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EXHIBIT 10.64
                    AGREEMENT OF LIMITED PARTNERSHIP
                                   OF
                    SIMON CAPITAL LIMITED PARTNERSHIP

                            TABLE OF CONTENTS

ARTICLE IDEFINITIONS: ETC.
     1.1  Definitions.                                                  1

ARTICLE IIORGANIZATION
     2.1  Formation.                                                    8
     2.2  Name.                                                         8
     2.3  Purpose and Business of the Partnership.                      8
     2.4  Location of the Principal Place of Business.                  12
     2.5  Registered Agent and Registered Office.                       12

ARTICLE IIITERM
     3.1  Dissolution.                                                  12

ARTICLE IVCONTRIBUTIONS TO CAPITAL
     4.1  General Partner Capital Contributions.                        12
     4.2  Contributions of Partners.                                    12
     4.3  Additional Funds.                                             13
     4.4  No Third Party Beneficiary.                                   13
     4.5  No Interest: No Return.                                       14
     4.6  Capital Accounts.                                             14

ARTICLE VALLOCATIONS, DISTRIBUTIONS AND OTHERTAX AND ACCOUNTING MATTERS
     5.1  Allocations.                                                  16
     5.2  Partnership Distributions.                                    22
     5.3  Books of Account.                                             22
     5.4  Reports.                                                      22
     5.5  Audits.                                                       23
     5.6  Tax Returns.                                                  23
     5.7  Tax Matters Partner.                                          23

ARTICLE VIRIGHTS AND DUTIES OF, AND RESTRICTIONS ON THE GENERAL PARTNER
     6.1  Expenditures by Partners.                                     23
     6.2  Powers and Duties of General Partner.                         24
     6.3  Major Decisions.                                              26
     6.4  Proscriptions.                                                27
     6.5  Additional Covenants.                                         27
     6.6  Operation in Accordance with REIT Requirements.               30
     6.7  Waiver and Indemnification.                                   30
     6.8  Additional Partners.                                          31
     6.9  Limitation of Liability of Directors, Shareholders, Employees
          and Officers of the General Partner.                          31

ARTICLE VIIDISSOLUTION, LIQUIDATION AND WINDING-UP
     7.1  Accounting.                                                   31
     7.2  Distribution on Dissolution.                                  31
     7.3  Sale of Partnership Assets.                                   32
     7.4  Distributions in Kind.                                        32
     7.5  Documentation of Liquidation.                                 33
     7.6  Liability of the Liquidating Agent.                           33

ARTICLE VIIITRANSFER OF PARTNERSHIP INTERESTS
     8.1  Transfer of Partnership Interests.                            33

ARTICLE IXRIGHTS AND OBLIGATIONS OF THE LIMITED PARTNER
     9.1  No Participation in Management.                               33
     9.2  Bankruptcy Of the Limited Partner.                            34
     9.3  No Withdrawal.                                                34
     9.4  Duties and Conflicts.                                         34

ARTICLE XGENERAL PROVISIONS
     10.1 Notices.                                                      34
     10.2 Successors.                                                   35
     10.3 EFFECT AND INTERPRETATION.                                    35
     10.4 Counterparts.                                                 35
     10.5 Partners Not Agents.                                          35
     10.6 Entire Understanding: Etc.                                    35
     10.7 Severability.                                                 35
     10.8 Pronouns and Headings.                                        35
     10.9 Assurances.                                                   35
     10.10     Amendment.                                               36

                    AGREEMENT OF LIMITED PARTNERSHIP
                                   OF
                    SIMON CAPITAL LIMITED PARTNERSHIP


      This  AGREEMENT  OF LIMITED PARTNERSHIP OF SIMON  CAPITAL  LIMITED
PARTNERSHIP is made and entered into as of the ____ day of August, 1997,
by  and  among  SDG Capital Associates Limited Partnership,  a  Delaware
limited  partnership, as general partner (the "General Partner"),  Simon
DeBartolo  Group,  L.P.,  a  Delaware limited  partnership,  as  limited
partner   and   DeBartolo  Capital  Partnership,  a   Delaware   general
partnership,  as  limited  partner  (Simon  DeBartolo  Group,  L.P.  and
DeBartolo  Capital Partnership collectively referred to as the  "Limited
Partners").

                               WITNESSETH:

      WHEREAS,  the parties hereto desire to form a limited  partnership
under the provisions of the Delaware Uniform Limited Partnership Act for
the purposes and on the terms set forth below.

      NOW,  THEREFORE,  in  consideration of the  mutual  covenants  and
agreements  herein contained and other good and valuable  consideration,
the  receipt, adequacy and sufficiency of which are hereby acknowledged,
the  parties  hereto,  intending legally to be bound,  hereby  agree  as
follows:

                                    
                               ARTICLE I
                            DEFINITIONS: ETC.


       1.1 Definitions.  Except as otherwise herein expressly  provided,
the following terms and phrases shall have the meanings set forth below:

      "Accountants"   shall  mean  the  firm  or  firms  of  independent
certified  public accountants selected by the General Partner 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 Revised Uniform Limited Partnership Act  as
enacted  in  the  State of Delaware, and as the same  may  hereafter  be
amended from time to time.
<PAGE> 01
      "Administrative  Expenses"  shall mean (i) all administrative  and
operating costs and expenses incurred by the Partnership, and (ii) those
administrative  costs  and expenses and accounting  and  legal  expenses
undertaken  by the General Partner on behalf or for the benefit  of  the
Partnership.

      "Affiliate"  shall mean, with respect to any Partner (or as to any
other Person the affiliates of whom are relevant for purposes of any  of
the  provisions  of  this Agreement), (i) any member  of  the  Immediate
Family  of such Partner; (ii) any partner, trustee, beneficiary,  member
or  shareholder of a Partner; (iii) any legal representative,  successor
or  assignee of any Person referred to in the preceding clauses (i)  and
(ii);  (iv) any trustee or trust for the benefit of any Person  referred
to  in  the preceding clauses (i) through (iii); or (v) any Entity which
directly or indirectly through one or more intermediaries, controls,  is
Controlled  by, or is under common Control with, any Person referred  to
in the preceding clauses (i) through (iv).

     "Affiliate Financing"  shall mean financing or refinancing obtained
from a Partner or an Affiliate of a Partner by the Partnership.

      "Agreement"  shall mean this Agreement of Limited Partnership,  as
originally  executed and as amended, modified, supplemented or  restated
from time to time, as the context requires.

      "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  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 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)
<PAGE> 02
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.

      "Capital  Contribution"  shall mean, with respect to any  Partner,
the  amount  of money and the 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).

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

      "Company"   shall  mean Simon DeBartolo Group,  Inc.,  a  Maryland
corporation.

      "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.

      "Depreciation"   shall mean for each Partnership  Fiscal  Year  or
other period an amount equal to the depreciation, amortization, or other
cost  recovery  deduction allowable under the Code with  respect  to  an
asset  for  such  year or other period, 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 year or other period,  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 year or other period  bears  to
such  beginning  adjusted  tax basis; provided,  however,  that  if  the
federal  income  tax depreciation, amortization or other  cost  recovery
deduction  for such year is zero, Depreciation shall be determined  with
reference  to  such  beginning Gross Asset Value  using  any  reasonable
method selected by the General Partner.

      "Entity"  shall mean any general partnership, limited partnership,
limited  liability company, corporation, joint venture, trust,  business
trust, cooperative or association.
<PAGE> 03
      "ERISA"  shall mean the Employee Retirement Income Security Act of
1974,  as amended from time to time (or any corresponding provisions  of
succeeding laws).

       "GAAP"   shall  mean  generally  accepted  accounting  principles
consistently applied.

      "General  Partner"   shall  mean SDG  Capital  Associates  Limited
Partnership, a Delaware limited partnership.

      "Gross  Asset Value"  shall have the meaning set forth in  Section
4.6(b).

     "Gross Income"  shall mean the income of the Partnership determined
pursuant to Section 61 of the Code before deduction of items of  expense
or deduction.

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

      "Lender"  shall mean The Chase Manhattan Bank or any successor  or
assign hereof.

      "Lien"  shall mean any liens, security interests, mortgages, deeds
of trust, charges, claims, encumbrances, restrictions, 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.

      "Limited  Partner(s)"  shall mean Simon DeBartolo Group,  L.P.,  a
Delaware  limited  partnership  and  DeBartolo  Capital  Partnership,  a
Delaware general partnership.

      "Liquidating Agent"  shall mean such individual or  Entity  as  is
selected  as  the  Liquidating Agent hereunder by the  General  Partner,
which  individual  or  Entity may include  the  General  Partner  or  an
Affiliate of the General Partner, provided such Liquidating Agent agrees
in  writing to be bound by the terms of this Agreement.  The Liquidating
Agent  shall  be  empowered  to give and receive  notices,  reports  and
payments in connection with the dissolution, liquidation and/or winding-
up  of the Partnership and shall hold and exercise such other rights and
powers  as are necessary or required to permit all parties to deal  with
the  Liquidating  Agent in connection with the dissolution,  liquidation
and/or winding-up of the Partnership.
<PAGE> 04
     "Loan"  shall have the meaning set forth in Section 2.3 hereof.

      "Loan Documents"  shall have the meaning set forth in Section  2.3
hereof.

     "Losses"  shall have the meaning set forth in Section 5.1 hereof.

