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                                                               EXHIBIT 10(p)

                        REAL ESTATE MANAGEMENT AGREEMENT

          THIS AGREEMENT is made this 1st day of July, 1996, between GGP
Limited Partnership, a Delaware limited partnership, having an office at 55 West
Monroe, Chicago, Illinois, 60603, ("Owner"), and GENERAL GROWTH MANAGEMENT,
INC., a Delaware corporation, having a principal address at 55 West Monroe,
Chicago, Illinois, 60603 ("Agent").

                                   WITNESSETH

     In consideration of the Covenants herein contained and for other good and
valuable consideration, the parties hereto agree as follows:

                                   ARTICLE I
                       APPOINTMENT AND AUTHORITY OF AGENT

     1.1 Owner owns the shopping centers (each individually referred to as the
"Premises"), identified on Exhibit A attached hereto and made a part hereof.
Owner hereby appoints Agent as the exclusive managing and leasing agent for the
Premises, and hereby authorizes Agent to exercise such powers with respect to
the Premises as is permitted herein, and as may be necessary for the performance
of Agent's obligations under Article II, and Agent accepts such appointment on
the terms and conditions hereinafter set forth for the term provided in Article
V. Agent shall have no right or authority, express or implied, to commit or
otherwise obligate Owner in any manner whatsoever except to the extent
specifically provided herein and agrees that it shall not hold itself out as
having authority to act on behalf of Owner in any manner which is beyond the
scope of the terms of this Agreement.

                                   ARTICLE II
                               AGENT'S AGREEMENT

     2.1 Agent, on behalf of Owner, shall implement, or cause to be implemented,
the decisions of Owner and shall conduct the ordinary and usual business affairs
of Owner as provided in this Agreement. Agent shall at all times conform to the
policies and programs established by Owner and the scope of Agent's authority
shall be limited to said policies. Agent shall act in a fiduciary capacity with
respect to the cash and cash equivalent assets of Owner which are within the
custody or control of Agent. Agent shall deal at arm's length with all parties
and serve Owner's interests at all times. All undertakings incurred by Agent on
behalf of Owner in accordance with this Agreement shall be at the cost and
expense of Owner unless otherwise provided for herein. Agent agrees to use
diligent efforts in the management and operation of the Premises. Agent shall
perform the following duties in connection with the management and operation of
the Premises:


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(a)  Contract, for periods limited to Owner's possession of the Premises, but
     not in excess of one (1) year, in the name of Owner, for gas, electricity,
     water and such other services as are being currently furnished to the
     Premises. Service contracts shall be written to include a provision
     allowing termination by Owner upon 30 days' notice whenever possible. All
     service contracts in effect at the date hereof for the Premises, including
     the terms thereof (with cancellation right, if any), the services provided
     thereunder and the charges called for thereby, should be detailed in the
     annual budget package. No such contract, other than for water or utilities,
     which involves an expenditure in excess of the amount set forth in
     paragraph 3 of Exhibit A attached hereto shall hereinafter be entered into
     by Agent without the prior approval of Owner.

     (b) Select, employ, pay, supervise, direct and discharge all employees
     necessary for the proper, safe and economic operation and maintenance of
     the Premises, in number and at wages in accordance with industry practices
     and the annual budget, carry Worker's Compensation Insurance (and, when
     required by law, compulsory Non-Occupational Disability Insurance) covering
     such employees, and use reasonable care in the selection and supervision of
     such employees. Agent shall keep bi-weekly time sheets which shall be
     available for inspection by Owner. Agent shall prepare or cause to be
     prepared and timely filed and paid, all necessary returns, forms and #
     payments in connection with unemployment insurance, medical and life
     insurance policies, pensions, withholding and social security taxes and all
     other taxes relating to said employees which are imposed by any federal,
     state or municipal authority. Agent shall also provide usual management
     services in connection with labor relations and shall prepare, maintain and
     file all necessary reports with respect to the Fair Labor Standards Act and
     all other required statements and reports pertaining to labor employed at
     the Premises. Agent shall use diligent efforts to comply with all laws and
     regulations and collective bargaining agreements, if any, affecting such
     employment. Owner shall have the right to review and approve all collective
     bargaining agreements which affect the Premises prior to their
     implementation or acceptance by Agent. Agent shall be and shall continue
     throughout the term of this Agreement to be an equal opportunity employer.
     All persons employed in connection with the operation and maintenance of
     the Premises shall be employees of Agent or employees of contractors
     approved by Owner to provide contract services to the Premises.

     (c) Keep the Premises in a safe, clean, rentable and sightly condition and
     make and contract for all repairs, alterations, replacements, and
     installations, do all decorating and landscaping, and purchase all supplies
     necessary for the proper operation of the Premises or the fulfillment of
     Owner's obligations under any lease, operating agreement or other agreement
     or compliance with all governmental and insurance requirements, provided
     that, except as provided in Section 2.4 hereof, Agent shall not make any
     purchase or do any work, the cost of which shall exceed the approved budget
     or the amount set forth in paragraph 3 of Exhibit A attached hereto,
     without obtaining in each instance the prior approval of Owner, except in
     circumstances which Agent shall deem to constitute an emergency requiring
     immediate action for the protection of the Premises or of tenants or other
     persons or to avoid the suspension of necessary services or in order to
     cure any violation or other condition which would subject Owner or Agent to
     any criminal penalty or any civil fine in excess of $5,000.00. Agent shall
     notify Owner immediately of the necessity for, the nature of, and the cost
     of, any such emergency repairs or any action to cure any such violation or
     other condition. Agent shall arrange for and supervise, on behalf of Owner,
     the performance of all


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     alterations and other work to prepare or alter space in the Premises for
     occupancy by tenants thereof. If Owner shall require, Agent shall submit a
     list of contractors and subcontractors performing tenant work, repairs,
     alterations or services at the Premises under Agent's direction.

     It is understood that Agent shall not be required to undertake the making
     or supervision of extensive reconstruction of the Premises or any part
     thereof except after written agreement by the parties hereto as to any
     additional fee to be paid for such services.

     Owner shall receive the benefit of all discounts and rebates obtainable by
     Agent in its operation of the Premises, except that Agent shall be
     permitted to keep up to a five percent rebate for goods purchased for the
     Premises through Agent's central purchasing department. When requested by
     Owner, Agent agrees to obtain competitive bids for the performance of any
     work at the Premises, to furnish copies of such bids to Owner and to accept
     such bid as Owner may direct.

     If Agent desires to contract for repair, construction or other service
     described in this paragraph (c) (other than work done at the request of a
     tenant and at the tenant's sole cost and expense, hereinafter referred to
     as "Tenant Work") with a party with respect to which any partner or
     shareholder of Agent holds a beneficial interest, or with any subsidiary,
     affiliate or related corporation in which Agent shall have a financial
     interest, such interest shall be disclosed to, and approved by, Owner
     before such services are procured. The cost of any such services shall
     likewise be at competitive rates, notwithstanding that tenants of the
     Premises may be required to pay such costs. Agent, or the general
     contractor working under the supervision of Agent, is authorized to make
     and install Tenant Work, and Agent may collect from such tenant or such
     general contractor, for its sole account, its charge for supervisory
     overhead on all such Tenant Work. Agent shall hold Owner harmless from any
     claims which may be advanced by any such tenant in connection with Tenant
     Work performed by Agent or under Agent's supervision. Agent, however, shall
     not require any tenant to use Agent, its subsidiary, affiliate or related
     corporation or its general contractor to perform such Tenant Work.

