Exhibit 10.3

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                      SIMON/CHELSEA DEVELOPMENT CO., L.L.C.


                                  May 16, 1997

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                                TABLE OF CONTENTS


ARTICLE 1       DEFINITIONS; EXHIBITS........................................1
  SECTION 1.1    Certain Definitions.........................................1
  SECTION 1.2    Other Definitions...........................................1
  SECTION 1.3    Exhibits....................................................1

ARTICLE 2       FORMATION; NAME; PLACE OF BUSINESS...........................2
  SECTION 2.1    Formation of Company; Certificate of Formation..............2
  SECTION 2.2    Name of Company.............................................2
  SECTION 2.3    Place of Business...........................................2
  SECTION 2.4    Registered Office and Registered Agent......................3

ARTICLE 3       PURPOSES AND POWERS OF COMPANY...............................3
  SECTION 3.1    Purposes....................................................3
  SECTION 3.2    Powers......................................................3
  SECTION 3.3    Limits of Company...........................................3
  SECTION 3.4    No Individual Authority.....................................5
  SECTION 3.5    Responsibility of Members...................................5

ARTICLE 4       TERM OF COMPANY..............................................6

ARTICLE 5       CAPITAL......................................................6
  SECTION 5.1    Members' Initial Percentage Interests.......................6
  SECTION 5.2    Capital Contributions.......................................6
            5.2.1   Initial Capital Contributions............................6
            5.2.2   Prospective Project Expenditures.........................6
            5.2.3   Pre-Construction Expenditures............................7
            5.2.4   Construction Period......................................7
            5.2.5   Completion of Construction...............................8
  SECTION 5.3    Additional Funds............................................8
  SECTION 5.4    Capital Calls...............................................9
            5.4.1   General..................................................9
            5.4.2   Notice by Operating Member...............................9
            5.4.3   Dilution................................................10
            5.4.4   Contribution Loans......................................11
            5.4.5   Repayment through Distributions.........................12
            5.4.6   Transferees and Assignees...............................13
            5.4.7   No Third Party Rights...................................13
            5.4.8   Role in Management......................................13
  SECTION 5.5    No Interest on Capital.....................................14
  SECTION 5.6    Reduction of Capital Accounts..............................14
  SECTION 5.7    Negative Capital Accounts..................................14
  SECTION 5.8    Limit on Contributions and Obligations of Members..........14
  SECTION 5.9    Pre-Construction Period Withdrawals........................15

ARTICLE 6      PROFITS, LOSSES, DISTRIBUTIONS, AND ALLOCATIONS..............15
  SECTION 6.1   Net Profit..................................................15
  SECTION 6.2   Net Loss....................................................15
  SECTION 6.3   Limitation on Net Loss Allocation...........................16
  SECTION 6.4   Other Allocation Rules......................................16
  SECTION 6.5   Distribution of Cash Flow...................................16
  SECTION 6.6   Distribution of Capital Proceeds............................17

ARTICLE 7      COMPANY BOOKS; ACCOUNTING/FINANCIAL STATEMENTS...............17
  SECTION 7.1   Books and Records...........................................17
  SECTION 7.2   Tax Returns.................................................18
  SECTION 7.3   Reports.....................................................18
  SECTION 7.4   Audits......................................................19
  SECTION 7.5   Bank Accounts...............................................19
  SECTION 7.6   Tax Elections...............................................19
  SECTION 7.7   Tax Matters Member..........................................19

ARTICLE 8      MANAGEMENT OF THE COMPANY....................................20
  SECTION 8.1   Management of the Company...................................20
            8.1.1  General..................................................20
            8.1.2  Member Representatives...................................20
            8.1.3  Actions By the Members...................................20
            8.1.4  Meetings.................................................21
  SECTION 8.2   The Operating Member........................................21
  SECTION 8.3   Duties of Operating Member; Chelsea as Initial Operating
                Member......................................................24
  SECTION 8.4   Authorization for Expenditures..............................24
  SECTION 8.5   Rights Not Assignable.......................................25
  SECTION 8.6   Major Decisions.............................................25
  SECTION 8.7   Emergency Authority.........................................25
  SECTION 8.8   Identification of Prospective Projects......................25
  SECTION 8.9   Budgets.....................................................26
  SECTION 8.10  Removal of Operating Member.................................28
  SECTION 8.11  Development Agreement.......................................28
  SECTION 8.12  Management Agreement........................................29
  SECTION 8.13  Fees and Expense Reimbursements for Members.................30

ARTICLE 9     COMPENSATION; REIMBURSEMENTS; CONTRACTS WITH AFFILIATES.......30
  SECTION 9.1  Compensation, Reimbursements.................................30
            9.1.1  Compensation.............................................30
            9.1.2  Reimbursements...........................................30
  SECTION 9.2  No Contracts with Affiliates.................................31

ARTICLE 10    SALE, TRANSFER OR MORTGAGE....................................31
  SECTION 10.1 General......................................................31
  SECTION 10.2 Permitted Transfers by the Members...........................31
             10.2.1  Transfers By Chelsea...................................31
             10.2.2  Transfers by Simon.....................................31
             10.2.3  Agreements with Transferees............................32

ARTICLE 11    DISSOLUTION...................................................33
  SECTION 11.1  Dissolution and Termination; Continuation of Business.......33
             11.1.1  Causes of Dissolution and Termination..................33
             11.1.2  Right to Continue Business of the Company..............34
  SECTION 11.2  Procedure in Dissolution and Liquidation....................34
             11.2.1  Winding Up.............................................34
             11.2.2  Management Rights During Winding Up....................34
             11.2.3  Work in Progress.......................................35
             11.2.4  Distributions in Liquidation...........................35
             11.2.5  Non-Cash Assets........................................36
  SECTION 11.3  Disposition of Documents and Records........................36
  SECTION 11.4  Date of Termination.........................................36

ARTICLE 12  GENERAL PROVISIONS..............................................37
  SECTION 12.1  Notices.....................................................37
  SECTION 12.2  Entire Agreement............................................38
  SECTION 12.3  Severability................................................38
  SECTION 12.4  Successors and Assigns......................................38
  SECTION 12.5  Counterparts................................................39
  SECTION 12.6  Additional Documents and Acts...............................39
  SECTION 12.7  Interpretation..............................................39
  SECTION 12.8  Terms.......................................................39
  SECTION 12.9  Amendment...................................................39
  SECTION 12.10 References to this Agreement................................39
  SECTION 12.11 Headings....................................................39
  SECTION 12.12 No Third Party Beneficiary..................................40
  SECTION 12.13 No Waiver...................................................40
  SECTION 12.14 Time of Essence.............................................40


<PAGE>

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                      SIMON/CHELSEA DEVELOPMENT CO., L.L.C.

          THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is entered into
as of May 16, 1997, by and between SIMON DeBARTOLO GROUP, L.P., a Delaware
limited partnership ("Simon"), and CHELSEA GCA REALTY PARTNERSHIP, L.P., a
Delaware limited partnership ("Chelsea"). Simon and Chelsea and any other
persons or entities who shall in the future execute and deliver this Agreement
pursuant to the provisions hereof shall hereinafter collectively be referred to
as the "Members."

          WHEREAS, the Members have formed a limited liability company pursuant
to the provisions of the Delaware Limited Liability Act (the "Act" or the
"Delaware LLC Act") under the name "Simon/Chelsea Development Co., L.L.C." (the
"Company") pursuant to a Certificate of Formation, dated May __, 1997 (the
"Certificate"); and

          WHEREAS, the Members desire to continue the Company for the purposes
hereinafter set forth, subject to the terms and conditions hereof.

          NOW, THEREFORE, in consideration of the foregoing, and of the
covenants and agreements hereinafter set forth, it is hereby agreed as follows:

                                    ARTICLE 1
                              DEFINITIONS; EXHIBITS

SECTION 1.1 Certain Definitions.

          Unless the context otherwise specifies or requires, capitalized terms
used herein shall have the respective meanings assigned thereto in Exhibit A,
attached hereto, and incorporated herein by reference, for all purposes of this
Agreement (such definitions to be equally applicable to both the singular and
the plural forms of the terms defined). Unless otherwise specified, all
references herein to Articles or Sections are to Articles or Sections of this
Agreement.

SECTION 1.2 Other Definitions.

          In addition to the terms defined in Exhibit A, other terms will have
the definitions provided elsewhere in this Agreement.

SECTION 1.3  Exhibits.

          Attached hereto and forming an integral part of this Agreement are
various exhibits which are listed in the Table of Contents for this Agreement,
all of which are incorporated into this Agreement as fully as if the content
thereof were set out in full herein at each point of reference thereto.

                                    ARTICLE 2
                       FORMATION; NAME; PLACE OF BUSINESS

SECTION 2.1  Formation of Company; Certificate of Formation

          The Members of the Company hereby:

          (a) acknowledge the formation of the Company by the Members as a
limited liability company pursuant to the Delaware LLC Act by virtue of the
filing of the Certificate with the appropriate public office in Delaware on May
16, 1997;

          (b) confirm and agree to their status as Members of the Company;

          (c) execute this Agreement for the purpose of continuing the existence
of the Company and establishing the rights, duties, and relationship, of the
Members; and

          (d) (i) agree that if the laws of any jurisdiction in which the
Company transacts business so require, the Company also shall cause to be filed,
with the appropriate office in that jurisdiction, any documents necessary for
the Company to qualify to transact business under such laws; and (ii) agree and
obligate themselves to execute, acknowledge, and cause to be filed for record,
in the place or places and manner prescribed by law, any amendments to the
Certificate as may be required, either by the Delaware LLC Act, by the laws of
any jurisdiction in which the Company transacts business, or by this Agreement,
to reflect changes in the information contained therein or otherwise to comply
with the requirements of law for the continuation, preservation, and operation
of the Company as a limited liability company under the Delaware LLC Act.

SECTION 2.2  Name of Company

          The name under which the Company shall conduct its business is
"Simon/Chelsea Development Co., L.L.C.". The business of the Company may be
conducted under any other name permitted by the Delaware LLC Act that is deemed
necessary or desirable by the Members. The Company promptly shall cause to be
executed, filed, and recorded any assumed or fictitious name certificates
required by the laws of the State of Delaware or any state in which the Company
conducts business.

SECTION 2.3  Place of Business

          The location of the principal place of business of the Company shall
be c/o Chelsea GCA Realty, Inc., 103 Eisenhower Parkway, Roseland, New Jersey
07068. The Members may hereafter change the principal place of business of the
Company to such other place or places within the United States as the Members
may from time to time determine, and, if necessary, the Members shall amend the
Certificate in accordance with the applicable requirements of the Delaware LLC
Act. The Members may establish and maintain such other offices and additional
places of business of the Company, either within or without the State of
Delaware, as they deem appropriate.

SECTION 2.4  Registered Office and Registered Agent

          The street address of the initial registered office of the Company
shall be 1209 Orange Street, Wilmington, Delaware 19801, and the Company's
registered agent at such address shall be the Corporation Trust Company.

                                    ARTICLE 3
                         PURPOSES AND POWERS OF COMPANY

SECTION 3.1  Purposes

          Subject to the provisions of this Agreement, the purposes of the
Company are limited and include only the following: investing in, acquiring,
holding, owning, developing, operating, maintaining, improving, leasing, selling
as a means of recovering the Members' investment and a profit thereon,
exchanging and otherwise using one or more Projects, for profit and as an
investment, and doing any and all other acts or things which may be incidental
or necessary to carry on the business of the Company as herein contemplated.

SECTION 3.2  Powers

          The Company shall have the power to do any and all acts and things
necessary, appropriate, advisable, or convenient for the furtherance and
accomplishment of the purposes of the Company, including, without limitation, to
engage in any kind of activity and to enter into and perform obligations of any
kind necessary to or in connection with, or incidental to, the accomplishment of
the purposes of the Company, so long as said activities and obligations may be
lawfully engaged in or performed by a limited liability company under the
Delaware LLC Act.

SECTION 3.3  Limits of Company

          (a)  The relationship between and among the Members as members of a
               limited liability company shall be limited to carrying on the
               business of the Company in accordance with the terms of this
               Agreement. Such relationship shall be construed and deemed to be
               a limited liability company only for such sole and limited
               purpose.

          (b)  The Members shall each devote such time to the Company as is
               reasonably necessary to carry out the provisions of this
               Agreement. Each of the Members understands that the other Member
               or its Affiliates may be interested, directly or indirectly, in
               various other businesses and undertakings not included in the
               Company. Each Member also understands that the conduct of the
               business of the Company may involve business dealings with such
               other businesses or undertakings. The Members hereby agree that
               the creation of the Company and the assumption by each of the
               Members of their duties hereunder shall be without prejudice to
               their rights (or the rights of their Affiliates) to have such
               other interests and activities and to receive and enjoy profits
               or compensation therefrom, and except as otherwise expressly
               agreed in writing by the Members, each Member waives any rights
               it might otherwise have to share or participate in such other
               interests or activities of the other Member or its Affiliates.
               Except as set forth below or as otherwise expressly agreed in
               writing by the Members, the Members may engage in or possess any
               interest in any other business of any nature or description
               independently or with others including, but not limited to, the
               ownership, financing, leasing, operation, management or
               development of real property which may compete with the business
               of the Company, and neither the Company nor the other Member
               shall have any right by virtue of this Agreement in and to any
               such other business or the income or profits derived therefrom.
               Notwithstanding the foregoing, the Members agree:

                  (i)      During the term of this Agreement, each Prospective
                           Project shall be identified by Chelsea and presented
                           to Simon for the benefit of the Company, all as
                           provided in Section 8.8 below; and

                  (ii)     During a term ending on the earlier of (A) six
                           (6) years after the date of  this Agreement, or
                           (B) two (2) years after the termination of this
                           Agreement, Simon agrees that it shall not compete
                           with Chelsea in the  acquisition, development,
                           leasing, construction or management of
                           manufacturers outlet shopping centers in the
                           United States.  The foregoing  restriction shall
                           not apply to (C)  any "Mills-type" shopping
                           center which  the Members agree is not a
                           manufacturers outlet shopping center, (D)
                           Simon's acquisition of a portfolio of shopping
                           centers where 15% or less  of the number of such
                           shopping centers so acquired are manufacturers
                           outlet shopping centers, and (E) any conversion
                           by Simon of one or more  of its shopping centers
                           to a manufacturers outlet shopping center, it
                           being  agreed that with respect to such
                           conversion, Simon shall furnish to  Chelsea the
                           plans and budgets therefor, together with such
                           other  information as Chelsea may reasonably
                           request, and Chelsea shall have the  option, for
                           a thirty (30) day period following receipt of
                           such information,  to elect to become a joint
                           venture partner with Simon in such conversion
                           and treat such conversion as a Project
                           hereunder.  For purposes of this  Agreement, a
                           "Mills-type" shopping center shall mean a large
                           (900,000  square feet or more of gross leasable
                           area) value and entertainment  oriented shopping
                           center, often enclosed, which contains a
                           substantial  number of discount or "category
                           killer" big box anchors or mini anchors   each
                           containing approximately 20,000 or more square
                           feet of gross  leasable area.

SECTION 3.4  No Individual Authority.

          Neither Member shall, without the express, prior written consent of
the other Member, take any action for or on behalf of or in the name of the
Company or other Member, or assume, undertake or enter into any commitment,
debt, duty or obligation binding upon the Company, except for (a) actions
expressly provided for in this Agreement, (b) actions by either Member within
the scope of such authority as may have been granted in this Agreement, and (c)
actions Approved by the Members, and any action taken in violation of the
foregoing limitation shall be void. Each Member shall indemnify and hold
harmless the other Member from and against any and all claims, demands, losses,
damages, liabilities, lawsuits and other proceedings, judgments and awards, and
costs and expenses (including, but not limited to, reasonable attorneys' fees
and all court costs) arising directly or indirectly, in whole or in part, out of
any breach of the foregoing provisions by such Member. This provision shall
survive dissolution of the Company.

SECTION 3.5 Responsibility of Members.

          (a)  Except for Project costs previously incurred by a Member which
               are reflected in the Development Budget, the Company and each
               Member shall not be responsible or liable for any responsibility,
               indebtedness, or other obligation of any other Member incurred
               prior to, on the date of or after the execution of this
               Agreement, except for those which are undertaken or incurred on
               behalf of the Company after the date of this Agreement under or
               pursuant to the terms of this Agreement, or assumed in writing by
               both Members, and each Member hereby indemnifies and agrees to
               hold the other Member and the Company harmless from all such
               obligations and indebtedness except as aforesaid.