      "Major Decisions"  shall have the meaning set forth in Section 6.3
hereof.

      "Minimum  Gain"   shall  have the meaning  set  forth  in  Section
5.1(d)(1) hereof.

      "Minimum  Gain Chargeback"  shall have the meaning  set  forth  in
Section 5.1(d)(1) hereof.

      "Mortgage"   shall  mean  those  certain  deeds  of  trust  and/or
mortgages encumbering the Property to be executed and delivered  by  the
Partnership to the Lender.

      "Net Financing Proceeds"  shall mean the cash proceeds received by
the  Partnership in connection with any borrowing by or on behalf of the
Partnership (whether or not secured), after deduction of all  costs  and
expenses  incurred by the Partnership in connection with such borrowing,
and  after deduction of that portion of such proceeds used to repay  any
other  indebtedness  of  the Partnership, or  any  interest  or  premium
thereon.

      "Net  Operating Cash Flow"  shall mean, with respect to any fiscal
period of the Partnership, the aggregate amount of all cash received  by
the  Partnership from any source for such Fiscal Period  (including  Net
Sale  Proceeds  and  Net Financing Proceeds and distributions  from  any
subsidiary of the Partnership, but excluding Capital Contributions) less
the  aggregate amount of all expenses or other amounts paid with respect
to  such  period  (including all payments of principal and  interest  on
account  of  our  indebtedness of the Partnership), and such  additional
cash  reserves as of the last day of such period as the General  Partner
deems  necessary  for  any  capital or operating  expenditure  permitted
hereunder.

      "Net Sale Proceeds"  shall mean the cash proceeds received by  the
Partnership  in connection with a sale of any asset by or on  behalf  of
the Partnership after deduction of any costs or expenses incurred by the
Partnership,  or payable specifically out of the proceeds of  such  sale
(including,  without  limitation,  any  repayment  of  any  indebtedness
required  to  be  repaid as a result of such sale or which  the  General
Partner elects to repay out of the proceeds of such sale, together  with
<PAGE> 05
accrued  interest and premium, if any, thereon and any sales commissions
or  other costs and expenses due and payable to any Person in connection
with a sale).

      "Nonrecourse  Liabilities"  shall have the meaning  set  forth  in
Section 5.1(d)(1) hereof.

      "Notes"   shall  mean  those  certain  Commercial  Mortgage  Notes
executed  by  the Partnership and delivered to the Lender in  accordance
with the Loan Documents.

      "Partner  Nonrecourse Debt"  shall have the meaning set  forth  in
Section 5.1(d)(2) hereof.

     "Partner Nonrecourse Debt Minimum Gain"  shall have the meaning set
forth in Section 5.1(d)(2) hereof.

      "Partner Nonrecourse Deduction"  shall have the meaning set  forth
in Section 5.1(d)(2) hereof.

      "Partner(s)"   shall  mean the General  Partner  and  the  Limited
Partners, their duly admitted successors or assigns or any Person who is
a partner of the Partnership at the time of reference thereto.

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

     "Partnership Fiscal Year"  shall mean the calendar year.

      "Partnership Interest"  shall mean with respect to a Partner, such
Partner's right to the allocations (and each item thereof), specified in
section  5.1 hereof and all distributions from the Partnership, and  its
rights  of management, consent, approval, or participation, if  any,  as
provided in this Agreement.

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

     "Percentage Interest"  shall mean, with respect to any Partner, the
percentage  ownership interest of such Partner in the Partnership.   The
Percentage Interest of the General Partner shall at all times be 1%, and
the  Percentage Interest of the Limited Partners shall at all  times  be
99%.
<PAGE> 06
     "Person"  shall mean any individual or Entity.

      "Pledge"   shall  mean a pledge or grant of a  mortgage,  security
interest,  lien  or  other  encumbrance  in  respect  of  a  Partnership
Interest.

      "Private  Placement  Agency Agreement"   shall  mean  the  Private
Placement  Agency Agreement among the Partnership and Chase  Securities,
Inc..

     "Profits"  shall have the meaning set forth in Section 5.1 hereof.

     "Property"  shall mean those properties (including peripheral land)
and interests set forth in Exhibit A hereto.

      "REIT  Requirements"  shall have the meaning set forth in  Section
5.2 hereof.

      "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).

      "Required Funds"  shall have the meaning set forth in Section  4.3
hereof.

      "Special Director"  shall have the meaning given to such  term  in
the Certificate of Incorporation of the General Partner.

      "Substituted Limited Partner"  shall have the meaning set forth in
Section 8.2 hereof.

      "Third  Party" or "Third Parties"  shall mean a Person or  Persons
who  is  or  are  neither  a Partner or Partners  nor  an  Affiliate  or
Affiliates of a Partner or Partners.

      "Third  Party  Financing"   shall mean  financing  or  refinancing
obtained from a Third Party by the Partnership.

      "Transfer"  shall mean any assignment, sale, transfer,  conveyance
or  other  disposition  or  act  of  alienation,  whether  voluntary  or
involuntary, or by operation of law.
<PAGE> 07
                                    
                               ARTICLE II
                              ORGANIZATION


     2.1  Formation.  The parties hereto do hereby form and organize the
Partnership  pursuant  to  the provisions of  the  Act,  and  all  other
pertinent laws of the State of Delaware, for the purposes and  upon  the
terms and conditions hereinafter set forth.  The Partners agree that the
rights  and liabilities of the Partners shall be as provided in the  Act
except  as  otherwise  herein  expressly provided.   Promptly  upon  the
execution  and  delivery  hereof, the  General  Partner  shall  cause  a
Certificate  of  Limited Partnership and such other notice,  instrument,
document, or certificate as may be required by applicable law, and which
may  be necessary to enable the Partnership to conduct its business, and
to own its property, under the Partnership name, to be filed or recorded
in all appropriate public offices.  Upon request of the General Partner,
the  Limited  Partners  shall  execute any assumed  or  fictitious  name
certificate  or certificates required by law to be filed  in  connection
with  the  formation  of  the Partnership.  The  General  Partner  shall
promptly  cause the execution and delivery of such additional  documents
and shall perform such additional acts consistent with the terms of this
Agreement as may be necessary to comply with the requirements of law for
the  formation,  qualification, and operation of a  limited  partnership
under  the  laws of the State of Delaware and for the qualification  and
operation  of  a  limited partnership in the States of Wisconsin,  Ohio,
Florida, Kansas, Pennsylvania and Indiana.


     2.2   Name.   The  business of the Partnership shall  be  conducted
under  the name of Simon Capital Limited Partnership or such other  name
as  the  General  Partner  may  select,  and  all  transactions  of  the
Partnership, to the extent permitted by applicable law, shall be carried
on  and  completed  in such name.  The Partnership shall  at  all  times
conduct its own business in its own name.


     2.3  Purpose and Business of the Partnership.

     
        (a)     Subject to the limitations set forth herein, the purpose
     for  which  the  Partnership is formed is to engage solely  in  the
     following activities:

              (1)        To execute and deliver any and all instruments,
          agreements, certificates, documents, notices, papers or  other
          writings  as may be necessary or advisable in connection  with
          the acquisition by the Partnership of the Property;
<PAGE> 08
              (2)         to  execute and deliver (i) the loan agreement
          with  the Lender pursuant to which the Partnership will borrow
          $225,000,000; (ii) the Note evidencing borrowings pursuant  to
          the   loan  agreement;  (iii)  mortgages  or  deeds  of  trust
          encumbering  each Property, to secure all obligations  of  the
          Partnership  under the Loan Agreement and the Note;  and  (iv)
          any   and  all  assignments,  financing  statements,  security
          agreements, certificates, documents, notices, papers or  other
          writings  in  connection  therewith (collectively,  the  "Loan
          Documents");

              (3)          to   execute   and   deliver   a   placement,
          underwriting  or  similar agreement with any underwriter  that
          may  be retained in connection with the securitization of  the
          Note,   and   any   instruments,   agreements,   certificates,
          documents,  notices,  papers  or  other  writings  as  may  be
          necessary or advisable in connection with any securitization;

              (4)         to engage in any activities necessary to hold,
          receive, exchange, otherwise dispose of and otherwise deal  in
          and  exercise  all rights, powers, privileges, and  all  other
          incidents of ownership or possession with respect to  all  the
          Property  and any property or interests which may be  acquired
          by   the  Partnership  as  a  result  of  any  sale  or  other
          disposition of any Property;

              (5)         to  engage  in  any  activities  necessary  to
          authorize,   execute   and  deliver  any   other   instrument,
          agreement, certificate, notice or document in connection  with
          the  activities described above, including the filing  of  any
          instrument,  agreements, certificates,  notices,  applications
          and  other documents necessary or advisable to comply with any
          applicable laws, statutes, rules and regulations or  necessary
          or  advisable  to  perfect  or  protect  the  above-referenced
          security interests;

              (6)         to  take  any and all other actions  necessary
          under and pursuant to this Agreement; and

              (7)         to  engage  in such lawful activities  and  to
          exercise such powers permitted to partnerships under the  laws
          of  the State of Delaware that are necessarily incident to  or
          connected  with  the foregoing or necessary or  convenient  to
          accomplish  the  foregoing and which are consistent  with  the
          limitations  set forth in this Section 2.3(a)  and  the  other
          Sections hereof.
<PAGE> 09     
            (b)  Notwithstanding  anything  contained  herein   to   the
     contrary, so long as the Note is outstanding, Section 2.3(a)  shall
     not  be  amended without the consent of the Lender,  any  successor
     thereto or any assignee of the Note.

