JMB INCOME PROPERTIES LTD XIII, 10-K, 1994-03-29

JMB INCOME PROPERTIES LTD XIII
10-K, 1994-03-29
REAL ESTATE

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year
ended December 31, 1993 Commission file no. 000-19496

JMB INCOME PROPERTIES, LTD. - XIII
(Exact name of registrant as specified in its charter)

Illinois 36-3426137
(State of organization) (I.R.S. Employer Identification No.)

900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code 312-915-1987

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
- ------------------- -------------------------------

None None

Securities registered pursuant to Section 12(g) of the Act:

LIMITED PARTNERSHIP INTERESTS
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Park III of this Form 10-K or any amendment to
this Form 10-K - X

State the aggregate market value of the voting stock held by non-affiliates of
the registrant. Not applicable.

Certain pages of the prospectus of the registrant dated August 20, 1986, as
supplemented October 31, 1986 and January 26, 1987 and filed pursuant to Rules
424(b) and 424(c) under the Securities Act of 1933 are incorporated by
reference in Parts I and III of this Annual Report on Form 10-K.
TABLE OF CONTENTS

Page
----
PART I

Item 1. Business. . . . . . . . . . . . . . . . . . . . 1

Item 2. Properties. . . . . . . . . . . . . . . . . . . 4

Item 3. Legal Proceedings . . . . . . . . . . . . . . . 6

Item 4. Submission of Matters to a Vote of
Security Holders. . . . . . . . . . . . . . . . 6

PART II

Item 5. Market for the Partnership's Limited
Partnership Interests and Related
Security Holder Matters . . . . . . . . . . . . 6

Item 6. Selected Financial Data . . . . . . . . . . . . 7

Item 7. Management's Discussion and Analysis
of Financial Condition and
Results of Operations . . . . . . . . . . . . . 13

Item 8. Financial Statements and Supplementary Data . . 18

Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure. . . . . 43

PART III

Item 10. Directors and Executive Officers
of the Partnership. . . . . . . . . . . . . . . 43

Item 11. Executive Compensation. . . . . . . . . . . . . 46

Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . 47

Item 13. Certain Relationships and Related Transactions. 48

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K . . . . . . . . . . . . 48

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . 50

PART I

Item 1. Business

All references to "Notes" are to Notes to Consolidated Financial
Statements contained in this report.

The registrant, JMB Income Properties, Ltd. - XIII (the "Partnership"),
is a limited partnership formed in 1986 and currently governed by the Revised
Uniform Limited Partnership Act of the State of Illinois to invest in
income-producing properties, primarily existing commercial real properties.
On August 20, 1986, the Partnership commenced an offering to the public of
$100,000,000 (subject to increase by up to $250,000,000) in Limited
Partnership Interests (the "Interests") pursuant to a Registration Statement
on Form S-11 under the Securities Act of 1933 (Registration No. 33-4107). A
total of 126,409 Interests (at an offering price of $1,000 per Interest,
before discounts) were sold to the public and were issued to investors during
1987. The offering closed on April 14, 1987. No investor has made any
additional capital contribution after such date. The investors in the
Partnership share in their portion of the benefits of ownership of the
Partnership's real property investments according to the number of Interests
held.

The Partnership is engaged solely in the business of the acquisition,
operation, and sale and disposition of equity real estate investments. Such
equity investments are held by fee title and/or through joint venture
partnership interests. The Partnership's real property investments are
located throughout the nation, and it has no real estate investments located
outside the United States. A presentation of information about industry
segments, geographic regions, raw materials or seasonality is not applicable
and would not be material to an understanding of the Partnership's business
taken as a whole. Pursuant to the Partnership Agreement, the Partnership is
required to terminate on or before October 31, 2036. Accordingly, the
Partnership intends to hold the real properties it acquires for investment
purposes until such time as a sale or other disposition appears to be
advantageous. Unless otherwise described, the Partnership expects to hold its
properties for long-term investment where, due to current market conditions,
it is impossible to forecast the expected holding period. At the sale of a
particular property, the proceeds, if any, are generally distributed or
reinvested in existing properties rather than invested in acquiring additional
properties.

The Partnership has made the real property investments set forth in the
following table:
<TABLE>
<CAPTION>

SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1993,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION (f) SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. Mid Rivers Mall
St. Peters (St. Louis),
Missouri . . . . . . . . 323,100 sq.ft. 12/12/86 1/30/92 Fee ownership of land and
g.l.a. improvements (through
joint venture partnerships) (c)(d)
2. First Financial Plaza
Office Building
Encino (Los Angeles),
California . . . . . . . 216,000 sq.ft. 5/20/87 8% Fee ownership of land and
n.r.a. improvements (through
joint venture partnerships) (c)
3. Miami International Mall
Miami, Florida . . . . . 967,300 sq.ft. 1/1/88 11% Fee ownership of land and
g.l.a. improvements (through
joint venture partnerships) (c)
4. Rivertree Court
Shopping Center
Vernon Hills (Chicago),
Illinois . . . . . . . . 297,000 sq.ft. 10/20/88 23% Fee ownership of land and
g.l.a. improvements (b)(e)
5. Fountain Valley
Industrial Park
Industrial Buildings
Fountain Valley
(Los Angeles), California 393,100 sq.ft. 11/1/88 16% Fee ownership of land and
b.a. improvements (b)(e)
6. Cerritos Industrial Park
Industrial Buildings
Cerritos (Los Angeles),
California . . . . . . . 197,100 sq.ft. 11/1/88 7% Fee ownership of land and
b.a. improvements (b)
7. Adams/Wabash Self Park
Chicago, Illinois. . . . 671 spaces and 10/1/90 25% Fee ownership of land and
28,800 improvements (through
sq.ft. n.r.a. joint venture partnership) (c)<PAGE>
<FN>
- -----------------------

(a) The computation of this percentage for properties held at December 31,
1993 does not include amounts invested from sources other than the original
net proceeds of the public offering as described above and in Item 7.

(b) Reference is made to Note 4 and to Schedule XI filed with this annual
report for the current outstanding principal balances and a description of the
long-term mortgage indebtedness secured by the Partnership's real property
investments.

(c) Reference is made to Note 3 filed with this annual report for a
description of the joint venture partnerships through which the Partnership
made this real property investment.

(d) This property was sold January 30, 1992. Reference is made to Note 7 of
Notes to Consolidated Financial Statements filed with this annual report for a
description of the sale of such real property investment.

(e) Reference is made to Item 6 - Selected Financial Data for additional
operating and lease expiration data concerning this investment property.

(f) Reference is made to Item 8 - Schedules X and XI filed with the annual
report for further information concerning real estate taxes and depreciation.

</TABLE>
The Partnership's real property investments are subject to competition
from similar types of properties (including, in certain areas, properties
owned or advised by affiliates of the General Partners) in the vicinities in
which they are located. Such competition is generally for the retention of
existing tenants. Additionally, the Partnership is in competition for new
tenants in markets where significant vacancies are present. Reference is made
to Item 7 below for a discussion of competitive conditions and future
renovation and capital improvement plans of the Partnership and certain of its
significant investment properties. Approximate occupancy levels for the
properties are set forth in Item 2 below to which reference is hereby made.
The Partnership maintains the suitability and competitiveness of its
properties in its markets primarily on the basis of effective rents, tenant
allowances and service provided to tenants.

In the opinion of the Managing General Partner of the Partnership, all of
the investment properties held at December 31, 1993 are adequately insured.
Although there is earthquake insurance coverage for a portion of the value of
the Partnership's investment properties, the Managing General Partner does not
believe that such coverage for the entire replacement cost of the investment
properties is available on economic terms.

Reference is made to Note 8 for a schedule of minimum lease payments to
be received in each of the next five years, and in the aggregate thereafter,
under leases in effect at the Partnership's consolidated properties as of
December 31, 1993.

The Partnership has no employees.

The terms of transactions between the Partnership, the General Partners
and their affiliates are set forth in Item 11 below to which reference is
hereby made for a description of such terms and transactions.

Item 2. Properties

The Partnership owns directly or through joint venture partnerships the
properties or interests in the properties referred to under Item 1 above to
which reference is hereby made for a description of said properties.

The following is a listing of principal businesses or occupations carried
on in and approximate occupancy levels by quarter during fiscal years 1993 and
1992 for the Partnership's investment properties owned during 1993:
<TABLE>
<CAPTION>
1992 1993
------------------------------- ------------------------------
At At At At At At At At
Principal Business 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
------------------ ---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. First Financial Plaza
Encino (Los Angeles), California. . . University/Bank/
Housing Developer 92% 89% 87% 85% 85% 88% 84%(1) 85%(1)
2. Miami International Mall
Miami, Florida. . . . . . . . . . . . Retail 91% 93% 94% 94% 94% 95% 97% 98%
3. Rivertree Court Shopping Center
Vernon Hills (Chicago), Illinois. . . Retail 84% 95% 90% 90% 98% 98% 98% 97%
4. Fountain Valley Industrial Park
Fountain Valley (Los Angeles),
California. . . . . . . . . . . . . . Retail/Lighting
Systems Manufac-
turer/Nuts and
Bolts Distributor 58%(2) 65%(2) 74%(2) 74%(2) 69%(2) 63%(2) 85%(2) 85%(2)
5. Cerritos Industrial Park
Cerritos (Los Angeles),
California. . . . . . . . . . . . . . Aircraft Parts
Manufacturer/Spa
Manufacturer/
Tire Distributor 70% 77% 91% 84% 93% 100% 100% 100%
6. Adams/Wabash Self Park
Chicago, Illinois . . . . . . . . . . Parking Garage * * * * * * * *
<FN>
- --------------------

An asterisk indicates that the property is primarily a parking garage and occupancy information is not
applicable. However, the approximate occupancy level for the retail portion of the structure as of December 31,
1993 is 47%.

(1) The percentage represents physical occupancy. Mitsubishi (8,109 square feet) vacated its space
in July 1993 prior to its lease expiration of January 1997 and continues to pay rent pursuant to its lease obligation.
Including the Mitsubishi lease and recently executed leases, First Financial Plaza is 87% and 91% leased as of September 31,
1993 and December 31, 1993, respectively.

(2) The percentage represents physical occupancy. Newport Corporation (102,054 square feet) vacated its space
in March 1992, prior to its lease expiration of May 31, 1995 and has continued to pay rent pursuant to its lease obligations.
In the third quarter of 1993, 77,028 square feet was re-leased to Fry's Electronics, and 25,026 square feet has been leased
to a sub-tenant. Therefore, from the first quarter of 1992 through the second quarter of 1993, the property has been 26%
greater leased than occupied.

Reference is made to Item 6, Item 7 and Note 8 for further information regarding property occupancy, competitive
conditions and tenant leases at the Partnership's investment properties.

</TABLE>
ITEM 3. LEGAL PROCEEDINGS

The Partnership is not subject to any material pending legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of holders of Interests during
fiscal years 1993 and 1992.

PART II

ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS

As of December 31, 1993, there were 9,335 record holders of Interests of
the Partnership. There is no public market for Interests, and it is not
anticipated that a public market for Interests will develop. Upon request,
the Managing General Partner may provide information relating to a prospective
transfer of Interests to an investor desiring to transfer his Interests. The
price to be paid for the Interests, as well as any other economic aspects of
the transaction, will be subject to negotiation by the investor. However,
there are restrictions governing the transferability of these Interests as
described in "Transferability of Partnership Interests" on pages A-31 to A-33
of the Partnership Agreement.

Reference is made to Item 6 below for a discussion of cash distributions
made to the Limited Partners.
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

YEARS ENDED DECEMBER 31, 1993, 1992, 1991, 1990 AND 1989

(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<CAPTION>
1993 1992 1991 1990 1989
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income . . . . . . . . . . . . . . . $ 12,292,002 11,140,476 10,134,959 10,337,178 9,378,455
============ ============ ============ ============ ===========
Operating earnings . . . . . . . . . . . . $ 3,179,510 2,206,794 836,374 2,558,774 2,984,452
Partnership's share of operations
of unconsolidated ventures. . . . . . . . (157,847) (251,748) (469,751) 73,821 (57,695)
------------ ------------ ------------ ------------ ------------
Net operating earnings . . . . . . . . 3,021,663 1,955,046 366,623 2,632,595 2,926,757
Partnership's share of gain on sale of
investment property and gain on sale of
land from unconsolidated venture . . . . 346,208 6,366,463 -- -- --
------------ ------------ ------------ ------------ ------------
Net earnings before partnership's share of
extraordinary item from unconsolidated
venture. . . . . . . . . . . . . . . . . 3,367,871 8,321,509 366,623 2,632,595 2,926,757
Partnership's share of extraordinary item
from unconsolidated venture. . . . . . . (521,183) -- -- -- --
------------ ------------ ------------ ------------ ------------
Net earnings . . . . . . . . . . . . . . . $ 2,846,688 8,321,509 366,623 2,632,595 2,926,757
============ ============ ============ ============ ===========
Net earnings per Interest (b):
Net operating earnings . . . . . . . . . $ 22.95 14.85 2.78 19.99 22.23
Partnership's share of gain on
investment property and share
of gain on sale of land from
unconsolidated venture. . . . . . . . . 2.71 49.86 -- -- --
Partnership's share of extraordinary
item from unconsolidated venture. . . . (3.96) -- -- -- --
------------ ------------ ------------ ------------ ------------
Net earnings per Interest. . . . . . . $ 21.70 64.71 2.78 19.99 22.23
============ ============ ============ ============ ===========
Total assets . . . . . . . . . . . . . . . $113,581,933 115,959,504 119,093,611 123,698,536 128,944,388
Long-term debt . . . . . . . . . . . . . . $ 26,700,000 15,700,000 26,700,000 26,700,000 26,700,000
Cash distributions per Interest (c). . . . $ 40.00 85.00 43.50 54.00 54.00
============ ============ ============ ============ =========== <PAGE>
<FN>
- -------------

(a) The above selected financial data should be read in conjunction with
the financial statements and the related notes appearing elsewhere in this
annual report.

(b) The net earnings per Interest is based upon the Interests outstanding
at the end of each period (126,414).

(c) Cash distributions to the Limited Partners since the inception of the
Partnership have not resulted in taxable income to such Limited Partners and
have therefore represented a return of capital. Each partner's taxable income
(loss) from the Partnership in each year is equal to his allocable share of
the taxable income (loss) of the Partnership, without regard to the cash
generated or distributed by the Partnership.

</TABLE>
<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1993

Property
- --------

Fountain Valley
Industrial Park a) The GLA historical occupancy rate and average base rent per square foot for the last five years
were as follows:

Year Ending GLA Avg. Base Rent Per
December 31, Occupancy Rate (1) Square Foot (2)
------------ ----------------- ------------------
<S> <C> <C> <C> <C>

1989 . . . . . 87% $4.79
1990 . . . . . 100% 5.10
1991 . . . . . 84% 5.47
1992 . . . . . 74% 5.96
1993 . . . . . 85% 5.31
<FN>
(1) As of December 31 of each year.
(2) Average base rent per square foot is based on GLA occupied as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- ------------------
<S> <C> <C> <C> <C> <C> <C>

Fry's Electronics 77,028 $231,084 7/2005 7/2010
(Retail) 7/2015
</TABLE>
<TABLE>
<CAPTION>
c) The following table sets forth certain information with respect to the expiration of leases
for the next ten years at the Fountain Valley Industrial Park:

Property
- --------

Rivertree Court
Shopping Center a) The GLA historical occupancy rate and average base rent
per square foot for the last five years were as follows:

Year Ending GLA Avg. Base Rent Per
December 31, Occupancy Rate (1) Square Foot (2)
------------ ----------------- ------------------
<S> <C> <C> <C> <C>

1989 . . . . . 90% $11.66
1990 . . . . . 91% 11.30
1991 . . . . . 83% 12.97
1992 . . . . . 90% 11.28
1993 . . . . . 97% 11.52
<FN>
(1) As of December 31 of each year.
(2) Average base rent per square foot is based on GLA occupied
as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- ------------------
<S> <C> <C> <C> <C> <C> <C>

Phar-Mor Inc. (2) 40,560 $294,100 3/2003 $8.25 psf through 3/2008
(Drug Store) $8.75 psf through 3/2013
$9.25 psf through 3/2018

Cineplex Odeon 40,000 720,000 2/2008 $24.00 psf through 2/2013
(Cinema) $26.00 psf through 2/2018
</TABLE>
<TABLE>
<CAPTION>
c) The following table sets forth certain information with respect to the expiration of leases
for the next ten years at the Rivertree Court Shopping Center:

Annualized Percent of
Number of Approx. Total Base Rent Total 1993
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1994 7 18,946 $309,100 9%
1995 6 8,402 157,100 5%
1996 8 20,127 303,900 9%
1997 2 3,331 52,100 1%
1998 8 58,104 586,400 18%
1999 4 10,819 159,500 5%
2000 1 4,942 -- - (3)
2001 1 15,140 126,400 4%
2002 2 7,024 93,000 3%
2003 1 40,560 294,100 9%
2004 1 25,031 244,100 7%
<FN>
(1) Excludes leases that expire in 1994 for which renewal leases or leases with
replacement tenants have been executed as of March 25, 1994.
(2) During the third quarter of 1992, Phar-Mor filed for protection under Chapter XI of the
United States Bankruptcy Code. The Phar-Mor store at the Rivertree Court Shopping Center continues
to operate and pay rent pursuant to its lease obligation.
(3) Due to rental concessions in 1993, the tenant paid no base rent in 1993.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

On August 20, 1986, the Partnership commenced an offering to the public
of $100,000,000, subject to increase by up to $250,000,000, of Interests
pursuant to a Registration Statement on Form S-11 under the Securities Act of
1933. On April 14, 1987, the offering was consummated and a total of 126,409
Interests were issued to the public by the Partnership from which the
Partnership received gross proceeds of $126,409,000. After deducting selling
expenses and other offering costs, the Partnership had approximately
$113,741,000 with which to make investments primarily in existing commercial
real property, to pay legal fees and other costs (including acquisition fees)
related to such investments and to satisfy working capital requirements. A
portion of such proceeds was utilized to acquire the properties described in
Item 1 above.

At December 31, 1993, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $1,300,000. Such funds and short-
term investments of approximately $11,520,000 are available for future distri-
butions to partners, working capital requirements, anticipated releasing costs
at the Rivertree Court Shopping Center and to make additional investments in
the venture which owns the First Financial Plaza Office Building as described
in Note 3. As more fully described in Note 5, distributions to the General
Partners have been deferred in accordance with the subordination requirements
of the Partnership Agreement. The Partnership and its consolidated venture
have currently budgeted in 1994 approximately $689,000 for tenant improvements
and other capital expenditures. The Partnership's share of such items and its
share of similar items for its unconsolidated ventures in 1994 is currently
budgeted to be approximately $950,000. Actual amounts expended in 1994 may
vary depending on a number of factors including actual leasing activity,
results of property operations, liquidity considerations and other market
conditions over the course of the year. The source of capital for such items
and for both short-term and long-term future liquidity and distributions is
expected to be through cash generated by the Partnership's investment
properties and through the sale of such investments. The Partnership's and
its ventures' mortgage obligations are all non-recourse. Therefore, the
Partnership and its ventures are not obligated to pay mortgage indebtedness
unless the related property produces sufficient net cash flow from operations
or sale.

In 1992, the Partnership paid approximately $345,000 relating to
significant seismic-related improvements made to certain buildings at the
Fountain Valley and Cerritos Industrial Parks in 1991. In 1993, the
Partnership paid approximately $305,000 to complete significant land and
building improvements at the Cerritos Industrial Park originally budgeted in
1992 as a result of a mandate from the City of Cerritos. In 1995 and 1996,
leases at the Cerritos Industrial Park representing 33% and 22%, respectively,
of the leasable square footage are scheduled to expire, not all of which are
expected to be renewed.

The Fountain Valley Industrial Park currently operates in a market with
industrial vacancy rates ranging from 15% to 16%. Fountain Valley is
currently 85% leased and occupied. The Partnership and the Newport
Corporation, which vacated in March 1992 prior to its 1995 lease expiration
and continues to pay rent pursuant to its one remaining lease obligation,
entered into an agreement to terminate one of Newport's leases for
approximately 77,000 square feet (representing approximately 20% of the
leasable square footage at the property) in July 1993 for a $487,000 fee paid
to the Partnership. The space has been leased to Fry's Electronics, an
electronics retailer, for a twelve-year term effective July 1993.
International Tile vacated its approximate 36,000 square feet in August 1993
prior to its lease expiration in 1997. In January 1994, International Tile
filed for protection under Chapter XI of the United States Bankruptcy Code.
It is unlikely that the Partnership will collect the approximate $90,000 owed
by International Tile at December 31, 1993. In 1995 and 1996, leases
representing 21% and 13%, respectively, of the leasable square footage at
Fountain Valley are scheduled to expire, not all of which are expected to be
renewed.

Currently, as leases at the Fountain Valley and Cerritos Industrial Parks
expire, lease renewals and new leases will likely be at rental rates less than
the rates on existing leases. The supply of industrial space has caused
increased competition for tenants, a corresponding decline in rental rates and
a corresponding increase in time required to re-lease tenant space in these
markets. This anticipated decline in rental rates and anticipated increase in
re-leasing time will result in a decrease in cash flow from operations over
the near term. Fountain Valley incurred minimal damage and Cerritos incurred
no damage as a result of the earthquake in southern California on January 17,
1994.

In February 1994, the Partnership extended and increased the first
mortgage loan in the principal amount to $11,200,000, which is secured by the
Fountain Valley and Cerritos Industrial Parks. The extended loan bears
interest at a rate of 7.32% per annum, provides for monthly payments of
principal and interest based on a twenty-year amortization period and matures
March 1, 2001. After payment of costs and fees related to the re-financing,
there were no distributable proceeds from the loan extension. Prior to the
extension, the Partnership had entered into a forbearance agreement with the
lender providing, among other things, that the lender agreed not to exercise
its rights and remedies under the original loan documents from November 2,
1993, the original maturity date, until January 31, 1994. The Partnership
continued to pay interest only at an annual rate of 8.83% on the original
$11,000,000 principal balance through the effective date of the refinancing.

As of December 31, 1993, the Partnership has made an aggregate investment
of approximately $24,994,000 relating to a maximum total commitment of
$25,750,000 to an existing partnership (Adams/Wabash) that constructed a
parking garage and retail space structure known as the Adams/Wabash Self Park
as described in Note 3(e). The Partnership is not required to increase this
original aggregate investment. Pursuant to the Adams/Wabash Partnership
Agreement, the Partnership's interest in the venture increased from 49.9% to
74.9% effective October 1, 1993.

The Rivertree Court Shopping Center operates in a market which is
experiencing significant growth in the commercial and residential sectors.
The growth in the area is expected to continue in the next several years.
However, in January 1994, Filene's Basement vacated their space of
approximately 26,000 square feet (representing approximately 9% of the
leasable square footage at the property) but continues to pay rent pursuant to
its lease. The Partnership is finalizing its approval of a sub-tenant for the
Filene's store. During the third quarter of 1992, Highland Superstores, Inc.
and Phar-Mor, both of which then had stores at the Rivertree Court Shopping
Center, filed for protection under Chapter XI of the United States Bankruptcy
Code. Highland vacated its space at the end of August 1992. The Partnership
has leased the Highland space to Best Buy, an appliance and home electronics
retailer, which opened during February 1993. The Phar-Mor store at the center
continues to operate and pay rent under its lease obligation since its
bankruptcy filing. The Partnership has received no notification of Phar-Mor's
intentions regarding the continued operations of this store. However, the
Partnership has finalized negotiations with a replacement tenant should Phar-
Mor vacate its space in the near future.

On January 30, 1992, the Partnership, through JMB/Mid Rivers Mall
Associates, sold its interest in the Mid Rivers Mall located in St. Peters,
Missouri to the unaffiliated joint venture partner. The Partnership received
in connection with the sale, after all fees, expenses and joint venture
partner's participation, a net amount of cash of $13,250,000. See Note 7 for
a further description of this transaction.

The West Dade joint venture which owns the Miami International Mall
entered into an agreement with J.C. Penney which opened a department store at
the mall in October 1992 (see Note 3(d)). The addition of J.C. Penney has had
a positive impact on the operations of the mall. During the third quarter of
1992, the property experienced storm damage caused by Hurricane Andrew. It
has been determined that structural damage to the building was minimal;
however, the landscaping surrounding the building, including the irrigation
system and street curbs, was impacted more severely. All repairs necessary to
continue operations have been made. The Partnership believes West Dade has
adequate insurance coverage for this damage. A claim has been submitted to
the property's insurance company for approximately $750,000. In January 1994,
a partial settlement of approximately $710,000 of the expected insurance
proceeds had been received.

West Dade sold a 3.9 acre outparcel of land at the Miami International
Mall in June 1993 for a net sale price of approximately $1,560,000, after
certain selling costs, of which the Partnership's share was approximately
$390,000. For financial reporting purposes, West Dade has recognized a gain
in 1993 of approximately $1,385,000, of which the Partnership's share is
approximately $346,000. West Dade is currently negotiating the sale of an
additional 4 acre outparcel of land.

At December 31, 1993, the First Financial Plaza office building is
approximately 85% occupied. In July 1993, Mitsubishi vacated its approximate
8,100 square feet prior to its lease expiration of January 1997 and continues
to pay rent pursuant to its lease obligation. Including the Misubishi lease
and recently executed leases, the building is 91% leased. In 1994, leases
representing approximately 20% of the leasable square footage are scheduled to
expire. Although renewal discussions with the majority of these tenants have
been favorable, there can be no assurance that all of these tenants will renew
their leases upon expiration. The Los Angeles office market in general and
the Encino submarket in particular have become extremely competitive resulting
in higher rental concession granted to tenants and flat or decreasing market
rental rates. Furthermore, due to the recession in southern California and to
concerns regarding tenants' ability to perform under current lease terms, the
venture has granted rent deferrals and other forms of rent relief to several
tenants including First Financial Housing, an affiliate of the unaffiliated
venture partner. The property incurred minimal damage as a result of the
earthquake in southern California on January 17, 1994.

There are certain risks associated with the Partnership's investments made
through joint ventures including the possibility that the Partnership's joint
venture partners in an investment might become unable or unwilling to fulfill
their financial or other obligations, or that such joint venture partners may
have economic or business interest or goals that are inconsistent with those
of the Partnership.

In response to the weakness of the economy and the limited amount of
available real estate financing in particular, the Partnership is taking steps
to preserve its working capital. Therefore, the Partnership is carefully
scrutinizing the appropriateness of any discretionary expenditures,
particularly in relation to the amount of working capital it has available.
By conserving working capital, the Partnership will be in a better position to
meet future needs of its properties without having to rely on external
financing sources.<PAGE>
RESULTS OF OPERATIONS

The increase in interest, rents, and other receivables as of December 31,
1993 as compared to December 31, 1992 is primarily due to the timing of the
collection of tenant escalations at the Rivertree Court Shopping Center.

The increase in deferred expenses as of December 31, 1993 as compared to
December 31, 1992 and the related amortization expense for the year ended
December 31, 1993 as compared to the year ended December 31, 1992 is primarily
due to the capitalization and amortization of the lease commissions related to
the 1993 commencement of the Fry's Electronics lease at the Fountain Valley
Industrial Park. The decrease in amortization expense for the year ended
December 31, 1992 as compared to the year ended December 31, 1991 is primarily
due to the write off of deferred lease costs relating to a tenant vacating its
space at the Fountain Valley Industrial Park in 1991.

The decrease in current portion of long-term debt and the corresponding
increase in long-term debt at December 31, 1993 as compared to December 31,
1992 is due to the extension of the $11,000,000 first mortgage loan secured by
the Fountain Valley and Cerritos Industrial Parks subsequent to December 31,
1993 (see Note 4(b)).

The increase in rental income for the year ended December 31, 1993 as
compared to the year ended December 31, 1992 is primarily due to higher
average occupancy levels at the Adams/Wabash Self Park, the Rivertree Court
Shopping Center, and the Fountain Valley and Cerritos Industrial Parks. The
increase in rental income is also due to the $487,000 termination fee received
for the termination of one of the Newport Corporation lease obligations at the
Fountain Valley Industrial Park in July 1993. In addition, parking revenue at
the Adams/Wabash Self Park increased due to two monthly parking contracts
which were executed during October 1992 and to increased activity from the
Palmer House Hotel parking contract. The increase in leasing at the above-
mentioned properties has also resulted in an increase in accrued rents
receivable at December 31, 1993 as compared to December 31, 1992.

The increase in rental income for the year ended December 31, 1992 as
compared to the year ended December 31, 1991 is primarily due to an increase
in parking revenue at the Adams/Wabash investment property due to two monthly
parking contracts which were executed during October 1992 and to increased
activity from the Palmer House Hotel parking contract. In addition, rental
income from the retail space at the Adams/Wabash investment property increased
due to higher average occupancy levels during 1992 as compared to 1991.
Fountain Valley Industrial Park also received a partial bankruptcy settlement
of $80,000 in 1992.

The decrease in interest income for the year ended December 31, 1993 as
compared to the year ended December 31, 1992 and the increase in interest
income for the year ended December 31, 1992 as compared to the year ended
December 31, 1991 are primarily due to the Partnership maintaining a higher
average invested balance in U.S. Government obligations during 1992. The
higher average invested balance resulted primarily from the receipt of cash
proceeds (a portion of which were subsequently distributed to the Limited
Partners in 1992) from the sale of the Partnership's interest in the Mid
Rivers Mall in January 1992.

The decrease in the amount of loss from Partnership's share of operations
of unconsolidated ventures for the year ended December 31, 1993 as compared to
the year ended December 31, 1992 is due primarily to increased operations at
the Miami International Mall. The decrease in the amount of loss from
Partnership's share of operations of unconsolidated ventures for the year
ended December 31, 1992 as compared to the year ended December 31, 1991 is
primarily due to the sale of the Partnership's interest in the Mid Rivers
Mall.

The decrease in Partnership's share of gain on sale of investment
property and gain on sale of land from unconsolidated venture for the year
ended December 31, 1993 as compared to the year ended December 31, 1992 and
the increase for the year ended December 31, 1992 as compared to the year
ended December 31, 1991 are primarily due to the gain recognized in connection
with the sale of the Partnership's interest in the Mid Rivers Mall in January
1992, partially offset by the sale of a 3.9 acre outparcel of land at the
Miami International Mall in June 1993 (see Note 3(d)).

The decrease in extraordinary item from unconsolidated venture for the
year ended December 31, 1993 as compared to the year ended December 31, 1992
is primarily due to a prepayment penalty to the first mortgage lender as a
result of the loan refinancing at the Miami International Mall in December
1993 (see Note 3(d)).

INFLATION

Due to the decrease in the level of inflation in recent years, inflation
generally has not had a material effect on rental income or property operating
expenses.

To the extent that inflation in future periods does have an adverse
impact on property operating expenses, the effect will generally be offset by
amounts recovered from tenants as many of the long-term leases at the
Partnership's commercial properties have escalation clauses covering increases
in the cost of operating and maintaining the properties as well as real estate
taxes. Therefore, there should be little effect on operating earnings if the
properties remain substantially occupied. In addition, substantially all of
the leases at the Partnership's shopping center investment property contain
provisions which entitle the Partnership to participate in gross receipts of
tenants above fixed minimum amounts.

Future inflation may also cause capital appreciation of the Partnership's
investment properties over a period of time to the extent that rental rates
and replacement costs of properties increase.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

INDEX

Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1993 and 1992

Consolidated Statements of Operations, years ended December 31, 1993, 1992
and 1991

Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1993, 1992 and 1991

Consolidated Statements of Cash Flows, years ended December 31, 1993,
1992 and 1991

Notes to Consolidated Financial Statements

SCHEDULE
--------

Supplementary Income Statement Information X
Consolidated Real Estate and Accumulated Depreciation XI

SCHEDULES NOT FILED:

All schedules other than those indicated in the index have been omitted
as the required information is inapplicable or the information is presented in
the consolidated financial statements or related notes.

INDEPENDENT AUDITORS' REPORT

The Partners
JMB INCOME PROPERTIES, LTD. - XIII:

We have audited the consolidated financial statements of JMB Income
Properties, Ltd. - XIII (a limited partnership) and consolidated venture as
listed in the accompanying index. In connection with our audits of the
consolidated financial statements, we also have audited the financial
statement schedules as listed in the accompanying index. These consolidated
financial statements and financial statement schedules are the responsibility
of the General Partners of the Partnership. Our responsibility is to express
an opinion on these consolidated financial statements and financial statement
schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the General Partners of the Partnership, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of JMB Income
Properties, Ltd. - XIII and consolidated venture at December 31, 1993 and
1992, and the results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 1993, in conformity with
generally accepted accounting principles. Also in our opinion, the related
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

KPMG PEAT MARWICK

Chicago, Illinois
March 22, 1994
<TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1993 AND 1992

ASSETS
------
<CAPTION>
1993 1992
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,301,466 3,428,494
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,520,463 9,697,729
Interest, rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,039,884 716,021
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,608 62,411
------------ -----------

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,929,421 13,904,655

Investment properties, at cost (notes 2, 4 and 8) - Schedule XI:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,566,702 23,566,702
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,953,712 74,228,340
------------ -----------

98,520,414 97,795,042
Less: accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,626,188) (9,149,275)
------------ -----------

Total investment properties, net of accumulated depreciation. . . . . . . . . . . . . . . . . 86,894,226 88,645,767

Investments in unconsolidated ventures, at equity (notes 3 and 10) . . . . . . . . . . . . . . . . . . 10,779,381 11,840,422
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 805,423 585,219
Accrued rents receivable (note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,173,482 983,441
------------ -----------

$113,581,933 115,959,504
============ ===========
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS - CONTINUED

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
----------------------------------------------------
1993 1992
------------ -----------

Current liabilities:
Current portion of long-term debt (note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 11,000,000
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215,713 179,953
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212,168 212,168
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,155,752 1,108,953
------------ -----------

Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,583,633 12,501,074

Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310,468 367,771
Long-term debt (note 4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,700,000 15,700,000
------------ -----------

Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,594,101 28,568,845
------------ -----------

Partners' capital accounts (deficits) (notes 1 and 5):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600,395 496,914
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,088,351) (946,472)
------------ -----------
(467,956) (429,558)
------------ -----------
Limited partners (126,414 interests):
Capital contributions, net of offering costs . . . . . . . . . . . . . . . . . . . . . . . . . 113,741,315 113,741,315
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,444,026 16,700,819
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (47,729,553) (42,621,917)
------------ -----------
85,455,788 87,820,217
------------ -----------
Total partners' capital accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,987,832 87,390,659
------------ -----------
Commitments and contingencies (notes 3, 4 and 8)
$113,581,933 115,959,504
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<CAPTION> 1993 1992 1991
----------- ----------- -----------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,897,992 10,490,689 9,689,131
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 394,010 649,787 445,828
----------- ----------- -----------
12,292,002 11,140,476 10,134,959
----------- ----------- -----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . . . . . 2,546,010 2,546,010 2,546,010
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,476,913 2,454,001 2,415,414
Property operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 3,529,702 3,263,607 3,497,218
Professional services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192,239 268,480 206,812
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . 175,953 150,274 259,006
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . 191,675 251,310 374,125
----------- ----------- -----------
9,112,492 8,933,682 9,298,585
----------- ----------- -----------
Operating earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,179,510 2,206,794 836,374
Partnership's share of operations of unconsolidated ventures (note 3). . . . . . (157,847) (251,748) (469,751)
----------- ----------- -----------
Net operating earnings . . . . . . . . . . . . . . . . . . . . . . . . . 3,021,663 1,955,046 366,623
Partnership's share of gain on sale of investment property and gain
on sale of land from unconsolidated venture (notes 3(d) and 7) . . . . . . . . 346,208 6,366,463 --
----------- ----------- -----------
Net earnings before Partnership's share of extraordinary item from
unconsolidated venture . . . . . . . . . . . . . . . . . . . . . . . . $ 3,367,871 8,321,509 366,623
Partnership's share of extraordinary item from unconsolidated venture (note 3(d)) (521,183) -- --
----------- ----------- -----------
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,846,688 8,321,509 366,623
=========== =========== ===========
Net earnings per limited partnership interest (note 1):
Net operating earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22.95 14.85 2.78
Partnership's share of gain on sale of investment property and gain on sale of
land from unconsolidated venture . . . . . . . . . . . . . . . . . . . . . . 2.71 49.86 --
Partnership's share of extraordinary item from unconsolidated venture. . . . . (3.96) -- --
----------- ----------- -----------
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 21.70 64.71 2.78
=========== =========== ===========
<fs>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (126,414 INTEREST)
------------------------------------------------------- --------------------------------------------------
CONTRI-
BUTIONS
NET OF
CONTRI- NET CASH OFFERING NET CASH
BUTIONS EARNINGS DISTRIBUTIONS TOTAL COSTS EARNINGS DISTRIBUTIONS TOTAL
-------- ---------- ------------- -------- ----------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance (deficit) at
December 31, 1990 .$20,000 340,383 (650,300) (289,917) 113,741,315 8,169,218 (26,213,635) 95,696,898

Net earnings . . . . -- 14,665 -- 14,665 -- 351,958 -- 351,958
Cash distributions
($43.50 per
Interest) . . . . . -- -- (154,293) (154,293) -- -- (5,554,555) (5,554,555)
-------- -------- ---------- -------- ----------- ---------- ----------- -----------
Balance (deficit) at
December 31, 1991 . 20,000 355,048 (804,593) (429,545) 113,741,315 8,521,176 (31,768,190) 90,494,301

Net earnings . . . . -- 141,866 -- 141,866 -- 8,179,643 -- 8,179,643
Cash distributions
($85.00 per
Interest) . . . . . -- -- (141,879) (141,879) -- -- (10,853,727) (10,853,727)
-------- -------- ---------- -------- ----------- ---------- ----------- -----------

Balance (deficit) at
December 31, 1992 . 20,000 496,914 (946,472) (429,558) 113,741,315 16,700,819 (42,621,917) 87,820,217

Net earnings . . . . -- 103,481 -- 103,481 -- 2,743,207 -- 2,743,207
Cash distributions
($40.00 per
Interest) . . . . . -- -- (141,879) (141,879) -- -- (5,107,636) (5,107,636)
-------- -------- ---------- -------- ----------- ---------- ----------- -----------
Balance (deficit) at
December 31, 1993 .$20,000 600,395 (1,088,351) (467,956) 113,741,315 19,444,026 (47,729,553) 85,455,788
======== ======== ========== ======== =========== ========== =========== ===========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

<CAPTION>
1993 1992 1991
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,846,688 8,321,509 366,623
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,476,913 2,454,001 2,415,414
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . 175,953 150,274 259,006
Partnership's share of operations of unconsolidated ventures . . . . . . . . 157,847 251,748 469,751
Partnership's share of gain on sale of investment property and gain
on sale of land from unconsolidated venture. . . . . . . . . . . . . . . . (346,208) (6,366,463) --
Partnership's share of extraordinary item from unconsolidated venture. . . . 521,183 -- --
Changes in:
Interest, rents and other receivables. . . . . . . . . . . . . . . . . . . . (323,863) 222,377 116,450
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,197) 8,135 (12,630)
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . (190,041) (134,248) (263,027)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,760 (105,657) (116,445)
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 46,799 (74,663) 580,972
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . (57,303) 34,480 (27,659)
----------- ----------- -----------

Net cash provided by operating activities. . . . . . . . . . . . . . . . 5,338,531 4,761,493 3,788,455
----------- ----------- -----------

Cash flows from investing activities:
Net (purchases) sales of short-term investments. . . . . . . . . . . . . . . . (1,822,734) (4,545,928) 2,660,649
Additions to investment properties (net of related payables) . . . . . . . . . (725,372) (961,888) (1,709,239)
Partnership's distributions from unconsolidated ventures and proceeds from sale
of investment property . . . . . . . . . . . . . . . . . . . . . . . . . . . 782,450 14,101,640 2,990,811
Partnership's contributions to unconsolidated ventures . . . . . . . . . . . . (54,231) (218,357) (1,083,253)
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . (396,157) (229,024) (272,073)
----------- ----------- -----------

Net cash provided by (used in) investing activities. . . . . . . . . . . (2,216,044) 8,146,443 2,586,895
----------- ----------- -----------
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1993 1992 1991
----------- ----------- -----------
Cash flows from financing activities:
Distributions to limited partners. . . . . . . . . . . . . . . . . . . . . . . (5,107,636) (10,853,727) (5,554,555)
Distributions to general partners. . . . . . . . . . . . . . . . . . . . . . . (141,879) (141,879) (154,293)
----------- ----------- -----------
Net cash used in financing activities. . . . . . . . . . . . . . . . . . (5,249,515) (10,995,606) (5,708,848)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . $(2,127,028) 1,912,330 666,502
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . . . . . . . . $ 2,546,010 2,546,010 2,546,010
=========== =========== ===========
Non-cash investing and financing activities. . . . . . . . . . . . . . . . . . $ -- -- --
=========== =========== ===========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

(1) BASIS OF ACCOUNTING

The accompanying consolidated financial statements include the accounts
of the Partnership and one of its ventures, Adams/Wabash Limited Partnership
("Adams/Wabash"). The effect of all transactions between the Partnership and
Adams/Wabash have been eliminated in the consolidated financial statements.
The equity method of accounting has been applied in the accompanying financial
statements with respect to the Partnership's interests in JMB/Mid Rivers
Associates ("JMB/Rivers") (see note 7), JMB First Financial Associates ("First
Financial") and JMB/Miami International Associates ("JMB/Miami").
Accordingly, the accompanying financial statements do not include the accounts
of JMB/Rivers, First Financial and JMB/Miami.

The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying financial statements have been prepared from such records after
making appropriate adjustments where applicable to reflect the Partnership's
accounts in accordance with generally accepted accounting principles ("GAAP").

Such adjustments are not recorded on the records of the Partnership.

The net effect of these items is summarized as follows for the years
ended December 31, 1993 and 1992:
<TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

1993 1992
------------------------------ ------------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . . . . . . . . . . . . . . . $113,581,933 123,643,503 115,959,504 126,904,215

Partners' capital accounts
(deficits) (note 5):
General partners . . . . . . . . . . . . . . . . . . . . (467,956) (891,359) (429,558) (829,950)
Limited partners . . . . . . . . . . . . . . . . . . . . 85,455,788 96,127,046 87,820,217 99,331,009

Net earnings (note 5):
General partners . . . . . . . . . . . . . . . . . . . . 103,481 80,469 141,866 103,644
Limited partners . . . . . . . . . . . . . . . . . . . . 2,743,207 1,903,674 8,179,643 8,442,733

Net earnings per Interest. . . . . . . . . . . . . . . . . 21.70 15.06 64.71 66.79
=========== =========== =========== ============

</TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The net earnings (loss) per limited partnership interest is based upon
the limited partnership interests outstanding at the end of the period
(126,414). Deficit capital accounts will result, through the duration of the
Partnership, in net gain for financial reporting and income tax purposes.

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement. Partnership
distributions from its unconsolidated ventures are considered cash flow from
operating activities only to the extent of the Partnership's cumulative share
of net earnings. The Partnership records amounts held in U.S. Government
obligations at cost, which approximates market. For the purposes of these
statements, the Partnership's policy is to consider all such amounts held with
original maturities of three months or less ($0 and $1,985,253 at December 31,
1993 and 1992, respectively) as cash equivalents with any remaining amounts
reflected as short-term investments.

Deferred expenses consist primarily of deferred organization costs which
are amortized over a 60-month period and deferred lease commissions and loan
fees which are amortized over their respective terms using the straight-line
method.

Although certain leases of the Partnership provide for tenant occupancy
during periods for which no rent is due and/or increases in minimum lease
payments over the term of the lease, the Partnership accrues rental income for
the full period of occupancy on a straight-line basis.

No provision for State or Federal income taxes has been made as the
liability for such taxes is that of the Partners rather than the Partnership.
However, in certain instances, the Partnership has been required under
applicable law to remit directly to the tax authorities amounts representing
withholding from distributions paid to Partners.

(2) INVESTMENT PROPERTIES

The Partnership has acquired, either directly or through joint ventures
(note 3), three shopping centers, two multi-tenant industrial buildings, an
office complex and a parking/retail structure. In January 1992, the
Partnership's interest in the Mid Rivers Mall was sold (note 7). All of the
properties owned at December 31, 1993 were operating. The cost of the
investment properties represents the total cost to the Partnership plus
miscellaneous acquisition costs.

Depreciation on the properties has been provided over the estimated
useful lives of the various components as follows:

YEARS
-----
Building and improvements -- straight-line . 30
Personal property -- straight-line . . . . . 5
==
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Maintenance and repairs are charged to operations as incurred.
Significant betterments and improvements are capitalized and depreciated over
their estimated useful lives.

Certain investment properties are pledged as security for the long-term
debt, for which there is no recourse to the Partnership (note 4).

(3) VENTURE AGREEMENTS

(a) General

The Partnership at December 31, 1993 is a party to three operating joint
venture agreements. In addition, the Partnership through a joint venture
(JMB/Rivers) sold its interest in the Mid Rivers Mall on January 30, 1992
(note 7). Pursuant to such agreements, the Partnership has made capital
contributions of approximately $56,757,000 through December 31, 1993. In
general, the joint venture partners, who are either the sellers (or their
affiliates) of the property investments being acquired, or parties which have
contributed an interest in the property being developed, or were subsequently
admitted to the ventures, make no cash contributions to the ventures, but
their retention of an interest in the property, through the joint venture, is
taken into account in determining the purchase price of the Partnership's
interest, which is determined by arm's-length negotiations. Under certain
circumstances, either pursuant to the venture agreements or due to the
Partnership's obligations as general partner, the Partnership may be required
to make additional cash contributions to the ventures.

The Partnership has acquired, through the above ventures, one office
building, two regional shopping malls and one parking/retail structure. The
joint venture partners (who were primarily responsible for constructing the
properties) contributed any excess of cost over the aggregate amount available
from Partnership contributions and financing and, to the extent such funds
exceeded the aggregate costs, were to retain such excesses. Two of the
venture properties operating as of December 31, 1993 have been financed under
various long-term debt arrangements as described in notes (c) and (d) below.

There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the Partnership's
joint venture partners in an investment might become unable or unwilling to
fulfill their financial or other obligations, or that such joint venture
partners may have economic or business interests or goals that are
inconsistent with those of the Partnership.

(b) JMB/Rivers

In December 1986, the Partnership and JMB Income Properties, Ltd. - XII,
(a partnership sponsored by an affiliate of the Managing General Partner)
("JMB-XII"), formed JMB/Rivers, which entered into a joint venture ("Mid
Rivers") with an affiliate of the developer ("Venture Partner") and acquired
an interest in an enclosed regional shopping center then under construction in
St. Peters, Missouri, known as Mid Rivers Mall. Under the terms of the
venture agreement, JMB/Rivers contributed approximately $39,400,000, of which
the Partnership's share was approximately $19,700,000. During January 1992,
JMB/Rivers sold its interest in Mid Rivers Mall (see note 7).

JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The ultimate ownership percentages for JMB/Rivers and Venture Partner
were established as 80% and 20%, respectively. Operating profits and losses
were generally allocated in proportion to and to the extent of distributions
as described above and, to the extent profits and losses exceeded such
distributions, to the Partners in accordance with their respective ownership
percentages. The terms of the JMB/Rivers agreement generally provided that
the Partnership was allocated or distributed, as the case may be, profits and
losses, cash flow from operations and sale or refinancing proceeds in the
ratio of its respective capital contributions to JMB/Rivers.

The shopping center was managed by an affiliate of the Venture Partner
for a fee calculated as 4% of gross receipts of the property through the date
of the sale.

On May 20, 1987, the Partnership, through First Financial, a joint
venture with JMB-XII, acquired an interest in a general partnership ("Encino")
with an affiliate of the developer ("Venture Partner") which owns an office
building in Encino (Los Angeles), California. First Financial is obligated to
make an initial investment in the aggregate amount of $49,850,000 of which
approximately $49,812,000 of such contributions have been made to Encino. The
Partnership's share of the remaining amounts, approximately $14,000, will be
contributed when the venture partner complies with certain requirements.

In November 1987, First Financial caused Encino to obtain a third party
first mortgage loan in the amount of $30,000,000. The proceeds of such loan
were distributed to First Financial to reduce its contribution and to the
Venture Partner who subsequently repaid a $15,500,000 loan from First
Financial. Thus, the total cash investment of First Financial for its
interest in the office building, after consideration of the funding of the
$30,000,000 permanent financing, is approximately $20,000,000, of which the
Partnership's share is approximately $7,500,000. The outstanding principal
balance of the third party first mortgage loan as of December 31, 1993 is
$29,394,848.

The Encino partnership agreement generally provides that First Financial
is entitled to receive (after any participating amounts due to Pepperdine
University pursuant to its tenant lease) from cash flow from operations (as
defined) an annual cumulative preferred return equal to 9.05% through April
30, 1995 (and 8.9% thereafter) of its capital contributions. Any remaining
cash flow is to be split equally between First Financial and the Venture
Partner. Pepperdine University, under its tenant lease, is entitled to an
amount based on 6.6% of the Venture Partner's share of the office building's
net operating profit and net sale profit (as defined).

All of Encino's operating profits and losses before depreciation have
been allocated to First Financial in 1993, 1992 and 1991.

The Encino partnership agreement also generally provides that net sale
proceeds and net refinancing proceeds (as defined), after any amounts due to
Pepperdine University pursuant to its tenant lease, are to be distributed:
first, to First Financial in an amount equal to the deficiency, if any, in its
cumulative preferred return as described above; next, to First Financial in
the amount of its capital contributions; next, to the Venture Partner in an
amount equal to $600,000; any remaining proceeds are to be split equally
between First Financial and the Venture Partner.

JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The terms of the First Financial partnership agreement provide that
annual cash flow, net sale or refinancing proceeds, and tax items will be
distributed or allocated, as the case may be, to the Partnership in proportion
to its 37.5% share of capital contributions.

The office building is managed by an affiliate of the Venture Partner for
a fee based upon a percentage of rental receipts (as defined) of the property.

(d) JMB/Miami

On January 26, 1988, the Partnership, through JMB/Miami, a joint venture
with JMB/Miami Investors L.P., a partnership sponsored by an affiliate of the
General Partners of the Partnership, acquired an interest in an existing
partnership ("West Dade" in which JMB/Miami is a general partner), with an
affiliate of the developer (the "Venture Partner"), which owns an enclosed
regional shopping center in Miami, Florida known as Miami International Mall.
During February 1989, IDS/JMB Balanced Income Growth, Ltd., a partnership
sponsored by an affiliate of the General Partners of the Partnership made a
capital contribution to JMB/Miami to acquire an interest therein. During
October 1993, JMB/Miami Investors L.P. transferred its interest in JMB/Miami
to Urban Shopping Centers, L.P., a partnership controlled by Urban Shopping
Centers, Inc. (a corporation organized by an affiliate of the General Partners
of the Partnership, which operates in a manner which it expects to enable it
to qualify as a real estate investment trust). The total cash investment of
JMB/Miami in West Dade is $20,805,000, of which the Partnership's share is
$10,402,500. The terms of JMB/Miami partnership agreement provide that annual
cash flow, net sale or refinancing proceeds, and tax items will be distributed
or allocated, as the case may be, to the Partnership in proportion to its 50%
share of capital contributions.

