Prepared and filed by St Ives Financial





EMPLOYMENT AGREEMENT


  EMPLOYMENT AGREEMENT dated as of
      November 15, 2005, by and between Feldman Mall Properties, Inc., with its
      principal place of business at 3225 North Central Avenue, Suite 1205, Phoenix,
      Arizona 85012 (the “Company”) and Wayne Snyder, residing at
      the address set forth on the signature page hereof (the “Executive”).

  WHEREAS, the Company wishes to
      employ the Executive, and the Executive wishes to accept such offer, on
      the terms set forth below:

  Accordingly, the parties hereto
      agree as follows:

  1.       Employment.
      The Company hereby employs the Executive, and the Executive hereby accepts
      such employment. Such employment shall continue until such time as either
      party notifies the other party of termination not less than thirty (30)
      days in advance of the effective date of termination (the period during
      which the Executive is employed hereunder being hereinafter referred to
      as the “Term”).

  2.       Duties.
      During the Term, the Executive shall be employed by the Company as an Executive
      Vice President of the Company in charge of development, and, as such, the
      Executive shall faithfully perform for the Company the duties of said office
      and shall perform such other duties of an executive, managerial or administrative
      nature as shall be specified and designated from time to time by the Chief
      Executive Officer (“CEO”) of the Company. The Executive shall
      report to the CEO and to the Board of Directors (“Board”).
      The Executive shall devote substantially all of his business time and effort
      to the performance of his duties hereunder; provided that in no event shall
      this sentence prohibit the Executive from performing personal and charitable
      activities, and other business interests that do not conflict with any
      business activities of the Company.

  3.       Compensation.

  3.1     Salary.
      The Company shall pay the Executive during the Term a salary at a minimum
      rate of $225,000 per annum (the “Annual Salary”), in accordance
      with the customary payroll practices of the Company applicable to senior
      executives. At least annually, the Board shall review the Executive’s
      Annual Salary and may provide for such increases therein as it may in its
      discretion deem appropriate. (Any such increased salary shall constitute
      the “Annual Salary” as of the time of the increase.)



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  3.2     Bonus.
      During the Term, in addition to the Annual Salary, on May 1, 2006, January
      1, 2007, and every six months thereafter during the Term, the Executive
      shall have the opportunity to receive a bonus; the bonus on May 1, 2006
      would be up to $87,500, the bonus on January 1, 2007 would be up to $108,333,
      and each six-month bonus thereafter (i.e. every January 1 and July 1) would
      be up to $62,500. The amount of the Executive’s bonus under the preceding
      sentence shall be determined by the Company considering only the Executive’s
      performance, including the accuracy of construction scheduling and budgets,
      and without regard to the Company’s overall economic performance.
      The foregoing bonuses will be paid to the Executive within ten (10) days
      following the bonus date specified above. The forgoing shall not limit
      the Executive’s eligibility to receive any other bonus under any other
      bonus plan, stock option or equity–based plan, or other policy or
      program of the Company, but Executive acknowledges that the Company will
      consider the bonus provided to Executive under the first sentence of this
      Section 3.2 in determining the presence or amount of Executive’s participation
      in any other bonus plan.

   3.3     Benefits – In
        General. The Executive shall be permitted during the Term to participate
        in any group life, hospitalization or disability insurance plans, health
        programs, retirement plans, fringe benefit programs and other benefits
        that may be available to other senior executives of the Company generally,
        on the same terms as such other executives, in each case to the extent
        that the Executive is eligible under the terms of such plans or programs,
        and coverage under the Company’s health insurance and hospitalization
        plans shall include, and the Company shall pay the premiums applicable
        to such coverage for, the Executive, the Executive’s spouse, minor
        children and adult children under age 25 who are full time undergraduate
        or graduate students, to the extent elected by the Executive. 

   3.4     Vacation.
      The Executive shall be entitled to vacation of no less than twenty (20)
      business days per year, to be taken by the Executive on such days as may
      be approved by the CEO of the Company. The Executive shall have the right
      to carry over unused vacation days, but any such carry over of vacation
      days shall not exceed twenty (20) business days at any time.



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  3.5     Expenses – In
        General. The Company shall pay or reimburse the Executive for all
        ordinary and reasonable out-of-pocket expenses actually incurred (and,
        in the case of reimbursement, paid) by the Executive during the Term
        in the performance of the Executive’s services under this Agreement
        in accordance with the Company’s policies regarding such reimbursements,
        but in no event later than thirty (30) days following request for reimbursement
        accompanied by copies of bills). The Company shall provide the Executive
        with (a) an office in the Philadelphia at such time as the Executive
        determines that he no longer wishes to operate from his home, (b) secretarial
        support and (c) to the extent determined necessary by the Company, other
        reasonable support services.