          (b)  Each Member will notify the other Member as quickly as reasonably
               possible upon receipt of any notice (i) of the filing of any
               action in law or in equity naming the Company or any Member as a
               party relating in any way to the business of the Company; (ii) of
               any actions to impose liens of any kind whatsoever or of the
               imposition of any lien whatsoever against the Company or its
               assets, including the Project; (iii) of any casualty, damage or
               injury to persons or property on or related to the Project; or
               (iv) of the default by the Company of any of its obligations to
               creditors or other third parties. Each Member will endeavor to
               notify the other Member verbally promptly upon learning of any of
               the foregoing actions, or the threat thereof, which, in such
               Member's judgment, is material to the Company or the other
               Member.

                                    ARTICLE 4
                                 TERM OF COMPANY

          The existence of the Company commenced on May 16, 1997, the date upon
which the Certificate was duly filed with the Recording Office, and shall
continue until December 31, 2002, or such later date as Approved by the Members
(the "Termination Date"), unless dissolved and liquidated before the Termination
Date in accordance with the provisions of Article 11.

                                    ARTICLE 5
                                     CAPITAL

SECTION 5.1  Members' Initial Percentage Interests.

          The Initial Percentage Interests of the Members for purposes of
applying the provisions of this Agreement are set forth below:

         Member                                Initial Percentage Interests
         Simon                                          50%
         Chelsea                                        50%

The Initial Percentage Interests are subject to adjustment as provided herein.

SECTION 5.2 Capital Contributions.

          5.2.1 Initial Capital Contributions.

          (a)  Concurrently with the execution and delivery of this Agreement,
               Chelsea has contributed $600.00 to the Company ("Chelsea Initial
               Contribution").

          (b)  Concurrently with the execution and delivery of this Agreement,
               Simon has contributed $600.00 to the Company, which amount is
               equal to the Chelsea Initial Contribution ("Simon Initial
               Contribution").

          5.2.2 Prospective Project Expenditures.

               During any period when the Members are examining the feasibility
               of developing or acquiring a Prospective Project prior to the
               commencement of the PreConstruction Period, each Member shall
               contribute cash capital contributions in an amount sufficient to
               fund costs incurred by the Company and Approved in advance from
               time to time by the Members or contained in the Prospective
               Project Budget. Such costs shall only include third party,
               out-of-pocket expenditures incurred by the Company or the Members
               with respect to a Prospective Project.

          5.2.3 Pre-Construction Expenditures.

          (a)  During the Pre-Construction Period of a Project, the Members
               shall contribute cash capital contributions in an amount
               sufficient to fund those costs incurred from time to time in
               advance of the Construction Period pursuant to an applicable
               Pre-Construction Budget which has been Approved by the Members.
               Such expenditures, including the net cash equity investment of
               any Member in any portion of the Land which is contributed to the
               Company by such Member, shall be credited as cash capital
               contributions made by the Members to the Company. To the extent
               that any Member and its Affiliates have contributed less than 50%
               of such predevelopment expenditures, such Member shall thereafter
               contribute 100% of necessary costs until the capital
               contributions made by and credited to Simon and Chelsea are
               equal. Thereafter, such contributions shall be divided among them
               pro rata in accordance with their respective Initial Percentage
               Interests.

          (b)  In no event shall either party be required to contribute amounts
               during the Pre-Construction Period in respect of either (A) any
               fees which may be payable to either party in connection with a
               Project and which are identified in the Development Budget or (B)
               any other costs or expenses identified in the Development Budget
               as being subject to this Section 5.2.2(b)(B), but such costs
               described in subsections (A) or (B) hereof shall be part of Total
               Project Costs and shall be reimbursed to the appropriate Member
               from the initial disbursement of construction financing or from
               contributions by the Members pursuant to Section 5.2.4 hereof.

          5.2.4 Construction Period.

          (a)  During the Construction Period of a Project, the Members shall
               contribute cash capital contributions in the aggregate to the
               Company in the amount of (i) the Total Project Costs incurred
               from time to time, less (ii) the amount of any construction
               financing, public finance assistance or other financing sources
               obtained for the Company, or other sources of funds as to which
               the Members shall agree, which contributions will be divided
               among them pro rata in accordance with their respective Initial
               Percentage Interests. The Operating Member may seek third party
               construction financing in the amounts and upon the terms and
               conditions Approved by the Members, which approval shall not be
               unreasonably withheld so long as such terms and conditions are
               consistent with the Development Budget. In the event any such
               construction loan proceeds are less than the balance of the Total
               Project Costs, the Members shall fund the shortfall by making
               additional capital contributions to the Company pro rata in
               accordance with their Initial Percentage Interests. All such
               amounts contributed to the capital of the Company pursuant to
               this Section shall be credited to the Capital Account of each
               Member when and as such contributions are made by such Member.

          (b)  To the extent that guarantees are required in connection with any
               such construction financing, Simon and Chelsea shall each be
               obligated to provide such guarantees on a several basis in
               accordance with their respective Initial Percentage Interests.
               Should any such obligations be subject to a joint and several
               guarantee by the Members or their Affiliates in connection with
               the construction financing for the Project, or otherwise(it being
               agreed that no Member shall be required to provide a joint and
               several guaranty without its prior Approval), Simon and Chelsea
               shall each agree to indemnify and hold the other and its
               Affiliates harmless from and against any loss, cost, claim,
               damage or expense thereunder (including reasonable attorneys'
               fees) in excess of one-half (2) of the costs so guaranteed and
               incurred by both Members and/or their respective Affiliates. Any
               Members failing to perform under such indemnity shall be deemed a
               Non-Funding Member and a Non-Contributing Member for purposes of
               this Article 5.

          5.2.5 Completion of Construction.

          Upon completion of construction of the Project, the Members shall seek
to obtain third party non-recourse permanent financing in the amounts and upon
the terms and conditions Approved by the Members, which approval shall not be
unreasonably withheld so long as such terms and conditions are consistent with
the financing assumptions set forth in the Development Budget. The Members shall
be obligated to make additional capital contributions to the Company pro rata in
accordance with their Initial Percentage Interests in order that the portion of
the Total Project Costs which is not financed by such permanent financing shall
be funded by equity.

SECTION 5.3 Additional Funds.

          (a)  In the event additional funds are required to operate the Company
               in accordance with expenditures delineated in one or more Budgets
               or for other purposes Approved by the Members, the Members hereby
               agree to provide on a pro rata basis in accordance with their
               Initial Percentage Interests additional capital contributions in
               the amount necessary to satisfy such obligations. If such
               additional funds are necessary, any Member may send a notice
               thereof to the other Member setting forth the purposes for which
               the additional funds are required and a report stating the amount
               required as well as the anticipated cash receipts and obligations
               for the quarter next following the date of the notice with the
               reasons, if ascertainable, that the available funds of the
               Company will be insufficient to meet the obligations for which
               the additional funds have been requested.

          (b)  If additional funds are needed for the Company as set forth in
               Section 5.3(a), each Member shall be obligated to contribute
               additional capital to the Company pursuant to the procedure set
               forth in Section 5.4 below.

SECTION 5.4 Capital Calls.

          5.4.1 General.

          If the Members are required to contribute capital under this Agreement
the Members shall make additional capital contributions in accordance with the
provisions herein and in the same percentages as their respective Initial
Percentage Interests and in such amounts which are sufficient to provide such
funds. Chelsea and any Affiliate Transferee(s) of part of Chelsea's Percentage
Interest, on the one hand, and Simon and any Affiliate Transferee(s) of part of
Simon's Percentage Interest, on the other hand, shall be jointly and severally
liable for making any of their respective required contributions to the Company
under this Article 5.

          5.4.2 Notice by Operating Member.

          If additional capital contributions are required to be made pursuant
to Section 5.3(a), notice shall be given to each Member in the manner provided
in Section 12.1. Such notice shall specify in reasonable detail the amount and
purpose of any such additional capital contributions. Each Member shall, within
ten (10) business days (time being of the essence) after the receipt of such
notice, deposit, by wire transfer of immediately available federal funds into
the Company's bank account, the additional capital contribution specified in the
notice, to be credited to the contributing Member's capital account. If either
Member disputes the need for any additional capital contributions requested
pursuant to this Section 5.4.2, pending the resolution of such dispute the
Member disputing the need for additional capital shall nevertheless contribute
its additional capital within the time period specified in this Section 5.4.2
and the Company shall hold the contributions of both Members in an
interest-bearing account, or shall otherwise invest such contributions as
Approved by the Members, separate from other cash deposits of the Company until
such dispute is resolved; provided, however, that the Company shall have the
right to use the Members' contributions to the extent necessary, subject to the
budgetary limitations which are set forth in Section 8.9 below, to permit the
Company to pay its debts and to meet its obligations when due. If and to the
extent that it is ultimately determined that such additional capital was not
required in whole or in part, the amount of such capital contributed by each
Member that was determined to be not required, less each Member's proportionate
share (based on such Member's Initial Percentage Interest) of any portion of the
Members' contributed capital which was expended in accordance with the
foregoing, shall be promptly refunded to each Member, together with a
proportionate share of interest, if any, earned thereon while on deposit with
the Company.

          5.4.3 Dilution.

          (a)  If a Member fails to fund its pro rata share of any capital
               contributions and such failure continues for a period of thirty
               (30) days (the first such failure by either Member, if uncured,
               being hereinafter referred to as an "Initial Uncured Default"),
               such Member shall be considered to be a "Non-Funding Member" and
               the other Member (the "Funding Member") if it has funded its pro
               rata share of such contribution, shall be entitled to fund the
               Non-Funding Member's share of such capital contribution. The
               Percentage Interest of each Member shall thereupon be
               recalculated as set forth below. The Funding Member is hereby
               constituted and appointed as attorney-in-fact, such appointment
               being coupled with an interest, to execute, acknowledge and
               deliver all instruments and documents necessary to effect such
               recalculation of Percentage Interests as herein provided.

          (b)  The recalculation of the Percentage Interests on the Percentage
               Interest Adjustment Date shall be done as follows: First, the
               total amount of capital contributions made by each Member as of
               the Percentage Interest Adjustment Date shall be calculated.
               Second, the Non-Funding Member's Percentage Interest shall be
               reduced, and the Funding Member's Percentage Interest shall be
               increased, to reflect each Member's percentage of the total
               contributions made by both Members as of the Percentage Interest
               Adjustment Date.

          (c)  The Adjusted Percentage Interests of the Members shall be
               expressed in terms of a decimal rounded to the nearest fourth
               digit. An example illustrating the operation of this provision is
               attached hereto as Exhibit C.

          (d)  (i) If due to the operation of this Section 5.4.3 a Non-Funding
                   Member's Initial Percentage Interest is diluted, the other
                   Member shall have the right and option for a period of 60
                   days after such dilution occurs to purchase the Non-Funding
                   Member's interest in the Company at a price equal to the
                   total amount of cash capital contributions which had been
                   contributed to the Company by the Non-Funding Member at that
                   point in time, less the amount of any distributions of Cash
                   Flow or Capital Proceeds previously made to the Non-Funding
                   Member.

              (ii) In order to elect to purchase the interest in the Company of
                   a Non-Funding Member pursuant to this Section 5.4.3, the
                   Funding Member shall send written notice of election
                   to the Non-Funding Member prior to expiration of such
                   60-day period.  In the event a Funding Member elects to
                   purchase a Non-Funding Member's interest, such election
                   pursuant to this Section 5.4.3 shall create a  binding
                   contract for the purchase and sale of the Non-Funding
                   Member's interest in the Company.  The closing of such
                   purchase and sale shall take place at the office where the
                   principal place of business of the Company is located
                   on the date specified by the Funding Member in its election
                   notice which date shall not be less than 20 days nor more
                   than 60 days following the date of such notice, unless
                   the Members agree to a different mutually acceptable date.
                   The form and substance of the closing documents shall be
                   reasonably satisfactory to the Funding Member and shall
                   consist of an assignment and bill of sale (both with
                   covenants against grantor's acts) from the Non-Funding
                   Member to the Funding Member (or its nominee or
                   designee), together with such other instruments and
                   documents as may be reasonably necessary or desirable to
                   effectuate the sale.  The purchase price shall be  payable
                   by federal wire transfer of immediately available funds to an
                   account designated by the Non-Funding Member, against
                   delivery of all the closing documents.  At either Member's
                   request, the Company's bank or the title company which
                   issued the owner's title policy to the Company may be
                   appointed as escrow agent to receive all closing documents
                   and the purchase price in escrow in order to make
                   simultaneous delivery of closing documents and disbursement
                   of funds at the closing or the next business day  thereafter.
                   The instruments and documents shall be legally
                   sufficient to convey all of the Non-Funding Member's
                   interest in  the Company (and the Project) to the Funding
                   Member (or its nominee or designee), free and clear of all
                   deeds of trust, security interests, liens, charges and
                   encumbrances.  The provisions of this Section 5.4.3 shall be
                   enforceable by a decree of specific performance and
                   neither Member shall assert in defense thereto that there
                   exists an adequate remedy at law.

          5.4.4 Contribution Loans.

          (a)  If either Member (a "Non-Contributing Member") fails to make any
               additional capital contribution within the time specified in
               Section 5.4.2 and such failure continues for a period of thirty
               (30) days after an Initial Uncured Default, the other Member who
               makes the requested contribution of additional capital (the
               "Contributing Member") shall have the right but not the
               obligation to advance directly to the Company the funds required
               from the Non-Contributing Member as a loan ("Contribution Loan")
               to the Non-Contributing Member. If and when a Contribution Loan
               is made, the Non-Contributing Member shall be deemed to have
               waived the right to make the requested capital contribution as of
               the date of such loan. Such Contribution Loan shall bear
               interest, compounded annually, at a rate equal to the Prime Rate
               plus four (4) percentage points per annum. Contribution Loans may
               be prepaid by the Non-Contributing Member at any time after the
               date the Contribution Loan is made. If not repaid by the
               Non-Contributing Member, the Contribution Loan shall be repaid
               pursuant to Section 5.4.5 or other applicable provisions of this
               Agreement, but otherwise shall be and remain a recourse
               obligation of the Non- Contributing Member.

          (b)  If the Contributing Member does not elect to advance the full
               amount of the additional funds required from the Non-Contributing
               Member, the Contributing Member may withdraw its additional
               capital contribution.

          (c)  Notwithstanding any other provision of this Agreement to the
               contrary, if as of the date which is one hundred eighty (180)
               days after the making of a Contribution Loan, such Contribution
               Loan shall not have been paid in full, the Contributing Member
               shall have the right for a period of sixty (60) days to have such
               Contribution Loan (or the portion thereof remaining unpaid)
               converted on the books of the Company to a capital contribution
               by the Contributing Member, in which event the Percentage
               Interest of the Non-Contributing Member shall be adjusted and
               recalculated in accordance with Section 5.4.3 of this Agreement,
               and the Contributing Member shall be entitled to exercise all
               rights and remedies thereunder, including without limitation the
               purchase option described in Section 5.4.3(d). In order to elect
               to convert a Contribution Loan to a capital contribution pursuant
               to this Section 5.4.4(c), the Contributing Member shall send
               written notice of election to the Non-Contributing Member prior
               to the expiration of such 60-day period.

          (d)  The rights set forth in this Section 5.4.4 are in lieu of the
               exercise of rights set forth in Section 5.4.3 and may not be
               exercised in addition to such rights.

          5.4.5  Repayment through Distributions.

          A Contribution Loan shall be repaid on a first priority basis out of
any subsequent distributions to which the Non-Contributing Member for whose
account the Contribution Loan was made would otherwise be entitled in accordance
with this Agreement, which amounts shall be applied first to accrued interest
and then to principal, until the Contribution Loan is paid in full. Each
Non-Contributing Member irrevocably assigns its rights to distributions from the
Company to the Contributing Member for the purpose of effectuating this
repayment. Repayment of either Member's Contribution Loan shall also be secured
by the Non-Contributing Member's Percentage Interest in the Company, and the
Non-Contributing Member hereby grants a security interest in such Percentage
Interest and all distributions related thereto to the Contributing Member who
has advanced such Contribution Loan and hereby irrevocably appoints the
Contributing Member, and any of its agents, officers or employees, as its
attorney- in-fact, such appointment being coupled with an interest, to execute,
acknowledge and deliver any documents, instruments and agreements including, but
not limited to, any note evidencing the Contribution Loan, and such Uniform
Commercial Code financing statements, continuation statements, and other
security instruments or documents as may be appropriate to perfect and continue
such security interest in favor of the Contributing Member.