     (d) Handle promptly complaints and requests from tenants and parties to
     reciprocal easement and/or operating agreements, notify Owner of any major
     complaint made by any such tenant or party and notify owner promptly
     (together with copies of supporting documentation) of: the receipt of any
     notice of violation of any governmental requirements; any known orders or
     requirements of insurers, insurance rating organizations, Board of Fire
     Underwriters or similar bodies; any known defect in the Premises; any known
     fire or other damage to the Premises, and, in the case of any serious fire
     or other serious damage to the Premises, Agent also shall immediately
     provide telephone notice thereof to Owner's General Insurance Of rice, so
     that an insurance adjuster can view the damage before repairs are started.
     and complete customary loss reports in connection with fire or other damage
     to the Premises.

     (e) Notify Owner's General Liability Insurance carrier and Owner promptly
     of any personal injury or property damage known to Agent occurring to or
     claimed by any tenant or third party on or with respect to the Premises and
     promptly forward to the carrier, completed insurance forms, any summons,
     subpoena, or other like legal document served upon Agent relating to actual
     or
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     alleged potential liability of Owner, Agent, or the Premises, with copies
     to Owner of all such documents.

     (f) Advise Owner of those exceptions in leases, operating agreements and
     other agreements in which the tenants or parties to such agreements do not
     agree to hold Owner harmless with respect to liability from any accidents.

     (g) At the option of Owner, receive and collect rent and all other monies
     payable to Owner by all tenants and licensees in the Premises and by all
     other parties including department stores under ground leases and
     reciprocal easement agreements and tenants under leases of free-standing
     stores. In this connection, Agent shall calculate all amounts due to Owner
     from such tenants, licensees and other parties, including annual or
     periodic adjustments where applicable, and shall, when appropriate, submit
     statements or invoices to such tenants, licensees and parties. Agent shall
     deposit the same promptly in the banks periodically designated by Owner
     (the "Bank") in accounts with title including a distinctive portion of
     Agent's name and such designation as Owner may direct (the "Bank Account"),
     which account shall be used exclusively for such funds. Owner's
     representative will be a signatory on all bank accounts maintained by Agent
     and such representative's signature shall be required on all checks in
     excess of $100,000.00 and for withdrawals in excess of $2,000,000.00 in any
     month. All amounts received by Agent for or on behalf of Owner shall be and
     remain the property of Owner. Checks may be drawn on the above-mentioned
     bank account only for purposes authorized under this Agreement. No funds of
     Agent or others shall be commingled with funds in any such bank account.
     Owner has the right to control the types of cash management accounts and
     dictate the specifics of said accounts with respect to disbursement and
     management of funds.

     (h) Serve notice of default upon tenants of space in the Premises and other
     parties which are in default in performing obligations under their leases,
     reciprocal easement and/or other agreements, with copies sent
     simultaneously to Owner, and attempt to cause such defaults to be cured.
     Agent shall, subject to Owner's consent with respect to any tenant who
     occupies more than 1,000 square feet, utilizing counsel theretofore
     approved by Owner, institute all necessary legal action or proceedings for
     the collection of rent or other income from the Premises or the ousting or
     dispossessing of tenants or other persons therefrom and all other matters
     requiring legal attention. Agent agrees to use its best efforts to collect
     rent and other charges from tenants and other occupants of the Premises in
     a timely manner, and to pursue Owner's legal remedies for nonpayment of
     same. Agent shall not terminate tenant leases in the Premises without
     Owner's consent. Owner reserves the right to designate or approve legal
     counsel and to control litigation affecting or arising out of the operation
     of the Premises, including without limitation the settlement of such
     litigation.

     (i) Bond Agent and all of Agent's employees who may handle or be
     responsible for monies or property of Owner with a "comprehensive 3-D" or
     "Commercial Blanket" bond, in an amount of $ 1,000,000.00.

     (j) Notify Owner immediately of any known fire, accident or other casualty,
     condemnation proceedings, rezoning or other governmental order, lawsuit or
     threat thereof involving the

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     Premises; and the receipt of any notice of violations relative to the
     leasing, use, repair and maintenance of the Premises under governmental
     laws, rules, regulations, ordinances or like provisions.

     (k) If Owner so directs, make timely payment of real estate and personal
     property taxes and assessments levied or assessed against the Premises or
     personal property used in connection therewith and any other charge that
     may become a lien against the Premises. Owner may direct that payment of
     such taxes and assessments either be made to the taxing authority or to a
     mortgage lender holding an escrow account for such items. Agent shall
     participate in Owner's tax review program and check tax assessments and,
     when so requested, Agent shall assist Owner in its efforts to reduce such
     taxes.

     Agent shall promptly furnish Owner with copies of all assessment notices
     and receipt tax bills.

     (l) Cooperate with Owner in attaining certain corporate objectives,
     including, purchase and reporting of goods and services furnished or
     supplied by minority groups.

     (m) Promptly comply with all present and future laws, ordinances, orders,
     rules, regulations and requirements of all Federal, state and local
     governments, courts, departments, commissions, boards and offices, any
     national or local Board of Fire Underwriters or Insurance Services offices
     having jurisdiction, or any other body exercising functions similar to
     those of any of the foregoing ("Legal Requirements") which may be
     applicable to the Premises or any part thereof or to the leasing, use,
     repair, operation and management thereof, but only to the extent that such
     compliance is reasonably capable of being carried out by Agent and Agent
     has available the necessary funds therefor from collections or advances by
     Owner. Agent shall give prompt notice to Owner of any known violation or
     the receipt of notice of alleged violation of such laws and Agent shall not
     bear responsibility for failure of the Premises or the operation thereof to
     comply with such laws unless Agent has committed gross negligence or
     willful misconduct in the performance of Agent's obligations under this
     Agreement or in the performance of any other duties owed to Owner or third
     parties by Agent. If and when directed by Owner, Agent shall institute in
     its name, or in the name of Owner, using counsel selected by Owner,
     appropriate actions or proceedings to contest any such law, ordinance,
     rule, regulation, order, determination or requirement.

     (n) Promote the Premises and participate as Owner's representative in any
     Merchant's Associations or Advertising and Promotional Organizations
     (collectively, the "Promotional Organizations") established to promote the
     Premises.

     (o) Consent to and approve tenant alteration work and installations which
     are performed by tenants of leased space in the Premises and are provided
     for in the leases of such tenants. Agent is authorized to approve tenant
     alteration work and installations not provided for in leases if (i) such
     alteration work and installations are made solely at the expense of the
     tenant, and (ii) such alteration work and installations do not affect the
     structural or mechanical integrity of any building. Agent shall
     periodically monitor the progress of any tenant alteration work and
     installations that are visible to the public to confirm that the tenant
     work is being done in a good and workmanlike manner, and in substantial
     conformity with any plans and specifications approved by Owner or


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     Agent. Agent shall notify Owner of any material deficiencies or material
     variations from the approved plans and specifications of any tenant.

