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EXHIBIT 10.62






                          PARTNERSHIP AGREEMENT

                                   OF

                    SM PORTFOLIO LIMITED PARTNERSHIP



                             By and Between



                    MACERICH EQ LIMITED PARTNERSHIP,



                          MACERICH EQ GP CORP.,



                 SDG EQ DEVELOPERS LIMITED PARTNERSHIP,


                                   and


                         SDG EQ ASSOCIATES, INC.




                               Dated as of
                            February 24, 1998




________________________________________________________________________


                            TABLE OF CONTENTS



                                ARTICLE 1

                    Formation and Organization                  1
     1.1  Formation                                             1
     1.2  Name                                                  1      
     1.3  Character of the Business                             1
     1.4  Principal Office                                      2
     1.5  Term                                                  2
     1.6  Title to Property                                     2
     1.7  Payments of Individual Obligations                    2
     1.8  Other Business Interests                              2
     1.9  Transactions with Affiliates                          3


                                ARTICLE 2

         Capital Contributions and Other Financing Matters      3
     2.1  Percentage Interests                                  3
     2.2  Initial Capital Contributions                         4
     2.3  Additional Capital Contributions                      6
     2.5  Other Matters                                         9
     2.6  No Third Party Beneficiary                            9
     2.7  Third Party Financing                                10

                                ARTICLE 3

                           Distributions                       10
     3.1  Distributions                                        10
     3.2  Distributions after Dissolution                      10
     3.3  Timing of Distributions Among Partners               10

                                ARTICLE 4

         Allocations and Other Tax and Accounting Matters      10
     4.1  Allocations                                          10
     4.2  Accounting, Books and Records                        10
     4.3  Reports                                              11
     4.4  Tax Returns; Information                             11
     4.5  Special Basis Adjustment                             12
     4.6  Tax Matters Partner                                  12

                                ARTICLE 5

                           Management                          12
     5.1  Executive Committee                                  12
     5.2  No Individual Authority                              15
     5.3  Operating Committee.                                 16
     5.4  Warranted Reliance by Executive Committee Members and
          Operating Committee Members on Others                18
     5.5  Intentionally Omitted                                18
     5.6  REIT Status                                          18
     5.7  Budgets                                              20
     5.8  Insurance                                            21
     5.9  Unanimous Consent                                    21
     5.10 Indemnification                                      21
     5.11 Compensation and Reimbursement.                      22
     5.12 No Employees.                                        23
     5.13 Personal Services Contract.                          23
     5.14 Defaults and Remedies                                23

                                ARTICLE 6

                      Transfers of Interests                   25
     6.1  Restrictions on Transfers                            25
     6.2  Transferee Requirements                              26
     6.3  Partnership Interest Loans                           26
     6.4  Admission of Transferee as a Partner                 31
     6.5  Allocations and Distributions Upon Transfers         31

                                ARTICLE 7

                             Buy-Sell                          32
     7.1  Buy-Sell Offering Notice                             32
     7.2  Exercise of Buy-Sell                                 32
     7.3  Closing                                              33

                                ARTICLE 8

                   Exit Call; Portfolio Sale                   34
     8.1  Call Rights                                          34
     8.2  Procedures upon Call Exercise                        34
     8.3  Closing Procedure                                    35
     8.5  Fair Market Value Appraisal Process                  37
     8.6  Portfolio Sale                                       37
     8.7  Effect of Existing Financing                         39

                                ARTICLE 9

                 Withdrawals; Actions for Partition            39
     9.1  Waiver of Partition                                  39
     9.2  Covenant Not to Withdraw or Dissolve                 39

                               ARTICLE 10

       Dissolution, Liquidation, Winding-Up and Termination    40
     10.1 Causes of Dissolution                                40
     10.2 Winding Up and Liquidation                           40
     10.3 Timing Requirements; Deemed Distribution and Re-
          contribution                                         41
     10.4 Sales Receivables                                    42
     10.5 Documentation of Dissolution and Termination         42

                               ARTICLE 11

                           Miscellaneous                       42
     11.1 Notices                                              42
     11.2 Binding Effect                                       42
     11.3 Construction of Agreement                            43
     11.4 Severability                                         43
     11.5 Incorporation by Reference                           43
     11.6 Further Assurances                                   43
     11.7 Governing Law                                        43
     11.8 Counterpart Execution                                43
     11.9 Loans                                                43
     11.10     No Third Party Rights                           44
     11.11     Estoppel Certificates                           44
     11.12     Usury                                           44
     11.13     Business Day                                    44
     11.14     Proposing and Adopting Amendments               44
     11.15     Partners Not Agents                             44
     11.16     Entire Understanding; Etc.                      44
     11.17     Action Without Dissolution                      45
     11.18     Attorneys' Fees                                 45
     11.19     Waiver of Jury Trial                            45
     11.20     Confidentiality                                 45
     11.21     Press Releases                                  45
     11.22     Existing Financing                              46
     


Schedule 1          -    Original Approved Pre-Closing Budget
Schedule 2          -    Macerich Managed Properties
Schedule 3          -    SDG Managed Properties
Schedule 4          -    List of Properties
Schedule 5          -    Noncompetition Area

                                  
                          PARTNERSHIP AGREEMENT
                                   OF
                    SM PORTFOLIO LIMITED PARTNERSHIP



           THIS  PARTNERSHIP AGREEMENT (this "Agreement")  is  made  and
entered  into as of  February 24, 1998, by and between SDG EQ DEVELOPERS
LIMITED  PARTNERSHIP  a Delaware limited partnership  ("SDG"),   SDG  EQ
ASSOCIATES, INC., a  Delaware corporation ("SSPE"), MACERICH EQ  LIMITED
PARTNERSHIP, a Delaware limited partnership ("Macerich"), and   MACERICH
EQ  GP  CORP.,  a    Delaware corporation ("MSPE"),  on  the  terms  and
conditions  set  forth  herein.  Attached to this Agreement  immediately
following  the  signature  page  is a glossary  of  defined  terms  (the
"Glossary  of  Defined  Terms").  Each capitalized  term  used  in  this
Agreement  either is defined in the Glossary of Defined  Terms,  or  the
location  of  its  definition is cross-referenced  in  the  Glossary  of
Defined Terms.


                                ARTICLE 1

                       Formation and Organization

           1.1   Formation.  SDG, Macerich, SSPE and MSPE hereby form  a
limited partnership (the "Partnership") under the Act upon the terms and
conditions  set  forth in this Agreement.  Each of SSPE  and  MSPE  (and
their permitted successors-in-interest that are admitted as partners  in
the Partnership) is a general partner in the Partnership and is referred
to  herein individually as a "General Partner," and each of Macerich and
SDG  (and  their permitted successors-in-interest that are  admitted  as
partners in the Partnership) is a limited partner in the Partnership and
is  referred to herein individually as a "Limited Partner."  Each of the
General  Partners  and  the  Limited Partners  are  referred  to  herein
individually as a "Partner" and, collectively, as the "Partners."   SSPE
and  SDG, on the one hand, and MSPE and Macerich, on the other hand, are
jointly  referred to herein as a "Party" and collectively as  "Parties".
Any contributions by or distributions to a Party shall be deemed to have
been  made to or by, as the case may be, the entities constituting  such
Party  in  proportion to each such entity's Partnership  Interest.   The
General Partners shall promptly execute, publish or file all assumed  or
fictitious name, or other similar, certificates required by  law  to  be
published  or  filed, in connection with the formation and operation  of
the  Partnership  in each state and locality where it  is  necessary  or
desirable  to  publish or file such certificates in order  to  form  and
operate the Partnership.

          1.2  Name.  The name of the Partnership shall be "SM Portfolio
Limited  Partnership,"  and all business of  the  Partnership  shall  be
conducted  in  such name or such other name as the Executive  Committee,
from time to time, shall unanimously select.

            1.3   Character  of  the  Business.   The  purpose  of   the
Partnership  is to (a) hold a ninety-nine percent (99%) limited  partner
interest  in  the  Underlying Partnership, (b)  conduct  all  activities
<PAGE> 01
reasonably related to the ownership of such interests, (c) acquire, own,
develop,  finance,  refinance, mortgage, encumber,  hypothecate,  lease,
sell,  maintain,  improve,  alter, remodel,  expand,  manage,  exchange,
dispose,  and  otherwise operate and deal with  real  property,  (d)  to
transact any and all other businesses for which limited partnerships may
be formed under Delaware law, and (e) to accomplish any of the foregoing
purposes for its own account or as nominee, agent or trustee for others;
provided,  however, that such business shall be limited to and conducted
in such a manner as to permit any Persons owning any interests in any of
the  Partners at all times to be classified as a "real estate investment
trust" within the meaning of Section 856 of the Code (a "REIT").

            1.4    Principal  Office.   The  principal  office  of   the
Partnership shall be at 233 Wilshire Boulevard, Suite 700, Santa Monica,
California 90401, or at such other place as the Executive Committee may,
from time to time, determine (the "Principal Office").

          1.5  Term.  The Partnership shall commence on the date of this
Agreement  and  shall continue until the Partnership  is  dissolved  and
terminated in accordance with the provisions of Article 10.

           1.6  Title to Property.  All real and personal property owned
by the Partnership shall be owned by the Partnership as an entity and no
Partner  shall  have  any ownership interest in  such  property  in  its
individual name or right, and each Partner's interest in the Partnership
shall  be  personal  property  for all purposes.   Except  as  otherwise
provided  in this Agreement, the Partnership shall hold all of its  real
and personal property in the name of the Partnership and not in the name
of any Partner.

           1.7   Payments  of Individual Obligations.  The Partnership's
credit  and  assets  shall  be  used  solely  for  the  benefit  of  the
Partnership,  and  no asset of the Partnership shall be  transferred  or
encumbered  for,  or  in  payment of, any  individual  obligation  of  a
Partner.

          1.8  Other Business Interests.

                (a)   Each Partner shall be required to devote only such
time  to  the  affairs of the Partnership as may be  necessary  for  the
proper  performance of such Partner's duties hereunder.  Except  to  the
extent  expressly provided to the contrary in this Section 1.8,  nothing
in  this Agreement shall:  (i) limit the rights of each Partner and  its
Affiliates,  and  such  Partner's and Affiliate's  respective  officers,
directors, employees and stockholders ("Related Persons") to serve other
Persons  in  any  capacity, to own interests  in  other  businesses  and
undertakings,  to pursue and engage in other investments,  opportunities
and  activities, and to derive and enjoy profits, compensation and other
consideration  in  respect  thereof,  whether  or  not  such   services,
interests,  businesses,  undertakings, investments,   opportunities  and
activities   (collectively,  "Other  Interests")  are  similar   to   or
competitive with the business or assets of the Partnership, (ii)  afford
any  Partner any right to share in the profits, compensation  and  other
consideration derived from the Other Interests of any other  Partner  or
any  other  Partner's Related Persons, or to participate  in  the  Other
<PAGE> 02
Interests  of any other Partner or any other Partner's Related  Persons,
(iii)  require  any  Partner to disclose to any  other  Partner  or  the
Partnership  the  existence or nature of any  such  Other  Interest,  or
(iv) obligate any Partner to first offer any such Other Interest to  any
other  Partner  or the Partnership, or allow any other  Partner  or  the
Partnership to participate therein.

                (b)   Notwithstanding the foregoing, until an individual
Property  has  been  sold  or otherwise transferred  by  the  Underlying
Partnership or Partnership, respectively, a Party (or any Affiliate of a
Party)  (each  a "Proposing Party") shall not obtain an equity  interest
(whether  direct or indirect) in any real estate venture  ("Real  Estate
Activity") within the area described as the "Non-Competition  Area"  for
each Property  on  Schedule 5 attached hereto, as such Schedule 5 may be
amended from time to time, ("Non-Competition Area") unless it has  first
provided the other Party (the "Nonproposing Party") with written  notice
describing  in reasonable detail the proposed transaction  and  offering
the  transaction as a Partnership opportunity (the "Proposal")  and  the
Nonproposing  Party  has  failed to notify the  Proposing  Party  within
thirty  (30)  days of its receipt of such notice that such  Nonproposing
Party  desires  that  the Partnership, rather than the  Proposing  Party
individually,  enter into and invest in such Real Estate  Activity.   In
the  event that the Nonproposing Party delivers the notice described  in
the immediately preceding sentence directing that the Partnership invest
in  the  Real  Estate  Activity, each Party shall  make  any  Additional
Capital  Contributions required by the Executive Committee to  fund  the
investment of the Partnership pursuant to the Proposal, the Real  Estate
Activity will be an opportunity for the Partnership and the Real  Estate
Activity  shall  be  included as a business of  the  Partnership  within
Section 1.3.  The Proposal described above shall include all information
that  the  Proposing Party has with respect to the Real Estate Activity,
including  proformas, plans and specifications and economic  projections
relating  to  the  Real  Estate Activity.   If  the  Nonproposing  Party
consents to the Proposing Party's investment in the Real Estate Activity
individually or fails to respond to the Proposal within thirty (30) days
after its receipt thereof, the Proposing Party or its Affiliate shall be
permitted  to  invest  in  the Real Estate Activity  in  its  individual
capacity.

          1.9  Transactions with Affiliates.  To the extent permitted by
applicable  law  and  except  as otherwise provided  in  this  Agreement
(including  Section  5.11  hereof),  the  Operating  Committee  and  any
Property  Manager,  when  acting through the Partnership  ,  are  hereby
authorized  to  purchase property and services from, sell  property  and
services  to,  or  otherwise deal with any Partner, acting  on  its  own
behalf,  or  any  Affiliate  of  any Partner,  provided  that  any  such
purchase,   sale,  or  other  transaction  (and  any  such   Affiliates'
affiliation  to a Partner) shall be fully disclosed to the Partners  and
shall be made on market terms and conditions which are no less favorable
to  the  Partnership (including as to price, quality and payment  terms)
than  if the sale, purchase, or other transaction had been entered  into
with an independent third party.


                                ARTICLE 2

            Capital Contributions and Other Financing Matters
<PAGE> 03
            2.1   Percentage  Interests.   The  names,  addresses,   and
percentage  interests ("Percentage Interests") of the  Partners  are  as
follows:

          NAME AND ADDRESS                      PERCENTAGE INTEREST

     General Partners

          Macerich EQ GP Corp.
          233 Wilshire Boulevard, Suite 700
          Santa Monica, California  90401
          Telecopier No.:  (310) 395-2791                .1%

          SDG EQ Associates, Inc.
          c/o Simon DeBartolo Group
          National City Center
          115 West Washington Street
          Indianapolis, Indiana  46204
          Telecopier No.:  (317) 685-7221                .1%

     Limited Partners

          Macerich EQ Limited Partnership
          233 Wilshire Boulevard, Suite 700
          Santa Monica, California  90401
          Telecopier No.:  (310) 395-2791              49.9%

          SDG EQ Developers Limited Partnership
          c/o Simon DeBartolo Group
          National City Center
          115 West Washington Street
          Indianapolis, Indiana  46204
          Telecopier No.:  (317) 685-7221              49.9%


           2.2   Initial  Capital Contributions.   The  initial  Capital
Contributions ("Initial Capital Contributions") of the Parties shall  be
made as follows:

                (a)   Concurrently with the execution  of  the  Purchase
Agreement  by  the Underlying Partnership, each Party shall  deliver  to
Equitable  (the  seller  of the Properties), as a  contribution  to  the
Partnership, and as a contribution by the Partnership to the  Underlying
Partnership,  a  clean, irrevocable letter of credit in  the  amount  of
$12,500,000 each naming Equitable as beneficiary (such letters of credit
to satisfy the "Deposit" requirement under the Purchase Agreement).  For
this  purpose,  each  of  SDG  and Macerich  shall  be  deemed  to  have
<PAGE> 04
contributed  to each of SSPE and MSPE, respectively, a portion  of  each
such letter of credit representing each's proportionate interest in  the
Partnership, which letters of credit shall be deemed contributed  by  to
the Partnership by SSPE and MSPE.

                (b)   Each  Party  hereby agrees to  contribute  to  the
capital  of the Partnership, as a Capital Contribution, an amount  equal
to  fifty  percent (50%) of the Closing Funding Requirement (as  defined
below),   subject,  however,  to  the  remaining  provisions   of   this
Section  2.2.   As  used herein, the term "Closing Funding  Requirement"
shall  mean the sum of (i) all amounts required to be deposited  by  the
Underlying  Partnership  with  Escrow Agent  pursuant  to  the  Purchase
Agreement  in  order  to  close  the transaction  thereunder,  including
amounts  due  to Equitable under the Purchase Agreement as the  purchase
price   consideration  paid  for  the  Underlying  Properties  and   the
Underlying  Partnership's  share  of  all  closing  costs  and  expenses
required to be deposited with and paid through Escrow Agent pursuant  to
the Purchase Agreement (the "Escrow Closing Requirement"), (ii) all out-
of-pocket costs and expenses paid or payable to Persons other  than  the
Underlying Partnership, any Partner or any Affiliate thereof (other than
those amounts described in Clause (i) above) that have been and/or  will
be incurred by the Underlying Partnership, the Partnership, the Partners
and the Partners' respective Affiliates in connection with the formation
of  the Partnership and the Underlying Partnership and investigating and
acquiring the Properties (including, without limitation, costs  incurred
in  connection with the negotiation of the Purchase Agreement  and  this
Agreement   and   all  out-of-pocket  due  diligence  costs   and   fees
(collectively, "Due Diligence, Formation and  Acquisition  Costs"),  and
(iii)  the amount set forth in the Original Approved Pre-Closing  Budget
(as  defined  below)  for  the funding of the  Underlying  Partnership's
initial capital improvement and operating reserve (as such amount may be
adjusted  by  the  mutual  consent of the Partners  in  their  sole  and
absolute discretion) (the "Initial Reserve Requirements").

                (c)   Attached  hereto as Schedule 1 is  a  budget  (the
"Original  Approved Pre-Closing Budget") reflecting the  Partners'  best
and  good-faith estimate of all Due Diligence, Formation and Acquisition
Costs  that  will  be  incurred in connection with the  Partnership  and
Underlying   Partnership's  formation  and  the   acquisition   of   the
Properties.  In the event that any Party incurs Due Diligence, Formation
and  Acquisition  Costs  in  excess of that  budgeted  in  the  Original
Approved  Pre-Closing Budget, the written approval of  the  other  Party
shall  be required before such additional amount may be included in  the
Closing  Funding  Requirement.  In the event that a  Party  requests  in
writing that the other Party approve any such additional expenditure  or
cost  and  the  other Party fails to disapprove of the same  in  writing
(together with its specific written objections thereto) within five  (5)
business  days  after its receipt of such request, such  expenditure  or
cost  shall  be deemed approved (but in each case only if  such  written
request  specifically advises the Party that failure to  respond  within
such five (5) business day period will result in such deemed approval).

               (d)  Each of the Parties separately agrees to deposit its
portion  of the Escrow Closing Requirement in escrow in good funds  with
Escrow  Agent  at  least one (1) business day prior  to  the  Underlying
Partnership's    acquisition    of    the     Underlying     Properties.
<PAGE> 05
Notwithstanding the foregoing, each Party shall be permitted to  deposit
its  portion  of  the Escrow Closing Requirement into a separate  escrow
established  with such Escrow Agent, which escrow shall  be  solely  for
such  Party's  benefit  until the closing  of  the  acquisition  of  the
Underlying  Properties, and shall be terminable  solely  by  such  Party
(provided  that any such termination shall not relieve or  release  such
Party  of  its obligations hereunder, if any).  Concurrently  with  such
Party's  deposit  of  its portion of the Escrow Closing  Requirement  in
escrow,  such  Party  shall enter into escrow instructions  with  Escrow
Agent  authorizing Escrow Agent to transfer such amounts into the escrow
established for the purchase and sale of the Underlying Properties  upon
the  satisfaction of all conditions precedent for the  closing  of  such
purchase and sale.  Such escrow instructions shall also provide that  if
the  closing of the purchase and sale of the Underlying Properties  does
not occur on or before the date set forth in Section 10.1(h), the escrow
shall  terminate and all sums held therein (together with  any  interest
actually  earned thereon) shall be immediately returned  to  such  Party
(whereupon such Party shall have no further liability or duty  hereunder
with  respect  to  the  making of such portion  of  the  Escrow  Closing
Requirement),  unless  Escrow Agent receives written  instructions  from
such Party to extend such escrow.  Any interest earned on amounts placed
in  escrow  prior to such closing shall accrue for the  benefit  of  the
Party  depositing same.  Each Party shall deposit into  the  Partnership
accounts  designated by the Operating Committee prior to the acquisition
of  the  Underlying Properties such Party's share of the Initial Reserve
Requirement.   The  Parties shall meet and shall exchange  invoices  and
other  evidence  of  Due  Diligence,  Formation  and  Acquisition  Costs
incurred  by  each  of them or their Affiliates in connection  with  the
purchase  and sale transaction.  Once the Parties have agreed  upon  all
Due  Diligence, Formation and Acquisition Costs, the Party who  incurred
the  lesser  amount  of Due Diligence, Formation and  Acquisition  Costs
shall  promptly pay to the other Party an amount sufficient to reimburse
such  other  Party  for  the  share  of  Due  Diligence,  Formation  and
Acquisition Costs incurred by such other Party in excess of its combined
50% share, it being the intention of the Parties that all Due Diligence,
Formation and Acquisition Costs be shared by the Parties equally.

                (e)   Notwithstanding  anything  else  to  the  contrary
contained in this Agreement, if the Purchase Agreement is terminated  or
the  purchase and sale of the Underlying Properties fails to occur, each
Party  shall  bear fifty percent (50%) of the aggregate  Due  Diligence,
Formation and Acquisition Costs.  If a Party has paid a disproportionate
share  of the aggregate Due Diligence, Formation and Acquisition  Costs,
the  other Party shall pay to such Party the amount necessary such  that
each  Party bears such costs in the foregoing proportions, which payment
shall be made within fifteen (15) days after delivery of written notice,
together with reasonably detailed supporting documentation.  Each  Party
agrees to provide to the other Party such documentation as is reasonably
necessary  to  substantiate such costs incurred by such Party.   Nothing
contained  in  this Section 2.2(e) shall limit or impair  any  right  or
remedy that a Party may have against any other Party as a result of such
other  Party's breach of any obligation such other Party may have  under
this Agreement to make its Initial Capital Contribution.
<PAGE> 06
          2.3  Additional Capital Contributions.

