period and for
        New Leases for which Seller has elected to provide Purchaser with a
        credit against the Community Center/Triangle Purchase Price pursuant to
        clause 9(a)(i)(A) above, Purchaser shall execute an amendment to the
        Rent Subsidy Agreement to eliminate such space from the Rent Subsidy
        Agreement at the Community Center/Triangle Closing. Upon execution of
        any such Post-Closing Lease and the request of any Tenant that is a
        national or regional chain store tenant or that is leasing at least
        5,000 square feet of rentable area or is ground leasing a pad under any
        such Post-Closing Lease and/or the request of a leasehold lender of any
        Tenant under a Post-Closing Lease that is a ground lease, Purchaser
        shall cause its lender to execute a non-disturbance agreement reasonably
        acceptable to Purchaser's lender and the Tenants under any such
        Post-Closing Lease or the leasehold lender of any such Tenant, as
        applicable, within thirty (30) days after receipt of a Tenant's request
        for execution of any such non-disturbance agreement. Additionally, if
        any other Tenant refuses to execute a Post-Closing Lease unless
        Purchaser's lender executes a nondisturbance agreement, Purchaser shall
        request and exercise due diligence to cause its lender to execute a
        non-disturbance agreement reasonably acceptable to any such Tenant and
        Purchaser's lender within forty-five (45) days after Seller advises
        Purchaser in writing that any such other Tenant is insisting on a
        non-disturbance agreement as a condition to execution or the
        effectiveness of a Post-Closing Lease. If any Tenant under a
        Post-Closing Lease terminates or refuses to execute the Post-Closing
        Lease because of Purchaser's failure or delay in executing a
        Post-Closing Lease, amendment to the Rent Subsidy Agreement and/or
        non-disturbance agreement required by this Agreement, Seller shall be
        released from all liability under the Rent Subsidy Agreement with
        respect to the space subject to any such Post-Closing Lease from the
        date Purchaser was required to execute any such Post-Closing Lease or
        amendment to the Rent Subsidy Agreement. If any Tenant terminates a
        Post-Closing Lease because of Purchaser's lender's refusal to execute
        any nondisturbance agreement that Purchaser is obligated to cause its
        lender to execute under this Agreement, Seller shall be released from
        all liability under the Rent Subsidy Agreement with respect to the space
        subject to any such Post-Closing Lease from the date any such Tenant
        terminates a Post-closing Lease as a result of any such lender's refusal
        to execute any such required non-disturbance agreement for any such
        Post-Closing Lease. Additionally, Seller's obligation under the Rent
        Subsidy Agreement shall also be reduced by the amount of lost or delayed
        rental occurring under any Post-Closing Lease as a result of a delayed
        rent commencement date related to Purchaser's delay in executing a
        Post-Closing Lease or any such lender's delay in executing any such
        nondisturbance agreement beyond the period permitted by this Agreement.

                             (iii) Seller will pay on a monthly basis the
        difference in the rental rate included in the Project Pro-Forma for the
        tenant "Vons" from the actual rent payable by Vons under Vons' Existing
        Lease with Seller until the earlier to occur of (i) the date the rental
        rate under Vons' Existing Lease is scheduled to increase (October 28,
        2000), or (ii) the date the actual rental payable under the Vons
        Existing Lease is increased to the same rental rate for such space
        specified in the Project Pro-Forma. Seller shall have the right to use
        any excess rent payable under New Leases (other than New


                                     17

<PAGE>   20



        Leases for which Seller has elected to provide Purchaser with a credit
        against the Community Center/Triangle Purchase Price pursuant to clause
        9(a)(i)(A) above), and Post-Closing Leases and actual payments of
        percentage rent under Existing Leases in excess of the Project Pro-Forma
        rent for such space and percentage rent that is actually paid under New
        Leases for which Seller has elected to provide Purchaser with a credit
        against the Community Center/Triangle Purchase Price pursuant to clause
        9(a)(i)(A) above, to satisfy its obligation with respect to Vons'
        Existing Lease outlined in this Paragraph.

                      (iv) Attached hereto as Exhibit "J" are hypothetical
        examples of the calculation of Seller's rent subsidy obligations under a
        Rent Subsidy Agreement and possible credits to Purchaser for deficits in
        annualized rental income.

                      (b) Construction Completion. Except as provided otherwise
        in Paragraph 10(b) (Paseo Bridge) below and Paragraph 9(a) above, Seller
        will be responsible for substantially completing construction of the
        gross leasable area (collectively, as it may be modified in accordance
        with this Agreement, the "New Space") on the Real Property within the
        building set-back areas, as depicted on the Site Plan (as attached
        hereto as Exhibit "G") until the earlier of (i) substantial completion
        of construction as evidenced by temporary certificate(s) of occupancy or
        their equivalent or Tenants' acceptance of possession of premises under
        New Leases and Post-Closing Leases or evidenced by certificates of
        substantial completion issued by the contractor and project architect
        for space that is completed but not subject to a New Lease or
        Post-Closing Lease; or (ii) the date when the aggregate annualized rent
        actually being paid under New Leases and Post-Closing Leases based upon
        the monthly rental payments is greater than or equal to the annualized
        rent payable under the Project Pro-Forma for such space less any credits
        that Seller is entitled to receive for such New Leases under
        subparagraph 9(a)(i) above, subject to any written modifications agreed
        upon by both Purchaser and Seller. Seller shall construct the New Space
        lien-free and substantially in accordance with plans and specifications
        that are consistent with the Valencia Marketplace Design Guidelines and
        that have been approved by the Valencia Marketplace Architectural Review
        Committee and the County of Los Angeles. The New Space shall be of the
        same quality of construction and shall be architecturally compatible
        with the Improvements currently existing on the Property. Seller shall
        cause its general contractor to name Purchaser as an additional insured
        on the contractor's general commercial liability policy and builder's
        "all-risk" course of construction insurance policy. Seller will assign
        to Purchaser, without recourse, all Plans and contractors and
        manufacturers' warranties for the New Space. Seller reserves the right
        to change the configuration of the Site Plan for the Power/Promotional
        Center and Community Center/Triangle to the extent permitted by
        applicable law and the terms of Existing Leases and any New Leases and
        Post-Closing Leases, subject to the consent of the Purchaser which shall
        not be unreasonably withheld, conditioned or delayed. Purchaser agrees
        that Seller shall have the right to reduce the aggregate leasable area
        of the New Space to be built as long as the aggregate annualized rent
        payable under the New Leases and Post-Closing Leases based upon monthly
        rental payments is greater than or equal to the annualized rent payable
        under Project Pro-Forma. Completion of construction of the Property, the
        Power/Promotional Center or Community Center/Triangle shall not be a
        Condition Precedent to the Closing of either the


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<PAGE>   21

        Power/Promotional Center Escrow or Community Center/Triangle Escrow.
        Seller will complete construction of the Property in accordance with the
        obligations of the landlord under any New Leases and Post-Closing
        Leases, including funding any tenant improvement allowances, if any,
        required by the New Leases and Post-Closing Leases, but in any event
        will substantially complete the basic building shells (and the
        landlord's standard work under Seller's standard work letter agreement,
        the form of which is attached hereto as Exhibit "I", for any portion of
        the New Space that is completed and not subject to a Post-Closing Lease
        or New Lease) for New Space subject to a Rent Subsidy Agreement prior to
        two (2) years after the applicable Closing Date for the in-line, shop
        space and three (3) years after the applicable Closing Date for the pad
        spaces and in-line Major Tenant space. Seller shall assign, without
        recourse, to Purchaser all Plans and construction and manufacturers'
        warranties, if any, related to such construction of the New Space and
        shall cooperate with Purchaser in enforcing any such construction and
        manufacturers' warranties. Seller shall cause the Title Company to issue
        the Title Policies for the Power/Promotional Center Property and
        Community Center/Triangle Property without any mechanic's lien exception
        resulting from Seller's performance of its construction obligations
        under this paragraph. During the Contingency Period, Seller and
        Purchaser shall agree upon a budget of the estimated cost per square
        foot of completing the New Space by Seller. During the Contingency
        Period, Seller shall have the right to negotiate with Purchaser's lender
        and the applicable rating agencies to agree upon an acceptable form of
        assurance that Seller will substantially complete the New Space in
        accordance with Seller's obligations under this Agreement. Purchaser and
        Seller agree that an acceptable form of assurance will be the deposit of
        the estimated cost of substantially completing the New Space that has
        not been completed by Seller as of the applicable Closing Date in
        interest bearing investments for the benefit and account of Seller with
        a commercial bank reasonably acceptable to the rating agencies, Seller
        and Purchaser's lender subject to a security interest in favor of
        Purchaser's lender and escrow instructions that permit the monthly
        disbursement of funds to Seller as construction of the New Space
        progresses and the release of Purchaser's lender's security interest and
        the disbursement of the balance of funds to Seller once Seller's
        construction obligations have been completed in accordance with this
        Agreement.

                      (c) Prior to the applicable Closing Date, Seller shall not
        accept from any of the Tenants of the applicable Property, payment of
        rent or other charges more than one month in advance or apply any
        security deposit to rent due from any Tenant without the consent of
        Purchaser, which shall not be unreasonably withheld, conditioned or
        delayed. At the applicable Closing, the security deposit provided for
        under each of the Existing Leases and New Leases shall be credited to
        Purchaser and no Tenant or any other party shall have any claim (other
        than for customary refund during the term of the Lease or at the
        expiration of a Lease) to all or any part of any security deposit.

                      (d) At all times prior to the Closing Date of the
        applicable Property, Seller shall operate and manage the applicable
        Property in the same manner as Seller has operated and managed the
        Property prior to the date hereof, maintaining present services, and
        shall maintain the applicable Property in current repair and working
        order, shall keep on hand sufficient materials, supplies, equipment and
        other personal property for the efficient operation and management of
        the applicable Property in the same manner as


                                       19

<PAGE>   22

        Seller has operated and managed the Property prior to the date hereof;
        provided, however, Seller shall have no liability under the foregoing
        covenant to the extent the obligations contained in such covenant have,
        pursuant to the Leases been delegated to the Tenants and Seller shall
        have no liability under the foregoing covenant with respect to the
        Power/Promotional Center Property after the Power/Promotional Center
        Closing Date. Except as otherwise provided herein, Seller shall deliver
        the applicable Property at the applicable Closing Date in substantially
        the same condition as it was in on the date hereof, reasonable wear and
        tear excepted, and shall not terminate the Contracts listed on the
        exhibit to the Assignment of Contracts and shall not amend Existing
        Leases or New Leases (other than terminations as a result of
        non-performance by a Tenant and to grant rent concessions that expire
        prior to the applicable Closing Date) prior to the applicable Closing
        Date without Purchaser's consent, which shall not be unreasonably
        withheld, conditioned or delayed. None of the Personal Property, if any,
        shall be removed from the Real Property, unless replaced by Personal
        Property of equal or greater utility and value.

               If Purchaser does not elect to accelerate the Community
Center/Triangle Closing to occur on the same date as the Power/Promotional
Center Closing Date and if Purchaser elects to terminate Seller's property
manager as the property manager of the Power/Promotional Center Property prior
to the Community Center/ Triangle Closing Date, Purchaser shall comply with the
following covenants until the Community Center/Triangle Closing Date: (i)
Purchaser shall provide Seller with at least thirty (30) days notice of
Purchaser's intent to terminate Seller's property manager and any service
Contracts; (ii) Purchaser shall replace Seller's property manager with an
experienced property manager of first class, retail shopping centers in Los
Angeles County reasonably acceptable to Seller (Seller hereby approves DSB as an
acceptable replacement property manager); (iii) Purchaser shall cause its
property manager to operate and manage the Power/Promotional Center Property in
the same manner (or better) as Seller has operated and managed the
Power/Promotional Center Property prior to the Power/Promotional Center Closing
Date, maintaining the present level of services and the current working order
with sufficient materials, supplies, equipment and other personal property for
the efficient operation and management of the Power/Promotional Center Property;
(iv) Purchaser's property manager shall not charge a property management fee in
excess of the lower of (a) the property management fee charged by Seller's
property manager or (b) the property management fee permitted by Existing
Leases; (v) Purchaser and its property manager shall not increase the common
area expenses (other than an increase in real property taxes resulting from the
sale of the Power/Promotional Center Property or the construction of New Space
by Seller) as a result of the termination of Seller's property manager or
termination of any of Seller's service Contracts; (vi) Purchaser shall cause its
property manager to cooperate with Seller and its property manager in
reconciling and billing tenants for common area expenses and in prorating rent
and expenses under Article 13 of this Agreement and the Rent Subsidy
Agreement(s); and (vii) Purchaser or its property manager shall maintain
commercial general liability insurance, naming Seller, as an additional insured,
in amounts and with insurance companies reasonably acceptable to Seller, which
approval shall not be unreasonably withheld, conditioned or delayed. The Rent
Subsidy Agreement shall also require Purchaser and Seller to name each other as
additional insureds under the commercial general liability insurance policy
required by the Rent Subsidy Agreement in amounts and with insurance companies
reasonably acceptable to Purchaser and Seller.



                                       20

<PAGE>   23

                      (e) Except for the recordation of an amendment to the
        CC&Rs, after the date hereof and prior to the applicable Closing Date,
        no part of the applicable Property, or any interest therein, will be
        alienated, liened, encumbered or otherwise transferred.

                      (f) Upon Purchaser's reasonable request, for a period of
        three (3) years after the applicable Closing Date, Seller shall make all
        of Seller's records (to the extent available and not destroyed in the
        normal course of Seller's business) with respect to the Property
        available to Purchaser during reasonable times for inspection and
        copying only for the purpose of making proration adjustments, verifying
        sales report information, and resolving disputes with Tenants or third
        party contractors.

                      (g) Prior to applicable Closing Date, Seller shall
        promptly notify Purchaser of any event or circumstance which makes any
        representation or warranty of Seller to Purchaser under this Agreement
        materially untrue or materially misleading, or any covenant of Seller
        under this Agreement incapable of being performed; provided, however,
        Seller shall have no obligation hereunder to make any independent
        investigation of such changed conditions, events or circumstances, but
        Purchaser shall have the right to terminate this Agreement pursuant to
        Article 5 hereof upon receipt of notice of any such material adverse
        event or material adverse fact after expiration of the Contingency
        Period, but prior to the Power/Promotional Center Closing and Purchaser
        shall have the right to terminate the Community Center/Triangle upon
        receipt of notice of any such material adverse event or material adverse
        fact after the Power/Promotional Center Closing if Seller fails or is
        unable to correct any such material adverse event or fact on or before
        the Outside Closing Date for the Community Center Triangle Closing.

                      (h) Prior to the applicable Closing Date, Seller shall
        maintain its current insurance for the applicable Property (including
        Seller's existing replacement cost coverage) and shall pay all such
        expenses incurred prior to the applicable Closing Date in the ordinary
        course.

               The foregoing covenants shall not be merged into any instrument
or conveyance delivered at the applicable Closing. Purchaser's right to make a
claim against Seller for a breach of the foregoing covenants (during the periods
for which said covenants were to be performed) shall survive the applicable
Closing Date for a period of eighteen (18) months, except that Seller's
covenants under paragraph (a) shall survive for the term or earlier termination
of the Rent Subsidy Agreement and Seller's covenants under paragraph (b) shall
survive for the earlier of (i) four (4) years after the applicable Closing Date;
or (ii) one (1) year after substantial completion of construction of the
applicable New Space by Seller. The parties hereby waive any statute of
limitations which would otherwise apply. In the event that, prior to the
applicable Closing Date, Purchaser receives notice of any information which
indicates that any of the foregoing covenants has been breached, Purchaser shall
promptly notify Seller in writing of such information. Purchaser shall be deemed
to have waived such covenant to the extent Purchaser fails to notify Seller of
such information pursuant to the preceding sentence and thereafter consummates
the transaction contemplated hereby.



                                       21

<PAGE>   24

               10.    COVENANTS OF PURCHASER

                      (a) Annexation. Purchaser shall covenant, in a recorded
        instrument, not to vote in favor of, lobby for, enter into any agreement
        to or take any steps to facilitate or promote the annexation or
        incorporation of all or any portion of the Property into any city,
        municipal entity, owner's association or special improvement or
        assessment district, except if Purchaser is required to do otherwise by
        applicable law as determined by the final judgment of a court of
        competent jurisdiction or as a result of Seller's failure to defend and
        indemnify Purchaser against a claim that this covenant is a violation of
        applicable law. Upon the request of Seller, Purchaser shall (i) vote
        against any such annexation, incorporation, formation or agreement or
        (ii) vote in favor of or approve any such annexation, incorporation,
        agreement or formation to the extent permitted by applicable law. Seller
        shall defend (with counsel chosen by Seller in its sole discretion),
        indemnify and hold Purchaser harmless from any claims asserted by any
        such city, homeowners' association, other person or public entity
        (including any attorneys' fees or court costs awarded to any city,
        public entity, other person or homeowners' association, as the
        prevailing party) as a result of complying with Seller's request.

               Upon receipt of actual notice of any demand, assertion, action or
proceeding related to or connected with in any manner any such annexation,
incorporation, formation or agreement, Purchaser shall give notice in writing to
Seller of the claim immediately. The notice shall include a description of the
claim in reasonable detail based on such information respecting the claim as
Purchaser shall then have together with a demand for indemnification and
defense. Seller shall have the right to defend with a reservation of rights to
the extent Seller claims an unreasonable failure or delay by Purchaser in
notifying Seller of the claim prejudices Seller's ability to defend against the
claim. Any defense may be conducted in the name and on behalf of Seller or
Purchaser, as may be appropriate. The defense shall be conducted by Seller, but
the Purchaser shall have the right to participate in the proceeding and to be
represented by attorneys of his own choosing at his cost and expense. If
Purchaser joins in any defense, Seller shall have full authority to determine
all actions to be taken with respect thereto. At any time Seller may compromise
or settle in Purchaser's name any claims and Seller may require that Purchaser
agree in writing to the payment or compromise of any asserted claim provided
Seller makes all required payments when required. If Purchaser refuses to allow
Seller to compromise or settle a claim, Purchaser shall be responsible for all
additional costs, expenses and damage awards with respect to such claim and
Seller shall be released from its indemnity obligations from the date of any
such refusal with respect to such claim.

               Seller reserves all rights and benefits (including any voting
rights and transferable tax sharing and economic benefits that accrue to the
owner of the Property and transferable development rights in excess of current
Property approvals, as depicted on the Site Plan) related to any tax sharing
agreement, development agreement, owner's participation agreement, reimbursement
agreement or annexation agreement or any annexation or incorporation of all or
any portion of the Property into any city, municipal entity, owner's association
or any special improvement or assessment district. Purchaser shall have the
right to approve of the form of this recorded covenant during the Contingency
Period.


                                       22

<PAGE>   25

                      (b) Paseo Bridge. The County of Los Angeles (the "County")
        has required the construction of a bridge ("Paseo Bridge") across the
        Old Road into the Property as a mitigation measure with respect to the
        County's certification of the environmental impact report ("EIR") in
        connection with the development of the Property. Certain homeowners have
        requested that Seller negotiate with the County to have this mitigation
        measure waived or to transfer ownership of the Paseo Bridge to the
        County or landscape maintenance district upon completion of the Paseo
        Bridge. If the County and Seller successfully conclude their
        negotiations and the County removes the requirement for constructing the
        Paseo Bridge, Seller shall have the right not to construct the Paseo
        Bridge provided Seller satisfies any mitigation measure that the County
        substitutes for construction of the Paseo Bridge. In the event that the
        Paseo Bridge is constructed and the Seller is unable to transfer
        ownership to the County, or landscape maintenance district, Purchaser
        will accept such ownership and all maintenance responsibility for the
        Paseo Bridge.

                      (c) Cooperation. Purchaser shall cooperate in good faith
        and exercise due diligence to assist Seller in performing Seller's
        obligations under paragraphs (a) and (b) of Article 9, and in exercising
        Seller's rights and in performing Purchaser's obligations under Article
        13 and Paragraph 9(d) of this Agreement. Seller shall have the right to
        maintain its existing leasing and marketing signs at the Property and
        shall have the right to install and maintain leasing available marketing
        signs in vacant space on the Property directing leasing inquiries to
        Seller and Seller's leasing agent until such time as Seller is released
        from liability under the Rent Subsidy Agreements. Purchaser shall
        execute such documents and instruments, such as applications for
        building permits, notices of completion, notices of non-responsibility,
        Post-Closing Leases, Memoranda of New Leases and Memoranda of
        Post-Closing Leases and amendments to Rent Subsidy Agreements, and
        perform such actions as Seller may reasonably request. Purchaser shall
        also request that Tenants consent to proposed uses or modifications to
        the Site Plan to the extent required by Existing Leases, New Leases and
        Post-Closing Leases if requested by Seller. Purchaser shall refer and
        shall cause Purchaser's property manager to refer all tenant prospects
        for New Leases and Post-Closing Leases to Seller and upon Seller's
        request will provide Seller with a monthly report of all retail leasing
        inquiries received by Purchaser and its property manager for the
        Valencia Marketplace. Purchaser shall also cooperate and cause its
        property manager to cooperate with Seller and its property manager
        during any period of time when Purchaser's property manager is managing
        the Power/Promotional Center Property and Seller's property manager is
        managing the Community Center/Triangle Property.

                      (d) Caltrans Easement. Purchaser shall assume
        responsibility as of the applicable Closing Date for maintaining the
        Caltrans landscape easement adjacent to Interstate 5 and the boundaries
        of the Power/Promotional Center Property and Community Center/Triangle
        Property, as applicable in accordance with the terms of the Caltrans
        easement and CC&R's.

                      (e) Project Approvals. Provided Seller is in compliance
        with on-site mitigation measures required by the EIR and conditions of
        approval (other than with respect to Seller's construction obligations
        under Paragraph 9(b)) as of the applicable


                                       23

<PAGE>   26

        Closing Date, Purchaser shall also assume responsibility for complying
        with all on-site mitigation measures required by the EIR and on-site
        conditions of approval of the Conditional Use Permit Number 92-075-(5)
        and Vesting Tentative Parcel Map No. 8676 for the applicable Property
        (other than Seller's construction obligations under paragraph (b) of
        Article 9 of this Agreement and Seller's obligation to satisfy all
        off-site conditions of approval and off-site mitigation measures
        required by the EIR at no cost or expense to Purchaser before or after
        the Closing Date) after the applicable Closing Date, including preparing
        and periodically filing a Mitigation Monitoring Report with the County
        of Los Angeles Regional Planning Commission to assure compliance with
        the on-site mitigation measures required by the EIR and project
        approvals for Valencia Marketplace.

               11.    SELLER'S CLOSING DOCUMENTS

                      On or before the applicable Closing Date, Seller shall
deliver or cause to be delivered to Purchaser or Escrow Holder the following, in
form and substance reasonably acceptable to Purchaser:

                      (a) A Grant Deed, executed by Seller, in recordable form,
        conveying the Power/Promotional Center Property or Community
        Center/Triangle Property, as applicable, to Purchaser free and clear of
        all claims, liens and encumbrances except the Permitted Encumbrances and
        matters arising by or through Purchaser.

                      (b) Bill of Sale, executed by Seller, assigning, without
        recourse to Purchaser, title to the Personal Property, if any,
        applicable to the Power/Promotional Center or Community Center/Triangle,
        as appropriate, except for Seller's warranty that it is transferring
        title to the applicable Personal Property free and clear of all liens,
        claims and encumbrances caused by Seller, except for the Permitted
        Encumbrances.

                      (c) An Assignment of Contracts applicable to the
        Power/Promotional Center or Community Center/Triangle, as appropriate,
        (the "Assignment of Contracts"), executed by Seller, to Purchaser
        assigning the Contracts to the Power/Promotional Center Property or
        Community Center/Triangle Property, as appropriate, and assigning,
        without recourse, all right, title and interest of Seller in and to the
        Intangible Personal Property to the Power/Promotional Center Property or
        Community Center/Triangle Property, as appropriate (including the
        Governmental Approvals to the extent assignable and to the extent
        related to the applicable Property).

                      (d) An assignment of the Existing Leases and New Leases
        with respect to the Power/Promotional Center Property or Community
        Center/Triangle Property, as appropriate (the "Lease Assignment"),
        executed by Seller to Purchaser.

                      (e) To the extent not previously delivered to Purchaser,
        originals of the Existing Leases, New Leases, temporary certificate(s)
        of occupancy or their equivalent and other instruments covering the
        Governmental Approvals with respect to the Power/Promotional Center
        Property or Community Center/Triangle Property, as appropriate


                                       24

<PAGE>   27

                      (f) Any keys in the possession of Seller to all locks
        located in the Power/Promotional Center Property or Community
        Center/Triangle Property on the
        applicable Closing Date.

                      (g) Letters executed by Seller and Purchaser, or their
        respective management agents, if any, addressed to all Tenants and any
        vendors requested by Purchaser, in a mutually acceptable form, notifying
        and directing payment of all rent and other sums due from Tenants from
        and after the first day of the next month immediately following the
        month in which the applicable Closing Date occurs, to be made to
        Purchaser or at its direction with respect to the Power/Promotional
        Center Property or Community Center/Triangle Property, as appropriate

                      (h) Original Tenant estoppel certificates in the form
        required by this Agreement, dated not more than sixty (60) days prior to
        the applicable Closing Date and any estoppel certificates signed by
        Seller dated not more than five (5) days prior to the applicable Closing
        Date with respect to the Power/Promotional Center Property and Community
        Center/Triangle Property, as appropriate.

                      (i) An affidavit in form satisfactory to Purchaser or its
        designee that Seller is not a "foreign person" within the meaning of
        Section 1445(f) (3) of the Code and within the meaning of the California
        Revenue and Taxation Code.

                      (j) Rent Subsidy Agreement for the unleased space in the
        Power/Promotional Center and Community Center/Triangle to the extent
        required by this Agreement and in the form approved by Purchaser and
        Seller during the Contingency Period.

                      (k) Originals of any other documents, instruments or
        agreements (i) called for hereunder pursuant to Article 7 which have not
        previously been delivered or (ii) reasonably necessary to close the
        Power/Promotional Center Closing and Community Center/Triangle Closing
        contemplated by this Agreement.

               12.    PURCHASER'S CLOSING DOCUMENTS

                      One business day before the applicable Closing Date,
Purchaser shall deliver to Seller or Escrow Holder:

                      (a) An assumption of the Assignment of Contracts and the
        Lease Assignment pursuant to which Purchaser shall assume all
        obligations accruing under the Contracts and the Leases with respect to
        the period commencing on the applicable Closing Date with respect to the
        Power/Promotional Center Property and Community Center/Triangle
        Property, as appropriate.