   3.6     Automobile.
      During the Term, the Company shall provide the Executive with an automobile
      allowance of $500 per month, payable pro-rata with each bi-weekly paycheck.

   3.7     Cellular
        Telephone. During the Term, the Company shall provide the Executive
        with the use of a cellular telephone, or, so long as such will not increase
        the Company’s expense, reimburse Executive (within thirty (30) days
        following monthly invoice) for a cellular phone and phone plan obtained
        by the Executive.

   3.8     Stock Grant.
      Concurrently with execution of this Agreement, Executive and Company shall
      execute a Restricted Stock Award Agreement granting Executive certain rights
      in 38,168 shares of stock in the Company. The Restricted Stock Award Agreement
      shall govern the terms of such stock grant except where this Agreement
      expressly governs; in the event of any conflict between this Agreement
      and the Restricted Stock Award Agreement, this Agreement shall control.

   4.       Certain
        Terminations of Employment; Certain Benefits.

   4.1     Termination
        by the Company for Cause; Termination by the Executive without Good Reason.



		 	
(a)     For purposes of this Agreement, “Cause” shall mean the Executive’s:


		 	 	 	 
		
 	
 	
(i)	
conviction of (or pleading nolo contendere to) a felony (but in no event including a traffic or similar violation); 


		 	 	 	 
		
 	
 	
(ii)	
engagement in the performance of his duties hereunder, in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement;


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(iii)	
repeated substantial failure to materially adhere to the reasonable directions of the CEO, and failure of the Executive to cure such failure within a reasonable period of time following written notice; or


				 	 
				
(iv)	
material breach of any of the provisions of Section 5, and failure of the Execute to cure such breach within a reasonable period of time following written notice.



  (b)     The
      Company may terminate this Agreement and the Executive’s employment
      hereunder with or without Cause, and the Executive may terminate his employment
      on at least 30 days’ written notice given to the Company. If the Company
      terminates the Executive for Cause, or the Executive terminates his employment
      and the termination by the Executive is not for Good Reason (as hereinafter
      defined), (i) the Executive shall receive Annual Salary and other benefits
      (including any bonus for a bonus period (as described in Section 3.2) completed
      before termination and awarded but not yet paid) earned and accrued under
      this Agreement prior to the termination of employment (and reimbursement
      under this Agreement for expenses incurred prior to the termination of
      employment); and (ii) the Executive shall have no further rights to any
      other compensation or benefits under this Agreement on or after the termination
      of employment, but the Executive shall retain any shares of stock in the
      Company that have previously vested.




   4.2     Good Reason
        for Executive Termination. For purposes of this Agreement, “Good
        Reason” shall mean, unless otherwise consented to by the Executive,



		
 	
(i)	
the material reduction of the Executive’s authority, duties and responsibilities or the assignment to the Executive of duties materially inconsistent with the Executive’s position with the Company;
		 	 	 
		
 	
(ii)	
a reduction in Annual Salary of the Executive;
		 	 	 
		
 	
(iii)	
the relocation of the Executive’s office to more than 25 miles from the Executive’s home address shown at the end of this Agreement, or the Executive not being provided with an office, office equipment and access to secretarial assistance reasonably comparable to that provided to other similarly situated officers of the Company;
		 	 	 
		
 	
(iv)	
the Company’s failure to pay the Executive any amounts otherwise due hereunder or under any plan, policy, program, agreement, arrangement or other commitment of the Company; or
		 	 	 
		
 	
(v)	
the Company’s material and willful breach of this Agreement.


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  Notwithstanding the foregoing,
      (i) Good Reason shall not be deemed to exist unless notice of termination
      on account thereof, specifying a termination date no later than thirty
      (30) days from the date of such notice and describing the event or condition
      purportedly giving rise to the termination for Good Reason, is given by
      the Executive to the CEO and the General Counsel of the Company within
      thirty (30) days after such event is alleged to have occurred; (ii) if
      there exists (without regard to this clause (ii)) an event or condition
      that constitutes Good Reason, the Company shall have twenty (20) days from
      the date notice of such a termination is given to cure such event or condition
      and, if the Company does so, such event or condition shall not constitute
      Good Reason hereunder; and (iii) Good Reason shall not be deemed to exist
      at any time at which there exists an event or condition which could serve
      as the basis of a termination for Cause.