     
            (c) The Partnership shall not commingle its funds with those
     of  any  Affiliate or any other entity.  Funds and other assets  of
     the Partnership shall be separately identified and segregated.  All
     of  the  Partnership's assets shall at all times be held by  or  on
     behalf  of  the  Partnership,  and,  if  held  on  behalf  of   the
     Partnership  by  another  entity,  shall  at  all  times  be   kept
     identifiable (in accordance with customary usages) as assets  owned
     by  the  Partnership.   The  Partnership  shall  maintain  its  own
     separate bank accounts, payroll and books of account.

     
            (d) The  Partnership  shall  pay from  its  own  assets  all
     obligations  of  any kind incurred by the Partnership  (other  than
     organizational expenses).

     
            (e)  The  Partnership  shall  take  all  appropriate  action
     necessary to ensure its existence as a partnership in good standing
     under the laws of the State of Delaware.

     
            (f) All  financial statements, accounting records and  other
     partnership documents of the Partnership shall be maintained at  an
     office separate from those of any Affiliate or any other entity.

     
            (g) The annual financial statements of the Partnership shall
     disclose, in accordance with and to the extent required under GAAP,
     any transactions between the Partnership and any Affiliate.

     
           (h)  All business transactions entered into by the Partnership
     with  any  Affiliate shall be on terms and conditions that  are  no
     less  favorable  to the Partnership than the terms  and  conditions
     that  would be expected to have been obtained, at the time of  such
     transaction  and  under  similar circumstances,  from  unaffiliated
     persons.   In addition, all such transactions shall be approved  by
     the  General  Partner.   The Partnership shall  not  guarantee  any
     liabilities  or obligations of any Affiliate or any  other  Person,
     nor  shall  it  assume  any indebtedness or  other  liabilities  or
     obligations of any Affiliate or any other Person.
<PAGE> 10
     
           (i) The Partnership shall at all times hold itself out to the
     public  (including  any Affiliate's creditors) as  a  separate  and
     distinct entity operating under the Partnership's own name, and the
     Partnership  shall act solely in its own name and through  its  own
     authorized officers and agents.

     
           (j)  The Partnership shall pay out of its own funds salaries,
     if  any,  of  its officers and employees, and shall  reimburse  any
     Affiliate  for  any  service provided to the  Partnership  by  such
     Affiliate  (including those to be provided pursuant to  any  lease,
     administrative  or management services agreement or other  contract
     between  the Partnership and any Affiliate) in accordance with  the
     terms of any such lease, agreement or other contract.

     
           (k)  Notwithstanding any other provision of this Agreement or
     any  provision  of law that otherwise so empowers the  Partnership,
     for  so  long  as the Note under the loan agreement is outstanding,
     the  Partnership  shall not, without the approval  of  the  General
     Partner and the holder of such Notes, do any of the following:

           (1)            engage in any business or activity other  than
          as  set  forth  in  Section 2.3(a) or as may be  necessary  or
          convenient  to  comply with the provisions of  Section  2.3(c)
          through and including Section 2.3(j); or

           (2)            institute any proceeding to be adjudicated  as
          bankrupt  or  insolvent,  or consent  to  the  institution  of
          bankruptcy  or insolvency proceedings against it,  or  file  a
          petition or answer or consent seeking reorganization or relief
          under  any  applicable  federal,  or  state  law  relating  to
          bankruptcy,  or consent to the filing of any such petition  or
          to  the appointment of a receiver, rehabilitator, conservator,
          liquidator, assignee, trustee, sequestrator (or other  similar
          official) of the Partnership or of any substantial part of its
          property,  or  ordering the winding up or liquidation  of  its
          affairs,  or make any assignment for the benefit of creditors,
          or  admit  in writing its inability to pay its debts generally
          as  they become due, or take any action in furtherance of  the
          foregoing; or

           (3)            consolidate, merge, dissolve or liquidate,  in
          whole or in part; or

           (4)            incur, assume or guarantee any debt except  as
          provided in the loan agreement.
<PAGE> 11
    2.4    Location of the Principal Place of Business.  The location of
the  principal place of business of the Partnership shall be at 115 West
Washington  Street, Indianapolis, Indiana 46204, or such other  location
as  shall  be selected from time to time by the General Partner  in  its
sole discretion.


    2.5    Registered Agent and Registered Office.  The Registered Agent
of the Partnership shall be The Corporation Trust Company, or such other
Person  as  the General Partner may select in its sole discretion.   The
Registered Office of the Partnership shall be c/o The Corporation  Trust
Company,  1209 Orange Street, Wilmington, Delaware 19801 or  such  other
location  as  the  General Partner may select in its sole  and  absolute
discretion.

                                    
                               ARTICLE III
                                  TERM


    3.1    Dissolution.   The  Partnership shall be dissolved  upon  the
occurrence  of  the  earlier of (i) December  31,  2069,  and  (ii)  the
earliest of the following events:

     
        (a)    The withdrawal, dissolution, termination or bankruptcy of
     the  General Partner, it being agreed that so long as the Notes are
     outstanding, the General Partner shall not withdraw or resign  from
     the  Partnership  and in the event that the General  Partner  shall
     become disassociated from the Partnership, shall withdraw from  the
     Partnership or shall liquidate, become insolvent or file a petition
     for bankruptcy, the Partnership shall appoint a new special purpose
     general partner and deliver an acceptable non-consolidation opinion
     to  the  holder  of  the Note and to any applicable  rating  agency
     concerning the Partnership and the replacement general partner;

     
        (b)    The sale or other disposition of all or substantially all
     the assets of the Partnership; or

     
        (c)    dissolution required by operation of law.

                                    
                              ARTICLE IV
                        CONTRIBUTIONS TO CAPITAL


   4.1    General Partner Capital Contributions.  Simultaneously with
the execution and delivery hereof, the General Partner shall contribute
or cause to be made Capital Contributions of assets described on
Schedule 1, and (after giving effect to such contributions) the General
Partner shall have made or caused to be made Capital Contributions to
<PAGE> 12
the Partnership of money and/or assets in the amount or of the nature
set forth on Schedule 2.


  4.2     Contributions of Partners.  On the date hereof, the Limited
Partners shall make or cause to be made Capital Contributions of assets
described on Schedule 1, and (after giving effect to such contributions)
the Limited Partners shall have made or caused to be made Capital
Contributions to the Partnership of money and/or assets in the amount or
of the nature set forth on Schedule 2.  By execution and delivery of
this Agreement, the Limited Partners hereby acknowledge and agree that
the relative values of their capital interests in the Partnership are as
reflected by the Capital Accounts and Percentage Interests (which shall,
initially, be as set forth on Schedule 2).  Except as otherwise
expressly provided herein or required by applicable law, the Limited
Partners shall not be required to contribute any additional capital to
the Partnership.  All surtax, documentary stamp tax or other transfer
tax that may be imposed as a result of the foregoing Capital
Contributions shall be paid by the General Partner.


  4.3   Additional Funds.  The Partnership may obtain funds ("Required
Funds") which it considers necessary to meet the needs and obligations
and requirements of the Partnership, or to maintain adequate working
capital or to repay Partnership indebtedness, and to carry out the
Partnership's purposes, from the proceeds of Third Party Financing or
Affiliate Financing, provided that at the time of such financing, none
of the Notes remain outstanding.  In no event may the Partnership obtain
any Third Party Financing that is recourse to any Partner or any
Affiliate, partner, shareholder, beneficiary, principal, officer, or
director of any Partner without the consent of the affected Partner and
any other Person or Persons to whom such recourse may be had.  This
Section 4.3 shall not be deemed to limit the right of the Partnership at
any time to incur certain types of indebtedness to the extent expressly
permitted under  the Mortgage.


  4.4      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 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 an 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
<PAGE> 13
Partnership or pledged or encumbered by the Partnership to secure any
debt or other obligation of the Partnership or of any of the Partners.
Notwithstanding the foregoing provisions of this Section 4.4,
restrictions set forth in this Agreement which are required by the terms
of the Loan Documents shall inure to the benefit of, and be enforceable
by, the holder of the Loan Documents and its successors and assigns.


  4.5     No Interest: No Return.  No Partner shall be entitled to
interest on its Capital Contribution or on such Partner's Capital
Account.  Except as provided herein or by law, no Partner shall have any
right to withdraw any part of its Capital Account or to demand or
receive the return of its Capital Contribution from the Partnership.


