Exhibit 10.10


             SIMON/CHELSEA ORLANDO DEVELOPMENT LIMITED PARTNERSHIP
                          LIMITED PARTNERSHIP AGREEMENT


          THIS LIMITED PARTNERSHIP AGREEMENT, executed as of January 22, 1999,
(the "Partnership Agreement" or this "Agreement"), is made between and among S/C
ORLANDO DEVELOPMENT LLC, a Delaware limited liability company ("S/C Orlando"),
as a General Partner, CHELSEA GCA REALTY PARTNERSHIP, L.P. , a Delaware limited
partnership ("Chelsea"), as a Limited Partner, and SIMON PROPERTY GROUP
(FLORIDA), L.P., a Delaware limited partnership ("Simon"), as a Limited Partner.


                                    RECITALS:

          R-1. The parties hereto hereby form Simon/Chelsea Orlando Development
Limited Partnership (the "Partnership") as a Florida limited partnership to
acquire, own, develop, finance, manage and lease certain real property located
in Orange County, Florida, consisting of approximately 70 acres (the "Land") as
more fully described in EXHIBIT B hereto.

          R-2. The Partnership intends to develop on the Land a manufacturers
outlet shopping center, consisting of approximately 432,000 gross leasable
square feet of retail space.

          R-3. The parties hereto desire to execute this Agreement to govern the
affairs of the Partnership and set forth their rights, obligations and
understandings with respect to the Partnership.


                            ARTICLE 1 - DEFINED TERMS

          Capitalized terms used herein without further definition, and
variations thereof, have the meaning set forth below unless the context
otherwise clearly requires:

          1.1 ACT. The Florida Revised Uniform Limited Partnership Act, as the
same may be amended from time to time.

          1.2 ADJUSTED PERCENTAGE INTEREST. The aggregate percentage interest(s)
in the Partnership owned by each Partner after the calculation made pursuant to
SECTION 6.4.

          1.3 AFFILIATE. A Chelsea or 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"(including, with correlative meaning, the terms "controlled by" and
"under common control with"), 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. For all
purposes of this Agreement, Chelsea GCA Operating Corp., or any similarly
structured services corporation, shall be deemed to be an Affiliate of Chelsea,
and M.S. Management and SPG Realty Consultants, L.P., or any similarly
structured services corporation, shall be deemed to be an Affiliate of Simon.

          1.4 AGREEMENT. This Limited Partnership Agreement, and EXHIBIT A
hereto and all amendments hereto. Words such as "herein," "hereinafter,"
"hereof," "hereto," "hereby" and "hereunder" when used with reference to this
Agreement, refer to this Agreement as a whole, including those terms which are
included by reference, unless the context otherwise requires.

          1.5 APPROVED OR APPROVED BY THE GENERAL PARTNER or APPROVAL OF THE
GENERAL PARTNER shall mean Approval as defined in the General Partnership
Agreement.

          1.6 BANKRUPTCY. As to a referenced Person:

               A. Its filing a petition commencing a case as a debtor under the
          Federal Bankruptcy Code or a similar provision of State law
          (collectively, as now or in the future amended, the "Bankruptcy
          Code");

               B. The commencement of an involuntary case against it under the
          Bankruptcy Code and the earlier of (A) the entry of an order for
          relief, or (B) the appointment of an interim trustee to take
          possession of its estate and/or to operate any of its business;

               C. Its making a general assignment for the benefit of its
          creditors;

               D. Its consenting to the appointment of a receiver for all or a
          substantial part of its property;

               E. The entry of a court order appointing a receiver or trustee 
          for all or a substantial part of its property; or

               F. The assumption of custody or sequestration by a court of
          competent jurisdiction of all or substantially all of its property.

          1.7. BONA FIDE OFFER.  As defined in Section 11.3 hereof.

          1.8 BUDGETS shall mean the following budgets of the Partnership from 
time to time:

               A. Development Budget. The budget of Total Project Costs 
          estimated to be incurred with respect to the Project including, 
          without limitation, that portion of Total Project Costs included in 
          the Pre-Construction Budget which shall be Approved by the General 
          Partner by written resolution, subject to revision from time to time 
          by Approval of the General Partner ; and

               B. Operating Budget. The annual budgets of the Partnership for 
          the Project which shall be Approved by the General Partner 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 the Project and the Partnership for such
          Fiscal Year and (B) an estimate of all capital replacements,
          substitutions and/or additions to the Project, or any component
          thereof, which are to be accomplished during such Fiscal Year; and

               C. Pre-Construction Budget. The budget of costs and expenses
          estimated to be incurred with respect to the Project during the
          Pre-Construction Period which shall be Approved by the General Partner
          by written resolution, subject to revision from time to time by
          Approval of the General Partner .

          1.9 BUSINESS DAY. Any day on which commercial banks located in New
York City are not authorized to close and which is not a Saturday or a Sunday.
In the event any act is required by this Agreement to be taken or to occur on a
specified date and the specified date is not a Business Day, performance of such
act shall be deemed timely if it is taken or occurs on the first Business Day
following the specified date.

          1.10 CAPITAL ACCOUNT. With respect to each Partner, the separate
"book" account maintained by the Partnership for such Partner established and
adjusted in accordance with Section 6.9 hereof.

          1.11 CAPITAL CONTRIBUTION. The total amount of cash and the Carrying
Value of any other assets contributed (or deemed contributed under Regulation
Section 1.704-1(b)(2)(iv)(d)) to the capital of the Partnership by a Partner,
net of liabilities assumed by the Partnership or to which such assets are
subject.

          1.12 CAPITAL CONTRIBUTION BALANCE. As to each Partner, the amount of
the aggregate capital contributions made by such Partner from time to time,
reduced by all cash distributions to such Partners 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 Partnership
made by such Partners.

          1.13 CARRYING VALUE. With respect to any Partnership asset, the
asset's adjusted basis for federal income tax purposes, except as follows:

               A. The initial Carrying Value of any asset contributed (or deemed
          contributed) to the capital of the Partnership shall be such asset's
          gross fair market value at the time of such contribution, as
          determined by the General Partner or otherwise specifically agreed to
          between the Partnership and the Partner making (or deemed to make)
          such contribution;

               B. The Carrying Value of each Partnership asset shall be adjusted
          to equal its respective gross fair market value as of the following
          times: (A) the acquisition of an additional Partnership Interest by
          any new or existing Partner in exchange for more than a DE MINIMIS
          Capital Contribution; (B) the distribution by the Partnership to a
          Partner of more than a DE MINIMIS amount of Partnership Property other
          than money, unless all Partners receive simultaneous distributions of
          undivided interests in the distributed Partnership Property in
          proportion to their Partnership Interests; and (C) such other times as
          required under applicable Regulations;

               C. The Carrying Value of each Partnership asset shall be
          increased (or decreased) to reflect any adjustments to the adjusted
          basis of such asset pursuant to Code Section 734(b) or Code Section
          743(b), but only to the extent that such adjustments are taken into
          account in determining Capital Accounts pursuant to Treasury
          Regulations Section l.704-l(b)(2)(iv)(m) and Section 1.44 and Section
          6.9 below hereof; provided, however, that the Carrying Value shall not
          be adjusted pursuant to this clause (iii) to the extent an adjustment
          is made pursuant to clause (ii) above in connection with a transaction
          that would otherwise result in an adjustment pursuant to this clause
          (iii); and

               D. If the Carrying Value of an asset has been determined pursuant
          to clause (i), (ii) or (iii) above, such Carrying Value shall
          thereafter be adjusted in the same manner as the asset's adjusted
          basis for federal income tax purposes except that Depreciation
          deductions shall be computed based upon the Carrying Values of the
          Partnership's assets rather than upon the assets' adjusted bases for
          federal income tax purposes.

          1.14 CERTIFICATE. The Certificate of Limited Partnership of the
Partnership filed with the Office of the Secretary of State of the State of
Florida on January 22, 1999, as such Certificate may be amended and in effect
from time to time.

          1.15 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 the Percentage
Interest of any Chelsea Affiliate, other than a Transfer permitted pursuant to
SECTION 11.2 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 GCA Realty Partnership, L.P. ("Chelsea") or Chelsea GCA Realty, Inc.
("Chelsea Inc.") in which (x) Chelsea or Chelsea Inc. or a Chelsea Affiliate is
not the surviving entity and/or (y) a majority of the directors, and officers of
the surviving entity have not been nominated and appointed by Chelsea or
Chelsea, Inc.; 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 11.2 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 Property Group, L.P.
("Simon") or its general partner, Simon Property Group, Inc. ("Simon Inc.")
and/or SD Property Group, Inc. ("SD Inc.") and/or SPG Properties Inc. ("SPG") in
which (x) Simon or Simon Inc., or SD Inc. or SPG or a Simon Affiliate is not the
surviving and/or controlling entity and/or (y) a majority of the directors and
officer of the surviving entity have not been nominated and appointed by Simon,
Simon, Inc., SD Inc. or SPG.

          1.16 CHELSEA. Chelsea GCA Realty Partnership, L.P., a Delaware limited
partnership, which is a Limited Partner hereunder.

          1.17 INTENTIONALLY DELETED.

          1.18 CODE. The Internal Revenue Code of 1986, as amended from time to
time.

          1.19 CONSENT. The prior written consent or approval of a Partner to do
the act or thing for which the consent or approval is solicited, or the act of
granting such consent or approval, as the context may require. Except as
expressly provided otherwise herein, reference to a requirement for the Consent
of a Partner shall require the commercially reasonable judgment of such Partner
in light of the facts and circumstances rather than the unfettered discretionary
decision of such Partner.

          1.20 CONSTRUCTION LENDER. Collectively, the lender which provides the
Construction Loan and any co-agents, co-lenders and/or participants in such
loan.

          1.21 CONSTRUCTION LOAN. The construction loan to be obtained by the
Partnership for the purpose of financing a portion of the construction of the
Project.

          1.22 INTENTIONALLY DELETED.

          1.23 CONSTRUCTION PERIOD shall mean the period commencing upon the
earliest to occur of (i) the date of closing of a third-party Construction Loan
or (ii) the actual start of construction of the site work or 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.

          1.24 DEBT SERVICE. Principal, interest and other payments of every
kind on or in connection with any outstanding indebtedness of the Partnership.

          1.25 DEPRECIATION. For each fiscal year of the Partnership or other
period, an amount equal to the depreciation, amortization or other cost recovery
deduction allowable with respect to an asset for such year or other period,
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 or other period bears to such beginning
adjusted tax basis.

          1.26 DEVELOPMENT AGREEMENT. The Development Agreement to be entered
into by and between the Partnership and an Affiliate(s) of the General Partner
covering the development and construction of the Project.

          1.27 DOLLARS OR $. Lawful money of the United States of America.

          1.28 EXCESS NEGATIVE BALANCE. As to any Partner, the excess, if any,
of (i) the negative balance in a Partner's Capital Account (determined before
taking into account any Capital Account adjustments for the Partnership taxable
year during which the determination is made) after reducing such balance by the
net adjustments, allocations and distributions described in Regulation Sections
1.704-1(b)(2)(ii)(d)(4), (5) and (6) which, as of the end the Partnership's
taxable year are reasonably expected to be made to such Partner, over (ii) the
sum of (A) the amount, if any, which the Partner is required to restore to the
Partnership upon liquidation of such Partner's Partnership Interest (or which is
so treated pursuant to Regulation Section 1.704-1(b)(2)(ii)(c)), (B) the
Partner's share (as determined under Regulation Section 1.704-2(g)(1)) of the
Minimum Gain computed solely with respect to Nonrecourse Debt other than Partner
Nonrecourse Debt, and (C) the Partner's share (as determined under Regulation
Section 1.704-2(i)(5)) of the Partner Minimum Gain computed solely with respect
to any Partner Nonrecourse Debt.

          1.29 FISCAL YEAR. The twelve month period ending December 31 of each
year; provided that the first Fiscal Year shall be the period beginning on the
date the Partnership is formed and ending on December 31, 1999, 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 Partnership 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).

          1.30 FUNDING MEMBER. Shall have the meaning set forth in Section 6.4
hereof.

          1.31 GENERAL PARTNER. S/C Orlando and any other Person who becomes a
successor or additional General Partner of the Partnership pursuant to the terms
of this Agreement, and who is a General Partner at the time of reference
thereto.

          1.32 GENERAL PARTNER AGREEMENT. The Limited Liability Company
Agreement as of December 23, 1998 between Simon Property Group, L.P. and Chelsea
GCA Realty Partnership, L.P. as members.

          1.33 INDEPENDENT ACCOUNTANTS shall mean Ernst & Young or other
nationally recognized accounting firm designated pursuant to this Agreement.

          1.34 INITIAL PERCENTAGE INTEREST. The aggregate initial percentage
interest(s) in the Partnership owned by each Partner as set forth in SECTION 5.

          1.35 LAND. As defined in Recital R-1 hereof.

          1.36 LAND PARCELS. Those parcels of Land owned by the Partnership and
(i) designated for sale or ground lease as described in the Development Budget
or (ii) which are hereafter designated as Land Parcels by the General Partner.

          1.37 LIMITED PARTNER. Any Partner who is designated as a Limited
Partner on EXHIBIT A to this Agreement at the time of reference thereto, in such
Partner's capacity as a Limited Partner of the Partnership, including
substituted Limited Partners admitted in accordance with the terms of this
Agreement.

          1.38 MAJOR CAPITAL EVENT. Any of the following: (1) the sale of any of
the real property (other than Land Parcels during the term of the Construction
Loan) or any material item of the personal property of the Partnership,
including without limitation, all or any part of the Land (other than Land
Parcels during the term of the Construction Loan) and/or the Project; (2) the
condemnation of all or any part of (i) the Project or the use thereof, or (ii)
the Land or the use thereof, or (iii) purchases or processes in lieu thereof,
except for temporary easements and the like; (3) receipt of net recoveries of
damage awards and insurance proceeds (other than rental interruption insurance
proceeds); or (4) receipt of the net proceeds (net of reserves reasonably
determined by the General Partner) from any mortgages on Partnership Property or
any other loans or borrowings of the Partnership, including without limitation,
loans from any Partner. The sale of Land Parcels during the term of the
Construction Loan and the distribution of Proceeds from such sale is
specifically addressed in Section 7.6 hereof.

          1.39 MAJOR DECISION. As defined in Section 9.1(c) hereof.

          1.40 MANAGEMENT AGREEMENT. The Management Agreement to be entered into
by and between the Partnership and an Affiliate or Affiliates of the General
Partner, in the form to be Approved by the General Partner.

          1.41 MINIMUM GAIN. The meaning set forth in Regulation Section
1.704-2(d). Minimum Gain shall be computed separately for each Partner in a
manner consistent with the Regulations under Code Section 704(b).

          1.42 NEGATIVE CAPITAL ACCOUNT. A Capital Account with a balance of
less than zero.

          1.43 NET ORDINARY CASH FLOW. With respect to a particular Fiscal Year,
all net income less expenses of the Partnership determined in accordance with
generally accepted accounting principles for such fiscal year (except net income
arising from a Major Capital Event) and shall be determined by adjusting such
net income and expenses as follows:

               A. Depreciation of buildings, improvements and personal property
          shall not be considered an expense.

               B. Amortization of any financing or refinancing fee, organization
          cost, leasing fee, capitalized interest, start-up expense or other
          capital-type item shall not be considered an expense.

               C. Amortization or other payment of the principal of any mortgage
          or other loan or indebtedness of the Partnership shall be considered
          an expense. To the extent that proceeds from a Major Capital Event or
          from the sale of any Land Parcel are used to pay any such loan, the
          amount of such payments shall not be treated as an expense for
          purposes hereof.