  4.3     Termination
        Due to Death or Disability, Termination by Company Without Cause, or
        Termination by Executive For Good Reason. If the Executive dies during
        the Term, the Term shall terminate as of the date of death, and the obligations
        of the Company to or with respect to the Executive shall terminate in
        their entirety upon such date except as otherwise provided under this
        Section 4. If the Executive by virtue of ill health or other disability
        is unable to perform substantially and continuously the duties assigned
        to him for more than 180 consecutive or non-consecutive days out of any
        consecutive 12-month period, the Company shall have the right, to the
        extent permitted by law, to terminate the employment of the Executive
        upon notice in writing to the Executive. Upon termination of employment
        due to death or disability, upon termination of employment by the Company
        without Cause or upon termination of employment by the Executive for
        Good Reason, (i) the Executive (or the Executive’s estate or beneficiaries
        in the case of the death of the Executive) shall be entitled to receive
        any Annual Salary and other benefits earned and accrued under this Agreement
        prior to the date of termination (and reimbursement under this Agreement
        for expenses incurred prior to the date of termination); (ii) for a period
        of two years after termination of employment, the Executive (if applicable),
        and in the event of his death, his spouse and his dependents, shall receive
        such continuing coverage under the group health plans they would have
        received under this Agreement (but at such costs no higher than as in
        effect immediately preceding such termination) as would have applied
        in the absence of such termination, provided that, the Company shall
        in no event be required to provide any benefits otherwise required by
        this clause (ii) after such time as the Executive becomes entitled to
        receive benefits of the same type from another employer or recipient
        of the Executive’s services; (iii) without duplication of any amounts
        due under clause (i), the Executive shall receive an amount equal to
        the bonus that, in the absence of such termination, would have been payable
        for the bonus period (as described in Section 3.2) in which termination
        occurs, payable at such time as would have applied in the absence of
        such termination, with such amount to be multiplied by a fraction (x)
        the numerator of which is the number of days in such period preceding
        the termination and (y) the denominator of which is the number of days
        in such period; (iv) all outstanding unvested equity-based awards (including,
        without limitation, stock options and restricted stock) held by the Executive
        shall fully vest and become immediately exercisable, as applicable, and
        subject to the terms of such awards; and (v) except as specified in the
        following sentence, the Executive (or the Executive’s estate or
        beneficiaries in the case of the death of the Executive) shall have no
        further rights to any other compensation or benefits hereunder, or any
        other rights hereunder (but, for the avoidance of doubt, shall receive
        such disability and death benefits as may be provided under the Company’s
        plans and arrangements in accordance with their terms). In addition,
        upon termination of employment by the Company without Cause or by the
        Executive for Good Reason occurring prior to the expiration of two (2)
        years from the commencement of Executive’s employment, Executive
        shall be entitled to receive a lump sum payment of salary that Executive
        would have been entitled to receive if Executive had remained employed
        for the balance of such two (2) year period. 



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  4.4     Change
        of Control. Without duplication of the foregoing, upon a “Change
        of Control” (as defined below) while the Executive is employed,
        all outstanding unvested equity-based awards (including stock options
        and restricted stock) shall fully vest and shall become immediately exercisable,
        as applicable. In addition, if, after a Change of Control, the Executive
        terminates his employment with the Company at any time on or prior to
        the three-month anniversary of the Change of Control, such termination
        shall be deemed a termination by the Executive for Good Reason. For purposes
        of this Agreement, “Change in Control” shall mean the happening
        of any of the following:



		
 	
(i)	
any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but excluding the Company, any entity controlling, controlled by or under common control with the Company, any employee benefit plan of the Company or any such entity, and Executive and any “group” (as such term is used in Section 13(d)(3) of the Exchange Act) of which the Executive is a member) is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of either (A) the combined voting power of the Company’s then outstanding
securities or (B) the then outstanding common stock of the Company (in either such case other than as a result of an acquisition of securities directly from the Company); provided, however, that, in no event shall a Change in Control be deemed to have occurred upon an initial public offering or a subsequent public offering of the common stock under the Securities Act of 1933, as amended; or
		 	 	 
		
 	
(ii)	
any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or
		 	 	 
		
 	
(iii)	
there shall occur (A) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by “persons” (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale or (B) the approval by stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or
		 	 	 
		
 	
(iv)	
the members of the Board at the beginning of any consecutive 24-calendar-month period (the “Incumbent Directors”) cease for any reason other than due to death or disability to constitute at least a majority of the members of the Board; provided that any director whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the members of the Board then still in office who were members of the Board at the beginning of such 24-calendar-month period, shall be deemed to be an Incumbent Director.