  4.6     Capital Accounts.

     
         (a)   The Partnership shall establish and maintain a separate
     capital account ("Capital Account") for each Partner, including a
     substitute partner who shall pursuant to the provisions hereof
     acquire a Partnership Interest, which Capital Account shall be:

             (1)         credited with the amount of cash contributed by
          such Partner to the capital of the Partnership; the initial
          Gross Asset Value (net of liabilities secured by such
          contributed property that the Partnership assumes or takes
          subject to) of any other property contributed by such Partner
          to the capital of the Partnership; such Partner's distributive
          share of Profits; and any other items in the nature of income
          or gain that are allocated to such Partner pursuant to Section
          5.1 hereof, but excluding tax items described in Regulations
          Section 1.704-1(b)(4)(i); and

             (2)         debited with the amount of cash distributed to
          such Partner pursuant to the provisions of this Agreement; the
          Gross Asset Value (net of liabilities secured by such
          distributed property that such Partner assumes or takes
          subject to) of any Partnership property distributed to such
          Partner pursuant to any provision of this Agreement; such
          Partner's distributive share of Losses; and any other items in
          the nature of expenses or losses that are allocated to such
          Partner pursuant to Section 5.1 hereof, but excluding tax
          items described in Regulations Section 1.704-1(b)(4)(i).
<PAGE> 14
     In the event that a Partner's Partnership Interest or portion
thereof is transferred within the meaning of Regulations Section 1.704-
1(b)(2)(iv)(f), the transferee shall succeed to the Capital Account of
the transferor to the extent that it relates to the Partnership Interest
or portion thereof so transferred.

     In the event that the Gross Asset Values of Partnership assets are
adjusted as described below in Section 4.6(b) hereof, the Capital
Accounts of the Partners shall be adjusted to reflect the aggregate net
adjustments as if the Partnership sold all of its property for their
fair market values and recognized gain or loss for federal income tax
purposes equal to the amount of such aggregate net adjustment.

     The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply
with Section 1.704-1(b) of the Regulations, and shall be interpreted and
applied as provided in the Regulations.

     
          (b)  The term "Gross Asset Value" or "Gross Asset Values"
     means, with respect to any asset of the Partnership, such asset's
     adjusted basis for federal income tax purposes, except as follows:

              (1)        the initial Gross Asset Value of any asset
          contributed by a Partner to the Partnership shall be the gross
          fair market value of such asset as reasonably determined by
          the General Partner;

              (2)        the Gross Asset Values of all Partnership
          assets shall be adjusted to equal their respective gross fair
          market values, as reasonably determined by the General
          Partner, immediately prior to the following events:

                 (i)               a Capital Contribution (other than a
               de minimis Capital Contribution, within the meaning of
               Section 1.704-1(b)(2)(iv)(f)(5)(i) of the Regulations) to
               the Partnership by a new or existing Limited Partner as
               consideration for a Partnership Interest;

                 (ii)              the distribution by the Partnership
               to a Partner of more than a de minimis amount (within the
               meaning of Section 1.704-1(b)(2)(iv)(f)(5)(ii) of the
               Regulations) of Partnership property as consideration for
               the redemption of a Partnership Interest; and
<PAGE> 15
                 (iii)             the liquidation of the Partnership
               within the meaning of Section 1.704-1(b)(2)(ii)(g) of the
               Regulations.

              (3)          the Gross Asset Values of Partnership assets
          distributed to any Partner shall be the gross fair market
          values of such assets as reasonably determined by the General
          Partner as of the date of distribution.

At all times, Gross Asset Values shall be adjusted by any Depreciation
taken into account with respect to the Partnership's assets for purposes
of computing Profits and Losses.  Any adjustment to the Gross Asset
Values of Partnership property shall require an adjustment to the
Partners' Capital Accounts as described in Section 4.6(a) above.

                                    
                             ARTICLE V
                  ALLOCATIONS, DISTRIBUTIONS AND OTHER
                       TAX AND ACCOUNTING MATTERS


    5.1   Allocations.

     
       (a)     For the purpose of this Agreement, the terms "Profits"
     and "Losses" mean, respectively, for each Partnership Fiscal Year
     or other period, the Partnership's taxable income or loss for such
     Partnership Fiscal Year or other 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)(1) of the Code shall be included in
     taxable income or loss), adjusted as follows:

               (1)       any income of the Partnership that is exempt
          from federal income tax and not otherwise taken into account
          in computing Profits or Losses pursuant to this Section 5.1(a)
          shall be added to such taxable income or loss;

               (2)       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 Partnership Fiscal Year or other period;

               (3)       any items that are specially allocated pursuant
          to Section 5.1(d) hereof shall not be taken into account in
          computing Profits or Losses; and
<PAGE> 16
               (4)       any expenditures of the Partnership described
          in Section 705(a)(2)(B) of the Code (or treated as such under
          Regulation Section 704-1(b)(2)(iv)(i)) and not otherwise taken
          into account in computing Profits or Losses pursuant to this
          Section 5.1(a) shall be deducted from such taxable income or
          loss.

     
          (b)  Except as otherwise provided in section 5.1(d) hereof,
     the Profits and Losses of the Partnership (and each item thereof)
     for each Partnership Fiscal Year shall be allocated among the
     Partners in accordance with their respective Percentage Interests.

     
          (c)  For the purpose of Section 5.1(b) hereof, gain or loss
     resulting from any disposition of Partnership property shall be
     computed by reference to the Gross Asset Value of the property
     disposed of, notwithstanding that the adjusted tax basis of such
     property for federal income tax purposes differs from its Gross
     Asset Value.

     
          (d)  Notwithstanding the foregoing provisions of this Section
     5.1, the following provisions shall apply:

                   (1)   A Partner shall not receive an allocation of
          any Partnership deduction that would result in total loss
          allocations attributable to "Nonrecourse Liabilities" (as
          defined in Regulations Section 1.704-2(b)(3)) in excess of
          such Partner's share of Minimum Gain (as determined under
          Regulations Section 1.704-2(g)). The term "Minimum Gain" means
          an amount determined in accordance with Regulations Section
          1.704-2(d) by computing, with respect to each Nonrecourse
          Liability of the Partnership, the amount of gain, if any, that
          the Partnership would realize if it disposed of the property
          subject to such liability for no consideration other than full
          satisfaction thereof, and by then aggregating the amounts so
          computed.  If the Partnership makes a distribution allocable
          to the proceeds of a Nonrecourse Liability, in accordance with
          Regulation Section 1.704-2(h) the distribution will be treated
          as allocable to an increase in Partnership Minimum Gain to the
          extent the increase results from encumbering Partnership
          property with aggregate Nonrecourse Liabilities that exceeds
          the property's adjusted tax basis.  If there is a net decrease
          in Partnership Minimum Gain for a Partnership Fiscal Year, in
          accordance with Regulations Section 1.704-2(f) and the
          exceptions contained therein, the Partners shall be allocated
<PAGE> 17
          items of Partnership income and gain for such Partnership
          Fiscal Year (and, if necessary, for subsequent Partnership
          Fiscal Years) equal to the Partners' respective shares of the
          net decrease in Minimum Gain within the meaning of Regulations
          Section 1.704-2(g)(2) (the "Minimum Gain Chargeback").  The
          items to be allocated pursuant to this Section 5.1(d)(1) shall
          be determined in accordance with Regulations Section 1.704-
          2(f) and (j).

                   (2)   Any item of "Partner Nonrecourse Deduction" (as
          defined in Regulations Section 1.7042(i)) with respect to a
          "Partner Nonrecourse Debt" (as defined in Regulations Section
          1.704-2(b)(4)) shall be allocated to the Partner or Partners
          who bear the economic risk of loss for such Partner
          Nonrecourse Debt in accordance with Regulations Section 1.704-
          2(i)(1). If the Partnership makes a distribution allocable to
          the proceeds of a Partner Nonrecourse Debt, in accordance with
          Regulation Section 1.704-2(i)(6) the distribution will be
          treated as allocable to an increase in Partner Minimum Gain to
          the extent the increase results from encumbering Partnership
          Property with aggregate Partner Nonrecourse Debt that exceeds
          the property's adjusted tax basis.  Subject to Section
          5.1(d)(1) hereof, but notwithstanding any other provision of
          this Agreement, in the event that there is a net decrease in
          minimum Gain attributable to a Partner Nonrecourse Debt (such
          Minimum Gain being hereinafter referred to as "Partner
          Nonrecourse Debt Minimum Gain") for a Partnership Fiscal Year,
          then after taking into account allocations pursuant to Section
          5.1(d)(1) hereof, but before any other allocations are made
          for such taxable year, and subject to the exceptions set forth
          in Regulations Section 1.7042(i)(4), each Partner with a share
          of Partner Nonrecourse Debt Minimum Gain at the beginning of
          such Partnership Fiscal Year shall be allocated items of
          income and gain for such Partnership Fiscal Year (and, if
          necessary, for subsequent Partnership Fiscal Years) equal to
          such Partner's share of the net decrease in Partner
          Nonrecourse Debt Minimum Gain as determined in a manner
          consistent with the provisions of Regulations Section 1.704-
          2(g)(2). The items to be allocated pursuant to this Section
          5.1(d)(2) shall be determined in accordance with Regulations
          Section 1.704-2(i)(4) and (j).

                   (3)   Pursuant to Regulations Section 1.752-3(a)(3),
          for the purpose of determining each Partner's share of excess
          nonrecourse liabilities of the Partnership, and solely for
<PAGE> 18
          such purpose, each Partner's interest in Partnership profits
          is hereby specified to be such Partner's Percentage Interest.