          5.4.6 Transferees and Assignees.

          If there shall be a Transfer of part of the Percentage Interest of
either Member pursuant to Article 10 below to an Affiliate of such Member, all
of the calculations necessary at any time or from time to time under this
Section 5.4 shall be made without regard to any such partial Transfer. Any
dilution of the Percentage Interest of either Member pursuant to this Section
5.4 shall be made effective against the aggregate Percentage Interest of the
Transferor and any Affiliate Transferee of which the Company has been notified
or, failing any such agreement, or notice thereof, as the Funding Member, acting
on behalf of the Company, may elect. It is the intent and agreement of the
Members that all of the rights and obligations hereunder, including without
limitation participation in management, rights to give or receive notices and
contribution obligations, and the various consequences arising from the failure
of a Member to make a required capital contribution to the Company hereunder are
to be interpreted and applied as if Chelsea and any Chelsea Affiliate that owns
a part of its Percentage Interest, on the one hand, and Simon and any Simon
Affiliate that owns a part of its Percentage Interest, on the other, is a single
entity having a Percentage Interest in an amount equal to the aggregate
Percentage Interests owned by such Member and its respective Transferees.

          5.4.7 No Third Party Rights.

          The right of the Company or the Members to require any additional
contributions under the terms of this Agreement shall not be construed as
conferring any rights or benefits to or upon any party not a party to this
Agreement including, but not limited to, any tenant of any part of the Project,
or the holder of any obligations secured by a deed of trust or other lien or
encumbrance upon or affecting the Company, any Percentage Interest, or the
Project, or any part thereof or interest therein, or any other creditor of the
Company.

          5.4.8 Role in Management.

          Notwithstanding any other provision of this Agreement to the contrary,
including without limitation Article 8 hereof, a Non-Funding Member or
Non-Contributing Member (hereinafter, a "Defaulting Member") shall thereafter
have no further approval rights, right to make decisions or role in management
of the Company until such funding or contribution default has been cured.
Without limitation of the foregoing, in such event (i) if the Defaulting Member
is the Operating Member, the other Member (the "Non-Defaulting Member") shall
have the right to remove the Defaulting Member as the Operating Member (and to
become the Operating Member itself) in accordance with Section 8.9 hereof and to
terminate the Management Agreement and Development Agreement with any Affiliate
of the Defaulting Member in accordance with Section 8.10(b) and Section 8.11(b),
(ii) the Non-Defaulting Member shall have the right to apply any fees payable to
the Defaulting Member or its Affiliate in accordance with this Agreement to any
amounts owed by the Defaulting Member and (iii) the Non- Defaulting Member shall
have the right to make all decisions of the Company and the Members.

          5.4.9 The provisions of Sections 5.4.3, 5.4.4, 5.4.5, 5.4.6 and 5.4.8
shall apply only to each individual Project or Prospective Project for which a
Member may be a Defaulting Member and the exercise of any remedies hereunder by
a Funding Member or Non-Defaulting Member shall be applicable only to a Project
for which the other Member is a Defaulting Member.

SECTION 5.5 No Interest on Capital.

          Interest earned on Company funds shall inure solely to the benefit of
the Company, and except as specifically provided hereinabove, no interest shall
be paid upon any contributions or advances to the capital of the Company nor
upon any undistributed or reinvested income or profits of the Company.

SECTION 5.6 Reduction of Capital Accounts.

          Any distribution to a Member, whether pursuant to Sections 6.5 or 6.6
or any other Section of this Agreement, shall reduce the amount of such Member's
Capital Account in accordance with Section 2.A. of the Tax Allocations Exhibit,
but no adjustment in the Percentage Interest of any Member shall be made on
account of any such distribution, except as otherwise specifically provided in
this Agreement.

SECTION 5.7 Negative Capital Accounts.

          Any Member having a deficit or negative balance in its Capital Account
shall not be required to restore such deficit capital amount or otherwise to
contribute capital to the Company to restore its Capital Account.

SECTION 5.8 Limit on Contributions and Obligations of Members.

          Except as expressly provided in Sections 5.2, 5.3 and 5.4 hereof and
this Section 5.8, the Members shall have no liability or obligation to the
Company or to the other Members (i) to make additional capital contributions to
the Company, (ii) to make any loans to the Company or (iii) to endorse or
guarantee the payment of any loan to the Company. Each Member shall be
personally liable to the other Members (but not to any third parties) for its
pro rata share of the Company liabilities (such share to be determined as of the
time the liabilities are incurred) based on its Initial Percentage Interest in
the Company.

 SECTION 5.9  Pre-Construction Period Withdrawals.

          Notwithstanding any other provision hereof to the contrary, either
Member may elect by notice to the other Member at any time during the
Prospective Project Period or Pre-Construction Period, but prior to the
development of the Final Project Program (a "Withdrawal Notice"), to withdraw
from participation in a Prospective Project by making an additional capital
contribution equal to such Member's pro rata share of any accrued obligations
under the Pre-Construction Budget as of the date of the Withdrawal Notice plus
any penalties or termination fees which would be due and payable to third
parties if the remaining Member elects to terminate any existing binding
commitments to such third parties within thirty (30) days after receipt of a
Withdrawal Notice as a result of such withdrawal and thereafter determines not
to go forward with such Prospective Project. In such event, (i) the withdrawing
Member's Percentage Interest in such Prospective Project only shall be redeemed
in its entirety by the Company, and (ii) the withdrawing Member's aggregate
capital contributions through the date of such Withdrawal Notice (including the
amount of any capital contributions required to be made pursuant to this Section
5.9) shall be converted to an unsecured, subordinated obligation of the Company,
evidenced by a promissory note substantially in the form of Exhibit D hereto
(the "Subordinated Member Note"); provided, however, that no Member which is at
the time a Defaulting Member shall be entitled to send a Withdrawal Notice and
withdraw from the Company pursuant to this Section 5.9.

                                    ARTICLE 6
                 PROFITS, LOSSES, DISTRIBUTIONS, AND ALLOCATIONS

SECTION 6.1 Net Profit.

          All Net Profit of the Company for each Fiscal Year shall be allocated
to the Members as follows:

          (i)  First, to each Member until the cumulative Net Profit allocated
               to each Member pursuant to this clause (i) is equal to the
               cumulative Net Loss allocated to such Member pursuant to clause
               (ii) of Section 6.2 and Section 6.3 (such Net Profits to be
               allocated first with respect to Net Loss allocated pursuant to
               Section 6.3 and thereafter in reverse chronological order of the
               allocation of the Net Loss which has not been previously offset
               by an allocation under this Section 6.1(i)); and

          (ii) Thereafter, among the Members in accordance with their respective
               Percentage Interests.

SECTION 6.2 Net Loss.

         After giving effect to the special allocations set forth in Exhibit B,
all Net Loss of the Company for each Fiscal Year shall be allocated to the
Members as follows:

          (i)  First, to each Member until the cumulative Net Loss allocated to
               each Member pursuant to this clause (i) is equal to the
               cumulative Net Profit allocated to such Member pursuant to clause
               (ii) of Section 6.1 (such Net Loss to be allocated in reverse
               chronological order of the allocation of the Net Profit which has
               not been previously offset by an allocation under this Section
               6.2(i));

          (ii) Second, to each Member in accordance with their respective
               positive Adjusted Capital Account balances until such balances
               are reduced to zero; and

          (iii) Thereafter, among the Members in accordance with their
               respective Percentage Interests.

SECTION 6.3  Limitation on Net Loss Allocation.

          Notwithstanding any provision of this Agreement to the contrary, in no
event shall Net Loss be allocated to a Member if such allocation would result in
such Member's having a negative Adjusted Capital Account Balance at the end of
any Fiscal Year. All Net Loss in excess of the limitation set forth in this
Section 6.3 shall be allocated to any remaining Member with a positive Adjusted
Capital Account, and if all such Adjusted Capital Account balances are zero or
negative to the Members under Section 6.2(iii).

SECTION 6.4  Other Allocation Rules.

          Solely for purposes of determining a Member's proportionate share of
the "excess nonrecourse liabilities" of the Partnership within the meaning of
Regulations Section 1.752- 3(a)(3), the Members' interests in the Net Profits of
the Company are the same as the Members' Percentage Interests.

SECTION 6.5 Distribution of Cash Flow.

          Except as provided in Section 11.2.4, the Company shall distribute
Cash Flow to the Members as and when Approved by the Members, not less
frequently than quarterly, in the following order of priority:

          (a)  First, to pay any accrued but unpaid interest on, and then to pay
               the unpaid principal balance, if any, of any and all loans made
               by any Member to the Company (excluding any Subordinated Member
               Note) in accordance with this Agreement, provided, however, that
               any Contribution Loans shall not be regarded as loans to the
               Company and shall be repaid on a first priority basis out of any
               Cash Flow to which the Non-Contributing Member for whose account
               the Contribution Loan was made would otherwise be entitled to in
               accordance with Section 6.5(b) of this Agreement, which amounts
               shall be applied first to accrued interest and then to principal,
               until the Contribution Loan is paid in full; and

          (b)  Second, to the Members in accordance with their respective
               Percentage Interests.

SECTION 6.6 Distribution of Capital Proceeds.

         Except as provided in Section 11.2.4, the Company shall distribute to
the Members Capital Proceeds received by the Company within thirty (30) calendar
days after receipt (but not prior to the Percentage Interest Adjustment Date) in
the following order of priority:

          (a)  First, to pay any accrued but unpaid interest on, and then to pay
               the unpaid principal balance, if any, of any and all loans made
               by any Member to the Company in accordance with this Agreement,
               provided, however, that any Contribution Loans shall not be
               regarded as loans to the Company and shall be repaid on a first
               priority basis out of any Capital Proceeds to which the Non-
               Contributing Member for whose account the Contribution Loan was
               made would otherwise be entitled to in accordance with Sections
               6.6(b) through (d) of this Agreement, which amounts shall be
               applied first to accrued interest and then to principal, until
               the Contribution Loan is paid in full, and provided further, that
               any Subordinated Member Note shall be paid in accordance with
               subsection (c) below;

          (b)  Second, to the Members in repayment of their respective Capital
               Contribution Balances, in accordance with their respective
               Percentage Interests;

          (c)  Third, to the payment of any Subordinated Member Note; and

          (d)  Fourth, to the Members in accordance with their respective
               Percentage Interests.

                                    ARTICLE 7
                 COMPANY BOOKS; ACCOUNTING/FINANCIAL STATEMENTS

SECTION 7.1 Books and Records.

         The Company shall keep books and records at the Company's principal
place of business which are usually maintained by persons engaged in similar
businesses, in form and substance Approved by the Members and setting forth a
true, accurate and complete account of the Company's business and affairs
including a fair presentation of all income, expenditures, assets and
liabilities thereof. Such books and records shall be maintained, and its income,
gain, losses and deductions shall be determined and accounted for on the accrual
basis in accordance with generally accepted accounting principles consistently
applied. Each Member and its authorized representatives shall have the right at
all reasonable times to have access to, inspect, audit and copy the Company's
books, records, files, securities, vouchers, canceled checks, employment
records, bank statements, bank deposit slips, bank reconciliations, cash
receipts and disbursement records, and other documents (the "Documents"). Each
Member and its authorized representatives shall also have the right, in
connection with an examination and audit of the Documents, to question during
normal business hours, upon at least ten (10) days notice, the employees, if
any, of the Company and to question any other Person and the employees of such
other Person having custody or control of any Documents, or responsibility for
preparing the same. The Documents shall also be open for inspection during
normal business hours, upon at least ten (10) days notice, by the legal or
accounting representatives of a Withdrawing Member or any Member to the extent
necessary and relevant to such Member's withdrawal from the Company and the
winding up of such Member's affairs with the Company. Each Member shall be
entitled to any additional information necessary for the Member to adjust its
financial basis statement to a tax basis as the Member's individual needs may
dictate.

SECTION 7.2 Tax Returns.

         The Independent Accountants shall either prepare or review and sign, as
requested by the Members, the federal, state and local income tax returns of the
Company, and the Company shall use its reasonable efforts to cause the
Independent Accountants to either prepare or review and sign such tax returns by
March 31 of each year, and cause such tax returns to be filed on a timely basis
with the appropriate governmental authorities. In all events, should tax returns
not be filed by March 31, good faith estimates of the information to be provided
in such tax returns shall be provided to each Member no later than March 31 of
each year. Copies of each such return shall be furnished for review and Approval
by the Members prior to filing.

SECTION 7.3  Reports.

          (a)  The Company shall cause to be prepared and sent to each Member,
               by the Member designated to undertake such task on behalf of the
               Company, the following unaudited statements and reports:

                  (i)       within fifteen (15) calendar days after the last
                            day of each calendar month  during the term of
                            the Company's existence, a statement of income
                            and expense (x) showing the actual results of
                            the operations of the Company  for the calendar
                            month then ended and cumulatively to date for
                            the then elapsed portion of the current Fiscal
                            Year and (y) comparing on an  itemized basis,
                            all costs and expenses incurred during such
                            month and for  such Fiscal Year with the Budgets
                            for such month and such Fiscal Year,  with a
                            narrative explanation of any variations to such
                            Budgets; and

                  (ii)      within fifteen (15) calendar days after the last day
                            of each calendar month during the Term, a balance
                            sheet showing the financial position of the Company
                            as of such last day; and

                  (iii)     such other reports as any Member may reasonably
                            request from time to time.

          (b)  Each monthly report furnished to the Members by such designated
               Member shall also state, to the best knowledge of such designated
               Member, whether any default exists with respect to any material
               obligation of the Company and whether any litigation is pending
               against the Company or the Project. Such designated Member shall,
               upon obtaining knowledge of the occurrence of any event which, if
               not cured or resolved, would be required by the preceding
               sentence to be described in the next monthly report to be
               furnished pursuant to this Section 7.3(b), promptly notify each
               Member of such occurrence.

SECTION 7.4  Audits.

          After the end of each Fiscal Year the Operating Member shall cause an
audit to be made by the Independent Accountants covering the assets, liabilities
and net worth of the Company and its operations during such Fiscal Year, and all
other matters customarily included in such audits. By February 20 of each Fiscal
Year, the Operating Member shall deliver, or cause to be delivered to each
Member the following financial statements with respect to the Company: a balance
sheet and statements of income and expense, changes in the financial position of
the Company, and the Members' capital position as of the end of and for such
Fiscal Year, together with, if requested or required pursuant to the preceding
sentence of this Section 7.4, the report of the Independent Accountants covering
the results of such audit and certifying such financial statements as having
been prepared in accordance with generally accepted accounting principles
consistently applied.

SECTION 7.5 Bank Accounts.

          All funds of the Company shall be deposited in its name in an account
or accounts maintained with a financial institution Approved by the Members.
Funds of the Company shall not be commingled with funds of any other Person.
Checks shall be drawn upon the Company account or accounts only for the purposes
of the Company and shall be signed by either Member or by its duly authorized
representative, provided, however, that funds shall only be spent pursuant to
applicable Budgets which have been Approved by the Members or otherwise pursuant
to the emergency authority granted to a Member pursuant to Section 8.7 of this
Agreement.

SECTION 7.6 Tax Elections.

          If there is a distribution of any property of the Company within the
meaning of Section 734 of the Code, or if there is a Transfer of an interest in
the Company within the meaning of Section 743 of the Code, then with the
Approval of the Members the Company shall cause to be filed an election under
Section 754 of the Code to provide for an optional adjustment to the basis of
the property or Company interest as appropriate.

SECTION 7.7  Tax Matters Member.

          Pursuant to Section 6231(a)(7)(A) of the Code, the Members hereby
designate Chelsea as the Company's "Tax Matters Partner."

                                    ARTICLE 8
                            MANAGEMENT OF THE COMPANY

SECTION 8.1  Management of the Company.

          8.1.1 General.

          The overall management and control of the business and affairs of the
Company shall be vested in the Members. The Members may, by written resolution,
except for those matters specifically required to be Approved by the Members,
delegate to one of the Members (hereinafter called the "Operating Member") the
authority to manage and administer the affairs of the Company. Upon such
delegation and until the same shall have been revoked by the Members or the
Member to which such delegation was made shall become a Defaulting Member or a
NonContributing Member, all decisions with respect to the management of the
Company that are approved by the Operating Member shall be binding on the
Company and the Non-Operating Member, except as otherwise provided in this
Agreement. At such time as a delegation hereunder shall have been made and so
long as it remains outstanding, all actions provided hereunder to be taken by
the Company shall be carried out by the Operating Member.

          8.1.2 Member Representatives.

          The Members shall, by written resolution, each designate in writing
from time to time its representative for purposes of all actions, approvals and
decisions under this Agreement, plus an alternate. Each representative shall be
fully authorized to provide, on behalf of the Member which he or she represents,
any consent or approval which may be required hereunder, and any action or
decision so taken by a representative shall be binding upon the Member which he
or she represents. Each Member may change its authorized representative or
alternate at any time by written notice to the other Member.

