SECURITIES AND EXCHANGE COMMISSION

                                      WASHINGTON, D.C. 20549

                                        -------------------



                                             FORM 8-K

                                          CURRENT REPORT
                             PURSUANT TO SECTION 13 OR 15(d) OF THE
                               SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) December 27, 1996 (December 18,
1996)

                                THE MACERICH COMPANY
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                 (Exact name of Registrant as Specified in Charter)

              Maryland                 1-12504          95-4448705
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    (State or Other Jurisdiction     (Commission      (IRS Employer
     of Incorporation)                File Number)     Identification No.)

             233 Wilshire Boulevard, Suite 700, Santa Monica, CA 90401
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                      (Address of Principal Executive Offices)

        Registrant's telephone number, including area code:  (310) 394-6911
                                                             --------------
                                       N/A
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             (Former Name or Former Address, if Changed Since Last Report)





                                       1
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS

On December 18, 1996, MR Fresno Limited Partnership, a majority owned 
subsidiary of The Macerich Company (the "Registrant") acquired Fresno Fashion 
Fair, a super regional mall containing approximately 882,000 square feet. 
Also on December 18, 1996, the MR Buenaventura Limited Partnership, a 
majority owned subsidiary of the Registrant, acquired Buenaventura Mall, a 
super regional mall containing approximately 808,000 square feet. A third 
property, Huntington Center, an 814,000 square foot retail center, was 
acquired by MR Huntington Limited Partnership, a majority owned subsidiary of 
the Registrant. The sellers of the assets were MCA Fresno Associates, L.P., 
MCA Buenaventura Associates, L.P, and MCA Huntington Associates, L.P. (the 
"Sellers"). The Sellers of the assets, in all three cases, were affiliates of 
each other.

The aggregate purchase price for the three properties, including closing 
costs, was approximately $125.1 million, and was determined in good faith 
arms length negotiations between Registrant and the Sellers. In negotiating 
the purchase price, the Registrant considered, among other factors, the 
malls' historical and projected cash flow, the nature and term of existing 
tenancies and leases, the current operating costs, the expansion 
availability, the physical condition of the property, and the terms and 
conditions of available financing. No independent appraisals were obtained by 
the Registrant. The purchase price consisted of assuming $38.0 million of 
debt, and the balance of the purchase price consisted of cash. The cash 
consideration was paid from the Registrant's general corporate funds and a 
$57 million unsecured commercial bank loan bearing interest at LIBOR plus 
1.625%. The Registrant intends to continue operating the malls as currently 
operated and leasing the space therein to national and local retailers.

Earnings before interest, taxes, depreciation and amortization, for the malls 
for 1995 was approximately $15.1 million (excluding the effect of straight 
lining of rents), and for the nine months ended September 30, 1996 was 
approximately $11.5 million.


The description contained herein of the transactions described above does not 
purport to be complete and is qualified in its entirety by reference to the 
Purchase Agreements which are filed as Exhibit 2.1, 2.2, and 2.3 hereto.

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Item 7. FINANCIAL STATEMENTS, PRO FORM FINANCIAL INFORMATION AND EXHIBITS

     a) Financial Statements of Business Acquired *

     b) Pro Forma Financial Information *

     c) Exhibits
       
        2.1 Agreement of Purchase and Sale dated November 22, 1996 between 
        MR Fresno Limited Partnership and MCA Fresno Associates, L.P.

        2.2 Purchase and Sale Agreement dated November 22, 1996 between 
        MR Buenaventura Limited Partnership and MCA Buenaventura Associates, 
        L.P.

        2.3 Purchase and Sale Agreement dated November 22, 1996 between 
        MR Huntington Limited Partnership and MCA Huntington Associates, L.P.








*It is impractical to provide the required financial statements and pro forma 
financial information regarding the acquisition of Fresno Fashion Fair, 
Buenaventura Mall, and Huntington Center at this time. The required financial 
statements and pro forma financial information will be filed under cover of 
Form 8-K/A as soon as possible, but not later than 60 days after the date on 
which this Current Report on Form 8-K must be filed.

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                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Santa Monica, State of 
California, on December 30, 1996.

                                           THE MACERICH COMPANY



                                           By: /s/ THOMAS O'HERN
                                              ---------------------------
                                                   Thomas O'Hern
                                                   Senior Vice President and
                                                   Chief Financial Officer






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                                     EXHIBIT INDEX

Exhibit No.                         Document                              Page
- -----------                         ---------                             ----

   2.1            Agreement of Purchase and Sale dated November 22,
                  1996 and between MR Fresno Limited Partnership
                  and MCA Fresno Associates, L.P.

   2.2            Purchase and Sale Agreement dated November 22,
                  1996 between MR Buenaventura Limited Partnership
                  and MCA Buenaventura Associates, L.P.


   2.3            Purchase and Sale Agreement dated November 22,
                  1996 between MR Huntington Limited Partnership
                  and MCA Huntington Associates, L.P.





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                                                                  FRESNO MALL
                  ______________________________________________

                               SALE-PURCHASE AGREEMENT
                                           
                                       between
                                           
                             MCA FRESNO ASSOCIATES, L.P.,
                                           
                                        Seller
                                           
                                         and
                                           
                            MR FRESNO LIMITED PARTNERSHIP,
                                           
                                      Purchaser
                                           
                            Dated as of November 22, 1996
                                                                  
                  ______________________________________________


                              TABLE OF CONTENTS

1. Sale of the Property..................................... 1

2. Purchase Price ...........................................2

3. Apportionments............................................3

4. Due Diligence Review and Closing Date.....................9

5. Permitted Encumbrances....................................9

6. Title.....................................................9

7. Representations and Warranties...........................12

8. Transfer Taxes...........................................18

9. Conditions Precedent to the Closing......................18

10. Documents to be Delivered by Seller at the Closing......22

11. Documents to be Delivered by Purchaser at the Closing...25

12. Operation of the Property prior to the Closing Date.....26

13. As Is...................................................29

14. Broker .................................................32

15. Casualty; Condemnation..................................32

16. Remedies................................................34

17. Seller's Indemnity......................................36

18. Purchaser's Indemnity...................................36
                                       
                                    (i)


19. Escrow..................................................37

20. Assignment .............................................40

21. Access to Records.......................................40

22. Notices.................................................40

23. Property Information and Confidentiality................43

24. Miscellaneous...........................................45

25. Fees and Expenses.......................................48

26. Return of the Downpayment...............................48


                                       (ii)



SALE-PURCHASE AGREEMENT (this "Agreement"), dated as of the 22 day of 
November, 1996, by and between MCA FRESNO ASSOCIATES, L.P., a Delaware 
limited partnership, having an office c/o LaSalle Advisors Limited, 355 South 
Grand Avenue, Suite 4280, Los Angeles, California 90071 ("Seller"), and MR 
FRESNO LIMITED PARTNERSHIP, a California limited partnership, having an 
office at 233 Wilshire Boulevard, Suite 700, Santa Monica, California 90401 
("Purchaser").

                                      WITNESSETH
                                           
   WHEREAS, Seller is the owner of the Property (as defined in Section 1), 
which Property constitutes a part of that certain shopping center commonly 
known as Fresno Fashion Fair Mall, County of Fresno and State of California 
(the "Shopping Center"); and

   WHEREAS, Seller and Purchaser desire to enter into an agreement whereby, 
subject to the terms and conditions contained herein, Seller shall sell the 
Property to Purchaser and Purchaser shall purchase the Property from Seller.

   NOW, THEREFORE, in consideration of ten dollars ($10.00) and the mutual 
covenants and agreements hereinafter set forth, and intending to be legally 
bound hereby, it is hereby agreed as follows:

1. SALE OF THE PROPERTY

   Seller agrees to sell and convey to Purchaser, and Purchaser agrees to 
purchase from Seller, at the price and upon the terms and conditions set 
forth in this Agreement, all those certain plots, pieces and parcels of land 
located in the County of Fresno and State of California, as more particularly 
described in SCHEDULE "1" annexed hereto and made a part hereof (the "Land"), 
together with (i) all buildings and other improvements situated on the Land 
(collectively, the "Buildings"), (ii) all easements, rights of way, 
reservations, privileges, appurtenances and other estates and rights of 
Seller pertaining to the Land and the Buildings, (iii) all right, title and 
interest of Seller in and to all fixtures, machinery, equipment, supplies and 
other articles of personal property attached or appurtenant to the Land or 
the Buildings or used in connection therewith, including, without limitation, 
all personal property listed on SCHEDULE "2" annexed hereto, but excluding 
property (x) removable by any tenants pursuant to their Leases (as defined 
below), (y) owned by public utility suppliers or (z) owned by any cleaning or 
other independent contractors (collectively, the "Personal Property"), 
(iv) all right, title and interest of Seller, if any, in and to all strips 
and gores, all alleys adjoining the Land, and the land lying in the bed of 
any street, road




or avenue, opened or proposed, in front of or adjoining the Land to the 
center line thereof, (v) all right, title and interest of Seller, if any, in 
and to any award made or to be made in lieu thereof and in and to any unpaid 
award for any taking by condemnation or any damages to the Land or the 
Buildings by reason of a change of grade of any street, road or avenue; 
(vi) Seller's interest in all leases and occupancy agreements with respect to 
the Land or Buildings ("Leases") and in all reciprocal easement or operating 
agreements with anchor tenants at the Shopping Center (the "Shopping Center 
Agreements"); (vii) Seller's interest in all Contracts (as defined in Section 
10(c)); and (viii) all right, title and interest of Seller, if any, in and to 
all intangible property owned by Seller with respect to the operation of the 
Property or the Shopping Center listed on SCHEDULE "3" annexed hereto, 
including, without limitation, the trade name "Fresno Fashion Fair Mall" 
(collectively, the "Intangible Property") (the Land, together with all of the 
foregoing items listed in clauses (i)-(viii) above, being hereinafter 
sometimes collectively referred to as the "Property").     

   2. PURCHASE PRICE  

   The purchase price to be paid by Purchaser to Seller for the Property (the
"Purchase Price") is Eighty Five Million One Hundred Twenty-Five Thousand and
No/100 Dollars ($85,125,000.00) payable as follows: 

   (a) Within two (2) business days after execution and delivery of this 
Agreement, Purchaser shall deliver the sum of One Million One Hundred 
Eighty-Three Thousand Seven Hundred Fifty and No/100 Dollars ($1,183,750.00) 
(the "Downpayment") to Commonwealth Land Title Insurance Company (the "Escrow 
Agent" or the "Title Company"), by a bank wire transfer of immediately 
available funds to an account designated by Escrow Agent. The Downpayment 
shall be held and disbursed by Escrow Agent in accordance with the terms of 
Section 19. If the Closing shall occur, Seller shall be entitled to receive 
the Downpayment and all interest accrued thereon, if any, and such interest 
shall be credited against the portion of the Purchase Price payable pursuant 
to Section 2(b). The definition of "Downpayment" shall further include all 
interest accrued thereon, if any; and 
   
   (b) Purchaser shall deliver the sum of $45,941,250, plus or minus the
apportionments set forth in Section 3 to be made on the Closing Date, at the 
Closing by bank wire transfer of immediately available funds to Seller's 
account or to the account or accounts of such other party or parties as may 
be designated by Seller on or before the Closing Date (as hereinafter 
defined), PROVIDED that Purchaser shall be entitled to a credit against the 
Purchase Price, and the Purchase Price shall be reduced by the amount of such 
credit, equal to the difference between (i)  
                                       2


$2,000,000 and (ii) the amounts paid by Seller as of the Closing Date on 
account of the Gottschalk Obligations (as hereinafter defined); and

   (c) The assumption by Purchaser of the existing first mortgage
debt on the Property, which has a present outstanding principal balance of 
$38,000,000 (the "First Mortgage Debt") pursuant to an Assumption Agreement 
(the "First Mortgage Debt Assumption Agreement") in the form of EXHIBIT "I" 
attached hereto (or such other form as may be reasonably required by the 
trustee under the Indenture of Trust (the "Trust Agreement"), dated as of 
October 11, 1994, between Seller and The First National Bank of Chicago, as 
Trustee (the "Trustee")). To the extent the outstanding principal balance of 
the First Mortgage Debt on the Closing Date (x) is less than $38,000,000, the 
Purchase Price shall be increased by such difference and (y) is greater than 
$38,000,000, the Purchase Price shall be reduced by such excess.

   3. APPORTIONMENTS

   (a) The following shall be apportioned between Seller and Purchaser at the
Closing as of midnight of the day preceding the Closing Date:

      (i) prepaid basic rents and other amounts payable by tenants (other than
"Recoveries" (as hereinafter defined)), if, as and when received;

      (ii) percentage rents as provided in Section 3(c)(ii) and
"Recoveries" as provided in Section 3(c)(iii);

      (iii) real estate taxes, water charges, sewer rents and vault charges,
if any, on the basis of the fiscal years, respectively, for which same have 
been assessed;

      (iv) salaries, wages, vacation pay and any other fringe benefits
(including, without limitation, social security; unemployment compensation; 
employee health, life and disability insurance; sick pay; and welfare and 
pension fund contributions, payments and deposits, if any) of all persons 
employed at the Property whose employment is not terminated at or prior to 
the Closing in each case to the extent Seller is responsible for such costs 
under the terms of the existing Management Agreement, dated as of September 
19, 1994, between Seller and Macerich Management Company ("Manager");

      (v) charges and payments under Contracts transferred to Purchaser;


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      (vi) any prepaid items to the extent not included in clauses (iii), 
(vii), (ix), (xi) and (xii), including, without limitation, fees for licenses 
which are transferred to Purchaser at the Closing and transferable annual 
permit and inspection fees but excluding prepaid financing and leasing costs 
(other than leasing costs set forth in Section 12(a)(ii));

      (vii) utilities, including, without limitation, telephone, water, sewer,
electricity and gas, on the basis of the most recently issued bills therefor, 
subject to adjustment after the Closing when the next bills are available, or 
if current meter readings are available, on the basis of such readings;

      (viii) deposits with telephone and other utility companies, and any other
persons or entities who supply goods or services in connection with the 
Property if same are assigned to Purchaser at the Closing, which shall be 
credited in their entirety to Seller;

      (ix) personal property taxes, if any, on the basis of the fiscal year for
which assessed;

      (x) Seller's share, if any, of all revenues from the operation of the
Property other than rents and Recoveries (including, without limitation, 
parking charges, and telephone booth and vending machine revenues), if, as 
and when received;

      (xi) trade association dues and trade subscriptions, if any;

      (xii) taxes payable by Seller relating to operations of the Property,
including, without limitation, business and occupancy taxes (to the extent 
the payment of such taxes inures to the benefit of Purchaser) and sales 
taxes, if any, but excluding Seller's income taxes;

      (xiii) interest on the First Mortgage Debt and any annual fees payable to
the Trustee (as hereinafter defined) under the terms of the First Mortgage 
Loan Documents (as hereinafter defined); and

      (xiv) such other revenues and operating expenses relating to the Property
as are customarily apportioned between sellers and purchasers of real 
properties of a type similar to the Property and located in the County of 
Fresno and State of California, PROVIDED that, except as set forth in Section 
12(a), there shall be no apportionment on account of leasing commissions, 
tenant allowances, free rent or other tenant concessions.