                  (4)   No Limited Partners shall be allocated any item
          of deduction or loss of the Partnership if such allocation
          would cause such Limited Partner's Capital Account to become
          negative by more than the sum of (i) any amount such Limited
          Partner is obligated to restore upon liquidation of the
          Partnership, plus (ii) such Limited Partner's share of the
          Partnership's Minimum Gain and Partner Nonrecourse Debt
          Minimum Gain.  An item of deduction or loss that cannot be
          allocated to a Limited Partner pursuant to this Section
          5.1(d)(4) shall be allocated to the General Partner.  For this
          purpose, in determining the Capital Account balance of such
          Limited Partner, the items described in Regulations Section
          1.704-1(b)(2)(ii)(d)(4), (5), and (6) shall be taken into
          account.  In the event that (A) any Limited Partner
          unexpectedly receives any adjustment, allocation, or
          distribution described in Regulations Sections 1.704-
          1(b)(2)(ii)(d)(4), (5), or (6), and (B) such adjustment,
          allocation, or distribution causes or increases a deficit
          balance (net of amounts which such Limited Partner is
          obligated to restore or deemed obligated to restore under
          Regulations Section 1.7042(g)(1) and 1.704-2(i)(5) and
          determined after taking into account any adjustments,
          allocations, or distributions described in Regulations
          Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) that, as of the
          end of the Partnership Fiscal Year, reasonably are expected to
          be made to such Limited Partner) in such Limited Partner's
          Capital Account as of the end of the Partnership Fiscal Year
          to which such adjustment, allocation, or distribution relates,
          then items of Gross Income (consisting of a pro rata portion
          of each item of Gross Income) for such Partnership Fiscal Year
          and each subsequent Partnership Fiscal Year shall be allocated
          to such Limited Partner until such deficit balance or increase
          in such deficit balance, as the case may be, has been
          eliminated.  In the event that this Section 5.1(d)(4) and
          Section 5.1(d)(1) and/or (2) hereof apply, Section 5.1(d)(1)
          and/or (2) hereof shall be applied prior to this Section
          5.1(d)(4).

     
           (e)  In accordance with Sections 704(b) and 704(c) of the Code
     and the Regulations thereunder, income, gain, loss, and deduction
     with respect to any property contributed to the capital of the
     Partnership shall, solely for federal income 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
<PAGE> 19
     federal income tax purposes and the initial Gross Asset Value of
     such property.  If the Gross Asset Value of any Partnership
     property is adjusted as described in the definition of Gross Asset
     Value, 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 for federal income tax
     purposes and the Gross Asset Value of such asset in the manner
     prescribed under Sections 704(b) and 704(c) of the Code and the
     Regulations thereunder.  In furtherance of the foregoing, the
     Partnership shall employ the method prescribed in Regulation
     Section 1.704-3(b) (the "traditional method") or the equivalent
     successor provisions) of proposed, temporary or final Regulations.

     
          (f)  Notwithstanding anything to the contrary contained in
     this Section 5.1, the allocation of Profits and Losses for any
     Partnership Fiscal Year during which a Person acquires a
     Partnership Interest (other than upon formation of the Partnership)
     or during which there is a change in the Partners' Percentage
     Interests shall take into account the Partners' varying interests
     for such Partnership Fiscal Year pursuant to any method permissible
     under Section 706 of the Code that is selected by the General
     Partner (notwithstanding any agreement between the assignor and
     assignee of such Partnership Interest although the General Partner
     may recognize any such agreement), which method may take into
     account the date on which the Transfer or an agreement to Transfer
     becomes irrevocable pursuant to its terms, as determined by the
     General Partner.

     
          (g)  In the event of a sale or exchange of a Partner's
     Partnership Interest or portion thereof or upon the death of a
     Partner, if the Partnership has not theretofore elected, pursuant
     to Section 754 of the Code, to adjust the basis of Partnership
     property, the General Partner shall cause the Partnership to elect,
     if the Person acquiring such Partnership Interest or portion
     thereof so requests, pursuant to Section 754 of the Code, to adjust
     the basis of Partnership property.  In addition, in the event of a
     distribution referred to in Section 734(b) of the Code, if the
     Partnership has not theretofore elected, the General Partner may,
     in the exercise of its reasonable discretion, cause the Partnership
     to elect, pursuant to Section 754 of the Code, to adjust the basis
     of Partnership property.  Except as provided in Regulations Section
     1.704-1(b)(2)(iv)(m), such adjustment shall not be reflected in the
     Partners' Capital Accounts and shall be effective solely for
     federal and (if applicable) state and local income tax purposes.
     Each Partner hereby agrees to provide the Partnership with all
     information necessary to give effect to such election.  With
     respect to such election:
<PAGE> 20
                (1)      Any change in the amount of the depreciation
          deducted by the Partnership and any change in the gain or loss
          of the Partnership, for federal income tax purposes, resulting
          from an adjustment pursuant to Section 743(b) of the Code
          shall be allocated entirely to the transferee of the
          Partnership Interest or portion thereof so transferred.  No
          capital contribution obligation shall be imposed on any
          Partner and neither the Partnership Interest of, nor the
          amount of any cash distributions to, any Partner shall be
          affected as a result of such election, and except as provided
          in Regulations Section 1.704-1(b)(2)(iv)(m), the making of
          such election shall have no effect except for federal and (if
          applicable) state and local income tax purposes.

                (2)      Solely for federal and (if applicable) state
          and local income tax purposes and not for the purpose of
          maintaining the Partners' Capital Accounts (except as provided
          in Regulations Section 1.704-1(b)(2)(iv)(m)), the Partnership
          shall keep a written record for those assets, the bases of
          which are adjusted as a result of such election, and the
          amount at which such assets are carried on such record shall
          be debited (in the case of an increase in basis) or credited
          (in the case of a decrease in basis) by the amount of such
          basis adjustment.  Any change in the amount of the
          depreciation deducted by the Partnership and any change in the
          gain or loss of the Partnership, for federal and (if
          applicable) state And local income tax purposes, attributable
          to the basis adjustment made as a result of such election
          shall be debited or credited, as the case may be, on such
          record.

     
         (h)   The Profits, Losses, gains, deductions, and credits of
     the Partnership (and all items thereof) for each Partnership Fiscal
     Year shall be determined in accordance with the accounting method
     followed by the Partnership for federal income tax purposes.

          Except as provided in Sections 5.1(e) and 5.1(g) hereof,, for
     federal income tax purposes, each item of income, gain, loss, or
     deduction shall be allocated among the Partners in the same manner
     as its correlative item of "book" income, gain, loss, or deduction
     has been allocated pursuant to this Section 5.1.

     
         (i)   To the extent permitted by Regulations Sections 1.704-
     2(h)(3) and 1.704-2(i)(6), the General Partner shall endeavor to
     treat distributions as having been made from the proceeds of
<PAGE> 21
     Nonrecourse Liabilities or Partner Nonrecourse Debt only to the
     extent that such distributions would cause or increase a deficit
     balance in any Partner's Capital ' Account that exceeds the amount
     such Partner is otherwise obligated to restore (within the meaning
     of Regulations Section 1.704-1(b)(2)(ii)(c)) As of the end of the
     Partnership's taxable year in which the distribution occurs.

     
         (j)   If any Partner sells or otherwise disposes of any
     property, directly or indirectly, to the Partnership, and as a
     result thereof, gain on a subsequent disposition of such property
     by the Partnership is reduced pursuant to Section 267(d) of the
     Code, then, to the extent permitted by applicable laws, gain for
     federal income tax purposes attributable to such subsequent
     disposition shall first be allocated among the Partners other than
     the selling Partner in an amount equal to such Partners'
     allocations of "book" gain on the property pursuant to this Section
     5.1, and any remaining gain for federal income tax purposes shall
     be allocated to the selling Partner.


    5.2   Partnership Distributions.  The General Partner shall cause
the Partnership to distribute all or a portion of Net Operating Cash
Flow to the Partners from time to time as determined by the General
Partner, but in any event not less frequently than quarterly in such
amounts as the General Partner shall determine; provided, however, that
all such distributions shall be made pro rata in accordance with the
Partners' then Percentage Interests; and provided further, that
notwithstanding the foregoing, the General Partner shall use its best
efforts (not requiring any material expenditure of funds or the
incurrence of any material liability on the part of the General Partner)
to cause the Partnership to distribute sufficient amounts to enable the
Simon DeBartolo Group, L.P. to distribute sufficient amounts to the
Company to pay shareholder dividends that will (a) satisfy the
requirements for qualifying as a REIT under the Code and Regulations
(the "REIT Requirements"), and (b) avoid any federal income or excise
tax liability of the general partner.  All amounts withheld pursuant to
the Code or a provision of any state or local tax law with respect to
any allocation, payment or distribution to any Partner shall be treated
as amounts distributed to such Partner.


    5.3   Books of Account.  At all times during the continuance of the
Partnership, the General Partner shall maintain or cause to be
maintained full, true, complete and correct books of account in-
accordance with generally accepted accounting principles wherein shall
be entered particulars of all monies, goods or effects belonging to or
owing to or by the Partnership, or paid, received, sold or purchased in
the course of the Partnership's business, and all of such other
transactions, matters and things relating to the business of the
<PAGE> 22
Partnership as are usually entered in books of account kept by persons
engaged in a business of a like kind and character.  In addition, the
Partnership shall keep all records required to be kept pursuant to the
Act.  The books and records of account shall be kept separately from the
books and records of account of any other Person, at the principal
office of the Partnership, and each Partner and its representatives
shall at all reasonable times have access to such books and records and
the right to inspect and copy the same.


