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


           SIXTH  AMENDMENT  TO  THE  SECOND  AMENDED AND RESTATED AGREEMENT OF
LIMITED  PARTNERSHIP  OF PRICE DEVELOPMENT COMPANY,  LIMITED  PARTNERSHIP  (the
"Partnership"), dated as of July 15, 1999 (the "Partnership Agreement"), by and
among JP Realty, Inc.,  as  general  partner  (the  "General Partner"), and the
Persons whose names are set forth on EXHIBIT A attached  thereto  and any other
Persons who may have become partners in the Partnership as provided therein, as
limited  partners  (the  "Limited  Partners").  Capitalized terms used but  not
otherwise defined in this Sixth Amendment shall have the same meanings ascribed
to them in the Partnership Agreement.

                          W I T N E S S E T H:

           WHEREAS, pursuant to Section 11.4.C of  the  Partnership  Agreement,
the  General  Partner  has approved the restatement of the Schedule of Partners
set  forth  on  EXHIBIT  A to  the  Partnership  Agreement  (the  "Schedule  of
Partners")  that reflects the  current  composition  of  the  Partners  of  the
Partnership;

           WHEREAS,  pursuant  to  Section 14.1.D of the Partnership Agreement,
the General Partner has approved the  restatement  of the Schedule of Obligated
Partners set forth on EXHIBIT B to the Partnership Agreement  (the "Schedule of
Obligated Partners") that identifies each Obligated Partner of  the Partnership
and such Obligated Partner's respective Restoration Amount; and

           WHEREAS,  pursuant to Section 4.2 of the Partnership Agreement,  the
General Partner is authorized  to  enter into this Sixth Amendment for purposes
of amending the Partnership Agreement  to  include the Schedule of Partners and
the Schedule of Obligated Partners attached hereto.

           NOW, THEREFORE, pursuant to Sections  4.2,  11.4.C and 14.1.D of the
Partnership  Agreement,  the  General  Partner  hereby amends  the  Partnership
Agreement as follows:

           1.   SCHEDULE OF PARTNERS.  The Schedule  of  Partners  which is set
forth  on  EXHIBIT  A  to  the  Partnership Agreement is hereby deleted in  its
entirety and replaced by the Schedule of Partners on EXHIBIT A attached to this
Amendment.

           2.   SCHEDULE OF OBLIGATED  PARTNERS.   The  Schedule  of  Obligated
Partners which is set forth on EXHIBIT B to the Partnership Agreement is hereby
deleted  in its entirety and replaced by the Schedule of Obligated Partners  on
EXHIBIT B attached to this Amendment.

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


                                                                   NYA 329146.1


<PAGE>




IN  WITNESS  WHEREOF,  this  Amendment  has  been  duly executed by the General
Partner on behalf of the Partnership and the admitted Limited Partner as of the
day and year set forth below.

<TABLE>
<CAPTION>
DATED: January 23, 2001          GENERAL PARTNER:
<S>                              <C>
                                 J.P. REALTY, INC.
                                 By: /s/ G. Rex Frazier
                                    ------------------------
                                    Name: G. Rex Frazier
                                    Title:  President



                                                                   NYA 329146.1


<PAGE>
                                   EXHIBIT A
                                   ---------
                      PARTNERS AND PARTNERSHIP INTERESTS
                      ----------------------------------

</TABLE>
<TABLE>
<CAPTION>
                                                   Partnership      Percentage
                  Name of Partner                     Units          Interest
-------------------------------------------------------------------------------
<S>                                                <C>              <C>
General Partner
---------------
JP Realty, Inc.
35 Century Park-Way
Salt Lake City, Utah 84115                           16,219,290       81.68727%

LIMITED PARTNERS
----------------
Boise Mall Investment Company, Ltd.                     824,411        4.15208%
Brown, Mike                                                 125        0.00063%
Butterworth, Jodi                                           150        0.00076%
Bybee, Terry                                                320        0.00161%
Cache Valley Mall Partnership, Ltd.                     328,813        1.65604%
Chandler, Harry                                             100        0.00050%
Clauson, Pat                                                100        0.00050%
Cloward, Burke                                           35,460        0.17859%
Cordano, Alan                                               765        0.00385%
Cordano, James                                            1,531        0.00771%
Curtis, Greg                                                 24        0.00012%
East Ridge Partnership                                      100        0.00050%
Enslow, Mike                                                320        0.00161%
Fairfax Holding, LLC                                    786,226        3.95977%
Frank, Alan                                               5,486        0.02763%
Frazier, G. Rex                                           3,680        0.01853%
Frei, Michael                                             6,817        0.03433%
Gillette, Jerry                                             100        0.00050%
Hall Investment Company                                  10,204        0.05139%
Hansen, Kenneth                                           5,102        0.02570%
JCP Realty, Inc.                                        350,460        1.76507%
KFC Advertising                                           5,487        0.02763%
Kelley, Chad                                                125        0.00063%
Kelley, Paul                                                 25        0.00013%
King American Hospital, Ltd.                             63,424        0.31943%
King Provo, Ltd.                                         64,872        0.32672%
King, Warren P.                                           6,244        0.03145%
Mendenhall, Paul K.                                         214        0.00108%
Mulkey, Tom                                                 100        0.00050%
North Plains Development Company, Ltd.                   19,033        0.09586%
North Plains Land Company, Ltd.                           1,758        0.00885%
Olson, Carl                                               1,894        0.00954%
Orton, Byron                                                125        0.00063%
Peterson, Martin G.                                         692        0.00349%
Pine Ridge Development Company, Ltd.                     77,641        0.39103%
Pine Ridge Land Company, Ltd.                             5,176        0.02607%
Price, John                                                 200        0.00101%
Price, Steven                                               350        0.00176%