               D. After the Completion of the Project, annual contributions, in
          accordance with the Approved Budget, shall be made to fund reasonable
          reserves as determined by the General Partner, to provide for working
          capital needs, funds for releasing costs, capital improvements or
          replacements and for any other contingencies of the Partnership. Said
          annual contributions to reserves shall be held in a separate interest
          bearing reserve account, established in the name of the Partnership
          and under the control of the General Partner. The contributions to
          such reserves shall be considered as expenses. Any expense paid for by
          funds in such reserves shall not be considered an expense. Interest on
          such reserves shall be credited to reserves, but shall not be
          considered income for purposes of this definition of Net Ordinary Cash
          Flow.

               E. Accruals for free or stepped rent shall not be considered as
          income and the related amortized amounts shall not be considered as
          expenses.

               F. Any amounts paid by the Partnership for the acquisition of
          Partnership Property, re-leasing costs, expansion costs and/or for
          capital improvements and/or replacements shall be considered as
          expenses, except to the extent the same are financed through proceeds
          from a Major Capital Event, the sale of any Land Parcel, Capital
          Contributions, or funds in reserves expensed in the current or
          previous fiscal years. Any item that would otherwise be an expense
          shall not be considered an expense if it is paid from proceeds from a
          Major Capital Event or Capital Contributions.

               G. Net Ordinary Cash Flow shall also be deemed to include any
          other funds available at any time and from any source (other than
          Major Capital Events) including without limitation, amounts previously
          set aside as reserves and expensed in the current or previous fiscal
          years, determined by the General Partner to be no longer reasonably
          necessary for the efficient conduct of the business of the
          Partnership.

          1.44 NET PROFITS AND NET LOSSES. The taxable income or loss, as the
case may be, for a period (or from a transaction) as determined in accordance
with Code Section 703(a) (for this purpose, all items of income, gain, loss, or
deduction required to be separately stated pursuant to Code Section 703(a)(1)
shall be included in taxable income or loss) computed with the following
adjustments (without duplication):

               A. Items of gain, loss and deduction (including Depreciation)
          shall be computed based upon the Carrying Values of the Partnership
          assets rather than upon the assets' adjusted bases for federal income
          tax purposes;

               B. Any tax-exempt income received by the Partnership shall be
          included as an item of gross income;

               C. The amount of any adjustments to the Carrying Values of any
          Partnership assets pursuant to Code Section 734 as provided in Section
          1.13(B) or 1.13(C) shall be taken into account but any adjustment
          pursuant Code Section 743 shall not be taken into account; and

               D. Any expenditure of the Partnership described in Code Section
          705(a)(2)(B) (including any expenditures treated as being described in
          Code Section 705(a)(2)(B) pursuant to the Regulations) shall be
          treated as deductible expense.

               E. Nothwithstanding any other provision of this definition, any
          items which are specifically allocated pursuant to Section 7.2 shall
          not be taken into account in computing Net Profits or Net Losses.

          1.45 NONRECOURSE DEBT. has the meaning set forth in Section
1.704-2(b)(3) of the Regulations.

          1.46 NONRECOURSE DEDUCTIONS has the meaning set forth in Section
1.704(b)(1) of the Regulations.

          1.47 NON-CONTRIBUTING MEMBER shall have the meaning specified in
SECTION 6.4(B)(I).

          1.48 NON-FUNDING MEMBER shall have the meaning specified in SECTION
6.4(A).

          1.49 NOTICE. A writing containing the information required by this
Agreement to be communicated to any Person, sent by registered or certified
mall, postage prepaid, or given by personal delivery, or sent by confirmed air
courier to such Person at the last known address of such Person, or by
facsimile, the date of registry thereof or the date of the certification of
receipt therefor as evidenced by postal, facsimile or air courier records or the
date of personal delivery (or refusal thereof during normal business hours)
being deemed the date of receipt of Notice; provided, however, that any
communication sent to such Person and actually received by such a Person shall
constitute Notice for all purposes of this Agreement; and provided, further,
that any Notice required to be given by the General Partner pursuant to the
first (1st) sentence of Section 6.3 herein may be given either in writing or
orally.

          1.50 OPERATING BUDGET shall have the meaning specified in Section 1.8
(B) above.

          1.51 OPERATING EXPENSES shall mean all expenditures of any kind made
with respect to the operations of the Partnership in the normal course of
business including, but not limited to, debt service (principal and interest)
payable on indebtedness of the Partnership, 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 Partnership, and capital expenditures and
investments in other assets. Such expenses shall be determined on an accrual
basis and shall not include any non-cash items such as depreciation or
amortization

          1.52 PARTIALLY ADJUSTED CAPITAL ACCOUNT. With respect to any Partner
for any taxable year or other period, the Capital Account balance of such
Partner at the beginning of such period, adjusted as set forth in the definition
of Capital Account for all contributions and distributions during such period
and all special allocations pursuant to Section 7.2 respect to such period but
before giving effect to any allocation pursuant to Section 7.1 respect to such
period.

          1.53 PARTNER. Any General Partner or Limited Partner.

          1.54 INTENTIONALLY DELETED.

          1.55 PARTNER MINIMUM GAIN. An amount, with respect to each Partner
Nonrecourse Debt, equal to the Minimum Gain that would result if such Partner
Nonrecourse Debt were treated as a Nonrecourse Debt, determined in accordance
with Regulation Section 1.704-(2)(i)(3).

          1.56 PARTNER NONRECOURSE DEDUCTIONS has the meaning set forth in
Section 1.704-2(i)(1) and 1.704-2(i)(2)of the Regulations.

          1.57 PARTNER NONRECOURSE DEBT. Any indebtedness of the Partnership
that is a "partner nonrecourse debt" with the meaning of Regulation Section
1.704-2(b)(4).

          1.58 PARTNERSHIP MINIMUM GAIN has the meaning set forth in Regulations
Sections 1.704-2(b)(2) and 1.704-2(d).

          1.59 PARTNERSHIP. The limited partnership herein formed as
Simon/Chelsea Orlando Development L.P., as said Partnership may from time to
time be constituted.

          1.60 PARTNERSHIP INTEREST. The entire ownership interest (which may be
expressed as a percentage) of a Partner in the Partnership at any particular
time, including the right of such Partner to any and all benefits to which a
Partner may be entitled pursuant to this Agreement and under the Act, together
with all obligations of such Partner to comply with the terms and provisions of
this Agreement and the Act. The percentage of Partnership Interest of each
Partner is set forth on EXHIBIT A hereto, as the same may be amended from time
to time. Whenever any reference is made herein to "Partnership Interest" in the
context of an allocation or other similar determination being made PRO RATA, in
proportion to or in accordance with the Partners' respective Partnership
Interests, such references shall mean and refer to the then-applicable
percentage of Partnership Interest of each Partner.

          1.61 PARTNERSHIP PROPERTY. All real and personal property now owned or
hereafter acquired by the Partnership and any and all improvements thereto, and
shall include the Land, all Land Parcels, the Project and both tangible and
intangible property.

          1.62 PERCENTAGE INTEREST shall mean the Initial Percentage Interest or
Adjusted Percentage Interest, as the case may be.

          1.63 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 6.4(A) hereof.

          1.64 PERMANENT LOAN. The financing to be obtained by the Partnership
to replace the Construction Loan, which Permanent Loan shall satisfy the
parameters approved by the General Partner.

          1.65 PERSON. An individual, partnership, firm, corporation, trust,
estate or other entity.

          1.66 PLANS. The plans and specifications for the Project which have
been approved by the General Partner pursuant to the General Partnership
Agreement and all amendments thereto.

          1.67 POSITIVE CAPITAL ACCOUNT. A Capital Account with a balance
greater than zero.

          1.68 PRIME OR PRIME RATE. The prime rate as the same may be published
and modified from time to time in THE WALL STREET JOURNAL. If at any time there
is more than one such published prime rate, the average of the range of the
prime rates shall be used.

          1.69 PROCEEDS. All net proceeds from sales by the Partnership of Land
Parcels (after making any amortization payments required pursuant to the terms
of the Construction Loan) which sales occur prior to the closing of the
Permanent Loan.

          1.70 PROJECT. The Land, all infrastructure necessary or appropriate in
connection with the development of such Land and the manufacturers outlet
shopping center constructed thereon and all equipment and personal property
necessary or desirable for the operation of such shopping center. The Partners
contemplate that the manufacturer's outlet shopping mall will be developed in
one phase. At the option of the General Partner, any Land not needed for the
development of the manufacturers outlet center may be designated as Land Parcels
and sold or leased.

          1.71 PROJECT COMPLETION DATE. The date upon which the Project has been
substantially completed in accordance with the Plans, as certified by the
Project's architect.

          1.72 REGULATIONS. The income tax regulations, including any temporary
regulations, from time to time promulgated under the Code, as such regulations
are amended from time to time.

          1.73 S/C ORLANDO. S/C Orlando Development LLC a Delaware limited
liability company, which is the General Partner hereunder. The Chelsea Member
and the Simon Member constitute all of the members of S/C Orlando.

          1.74 SIMON. Simon Property Group, L.P., a Delaware limited
partnership, which is a Limited Partner hereunder.

          1.75 SIMON, INC. Simon Property Group, Inc., a Delaware corporation.

          1.76 TARGET CAPITAL ACCOUNT. With respect to any Partner for any
taxable year or other period an amount (which may be either a positive or
negative balance) equal to the difference between (i) the hypothetical
distribution (if any) such Partner would receive if all Partnership assets,
including cash, were sold for cash equal to their Carrying Value (taking into
account any adjustments to Carrying Value for such period), all Partnership
liabilities were satisfied in cash according to their terms limited, with
respect to each nonrecourse liability of the Partnership, to the Carrying Value
of the assets securing such liability), and the net proceeds of such sale to the
Partnership (after satisfaction of said liabilities) were distributed in full
pursuant to Section 7.8 on the last day of such period minus (ii) the sum of (A)
such Partner's share of Minimum Gain and Partner Minimum Gain, determined as
provided in Section 7.2 immediately prior to such deemed sale, plus (B) the
amount, if any, which such Partner is obligated to contribute to the capital of
the Partnership pursuant to Article 6 as of the last day of such period (but
only to the extent such Capital Contribution obligation has not been taken into
account in determining such Partner's share of Partner Minimum Gain).

          1.77 TAX MATTERS PARTNER OR TMP. The General Partner.

          1.78 TOTAL PROJECT COSTS. All costs which have been or are estimated
to be incurred by the Partnership 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 in the Development Budget. Total Project
Costs shall include the Development and Leasing Fees referenced in the
Development Agreement.

          1.79 UNRETURNED CAPITAL CONTRIBUTIONS ACCOUNT. As to any Partner, an
account maintained for internal bookkeeping purposes by the Partnership for each
Partner, which account, as of any date, except as expressly provided herein,
shall equal the sum of all Capital Contributions by such Partner pursuant to
Sections 6.1, 6.2 and, as indicated therein, 6.4 and 6.5 hereof reduced (but not
below zero) by all Partnership distributions to such Partner pursuant to Section
7.8 hereof.


             ARTICLE 2 - FORMATION AND NAME; FILINGS; ASSUMED NAMES

          2.1 FORMATION AND NAME. The Partners hereby form the Partnership,
under the name Simon/Chelsea Orlando Development Limited Partnership, as a
limited partnership pursuant to the provisions of the Act and this Agreement.
The General Partner shall have the right to change the name of the Partnership,
provided that it shall thereafter promptly send Notice to each Limited Partner
of the name adopted by the Partnership.

          2.2 FILINGS. The General Partner shall do all other acts and things
requisite to perfect and maintain the Partnership as a limited partnership under
the Act and under the laws of all other jurisdictions in which the Partnership
may elect to do business, including filing the Certificate (or an amendment
thereto) with the Secretary of State of the State of Florida and qualifying the
Partnership as a foreign limited partnership in any jurisdiction in which such
filing may be required, as determined by the General Partner.

          2.3 ASSUMED NAMES. The business of the Partnership shall be conducted
under its name designated above or under such variations of this name as the
General Partner deems appropriate to comply with the laws of any state in which
the Partnership does business, or under any assumed or fictitious name the
General Partner deems appropriate for that purpose. The General Partner shall
execute and file in the proper offices such certificates as may be required by
any assumed or fictitious name act or similar law in effect in the states,
counties and other governmental jurisdictions in which the Partnership may elect
to conduct its business. The General Partner shall be required promptly to send
Notice to each Partner of any assumed or fictitious name which the Partnership
elects to use.

        ARTICLE 3 - PRINCIPAL OFFICE; ADDITIONAL OFFICES; RESIDENT AGENT

          3.1 PRINCIPAL OFFICE; PLACE OF BUSINESS. The principal office of the
Partnership (at which all Partnership records required by the Act shall be kept)
shall be located at 103 Eisenhower Parkway, Roseland, New Jersey 07068. All
correspondence shall be sent to the General Partner at such office. The General
Partner, in its sole discretion, is authorized to change or relocate the
principal office of the Partnership provided the General Partner gives prompt
Notice to all partners of such change or relocation. The Partnership shall have
such other or additional offices as the General Partner, in its sole discretion,
shall deem advisable.

          3.2 RESIDENT AGENT. The name and address of the Partnership's resident
agent in the State of Florida is CT Corporation System, 1200 South Pine Island
Road, Plantation, FL 33324. The General Partner shall have the right to change
the resident agent of the Partnership at any time in compliance with the Act and
the laws of all other jurisdictions in which the Partnership may elect to
conduct business.

                       ARTICLE 4 - BUSINESS OF PARTNERSHIP

BUSINESS AND PURPOSE OF PARTNERSHIP. The business and purposes of the
Partnership shall consist of (i) acquiring and owning the Land; (ii) owning,
developing, constructing and operating the Project on the Land as an investment
and for income producing purposes and developing, mortgaging, managing,
operating, leasing, refinancing and, if necessary or appropriate, selling the
Land and/or the Project or any part thereof; (iii) selling Land Parcels and/or
developing such other projects on the Land as the General Partner deems
appropriate and prudent; (iv) investing excess funds of the Partnership as the
General Partner deems appropriate and prudent; and (v) carrying on any and all
activities related thereto (all of which enterprises and activities may be
carried on either by the Partnership in its own name or a trading name or by or
through such agents, employees and/or independent contractors and in such
name(s) as the General Partner may determine to be in the best interests of the
Partnership).


          ARTICLE 5 - PARTNERS AND PERCENTAGES OF PARTNERSHIP INTEREST

PARTNERS; PERCENTAGE INTERESTS. The name, address and Percentage Interest of
each Partner is shown on the attached EXHIBIT A (subject to adjustment in
accordance with Section 6.4 hereof). To the extent substitute Partners are
admitted to the Partnership, or Percentage Interests change, all in accordance
with the terms hereof, this Agreement and EXHIBIT A hereto shall be deemed to be
automatically amended to reflect the admission or substitution or change of
Percentage Interest of such Partners whether or not the actual physical change
has been made. Unless the context clearly indicates otherwise, (i) the terms
"Partner" and "Partners" shall include the General Partner and the Limited
Partners, and (ii) the terms "Partnership Interest" and "Partnership Interests"
shall include both the General Partner Partnership Interests and Limited Partner
Partnership Interests.


                      ARTICLE 6 - CAPITALIZATION AND LOANS

      6.1  INITIAL CAPITAL CONTRIBUTIONS AND INTERESTS.

               A. S/C Orlando Interest. On the date of this Agreement, S/C
          Orlando shall own, in the aggregate, a one-half of one percent (.5%)
          Partnership Interest (subject to adjustment pursuant to Section 6.4
          hereof). S/C Orlando shall initially contribute One Hundred Twelve
          Thousand Five Hundred Dollars ($112,500.00) to the capital of the
          Partnership; such capital contribution has been fully funded.