At closing, JMB/Miami made a cash payment of $14,567,306 consisting of
(i) $13,441,000 for a 33% interest in West Dade and options, exercised in
early 1989, to acquire an additional 17% interest in West Dade and (ii)
$1,126,306 as a contribution for initial working capital requirements of West
Dade. JMB/Miami paid an additional $4,237,694 of purchase price representing
payments under the various option agreements entered into at closing, upon
exercise of these options in February 1989.

The West Dade venture agreement provides that JMB/Miami and the Venture
Partner generally are each entitled to receive 50% of profits and losses, net
cash flow and net sale or refinancing proceeds of West Dade and are each
obligated to advance 50% of any additional funds required under the terms of
the West Dade venture agreement.

In December 1993, West Dade obtained a new mortgage loan in the principal
amount of $47,500,000 replacing the existing first mortgage loan at the
property. The new mortgage loan bears interest at 6.91% per annum and matures
December 21, 2003. The loan provides for monthly interest-only payments for
years one through three and monthly principal and interest payments based on a
twenty-year amortization period for years four through ten. The loan permits
prepayment in full with 30 days prior written notice and payment of a premium
calculated as the greater of (i) 1% of the principal being prepaid multiplied
by the percent of months remaining to maturity or (ii) the present value of
the loan less principal and accrued interest being prepaid. The non-recourse
loan is secured by a first mortgage on the Miami International Mall. After
payment of costs and fees related to the refinancing, there were no
distributable proceeds from the new loan.
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

In conjunction with the refinancing in December 1993, West Dade incurred
a prepayment penalty on the early retirement of the original loan in the
amount $2,015,357, of which the Partnership's share is $503,839. In addition,
West Dade had written off costs associated with the original loan in the
amount of $69,374, of which the Partnership's share is $17,344.

In 1992, West Dade sold land to J.C. Penney to open a department store at
the mall. Under the sale agreement, J.C. Penney purchased land from West Dade
for approximately $1,260,000, and West Dade expended approximately $894,000
related to land preparation costs in 1990 and 1991. J.C. Penney completed
construction of its own facility of 145,824 square feet and opened in late
October 1992.

During the third quarter of 1992, the property experienced storm damage
caused by Hurricane Andrew. Although structural damage to the building was
minimal, the landscaping surrounding the building, including the irrigation
system and street curbs, was impacted more severely. All repairs necessary to
continue operations have been made. The Partnership believes West Dade has
adequate insurance coverage for this damage. A claim has been submitted to
the property's insurance company for approximately $750,000. In January 1994,
a partial settlement of approximately $710,000 of the expected insurance
proceeds had been received.

West Dade sold a 3.9 acre outparcel of land at Miami International Mall
in June 1993 for a net sale price of approximately $1,560,000 after certain
selling costs, of which the Partnership's share was approximately $390,000.
For financial reporting purposes, West Dade has recognized a gain in 1993 of
approximately $1,385,000, of which the Partnership's share is approximately
$346,000. For income tax purposes, West Dade has recognized a gain in 1993 of
approximately $325,000, of which the Partnership's share is a loss of
approximately $37,000. West Dade is currently negotiating the sale of an
additional 4 acre outparcel of land.

The shopping center is managed by an affiliate of the Venture Partner.
The manager is paid an annual fee equal to 4-1/2% of the net operating income
of the shopping center.

(e) Adams/Wabash

On April 19, 1988, an affiliate of the Partnership entered into a forward
commitment on behalf of the Partnership to make a total cash investment to a
maximum of $25,750,000 in the Adams/Wabash Limited Partnership ("Adams/-
Wabash"), which constructed a parking garage and retail space structure (the
"Project") in Chicago, Illinois. The Project contains 671 parking spaces and
approximately 28,800 square feet of rentable retail area. Through December
31, 1993, the Partnership has funded approximately $24,994,000 of its total
cash commitment and does not anticipate increasing its original cash
investment.

Upon acquisition, the Partnership was admitted to an existing partnership
with a 49.9% ownership interest, which increased to 74.9% effective October 1,
1993 pursuant to the terms of the Adams/Wabash Partnership Agreement. The
Managing General Partner of the Partnership has a .1% interest with the
remaining 25% held by the developers. The Partnership is entitled to a
cumulative annual preferred return, payable from operating cash flow, of 10%
of its capital contributions to the existing partnership. Payment of the
preferred return was guaranteed by one of the joint venture partners through
September 30, 1992, except to the extent the Partnership was required to make
contributions under the joint venture agreement. Any distributable cash flow
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

in excess of the Partnership's preferred return will be distributed in
accordance with the ownership interests of Adams/Wabash. The Partnership also
has a preferred position with respect to distributions of sales and financing
proceeds. Items of profit and loss are, in general, allocated in accordance
with distributions of cash flow. Accordingly, for financial reporting
purposes, for the years ended December 31, 1993, 1992 and 1991, the
Partnership was allocated 100% of the operating profits of Adams/Wabash. As
of December 31, 1993, the Partnership has received its preferred return.

(4) LONG-TERM DEBT

(a) Long-term debt consisted of the following at December 31, 1993 and
1992:
1993 1992
------------ ------------
10.03% mortgage note; secured by the
Rivertree Court Shopping Center
located in Vernon Hills (Chicago),
Illinois; payable monthly, interest
only; due January 1, 1999 . . . . $15,700,000 15,700,000

8.83% mortgage note; secured by the
Fountain Valley and Cerritos Industrial
Parks located in Fountain Valley and
Cerritos, (Los Angeles) California,
respectively; payable monthly, interest
only; due November 1, 1993 (b). . 11,000,000 11,000,000
----------- ----------

Total debt . . . . . . . . . . 26,700,000 26,700,000
Less current portion of
long-term debt (b). . . . . . -- 11,000,000
----------- ----------

Total long-term debt . . . . . $26,700,000 15,700,000
=========== ==========

(b) Long-Term Debt Refinancing

In February 1994, the Partnership extended and increased the first
mortgage loan to the principal amount of $11,200,000, which is secured by the
Fountain Valley and Cerritos Industrial Parks. The extended loan bears
interest at a rate of 7.32% per annum, provides for monthly payments of
principal and interest based on a twenty-year amortization period and matures
March 1, 2001. After payment of costs and fees related to the refinancing,
there were no distributable proceeds from the loan extension. Prior to the
extension, the Partnership had entered into a forbearance agreement with the
lender providing, among other things, that the lender agreed not to exercise
its rights and remedies under the original loan documents from November 2,
1993, the original maturity date, until January 31, 1994. The Partnership
continued to pay interest only at an annual rate of 8.83% on the original
$11,000,000 principal balance through the effective date of the refinancing.
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5) PARTNERSHIP AGREEMENT

Pursuant to the terms of the Partnership Agreement, net profits or losses
of the Partnership from operations generally are allocated 96% to the Limited
Partners and 4% to the General Partners. Profits or losses for Federal income
tax purposes from the sale or refinancing of properties generally will be
allocated 99% to the Limited Partners and 1% to the General Partners.
However, net profits from the sale of properties will be additionally
allocated to the General Partners (i) to the extent that cash distributions to
the General Partners of sale proceeds from such sale exceed the aforesaid 1%
of such profits and (ii) in order to reduce deficits, if any, in the General
Partners' capital accounts to a level consistent with the gain anticipated to
be realized from the sale of additional properties.

The General Partners have made capital contributions to the Partnership
aggregating $20,000. The General Partners are not required to make any
additional capital contributions except under certain limited circumstances
upon dissolution and termination of the Partnership. Disburseable cash from
operations, as defined in the Partnership Agreement, will be distributed 90%
to the Limited Partners and 10% to the General Partners, subject to certain
limitations. Sale or refinancing proceeds will be distributed 100% to the
Limited Partners until the Limited Partners have received their contributed
capital plus a stipulated return thereon. The General Partners will then
receive 100% of the sale or refinancing proceeds until they receive amounts
equal to (i) the cumulative deferral of their 10% distribution of disburseable
cash and (ii) 2% of the selling prices of all properties which have been sold,
subject to certain limitations. Any remaining sale or refinancing proceeds
will then be distributed 85% to the Limited Partners and 15% to the General
Partners. Accordingly, approximately $3,265,000 of disburseable cash and
approximately $618,000 of sale proceeds from Mid Rivers Mall has been deferred
by the General Partners (note 7).

(6) MANAGEMENT AGREEMENTS - OTHER THAN VENTURES

Rivertree Court Shopping Center, Fountain Valley Industrial Park and
Cerritos Industrial Park are managed by an affiliate of the Managing General
Partner of the Partnership. The fee for managing Rivertree Court is equal to
3% of minimum and percentage rents of the property. The fee for managing the
Industrial Parks is equal to 3.75% of gross receipts of the properties.

(7) SALE OF MID RIVERS MALL

On January 30, 1992, the Partnership, through JMB/Rivers, sold its
interest in the Mid Rivers Mall located in St. Peters, Missouri to the
unaffiliated joint venture partner. The sale price of the interest was
$26,500,000 (before closing costs and prorations) plus the outstanding balance
of the mortgages of which JMB/Rivers' share was $35,318,171. The Partnership
received in connection with the sale, after all fees, expenses and joint
venture partner's participation, a net amount of cash of $13,250,000. For
financial reporting purposes, JMB/Rivers had recognized a gain of
approximately $12,022,000 in 1992, of which the Partnership's share was
approximately $6,366,000.
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(8) LEASES

As Property Lessor

The Partnership and its consolidated venture's principal assets are two
multi-tenant industrial building complexes, a shopping center and a
parking/retail structure. The Partnership has determined that all leases
relating to these properties are properly classified as operating leases;
therefore, rental income is reported when earned and the cost of the
properties, excluding the cost of the land, is depreciated over their
estimated useful lives. Leases with tenants range in term from one to twenty
years and provide for fixed minimum rent and partial reimbursement of
operating costs. In addition, leases with shopping center tenants provide for
additional rent based upon percentages of tenants' sales volumes. With
respect to the Partnership's shopping center investments, a substantial
portion of the ability of retail tenants to honor their leases is dependent
upon the retail economic sector.

Cost and accumulated depreciation of the leased assets are summarized as
follows at December 31, 1993:

Industrial Building Complexes:
Cost. . . . . . . . . . . . . . . . . . . $36,956,309
Accumulated depreciation. . . . . . . . . (4,545,732)
-----------
32,410,577
-----------
Shopping Center:
Cost. . . . . . . . . . . . . . . . . . . 39,173,543
Accumulated depreciation. . . . . . . . . (5,432,158)
-----------
33,741,385
-----------
Parking/Retail Structure:
Cost. . . . . . . . . . . . . . . . . . . 22,390,562
Accumulated depreciation. . . . . . . . . (1,648,298)
-----------
20,742,264
-----------
$86,894,226
===========

Minimum lease payments, including amounts representing executory costs
(e.g. taxes, maintenance, insurance) and any related profit, to be received in
the future under the operating leases are as follows:

1994. . . . . . . . . . . . . . . . . . . . $ 6,130,496
1995. . . . . . . . . . . . . . . . . . . . 5,558,448
1996. . . . . . . . . . . . . . . . . . . . 4,937,843
1997. . . . . . . . . . . . . . . . . . . . 4,271,664
1998. . . . . . . . . . . . . . . . . . . . 3,414,456
Thereafter. . . . . . . . . . . . . . . . . 17,941,608
-----------

Total. . . . . . . . . . . . . . . . . $42,254,515
===========
<TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(9) TRANSACTIONS WITH AFFILIATES

Reimbursable expenses required to be paid by the Partnership to affiliates of the General Partners
as of December 31, 1993 and for the years ended December 31, 1993, 1992 and 1991, are as follows:

<CAPTION>
UNPAID AT
DECEMBER 31,
1993 1992 1991 1993
-------- -------- -------- -------------
<S> <C> <C> <C> <C>
Property management fees . . . . . . . . . . . . . . . . . . . . $231,529 202,585 198,743 3,638
Insurance commissions. . . . . . . . . . . . . . . . . . . . . . 10,861 9,960 27,177 --
Reimbursement (at cost) for accounting services. . . . . . . . . 76,373 62,996 93,816 76,373
Reimbursement (at cost) for legal services . . . . . . . . . . . 2,035 10,085 5,671 2,035
Reimbursement (at cost) for out-of-pocket expenses . . . . . . . 11,206 11,394 544 1,122
-------- -------- -------- -------

$332,004 297,020 325,951 83,168
======== ======== ======== =======

</TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

In accordance with the subordination requirements of the Partnership
Agreement (note 5), the General Partners have deferred payment of certain of
their distributions of net cash flow from the Partnership. All amounts
deferred or currently payable do not bear interest.

(10) INVESTMENT IN UNCONSOLIDATED VENTURES

Summary combined financial information for JMB/Rivers, First Financial
and JMB/Miami (note 3) as of and for the years ended December 31, 1993 and
1992 is as follows:

1993 1992
------------ ------------

Current assets . . . . . . . . . . $ 4,571,308 3,449,168
Other current liabilities. . . . . (975,901) (1,218,915)
------------ ------------

Working capital. . . . . . . . 3,595,407 2,230,253

Investment property, net . . . . . 87,047,194 89,900,221
Other assets, net. . . . . . . . . 2,193,963 2,035,457
Long-term debt . . . . . . . . . . (76,661,145) (74,339,146)
Other liabilities. . . . . . . . . (253,238) (212,250)
Venture partners' equity . . . . . (5,142,800) (7,774,113)
------------ ------------
Partnership's capital. . . . . $ 10,779,381 11,840,422
============ ============

Represented by:
Invested capital . . . . . . . . $ 32,035,179 31,980,948
Cumulative distributions . . . . (26,933,034) (26,150,584)
Cumulative earnings (loss) . . . 5,677,236 6,010,058
------------ ------------
$ 10,779,381 11,840,422
============ ============

Total income . . . . . . . . . . . $ 18,281,016 18,104,319
============ ============
Operating expenses . . . . . . . . $ 18,540,392 19,014,371
============ ============
Operating loss . . . . . . . . . . $ (259,376) (910,052)
============ ============
Gain on sale of land and property. $ 1,384,831 12,022,339
============ ============
Extraordinary item . . . . . . . . $ (2,084,731) --
============ ============
Net income (loss). . . . . . . . . $ (959,276) 11,112,287
============ ============

JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED

Total income, operating expenses and net loss of the above-mentioned
ventures for the year ended December 31, 1991 were $26,027,541, $27,409,527
and $1,381,986, respectively.

(11) SUBSEQUENT EVENTS

(a) Distributions

In February 1994, the Partnership paid a distribution of $1,264,140
($10.00 per interest) to the Limited Partners, $12,769 to the Special Limited
Partner and $35,470 to the General Partners.

(b) Re-financing

Schedule X

JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

SUPPLEMENTARY INCOME STATEMENT INFORMATION

Years ended December 31, 1993, 1992 and 1991

CHARGED TO COSTS AND EXPENSES
---------------------------------------------
1993 1992 1991
---------- ---------- ----------

Maintenance and repairs. $1,010,757 1,082,912 945,276

Depreciation . . . . . . 2,476,913 2,454,001 2,415,414

Amortization of
deferred expenses . . . 175,953 150,274 259,006

Real estate taxes. . . . 1,554,115 1,340,044 1,583,637
========== ========== ==========

<TABLE>
SCHEDULE XI

JMB INCOME PROPERTIES, LTD. - XIII

(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1993

COSTS
CAPITALIZED
INITIAL COST TO SUBSEQUENT TO GROSS AMOUNT AT WHICH CARRIED
PARTNERSHIP (A) ACQUISITION AT CLOSE OF PERIOD (B)
----------------------- ----------------------- --------------------------------------
BUILDINGS BUILDINGS BUILDINGS
ENCUM- AND AND AND
BRANCE LAND IMPROVEMENTS LAND IMPROVEMENTS LAND IMPROVEMENTS TOTAL (C)
------ -------- ------------ -------- ------------ -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Industrial Complexes:
Fountain Valley
Industrial Park
and Cerritos
Industrial Park . . . $11,000,000 9,111,020 25,783,707 -- 2,061,582 9,111,020 27,845,289 36,956,309

Shopping Center:
Rivertree Court
Shopping Center . . . 15,700,000 7,893,178 30,830,231 -- 450,134 7,893,178 31,280,365 39,173,543

Parking/Retail:
Adams/Wabash
Self Park . . . . . . -- 6,530,093 14,547,233 32,411 1,280,825 6,562,504 15,828,058 22,390,562
----------- ---------- ---------- ----------- --------- ---------- ---------- ----------

Total. . . . . . . $26,700,000 23,534,291 71,161,171 32,411 3,792,541 23,566,702 74,953,712 98,520,414
=========== ========== ========== =========== ========= ========== ========== ==========

</TABLE>
<TABLE>
SCHEDULE XI - CONTINUED

JMB INCOME PROPERTIES, LTD. - XIII

(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1993

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1993
ACCUMULATED DATE OF DATE OPERATIONS REAL ESTATE
DEPRECIATION(D) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ------------ ---------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Industrial Complexes:
Fountain Valley
Industrial Park
and Cerritos
Industrial Park . . . . . . . . . . . . . . $ 4,545,732 1967-1970 11/1/88 5-30 years 415,565

Shopping Center:
Rivertree Court
Shopping Center . . . . . . . . . . . . . . 5,432,158 1988 10/20/88 5-30 years 597,006

Parking/Retail:
Adams/Wabash
Self Park . . . . . . . . . . . . . . . . . 1,648,298 1989-1990 10/1/90 30 years 558,746
-----------

Total. . . . . . . . . . . . . . . . . . $11,626,188
===========

<FN>
- ------------------

(A) The initial cost to the Partnership represents the original purchase price of the properties, including amounts
incurred subsequent to acquisition which were contemplated at the time the property was acquired.
(B) The aggregate cost of real estate owned at December 31, 1993 for Federal income tax purposes was
$75,706,877.

</TABLE>
<TABLE>
SCHEDULE XI - CONTINUED

JMB INCOME PROPERTIES, LTD. - XIII

(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1993

<CAPTION>
1993 1992 1991
----------- ----------- -----------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . $97,795,042 97,147,324 95,137,653
Additions during period. . . . . . . . . . . 725,372 647,718 2,009,671
----------- ----------- -----------

Balance at end of period . . . . . . . . . . $98,520,414 97,795,042 97,147,324
=========== =========== ===========

(D) Reconciliation of accumulated depreciation:

Balance at beginning of period . . . . . . . $ 9,149,275 6,695,274 4,279,860
Depreciation expense . . . . . . . . . . . . 2,476,913 2,454,001 2,415,414
----------- ----------- -----------

Balance at end of period . . . . . . . . . . $11,626,188 9,149,275 6,695,274
=========== =========== ===========

</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

There were no changes of, or disagreements with, accountants during
fiscal years 1993 and 1992.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Managing General Partner of the Partnership is JMB Realty Corporation
("JMB"), a Delaware Corporation. JMB has responsibility for all aspects of
the Partnership's operations, subject to the requirement that purchases and
sales of real property must be approved by the Associate General Partner of
the Partnership, Income Associates-XIII, L.P. an Illinois limited partnership
with JMB as the sole general partner. The Associate General Partner shall be
directed by a majority in interest of its limited partners (who are generally
officers, directors and affiliates of JMB or its affiliates) as to whether to
provide its approval of any sale of real property (or any interest therein) of
the Partnership. The relationship of the Managing General Partner to its
affiliates is described under the caption "Conflicts of Interest" at pages
12-18 of the Prospectus, which description is hereby incorporated herein by
reference to Exhibit 3-A to the Partnership's Report on Form 10-K for December
31, 1992 (File No. 000-19496) dated March 18, 1993.

The names, positions held and length of service therein of each director
and executive officer and certain officers of the Managing General Partner of
the Partnership are as follows:

SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------

Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Neil G. Bluhm President 5/03/71
Director 5/03/71
Jerome J. Claeys III Director 5/09/88
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
H. Rigel Barber Chief Executive Officer 8/01/93
Jeffrey R. Rosenthal Chief Financial Officer 8/01/93
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/27/84
Ira J. Schulman Executive Vice President 6/01/88
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91

There is no family relationship among any of the foregoing directors or
officers. The foregoing directors have been elected to serve a one-year term
until the annual meeting of the Managing General Partner to be held on June 7,
1994. All of the foregoing officers have been elected to serve one-year terms
until the first meeting of the Board of Directors held after the annual
meeting of the Managing General Partner to be held on June 7, 1994. There are
no arrangements or understandings between or among any of said directors or
officers and any other person pursuant to which any director or officer was
elected as such.

JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-IX
("Carlyle-IX"), Carlyle Real Estate Limited Partnership-X ("Carlyle-X"),
Carlyle Real Estate Limited Partnership-XI ("Carlyle-XI"), Carlyle Real Estate
Limited Partnership-XII ("Carlyle-XII"), Carlyle Real Estate Limited
Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate Limited Partnership-XIV
("Carlyle-XIV"), Carlyle Real Estate Limited Partnership-XV ("Carlyle-XV"),
Carlyle Real Estate Limited Partnership-XVI ("Carlyle-XVI"), Carlyle Real
Estate Limited Partnership-XVII ("Carlyle-XVII"), JMB Mortgage Partners, Ltd.
("Mortgage Partners"), JMB Mortgage Partners, Ltd.-II ("Mortgage
Partners-II"), JMB Mortgage Partners, Ltd.-III ("Mortgage Partners-III"), JMB
Mortgage Partners, Ltd.-IV ("Mortgage Partners-IV"), Carlyle Income Plus, Ltd.
("Carlyle Income Plus") and Carlyle Income Plus, Ltd.-II ("Carlyle Income
Plus-II") and the managing general partner of JMB Income Properties, Ltd.-IV
("JMB Income-IV"), JMB Income Properties, Ltd.-V ("JMB Income-V"), JMB Income
Properties, Ltd.-VI ("JMB Income-VI"), JMB Income Properties, Ltd.-VII ("JMB
Income-VII"), JMB Income Properties, Ltd.-VIII ("JMB Income-VIII"), JMB Income
Properties, Ltd.-IX ("JMB Income-IX"), JMB Income Properties, Ltd.-X ("JMB
Income-X"), JMB Income Properties, Ltd.-XI ("JMB Income-XI") and JMB Income
Properties, Ltd.-XII ("JMB Income-XII"). Most of the foregoing directors and
officers are also officers and/or directors of various affiliated companies of
JMB including Arvida/JMB Managers, Inc. (the general partner of Arvida/JMB
Partners, L.P. ("Arvida")), Arvida/JMB Managers-II, Inc. (the general partner
of Arvida/JMB Partners, L.P.-II ("Arvida-II") and Income Growth Managers, Inc.
(the corporate general partner of IDS/JMB Balanced Income Growth, Ltd.
("IDS/BIG")). Most of such directors and officers are also partners of
certain partnerships which are associate general partners in the following
real estate limited partnerships: Carlyle-VII, Carlyle-IX, Carlyle-X,
Carlyle-XI, Carlyle-XII, Carlyle-XIII, Carlyle-XIV, Carlyle-XV, Carlyle-XVI,
Carlyle-XVII, JMB Income-VI, JMB Income-VII, JMB Income-VIII, JMB Income-IX,
JMB Income-X, JMB Income-XI, JMB Income-XII, Mortgage Partners, Mortgage
Partners-II, Mortgage Partners-III, Mortgage Partners-IV, Carlyle Income Plus,
Carlyle Income Plus-II and IDS/BIG.

The business experience during the past five years of each such director
and officer of the Managing General Partner of the Partnership in addition to
that described above is as follows:

Judd D. Malkin (age 56) is an individual general partner of JMB Income-IV
and JMB Income-V. Mr. Malkin has been associated with JMB since October,
1969. He is a Certified Public Accountant.

Neil G. Bluhm (age 56) is an individual general partner of JMB Income-IV
and JMB Income-V. Mr. Bluhm has been associated with JMB since August, 1970.
He is a member of the Bar of the State of Illinois and a Certified Public
Accountant.

Jerome J. Claeys III (age 51) (Chairman and Director of JMB Institutional
Realty Corporation) has been associated with JMB since September, 1977. He
holds a Masters degree in Business Administration from the University of Notre
Dame.

Burton E. Glazov (age 55) has been associated with JMB since June, 1971
and served as an Executive Vice President of JMB until December of 1990. He
is a member of the Bar of the State of Illinois and a Certified Public
Accountant.

Stuart C. Nathan (age 52) has been associated with JMB since July, 1972.
He is a member of the Bar of the State of Illinois.

A. Lee Sacks (age 60) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.

John G. Schreiber (age 47) has been associated with JMB since December,
1970 and served as an Executive Vice President of JMB until December 1990. He
holds a Masters degree in Business Administration from Harvard University
Graduate School of Business.

H. Rigel Barber (age 44) has been associated with JMB since March, 1982.
He holds a J.D. degree from the Northwestern Law School and is a member of the
Bar of the State of Illinois.

Jeffrey R. Rosenthal (age 42) has been associated with JMB since
December, 1987. He is a Certified Public Accountant.

Gary Nickele (age 41) has been associated with JMB since February, 1984.
He holds a J.D. degree from the University of Michigan Law School and is a
member of the Bar of the State of Illinois.

Ira J. Schulman (age 42) has been associated with JMB since February,
1983. He holds a Masters degree in Business Administration from the
University of Pittsburgh.

Gailen J. Hull (age 45) has been associated with JMB since March, 1982.
He holds a Masters degree in Business Administration from Northern Illinois
University and is a Certified Public Accountant.

Howard Kogen (age 58) has been associated with JMB since March, 1973. He
is a Certified Public Accountant.

ITEM 11. EXECUTIVE COMPENSATION

The officers and director of the Managing General Partner receive no
current or proposed direct remuneration in such capacities. The General
Partners of the Partnership are entitled to receive a share of cash
distributions, when and as cash distributions are made to the Investors, and a
share of profits or losses as described under the caption "Cash Distributions;
Allocations of Profits and Losses" at pages A-9 to A-15 of the Partnership
Agreement included as an exhibit to the Prospectus, which descriptions are
hereby incorporated herein by reference to Exhibit 3-A to the Partnership's
Report on Form 10-K for December 31, 1992 (File No. 000-19496) dated March 18,
1993. Reference is also made to Notes 5 and 9 for a description of such
transactions, distributions and allocations. In 1993, 1992 and 1991, the
General Partners received cash distributions in the amount of $141,879,
$141,879 and $154,293, respectively. As of December 31, 1993, the General
Partners have deferred payment of distributions in the aggregate amount of
$3,265,057.

The General Partners of the Partnership may be reimbursed for their
direct expenses relating to the offering, the administration of the
Partnership and the operation of the Partnership's real property investments.
In 1993, an affiliate of the General Partners was due reimbursement for such
out-of-pocket expenses in the amount of $11,206, of which $1,122 was unpaid at
December 31, 1993.

The General Partners may be reimbursed for salaries and direct expenses
of officers and employees of the Managing General Partner and its affiliates
while directly engaged in the administration of the Partnership and the
operation of the Partnership's real property investments. In 1993, the
Managing General Partner was due reimbursement for such expenses in the amount
of $78,408, all of which was unpaid as of December 31, 1993.

An affiliate of the General Partners provided property management
services for the Fountain Valley and Cerritos Industrial Parks and the
Rivertree Court Shopping Center during 1993. In 1993, such affiliate earned
property management fees amounting to $231,529, of which $3,638 was unpaid as
of December 31, 1993.

JMB Insurance Agency, Inc., an affiliate of the Managing General Partner
of the Partnership, earned and received insurance brokerage commissions in
1993 aggregating $10,861 in connection with the providing of insurance
coverage for certain of the real property investments of the Partnership.
Such commissions are at rates set by insurance companies for the classes of
coverage provided.

The Partnership is permitted to engage in various transactions involving
affiliates of the Managing General Partner of the Partnership, as described
under the captions "Compensation and Fees" at pages 8 to 12, and "Conflicts of
Interest" at pages 12-19 of the Prospectus, which descriptions are hereby
incorporated herein by reference to Exhibit 3-A to the Partnership's Report on
Form 10-K for December 31, 1992 (File No. 000-19496) dated March 18, 1993, and
under the caption "Rights, Powers and Duties of General Partners" at pages
A-17 to A-28 of the Partnership Agreement, included as an exhibit to the
Prospectus. The relationship of the Managing General Partner (and its
directors and officers) to its affiliates is set forth in Item 10 above and
Exhibit 21 hereto.
<TABLE>
<CAPTION>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) No person or group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.

(b) The Managing General Partner and its officers and directors own the following Interests of the Partnership:

NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership Interests Gary Nickele 5 Interests (1) Less than 1%
indirectly

Limited Partnership Interests Managing General Partner 5 Interests (1) Less than 1%
and its officers and indirectly
directors as a group

<FN>
(1) Includes 5 Interests owned by an affiliated corporation as to which Gary Nickele has sole investment and
voting power.

All of the outstanding shares of the Managing General Partner of the Partnership are owned by an affiliate of its
officers and directors as set forth above in Item 10.

(c) There exists no arrangement, known to the Partnership, the operation of which may at a subsequent date result
in a change in control of the Partnership.

</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no significant transactions or business relationships with the
Managing General Partner, affiliates or their management other than those
described in Items 10 and 11 above.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

(1) Financial Statements (See Index to Financial Statements filed
with this annual report).

(2) Exhibits.

3-A. The Prospectus of the Partnership dated August 20, 1986 as
supplemented October 31, 1986 and January 26, 1987 as filed with the
Commission pursuant to Rules 424(b) and 424(c) is hereby incorporated herein
by reference. Copies of pages 8-19, 64-70, A-7 to A-16, A-34 to A-35 of the
Prospectus are hereby incorporated by reference to Exhibit 3-A to the
Partnership's Form 10-K dated March 18, 1993.

3-B. Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus, which is hereby incorporated by
reference to Exhibit 3-B to the Partnership's From 10-K dated March 18, 1993.

4-A. Copy of documents relating to the mortgage loan secured by
the Rivertree Court Shopping Center, Vernon Hills (Chicago), Illinois dated
December 30, 1988 is hereby incorporated by reference to Exhibit 4-A to the
Partnership's Form 10-K dated March 18, 1993.

4-B. Copy of documents relating to the mortgage loan secured by a
first mortgage on West Dade's interest in Miami International Mall, Miami,
Florida dated December 21, 1993 is filed herewith.

10-A. Acquisition documents relating to the purchase by the
Partnership of Rivertree Court Shopping Center in Vernon Hills (Chicago),
Illinois, are hereby incorporated by reference to Exhibit 1 to the
Partnership's Form 8-K dated November 4, 1988.

10-B. Acquisition documents relating to the purchase by the
Partnership of Fountain Valley Industrial Buildings in Fountain Valley,
California and Cerritos Industrial Buildings in Cerritos, California, are
hereby incorporated by reference to Exhibits 1 and 2 to the Partnership's Form
8-K dated November 15, 1988.

10-C. Acquisition documents relating to the acquisition by the
Partnership of an interest in the Adams/Wabash Parking Garage in Chicago,
Illinois are hereby incorporated by reference to Exhibit 3 to the
Partnership's Form 8-K dated October 15, 1990.

10-D. Sale documents and exhibits thereto relating to the sale of
the Partnership's interest in Mid Rivers Mall in St. Peters (St. Louis),
Missouri are hereby incorporated by reference to the Partnership's Report on
Form 8-K dated February 18, 1992.

21. List of Subsidiaries.

24. Powers of Attorney

Although certain long-term debt instruments of the Registrant have been
excluded from Exhibit 4 above, pursuant to Rule (b)(4)(iii), the Registrants
commits to provide copies of such agreements to the Securities and Exchange
Commission upon request.

(b) No reports on Form 8-K were required to be filed during the last
quarter of the period covered by this annual report.

No annual report or proxy material for the fiscal year 1993 has been sent
to the Partners of the Partnership. An annual report will be sent to the
Partners subsequent to this filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

JMB INCOME PROPERTIES, LTD. - XIII

By: JMB Realty Corporation
Managing General Partner

GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date:March 25, 1994

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By: JMB Realty Corporation
Managing General Partner

JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and Director
Date:March 25, 1994

NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date:March 25, 1994

H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date:March 25, 1994

JEFFREY R. ROSENTHAL*
By: Jeffrey R. Rosenthal, Chief Financial Officer
Principal Financial Officer
Date:March 25, 1994

GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date:March 25, 1994

A. LEE SACKS*
By: A. Lee Sacks, Director
Date:March 25, 1994

STUART C. NATHAN*
By: Stuart C. Nathan, Executive Vice President
and Director
Date:March 25, 1994

*By: GAILEN J. HULL, Pursuant to a Power of Attorney

GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date:March 25, 1994

JMB INCOME PROPERTIES, LTD. - XIII

EXHIBIT INDEX

DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------ ----

3-A. Pages 8-19, 64-70, A-7 to A-16,
A-34 to A-35 of the Prospectus
of the Partnership dated August 20,
1986, as supplemented on October 31,
1986, and January 26, 1987 Yes

3-B. Amended and Restated Agreement of
Limited Partnership Yes

4-A. Mortgage loan agreement related to
the Rivertree Court Shopping Center Yes

4-B. Mortgage loan agreement related to
West Dade No

10-A. Acquisition documents relating to
the Rivertree Court Shopping Center Yes

10-B. Acquisition documents relating to
the Fountain Valley Industrial
Buildings and Cerritos Industrial
Buildings Yes

10-C. Acquisition documents relating to
the Adams/Wabash Parking Garage Yes

10-D. Sale documents relating to the
Mid Rivers Mall Yes

21. List of Subsidiaries No

24. Powers of Attorney No

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a general partner in JMB First Financial Associates,
an Illinois general partnership. JMB First Financial Associates is a general
partner in JMB Encino Partnership, a California general partnership, which
holds title to the First Financial Plaza.

The Partnership is a general partner in JMB/Miami International
Associates, an Illinois general partnership. JMB/Miami International
Associates is a general partner in West Dade County Associates, a Florida
general partnership which holds title to the Miami International Mall.

The Partnership is a limited partner in Adams/Wabash Limited Partnership,
an Illinois limited partnership. Adams/Wabash Limited Partnership holds title
to the Adams/Wabash Self Park.

Reference is made to Note 3 of the Notes to Financial Statements filed
with this annual report for a summary description of the terms of such
partnership agreements. The Partnership's interest in the foregoing joint
venture partnerships and the results of their operations are included in the
Financial Statements of the Partnership filed with this annual report.

ASSIGNMENT OF MORTGAGE AND SECURITY AGREEMENT AND
ASSIGNMENT OF NOTE AND OTHER LOAN DOCUMENTS

KNOW ALL MEN BY THESE PRESENTS that Teachers Insurance and
Annuity Association of America, a New York corporation, having an
office at 730 Third Avenue, New York, New York 10017 ("Teachers")
as the owner and holder of the following documents (herein
collectively referred to as the "Existing Loan Documents"):

A. "NOTE":

Mortgage Note dated January 27, 1981 from West Dade County
Associates ("Borrower") to Mellon Bank, N.A. ("Mellon") in the face
amount of THIRTY-EIGHT MILLION AND NO/100THS DOLLARS
($38,000,000.00), the Mortgage Note dated November 29, 1982 from
Borrower to Mellon in the face amount of FIVE MILLION EIGHT HUNDRED
THOUSAND AND NO/100THS DOLLARS ($5,800,000.00), the Note Extension
Agreement dated January 27, 1984 by and between Borrower and Mellon
extending the term of the aforedescribed two Notes, Mortgage Note
dated March 28, 1985 from Borrower to Teachers Insurance and
Annuity Association of America ("Teachers") in the face amount of
SEVEN MILLION SIX HUNDRED TWENTY-TWO THOUSAND NINE HUNDRED THIRTY-
EIGHT AND 11/100THS DOLLARS ($7,622,938.11), all of the foregoing
Notes as consolidated, modified and extended, in a Consolidating
Note Agreement dated March 28, 1985 between Borrower and Teachers
(collectively referred to as the "Note").

B. "MORTGAGE":

That certain Mortgage and Security Agreement executed by
Borrower to Mellon dated January 27, 1981 and recorded on January
30, 1981 in Official Records Book 11001, Page 1488, Public Records
of Dade County, Florida, Supplement to Mortgage and Security
Agreement by and between Borrower and Mellon dated November 29,
1982 and recorded December 2, 1992 in Official Records Book 11629,
Page 2341, Public Records of Dade County, Florida, all of the
foregoing being assigned by Mellon to Teachers by Assignment of
Mortgage and Security Agreement from Mellon to Teachers dated March
22, 1985, recorded March 29, 1985 in Official Records Book 12460,
Page 3210, Public Records of Dade County, Florida, and by
instrument of assignment from Mellon to Teachers dated March 22,
1985, recorded March 29, 1985 in Official Records Book 12460, Page
3213, Public Records of Dade County, Florida, Mortgage Deed from
Borrower to Teachers dated March 28, 1985 and recorded March 29,
1985 in Official Records Book 12460, Page 3307, Public Records of
Dade County, Florida, all of the foregoing being consolidated,
modified and extended in Consolidation, Modification and Extension
Agreement by and between Borrower and Teachers dated March 28, 1985
and recorded March 29, 1985 in Official Records Book 12460, Page
3257, Public Records of Dade County, Florida, and being further
modified by Partial Release, Spreader and Modification Agreement
between Borrower and Teachers dated October 1, 1991 and recorded
October 22, 1991 in Official Records Book 15238, Page 2329, Public
Records of Dade County, Florida (collectively referred to as the
"Mortgage").

C. "ASSIGNMENT OF LEASES":

Assignment of Lessor's Interest in Leases by Borrower unto
Teachers dated March 28, 1985 and recorded March 29, 1985 in
Official Records Book 12460, Page 3236, Public Records of Dade
County, Florida; Assignment of Leases, Rents, and Operating
Agreements dated January 27, 1981 recorded January 30, 1981 in
Official Records Book 11001, Page 1529, Public Records of Dade
County, Florida; and Supplement to Assignment of Leases, Rents and
Operating Agreements between Borrower and Mellon dated November 29,
1982 recorded December 2, 1982 in Official Records Book 11629, Page
2346, Public Records of Dade County, Florida.

D. "OTHER EXISTING LOAN DOCUMENTS":

Certain other loan documents pertaining to the loan evidenced
and secured by the foregoing loan documents set forth in the
Certificate of Existing Lender from Teachers to the Prudential
Insurance Company of America of even date herewith as documents #'s
4-18 under the caption "III. All Existing Loan Documents".

AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) to it
in hand paid by The Prudential Insurance Company of America, a New
Jersey corporation, having an office at One Ravinia Drive, Suite
1400, Atlanta, Georgia 30346 ("Prudential"), the receipt and
sufficiency of which is acknowledged, Teachers has sold, assigned,
transferred and set over, and by this Assignment does sell, assign,
transfer and set over to Prudential, without recourse and without
warranty (except as set forth in said Certificate of Existing
Lender), all of Teachers right, title and interest in each of the
Existing Loan Documents, including, but not by way of limitation,
the Note and the obligations described therein and the monies due
and to become due thereunder, with interest from and after the
_____ day of December, 1993, the Mortgage, Assignment of Leases,
and Other Existing Loan Documents. This is an absolute assignment
and not a collateral assignment to secure obligations.

TO HAVE AND TO HOLD the same unto Prudential, its successors
and assigns forever.

IN WITNESS WHEREOF, Teachers has caused this Assignment to be
executed as of the _____ day of _______________, 1993.

Signed, sealed and delivered in TEACHERS INSURANCE AND ANNUITY
the presence of the following ASSOCIATION OF AMERICA, A NEW
two witnesses as to both YORK CORPORATION
signatories:

______________________________ By:___________________________
(Signed Name Witness One)

Name:_________________________
______________________________
(Printed Name of Witness One)
Title:________________________

______________________________
(Signed Name of Witness Two)

______________________________
(Printed Name of Witness Two)

STATE OF NEW YORK )
) ss
COUNTY OF NEW YORK )

The foregoing instrument was acknowledged before me, this ____
day of _______________, 1993, by _______________, as the
_________________________ of TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA on behalf of said corporation. Said person
did not take an oath and is personally known to me or has produced,
as identification, a drivers license issued by a State of the
United States, which is either current or has been issued within
the past five (5) years and bears a serial or other identifying
number.

______________________________

Notary Public

______________________________

(Printed Name)

[NOTARIAL SEAL] My Commission Expires:

LOAN NUMBER 6 100 405

CONSOLIDATED, MODIFIED, RENEWED
AND RESTATED PROMISSORY NOTE

THIS CONSOLIDATED, MODIFIED, RENEWED AND RESTATED PROMISSORY NOTE is
made this ____ day of December, 1993, to be effective as of and from the ____
day of December, 1993, by WEST DADE COUNTY ASSOCIATES, a Florida general
partnership having offices in care of The Edward J. DeBartolo Corporation,
7620 Market Street, Youngstown, Ohio 44513-6085 ("Borrower"), unto THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation, having
offices at One Ravinia Drive, Suite 1400, Atlanta, Georgia 30346 ("Lender")
pursuant to an Agreement of Consolidation, Modification, Renewal and
Restatement by and between Borrower and Lender of even date herewith.

RECITALS:

A. Lender is now the owner and holder of a Mortgage Note dated
January 27, 1981 from Borrower to Mellon Bank, N.A. ("Mellon") in the face
amount of THIRTY-EIGHT MILLION AND NO/100THS DOLLARS ($38,000,000.00), the
Mortgage Note dated November 29, 1982 from Borrower to Mellon in the face
amount of FIVE MILLION EIGHT HUNDRED THOUSAND AND NO/100THS DOLLARS
($5,800,000.00), the Note Extension Agreement dated January 27, 1984 by and
between Borrower and Mellon extending the term of the aforedescribed two
Notes, the Mortgage Note dated March 28, 1985 from Borrower to Teachers
Insurance and Annuity Association ("Teachers") in the face amount of SEVEN
MILLION SIX HUNDRED TWENTY-TWO THOUSAND NINE HUNDRED THIRTY-EIGHT AND
11/100THS DOLLARS ($7,622,938.11), and a Consolidating Note Agreement dated
March 28, 1985 between Borrower and Teachers; all of which, on even date
herewith, was assigned from Teachers to Lender (collectively referred to as
the "Prior Note").

B. As of the date hereof, the outstanding principal balance of the
Prior Note is FORTY-FOUR MILLION SEVEN HUNDRED EIGHTY-FIVE THOUSAND SEVEN
HUNDRED TEN AND 39/100THS DOLLARS ($44,785,710.39).

C. Lender is now the owner and holder of a certain Mortgage and
Security Agreement executed by Borrower to Mellon dated January 27, 1981 and
recorded on January 30, 1981 in the Official Records Book 11001, Page 1488,
Public Records of Dade County, Florida, and a Supplement to Mortgage and
Security Agreement by and between Borrower and Mellon dated November 29, 1982
and recorded December 2, 1992 in the Official Records Book 11629, Page 2341,
Public Records of Dade County, Florida, all of the foregoing being assigned by
Mellon to Teachers by Assignment of Mortgage and Security Agreement from
Mellon to Teachers dated March 22, 1985, and recorded March 29, 1989 in the
Official Records Book 12460, Page 3210, Public Records of Dade County,
Florida, and by an instrument of assignment from Mellon to Teachers dated
March 22, 1985, and recorded March 29, 1985 in the Official Records Book
12460, Page 3213, Public Records of Dade County, Florida, a Mortgage Deed from
Borrower to Teachers dated March 28, 1985 and recorded March 29, 1985 in the
Official Records Book 12460, Page 3307, Public Records of Dade County,
Florida, a Consolidation, Modification and Extension Agreement by and between
Borrower and Teachers dated March 28, 1985 and recorded March 29, 1985 in the
Official Records Book 12460, Page 3257, Public Records of Dade County,
Florida, a Partial Release, Spreader and Modification Agreement; all of which
on even date herewith, were assigned from Teachers to Lender (collectively,
the "Prior Security Instrument").

D. Pursuant to an Agreement of Consolidation, Modification, Renewal
and Restatement between Borrower and Lender of even date herewith, Borrower
has agreed to execute and deliver and Lender has agreed to accept (i) a Future
Advance Note in the amount of $2,714,289.61 from Borrower to Lender of even
date herewith; (ii) a Modification, Renewal and Restatement of Mortgage and
Security Agreement by Borrower to Lender of even date herewith; and (iii) this
Consolidated, Modified, Renewed and Restated Note executed by Borrower to
Lender in the principal amount of $47,500,000.00, which consolidates,
modifies, renews and restates said Future Advance Note and the Prior Note.

NOW, THEREFORE, for and in consideration of the sum of Ten and no/100
Dollars and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Prior Note and Future Advance Note are hereby
consolidated and are hereby modified, renewed and restated in their entirety
to read as follows:

[CONTINUED ON NEXT PAGE]

<PAGE>
LOAN NO. 6 100 405

CONSOLIDATED, MODIFIED,
RENEWED AND RESTATED
PROMISSORY NOTE

$47,500,000.00

December __, 1993

FOR VALUE RECEIVED, the undersigned, WEST DADE COUNTY ASSOCIATES, a
Florida general partnership, having offices in care of The Edward J.
DeBartolo Corporation, 7620 Market Street, Youngstown, Ohio 44513-6085
("Borrower") promises to pay to the order of THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA ("Lender"), (Lender and its successors and assigns who become
holders of this Note are hereinafter collectively referred to as "Holder"), by
Federal wire transfer to Holder at Morgan Guaranty Trust Company (ABA # 0210
00 238), 23 Wall Street, New York, New York 10019, Account No. 05054493,
referencing Loan No. 6 100 405, or at such other place or manner as Holder may
from time to time designate, the principal sum of FORTY-SEVEN MILLION FIVE
HUNDRED THOUSAND DOLLARS ($47,500,000.00), or so much thereof as may be
advanced by Holder to Borrower, together with interest on the Principal
Balance from the date hereof until paid at the rates provided herein.

1. Definitions. For the purpose of this Note, the following terms
shall have the meanings set forth below. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to such term in the Security
Instrument.

"Acceleration Notice" shall have the meaning set forth
in Paragraph 5.1 of this Note.

"DeBartolo" means DeBartolo, Inc.

"DeBartolo CAP" shall have the meaning set forth in
Paragraph 18 of this Note.

"Discount Rate" means the rate which, when compounded
monthly, is equivalent to the Treasury Rate when compounded semi-annually.

"DRC" means DeBartolo Realty Corporation, an Ohio
corporation.

"DRPLP" means DeBartolo Realty Partnership, L.P. , a
Delaware limited partnership.

"DeBartolo Loan Parties" shall have the meaning set
forth in Paragraph 18 of this Note.

"Exculpated Parties" shall have the meaning set forth in
Paragraph 18 of this Note.

"Interest Rate" means a rate of
interest per annum of six and ninety-one hundredths percent (6.91%).

"JMB Cap" shall have the meaning set forth in Paragraph
18 of this Note.

"JMB Loan Parties" shall have the meaning set forth in
Paragraph 18 of this Note.

"Loan Documents" means this Note, the Security
Instrument, the Modified and Restated Assignment of Lessor's Interest in
Leases, the Agreement of Consolidation, Modification, Renewal and
Restatement, the Hazardous Substance Remediation and Indemnification Agreement
between Borrower, the Other Loan Parties and Lender of even date herewith, the
Other Loan Party Agreement by and between the Other Loan Parties and Lender of
even date herewith and all other documents now or hereafter governing,
securing or evidencing the Indebtedness (as such term is defined in the
Security Instrument).

"Loan" means the loan evidenced by this Note.

"Maturity" shall mean the Maturity Date or such earlier
date as the entire principal balance of the Note may be due and payable by
acceleration by the Holder as provided in this Note.

"Maturity Date" means the ____ day of December, 2003.

"Maximum Rate" shall have the meaning set forth in
Paragraph 15 of this Note.

"Monthly Due Date" means the 10th day of each calendar
month during the term of the Loan.

"Monthly Late Charge" means a late charge equal to four
percent (4%) of the monthly interest payment or monthly principal and interest
payment.

"Other Loan Party" means any one of the Other Loan
Parties.

"Other Loan Parties" shall have the meaning set forth in
the Security Instrument.

"Per Diem Late Charge" means a late charge of $1,000.00
per day.

"Prepayment Date" means any date, prior to the Maturity
Date, upon which all or any portion of the Principal Balance is prepaid.

"Prepayment Premium" shall have the meaning set forth in
Paragraph 6.2 of this Note.

"Present Value of the Loan" shall be determined by
discounting all scheduled payments of principal and interest, remaining to
the Maturity Date with respect to the amount being prepaid, at the Discount
Rate. If prepayment occurs on a date other than a regularly scheduled payment
date, the actual number of days remaining from the Prepayment Date to the next
regularly scheduled payment date will be used to discount within this period.

"Principal Balance" means the outstanding principal
balance of this Note from time to time outstanding.

"Real Estate Security" means the Land, as defined in the
Security Instrument, the Improvements, as defined in the Security Instrument,
all rents, issues, profits and proceeds therefrom, together with any interest
in any ingress or egress easements, the developer's interest in the COREA, as
defined in the Security Instrument, or other appurtenances, easements or
Borrower's real property rights or interests relating thereto.

"Secondary Interest Rate" means a rate of interest per
annum equal to the lesser of (1) the maximum rate allowed by the law or (2)
the rate which is the greater of (i) a per annum rate equal to four percent
(4%) over the Interest Rate or (ii) a per annum rate equal to four percent
(4%) over the prime rate (for corporate loans at large United States money
center commercial banks) published in the Wall Street Journal on the first
business day of each month in which such default occurs or continues.

"Security Instrument" means that certain Modification,
Renewal and Restatement of Mortgage and Security Agreement of even date
herewith, executed by Borrower for the benefit of Holder as security for
repayment of this Note.

"Treasury Rate" means the semi-annual yield on the
Treasury Constant Maturity Series with maturity equal to the remaining
weighted average life of the Loan for the week prior to the Prepayment Date,
as reported in Federal Reserve Statistical Release H.15 - Selected Interest
Rates, conclusively (without manifest error) determined by Holder on the
Prepayment Date. The rate will be determined by linear interpolation between
the yields reported in Release H.15, if necessary. In the event Release H.15
is no longer published, Holder shall select a comparable publication to
determine the Treasury Rate.