    5.4   Reports.  Within one hundred twenty (120) days after the end
of each Partnership Fiscal Year, the Partnership shall cause to be
prepared and transmitted to each Partner, an annual report of the
Partnership relating to the previous Partnership Fiscal Year containing
a statement of financial condition as of the year then ended, and
statements of operations, cash flow and Partnership equity for the year
then ended, which annual statements shall be prepared in accordance with
GAAP and shall be audited by the Accountants.  The Partnership shall
also cause to be prepared and transmitted to each Partner within forty-
five (45) days after the end of each of the first three (3) quarters of
each Partnership Fiscal Year, a quarterly unaudited report of the
Partnership's financial condition and statements of operations cash flow
and Partnership equity relating to the fiscal quarter then just ended,
prepared in accordance with GAAP.


    5.5   Audits.  Not less frequently than annually, the books and
records of the partnership shall be audited by the Accountants.


    5.6   Tax Returns.

     
        (a)    Consistent with all other provisions of this Agreement,
     the General Partner shall determine the methods to be used in the
     preparation of federal, state, and local income and other tax
     returns for the Partnership in connection with all items of income
     and expense, including, but not limited to, valuation of assets,
     the methods of depreciation and cost recovery, elections, credits,
     and tax accounting methods and procedures.

     
        (b)    The Partnership shall timely cause to be prepared and
     transmitted to the Partners federal and appropriate state and local
     Partnership Income Tax Schedules "K-1, or any substitute therefor,
     with respect to such Partnership Fiscal Year on appropriate forms.
<PAGE> 23

  5.7     Tax Matters Partner.  The General Partner is hereby designated
as the Tax Matters Partner within the meaning of Section 6231(a)(7) of
the Code for the Partnership.

                                    
                            ARTICLE VI
      RIGHTS AND DUTIES OF, AND RESTRICTIONS ON THE GENERAL PARTNER


  6.1     Expenditures by Partners.  The General Partner is hereby
authorized to pay compensation for accounting, administrative, legal,
technical, management and other services rendered to the Partnership.
All of the aforesaid expenditures shall be made on behalf of the
Partnership and the General Partner shall be entitled to reimbursement
by the Partnership for any expenditures incurred by it on behalf of the
Partnership which shall have been made other than out of the funds of
the Partnership.  The Partnership shall also assume, and pay when due,
all Administrative Expenses.


 6.2      Powers and Duties of General Partner.  The General Partner
shall be responsible for the management of the Partnership's business
and affairs.  Except as otherwise herein expressly provided, and subject
to the limitations contained in Section 6.3 hereof with respect to Major
Decisions, the General Partner shall have, and is hereby granted, full
and complete power, authority and discretion to take such action for and
on behalf of the Partnership and in its name as the General Partner
shall, in its sole and absolute discretion, deem necessary or
appropriate to carry out the purposes for which the Partnership was
organized.  Except as otherwise expressly provided herein, and subject
to Sections 2.3 and 6.3 hereof, the General Partner shall have the
right, power and authority:

     
       (a)     To manage, insure against loss and protect the Property
     or any portion thereof; to improve, develop or redevelop the
     Property; to participate in the ownership, redevelopment and
     expansion of the Property; to mortgage, pledge or otherwise
     encumber the Property, or any portion thereof, but only in
     accordance with Section 2.3 hereof; to lease the Property or any
     portion thereof from time to time, upon any terms and for any
     period of time, and to renew or extend leases, to amend, change or
     modify the terms and provisions of any leases and to grant options
     to lease and options to renew leases, all in accordance with the
     Mortgage; to grant easements of any kind; to release, convey or
     assign any right, title or interest in or about or easement
     appurtenant to the Property or any portion thereof; to construct
     and reconstruct, remodel, alter, repair, add to or take from
     buildings on the Property; to insure any Person having an interest
     in or responsibility for the care, management or repair of said
     Property;
<PAGE> 24     
       (b)     To employ, engage or contract with or dismiss from
     employment or engagement Persons to the extent deemed necessary by
     the General Partner for the operation and management of the
     Partnership business, including but not limited to, employees,
     contractors, subcontractors, engineers, architects, surveyors,
     mechanics, consultants, accountants, attorneys, insurance brokers,
     real estate brokers, placement agents, financial advisors and
     others, the general partner agreeing to employ at all times a
     sufficient number of employees in light of its contemplated
     business operations;

     
       (c)     To enter into contracts on behalf of the Partnership in
     accordance with Section 2.3 hereof;

     
       (d)     To sign, execute and deliver any and all assignments,
     deeds and other contracts and instruments in writing; to authorize,
     give, make, procure, accept and receive moneys, payments, property,
     notices, demands, vouchers, receipts, releases, compromises and
     adjustments; to waive notices, demands, protests and authorize and
     execute waivers of every kind and nature; to enter into, make,
     execute, deliver and receive written agreements, undertakings and
     instruments of every kind and nature; to give oral instructions and
     make oral agreements; and generally to do any and all other acts
     and things incidental to any of the foregoing or with reference to
     any dealings or transactions which any attorney may deem necessary,
     proper or advisable;

     
       (e)     To acquire and enter into any contract of insurance which
     the General Partner deems necessary or appropriate for the
     protection of the Partnership or any Affiliate thereof, for the
     conservation of the Partnership's assets or for any purpose
     convenient or beneficial to the Partnership or any Affiliate
     thereof;

     
       (f)     To conduct any and all banking transactions on behalf of
     the Partnership; to adjust and settle checking, savings, and other
     accounts with such institutions as the General Partner shall deem
     appropriate; to draw, sign, execute, accept, endorse, guarantee,
     deliver, receive and pay any checks, drafts, bills of exchange,
     acceptances, notes, obligations, undertakings and other instruments
     for or relating to the payment of money in, into or from any
     account in the Partnership's name; to execute, procure, consent to
     and authorize extensions and renewals of the same; to make deposits
     and withdraw the same and to negotiate or discount commercial
     paper, acceptances, negotiable instruments, bills of exchange and
     dollar drafts; provided, however, that in no event in connection
     with any of the foregoing shall the accounts or funds of the
<PAGE> 25
     Partnership be commingled with the accounts or funds of any other
     Person and the Partnership shall at all times pay its own
     liabilities from Partnership funds;

     
       (g)     To demand, sue for, receive, and otherwise take steps to
     collect or recover all debts, rents, proceeds, interests,
     dividends, goods, chattels, income from property, damages and all
     other property to which the Partnership may be entitled or which
     are or may become due the Partnership from any Person; to commence,
     prosecute or enforcer or to defend, answer or oppose, contest and
     abandon all legal proceedings in which the Partnership is or may
     hereafter be interested; and to settle, compromise or submit to
     arbitration any accounts, debts, claims, disputes and matters which
     may arise between the Partnership and any other Person and to grant
     an extension of time for the payment or satisfaction thereof on any
     terms with or without security;

     
       (h)     To make arrangements for financing, including the taking
     of all action deemed necessary or appropriate by the General
     Partner to cause any approved loans to be closed;

     
       (i)     To take all reasonable measures necessary to insure
     compliance by the Partnership with applicable arrangements and
     contractual obligations entered into by the Partnership from time
     to time in accordance with the provisions of this Agreement,
     including periodic reports required to be submitted to lenders,
     using all due diligence to insure that the Partnership is in
     compliance with its contractual obligations;

     
       (j)     To maintain the Partnership's books and records; and

     
       (k)     To prepare and deliver, or cause to be prepared and
     delivered by the Accountants, all financial and other reports with
     respect to the operations of the Partnership, and preparation and
     filing of all federal and state tax returns and reports.

     Except as otherwise provided herein, to the extent the duties of
the General Partner require expenditures of funds to be paid to third
parties, the General Partner shall not have any obligations hereunder
except to the extent that Partnership funds are reasonably available to
it for the performance of such duties, and nothing herein contained
shall be deemed to authorize or require the General Partner, in its
capacity as such, to expend its individual funds for payment to third
parties or to undertake any individual liability or obligation on behalf
<PAGE> 26
of the Partnership.  Nothing contained in this Section 6.2 shall
authorize the General Partner to take any action which would be in
violation of Section 2.3.


   6.3    Major Decisions.  The General Partner shall not, without the
prior consent of the Limited Partners and any additional partners that
may from time to time be admitted to the Partnership in accordance with
Section 6.7 hereof and, so long as any of the Notes remains outstanding,
the unanimous affirmative vote of the Board of Directors of the general
partner of the General Partner (and with regard to only (c) and (d)
below the consent of the holder of such Notes), undertake any of the
following actions on behalf of the Partnership (the "Major Decisions"):

     
         (a)   Institute any proceeding for or take any action resulting
     in Bankruptcy on behalf of the Partnership;

     
         (b)      Take title to any personal or real property other than in
     the name of the Partnership;

     
         (c)   Act or cause the taking or refraining of any action with
     respect to the dissolution, liquidation or winding up of the
     Partnership or an election to continue the Partnership or to
     continue the business of the Partnership; or

     
         (d)   Merge or consolidate with or into any Person or sell,
     exchange, transfer or otherwise dispose of all or substantially all
     of the Partnership's assets.