                      (b) The letter to Tenants and vendors described in
        paragraph (g) of Article 11 signed by Purchaser with respect to the
        Power/Promotional Center Property and Community Center/Triangle
        Property, as appropriate.


                                       25

<PAGE>   28

                      (c) Rent Subsidy Agreement for the unleased portion of
        Power/Promotional Center and Community Center/Triangle to the extent
        required by this Agreement and in the form approved by Purchaser and
        Seller during the Contingency Period.

                      (d) The Power/Promotional Center Purchase Price by wire
        transfer of immediately available federal funds one business day prior
        to the Power/Promotional Center Closing Date.

                      (e) The balance of the Community Center/Triangle Purchase
        Price by wire transfer of immediately available federal funds one
        business day prior to the Community Center/Triangle Closing Date.

                      (f) Any other documents, instruments or agreements
        reasonably necessary to close the Power/Promotional Center Closing and
        Community Center/Triangle Closing as contemplated by this Agreement.

               13.    FEES, EXPENSES, PRORATIONS AND ADJUSTMENTS

                      (a) Fees, Expenses, Transfer Taxes. Seller shall pay all
        recordation fees, documentary transfer taxes, one-half of the Escrow
        fees and the cost of a CLTA Standard Coverage Owner's Policy of Title
        Insurance for Purchaser in the amount of the Power/Promotional Center
        Purchase Price and Community Center/Triangle Purchase Price at the
        applicable Closing. Purchaser shall pay one-half of the fees and
        expenses of Escrow Holder in connection with the Power/Promotional
        Center Escrow and Community Center/Triangle Escrow, as appropriate, and
        any other customary fees and charges and expenditures authorized by
        Purchaser. Purchaser shall also pay for the cost of increasing the
        amount or scope of title insurance if Purchaser elects to increase the
        amount or scope of title insurance coverage to, at Purchaser's option,
        obtain extended coverage or endorsements insuring that the
        Power/Promotional Center Property or Community Center/Triangle Property
        abuts upon and has access to all adjoining streets and rights of way.

                      (b) Real Property Taxes, Assessments and Rent. All real
        property taxes and assessments for the fiscal years of the taxing and
        assessing authorities in which the applicable Closing occurs becoming
        due prior to the applicable Closing Date shall be paid by Seller prior
        to the applicable Closing Date or paid by Title Insurer at the
        applicable Closing Date for the accounts of Purchaser and Seller; and
        all such taxes and assessments shall be prorated as provided in
        paragraph (d) below, with appropriate debits and credits to the accounts
        of Purchaser and Seller so that, as between Purchaser and Seller, Seller
        shall pay all of the same to the extent duly allocable to the period
        ending on the day immediately prior to the applicable Closing Date, and
        Purchaser shall pay all of the same to the extent duly allocable to the
        period commencing upon the applicable Closing Date. In addition, all
        rents, incomes, and profits derived from the Power/Promotional Center
        Property and Community Center/Triangle Property along with all expenses
        (other than real property taxes addressed above) attributable to the
        applicable Property shall be prorated in accordance with paragraphs (c)
        and (e) below with appropriate debits and credits to the accounts of
        Purchaser and Seller so that, as between Purchaser and Seller, Seller
        shall pay


                                     26

<PAGE>   29

        and receive (including any refunds of sewer connection fees), as
        appropriate, all of the same to the extent duly allocable to the period
        ending on the day immediately prior to the applicable Closing Date, and
        Purchaser shall pay and receive, as appropriate, all of the same to the
        extent duly allocable to the period commencing upon the applicable
        Closing Date.

                      (c) Rents. Rent and other receivables, including property
        taxes, assessments and other common area expense reimbursements, under
        the Leases (collectively, "Rents") shall be prorated as of the
        applicable Closing Date and shall be accounted for as follows:

                             (i) Basic Rents.  Rent and other receivables under
        the Leases and other recurring and periodic income (excluding any income
        that is specifically treated elsewhere in this Article 13, such as
        percentage rent and Operating Expense Pass-Throughs) (collectively,
        "Rents"), shall be prorated as of the applicable Closing Date on the
        basis of the number of days in the calendar month in which the
        applicable Escrow closes, and a three hundred sixty-five (365) day year
        and shall be accounted for as follows:

                                    (A)     Rents due whether collected or not,
                in the month of the applicable Closing shall be prorated between
                Purchaser and Seller and Purchaser shall instruct all Tenants to
                make payments for the month during which the applicable Closing
                Date occurs, to Seller or Seller's property manager, as directed
                by Seller.

                                    (B) Purchaser shall be entitled to all Rents
                accruing after the applicable Closing Date. Seller shall be
                entitled to all Rents collected after the applicable Closing
                Date that were due and payable with respect to the period of
                time prior to the applicable Closing Date and also for those for
                which Purchaser received a credit under subparagraph (A) above.
                Rents already received by Seller attributable to periods after
                the applicable Closing Date shall be credited to Purchaser at
                the applicable Closing Date.

                                    (C) All Rents received by Purchaser 
                following the applicable Closing Date shall be applied first to
                current months' Rents, then to delinquent amounts in the inverse
                order in which they were incurred with any amounts allocable to
                Seller's period of ownership to be promptly paid to Seller.
                Subject to the foregoing, Purchaser covenants and agrees to
                deliver to Seller all Rent and other recurring and periodic
                income received by Purchaser (including reimbursement of
                property taxes, assessments and other common area expenses under
                Leases) that was due and payable under the Leases, if any, for
                the period immediately preceding the applicable Closing Date.
                After applicable Closing Date, Seller shall have all rights and
                remedies available at law or in equity to collect delinquent
                rents without the right to terminate leases related to such
                delinquent rents, and Purchaser shall cooperate with Seller's
                efforts to enforce such remedies at no expense to Purchaser.



                                       27

<PAGE>   30

                             (ii) Percentage Rents.  Percentage rents shall be 
        separatel prorated under each Lease on the basis of the lease year set
        forth in such Lease for the payment of percentage rents. All percentage
        rent payments received by Seller for the lease year in which the
        applicable Closing Date occurs that are made prior to applicable Closing
        with respect to any period after the applicable Closing Date shall be
        credited to Purchaser. All payments of percentage rent for the lease
        year in which the applicable Closing Date occurs that are received by
        either party on or after applicable Closing Date shall be retained by,
        or remitted to, Purchaser, as the case may be, until determination of
        Seller's allocable share thereof in each instance, as provided in
        Paragraph (iv) below. Upon final determination of percentage rents owed
        by a Tenant under its Lease for the lease year in which the applicable
        Closing occurs which shall include any percentage rent amounts paid by
        any Tenant(s) prior to the applicable Closing Date), which shall be
        completed within thirty (30) days of the close of each such lease year
        or if later, within thirty (30) days after Purchaser's receipt of the
        applicable Tenant's sales information. Seller and Purchaser shall adjust
        between themselves amounts owed for such lease year on account of
        percentage rents (including amounts theretofore received by Seller),
        and, to the extent actually received by the party, Purchaser shall
        promptly pay to Seller Seller's allocable share, or, if applicable,
        Seller shall promptly pay to Purchaser, Purchaser's allocable share, of
        such percentage rents which shall be determined by taking the amount
        equal to the amount of percentage rent owed by such tenant for the lease
        year (including amounts previously paid to Seller) and prorating such
        amount based upon the parties' respective periods of ownership for such
        year.

                             (iii)  Operating Expense Pass-Throughs.  Seller, as
        landlord under the Leases, is currently collecting from Tenants under
        the Leases additional rent to cover taxes, insurance, utilities,
        maintenance and other operating costs and expenses (collectively,
        "Operating Expense Pass-Throughs") incurred by Seller in connection with
        the ownership, operation, maintenance and management of the Property. If
        Seller collected estimated prepayments of Operating Expense
        Pass-Throughs in excess of any Tenant's share of such expenses, then if
        the excess can be determined by the applicable Closing Date, Purchaser
        shall receive a credit for the excess and if the excess cannot be
        determined until after the applicable Closing Date, Seller shall pay to
        Purchaser such excess as soon as the excess can be determined. To the
        extent Purchaser received a credit from Seller, Purchaser shall be
        responsible for crediting or repaying those amounts to the appropriate
        Tenants. Subject to the first sentence of Paragraph 13(c)(i)(C) above
        and to the extent actually received by Purchaser, Purchaser covenants
        and agrees to deliver to Seller all Operating Expense Pass-Throughs
        which are billed in arrears based upon actual or contracted expenses
        that accrued under the Tenant Leases prior to the applicable Closing
        Date and any Operating Expense Adjustment which have been billed to
        Tenants but have not been collected as of the applicable Closing Date.

                             (iv) Tenant Reconciliations and Post-Closing 
        Adjustments. Within ninety (90) days after the later to occur of: (a)
        the end of any applicable lease year upon which percentage rents are
        determined pursuant to Paragraph (c) above; and (b) fiscal year end (or
        other applicable period) when adjustments with tenants under Leases for
        Operating Expense Pass-Throughs and receipt of final tax and other bills
        have been made; Purchaser shall prepare and present to Seller a
        calculation of the re-proration


                                       28

<PAGE>   31



        of such percentage rents, Operating Expense Pass-Throughs, taxes and
        other items, based upon the actual amount of such items charged to or
        received by the parties for the year or other applicable fiscal period.
        The parties shall make the appropriate adjusting payment between them
        within thirty (30) days after presentment to Seller of Purchaser's
        calculation and Purchaser shall be entitled to retain any under payment
        sums as and when collected by Purchaser from the Tenants. Seller may
        inspect and copy Purchaser's books and records related to the Property
        to confirm the calculation. Purchaser shall retain such books and
        records and make them available to Seller for Seller's inspection for up
        to three (3) years after the applicable Closing Date. Purchaser shall
        also cause its property manager to make its books and records available
        to Seller for such three (3) year period for purposes of calculating,
        reconciling and verifying such information. Purchaser may inspect
        Seller's books and records related to any pre-Closing period necessary
        for Purchaser to calculate the reconciliation between Seller and
        Purchaser as contemplated by this paragraph. Either party shall be
        entitled to a post-Closing adjustment for any incorrect proration or
        adjustment.

                      (d) Taxes and Assessments. Real and personal property
        taxes and assessments (including taxes payable with respect to
        supplemental tax bills received after the applicable Closing Date but
        related to periods prior to the applicable Closing Date) on the
        applicable Property ("Taxes") shall be prorated on the basis that Seller
        is responsible for (i) all such taxes for the fiscal year of the
        applicable taxing authorities occurring prior to the "Current Tax
        Period" (as hereinafter defined) and (ii) that portion of such taxes for
        the Current Tax Period determined on the basis of the number of days
        which have elapsed from the first day of the Current Tax Period to the
        applicable Closing, inclusive, whether or not the same shall be payable
        prior to the applicable Closing. The phrase "Current Tax Period" refers
        to the fiscal year of the applicable taxing authority in which the
        applicable Closing occurs. With respect to the supplemental tax bills,
        Purchaser expressly acknowledges and agrees that to the extent Tenants
        (including Seller as a Tenant under a Rent Subsidy Agreement) under the
        Leases are responsible for the payment of such taxes Purchaser shall
        collect payment of same, as it relates to periods of time prior to and
        from and after the applicable Closing Date, from all such Tenants and
        shall take any action necessary under such payment of supplemental taxes
        which are the responsibility of any Tenant or Purchaser and shall hold
        Seller harmless from and against payment of same (except for Seller's
        obligations to pay Seller's pro rata share of any such taxes under any
        Rent Subsidy Agreement). In the event that as of the applicable Closing
        Date the actual tax bills for the year or years in question are not
        available and the amount of taxes to be prorated as aforesaid cannot be
        ascertained, then rates and assessed valuation of the previous year,
        with known changes, shall be used, and when the actual amount of taxes
        and assessments for the year or years in question shall be determinable,
        then such taxes and assessments will be reprorated between the parties
        to reflect the actual amount of such taxes and assessments. Nothing
        contained in this Article 13 is intended or shall be construed as
        limiting or restricting Seller's reservation of all tax and other
        economic benefits related to or connected with any tax sharing
        agreement, development agreement, owner's participation agreement,
        annexation agreement, reimbursement agreement, transferable development
        rights, annexation or incorporation of all or any portion of the
        Property into a city, municipal entity or special improvements district.

                                       29

<PAGE>   32

                      (e) Utilities. All utility service charges for gas, water,
        electricity, fuel, heating and air conditioning service, sewer and other
        utilities relating to the Property that Seller customarily pays shall be
        prorated as of the applicable Closing Date to the extent such items are
        not directly paid for by Tenants. If the parties hereto are unable to
        obtain final meter readings as of the applicable Closing Date then such
        expenses shall be estimated as of the applicable Closing Date based on
        the prior operating history of the applicable Property. Seller shall be
        entitled to all reimbursements from Tenants for any sewer connection
        fees.

        At least two (2) business days prior to the applicable Closing of
        Escrow, the parties hereto shall agree upon all the prorations to be
        made and submit a statement to Escrow Holder setting forth the same. In
        the event that any prorations, apportionments or computations made under
        this Article 13 shall require final adjustment, the parties hereto shall
        make the appropriate adjustments promptly when accurate information
        becomes available and either party hereto shall be entitled to an
        adjustment to correct the same. Any corrected adjustment or proration
        will be in cash to the party entitled thereto.

               14.    CLOSING

                      The Power/Promotional Center Closing of the purchase and 
sale of the Power/Promotional Center Property shall be on or before July 1, 1998
("Power/Promotional Center Closing Date"), at the offices of Escrow Holder, and
the Community Center/Triangle Closing of the purchase and sale of the Community
Center/Triangle Property shall close on before October 1, 1998 ("Community
Center/Triangle Closing Date"), at the offices of Escrow Holder, or at such
other time, date and place as the parties shall mutually agree. Provided
Purchaser is not in default under this Agreement, Purchaser shall have the right
to extend the Power/Promotional Center Closing Date to August 1, 1998 and to
accelerate the Community Center/Triangle Closing to the Power/Promotional Center
Closing Date by delivering written notice to Seller of either or both elections
on or before June 1, 1998. As used herein, the term "Closing" or "Closings"
shall mean the Power/Promotional Center Closing and/or the Community
Center/Triangle Closing, as applicable, unless specified otherwise and the term
"Closing Date" shall mean the Power/Promotional Center Closing Date and/or the
Community Center/Triangle Closing Date, as applicable. Purchaser shall not have
the right to close Escrow on the Community Center/Triangle Property if Purchaser
fails to close Escrow on the Power/Promotional Center Property.

     Notwithstanding the foregoing, the formal applicable Closing shall occur
through an Escrow with Escrow Holder in accordance with the provisions of
Article 18. At the applicable Closing, Seller shall deliver possession of the
Power/Promotional Center Property and Community Center/Triangle Property, as
applicable, to Purchaser subject to the rights of the Tenants under the Leases
and Seller's rights and obligations under this Agreement.

               15.    LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION

                      (a) In the event that prior to the Power/Promotional
        Center Closing, the Property, or any part thereof, is destroyed or
        materially damaged, Purchaser shall have the right, exercisable by
        giving notice to Seller within fifteen (15) days after receiving


                                       30

<PAGE>   33

        written notice of such material damage or destruction, either (i) to
        terminate this Agreement, in which case neither party shall have any
        further rights or obligations hereunder and any money or documents in
        escrow shall be returned to the party depositing the same or (ii) to
        accept the Property in its then condition and to proceed with the
        Power/Promotional Center Closing and Community Center/Triangle Closing
        in accordance with the terms of this Agreement, and to receive an
        assignment of all of Seller's rights to any insurance proceeds payable
        by reason of such damage or destruction and the Purchase Price shall be
        reduced by the amount of Seller's insurance deductible applicable to the
        Property. If Purchaser elects to proceed under clause (ii) above, Seller
        shall not compromise, settle or adjust any claims to such proceeds
        without Purchaser's prior written consent, which shall not be
        unreasonably withheld, conditioned or delayed.

                      (b) In the event that prior to the Power/Promotional
        Center Closing there is any non-material damage to the Property, which
        damage Seller is unwilling to repair or replace, prior to the applicable
        Outside Closing Date, Purchaser shall have the right, exercisable by
        giving notice within fifteen (15) days after receiving written notice of
        such damage, either (i) to terminate this Agreement, in which case
        neither party shall have any further rights or obligations hereunder and
        any money or documents in Escrow shall be returned to the party
        depositing the same, or (ii) to accept the Property in its then
        condition and proceed with the Power/Promotional Center Closing and
        Community Center/Triangle Closing, in which case Purchaser shall be
        entitled to receive an assignment of Seller's rights to any insurance
        proceeds payable by reason of such damage to the extent not previously
        applied to repairs or replacements and the Purchase Price shall be
        reduced by the amount of Seller's insurance deductible for the
        applicable Property. If Purchaser elects to proceed under clause (ii)
        above, Seller shall not compromise, settle or adjust any claims to such
        proceeds without Purchaser's prior written consent, which shall not be
        unreasonably withheld, conditioned or delayed. For purposes of
        completing any repairs or replacements under this Paragraph, the
        applicable Closing may be extended for a reasonable time to allow such
        repairs or replacements to be made by Seller, but in no event more than
        six (6) months (the "Outside Closing Date").

                      (c) In the event that after the Power/Promotional Center
        Closing, there is any damage to or taking of the Community
        Center/Triangle Property and Seller elects to repair the Community
        Center/Triangle Property on or before the Outside Closing Date and
        Seller completes such repair on or before the Outside Closing Date for
        the Community Center/Triangle Closing, Purchaser shall proceed with the
        Community Center/Triangle Closing and accept the Community
        Center/Triangle Property and the Community Center/Triangle Purchase
        Price shall not be reduced. If after the Power/Promotional Center
        Closing, there is any damage or taking of the Community Center/Triangle
        Property and Seller elects not to restore or repair the Community
        Center/Triangle Property, the Purchaser shall have an election to (i)
        terminate the Community Center Escrow and receive a refund of the
        Deposit plus accrued interest less one-half of the Escrow Holder's and
        Title Company's cancellation fees, or (ii) accept the Community
        Center/Triangle Property in its then current condition and proceed with
        the Community Center/Triangle Closing, in which case Purchaser shall be
        entitled to receive an assignment of Seller's insurance proceeds and the
        Community Center/Triangle


                                       31

<PAGE>   34

        Purchase Price shall be reduced by the amount of Seller's insurance
        deductible applicable to the Community Center/Triangle Property.

                      (d) In the event that prior to the Power/Promotional
        Center Closing, all or any material portion of the Property is subject
        to a taking by public authority, Purchaser shall have the right,
        exercisable by giving notice to Seller within fifteen (15) days after
        receiving written notice of such taking, either (i) to terminate this
        Agreement, in which case neither party shall have any further rights or
        obligations hereunder and any money or documents in escrow shall be
        returned to the party depositing the same, or (ii) to accept the
        Property in its then condition, without a reduction in the Purchase
        Price, and to receive an assignment of all of Seller's rights to any
        condemnation award payable by reason of such taking. If Purchaser elects
        to proceed under clause (ii) above, Seller shall not compromise, settle
        or adjust any claims to such award without Purchaser's prior written
        consent, which shall not be unreasonably withheld, conditioned or
        delayed.

                      (e) In the event that prior to the Power/Promotional
        Center Closing, any non-material portion of the Property is subject to a
        taking, Purchaser shall accept the Property in its then condition and
        proceed with the Power/Promotional Center Closing and Community
        Center/Triangle Closing, in which case Purchaser shall be entitled to an
        assignment of all of Seller's rights to any award in connection with
        such taking. In the event of any such non-material taking, Seller shall
        not compromise, settle or adjust any claims to such award without
        Purchaser's prior written consent, which shall not be unreasonably
        withheld, conditioned or delayed.

                      (f) For the purpose of this Article, damage to the
        Property or a taking of a portion thereof shall be deemed to involve a
        material portion thereof if the reasonably estimated cost of restoration
        or repair of such damage or the amount of the condemnation award with
        respect of such taking shall exceed $500,000.

                      (g) Seller agrees to give Purchaser prompt notice of any
        taking, damage or destruction of the Property. The provisions of this
        Article shall survive the Power/Promotional Center Closing and Community
        Center/Triangle Closing.

               16.    DEFAULT

                      (a) If either party breaches its obligations hereunder,
        then the other party may, without terminating this Agreement, suspend
        performance until such breach is cured; provided, however, if Purchaser
        breaches this Agreement, Seller shall terminate this Agreement and
        retain the Deposit, as Liquidated Damages as set forth in Paragraph
        16(b) below, if such default occurs prior to the Power Promotional
        Center Closing and shall terminate the Community Center/Triangle Escrow
        if the breach occurs after the Power/Promotional Center Closing Date but
        prior to the Community Center/Triangle Closing. If Seller breaches its
        obligations hereunder, Purchaser's sole remedies shall be either (i) to
        terminate this Agreement and receive a refund of the Deposit and recover
        Purchaser's actual, but not consequential, damages, or (ii) to obtain
        specific performance by Seller by tendering the applicable Purchase
        Price to Escrow prior to the applicable Closing Date. For purposes of
        determining whether Purchaser may sue


                                       32

<PAGE>   35

        for specific performance, Purchaser shall be deemed to have tendered the
        applicable Purchase Price to Escrow Holder when it has supplied Escrow
        Holder with written evidence from Purchaser's lender and/or Purchaser's
        commercial bank or investment bank that Purchaser has satisfied all
        conditions to funding the loan for a portion of the applicable Purchase
        Price, including Purchaser's execution of loan documents, and delivery
        of a deed of trust and assignment of leases in favor of such lender to
        Escrow Holder, other than recordation of the Grant Deed and applicable
        deed of trust and issuance of Purchaser's and the Lender's title
        policies and that Purchaser has sufficient other segregated funds
        available with such commercial bank or investment bank to pay the
        balance of the applicable Purchase Price on or before the applicable
        Closing Date. The obligations of Seller under this Agreement shall be
        without recourse to the assets of the general partners or of any general
        partner, officer, shareholder, director or employee of Seller or any
        general partner of Seller. The sole recourse of Purchaser for any
        obligation of the Seller under this Agreement shall be limited solely to
        the assets of Seller.

                      (B) IF THE PURCHASE AND SALE OF THE POWER/PROMOTIONAL
        CENTER PROPERTY OR THE COMMUNITY CENTER/TRIANGLE PROPERTY IS NOT
        CONSUMMATED BECAUSE OF A DEFAULT OF PURCHASER, THE DEPOSIT SHALL BE
        RETAINED BY SELLER AS SELLER'S MINIMUM LIQUIDATED DAMAGES AND SELLER MAY
        DEMAND OF PURCHASER THAT THE AMOUNT OF SELLER'S LIQUIDATED DAMAGES
        SHOULD BE INCREASED FROM $5,600,000 TO A GREATER AMOUNT BUT IN NO EVENT
        GREATER THAN $7,000,000. IN NO EVENT SHALL SELLER'S LIQUIDATED DAMAGES
        EVER BE LESS THAN $5,600,000. IF SELLER MAKES A DEMAND ON PURCHASER THAT
        SELLER'S LIQUIDATED DAMAGES BE INCREASED AND PURCHASER REJECTS SELLER'S
        DEMAND, SELLER SHALL HAVE THE RIGHT TO PROCEED TO ARBITRATION UNDER
        ARTICLE 20 SOLELY FOR THE PURPOSE OF DETERMINING WHETHER SELLER'S
        LIQUIDATED DAMAGES SHOULD BE INCREASED FROM $5,600,000 TO A GREATER
        AMOUNT BUT IN NO EVENT GREATER THAN $7,000,000. THE PARTIES HAVE AGREED
        THAT SELLERS' ACTUAL DAMAGES, INCLUDING THE POTENTIAL ADVERSE EFFECT ON
        THE UNIT PRICE THAT SELLER'S UNITS ARE TRADED AT ON THE NEW YORK STOCK
        EXCHANGE, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE.
        THEREFORE, BY PLACING THEIR INITIALS BELOW IN THE SPACE PROVIDED, THE
        PARTIES ACKNOWLEDGE THAT (I) $5,600,000 HAS BEEN AGREED UPON AS SELLER'S
        MINIMUM LIQUIDATED DAMAGES; (II) THAT $7,000,000 HAS BEEN AGREED UPON AS
        SELLER'S MAXIMUM LIQUIDATED DAMAGES AND AS A LIMIT TO PURCHASER'S
        POTENTIAL LIABILITY FOR A BREACH OF THIS AGREEMENT; AND (III) THAT
        ARBITRATION UNDER ARTICLE 20 HAS BEEN AGREED UPON AS THE PROCEDURE TO BE
        USED BY SELLER TO RESOLVE ANY DISPUTE WITH PURCHASER REGARDING ANY
        INCREASE IN THE AMOUNT OF LIQUIDATED DAMAGES FROM $5,600,000 TO UP TO
        THE MAXIMUM AMOUNT OF $7,000,000 AS SELLER'S LIQUIDATED DAMAGES, AFTER
        NEGOTIATION WITH THE ASSISTANCE AND ADVICE OF LEGAL COUNSEL, AS THE
        PARTIES REASONABLE


                                       33

<PAGE>   36

        ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE
        REMEDY AGAINST PURCHASER AT LAW, OR IN EQUITY IN THE EVENT
        OF A DEFAULT UNDER THIS AGREEMENT BY PURCHASER PRIOR TO THE
        POWER/PROMOTIONAL CENTER CLOSING OR COMMUNITY
        CENTER/TRIANGLE CLOSING, AS APPLICABLE, WITHOUT PREJUDICE TO
        SELLER'S RIGHT TO RECOVER ATTORNEYS' FEES AS A PREVAILING
        PARTY OR WITHOUT LIMITATION OF PURCHASER'S INDEMNITY
        OBLIGATIONS UNDER THIS AGREEMENT.
                                                         /s/ [SIG]
        ------------------------                         --------------------
        PURCHASER'S INITIALS                             SELLER'S INITIALS

                      (c) Notwithstanding Paragraphs 16(a) and (b) above, prior
        to applicable Closing if Seller or Purchaser default hereunder, the
        defaulting party shall be notified in writing of such default by the
        non-defaulting party. The defaulting party shall then have ten (10) days
        to cure such default at its sole expense to the satisfaction of the
        non-defaulting party, or if such default by Seller occurs after the
        Promotional/Power Center Closing Date but prior to the Community
        Center/Triangle Closing and Seller commences such cure within such ten
        (10) day period and is diligently prosecuting such cure to completion,
        Seller shall have until the Outside Closing Date for the Community
        Center/Triangle Closing to complete such cure.