2. Payments.

2.1 Principal and interest hereunder shall be payable by
Borrower to Holder as follows:

(i) Interest only, in arrears, from the date of the
Note through the 10th day of January, 1994 payable on the 10th day of
January, 1994; said payment being an adjusted payment;

(ii) Monthly installments of interest only, in arrears,
in the amount of Two Hundred Seventy-Three Thousand Five Hundred Twenty
and 83/100ths Dollars ($273,520.83) each shall be due and paid
commencing the 10th day of February, 1994 and continuing on the 10th day
of each succeeding consecutive month thereafter through and including
the ____ day of December, 1996;

(iii) Monthly installments of principal and interest in
the amount of Three Hundred Thirteen Thousand One Hundred Fifty-Two and
84/100ths Dollars ($313,152.84) each shall be due and paid commencing
the 10th day of January 1997 and continuing on the 10th day of each
succeeding consecutive month thereafter until the Maturity Date; and

(iv) In any event, the entire unpaid balance of
principal and accrued interest shall be due and payable on the Maturity
Date. For any partial month, interest payments due under this Note
shall be computed by dividing the actual number of days the Loan is
outstanding by three hundred and sixty-five (365) days multiplied by the
Principal Balance multiplied by the Interest Rate or Secondary Interest
Rate, as the case may be.

2.2 Until directed otherwise in writing by Holder, all
payments of principal, interest, and Prepayment Premium, if any, made under
this Note shall be made by electronic funds transfer from a bank account
established and maintained by Borrower for this purpose. Borrower covenants
and agrees to so establish and maintain such an account with a depository
satisfactory to Holder in Holder's reasonable discretion, and to direct the
depository in writing to transfer such payments on their respective due dates
to the account of Holder maintained at such depository as Holder and Borrower
shall designate. Holder shall have the right, after thirty (30) days written
notice to Borrower, to require Borrower to use a different depository or to
select a different depository for Holder's account, if applicable as
reasonably approved by Borrower. All costs of establishing and maintaining
such accounts and all costs of such electronic funds transfers shall be paid
by Borrower. Prior to each payment due date, Borrower shall deposit and/or
maintain sufficient funds in Borrower's account to cover each debit entry.

2.3 THIS LOAN IS PAYABLE IN FULL ON THE ____ DAY OF
DECEMBER, 2003. ON SAID MATURITY DATE YOU MUST REPAY THE ENTIRE PRINCIPAL
BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE. THE PAYEE IS UNDER NO
OBLIGATION TO RENEW, EXTEND OR REFINANCE THE LOAN AT THAT TIME. YOU WILL
THEREFORE BE REQUIRED TO MAKE PAYMENT OUT OF THE COLLATERAL AND OTHER ASSETS
YOU OWN ON THE MATURITY DATE UNLESS YOU FIND ANOTHER LENDER WHICH FUNDS AN
AMOUNT SUFFICIENT TO ALLOW YOU TO PAY OFF THIS LOAN ON THE MATURITY DATE.

2.4If the date for any payment hereunder falls on a day
which is not a Business Day, then for all purposes hereof the same shall be
deemed to have fallen on the next succeeding Business Day, and such extension
of time shall in such case be included in the computation of interest
hereunder.

3. Treatment of Payments. All payments due under this Note shall
be made without setoff, counterclaim, or deduction. Payments from Borrower to
Holder under this Note shall be applied first to any expense reimbursements
provided for under the Loan Documents as constituting additional indebtedness
of Borrower to Holder, then to any accrued and unpaid Late Charges under this
Note, then to accrued and unpaid interest under this Note and the balance to
the Principal Balance and any Prepayment Premium due thereon.

4. Late Charges.
4.1 If any monthly interest payment or monthly principal
and interest payment is not paid in full on or before the Monthly Due Date for
such payment, then a Per Diem Late Charge shall be assessed for each day that
such payment is not paid from (and including) the first day after such Monthly
Due Date to (and including) the date upon which such payment is made;
provided, however, that if any such monthly interest payment or monthly
principal and interest payment, together with all accrued Per Diem Late
Charges, is not paid in full on or before the fifteenth day immediately
following such Monthly Due Date for such payment, the Monthly Late Charge
shall be deemed to be immediately assessed and shall be immediately due and
payable as to such payment. The Monthly Late Charge shall be payable in lieu
of and not in addition to any Per Diem Late Charges that shall have accrued
during the two-week period immediately preceding the assessment of the Monthly
Late Charge. Borrower acknowledges and agrees that its failure to make timely
payments will result in Holder incurring additional expense in servicing the
Loan, and that it is extremely difficult and impractical to ascertain the
extent of such damages, and that the Per Diem Late Charge and Monthly Late
Charge represent a fair and reasonable estimate, considering all of the
circumstances existing on the date of the execution of this Note, of the costs
that Holder will incur by reason of any such late payments. Acceptance of any
Per Diem Late Charge and Monthly Late Charge shall not constitute a waiver of
the default with respect to the late payment, and shall not prevent Holder
from exercising any of the other rights or remedies available hereunder or at
law or in equity.

4.2The foregoing Per Diem Late Charge and Monthly Late
Charge obligations shall not be assessed or imposed, and payments due under
this Note shall not be deemed delinquent due to delays attributable to acts or
causes directly related to the Electronic Fund Transfer System and beyond the
control of Borrower.

5. Event of Default and Secondary Interest.

5.1 The occurrence of an "Event of Default" under any
Loan Document shall constitute an Event of Default under this Note. Upon the
occurrence of an Event of Default, Holder, at its option, may declare the
Principal Balance together with all unpaid accrued interest, any Prepayment
Premium and any other accrued and unpaid sums evidenced or secured by this
Note or any Loan Document, to be immediately due and payable, without further
presentment, demand, protest or notice of any kind, by so notifying Borrower
in writing ("Acceleration Notice").

5.2 Borrower agrees that from and after the delivery of
an Acceleration Notice pursuant to Paragraph 5.1 of this Note, interest shall
accrue on the Indebtedness at the Secondary Interest Rate.

6. Prepayment.

6.1 Subject to payment of the premium referred to below
(unless any term or provision of a Loan Document expressly provides otherwise)
and all accrued interest and other sums due under the Loan, if any, Borrower
shall have the right to prepay all or part of the outstanding principal
balance of the Loan on any date, upon giving not less than thirty (30) days
prior written notice to Holder of its intention to prepay.

6.2 Except as to prepayments within ninety (90) days
prior to the maturity of the Loan while there is no default by Borrower under
the Loan Documents which has not been cured during any applicable grace,
notice and cure periods prior to an acceleration by Holder (in which case the
Prepayment Premium shall not be applicable), if the Loan is prepaid for any
reason, whether voluntarily or involuntarily, or after acceleration by Holder
upon a default by Borrower under the Loan Documents which has not been cured
during any applicable grace, notice and cure periods, Borrower shall pay a
prepayment premium ("Prepayment Premium") equal to the greater of (1) or (2)
where:

(1) is the product of (a) 1% of the principal amount of the Loan
being prepaid multiplied by (b) the quotient of (i) the number of full
months remaining to maturity of the Loan as of the Prepayment Date
divided by (ii) the number of full months comprising the term of the

Loan; and,

(2) is an amount equal to the Present Value of the Loan less the

amount of principal being prepaid including accrued interest, if any,
calculated as of the Prepayment Date.

Holder shall notify Borrower of the amount and basis of determination of the
Prepayment Premium. On or before the Prepayment Date, Borrower shall pay to
Holder the Prepayment Premium together with the amount of the principal being
prepaid and all accrued interest and other sums due under the Loan. Holder
shall not be obligated to accept any prepayment of the principal balance of
the Loan unless such prepayment is accompanied by the Prepayment Premium and
all accrued interest and other sums due under the Loan.

7. Security. This Note is secured, among other security, by the
Security Instrument and the other Loan Documents, which contain provisions for
the acceleration of the maturity of this Note upon the occurrence of certain
described events.

8. Holder's Rights; No Waiver by Holder. The rights, powers and
remedies of Holder under this Note shall be in addition to all rights, powers
and remedies given to Holder under the Loan Documents and any other agreement
or document securing or evidencing the Indebtedness or by virtue of any
statute or rule of law, including, but not limited to, the Florida Uniform
Commercial Code. All such rights, powers and remedies shall be cumulative and
may be exercised successively or concurrently in Holder's sole discretion
without impairing Holder's security interest, rights or available remedies.
Subject to the provisions of Paragraph 9.34 of the Security Instrument, any
forbearance, failure or delay by Holder in exercising any right, power or
remedy shall not preclude further exercise thereof, and every right, power or
remedy of Holder shall continue in full force and effect until such right,
power or remedy is specifically waived in a writing executed by Holder.
Borrower waives any right to require the Holder to proceed against any person
or to exhaust any Property or to pursue any remedy in Holder's power.

9. Borrower's Waivers.

9.1 Except as expressly provided for in the Loan
Documents, Borrower and any endorsers of this Note, and each of them, hereby
waive diligence, demand, presentment for payment, notice of non-payment,
protest and notice of protest, and specifically consent to and waive notice of
any renewals or extensions of this Note, whether made to or in favor of
Borrower or any other person or persons. Borrower and any endorsers of this
Note expressly waive all right to the benefit of any statute of limitations
and any moratorium, reinstatement, marshalling, forbearance, extension,
redemption, or appraisement now or hereafter provided by the Constitution and
the laws of the United States and of any state thereof, as a defense to any
demand against Borrower or any such endorsers, to the fullest extent permitted
by law.

9.2 WAIVER OF TRIAL BY JURY.

BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
FILED BY BORROWER OR HOLDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING
DIRECTLY OR INDIRECTLY TO THIS NOTE, THE LOAN, THE LOAN DOCUMENTS OR ANY ACTS
OR OMISSIONS OF LENDER IN CONNECTION THEREWITH.

10. Transfers by Holder. This Note or any interest in this Note and
the Loan Documents may be hypothecated, transferred or assigned by Holder
without the prior consent of Borrower; provided, however, that Holder upon the
written request of Borrower made not more frequently than once during any
calendar year shall disclose to Borrower the identity of all participants in
the Loan and all assignees of the Loan.

11. Amendment. This Note may be amended or modified only by an
instrument in writing which by its express terms refers to this Note and which
is duly executed by the party sought to be bound thereby.

12. Successors and Assigns. This Note shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, personal representatives, successors and permitted
assigns.

13. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of Florida.

14. Time. Time is of the essence with respect to each and every
term and provision of this Note.

15. No Usury. Under no circumstances shall the aggregate amount
paid or agreed to be paid hereunder exceed the highest lawful rate permitted
under applicable usury law (the "Maximum Rate") and the payment obligations of
Borrower under this Note are hereby limited accordingly. If under any
circumstances, whether by reason of advancement or acceleration of the unpaid
principal balance hereof or otherwise, the aggregate amounts paid on this Note
shall include amounts which by law are deemed interest and which would exceed
the Maximum Rate, Borrower stipulates that payment and collection of such
excess amounts shall have been and will be deemed to have been the result of
a mistake on the part of both Borrower and Holder, and the party receiving
such excess payments shall promptly credit such excess (to the extent only of
such interest payments in excess of the Maximum Rate) against the unpaid
principal balance hereof (without payment of any prepayment penalty) and any
portion of such excess payments not capable of being so credited shall be
refunded to Borrower.

16. Notices. All notices, consents and other communications
required or permitted by this Note shall be in writing and shall be given in
the manner set forth in the Security Instrument.

17. Attorneys' Fees. The undersigned agrees to pay all costs,
including reasonable attorneys' fee and expenses, incurred by Holder in
enforcing payment or collection of this Note or the terms of any Loan Document
in accordance with the terms and provisions of the Loan Documents (as
reasonably construed by Holder), whether or not suit is filed.

18. Limitation on Personal Liability. Holder agrees, subject to the
specific exceptions set forth below and not as to any Loan Document which
expressly states it is not subject, in whole or in part, to this Limitation on
Personal Liability provision (including, but not by way of limitation, the
Hazardous Substances Remediation and Indemnification Agreement of even date
herewith between Borrower, the Other Loan Parties and Lender and the Other
Loan Party Agreement of even date herewith between the other Loan Parties and
Lender), to the extent the provisions of any such Loan Document expressly
provides that all or any part of this paragraph is not applicable to any such
document, that in enforcing any obligations under the Loan Documents its sole
recourse shall be limited to the collateral for the Loan and it will look
solely and only to such collateral in enforcing any such obligations.
Further, subject to the specific exceptions set forth below and excluding any
Loan Document which expressly states that it is not subject to this Limitation
on Personal Liability provision to the extent the provisions of any such Loan
Document expressly provides that all or any part of this paragraph is not
applicable to any such document, neither Borrower, its partners nor any other
Loan Party ("Exculpated Parties") shall have any personal liability under the
Loan Documents, except that Borrower, its general partners (but not the
partners of such parties unless they area also Other Loan Parties and/or any
negative capital accounts of any partners not created for the purpose of
evading liability hereunder), and the Other Loan Parties (but not the
partners of such parties unless they are also Other Loan Parties and/or any
negative capital accounts of any partners not created for the purpose of
evading liability hereunder) shall be jointly and severally liable for
the payment of taxes, assessments and utility charges with respect to the Real
Estate Security or any part thereof which become due and payable prior to the
earlier to occur of (x) the Holder taking possession of the Real Estate
Security, the appointment of a receiver for the Real Estate Security or (z)
the issuance of a certificate of title pursuant to a foreclosure sale of the
Real Estate Security or upon Holder's acceptance of, in its sole discretion
without regard to the Standard of Conduct, a deed-in-lieu of foreclosure and
such joint and several liability as provided for under the ERISA paragraphs of
the Security Instrument including the indemnification provisions thereof and
for the Indemnity Obligations under and as defined in the Hazardous Substances
Remediation and Indemnification Agreement of even date herewith between
Borrower, the Other Loan Parties and Lender and for the obligations of the
Other Loan Parties under the Other Loan Party Agreement of even date herewith
by and between the Other Loan Parties and Lender. Without limitation on the
foregoing and notwithstanding anything to the contrary herein, in no event
shall any of the partners, officers, directors, employees, or shareholders of
the Exculpated Parties have any personal liability under the Loan Documents
(unless they are either an entity which is a general partner of Borrower or an
entity which is an Other Loan Party) and any negative capital account of any
partners not created for the purpose of evading liability hereunder, shall
not be available as collateral to the Holder. Moreover, after written notice
from Holder to the Exculpated Parties, the agreement not to pursue recourse
liability SHALL BECOME NULL AND VOID and of no further force and effect as
to Borrower, its general partners and the Other Loan Parties (but not the
officers, directors, employees or shareholders of Borrower's general partners
and of the Other Loan Parties, any partners of Borrower's general partners
unless they are also Other Loan Parties and any partners of the Other Loan
Parties unless they are also Other Loan Parties nor any negative capital
account of any partner not created for the purpose of evading any liability
hereunder) in the event:

(a) of actionable fraud or intentional material misrepresentation in
connection with the Loan not cured within thirty (30) days after written
notice of the same from Holder to Borrower (but not in addition to any cure
period applicable to any written notice of default by Holder to Borrower given
under the Loan Documents based on such occurrences); or

(b) of the misapplication of (i) proceeds paid under any insurance
policies by reason of damage, loss or destruction affecting any portion of the
collateral for the Loan (to the full extent of such proceeds that were
misapplied) not cured within thirty (30) days after written notice of the same
from Holder to Borrower (but not in addition to any cure period applicable to
any written notice of default by Holder to Borrower given under the Loan
Documents based on such occurrences) (ii) any proceeds or awards resulting
from the condemnation of all or any part of the collateral for the Loan (to
the full extent of such proceeds or awards that were misapplied) not cured
within thirty (30) days after written notice of the same from Holder to
Borrower (but not in addition to any cure period applicable to any written
notice of default by Holder to Borrower given under the Loan Documents based
on such occurrences) or (iii) rents received after receipt by Borrower of any
notice to which Borrower may be entitled, if any, of default or of foreclosure
or of exercise of other remedies by Holder upon a default by Borrower; or

(c) of any tenant security deposits not turned over to Holder upon
foreclosure or sale pursuant to power of sale if, at such time, there is a
legal duty to return said tenant security deposit to the depositing tenant,
now or in the future, under the provisions of any such tenant's lease or under
Florida law; or

(d) of any intentional waste of any part of the collateral for the
Loan not cured within thirty (30) days after written notice of the same from
Holder to Borrower (but not in addition to any cure period applicable to any
written notice of default by Holder to Borrower given under the Loan Documents
based on such occurrences).

The recourse liability resulting from (b), (c) and (d) above shall apply only
to the extent of the lesser of (x) the amount involved in (b), (c), and (d)
above, as applicable, and (y) the amount (the "Deficiency Amount"), if any,
by which the sums owed under the Loan Documents exceed the fair market value
of the collateral for the loan at the time of any foreclosure sale or deed in
lieu of foreclosure as to said collateral.

The foregoing provisions shall not limit or diminish Holder's other rights
and remedies with respect to the collateral for the loan under any provisions
of the Loan Documents or at law and in equity, including, without limitation,
the right to foreclose, nor shall such provisions limit or diminish Holder's
rights and remedies under any provisions of the Loan Documents in seeking
personal liability therefor as to any of the above specific exceptions to the
Limitation on Personal Liability provisions or as to any Loan Document which
expressly states it is not subject to the above Limitation on Personal
Liability provisions.

Notwithstanding any term or provision contained herein or in the Loan
Documents, the liability hereunder of Urban Shopping Centers, L.P., a
Maryland limited partnership, JMB Income Properties, Ltd.-XIII, an Illinois
limited partnership, and IDS/JMB Balanced Income Growth, Ltd., an Illinois
limited partnership (collectively the "JMB Loan Parties") and each of them,
jointly and severally among each other, shall not exceed fifty percent (50%)
("JMB Cap") of the total recourse dollar amount Holder would, but for the JMB
Cap and DeBartolo Cap, be entitled to recover from all of the Other Loan
Parties including the JMB Loan Parties plus interest on said amount at the
Secondary Interest Rate, and reasonable out-of-pocket costs of enforcement and
reasonable attorneys fees in recovering the same less any amounts realized by
Holder from Borrower, all of the Other Loan Parties and the collateral for the
Loan (but not from the DeBartolo Loan Parties) in excess of the total
nonrecourse dollar amount owed to Holder with no obligation to proceed
against any of them. In no event however, should Holder collect more than
one hundred percent (100%) of the sums due hereunder. The liability of
DeBartolo, Inc., DeBartolo Realty Corporation, an Ohio corporation, and
DeBartolo Realty Partnership, L.P., a Delaware limited partnership
(collectively the "DeBartolo Loan Parties") and each of them, jointly
and severally among each other, shall not exceed fifty percent (50%)
("DeBartolo Cap") of the total recourse dollar amount Holder would, but for
the DeBartolo Cap and JMB Cap, be entitled to recover from all of the Other
Loan Parties including the DeBartolo Loan Parties plus interest on said amount
at the Secondary Interest Rate and reasonable out-of-pocket costs of
enforcement and reasonable attorneys fees in recovering the same less any
amounts realized by Holder from Borrower, all of the Other Loan Parties and
the collateral for the Loan (but not from the JMB Loan Parties) in excess of
the total nonrecourse dollar amount owed to Holder with no obligation to
proceed against any of them. In no event however, should Holder collect more
than one hundred percent (100%) of the sums due hereunder. The JMB Cap and
DeBartolo Cap shall not cause or create any obligation of Holder to collect
all or any portion of the sums due hereunder or to enforce any obligation of
Borrower, the JMB Loan Parties or the DeBartolo Loan Parties hereunder or of
Borrower under the Loan Documents or to exercise any of Holder's rights or
remedies as to the collateral for the Loan. The liability of the JMB Loan
Parties, the DeBartolo Loan Parties and Borrower are primary and absolute
obligations of each subject to the JMB Cap, in the case of the JMB Loan
Parties, and the DeBartolo Cap, in the case of the DeBartolo Loan Parties.
After a transfer pursuant to the provisions of Paragraph 4.2.E of the
Security Instrument, the JMB Cap and DeBartolo Cap will no longer be
applicable to the transferee pursuant to the provisions of Paragraph 4.2.E of
the Security Instrument (transfers between JMB and DeBartolo Affiliates).
Further, the Borrower and Other Loan Parties may qualify for a release from
their recourse obligations under the Loan Documents under certain
circumstances and subject to the requirements of Paragraph 4.2.B.(3) of the
Security Instrument and the certain transferring Other Loan Parties and/or
affiliates of the transferring Other Loan Parties may qualify for a release
from their recourse obligations under the Loan Documents under certain
circumstances and subject to the requirements of Paragraph 4.2.K of the
Security Instrument.

19. Incorporation by Reference. The provisions of (i) Paragraph
9.34 of the Security Instrument governing the standard of conduct of Holder,
(ii) Paragraph 6.1.D of the Security Instrument relating to Default Waivers,
(iii) Paragraph 9.1 of the Security Instrument relating to the term "Debtor"
are hereby incorporated herein by reference and shall be applicable to this
instrument with "Debtor" therein to mean "Borrower" herein and "Secured Party"
therein to mean "Holder" herein.

EXECUTION AND NOTARIZATION PAGES FOLLOW

<PAGE>
WEST DADE COUNTY ASSOCIATES, a Florida
general partnership

By: JMB/Miami International Associates,
an Illinois general partnership as
general partner of West Dade County
Associates

By: JMB Income Properties, Ltd.-
XIII, an Illinois limited
partnership as general partner
of JMB/Miami International
Associates

By: JMB Realty Corporation, a
Delaware corporation as
Managing General Partner of
JMB Income Properties,
Ltd.-XIII

By:_______________________
(signed name)

__________________________

(printed name)

Its:_____________________
(title)

[CORPORATE SEAL]

<PAGE>
By: Urban Shopping Centers, L.P.,
an Illinois limited partnership
as general partner of JMB/Miami
International Associates

By: Urban Shopping Centers,
Inc., a Maryland
corporation as general
partner of Urban Shopping
Centers, L. P.

By: ______________________
(signed name)

__________________________

(printed name)

Its:_____________________

(title)

[CORPORATE SEAL]

By: IDS/JMB Balanced Income Growth,
Ltd., an Illinois limited
partnership as general
partner of JMB/Miami
International Associates

By: Income Growth Managers,
Inc., an Illinois
corporation as general
partner of IDS/JMB Balanced
Income Growth, Ltd.

By:________________________
(signed name)

___________________________
(printed name)

Its:_______________________
(title)

[CORPORATE SEAL]

By: DeBartolo-Miami Associates, an Ohio
general partnership as general
partner of West Dade County
Associates

By:________________________________
Edward J. DeBartolo, general
partner of DeBartolo-Miami
Associates

By: DeBartolo Realty Partnership,
L.P., a Delaware limited
partnership as general partner
of DeBartolo-Miami Associates

By: Coral Square Associates, an
Ohio general partnership, as

general partner of
DeBartolo Realty
Partnership, L.P.

By:_________________________
(Signed name)

_________________________
(Printed name)

Its:________________________
(Title)

By: The Edward J. DeBartolo
Corporation, an Ohio
corporation, as a general
partner of DeBartolo Realty
Partnership, L.P.

By:________________________
(Signed name)

________________________
(Printed name)

Its:_______________________
(Title)

[Corporate seal]

By: M-I Mall, Inc., a Florida
corporation as general partner of
West Dade County Associates

By:______________________________
(signed name)

_____________________________
(printed name)

Its:___________________________
(title)

(CORPORATE SEAL]

By: DeBartolo Realty Partnership,
L.P., a Delaware limited
partnership as general partner
of West Dade County Associates

By: Coral Square Associates, an
Ohio general partnership,
as a general partner of
DeBartolo Realty
Partnership, L.P.

By:________________________
(Signed name)

________________________
(Printed name)

Its:________________________
(Title)

<PAGE>
By: The Edward J. DeBartolo
Corporation, an Ohio
corporation, as a general
partner of DeBartolo Realty
Partnership, L.P.

By:________________________
(Signed name)

________________________
(Printed name)

Its:_______________________
(Title)

[Corporate seal]

<PAGE>
STATE OF _________________________ )
) s.s.
COUNTY OF ________________________ )

BEFORE ME, a Notary Public in and for said County and State on the
date below, personally appeared ____________________ the
_______________________ of JMB Realty Corporation, a Delaware corporation, as
general partner and on behalf of JMB Income Properties, Ltd.-XIII, an Illinois
limited partnership acting as general partner and on behalf of JMB/Miami
International Associates, an Illinois general partnership acting as general
partner of and on behalf of West Dade County Associates, a Florida general
partnership and acknowledged that he/she/they executed the foregoing
instrument on behalf of JMB Realty Corporation, acting as general partner and
on behalf of JMB Income Properties, Ltd.-XIII acting as general partner and on
behalf of JMB/Miami International Associates, an Illinois general partnership
acting as general partner of and on behalf of West Dade County Associates, a
Florida general partnership.

Said person or persons did not take an oath and are personally known
to me or have produced one of the following items of identification which is
current or has been issued within the past five (5) years and bears a serial
or other identifying number: a driver's license issued by a State of the
United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____ day of
____________, 1993.

_____________________________

Signature of Notary Public

_____________________________

Printed Name of Notary Public

My Commission expires:

____________________________

[Notary Seal]
<PAGE>
STATE OF _________________________ )
) s.s.
COUNTY OF ________________________ )

BEFORE ME, a Notary Public in and for said County and State on the
date below, personally appeared ____________________ the
_______________________ of Urban Shopping Centers, Inc., a Maryland
corporation, as general partner and on behalf of Urban Shopping Centers, L.P.,
an Illinois limited partnership acting as general partner and on behalf of
JMB/Miami International Associates, an Illinois general partnership acting as
general partner of and on behalf of West Dade County Associates, a Florida
general partnership and acknowledged that he/she/they executed the foregoing
instrument on behalf of Urban Shopping Centers, Inc. acting as general partner
and on behalf of Urban Shopping Centers, L.P., acting as general partner and
on behalf of JMB/Miami International Associates acting as general partner and
on behalf of West Dade County Associates.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____ day of
____________, 1993.

_____________________________

Signature of Notary Public

_____________________________

Printed Name of Notary Public

My Commission expires:

____________________________

[Notary Seal]
<PAGE>
STATE OF _________________________ )
) s.s.
COUNTY OF ________________________ )

BEFORE ME, a Notary Public in and for said County and State on the
date below, personally appeared ____________________ the
_______________________ of Income Growth Managers, Inc., an Illinois
corporation, as general partner and on behalf of IDS/JMB Balanced Growth,
Ltd., an Illinois limited partnership acting as general partner and on behalf
of JMB/Miami International Associates, an Illinois general partnership acting
as general partner of and on behalf of West Dade County Associates, a Florida
general partnership and acknowledged that he/she/they executed the foregoing
instrument on behalf of Income Growth Managers, Inc. acting as general partner
and on behalf of IDS/JMB Balanced Growth, Ltd. acting as general partner and
on behalf of JMB/Miami International Associates acting as general partner and
on behalf of West Dade County Associates.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____ day of
____________, 1993.

_____________________________

Signature of Notary Public

_____________________________

Printed Name of Notary Public

My Commission expires:

____________________________

[Notary Seal]

<PAGE>
STATE OF _________________________ )
) s.s.
COUNTY OF ________________________ )

BEFORE ME, a Notary Public in and for said County and State on the
date below, personally appeared EDWARD J. DeBARTOLO as general partner and on
behalf of DeBartolo-Miami Associates, an Ohio general partnership acting as
general partner and on behalf of West Dade County Associates, a Florida
general partnership and acknowledged that he executed the foregoing instrument
as general partner and on behalf of DeBartolo-Miami Associates as general
partner and on behalf of West Dade County Associates.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____ day of
____________, 1993.

_____________________________

Signature of Notary Public

_____________________________

Printed Name of Notary Public

My Commission expires:

____________________________

[Notary Seal]

<PAGE>
STATE OF _________________________ )
) s.s.
COUNTY OF ________________________ )

BEFORE ME, a Notary Public in and for said County and State on the
date below, personally appeared ____________________ as general partner of
Coral Square Associates, an Ohio general partnership acting as a general
partner and on behalf of DeBartolo Realty Partnership L.P., a Delaware limited

partnership, as general partner and on behalf of DeBartolo-Miami Associates,
an Ohio general partnership acting as general partner and on behalf of West
Dade County Associates, a Florida general partnership and acknowledged that he
executed the foregoing instrument on behalf of Coral Square Associates acting
as general partner and on behalf of DeBartolo Realty Partnership, L.P. acting
as general partner and on behalf of DeBartolo-Miami Associates acting as
general partner and on behalf of West Dade County Associates. Said person or
persons did not take an oath and are personally known to me or have produced
one of the following items of identification which is current or has been
issued within the past five (5) years and bears a serial or other identifying
number: a driver's license issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____ day of
____________, 1993.

_____________________________

Signature of Notary Public

_____________________________

Printed Name of Notary Public

My Commission expires:

____________________________

[Notary Seal]

<PAGE>
STATE OF _________________________ )
) s.s.
COUNTY OF ________________________ )

BEFORE ME, a Notary Public in and for said County and State on the
date below, personally appeared ____________________ the _______________ of
The Edward J. DeBartolo Corporation, an Ohio corporation acting as a general
partner and on behalf of DeBartolo Realty Partnership L.P., a Delaware limited
partnership, as general partner and on behalf of DeBartolo-Miami Associates,
an Ohio general partnership acting as general partner and on behalf of West
Dade County Associates, a Florida general partnership and acknowledged that he
executed the foregoing instrument on behalf of The Edward J. DeBartolo
Corporation acting as general partner and on behalf of DeBartolo Realty
Partnership, L.P. acting as general partner and on behalf of DeBartolo-Miami
Associates acting as general partner and on behalf of West Dade County
Associates. Said person or persons did not take an oath and are personally
known to me or have produced one of the following items of identification
which is current or has been issued within the past five (5) years and bears a
serial or other identifying number: a driver's license issued by a State of
the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____ day of
____________, 1993.

_____________________________

Signature of Notary Public

_____________________________

Printed Name of Notary Public

My Commission expires:

____________________________

[Notary Seal]

<PAGE>
STATE OF _________________________ )
) s.s.
COUNTY OF ________________________ )

BEFORE ME, a Notary Public in and for said County and State on the
date below, personally appeared ____________________ the _______________ of
M-I Mall, Inc., a Florida corporation, acting as general partner of and on
behalf of West Dade County Associates, a Florida general partnership and
acknowledged that he/she/they executed the foregoing instrument as general
partner and on behalf of M-I Mall, Inc. acting as general partner and on
behalf of West Dade County Associates. Said person or persons did not take an
oath and are personally known to me or have produced one of the following
items of identification which is current or has been issued within the past
five (5) years and bears a serial or other identifying number: a driver's
license issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____ day of
____________, 1993.

_____________________________

Signature of Notary Public

_____________________________

Printed Name of Notary Public

My Commission expires:

____________________________

[Notary Seal]

<PAGE>
STATE OF _________________________ )
) s.s.
COUNTY OF ________________________ )

BEFORE ME, a Notary Public in and for said County and State on the
date below, personally appeared ____________________, a general partner of
Coral Square Associates, an Ohio general partnership, acting as general
partner of and on behalf of DeBartolo Realty Partnership, L.P., a Delaware
limited partnership acting as general partner and on behalf of West Dade
County Associates, a Florida general partnership, and acknowledged that he
executed the foregoing instrument on behalf of Coral Square Associates, acting
as general partner of and on behalf of DeBartolo Realty Partnership, L.P.,
acting as general partner and on behalf of West Dade County Associates.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____ day of
____________, 1993.

_____________________________

Signature of Notary Public

_____________________________

Printed Name of Notary Public

My Commission expires:

____________________________

[Notary Seal]

<PAGE>
STATE OF _________________________ )
) s.s.
COUNTY OF ________________________ )

BEFORE ME, a Notary Public in and for said County and State on the
date below, personally appeared ____________________, the _____________ of The
Edward J. DeBartolo Corporation, an Ohio corporation, acting as general
partner of and on behalf of DeBartolo Realty Partnership, L.P., a Delaware
limited partnership acting as general partner and on behalf of West Dade
County Associates, a Florida general partnership, and acknowledged that he
executed the foregoing instrument on behalf of The Edward J. DeBartolo
Corporation, acting as general partner of and on behalf of DeBartolo Realty
Partnership, L.P., acting as general partner and on behalf of West Dade County
Associates.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____ day of
____________, 1993.

_____________________________

Signature of Notary Public

_____________________________

Printed Name of Notary Public

My Commission expires:

____________________________

[Notary Seal]

No Florida Documentary Stamps
are due hereon as such
stamps have been affixed to the
Modification, Renewal and
Restatement of Mortgage and
Security Agreement securing
this Note and said stamps have
been duly cancelled with the
balance of such stamps being placed
on the documents modified by said
instrument as recited thereon, which
recitation is incorporated herein
by this reference thereto.

LOAN NUMBER 6 100 405

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Robert A. Savill, P.A.
Shutts & Bowen
20 North Orange Avenue, Suite 1000
Orlando, Florida 32801

SPACE ABOVE THIS LINE FOR RECORDER'S USE

_________________________________________________________________

MODIFICATION, RENEWAL AND RESTATEMENT
OF MORTGAGE AND SECURITY AGREEMENT

[ALL FLORIDA DOCUMENTARY STAMP TAXES AND FLORIDA INTANGIBLES TAXES
WERE PAID ON $45,200,000.00 OF THE ORIGINAL PRINCIPAL AMOUNT OF THE
INSTRUMENTS MODIFIED, RENEWED AND RESTATED HEREIN AND OTHER THAN
$9,500.05 OF FLORIDA DOCUMENTARY STAMP TAXES AND $5,428.58 OF
FLORIDA INTANGIBLES TAXES DUE ON THE $2,714,289.61 FUTURE ADVANCE
NOTE FROM DEBTOR TO SECURED PARTY OF EVEN DATE HEREWITH, NO
ADDITIONAL FLORIDA DOCUMENTARY STAMP TAXES ARE DUE HEREON PURSUANT
TO SECTION 201.09, FLORIDA STATUTES, AND NO ADDITIONAL FLORIDA
INTANGIBLES TAXES ARE DUE HEREON PURSUANT TO SECTION 199.145,
FLORIDA STATUTES. THE PRINCIPAL BALANCE OF THE INDEBTEDNESS
SECURED HEREBY IS $47,500,000.00 AND THE PRINCIPAL BALANCE SECURED
BY THE INSTRUMENTS MODIFIED, RENEWED AND RESTATED HEREIN IS
$44,785,710.39. THE PARTNERSHIP AGREEMENT OF THE DEBTOR PROVIDES
THAT THE PARTNERSHIP CONTINUES ON THE WITHDRAWAL AND/OR ADDITION OF
ANY GENERAL PARTNER]

THIS MODIFICATION, RENEWAL AND RESTATEMENT OF MORTGAGE
AND SECURITY AGREEMENT is made this _____ day of December, 1993, to
be effective as of and from the _____ day of December, 1993, by
WEST DADE COUNTY ASSOCIATES, a Florida general partnership having
offices in care of The Edward J. DeBartolo Corporation, 7620 Market
Street, Youngstown, Ohio 44513-6085 ("Debtor") , unto THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation,
having offices at One Ravinia Drive, Suite 1400, Atlanta, Georgia
30346 ("Secured Party") pursuant to an Agreement of Consolidation,
Modification, Renewal and Restatement by and between Debtor and
Secured Party of even date herewith.

RECITALS:

A. Secured Party is now the owner and holder of the
Mortgage Note dated January 27, 1981 from Debtor to Mellon Bank,
N.A. ("Mellon") in the face amount of THIRTY-EIGHT MILLION AND
NO/100THS DOLLARS ($38,000,000.00), the Mortgage Note dated
November 29, 1982 from Debtor to Mellon in the face amount of FIVE
MILLION EIGHT HUNDRED THOUSAND AND NO/100THS DOLLARS
($5,800,000.00), the Note Extension Agreement dated January 27,
1984 by and between Debtor and Mellon extending the term of the
aforedescribed two Notes, the Mortgage Note dated March 28, 1985
from Debtor to Teachers Insurance and Annuity Association of
America ("Teachers") in the face amount of SEVEN MILLION SIX
HUNDRED TWENTY-TWO THOUSAND NINE HUNDRED THIRTY-EIGHT AND 11/100THS
DOLLARS ($7,622,938.11), and the Consolidating Note Agreement dated
March 28, 1985 between Debtor and Teachers; all of which, on even
date herewith, were assigned from Teachers to Secured Party
(collectively referred to as the "Prior Note").

B. Secured Party is now the owner and holder of a
certain Mortgage and Security Agreement executed by Debtor to
Mellon dated January 27, 1981 and recorded on January 30, 1981 in
the Official Records Book 11001, Page 1488, Public Records of Dade
County, Florida, and a Supplement to Mortgage and Security
Agreement by and between Debtor and Mellon dated November 29, 1982
and recorded December 2, 1982 in the Official Records Book 11629,
Page 2341, Public Records of Dade County, Florida, all of the
foregoing having been assigned by Mellon to Teachers by an
Assignment of Mortgage and Security Agreement from Mellon to
Teachers dated March 22, 1985, and recorded March 29, 1985 in the
Official Records Book 12460, Page 3210, Public Records of Dade
County, Florida, an instrument of assignment from Mellon to
Teachers dated March 22, 1985, and recorded March 29, 1985 in the
Official Records Book 12460, Page 3213, Public Records of Dade
County, Florida, the Mortgage Deed from Debtor to Teachers dated
March 28, 1985 and recorded March 29, 1985 in the Official Records
Book 12460, Page 3307, Public Records of Dade County, Florida, a
Consolidation, Modification and Extension Agreement by and between
Debtor and Teachers dated March 28, 1985 and recorded March 29,
1985 in the Official Records Book 12460, Page 3257, Public Records
of Dade County, Florida, and a Partial Release, Spreader and
Modification Agreement by and between Debtor and Teachers dated
October 1, 1991 and recorded October 22, 1991 in the Official
Records Book 15238, Page 2329, Public Records of Dade County,
Florida; all of which on even date herewith, was assigned from
Teachers to Secured Party (collectively, the "Prior Security
Instrument").

C. Pursuant to an Agreement of Consolidation,
Modification, Renewal and Restatement of Note and Mortgage and
Security Agreement between Debtor and Secured Party of even date
herewith, Debtor has agreed to execute and deliver and Secured
Party has agreed to accept (i) a Future Advance Note in the amount
of $2,714,289.61 from Debtor to Secured Party of even date
herewith; (ii) a certain Consolidated, Modified, Renewed and
Restated Promissory Note in the principal amount of $47,500,000.00
executed by Debtor in favor of Secured Party of even date herewith
which consolidates, modifies, renews and restates said Future
Advance Note and the Prior Note; and (iii) this Modification,
Renewal and Restatement of Mortgage and Security Agreement.

NOW, THEREFORE, for and in consideration of the sum of
Ten and no/100 Dollars and other good and valuable consideration,
the receipt of which is hereby acknowledged, the Prior Security
Instrument is hereby modified, renewed and restated in its entirety
to read as follows:

[CONTINUED ON NEXT PAGE]
TABLE OF CONTENTS

ARTICLE 1 Definitions 3
Certain Defined Terms 3
Acceleration Notice 3
Adjusted Net Proceeds 3
Affiliate 3
Agreement of Consolidation, Modification,
Renewal and Restatement 3
Allied Building 4
Allied Site 4
Allied Stores 4
Alstores 4
Anchor Store 4
Anchor Stores 4
Applicable Financial Reporting Requirements 4
Application 4
Approved Manager 4
Approved Manager Business Practices 5
Architect 5
Assignment of Agreements 5
Assignment of Leases 5
Associated 5
Associated Building 5
Associated Site 6
Burdines 6
Business Day 6
Certified Rent Roll 6
Closing Date 6
Code 6
Collateral 6
Collection Expenses 6
COREA 6
COREA Signatories 7
CPA 7
DeBartolo 7
DRC 7
DRPLP 7
DeBartolo Affiliates 7
DeBartolo Debtor General Partners 7
DeBartolo Cap 7
DeBartolo Family Affiliates 7
DeBartolo OPREIT 7
Default Waiver 7
Deficiency Amount 7
Department Stores 7
Equipment and Vehicles 7
Essential Affiliates 7
Event of Default 7
Excluded Equipment and Vehicles 8
Exculpated Parties 8
Expenses 8
Federated 8
Federated Building 8
Federated Site 8
Final Plans and Specifications 8
Fixtures 8
Future Advance Note 8
General Partner Constituent of Debtor 8
General Partner Constituents of the JMB
Primary Partnerships 8
Good Faith Efforts 9
Grace Period 9
Gross Revenues 9
Hazardous Substances Remediation and
Indemnification Agreement 9
Impositions 9
Impound Account 9
Improvements 9
Indebtedness 9
Institutional 10
Institutional Secured Party 10
Inventory 10
JMB Affiliate 10
JMB Cap 10
JMB Controlled Affiliate 10
JMB Loan Parties 10
JMB Primary Partnerships 10
Jordan Marsh 10
Key Tenant 10
Key Tenant Lease 10
Land 10
Land Use Certification 10
Laws and Restrictions 10
Leased Assets 11
Leases 11
Loan 11
Loan Documents 11
Lord & Taylor 11
Maas 11
Management Agreement 11
Mervyn's 11
Mervyn's Site 11
Mortgaged Premises 11
Net Operating Income 11
Net Proceeds 11
Note 11
Obligations 12
Occurrence 12
One Time Transfer Conditions 12
OPREIT 12
Other Loan Parties 12
Other Loan Party Agreement 12
Penney 12
Penney Building 12
Penney Site 12
Permitted Exceptions 12
Person 12
Personalty 13
Potential Default 13
Preliminary Plans and Specifications 13
Prepayment Premium 13
Proceeding 13
Property 13
Prospective Release 13
Qualified or Qualified Buyer 13
Real Estate Security 13
Realty 13
Receiver 13
Rents 13
Required Periods 13
Risk of Forfeiture 13
Sears 14
Sears Building 14
Sears Site 14
Secondary Interest Rate 14
Security 14
Standard of Conduct 14
Subsequent Owner 14
Temporary Leases 14
Tenant 14
Tenant Fixtures and Improvements 14
Third Party Transferee 14
Trademarks 14
Transfer 15
USCINC 15
USCLP 15

ARTICLE 2 Representations and Warranties 15
2.1Warranty of Title and Authorization 15
2.2Organization and Authority 16
2.3Validity of Loan Documents 16
2.4Financial Statements 17
2.5Other Information 17
2.6This section is reserved 18
2.7Other Arrangements 18
2.8Additional Representations and
Warranties 18
2.9Compliance with Laws 18
2.10Bankruptcy 18
2.11Taxes 19
2.12FIRPTA Certification 19

ARTICLE 3 Affirmative Covenants 20
3.1Obligations of Debtor 20
3.2Insurance 20
3.3Maintenance, Waste and Repair 22
3.4Impositions; Impounds 23
3.5 Compliance with Law. 24
3.6 Books and Records 25
3.7 Further Assurances 27
3.8 Indemnity and Attorneys' Fees 27
3.9 Litigation 27
3.10Inspection of Property 28
3.11Taxes; Tax Receipts 28
3.12Additional Information 28
3.13Prepayment 29
3.14FIRPTA Affidavit 29
3.15Reimbursement 29
3.16Tax Service Contract 29
3.17Management 29
3.18Plans and Specifications 30
3.19Property Description 30

ARTICLE 4 Negative Covenants 30
4.1Restrictive Uses 30
4.2 Due on Sale or Encumbrance 31
A. General Restrictions 31
B. One Time Transfer of
the Entire Mortgaged
Premises 32
C. Internal DeBartolo
General Partnership
Transfers 36
D. Internal JMB General
Partnership Transfers 37
E. Transfers between JMB
and DeBartolo 38
F. 50% Transfer by JMB
or DeBartolo to a
Third Party. 39
G. Initial Transfers to
the DEBARTOLO REIT. 40
H. JMB Transfers to the
JMB OPREIT or DeBartolo
OPREIT 41
I. Partnership Interest
Pledges to Institutional
Secured Parties 41
J. Partner Loans 41
K. Release Rights 42
L. DeBartolo OPREIT General
Partner Transfers 43
4.3 Replacement of Fixtures and Personalty 43
4.4 No Cooperative or Condominium 43
4.5 Name of the Mall 44
4.6 Leasing and Agreements 44
4.7 COREA 45
4.8 [Intentionally omitted] 46
ARTICLE 5 Casualties and
Condemnation 46
5.1 Insurance and Condemnation Proceeds 46
5.2 Additional Provisions Relating to
Condemnation 53
5.3 [Intentionally Omitted] 53

ARTICLE 6 Events of Default and Remedies of Secured
Party 53
6.1 Events of Default 53
6.2 Power of Sale 57
6.3 Proof of Default 58
6.4 Protection of Security 59
6.5 Receiver 59
6.6 Remedies Cumulative 59
6.7 Curing of Defaults 60

ARTICLE 7 Security Agreement and Fixture Filing 60
7.1 Grant of Security Interest 60
7.2 Representations, Warranties and
Covenants 62
7.3 Remedies 66
7.4 Expenses 66
7.5 Fixture Filing 66
7.6 Fixtures 67
7.7 Waivers 68

ARTICLE 8 Assignment of Rents 69
8.1 Assignment of Rents 69
8.2 Collection of Rents 69

ARTICLE 9 Miscellaneous 70
9.1 Use of the term "Debtor" 70
9.2 Change of Law 70
9.3 No Waiver 70
9.4 Abandonment 70
9.5 Notices 71
9.6 Severability 72
9.7 Joinder of Foreclosure 72
9.8 Governing Law 72
9.9 Subordination 72
9.10Future Advances 73
9.11Right to Accelerate, Waiver of
Statute of Limitations and the
Right to Redeem 73
9.12Entire Agreement 73
9.13References to Foreclosure 74
9.14Rights of Secured Party 74
9.15Copies 74
9.16No Merger 74
9.17Right of Entry 74
9.18WAIVER OF TRIAL BY JURY 75
9.19Personalty Security Instruments 75
9.20Suits to Protect Property 75
9.21Junior Liens 75
9.22Charges for Servicing Requests 75
9.23Usury 76
9.24Publicity 76
9.25[Intentionally Omitted] 76
9.26ERISA 76
9.27Defense and Indemnity Rights 80
9.28Destruction of Note 80
9.29Successor and Assigns 81
9.30Rules of Construction 81
9.31Assignment of Mortgage and
Information to Third Persons 82
9.32Commingling of Funds 82
9.33Limitation on Personal Liability 82
9.34Standard of Conduct 86
9.35Certain Standards on Efforts
of Debtor 86
9.36Satisfaction and Cancellation 87
9.37Counterparts 87

LOAN NUMBER 6 100 405

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Robert A. Savill, P.A.
Shutts & Bowen
20 North Orange Avenue, Suite 1000
Orlando, Florida 32801

SPACE ABOVE THIS LINE FOR RECORDER'S USE

_________________________________________________________________

MORTGAGE AND SECURITY AGREEMENT

THIS MORTGAGE AND SECURITY AGREEMENT (this "Instrument")
is made as of the ______ day of December, 1993, by WEST DADE COUNTY
ASSOCIATES, a Florida general partnership, having offices in care
of The Edward J. DeBartolo Corporation, 7620 Market Street,
Youngstown, Ohio 44513-6085 ("Debtor") to THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, a New Jersey corporation, having offices at One
Ravinia Drive, Suite 1400, Atlanta, Georgia, 30346 ("Secured
Party").

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY
PROVISIONS AND SECURES OBLIGATIONS CONTAINING PROVISIONS FOR
EXTENSIONS OF TIME FOR PAYMENT AND OTHER MODIFICATIONS IN THE TERMS
OF THE OBLIGATIONS.

PORTIONS OF THE COLLATERAL ARE GOODS WHICH ARE OR ARE TO
BECOME AFFIXED TO OR FIXTURES ON THE LAND DESCRIBED IN EXHIBIT "A"
HERETO.

THE COLLATERAL SECURES INDEBTEDNESS EVIDENCED BY THE
PROMISSORY NOTE SECURED HEREUNDER IN THE ORIGINAL PRINCIPAL AMOUNT
OF $47,500,000.00.

RECITALS:

1. Debtor by its Note, as defined in Article 1 herein,
is indebted to Secured Party in the principal sum of Forty-Seven
Million Five Hundred Thousand and no/100 dollars ($47,500,000.00)
in lawful money of the United States of America, with interest from
the date thereof at the rates set forth in the Note, principal and
interest to be payable in accordance with the terms and conditions
provided in the Note, the final payment of which, if not sooner
paid, is due and payable not later than the _____ day of December,
2003.

2. Debtor desires to secure the payment of and
performance of all its Obligations, as defined in Article 1 herein.

IN CONSIDERATION of the principal sum of the Note and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, DEBTOR HEREBY IRREVOCABLY GRANTS,
BARGAINS, SELLS, ASSIGNS, TRANSFERS, PLEDGES, MORTGAGES, WARRANTS
AND CONVEYS TO SECURED PARTY, AND GRANTS SECURED PARTY A SECURITY
INTEREST IN, WITH POWER OF SALE, subject to the terms of this
Instrument, all of Debtor's right, title and interest now owned or
hereafter acquired in and to the following property, together with
the Personalty (as hereinafter defined), all of which is
hereinafter collectively defined as the "Property":

A. That certain real property (the "Land") located in
Dade County, State of Florida, and more particularly described in
Exhibit "A" attached hereto;

B. All Improvements (as hereinafter defined) and all
appurtenances, rights and privileges thereof, including all air
rights, and development rights, and any land lying in the streets,
roads or avenues adjoining the Land or any part thereof;

C. All right, title and interest of Debtor in the
COREA;

D. All easements, rights of way, gores of land,
streets, roads, alleys, passages, sewer rights, waters, water
courses, water rights and powers, and all, rights, titles,
interests, privileges, liberties, tenements, hereditaments and
appurtenances whatsoever, in any way belonging, relating or
appertaining to the Land or the Improvements, or which hereafter
shall in any way belong, relate or be appurtenant thereto, whether
now owned or hereafter acquired by Debtor, and the reversion and
reversions, remainder and remainders, rents, issues and profits
thereof, and all the estate, right,title, interest, property,
possession, claim and demand whatsoever,at law as well as in
equity, of Debtor in any of the same;

E. All Fixtures (as such term is hereinafter defined
but excluding Tenant Fixtures and Improvements as hereinafter
defined), whether now or hereafter installed, being hereby declared
to be for all purposes of this Instrument a part of the Land;

F. The rents, issues and profits of or from the Land,
the Improvements, the Personalty and the Fixtures, subject,
however, to the assignment of rents herein contained; and

H. All proceeds of the foregoing, including without
limitation, all judgments, awards of damages and settlements
hereafter made resulting from condemnation or the taking of the
Property or any portion thereof under the power of eminent domain,
any proceeds of any policies of insurance maintained with respect
to the Property, or the proceeds of any sale, option or contract to
sell the Property or any portion thereof.