 6.4      Proscriptions.  The General Partner shall not have the
authority:

     
         (a)   to do any act in contravention of this Agreement or the
     Loan Documents or which would make it impossible to carry on the
     ordinary business of the Partnership, provided that a sale of the
     Property shall not be deemed to be such an act;

     
         (b)   to possess any Partnership property or assign rights in
     specific Partnership property for other than Partnership purposes;
     or

     
         (c)   to do any act in contravention of applicable law.
<PAGE> 27
Nothing herein contained shall impose any obligation on any Person or
firm doing business with the Partnership to inquire as to whether or not
the General Partner has properly exercised its authority in executing
any contract, lease, mortgage, deed or any other instrument or document
on behalf of the Partnership, and any such third Person shall be fully
protected in relying upon such authority.


     6.5     Additional Covenants.

     
        (a)    Notwithstanding any provision to the contrary set forth
     herein, the General Partner covenants that, so long as any of the
     Notes remain outstanding, it shall not cause or permit the
     Partnership to:

                  (1)    engage, directly or indirectly, in any business
          activity, other than activities authorized hereunder or under
          the Loan Documents, and any and all lawful activities
          incidental to or necessary, suitable or convenient to
          accomplish the foregoing to the extent that same are not
          contrary to Section 2.3 hereof or are otherwise prohibited by
          the Loan Documents;

                  (2)    commingle its property with the property of any
          of its partners or Affiliates or any other Person;

                  (3)    transfer or lease the Property or any portion
          thereof or interest therein, except as permitted under the
          Mortgage;

                  (4)    engage in a nonexempt prohibited transaction
          described in Section 406 of ERISA or Section 4975 of the Code;

                  (5)    acquire obligations or securities of its
          Partners;

                  (6)    except as expressly permitted under the Loan
          Documents, engage in any dissolution, liquidation, winding-up,
          consolidation, merger, sale of all or substantially all of its
          assets or transfer of its ownership interests;

                  (7)    except for the Loan, be the obligor or
          guarantor of or otherwise incur or be responsible for any
          indebtedness;
<PAGE> 28
                  (8)    pledge its assets for the benefit of any other
          entity, make loans or advances to any other entity, guarantee
          or become obligated for the debts of another entity or hold
          its credit out as being available to satisfy the obligations
          of others;

                  (9)    partition the Property;

                  (10)   amend this Agreement in any manner:  (A) such
          that the Partnership would not, as a result of such amendment,
          be a special purpose entity, (B) that would have a material
          adverse effect on the mortgagee under the Mortgage or (C) to
          modify the limitations on the business of the Partnership, the
          restrictions on amendment, modification or termination hereof,
          the restrictions on the Partnership's ability to institute a
          Bankruptcy, or any other covenant to make same inconsistent
          with this Section 6.5(a) (the above referenced limitations,
          restrictions and covenants shall include, without limitation,
          those set forth in Sections 2.3, 3.1, 4.3, 6.3, 6.4, 6.5, 6.7,
          8.1 and 10.10 hereof), unless, in the case of any modification
          described in this clause (C), the Partnership shall obtain
          written consent of the holders of the Notes and written
          confirmation from any applicable rating agency that such
          modification will not result in the downgrade, qualification
          or withdrawal of the rating then assigned to the Notes;

                  (11)   take title to any real or personal property
          other than in the name of the Partnership;

               (12) buy or hold evidence of indebtedness issued by any
          other person or entity (other than cash and investment grade
          securities); or

               (13) identify itself as a division of any other person or
          entity.

     
     (b)       The General Partner covenants that, so long as any of the
     Notes remain outstanding, it shall cause the Partnership to:

                (1)      do or cause to be done all things necessary to
          preserve and keep in full force and effect the existence of
          the Partnership and maintain adequate capitalization (taking
          into account, among other things, the market value of its
          assets) for its business purposes;
<PAGE> 29
                (2)      maintain books and records, bank accounts,
          checks, invoices and financial statements separate from those
          of its Affiliates and observe other partnership formalities
          and maintain a principal executive and administrative office
          through which its business is conducted separate from that of
          any of its Affiliates; provided, however, that the Partnership
          and/or any of its Affiliates may have offices in the same
          location provided there is a fair and appropriate allocation
          of overhead costs, including, without limitation, the salaries
          of any shared employees, if any, among the Partnership and/or
          any such Affiliate and/or any such Affiliate bears its fair
          share of such costs;

                (3)      pay all of its obligations and liabilities and
          the salaries of its employees, if any, out of its own funds;

                (4)      maintain a sufficient number of employees in
          light of its contemplated business operations;

                (5)      at all times conduct its own business in its
          own name, hold itself out to the public as a legal entity
          separate and distinct from any of its Affiliates (including
          using separate stationery and including, with respect to its
          leasing activities, entering into any contracts and preparing
          its financial statements), to correct any known
          misunderstanding regarding its separate identity and cause it
          and such Affiliates to conduct business with it on an arm's
          length and commercially reasonable basis;

                (6)      at all times be a "Single Purpose Entity" (as
          that term is defined in the Mortgage); and

                (7)      prepare and file its own tax returns or, if
          part of a consolidated group, join in the consolidated tax
          return of such group as a separate member thereof, each in
          accordance with the terms of Section 5.6 hereof.


  6.6     Operation in Accordance with REIT Requirements.  The Partners
acknowledge and agree that the Partnership shall be operated in a manner
that will enable the Company, general partner of Simon DeBartolo Group,
L.P., to (a) satisfy the REIT Requirements and (b) avoid the imposition
of any federal income or excise tax liability.  The Partnership shall
avoid taking any action which would result in the Company ceasing to
<PAGE> 30
satisfy the requirements for qualifying as a real estate investment
trust under the Code and the Regulations or would result in the
imposition of any federal income or excise tax liability of the Company.


  6.7     Waiver and Indemnification.  Neither the General Partner nor
any of its Affiliates, directors, trust managers, officers, employees,
shareholders, nor any Person acting on its behalf, pursuant hereto,
shall be liable, responsible or accountable in damages or otherwise to
the Partnership or to any Partner for any acts or omissions performed or
omitted to be performed by them within the scope of the authority
conferred upon the General Partner by this Agreement and the Act,
provided that the General Partner's or such other Person's conduct or
omission to act was taken in good faith and in the belief that such
conduct or omission was in the best interests of the Partnership and,
provided further, that the General Partner or such other Person shall
not be guilty of fraud, willful misconduct or gross negligence.  The
Partnership shall, and hereby does, indemnify and hold harmless the
General Partner and its Affiliates, their respective directors,
officers, shareholders, employees and any other individual acting on
their behalf to the extent such Persons would be indemnified by the
Company pursuant to Article Eighth of the Articles of Incorporation of
the Company if such persons were directors, officers, agents or
employees of the Company; provided, however, that no Partner shall have
any personal liability with respect to the foregoing indemnification,
any such indemnification to be satisfied solely out of the assets of the
Partnership.


  6.8     Additional Partners.  Additional Partners may be admitted to
the Partnership only with the consent of the General Partner and the
Limited Partners, subject to the terms and conditions of the Mortgage.


  6.9     Limitation of Liability of Directors, Shareholders, Employees
and Officers of the General Partner.  Any obligation or liability
whatsoever of the General Partner which may arise at any time under this
Agreement or any other instrument, transaction, or undertaking
contemplated hereby shall be satisfied, if at all, out of the assets of
the General Partner or the Partnership only.  No such obligation or
liability shall be personally binding upon, nor shall resort for the
enforcement thereof be had to, any of the General Partner's Directors,
shareholders, officers, employees, or agents, regardless of whether such
obligation or liability is in the nature of contract, tort or otherwise.

                                    
                              ARTICLE VII
                 DISSOLUTION, LIQUIDATION AND WINDING-UP
<PAGE> 31

   7.1    Accounting.  In the event of the dissolution, liquidation and
winding-up of the Partnership, a proper accounting (which shall be
certified) shall be made of the Capital Account of each Partner and of
the Profits or Losses of the Partnership from the date of the last
previous accounting to the date of dissolution.  Financial statements
presenting such accounting shall include a report of the Accountants.


   7.2    Distribution on Dissolution.  In the event of the dissolution
and liquidation of the Partnership for any reason, the assets of the
Partnership shall be liquidated for distribution in the following rank
and order:

     
          (a)  Payment of creditors of the Partnership (other than
     Partners) in the order of priority as provided by law;

     
          (b)  Establishment of reserves as determined by the General
     Partner to provide for contingent liabilities, if any;

     
          (c)  Payment of debts of the Partnership to Partners, if any,
     in the order of priority provided by law;

     
          (d)  To the Partners in accordance with the positive balances
     in their Capital Accounts after giving effect to all contributions,
     distributions and allocations for all periods, including the period
     in which such distribution occurs (other than those distributions
     made pursuant to this Section 7.2(d) and Section 7.4 hereof).

If upon dissolution and termination of the Partnership the Capital
Account of the Limited Partners are less than zero, then the Limited
Partners shall have no obligation to restore the negative balance in its
Capital Account.  Whenever the Liquidating Agent reasonably determines
that any reserves established pursuant to paragraph (b) above are in
excess of the reasonable requirements of the Partnership, the amount
determined to be excess shall be distributed to the Partners in
accordance with the above provisions.