               17.    BROKER'S COMMISSION

                      (a) Seller represents and warrants that no brokerage
        commission, finder's fee or other compensation is due or payable by
        reason of Seller's actions in the transaction contemplated hereby.
        Seller agrees to indemnify, defend and hold Purchaser harmless from and
        against any losses, damages, costs and expenses (including attorneys
        fees) incurred by Purchaser by reason of any breach or inaccuracy of the
        representation and warranty contained in this Paragraph.

                      (b) Except for DSB Properties, Inc. ("DSB"), Purchaser
        represents and warrants that Purchaser has not entered into any
        agreement or incurred any obligation which might result in the
        obligation to pay any brokerage commission, finder's fee or other
        compensation with respect to the transaction contemplated hereby.
        Purchaser agrees to indemnify, defend and hold Seller harmless from any
        against any losses, damages, costs and expenses (including attorneys'
        fees) incurred by Seller by reason of any breach or inaccuracy of the
        representation contained in this Paragraph.

                      (c) Seller shall pay the brokerage commission to DSB on
        the Community Center/Triangle Closing Date through Escrow in an amount
        equal to one percent (1%) of the Purchase Price for the Power
        Center/Promotional Property and Community Center/Triangle Property, net
        of any adjustments related to the rent subsidy outlined in Article 9.

                      (d) The provisions of this Article shall survive the
        Power/Promotional Center Closing and Community Center/Triangle Closing.



                                       34

<PAGE>   37

               18.    ESCROW

                      (a) Escrow Holder; Instructions. Within two (2) days after
        their respective execution of this Agreement, Purchaser and Seller shall
        each deposit a counterpart original of this Agreement executed by such
        party (or either of them shall deposit a counterpart executed by both
        Purchaser and Seller) with Escrow Holder. Purchaser shall not have the
        right to close the Power/Promotional Center Escrow if the Community
        Center/Triangle Escrow is terminated prior to the Power/Promotional
        Center Closing Date. Purchaser shall not have the right to close the
        Community Center/Triangle Escrow if the Power/Promotional Center Escrow
        does not close. This Agreement, together with such further instructions,
        if any, as the parties shall provide to Escrow Holder by written
        agreement, shall constitute the escrow instructions.

                      (b) Deposits into Escrow.

                             (i) Seller shall deposit, or cause to be deposited,
        into the Escrow, in time to permit the Power/Promotional Center Closing
        and Community Center/Triangle Closing of the transactions contemplated
        hereby on the applicable Closing Date, the documents described in
        Article 11. Escrow Holder is hereby authorized to use the foregoing
        documents and instruments to close the applicable Escrow when:

                                    (A) Escrow Holder holds for the account of 
                Seller all sums to be paid by Purchaser to Seller through Escrow
                at the Power/Promotional Center Closing and all sums to be paid
                by Purchaser to Seller through Escrow at the Community Center
                Closing; and

                                    (B) the Title Company can and will issue the
                Title Policy concurrently with the applicable Closing for the
                Power/Promotional Center Property or Community Center/Triangle
                Property, as appropriate.

                             (ii) Purchaser shall deposit, or cause to be
        deposited, into the Escrow, in time to permit the Power/Promotional
        Center Closing and Community Center/Triangle Closing of the transactions
        contemplated hereby on the applicable Closing Date:

                                    (A) The Power/Promotional Center Purchase 
                Price and Community Center/Triangle Purchase Price, as
                appropriate, as set forth in Article 3.

                                    (B) The additional amount, if any, which
                Escrow Holder estimates to be necessary to pay Purchaser's share
                under this Agreement of the closing costs, expenses and
                prorations of the Power/Promotional Center Closing and Community
                Center/Triangle Closing, as appropriate; and

                                    (C) Purchaser's Closing Documents for the 
                applicable Closing as set forth in Article 12.



                                       35

<PAGE>   38

Escrow Holder is hereby authorized to use said funds, instruments and documents
to close the Power/Promotional Center Escrow and Community Center/Triangle
Escrow, as appropriate, when: (i) Escrow Holder holds for Purchaser the Grant
Deed for the Power/Promotional Center Property and Community Center/Triangle
Property, as appropriate, and (ii) the Title Company can and will issue the
Title Policy for the Power/Promotional Center Property or Community
Center/Triangle Property, as appropriate, concurrently with the applicable
Closing and the conditions to Close of Power/Promotional Center Escrow or
Community Center/Triangle Escrow, as appropriate, have been satisfied.

                      (c) Close of Escrow. Provided that Escrow Holder shall not
        have received written notice from Purchaser or Seller of the failure of
        any condition to the applicable Closing or of the termination of the
        applicable Escrow, when Purchaser and Seller have deposited into the
        Escrow the matters required by this Agreement and the Title Company can
        and will issue the Title Policy for the Power/Promotional Center
        Property or Community Center/Triangle Property, as appropriate,
        concurrently with the applicable Closing, Escrow Holder shall:

                             (i)  Deliver to Purchaser: the Grant Deed to the
        Power/Promotional Center Property or Community Center/Triangle Property,
        as appropriate, by causing it to be recorded in the Official Records of
        the Office of the County Recorder of Los Angeles County, California, and
        cause such Deed to be mailed to Purchaser after such Deed has been
        recorded at the applicable Closing.

                             (ii) Deliver to Seller: the Power/Promotional 
        Center Purchase Price and Community Center/Triangle Purchase Price, as
        appropriate, less (i) all amounts to appropriately be paid by Seller
        pursuant to Paragraph 13(a) and Article 17, (ii) Seller's share of
        amounts to be prorated by Escrow Holder under Article 13 in connection
        with the Power/Promotional Center Escrow and Community Center/Triangle
        Escrow, as appropriate; and (iii) any amount required to be held back to
        assure completion of Seller's construction obligations under paragraph
        9(b).

                             (iii) Deliver to Purchaser after the Community
        Center/Triangle Closing: any funds deposited by Purchaser, and any
        interest earned thereon, in excess of the amount required to be paid by
        Purchaser hereunder.

                             (iv) Cause the Title Policy for the
        Power/Promotional Center Property or Community Center/Triangle Property,
        as appropriate, to be issued to Purchaser by the Title Company.

                             (v) Deliver to DSB, the broker's commission on the 
        Community Center/Triangle Closing Date.

                      (d) Application of Seller's Proceeds. Seller hereby
        instructs Escrow Holder: (i) to deduct from the Power/Promotional Center
        Purchase Price or Community Center/Triangle Purchase Price, as
        appropriate, all costs to be paid by Seller herein (including, without
        limitation, the amount set forth in Article 13 and the commission set
        forth in Article 17), Seller's share of the prorations herein and all
        amounts required to be


                                       36

<PAGE>   39

        paid to the holders of any lien or encumbrance on the Power/Promotional
        Center Property or Community Center/Triangle Property, as appropriate,
        in order to permit Seller to convey title to the Power/Promotional
        Center Property or Community Center/Triangle Property, as appropriate,
        to Purchaser in the condition required by this Agreement; and (ii) to
        deliver to Seller, immediately after the applicable Closing Date, the
        remainder of the Power/Promotional Center Purchase Price and Community
        Center/Triangle Purchase Price, as appropriate, due to Seller. Seller
        shall have the right, by separate instructions to Escrow Holder, to
        direct the manner and payees of any funds due Seller.

               19.    MISCELLANEOUS

                      (a) The obligations of Seller under this Agreement shall
        be without recourse to the assets of any officer, shareholder, director,
        unitholder or employee of Seller or of any general partner of Seller
        (excluding, however, such general partner's interest in Seller). The
        sole recourse of Purchaser for the enforcement of any claims against
        Seller arising out of this Agreement shall be limited solely to the
        assets of Seller.

                      (b) This Agreement is the entire Agreement between the
        parties hereto with respect to the subject matter hereof and supersedes
        all prior agreements between the parties with respect to the matters
        contained in this Agreement. Any waiver, modification, consent or
        acquiescence with respect to any provision of this Agreement shall be
        set forth in writing and duly executed by or in behalf of the party to
        be bound thereby. No waiver by any party of any breach hereunder shall
        be deemed a waiver of any other or subsequent breach.

                      (c) This Agreement may be executed in any number of
        counterparts, and delivered by facsimile, each of which shall be deemed
        an original, but all of which when taken together shall constitute one
        and the same instrument. If this Agreement is executed and delivered by
        facsimile, the party so executing and delivering the Agreement shall
        deliver a hard copy to the other party and Escrow Holder by overnight
        courier with guaranteed, next day delivery.

                      (d) Time is of the essence in the performance of and
        compliance with each of the provisions and conditions of this Agreement.
        If the last day for performing or exercising a party's obligations or
        rights under this Agreement falls on a weekend or holiday, the time for
        performing or exercising a party's rights or obligations shall be
        extended to the next business day immediately following any such weekend
        or holiday.

                      (e) Any communication, notice or demand of any kind
        whatsoever which either party may be required or may desire to give to
        or serve upon the other shall be in writing and delivered by personal
        service (including express or courier service), facsimile, or by
        registered or certified mail, postage prepaid, return receipt requested,
        addressed as follows:



                                       37

<PAGE>   40

        Seller:              The Newhall Land and Farming Company
                             23823 Valencia Boulevard
                             Valencia, California  91355
                             Attn:  Thomas E. Dierckman
                                    Senior Vice President
                             Phone: 805/255-4000
                             Fax:   805/259-2957

        With a copy to:      Brobeck, Phleger & Harrison LLP
                             550 South Hope Street, Suite 2100
                             Los Angeles, California 90071
                             Attn:  Jerry Walsh, Esq.
                             Phone: 213/745-3358
                             Fax:   213/239-1320

        Purchaser:           Samuel S. Mevorach
                             c/o DSB Properties Inc.
                             3967 East Thousand Oaks Boulevard
                             Suite G
                             Westlake Village, California  91362
                             Attn:  David S. Blatt
                             Phone: 805/374-1700
                             Fax:   805/374-1703

        With copies to:      Donfeld Kelley & Rollman
                             11845 West Olympic Boulevard, Suite 1245
                             Los Angeles, California  90064-5026
                             Attn:  Fredric A. Rollman, Esq.
                             Phone: 310/312-8080
                             Fax:   310/312-8014

                             and

                             McColgan & Vanni
                             199 S. Los Robles Avenue, Suite 420
                             Pasadena, California 91101-2457
                             Attn:  Hugh McColgan, Esq.
                             Phone: 626/795-0226
                             Fax:   626/793-0148


                                       38

<PAGE>   41

        Escrow Holder:       American Title Insurance Company
                             950 Hampshire Road
                             Westlake Village, California  91361
                             Attn:  Ms. Mary Patterson
                             Re: Escrow Nos. 3695-MP for the Power/Promotional
                                             Center Escrow
                                             3696-MP for the Community 
                                             Center/Triangle Escrow
                             Phone: 805/370-1807
                             Fax:   805/370-1420

Either party may change its address for notice by written notice given to the
other in the manner provided in this Paragraph. Any such communication, notice
or demand shall be deemed to have been duly given or served on the date
personally served, if by personal service, or on the date shown on the return
receipt or other evidence of delivery, if mailed or sent by overnight courier or
facsimile. If a party sends any notice by facsimile, such party shall send a
hard copy of such notice by overnight courier or messenger with guaranteed
delivery the next business day.

                      (f) The parties agree to execute such instructions to the
        Escrow Holder and the Title Company and such other instruments and to do
        such further acts as may be reasonably necessary to carry out the
        provisions of this Agreement.

                      (g) The making, execution and delivery to this Agreement
        by the parties hereto has been induced by no representations,
        statements, warranties or agreements other than those expressly set
        forth herein.

                      (h) Wherever possible, each provision of this Agreement
        shall be interpreted in such a manner as to be valid under applicable
        law, but, if any provision of this Agreement shall be invalid or
        prohibited thereunder, such invalidity or prohibition shall be construed
        as if such invalid or prohibited provision had not been inserted herein
        and shall not affect the remainder of such provision or the remaining
        provisions of this Agreement.

                      (i) The language in all parts of this Agreement shall be
        in all cases construed simply according to its fair meaning and not
        strictly for or against any of the parties hereto. Article and Paragraph
        headings of this Agreement are solely for convenience of reference and
        shall not govern the interpretation of any of the provisions of this
        Agreement.

                      (j) This Agreement shall be governed by and construed in
        accordance with the laws of the State of California. By executing this
        Agreement, the parties waive their rights to a jury trial.

                      (k) If any arbitration or action is brought by either
        party against the other party, the prevailing party shall be entitled to
        recover from the other party reasonable attorneys fees, costs and
        expenses incurred in connection with the prosecution or defense of such
        action.


                                       39

<PAGE>   42

                      (l) This Agreement shall be binding upon and inure to the
        benefit of each of the parties hereto and to their respective
        transferees, successors, and assigns. This Agreement is not intended and
        shall not be deemed or construed to create any rights in any third
        parties. Purchaser shall not transfer or assign its rights under this
        Agreement (voluntarily, involuntarily or by operation of law) without
        the prior written consent of Seller, which shall not be unreasonably
        withheld, conditioned or delayed. Notwithstanding the foregoing,
        Purchaser shall have the right to assign this Agreement to an entity
        controlled by or under common control with Purchaser (or DSB), provided
        any such assignment shall not release Purchaser from liability under
        this Agreement and any such assignment shall not delay the Close of
        Escrow.

                      (m) All Exhibits attached hereto are incorporated by

        reference.

                      (n) From and after December 19, 1997, until the applicable
        Closing Date, or if this Agreement is terminated for a period of two (2)
        years after the date of termination, Purchaser and all employees,
        consultants and agents of Purchaser agree to use best efforts to
        maintain strict confidentiality with regard to nonpublic information
        concerning the Property or Seller's operation thereof obtained from
        Seller; provided, however, Purchaser shall not be precluded from making
        disclosure regarding such information: (i) to Purchaser's and its
        lenders and their respective counsel, accountants, consultants, mortgage
        correspondents and services and other professional advisors, (ii) in
        response to a subpoena or order of a court or governmental agency, (iii)
        in connection with any action or proceeding between Seller and Purchaser
        or (iv) as required by law, including any required securities law
        disclosures for Seller, or applicable regulation.

                      (o) On or after the applicable Closing Date, Purchaser and
        Seller each agree, upon the request of the other, to issue a joint press
        release in a mutually acceptable form concerning the transaction
        contemplated by this Agreement.

                      (p) Seller and Purchaser will cooperate in good faith to
        consummate the transactions contemplated under this Agreement. Upon
        Purchaser's written request to Seller, Seller shall cooperate, at no
        cost or expense to Seller, if Purchaser elects to Close the
        Power/Promotional Center Escrow or Community Center/Triangle Escrow as
        part of a Section 1031 Exchange under the Code, provided Seller shall
        not be required to take title to any other property, Purchaser shall
        defend, indemnify and hold Seller harmless from and against any claims,
        damages, costs, expenses and liabilities associated with, related to or
        connected with any such Section 1031 Exchange and any such 1031 Exchange
        shall not delay the Closing of the Power/Promotional Center Escrow or
        Community Center/Triangle Escrow.

               20.    ARBITRATION

                      Any dispute between the parties hereto shall be determined
by arbitration and any dispute between the parties regarding the amount of
Seller's Liquidated Damages or the amount of Sellers' damages under Paragraph
16(b) shall be determined by arbitration. In no event shall the arbitrator have
the authority to award Seller Liquidated Damages or damages of less than
$5,600,000 or in excess of $7,000,000. Notwithstanding anything to the contrary


                                       40

<PAGE>   43



contained in this Article 20 or the Agreement, if Purchaser has rejected
Seller's demand that Seller's Liquidated Damages be increased from $5,600,000 to
an amount of up to $7,000,000 and Seller has elected to proceed with arbitration
to resolve the dispute, the following procedures shall be used to resolve the
amount of Seller's Liquidated Damages once the Judge or arbitrators, as
applicable, have been chosen in accordance with the procedures set forth below.
Seller and Purchaser shall each submit a sealed envelope to the Judge or
arbitrators, as appropriate, at the arbitration hearing scheduled in accordance
with the procedures set forth below. Each sealed envelope shall contain the
amount that Purchaser and Seller believe should be the amount of Seller's
Liquidated Damages, which amounts must be a number falling within the range of
$5,600,000 to $7,000,000, inclusive. The sealed envelope may also include a
written brief setting forth the support for Purchaser or Seller's position. If
Purchaser or Seller submit a number for Seller's Liquidated Damages that is less
than $5,600,000 or more than $7,000,000, the Judge or arbitrators, as
appropriate, shall select the other party's number as the amount of Seller's
Liquidated Damages. The Judge or arbitrators, as appropriate, shall select
either Purchaser's number or Seller's number as the amount of Seller's
Liquidated Damages which the Judge or arbitrators, as appropriate, believe in
their sole discretion is the appropriate amount of Seller's Liquidated Damages
within ten (10) days after the date of Purchaser and Seller's submittal. If
neither Seller nor Purchaser submits a number between $5,600,000 and $7,000,000,
Seller's Liquidated Damages shall be $5,600,000. The Judge's or arbitrators', as
appropriate, determination of the amount of Seller's Liquidated Damages shall be
binding on Purchaser and Seller and may be entered in any court of competent
jurisdiction; provided, however, in no event shall the amount of Seller's
Liquidated Damages be less than $5,600,000 or more than $7,000,000. Each party
shall pay its own attorneys' fees and one-half (1/2) the cost of the Judge or
arbitrators, as appropriate, that are incurred in connection with any
arbitration proceeding to determine the amount of Seller's Liquidated Damages
regardless of whether Seller or Purchaser is the prevailing party with respect
to any such determination.

               Whenever any such dispute arises between the parties hereto in
connection with this Agreement and either party gives written notice to the
other that such dispute shall be determined by arbitration, then within twenty
(20) days after the giving of the notice, both parties shall select and hire one
member ("Judge") of the panel of Judicial Arbitration and Mediation Services,
Inc. ("JAMS"). The Judge shall be a retired judge experienced with commercial
real property disputes in the County in which the Property is located. As soon
as reasonably possible, but no later than thirty (30) days after the Judge is
selected, the Judge shall schedule the arbitration hearing at a location
reasonably acceptable to Seller, Purchaser and the Judge. The Judge shall
determine the matter within ten (10) days after the conclusion of any such
arbitration hearing. The arbitration hearing shall be conducted in accordance
with JAMS' procedures for major matters, except as provided otherwise in this
Agreement. All determinations by the Judge shall be binding on Purchaser and
Seller and may be entered into a court of competent jurisdiction.
Each party shall pay one-half the costs and expenses of the Judge.

               If Judicial Arbitration and Mediation Services, Inc. ceases to
exist, and either party gives written notice to the other that a dispute shall
be determined by arbitration, then, unless agreed otherwise in writing by the
parties, all arbitrations hereunder shall be governed by California Code of
Civil Procedure Sections 1280 through 1294.2, inclusive, as amended or
recodified from time to time, to the extent they do not conflict with this
Article. Any determination by arbitration hereunder may be entered in any court
having jurisdiction. Within ten (10)


                                     41

<PAGE>   44

days after delivery of such notice, each party shall select an arbitrator with
at least five (5) years' experience in commercial real property transactions in
the County in which the Property is located and advise the other party of its
selection in writing. The two arbitrators so named shall meet promptly and shall
name a third arbitrator within the succeeding period of five (5) days. Said
three arbitrators thereafter shall schedule an arbitration hearing with
Purchaser and Seller at a mutually convenient place within thirty (30) days
thereafter and shall render a decision within ten (10) days after the conclusion
of the arbitration hearing. The decision of any two (2) of said arbitrators
rendered in writing and delivered to the parties hereto shall be final and
binding on the parties.

               If either party fails to appoint an arbitrator within the
prescribed time, and/or if either party fails to appoint an arbitrator with the
qualifications specified herein, and/or if any two arbitrators are unable to
agree upon the appointment of a third arbitrator within the prescribed time,
then the Superior Court of the County in which the Property is located may, upon
request of any party, appoint such arbitrators, as the case may be, and the
arbitrators as a group shall have the same power and authority to render a final
and binding decision as where the appointments are made pursuant to the
provisions of the preceding paragraph. All arbitrators shall be individuals with
at least five (5) years' experience negotiating or arbitrating disputes arising
out of commercial real property transactions in the County where the Property is
located. All determinations by arbitration hereunder, including by the Judge,
shall be binding upon Seller and Purchaser and may be entered in any court
having jurisdiction.

NOTICE:        BY INITIALLING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE
               ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE
               "ARBITRATION OF DISPUTES", (INCLUDING BUT NOT LIMITED TO
               DETERMINING WHETHER THE AMOUNT OF SELLERS' LIQUIDATED
               DAMAGES SHOULD BE INCREASED FROM $5,600,000 TO UP TO
               $7,000,000) PROVISION DECIDED BY NEUTRAL ARBITRATION AS
               PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY
               RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
               COURT OR JURY TRIAL.  BY INITIALLING IN THE SPACE BELOW YOU
               ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,
               UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBI-
               TRATION OF DISPUTES" PROVISION.  IF YOU REFUSE TO SUBMIT TO
               ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE
               COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE
               CALIFORNIA CODE OF CIVIL PROCEDURE.  YOUR AGREEMENT TO THIS
               ARBITRATION PROVISION IS VOLUNTARY.  WE HAVE READ AND
               UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
               ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF
               DISPUTES" PROVISION TO NEUTRAL ARBITRATION.
                                                   /s/ [SIG]
               ------------------------            ------------------------
               PURCHASER                           SELLER

               SELLER AND PURCHASER HAVE CAREFULLY READ AND REVIEWED
THIS AGREEMENT AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY
EXECUTION OF THIS AGREEMENT, SHOW THEIR INFORMED AND VOLUNTARY


                                       42

<PAGE>   45

CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS AGREEMENT IS
EXECUTED, THE TERMS OF THIS AGREEMENT ARE COMMERCIALLY REASONABLE AND EFFECTUATE
THE INTENT AND PURPOSE OF SELLER AND PURCHASER WITH RESPECT TO THIS AGREEMENT.

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

SELLER:                                           PURCHASER:                    
                                                                                
THE NEWHALL LAND AND FARMING                                                    
COMPANY (A California Limited Partnership)                                      
                                                  By:                           
By:     NEWHALL MANAGEMENT LIMITED                    --------------------------
        PARTNERSHIP, a California Limited                 Samuel S. Mevorach    
        Partnership, Managing General Partner                                   
                                                  
        By:    NEWHALL MANAGEMENT
               CORPORATION, a California
               corporation, Managing General
               Partner

               By: [SIG]   
                  ---------------------------
                    
                  Its:  SVP
                       ----------------------

               By:    [SIG]
                  ---------------------------

                  Its:  [SIG]
                       ----------------------



                                       43

<PAGE>   46



                                  Exhibit "A-1"

                   (Legal Description of Valencia Marketplace)

               Exhibit "A-1" to Purchase and Sale Agreement by and between 
Samuel S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.

               The land referred to in this report is situated in the State of
California, County of Los Angeles and is described as follows:


               Parcels 1 through 21 of Vesting Tentative Parcel Map 8676.


        RESERVING THEREFROM all rights, title and interest in and to minerals,
oil, gas, tars, hydrocarbons, and metalliferous substances of every kind, and to
reservoirs and wells of every kind, together with the right to drill, pump or
mine for same, without, however, the right to enter upon, drill or mine through
the surface or the upper five hundred feet (500') of the subsurface of said
property.

        ALSO EXCEPTING and reserving therefrom all rights to water, aquifers,
reservoirs and subsurface waters, including, but not limited to, the right to
take, use and develop for use any and all water that may now exist or may
hereafter exist upon or under said land, without the right to enter upon, drill,
explore or operate through the surface or the upper fifty feet (50') of the
subsurface of the lands hereinabove.

        ALSO RESERVING THEREFROM all rights and benefits (including any voting
rights and transferable tax sharing benefits and transferable development rights
in excess of current Property approvals for the development of the Property as
depicted in the Site Plan attached as Exhibit G to that certain Purchase and
Sale Agreement dated January 7, 1998, by and between Samuel S. Mevorach, as
Purchaser, and The Newhall Land and Farming Company (a California Limited
Partnership), as Seller) related to any tax sharing, annexation or incorporation
of all or any portion of the property into any city, municipal entity, owner's
association or any special improvement or assessment district.

                                  Exhibit "A-1"
                                       -1-


<PAGE>   47



                                         Exhibit "A-2"

                        (Legal Description of Power/Promotional Center)

               Exhibit "A-2" to Purchase and Sale Agreement by and between 
Samuel S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.

               The land referred to in this report is situated in the State of
California, County of Los Angeles and is described as follows:

               Parcels 9 through 21 of Vesting Tentative Parcel Map 8676.

        RESERVING THEREFROM all rights, title and interest in and to minerals,
oil, gas, tars, hydrocarbons, and metalliferous substances of every kind, and to
reservoirs and wells of every kind, together with the right to drill, pump or
mine for same, without, however, the right to enter upon, drill or mine through
the surface or the upper five hundred feet (500') of the subsurface of said
property.

        ALSO EXCEPTING and reserving therefrom all rights to water, aquifers,
reservoirs and subsurface waters, including, but not limited to, the right to
take, use and develop for use any and all water that may now exist or may
hereafter exist upon or under said land, without the right to enter upon, drill,
explore or operate through the surface or the upper fifty feet (50') of the
subsurface of the lands hereinabove.

        ALSO RESERVING THEREFROM all rights and benefits (including any voting
rights and transferable tax sharing benefits and transferable development rights
in excess of current Property approvals for the development of the Property as
depicted in the Site Plan attached as Exhibit "G" to that certain Purchase and
Sale Agreement dated January 7, 1998, by and between Samuel S. Mevorach, as
Purchaser, and The Newhall Land and Farming Company (a California Limited
Partnership), as Seller) related to any tax sharing, annexation or incorporation
of all or any portion of the property into any city, municipal entity, owner's
association or any special improvement or assessment district.

                                  Exhibit "A-2"
                                       -1-


<PAGE>   48

                                  Exhibit "A-3"

                (Legal Description of Community Center/Triangle)

               Exhibit "A-3" to Purchase and Sale Agreement by and between 
Samuel S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.

               The land referred to in this report is situated in the State of
California, County of Los Angeles and is described as follows:

            Parcels 1 through 8 of Vesting Tentative Parcel Map 8676.