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      (b) If the Closing shall occur before a new real estate or personal
property tax rate is fixed, the apportionment of taxes at the Closing shall 
be upon the basis of the old tax rate for the preceding fiscal year applied 
to the latest assessed valuation. Promptly after the new tax rate is fixed, 
the apportionment of taxes shall be recomputed and any discrepancy resulting 
from such recomputation and any errors or omissions in computing 
apportionments at the Closing shall be promptly corrected and the proper 
party reimbursed, which obligations shall survive the Closing in accordance 
with Section 3(g).

      (c) (i) If on the Closing Date any tenant or any party to a Shopping 
Center Agreement is in arrears in the payment of rent or other charges 
(including Recoveries) or has not paid the rent or other charges (including 
Recoveries) payable by it for the month in which the Closing occurs (whether 
or not it is in arrears for such month on the Closing Date), any rents or 
other charges (including Recoveries) received by Purchaser or Seller from 
such tenant or party after the Closing shall be deemed first to be payment of 
money owed by such tenant or party to Purchaser in respect of periods 
subsequent to the Closing Date to the extent any such rent or other charges 
(including Recoveries) are due and payable on the date such payment is 
received (and, to the extent such payment relates to the rent or other 
charges (including Recoveries) due for the month in which the Closing occurs, 
shall be pro-rated between Seller and Purchaser) and any balance shall be 
deemed to be payment of rent and/or other charges (including Recoveries) in 
arrears on the Closing Date and shall be paid over to Seller in an amount up 
to the balance to which Seller is entitled. Notwithstanding anything to the 
contrary contained herein, all rent or other sums received from a tenant or a 
party to a Shopping Center Agreement which is designated by the tenant or 
such party as a payment of a certain invoice or for a certain period shall be 
applied as so designated.

      (ii) Any percentage rentals received after the Closing Date and
attributable entirely or in part to the lease year in which the Closing Date 
occurs shall be allocated between Purchaser and Seller such that Seller's 
share with respect to each tenant shall be an amount equal to the total 
percentage rentals received for such tenant's lease year, multiplied by a 
fraction equal to that portion of such tenant's lease year preceding the 
Closing Date over the entire lease year, PROVIDED that with respect to any 
tenant who pays percentage rent only, such calculation shall be made based on 
the 1996 calendar year (or portion thereof in which such tenant was paying 
percentage rent only) in lieu of the lease year for percentage rent specified 
in such tenant's Lease. There shall be deducted from the amounts due to 
Seller any sums Seller may have received from tenants on account of such 
percentage rents, unless previously adjusted. If Seller has received more 
than its appropriate share, the same shall be promptly paid to Purchaser.

      (iii) (a) As used herein,

                                       5



                  (i) "Recoveries" shall mean all common area maintenance 
             charges, enclosed mall maintenance charges, real estate taxes, 
             personal property taxes and other reimbursable charges for the 
             1996 calendar year for each such item to the extent denominated 
             as such charges or other expenses in Leases or Shopping Center 
             Agreements.
             
                   (ii) "Recoverable Expenses" shall mean any operating 
             expenses of the Property for which funds are collected as 
             Recoveries under the Leases or Shopping Center Agreements for 
             the 1996 calendar year for each such item.
             
                   (iii) "Recovery Rate" shall mean a fraction, the numerator 
             of which is the total aggregate Recoveries with respect 
             to the Property for the 1996 calendar year and the denominator 
             of which is the total aggregate Recoverable Expenses with 
             respect to the Property for the 1996 calendar year.
             
             (b) Notwithstanding anything to the contrary contained herein, all 
          Recoveries with respect to the Property shall be prorated on the 
          following basis:
            
                  (i) At the Closing, Recoveries shall be prorated based 
             upon the estimated Recovery Rate (which shall be equal to 
             the Recovery Rate actually experienced
             through October 31, 1996 with respect to Recoverable 
             Expenses in the 1996 calendar year). At the Closing, Seller 
             shall receive an additional payment or Purchaser shall receive 
             a credit against the Purchase Price, in each case as
             described below, equal to the difference between:
            
                        (1) the Recoveries for the 1996 calendar year billed 
                            through the Closing, and
                        
                        (2) the product of (x) the Recoverable Expenses 
                            incurred (on an accrual basis) for the 1996 
                            calendar year prior to the Closing 
                            ("Pre-Closing Recoverable Expenses"), and 
                            (y) the estimated Recovery Rate.
            
            If the difference between clause (1) and clause (2) above is 
            negative, then Seller shall be entitled to receive, in 
            addition to the Purchase Price, an amount equal to such 
            negative difference at the Closing. If the difference 
            between clause (1) and clause (2) above is positive, then 
            Purchaser shall be entitled to receive at the
            
                                       6

            
            Closing a credit against the Purchase Price in an amount equal 
            to such positive difference.
            
               (ii) Upon the determination of the actual Recovery Rate for the 
            1996 calendar year, the actual Recovery Rate will be compared to 
            the estimated Recovery Rate used at the Closing. If the actual 
            Recovery Rate is different than the estimated Recovery Rate then 
            the difference between clause (1) and (2) in subsection (b)(i) 
            above of this Section 3(c)(iii) shall be recalculated using the 
            actual Recovery Rate instead of the estimated Recovery Rate. Based 
            on such recalculation, the payment or credit that Seller or 
            Purchaser should have been entitled to receive at the Closing under
            subsection (b)(i) shall be determined, and any adjustments and 
            payments necessary as a result of such recalculation shall be made.
            
   (iv) The provisions of this Section 3(c) shall survive the Closing.

   (d) After the Closing, Seller shall continue to have the right, in its own 
name and at its own expense, to demand payment of and to collect rent and 
other arrearages owed to Seller by any tenant under a Lease or from any party 
under a Shopping Center Agreement, which right shall include, without 
limitation, the right to continue or commence legal actions or proceedings 
against such party, and the delivery of the Lease Assignment (as defined in 
Section 10(b)) or the Shopping Center Agreement Assignment (as defined in 
Section 10(r)) shall not constitute a waiver by Seller of such right, 
PROVIDED that after the Closing Seller shall not be entitled to commence an 
eviction action against any such tenant. Purchaser agrees to cooperate with 
Seller and to use its reasonable efforts, but without incurring expense to 
Purchaser other than DE MINIMIS charges, to collect such rents and other 
arrearages and to take all reasonable steps, whether before or after the 
Closing Date, as may be necessary to carry out the intention of the 
foregoing, including, without limitation, making available to Seller, upon 
demand, for review and copying at Seller's expense, of any relevant books and 
records (including any rent or Recoveries statements, receipted bills and 
copies of tenant checks used in payment of such rent or Recoveries), the 
execution of any and all consents or other documents, and the undertaking of 
any act necessary for the collection of such rents and other arrearages by 
Seller, provided that after the Closing Purchaser shall not be obligated to 
commence an eviction action against any such tenant. The provisions of this 
Section 3(d) shall survive the Closing.

   (e) Purchaser shall be entitled to receive a credit at Closing from 
Seller equal to the amount of any and all security deposits received by 
Seller for all tenants on the Property and not

                                       7


                                           
applied against obligations owing by tenants in accordance with their 
respective Leases, together with interest required either by law or by 
contract.

   (f) If there is a water meter on the Property, Seller shall furnish a
reading to a date not more than thirty (30) days prior to the Closing Date, 
and the unfixed water charges and sewer rent, if any, based thereon for the 
intervening time shall be apportioned on the basis of such last reading. Said 
apportionment shall be recomputed in accordance with Section 3(g) and such 
obligation shall survive the Closing in accordance with Section 3(g)).

   (g) If any of the items subject to apportionment under the foregoing
provisions of this Section 3 cannot be apportioned at the Closing because of 
the unavailability of the information necessary to compute such 
apportionment, or if any errors or omissions in computing apportionments at 
the Closing are discovered subsequent to the Closing, then such item shall be 
reapportioned and such errors and omissions corrected as soon as practicable 
after the Closing Date and the proper party reimbursed, which obligation 
shall survive the Closing for a period of one hundred eighty (180) days after 
the Closing Date as hereinafter provided. Seller shall have the right to 
review and audit the books and records of Purchaser for purposes of 
confirming compliance with the provisions of this Section 3. Neither party 
hereto shall have the right to require a recomputation of a Closing 
apportionment or a correction of an error or omission in a Closing 
apportionment unless within the aforestated one hundred eighty (180) day 
period one of the parties hereto (i) has obtained the previously unavailable 
information or has discovered the error or omission, and (ii) has given 
notice thereof to the other party, together with a copy of its good faith 
recomputation of the apportionment and copies of all substantiating 
information used in such recomputation. The failure of a party to obtain any 
previously unavailable information or discover an error or omission with 
respect to an item subject to apportionment hereunder and to give notice 
thereof as provided above within one hundred eighty (180) days after the 
Closing Date shall be deemed a waiver of its right to cause a recomputation 
or a correction of an error or omission with respect to such item after the 
Closing Date. Notwithstanding any of the foregoing provisions of this Section 
3(g) to the contrary, Purchaser and Seller agree that the one hundred eighty 
(180) day limitation set forth in this Section 3(g) shall not apply to the 
parties' obligations under Section 3(b) or 3(c) and that such obligations 
shall survive the Closing forever.

   (h) (i) If, on the date of this Agreement, the Property or any part 
thereof shall be affected by any assessment or assessments which are or may 
become payable in installments, of which the first installment is now a 
charge or lien, or has been paid, then (A) Seller shall be obligated to pay 
all installments of any such assessment which are due and payable prior to 
the Closing Date, and (B) for the purposes of this Agreement, all the unpaid 
installments of any such assessment which

                                       8



are to become due and payable on or after the Closing Date shall not be 
deemed to be liens upon the Property and the payment thereof shall be assumed 
by Purchaser without abatement of the Purchase Price.

   (ii) If, subsequent to the date hereof, the Property or any part thereof
shall become affected by an assessment or assessments, said assessments shall 
not be deemed to be liens upon the Property and the payment thereof shall be 
assumed by Purchaser without abatement of the Purchase Price. In the event 
any such assessment or assessments, whether payable in lump sum or in 
installments, is due and payable prior to the Closing, and has been paid by 
Seller, Purchaser shall reimburse Seller for same at the Closing.

   4. DUE DILIGENCE REVIEW AND CLOSING DATE

      (a) Except with respect to title matters (which shall be governed by
Section 6 hereof), Purchaser acknowledges that it has completed its due 
diligence review of the Property prior to the date hereof.

      (b) The delivery of the Deed and the consummation of the transactions
contemplated by this Agreement (the "Closing") shall take place at the 
offices of Sidley & Austin, 555 West Fifth Street, Los Angeles, California 
90013 at 10:00 A.M. on or about December 5, 1996 or such other date as 
Purchaser and Seller may agree upon (the "Closing Date"). The Closing Date 
may be adjourned to a later date in accordance with the terms of this 
Agreement or by agreement of the parties but shall in no event occur later 
than December 13, 1996, time being of the essence.

   5. PERMITTED ENCUMBRANCES

   Seller shall convey and Purchaser shall accept title to the Property
subject to those matters set forth on SCHEDULE "4" annexed hereto and made a 
part hereof (collectively the "Permitted Encumbrances").
            
   6. TITLE

   (a) (i) Purchaser has ordered a commitment for an owner's fee title 
insurance policy or policies with respect to the Property (the "Title 
Commitment") from the Title Company, together with true, legible (to the 
extent available) and complete copies of all instruments giving rise to 
exceptions to title to the Property. If the Title Commitment indicates the 
existence of any

                                       9



liens, encumbrances or other defects or exceptions in or to title to the 
Property other than the Permitted Encumbrances (collectively, the 
"Unacceptable Encumbrances") subject to which Purchaser is unwilling to 
accept title and Purchaser gives Seller notice of the same within ten (10) 
days after the date of this Agreement, Seller shall undertake to eliminate 
the same subject to Section 6(b). Purchaser hereby waives any right Purchaser 
may have to advance as objections to title or as grounds for Purchaser's 
refusal to close this transaction any Unacceptable Encumbrance of which 
Purchaser does not notify Seller within such ten (10) day period unless (i) 
such Unacceptable Encumbrance was first raised by the Title Company 
subsequent to the date of the Title Commitment or Purchaser shall otherwise 
first discover same or be advised of same subsequent to the date of the Title 
Commitment, and (ii) Purchaser shall notify Seller of the same within five 
(5) days after Purchaser first becomes aware of such Unacceptable Encumbrance 
(failure to so notify Seller shall be deemed to be a waiver by Purchaser of 
its right to raise such Unacceptable Encumbrance as an objection to title or 
as a ground for Purchaser's refusal to close this transaction). Seller or 
Purchaser, in its sole discretion, may adjourn the Closing one or more times 
in order to eliminate Unacceptable Encumbrances (subject to Section 6(b) and 
the last sentence of Section 4(b)).

       (ii) If Seller is unable (subject to Section 6(b)) to eliminate all
Unacceptable Encumbrances not waived by Purchaser, or to arrange for title 
insurance acceptable to Purchaser in its sole discretion insuring Purchaser 
and its successors against enforcement of such Unacceptable Encumbrances 
against, or collection of the same out of, the Property, and to convey title 
in accordance with the terms of this Agreement on or before the Closing Date 
(whether or not the Closing is adjourned as provided in Section 6(a)(i)), 
Purchaser shall elect on or prior to the Closing Date, as its sole remedy for 
such inability of Seller, either (A) to terminate this Agreement by notice 
given to Seller pursuant to Section 16(a), in which event the provisions of 
Section 16(a) shall apply, or (B) to accept title subject to such 
Unacceptable Encumbrances and receive no credit against, or reduction of, the 
Purchase Price. Notwithstanding anything to the contrary contained herein 
(but subject to the last sentence of Section 4(b)), if (x) Seller eliminates 
all Unacceptable Encumbrances less than two (2) days prior to the scheduled 
Closing Date or (y) Seller is unable to eliminate all Unacceptable 
Encumbrances and Purchaser elects to proceed under clause (B) above, then 
Purchaser will have the right to extend the scheduled Closing Date for up to 
two (2) business days.