   7.3    Sale of Partnership Assets.  In the event of the liquidation
of the Partnership in accordance with the terms of this Agreement, the
Liquidating Agent may sell Partnership property; provided, however, that
all sales, leases, encumbrances or transfers of Partnership assets shall
be made by the Liquidating Agent solely on an "arm's length" basis, at
the best price and oh the best terms and conditions as the Liquidating
Agent in good faith believes are reasonably available at the time and
<PAGE> 32
under the circumstances and on a non-recourse basis to the Limited
Partners.  The liquidation of the Partnership shall not be deemed
finally terminated until the Partnership shall have received cash
payments in full with respect to obligations such as notes, purchase
money mortgages installment sale contracts or other similar receivables
received by the Partnership in connection with the sale of Partnership
assets-and all obligations of the Partnership have been satisfied or
assumed by the General Partner.  The Liquidating Agent shall continue to
act to enforce all of the rights of the Partnership pursuant to any such
obligations until paid in full.


   7.4    Distributions in Kind.  In the event that it becomes necessary
to make a distribution of Partnership property in kind, the General
Partner may, with the consent of the Limited Partners, transfer and
convey such property to the distributees as tenants in common, subject
to any liabilities attached thereto, so as to vest in them undivided
interests in the whole of such property in proportion to their
respective rights to share in the proceeds of the sale of such property
(other than as a creditor) in accordance with the provisions of Section
7.2 hereof.  Immediately prior to the distribution of Partnership
property in kind to a Partner, the Capital Account of each Partner shall
be increased or decreased, as the case may be, to reflect the manner in
which the unrealized income, gain, loss and deduction inherent in such
property (to the extent not previously reflected in the Capital
Accounts) would be allocated among the Partners if there were a taxable
disposition of such property for its fair market value as of the date of
the distribution.


   7.5    Documentation of Liquidation.  Upon the completion of the
dissolution and liquidation of the Partnership, the Partnership shall
terminate and the Liquidating Agent shall have the authority to execute
and record any and all documents or instruments required to effect the
dissolution, liquidation and termination of the Partnership.


   7.6    Liability of the Liquidating Agent.  The Liquidating Agent
shall be indemnified and held harmless by the Partnership from and
against any and all claims, demands, liabilities, costs, damages and
causes of action of any nature whatsoever arising out of or incidental
to the Liquidating Agent's taking of any action authorized under or
within the scope of this Agreement; provided, however, that no Partner
shall have any personal liability with respect to the foregoing
indemnification, any such indemnification to be satisfied solely out of
the assets of the Partnership; and provided, further, that the
Liquidating Agent shall not be entitled to indemnification, and shall
not be held harmless, where the claim, demand, liability, cost, damage
or cause of action at issue arose out of:
<PAGE> 33     
           (a) a matter entirely unrelated to the Liquidating Agent's
     action or conduct pursuant to the provisions of this Agreement; or

     
           (b) the proven misconduct or negligence of the Liquidating
     Agent.

                                    
                              ARTICLE VIII
                    TRANSFER OF PARTNERSHIP INTERESTS


   8.1    Transfer of Partnership Interests.  As long as the Notes are
outstanding, neither the General Partner nor the Limited Partners shall
withdraw from the Partnership or Transfer, encumber or otherwise dispose
of any interest in the Partnership such that the transferee owns more
than a 49% interest in the Partnership or the transferee is an affiliate
or family member of a transferor which owned more than a 49% interest in
the Partnership prior to such transfer, and any action taken in
contravention of the foregoing shall be null and void.

                                    
                             ARTICLE IX
             RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS


  9.1     No Participation in Management.  Except as expressly permitted
hereunder, the Limited Partners shall not take part in the management of
the Partnership's business, transact any business in the Partnership's
name or have the power to sign documents for or otherwise bind the
Partnership.


  9.2     Bankruptcy Of the Limited Partners.  The Bankruptcy of the
Limited Partners shall not cause a dissolution of the Partnership, but
the rights of the Limited Partners to share in the Profits or Losses of
the Partnership and to receive distributions of Partnership funds shall,
on the happening of such event, devolve on its successors or assigns,
subject to the terms and conditions of this Agreement, and the
Partnership shall continue as a limited partnership.  However, in no
event shall such assignee(s) become a Substituted Limited Partner.


  9.3     No Withdrawal.  The Limited Partners may not withdraw from the
Partnership without the prior written consent of the General Partner,
other than as expressly provided in this Agreement.


  9.4     Duties and Conflicts.  The General Partner recognizes that the
Limited Partners and its Affiliates has or may have other business
interests, activities and investments, some of which may be in conflict
<PAGE> 34
or competition with the business of the Partnership, and that such
persons are entitled to carry on such other business interests,
activities and investments.  The Limited Partners and its Affiliates may
engage in or possess an interest in any other business or venture of any
kind, independently or with others, on their own behalf or on behalf of
other entities with which they are affiliated or associated, and such
persons may engage in any activities, whether or not competitive with
the Partnership, without any obligation to offer any interest in such
activities to the Partnership or to any Partner.  Neither the
Partnership nor any Partner shall have any right, by virtue of this
Agreement, in or to such activities, or the income or profits derived
therefrom, and the pursuit of such activities, even if competitive with
the business of the Partnership, shall not be deemed wrongful or
improper.

                                    
                               ARTICLE X
                           GENERAL PROVISIONS


  10.1    Notices.  All notices, offers or other communications required
or permitted to be given pursuant to this Agreement shall be in writing
and may be personally served or sent by United States mail and shall be
deemed to have been given when delivered in person, upon receipt of
telecopy or three business days after deposit in United States mail,
registered or certified, postage prepaid, and properly addressed, by or
to the appropriate party.  For purposes of this Section 10.1, the
addresses of the parties hereto are all at c/o Simon DeBartolo Group,
115 W. Washington Street, Indianapolis, Indiana 46204.  The address of
any party hereto may be changed by a notice in writing given in
accordance with the provisions hereof.


  10.2    Successors.  This Agreement and all the terms and provisions
hereof shall be binding upon and shall inure to the benefit of all
Partners, and their legal representatives, heirs, successors and
permitted assigns, except as expressly herein otherwise provided.


  10.3    EFFECT AND INTERPRETATION.  THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN CONFORMITY WITH THE LAWS OF THE STATE OF DELAWARE.


  10.4    Counterparts.  This Agreement may be executed in counterparts,
each of which shall be an original, but all of which shall constitute
one and the same instrument.
<PAGE> 35

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


  10.6    Entire Understanding: Etc.  This Agreement and the other
agreements referenced herein or therein constitutes the entire agreement
and understanding among the Partners and supersedes any prior
understandings and/or written or oral agreements among them respecting
the subject matter within.


  10.7    Severability.  If any provision of this Agreement, or the
application of such provision to any Person or circumstance, shall be
held invalid by a court of competent jurisdiction, the remainder of this
Agreement, or the application of such provision to Persons or
circumstances other than those to which it is held invalid by such
court, shall not be affected thereby.


  10.8    Pronouns and Headings.  As used herein, all pronouns shall
include the masculine, feminine and neuter, and all defined terms shall
include the singular and plural thereof wherever the context and facts
require such construction.  The headings, titles and subtitles herein
are inserted for convenience of reference only and are to be ignored in
any construction of the provisions hereof.  Any references in this
Agreement to "including" shall be deemed to mean "including without
limitation."


  10.9    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.


  10.10   Amendment.  Subject to Section 6.5(a)(10) hereof, this
Agreement may be amended, modified or terminated, but only in writing by
the General Partner, the Limited Partners and all other parties admitted
to the Partnership in accordance with Section 6.7 hereof.

                             [End of Page 36]
<PAGE> 36 
    IN WITNESS WHEREOF, the parties hereto have executed this Agreement
or caused this Agreement to be executed as of the date and year first
above written.

GENERAL PARTNER:              SDG CAPITAL LIMITED PARTNERSHIP,
                              a Delaware limited partnership


                              By:  \s\David Simon
                                   David Simon, Chief Executive Officer


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

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


                                   By:  \s\David Simon
                                        David Simon
                                        Chief Executive Officer


                              DeBARTOLO CAPITAL PARTNERSHIP, a 
                              Delaware general partnership

                              By: DeBARTOLO PROPERTIES, INC., an Ohio
                                  corporation

                                   By:  \s\David Simon
                                        David Simon
                                        Chief Executive Officer
<PAGE> 37











                               SCHEDULE 1

                          CAPITAL CONTRIBUTIONS


GENERAL PARTNER                                 GROSS ASSET VALUE
(SDG Capital Associates Limited Partnership)

Cash                                               $1,636,000
West Ridge Mall (2.5% undivided interest)          $1,702,400
                                             
     TOTAL                                         $3,338,400

LIMITED PARTNER
(Simon DeBartolo Group, L.P.)

West Ridge Mall (97.5% undivided interest)        $66,861,600


LIMITED PARTNER
(DeBartolo Capital Partnership)

Bay Park Square                                   $36,300,000
Boardman Plaza                                    $26,640,000
Cheltenham Square                                 $50,000,000
DeSoto Square                                     $56,800,000
Upper Valley Mall                                 $44,800,000
Washington Square                                 $49,100,000
                                                  
                                                 $263,640,000

     TOTAL CAPITAL                               $333,840,000
<PAGE> 38












                               SCHEDULE 2

                       CAPITAL ACCOUNT PERCENTAGES


GENERAL PARTNER                                         Percent Interest

SDG Capital Associates Limited  Partnership                    1%


LIMITED PARTNERS

DeBartolo Capital Partnership                               78.5%
Simon DeBartolo Group, L.P.                                 20.5%

TOTAL                                                      100.0%

<PAGE> 39