        RESERVING THEREFROM all rights, title and interest in and to minerals,
oil, gas, tars, hydrocarbons, and metalliferous substances of every kind, and to
reservoirs and wells of every kind, together with the right to drill, pump or
mine for same, without, however, the right to enter upon, drill or mine through
the surface or the upper five hundred feet (500') of the subsurface of said
property.

        ALSO EXCEPTING and reserving therefrom all rights to water, aquifers,
reservoirs and subsurface waters, including, but not limited to, the right to
take, use and develop for use any and all water that may now exist or may
hereafter exist upon or under said land, without the right to enter upon, drill,
explore or operate through the surface or the upper fifty feet (50') of the
subsurface of the lands hereinabove.

        ALSO RESERVING THEREFROM all rights and benefits (including any voting
rights and transferable tax sharing benefits and transferable development rights
in excess of current Property approvals for the development of the Property as
depicted in the Site Plan attached as Exhibit "G" to that certain Purchase and
Sale Agreement dated January 7, 1998, by and between Samuel S. Mevorach, as
Purchaser, and The Newhall Land and Farming Company (a California Limited
Partnership), as Seller) related to any tax sharing, annexation or incorporation
of all or any portion of the property into any city, municipal entity, owner's
association or any special improvement or assessment district.

                                  Exhibit "A-3"
                                       -1-

<PAGE>   49

                                   Exhibit "B"

                           (List of Personal Property)

               Exhibit "B" to Purchase and Sale Agreement by and between 
Samuel S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.



                      To be mutually approved and attached on or before January
                      14, 1998.

                                   Exhibit "B"


<PAGE>   50

                                  Exhibit "C-1"

               (Valencia Marketplace Schedule of Existing Leases)

               Exhibit "C-1" to Purchase and Sale Agreement by and between 
Samuel S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.

                      (To be mutually approved by the parties and attached on or
                      before January 14, 1998.)
<TABLE>
<CAPTION>
Valencia Marketplace Tenants

<S>     <C>                    
1.      Chuck E. Cheese
2.      MAC Universe
3.      Nurseryland
4.      Indian Store
5.      Friend's Clothing
6.      Clear Images
7.      No Limit News Stand
8.      Starbuck's
9.      Noah's Bagels
10.     Subway
11.     Jamba Juice
12.     Smoke Zone
13.     Baskin Robbins
14.     Cannon's Vitamins
15.     Mailboxes, etc.
16.     BC Insurance
17.     Sally Beauty
18.     Fantastic Sam's
19.     Beautiful Nails
20.     Vons
21.     Chili's
22.     Hollywood Video
23.     Macaroni Grille
24.     Claim Jumper
25.     Michaels
26.     Famous Footwear
27.     Cost Plus
28.     Party City
29.     Mode Five
30.     Stateline Tack
31.     Circuit City
32.     Japanese Restaurant
33.     Caramba!
34.     Simmon's Beauty Rest
35.     Bedroom Central

</TABLE>


                                  Exhibit "C-1"


<PAGE>   51

<TABLE>
<S>     <C>                       
36.     Payless Shoesource
37.     Carpeteria
38.     Staples
39.     Sport Chalet
40.     Bed, Bath & Beyond
41.     Toys R' Us
42.     Wal-Mart
43.     Barbeques Galore
44.     Valencia Golf Course
</TABLE>

                                  Exhibit "C-1"

<PAGE>   52

                                  Exhibit "C-2"

             (Power/Promotional Center Schedule of Existing Leases)

               Exhibit C-2 to Purchase and Sale Agreement by and between 
Samuel S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.

                      (To be mutually approved by the parties and attached on or
                      before January 14, 1998.)

<TABLE>
<CAPTION>
PROMOTIONAL CENTER TENANTS
<S>     <C>              
1.      Michael's
2.      Famous Footwear
3.      Cost Plus
4.      Party City
5.      Mode Five
6.      Stateline Tack
7.      Circuit City
8.      Japanese Restaurant
9.      Caramba!
10.     Simmon's Beauty Rest
11.     Bedroom Central
12.     Payless Shoesource

POWER CENTER TENANTS
1.      Carpeteria
2.      Staples
3.      Sport Chalet
4.      Bed, Bath & Beyond
5.      Toys R' Us
6.      Wal-Mart
7.      Barbeques Galore
8.      Valencia Golf Center
</TABLE>

                                  Exhibit "C-2"


<PAGE>   53

                                  Exhibit "C-3"

             (Community Center/Triangle Schedule of Existing Leases)

               Exhibit "C-3" to Purchase and Sale Agreement by and between 
Samuel S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.

                      (To be mutually approved by the parties and attached on or
                      before January 14, 1998.)

<TABLE>
<CAPTION>
TRIANGLE TENANTS
<S>     <C>                    
1.      Chuck E. Cheese
2.      Mac Universe

COMMUNITY CENTER TENANTS
1.      Nurseryland
2.      Children's Wonderland
3.      Indian  Store
4.      Friend's Clothing
5.      Clear Images
6.      No Limit News Stand
7.      Starbuck's
8.      Noah's Bagels
9.      Subway
10.     Jamba Juice
11.     Smoke Zone
12.     Baskin Robbins
13.     Cannon's Vitamin's
14.     Mailboxes, etc.
15.     BC Insurance
16.     Fantastic Sam's
17.     Speedmatic
18.     Beautiful Nails
19.     Von's
20.     Chili's
21.     Hollywood Video
22.     Macaroni Grille
23.     Claim Jumper
</TABLE>


                                  Exhibit "C-3"

<PAGE>   54

                                   Exhibit "D"

                  (Form of Declaration of Covenants, Conditions
                   and Restrictions for Valencia Marketplace)

               Exhibit "D" to Purchase and Sale Agreement by and between Samuel
S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.


                  (TO BE ATTACHED PRIOR TO EXPIRATION OF CONTINGENCY PERIOD)

                                   Exhibit "D"

<PAGE>   55

                                   Exhibit "E"

                             (Schedule of Contracts)

               Exhibit "E" to Purchase and Sale Agreement by and between Samuel 
S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.

                      (To be mutually approved by the parties and attached on or
                      before January 14, 1998.)

                                   Exhibit "E"


<PAGE>   56

                                   Exhibit "F"

                             (Estoppel Certificate)

               Exhibit "F" to Purchase and Sale Agreement by and between Samuel 
S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.

                      FORM OF TENANT'S ESTOPPEL CERTIFICATE


        This Tenant's Estoppel Certificate ("Certificate") is made as of the
____ day of ____________________, 1998 by _____________________, a
_____________________ ("Tenant"), in favor of Samuel S. Mevorach, an individual
("Buyer"), with reference to the following facts:

                                R E C I T A L S:

        A. Buyer has entered into that certain Agreement of Purchase and Sale
and Joint Escrow Instructions ("Agreement"), made and entered into as of January
7, 1998, pursuant to which Buyer has agreed to purchase the applicable
"Property" (as defined in the Agreement).

        B. For purposes of this Certificate, all references herein to Landlord
shall mean The Newhall Land and Farming Company (a California Limited
Partnership).

        NOW, THEREFORE, Tenant hereby certifies to Buyer as follows:

               1. [Name of Tenant] is the lessee of ____________ square feet of
leasable area (the "Premises") in the ____________________________________
located in Los Angeles County, California ("Property"), under a lease agreement
dated ________________, 199_ (as modified or amended, the "Lease") entered into
between Tenant and Landlord as modified by the documents, if any, attached
hereto as Exhibit A.

               2. The Lease is in full force and effect and neither Landlord nor
Tenant is in default thereunder.

               3. The Lease, attached hereto as Exhibit A, constitutes the
entire agreement between the Landlord and Tenant and there are no amendments,
written or oral, to the Lease except as included in Exhibit A.

               4. Tenant has accepted the Premises and is paying rent under the
Lease. Tenant has not made any prepayment of rent or other charges more than one
(1) month in advance and no payments have been made by Tenant except as follows:
____________________________________________________________________________.

               5. The term of the Lease commenced on ____________ _____, 199_
and will end on ______________ 199_ at a monthly base rental (exclusive of
Tenant's obligation to pay

                                   Exhibit "F"
                                       -1-


<PAGE>   57

common area maintenance costs, percentage rents, expenses, taxes, or insurance)
of [____________________________________ Base Rent]. There are no outstanding
concessions, bonuses, free rental periods, rebates, credits or other matters
affecting the rental for Tenant under the Lease except:
_____________________________. Tenant is currently paying
$___________________________________________ as Tenant's share of operating
expenses or common area expense pass throughs.

               6. The amount of Tenant's security deposit currently held by
Landlord under the terms of the Lease is $________________________. To
Landlord's actual knowledge, no portion of the foregoing amount has been applied
by Landlord to the payment of rent or any other amounts due under the Lease.

               7. This certificate may be executed in any number of
counterparts, any of which may contain the signatures of less than all of the
parties, and all of which shall be construed together as but a single
instrument.

               8. [To the best of Landlord's knowledge,] Tenant has not filed
and is not the subject of any filing for bankruptcy or reorganization under
federal bankruptcy laws.

               9. The address for notices to Tenant under the Lease is correctly
set forth in the Lease.

               10. All guarantors of the Lease are identified as follows:
   [None, or so state].
-

               11. This certificate may be relied upon and shall inure to the
benefit of Buyer and shall be binding upon Seller.

        IN WITNESS WHEREOF, Tenant has executed this Certificate as of the date
first set forth above.

                             -----------------------------------------,

                             a 
                             ------------------------------------------


                                    By:     
                                      ---------------------------------------
                                            Name:
                                            Its:

                                    By:     
                                      ---------------------------------------
                                            Name:
                                            Its:

                                   Exhibit "F"
                                       -2-


<PAGE>   58

                                   Exhibit "G"

                                   (Site Plan)

               Exhibit "G" to Purchase and Sale Agreement by and between Samuel 
S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.


                      (To be mutually approved by the parties and attached on or
                      before January 14, 1998.)

                                   Exhibit "G"


<PAGE>   59

                                   Exhibit "H"

                               (Project Pro-Forma)

               Exhibit "H" to Purchase and Sale Agreement by and between Samuel
S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.


                                   Exhibit "H"


<PAGE>   60
Exhibit H omitted in accordance with Item 601(b)(2) of Regulation S-K.


The Newhall Land and Farming Company will furnish supplementally a copy of any
omitted annex, schedule or exhibit to the Securities and Exchange Commission
upon request; provided, however, that The Newhall Land and Farming Company may
request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for
any annex, schedule or exhibit so furnished.
<PAGE>   61

                                   Exhibit "I"

                    (Seller's Standard Landlord Work Letter)

               Exhibit "I" to Purchase and Sale Agreement by and between Samuel
S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.

                      (To be mutually approved by the parties and attached on or
                      before January 14, 1998.)

                                   Exhibit "I"

<PAGE>   62

                                   Exhibit "J"

              (Hypothetical Examples of Rent Subsidy Calculations)

               Exhibit "J" to Purchase and Sale Agreement by and between Samuel
S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.

                      (To be mutually approved by the parties and attached on or
                      before January 14, 1998.)

                                   Exhibit "J"

<PAGE>   63

                                   Schedule 5

                             (Seller's Disclosures)

               Schedule 5 to Purchase and Sale Agreement by and between Samuel
S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.

                      To be attached by Seller on or before January 14, 1998 and
                      subject to Purchaser's review and approval during the
                      Contingency Period.

                                   Schedule 5

<PAGE>   64

                                   Schedule 9

                         (Approved New Tenant Prospects)

               Schedule 9 to Purchase and Sale Agreement by and between Samuel
S. Mevorach, as Purchaser, and The Newhall Land and Farming Company (a
California Limited Partnership), as Seller, dated as of January 7, 1998.

                      To be mutually approved by the parties and attached on or
                      before January 14, 1998.

                                   Schedule 9


<PAGE>   65
                 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT


        THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
("Amendment") is dated as of February 17, 1998, and is entered into by and
between THE NEWHALL LAND AND FARMING COMPANY (A California Limited Partnership)
("Seller") and SAMUEL S. MEVORACH ("Purchaser"), with reference and respect to
the following facts and circumstances:

        A. Newhall and Mevorach made and entered into that certain Purchase and
Sale Agreement dated January 7, 1998 ("Agreement") with respect to those certain
parcels of real property located in the County of Los Angeles, State of
California and more particularly described in the Agreement (the "Property") and
commonly referred to as Valencia Marketplace.

        B. The parties desire to amend, modify and change the Agreement as
provided in this Amendment.

        NOW, THEREFORE, in consideration of the promises, covenants, and
agreements, set forth in this Amendment and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by both
parties, the parties agree as follows:

        1. DEFINITIONS. Defined terms are indicated in this Amendment by initial
capital letters. Except as specifically provided otherwise in this Amendment,
defined terms shall have the same meaning in this Amendment as they do in the
Agreement.

        2. APPROVAL OF DUE DILIGENCE. By executing this Amendment, Purchaser (a)
acknowledges that he has approved all Due Diligence Items provided Seller causes
a final subdivision map for the Property to be recorded prior to the
Power/Promotional Center Closing Date and the Title Company deletes or insures
over the exceptions listed on Schedule 2 to this Amendment and issues the
endorsements to the Title Policy set forth on Schedule 2; and (b) waives his
right to terminate the Agreement during the Contingency Period, subject to
Purchaser's right to terminate this Agreement pursuant to paragraph 3 below.
Purchaser shall deposit the Additional Deposit into Escrow on or before February
17, 1998; provided, however, notwithstanding anything to the contrary contained
in the Agreement, the release of the Deposit to Seller shall be governed by
Paragraph 3 below.

        3. FINANCING CONTINGENCY. Purchaser shall have until March 10, 1998, to
obtain a loan commitment on terms acceptable to Purchaser in its sole discretion
for not more than seventy-five percent (75%) of the applicable Purchase Price.
Purchaser shall exercise due diligence to satisfy this financing contingency on
or before February 27, 1998, but in any event prior to March 10, 1998. If
Purchaser has not obtained a loan commitment on or before 12:00 p.m., Pacific
Standard time on February 27, 1998, Purchaser shall have the right to terminate
Escrow and receive a refund of the Deposit less one-half of Escrow Holder and
Title Insurer's escrow and title insurance cancellation fees and charges. If
Purchaser has not satisfied the financing contingency by 12:00 p.m., Pacific
Standard time on February 27, 1998, and Purchaser has not elected to terminate
Escrow by delivering written notice of termination to


                                       -1-

<PAGE>   66

Seller and Escrow Holder prior to 12:00 p.m. Pacific Standard time on February
27, 1998, Purchaser hereby irrevocably authorizes and instructs Escrow Holder to
disburse Three Hundred Thousand and No/100 Dollars ($300,000) of the Deposit to
Seller on February 27, 1998 as non-refundable consideration for Seller's
agreement to provide Buyer with a financing contingency and an extension of the
time for the release of the balance of the Deposit to Seller.

               If Purchaser elects not to terminate Escrow on or before 12:00
p.m. Pacific Standard time on February 27, 1998 and is unable to satisfy the
financing contingency on or before March 10, 1998 despite Purchaser's best
efforts, Purchaser shall have the right to terminate the Escrow and receive a
refund of $5,300,000 of the Deposit less 1/2 of Escrow Holder's and Title
Insurer's escrow and title insurance cancellation fees and charges. If Purchaser
does not elect to terminate the Agreement and Escrow on March 10, 1998, as a
result of the failure of the financing contingency, Purchaser hereby irrevocably
authorizes and instructs Escrow Holder to disburse the balance of the Deposit in
the amount of $5,300,000 to Seller on March 11, 1998. Notwithstanding anything
to the contrary contained in this Amendment or the Agreement, in no event shall
Seller be obligated to refund the $300,000 portion of the Deposit that was
released to Seller on February 27, 1998 as a result of any failure of the
financing contingency. Purchaser acknowledges that the release of $300,000 to
Seller and Seller's retention of $300,000 as a result of the failure of the
financing contingency is fair and reasonable compensation to Seller for Seller's
agreement to provide Purchaser with a financing contingency and an extension of
the time for release of the Deposit to Seller. If Purchaser acquires title to
the Power/Promotional Center and the Community Center/Triangle, the $300,000
plus accrued interest calculated at the rate of six percent (6%) per annum from
the date of Seller's receipt of the $300,000, and the $5,300,000 balance of the
Deposit plus accrued interest calculated at the rate of six percent (6%) per
annum from the date of Seller's receipt of such funds until the Community
Center/Triangle Closing Date will be credited against the Community
Center/Triangle Purchase Price.

                                                     [SIG]
        ----------------                             -----------------
        Buyer's Initials                             Seller's Initials

        4. APPROVED EXHIBITS. The following exhibits to the Agreement are
attached to this Amendment and are approved by the parties for incorporation
into the Agreement: Exhibit D (Form of Supplemental Declaration of Covenants,
Conditions and Restrictions); Exhibit E (Schedule of Contracts); Exhibit G (Site
Plan); Exhibit I (Seller's Standard Work Letter); Exhibit J (Hypothetical
Examples of Rent Subsidy Calculations); Exhibit K (Form of Rental Subsidy
Agreement); Schedule 9 (Approved New Tenant Prospects) and Schedule 5
(Disclosure Schedule).

        5. CLOSE OF ESCROW. Purchaser shall have the right to accelerate both
the Power/Promotional Center Closing Date and the Community Center/Triangle
Closing Date to a date in May 1998, provided that Purchaser gives Seller at
least thirty (30) days advance notice of the accelerated date of the Closings.
If the Purchaser does not elect to accelerate both of the Closing Dates pursuant
to this paragraph 5, the Power/Promotional Center Closing Date and Community
Center/Triangle Closing Date shall be governed by the Agreement.


                                       -2-

<PAGE>   67

        6. PUNCHLIST. Seller and Purchaser shall schedule a walk through
inspection of the applicable Property between thirty(30) and forty-five (45)
days prior to the applicable Closing Date and shall mutually agree upon a
punchlist of items that need to be corrected such as contractor warranty work.
Completion of the punchlist items shall not be a condition precedent to the
applicable Closing. Seller shall cause the punchlist items to be completed as
soon as possible. After the applicable Closing Date, Seller and Purchaser shall
also schedule walk through inspections of New Space under construction from time
to time and shall compile a list of mutually acceptable punchlist items for any
such New Space as such New Space is completed. Seller shall cause the punchlist
items to be completed as soon as possible. Seller and Purchaser shall cooperate
with each other and shall cause Seller's property manager and Purchaser's
property manager to cooperate with each other and Seller and Purchaser in
completing the punchlist items and in enforcing contractor and manufacturer
warranties.

        7. NEW LEASES. Prior to expiration or Purchaser's waiver of the
financing contingency set forth in paragraph 3 above, Seller shall have the
right to enter into New Leases with the New Tenants Prospects set forth on
Schedule 9. Purchaser and his lender shall have the right to review any such New
Leases that Seller has entered into prior to expiration or Purchaser's waiver of
the financing contingency set forth in paragraph 3 above. After expiration or
Purchaser's waiver of the financing contingency, (a) Seller shall not enter into
a New Lease without Purchaser's consent, which shall not be unreasonably
withheld, conditioned or delayed, and (b) Purchaser's approval of any such New
Leases shall be governed by the Agreement.

        8. AMENDMENT TO EXISTING LEASES. Seller shall have the right to enter
into technical amendments to Existing Leases to correct minor discrepancies in
leasable area, to conform rent commencement dates and to make corresponding
minor adjustments in rent. If the technical amendments result in an aggregate
reduction in rent under any such Existing Leases that are amended so that the
aggregate rent under all such Existing Leases is less than the Pro Forma Rent
for such space, the aggregate amount of the difference between the amended rent
under all such amended Existing Leases and the Pro Forma Rent for such space
after the applicable Closing Date shall be included in Seller's Subsidy
obligation under the Rent Subsidy Agreement and the form of Rent Subsidy
Agreement shall be revised accordingly.

        9. ASSIGNMENT OF REA. Seller shall assign its right as Declarant under
the Declaration of Restrictions and Grant of Easements dated as of September 6,
1994 and recorded on October 12, 1994 as Instrument No. 94-1859477 in the Los
Angeles County Recorder's Office (the "REA") to the permitted entity ("Valencia
Marketplace I, LLC") designated by Purchaser on the Community Center/Triangle
Closing Date and Valencia Marketplace I, LLC shall assume the obligations of
Seller as Declarant under the REA on the Community Center/Triange Closing Date.
If any "Required Owner" under the REA objects to Valencia Marketplace I LLC's
assumption of the duties of the Declarant and Operator under the REA, Seller,
Purchaser and Newhall Management Corporation shall cooperate with each other to
satisfy any objection of any Required Owner. If requested by Purchaser, Seller
and Newhall Management Corporation will designate DSB Properties, Inc. as the
Operator under the REA on the Community Center/Triangle Closing Date. Purchaser
shall not amend or agree to an amendment of the REA after the applicable Closing
Date without obtaining the prior written consent of Declarant which shall not be
unreasonably withheld, conditioned or delayed.


                                       -3-

<PAGE>   68

        10. NONIMPAIRMENT. Except as provided in this Amendment, the Agreement
is unchanged and shall remain in full force and effect, binding upon the parties
in accordance with its terms.

        11. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Amendment may be
executed in counterparts, each of which shall be deemed to be a part of an
original, and all of which together shall constitute one and the same agreement.
Delivery of an executed counterpart of this Amendment by telefacsimile shall be
equally as effective as manual delivery of an executed counterpart of this
Amendment. Any party delivering an executed counterpart of this Amendment by
telefacsimile also shall manually deliver an executed counterpart of this
Amendment, but the failure to manually deliver an executed counterpart shall not
affect the validity, enforceability, and binding effect of this Amendment.

        IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized representatives as of the day and year first
above written.

"Mevorach":                        "Newhall":                                
                                                                             
SAMUEL S. MEVORACH                 THE NEWHALL LAND AND FARMING              
                                   COMPANY (A California Limited Partnership)
                                                                             
By:                                By: NEWHALL MANAGEMENT LIMITED              
   ----------------------------
                                       PARTNERSHIP, A California Limited       
                                       Partnership                             
                                       Its:   Managing General Partner         
                                                                               
                                       By:    NEWHALL MANAGEMENT               
                                              CORPORATION, A California        
                                              Corporation                      
                                              Its:   Managing General Partner  
                                                                               
                                              By:  /s/ [SIG]
                                                 ------------------------------
                                                                               
                                                     Its: Senior Vice President
                                                         ----------------------
                                                                               
                                              By:  /s/ [SIG]
                                                 ------------------------------
                                                                               
                                                     Its: Assistant Secretary
                                                         ----------------------

                                       -4-

<PAGE>   69

        10. NONIMPAIRMENT. Except as provided in this Amendment, the Agreement
is unchanged and shall remain in full force and effect, binding upon the parties
in accordance with its terms.

        11. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Amendment may be
executed in counterparts, each of which shall be deemed to be a part of an
original, and all of which together shall constitute one and the same agreement.
Delivery of an executed counterpart of this Amendment by telefacsimile shall be
equally as effective as manual delivery of an executed counterpart of this
Amendment. Any party delivering an executed counterpart of this Amendment by
telefacsimile also shall manually deliver an executed counterpart of this
Amendment, but the failure to manually deliver an executed counterpart shall not
affect the validity, enforceability, and binding effect of this Amendment.

        IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized representatives as of the day and year first
above written.

"Mevorach":                        "Newhall":                                
                                                                             
SAMUEL S. MEVORACH                 THE NEWHALL LAND AND FARMING              
                                   COMPANY (A California Limited Partnership)
                                                                             
By: /s/ SAMUEL S. MEVORACH         By: NEWHALL MANAGEMENT LIMITED              
   ----------------------------
                                       PARTNERSHIP, A California Limited       
                                       Partnership                             
                                       Its:   Managing General Partner         
                                                                               
                                       By:    NEWHALL MANAGEMENT               
                                              CORPORATION, A California        
                                              Corporation                      
                                              Its:   Managing General Partner  
                                                                               
                                              By:                              
                                                 ------------------------------
                                                                               
                                                     Its:                      
                                                         ----------------------
                                                                               
                                              By:                              
                                                 ------------------------------
                                                                               
                                                     Its:                      
                                                         ----------------------

                                       -4-

<PAGE>   70

                 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT


        THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Second
Amendment") is dated as of February 27, 1998, and is entered into by and between
THE NEWHALL LAND AND FARMING COMPANY (A California Limited Partnership)
("Seller") and SAMUEL S. MEVORACH ("Purchaser"), with reference and respect to
the following facts and circumstances:

        A. Newhall and Mevorach made and entered into that certain Purchase and
Sale Agreement dated as of January 7, 1998, and amended by the First Amendment
to Purchase and Sale Agreement dated as of February 17, 1998 (collectively, the
"Agreement") with respect to those certain parcels of real property located in
the County of Los Angeles, State of California and more particularly described
in the Agreement (the "Property") and commonly referred to as Valencia
Marketplace.

        B. The parties desire to amend, modify and change the Agreement as
provided in this Second Amendment.

        NOW, THEREFORE, in consideration of the promises, covenants, and
agreements, set forth in this Second Amendment and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by both
parties, the parties agree as follows:

        1. DEFINITIONS. Defined terms are indicated in this Second Amendment by
initial capital letters. Except as specifically provided otherwise in this
Second Amendment, defined terms shall have the same meaning in this Second
Amendment as they do in the Agreement.

        2. REIMBURSEMENT OF LENDER FEES. If Seller elects, pursuant to clause
9(a)(i)(A) of the Agreement, to provide Purchaser with a credit against the
applicable Purchase Price upon the Community Center/Triangle Closing Date with
respect to any New Leases that provide for payment of rent at less than
Pro-Forma Rent, or if Seller elects, pursuant to Section 9(a)(ii) of the
Agreement, to pay the Rental Subsidy Agreement termination fee to Purchaser
(including paying Purchaser for certain spaces not yet producing income), and,
if Purchaser actually incurs out-of-pocket costs or expenses as a result of
Purchaser's lender imposing on Purchaser a prepayment penalty, defeasance fee,
"rate lock" breakage fee, or other similar fee, that is directly attributable to
the amount Seller has elected to credit or pay Purchaser, then Seller shall
promptly reimburse Purchaser for such actual out-of-pocket costs and expenses
imposed by the Purchaser's Lender. Purchaser shall provide Seller with at least
three (3) business days notice prior to executing any "rate-lock", "hedge" or
other similar "interest-rate protection" agreement ("Rate-Lock Agreement").
Purchaser shall provide Seller with copies of any Rate-Lock Agreement,
defeasance or prepayment penalty provision in such loan documents. Purchaser
shall exercise its best efforts to negotiate commercially reasonable
"yield-maintenance" provisions in the loan documents.