                 (a)    Additional  capital  contributions  ("Additional
Capital  Contributions")  may  be called for  in  accordance  with  this
Section  2.3.   The Executive Committee may call for Additional  Capital
Contributions for any reason.  Additional Capital Contributions may also
be  called  for by either Party if necessary in order to fund Cash  Flow
Shortfalls or Budgeted Capital Items and for no other reason without the
approval  of  the Executive Committee.  Except as otherwise provided  in
subsection  (b) below, Additional Capital Contributions  shall  be  made
upon written demand by the requesting Party upon the other Party, or  by
the  Executive Committee upon the Parties, as the case may be, from time
to  time, shall be payable in proportion to the Percentage Interests  of
the  Parties,  and shall be contributed by the Parties within  ten  (10)
business days of the receipt of the notice hereinbefore described, which
notice  shall  state the amount of such Additional Capital  Contribution
required from each Party.

                (b)   Each  Party agrees to make all Additional  Capital
Contributions  required  to be made in accordance  with  this  Agreement
within  the  ten  (10) business day period described in  subsection  (a)
above;  provided that, any Party may, during such ten (10) business  day
period, request that the Partnership seek third party financing (in lieu
of  the Parties making Additional Capital Contributions) to satisfy  the
Partnership's  cash  need.  In the event that either  Party  makes  such
request,  the  period  of  time  within  which  the  Additional  Capital
Contributions must be made will be extended as hereinafter provided, and
the  Partnership shall use its commercially reasonable efforts to secure
third  party  financing at commercially reasonable rates to satisfy  the
Partnership's  cash needs.  If the Partnership is unable to  secure  any
such financing on terms that are mutually acceptable to and approved  by
the  Parties within thirty (30) days after any Party's request  to  fund
the  required amounts via third party financing, the Additional  Capital
Contributions shall immediately become due and payable within  five  (5)
business  days after the expiration of such thirty (30) day period.   If
any   Party   fails  to  make  its  share  of  the  Additional   Capital
Contributions  within the said five (5) business day  period,  then  the
terms and provisions of subsection (c) below shall apply.

                (c)   If a Party fails to make its share of any required
Additional  Capital Contributions after the Partnership has been  unable
to  secure  third party financing approved by both Parties  pursuant  to
subsection  (b)  above,  then such Party (the  "Noncontributing  Party")
shall  be  a  Defaulting  Party  hereunder,  and  the  other  Party   (a
"Contributing Party") who has made its share of such Additional  Capital
Contributions may elect to give notice to the Noncontributing  Party  of
its default hereunder.  If such Noncontributing Party cures such default
within  the  cure period set forth in Section 5.14(a) hereof,  it  shall
thereupon  become  a Contributing Party.  If such Noncontributing  Party
fails  to  cure  such  default  within the  cure  period  set  forth  in
Section  5.14(a) hereof, then the Contributing Party may,  in  its  sole
discretion and without limitation on its other rights and remedies under
this  Agreement,  elect  to  exercise its  rights  under  the  following
subsections  (d) or (e) of this Section 2.3 (subject to  the  terms  and
conditions set forth in said subsections (d) and (e)).
<PAGE> 07
                (d)   The  Contributing Party shall have  the  right  to
withdraw  all  of its Additional Capital Contribution immediately  after
the   expiration  of  the  Noncontributing  Party's  cure  period.   Any
Contributing Party that withdraws its Additional Capital Contribution in
compliance with this provision shall not be deemed a Defaulting Party by
reason of such withdrawal.

                (e)  The Contributing Party shall have the right to make
a  Default Loan to the Partnership pursuant to Section 2.4 equal to 100%
of   the   Noncontributing  Party's  share  of  the  Additional  Capital
Contributions that it failed to contribute.

          2.4  Default Loans.

                (a)  Without limitation on any other rights and remedies
of  the Partners, if a Noncontributing Party shall have failed to timely
pay  its  portion  of  the Closing Funding Requirement  as  provided  in
Section  2.2 or to make any Additional Capital Contributions as required
pursuant  to  this  Agreement, and fails  to  cure  such  default  after
receiving  notice  thereof within the applicable  cure  period  provided
under  Section  5.14(a) hereof, the Contributing Party may  advance  the
amount of such delinquency to the Partnership and direct the Partnership
to pay the party or parties (which party or parties may be a Partner (or
Affiliate of a Partner) hereunder, including the Contributing Party  (or
an  Affiliate  of the Contributing Party) making such advance,  if  such
amount  is  owed  to such Person) to whom the same is  owed.   Any  such
advance  shall  be  treated  as  a  loan  (a  "Default  Loan")  by  such
Contributing Party to the Partnership, payable on demand, and shall bear
interest  at the Base Rate plus three percent (3%) per annum (compounded
monthly as of the last day of each calendar month) from the date of such
loan to the date of payment in full.  In addition and without limitation
on  the foregoing, the making of such Default Loan shall also create  an
obligation on the part of the Noncontributing Party to contribute to the
Partnership an amount equal to the amount of the Default Loan  (together
with  interest at the aforesaid rate) made by the Contributing Party  to
the  Partnership.  As used herein, the term "Base Rate" shall  mean  the
commercial loan rate of interest announced publicly from time to time by
Chase  Manhattan Bank in New York, New York as such bank's "prime rate",
as  from time to time in effect, such interest rate to change monthly as
of  the  first  day of the calendar month next succeeding  the  calendar
month in which a change in Base Rate occurs; provided that, if such rate
is  unavailable  for any reason, then the parties shall meet  and  agree
upon a different bank's "prime rate" or "reference rate" to serve as the
Base Rate hereunder.

                (b)  The Contributing Party shall give written notice to
the  Noncontributing Party of the making of any Default  Loan,  and  the
Noncontributing  Party may contribute the amount of such  advance  (plus
all  accrued  interest)  to  the Partnership  at  any  time  (and  shall
contribute  such amount at the time prescribed by Section 10.2  hereof).
The  Partnership  shall immediately pay such amounts received  from  the
Noncontributing Party to the Contributing Party.  Such payments  by  the
Noncontributing Party to the Partnership and from the Partnership to the
Contributing  Party shall be applied first against accrued interest  and
then  against  the principal of the Default Loan until the repayment  in
full   of   principal  and  accrued  interest  on  the   Default   Loan.
<PAGE> 08
Notwithstanding any provision to the contrary herein, at any time when a
Default Loan shall be outstanding, all distributions of Net Cash Flow by
the Partnership from and after the making of such Default Loan shall  be
made as follows: first, all such distributions to which the Contributing
Party  would  normally (i.e., but for the effect and  operation  of  the
provisions  set forth in this Section 2.4) be entitled to receive  under
Section  3.1  shall  be calculated and made to such Contributing  Party;
second,  the balance, if any, shall be paid by the Partnership  directly
to  the Contributing Party to be applied first against interest and then
against  principal of the Default Loan; and third, the balance, if  any,
shall be paid to the Noncontributing Party in respect of the amounts  to
which  it would normally (i.e., but for the effect and operation of  the
provisions  set forth in this Section 2.4) be entitled to receive  under
Section  3.1  (and  to  the extent such amounts, if  any,  paid  to  the
Noncontributing   Party   are   less  than   the   amounts   which   the
Noncontributing  Party  would  normally be  entitled  to  receive  under
Section  3.1,  such  deficiency  shall  forever  be  forfeited  by   the
Noncontributing  Party and it shall have no right to recoup  or  recover
the  same out of future distributions hereunder).  Only upon the payment
in  full of the principal of and all accrued interest on a Default  Loan
shall the Noncontributing Party's Event of Default with respect to which
the  Default Loan was made be deemed cured and after such cure, provided
no  other Event of Default of the Noncontributing Party then exists, the
Noncontributing Party's rights under this Agreement shall be immediately
reinstated.

                (c)   Upon request by the Contributing Party at any time
from the date of the Contributing Party's advance pursuant to subsection
(a)  above until any such Default Loan shall be repaid in full  by  cash
payment,  the Noncontributing Party shall, on its own behalf  and/or  on
behalf  of  the  Partnership, execute any and all  documents  reasonably
requested  by  the  Contributing Party, including,  without  limitation,
promissory  notes  or such other documentation as may  be  necessary  to
reflect  and perfect the Contributing Party's rights under this  Section
2.4  (and for such purpose the Noncontributing Party hereby appoints the
Contributing Party its true and lawful attorney-in-fact with full  power
of  substitution to execute and deliver such documents on behalf of such
Noncontributing Party, which power of attorney shall be deemed to  be  a
power  coupled  with  an  interest which cannot  be  revoked  by  death,
dissolution or otherwise).

          2.5  Other Matters.

                (a)  Except as otherwise provided in this Agreement,  no
Party  shall demand or receive a return of its Capital Contributions  or
withdraw  from  the  Partnership without the consent  of  all  Partners.
Under circumstances requiring a return of any Capital Contributions,  no
Partner shall have the right to receive property other than cash  except
as may be specifically provided herein.

                (b)   No Partner shall receive any interest, salary,  or
draw with respect to its Capital Contributions or its Capital Account or
for  services rendered on behalf of the Partnership or otherwise in  its
capacity as Partner, except as otherwise provided in this Agreement.  No
Partner shall be entitled to interest on its Capital Contributions or on
such Partner's Capital Account.
<PAGE> 09
           2.6   No Third Party Beneficiary.  No creditor or other third
party  having  dealings with the Partnership shall  have  the  right  to
enforce  the  right  or  obligation  of  any  Partner  to  make  Capital
Contributions or loans or to pursue any other right or remedy  hereunder
or  at  law  or  in  equity, it being understood  and  agreed  that  the
provisions of this Agreement shall be solely for the benefit of, and may
be   enforced  solely  by,  the  parties  hereto  and  their  respective
successors  and  assigns.   None of the rights  or  obligations  of  the
Partners  herein  set  forth  to  make  Capital  Contributions  to   the
Partnership shall be deemed asset of the Partnership for any purpose  by
any creditor or other third party, nor may such rights or obligations be
sold,  transferred  or  assigned  by  the  Partnership  or  pledged   or
encumbered by the Partnership to secure any debt or other obligation  of
the  Partnership  or  of  any  of the Partners.   Without  limiting  the
generality  of  the foregoing, a deficit capital account  of  a  Partner
shall  not be deemed to be a liability of such Partner nor an  asset  or
property of the Partnership.

           2.7   Third  Party  Financing.  Except as otherwise  provided
herein  to the contrary, the Partnership may obtain, on its own  behalf,
upon  the approval of the Executive Committee, all additional money  and
funds necessary, at any time, to develop, construct, acquire and operate
the  Partnership Assets.  No Partner or Affiliate of a Partner shall  be
required to guaranty or make any other financial commitment with respect
to  any  debt  or  other obligation of the Partnership.   The  Operating
Committee shall use commercially reasonable efforts to obtain, on behalf
of  the  Partnership, all additional money and funds necessary,  at  any
time,  to conduct the business of the Partnership that cannot be  funded
through the resources of the Partnership.


                                ARTICLE 3

                              Distributions

          3.1  Distributions.  As soon as practicable after the approval
by  the Executive Committee of the quarterly statements of Net Cash Flow
prepared  and  delivered pursuant to Section 4.3, the Partnership  shall
distribute such portion of the Net Cash Flow of the Partnership for  the
quarterly  period  covered  by  each such  statement  as  the  Executive
Committee  or  Operating Committee may elect to distribute (which  shall
not,  in  any event, equal less than ninety percent (90%) of  the  total
Funds  From  Operations for such quarterly period), to the Partners  pro
rata  in  accordance with their respective Percentage Interests, subject
to  the alternative allocations set forth in Section 2.4(b) in the event
that a Default Loan is then outstanding.  Notwithstanding the foregoing,
the  Executive  Committee shall approve for each period  a  distribution
sufficient to satisfy the requirements of Section 5.6(f) hereof.

           3.2   Distributions  after Dissolution.  Notwithstanding  the
provisions of Section 3.1 to the contrary, all distributions of Net Cash
Flow  to be made from and after the dissolution of the Partnership shall
be made in accordance with the provisions of Article 10.
<PAGE> 10
           3.3   Timing  of  Distributions Among  Partners.   Except  as
provided  in Section 6.3, all distributions of cash shall be distributed
to the Persons who are Partners on the day such distribution is made.


                                ARTICLE 4

            Allocations and Other Tax and Accounting Matters

           4.1  Allocations.  The Net Income, Net Loss and/or other  Tax
Items  of  the Partnership shall be allocated pursuant to the provisions
of the Allocations Exhibit.

           4.2   Accounting,  Books and Records.  The Partnership  shall
maintain  or cause to be maintained at its Principal Office  (with  full
and  complete  copies thereof to be delivered to and maintained  at  the
offices  of  the  Simon DeBartolo Group at 115 West  Washington  Street,
Indianapolis,  Indiana  46204)  separate  books  of  account   for   the
Partnership which shall show a true and accurate record of all costs and
expenses incurred, all charges made, all credits made and received,  and
all  income  derived in connection with the operation of the Partnership
business  in  accordance with generally accepted  accounting  principles
consistently  applied  and,  to the extent  inconsistent  therewith,  in
accordance  with this Agreement.  The Partnership shall use the  accrual
method  of accounting in preparation of its annual reports and  for  tax
purposes  and shall keep its book accordingly.  Each Partner  shall,  at
its  sole  expense, have the right, at any time, without notice  to  any
other  Partner, to examine, copy, and audit the Partnership's books  and
records during normal business hours.


          4.3  Reports.

                (a)   In  General.   The Operating  Committee  shall  be
responsible  for the preparation of financial reports of the Partnership
and  the  coordination of financial matters of the Partnership with  the
Accountants.

                (b)   Reports.  Within sixty (60) days after the end  of
each  Fiscal Year and within thirty (30) days after the end of  each  of
the  first three (3) fiscal quarters, and within thirty (30) days  after
the end of each calendar month, the Operating Committee shall cause each
Executive  Committee Member to be furnished with a copy of  the  balance
sheet  of  the Partnership as of the last day of the applicable  period,
and  a  statement of income or loss for the Partnership for such period.
In  addition, concurrently with the delivery of the quarterly and  year-
end  financial  statements referred to in the  preceding  sentence,  the
Operating  Committee shall cause each Executive Committee Member  to  be
furnished  with  a copy of a statement setting forth the calculation  of
the  Net Cash Flow (if any) for such prior quarterly period, and setting
forth  the calculation of all amounts to be distributed to the  Partners
pursuant  to  Section 3.1 or Section 10.2, as the case may  be.   Annual
statements  shall  also  include a statement of  the  Partners'  Capital
<PAGE> 11
Accounts  and  changes therein for such Fiscal Year.  Annual  statements
shall  be audited by the Accountants, and shall be in such form as shall
enable the Partners to comply with all reporting requirements applicable
to  either of them or their Affiliates under the Securities Exchange Act
of  1934,  as  amended.  All quarterly and annual  statements  shall  be
subject to the approval of the Executive Committee, and no action  shall
be  taken with respect thereto until such approval has been given.   The
Operating Committee shall also cause to be prepared such reports  and/or
information  as  are  necessary for the Partners  (or  any  Persons  who
directly or indirectly own interests in the Partners) to determine their
qualification  as a REIT and their compliance with all  requirements  to
qualify  as  a  REIT  or  as  may  be required  by  any  lender  of  the
Partnership.

           4.4  Tax Returns; Information.  The Operating Committee shall
arrange  for the preparation and timely filing of all income  and  other
tax  returns of the Partnership.  Within ninety (90) days after the  end
of each Fiscal Year, the Operating Committee shall cause the Accountants
to  prepare the Partnership's tax returns for approval and execution  by
the  Operating Committee.  The Operating Committee shall furnish to each
Partner  a copy of each approved return, together with any schedules  or
other information which each Partner may require in connection with such
Partner's  own tax affairs.  The Partnership shall be treated and  shall
file  its  tax returns as a partnership for federal, state and municipal
income  tax  and other tax purposes.  Upon request of any  Partner,  any
elections  made pursuant to this Agreement under the provisions  of  the
Code  or  similar  provisions hereafter enacted shall  be  evidenced  by
appropriate filings with the Internal Revenue Service on behalf  of  the
Partnership.

           4.5   Special  Basis  Adjustment.   In  connection  with  any
Transfer  of  a  Partnership Interest permitted  under  Article  6,  the
Operating Committee shall cause the Partnership, at the written  request
of  the transferor or the Transferee, but only upon the approval of  the
General  Partners, on behalf of the Partnership and at the time  and  in
the  manner  provided  in  Regulations Section 1.754-1(b),  to  make  an
election to adjust the basis of the Partnership's property in the manner
provided  in Sections 734(b) and 743(b) of the Code, and the  Transferee
shall pay all costs incurred by the Partnership in connection therewith,
including reasonable attorneys' and accountants' fees.

           4.6   Tax Matters Partner.  MSPE is specially authorized  and
appointed to act as the "Tax Matters Partner" under the Code and in  any
similar  capacity under state or local law; provided, however,  that  it
shall  exercise its authority in such capacity subject to all applicable
terms and limitations set forth in this Agreement.  Notwithstanding  the
foregoing, the Tax Matters Partner shall not, without the prior  written
approval  of  the  other General Partner, (i) make any tax  election  on
behalf  of  the  Partnership, (ii) take any action with respect  to  any
federal,  state or local contest of any partnership item (as defined  in
Section  6231(a)(7)  of  the  Code  (or  any  successor  thereto)   (and
comparable  provisions  of  state and local  income  tax  laws)  of  the
Partnership, or (iii) take any action with respect to any audit  of  any
federal, state or local income tax return or income tax report filed  by
or on behalf of the Partnership.
<PAGE> 12

                                ARTICLE 5

                               Management

           5.1  Executive Committee.  The Partnership shall at all times
have an executive committee (the "Executive Committee") composed of  two
individuals (the "Executive Committee Members") who shall vote on  Major
Decisions and oversee the performance of the Operating Committee.

               (a)  Membership and Voting.

                     (i)   Membership.   The  Executive  Committee  will
     consist  of  two  (2)  Executive Committee Members,  with  one  (1)
     Executive  Committee  Member appointed  by  each  General  Partner.
     Concurrently with the execution and delivery of this Agreement, the
     General  Partners  have notified one another in  writing  of  their
     respective  initial  appointed Executive  Committee  Member.   Each
     General  Partner  may, at any time, appoint an alternate  Executive
     Committee  Member  by  prior written notice to  the  other  General
     Partner's  appointed Executive Committee Member and such alternates
     will  have  all  the  powers, authority and  duties  of  a  regular
     Executive Committee Member in the absence or inability of a regular
     Executive  Committee Member to serve.  In no event, however,  shall
     the  other  Executive Committee Member be under any  obligation  to
     make  inquiries  as to, or verify or confirm, any such  absence  or
     inability  to  serve  of a regular Executive Committee  Member,  it
     being  understood  and agreed that the Executive Committee  Members
     shall  be  entitled to rely upon and accept an alternate  Executive
     Committee Member's assertion of the absence or inability  to  serve
     of  the  regular  Executive  Committee Member  in  question.   Each
     General  Partner  shall  cause  its appointed  Executive  Committee
     Member and alternate Executive Committee Member to comply with  the
     terms  of this Agreement.  Each General Partner will have the power
     to  remove  its  Executive Committee Member or alternate  Executive
     Committee  Member appointed by it by written notice  to  the  other
     General  Partner's Executive Committee Member.   Vacancies  on  the
     Executive  Committee will be filled by appointment by  the  General
     Partner  that  appointed the Executive Committee Member  previously
     holding the position that is then vacant.  The General Partners may
     mutually  agree to increase or decrease the size of  the  Executive
     Committee  proportionately,  from time  to  time.   Notices  to  an
     Executive  Committee  Member shall be delivered  to  such  Person's
     attention  at the address set forth in Section 2.1 for the  General
     Partner that appointed such Executive Committee Member, and in  the
     manner prescribed in Section 11.1.  No appointment or removal by  a
     General  Partner  of  an Executive Committee  Member  or  alternate
     Executive Committee Member shall be effective until written  notice
     of  such  action is received or deemed received pursuant to Section
     11.1  by  the  Executive  Committee Member  of  the  other  General
     Partner.  Each General Partner, its Limited Partner affiliate,  and
     its  respective Executive Committee Member and alternate  Executive
     Committee  Member,  when dealing with the other  General  Partner's
<PAGE> 13
     respective  Executive  Committee  Member  and  alternate  Executive
     Committee Member, (i) shall be entitled to rely upon and accept the
     written  act,  approval, consent or vote  of  each  of  such  other
     General  Partner's  then-appointed Executive Committee  Member  and
     alternate  Executive Committee Member, and (ii) shall be  under  no
     obligation to make any inquiries in order to verify or confirm  any
     of such written acts, approvals, consents or votes.

                (ii) Voting.  Each Executive Committee Member shall have
     one  vote on any decision of the Executive Committee.  An Executive
     Committee  Member  may  give a written proxy to  another  Executive
     Committee  Member  to  vote  on such Executive  Committee  Member's
     behalf  in  such Executive Committee Member's absence.   Except  as
     expressly provided to the contrary in this Agreement, all  actions,
     decisions,  capital calls, determinations, waivers,  approvals  and
     consents  to be taken or given by the Executive Committee  must  be
     unanimously approved by the Executive Committee Members (whether or
     not present at the meeting at which such vote occurs).

               (b)  Meetings of the Executive Committee; Time and Place.
Unless otherwise agreed by the Executive Committee, regular meetings  of
the  Executive Committee shall be held no less often than  quarterly  at
such  time and at such place as the Executive Committee shall determine.
At  such regular meetings, the Operating Committee shall report  on  the
financial performance and condition of the Partnership on a year-to-date
basis (including cash flows, reserves, outstanding loans, and compliance
efforts), progress on capital projects, material contracts entered into,
material litigation, marketing and leasing efforts, deviations from  any
Budget  and such other matters relevant to the management and  operation
of  the  Partnership  and  the  Properties.   Special  meetings  of  the
Executive Committee shall be held on the call of any Executive Committee
Member; provided that at least three (3) business days' notice is  given
to  all  Executive  Committee Members (unless  written  waiver  of  this
requirement by all Executive Committee Members is obtained).   A  quorum
for  any Executive Committee meeting shall consist of not less than  two
(2)  Executive Committee Members (one appointed by each General Partner)
present either in person or by proxy.  The Executive Committee may  make
use  of  telephones  and  other electronic  devices  to  hold  meetings;
provided  that  the  Executive Committee Members participating  in  such
meeting can hear one another.  The Executive Committee may act without a
meeting  if the action taken is reduced to writing and approved  by  the
Executive  Committee in accordance with the other voting  provisions  of
this  Agreement.  Written minutes shall be taken at each meeting of  the
Executive Committee.  However, any action taken or matter agreed upon by
the  Executive Committee shall be deemed final, whether or  not  written
minutes are ever prepared or finalized.

                (c)  Major Decisions.  No action shall be taken, no  sum
shall  be  expended and no obligation shall be incurred by the Operating
Committee  or  any Property Manager with respect to any matter affecting
the   Partnership  which is within the scope of a Major Decision  unless
such  Major Decision shall have been approved by the Executive Committee
in advance in writing.  A "Major Decision" shall mean any decision:
<PAGE> 14
                     (i)   to  sell,  assign, transfer, exchange,  grant
     easements  over,  or otherwise convey or dispose  of,  any  of  the
     Partnership  Properties,  or any portion thereof  or  any  material
     interest  therein, or to lease or license the Partnership's  entire
     interest in any of the Partnership Properties ;

                     (ii)  to  acquire any Partnership Property  or  any
     option  or  interest therein, and to appoint the  Property  Manager
     with respect to each such Partnership Property;

                     (iii)      to  approve or make any  change  to  any
     Budget  or  marketing  plan  for the  Partnership  or  any  of  the
     Partnership Properties;

                    (iv) to amend this Agreement ;

                    (v)  to borrow money or to apply for, execute, grant
     or modify any mortgage, pledge, deed of trust, financing statement,
     encumbrance or other hypothecation or security agreement  affecting
     the  Partnership  Assets or  any portion thereof  or  any  interest
     therein, except as otherwise may be provided in an approved Budget;

                      (vi)   to  approve  proposals  submitted  to,   or
     agreements  entered into, or to authorize or give any consent  with
     respect  to  any  matter  relating to zoning,  rezoning  variances,
     compliance  with  environmental laws, subdivision, modification  of
     development  rights  or  other land use matters  which  affect  the
     Partnership or any of the Partnership   Properties;

                    (vii)     to select and retain the Accountants;

                    (viii)    to approve the Partnership's  tax returns,
     or  to  make proposals to or to conduct any actions, litigation  or
     other activities with federal or state taxing authorities;

                     (ix)  to  change  or permit to be  changed  in  any
     substantial  way the accounting process and procedures employed  in
     keeping the books of account or preparing financial statements with
     respect to the operation or management of the  Partnership pursuant
     to this Agreement;

                    (x)  to compromise or settle any claim for insurance
     proceeds, or any claim for payment of awards or damages arising out
     of  the  exercise  of eminent domain by any public or  governmental
     authority;

                     (xi)  to make, execute or deliver on behalf of  the
     Partnership  any assignment for the benefit of creditors;
<PAGE> 15
                     (xii)      to dissolve, terminate or liquidate  the
     Partnership,   or   to  petition  a  court  for  the   dissolution,
     termination or liquidation of the Partnership, except in accordance
     with this Agreement;

                     (xiii)    to cause the Partnership, or any  of  the
     Partnership   Properties  to be subject to  the  authority  of  any
     trustee,  custodian or receiver or to be subject to any  proceeding
     for    bankruptcy,    insolvency,   reorganization,    arrangement,
     readjustment of debt, relief of debtors, or similar proceedings;

                     (xiv)      to obligate the Partnership as a surety,
     guarantor, indemnitor or accommodation party to any obligation;

                     (xv) to enter into, terminate, accept the surrender
     of,  modify,  amend,  supplement, or give  any  material  approval,
     consent  or waiver on behalf of the Partnership under the  Purchase
     Agreement  or  any of the loan documents relating to  the  Existing
     Financing; or

                     (xvi)     to take any other action or decision that
     this  Agreement provides may only be taken or made by the Executive
     Committee.

           5.2   No Individual Authority.  Except as otherwise expressly
provided  in  this Agreement, no Partner, acting alone, shall  have  any
authority  to  act  for,  or  undertake  or  assume  any  obligation  or
responsibility on behalf of, any other Partner or the Partnership.

           5.3  Operating Committee.  Unless otherwise agreed to by  the
General  Partners,  the management of the Partnership,  subject  to  the
restrictions on its authority set forth in Section 5.1, shall be  vested
in  the operating committee (the "Operating  Committee").  The Operating
Committee shall be composed of two individuals (the "Operating Committee
Members")  who  shall  vote on all management  issues  relating  to  the
business and operations of the Partnership.

               (a)  Membership and Voting.

                     (i)   Membership.   The  Operating  Committee  will
     consist  of  two  (2)  Operating Committee Members,  with  one  (1)
     Operating  Committee  Member appointed  by  each  General  Partner.
     Concurrently with the execution and delivery of this Agreement, the
     General  Partners  have notified one another in  writing  of  their
     respective  initial  appointed Operating  Committee  Member.   Each
     General  Partner may, at any time, appoint one of its employees  as
     an  alternate Operating Committee Member by prior written notice to
     the  other  General Partner's appointed Operating Committee  Member
     and  such alternates will have all the powers, authority and duties
     of a regular Operating Committee Member in the absence or inability
     of  a  regular Operating Committee Member to serve.  In  no  event,
     however,  shall the other Operating Committee Member be  under  any
     obligation to make inquiries as to, or verify or confirm, any  such
     absence  or  inability  to serve of a regular  Operating  Committee
<PAGE> 16
     Member, it being understood and agreed that the Operating Committee
     Members  shall  be  entitled to rely upon and accept  an  alternate
     Operating  Committee Member's assertion of the absence or inability
     to  serve  of  the regular Operating Committee Member in  question.
     Each  General Partner shall cause its appointed Operating Committee
     Member and alternate Operating Committee Member to comply with  the
     terms  of this Agreement.  Each General Partner will have the power
     to  remove  its  Operating Committee Member or alternate  Operating
     Committee  Member appointed by it by written notice  to  the  other
     General  Partner's Operating Committee Member.   Vacancies  on  the
     Operating  Committee will be filled by appointment by  the  General
     Partner  that  appointed the Operating Committee Member  previously
     holding the position that is then vacant.  The General Partners may
     mutually  agree to increase or decrease the size of  the  Operating
     Committee  proportionately,  from time  to  time.   Notices  to  an
     Operating  Committee  Member shall be delivered  to  such  Person's
     attention  at the address set forth in Section 2.1 for the  General
     Partner that appointed such Operating Committee Member, and in  the
     manner prescribed in Section 11.1.  No appointment or removal by  a
     General  Partner  of  an Operating Committee  Member  or  alternate
     Operating Committee Member shall be effective until written  notice
     of  such  action is received or deemed received pursuant to Section
     11.1  by  the  Operating  Committee Member  of  the  other  General
     Partner.  Each General Partner, its Limited Partner affiliate,  and
     its  respective Operating Committee Member and alternate  Operating
     Committee  Member,  when dealing with the other  General  Partner's
     respective  Operating  Committee  Member  and  alternate  Operating
     Committee Member, (i) shall be entitled to rely upon and accept the
     written  act,  approval, consent or vote  of  each  of  such  other
     General  Partner's  then-appointed Operating Committee  Member  and
     alternate  Operating Committee Member, and (ii) shall be  under  no
     obligation to make any inquiries in order to verify or confirm  any
     of such written acts, approvals, consents or votes.

                     (ii) Voting.  Each Operating Committee Member shall
     have  one  vote  on  any decision of the Operating  Committee.   An
     Operating  Committee  Member may give a written  proxy  to  another
     Operating  Committee Member or any Partner's employee  to  vote  on
     such   Operating  Committee  Member's  behalf  in  such   Operating
     Committee  Member's absence.  Except as expressly provided  to  the
     contrary in this Agreement, all actions, decisions, capital  calls,
     determinations,  waivers, approvals and consents  to  be  taken  or
     given  by  the Operating Committee must be unanimously approved  by
     the  Operating  Committee Members (whether or not  present  at  the
     meeting at which such vote occurs).

                (b)   Reports  and Meetings of the Operating  Committee;
Time  and  Place.  The Operating Committee shall report to the Executive
Committee  on  activities  undertaken by  the  Operating  Committee,  as
required  by  the  Executive  Committee  and  this  Agreement.    Unless
otherwise  agreed by the Operating Committee, regular  meetings  of  the
Operating Committee shall be held monthly at such time and at such place
as  the  Operating Committee shall determine.  Special meetings  of  the
Operating Committee shall be held on the call of any Operating Committee
<PAGE> 17
Member; provided that at least three (3) business days' notice is  given
to  all  Operating  Committee Members (unless  written  waiver  of  this
requirement by all Operating Committee Members is obtained).   A  quorum
for  any Operating Committee meeting shall consist of not less than  two
(2)  Operating Committee Members (one appointed by each General Partner)
present either in person or by proxy.  The Operating Committee may  make
use  of  telephones  and  other electronic  devices  to  hold  meetings;
provided  that  the  Operating Committee Members participating  in  such
meeting can hear one another.  The Operating Committee may act without a
meeting  if the action taken is reduced to writing and approved  by  the
Operating  Committee in accordance with the other voting  provisions  of
this  Agreement.  Written minutes shall be taken at each meeting of  the
Operating Committee.  However, any action taken or matter agreed upon by
the  Operating Committee shall be deemed final, whether or  not  written
minutes  are  ever prepared or finalized.  Operating Committee  meetings
may  be  attended by persons other than the Operating Committee  Members
(including other employees of the Partners and their Affiliates).

                (c)   Duties of the Operating Committee.  The  Operating
Committee shall be generally responsible for overseeing and managing the
day-to-day  business,  operations and affairs  of  the  Partnership  and
carrying out the duties delegated to it by the Executive Committee,  and
shall  have fiduciary responsibility for the safekeeping and use of  all
funds  and  assets of the Partnership, whether or not in  its  immediate
possession or control.  The Operating Committee may, in carrying out its
duties,  defend  against  lawsuits or other judicial  or  administrative
proceedings  brought against the Partnership, provided that it  promptly
notifies  the  Executive Committee of such action.   The  funds  of  the
Partnership shall not be commingled with the funds of any other  Person,
and the Operating Committee shall not employ, or permit any other Person
to  employ,  such  funds in any manner except for  the  benefit  of  the
Partnership.   The bank accounts of the Partnership shall be  maintained
in  such banking institutions as are approved by the Operating Committee
and  withdrawals shall be made only in the regular course of Partnership
business and as otherwise authorized in this Agreement on such signature
or  signatures as the Operating Committee may determine.  The  Operating
Committee shall also have the duties imposed upon it elsewhere  in  this
Agreement.  The Operating Committee shall devote sufficient time, effort
and  managerial  resources  to the business of  the  Partnership  as  is
reasonably required to fulfill its obligations hereunder.

           5.4   Warranted Reliance by Executive Committee  Members  and
Operating  Committee Members on Others.  In exercising  their  authority
and   performing  their  duties  under  this  Agreement,  the  Executive
Committee Members and the Operating Committee Members shall be  entitled
to  rely  on  information,  opinions,  reports,  or  statements  of  the
following persons or groups unless they have actual knowledge concerning
the matter in question that would cause such reliance to be unwarranted:

                (a)   one  or  more agents of the Partnership  whom  the
Executive  Committee Member or Operating Committee Member, as  the  case
may  be, reasonably believes to be reliable and competent in the matters
presented; and
<PAGE> 18
                (b)  any attorney, public accountant, or other person as
to  matters which the Executive Committee Member or Operating  Committee
Member,  as  the  case may be, reasonably believes  to  be  within  such
person's professional or expert competence.

          5.5   Intentionally Omitted.

           5.6   REIT  Status.   The  Partners hereby  acknowledge  that
Macerich  and SDG (and/or certain Persons directly or indirectly  owning
interests in Macerich or SDG) are and intend to qualify at all times  as
a  REIT,  and  that  each such Partner's or other  Person's  ability  to
qualify  as  such  will  depend  principally  upon  the  nature  of  the
Partnership's   operations.  Accordingly, the  Partnership's  operations
shall  be  conducted at all times in a manner that will enable  each  of
Macerich,  SDG and each Person owning, directly or indirectly, interests
in  either  Macerich or SDG to satisfy all requirements for REIT  status
under  Sections  856  through  860  of  the  Code  and  the  regulations
promulgated  thereunder to the extent possible.  In furtherance  of  the
foregoing  (and  not in limitation thereof), notwithstanding  any  other
provision  herein to the contrary, the  Partnership shall  conduct   its
operations in accordance with the following provisions at all times:

                (a)   The Partnership  shall not render any services  to
any  lessee  or  sublessee or any customer thereof, either  directly  or
through  an  "independent  contractor" within  the  meaning  of  Section
856(d)(3) of the Code, if the rendering of such services shall cause all
or  any part of the rents received by the Partnership to fail to qualify
as  "rents  from real property" within the meaning of Section 856(d)  of
the Code;

                (b)    The  Partnership   shall  not  own,  directly  or
indirectly  (taking into account the attribution rules  referred  to  in
Section  856(d)(5) of the Code), in the aggregate 10%  or  more  of  the
total  number  of shares of all classes of stock, 10%  or  more  of  the
voting power of all classes of voting stock or 10% or more of the assets
or  net profits of any lessee or sublessee of all or any part of any  of
the Properties or any Partnership Property;

                (c)  No lease or sublease of any space at the Properties
shall  provide for any rent based in whole or in part on the "income  or
profits" within the meaning of Section 856(d)(2)(A) of the Code  derived
by any lessee or sublessee;

                (d)  The  Partnership shall not own more than 10% of the
outstanding  voting  securities of any one  issuer  (as  determined  for
purposes of Section 856(c)(5)(B) of the Code);

                (e)   Neither the Partnership nor any Partner shall take
any  action  (or fail to take any action permitted under this Agreement)
that   would   otherwise   cause   the  Partnership's   and   Underlying
Partnership's gross income to consist of more than one percent  (1%)  of
income  not described in Section 856(c)(2) of the Code or more than  ten
percent (10%) of income not described in Section 856(c)(3) of the  Code,
or  cause any significant part of the  Partnership Assets to consist  of
<PAGE> 19
assets  other  than "real estate assets" within the meaning  of  Section
856(c)(6)(B) of the Code;

                (f)   The  Partnership shall distribute to the  Partners
during  each  Fiscal  Year an amount of cash such that  the  portion  so
distributed  will  equal  or exceed 100% of the  amount  of  Partnership
taxable   income,  if  any,  to  be  allocated  to  Macerich  and   SDG,
respectively, with respect to such Fiscal Year distributed at the  times
required  to prevent the imposition of an excise tax under Section  4981
of   the   Code;   provided,  however,  that  if  each  such   Partner's
distributable  share  of any Net Cash Flow of the  Partnership  and  its
distributable share of any funds maintained in the Partnership  reserves
are  insufficient  to meet the aforesaid distribution  requirement  with
respect  to such Partner, then the Partnership shall have satisfied  the
foregoing  distribution requirement with respect to  such  Partner  upon
distributing to it such distributable share of Net Cash Flow  and  funds
maintained  in  the  Partnership  reserves.   In  no  event  shall   the
Partnership  be required to borrow funds, or any Partner be required  to
contribute  funds to the Partnership, in order to permit the Partnership
to  satisfy  the foregoing distribution requirement.  In no event  shall
the  foregoing  provisions of this subsection (f) adversely  affect  the
allocation  of, and Percentage Interest in, Net Cash Flow of  any  other
Partner.

               (g)   The Partnership shall not engage in any "prohibited
transactions"  within  the meaning of Section 857(b)(6)(B)(iii)  of  the
Code.

The  Partners  hereby  acknowledge that the foregoing  are  the  current
guidelines  applicable to the qualification of REITs.   If  and  to  the
extent that any of the requirements to qualify for REIT status shall  be
changed,  altered, modified or added to, then such changes, alterations,
modifications or additions, as applicable, shall be deemed  incorporated
herein,  and this Section 5.6 shall be deemed to be amended and modified
as  necessary  to incorporate such changed, altered, modified  or  added
REIT requirements.

          5.7  Budgets.

                (a)   Preparation and Approval.  As soon  as  reasonably
possible  hereafter, the Operating Committee shall prepare (or cause  to
be  prepared)  and  submit to the Executive Committee  for  approval  an
interim  operating budget (each an "Interim Operating Budget")  for  the
management,  leasing and operation of each Partnership Property  through
the end of Fiscal Year 1998.  At least forty-five (45) days prior to the
beginning of each Fiscal Year, the Operating Committee shall prepare and
submit  to the Executive Committee for approval a proposed budget  (each
an  "Annual Budget") for the management, leasing and operation  of  each
Partnership  Property for the next Fiscal Year.  The  Interim  Operating
Budgets  and  Annual  Operating Budgets shall sometimes  hereinafter  be
collectively referred to individually as a "Budget" and collectively  as
the  "Budgets".   The Executive Committee may approve or disapprove  the
entire  Budget or certain cost items or categories of each  Budget.   If
the  Executive  Committee disapproves any Budget or  any  cost  item  or
category  thereof, the Operating Committee shall meet  within  five  (5)
business  days after the Executive Committee's disapproval and  seek  in
<PAGE> 20
good  faith  to  agree upon an acceptable revision to  such  disapproved
Budget(s)  or cost item or category, as the case may be.  Once  revised,
each  such  disapproved  Budget shall be resubmitted  to  the  Executive
Committee  for  approval  and  such process  shall  continue  until  the
Executive Committee has approved a Budget for each  Partnership Property
for  the Fiscal Year in question.  Such Budgets will be prepared by  the
Operating  Committee  and approved by the Executive  Committee  in  good
faith   based  upon  estimates  taking  into  account  the  most  recent
information  then available to the Operating Committee.   The  Operating
Committee  shall  update each Budget no less frequently than  quarterly,
and  shall  promptly  submit  any proposed  revisions  to  such  Budgets
resulting  from such updates to the Executive Committee for approval  in
the manner provided above for approval of the original Budgets.

                 (b)    Operations.   The  approved  Budget   for   each
Partnership  Property  shall be submitted to the  Property  Manager  for
such  Partnership Property for implementation.  The Operating  Committee
and  Property Managers shall manage and operate each Property  and  each
Partnership  Property consistent with the approved Budget  therefor  (as
may  be  updated  from  time to time in accordance with  subsection  (a)
above).   If  the Executive Committee has not approved a Budget  or  any
cost  item or category of any Budget prior to the beginning of the  next
Fiscal Year, the Operating Committee shall substitute the Budget or  the
actual  cost  of  such  disapproved item or  category  incurred  by  the
Partnership  during the preceding Fiscal Year, if any; provided that, if
any  such  item  or  category of expense is in  the  nature  of  utility
expenses,  personal  or real property taxes, insurance  expenses  to  be
incurred  in  accordance with Section 5.8 hereof, debt service  due  and
payable  under  any loan of the Partnership , or any payments  that  the
Partnership  is  required to make by law, then the  Operating  Committee
shall  substitute  the reasonably anticipated costs  of  such  items  or
categories  of expense (based on the previous year's bills therefor,  if
available).

          5.8  Insurance.

               (a)  Coverage.  The Operating Committee shall procure and
maintain,  or cause to be procured and maintained, insurance  sufficient
to  enable the Partnership  to comply with applicable laws, regulations,
and  contractual  requirements (including the  requirements  of  Persons
providing  financing to the  Partnership), including as a  minimum,  the
following:

                      (i)   Comprehensive  general  liability  insurance
     covering  each  Partnership Property in the amounts and upon  terms
     customary for businesses and assets comparable to such  Partnership
     Property, and otherwise satisfactory to the Executive Committee;

                     (ii)  With respect to completed improvements,  fire
     and  extended coverage insurance, and, whenever construction of any
     improvement  is  taking place, builders' risk  insurance,  in  each
     case,  on  a  replacement cost basis of not less than  one  hundred
     percent (100%) of the full replacement cost of such improvements;
<PAGE> 21
                      (iii)       Worker's  compensation  insurance   as
     required by law including employer's liability;

                     (iv)  Fidelity  insurance in an amount  to  protect
     against  losses  due  to employee dishonesty, theft  by  any  other
     Partnership  contractor, and mysterious disappearances; and

                     (v)   Such additional insurance against other risks
     of  loss to the Partnership  Properties as, from time to time,  may
     be required by any lender making a loan to the Partnership or which
     may be required by law.

                The  Operating  Committee shall  furnish  the  Executive
Committee,  no  less  frequently  than  annually,  a  schedule  of  such
insurance and copies of certificates evidencing the same.  The Executive
Committee must consent to the establishment or modification of any  self
insurance  or  deductibles which exposes the Partnership   to  uninsured
liability.  Each Partner shall be named as an additional insured to  the
Partnership's comprehensive general liability insurance policies.

           5.9   Unanimous  Consent.  Notwithstanding  anything  to  the
contrary  in  this  Agreement,  the  Partnership  may  take  any  action
contemplated  under this Agreement if approved by the unanimous  consent
of the General Partners.

          5.10 Indemnification.

                (a)   The  Partnership  shall,  to  the  fullest  extent
permitted by law, indemnify any and all Indemnitees from and against any
and  all  losses,  claims,  damages,  liabilities,  costs  and  expenses
(including  attorneys' fees and costs), judgments,  fines,  settlements,
and  other  amounts  arising from any and all claims, demands,  actions,
suits  or proceedings, civil, criminal, administrative or investigative,
that  relate to the operations of the Partnership as set forth  in  this
Agreement  in which any Indemnitee may be involved, or is threatened  to
be  involved,  as  a party or otherwise, unless it is established  that:
(i)  the  act or omission of the Indemnitee was material to  the  matter
giving  rise to the claim, demand, action, suit or proceeding and either
was  committed  in bad faith or was the result of active and  deliberate
dishonesty;  (ii) the Indemnitee actually received an improper  personal
benefit  in  money, property or services; or (iii) in the  case  of  any
criminal proceeding, the Indemnitee had reasonable cause to believe that
the  act or omission was unlawful.  Any indemnification pursuant to this
Section  5.10  shall  be  made only out of Partnership  Assets,  and  no
Partner  shall  be  required  to contribute  or  advance  funds  to  the
Partnership  to enable the Partnership to satisfy its obligations  under
this Section 5.10.

               (b)  Reasonable expenses incurred by an Indemnitee who is
a  party  to a proceeding shall be paid or reimbursed by the Partnership
in  advance  of the final disposition of the proceeding upon receipt  by
the  Partnership of (i) a written affirmation by the Indemnitee  of  the
Indemnitee's good faith belief that it is entitled to indemnification by
<PAGE> 22
the  Partnership pursuant to this Section 5.10(b) with respect  to  such
expenses and proceeding, and (ii) a written undertaking by or on  behalf
of  the  Indemnitee,  to  and in favor of the Partnership,  wherein  the
Indemnitee agrees to repay the amount if it shall ultimately be adjudged
not to have been entitled to indemnification under this Section 5.10.

                (c)   The indemnification provided by this Section  5.10
shall  be in addition to any other rights to which an Indemnitee or  any
other Person may be entitled under any agreement, as a matter of law  or
otherwise.

               (d)  The Partnership may purchase and maintain insurance,
on  behalf  of  the Indemnitees and such other Persons as  the  Partners
shall  mutually  determine, against any liability that may  be  asserted
against  or  expenses that may be incurred by such Person in  connection
with the Partnership's activities, regardless of whether the Partnership
would  have  the  obligation  to  indemnify  such  Person  against  such
liability under the provisions of this Agreement.

                (e)   The  provisions of this Section 5.10 are  for  the
benefit  of  the  Indemnitees,  their  heirs,  successors,  assigns  and
administrators  and  shall not be deemed to create any  rights  for  the
benefit of any other Persons.

           5.11  Compensation and Reimbursement.  The Partnership  shall
not  pay  a  Partner  or an Affiliate of a Partner  any  fees  or  other
compensation  except  as  set  forth in  this  Agreement  or  except  as
otherwise  agreed  by  the Executive Committee.   The  Partnership  will
reimburse a Partner and its Affiliates for all reasonable actual out-of-
pocket third party expenses incurred in connection with the carrying out
of  the duties set forth in this Agreement imposed upon such Partner  or
its  Affiliates,  provided such expenses are approved by  the  Executive
Committee  or  are reflected in a Budget that has been approved  by  the
Executive  Committee, in each case upon the presentation  of  reasonable
supporting documentation of the amount and purpose of such expenses.

           5.12 No Employees.  The Partnership shall not have employees.
Each  Partner  shall  be  solely responsible for  all  wages,  benefits,
insurance  and  payroll  taxes with respect to  any  of  its  respective
Executive  Committee  Members,  Operating  Committee  Members  or  other
employees.

          5.13 Personal Services Contract.  The Partners acknowledge and
agree  that  except  for  their respective  economic  interests  in  the
Partnership, each Partner's respective rights, powers and privileges  as
a  Partner  hereunder  shall be deemed to be in respect  of  a  personal
services  contract,  and  not an executory contract,  under  the  United
States  Bankruptcy  Code and any state insolvency  or  bankruptcy  laws.
Without  limitation on the foregoing, each Partner confirms  and  agrees
that  one  of  the major factors that caused the Partners to  form  this
Partnership and to enter into this Agreement was the personal trust  and
confidence  each  Partner reposed in the personal  services,  management
skills  and  business experience of the other Partner.  The Partners  do
not  desire to, and agree that they shall not be required to, accept the
<PAGE> 23
exercise  of  management  or control rights (including  rights  to  give
approvals  or consents under this Agreement) by any party other  than  a
Partner.  Accordingly, in the event of a Bankruptcy of a General Partner
or the withdrawal of a General Partner, such General Partner's Operating
Committee  Members and Executive Committee Members shall immediately  be
terminated and deemed removed from the Operating Committee and Executive
Committee,  respectively, and such General Partner shall have  no  right
whatsoever  to  participate  in  the  management  or  control   of   the
Partnership;  provided,  however, that such  General  Partner  shall  be
entitled  to  all  of  the  rights and benefits  of  an  assignee  of  a
partnership interest under the Act.

          5.14 Defaults and Remedies.

                (a)   Events of Default.  The occurrence of any  of  the
following  events by or with respect to a Partner of one Party  or  such
Party (the "Defaulting Party"; and the other Party shall be referred  to
herein  as a "Non-defaulting Party," provided that neither a Partner  of
the  other  Party  nor  the other Party itself is already  a  Defaulting
Party)  shall  be  a  default hereunder and  if  not  cured  within  the
applicable  notice and cure period provided below, if any, such  default
shall constitute an "Event of Default" hereunder:

                     (i)  The failure of a Partner or Party to make  any
     payment as required by this Agreement that is not cured within five
     (5) business days of written notice to such Partner or Party;

                     (ii)  The failure of a Partner or Party to  perform
     any of its other obligations under this Agreement or the breach  by
     a  Partner  or Party of any of the terms of this Agreement,  and  a
     continuation  of such failure or breach for more than  thirty  (30)
     days  after  notice  by a Non-defaulting Party  to  the  Defaulting
     Partner that such Defaulting Party has failed to perform any of its
     obligations  under, or has breached, this Agreement; provided  that
     if such failure or breach is of the nature that it can be cured but
     cannot reasonably be cured within such thirty (30) day period, such
     period shall be extended for up to an additional sixty (60) days so
     long as the Defaulting Party in good faith commences all reasonable
     curative efforts within ten (10) days of its receipt of such notice
     from  the  Non-defaulting  Party and diligently  and  expeditiously
     continues its curative efforts to completion; or

                     (iii)      The  occurrence  of  a  Bankruptcy  with
     respect to a Partner or the withdrawal by a Partner.

                (b)   Remedies.   Upon the occurrence of  any  Event  of
Default,  the Non-defaulting Party may elect to do one or  more  of  the
following:

                    (i)  Exercise its rights under Section 5.14(c);
<PAGE> 24
                     (ii)  Dissolve  the  Partnership  and  commence  to
     liquidate its assets as provided in Article 10;

                     (iii)      Enforce  any covenant by the  Defaulting
     Party  to advance money or to take or forbear from any other action
     hereunder; or

                     (iv)  Pursue  any  other remedy permitted  by  this
     Agreement or at law or in equity.

               (c)  Change of Governance of Partnership.  In addition to
any other rights or remedies which a Non-defaulting Party may have under
this  Agreement  or under applicable laws with respect to  an  Event  of
Default,  a  Non-defaulting Party shall have the option to exercise  the
rights  set  forth  below in this Section 5.14(c) in the  event  of  the
occurrence of any Event of Default.  Upon the occurrence of an Event  of
Default,  the General Partner of the Non-defaulting Party may elect,  by
giving written notice to the Defaulting Party, to assume the role of the
"Controlling Party" of the Partnership, and shall remain as such  unless
and  until (i) the Partners otherwise agree, (ii) such Controlling Party
is  removed  as  such  pursuant  to the  foregoing  provisions  of  this
Section  5.14(c) by reason of its having become a Defaulting  Party,  or
(iii) such Event of Default is cured.  During the period of time that an
Event of Default has occurred and is continuing, the General Partner  of
the  Controlling Party shall have the authority to take exclusive charge
and   control  of  the  Partnership  free  and  clear  of  any  and  all
restrictions  (including  any and all restrictions  set  forth  in  this
Article 5 and any and all consent, voting or approval rights granted the
Executive Committee, Operating Committee or any Partner, other than that
of  the Controlling Party) imposed by this Agreement, and the Defaulting
Party's  right to, acting alone, make certain decisions and take certain
actions  with respect to matters concerning the Partnership's management
agreements with the Non-defaulting Party (or its Affiliates) as provided
in  Section  5.5  shall  be suspended and the  General  Partner  of  the
Controlling  Party  shall  make all such decisions  and  take  all  such
actions thereunder.  The General Partner of the Controlling Party  shall
have  the  right  to  amend  any  fictitious  business  name  statement,
certificate  of  partnership, or any similar document  to  reflect  such
election and to provide that it is the sole Partner authorized  to  bind
the  Partnership, and to file or record any such amended  documents  and
change  the  Partnership's Principal Office,  and  each  Partner  hereby
grants  to  the General Partner of the Controlling Party its irrevocable
power  of  attorney  to do the same, which power of  attorney  shall  be
deemed  to be a power coupled with an interest which may not be  revoked
until the termination and winding up of the Partnership.  The provisions
of  this Section 5.14(c) shall take precedence over any provision to the
contrary set forth in this Agreement.

                (d)   Remedies Not Exclusive.  No remedy conferred  upon
the  Partnership  or any Partner in this Agreement  is  intended  to  be
exclusive  of  any other remedy herein or by law provided or  permitted,
but  rather each shall be cumulative and shall be in addition  to  every
other  remedy given hereunder or now or hereafter existing  at  law,  in
equity or by statute.
<PAGE> 25

                                ARTICLE 6

                         Transfers of Interests

          6.1  Restrictions on Transfers.

                (a)   Except as permitted in Section 6.1(b) or otherwise
expressly  permitted  or required by this Agreement,  no  Partner  shall
Transfer all or any portion of its Partnership Interest, and no  partner
or  other  controlling entity or Person of a Partner shall  directly  or
indirectly Transfer its ownership interest in such Partner or  take  any
action  which  would  have such an effect, without the  unanimous  prior
written  consent  of the Partners, which consent may be  withheld  by  a
Partner  in its sole and absolute discretion.  Any Transfer or attempted
Transfer by any Partner in violation of the preceding sentence shall  be
null and void and of no force or effect whatsoever.  Each Partner hereby
acknowledges the reasonableness of the restrictions on Transfer  imposed
by   this  Agreement  in  view  of  the  Partnership  purposes  and  the
relationship  of  the  Partners and the Partnership.   Accordingly,  the
restrictions   on  Transfer  contained  herein  shall  be   specifically
enforceable.  Each Partner hereby further agrees to hold the Partnership
and   each  Partner  wholly  and  completely  harmless  from  any  cost,
liability, or damage (including liabilities for income taxes  and  costs
of enforcing this indemnity) incurred by any of such indemnified Persons
as  a result of a Transfer or an attempted Transfer in violation of this
Agreement.

                (b)   Notwithstanding anything to the contrary contained
herein,  the following Transfers shall be permitted under this Agreement
without   any  consent  being  required  from  any  Partner  ("Permitted
Transfers"):

                    (i)  Any Transfer of the entire Partnership Interest
     to  an  Affiliate of the respective  Operating Partnership  or  the
     Partner, provided that the applicable   Operating Partnership has a
     direct  or indirect legal or beneficial ownership interest entitled
     to  receive at least 25% of the dividends, distributions  or  other
     cash proceeds of such Affiliate;

                     (ii)  Any  transaction involving (1) the  Transfer,
     issuance or redemption of stock or other equity securities  of  any
     direct  or indirect corporate partner of a Partner, whether or  not
     such  Transfer, issuance or redemption occurs on any  public  stock
     exchange,  (2)  the  Transfer,  issuance  or  redemption   of   any
     partnership units in the respective  Operating Partnership  or  the
     Partner,  or  (3)  the  direct or indirect  Transfer,  issuance  or
     redemption  of  limited  partnership  interests  in  any   Partner;
     provided that following any such transaction referred to in  (1)  -
     (3)  of  this  subsection (ii), the entire Partnership Interest  is
     owned by an Affiliate of the applicable  Operating Partnership  and
     the applicable  Operating Partnership continues to have a direct or
     indirect legal or beneficial ownership interest entitled to receive
     at least 25% of the dividends, distributions or other cash proceeds
     of such Affiliate.
<PAGE> 26
           6.2   Transferee Requirements.  In no event may  any  Partner
Transfer  its  Partnership Interest pursuant to the provisions  of  this
Article  6  or  otherwise (i) to any person who lacks the  legal  right,
power  or  capacity to own a Partnership Interest; (ii) in violation  of
any  provision of any mortgage or deed of trust (or note or bond secured
thereby)  constituting a lien against any Partnership  Property  or  any
part thereof, or of any other instrument, document or agreement to which
the  Partnership  is a party or otherwise bound; (iii) in  violation  of
applicable law; (iv) in the event such Transfer or issuance would  cause
any  Partner  who is a REIT (or any Person who, directly or  indirectly,
owns  an interest in any Partner who is a REIT) to cease to comply  with
the  requirements necessary to achieve REIT status; (v) if such Transfer
would  cause  a  termination of the Partnership for federal  income  tax
purposes or would cause a constructive distribution to any Partner or to
any partner of the Underlying Partnership under Section 752 of the Code;
(vi)  if  such  Transfer  would,  in  the  opinion  of  counsel  to  the
Partnership,  cause  the Partnership to cease  to  be  classified  as  a
partnership  for  federal income tax purposes; (vii)  if  such  Transfer
would  cause  the  Partnership to become, with respect to  any  employee
benefit  plan  subject  to  Title 1 of ERISA, a "party-in-interest"  (as
defined  in  Section  3(14)  of ERISA) or a  "disqualified  person"  (as
defined  in  Section 4975(c) of the Code); or (xiii)  if  such  Transfer
would,  in the opinion of counsel to the Partnership, cause any  portion
of  the  Partnership   Properties to constitute assets of  any  employee
benefit  plan  pursuant to the Department of Labor  Regulations  Section
2510.2-101.  As used in this Agreement, the term "Transferee" shall mean
any approved Transferee pursuant to Article 6 hereof.

          6.3  Partnership Interest Loans.

                (a)   General Loan Provisions.  Each Partner shall  have
the  right  to pledge its entire Partnership Interest, and the  proceeds
thereof  as  security for a loan or loans (or a guaranty of  a  loan  or
loans  to  its  partner or other controlling Entity or Person)  under  a
credit  facility  and  all  other obligations  under  the  related  loan
documents (collectively, a "Partnership Interest Loan Obligations")  and
to obtain such loan or loans secured by its Partnership Interest and the
proceeds  thereof  (all  loans  under a single  credit  facility  being,
collectively, a "Partnership Interest Loan") at any time during the term
of this Agreement upon the following terms and conditions:

                     (i)  there shall never be more than one Partnership
     Interest  Loan with respect to each Partner's Partnership  Interest
     outstanding at any time;

                     (ii) the Partnership Interest Loan Obligations  may
     be  secured by the Partner's Partnership Interest and the  proceeds
     thereof but shall not be secured by or in any way collateralized by
     any of the Properties;

                     (iii)      the Partnership Interest Loan  shall  be
     prepayable  in  full at any time, subject to customary  notice  and
     prepayment penalties;
<PAGE> 27
                     (iv) the Partner obtaining or guaranteeing any such
     Partnership Interest Loan shall pay each other Partner's reasonable
     attorneys' fees incurred in connection with the review of the  loan
     documents  for each such Partnership Interest Loan with respect  to
     the compliance of such loan documents with the conditions set forth
     in this Section 6.3;

                     (v)  At the time such Partnership Interest Loan  is
     incurred, no default or Event of Default by or with respect to  the
     Partner obtaining the Partnership Interest Loan shall have occurred
     and be continuing under this Agreement;

                      (vi)  The  lender  or  lenders  under  each   such
     Partnership  Interest Loan shall be a bank, or other  institutional
     lender,  provided that in the case of a Partnership  Interest  Loan
     made  by  more than one lender (or in which there are one  or  more
     participants), the Partners and the Partnership shall  be  entitled
     to  deal  only with an agent or other representative for  all  such
     lenders  (and  their participants, if any, or, in  the  case  of  a
     Partnership  Interest Loan held by a single lender in  which  there
     are  one or more participants, shall be entitled to deal only  with
     such lender) in connection with such Partnership Interest Loan  and
     any notice given to such representative (or lender) shall be deemed
     notice to all lenders and participants, and any consent or approval
     by  such  representative (or lender) shall be deemed given  by  all
     lenders and participants);

                     (vii)      The  other Partners shall be  reasonably
     satisfied that any loan by a Partner will not result in any adverse
     tax consequences to such Partners or the Partnership;

                     (viii)    Any loan must be an arm's length "bridge"
     or  other financing on terms customary for financings of that  type
     or otherwise reasonably acceptable to the other Partners;

                      (ix)   (a)  The  loan  documents  for  each   such
     Partnership  Interest Loan shall not include  terms  or  conditions
     which  unreasonably (taking into account what is then customary  in
     loan  documents  for  similar  loans  with  similar  lenders)   and
     adversely  impact the Partnership's, the Underlying  Partnership's,
     the  Partners' or any Property Manager's ability to operate, manage
     or lease any Property or any Partnership Property; and (b) the loan
     documents  for each such loan shall not include terms or conditions
     that  grant  the lender approval or consent rights with respect  to
     the  operation,  management  or leasing  of  any  Property  or  any
     Partnership  Property except, in the case of clauses  (a)  and  (b)
     immediately  above,  as  approved  by  the  other  Partners,  which
     approval shall not be unreasonably withheld;

                     (x)   The loan shall not include any participation,
     contingent  interest or equity conversion features  (provided  that
     the  foregoing  limitations shall not preclude the  calculation  or
     payment of any prepayment penalty based upon a yield maintenance or
<PAGE> 28
     similar formula); interest on the loan shall be payable on a  basis
     no less frequently than monthly (or, in the case of LIBOR loans, at
     the  end  of the interest period applicable thereto, but  not  less
     frequently than every three months);

                     (xi) A Partnership Interest Loan shall not cause  a
     default under any agreement to which the Partnership or the Partner
     incurring  or  guaranteeing  such Partnership  Interest  Loan  (the
     "Pledging  Partner") is a party or bound and the  Pledging  Partner
     shall  have obtained all third party consents to such loan required
     to be obtained by it;

                     (xii)     The loan documents shall provide that the
     lender  or  lenders  (or  such representative)  will  not  exercise
     remedies thereunder except after giving written notice to the other
     Partners  and  the  Partnership  of  any  default  under  the  loan
     documents  concurrently  with the giving  of  such  notice  to  the
     defaulting Partner; the Pledging Partner shall agree that the  loan
     documents  shall  not be amended, modified or supplemented  without
     the  other  Partners'  prior written consent;  and  the  lender  or
     representative shall, at any other Partner's request, enter into  a
     separate  agreement in form reasonably satisfactory to  such  other
     Partner, wherein the lender reasonably agrees to provide such other
     Partner and the Partnership with such notice; and

                     (xiii)    Neither the Person making the Partnership
     Interest  Loan,  nor  any  Person participating  in  a  Partnership
     Interest Loan, shall have made a loan to the Partnership or to  the
     Underlying Partnership or secured by any Partnership Assets or  any
     Underlying Partnership Assets.

                (b)  Within a reasonable time after receipt of a request
by  the Partner obtaining a Partnership Interest Loan accompanied  by  a
copy  of  the  related loan documents, the other Partners shall  certify
whether the Partnership Interest Loan and the loan documents relating to
such  Partnership Interest Loan comply with the conditions set forth  in
clauses (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) as to the
Partnership  only,  (xii)  and  (xiii) of  this  Section  6.3(a),  which
certification shall not be unreasonably withheld, and any such lender or
representative may conclusively rely on such certification.

                 (c)   The  Partnership  shall  notify  the  lender   or
representative  of  any  failure by the Pledging  Partner  to  make  any
payment  to the Partnership or to any other Partner required under  this
Agreement.  Notwithstanding anything herein to the contrary, the  lender
or  lenders under the Partnership Interest Loan (or such representative)
shall  have  the  right (but not the obligation) to  cure  such  default
within  30  days  after receipt of such notice by  making  such  payment
(which  shall have the same effect as if such payment had been  made  by
such Partner), and until the expiration of such 30 day period, the other
Partners  shall not exercise any of their rights and remedies  hereunder
or  under  the  Act with respect to such default and, if and  when  such
secured party makes the payment, such default shall be considered  cured
and shall cease to exist for all purposes of this Agreement and the Act.
<PAGE> 29
                (d)  Notwithstanding anything herein to the contrary, at
any time after the date on which the Partnership receives written notice
(a  "Partnership  Interest  Loan  Default  Notice")  from  a  lender  or
representative  that an "event of default" of the Pledging  Partner  has
occurred  and  exists under a Partnership Interest Loan and  instructing
the  Partnership to make all future distributions or other payments then
required  to  be  made  to the Pledging Partner  under  the  Partnership
Agreement  or  any  Default Loan to such lender or representative  until
further  notice from such lender or representative, such payments  shall
be  made to such lender or representative notwithstanding receipt by the
Partnership  or any other Partner of any notice by the Pledging  Partner
(or  any  trustee or other person acting on its behalf) to the contrary.
In  addition,  at  any  time  after the date on  which  the  Partnership
receives  a  Partnership Interest Loan Default  Notice  and  until  such
notice is rescinded by the lender or representative after all "events of
default"  of  the Pledging Partner have ceased to exist, the Partnership
shall  provide  to  the lender or representative under  the  Partnership
Interest Loan copies of all notices and reports being provided hereunder
or  under  the  Act  to the Pledging Partner and such other  information
regarding the Properties or the Partnership Property and the operations,
assets,  liabilities and business of the Partnership as  the  lender  or
representative may reasonably request.

                (e)   Upon  any  foreclosure of  the  security  interest
securing  any Partnership Interest Loan Obligations, or any transfer  in
lieu thereof, (i) the secured party, purchaser, transferee or a designee
thereof  shall  have  the rights of an "assignee"  of  such  Partnership
Interest under the Act, including, without limitation, all rights of the
Pledging  Partner to (A) share in profits and losses of the Partnership,
(B) receive distributions from the Partnership under Article 3 or 10  or
Section  7.3(b),  8.4 or 8.6(b) hereof or the other provisions  of  this
Agreement or the Act and (C) all other economic rights of such  Pledging
Partner with respect to the Partnership Interest (including the right to
receive  any  and all sale proceeds of the Partnership Interest  if  and
when  the Partnership Interest is sold in accordance with the provisions
of  this Agreement), and (ii) in all other respects the Pledging Partner
shall  continue as a Partner under this Agreement with all other  rights
hereunder  (including,  without limitation, the right  to  exercise  any
voting,  management or other consensual rights), unless  and  until  the
secured  party,  purchaser,  transferee or designee  is  admitted  as  a
substitute  Partner  pursuant to Section 6.4 at such  Person's  request.
Upon  satisfaction  by  such  secured party,  purchaser,  transferee  or
designee  of  the conditions set forth in Section 6.4, (i)  such  Person
shall be admitted as a Partner and (ii) the Pledging Partner shall cease
to  be  a Partner, in each case without the consent of any other Partner
or  other  Person being required.  Unless and until such secured  party,
purchaser,   transferee  or  designee  becomes  a  Partner  under   this
Agreement,  such secured party, purchaser, transferee or designee  shall
not  be  liable  for  any  of the liabilities  and  obligations  of  the
Partnership or such Pledging Partner, whether under this Agreement,  the
Act or otherwise, except as otherwise provided by law.

               (f)  Any partner or other controlling Person of a Partner
shall  be  entitled to grant a security interest to a lender or  lenders
(or representative) referred to in clause (vi) of Section 6.3(a) under a
Partnership Interest Loan in the direct or indirect ownership  interests
that  such  partner  or other Person holds from time  to  time  in  such
Partner  or the Partnership, provided that such security interest  shall
<PAGE> 30
not  be foreclosed (and no transfer in lieu thereof shall occur) at  any
time  prior  to foreclosure of the security interest in the  Partnership
Interest (or transfer in lieu thereof).

               (g)  Notwithstanding anything herein to the contrary, the
provisions of this Section 6 shall accrue to the benefit of all  lenders
and representatives under Partnership Interest Loans.

                (h)   Right of Purchase.  If any lender of a Partnership
Interest  Loan  or  any  third party (each a "Loan Default  Transferee")
should  become  an assignee of any Partner's Partnership Interest  as  a
result of a default under any such Partnership Interest Loan, whether by
or  through  foreclosure  of  its  security  interest  in  and  to  such
Partnership Interest, assignment-in-lieu thereof, or otherwise,  then  a
Partner of the other Party shall have a one-time right to purchase  from
the  Loan Default Transferee such assignee's interest in the Partnership
Interest  on the terms and conditions of this Section 6.3(h).  No  later
than  five  (5)  business days after its acquisition of such  assignee's
interest in the Partnership Interest, the Loan Default Transferee  shall
deliver  written  notice (the "Loan Default  Transfer  Notice")  to  the
other  Partners  notifying such other Partners of the transfer,  setting
forth such Loan Default Transferee's address for notices and stating the
credit  bid,  purchase  price or other amount paid  for  the  assignee's
interest  in  the  Partnership Interest (which amount  may  include  the
discharge of indebtedness in exchange therefor).  The other Partners may
then exercise its rights under this subsection (h) by delivering to  the
Loan  Default  Transferee,  within 30 days after  such  other  Partner's
receipt of the Loan Default Transfer Notice, written notice stating  its
intention  to  purchase  such  assignee's interest  in  the  Partnership
Interest.   The  purchase  price  for the  assignee's  interest  in  the
Partnership Interest shall equal the credit bid, purchase price or other
amount paid by such Loan Default Transferee for such assignee's interest
in  the  Partnership  Interest as stated in the  Loan  Default  Transfer
Notice,  plus  interest  thereon from the date  that  the  Loan  Default
Transferee  acquires title to the assignee's interest in the Partnership
Interest until the date that the sale of the assignee's interest in  the
Partnership Interest to the other Partner is consummated at the  default
rate  stated in the loan documents.  If any other Partner exercises  its
option  to purchase such assignee's interest in the Partnership Interest
hereunder  to  such other Partner or its designee, the transfer  of  the
assignee's  interest in the Partnership Interest to  the  other  Partner
shall  be  consummated no later than the sixtieth (60th) day  after  the
date  of  such Loan Default Transferee's receipt of the other  Partner's
written  notice exercising such purchase option.  The other Partner  may
designate  an  Affiliate  of  such Partner  as  the  purchaser  of  such
assignee's  interest in the Partnership Interest.  Upon the consummation
of  any  transfer  hereunder to such Partner or its designee,  the  Loan
Default  Transferee shall be released from any and all  obligations  and
liability  hereunder  except for obligations,  liabilities,  duties  and
rights  arising before such transfer which have not been  determined  or
ascertained as of the date of transfer.

           Upon  request  by  a Partner who is obtaining  a  Partnership
Interest Loan in accordance with the provisions of this Section 6.3, the
Partnership and the other Partners shall each execute and deliver to the
lender  or  representative  under such  Partnership  Interest  Loan,  in
<PAGE> 31
addition  to  the  certifications contemplated by Section  6.3(b),  such
agreements  and other documents as may be reasonably requested  by  such
lender   or  representative  in  connection  therewith,  provided   such
agreements  and  other documents are consistent with the  provisions  of
this Article 6.

           6.4   Admission  of Transferee as a Partner.   No  Transferee
pursuant  to  the  provisions of this Article 6  above  shall  become  a
substituted  Partner  until all of the following  conditions  have  been
satisfied, as applicable:

               (a)  A certified copy of the instrument of transfer shall
have  been  filed with the Partnership.  The Transferee shall  agree  in
writing  for the benefit of the Partnership to be bound by  all  of  the
terms  of  this Agreement and to assume and perform all obligations  and
duties  of the transferring Partner, and an executed, duplicate original
of said assumption shall be delivered to the Partnership.

                (b)   The  proposed  Partner  shall  have  executed  and
acknowledged  for  recordation an amendment to this  Agreement  and  the
Statement  of  Partnership  and  such other  instruments  as  the  other
Partners  may  reasonably  deem necessary or desirable  to  effect  such
admission or substitution.

                (c)  A transfer fee sufficient to cover all expenses  in
connection  with such assignment and substitution (including  reasonable
legal  and  accounting  fees) shall have been paid  to  the  Partnership
either by the Transferee or the transferring Partner.

                (d)   The  admission of a Transferee  as  a  substituted
Partner and any release of the transferring Partner shall not be a cause
for   dissolution   of  the  Partnership  under  the  Delaware   Uniform
Partnership  Act.   Each  Partner hereby  agrees  in  writing  that  the
Partnership shall continue after such admission.

           6.5  Allocations and Distributions Upon Transfers.  Upon  the
occurrence  of a Transfer during any Fiscal Year, Profits, Losses,  each
item  thereof,  and  all  other items attributable  to  the  Partnership
Interest  so  transferred  for such Fiscal Year  shall  be  divided  and
allocated between the transferring Partner and the Transferee by  taking
into  account  their  varying  interests  during  the  Fiscal  Year   in
accordance with Code Section 706(d), using any conventions permitted  by
law  and  selected  by the Operating Committee.  All  distributions  and
allocations  on or before the date of a Transfer shall be  made  to  the
transferring  Partner, and all distributions and allocations  thereafter
shall  be  made  to  the Transferee.  The Operating  Committee  and  the
Partnership  shall  incur  no  liability  for  making  allocations   and
distributions  in  accordance with the provisions of this  Section  6.5,
whether  or not the Operating Committee or the Partnership has knowledge
of any Transfer of ownership of any interest in the Partnership.
<PAGE> 32

                                ARTICLE 7

                                Buy-Sell

           7.1  Buy-Sell Offering Notice.  Either Party may exercise its
rights under this Article 7 at any time after a deadlock over a Buy-Sell
Major  Decision  relating  to one (1) of the  Underlying  Properties  or
Partnership  Properties (the "Subject Property") is not resolved  within
thirty (30) days after the Executive Committee meeting at which the same
is  voted  upon;  provided, however, that in the case of  an  Underlying
Property (i) such rights may only be exercised in connection with an in-
kind  distribution of such Underlying Property to the Partnership  under
Section  5.3  of the Underlying Partnership Agreement, and (ii)  in  the
event  of  any  such  in-kind distribution, the  Party  whose  Affiliate
elected  to cause such in-kind distribution shall be required to  become
the  Initiating Party with respect to such  Property hereunder.  At  any
such time, either Party (the "Initiating Party") may give written notice
(the  "Offering Notice") to the other Party (the "Responding Party")  of
its  intent  to  purchase all, but not less than  all,  of  the  Subject
Property.   The Offering Notice must be given within fifteen  (15)  days
after the expiration of the thirty (30) day period described immediately
above.  In such event, the provisions set forth in this Article 7  shall
apply.   The  Initiating Party shall specify in its Offering Notice  the
all  cash  purchase  price ("Purchase  Price") at which  the  Initiating
Party  would  be  willing  to purchase a fifty percent  (50%)  undivided
interest  in the Subject Property free and clear of all debt secured  by
mortgages, deeds of trust and other security instruments thereon  as  of
the date the Offering Notice is given ("Date of Value").  Once given, an
Offering  Notice may not be revoked or withdrawn by an Initiating  Party
without  the written consent of the Responding Party, which consent  may
be  withheld  in  its sole and absolute discretion.  In no  event  shall
either Party be permitted to give an Offering Notice initiating its buy-
sell rights under this Article 7 more often than once in any twelve (12)
successive month period.

           7.2   Exercise  of Buy-Sell.  Upon receipt  of  the  Offering
Notice, the Responding Party shall then be obligated either:

                (a)   To  consent to the sale of a fifty  percent  (50%)
undivided  interest in the Subject Property to the Initiating Party  for
the Purchase Price; or

               (b)  To purchase a fifty percent (50%) undivided interest
in the Subject Property for the Purchase Price.

The  Responding Party shall notify the Initiating Party of its  election
within thirty (30) days after the Date of Value.  Failure to give notice
within  the required time period shall be deemed consent to the sale  of
the  Subject  Property to the Initiating Party.  For  purposes  of  this
Article 7, the terms "Purchasing Party" and "Selling Party" shall  mean,
respectively, the Party who is obligated to purchase and the  Party  who
is  obligated  to sell a fifty percent (50%) undivided interest  in  the
Subject Property pursuant to either Section 7.2(a) or 7.2(b) (regardless
of which Party is the Initiating Party and which Party is the Responding
Party).
<PAGE> 33
          7.3  Closing.

                (a)   The Parties shall meet and exchange documents  and
pay  amounts due, and otherwise do all things necessary to conclude  the
transaction set forth herein at the closing of such purchase (the  "Buy-
Sell  Closing").  The Buy-Sell Closing shall occur at the office of  the
Purchasing  Party's  legal counsel at 9:00 a.m. on the  first  Wednesday
after the ninetieth (90th) day after the Date of Value unless the day is
a  Saturday, Sunday, or national or state holiday and, in that event, on
the  next business day.  At the Buy-Sell Closing, the Partnership  shall
distribute  to each of the Initiating Party and the Responding  Party  a
fifty  percent  (50%)  undivided  fee simple  interest  in  the  Subject
Property.  Immediately thereafter, the Purchasing Party  shall  purchase
the interest of the Selling Party in the Subject Property for cash in an
amount  equal  to  the Purchase Price.  At the Buy-Sell  Closing,  there
shall  be  delivered  to  the  Purchasing  Party  a  duly  executed  and
acknowledged  deed in such form as may be appropriate  and  required  to
legally transfer such fee simple title in and to the Subject Property to
the Purchasing Party, and shall also, upon the request of the Purchasing
Party,  concurrently therewith (or at any time and  from  time  to  time
thereafter) be executed, acknowledged and delivered such other documents
and  records as the Purchasing Party determines are reasonably necessary
or  desirable  to  conclude the Buy-Sell Closing and to  otherwise  vest
title  in and to the Subject Property in the Purchasing Party and  allow
the  Purchasing Party to develop, use, sell, rent, manage or operate the
Subject  Property (including, without limitation, assignments of leases,
reciprocal  easement  and  operating  agreements,  contracts,   personal
property  and  other rights or property of the Partnership necessary  or
useful  in  the  management  and operation  of  the  Subject  Property).
Additionally, the Selling Party shall execute, acknowledge  and  deliver
such other documents and records as the Purchasing Party determines  are
reasonably  necessary or desirable to provide the Purchasing Party  with
the same rights and interests in the Subject Property as were granted to
the  Selling Party by the Partnership.  The management agreement for the
Subject Property shall be immediately terminated effective as of the day
of  the Buy-Sell Closing.  Further, from and after the date of the  Buy-
Sell  Closing,  both  the  Partnership and the Selling  Party  shall  be
released  from  all obligations and liabilities accruing  in  connection
with the Subject Property, and the Purchasing Party shall indemnify  and
hold the Partnership and the Selling Party harmless from and against any
and all such obligations and liabilities accruing from and after the Buy-
Sell Closing.

                (b)   At  the  Buy-Sell Closing, each of the  Purchasing
Party and the Selling Party shall be responsible for the satisfaction of
fifty  percent (50%) of any debt secured by mortgages or deeds of  trust
against  the  Subject Property as of the Value Date and, if  applicable,
the  "release price" necessary to release any mortgage or deed of  trust
securing  the Existing Financing as of the Value Date.  It is  expressly
understood and agreed that (i) the transfer of a Subject Property  shall
be  reflected  on  the  books and records of  the  Partnership  and  the
Underlying Partnership as a partial transfer to the general partners  of
the   Underlying  Partnership,  in  accordance  with  their   respective
Percentage  Interests  therein, followed  by  a  sale  of  such  partial
interest  by  the general partner that is an Affiliate  of  the  Selling
Party  to  the  Purchasing  Party  (or  its  Assignee),  and  (ii)  such
satisfaction  may  occur through the assumption  of  such  debt  by  the
Purchasing  Party, or the refinancing of such debt with new indebtedness
<PAGE> 34
secured  by  the  Purchasing Party (in each case,  with  an  appropriate
reduction  of  amounts  otherwise owed by the Purchasing  Party  to  the
Selling Party), or through other tax-efficient means agreed upon by  the
Partners.  It is also expressly understood and agreed that the  Buy-Sell
Closing  may  be  effected through the transfer of a duly  executed  and
acknowledged  deed  directly  from the  Partnership  or  the  Underlying
Partnership,  as  the  case  may be, to the  Purchasing  Party  (or  its
designee).   The Purchasing Party shall be responsible for and  pay  all
costs  and expenses incurred in connection with the sale of the  Subject
Property;  provided that, each Party shall bear its own attorneys'  fees
and  further  the  Initiating Party shall pay any yield  maintenance  or
other interest premium on the pay-off of such debt.

               (c)  The Partners acknowledge and agree that each Subject
Property  is  extraordinary  and unique,  and  the  provisions  of  this
Article 7 shall be specifically enforceable.


                                ARTICLE 8

                        Exit Call; Portfolio Sale

           8.1   Call Rights.  At any time from and after the date which
is  eighteen  (18)  months  after  the acquisition  of  the   Underlying
Properties  by  the  Underlying Partnership, either Party  may,  without
cause  and  in its sole and absolute discretion, elect to call  for  the
Partnership  to   dissolve  and  the distribution  of  all   Partnership
Properties  to  the  Partners  in kind;  provided,  however,  that  such
election  may only be made in connection with an election,  pursuant  to
Section  10.01(e) of the Underlying Partnership Agreement, to  liquidate
the  Underlying  Partnership, in which case the  Party  whose  Affiliate
elected  such  liquidation  shall be the "Exercising  Party"  hereunder.
Such  distribution  by the Underlying Partnership shall  be  treated  as
occurring  as follows: (i) first, as a distribution to the  partners  in
the  Underlying Partnership in accordance with their interests  therein;
and  (ii)  as a distribution by the Partnership of its assets (including
its  proportionate share of the Underlying Partnership  Assets)  to  the
Partners in accordance with their Partnership Interests.  Any Party  may
exercise  its  right to call for the dissolution of the  Partnership  by
delivering  to  the  other  Party written  notice  stating  that  it  is
exercising  its call right under this Article 8 (a "Call Notice").   The
Party exercising its rights hereunder shall be referred to herein as the
"Exercising  Party" and the other Party shall be referred as  the  "Non-
Exercising  Party".   Once  a Call Notice is  delivered,  it  cannot  be
rescinded or withdrawn except with the prior written consent of the Non-
Exercising Party.

           8.2   Procedures  upon Call Exercise.   Within  fifteen  (15)
business  days  after  the  delivery of  a  Call  Notice  requiring  the
dissolution  of the  Partnership by the Exercising Party,  the  Partners
shall  meet  (a  "Call Dissolution Meeting") in order to  determine  and
agree upon the fair market value of each  Property (for purposes of this
Article 8, any such property being referred to, individually, as a "Call
Property," and collectively, as the "Call Properties").  It is expressly
acknowledged and agreed that the Call Dissolution Meeting may occur over
the  course of a number of days and may be adjourned from time  to  time
and  reconvened upon the agreement of the Parties.  If the  Parties  are
<PAGE> 35
unable  to agree upon the fair market value of any Call Property  within
thirty  (30) days after the first day of such Call Dissolution  Meeting,
the  fair  market  value of such Call Property shall  be  determined  in
accordance  with the appraisal process set forth in Section  8.5  below.
Upon  the  determination of the fair market value of each Call Property,
whether  by  agreement of the Parties or appraisal, the Call  Properties
will be distributed to the Parties as follows:

           (a)   first,  the Non-Exercising Party shall  select  a  Call
Property for acquisition;

          (b)  second, the Exercising Party shall select a Call Property
for acquisition; and

           (c)  thereafter, the Non-Exercising Party shall select a Call
Property for acquisition and the Parties shall alternate choices in such
manner until all of the Call Properties have been allocated between  the
Partners.

If  the total number of Call Properties is an odd number, then the  Non-
Exercising  Party shall be permitted to elect, in its sole and  absolute
discretion,  whether to acquire the final Call Property  or  to  mandate
that  the  Exercising Party acquire such final Call Property.  The  Call
Properties  to  be  acquired by the Exercising Party  pursuant  to  this
Section  8.2 shall be herein referred to each as an "Exercising  Party's
Property"  and collectively as the "Exercising Party's Properties",  and
the  Call Properties to be acquired by the Non-Exercising Party pursuant
to  this  Section  8.2  shall be herein referred  to  each  as  a  "Non-
Exercising  Party's   Property" and collectively as the  "Non-Exercising
Party's Properties"

           8.3  Closing Procedure.  The Partners shall meet and exchange
documents and pay amounts due, and otherwise do all things necessary  to
conclude  the  transactions set forth in this Article 8 at  the  closing
(the "Call Closing").  The Call Closing shall occur at the office of the
Exercising  Party's  legal counsel at 9:00 a.m. on the  first  Wednesday
after  the  thirtieth (30th) day following the day  that  the  selection
procedure  described  in  Section 8.2 above shall  have  been  completed
(unless  such  day is a Saturday, Sunday, or national or  state  holiday
and, in that event, on the next business day).  At the Call Closing each
of   the  Exercising  Party  and  the  Non-Exercising  Party  shall   be
responsible  for  the satisfaction of any debt secured by  mortgages  or
deeds  of  trust against the Exercising Party's Properties and the  Non-
Exercising  Party's Properties, respectively, as of such  date  and,  if
applicable,  the  "release price" necessary to release any  mortgage  or
deed  of trust securing the Existing Financing as of such date.   It  is
expressly understood and agreed that such satisfaction may occur through
the  assumption of such debt, or the refinancing of such debt  with  new
indebtedness, or through other tax-efficient means agreed  upon  by  the
Partners.  Immediately thereafter, the Partnership shall (i) deliver  to
the  Exercising Party a duly executed and acknowledged deed in such form
as  may be appropriate and required to legally transfer fee simple title
in  and to each Exercising Party's Property to the Exercising Party, and
shall  also,  upon  the  request of the Exercising  Party,  concurrently
therewith  (or  at  any time and from time to time thereafter)  execute,
acknowledge  and  deliver  such  other  documents  and  records  as  the
Exercising  Party determines are reasonably necessary  or  desirable  to
<PAGE> 36
conclude  the  Call Closing and to otherwise vest title in  and  to  the
Exercising  Party's  Properties in the Exercising Party  and  allow  the
Exercising  Party  to develop, use, sell, rent, manage  or  operate  the
Exercising    Party's   Properties   (including,   without   limitation,
assignments  of  leases, reciprocal easement and  operating  agreements,
contracts,  personal  property  and other  rights  or  property  of  the
Partnership necessary or useful in the management and operation  of  the
Exercising Partner's Properties), and (ii) deliver to the Non-Exercising
Party  a  duly  executed and acknowledged deed in such form  as  may  be
appropriate and required to legally transfer fee simple title in and  to
each  Non-Exercising Party's Property to the Non-Exercising  Party,  and
shall  also,  upon the request of the Non-Exercising Party, concurrently
therewith  (or  at  any time and from time to time thereafter)  execute,
acknowledge  and deliver such other documents and records  as  the  Non-
Exercising  Party determines are reasonably necessary  or  desirable  to
conclude the Call Closing and to otherwise vest title in and to the Non-
Exercising Party's Properties in the Non-Exercising Party and allow  the
Non-Exercising Party to develop, use, sell, rent, manage or operate  the
Non-Exercising   Party's  Properties  (including,  without   limitation,
assignments  of  leases, reciprocal easement and  operating  agreements,
contracts,  personal  property  and other  rights  or  property  of  the
Partnership  or the Underlying Partnership necessary or  useful  in  the
management and operation of the Non-Exercising Party's Properties).  The
Partnership  shall  distribute   to the  Exercising  Party  all  of  the
Exercising  Party's  Properties, and distribute  to  the  Non-Exercising
Party  all of the Non-Exercising Party's Properties.  In the event  that
the  aggregate  fair  market value of the Exercising Party's  Properties
(less  any debt assumed by the Exercising Party) and the aggregate  fair
market  value  of the Non-Exercising Party's Properties (less  any  debt
assumed  by the Non-Exercising Party), as determined pursuant to Section
8.6  below,  are  unequal,  the Partnership  shall  designate  one  Call
Property (the "Designated Property"), which Designated Property shall be
deemed  to  have  been distributed to the Exercising and  Non-Exercising
Parties  in that proportion necessary to equate, as closely as possible,
the  fair  market  values  of  the Call Properties  distributed  to  the
Exercising  and  Non-Exercising Parties (less any debt  assumed  by  the
Parties).   If the Designated Property is an Exercising Party  Property,
then the Exercising Party shall pay to the Non-Exercising Party cash, in
an  amount  equal  to the fair market value of such Designated  Property
multiplied  by the percentage of the Designated Property distributed  to
the  Non-Exercising  Party.   If  the  Designated  Property  is  a  Non-
Exercising  Party Property, then the Non-Exercising Party shall  pay  to
the Exercising Party cash in an amount equal to the fair market value of
such  Designated Property multiplied by the percentage of the Designated
Property distributed to the Exercising Party.  The  Partnership shall be
responsible  for  and  shall  pay all costs  and  expenses  incurred  in
connection with the pay-off and satisfaction of all financing secured by
the   Partnership  Properties,   or  any  of  them  (including,  without
limitation, the Existing Financing) and the release of all liens created
thereby  (including,  without limitation, all  prepayment  penalties  or
fees,  recording charges and other such costs and expenses).  Except  as
otherwise  provided in the immediately preceding sentence  and  in  this
sentence  below, the Exercising Party shall be responsible for  and  pay
all  costs and expenses incurred in connection with the distribution  of
the Exercising Party's Properties, and the Non-Exercising Party shall be
responsible  for and pay all costs and expenses incurred  in  connection
with the distribution of the Non-Exercising Party's Properties; provided
that,  each Party, the Partnership and the Underlying Partnership  shall
bear its own attorneys' fees in connection with such transactions.  Each
Party shall also, upon the request of the other Party, concurrently with
<PAGE> 37
the  Call  Closing  (or at any time and from time  to  time  thereafter)
execute,  acknowledge and deliver such other documents  and  records  as
such  other  Party determines are reasonably necessary or  desirable  to
conclude  the  Call  Closing.  The management agreements  for  all  Call
Properties  shall  be terminated effective as of the  day  of  the  Call
Closing.   Further,  from and after the date of the  Call  Closing,  the
Partnership  shall  be  released from all  obligations  and  liabilities
accruing to them in connection with the Call Properties, and each  Party
shall indemnify and hold the Underlying Partnership, the Partnership and
the  other  Party harmless from and against any and all such obligations
and  liabilities  with  respect to or relating to  the  Call  Properties
distributed to such Party accruing from and after the Call Closing.   It
is  also  expressly  understood and agreed  that  (i)  the  transfer  of
Partnership  Properties shall be reflected on the books and  records  of
the  Partnership  and the Underlying Partnership  so  as  to  take  into
account, as appropriate, the ownership interests of the general partners
of the Underlying Partnership, and (ii) the Call Closing may be effected
through  the transfer of a duly executed and acknowledged deed  directly
from the Partnership or the Underlying Partnership, as the case may  be,
to the appropriate Parties (or their designees).

           8.4   Winding  Up;  Distribution  of  Proceeds.   Immediately
following   the  Call  Closing,  the  Partnership  and  the   Underlying
Partnership   shall   be  wound  up,  and  all  remaining    Partnership
Properties shall be distributed to the Partners, in accordance with  the
terms and provisions of Article 10 hereof.

           8.5  Fair Market Value Appraisal Process.  If the Parties are
unable  to  agree  upon the fair market value of any  Call  Property  in
accordance  with  and within the time period set forth  in  Section  8.2
above,  then  the  fair  market value of such  Call  Property  shall  be
determined  in accordance with the terms and provisions of this  Section
8.5.   Within  twenty  (20)  days  after  the  conclusion  of  the  Call
Dissolution  Meeting  or the expiration of the thirty  (30)  day  period
described  in  Section  8.2, whichever occurs first,  each  Party  shall
appoint  an appraiser and, within ten (10) days after their appointment,
the  appraisers  so  appointed shall appoint  a  third  appraiser.   The
appraisers so appointed shall proceed to determine the fair market value
of  the  Call  Property (determined assuming the Call Property  was  not
encumbered  by  any debt).  The fair market value of the  Call  Property
shall  be the average of the two (2) most proximate appraisals.  If  the
highest  and  the  lowest  of  the  three  (3)  appraisals  are  exactly
equidistant from the middle appraisal, however, the fair market value of
the  Call  Property  shall be an amount equal to the  middle  appraisal.
Each  appraiser appointed pursuant to this Section 8.5 shall be  a  real
estate  appraiser with at least ten (10) years' professional  experience
and  with knowledge of the regional shopping center market (or knowledge
of  any  other  relevant  market with respect  to  any  particular  Call
Property) within the area where the Call Property is located.  If either
Party  fails to appoint an appraiser within such twenty (20) day period,
the determination of the fair market value of the Call Property shall be
made  by  the appraiser chosen by the other Party and such determination
shall be binding upon the Parties.  If the first two (2) appraisers  are
unable  to agree upon the third appraiser within the ten (10) day period
following their appointment, then they shall notify the then chairman of
the chapter of the American Institute of Real Estate Appraisers that  is
the  closest to the Call Property geographically and request such person
to  select a third appraiser.  Each Party shall pay the expense  of  the
<PAGE> 38
appraiser  that it appoints and the Parties shall share the  expense  of
the third appraiser.

          8.6  Portfolio Sale.

                (a)   Any  time  after the date which is  eighteen  (18)
months  after  the  date  of the acquisition of the  Properties  by  the
Underlying Partnership, a Party (for purposes of this Section  8.6,  the
"Portfolio  Selling  Party")  shall have the  right  to  cause  (i)  the
Partnership  to  sell  all (but not less than all)  of  the  Partnership
Properties to any unaffiliated third-party Person, subject to compliance
with  this Section 8.6; provided, however, that such right may  only  be
exercised  in connection with an election, pursuant to Section  10.01(e)
of  the  Underlying Partnership Agreement, to liquidate  the  Underlying
Partnership,  in  which  case  the Party whose  Affiliate  elected  such
liquidation  shall be the "Portfolio Selling Party" hereunder.   If  the
Portfolio  Selling  Party desires to sell the Partnership    Properties,
the Portfolio Selling Party shall give the other Party (for purposes  of
this Section 8.6, the "Remaining Party") written notice of its desire to
do so (the "Portfolio Offer Notice"), which Portfolio Offer Notice shall
state  the  aggregate price, measured in dollars and payable  solely  in
cash or immediately available funds (but which may include a credit  for
any existing mortgage debt to be assumed), at which the   Properties  as
a  portfolio,  will be offered for sale (the "Portfolio  Offer  Price").
The Remaining Party shall, within ninety (90) days after its receipt  of
the  Portfolio  Offer  Notice, notify the  Portfolio  Selling  Party  in
writing  whether  or  not the Remaining Party will purchase  the  entire
Partnership  Interest of the Portfolio Selling Party in the  Partnership
for  a  purchase  price equal to the amount that the  Portfolio  Selling
Party  (and  the  Affiliate of such Portfolio Selling Party  that  is  a
general portion of the Underlying Partnership) would receive if  all  of
the  Properties were sold for cash  (including a credit for any mortgage
debt  to  be assumed if included in the Portfolio Offer Notice)  at  the
Portfolio Offer Price, and the Partnership were liquidated, on a closing
date set forth in such notice which shall not be less than ten (10)  nor
more  than  thirty (30) days after the date of delivery of the Remaining
Party's response notice.  If the Remaining Party does not respond within
the  said  ninety (90) day period, the Remaining Party shall  be  deemed
conclusively  to  have  declined  to  purchase  the  entire  Partnership
Interest  of the Portfolio Selling Party in the Partnership as  provided
hereinabove and to have consented to the sale of the   Properties to  an
unaffiliated  third-party Person on the terms hereinafter provided.   If
the  Remaining Party elects to purchase the entire Partnership  Interest
of  the Portfolio Selling Party in the Partnership, the Portfolio  Offer
Notice  and  the  Remaining Party's response notice shall  constitute  a
binding  agreement  of purchase and sale between the  Portfolio  Selling
Party  and  the  Remaining  Party  and  the  Partnership  Interest  sale
transaction  shall  close on the date stated in  the  Remaining  Party's
response  notice.   At the closing, the Parties will  each  execute  and
deliver  to  one  another  such  documents  as  may  be  necessary   and
appropriate   to   consummate  the  transfer  of  the  Selling   Party's
Partnership  Interest (including, without limitation, an  Assignment  of
Partnership Interest containing customary indemnity provisions), and the
Remaining  Party shall pay to the Selling Party, in cash,  the  purchase
price for such Partnership Interest.  All management agreements for  the
Properties  and  Partnership Property managed by  the  Property  Manager
affiliated  with  the  Portfolio Selling Party  shall  be  automatically
terminated  upon  the  consummation of  the  sale  of  such  Partnership
Interest.
<PAGE> 39
           (b)   If  the Remaining Party does not elect to purchase  the
entire  Partnership  Interest  of the Portfolio  Selling  Party  in  the
Partnership,  the Portfolio Selling Party shall have the right,  subject
to this subsection (b), to cause the Partnership to sell the Partnership
Properties  for a cash (with a credit for mortgage debt to  be  assumed)
purchase  price equal to or greater than ninety-eight percent  (98%)  of
the  Portfolio  Offer Price; provided that, the Partnership   Properties
must  be listed with an investment banking firm experienced in the sales
of  portfolio properties similar to the Partnership  Properties for  the
highest and best price recommended by such investment banking firm,  but
not in any event less than the Project Offer Price.  The closing of such
portfolio  sale  shall occur not later than nine (9)  months  after  the
earlier  of  (x)  the  expiration of the Remaining Party's  one  hundred
twenty  (120) day response period provided in subsection (a) above,  and
(y)  the  date that the Remaining Party delivers written notice  to  the
Selling  Party  stating that it consents to the sale of the  Partnership
Properties  on  the terms and conditions of this Section  8.6.   If  the
Portfolio  Selling Party does not close such sale within such  nine  (9)
month  period in accordance with the terms hereof, then the  Partnership
Properties may not thereafter be sold as a portfolio under this  Section
8.6  without  again  giving notice to the Remaining  Party  pursuant  to
subsection  (a)  above.  The Remaining Party shall  cooperate  with  the
Portfolio Selling Party in order to sell the Partnership  Properties  on
the terms provided in this Section 8.6.

           8.7   Effect of Existing Financing.  Notwithstanding anything
in  this  Agreement  to the contrary, the foregoing provisions  of  this
Article  8  shall not be effective unless, prior to or contemporaneously
with  any transaction described herein, the Existing Financing has  been
satisfied in full.


                                ARTICLE 9

                   Withdrawals; Actions for Partition

           9.1   Waiver of Partition.  No Partner shall, either directly
or  indirectly, take any action to require partition of any  Partnership
Properties, and notwithstanding any provisions of applicable law to  the
contrary,  each Partner hereby irrevocably waives any and all rights  it
may have to maintain any action for partition or to compel any sale with
respect to its Partnership Interest or with respect to the Partnership's
interest  in  the  Underlying  Partnership,  or  with  respect  to   any
Partnership  Properties, except as expressly provided in this Agreement.

           9.2   Covenant  Not  to Withdraw or Dissolve.   Each  Partner
hereby  covenants  and agrees that the Partners have entered  into  this
Agreement  based  on  their mutual expectation that  all  Partners  will
continue as Partners and carry out the duties and obligations undertaken
by  them  hereunder and that, except as otherwise expressly required  or
permitted  hereby,  each  Partner hereby covenants  and  agrees  not  to
(a)  take  any  action  to  file a certificate  of  dissolution  or  its
equivalent with respect to itself, (b) take any action that would  cause
a  Bankruptcy of such Partner, (c) withdraw or attempt to withdraw  from
the  Partnership, (d) exercise any power under the Act to  dissolve  the
Partnership, (e) Transfer all or any portion of its Partnership Interest
<PAGE> 40
(other  than pursuant to the terms and provisions of Article 6  hereof),
(f)  petition for judicial dissolution of the Partnership or  permit  or
cause   the  Partnership  to  cause  a  dissolution  of  the  Underlying
Partnership,  or (g) demand a return of such Partner's contributions  or
profits   (or  a  bond  or  other  security  for  the  return  of   such
contributions or profits) without the unanimous consent of the Partners,
or except as otherwise specifically allowed under this Agreement.


                               ARTICLE 10

          Dissolution, Liquidation, Winding-Up and Termination

            10.1  Causes  of  Dissolution.   The  Partnership  shall  be
dissolved upon the first to occur of the following:

               (a)  January 1,  2095;

                (b)   The  written agreement of the Partners or  by  any
Party upon the exercise of its call right pursuant to Article 8 of  this
Agreement;

               (c)  The dissolution, termination, retirement, withdrawal
or  Bankruptcy  of a Partner, unless the business of the Partnership  is
continued  at  the election of other Partners having at  least  a  fifty
percent  (50%) Partnership Interest, made by delivery of written  notice
to  the  Partners and the Executive Committee given within  ninety  (90)
days  of  the  discovery  by such other Partners  of  such  dissolution,
termination, retirement, withdrawal or Bankruptcy;

                (d)  The election of a Non-defaulting Party made at  any
time during the continuation of an Event of Default with respect to  the
other Party;

                (e)   The occurrence of any event that makes it unlawful
for the business of the Partnership to be carried on;

                (f)   The  sale  or  other disposition  of  all  of  the
Partnership  Properties;

                (g)  The decree of the dissolution of the Partnership by
a court of competent jurisdiction; and

               (h)  The failure of the Underlying Partnership to acquire
the  Properties on or before April 1, 1998, unless such date is extended
in writing by all Partners.

                To  the  fullest extent permitted by law,  the  Partners
agree  that no act, thing, occurrence, event or circumstance shall cause
or result in the dissolution or termination of the Partnership except as
provided in this Section 10.1.
<PAGE> 41
           10.2 Winding Up and Liquidation.  Upon the dissolution of the
Partnership, the Partnership shall immediately commence to wind  up  its
affairs,  and the Partners or the Liquidator, as the case may be,  shall
proceed  with reasonable promptness to liquidate the Partnership Assets.
Except  as  provided below, during the period of the winding up  of  the
affairs  of the Partnership, the rights and obligations of the  Partners
set  forth in Article 5 with respect to the management and operation  of
the  Partnership  and  its  business  shall  continue.   Notwithstanding
anything  contained  in  this Agreement to the contrary,  if  any  event
described  in  Section 10.1(c) shall be continuing  with  respect  to  a
Partner of one Party at the time the Partnership is dissolved, a Partner
of  the  other  Party  (provided no such event is then  continuing  with
respect  to  it),  shall be entitled to act as the  liquidating  Partner
hereunder  or  to appoint a liquidating trustee (in either  event,  such
Partner  or  trustee being referred to herein as the  "Liquidator")  and
(i)  such  Liquidator shall be fully empowered to act on behalf  of  the
Partnership  and to wind up the Partnership's affairs and liquidate  the
Partnership   Properties, and (ii) the Liquidator shall be empowered  to
make,  perform  and  implement  all Major  Decisions  hereunder  without
obtaining the consent, approval or waiver of any Partner or Person.  The
Liquidator shall be entitled to receive reasonable compensation for  its
services, and shall be fully indemnified, defended and held harmless  by
the  Partnership  from  and  against  all  claims,  costs  and  expenses
(including  reasonable attorneys' fees and costs) arising in the  course
of it performing its duties hereunder, except for any such claims, costs
or  expenses resulting from the gross negligence or wilful misconduct of
the  Liquidator.  From and after the dissolution of the Partnership, the
Partnership  Assets  shall be liquidated and reduced  to  cash  or  cash
equivalents as soon as practicable and the resulting Net Cash Flow,  and
all  other  Net  Cash  Flow, shall be applied  and  distributed  in  the
following rank and order:

                (a)   To  the  payment of creditors of  the  Partnership
(other  than  in respect of Default Loans) in the order of  priority  as
provided by law;

               (b)  To the establishment and maintenance of a reserve of
cash or other assets of the Partnership to pay contingent liabilities of
the Partnership (other than any Default Loans) in such amounts as may be
reasonably  and  in  good  faith  determined  by  the  Partners  or  the
Liquidator, as the case may be;

                (c)   To  repay the principal amount of, and to pay  any
interest owing with respect to, any Default Loan; and

                (d)  To the Partners in accordance with their respective
Percentage Interests.

          If, immediately prior to the liquidation of the Partnership in
accordance  with the preceding provisions, there shall  continue  to  be
outstanding  any principal or accrued  interest on any Default  Loan  (a
"Default  Loan Deficiency"), the Noncontributing Party with  respect  to
such Default Loan shall contribute to the Partnership the amount of such
Default  Loan  Deficiency, which amount shall immediately thereafter  be
<PAGE> 42
distributed  to  the Contributing Party in satisfaction of  the  Default
Loan.

            10.3  Timing  Requirements;  Deemed  Distribution  and   Re-
contribution.  In the event that the Partnership is "liquidated"  within
the  meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, any and
all  distributions  to the Partners pursuant to Section  10.2(c)  hereof
shall  be made no later than the later to occur of (i) the last  day  of
the taxable year of the Partnership in which such liquidation occurs  or
(ii)  ninety (90) days after the date of such liquidation.   Subject  to
the  foregoing,  a  reasonable time shall be  allowed  for  the  orderly
winding  up  of  the  business and affairs of the  Partnership  and  the
liquidation  of  its  assets in order to minimize any  losses  otherwise
attendant upon such winding up.  Notwithstanding any other provisions of
this Article 10 to the contrary, if the Partnership is liquidated within
the  meaning  of  Regulations  Section 1.704-1(b)(2)(ii)(g)(3),  but  no
dissolution  event described in subsections (a) through (h)  of  Section
10.1  has occurred, the Partnership  Properties shall not be liquidated,
the  Partnership's liabilities shall not be paid or discharged, and  the
Partnership's affairs shall not be wound up.

           10.4  Sales  Receivables.  The winding up of the  Partnership
shall  not be deemed finally completed until the Partnership shall  have
received  cash  payments  in full with respect to  obligations  such  as
notes, installment sale contracts and other similar receivables received
by   the   Partnership  in  connection  with  the  sale  of  Partnership
Properties.  The Partners or the Liquidator, as the case may  be,  shall
continue to act to enforce all of the rights of the Partnership pursuant
to any such obligations until paid in full.

           10.5 Documentation of Dissolution and Termination.  Upon  the
dissolution  of the Partnership and the appointment of a  Liquidator  in
accordance  with  Section 10.2, the Liquidator shall execute,  file  and
record  such  certificates, instruments and documents as it  shall  deem
necessary or appropriate in each state in which the Partnership  or  its
affiliates  do business.  Upon the completion of the winding-up  of  the
Partnership  (including the application or distribution of all  cash  or
other assets placed in reserve in accordance with Section 10.2(b)),  the
Partnership  shall be terminated and the Partners or the Liquidator,  as
the  case  may  be,  shall execute, file and record  such  certificates,
instruments  and documents as it shall deem necessary or appropriate  in
each  state  in which the Partnership or its affiliates do  business  in
order to reflect or effect the termination of the Partnership.


                               ARTICLE 11

                              Miscellaneous

           11.1  Notices.   Notices may be delivered either  by  private
messenger  service, by mail, or facsimile transmission.  Any  notice  or
document  required  or  permitted hereunder to a  Partner  shall  be  in
writing  and  shall be deemed to be given on the date  received  by  the
Partner; provided, however, that all notices and documents mailed  to  a
Partner  in  the  United States Mail, postage prepaid,  certified  mail,
<PAGE> 43
return  receipt  requested, addressed to the Partner at  its  respective
address  as shown in the records of the Partnership, shall be deemed  to
have  been  received five (5) days after mailing and  provided  further,
that the sender of any such notice or document by facsimile transmission
shall  bear  the burden of proof as to proper transmission and  date  of
transmission  of such facsimile.  The address and the telecopier  number
of  each  of  the  Partners shall for all purposes be as  set  forth  at
Section 2.1 unless otherwise changed by the applicable Partner by notice
to the other as provided herein.

           11.2  Binding Effect.  Except as otherwise provided  in  this
Agreement,  every covenant, term, and provision of this Agreement  shall
be  binding  upon  and inure to the benefit of the  Partners  and  their
respective permitted successors, transferees, and assigns.

           11.3 Construction of Agreement.  As used herein, the singular
shall be deemed to include the plural, and the plural shall be deemed to
include  the  singular,  and all pronouns shall include  the  masculine,
feminine  and  neuter,  whenever  the context  and  facts  require  such
construction.  The headings, captions, titles and subtitles  herein  are
inserted for convenience of reference only and are to be ignored in  any
construction  of the provisions hereof.  Except as otherwise  indicated,
all section and exhibit references in this Agreement shall be deemed  to
refer  to  the sections and exhibits of and to this Agreement,  and  the
terms  "herein", "hereof", "hereto", "hereunder" and similar terms refer
to  this Agreement generally rather than to the particular provision  in
which  such term is used.  Whenever the words "including", "include"  or
"includes"  are used in this Agreement, they shall be interpreted  in  a
non-exclusive  manner  as though the words "but  [is]  not  limited  to"
immediately  followed  the  same.   Time  is  of  the  essence  of  this
Agreement.   The language in all parts of this Agreement  shall  in  all
cases be construed simply according to the fair meaning thereof and  not
strictly  against  the  party which drafted such  language.   Except  as
otherwise  provided  herein,  references  in  this  Agreement   to   any
agreement, articles, by-laws, instrument or other document are  to  such
agreement,  articles, by-laws, instrument or other document as  amended,
modified or supplemented from time to time.

           11.4  Severability.   Every provision of  this  Agreement  is
intended to be severable.  If any term or provision hereof is illegal or
invalid  for any reason whatsoever, such illegality or invalidity  shall
not affect the validity or legality of the remainder of this Agreement.

           11.5  Incorporation  by Reference.  The Glossary  of  Defined
Terms  and every exhibit, schedule, and other appendix attached to  this
Agreement  and referred to herein is incorporated in this  Agreement  by
reference.

          11.6 Further Assurances.  Each of the Partners shall hereafter
execute  and  deliver such further instruments and do such further  acts
and  things  as  may be required or useful to carry out the  intent  and
purpose  of  this Agreement and as are not inconsistent with  the  terms
hereof.
<PAGE> 44
           11.7 Governing Law.  This Agreement shall be governed by  and
construed in accordance with the laws of the State of Delaware,  without
regard to any conflict of laws rules thereof.

          11.8 Counterpart Execution.  This Agreement may be executed in
any  number  of  counterparts with the same effect  as  if  all  of  the
Partners  had  signed  the  same document.  All  counterparts  shall  be
construed together and shall constitute one agreement.

           11.9  Loans.   Any  Partner may, with  the  approval  of  the
Executive Committee or as otherwise provided by this Agreement, lend  or
advance money to the Partnership.  If any Partner shall make any loan or
loans  to the Partnership, the amount of any such loan or advance  shall
not  be treated as a contribution to the capital of the Partnership  but
shall  be a debt due from the Partnership.  Except as otherwise provided
herein, no Partner shall be obligated to make any loan or advance to the
Partnership.

           11.10      No Third Party Rights.  This Agreement is intended
to  create  enforceable  rights between the  parties  hereto  only,  and
creates  no  rights in, or obligations to, any other Persons whatsoever.
Without limiting the generality of the foregoing, as to any third party,
a  deficit  capital account of a Partner shall not be  deemed  to  be  a
liability of such Partner nor an asset or property of the Partnership.

           11.11     Estoppel Certificates.  Upon the written request of
a  Partner,  the other Partner shall, within fifteen (15)  days  of  its
receipt  of  such  request,  execute and  deliver  a  written  statement
certifying:  (a) that this Agreement is unmodified and in full force and
effect (or, if modified, that this Agreement is in full force and effect
as  modified  and, stating any and all modifications), (b) no  Event  of
Default  has  occurred with respect to such Partner that  has  not  been
cured  and,  to its actual knowledge, no Event of Default  has  occurred
with  respect to the requesting Partner that has not been cured, in each
case  except as specified in such statement and, (c) that to its  actual
knowledge, no event has occurred which with the passage of time  or  the
giving  of  notice,  or  both, would ripen  into  an  Event  of  Default
hereunder, except as specified in such statement.

           11.12      Usury.  If any return, interest payment, or  other
charge payable under this Agreement shall at any time exceed the maximum
amount  chargeable by applicable law, then the applicable rate of return
or interest shall be the maximum rate permitted by applicable law.

           11.13      Business  Day.  "Business Day" or  "business  day"
means any calendar day except Saturday, Sunday, or a federal or State of
Delaware legal holiday.

           11.14      Proposing and Adopting Amendments.  Amendments  to
this Agreement may be proposed by any Executive Committee Member by  his
submitting  to  the  Executive Committee a  verbatim  statement  of  the
proposed amendment, and such Executive Committee Member shall include in
any  such  submission a recommendation as to the proposed amendment.   A
proposed  amendment shall be adopted and be effective  as  an  amendment
<PAGE> 45
hereto  upon  the  approval of the Executive Committee  and  its  mutual
execution  and delivery by the Partners.  This Agreement may be  amended
only  upon  the  written agreement of both Partners,  and  no  provision
benefiting  a  Partner  may be waived, except by  a  written  instrument
signed  by  the  Partner.  The giving of consent by any Partner  to  any
action  by another Partner in any one instance shall not limit or  waive
the necessity to obtain such Partner's consent in any future instance.

          11.15     Partners Not Agents.  Nothing contained herein shall
be  construed  to  constitute any Partner the agent of another  Partner,
except as otherwise expressly provided herein, or in any manner to limit
the  Partners  in the carrying on of their own respective businesses  or
activities.

            11.16       Entire   Understanding;  Etc.   This   Agreement
constitutes  the entire agreement and understanding among the  Partners,
and  supersedes  any  prior  or  contemporaneous  understandings  and/or
written or oral agreements among them, respecting the subject matter  of
this Agreement.

           11.17      Action Without Dissolution.  To the fullest extent
permitted by law, each Partner shall be entitled to maintain, on its own
behalf or on behalf of the Partnership, any action or proceeding against
any  other Partner or the Partnership (including an action for  damages,
specific  performance, or injunctive or declaratory relief)  for  or  by
reason of the tortious conduct of such party or the breach by such party
of this Agreement or any other agreement entered into with such party in
connection  with  the  transactions  contemplated  hereunder,  and   the
bringing  of  such action or proceeding shall not cause or  require  the
dissolution  of  the Partnership or an accounting of  the  Partnership's
assets or affairs.

           11.18      Attorneys' Fees.  In the event of  any  litigation
between  Partners  by reason of a breach hereunder,  or  to  enforce  or
interpret any provision, right or obligation hereunder, the unsuccessful
party  or  parties  to such litigation covenants and agree  to  pay  the
successful party or parties all costs and expenses reasonably  incurred,
including  reasonable  attorneys'  fees.   For  the  purpose   of   this
Agreement,  the term "attorneys' fees" and "attorneys' fees  and  costs"
shall mean the fees and expenses of counsel to the parties hereto, which
may  include printing, photostating, duplicating and other expenses, air
freight  charges and fees billed for law clerks, paralegals,  librarians
and  others  not admitted to the bar but performing services  under  the
supervision of any attorney.  Such term shall also include all such fees
and   expenses   incurred  with  respect  to  appeals   and   bankruptcy
proceedings, and whether or not any action or proceeding is brought with
respect to the matter for which said fees and expenses were incurred.

           11.19      Waiver  of  Jury  Trial.  To  the  fullest  extent
permitted  by  law,  each Partner hereby waives trial  by  jury  in  any
action,  proceeding  or  counterclaim  brought  by  a  Partner  or   the
Partnership with respect to any matter whatsoever arising out of  or  in
any way connected with this Agreement, the relationship of the Partners,
any  claim of injury or damage relating to any of the foregoing, or  the
enforcement of any remedy under any statute with respect thereto.
<PAGE> 46
           11.20     Confidentiality.  The terms of this Agreement,  any
non-public   details  of  the  transactions  contemplated  hereby,   any
financial, marketing or other information delivered or produced pursuant
to  the  terms of this Agreement not generally disclosed to the  public,
the  trade,  or creditors, and any non-public information regarding  any
other  Partner  or  any of its Affiliates learned as  a  result  of  the
partnership  relationship  created  by  this  Agreement,  shall  not  be
disclosed by any Partner (or any of its Affiliates) to any Person  other
than its Affiliates, directors, officers, trustees, employees, partners,
attorneys and agents of such Partner and their affiliates, except as may
be  required by any regulatory authority having jurisdiction or  by  any
applicable law, regulation, ordinance or order, and except as  otherwise
required to carry out the intent of this Agreement.

          11.21     Press Releases.  Each Partner agrees to refrain from
generating  or participating in any publicity statement, press  release,
or  other  public notice regarding the formation of this Partnership  or
the  identification  of  its Partners, the acquisition,  disposition  or
financing of the Properties by the Partnership or any other business  or
affairs of the Partnership.  All publicity statements, press releases or
other  public  notices relating to the formation of this Partnership  or
the  identification  of  its Partners, the acquisition,  disposition  or
financing of the Properties by the Partnership or any other business  or
affairs  of the Partnership must be approved by the Executive Committee.
Upon  the  full execution of the Purchase Agreement, the Partners  shall
issue a joint press release in a form acceptable to both Partners.

          11.22     Existing Financing.  The Partners hereby acknowledge
and  agree  that  the  Underlying Properties shall be  acquired  by  the
Underlying Partnership subject to, and the Underlying Partnership  shall
assume,  the  Existing  Financing  and  that  the  acquisition  of   the
Properties subject to such Existing Financing is subject to the approval
of  the  Rating  Agencies  (Moody's Investors Service,  Inc.  and  Fitch
Investors Service, L.P.).  Each of the Partners hereby agrees to execute
any  commercially  reasonable amendment to  this  Agreement   reasonably
required by such Rating Agencies in connection with such approval.

            11.23      Consents;  Approvals.   Unless  otherwise  herein
provided,  in any instance in which any Partner, any Executive Committee
Member  or any Operating Committee Member shall be requested to  consent
to  or approve of any matter with respect to which such Person's consent
or approval is required by any of the provisions of this Agreement, such
consent  (or refusal to consent) or approval (or disapproval)  shall  be
given in writing, and such consent or approval shall not be unreasonably
withheld  or delayed unless this Agreement with respect to a  particular
consent  or approval shall expressly provide that the same may be  given
or refused in the sole judgment or discretion of such Partner, Executive
Committee Member or Operating Committee Member, as applicable.

     [The remainder of this page has been intentionally left blank]
<PAGE> 47


           IN  WITNESS  WHEREOF, the parties hereto have  executed  this
Agreement effective as of the date and year first above written.





          GENERAL PARTNERS


                    MACERICH EQ GP CORP.,
                    a Delaware corporation



                    By:
                    Its:



                    SDG EQ ASSOCIATES, INC.,
                    a Delaware corporation



                    By:
                    Its:





          LIMITED PARTNERS

                    MACERICH EQ LIMITED PARTNERSHIP,
                    a California limited partnership

                    By:  MACERICH EQ GP CORP.,
                         a Delaware corporation,
                         its General Partner


                         By:
                         Its:



                    SDG EQ DEVELOPERS LIMITED PARTNERSHIP,
                    a Delaware limited partnership

                    By:  SDG EQ ASSOCIATES, INC.,
                         a Delaware corporation,
                         its General Partner


                         By:
                         Its: Chief Executive Officer


                        GLOSSARY OF DEFINED TERMS


     "Accountants" shall mean the firm or firms of independent certified
public accountants selected by the Partners on behalf of the Partnership
to audit the books and records of the Partnership and to prepare
statements and reports in connection therewith.

     "Act" shall mean the Delaware Uniform Partnership Act, as the same
may hereafter be amended or supplemented from time to time and any
successor thereto.

     "Additional Capital Contributions" is defined in Section 2.3.

     "Affected Gain" is defined in the Allocations Exhibit.

     "Affiliate" shall mean any Entity which directly or indirectly
through one or more intermediaries, Controls, is Controlled by, or is
under common Control with, any Person and shall include in the case of
Macerich and MSPE, Macerich Property Management Company, a California
corporation and Macerich Management Company, a California corporation,
and in the case of SDG and SSPE shall include M.S. Management
Associates, Inc., a Delaware corporation, and its subsidiaries.

     "Agreement" shall mean this Partnership Agreement.

     "Allocations Exhibit" shall mean Exhibit A.

     "Annual Budget" is defined in Section 5.7(a).

     "Audited Financial Statements" shall mean financial statements
(balance sheets, statement of income, statement of partners' equity and
statement of cash flows) prepared in accordance with generally accepted
accounting principles and accompanied by an independent auditor's
report.

     "Bankruptcy" shall mean, with respect to any Partner, (i) the
commencement by such Partner of any proceeding seeking relief under any
provision or chapter of the federal Bankruptcy Code or any other federal
or state law relating to insolvency, bankruptcy or reorganization;
(ii) an adjudication that such Partner is insolvent or bankrupt;
(iii) the entry of an order for relief under the federal Bankruptcy Code
with respect to such Partner; (iv) the filing of any such petition or
the commencement of any such case or proceeding against such Partner,
unless such petition and the case or proceeding initiated thereby are
dismissed within ninety (90) days from the date of such filing; (v) the
filing of an answer by such Partner admitting the material allegations
of any such petition; (vi) the appointment of a trustee, receiver or
custodian for all or substantially all of the assets of such Partner
unless such appointment is vacated or dismissed within ninety (90) days
from the date of such appointment but not less than five (5) days before
the proposed sale of any assets of such Partner; (vii) the insolvency of
such Partner or the execution by such Partner of a general assignment
for the benefit of creditors; (viii) the convening by such Partner of a
meeting of its creditors, or any class thereof, for purposes of
effecting a moratorium upon or extension or composition of its debts;
(ix) the failure of such Partner to pay its debts as they mature;
(x) the levy, attachment, execution or other seizure of substantially
all of the assets of such Partner where such seizure is not discharged
within thirty (30) days thereafter; or (xi) the admission by such
Partner in writing of its inability to pay its debts as they mature or
that it is generally not paying its debts as they become due.

     "Base Rate" is defined in Section 2.4(a).

     "Budget" and "Budgets" is defined in Section 5.7(a).

     "Budgeted Capital Items" shall mean capital expenditures set forth
in a Budget for any of the Properties.

     "Business Day" is defined in Section 11.13.

     "Buy-Sell Closing" is defined in Section 7.3(a).

     "Buy-Sell Major Decision" shall mean a decision to sell, finance,
refinance, expand or renovate a Property involving an expenditure or
commitment by the Partnership in the case of an expansion or renovation
of not less than $10,000,000.

     "Call Closing" is defined in Section 8.3.

     "Call Dissolution Meeting" is defined in Section 8.2.

     "Call Notice" is defined in Section 8.1.

     "Call Property" is defined in Section 8.2.

     "Capital Account" is defined in the Allocations Exhibit.

     "Capital Contribution" shall mean, with respect to any Partner, the
amount of money and initial Gross Asset Value of any property other than
money contributed to the Partnership with respect to the Partnership
Interest held by such Partner (net of liabilities to which such property
is subject).

     "Cash Flow Shortfalls" shall mean the excess, if any, of (a) the
sum (without duplication) of all operating or other cash expenditures
paid by the Partnership (other than capital expenditures of any nature),
plus all payments of principal, interest, fees and related costs made by
the Partnership with respect to Partnership indebtedness (including all
such payments, fees and costs paid in connection with the Existing
Financing), plus all additions to Partnership reserves established in
accordance with this Agreement], over (b) all cash revenues and funds
received by the Partnership from any and all sources, including
reductions of Partnership reserves established in accordance with this
Agreement, but excluding security deposit and other refundable deposits
unless and until earned or applied.  Non-cash allowances such as
depreciation, amortization, cost recovery deductions, or similar items
shall not be considered when calculating Cash Flow Shortfalls.

     "Closing Funding Requirement" is defined in Section 2.2(b).

     "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

     "Contributing Party" is defined in Section 2.3(c).

     "Control" shall mean the ability, whether by the direct or indirect
ownership of shares or other equity interests, by contract or otherwise,
to elect a majority of the directors of a corporation, to select the
managing partner of a partnership, or otherwise to select, or have the
power to remove and then select, a majority of those persons exercising
governing authority over an Entity.  In the case of a limited
partnership, the sole general partner, all of the general partners to
the extent each has equal management control and authority, or the
managing general partner or managing general partners thereof shall be
deemed to have control of such partnership and, in the case of a trust,
any trustee thereof or any Person having the right to select any such
trustee shall be deemed to have control of such trust.  The terms
"Controls" and "Controlled" shall have correlative meanings.

     "Controlling Party" is defined in Section 5.14(c).

     "Date of Value" is defined in Section 7.1.

     "Default Loan" is defined in Section 2.4(a).

     "Default Loan Deficiency" is defined in Section 10.2.

     "Defaulting Party" is defined in Section 5.14(a).

     "Depreciation" is defined in the Allocations Exhibit.

     "Designated Property" is defined in Section 8.3.

     "Due Diligence Formation and Acquisition Costs" is defined in
Section 2.2(b).

     "Entity" shall mean any general partnership, limited partnership,
corporation, limited liability company, joint venture, trust, business
trust, cooperative or association.

     "Escrow Agent" shall mean the "Escrow Agent" under and defined in
the Purchase Agreement.

     "Escrow Closing Requirement" is defined in Section 2.2(b).

     "Equitable" shall mean The Equitable Life Assurance Society of the
United States, a New York corporation, the "seller" of the Properties
under the Purchase Agreement.

     "Event of Default" is defined in Section 5.14(a).

     "Executive Committee" is defined in Section 5.1.

     "Executive Committee Members" is defined in Section 5.1.

     "Exercising Party" is defined in Section 8.1.

     "Exercising Party's Property" and "Exercising Party's Properties"
are defined in Section 8.2.

     "Existing Financing" shall mean that certain financing with respect
to all of the Properties evidenced by those certain collateralized fixed
and floating rate notes in the aggregate principal sum of $485,000,000
issued by Equitable, which notes are secured by, inter alia, those
documents and instruments more particularly described on Exhibit B to
the Purchase Agreement.

     "Fiscal Year" is defined in the Allocations Exhibit.

     "Funds from Operations" shall mean net income (loss) (computed in
accordance with generally accepted accounting principles), excluding
gains (or losses) from debt restructuring and sales of property, plus
depreciation and amortization (excluding depreciation on personal
property and amortization of loan and financial instrument costs), and
after adjustments for unconsolidated entities.  Adjustments for
unconsolidated entities are calculated at the same basis.

     "Glossary of Defined Terms" is defined in the preamble paragraph to
this Agreement.

     "Gross Asset Value" is defined in the Allocations Exhibit.

     "Immediate Family" shall mean, with respect to any individual, such
individual's spouse, parents, parents-in-law, descendants, nephews,
nieces, brothers, sisters, brothers-in-law, sisters-in-law and children-
in-law.

     "Indemnitee" means (i) any Person that is (A) a Partner, (B) an
Executive Committee Member, (C) an Operating Committee Member or (D) a
director, officer, employee, trustee, agent or representative of a
Partner, and (ii) such other Persons (including Affiliates of a Partner
or the Partnership) as the Partners may mutually designate from time to
time.

     "Initial Capital Contributions" is defined in Section 2.2.

     "Initial Reserve Requirement" is defined in Section 2.2(b).

     "Initiating Party" is defined in Section 7.1.

     "Interim Operating Budget" is defined in Section 5.7(a).

     "Lien" shall mean any liens, security interests, mortgages, deeds
of trust, charges, claims, encumbrances, pledges, options, rights of
first offer or first refusal and any other rights or interests of others
of any kind or nature, actual or contingent, or other similar
encumbrances of any nature whatsoever.

     "Liquidator" is defined in Section 10.2.

     "Loan Default Transferee" is defined in Section 6.3(c).

     "Loan Default Transfer Notice" is defined in Section 6.3(c).

     "Macerich" is defined in the Introduction to this Agreement.

     "Macerich Management Agreement" is defined in Section 5.5.

     "Major Decision" is defined in Section 5.1(c).

     "Minimum Gain Attributable to Partner Nonrecourse Debt" is defined
in the Allocations Exhibit.

     "Net Cash Flow" means with respect to any period, the excess, if
any, of (a) all cash revenues and funds received by the Partnership from
any and all sources during such period, including reductions of
Partnership reserves established in accordance with this Agreement, but
excluding security deposit and other refundable deposits unless and
until earned or applied, over (b) the sum (without duplication) of all
capital, operating or other cash expenditures of the Partnership paid
during such period, plus all payments of principal, interest, fees and
related costs with respect to Partnership indebtedness made during such
period (including all such payments, fees and costs paid in connection
with the Existing Financing), plus all additions to Partnership reserves
established in accordance with this Agreement.  Net Cash Flow shall not
be reduced by depreciation, amortization, cost recovery deductions, or
similar non-cash allowances.

     "Net Income or Net Loss" is defined in the Allocations Exhibit.
     "Non-Competition Area" is defined in Section 1.8(b).

     "Noncontributing Party" is defined in Section 2.3(c).

     "Non-defaulting Party" is defined in Section 5.14(a).

     "Non-Exercising Party" is defined in Section 8.1.

     "Non-Exercising Party's Property" and "Non-Exercising Party's
Properties" are defined in Section 8.2.

     "Nonproposing Party"is defined in Section 1.8(b).

     "Nonrecourse Deductions" is defined in the Allocations Exhibit.

     "Nonrecourse Liabilities" is defined in the Allocations Exhibit.

     "Offering Notice" is defined in Section 7.1.

     "Operating Committee" is defined in Section 5.3.

     "Operating Committee Members" is defined in Section 5.3.

     "Operating Partnership" shall mean, in the case of SDG, Simon
DeBartolo Group, L.P., a Delaware limited partnership, and in the case
of Macerich, The Macerich Partnership, L.P., a Delaware limited
partnership, as well as their successors by consolidation or other
combination with or into another Person.

     "Original Approved Pre-Closing Budget" is defined in Section
2.2(c).

     "Other Interests" is defined in Section 1.8(a).

     "Partner Nonrecourse Deductions" is defined in the Allocations
Exhibit.

     "Partner Nonrecourse Debt" is defined in the Allocations Exhibit.

     "Partner" shall mean Macerich, MSPE, SDG and SSPE, and their
permitted successors and assigns that are admitted as Partners,
individually.

     "Partners" shall mean Macerich MSPE, SDG and SSPE, and their
permitted successors and assigns that are admitted as Partners.

     "Partnership" shall mean the partnership hereby constituted, as
such partnership may from time to time be constituted.