   (b) Notwithstanding anything to the contrary set forth in this Section 6 or
elsewhere in this Agreement, Seller shall not be obligated to bring any 
action or proceeding, to make any payments or otherwise to incur any expense 
in order to eliminate Unacceptable Encumbrances not waived by Purchaser or to 
arrange for title insurance insuring against enforcement of such

                                       10



Unacceptable Encumbrances against, or collection of the same out of, the 
Property; except that Seller shall satisfy (i) all mortgages and deeds of 
trust (other than the First Mortgage Debt) granted by Seller, (ii) delinquent 
real estate taxes and assessments (subject to apportionment as provided 
above); and (iii) judgments against Seller or other liens arising from 
Seller's acts secured by or affecting the Property which can be satisfied by 
payment of liquidated amounts not to exceed $500,000 in the aggregate for all 
such matters set forth in this clause (iii) (the foregoing matters set forth 
in clauses (i), (ii) and (iii) being collectively referred to as "Liens"). 
Without limiting the generality of the preceding provisions of this Section 
6(b), for the purposes of this Agreement (including, without limitation, 
Sections 6(a) and 16(a)), Seller's failure or refusal to bring any action or 
proceeding, to make any payments or to otherwise incur any expense (except 
for Seller's obligation to satisfy the matters set forth in clauses (i), (ii) 
and (iii) as aforesaid) in order to eliminate Unacceptable Encumbrances not 
waived by Purchaser or to arrange for such title insurance shall be deemed 
(whether willful or otherwise) an inability of Seller to eliminate such 
Unacceptable Encumbrances or to arrange for such title insurance and shall 
not be a default by Seller hereunder.

   (c) If on the Closing Date there may be any Liens or other
encumbrances which Seller must pay or discharge in order to convey to 
Purchaser such title as is herein provided to be conveyed, Seller may use any 
portion of the Purchase Price to satisfy the same, provided:

      (i) Seller shall deliver to Purchaser or the Title
Company, at the Closing, instruments in recordable form and sufficient to 
satisfy such Liens or other encumbrances of record together with the cost of 
recording or filing said instruments; or

      (ii) Seller, having made arrangements (which arrangements
shall be satisfactory to Purchaser in its sole discretion) with the Title 
Company, shall deposit with said company sufficient monies acceptable to said 
company to insure the obtaining and the recording of such satisfactions.

The existence of any such Liens or other encumbrances shall not be deemed 
objections to title if Seller shall comply with the foregoing requirements.

   (d) Similarly, at Seller's election, unpaid Liens for taxes, water
and sewer charges and assessments, which are the obligation of Seller to 
satisfy and discharge, shall not be objections to title, but the amount 
thereof, plus interest and penalties thereon, if any, computed to the third 
(3rd) business day after the Closing Date, shall be deducted from the 
Purchase Price payable

                                       11



pursuant to Section 2(b) and shall be allowed to Purchaser, subject to the 
provisions for apportionment of taxes, water and sewer charges and 
assessments contained herein.

   (e) If on the Closing Date there shall be conditional bills of sale,
chattel mortgages or security interests filed against the Property, the same 
shall not constitute objections to title provided Seller executes and 
delivers an affidavit to the effect either (i) that the personal property 
covered by said conditional bills of sale, chattel mortgages, or security 
interests is no longer in or on the Property, or (ii) if such personal 
property is still in or on the Property, that it has been fully paid for (in 
which case Seller shall provide evidence of such payment), or (iii) that such 
personal property is the property of a tenant of the Property.

   (f) Any franchise or corporate tax open, levied or imposed against Seller or
other owners in the chain of title that may be a Lien on the Closing Date, 
shall not be an objection to title if the Title Company omits same from the 
title policy issued pursuant to the Title Commitment or excepts same but 
insures Purchaser against collection thereof out of the Property.

   (g) If a search of title discloses judgments, bankruptcies or other returns
against other persons or entities having names the same as or similar to that 
of Seller, Seller will deliver to Purchaser and the Title Company an 
affidavit stating that such judgments, bankruptcies or other returns are not 
against Seller, whereupon, provided the Title Company omits such returns as 
exceptions to title or provides affirmative coverage with respect thereto, 
such returns shall not be deemed an objection to title.

   7. REPRESENTATIONS AND WARRANTIES

   (a) (i) Seller represents and warrants to Purchaser as follows:

       A. Seller is a duly formed and validly existing limited partnership
organized under the laws of the State of Delaware and is qualified under the 
laws of the State of California to conduct business therein.
                 
       B. Seller has the full legal right, power and authority to execute and
deliver this Agreement and all documents now or hereafter to be executed by 
Seller pursuant to this Agreement (collectively, the "Seller's Documents"), 
to consummate the transaction contemplated hereby, and to perform its 
obligations hereunder and under the Seller's Documents. Furthermore, this 
Agreement is valid and enforceable against Seller in accordance with its 
terms, and each

                                       12




instrument to be executed by Seller pursuant to this Agreement or in connection
herewith, will, when executed and delivered, be valid and enforceable against
Seller in accordance with its terms.

         C. This Agreement and the Seller's Documents do not and will not 
contravene any provision of the organizational documents of Seller, any 
judgment, order, decree, writ or injunction issued against Seller, or any 
provision of any laws or governmental ordinances, rules, regulations, orders 
or requirements (collectively, "Laws") applicable to Seller. The consummation 
of the transactions contemplated hereby will not result in a breach or 
constitute a default or event of default by Seller under any agreement to 
which Seller or any of its assets are subject or bound and will not result in 
a violation of any Laws applicable to Seller. No consent of any party, 
judicial or administrative body, or governmental authority or agency, to the 
execution, delivery or performance by Seller is required.

         D. To Seller's knowledge, as of the date hereof, there are no 
pending actions, suits, proceedings or investigations to which Seller is a 
party before any court or other governmental authority with respect to the 
Property (collectively, the "Claims") except (i) pending actions (including, 
without limitation, litigation with existing tenants of the Property and 
"slip and fall" or other claims covered by insurance (except to the extent of 
the deductible) and which are based on occurrences during the period prior to 
May 20, 1995) being handled by the Manager of the Property on behalf of 
Seller (the "Assumed Claims") and (ii) as set forth on SCHEDULE "5" annexed 
hereto and made a part hereof (the "Retained Claims").

         E. Since September 19, 1994, Seller has not modified any of the 
existing Anchor Leases (as hereinafter defined) or Shopping Center 
Agreements, or otherwise made any contractual commitment to any tenant under 
an Anchor Lease or to any party to a Shopping Center Agreement, in each case 
which would be binding on Purchaser following the Closing, except as set 
forth on SCHEDULE "6" annexed hereto and made a part hereof. As used herein, 
"Anchor Leases" shall mean any lease with a store covering more than 75,000 
square feet of rentable area.

         F. Since September 19, 1994, except as set forth in SCHEDULE "7" 
annexed hereto and made a part hereof or disclosed to Purchaser or its 
affiliates in writing, Seller has not, to Seller's knowledge, entered into 
any new Lease or amended any existing Lease, in each case which would be 
binding on Purchaser following the Closing, except for those new Leases or 
amendments negotiated by Manager.

         G. Since September 19, 1994, except as set forth in SCHEDULE "8" 
annexed hereto and made a part hereof or disclosed to Purchaser or its 
affiliates in writing, Seller has not,

                                13



to Seller's knowledge, made any contractual commitment with any governmental 
entity or other third party relating to the operation of the Property which 
would be binding on Purchaser following the Closing, except those negotiated 
by Manager.

         H. Except for any liabilities expressly set forth in the various 
loan documents listed on SCHEDULE "9" annexed hereto and made a part hereof 
(the "First Mortgage Debt Loan Documents"), including, without limitation, 
the liability for the payment of the principal and interest under that 
certain Mortgage Collateralized Note listed as item 5 on SCHEDULE "9" annexed 
hereto, to the knowledge of Seller, MCA Fresno Trust (the "Trust") has no 
liabilities.

         I. Seller is not a "foreign person" within the meaning of Section 
1445(f)(3) of the Internal Revenue Code of 1986, as amended.

         J. To Seller's knowledge, since September 19, 1994, Seller has not 
received (i) any written notice from a tenant under an Anchor Lease or a 
party to a Shopping Center Agreement alleging a material default by the 
Seller thereunder which remains uncured except as may be set forth in an 
estoppel certificate obtained pursuant to Section 9(a)(iv), (ii) any written 
notice from Seller's insurance carrier alleging the existence of a dangerous 
condition upon the Property for which Seller's insurance may be cancelled if 
not corrected or (iii) any written notice from a municipality having 
jurisdiction over the Property alleging the existence of a material violation 
of any applicable law with respect to the Property or commencing a 
condemnation proceeding with respect to a material portion of the Property, 
in each case which Seller has not notified Purchaser or its affiliates 
(including Manager) of by delivering a copy of such notice to Purchaser or 
its affiliates or of which Purchaser or its affiliates otherwise does not 
have knowledge.

         K. To Seller's knowledge, Seller has delivered to Purchaser true and 
correct copies of all documents set forth on Schedules 6, 7, 8 and 9.

         As used in this Agreement, the words "Seller's knowledge" or words 
of similar import shall be deemed to mean, and shall be limited to, the 
actual (as distinguished from implied, imputed or constructive) knowledge of 
David Jones, Michel Seifer and Earl Webb without such persons having any 
obligation to make an independent inquiry or investigation.

        (ii) If at or prior to the Closing, (A) Purchaser shall become aware 
(whether through its own efforts, by notice from Seller or otherwise) that 
any of the representations or warranties made herein by Seller are untrue, 
inaccurate or incorrect and shall give Seller notice

                                 14


thereof at or prior to the Closing, or (B) Seller shall notify Purchaser that 
a representation or warranty made herein by Seller is untrue, inaccurate or 
incorrect, then Seller may, in its sole discretion, elect by notice to 
Purchaser to adjourn the Closing one or more times in order to cure or 
correct such untrue, inaccurate or incorrect representation or warranty 
(subject to the last sentence of Section 4(b)). If any such representation or 
warranty is both (1) material and (2) materially untrue, inaccurate or 
incorrect, and is not cured or corrected by Seller on or before the Closing 
Date (whether or not the Closing is adjourned as provided above), then 
Purchaser, as its sole remedy for any and all such materially untrue, 
inaccurate or incorrect material representations or warranties, shall elect 
either (x) to waive such misrepresentations or breaches of warranties and 
consummate the transactions contemplated hereby without any reduction of or 
credit against the Purchase Price, or (y) to terminate this Agreement by 
notice given to Seller on the Closing Date, in which event, this Agreement 
shall be terminated and neither party shall have any further rights, 
obligations or liabilities hereunder, except for the Surviving Obligations, 
and except that Purchaser (subject to the provisions of Sections 19 and 26 
and provided Purchaser is not otherwise in default hereunder) shall be 
entitled to a return of the Downpayment. Purchaser acknowledges and agrees 
that (x) at or prior to the Closing, Purchaser's rights and remedies in the 
event any of Seller's representations or warranties made in this Agreement 
are untrue, inaccurate or incorrect shall be only as provided in this 
Section 7(a)(ii), and (y) if the Closing does not occur, Purchaser hereby 
expressly waives, relinquishes and releases all other rights or remedies 
available to it at law, in equity or otherwise (including, without limitation, 
the right to seek damages from Seller) as a result of any of Seller's 
representations or warranties made in this Agreement being untrue, inaccurate 
or incorrect.

        (iii) In the event the Closing occurs:


    (A) Notwithstanding anything contained in Section 7(a)(ii) or elsewhere 
in this Agreement to the contrary, Purchaser hereby expressly waives, 
relinquishes and releases any right or remedy available to it at law, in 
equity or under this Agreement to make a claim against Seller for damages 
that Purchaser may incur, or to rescind this Agreement and the transactions 
contemplated hereby, as the result of any of Seller's representations or 
warranties being untrue, inaccurate or incorrect if (1) Purchaser knew, or is 
deemed to have known that such representation or warranty was untrue, 
inaccurate or incorrect at the time of the Closing and Purchaser nevertheless 
closes title hereunder, or (2) Purchaser's aggregate damages as a result of 
one or more such representations or warranties being untrue, inaccurate or 
incorrect are less than $100,000. Purchaser shall be "deemed to have known" 
that a representation or warranty was untrue, inaccurate or incorrect at the 
time of the Closing to the extent that the Property Information (as 
hereinafter defined) furnished or made available to or otherwise obtained by 
Purchaser contains

                                 15


information which reveals such representation or warranty untrue, inaccurate 
or incorrect (or to the extent any of its Property investigations prior to 
the Closing Date reveals such untruth, inaccuracy or error).

    (B) Notwithstanding anything contained herein to the contrary, if the 
Closing shall have occurred and Purchaser shall not have waived, relinquished 
and released all rights or remedies available to it at law, in equity or 
otherwise as provided hereunder, the aggregate liability of Seller and its 
affiliates arising pursuant to or in connection with the representations, 
warranties, covenants and other obligations (whether express or implied) 
under this Agreement and/or the Seller's Documents (including, without 
limitation, the Deed and the A & A Agreements (as defined in Section 10(d)) 
and the Other Sale Agreements (as defined in Section 9(a)(ix)) and/or the 
Seller's Documents (as defined in each of the Other Sale Agreements), shall 
not exceed the amount set forth on SCHEDULE "10".

The provisions of this Section 7(a)(iii) shall survive the Closing.