        3. REDEMISING SPACES. In consideration for Seller's reimbursement
obligations pursuant to Section 2 above, Purchaser agrees that if a tenant under
an Existing Lease for spaces


                                       -1-

<PAGE>   71

Y and A-2 as shown on the Site Plan, that has not yet commenced paying rent,
defaults and such space becomes available for lease, Seller shall have the right
to redemise each such space into up to three (3) separately demised premises,
provided each separately demised premises within such spaces are not less than
1,000 leasable square feet. If Seller redemises any Major Tenant space
(including Major Tenant Space G or O) it shall not affect the duration of
Seller's Rent Subsidy Obligation with respect to any such space.

        4. NONIMPAIRMENT. Except as provided in this Second Amendment, the
Agreement is unchanged and shall remain in full force and effect and shall be
binding upon the parties in accordance with its terms.

        5. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Second Amendment may be
executed in counterparts, each of which shall be deemed to be a part of an
original, and all of which together shall constitute one and the same agreement.
Delivery of an executed counterpart of this Second Amendment by telefacsimile
shall be equally as effective as manual delivery of an executed counterpart of
this Second Amendment. Any party delivering an executed counterpart of this
Second Amendment by telefacsimile also shall manually deliver an executed
counterpart of this Second Amendment, but the failure to manually deliver an
executed counterpart shall not affect the validity, enforceability, and binding
effect of this Second Amendment.

        IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
executed by their duly authorized representatives as of the day and year first
above written.

"Mevorach":                        "Newhall":                                
                                                                             
SAMUEL S. MEVORACH                 THE NEWHALL LAND AND FARMING              
                                   COMPANY (A California Limited Partnership)
                                                                             
By:                                By: NEWHALL MANAGEMENT LIMITED              
   ----------------------------
                                       PARTNERSHIP, A California Limited       
                                       Partnership                             
                                       Its:   Managing General Partner
                                                                               
                                       By:    NEWHALL MANAGEMENT
                                              CORPORATION, A California
                                              Corporation
                                              Its:   Managing General Partner
                                                                               
                                              By: /s/ [SIG]
                                                 ------------------------------
                                                                               
                                                     Its: Senior Vice President
                                                         ----------------------
                                                                               
                                              By: /s/ [SIG]
                                                 ------------------------------
                                                     Its: Assistant Secretary
                                                         ----------------------
                                       -2-

<PAGE>   72

                 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT


        THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Third Amendment")
is dated as of March 9, 1998, and is entered into by and between THE NEWHALL
LAND AND FARMING COMPANY (A California Limited Partnership) ("Seller") and
SAMUEL S. MEVORACH ("Purchaser"), with reference and respect to the following
facts and circumstances:

        A. Newhall and Mevorach made and entered into that certain Purchase and
Sale Agreement dated as of January 7, 1998, and amended by the First Amendment
to Purchase and Sale Agreement dated as of February 17, 1998, as further amended
by the Second Amendment to Purchase and Sale Agreement dated as of February 27,
1998 (collectively, the "Agreement") with respect to those certain parcels of
real property located in the County of Los Angeles, State of California and more
particularly described in the Agreement (the "Property") and commonly referred
to as Valencia Marketplace.

        B. The parties desire to amend, modify and change the Agreement as
provided in this Third Amendment.

        NOW, THEREFORE, in consideration of the promises, covenants, and
agreements, set forth in this Third Amendment and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by both
parties, the parties agree as follows:

        1. DEFINITIONS. Defined terms are indicated in this Third Amendment by
initial capital letters. Except as specifically provided otherwise in this Third
Amendment, defined terms shall have the same meaning in this Third Amendment as
they do in the Agreement.

        2. FINANCING CONTINGENCY. In order to extend the expiration of Buyer's
financing contingency, Section 3 of the First Amendment to Purchase and Sale
Agreement dated as of February 17, 1998, is hereby modified such that all
references to "March 10, 1998" shall be replaced with "March 12, 1998". In order
to extend the date when Escrow Holder shall disburse the Deposit to Seller,
Section 3 of the First Amendment to Purchase and Sale Agreement dated as of
February 17, 1998, is hereby modified such that all references to "March 11,
1998" shall be replaced with "March 13, 1998". Buyer acknowledges that the
$300,000 portion of the Deposit that was released to Seller on February 27,
1998, is non-refundable consideration to compensate Seller for extending Buyer's
financing contingency.

        3. NONIMPAIRMENT. Except as provided in this Third Amendment, the
Agreement is unchanged and shall remain in full force and effect and shall be
binding upon the parties in accordance with its terms.

        4. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Third Amendment may be
executed in counterparts, each of which shall be deemed to be a part of an
original, and all of which together shall constitute one and the same agreement.
Delivery of an executed counterpart of this Third Amendment by telefacsimile
shall be equally as effective as manual delivery of an


                                       -1-

<PAGE>   73


executed counterpart of this Third Amendment. Any party delivering an executed
counterpart of this Third Amendment by telefacsimile also shall manually deliver
an executed counterpart of this Third Amendment, but the failure to manually
deliver an executed counterpart shall not affect the validity, enforceability,
and binding effect of this Third Amendment.

        IN WITNESS WHEREOF, the parties have caused this Third Amendment to be
executed by their duly authorized representatives as of the day and year first
above written.

"Mevorach":                        "Newhall":                                
                                                                             
SAMUEL S. MEVORACH                 THE NEWHALL LAND AND FARMING              
                                   COMPANY (A California Limited Partnership)
                                                                             
By:                                By: NEWHALL MANAGEMENT LIMITED              
   ----------------------------
                                       PARTNERSHIP, A California Limited       
                                       Partnership                             
                                       Its:   Managing General Partner         
                                                                               
                                       By:    NEWHALL MANAGEMENT               
                                              CORPORATION, A California        
                                              Corporation                      
                                              Its:   Managing General Partner  
                                                                               
                                              By: /s/ [SIG]                   
                                                 ------------------------------
                                                                               
                                                     Its: Senior Vice President
                                                         ----------------------
                                                                               
                                              By: /s/ [SIG]
                                                 ------------------------------
                                                     Its: Assistant Secretary
                                                         ----------------------
                                       -2-

<PAGE>   74
executed counterpart of this Third Amendment. Any party delivering an executed
counterpart of this Third Amendment by telefacsimile also shall manually deliver
an executed counterpart of this Third Amendment, but the failure to manually
deliver an executed counterpart shall not affect the validity, enforceability,
and binding effect of this Third Amendment.

        IN WITNESS WHEREOF, the parties have caused this Third Amendment to be
executed by their duly authorized representatives as of the day and year first
above written.

"Mevorach":                        "Newhall":                                
                                                                             
SAMUEL S. MEVORACH                 THE NEWHALL LAND AND FARMING              
                                   COMPANY (A California Limited Partnership)
                                                                             
By:/s/ [SIG]                       By: NEWHALL MANAGEMENT LIMITED              
   ----------------------------
                                       PARTNERSHIP, A California Limited       
                                       Partnership                             
                                       Its:   Managing General Partner         
                                                                               
                                       By:    NEWHALL MANAGEMENT               
                                              CORPORATION, A California        
                                              Corporation                      
                                              Its:   Managing General Partner  

                                              By:
                                                 ------------------------------
                                                                               
                                                     Its:
                                                         ----------------------
                                                                               
                                              By:
                                                 ------------------------------
                                                     Its:
                                                         ----------------------
                                       -2-

<PAGE>   75

                 FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT


        THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Fourth
Amendment") is dated as of March 12, 1998, and is entered into by and between
THE NEWHALL LAND AND FARMING COMPANY (A California Limited Partnership)
("Seller") and SAMUEL S. MEVORACH ("Purchaser"), with reference and respect to
the following facts and circumstances:

        A. Seller and Purchaser made and entered into that certain Purchase and
Sale Agreement dated as of January 7, 1998 (the "Original Agreement"), and
amended by the First Amendment to Purchase and Sale Agreement dated as of
February 17, 1998, and as further amended by the Second Amendment to Purchase
and Sale Agreement dated as of February 27, 1998, and as further amended by the
Third Amendment to Purchase and Sale Agreement dated as of March 9, 1998
(collectively, the "Agreement") with respect to those certain parcels of real
property located in the County of Los Angeles, State of California and more
particularly described in the Agreement (the "Property") and commonly referred
to as Valencia Marketplace.

        B. The parties desire to amend, modify and change the Agreement as
provided in this Fourth Amendment.

        NOW, THEREFORE, in consideration of the promises, covenants, and
agreements, set forth in this Fourth Amendment and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by both
parties, the parties agree as follows:

        1. DEFINITIONS. Defined terms are indicated in this Fourth Amendment by
initial capital letters. Except as specifically provided otherwise in this
Fourth Amendment, defined terms shall have the same meaning in this Fourth
Amendment as they do in the Agreement.

        2. FINANCING CONTINGENCY. Purchaser hereby acknowledges that the
financing contingency has been satisfied and Purchaser waives any right to
terminate Escrow or the Agreement for a failure to satisfy the financing
contingency as set forth in Section 3 of the First Amendment to Purchase and
Sale Agreement dated as of February 17, 1998, as amended by the Third Amendment
to the Purchase and Sale Agreement dated as of March 9, 1998. Pursuant to the
Agreement, Purchaser hereby irrevocably authorizes and instructs Escrow Holder
to disburse the balance of the Deposit in the amount of $5,300,000 to Seller or
before March 13, 1998 in accordance with the wire transfer instructions of
Seller.

        3. RENTAL SUBSIDY AGREEMENT. The form of Rental Subsidy Agreement
approved by the parties as set forth in Section 4 of the First Amendment to
Purchase and Sale Agreement dated as of February 17, 1998, is hereby deleted in
its entirety and replaced by the Amended and Restated Rental Subsidy Agreement
(the "Amended and Restated Rental Subsidy Agreement") attached to this Fourth
Amendment as Exhibit "A" and incorporated into this Fourth Amendment by this
reference. In addition to entering into the Amended and Restated Rental Subsidy
Agreement as a condition to closing, Seller and Purchaser will enter into
separate Amended and Restated Rental Subsidy Agreements on June 30, 1999, or
such earlier date as


                                       -1-

<PAGE>   76
may be requested by Purchaser's Lender, for the Community Center/Triangle and
Power/Promotional Center if required under Section 7 of this Fourth Amendment.
Each such separate Amended and Restated Rental Subsidy Agreement shall be
revised so that it only applies to Space, Leases, construction budget for
unbuilt space, security agreement for construction escrow account, and Optional
Termination Payment with respect to only the Community Center/Triangle in one
agreement and only the Power/Promotional Center in the other agreement. Seller
and Purchaser hereby approve the Amended and Restated Project Pro-Forma which is
attached as Exhibit C to the Amended and Restated Rental Subsidy Agreement and
the Amended and Restated Site Plan attached as Exhibit B to the Amended and
Restated Rental Subsidy Agreement. The Amended and Restated Project Pro-Forma
amends, restates and supersedes in its entirety the Project Pro-Forma attached
as Exhibit H to the Original Agreement. The Amended and Restated Site Plan
amends, restates and supersedes in its entirety the Site Plan that is attached
as Exhibit G to the Original Agreement.

        4. PURCHASE PRICE ADJUSTMENT. The Purchase Price of the Property is
hereby amended and reduced to $110,750,000. The Power/Promotional Center
Purchase Price is hereby amended and reduced to $71,250,000 and the Community
Center/Triangle Purchase Price is hereby amended and reduced to $39,500,000.

        5. CLOSE OF ESCROW. The Community Center/Triangle Closing and the Power/
Promotional Center Closing shall both occur simultaneously, on or before July 31
1998, and shall hereafter be referred to as the Closing. The Purchaser shall
have the right to accelerate the Closing to an earlier date, provided Purchaser
gives Seller at least fifteen (15) days advance written notice of the
accelerated Closing. The Closing Date shall mean the date on which the
Power/Promotional Center Closing and Community Center/Triangle Closing occurs,
which shall be on or before July 31, 1998. All references in the Agreement to
the Community Center/Triangle Closing Date and Power/Promotional Center Closing
Date shall mean the Closing Date.

        6. REA OPERATOR DESIGNATION. If requested by Purchaser, Seller and
Newhall Management Corporation will designate Valencia Marketplace I, LLC or
Valencia Marketplace II, LLC as the Operator under the REA (as defined in the
First Amendment to Purchase and Sale Agreement dated as of February 17, 1998);
provided Valencia Marketplace I, LLC or Valencia Marketplace II, LLC, acquires
title to the Power/Promotional Center Property or Community Center/Triangle
Property, as applicable, and is assigned Seller's right and assumes Seller's
obligations as Declarant under the REA and assumes all of the obligations of
Newhall Management Corporation as Operator under the REA.

        7. RENT SUBSIDY CREDITS. Purchaser shall reimburse and provide Seller
with a credit for the amount that the aggregate, annualized rent that is paid
under New Leases and Post-Closing Leases in excess of the aggregate annualized
Pro-Forma Rent under the Amended and Restated Rental Subsidy Agreement for Space
in either the Power/Promotional Center or Community Center/Triangle against
Seller's remaining Subsidy payment obligation under the other Amended and
Restated Rental Subsidy Agreement for Space in the other property, subject to
the limitations set forth in Section 2.2 of the Amended and Restated Rental
Subsidy Agreement, notwithstanding the fact that Seller will enter into separate
Amended and Restated


                                       -2-

<PAGE>   77

Rent Subsidy Agreements for the Power/Promotional Center and Community
Center/Triangle on June 30, 1999 (or such earlier date as may be requested by
Purchaser's Lender) for any unleased space in the Power/Promotional Center and
Community Center/Triangle, as applicable, if the aggregate, annualized rent then
being paid by Tenants under Leases is less than the aggregate annualized
Pro-Forma Rent for Space that is then subject to the Amended and Restated Rent
Subsidy Agreement (provided that Tenants under New Leases and Post-Closing
Leases for which Seller makes a Mandatory Termination Payment (as defined in the
Amended and Restated Rent Subsidy Agreement) to Purchaser on June 30, 1999 shall
be deemed to be paying Pro-Forma Rent for any such Space).

               8. MAJOR LEASES. Notwithstanding anything to the contrary
contained in the Original Agreement, Purchaser shall have ten (10) (as opposed
to five (5)) business days to review and approve New Leases and Post-Closing
Leases for Major Tenant Space, which approval shall not be unreasonably
withheld, conditioned or delayed. Except for increasing the time period for
reviewing and approving New Leases and Post-Closing Leases with respect to any
Major Tenant Spaces, all other provisions of the Agreement applicable to
Purchaser's approval of New Leases and Post-Closing Leases shall remain in
effect.

               9. UNWIND FEE. If Seller pays any Unwind Fee directly
attributable to any Mandatory Termination Payment (as defined in the Amended and
Restated Rental Subsidy Agreement) that Seller pays to Purchaser under the
Amended and Restated Rental Subsidy Agreement with respect to Cap-Out Space,
Seller shall have the right to recover and Purchaser shall reimburse Seller the
amount of any such Unwind Fee from payments of percentage rent under Leases,
that accrue prior to October 31, 2000, to the extent Seller has not applied any
such percentage rent as a credit against Seller's remaining Subsidy payment
obligations under the Amended and Restated Rental Subsidy Agreement.

               10. NONIMPAIRMENT. Except as provided in this Fourth Amendment
and the Amended and Restated Rental Subsidy Agreement, the Agreement is
unchanged and shall remain in full force and effect and shall be binding upon
the parties in accordance with its terms. In the event of a conflict between the
Original Agreement and this Fourth Amendment and the Amended and Restated Rental
Subsidy Agreement, this Fourth Amendment and the Amended and Restated Rental
Subsidy Agreement shall prevail.

               11. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Fourth Amendment
may be executed in counterparts, each of which shall be deemed to be a part of
an original, and all of which together shall constitute one and the same
agreement. Delivery of an executed counterpart of this Fourth Amendment by
telefacsimile shall be equally as effective as manual delivery of an executed
counterpart of this Fourth Amendment. Any party delivering an executed
counterpart of this Fourth Amendment by telefacsimile also shall manually
deliver an executed counterpart of this Fourth Amendment, but the failure to
manually deliver an executed counterpart shall not affect the validity,
enforceability, and binding effect of this Fourth Amendment.


                                       -3-

<PAGE>   78

        IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to be
executed by their duly authorized representatives as of the day and year first
above written.

"Purchaser":                     "Seller":                                      
                                                                                
SAMUEL S. MEVORACH               THE NEWHALL LAND AND FARMING                   
                                 COMPANY (A California Limited Partnership)     
                                                                                
By: /s/ SAMUEL S. MEVORACH       By:     NEWHALL MANAGEMENT LIMITED             
    -------------------------             
                                         PARTNERSHIP, A California Limited      
                                         Partnership                            
                                         Its:   Managing General Partner        
                                                                                
                                         By:    NEWHALL MANAGEMENT              
                                                CORPORATION, A California       
                                                Corporation                     
                                                Its:   Managing General Partner 
                                                                                
                                                By: /s/ [SIG]
                                                   ---------------------------- 
                                                                                
                                                   Its: Senior Vice President
                                                       -------------------------
                                                                                
                                                By: /s/ [SIG]
                                                   ---------------------------- 
                                                                                
                                                   Its: Assistant Secretary
                                                       -------------------------
                                                                                
                                     -4-

<PAGE>   79


                                   EXHIBIT "A"

                  (Amended and Restated Rent Subsidy Agreement)








                                   Exhibit "A"

<PAGE>   80


                  AMENDED AND RESTATED RENTAL SUBSIDY AGREEMENT
                             (VALENCIA MARKETPLACE)



                                 By and Between



                      The Newhall Land and Farming Company
                       (A California Limited Partnership),



                                       and



          [Valencia Marketplace I, LLC] [Valencia Marketplace II, LLC],
                     a California Limited Liability Company




                       Dated as of ____________ ____, 1998






<PAGE>   81

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----

<S>           <C>                                                                          <C>
ARTICLE 1     DESCRIPTION OF CENTER........................................................  1
        1.1    Center......................................................................  1
        1.2    Spaces......................................................................  2
        1.3    Common Area.................................................................  2

ARTICLE 2     SUBSIDY......................................................................  2
        2.1    Monthly Subsidy.............................................................  2
        2.2    Subsidy Reduction...........................................................  3
        2.3    Subsidy Reduction Amendment.................................................  4
        2.4    Mandatory Termination Payment...............................................  5

ARTICLE 3     POST-CLOSING LEASES..........................................................  6
        3.1    Marketing of Post-Closing Leases............................................  6
        3.2    Negotiation and Approval of Post-Closing Leases.............................  7
        3.3    Non-disturbance Agreements..................................................  8
        3.4    Failure to Execute..........................................................  9
        3.5    Delay in Execution..........................................................  9
        3.6    Nonliability of Newhall.....................................................  9

ARTICLE 4     TERM.........................................................................  9
        4.1    Term of Subsidy.............................................................  9
        4.2    Termination of Agreement.................................................... 10
               A.     Achievement of Pro-Forma Rent........................................ 10
               B.     Optional Termination Payment......................................... 10

ARTICLE 5     LICENSE TO ACCESS THE CENTER................................................. 11
        5.1    License..................................................................... 11
        5.2    Compliance with Laws; Nuisance.............................................. 12
        5.3    Construction Completion..................................................... 12

ARTICLE 6     COMMON AREA EXPENSES......................................................... 15
        6.1    Owner's Maintenance and Repair Obligations.................................. 15
        6.2    Common Area Operating Expenses.............................................. 16
        6.3    Payment of Pro Rata Share................................................... 16
        6.4    Newhall's Pro Rata Share.................................................... 16
        6.5    Contest..................................................................... 16
        6.6    Prorations.................................................................. 17
               A.     Common Area Expenses................................................. 17
               B.     Common Area Expense Reconciliations and Adjustments.................. 17
               C.     Taxes and Assessments................................................ 18

ARTICLE 7     UTILITIES.................................................................... 18

</TABLE>

                                       -i-

<PAGE>   82

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----

<S>           <C>                                                                          <C>
ARTICLE 8     INSURANCE.................................................................... 18
        8.1    Public Liability Insurance.................................................. 18
        8.2    Property and Extended Coverage Insurance.................................... 19
        8.3    General..................................................................... 19
        8.4    Waiver of Subrogation....................................................... 19

ARTICLE 9     TITLE TO IMPROVEMENTS........................................................ 19

ARTICLE 10     DAMAGE AND DESTRUCTION...................................................... 20

ARTICLE 11     EMINENT DOMAIN.............................................................. 20
        11.1   Total Taking................................................................ 20
        11.2   Partial Taking.............................................................. 20
        11.3   Award....................................................................... 21

ARTICLE 12     DEFAULTS AND REMEDIES....................................................... 21
        12.1   Newhall's Default........................................................... 21
               A.     Failure to Make Payment.............................................. 21
               B.     Failure to Perform Other Covenants................................... 21
        12.2   Owner's Remedies............................................................ 21
               A.     Continue Effect of Subsidy Agreement................................. 21
               B.     Damages.............................................................. 21
        12.3   Owner's Default............................................................. 22
        12.4   Newhall's Remedies.......................................................... 22
        12.5   Remedies - Generally........................................................ 22
               A.     Cumulative Remedies.................................................. 22
               B.     Expedited Arbitration................................................ 22
               C.     Stipulations for Remedies in Equity.................................. 22

ARTICLE 13     SUBORDINATION AND ATTORNMENT................................................ 23
        13.1   Subordination............................................................... 23
        13.2   Attornment.................................................................. 23

ARTICLE 14     FORCE MAJEURE............................................................... 23

ARTICLE 15     NOTICES..................................................................... 24

ARTICLE 16     AUTHORITY................................................................... 25

ARTICLE 17     MISCELLANEOUS............................................................... 25

ARTICLE 18     ARBITRATION................................................................. 27
</TABLE>

                                      -ii-

<PAGE>   83

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----

<S>           <C>                                                                          <C>

ARTICLE 19     EXPEDITED ARBITRATION....................................................... 28

</TABLE>


EXHIBITS LIST

A-1     LEGAL DESCRIPTION OF VALENCIA MARKETPLACE
A-2     LEGAL DESCRIPTION OF POWER/PROMOTIONAL CENTER
A-3     LEGAL DESCRIPTION OF COMMUNITY CENTER/TRIANGLE
B       SITE PLAN
C       PRO-FORMA
D-1     FORM OF SUBSIDY REDUCTION AMENDMENT (New Leases and Post-Closing
        Leases)
D-2     FORM OF SUBSIDY REDUCTION AMENDMENT (General)
E       STANDARD IMPROVEMENTS
F       INTENTIONALLY OMITTED


                                     -iii-



<PAGE>   84

                  AMENDED AND RESTATED RENTAL SUBSIDY AGREEMENT



               THIS AMENDED AND RESTATED RENTAL SUBSIDY AGREEMENT
("Agreement") is dated as of this ____ day of _____________, 1998, and is
entered into by and between THE NEWHALL LAND AND FARMING COMPANY (A California
Limited Partnership), hereinafter referred to as "Newhall", and [VALENCIA
MARKETPLACE I, LLC] [VALENCIA MARKETPLACE II, LLC], a California Limited
Liability Company, hereinafter referred to as "Owner".


                                    RECITALS

               A. Newhall and Samuel S. Mevorach ("Mevorach") entered into that
certain Purchase and Sale Agreement dated as of January 7, 1998 (together with
all amendments thereto, collectively the "Purchase Agreement") with respect to
that certain shopping center commonly referred to as Valencia Marketplace and
located on parcels of real property in the County of Los Angeles, State of
California and more particularly described on Exhibit A-1. Newhall is the Seller
and Mevorach is the Purchaser under the Purchase Agreement. Mevorach's interest
under the Purchase Agreement was assigned to Owner and Mevorach's duties under
the Purchase Agreement were assumed by Owner.

               B. Capitalized terms utilized in this Agreement shall have the
same meaning as they do in the Purchase Agreement, unless otherwise indicated in
this Agreement.

               C. The parties desire to enter into this Agreement pursuant to
Section 3 of the Fourth Amendment to the Purchase and Sale Agreement dated as of
March 12, 1998, and Paragraph 9(a) of the Purchase Agreement, with regard to
certain leasable areas within the applicable Property that are not yet producing
rental income at the time Owner becomes the owner of the applicable Property.

               NOW, THEREFORE, for good and valuable consideration, the
sufficiency of which are hereby acknowledged by both parties, Owner and Newhall
hereby agree as follows:


                                    ARTICLE 1
                              DESCRIPTION OF CENTER

               1.1 CENTER. The "Center" or "Valencia Marketplace" refers to that
certain real property located in the unincorporated community of Valencia,
County of Los Angeles, State of California, and legally described on Exhibit A-1
attached hereto. The Center consists of approximately 44.25 acres of land
improved with a value-oriented, shopping center ("Power/Promotional Center")
containing approximately 528,456 square feet of leasable space, which is more
particularly described on Exhibit A-2 attached hereto, and approximately 31.63
acres of land improved with a community shopping center ("Community
Center/Triangle")

                                       1.

<PAGE>   85

containing approximately 193,508 square feet of leasable space, which is more
particularly described on Exhibit A-3 attached hereto. The term Center includes
both the land and the improvements (as shown on the Amended and Restated Site
Plan, "Site Plan" on attached Exhibit B), and the Common Area (as defined
hereunder) located in Valencia Marketplace, the Power/Promotional Center or the
Community Center/Triangle, as the context requires.

               1.2 SPACES. Concurrently with the execution of this Agreement,
all of the leasable area ("Spaces") within the Center shall be listed and
particularly described in the Amended and Restated Project Pro-Forma
("Pro-Forma") attached hereto as Exhibit C. The Pro-Forma shall specify for each
Space: (i) whether it is subject to an "Existing Lease", "New Lease", or future
"Post-Closing Lease"; (ii) whether it is "In-line Shop", "Pad", or "Major
Tenant" Space; (iii) the maximum period of time ("Term") that the Subsidy (as
defined below) may remain in effect for such Space; (iv) the remaining
construction budget applicable to such Space if construction has not been
completed as of the Closing Date; (v) the "Pro-Forma Rent" for Space that will
be subject to future Post-Closing Leases and the "Contract Rent" and Pro-Forma
Rent for Space subject to New Leases and Existing Leases; and (vi) the location
of the Space on the Site Plan.