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  5.       Covenants
        of the Executive. 

   5.1     Covenant
        Against Competition; Other Covenants. The Executive acknowledges
        that (i) the principal business of the Company (which expressly
        includes for purposes of this Section 5 (and any related enforcement
        provisions hereof), its successors and assigns) is the acquiring, owning
        and redeveloping of enclosed shopping malls (such business herein being
        referred to as the “Business”); (ii) the Company is one
        of the limited number of persons who have developed such a business;
        (iii) the Company’s Business is, in part, national in scope;
        (iv) the Executive’s work for the Company has given and will
        continue to give him access to the confidential affairs and proprietary
        information of the Company; (v) the covenants and agreements of
        the Executive contained in this Section 5 are essential to the business
        and goodwill of the Company; and (vi) the Company would not have entered
        into this Agreement but for the covenants and agreements set forth in
        this Section 5. Accordingly, the Executive covenants and agrees that:




  (a)     By
      and in consideration of the salary and benefits to be provided by the Company
      hereunder, and subject to Executive receiving all monies due to him under
      the severance arrangements set forth herein, and further in consideration
      of the Executive’s exposure to the proprietary information of the
      Company, the Executive covenants and agrees that, during the period commencing
      on the date hereof and ending one year following the date upon which the
      Executive shall cease to be an employee of the Company and its affiliates,
      he shall not in the United States, directly or indirectly, except with
      the prior approval of the Board, (i) engage in the Business (other
      than for the Company or its affiliates), or (ii) render any services
      to any person, corporation, partnership or other entity (other than the
      Company or its affiliates) whose principal business is to engage in the
      Business, or (iii) become interested in any person, corporation, partnership
      or other entity (other than the Company or its affiliates) principally
      engaged in the Business, as a partner, shareholder, principal, agent, employee,
      consultant or in any other relationship or capacity; provided, however,
      that, notwithstanding the foregoing, the Executive may invest in securities
      of any entity, solely for investment purposes and without participating
      in the business thereof, if (A) such securities are traded on any
      national securities exchange or the National Association of Securities
      Dealers, Inc. Automated Quotation System, and (B) the Executive is
      not a controlling person of, or a member of a group which controls, such
      entity. Notwithstanding the foregoing, the restrictions in this Section
      5(a) shall not apply upon and after (i) a termination covered by Section
      4.3 or (ii) a termination by the Executive after a Change in Control.
      In addition, the restrictions of this Section 5.1(a) shall not apply to
      any existing investments or other activities of the Executive which have
      been disclosed in writing to the Board prior to the date hereof.



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  (b)     During
      and for a one (1) year period after the period of the Executive’s
      employment with the Company and its affiliates, the Executive shall keep
      secret and retain in strictest confidence, except in connection with the
      business and affairs of the Company and its affiliates, all confidential
      matters relating to the Company’s Business and the business of any
      of its affiliates and to the Company and any of its affiliates, learned
      by the Executive heretofore or hereafter directly or indirectly from the
      Company or any of its affiliates (the “Confidential Company Information”);
      and shall not disclose such Confidential Company Information to anyone
      outside of the Company except with the Company’s express written consent
      and except for Confidential Company Information which is at the time of
      receipt or thereafter becomes publicly known through no wrongful act of
      the Executive or is received from a third party not under an obligation
      to keep such information confidential and without breach of this Agreement.

   (c)     During the
      period commencing on the date hereof and ending one year following the
      date upon which the Executive shall cease to be an employee of the Company
      and its affiliates, (i) the Executive shall not, without the Company’s
      prior written consent, directly or indirectly, knowingly (i) solicit
      or encourage to leave the employment or other service of the Company, or
      any of its affiliates, any employee thereof or (ii) hire (on behalf
      of the Executive or any other person or entity) any employee who has left
      the employment of the Company or any of its affiliates within the one-year
      period which follows the termination of such employee’s employment
      with the Company and its affiliates, and (ii) the Executive will not,
      whether for his own account or for the account of any other person, firm,
      corporation or other business organization, intentionally interfere with
      the Company’s or any of its affiliates’ relationship with, or
      endeavor to entice away from the Company or any of its affiliates, any
      person who during the Term is or was a customer or client of the Company
      or any of its affiliates. Notwithstanding the foregoing, the restrictions
      in this Section 5.1(c) shall not apply upon and after (i) a termination
      covered by Section 4.3 or (ii) a termination by the Executive after
      a Change in Control.