    (iv) The representations and warranties of Seller set forth in Section 
7(a)(i) and elsewhere in this Agreement shall be true, accurate and correct 
in all material respects upon the execution of this Agreement and shall be 
deemed to be repeated on and as of the Closing Date except to the extent they 
relate only to an earlier date. The representations and warranties of Seller 
set forth in Section 7(a)(i)(D) shall be deemed to be repeated on and as of 
the Closing Date as such representations and warranties may have been updated 
by Seller to Purchaser in writing on and after the date hereof and prior to 
the Closing Date, provided, however, that in the event that any such update 
discloses any Claim that would be binding on Purchaser or the Property after 
the Closing and which would have a material adverse effect on the value of 
the Property and the properties covered by the Other Sale Agreements, taken 
as a whole, then, Purchaser shall have the right, exercisable within 10 days 
after its receipt of such update or one day prior to the Closing Date, 
whichever is earlier, to either (i) terminate this Agreement by notice given 
to Seller pursuant to Section 16(a), in which case the provisions of Section 
16(a) shall apply or (ii) consummate the transactions contemplated by this 
Agreement and receive no credit against, or reduction of, the Purchase Price. 
The representations and warranties (whether express or implied) of Seller set 
forth in Section 7(a)(i) and elsewhere in this Agreement, and/or the Seller's 
Documents (including, without limitation, the Deed and the A & A Agreements) 
shall remain operative and shall survive the Closing and the execution and 
delivery of the Deed for a period of twelve (12) months following the Closing 
Date, and no action or claim based thereon shall be commenced after such 
period.

                                 16


(b) (i) Purchaser represents and warrants to Seller as follows:

       (A) Purchaser is a duly formed and validly existing limited partnership
organized under the laws of the State of California, and will be qualified under
the laws of the State of California to conduct business therein on the Closing
Date.

         (B) Purchaser has the full legal right, power, authority and 
financial ability to execute and deliver this Agreement and all documents now 
or hereafter to be executed by it pursuant to this Agreement (collectively, 
the "Purchaser's Documents"), to consummate the transactions contemplated 
hereby, and to perform its obligations hereunder and under Purchaser's 
Documents. Furthermore, this Agreement is valid and enforceable against 
Purchaser in accordance with its terms, and each instrument to be executed by 
Purchaser pursuant to this Agreement or in connection herewith, will, when 
executed and delivered, be valid and enforceable against Purchaser in 
accordance with its terms.

         (C) This Agreement and Purchaser's Documents do not and will not 
contravene any provision of the organization documents of Purchaser, any 
judgment, order, decree, writ or injunction issued against Purchaser, or any 
provision of any Laws applicable to Purchaser. Except for that certain 
Amended and Restated Credit Agreement (the "Wells Fargo Credit Agreement"), 
dated as of January 18, 1996, between The Macerich Partnership L.P., Wells 
Fargo Bank, N.A., as Agent, and certain other parties, as to which Purchaser 
has advised Seller that The Macerich Partnership L.P. has obtained oral 
approval for the transactions contemplated hereby and for which The Macerich 
Partnership L.P. will obtain a written consent prior to the Closing (the 
"Wells Fargo Consent"), the consummation of the transactions contemplated 
hereby will not result at the time of such consummation in a breach or 
constitute a default or event of default by Purchaser under any agreement to 
which Purchaser or any of its assets are subject or bound and will not result 
in a violation of any Laws applicable to Purchaser. Except for the Wells 
Fargo Consent, no consent of any party, judicial or administrative body or 
governmental authority or agency, to the execution, delivery or performance 
by Purchaser is required.

         (D) There are no pending actions, suits, proceedings or 
investigations to which Purchaser is a party before any court or other 
governmental authority which may have an adverse impact on the transactions 
contemplated hereby.

     (ii) The representations and warranties of Purchaser set forth in Section 
7(b)(i) and elsewhere in this Agreement shall be true, accurate and correct 
in all material respects upon the

                                 17



execution of this Agreement, shall be deemed to be repeated on and as of the
Closing Date, and shall survive the Closing.

     8. TRANSFER TAXES

     At the Closing, Seller shall pay all transfer and recording taxes (the 
"Transfer Tax Payments"), if any, imposed pursuant to the laws of the State 
of California or any other governmental authority in respect of the 
transactions contemplated by this Agreement by delivery to the Title Company 
of good, unendorsed, certified or official bank checks, payable to the order 
of the relevant governmental authority together with any return (the 
"Transfer Tax Return") required thereby which shall be duly executed by 
Seller and Purchaser.

     9. CONDITIONS PRECEDENT TO THE CLOSING

     (a) Purchaser's obligation under this Agreement to purchase the Property 
is subject to the fulfillment of each of the following conditions, subject, 
however, to the provisions of Section 9(c):

        (i) The representations and warranties of Seller contained herein 
shall be materially true, accurate and correct as of the Closing Date, all 
subject to the provisions of Section 7(a)(ii) and 7(a)(iv);

        (ii) Seller shall be ready, willing and able to deliver title to the 
Property in accordance with the terms and conditions of this Agreement;

        (iii) Seller shall have delivered all the documents and other items 
required pursuant to Section 10, and shall have performed all other 
covenants, undertakings and obligations, and complied with all conditions 
required by this Agreement to be performed or complied with by Seller at or 
prior to the Closing;

        (iv) Purchaser shall have obtained an estoppel certificate from each 
tenant under an Anchor Lease in the form required under such Anchor Lease and 
each third party to a Shopping Center Agreement in the form required in such 
Shopping Center Agreement, which estoppel certificate shall not disclose any 
commitments by Seller to such tenant or party or defaults under such Anchor 
Lease or Shopping Center Agreement by Seller that in each case would either 
have a material adverse effect on the Property or impose a material adverse 
financial obligation on Purchaser, and of which, in each case, Purchaser was 
not aware as of the date of this Agreement;



                                 18


        (v) Purchaser shall have obtained an estoppel certificate from the 
Trustee stating (a) that the Deed of Trust (as such term is defined on 
Schedule 4) is unmodified and in full force and effect (or if there have been 
modifications that the Deed of Trust is in full force and effect as modified 
and setting forth such modifications which modifications (to the extent not 
set forth on SCHEDULE "9" hereto) shall be satisfactory to Purchaser in its 
sole discretion), (b) the amount of accrued and unpaid interest and the 
outstanding principal amount of the First Mortgage Debt and (c) that to the 
best knowledge of the signer of the estoppel certificate, without independent 
investigation, there exists no Event of Default (as defined in the Deed of 
Trust) under the Deed of Trust;

        (vi) Seller shall have delivered, at least five (5) business days 
prior to the Closing, to the Trustee and Moody's Investors Service, Inc. 
("Moody's") the officer's certificate required pursuant to Section 12(e)(i) 
of the Deed of Trust, subject to Purchaser's obligations pursuant to Section 
9(b)(vi) below;       

        (vii) All consents and approvals of governmental authorities and 
parties to agreements to which Seller is a party or by which Seller's assets 
are bound that are required with respect to the consummation by Seller of the 
transactions contemplated by this Agreement shall have been obtained and 
copies thereof shall have been delivered to Purchaser at or prior to the 
Closing;

        (viii) On or prior to the Closing Date, (A) Seller shall not have 
applied for or consented to the appointment of a receiver, trustee or 
liquidator for itself or any of its assets unless the same shall have been 
discharged prior to the Closing Date, and no such receiver, liquidator or 
trustee shall have otherwise been appointed, unless same shall have been 
discharged prior to the Closing Date, (B) Seller shall not have admitted in 
writing an inability to pay its debts as they mature, (C) Seller shall not 
have made a general assignment for the benefit of creditors, (D) Seller shall 
not have been adjudicated a bankrupt or insolvent, or had a petition for 
reorganization granted with respect to Seller, (E) Seller shall not have 
filed a voluntary petition seeking reorganization or an arrangement with 
creditors or taken advantage of any bankruptcy, reorganization, insolvency, 
readjustment or debt, dissolution or liquidation law or statute, or filed an 
answer admitting the material allegations of a petition filed against it in 
any proceedings under any such law, or had any petition filed against it in 
any proceeding under any of the foregoing laws unless the same shall have 
been dismissed, cancelled or terminated prior to the Closing Date;

        (ix) Simultaneously with the Closing, the closings shall occur under 
both (i) that certain Sale and Purchase Agreement of even date herewith between 
MCA Buenaventura

                                 19


Associates, L.P. and MR Buenaventura Limited Partnership with respect to 
certain property in Ventura, California known as Buenaventura Plaza and (ii) 
that certain Sale and Purchase Agreement of even date herewith between MCA 
Huntington Associates, L.P. and MR Huntington Limited Partnership with 
respect to certain property in Huntington Beach, California known as 
Huntington Center (such Sale and Purchase Agreements collectively, the "Other 
Sale Agreements").

        (b) Seller's obligation under this Agreement to sell the Property to 
Purchaser is subject to the fulfillment of each of the following conditions, 
subject, however to the provisions of Section 9(c):

        (i) The representations and warranties of Purchaser contained herein 
shall be materially true, accurate and correct as of the Closing Date;

        (ii) Purchaser shall have delivered the funds required hereunder and 
all the documents to be executed by Purchaser set forth in Section 11 and 
shall have performed all other covenants, undertakings and obligations, and 
complied with all conditions required by this Agreement to be performed or 
complied with by Purchaser at or prior to the Closing;

        (iii) All consents and approvals of governmental authorities and 
parties to agreements to which Purchaser is a party or by which Purchaser's 
assets are bound that are required with respect to the consummation of the 
transactions contemplated by this Agreement shall have been obtained, 
including the Wells Fargo Consent, and Purchaser shall have so certified to 
Seller at or prior to the Closing;

        (iv) On or prior to the Closing Date, (A) neither Purchaser nor The 
Macerich Partnership L.P. shall have applied for or consented to the 
appointment of a receiver, trustee or liquidator for itself or any of its 
assets unless the same shall have been discharged prior to the Closing Date, 
and no such receiver, liquidator or trustee shall have otherwise been 
appointed, unless same shall have been discharged prior to the Closing Date, 
(B) neither Purchaser nor The Macerich Partnership L.P. shall have admitted 
in writing an inability to pay its debts as they mature, (C) neither 
Purchaser nor The Macerich Partnership L.P. shall have made a general 
assignment for the benefit of creditors, (D) neither Purchaser nor The 
Macerich Partnership L.P. shall have been adjudicated a bankrupt or 
insolvent, or had a petition for reorganization granted with respect to 
Purchaser or The Macerich Partnership L.P., (E) neither Purchaser nor The 
Macerich Partnership L.P. shall have filed a voluntary petition seeking 
reorganization or an arrangement with creditors or taken advantage of any 
bankruptcy, reorganization, insolvency,

                                 20


readjustment or debt, dissolution or liquidation law or statute, or filed an 
answer admitting the material allegations of a petition filed against it in 
any proceedings under any such law, or had any petition filed against it in 
any proceeding under any of the foregoing laws unless the same shall have 
been dismissed, cancelled or terminated prior to the Closing Date;

        (v) The additional matters set forth in SCHEDULE "11" annexed hereto 
and made a part hereof, if any, shall have occurred or been delivered to 
Seller, as applicable, at or prior to the Closing;

        (vi) At or prior to the Closing, Purchaser shall have delivered to 
Seller (A) such written schedules containing information relating to 
Purchaser and its affiliates as are reasonably requested by Seller in order 
to allow Seller to prepare and deliver the officer's certificate as required 
pursuant to Section 9(a)(vi) above (the forms of which schedules shall be 
delivered to Seller as soon as possible after the date hereof but in no event 
later than seven (7) business days prior to Closing) and (B) an opinion of 
counsel to Purchaser, addressed to the Trustee and Moody's, in the form 
required pursuant to Section 12(e)(ii)(y) of the Deed of Trust (the form of 
which opinion shall be delivered to Seller as soon as possible after the date 
hereof).

        (vii) Simultaneously with the Closing, the closings shall occur under 
both of the Other Sale Agreements.

     (c) In the event that any condition contained in Section 9(a) or (b) 
is not satisfied, the party entitled to the satisfaction of such condition as 
a condition to its obligation to close title hereunder shall have as its sole 
remedy hereunder the right to elect to (i) waive such unsatisfied condition 
whereupon title shall close as provided in this Agreement or (ii) terminate 
this Agreement. In the event such party elects to terminate this Agreement, 
this Agreement shall be terminated and neither party shall have any further 
rights, obligations or liabilities hereunder, except as otherwise expressly 
provided herein (those rights, obligations and liabilities hereunder that 
expressly by the terms of this Agreement survive the Closing are herein 
collectively referred to as the "Surviving Obligations") and except that 
Purchaser (subject to the provisions of Sections 19 and 26 and provided 
Purchaser is not otherwise in default hereunder) shall be entitled to a 
return of the Downpayment. Nothing contained in this Section 9(c) shall be 
construed so as to bestow any right of termination upon a party for the 
failure of a condition to be satisfied unless such party is expressly 
entitled to the satisfaction of such condition as provided in Section 9(a) or 
(b).

                                 21


     10. DOCUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING

    At the Closing, Seller shall execute, acknowledge and/or deliver or cause 
to be executed, acknowledged and/or delivered, as applicable, the following 
to Purchaser or the Title Company:

     (a) A grant deed (the "Deed") conveying title to the Property in
the form of EXHIBIT "B" annexed hereto and made a part hereof.

     (b) The Assignment and Assumption of Leases and Security Deposits in 
the form of EXHIBIT "C" annexed hereto and made a part hereof (the "Lease 
Assignment") pursuant to which Seller will assign to Purchaser all of 
Seller's right, title and interest, if any, in and to the Leases, all 
guarantees thereof and the security deposits thereunder in Seller's 
possession, if any, and Purchaser shall assume all obligations under 
such Leases as set forth in such Lease Assignment.

     (c) The Assignment and Assumption of Contracts and Licenses in the form 
of EXHIBIT "D" annexed hereto and made a part hereof (the "Contract and 
License Assignment") pursuant to which Seller will assign to Purchaser all of 
Seller's right, title and interest, if any, in and to (i) all of the 
assignable licenses, permits, certificates, approvals, authorizations and 
variances issued for or with respect to the Property by any governmental 
authority (collectively, the "Licenses") and (ii) all assignable purchase 
orders, equipment leases, advertising agreements, franchise agreements, 
license agreements, leasing and brokerage agreements and other service 
contracts relating to the operation of the Property which have been disclosed 
in writing to Purchaser prior to the date hereof (collectively, the 
"Contracts"), and Purchaser shall assume all obligations under such Contracts 
and Licenses as set forth in the Contract and License Assignment, PROVIDED 
that Purchaser may notify Seller within 5 days after the date hereof if 
Purchaser desires Seller to terminate any of the Contracts listed on 
Schedule "8" prior to the Closing.