               1.3 COMMON AREA. The term "Common Area" means (i) the entire area
within the Center, excluding the Spaces in the Center and (ii) other areas which
service the Center for the common use or benefit of Owner, Newhall, tenants in
the Center, and any customers, invitees, officers, agents, and employees of the
Center.


                                    ARTICLE 2
                                     SUBSIDY

               2.1 MONTHLY SUBSIDY. Subject to reductions pursuant to the terms
of this Agreement, Newhall shall pay Owner on a monthly basis, an amount equal
to the aggregate sum of the following: (i) with respect to Space subject to an
Existing Lease or New Lease that has not commenced paying rent as of the Closing
Date, an amount equal to the monthly Pro-Forma Rent for such Space until the
date the tenant is obligated to pay rent under any such Existing Lease or New
Lease; (ii) with respect to Space subject to a New Lease or Post-Closing Lease
for which rent has commenced at a rental rate less than the monthly Pro-Forma
Rent for such Space, an amount equal to the difference between the Pro-Forma
Rent for such Space and the rent that the tenant is obligated to pay for such
Space under any such New Lease or Post-Closing Lease until such time as
Newhall's obligation for such Space has terminated or been reduced to zero under
this Agreement (which may occur by Newhall's election to apply rent in excess of
Pro-Forma Rent from one Space to reduce its obligation to zero for other Space
under this Agreement); (iii) with respect to Spaces that are being marketed for
Post-Closing Leases, an amount equal to the monthly Pro-Forma Rent for any such
Spaces as set forth in the Pro-Forma until the earlier of the date the tenant is
obligated to pay rent for any such Space or the date Newhall's obligation for
such Space has been terminated or been reduced to zero under this Agreement;
(iv) the difference between the actual monthly rent payable under the Vons'
Existing Lease with Newhall and the Pro-Forma Rent for the Vons' Space until the
earlier of October 31, 2000 or the date the actual rent payable under the Vons'
Existing Lease plus any credits for

                                       2.

<PAGE>   86

excess rent payments that Newhall has elected to apply to the Vons' Space in
accordance with this Agreement is increased to the same or greater rental as
specified for the Vons' Space in the Pro-Forma; and (v) Newhall's Pro-Rata Share
of Common Area Expenses as determined in accordance with Article 6 of this
Agreement subject to reduction under the terms of this Agreement (collectively,
the "Subsidy"). Newhall shall pay the Subsidy to Owner in advance on or before
the first Business Day of each month until expiration, termination or reduction
of the Subsidy to zero pursuant to the provisions of this Agreement. The Subsidy
payment for any partial month shall be prorated on the basis of actual days
elapsed.

               2.2 SUBSIDY REDUCTION. Newhall shall have the right to find
tenants and cause Owner to enter into leases ("Post-Closing Leases") with such
tenants for any Space designated as Post-Closing Lease Space in the Pro-Forma in
accordance with the procedures outlined in Article 3 of this Agreement. If Owner
enters into any Post-Closing Lease that has not been negotiated and approved by
Newhall, Newhall's obligation to make Subsidy payments with respect to the Space
subject to any such Post-Closing Lease shall terminate. Additionally, after the
Closing Date, payments of rent and increases in payments of rent and percentage
rent under New Leases and Post-Closing Leases and payments of percentage rent
under Existing Leases may result in reductions from time to time of Subsidy
payments. Newhall's obligation to pay the Subsidy monthly shall be reduced by
the following amounts; provided, however, if a reduction is taken in one of the
following categories, the amount of such reduction shall not be double counted
or taken again if any of the following categories overlap.

                      (i) Until October 31, 2000, the amount of increases in
        rent, including percentage rent and rent increases in minimum rent,
        under New Leases (other than New Leases for which Newhall has elected to
        provide Valencia Marketplace II, LLC with a credit against the Community
        Center/Triangle Purchase Price pursuant to Clause 9(a)(i)(A) of the
        Purchase Agreement and for New Leases for which Newhall paid a Mandatory
        Termination Payment) in excess of rent payments under any such New
        Leases that Newhall previously received credit for under this Agreement
        plus percentage rent, if any, under any Existing Lease in excess of the
        Pro-Forma aggregate, annualized rent for such Space, shall be credited
        against, thereby reducing, Newhall's Subsidy payment obligation.


                      (ii) The amount of rent payable (based upon the aggregate
        annualized rent payable at the time rent commences on a monthly basis)
        under any Lease for Space that is subject to this Agreement that
        commences payment after the Closing Date, shall be credited against,
        thereby reducing, Newhall's Subsidy payment obligation once the monthly
        payment of rent commences under any such Lease.

                      (iii) Until October 31, 2000, the amount of any percentage
        rent actually paid under an Existing Lease in excess of the Pro-Forma
        Rent for such Space, and percentage rent actually paid in excess of
        Pro-Forma Rent for such Space under any New Lease for which Newhall
        previously elected to provide Valencia Marketplace II, LLC with a credit
        against the Community Center/Triangle Purchase Price pursuant to Clause
        9(a)(i)(A) of the Purchase Agreement and until October 31, 2000,
        percentage rent actually paid in excess of Pro-Forma Rent for any
        Cap-out Space for which Newhall made a

                                       3.

<PAGE>   87


        Mandatory Termination Payment shall be credited against, thereby
        reducing, Newhall's Subsidy payment obligation.

                      (iv) Until October 31, 2000, the amount of any increases
        in annualized rent payable under a New Lease (other than under a New
        Lease for which Newhall previously elected to provide Valencia
        Marketplace II, LLC with a credit against the Community Center/Triangle
        Purchase Price pursuant to Clause 9(a)(i)(A) of the Purchase Agreement)
        or Post-Closing Lease (other than with respect to any Cap-out Space for
        which Newhall has made a Mandatory Termination Payment), in excess of
        the monthly rental rate for any such Post Closing Lease or New Lease
        that Newhall previously received credit for under this Agreement shall
        be credited against, thereby reducing, Newhall's Subsidy payment
        obligation once such increase takes effect (including percentage rent
        that is actually paid under any such New Lease and Post-Closing Lease).

                      (v) Newhall's Subsidy obligation shall be reduced by the
        amount of the Pro-Forma Rent applicable to any Space if a tenant
        terminates or refuses to execute a Post-Closing Lease as a result of
        Owner failure to execute a Post-Closing Lease for such Space in
        accordance with Sections 3.3 and 3.4 of this Agreement, or if Owner
        enters into a Post-Closing Lease that has not been negotiated and
        approved by Newhall.

                      (vi) Newhall's Subsidy obligation shall be reduced by the
        amount of delayed rent if a tenant delays paying rent under a
        Post-Closing Lease as a result of Owner's delay in executing a
        Post-Closing Lease or Owner's failure to cause or delay in causing its
        lender to execute a "Nondisturbance Agreement" for the benefit of any
        tenant under a Post-Closing Lease.

                      (vii) The amount of Pro-Forma Rent applicable to Space for
        which a tenant terminates a Post-Closing Lease as a result of Owner's
        failure to cause its lender to execute a Nondisturbance Agreement.

                      (viii) The amount of Pro-Forma Rent applicable to Space
        for which a taking (as defined in Article 11 of this Agreement) has
        occurred.

                      (ix) The amount of business interruption or rental loss
        insurance that Owner receives with respect to Space that is damaged or
        destroyed and that is subject to this Agreement.

                      (x) The amount of the difference between the Pro-Forma
        Rent and rent payable under a New Lease or Post-Closing Lease that
        Newhall has previously received a credit for under this Agreement
        applicable to Space for which Newhall makes a Mandatory Termination
        Payment pursuant to Section 2.4 of this Agreement on June 30, 1999,
        shall be credited against, thereby reducing, Newhall's Subsidy payment
        obligation.

               2.3 SUBSIDY REDUCTION AMENDMENT. Upon the request of Newhall from
time to time in connection with the execution of any Post-Closing Lease or in
connection with the occurrence of any other extraordinary event such as the
payment of the Mandatory Termination

                                       4.

<PAGE>   88
Payment, or otherwise not more than once per month following an event which
reduces Newhall's Subsidy obligations under this Agreement as to one or more
Spaces, the parties shall execute an amendment to this Agreement ("Subsidy
Reduction Amendment") in the form attached hereto as Exhibit D. The Subsidy
Reduction Amendments shall be prepared by Newhall and executed or objected to in
writing by Owner within five (5) business days after receipt. Owner shall not
unreasonably withhold, condition or delay its approval of any Subsidy Reduction
Amendment. If Owner fails to object to any such Subsidy Reduction Amendment
within the five (5) business day period, then Owner shall be deemed to have
approved the Subsidy Reduction Amendment and Newhall shall be automatically
released from all liability under this Agreement with respect to the Subsidy
reduction referred to in the Subsidy Reduction Amendment that Owner failed to
execute during any such five (5) business day period without the need for a
mutually executed amendment from the date Owner was required to execute such
Subsidy Reduction Amendment. If Owner objects to any such Subsidy Reduction
Amendment within any such five (5) business day period, Owner shall specify in
writing its reasons for objection and what changes Newhall should make in order
to obtain Owner's execution of the Subsidy Reduction Amendment. If Newhall
believes that Owner's objection to any Subsidy Reduction Amendment is
unreasonable, Newhall shall have the right to request Expedited Arbitration
pursuant to Article 19 of this Agreement to determine whether Owner's objections
are reasonable and to determine the appropriate amount of the Subsidy reduction.
If the arbitration determines that Owner's objections were unreasonable, Newhall
shall be automatically and retroactively released from all liability under this
Agreement with respect to the Subsidy reduction referred to in the Subsidy
Reduction Amendment from the date Owner should have executed the Subsidy
Reduction Agreement. The arbitrators determination of the appropriate amount of
the Subsidy reduction pursuant to Article 19 of this Agreement shall be binding
on Newhall and Owner.

               2.4 MANDATORY TERMINATION PAYMENT. (a) Except as provided
otherwise in this Agreement, on June 30, 1999, Newhall must pay to Owner a
one-time mandatory termination payment (the "Mandatory Termination Payment") for
New Leases and Post-Closing Leases that have been fully executed after January
7, 1998 and prior to June 30, 1999, and that provide for aggregate annualized
rent payable (based upon the average rent for the first half of the Lease term
of any such New Leases and Post-Closing Leases) that is below the aggregate
annualized Pro-Forma Rent for all such Space that is subject to any such New
Leases and Post Closing (the "Cap-out Spaces"). The Mandatory Termination
Payment shall be in an amount equal to the quotient obtained by dividing the sum
of the following by two (2):

                      (i) the difference between the Pro-Forma Rent for the
        Cap-out Spaces and the aggregate annualized rent provided for under New
        Leases and Post-Closing Leases for the Cap-out Spaces (based upon the
        average rent for the first half of the Lease term of any such New Leases
        and Post-Closing Leases), shall be divided by 8.28%; and

                      (ii) the aggregate of the Subsidy payments (excluding
        Newhall's Pro Rata Share of Common Area Expenses) that Newhall would
        have been obligated to make under this Agreement for the Cap-out Spaces
        after June 30, 1999 if Newhall were not obligated to pay Owner the
        Mandatory Termination Payment. In no event shall the Mandatory
        Termination Payment include any amount for and in no event shall Newhall

                                       5.

<PAGE>   89

        be obligated to make any termination payment for (x) Space that remains
        unleased as of June 30, 1999; (y) Space that is subject to a Lease that
        obligates the Tenant to pay rent at or above the Pro-Forma rent
        regardless of whether the Tenant has actually commenced paying rent as
        of June 30, 1999 and (z) Space for which Newhall's Subsidy obligation
        has been reduced to zero pursuant to this Agreement.

               Additionally, Newhall shall have no obligation to pay any
termination payment for any Post-Closing Leases that are executed after June 30,
1999, and that provide for aggregate annualized rent less than Pro-Forma Rent.
Notwithstanding anything to the contrary contained herein, Newhall shall also
have no obligation to pay any termination payment and will be prohibited from
making a Mandatory Termination Payment with respect to any new Leases or
Post-Closing Leases in either the Community Center/Triangle or Power/Promotional
Center if Owner's Lender elects to sell or securitize the loan secured by the
Community Center/Triangle or Power/Promotional Center, as applicable, prior to
June 30, 1999.

                      (b) Unwind Fee. Newhall shall pay to Owner, Owner's
Lender's unwind fee ("Unwind Fee"), as calculated in accordance with Schedule
2.4 attached hereto, that is directly attributable to Owner's actual payment to
Owner's Lender of the least amount of the Seller's Mandatory Termination Payment
that Owner's Lender actually requires. In no event will Newhall be obligated to
pay any Unwind Fee attributable to: (i) Owner's Lender increases the portion of
the Mandatory Termination Payment to be paid to Owner's Lender as a result of
Owner's default under the loan documents; or (ii) Owner's Lender draws on any
Letter of Credit provided by Owner or Owner makes any prepayment of any loan
secured by all or any portion of the Property, including any prepayment required
by Prudential Mortgage Capital Company, LLC to reduce the loan-to-value ratio to
less than or equal to 75% or to adjust the debt service coverage ratio of the
loan secured by Power/Promotional Center to be 1.22 to 1 and/or to adjust the
debt service coverage ratio of the loan secured by the Community Center/Triangle
to be 1.25 to 1.


                                    ARTICLE 3
                               POST-CLOSING LEASES

               3.1 MARKETING OF POST-CLOSING LEASES. Newhall shall diligently
market the Spaces that are not subject to Existing Leases or New Leases for
lease at rental rates on an aggregate, annualized basis based upon monthly
rental payments consistent with the aggregate, annual rent for the Space subject
to this Agreement set forth in the Pro-Forma. Owner hereby approves the new
tenant prospects for Post-Closing Leases set forth on Exhibit G attached hereto
and incorporated by reference herein. Owner shall not unreasonably withhold,
condition or delay its approval of any Post-Closing Lease or new tenant
prospects for Post-Closing Leases. Newhall shall have the right to maintain its
existing leasing and marketing signs on the Property and shall have the right to
install and maintain leasing available marketing signs in vacant Space on the
Property directing leasing inquiries to Newhall and Newhall's leasing agent
until such time as Newhall is released from all liability under this Agreement.
Owner shall refer and shall cause Owner's property manager to refer all tenant
prospects for Post-Closing Leases to Newhall and Newhall's leasing agent. Upon
Newhall's request, Owner shall also provide Newhall with a

                                       6.

<PAGE>   90

monthly status report of all retail leasing inquiries received by Owner and its
property manager for Valencia Marketplace. Unless otherwise agreed by the
parties, all such Post-Closing Leases shall be procured at Newhall's sole cost
and expense, including, but not limited to, payment of any brokerage commissions
and tenant improvement allowances payable for or under such Post-Closing Leases.
Upon Newhall's request, Owner shall request that tenants under Existing Leases,
New Leases and any previously executed Post-Closing Leases consent to proposed
uses or modifications to the Site Plan to the extent required by Existing
Leases, New Leases and Post-Closing Leases. Owner shall cooperate in good faith
and exercise due diligence and perform such actions as Newhall may reasonably
request to assist Newhall in marketing and negotiating Post-Closing Leases.

               3.2 NEGOTIATION AND APPROVAL OF POST-CLOSING LEASES. Newhall
shall have the right to negotiate Post-Closing Leases on terms and conditions
consistent with this Agreement and the terms and conditions of Existing Leases,
New Leases and Post-Closing Leases that Owner has previously approved and at
rental rates consistent with the fair market rent, the Project Pro-Forma or
leasing guidelines for any such Space that Owner or its property manager may
approve from time to time in marketing meetings with Newhall and its leasing
agent. The term of any Post-Closing Lease for In-Line Shop Space or Pad Space
shall not be less than five (5) years. The term of any Post-Closing Lease for
any Major Tenant Space shall not be less than ten (10) years. Upon Newhall's
written request, Owner shall approve or disapprove additional tenant prospects,
revisions to leasing guidelines and proposed term sheets or letters of intent
for Post-Closing Leases within five (5) business days after receipt of Newhall's
request. Owner shall be deemed to have approved any such additional tenant
prospects, revisions to leasing guidelines and proposed term sheets or letters
of intent for Post-Closing Leases if Owner fails to reasonably object during any
such five (5) business day period. If Owner objects to any such additional
tenant prospect, leasing guidelines or proposed term sheet or letter of intent
during any such five (5) business day period, Owner shall specify in writing and
deliver written notice to Newhall of its reasons for disapproval and specify
what actions Newhall needs to take to obtain Owner's approval of the additional
tenant prospects, revisions to the leasing guidelines and proposed term sheet or
letter of intent. If Owner requests financial statements for any tenant
prospect, Owner's approval of the financial statement shall be based upon the
tenant's ability to perform its obligations with respect to the proposed
Post-Closing Lease. In no event shall Owner have the right to require that any
franchisor guarantee the obligations of a franchisee under a Lease. If Newhall
believes that Owner's objections to any such tenant prospects, revisions to
leasing guidelines or proposed term sheets or letters of intent are
unreasonable, Newhall shall have the right to request Expedited Arbitration
pursuant to Article 19 to determine whether Owner's objections are unreasonable.

               Newhall shall have the right to cause Owner to enter into up to
three (3) Post-Closing Leases for each Pad Space and In-Line Space U-2 (as shown
on the Site Plan) if Newhall elects to redemise any such Pad Space or In-Line
Space provided no such Post-Closing Lease for such Pad Space or In-Line Space
shall be for less than 800 leasable square feet of separately demised Premises.
Newhall shall also have the right to cause Owner to enter into up to six (6)
Post-Closing Leases for Space located within building areas G and H (as shown on
the site Plan) if Newhall elects to redemise all or any portion of such Space
provided no such Post-Closing Lease for Space located within building areas G
and H shall be for less than 1,000 leasable

                                       7.

<PAGE>   91

square feet of separately demised premises. Newhall shall also have the right to
cause Owner to enter into up to two Post-Closing Leases for Major Tenant Space
identified as building area O on the Site Plan if Newhall elects to redemise
such building area provided no such Post-Closing Lease for Space within building
area O is for less than 15,000 leasable square feet of separately demised
premises.

               Upon Newhall's negotiation of a Post-Closing Lease, Newhall shall
request, in writing, Owner's approval and execution of the Post-Closing Lease.
Owner shall not unreasonably withhold, delay or condition its approval or
execution of a Post-Closing Lease. Owner shall be deemed to have approved each
Post-Closing Lease unless Owner disapproves of it by delivering written notice
to Newhall of such disapproval within five (5) business days after receipt of
Newhall's request for approval. If Owner elects to disapprove the terms of any
Post-Closing Lease, Owner shall specify the reasons for its disapproval in
writing within any such five (5) business day period, together with a written
explanation of what steps need to be taken to obtain Owner's approval of any
such Post-Closing Lease. Unless Owner reasonably disapproves of a Post-Closing
Lease during any such five (5) business day period, Owner shall execute and
deliver the Post-Closing Lease to the tenant within such five (5) business day
period. Notwithstanding the foregoing, the aforementioned five (5) business day
periods shall be increased to ten (10) business days for Post-Closing Leases of
Major Tenant Spaces, such as building area O.

               3.3 NON-DISTURBANCE AGREEMENTS. Upon execution of any such
Post-Closing Lease with a tenant that is a national or regional chain store or
that is leasing at least 5,000 square feet of rentable area or that is ground
leasing a Pad, Owner shall cause its lender ("Lender") to execute a
non-disturbance agreement reasonably acceptable to Owner's Lender and any such
tenant under any such Post-Closing Lease and the leasehold lender of any such
tenant (if any), within twenty (20) business days after receipt of any such
tenant's request under any such Post-Closing Lease for execution of a
non-disturbance agreement.

               Notwithstanding the foregoing, if any other tenant refuses to
execute a Post-Closing Lease unless Owner's Lender executes a nondisturbance
agreement, Owner shall request and exercise due diligence to cause its Lender to
execute a non-disturbance agreement reasonably acceptable to any such tenant and
Owner's Lender within forty-five (45) days after Newhall advises Owner in
writing that any such tenant is insisting on a non-disturbance agreement as a
condition to execution or as a condition precedent to the effectiveness of a
Post-Closing Lease.

               If Owner believes that the tenant's requested modification of the
Lender's non-disturbance agreement is unreasonable, Owner shall have the right
to request Expedited Arbitration pursuant to Article 19 of this Agreement to
determine whether tenant's requested modification of the non-disturbance
agreement is unreasonable. If the arbitrator determines that the tenant's
requested modification of the non-disturbance agreement is unreasonable,
Lender's refusal or delay in executing the modified non-disturbance agreement
shall not result in a reduction of Newhall's Subsidy obligations under this
Agreement.

               3.4 FAILURE TO EXECUTE. If any tenant under a Post-Closing Lease
terminates or refuses to execute the Post-Closing Lease because of Owner's or
Owner's Lender's failure,

                                       8.

<PAGE>   92

refusal or delay in executing a Post-Closing Lease or a non-disturbance
agreement required by this Agreement, then Newhall shall be released from all
liability under this Agreement with respect to the Space under any such
Post-Closing Lease from the deadline Owner or its Lender was required to execute
any such Post-Closing Lease or non-disturbance agreement.

               3.5 DELAY IN EXECUTION. Newhall's Subsidy obligation under this
Agreement shall also be reduced by the amount of lost or delayed rental income
occurring under any Post-Closing Lease as a result of a delayed rent
commencement date related to Owner's delay in executing a Post-Closing Lease or
any such Lender's delay in executing any such nondisturbance agreement beyond
the period permitted by this Agreement.

               3.6 NONLIABILITY OF NEWHALL. In no event shall Newhall be
responsible for the performance of any tenants under Existing Leases, New Leases
or Post-Closing Leases. Owner's recourse for breach of any Existing Lease, New
Lease or Post-Closing Lease shall be governed by the terms of the Existing
Lease, New Lease or Post-Closing Lease. In no event shall Owner be able to
withhold its consent of any tenant prospect because its financial condition or
credit rating is less than Newhall's net worth or credit rating.


                                    ARTICLE 4
                                      TERM

               4.1 TERM OF SUBSIDY.

                      A. The period of time (as it pertains to each Space under
this Agreement may be referred to as "Term") for which Newhall shall be
obligated to make Subsidy payments with respect to the applicable Space subject
to this Agreement for the Property shall commence upon the Closing Date and
shall expire, unless sooner terminated in accordance with this Agreement, upon
the earlier to occur of (i) the fifth anniversary of the Closing Date for the
In-line Shops Space indicated in the Pro-Forma and the tenth (10th) anniversary
of the Closing Date for the Pad Space and in-line Major Tenant Space as
indicated in the Pro-Forma or (ii) the date a tenant commences making monthly
rental payments under a New Lease, Existing Lease or Post-Closing that is
greater than or equal to the Project Pro-Forma rent for such Space or the date
when Newhall's Subsidy obligation with respect to such Space is reduced to zero.
Newhall and Owner agree that Building Area G is deemed to be Pad Space.

                      B. The Term of the Subsidy applicable to the Vons' Space
shall commence upon the Closing Date and shall expire upon the earliest to occur
of: (i) October 31, 2000; (ii) the date the actual rental payable under the
Vons' Existing Lease is increased to the same rental for such Space specified in
the Pro-Forma; or (iii) the date when the rent payable under the Vons' Existing
Lease plus credits for excess rent payments that Newhall has elected to credit
to the Vons' Space pursuant to this Agreement is increased to the same or
greater rental as specified for the Vons' Space in the Pro-Forma.


                                       9.



<PAGE>   93



               4.2 TERMINATION OF AGREEMENT. Newhall shall be automatically
released from all liability and obligation under this Agreement upon the earlier
to occur of the dates set forth in either Section 4.2.A or Section 4.2.B below:

                      A. Achievement of Pro-Forma Rent. The date when "aggregate
annualized rent" (as defined below) is greater than or equal to the annualized
aggregate Pro-Forma Rent designated in the attached Pro-Forma applicable to the
Spaces that are still subject to this Agreement (excluding Cap-out Spaces for
which Newhall has made a Mandatory Termination Payment) as evidenced by payments
of monthly rent (and percentage rent to the extent permitted under this
Agreement) by tenants under Leases. As used in the preceding sentence "aggregate
annualized rent" shall equal:

                             (i) any percentage rent that is actually paid, 
        above Pro-Forma for any Space under Existing Leases, to the extent
        permitted pursuant to Section 2.2 of this Agreement;

                             (ii) the annualized monthly rent payable, including
        rent increases and percentage rent when payable to the extent permitted
        pursuant to Section 2.2 of this Agreement, under any Post-Closing Leases
        and New Leases, (other than New Leases for which Newhall has made an
        election to provide Valencia Marketplace II, LLC with a credit at the
        Community Center/Triangle Closing pursuant to clause 9(a)(i)(A) of the
        Purchase Agreement);

                             (iii) increases in rent payable under the Vons'
        Existing Lease; plus

                             (iv) any percentage rent that is actually paid
        under any New Leases, to the extent permitted pursuant to Section 2.2 of
        this Agreement, for which Newhall elected to provide Valencia
        Marketplace II, LLC with a credit against the Community Center/Triangle
        Purchase Price pursuant to Clause 9(a)(i)(A) of the Purchase Agreement.

                      B. Optional Termination Payment. The date when Newhall
pays the Optional Termination Payment (as defined below) after Newhall has
substantially completed construction of the building shell Space subject to this
Agreement and after all Major Tenant Space and 90% of the remaining Space
subject to this Agreement has been leased pursuant to New Leases and
Post-Closing Leases that have been approved by Owner, and Newhall has elected to
pay Owner the Optional Termination Payment by delivering written notice
("Optional Termination Notice") to Owner. Newhall shall pay Owner within thirty
(30) days after Newhall delivers the Optional Termination Notice to Owner an
amount (the "Optional Termination Payment") equal to the sum of: (i) the
quotient obtained by dividing the difference between the aggregate annualized
rent payable under Post-Closing Leases and any New Leases for which Newhall did
not make a Mandatory Termination Payment or did not elect to provide Valencia
Marketplace II, LLC with a credit against the Community Center/Triangle Purchase
Price under clause 9(a)(i)(A) of the Purchase Agreement and aggregate annualized
Pro-Forma rent for such Space, by 8.28%, plus (ii) the cost of building Standard
Improvements (as attached hereto as

                                       10.

<PAGE>   94

Exhibit E) that have not been constructed for any unleased Space, plus (iii) a
leasing commission of 5% of the Project Pro-Forma rent based upon a five (5)
year hypothetical lease term for the unleased Space up to a maximum amount of
Four Dollars ($4.00) per square foot of unleased Space, plus (iv) any prepayment
penalty or defeasance fee or other similar fee that is charged by Owner's Lender
and is directly attributable to Newhall's payment of the Optional Termination
Payment.


                                           ARTICLE 5
                                 LICENSE TO ACCESS THE CENTER

               5.1 LICENSE. Commencing upon the Closing Date and continuing
until Newhall is released from all liability under this Agreement, Owner hereby
grants Newhall a non-exclusive license to all Common Areas for ingress and
egress and parking and construction of improvements for Spaces subject to this
Agreement for the purposes of conducting Newhall's marketing and leasing
obligations under this Agreement and performing Newhall's construction
obligations with respect to Space subject to this Agreement. Newhall's rights
under the License shall include, but not be limited to, the following:

                      A. the right to install, maintain, alter and remove
Newhall's marketing signs in the locations permitted under Section 3.1 of this
Agreement for the purpose of advertising Newhall's marketing and leasing effort
in accordance with this Agreement;

                      B. the right to tour the Center or Spaces subject to this
Agreement with anyone Newhall deems appropriate to further Newhall's marketing
efforts, including but not limited to, prospective tenants, real estate brokers,
consultants, vendors, government or administrative officials, employees,
contractors, subcontractors, suppliers and agents of Newhall or tenants of the
Center;

                      C. the right to use Common Area parking in accordance with
the CC&R's;

                      D. the right to construct any improvements required of the
landlord under any Existing Leases, New Leases and Post-Closing Leases or this
Agreement, in compliance with this Agreement, including but not limited to:

                             (i) using portions of the Common Area for temporary
        construction trailers and staging areas provided such construction areas
        shall not unreasonably interfere with any tenant's access to Space under
        any Lease, and provided further that Newhall shall take reasonable steps
        to minimize its use of the Common Areas and, if necessary, shall restore
        utilized Common Areas to the condition existing prior to Newhall's use
        of the Common Areas;

                             (ii) constructing Standard Improvements, as
        attached hereto as Exhibit E;


                                       11.

<PAGE>   95

                             (iii) constructing tenant improvements that Newhall
        may be responsible for under any lease of a Space;

                             (iv) constructing and completing building shell
        improvements and landscaping for Space subject to this Agreement that
        has not been completed as of the applicable Closing Date;

                             (v) connecting utilities with common utility lines
        in the Center and streets adjacent to the Center for the benefit of
        Space subject to this Agreement;

                             (vi) redemising each Pad Space and the In-line
        Space identified as U-2 on the Pro-Forma and Site Plan into up to three
        (3) separately demised Spaces as long as each separately demised Space
        is greater than or equal to 800 leasable square feet; redemising In-line
        Spaces indicated as Spaces G and H on the Pro-Forma and Site Plan into
        up to six (6) separately demised Spaces in the aggregate, as long as
        each separately demised Space within Spaces G and H is not less than
        1,000 leasable square feet; and redemising Major Tenant Space O, as
        indicated on the Pro-Forma and Site Plan, into up to two (2) separately
        demised Spaces as long as each separately demised Space is greater than
        or equal to 15,000 leasable square feet; and

                             (vii) constructing any other improvements in Spaces
        subject to this Agreement that are permitted by this Agreement and that
        may further Newhall's marketing and leasing effort.

               5.2 COMPLIANCE WITH LAWS; NUISANCE. Newhall shall not violate (i)
federal, state and municipal laws, including without limitation all zoning and
land use laws and ordinances, conditional use permit rules and orders, now in
force or which may hereafter apply to the Center. Newhall shall not commit, or
suffer to be committed, any waste upon the Center, or any public or private
nuisance, or any other act or thing which may disturb the quiet enjoyment of any
tenants or occupants in the Center or of neighbors of the Center.

               5.3 CONSTRUCTION COMPLETION. Except as provided otherwise in this
Agreement or Paragraph 10(b) of the Purchase Agreement, Newhall will be
responsible for substantially completing construction of the gross leasable area
(collectively, as it may be modified in accordance with this Agreement, the "New
Space") on the Real Property within the building set-back areas (within
twenty-five feet of the building lines) as depicted on the Site Plan and
Pro-Forma and the landscaping for such New Space in the Common Areas adjacent to
such New Space until the earlier of (i) substantial completion of construction
as evidenced by temporary certificate(s) of occupancy or their equivalent or
Tenants' acceptance of possession of premises under New Leases and Post-Closing
Leases or evidenced by certificates of substantial completion issued by the
contractor and project architect for Space that is completed but not subject to
a New Lease or Post-Closing Lease; or (ii) the date when the aggregate
annualized rent actually being paid under New Leases and Post-Closing Leases
based upon the monthly rental payments then being paid is greater than or equal
to the annualized rent payable under the Pro-Forma for such Space less any
credits that Newhall is entitled to receive for such New Leases under
subparagraph 9(a)(i) of the Purchase Agreement and credits that Newhall is
entitled to

                                       12.
<PAGE>   96

receive for the Mandatory Termination Payment applicable to Cap-out Space,
subject to any written modifications agreed upon by both Owner and Newhall.
Newhall shall construct the New Space lien-free and substantially in accordance
with plans and specifications that are consistent with the Valencia Marketplace
Design Guidelines and that have been approved by the Valencia Marketplace
Architectural Review Committee and the County of Los Angeles. The New Space
shall be of the same quality of construction and shall be architecturally
compatible with the Improvements currently existing on the Property. Owner shall
execute such documents and instruments such as plans and specifications,
applications for building grading and foundation permits, notices of completion
and cessation and notices of non-responsibility and perform such actions as
Seller may reasonably request in connection with the construction of New Space.
Within five (5) business days of the written request of Newhall, Owner shall
execute plans and specifications, grading and building permit applications,
other requests for governmental approval and other documents reasonably
necessary for purposes of constructing New Space in accordance with this
Agreement. If Owner fails to execute any such plans, applications, requests or
documents within such five (5) business day period and such failure or delay
extends the rent commencement date under any Lease or results in the termination
of any Lease, Newhall's Subsidy obligation shall be reduced by the amount of any
such delayed or lost rent.

               Newhall shall cause its general contractor to name Owner as an
additional insured on the contractor's general commercial liability policy and
builder's "all-risk" course of construction insurance policy from an insurer
meeting Owner's Lender's reasonable standards. Newhall will assign to Owner,
without recourse, all Plans and contractors and manufacturers' warranties for
the New Space. Newhall reserves the right to change the configuration of the
Site Plan for the Power/Promotional Center and Community Center/Triangle to the
extent permitted by applicable law and the terms of Existing Leases and any New
Leases and Post-Closing Leases, subject to the consent of the Owner which shall
not be unreasonably withheld, conditioned or delayed. Owner shall approve or
specify its reasons for disapproval for any requested change to the Site Plan
within ten (10) business days after receipt of Newhall's request. If Owner fails
to object to any requested change during any such ten (10) business day period,
Owner shall be deemed to have approve the requested change to the Site Plan.
Owner agrees that Newhall shall have the right to redemise the Pad Space,
In-Line Shop Space, Space U-2, building areas G and H and Major Tenant Space O
in accordance with clause 5.1(D)(vi) of this Agreement. Owner also agrees that
Newhall shall have the right to reduce the aggregate leasable area of the New
Space to be built as long as the aggregate annualized rent payable under the New
Leases and Post-Closing Leases based upon monthly rental payments is greater
than or equal to the aggregate, annualized rent payable under Pro-Forma for such
Space.

               Newhall will complete construction of the New Space in accordance
with the obligations of the landlord under any New Leases and Post-Closing
Leases, including funding any tenant improvement allowances, if any, required by
the New Leases and Post-Closing Leases, but in any event will substantially
complete the basic building shells (and the landlord's standard work under
Newhall's standard work letter agreement, the form of which is attached hereto
as Exhibit "E", for any portion of the New Space that is completed and not
subject to a Post-Closing Lease or New Lease) for New Space subject to a this
Agreement prior to two (2) years after the applicable Closing Date for the
In-line, Shop Space and three (3) years after the applicable Closing Date for
the Pad Spaces and in-line Major Tenant Space. Newhall shall assign, without

                                       13.

<PAGE>   97

recourse, to Owner all Plans and construction and manufacturers' warranties, if
any, related to such construction of the New Space and shall cooperate with
Owner in enforcing any such construction and manufacturers' warranties.

               5.4 CONSTRUCTION COSTS. To secure Newhall's obligation to
construct the New Space in accordance with this Agreement, upon the applicable
Closing, the parties shall cause Escrow to wire transfer the amount of the
estimated cost of substantially completing the construction of the New Space
(including the Landlord's Standard Work set forth in Exhibit E) that has not
been completed by Newhall as of the applicable Closing Date ("Construction
Budget"), into an interest bearing account for the benefit and account of
Newhall with Wells Fargo Bank, N.A. or other California bank requested by Lender
and reasonably acceptable to Newhall. As of February 17, 1998, the amount of
such Construction Budget shall initially equal the total of the amounts as set
forth in the Pro-Forma as the Construction Budget for New Spaces (including the
Landlord's Standard Work set forth in Exhibit E). Newhall and Owner acknowledge
that they have agreed upon the Construction Budget amounts as set forth in the
Pro-Forma for each New Space (including the Landlord's Standard Work set forth
in Exhibit E). The amount of the Construction Budget shall be reduced by the
amount Newhall incurs for construction of New Space from January 31, 1998 until
the applicable Closing Date but not in excess of the per square foot budget and
percentage completed for each such Space as of the applicable Closing Date. The
Construction Budget shall be subject to a security interest in favor of Owner's
Lender. Newhall and Owner's Lender shall negotiate the terms of the security
agreement. Newhall's approval of the terms of the security agreement shall not
be unreasonably withheld or delayed. The security agreement shall permit and
Newhall shall be entitled to, withdraw monthly disbursements from the
Construction Budget account as construction of New Spaces progress in accordance
with this Agreement even if Owner is in default under its loan or loans with
Owner's Lender.

               From time to time as construction of New Spaces progress, Newhall
shall have the right to submit a disbursement request ("Disbursement Notice") to
Owner, Owner's Lender and Escrow Holder specifying the amount of the
Construction Budget to be disbursed for each New Space under construction based
upon the percentage of the New Space that has been completed as of the date of
the Disbursement Notice. Each Disbursement Notice shall be executed by Newhall,
Owner and the contractor and architect for each New Space under construction and
shall set forth the requested disbursement amount for each New Space, the
original Construction Budget for the New Space, the percentage of construction
that has been completed for such New Space, the amount that has been disbursed
prior to such Disbursement Notice for each New Space and the remaining
undisbursed balance of the Construction Budget for each New Space. Each
Disbursement Notice shall also be accompanied by mechanics' lien releases and
waivers meeting the requirements of California law from the contractor and all
major subcontractors providing labor and material which may be conditional for
the current month and shall be unconditional for prior months.

               Upon the earlier of (i) substantial completion of construction of
a New Space, as evidenced by temporary certificate(s) of occupancy or their
equivalent or Tenants' acceptance of possession of a New Space under a New Lease
or Post-Closing Lease or as evidenced by certificates of substantial completion
issued by the contractor and project architect for New Space

                                             14.



<PAGE>   98



that is completed but not subject to a New Lease or a Post-Closing Lease; or
(ii) the date when the aggregate annualized rent actually being paid under a New
Leases and a Post-Closing Lease based upon the monthly rental payments then
being paid is greater than or equal to the annualized rent payable under the
Pro-Forma for such Space less any credits that Newhall is entitled to receive
for such New Leases under subparagraph 9(a)(i) of the Purchase Agreement and for
the Mandatory Termination Payment with respect to any Cap-out Space, Newhall
shall have the right to provide a Disbursement Notice to Owner, Owner's Lender
and Escrow for the remaining balance of the Construction Budget applicable to
such New Space or all New Spaces, as appropriate, provided no mechanics' liens
have been recorded or threatened to be recorded against any such New Space, and
provided Newhall removes all construction material and any dangerous
construction condition from the Center, unless Owner agrees otherwise.

               Owner and Owner's Lender shall have twenty-one (21) days from the
date of the Disbursement Notice to disapprove of the Disbursement Notice. If
Owner and Owner's Lender fail to disapprove the Disbursement Notice in writing
within twenty-one (21) days from the date of the Disbursement Notice, the
Disbursement Notice shall be automatically deemed approved by Owner and Owner's
Lender, and Escrow Holder shall immediately (but no more often than monthly)
disburse to Newhall from the Construction Budget account the portion of the
Construction Budget for the New Space as set forth in the Disbursement Notice.

               If Owner or Owner's Lender disapproves any Disbursement Request
in writing within twenty-one (21) days from the date of the Disbursement Notice,
for such disapproval to be valid, Owner or Owner's Lender shall specify (i) what
portion of the Disbursement Notice, in dollar amount and for which New Space, is
disapproved; (ii) the reasonable grounds for disapproval; and (ii) the precise
steps that need to be taken to obtain approval. Escrow Holder shall immediately
disburse to Newhall the portion of the Construction Budget set forth in the
Disbursement Notice that has not been disapproved by Owner or Owner's Lender.

               If the parties cannot resolve the Owner or Owner's Lender's
disapproval of a Disbursement Notice within ten (10) days after such written
disapproval, then either party shall have the right to request Expedited
Arbitration pursuant to Article 19 of this Agreement to determine whether the
disapproval is reasonable and to determine the appropriate remedy. If the
arbitration determines that the disapproval was unreasonable, then in addition
to the disbursement of Construction Budget for the Space in dispute set forth in
this Disbursement Notice, Owner shall pay Newhall interest on the disputed
amount at Wells Fargo Bank's prime rate and Newhall's Subsidy obligation shall
be reduced by the amount of any rental delay or loss as a result of any delay in
rent commencement or termination of any Lease as a result of Owner or Owner's
Lender's unreasonable disapproval of any portion of a Disbursement Notice.


                                    ARTICLE 6
                              COMMON AREA EXPENSES

               6.1 OWNER'S MAINTENANCE AND REPAIR OBLIGATIONS. Owner shall
operate, manage, maintain, and repair the Center (including the Common Area and
New Space after completion of construction by Newhall in accordance with this
Agreement) in a first-class

                                       15.



<PAGE>   99

condition (as defined in the Supplemental Declaration of Covenants, Conditions
and Restrictions ("CC&R's") recorded against the Property) and in accordance
with the landlord's obligations under the Leases. Owner shall maintain and
replace landscaping in accordance with the approved landscaping plan for
Valencia Marketplace and shall maintain all signage for the Property in
accordance with the Valencia Marketplace Signage Guidelines and Valencia
Marketplace Design Guidelines. Owner shall not change the name of the Property
from "Valencia Marketplace".

               6.2 COMMON AREA OPERATING EXPENSES. Common Area Expenses shall
mean the reasonable costs and expenses that Owner incurs in maintaining and
managing the Common Area of the Center, including property taxes, insurance and
property management fees; provided, however, Owner's management fee shall not
exceed the lesser of Owner's property management fee under Owner's property
management agreement with an independent third party or an administration fee
based upon 10% of Common Area Expenses; and provided, further real property
taxes shall not include any increase in real property taxes resulting from
changes in ownership by Owner or a transfer of all or any portion or interest in
the Property. Owner's estimate of Newhall's Pro Rata Share of Common Area
Expenses for 1998 shall be $.35 per square foot of leasable area.

               6.3 PAYMENT OF PRO RATA SHARE. Owner shall give Newhall written
notice of an estimate of Newhall's "Pro Rata Share" (as defined hereunder) of
the Common Area Expenses prior to the commencement of each calendar year while
this Agreement remains in effect. With the exception of any portion of Common
Area Expenses attributable to real property taxes (which shall be paid
semiannually prior to delinquency), Newhall shall pay Owner one-twelfth (1/12)
of the amount stated therein as Newhall's Pro Rata Share of the Common Area
Expenses on the first business day of each month concurrently with the payment
of each month's Subsidy payment, subject to Newhall's right to contest Newhall's
Pro Rata Share of Common Area Expenses and Owner's year-end reconciliation of
Newhall's Pro Rata Share of Common Area Expenses on or before April 1 of each
year.

               6.4 NEWHALL'S PRO RATA SHARE. Newhall's Pro Rata Share shall
equal a fraction, the numerator of which shall be the number of leasable square
feet of Space as determined from time to time subject to this Agreement for
which tenants have not commenced paying their pro rata share of Common Area
Expenses under Existing Leases, New Leases or Post-Closing Leases, and the
denominator of which is the aggregate number of leasable square feet in the
Power/Promotional Center, Community Center/Triangle, or the Center, as
applicable. In no event shall Newhall's Pro Rata Share of Common Area Expenses
include property taxes attributable to increases in taxes payable as a result of
any change of ownership of Owner or a transfer of all or any portion of interest
in the Center by Owner, or any tenant's share of Common Area Expenses that may
not be passed through to any such tenant under a Lease.

               6.5 CONTEST. Newhall shall have the right to contest and audit
the amount of Newhall's Pro Rata Share of actual Common Area Expenses after
receipt of Owner's year-end reconciliation of Newhall's Pro Rata Share of Common
Area Expenses and Owner's proration statements within two (2) years after
Newhall's receipt of Owner's written notice of Newhall's Pro Rata Share of
Common Area Expenses or Newhall's receipt of a proration statement. In the event
of such a contest or audit, the Common Area Expenses or prorations for the
Center shall

                                       16.

<PAGE>   100

be audited by a certified public accountant, professional auditor or independent
professional real property manager selected by Newhall and approved by Owner,
which approval shall not be unreasonably withheld, conditioned or delayed.
Newhall shall pay for all costs of any audit requested by Newhall. If Newhall's
Pro Rata Share of actual Common Area Expenses, as determined by the audit, is
less than the amount specified in Owner' written notice, then Newhall shall
either receive a credit against Newhall's Subsidy obligation for the amount of
Common Area Expenses that Newhall has overpaid or Owner shall repay Newhall the
amount of such overpayment within thirty (30) days after the audit determines
the amount of the overpayment. If Newhall's Pro Rata Share of actual Common Area
Expenses is less than 97% of the amount charged by Owner, Owner shall also pay
to Newhall the reasonable costs incurred by Newhall in conducting the audit. If
Owner disagrees with the results of the audit, Owner shall have the right to
request Expedited Arbitration pursuant to Article 19 to determine whether such
audit is accurate.

               6.6 PRORATIONS. Common Area Expenses and Subsidy payments shall
be prorated based on actual days elapsed as of the applicable date that Owner is
entitled to a Subsidy payment under this Agreement and shall be accounted for as
follows:

                      A. Common Area Expenses. If Owner collects estimated
prepayments of Common Area Expenses in excess of any of Newhall's Pro Rata Share
of such expenses, then if the excess can be determined by the date of execution
of a Subsidy Reduction Amendment, Newhall shall receive a credit for the excess
against its Subsidy payments under this Agreement and if the excess cannot be
determined until the end of any calendar year or the expiration or termination
of this Agreement, Owner shall pay to Newhall such excess as soon as the excess
can be determined.

                      B. Common Area Expense Reconciliations and Adjustments.
Within ninety (90) days after June 30, 1999 if Newhall has made a Mandatory
Termination Payment on such date, and within ninety (90) days after the later to
occur of: (a) the end of any applicable lease year upon which percentage rents
are determined pursuant to Leases; and (b) fiscal year end (or other applicable
period) when adjustments with tenants under Leases for Common Area Expenses and
receipt of final tax and other bills have been made; Owner shall prepare and
present to Newhall with (i) a calculation of any credit for percentage rents and
Common Area Expenses that Newhall is entitled to receive under this Agreement
and (ii) a reconciliation of estimated Common Area Expenses and taxes and other
items, in comparison to the actual amount of such items charged to or received
by Owner for the year or other applicable fiscal period in question. The parties
shall make the appropriate adjusting payment or credit between them within
thirty (30) days after presentment to Newhall of Owner's calculation. Newhall
may inspect and copy Owner's books and records related to the Property to
confirm the calculations. Owner shall retain such books and records and make
them available to Newhall for Newhall's inspection for up to three (3) years
after the applicable fiscal period. Owner shall also cause its property manager
to make its books and records available to Newhall for such three (3) year
period for purposes of calculating, reconciling and verifying such information.
Either party shall be entitled to an adjustment for any incorrect proration or
adjustment within two (2) years after the determination.


                                       17.

<PAGE>   101

                      C. Taxes and Assessments. Real and personal property taxes
and assessments (including taxes payable with respect to supplemental tax bills
received after the applicable fiscal period but related to periods prior to the
applicable fiscal period) on the applicable Property ("Taxes") shall be prorated
on the basis that Newhall is responsible for Newhall's Pro Rata Share of such
taxes and determined on the basis of the actual number of days which have
elapsed during the applicable fiscal tax period, whether or not the same shall
be payable prior to the applicable adjustment date. With respect to the
supplemental tax bills, Owner expressly acknowledges and agrees that to the
extent tenants under the Leases and Newhall under this Agreement, are
responsible for the payment of such taxes Owner shall collect payment of same,
as it relates to periods of time prior to and from and after the applicable
adjustment date, from all such tenants and shall take any action necessary under
such payment of supplemental taxes which are the responsibility of any tenant or
Owner and shall hold Newhall harmless from and against payment of same, except
for Newhall's obligations to pay Newhall's Pro Rata Share of any such taxes
under this Agreement. In the event that as of the applicable adjustment date the
actual tax bills for the year or years in question are not available and the
amount of taxes to be prorated as aforesaid cannot be ascertained, then rates
and assessed valuation of the previous year, with known changes, shall be used,
and when the actual amount of taxes and assessments for the year or years in
question shall be determinable, then such taxes and assessments will be
re-prorated between the parties to reflect the actual amount of such taxes and
assessments. Nothing contained in this Article 6 is intended or shall be
construed as limiting or restricting Newhall's reservation of all tax and other
economic benefits related to or connected with any tax sharing agreement,
development agreement, owner's participation agreement, annexation agreement,
reimbursement agreement, transferable development rights, annexation or
incorporation of all or any portion of the Property into a city, municipal
entity or special improvements district.


                                    ARTICLE 7
                                    UTILITIES

               Newhall shall have the right to use water, gas, electricity,
telephone service, and other utilities and services in connection with Newhall's
performance of its construction obligations under this Agreement, at Newhall's
cost and expense.


                                    ARTICLE 8
                                    INSURANCE

               8.1 PUBLIC LIABILITY INSURANCE. Newhall shall obtain and keep in
force a policy or policies of commercial general liability insurance, including
contractual liability, personal injury and property liability coverage in
amounts not less than a combined single limit of $5,000,000.00 per occurrence
for bodily injury, personal injury, death and property damage liability with
respect to New Space that Newhall is constructing. Owner shall obtain and keep
in force a policy of commercial general liability insurance covering the Common
Area and Center in an amount which Owner reasonably determines to be appropriate
based upon other comparable properties in Los Angeles and Orange Counties but in
no event less than $5,000,000.

                                       18.

<PAGE>   102

               8.2 PROPERTY AND EXTENDED COVERAGE INSURANCE. During the Term,
Owner shall carry and maintain "all-risks" property insurance on Owner's
interest in the Center insuring against loss or damage by fire, vandalism,
malicious mischief and such other casualties as are included in an amount equal
to up to one hundred percent (100%) of the full replacement cost thereof,
including twelve (12) months rental loss insurance. Newhall shall cause its
contractors to maintain a builder's "all-risk" policy to insure any improvements
under construction for New Space and shall name Owner and Owner's Lender as an
additional insured on all such builder's "all-risk" policies until any such New
Space is substantially completed.

               8.3 GENERAL. All policies that are required under this Article
shall be issued by companies licensed to do business in California with a
general policyholder's rating of not less than "B+" and a financing rating of
not less than Class "VIII", as rated by the most current available "Bests"
Insurance Reports and shall be in a form and underwritten by companies
reasonably acceptable to Newhall. Each party shall furnish the other party with
evidence reasonably acceptable to such party that (i) the policies (or a binder
thereof) required pursuant to this Article are in effect and (ii) the parties
shall be notified by the carrier in writing thirty (30) days prior to
cancellation, material change, or nonrenewal of such insurance. Each party shall
name the other party as an additional insured with respect to obligation for
which such party is obligated to obtain a commercial general liability policy,
and at Owner's request, Owner's Lender as an additional insured with respect to
such obligation. If a party carries any of the insurance required hereunder in
the form of a blanket policy, any certificate required hereunder shall make
specific reference to the Property.

               8.4 WAIVER OF SUBROGATION. Notwithstanding anything to the
contrary contained herein, Owner and Newhall hereby waive any rights each may
have against the other on account of any loss or damage occasioned to Owner or
Newhall, arising from any risk to the extent covered by the insurance required
hereunder. The parties each, on behalf of their respective insurance companies
of either Owner or Newhall against any such loss, waive any right of subrogation
that it may have against Owner or Newhall, as the case may be. The foregoing
waivers of subrogation shall be operative only so long as available without
invalidating either Owner's or Newhall's policy of insurance.


                                    ARTICLE 9
                              TITLE TO IMPROVEMENTS

               Any and all Improvements which may be made in or upon the Center
by Newhall shall become the property of Owner without compensation to Newhall,
subject to any applicable Leases within the Center. Newhall shall assign,
without recourse, all plans and specifications and construction warranties
related to any such improvements to Owner upon Newhall's completion of any such
improvements.


                                       19.

<PAGE>   103

                                   ARTICLE 10
                             DAMAGE AND DESTRUCTION

               Newhall shall not be required to repair any damage or destruction
of any completed portion of the Center, including New Spaces that have been
completed by Newhall, in the event of any total or partial damage or destruction
thereof. If there is any damage to any of the New Spaces that have not been
completed by Newhall, then with respect to those New Spaces, this Agreement, if
applicable, shall be terminated from the date of such damage, unless, Owner
provides Newhall within fifteen (15) days after such damage occurs, with written
notice of its intent to provide Newhall with the insurance proceeds to repair
said damage. In such case, Newhall shall proceed to diligently complete the
repair and restoration of the New Spaces that were under construction provided
Owner has provided Newhall with the insurance proceeds less the remaining
construction budget for such New Space after Newhall's payment of all
outstanding invoices as the date of such damage or destruction and Newhall's
Subsidy and Pro-Rata Share of Operating Expense obligations shall be abated and
reduced by the amount of any rental loss insurance proceeds received by Owner
for such Space under Owner or Newhall's casualty insurance policies. If Owner
elects not to provide Newhall with insurance proceeds payable with respect to
any New Space under construction, Newhall shall be released from any obligation
to construct or repair such New Space, Newhall's Subsidy obligation shall be
reduced by the amount of the Pro-Forma Rent applicable to such New Space,
Newhall's Pro Rata Share shall be reduced to reflect the elimination of such New
Space, Owner and Newhall shall enter into a Subsidy Reduction Amendment and the
remaining undisbursed construction budget applicable to such New Space shall be
paid to Owner. Any prepaid Subsidy payments by Newhall shall be prorated based
upon the number of actual days elapsed as of any such damage or destruction.