TO HAVE AND TO HOLD the Property unto Secured Party and
its successors and assigns forever, subject to the Permitted
Exceptions and to all the terms, conditions, covenants and
agreements herein set forth, for the security and benefit of
Secured Party and its successors and assigns as holders of the Note
or any of the documents or instruments evidencing the obligations.

FOR THE PURPOSE OF SECURING, in such order of priority as
Secured Party may determine: (i) payment of the Indebtedness (as
hereinafter defined) and (ii) payment (with interest as provided)
and performance by Debtor of the Obligations (as hereinafter
defined).

IN FURTHERANCE OF THE FOREGOING, Debtor hereby warrants,
represents, covenants and agrees as follows:

ARTICLE 1 Definitions

Certain Defined Terms: As used in this Instrument the
following terms shall have the following meanings:

Acceleration Notice: A written notice of acceleration of
the indebtedness given by Secured Party, as Holder, to Debtor, as
Borrower under the Note.

Adjusted Net Proceeds: As defined in Paragraph 5.1.E(6)
herein.

Affiliate: With respect to any Person which is not an
individual, (i) any corporation, business trust or other similar
entity in which the Person owns, directly or indirectly, at least
51% of each class of equity interest including a power to vote;
(ii) any general or limited partnership, joint venture or similar
entity in which the Person or any entity described in clause (i) is
the managing general partner or (iii) any other entity controlled
by or under common control with or controlling the Person.

Agreement of Consolidation, Modification, Renewal and
Restatement: The Agreement of Consolidation, Modification, Renewal
and Restatement of even date herewith between Debtor and Secured
Party.

Allied Building: as defined in the COREA.

Allied Site: as defined in the COREA.

Allied Stores: Allied Stores General Real Estate
Company, a Delaware corporation which was the successor by merger
with Alstores.

Alstores: Alstores Realty Corporation, a Delaware
corporation which merged into CAC XLVII, Inc. which, in turn,
changed its name to Allied Stores.

Anchor Store: One of the Anchor Stores.

Anchor Stores: The Burdines "B" retail department store
operated by Allied Stores on the Allied Site, the Burdines "A"
retail department store operated by Burdines on the Federated Site,
the Mervyn's retail department store operated by Mervyn's on the
Mervyn's Site (formerly the Associated Site), the Penney retail
department store operated by Penney's on the Penney Site, and the
Sears retail department store operated by Sears on the Sears Site.

Applicable Financial Reporting Requirements: As to the
Debtor, in accordance with generally accepted accounting principles
consistently applied, as to any Person required to do so by any
federal or state securities laws or regulations or by such Person's
organizational documents, in accordance with generally accepted
accounting principles consistently applied, as to DeBartolo, Inc.,
in accordance with its historical practices utilized with regard to
financial statements submitted to Secured Party by DeBartolo, Inc.
in past transactions with Secured Party, and as to any other
Person, in accordance with a modified cash basis generally accepted
in the commercial real estate industry.

Application: The Application No. 9300324, dated
September 1, 1993, executed by Debtor (referred to as "Borrower"
therein) and addressed to Secured Party as modified by the Loan
Commitment letter from Secured Party to Debtor dated September 15,
1993 and Letter between Secured Party and Debtor dated
September 22, 1993.

Approved Manager: Any property manager, unless waived in
writing by Secured Party, having at least seven million five
hundred thousand (7,500,000) rentable square feet of first class
enclosed regional mall space under current management and which is
of nationally recognized standing in the area of management and
operation of enclosed regional malls, and provided there is no
uncured default under any of the Loan Documents, (i) the Transferee
of any one time transfer of the entire Real Estate Security
permitted under the provisions of Paragraph 4.2.D herein (or in the
alternative, its Affiliate) if such Transferee or Affiliate, as the
case may be, has at least seven million five hundred thousand
(7,500,000.00) rentable square feet of first class enclosed
regional mall space under current management and is of nationally
recognized standing in the area of management and operation of
enclosed regional malls; (ii) any management company in which at
least ninety percent (90%) of the economic benefit accrues to Urban
Shopping Centers, L.P. or the operating partnership of the real
estate investment trust formed by DeBartolo to hold partnership
interests in Borrower or any of Borrower's general partners to the
extent approved by Lender pursuant to the provisions of Paragraph
4.2 herein, provided, as to each of such management companies
separately, such management companies manage as of the date such
management company takes over management of the Property: (x)
substantially all the enclosed regional malls as to which selection
of the management company is controlled by said real, estate
investment trust operating partnerships and (y) initially at least
seven million five hundred thousand (7,500,000) rentable square
feet of first class enclosed regional mall space as to each of said
management companies; and (iii) any property manager which manages
at least seven million five hundred thousand (7,500,000) rentable
square feet of first class enclosed regional mall space and whose
management is controlled by and undertaken by the management
personnel of nationally recognized standing in the area of the
management and operation of enclosed regional malls who are
officers and/or employees of DeBartolo or its Affiliates or JMB
Realty Corporation or its Affiliates.

Approved Manager Business Practices: The ordinary
business practices and procedures employed by the Approved Manager
in connection with the leasing of space in, and the management of,
first class enclosed regional shopping centers.

Architect: As defined in Paragraph 5.1.E(1) herein.

Assignment of Agreements: The Collateral Assignment of
Agreements executed by Debtor in favor of Secured Party on even
date herewith.

Assignment of Leases: The Modified and Restated
Assignment of Lessor's Interest in Leases of even date herewith,
executed by Debtor in favor of Secured Party.

Associated: Associated Dry Goods Corporation, a Virginia
corporation.

Associated Building: as defined in the COREA and now
known as the Mervyn's Building.

Associated Site: as defined in the COREA and now known
as the Mervyn's Site.

Burdines: Burdines Real Estate, Inc., a Delaware
corporation successor in interest to Federated under the COREA.

Business Day: Any week-day of the year on which banks
are not required or authorized to close under the laws of the
United States or the State of Florida.

Certified Rent Roll: A rent roll listing all Tenants
occupying space at the Property certified by Debtor and in such
form, and containing such information, as the certified rent roll
of the Property delivered by Debtor to Secured Party in connection
with the funding of the Loan.

Closing Date: The date of the first disbursement of
funds under the Loan.

Code: As defined in Paragraph 2.2.D herein.

Collateral: As defined in Paragraph 7.1 herein.

Collection Expenses: As defined in Paragraph 3.8 herein.

COREA: (i) Easement and Operating Agreement by and
between Sears, Alstores, Jordan Marsh, Federated, Associated and
Debtor dated April 13, 1982 and recorded April 15, 1982 in Official
Records Book 11411, Page 1044, Public Records of Dade County,
Florida as amended by a First Amendment to Easement and Operating
Agreement by and between Sears, Allied Stores, Maas, Burdines,
Penney and Mervyn's dated October 22, 1991 and recorded October 22,
1991 in the Official Records Book 15238, Page 2289, Public Records
of Dade County, Florida; (ii) Agreement to Operate dated April 13,
1982 between Jordan Marsh Company, Federated, Associated and
Developer which was amended by First Amendment to Agreement to
Operate dated October 22, 1991 between Maas (successor in interest
to Jordan Marsh Company by merger), Burdines (successor in interest
to Federated), Penney, Mervyn's (successor by assignment to
Associated) and Developer; (iii) Supplemental Agreement dated April
13, 1982 between Sears and Developer which supplements the Easement
and Operating Agreement described above in clause (i) of this
definition as amended by a First Amendment to Supplemental
Agreement of July 8, 1982 which was superseded by a Second
Amendment to Supplemental Agreement dated October 22, 1991; (iv)
Supplement to Easement and Operating Agreement dated April 13, 1982
between Associated and Developer supplementing the Easement and
Operating Agreement described above in clause (i) of this
definition; (v) Supplement to Easement and Operating Agreement
between Federated and Developer dated April 13, 1982; (vi)
Supplement to Easement and Operating Agreement between Penney and
Developer dated October 22, 1991; and (vii) Expense Agreement dated
April 13, 1982 between Alstores, Jordan Marsh and Developer.

COREA Signatories: Sears, Alstores, Jordan Marsh,
Federated, Associated, Allied Stores, Maas, Burdines, Penney,
Mervyn's and any future additional parties to the COREA other than
the Debtor.

CPA: As defined in Paragraph 3.6.A.(l)(i) herein.

DeBartolo: DeBartolo, Inc., an Ohio corporation.

DRC: DeBartolo Realty Corporation, an Ohio corporation.

DRPLP: DeBartolo Realty Partnership, L.P., a Delaware
limited partnership.

DeBartolo Affiliates: As defined in Paragraph 4.2.C
herein.

DeBartolo Debtor General Partners: As defined in
Paragraph 4.2.E herein.

DeBartolo Cap: As defined in Paragraph 9.33 herein.

DeBartolo Family Affiliates: As defined in
Paragraph 4.2.C herein.

DeBartolo OPREIT: As defined in Paragraph 4.2.G herein.

Default Waiver: As defined in Paragraph 6.1.D herein.

Deficiency Amount: As defined in Paragraph 9.33 herein.

Department Stores: As defined in the COREA.

Equipment and Vehicles: All (i) equipment now owned or
leased or hereafter acquired or leased by or on behalf of Debtor
(1) located upon or within the Property which is so related to the
Land or any portion thereof that an interest arises therein under
the real property laws of Florida in which the Land is situated or
(2) which, on a per item basis, has a fair market value greater
than or equal to $25,000; and (ii) motor vehicles now owned or
leased or hereafter acquired or leased by or on behalf of Debtor
which have, on a per item basis, a fair-market value greater than
or equal to $25,000.

Essential Affiliates: As defined in Paragraph 4.2.B(5)
herein.

Event of Default: As defined in Paragraph 6.1.A herein.
Excluded Equipment and Vehicles: All equipment and
vehicles which are not Equipment and Vehicles.

Exculpated Parties: As defined in Paragraph 9.33 herein.

Expenses: As defined in Paragraph 4.2.B(4) herein.

Federated: Federated Department Stores, Inc., a Delaware
corporation.

Federated Building: as defined in the COREA.

Federated Site: as defined in the COREA.

Final Plans and Specifications: As defined in
Paragraph 5.1.E(l) herein.

Fixtures: All fixtures now owned or leased or hereafter
acquired or leased by or on behalf of Debtor (other than Excluded
Equipment and Vehicles) located upon or within the Improvements or
now or hereafter installed in, or used in connection with any of
the Improvements, including, but not limited to, any and all
machinery, vehicles, equipment (other than Excluded Equipment and
Vehicles), appliances and fixtures for generating or distributing
air, water, heat, electricity, light, fuel or refrigeration or for
ventilating or sanitary purposes or for the exclusion of vermin or
insects or for the removal of dust, refuse or garbage; all wall
safes, built-in furniture and installations, shelving, lockers,
partitions, door stops, vaults, elevators, dumbwaiters, awnings,
window shades, screens, venetian blinds, light fixtures, fire hoses
and brackets and boxes for the same, fire sprinklers, alarm
systems, draperies, drapery rods and brackets, screens, linoleum,
carpets, built-in furniture, built-in furnishings, plumbing,
laundry tubs and trays, ice boxes, refrigerators, heating units,
stoves, water heaters, incinerators, communications systems, signs
and placards, security systems and installations whether or not
permanently affixed to the Land or the Improvements.

Future Advance Note: That certain Future Advance Note of
even date herewith executed by Debtor in the original principal
amount of Two Million Seven Hundred Fourteen Thousand Two Hundred
Ninety Dollars ($2,714,290.00), payable to Secured Party or its
order.

General Partner Constituent of Debtor: As defined in
Paragraph 4.2.A herein.

General Partner Constituents of the JMB Primary
Partnerships: As defined in Paragraph 4.2.D herein.

"Good Faith Efforts": Commercially reasonable diligent
efforts which shall not include the obligation to pay money or
provide any other consideration to a third party to which such
third party is not entitled under the terms of existing written
agreements between such party and the Debtor with respect to the
Property.

Grace Period: As defined in Paragraph 6.1.A(2) herein.

Gross Revenues: As defined in Paragraph 4.2.B(4) herein.

Hazardous Substances Remediation and Indemnification
Agreement: The Hazardous Substances Remediation and
Indemnification Agreement of even date herewith executed by Debtor
and the Other Loan Parties in favor of Secured Party.

Impositions: All real estate and personal property and
other taxes and assessments, water and sewer rates and charges
levied or assessed upon or with respect to the Property, taxes on
or measured by the gross rental receipts of the Property or any
portion thereof, and all other governmental charges and any
interest or costs or penalties with respect thereto, ground rent
and charges for any easement or agreement maintained for the
benefit of the Property, general and special, ordinary and
extraordinary, foreseen or unforeseen, of any kind and nature
whatsoever that at any time prior to or after the execution of the
Loan Documents may be assessed, levied or imposed, or become a lien
upon the Property or the rent or income received therefrom, or any
use or occupancy thereof; and any and all other charges, expenses,
payments, claims, mechanics' or material suppliers' liens or
assessments of any nature, if any, which are or may become a lien
upon the Property or the rent or income received therefrom but in
all events no income taxes or franchise taxes unless they become a
lien on the Property.

Impound Account: The account that Debtor may be required
to maintain pursuant to Paragraph 3.4.B herein for the deposit of
amounts required to pay certain Impositions and insurance premiums.

Improvements: All buildings and other improvements and
appurtenances located on the Land, including surface improvements,
such as parking areas and landscaping structures and all
improvements, additions and replacements thereof, and other
buildings and improvements (other than Tenant Fixtures and
Improvements) at any time hereafter constructed or placed upon the
Land.

Indebtedness: The principal of and all other amounts,
payments and premiums due under the Note and any extensions or
renewals thereof (including extensions or renewals at a different
rate of interest, whether or not evidenced by a new or additional
promissory note or notes), and all other indebtedness of Debtor to
Secured Party and additional advances under, evidenced by and/or
secured by the Loan Documents, plus interest on all such amounts in
accordance with the Loan Documents.

Institutional: JMB Institutional Realty Corporation, a
Delaware corporation.

Institutional Secured Party: As defined in
Paragraph 4.2.I herein.

Inventory: The personal property inventory prepared by
Debtor and delivered to Secured Party in connection with the Loan
dated the 31st day of October, 1993.

JMB Affiliate: As defined in Paragraph 4.2.D herein.

JMB Cap: As defined in Paragraph 9.33 herein.

JMB Controlled Affiliate: As defined in Paragraph 4.2.D
herein.

JMB Loan Parties: As defined in Paragraph 9.33 herein.

JMB Primary Partnerships: As defined in Paragraph 4.2.D
herein.

Jordan Marsh: Jordan Marsh Company, a Florida
corporation which merged into Maas.

Key Tenant: Any tenant under a Key Tenant Lease.

Key Tenant Lease: Leases between Debtor, as landlord,
and each and any of the following as tenant: The Limited Stores,
Inc. (The Limited, Room 834), Express Inc. (Room 840), Lerner
Stores, Inc. (Lerner, Room 938), Lane Bryant, Inc. (Lane Bryant,
Room 724) and any other tenant space lease (now or hereafter
existing) of the Property or any portion thereof which demises in
excess of 7,500 square feet of gross leasable area.

Land: As defined in Recital A.

Land Use Certification: The Land Use Certification of
even date herewith executed by Debtor in favor of Secured Party.

Laws and Restrictions: All applicable laws, ordinances,
rules and regulations of all local, regional, county, state and
federal governmental authorities having jurisdiction over the
Property.

Leased Assets: That portion of the Personalty described
on Exhibit "B" attached hereto.

Leases: Any and all leasehold interests, including
subleases and tenancies following attornment, now or hereafter
affecting or covering the Property or any portion thereof,
including, without limitation, Key Tenant Leases, any ground
leases, subleases and tenancies following attornment, together with
any and all guarantees thereof and any and all extensions and
renewals thereof.

Loan: The loan from Secured Party to Debtor evidenced by
the Note and the Loan Documents.

Loan Documents: The Note, this Instrument, Agreement of
Consolidation, Modification, Renewal and Restatement, the
Assignment of Agreements, the Assignment of Leases, the Hazardous
Substances Remediation and Indemnification Agreement, the Other
Loan Party Agreement, the Land Use Certification and all other
documents executed by Debtor and/or the Other Loan Parties with or
in favor of Lender, evidencing, securing or relating to the Loan,
the payment of the Indebtedness or the performance of the
obligations.

Lord & Taylor: The department store formerly operated by
Associated on the Associated Site which was replaced by Mervyn's
operated on the Mervyn's Site which was formerly the Associated
Site.

Maas: Maas, Inc., a Delaware corporation which was the
successor by merger with Jordan Marsh.

Management Agreement: As defined in Paragraph 3.17
herein.

Mervyn's: Mervyn's, a California corporation.

Mervyn's Site: as defined in the COREA and formerly
known as the Associated Site.

Mortgaged Premises: As defined in Paragraph 4.2.A
herein.

Net Operating Income: As defined in Paragraph 4.2.B(4)
herein.

Net Proceeds: As defined in Paragraph 5.1.C herein.

Note: That certain Consolidated, Modified, Renewed and
Restated Promissory Note of even date herewith executed by Debtor
in the original principal amount of Forty-Seven Million Five
Hundred Thousand Dollars ($47,500,000), payable to Secured Party or
its order, and all modifications, renewals or extensions thereof
which consolidates, modifies, renews and restates the Future
Advance Note and the Prior Note, as defined in the Recitals to this
Instrument.

Obligations: Any and all of the covenants, promises and
other obligations (including payment of the Indebtedness) made or
owing by Debtor to or due to Secured Party under and/or as set
forth in the Loan Documents including, but not by way of
limitation, the Hazardous Substances Remediation and
Indemnification Agreement.

Occurrence: As defined in Paragraph 5.1.C herein.

One Time Transfer Conditions: As defined in Paragraph
4.2.B(3) herein.

OPREIT: As defined in Paragraph 4.2.G herein.

Other Loan Parties: individually and collectively: Urban
Shopping Centers, L.P., a Maryland limited partnership, JMB Income
Properties, Ltd.-XIII, an Illinois limited partnership, IDS/JMB
Balanced Growth, Ltd., an Illinois limited partnership, and
DeBartolo, Inc., an Ohio corporation, DeBartolo Realty Corporation,
an Ohio corporation, DeBartolo Realty Partnership, L. P., a
Delaware limited partnership, and any subsequent Person made an
Other Loan Party pursuant to the provisions of this Security
Instrument.

Other Loan Party Agreement: The Other Loan Party
Agreement of even date herewith between the Other Loan Parties and
Secured Party.

Penney: J. C. Penney Company, Inc., a Delaware
corporation.

Penney Building: as defined in the COREA.

Penney Site: as defined in the COREA.

Permitted Exceptions: Those exceptions to title with
respect to the Property, as shown in the title insurance policy
delivered to and accepted by Secured Party insuring the priority
and validity of this Instrument, together with such other liens,
encumbrances and other charges as are specifically approved by
Secured Party.

Person: Any natural person, corporation, partnership,
firm, trust, association, government, governmental agency or any
other entity, whether acting in an individual, fiduciary or other
capacity.

Personalty: As defined in Paragraph 7.1 herein.

Potential Default: (i) An event or occurrence which,
with the giving of notice or the passage of time, or both, would
constitute an Event of Default hereunder; or (ii) the filing of a
petition of the nature described in Paragraph 6.1.B herein, and
such petition shall remain undismissed.

Preliminary Plans and Specifications: As defined in
Paragraph 5.1.A herein.

Prepayment Premium: As defined in the Note.

Proceeding: As defined in Paragraph 6.1.B(2) herein.

Property: As defined in the above granting paragraph of
this Instrument.

Prospective Release: As defined in Paragraph 4.2.B(5)
herein.

Qualified or Qualified Buyer: As defined in Paragraph
4.2.B(2) herein.

Real Estate Security: The Land, Improvements, all rents,
issues, profits and proceeds therefrom, together with any interest
of the owner of the Property in any ingress or egress easements,
the interest of the developer in the COREA, or other appurtenances,
easements or real property rights or interests relating thereto
exclusive of Tenant Fixtures and Improvements.

Realty: JMB Realty Corporation, a Delaware corporation.

Receiver: Any trustee, receiver, custodian, fiscal
agent, liquidator or similar officer.

Rents: All rents, royalties, revenues, issues, profits,
proceeds and other income from the Property.

Required Periods: As defined in Paragraph 4.2.B(4)
herein.

Risk of Forfeiture: Any material risk that the Property
or any part thereof or interest therein will be sold, forfeited,
terminated, canceled or lost as the result of a contest or similar
proceeding initiated by Debtor or as a result of any other action
of Debtor permitted hereunder, as determined by Secured Party.

Sears: Sears, Roebuck and Co., a New York corporation.

Sears Building: As defined in the COREA.

Sears Site: As defined in the COREA.

Secondary Interest Rate: As defined in the Note.

Security: With respect to any contest or similar
proceeding initiated by Debtor or other action of Debtor permitted
hereunder (i) a bond; (ii) escrowed cash security; (iii) a Letter
of Credit; or (iv) a recourse Guaranty from an acceptable guarantor
or guarantors, in each case satisfactory to Secured Party, in an
amount equal to the difference between the cost of complying with
the requirement or other matter being contested and the cost of any
work performed or amounts actually paid by Debtor in respect of
such requirement or matter, as applicable, or the amount necessary
to eliminate the Risk of Forfeiture, as the case may be, all as
determined by Secured Party (i.e., in the case of a real estate tax
contest, the difference between (A) taxes calculated based on the
assessment or tax rate contested together with all interest and
penalties which might be incurred pending final resolution of the
contest and (B) the taxes actually paid by Debtor with respect to
the period(s) in question).

Standard of Conduct: The standard of conduct set forth
in Paragraph 9.34 herein.

Subsequent Owner: Any successor in interest to Debtor's
interest in the Property or any part thereof.

Temporary Leases: As defined in Paragraph 4.6.A herein.

Tenant: Any tenant of the Property, or any portion
thereof.

Tenant Fixtures and Improvements: Fixtures and
improvements owned by any Tenant under the terms of any Lease
exclusive of Debtor's reversionary interest or other rights therein
under the terms and conditions of any such Lease.

Third Party Transferee: As defined in Paragraph 4.2.F
herein.

Trademarks: All trademarks, service marks, designs,
logos, indicia, tradenames, corporate names, company names,
business names, fictitious business names, trade styles owned by
Debtor and not the Other Loan Parties and solely used in connection
with the Property; including, without limitation, all of the
trademarks which are presently or in the future may be owned and
used by Debtor solely in conducting its business on the Property
but not the Other Loan Parties and including all federal, state and
foreign registrations therefor, heretofore or hereafter granted,
all proceeds thereof (such as, by way of example and not by way of
limitation, license royalties and proceeds of infringement suits),
the right (but not the obligation) to register a claim under any
state, federal or foreign trademark law or regulation and to renew
and extend such trademarks and registrations, the right (but not
the obligation) to sue or bring opposition or cancellation
proceedings in the name of Debtor or in the name of Secured Party
for past, present and future infringements of such trademarks or
registrations and all rights (but not obligations) corresponding
thereto throughout the world and the associated goodwill; provided
that the rights and interests described in this Paragraph shall
include, without limitation, rights and interests pursuant to
licensing or other contracts in favor of Debtor pertaining to
trademarks or registrations presently or in the future owned or
used by third parties but only to the extent permitted by such
licensing or other contracts and, if not so permitted, only with
the consent of such third parties. Provided however, the term
"Trademarks" shall not include the names "DeBartolo, Inc.", "The
Edward J. DeBartolo Corporation", "DeBartolo Property Management,
Inc.", an Ohio corporation, "DeBartolo Realty Partnership, L.P.",
a Delaware limited partnership, "DeBartolo Realty Corporation", an
Ohio corporation, "JMB Realty Corporation", "JMB Institutional
Realty Corporation", "Urban Shopping Centers, L.P.", "Urban
Shopping Centers, Inc.", "JMB Retail Properties Co.", "JMB Income
Properties, Ltd.-XIII", "IDS/JMB Balanced Income Growth, Ltd." or
"JMB/Miami International Associates".

Transfer: As defined in Paragraph 4.2.B herein.

USCINC: Urban Shopping Centers, Inc., a Maryland
corporation.

USCLP: Urban Shopping Centers, L.P., an Illinois limited
partnership.

ARTICLE 2 Representations and Warranties

2.1 Warranty of Title and Authorization. Debtor (i) as
of the date hereof, is the lawful owner of the Property other than
the Leased Assets (in which the Debtor warrants that its leasehold
interest therein is unencumbered except as described in an Exhibit
to the Debtor's Borrower's Certificate executed and delivered
concurrently herewith) free and clear of all defects, liens,
encumbrances, easements, exceptions and assessments, except for the
Permitted Exceptions and holds good and marketable title to the
Land and Improvements free and clear of all defects, liens,
encumbrances, easements, exceptions and assessments except for the
Permitted Exceptions; (ii) as of the date hereof, has the good,
right and lawful authority to grant the Property as provided in and
by this Instrument; and (iii) will forever warrant and defend its
grant made herein against any and all claims and demands
whatsoever, except as are specifically set forth in this
Instrument, but no title insurance company shall be subrogated to
Secured Party's rights against Debtor under this Paragraph 2.1
herein or otherwise set forth in this Security Instrument.

2.2 Organization and Authority.

Debtor represents and warrants as of the date hereof:

A.Debtor is a general partnership duly organized,
validly existing and in good standing under the laws of the State
of Florida.

B.Debtor has the requisite power and authority to
own and manage its properties, to carry on its business as it is
now being conducted and to own, develop and operate the Property as
a regional shopping mall.

C.Except as otherwise disclosed in writing to
Secured Party before or at the closing of the Loan, to the best of
Debtor's knowledge Debtor is in compliance with all laws,
regulations, ordinances and orders of public authorities applicable
to the Property, the violation of which might have a material and
adverse effect upon any interest of the Debtor or the Secured Party
in the Property, or the lien or security interest granted by this
Instrument.

D.Debtor is not a "foreign person" within the
meaning of the Internal Revenue Code of 1986, as amended (the
"Code"), Sections 1445 and 7701 (i.e., such party is not a
nonresident alien, foreign corporation, foreign partnership,
foreign trust or foreign estate as those terms are defined in the
Code and regulations promulgated thereunder).

2.3 Validity of Loan Documents.

Debtor represents and warrants as of the date
hereof:

A.The execution, delivery and performance by
Debtor of the Loan Documents (i) are within the power of Debtor;
(ii) have been duly authorized by all requisite partnership action
of Debtor; (iii) have received all necessary governmental
approvals; and (iv) will not violate any provision of law, any
applicable order of any court or agency of government, the
organizational documents or incorporation documents of Debtor, any
agreement between Debtor or any indenture, agreement or any other
instrument to which Debtor or any of its property is bound, or be
in conflict with, result in a breach of or constitute (with due
notice and/or lapse of time) a default under any such indenture,
agreement or other instrument, or result in the creation or
imposition of any lien, charge or encumbrance of any nature
whatsoever upon any of the property or assets of Debtor, except as
contemplated by the provisions of the Loan Documents.

B.Each of the Loan Documents executed by Debtor,
when executed and delivered to Secured Party, will constitute a
legal, valid and binding obligation, enforceable against Debtor, in
accordance with its terms (presently the power of sale is not
enforceable in Florida) and, except to the extent expressly
provided to the contrary in the Loan Documents.

2.4 Financial Statements.

Debtor represents and warrants as to the financial
statements and other information it has provided to Secured Party
that as of the date hereof:

A.All financial statements and data with respect
to any of the Debtor, Debtor's general partners, each Loan Party
and/or the Property that have been given by such Loan Party to
Secured Party (i) are complete and correct in all material respects
as of the date made; (ii) accurately present the financial
condition of such parties and the Property, as the case may be, in
all material respects, as of the date made, and the result of the
operations of such party and the Property, as the case may be, for
the periods for which the same have been furnished; and (iii)
except as otherwise disclosed in such financial statements or data,
have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods covered
thereby.

B.All balance sheets and the notes thereto with
respect to Debtor, Debtor's general partners, any Other Loan Party
and/or the Property, as the case may be, furnished to Secured Party
disclose, all material liabilities of such party and the Property,
as the case may be, both fixed and contingent, required under the
Applicable Financial Reporting Requirements disclosed therein as of
their respective dates.

2.5 Other Information. Debtor represents and warrants
as of the date hereof that to the actual knowledge of Debtor all
reports, papers, data and information given to Secured Party by
Debtor, any of Debtor's general partners, or by any other Loan
Party with respect to such party or the Property are accurate and
correct in all material respects as of the date made or prepared
and are complete insofar as completeness may be necessary to give
the Secured Party a true and accurate knowledge of the subject
matter.

2.6 This section is reserved.

2.7 Other Arrangements. Debtor represents and warrants
as of the date hereof that it has received no notice of a default
under and, to the best knowledge of Debtor, there are no existing
defaults by Debtor in the performance, observance or fulfillment of
any monetary obligation or any material non-monetary obligation,
covenant or condition, in each case as set forth in any loan or
other material agreement or instrument to which Debtor is a party.

2.8 Additional Representations and Warranties. Debtor
represents and warrants as of the date hereof: that Debtor is
engaged in owning and operating the Property and the Collateral;
except as otherwise disclosed in the Borrower's Certificate
executed by Debtor, all costs for labor, equipment and materials
used in the construction of the Improvements (except for work
performed by Tenants) have been paid in full or will be paid when
due; no event has occurred which with the giving of notice or the
passage of time, or both, would constitute an Event of Default
under any of the Loan Documents; the costs of all Fixtures and
Personalty due as of the date hereof have been paid; neither the
Property, nor any part thereof, has sustained, incurred or suffered
any material damage or destruction which has not been restored; and
Debtor owns, directly, and not through any affiliated entity,
subject to the Permitted Exceptions, and except for the Leased
Assets, all of the Personalty and Fixtures necessary for the
operation and management of the Property as a regional shopping
center.

2.9 Compliance with Laws. Debtor represents and
warrants as of the date hereof that except as disclosed in writing
to Secured Party before or at the closing of the Loan, (i) to the
best of its knowledge, the Property and the actual use thereof (A)
complies with all Laws and Restrictions, the violation of which
might have a material and adverse effect upon Debtor, the Property,
any interest of Debtor or the Secured Party therein, or the lien or
security interest granted by this Instrument, and (B) the Laws and
Restrictions contain no unsatisfied conditions necessary for the
actual use of the Property as it is currently used; and (ii) it has
not received any written notices of violations (which remain
uncured) of any Laws and Restrictions with respect to the Property.

2.10 Bankruptcy. Debtor represents and warrants as of
the date hereof, that no petition in bankruptcy, petition or answer
seeking assignment for the benefit of creditors or appointment of
a Receiver with respect to Debtor or any other Loan Party has
occurred except as disclosed in writing to Secured Party before or
at the closing of the Loan, that it has not received any written
notice that any Key Tenant, or any of Sears, Penney, Mervyn's,
Burdine's, Allied Stores have commenced or intend to commence any
bankruptcy, reorganization, arrangement, liquidation, dissolution,
or similar proceeding under the Federal Bankruptcy laws or any
state laws pending or contemplated, and no reorganization,
arrangement, liquidation, dissolution or similar relief under the
Federal Bankruptcy laws or any state laws have been instituted by
or against Debtor or any Other Loan Party. With respect to each Key
Tenant, except as disclosed in writing to Secured Party before or
at the closing of the Loan, to the actual knowledge of Debtor
without any inquiry, as of the date hereof no uncured default or
event which, with the passage of time or the giving of notice or
both, would constitute such a default, has occurred under any Key
Tenant Lease, and as of the date hereof no outstanding request for
the deferral of any current or future rent has been made by any Key
Tenant.

2.11 Taxes. Debtor represents and warrants as of the
date hereof that it has filed all federal, state, county and
municipal income tax returns required to have been filed by it and
has paid all taxes that have become due prior to delinquency
pursuant to such returns or pursuant to any assessments received by
it (except for any pending tax disputes or contests disclosed in
writing to Secured Party), and Debtor does not know of any basis
for any additional assessment against it in respect of such taxes.

2.12 FIRPTA Certification.

Debtor declares and certifies, under penalty of
perjury, that as of the date hereof:

(i)Debtor's U.S. Taxpayer I.D. Number is:
34-132-6250

(ii)The business address of Debtor is:

West Dade County Associates
c/o The Edward J. DeBartolo Corporation
7620 Market Street
Youngstown, Ohio 44513-6085
Attention: General Counsel

(iii) Debtor is not a "foreign person" within
the meaning of Sections 1445 and 7701 of
the Internal Revenue Code of 1986, as
amended (the "Code") (i.e., Debtor is not
a nonresident alien, foreign corporation,
foreign partnership, foreign trust or
foreign estate as those terms are defined
in the Code and regulations promulgated
thereunder).

(iv) Debtor understands that the information
and certification contained in this
Paragraph 2.12 may be disclosed to the
Internal Revenue Service and that any
false statement contained herein could be
punished by fine, imprisonment or both.

(v) Debtor agrees to indemnify and hold
Secured Party harmless of, from and
against any and all actual loss,
liability, costs, damages, claims or
causes of action which may arise or be
incurred by Secured Party by reason of
any failure of any representation or
warranty made by Debtor in this Paragraph
2.12 to be true and correct when made,
including any liability for failure to
withhold any amount required under Code
Section 1445 in the event of foreclosure
or other transfer of the Property.

ARTICLE 3 Affirmative Covenants

Debtor hereby covenants and agrees as follows:

3.1 Obligations of Debtor. The Debtor will timely
perform, or cause to be timely performed, all of the Obligations
and will maintain and preserve the lien of this Instrument.

3.2 Insurance.

A. The Debtor at its sole cost and expense, will
keep and maintain for the mutual benefit of Debtor and Secured
Party the following policies of insurance covering the Collateral:

(i) Insurance against loss or damage to the
Improvements, the Personalty and the Fixtures by fire and against
loss or damage by other risks embraced by coverage of the type now
known as "All Risk," including, but not limited to, earthquake (to
the extent available at commercially reasonable rates, in Secured
Party's reasonable judgment), riot and civil commotion, vandalism,
malicious mischief, burglary, theft and mysterious disappearance,
and against such other risks or hazards as Secured Party from time
to time reasonably may designate, on a replacement cost basis with
a deductible amount not to exceed $100,000.00, no coinsurance
provision and in an amount (not less than the loan amount of
$47,500,000) (1) equal to one hundred percent (100%) of the then
"full replacement cost" of the Improvements, the Fixtures and the
Personalty exclusive of any foundations and excavations, without
deduction for physical depreciation and (2) such that the insurer
would not deem Secured Party a co-insurer under said policies.

(ii) Business interruption insurance or
insurance against loss of income in an amount not less than twelve
(12) months total income from the Collateral including, but not
limited to, rental (including, without limitation, percentage
rental collected during the immediately preceding twelve (12)
months) and taxes and other operating expense reimbursements or
payments at then-current income levels.

(iii) Commercial General Liability insurance on
an occurrence basis with a combined single limit per occurrence in
such amounts (not less than $10,000,000.00) as are reasonably
approved by Secured Party.

(iv) "Builders Risk" insurance during any
material construction, repair, replacement, renovation or
alteration of the Improvements, in such amounts as are reasonably
approved by Secured Party.

(v) Boiler and machinery insurance covering
boilers and other pressure vessels, the air conditioning system,
high pressure piping and other machinery and equipment required for
the operation of the Property.

(vi) Such other insurance, and in such amounts,
as may from time to time be reasonably required by Secured Party.

B. All policies of Property insurance required by
this Instrument (i) may be paid in installments and shall be
approved by Secured Party as to amounts, form, risk coverage,
deductibles, and substance and shall be written with companies
satisfactory to Secured Party; (ii) shall name Secured Party as an
additional insured as its interest may appear; (iii) shall contain
a standard Lender's Loss Payable endorsement and other
non-contributory standard mortgagee protection clauses acceptable
to Secured Party, and at Secured Party's option, a waiver of
subrogation rights by the insurer; (iv) shall contain an agreement
by the insurer that such policy shall not be materially amended or
cancelled without at least thirty (30) days' prior written notice
to Secured Party; and (v) shall contain such other provisions as
Secured Party deems reasonably necessary or desirable to protect
its interest. Any policies containing a coinsurance clause shall
include a replacement cost endorsement adequate to ensure that the
coinsurance clause is rendered inoperative.

C. In the event a blanket policy is submitted to
satisfy the responsibilities of the Debtor under this Paragraph
3.2, in addition to such other requirements set forth herein, the
Debtor shall deliver to Secured Party a certificate from such
insurer indicating that Secured Party is an insured under such
policy, designating the amount of such insurance applicable to the
Property and providing that such coverage will not be materially
amended, cancelled or terminated without at least thirty (30) days
advance written notice to Secured Party together with an Insurer's
agent Certificate of Insurance of said policy and the mortgagee
loss payable and protection clauses.

D. The Debtor shall make commercially reasonable
efforts to enforce the provisions, if any, contained in the Leases
and the COREA which require Secured Party to be named as an
additional insured to any insurance coverage required therein and
upon written request of Secured Party, the Debtor shall use its
Good Faith Efforts to furnish evidence satisfactory to Secured
Party that all insurance requirements (including, without
limitation, provisions for waivers of subrogation and any
requirements for the naming of Tenants, and any of the COREA
Signatories as additional insureds) set forth in the Leases and the
COREA shall have been satisfied by each party thereto;

E. The Debtor shall deliver to Secured Party, at
least fifteen (15) Business Days prior to the expiration,
cancellation or termination of any of the above-referenced policies
("Expiring Policies") a certificate of a renewal of the Expiring
Policies together with evidence of (i) the Debtor's payment of the
current installment premium therefor; and (ii) an effective date
for such renewed policies which is simultaneous with the
termination, cancellation or expiration of such Expiring Policies.

F. All (i) proceeds from property, rental
curtailment or business interruption insurance, and such other
insurance policies required pursuant to this Paragraph 3.2, as the
parties may reasonably agree upon (the "Policies"); and (ii) all
other right, title and interest in and to all of the Policies and
any unearned premiums paid thereon as are assignable, are hereby
assigned to Secured Party.

G. In the event of foreclosure of this Instrument
or deed in lieu thereof, all right, title and interest of the
Debtor in and to all policies of insurance in force with respect to
the Property or Collateral and all proceeds payable thereunder and
unearned premiums thereon shall immediately vest in the purchaser
at the foreclosure sale or transferee in lieu of foreclosure.

3.3 Maintenance, Waste and Repair. The Debtor shall at
all times cause all of the Improvements and paved parking areas
(including landscape and recreational areas) comprising the
Property to be maintained in a first-class manner consistent with
Approved Manager Business Practices or as otherwise approved in
writing by Secured Party. The Debtor may make or permit tenants of
the Property to make such alterations as may be contemplated by the
Leases approved by Secured Party (or, as applicable, by Leases
deemed Approved Leases in accordance with Paragraph 4.6.A below),
and may make other alterations provided that such alterations are
consistent with Approved Manager Business Practices and do not:
(a) materially reduce the total net rentable area of the Property
or reduce parking available on the Property below the parking ratio
existing on this date as set forth in the Land Use Certification;
or (b) adversely affect the structural integrity of the
Improvements; or (c) decrease the value of Secured Party's security
for the Loan; or (d) violate the provisions of any Lease unless the
tenant thereunder has consented thereto; or (e) violate the
provisions of the COREA or other agreement binding on the Property
or any applicable zoning, building, or other ordinance, regulations
or law. Notwithstanding the foregoing, subject to condemnation and
applicable laws (but the foregoing will not excuse Debtor's
compliance with the applicable parking requirements of the Leases
and COREAS), the number of parking spaces shall not be reduced
below that approved by Secured Party on the Closing Date or
otherwise without Secured Party's advance written approval nor may
the parking space layout and configuration and ingress and egress
lanes and driveways be changed in any material respect without
Secured Party's advance written approval. All water lines or
easement facilities of easements running under buildings or
structures on the Property will be repaired, serviced, replaced and
relocated without damaging such buildings and structures in any
material respect or unreasonably interfering with the businesses
conducted therein and Debtor will relocate the same, at its
expense, if relocation is necessary to avoid such damage or
interference. The Debtor will maintain parking on the Property at
not less than the number of spaces required to maintain the parking
ratio existing on this date as set forth in the Land Use
Certification and the Debtor shall not permit any waste of the
Property or make any change in the use thereof that will in any way
increase any ordinary fire or other hazard insurance premiums or do
or permit to be done thereon anything that may in any way impair
the security of this Instrument. The Debtor shall not abandon the
Property nor leave the Property unprotected, vacant or deserted.

3.4 Impositions; Impounds.

A. The Debtor will pay, prior to delinquency, all
Impositions (or currently payable installments thereof) that are or
that may become a lien on the Property or are assessed against the
Property or their rents, royalties, profits and income; provided,
however, that the Debtor may, at its expense, contest the amount or
validity or application of any such Impositions by appropriate
legal proceedings promptly initiated and conducted in good faith
and with due diligence, provided further that Secured Party is
reasonably satisfied that there will be no Risk of Forfeiture as a
result of such contest, including but not by way of limitation, in
the case of a real estate tax contest, to the extent necessary to
avoid a Risk of Forfeiture, an injunction or court order enjoining
the tax collector from collecting the unpaid portion of the
Impositions and the tax collector's acknowledgment that he has
issued no tax certificates for the unpaid portion and is showing
the unpaid portion on the tax roll as being subject to litigation
and the Debtor shall have provided Secured Party with Security with
respect to such contest.

B. Following an Event of Default under any of the
Loan Documents and regardless of any cure thereof, in the event
Secured Party elects to have the Debtor make monthly deposits for
real estate taxes and insurance, the appropriate amount, as
determined by Secured Party, shall be added to the regular monthly
loan payments. Failure by the Debtor to do so will be considered an
additional Event of Default under the Loan Documents. No interest
shall accrue or be paid on such deposits.

C. In the event that an Impound Account is
established pursuant to the terms hereof based upon the occurrence
of an Event of Default, in the event of any subsequent default by
Borrower under any of the Loan Documents which has not been cured
during any applicable grace, notice or cure period, Secured Party
may apply the balance of such deposits to any of the Obligations as
Secured Party may elect, but neither Debtor, any general partners
of Debtor, nor any Other Loan Party shall have any personal
liability as to such taxes and insurance which would have been paid
had Secured Party so elected to apply such deposits to taxes and
insurance.

3.5 Compliance with Law.

A. Subject to the terms and provisions of Section
4.2 below Debtor agrees to preserve and keep in full force and
effect its existence, rights and powers. Debtor will promptly and
faithfully comply in all material respects with all present and
future laws, ordinances, rules, regulations and requirements of
every duly constituted governmental authority or agency and of
every board of fire underwriters (or similar body exercising
similar functions) having jurisdiction that is applicable to its
interest in the Property or to the Property, or any part thereof,
or to the use or manner of construction, occupancy., possession,
operation, maintenance, alteration or repair thereof or with
respect to any part thereof (but not as to any tenants, occupants
or invitees as to which Debtor's duty shall be to enforce the terms
and provisions of the occupancy or lease agreements pertaining to
such compliance in accordance with Approved Manager Business
Practices when Debtor or the Approved Manager has actual knowledge
of any such noncompliance), whether or not such law, ordinance,
rule, order, regulation or requirement shall necessitate structural
changes or improvements or interfere with the use or enjoyment of
the Property; provided, however, that Debtor may, at its expense,
contest the validity or application of the foregoing by appropriate
legal proceedings promptly initiated and conducted in good faith
and with due diligence, provided further that Secured Party is
reasonably satisfied that (i) there will be no Risk of Forfeiture
as a result of such contest and (ii) Debtor shall have provided
Secured Party with Security with respect to such contest.

B. Debtor shall maintain in full force and effect,
free from any violation of any law applicable with respect to all
operations conducted on the Property by Debtor (but not any tenants
or occupants as to which Debtor's duty shall be to enforce the
terms and provisions of the occupancy or lease agreements
pertaining to compliance with such laws in accordance with Approved
Manager Business Practices when Debtor or the Approved Manager has
actual knowledge of any such noncompliance), all licenses or
permits necessary or required from any governmental bodies having
jurisdiction over the same, for operations currently located or
hereafter established on the Property, the lapse or violation of
which might have a material and adverse effect on the Property, any
interest of Debtor or Secured Party therein, or the lien or
security interest granted by this Instrument.

3.6 Books and Records.

A. Debtor, without expense to Secured Party, will
maintain full and complete books of account and other records
reflecting the results of the operation of the Property in
accordance with Applicable Financial Reporting Requirements. In
addition:

(1) Annually, Debtor shall furnish to Secured
Party the financial information as follows:

(i)Financial statements of Debtor for
the most current fiscal year sworn (which shall hereinafter mean
certified as being true, correct, and accurate in all material
respects by an authorized person, partner, or officer) by Debtor
or Certified Public Accountant ("C.P.A.") audited; and

(ii)If applicable, financial statements
of the general partner(s) of Debtor and Other Loan Parties
certified by the delivering party as being true, correct and
accurate in all material respects or C.P.A. audited.

The financial statements referenced in (1)(i) and (ii)
above must include a schedule of all related debt and all material
contingent liabilities.

(2) Annually, Debtor shall furnish to Secured
Party operating information on the Real Estate Security as follows:

(i) Annual operating statements prepared
on a cash basis of accounting certified by Borrower as being
true, correct and accurate in all material respects or C.P.A.
audited; and

(ii) Copies of paid tax receipts for the
most recent tax year; and

(iii) A certified rent roll in form as
attached as Exhibit K to the Application; and

(iv) A schedule showing each tenant's
sales for the most recent calendar year as provided to Debtor by
the tenants.

All of these items must be received each year the
Security Instrument is in force by the date which is one hundred
twenty (120) days after the end of the Debtor's fiscal year. If any
one item is not received within thirty (30) days after written
notice by Secured Party to Debtor, Secured Party may declare an
event of default under the Loan Documents.

(3) Debtor agrees to provide Secured Party
with such additional financial or management information as Secured
Party may request, and all statements must be in form and substance
satisfactory to Secured Party.

B. Secured Party shall have the right, during
normal business hours, upon five (5) business days' prior written
notice, to inspect and make copies of Debtor's books, records, and
income tax returns at the Property (but not the books, records and
income tax returns of the Other Loan Parties except as may be
provided for in the Hazardous Substances Remediation and
Indemnification Agreement or in the Limited Guaranty) with
reference to the Property for the purpose of verifying any reports,
statements or other data submitted to Secured Party pursuant to
this Paragraph 3.6 within two (2) years after the same have been
submitted to Secured Party. If there has been no Event of Default,
then such right shall not be exercised more than once every 12
months. Secured Party shall have the right, at all reasonable times
and upon reasonable notice, to audit Debtor's books of account and
records pertaining to the Property, all of which shall be made
available to Secured Party and Secured Party's representatives for
such purpose at the offices of Debtor, from time to time, upon
Secured Party's written request. If there has been no Event of
Default, then such right shall not be exercised more than once
every 12 months. The cost of such audit shall be paid by Debtor in
the event that (i) such audit shall disclose an unfavorable
variance in income and expenses (on a net basis) from the
operations of the Property of five percent (5%) or more from the
calculations submitted by Debtor pursuant to the terms of this
Paragraph 3.6 or (ii) such audit was in connection with Debtor's
failure to deliver its financial statements in a timely manner as
required by the terms of this Paragraph 3.6.

3.7 Further Assurances. Debtor, at any time upon the
request of Secured Party, will at Debtor's expense execute,
acknowledge and deliver all such additional papers and instruments
and perform all such further acts and things as may be reasonably
necessary to carry out the purposes of the Loan Documents and to
subject to the liens thereof any property intended by the terms
thereof to be covered thereby and any renewals, additions,
substitutions or replacements thereto.

3.8 Indemnity and Attorneys' Fees. Debtor will
indemnify, defend, protect, reimburse and hold Secured Party
harmless from any and all liability, actual loss, claims, actual
damage, reasonable out-of-pocket cost or reasonable out-of-pocket
expense (including reasonable attorneys fees) (i) that Secured
Party may or might incur hereunder or in connection with the
enforcement of any of Secured Party's rights or remedies hereunder
or under the other Loan Documents as reasonably construed by
Secured Party, any action taken by Secured Party hereunder or
thereunder pursuant to the terms and provisions of the Loan
Documents, whether or not suit is filed; (ii) in the event of a
default under any of the Loan Documents which has not been cured
during any applicable grace, notice and cure periods, from all
related "Collection Expenses" incurred by Secured Party which
shall mean all reasonable out-of-pocket expenses incurred by
Secured Party as a result of a default, including but not limited
to, all travel costs, third-party appraisal fees, environmental
report preparation and testing fees, architectural and engineering
expenses, and legal fees and expenses; (iii) by reason or in
defense of any and all claims and demands whatsoever that may be
asserted against Secured Party arising out of the Property, or any
part thereof or interest therein not due to its gross negligence or
willful misconduct; and/or (iv) as to which it becomes necessary to
defend or uphold the lien of this Instrument or other Loan
Documents, other than claims or liability based on events occurring
after Debtor loses possession of the Property as a result of the
foreclosure of this Instrument, a deed in lieu of such foreclosure,
or by appointment of a receiver in any action to foreclose this
Instrument. Should Secured Party incur any such liability, loss,
claim, damage, cost or expense, the amount thereof with interest
thereon at the Secondary Interest Rate from the date incurred (ten
(10) days after written notice thereof from Secured Party to Debtor
if the same is not incurred as a result of any default by Debtor
under any of the Loan Documents) until paid, shall be payable by
Debtor immediately on demand, shall be secured by this Instrument,
and shall be part of the Indebtedness.

3.9 Litigation. The Debtor will promptly give notice in
writing to Secured Party of any litigation (if the amount in
controversy exceeds $250,000) commenced or threatened to Debtor's
actual knowledge materially adversely affecting Debtor or the
Property, other than (i) unlawful detainer proceedings brought by
Debtor against any one of the Tenants (excluding Tenants under Key
Tenant Leases) and (ii) litigation in which the amount in
controversy would be fully covered by insurance proceeds.

3.10 Inspection of Property. Secured Party or its agents,
including, but not limited to, third-party property appraisers,
environmental engineers, Secured Party employees, architects,
engineers, etc., shall have the right to inspect all public areas
of the Property during normal business hours without notice
provided such parties do not disturb or alarm the tenants,
occupants and invitees and, as to nonpublic areas, shall have the
right to inspect and conduct testing (no such testing shall be
conducted unless permitted under the provisions of the Hazardous
Substances Remediation and Indemnification Agreement or after any
Event of Default under the Loan Documents) on the Property at all
reasonable times upon at least three (3) business days prior
written notice accompanied by Debtor should Debtor so elect.
Secured Party and such other inspecting parties shall not disturb
or alarm the tenants, occupants and invitees of the Property while
engaged in such activities.