     (d) The Assignment and Assumption of Intangible Property in the form of 
EXHIBIT "E" annexed hereto and made part hereof (the "Intangible Property 
Assignment") (the Lease Assignment, the Contract and License Assignment, the 
Intangible Property Assignment, the Shopping Center Agreement Assignment 
referred to in clause (r) below and the Trust Agreement Assignment referred 
to in clause (s) below are herein referred to collectively as the "A & A 
Agreements") pursuant to which Seller will assign to Purchaser all of 
Seller's right, title and interest, if any, in and to the Intangible 
Property, and Purchaser shall assume all obligations under such Intangible 
Property as set forth in the Intangible Property Assignment.

                                 22


     (e) To the extent in Seller's possession, executed counterparts (or 
copies of same) of all Leases, Shopping Center Agreements and New Leases and 
any amendments, guarantees and other documents relating thereto, together 
with a schedule of all tenant security deposits thereunder and all accrued 
interest on such security deposits payable to tenants which are in the 
possession of Seller as either required by law or by the terms of the Lease, 
if any. In the event any such cash security deposits and the interest thereon 
payable to tenants are held by a bank, savings bank, trust company or savings 
and loan association, at Seller's option, Seller shall deliver to Purchaser, 
in lieu of such checks or credit, an assignment to Purchaser of such deposits 
and interest and written instructions to the holder thereof to transfer such 
deposits and interest to Purchaser. With respect to any lease security 
deposits which are other than cash, Seller shall execute and deliver to 
Purchaser at the Closing any appropriate instruments of assignment or 
transfer without warranty or representation.

     (f) A bill of sale in the form of EXHIBIT "F" annexed hereto and made a 
part hereof (the "Bill of Sale") conveying, transferring and selling to 
Purchaser without warranty or representation all right, title and interest of 
Seller in and to all Personal Property. It is agreed that the value of such 
property does not exceed Fifty Thousand and No/100 ($50,000.00) Dollars, that 
Seller shall prepare any required sales tax return (the "Sales Tax Return"), 
that such return shall be executed by Purchaser and delivered to Seller at 
the Closing, that Seller shall file such return and that Purchaser shall pay 
the sales tax due thereon in accordance with Section 11(c).

     (g) Notices to the tenants of the Property in the form of EXHIBIT "G" 
annexed hereto and made a part hereof advising the tenants of the sale of the 
Property to Purchaser and directing that rents and other payments thereafter 
be sent to Purchaser or as Purchaser may direct.

     (h) If required by law or Seller's partnership agreement, copies of any 
partnership resolutions and/or consents of the partners of Seller authorizing 
the execution, delivery and performance of this Agreement and the 
consummation of the transactions contemplated by this Agreement certified as 
true and correct by a general partner of Seller.

     (i) To the extent in Seller's possession and not already located at the 
Property or held by Manager or its agents or employees, keys to all entrance 
doors to, and equipment and utility rooms located in, the Property.

     (j) To the extent in Seller's possession and not already located at the 
Property or held by Manager or its agents or employees, all Licenses.

                                 23


     (k) To the extent in Seller's possession and not already located at the 
Property or held by Manager or its agents or employees, executed counterparts 
of all Contracts (or copies of same) and all warranties in connection 
therewith which are in effect on the Closing Date and which are assigned by 
Seller (such items may be delivered to Purchaser at the Property).

     (l) To the extent in Seller's possession and not already located at the 
Property or held by Manager or its agents or employees, plans and 
specifications of the Buildings.

     (m) The Transfer Tax Payment and the Transfer Tax Return.

     (n) A "FIRPTA" affidavit sworn to by Seller in the form of EXHIBIT "H" 
annexed hereto and made a part hereof and any corresponding affidavits 
required under California law with respect to the sale of real property 
located in the State of California. Purchaser acknowledges and agrees that 
upon Seller's delivery of such affidavits, Purchaser shall not withhold any 
portion at the Purchase Price pursuant to Section 1445 of the Internal 
Revenue Code of 1986, as amended, and the regulations promulgated thereunder 
or any corresponding statutes or regulations under California law.

     (o) the First Mortgage Debt Assumption Agreement.

     (p) cancellations of all management and leasing agreements relating to 
the Shopping Center (including, without limitation, the existing management 
contract with the Manager (the "Management Agreement").

     (q) documentation relating to the swap in occupancy by Macy's and
Gottschalk's, all of which shall have been executed by Macy's and
Gottschalk's, as listed on EXHIBIT "J", annexed hereto and made a
part hereof.

     (r) The Assignment and Assumption of Shopping Center Agreements in the 
form of EXHIBIT "K" annexed hereto and made a part hereof (the "Shopping 
Center Agreement Assignment") pursuant to which Seller will assign to 
Purchaser all of Seller's right, title and interest, if any, in and to the 
Shopping Center Agreements and Purchaser shall assume all obligations under 
such Shopping Center Agreements to the extent set forth in the Shopping 
Center Agreement Assignment.

     (s) The Assignment and Assumption of Beneficial Interest under Trust 
Agreement in the form of EXHIBIT "L" annexed hereto and made a part hereof 
(or such other form as may be

                                 24


reasonably required by the Trustee) (the "Trust Agreement Assignment") 
pursuant to which Seller will assign to Purchaser all of Seller's right, 
title and interest in the Trust Agreement and Purchaser shall assume all 
obligations of Seller under the Trust Agreement to the extent set forth in 
the Trust Agreement Assignment.

     (t) All other documents Seller is required to deliver pursuant to the 
provisions of this Agreement or as may be reasonably required by the Title 
Company.

     11. DOCUMENTS TO BE DELIVERED BY PURCHASER AT THE CLOSING

    At the Closing, Purchaser shall execute, acknowledge and/or
deliver (or cause to be executed, acknowledged and delivered), as
applicable, the following to Seller:

     (a) The Purchase Price payable at the Closing pursuant to Section 2(b), 
subject to apportionments, credits and adjustments as provided in this 
Agreement.

     (b) The Bill of Sale.

     (c) The Sales Tax Return, if required, together with a check payable to 
the order of the appropriate collection officer in the amount of the sales 
tax due thereon.

     (d) The cancellation of the Management Agreement, executed by
Manager.

     (e) If Purchaser is a partnership, copies of Purchaser's partnership 
agreement and partnership certificate (if applicable) and, if required by law 
or its partnership agreement, copies of partnership resolutions and/or 
consents of the partners authorizing the execution, delivery and performance 
of this Agreement and the consummation of the transactions contemplated by 
this Agreement, all certified as true and correct by a general partner of 
Purchaser.

     (f) The A & A Agreements.

     (g) The Transfer Tax Return.

     (h) The First Mortgage Debt Assumption Agreement.

     (i) The Trust Agreement Assignment.


                                 25



     (j) All other documents Purchaser is required to deliver pursuant to the
provisions of this Agreement or as may be reasonably required by the Title
Company.

      12. OPERATION OF THE PROPERTY PRIOR TO THE CLOSING DATE

      Between the date hereof and the Closing Date, Seller shall have the right
to continue to operate and maintain the Property as set forth herein. In
connection therewith:

     (a) (i) From and after the date hereof, Seller shall not modify, extend, 
renew or cancel (subject to Section 12(b)) any Lease (including any Anchor 
Lease) or any Shopping Center Agreement or enter into any proposed Lease of 
all or any portion of the Property, other than those currently being 
negotiated and set forth on SCHEDULE "12" annexed hereto and made a part 
hereof, without Purchaser's prior consent in each instance, which consent 
shall not be unreasonably withheld and shall be given or denied, with the 
reasons for any such denial, within the applicable period specified in 
Section 12(a)(iv).

     (ii) If, after the date hereof, Seller enters into any Leases, or if 
there is any extension or renewal of any Leases, whether or not such Leases 
provide for their extension or renewal, or any expansion or modification of 
any Leases, including but not limited to any new Lease or any extension, 
renewal, expansion or modification of an existing Lease currently being 
negotiated and set forth on SCHEDULE "12" (each, a "New Lease"), Seller shall 
keep accurate records of all expenses (collectively, "New Lease Expenses") 
incurred in connection with each New Lease, including, without limitation, 
the following: (A) brokerage commissions and fees relating to such leasing 
transaction, (B) expenses incurred for repairs, improvements, equipment, 
painting, decorating, partitioning and other items to satisfy the tenant's 
requirements with regard to such leasing transaction, (C) the cost of removal 
and/or abatement of asbestos or other hazardous or toxic substances located 
in the demised space, (D) reimbursements to the tenant for the cost of any of 
the items described in the preceding clauses (B) and (C), (E) legal fees for 
services in connection with the preparation of documents and other services 
rendered in connection with the effectuation of the leasing transaction, (F) 
rent concessions relating to the demised space provided the tenant has the 
right to take possession of such demised space during the period of such rent 
concessions, (G) tenant improvement allowances provided to the tenant under 
such leasing transactions, and (H) expenses incurred pursuant to a New Lease 
for the purpose of satisfying or terminating the obligations of the tenant 
thereunder to a landlord under another lease (whether or not such other lease 
covers space in the Property).

                                 26



     (iii) The New Lease Expenses for each New Lease allocable to and payable 
by Seller shall be determined by multiplying the amount of such New Lease 
Expenses by a fraction, the numerator of which shall be the number of days 
contained in that portion, if any, of the term of such New Lease commencing 
on the date on which the tenant thereunder shall have commenced to pay fixed 
rent ("Rent Commencement Date") and expiring on the date immediately 
preceding the Closing Date, and the denominator of which shall be the total 
number of days contained in the period commencing on the Rent Commencement 
Date and expiring on the date of the scheduled expiration of the term of such 
New Lease, and the remaining balance of the New Lease Expenses for each New 
Lease shall be allocable to and payable by Purchaser. For purposes of this 
Section 12(a)(iii), the Rent Commencement Date under a renewal, extension, 
expansion or modification of a Lease shall be deemed to be (A) in the case of 
a renewal or extension (whether effective prior to or after the Closing, or 
in the form of an option exercisable in the future), the first date during 
such renewal or extension period after the originally scheduled expiration of 
the term of such Lease on which the tenant under such Lease commences to pay 
fixed rent, (B) in the case of an expansion (whether effective prior to or 
after the Closing, or in the form of an option exercisable in the future), 
the date on which the tenant under such Lease commences to pay fixed rent for 
the additional space, and (C) in the case of a modification not also 
involving a renewal, extension or expansion of such Lease, the effective date 
of such modification agreement. At the Closing, Purchaser shall reimburse 
Seller for all New Lease Expenses theretofore paid by Seller, if any, in 
excess of the portion of the New Lease Expenses allocated to Seller pursuant 
to the provisions of the preceding sentence.

      Notwithstanding anything to the contrary contained in this Agreement, the
financial obligations of Seller relating to the swap of Macy's and Gottschalk's
occupancies within the Property pursuant to the documentation described on
EXHIBIT "J", including payment of Gottschalk's tenant improvement allowance (the
"Gottschalk Obligations"), shall be assumed by Purchaser at the Closing pursuant
to the Shopping Center Agreement Assignment. The provisions of this Section
12(a)(iii) shall survive the Closing.

     (iv) With respect to any proposed action by Seller to be submitted to 
Purchaser for its consent pursuant to Section 12(a)(i), Purchaser shall 
consent or deny its consent, with the reasons for any such denial, within ten 
(10) days after receipt by Purchaser of Seller's notice requesting 
Purchaser's consent to the proposed action relating to such existing or 
proposed Lease or Shopping Center Agreement.

If Purchaser fails to reply to Seller's request for consent pursuant to the
provisions of Subsections 12(a)(i) in a notice given within the above-described
applicable time period or if Purchaser

                                 27



expressly denies its consent but fails to provide Seller with the reasons for 
such denial, Purchaser's consent shall be deemed to have been granted.

      (b)   Notwithstanding anything to the contrary contained in this 
Agreement, Seller reserves the right, but is not obligated, to institute 
summary proceedings against any tenant or terminate any Lease as a result of 
a default by the tenant thereunder prior to the Closing Date, PROVIDED that 
Seller will obtain Purchaser's written consent (not to be unreasonably 
withheld or delayed) prior to instituting any summary proceeding with respect 
to any tenant. Seller makes no representations and assumes no responsibility 
with respect to the continued occupancy of the Property or any part thereof 
by any tenant. The removal of a tenant whether by summary proceedings or 
otherwise prior to the Closing Date shall not give rise to any claim on the 
part of Purchaser. Further, Purchaser agrees that it shall not be grounds for 
Purchaser's refusal to close this transaction that any tenant is a holdover 
tenant or in default under its Lease on the Closing Date and Purchaser shall 
accept title subject to such holding over or default without credit against, 
or reduction of, the Purchase Price, subject, however, to apportionment 
pursuant to Paragraph 3 above.
      
      (c)   Seller shall not modify, extend, renew or cancel (except as a 
result of a default by the other party thereunder) any Contracts that affect 
the operation of the Property, or enter into any new Contract that materially 
affects the operation of the Property without Purchaser's prior consent in 
each instance, which consent shall not be unreasonably withheld or delayed, 
and if withheld, Purchaser shall promptly give Seller a notice stating the 
reasons therefor. With respect to any proposed action by Seller to be 
submitted to Purchaser for its consent pursuant to this subsection (c), 
Purchaser shall grant or deny its consent, with the reason for any such 
denial within ten (10) days after receipt by Purchaser of Seller's notice 
requesting Purchaser's consent to the proposed action relating to such 
existing or proposed Contract. If Purchaser fails to reply to Seller's 
request for consent pursuant to the provisions of this subsection (c) in a 
notice given within the above described time period or if Purchaser expressly 
denies its consent but fails to provide Seller with the reasons for such 
denial, Purchaser's consent shall be deemed to be granted.
   
     (d) Seller, through its accountants and attorneys engaged for such 
purpose, has commenced but not completed proceedings for the partial refund 
of real estate taxes and assessments based on a claimed reduction in 
assessable valuation of the Property. From and after the Closing Date, 
Purchaser will supervise and coordinate such proceedings and the efforts of 
such accountants and attorneys, and will pay all charges incurred in 
connection therewith. All refunds received after the Closing Date, whether 
for tax years prior to or after the 1996-1997 tax year, shall be paid to 
Purchaser, and Seller shall have no responsibility in connection therewith or 
      
                                      28   


interest therein, provided that Purchaser shall be responsible for the 
payments of any such refunds to any tenants entitled thereto. The provisions 
of this Section 12(d) shall survive the Closing indefinitely.