          8.1.3 Actions By the Members.

          (a)  Either Member may initiate a request that the Members approve any
               matter or take any other action respecting the business and
               affairs of the Company which is required for Approval by the
               Members pursuant to this Agreement. Any such request may be made
               at a regularly scheduled meeting of the Members or in writing.
               Any written request must be labeled "REQUEST FOR ACTION BY
               MEMBERS" and must include a narrative explanation of the approval
               or action which is being requested. If pursuant to such a request
               the Member desires to schedule a special meeting of the Members,
               such request must be received by the other Member at least ten
               (10) calendar days prior to the proposed date for such special
               meeting. Conversely, a Member receiving a request for approval or
               action by the Members which does not request that a special
               meeting be held may then request a special meeting by written
               notice to the other Member which must be received at least five
               (5) calendar days before the date proposed for such special
               meeting. Each Member shall use its best efforts to comply with a
               request by the other Member that a special meeting of the Members
               be held.

          If there is a need for any approval or action by the Members and no
special meeting therefor is requested by either Member, the representatives of
the Members shall use their best efforts to respond within ten (10) days after
the date the representatives are notified of the need for such approval or other
action either in writing or at a regularly scheduled meeting of the Members. If
a representative has not responded within said ten (10) day period or if a
special meeting has been properly requested with respect to such proposed
approval or other action but has not been held within ten (10) days after the
date requested for such special meeting, then the Member requesting such
approval or other action may at any time thereafter notify the other Member that
failure of such other Member's representative to respond within fourteen (14)
calendar days after such notice shall be deemed to be approval by such other
Member of the matter or action requested. Such notice must be labeled "FAILURE
TO ACT BY MEMBER REPRESENTATIVE" and must include a narrative explanation of the
approval or action which is being requested. If the other Member's
representative fails to respond within said 14-day period, such matter or action
requested shall be Approved.

          8.1.4 Meetings.

Regular meetings of the Members shall be held at the Company's principal place
of business or at such other place as shall be Approved by the Members and at
intervals as may be Approved by the Members, but not less than once each
calendar quarter. Dates, times and places of such regular meetings shall be
Approved by the Members. No meeting of the Members shall be held unless each
Member is represented. Both regular and special meetings may be held by means of
a conference telephone or similar equipment if all persons participating in the
meeting can hear each other at the same time.

SECTION 8.2  The Operating Member.

          (a)  The Members shall by written resolution from time to time
               designate one of the Members as the Operating Member of the
               Company. Subject to Section 8.11(b), such designated Member shall
               continue to serve as the Operating Member until (i) the Members
               mutually agree that such designated Member shall cease to serve
               as the Operating Member; (ii) the Company is dissolved and wound
               up in accordance with the provisions of Article 11 hereof; or
               (iii) such Designated Member is removed as Operating Member
               pursuant to Section 8.9 below. Upon the removal of such
               designated Member as the Operating Member in accordance with the
               foregoing, the other Member shall automatically become the
               Operating Member of the Company. Subject to the provisions of
               Sections 8.4, 8.5, and 8.6 of this Agreement, but notwithstanding
               delegation of certain obligations and responsibilities by the
               Operating Member pursuant to Section 8.2(b) below, the operation
               of the Company and management of the Company's business and
               affairs shall rest with and remain the obligation and
               responsibility of the Operating Member, subject to such further
               limitations as may be set forth in the resolution designating
               such Operating Member.

          (b)  Without limiting the generality of the foregoing, AND SUBJECT TO
               THE PROVISIONS OF SECTIONS 8.4 AND 8.6 HEREINBELOW, the Operating
               Member shall have the following rights and powers, which it may
               exercise at the cost, expense and risk of the Company:

                           (i)      To protect and preserve the assets of the
                                    Company, and to incur liabilities (other
                                    than for borrowed money) in the ordinary
                                    course of business of the Company consistent
                                    with the Budgets which have been Approved by
                                    the Members;

                           (ii)     To collect all rentals and all other income
                                    accruing to the Company and to pay all
                                    construction costs and expenses of
                                    operations consistent with the Budgets which
                                    have been Approved by the Members;

                           (iii)    With the Approval of the Members, to prepare
                                    (or have prepared) and file all tax returns
                                    for and on behalf of the Company (but not
                                    the tax returns or other reports of the
                                    individual Members);

                           (iv)     To administer all matters pertaining to
                                    insurance with respect to a  Project,
                                    including obtaining and paying for policies
                                    of insurance  insuring against (1) loss or
                                    damage by fire, windstorm, tornado and
                                    hail, and against loss or damage by such
                                    other, further and  additional risks as now
                                    are or hereafter may be embraced by the
                                    standard extended coverage forms of
                                    endorsements, as may be  required by the
                                    Company's lenders and Approved by the
                                    Members,  and (2) liability to the public,
                                    tenants or any other person and risk  to its
                                    properties incident to the operation of the
                                    Project in such  amounts and upon such terms
                                    as are customary for the protection  against
                                    such risks of liability and loss and
                                    Approved by the  Members;

                           (v)      Subject to the applicable Budgets which have
                                    been Approved by the Members, to employ,
                                    terminate the engagement of, supervise and
                                    compensate such persons, firms or
                                    corporations for and in connection with the
                                    business of the Company as it may reasonably
                                    deem necessary or desirable;

                            (vi)    Subject to the applicable Budgets which have
                                    been Approved by the Members, to repair and
                                    replace all fixtures and equipment situated
                                    on or constituting a part of a Project;

                           (vii)    Subject to the applicable Budgets which
                                    have been Approved by  the Members, to
                                    acquire such tangible personal property and
                                    intangible personal property as may be
                                    necessary or desirable to  carry on the
                                    business of the Company and sell, exchange
                                    or  otherwise dispose of such personal
                                    properties in the ordinary  course of
                                    business;

                           (viii)   To keep all books of account and other
                                    records of the Company;

                           (ix)     To negotiate and contract with all utility
                                    companies servicing a Project;

                           (x)      To pay all debts and other obligations of
                                    the Company, including amounts due under the
                                    financing and other loans to the Company
                                    and costs of formation of the Company and,
                                    subject to the applicable Budgets which have
                                    been Approved by the Members, of ownership,
                                    improvement, operation and maintenance of a
                                    Project;

                           (xi)     To pay all taxes, levies, assessments, rents
                                    and other impositions  applicable to the
                                    Company, paying same before delinquency and
                                    prior to the addition thereto of interest or
                                    penalties and undertake  when appropriate
                                    and subject to Approval of the Members any
                                    action or proceeding seeking to reduce such
                                    taxes, assessments,  rents or other
                                    impositions; and

                           (xii)    To deposit all monies received by the
                                    Operating Member for or on  behalf of the
                                    Company in such financial institutions as
                                    may be  Approved by the Members, to invest
                                    any excess funds and to  disburse and pay
                                    all funds on deposit on behalf of and in the
                                    name  of the Company in such amounts and at
                                    such times as the same are  required in
                                    connection with the ownership, maintenance
                                    and  operation of a Project.

          (c)  Documents to which the Company is a party shall be executed and
               performed on behalf of the Company by all of the Members or by
               the Operating Member, or by the Non-Operating Member, where the
               Members or this Agreement give the Operating Member or the Non-
               Operating Member, as the case may be, the right to do so. No
               person, firm, partnership, corporation or other entity shall be
               required to inquire into the authority of the Members or a Member
               to execute and perform any document on behalf of the Company.
               Except as otherwise expressly provided in this Agreement, no
               Member or representative thereof shall have the authority or
               right to bind or act for the Company or any of the other Members.

          (d)  The Operating Member shall devote itself to the business and
               purposes of the Company, as set forth in Section 3.1 above, to
               the extent reasonably necessary for the efficient carrying on
               thereof, without compensation except as otherwise provided
               herein. Whenever requested by the Non- Operating Member, the
               Operating Member shall render a just and faithful account of all
               dealings and transactions relating to the business of the
               Company. The acts of the Operating Member shall bind the Company
               when within the scope of the Operating Member's authority
               expressly granted hereunder.

SECTION 8.3  Duties of Operating Member; Chelsea as Initial Operating Member.

          The Operating Member, at the expense of and on behalf of the Company,
shall implement or cause to be implemented all decisions Approved by the Members
and delegated to the Operating Member by the Members, and shall conduct or cause
to be conducted the management of the business and affairs of the Company in
accordance with and as limited by this Agreement. Chelsea is hereby appointed as
the Operating Member of the Company to implement all decisions Approved by the
Members and shall have primary responsibility for the development, leasing and
management of a Project.

SECTION 8.4 Authorization for Expenditures.

          Except for expenditures made and obligations incurred pursuant to a
Budget, as revised or exceeded pursuant to Section 8.7 or 8.8, the Operating
Member shall not make any expenditure or incur any obligation on behalf of the
Company unless previously Approved by the Members, provided that the Operating
Member shall have the right, without the prior Approval of the Members, to make
expenditures and incur obligations not authorized by a Budget (i) to the extent
necessary to pay utilities, taxes, and insurance premiums to the extent such
charges exceed the amounts budgeted therefor in the applicable Budget, (ii) to
pay for other non-capital expenditures in an amount up to 10% or cumulative
expenditures of $25,000 (whichever is less) in excess of the amount authorized
under the Applicable Budget for such expenditures or (iii) to pay for annual
capital expenditures of up to $50,000 in the aggregate for items not
contemplated in, or in excess of amounts reserved for certain line items in, the
applicable Budget. The Operating Member will be reimbursed for out of pocket
expenses incurred on behalf of the Company. The Operating Member may from time
to time seek broader fiscal authority from the Members when it is appropriate to
do so in connection with the performance of its duties hereunder. In any event,
the Operating Member shall not expend more than the amount the Operating Member
in good faith believes to be the fair and reasonable market value at the time
and place of contracting for any goods purchased or services engaged on behalf
of the Company.

SECTION 8.5  Rights Not Assignable.

          Except as provided in Section 10.2.1 or 10.2.2, the rights and
obligations of the Operating Member qua Operating Member under this Agreement
shall not be assignable voluntarily or by operation of law by the Operating
Member without the express prior written Approval of the Members, and any
attempted assignment without such Approval shall be void.

SECTION 8.6 Major Decisions.

          All Major Decisions with respect to the Company's business and
operations shall require the Approval of the Members. As used herein, the term
"Major Decisions" shall mean all decisions regarding the acquisition,
development, ownership, management, leasing and operation of a Project and the
conduct of the Company's business except those matters expressly delegated to
the Operating Member and/or its Affiliate pursuant to the terms of this
Agreement, the Development Agreement and/or the Management Agreement.
Accordingly, neither Member shall have the right or the power to make any
commitment or engage in any undertaking on behalf of the Company with respect to
a Major Decision unless and until the same has been authorized by Approval of
the Members.

SECTION 8.7 Emergency Authority.

          Notwithstanding the provisions of Sections 8.4 or 8.6 hereof, the
Operating Member shall have the right to take such actions and make such
emergency expenditures as it, in its reasonable judgment, deems necessary for
the protection of life or health or the preservation of Company assets if, under
the circumstances, in the good faith estimation of the Operating Member, there
is insufficient time to allow the Operating Member to obtain the Approval of the
Members of such action, a good faith attempt has been made to contact the other
Member and any delay would materially increase the risk to life or health or
materially increase the magnitude or likelihood of property damage or other
potential loss involved; provided, however, that the Operating Member shall
notify the other Member of such action contemporaneously therewith or as soon as
reasonably practicable thereafter.

SECTION 8.8 Identification of Prospective Projects.

          During the term hereof, Chelsea shall identify and provide Simon with
an opportunity to evaluate each Prospective Project Area and determine whether
or not the Company should proceed to review and assess the advisability of
developing a Project within the Prospective Project Area. In that regard,
Chelsea shall promptly furnish to Simon all information in Chelsea's possession
concerning a Prospective Project Area and describe why Chelsea believes the
Prospective Project Area may be appropriate for the development of a Project,
together, if appropriate, with a Prospective Project Budget. Within thirty (30)
days after receipt of such information, Simon shall elect, on notice to Chelsea,
whether or not to have the Company proceed with further due diligence concerning
a Prospective Project Area which would include, without limitation, the
Company's acquisition of right to acquire a site within a Prospective Project
Area on which to build a Project, determine the initial interest of prospective
tenants for a Project within the Prospective Project Area, determining the land
use, zoning and related requirements with respect to a Prospective Project Area
and other related terms. Once a site is found by Chelsea within any Prospective
Project Area and Chelsea has determined that it wishes to proceed into the
Pre-Construction Period, Chelsea shall promptly so notify Simon and provide
Simon with information concerning the proposed site, including its acquisition
costs, a site plan showing the location and proposed configuration of a Project,
a Proposed Development Budget for such Project emphasizing, in particular, those
costs and expenses to be incurred in the Pre- Construction Period, proposed
tenant commitments or expressions of interest and financial and other related
information for such Project. Within thirty (30) days after receipt of such
information, Simon shall elect, on notice to Chelsea whether or not to have the
Company proceed for a Pre-Construction Period with such a Prospective Project.
If a Prospective Project is instead an acquisition of one or more existing
shopping centers, Chelsea shall promptly furnish to Simon all information in
Chelsea's possession and reasonably necessary to assist Simon in its
determination to proceed including, without limitation, site plans showing the
location of said Prospective Project, a proposed Budget for any redevelopment of
such Prospective Project, a proposed leasing plan and tenant commitments or
expressions of interest, rent rolls, operating statements, budgets and other
related financial information for such Prospective Project which is to be
acquired, title commitments and related documentation, surveys, engineering and
environmental reports. Within thirty (30) days after receipt of such
information, Simon shall elect, on notice to Chelsea, whether or not to have the
Company proceed to acquire such Prospective Project. Simon's failure to make any
election to proceed with a Prospective Project Area or a Prospective Project
within the time periods provided above shall be deemed an election to not have
the Company proceed therewith, following which Chelsea shall be free, at its
election, to proceed with a Prospective Project for its own account. If the
Members proceed with a Prospective Project, they may elect to have the ownership
thereof held in a separate partnership, limited liability company or other
mutually acceptable entity, in which event the organizational documents for such
entity shall be substantially identical to this Agreement with such changes
thereto as the Members may agree.

SECTION 8.9  Budgets.

          (a)  The Members shall, by written resolution, Approve a Prospective
               Project Budget (if appropriate), a Pre-Construction Budget and a
               Development Budget for a Project, which Budgets the Members
               acknowledge are subject to change only as Approved by the
               Members. The Development Budget is intended to cover all
               expenditures of the Project through the completion of
               construction of the Project, including, without limitation, those
               expenditures included in a Pre-Construction Budget and
               Prospective Project Budget for such Project. No later than sixty
               (60) calendar days prior to the Project Completion Date, the
               Operating Member shall submit to the Non-Operating Member a
               proposed Operating Budget for the then remaining Fiscal Year
               covering anticipated expenses of the Company in owning, operating
               and maintaining the Project. No later than sixty (60) days prior
               to the commencement of each Fiscal Year the Operating Member
               shall submit to the Non-Operating Member a proposed Operating
               Budget for such Fiscal Year for the Project. Further, projections
               of current Fiscal Year expenditures shall be prepared by the
               Operating Member and submitted to the Non-Operating Member on
               June 1 and November 1 of each Fiscal Year.

          (b)  After submission of the proposed Operating Budgets to the
               Non-Operating Member, the following procedures shall be followed
               in adopting such Operating Budgets:

                  (i)      Within twenty (20) calendar days after the
                           proposed Operating Budgets are submitted to the
                           Non-Operating Member, the Non-Operating Member
                           shall either approve each such proposed Operating
                           Budget or notify the  Operating Member of any
                           proposed revisions therein that it deems
                           necessary.  If the Non-Operating Member fails to
                           approve or reject any proposed Operating Budget
                           or to make proposed revisions thereto within
                           thirty (30) calendar days after it is submitted
                           to the Non-Operating Member, such proposed
                           Operating Budget shall be deemed approved and
                           shall thereafter constitute the "Operating
                           Budget" for the Fiscal Year in question for all
                           purposes hereof.  Any objections to the proposed
                           Operating Budget must be made on a line item
                           basis, and any line items not objected to shall
                           be deemed approved.

                  (ii)     If the Non-Operating Member approves a proposed
                           Operating Budget, or the Non-Operating Member
                           makes proposed revisions thereto and the
                           Operating Member does not make objections to such
                           proposed revisions  within ten (10) calendar days
                           after it receives them, such proposed  Operating
                           Budget, and revisions if any, shall be deemed
                           approved and  shall be deemed thereafter to
                           constitute the "Budget" for the Fiscal Year in
                           question for all purposes hereof.

                  (iii)    If the Operating Member makes any objection
                           to any proposed revisions to  any proposed
                           Operating Budget, the Members shall cooperate
                           with each other to resolve any questions with
                           respect to such proposed revisions and  shall use
                           their best efforts to agree upon such Operating
                           Budget for the  Fiscal Year in question prior to
                           the beginning of the Fiscal Year to which  such
                           Operating Budget relates.  If the Members fail to
                           agree upon an Operating Budget for any Fiscal
                           Year prior to the commencement thereof,  then,
                           pending final resolution of any dispute in the
                           manner provided herein, the Operating Member
                           shall continue to manage, maintain, supervise,
                           direct, and operate the activities for which such
                           Operating  Budget was proposed in accordance with
                           the approved Operating Budget for such
                           activities or asset(s), if any, for the previous
                           Fiscal Year until a  new Operating Budget is
                           approved; except that the Operating Member
                           shall be authorized during any interim period to
                           reasonably exceed the  prior year's budgeted
                           amounts for interest payments, taxes, utility
                           charges,  insurance and other items not within
                           the reasonable control of the  Company as well as
                           for increases in contract services and personnel
                           costs to the extent required to maintain the
                           same level of service provided  during the
                           previous Fiscal Year.

          (c)  The Operating Member may from time to time submit to the
               Non-Operating Member revisions to an approved Budget for its
               approval. The Non-Operating Member shall promptly reject or
               approve the same or make such changes to the proposal as it may
               deem reasonably necessary and proper. The proposal, as finally
               approved or changed by the Members, shall be incorporated into
               and become part of such Budget for the remaining period in
               question.

SECTION 8.10 Removal of Operating Member.

         The Non-Operating Member shall have the right, to be exercised by
written notice to the Operating Member, to remove the Operating Member and to
appoint itself as the Operating Member of the Company at such time as:

          (a)  The Operating Member Transfers its Percentage Interest without
               the consent of the Non-Operating Member, except Transfers
               permitted as a matter of right under Section 10.2 below;

          (b)  The Operating Member becomes a Non-Funding Member or
               Non-Contributing Member pursuant to Section 5.4;

          (c)  The Operating Member commits a breach of fiduciary duty or an act
               of gross negligence or willful misconduct;

          (d)  The Operating Member experiences a Change in Control; or

          (e)  Grounds exist for discharging any Affiliate of the Operating
               Member under any Development Agreement or the Management
               Agreement, pursuant to Section 8.10 or Section 8.11 hereof,
               including without limitation the conditions described in
               subsections (a), (b), (c) or (d) hereof.

SECTION 8.11 Development Agreement.

          (a)  If an Affiliate of a Member or a Member is to render services to
               the Company in connection with the initial development or
               redevelopment of a Project, then the Members shall, by written
               resolution, Approve a Development Agreement with such Affiliate
               or Member who shall be designated as the "Developer" thereunder.
               The Member which is not an Affiliate of the Developer shall be
               responsible for supervising the performance of the Developer
               under a Development Agreement and for monitoring expenditures
               incurred by or on behalf of the Company by the Developer to
               determine whether such expenditures are contemplated in, and
               within the limits prescribed by, applicable Budgets.

          (b)  Supplementing the provisions of a Development Agreement which
               authorize termination thereof, if the Developer thereunder fails
               to cure an "Event of Default," as such term is defined in a
               Development Agreement, the Member which is not the Developer or
               an Affiliate of the Developer shall have the right to exercise
               the termination rights of the Company, discharge on behalf of the
               Company the Developer from its duties thereunder and appoint a
               new Developer for the Project, including the Member or an
               Affiliate of such non-affiliated Member, under an agreement on
               the same terms as the Development Agreement. Such non-affiliated
               Member may exercise such option by giving the other Member notice
               of its election. If a new Developer appointed pursuant to this
               Section 8.10 is a Member or an Affiliate of a Member, the other
               Member shall, if grounds subsequently exist under the new
               Development Agreement with such new Developer which allow for
               termination, have the right to exercise the termination rights of
               the Company, discharge the new Developer from its duties
               thereunder and appoint a replacement Developer (including an
               Affiliate) under an agreement on the same terms.

SECTION 8.12 Management Agreement.

          (a)  If a Member or an Affiliate of a Member is to render services to
               the Company in connection with the management of a Project, then
               the Members shall, by written resolution, approve a Management
               Agreement with such Member or Affiliate who shall be designated
               as the Manager thereunder. The Member which is the Manager or an
               Affiliate of the Manager shall be responsible for supervising the
               performance of the Manager under a Management Agreement and for
               monitoring expenditures incurred by or on behalf of the Company
               by the Manager to determine whether such expenditures are
               contemplated in, and within the limits prescribed by, applicable
               Budgets.

          (b)  Supplementing the provisions of any Management Agreement entered
               into under Section 8.11(a), if grounds exist under the Management
               Agreement which allow for termination, the Member which is not
               the Manager or an Affiliate of the Manager shall have the right
               to exercise the termination rights of the Company, discharge on
               behalf of the Company the Manager from its duties thereunder and
               appoint a new Manager for the Project, including an Affiliate of
               such Member, under an agreement on the same terms as the
               Management Agreement. Such non- affiliated Member may exercise
               such option by giving the other Member notice of its election. If
               a new Manager appointed pursuant to this Section 8.11(b) is a
               Member or an Affiliate of a Member, the other Member shall, if
               grounds subsequently exist under the new Management Agreement
               with such new Manager which allow for termination, have the right
               to exercise the termination rights of the Company, discharge the
               new Manager from its duties thereunder and appoint a replacement
               Manager (including an Affiliate) under an agreement on the same
               terms.

SECTION 8.13 Fees and Expense Reimbursements for Members.

         While it is contemplated that the Managing Member shall be primarily
responsible for implementing the decisions of the Members and carrying out their
directives with respect to the acquisition, development, construction, leasing
and management of each Project, the Members acknowledge that they or their
Affiliates will both render valuable services to the Company in connection with
each Project. The Members, or such Affiliates, shall be compensated for such
services in the form of fees, cost recoveries, expense reimbursements or other
means in amounts and upon such other terms and conditions as are set forth in an
approved Budget therefor. In no event shall any fees or cost allocations be paid
to any Member during the Prospective Project Period.

                                    ARTICLE 9
             COMPENSATION; REIMBURSEMENTS; CONTRACTS WITH AFFILIATES

SECTION 9.1 Compensation, Reimbursements.

          9.1.1 Compensation.

          Except as may be expressly provided forth in Section 9.1.2 below or in
the agreements referred to in Section 9.2, or in another written agreement
Approved by the Members, no payment will be made by the Company to either Member
for the services of such Member or any member, shareholder, director or
employee, or Affiliate of such Member.

          9.1.2 Reimbursements.

          (a)  Subject to the provisions of this Agreement, each of the Members
               shall be reimbursed promptly by the Company for all reasonable
               out-of-pocket costs and expenses incurred by each on behalf of
               the Company in accordance with Budgets which have been Approved
               by the Members and so long as such costs and expenses are not
               intended to be paid for from fees otherwise payable to such
               Member or its Affiliates.

          (b)  Neither Member shall be entitled to reimbursement of any costs or
               expenses incurred by such Member in connection with the
               preparation and negotiation of this Agreement or any of the
               Exhibits hereto.

          (c)  Requests for reimbursement hereunder shall be paid within thirty
               (30) days after submission, subject to necessary third-party
               approvals.

SECTION 9.2 No Contracts with Affiliates.

         Except as provided in Sections 8.10 and 8.11, neither Member shall
enter into any agreement or other arrangement for the furnishing to or by the
Company of goods or services with any Person who is an Affiliate of such Member
unless such agreement or arrangement has been Approved by the other Member after
the nature of the relationship or affiliation has been disclosed; provided,
however, if an Affiliate of either Member is in the business of providing
services of a kind needed by the Company, such Affiliate will have the right to
provide those services to the Company at market rates of compensation and
terms and conditions Approved by  the Members.

                                   ARTICLE 10
                           SALE, TRANSFER OR MORTGAGE

SECTION 10.1  General.

         Except as expressly permitted in this Agreement, no Member shall
directly or indirectly sell, assign, transfer, mortgage, convey, charge or
otherwise encumber or contract to do or permit any of the foregoing, whether
voluntarily or by operation of law (herein sometimes collectively called a
"Transfer"), or suffer any Affiliate or other third party to Transfer, any part
or all of its Percentage Interest or its share of capital, profits, losses,
allocations or distributions hereunder without the express prior written
consent of the other Member, which consent may be withheld for any or no reason
whatsoever. Any attempt to Transfer in violation of this Article 10 shall be
null and void. The giving of consent in any one or more instances of Transfer
shall not limit or waive the need for such consent in any other or subsequent
instances.

SECTION 10.2 Permitted Transfers by the Members.

          10.2.1 Transfers By Chelsea.

          Without the consent of Simon, Chelsea may from time to time Transfer
          its Percentage Interest, in whole or in part (i) to a Chelsea
          Affiliate or (ii) from a Chelsea Affiliate to another Chelsea
          Affiliate. Any Transfer under Section 10.2.1(a) shall not relieve
          Chelsea of its obligations under this Agreement.

          10.2.2 Transfers by Simon.

          Without the consent of Chelsea, Simon may from time to time Transfer
          its Percentage Interest, in whole or in part (i) to a Simon
          Affiliate, or (ii) from a Simon Affiliate to another Simon
          Affiliate. Any Transfer under Section 10.2.2(a) shall not relieve
          Simon of its obligations under this Agreement.

          10.2.3 Agreements with Transferees.

          (a)  If pursuant to the provisions of this Section 10.2, any Member
               (the "Transferor") shall purport to make a Transfer of any part
               of its Percentage Interest to any Person ("Transferee"), no such
               Transfer shall entitle the Transferee to any benefits or rights
               hereunder until:

                      (i) the Transferee agrees in writing to assume and be
                  bound by all the obligations of the Transferor and be subject
                  to all the restrictions to which the Transferor is subject
                  under the terms of this Agreement and any agreements with
                  respect to the Project to which the Transferor is then subject
                  or is then required to be a party; and

                      (ii) the Transferor and Transferee enter into a written
                  agreement with the other Member and the Company which provides
                  (x) that the Transferor is irrevocably designated the proxy of
                  the Transferee to exercise all voting and other approval
                  rights appurtenant to the Percentage Interest acquired by the
                  Transferee, (y) that the Transferor shall remain liable for
                  all obligations arising under this Agreement prior to or after
                  such Transfer in respect of the Percentage Interest so
                  transferred, provided, however that as to any Transfer to a
                  non-Affiliate of a Member, the Transferor shall only be liable
                  for all obligations arising under this Agreement and any
                  agreements with respect to the Project to which the Transferor
                  is then subject or is then required to be a party from and
                  after such Transfer in respect of the
                   Percentage Interest so transferred; and (z) that the
                  Transferee shall indemnify the Members from and against all
                  claims, losses, liabilities, damages, costs and expenses
                  (including reasonable attorneys' fees and court costs) which
                  may arise as a result of any breach by the Transferee of its
                  obligations hereunder.

          (b)  No Transferee of any Percentage Interest shall make any further
               disposition except in accordance with the terms and conditions
               hereof.

          (c)  All costs and expenses incurred by the Company, or the
               non-transferring Member, in connection with any Transfer of a
               Percentage Interest, including any filing or recording costs and
               the fees and disbursements of counsel, shall be paid by the
               Transferor.

                                   ARTICLE 11
                                   DISSOLUTION

SECTION 11.1  Dissolution and Termination; Continuation of Business.

          11.1.1 Causes of Dissolution and Termination.

          Except as set forth in this Article 11 and Article 10, neither
Member shall have the right and each Member hereby agrees not to withdraw from
the Company, nor to dissolve, terminate or liquidate, or to petition a court for
the dissolution, termination or liquidation of the Company, except as provided
in this Agreement, and neither Member at any time shall have the right to
petition or to take any action to subject the Company's assets or any part
thereof, including the Project, or any part thereof, to the authority of any
court of bankruptcy, insolvency, receivership or similar proceeding. The Company
shall be dissolved and terminated only upon the earlier occurrence of any of the
following dates or events:

          (a)  December 31, 2002 or such later date as Approved by the Members;

          (b)  a dissolution of the Company is Approved by the Members;

          (c)  one or both of the Members elect to dissolve the Company pursuant
               to any provision of this Agreement permitting such election to be
               made;

          (d)  the sale or other disposition (exclusive of an exchange for other
               real property or the granting of a lien or security interest in
               the Project) by the Company of all or substantially all of the
               Project and other assets of the Company;

          (e)  the "Bankruptcy" (as hereinafter defined), dissolution or
               liquidation of a Member;

          (f)  the occurrence of any event that, under the Delaware LLC Act,
               would cause the dissolution of the Company or that would make it
               unlawful for the business of the Company to be continued; or

          (g)  if Simon does not elect to have the Company participate in any of
               the first three (3) Prospective Projects proposed to it by
               Chelsea under the terms of Section 8.8 hereof.

          For the purposes of this Agreement, the term "Bankruptcy"
shall mean, and the Member shall be deemed "Bankrupt" upon, (i) the entry of a
decree or order for relief of the Member by a court of competent jurisdiction in
any involuntary case involving the Member under any bankruptcy, insolvency, or
other similar law now or hereafter in effect; (ii) the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator, or other
similar agent for the Member or for any substantial part of the Member's assets
or property; (iii) the ordering of the winding up or liquidation of the Member's
affairs; (iv) the filing with respect to the Member of a petition in any such
involuntary bankruptcy case, which petition remains undismissed for a period of
90 days or which is dismissed or suspended pursuant to Section 305 of the
Federal Bankruptcy Code (or any corresponding provision of any future United
States bankruptcy law); (v) the commencement by the Member of a voluntary case
under any bankruptcy, insolvency, or other similar law now or hereafter in
effect; (vi) the consent by the Member to the entry of an order for relief in an
involuntary case under any such law or to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator, or other similar agent for the Member or for any substantial part
of the Member's assets or property; (vii) the making by the Member of any
general assignment for the benefit of creditors; or (viii) the failure by the
Member generally to pay its debts as such debts become due.

          11.1.2 Right to Continue Business of the Company.

          Upon an event described in Sections 11.1.1(a), 11.1.1(e) or 11.1.1(f)
(but not an event described in 11.1.1(f) that makes it unlawful for the business
of the Company to be continued), the Company thereafter shall be dissolved and
liquidated unless, within 90 days after the event described in any of such
Sections, an election to continue the business of the Company shall be made in
writing by the remaining Members holding fifty percent (50%) or more of the
Percentage Interests. If such an election to continue the Company is made, then
the Company shall continue until another event causing dissolution in accordance
with this Article 11 shall occur.

SECTION 11.2 Procedure in Dissolution and Liquidation.

          11.2.1 Winding Up.

          Upon dissolution of the Company pursuant to Section 11.1 hereof, the
Company shall immediately commence to wind up its affairs and the Members shall
proceed with reasonable promptness to liquidate the business of the Company and
(at least to the extent necessary to pay any debts and liabilities of the
Company) to convert the Company's assets into cash. A reasonable time shall be
allowed for the orderly liquidation of the business and assets of the Company in
order to reduce any risk of loss that might otherwise be attendant upon such a
liquidation.

          11.2.2 Management Rights During Winding Up.

          During the period of the winding up of the affairs of the Company, the
Operating Member shall manage the Company and shall make with due diligence and
in good faith all decisions relating to the conduct of any business or
operations during the winding up period and to the sale or other disposition of
Company assets; provided, however, that if the termination of the Company
results from an Event of Default of a Member, the Defaulter shall have no
further right to participate in the management or affairs of the Company and the
Non-Defaulter shall manage the Company during the period of winding up. Each
Member hereby waives any claims it may have against the other that may arise out
of the management of the Company by the other, pursuant to this Section 11.2.2,
so long as such other Member and its representatives act in good faith.

          11.2.3 Work in Progress.

          If the Company is dissolved for any reason while there is development
or construction work in progress, winding up of the affairs and termination of
the business of the Company may include completion of the work in progress to
the extent the Members or Non- Defaulter, as the case may be, may determine same
to be necessary to permit a sale or other disposition of the Project which is
most beneficial to the Members.

          11.2.4 Distributions in Liquidation.

          The assets of Company shall be applied or distributed in liquidation
in the following manner and in the following order of priority:

          (a)  In payment of debts and obligations of the Company owed to third
               parties, which shall include either Member as the holder of any
               secured loan, and to the expenses of liquidation in the order of
               priority as provided by law; then

          (b)  To the setting up of any reserves for a period of up to twelve
               (12) months which the Members or the Non-Defaulter, as the case
               may be, may deem necessary for any contingent or unforeseen
               liabilities or obligations of the Company; then

          (c)  In payment of any debts or obligations of the Company to either
               Member, and then

          (d)  To the Members pro rata in proportion to the positive balances in
               their respective Capital Accounts until said Capital Accounts
               have been reduced to zero.

          Losses attributable to the expenditure of funds held under the reserve
in Section 11.2.4(b) shall be allocated to each Member to the extent such
expenditure will reduce the amount of cash eventually distributed to each
Member.

          Notwithstanding the foregoing, if there are any outstanding
Contribution Loans at the time of any distribution pursuant to this Section
11.2.4, the Member to whom such Contribution Loans are owed shall be entitled to
payment of the Contribution Loans on a priority basis out of the distributions
to which the Member for whose benefit the Contribution Loans were made is
entitled, to be applied to the Contribution Loans in order of priority based on
the chronological order in which they were made, the earliest to be paid first
in full, and to each Contribution Loan in payment first of interest and then of
principal.

          11.2.5 Non-Cash Assets.

          Every reasonable effort shall be made to dispose of the assets of the
Company so that the distribution may be made to the Members in cash. If at the
time of the termination of the Company, the Company owns any assets in the form
of work in progress, notes, deeds to secure debt or other non-cash assets, such
assets, if any, shall be distributed in kind to the Members, in lieu of cash,
proportionately to their right to receive the assets of the Company on an
equitable basis reflecting the Fair Market Value of the assets so distributed.
In the alternative, the Members may cause the Company to distribute some or all
of its non-cash assets to the Members as tenants-in-common subject to such
terms, covenants and conditions as the Members may adopt.

SECTION 11.3 Disposition of Documents and Records.

          All Documents of the Company shall be retained upon termination of the
Company for a period of not less than seven (7) years by a party mutually
acceptable to the Members. The costs and expenses of personnel and storage costs
associated therewith shall be shared by the Members equally. The Documents shall
be available during normal business hours to all Members for inspection and
copying at such Member's cost and expense. If either Member for any reason
ceases as provided herein to be a Member at any time prior to termination of the
Company ("Non-Surviving Member"), and the Company is continued without the
Non-Surviving Member, the other Member ("Surviving Member") agrees that the
Documents of the Company up to the date of the termination of the Non-Surviving
Member's interest shall be maintained by the Surviving Member, its successors
and assigns, for a period of not less than seven (7) years thereafter; provided,
however, that if there is an Internal Revenue Service examination or audit, or
notice thereof, which requires access to the Documents, the Documents shall be
retained until the examination or audit is completed and any tax liability
finally determined, and provided further, the Non-Surviving Member shall
reimburse the Surviving Member for one-half of personnel and storage costs
associated herewith. The Documents shall be available for inspection,
examination and copying by the Non-Surviving Member or its representatives upon
reasonable notice in the same manner as herein provided during said seven (7)
year period.

SECTION 11.4 Date of Termination.

          The Company shall be terminated when its cash and other assets have
been applied and distributed in accordance with the provisions of Section
11.2.4. The establishment of any reserves in accordance with the provisions of
Section 11.2.4 shall not have the effect of extending the Termination Date of
the Company, but any unexpended reserve amount shall be distributed in the order
and priority provided in such Section upon expiration of the period of such
reserves.

                                   ARTICLE 12
                               GENERAL PROVISIONS

SECTION 12.1  Notices.

          Any notice, consent, approval, or other communication which is
provided for or required by this Agreement must be in writing and may be
delivered in person to any party or may be sent by a facsimile transmission,
telegram, courier or registered or certified U.S. mail, with postage prepaid,
return receipt requested. Any such notice or other written communications shall
be deemed received by the party to whom it is sent (i) in the case of personal
delivery, on the date of delivery to the party to whom such notice is addressed
as evidenced by a written receipt signed on behalf of such party, (ii) in the
case of facsimile transmission or telegram, the next business day after the date
of transmission, (iii) in the case of courier delivery, the date receipt is
acknowledged by the party to whom such notice is addressed as evidenced by a
written receipt signed on behalf of such party, and (iv) in the case of
registered or certified mail, the earlier of the date receipt is acknowledged on
the return receipt for such notice or five (5) business days after the date of
posting by the United States Post Office. For purposes of notices, the addresses
of the parties hereto shall be as follows, which addresses may be changed at any
time by written notice given in accordance with this provision:

         If to Simon:

                  Simon DeBartolo Group, L.P.
                  c/o Simon DeBartolo Group, Inc.
                  National City Center
                  115 West Washington Street
                  Indianapolis, Indiana  46204
                  Attention:  Chief Executive Officer
                  Facsimile No.:  (317) 263-7177

         With a copy to:

                  Simon DeBartolo Group, L.P.
                  c/o Simon DeBartolo Group, Inc.
                  National City Center
                  115 West Washington Street
                  Indianapolis, Indiana  46204
                  Attention:  General Counsel
                  Facsimile No.:  (317) 685-7221

         If to Chelsea:

                  Chelsea GCA Realty Partnership, L.P.
                  103 Eisenhower Parkway
                  Roseland, New Jersey  07068
                  Attention:  Chief Executive Officer
                  Facsimile No.:  (201) 228-1694

         With a copy to:

                  Chelsea GCA Realty Partnership, L.P.
                  103 Eisenhower Parkway
                  Roseland, New Jersey  07068
                  Attention:  General Counsel
                  Facsimile No.:  (201) 228-3891

          Failure of, or delay in delivery of any copy of a notice or other
written communication shall not impair the effectiveness of such notice or
written communication given to any party to this Agreement as specified herein.

SECTION 12.2 Entire Agreement.

          This Agreement (including all Exhibits referred to herein and attached
hereto, which Exhibits are part of this Agreement for all purposes) contains the
entire understanding between the Members with respect to the Project and
supersedes any prior understanding and agreements between them respecting the
within subject matter. There are no representations, agreements, arrangements or
understandings, oral or written, between the Members relating to the subject of
this Agreement which are not fully expressed herein.

SECTION 12.3  Severability.

          This Agreement is intended to be performed in accordance with, and
only to the extent permitted by, all applicable Laws of the State of Delaware.
If any provision of this Agreement, or the application thereof to any person or
circumstances shall, for any reason and to any extent, be invalid or
unenforceable, the remainder of this Agreement and the application of such
provision to other persons or circumstances shall not be affected thereby, but
rather shall be enforced to the greatest extent permitted by law; provided,
however, that the above-described invalidity or unenforceability does not
diminish in any material respect the ability of the Members to achieve the
purposes for which this Company was formed.

SECTION 12.4 Successors and Assigns.

          Subject to the restrictions on Transfer set forth in Article 10, this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the parties hereto.

SECTION 12.5  Counterparts.

          This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which shall constitute one
and the same agreement.

SECTION 12.6 Additional Documents and Acts.

          In connection with this Agreement, as well as all transactions
contemplated by this Agreement, each Member agrees to execute and deliver such
additional documents and instruments and to perform such additional acts as may
be necessary or appropriate to effectuate, carry out and perform all of the
terms, provisions and conditions of this Agreement, and all such transactions.

SECTION 12.7  Interpretation.

          This Agreement and the rights and obligations of the respective
parties hereunder shall be governed by and interpreted and enforced in
accordance with the Laws of the State of Delaware.

SECTION 12.8  Terms.

          Common nouns and pronouns shall be deemed to refer to the masculine,
feminine, neuter, singular, and plural, as the identity of the person or
persons, firm or corporation may in the context require. Any reference to the
Code or Laws shall include all amendments, modifications, or replacements of the
specific sections and provisions concerned.

SECTION 12.9  Amendment.

          This Agreement, the Development Agreement and the Management Agreement
may not be amended, altered or modified except by instrument in writing and
signed by the Members.

SECTION 12.10 References to this Agreement.

          Numbered or lettered articles, sections and subsections herein
contained refer to articles, sections and subsections of this Agreement unless
otherwise expressly stated. The words "herein," "hereof," "hereunder," "hereby,"
"this Agreement" and other similar references shall be construed to mean and
include this Agreement and all amendments thereof and Exhibits thereto unless
the context shall clearly indicate or require otherwise.

SECTION 12.11  Headings.

          All headings herein are inserted only for convenience and ease of
reference and are not to be considered in the construction or interpretation of
any provision of this Agreement.

 SECTION 12.12  No Third Party Beneficiary.

          This Agreement is made solely and specifically between and for the
benefit of the parties hereto, and their respective successors and assigns
subject to the express provisions hereof relating to successors and assigns, and
no other Person whatsoever shall have any rights, interest, or claims hereunder
or be entitled to any benefits under or on account of this Agreement as a third
party beneficiary or otherwise.

SECTION 12.13 No Waiver.

          No consent or waiver, either expressed or implied, by any Member to or
of any breach or default by any other Member in the performance by such other
Member of the obligations thereof under this Agreement 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 Member of the same or any other obligations of such
other Member under this Agreement. Failure on the part of any Member to complain
of any act or failure to act of any other Member, failure on the part of any
complaining Member to continue to complain or to pursue complaints with respect
to any act or failure to act of any other Member, or failure on the part of any
Member to declare any other Member in default, irrespective of how long such
failure continues, shall not constitute a waiver by such Member of the rights
and remedies thereof under this Agreement or otherwise at law or in equity.

SECTION 12.14 Time of Essence.

          Time is of the essence of this Agreement.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed under seal by their duly authorized corporate officers, each on the
day and year first above written.

          Simon:             SIMON DeBARTOLO GROUP, L.P.,
                             a Delaware limited partnership

                             By: SD PROPERTY GROUP, INC., an
                                 Ohio corporation, managing general partner

                             By:______________________________
                                Title:__________________________

                             By: SIMON DeBARTOLO GROUP, INC., a
                                 Maryland corporation, general partner

                             By:_______________________________
                                Title:_________________________


       Chelsea:              CHELSEA GCA REALTY PARTNERSHIP, L.P.,
                             a Delaware limited partnership

                             By: CHELSEA GCA REALTY, INC.,
                                 a Maryland corporation, sole general partner

                             By: _____________________________
                                 Title:__________________________

<PAGE>

                                   EXHIBIT A.

                                   DEFINITIONS

When used in this Agreement, the following terms will have the meanings set
forth below:

(a)  "Act" shall mean the Delaware Limited Liability Act.

(b)  "Adjusted Percentage Interest" shall mean the aggregate percentage
     interest(s) in the Company owned by each Member after the calculation made
     pursuant to Section 5.4.3.

(c)  "Affiliate(s)" shall mean a Chelsea Affiliate or a Simon Affiliate, or a
     Person or Persons directly or indirectly, through one or more
     intermediaries, controlling, controlled by or under common control with the
     Person(s) in question. The term "control", as used in the immediately
     preceding sentence, means, (i) with respect to a Person that is a
     corporation, the right to exercise, directly or indirectly, more than 50%
     of the rights attributable to the shares of the controlled corporation and,
     with respect to a Person that is not a corporation, the possession,
     directly or indirectly, of the power to direct or cause the direction of
     the management or policies of the controlled Person, or (ii) owning a
     majority of the equity interest in such Person.

(d)  "Agreement" shall mean this Limited Liability Company Agreement, as amended
     from time to time.

(e)  "Approved by the Members" or "Approval of the Members" shall mean approval
     by all of the Members acting through their duly authorized representatives.

(f)  "Budgets" shall mean the following budgets of the Company from time to
     time:

         (i)      "Development Budget", which shall mean the budget of Total
                  Project Costs estimated to be incurred with respect to a
                  Project including, without limitation, that portion of Total
                  Project Costs included in a Pre-Construction Budget which
                  shall be Approved by the Members by written resolution,
                  subject to revision from time to time by Approval of the
                  Members; and

         (ii)     "Operating Budget", which shall mean the annual
                  budgets of the Company for a  Project which shall be
                  Approved by the Members by written resolution, and
                  which shall be comprised of: (A) an estimate of all
                  receipts from and expenditures  for the ownership,
                  management, maintenance and operation of a Project and
                  the  Company for such Fiscal Year and (B) an estimate
                  of all capital replacements,  substitutions and/or
                  additions to a Project, or any component thereof,
                  which are to  be accomplished during such Fiscal Year;
                  and

         (iii)    "Pre-Construction Budget", which shall mean the budget of
                  costs and expenses estimated to be incurred with respect to a
                  Project during the Pre-Construction
                   Period which shall be Approved by the Members by written
                  resolution, subject to revision from time to time by Approval
                  of the Members.

         (iv)     "Prospective Project Budget", which shall mean costs incurred
                  pursuant to Section 5.2.2 hereof or the maximum amount of
                  costs and expenses estimated to be incurred with respect to a
                  Prospective Project during the Prospective Project Period,
                  which shall be Approved by the Members, subject to revision
                  from time to time by Approval of the Members.

(g)  "Capital Account" shall have the meaning specified in Section 1 of the Tax
     Allocations Exhibit.

(h)  "Capital Contribution Balance" shall mean, as to each Member, the amount of
     the aggregate capital contributions made by such Member from time to time,
     reduced by all cash distributions to such Member other than (i)
     distributions of Cash Flow pursuant to Section 6.5 hereof and (ii) the
     repayment of, or any payment of interest on, any Contribution Loans or any
     loans to the Company made by such Member.

(i)  "Capital Proceeds" shall mean the net proceeds from:

         (i)      loans to the Company in excess of current or
                  reasonably anticipated Company  needs (including
                  reasonable reserves for Company debt obligations and
                  working capital as determined by the Members) or
                  excess funds received from refinancing of any Company
                  indebtedness (x) after the payment of, or provision
                  for the payment of, all costs and expenses incurred
                  by the Company in connection with  such refinancing,
                  and (y) after deduction or retention of such sums as
                  are deemed  necessary to be retained as a reserve for
                  the conduct of the business of the  Company; and

         (ii)     any sale, exchange, condemnation or other disposition
                  of the Project, or any  portion thereof or any
                  interest therein, any equipment used thereon, or any
                  other  capital asset of the Company or from claims on
                  policies of insurance maintained by the Company for
                  damage to or destruction of capital assets of the
                  Company or  the loss of title thereto (to the extent
                  that such proceeds exceed the actual or estimated
                  costs of repairing or replacing the assets damaged or
                  destroyed if,  pursuant to this Agreement, such assets
                  are repaired or replaced) (x) after the payment of,
                  or provision for the payment of, all costs and
                  expenses incurred by  the Company in connection with
                  such sale or other disposition or the receipt of such
                  insurance proceeds, as the case may be, and (y) after
                  deduction or retention  of such sums as are deemed
                  necessary to be retained as a reserve for the conduct
                  of the business of the Company.

(j)  "Cash Flow" shall mean for any period the Gross Receipts of the Company for
     such period less Operating Expenses for such period.

(k)  "Change in Control" shall mean any event or occurrence, the result of which
     is that: (i) as to Chelsea only, (A) during the Pre-Construction Period and
     the Construction Period, none of David Bloom, William Bloom, Leslie Chao or
     Tom Davis is an executive officer of Chelsea or its general partner with
     the power and authority to conduct the day- to-day activities of, and make
     binding decisions for, Chelsea, (B) at any time during the term of this
     Agreement, there occurs a Transfer of the Percentage Interest of Chelsea or
     any Chelsea Affiliate, other than a Transfer permitted pursuant to Section
     10.2 of this Agreement, or (C) at any time during the term of this
     Agreement, there occurs a merger, consolidation or other business
     reorganization of Chelsea or its general partner in which Chelsea or such
     general partner or a Chelsea Affiliate is not the surviving entity; and
     (ii) as to Simon only, (A) during the Pre-Construction Period and the
     Construction Period, none of Melvin Simon, Herbert Simon, David Simon or
     Richard Sokolov is an executive officer of Simon or its general partner
     with the power and authority to conduct the day-to-day activities of, and
     make binding decisions for, Simon, (B) at any time during the term of this
     Agreement, there occurs a Transfer of the Percentage Interest of Simon or
     any Simon Affiliate, other than a Transfer permitted pursuant to Section
     10.2 of this Agreement, or (C) at any time during the term of this
     Agreement, there occurs a merger, consolidation or other business
     reorganization of Simon or its general partner in which Simon or such
     general partner or a Simon Affiliate is not the surviving entity.

(l)  "Chelsea" shall mean Chelsea GCA Realty Partnership, L.P., a Delaware
     limited partnership whose sole general partner is Chelsea GCA Realty, Inc.,
     a Maryland corporation.

(m)  "Chelsea Affiliate" shall mean (i) Chelsea, (ii) Chelsea GCA Realty, Inc.,
     (iii) any other Person which, directly or indirectly, through one or more
     intermediaries, controls or is controlled by or is under common control
     with any of the aforesaid specifically identified Chelsea Affiliates. The
     term "control", as used in the immediately preceding sentence, means, (i)
     with respect to a Person that is a corporation, the right to the exercise,
     directly or indirectly, of more than 50% of the rights attributable to the
     shares of the controlled corporation and, with respect to a Person that is
     not a corporation, the possession, directly or indirectly, of the power to
     direct or cause the direction of the management and policies of the
     controlled Person, or (ii) having a majority of the equity interest in such
     Person.

(n)  "Company" shall mean the limited liability company formed pursuant to the
     terms hereof for the limited purposes and scope set forth herein.

(o)  "Construction Period" shall mean the period commencing upon the earliest to
     occur of (i) the date of closing of a third-party construction loan in
     accordance with Section 5.2.4(a) or (ii) the actual start of construction
     of any portion of the Project's buildings and improvements, or (iii) entry
     into commitments with third parties for the construction of any portion of
     the Project's buildings and improvements, and ending on the later to occur
     of (x) the opening for business with the public of any portion of the
     Project or (y) the Project Completion Date.

(p)  "Contribution Loan" shall have the meaning specified in Section 5.4.4.

(q)  "Contributing Member" shall have the meaning specified in Section 5.4.4.

(r)  "Developer" shall, collectively, mean a Member or an Affiliate of Member
     engaged as Developer of a Project pursuant to the Development Agreement.

(s)  "Development Agreement" shall mean the agreement entered into by and
     between the Developer and the Company with respect to the management of the
     development and construction activities of a Project, as Approved by the
     Members pursuant to Section 8.10.

(t)  "Development Budget" shall have the meaning specified in (f) above.

(u)  "Documents" shall have the meaning specified in Section 7.1.

(v)  "Fair Market Value" shall have the meaning specified in Section 10.1.

(w)  "Final Project Program" shall mean the development of the final project
     program (which shall include, among other things, the basic terms and
     conditions for any financing required to complete the development and
     construction of a Project and evidence reasonably acceptable to the
     Members, that such financing can be obtained) site plan and schematic
     building design and final Development Budget and construction schedule,
     which shall be prepared at least 60 days prior to the commencement of the
     Construction Period.

(x)  "Fiscal Year" shall mean the twelve month period ending December 31 of each
     year; provided that the first Fiscal Year shall be the period beginning on
     the date this Company is formed and ending on December 31, 1997, and the
     last Fiscal Year shall be the period beginning on January 1 of the calendar
     year in which the final liquidation and termination of the Company is
     completed and ending on the date such final liquidation and termination is
     completed (to the extent any computation or other provision hereof provides
     for an action to be taken on a Fiscal Year basis, an appropriate proration
     or other adjustment shall be made in respect of the first or final Fiscal
     Year to reflect that such period is less than a full calendar year period).

(y)  "Gross Receipts" shall mean receipts (other than Capital Proceeds) from the
     conduct of the business of the Company from all sources.

(z)  "Independent Accountants" shall mean Ernst & Young or other nationally
     recognized accounting firm designated pursuant to this Agreement.

(aa) "Initial Percentage Interest" shall mean the aggregate initial percentage
     interest(s) in the Company owned by each Member as set forth in Section 5.

(bb) "Land" shall mean the land on which a Project is to be constructed.

(cc) "Laws" shall mean federal, state and local statutes, case law, rules,
     regulations, ordinances, codes and the like which are in full force and
     effect from time to time and which affect a Project or the ownership or
     operation thereof.

(dd) "Major Decisions" shall have the meaning specified in Section 8.6.

(ee) "Management Agreement" shall mean the agreement entered into by and between
     the Manager and the Company with respect to the management, operation,
     maintenance and servicing of the Project, as Approved by the Members
     pursuant to Section 8.11.

(ff) "Manager" shall mean, collectively, a Member or an Affiliate of Member
     engaged as the Manager of the Project pursuant to the Management Agreement.

(gg) "Member" shall mean Simon, Chelsea or any other Person from time to time
     owning a Percentage Interest as permitted by this Agreement.

(hh) "Members" shall mean, collectively, Simon, Chelsea and any other Person
     from time to time owning a Percentage Interest as permitted by this
     Agreement.

(ii) "Net Profit" or "Net Loss" shall mean for each Fiscal Year the Company's
     taxable income or taxable loss for such Fiscal Year, determined in
     accordance with Exhibit B.

(jj) "Non-Contributing Member" shall have the meaning specified in Section
     5.4.4(a).

(kk) "Non-Operating Member" shall mean any Member which is not the Operating
     Member. The initial Non-Operating Member shall be Simon.

(ll) "Operating Budget" shall have the meaning specified in (f) above.

(mm) "Operating Expenses" shall mean all expenditures of any kind made with
     respect to the operations of the Company in the normal course of business
     including, but not limited to, debt service (principal and interest)
     payable on indebtedness of the Company, ad valorem taxes, insurance
     premiums, repair and maintenance expense, management fees or salaries,
     advertising expenses, professional fees, wages, and utility costs, plus
     such sums as are deemed reasonably necessary as a reserve to be retained
     for the conduct of the business of the Company, and capital expenditures
     and investments in other assets. Such expenses shall be determined on a
     cash basis and shall not include any non-cash items such as depreciation or
     amortization.

(nn) "Operating Member" shall mean the Member designated as such by written
     resolution of the Members pursuant to Section 8.1.1 and Section 8.2,
     subject to the provisions of Section 5.4.8 and 8.9 with respect to its
     removal or withdrawal from such position. (oo) "Percentage Interest" shall
     mean the Initial Percentage Interest or Adjusted Percentage Interest, as
     the case may be.

(pp) "Percentage Interest Adjustment Date" shall mean the date of funding of a
     Non-Funding Member's share of a capital contribution by a Funding Member
     in accordance with Section 5.4.3(a) hereof.

(qq) "Person" shall mean an individual, partnership, corporation, trust,
     unincorporated association, limited liability corporation, joint stock
     company or other entity or association.

(rr) "Pre-Construction Period" shall mean the period commencing upon the date on
     which Simon elects to have the Company proceed with a Prospective Project
     pursuant to this Agreement and ending upon the commencement of the
     Construction Period.

(ss) "Prime Rate" shall mean the per annum interest rate which is publicly
     announced (whether or not actually charged in each instance) from time to
     time (adjusted daily) by The Chase Manhattan Bank, as its "prime rate". In
     the event such bank discontinues the quotation of such rate or in the event
     the same ceases to be readily ascertainable, the Operating Member shall
     designate, subject to the approval of the Non-Operating Member (which
     approval shall not be unreasonably withheld or delayed), as the Prime Rate,
     either another bank's quotation of such rate or equivalent rate of interest
     which is readily ascertainable and is appropriate, as the case may be.

(tt) "Project" shall mean a Prospective Project which the Members determine to
     proceed with in accordance with this Agreement including, without
     limitation, the Land, the manufacturers outlet shopping center constructed
     thereon, the surface and structural parking facilities, all equipment and
     personal property necessary or desirable for the operation of the
     manufacturers outlet shopping center and all other improvements located on
     such Land and the appurtenances thereto.

(uu) "Project Completion Date" shall mean the date upon which the initial phase
     of the Project has been substantially completed in accordance with the
     Plans and Specifications, as certified by the Project's architect.

(vv) "Prospective Project" shall mean (i) a manufacturers outlet shopping center
     which is proposed to be acquired or developed and which is planned to
     contain, either initially or through a phased development, approximately
     500,000 square feet or more of gross leasable area and (ii) an acquisition
     of a portfolio of five (5) or more manufacturers outlet shopping centers
     regardless of size or a portfolio of any size which contains one (1) or
     more manufacturers outlet shopping centers containing, or which are planned
     to contain, approximately 500,000 square feet or more of gross leasable
     area, in each instance to be identified by Chelsea and offered to Simon for
     the benefit of the Company as provided in this Agreement.

(ww) "Prospective Project Area" shall mean a geographic area identified by
     Chelsea and agreed to by Simon as one in which a Project may be developed.

(xx) "Prospective Project Period" shall mean the period commencing on the date
     on which the Members decide to examine a Prospective Project Area and
     ending on the commencement of the Pre-Construction Period.

(yy) "Simon" shall mean Simon DeBartolo Group, L.P., a Delaware limited
     partnership whose sole general partners are Simon DeBartolo Group, Inc., a
     Maryland corporation and SD Property Group, Inc., an Ohio corporation.

(zz) "Simon Affiliate" shall mean (i) Simon; (ii) Simon Property Group, Inc. (or
     any of its Affiliates), (iii) any successor to Simon in connection with a
     bona fide reorganization, recapitalization, acquisition or merger, (iv) any
     Person which acquires all or substantially all of the assets of Simon and
     (v) any other Person which, directly or indirectly, through one or more
     intermediaries, controls or is controlled by or is under common control
     with any of the aforesaid specifically identified Simon Affiliates. The
     term "control", as used in the immediately preceding sentence, means, (i)
     with respect to a Person that is a corporation, the right to the exercise,
     directly or indirectly, of more than 50% of the rights attributable to the
     shares of the controlled corporation and, with respect to a Person that is
     not a corporation, the possession, directly or indirectly, of the power to
     direct or cause the direction of the management and policies of the
     controlled Person, or (ii) having a majority of the equity interest in such
     Person.

(aaa) "Tax Allocations Exhibit" shall mean the provisions on Capital Accounts
     and special allocations rules attached hereto as Exhibit B.

(bbb) "Termination Date" shall have the meaning specified in Article 4.

(ccc) "Total Project Costs" shall mean all costs which have been or are
     estimated to be incurred by the Company with respect to the acquisition,
     design, development, construction, debt financing, leasing, and completion
     of the Project, which Total Project Costs (including without limitation
     tenant allowances) are initially estimated on the Development Budget.

(ddd) "Transfer" shall have the meaning specified in Section 10.1.

(eee) "Transferee" shall have the meaning specified in Section 10.2.3.

(fff) "Transferor" shall have the meaning specified in Section 10.2.3.

<PAGE>


                                    EXHIBIT B

                   Capital Accounts; Special Allocation Rules

1.       Definitions

          The following definitions shall be applied to the terms used in this
Exhibit B. Capitalized terms not defined shall have the meaning set forth in the
Agreement.

          "Adjusted Capital Account" means the Capital Account maintained for
each Member as of the end of each Company Year (i) increased by any amounts
which such Member is obligated to restore pursuant to any provision of this
Agreement or is deemed to be obligated to restore pursuant to the penultimate
sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii)
decreased by the items described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), l.704- l(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).
The foregoing definition of Adjusted Capital Account is intended to comply with
the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith.

          "Adjusted Capital Account Deficit" means, with respect to any Member,
the deficit balance, if any, in such Member's Adjusted Capital Account as of the
end of the relevant Company Year.

          "Adjusted Property" means any property the Carrying Value of which has
been adjusted pursuant to Section 2.D of this Exhibit B. Once an Adjusted
Property is deemed distributed by, and recontributed to, the Company for federal
income tax purposes upon a termination thereof pursuant to Section 708 of the
Code, such property shall thereafter constitute a Contributed Property until the
Carrying Value of such property is further adjusted pursuant to Section 2.D of
this Exhibit B.

          "Agreed Value" means (i) in the case of any Contributed Property, as
of the time of its contribution to the Company, the 704(c) Value of such
property, reduced by any liabilities either assumed by the Company upon such
contribution or to which such property is subject when contributed, and (ii) in
the case of any property distributed to a Member by the Company, the Company's
Carrying Value of such property at the time such property is distributed,
reduced by any indebtedness either assumed by such Member upon such distribution
or to which such property is subject at the time of distribution as determined
under Section 752 of the Code and the Regulations thereunder.

          "Book-Tax Disparities" means, with respect to any item of Contributed
Property or Adjusted Property, as of the date of any determination, the
difference between the Carrying Value of such Contributed Property or Adjusted
Property and the adjusted basis thereof for federal income tax purposes as of
such date.

          "Carrying Value" means (i) with respect to a Contributed Property or
Adjusted Property, the 704(c) Value of such property, reduced (but not below
zero) by all Depreciation with respect to such Property charged to the Members'
Capital Accounts following the contribution of or adjustment with respect to
such property, and (ii) with respect to any other Company property, the adjusted
basis of such property for federal income tax purposes, all as of the time of
determination. The Carrying Value of any property shall be adjusted from time to
time in accordance with Section 2.D of this Exhibit B, and to reflect changes,
additions or other adjustments to the Carrying Value for dispositions and
acquisitions of Company properties, as deemed appropriate by the Operating
Member.

          "Company Minimum Gain" has the meaning set forth in Regulations
Section 1.704-2(b)(2) for "partnership minimum gain," and the amount of Company
Minimum Gain, as well as any net increase or decrease in a Company Minimum Gain,
for a Company Year shall be determined in accordance with the rules of
Regulations Section 1.704-2(d).

          "Company Year" means the fiscal year of the Company, which shall be
the calendar year.

          "Contributed Property" means each property or other asset (excluding
cash) contributed or deemed contributed to the Company (including deemed
contributions to the Company on termination and reconstitution thereof pursuant
to Section 708 of the Code). Once the Carrying Value of a Contributed Property
is adjusted pursuant to Section 2.D of this Exhibit B, such property shall no
longer constitute a Contributed Property, but shall be deemed an Adjusted
Property for such purposes.

          "Code" means the Internal Revenue Code of 1986, as amended and in
effect from time to time, as interpreted by the applicable regulations
thereunder. Any reference herein to a specific section or sections of the Code
shall be deemed to include a reference to any corresponding provision of future
law.

          "Depreciation" means, for each fiscal year an amount equal to the
federal income tax depreciation, amortization, or other cost recovery deduction
allowable with respect to an asset for such year, except that if the Carrying
Value of an asset differs from its adjusted basis for federal income tax
purposes at the beginning of such year or other period, Depreciation shall be an
amount which bears the same ratio to such beginning Carrying Value as the
federal income tax depreciation, amortization, or other cost recovery deduction
for such year bears to such beginning adjusted tax basis; provided, however,
that if the federal income tax depreciation, amortization, or other cost
recovery deduction for such year is zero, Depreciation shall be determined with
reference to such beginning Carrying Value using any reasonable method selected
by the Operating Member.

          "Member Minimum Gain" means an amount, with respect to each Member
Nonrecourse Debt, equal to the Company Minimum Gain that would result if such
Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in
accordance with Regulations Section 1.704-2(i)(3).

          "Member Nonrecourse Debt" has the meaning set forth Regulations
Section 1.704-2(b)(4) for "partner nonrecourse debt."

          "Member Nonrecourse Deductions" has the meaning set forth in
Regulations Section 1.704-2(i)(2) for "partner nonrecourse deductions," and the
amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse
Debt for a Company Year shall be determined in accordance with the rules of
Regulations Section 1.704-2(i)(2).

          "Nonrecourse Deductions" has the meaning set forth in Regulations
Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Company
Year shall be determined in accordance with the rules of Regulations Section
1.704-2(c).

          "Nonrecourse Liability" has the meaning set forth in Regulations
Section 1.752-1(a)(2).

          "Regulations" means the Income Tax Regulations promulgated under the
Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

          "Residual Gain" or "Residual Loss" means any item of gain or loss, as
the case may be, of the Company recognized for federal income tax purposes
resulting from a sale, exchange or other disposition of Contributed Property or
Adjusted Property, to the extent such item of gain or loss is not allocated
pursuant to Section 6.B.1(a) or 6.B.2(a) of this Exhibit B to eliminate Book-
Tax Disparities.

          "704(c) Value" of any Contributed Property means the fair market value
of such property at the time of contribution as determined by the Operating
Member, using such reasonable method of valuation as it may adopt; provided,
however, that the 704(c) Value of any property deemed contributed to the Company
for federal income tax purposes upon termination and reconstitution thereof
pursuant to Section 708 of the Code shall be determined in accordance with
Section 2.D of this Exhibit B.

          "Unrealized Gain" attributable to any item of Company property means,
as of any date of determination, the excess, if any, of (i) the fair market
value of such property (as determined under this Exhibit B) as of such date,
over (ii) the Carrying Value of such property (prior to any adjustment to be
made pursuant to this Exhibit B) as of such date.

          "Unrealized Loss" attributable to any item of Company property means,
as of any date of determination, the excess, if any, of (i) the Carrying Value
of such property (prior to any adjustment to be made pursuant to this Exhibit B)
as of such date, over (ii) the fair market value of such property (as determined
under this Exhibit B) as of such date.

 2.      Capital Accounts of the Members

          A. The Company shall maintain for each Member a separate Capital
Account in accordance with the rules of Regulations Section l.704-l(b)(2)(iv).
Such Capital Account shall be increased by (i) the amount of all Capital
Contributions and any other deemed contributions made by such Member to the
Company pursuant to this Agreement and (ii) all items of Company income and gain
(including income and gain exempt from tax) computed in accordance with Section
2.B hereof and allocated to such Member pursuant to Section 6.1 of the Agreement
and/or Section 5 of this Exhibit B, and decreased by (x) the amount of cash or
Agreed Value of all actual and deemed distributions of property made to such
Member pursuant to this Agreement and (y) all items of Company deduction and
loss computed in accordance with Section 2.B hereof and allocated to such Member
pursuant to Section 6.2 of the Agreement and/or Section 5 of this Exhibit B.

          B. For purposes of computing the amount of any item of income, gain,
deduction or loss to be reflected in the Members' Capital Accounts, unless
otherwise specified in this Agreement, the determination, recognition and
classification of any such item shall be the same as its determination,
recognition and classification for federal income tax purposes determined in
accordance with Section 703(a) of the Code (for this purpose, all items of
income, gain, loss or deduction required to be stated separately pursuant to
Section 703(a)(1) of the Code shall be included in taxable income or loss), with
the following adjustments:

         (1)      Except as otherwise provided in Regulations Section
                  1.704-1(b)(2)(iv)(m), the  computation of all items of
                  income, gain, loss and deduction shall be made
                  without regard to any election under Section 754 of
                  the Code which may be made  by the Company, provided
                  that the amounts of any adjustments to the adjusted
                  bases of the assets of the Company made pursuant to
                  Section 734 of the Code as a  result of the
                  distribution of property by the Company to a Member
                  (to the extent  that such adjustments have not
                  previously been reflected in the Members' Capital
                  Accounts) shall be reflected in the Capital Accounts
                  of the Members in the  manner, and subject to the
                  limitations, prescribed in Regulations Section
                  l.704-1(b)(2)(iv)(m)(4).

         (2)      The computation of all items of income, gain, and deduction
                  shall be made without regard to the fact that items described
                  in Sections 705(a)(l)(B) or 705(a)(2)(B) of the Code are not
                  includable in gross income or are neither currently deductible
                  nor capitalized for federal income tax purposes.

         (3)      Any income, gain or loss attributable to the taxable
                  disposition of any Company property shall be determined as if
                  the adjusted basis of such property as of such date of
                  disposition were equal in amount to the Company's Carrying
                  Value with respect to such property as of such date.

          (4)     In lieu of the depreciation, amortization, and other cost
                  recovery deductions taken into account in computing such
                  taxable income or loss, there shall be taken into account
                  Depreciation for such fiscal year.

         (5)      In the event the Carrying Value of any Company property is
                  adjusted pursuant to Section 2.D hereof, the amount of any
                  such adjustment shall be taken into account as gain or loss
                  from the disposition of such asset.

         (6)      Any items specially allocated under Section 6 of this Exhibit
                  B hereof shall not be taken into account.

          C. Generally, a transferee (including an assignee) of a Company
interest shall succeed to a pro rata portion of the Capital Account of the
transferor; provided, however, that, if the transfer causes a termination of the
Company under Section 708(b)(l)(B) of the Code, the Company's properties shall
be deemed solely for federal income tax purposes, to have been distributed in
liquidation of the Company to the holders of Company interests (including such
transferee) and recontributed by such Persons in reconstitution of the Company.
In such event, the Carrying Values of the Company properties shall be adjusted
pursuant to Section 2.D (2) hereof immediately prior to such deemed distribution
pursuant. The Capital Accounts of such reconstituted Company shall be maintained
in accordance with the principles of this Exhibit B.

         D.       (1)      Consistent with the provisions of Regulations
                           Section 1.704-1(b)(2)(iv)(f),  and as provided in
                           Section 2.D (2), the Carrying Values of all
                           Company  assets shall be adjusted upward or
                           downward to reflect any Unrealized  Gain or
                           Unrealized Loss attributable to such Company
                           property, as of the  times of the adjustments
                           provided in Section 2.D (2) hereof, as if such
                           Unrealized Gain or Unrealized Loss had been
                           recognized on an actual sale  of each such
                           property and allocated pursuant to Section 6.1 or
                           6.2 of the  Agreement and/or Section 5 of this
                           Exhibit B.

                  (2)      Such adjustments shall be made as of the
                           following times: (a) immediately  prior to the
                           acquisition of an additional interest in the
                           Company by any  new or existing Member in
                           exchange for more than a de minimis Capital
                           Contribution; (b) immediately prior to the
                           distribution by the Company to  a Member of more
                           than a de minimis amount of property as
                           consideration  for an interest in the Company;
                           and (c) immediately prior to the  liquidation of
                           the Company within the meaning of Regulations
                           Section  1.704-l(b)(2)(ii)(g), provided, however,
                           that adjustments pursuant to  clauses (a) and (b)
                           above shall be made only if the Operating Member
                           determines that such adjustments are necessary or
                           appropriate to reflect the  relative economic
                           interests of the Members in the Company.

                  (3)      In accordance with Regulations Section
                           1.704 -l(b)(2)(iv)(e), the Carrying  Value of Company
                           assets distributed in kind shall be adjusted
                           upward or   downward to reflect any Unrealized
                           Gain or Unrealized Loss attributable  to such
                           Company property, as of the time any such asset
                           is distributed.

                  (4)      In determining Unrealized Gain or Unrealized Loss for
                           purposes of this Exhibit B, the aggregate cash amount
                           and fair market value of all Company assets
                           (including cash or cash equivalents) shall be
                           determined by the Operating Member using such
                           reasonable method of valuation as it may adopt.

          E. The provisions of this Agreement (including this Exhibit B)
relating to the maintenance of Capital Accounts are intended to comply with
Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner
consistent with such Regulations. In the event the Operating Member shall
determine that it is prudent to modify the manner in which the Capital Accounts,
or any debits or credits thereto (including, without limitation, debits or
credits relating to liabilities which are secured by contributed or distributed
property or which are assumed by the Company and/or one or more of the Members)
are computed in order to comply with such Regulations, the Operating Member may
make such modification, provided that it is not likely to have a material effect
on the amounts distributable to any Member pursuant to the Agreement upon the
dissolution of the Company. The Operating Member also shall (i) make any
adjustments that are necessary or appropriate to maintain equality between the
Capital Accounts of the Members and the amount of Company capital reflected on
the Company's balance sheet, as computed for book purposes, in accordance with
Regulations Section l.704-l(b)(2)(iv)(q), and (ii) make any appropriate
modifications in the event unanticipated events might otherwise cause this
Agreement not to comply with Regulations Section l.704-1(b).

3.        No Interest

          No interest shall be paid by the Company on Capital Contributions or
on balances in Members' Capital Accounts.

4.        No Withdrawal

          No Member shall be entitled to withdraw any part of its Capital
Contribution or its Capital Account or to receive any distribution from the
Company, except as expressly provided in the Agreement.

5.       Special Allocation Rules

          Notwithstanding any other provision of the Agreement or this Exhibit
B, the following special allocations shall be made in the following order:

         A.       Minimum Gain Chargeback.  Notwithstanding the
                  provisions of Article 6 of the  Agreement or any other
                  provisions of this Exhibit B, if there is a net
                  decrease in  Company Minimum Gain during any Company
                  Year, each Member shall be   specially allocated items
                  of Company income and gain for such year (and, if
                  necessary, subsequent years) in an amount equal to
                  such Member's share of the  net decrease in Company
                  Minimum Gain, as determined under Regulations  Section
                  1.704-2(g).  Allocations pursuant to the previous
                  sentence shall be made  in proportion to the
                  respective amounts required to be allocated to each
                  Member  pursuant thereto.  The items to be so
                  allocated shall be determined in accordance  with
                  Regulations Section 1.704-2(f)(6).  This Section 5.A
                  is intended to comply  with the minimum gain
                  chargeback requirements in Regulations Section 1.704-
                  2(f).

         B.       Member Minimum Gain Chargeback.  Notwithstanding the
                  provisions of Article  6 of this Agreement or any
                  other provisions of this Exhibit B (except Section 5.A
                  hereof), if there is a net decrease in Member Minimum Gain
                  attributable to a Member Nonrecourse Debt during any Company
                  Year, each Member who has a share of the Member Minimum Gain
                  attributable to such Member Nonrecourse Debt, determined in
                  accordance with Regulations Section 1.704-2(i)(5), shall be
                  specially allocated items of Company income and gain for such
                  year (and, if necessary, subsequent years) in an amount equal
                  to such Member's share of the net decrease in Member Minimum
                  Gain attributable to such Member Nonrecourse Debt, determined
                  in accordance with Regulations Section 1.704-2(i)(5).
                  Allocations pursuant to the previous sentence shall be made in
                  proportion to the respective amounts required to be allocated
                  to each Member pursuant thereto. The items to be so allocated
                  shall be determined in accordance with Regulations Section
                  1.704-2(i)(4). This Section 5.B is intended to comply with the
                  minimum gain chargeback requirement in Regulations Section
                  1.704 - 2(i)(4) and shall be interpreted consistently
                  therewith.

         C.       Qualified Income Offset.  In the event any Member
                  unexpectedly receives any  adjustments, allocations or
                  distributions described in Regulations Sections 1.704-
                  l(b)(2)(ii)(d)(4), l.704-1(b)(2)(ii)(d)(5), or
                  1.704-l(b)(2)(ii)(d)(6), and after giving effect to the
                  allocations required under Sections 5.A and 5.B hereof, such
                  Member has an Adjusted Capital Account Deficit, items of
                  Company income and gain (consisting of a pro rata portion of
                  each item of Company income, including gross income and gain
                  for the Company Year) shall be specifically allocated to such
                  Member in an amount and manner sufficient to eliminate, to the
                  extent required by the Regulations, its Adjusted Capital
                  Account Deficit created by such adjustments, allocations or
                  distributions as quickly as possible.

         D.       Nonrecourse Deductions.  Nonrecourse Deductions for
                  any Company Year shall  be allocated to the Members in
                  accordance with their respective Percentage
                  Interests.  If the Operating Member determines in its
                  good faith discretion that the  Company's Nonrecourse
                  Deductions must be allocated in a different ratio to
                  satisfy the safe harbor requirements of the
                  Regulations promulgated under Section  704(b) of the
                  Code, the Operating Member is authorized, upon notice
                  to the other Members, to revise the prescribed ratio
                  to the numerically closest ratio for such  Company
                  Year which would satisfy such requirements.

         E.       Member Nonrecourse Deductions. Any Member Nonrecourse
                  Deductions for any Company Year shall be specially allocated
                  to the Member who bears the economic risk of loss with respect
                  to the Member Nonrecourse Debt to which such Member
                  Nonrecourse Deductions are attributable, in accordance with
                  Regulations Section 1.704-2(i).

         F.       Code Section 754 Adjustments.  To the extent an
                  adjustment to the adjusted tax  basis of any Company
                  asset pursuant to Section 734(b) or 743(b) of the Code
                  is  required, pursuant to Regulations Section
                  1.704-l(b)(2)(iv)(m), to be taken into  account in
                  determining Capital Accounts, the amount of such
                  adjustment to the  Capital Accounts shall be treated
                  as an item of gain (if the adjustment increases  the
                  basis of the asset) or loss (if the adjustment
                  decreases such basis), and such  item of gain or loss
                  shall be specially allocated to the Members in a
                  manner  consistent with the manner in which their
                  Capital Accounts are required to be  adjusted pursuant
                  to such Section of the Regulations.

6.       Allocations for Tax Purposes

         A.       Except as otherwise provided in this Section 6, for federal
                  income tax purposes, each item of income, gain, loss and
                  deduction shall be allocated among the Members in the same
                  manner as its correlative item of "book" income, gain, loss or
                  deduction is allocated pursuant to Section 6.1 or 6.2 of the
                  Agreement and/or
                   Section 5 of this Exhibit B.

         B.       In an attempt to eliminate Book-Tax Disparities attributable
                  to a Contributed Property or Adjusted Property, items of
                  income, gain, loss, and deduction attributable to a
                  Contributed Property or an Adjusted Property shall be
                  allocated for federal income tax purposes among the Members as
                  follows:

                  (1)      (a)      In the case of a Contributed Property, such
                                    items attributable  thereto shall be
                                    allocated among the Members consistent with
                                    the  principles of Section 704(c) of the
                                    Code to take into account the  variation
                                    between the 704(c) Value of such property
                                    and its  adjusted basis at the time of
                                    contribution; and

                           (b)      any item of Residual Gain or Residual Loss
                                    attributable to a Contributed Property shall
                                    be allocated among the Members in the same
                                    manner as its correlative item of "book"
                                    gain or loss is allocated pursuant to
                                    Section 6.1 or 6.2 of the Agreement and/or
                                    Section 5 of this Exhibit B.

                   (2)     (a)      In the case of an Adjusted Property, such
                                    items shall

                                    (i)    first, be allocated among the Members
                                           in a manner  consistent with the
                                           principles of Section 704(c) of the
                                           Code to take into account the
                                           Unrealized Gain or Unrealized Loss
                                           attributable to such property and the
                                           allocations thereof  pursuant to
                                           Section 2 of this Exhibit B, and

                                    (ii)   second, in the event such property
                                           was originally a Contributed
                                           Property, be allocated among the
                                           Members in a manner consistent with
                                           Section 6.B (1)(a) of this Exhibit
                                           B; and

                           (b)      any item of Residual Gain or Residual Loss
                                    attributable to an  Adjusted Property shall
                                    be allocated among the Members in the  same
                                    manner its correlative item of "book" gain
                                    or loss is allocated  pursuant to
                                    Section 6.1 or 6.2 of the Agreement and/or
                                    Section 5 of this Exhibit B.

                  (3)       all other items of income, gain, loss and deduction
                            shall be allocated among the Members in the same
                            manner as their correlative item of "book" gain or
                            loss is allocated pursuant to Section 6.1 or 6.2 of
                            the Agreement and/or Section 5 of the Exhibit B.

         C.       To the extent Treasury Regulations promulgated
                  pursuant to Section 704(c) of the  Code permit the
                  utilization of alternative methods to eliminate the
                  disparity  between the agreed value of property and
                  its adjusted basis, the Operating  Member shall have
                  the authority to elect the method to be used by the
                  Company  and such election shall be binding on all
                  Members.

<PAGE>

                                    EXHIBIT C

                    Adjusted Percentage Interest Calculation

       Assume that on the Percentage Interest Adjustment Date Member A has
contributed $10 million to the Company and Member B has contributed $6 million
to the Company. Member A's percentage of the total contribution is

                      $10 million          =        .625 (62.5%)
                      $16 million

and the percentage of the total contributions of Member B is

                       $6 million          =        .375 (37.5%)
                      $16 million

As a result, 37.5% shall be Member B's Adjusted Percentage Interest.  Member
A's Adjusted  Percentage Interest shall be 62.5%.

<PAGE>

                                    EXHIBIT D

                        Form of Subordinated Member Note


$_____________ (Maximum)                               Date: ______________


          For value received, the undersigned ______________________, a
___________ ("______"), promises to pay to ____________________, a ____________
("_______"), having a business address of ________________________, the
principal sum of up to ____________ ($________) together, with interest thereon
at __%.

          Demand may be made by _____ for the payment of all or any portion
hereof upon five (5) days' prior written notice to ____ given at any time after
_______, 199__ [Date to follow commencement of Construction Period].

          Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived by the undersigned and any and all others who may at
any time become liable for the payment of all or any part of this obligation.

          No delay or omission on the part of the holder hereof in the exercise
of any right or remedy shall operate as a waiver, thereof, and no single or
partial exercise by the holder hereof of any right or remedy shall preclude
other or further exercise thereof or of any other right or remedy.

          If payment of this Note or any portion thereof shall not be made as
provided for herein, and any action is brought to enforce collection thereof,
the undersigned agrees to pay a reasonable sum as attorneys' fees and costs in
such action.

          IN WITNESS WHEREOF, ___ has caused this Note to be executed by its
duly authorized officers.


                                   By:________________________
                                   Printed:_____________________
                                   Its:_________________________