3.11 Taxes; Tax Receipts.

A. Debtor shall file all federal, state, county
and municipal income tax returns required to be filed by Debtor
with respect to the Property and shall, subject to the provisions
of Paragraph 3.4.A herein, pay all taxes that become due pursuant
to such returns.

B. Debtor shall file all personal property tax and
real property ad valorem tax returns required to be filed with
respect to the Property and shall pay all personal property tax,
real property ad valorem taxes and real property assessments with
respect to the Property when due subject to the provisions of
Paragraph 3.4.A herein.

C. Subject to the provisions of Paragraph 3.11.A
and Paragraph 3.11.B herein, Debtor shall exhibit to Secured Party,
within seven (7) days after demand made therefor, bills (which
shall be receipted from and after the date receipted bills are
obtainable) showing the payment to the extent then due of all
taxes, assessments (including those payable in periodic
installments), water rates, sewer rates, and/or any other
Imposition that may have become a lien upon the Property or any
Personalty prior to the lien of this Instrument.

3.12 Additional Information. Debtor will furnish to
Secured Party, within seven (7) days after written request
therefor, any and all information that Secured Party may reasonably
request concerning the Property or the performance by Debtor of the
Obligations.

3.13 Prepayment. Debtor may prepay the Loan only on the
terms and conditions set forth in the Note and Debtor shall pay
Secured Party the Prepayment Premium in respect of any prepayment,
whether voluntary or involuntary, if required by, and on the terms
and conditions set forth in, the Note.

3.14 FIRPTA Affidavit. In the event of any transfer by
Debtor of its rights hereunder or of any interest in the Property
otherwise permitted under this Instrument, such transferee shall,
as an additional condition to such transfer, under penalty of
perjury, execute and deliver to Secured Party an affidavit
concerning the non-foreign status of the Transferee substantially
in the form of Paragraph 2.12 herein. Nothing in this paragraph
shall be deemed a modification or waiver of any other provision of
any of the Loan Documents limiting, prohibiting or otherwise
relating to any transfer of any interest in the Property or Debtor.

3.15 Reimbursement. Any amount paid by Secured Party
pursuant to paragraph 15 of the Application including counsel fees,
for which invoices were not available on the Closing Date, or which
are incurred after the Closing Date and any amount paid by Secured
Party pursuant to this Instrument for any tax (but not income taxes
or franchise taxes which have not become a lien on the Property),
stamp tax, assessment, water rate, sewer rate, insurance premium,
repair, rent charge, debt, claim, inspection or lien having
priority over this Instrument or to in any way protect the security
for the Loan, shall bear interest at the Secondary Interest Rate
from the date of payment by Secured Party (ten (10) days after
written notice thereof from Secured Party to Debtor if the same is
not incurred as a result of any default by Debtor under any of the
Loan Documents) , constitute additional indebtedness secured by
this Instrument, prior to any right, title or interest in or claim
upon the Property attaching or accruing subsequent to the lien of
this Instrument and be payable by Debtor to Secured Party within
five (5) days after written demand therefor.

3.16 Tax Service Contract. At Debtor's sole expense,
Secured Party shall be furnished a fully paid Tax Service Contract
throughout the term of the Loan, issued by a tax reporting agency
satisfactory to Secured Party.

3.17 Management. Throughout the term of the Loan, an
Approved Manager, or alternate manager expressly consented to by
Secured Party in writing, shall manage the Property in accordance
with Approved Manager Business Practices pursuant to a management
agreement approved by Secured Party (collectively, the "Management
Agreement"). Except as expressly permitted by the Loan Documents,
Debtor shall not terminate alter, modify or amend or permit the
termination, alteration, modification or amendment of any of the
material terms of the Management Agreement (including, without
limitation, terms relating to fees and expenses earned or
reimbursed thereunder) without the prior written consent of Secured
Party. A change in the Approved Manager without Secured Party's
prior written approval shall be a default under this Security
Instrument; provided, however, that Secured Party agrees to approve
any persons that would qualify as an Approved Manager under the
criteria set forth in the definition of "Approved Manager: in
Article 1 herein. Upon execution of any such Management Agreement
it shall be deemed assigned to Secured Party by Debtor on the terms
and conditions of the Collateral Assignment of Management Agreement
from Debtor to Secured Party of even date herewith and, as a
condition of Secured Party's approval thereof, the manager
thereunder shall execute a Consent to Collateral Assignment of
Management Agreement on the terms and conditions of such instrument
from the Approved Manager on even date herewith which will
subordinate the Management Agreement to the Loan Documents on the
terms set forth therein. Debtor shall not terminate, alter, modify,
amend or permit the termination, alteration or amendment of any
material terms of the Management Agreement without Secured Party's
advance written consent.

3.18 Plans and Specifications. Debtor agrees to keep at
its offices at the Property or at its corporate offices, and to
make available to Secured Party during normal business hours, upon
five (5) business days prior written notice, As-Built Plans and
Specifications or, if unavailable, the final set of plans and
specifications from which the Improvements were constructed
("As-Builts"), certified (if such is the case as of the date
hereof) by a licensed architect or licensed contractor as true,
correct and complete As-Builts for the Improvements.

3.19 Property Description. Debtor agrees not to initiate
or consent to any change in the boundary lines or the legal
description of the Property, as the same are constituted as of the
date hereof, without the prior written consent of Secured Party.

ARTICLE 4 Negative Covenants

Debtor hereby covenants to and agrees as follows:

4.1 Restrictive Uses. Debtor will not initiate, join in,
or consent to any change in the current use of the Property as a
regional shopping center or in any zoning ordinance, private
restrictive covenant, assessment proceedings or other public or
private restriction limiting or restricting the uses that may be
made of the Property or any part thereof without the prior written
consent of Secured Party.

4.2 Due on Sale or Encumbrance.

A. General Restrictions. In the event that Debtor,
without the prior written consent of Secured Party (which consent
may be withheld for any reason or for no reason without regard to
the Standard of Conduct), shall, except as expressly permitted in
the Loan Documents, sell, convey, assign, transfer or otherwise
dispose of or be divested of its title to, or, shall mortgage,
convey security title to, or otherwise encumber or cause to be
encumbered, the Real Estate Security (hereinafter sometimes called
the "Mortgaged Premises") or any part thereof or any interest
therein in any manner or way. whether voluntary or involuntary, or
in the event of (a) any merger, consolidation or dissolution
involving, or the sale or transfer of all or substantially all of
the assets of, Debtor or any General Partner Constituent of Debtor
(a "General Partner Constituent of Debtor: is any general partner
of Debtor, a general partner of a general partner of Debtor, or a
general partner of a general partner of a general partner of Debtor
or any other corporation, partnership or entity with an ownership
interest in and control over the management of any of the foregoing
entities); (b) the transfer (at one time or over any period of
time) of 10% or more of the voting stock of (i) a corporate Debtor,
(ii) any corporate General Partner Constituent of Debtor, or (iii)
any corporation which is the direct or indirect owner of 10% or
more of the voting stock of Debtor or any General Partner
Constituent of Debtor; (c) the transfer of any general partnership
interest in Debtor, in any General Partner Constituent of Debtor or
in any partnership which is a direct or indirect general partner of
Debtor; or (d) the conversion of any such general partnership
interest to a limited partnership interest, then the entire balance
of the secured indebtedness, plus the Prepayment Premium, shall
become immediately due and payable at the option of Secured Party.
This provision shall not apply to transfers of title or interest
under any will or testament or applicable law of descent, and any
transfers of limited partnership interests. In addition, this
paragraph, as applicable to USCINC., USCLP, Realty, Institutional,
DRC (this sentence shall not be applicable to DRC until the "Going
Public Condition Precedent", as defined below, is satisfied) and
DRPLP (this sentence shall not be applicable to DRPLP until the
"Going Public Condition Precedent", as defined below, is satisfied)
shall (aa) not apply to or prohibit the sale or transfer of any
stock in USCINC. or DRC; (bb) upon satisfaction of all the
requirements of Paragraph 4.2.G below, not apply to or prohibit the
sale or transfer to DRPLP of any general partnership interest in
Borrower or in any General Partner Constituent of Borrower which,
in each case, is owned by a DeBartolo Affiliate, as defined in
Paragraph 4.2.C herein; (cc) upon satisfaction of all the
requirements of Paragraph 4.2.G below, not apply to or prohibit the
conversion of the general partnership interest of Mr. Edward J.
DeBartolo, Sr. in DeBartolo-Miami Associates, an Ohio general
partnership ("DMA"), a General Partner Constituent of Borrower,
into a limited partnership interest therein and the conversion of
DMA from a general partnership to a limited partnership, provided
that DRPLP is the sole general partner thereof; and/or (dd) not
apply to or prohibit the sale or transfer of any stock of Realty or
Institutional to or among any JMB Affiliate, as defined in
Paragraph 4.2.D or to or among any senior level officers, managing
directors or majority shareholders of Realty or Institutional at
the time of the transfer, as well as all lineal descendants of said
persons, their spouses, members of their immediate families and
trusts exclusively for the benefit of such persons. The "Going
Public Condition Precedent: shall mean that the public offering of
common stock in DRC has closed in a manner not materially different
from that described in the most recent Securities and Exchange
Commission Form S-11 for DRC furnished Secured Party prior to the
date hereof and that DRPLP is established and owns and controls the
assets as described therein without material variances from such
description.

B. One Time Transfer of the Entire Mortgaged
Premises. Notwithstanding the provisions of Paragraph 4.2.A herein,
Debtor may, unless such right has been terminated under the
provisions of Paragraph 4.2.F herein, transfer the entire Mortgaged
Premises ("Transfer") one (1) time during the term of the Loan (any
transfer by Debtor pursuant to said right, shall automatically
nullify the right to transfers under Paragraph 4.2.B through
Paragraph 4.2.K herein) by complying with all of the requirements
of this Paragraph 4.2.B as follows:

(1) Debtor shall provide Secured Party with a
written request (such request shall be accompanied by a Notice
stating "Warning - failure to notify Debtor within ten (10)
business days of receipt of this Notice stating any additional
information or documentation needed, shall waive the right to
further request the same and any failure to approve or disapprove
the proposed buyer within thirty (30) days of receipt of all of the
foregoing, shall be deemed Secured Party's approval of said buyer)
accompanied by a $5,000.00 review fee, the documentation of the
Revenues and Expenses for the twelve (12) months prior to the
Debtor's written request for the Transfer and a budget for such
Revenues and Expenses for the twelve (12) months after the Debtor's
written request for the Transfer as required by Paragraph 4.2.B(4)
herein. Secured Party agrees that within thirty (30) days of
receipt of such written notification and of delivery to Secured
Party of all information and documentation reasonably required by
Secured Party to make its determination (Secured Party agreeing to
make such request for information within 10 business days of
Debtor's written request for approval of the Transfer and payment
of the review fee), Secured Party shall allow the proposed buyer to
assume the obligations under this Security Instrument and other
Loan Documents, subject to the exculpation herein and therein
contained, (i) if the "One Time Transfer Conditions", defined below
in Paragraph 4.2.B(3), are fulfilled and (ii) if any such proposed
buyer is approved by Secured Party, as being "Qualified" as
defined in Paragraph 4.2.B(2) herein;

(2) As used herein, "Qualified" or "Qualified
Buyer" shall mean the proposed buyer, as determined by Secured
Party (the numerical tests are to be satisfied based on the
information furnished by Debtor and supplied by Debtor and/or the
purchaser) , (aa) has, either in its own right or through
Affiliates jointly and severally liable under the assumption, a net
worth in excess of $100,000,000.00, (bb) has a current ratio, as
determined under generally accepted accounting principles
consistently applied, of current assets to current liabilities of
not less than 1.20 to 1.00, (cc) owns (either in its own right or
through Affiliates) in excess of $500,000,000.00 of commercial real
estate assets including regional malls, (dd) itself would qualify
herein as an Approved Property Manager meeting the requirements set
forth in Paragraph 3.17 of this Security Instrument for the change
in the property manager without Secured Party's approval or has a
written commitment from such a property manager pursuant to a
management agreement, in form and substance and with a term
approved by Secured Party before the occurrence of the Transfer,
(ee) is creditworthy and of good character, and (ff) such proposed
buyer and/or its Affiliates have not been the source of specific
and identifiable material problems in prior business dealings with
Secured Party (Debtor acknowledges that Secured Party is not
obligated to disclose the nature of such specific and identifiable
problems except in connection with any litigation between Debtor
and Secured Party);

(3) the "One Time Transfer Conditions" are
that (aa) there shall be no uncured monetary default or nonmonetary
Event of Default existing under the Loan Documents; (bb) the
proposed Transfer is not in violation of Paragraph 9.26 herein and
Secured Party shall have received the certification required by
Paragraph 9.26.G(2) herein; (cc) the proposed transferee shall have
signed an assumption agreement acceptable to Secured Party with
respect to the Loan Documents, subject to the same limitations on
liability as is set forth in Paragraph 9.33 herein except as to any
full recourse provision in any Loan Document such as in the
Hazardous Substance Remediation and Indemnification Agreement but
with no other required modification in any Loan Document; (dd)
Secured Party receives an endorsement to Secured Party's Mortgagee
Title Policy changing the effective date to the time of the
Transfer and showing no additional title exceptions or matters
objectionable to Secured Party; (ee) in consideration for the
approval of such Transfer, Secured Party shall, at the time of the
Transfer, be paid a transfer fee of one percent (1%) of the then
outstanding principal balance of the Note on the date of the
Transfer less the review fee previously paid provided that (x) any
documentary stamp taxes, intangible taxes, recording fees, and
other costs and expenses required in connection with the assumption
agreement are paid by Debtor or the transferee and (y) all other
reasonable out-of-pocket costs and expenses (including attorneys'
fees) of preparation of the assumption agreement and obtaining the
endorsement to the Secured Party's Mortgagee Title Policy are paid
by Debtor or the transferee; (ff) the Mortgaged Premises shall have
generated Net Operating Income (as defined in Paragraph 4.2.B(4)
below) of not less than $7,100,000.00 for the Required Periods, as
defined in Paragraph 4.2.B(il below and the loan to value ratio
pertaining to the fair market value of the Real Estate Security and
the then unpaid principal balance of the Loan at the time of the
Debtor's written request for approval of the Transfer does not
exceed sixty-five percent (65%), (gg) Debtor and the Other Loan
Parties are not released from their recourse obligations under the
Loan Documents, including, but not by way of limitation, the
Hazardous Substance Remediation and Indemnification Agreement,
unless they qualify for release as set forth in Paragraph 4.2.B(5)
below; and (hh) the proposed transferee shall have complied with
any transfer requirements under the COREA and assumed Debtor's
obligations thereunder from and after the Transfer subject to any
exculpation set forth in the COREA;

(4) "Net Operating Income" shall mean "Gross
Revenues" generated directly by the operation of the Mortgaged
Premises less "Expenses" directly from the operation of the
Mortgaged Premises for the "Required Periods" where: (A) "Gross
Revenues" shall mean all (aa) fixed minimum rent, (bb) percentage
rent, (cc) tenant reimbursement for common area maintenance, taxes,
assessments, insurance, any administrative fees, and any other
reimbursements, (dd) food court tenant expense reimbursement, (ee)
Anchor Store contributions to common area and/or exterior mall
maintenance and other payments and reimbursements, (ff) recurring
miscellaneous revenues including temporary tenant rents and vending
machine income, (gg) proceeds from rent loss insurance provided the
casualty to the Mortgaged Premises which induced the loss of rents
has been restored or is in the process off restoration, (hh)
merchants' association and other marketing and advertising
contributions, (ii) parking revenues, and (jj) all other revenues
such as application of security deposits and tenant litigation
judgments and settlements (but in the latter two instances, said
items cannot be included for budget projection purposes); (B)
"Expenses" shall mean all (aa) real estate and other taxes and
assessments, both general and special, due and payable by Debtor
(based upon the latest available official rate and valuation); (bb)
insurance premiums paid or due and payable by Debtor (according to
the latest premium billings); (cc) salaries and fringe benefits
paid or payable by Debtor to employees of Debtor or to the
employees of the management company and which pertain to the
Mortgaged Premises (including, by way of illustration, any
manager,, secretary, engineer, maintenance assistant, or
administrative personnel) ; (dd) commercially reasonable management
fees; (ee) other ordinary and necessary operating expenses paid or
due and payable by Debtor including supplies, building repair and
maintenance, grounds and parking lot maintenance, janitorial
service, security, and utility expenses (refuse collection), cable
T.V., electric, gas, water, sewer and telephone); (ff) contractual
merchants association contributions; and (gg) leasing commission
obligations paid or due and payable by Debtor and amortized
(including those paid in one or more lump sum payments) over the
lease term. Debt service, income taxes, depreciation and
amortization, capital expenditures, restoration expenditures and
tenant finish costs are specifically excluded from Total Expenses;
and (C) the "Required Periods" shall mean the twelve (12) month
period prior to Debtor's written request for approval of the
Transfer based on actual Net Operating Income during that period
and the twelve (12) month period after Debtor I s written request
f or approval of the Transfer. Net Operating Income for the twelve
(12) month period before Debtor's written request for approval of
the Transfer shall be based on documentation of revenue and
expenses for said period presented to Secured Party at the time of
the request for the consent to the Transfer and certified to
Secured Party by the general partners of Debtor as being true,
correct and accurate in all material respects. Net Operating Income
for the twelve (12) month period after the Transfer shall be based
on a budget for that period submitted by Debtor to Secured Party at
the time of the request for consent to the Transfer. The budget
shall reasonably project revenues and expenses based on historical
performance and then current market conditions;

(5) The Debtor and the Other Loan Parties will
not qualify for a release from their recourse obligations under the
Loan Documents including, but not by way of limitation, the
Hazardous Substances Remediation and Indemnification Agreement,
unless the Qualified Buyer and its Affiliates essential to meeting
the Qualified Buyer criteria ("Essential Affiliates") assume the
obligations of Debtor and the Other Loan Parties under the Loan
Documents subject to the exculpation provided in the Loan Documents
but only to the extent so provided. In addition, any release shall
be a "Prospective Release" which shall be a release as to recourse
obligation's under the Loan Documents occurring or arising
subsequent to the Transfer to and assumption of the obligations
under the Loan Documents by such Qualified Buyer and any Essential
Affiliates. Notwithstanding the foregoing, no release shall be
given if there is any uncured default by Debtor under any of the
Loan Documents. After Secured Party has granted a Prospective
Release, then (A) as to all recourse obligations under the Loan
Documents other than under the Hazardous Substance Remediation and
Indemnification Agreement, at the date of the payment of the Loan
in full or the completion of any foreclosure sale proceedings or
deed in lieu of foreclosure of the Loan Documents, Secured Party
shall release the Debtor which made the Transfer and those who were
Other Loan Parties immediately prior to the Transfer from their
obligations under the Loan Documents not then subject to a claim by
Secured Party; and (B) as to all recourse obligations under the
Hazardous Substance Remediation and Indemnification Agreement, at
the expiration of three (3) years after the earlier of (i) the date
of the payment of the Loan in full, and (ii) the date of the
completion of any foreclosure sale proceedings or deed in lieu of
foreclosure of the Loan Documents, Secured Party shall release the
Debtor which made the Transfer and those who were Other Loan
Parties immediately prior to the Transfer from their obligations
under the Loan Documents not then subject to a claim by Secured
Party; and

(6) Notwithstanding the foregoing in this
Paragraph 4.2.B herein, if Secured Party approves the Qualified
Buyer and any proposed Other Loan Party replacements, such approval
shall not be effective beyond one hundred- twenty (120) days after
Secured Party has given Debtor written notice thereof. Debtor may,
at least ten (10) business days before the expiration of said one
hundred twenty (120) day period, request, in writing, a one time
extension thereof for an additional ninety (90) day period. The
request shall be accompanied by updated current information with
respect to the Qualified Buyer determination and the One Time
Transfer conditions as well as documentation evidencing that Debtor
has been pursuing the Transfer with reasonable diligence and that
there is a basis to reasonably believe the Transfer will be
completed in accordance with the provisions of this Paragraph 4.2.B
before the end of the requested extension period. Should such
information and documentation, in Secured Party's reasonable
judgment, evidence that the proposed buyer will remain a Qualified
Buyer for the extension period, that the One Time Transfer
Conditions will remain satisfied during said period, that Debtor
has been pursuing the Transfer with reasonable diligence and that
there is a reasonable basis for believing the Transfer will be
completed in accordance with the provisions of this Paragraph 4.2.B
before the expiration of the requested extension period, the
extension shall be granted.

C.Internal DeBartolo General Partnership
Transfers. Notwithstanding the provisions of Paragraph 4.2.A
herein, as long as there is no uncured monetary default or
nonmonetary Event of Default by Debtor under any of the Loan
Documents and the proposed transfer is not in violation of
Paragraph 9.26 herein, any general partnership interest in any
General Partner Constituent of Debtor, as defined in Paragraph
4.2.A herein, owned by any DeBartolo Affiliate, as defined below,
may be transferred at any time and from time to time to and among
any DeBartolo Affiliate. The DeBartolo Affiliate shall mean any
wholly owned subsidiary of DRC and/or DRPLP, provided that the
Going Public Condition Precedent in Paragraph 4.2.A has been
satisfied and that DRPLP and DRC (as the general partner of DRPLP)
remain responsible on a recourse basis (and execute such
documentation evidencing such obligation in form and substance
satisfactory to Secured Party) for the obligations of the Other
Loan Parties (to the extent set forth in the Loan Documents,
including, but not by way of limitation under the Other Loan Party
Agreement and the Hazardous Substances Remediation and
Indemnification Agreement) and the "DeBartolo Family Affiliates"
which means any one or more of the lineal descendants of Mr. Edward
J. DeBartolo or their spouses or any members of their immediate
families or any trusts exclusively for the benefit of the
aforementioned persons.

D. Internal JMB General Partnership Transfers.
Notwithstanding standing the provisions of Paragraph 4.2.A herein,
as long as there is no uncured monetary default or nonmonetary
Event of Default by Debtor under any of the Loan Documents and the
proposed transfer is not in violation of Paragraph 9.26 herein, any
general partnership interest in JMB Income Properties, Ltd.-XIII
IDS/JMB Balanced Income Growth, Ltd. or Urban Shopping Centers,
L.P. (collectively the "JMB Primary Partnerships"), any general
partner of any of the JMB Primary Partnerships or any general
partner of any general partner of any of the JMB Primary
Partnerships ("General Partner Constituents of the JMB Primary
Partnerships") owned by any JMB Controlled Affiliate, as defined
below, may be transferred from time to time to any JMB Controlled
Affiliate which shall mean (I) Urban Shopping Centers, Inc., and
Urban Shopping Centers, L - P. and (II) any other Person so long as
one or more.of JMB Realty Corporation, a Delaware corporation
("Realty") , or JMB Institutional Realty Corporation, a Delaware
corporation ("Institutional"), or a JMB Affiliate (as hereinafter
defined) (A) own at least fifty percent (50%) of the economic
interests that is directed or managed on the basis of ownership of
economic interests of the entity in question; (B) act as a managing
general partner of a general partnership that is the entity in
question; (C) act as the sole general partner of a limited
partnership that is the entity in question or as a general partner
of a limited partnership (having more than one general partner)
that is the entity in question but with the power to direct and
manage such limited partnership; or (D) act as the investment
manager or advisor for a real estate investment trust, foundation,
common fund or investor account that is the entity in question for
which Realty, Institutional or a JMB Affiliate (x) acts generally
as investment manager or advisor with respect to more than one
property, or (y) acts as investment manager or advisor for a multi-
investor trust, foundation, common fund or investor account with
respect to the Real Estate Security. The term "JMB Affiliate"
means any corporation, partnership, trust or other entity that (A)
is a primary, secondary or tertiary subsidiary or affiliate of
Realty or Institutional, or (B) has as its officers, directors or
shareholders, persons who are senior level officers, managing
directors or majority shareholders of Realty or Institutional at
the time of the transfer. As long as the foregoing conditions are
met, transfers of nonmanaging general partnership interests only,
shall be permitted to or by any senior level officers, managing
directors or majority shareholders of Realty or Institutional at
the time of the transfer as well as all lineal descendants of said
persons, their spouses, members of their immediate families and
trusts exclusively for the benefit of such persons.

E. Transfers between JMB and DeBartolo.
Notwithstanding the provisions of Paragraph 4.2.A herein, as long
as there is no uncured monetary default or nonmonetary Event of
Default by Debtor under any of the Loan Documents, the proposed
transfer is not in violation of Paragraph 9.26 herein and the
Loan Documents are, simultaneous with each such transfer, modified
in a manner acceptable to Secured Party, to reflect the transfer
and change in the application of the JMB Cap and DeBartolo Cap and
Debtor pays Secured Party a fee of $5,000.00 in conjunction with
each such modification along with Secured Party's reasonable
attorney' s fees in connection therewith, then, the fifty percent
(50%) partnership interest in Debtor owned by certain DeBartolo
Affiliates which are general partners of Debtor on the Closing
Date (collectively the "DeBartolo Debtor General Partners") and
the fifty percent (50%) partnership interest in Debtor owned by
JMB/Miami International Associates, may be transferred in their
entirety, only, pursuant to a one time right of transfer on the
part of the DeBartolo Debtor General Partners to transfer such
fifty percent (50%) interest owned by them to a JMB Controlled
Affiliate and pursuant to a one time right of transfer on the
part of the JMB/Miami International Associates to transfer such
fifty percent (50%) interest owned by it to a DeBartolo Affiliate.
No one or less than all of the DeBartolo Debtor General Partners
may exercise the one time right of transfer under this paragraph
unless those so exercising same do so with respect to the entire
fifty percent (50%) general partnership interest in Debtor. Upon
any such transfer, the DeBartolo Cap (defined in Paragraph 9.33
herein), if a DeBartolo Affiliate is the transferee, and the JMB
Cap (defined in Paragraph 9.33 herein) , if a JMB Control led
Affiliate is the transferee, shall no longer be applicable to the
liability of the transferee as an Other Loan Party, but will remain
applicable as to the transferor (e.g. if a DeBartolo Affiliate is
the transferor of a transfer immediately after closing, DeBartolo's
Other Loan Party liability is subject to the DeBartolo Cap, but the
Other Loan Party liability of the JMB Loan Party is not thereafter
subject to the JMB Cap so the JMB Loan Parties will become liable
for 100% of said Other Loan Party obligations while DeBartolo, on
a joint and several basis, remains liable therefor subject to the
DeBartolo Cap). Notwithstanding the foregoing, any Other Loan Party
Transferor under this paragraph may make a written request to
Secured Party for a release to Secured Party f or a release on the
terms and subject to the conditions set forth in Paragraph 4.2.K
herein.

F. 50% Transfer by JMB or DeBartolo to a Third Party.
Notwithstanding the provisions of Paragraph 4.2.A herein, as long
as the transferor and transferee comply with all of the provisions
of and meet all of the conditions and requirements of Paragraph
4.2.B herein for Secured Party's consent to a one time transfer of
the Mortgaged Premises which shall be applicable to transfers under
this paragraph except that the One Time Transfer Conditions set
forth in Paragraph 4.2.B(3)(ff) herein (Net Operating Income and
loan to value requirements) shall not be applicable, the transfer
fee in Paragraph 4.2.B(3)(ee) herein shall be one-half of one
percent (.5%) instead of one percent (1%), and the release
provisions of Paragraph 4.2.B(5) herein will apply only to the
Transferor Other Loan Party, then, the fifty percent (50%) general
partnership interest in Debtor owned by the DeBartolo Debtor
General Partners, as defined in Paragraph 4.2.E above, or the fifty
percent (50%) general partnership interest in Debtor owned by
JMB/Miami International Associates, may be transferred, in their
entirety, only, pursuant to a one time right of transfer on the
part of the DeBartolo Debtor General Partners to transfer such
fifty percent (50%) interest owned by them to a third party other
than a DeBartolo Affiliate or a JMB Controlled Affiliate ("Third
Party Transferee") or pursuant to a one time right of transfer on
the part of JMB/Miami International Associates to transfer such
fifty percent (50%) interest owned by it to a Third Party
Transferee. No one or less than all of the DeBartolo Debtor General
Partners may exercise the one time right of transfer under this
paragraph unless those so exercising same do so with respect to the
entire fifty percent (50%) general partnership interest in Debtor.
Notwithstanding the foregoing, once the first of (i) the DeBartolo
Debtor General Partners or (ii) JMB/Miami International Associates
have completed a transfer under this paragraph, (A) there shall no
longer be a right to any transfers under Paragraph 4.2.E above, if
The DeBartolo Debtor General Partners are the first to make such a
transfer, there shall no longer be a right to any transfers under
Paragraph 4.2.C and Paragraph 4.2.H herein, and if JMB/Miami
International Associates is the first to make such a transfer,
there shall no longer be a right to any transfers under Paragraph
4.2.D above and Paragraph 4.2.H below, and (B) the provisions of
this Paragraph 4.2.F shall thereafter apply to a subsequent
transfer under this paragraph by the other partner except that (x)
if the first Third Party Transferee is the Third Party Transferee
under such subsequent transfer, it must again be approved by
Secured Party as Qualified under Paragraph 4.2.B(l) and (2) above
applied to then current information, (y) the requirement of
Paragraph 4.2.B(3)(ff) herein (Net operating Income and loan to
value requirements) will be applicable, and (z) after such second
transfer, there shall no longer be a right to any transfers under
Paragraph 4.2.B through 4.2.K herein. The release provisions of
Paragraph 4.2 B(5) herein shall apply to transferors under this
Paragraph 4.2.F.

G. Initial Transfers to the DEBARTOLO REIT.
Notwithstanding the provisions of Paragraph 4.2.A herein, as long
as (i) there is no uncured monetary default or nonmonetary Event of
Default by Debtor under any of the Loan Documents; (ii) the
proposed transfer is not in violation of Paragraph 9.26 herein;
(iii) Secured Party shall have received the certification required
by Paragraph 9.26.G(2) herein; (iv) the Going Public Condition
Precedent in Paragraph 4.2.A is satisfied and real estate
investment trust operating partnership ("OPREIT") for the real
estate investment trust involved meets the Qualified Buyer
requirements of Paragraph 4.2.B(2) above and becomes an Other Loan
Party and assumes the obligations of an Other Loan Party under the
Loan Documents including the Hazardous Substances Remediation and
Indemnification Agreement and the Other Loan Party Agreement
subject to the exculpation provided in the Loan Documents but only
to the extent so provided; (v) Debtor has provided prior written
notice thereof to Secured Party and has submitted to Secured Party
such information concerning the Transfer and the real estate
investment trust and its OPREIT as Secured Party may reasonably
require (including, but not by way of limitation, a current
organization chart showing the transfer, initial financial
statements, and a description of its operations and management,
which such information shall be reasonably acceptable to Secured
Party) ; (vi) Debtor has paid Secured Party a $5,000 review fee as
to such transfer upon submitting such information to Secured Party;
and (vii) pays Secured Party's reasonable attorney's fees in
connection therewith, then, such conditions having been satisfied,
DeBartolo may establish its real estate investment trust and
related OPREIT and the partnership interest of The DeBartolo Debtor
General Partners may be transferred to the DeBartolo OPREIT
("DeBartolo OPREIT") . Secured Party acknowledges that prior to the
execution of this Security Instrument general partnership interests
in Debtor and its General Partner Constituents have occurred
including transfer of general partnership interests in Debtor to
DRPLP, all as disclosed by DeBartolo, Inc. to Secured Party on even
date herewith. Such transfers did not meet the foregoing
requirements and Debtor agrees that such transfers do not waive the
requirements of Paragraph 4.2 herein as to future transfers,
including but not in limitation thereof, the provisions of
Paragraph 4.2.K which is not applicable to the transfers which have
occurred to date as described above. Secured Party agrees that
should, at the time the Going Public Condition Precedent in
Paragraph 4.2.A is satisfied, the DeBartolo OPREIT and the OPREIT
connected therewith be substantially similar to that set forth in
the most recent Securities and Exchange Commission Form S-11 for
DRC furnished Secured Party prior to the date hereof, then said
OPREIT shall be deemed a "Qualified Buyer" for the purposes of
this Paragraph 4.2.G if such Going Public Condition Precedent
occurs within one hundred twenty (120) days after the date of the
Security Instrument.

H. JMB Transfers to the JMB OPREIT or DeBartolo
OPREIT. Notwithstanding the provisions of Paragraph 4.2.A herein,
as long as there is no uncured monetary default or nonmonetary
Event of Default by Debtor under any of the Loan Documents and the
proposed transfer is not in violation of Paragraph 9.26 herein,
there shall be a one time right to transfer all of the general
partnership interests in JMB/Miami International Associates owned
by JMB Income Properties, Ltd.-XIII and IDS/JMB Balanced Income
Growth, Ltd., together, to Urban Shopping Centers, L.P. (regardless
of any change of the name of such entity now known by such name) or
to the DeBartolo OPREIT, as defined in Paragraph 4.2.G herein,
provided, by the time of the transfer, the transferee DeBartolo
OPREIT has satisfied the applicable requirements of Paragraph 4.2.G
above.

I. Partnership Interest Pledges to Institutional
Secured Parties. Notwithstanding the provisions of Paragraph 4.2.A
herein, as long as (i) there is no uncured monetary default or
nonmonetary Event of Default by Debtor under any of the Loan
Documents; (ii) the proposed transfer is not in violation of
Paragraph 9.26 herein; (iii) Secured Party shall have received the
certification required by Paragraph 9.26.G(2) herein; and (iv) all
reasonable out-of-pocket costs and expenses required in connection
with such transfer are paid by Debtor or the pledgor, then, such
conditions having been satisfied, any general partnership interest
in Debtor or any General Partner Constituent of Debtor may be
pledged to any "Institutional Secured Party" to secure any bona
fide arms-length obligation of the pledgor incurred in the ordinary
course of such Institutional Secured Party's business and not
incurred for the purpose of avoiding the restrictions set forth in
Paragraph 4.2.A herein, provided the same creates no lien or
security interest in the Mortgaged Premises, any part thereof, or
in any collateral for the Loan other than the partnership interest
in question. An "Institutional Secured Party" is a bank, bank
holding company, savings institution, or trust company, insurance
company, pension, retirement, or profit sharing fund or trust or
other entity which has, for at least five (5) years prior thereto,
been in the business of making such loans to be so secured by such
partnership interests and has assets of at least Five Hundred
Million Dollars ($500,000,000).

J. Partner Loans. Notwithstanding the provisions
of Paragraph 4.2.A herein, as long as (i) there is not uncured
monetary default or nonmonetary Event of Default by Debtor under
any of the Loan Documents; (ii) the proposed partner loans are not
in violation of Paragraph 9.26 herein; (iii) such loan is not
secured by any lien or security interest in the Mortgaged Premises
or any part thereof, or in any collateral for the Loan; and (iv)
all reasonable out-of-pocket costs and expenses required in
connection with such transfer are paid by Debtor, then, such
conditions having been satisfied, any General Partner of Debtor or
General Partner Constituent of Debtor may make loans to Debtor or
to any general partners of Debtor for the partnership purposes of
Debtor provided such loans are fully subordinated to the Loan and
all obligations of Debtor and the Other Loan Parties under the Loan
Documents. Any such subordinate loans shall expressly provide (as
shall the Loan Documents) that no payments thereon may be made from
any sums derived from the Mortgaged Premises unless all amounts due
and payable under the Loan Documents are current and not delinquent
and that in no event shall any such payments be made during any
uncured default under the Loan Documents or after any acceleration
of the sums due thereunder by Secured Party. In the event any
partnership interest in Debtor or any General Partner Constituent
of Debtor is pledged to secure any such partner loans, any transfer
of any such interests to the secured party free of the transferor's
interest pursuant to such secured party's right under said pledge
shall be subject to the provisions of this Paragraph 4.2 and shall
be prohibited unless satisfying the requirements of any exception
to Paragraph 4.2.A herein set forth in this Paragraph 4.2. Should
such transfer to any such secured party satisfy the requirements of
any exception to Paragraph 4.2.A herein applicable to any such
transfer, any release provisions pertaining to any such applicable
exception shall, as in the case of any other transfer covered by
the applicable exception, apply to such transfer to the secured
party.

K. Release Rights. As to any transfers under
Paragraphs 4.2.C, 4.2.D, 4.2.E, 4.2.G, 4.2.H, 4.2.I, 4.2. and 4.2.L
herein, the Other Loan Parties will not qualify for a release from
their obligations under the Loan Documents, including but not by
way of limitation, the Hazardous Substances Remediation and
Indemnification Agreement except (1) Paragraph 4.2.B herein shall
apply to transferors under Paragraph 4.2.F herein and (2) where
there is a Transfer pursuant to Paragraph 4.2.E (The Prospective
Release, in the case of Paragraph 4.2.E herein, shall apply to the
transferor as well as all affiliates of the transferor which are
Other Loan Parties), Paragraph 4.2.G or 4.2.H herein and the
transferor makes a written request to Secured Party for such
release, and based on application of the Qualified Buyer provisions
of Paragraph 4.2.B(2) above to the Transferee, Secured Party
approves the release (the approval shall not be unreasonably
withheld), then the transferee in such cases shall assume all of
the Other Loan Party obligations of transferor by executing an
assumption agreement acceptable to Secured Party and any such
transferor shall be released by a Prospective Release; provided
however, after Secured Party has granted a Prospective Release,
then (A) as to all recourse obligations under the Loan Documents
other than under the Hazardous Substance Remediation and
Indemnification Agreement, at the date of the payment of the Loan
in full or the completion of any foreclosure sale proceedings or
deed in lieu of foreclosure of the Loan Documents, Secured Party
shall release the Debtor which made the Transfer and those who were
Other Loan Parties immediately prior to the Transfer from their
obligations under the Loan Documents not then subject to a claim by
Secured Party; and (B) as to all recourse obligations under the
Hazardous Substance Remediation and Indemnification Agreement, at
the expiration of three (3) years after the earlier of (i) the date
of the payment of the Loan in full, and (ii) the date of the
completion of any foreclosure sale proceedings or deed in lieu of
foreclosure of the Loan Documents, Secured Party shall release the
Debtor which made the Transfer and those who were Other Loan
Parties immediately prior to the Transfer from their obligations
under the Loan Documents not then subject to a claim by Secured
Party. Notwithstanding the foregoing, no release shall be given if
there is any uncured default by Debtor under any of the Loan
Documents.

L. DeBartolo OPREIT General Partner Transfers.
Notwithstanding the provisions of Paragraph 4.2.A herein, as long
as (i) there is no uncured monetary default or nonmonetary Event of
Default by Debtor under any of the Loan Documents; (ii) the
proposed transfer is not in violation of Paragraph 9.26 herein;
(iii) the requirements of Paragraph 4.2.G have been satisfied; (iv)
DRC remains the managing general partner of DRPLP and the holder of
more than 50% of the general partnership interests in DRPLP; (v)
the transferee assumes and DRC and DRPLP remain responsible on a
recourse basis for the obligations of the other Loan Parties to the
extent set forth in the Loan Documents, including, but not by way
of limitation under the Other Loan Party Agreement and the
Hazardous Substances Remediation and Indemnification Agreement; and
(vi) Debtor has provided prior written notice thereof to Secured
Partner, which notice shall specify the identity of the
transferees, then, such conditions having been satisfied, DRC shall
have a right, from time to time to transfer general partnership
interests in DRPLP to third parties or otherwise admit third
parties as new general partners to DRPLP.

4.3 Replacement of Fixtures and Personalty. Debtor will
not permit any of the Fixtures or Personalty (other than the
Excluded Equipment and Vehicles) to be removed at any time from the
Property without the prior written consent of Secured Party unless
(i) such Fixtures or Personalty are actually replaced by articles
of equal suitability and value owned by Debtor free and clear of
any lien or security interest except such as may be approved in
writing by Secured Party; (ii) such Fixtures or Personalty are no
longer required for the operation of the Property in accordance
with the Approved Manager Business Practices; or (iii) as otherwise
may be permitted by the terms hereof.

4.4 No Cooperative or Condominium. Debtor shall not
operate the Property or permit the Property to be operated, as a
cooperative or condominium building or buildings in which the
tenants or occupants participate in ownership, control, or
management of the Property or any part thereof, as tenant
stockholders or otherwise.

4.5 Name of the Mall. Debtor may not change the name of
the enclosed regional shopping center on the Property from "Miami
International Mall" without Secured Party's advance written
consent.

4.6 Leasing and Agreements.

A. All leases covering the Real Estate Security,
now or in the future, shall be to creditworthy tenants on economic
market terms in arms length transactions and shall be for initial
terms of not less than five (5) years (Kiosk Leases may have
initial terms of less than five (5) years and up to 30,000 square
feet may be leased on terms of one year or less, such leases shall
be called "Temporary Leases") and shall contain provisions that
require tenants to contribute their pro rata share of taxes,
insurance and all fixed and variable operating expenses and any
common area fees or other charges under the COREA (Kiosk Leases and
Temporary Leases need not include expense reimbursements) and shall
provide that base rent for each year must be equal to or greater
than base rent for the preceding year. Leases not meeting the above
criteria shall be subject to Secured Party's advance written
consent in addition to any such consent required by the provisions
of Paragraph 4.6.B below.

B. Debtor may engage in the following actions with
respect to existing leases and new leases affecting the Real Estate
Security:

(1) Debtor may, without Secured Party's prior
written consent terminate or accept the surrender of the lease of
any tenant [other than Lane Bryant, its successors or assigns and
any other tenant whose premises are larger than 7,500 rentable
square feet] which is in default of its lease or is likely to go
in default of such lease with the passage of time as a result of
substandard sales for such operations;

(2) Provided the amendment is commercially
reasonable and in accordance with Approved Manager Business
Practices, Debtor may, without Secured Party's advance written
consent, (i) enter into minor noneconomic amendments with any size
tenant; (ii) other than Lane Bryant, its successors or assigns
and any other tenant whose premises are larger than 7,500 rentable
square feet, enter into an amendment of the Lease of any tenant or
terminate the lease of any tenant (but, in the case of a
termination, only if a replacement tenant has signed a lease in
accordance with the provisions of Paragraph 4.6.B(3) below; and

(3) Debtor may enter into new bona-fide arm's
length leases (or extend or renew existing leases) with tenants
for premises of 7,500 rentable square feet or less without Secured
Party's prior written consent provided such leases are on Debtor's
standard form lease approved by Secured Party with no material
modifications that materially increase the obligations of the
landlord unless the modifications are commercially reasonable, are
in accordance with Approved Manager Business Practices and do not
include any specific asbestos, environmental, or hazardous
substances indemnifications in favor of tenants unless such
indemnifications, by their terms or pursuant to a Subordination
and Non-Disturbance Agreement, would be extinguished by
foreclosure, transfer by deed in lieu of foreclosure, or similar
transfer of the Real Estate Security.

Except as expressly provided above or after obtaining
Secured Party's prior written consent], Debtor shall not (i)
materially amend or modify any lease affecting the Real Estate
Security; (ii) extend or renew (except in accordance with the
existing lease provisions, if any) any lease affecting the Real
Estate Security; (iii) terminate or accept the surrender of any
lease affecting the Real Estate Security; or (iv) enter into any
new lease of the Real Estate Security.

C. Secured Party will, upon request of Debtor and
subject to the provisions of Paragraph 9.22 herein which shall be
applicable to such requests, enter into non-disturbance and
recognition agreements with Tenants under any Key Tenant Lease
approved by Secured Party or pursuant to the provisions of this
Paragraph 4.6 deemed approved by Secured Party, or under any Lease
approved by Secured Party or pursuant to the provisions of this
Paragraph 4.6 deemed approved by Secured Party, in each case in
form and substance satisfactory to Secured Party and Debtor. Such
subordination or non-disturbance agreements shall be effected by
agreement in recordable form and otherwise be in form and substance
satisfactory to Debtor, Secured Party and their respective counsel.

4.7 COREA. Any material amendment, revision or
modification to the COREA or other agreement between Debtor and an
owner of an Anchor Store during the term of the Loan is subject to
the prior written approval of Secured Party. Debtor shall pay
Secured Party a nonrefundable $5,000.00 fee for processing requests
for approval of material amendments, revisions or modifications
(the material nature of the amendment, revision or modification to
be reasonably determined by Secured Party) to cover Secured Party's
services rendered in processing the material amendment, revision or
modification. In addition, Debtor shall reimburse Secured Party for
any reasonable out of pocket expenses and non-staff attorneys' fees
associated with processing any request for approval of any material
amendment, revision or modifications. Secured Party agrees that
review of any such amendment, revision or modification will not be
unreasonably delayed. Debtor will not consent to, or acquiesce in,
any act or omission on the part of any signatory to the COREA if
such act or omission would have a material adverse effect on the
Real Estate Security. Debtor shall observe, perform, discharge,
duly and punctually, all and singular, any material obligation,
term, covenant condition or warranty under the COREA on the part of
Debtor to be kept, observed and performed (and give prompt notice
to Secured Party of any failure on the part of Debtor or any other
signatory to the COREA to observe, perform and discharge the same)
within any applicable notice and cure period thereby. The COREA
shall remain in full force and effect during the entire term of the
Loan.

4.8 [Intentionally omitted]

ARTICLE 5 Casualties and Condemnation

5.1 Insurance and Condemnation Proceeds.

A. Debtor will notify Secured Party in writing
promptly after any loss or damage of $100,000.00 or more caused by
fire or other casualty to all or any part of the Mortgaged
Premises, and prior to the making of any repairs thereto. Debtor
will furnish to Secured Party within seventy-five (75) days after
such loss or damage of $2,500,000.00 or more (i) preliminary plans
and specifications for repair and reconstruction of the Mortgaged
Premises (the "Preliminary Plans and Specifications"); and (ii)
evidence reasonably satisfactory to Secured Party (1) of the cost
of repair or reconstruction in accordance with the Preliminary
Plans and Specifications, (2) that sufficient funds are available
or will be available from the operation of the Mortgaged Premises
and/or committed for the benefit of such restoration, including
insurance proceeds, funds provided by the Debtor, payment and
performance bond, or otherwise, to complete such repair or
reconstruction, and (3) that such repair or reconstruction may be
completed in accordance with all applicable Laws and Restrictions
within the time frame described in Paragraph 5.1.C(vi) herein and
that all necessary permits and approvals have been or will be
obtained.

B. All insurance and condemnation proceeds on
account of any damage to the Mortgaged Premises in excess of
$250,000.00 (or such smaller amount as the COREA requires to be
escrowed) shall be payable to, and deposited with, Secured Party.
Secured Party, at its sole option, may (i) apply such insurance and
condemnation proceeds in payment of the indebtedness under the Loan
Documents without payment of any Prepayment Premium or in
satisfaction of any other obligation under the Loan Documents in
such order as Secured Party may determine; (ii) use such insurance
and condemnation proceeds to repair or reconstruct the Mortgaged
Premises; (iii) release such insurance and condemnation proceeds to
Debtor for repair or reconstruction of the Mortgaged Premises in
accordance with the procedures described in Paragraph 5.1.E herein;
or (iv) divide such proceeds in any manner among any such
application, use or release. No such application, use or release
shall, however, extend or postpone the due date of any installments
under the Note which shall be modified so that the modified even
monthly installments of principal and interest at the rate of
interest in the Note amortize the principal balance of the Loan,
after such application, over twenty- five (25) years thereafter
(but without changing the maturity date or other provisions of the
Loan) or cure or waive any Event of Default or notice of Event of
Default under the Loan Documents or invalidate any act done
pursuant to such notice.

C. Notwithstanding the provisions of Paragraphs
5.1.B or 5.2 herein, if all or any part of the Mortgaged Premises
is damaged or destroyed or any part of the Mortgaged Premises is
taken by any public or quasi-public authority through condemnation,
eminent domain, deed in lieu thereof, or otherwise, Secured Party
shall (A) if the loss or damage is under $250,000.00 in amount, pay
over said proceeds to Debtor for repair and restoration of the
Mortgaged Premises; (B) if the loss or damage is $250,000.00 or
over in amount but is under $2,500,000.00 in amount, make the net
amount of all insurance proceeds and condemnation awards received
by Secured Party, after deduction of Secured Party's reasonable
out-of-pocket costs and expenses, if any, in collection of same
available to Debtor for the repair and restoration of the Mortgaged
Premises (or so much thereof as was not so condemned) pursuant to
the procedures described in Paragraph 5.1.E herein except no
architect or plans and specifications shall be required, any
architect certification shall be replaced by a Debtor's
certification of the completion of the work described in the
certification; and (C) if the loss or damage is $2,500,000.00 or
greater in amount, make the net amount of all insurance proceeds
and condemnation awards received by Secured Party after deduction
of Secured Party's reasonable out-of-pocket costs and expenses, if
any, in collection of same, and out-of-pocket costs associated with
Secured Party's review of the Preliminary Plans and Specifications
and other out-of-pocket costs associated with disbursement of such
proceeds (the "Net Proceeds"), available for the repair and
reconstruction of the Mortgaged Premises (or so much thereof as was
not condemned) pursuant to the procedures described in Paragraph
5.1.E herein, provided that (i) no Event of Default or event which,
with the giving of notice or the passage of time, or both, would
constitute an Event of Default shall have occurred and shall be
continuing under any of the Loan Documents; (ii) Debtor has
complied with the provisions of Paragraph 5.1.A herein and Secured
Party has approved the Preliminary Plans and Specifications; (iii)
subject to the provisions of the COREA, Debtor shall proceed (as
promptly as is practicable after the date of any such damage or
destruction or of any such taking of any part of the Mortgaged
Premises (the "Occurrence"), but in no event later than three (3)
months after the occurrence) with the reconstruction of the
Mortgaged Premises as nearly as possible to the condition it was in
immediately prior to the Occurrence and in accordance with the
Preliminary Plans and Specifications (and any changes thereto
approved by Secured Party); (iv) Secured Party shall be satisfied
that no leases with tenants which are not Key Tenants and no Key
Tenant (other than Key Tenants occupying not more than an aggregate
of 10,000 rentable square feet) with an aggregate rentable square
footage for such Key Tenants and tenants who are not Key Tenants of
ten percent (10%) or more of the total rentable square feet
contained in the Mortgaged Premises prior to the occurrence shall
be terminated as a result of the Occurrence; (v) Secured Party
shall be satisfied that not more than one (1) Anchor Store shall
cease operating under the terms of the COREA as a result of the
Occurrence and that there are at least four (4) remaining Anchor
Stores operating regardless of the Occurrence; (vi) Secured Party
shall be satisfied that such reconstruction can be completed no
later than eighteen (18) months after the Occurrence and at least
one (1) year before the maturity of the Loan; (vii) Secured Party
shall be satisfied that the reconstruction can be completed at a
cost which does not exceed the Net Proceeds or, in the event the
cost of such restoration exceeds the Net Proceeds, Debtor shall
have satisfied the requirements set forth in Paragraph 5.1.E(6)(i)
or Paragraph 5.1.E(6)(ii) herein; (viii) Secured Party shall be
satisfied that Debtor (whether with rental loss insurance proceeds
or otherwise) will continue to be able to timely pay all payments
as they become due on the indebtedness under the Loan Documents
during such period of repair and reconstruction; (ix) Secured Party
determines that repair or reconstruction is economically feasible,
that the loan to value ratio of the repaired or reconstructed
Mortgaged Premises will be 65% or less and that the Mortgaged
Premises have generated Net Operating Income, as defined in
Paragraph 4.2.B(4) herein in the amount required as a One Time
Transfer Condition in Paragraph 4.2.B(3) (ff) herein, for the
Required Periods, as defined in Paragraph 4.2.B(4) herein (except
that the date of the loss, destruction or condemnation, as the case
may be, shall be used in lieu of the date of Debtor's written
request for approval of the Transfer) with Debtor to timely submit
to Secured Party the documentation of the Net Operating Income for
such Required Periods (including the budget) as set forth in
Paragraph 4.2.B herein; (x) the insurer has not denied liability to
any named insured and such denial would not prevent the
satisfaction of any other condition or requirement set forth in
this Paragraph 5.1.C and (xi) Debtor shall have entered into a
general construction contract acceptable in all respects to Secured
Party for completion of the repair or reconstruction, which
contract must include provision for a retainage of not less than
ten percent (10%) until full completion of the repair or
reconstruction.
D. Provided that no Event of Default or event that
with the passage of time or the giving of notice or both would
result in an Event of Default shall have occurred and be
continuing, Debtor shall have the sole responsibility for adjusting
all insurance claims of Two Million Five Hundred Thousand Dollars
($2,500,000.00) or less, so long as Debtor keeps Secured Party
advised of the progress and amount of such adjustment. Debtor and
Secured Party shall jointly adjust all insurance claims in excess
of Two Million Five Hundred Thousand Dollars ($2,500,000.00).