     (p) Provide, upon Owner's request in accordance with the provisions of
     Section 7 and Section 9 of Exhibit A, general contracting and construction
     management services ("Development Services") and consultation to Owner for
     the Premises, which shall include, without limitation, the management,
     supervision and administration of, and provisions for services for the
     improvement expansion (and in the event of damage or condemnation, the
     reconstruction) of the Premises, including advice, expertise and support of
     Agent provided and/or retained and/or coordinated by home office and
     on-site personnel including, without limitation, executive personnel,
     design and engineering personnel, clerical personnel, legal and accounting
     personnel. Such personnel shall perform consultation and various functions
     involved with Development Services including, without limitation, the
     following: design, planning, architectural, engineering, acquisition and
     negotiation, negotiations with department stores and other anchors for site
     acquisition and operation in the Premises; permits and licenses; preopening
     advertising and publicity; market research, site work; negotiations with
     public authorities; attendance of, public hearings; project management and
     all other activities necessary to accomplish the improvement, expansion or
     reconstruction of the Premises. It is understood that Development Services
     and consultation with Owner may or may not involve Agent's in-house
     personnel; by mutual agreement of Agent and Owner, outside professionals or
     other persons may be engaged to provide Development Services and
     consultation with Owner, provided that Agent agrees to require any
     contractor or subcontractor brought onto the Premises to have workers'
     compensation and employers liability insurance in the necessary statutory
     amounts and comprehensive general liability insurance for at least $
     1,000,000.00.

     (q) If Owner so directs, pay when due (i) all debt service and other
     amounts due under any mortgages which encumber the Premises or any part
     thereof, and (ii) all rent and other charges payable under any ground lease
     of land included in the Premises under which Owner is the tenant and give
     Owner notice of the making of each payment.

     (r) Carry out and comply with, directly or through a third party, all
     requirements on the part of Owner under all such mortgages and ground
     leases, all leases of space in the Premises, all ground leases and
     reciprocal easement agreements with department stores and all other
     agreements affecting or relating to the Premises which are known or made
     known to Agent, including, without limitation, the furnishing of all
     services and utilities called for therein, but only to the extent that such
     requirements are at the time reasonably capable of being carried out by
     Agent and Agent has available the necessary funds therefor from collections
     or advances by Owner, provided that Agent shall promptly notify Owner if
     Agent cannot carry out such requirements or has insufficient funds
     available to do so. Agent shall notify Owner promptly of any default under
     any such mortgage, lease, ground lease, reciprocal easement or other
     agreement on the part of Owner, the tenant or other party thereto of which
     Agent becomes aware.

     (s) Use its reasonable efforts to comply with and require compliance with
     the requirements of leases of space in the Premises, ground leases,
     reciprocal easement agreements and all other agreements affecting or
     relating to the Premises which are known or made known to Agent on the
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     part of tenants, department stores and other parties thereto and enforce
     compliance with the rules and regulations, sign criteria and like standards
     for the Premises adopted by Owner from time to time.

     (t) Furnish Owner with an executed copy of each lease, lease renewal, lease
     amendment, service contract and other agreement entered into on or after
     the date of this Agreement in connection with the operation, management and
     leasing of the Premises, and use reasonable efforts to secure from tenants
     and parties to reciprocal easement agreements, and furnish to Owner, any
     certificates of insurance and renewals thereof required to be furnished by
     the terms of their leases or agreements. All such executed copies of leases
     shall be maintained in Agent's office with additional lease copies together
     with Insurance Certificates maintained at each of the shopping center
     locations.

     (u) Inspect the Premises periodically and submit reports of findings and
     recommendations to Owner which shall include, without limitation,
     recommendations as to required repairs, replacements or maintenance. Agent
     shall keep and submit annual written reports of all material alterations
     made to the Premises, no matter by whom effected.

     (v) Erect barriers or chains for the purpose of blocking access to the
     common areas of and buildings included in the Premises as local law may
     require, or, as directed in writing by Owner, in order to avoid the
     dedication of the same for public use and furnish appropriate evidence of
     same to Owner. Agent shall give any advance notice of the erection of such
     barriers or chains which may be required under reciprocal easement
     agreements or ground leases with department stores.

     (w) Use its reasonable efforts to obtain from tenants of the Premises and
     department stores which are parties to reciprocal easement agreements or
     ground leases waivers of their insurers' rights of subrogation in respect
     to policies of fire and extended coverage and other property damage
     insurance carried by them in favor of Owner, Agent and any department store
     or tenant for which Owner is obligated to attempt to obtain such waivers
     under a ground lease, reciprocal easement agreement or space lease.

     (x) Assist Owner in preparing any statements required to be submitted by
     Owner under the terms of mortgages, ground leases, reciprocal easement
     agreements and leases.

     (y) Perform its duties in renting, managing, operating and maintaining the
     Premises applying prudent and reasonable business practices which are
     consistent with those followed in respect of the Premises prior to the date
     of this Agreement, using reasonable care and diligence in carrying out
     properly and efficiently its responsibilities under this Agreement. Agent
     shall maintain those portions of the common areas of the Premises which are
     Owner's obligation to maintain in a clean, safe and attractive condition,
     use reasonable efforts to enforce the provisions of applicable leases,
     ground leases and reciprocal easement agreements so as to cause tenants and
     department stores to maintain their premises and common areas, if any, in
     similar condition, arrange for necessary security for the Premises and
     their common areas and arrange for cleaning and snow removal for the
     parking areas and roadways of the Premises. Agent shall recommend to Owner
     from time to time such procedures with respect to the
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     Premises as Agent may deem advisable for the more efficient and economic
     management and operation thereof.

     (z) If leasing guidelines or any Legal Requirement (as defined in paragraph
     2.1 (m) hereof) now or hereafter in effect require that tenant security
     deposits be maintained, a separate interest-bearing account for such
     security deposits (the "Security Deposit Account") shall be opened by Agent
     at a bank approved by Owner. The Security Deposit Account shall be
     maintained in the name of Agent in accordance with the relevant lease or
     Legal Requirement, as the case may be, and shall be used only for tenant
     security deposits. The bank shall be informed that the funds in the
     Security Deposit Account are held in trust for Owner. Agent shall have the
     authority to remit to tenants any interest to which they are entitled on
     their security deposit, in accordance with their leases, but Agent shall
     obtain the written approval of Owner prior to the return of such deposits
     or any other security (including letters of credit) to any tenant when the
     amount, in any single instance, exceeds $250,000.00.

     Owner recognizes and understands that Environmental Services (as
     hereinafter defined) are not actions or services that Agent is required to
     perform under this Agreement and Owner further recognizes and understands
     that Agent is not a consultant or a contractor that performs Environmental
     Services. Upon Owner's request, Agent agrees to obtain and coordinate for
     and on behalf of Owner, such Environmental Services that Owner may request
     or require. Owner shall reimburse Agent for its administrative costs in
     connection with the coordination of such Environmental Services as provided
     in Exhibit A, paragraph 11 of the Agreement. In addition, Owner shall
     reimburse Agent for the costs of outside professionals retained to perform
     Environmental Services. Environmental Services is defined to be those acts
     or actions involving the presence, use, exposure, removal, restoration, or
     introduction of Hazardous Materials (as hereinafter defined) and the
     investigation of and compliance with any and all applicable rules, laws, or
     regulations of local state or federal authorities which apply or regulate
     Hazardous Materials. Hazardous Materials means any hazardous, radioactive,
     or toxic substance, material or waste listed in the United States
     Department of Transportation Hazardous Materials Table (49 CFR 172.101); or
     by the Environmental Protection Agency as hazardous substances (40 CFR Part
     302) and amendments thereto; or such substances, materials and waste which
     are or become regulated under applicable local, state or federal law
     including, without limitation, materials, wastes or substances which are
     petroleum products, asbestos, polychlorinated biphenyls, or designated as
     hazardous substances under Section 311 of the Clean Water Act, 33 U.S.C.
     Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to Section
     307 of the Clean Water Act (33 U.S.C. Section 1317); or defined as
     hazardous waste under Section 1004 of the Resource Conservation and
     Recovery Act, 42 U.S.C. Section 6901 et seq.  (42 U.S.C. Section 6903); or
     defined as hazardous substances under Section 101 of the Comprehensive
     Environmental Response, Compensation and Liability Act, 42 U.S.C. Section
     9601, et seq. (42 U.S.C. Section 9601).