               B. Chelsea's Capital Contributions and Interest. On the date of
          this Agreement, Chelsea shall own, in the aggregate, a forty-nine and
          three-quarters percent (49.75%) Partnership Interest (subject to
          adjustment pursuant to Section 6.4 hereof). Chelsea shall initially
          contribute up to Eleven Million One Hundred Ninety Three Thousand
          Seven Hundred Fifty Dollars ($11,193,750.00) to the capital of the
          Partnership. Chelsea's Capital Contribution shall be made in the
          manner set forth in Section 6.3 below.

               C. Simon's Capital Contributions and Interest. On the date of
          this Agreement, Simon shall own, in the aggregate, a forty-nine and
          three quarters percent (49.75%) Partnership Interest (subject to
          adjustment pursuant to Section 6.4 hereof). Simon shall initially
          contribute up to Eleven Million One Hundred Ninety Three Thousand
          Seven Hundred Fifty Dollars ($11,193,750.00) to the capital of the
          Partnership. Simon's Capital Contribution shall be made in the manner
          set forth in Section 6.3 below.

      6.2  ADDITIONAL CAPITAL CONTRIBUTIONS.

               A. During the Construction Period, S/C Orlando, Chelsea and Simon
          shall be obligated to contribute, from time to time and as reasonably
          determined by the General Partner, any and all amounts (in addition to
          the initial capital contribution reflected in Section 6.1) required by
          the Partnership to pay all costs of the work to be undertaken and/or
          completed in connection with the development of the Project
          (including, without limitation, the purchase of the Land, and the
          payment by the Partnership of costs of the Project to the extent
          reflected in the Development Budget) in excess of all funds then
          available to the Partnership in the form of a loan, which
          contributions shall be divided among them pro rata in accordance with
          their respective Percentage Interests.

               B. During the Operating Period of the Project, in the event
          additional funds are required to operate the Project in accordance
          with expenditures delineated in one or more Budgets or for other
          purposes identified by the General Partner, S/C Orlando, Chelsea and
          Simon shall be obligated to contribute, from time to time, and as
          reasonably determined by the General Partner, the amount necessary to
          satisfy such obligations, which contribution shall be divided among
          them pro rata in accordance with their respective Percentage
          Interests.

          6.3 PAYMENT OF CAPITAL CONTRIBUTIONS. From and after the effective
date of this Agreement if Capital Contributions are required pursuant to this
Article, the General Partner shall provide Notice to Chelsea and Simon of the
amount required by the Partnership to pay all costs described in this Article
falling due within the next month. Each of the Partners shall, within ten (10)
calendar days (time being of the essence) after the receipt of such notice,
deposit by wire transfer of immediately available federal funds into the
Partnership's bank account, the capital contribution specified in the Notice to
be credited to the contributing Partner's Capital Account.

          6.4 DEFAULT CAPITAL CONTRIBUTIONS.

               A. If a Partner (a "Non-Funding Partner") fails to fund any
          Capital Contributions required of it within the time period specified
          and such failure continues for a period in excess of (10) days (an
          "Initial Uncured Default"), then the General Partner shall promptly
          send Notice to the other Partners of such failure and the remaining
          Partners ("Funding Partners ") shall be entitled to fund all or any
          portion of such Capital Contribution required of the Non-Funding
          Partner. If the Funding Partners make such Capital Contributions
          ("Default Capital Contributions"), the Partnership Interest of each
          Partner shall thereupon be recalculated as set forth below. The
          Funding Partner 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.

                    1. 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
               Partner as of the Percentage Interest Adjustment Date shall be
               calculated. Second, the Non-Funding Partner's Percentage Interest
               shall be reduced, and the Funding Partner's Percentage Interest
               shall be increased, to reflect each Partner's percentage of the
               total contributions made by both Partners as of the Percentage
               Interest Adjustment Date.

                    2. The Adjusted Percentage Interests of the Partners 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.

                         a. If due to the operation of this SECTION 6.4(A) a
                    Non-Funding Partner's Initial Percentage Interest is
                    diluted, the other Partner shall have the right and option
                    for a period of 60 days after such dilution occurs to
                    purchase the Non-Funding Partner's interest in the
                    Partnership at a price equal to the total amount of cash
                    capital contributions which had been contributed to the
                    Partnership by the Non-Funding Partner at that point in
                    time, less the amount of any distributions of Net Ordinary
                    Cash Flow or proceeds from a Major Capital Event previously
                    made to the Non-Funding Partner.

                         b. In order to elect to purchase the interest in the
                    Partnership of a Non-Funding Partner pursuant to this
                    SECTION 6.4(A), the Funding Partner shall send written
                    notice of election to the Non-Funding Partner prior to
                    expiration of such 60-day period. In the event a Funding
                    Partner elects to purchase a Non-Funding Partner's interest,
                    such election pursuant to this SECTION 6.4(A) shall create a
                    binding contract for the purchase and sale of the
                    Non-Funding Partner's interest in the Partnership. The
                    closing of such purchase and sale shall take place at the
                    office where the principal place of business of the
                    Partnership is located on the date specified by the Funding
                    Partner 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 Partners agree to a different
                    mutually acceptable date. The form and substance of the
                    closing documents shall be reasonably satisfactory to the
                    Funding Partner and shall consist of an assignment and bill
                    of sale (both with covenants against grantor's acts) from
                    the Non-Funding Partner to the Funding Partner (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 Partner, against
                    delivery of all the closing documents. At either Partner's
                    request, the Partnership's bank or the title company which
                    issued the owner's title policy to the Partnership 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 Partner's interest in the
                    Partnership (and the Project) to the Funding Partner (or its
                    nominee or designee), free and clear of all deeds of trust,
                    security interests, liens, charges and encumbrances. The
                    provisions of this SECTION 6.4(A) shall be enforceable by a
                    decree of specific performance and neither Partner shall
                    assert in defense thereto that there exists an adequate
                    remedy at law.

               B.Contribution Loans.

                    1. If either Partner (a "Non-Contributing Partner") fails to
               make any additional capital contribution within the time
               specified in SECTION 6.4(A) and such failure continues for a
               period of thirty (30) days after an Initial Uncured Default, the
               other Partner who makes the requested contribution of additional
               capital (the "Contributing Partner") shall have the right but not
               the obligation to advance directly to the Partnership the funds
               required from the Non-Contributing Partner as a loan
               ("Contribution Loan") to the Non-Contributing Partner. If and
               when a Contribution Loan is made, the Non-Contributing Partner
               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
               Partner at any time after the date the Contribution Loan is made.
               If not repaid by the Non-Contributing Partner, the Contribution
               Loan shall be repaid pursuant to SECTION 6.4(C) or other
               applicable provisions of this Agreement, but otherwise shall be
               and remain a recourse obligation of the Non-Contributing Partner.

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

                    3. 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 Partner
               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 Partnership to a capital
               contribution by the Contributing Partner, in which event the
               Percentage Interest of the Non-Contributing Partner shall be
               adjusted and recalculated in accordance with SECTION 6.4(A) of
               this Agreement, and the Contributing Partner shall be entitled to
               exercise all rights and remedies thereunder, including without
               limitation the purchase option described in SECTION 6.4(A). In
               order to elect to convert a Contribution Loan to a capital
               contribution pursuant to this SECTION 6.4(B), the Contributing
               Partner shall send written notice of election to the
               Non-Contributing Partner prior to the expiration of such 60-day
               period.

                    4. The rights set forth in this SECTION 6.4(B) are in lieu
               of the exercise of rights set forth in SECTION 6.4(A) and may not
               be exercised in addition to such rights.

               C. Repayment through Distributions. A Contribution Loan shall be
          repaid on a first priority basis out of any subsequent distributions
          to which the Non-Contributing Partner 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 Partner irrevocably assigns its rights to
          distributions from the Partnership to the Contributing Member for the
          purpose of effectuating this repayment. Repayment of either Partner's
          Contribution Loan shall also be secured by the Non-Contributing
          Partner's Percentage Interest in the Partnership, and the
          Non-Contributing Partner hereby grants a security interest in such
          Percentage Interest and all distributions related thereto to the
          Contributing Partner who has advanced such Contribution Loan and
          hereby irrevocably appoints the Contributing Partner, 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 Partner.

               D. Transferees and Assignees. If there shall be a Transfer of
          part of the Percentage Interest of either Partner pursuant to ARTICLE
          11 below to an Affiliate of such Partner, all of the calculations
          necessary at any time or from time to time under this SECTION 6.4
          shall be made without regard to any such partial Transfer. Any
          dilution of the Percentage Interest of either Partner pursuant to this
          SECTION 6.4 shall be made effective against the aggregate Percentage
          Interest of the Transferor and any Affiliate Transferee of which the
          Partnership has been notified or, failing any such agreement, or
          notice thereof, as the Funding Partner, acting on behalf of the
          Partnership, may elect. It is the intent and agreement of the Partners
          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 Partner to make a required capital
          contribution to the Partnership 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 Partner and its
          respective Transferees.

               E. Role in Management. Notwithstanding any other provision of
          this Agreement to the contrary, including without limitation ARTICLE 9
          hereof, a Non-Funding Partner or Non-Contributing Partner and any
          Affiliate thereof which is a member of the General Partner
          (hereinafter, a "Defaulting Partner") shall thereafter have no further
          approval rights, right to make decisions or role in management of the
          Partnership until such funding or contribution default has been cured.
          Without limiting the foregoing, the Funding or Contributing Partner
          shall have the right to terminate any Management Agreement and/or
          Development Agreement with any Affiliate of the Defaulting Partner as
          set forth in the Management Agreement and the Development Agreement,
          respectively, (ii) the Non-Defaulting Partner shall have the right to
          apply any fees payable to the Defaulting Partner or its Affiliate in
          accordance with this Agreement to any amounts owed by the Defaulting
          Partner, (iii) the Non-Defaulting Partner shall have the right to make
          all decisions of the Partnership and the Partner, and (iv) no
          Defaulting Partner shall have the right to initiate the buy-sell
          procedure pursuant to SECTION 10.6 hereof.

               F. Notwithstanding anything to the contrary in this Section 6.4,
          in the event that either of Chelsea's or Simon's Affiliates, in its
          capacity as a member of S/C Orlando, shall fail to meet any monetary
          obligation pursuant to the General Partner Agreement, such failure
          shall constitute Chelsea or Simon (or its Affiliate) a "Defaulting
          Partner" pursuant to Section 6.4 (A) hereof to the same extent as if
          such Partner had failed to fund a Capital Contribution required of it
          hereunder. Similarly, a failure to meet a monetary obligation
          hereunder by Chelsea or Simon shall also constitute such party or its
          Affiliate a "Non-Funding Member" pursuant to Section 5.4 of the
          General Partner Agreement.

          6.5  AMOUNTS INCURRED TO FUND CONSTRUCTION OVERAGES.

               A. Notwithstanding anything to the contrary set forth herein if
          during the Construction Period amounts have been, or will be, incurred
          in excess of an Approved Budget, and any Partner refuses to fund its
          pro rata share of the excess, the other Partner may fund such excess
          as necessary to permit the Partnership to pay its debts, meet its
          obligations when due and complete construction of the Project. If a
          modification to Budget is subsequently Approved or an arbitrator or
          court having jurisdiction over the Partnership and/or the Project
          determines that the excess (and the proposed modification to the
          Budget) is reasonable and must be funded, then that portion of the
          excess which the Non-Funding Partner and its Affiliate(s) are
          obligated to contribute (and which the Funding Partner previously
          funded) shall be treated as a Contribution Loan by the Partner to the
          Non-Funding Partner pursuant to Section 6.4(b) and interest shall
          accrue from the date funds were advanced by the remaining Partner on
          behalf of the Partnership In addition, the Funding Partner shall be
          entitled to all other rights set forth in or elsewhere in this
          Agreement with respect to the making of a Contribution Loan. If it is
          subsequently determined that the excess and the proposed modification
          to Budget is not reasonable, then the excess funded by the Funding
          Partner shall not be credited to the Capital Account of such Partner
          and the Funding Partner shall not be entitled to any allocation of Net
          Profit or distribution of Cash Flow by virtue of same.

               B. If, during the Operating Period, either Partner disputes the
          need for any additional capital contributions required pursuant to
          SECTION 6.2, pending the resolution of such dispute, the Partner
          disputing the need for additional capital shall nevertheless
          contribute additional capital within the time period specified in
          SECTION 6 and the General Partner shall hold the contributions of both
          Partners in an interest-bearing account, or shall otherwise invest
          such contributions as Approved by the Partners separate from other
          cash deposits of the Partnership until such dispute is resolved;
          provided, however, that during such Operating Period, the Partnership
          shall have the right to use the Partners' contributions to the extent
          necessary, to permit the Partnership 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 contributions were not
          required, the previously identified contribution less each Partner's
          proportionate share (based on such Partner's Initial Percentage
          Interest) of any portion of the Partner's contributed capital which
          was expended in accordance with the foregoing, shall be promptly
          refunded to each Partner, together with a proportionate share of
          interest, if any, earned thereon while on deposit with the
          Partnership.

          6.6 LIABILITY OF LIMITED PARTNERS. Except as otherwise provided for
herein, no Limited Partner (in its capacity as a Limited Partner) shall be
required under any circumstances to contribute to the capital of the Partnership
any amount beyond that sum required of the Limited Partner pursuant to this
Article 6, nor shall any Partner be obligated to lend any funds to the
Partnership.

          6.7 NO INTEREST ON CAPITAL CONTRIBUTION. Except as otherwise provided
for herein, no interest shall accrue or be payable to any Partner by reason of
its Capital Contribution or its Capital Account.

          6.8 WITHDRAWAL OF CAPITAL CONTRIBUTIONS. A Partner shall not be
entitled to withdraw any part of its Capital Account or to receive any
distributions (property or cash) except as specifically provided in this
Agreement, and in no event will any Partner have the right to receive property
other than cash in return for any contributions to the capital of the
Partnership. The General Partner shall not have any personal liability
whatsoever with respect to the return to any Partner of its Capital Account.

          6.9 MAINTENANCE OF CAPITAL ACCOUNTS. The Capital Accounts of the
Partners shall be maintained in a manner consistent with applicable Regulations
and shall be adjusted as follows:

               A. There shall be credited to each Partner's Capital Account (i)
          the amount of any cash (which shall not include imputed or actual
          interest on any deferred contributions) actually contributed by such
          Partner to the capital of the Partnership, (ii) the fair market value
          of any property contributed by such Partner to the capital of the
          Partnership (net of any liabilities secured by such property that the
          Partnership is considered to assume or take subject to under Code
          Section 752), and (iii) such Partner's share of the Net Profits of the
          Partnership and of any items in the nature of income or gain
          separately allocated to the Partners; and there shall be charged
          against each Partner's Capital Account (x) the amount of all cash
          distributions to such Partner by the Partnership, (y) the fair market
          value of any property distributed to such Partner by the Partnership
          (net of any liability secured by such property that the Partner is
          considered to assume or take subject to under Code Section 752), and
          (z) such Partner's share of the Net Losses of the Partnership and of
          any items in the nature of losses or deductions separately allocated
          to the Partners.

               B. If the Partnership at any time distributes any of its assets
          in kind to any Partner, the Capital Account of each Partner shall be
          adjusted to account for such Partner's allocable share of the Net
          Profits or Net Losses that would have been realized by the Partnership
          had it sold the assets that were distributed at their respective fair
          market values immediately prior to the distribution.

               C. In the event that the Partnership makes an election under Code
          Section 754, the amounts of any adjustments to the bases (or Carrying
          Values) of the assets of the Partnership made pursuant to Code Section
          743 shall not be reflected in the Capital Accounts of the Partners,
          but the amounts of any adjustments to the bases (or Carrying Values)
          of the assets of the Partnership made pursuant to Code Section 734 as
          a result of the distribution of property by the Partnership to a
          Partner (to the extent that such adjustments have not previously been
          reflected in the Partners' Capital Accounts) shall be reflected in the
          Capital Accounts of the Partners in the manner prescribed in the
          Regulations.

               D. The Partners shall elect, upon the occurrence of any of the
          following events, that the Capital Account balance of each Partner
          shall be adjusted to reflect the Partner's allocable share of the Net
          Profits or Net Losses that would be realized by the Partnership if it
          sold all of its property at its fair market value on the day of the
          adjustment:

                    1. Any increase in any new or existing Partner's Partnership
               Interest resulting from a more than DE MINIMIS contribution of
               cash or property by such Partner to the Partnership; and

                    2. Any reduction in a Partner's Partnership Interest
               resulting from a more than DE MINIMIS distribution to such
               Partner in redemption of all or a portion of such Partner's
               Partnership Interest.

               E. In the event any Partnership Interest is transferred in
          accordance with the terms of this Agreement, the transferee shall
          succeed to the Capital Account of the transferor to the extent it
          relates to the transferred Partnership Interest.

               F. In the event the Regulations fall to provide guidance for the
          maintenance of the Capital Accounts of Partners in particular
          instances, then the Capital Accounts shall be adjusted by the
          Partners, with the review and concurrence of the Partnership's tax
          advisors, in a manner that (i) maintains equality between the
          aggregate Capital Accounts of the Partners and the amount of
          Partnership capital reflected on the Partnership's financial books and
          records, (ii) is consistent with the underlying economic arrangement
          among the Partners and (iii) is based, whenever practicable, upon
          federal tax accounting principles.

          6.10 NO THIRD PARTY BENEFIT. No provision set forth in this Article 6
shall be construed to be for the benefit of any third party, including without
limitation, any creditor of the Partnership, and no such third party or creditor
shall be entitled to enforce any such provision.

                    ARTICLE 7 - ALLOCATIONS AND DISTRIBUTIONS

          7.1 GENERAL ALLOCATION OF NET PROFITS AND NET LOSSES. After giving
effect to the special allocations set forth in Section 7.2, all Net Profits and
Net Losses (and to the extent necessary, as set forth in clauses (A) and (B) of
this Section 7.1, items of gross income, gain, expense and loss) of the
Partnership shall be allocated to the Partners as follows:

               A. If the Partnership has Net Profits for any taxable year
          (determined prior to giving effect to this clause (A), each Partner
          whose Partially Adjusted Capital Account is greater than its Target
          Capital Account shall be allocated items of Partnership expense or
          loss for such taxable year equal to the difference between its
          Partially Adjusted Capital Account and Target Capital Account. If the
          Partnership has insufficient items of expense or loss for such taxable
          year to satisfy the previous sentence with respect to all such
          Partners, the available items of expense or loss shall be divided
          among such Partners in proportion to such difference.

               B. If the Partnership has Net Losses for any taxable year
          (determined prior to giving effect to this clause (B), each Partner
          whose Partially Adjusted Capital Account is less than its Target
          Capital Account shall be allocated items of Partnership gain or income
          for such taxable year equal to the difference between its Partially
          Adjusted Capital Account and Target Capital Account. If the
          Partnership has insufficient items of income or gain for such taxable
          year to satisfy the previous sentence with respect to all such
          Partners, the available items of income or gain shall be divided among
          such Partners in proportion to such difference.

               C. Any remaining Net Profits or Net Losses (as computed after
          giving effect to clauses (A) and (B) of this Section 7.1) shall be
          allocated among the Partners so as to reduce, proportionately, the
          differences between their respective Partially Adjusted Capital
          Accounts and Target Capital Accounts for the period under
          consideration. To the extent possible, each Partner shall be allocated
          a pro rata share of all Partnership items allocated pursuant to this
          clause (C).

          7.2 OVERRIDING ALLOCATIONS OF NET PROFITS AND NET LOSSES. The
             following allocations of Net Profits and Net Losses and items
             thereof shall be made before applying Section 7.1 hereof:

               A. If in any year there is a net decrease in the amount of the
          Minimum Gain computed solely with respect to Nonrecourse Debt other
          than Partner Nonrecourse Debt, then each Partner shall be allocated
          items of income and gain (consisting first of gains recognized from
          the disposition of Partnership Property subject to one or more
          Nonrecourse Debts other than Partner Nonrecourse Debts and then, if
          necessary, a pro rara portion of the Partnership's other items of
          income and gain for that year) for that year (and, if necessary,
          subsequent years) in an amount equal to that Partner's share of the
          net decease in Partnership Minimum Gain within the meaning of
          Regulation Section 1.7042)(2). It is the intent of the parties that
          any allocations pursuant to this Section 0 shall constitute a "Minimum
          Gain Chargeback" under Regulation Section 1.704-2(f) and shall be
          interpreted consistently thereunder.

               B. If in any year there is a net decrease in the amount of the
          Partner Minimum Gain computed solely with respect to Partner
          Nonrecourse Debt, then each Partner shall be allocated items of income
          and gain (consisting first of gain from the disposition of Partnership
          Property subject to Partner Nonrecourse Debt and then, if necessary, a
          pro rata portion of the Partnership's other items of income and gain
          for that year) for that year (and, if necessary, subsequent years) in
          an amount and in a manner consistent with the provisions of Regulation
          Section 1.704-2(i)(4). It is the intent of the parties that any
          allocations pursuant to this Section 0 shall constitute a "Chargeback
          of Partner Nonrecourse Debt Minimum Gain" under Regulation Section
          1.704-2(i)(4) and shall be interpreted consistently thereunder.

               C. If, during any year, a Partner unexpectedly receives any
          adjustment, allocation or distribution described in Regulation Section
          1.704-1(b)(2)(ii)(d)(4), (5) or (6), and as a result of such
          adjustment, allocation or distribution, such Partner's Capital Account
          has an Excess Negative Balance, then items of gross income (computed
          with the adjustments set forth in clauses (a), (b) and (c) of the
          definition of Net Profits and Net Losses) for such year (and, if
          necessary, subsequent years) shall first be allocated to such Partner
          in an amount equal to such Partner's Excess Negative Balance. It is
          the intent of the parties that any allocations pursuant to this
          Section 0 shall constitute a "qualified income offset" provision under
          Regulation Section l.704-1(b)(2)(ii)(d) and shall be interpreted
          consistently thereunder.

               D. Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal
          Year shall be specially allocated among the Partners in proportion to
          their Percentage Interests.

               E. In no event shall Net Losses of the Partnership be allocated 
          to a Partner if such allocation would cause or increase an Excess
          Negative Balance in such Partner's Capital Account. Any such Net
          Losses shall be allocated to the Partners who bear the economic risk
          of such Net Losses.

               F. Partner Nonrecourse Deductions. Any Partner Nonrecourse
          Deductions for any Fiscal Year shall be specially allocated to the
          Partner who bears the economic risk of loss with respect to the
          Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions
          are attributable in accordance with Regulations Section 1.704-2(i)(1).

               G. In the event that Net Profits, Net Losses or items thereof are
          allocated to one or more Partners pursuant to Sections 7.2(A) through
          7.2(F) above, subsequent Net Profits and Net Losses shall first be
          allocated (subject to the provisions of Sections 7.2(A), 7.2(B),
          7.2(C), 7.2(D) and 7.2(E) to the Partners in a manner designed to
          result in each Partner having a Capital Account balance equal to what
          it would have been had the original allocation of Net Profits, Net
          Losses or items thereof pursuant to Sections 7.2(A) through 7.2 (E)
          hereof not occurred.

               H. Except as otherwise provided herein, for tax purposes, all
          items of income, gain, loss, deduction or credit shall be allocated to
          the Partners in the same manner as are Net Profits and Net Losses;
          provided, however, that if the Carrying Value of any property of the
          Partnership differs from its adjusted basis for tax purposes, then
          items of income, gain, loss, deduction or credit related to such
          property for tax purposes shall be allocated among the Partners so as
          to take account of the variation between the adjusted basis of the
          property for tax purposes and its Carrying Value in the manner
          provided for under Code Section 704(c).

               I. Solely for purposes of determining a Partner's proportionate
          share of the "excess nonrecourse liabilities" of the Partnership
          within the meaning of regulation Section 1 .752-3(a)(3), the Partners'
          interests in the Partnership profits are in proportion to their
          respective Partnership Interests.

          7.3 SECTION 754 AND OTHER ELECTIONS. In the event of a transfer of all
or part of a Partnership Interest pursuant to this Agreement, the Partnership
shall elect at the request of any existing Partner or any person being admitted
as a Partner, or the executor, administrator or other legal representative of a
deceased Partner, to adjust the basis of the Partnership's assets pursuant to
Code Section 754 or the corresponding provision of subsequent law. In the case
of a new Partner, the election shall be filed by the Partnership as constituted
prior to such admission. The General Partner reserves the right to cause the
Partnership to file such further election(s) if it determines in its reasonable
discretion that there are good and substantial reasons to do so.

          7.4 PARTIAL TAXABLE YEAR. In the event of the transfer of all or any
part of a Partnership Interest in accordance with the provisions of this
Agreement at any time other than the end of a Partnership fiscal year, the
distributive share of the various Partnership items in respect of the
Partnership Interest so transferred shall (unless otherwise determined in
writing by the transferor and transferee) be allocated between the transferor
and transferee (i) in the same ratio as the number of days in such Partnership
fiscal year before and after such transfer or adjustment, except that the
provisions of this sentence shall not be applicable to a gain or loss on the
sale or other disposition of all or substantially all of the Partnership
Property or to other extraordinary nonrecurring items, or (ii) as otherwise
required under the Code.

          7.5 INTENT. The provisions of this Article 7 governing the allocation
of income and losses shall be construed and implemented in a manner which is
consistent with Code Sections 704)(2) and 704(c) and the Regulations promulgated
thereunder.

          7.6 USE OF PROCEEDS. During the term of the Construction Loan, all
Proceeds shall be used by the Partnership to (i) pay development and operating
costs of the Project, (ii) pay the costs set forth in the Development Budget,
and (iii) reduce the principal amount of, or reduce the need to draw upon, the
Construction Loan.

          7.7 DISTRIBUTION OF NET ORDINARY CASH FLOW.

               A. Net Ordinary Cash Flow shall be allocated and distributed
          among the Partners as follows:

                    1. First, to pay any accrued but unpaid principal balance,
               if any, of any and all loans made by any Partner to the
               Partnership in accordance with this Agreement, provided, however,
               that any Contribution Loans shall not be regarded as loans to the
               Partnership and shall be repaid on a first priority basis out of
               any Cash Flow to which the Non-Contributing Partner for whose
               account the Contribution Loan was made would otherwise be
               entitled to in accordance with Section 7.7(A)(2) 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

                    2. Second, the balance in proportion to the Partners'
               respective Partnership Interests.

               B. Amounts distributed pursuant to the preceding sub-paragraphs
          shall be paid on a quarterly basis, within fifteen (15) days of the
          end of each calendar quarter, if Net Ordinary Cash Flow is available
          and the balance, if any, shall be paid within ninety (90) days
          subsequent to the end of each calendar year. The final allocation and
          distribution of Net Ordinary Cash Flow for each calendar year shall be
          made based upon the audited financial statements of the Partnership
          provided for in Section 10.2 hereof for such year.

          7.8  DISTRIBUTIONS UPON MAJOR CAPITAL EVENT

               A. Net proceeds derived from or in connection with a Major
          Capital Event shall be allocated and distributed among the Partners,
          on a cumulative basis, as follows:

                    1. 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 Partner to the Partnership in accordance with
               this Agreement, provided, however, that any Contribution Loans
               shall not be regarded as loans to the Partnership 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 7.8(A)2 through 7.8(A)3 of this
               Agreement, which amounts shall be applied first to accrued
               interest and then to principal, until the Contribution Loan is
               paid in full;

                    2. Second, to the Partners to the extent of and in
               proportion to their Capital Contribution Balances, and

                    3. Third, the balance in proportion to the Partners'
               respective Partnership Interests.

               B. Notwithstanding the provisions of Section 7.8(A) hereof, to
          the extent the total net proceeds distributable to a Partner on a
          cumulative basis under Section 7.8, hereof are less than the amount
          such Partner would be entitled to receive if all such distributions
          had been made following the redetermination and adjustment of
          Partnership Interests pursuant to Section 6.4 hereof, the net proceeds
          which would otherwise be distributed to the Defaulting Partner(s)
          shall be distributed first to the Non-Defaulting Partner(s), until
          such Non-Defaulting Partners have received all net proceeds to which
          they are entitled in accordance with such readjusted Partnership
          Interests, and any remaining net proceeds shall be distributed to the
          Partner(s) in proportion to their respective Partnership Interests.

          7.9 DISTRIBUTION OF COST SAVINGS. If the net proceeds of the Permanent
Loan (after payment of all closing costs, brokerage fees and similar items)
exceed the then outstanding principal amount of the Construction Loan plus all
accrued but unpaid interest thereon, then within ten (10) days of closing of the
Permanent Loan, the Partnership shall distribute such net proceeds to the
Partners, in proportion to their respective Partnership Interests. Any amounts
otherwise distributable pursuant to this Section 7.9 shall be reduced by a
reserve equal to one hundred percent (100%) of the budgeted costs of the initial
lease-up of any unleased space in the Project, including tenant improvements and
leasing commissions and fees. Any distribution pursuant to this Section 7.9
shall be in accordance with Partnership Interests and shall not reduce the
Capital Contributions or Unreturned Capital Contributions Account of any
Partner.

                 ARTICLE 8 - LEGAL TITLE TO PARTNERSHIP PROPERTY

          8.1 LEGAL TITLE. Legal title to the Project, the Land and other
Partnership Property shall be taken and at all times held in the name of the
Partnership, except as otherwise approved by the General Partner.

          8.2 MATTERS AFFECTING LEGAL TITLE. Except as otherwise provided for
herein the General Partner, in its capacity as General Partner, shall have the
right, power and authority, acting for and on behalf on the Partnership, to
enter into and execute any lease, contract, agreement, deed, covenants,
proffers, applications for zoning, grading, building, occupancy and other
permits and licenses, mortgage or other instrument or document required or
otherwise appropriate to develop, construct, lease, sell, mortgage, convey or
refinance the Partnership Property (or any part thereof), to borrow money and
execute promissory notes, to secure the same by mortgage or deed of trust, to
renew or extend any and all such loans or notes, and to convey the Partnership
Property by deed, lease, sublease, mortgage or otherwise. In no event shall any
Person dealing with the General Partner with respect to any of the Partnership
Property or to whom the Partnership Property (or any part thereof) shall be
conveyed, contracted to be sold, leased, mortgaged or refinanced by the General
Partner be obligated to see to the application of any purchase money, rent or
money borrowed or advanced thereon, or be obligated to see that the terms of
this Agreement have been complied with, or be obligated to inquire into the
necessity or expediency of any act or action of the General Partner, and every
contract, agreement, deed, mortgage, lease, promissory note or other instrument
or document executed by the General Partner with respect to any of the
Partnership Property shall be conclusive evidence in favor of any and every
Person relying thereon or claiming thereunder that (a) at the time or times of
the execution and/or delivery thereof, the Partnership was in full force and
effect, (b) such instrument or document was duly executed and authorized and is
binding upon the Partnership and all of the Partners thereof, and (c) the
General Partner was duly authorized and empowered to execute and deliver any and
every such instrument or document for and on behalf of the Partnership.


                       ARTICLE 9 - MANAGEMENT OF BUSINESS

       9.1 DUTIES, RIGHTS AND POWERS OF THE GENERAL PARTNER; FEES AND COSTS;
           INDEMNIFICATION.

               A. Except as otherwise expressly provided herein, management
          decisions of the Partnership shall be made by the General Partner,
          which shall be responsible for the conduct of Partnership business
          subject to the provisions of this Agreement and applicable law. The
          General Partner, as General Partner, shall devote to the management of
          the Partnership business so much of its time as it, in its sole
          discretion, deems reasonably necessary for the efficient operation of
          the Partnership business.

               B. Except as otherwise provided for in Section 9.3 and 9.4, if 
          any activities of the Partnership require, in the reasonable judgment 
          of the General Partner, that Affiliates be engaged to provide services
          or to sell products to the Partnership, such services and products 
          shall be provided in accordance with the arrangements specified in 
          Sections 9.6 hereof.

               C. Notwithstanding the foregoing or any contrary provision of
          this Agreement, and in addition to Consents to Partnership action
          required elsewhere in this Agreement, the Consent of all Partners
          shall be required prior to the implementation by the General Partner
          of any of the following major decisions (each such decision, a "Major
          Decision"):

                    1. Sale of the entire Property or the entire Project, except
               as contemplated pursuant to Sections 11.3 and/or 11.4 hereof.

                    2. Mortgaging of the entire Property, except in connection
               with the Construction Loan or the Permanent Loan.

               D. No Limited Partner (in its capacity as a Limited Partner)
          shall have or exercise any rights in connection with the management of
          the Partnership business.

          9.2  BUDGETS.

               A. The General Partner has prepared and Approved a Development
          Budget for the Project and has provided the Limited Partners with
          copies of such Development Budget. The General Partner shall prepare a
          pre-construction budget and a development budget for any subsequent
          project, and shall submit same to the Limited Partners for their
          information before undertaking any subsequent project. Subject to the
          provisions of Section 6.5 hereof, the General Partner will cause the
          Project to be constructed in accordance with the provisions in the
          Development Budget.

               B. The General Partner shall also prepare and Approve a proposed
          annual Operating Budget for the Project for the period after the
          Project Completion Date, setting forth estimated revenues and
          expenses, capital expenditures, reserves, contingencies, sources and
          applications of funds, and loans contemplated, if any. Any Operating
          Budget shall be submitted to the Limited Partners for their
          information not less than sixty (60) calendar days prior to the first
          day of the fiscal year covered by such Operating Budget. In addition,
          projections of current Fiscal Year expenditures shall be prepared by
          the General Partner and submitted to the Limited Partners on June 1
          and November 1 of each Fiscal Year. Subject to certain parameters and
          exceptions set forth in the General Partner's Agreement, the General
          Partner will cause the Property to be operated in any Fiscal Year in
          accordance with the Operating Budget for such year.

          9.3 MANAGEMENT AGREEMENT; MANAGEMENT FEES. An Affiliate of Chelsea and
an Affiliate of Simon will render services to the Partnership in connection with
the management and ongoing leasing, including future releasing of the Project.
The General Partner shall negotiate and Approve a Management Agreement with such
Affiliates. The Partnership will pay management fees for managing the Project
pursuant to the Management Agreement in an amount equal to six percent (6%) of
the gross rental income accrued by the Partnership, excluding, however proceeds
received from the sale of any Land Parcels.

          9.4 DEVELOPMENT AGREEMENT; DEVELOPMENT AND LEASING FEES. An Affiliate
of Chelsea and an Affiliate of Simon will also render services to the
Partnership in connection with the initial development of the Project and the
initial lease-up of the Project. The General Partner has negotiated and Approved
a Development Agreement with such Affiliates. The Partnership shall pay
development and leasing fees to such Affiliates in the amount more particularly
set forth in the Development Agreement. Should subsequent projects be developed
on a portion of the Land, an agreement covering the initial development and
leasing of any such project in substantially the form of the Development
Agreement shall be negotiated and approved by the General Partner.

          9.5 POST-INITIAL LEASE-UP FEES. Fees to be paid by the Partnership for
leasing of space in the Project other than the first lease of any such space and
for renewals or extensions of any lease shall be set forth in the Management
Agreement.

          9.6 THIRD PARTY SERVICES. The General Partner may employ any third
parties to perform services on behalf of the Partnership, including, without
limitation, Affiliates of any Partner, provided that the costs to be paid by the
Partnership for such services are competitive with the costs of independent
contractors performing the same services. The parties recognize that an
Affiliate of Simon provides bundled services contracts for maintenance and
operational obligations, utilities, vending services and otherwise and such
contractual arrangements shall be reviewed in accordance with the provisions of
this Section and the Management Agreement.

          9.7 COSTS. The General Partner shall be reimbursed by the Partnership
for all reasonable out-of-pocket costs and expenses incurred on behalf of the
Partnership in accordance with the previously specified Budgets so long as such
costs and expenses are not intended to be paid from fees otherwise payable to
such Partner or its Affiliates as set forth in the Development Agreement and the
Management Agreement, respectively.

          9.8 LIABILITY OF LIMITED PARTNERS. Except as otherwise specifically
set forth herein, to the extent a Limited Partner is not a General Partner and
does not take part in the control of the Partnership's business within the
meaning of the Act, the liability of a Limited Partner for the obligations or
losses of the Partnership shall in no event exceed such Limited Partner's
Unreturned Capital Contributions Account.

          9.9 INDEMNIFICATION OF GENERAL PARTNER.

               A. The General Partner shall be indemnified and held harmless,
          absolutely, unconditionally and irrevocably, by the Partnership from
          and against any and all claims, demands, liabilities, costs, damages
          and causes of action, of any nature whatsoever, arising out of or
          incidental to such General Partner's management of the Project and/or
          the Partnership affairs, except where the claim at issue is based upon
          the fraud, gross negligence or willful misconduct of such General
          Partner.

               B. The indemnification authorized by this Section 9.10 shall
          include, but not be limited to, payment of (i) reasonable attorneys'
          fees or other expenses incurred in connection with settlement or in
          any finally-adjudicated legal proceeding, and (ii) the removal of any
          liens affecting any property of the indemnitee.

               C. The indemnification rights contained in this Section 9.10
          shall be cumulative of, and in addition to, any and all rights,
          remedies and recourses to which the General Partner shall be entitled,
          whether pursuant to the provisions of this Agreement, at law or in
          equity.

               D. The rights and obligations hereunder with respect to
          indemnification shall survive an event of withdrawal of a General
          Partner.

           ARTICLE 10 - BANK ACCOUNTS; BOOKS AND RECORDS; TAX ELECTION

          10.1 BANK ACCOUNT. The funds of the Partnership shall be deposited in
such separate Partnership bank account or accounts as are approved by the
General Partner, who shall arrange for the appropriate management of such
account or accounts.

          10.2 BOOKS AND RECORDS.

               A. There shall be kept at the principal business office of the
          Partnership, as set forth in Section 10.3 hereof (or at such other
          office in the United States as the General Partner may designate),
          full and accurate books and records respecting the Project, showing
          all receipts and expenditures, assets and liabilities, profits, losses
          and distributions and all other information necessary for recording
          the business and affairs of the Partnership.

               B. The books shall be kept on an accrual method and shall show at
          all times all items of income and expense. In all events, the books of
          account of the Partnership shall be maintained in accordance with
          federal tax accounting principles as determined by the Code, and the
          applicable regulations promulgated thereunder and in effect from time
          to time.

               C. Audited financial statements shall be prepared annually by the
          Independent Accountants, and shall be paid for by the Partnership.
          Each Partner shall be entitled to a copy of such audited financial
          statements.

               D. In addition, the General Partner shall provide the Partners
          with such monthly and quarterly financial statements as may be
          prepared by the Partnership on an unaudited basis. On or before March
          31 following each Partnership fiscal year, each Partner will be
          furnished with a copy of such report or financial statements together
          with such information as is relevant to such Partner for its
          individual federal, state and local income tax purposes with respect
          to the calendar year most recently ended.

               E. Any Partner shall have the right to a private examination and
          audit of the books and records of the Partnership, provided such
          examination is made at the expense of the Partner desiring it, made
          during normal business hours at reasonable times after due Notice, and
          at the offices at which the books and records of the Partnership are
          then kept.

          10.3 RECORDS REQUIRED UNDER THE ACT. In addition to the foregoing
books of account, the Partnership shall keep at its business office, c/o Chelsea
GCA Realty, Inc., 103 Eisenhower Parkway, Roseland, New Jersey 07068, the
records required under the Act. Such records, and all records described in
Section 10.2hereof, shall be made available for inspection and copying upon the
reasonable request, and at the expense, of any Partner during normal business
hours.

          10.4 TAX MATTERS PARTNER.

               A. Pursuant to Section 6231 of the Code, the General Partner
          shall be the Tax Matters Partner (the "TMP") and shall prepare or
          cause to be prepared, by March 31 of each year, all tax returns
          required of the Partnership at the Partnership's expense. The TMP may
          be changed by the General Partner. The TMP shall not have the
          authority, without the Consent of the Partners to do any of the
          following which purports to bind, directly or indirectly, the
          Partners: (i) to enter into a settlement agreement respecting any tax
          returns and/or taxes payable by the Partnership; or (ii) to file any
          request contemplated in Section 6227(b) of the Code. The TMP shall not
          file a petition as contemplated in Sections 6226(a) or 6228(a) of the
          Code without consulting with the Partners and reflecting the substance
          of any comments received from the Partners in such petition. In
          addition, without the prior written approval of the Partners, the TMP
          shall not enter into an agreement extending the period of limitations
          as contemplated in Section 6229(b)(1)(B) of the Code for a period or
          periods exceeding one (1) year in the aggregate. The TMP shall give to
          the Partners prompt Notice upon receipt of advice that the IRS or any
          other taxing authority intends to examine any Partnership tax return
          or the books and records of the Partnership.

               B. If the Partnership incurs any costs in retaining accountants,
          attorneys, experts and/or other professionals related to any tax
          audit, declaration of any tax deficiency or any administrative
          proceeding or litigation involving any Partnership tax matter, the
          Partnership shall use all available funds for such purpose, but no
          Partner shall be required to advance or contribute funds to the
          Partnership for such purpose, except if and to the extent provided in
          Article 6 hereof.

                             ARTICLE 11 - TRANSFERS

          11.1 LIMITATION ON ASSIGNMENT BY GENERAL PARTNER. Except as expressly
permitted under this Agreement, the General Partner may not sell, assign,
transfer or mortgage, hypothecate or otherwise encumber or permit or suffer any
encumbrance of all or any part of its Partnership Interest. Any attempt by the
General Partner to sell, assign, transfer or mortgage, hypothecate or otherwise
encumber or permit or suffer any encumbrance of its Partnership Interest, in
violation of this Section 11.1 shall be null and void.

          11.2 LIMITATION ON ASSIGNMENT BY LIMITED PARTNERS.

               A. Except as expressly permitted under this Agreement, no Limited
          Partner may sell, assign, transfer or mortgage, hypothecate or
          otherwise encumber or permit or suffer any encumbrance of all or any
          part of its Partnership Interest.

               B. Notwithstanding the provisions of Section 11.2(a) hereof, (i)
          Chelsea may, at any time (and without any requirement to offer its
          Partnership Interest to any other Partner), assign its Partnership
          Interest as a Limited Partner to any Chelsea Affiliate so long as such
          transfer does not result or occur in connection with a Change in
          Control as defined in Subparagraph (i)(c) of Section 1.15, and (ii)
          Simon may, at any time (and without any requirement to offer its
          Partnership Interest to any other Partner), assign its Partnership
          Interest as a Limited Partner to any Simon Affiliate so long as such
          transfer does not result from or occur in connection with a Change in
          Control as defined in Subparagraph (ii)(C) of Section 1.15.

               C. Each Limited Partner agrees that no part of its Partnership
          Interest may be sold, assigned, pledged, encumbered or transferred,
          whether voluntarily or by operation of law, except as permitted by
          this Agreement. Any sale, assignment, pledge, encumbrance or transfer
          which is not permitted or does not comply with the terms hereof shall
          be invalid, void and without force or effect.

               D. Except as expressly permitted under this Agreement, the
          Partnership Interest of each Limited Partner (including such Partner's
          right to receive a share of the profits and a return of its Unreturned
          Capital Contributions Account) may be assigned, encumbered, pledged,
          conveyed or otherwise transferred, in whole or in part, only after the
          General Partner's Consent, which may be withheld in its sole
          discretion; provided further, in the event the General Partner does
          Consent, any assignee shall not become a substituted Limited Partner
          of the Partnership (unless all of the following conditions are
          satisfied or waived by the General Partner):

                    1. The assigning Limited Partner provides that the assignee
               shall become a substituted Limited Partner in the instrument of
               assignment;

                    2. The assignee agrees in writing to be bound by the terms
               of this Agreement;

                    3. The assignee pays to the Partnership a fee equal to the
               reasonable costs and expenses of the preparation and execution of
               an amendment to this Agreement;

                    4. The assignee provides an opinion of counsel, in form and
               substance satisfactory to the General Partner, that neither the
               offering nor the assignment of such Partnership Interest requires
               registration under applicable federal and state securities laws
               nor violates federal or state securities, "blue sky" or similar
               law;

                    5. Such transfer, together with all other sales or transfers
               of Partnership Interests within the preceding twelve (12) months
               will not result in a termination of the Partnership pursuant to
               Section 708 of the Code; and

                    6. Any such transfer shall not cause the Partnership to be
               classified as other than a partnership for federal income tax
               purposes.

           If all of the foregoing conditions are satisfied, the General Partner
shall prepare (or cause to be prepared) an amendment to EXHIBIT A to this
Agreement to be signed by the General Partner and new Limited Partner.

          11.3 THIRD PARTY OFFERS TO CHELSEA, SIMON OR S/C ORLANDO.

               A. FIRST REFUSAL NOTICE. Except as provided in SECTION 11.2, if,
          subsequent to the date which is 6 (six) full calendar years after the
          Project Completion Date, either Simon or Chelsea desires to sell all
          of its and its Affiliates' Percentage Interest in the Partnership it
          shall give written notice (the "First Refusal Notice") of such
          intention to the other Partner (the Partner issuing the First Refusal
          Notice is hereinafter called the "Offeror" and the Partner receiving
          the First Refusal Notice is hereinafter called the "Offeree"). The
          First Refusal Notice shall set forth (i) the price (the "Refusal
          Price") and terms upon which the Offeror has received a bona-fide,
          third party, arms-length offer (the "Bona Fide Offer") to purchase
          such Percentage Interest (the Percentage Interest in the Partnership
          subject to the First Refusal Notice is hereinafter called the "Subject
          Interest") subject to all liabilities of the Partnership as of that
          date, (ii) a copy of such third-party offer, and (iii) the name and
          address of the proposed purchaser, provided, that the Offeror shall
          deal with only one such Purchaser at a time. The Refusal Price set
          forth therein must be payable with cash consideration only, although,
          at the Offeror's election, payment of portions of such cash
          consideration may be deferred and paid, with interest, in one or more
          installments after closing. Moreover, in furtherance of SECTION
          11.3(E) below, so as to avoid a termination of the Company for federal
          income tax purposes pursuant to Section 708(b)(1)(B) of the Code the
          First Refusal Notice must propose a structure for the sale of the
          Subject Interest so that the sale when combined with previous sales
          will not cause there to be a sale or exchange of more than a
          forty-nine percent (49%) interest in the Net Profits or capital of the
          Partnership in any 12-month period, or, alternatively to fairly
          compensate the Offeree for the cost (including loss of benefits and/or
          increased taxes) of any such tax termination. Any First Refusal Notice
          providing for non-cash consideration, in whole or in part, (except as
          permitted in this SECTION 11.3(A)) or a sale that would cause a
          combined sale or exchange of more than a forty-nine percent (49%)
          interest in any 12-month period (except as permitted in this SECTION
          11.3(A)) shall not be effective to institute the First Refusal
          procedures. If the First Refusal Notice provides that payment of a
          portion of the Refusal Price is to be deferred, then the required
          collateral for such deferred payment shall be described in the First
          Refusal Notice and shall be the Subject Interest to be purchased
          and/or a certificate of deposit, irrevocable stand-by letter of
          credit, or other type of collateral which is generally available,
          liquid, and not unique. Such First Refusal Notice shall constitute an
          offer by the Offeror to sell to the Offeree the Subject Interest
          specified in the First Refusal Notice for such price and terms,
          exclusive of any brokerage or similar commission provided for therein.
          Except as otherwise provided herein, neither Simon nor Chelsea may
          give the First Refusal Notice during the Construction Period, or for
          six (6) years after the Project Completion Date.

               B. ELECTION BY OFFEREE. For a period of thirty (30) days
          following the date of receipt by the Offeree of the First Refusal
          Notice (the "First Refusal Period"), the Offeree shall have the option
          to purchase all, but not less than all, of the Subject Interest
          specified in the First Refusal Notice for the price and on the terms
          stated in the First Refusal Notice. In the alternative the Offeree
          shall have the option to sell its entire Percentage Interest in the
          Partnership to the Purchaser as set forth in subparagraph (D) hereof.
          If the Offeree elects to purchase the Subject Interest it must notify
          the Offeror in writing (the "First Refusal Exercise Notice") within
          said 30-day period, and such notice must be accompanied by a First
          Refusal Deposit (defined below). If the Offeree fails to send a First
          Refusal Exercise Notice or to deliver a First Refusal Deposit within
          said 30-day period it shall be deemed to have elected not to purchase.
          "First Refusal Deposit" shall mean an amount equal to 5% of the price
          set forth in the First Refusal Notice.

               C. CLOSING.

                    1. If the Offeree elects to so purchase the Subject
               Interest, the transfer of the Subject Interest specified in the
               First Refusal Notice from the Offeror to the Offeree shall be
               closed and consummated in the principal office of the Company at
               11:00 a.m., local time, on the sixtieth (60th) day following the
               date of the First Refusal Exercise Notice (or if such date is not
               a business day, the business day next following such day), or on
               such earlier day as may be selected by the Offeree. At the
               closing, the Offeree shall deliver to the Offeror (i) such
               portion of the Refusal Price which is payable at closing in
               accordance with the terms of the First Refusal Notice in cash
               (U.S. dollars) by wire transfer representing immediately
               available Federal Reserve System funds and (ii) the promissory
               note and the applicable security instruments, if any, required by
               the First Refusal Notice. Simultaneously with the receipt of such
               payment, the Offeror shall deliver the Subject Interest to the
               Offeree free and clear of all liens, security interests and
               competing claims (other than security interests granted in favor
               of the Offeree to secure any Contribution Loans made by the
               Offeree on behalf of the Offeror and not fully credited as
               hereinafter provided) and shall deliver to the Offeree such
               instruments of transfer and such evidence of due authorization,
               execution and delivery and of the absence of any such liens,
               security interests or competing claims as the Offeree shall
               reasonably request. The Refusal Price paid at closing shall be
               reduced by the amount of any outstanding Contribution Loans made
               by the Offeree to the Offeror, together with all accrued interest
               thereon and the costs (including loss of benefits and/or
               increased taxes), if any, associated with any termination under
               Section 708(b) (1) (B) of the Code caused by the transfer.

                    2. If, by virtue of the election of the Offeree to purchase
               any Subject Interest in accordance with the provisions of this
               SECTION 11.3, the holder of any loan to the Partnership under
               which the Offeror or any of its Affiliates has personal liability
               has the right to, and notifies the Partnership of its intent to
               accelerate the loan, it shall be a condition to the closing that
               the Offeree repay such loan (plus any deferred and accrued and
               unpaid interest thereon and any required prepayment premium
               and/or yield maintenance fees), or have the Offeror and its
               Affiliates as applicable, released from personal liability for
               payment of the loan and any guaranty thereof by a written
               instrument reasonably satisfactory to the Offeror, at the closing
               of the sale of such Subject Interest.

               D. SALE OF PROJECT TO THIRD PARTY.

                    1. During the First Refusal Period, the Offeree shall also
               have the option to sell its entire Percentage Interest in the
               Partnership and (y) the interest of any Affiliate in the General
               Partner (collectively the "Entire Interest") to the Purchaser. If
               the Offeree elects to sell its Entire Interest to the Purchaser,
               it must notify the Offeror in writing (the "Sale Notice") within
               the First Refusal Period. If Offeree fails to send a Sale Notice
               within said time 30-day period, it shall be deemed to have
               elected not to sell its Entire Interest.

                    2. If the Offeree elects to sell its Entire Interest, the
               Offeror shall proceed to consummate a sale of both the Subject
               Interest, any interest held by an Affiliate of the Offeror in the
               General Partner and the Offeree's Entire Interest (the entire
               Project) to the Purchaser at a purchase price equal to the
               product of (i) the Refusal Price and (ii) the quotient resulting
               from the division of (x) one (1) by (y) the percentage interest
               in the Partnership represented by the Subject Interest, subject
               to all liabilities of the Partnership as of the date of the First
               Refusal Notice. For example, if the Refusal Price for the
               Offeror's Percentage Interest is $1,000,000 and the Subject
               Interest equals 50%, then the entire Project may be sold at a
               purchase price equal to $2,000,000 ($1,000,000 times 1.00/.50).
               The purchase price shall be payable as set forth in Section
               11.3(a); provided however, that if a portion of the purchase
               price is to be deferred, then the required collateral for such
               deferred payment shall be a first mortgage on the Project and/or
               a certificate of deposit, irrevocable stand-by letter of credit
               or other type of collateral which is generally available, liquid
               and not unique and no more than 50% of the purchase price may be
               deferred. The form of the contract of sale shall be subject to
               the reasonable approval of the Offeree, and the contract shall be
               executed, and close, within the time frames, identified in
               Subparagraph (e)(i) of this section. If the holder of any loan to
               the Partnership under which a Partner or Partners or Affiliates
               have personal liability has the right to and notifies the
               Partnership of its intent to accelerate the loan, it shall be a
               condition to the closing that the Purchaser repay such loan and
               obtain releases from the lender of any guaranties given in
               connection therewith. Costs incurred in connection with the
               drafting and negotiation of the contract of sale (excluding,
               however, costs incurred by the Offeree in commenting on same) and
               any conveyance, transfer or similar taxes payable in connection
               with the closing shall be expenses of the Partnership.

               E. SALE OF SUBJECT INTEREST TO THIRD PARTY.

                    1. If the Offeree fails to exercise its right to purchase
               the Subject Interest, or if the Offeree exercises its right to
               purchase but through no fault of the Offeror subsequently fails
               to purchase the Subject Interest within the time specified, or
               the Offeree fails to offer to sell its entire Percentage Interest
               to the Purchaser, then the Offeror shall have the right, for four
               (4) months after the expiration of the First Refusal Period, to
               obtain a bona fide, binding contract for the sale of such Subject
               Interest to the third party which is identified as the
               prospective purchaser in the First Refusal Notice, so long as
               such third party is not an Affiliate of the Offeror (a
               "Purchaser") for a price and on terms and conditions consistent
               with SECTION 11.3(A) which are no less favorable to the Offeror
               than those stated in the First Refusal Notice, except that any
               such contract must provide for a closing of the purchase and sale
               of such Subject Interest within sixty (60) days after the date of
               such contract; PROVIDED, that if the Offeree fails to purchase
               the Offeror's Subject Interest in breach of a commitment by the
               Offeree to do so the Offeror shall have, as its sole remedy, the
               right to retain the First Refusal Deposit as liquidated damages
               and not as a penalty, and in addition thereto the above
               four-month limitation on the Offeror's rights to obtain a binding
               contract with a third party shall be extended to six (6) months.

                    2. In the event the Offeror proposes to consummate a sale of
               the Subject Interest to the Purchaser identified pursuant to
               SECTION 11.3(A) hereof within the time specified and in a manner
               otherwise consistent with the requirements of SECTIONS 11.3(D)(1)
               above, the Purchaser shall not be entitled to any benefits or
               rights under this Agreement unless and until:

                         a. The Offeree shall reasonably approve the form and
                    content of the instruments of transfer;

                         b. The Purchaser in writing accepts and adopts all of
                    the terms and conditions of this Agreement, as the same may
                    have been amended, including, without limitation, the
                    restrictions on transfer set forth in SECTION 11.2, and
                    acknowledges that the Offeror's rights under this SECTION
                    11.3 are transferable, but shall not be available for a
                    period of two (2) years, to such Purchaser;

                         c. The Offeror or the Purchaser, as the case may be,
                    pays all debts of the Offeror then due and payable to the
                    Partnership or to the Offeree (including interest accrued
                    thereon) and all capital contributions then due and payable
                    by the Offeror to the Partnership;

                         d. The Offeror or the Purchaser pays all reasonable
                    expenses incurred by the Offeree from the date the Offeree
                    last declines to purchase the Subject Interest through the
                    date on which the Subject Interest is transferred to the
                    Purchaser, including, without limitation, legal and
                    accounting fees, and pays all costs incurred by the
                    Partnership as the result of such transfer, including,
                    without limitation, real or personal property transfer
                    taxes, if any, imposed on the Partnership by virtue of the
                    transfer and the cost of preparing and filing any and all
                    tax returns which are required to be filed as a result of
                    such sale; and

                         e. If required by the Offeree, the Purchaser delivers 
                    an opinion of counsel to the Partnership, which counsel and
                    opinion are satisfactory to the Offeree, that an exemption
                    from registration or qualification under the Securities Act
                    of 1933, as amended, and under all applicable statutes,
                    rules or laws of any state which may be applicable thereto
                    is available.

                    3. In the event the Offeror is an Affiliate of the operating
               member of the General Partner and/or an Affiliate of the manager
               under the Management Agreement, the non-operating member shall
               have the right to become the operating member and the manager
               under the Management Agreement (or to have an Affiliate become
               the manager) upon sale of the Subject Interest by giving notice
               of exercise to the Offeror.

               F. REINSTATEMENT OF FIRST REFUSAL PROCEDURE. In the event the
          Offeror fails within the time specified in SECTION 11.3(D) OR SECTION
          11.3(E), AS APPLICABLE, to consummate such proposed sale, through no
          fault of the Offeree, the Offeror shall reimburse the Offeree for its
          above-described costs and shall, prior to any subsequent proposed sale
          of the Subject Interest be required to extend to the Offeree, and the
          Offeree shall have, the rights of First Refusal set forth in this
          SECTION 11.3. Except as otherwise permitted by this Agreement, any
          sale, assignment or other transfer by a Partner of its Percentage
          Interest or any portion thereof in violation of the restrictions and
          procedures set forth in this SECTION 11.3 shall be void.

               G. RELATIONSHIP TO BUY-SELL. Neither Chelsea nor Simon may invoke
          the provisions of this Section 11.3 during any period when the
          buy/sell option described in Section 11.4 hereof has been invoked but
          closing thereunder has not yet occurred.

               H. OFFER BY MEMBER TO MEMBER. Notwithstanding anything to the
          contrary in this Section 11.3, from and after the Project Completion
          Date, Chelsea and Simon shall have the right to make offers to the
          other for the purchase and sale of all or any portion of their
          respective Partnership Interests. Such offers shall not be subject to
          the First Right of Refusal Procedure and the party receiving same
          shall not be obligated to take any action with respect thereto.

          11.4 BUY-SELL

               A. Except as hereinafter set forth, at any time following the
          date which is six full calendar (6) years after the Project Completion
          Date, either Partner (the "Offeror"), provided such Partner is not
          then a Defaulting Partner, may by giving the other Partner (the
          "Offeree") written notice (the "Sale Notice") implement the sale
          procedures which are set forth in this SECTION 11.4. The Offeror must
          offer the Entire Interest as previously defined in SECTION 11.3(D).
          Prior to implementing the sale procedures, the Partner wishing to
          trigger the buy-sell shall first be obligated to notify the other
          Partner of its desire to sell its Entire Interest and the Partners
          shall thereafter commence good faith discussions to determine whether
          or not they mutually agree upon the terms and conditions for the sale
          of one Partner's Entire Interest in the Partnership to the other
          Partner. If the Partners are unable to agree, then upon the earlier to
          occur of thirty (30) days after commencement of discussions or the
          date either party notifies the other that it does not want to continue
          discussions, the Offeror may deliver the Sale Notice which shall state
          the cash price (determined or to be determined as set forth in
          subparagraph (E) below) at which the Offeror would be willing to sell
          its Entire Interest in the Partnership to the Offeree or to purchase
          the Offeree's Entire Interest in the Partnership.

               B. Except as hereinafter set forth, no Partner may give the Sale
          Notice described in SECTION 11.4(A) during the Construction Period or
          for six(6) years after the Project Completion Date.

               C. If there is a merger, consolidation, or other business
          reorganization of Chelsea or Chelsea, Inc. or Simon, Simon, Inc., SD
          Inc., or SPG as a result of which a Change in Control occurs (as
          defined in Section 1.15), then the non-merging, non-consolidating or
          non-reorganizing Partner may, at its option implement the Buy-Sell
          procedures set forth in this Section 11.4 regardless of the period of
          time that has elapsed subsequent to the Project Completion Date.

               D. If any Partner shall choose to deliver a Sale Notice, upon
          receipt of the Sale Notice given and delivered pursuant to SECTION
          11.4(A), the Offeree shall be obligated to elect, in accordance with
          the provisions of this SECTION 11.4, either to purchase the Offeror's
          Entire Interest in the Partnership or to sell its Entire Interest in
          the Partnership to the Offeror for cash at the closing described in
          SECTION 11.5.

               E. The purchase price (the "PURCHASE PRICE") for any purchase and
          sale of the Entire Interest in the Partnership of a Partner under this
          SECTION 11.4 shall be equal to the cash amount set forth in the Sale
          Notice (less the outstanding principal balance of the mortgage,
          transfer taxes and prepayment premiums or other amounts payable to the
          lender, which amount shall be adjusted for the respective Percentage
          Interests of the Partners).

               F. The Offeree shall give written notice of its election to the
          Offeror within 30 days after receipt of the Offer. Failure of the
          Offeree to give notice that such Offeree has elected to purchase the
          Offeror's Entire Interest in the Partnership shall be conclusively
          deemed to be an election of the Offeree to sell to the Offeror its
          Entire Interest in the Partnership.

               G. If the holder of any loan to the Partnership under which the
          selling Partner or any Affiliate thereof has personal liability, has
          the right to, and notifies the Partnership of its intent to accelerate
          such loan, it shall be a condition to the closing that the purchasing
          Partner repay such loan (plus any deferred and accrued and unpaid
          interest thereon and any prepayment premium and/or yield maintenance
          fees) at the closing, or have the selling Partner or any Affiliate
          thereof released from liability for payment of the loan and any
          guarantees made in connection therewith by a written instrument
          reasonably satisfactory to the selling Partner, and the failure to do
          so will cause such Partner to be a Defaulting Partner. The purchasing
          Partner agrees to indemnify the selling Partner and its Affiliates and
          hold each of them harmless from and against any damage, loss or
          liability to any of them as a result of the indemnifying party's
          failure to repay such loan at the closing in accordance with the
          provisions hereof. In addition, the selling Partner may, in its sole
          and absolute discretion, and without prejudice to any other legal or
          equitable remedies it may have, refuse to proceed with the closing
          unless simultaneously therewith any such loan is so repaid.

               H. The Offeree's election for which notice is given pursuant to
          subparagraph (F) shall create a binding contract for the purchase by
          Offeree of Offeror's Entire Interest or sale, as the case may be, of
          the Offeree's Entire Interest in the Partnership on the terms set
          forth in this SECTION 11.4. If the Offeree shall thereafter be in
          breach of its obligation to close the purchase or sale in accordance
          with such election, such Partner shall be a Defaulting Partner and in
          addition to all other rights and remedies herein provided, the Offeror
          shall have all remedies at law or in equity. In the event the Offeror
          shall be in breach of its obligation to close the purchase or sale
          herein provided, then such Partner shall be a Defaulting Partner, and
          in addition to all other rights and remedies herein provided, the
          Offeree shall have all remedies available in law or at equity.

          11.5 CLOSING OF PURCHASE OF A PARTNER'S INTEREST.

               A. The closing of any sale of a Partner's interest pursuant to
          SECTION 11.4 shall be held at the office where the principal place of
          business of the Partnership is located on the 120th day after the
          election by the Offeree (unless the Partners agree to a different
          mutually acceptable date), unless such 120th day is not a business
          day, in which event the closing shall take place on the first business
          day following such 120th day. Within 30 days prior to such closing,
          there shall be a preliminary closing at which the Partners shall act
          diligently and in good faith to agree upon the form and substance of
          all documents necessary to effectuate the closing.

               B. At the closing, an assignment and, if requested by the
          purchasing Partner, a bill of sale (both with covenants against
          grantor's acts) from the selling Partner to the purchasing Partner of
          the selling Partner's Percentage Interest in the Partnership and any
          Affiliate's interest in the General Partner, therein, together with
          such other instruments and documents as may be reasonably necessary or
          desirable to effectuate the sale and transfer to the purchasing
          Partner, shall be deposited in escrow under an escrow agreement and
          with an escrow agent approved by the Partners, which approval shall
          not be unreasonably withheld. If there is any dispute between the
          Partners, any title company which issued a fee title policy to the
          Partnership or acted as co-insurer or reinsurer may be designated by
          any Partner as the escrow agent. The instruments and documents to be
          deposited in escrow at the closing shall be legally sufficient to
          convey the selling Partner's interest in the Partnership to the
          purchasing Partner, free and clear of all mortgages, deeds of trust,
          liens and encumbrances. The purchase price shall be paid to the
          selling Partner by federal wire transfer of immediately available
          funds to an account designated by the selling Partner.

               C. In the event there are any conveyance, transfer or similar
          taxes payable as an incident to the conveyances at the preliminary
          closing or the closing, such taxes shall be expenses of the
          Partnership. In the event that any title insurance company insuring
          the title of the Partnership to the Project shall refuse to endorse
          its policy of title insurance to reinsure the Partnership's title to
          the Project effective immediately after the transfer to the purchasing
          Partner without exception other than as set forth in the original
          policy of title insurance (other than exceptions for real estate
          taxes, rights of tenants in possession, as tenants only, any surviving
          deeds of trust, mortgages, liens or charges against the Project, any
          easements created by the Partnership and Approved by the Partners, and
          any other matter Approved by the Partners at any time or from time to
          time), then the assignment from the Offeror to the purchasing Partner
          shall contain general warranties of its title to its interest in the
          Partnership and the Project.

          11.6 ASSUMPTION OF LIABILITIES.

               A. At any closing held pursuant to SECTION 11.5, the purchasing
          Partner shall, by a legally enforceable agreement, assume the payment
          of all obligations of the Partnership accruing after closing,
          including, without limitation, any indebtedness under any lien on the
          Project identified in the Offer to the extent that the Partners have
          personal liability therefor, and shall further secure the release of
          the selling Partner's or any Affiliate's guarantees, if any.

               B. If, at the time of the purchase of the selling Partner's
          interest, the Project is subject to any mortgage, deed of trust, lien
          or charge, other than those which were in existence at the time of the
          Sale Notice and used to calculate the Purchase Price, the purchasing
          Partner shall discharge, assume, or take subject to such mortgage,
          deed of trust, lien or charge and reduce the amount of the Purchase
          Price otherwise payable pursuant to SECTION 11.4(D) by the selling
          Partner's pro rata share of the amount of money as would be required
          to discharge such mortgage, deed of trust, lien or charge (including,
          without limitation, any and all prepayment premiums or penalties). In
          addition, if such an encumbrance shall have been placed by the selling
          Partner in contravention of the terms and provisions of this
          Agreement, then the purchasing Partner shall also have all of the
          rights provided in SECTION 11.4 with respect to a default by the
          selling Partner, and the purchasing Partner shall not be required to
          close the purchase and sale of the interest of the selling Partner in
          the Partnership.

               C. Unless the Sale Notice provides otherwise, if the Project is
          damaged by fire or other casualty, or if any party possessing the
          right of eminent domain or such similar right shall give notice of an
          intention to take or acquire a part of the Project, and such damage
          occurs, or such notice is given between the date of the Sale Notice
          and the closing, the following shall apply:

                    1. If the Project is damaged by an insured casualty (or an
               uninsured casualty not resulting in significant damage, which for
               the purposes of this subsection only shall mean damage the cost
               to repair of which would not exceed $1,000,000), or if the taking
               or acquisition shall not involve a substantial portion of the
               Project resulting in an other than substantial reduction in
               income, then the Offeree shall be required to complete the
               transaction and accept an assignment of the insurance or
               condemnation proceeds, in which case the Purchase Price shall be
               reduced by a portion of the uninsured casualty, if any, equal to
               the amount of the uninsured casualty multiplied by the selling
               Member's Entire Interest, and shall be further reduced by the sum
               of all deductible amounts specified under the policies of
               insurance multiplied by the selling Member's Entire Percentage
               Interest.

                    2. If the Project is damaged by an uninsured casualty
               resulting in significant damage, or if the taking or acquisition
               shall or may result in a substantial reduction in the income
               producing capacity of the Project, then the purchasing Partner
               shall have the option to either (1) accept the Entire Interest in
               the Project in an "as is" condition together with any insurance
               proceeds, settlements and awards (in which case the Purchase
               Price shall be reduced by the sum of all deductible amounts
               specified under policies of insurance multiplied by the selling
               Partner's Entire Interest), or (2) cancel the purchase.

          In the event that the purchase is canceled by the purchasing Partner
in accordance with this SECTION 11.6(C), the terms of this Agreement shall
remain in effect and continue to be binding on the parties.

          11.7 CONTINUATION OF PARTNERSHIP UPON GENERAL PARTNER WITHDRAWAL. The
retirement, withdrawal, Bankruptcy, dissolution, death or adjudication of
incompetence of the General Partner shall cause the dissolution of the
Partnership, unless the Partners elect, by unanimous consent (other than the
affected partner or its successor in interest), within ninety (90) days of such
event, to continue the Partnership and the Partnership business. If such
election to continue is made, then (i) the Partnership shall not be dissolved;
(ii) the Partnership and the Partnership business shall be continued; (iii) a
Successor General Partner shall be appointed by the Consent of the Partners in
accordance with Section 11.8 hereof and the Partnership Interest of the
Bankrupt, retired, deceased, dissolved or incompetent General Partner shall be
converted to a Partnership Interest as a Limited Partner; and (iv) this
Agreement and the Certificate shall be amended to reflect (a) such continuation
of the Partnership, (b) if applicable, the conversion of such General Partner's
Partnership Interest to a Limited Partner's Partnership Interest, and (c) the
admission of the Successor General Partner(s) designated pursuant to clause
(iii) of this Section 11.7.

          11.8 ELECTION OF SUCCESSOR GENERAL PARTNER.

               A. A Person shall be admitted as a Successor General Partner only
          if the following terms and conditions are satisfied:

                    1. Except as otherwise provided herein, the admission of
               such Person as a General Partner shall have been agreed to by the
               Consent of the Partners (other than the affected partner or its
               successor in interest);

                    2. The person shall have accepted and agreed to be bound by
               all the terms and provisions of this Agreement and the
               Certificate, by executing a counterpart thereof and such other
               documents or instruments as may be required or appropriate in
               order to effect the admission of such Person as a Successor
               General Partner; and

                    3. An amended Certificate evidencing the admission of such
               Person as a General Partner shall have been filed for recordation
               under the Act.

                    B. Notwithstanding Section 11.8(a) hereof, in the event
               Chelsea or Simon acquires the Entire Interest of the other
               pursuant to Section 11.3 or 11.4 then Chelsea or Simon or an
               Affiliate thereof, as the case may he, shall be admitted as a
               Successor General Partner without the Consent of all Partners
               pursuant to Section 11.8(a) hereof.

<PAGE>

          11.9 ADMISSION OF SUBSTITUTE LIMITED PARTNER. Notwithstanding any
other provision under this Agreement, no transferee of a Limited Partner's
Partnership Interest shall become a substituted Limited Partner unless (i) such
transferee shall have executed an instrument satisfactory in form and substance
to the General Partner accepting and agreeing to be bound by all the terms of
this Agreement, (ii) the General Partner has given its Consent thereto, which
may be withheld in its sole discretion; and (iii) all applicable requirements
imposed by this Article 11 have been fulfilled. Absent such substitution, an
assignor of a Limited Partner's Partnership Interest shall continue to be a
Limited Partner with all of the rights and obligations thereof, except for
entitlement to any Partnership distributions or allocations attributable to such
Partnership Interest.

          11.10 DEATH, INCOMPETENCE OR DISSOLUTION OF A LIMITED PARTNER. The
adjudication of Bankruptcy or insolvency, dissolution or termination of any
partnership or corporate Limited Partner, or the death or adjudication of
insanity, incompetence, Bankruptcy or insolvency of any individual Limited
Partners (other than a Limited Partner who is also a General Partner) shall not
dissolve the Partnership. In such event, the executors or administrators of the
estate of the deceased Limited Partner, or the committee or other legal
representatives of the estate of the insane, incompetent, bankrupt or insolvent
Limited Partner, shall, for the purposes of settling the estate, have all of the
rights of a Limited Partner and be subject to the provisions of this Agreement,
including this Article 11.


                  ARTICLE 12 - TERM; DISSOLUTION OF PARTNERSHIP

          12.1 TERM.
The Partnership shall continue in effect until December 31, 2050, unless sooner
dissolved and liquidated in accordance with the provisions hereof. All
provisions of this Agreement relative to dissolution and liquidation shall be
cumulative and the exercise or use of one of the provisions hereof shall not
preclude the exercise or use of any other provisions.

          12.2 EVENTS OF DISSOLUTION. The Partnership shall be dissolved upon
the occurrence of any of the following events:

               A. Subject to the provisions of Section 11.7 hereof, the
          adjudication of Bankruptcy or insolvency, dissolution or termination
          of the General Partner

               B. The expiration of the term of the Partnership;

               C. The sale or other disposition (through condemnation or
          otherwise) of all or substantially all of the Land and the Project and
          completion of the purposes of the Partnership; or

               D. When Partners owning more than seventy-five percent (75%) of
          the aggregate Partnership Interests shall so determine in writing.

          12.3 WINDING-UP OF PARTNERSHIP. Upon dissolution of the Partnership,
the General Partner then remaining (or if there is no remaining General Partner,
Limited Partners owning a majority of the total Limited Partners' Partnership
Interests), shall proceed with dispatch and without any unnecessary delay to
wind up the business affairs of the Partnership, to sell or otherwise liquidate
the Partnership assets and Partnership Property, and, after paying or duly
providing for all liabilities to creditors of the Partnership, to distribute the
net proceeds and any other liquid assets of the Partnership among the Partners
in the manner set forth in Section 7.8 hereof.

          12.4 TERMINATION OF PARTNERSHIP. The Partnership shall terminate when
(i) all property and assets owned by the Partnership shall have been disposed
of, (ii) the net proceeds therefrom and any other liquid assets of the
Partnership, after payment of or due provision for all liabilities to creditors
of the Partnership, shall have been distributed to the Partners as provided in
Section 7.8 hereof, and (iii) the Certificate has been amended (terminated) of
record to reflect such termination. With respect to any and all distributions
made to Partners (general or limited) pursuant to Section 7.8 hereof, and with
respect to the aforesaid termination of the Partnership, no Partner shall have
any liability or obligation to the Partnership or to any other Partner to
contribute any cash or other property to the Partnership or to any other
Partner, or to defer or forego the receipt of any cash or other property from
the Partnership, by reason of any deficit in such Partner's Capital Account at
such time.

                      ARTICLE 13 - MISCELLANEOUS PROVISIONS

          13.1 NO AGENCY; NO LIMITATION OF BUSINESS ACTIVITIES BY PARTNERS.
Except as provided in this Agreement, nothing herein contained shall be
construed to constitute any Partner hereof the agent of any other Partner hereof
or to limit the Partners in any manner in the carrying on of their own
respective businesses or activities. Any Partner may engage in and/or possess
any interest in other businesses and real estate ventures of every nature and
description, independently or with others, including but not limited to, the
ownership, financing, leasing, operation, management, syndication, brokerage and
development of real property, and neither the Partnership nor any Partner hereof
shall have any rights in or to any such independent venture or the income or
profits derived therefrom.

          13.2 PARTNERSHIP INTERESTS TREATED AS PERSONALTY. The Partnership
Interests of all Partners, and the interest of all Partners in and to the
Partnership and the assets and property of the Partnership, shall be deemed for
all purposes to be personal property and not real property. All real and other
property owned by the Partnership shall be deemed to be owned legally and
beneficially solely by the Partnership as a separate entity, and no Partner,
individually, shall have any direct ownership interest in any such Partnership
Property.

          13.3 EFFECT OF CONSENT OR WAIVER. No consent or waiver, express or
implied, by any Partner to or of any breach or default by any other Partner in
the performance by such other Partner of its obligations hereunder shall be
deemed or construed to be a consent or waiver to or of any other breach or
default by such other Partner in the performance by such other Partner of the
same or any other obligations of such Partner hereunder. Failure on the part of
any Partner to object to or complain of any act or failure to act of any of the
other Partners or to declare any of the other Partners in default, irrespective
of how long such failure continues, shall not constitute a waiver by any such
Partner of its rights hereunder.

          13.4 SECTION HEADINGS AND PRONOUNS. All headings contained in this
Agreement are for convenience of reference only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this
Agreement or any provisions hereof. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, neuter, singular or plural,
as the identification of the Person or Persons may require.

          13.5 SEVERABILITY. The provisions of this Agreement shall be deemed
severable, and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the remainder of this Agreement or any
valid clause of any invalid portion. The Partners shall amend this Agreement to
replace any such invalid or unenforceable provision with a valid and enforceable
provision which comes closest to the intent of the Partners with respect to such
invalid or unenforceable provision.

          13.6 PARTITION. Each of the parties hereof irrevocably waives during
the term of the Partnership any right it may have , to maintain an action for
partition with respect to Partnership Property and any other Partnership assets.

          13.7 NO BENEFIT TO CREDITORS. No provision of this Agreement is
intended to be for the benefit of any creditor or any other Person (other than a
Partner in its capacity as a Partner) to whom any debts, liabilities or
obligations are owed by the Partnership or any Partner, and no such Person shall
be deemed to be a third party beneficiary of any provision of this Agreement.

          13.8 ENTIRE AGREEMENT. This Agreement, including all exhibits and
appendices hereto, which are incorporated herein by this reference, sets forth
all (and is intended by all parties hereto to be an integration of all) of the
promises, agreements, conditions, understandings, warranties and representations
among the parties hereto with respect to the terms of the Partnership, the
conduct of the Partnership business and the property of the Partnership, through
the date hereof, and there are no promises, agreements, conditions,
understandings, warranties or representations, oral or written, express or
implied, with respect thereto among them, through the date hereof, other than as
set forth herein.

          13.9 GOVERNING LAW; LITIGATION. It is the intention of the parties
hereto that all questions with respect to the construction of this Agreement and
the rights and liabilities of the parties hereto shall be determined in
accordance with the laws of the State of Florida. In the event the Partnership
or any Partner (or its Affiliates) institutes litigation or an administrative
action against, Chelsea or any of its Affiliates, and/or Simon or any of its
Affiliates, relating to a claim arising under this Agreement or related to the
Land or Project the parties hereto agree that the prevailing party in such
litigation or administrative action shall be entitled to recover its
out-of-pocket costs and expenses of defending or maintaining such litigation or
administrative action, including without limitation, attorneys' fees. With
respect to any action initiated by a Partner in the nature of a derivative
action, the Partner initiating the derivative action shall be obligated to
reimburse the Partnership for any obligation incurred by the Partnership
pursuant to this Section 13.9 if such Partner is the losing party in such
litigation or administrative action. For purposes of the foregoing, a Partner
who is an Affiliate of a party which is the losing party in such litigation or
administrative action shall be obligated to reimburse the prevailing party for
the costs and expenses of such litigation or administrative action.

          13.10 BINDING EFFECT. This Agreement is binding upon, and shall inure
to the benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors and permitted
assigns.

          13.11 NOTICES. Notices required herein shall be sent to the following
addresses:

      If to S/C Orlando:       S/C Orlando Development LLC
                               c/o Chelsea GCA Realty, Inc.
                               103 Eisenhower Parkway
                               Roseland, New Jersey 07068
                               Attention: Chief Executive Officer
                               Fax: (973) 228-1694

      with a copy to:          Simon Property Group, L.P.
                               National City Center
                               115 West Washington Street
                               Indianapolis, Indiana 46204
                               Attention: Chief Executive Officer
                               Fax: (317) 265-7177

      If to Chelsea:           Chelsea GCA Realty Partnership, L.P.
                               103 Eisenhower Parkway
                               Roseland, New Jersey 07068
                               Attention: General Counsel
                               Fax: (973) 228-7913

      If to Simon:             Simon Property Group, L.P.
                               National City Center
                               115 West Washington Street
                               Indianapolis, Indiana 46204
                               Attention: General Counsel
                               Fax: (317) 685-7221

          13.12 GENERAL PARTNER AS ATTORNEY-IN-FACT FOR LIMITED PARTNERS.

               A. Each of the Limited Partners hereby appoints, and each newly
          admitted or substitute Limited Partner, by being admitted to the
          Partnership, automatically appoints the General Partner or any
          successor general partner for the General Partner, as its true and
          lawful attorney-in-fact to execute such amendments to this Agreement
          and the Certificate and other instruments and to do such other acts as
          may be required in the conduct of the Partnership business, consistent
          with the provisions of this Agreement and authorized by the General
          Partner to reflect, among other things, any of the following:

                    1. A change in the name of the Partnership or in the
               principal office or the resident agent of the Partnership;

                    2. The conversion of a General Partner Partnership Interest
               into a Limited Partner Partnership Interest, or the admission of
               a General Partner pursuant to any of the provisions of Article 11
               hereof;

                    3. The substitution of any successor General Partner or
               Limited Partners pursuant to the provisions of Article 11 hereof,
               or by unanimous Consent of all Partners;

                    4. The correction or clarification of any scrivener's error
               in this Agreement or the Certificate;

                    5. The execution and filing by the Partnership of any
               statement, amendment or other document required to be filed for
               record under any provision of the Act;

                    6. Any amendment to this Agreement or the Certificate which
               amendment is approved by the Partners or is required by the Act
               or any other applicable state or federal law to conform the
               Agreement and/or the Certificate to any requirements of the Act
               or any other applicable state or federal law; or

                    7. The amendment of EXHIBIT A hereto pursuant to the terms
               and conditions of this Agreement.

               B. The appointment of the attorneys pursuant to this Section
          13.12shall be irrevocable and coupled with an interest, and shall
          survive the disability of any Limited Partner.

          13.13 COUNTERPARTS AND EFFECTIVENESS.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument and may be executed and delivered by facsimile transmission with
each party executing the agreement (or a counterpart thereto) and delivering
such executed document by facsimile transmission with the original to follow by
actual delivery. The parties hereto intend to be legally bound and obligated by
this Agreement effective immediately upon the delivery of any such facsimile
transmission.


                          [End of Page 40]

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have hereunto affixed their
signatures as of the day and year first above written.

                               GENERAL PARTNER:

                               S/C ORLANDO DEVELOPMENT LLC,
                               a Delaware limited liability company
                                 By:  Chelsea GCA Realty Partnership, L.P.,
                                      a Delaware limited partnership,
                                   By:  Chelsea GCA Realty. Inc.,
                                        General Partner


                                    By:____________________________
                                    Its:___________________________


                               LIMITED PARTNERS:

                               Chelsea GCA Realty Partnership, L.P.,
                               a Delaware limited partnership
                                 By:  Chelsea GCA Realty. Inc.,
                                      a Maryland corporation,
                                      General Partner



                                    By:____________________________ 
                                    Its:___________________________

                               SIMON PROPERTY GROUP, L.P.,
                               a Delaware limited partnership

                                 By:   SIMON PROPERTY GROUP, INC.,
                                       a Delaware corporation, General Partner



                                    By:____________________________
                                    Its:___________________________

<PAGE>


              SIMON/CHELSEA ORLANDO DEVELOPMENT LIMITED PARTNERSHIP

                                  EXHIBIT A TO
                          LIMITED PARTNERSHIP AGREEMENT

                              SCHEDULE OF PARTNERS

NAME AND ADDRESS                            PARTNERSHIP INTERESTS
GENERAL PARTNER:
S/C Orlando Development LLC                          .5%
c/o Chelsea GCA Realty, Inc.
103 Eisenhower Parkway
Roseland, New Jersey 07068

LIMITED PARTNERS:

Chelsea GCA Realty Partnership, L.P.               49.75%
c/o Chelsea GCA Realty, Inc.
103 Eisenhower Parkway
Roseland, New Jersey 07068

Simon Property Group, L.P.                         49.75%
National City Center
115 West Washington Street
Indianapolis, Indiana 46204


<PAGE>


              SIMON/CHELSEA ORLANDO DEVELOPMENT LIMITED PARTNERSHIP

                                  EXHIBIT B TO
                          LIMITED PARTNERSHIP AGREEMENT

                                    THE LAND

<PAGE>


              SIMON/CHELSEA ORLANDO DEVELOPMENT LIMITED PARTNERSHIP

                                  EXHIBIT C TO
                          LIMITED PARTNERSHIP AGREEMENT

                    ADJUSTED PERCENTAGE INTEREST CALCULATION



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

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

and the percentage of the total contributions of Partner B is

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

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

<PAGE>


              SIMON/CHELSEA ORLANDO DEVELOPMENT LIMITED PARTNERSHIP

                          LIMITED PARTNERSHIP AGREEMENT

                                TABLE OF CONTENTS


SECTION                                                        PAGE


ARTICLE 1 - DEFINED TERMS.........................................1
   1.1  Act.......................................................1
   1.2  Adjusted Percentage Interest..............................1
   1.3  Affiliate.................................................1
   1.4  Agreement.................................................2
   1.5  Approved..................................................2
   1.6  Bankruptcy................................................2
   1.7  Bona Fide Offer...........................................2
   1.8  Budgets ..................................................2
   1.9  Business Day..............................................3
   1.10 Capital Account ..........................................3
   1.11 Capital Contribution......................................3
   1.12 Capital Contribution Balance..............................3
   1.13 Carrying Value............................................3
   1.14 Certificate...............................................4
   1.15 Change of Control.........................................4
   1.16 Chelsea...................................................4
   1.17 Deletion..................................................4
   1.18 Code......................................................4
   1.19 Consent...................................................4
   1.20 Construction Lender.......................................4
   1.21 Construction Loan.........................................4
   1.22 Deletion..................................................4
   1.23 Construction Period.......................................4
   1.24 Debt Service..............................................5
   1.25 Depreciation..............................................5
   1.26 Development Agreement.....................................5
   1.27 Dollars or $..............................................5
   1.28 Excess Negative Balance...................................5
   1.29 Fiscal Year...............................................5
   1.30 Funding Member............................................5
   1.31 General Partner...........................................5
   1.32 General Partnership Agreement.............................6
   1.33 Independent Accountants...................................6
   1.34 Initial Percentage Interest...............................6
   1.35 Land......................................................6
   1.36 Land Parcels..............................................6
   1.37 Limited Partner...........................................6
   1.38 Major Capital Event.......................................6
   1.39 Major Decision............................................6
   1.40 Management Agreement......................................6
   1.41 Minimum Gain..............................................6
   1.42 Negative Capital Account..................................6
   1.43 Net Ordinary Cash Flow....................................6
   1.44 Net Profits and Net Losses................................7
   1.45 Nonrecourse Debt..........................................8
   1.46 Nonrecourse Deductions....................................8
   1.47 Non-Contributing Member...................................8
   1.48 Non-Funding Member........................................8
   1.49 Notice....................................................8
   1.50 Operating Budget..........................................8
   1.51 Operating Expenses........................................8
   1.52 Partially Adjusted Capital Account........................8
   1.53 Partner...................................................8
   1.54 Deletion..................................................8
   1.55 Partner Minimum Gain......................................9
   1.56 Partner Nonrecourse Deductions............................9
   1.57 Partner Nonrecourse Debt..................................9
   1.58 Partnership Minimum Gain..................................9
   1.59 Partnership...............................................9
   1.60 Partnership Interest......................................9
   1.61 Partnership Property......................................9
   1.62 Percentage Interest.......................................9
   1.63 Percentage Interest Adjustment Date.......................9
   1.64 Permanent Loan............................................9
   1.65 Person....................................................9
   1.66 Plans.....................................................9
   1.67 Positive Capital Account..................................9
   1.68 Prime or Prime Rate......................................10
   1.69 Proceeds.................................................10
   1.70 Project..................................................10
   1.71 Project Completion Date..................................10
   1.72 Regulations..............................................10
   1.73 S/C Orlando..............................................10
   1.74 Simon....................................................10
   1.75 Simon, Inc...............................................10
   1.76 Target Capital Account...................................10
   1.77 Tax Matters Partner or TMP...............................10
   1.78 Total Project Costs......................................10
   1.79 Unreturned Capital Contributions Account.................11

ARTICLE 2 - FORMATION AND NAME; FILINGS; ASSUMED NAMES...........11
   2.1  Formation and Name.......................................11
   2.2  Filings..................................................11
   2.3  Assumed Names............................................11

ARTICLE 3 - PRINCIPAL OFFICE; ADDITIONAL OFFICES; RESIDENT AGENT.11
   3.1  Principal Office; Place of Business......................11
   3.2  Resident Agent...........................................11

ARTICLE 4 - BUSINESS OF PARTNERSHIP..............................12
   Business and Purpose of Partnership...........................12

ARTICLE 5 - PARTNERS AND PERCENTAGES OF PARTNERSHIP INTEREST.....12
   Partners; Percentage Interests................................12

ARTICLE 6 - CAPITALIZATION AND LOANS.............................12
   6.1  Initial Capital Contributions and Interests..............12
   6.2  Additional Capital Contributions.........................13
   6.3  Payment of Capital Contributions.........................13
   6.4  Default Capital Contributions............................13
   6.5  Amounts Incurred to Fund Construction Overages ..........16
   6.6  Liability of Limited Partners............................17
   6.7  No Interest on Capital Contribution......................17
   6.8  Withdrawal of Capital Contributions......................17
   6.9  Maintenance of Capital Accounts..........................17
   6.10 No Third Party Benefit...................................18

ARTICLE 7 - ALLOCATIONS AND DISTRIBUTIONS........................19
   7.1  General Allocation of Net Profits and Net Losses.........19
   7.2  Overriding Allocations of Net Profits and Net Losses.....19
   7.3  Section 754 and Other Elections..........................20
   7.4  Partial Taxable Year.....................................21
   7.5  Intent...................................................21
   7.6  Use of Proceeds..........................................21
   7.7  Distribution of Net Ordinary Cash Flow...................21
   7.8  Distributions Upon Major Capital Event...................21
   7.9  Distribution of Cost Savings.............................22

ARTICLE 8 - LEGAL TITLE TO PARTNERSHIP PROPERTY..................22
   8.1  Legal Title..............................................22
   8.2  Matters Affecting Legal Title............................22

ARTICLE 9 - MANAGEMENT OF BUSINESS...............................23
   9.1  Duties, Rights and Powers of the Managing General 
        Partner; Fees and Costs; Indemnification.................23
   9.2  Budgets..................................................23
   9.3  Management Agreement, Management Fees....................24
   9.4  Development Agreement; Development and Leasing Fees......24
   9.5  Post-Initial Lease-Up Fees...............................24
   9.6  Third Party Services.....................................24
   9.7  Costs....................................................24
   9.8  Liability of Limited Partners............................24
   9.9  Indemnification of General Partner.......................25


ARTICLE 10 - FISCAL YEAR; BANK ACCOUNTS; BOOKS AND RECORDS; 
             TAX ELECTION........................................25
   10.1 Bank Account.............................................25
   10.2 Books and Records........................................25
   10.3 Records Required Under the Act...........................26
   10.4 Tax Matters Partner......................................26

ARTICLE 11 - TRANSFERS...........................................26
   11.1 Limitation on Assignment by General Partner..............26
   11.2 Limitation on Assignment by Limited Partners ............27
   11.3 Third Party Offers to Chelsea, Simon or S/C Orlando......28
   11.4 Buy/Sell.................................................32
   11.5 Closing of Purchase of a Partner's Interest..............33
   11.6 Assumption of Liabilities................................34
   11.7 Continuation of Partnership Upon General Partner 
        Withdrawal...............................................35
   11.8 Election of Successor General Partner....................35
   11.9 Admission of Substitute Limited Partner..................36
   11.10 Death, Incompetence or Dissolution of a Limited Partner.36

ARTICLE 12 - TERM; DISSOLUTION OF PARTNERSHIP....................36
   12.1 Term.....................................................36
   12.2 Events of Dissolution....................................36
   12.3 Winding-Up of Partnership................................36
   12.4 Termination of Partnership...............................37

ARTICLE 13 - MISCELLANEOUS PROVISIONS............................37
   13.1 No Agency; No Limitation of Business Activities 
        by Partners..............................................37
   13.2 Partnership Interests Treated as Personalty..............37
   13.3 Effect of Consent or Waiver..............................37
   13.4 Section Headings and Pronouns............................37
   13.5 Severability.............................................37
   13.6 Partition................................................38
   13.7 No Benefit to Creditors..................................38
   13.8 Entire Agreement.........................................38
   13.9 Governing Law; Litigation................................38
   13.10 Binding Effect..........................................38
   13.11 Notices.................................................38
   13.12 Managing General Partner as Attorney-in-Fact for 
         Limited Partners........................................39
   13.13Counterparts and Effectiveness...........................40



EXHIBITS:

Exhibit A
   Schedule of Partners..........................................42
Exhibit B
   The Land......................................................43
Exhibit C
   Adjusted Percentage Interest Calculation......................44

<PAGE>


              SIMON/CHELSEA ORLANDO DEVELOPMENT LIMITED PARTNERSHIP
                          A FLORIDA LIMITED PARTNERSHIP


                          LIMITED PARTNERSHIP AGREEMENT