     13. AS IS

      (a) AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLER 
AND PURCHASER AGREE THAT PURCHASER IS TAKING THE PROPERTY "AS-IS" WITH ANY 
AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER 
THAT THE PROPERTY IS FIT FOR A PARTICULAR PURP0SE. EXCEPT AS EXPRESSLY SET 
FORTH HEREIN, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY 
REPRESENTATION, STATEMENT OR OTHER ASSERTION WITH RESPECT TO THE PROPERTY 
CONDITION, BUT IS RELYING UPON ITS EXAMINATION OF THE PROPERTY. EXCEPT AS 
OTHERWISE PROVIDED FOR IN THIS AGREEMENT, PURCHASER TAKES THE PROPERTY UNDER 
THE EXPRESS UNDERSTANDING THERE ARE NO EXPRESS OR IMPLIED WARRANTIES. THE 
PROVISIONS OF THIS SECTION 13(a) SHALL NOT NEGATE ANY EXPRESS REPRESENTATIONS 
OF SELLER SET FORTH IN THIS AGREEMENT. PURCHASER ACKNOWLEDGES THAT (A) AN 
AFFILIATE OF PURCHASER OWNED THE PROPERTY PRIOR TO SEPTEMBER 19, 1994, WITH 
AN AFFILIATE OF SELLER, (B) SINCE SEPTEMBER 19, 1994, PURCHASER'S AFFILIATE,
MANAGER, HAS BEEN THE MANAGER OF THE PROPERTY AND (C) BASED ON ITS PRIOR 
OWNERSHIP AND THE MANAGER'S MANAGEMENT OF THE PROPERTY, PURCHASER IS FAMILIAR 
WITH THE MANAGEMENT, OWNERSHIP, OPERATION, MAINTENANCE, FINANCIAL AND 
PHYSICAL CONDITION AND OTHER MATTERS RELATING TO THE PROPERTY. PURCHASER 
FURTHER ACKNOWLEDGES THAT PURCHASER IS A SOPHISTICATED BUYER, WITH EXPERIENCE 
IN REAL ESTATE INVESTMENTS.

      (b) This Agreement, as written, together with that certain License and 
Indemnity Agreement dated as of September 19, 1996 (the "License and 
Indemnity Agreement") between Seller and The Macerich Partnership, L.P., 
contains all the terms of the agreement entered into between the parties as 
of the date hereof, and Purchaser acknowledges that neither Seller nor any of 
Seller's Affiliates (as defined in Section 24(e)), nor any of their agents or 
representatives, nor Broker has made any representations or held out any 
inducements to Purchaser, and Seller hereby specifically disclaims any 
representation, oral or written, past, present or future, other than those 
specifically set forth in this Agreement. Without limiting the generality of 
the foregoing,
   
   
                                      29


Purchaser has not relied on any representations or warranties, and neither 
Seller nor any of Seller's Affiliates, nor any of their agents or 
representatives has or is willing to make any representations or warranties, 
express or implied, other than as may be expressly set forth herein, as to 
(i) the status of title to the Property; (ii) the Leases, the Anchor Leases 
or the Shopping Center Agreements; (iii) the Contracts; (iv) the Licenses; 
(v) the current or future real estate tax liability, assessment or valuation 
of the Property; (vi) the potential qualification of the Property for any and 
all benefits conferred by any Laws whether for subsidies, special real estate 
tax treatment, insurance, mortgages or any other benefits, whether similar or 
dissimilar to those enumerated; (vii) the compliance of the Property in its 
current or any future state with applicable Laws or any violations thereof, 
including, without limitation, those relating to access for the handicapped, 
environmental or zoning matters, and the ability to obtain a change in the 
zoning or a variance in rspect to the Property' non-compliance, if any, with 
zoning Laws: (viii) the nature and extent of any right-of-way, lease, 
possession, lien, encumbrance, license, reservation, condition or otherwise; 
(ix) the availability of financing for the purchase, alteration, 
rehabilitation or operation of the Property from any source, including, 
without limitation, any government authority or any lender; (x) the current 
or future use of the Property, including, without limitation, the Property' 
use for retail purposes; (xi) the present and future condition and operating 
state of any Personal Property and the present or future structural and 
physical condition of the Buildings, their suitability for rehabilitation or 
renovation, or the need for expenditures for capital improvements, repairs or 
replacements thereto; (xii) the viability or financial condition of any 
tenant; (xiii) the status of the leasing market in which the Property is 
located; or (xiv) the actual or projected income or operating expenses of the 
Property.

      (c) Purchaser acknowledges that Seller has afforded Purchaser the 
opportunity for full and complete investigations, examinations and 
inspections of the Property and all Property Information. Purchaser 
acknowledges and agrees that (i) the Property Information delivered or made 
available to Purchaser and Purchaser's Representatives by Seller or Seller's 
Affiliates, or any of their agents or representatives may have been prepared 
by third parties and may not be the work product of Seller and/or any of 
Seller's Affiliates; (ii) neither Seller nor any of Seller's Affiliates has 
made or is obligated to have made any independent investigation or 
verification of the Property Information; (iii) the Property Information 
delivered or made available to Purchaser and Purchaser's Representatives is 
furnished to each of them at the request, and for the convenience of, 
Purchaser; (iv) Purchaser is relying solely on its own investigations, 
examinations and inspections of the Property and those of Purchaser's 
Representatives and is not relying in any way on the Property Information 
furnished by Seller or any of Seller's Affiliates, or any of their agents or 
representatives except for Seller's express representations and warranties 
set forth herein; (v) except as to Seller's express representations and 
warranties set forth herein, Seller

                                      30



expressly disclaims any representations or warranties with respect to the 
accuracy or completeness of the Property Information and Purchaser releases 
Seller and Seller's Affiliates, and their agents and representatives, from 
any and all liability with respect thereto; and (vi) any further distribution 
of the Property Information is subject to Section 23. Purchaser, on behalf of 
itself and any successor owner of the Property which is an Affiliate of 
Purchaser, hereby fully and irrevocably releases Seller and Seller's 
Affiliates, and their agents and representatives, from any and all claims 
that it may now have or hereafter acquire against Seller or Seller's 
Affiliates, or their agents or representatives, for any cost, loss, 
liability, damage, expense, action or cause of action, whether foreseen or 
unforeseen, arising from or related to any obligations or liability existing 
as of the date hereof under any of the Leases, the Contracts, the Licenses, 
the Shopping Center Agreements or the First Mortgage Debt Loan Documents, 
except for claims against Seller in connection with or arising out of (x) 
Retained Claims, or (y) subject to Section 7(a)(iii), a breach of any 
representation, warranty or covenant of Seller contained in this Agreement or 
the indemnity of Seller contained in Section 17 of this Agreement. Purchaser 
further acknowledges and agrees that this release shall be given full force 
and effect according to each of its expressed terms and provisions, 
including, but not limited to, those relating to unknown and suspected 
claims, damages and causes of action.

      (d) Purchaser acknowledges that the Property contains asbestos and other 
potentially environmentally hazardous, toxic or dangerous substances. 
Purchaser, on behalf of itself and any successor owner of the Property which 
is an Affiliate of Purchaser, hereby fully and irrevocably releases Seller 
and Seller's affiliates, and their agents and representatives, from any and 
all claims that it may now have or hereafter acquire against Seller or 
Seller's Affiliates, or their agents or representatives, but not any 
contractors or consultants with whom Seller may have contracted for work in 
connection with the Property, for any cost, loss, liability, damage, expense, 
action or cause of action, whether foreseen or unforeseen, arising from or 
related to any construction defects, errors or omissions on or in the 
Property, the presence of environmentally hazardous, toxic or dangerous 
substances, or any other conditions (whether patent, latent or otherwise) 
affecting the Property, except for claims against Seller based upon any 
obligations and liabilities of Seller expressly provided in this Agreement. 
Purchaser further acknowledges and agrees that this release shall be given 
full force and effect according to each of its expressed terms and 
provisions, including, but not limited to, those relating to unknown and 
suspected claims, damages and causes of action. As a material covenant and 
condition of this Agreement, Purchaser agrees that in the event of any such 
construction defects, errors or omissions, the presence of environmentally 
hazardous, toxic or dangerous substances, or any other conditions affecting 
the Property, Purchaser shall look solely to Seller's predecessors in 
interest or to such contractors and consultants as may have contracted for 
work in connection with the Property for any redress or

                                      31


relief, except for claims against Seller based upon any obligations and 
liabilities of Seller expressly provided in this Agreement. Purchaser further 
understands that some of Seller's predecessors in interest or such 
contractors and consultants may have filed petitions under the bankruptcy 
code and Purchaser may have no remedy against such predecessors, contractors 
or consultants.
   
      (e) Seller shall not be liable or bound in any manner by any oral or 
written "setups" or information pertaining to the Property or the rents 
furnished by Seller, Seller's Affiliates, their agents or representatives, 
any real estate broker or other person.    

      (f) THE PROVISIONS OF THIS SECTION 13 SHALL SURVIVE INDEFINITELY ANY 
TERMINATION OF THIS AGREEMENT AND THE CLOSING.
   
   14. BROKER
   
   Purchaser and Seller each represent and warrant to the other that it 
has not dealt with any broker other than LaSalle Real Estate Partners 
("LaSalle") in connection with the Property and the transactions described 
herein. Seller shall be solely responsible for payment of LaSalle's 
commission. Each party hereto agrees to indemnify, defend and hold the other 
harmless from and against any and all claims, causes of action, losses, 
costs, expenses, damages or liabilities, including reasonable attorneys' fees 
and disbursements, which the other may sustain, incur or be exposed to, by 
reason of any claim or claims by any other broker, finder or other person, 
for fees, commissions or other compensation arising out of the transactions 
contemplated in this Agreement if such claim or claims are based in whole or 
in part on dealings or agreements with the indemnifying party. 
Notwithstanding any provisions of this Agreement to the contrary, in no event 
shall Seller be liable for, and the foregoing indemnity of Seller shall in no 
event apply to, claims by any other broker, finder or other person for such 
fees, commissions or other compensation if such claims are based upon 
dealings or agreements with prior owners of the Property. The obligations and 
representations and warranties contained in this Section 14 shall survive the 
termination of this Agreement and the Closing.

   15. CASUALTY; CONDEMNATION

   (a) DAMAGE OR DESTRUCTION: If, prior to the Closing Date, a "material" part 
(as hereinafter defined) of the Property is damaged or destroyed by fire or 
other casualty, Seller shall notify Purchaser of such fact and, except as 
hereinafter provided, Purchaser shall have the option to terminate this 
Agreement upon notice to Seller given not later than ten (10) days after 
receipt of Seller's notice. If this Agreement is so terminated, the 
provisions of Section 15(d) shall apply.

                                         32
   


Notwithstanding the foregoing, if a "material" part of the Property is 
damaged or destroyed and Purchaser elects to terminate this Agreement as 
provided above, Purchaser's election shall be ineffective if within ten (10) 
days after Seller's receipt of Purchaser's election notice, Seller shall 
elect by notice to Purchaser to repair such damage or destruction and shall 
thereafter complete such repair within 120 days after the then scheduled 
Closing Date at the time of Purchaser's election. If Seller makes such 
election to repair, Seller shall have the right to adjourn the Closing Date 
one or more times for up to one hundred twenty (120) days in the aggregate in 
order to complete such repairs and shall have the right to retain all 
insurance proceeds which Seller may be entitled to receive as a result of 
such damage or destruction. If (i) Purchaser does not elect to terminate this 
Agreement, (ii) Purchaser elects to terminate this Agreement but such 
election is ineffective because Seller elects to repair such damage and 
completes such repair within such 120-day period provided above, or (iii) 
there is damage to or destruction of an "immaterial" part ("immaterial" is 
herein deemed to be any damage or destruction which is not "material", as 
such term is hereinafter defined) of the Property. Purchaser shall close 
title as provided in this Agreement and, at the Closing, Seller shall, unless 
Seller has repaired such damage or destruction prior to the Closing, (x) pay 
over to Purchaser the proceeds of any insurance collected by Seller less the 
amount of all costs incurred by Seller in connection with the repair of such 
damage or destruction plus the leser of (A) the amount of the deductible 
under the applicable insurance policy or (B) the estimated cost of repair of 
such damage or destruction as reasonably estimated by Seller and approved by 
Purchaser, and (y) assign and transfer to Purchaser all right, title and 
interest of Seller in and to any uncollected insurance proceeds which Seller 
may be entitled to receive from such damage or destruction. A "material" part 
of the Property shall be deemed to have been damaged or destroyed if the cost 
of repair or replacement shall, together with any costs to repair or replace 
any of the property covered by the Other Sale Agreements due to fire or other 
casualty and the estimated cost of any lost rents not covered by an 
assignment of any rights of Seller to rental loss insurance which may under 
the terms of Seller's insurance policy be assigned to Purchaser, exceed 
$3,000,000 in the aggregate.

   (b) CONDEMNATION: If, prior to the Closing Date, all or any "significant" 
portion (as hereinafter defined) of the Property is taken by eminent domain 
or condemnation (or is the subject of a pending taking which has not been 
consummated), Seller shall notify Purchaser of such fact and Purchaser shall 
have the option to terminate this Agreement upon notice to Seller given not 
later than ten (10) days after receipt of the Seller's notice. If this 
Agreement is so terminated, the provisions of Section 15(d) shall apply. If 
Purchaser does not elect to terminate this Agreement, or if an 
"insignificant" portion ("insignificant" is herein deemed to be any taking 
which is not "significant", as such term is herein defined) of the Property 
is taken by eminent domain or condemnation, Purchaser shall close title as 
provided in this Agreement and, at the Closing Seller
   
                                     33



shall assign and turnover, and Purchaser shall be entitled to receive and 
keep, all awards or other proceeds for such taking by eminent domain or 
condemnation. A "significant" portion of the Property means (i) any portion 
of the Buildings, (ii) a portion of the parking areas if the taking thereof 
reduces the remaining available number of parking spaces below the minimum 
legally required or the number required under any Anchor Lease or Shopping 
Center Agreement, (iii) a legally required driveway on the Land which cannot 
be replaced with a new driveway so as to satisfy the necessary legal 
requirements, or (iv) any other driveway on such Land if such driveway is the 
predominant means of ingress thereto or egress therefrom.