                                   ARTICLE 11
                                 EMINENT DOMAIN

               11.1 TOTAL TAKING. If all of the Property is taken under the
power of Eminent Domain this Agreement shall terminate on the date the
condemning authority announces such taking will occur and Newhall shall be
released from any further obligations under this Agreement to make subsidy
payments or to construct or complete the construction of any New Space. Any
prepaid Subsidy or other prepaid monetary sum paid by Newhall to Owner shall be
prorated on the basis of actual days elapsed and any excess payments shall be
refunded to Newhall for the days after the termination date of the Agreement to
which such payments apply. The term "Eminent Domain" shall include the exercise
of any governmental power of condemnation and any private sale or other transfer
in lieu of or under the threat of condemnation.

               11.2 PARTIAL TAKING. If any part of the Space subject to the
Agreement is taken under the power of Eminent Domain, this Agreement shall be
amended by a Subsidy Reduction Amendment effective on date the condemning
authority announces such taking will occur. Such Subsidy Reduction Amendment
shall reduce Newhall's Subsidy obligation under this Agreement in proportion to
the amount of Space rendered unleasable by such taking and Newhall shall be

                                       20.

<PAGE>   104

released from all liability under this Agreement for such Space. Any prepaid
Subsidy and other prepaid monetary sums paid by Newhall to Owner for the Space
rendered unleasable shall be prorated on the basis of actual days elapsed and
any excess payments shall be refunded to Newhall for the days after the
termination date of the Agreement to which such payments apply.

               11.3 AWARD. Newhall hereby renounces any interest in, and assigns
to Owner, any award made in any condemnation proceeding for any such taking.


                                   ARTICLE 12
                              DEFAULTS AND REMEDIES

               12.1 NEWHALL'S DEFAULT. The occurrence of any of the following
events shall constitute an event of default and a material breach of this
Agreement ("Event of Default") on the part of Newhall:

                      A. Failure to Make Payment. Newhall's failure to pay any
Subsidy or any other sum due hereunder on the date when such payment is due,
where such failure continues for seven (7) days after written notice from Owner
that such payment is due and which default notice shall specify the amount
necessary to cure and the Space for which such Subsidy payment is due, except if
a different notice or cure period or no notice or cure period is specified in
another provision of this Agreement.

                      B. Failure to Perform Other Covenants. Newhall's breach or
failure to perform any of Newhall's other covenants, agreements or obligations
hereunder, where such breach or failure to perform continues for thirty (30)
days after service of written notice to Newhall to cure any such breach or
failure unless Newhall commences such cure during any such thirty (30) day
period and diligently prosecutes such cure to completion.

               12.2 OWNER'S REMEDIES. Upon the occurrence of any Event of
Default on the part of Newhall as set forth in Section 12.1 above, Owner shall
have the following rights and remedies by exercising arbitration under Articles
18 and 19 of this Agreement:

                      A. Continue Effect of Subsidy Agreement. Owner may
continue the effect of the Agreement after Newhall's breach and recover from
Newhall the Subsidy or other monetary sums that become due under the Agreement.
In addition, Owner shall have the right to perform, at Newhall's expense,
Newhall's obligations under Articles 3 and 5 of this Agreement. If Owner elects
to enter into a Post-Closing Lease as landlord pursuant to this Section 12.2,
then the rent and any other monetary remuneration received by Owner from such
Post-Closing Lease shall be applied to reduce any (or all if applicable) amounts
due for which Newhall is in breach with respect to such Space.

                      B. Damages. If an Event of Default by Newhall exists under
this Agreement, Owner shall have the right to recover actual damages (which
shall be calculated in accordance with California Civil Code Section 1951.2 for
the least amount of available Space for which the Pro-Forma Rent is greater than
or equal to the amount of a late Subsidy payment

                                       21.

<PAGE>   105

obligation that Newhall has failed to cure after receipt of a notice under
Section 12.1A of this Agreement) plus interest at Wells Fargo Bank's Prime Rate
plus two percent (2%) per annum on any late payments. Owner shall also have the
right to compel specific performance of Newhall's obligations to construct the
New Space in accordance with Section 5.3 of this Agreement, as well as any
declaratory relief under the Expedited Arbitration provisions of Article 19.

               12.3 OWNER'S DEFAULT. If Owner breaches or fails to perform any
of Owner's covenants, agreements or obligations under this Agreement, where such
breach or failure continues for thirty (30) days after service of written notice
to Owner to cure any such breach or failure, except if a shorter notice or cure
period (such as for executing Post-Closing Leases and approving tenant prospects
and revisions to the Site Plan or leasing guidelines) or no notice or cure
period is specified in another provision of this Agreement, such breach or
failure to perform shall constitute an Event of Default and a material breach of
this Agreement on the part of Owner.

               12.4 NEWHALL'S REMEDIES. Upon the occurrence of any Event of
Default on the part of Owner as set forth in Section 12.3 above, Newhall shall
have the right to elect the arbitration pursuant to Articles 18 and 19 of this
Agreement. Newhall shall have the right to recover its actual damages resulting
from Owner's breach, plus interest at Wells Fargo's Prime Rate plus two percent
(2%) per annum on any late payments. Newhall shall also have the right to compel
specific performance of Owner's its obligations under the Agreement with respect
as well as any declaratory relief under the Expedited Arbitration provisions of
Article 19.

               12.5   REMEDIES - GENERALLY.

                      A. Cumulative Remedies. The right of either party to
exercise any of the remedies under this Article 12 upon the occurrence of an
Event of Default by the other party shall be cumulative to the maximum extent
permitted by law and this Agreement.

                      B. Expedited Arbitration. Either party shall have the
right to exercise the expedited arbitration rights pursuant to Section 19
(Expedited Arbitration) when minimizing the passage of time during a dispute
between the parties is critical (e.g., the loss of a prospective Post-Closing
Lease is imminent), including but not limited to the parties obligations to
timely and expeditiously, as applicable: approve of prospective tenants for
Post-Closing Leases, execute Post-Closing Leases, execute non-disturbance
agreements pursuant to Section 3.3, approve and execute documentation pertaining
to construction of and permitting of improvements, execute escrow disbursement
authorizations, Subsidy Reduction Amendments, or amendments to this Agreement
(collectively, the "Documents").

                      C. Stipulations for Remedies in Equity. The parties agree
that if any Documents are not timely and expeditiously approved and executed by
the appropriate party, irreparable harm will be caused to the other party. The
parties agree that delays in approving and executing the Documents, especially
when the successful execution of a prospective Post-Closing Lease is jeopardized
or actually lost, substantial damages are caused to the other party that are
impractical and impossible to calculate, thus rendering remedies at law
inadequate. The parties agree, any specific performance allowed by this
Agreement sought to compel the obligations

                                       22.

<PAGE>   106

under this Agreement, is "just" and "reasonable" within the meaning of
California Civil Code Section 3391.


                                   ARTICLE 13
                          SUBORDINATION AND ATTORNMENT

               13.1 SUBORDINATION. At Owner's option, this Agreement is and
shall be subordinate to any ground lease, mortgage, deed of trust and/or any
other hypothecation or security document and advances and obligations thereunder
now or hereafter placed upon the Center, and any renewals, modifications,
consolidations, replacements, and extensions thereof (collectively "Deed of
Trust"), provided Newhall's rights under this Agreement shall not be disturbed
as long as Newhall is not in default under this Agreement. Upon the request of
Owner, Newhall shall, from time to time, review, approve, execute and deliver
within ten (10) business days any documents or instruments that may be
reasonably required by Owner or the mortgagee, beneficiary, ground lessor or
Lender under any such Deed of Trust, to effectuate any subordination provided
Owner's Lender agrees not to disturb Newhall's rights under this Agreement as
long as Newhall is not in default under this Agreement. Such subordination shall
be subject to Newhall's written approval within such ten (10) business day
period, which shall not be unreasonably withheld, conditioned or delayed. If
Owner's Lender elects to have this Agreement prior to the lien of its Deed of
Trust, and gives written notice to Newhall of such election (after Newhall's
approval), this Agreement shall be deemed prior to such Deed of Trust regardless
of the respective dates of execution, delivery and recordation of this Agreement
and any such Deed of Trust.

               13.2 ATTORNMENT. Newhall hereby attorns to and shall recognize
Owner's Lender as Newhall's landlord under this Agreement and shall promptly
execute and deliver any instrument that Owner may require to evidence such
attornment, after Newhall approves of the instrument, which approval shall not
be unreasonably withheld or delayed.


                                   ARTICLE 14
                                  FORCE MAJEURE

               If either party under this Agreement is delayed or prevented from
the performance of any act required hereunder by reason of acts of God, labor
troubles, inability to procure materials, restrictive governmental laws or
regulations or other causes without fault and beyond the reasonable control of
the party obligated (financial inability excepted), performance of such act
shall be excused for the period of the delay and the period for the performance
of any such act shall be extended for a period equivalent to the period of such
delay, but no such event shall excuse Newhall's late payment of a Subsidy
payment.



                                       23.

<PAGE>   107

                                   ARTICLE 15
                                     NOTICES

               All notices, information, requests or replies ("Notice") required
or permitted to be given under this Agreement shall be given in writing and
shall be given or served either personally (including express or courier
service), facsimile or by depositing the same by United States registered or
certified mail postage prepaid, addressed to the addresses of Newhall and Owner
specified below, or at such other place as either Owner or Newhall may, from
time to time designate in a written notice given to the other. If a party sends
any notice by facsimile, such party shall send a hard copy of such notice by
overnight courier or messenger with guaranteed delivery the next business day.

Owner:                                    Newhall:                            
                                                                              
[Valencia Marketplace I, LLC]             The Newhall Land and Farming Company
[Valencia Marketplace II, LLC]            (A California Limited Partnership)  
c/o DSB Properties, Inc.                  23823 Valencia Boulevard            
3967 East Thousand Oaks Blvd., Suite G    Valencia, California  91355         
Westlake Village, California  91362       Attention:     Thomas E. Dierckman  
Attention:     David S. Blatt                            Senior Vice President
               President                  Phone:  805/255-4047                
Phone:  805/374-1700                      Fax:    805/259-2957         
Fax:    805/374-1703                                                   
                                          


with copies to:                           with copy to:                    
                                                                           
Donfeld Kelley & Rollman                  Brobeck, Phleger & Harrison LLP  
11845 West Olympic Blvd., Suite 1245      550 South Hope Street, Suite 2100
Los Angeles, California 90064-5026        Los Angeles, California  90071   
Attention:     Fredric A. Rollman, Esq.   Attention:     Jerry Walsh, Esq. 
Phone:  310/312-8080                      Phone:  213/745-3358             
Fax:    310/312-8014                      Fax:    213/239-1320      
                                                                           
                                          


and

McColgan & Vanni
199 South Los Robles Avenue, Suite 420
Pasadena, California  91101-2457
Attn:          Hugh McColgan, Esq.
Phone:  626/795-0226
Fax:    626/793-0148


                                       24.

<PAGE>   108


                                   ARTICLE 16
                                    AUTHORITY

               Newhall is a California limited partnership duly formed and
validly existing under the laws of the State of California; all the documents
executed by Newhall which are to be delivered to Owner are duly authorized,
executed, and delivered by Newhall and are legal, valid, and binding obligations
of Newhall enforceable against Newhall in accordance with their respective terms
(except to the extent that such enforcement may be limited by applicable
bankruptcy, insolvency, moratorium and other principles relating to or limiting
the right of contracting parties generally), and do not violate any provisions
of any agreement to which Newhall is a party or to which Newhall is subject.

               Owner hereby represents and warrants to Newhall that he has the
financial capacity to perform its obligations under this Agreement and that this
Agreement has been, and all the documents to be delivered by Owner to Newhall
are duly authorized, executed and delivered by Owner, are, and in the case of
the documents to be delivered, will be enforceable in accordance with their
respective terms (except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency, moratorium and other principles relating to
or limiting the rights of contracting parties generally), and do not, and will
not, violate any provisions of any agreement to which Owner is a party or to
which he is subject.


                                   ARTICLE 17
                                  MISCELLANEOUS

               17.1 The obligations of Newhall under this Agreement shall be
without recourse to the assets of any officer, shareholder, director, unitholder
or employee of Newhall or of any general partner of Newhall (excluding, however,
such general partner's interest in Newhall). The sole recourse of Owner for the
enforcement of any claims against Newhall arising out of this Agreement shall be
limited solely to the assets of Newhall.

               17.2 Any waiver, modification, consent or acquiescence with
respect to any provision of this Agreement shall be set forth in writing and
duly executed by or in behalf of the party to be bound thereby. No waiver by any
party of any breach hereunder shall be deemed a waiver of any other or
subsequent breach.

               17.3 This Agreement, and any subsequent amendments, may be
executed in any number of counterparts, and delivered by facsimile, each of
which shall be deemed an original, but all of which when taken together shall
constitute one and the same instrument. If this Agreement is executed and
delivered by facsimile, the party so executing and delivering the Agreement
shall deliver a hard copy to the other party by overnight courier with
guaranteed, next day delivery.

               17.4 Time is of the essence in the performance of and compliance
with each of the provisions and conditions of this Agreement. If the last day
for performing or exercising a party's obligations or rights under this
Agreement falls on a weekend or holiday, the time for

                                       25.

<PAGE>   109

performing or exercising a party's rights or obligations shall be extended to
the next business day immediately following any such weekend or holiday.

               17.5 The making, execution and delivery to this Agreement by the
parties hereto has been induced by no representations, statements, warranties or
agreements other than those expressly set forth herein.

               17.6 Wherever possible, each provision of this Agreement shall be
interpreted in such a manner as to be valid under applicable law, but, if any
provision of this Agreement shall be invalid or prohibited thereunder, such
invalidity or prohibition shall be construed as if such invalid or prohibited
provision had not been inserted herein and shall not affect the remainder of
such provision or the remaining provisions of this Agreement.

               17.7 The language in all parts of this Agreement shall be in all
cases construed simply according to its fair meaning and not strictly for or
against any of the parties hereto. Article and Section headings of this
Agreement are solely for convenience of reference and shall not govern the
interpretation of any of the provisions of this Agreement.

               17.8 This Agreement shall be governed by and construed in
accordance with the laws of the State of California. By executing this
Agreement, the parties waive their rights to a jury trial.

               17.9 If any arbitration or action is brought by either party
against the other party, the prevailing party shall be entitled to recover from
the other party reasonable attorneys fees, costs and expenses incurred in
connection with the prosecution or defense of such action.

               17.10 This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and to their respective transferees,
successors, and assigns, except that Newhall may not assign its rights or
delegate its obligations hereunder without Owner's consent in its sole and
absolute discretion, unless such assignment or delegation is in connection with
a merger, reorganization, consolidation or sale of all or substantially all of
the assets of Newhall's Valencia Company division. This Agreement is not
intended and shall not be deemed or construed to create any rights in any third
parties.

               17.11 All Exhibits attached hereto are incorporated by reference.

               17.12 If there is any conflict between any provisions contained
in this Agreement and the Purchase Agreement, this Agreement shall control.

               17.13 If Newhall converts to a private company, Newhall will
provide Owner's Lender with annual financial statements in a form reasonably
acceptable to Owner's Lender.

                                       26.

<PAGE>   110

                                   ARTICLE 18
                                   ARBITRATION

               Any dispute between the parties hereto shall be determined by
arbitration. Whenever any such dispute arises between the parties hereto in
connection with this Agreement and either party gives written notice to the
other that such dispute shall be determined by arbitration, then (unless the
Expedited Arbitration procedures of Article 19 apply) within twenty (20) days
after the giving of the notice, both parties shall select and hire one member
("Judge") of the panel of Judicial Arbitration and Mediation Services, Inc.
("JAMS"). The Judge shall be a retired judge experienced with commercial real
property disputes in the County in which the Property is located. As soon as
reasonably possible, but no later than thirty (30) days after the Judge is
selected, the Judge shall schedule the arbitration hearing at a location
reasonably acceptable to Newhall, Owner and the Judge. The Judge shall determine
the matter within ten (10) days after the conclusion of any such arbitration
hearing. The arbitration hearing shall be conducted in accordance with JAMS'
procedures for major matters, except as provided otherwise in this Agreement.
All determinations by the Judge shall be binding on Owner and Newhall and may be
entered into a court of competent jurisdiction. Each party shall pay one-half
the costs and expenses of the Judge.


               If Judicial Arbitration and Mediation Services, Inc. ceases to
exist, and either party gives written notice to the other that a dispute shall
be determined by arbitration, then, unless agreed otherwise in writing by the
parties, all arbitrations hereunder shall be governed by California Code of
Civil Procedure Sections 1280 through 1294.2, inclusive, as amended or
recodified from time to time, to the extent they do not conflict with this
Article. Any determination by arbitration hereunder may be entered in any court
having jurisdiction. Within ten (10) days after delivery of such notice, each
party shall select an arbitrator with at least five (5) years' experience in
commercial real property transactions in the County in which the Property is
located and advise the other party of its selection in writing. The two
arbitrators so named shall meet promptly and shall name a third arbitrator
within the succeeding period of five (5) days. Said three arbitrators thereafter
shall schedule an arbitration hearing with Owner and Newhall at a mutually
convenient place within thirty (30) days thereafter and shall render a decision
within ten (10) days after the conclusion of the arbitration hearing. The
decision of any two (2) of said arbitrators rendered in writing and delivered to
the parties hereto shall be final and binding on the parties.

               If either party fails to appoint an arbitrator within the
prescribed time, and/or if either party fails to appoint an arbitrator with the
qualifications specified herein, and/or if any two arbitrators are unable to
agree upon the appointment of a third arbitrator within the prescribed time,
then the Superior Court of the County in which the Property is located may, upon
request of any party, appoint such arbitrators, as the case may be, and the
arbitrators as a group shall have the same power and authority to render a final
and binding decision as where the appointments are made pursuant to the
provisions of the preceding paragraph. All arbitrators shall be individuals with
at least five (5) years' experience negotiating or arbitrating disputes arising
out of commercial real property transactions in the County where the Property is
located.

                                       27.

<PAGE>   111

All determinations by arbitration hereunder, including by the Judge, shall be
binding upon Owner and Newhall and may be entered in any court having
jurisdiction.

NOTICE:        BY INITIALLING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE
               ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE
               "ARBITRATION OF DISPUTES", PROVISION DECIDED BY NEUTRAL
               ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE
               GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE
               LITIGATED IN A COURT OR JURY TRIAL.  BY INITIALLING IN THE
               SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO
               DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY
               INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION.  IF YOU
               REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS
               PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE
               AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.  YOUR
               AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.  WE
               HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO
               SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE
               "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION.

               ------------------------             ------------------------
               OWNER                                NEWHALL


                                   ARTICLE 19
                              EXPEDITED ARBITRATION

               Whenever this Agreement calls for an Expedited Arbitration, such
arbitration shall be conducted under this Article 19. An arbitration under this
Section ("Expedited Arbitration") shall be conducted by one neutral Arbitrator
(who shall be a commercial real estate lawyer or professional property manager
with at least ten (10) years experience in connection with the ownership,
leasing, development and management of first-class, shopping centers in Los
Angeles County) mutually agreed upon by both parties, or if the parties cannot
agree on a single arbitrator within five (5) business days after this Article 19
is invoked, then by the Presiding Judge of the Superior Court of the County of
Los Angeles, who shall select such single arbitrator from a list of no more than
five (5) names submitted by each party prior to the hearing before such judge.
The Arbitrator so selected shall then hold a hearing within five (5) business
days after its selection, at which time each party may present its position on
the issue in question, with any written documents and testimony of witnesses
that such party believes are necessary to support its position; provided,
however, that no party shall be permitted to present more than eight (8) hours
of witness testimony and argument to the Arbitrator, unless both parties agree
otherwise. There shall be no discovery procedures allowed in connection with
such Expedited Arbitration, and no party shall have any contact with the
Arbitrator except at the hearing. The Arbitrator shall render its decision on
the issue by a written notice to the parties involved within five (5) business
days after concluding the hearing (which may be adjourned by the Arbitrator in
its reasonable discretion). The decision of the Arbitrator shall be final and
binding on the parties for the purposes of this Agreement. Except as provided
otherwise herein, such arbitration shall

                                       28.

<PAGE>   112

be conducted in accordance with the Commercial Arbitration Rules of the American
Arbitration Association.

               OWNER AND NEWHALL HAVE CAREFULLY READ AND REVIEWED THIS AGREEMENT
AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS
AGREEMENT, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY
AGREE THAT, AT THE TIME THIS AGREEMENT IS EXECUTED, THE TERMS OF THIS AGREEMENT
ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF OWNER AND
NEWHALL WITH RESPECT TO THIS AGREEMENT.

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

"NEWHALL":                                      "OWNER":                       
                                                                               
THE NEWHALL LAND AND FARMING                    [VALENCIA MARKETPLACE I,       
COMPANY (A California Limited                   LLC/VALENCIA MARKETPLACE       
Partnership)                                    II, LLC], a California Limited 
                                                Liability Company              
By:   NEWHALL MANAGEMENT LIMITED                                               
      PARTNERSHIP, a California Limited                                        
      Partnership, Managing General Partner                                    
                                                By:                            
                                                   -----------------------------
      By:   NEWHALL MANAGEMENT                                                 
            CORPORATION, a California                 Its:                     
            corporation, Managing                         ----------------------
            General Partner                              
                                                By:                             
            By:                                    -----------------------------
               --------------------------                                      
                 Its:                                 Its:                      
                    ---------------------                 ----------------------
                                                                               
            By:                                                                
              ---------------------------
                 Its:
                     --------------------


                                       29.


<PAGE>   113

                                  EXHIBIT "A-1"

                   (LEGAL DESCRIPTION OF VALENCIA MARKETPLACE)

               Exhibit A-1 to Amended and Restated Rental Subsidy Agreement by
and between The Newhall Land and Farming Company (A California Limited
Partnership), and [Valencia Marketplace I, LLC] [Valencia Marketplace II, LLC],
dated as of ____________ __, 1998.

               The land referred to in this report is situated in the State of
California, County of Los Angeles and is described as follows:

               Parcels 1 through 21 of Vesting Tentative Parcel Map 8676.




                                  EXHIBIT "A-1"

                                       -1-

<PAGE>   114

                                  EXHIBIT "A-2"

                 (LEGAL DESCRIPTION OF POWER/PROMOTIONAL CENTER)



               Exhibit A-2 to Amended and Restated Rental Subsidy Agreement by
and between The Newhall Land and Farming Company (A California Limited
Partnership), and [Valencia Marketplace I, LLC] [Valencia Marketplace II, LLC],
dated as of ____________ ___, 1998.

               The land referred to in this report is situated in the State of
California, County of Los Angeles and is described as follows:

               Parcels 9 through 21 of Vesting Tentative Parcel Map 8676.


                                  EXHIBIT "A-2"
                                       -1-

<PAGE>   115

                                  EXHIBIT "A-3"

                (LEGAL DESCRIPTION OF COMMUNITY CENTER/TRIANGLE)



               Exhibit A-3 to Amended and Restated Rental Subsidy Agreement by
and between The Newhall Land and Farming Company (A California Limited
Partnership), and [Valencia Marketplace I, LLC] [Valencia Marketplace II, LLC],
dated as of ___________ ___, 1998.

               The land referred to in this report is situated in the State of
California, County of Los Angeles and is described as follows:

            Parcels 1 through 8 of Vesting Tentative Parcel Map 8676.


                                  EXHIBIT "A-3"
                                       -1-

<PAGE>   116

                                    EXHIBIT B

                                   (SITE PLAN)

               Exhibit B to Amended and Restated Rental Subsidy Agreement by and
between The Newhall Land and Farming Company (A California Limited Partnership),
and [Valencia Marketplace I, LLC] [Valencia Marketplace II, LLC], dated as of
__________ ___, 1998.


                                    EXHIBIT B


<PAGE>   117
                                    EXHIBIT C

                                   (PRO-FORMA)


            Exhibit C to Amended and Restated Rental Subsidy Agreement by and
between The Newhall Land and Farming Company (A California Limited Partnership),
and [Valencia Marketplace I, LLC] [Valencia Marketplace II, LLC], dated as of
____________ ____, 1998.


                                    EXHIBIT C
                                       -1-
<PAGE>   118
                                   EXHIBIT D-1

                          (SUBSIDY REDUCTION AMENDMENT)
                       (NEW LEASES AND POST-CLOSING LEASES


            Exhibit D-1 to Amended and Restated Rental Subsidy Agreement by and
between The Newhall Land and Farming Company (A California Limited Partnership),
and [Valencia Marketplace I, LLC] [Valencia Marketplace II, LLC], dated as of
____________ ____, 1998.


                                   EXHIBIT D-1
                                       -1-
<PAGE>   119
                                   EXHIBIT D-2

                          (SUBSIDY REDUCTION AMENDMENT)
                                    (GENERAL)


            Exhibit D-2 to Amended and Restated Rental Subsidy Agreement by and
between The Newhall Land and Farming Company (A California Limited Partnership),
and [Valencia Marketplace I, LLC] [Valencia Marketplace II, LLC], dated as of
__________ ____, 1998.


                                   EXHIBIT D-2
                                       -1-
<PAGE>   120
                                    EXHIBIT E

                             (STANDARD IMPROVEMENTS)


            Exhibit E to Amended and Restated Rental Subsidy Agreement by and
between The Newhall Land and Farming Company (A California Limited Partnership),
and [Valencia Marketplace I, LLC] [Valencia Marketplace II, LLC], dated as of
___________ ____, 1998.


                                    EXHIBIT E
                                       -1-
<PAGE>   121
                                    EXHIBIT F

                             (INTENTIONALLY OMITTED)


                                    EXHIBIT F
                                       -1-
<PAGE>   122
Exhibit G omitted in accordance with Item 601(b)(2) of Regulation S-K.


The Newhall Land and Farming Company will furnish supplementally a copy of any
omitted annex, schedule or exhibit to the Securities and Exchange Commission
upon request; provided, however, that The Newhall Land and Farming Company may
request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for
any annex, schedule or exhibit so furnished.