     2.2 Agent agrees to render monthly reports relating to the management and
operation of the Premises for the preceding calendar month on or before the
fifteenth (15th) day of each month in form satisfactory to Owner in accordance
with Exhibit B. Agent agrees that Owner shall have the right to require the
transfer to Owner at any time of any funds in the Bank Account considered by
Owner to be in excess of an amount reasonably required by Agent for disbursement
in connection with the Premises.
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Agent agrees to keep records with respect to the management and operation of the
Premises as prescribed by Owner, and to retain those records for periods
specified by Owner. Owner and any Partner in Owner shall have the right to
inspect such records and audit the reports required by this Section during
business hours for the life of this Agreement and thereafter during the period
such records are to be retained pursuant to this Section. In addition, Agent
agrees that such records may be examined from time to time during the period
aforesaid by any of the supervisory or regulatory authorities having
jurisdiction over Owner.

     2.3 Agent shall ensure such control over accounting and financial
transactions as is reasonably required to protect Owner's assets from loss or
diminution due to gross negligence or willful misconduct on the part of Agent's
associates or employees. Losses caused by gross negligence or willful misconduct
shall be borne by Agent.

     2.4 Agent shall establish and prepare, in the form authorized by Owner,
with such additional changes as may be reasonably requested by Owner, operating
and capital improvement budgets for the promotion, operation, repair and
maintenance of the Premises for each calendar year (Annual Budget). Preliminary
and final budgets will be due 120 and 75 days, respectively, prior to
commencement of the calendar year to which they relate. Such budgets shall be
prepared on both an accrual basis and a cash basis showing a month-by-month
projection of income and expenses and capital expenditures. At least 45 days
prior to the end of each year, Agent shall meet with Owner to review such
budgets for the subsequent year. Upon receiving Owner's approval Agent shall use
its best efforts to comply with such final budgets.

     (a) Agent shall meet with Owner on a regular basis, not less frequently
     than semi-annually and otherwise upon reasonable call by Owner, to review
     the operations of the Premises, to review and, if appropriate, revise in
     light of actual experience the operating and capital improvement budgets
     theretofore approved by Owner and to consider other matters which Owner may
     raise.

     (b) Upon approval of the operating budget by Owner, and unless and until
     revoked or revised by Owner, Agent shall have the right, without further
     consent or approval by Owner to incur and pay the operating expenses set
     forth in the approved operating budget, subject to paragraph 2.1(g) above.

     (c) At the request of Owner from time to time Agent shall prepare and
     submit to Owner (i) operating projections for the Premises for the ensuing
     five (5) years, such projections to be made on a year-by-year basis and to
     be based on Agent's best judgment as to the future, taking into
     consideration known circumstances and circumstances Agent can reasonably
     anticipate are likely to occur, and (ii) a schedule in reasonable detail of
     capital improvements, repairs and replacements not provided for in the
     current capital improvement budget which Agent reasonably anticipates will
     be required or should be made in the foreseeable future, with Agent's
     opinion as to the relative priority and cost of each thereof.

     2.5 Agent shall also participate in Owner's property review programs to the
extent requested by Owner. Such review shall include assets, investment,
financial and strategy profiles in form satisfactory to Owner. Agent shall
respond, within 10 days, to Owner's management evaluation reports concerning
<PAGE>   10
actions to be taken by Agent to correct or modify its management standards for
the operations, leasing or financial services provided for the Premises. If
Owner shall request that Agent's home office or regional office personnel travel
to the Premises to participate in Owner's property review programs or for any
other reason (unless such reason is for normal supervision), the reasonable cost
of meals, travel and hotel accommodations expenses incurred by such home office
personnel in connection with such travel shall be reimbursed to Agent by Owner.
Agent shall, however, bear the full cost and expenses incurred by its home
office or regional office personnel in connection with their travel to the
Premises to the extent such travel is required by the Agent for the normal
supervision of the management and leasing of the Premises.

     2.6 Agent agrees to use its best efforts to have all space within the
Premises rented to desirable tenants, satisfactory to Owner, considering the
nature of the Premises, and in connection therewith:

     (a) To negotiate, as the exclusive agent of Owner, all leases and renewals
     of leases, it being understood that all inquiries to Owner with respect to
     leasing any portion of the Premises shall be referred to Agent. All leases
     and renewals for lease terms in excess of ninety (90) days must be prepared
     in accordance with Exhibit C by Agent in accordance with the annual
     approved budget and be submitted to Owner's representative for execution by
     Owner. Agent is authorized to negotiate and execute leases and license
     agreements with lease terms or with durations of ninety (90) days or less
     (temporary tenant leases). If Agent shall receive a prospective tenant
     reference from a property other than the Premises which Agent or any
     subsidiary or affiliate manages (other than a property managed by Agent for
     Owner) Agent shall promptly declare its potential conflict of interest to
     Owner, and Owner shall determine if negotiations with such prospective
     tenant shall be undertaken by Agent, Owner or a third party approved by
     Owner. References of prospective tenants, as well as their varying use
     requirements, shall be investigated carefully by Agent. Agent also is
     authorized to negotiate and execute on Owner's behalf lease amendments
     which: (i) change a tenant's commencement date by sixty (60) days or less
     (or for such longer period as is approved by Owner); (ii) change a tenant's
     permitted use by allowing the sale of such additional items as are
     reasonably related to the tenant's primary and principle use, provided
     Agent has no reason to know of any lease at the center prohibiting such
     use; (iii) change a tenant's marketing charge or promotional charge or
     advertising obligation.

     Owner acknowledges and understands that Agent manages properties for third
     parties. Owner further acknowledges and understands that Agent routinely
     and customarily negotiates tenant leases for multiple locations involving
     two or more properties (one or more of which may be the Premises and one or
     more of which may be properties owned by others). Agent conducts such
     multiple location negotiations in good faith for the benefit and interests
     of Owner and other property owners. Agent shall be entitled to assume that
     such leasing practices are approved and acceptable to Owner, unless and
     until Owner specifically disapproves the practice and so notifies Agent in
     writing.

     (b) With Owner's prior approval, to advertise the Premises or portions
     thereof for rent, by means of periodicals, signs, plans, brochures and
     other means appropriate to the Premises.


<PAGE>   11


(c)  In no event shall Agent engage or utilize the services of an outside broker
     in connection with any lease without Owner's prior written consent. In any
     case in which Owner requests or gives such consent, Agent shall cause such
     broker to enter into a written agreement with Owner, on terms reasonably
     satisfactory to Owner, with respect to such broker's commission and Owner
     shall be responsible for the payment of such commission if earned pursuant
     to the terms of said agreement.

     (d) Agent will, in each instance, negotiate for the inclusion in all leases
     entered into by Owner a provision to the effect that recourse on such
     obligation shall be had only against the shopping center to which such
     obligation relates, and no recourse shall be sought against Owner or any
     other person holding, directly or indirectly, a beneficial interest in the
     shopping center.