E. The Net Proceeds and any additional funds
deposited by Debtor with Secured Party shall be held by Secured
Party until disbursement in an interest bearing special account and
shall constitute additional security for the Loan. Debtor shall
execute, deliver, file and/or record, at its own expense, such
documents and instruments as Secured Party deems necessary or
advisable to grant to Secured Party a perfected, first priority
security interest in the Net Proceeds and such additional funds.
Secured Party shall pay the Net Proceeds to the Debtor from time to
time during the course of the restoration, subject to the following
terms and conditions:

(1) The work shall be administered and
overseen by an architect approved by Secured Party ("Architect").
Complete copies of the final plans and specifications for the work
(the "Final Plans and Specifications") , approved by all
governmental authorities whose approval is required, and bearing
the sealed and signed approval thereof by the Architect and
accompanied by the Architect's signed estimate of the entire cost
of completing the work, shall be delivered to Secured Party;

(2) Each request for payments shall be made
upon seven (7) days' prior notice to Secured Party and shall be
accompanied by a certificate to be made by the Architect stating
that (i) all of the work completed has been done in compliance with
the Plans and Specifications, as approved by Secured Party; (ii)
the sum requested is justly required to reimburse Debtor for
payments by Debtor to, or is justly due to, the contractor,
subcontractors, materialmen, laborers, engineers, architects or
other persons rendering services and materials for the work (giving
a brief description of such services and materials) and, when added
to all sums previously paid out by Secured Party, does not exceed
the value of the work done to the date of such certificate and
(iii) the amount of such proceeds remaining with Secured Party are
sufficient on completion of the work to pay for the same in full
(giving in such reasonable detail as Secured Party may require an
estimate of the cost of such completion);

(3) Each request shall be accompanied by
conditional or unconditional waivers of lien, as appropriate,
satisfactory to Secured Party covering that part of the work for
which payment or reimbursement is being requested and, if required
by Secured Party, by a search prepared by a title company
satisfactory to Secured Party, that there has not been filed with
respect to the Mortgaged Premises any mechanics', materialmen's or
other lien;

(4) The request for any payment after the work
has been completed shall be accompanied by a copy of any
certificate or certificates required by any Laws and Restrictions
for legal occupancy of the Improvements;

(5) Debtor shall deliver to Secured Party
certified or photostatic copies of all permits and approvals
required by any Laws and Restrictions in connection with the
commencement and conduct of the work; and

(6) If at any time the sum (the "Adjusted Net
Proceeds") of (i) the undisbursed balance of the Net Proceeds; plus
(ii) the net income (after debt service) in which Secured Party has
a security interest and which Secured Party is satisfied will be
forthcoming during the period of time reasonably estimated by
Secured Party as required for completion of the restoration, shall
not, in Secured Party's opinion, be sufficient to pay in full the
balance of the costs which will be incurred in connection with the
restoration and pay or perform the obligations of Debtor under the
Loan Documents as and when due during the restoration period,
Debtor shall, prior to receiving any further disbursement, either
(1) complete such portion of the restoration as shall be sufficient
to render the Adjusted Net Proceeds sufficient to complete the
restoration; (2) deposit the deficiency with Secured Party before
any further disbursement of the Net Proceeds shall be made, which
deficiency deposit shall be held by Secured Party and shall be
disbursed on the same conditions applicable to the Net Proceeds or
(3) deliver assurances satisfactory to Secured Party that all costs
of the restoration in excess of the Adjusted Net Proceeds will be
paid in full as the same become due and payable. Debtor shall remit
to Secured Party the balance, if any, for any such deficiency
deposit remaining after completion of the restoration.

F. Notwithstanding anything to the contrary
contained herein, or in any of the insurance policies, all proceeds
paid to Debtor under such policies shall immediately be delivered
to Secured Party if they are in the amount of $250,000.00 or more.
If the Net Proceeds exceed the costs of completion for the
restoration of the Mortgaged Premises, such excess proceeds shall,
provided no Event of Default or event that with the passage of time
or the giving of notice or both would result in an Event of
Default, be paid over to Debtor, and otherwise shall belong and be
retained by and/or paid over to Secured Party to be applied against
the indebtedness of Debtor under the Loan Documents without payment
of any Prepayment Premium.

G. Notwithstanding anything to the contrary
contained herein, Secured Party will make the Net Proceeds
available for repair and restoration when and as required by the
COREA, but, in all events, when the loss or damage is $250,000.00
or more in amount (or such smaller amount as the COREA requires to
be escrowed), Secured Party shall be the disbursement Trustee.
Secured Party's obligation to make such Net Proceeds available for
repair or restoration when and as required by the COREA is further
subject to Debtor's satisfaction of the following conditions which
shall be applicable as of the time the Net Proceeds are to be made
so available pursuant to the provisions of the COREA: (i) the
COREA is in full force and effect; (ii) there is no Event of
Default under any of the Loan Documents or event that with the
passage of time or the giving of notice or both would result in an
Event of Default under any of the Loan Documents; (iii) Debtor is
not in default under any of the terms, covenants and conditions of
the COREA and there is no event that with the passage of time or
the giving of notice or both would result in a default by Debtor
under the COREA; (iv) that either (x) the Debt Service Coverage is
2.00 to 1.00 [the Debt Service Coverage shall be computed by
dividing the Net Operating Income, as defined in Paragraph 4.2.B(4)
herein (except the Required Periods shall be the twelve month
period after the date of loss, destruction or condemnation, as the
case may be) by the required payments of principal and interest
under the Loan during the Required Periods with the quotient to be
at least 2.00] and the loan to value ratio of the reconstructed
Mortgaged Premises will be 65% or less unless Secured Party elects,
in its sole discretion (without regard to the Standard of Conduct),
to waive, in writing, such a loan to value ratio requirement and
unless Secured Party so waives such loan to value ratio
requirement, Debtor shall have the right to make principal
prepayments, without the Prepayment Premium being applicable
thereto, in the amount of the lesser of Ten Million Dollars
($10,000,000.00) or the amount necessary to achieve a 65% loan to
value ratio (any such prepayment together with any additional
principal payments, and the Prepayment Premium applicable thereto,
necessary to meet the 65% loan to value ratio, are to be made as a
condition of making the Net Proceeds so available) or (y) all then
existing Leases affected in any way by such damage or destruction
shall continue in full force and effect or, alternatively,
substitute Leases have been entered into by Debtor which, in the
discretion of Secured Party, adequately secures the Indebtedness
and Obligations; (v) that Debtor shall first be given satisfactory
proof that such Improvements have been fully restored or that by
the expenditure of such money will be fully restored, free and
clear of all liens, except as to the lien of this Security
Instrument; (vi) that in the event such Net Proceeds shall be
insufficient to restore or rebuild the said Improvements, Debtor
shall deposit promptly with Secured Party funds which, together
with the Net Proceeds, shall be sufficient to restore and rebuild
the said Improvements; (vii) that in the event Debtor shall fail,
within a reasonable time, subject to delays beyond its control, to
restore or rebuild the said Improvements, then Secured Party, at
its option, may restore or rebuild the said Improvements for or on
behalf of the Debtor and for such purpose may do all necessary
acts; (viii) that waiver of the right of subrogation shall be
obtained from any insurer under such policies of insurance who, at
that time, claims that no liability exists as to the Debtor or the
then owner or the assured under such policies; (ix) that the excess
of said insurance proceeds above the amount necessary to complete
such restoration shall be applied as provided in Paragraph 5.1.F
herein; (x) under no circumstances shall Secured Party become
personally liable for the fulfillment of the terms, covenants and
conditions contained in the COREA, or any other Leases nor
obligated to take any action to restore the said Improvements; (xi)
all insurance proceeds held by Secured Party or funds deposited by
Debtor under Clause (vi) above shall be held as provided in
Paragraph 5.1.E above in an interest bearing special account which
shall constitute additional security for the Loan and shall be
applied as set forth above in this Paragraph 5.1.G, in Paragraph
5.1.E and in Paragraph 5.1.F; and (xii) Debtor covenants and agrees
that in case of damage to or destruction of the Mortgaged Premises
by fire or otherwise, if Secured Party makes the Net Proceeds
available pursuant to this Paragraph 5.1.G, then Debtor will
promptly, at Debtor's sole cost and expense, restore, repair,
replace, rebuild or alter the Mortgaged Premises as nearly as
possible to the condition the same was in immediately prior to such
damage or destruction; such restoration, repairs, replacements,
rebuilding or alterations shall be commenced promptly and
prosecuted with reasonable diligence, subject to unavoidable
delays.

5.2 Additional Provisions Relating to Condemnation.

Debtor, promptly upon obtaining knowledge of the
commencement of any proceedings for the condemnation of the entire
Mortgaged Premises or any part thereof, will notify Secured Party
of the pendency of such proceedings if the loss or damage is of
$100,000.00 or more. Secured Party may participate in any such
proceedings and Debtor from time to time will deliver to Secured
Party all instruments requested by Secured Party to permit such
participation. Debtor shall have sole responsibility for the
handling of all such loss or damage condemnation claims of
$2,500,000.00 or less, so long as Debtor keeps Secured Party
advised of the progress and the amount of the awards with Debtor
and Secured Party to have joint authority with respect to such loss
or damage condemnation claims of $2,500,000.00 or more. In the
event of such condemnation proceedings, the award or compensation
payable is hereby assigned to and shall be paid to Secured Party.
Secured Party shall be under no obligation to question the amount
of any such award or compensation and may accept the same in the
amount in which the same shall be paid. In any such condemnation
proceedings the Secured Party may be represented by counsel
selected by the Secured Party, the reasonable cost of such counsel
to be borne by Debtor. The proceeds of any award or compensation so
received by Secured Party shall be paid over to Debtor for repair
or restoration of the Mortgaged Premises (A) if the loss or damage
is under $250,000.00 in amount (or such smaller amount as the COREA
require to be escrowed); (B) if the loss or damage is $250,000.00
or more in amount but less than $2,500,000.00 in amount it shall be
held and applied by Secured Party as Net Proceeds of insurance in
such amounts pursuant to the provisions of Paragraph 5.1.C(B)
herein; and (C) if the loss or damage is of $2,500,000.00 in amount
or more, it shall be applied by Secured Party as Net Proceeds of
insurance in such amounts pursuant to the provisions of Paragraph
5.1.C(C) herein. The provisions of Paragraph 5.1.G herein shall be
applicable to such condemnation proceeds.

5.3 [Intentionally Omitted]

ARTICLE 6 Events of Default and Remedies of Secured Party

6.1 Events of Default.

A. If one or more of the following events shall
have occurred and be continuing:

(1) Debtor shall fail to pay within five (5)
days of the notice of failure to pay any part of the Indebtedness
or make any other payment required by the Loan Documents when due;
provided however, if Secured Party shall give two (2) such notices
of a monetary default in any twelve (12) month period, Debtor
shall have no further right to any notice of any such monetary
default;

(2) Debtor shall fail to timely observe,
perform or discharge any nonmonetary Obligation contained in any
of the Loan Documents or, if such failure would have a material
and adverse effect upon the Property, in any agreement relating to
the Property on its part to be performed or observed and, except
as to failures covered by Paragraph 6.1-A(1), Paragraph 6.1.A(4),
Paragraph 6l.A(6), Paragraph 6.1.A(9) and Paragraph 6.1.B where
such thirty (30) day grace period shall not be applicable, any
such failure shall remain unremedied for thirty (30) days (the
"Grace Period") after notice to Debtor of the occurrence of such
failure; provided, however, if the default occurs by reason of a
cross-default between this Instrument, the Note or any Other Loan
Document, no duplicitous notice or cure period shall be required
and provided further, if the default is, in Secured Party's
reasonable judgment, of such a nature that it cannot be cured
within thirty (30) days, then the Grace Period may be extended by
such additional time as Secured Party may reasonably approve in
writing after receipt by Secured Party within such thirty (30) day
period of a written request by Debtor for such an extension of the
Grace Period;

(3) Debtor, as lessor or sublessor, as the
case may be, shall assign the rents or income of the Property or
any part thereof (other than to Secured Party) without first
obtaining the written consent of Secured Party except as incident
to a transfer of the fee simple interest in the Property which is
permitted under Paragraph 4.2 herein;

(4) Debtor shall fail to provide or maintain
the insurance coverages required by Paragraph 3.2 herein and such
failure shall remain unremedied for five (5) days after notice to
Debtor of the occurrence of such failure;

(5) Reserved.

(6) Default by Debtor under any Key Tenant
Lease or the COREA, if such default would have a material and
adverse effect upon Debtor, the Property, the interest of Debtor
or Secured Party therein, or the lien or security interest created
by this Instrument (the termination of the COREA will be deemed
to have such a material adverse effect); provided, however, that
with respect to a default by Debtor thereunder, Secured Party
shall not declare an Event of Default with respect to such
default if and for so long as Debtor commences and is diligently
pursuing the cure of such default and the applicable grace or cure
period under such document shall not have expired;

(7) Any representation or warranty made by
Debtor in, under or pursuant to the Loan Documents was false or
misleading in any material respect as of the date(s) on which such
representation or warranty was made or deemed remade;

(8) Debtor shall violate Paragraph 4.2 of this
Instrument and/or, except as expressly permitted by this
Instrument, any claim or lien shall be filed against the Property
or any part thereof, whether or not such claim or lien shall be
prior to this Instrument, which shall be maintained for a period
of ninety (90) days without discharge, satisfaction or adequate
bonding or other Security in accordance with the terms of this
Instrument;

(9) Default by Debtor, after the expiration of
all applicable grace or cure periods, under the Hazardous
Substances Remediation and Indemnification Agreement or any other
Loan Document; or

(10) Any of the Loan Documents, at any
time after their respective execution and delivery and for any
reason, other than an act or omission of Secured Party, shall
cease to be in full force and. effect or be declared null and
void, or, as the case may be, shall cease to be valid and
subsisting liens and/or valid and perfected security interests in
and to the Property;

THEN and in any such event Secured Party may, if such
default shall not have been previously cured by Debtor, by written
notice delivered to Debtor, declare Debtor to be in default. Upon
the occurrence of such event, the same shall constitute an event of
default (an "Event of Default").

B. Additionally, it shall constitute an Event of
Default hereunder without the requirement of any notice if one or
more of the following events shall have occurred and be continuing:

(1) Any Other Loan Party generally fails to
pay its debts as they become due or admits in writing its
inability to pay its debts, or makes a general assignment for the
benefit of creditors;

(2) Any Other Loan Party commences any case,
proceeding or other action seeking reorganization, arrangement,
adjustment, liquidation, dissolution or composition of it or its
debts under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors, or seeks to have an order for
relief entered against it as debtor, or seeks appointment of a
receiver, trustee, custodian or other similar official for it or
for all of any substantial part of its property (collectively, a
"Proceeding");

(3) Any Other Loan Party takes any action to
authorize any of the actions set forth above in clause (2);

(4) Any Proceeding is commenced against any
Other Loan Party and such Proceeding remains undismissed for an
aggregate of ninety (90) days (whether or not consecutive); or

(5) A receiver, trustee or liquidator shall
have been appointed with respect to (i) any Other Loan Party; or
(ii) all or any substantial part of the property of any Other Loan
Party.

C. Upon the occurrence of any Event of Default,
Secured Party may at any time declare all of the Indebtedness to be
due and payable and the same shall thereupon become immediately due
and payable, together with any prepayment fee due in accordance with
the terms of the Note, without any further presentment, demand,
protest or notice of any kind. Secured Party may, in its sole
discretion, also do any of the following:

(1) in person, by agent, or by a Receiver, and
Without regard to the adequacy of security, the solvency of Debtor
or the condition of the Property, enter upon and take possession
of the Property, or any part thereof, in its own name and do any
acts which Secured Party deems necessary to preserve the value,
marketability or rentability of the Property; sue for or otherwise
collect the rents, issues and profits therefrom, including those
past due and unpaid, and apply the same, less costs and expenses
of operation and collection, including reasonable attorneys' fees,
against the Indebtedness, all in such order as Secured Party may
determine. The entering upon and taking possession of said
property, the collection of such rents, issues and profits and the
application thereof as aforesaid shall not cure or waive any
default or notice of default hereunder or invalidate any act done
pursuant to such notice;

(2) commence an action to foreclose this
Instrument in the manner provided under this Instrument or by
law; or

(3) with respect to any Personalty, proceed as
to both the real and personal property in accordance with Secured
Party's rights and remedies in respect of the Land, or proceed to
sell said Personalty separately and without regard to the Land in
accordance with Secured Party's rights and remedies as to personal
property.

D. On or after the occurrence of an Event of
Default, Secured Party may (in its sole and absolute discretion),
but in no event shall Secured Party be obligated to, expressly
waive in writing such Event of Default (a "Default Waiver"). In the
event Secured Party executes such a Default Waiver, Debtor's
rights, duties, and obligations under the Loan Documents shall
thereafter be exercised and/or performed as if no Event of Default
shall have occurred; provided, however that such Default Waiver
shall not (i) affect any of the rights or remedies exercised by
Secured Party hereunder, at law or in equity on or after the
occurrence of such Event of Default but prior to the effective date
of such Default Waiver (including, without limitation, collection
and receipt of interest on the Indebtedness at the Secondary
Interest Rate accruing prior to such Default Waiver); (ii)
thereafter affect any rights or remedies of Secured Party contained
in the Loan Documents, at law or in equity; and (iii) constitute a
waiver with respect to any subsequent Event of Default. The
provisions of Paragraph 9.34 herein shall not apply to the terms
and provisions of this Paragraph 6.1.D.

6.2 Power of Sale.

A. To the extent permitted by applicable law,
should Secured Party elect to foreclose by exercise of the power of
sale herein contained, notice of default having been given as then
required by law, and after lapse of such time as may then be
required by law, after complying with all conditions precedent to
a sale pursuant to the power of sale, Secured Party shall sell the
Property at the time and place of sale fixed by it in its notice of
sale, either as a whole or in separate parcels as Secured Party
shall determine, and in such order as Secured Party may determine,
at public auction to the highest bidder. Secured Party may, in its
sole discretion, designate the order in which the Property shall be
offered for sale or sold through a single sale or through two or
more successive sales, or in any other manner Secured Party deems
to be in its best interest. If Secured Party elects more than one
sale or other disposition of the Property, Secured Party may at its
option cause the same to be conducted simultaneously or
successively, on the same day or at such different days or times
and in such order as Secured Party may deem to be in its best
interests, and no such sale shall terminate or otherwise affect the
lien of this Instrument on any part of the Property not then sold
until all Indebtedness secured hereby has been fully paid. If
Secured Party elects to dispose of the Property through more than
one sale, Debtor shall pay the costs and expenses of each such sale
of its interest in the Property and of any proceedings where the
same may be made. Secured Party may postpone the sale of all or any
part of the Property by public announcement at such time and place
of sale, and from time to time thereafter may postpone such sale by
public announcement at the time fixed by the preceding
postponement, and without further notice make such sale at the time
fixed by the last postponement; or Secured Party may, in its
discretion, give a new notice of sale. Secured Party may rescind
any such notice of default at any time before a sale by executing
a notice of rescission and recording the same. Such notice shall
constitute a cancellation of any prior declaration of default and
demand for sale and of any acceleration of maturity of Indebtedness
affected by any prior declaration or notice of default. The
exercise by Secured Party of the right of rescission shall not
constitute a waiver of any default then existing or subsequently
occurring, or impair the right of Secured Party to execute other
declarations of default and demand for sale, or notices of default
and of election to cause the Property to be sold, nor otherwise
affect the Note or this Instrument, or any of the rights,
obligations or remedies of Secured Party hereunder. After such
sale, Secured Party shall deliver to such purchaser its deed
conveying the property so sold, but without any covenant or
warranty, express or implied. The recitals in such deed of any
matters or facts shall be conclusive proof of the truthfulness
thereof. Any Person, including Debtor or Secured Party, may
purchase at such sale. If allowed by law, Secured Party, if it is
the purchaser, may turn in the Note at the amount owing thereon
toward payment of the purchase price (or for endorsement of the
purchase price as a payment on the Note if the amount owing thereon
exceeds the purchase price). Debtor hereby expressly waives any
right of redemption after sale that Debtor may have at the time of
sale or that may apply to the sale.

B. Secured Party, upon such sale, shall make
(without any covenant or warranty, express or implied), execute and
after due payment made, deliver to the purchaser, its heirs or
assigns, a deed or other record of interest, as the case may be, in
and to the Property so sold that shall convey to the purchaser all
the title and interest of Debtor in the Property (or part thereof
sold), and shall apply the proceeds of such sale in payment, first,
of the expenses of such sale, including reasonable attorneys' fees,
that shall become due upon any default made by Debtor, and also
such sums, if any, as Secured Party shall have paid for procuring
a search of the title to the Property, or any part thereof,
subsequent to the execution of this Instrument; and in payment,
second, of the Obligations then remaining unpaid, and the amount of
all other monies with interest thereon agreed or provided to be
paid by Debtor; and the balance or surplus of such proceeds of sale
Secured Party shall pay to Debtor, its successors or assigns as
their interest may appear.

6.3 Proof of Default. In the event of a sale of the
Property, or any part thereof, and the execution of a deed
therefore, the recital therein of default, and of recording notice
of default and election of sale, and of compliance with all
conditions precedent to sale pursuant to the power of sale, shall
be conclusive proof of compliance with such conditions precedent,
and that the sale was regularly and validly made on due and proper
demand by Secured Party, its successors or assigns. Any such deed
or deeds with such recitals therein shall be effective and
conclusive against Debtor, its successors and assigns, and all
other Persons. The receipt for the purchase money recited or
contained in any deed executed to the purchaser as aforesaid shall
be sufficient discharge to such purchaser from all obligations to
see to the proper application of the purchase money.

6.4 Protection of Security. If an Event of Default shall
have occurred and be continuing, then Secured Party, but without
obligation so to do and without notice to or demand upon Debtor and
without releasing Debtor from any obligations or defaults
hereunder, may: perform any act in such manner and to such extent
as either may deem necessary to protect the security hereof,
Secured Party being authorized to enter upon the Property for such
purpose; appear in and defend any action or proceeding purporting
to affect, in any manner whatsoever, the Obligations or the
Indebtedness, the security hereof or the rights or powers of
Secured Party; pay, purchase or compromise any encumbrance, charge
or lien that in the judgment of Secured Party is prior or superior
hereto; and in exercising any such powers, pay necessary expenses,
employ counsel and pay reasonable attorneys' fees. Debtor agrees
that all sums expended by Secured Party pursuant to this paragraph,
together with interest at the Secondary Interest Rate from the date
of expenditure by Secured Party, shall be added to the principal
amount of the Indebtedness secured by the Loan Documents and this
Instrument and shall be payable by Debtor to Secured Party upon
demand.

6.5 Receiver. If an Event of Default shall have occurred
and be continuing, Secured Party, as a matter of strict right and
without notice to Debtor or anyone claiming under Debtor, and
without regard to the then value of the Property, shall have the
right to apply ex parte to any court having jurisdiction to appoint
a Receiver to enter upon and take possession of the Property, and
Debtor hereby waives notice of any application therefor, provided
a hearing to confirm such appointment with notice to Debtor is set
within the time required by law. Any such Receiver shall have all
the powers and duties of Receivers in like or similar cases and all
the powers and duties of Secured Party in case of entry as provided
in this Instrument, and shall continue as such and exercise all
such powers until the date of confirmation of sale, unless such
Receivership is sooner terminated.

6.6 Remedies Cumulative. All remedies of Secured Party
provided for herein are cumulative and shall be in addition to any
and all other rights and remedies provided in the other Loan
Documents or by law, including any right of offset. The exercise of
any right or remedy by Secured Party hereunder shall not in any way
constitute a cure or waiver of default hereunder or under the Loan
Documents, or invalidate any act done pursuant to any notice of
default, or prejudice Secured Party in the exercise of any of its
rights hereunder or under the Loan Documents.

6.7 Curing of Defaults. If Debtor shall at any time fail
to perform or comply with any of the terms, covenants and
conditions required on Debtor's part to be performed and complied
with under this Instrument, any of the other Loan Documents or any
other agreement that, under the terms of this Instrument, Debtor is
required to perform, then Secured Party, upon five (5) business
days' prior written notice (or with subsequent notice if immediate
action on the part of Secured Party or its agent is required to
protect the Property or the Secured Party's security for the Loan),
and without waiving or releasing Debtor from any of the
Obligations, may, in its sole discretion:

(i)make any payments hereunder or thereunder
payable by Debtor and take out, pay for and maintain any of the
insurance policies provided for herein or therein; and/or

(ii) after the expiration of any applicable grace
period and subject to Debtor's rights to contest certain
obligations specifically granted hereby, perform any such other
acts thereunder on the part of Debtor to be performed and enter
upon the Property for such purpose.

All sums so paid out of Secured Party's own funds and all
reasonable costs and expenses incurred and paid by Secured Party in
connection with the performance of any such act, together with
interest on unpaid balances thereof at the Secondary Interest Rate
from the respective dates of Secured Party's making of each such
payment, shall be added to the principal of the Indebtedness, shall
be secured by the Loan Documents and by the lien of this
Instrument, prior to any right, title or interest in or claim upon
the Property attaching or accruing subsequent to the lien of this
Instrument, and shall be payable by Debtor to Secured Party on
demand.

ARTICLE 7 Security Agreement and Fixture Filing

7.1 Grant of Security Interest. Debtor grants to Secured
Party a security interest in all right, title and interest of
Debtor, in and to all Fixtures and Personalty exclusive of Tenant
Fixtures and Improvements now owned or hereafter acquired or leased
by or on behalf of Debtor (collectively, the "Collateral"). As used
herein, the term "Personalty" shall mean all property (other than
Fixtures and Excluded Equipment and Vehicles) now owned or
hereafter acquired or leased by or on behalf of Debtor and now or
hereafter installed in, affixed to, placed upon, located in, upon
or about, or necessary for or connected with or used in connection
with, the Property or the Improvements or any use or proposed use
thereof, including, without limitation, all furniture, furnishings,
fixtures, vehicles and equipment necessary for the full operation
of the Real Estate Security as a first class enclosed regional
shopping center and related operations and (i) any licenses,
governmental authorizations or permits now or hereafter obtained by
or for the benefit of Debtor pertaining to the Property or the
operation thereof, to the extent they are legally assignable and/or
may be encumbered, and the Trademarks; (ii) all machinery,
equipment, appliances and fixtures for any function, including,
without limitation, for generating or distributing air, water,
heat, electricity, light, fuel or refrigeration, or for ventilating
or sanitary purposes or for the exclusion of vermin or insects, or
for the removal of dust, refuse or garbage; (iii) all wall safes,
vaults, built-in furniture and installations, shelving, lockers,
partitions and doors; (iv) all elevators and related equipment,
including, without limitation, motors; (v) all window coverings and
associated hardware, and awnings; (vi) all floor coverings; (vii)
all plumbing equipment and fixtures, including, without limitation,
sinks, basins, pipes, faucets, water closets, heating units,
disposals, water heaters and incinerators; (viii) all fire hoses
and brackets and boxes for the same, and all fire sprinklers; (ix)
all kitchen equipment and fixtures; (x) all furniture, fixtures and
furnishings, including, without limitation, all light fixtures;
(xi) all telephone, sound, security and communications systems;
(xii) all building materials, supplies and equipment now or
hereafter delivered to the Property; (xiii) all works of art,
including, without limitation, all paintings, wall hangings,
fountains and sculptures; (xiv) all office equipment, including,
without limitation, all computers, computer systems, hardware and
software, access codes, access keys, computer programs and file
names; (xv) all inventories and supplies; (xvi) all security and
cleaning deposits collected from any Tenants or lessees of any part
of the Property and all deposits collected from purchasers pursuant
to contracts for sale of the Property or any portion of the
Property subject to the rights of third parties to have the same
applied pursuant to the terms of the operative agreement or by law;
(xvii) all refunds of deposits paid to secure utility service and
all rent payable to Debtor in connection with the use of any of the
Personalty; (xviii) subject to the provisions of this Instrument:
(a) any fire and/or builder's risk insurance policy, or any policy
insuring the Property against any other perils, together with all
proceeds therefrom and prepaid premiums thereon (including,
limitation, any interest the Debtor may have in any insurance
proceeds paid with respect to any insurance policies procured by
lessees of the Property or any portion thereof), (b) all causes of
action and recoveries now or hereafter existing for any loss or
diminution in value of the Property, (c) all awards made in eminent
domain proceedings, or purchase in lieu thereof, made with respect
to the Property, and (d) any compensation, award or payment or
relief given by any governmental agency or other source because of
damage to the Property resulting from earthquake, flood, windstorm
or any emergency or any other event or circumstance, the specific
enumerations herein not excluding the general; (xix) all contract
rights of the undersigned in the COREA, construction contracts,
bonds or agreements for purchase and sale of the Property; (xx) the
Debtor's interest in the Impound Account; (xxi) all property in
which Debtor now has or hereafter acquires any interest which now
or hereafter is in the possession of Secured Party or which has
been or is deposited or left with Secured Party by or for the
account of the Debtor, including, without limitation, negotiable
documents, chattel paper, instruments, sums delivered by the Debtor
to the Secured Party and retained as security for the payment and
performance of the Obligations, money, deposit accounts and goods
of every description; (xxii) all inventory, accounts, including
without limitation, deposit accounts, contract rights, instruments,
general intangibles, notes, drafts, acceptances and other
obligations of any kind now or hereafter existing arising out of or
in connection with the operation or development of the Property,
and all security agreements, leases, and other contracts securing
or otherwise relating to any such accounts; (xxiii) all motor
vehicles, trailers, carts, flatbeds and other transportation
equipment; (xxiv) all other goods or other personal property of any
type or nature whatsoever, and wherever located, related in any way
to or used or useful in any manner in connection with the
operation, use, occupancy or management of the Property; (xxv) all
plans and specifications for the Improvements; and (xxvi) all
present and future attachments, accessions, replacements,
substitutions and additions to or for any of the foregoing, and the
cash and noncash proceeds thereof, but excluding any and all trade
fixtures, tenant improvements, contractor's tools and equipment and
personal property located on the Property and owned by Tenants,
independent contractors, or others, but not owned by or on behalf
of Debtor, provided that such trade fixtures and/or such tenant
improvements are removed from the Property within thirty (30) days
from the expiration of the lease with any tenant owning such trade
fixtures and/or such tenant improvements unless such lease provides
for a longer period of time.

7.2 Representations, Warranties and Covenants.

A. Secured Party shall have no duty of care with
respect to the Collateral except that it shall exercise reasonable
care with respect to Collateral in its custody and shall be deemed
to have exercised reasonable care if such Collateral is accorded
treatment substantially equal to that accorded its own property, or
if it takes such action as Debtor may reasonably request in
writing. No failure to comply with any such request nor any
omission to do any such act requested by Debtor shall, in and of
itself, be deemed a failure to exercise reasonable care, nor shall
Secured Party's failure to take steps to preserve rights against
any parties or property be deemed a failure to have exercised
reasonable care with respect to Collateral in its custody.

B. In addition to the rights and security
interests elsewhere herein set forth, Secured Party may, at its
option, at any time an Event of Default shall have occurred and be
continuing (no right to reinstate the Loan or to cure any Event of
Default is implied), and with or without notice to Debtor,
appropriate and apply to the payment or reduction, either in whole
or in part, of the amount owing on the Note, whether or not then
due, any or all monies now or hereafter in Secured Party's
possession on deposit or otherwise, to the credit of or belonging
to Debtor, it being understood and agreed that Secured Party shall
not be obligated to assert or enforce any rights or security
interest hereunder to take any action in reference thereto, and
that it may in its discretion at any time relinquish its rights as
to particular Collateral hereunder without thereby affecting or
invalidating its rights hereunder as to all or any other
Collateral.

C. Debtor further agrees and covenants that: if
Secured Party so demands in writing at any time after an Event of
Default and be continuing (no right to reinstate the Loan or to
cure any Event of Default is implied), all chattel paper,
instruments, and documents constituting Collateral shall be
delivered to Secured Party at the time and place and in the manner
specified in the demand; subject to Paragraph 3.7 herein, if
Secured Party so requests, Debtor shall execute and deliver to
Secured Party any notice, statement, instrument, document,
agreement, or other papers, and/or shall perform any act requested
by Secured Party that may be necessary or advisable to create,
perfect, preserve, validate or otherwise protect any security
interest granted pursuant hereto or to enable Secured Party to
exercise and enforce its rights hereunder or with respect to any
such security interest; during the period any Indebtedness is
outstanding, Debtor will not, without obtaining Secured Party's
prior written approval, create, incur, assume, or permit to exist
any security agreement subject to the Florida Uniform Commercial
Code or any similar law of any jurisdiction, or any other lien or
encumbrance on the Collateral except as provided herein or in any
other of the Loan Documents; and Debtor will not sign or file or
authorize the signing or filing of any financing statement(s) with
respect to the Collateral or any part thereof, except as herein
provided or as provided under any of the Loan Documents. Debtor
further agrees to provide Secured Party with such information as
Secured Party may from time to time request with respect to the
location of any of its' places of business. In addition, Debtor
shall notify Secured Party promptly in writing of any change(s) in
the location of any office where records concerning any of the
accounts that constitute part of the Collateral are located, or in
the location of Debtor's principal place of business, and/or of any
change(s) in the locations of any of the Collateral.

D. Any and all of Secured Party's rights with
respect to the security interest hereunder shall continue
unimpaired, and Debtor shall be and remain obligated in accordance
with the terms hereof, notwithstanding the release or substitution
of any Collateral at any time(s), or of any rights or interest
herein, or any delay, extension of time, renewal, compromise or
other indulgence granted by Secured Party with respect to the
Indebtedness, or any promissory note, draft, bill of exchange or
other instrument given in connection therewith, Debtor hereby
waiving all notice of any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby
consenting to be bound thereby as fully and effectively as if
Debtor had expressly agreed thereto in advance.

E. No delay on Secured Party's part in exercising
any power of sale, option or other right or remedy hereunder, and
no notice or demand which may be given to or made upon Debtor shall
constitute a waiver thereof, or limit or impair Secured Party's
right to take any action or to exercise any other power of sale,
option or any other right or remedy hereunder, without notice or
demand, or prejudice Secured Party's rights or remedies as against
Debtor in any respect.

F. Upon or after an Event of Default that is
continuing (no right to reinstate the Loan or to cure any Event of
Default is implied) and not before, Secured Party is authorized at
its option, and without any obligation to do so, to, among its
other remedies under this Security Instrument or at law or in
equity, (x) transfer or register in the name of its nominee(s) all
or any part of any securities that constitute a part of the
Collateral, and to do so before or after the maturity of any of the
Indebtedness, and with or without notice to Debtor, (y) proceed
against and realize upon all proceeds of Trademarks and (z)
exercise all rights with respect to Trademarks set forth in the
paragraph defining "Trademarks" in Article 1 herein.

G. Secured Party may assign or otherwise transfer
its rights hereunder or any instrument(s) evidencing all or any of
the Indebtedness and any agreement relating thereto (provided,
however, that Secured Party, upon the written request of Debtor
made not more frequently than once during any calendar year, shall
disclose to Debtor the identity of all participants in the Loan and
all assignees of the Loan), and may deliver all or any of the
Collateral to the transferee(s), who shall thereupon become vested
with all the powers and rights in respect thereto given to Secured
Party herein or in the instrument(s) transferred, and Secured Party
shall thereafter be forever relieved and fully discharged from any
liability or responsibility with respect thereto arising
thereafter, all without prejudice to the retention by Secured Party
of all rights and powers hereby given with respect to any and all
instruments, rights or property not so assigned or transferred.

H. Reserved.

I. Reserved.

J. Debtor represents, covenants and warrants to
Secured Party as follows: all the books, records, and documents of
Debtor relating to the Collateral are and will be accurate in all
material respects, and are in all respects what they purport to be;
except as otherwise permitted herein, Debtor has, or, as to
Collateral hereafter acquired, will have upon such acquisition,
good and marketable title to the Collateral excepting only such
encumbrances as are otherwise permitted under the Loan Documents,
and Debtor has not previously transferred or assigned, and will not
while any of the previously transferred or assigned, and will not
while any of the Indebtedness secured hereby is unsatisfied,
transfer or assign the Collateral, except in the ordinary course of
its business or as otherwise expressly permitted under the Loan
Documents; and except as provided herein or in any of the other
Loan Documents, the Collateral is now, or, as to Collateral
hereafter acquired, will be upon such acquisition, free and clear
of any adverse claim or encumbrance, except as disclosed to Secured
Party in writing prior to the date hereof or, as to Collateral
hereafter acquired, within thirty (30) days after the acquisition
thereof.

K. Debtor shall keep the Collateral free from any
and all liens, encumbrances and security interests except for the
Permitted Exceptions and shall pay and discharge before the same
become delinquent all taxes, levies and other charges upon Debtor
and upon the Collateral and shall defend the Collateral against all
claims of any persons other than Secured Party; provided, however,
that Debtor may, at its expense, contest the amount or validity or
application of any such taxes, levies or other charges by
appropriate legal proceedings promptly initiated and conducted in
good faith and with due diligence, provided further that such
contest does not create a Risk of Forfeiture and Debtor has
provided Secured Party Security with respect thereto.

L. Except as otherwise expressly permitted
hereunder or in the other Loan Documents, none of the Collateral is
leased or will be leased unless Secured Party has or shall have
approved, in writing, any such leasing and the lease agreements
pertaining thereto and, in the event of such a written approval by
Secured Party, the relevant lease agreements are conditionally
assigned to Secured Party to secure the Obligations.

M. Debtor covenants that the Collateral shall
include all Fixtures and Personal Property (other than Excluded
Equipment and Vehicles) necessary for the full operation of the
Property as a first class enclosed regional mall shopping center.

N. Notwithstanding any provisions hereof to the
contrary, Secured Party shall not have any interest in or any lien
upon, nor shall the provisions of Paragraph 7.1 or 7.2 herein apply
to the Excluded Equipment and Vehicles or Tenant Fixtures and
Improvements.

7.3 Remedies. This Instrument constitutes a security
agreement with respect to the Collateral in which Secured Party is
granted a security interest. In addition to the rights and remedies
provided under this Instrument, Secured Party shall have all of the
rights and remedies of a secured party under the Florida Uniform
Commercial Code as well as all other rights and remedies available
at law or in equity. Debtor hereby agrees to execute and deliver on
demand and irrevocably constitutes and appoints Secured Party the
attorney-in-fact of Debtor to, at Debtor's expense, execute,
deliver and, if appropriate, to file with the appropriate filing
officer or office such security agreements, financing statements,
continuation statements or other instruments as Secured Party may
request or require in order to impose, perfect or continue the
perfection of the lien or security interest created hereby. Upon
the occurrence of any Event of Default, Secured Party shall have
the right to cause any of the Collateral which is personal property
to be sold at any one or more public or private sales as permitted
by applicable law and to apply the proceeds thereof to the
Indebtedness or any other monetary obligation of Debtor to Secured
Party, and the right to apply to the Indebtedness or any other
monetary obligation of Debtor to Secured Party, any Collateral
which is cash, negotiable documents or chattel paper. Any such
disposition may be conducted by an employee or agent of Secured
Party. Any Person, including both Debtor and Secured Party, shall
be eligible to purchase any part or all of such Personalty at any
such disposition.

7.4 Expenses. After the occurrence of an Event of
Default that is continuing (no right to reinstate the Loan or to
cure an Event of Default is implied) the following shall apply:
Expenses of retaking, holding, preparing for sale, selling and the
like shall be borne by the Debtor and shall include Secured Party's
reasonable attorneys' fees and legal expenses. Debtor, upon demand
of Secured Party, shall assemble such Collateral and make it
available to Secured Party at the Property, which is deemed to be
reasonably convenient to Secured Party and Debtor. Secured Party
shall give Debtor at least ten (10) days' prior written notice of
the time and place of any public sale or other disposition of such
Collateral or of the time of or after which any private sale or any
other intended disposition is to be made, and if such notice is
sent to Debtor in the manner provided for the mailing of notices
herein, it is hereby deemed such notice shall be and is reasonable
notice to Debtor.

7.5 Fixture Filing. This Instrument constitutes a
financing statement filed as a fixture filing in the official
Records of the Clerk of the Circuit Court of the county in which
the Property is located with respect to any and all Fixtures
included within the term "Property" as used herein and with
respect to any goods, Personalty or other personal property that
may now be or hereafter become such Fixtures.

7.6 Fixtures. To protect Secured Party against the
effect of Florida Commercial Code Section 679.313, as amended from
time to time, if any Fixture owned by Debtor on the Property, or
any part thereof, is replaced or added to, or any new Fixture owned
by Debtor is installed or substituted by Debtor, and in each case
such Fixture has a cost or fair market value in excess of One
Hundred Thousand Dollars ($100,000), and such Fixture is subject to
a security interest held by a seller or any other party, then:

A. Debtor or any owner of all or any part of the
Property shall, before the replacement, addition, installation or
substitution of any such Fixture, obtain the prior written approval
of Secured Party, and give Secured Party written notice that a
security agreement with respect to such Fixture has been or will be
consummated, which notice shall contain the following information:

(1) a description of the Fixtures to be
replaced, added to, installed or substituted;

(2) a recital of the location at which the
Fixtures will be replaced, added to, installed or substituted;

(3) a statement of the name and address of the
holder and amount of the security interest; and

(4) the date of the purchase of such Fixtures.

The failure of Debtor or such owner to give such notice
and obtain the aforesaid approval shall be a material breach of
Debtor's covenants under this Instrument, and shall, at the option
of Secured Party, constitute a default hereunder, entitling Secured
Party to all rights and remedies provided for herein on default of
any of the terms, covenants, agreements and provisions of this
Instrument and/or the Note. Neither this Paragraph 7.6.A nor any
consent by Secured Party pursuant to this Paragraph 7.6.A shall
constitute an agreement to subordinate any right of Secured Party
in Fixtures or other property covered by this Instrument;

B. Secured Party may, at its option, at any time,
pay the balance due under said security agreement and the amount so
paid shall be:

(1) secured by this Instrument and shall be a
lien on the Property enjoying the same priorities vis-a-vis the
estates and interests encumbered hereby as this Instrument;

(2) added to the amount of the Note or other
obligation secured hereby; and

(3) payable on demand with interest at the
rate specified in the Note from the time of such payment as
aforesaid.

If Debtor shall be in default thereof for ten (10) days
after written demand, the entire principal sum secured hereby with
all unpaid interest accrued thereon shall, at the option of Secured
Party, become due and payable immediately, anything contained in
this Instrument or the Note to the contrary notwithstanding; or
Secured Party shall have the privilege of acquiring by assignment
from the holder of said security interest any and all contract
rights, accounts receivable, chattel paper, negotiable or
non-negotiable instruments, or other evidence of Debtor's
Indebtedness for such Fixtures, and, upon acquiring such interest
aforesaid by assignment, shall have the right to enforce the
security interest as assignee thereof, in accordance with the terms
and provisions of the Florida Uniform Commercial Code, as amended
or supplemented, and in accordance with the law;

C. Whether or not Secured Party has paid or taken an
assignment of such security interest, if at any time Debtor shall
be in default under the security agreement covering the Fixtures,
such default shall be a material breach of Debtor's covenants under
this Instrument, and shall at the option of Secured Party
constitute a default under this Instrument; and

D. Notwithstanding the foregoing, the provisions
of Paragraphs 7.6.B and 7.6.C herein shall not apply if the goods
which may become Fixtures are of at least equivalent value and
quality as any property being replaced and if the rights of the
party holding such security interest have been expressly
subordinated, at no cost to Secured Party, to the lien of this
Instrument in a manner satisfactory to Secured Party, including, at
the option of Secured Party, providing to Secured Party a
satisfactory opinion of counsel to the effect that this Instrument
constitutes a valid and subsisting first lien on such Fixtures
which is not subordinate to the lien of such security interest
under any applicable law, including the provisions of Section
679.313 of the Florida Uniform Commercial Code.

7.7 Waivers. Debtor waives any right to require
Secured Party to proceed against any Person, proceed against or
exhaust any Collateral, or pursue any other remedy in its power;
and any defense arising by reason of any disability or other
defense of Debtor or any other Person, or by reason of the
cessation from any cause whatsoever of the liability of Debtor or
any other Person. Until the Indebtedness shall have been paid in
full, Debtor shall not have any right to subrogation, and Debtor
waives any right to require Secured Party to enforce any remedy
which Secured Party now has or may hereafter have against Debtor or
against any other Person and waives any benefit of and any right to
participate in any Collateral or security whatsoever now or
hereafter held by Secured Party.

ARTICLE 8 Assignment of Rents

8.1 Assignment of Rents. Debtor absolutely and
unconditionally assigns and transfers the Rents to Secured Party,
whether now due, past due or to become due, and gives to and
confers upon Secured Party the right, power and authority to
collect such Rents, and apply the same to the Expenses and the
Indebtedness. Debtor irrevocably appoints Secured Party its agent
to, at any time, demand, receive and enforce payment, to give
receipts, releases and satisfactions, and to sue, either in the
name of Debtor or in the name of Secured Party, for all such Rents,
but Secured Party shall not exercise such rights, power and
authority unless there is an Event of Default which is continuing
(no right to reinstate or cure an Event of Default is implied).
Neither the foregoing assignment of Rents to Secured Party or the
exercise by Secured Party of any of its rights or remedies under
this Instrument shall be deemed to make Secured Party a
"mortgagee-in-possession" or otherwise responsible or liable in
any manner with respect to the Property or the use, occupancy,
enjoyment or operation of all or any part thereof, unless and until
Secured Party, in person or by its own agent, assumes actual
possession thereof, nor shall appointment of a Receiver for the
Property by any court at the request of Secured Party or by
agreement with Debtor or the entering into possession of the
Property or any part thereof by such Receiver be deemed to make
Secured Party a "mortgagee-in-possession" or otherwise responsible
or liable in any manner with respect to the Property or the use,
occupancy, enjoyment or operation of all or any part thereof.

8.2 Collection of Rents. Notwithstanding anything to the
contrary contained herein or in the Note, so long as no Event of
Default shall have occurred, Debtor shall have a license, revocable
upon the occurrence of an Event of Default (without implying the
right to reinstate or to cure an Event of Default, upon the cure of
any Event of Default agreed to in writing by Secured Party or
required by law, this license shall be reinstated), to collect all
Rents, and to first apply the same to the Expenses and the
Indebtedness as and when due and thereafter to retain, use and
enjoy the same and to otherwise exercise all rights with respect
thereto, subject to the terms hereof. Upon the occurrence of an
Event of Default, Secured Party shall have the right, on written
notice to Debtor, to terminate and revoke the license hereinafter
granted to Debtor and shall have the complete right and authority
then or thereafter to exercise and enforce any and all of its
rights and remedies provided herein or by law or at equity.

ARTICLE 9 Miscellaneous

9.1 Use of the term "Debtor". The term "Debtor", when
used herein, refers to West Dade County Associates, its successors
and assigns and to any Subsequent Owner. The liability of any
Subsequent Owner shall be joint and several for all the
representations, warranties and covenants with respect to the
Property made by the Debtor in this Instrument, subject, in each
case, to the limitations and liability contained in Paragraph 9.33
herein.

9.2 Change of Law. In the event of the passage, after
the date of this Instrument, of any law deducting from the value of
the Property, for the purposes of real property taxation, any lien
thereon, or changing in any way the laws now in force for the
taxation of mortgages, deeds of trust, or debts secured by mortgage
or deed of trust (other than laws imposing taxes on income), or the
manner of the collection of any such taxes so as to materially and
adversely affect the rights of Secured Party as holder of the Note
and/or Secured Party under this Instrument, the Indebtedness
(excluding any applicable prepayment charges) shall become due and
payable at the option of Secured Party without payment of any
prepayment penalty exercised by thirty (30) days' notice to Debtor
unless Debtor, within such thirty (30) day period shall, if
permitted by law, assume the payment of any tax or other charge so
imposed upon Secured Party for the period remaining until full
payment by Debtor of the Indebtedness.

9.3 No Waiver. No waiver by Secured Party of any default
or Breach by Debtor hereunder shall be implied from any omission by
Secured Party to take action on account of such default if such
default persists or is repeated, and no express wavier shall affect
any default other than the default expressly referenced in the
waiver and such waiver shall be operative only for the time and to
the extent therein stated. Waivers of any covenant, term or
condition contained herein shall not be construed as a waiver of
any subsequent breach of the same covenant, term or condition. The
consent or approval by Secured Party to or of any act by Debtor
requiring further consent or approval shall not be deemed to waive
or render unnecessary the consent or approval to or of any
subsequent similar act.

9.4 Abandonment. Subject to such chattel mortgages,
security agreements or other liens on title as may exist thereon
with the consent of Secured Party, or any provided for herein, any
and all Personalty that upon foreclosure of the Property is owned
by Debtor and is used in connection with the operation of the
Property shall be deemed at the option of Secured Party to have
become on such date a part of the Property and abandoned to Secured
Party in its then condition.

9.5 Notices. All notices, demands, requests, consents,
statements, satisfactions, waivers, designations, refusals,
confirmation or denials that may be required or otherwise provided
for or contemplated under the terms of this Instrument shall be in
writing, and shall be deemed to have been properly given upon
delivery, if delivered in person, one business day after having
been deposited for overnight delivery with Federal Express or
another comparable overnight courier service, or three business
days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent
by registered or certified mail, postage prepaid, addressed as
follows:

To Debtor: West Dade County Associates
1455 Northwest 107th Avenue, Room 596
Miami, Florida 33172

With copy to: Urban Shopping Centers, L.P.
900 North Michigan Avenue
Chicago, Illinois 60611-1575

Attn: Chief Financial Officer

JMB Realty Corporation
900 North Michigan Avenue
Chicago, Illinois 60611-1575
Attn: Mr. Robert Chapman

The Edward J. DeBartolo Corporation
P.0. Box 3287
7620 Market Street
Youngstown, Ohio 44513-6085
Attn: Mr. Dean Kissos

The Edward J. DeBartolo Corporation

P.0. Box 3287
7620 Market Street
Youngstown, Ohio 44513-6085
Attn: Leon S. Zionts, Esq.

Pircher, Nichols & Meeks
1999 Avenue of the Stars, Suite 2700
Los Angeles, California 90067
Attention: Real Estate Notices

To Secured Party: The Prudential Insurance Company of America
One Ravinia Drive, Suite 1400
Atlanta, Georgia 30346
Attn: Mortgage Capital
Reference: Loan No. 6 100 405

With copy to: The Prudential Insurance Company of America
One Ravinia Drive, Suite 1400
Atlanta, Georgia 30346
Attn: Law Department
Reference: Loan No. 6 100 405

or addressed to each respective party at such other address as such
party may from time to time designate by written notice to the
other parties (which notice shall be effective only upon receipt).

9.6 Severability. If any term, provision, covenant or
condition hereof or any application thereof should be held by a
court of competent jurisdiction to be invalid, void or
unenforceable, in whole or in part, all terms, provisions,
covenants and conditions hereof and all applications thereof not
held invalid, void or unenforceable shall continue in full force
and effect and shall in no way be affected, impaired or invalidated
thereby.

9.7 Joinder of Foreclosure. Should Secured Party hold
any other or additional security for the payment of the
Indebtedness or performance of the Obligations, its sale or
foreclosure, upon any default in such payment or performance, in
the sole discretion of Secured Party, may be prior to, subsequent
to, or joined or otherwise contemporaneous with any sale or
foreclosure hereunder. In addition to the rights herein
specifically conferred, Secured Party, at any time and from time to
time, may exercise any right or remedy now or hereafter given by
law to mortgagees under mortgages or beneficiaries under deeds of
trust generally, or to the holders of any obligations of the kind
hereby secured.

9.8 Governing Law. The parties expressly agree that this
Instrument (including, without limitation, all questions regarding
permissible rates of interest) shall be governed by and construed
in accordance with the laws of the state in which the Land is
located.

9.9 Subordination. At the option of Secured Party, this
Instrument shall become subject and subordinate in whole or in part
(but not with respect to priority of entitlement to any insurance
proceeds, damages, awards, or compensation resulting from damage to
the Property or condemnation or exercise of power of eminent
domain), to any and all contracts of sale and/or any and all Leases
upon the execution by Secured Party and recording thereof in the
Official Records of the County in which the Land is located of a
unilateral declaration to that effect. Secured Party may require
the issuance of such title insurance endorsements to the Title
Policy in connection with any such subordination as Secured Party,
in its reasonable judgment, shall determine are appropriate, and
Debtor shall be obligated to pay any cost or expense incurred in
connection with the issuance thereof.

9.10 Future Advances. Upon the request of Debtor or its
permitted successors in ownership of the Property, Secured Party
may hereafter, at its option, at any time before full payment of
the Indebtedness, make further advances to Debtor or said
successors, and any such future advances which are made within
twenty (20) years from the date of this Instrument, with interest
and late charges, if applicable, shall be secured by this
Instrument; provided, however, that the total amount of
indebtedness that may be so secured may decrease or increase from
time to time, but the total unpaid balance of such indebtedness so
secured at any one time by this Instrument shall not exceed twice
the face amount of the Note, plus interest thereon, and any
disbursements made by Secured Party for the payment of taxes,
levies on insurance on the Property with interest on such
disbursements at the Secondary Loan Rate; and provided further that
if Secured Party, at its option, shall make a further advance or
advances as aforesaid, Debtor or said successors in ownership agree
to execute and deliver to Secured Party a note to evidence the
same, payable on or before the maturity of the Indebtedness secured
hereby and bearing such other terms as Secured Party shall require,
and satisfactory evidence that after such advance this Instrument
will secure such advance and continue to constitute a valid first
mortgage lien on the Property subject only to the Permitted
Exceptions.

9.11 Right to Accelerate, Waiver of Statute of
Limitations and the Right to Redeem. Debtor acknowledges on behalf
of itself, its successors and assigns that Secured Party has the
right to accelerate the maturity of the Indebtedness as provided by
the terms and provisions of the Note. Debtor waives its rights of
redemption in the event of foreclosure of this Instrument to the
fullest extent permitted by applicable law. The pleading of any
statute of limitations as a defense to any and all obligations
secured by this Instrument is hereby waived, to the fullest extent
allowed by law.

9.12 Entire Agreement. The Loan Documents set forth the
entire understanding between Debtor and Secured Party relative to
the Loan and the same shall not be amended except by a written
instrument duly executed by each of Debtor and Secured Party. Any
and all previous representations, warranties, agreements and
understandings between or among the parties regarding the subject
matter of the Loan or the Loan Documents, whether written or oral,
are superseded by this Instrument and the other Loan Documents.

9.13 References to Foreclosure. References in this
Instrument to "foreclosure" and related phrases shall be deemed
references to the appropriate procedure in connection with Secured
Party's private power of sale as well as any judicial foreclosure
proceeding or a conveyance in lieu of foreclosure. Debtor hereby
waives its rights, if any, to require that the Property be sold as
separate tracts or units in the event of foreclosure.

9.14 Rights of Secured Party. At any time or from time to
time, without liability therefor and without notice, and without
releasing or otherwise affecting the liability of any person for
payment of any Indebtedness, Secured Party at its sole discretion
and only in writing may extend the time for, or release any Person
now or hereafter liable for, payment of any or all such
Indebtedness, or accept or release additional security therefor, or
subordinate the lien or charge hereof, or Secured Party may release
any part of the Property, consent to the making of any map or plat
thereof, join in granting any easement thereon, or join in any such
agreement of extension or subordination.

9.15 Copies. Each Loan Party, as to itself only, will
promptly give to Secured Party copies of all notices of violation
relating to the Property which such Loan Party receives from any
governmental agency or authority, all notices of default that any
Loan Party shall give or receive under any agreement that any Loan
Party, covenants to perform hereunder if such default would have a
material and adverse effect on Debtor, the Property, the interest
of Debtor in the Property, or the lien or security interest created
by this Instrument, and all notices of default relating to the
Property that any Loan Party receives under any other agreement
relating to the borrowing of money by Debtor.

9.16 No Merger. So long as any of the Indebtedness shall
remain unpaid or Debtor shall have any further obligation under the
Loan Documents, unless Secured Party shall otherwise consent in
writing, the fee estate of Debtor in the Property or any part
thereof shall not merge, by operation of law or otherwise, with any
leasehold or other estate in the Property or any part thereof, but
shall always be kept separate and distinct therefrom,
notwithstanding the union of said fee estate and such leasehold or
other estate in Debtor or any other Person.

9.17 Right of Entry. In addition to the rights granted
to Secured Party under Paragraph 3.10 herein, Secured Party, upon
prior written notice to Debtor, may enter at any reasonable time
upon any part of the Property (subject to any limitations on
Debtor's rights of entry under any Leases but with all rights of
Secured Party under Paragraph 3.10 herein subject to the provisions
of said paragraph or under this Security Instrument or any of the
Loan Documents) for the purpose of performing any of the acts
Secured Party is authorized to perform under the terms of this
Instrument. Debtor agrees to cooperate with Secured Party to
facilitate such entry.

9.18 WAIVER OF TRIAL BY JURY. DEBTOR HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM FILED BY DEBTOR OR SECURED
PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR
INDIRECTLY TO THE NOTE, THIS INSTRUMENT, THE LOAN, THE LOAN
DOCUMENTS OR ANY ACTS OR OMISSIONS OF SECURED PARTY IN CONNECTION
THEREWITH.

9.19 Personalty Security Instruments. Debtor covenants
and agrees that if Secured Party at any time holds additional
security for any obligations secured hereby, it may enforce the
terms thereof or otherwise realize upon the same, at its option,
either before or concurrently herewith or after a sale is made
hereunder, and may apply the proceeds upon the Indebtedness secured
hereby without affecting the status or of waiving any right to
exhaust all or any other security, including the security
hereunder, and without waiving any breach or default or any right
or power whether exercised hereunder, and without waiving any
breach or default or any right or power whether exercised hereunder
or contained herein or in any such other security.

9.20 Suits to Protect Property. In the event not caused
by the gross negligence or willful misconduct of Secured Party,
Debtor covenants and agrees to appear in and defend any action or
proceeding purporting to affect the security of the Instrument, or
of any additional or other security for the Obligations, the
interest of Secured Party or the rights, powers and duties of
Secured Party hereunder; and in the event not caused by the gross
negligence or willful misconduct of Secured Party, to pay all
reasonable out-of-pocket costs and expenses, including cost of
evidence of title and reasonable attorneys' fees, in any action or
proceeding in which Secured Party may appear or be made a party,
including foreclosure or other proceeding commenced by those
claiming a right to any part of the Property in any action to
partition or condemn all or part of the Property, whether or not
pursued to final judgment, and in any exercise of the power of sale
contained herein, whether or not the sale is actually consummated.
Debtor agrees that in any such action or proceeding in which
Secured Party is made a party, Secured Party may at its option
defend such action.

9.21 Junior Liens. Debtor represents and warrants that as
of the date hereof there are no encumbrances to secure debt junior
to this Instrument and covenants that there are to be none as of
the date when this Instrument becomes of record.

9.22 Charges for Servicing Requests. Debtor shall pay
Secured Party a reasonable servicing fee and pay all reasonable
out-of-pocket expenses and reimburse Secured Party for any
reasonable out-of-pocket expenditures incurred or expended in
connection with any servicing request, including but not limited to
requests for escrow releases, lease reviews, changes in the
standard lease form, Tenant subordination and nondisturbance
agreements (there shall be one fee for a lease review and Tenant
subordination and nondisturbance agreement with respect to such
lease being reviewed if both are submitted at the same time) or
other similar matters. Notwithstanding the foregoing, as to
servicing requests made prior to December 31, 1994, it is agreed
that a reasonable servicing fee for any required lease approval
shall be $1,500.00, for review of an easement, it shall be $500.00,
for the review of a Tenant subordination and nondisturbance
agreement not submitted with a lease review request as to the lease
involved, it shall be $500.00 and for review of a material change
to the Standard Lease, it shall be $500.00.

9.23 Usury. All agreements in this Instrument and in the
other Loan Documents are expressly limited so that in no
contingency or event whatsoever, whether by reason of advancement
or acceleration of maturity of the Obligations, or otherwise, shall
the amount paid or agreed to be paid hereunder for the use,
forbearance or detention of money exceed the highest lawful rate
permitted under applicable usury laws. If, from any circumstance
whatsoever, fulfillment of any provision of the Loan Documents, at
the time performance of such provision shall be due, shall involve
transcending the limit of validity prescribed by law which a court
of competent jurisdiction may deem applicable hereto, then, ipso
facto, the obligation to be fulfilled shall be reduced to the limit
of such validity and if, from any circumstance whatsoever, Secured
Party shall ever receive as interest an amount which would exceed
the highest lawful rate, the receipt of such excess shall be deemed
a mistake and shall be cancelled automatically or, if theretofore
paid, such excess shall be credited against the principal amount of
the Obligations to which the same may lawfully be credited without
payment of any prepayment penalty, and any portion of such excess
not capable of being so credited shall be rebated to Debtor.

9.24 Publicity. Debtor hereby agrees that Secured Party
may publicize the financing of the Property in trade and similar
publications following reasonable notification of Debtor and
approval thereof by Debtor, such approval not to be unreasonably
withheld or delayed, if such publicity relates to all of Secured
Party's related transactions with Debtor, DeBartolo, and their
affiliates and not to this transaction alone.

9.25 [Intentionally Omitted].

9.26 ERISA.

A. Secured Party represents and warrants to Debtor
that, at Closing, and subject to the provisions of Paragraph 9.26.H
herein, throughout the term of this Security Instrument the source
of funds from which Secured Party extends the Loan is its General
Account, which is subject to the claims of its general creditors
under state law, and not from any account holding "plan assets"
within the meaning of 29 C.F.R. 2510.3-101 or assets of any
"governmental plan" within the meaning of section 3(32) of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA").

B. Debtor represents and warrants to Secured Party
that, as of the date of this Security Instrument and, subject to
the provisions of Paragraph 9.26.G herein, throughout the term of
this Security Instrument, (a) Debtor is not an "employee benefit
plan" as defined in Section 3(3) of ERISA, which is subject to
Title I of ERISA, and (b) the assets of the Debtor do not
constitute "plan assets" of one or more such plans within the
meaning of 29 C.F.R. 2510.3-101.

C. Debtor represents and warrants to Secured Party
that, as of the date of this Security Instrument and, subject to
the provisions of Paragraph 9.26.G herein, throughout the term of
this Security Instrument, (a) Debtor is not a "governmental plan"
within the meaning of Section 3(32) of ERISA and (b) transactions
by or with Debtor are not subject to state statutes regulating
investments of and fiduciary obligations with respect to
governmental plans.

D. Debtor covenants and agrees to deliver to
Secured Party such certifications or other evidence at Closing,
subject to the provisions of Paragraph 9.26.G herein, and from time
to time throughout the term of this Security Instrument, as
reasonably requested by Secured Party, that the assets of Debtor do
not constitute "plan assets" of any employee benefit plan or
governmental plan within the meaning of 29 C.F.R., 2510.3-101,
because one or more of the following is true:

(i) Interests in Debtor are publicly
offered securities, within the meaning of 29 C.F.R. 2510.3-
101(b)(2);

(ii) Less than 25 percent of all equity
interests in Debtor are held by "benefit plan investors" within the
meaning of 29 C.F.R. 2510.3-101(f)(2); or

(iii) Debtor qualifies as an "operating
company" or a "real estate operating company" within the meaning of
29 C.F.R., 2510.3-101(c) or (e).

E. Any of the following shall, subject to the
notice and opportunity to cure provisions of Paragraph 6.1 herein,
constitute a default under this Security Instrument, entitling
Secured Party to exercise any and all remedies to which it may be
entitled under the Loan Documents: (a) the failure of any
representation or warranty made by Debtor under this Paragraph 9.26
to be true and correct in all respects, (b) the failure of Debtor
to provide Secured Party with the written certifications and
evidence referred to above, or (c) the consummation by Debtor of a
transfer in violation of Paragraph 9.26.G herein.

F. Debtor shall indemnify Secured Party and defend
and hold Secured Party harmless from and against all loss, damage
and reasonable out-of-pocket costs and expenses (including, without
limitation, reasonable attorney's fees and costs incurred in the
investigation, defense and settlement of claims and losses incurred
in correcting any prohibited transaction or in the sale of a
prohibited loan, and in obtaining any individual prohibited
transaction exemption under ERISA that may be reasonably required
by Secured Party) that Secured Party may incur, directly or
indirectly, as a result of a default under the immediately
preceding Paragraph 9.26.E. This indemnity shall survive any
termination, satisfaction or foreclosure of this Security
Instrument and shall not be subject to the limitation on personal
liability described in Paragraph 9.33 herein. Provided however,
upon any permitted transfer of title to the Real Estate Security or
a fifty percent (50%) partnership interest in Debtor (provided the
transferor has obtained a Prospective Release under the provisions
of Paragraph 4.2.K herein in the case of such a fifty percent (50%)
partnership interest transfer) which are in full compliance with
Paragraphs 4.2 and 9.26.G(2) herein, such transferor shall not
thereafter have any recourse liability under this Paragraph 9.26.F
herein.

G. (1) Anything in Paragraph 4.2 herein or
elsewhere in the Application or in this Security Instrument to the
contrary notwithstanding, no sale, assignment, encumbrance or
transfer of any direct or indirect interest in the Debtor shall be
permitted which would negate Debtor's representations in this
Paragraph or in the case of encumbrance only, foreclosure of the
encumbrance would negate Debtor's representations in this
paragraph.

(2) Anything in the Security Instrument to the
contrary notwithstanding, not less than fifteen (15) days before
consummation of transfer of title to the Real Estate Security or of
an interest in Debtor, or of any direct or indirect right, title or
interest in either of them, or of the placing of any lien or
encumbrance on the Real Estate Security, Debtor shall obtain from
the proposed transferee or lienholder a representation to Secured
Party in form and substance satisfactory to Secured Party that
Paragraph 9.26.D herein will be true after the transfer or would be
true following a foreclosure of such lien, and further provided
that any proposed lienholder agrees that any direct or indirect
transfer of its lien or any interest therein will be governed by
this Paragraph.

H. Anything in Paragraph 4.2 herein or elsewhere
in the Application or in this Security Instrument to the contrary
notwithstanding:

(1) Not less than thirty-five (35) days before
consummation of any sale, assignment or transfer of any direct or
indirect interest in the Loan (a "Transfer") to (i) an "employee
benefit plan" within the meaning of Section 3(3) of ERISA which is
subject to Title I of ERISA; (ii) a governmental plan within the
meaning of Section 3(32) of ERISA; or (iii) an entity that holds
plan assets of one or more such plans within the meaning of 29
C.F.R. 2510.3-101; Secured Party shall provide notice to Debtor
of the proposed Transfer and of the proposed buyer, assignee or
transferee and whether the buyer, assignee or transferee is an
employee benefit plan, governmental plan or an entity that holds
plan assets, and the name of any such employee benefit plan or
governmental plan.

(2) Secured Party shall not consummate the
proposed Transfer if Debtor, after receiving timely notice of the
proposed transfer, provides notice to Secured Party not more than
ten (10) days after notice is received from Secured Party of the
Transfer, that such Transfer might reasonably be viewed as causing
the loan transaction (or any exercise of Debtor's rights under the
Loan Documents) to be a violation of ERISA or any applicable
statute regulating a governmental plan at the time of the Transfer.
Debtor's notice shall state the facts and reasons upon which Debtor
relied in deciding that the proposed Transfer would cause the Loan
or the exercise of Debtor's rights under the Loan Documents to
violate ERISA or any applicable state statute at the time of the
Transfer. Notwithstanding the foregoing, Secured Party may
consummate the proposed Transfer if Secured Party in its sole
discretion believes that based upon the facts set forth in Debtor's
notice, the proposed Transfer does not cause the Loan or the
exercise of Debtor's rights under the Loan Documents to violate
ERISA or any applicable state statute, at the time of the Transfer,
provided, however, that Secured Party shall indemnify Debtor and
defend and hold Debtor harmless from and against all loss, cost,
damage and expense that Debtor shall incur, directly or indirectly,
as a result of a Transfer under this paragraph (including but not
limited to attorney's fees and costs incurred in the investigation,
defense and settlement of claims and losses incurred in correcting
any prohibited transaction, or in obtaining any individual
prohibited transaction exemption that may reasonably be required);
and further provided, however, that Secured Party shall have no
liability to Debtor under the foregoing indemnity for (1) any loss
resulting from a Transfer based upon any misrepresentation,
incorrect statement of fact, or omission of fact by Debtor in said
notice and (2) any action taken by the transferee, as Secured
Party, in violation of the restrictions on transfer set forth in
the Section.

(3) Debtor shall have no right of setoff or
defense to the payment or performance of any obligation under the
Loan Documents as a result of any violation of this subparagraph by
Secured Party.

9.27 Defense and Indemnity Rights. Whenever, under any
Loan Document, Debtor is obligated to indemnify and/or defend
Secured Party, or Debtor is obligated to defend or prosecute any
action or proceeding, then Secured Party shall have the right of
counsel of Secured Party's choice reasonably exercised, and all
reasonable out-of-pocket costs and expenses incurred by Secured
Party in connection with such participation (including reasonable
attorneys' fees) shall be reimbursed by Debtor to Secured Party
within fifteen (15) days of written demand to the extent
substantiated by appropriate invoices and supporting information.
In addition, Secured Party shall have the right to reasonably
approve any counsel retained by Debtor in connection with the
prosecution or defense of any such action or proceeding by Debtor.
Debtor shall give notice to Secured Party of the initiation of all
proceedings required to be defended by Debtor which are subject to
the obligations of Debtor and to Secured Party under this
Paragraph, promptly after the receipt by Debtor of notice of the
existence of any such proceeding, but in no event later than thirty
(30) days thereafter. All costs or expenses required hereunder to
be reimbursed by Debtor to Secured Party hereunder shall, if not
paid within fifteen (15) days of written demand as herein
specified, bear interest at the Secondary Interest Rate. As used
herein, "proceeding" shall mean litigation (whether by way of
complaint, answer, cross-complaint or counterclaim), arbitration
and administrative hearings or proceedings. Secured Party shall,
with reasonable promptness following notice or discovery thereof,
notify Debtor of any claim or event requiring action by Debtor
under this Paragraph but Secured Party's failure to do so will not
excuse or discharge the obligations of Debtor hereunder if Debtor
had actual knowledge of any such claim or event before the
expiration of the period in which Secured Party should have
provided such notice to Debtor and, provided that no Event of
Default exists and is continuing, Secured Party will not settle or
compromise any such claim without the prior written approval of
Debtor not to be unreasonably withheld.

9.28 Destruction of Note. Debtor shall, if the Note is
mutilated or destroyed by any cause whatsoever, or otherwise lost
or stolen and regardless of whether due to the act or neglect of
Secured Party, execute and deliver to Secured Party in substitution
therefor a duplicate promissory note containing the same terms and
conditions as the Note, within ten (10) days after Secured Party
notifies Debtor of any such mutilation, destruction, loss or theft
of the Note. Any new promissory note executed and delivered
hereunder shall be in full substitution for the Note, shall not
constitute any new or additional indebtedness of Debtor to Secured
Party, shall constitute solely a substitute evidence of the
indebtedness evidenced by the original Note, and shall not affect
in any manner the priority of this Instrument, or any other
document or instrument executed in connection with or evidencing or
securing the Indebtedness under the Note. Failure or delay by
Secured Party in notifying Debtor hereunder shall not affect in any
manner Debtor's liability for the Indebtedness under the Note or
Debtor's obligation to execute a new promissory note hereunder; and
Debtor's failure to execute a new promissory note on Secured
Party's request hereunder shall likewise not affect Debtor's
liability for the indebtedness under the Note. If Secured Party
requests that Debtor execute a new promissory note when permitted
by this Paragraph, Secured Party shall indemnify, protect and save
Debtor harmless from and against any and all claims, demands,
actions, suits, proceedings, damages, losses, costs and expenses of
every nature whatsoever (including, without limitation, reasonable
attorneys' fees) arising from or relating to the original Note or
the execution of the substitute promissory note.

9.29 Successor and Assigns. The provisions hereof shall
be binding upon, and inure to the benefit of, Debtor and the heirs,
devisees, representatives, successors and assigns of Debtor,
including successors in interest to Debtor in and to all or any
part of the Collateral, and shall inure to the benefit of Secured
Party, its successors and assigns.

9.30 Rules of Construction. When the identity of the
parties or other circumstances make it appropriate, the masculine
gender shall include the feminine and/or neuter, and the singular
number shall include the plural. The headings of each Article and
Paragraph are for information and convenience and do not limit or
construe the contents of any provision hereof. The provisions of
this Instrument and all other Loan Documents shall be construed as
a whole according to their common meaning, not strictly for or
against any party and consistent with the provisions herein
contained, in order to achieve the objectives and purposes of such
documents. Each party and its counsel has reviewed and revised the
Loan Documents and agree that the normal rule of construction to
the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of such
document. Specific enumeration of rights, powers and remedies of
Secured Party and of acts which they may do and of acts Debtor must
do or not do shall not exclude or limit the general. The use in
this Instrument and all other Loan Documents of the words
"including", "such as", or words of similar import, when following
any general term, statement or matter shall not be construed to
limit such statement, term or matter to the specific items or
matters, whether or not language of non-limitation such as "without
limitation" or "but not limited too, or words of similar import,
are used with reference thereto, but rather shall be deemed to
refer to all other items or matters that could reasonably fall
within the broadest possible scope of such statement, term or
matter.

9.31 Assignment of Mortgage and Information to Third
Persons. Secured Party shall have the right in its sole discretion
at any time during the term of this Loan to sell, assign, syndicate
or otherwise transfer and/or dispose of all or any portion of its
interest in the Loan and Debtor hereby permits Secured Party to
submit, on a confidential basis, to Secured Party's assignees, the
financial data and all other information being furnished by Debtor
to Secured Party under the terms of the Loan; provided, however,
that Secured Party, upon the written request of Debtor made not
more frequently than once during any calendar year, shall disclose
to Debtor the identity of all participants in the Loan and all
assignees of the Loan.

9.32 Commingling of Funds. Except as otherwise provided
in this instrument, any and all sums collected or retained by
Secured Party hereunder (including insurance and condemnation
proceeds and any amounts paid by Debtor to Secured Party under
Paragraph 3.4 above), shall not be deemed to be held in trust, and
Secured Party may commingle any and all such funds or proceeds with
its general assets and shall not be liable for the payment of any
interest or other return thereon, except to the extent otherwise
required by law or expressly provided for herein.

9.33 Limitation on Personal Liability. Secured Party
agrees, subject to the specific exceptions set forth below and not
as to any Loan Document which expressly states it is not subject,
in whole or in part, to this Limitation on Personal Liability
provision (including, but not by way of limitation, the Hazardous
Substances Remediation and Indemnification Agreement and the Other
Loan Party Agreement), to the extent the provisions of any such
Loan Document expressly provides that all or any part of this
paragraph is not applicable to any such document, that in enforcing
any obligations under the Loan Documents its sole recourse shall be
limited to the collateral for the loan and it will look solely and
only to such collateral in enforcing any such obligations. Further,
subject to the specific exceptions set forth below and excluding
any Loan Document which expressly states that it is not subject to
this Limitation on Personal Liability provision to the extent the
provisions of any such Loan Document expressly provides that all or
any part of this paragraph is not applicable to any such document,
neither Debtor, its partners nor any Other Loan Party ("Exculpated
Parties") shall have any personal liability under the Loan
Documents, except that Debtor, its general partners (but not the
partners of such parties unless they are also Other Loan Parties
and/or any negative capital accounts of any partners not created
for the purpose of evading liability hereunder), and the Other Loan
Parties (but not the partners of such parties unless they are also
Other Loan Parties and/or any negative capital accounts of any
partners not created for the purpose of evading liability
hereunder) shall be jointly and severally liable for the payment of
taxes, assessments and utility charges with respect to the Real
Estate Security or any part thereof which become due and payable
prior to the earlier to occur of (x) Secured Party taking
possession of the Real Estate Security, (y) the appointment of a
receiver for the Real Estate Security or (z) the issuance of a
certificate of title pursuant to a foreclosure sale of the Real
Estate Security or upon Holder's acceptance of, in its sole
discretion, without regard to the Standard of Conduct, a deed-
in-lieu of foreclosure and such joint and several liability as
provided for under the ERISA paragraphs of this Security Instrument
including the indemnification provisions herein and for the
Indemnity Obligations under and as defined in the Hazardous
Substances Remediation and Indemnification Agreement obligations of
the Other Loan Parties under the Other Loan Party Agreement.
Without limitation on the foregoing and notwithstanding anything to
the contrary herein, in no event shall any of the partners,
officers, directors, employees, or shareholders of the Exculpated
Parties have any personal liability under the Loan Documents
(unless they are either an entity which is a general partner of
Debtor or an entity which is an Other Loan Party) and any negative
capital account of any partners not created for the purpose of
evading liability hereunder, shall not be available as collateral
to the Secured Party. Moreover, after written notice from Secured
Party to the Exculpated Parties, the agreement not to pursue
recourse liability SHALL BECOME NULL AND VOID and of no further
force and effect as to Debtor, its general partners and the Other
Loan Parties (but not the officers, directors, employees, or
shareholders of Debtor's general partners and of the Other Loan
Parties, any partners of Debtor's general partners unless they are
also Other Loan Parties and any partners of the Other Loan Parties
unless they are also Other Loan Parties nor any negative capital
account of any partner not created for the purpose of evading any
liability hereunder) in the event:

(a) of actionable fraud or intentional material
misrepresentation in connection with the Loan not cured within
thirty (30) days after written notice of the same from Secured
Party to Debtor (but not in addition to any cure period applicable
to any written notice of default by Secured Party to Debtor given
under the Loan Documents based on such occurrences).

(b) of the misapplication of (i) proceeds paid
under any insurance policies by reason of damage, loss or
destruction affecting any portion of the Mortgaged Premises (to the
full extent of such proceeds that were misapplied) not cured within
thirty (30) days after written notice of the same from Secured
Party to Debtor (but not in addition to any cure period applicable
to any written notice of default by Secured Party to Debtor given
under the Loan Documents based on such occurrences); (ii) any
proceeds or awards resulting from the condemnation of all or any
part of the Mortgaged Preemies (to the full extent of such proceeds
or awards that were misapplied) not cured within thirty (30) days
after written notice of the same from Secured Party to Debtor (but
not in addition to any cure period applicable to any written notice
of default by Secured Party to Debtor given under the Loan
Documents based on such occurrences) ; or (iii) rents received
after receipt by Debtor of any notice to which Debtor may be
entitled, if any, of default or of foreclosure or of exercise of
other remedies by Secured Party upon a default by Debtor; or

(c) of any tenant security deposits not turned over
to Secured Party upon foreclosure or sale pursuant to power of sale
if, at such time, there is a legal duty to return said tenant
security deposit to the depositing tenant, now or in the future,
under the provisions of any such tenant's lease or under Florida
law; or

(d) of any intentional waste of the Mortgaged
Premises not cured within thirty (30) days after written notice of
the same from Secured Party to Debtor (but not in addition to any
cure period applicable to any written notice of default by Secured
Party to Debtor given under the Loan Documents based on such
occurrences).

The recourse liability resulting from (b), (c) and (d)
above shall apply only to the extent of the lesser of (x) the
amount involved in (b), (c), and (d) above, as applicable, and (y)
the amount (the "Deficiency Amount"), if any, by which the sums
owed under the loan documents exceed the fair market value of the
collateral for the loan at the time of any foreclosure sale or deed
in lieu of foreclosure as to said collateral.

The foregoing provisions shall not limit or diminish
Secured Party's other rights and remedies with respect to the
collateral for the loan under any provisions of the Loan Documents
or at law and in equity, including, without limitation, the right
to foreclose nor shall such provisions limit or diminish Secured
Party's rights and remedies under any provisions of the Loan
Documents in seeking personal liability therefor as to any of the
above specific exceptions to the Limitation on Personal Liability
provisions or as to any Loan Document which expressly states it is
not subject to the above Limitation on Personal Liability
provisions.

Notwithstanding any term or provision contained herein or
in the Loan Documents, the liability hereunder of Urban Shopping
Centers, L.P., a Maryland limited partnership, JMB Income
Properties, Ltd.-XIII, an Illinois limited partnership, and IDS/JMB
Balanced Income Growth, Ltd., an Illinois limited partnership
(collectively the "JMB Loan Parties") and each of them, jointly and
severally among each other, shall not exceed fifty percent (50%)
("JMB Cap") of the total recourse dollar amount Secured Party
would, but for the JMB Cap and DeBartolo Cap, be entitled to
recover from all of the Other Loan Parties including the JMB Loan
Parties plus interest on said amount at the Secondary Interest
Rate, and reasonable out-of-pocket costs of enforcement and
reasonable attorneys fees in recovering the same less any amounts
realized by Secured Party from Debtor, all of the Other Loan
Parties, and the Collateral (but not from the DeBartolo Loan
Parties) in excess of the total nonrecourse dollar amount owed to
Secured Party with no obligation to proceed against any of them. In
no event however, should Secured Party collect more than one
hundred percent (100%) of the sums due hereunder. The liability of
DeBartolo, DRC and DRPLP (collectively the "DeBartolo Loan
Parties") and each of them, jointly and severally among each other,
shall not exceed fifty percent (50%) ("DeBartolo Cap") of the total
recourse dollar amount Secured Party would, but for the DeBartolo
Cap and JMB Cap, be entitled to recover from all of the Other Loan
Parties including the DeBartolo Loan Parties plus interest on said
amount at the Secondary Interest Rate and reasonable out-of-pocket
costs of enforcement and reasonable attorneys fees in recovering
the same less any amounts realized by Secured Party from Debtor,
all of the Other Loan Parties and the Collateral (but not from the
JMB Loan Parties) in excess of the total nonrecourse dollar amount
owed to Secured Party with no obligation to proceed against any of
them. In no event however, should Secured Party collect more than
one hundred percent (100%) of the sums due hereunder. The JMB Cap
and DeBartolo Cap shall not cause or create any obligation of
Secured Party to collect all or any portion of the sums due
hereunder or to enforce any obligation of Debtor, the JMB Loan
Parties or the DeBartolo Loan Parties hereunder or of Debtor under
the Loan Documents or to exercise any of Secured Party's rights or
remedies as to the collateral for the Loan. The liability of the
JMB Loan Parties, the DeBartolo Loan Parties and Debtor are primary
and absolute obligations of each subject to the JMB Cap, in the
case of the JMB Loan Parties, and the DeBartolo Cap, in the case of
the DeBartolo Loan Parties. After a transfer pursuant to the
provisions of Paragraph 4.2.E herein, the JMB Cap and DeBartolo Cap
will no longer be applicable to the transferee pursuant to the
provisions of Paragraph 4.2.E herein (transfers between JMB and
DeBartolo Affiliates). Further, the Debtor and Other Loan Parties
may qualify for a release from their recourse obligations under the
Loan Documents under certain circumstances and subject to the
requirements of Paragraph 4.2.K herein and the certain transferring
other Loan Parties and/or affiliates of the transferring Other Loan
Parties may qualify for a release from their recourse obligations
under the Loan Documents under certain circumstances and subject to
the requirements of Paragraph 4.2.K herein.

9.34 Standard of Conduct. Except where specifically
provided otherwise herein, wherever this Instrument or any of the
other Loan Documents requires or provide for Secured Party's
review, approval or consent or that Secured Party must be satisfied
or for the exercise of Secured Party's opinion, or that Secured
Party may, at Secured Party's option, require something, Secured
Party shall at all times (i) not unreasonably withhold, delay or
condition such review, approval, consent or satisfaction; and (ii)
act reasonably. In the event that Secured Party's review, approval,
consent, satisfaction or opinion is required and Secured Party
fails to review and respond negatively or disapprove or refuse
Secured Party's consent or notify the Debtor of Secured Party's
dissatisfaction or of Secured Party's unfavorable opinion within
thirty (30) days after receipt of (x) Debtor's request therefor and
(y) any and all documentation, instruments, materials or other
information as Secured Party shall reasonably request, Secured
Party's favorable review and response or approval or consent or
notice of satisfaction or favorable opinion shall be deemed given;
provided, however, that no earlier than ten (10) but no later than
fifteen (15) days after Secured Party's review, approval, consent
or opinion is requested and such materials and information are
furnished, Debtor shall give Secured Party an additional written
notice thereof, and shall specify that Secured Party's failure to
respond by the specified date shall be deemed to constitute Secured
Party's favorable review and response or approval or consent or
notice of satisfaction or favorable opinion. The term "reasonably"
shall not be interpreted as justifying arbitrary action but shall
require a rational application of judgment, in accordance with
current business policies of Secured Party (which policies shall be
based on sound business judgment), concerning major shopping center
lending transactions.

9.35 Certain Standards on Efforts of Debtor. Whenever in
this instrument, or any other Loan Document, the phrase "cause to
be" is used in conjunction with any of the obligations, such
phrase shall be deemed to include the use by such parties, as the
case may be, of Good Faith Efforts and all due diligence to cause
the applicable act, event or circumstance to occur or be performed
or taken, provided that such efforts and due diligence shall not
encompass the initiation of litigation or other proceedings in
order to enforce or bring about the happening of the applicable act
or matter unless the failure to do so would constitute a material
deviation from Approved Manager Business Practices.

9.36 Satisfaction and Cancellation. If the Obligations
shall be fully paid and performed, then and in that event only
Secured Party shall wholly release the Property and Collateral, at
Debtor's sole cost and expense, from the liens, security interests,
conveyances and assignments evidenced hereby, upon receipt by
Secured Party of evidence satisfactory to it that the foregoing
conditions have been satisfied. In such event Secured Party shall,
at the request of Debtor, promptly deliver to Debtor, in recordable
form, all such documents as shall be necessary to cause this
Instrument to be satisfied and cancelled of record and to release
the Property and Collateral from the liens, security interests,
conveyances and assignments created or evidenced hereby and all
rights hereunder shall terminate (except for the rights and
obligations which expressly provides that it is to survive such
satisfaction and release in accordance with the terms and
provisions of this Instrument and the other Loan Documents
including but without limitation those under the Hazardous
Substances Remediation and Indemnification Agreement- Paragraph
9.26 herein, and Paragraph 9.27 herein and all indemnity rights
that expressly survive as provided for herein referred to therein
or set forth in this Instrument).

9.37 Counterparts. This Instrument may be executed in
any number of counterparts with the same effect as if all parties
hereto had executed the same document. All such counterparts shall
be construed together and shall constitute one instrument, but in
making proof hereof it shall only be necessary to produce one such
counterparts containing, collectively, the signatures of all parties
hereto.

IN WITNESS WHEREOF, Debtor has caused this Instrument to
be executed as of the day and year first above written.

Signed, sealed and delivered
in the presence of the
following two witnesses:

____________________________
(signed name of witness one)
____________________________
(printed name of witness one)

____________________________
(signed name of witness two)
____________________________
(printed name of witness two)
<PAGE>
WEST DADE COUNTY ASSOCIATES, a
Florida general partnership

By: JMB/Miami International
Associates, an Illinois
general partnership as
general partner of West Dade
County Associates

By: JMB Income Properties,
Ltd.-XIII, an Illinois
limited partnership as
general partner of
JMB/Miami International
Associates

By:JMB Realty
Corporation, a
Delaware
corporation as
Managing General
Partner of JMB
Income Properties,
Ltd.-XIII

By:______________
(signed name)
______________
(printed name)
Its: ___________
(title)

[CORPORATE SEAL]

Signed, sealed and delivered
in the presence of the
following two witnesses:

____________________________
(signed name of witness one)
____________________________
(printed name of witness one)

____________________________
(signed name of witness two)

____________________________
(printed name of witness two)
<PAGE>
By: Urban Shopping Centers, L.P.,
an Illinois limited
partnership as general
partner of JMB/Miami
International Associates

By: Urban Shopping Centers,
Inc., a Maryland
corporation as general
partner of Urban
Shopping Centers, L.P.

By:___________________
(signed name)

___________________
(printed name)

Its:______________
(title)

[CORPORATE SEAL]

Signed, sealed and delivered
in the presence of the
following two witnesses:

____________________________
(signed name of witness one)
____________________________
(printed name of witness
one)

____________________________
(signed name of witness two)

____________________________
(printed name of witness
two)<PAGE>
By: IDS/JMB Balanced Income
Growth, Ltd., an Illinois
limited partnership as
general partner of JMB/Miami
International Associates

By: Income Growth Managers,
Inc., an Illinois
corporation as general
partner of IDS/JMB
Balanced Income Growth,
Ltd.

By:__________________
(signed name)
__________________
(printed name)

[CORPORATE SEAL]
Signed, sealed and delivered
in the presence of the
following two witnesses:

____________________________
(signed name of witness one)
____________________________
(printed name of witness one)

____________________________
(signed name of witness two)

____________________________
(printed name of witness two)
By: DeBartolo-Miami Associates,
an Ohio general partnership
as general partner of West
Dade County Associates

By: _______________________
Edward J. DeBartolo
general partner of
DeBartolo-Miami
Associates

Signed, sealed and delivered
in the presence of the
following two witnesses:

____________________________
(signed name of witness one)
____________________________
(printed name of witness one)

____________________________
(signed name of witness two)

____________________________
(printed name of witness two)

By: DeBartolo Realty Partnership,
L.P., a Delaware limited
partnership as general
partner of DeBartolo-Miami
Associates

By: Coral Square Associates,
an Ohio corporation, as
a general partner of
DeBartolo Realty
Partnership, L.P.

By:__________________
(signed name)
__________________
(printed name)

Its:_____________
(title)

Signed, sealed and delivered
in the presence of the
following two witnesses:

____________________________
(signed name of witness one)
____________________________
(printed name of witness one)

____________________________
(signed name of witness two)

____________________________
(printed name of witness two)

By: The Edward J. DeBartolo
Corporation, an Ohio
corporation, as a
general partner of
DeBartolo Realty
Partnership, L.P.

By:__________________
(signed name)
__________________
(printed name)

Its:_____________
(title)

[CORPORATE SEAL]
Signed, sealed and delivered
in the presence of the
following two witnesses:

____________________________
(signed name of witness one)
____________________________
(printed name of witness one)

____________________________
(signed name of witness two)

____________________________
(printed name of witness two)

By: M-I Mall, Inc., a Florida
corporation as general
partner of West Dade County
Associates

By: _______________________
(signed name)
_______________________
(printed name)
Its:__________________
(title)

[CORPORATE SEAL]
Signed, sealed and delivered
in the presence of the
following two witnesses:

____________________________
(signed name of witness one)
____________________________
(printed name of witness one)

____________________________
(signed name of witness two)

____________________________
(printed name of witness two)
<PAGE>
By: DeBartolo Realty Partnership,
L.P., a Delaware limited
partnership as general
partner of West Dade County
Associates

By: Coral Square Associates,
an Ohio corporation, as
a general partner of
DeBartolo Realty
Partnership, L.P.

By:__________________
(signed name)
__________________
(printed name)

Its:_____________
(title)

Signed, sealed and delivered
in the presence of the
following two witnesses:

____________________________
(signed name of witness one)
____________________________
(printed name of witness one)

____________________________
(signed name of witness two)

____________________________
(printed name of witness two)
<PAGE>
By: The Edward J. DeBartolo
Corporation, an Ohio
corporation, as a
general partner of
DeBartolo Realty
Partnership, L.P.

By:__________________
(signed name)
__________________
(printed name)

Its:_____________
(title)

[CORPORATE SEAL]
<PAGE>
STATE OF __________ )
) s.s.
COUNTY OF _________ )

BEFORE ME, a Notary Public in and for said County and State
on the date below, personally appeared __________________ the
_______________________________ of JMB Realty Corporation, a
Delaware corporation, as general partner and on behalf of JMB
Income Properties, Ltd.-XIII, an Illinois limited partnership
acting as general partner and on behalf of JMB/Miami International
Associates, an Illinois general partnership acting as general
partner of and on behalf of West Dade County Associates, a Florida
general partnership and acknowledged that he/she/they executed the
foregoing instrument on behalf of JMB Realty Corporation, acting as
general partner and on behalf of JMB Income Properties, Ltd.-XIII
acting as general partner and on behalf of JMB/Miami International
Associates, an Illinois general partnership acting as general
partner of and on behalf of West Dade County Associates, a Florida
general partnership.

Said person or persons did not take an oath and are
personally known to me or have produced one of the following items
of identification which is current or has been issued within the
past five (5) years and bears a serial or other identifying number:
a driver's license issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____
day of _________________.

________________________________
Signature of Notary Public

________________________________
Printed Name of Notary Public

My Commission expires:

________________________________

[Notary Seal]

<PAGE>
STATE OF __________ )
) s.s.
COUNTY OF _________ )

BEFORE ME, a Notary Public in and for said County and State
on the date below, personally appeared ________________ the
_______________________________ of Urban Shopping Centers, Inc., a
Maryland corporation, as general partner and on behalf of Urban
Shopping Centers, L.P., an Illinois limited partnership acting as
general partner and on behalf of JMB/Miami International
Associates, an Illinois general partnership acting as general
partner of and on behalf of West Dade County Associates, a Florida
general partnership and acknowledged that he/she/they executed the
foregoing instrument on behalf of Urban @hopping Centers, Inc.
acting as general partner and on behalf of Urban Shopping Centers,
L.P., acting as general partner and on behalf of JMB/Miami
International Associates acting as general partner and on behalf of
West Dade County Associates.

Said person or persons did not take an oath and are personally
known to me or have produced one of the following items of
identification which is current or has been issued within the past
five (5) years and bears a serial or other identifying number: a
driver's license issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this
____day of _________________.

________________________________
Signature of Notary Public

________________________________
Printed Name of Notary Public

My Commission expires:

________________________________

[Notary Seal]

STATE OF __________ )
) s.s.
COUNTY OF _________ )

BEFORE ME, a Notary Public in and for said County and State
on the date below, personally appeared _________________ the
______________________ of Income Growth Managers, Inc., an Illinois
corporation, as general partner and on behalf of IDS/JMB Balanced
Growth, Ltd., an Illinois limited partnership acting as general
partner and on behalf of JMB/Miami International Associates, an
Illinois general partnership acting as general partner of and on
behalf of West Dade County Associates, a Florida general
partnership and acknowledged that he/she/they executed the
foregoing instrument on behalf of Income Growth Managers, Inc.
acting as general partner and on behalf of IDS/JMB Balanced Growth,
Ltd. acting as general partner and on behalf of JMB/Miami
International Associates acting as general partner and on behalf of
West Dade County Associates.

Said person or persons did not take an oath and are
personally known to me or have produced one of the following items
of identification which is current or has been issued within the
past five (5) years and bears a serial or other identifying number:
a driver's license issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____
day of ____________.

________________________________
Signature of Notary Public

________________________________
Printed Name of Notary Public

My Commission expires:

________________________________

[Notary Seal]

<PAGE>
STATE OF __________ )
) s.s.
COUNTY OF _________ )

BEFORE ME, a Notary public in for said County and State on
the date below, personally appeared _____________________ as a
general partner of Coral Square Associates, an Ohio general
partnership acting an a general partner and on behalf of DeBartolo
Realty Partnership L.P., a Delaware limited partnership, as general
partner and on behalf of DeBartolo-Miami Associates, an Ohio
general partnership acting as general partner and on behalf of West
Dade County Associates, a Florida general partnership and
acknowledged that he executed the foregoing instrument on behalf of
Coral Square Associates acting as general partner and on behalf of
DeBartolo Realty Partnership, L.P. acting as general partner and on
behalf of DeBartolo-Miami Associates acting an general Partner and
on behalf of Went Dade County Associates. Said sermon or persons
did not take an oath and are personally known to me or have
produced one of the following items of identification which is
current or has been issued within the past five (5) years and bears
a serial or other identifying number: a driver's license issued by
a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____
day of ______________.

________________________________
Signature of Notary Public

________________________________
Printed Name of Notary Public

My Commission expires:

________________________________

[Notary Seal]

STATE OF __________ )
) s.s.
COUNTY OF _________ )

BEFORE ME, a Notary Public in and for said County and State
on the date below, personally appeared ________________ the
____________________ of The Edward J. DeBartolo Corporation, an
Ohio corporation acting as a general partner and on behalf of
DeBartolo Realty Partnership L.P., a Delaware limited Partnership,
as general partner and on behalf of DeBartolo-Miami Associates, an
Ohio general partnership acting as general partner and on behalf of
West Dade County Associates, a Florida general partnership and
acknowledged that he executed the foregoing instrument on behalf of
The Edward J. DeBartolo Corporation acting an general partner and
on behalf of DeBartolo Realty Partnership, L.P. acting as general
partner and on behalf of DeBartolo-Miami Associates acting an
general partner and on behalf of West Dade County Associates. Said
person or persons did not take an oath and are personally known to
as or have produced one of the following items of identification
which in current or has been issued within the past five (5) years
and bears a serial or other identifying number: a driver's license
issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____
day of _____________.

________________________________
Signature of Notary Public

________________________________
Printed Name of Notary Public

My Commission expires:

________________________________

[Notary Seal]
STATE OF __________ )
) s.s.
COUNTY OF _________ )

BEFORE ME, a notary public in and for said County and State
on the date below, personally appeared _________________ the
____________________________ of M-I Mall, Inc., a Florida
corporation, acting as general partner of and on behalf of West
Dade County Associates, a Florida partnership and acknowledged that
he/she/they executed the foregoing instrument as general partner
and on behalf of M-I Mall Inc. acting as general partner and on
behalf of West Dade County Associates. Said person or persons did
not take an oat and are personally known to me or have produced one
of the following items of identification which is current or has
been issued within the past five (5) years and bears a serial or
other identifying number: a driver's license issued by a State of
the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____
day of ______________.

________________________________
Signature of Notary Public

________________________________
Printed Name of Notary Public

My Commission expires:

________________________________

[Notary Seal]
STATE OF __________ )
) s.s.
COUNTY OF _________ )

BEFORE ME, a Notary Public in and for said County and State on
the date below, personally appeared __________________ the
____________________ of Coral Square Associates, an Ohio general
partnership, acting as general partner of and on behalf of
DeBartolo Realty Partnership, L.P., a Delaware limited partnership
acting as general partner and on behalf of West Dade County
Associates, a Florida general partnership, and acknowledged that he
executed the foregoing instrument on behalf of Coral Square
Associates, acting as general partner of and on behalf of DeBartolo
Realty Partnership, L.P., acting an general partner and on behalf
of West Dade County Associates.

Said person or persons did not take an oath and are
personally known to me or have produced one of the following items
of identification which in current or has born issued within the
past five (5) years and bears a serial or other identifying number:
a driver's license issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this
____day of _____________.

________________________________
Signature of Notary Public

________________________________
Printed Name of Notary Public

My Commission expires:

________________________________

[Notary Seal]

STATE OF __________ )
) s.s.
COUNTY OF _________ )

BEFORE ME, a Notary Public in and for said County and State on
the date below, personally appeared _________________ the
_____________________ of The Edward J. DeBartolo Corporation, an Ohio
corporation acting as general partner of and an behalf of
DeBartolo Realty Partnership, L.P., a Delaware limited partnership
acting as general partner of and on behalf of West Dade County
Associates a Florida general partnership, and acknowledged that he
executed the foregoing instrument on behalf of The Edward J.
DeBartolo Corporation, acting as general partner of and on behalf
of DeBartolo Realty Partnership, L.P., acting as general partner
and on behalf of West Dade County Associates.

