FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
                AGREEMENT OF LIMITED PARTNERSHIP OF
          PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP

     The  undersigned,  being the sole general partner of Price Development
Company, Limited Partnership  (the  "Partnership"),  a  limited partnership
formed  under  the  Maryland  Revised Uniform Limited Partnership  Act  and
pursuant to the terms of that certain Second Amended and Restated Agreement
of Limited Partnership, dated July  15, 1999 (the "Partnership Agreement"),
does hereby amend the Partnership Agreement as follows:

     Capitalized terms used but not defined  in  this First Amendment shall
have  the  same  meanings  that  are  ascribed to them in  the  Partnership
Agreement.

     1.   EXHIBIT OF OBLIGATED PARTNERS.   EXHIBIT  B  to  the  Partnership
Agreement is hereby deleted in its entirety and replace by EXHIBIT B hereto
which  identifies  each  Obligated  Partner  of  the  Partnership  and such
Obligated Partner's respective Restoration Amount.

     2.   RATIFICATION.    Except  as  expressly  modified  by  this  First
Amendment, all of the provisions  of the Partnership Agreement are affirmed
and ratified and remain in full force and effect.

Dated: July 21, 1999





                         JP REALTY, INC.,
                         as general partner



                         By:  /s/ G. REX FRAZIER
                              ----------------------
                              Name: G. Rex Frazier
                              Title: President
<PAGE> 1
                             EXHIBIT B

                    LIST OF OBLIGATED PARTNERS


<TABLE>
<CAPTION>
            Obligated Partner                                        Restoration Amount{1}
<S>                                       <C>          <C>
Boise Mall Investment Co., Ltd.{2}                     $10,431,500 less 21.32857% of the Guaranteed
                                                       Amount (which amount will initially equal
                                                       $3,857,332)
Cache Valley Mall Partnership, Ltd.                    $2,904,771 less the Guaranteed Amount (which
                                                       will initially equal $1,074,108)
Curtis, Greg                                           $12,971 less the Guaranteed Amount (excluding
                                                       the Allocable Share) (which amount will
                                                       initially equal $4,796)
Fairfax Holding, LLC                                   $37,653,048 less the Guaranteed Amount and
                                                       Allocable Share (which amount will initially
                                                       equal $13,923,110)
Frazier, G. Rex                                        $433,980 less the Guaranteed Amount (excluding
                                                       the Allocable Share) (which amount will
                                                       initially equal $160,474)
Frei, Michael                                          $196,483 less the Guaranteed Amount (which
                                                       amount will initially equal $72,654)
James J. Cordano Jr. Children's Trust                  $500,000
JCP Realty, Inc.                                       $2,499,998
King American Hospital, Ltd.{3}                        $146,152 less 50% of the Guaranteed Amount
                                                       (which amount will initially equal $54,043)
Price Eastbay, Ltd.{4}                                 $200,959 less the Guaranteed Amount (which
                                                       amount will initially equal $74,309)
King, Warren P.                                        $1,251,609 less the Guaranteed Amount (which
                                                       will initially equal $462,812)
Mendenhall, Paul K.                                    $20,005 less the Guaranteed Amount (excluding
                                                       the Allocable Share) (which amount will
                                                       initially equal $7,397)
North Plains Development Company, Ltd.                 $6,019,636 less the Guaranteed Amount (which
                                                       amount will initially equal $2,225,904)
Olson, Carl                                            $360,904 less the Guaranteed Amount (which
                                                       amount will initially equal $133,453)
Peterson, Martin G.                                    $357,433 less the Guaranteed Amount (excluding
                                                       the Allocable Share) (which amount will
                                                       initially equal $132,169)
Pine Ridge Development Co., Ltd.                       $18,497,363 less the Guaranteed Amount (which
                                                       amount will initially equal $6,839,840)
Pine Ridge Land Company, Ltd.                          $512,354 less the Guaranteed Amount (which
                                                       amount will initially equal $189,455)
Price Commerce, Ltd. (fka KP Associates, Ltd.)         $146,152 less 50% of the Guaranteed Amount
                                                       (which amount will initially equal $54,043)
<PAGE> 2
Price Fremont Company, Ltd.                            $219,959 less the Guaranteed Amount (which
                                                       amount will initially equal $81,335)
Price Glendale Company                                 $4,201,870 less the Guaranteed Amount (which
                                                       amount will initially equal $1,553,741)
Price Rock Springs Company, Ltd.                       $6,403,285 less the Guaranteed Amount (which
                                                       amount will initially equal $2,367,767)
John Price                                             $9,326
Red Cliff Mall Inv. Co., Ltd.                          $1,379,310 less the Guaranteed Amount (which
                                                       amount will initially equal $510,033)
</TABLE>

1    The  term  "Allocable  Share"  means  the  portion  of  the
     Guaranteed   Amount  of  a  partner  that   was   originally
     guaranteed by  such  partner  as  a  partner  of  Boise Mall
     Development  Co.,  Ltd. and is currently being allocated  to
     such Obligated Partner as a partner of Boise Mall Investment
     Co., Ltd.

2    With respect to Boise  Mall Investment Co., Ltd., its Guaranteed Amount
     shall  include  the  amount   of   Price   Capital   Corp.  $95  million
     Collateralized  Notes  due  2001  currently directly guaranteed  by  its
     current  partners pursuant to that Limited  Guarantee  Agreement,  dated
     January 21,  1994,  by  and  among  Boise  Mall  Development  Co., Ltd.,
     Continental  Bank,  N.A., and certain partners of Boise Mall Development
     Co., Ltd.

3    With respect to King  American  Hospital,  Ltd.,  its Guaranteed Amount
     shall   include   the   amount  of  Price  Capital  Corp.  $95   million
     Collateralized Notes due 2001 directly guaranteed by KP Associates, Ltd.
     pursuant to that Limited Guarantee Agreement, dated January 21, 1994, by
     and among KP Associates,  Ltd.,  Continental  Bank,  N.A.,  and  certain
     partners of KP Associates, Ltd.

4    With  respect  to Price Eastbay, Ltd., its respective Guaranteed Amount
     shall  include  the   amount   of   Price   Capital  Corp.  $95  million
     Collateralized Notes due 2001 directly guaranteed  by  Price Provo, Ltd.
     pursuant to that Limited Guarantee Agreement, dated January 21, 1994, by
     and  amount  Price  Provo,  Ltd.  Continental  Bank, N. A., and  certain
     partners of Price Provo, Ltd.
<PAGE> 3