     2.7 Agent agrees, for itself and all persons retained or employed by Agent
in performing its services, to hold in confidence and not to use or disclose to
others any confidential or proprietary information of Owner heretofore or
hereafter disclosed to Agent ("Confidential Information"), including, but not
limited to, any data, information plans, programs, processes, costs, operations
or the names of any tenants which may come within the knowledge of Agent in the
performance of, or as a result of, its services, except if required by judicial
or administrative order, or if Owner specifically gives Agent written
authorization to disclose any of the foregoing to others or such disclosure as
is required in the direct performance of Agent's duties hereunder. If Agent is
required by a judicial or administrative order to disclose any Confidential
Information, Agent shall promptly notify Owner thereof, consult with Owner on
the advisability of taking steps to resist or narrow such request and cooperate
with Owner in any attempt it may make to obtain an order or other assurance that
confidential treatment will be accorded to the Confidential Information
disclosed.

     2.8 If at any time there shall be insufficient funds available to Agent
from collections to pay any obligations of Owner required to be paid under this
Agreement, Agent shall promptly notify Owner and Agent shall not be obligated to
pay such obligations unless Owner furnishes Agent with funds therefor.

     2.9 Center Advertising Agency ("Center"), an unincorporated division of
Agent, directs, under Agent's supervision, the promotional activities for the
Premises. Incident to such services, Center provides promotional directors for
the Premises, places the advertising for the Promotional Organizations and
contracts for income-producing promotional activities, Agent shall continue to
use Center for such activities. All income relating to Center's contracts for
promotional activities for the Premises shall belong to Owner. Owner
acknowledges that Center may retain the customary trade discounts or rebates
incident to its contracting for advertising for the Promotional Organizations,
the cost of which advertising is borne by the Promotional Organizations. Owner
acknowledges that Center's cost of providing promotional directors to the
Promotional Organizations is reimbursed to Center by the Promotional
Organizations at an annual rate equal to twenty percent (20%) of the applicable
Marketing Fund. Owner agrees that Center shall be entitled to receive the fee
set forth in Exhibit A attached hereto for its services incident to contracting
for income-producing promotional activities.

     2.10 Agent assumes no responsibility under this Agreement other than to
render the services called for hereunder in good faith, and Owner shall make no
claim against Agent on account of any alleged errors of judgment made in good
faith in connection with the operation of the Premises. Agent shall not be
liable to Owner or others except by reason of acts constituting willful
misfeasance or gross


<PAGE>   12

negligence on the part of Agent, and Owner agrees to indemnify, defend and hold
harmless Agent and its shareholders, directors, officers and employees from and
against all claims, actions, causes of action, costs and expenses (including,
but not limited to reasonable attorneys' fees) directly or indirectly arising
from the claims of any third party, except only those claims where liability
arises from acts constituting willful misfeasance or gross negligence on the
part of Agent.

                                  ARTICLE III
                               OWNER'S AGREEMENTS

     3.1 Owner, at its option, may pay directly all taxes, special assessments,
ground rents, insurance premiums and mortgage payments. If Owner makes such
election, Agent shall advise Owner of the due dates of such taxes assessments,
insurance premiums and mortgage payments.

     3.2 Owner shall self-insure or, at its option, carry insurance upon the
Premises and shall look solely to such insurance for indemnity against any loss
or damage to the Premises, and to the extent that policies shall be procured,
Owner shall obtain waivers of subrogations against the Agent under such policies
if available at no additional cost to Owner. Owner shall provide and maintain at
Owner's sole cost and expense public liability insurance, including bodily
injury, contractual liability (with respect to the indemnity set forth in
Section 3.3 hereof) and broad form property damage liability, in connection with
the ownership, use and occupancy of the Premises, in the amount of not less than
$100,000,000. Agent shall be named in the public liability policies as an
additional insured.

     3.3 Owner agrees to indemnify and save harmless Agent and its shareholders,
directors, officers and employees from and against all claims, losses and
liabilities resulting from: (i) damage to property or injury to, or death of,
persons from any cause whatsoever when Agent is carrying out the provisions of
this Agreement or acting under the direction of Owner in or about the Premises;
(ii) claims for defamation and false arrest when Agent is carrying out the
provisions of this Agreement or acting under the direction of Owner, and (iii)
claims occasioned by or in connection with or arising out of acts or omissions,
other than criminal acts, of the Agent when Agent is carrying out the provisions
of this Agreement or acting under the direction of Owner (except in cases of
Agent's willful misconduct or gross negligence and to defend or cause to be
defended, at no expense to Agent or such persons, any claim, action or
proceeding brought against Agent or such persons or Agent and Owner, jointly or
severally, arising out of the foregoing, and to hold Agent and such persons
harmless from any judgment, loss or settlement on account thereof.

     Notwithstanding the foregoing, Owner shall not be responsible for
indemnifying or defending Agent or such persons in respect of any matter, claim
or liability in respect of which Agent is obligated to indemnify Owner as
provided in the following sentence. Agent agrees to indemnify and save harmless
Owner from and against all claims, losses and liabilities resulting from injury
to, or death of, persons in or about the Premises or for defamation and false
arrest in each case caused in whole or in part by the willful misconduct or
gross negligence of Agent, and to defend, at no expense to Owner, any claim,
action or proceeding brought against Owner or Owner and Agent, jointly or
severally, arising out of the foregoing, and to hold Owner harmless from any
judgments, loss or settlement on account thereof.

<PAGE>   13
     Notwithstanding the foregoing, Agent shall not be responsible for
indemnifying or defending Owner in respect of any matter, claim or liability
which is covered by any public liability insurance policies carried by Owner and
under which Agent is named as an additional insured. The indemnification
obligations of Owner and Agent under this Section 3.3 shall in each case be
conditioned upon (a) prompt notice from the other party after such party learns
of any claim or basis therefor which is covered by such indemnity, (b) such
party's not taking any steps which would bar Owner or Agent, as the case may be,
from obtaining recovery under applicable insurance policies or would prejudice
the defense of the claim in question, and (c) such party's taking of all
necessary steps which if not taken would result in Owner or Agent, as the case
may be, being barred from obtaining recovery under applicable insurance policies
or would prejudice the defense of the claim in question. The provisions of this
Section 3.3 shall survive the expiration or termination of this Agreement.

     3.4 Owner shall provide such office space on the Premises as may be
necessary for Agent to properly perform its functions under this Agreement.
Agent shall not be required to pay for utilities, telephone service or rent for
the office area on the Premises occupied by Agent. Agent shall have the right to
use the fixtures, furniture, furnishings and equipment, if any, which are the
property of Owner in said office space. Owner shall also provide space on the
Premises for use as community rooms and information and service centers where
the use of such space is determined by Owner to be in the best interest of the
Premises. All income derived from the utilization and/or operation of such
community rooms and/or information or service centers shall belong to the Owner
and all expenses relating thereto shall be borne by Owner.

     3.5 Except as otherwise provided in this Agreement, everything done by
Agent in the performance of its obligations under this Agreement and all
expenses incurred pursuant hereto shall be for and on behalf of Owner and for
its account. Except as otherwise provided herein, all debts and liabilities
incurred to third parties in the ordinary course of business of managing the
Premises as provided herein are and shall be obligations of Owner, and Agent
shall not be liable for any such obligations by reason of its management,
supervision or operation of the Premises for Owner.

                                   ARTICLE IV
                                  COMPENSATION

     4.1 In addition to any other compensation provided to be paid to Agent
under this Agreement, Owner agrees to pay to Agent as compensation for its
management services hereunder, a fee at the rate specified in paragraph 5 of
Exhibit A attached hereto. Said fee shall be payable monthly in equal
installments of 1/12 each, on the 10th day of each calendar month, and shall be
based on a fixed annual fee of $100,000 for each Premises. Agent shall withdraw
said fee from the operating account for the Premises and shall account for same
as provided for in Section 2.2 hereof.