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  5.2     Rights
        and Remedies upon Breach. The Executive acknowledges and agrees that
        any breach by him of any of the provisions of Section 5.1 (the “Restrictive
        Covenants”) would result in irreparable injury and damage for which
        money damages would not provide an adequate remedy. Therefore, if the
        Executive breaches, or threatens to commit a breach of, any of the provisions
        of Section 5.1, the Company and its affiliates, in addition to, and not
        in lieu of, any other rights and remedies available to the Company and
        its affiliates under law or in equity (including, without limitation,
        the recovery of damages), shall have the right and remedy to have the
        Restrictive Covenants specifically enforced by any court having equity
        jurisdiction, including, without limitation, the right to an entry against
        the Executive of restraining orders and injunctions (preliminary, mandatory,
        temporary and permanent) against violations, threatened or actual, and
        whether or not then continuing, of such covenants.

  6.       Other Provisions.

   6.1     Severability.
      The Executive acknowledges and agrees that he has had an opportunity to
      seek advice of counsel in connection with this Agreement. If it is determined
      that any of the provisions of this Agreement or any part thereof is invalid
      or unenforceable, the remainder of the provisions of this Agreement shall
      not thereby be affected and shall be given full effect, without regard
      to the invalid portions. 

   6.2     Duration
        and Scope of Covenants. If any court or other decision-maker of competent
        jurisdiction determines that any of the Executive’s covenants contained
        in this Agreement, or any part thereof, is unenforceable because of the
        duration or geographical scope of such provision, then, after such determination
        has become final and unappealable, the duration or scope of such provision,
        as the case may be, shall be reduced so that such provision becomes enforceable
        and, in its reduced form, such provision shall then be enforceable and
        shall be enforced.



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  6.3     Enforceability;
        Jurisdiction; Arbitration. Any controversy or claim arising out of
        or relating to this Agreement or the breach of this Agreement that is
        not resolved by the Executive and the Company (or its affiliates, where
        applicable) shall be submitted to arbitration in New York, New York in
        accordance with New York law and the procedures of the American Arbitration
        Association. The determination of the arbitrator(s) shall be conclusive
        and binding on the Company (or its affiliates, where applicable) and
        the Executive and judgment may be entered on the arbitrator(s)’ award
        in any court having jurisdiction. 

   6.4     Indemnification
        and Insurance. The Company agrees to indemnify (in addition to any
        other indemnification provided to the Executive under any separate agreement
        or the by-laws of the Company) the Executive to the fullest extent permitted
        by applicable law, as the same exists and may hereafter be amended, from
        and against any and all losses, damages, claims, liabilities and expenses
        asserted against, or incurred or suffered by, the Executive (including
        the costs and expenses of legal counsel retained by the Company (or if
        separate counsel is reasonably required by Executive, the reasonable
        costs and expenses of legal counsel retained by the Executive) to defend
        the Executive and judgments, fines and amounts paid in settlement actually
        and reasonably incurred by or imposed on such indemnified party) with
        respect to any action, suit or proceeding, whether civil, criminal, administrative
        or investigative in which the Executive is made a party or threatened
        to be made a party, either with regard to his entering into this Agreement
        or in his capacity as an officer or director, or former officer or director,
        of the Company or any affiliate thereof for which he may serve in such
        capacity. Such indemnification shall continue after the Executive is
        no longer employed by the Company and shall inure to the benefit of his
        heirs, executors, and administrators. The Company also agrees to secure
        and maintain a minimum of $10,000,000 of officers and directors liability
        insurance and a minimum of $10,000,000 of an errors and omissions policy
        providing coverage for the Executive, which coverage shall continue after
        termination of employment for a reasonable time (but in no event for
        a shorter time than is applicable to any other senior executive of the
        Company). The foregoing provisions are in addition to any indemnification
        obligations of the Company under any other document or agreement, including
        without limitation the articles of incorporation or bylaws of the Company.



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  6.5     Legal
        Fees. The prevailing party in any litigation, arbitration or other
        proceeding involving this Agreement shall be entitled to recover its
        costs, reasonable attorneys fees and other reasonable expenses.