   (c) Notwithstanding anything contained in Section 15(a) and Section 15(b) 
to the contrary, if this Agreement is not terminated as provided in 
Section 15(a) or Section 15(b) and the insurance, eminent domain or condemnation
proceeds payable with respect to the Property as a result of any casualty or 
taking exceeds the Purchase Price, Seller's obligation to pay over to 
Purchaser those proceeds paid to Seller prior to the Closing shall be limited 
to the amount of the Purchase Price and Seller shall be entitled to retain 
the remainder of such proceeds. To the extent that payment of all or any 
portion of such proceeds does not occur prior to the Closing, the parties 
agree that Seller shall be entitled to that portion of the proceeds in excess 
of the Purchase Price, which agreement shall survive the Closing.

   (d) If Purchaser elects to terminate this Agreement pursuant to Section 
15(a) or 15(b), this Agreement shall be terminated and neither party shall 
have any further rights, obligations or liabilities hereunder, except for the 
Surviving Obligations, and except that Purchaser (subject to the provisions 
of Sections 19 and 26 and provided Purchaser is not otherwise in default 
hereunder) shall be entitled to a return of the Downpayment.

   16. REMEDIES

   (a) If the Closing fails to occur by reason of Seller's inability (subject 
to Section 6(b)) to perform its obligations under this Agreement (as opposed 
to Seller's failure or refusal to perform such obligations), then Purchaser, 
as its sole remedy for such inability of Seller, may either (i) terminate 
this Agreement by notice to Seller or (ii) waive such defect causing such 
inability and proceed to close without any abatement or reduction of the 
Purchase Price. If Purchaser elects to terminate this Agreement, then this 
Agreement shall be terminated and neither party shall have any further 
rights, obligations or liabilities hereunder, except for the Surviving 
Obligations, and except that Purchaser (subject to the provisions of Sections 
19 and 26 and provided Purchaser is not otherwise in default hereunder) shall 
be entitled to a return of the Downpayment. Except as set forth in this 
Section 16(a), Purchaser hereby expressly waives,

                                         34



relinquishes and releases any other right or remedy available to it at law, 
in equity or otherwise (including, without limitation, any right to record or 
file a notice of lis pendens or notice of pendency of action or similar 
notice against any portion of the Property and the right to sue for or seek 
any monetary award or judgment and/or consequential, incidental, punitive, 
exemplary or other damages from or against Seller) if the Closing fails to 
occur by reason of Seller's inability to perform its obligations hereunder.

   (b) If the Closing fails to occur by reason of Purchaser's failure or 
refusal to perform its obligations hereunder, or if the closing under any of 
the Other Sale Agreements fails to occur by reason of the failure or refusal 
of any affiliate of Purchaser to perform its obligations thereunder, then 
Seller may terminate this Agreement by notice to Purchaser. If Seller elects 
to terminate this Agreement, then this Agreement shall be terminated and 
neither party shall have any further rights, obligations or liabilities 
hereunder, except for the Surviving Obligations and, except that Seller may 
retain the Downpayment as liquidated damages for all loss, damage and 
expenses suffered by Seller, it being agreed that Seller's damages are 
impossible to ascertain. Nothing contained herein shall limit or restrict 
Seller's ability to pursue any rights or remedies it may have against 
Purchaser with respect to the Surviving Obligations. Except as set forth in 
this Section 16(b) and Section 23(e) and except for any rights and remedies 
that Seller may have under Section 18. Seller hereby expressly waives, 
relinquishes and releases any other right or remedy available to it at law, 
in equity or otherwise by reason of Purchaser's default hereunder or 
Purchaser's failure or refusal to perform its obligations hereunder.

   PURCHASER AND SELLER ACKNOWLEDGE THAT, IN THE EVENT OF DEFAULT AS 
DESCRIBED ABOVE, IT WOULD BE IMPRACTICAL OR IMPOSSIBLE TO ACCURATELY 
ASCERTAIN SELLER'S DAMAGES. ACCORDINGLY, PURCHASER AND SELLER HEREBY AGREE 
THAT IN THE EVENT THE SALE HEREUNDER FAILS TO CLOSE BY REASON OF ANY DEFAULT 
DESCRIBED ABOVE, SELLER SHALL BE ENTITLED TO RETAIN AS ITS SOLE REMEDY THE 
DOWNPAYMENT (INCLUDING ALL INTEREST EARNED THEREON) AS LIQUIDATED DAMAGES IN 
LIEU OF ALL OTHER RIGHTS AND REMEDIES TO WHICH SELLER MAY BE ENTITLED. 
PURCHASER AND SELLER AGREE THAT SAID DOWNPAYMENT REPRESENTS REASONABLE 
LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES.
   
     PURCHASER'S INITIALS  RAB                     SELLER'S INITIALS  DAJ
                          -----                                      -----


   (c) If the Closing fails to occur by reason of Seller's failure or refusal 
to perform its obligations hereunder, then Purchaser, as its sole remedy 
hereunder, may (i) terminate this

                                       35 



Agreement by notice to Seller or (ii) seek specific performance from Seller. 
As a condition precedent to Purchaser exercising any right it may have to 
bring an action for specific performance as the result of Seller's failure or 
refusal to perform its obligations hereunder, Purchaser must commence such an 
action within ninety (90) days after the occurrence of such default. 
Purchaser agrees that its failure to timely commence such an action for 
specific performance within such ninety (90) day period shall be deemed a 
waiver by it of its right to commence an action for specific performance as 
well as a waiver by it of any right it may have to file or record a notice of 
lis pendens or notice of pendency of action or similar notice against any 
portion of the Property. Except as set forth in this Section 16(c) and 
Section 17, Purchaser hereby expressly waives, relinquishes and releases any 
other right or remedy available to it at law, in equity or otherwise if the 
Closing fails to occur by reason of Seller's failure or refusal to perform 
its obligations hereunder, including without limitation the right to sue for 
or seek any monetary award or judgment and/or consequential, incidental, 
punitive, exemplary or other damages, from or against Seller.

   17. SELLER'S INDEMNITY

   Seller hereby agrees to indemnify Purchaser and Purchaser's affiliates 
(other than Manager) against, and to hold Purchaser and Purchaser's 
affiliates (other than Manager) harmless from all claims, demands, causes of 
action, losses, damages, liabilities, costs and expenses (including, without 
limitation, attorneys' fees and disbursements) asserted against or incurred 
by Purchaser or Purchaser's affiliates (other than Manager) in connection 
with or arising out of (a) the matters set forth on SCHEDULE "13" annexed 
hereto and made a part hereof relating to the ownership and operation of the 
Property prior to the Closing Date, or (b) subject to Section 7(a)(iii), a 
breach of any representation, warranty or covenant of Seller contained in 
this Agreement. Seller's obligations under this Section 17 shall survive the 
Closing indefinitely.
   
   18. PURCHASER'S INDEMNITY

   Purchaser hereby agrees to indemnify Seller and Seller's Affiliates 
against, and to hold Seller and Seller's Affiliates harmless from all claims, 
demands, causes of action, losses, damages, liabilities, costs and expenses 
(including, without limitation, attorneys' fees and disbursements) asserted 
against or incurred by Seller or any of Seller's Affiliates in connection 
with or arising out of (a) all matters relating to the ownership or operation 
of the Property from and after the Closing Date, (b) a breach of any 
representation, warranty or covenant of Purchaser contained in this 
Agreement, (c) the Assumed Claims, (d) any liability to tenants under Leases 
or parties to a Shopping Center Agreement with respect to (i) the repayment 
of any real estate tax

                                       36 



refunds received by Purchaser or other successor owner of the Property 
subsequent to the Closing Date and relating to any tax period prior to the 
Closing Date, or (ii) the repayment of any overcharges for common area 
maintenance, Recoverable Expenses or similar charges, or (e) except for the 
matters listed on SCHEDULE "13" hereto, all matters assumed by Purchaser 
pursuant to the terms of this Agreement or any of the documents delivered 
pursuant hereto. Purchaser's obligations under this Section 18 shall survive 
the Closing indefinitely.

   19. ESCROW

   Escrow Agent shall hold the Downpayment in escrow and shall dispose of the 
Downpayment only in accordance with the following provisions:

   (a) Escrow Agent shall deliver the Downpayment to Seller or Purchaser, as 
the case may be, as follows:

      (i)   to Seller, upon completion of the Closing; or

      (ii)  to Seller, after receipt of Seller's demand in which Seller 
certifies either that (A) Purchaser has defaulted under this Agreement, or 
(B) this Agreement has been otherwise terminated or cancelled, and Seller is 
thereby entitled to receive the Downpayment; but Escrow Agent shall not honor 
Seller's demand until more than ten (10) days after Escrow Agent has given a 
copy of Seller's demand to Purchaser in accordance with Section 19(b)(i), nor 
thereafter if Escrow Agent receives a Notice of Objection (as defined in 
Section 19(b)(i)) from Purchaser within such ten (10) day period; or

      (iii) to Purchaser, after receipt of Purchaser's demand in which 
Purchaser certifies either that (A) Seller has defaulted under this 
Agreement, or (B) this Agreement has been otherwise terminated or cancelled, 
and Purchaser is thereby entitled to receive the Downpayment; but Escrow 
Agent shall not honor Purchaser's demand until more than ten (10) days after 
Escrow Agent has given a copy of Purchaser's demand to Seller in accordance 
with Section 19(b)(i), nor thereafter if Escrow Agent receives a Notice of 
Objection from Seller within such ten (10) day period.

Upon delivery of the Downpayment, Escrow Agent shall be relieved of all 
liability hereunder and with respect to the Downpayment unless delivered in 
contradiction to the provisions hereof. Escrow Agent shall deliver the 
Downpayment, at the election of the party entitled to receive the same, by 
(i) a good, unendorsed certified check of Escrow Agent payable to the order 
of such

                                      37 



party, (ii) an unendorsed official bank or cashier's check payable to the 
order of such party, or (iii) a bank wire transfer of immediately available 
funds to an account designated by such party.

     (b) (i) Upon receipt of a written demand from Seller or Purchaser under 
Section 19(a)(ii) or (iii), Escrow Agent shall send a copy of such demand to 
the other party. Within ten (10) days after the date of receiving same, but 
not thereafter, the other party may object to delivery of the Downpayment to 
the party making such demand by giving a notice of objection (a "Notice of 
Objection") to Escrow Agent. After receiving a Notice of Objection, Escrow 
Agent shall send a copy of such Notice of Objection to the party who made the 
demand; and thereafter, in its sole and absolute discretion, Escrow Agent may 
elect either (A) to continue to hold the Downpayment until Escrow Agent 
receives a written agreement of Purchaser and Seller directing the 
disbursement of the Downpayment, in which event Escrow Agent shall disburse 
the Downpayment in accordance with such agreement; and/or (B) deposit the 
Downpayment into any court of competent jurisdiction and bring any action of 
interpleader or any other proceeding; and/or (C) in the event of any 
litigation between Seller and Purchaser, to deposit the Downpayment with the 
clerk of the court in which such litigation is pending. Notwithstanding any 
other provision contained within this Agreement, if Purchaser has terminated 
this Agreement in accordance with the provisions of Sections 7(a)(ii), 9(c), 
15(a), 15(b), 16(a) and/or 24(m). Seller shall be entitled to deliver a 
Notice of Objection to the Escrow Agent pursuant to its right to do so in 
accordance with the other provisions of this Section 19. Seller hereby agrees 
that it shall include within any such Notice of Objection the amount which it 
claims to be entitled to pursuant to the appropriate provisions of this 
Agreement, with any such claim for damages being limited to actual damages 
expected to be suffered or incurred by Seller as a result of Purchaser's 
breach of its indemnification obligations as set forth in Sections 14 and 17 
above (together with reasonable attorney's fees and cost of suit), and with 
Escrow Agent being instructed to return the balance of the Downpayment to 
Purchaser.

   (ii) If Escrow Agent is uncertain for any reason whatsoever as to its 
duties or rights hereunder (and whether or not Escrow Agent has received any 
written demand under Section 19(a)(ii) or (iii), or Notice of Objection under 
Section 19(b)(i)), notwithstanding anything to the contrary herein, Escrow 
Agent may hold and apply the Downpayment pursuant to Section 19(b)(i)(A),(B) 
or (C). In the event the Downpayment is deposited in a court by Escrow Agent 
pursuant to Section 19(b)(i)(B) or (C), Escrow Agent shall be entitled to 
rely upon the decision of such court. In the event of any dispute whatsoever 
among the parties with respect to disposition of the Downpayment, Purchaser 
and Seller shall pay the attorneys' fees and costs incurred by Escrow Agent 
(which said parties shall share equally, but for which said parties shall be 
jointly and severally liable) for any litigation in which Escrow Agent is 
named as, or becomes, a party.
   
                                      38



     (c) Notwithstanding anything to the contrary in this Agreement, within 
one (1) business day after the date of this Agreement, Escrow Agent shall 
place the Downpayment in an Approved Investment. Escrow Agent may not 
commingle the Downpayment with any other funds held by Escrow Agent. Escrow 
Agent may convert the Downpayment from the Approved Investment into cash or a 
non-interest-bearing demand account at an Approved Institution as follows:

     (i) at any time within seven (7) days prior to the Closing Date; or

     (ii) if the Closing Date is accelerated or extended, at any time within 
seven (7) days prior to the accelerated or extended Closing Date (PROVIDED, 
HOWEVER, that Seller and Purchaser shall give Escrow Agent timely notice of 
any such acceleration or extension and that Escrow Agent may hold the 
Downpayment in cash or a non-interest-bearing deposit account if Seller and 
Purchaser do not give Escrow Agent timely notice of any such adjournment).

     (d) As used herein, the term "Approved Investment" means (i) any 
interest-bearing demand account or money market fund with Wells Fargo Bank, 
N.A. or any other institution otherwise approved by both Seller and Purchaser 
(collectively, an "Approved Institution"), or (ii) any other investment 
approved by both Seller and Purchaser. The rate of interest or yield need not 
be the maximum available and deposits, withdrawals, purchases, reinvestment 
of any matured investment and sales shall be made in the sole discretion of 
Escrow Agent, which shall have no liability whatsoever therefor. Discounts 
earned shall be deemed interest for the purpose hereof.

     (e) Escrow Agent shall have no duties or responsibilities except those 
set forth herein, which the parties hereto agree are ministerial in nature. 
Seller and Purchaser acknowledge that except for Escrow Agent's own willful 
default, misconduct or gross negligence, Escrow Agent shall have no liability 
of any kind whatsoever arising out of or in connection with its activity as 
Escrow Agent. Seller and Purchaser jointly and severally agree to and do 
hereby indemnify and hold harmless Escrow Agent from all loss, cost, claim, 
damage, liability, and expense (including, without limitation, attorneys' 
fees and disbursements whether paid to retained attorneys or representing the 
fair value of legal services rendered to itself) which may be incurred by 
reason of its acting as Escrow Agent provided the same is not the result of 
Escrow Agent's willful default, misconduct or gross negligence. Escrow Agent 
may only charge against the Downpayment any amounts owed to it under the 
foregoing indemnity or may withhold the delivery of the Downpayment as 
security for any unliquidated claim, or both if Purchaser is liable to Escrow 
Agent for any costs.