<PAGE>   14


4.2 The following expenses or costs incurred by or on behalf of Agent in
connection with the management and leasing of the Premises shall be the sole
cost and expense of Agent and shall not be reimbursable by Owner and Agent shall
indemnify Owner for such expenses and costs:

     (a) cost of gross salary and wages, payroll taxes, insurance, worker's
     compensation, pension benefits and any other benefits of Agent's personnel
     except such cost pertaining to personnel employed by Agent in accordance
     with Paragraph 2.1 (b) hereof;

     (b) general accounting and reporting services, as such services are
     considered to be within the reasonable scope of Agent's responsibility to
     Owner;

     (c) costs of forms, stationery, ledgers, supplies, equipment and other
     "general overhead" items used in Agent's home office or regional offices;

     (d) cost or pro rata cost of telephone and general office expenses incurred
     in the Premises by Agent for the operation and management of properties not
     owned by Owner;

     (e) cost of all bonuses, incentive compensation, profit sharing, or any pay
     advances by Agent to Agent's employees, except such costs pertaining to
     employees employed by Agent in accordance with Paragraph 2.1 (b) hereof;

     (f) cost attributable to losses arising from criminal acts, gross
     negligence or fraud on the part of Agent or Agent's associates or
     employees;

     (g) cost of automobile purchase and/or rental, except if furnished or
     approved by Owner;

     (h) except as otherwise provided in Exhibit A attached hereto, expenses
     incurred in connection with the leasing of the Premises, it is being
     understood and agreed, however, that Agent shall be reimbursed for
     advertising expenses incurred in connection with the leasing of the
     Premises;

     (i) cost of liability or other insurance carried by Agent; and

     (j) cost of bonds purchased pursuant to Section 2.1(i) of this Agreement.

                                   ARTICLE V
                         DURATION, TERMINATION, DEFAULT

     5.1 This agreement shall become effective on the date hereof.

     5.2 Subject to earlier termination as hereinafter provided, this Agreement
shall terminate on December 31, 1997. Thereafter, this Agreement shall
automatically be extended from month-to-month on the same terms and conditions
as herein contained unless either party notifies the other at least thirty (30)
days prior to the end of the term or any monthly extension thereof of its
intention to terminate this Agreement.


<PAGE>   15

     5.3 Owner shall have the right to terminate this Agreement at any time upon
30 days written notice given to Agent, and upon the giving of such notice and
the expiration of such 30-day period, this Agreement and the term hereof shall
terminate without any obligation on the part of Owner to make any payments to
Agent hereunder except as hereinafter provided.

     5.4 If at any time during the term of this Agreement any involuntary
petition in bankruptcy or similar proceeding shall be filed against Agent
seeking its reorganization, liquidation or appointment of a receiver, trustee or
liquidator for it or for all or substantially all of its assets, and such
petition shall not be dismissed within 90 days after the filing thereof, or if
Agent shall:

     (a) apply for or consent in writing to the appointment of a receiver,
     trustee or liquidator of all or substantially all of its assets;

     (b) file a voluntary petition in bankruptcy or admit in writing its
     inability to pay its debts as they become due;

     (c) make a general assignment for the benefit of creditors;

     (d) file a petition or an answer seeking reorganization or an arrangement
     with creditors or take advantage of any insolvency law; or

     (e) file an answer admitting the material allegations of a petition filed
     against it in any bankruptcy, reorganization or insolvency proceedings;
     then upon the occurrence of any such event, Owner, at its option, may
     terminate this Agreement by written notice given to Agent, and upon the
     giving of such notice this Agreement and the term hereof shall terminate
     without any obligation on the part of Owner to make any payments to Agent
     hereunder except as hereinafter provided.

     5.5 Owner shall have the additional right to terminate this Agreement on at
least 10 days' written notice to Agent if (a) Agent, without Owner's prior
written consent, shall assign or attempt to assign its rights or obligations
under this Agreement or subcontract (except for normal service agreements or as
otherwise specified in this Agreement) any of the services to be performed by
Agent, (b) if the Premises shall be damaged or destroyed to the extent of 25% or
more by fire or other casualty and Owner elects not to restore or repair such
property or (c) there shall be a condemnation or deed in lieu thereof of 10% or
more of the Premises.

     5.6 It shall be an Event of Default under this Agreement on the part of
Owner if Owner shall default in any material respect in performing any of its
obligations under this Agreement and such default shall not be cured within 30
days after written notice thereof is given by Agent to Owner (or, if the default
in question is curable but is of such nature that it cannot reasonably be
completely cured within such 30-day period, if Owner does not promptly after
receiving such notice commence to cure such default and thereafter proceed with
reasonable diligence to complete the curing thereof). If an Event of Default by
Owner shall occur, Agent shall have the right to terminate this Agreement by
written notice given to Owner, and upon the giving of such notice this Agreement
and the term hereof


<PAGE>   16


shall terminate and Owner shall remain obligated to make the payments to Agent
hereunder as provided in Section 5.9 hereof.

     5.7 If at any time during the term of this Agreement any involuntary
petition in bankruptcy or similar proceeding shall be filed against Owner
seeking its reorganization, liquidation or appointment of a receiver, trustee or
liquidator for it or for all or substantially all of its assets, and such
petition shall not be dismissed within 90 days after the filing thereof, or if
Owner shall:

     (a) apply for or consent in writing to the appointment of a receiver,
     trustee or liquidator of all or substantially all of its assets;

     (b) file a voluntary petition in bankruptcy or admit in writing its
     inability to pay its debts as they become due;

     (c) make a general assignment for the benefit of creditors;

     (d) file a petition or an answer seeking reorganization or an arrangement
     with creditors or take advantage of any insolvency law; or

     (e) file an answer admitting the material allegations of a petition filed
     against it in any bankruptcy, reorganization or insolvency proceedings;
     then, upon the occurrence of any such event Agent, at its option, may
     terminate this Agreement by written notice given to Owner, and upon the
     giving of such notice this Agreement and the term hereof shall terminate
     and Owner shall remain obligated to make the payments to Agent hereunder as
     hereinafter provided.

     5.8 Agent shall have the additional right to terminate this Agreement on at
least 90 days written notice to Owner if at any time Owner assigns this
Agreement and its rights and obligations hereunder. Notwithstanding the
foregoing, Owner shall have the right to subordinate this Agreement in
connection with any mortgage of the Premises and/or assign this Agreement in
connection with such mortgages.  Agent agrees to execute such further
instruments as Owner or its mortgagee deems necessary to effectuate such
subordination provided that in the event Owner's mortgagee becomes entitled to
possession of the Premises and elects to retain Agent to manage the Premises,
then Agent shall be entitled to the compensation set forth in this Agreement
during all periods in which Agent is providing services to the Premises.

     5.9 Upon any termination of this Agreement pursuant to the provisions of
this Article V, Owner shall remain obligated to pay to Agent fees and other
amounts due to Agent hereunder which accrued prior to the effective date of such
termination. Nothing contained in this Section 5.9 shall be deemed to waive,
affect or impair (a) Owner's rights to seek recourse against Agent for damages
or other relief in the event of the termination of this Agreement by Owner
pursuant to (i) Section 5.3, 5.4 or 5.5 hereof, and (b) Agent's right to seek
recourse against Owner for damages or other relief in the event of the
termination of this Agreement by Agent pursuant to Section 5.6 or 5.7 hereof.

     5.10 Upon the expiration or earlier termination of this Agreement, Agent
shall forthwith surrender and deliver to Owner any space in the Premises
occupied by Agent and shall make delivery to Owner or


<PAGE>   17
to Owner's designee or agent, at Agent's home or regional offices or at
its offices at the Premises, of the following:

     (a) a final accounting, reflecting the balance of income from and expenses
     of the Premises as at the date of expiration or termination of this
     Agreement;

     (b) any funds of Owner or tenant security or advance rent deposits, or
     both, held by agent with respect to the Premises; and

     (c) all Confidential Information (in whatever medium stored) and all other
     records, contracts, leases, ground leases, reciprocal easement agreements,
     receipts for deposits, unpaid bills, lease summaries, canceled checks, bank
     statements, paid bills and all other records, papers and documents and any
     microfilm and/or computer disk of any of the foregoing which relate to the
     Premises and the operation, maintenance, management and leasing thereof;
     all such data, information and documents being at all times the property of
     the Owner.

     In addition, Agent shall furnish all such information and take all such
     action as Owner shall reasonably require to effectuate an orderly and
     systematic termination of Agent's duties and activities under this
     Agreement.

     5.11 This Agreement shall terminate at the election of the Owner as to any
of the properties set forth in Exhibit A upon thirty (30) days written notice to
the Agent if such properties are sold by the Owner to a non-affiliated third
party purchaser or automatically if such properties were acquired by the Owner
on foreclosure of a mortgage and are subsequently redeemed. In the event such
properties are sold by the Owner to a non-affiliated third party purchaser and
this agreement is not thereby terminated by the Owner, the Agent shall have the
right to terminate this Agreement as to such properties upon sixty (60) days
prior written notice which notice must be given within (90) days after the date
such sale is consummated. If such properties are sold, Agent will not be
entitled to any sales commission unless the Agent has been retained by the Owner
pursuant to a separate commission arrangement. This Agreement shall remain in
full force and effect as to all properties not terminated pursuant to this
Section 5.11.

     5.12 The provisions of this Article V shall survive the expiration or
termination of this Agreement.

                                   ARTICLE VI
                                   ASSIGNMENT

     6.1 Agent, except for a transfer to a "Permissible Transferee", shall not
assign its rights or obligations under this Agreement, either directly or by a
transfer of stock or voting control either voluntarily or by operation of law.
Any change other than to a "Permissible Transferee" shall constitute a breach of
this Agreement by Agent and Owner may terminate this Agreement in accordance
with Section 5.5. A "Permissible Transferee" shall mean any corporation,
partnership, trust or other entity,


<PAGE>   18

more than 50% of the outstanding stock of which, or more than 50% interest in
which, is owned or controlled by Owner or General Growth Properties, Inc. or
any combination thereof.

     6.2 In the event of a sale or conveyance of the Premises, Owner shall have
the right to cancel or assign this Agreement and its rights and obligations
hereunder to any person or entity to whom or which Owner sells or conveys such
property; (unless Agent elects to terminate this Agreement as provided in
Section 5.8 hereof). Upon such assignment, Owner shall be relieved of its
obligations under this Agreement which accrue from and after the date of such
assignment, provided that the assignee shall assume the obligations of Owner
under this Agreement and shall agree to perform and be bound by all of the terms
and provisions hereof, effective from and after the date of such assignment and
an executed copy of such assumption agreement shall be delivered to Agent. Agent
shall not be entitled to a "termination fee" in connection with an assignment or
cancellation as set forth in this Section 6.2, but otherwise shall be entitled
to collect from Owner such fees and expenses as Agent has earned pursuant to
this Agreement prior to the date of such assignment or cancellation.

                                  ARTICLE VII
                                 MISCELLANEOUS

     7.1 Owner's Representative ("Owners Representative") whose name and address
is set forth in paragraph 2 of Exhibit A attached hereto shall be the duly
authorized representative of Owner for the purpose of this Agreement. Any
statement, notice, recommendation, request, demand, consent or approval under
this Agreement shall be in writing and shall be deemed given by Owner when made
or given by Owner's Representative or any officer of Owner and delivered
personally to an officer of Agent or mailed, addressed to Agent, at his address
first above set forth . Either party may, by notice to the other, designate a
different address for the receipt of the aforementioned communications and Owner
may, by notice to Agent, from time to time, designate a different Owner's
Representative to act as such.  All communications mailed by one party to
another shall be sent by first class mail, postage prepaid or Express Mail
Service or other commercial overnight delivery service, except that notices of
default shall be sent by registered or certified mail, return receipt requested,
postage prepaid, Express Mail Service or other commercial overnight delivery
service with receipt acknowledged in writing. Communications so mailed shall be
deemed given or served on the date mailed. Notwithstanding the foregoing, any
notices, requests, consents, approvals and other communications, other than
notices of default or approvals of annual budgets, and other communications,
approvals or agreements which are required by the express terms of other
provisions of this Agreement to be in writing, may be given by telegram,
telephonic communication or orally in person. Agent and Owner shall furnish to
the other the names and telephone numbers of one or more persons who can be
reached at any time during the term of this Agreement in the event of an
emergency.

     7.2 Agent shall, at its own expense, qualify to do business and obtain and
maintain such licenses as may be required for the performance by Agent of its
services.

     7.3 Each provision of this Agreement is intended to be severable. If any
term or provision hereof shall be determined by a court of competent
jurisdiction to be illegal or invalid for any reason
<PAGE>   19
whatsoever, such provision shall be severed from this Agreement and shall not
affect the validity of the remainder of this Agreement.

     7.4 In the event either of the parties hereto shall institute any action or
proceeding against the other party relating to this Agreement, the unsuccessful
party in such action or proceeding shall reimburse the successful party for its
disbursements incurred in connection therewith and for its reasonable attorney's
fees as fixed by the court.

     7.5 No consent or waiver, express or implied, by either party hereto or of
any breach or default by the other party in the performance by the other of its
obligations hereunder shall be valid unless in writing, and no such consent or
waiver shall be deemed or construed to be a consent or waiver to or of any other
breach or default in the performance by such other party of the same or any
other obligations of such party hereunder. Failure on the part of either party
to complain of any act or failure to act of the other party or to declare the
other party in default, irrespective of how long such failure continues, shall
not constitute a waiver by such party of its rights hereunder. The granting of
any consent or approval in any one instance by or on behalf of Owner shall not
be construed to waive or limit the need for such consent in any other or
subsequent instance.

     7.6 The venue of any action or proceeding brought by either party against
the other arising out of this Agreement shall be in the state or federal courts
of the State of Illinois.

     7.7 This Agreement may not be changed or modified except by an agreement in
writing executed by each of the parties hereto. This Agreement constitutes all
of the understandings and agreements between the parties in connection with the
agency herein created.

     7.8 If this Agreement shall remain in effect after the date of expiration
hereof, unless the parties hereto otherwise agree in writing, this Agreement
shall continue in effect on the same terms and conditions as are applicable
during the original term, except that either party shall have the right to
terminate this Agreement without payment to the other (except for fees and other
amounts due to Agent hereunder which accrued prior to the effective date of such
termination) on 30 days' written notice.

     7.9 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their permitted successors and assigns, but shall not inure
to the benefit of, or be enforceable by, any other person or entity.