<PAGE>
                                   EXHIBIT A
                                   ---------
                      PARTNERS AND PARTNERSHIP INTERESTS
                      ----------------------------------

</TABLE>
<TABLE>
<CAPTION>
                                                   Partnership      Percentage
                  Name of Partner                     Units          Interest
-------------------------------------------------------------------------------
<S>                                                <C>              <C>
LIMITED PARTNERS (CONTINUED)
----------------
Price 800 Company, Ltd.                                 156,615        0.78878%
Price Commerce, Ltd.                                     63,423        0.31943%
Price East Bay, Ltd.                                     37,157        0.18714%
Price Eugene Bailey Company, Ltd.                        17,497        0.08812%
Price Fremont Company, Ltd.                             166,315        0.83763%
Price Glendale Company, Ltd.                              3,935        0.01982%
Price Orem Investment Company, Ltd.                      66,747        0.33617%
Price Plaza 800 Company, Ltd.                            12,199        0.06144%
Price Riverside Company, Ltd.                            10,983        0.05532%
Price Rock Springs Company, Ltd.                         11,100        0.05590%
Price Taywin Company, Ltd.                              106,381        0.53578%
Priet, Nettie                                               100        0.00050%
Red Cliff Mall Investment Company                       167,379        0.84299%
Roebbelen Engineering                                    72,000        0.36262%
Souvall, Sam                                             23,371        0.11771%
Taycor Ltd.                                              35,462        0.17860%
Tech Park II Company, Ltd.                                4,929        0.02482%
Vise, Phil                                                  160        0.00081%
Watcott, Keith                                           35,460        0.17859%
Watkins, Gary                                             5,102        0.02570%
Wilcher, Abe                                              5,306        0.02672%
Wilcher, Lena                                            10,000        0.05036%
YSP                                                      16,787        0.08455%
                                                   ------------     -----------
Total                                                19,855,352      100.00000%
                                                   ------------     -----------

SSB Tax Advantaged Exchange Fund I REIT, INC.           510,000      100.00000%{1}
                                                   ------------     -----------

Belcrest Realty Corporation                           2,575,000       73.02632%{2}
Belair Real Estate Corporation                        1,225,000       26.97368%{2}
                                                   ------------     -----------
                                                      3,800,000      100.00000%
                                                   ------------     -----------

SSB Tax Advantaged Exchange Fund III REIT, INC.         320,000      100.00000%{3}
                                                   ------------     -----------
</TABLE>


1.    Represents all of the Series A Preferred Units issued by the Partnership.
2.    Represents  a  percentage  of  the Series B Preferred Units issued by the
      Partnership.
3.    Represents all of the Series C Preferred Units issued by the Partnership.


                                                                   NYA 329146.1


<PAGE>




                                   EXHIBIT B

                          LIST OF OBLIGATED PARTNERS

<TABLE>
<CAPTION>

Obligated Partner                                      Restoration Amount
---------------------------------------                ------------------
<S>                                                    <C>
Boise Mall Investment Co., Ltd.                        $       10,431,599
Cache Valley Mall Partnership, Ltd.                    $        2,904,771
Curtis, Greg                                           $           12,971
Fairfax Holding LLC                                    $       37,653,048
Frazier, G. Rex                                        $          433,980
Frei, Michael                                          $          196,483
James J. Cordano Jr. Children's Trust                  $          500,000
JCP Realty, Inc.                                       $        2,499,998
King American Hospital, Ltd.                           $          146,152
Price Eastbay, Ltd.                                    $          200,959
King, Warren P.                                        $        1,251,609
Mendenhall, Paul K.                                    $           20,005
North Plains Dev. Company, Ltd.                        $        6,019,636
Olson, Carl                                            $          360,904
Peterson, Martin G.                                    $          357,433
Pine Ridge Development Co., Ltd.                       $       18,497,363
Pine Ridge Land Company, Ltd.                          $          512,354
Price Commerce, Ltd. (fka KP Associates, Ltd.)         $          146,152
Price Freemont Company, Ltd.                           $          219,959
Price Glendale Company                                 $        4,201,870
Price Rock Springs Company, Ltd.                       $        6,403,285
Price, John                                            $            9,326
Red Cliffs Mall Inv. Co., Ltd.                         $        1,379,310
</TABLE>






                                                                   NYA 329146.1