     "Partnership Interest" shall mean an ownership interest of a
Partner in the Partnership from time to time, including such Partner's
Percentage Interest and such Partner's Capital Account, and any and all
other benefits to which the holder of such Partnership Interest may be
entitled as provided in this Agreement, together with all obligations of
such Person to comply with the terms of this Agreement.

     "Partnership Interest Loan" is defined in Section 6.3(a).

     "Partnership Interest Loan Default Notice" is defined in Section
6.3(d).

     "Partnership Interest Loan Obligations" is defined in Section
6.3(a).

     "Partnership Minimum Gain" is defined in the Allocations Exhibit.

     "Partnership  Properties" shall mean any  tangible or intangible
property hereafter acquired by the Partnership.

     "Party" and "Parties" are defined in Section 1.1.

     "Percentage Interest" is defined in Section 2.1.

     "Permitted Transfers" is defined in Section 6.1(b).

     "Person" shall mean any individual or Entity.

     "Pledging Partner" is defined in Section 6.3(a)(xi).

     "Portfolio Offer Notice" is defined in Section 8.6(a).

     "Portfolio Offer Price" is defined in Section 8.6(a).

     "Portfolio Selling Party" is defined in Section 8.6(a).

     "Principal Office" is defined in Section 1.4.

     "Property" shall mean any of the Properties individually.

     "Properties" shall mean , collectively, the Partnership Properties
and the Underlying Properties.

     "Property Manager" shall mean the property manager for any
particular Property engaged pursuant to a Macerich Management Agreement
or SDG Management Agreement, as the case may be, as well as any property
manager approved by the Executive Committee, pursuant to Section
5.1(c)(ii), with respect to any Partnership Property.

     "Proposal" is defined in Section 1.8(b).

     "Proposing Party" is defined in Section 1.8(b).

     "Purchase Agreement" shall mean that certain Purchase and Sale
Agreement by and between Equitable and SM Portfolio Partners, which
provides for the sale of the Properties by Equitable to SM Portfolio
Partners, subject to the Existing Financing.

     "Purchase Price" is defined in Section 7.1.

     "Purchasing Party" is defined in Section 7.2.

     "REIT" is defined in Section 1.3.

     "Real Estate Activity" is defined in Section 1.8(b).

     "Regulations" shall mean the final, temporary or proposed Income
Tax Regulations promulgated under the Code, as such regulations may be
amended from time to time (including corresponding provisions of
succeeding regulations).

     "Regulatory Allocations" is defined in the Allocations Exhibit.

     "Related Persons" is defined in Section 1.8.

     "Remaining Party" is defined in Section 8.6(a).

     "Responding Party" is defined in Section 7.1.

     "SDG" is defined in the Introduction to this Agreement.

     "SDG Management Agreement" is defined in Section 5.5.

     "Subject Property" is defined in Section 7.1.

     "Tax Item" is defined in the Allocations Exhibit.
     "Term" is defined in Section 1.5.

     "Transfer" means, as a noun, any voluntary or involuntary transfer,
sale, other disposition, hypothecation or encumbrance, and, as a verb,
voluntarily or involuntarily to transfer, sell, otherwise dispose of,
hypothecate or encumber.

     "Transferee" is defined in Section 6.2.

     "Underlying Partnership" shall mean SDG Macerich Properties, L.P.,
a Delaware limited partnership, which owns the Properties.

     "Underlying  Properties" shall mean the real properties to be
acquired by the Underlying Partnership  pursuant to the Purchase
Agreement, each of which real properties is more specifically identified
and defined on Schedule 4 attached hereto, together with all other
tangible and intangible property to be acquired by the Underlying
Partnership pursuant to the Purchase Agreement.

     "Unrealized Gain" is defined in the Allocations Exhibit.

     "Unrealized Loss" is defined in the Allocations Exhibit.
                                EXHIBIT A

                           Allocations Exhibit


     Each Capitalized term used in this Allocations Exhibit either is
defined in the Glossary of Defined Terms to the Agreement or in Section
5 of this Allocations Exhibit.


1.   Capital Accounts.

     1.1  Establishment and Maintenance of Capital Accounts.  The
Partnership shall establish and maintain for each Partner a separate
account ("Capital Account") in accordance with the rules of Regulations
Section 1.704-1(b)(2)(iv) and this Allocations Exhibit.  The Capital
Account of each Partner shall be increased by (i) the amount of all
Capital Contributions and any other contributions made by such Partner
to the Partnership pursuant to the Agreement, (ii) the amount of Net
Income allocated to such Partner pursuant to Section 2.1 of this
Allocations Exhibit, and (iii) the amount of any other items of income
or gain specially allocated to such Partner pursuant to Section 3 of
this Allocations Exhibit.  The Capital Account of each Partner shall be
decreased by (i) the amount of cash or Gross Asset Value (net of any
liabilities to which the Partnership Assets distributed are subject) of
any distributions of cash or property made to such Partner pursuant to
the Agreement, (ii) the amount of Net Loss allocated to such Partner
pursuant to Section 2.2 of this Allocations Exhibit, and (iii) the
amount of any other items of deduction or loss specially allocated to
such Partner pursuant to Section 3 of this Allocations Exhibit.  The
initial balance of each Partner's Capital Account shall equal the amount
of such Partner's Capital Contribution to the Partnership on the date
hereof as described in Article 2 of the Agreement.  The Capital Accounts
of each Partner shall be increased or decreased to reflect the
revaluation of Partnership Assets under Section 1.3 of this Allocations
Exhibit.

     1.2  Transferees.  Generally, a transferee (including any assignee)
of a Partnership Interest shall succeed to a pro rata portion of the
Capital Account of the transferor; provided, however, that, if the
transfer causes a termination of the Partnership under Section
708(b)(1)(B) of the Code, the Partnership's properties and liabilities
shall be deemed, solely for federal income tax purposes, to have been
contributed to a new Partnership in exchange for an interest in the new
Partnership, and the terminated Partnership distributes interests in the
new Partnership to the purchasing Partner and the other remaining
Partners in proportion to their respective Percentage Interests in
liquidation of the terminated Partnership.  In such event, the Gross
Asset Values of the Partnership properties shall be adjusted immediately
prior to such deemed contribution pursuant to Section 1.3(b) of this
Allocations Exhibit.  The Capital Accounts of such reconstituted
Partnership shall be maintained in accordance with the principles of
this Allocations Exhibit.

     1.3  Revaluations of Partnership Assets.

          (a)  Consistent with the provisions of Regulations Section
     1.704-1(b)(2)(iv)(f), and as provided in this Section 1.3, the
     Gross Asset Values of all Partnership Assets shall be adjusted
     upward or downward to reflect any Unrealized Gain or Unrealized
     Loss attributable to such Partnership Assets, as of the times of
     the adjustments provided in Section 1.3(b) of this Allocations
     Exhibit, as if such Unrealized Gain or Unrealized Loss had been
     recognized on an actual sale of each such property and allocated
     pursuant to this Allocations Exhibit.

          (b)  Such adjustments shall be made as of the following times:
     (i) immediately prior to the acquisition of an additional interest
     in the Partnership, after the date hereof, by any new or existing
     Partner in exchange for more than a de minimis Capital
     Contribution; (ii) immediately prior to the distribution by the
     Partnership to a Partner of more than a de minimis amount of
     property as consideration for an interest in the Partnership; and
     (iii) immediately prior to the liquidation of the Partnership
     within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);
     provided, however, that adjustments pursuant to clauses (i) and
     (ii) above shall be made only if the Partners determine that such
     adjustments are necessary or appropriate to reflect the relative
     economic interests of the Partners in the Partnership.

          (c)  In accordance with Regulations Section 1.704-
     1(b)(2)(iv)(e) the Gross Asset Value of Partnership Assets
     distributed in kind shall be adjusted upward or downward to reflect
     any Unrealized Gain or Unrealized Loss attributable to such
     Partnership property, as of the time any such asset is distributed.

          (d)  In determining Unrealized Gain or Unrealized Loss for
     purposes of this Allocations Exhibit, the aggregate cash amount and
     fair market value of all Partnership Assets (including cash or cash
     equivalents) shall be determined by the Partners using such
     reasonable methods of valuation as they may adopt, or in the case
     of a liquidating distribution pursuant to Article 10 of the
     Agreement, be determined and allocated by the Liquidator using such
     reasonable methods of valuation as it may adopt.  The Partners, or
     the Liquidator, as the case may be, shall allocate such aggregate
     value among the assets of the Partnership (in such manner as it
     determines in its sole and absolute discretion necessary to arrive
     at a fair market value for individual properties).

     1.4  Compliance with Regulations.  The provisions of this
Allocations Exhibit relating to the maintenance of Capital Accounts are
intended to comply with Regulations Section 1.704-1(b), and shall be
interpreted and applied in a manner consistent with such Regulations.
In the event the Partners shall determine that it is prudent to modify
the manner in which the Capital Accounts, or any debits or credits
thereto (including, without limitation, debits or credits relating to
liabilities which are secured by contributed or distributed property or
which are assumed by the Partnership, or any of the Partners), are
computed in order to comply with such Regulations, the Partners may make
such modification, provided that it is not likely to have a material
effect on the amounts distributable to any Person pursuant to Article 10
of the Agreement upon the dissolution of the Partnership.  The Partners
also shall (i) make any adjustments that are necessary or appropriate to
maintain equality between the Capital Accounts of the Partners and the
amount of Partnership capital reflected on the Partnership's balance
sheet, as computed for book purposes, in accordance with Regulations
Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate
modifications in the event unanticipated events might otherwise cause
the Agreement and this Allocations Exhibit not to comply with
Regulations Section 1.704-(b).

2.   Allocation of Net Income and Net Loss.  After giving effect to the
special allocations set forth in Section 3 of this Allocations Exhibit,
Net Income and Net Loss for any Fiscal Year or other applicable period
shall be allocated to the Partners in accordance with their respective
Percentage Interests.

3.   Special Allocations.

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

     3.1  Minimum Gain Chargeback.  Notwithstanding any other provisions
of this Allocations Exhibit, if there is a net decrease in Partnership
Minimum Gain during any Fiscal Year, each Partner shall be specially
allocated items of Partnership income and gain for such year (and, if
necessary, subsequent years) in an amount equal to such Partner's share
of the net decrease in Partnership Minimum Gain, as determined under
Regulations Section 1.704-2(g).  Allocations pursuant to the previous
sentence shall be made in proportion to the respective amounts required
to be allocated to each Partner pursuant thereto.  The items to be so
allocated shall be determined in accordance with Regulations Section
1.704-2(f)(6).  This Section 3.1 is intended to comply with the minimum
gain chargeback requirements of Regulations Section 1.704-2(f) and shall
be interpreted consistently therewith.

     3.2  Partner Minimum Gain Chargeback.  Notwithstanding any other
provision of this Allocations Exhibit (except Section 3.1), if there is
a net decrease in Minimum Gain Attributable to a Partner Nonrecourse
Debt during any Fiscal Year, each Partner who has a share of the
Partnership Minimum Gain Attributable to such Partner Nonrecourse Debt,
determined in accordance with Regulations Section 1.704-2(i)(5), shall
be specially allocated items of Partnership income and gain for such
year (and, if necessary, subsequent years) in an amount equal to such
Partner's share of the net decrease in Partnership Minimum Gain
Attributable to such Partner Nonrecourse Debt, determined in accordance
with Regulations Section 1.704-2(i)(5).  Allocations pursuant to the
previous sentence shall be made in proportion to the respective amounts
required to be allocated to each Partner pursuant thereto.  The items to
be so allocated shall be determined in accordance with Regulations
Section 1.704-2(i)(4).  This Section 3.2 is intended to comply with the
minimum gain chargeback requirements of Regulations Section 1.704-
2(i)(4) and shall be interpreted consistently therewith.
     3.3  Interest on Default Loans.  Interest Deductions with respect
to any Default Loan shall be allocated to the Noncontributing Partner
with respect to such Default Loan.

     3.4  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, under Regulations Section
1.704-2(i)(1), with respect to the Partner Nonrecourse Debt to which
such Partner Nonrecourse Deductions are attributable in accordance with
Regulations Section 1.704-2(i)(2).

     3.5  Code Section 754 Adjustments.  To the extent an adjustment to
the adjusted tax basis of any Partnership Asset pursuant to Section 732,
734 or 743 of the Code is required, pursuant to Regulations Section
1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital
Accounts, the amount of such adjustment to the Capital Accounts shall be
treated as an item of gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases such basis), and such item
of gain or loss shall be specially allocated to the Partners in a manner
consistent with the manner in which their Capital Accounts are required
to be adjusted pursuant to such Section of the Regulations.

     3.6  Curative Allocations.  The allocations set forth in Sections
3.1, 3.2, 3.3 and 3.5 (the "Regulatory Allocations") are intended to
comply with certain requirements of Regulations Sections 1.704-1(b) and
1.704-2.  Notwithstanding any provisions of Sections 2 and 3 to the
contrary (other than the Regulatory Allocations), the Regulatory
Allocations shall be taken into account in allocating other items of
income, gain, loss and deduction among the Partners so that, to the
extent possible, the cumulative net amount for the allocations of
Partnership items under Sections 2 and 3 hereof shall be equal to the
net amount that would have been allocated had the Regulatory Allocations
not occurred.  This Section 3.8 is intended to minimize to the extent
possible and to the extent necessary any economic distortions which may
result from application of the Regulatory Allocations and shall be
interpreted in a manner consistent therewith.

4.   Allocations for Tax Purposes.

     4.1  Generally.  Except as otherwise provided in this Section 4,
for federal income tax purposes, each item of income, gain, loss and
deduction (a "Tax Item") shall be allocated among the Partners in the
same manner as its correlative item of "book" income, gain, loss or
deduction is allocated among the Partners pursuant to Sections 2 and 3
of this Allocations Exhibit.

     4.2  Sections 1245/1250 Recapture.  If any portion of gain from the
sale of property is treated as gain which is ordinary income by virtue
of the application of Code Sections 1245 or 1250 ("Affected Gain"), then
(i) such Affected Gain shall be allocated among the Partners in the same
proportion that the depreciation and amortization deductions giving rise
to the Affected Gain were allocated and (ii) other Tax Items of gain of
the same character that would have been recognized, but for the
application of Code Sections 1245 and/or 1250, shall be allocated away
from those Partners who are allocated Affected Gain pursuant to
Clause (i) so that, to the extent possible, the other Partners are
allocated the same amount and type, of capital gain that would have been
allocated to them had Code Sections 1245 and/or 1250 not applied.  For
purposes hereof, in order to determine the proportionate allocations of
depreciation and amortization deductions for each Fiscal Year or other
applicable period, such deductions shall be deemed allocated on the same
basis as Net Income and Net Loss for such period.

     4.3  Tax Allocations:  Code Section 704(c).  In accordance with
Code Section 704(c) and the Regulations promulgated thereunder, income,
gain, loss and deduction with respect to any property contributed to the
capital of the Partnership shall, solely for tax purposes, be allocated
among the Partners so as to take account of any variation between the
adjusted basis of such property to the Partnership for federal income
tax purposes and its initial Gross Asset Value.  In the event the Gross
Asset Value of any Partnership asset is adjusted pursuant to Section 1.3
of this Allocations Exhibit, subsequent allocations of income, gain,
loss and deduction with respect to such asset shall take account of any
variation between the adjusted basis of such asset to the Partnership
for federal income tax purposes and its Gross Asset Value in the same
manner as under Code Section 704(c) and the Regulations promulgated
thereunder.  Without limiting the foregoing, the Partners shall allocate
income, gain, loss and deduction with respect to any property acquired
as of the date hereof, the adjusted basis of which differs from its
Gross Asset Value, among the Partners on a property by property basis,
subject to the application of the "ceiling limitation," in accordance
with Regulations Section 1.704-3(b).  The Partners shall allocate
income, gain, loss and deduction with respect to any property acquired
after the date hereof, the adjusted basis of which differs from its
Gross Asset Value, among the Partners under any method the they may
elect, so long as such method is set forth in the Regulations
promulgated under Section 704(c) of the Code on the date such property
is acquired.

5.   Definitions.

          "Affected Gain" is defined in Section 4.2.

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

          "Fiscal Year" means each calendar year, or partial calendar
year, occurring during the term of the Partnership, or such other Fiscal
Year as may be adopted by the Executive Committee from time to time.
          "Gross Asset Value" means, with respect to any asset, the
asset's adjusted basis for federal income tax purposes, except as
follows:

          (i)  the initial Gross Asset Value of any asset contributed by
     a Partner to a Partnership shall be the gross fair market value of
     such asset on the date of contribution to the Partnership, as
     determined by the Partners;

                    (ii) the Gross Asset Values of all Partnership
               Assets shall be adjusted in accordance with Section 1.3
               of this Allocations Exhibit; and

                    (iii)     the Gross Asset Value of an asset shall be
               adjusted each Fiscal Year by the Depreciation with
               respect to such asset taken into account for purposes of
               computing Net Income and Net Loss for such year.

          "Minimum Gain Attributable to Partner Nonrecourse Debt" shall
mean "partner nonrecourse debt minimum gain" as determined in accordance
with Regulation Section 1.704-2(i)(2).

          "Net Income or Net Loss" shall mean, for each Fiscal Year or
other applicable period, an amount equal to the Partnership's taxable
income or loss for such year or period, determined in accordance with
Section 703(a) of the Code (for this purpose, all items of income, gain,
loss or deduction required to be stated separately pursuant to Section
703(a) of the Code shall be included in taxable income or loss), with
the following adjustments:

                    (i)  The computation of all items of income, gain,
               loss and deduction shall be made without regard to the
               fact that items described in Sections 705(a)(1)(B) or
               705(a)(2)(B) of the Code are not includable in gross
               income or are neither currently deductible nor
               capitalized for federal income tax purposes;

                    (ii) Any income, gain or loss attributable to the
               taxable disposition of any Partnership property shall be
               determined as if the adjusted basis of such property as
               of such date of disposition were equal in amount to the
               Partnership's Gross Asset Value with respect to such
               property as of such date;

                    (iii)     In lieu of the depreciation, amortization,
               and other cost recovery deductions taken into account in
               computing such taxable income or loss, there shall be
               taken into account Depreciation for such Fiscal Year;

                    (iv) In the event the Gross Asset Value of any
               Partnership property is adjusted to reflect any
               Unrealized Gain or Unrealized Loss with respect to such
               property pursuant to Section 1.3 hereof, the amount of
               any such Unrealized Gain or Unrealized Loss shall be
               taken into account as gain or loss from the disposition
               of such property; and

                    (v)  Any items specially allocated under Article 3
               of this Allocations Exhibit shall not be taken into
               account.

          "Nonrecourse Deductions" shall have the meaning set forth in
Sections 1.704-2(b)(1) and (c) of the Regulations.

          "Nonrecourse Liabilities" shall have the meaning set forth in
Section 1.752-1(a)(2) of the Regulations.

          "Partner Nonrecourse Deductions" shall have the meaning set
forth in Section 1.704-2(i)(1) of the Regulations.

          "Partner Nonrecourse Debt" shall have the meaning set forth in
Section 1.704-2(b)(4) of the Regulations.

          "Partnership Minimum Gain" shall have the meaning set forth in
Sections 1.704-2(b)(2) and (d)(1) of the Regulations.

          "Tax Item" is defined in Section 4.1 of this Allocations
Exhibit.

          "Unrealized Gain" means, with respect to any Partnership
property as of any particular date, the excess of (i) the gross fair
market value of such property on such date as determined in accordance
with Section 1.3 of this Allocations Exhibit, over (ii) the Gross Asset
Value of such property to the Partnership on such date.

          "Unrealized Loss" means, with respect to any Partnership
property as of any particular date, the excess of (i) the Gross Asset
Value of such property to the Partnership on such date, over (ii) the
gross fair market value of such property on such date, as determined in
accordance with Section 1.3 of this Allocations Exhibit as of such date.

                               SCHEDULE 1


                  ORIGINAL APPROVED PRE-CLOSING BUDGET


To be mutually approved by SDG and Macerich and incorporated into this
Agreement by an amendment signed by SDG and Macerich.

                               SCHEDULE 2


                       MACERICH MANAGED PROPERTIES


1.   Empire East
     Sioux Falls, South Dakota

2.   Empire Mall
     Sioux Falls, South Dakota

3.   Lindale Mall
     Cedar Rapids, Iowa

4.   Mesa Mall
     Grand Junction, Colorado

5.   Rushmore Mall
     Rapid City, South Dakota

6.   Southern Hills Mall
     Sioux City, Iowa

7.   Southridge Mall
     Des Moines, Iowa

                               SCHEDULE 3


                         SDG MANAGED PROPERTIES



1.   Eastland Mall
     Evansville, Indiana

2.   Granite Run Mall
     Media, Pennsylvania

3.   Lake Square Mall
     Leesburg, Florida

4.   NorthPark Mall
     Davenport, Iowa

5.   SouthPark Mall
     Moline, Illinois

6.   Valley Mall
     Harrisonburg, Virginia

                               SCHEDULE 4


                           LIST OF PROPERTIES


1.   Eastland Mall
     Evansville, Indiana

2.   Empire East
     Sioux Falls, South Dakota

3.   Empire Mall
     Sioux Falls, South Dakota

4.   Granite Run Mall
     Media, Pennsylvania

5.   Lake Square Mall
     Leesburg, Florida

6.   Lindale Mall
     Cedar Rapids, Iowa

7.   Mesa Mall
     Grand Junction, Colorado

8.   NorthPark Mall
     Davenport, Iowa

9.   Rushmore Mall
     Rapid City, South Dakota

10.  Southern Hills Mall
     Sioux City, Iowa

11.  SouthPark Mall
     Moline, Illinois

12.  Southridge Mall
     Des Moines, Iowa

13.  Valley Mall
     Harrisonburg, Virginia
                               SCHEDULE 5


                           NONCOMPETITION AREA




To be mutually approved by SDG and Macerich and incorporated into this
Agreement by an amendment signed by SDG and Macerich.