Said person or persons did not take an oath and are
personally known to me or have produced one of the following item
of identification which is current or has been issued within the
past five (5) years and bears a serial or other identifying number
a driver's license issued by a State of tho United States.

In WITNESS WHEREOF I have affixed my notarial seal this
____ day of ______________.

________________________________
Signature of Notary Public

________________________________
Printed Name of Notary Public

My Commission expires:

________________________________

[Notary Seal]

STATE OF __________ )
) s.s.
COUNTY OF _________ )

BEFORE ME, a Notary Public in and for said County and State
on the date below, personally appeared EDWARD J. DEBARTOLO as
general partner and on behalf of DeBartolo-Miami Associates, an
Ohio general partnership acting as general partner and on behalf of
West Dade County Associates, a Florida general partnership and
acknowledged that he executed the foregoing instrument as general
partner and on behalf of DeBartolo-Miami Associates as general
partner and on behalf of West Dade County Associates.

Said person or persons did not take an oath and are
personally known to me or have produced one of the following items
of identification which is current or has been issued within the
past five (5) years and bears a serial or other identifying number:
a driver's license issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this ____
day of _________________.

________________________________
Signature of Notary Public

________________________________
Printed Name of Notary Public

My Commission expires:

________________________________

[Notary Seal]

EXHIBIT A

[CONSISTS OF EXHIBIT A-1 AND EXHIBIT A-2]

EXHIBIT A-1
MIAMI INTERNATIONAL MALL
DEVELOPER SITE
(INCLUDES DEVELOPERS EXCHANGE PARCEL)
38.395 AC.

PARCEL ONE

Being a parcel of land located within Section 32, Township 53
South, Range 40 East, lying and being in Dade County, Florida and
further bounded and described as follows:

Beginning at a pipe in concrete marking the Southwest corner of
said Section 32, thence N 1 degrees 43' 13" W, along the west line of said
Section 32, a distance of 1202.07 feet to a point; thence N 88 degrees 16'
47" E, a distance of 88.99 feet to a point on the easterly right-
of-way line of N. W. 107th Ave., said point also being the
principal point and place of beginning of the following
description;

Thence N 1 degrees 43' 13" W, along said easterly right-of-way line, a
distance of 400.06 feet to a point; thence N 88 degrees, 16' 47" E, a
distance of 40.00 feet to a point; thence N 1 degrees 43' 13" W, a
distance of 45.00 feet to a point; thence S 88 degrees 16' 47" W, a
distance of 40.00 feet to a point on said easterly right-of-way
line; thence N 1 degrees 43' 13" W, along said easterly right-of-way line,
a distance of 416.68 feet to a point; thence S 46 degrees 43' 13" E, a
distance of 104.65 feet to a point; thence N 88 degrees, 16' 47" E, a
distance of 22.04 feet to a point; thence S 77 degrees, 21' 36" E, a
distance of 87.18 feet to a point; thence S 63 degrees, 00' 00" E, a
distance of 68.58 feet to a point; thence N 45 degrees 00' 00" E, a
distance of 459.09 feet to a point; thence due north, a distance of
15.00 feet to a point; thence N 45 degrees 00' 00" W, a distance of
293.65 feet to a point; thence N 56 degrees 40' 50" W, a distance of
102.84 feet to a point; thence N 80 degrees 02' 25" W, a distance of
102.84 feet to a point; thence S 88 degrees 16' 47" W, a distance of
115.08 feet to a point; thence S 43 degrees 16' 47" W, a distance of
104.65 feet to a point on said easterly right-of-way line; thence
N 1 degrees, 43' 13" W, along said easterly right-of-way line, a distance
of 157.41 feet to a point; thence N 89 degrees 38' 52" E, a distance of
354.68 feet to a point; thence S 45 degrees 00' 00" E, a distance of
419.65 feet to a point; thence due east, a distance of 15.00 feet
to a point; thence N 45 degrees 00' 00" E, a distance of 424.98 feet to a
point; thence N 89 degrees 38' 52" E, a distance of 1194.28 feet to a
point; thence S 1 degrees 43' 13" E, a distance of 1934.69 feet to a
point; thence S 89 degrees 20' 56" W, a distance of 156.22 feet to a
point; thence S 45 degrees 00' 00" W, a distance of 442.07 feet to a
point; thence S 34 degrees 00' 00" E, a distance of 242.05 feet to a
point; thence S 0 degrees 39' 04" E, a distance of 30.74 feet to a point;
thence S 44 degrees, 20' 56" E, a distance of 104.65 feet to a point on
the northerly right-of-way line of N. W. 12th St., thence S 89 degrees 20'
56" W, along said northerly right-of-way, a distance of 248.01
feet to a point; thence N 44 degrees 20' 56" E, a distance of 104.65 feet
to a point; thence N 14 degrees 00' 00" W, a distance of 24.70 feet to a
point; thence N 34 degrees 00' 00" W, a distance of 300.89 feet to a
point; thence S 70 degrees 00' 00" W, a distance of 214.37 feet to a
point; thence due west, a distance of 230.77 feet to a point;
thence N 67 degrees 30' 00" W, a distance of 244.67 feet to a point;
thence N 45 degrees 00' 00" W, a distance of 145.34 feet to a point;
thence due west, a distance of 35.08 feet to a point; thence S 45 degrees
00' 00" W, a distance of 90.00 feet to a point; thence S 34 degrees 20'
59" W, a distance of 15.00 feet to a point; thence S 10 degrees 39' 01"
E, a distance of 104.65 feet to a point on said northerly right-of
- -way line of N. W. 12th St., thence N 55 degrees 39' 01" W, a distance of
120.00 feet to a point; thence continuing along said northerly
right-of-way line, 124.97 feet along an arc to the left, having a
radius of 994.93 feet and a chord of 124.89 feet, bearing N 59 degrees 14'
54.9" W to a point; thence N 79 degrees 20' 59" E, a distance of 106.89
feet to a point; thence N 34 degrees 20' 59" E, a distance of 20.00 feet
to a point; thence N 45 degrees 00' 00" E, a distance of 113.60 feet to a
point; thence due north, a distance of 14. 14 feet to a point;
thence N 45 degrees 00' 00" W, a distance of 70.85 feet to a point; thence
N 60 degrees 00' 00" W, a distance of 235.68 feet to a point; thence N 45
degrees 00' 00" W, a distance of 289.61 feet to a point; thence N 34 degrees,00'
00" W, a distance of 73.61 feet to a point; thence N 24 degrees 00' 00"
W, a distance of 73.60 feet to a point; thence N 13 degrees 00' 00" W, a
distance of 130.75 feet to a point; thence S 88 degrees 16' 47" W, a
distance of 77.20 feet to a point; thence S 43 degrees 16' 47" W, a
distance of 104.65 feet to a point on the easterly right-of-way
line of N. W. 107th Ave., said point also being the principal point
and place of beginning, but less and except the following parcels:

1. Sears Site (12.933 Ac.) described in Exhibit A-2 hereto.

2. Mervyn's Site (8.017 Ac.) described in Exhibit A-2
hereto.

3. Allied Site (10.095 Ac.) described in Exhibit A-2
hereto.

4. Federated Site (9.823 Ac.) described in Exhibit A-2
hereto.

5. Federated Site (Tract B) (4.235 Ac.) described in
Exhibit A-2 hereto.

6. J. C. Penney Site (9.619 Ac.) described in Exhibit A-2
hereto.

And containing a net acreage of 38.395 acres of land, more or less.

EXHIBIT A-2
MIAMI INTERNATIONAL MALL
SEARS SITE
12.993 ACRES

Being a parcel of land located within Section 32, Township 53
South, Range 40 East, lying and being in Dade County, Florida and
further bounded and described as follows:

Beginning at a pipe in concrete marking the Southwest corner of
said Section 32, thence N 1 degrees 43' 13" W, along the West line of said
Section 32, a distance of 2644.15 feet to a point; thence N 89 degrees 38'
52" E, a distance of 1228.85 feet to a point; thence S 0 degrees 21' 08"
E, a distance of 46.51 feet to the principal point and place of
beginning of the following description:

Thence due East, a distance of 280.00 feet to a point; thence
247.40 feet along an arc to the right, having a radius of 315.00
feet and a chord of 241.09 feet, bearing S 67 degrees, 30' 00" E to a
point; thence S 45 degrees 00" E, a distance of 297.19 feet to a point;
thence S 45 degrees 00' 00" W, a distance of 426.52 feet to a point;
thence due West, a distance of 472.87 feet to a point; thence S 45 degrees
00' 00" W, a distance of 171.25 feet to a point; thence N 45 degrees 00'
00" W, a distance of 413.50 feet to a point; thence S 45 degrees 00' 00"
W, a distance of 16.00 feet to a point; thence N 45 degrees 00' 00" W, a
distance of 60.63 feet to a point; thence N 45 degrees 00' 00" E, a
distance of 342.12 feet to a point; thence N 38 degrees 11' 22.8" E, a
distance of 75.89 feet to a point; thence 267.04 feet along an arc
to the right, having a radius of 340.00 feet and a chord of 260.22
feet, bearing N 67 degrees 30' 00" E to the principal point and place of
beginning and containing 12.993 acres of land more or less.

EXHIBIT A-2
MIAMI INTERNATIONAL MALL
MERVYN'S SITE
8.017 ACRES

Being a parcel of land located within Section 32, Township 53
South, Range 40 East, lying and being in Dade County, Florida and
further bounded and described as follows:

Beginning at a pipe in concrete, marking the Southwest Corner of
said Section 32, thence N 89 degrees 20' 56" E, along the South line of
said Section 32, a distance of 2250.00 feet to a point; thence N 1 degrees
43' 13" W, a distance of 1149.03 feet to a point; thence S 88 degrees 16'
47" W, a distance of 45.00 feet to the principal point and place of
beginning of the following description:

Thence 236.47 feet along an arc to the right, having a radius of
290.00 feet and a chord of 229.98 feet, bearing S 21 degrees 38' 23.5" W
to a point; thence S 45 degrees 00' 00" W, a distance of 290.92 feet to a
point; thence N 45 degrees 00' 00" W, a distance of 153.01 feet to a
point; thence N 45 degrees 00' 00" E, a distance of 31.50 feet to a point;
thence N 45 degrees 00' 00" W, a distance of 149.59 feet to a point;
thence due West, a distance of 202.42 feet to a point; thence due
North, a distance of 371.75 feet to a point; thence N 51 degrees 40' 46.4"
E, a distance of 158.05 feet to a point; thence due North, a
distance of 47.00 feet to a point; thence due East, a distance of
260.00 feet to a point; thence due South, a distance of 131.02 feet
to a point; thence due East, a distance of 294.54 feet to a point;
thence S 1 degrees 43' 13" E, a distance of 202.51 feet to the principal
point and place of beginning and containing 8.017 acres of land
more or less.
EXHIBIT A-2
MIAMI INTERNATIONAL MALL
ALLIED SITE
10.095 Acres

Being a parcel of land located within Section 32, Township 53
South, Range 40 East, lying and being in Dade County, Florida and
further bounded and described as follows:

Beginning at a pipe in concrete marking the Southwest corner of
said Section 32, thence N 89 degrees 20' 56" E, along the South line of
said Section 32, a distance of 2250.00 feet to a point; thence N 1 degrees
43' 13" W, a distance of 1149.03 feet to a point; thence S 88 degrees 16'
47" W, a distance of 45.00 feet to a point; thence 236.47 feet
along an arc to the right, having a radius of 290.00 feet and a
chord of 229.98 feet, bearing S 21 degrees 38' 23.5" W to a point; thence
S 45 00' 00" W, a distance of 322.42 feet to the principal point
and place of beginning of the following description:

Thence continuing S 45 degrees 00' 00" W, a distance of 73.99 feet to a
point; thence S 49 degrees 38' 55" W, a distance of 238.24 feet to a
point; thence 773.51 feet along an arc to the right, having a
radius of 561.00 feet and a chord of 713.68 feet, bearing N 84 degrees 30'
00" W to a point; thence N 45 degrees 00' 00", W, a distance of 185.00
feet to a point; thence 12.12 feet, along an arc to the left,
having a radius of 344.00 feet and a chord of 12.12 feet, bearing
N 46 degrees 00' 35.1" W to a point; thence N 45 degrees 00 00" E, a distance of
197.85 feet to a point; thence N 45 degrees 00' 00" W, a distance of 31.50
feet to a point; thence N 45 degrees 00' 00" E, a distance of 198.00 feet
to a point; thence S 45 degrees 00' 00" E, a distance of 63.25 feet to a
point; thence due East, a distance of 522.94 feet to a point;
thence S 45 degrees 00' 00" E, a distance of 365.60 feet to the principal
point and place of beginning and containing 10.095 acres of land,
more or less.
EXHIBIT A-2
MIAMI INTERNATIONAL MALL
FEDERATED SITE
9.823 ACRES

Being a parcel of land located within Section 32, Township 53
South, Range 40 East, lying and being in Dade County, Florida and
further bounded and described as follows:

Beginning at a pipe in concrete marking the Southwest corner of
said Section 32, thence N 1 degrees 43' 13" W, along the West line of said
Section 32, a distance of 1274.13 feet to a point; thence N 88 degrees 16'
47" E, a distance of 314.64 feet to the principal point and place
of beginning of the following description:

Thence due North, a distance of 438.51 feet to a point; thence
259.97 feet along an arc to the right, having a radius of 331.00
feet and a chord of 253.34 feet, bearing N 22 degrees, 30' 00" E, to a
point; thence N 45 degrees 00', 00" E, a distance of 102.22 feet to a
point; thence S 45 degrees 00' 00" E, a distance of 231.63 feet to a
point; thence N 45 degrees 00' 00" E, a distance of 31.50 feet to a point;
thence S 45 degrees 00' 00" E, a distance of 265.98 feet to a point;
thence due East, a distance of 84.63 feet to a point; thence due
South, a distance of 407.00 feet to a point; thence due West, a
distance of 194.94 feet to a point; thence S 45 degrees 00' 00" W, a
distance of 410.62 feet to a point; thence N 45 degrees 00' 00" W, a
distance of 62.43 feet to a point; thence 264.30 feet, along an arc
to the right, having a radius of 336.52 feet and a chord of 257.56
feet, bearing N 22 degrees 30' 00" W to the principal point and place of
beginning and containing 9.823 acres of land, more or less.
EXHIBIT A-2
MIAMI INTERNATIONAL MALL
FEDERATED SITE
4.235 AC.

Being a parcel of land located within Section 32, Township 53
South, Range 40 East, lying and being in Dade County, Florida and
further bounded and described as follows:

Beginning at a pipe in concrete marking the Southwest corner of
said Section 32, thence N 1 degrees 43' 13" W, along the West line of said
Section 32, a distance of 2644.15 feet to a point; thence N 89 degrees 38'
52" E, a distance of 1717.66 feet to the principal point and place
of beginning of the following description:

Thence continuing N 89 degrees 38' 52" E, a distance of 532.59 feet to a
point; thence S 1 degrees 43' 13" E, a distance of 476.94 feet to a point;
thence S 45 degrees 00' 00" W, a distance of 105.72 feet to a point;
thence N 45 degrees 00' 00" W, a distance of 721.50 feet to a point;
thence N 45 degrees 00' 00" E, a distance of 53.79 feet to the principal
point and place of beginning and containing 4.235 acres of land,
more or less.
EXHIBIT A-2
MIAMI INTERNATIONAL MALL
PENNEY SITE
9.619 ACRES

Being a parcel of land located within Section 32, Township 53
South, Range 40 East, lying and being in Dade County, Florida and
further bounded and described as follows:

Beginning at a pipe in concrete marking the southwest corner of
said Section 32, thence N 89 degrees 20' 56" E along the south line of
Section 32, a distance of 2250.00 feet to a point; thence N 01 degrees 43'
13" W, a distance of 1149.03 feet to a point; thence S 88 degrees 16' 47"
W, a distance of 45.00 feet to a point; thence N 01 degrees 43' 13" W, a
distance of 263.14 feet to a point, said point being the principal
point and place of beginning of the following description:

Thence due west, a distance of 244.73 feet to a point; thence due
north, a distance of 102.00 feet to a point; thence due west, a
distance of 432.00 feet to a point; thence due north, a distance of
386.97 feet to a point; thence N 45 degrees 00' 00" E, a distance of 532
.98 feet to a point; thence S 45 degrees 00' 00" E, a distance of 274.31
feet to a point; thence 237.94 feet along an arc to the right,
having a radius of 315.00 feet and a central angle of 43 degrees 16' 47"
to a point; thence S 01 degrees 43' 13" E, a distance of 458.80 feet to a
point, said point being the principal point and place of beginning
and containing 9.619 acres of land more or less.
PARCEL TWO

Being a parcel of land located within Section 32, Township 53
South, Range 40 East, lying and being in Dade County, Florida and
further bounded and described as follows:

Beginning at a pipe in concrete marking the Southwest corner of
said Section 32, thence N 89 degrees 20' 56" E along the South line of
said Section 32 a distance of 1496.98 feet to a point, said point
also being on the South right-of-way line of N.W. 12th Street;
thence N 89 degrees 20' 56" E along the South line of said section and
also the South right-of-way line of N.W. 12th Street a distance of
753.02 feet to a point; thence N 01 degrees 43' 13" W a distance of 320.81
feet to the principal point and place of beginning of the following
description:

Thence S 89 degrees 20' 56" W a distance of 434.74 feet to a point; thence
N 34 degrees 00' 00" W a distance of 81.20 feet to a point; thence N 45 degrees
00' 00" E a distance of 442.07 feet to a point; thence N 89 degrees 20'
56" E a distance of 156.22 feet to a point; thence S 01 degrees 43' 13"
E a distance of 376.91 feet to the point of beginning and
containing 2.960 acres of land more or less, but subject to all
legal highways and easements of record.

PARCEL THREE
Easement Parcels

Together with all easement rights in and to that certain Easement
and Operating Agreement dated April 13, 1982, by and among Sears,
Roebuck & Company, Alstores Realty Corporation, Jordan Marsh
Company, Federated Department Stores, Inc., Associated Dry Goods
Corporation and West Dade County Associates recorded on April 15,
1982 in Official Records Book 11411, Page 1044, Public Records of
Dade County, Florida, as amended by First Amendment to the Easement
and Operating Agreement dated October 22, 1991, by and among Sears,
Roebuck & Company, Allied Stores General/Real Estate Company, Maas,
Inc., Burdines Real Estate, Inc., J.C. Penney Company, Inc.,
Mervyn's and West Dade County Associates and recorded October 22,
1991 in Official Records Book 15238, Page 2289, Public Records of
Dade County, Florida.
EXHIBIT "B"
SCHEDULE OF LEASED ASSETS

Xerox copier and four Mobile-Com pagers.

LOAN NO. 6 100 405

FUTURE ADVANCE PROMISSORY NOTE

$2,714,289.61 December __, 1993

FOR VALUE RECEIVED, the undersigned, WEST DADE COUNTY ASSOCIATES, a
Florida general partnership, having offices in care of The Edward J. DeBartolo
Corporation, 7620 Market Street, Youngstown, Ohio 44513-6085 ("Borrower")
promises to pay to the order of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
("Lender"), (Lender and its successors and assigns who become holders of this
Note are hereinafter collectively referred to as "Holder"), by Federal wire
transfer to Holder at Morgan Guaranty Trust Company (ABA # 0210 00 238), 23
Wall Street, New York, New York 10019, Account No. 05054493, referencing Loan
No. 6 100 405, or at such other place or manner as Holder may from time to
time designate, the principal sum of TWO MILLION SEVEN HUNDRED FOURTEEN
THOUSAND TWO HUNDRED EIGHTY-NINE AND 61/100THS DOLLARS ($2,714,289.61), or so
much thereof as may be advanced by Holder to Borrower, together with interest
on the Principal Balance from the date hereof until paid at the rates provided
herein.

"Acceleration Notice" shall have the meaning set forth
in Paragraph 5.1 of this Note.

"DeBartolo" means DeBartolo, Inc.

"DeBartolo Cap" shall have the meaning set forth in
Paragraph 18 of this Note.

"Discount Rate" means the rate which, when compounded
monthly, is equivalent to the Treasury Rate when compounded semi-annually.

"DRC" means DeBartolo Realty Corporation, an Ohio
corporation.

"DRPLP" means DeBartolo Realty Partnership, L.P., a
Delaware limited partnership.

"DeBartolo Loan Parties" shall have the meaning set
forth in Paragraph 18 of this Note.

"Exculpated Parties" shall have the meaning set forth in
Paragraph 18 of this Note.

"Interest Rate" means a rate of
interest per annum of six and ninety-one hundredths percent (6.91%).

"JMB Cap" shall have the meaning set forth in Paragraph
18 of this Note.

"JMB Loan Parties" shall have the meaning set forth in
Paragraph 18 of this Note.

"Loan Documents" means this Note, the Security
Instrument, the Modified and Restated Assignment of Lessor's Interest in
Leases, the Agreement of Consolidation, Modification, Renewal and Restatement,
the Hazardous Substances Remediation and Indemnification Agreement between
Borrower, the Other Loan Parties and Lender of even date herewith, the Other
Loan Party Agreement by and between the Other Loan Parties and Lender of even
date herewith and all other documents now or hereafter governing, securing or
evidencing the Indebtedness (as such term is defined in the Security
Instrument).

"Loan" means the loan evidenced by this Note.

"Maturity" shall mean the Maturity Date or such earlier
date as the entire principal balance of the Note may be due and payable by
acceleration by the Holder as provided in this Note.

"Maturity Date" means the 10th day of January, 1994.

"Maximum Rate" shall have the meaning set forth in
Paragraph 15 of this Note.

"Monthly Due Date" means the 10th day of each calendar
month during the term of the Loan.

"Monthly Late Charge" means a late charge equal to four
percent (4%) of the monthly interest payment or monthly principal and interest
payment.

"Other Loan Party" means any one of the Other Loan
Parties.

"Other Loan Parties" shall have the meaning set forth in
the Security Instrument.

"Per Diem Late Charge" means a late charge of $1,000.00
per day.

"Prepayment Date" means any date, prior to the Maturity
Date, upon which all or any portion of the Principal Balance is prepaid.

"Prepayment Premium" shall have the meaning set forth in
Paragraph 6.2 of this Note.

"Present Value of the Loan" shall be determined by
discounting all scheduled payments of principal and interest, remaining to the
Maturity Date with respect to the amount being prepaid, at the Discount Rate.
If prepayment occurs on a date other than a regularly scheduled payment date,
the actual number of days remaining from the Prepayment Date to the next
regularly scheduled payment date will be used to discount within this period.

"Principal Balance" means the outstanding principal
balance of this Note from time to time outstanding.

2. Payments.

2.1 Principal and interest hereunder shall be payable by
Borrower to Holder as follows:

(i) Interest only, in arrears, from the date of
the Note through the 10th day of January, 1994 payable on the 10th day of
January, 1994; and

(ii) In any event, the entire unpaid balance of
principal and accrued interest shall be due and payable on the Maturity Date.
For any partial month, interest payments due under this Note shall be computed
by dividing the actual number of days the Loan is outstanding by three hundred
and sixty-five (365) days multiplied by the Principal Balance multiplied by
the Interest Rate or Secondary Interest Rate, as the case may be.

2.3 THIS LOAN IS PAYABLE IN FULL ON THE 10TH DAY OF
JANUARY, 1994. ON SAID MATURITY DATE YOU MUST REPAY THE ENTIRE PRINCIPAL
BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE. THE PAYEE IS UNDER NO
OBLIGATION TO RENEW, EXTEND OR REFINANCE THE LOAN AT THAT TIME. YOU WILL
THEREFORE BE REQUIRED TO MAKE PAYMENT OUT OF THE COLLATERAL AND OTHER ASSETS
YOU OWN ON THE MATURITY DATE UNLESS YOU FIND ANOTHER LENDER WHICH FUNDS AN
AMOUNT SUFFICIENT TO ALLOW YOU TO PAY OFF THIS LOAN ON THE MATURITY DATE.

2.4 If the date for any payment hereunder falls on a day
which is not a Business Day, then for all purposes hereof the same shall be
deemed to have fallen on the next succeeding Business Day, and such extension
of time shall in such case be included in the computation of interest
hereunder.

4. Late Charges.

4.1If any monthly interest payment or monthly principal
and interest payment is not paid in full on or before the Monthly Due Date for
such payment, then a Per Diem Late Charge shall be assessed for each day that
such payment is not paid from (and including) the first day after such Monthly
Due Date to (and including) the date upon which such payment is made;
provided, however, that if any such monthly interest payment or monthly
principal and interest payment, together with all accrued Per Diem Late
Charges, is not paid in full on or before the fifteenth day immediately
following such Monthly Due Date for such payment, the Monthly Late Charge
shall be deemed to be immediately assessed and shall be immediately due and
payable as to such payment. The Monthly Late Charge shall be payable in lieu
of and not in addition to any Per Diem Late Charges that shall have accrued
during the two-week period immediately preceding the assessment of the Monthly
Late Charge. Borrower acknowledges and agrees that its failure to make timely
payments will result in Holder incurring additional expense in servicing the
Loan, and that it is extremely difficult and impractical to ascertain the
extent of such damages, and that the Per Diem Late Charge and Monthly Late
Charge represent a fair and reasonable estimate, considering all of the
circumstances existing on the date of the execution of this Note, of the costs
that Holder will incur by reason of any such late payments. Acceptance of any
Per Diem Late Charge and Monthly Late Charge shall not constitute a waiver of
the default with respect to the late payment, and shall not prevent Holder
from exercising any of the other rights or remedies available hereunder or at
law or in equity.

4.2 The foregoing Per Diem Late Charge and Monthly Late
Charge obligations shall not be assessed or imposed, and payments due under
this Note shall not be deemed delinquent due to delays attributable to acts or
causes directly related to the Electronic Fund Transfer System and beyond the
control of Borrower.

5. Event of Default and Secondary Interest.

6. Prepayment.

(1) is the product of (a) 1% of the principal amount
of the Loan being prepaid multiplied by (b) the quotient of (i) the number of
full months remaining to maturity of the Loan as of the Prepayment Date
divided by (ii) the number of full months comprising the term of the Loan;
and,

(2) is an amount equal to the Present Value of the
Loan less the amount of principal being prepaid including accrued interest, if
any, calculated as of the Prepayment Date.

9. Borrower's Waivers.

9.1 Except as expressly provided for in the Loan
Documents Borrower and any endorsers of this Note, and each of them, hereby
waive diligence, demand, presentment for payment, notice of non-payment,
protest and notice of protest, and specifically consent to and waive notice of
any renewals or extensions of this Note, whether made to or in favor of
Borrower or any other person or persons. Borrower and any endorsers of this
Note expressly waive all right to the benefit of any statute of limitations
and any moratorium, reinstatement, marshalling, forbearance, extension,
redemption, or appraisement now or hereafter provided by the Constitution and
the laws of the United States and of any state thereof, as a defense to any
demand against Borrower or any such endorsers, to the fullest extent permitted
by law.

9.2 WAIVER OF TRIAL BY JURY.

BORROWER HEREBY WAIVES,TO THE FULLEST EXTENT PERMITTED
BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
FILED BY BORROWER OR HOLDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING
DIRECTLY OR INDIRECTLY TO THIS NOTE, THE LOAN, THE LOAN DOCUMENTS OR ANY ACTS
OR OMISSIONS OF LENDER IN CONNECTION THEREWITH.

10. Transfers by Holder. This Note or any interest in this Note and
the Loan Documents may be hypothecated, transferred or assigned by Holder
without the prior consent of Borrower; provided, however, that Lender, upon
the written request of Borrower made not more frequently than once during any
calendar year shall disclose to Borrower the identity of all participants in
the Loan and all assignees of the Loan.

11. Amendment. This Note may be amended or modified only by an
instrument in writing which by its express terms refers to this Note and which
is duly executed by the party sought to be bound thereby.

13. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of Florida.

14. Time. Time is of the essence with respect to each and every
term and provision of this Note.

15. No Usury. Under no circumstances shall the aggregate amount
paid or agreed to be paid hereunder exceed the highest lawful rate permitted
under applicable usury law (the "Maximum Rate") and the payment obligations of
Borrower under this Note are hereby limited accordingly. If under any
circumstances, whether by reason of advancement or acceleration of the unpaid
principal balance hereof or otherwise, the aggregate amounts paid on this Note
shall include amounts which by law are deemed interest and which would exceed
the Maximum Rate, Borrower stipulates that payment and collection of such
excess amounts shall have been and will be deemed to have been the result of a
mistake on the part of both Borrower and Holder, and the party receiving such
excess payments shall promptly credit such excess (to the extent only of such
interest payments in excess of the Maximum Rate) against the unpaid principal
balance hereof (without payment of any prepayment premium) and any portion of
such excess payments not capable of being so credited shall be refunded to
Borrower.

16. Notices. All notices, consents and other communications
required or permitted by this Note shall be in writing and shall be given in
the manner set forth in the Security Instrument.

17. Attorneys' Fees. The undersigned agrees to pay all costs,
including reasonable attorneys' fee and expenses, incurred by Holder in
enforcing payment or collection of this Note or the terms of any Loan Document
in accordance with the Loan Documents (as reasonably construed by Holder),
whether or not suit is filed.

18. Limitation on Personal Liability. Holder agrees, subject to the
specific exceptions set forth below and not as to any Loan Document which
expressly states it is not subject, in whole or in part, to this Limitation on
Personal Liability provision (including, but not by way of limitation, the
Hazardous Substances Remediation and Indemnification Agreement of even date
herewith between Borrower, the Other Loan Parties and Lender and the Other
Loan Party Agreement by and between the Other Loan Parties and Lender of even
date herewith), to the extent the provisions of any such Loan Document
expressly provides that all or any part of this paragraph is not applicable to
any such document, that in enforcing any obligations under the Loan Documents
its sole recourse shall be limited to the collateral for the Loan and it will
look solely and only to such collateral in enforcing any such obligations.
Further, subject to the specific exceptions set forth below and excluding any
Loan Document which expressly states that it is not subject to this Limitation
on Personal Liability provision to the extent the provisions of any such Loan
Document expressly provides that all or any part of this paragraph is not
applicable to any such document, neither Borrower, its partners nor any other
Loan Party ("Exculpated Parties") shall have any personal liability under the
Loan Documents, except that Borrower, its general partners (but not the
partners of such parties unless they are also Other Loan Parties and/or any
negative capital accounts of any partners not created for the purpose of
evading liability hereunder), and the Other Loan Parties (but not the partners
of such parties unless they are also other Loan Parties and/or any negative
capital accounts of any partners not created for the purpose of evading
liability hereunder) shall be jointly and severally liable for the payment of
taxes, assessments and utility charges with respect to the Real Estate
Security or any part thereof which become due and payable prior to the
earlier to occur of (x) the Holder taking possession of the Real Estate
Security, (y) the appointment of a receiver for the Real Estate Security or
(z) the issuance of a certificate of title pursuant to a foreclosure sale of
the Real Estate Security or upon Holder's acceptance of, in its sole
discretion without regard to the Standard of Conduct, a deed-in-lieu of
foreclosure and such joint and several liability as provided for under the
ERISA paragraphs of the Security Instrument including the indemnification
provisions thereof and for the Indemnity Obligations under and as defined in
the Hazardous Substances Remediation and Indemnification Agreement of even
date herewith between Borrower, the other Loan Parties and Lender and for the
obligations of the Other Loan Parties under the Other Loan Party Agreement by
and between the Other Loan Parties and Lender of even date herewith. Without
limitation on the foregoing and notwithstanding anything to the contrary
herein, in no event shall any of the partners, officers, directors, employees,
or shareholders of the Exculpated Parties have any personal liability under
the Loan Documents (unless they are either an entity which is a general
partner of Borrower or an entity which is an Other Loan Party) and any
negative capital account of any partners not created for the purpose of
evading liability hereunder, shall not be available as collateral to the
Holder. Moreover, after written notice from Holder to the Exculpated Parties,
the agreement not to pursue recourse liability SHALL BECOME NULL AND VOID and
of no further force and effect as to Borrower, its general partners and the
other Loan Parties (but not the officers, directors, employees, or
shareholders of Borrower's general partners and of the Other Loan Parties, any
partners of Borrower's general partners unless they are also Other Loan
Parties and any partners of the Other Loan Parties unless they are also Other
Loan Parties nor any negative capital accounts of any partner not created for
the purpose of evading any liability hereunder) in the event:

(a) of actionable fraud or intentional material
misrepresentation in connection with the Loan not cured within thirty (30)
days after written notice of the same from Holder to Borrower (but not in
addition to any cure period applicable to any written notice of default by
Holder to Borrower given under the Loan Documents based on such occurrences);
or

(b) of the misapplication of (i) proceeds paid under any
insurance policies by reason of damage, loss or destruction affecting any
portion of the collateral for the Loan (to the full extent of such proceeds
that were misapplied) not cured within thirty (30) days after written notice
of the same from Holder to Borrower (but not in addition to any cure period
applicable to any written notice of default by Holder to Borrower given under
the Loan Documents based on such occurrences) (ii) any proceeds or awards
resulting from the condemnation of all or any part of the collateral for the
Loan (to the full extent of such proceeds or awards that were misapplied) not
cured within thirty (30) days after written notice of the same from Holder to
Borrower (but not in addition to any cure period applicable to any written
notice of default by Holder to Borrower given under the Loan Documents based
on such occurrences) or (iii) rents received after receipt by Borrower of any
notice to which Borrower may be entitled, if any, of default or of foreclosure
or of exercise of other remedies by Holder upon a default by Borrower; or

(c) of any tenant security deposits not turned over to
Holder upon foreclosure or sale pursuant to power of sale if, at such time,
there is a legal duty to return said tenant security deposit to the depositing
tenant, now or in the future, under the provisions of any such tenant's lease
or under Florida law; or

(d)of any intentional waste of any part of the
collateral for the Loan not cured within thirty (30) days after written notice
of the same from Holder to Borrower (but not in addition to any cure period
applicable to any written notice of default by Holder to Borrower given under
the Loan Documents based on such occurrences).

The recourse liability resulting from (b), (c) and (d) above shall apply only
to the extent of the lesser of (x) the amount involved in (b), (c), and (d)
above, as applicable, and (y) the amount (the "Deficiency Amount"), if any, by
which the sums owed under the Loan Documents exceed the fair market value of
the collateral for the loan at the time of any foreclosure sale or deed in
lieu of foreclosure as to said collateral.

The foregoing provisions shall not limit or diminish Holder's other rights and
remedies with respect to the collateral for the loan under any provisions of
the Loan Documents or at law and in equity, including, without limitation, the
right to foreclose, nor shall such provisions limit or diminish Holder's
rights and remedies under any provisions of the Loan Documents in seeking
personal liability therefor as to any of the above specific exceptions to the
Limitation on Personal Liability provisions or as to any Loan Document which
expressly states it is not subject to the above Limitation on Personal
Liability provisions.

The JMB Cap and DeBartolo Cap shall not cause or create any obligation of
Holder to collect all or any portion of the sums due hereunder or to enforce
any obligation of Borrower, the JMB Loan Parties or the DeBartolo Loan Parties
hereunder or of Borrower under the Loan Documents or to exercise any of
Holder's rights or remedies as to the collateral for the Loan. The liability
of the JMB Loan Parties, the DeBartolo Loan Parties and Borrower are primary
and absolute obligations of each subject to the JMB Cap, in the case of the
JMB Loan Parties, and the DeBartolo Cap, in the case of the DeBartolo Loan
Parties. After a transfer pursuant to the provisions of Paragraph 4.2.E of
the Security Instrument, the JMB Cap and DeBartolo Cap will no longer be
applicable to the transferee pursuant to the provisions of Paragraph 4.2.E of
the Security Instrument (transfers between JMB and DeBartolo Affiliates).
Further, the Borrower and Other Loan Parties may qualify for a release from
their recourse obligations under the Loan Documents under certain
circumstances and subject to the requirements of Paragraph 4.2.B.(3) of the
Security Instrument and the certain transferring Other Loan Parties and/or
affiliates of the transferring Other Loan Parties may qualify for a release
from their recourse obligations under the Loan Documents under certain
circumstances and subject to the requirements of Paragraph 4.2.K of the
Security Instrument.

EXECUTION AND NOTARIZATION PAGES FOLLOW
WEST DADE COUNTY ASSOCIATES,
a Florida general partnership

By:JMB/Miami International Associates,
an Illinois general partnership
as general partner of West Dade
County Associates

By:JMB Income Properties, Ltd.- XIII,
an Illinois limited partnership
as general partner of JMB/Miami
International Associates

By:JMB Realty Corporation, a Delaware
corporation as Managing General Partner of
JMB Income Properties, Ltd.-XIII

By:_______________________
(signed name)

_______________________
(printed name)

Its:_______________________
(title)

[CORPORATE SEAL]

By:Urban Shopping Centers, L.P., an Illinois limited
partnership as general partner of JMB/Miami
International Associates

By:Urban Shopping Centers, Inc., a Maryland
corporation as general partner of Urban
Shopping Centers, L.P.

By:_______________________
(signed name)

_______________________
(printed name)

Its:______________________
(title)

[CORPORATE SEAL]

By:IDS/JMB Balanced Income Growth, Ltd., an
Illinois limited partnership as general
partner of JMB/Miami International

Associates

By:Income Growth Managers, Inc., an
Illinois corporation as general
partner of IDS/JMB Balanced Income
Growth, Ltd.

By:_______________________
(signed name)

_______________________
(printed name)

Its:_______________________
(title)

[CORPORATE SEAL]

By:DeBartolo-Miami Associates,
an Ohio general partnership as
general partner of West Dade
County Associates

By:____________________________________
Edward J. DeBartolo, general partner of
DeBartolo-Miami Associates

By:DeBartolo Realty Partnership, L.P., a
Delaware limited partnership as general
partner of DeBartolo-Miami Associates

By:Coral Square Associates, an Ohio
general partnership, as a general
partner of DeBartolo Realty Partnership, L.P.

By: ___________________
(signed name)

___________________
(printed name)

Its:___________________
(title)

By:The Edward J. DeBartolo Corporation,
an Ohio corporation, as a general
partner of DeBartolo Realty

By:_______________________
(signed name)

_______________________
(printed name)

Its:_______________________
(title)

[Corporate seal]

By:M-I Mall, Inc., a Florida
corporation as general partner of
West Dade County Associates

By:_______________________
(signed name)

_______________________
(printed name)

Its:_______________________
(title)

[CORPORATE SEAL]

By:DeBartolo Realty Partnership,
L.P., a Delaware limited
partnership as general partner
of West Dade County Associates

By:Coral Square Associates, an Ohio general
partnership, as general partner of
DeBartolo Realty Partnership, L.P.

By:_______________________
(signed name)

_______________________
(printed name)

Its:_______________________
(title)

By:The Edward J. DeBartolo
Corporation, an Ohio corporation,
as a general partner of DeBartolo
Realty Partnership, L.P.

By:______________________
(signed name)

______________________
(printed name)

Its:______________________
(title)

[CORPORATE SEAL]

<PAGE>
STATE OF _______ )
) ss.
COUNTY OF ______ )

BEFORE ME, a Notary Public in and for said County and
State on the date below, personally appeared __________________, the
_______________ of JMB Realty Corporation, a Delaware corporation, as general
partner and on behalf of JMB Income Properties, Ltd.-XIII, an Illinois limited
partnership acting as general partner and on behalf of JMB/Miami International
Associates, an Illinois general partnership acting as general partner of and
on behalf of West Dade County Associates, a Florida general partnership and
acknowledged that he/she/they executed the foregoing instrument on behalf of
JMB Realty Corporation, acting as general partner and on behalf of JMB Income
Properties, Ltd.-XIII acting as general partner and on behalf of JMB/Miami
International Associates, an Illinois general partnership acting as general
partner of and on behalf of West Dade County Associates, a Florida general
partnership.

Said person or persons did not take an oath and are
personally known to me or have produced one of the following items of
identification which is current or has been issued within the past five (5)
years and bears a serial or other identifying number: a driver's license
issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this
____ day of _____________, 199_.

_______________________________
Signature of Notary Public

_______________________________
Printed Name of Notary Public

My Commission expires:

_______________________________

[Notary Seal]

<PAGE>
STATE OF ________ )
) ss.
COUNTY OF _______ )

BEFORE ME, a Notary Public in and for said County and
State on the
date below, personally appeared ____________________ the ________________ of
Urban Shopping Centers, Inc., a Maryland corporation, as general partner and
on behalf of Urban Shopping Centers, L.P., an Illinois limited partnership
acting as general partner and on behalf of JMB/Miami International Associates,
an Illinois general partnership acting as general partner of and on behalf of
West Dade County Associates, a Florida general partnership and acknowledged
that he/she/they executed the foregoing instrument on behalf of Urban Shopping
Centers, Inc. acting as general partner and on behalf of Urban Shopping
Centers, L.P., acting as general partner and on behalf of JMB/Miami
International Associates acting as general partner and on behalf of West Dade
County Associates.

Said person or persons did not take an oath and are
personally known to me or have produced one of the following items of
identification which is current or has been issued within the past five (5)
years and bears a serial or other identifying number: a driver's license
issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this
____ day of _______________, 199_.

_______________________________
Signature of Notary Public

_______________________________
Printed Name of Notary Public

My Commission expires:

_______________________________

[Notary Seal]

<PAGE>
STATE OF ________ )
) ss.
COUNTY OF _______ )

BEFORE ME, a Notary Public in and for said County and
State on the date below, personally appeared ___________________ the
__________________ of Income Growth Managers, Inc., an Illinois corporation,
as general partner and on behalf of IDS/JMB Balanced Growth, Ltd., an Illinois
limited partnership acting as general partner and on behalf of JMB/Miami
International Associates, an Illinois general partnership acting as general
partner of and on behalf of West Dade County Associates, a Florida general
partnership and acknowledged that he/she/they executed the foregoing
instrument on behalf of Income Growth Managers, Inc. acting as general partner
and on behalf of IDS/JMB Balanced Growth, Ltd. acting as general partner and
on behalf of JMB/Miami International Associates acting as general partner and
on behalf of West Dade County Associates.

Said person or persons did not take an oath and are
personally known to me or have produced one of the following items of
identification which is current or has been issued within the past five (5)
years and bears a serial or other identifying number: a driver's license
issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this
____ day of ________________, 199_.

_______________________________
Signature of Notary Public

_______________________________
Printed Name of Notary Public

My Commission expires:

_______________________________

[Notary Seal]
<PAGE>
STATE OF ________ )
) ss.
COUNTY OF _______ )

BEFORE ME, a Notary Public in and for said County and
State on the date below, personally appeared EDWARD J. DeBARTOLO as general
partner and on behalf of DeBartolo-Miami Associates, an Ohio general
partnership acting as general partner and on behalf of West Dade County
Associates, a Florida general partnership and acknowledged that he executed
the foregoing instrument as general partner and on behalf of DeBartolo-Miami
Associates as general partner and on behalf of West Dade County Associates.

Said person or persons did not take an oath and are
personally known to me or have produced one of the following items of
identification which is current or has been issued within the past five (5)
years and bears a serial or other identifying number: a driver's license
issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this
____ day of _____________, 199_.

_______________________________
Signature of Notary Public

_______________________________
Printed Name of Notary Public

My Commission expires:

_______________________________

[Notary Seal]
<PAGE>
STATE OF ________ )
) ss.
COUNTY OF _______ )

BEFORE ME, a Notary Public in and for said County and
State on the date below, personally appeared ____________________ as a general
partner of Coral Square Associates, an Ohio general partnership acting as a
general partner and on behalf of DeBartolo Realty Partnership L.P., a Delaware
limited partnership, as general partner and on behalf of DeBartolo-Miami
Associates, an Ohio general partnership acting as general partner and on
behalf of West Dade County Associates, a Florida general partnership and
acknowledged that he executed the foregoing instrument on behalf of Coral
Square Associates acting as general partner and on behalf of DeBartolo Realty
Partnership, L.P. acting as general partner and on behalf of DeBartolo-Miami
Associates acting as general partner and on behalf of West Dade County
Associates. Said person or persons did not take an oath and are personally
known to me or have produced one of the following items of identification
which is current or has been issued within the past five (5) years and bears a
serial or other identifying number: a driver's license issued by a State of
the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this
____ day of _______________, 199_.

_______________________________
Signature of Notary Public

_______________________________
Printed Name of Notary Public

My Commission expires:

_______________________________

[Notary Seal]
<PAGE>
STATE OF ________ )
) ss.
COUNTY OF _______ )

BEFORE ME, a Notary Public in and for said County and
State on the date below, personally appeared ________________, the
_________________ of The Edward J. DeBartolo Corporation, an Ohio corporation
acting as a general partner and on behalf of DeBartolo Realty Partnership
L.P., a Delaware limited partnership, as general partner and on behalf of
DeBartolo-Miami Associates, an Ohio general partnership acting as general
partner and on behalf of West Dade County Associates, a Florida general
partnership and acknowledged that he executed the foregoing instrument on
behalf of Coral Square Associates acting as general partner and on behalf of
DeBartolo Realty Partnership, L.P. acting as general partner and on behalf of
DeBartolo-Miami Associates acting as general partner and on behalf of West
Dade County Associates. Said person or persons did not take an oath and are
personally known to me or have produced one of the following items of
identification which is current or has been issued within the past five (5)
years and bears a serial or other identifying number: a driver's license
issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this
____ day of ________________, 199_.

_______________________________
Signature of Notary Public

_______________________________
Printed Name of Notary Public

My Commission expires:

_______________________________

[Notary Seal]
<PAGE>
STATE OF ________ )
) ss.
COUNTY OF _______ )

BEFORE ME, a Notary Public in and for said County and
State on the date below, personally appeared ________________, the
_____________ of M-I Mall, Inc., a Florida corporation acting as a general
partner of and on behalf of West Dade County Associates, a Florida general
partnership and acknowledged that he/she/they executed the foregoing
instrument as general partner and on behalf of West Dade County Associates.
Said person or persons did not take an oath and are personally known to me or
have produced one of the following items of identification which is current or
has been issued within the past five (5) years and bears a serial or other
identifying number: a driver's license issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this
____ day of ______________, 199_.

_______________________________
Signature of Notary Public

_______________________________
Printed Name of Notary Public

My Commission expires:

_______________________________

[Notary Seal]
<PAGE>
STATE OF ________ )
) ss.
COUNTY OF _______ )

BEFORE ME, a Notary Public in and for said County and
State on the date below, personally appeared ____________________ as a general
partner of Coral Square Associates, an Ohio general partnership acting as
general partner of and on behalf of DeBartolo Realty Partnership L.P., a
Delaware limited partnership acting as general partner and on behalf of West
Dade County Associates, a Florida general partnership and acknowledged that he
executed the foregoing instrument on behalf of Coral Square Associates acting
as general partner and on behalf of West Dade County Associates. Said person
or persons did not take an oath and are personally known to me or have
produced one of the following items of identification which is current or has
been issued within the past five (5) years and bears a serial or other
identifying number: a driver's license issued by a State of the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this
____ day of ________________, 199_.

_______________________________
Signature of Notary Public

_______________________________
Printed Name of Notary Public

My Commission expires:

_______________________________

[Notary Seal]
<PAGE>
STATE OF ________ )
) ss.
COUNTY OF _______ )

BEFORE ME, a Notary Public in and for said County and
State on the date below, personally appeared ______________, the
________________ of The Edward J. DeBartolo Corporation, an Ohio corporation
acting as general partner and on behalf of DeBartolo Realty Partnership L.P.,
a Delaware limited partnership acting as general partner and on behalf of West
Dade County Associates, a Florida general partnership and acknowledged that he
executed the foregoing instrument on behalf of The Edward J. DeBartolo Realty
Corporation, acting as general partner of and on behalf of DeBartolo Realty
Partnership, L.P., acting as general partner and on behalf of West Dade County
Associates. Said person or persons did not take an oath and are personally
known to me or have produced one of the following items of identification
which is current or has been issued within the past five (5) years and bears a
serial or other identifying number: a driver's license issued by a State of
the United States.

IN WITNESS WHEREOF, I have affixed my notarial seal this
____ day of ____________, 199_.

_______________________________
Signature of Notary Public

_______________________________
Printed Name of Notary Public

My Commission expires:

_______________________________

[Notary Seal]

Florida Documentary Stamps
in the amount of $__________
have been affixed to the
Modification, Renewal and
Restatement of Mortgage and
Security Agreement securing
this Note and said stamps
have been duly cancelled.

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and
directors of JMB Realty Corporation, the managing general partner of JMB
Income Properties, Ltd. - XIII, do hereby nominate, constitute and appoint
GARY NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name and
on behalf of the undersigned officer or directors a Report on Form 10-K of
said partnership for the fiscal year ended December 31, 1993, and any and all
amendments thereto, hereby ratifying and confirming all that said attorneys
and agents and any of them may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney
the 26th day of January, 1994.

STUART C. NATHAN
_________________________ Executive Vice President and Director of
Stuart C. Nathan General Partner

A. LEE SACKS
_________________________ Director of General Partner
A. Lee Sacks

The undersigned hereby acknowledge and accept such power of authority to
sign, in the name on behalf of the above named officer and directors, a Report
on Form 10-K of said partnership for the fiscal year ended December 31, 1993,
and any and all amendments thereto, the 26th day of January, 1994.

GARY NICKELE
______________________
Gary Nickele

GAILEN J. HULL
______________________
Gailen J. Hull

DENNIS M. QUINN
___________________________
Dennis M. Quinn

POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of JMB Realty Corporation, the managing general partner of JMB
INCOME PROPERTIES, LTD. - XIII, do hereby nominate, constitute and appoint
GARY NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name and
on behalf of the undersigned officer or directors a Report on Form 10-K of
said partnership for the fiscal year ended December 31, 1993, and any and all
amendments thereto, hereby ratifying and confirming all that said attorneys
and agents and any of them may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney
the 23rd day of March, 1994.

JUDD D. MALKIN
________________________________________ Chairman and Director
Judd D. Malkin

NEIL G. BLUHM
________________________________________ President and Director
Neil G. Bluhm

H. RIGEL BARBER
________________________________________ Chief Executive Officer
H. Rigel Barber

JEFFREY R. ROSENTHAL
________________________________________ Chief Financial Officer
Jeffrey R. Rosenthal

The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officer and directors, a
Report on Form 10-K of said partnership for the fiscal year ended December 31,
1993, and any and all amendments thereto, the 23rd day of March,
1994.

GARY NICKELE
_______________
Gary Nickele

GAILEN J. HULL
_________________

Gailen J. Hull

DENNIS M. QUINN
_________________

Dennis M. Quinn