     7.10 Nothing contained in this Agreement shall be construed as making Owner
and Agent partners or joint ventures or as making either of such parties liable
for the debts or obligations of the other, except as in this Agreement is
expressly provided.

<PAGE>   20
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

         (Owner)
     GGP LIMITED PARTNERSHIP

     By: By: General Growth Properties, Inc.
         its general partner

     By:
         ----------------------------------------
         John Bucksbaum, Executive Vice President

         (Agent)
     GENERAL GROWTH MANAGEMENT, INC.
     a Delaware corporation

     By:
         ----------------------------------------
         Robert A. Michaels, President

<PAGE>   21
                                   EXHIBIT A

1. Premises (1.1):

   Selected Shopping Centers presently controlled by Owner, including:

        BayShore Mall        Bellis Fair             Birchwood Mall
        Capital Mall         Chapel Hills Mall       Colony Square
        Columbia Mall        Eagle Ridge Mall        Fallbrook Square
        Fox River Mall       Gateway Mall            Grand Traverse Mall
        Greenwood Mall       Knollwood Mall          Lockport Mall
        Mall of the Bluffs   Oakwood Mall            Piedmont Mall
        Pines Mall           Rio West Mall           River Falls Mall
        River Hills Mall     SouthShore Mall         West Valley Mall

Selected future Shopping Centers to be constructed or acquired by Owner, as of
the date of the opening or acquisition, including, but not limited to the
following:

        Park Mall            Sooner Fashion Mall     Lansing Mall
        Lakeview Mall        Westwood Mall

2.      Name and Address of Owner's Representative (7.1):

        John Bucksbaum
        55 West Monroe
        Chicago, Illinois 60603

3.      Limit of amount authorized for non-emergency purchases and repairs
        (2.1(a) and (c)): $30,000.00

4.      Name of Banks (2.1(g)):

        Banks and accounts as assigned by Owner

5.      Management Commissions (4.1):
Owner agrees to pay Agent as compensation for its management services hereunder
an amount equal to $100,000 per year for each individual shopping center
(Premises). Such management commission shall be payable monthly in equal
installments of 1/12 of the annual fee.

6.      Legal and Tenant Coordination Expenses:
Management Commission is intended to fully compensate Agent for any costs
related to in-house legal or tenant coordination expenses and no additional
compensation is due for there or related services.

<PAGE>   22
7. Temporarv Tenant Leases:
Leasing Fees are intended to fully compensate Agent for services in connection
with Temporary Tenant leasing activities and no additional specific compensation
is due for these costs or activities.

8. Leasing Fees:
Owner agrees to pay Agent as compensation for its leasing activities, in
conjunction with both temporary and longer term tenants an amount equal to
$150,000 per year for each individual shopping center (Premises). Such
management commission shall be payable monthly in equal installments of 1/12 of
the annual fee. No additional compensation shall be paid by Owner to Agent for
services related to the sale of the acquisition of departments agreements, the
sale of real estate, the arrangement of lease settlements or any other lease
related activities, unless special fee arrangements are negotiated between the
parties in advance. Not withstanding, Owner shall be obligated to reimburse
Agent for third party brokerage costs, professional fees and similar out of
pocket third party costs in connection with leasing activities if such
compensation is approved in advance of incurring the cost.

9. Promotional Income Fee (2.9):
Owner shall pay directly to Center a fee equal to twenty percent (20%) of all
cash receipts received by Owner incident to promotional activities referred to
in Section 2.9. No other fee shall be paid to Center for services rendered. Not
withstanding this, Center is entitled, using arms length pricing, to sell
promotion products, place advertising services and engage in other advertising
and promotion activities provided payment is made from the promotion fund or
merchants association of the shopping centers and further providing the
purchasers expenditures are covered by their operating budgets and the purchases
are approved by the Owner.

10. Excluded Services:
Notwithstanding anything to the contrary contained herein, the parties
acknowledge that it is not within the contemplation of this Agreement or the fee
structure included herein that the Agent perform any services with respect to
the following: any "due diligence" or similar efforts relating to any financing,
refinancing or sale or disposition of the Premises; zoning of the Premises;
performing or supervising any extensive alteration or renovation to the
Premises; site acquisitions of additional ground for the expansion of the
Premises; reconstruction after casualty or condemnation; leasing, management, or
construction relating to any proposed or implemented expansion of the Premises
or work generally classified as "development" work in connection with the same;
renewals or renegotiation of leases or other agreements with department stores
if such involves substantial changes from existing documents (including, without
limitation, negotiation of new leases, renewal leases, operating covenants,
renovation provisions, expansion rights, and like matters); or replacement of
department store tenancies. If the Agent proposes to perform such work or if the
Owner requests the Agent to perform any of the foregoing, prior to undertaking
the performance thereof, the Agent shall submit to the Owner for its approval a
written proposal indicating the nature, extent and cost thereof, including the
Agent's fee and payment provisions thereof for so performing such work and upon
acceptance of such proposal the Owner shall pay the Agent in accordance
therewith.

11. Other Requested Services:
If Owner requests Agent to provide its own personnel for non-routine services
which Agent is not obligated elsewhere in this Agreement to perform, the
compensation for which is not provided for


<PAGE>   23

hereinabove, Owner shall pay Agent an amount equal to two and one-half (2 1/2)
times the actual base cost of Agent's departmental personnel, as computed by
Agent, for their time involved in performing such requested services, plus
reimbursement for any out-of-pocket costs incurred incident to furnishing such
requested services. Owner and Agent shall agree in advance as to the hourly
base cost to be applicable for the specific services to be provided. Such
amount or amounts shall be payable to Agent monthly within ten (10) days after
Owner's receipt of Agent's statement setting forth the amount payable to Agent.


<PAGE>   24


                                   EXHIBIT B

Form of Monthly Report

Monthly Report Outline

1)  Cover Page
2)  Invoice Copies of Capital Expenditure Items
3)  Aged Accounts Receivables and a summary of collection activities
4)  Bank Reconciliation
5)  Trial Balance
6)  Income and Expense Statement (with comparison to budget)
7)  Journal Entry Forms
8)  Management Fee Schedule
9)  Significant Operating Matters
10) Security Deposit Reports
11) Rent Rolls
12) Occupancy Reports

Quarterly Report Outline

1)  Leasing Activity
2)  Competition
3)  Variance Analysis
4)  Government Activities
5)  Tenant Sales Overview
6)  Construction Activity
7)  Significant Revisions to Forecast
8)  Collection Analysis

<PAGE>   25

                                   EXHIBIT C

                               Leasing Guidelines

Agent shall use a form or forms of lease which have been prepared and submitted
to Owner for Owner's prior review and approval. Agent shall negotiate and make
modifications to such forms as directed by Owner, or as necessary or appropriate
with respect to the needs of the particular transactions, utilizing methods and
techniques consistent with prevailing practices employed in management and
leasing of shopping centers.

All essential financial and business terms and provisions of the lease,
including construction and improvements of the leasehold, shall be presented for
Owner's approval. Tenant-signed leases presented by Agent for Owner's review and
execution shall be consistent with such terms and conditions previously approved
by Owner, or with such deviations or modifications identified for Owner's
review. Execution of tenant-signed leases that are presented by Agent for
Owner's signature shall acknowledge Owner's approval of the lease, its form, its
terms and provisions.

No lease or other agreement shall be entered into, modified, canceled or
extended if the consent of any mortgagee or ground lessor is required unless
such consent has been obtained. Agent shall notify Owner when such consent is
required.