  6.6     Notices.
      Any notice or other communication required or permitted hereunder shall
      be in writing and shall be delivered personally, telegraphed, telexed,
      sent by facsimile transmission or sent by certified, registered or express
      mail, postage prepaid. Any such notice shall be deemed given when so delivered
      personally, telegraphed, telexed or sent by facsimile transmission or,
      if mailed, five days after the date of deposit in the United States mails
      as follows:



			(i)	If
    to the Company, to:
				 
				Feldman Mall Properties, Inc.

1010
Northern Boulevard, Suite 314

Great
Neck, New York 11021

Attention: Chief Executive Officer
				 
				with a copy to:
				 
				Feldman Mall Properties, Inc.

3225
North Central Avenue, Suite 1205

Phoenix, Arizona 85012

Attention: General
Counsel 
				 
			(ii)	If to the Executive, to the address set forth
    on the signature page hereof.


Any such person may by notice given in accordance with this Section 6.6 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.


  6.7     Entire
        Agreement. This Agreement contains the entire agreement between the
        parties with respect to the subject matter hereof and supersedes all
        prior agreements, written or oral, with respect thereto.

  6.8     Waivers
        and Amendments. This Agreement may be amended, superseded, canceled,
        renewed or extended, and the terms hereof may be waived, only by a written
        instrument signed by the parties or, in the case of a waiver, by the
        party waiving compliance. No delay on the part of any party in exercising
        any right, power or privilege hereunder shall operate as a waiver thereof,
        nor shall any waiver on the part of any party of any such right, power
        or privilege nor any single or partial exercise of any such right, power
        or privilege, preclude any other or further exercise thereof or the exercise
        of any other such right, power or privilege.



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  6.9     GOVERNING
        LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
        WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
        CONFLICTS OF LAW.

   6.10   Assignment.      This
      Agreement shall be binding upon and inure to the benefit of the parties
      and their respective successors, heirs and assigns. No rights or obligations
      of the Company under this Agreement may be assigned or transferred by the
      Company except that such rights or obligations may be assigned or transferred,
      subject to Section 5.3, pursuant to a merger or consolidation in which
      the Company is not the continuing entity, or the sale or liquidation of
      all or substantially all of the assets of the Company; provided, however,
      that the assignee or transferee is the successor to all or substantially
      all of the assets of the Company and such assignee or transferee assumes
      the liabilities, obligations and duties of the Company, as contained in
      this Agreement, either contractually or as a matter of law. 

   6.11   Withholding.
      The Company shall be entitled to withhold from any payments or deemed payments
      any amount of tax withholding it determines to be required by law.

   6.12   Binding
        Effect. This Agreement shall be binding upon and inure to the benefit
        of the parties and their respective successors, permitted assigns, heirs,
        executors and legal representatives.

   6.13   Counterparts.
      This Agreement may be executed by the parties hereto in separate counterparts,
      each of which when so executed and delivered shall be an original but all
      such counterparts together shall constitute one and the same instrument.
      Each counterpart may consist of two copies hereof each signed by one of
      the parties hereto.

   6.14   Survival.
      Anything contained in this Agreement to the contrary notwithstanding, any
      provisions of this Agreement expressly imposing obligations that survive
      termination of Executive’s employment hereunder, and the other provisions
      of this Section 6 to the extent necessary to effectuate the survival of
      such provisions, shall survive termination of this Agreement and any termination
      of the Executive’s employment hereunder. Without limitation of the
      foregoing, the Company’s obligations under Section 6.4 shall survive
      termination of this Agreement.



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  6.15   Existing
        Agreements. The Executive represents to the Company that he is not
        subject or a party to any employment or consulting agreement, non-competition
        covenant or other agreement, covenant or understanding which might prohibit
        him from executing this Agreement or limit his ability to fulfill his
        responsibilities hereunder, except that, as previously disclosed to the
        Board, the Executive may have certain non-solicitation and non-interference
        obligations to a former employer.

  6.16   Headings.
      The headings in this Agreement are for reference only and shall not affect
      the interpretation of this Agreement.

THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK.



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IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.
  	 	 FELDMAN MALL PROPERTIES INC.
	 	 	 
	 	By: 	/s/ Larry Feldman
	 	 	

    
	 	Name: 	Larry Feldman
	 	 	

    
	 	Title: 	Chairman and Chief Executive Officer
	 	 	

  
	 	 
	 	/s/ Wayne Snyder
	 	

	 	Wayne Snyder


	 	 
	 	 
	[to be deleted from all public filings:] 	 
	 	 
	Executive’s Address: