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Exhibit 2.4                             
  


                      THE EQUITABLE LIFE ASSURANCE
                      SOCIETY OF THE UNITED STATES,
                                 Seller,

                                   and

                          SM PORTFOLIO PARTNERS
                               Purchaser.



                          _____________________

                       PURCHASE AND SALE AGREEMENT
                          _____________________



                            December 12, 1997

                                Premises

Eastland Mall                   NorthPark Mall
Evansville, Indiana             Davenport, Iowa

Empire East                     Rushmore Mall
Sioux Falls, South Dakota       Rapid City, South Dakota

Empire Mall                     Southern Hills Mall
Sioux Falls, South Dakota       Sioux City, Iowa
     
Granite Run Mall                SouthPark Mall
Media, Pennsylvania             Moline, Illinois

Lake Square Mall                Southridge Mall
Leesburg, Florida               Des Moines, Iowa
     
Lindale Mall                    Valley Mall
Cedar Rapids, Iowa              Harrisonburg, Virginia
     
Mesa Mall                  
Grand Junction, Colorado
     




                            TABLE OF CONTENTS

Article   Page

1.  Definitions                                                         2

2.  Agreement to Sell and Purchase                                      10

3.  Purchase Price; Existing Financing                                  10
  3.1  Purchase Price.                                                  10
  3.2  Escrow Provisions                                                11
  3.3  Existing Financing                                               13

4.  Permitted Encumbrances                                              14

5.  The Closing                                                         15
  5.1  Closing Date                                                     15
  5.2  Actions at Closing                                               16

6.  Apportionments                                                      16
  6.1  Rents                                                            16
  6.2  Leasing Costs                                                    21
  6.3  Ancillary Income.                                                22
  6.4  Additional Items                                                 22
  6.5  Adjustment Statement                                             25
  6.6  Tenant Note Obligations  25
  6.7  Survival  26

7.   Actions to be Taken and Documents to be Delivered at or Prior 
     to the Closing                                                     26
  7.1  Equitable's Deliveries                                           26
  7.2  Purchaser's Deliveries                                           30
  7.3  Access to Records                                                31

8.  Malls Conveyed As Is; Representations and Warranties of Equitable   31
  8.1  No Implied Representations                                       31
  8.2  "As-Is" Purchase                                                 32
  8.3  Representations and Warranties of Equitable                      33
  8.4  Effect of Estoppels                                              40
  8.6  Survival of Equitable's Warranties, etc.                         41

9.  Representations and Warranties of Purchaser                         43
  9.1  Purchaser's Warranties                                           43
  9.2  Remaking of Warranties; Survival                                 44

10.  Conditions to the Obligation of Equitable to Close                 44
  10.1  Purchase Price                                                  44
  10.2  Representations and Warranties                                  44
  10.3  Performance of Obligations                                      44
  10.4  Required Consents                                               44
  10.5  Rating Agency Approval                                          44

11.  Conditions to the Obligation of Purchaser to Close                 45
  11.1  Representations and Warranties                                  45
  11.2  Performance of Obligations                                      45
  11.3  Title                                                           45
  11.4  Estoppels                                                       45
  11.5  Required Consents                                               45
  11.6  Rating Agency Approval                                          45

12.  Risk of Loss                                                       45
  12.1  Substantial Casualty                                            45
  12.2  Substantial Taking                                              46
  12.3  Other Casualty or Taking                                        47

13.  Operation of the Malls Until Closing                               47
  13.1  Standard of Operation                                           47
  13.2  Leasing                                                         48

14.  Title to the Mall                                                  49
  14.1  Title Defects                                                   49
  14.2  Waiver by Purchaser                                             50
  14.3  Deeds Full Performance; Survival                                50

15.  Brokers, etc.                                                      50
  15.1  Equitable's Representation                                      50
  15.2  Purchaser's Representation                                      50
  15.3  Survival                                                        51

16.  Default; Remedies                                                  51
  16.1  Purchaser's Default                                             51
  16.2  Equitable's Default                                             51
  16.3  Survival                                                        52

17.  Estoppels.                                                         52
  17.1  Required Estoppels.                                             52
  17.2  Additional Estoppels                                            53
  17.3  No Default.                                                     53
  17.4  Seller's Estoppels                                              53

18.  Notices                                                            55

19.  Further Assurances                                                 56

20.  Captions                                                           57

21.  Governing Law; Construction                                        57

22.  Entire Agreement; No Third Party Beneficiary, etc.                 57

23.  Waivers; Extensions                                                58

24.  Pronouns                                                           58

25.  Transaction Expenses; Fees and Disbursements of Counsel, etc.      58
  25.1  Transaction Expenses                                            58
  25.2  Other Expenses                                                  58
  25.3  Financial Statements; Appraisals                                59
  25.4  Survival                                                        59

26.  Assignment                                                         59

27.  Counterparts                                                       59

28.  No Recording                                                       59

29.  Unitary Transaction                                                60

30.  Prevailing Party's Attorneys' Fees.                                60

31.  Radon Gas Notification.                                            60

32.  Energy-Efficiency Rating Disclosure.                               60

33.  Waiver of Jury Trial.                                              60




                          Schedule of Exhibits

Exhibit A-1         Description of Land - Eastland Mall
Exhibit A-2         Description of Land - Empire East
Exhibit A-3         Description of Land - Empire Mall
Exhibit A-4         Description of Land - Granite Run Mall
Exhibit A-5         Description of Land - Lake Square Mall
Exhibit A-6         Description of Land - Lindale Mall
Exhibit A-7         Description of Land - Mesa Mall
Exhibit A-8         Description of Land - NorthPark Mall
Exhibit A-9         Description of Land - Rushmore Mall
Exhibit A-10        Description of Land - Southern Hills Mall
Exhibit A-11        Description of Land - SouthPark Mall
Exhibit A-12        Description of Land - Southridge Mall
Exhibit A-13        Description of Land - Valley Mall
Exhibit B           List of Documents Comprising the Mortgage
Exhibit C           List of Documents Comprising the Ground Leases
Exhibit D           List of Documents Comprising the Operating Agreements
Exhibit E           List of Documents Comprising the Other Agreements
Exhibit F           Permitted Encumbrances
Exhibit G           Surveys
Exhibit H           [reserved]
Exhibit I           Tenant Notes
Exhibit J           Environmental Reports
Exhibit K           Schedule of Leases
Exhibit L           Schedule of Violations
Exhibit M           Schedule of Pending Litigation
Exhibit N           Form of Assignment of Ground Lease
Exhibit O           Form of Assignment of Operating Agreements
Exhibit P           Form of Assignment of Leases
Exhibit Q           Form of Assignment of Other Agreements
Exhibit R           Form of General Assignment
Exhibit S           Schedule of Delinquencies
Exhibit T           Pending Condemnation
Exhibit U           Anchor Estoppel Letter (Operating Agreements)
Exhibit V           Tenant Estoppel Letter
Exhibit W           Required Consents
Exhibit X           Schedule of Material Personal Property
Exhibit Y           Seller's Representation Certificate
Exhibit Z           Pending Lease Transactions
Exhibit AA          Ground Lessor Estoppel Letter





          THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as
of the 12th day of December, 1997, by and between THE EQUITABLE LIFE
ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation with an
office at 1290 Avenue of the Americas, New York, New York 10104
("Equitable"), as Seller, and SM PORTFOLIO PARTNERS, a Delaware general
partnership with an office at 115 West Washington Street, Indianapolis,
Indiana  46204 ("Purchaser"), as Purchaser.
                          W I T N E S S E T H :
          WHEREAS, Equitable is owner in fee (other than the portions
thereof owned by Anchors and the portions of Eastland Mall, Empire Mall
and Southridge Mall that are leasehold interests) of (i) Eastland Mall,
a regional shopping mall located in Evansville, Indiana, (ii) Empire
East, a community shopping center located in Sioux Falls, South Dakota,
(iii) Empire Mall, a regional shopping mall located in Sioux Falls,
South Dakota, (iv) Granite Run Mall, a regional shopping mall located in
Media, Pennsylvania, (v) Lake Square Mall, a regional shopping mall
located in Leesburg, Florida, (vi) Lindale Mall, a regional shopping
mall located in Cedar Rapids, Iowa, (vii) Mesa Mall, a regional shopping
mall located in Grand Junction, Colorado, (viii) NorthPark Mall, a
regional shopping mall located in Davenport, Iowa, (ix) Rushmore Mall, a
regional shopping mall located in Rapid City, South Dakota, (x) Southern
Hills Mall, a regional shopping mall located in Sioux City, Iowa, (xi)
SouthPark Mall, a regional shopping mall located in Moline, Illinois,
(xii) Southridge Mall, a regional shopping mall located in Des Moines,
Iowa, and (xiii) Valley Mall, a regional shopping mall located in
Harrisonburg, Virginia, each of which is more particularly described in
and is the subject of this Agreement.
          WHEREAS, Equitable desires to sell such shopping malls and
center to Purchaser, and Purchaser desires to purchase such shopping
malls and center from Equitable, subject to and upon all of the terms,
covenants and conditions of this Agreement.
          NOW, THEREFORE, in consideration of the premises and the
mutual undertakings in this Agreement, the parties hereto agree as
follows:
<PAGE> 01
     1.  Definitions.
          Wherever used in this Agreement, the following terms shall
have the meanings set forth in this Article 1 unless the context of this
Agreement clearly requires another interpretation:
          "Adjoining Owners" - shall mean, with respect to each Mall,
all owners of stores on sites at such Mall or adjacent to such Mall
which are owned or ground leased by such owners, which stores are
operated in conjunction with the Mall pursuant to an Operating
Agreement.
          "Adjoining Properties" - shall mean, with respect to each
Mall, the land and/or the improvements thereon of Adjoining Owners which
are not part of but are operated in conjunction with such Mall under the
terms of one or more Operating Agreements.
          "Adjustment Point" - shall have the meaning set forth in
Article 6.
          "Allocated Price" - shall have the meaning set forth in
Section 12.1.
          "Anchor" - shall mean a Tenant or Adjoining Owner occupying a
store containing more than 50,000 square feet of gross leasable area.
               "Appurtenances" - shall mean, with respect to each Mall
     and the applicable Land, all right, title and interest, if any, of
     Equitable in and to the following:   all land lying in the bed of
     any street, highway, road or avenue, open or proposed, public or
     private, in front of or adjoining the Land, to the center line
     thereof;  all rights of way, highways, public places, easements,
     appendages, appurtenances, sidewalks, alleys, strips and gores of
     land adjoining or appurtenant to the Land which are now or
     hereafter used in connection with the Mall;  all awards to be made
     in lieu of any of the foregoing (other than any condemnation award
     made as a result of the pending condemnation (or agreement in lieu
     thereof) of a portion of the Lindale Mall), or for damages to the
     Land by reason of the change of grade of any street, highway, road
     or avenue; and (d) all easements, rights and privileges benefiting
     the applicable Land, including, without limitation, those under the
     applicable Operating Agreements.
          "Bill of Sale" - shall mean each bill of sale to the Personal
Property to be delivered at the Closing as provided in subsection 7.1.3.
          "Broker" - shall have the meaning set forth in Section 15.1.
          "Business Day" - shall mean any day other than a Saturday, a
Sunday or a day on which national banking institutions located in New
York City are authorized or required to close.
<PAGE> 02         
         "Casualty" - shall mean any damage to or destruction of any
Mall or any portion thereof caused by fire or other casualty, whether or
not insured.
          "Closing" - shall mean the closing of the sale of the Malls by
Equitable to Purchaser provided for in Article 5.
          "Closing Date" - shall have the meaning set forth in Section
5.1.
          "Deed"- shall have the meaning set forth in subsection 7.1.1.
          "Eastland Mall" - shall mean, with respect to the premises
described in Exhibit A-1 hereto, collectively, the Land (or, in the case
of that portion of the Land which is leased by Equitable under a Ground
Lease, Equitable's leasehold interest therein), the Appurtenances, the
Improvements, the Personal Property, the Leases, the Operating
Agreements, the Other Agreements and the Intangible Personal Property.
          "Empire East" - shall mean, with respect to the premises
described in Exhibit A-2 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Empire Mall" - shall mean, with respect to the premises
described in Exhibit A-3 hereto, collectively, the Land (or, in the case
of that portion of the Land what is leased by Equitable under a Ground
Lease, Equitable's leasehold interest therein), the Appurtenances, the
Improvements, the Personal Property, the Leases, the Operating
Agreements, the Other Agreements and the Intangible Personal Property.
          "Equitable's Copy" or "Equitable's Copies" - shall mean
Equitable's executed counterpart of the instrument in question or, if an
executed counterpart is not in Equitable's or the Managing Agent's
possession, such conformed or photostatic copies as may be in
Equitable's, ERE's or the Managing Agent's possession.
          "ERE" - shall mean ERE Yarmouth, a member of the Lend Lease
Group and the name under which Equitable Real Estate Investment
Management, Inc. now conducts business.
          "Excepted Items" - shall mean, with respect to each Mall:  (i)
all items of personal property owned by Tenants, subtenants, independent
contractors, business invitees, utilities or Adjoining Owners; (ii) all
items of personal property used in connection with the Mall which are
not owned but are leased by Equitable, it being understood that at the
Closing such leases are to be assigned by Equitable to Purchaser without
additional consideration to Equitable beyond the Purchase Price; and
<PAGE> 03
(iii) all cash on hand, checks, money orders, accounts receivable
(subject to the provisions of Article 6) and prepaid postage in postage
meters.
          "Exhibits" - shall mean the exhibits attached to this
Agreement, each of which shall be deemed to form part of this Agreement
whether or not so stated in this Agreement.
          "Existing Financing" - shall mean that certain financing with
respect to all of the Malls evidenced by those certain collateralized
fixed and floating rate notes in the aggregate principal sum of
$485,000,000 issued by Equitable, which notes are secured by, inter
alia, those documents and instruments more particularly described on
Exhibit B hereto.
          "Governmental Authorities" - shall mean all agencies, bureaus,
departments and officials of federal, state, county, municipal and local
governments and public authorities having jurisdiction over the
applicable Mall or any part thereof.
          "Granite Run Mall" - shall mean, with respect to the premises
described in Exhibit A-4 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Ground Leases " - shall means those certain ground leases
pursuant to which Equitable leases the land underlying portions of the
Eastland Mall, the Empire Mall and the Southridge Mall, which ground
leases are described in Exhibit C annexed hereto.
          "Impositions" - shall mean, with respect to each Mall, all
real estate and personal property taxes, general and special
assessments, water and sewer charges, license fees and other fees and
charges assessed or imposed by Governmental Authorities upon the
applicable Property, Intangible Personal Property and/or Personal
Property.
          "Improvements" - shall mean, with respect to each Mall, all
buildings, facilities, structures and improvements now located or
hereafter erected on the Land, and all fixtures constituting a part
thereof; provided, however, that in the case of buildings or other
improvements owned by Adjoining Owners and erected on a portion of the
Land leased by Equitable to such Adjoining Owner, "Improvements" shall
mean Equitable's reversionary interest as ground lessor in and to such
buildings and improvements.
          "Income" - shall have the meaning set forth in subsection
3.2.1
<PAGE> 04     
          "Intangible Personal Property" - shall mean, with respect to
each Mall, all right, title and interest of Equitable in and to all
intangible personal property used in connection with the operation of
the Mall and including, without limitation, good will, going concern
value, radius restriction and operating agreements of Tenants and
Anchors, all telephone numbers listed after the name of the Mall, all
names, trade names, designations, logos and service marks, and the
appurtenant good will, used in connection with operation of the Mall
(other than the names or variations thereof of Equitable, the Managing
Agent, Adjoining Owners and Tenants), the right to own, develop, lease
and manage the Malls and all similar items of intangible personal
property owned by Equitable and utilized solely in connection with the
operation of the Mall (excluding items which would be treated as
Excepted Items).
          "knowledge" or "notice" - with respect to Equitable shall
mean, without independent investigation other than inquiry of and review
of Equitable's warranties and representations set forth herein with the
Managing Agent, the actual knowledge of or written notice received by
any of William Horvath, Suman Gera and Douglas Healy.
          "Lake Square Mall" - shall mean, with respect to the premises
described in Exhibit A-5 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Land" - shall mean the following: with respect to Eastland
Mall, all those certain lots, pieces or parcels of land situate, lying
and being in the County of Vanderburgh, State of Indiana, more
particularly described in Exhibit A-1 annexed hereto and made a part
hereof; with respect to Empire East, all those certain lots, pieces or
parcels of land situate, lying and being in the County of Minnehaha,
State of South Dakota, more particularly described in Exhibit A-2
annexed hereto and made a part hereof; with respect to Empire Mall, all
those certain lots, pieces or parcels of land situate, lying and being
in the County of Minnehaha, State of South Dakota, more particularly
described in Exhibit A-3 annexed hereto and made a part hereof; with
respect to Granite Run Mall, all those certain lots, pieces or parcels
of land situate, lying and being in the County of Delaware, State of
Pennsylvania, more particularly described in Exhibit A-4 annexed hereto
and made a part hereof; with respect to Lake Square Mall, all those
certain lots, pieces or parcels of land situate, lying and being in the
County of Lake, State of Florida, more particularly described in Exhibit
<PAGE> 05
A-5 annexed hereto and made a part hereof; with respect to Lindale Mall,
all those certain lots, pieces or parcels of land situate, lying and
being in the County of Linn, State of Iowa, more particularly described
in Exhibit A-6 annexed hereto and made a part hereof; with respect to
Mesa Mall, all those certain lots, pieces or parcels of land situate,
lying and being in the County of Mesa, State of Colorado, more
particularly described in Exhibit A-7 annexed hereto and made a part
hereof; with respect to NorthPark Mall, all those certain lots, pieces
or parcels of land situate, lying and being in the County of Scott,
State of Iowa, more particularly described in Exhibit A-8 annexed hereto
and made a part hereof; with respect to Rushmore Mall, all those certain
lots, pieces or parcels of land situate, lying and being in the County
of Pennington, State of South Dakota, more particularly described in
Exhibit A-9 annexed hereto and made a part hereof; with respect to
Southern Hills Mall, all those certain lots, pieces or parcels of land
situate, lying and being in the County of Woodbury, State of Iowa, more
particularly described in Exhibit A-10 annexed hereto and made a part
hereof; with respect to SouthPark Mall, all those certain lots, pieces
or parcels of land situate, lying and being in the County of Rock
Island, State of Illinois, more particularly described in Exhibit A-11
annexed hereto and made a part hereof; with respect to Southridge Mall,
all those certain lots, pieces or parcels of land situate, lying and
being in the County of Polk, State of Iowa, more particularly described
in Exhibit A-12 annexed hereto and made a part hereof; and with respect
to Valley Mall, all those certain lots, pieces or parcels of land
situate, lying and being in the City of Harrisonburg, State of Virginia,
more particularly described in Exhibit A-13 annexed hereto and made a
part hereof; in each case together with the Appurtenances.
          "Leases" - shall mean, with respect to each Mall, all leases,
licenses, concessions and other forms of agreement, written or oral,
however denominated, wherein Equitable (as a party named therein or the
successor thereto) grants to any party or parties, other than the
Managing Agent, the right of exclusive use or occupancy of any portion
of the Mall, and all renewals, modifications, amendments, guaranties and
other agreements affecting the same, but expressly excluding the
Operating Agreements.
          "Leasing Costs" - shall have the meaning set forth in Section
6.2.
          "Legal Requirements" - shall mean, with respect to each Mall,
all statutes, laws, ordinances, rules, regulations, executive orders and
requirements of all Governmental Authorities which are applicable to
<PAGE> 06
such Mall or any part thereof or the use or manner of use thereof, or to
the owner, Tenants or occupants thereof in connection with such owner
ship, occupancy or use.
          "Letter(s) of Credit" - shall have the meaning set forth in
subsection 3.1.1.
          "Lindale Mall" - shall mean, with respect to the premises
described in Exhibit A-6 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Mall" - shall mean any of Eastland Mall, Empire East, Empire
Mall, Granite Run Mall, Lake Square Mall, Lindale Mall, Mesa Mall,
NorthPark Mall, Rushmore Mall, Southern Hills Mall, SouthPark Mall,
Southridge Mall and Valley Mall, and "Malls" shall mean all of the
foregoing.
          "Management Agreement" - shall mean the agreement for the
management and leasing of the Malls dated as of February 1, 1994 between
Seller and the Managing Agent, as heretofore amended.
          "Managing Agent" - shall mean General Growth Management Inc.
          "Mesa Mall" - shall mean, with respect to the premises
described in Exhibit A-7 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Mortgage" - shall mean that certain Mortgage, Deed of Trust,
Security Agreement, Assignment of Leases and Rents, Fixture Filing and
Financing Statement dated and effective as of May 29, 1996 among
Equitable, as Mortgagor, W. Allen Ames, Jr., as Deed Trustee (solely
with respect to Valley Mall), Mesa County Public Trustee, as Deed
Trustee (solely with respect with Mesa Mall) and State Street Bank and
Trust Company, as Trustee, which encumbers each of the Malls, and
related agreements and instruments which evidence or secure the Existing
Financing, the documents comprising which are listed in Exhibit B.
          "NorthPark Mall" - shall mean, with respect to the premises
described in Exhibit A-8 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Operating Agreement" - shall mean, with respect to each Mall,
each reciprocal easement and operating agreement or ground lease, as
amended, by and between Equitable or its predecessor in title to the
<PAGE> 07
Mall and an Adjoining Owner, the documents comprising which are listed
in Exhibit D.
          "Other Agreements" - shall mean, with respect to each Mall,
all contracts, agreements and documents pertaining to the Mall to which
Equitable or its predecessor in interest is a party and by which
Equitable is bound, other than the Ground Leases, the Operating
Agreements, the Management Agreement, the Mortgage and the Leases, and
including without limitation, all service contracts, construction
contracts, leases of personal property and utility agreements, the
documents comprising which are listed in Exhibit E.
          "Permitted Encumbrances" - shall have the meaning set forth in
Section 4.1.
          "Personal Property" - shall mean, with respect to each Mall,
all apparatus, machinery, devices, appurtenances, equipment, furniture,
furnishings, promotional and marketing fund accounts and other items of
personal property (other than Intangible Personal Property and the
Excepted Items) owned by Equitable and located at and used in connection
with the ownership, operation or maintenance of the Mall.
          "Property" - shall mean, with respect to each Mall, the Land,
the Appurtenances and the Improvements.
          "Purchase Price" - shall have the meaning set forth in Section
3.1.
          "Rating Agencies - shall mean Moody's Investors Service, Inc.
and Fitch Investors Service, L.P.
          "Rating Agency Approval" - shall mean the approval, pursuant
to Section 19.1 of the Mortgage, by each of the Rating Agencies of the
conveyance of the Malls to Purchaser subject to, and the assumption by
Purchaser of, the Existing Financing.
          "Recording Office" - shall mean, with respect to each Mall,
the appropriate office or offices in the state in which the Mall is
located for the recording or filing of the documents to be delivered at
Closing which are to be recorded or filed therein.
          "Rents" - shall mean all fixed, minimum, additional,
percentage, overage and escalation rents, common area and/or mall mainte
nance charges, advertising and promotional charges, insurance charges,
rubbish removal charges, sprinkler charges, shoppers aid charges, water
charges, utility charges, HVAC charges and other amounts payable under
the Leases or the Operating Agreements.
<PAGE> 08    
          "Required Consents" shall have the meaning specified in
subsection 8.3.3.
          "Rushmore Mall" - shall mean, with respect to the premises
described in Exhibit A-9 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Southern Hills Mall" - shall mean, with respect to the
premises described in Exhibit A-10 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "SouthPark Mall" - shall mean, with respect to the premises
described in Exhibit A-11 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Southridge Mall" - shall mean, with respect to the premises
described in Exhibit A-12 hereto, collectively, the Land (or, in the
case of this portion of the Land which is leased by Equitable under a
Ground Lease, Equitable's leasehold interest therein), the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Substantial Casualty" - shall mean a Casualty with respect to
which the cost to repair or restore the affected Improvements
substantially to their condition prior to such Casualty exceeds
$2,000,000.
          "Substantial Taking" - shall mean a Taking which shall have a
material adverse effect on the value of the Malls taken as a whole.
          "Taking" shall mean a taking of all or any portion of the Land
and/or improvements in condemnation or by exercise of the power of
eminent domain or by an agreement in lieu thereof.
          "Tenants" - shall mean the tenants, licensees, concessionaires
or other users or occupants under Leases.
          "Title Company" shall mean Commonwealth Land Title Insurance
Company,   Interstate Title Services, as agent.
<PAGE> 09          
          "Valley Mall" - shall mean, with respect to the premises
described in Exhibit A-13 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Violations" - shall mean, with respect to each Mall,
violations of Legal Requirements existing with respect to the Mall.
    2.   Agreement to Sell and Purchase.  Upon and subject to the terms
and conditions of this Agreement, Equitable agrees to sell and convey
the Malls to Purchaser and Purchaser agrees to purchase the Malls from
Equitable.
    3.   Purchase Price; Existing Financing.
      3.1  Purchase Price.  The aggregate purchase price (the "Purchase
Price") for the Malls is Nine Hundred Seventy-Four Million Five Hundred
Thousand and No/100 Dollars ($974,500,000), and shall be payable as
follows:
         3.1.1     Twenty-Five Million and No/100 Dollars ($25,000,000)
(the "Deposit") shall be paid by Purchaser to Escrow Agent
simultaneously herewith, by wire transfer of immediately available
federal funds to an account designated by Escrow Agent or by Purchaser's
delivering to Equitable one or more clean, irrevocable letters of credit
with Equitable as the beneficiary, the form of each of which is
reasonably acceptable to Equitable (the "Letter(s) of Credit").  If
Letter(s) of Credit are delivered by Purchaser to Equitable:  (i) if the
Closing occurs the Letter(s) of Credit shall be redelivered by Equitable
to Purchaser and the "Remaining Balance" (as defined in subsection
3.1.2) shall in such case be increased by the amount of the Letter(s) of
Credit; and (ii) if Equitable shall be holding any Letter of Credit
thirty (30) days prior to the expiration date thereof and Purchaser
shall not theretofore have delivered to Equitable an endorsement to such
Letter of Credit signed by the issuer thereof extending such expiration
date for a minimum of thirty (30) days or a replacement Letter of Credit
bearing an expiration date at least thirty (30) days following the
expiration date of the original Letter of Credit, Equitable shall have
the right to draw the full amount of such Letter of Credit and, unless
Equitable is then entitled to retain the proceeds of such Letter of
Credit pursuant to the terms of this Agreement, such proceeds shall be
paid to Escrow Agent (as hereinafter defined) to be held and disposed of
in accordance with Section 3.2.
<PAGE> 10
         3.1.2   The balance of the Purchase Price, plus or minus
adjustments and credits provided for in Article 6 and any other
applicable provisions of this Agreement (the "Remaining Balance") shall
be paid as follows:  (i) that portion of the Remaining Balance which
equals the outstanding principal balance of the Existing Financing on
the Closing Date shall be paid by Purchaser's accepting title to the
Malls subject to and assuming the Existing Financing; and (ii) the
balance of the Remaining Balance shall be paid in cash at the Closing,
by wire transfer of immediately available federal funds to an account
designated by Equitable.
       3.2   Escrow Provisions.
          3.2.1      If the Deposit is paid in cash, the Title Company
(referred to in this Section and sometimes in other sections hereof as
"Escrow Agent") shall hold the Deposit in escrow in an interest-bearing
bank account in an institution acceptable to Equitable and Purchaser, or
in such other type or types of investments as may be agreed to in
writing by Equitable and Purchaser, until the Closing or such other time
as is specified herein, and shall pay over or apply the Deposit in
accordance with the terms of this Section 3.2.  All interest or other
income earned on the Deposit (the "Income") shall be paid to or applied
for the benefit of Purchaser unless the Deposit is to be paid to
Equitable as provided in Section 16.1, in which case the Income shall be
paid to Equitable.  The party that receives the Income or the benefit
thereof shall be responsible for paying any income taxes thereon.  The
tax identification numbers of the parties hereto shall be furnished to
Escrow Agent upon request.
           3.2.2   If the Closing occurs, the Deposit shall be paid to
Equitable and credited against the Purchase Price and the Income shall
be paid to or at the direction of Purchaser.  If this Agreement is
terminated pursuant to Section 16.1, the Deposit and the Income shall be
paid to Equitable as liquidated and agreed upon damages for Purchaser's
default.  If the Closing does not occur for any reason other than
termination of this Agreement pursuant to Section 16.1, then, subject to
the provisions of Section 16.2, the Deposit and the Income shall be paid
to Purchaser.
           3.2.3     Escrow Agent shall not be required to make any
disposition of the Deposit or the Income unless (i) Escrow Agent is
directed to do so in writing by Equitable and Purchaser or (ii) Escrow
Agent is directed to do so in writing by the party which claims to be
entitled to receive the Deposit and the Income and the other party does
<PAGE> 11
not object to such disposition within ten (10) days after written notice
of such direction is given by Escrow Agent to the other party or (iii)
Escrow Agent is directed to do so by a final order or judgment of a
court as hereinafter provided.  The notice given by Escrow Agent
pursuant to clause (ii) above shall state in capital letters that
failure of the addressee to object to the disposition of the Deposit and
the Income described in such notice within ten (10) days after the
giving thereof shall constitute a waiver of the addressee's right to
contest or object to such disposition.  In the event that any dispute
shall arise with respect to the entitlement of either party to the
Deposit or the Income, Escrow Agent shall continue to hold the Deposit
and the Income until otherwise directed by written instruction from
Equitable and Purchaser or a final order or judgment of a court of
competent jurisdiction entered in an action or proceeding to which
Escrow Agent is a party.  In addition, in the event of any such dispute,
Escrow Agent shall have the right at any time to commence an action in
interpleader and to deposit the Deposit and/or the Income with the clerk
of a court of appropriate jurisdiction in the State of New York.  Upon
the commencement of such action and the making of such deposit, Escrow
Agent shall be released and discharged from and of all further
obligations and responsibilities hereunder.  For the purposes of this
subsection 3.2.3, no dispute shall be deemed to exist as to entitlement
of either party to the Deposit and the Income if the party receiving
notice from Escrow Agent pursuant to clause (ii) of this subsection
3.2.3 objects to the disposition of the Deposit and the Income provided
for in such notice more than ten (10) days after the giving of such
notice by Escrow Agent.
         3.2.4   The parties hereto acknowledge that Escrow Agent is
acting solely as a stakeholder at their request and for their
convenience, that with respect to the Deposit and the Income Escrow
Agent shall not be deemed to be the agent of any of the parties hereto
and that Escrow Agent shall not be liable to either of the parties
hereto for any act or omission on its part unless taken or suffered in
bad faith, in willful disregard of this Agreement or involving gross
negligence on the part of Escrow Agent.  Escrow Agent may act upon any
instrument or other writing and upon signatures believed by it to be
genuine, without any duty of independent verification.  Escrow Agent
shall not be bound by any modification of this Agreement unless the same
is in writing and signed by the parties hereto and a counterpart thereof
is delivered to Escrow Agent and, if Escrow Agent's duties, rights or
liabilities hereunder are affected, unless Escrow Agent shall have given
its prior consent thereto in writing.  Escrow Agent shall not be
<PAGE> 12
required or obligated to determine any questions of law or fact.  The
parties hereto shall jointly and severally indemnify and hold harmless
Escrow Agent from and against all costs, claims and expenses, including
reasonable attorneys' fees and litigation costs, incurred by Escrow
Agent in connection with the performance of its duties under this
Section 3.2 (including, without limitation, in an interpleader action or
other litigation regarding the disposition of the Deposit and the
Income), except with respect to acts or omissions taken or suffered by
Escrow Agent in bad faith, in willful disregard of this Agreement or
involving gross negligence on the part of Escrow Agent.
      3.2.5      Escrow Agent shall have no liability for the selection
of any particular account or investment made by the parties hereto, for
fluctuations in the value of said account or investment, for the amount
of interest or other income earned on said account or investment or for
any loss incurred in connection therewith.
         3.2.6    Escrow Agent has acknowledged its agreement to the
provisions of this Section 3.2 by signing this Agreement, and Escrow
Agent has executed this Agreement solely for such purpose.
          3.2.7   References in succeeding provisions of this
Agreement to the Deposit shall be deemed to be references both to the
Deposit and the Income.
      3.3   Existing Financing.
             3.3.1  As provided in Sections 10.5 and 11.6, it shall be a
condition precedent to Equitable's and Purchaser's respective
obligations to close title hereunder that the Rating Agency Approval
shall have been obtained, it being agreed, however, that Purchaser may
elect, in its sole discretion, to satisfy this condition by repaying in
full the Existing Financing, including any prepayment penalty or premium
required to be paid in connection with such repayment and, if Purchaser
does so, the amount of the Purchase Price payable by Purchaser to
Equitable at Closing shall be the amount provided for in Section 3.1 as
if Purchaser had taken title to the Malls subject to the Existing
Financing.  Purchaser and Seller each shall, in a timely manner, provide
such information, execute and deliver such documents and take such other
actions as are required in order that the Rating Agencies may determine
whether Purchaser is qualified under the Mortgage to take title to the
Malls subject to the Existing Financing.  If the Rating Agencies
determine that Purchaser is so qualified, Purchaser shall, at (or, if
appropriate, prior to) the Closing, execute and deliver such additional
documents, and take such other actions, as shall be required under the
<PAGE> 13
Mortgage in connection with Purchaser's assumption of the Existing
Financing.  Without limiting the generality of the foregoing, if
required by the Rating Agencies, Purchaser shall submit copies of its
organizational documents and shall make such modifications thereto as
shall be required by the Rating Agencies, deliver a substantive
nonconsolidation opinion from Purchaser's counsel and such other legal
opinions of Purchaser's counsel as may be required by the Rating
Agencies, and execute and deliver an assumption of the Mortgage and the
other loan documents in the form required thereunder.
            3.3.2   If prior to the Closing Purchaser desires to
communicate or meet with the Trustee for the Existing Financing or the
Rating Agencies with respect to the Existing Financing or Purchaser's
ability to qualify as a party entitled to take title to the Malls
subject thereto, Purchaser shall so advise Equitable and afford
Equitable the right to participate in each meeting or communication.
            3.3.3   The terms and conditions of the Existing Financing
require that Equitable complete certain maintenance, repair and
replacement work at the Malls.  To the extent that such work has not
heretofore been completed by Equitable, Purchaser shall be solely
responsible for the performance of, and payment for, such work following
Closing.
    4.    Permitted Encumbrances.
        4.1    Definitions.  At the Closing title to the Malls shall be
subject only to the following matters ("Permitted Encumbrances"):
        4.1.1    the matters set forth in Exhibit F annexed hereto and
made a part hereof;
        4.1.2    liens for Impositions which are not due and payable as
of the Closing Date or which are apportioned in accordance with Article
6;
        4.1.3    liens for Impositions which are paid directly by
Tenants in occupancy on the Closing Date or by Adjoining Owners to the
entity imposing same;
        4.1.4    the state of facts shown on the surveys described in
Exhibit G annexed hereto and made a part hereof, which surveys, to the
extent not already so updated, shall be updated by surveys dated no
earlier than October 23, 1997, which are certified to Purchaser and the
Title Company and are accompanied by an affidavit by Equitable, in the
form required by the Title Company, that, except in the case of
Southridge Mall and any other Mall where material exterior construction
<PAGE> 14
is now in progress, there have been no exterior physical changes at the
Malls since the date of such updated surveys; and any state of facts a
physical inspection of the Malls would show;
       4.1.5     zoning, subdivision, environmental, building and all
other Legal Requirements applicable to the ownership, use or development
of or the right to maintain or operate the Malls, or have space therein
used and occupied by Tenants or Adjoining Owners, presently existing or
enacted prior to the Closing;
       4.1.6    all Leases in effect on the date of this Agreement, any
extensions or renewals of Leases pursuant to options contained therein
which do not require the consent of Equitable thereunder, and any
extensions, renewals or amendments of Leases or additional or
substituted Leases made between the date hereof and the Closing Date in
accordance with the provisions of Article 13;
               4.1.7  mechanics liens, lis pendens and notices of
commencement arising from work or other obligations, the payment for
which is the responsibility of any Tenant in occupancy on the Closing
Date under a Lease then in effect and in good standing or any Adjoining
Owner and not Equitable, it being agreed that a Lease shall be deemed in
"good standing" if on the Closing Date the Tenant thereunder is not more
than sixty (60) days delinquent in the payment of minimum rent due under
its Lease and is not at that time the subject of any petition for relief
under the Bankruptcy Code;
               4.1.8  the Mortgage and the applicable loan documents
relating thereto;
               4.1.9  the applicable Operating Agreements;
               4.1.10  the applicable Other Agreements; and
               4.1.11  all other matters affecting title to the Malls
which are hereafter accepted or required to be accepted or are waived by
Purchaser as provided in Article 14.
    5.   The Closing.
        5.1 Closing Date.  The closing of the transactions provided for
in this Agreement (the "Closing") shall be held at 10:00 A.M. on
February 2, 1998 (as the same may be adjourned or advanced pursuant to
the terms of this Agreement, the "Closing Date"), at the offices of
Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the Americas,
New York, New York  10019.  Time shall be of the essence with respect to
the Closing Date, provided that (i) Equitable shall have the right to
<PAGE> 15
adjourn the Closing Date one or more times for a combined aggregate of
not more than sixty (60) days, which shall run concurrently with any
adjournment effected by Purchaser pursuant to clause (ii) below, to cure
exceptions to title, obtain the Required Consents, enable the parties to
obtain the Rating Agency Approval, obtain estoppel certificates or
satisfy other closing conditions; and (ii) Purchaser shall have the
right to adjourn the Closing Date one or more times for an aggregate of
not more than sixty (60) days, which shall run concurrently with any
adjournment effected by Equitable pursuant to clause (i) above, to
enable the parties to obtain the Rating Agency Approval or to allow
additional time for Equitable to satisfy its closing conditions.
    5.2     Actions at Closing.  At the Closing, the parties shall
deliver and accept the documents and instruments and take all other
action required of them pursuant to this Agreement.
    6. Apportionments.  At the Closing (except where a later date is
specifically provided for in this Article), the items set forth below
shall be adjusted as of 11:59 P.M. on the day preceding the Closing Date
(the "Adjustment Point"); provided, however, that if the Closing occurs
on February 2, 1998, the Adjustment Point shall be 11:59 PM on January
31, 1998 and at the Closing, Purchaser shall pay to Seller an amount
equal to interest on the cash portion of the Purchase Price at the rate
of 10% per annum for one day.
      6.1  Rents.  Rents as and when collected.  Any Rents collected by
or on behalf of Purchaser (which, for purposes of this Section 6.1,
shall include Rents collected by any property manager or other agent
acting for Purchaser) subsequent to the Closing (whether due and payable
prior to or subsequent to the Adjustment Point) shall be adjusted as of
the Adjustment Point, and any portion thereof properly allocable to
periods prior to the Adjustment Point, net of costs of collection
properly allocable thereto, if any, shall be paid by Purchaser to
Equitable promptly after the collection thereof by or on behalf of
Purchaser, but subject to the further provisions of this Section 6.1 in
the case of Rents due prior to the Adjustment Point.  If prior to the
Closing Equitable shall have collected, or if subsequent to the Closing
Equitable shall collect, any Rents (which, for the purposes of this
Section 6.1, shall include Rents collected by the Managing Agent or
other agent acting for Equitable) which are properly allocable in whole
or in part to periods subsequent to the Adjustment Point, the portion
thereof so allocable to periods subsequent to the Adjustment Point, net
of costs of collection properly allocable thereto, if any, shall be
<PAGE> 16
credited to Purchaser by Equitable at the Closing or, if collected after
the Closing, shall be promptly remitted by Equitable to Purchaser.  As
used in this Section 6.1 the term "costs of collection" shall mean and
include reasonable attorneys' fees and other costs incurred by or on
behalf of Purchaser or Equitable in collecting any Rents, but shall not
include the regular fees payable to any property manager for the Malls,
the payroll costs of any of Equitable's or Purchaser's employees or any
other internal costs or overhead of Equitable or Purchaser.
        6.1.1    Equitable shall deliver to Purchaser at Closing a list
of all Tenants and Adjoining Owners at each Mall that are delinquent in
payment of Rents as of the Adjustment Point, which list shall set forth
the amount of each such delinquency, the period to which each such
delinquency relates and the nature of the amount due, itemizing
separately fixed monthly rent, tax reimbursements, common area
maintenance, electric charges, charges for tenant services, charges for
overtime services, percentage rent and other charges, if any.  The first
amounts collected by or on behalf of Purchaser from each delinquent
Tenant or Adjoining Owner, net of costs of collection, if any, shall be
deemed to be in payment of Rents (or the specific components of Rents)
for the month in which the Closing occurs, next in payment of Rents (or
the specific components of Rents) then due on account of any month after
the month in which the Closing occurs and finally in payment of
delinquent Rents (or the specific components of Rents) which are in
arrears as of the first day of the month in which the Closing occurs, as
set forth on such list; provided, however, that if at the Closing Date
any Tenant or Adjoining Owner is more than thirty (30) days in arrears
in payment of Rents (or any component of Rents), the first amounts
collected by or on behalf of Purchaser from each such Tenant or
Adjoining Owner on account of the Rents (or the specific component of
Rents) as to which it is so delinquent, net of costs of collection, if
any, shall be deemed in payment of such Rents (or such specific
component of Rents) then due on account of any month after the month in
which the Closing occurs, next in payment of such Rents (or such
specific component of Rents) for the month in which the Closing occurs
and finally in payment of such Rents (or such specific component of
Rents) which are in arrears as of the first day of the month in which
the Closing occurs, as set forth on such list.  Any amounts collected by
or on behalf of Purchaser from each delinquent Tenant or Adjoining Owner
which, in accordance with the preceding sentence, are allocable to the
month in which the Closing occurs (as adjusted as of the Adjustment
<PAGE> 17
Point) or any prior month, net of costs of collection properly allocable
thereto, if any, shall be paid promptly by Purchaser to Equitable.
        6.1.2    Purchaser shall exert reasonable efforts for a period
of one (1) year after the Closing to bill and collect any delinquencies
set forth on the list delivered by Equitable pursuant to subsection
6.1.1 and the amount thereof, as, when and to the extent collected by or
on behalf of Purchaser shall, if due to Equitable pursuant to the
provisions of subsection 6.1.1, be paid by Purchaser to Equitable, net
of costs of collection, if any, properly allocable thereto, promptly
after the collection thereof by Purchaser.  In no event shall Purchaser
be obligated to institute any actions or proceedings or to seek the
eviction of any Tenant or Adjoining Owner in order to collect any such
delinquencies.
         6.1.3   Following the Closing, Purchaser shall submit or cause
to be submitted to Equitable, within 30 days after the end of each
calendar quarter up to and including the calendar quarter ending on
March 31, 1999, but only so long as any delinquencies shall be owed to
Equitable, a statement which sets forth all collections made by or on
behalf of Purchaser from the Tenants and Adjoining Owners which owe such
delinquencies through the end of such calendar quarter.  Equitable shall
have the right from time to time following the Closing until 90 days
after receipt by Equitable of the last quarterly statement required
hereunder, at Equitable's expense during business hours and on
reasonable prior notice to Purchaser, to examine and audit so much of
the books and records of Purchaser as relate to such delinquencies in
order to verify the collections reported by Purchaser in such quarterly
statements.
         6.1.4   Nothing contained in this Section 6.1 shall be deemed
to prohibit Equitable, at its own expense, from instituting any actions
or proceedings in its own name against any Tenant or Adjoining Owner
after the Closing in order to collect the amount of any delinquencies
due in whole or in part to Equitable from such Tenant or Adjoining
Owner; provided, however, that in no event shall Equitable be entitled
in any such action or proceeding to seek to evict any Tenant or
Adjoining Owner or to recover possession of its space.  If requested by
Equitable, Purchaser shall join in any such action or proceeding, or
permit the same to be bought in Purchaser's name or in the names of
Equitable and Purchaser, all at Equitable's sole cost and expense.
Purchaser shall not waive or settle any delinquency owed in whole or in
part to Equitable without the prior written consent of Equitable.
<PAGE> 18       
         6.1.5     With respect to that portion of the Rents which
constitute percentage or overage rents, or other amounts payable by
Tenants or Adjoining Owners based upon sales, receipts or income of such
entities, the following shall apply:  (i) at the Closing and/or, in the
case of percentage or overage rents which are in arrears or are payable
in other than monthly installments, subsequent to the Closing,
percentage or overage rents shall be apportioned as provided in the
other subsections of this Section 6.1 in the case of Rents generally;
and (ii) following the end of the fiscal year on account of which such
percentage or overage rents are payable by each Tenant or Adjoining
Owner and receipt by Purchaser of any final payment on account thereof
due from such Tenant or Adjoining Owner, Purchaser shall pay to
Equitable, net of costs of collection, if any, the excess, if any, of
(a) the amount of percentage or overage rents paid by such Tenant or
Adjoining Owner on account of such entire fiscal year multiplied by a
fraction, the numerator of which is the number of months (including any
fraction of a month expressed as a fraction) of such fiscal year which
occurred prior to the Adjustment Point and the denominator of which is
12 or such lesser number of months (including any fraction of a month
expressed as a fraction) as may have elapsed in such fiscal year prior
to the expiration of the Lease or Operating Agreement in question over
(b) all amounts theretofore received by Equitable on account of the
percentage or overage rents in question for such fiscal year.  If in any
case the amount provided for in (b) above exceeds the amount provided
for in (a) above, Equitable shall pay the amount of such excess to
Purchaser upon demand.  Upon request of Purchaser, Equitable shall
advise Purchaser of the amount of percentage or overage rents collected
by Equitable from each Tenant or Adjoining Owner prior to the Closing
Date.  If on the Closing Date Equitable shall be conducting any audits
of payments of percentage or overage rents previously made by Tenants or
Adjoining Owners for fiscal years prior to the ones in effect on the
Closing Date, Equitable shall have the right to continue all such audits
until completion thereof and to collect and retain any amounts payable
by reason thereof.  In addition, Equitable shall have the right to
initiate such audits subsequent to the Closing in respect of any fiscal
years prior to the ones in effect on the Closing Date, and in respect of
the fiscal year in which the Closing Date occurs if more than eight
months shall have elapsed in such fiscal year as of the Closing Date.
Equitable shall provide Purchaser with copies of the results of such
audits promptly after the completion thereof.
<PAGE> 19       
       6.1.6    With respect to that portion of Rents which are payable
on an annual, semi-annual or other non-monthly basis, Purchaser shall
use its reasonable efforts to bill and collect or cause to be billed and
collected all such payments which become due after the Closing, which
payments, to the extent allocable to periods prior to the Adjustment
Point, shall be paid by Purchaser to Equitable promptly after receipt
thereof, net of costs of collection, if any, properly allocable thereto.
With respect to that portion of Rents which are billed on an estimated
basis during the fiscal or other period for which paid, at the end of
such fiscal or other period Purchaser shall determine or cause to be
determined whether the items in question have been overbilled or under
billed in accordance with provisions of the applicable Leases and the
method of billing previously followed by Equitable.  If Purchaser
determines or causes to be determined that there has been an overbilling
and an overbilled amount has been received, Purchaser shall reimburse or
cause to be reimbursed such amount to the Tenants and/or Adjoining
Owners which paid the excess amount and Equitable shall pay to Purchaser
the portion of such reimbursement which is properly allocable to the
period prior to the Adjustment Point.  If Purchaser determines that
there has been an underbilling, the additional amount shall be billed or
caused to be billed by Purchaser to the Tenants and Adjoining Owners, as
applicable, and any amount received by Purchaser, net of costs of
collection, if any, to the extent properly allocable to periods prior to
the Adjustment Point shall promptly be paid by Purchaser to Equitable.
Purchaser's determination of any amounts underbilled or overbilled shall
in each case be subject to Equitable's approval.  In connection with any
annual true-up of estimated common area maintenance or other charges
paid during the course of any fiscal year, Equitable shall have the
right to furnish to Purchaser schedules and other information to be
utilized in calculating amounts due in connection with such true-up for
the portion of the fiscal year elapsed prior to the Closing Date
(and/or, if applicable, the prior fiscal year), and Purchaser agrees to
calculate amounts due on the basis of the schedules and information
furnished by Equitable.
         6.1.7   Notwithstanding anything to the contrary set forth in
this Section 6.1, Equitable shall be entitled to receive, and Purchaser
shall pay to Equitable promptly after receipt thereof, net of costs of
collection, if any, properly allocable thereto, (i) subject to the
provisions of subsection 6.4.1, all amounts payable by Tenants and
Adjoining Owners on account of Impositions which, pursuant to the terms
of subsection 6.4.1, it is Equitable's obligation to pay and discharge,
<PAGE> 20
which amounts shall be apportioned between Equitable and Purchaser in
the same manner as the Impositions to which they relate, and (ii) all
amounts payable by Tenants and Adjoining Owners on account of utilities
which, pursuant to the terms of subsections 6.4.2 and 6.4.3, it is
Equitable's obligation to pay and discharge, which amounts shall be
apportioned between Equitable and Purchaser in the same manner as the
utilities to which they relate.
        6.1.8    Any advance rental deposits or payments held by
Equitable on the Closing Date and applicable to periods of time
subsequent to the Adjustment Point, and any security deposits held by
Equitable on the Closing Date, together with interest thereon, if any,
which, under the terms of the applicable Leases, is payable to the
Tenants thereunder, shall be paid to Purchaser at the Closing.
       6.1.9     Each of Equitable and Purchaser shall be responsible
for paying any sales tax on the Rent paid to it.
       6.2  Leasing Costs.  Equitable shall pay and indemnify Purchaser
in respect of all leasing commissions, costs of tenant alterations and
improvements performed or to be performed for Tenants at the expense of
the landlord thereof (or allowances payable by the landlord in lieu
thereof), moving and other allowances, if any, and fees and
disbursements of architects, engineers and attorneys (collectively
"Leasing Costs") in respect of (i) all Leases executed by or on behalf
of all parties thereto on or before December 15, 1997, (ii) any renewal
of any Lease resulting from the exercise by the Tenant of an option or
from an agreement executed by or on behalf of all parties thereto on or
before December 15, 1997 and (iii) any increase of the space demised by
any Lease resulting from the exercise of an option by the Tenant or from
an agreement executed by all of the parties thereto on or before
December 15, 1997.  Purchaser shall assume and pay and indemnify
Equitable in respect of all Leasing Costs payable in respect of Leases,
renewals, expansions and amendments of the nature described in clauses
(i), (ii) and (iii) above which are executed by all parties thereto or
the options for which are exercised after December 15, 1997 (including,
without limitation, any leasing commissions which may become payable to
the Managing Agent with respect to Leases executed after the Closing
Date with Tenants with whom the Managing Agent had been negotiating
prior to the Closing Date, which commissions shall be payable by
Purchaser to the Managing Agent pursuant to the terms of the Management
Agreement).  If any Leasing Costs shall be paid by Equitable prior to
<PAGE> 21
the Closing, which, in accordance with this Section 6.2, it is
Purchaser's obligation to pay, Purchaser shall reimburse Equitable for
the documented amount thereof at the Closing.
     6.3    Ancillary Income. Ancillary income received by Equitable in
connection with the licensing of the name of the Malls, the furnishing
of utilities from the Mall to third parties and the like shall be
adjusted as of the Adjustment Point between Equitable and Purchaser.
    6.4     Additional Items.  At the Closing, the following additional
items shall be apportioned between Equitable and Purchaser as of the
Adjustment Point for each Mall:
       6.4.1     Impositions payable by Equitable in respect of each
Mall shall be adjusted on the basis of the fiscal year for which the
same are imposed, whether or not yet due and payable as of the Closing
Date.  If an Imposition is not due and payable until after the Closing
Date and the assessed valuation or the tax rate or any other factor upon
which the amount of the Imposition will be based has not been fixed at
the Closing Date, then the parties shall at the Closing apportion such
Imposition based on the most recently available assessed valuation and
tax rate, and shall make a final adjustment of such item within 30 days
following the date on which the actual assessed valuation and tax rate
or any other factor applicable to such Imposition becomes known.
Notwithstanding the foregoing, in the case of real estate taxes which
are payable in arrears, at the Closing, Purchaser shall pay to Equitable
one-half of the estimated aggregate amount of such real estate taxes
which will be payable after the Closing Date, which are properly
allocable to any period prior to the Adjustment Point and which are
otherwise credited to Purchaser at Closing, such payment being the
estimated aggregate amount of payments to be (and not previously) made
by Tenants and Adjoining Owners in reimbursement of such taxes, which
payments, when made, and notwithstanding the provisions of subsection
6.1.7, shall be retained by Purchaser.  Such estimates shall be subject
to readjustment at such time as the actual amounts of the real estate
taxes and reimbursement payments have been determined.  In the case of
special assessments payable in installments, the installment for the
fiscal year in which the Adjustment Point occurs shall be apportioned by
Equitable and Purchaser as provided above and Purchaser shall be
responsible for paying all subsequent installments thereof.  If any
Tenant in occupancy at the Closing Date or Adjoining Owner is obligated
to pay any Impositions directly to the applicable taxing authority, such
Impositions shall not be apportioned.
<PAGE> 22        
           6.4.2   Water and sewer charges, if any, payable by Equitable
on the basis of the period or periods for which the same are payable.
If there are water meters at any Mall, Equitable shall furnish readings
to a date not more than thirty (30) days prior to the Closing Date, and
the unfixed meter charges and the unfixed sewer charges, if any, based
thereon for the intervening time shall be apportioned on the basis of
such last readings.  Any water and sewer charges payable by Tenants in
occupancy on the Closing Date or Adjoining Owners directly to the entity
or entities furnishing such services shall not be apportioned.
       6.4.3     Utilities and fuel payable by Equitable, including
without limitation electricity and gas. Equitable shall endeavor to have
the meters for such utilities read the day on which the Adjustment Point
occurs and will pay the bills rendered to it on the basis of such
readings.  If Equitable does not obtain such a meter reading with
respect to any such utility, the adjustment therefor shall be made on
the basis of the most recently issued bills therefor which are based on
meter readings not earlier than thirty (30) days prior to the Adjustment
Point.  Equitable will receive a credit in an amount equal to any cash
security deposits held by any utility companies (with interest thereon,
if any, in the amount equal to the amount accrued on such security
deposits), and shall assign to Purchaser at the Closing all of
Equitable's right, title and interest in and to such security deposits.
Purchaser will make its own arrangements for any surety bonds required
by any utility companies within 10 Business Days following the Closing
Date, and Equitable will thereafter cancel any bonds previously
furnished.  If fuel oil, propane or other fuel is used at any Mall,
Equitable shall deliver to Purchaser at the Closing statements of the
suppliers of such fuel dated within three days of the Adjustment Point
setting forth the quantity of fuel on hand and the cost paid by
Equitable therefor, and Purchaser shall pay to Equitable at the Closing
the cost of such fuel (including taxes thereon, if any) as shown on such
statements.  Charges for any utilities payable by Tenants in occupancy
on the Closing Date and Adjoining Owners directly to the utility
companies furnishing the same shall not be apportioned.
    6.4.4    Charges payable by Equitable under the Other Agreements.
    6.4.5    Contributions payable by Equitable to merchants' and
other associations, and to promotional and marketing funds and
activities at the Malls, it being understood that Equitable shall be
required to fund any share of pre-Closing marketing and promotion costs.
<PAGE> 23         
   6.4.6  If on the Closing Date, there are pending any tax
certiorari proceedings and/or protests of real estate tax assessments of
any Mall in respect of the real estate taxes payable for the then-
current tax fiscal year, then (i) Equitable shall have the right to
continue the prosecution of such proceedings or protests and collect any
refunds payable in respect thereof if on the Closing Date more than half
of such fiscal year shall have elapsed, and (ii) Purchaser shall have
the right to take over the prosecution of such proceedings or protests
and collect any refunds payable in respect thereof if on the Closing
Date half of such fiscal year or less shall have elapsed; provided,
however, that no such settlement shall be made without the prior written
approval of the other party hereto, such approval not to be unreasonably
withheld or delayed.  Equitable shall have the right to continue to
prosecute any such proceedings or protests with respect to any prior
periods without the participation or approval of Purchaser, and
Purchaser shall have the right to prosecute any such proceedings or
protests for any subsequent periods without the participation or
approval of Equitable.  Within 30 days after receipt by Equitable of a
refund for the fiscal year in which the Closing occurs or any prior
period, Equitable shall submit to Purchaser a schedule showing the
amount of such refund, net of the costs and expenses of obtaining the
same, which is payable to each Tenant then in possession at such Mall
and each Adjoining Owner, and shall remit to Purchaser the aggregate of
all amounts so payable.  From time to time after the Closing Purchaser
shall, upon request, advise Equitable of the names of any Tenants which
are in occupancy at the Closing but cease to be in occupancy thereafter.
Purchaser shall promptly pay any amounts so received from Equitable to
the Tenants in possession and Adjoining Owners pursuant to and in
accordance with the schedule submitted to it by Equitable and shall
indemnify and hold Equitable harmless from and against all claims,
demands, liabilities and expenses (including, without limitation,
reasonable attorneys' fees and disbursements) asserted against, imposed
on or incurred by Equitable by reason of Purchaser's failure to make any
such payment to a Tenant in possession or an Adjoining Owner.  Equitable
shall indemnify and hold Purchaser harmless from and against all claims,
demands, liabilities and expenses (including, without limitation,
reasonable attorneys' fees) asserted against, imposed on or incurred by
Purchaser by reason of (i) any claim by a Tenant no longer in possession
at the applicable Mall that it is entitled to a portion of any such
refund and (ii) any claim by a Tenant in possession or Adjoining Owner
at the applicable Mall that it is entitled to more than the amount paid
<PAGE> 24
to it by Purchaser in accordance with the schedule furnished by
Equitable to Purchaser.  The amount of any refund obtained by Equitable
or Purchaser in respect of the fiscal year in which the Closing occurs
as a result of any such proceeding or protest, or the settlement
thereof, net of costs and expenses payable by Equitable or Purchaser in
connection therewith and the amount of such refund payable to Tenants
and Adjoining Owners, shall be apportioned between Purchaser and
Equitable in the manner that real estate taxes for such year were
apportioned pursuant to subsection 6.4.1, and the portion of such amount
properly allocable to the period prior to the Adjustment Point shall be
paid by Purchaser to Equitable or the amount properly allocable to the
period subsequent to the Adjustment Point shall be paid by Equitable to
Purchaser, as applicable.
          6.4.7  Any accrued but unpaid interest and Trustee's and
Rating Agency fees in connection with the Existing Financing, but
excluding fees payable in connection with the obtaining of the Rating
Agency Approval.
         6.4.8   Any amounts deposited with the Trustee pursuant to the
terms of the Existing Financing.
         6.4.9   Rent under the Ground Leases, including, without
limitation, percentage or overage rent, real estate taxes, insurance
premiums and any other amounts paid or to be paid by the ground lessee
thereunder.
        6.4.10   Any other items of income or expense of the Malls
which, in accordance with generally accepted business practices, should
be apportioned between Equitable and Purchaser.
     6.5   Adjustment Statement.  Equitable will deliver to Purchaser
prior to the Closing a copy of a proposed adjustment statement showing
all adjustments to be made at the Closing.  The parties shall then
endeavor to agree upon such statement or any modification thereof so
that it or such modification can be executed by them at the Closing.  To
the extent that there is an error or omission in any of the adjustments
made pursuant to such statement and the same is discovered following the
Closing, the parties agree to rectify the same as promptly as possible
following such discovery.
    6.6    Tenant Note Obligations.  As listed and described on Exhibit
I, certain Tenants have executed promissory notes, in the amounts and
having terms as described therein, in payment of certain back Rent
obligations.  Anything hereinabove contained to the contrary
<PAGE> 25
notwithstanding, Equitable shall retain said notes as its sole property,
shall be entitled, at its election and discretion, to take whatever
action it deems appropriate for the enforcement thereof or collection of
amounts due thereunder, all at Equitable's sole cost and expense, and
shall be entitled to retain, as its sole property, any amount received
by Equitable with respect thereto or as is otherwise paid by any such
Tenant and identified as having been paid with respect to its note
obligations.  Any amounts collected by Purchaser following Closing with
respect to said Tenant note obligations shall promptly be remitted to
Equitable; provided, however, that no amounts received by Purchaser from
any such Tenant following the Closing shall be deemed to have been paid
with respect to any of such notes unless specifically identified by the
Tenant as being paid with respect thereto.  Notwithstanding the
provisions of any Lease or the provisions of any such note (or any
instrument or document further evidencing or securing the obligations of
the Tenant under any such note), in no event shall Equitable have the
right to seek cancellation of any such Tenant's Lease, or the
repossession of the premises demised to the Tenant, or the eviction of
the Tenant therefrom, in connection with any action or proceeding taken
for the enforcement or collection of any amount due from any Tenant
under or with respect to said notes.
       6.7  Survival.  The provisions of this Article 6 shall survive
the Closing.
 7.       Actions to be Taken and Documents to be Delivered at or Prior
to the Closing.
        7.1   Equitable's Deliveries.  At or prior to the Closing,
Equitable will deliver or cause to be delivered to Purchaser each of the
instruments and documents listed in the following provisions of this
Section 7.1, executed and acknowledged where appropriate by Equitable
and/or the other party or parties thereto:
        7.1.1     A special or limited warranty deed (each, a "Deed")
with respect to each Property, in proper statutory form for recording,
conveying such Property from Equitable to Purchaser, subject only to
Permitted Encumbrances.
       7.1.2     An assignment by Equitable to Purchaser with respect to
each Ground Lease of the tenant's interest under such Ground Lease in
proper form for recording and otherwise in the form of Exhibit N,
subject to any modifications required pursuant to the applicable Ground
Lease.
       7.1.3     A bill of sale with respect to each Mall conveying the
applicable Personal Property to Purchaser, which bill of sale shall
contain no warranties, express or implied, by Equitable except that
<PAGE> 26
Equitable is the owner of and has not previously sold, transferred or
encumbered (other than for the Existing Financing) the Personal
Property.
        7.1.4    An assignment, in proper form for recording and
otherwise in the form of Exhibit O (subject to any modifications
required pursuant to the applicable Operating Agreement), by Equitable
to Purchaser of all of Equitable's right, title and interest in, to and
under each of the Operating Agreements.
        7.1.5    An assignment, in the form attached as Exhibit P, by
Equitable to Purchaser with respect to each Mall of all of Equitable's
right, title and interest in, to and under all the applicable Leases,
and in and to all security deposits and any interest thereon which,
under the terms of the applicable Leases, is payable to the Tenants
thereunder.
        7.1.6    An assignment by Equitable to Purchaser with respect to
each Mall in the form attached as Exhibit Q of all of Equitable's right,
title and interest in, to and under the applicable Other Agreements.
        7.1.7    A "General Assignment" by Equitable to Purchaser with
respect to each Mall in the form attached as Exhibit R of all of
Equitable's right, title and interest in and to the following, if any:
(i) all warranties and guaranties of manufacturers, suppliers and
contractors, to the extent the same are assignable, (ii) all permits of
Governmental Authorities, and licenses and approvals of private
utilities and others, required for or necessary to the operation and
maintenance of such Mall, to the extent the same are assignable, (iii)
all cash security deposits held by any utility with respect to such Mall
(plus the interest accrued thereon, if any), (iv) all names, trade
names, trademarks, service marks and logos (and all good will associated
therewith) by which the Mall or any part thereof may be known or which
may be used in connection therewith, together with all registrations, if
any, for the same and other intangible property relating thereto, and
all telephone numbers and listings employed in connection with the Mall,
(v) all site plans, surveys, plans or specifications and floor plans
relating to the Mall, (vi) all catalogues, booklets, manuals, files,
logs, records, correspondence, Tenant lists, Tenant prospect lists,
Tenant histories, brochures and materials, advertisements and other
items with respect to the Mall and (vii) all promotional and marketing
fund accounts.
        7.1.8    Equitable's Copies of the Mortgage and other documents
listed in Exhibit B comprising the Mortgage.
<PAGE> 27       
        7.1.9    Equitable's Copies of the Operating Agreements.
        7.1.10   The Required Consents and any consents required under
the Other Agreements for the assignment thereof by Equitable to
Purchaser; provided, however, that it shall not be a condition to
Purchaser's obligations under this Agreement that any consent required
under any Other Agreement for the assignment thereof to Purchaser shall
be obtained, but Equitable shall be obligated to pay and indemnify
Purchaser from and against any damages, penalties or other sums that may
be payable to the other party to such Other Agreement by reason of
Equitable's failure to assign the same to Purchaser or to obtain the
consent of such other party to such assignment, which obligation shall
survive the Closing.
       7.1.11    Equitable's Copies of the Leases and the Ground Leases.
       7.1.12    Equitable's Copies of the Other Agreements.
       7.1.13    An executed copy of an agreement between Equitable and
the Managing Agent terminating the Management Agreement as of the
Closing Date, the form and content of which shall be reasonably
satisfactory to Purchaser and shall in any event provide that Purchaser
shall have no liability with respect to any employees of Managing Agent
at any Mall or who render services with respect to any Mall.
       7.1.14    A notice to Tenants, and a notice to Adjoining Owners,
notifying each of the sale of the applicable Mall to Purchaser as of the
Closing Date, in form reasonably satisfactory to Purchaser.
       7.1.14    The certificate of Equitable provided for in subsection
8.6.3.
       7.1.16    A certificate that Equitable is not a "foreign person"
within the meaning of  1445 of the Internal Revenue Code of 1986, as
amended.
       7.1.17    Counterparts of an adjustment statement summarizing all
adjustments in respect of the Purchase Price made at the Closing
pursuant to Article 6.
       7.1.18    All sales tax, transfer tax and other tax returns, if
any, which Equitable is required by law to execute and deliver, either
individually or together with Purchaser, to any Governmental Authority
as a result of the sale.
       7.1.19    A copy of the resolutions of the Investment or Separate
Account Committee of Equitable, certified to by the secretary or an
assistant secretary of Equitable, which authorize (i) the transactions
contemplated by this Agreement, and (ii) the execution by Equitable of
<PAGE> 28
this Agreement and the documents, instruments and agreements to be
executed and delivered by Equitable pursuant hereto, together with an
incumbency certificate as to the authority of the person(s) executing
and delivering this Agreement and such documents, instruments and
agreements on behalf of Equitable.
      7.1.20     A good standing certificate from the Insurance
Department of the State of New York for Equitable, dated within 15 days
of the Closing Date, and good standing certificates issued in respect of
Equitable by the Secretary of State, Insurance Commission or State
Corporation Commission, as the case may be, of each State in which a
Mall is located, dated within 30 days of the Closing Date.
     7.1.21      All records and files which are in the possession of
Equitable, ERE or the Managing Agent relating to the current operation
and maintenance of the Malls, including without limitation, to the
extent in the possession of such parties, current tax bills, current
water, sewer, utility and fuel bills, payroll records, billing records
for Tenants and Adjoining Owners, repair and maintenance records and the
like which affect or relate to the Malls, plans, drawings, blue prints
and specifications for each of the Malls, all warranties and guaranties
of manufacturers, suppliers and contractors in effect on the Closing
Date, certificates of occupancy and other licenses and permits and keys
to the Malls.  Delivery of such materials, as well as the documents
referred to in subsections 7.1.9, 7.1.11 and 7.1.12, shall be
effectuated pursuant to arrangements made by the Managing Agent and the
property manager or managers retained by Purchaser to operate the Malls.
   7.1.22        An assignment by Equitable to Purchaser of all of
Equitable's right, title and interest in, to and under the interest rate
cap agreements dated May 24, 1996 between Equitable and Goldman Sachs
Capital Markets, L.P., as assigned by Goldman Sachs Capital Markets,
L.P. to Goldman Sachs Mitsui Marine Derivative Products, L.P., in form
reasonably acceptable to Purchaser.
   7.1.23        All vehicle titles assigned to Purchaser, duly endorsed
by Equitable or the Managing Agent, as required.
   7.1.24        If applicable, a written direction to Escrow Agent to
deliver the Deposit to Equitable and the Income to Purchaser.
<PAGE> 29   
   7.1.25        A letter from the Managing Agent to Purchaser in which
the Managing Agent agrees to honor all gift certificates issued at the
Malls prior to the Closing Date and presented to Tenants and Adjoining
Owners after the Closing Date.
   7.1.26        All other instruments and documents, if any, to be
executed, acknowledged and/or delivered by Equitable pursuant to any of
the other provisions of this Agreement.
     7.2    Purchaser's Deliveries.  At or prior to the Closing,
Purchaser shall deliver or cause to be delivered to Equitable or the
other parties indicated below each of the payments, documents and
instruments listed in this Section 7.2, such instruments and documents
to be executed and acknowledged where appropriate:
           7.2.1 The cash portion of the Remaining Balance, as set forth
in Section 3.1.
           7.2.2 All sales tax, transfer tax and other tax returns, if
any, certificates of value and similar documents which Purchaser is
required by law to execute and deliver, either individually or together
with Equitable, to any Governmental Authority as a result of the sale.
           7.2.3 Counterparts of each of the instruments and documents
listed in subsections 7.1.2, 7.1.4, 7.1.5 and 7.1.6 (in order to
evidence Purchaser's assumption of the Ground Leases, Operating
Agreements, Leases and Other Agreements) and in subsections 7.1.17,
7.1.18 and, if applicable, 7.1.24.
          7.2.4  Such instruments and documents as are required by the
Mortgage or any of the other loan documents, or as may be required by
the Rating Agencies, in connection with Purchaser's assumption of the
Mortgage.
          7.2.5  A copy of resolutions of the board of directors of each
general partner of Purchaser's general partners, in each case certified
by a Secretary or an Assistant Secretary, which authorize (both on
behalf of Purchaser and partners of Purchaser) (i) the transactions
contemplated by this Agreement, and (ii) the execution of this Agreement
and the documents, instruments and agreements to be executed and
delivered by Purchaser pursuant hereto, together with an incumbency
certificate as to the authority of the person(s) executing and
delivering this Agreement and such documents, instruments and agreements
on behalf of Purchaser.  In addition, copies of resolutions of the board
<PAGE> 30
of directors of each of Simon DeBartolo Group, Inc. and The Macerich
Company approving the transaction provided for in this Agreement.
         7.2.6   A good standing certificate for each of the general
partners of Purchaser, and each general partner of such general partners
from the Secretaries of State of the states of their respective
incorporation, dated within fifteen days of the Closing Date.
        7.2.7    All other payments, instruments and documents, if any,
to be executed, acknowledged and/or delivered by Purchaser pursuant to
any of the other provisions of this Agreement.
        7.3   Access to Records.  Purchaser agrees for a period of seven
years following the Closing it will retain and make available to
Equitable or to any Governmental Authority having jurisdiction over
Equitable for inspection and copying, at Equitable's expense, on
reasonable advance notice at reasonable times at the place in the
continental United States where Purchaser then maintains its records in
respect of the Malls, all documents and records concerning the Malls
delivered by Equitable, ERE or the Managing Agent in connection with the
Closing.  If Purchaser shall desire to destroy any such records prior to
the expiration of such seven-year period, Purchaser shall first notify
Equitable and permit Equitable to take delivery of the records in
question; and if Equitable fails to do so within 90 days after such
notice from Purchaser, Purchaser shall then be free to destroy the same.
The provisions of this Section 7.3 shall survive the Closing.
    8. Malls Conveyed As Is; Representations and Warranties of
Equitable.
       8.1   No Implied Representations.  Purchaser acknowledges that
except as expressly set forth in this Agreement and in the documents and
instruments delivered by Equitable at the Closing, neither Equitable nor
any agent or representative or purported agent or representative of
Equitable has made, and Equitable is not liable for or bound in any
manner by, any express or implied warranties, guaranties, promises,
statements, inducements, representations or information (including,
without limitation, any information set forth in offering materials
heretofore furnished to Purchaser) pertaining to the Malls or any of
them, the physical condition thereof, environmental matters, the income,
expenses or operation thereof or the Personal Property or Intangible
Personal Property, the uses which can be lawfully made of any Property
under applicable zoning or other laws or any other matter or thing with
respect to the Malls, including, without limitation, any existing or
<PAGE> 31
prospective Leases, Operating Agreements or Other Agreements.  Without
limiting the foregoing, Purchaser acknowledges and agrees that, except
as expressly set forth in this Agreement and in the documents and
instruments delivered by Equitable at the Closing, Equitable is not
liable for or bound by (and Purchaser has not relied upon) any verbal or
written statements, representations, real estate brokers' "set-ups" or
offering materials or any other information respecting the Malls
furnished by Equitable or any broker, employee, agent, consultant or
other person representing or purportedly representing Equitable.
       8.2  "As-Is" Purchase.  Purchaser represents that it has
inspected the Malls, the physical and environmental condition and the
uses thereof and the fixtures, equipment and Personal Property included
in this sale to its satisfaction, that it has independently inves
tigated, analyzed and appraised the value and profitability thereof, the
creditworthiness of Tenants and Adjoining Owners and the presence of
hazardous materials, if any, in or on the Malls, that it has reviewed
the Ground Leases, the Mortgage, all other documents and instruments
that evidence or secure the Existing Financing, the Leases listed on
Exhibit K annexed hereto, the Operating Agreements, the Other Agreements
and all other documents referred to herein, that it is thoroughly
acquainted with all of the foregoing and that Purchaser, in purchasing
the Malls, is relying upon its own investigations, analyses, studies and
appraisals and not upon any information provided to Purchaser by or on
behalf of Equitable with respect thereto (except to the extent covered
by any warranties or representations of Equitable set forth in this
Agreement, in any Seller's Estoppel Letter or in any other document or
instrument delivered by Equitable in connection with the Closing).
Purchaser agrees to accept the Malls "as is" and in their condition as
at the date hereof, reasonable wear and tear between the date hereof and
the Closing Date excepted, and Purchaser shall assume the risk that
adverse matters, including but not limited to, construction defects and
adverse physical and environmental conditions may not have been revealed
by Purchaser's investigations; and Purchaser, upon closing, shall be
deemed to have waived, relinquished and released Equitable from and
against any and all claims, demands, causes of action, losses, damages,
liabilities, costs and expenses (including, attorneys' fees and court
costs) of any and every kind or character, known or unknown, which
Purchaser might have asserted or alleged against Equitable by reason of
or arising out of any latent or patent construction defects or physical
<PAGE> 32
conditions, violations of applicable laws (including, without
limitation, environmental laws) and any and all other acts, omissions,
events, circumstances or matters with respect to the Malls, subject, how
ever, to Purchaser's rights and remedies provided for in this Agreement
in the event of the breach of any of Equitable's warranties and
representations contained herein, in any Seller's Estoppel Letter or in
any other document or instrument delivered by Equitable in connection
with the Closing, and subject to the next to last sentence of this
Section 8.2.  Nothing contained in this Section 8.2 shall be deemed to
constitute a waiver by Purchaser of its rights at law or in equity, if
any, to seek contribution or other recourse against Equitable in the
event of a claim asserted against Purchaser by a third party with
respect to liabilities arising from or relating to any circumstances or
conditions which exist at or in respect of the Malls prior to the
Closing.  The provisions of this Section 8.2 shall survive the Closing.
     8.3    Representations and Warranties of Equitable.  Equitable
hereby represents and warrants to Purchaser as follows:
     8.3.1       Equitable is a corporation duly organized, validly
existing and in good standing under the laws of the State of New York.
Equitable has full power and authority to enter into this Agreement and
to perform its obligations hereunder in accordance with the terms
hereof.  The execution, delivery and performance by Equitable of this
Agreement and the documents to be executed by Equitable pursuant hereto
have been duly and validly authorized by all necessary corporate action
on the part of Equitable.  This Agreement constitutes the legal, valid
and binding obligation of Equitable, enforceable against Equitable in
accordance with its terms, subject as to enforceability to the effect of
applicable bankruptcy, insolvency, reorganization, arrangement,
moratorium, fraudulent conveyance or other similar laws affecting the
rights of creditors generally and to general principles of equity.  No
bankruptcy, insolvency, reorganization, arrangement or moratorium
proceeding or allegation of fraudulent conveyance is now pending or
threatened against Equitable or any of the Malls.
    8.3.2       Equitable is not a "foreign person" as defined in
Section 1445 of the Internal Revenue Code of 1986, as amended.
    8.3.3       Execution by Equitable of this Agreement and all
documents provided for herein to be executed by Equitable, and
performance by Equitable of the provisions hereof and thereof, will not
violate or result in any breach of, or constitute a default under, any
law, regulation, rule, order or judgment of any governmental authority
<PAGE> 33
to which Equitable is subject, or any agreement, indenture, mortgage,
deed of trust, bank loan, credit agreement or other instrument to which
Equitable is a party or by which Equitable is bound (subject to
Purchaser's qualifying to take title to the Malls subject to the
Mortgage thereon in accordance with the terms thereof, and to
Equitable's obtaining the consents listed on Exhibit W annexed hereto
(the "Required Consents") and any consents required under the Other
Agreements, subject to the provisions of Section 7.1.10), where such
breach or default might adversely affect Equitable's ability to perform
its obligations hereunder or under such other documents.  Equitable is
not in default under any note, evidence of indebtedness, lease,
contract, license, undertaking or other agreement where the liability
thereunder might adversely affect Equitable's ability to perform its
obligations under this Agreement or any document executed by Equitable
pursuant hereto.
        8.3.4     With respect to the Existing Financing:
               8.3.4.1  Exhibit B annexed hereto is a true, correct and
  complete list of all documents which evidence and secure the Existing
  Financing.
               8.3.4.2     The copies of such documents which have been
  made available or delivered to Purchaser for review are true, correct
  and complete copies thereof.
               8.3.4.3    The Existing Financing is in full force and
  effect on the date hereof.  Equitable is current in all payments of
  principal and interest due under the Existing Financing as of the
  date hereof.  Equitable has complied in all material respects with
  the terms of the documents which evidence and secure the Existing
  Financing.  Equitable has received no written notice that is still
  outstanding from the mortgagee thereunder or any holder of notes
  evidencing the same that any default on the part of Equitable exists
  thereunder.  None of the documents which evidence and secure the
  Existing Financing has heretofore been amended or supplemented
  (whether orally or in writing) except as shown in Exhibit B.
         8.3.5    With respect to the Leases:
                8.3.5.1  Exhibit K annexed hereto is a true, correct and
  complete list of all of the Leases in effect on December 15, 1997
  (except those Leases consisting of licenses and concession agreements
  which have terms, including any rights to renew or extend, not in
  excess of four (4) months), setting forth, with respect to each
  Lease:  (i) the date thereof and the date of each amendment or
  supplement thereto; (ii) the name of the current Tenant thereunder;
  (iii) the premises demised thereby; (iv) the commencement and
<PAGE> 34  
expiration dates of the current term thereof; (v) the monthly amount
  of minimum rent currently payable thereunder; (vi) the monthly amount
  of common area maintenance and real estate tax contributions
  currently payable thereunder; and (vii) the amount, if any, of the
  security deposit held by Equitable thereunder.  As of the date
  hereof, there are no leases, licenses or other rights of occupancy or
  use of any portion of the Malls other than the Leases set forth in
  Exhibit K, except subleases, concessions or license agreements which
  may have been entered into by Tenants or subtenants of Tenants (as
  sublessor, grantor or licensor, as the case may be), Leases
  consisting of licenses and concession agreements which have terms,
  including any rights to renew or extend, not in excess of four (4)
  months and Operating Agreements.  None of the Leases has been
  modified, amended or supplemented (whether orally or in writing)
  except as set forth in Exhibit K.  No Tenant or Adjoining Owner has
  the option to purchase any Mall or a right of first refusal in
  respect of the sale of any Mall to a third party.
               8.3.5.2  True, correct and complete copies of all of the
  Leases, and all amendments and supplements thereto, listed in Exhibit
  K annexed hereto have heretofore been made available and/or delivered
  to Purchaser for review.
               8.3.5.3  Exhibit S annexed hereto is a true, correct and
  complete list of Tenants and Adjoining Owners that are delinquent in
  the payment of Rents as of December 15, 1997, which schedule sets
  forth the information specified in subsection 6.1.1.
               8.3.5.4  Except as set forth in Exhibit K annexed
  hereto, to Equitable's knowledge each of the Leases listed in Exhibit
  K is in full force and effect as of the date hereof.  Equitable has
  received no written notice from any Tenant under a Lease listed in
  Exhibit K which is still outstanding (i) that Equitable has defaulted
  in performing any of its material obligations under such Lease or
  (ii) that such Tenant is entitled to any reduction in, refund of or
  counterclaim or offset against, or is otherwise disputing, any Rents
  paid, payable or to become payable by such Tenant thereunder or is
  entitled to cancel or terminate such Lease or to be released of any
  of its material obligations thereunder, except as set forth in
  Exhibit K.  With the exception of delinquencies in the payment of
  Rents, to Equitable's knowledge no material default exists under any
  Lease by the Tenant thereunder except as set forth in Exhibit K.
<PAGE> 35         
             8.3.5.5  All leasing commissions in respect of the
  current terms of Leases listed in Exhibit K which were entered into
  on or before the date hereof have been, or by the Closing Date will
  have been, paid in full by Equitable.
               8.3.5.6  All tenant alterations which Equitable is
  obligated to perform at its expense pursuant to its obligations under
  the Leases listed in Exhibit K on or prior to the date hereof in
  order to prepare space for occupancy by Tenants have been performed
  by Equitable, and all allowances payable to such Tenants in lieu of
  such work which were payable in respect of such Leases prior to the
  date hereof have been paid.
        8.3.6    With respect to the Operating Agreements:
               8.3.6.1  Exhibit D annexed hereto is a true, correct and
  complete list of all documents which comprise all of the Operating
  Agreements, setting forth the date of each such Operating Agreement
  and each amendment or supplement thereto and the names of the parties
  thereto.
               8.3.6.2  True, correct and complete copies of all of the
  Operating Agreements, and all amendments and supplements thereto,
  listed on Exhibit D annexed hereto have heretofore been made
  available and/or delivered to Purchaser for review.
               8.3.6.3  Each Operating Agreement is in full force and
  effect as of the date hereof.  None of the Operating Agreements has
  been modified, amended or supplemented (whether orally or in writing)
  except as set forth in Exhibit D.  Equitable has received no written
  notice from any party to an Operating Agreement which is still
  outstanding (i) that Equitable has defaulted in performing any of its
  material obligations under such Operating Agreement, or (ii) that
  such party is entitled to any reduction in, refund of or counterclaim
  or offset against, or is otherwise disputing, any Rents paid, payable
  or to become payable thereunder by such party or is entitled to
  cancel or terminate such Operating Agreement or to be relieved of any
  of its material obligations thereunder, except as set forth in
  Exhibit D.  With the exception of delinquencies in the payment of
  Rents which are listed in Exhibit S, to Equitable's knowledge no
  material default exists under any Operating Agreement on the part of
  the other parties thereto, except as set forth in Exhibit D.
<PAGE> 36        
               8.3.6.4   There is no unpaid obligations of Equitable
  under or in respect of any of the Operating Agreements for leasing or
  similar commissions or for the performance of work (or payment of
  allowances in lieu thereof) in the nature of tenant alterations.
           8.3.7   With respect to the Other Agreements:
               8.3.7.1   Exhibit E annexed hereto is a true, correct and
  complete list of all material Other Agreements affecting each Mall,
  setting forth, with respect to such Other Agreements, the date
  thereof and of each amendment or supplement thereto, the name of each
  party thereto (other than Equitable) and a brief description of the
  services provided thereunder or property covered thereby.  Except as
  set forth in Exhibit E, there are no material Other Agreements,
  except those that can be terminated by Equitable on not more than
  thirty (30) days' notice without penalty.
              8.3.7.2    True, correct and complete copies of all of the
  Other Agreements, and all amendments and supplements thereto, listed
  on Exhibit E have heretofore been made available and/or delivered to
  Purchaser for review.
              8.3.7.3    To Equitable's knowledge, each of the material
  Other Agreements is in full force and effect on the date hereof, and
  Equitable has received no written notice from any party to any
  material Other Agreement which is still outstanding that Equitable
  has defaulted in performing any of its material obligations under
  such Other Agreement.  None of the Other Agreements listed on Exhibit
  E has heretofore been amended or supplemented (whether orally or in
  writing) except as set forth on Exhibit E.
           8.3.8  With respect to the Ground Leases:
                8.3.8.1 Exhibit C annexed hereto is a true, correct and
  complete list of all documents which comprise all of the Ground
  Leases, setting forth the date of each such Ground Leases and each
  amendment or supplement thereto and the names of the parties thereto.
                8.3.8.2  The copies of the Ground Leases and all
  amendments and supplements thereto heretofore made available and/or
  delivered to Purchaser for review are true, correct and complete
  copies thereof.
               8.3.8.3   Each Ground Lease is in full force and effect
  as of the date hereof.  None of the Ground Leases has been modified,
  amended or supplemented (whether orally or in writing) except as set
<PAGE> 37  
  forth in Exhibit C.  Equitable has complied in all material respects
  with the terms of the Ground Leases. Equitable has received no
  written notice from the lessor under any Ground Lease that Equitable
  has defaulted in performing any of its obligations under such Ground
  Lease.
        8.3.9   Equitable has not received (i) any written notice of
any Violation with respect to any Mall from any Governmental Authority
which has not heretofore been complied with except as set forth in
Exhibit L, or (ii) any written notice from any Governmental Authority
which is still outstanding of any failure by Equitable to obtain any
certificate, permit, license or approval with respect to any Mall, or
any intended revocation, modification or cancellation of any of the
same.
           8.3.10   Except as set forth in Exhibit T, no condemnation,
eminent domain or similar proceeding in which Equitable has been served
with process or of which Equitable has otherwise received written notice
is pending with respect to all or any part of any Mall, and Equitable
has no knowledge that any such proceeding is threatened or contemplated.
          8.3.11  Equitable has not received any written notice which is
still outstanding of any violation of any restriction, condition,
covenant or agreement contained in any easement, restrictive covenant or
any similar instrument or agreement which constitutes a Permitted
Encumbrance.
           8.3.12   There is no pending litigation against Equitable
affecting any Mall in respect of which Equitable has been served with
process or otherwise received written notice except for (i) claims for
personal injury, property damage or worker's compensation for which the
insurance carrier has not disclaimed liability and in which the amounts
claimed do not exceed the applicable insurance policy limits, and (ii)
other litigation shown on Exhibit M annexed hereto.  Equitable has no
knowledge of any threatened litigation affecting any Mall except
litigation of the nature described in clause (i) above.  Equitable shall
be responsible for indemnifying and holding Purchaser harmless from and
against all costs, expenses, damages and other amounts payable in
connection with such litigation and claims; provided, however, that if
Equitable collects any Rents in any such litigation which are allocable
to periods after the Adjustment Point, the amount payable to Purchaser
in respect of such Rents shall be net of costs of collection properly
allocable thereto.
<PAGE> 38  
        8.3.13   All fixtures, equipment and articles of personal
property attached or appurtenant to or used in connection with any Mall
and located thereat, except those belonging to Tenants, subtenants of
Tenants, Adjoining Owners and independent contractors or utility
companies, and items which are leased by Equitable, are owned by
Equitable, free from all liens and encumbrances.  A schedule of the
material items of personal property included in the sale, which in any
event includes all items of personal property having a cost of $5,000 or
more, is attached hereto as Exhibit X, which Exhibit separately
identifies any leased personal property, the leases for which are listed
on Exhibit E annexed hereto.
         8.3.14   Equitable has no employees or agreements with any
employees who will continue performing services after the Closing in
connection with the operation of the Mall.  All persons who regularly
perform services at the Mall are employees of the Managing Agent or
other independent contractors.
          8.3.15  Exhibit J annexed hereto lists all environmental
reports relating to Hazardous Materials at the Malls which Equitable
caused to be prepared and heretofore delivered to Purchaser.  As used
herein, the term "Hazardous Materials" means (i) toxic wastes, hazardous
materials, hazardous substances or other substances which are prohibited
or regulated by any federal, state or local law or regulation addressing
environmental protection or pollution control matters, (ii) hazardous
levels of asbestos, (iii) polychlorinated biphenyls (PCBs) and (iv) oil,
petroleum and their by-products.  Except as disclosed or as may be
disclosed in the reports listed on Exhibit J, and except with respect to
cleaning fluids and similar substances which may be used in the routine
operation or maintenance of the Malls, (a) Equitable has not itself
caused any Hazardous Materials to be utilized or stored in or on any
Mall, or to be disposed of therefrom, except in accordance with the
provisions of Legal Requirements applicable to Hazardous Materials and
(b) to Equitable's knowledge, no Hazardous Materials are present in, on
or under any Mall in quantities or amounts which would be in violation
of Legal Requirements applicable thereto.  Equitable has not received
any written notice from any Governmental Authority or other person or
entity that any condition exists at any Mall which constitutes or has
resulted in a violation of any Legal Requirement relating to Hazardous
Materials or that any claim is being asserted against Equitable by
reason of any such violation.
<PAGE> 39         
        8.3.16  Equitable has not received any written notice from any
insurer of the Malls requiring any work to be performed as a condition
to the renewal of any insurance policy carried by Equitable in respect
thereof which has not heretofore been complied with.
         8.3.17  The audited financial statements for Separate Account
174 for the calendar years 1994 through 1996 were prepared in accordance
with generally accepted accounting principles, consistently applied, and
fairly and accurately reflected in all material respects the financial
condition of the Malls for the periods covered thereby.  All unaudited
interim statements of operation of the Malls for any portion of 1997
heretofore or hereafter delivered by Equitable to Purchaser fairly and
accurately reflect, or will reflect, in all material respects the
revenues and expenses of each of the Malls for the periods covered
thereby, subject to year-end adjustments made in the ordinary course in
connection with the preparation of the audited financial statements for
1997.
      8.4   Effect of Estoppels.  If prior to the Closing the lessor
under any Ground Lease, the Trustee under the Existing Financing, a
Tenant or an Adjoining Owner has provided an estoppel letter to
Purchaser which sets forth information with respect to any item as to
which Equitable has made a representation or warranty, then Equitable's
representation and warranty in respect of such information shall
thereafter be null and void and of no further force or effect, such
representation and warranty shall not be deemed to have been remade as
of the Closing and Purchaser shall rely solely on the information set
forth in such estoppel letter, subject to Section 17.3.
     8.5   Condition of the Malls.  Notwithstanding anything to the
contrary set forth in subsection 8.3.4.3 or 8.3.8.3, the representations
and warranties contained therein to the effect that Equitable has
complied in all material respects with the documents which evidence or
secure the Existing Financing or with the terms of the Ground Leases not
apply to any obligation on the part of Equitable, or any default or
alleged default based on Equitable's failure, to maintain the Malls, or
any of them, in good repair and condition or to make any replacements or
improvements thereto, it being understood that Purchaser has agreed to
accept the Malls in their "as-is" physical condition, although nothing
in this Section 8.5 shall be deemed to constitute a waiver by Purchaser
of its rights at law or in equity, if any, to seek contribution or other
recourse against Equitable in the event of a claim asserted against
Purchaser by a third party with respect to liabilities arising from or
<PAGE> 40
relating to any circumstances or conditions which exist at or in respect
of the Malls prior to closing.  The provisions of this Section 8.5 shall
survive the Closing.
    8.6     Survival of Equitable's Warranties, etc.
          8.6.1   All of Equitable's representations and warranties
contained in this Article 8 (other than those contained in subsections
8.3.1, 8.3.2 and 8.3.3, which shall survive the Closing without
limitation as to time), and all certifications, representations and
warranties made by Equitable in Equitable's certificate delivered
pursuant to Section 8.6.3 or in any Seller's Estoppel Letter delivered
by Equitable to Purchaser, shall (except as otherwise provided in
Section 8.4) survive until one (1) year after the date of the Closing;
provided, however, that Equitable's liability for any breach of such
warranties, representations and certifications shall not expire as to
any breach or alleged breach thereof if notice of such breach or alleged
breach is given by Purchaser to Equitable prior to one (1) year after
the date of the Closing and, if such notice is given, legal proceedings
are instituted in respect of such breach or alleged breach within six
(6) months after such notice is given.
         8.6.2   Notwithstanding anything to the contrary set forth in
this Article 8, Equitable shall have no liability to Purchaser for
breach of any warranty and representation set forth in this Article 8 or
in any Seller's Estoppel Letter or in the certificate provided for in
subsection 8.6.3 unless and except to the extent that the damages due to
Purchaser by reason of all such breaches together with damages resulting
from any adverse facts and matters described in Section 17.3, exceed
$5,000,000, and in no event shall Equitable be liable to Purchaser for
consequential or punitive damages in respect of any such breach.  For
the purposes of this subsection 8.6.2, matters disclosed in any estoppel
letter which, under the terms of this Agreement or any instrument or
document delivered pursuant hereto, it is Equitable's obligation to pay
or rectify, shall not be applied against said $5,000,000.
        8.6.3    All of Equitable's representations and warranties set
forth in this Article 8 shall be deemed to have been remade on and as of
the Closing Date and Equitable shall deliver to Purchaser at the Closing
a certificate in the form of Exhibit Y, which certificate shall be
subject to all limitations on liability and survival, limitations on
Equitable's knowledge and other matters set forth elsewhere in this
Agreement (to the same effect as if the statements made in such
certificate were included in Section 8.3).  Notwithstanding the
<PAGE> 41
foregoing, if any matter or event shall have occurred between the date
hereof and the date of the Closing which does not result from any
intentional act or omission of Equitable, that is not permitted under
any provisions of this Agreement and which makes any such warranty or
representation untrue in any material respect, Equitable shall have the
right to disclose such matter or event in the certificate above provided
for, and if Equitable does so, Equitable shall not be liable to
Purchaser following the Closing for the breach of the warranty or
representation in question which results from the occurrence of such
matter or thing, but in no event shall Purchaser be obligated to close
hereunder unless the conditions precedent to Purchaser's obligation to
close set forth in this Agreement (including, without limitation, in
Section 11.1) shall have been fulfilled.
        8.6.4    Notwithstanding anything to the contrary set forth in
this Article 8 or elsewhere in the Agreement, if prior to the Closing
Purchaser has or obtains knowledge that any of Equitable's warranties or
representations set forth in this Article 8, or any of Equitable's
certifications, warranties or representations made in Equitable's
representation certificate pursuant to Section 8.6.3 or in any Seller's
Estoppel Letter, is untrue in any respect, and Purchaser nevertheless
proceeds with the Closing, then the breach by Equitable of the
warranties, representations or certifications as to which Purchaser
shall have such knowledge shall be waived by Purchaser and Equitable
shall have no liability to Purchaser or its successors or assigns in
respect thereof.  For the purposes of this subsection 8.6.4, Purchaser
shall be deemed to have or to have obtained knowledge of any such matter
or thing only if such matter or thing (i) was set forth in written
studies, reports, memoranda, letters or other documents furnished to
Purchaser by or on behalf of Equitable (including, without limitation,
by Equitable's attorneys, ERE or the Managing Agent), by any affiliates,
agents or representatives of Purchaser, by third-party consultants
retained by Purchaser or by Purchaser's attorneys (including in-house
attorneys), or (ii) was otherwise known to any of Bruce Gobeyn, Arthur
Massing, Donald Gandolf and Cheryl Arnold.
   9.  Representations and Warranties of Purchaser.
        9.1 Purchaser's Warranties.  Purchaser warrants and represents
to Equitable as follows:
           9.1.1 Purchaser is a general partnership duly organized,
validly existing and in good standing under the laws of the State of
Delaware.
<PAGE> 42
           9.1.2  Each of Purchaser and its general partner has full
power and authority to enter into this Agreement and perform its
obligations hereunder in accordance with the terms hereof.  The
execution, delivery and performance of this Agreement by Purchaser and
the documents to be executed by Purchaser pursuant hereto have been duly
and validly authorized by all necessary partnership action on the part
of Purchaser and by all necessary partnership action on the part of its
partners and by all necessary corporate action on behalf of the general
partner of each of its partners.  This Agreement constitutes the legal,
valid and binding obligation of Purchaser, enforceable against Purchaser
in accordance with its terms, subject as to enforceability to the effect
of applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or similar laws affecting the rights of creditors
generally and to general principles of equity.  No bankruptcy,
insolvency, reorganization, arrangement or moratorium proceeding, or
allegation of fraudulent conveyance, is now pending or threatened
against Purchaser.
           9.1.3  Execution by Purchaser of this Agreement and all
documents provided for herein to be executed by Purchaser, and
performance by Purchaser of the provisions hereof and thereof, will not
violate or result in any breach of, or constitute a default under, any
law, regulation, order or judgment of any governmental authority to
which Purchaser or either of its partners is subject, or any agreement,
indenture, mortgage, deed of trust, bank loan, credit agreement or any
other instrument to which Purchaser or either of its partners is a party
or by which Purchaser or either of its partners is bound, where such
breach or default might adversely affect Purchaser's or either of its
partners' ability to perform its or their obligations hereunder or under
such other documents.  None of Purchaser or its partners is in default
under any note, evidence of indebtedness, lease, contract, license,
undertaking or other agreement where the liability thereunder might
adversely affect Purchaser's or its partners' ability to perform its or
their obligations under this Agreement or such other documents.
          9.1.4  Purchaser is not utilizing the assets of any employee
benefit plan (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended) for or in connection with its
acquisition of the Malls.
       9.2  Remaking of Warranties; Survival. All of Purchaser's
representations and warranties set forth in this Article 9 shall be
deemed to have been remade on and as of the Closing Date.  Such
<PAGE> 43
representations and warranties, as remade, shall survive the Closing
without limitation as to time.
    10.   Conditions to the Obligation of Equitable to Close.  The
obligation of Equitable to close under this Agreement is expressly
conditioned upon the fulfillment by and as of the Closing Date of each
of the conditions listed below, provided that Equitable, at its
election, may waive all or any of such conditions, which election shall
be conclusively evidenced by Equitable's proceeding with and completing
the closing of the transaction provided for herein:
       10.1  Purchase Price.  Purchaser shall have paid to Equitable the
Purchase Price as provided in Article 3 hereof and all other amounts due
to Equitable hereunder.
       10.2  Representations and Warranties.  All representations and
warranties of Purchaser set forth in Article 9 shall be true and correct
in all material respects on and as of the Closing Date as if made on and
as of such date.
       10.3 Performance of Obligations.  Purchaser shall have executed
and/or delivered or caused to be delivered at the Closing all documents
and executed counterparts of documents and instruments required by this
Agreement to be executed and/or delivered by Purchaser and shall have
taken all other actions and fulfilled all other covenants and conditions
required of Purchaser under this Agreement.
       10.4 Required Consents.  All of the Required Consents shall have
been obtained, to the extent failure to obtain the same would result in
any material liability to Equitable.
       10.5 Rating Agency Approval.  Subject to the provisions of
subsection 3.3.1, the parties shall have received the Rating Agency
Approval, to the extent failure to obtain the same would result in any
material liability to Equitable.
     If any of the foregoing conditions is not satisfied and, as a
result, the Closing does not occur, the Deposit or Letter(s) of Credit
shall be returned to Purchaser, this Agreement shall terminate and
neither party shall have any further rights or obligations under this
Agreement except as otherwise specifically provided herein; provided,
however, that if any such condition is not satisfied due to Purchaser's
default, Equitable shall have the rights provided for in Section 16.1.
   11.  Conditions to the Obligation of Purchaser to Close.  The
obligation of Purchaser to close under this Agreement is expressly
conditioned upon the fulfillment by and as of the Closing Date of each
<PAGE> 44
of the conditions listed below, provided that Purchaser, at its
election, may waive all or any of such conditions, which election shall
be conclusively evidenced by Purchaser's proceeding with and completing
the closing of the transaction provided for herein:
     11.1   Representations and Warranties.  All representations and
warranties of Equitable set forth in Section 8.3 shall be true and
correct on and as of the Closing Date as if made on and as of such date
(without reference to any modifications thereof contained in the
certificate delivered by Equitable to Purchaser pursuant to subsection
8.6.3), except for breaches thereof, if any, which do not in the
aggregate have a material adverse affect on the value of the Malls taken
as a whole.
    11.2    Performance of Obligations.  Equitable shall have executed
and/or delivered or caused to be delivered at Closing all of the
documents and instruments required by this Agreement to be executed
and/or delivered by Equitable and shall have taken all other actions and
fulfilled all other covenants and conditions required of Equitable under
this Agreement in all material respects.
    11.3    Title.  Purchaser shall not elect or be entitled to elect to
terminate this Agreement pursuant to Section 14.1 and the Title Company
shall be prepared to issue to Purchaser one or more owner's policies of
title insurance for the Malls in an aggregate amount equal to the
Purchase Price, subject only to the Permitted Encumbrances.
    11.4   Estoppels.  Purchaser shall have received the estoppels
required by subsections 17.1.1, 17.1.2 and 17.1.4 and the condition set
forth in Section 17.3 shall be satisfied.
    11.5    Required Consents.  All of the Required Consents shall have
been obtained.
    11.6    Rating Agency Approval.  Subject to the provisions of
subsection 3.3.1, the parties shall have received the Rating Agency
Approval.
     If any of the foregoing conditions is not satisfied and, as a
result, the Closing does not occur, the Deposit or Letter(s) of Credit
shall be returned to Purchaser, this Agreement shall terminate and
neither party shall have any further rights or obligations under the
Agreement except as otherwise specifically provided herein; provided,
however, that if any such condition is not satisfied due to Equitable's
default, Purchaser shall have the rights provided for in Section 16.2.
<PAGE> 45
    12. Risk of Loss.
         12.1 Substantial Casualty.  If prior to the Closing any Mall
shall suffer any Substantial Casualty, Purchaser shall nevertheless be
required to close title to all Malls hereunder.  In the event of any
such Substantial Casualty Equitable shall provide prompt written notice
thereof to Purchaser, and Purchaser shall give written notice to
Equitable within twenty (20) business days after Purchaser receives
Equitable's written notice that Purchaser elects on the Closing Date
either (i) to purchase all of the Malls, in which event Section 12.3
shall apply, or (ii) to purchase all of the Malls other than the Mall
affected by such Substantial Casualty, in which event the Purchase Price
payable at the Closing shall be reduced by that portion thereof which is
allocated to the damaged Mall, as agreed by Equitable and Purchaser (the
"Allocated Price") and Purchaser shall remain obligated to purchase the
damaged Mall as hereinafter provided.  If Purchaser shall make the
election set forth in clause (ii) above, (a) the Closing shall take
place as to all of the Malls other than the damaged Mall, (b) Escrow
Agent shall retain in escrow pursuant to the terms of this Agreement
that portion of the Deposit which bears the same proportion thereto as
the Allocated Price bears to the Purchase Price (or the Letter(s) of
Credit held by Equitable shall be reduced to such aggregate amount), (c)
Equitable shall proceed with reasonable diligence to repair and restore
the damaged Mall substantially to its condition immediately prior to
such Substantial Casualty at Equitable's sole cost and expense, (d)
Equitable shall be entitled to all insurance proceeds payable by reason
of such Substantial Casualty, and (e) upon completion of such repair and
restoration, Equitable and Purchaser shall consummate the sale of the
affected Mall on the terms and conditions set forth in this Agreement
applicable thereto.
      12.2  Substantial Taking.  If prior to the Closing any Mall shall
be subject to a Substantial Taking (it being agreed that the
condemnation of a portion of the Lindale Mall referred to in Exhibit T
shall not be deemed to be a Substantial Taking under this Section 12.2),
Equitable shall promptly deliver written notice thereof to Purchaser,
and Purchaser shall have the right to terminate this Agreement by giving
written notice to Equitable within twenty (20) business days after
Purchaser receives Equitable's written notice of such taking.  If this
Agreement is so terminated by Purchaser, Escrow Agent shall return the
Deposit and the Income to Purchaser (and Equitable and Purchaser shall
execute a written instruction to Escrow Agent to do so), or Equitable
shall return the Letter(s) of Credit to Purchaser, and neither party
<PAGE> 46
shall have any further obligations or liabilities hereunder, or
otherwise with respect to the subject matter hereof, except as otherwise
expressly provided herein to the contrary.  If Purchaser shall fail to
deliver timely the aforesaid notice of termination, then Purchaser shall
irrevocably be deemed to have elected to proceed to the Closing and to
waive such termination right, in which event the provisions of Section
12.3 shall apply.
    12.3    Other Casualty or Taking.  Notwithstanding the foregoing, in
the event of any Casualty or Taking that does not constitute a
Substantial Casualty or a Substantial Taking, as the case may be, or if
Purchaser shall, notwithstanding a Substantial Casualty or a Substantial
Taking, elect or be deemed to have elected to proceed to Closing
pursuant to clause (i) of Section 12.1 or pursuant to Section 12.2, as
the case may be, this Agreement and the obligations of Equitable and
Purchaser hereunder shall remain in full force and effect except that
(i) Purchaser shall accept the Malls notwithstanding such damage or
taking and shall pay the full Purchase Price therefor and (ii) at the
Closing (a) Equitable shall assign to Purchaser all of its right, title
and interest in and to all insurance proceeds (including, without
limitation, business interruption or rent insurance proceeds) payable by
reason of such Casualty or all awards payable by reason of such Taking
(other than any such award payable in respect of the pending
condemnation of a portion of the Lindale Mall, which shall be retained
by and payable to Equitable), and, in the case of insurance proceeds,
shall credit against the Purchase Price the amount of any deductible
under Equitable's insurance policies, and (b) Equitable shall pay over
to Purchaser the amount of such proceeds or award, if any, received by
Equitable prior to the date of the Closing, and (c) Equitable shall not
settle or compromise any claim for such proceeds or award without the
prior consent of Purchaser, which consent shall not be unreasonably
withheld or delayed.  Notwithstanding the foregoing, Equitable shall be
entitled to receive or retain out of any such insurance proceeds or
award (i) any amounts expended by Equitable to restore or protect the
Malls, with the prior reasonable approval of Purchaser, and (ii) in the
case of insurance proceeds, loss of rents by reason of the fire or other
casualty suffered by Equitable prior to the Closing, which entitlement
shall survive the Closing.
     13.  Operation of the Malls Until Closing.
       13.1     Standard of Operation.  From the date hereof until the
Closing, Equitable shall (a) use reasonable efforts to maintain, for the
benefit of Purchaser following the Closing, the good will of Tenants,
prospective tenants, vendors and other parties having business relations
<PAGE> 47
with Equitable in respect of the Malls; (b) pay its debts (or in good
faith contest the same) and perform its obligations in respect of the
Malls as they become due; (c) maintain all of the Malls in the same
manner and condition that exists on the date hereof, as such condition
shall be altered by reason of Casualty, Taking and/or normal wear and
tear (provided, that Equitable shall not be obligated to make any
capital improvements, repairs or replacements to any Mall); (d) without
the express written consent of Purchaser, not (i) modify any Lease, (ii)
enter into any new Lease or extend or renew an existing Lease unless
either the terms thereof are set forth in the list of pending lease
transactions annexed hereto as Exhibit Z, or the provisions of Section
13.2 are complied with (other than renewals or extensions resulting from
the exercise by a Tenant of a currently existing renewal or extension
option), (iii) cancel or terminate any Lease or take any action to
enforce any Lease which would have the effect of canceling or
terminating the same, (iv) enter into a new reciprocal easement and
operating agreement or similar agreement or amend or modify, consent to
the assignment of or waive any material right under the Operating
Agreements, (v) make any material alterations to any Mall or enter into
any new contracts or extend or renew or cancel any Other Agreement
relating to material capital expenditures, (vi) enter into any other new
contracts or extend, renew or cancel any of the Other Agreements, except
for contracts executed in the ordinary and usual course and business and
in accordance with past practices and policies which can be terminated
without penalty or payment upon not more than thirty (30) days prior
notice, (vii) amend, modify or terminate any of the Ground Leases,
(viii) terminate the Management Agreement. (ix) modify any of the
documents which evidence or secure the Existing Financing or prepay the
Existing Financing in whole or in part, or (x) enter into any material
agreement the effect of which is to cause Equitable to be unable to
convey title to the Malls to Purchaser subject only to the Permitted
Encumbrances; and (e) otherwise operate the Malls in the ordinary course
of business and consistent with current practice.
       13.2  Leasing. If between December 15, 1997 and the Closing Date,
Equitable desires to enter into any new Lease, or renewal of an existing
Lease of space in a Mall which is not set forth in the list of pending
lease transactions annexed hereto as Exhibit Z, Equitable shall give
Purchaser notice (the "New Lease Notice") which sets forth with respect
to such proposed new Lease or Lease renewal, (i) the name of the
prospective tenant, (ii) the term of the Lease, (iii) the Rents payable
under the Lease, (iv) the location and size of the premises, (v) the
<PAGE> 48
permitted uses under the Lease, (vi) the expenses associated with the
consummation of the Lease, including without limitation leasing
commissions, tenant improvement costs, tenant allowances and the like,
and (vii) any concessions or free Rent being granted, and which sets
forth on its face the substance of the last sentence of this Section
13.2.  No such Lease shall be entered into by Equitable without the
prior written consent of Purchaser, which consent shall not be
unreasonably withheld.  If Purchaser does not respond to any New Lease
Notice within five (5) Business Days after its receipt thereof,
Purchaser shall be conclusively deemed to have approved the new Lease or
Lease renewal which is the subject of such New Lease Notice and
Equitable shall have the right to enter into such new Lease or Lease
renewal.
     14.  Title to the Mall.
        14.1  Title Defects.  If on the Closing Date Equitable shall be
unable to cause title to the Malls to be in accordance with the terms of
this Agreement as a result of any exception to title that is not a
Permitted Exception, Purchaser may terminate this Agreement by notice to
Equitable delivered on or prior to the Closing Date, as the same may
have been extended, in which event this Agreement shall be terminated
and of no further force or effect, the Deposit or Letter(s) of Credit
shall be returned to Purchaser, and neither party shall have any
obligations of any nature to the other hereunder or by reason hereof,
except as to those obligations hereunder that are specifically stated to
survive such termination.  Equitable shall be under no obligation to
take any steps or to institute or prosecute any action or proceedings,
or expend any sums of money, to remove from title to the Mall any
defect, encumbrance or objection to title; provided, however, that
Equitable shall be responsible for discharging any liens or encumbrances
which do not constitute Permitted Encumbrances, which can be discharged
solely by the payment of a sum of money not in excess of the sum of
$5,000,000 in the aggregate which arise solely on account of obligations
undertaken or actions performed by Equitable.  Equitable may use any
part of the Purchase Price to discharge the same, provided that
Equitable shall deliver to Purchaser at the Closing instruments in
recordable form sufficient to discharge such liens and encumbrances of
record.  Except for Equitable's failure to discharge such liens or
encumbrances as aforesaid up to an aggregate amount of $5,000,000,
Equitable shall not be deemed in default of this Agreement, and
Purchaser shall not be entitled to damages of any kind, if Equitable
shall fail or be unable to cause title to the Mall to be in the
condition called for by this Agreement, nor shall Purchaser in such
<PAGE> 49
circumstances be entitled to specific performance of this Agreement.  In
no event shall Equitable be obligated to discharge any mechanic's or
similar lien created by a Tenant in occupancy at the Closing whose Lease
is in full force and effect and in good standing (as described in
subsection 4.1.7) or an Adjoining Owner, but Equitable shall use
reasonable efforts to cause such Tenant or Adjoining Owner to do so.
      14.2   Waiver by Purchaser.  Purchaser, at its election, may at the
Closing accept such title as Equitable can convey, without reduction of
the Purchase Price or any credit or allowance on account thereof or any
claim against Equitable by reason thereof.
      14.3  Deeds Full Performance; Survival.  The acceptance of the
Deeds and other closing documents by Purchaser from Equitable shall be
deemed full performance on the part of Equitable of all of its
obligations under this Agreement, except as to any such obligation which
is specifically stated in this Agreement to survive the Closing or is
expressly contained in documents delivered at Closing.  Except where
otherwise expressly provided in this Agreement, none of the provisions
of this Agreement shall survive the Closing.
    15.   Brokers, etc.
        15.1  Equitable's Representation.  Equitable represents and
warrants to Purchaser that Equitable dealt with no broker, finder or
like agent who might claim a commission or fee in connection with the
transaction contemplated in this Agreement or on account of introducing
the parties, the preparation or submission of brochures, the negotiation
or execution of this Agreement or the closing of the transaction
contemplated herein other than Goldman, Sachs & Co. ("Broker").  The
fees of Broker shall be paid by Equitable pursuant to a separate
agreement between Equitable and Broker.  Equitable agrees to indemnify
and hold harmless Purchaser and its successors and assigns from and
against any and all claims, losses, liabilities and expenses, including
without limitation reasonable attorneys' fees, disbursements and
charges, arising out of any claim or demand for commissions or other
compensation for bringing about this transaction by any broker, finder
or similar agent or party, including, without limitation, Broker, who
claims to have dealt with Equitable or any affiliate thereof in
connection with this transaction.
       15.2  Purchaser's Representation.  Purchaser represents and
warrants to Equitable that neither Purchaser, nor any affiliate thereof,
has dealt with any broker, finder or like agent who might claim a
commission or fee in connection with the transaction contemplated in
<PAGE> 50
this Agreement or on account of introducing the parties, the preparation
or submission of brochures, the negotiation or execution of this
Agreement or the closing of the transaction contemplated herein, other
than Broker.  Purchaser agrees to indemnify and hold harmless Equitable
and its successors and assigns from and against any and all claims,
losses, liabilities and expenses, including without limitation
reasonable attorneys' fees, disbursements and charges, arising out of
any claim or demand for commissions or other compensation for bringing
about this transaction by any broker, finder or similar agent or party
other than Broker who claims to have dealt with Purchaser or any
affiliate thereof in connection with this transaction.
       15.3  Survival.  The provisions of this Article 15 shall survive
the Closing or the termination of this Agreement.
   16.   Default; Remedies.
       16.1  Purchaser's Default.  If at the Closing Date the conditions
to the obligation of Equitable to close title as set forth in Article 10
have not been fulfilled on account of the default of Purchaser in
performing any of its obligations hereunder, and the Closing does not
occur as a result thereof, then Equitable shall be entitled as its sole
and exclusive remedy to terminate this Agreement and receive the Deposit
from the Escrow Agent or draw upon the full amount of the Letter(s) of
Credit as liquidated damages for Purchaser's default (and in such
circumstances Purchaser shall, if applicable, join with Equitable in a
written instrument to Escrow Agent to pay the Deposit to Equitable).
Purchaser and Equitable agree that such liquidated damages are based in
part upon the following damages which Equitable will suffer on account
of a default by Purchaser and the failure of the Closing to occur, which
damages Purchaser and Equitable agree are incapable of an exact
determination of amount:  the removal of the Malls from the real estate
market and the loss of the possibility of obtaining a new purchaser
during such time at a higher amount; the possibility of being unable to
find a new purchaser for the amount of the Purchase Price after
Purchaser's default; various restrictions related to the management and
maintenance of the Malls during the period of this Agreement; the
inconvenience and expense of remarketing the Malls for sale; and the
expense of negotiating and documenting a new transaction; and that the
Deposit is a reasonable estimate of Equitable's damages.
      16.2  Equitable's Default.  If at the Closing Date the conditions
to the obligation of Purchaser to close title as set forth in Article 11
have not been fulfilled on account of the default of Equitable
<PAGE> 51
hereunder, and the Closing shall not occur as a result thereof, then
Purchaser shall be entitled to pursue, at its election, either of the
following as its sole and exclusive remedy:  (i) terminate this
Agreement and have the Deposit returned to it by the Escrow Agent or the
Letter(s) of Credit returned to it by Equitable, or (ii) seek specific
performance of Equitable's obligations under this Agreement.  Purchaser
hereby waives any right to sue Equitable for damages (including
consequential damages) for any default by Equitable hereunder but if the
Closing occurs such waiver shall not apply to damages to which Purchaser
may be entitled hereunder by reason of any breach by Equitable of any of
its warranties or representations hereunder which survive the Closing;
provided, however, that in the event of a willful default by Equitable
which would render the remedy of specific performance unavailable to
Purchaser, Purchaser may seek damages (but not consequential damages)
from Equitable provided that Purchaser has sought and been unable to
pursue the remedy of specific performance within six months after the
occurrence of such default.
      16.3  Survival.  The provisions of this Article 16 shall survive
the termination of this Agreement.
    17.   Estoppels.
       17.1  Required Estoppels.  At or before the Closing Equitable
shall deliver to Purchaser the following estoppel letters:
            17.1.1  estoppel letters from all Anchors which are parties to
Operating Agreements, such estoppel letters to be in substantially the
form annexed hereto as Exhibit U; provided, however, that if any
Operating Agreement provides for the form or content of an estoppel
letter, Purchaser shall accept an estoppel letter as called for therein
if an Anchor refuses to execute one in the form annexed hereto as
Exhibit U after being requested to do so by Equitable;
           17.1.2  estoppel letters from (i) all Anchors which are Tenants
under Leases, if any, and (ii) from 70% of all other Tenants at each
Mall (other than Tenants under Leases consisting of licenses and
concession agreements which have terms, including any rights to renew or
extend, not in excess of six (6) months), such estoppel letters to be in
substantially the form annexed hereto as Exhibit V; provided, however,
that if any Lease provides for the form or content of an estoppel
letter, Purchaser shall accept an estoppel letter as called for therein
<PAGE> 52
if any Tenant refuses to execute one in the form annexed hereto as
Exhibit V after being requested to do so by Equitable; and
          17.1.3  estoppel letters from the lessors under the Ground
Leases listed in paragraphs 1 and 3 of Exhibit C annexed hereto, such
estoppel letters to be in substantially the form annexed hereto as
Exhibit AA or in the form, if any, provided for in the applicable Ground
Lease.
     17.2   Additional Estoppels.  Equitable shall request and shall use
reasonable efforts to obtain and deliver to Purchaser at or before the
Closing the following additional estoppel letters:
         17.2.1   an estoppel letter from the lessor under the Ground
Lease listed in paragraph 2 of Exhibit C annexed hereto, such estoppel
letter to be in substantially the form annexed hereto as Exhibit AA; and
          17.2.2   an estoppel letter from the Trustee under the Existing
Financing containing the information required of the Trustee under
Section 41 of the Mortgage;
provided, that the delivery of any of such estoppel letters shall not be
a condition to Purchaser's obligation to close title hereunder.
       17.3   No Default.  Equitable shall not be in default under this
Agreement if one or more estoppel letters signed by Anchors, Tenants or
other third parties set forth allegations or facts at variance with
statements in the forms annexed hereto as exhibits, but it shall be a
condition to Purchaser's obligation to close the transaction provided
for herein that such estoppel letters, taken as a whole, do not in
Purchaser's reasonable judgment reveal facts which when aggregated with
those matters revealed in the certificate delivered pursuant to
subsection 8.6.3, and the knowledge obtained by Purchaser as described
in subsection 8.6.4, have a material adverse effect on the value of the
Malls, taken as a whole.  For purposes of this Section 17.3, matters
disclosed in any estoppel letter which, under the terms of this
Agreement or any instrument or document delivered pursuant hereto, it is
Equitable's obligation to pay or rectify shall not be deemed to have an
adverse effect on the value of the Malls.
        17.4    Seller's Estoppels.  If Equitable shall be unable to deliver
any such estoppel certificate from any Anchor pursuant to Sections
17.1.1 or 17.1.2 currently in bankruptcy, then Equitable may, at its
option, deliver to Purchaser at Closing, and, if so delivered, Purchaser
shall accept in lieu of the Anchor estoppel certificate in question, in
<PAGE> 53
respect of the applicable Lease or Operating Agreement, as the case may
be (but in no event more than one for each Anchor at a Mall which is
currently in bankruptcy), a certificate of Equitable ("Seller's Estoppel
Letter") with respect to those matters set forth in the applicable form
of estoppel certificate attached hereto, which Seller's Estoppel Letter
may be limited to Equitable's knowledge as appropriate, and which shall
contain the same limitations on survival, liability, knowledge and other
matters set forth elsewhere in this Agreement as if the representations
set forth therein were set forth in Section 8.3 hereof.  In addition,
(i) if Equitable shall be unable to deliver up to two (2) such estoppel
certificates from any Anchor pursuant to Sections 17.1.1 or 17.1.2 not
currently in bankruptcy, then Equitable may, at its option, deliver to
Purchaser at Closing and if so delivered Purchaser shall accept in lieu
of each of the two (2) or fewer Anchor estoppel certificates in
question, in respect of the applicable Lease or Operating Agreement, as
the case may be, a Seller's Estoppel Letter with respect to those
matters set forth in the applicable form of estoppel certificate
attached hereto, which Seller's Estoppel Letter may be limited to
Equitable's knowledge as appropriate, and which shall contain the same
limitations on survival, liability, knowledge and other matters set
forth elsewhere in this Agreement as if the representations set forth
therein were set forth in Section 8.3; or (ii)if Equitable shall be
unable to deliver more than two (2) such estoppel certificates from any
Anchor pursuant to Sections 17.1.1 or 17.1.2 not currently in
bankruptcy, then Equitable may, at its option, deliver to Purchaser at
Closing, and if so delivered Purchaser shall accept in lieu of each of
the Anchor estoppel certificates in question, in respect of the
applicable Lease or Operating Agreement, as the case may be, a
certificate of Equitable ("DS Estoppel Certificate") with respect to
those matters set forth in the applicable form of estoppel certificate
attached hereto, which DS Estoppel Certificate may be limited to
Equitable's knowledge as appropriate and which shall contain the same
limitations on knowledge and other matters as set forth elsewhere in
this Agreement as if the representation set forth therein were set forth
in Section 8.3; provided, however, that Equitable may in no event
deliver more than six (6) DS Estoppel Certificates as provided in this
subsection 17.4, there shall be no more than one (1) DS Estoppel
Certificate for any one Mall and the limitation on survival set forth in
subsection 8.6.1 and the provisions of subsection 8.6.2 shall not apply
to any DS Estoppel Certificate.
          17.5   If Equitable elects not to deliver any Seller's
Estoppel Certificate or DS Estoppel Certificate, Equitable shall not
thereby be deemed to be in default hereunder and Purchaser's sole remedy
<PAGE> 54
shall be that which is set forth in Article 11.  At Equitable's request
and expense, Purchaser shall cooperate with Equitable and provide
Equitable with reasonable assistance in its attempt to obtain estoppel
letters from Anchors and Tenants required hereunder.
  18.  Notices.  Except as otherwise provided in this Agreement, all
notices, demands, requests, consents, approvals or other communications
which are required or permitted to be given under this Agreement or
which either party desires to give with respect to this Agreement shall
be in writing and shall be delivered by hand or sent by telecopy (with
the original sent by first-class mail, postage prepaid), or sent postage
prepaid, by registered or certified mail, return receipt requested, or
by reputable overnight courier service addressed to the party to be
notified as follows (or to such other address as such party shall have
specified at least ten (10) days prior thereto by like notice) and shall
be deemed given when so delivered by hand, telecopied, or if mailed,
three (3) Business Days after mailing (one (1) Business Day in case of
overnight courier service), as follows:

          if to Equitable, to:

          ERE Yarmouth
          3424 Peachtree Road, N.E.
          Suite 800
          Atlanta, Georgia 30326
          Attn:  Douglas T. Healy
          Telecopier:  (404) 848-8916

          with copies at the same time to:

          ERE Yarmouth
          3424 Peachtree Road, N.E.
          Suite 800
          Atlanta, Georgia  30326
          Attn:  Suman P. Gera
          Telecopier:  (404) 848-8916

          with copies at the same time to:

          Paul, Weiss, Rifkind, Wharton & Garrison
          1285 Avenue of the Americas
          New York, New York 10019-6064
          Attn:  Walter F. Leinhardt, Esq.
          Telecopier:  (212) 373-2771
<PAGE> 55     
          if to Purchaser, to:

          115 West Washington Street
          Indianapolis, Indiana  46204
          Attn: Bruce Gobeyn
          Telecopier:  (317) 685-7221

          and

          The Macerich Company
          2 Galleria Tower
          13455 Noel Rd., Suite 1480
          Dallas, Texas  75240
          Attn:  Edward Coppola
          Telecopier:  (972) 458-7021

          with copies at the same time to:

          115 West Washington Street
          Indianapolis, Indiana  46204
          Attn:  James M. Barkley, Esq.
          Telecopier:  (317) 685-7221

               and

          The Macerich Company
          233 Wilshire Blvd., Suite 700
          Santa Monica, California  90401
          Attn:  Richard Bayer, Esq.
          Telecopier:  (310) 395-2791

  19.  Further Assurances.  Each of Equitable and Purchaser agrees, at
any time and from time to time after the Closing, to execute,
acknowledge, where appropriate, and deliver such further instruments and
documents and to take such other action as the other party may
reasonably request in order to carry out the intents and purposes of
this Agreement, provided that such request is made by notice given
within two (2) years after the Closing Date.  If required by the other
party, the party making the request will bear the reasonable cost
involved.  Neither party shall be required to execute any instrument or
document pursuant to this Article 19 which would increase the liability
or obligations of such party over that provided for in this Agreement
<PAGE> 56
and the instruments and documents executed by such party pursuant
hereto.  The provisions of this Article 19 shall survive the Closing.
  20.  Captions.  The article and section titles or captions in this
Agreement and the Table of Contents and the Schedule of Exhibits
prefixed hereto are for convenience only and shall not be deemed to be
part of this Agreement.
  21.  Governing Law; Construction.  This Agreement shall be construed,
interpreted and enforced in accordance with the laws of the State of New
York applicable to contracts negotiated, executed and to be performed
wholly within such State; provided, however, that matters relating to
title to a Mall or instruments conveying or affecting such title shall
be governed by the laws of the state in which such Mall is located.
Each party hereto acknowledges that it was represented by counsel in
connection with this Agreement and the transactions contemplated herein,
that it and its counsel reviewed and participated in the preparation and
negotiation of this Agreement and the documents and instruments to be
delivered hereunder, and that any rule of construction to the effect
that ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this Agreement or the documents and
instruments to be delivered hereunder.
  22.  Entire Agreement; No Third Party Beneficiary, etc.  This
Agreement, including all Exhibits, contains the entire agreement between
the parties with respect to the subject matter hereof and supersedes all
prior understandings, if any, with respect thereto.  The parties have
made no representations with respect to the subject matter of this
Agreement and have given no warranties with respect to the subject
matter hereof except as expressly provided herein and/or expressly
provided in the documents delivered at Closing.  This Agreement may not
be modified, changed, supplemented or terminated, nor may any
obligations hereunder be waived, except by written instrument signed by
the party to be charged or by its agent duly authorized in writing or as
otherwise expressly permitted herein.  The parties do not intend to
confer any benefit hereunder on any person, firm, corporation or other
entity other than the parties hereto.  The provisions of this Article 22
shall survive the Closing or termination of this Agreement.
  23.  Waivers; Extensions.  No waiver of any breach of any agreement or
provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof or of any other agreement or provision herein
contained.  No extension of time for performance of any obligations or

acts shall be deemed an extension of the time for performance of any
other obligations or acts.  Whenever in this Agreement it is provided
that a document, such as an estoppel letter or good standing
certificate, must be dated within a specified number of days prior to
the Closing Date, the reference to the Closing Date in each such
provision shall be deemed to be February 2, 1998 and not any date to
which such Closing Date may be adjourned by agreement of the parties
hereto.  The provisions of this Article 23 shall survive the Closing or
termination of this Agreement.
  24.  Pronouns.  All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or
plural, as the identity of the parties may require.
  25.  Transaction Expenses; Fees and Disbursements of Counsel, etc.
       25.1     Transaction Expenses.  Equitable shall pay recording fees
and charges for documents required to remove exceptions to title which
do not constitute Permitted Exceptions and/or the cost of causing the
Title Company to omit or insure over any such exceptions, the cost of
updating the survey for each Mall, the fees of the Broker and all costs
incurred in connection with obtaining the Required Consents.  Equitable
and Purchaser shall each pay one-half of all recording charges and
escrow fees (except as provided in the preceding sentence) and one-half
of any documentary stamp taxes and surtaxes, transfer taxes and similar
charges payable in connection with the conveyance of the Malls by
Equitable to Purchaser.  Purchaser shall pay the premiums for the owners
policies of title insurance issued to Purchaser at Closing.  Equitable
shall pay all costs necessary to obtain the Rating Agency Approval
(exclusive of Purchaser's attorneys' fees, which shall be paid by
Purchaser).
      25.2  Other Expenses.  Subject to Section 25.1, each party shall
pay its own expenses in connection with the transaction contemplated in
this Agreement, including the fees, disbursements and charges of its own
counsel, accountants, consultants, experts and other advisors in
connection with the negotiation and preparation of this Agreement and
the Closing.
      25.3  Financial Statements; Appraisals.  Equitable shall, at its
sole cost and expense, cause to be prepared and delivered to Purchaser
the audited financial statements and appraisals of the Malls for 1997
which are required pursuant to the Existing Financing, as well as common
area maintenance expense calculations for each of the Malls for 1997,
such calculations to be in the form utilized in previous years are to be
<PAGE> 58
audited if the calculations for previous years were audited.  Further,
Equitable shall assist Purchaser in obtaining comfort letters and
similar documentation as may be required to permit Purchaser and its
affiliates to comply with applicable public reporting requirements
including Regulation Sx.
      25.4   Survival.  The provisions of this Article 25 shall survive
the Closing or (except for Section 25.3) the termination of this
Agreement.
   26.  Assignment.  Purchaser shall not, without the prior written
consent of Equitable, assign this Agreement or its rights hereunder, in
whole or in part, to any other person or entity; provided, however, that
Purchaser may designate a nominee to take title to the Malls at Closing
so long as such nominee is controlled by or under common control with
Purchaser and Rating Agency Approval has been obtained with respect to
such nominee.
   27.  Counterparts.  This Agreement may be executed in counterparts,
each of which (or any combination of which, signed by all of the
parties) shall be deemed an original, but all of which, taken together,
shall constitute one and the same instrument.
   28.  No Recording.  The parties agree that neither this Agreement nor
any memorandum or notice hereof shall be recorded or filed in any public
records except as required by law.  If Purchaser violates the terms of
this Article, Equitable, in addition to any other rights or remedies it
may have, may immediately terminate this Agreement by giving notice to
Purchaser of its election so to do and receive and retain the Deposit or
draw upon the Letter(s) of Credit as liquidated damages in accordance
with Section 16.1.  The provisions of this Article shall not be
construed as preventing Purchaser from filing a lis pendens against the
Malls in the event it institutes any litigation against Equitable with
respect to the transaction provided for herein and, under applicable
law, it is entitled to file such lis pendens.  The provisions of this
Article shall survive the Closing or any termination of this Agreement.
   29. Unitary Transaction.  The parties hereto agree that if the
Closing is to occur, it must be in respect of all thirteen Malls,
subject to Article 12, and unless the parties hereafter otherwise agree,
Purchaser shall not have the right to acquire, and Equitable shall not
have the right to require Purchaser to acquire, fewer than all of the
Malls.
   30. Prevailing Party's Attorneys' Fees.  In connection with any
litigation, including appellate proceedings, initiated by a party hereto
against the other party hereto and arising out of this Agreement or any
<PAGE> 59
instrument or document executed pursuant hereto, the party adjudicated
to be the substantially prevailing party shall be entitled to recover
reasonable attorneys' fees and disbursements from the other party.  The
provisions of this Article shall survive the Closing or the termination
of this Agreement.
   31. Radon Gas Notification.  In accordance with Florida Statutes
Section 404.056, Equitable hereby notifies Purchaser that radon is a
naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons
who are exposed to it over time.  Levels of radon that exceed federal
and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained
from the county public health unit.
   32.  Energy-Efficiency Rating Disclosure.  In accordance with Florida
Statutes Section 553.996, Purchaser may have the energy-efficiency
rating of Lake Square Mall determined.  Purchaser acknowledges that it
has received from Seller a copy of The Florida Building Energy-
Efficiency Rating System Brochure as provided by the State of Florida
Department of Community Affairs.
  33.  Waiver of Jury Trial.  THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHT THAT EITHER PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH, THE MALL, THE CONVEYANCE INSTRUMENT OR ANY
OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH, OR IN RESPECT OF ANY
COURSE OF CONDUCT, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF
EITHER PARTY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF THE
PARTIES TO ENTER INTO THIS TRANSACTION AND SHALL SURVIVE THE CLOSING OR
THE TERMINATION OF THIS AGREEMENT.
<PAGE> 60
     IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the day and year first above written.

                      SELLER:

                      THE EQUITABLE LIFE ASSURANCE
                      SOCIETY OF THE UNITED STATES


                      By:
                              Name:_____________________________________

                              Title:____________________________________


                         PURCHASER:

                      SM PORTFOLIO PARTNERS, a
                      Delaware general partnership
                      By:  MACERICH EQ LIMITED PARTNERSHIP, a California
                           limited partnership, a general partner
                           By:  MACERICH EQ GP CORP., a Delaware corporation, 
                                its general partner

                                By:
                                Its:

                      By:  SDG EQ DEVELOPERS
                           LIMITED PARTNERSHIP, a Delaware limited
                           partnership, a general partner
                           By:  SDG EQ ASSOCIATES, INC., a Delaware
                                corporation, its general partner

                                   By:
                                   Its:

The undersigned has executed this Agreement solely for the purpose of
agreeing to be bound by the provisions of Section 3.2

COMMONWEALTH LAND TITLE INSURANCE COMPANY

By:
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