     (f) Any Notice of Objection, demand or other notice or communication 
which may or must be sent, given or made under this Agreement to or by Escrow 
Agent shall be sent in accordance with the provisions of Section 22.

                                      39



     (g) Simultaneously with their execution and delivery of this Agreement, 
Purchaser and Seller shall furnish Escrow Agent with their true Federal 
Taxpayer Identification Numbers so that Escrow Agent may file appropriate 
income tax information returns with respect to any interest in the 
Downpayment or other income from the Approved Investment. The party 
ultimately entitled to any accrued interest in the Downpayment shall be the 
party responsible for the payment of any tax due thereon.

    (h) Any amendment of this Agreement which could alter or otherwise affect 
Escrow Agent's obligations hereunder will not be effective against or binding 
upon Escrow Agent without Escrow Agent's prior consent, which consent may be 
withheld in Escrow Agent's sole and absolute discretion.

    (i) The provisions of this Section 19 shall survive the termination of 
this Agreement and the Closing.

    20. ASSIGNMENT

    This Agreement may not be assigned by Purchaser and any assignment or 
attempted assignment by Purchaser shall constitute a default by Purchaser 
hereunder and shall be null and void.

    21. ACCESS TO RECORDS

    For a period of five (5) years subsequent to the Closing Date, either 
party to this Agreement, Affiliates of either party and their employees, 
agents and representatives shall be entitled to access during business hours 
to all documents, books and records given to such party by the other party at 
the Closing (including all books and records given to Purchaser or its 
affiliates by Manager) for tax and audit purposes, regulatory compliance, and 
cooperation with governmental investigations upon reasonable prior notice to 
the other party, and shall have the right, at its sole cost and expense, to 
make copies of such documents, books and records. The provisions of this 
Section 21 shall survive the Closing.

    22. NOTICES

    (a) All notices, elections, consents, approvals, demands, objections, 
requests or other communications which Seller, Purchaser or Escrow Agent may 
be required or desire to give pursuant to, under or by virtue of this 
Agreement must be in writing and sent by (i) first class, U.S. certified or 
registered mail, return receipt requested, with postage prepaid, (ii) express 
mail
 

                                      40




or courier (for next business day delivery), or (iii) telefax (in which event 
a copy shall also be required to be sent in accordance with subsection (ii) 
above), addressed as follows:

     If to Seller:
     
     MCA Fresno Associates, L.P.
     c/o LaSalle Advisors Limited 
     200 East Randolph Drive 
     Chicago, Illinois 60601 
     Attention: Robert K. Hagan, Esq. 
     Telefax No.: 312-782-4339
     
           with a copy to:
     
     MRA Holding Partnership
     c/o Citibank, N.A.
     Citicorp Realty Investment
      Advisors
     909 Third Avenue
     30th Floor
     New York, New York 10043
     Attention: Jeff Weissman
        and Rhona Landau
     Telefax No.: 212-793-9831      (Jeff Weissman) 
     Telefax No.: 212-793-6766      (Rhona Landau)
     
          with a copy to:
     
     c/o Dai-ichi Life (U.S.A.), Inc. 
     633 West 5th Street
     Suite 6700
     Los Angeles, California 90071 
     Attention: Mr. Yasuo Takasaki 
     Telefax No.: 213-624-1659
     

                                        41



   
         with a copy to:   
   
     Debevoise & Plimpton
     875 Third Avenue
     New York, New York 10022
     Attention: Peter Schwartz
     Telefax No.: 212-909-6836   
        
          with a copy to:   
        
     O'Melveny & Myers
     Embarcadero Center West
     275 Battery Street
     San Francisco, California 94111-3305
     Attention: Terry Cerezola
     Telefax No.: 415-984-8701   
        
         To Purchaser:   
        
     MR Fresno Limited Partnership
     233 Wilshire Boulevard
     Suite 700
     Santa Monica, California 90401
     Attention: Art Coppola
     Telefax No.: 310-395-2791   
        
         with a copy to:   
        
     c/o The Macerich Company 
     233 Wilshire Boulevard
     Suite 700
     Santa Monica, California 90401 
     Attention: Richard Bayer, Esq. 
     Telefax No.: 310-395-2791   
     
                                        42



 with a copy to:

     Sidley & Austin
     555 West Fifth Street
     Los Angeles, California 90013
     Attention: Marc Hayutin, Esq.
     Telefax No.: 213-896-6600

     If to Escrow Agent:

     Commonwealth Land Title Insurance Company
     888 West 6th Street
     Los Angeles, CA 90017
     Attention: Mr. Don Hallman
     Telecopier: 213-627-8722

    (b) Seller, Purchaser or Escrow Agent may designate another addressee or 
change its address for notices and other communications hereunder by a notice 
given to the other parties in the manner provided in this Section 22. A 
notice or other communication sent in compliance with the provisions of this 
Section 22 shall be deemed given and received on (i) the third (3rd) day 
following the date it is deposited in the U.S. mail, (ii) the date it is 
delivered to the other party if sent by express mail or courier (as evidenced 
by delivery receipt), or (iii) upon confirmation of receipt if sent by 
telefax in accordance with Section 22(a)(iii) above.

     23. PROPERTY INFORMATION AND CONFIDENTIALITY

     a) Purchaser agrees that, prior to the Closing, all Property Information 
shall be kept strictly confidential and shall not, without the prior consent 
of Seller, be disclosed by Purchaser or Purchaser's Representatives, in any 
manner whatsoever, in whole or in part, and will not be used by Purchaser or 
Purchaser's Representatives, directly or indirectly, for any purpose other 
than evaluating the Property. Moreover, Purchaser agrees that, prior to the 
Closing, the Property Information will be transmitted only to Purchaser's 
Representatives who need to know the Property Information for the purpose of 
evaluating the Property, and who have acknowledged to Purchaser in writing 
their agreement to maintain the confidentiality of the Property Information 
or who are by reason of their professional relationship with Purchaser so 
obligated. The provisions of this Section 23(a) shall in no event apply to 
Property Information which is a matter of public record and shall not prevent 
Purchaser from complying with Laws, including, without limitation, 
governmental regulatory, disclosure, tax and reporting requirements. 
Purchaser and

                                      43



Seller acknowledge that the duties of Manager with respect to Property
Information are separately governed by the Management Agreement.

     (b) Purchaser and Seller, for the benefit of each other, hereby agree 
that between the date hereof and the Closing Date, they will not release or 
cause or permit to be released any press notices, publicity (oral or written) 
or advertising promotion relating to, or otherwise announce or disclose or 
cause or permit to be announced or disclosed, in any manner whatsoever, the 
terms, conditions or substance of this Agreement or the transactions 
contemplated herein, without first obtaining the written consent of the other 
party hereto. It is understood that the foregoing shall not preclude either 
party from discussing the substance or any relevant details of the 
transactions contemplated in this Agreement, subject to the terms of 
Section 23(a), with any of its attorneys, accountants, professional consultants 
or potential lenders, as the case may be, or prevent either party hereto from 
complying with Laws, including, without limitation, governmental regulatory, 
disclosure, tax and reporting requirements.

      (c) Each party shall indemnify and hold the other harmless from and 
against any and all claims, demands, causes of action, losses, damages, 
liabilities, costs and expenses (including, without limitation, attorneys' 
fees and disbursements) suffered or incurred by such other party or its 
Affiliates and arising out of or in connection with a breach by the 
indemnifying party of the provisions of this Section 23.

     (d) As used in this Agreement, the term "Property Information" shall 
mean (i) all information and documents in any way relating to the Property, 
the operation thereof or the sale thereof (including, without limitation, 
Leases, Contracts, Shopping Center Agreements and Licenses) furnished to, or 
otherwise made available for review by, Purchaser or its directors, officers, 
employees, affiliates, partners, brokers, agents or other representatives, 
including, without limitation, attorneys, accountants, contractors, 
consultants, engineers and financial advisors (collectively, "Purchaser's 
Representatives"), by Seller or any of Seller's Affiliates, or their agents 
or representatives, including, without limitation, their contractors, 
engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) 
all analyses, compilations, data, studies, reports or other information or 
documents prepared or obtained by Purchaser or Purchaser's Representatives 
containing or based, in whole or in part, on the information or documents 
described in the preceding clause (i), or otherwise reflecting their review 
or investigation of the Property.

     (e) In addition to any other remedies available to Seller, Seller shall 
have the right to seek equitable relief, including, without limitation, 
injunctive relief or specific performance, against Purchaser or Purchaser's 
Representatives in order to enforce the provisions of this Section 23.

                                      44



    (f) The provisions of this Section 23 shall survive the termination of 
this Agreement and the Closing.

    (g) To the extent there is any inconsistency between the provisions of 
this Section 23 and the provisions of the License and Indemnity Agreement, 
the provisions of this Agreement shall govern and control.

    24. MISCELLANEOUS

    (a) This Agreement shall not be altered, amended, changed, waived, 
terminated or otherwise modified in any respect or particular, and no consent 
or approval required pursuant to this Agreement shall be effective, unless 
the same shall be in writing and signed by or on behalf of the party to be 
charged.

    (b) This Agreement shall be binding upon and shall inure to the benefit 
of the parties hereto and to their respective heirs, executors, 
administrators, successors and permitted assigns. This Agreement is not 
intended to give or confer any benefits, rights, privileges, claims, actions 
or remedies to any person or entity as a third party beneficiary, by decree 
or otherwise.

    (c) All prior statements, understandings, representations and agreements 
between the parties, oral or written, are superseded by and merged in this 
Agreement, which together with the License and Indemnity Agreement fully and 
completely expresses the agreement between them in connection with this 
transaction and which is entered into after full investigation, neither party 
relying upon any statement, understanding, representation or agreement made 
by the other not embodied in this Agreement. This Agreement shall be given a 
fair and reasonable construction in accordance with the intentions of the 
parties hereto, and without regard to or aid of canons requiring construction 
against Seller or the party drafting this Agreement.

    (d) Except as otherwise expressly provided herein, Purchaser's acceptance 
of the Deed shall be deemed a discharge of all of the obligations of Seller 
hereunder and all of Seller's representations, warranties, covenants and 
agreements herein shall merge in the documents and agreements executed at the 
Closing and shall not survive the Closing.

     (e) Purchaser agrees that it does not have and will not have any claims or 
causes of action against any disclosed or undisclosed officer, director, 
employee, trustee, shareholder, partner, principal, parent, subsidiary or 
other affiliate of Seller, including, without limitation, Citicorp, Citibank, 
N.A., Citicorp Real Estate, Inc., The Dai-Ichi Mutual Life Insurance Company, 
Dai-Ichi Life (U.S.A.), Inc., DSA-MRA, Inc. or LaSalle Partners or any 
officer, director, employee, trustee, shareholder, partner or principal of 
any such parent, subsidiary or other affiliate

                                      45



(collectively, the "Seller's Affiliates"), arising out of or in connection 
with this Agreement or the transactions contemplated hereby. Purchaser agrees 
to look solely to Seller and its assets for the satisfaction of any liability 
or obligation arising under this Agreement or the transactions contemplated 
hereby, or for the performance of any of the covenants, warranties or other 
agreements contained herein, and further agrees not to sue or otherwise seek 
to enforce any personal obligation against any of Seller's Affiliates with 
respect to any matters arising out of or in connection with this Agreement or 
the transactions contemplated hereby. Without limiting the generality of the 
foregoing provisions of this Section 24(e), Purchaser hereby unconditionally 
and irrevocably waives any and all claims and causes of action of any nature 
whatsoever it may now or hereafter have against Seller's Affiliates, and 
hereby unconditionally and irrevocably releases and discharges Seller's 
Affiliates from any and all liability whatsoever which may now or hereafter 
accrue in favor of Purchaser against Seller's Affiliates, in connection with 
or arising out of this Agreement or the transactions contemplated hereby. The 
provisions of this Section 24(e) shall survive the termination of this 
Agreement and the Closing.

    (f) Seller and Purchaser agree that, wherever this Agreement provides 
that a party must send or give any notice, make an election or take some 
other action within a specific time period in order to exercise a right or 
remedy it may have hereunder, time shall be of the essence with respect to 
the taking of such action, and such party's failure to take such action 
within the applicable time period shall be deemed to be an irrevocable waiver 
by such party of such right or remedy. If performance is on a legal holiday 
generally recognized by national banks in Los Angeles or New York, then the 
obligations may be performed the next business day.

    (g) No failure or delay of either party in the exercise of any right or 
remedy given to such party hereunder or the waiver by any party of any 
condition hereunder for its benefit (unless the time specified herein for 
exercise of such right or remedy has expired) shall constitute a waiver of 
any other or further right or remedy nor shall any single or partial exercise 
of any right or remedy preclude other or further exercise thereof or any 
other right or remedy. No waiver by either party of any breach hereunder or 
failure or refusal by the other party to comply with its obligations shall be 
deemed a waiver of any other or subsequent breach, failure or refusal to so 
comply.

    (h) Neither this Agreement nor any memorandum thereof shall be recorded 
and any attempted recordation hereof shall be void and shall constitute a 
default.

    (i) Delivery of this Agreement shall not be deemed an offer and 
neither Seller nor Purchaser shall have any rights or obligations hereunder 
unless and until both parties have signed and delivered an original of this 
Agreement. This Agreement may be executed in one or more

                                      46



counterparts, each of which so executed and delivered shall be deemed an 
original, but all of which taken together shall constitute but one and the 
same instrument.

    (j) Each of the Exhibits and Schedules referred to herein and attached 
hereto is incorporated herein by this reference.

    (k) The caption headings in this Agreement are for convenience only and 
are not intended to be a part of this Agreement and shall not be construed to 
modify, explain or alter any of the terms, covenants or conditions herein 
contained.

    (l) This Agreement shall be interpreted and enforced in accordance with 
the laws of the state in which the Property is located without reference to 
principles of conflicts of laws.

    (m) If any provision of this Agreement shall be unenforceable or invalid, 
the same shall not affect the remaining provisions of this Agreement and to 
this end the provisions of this Agreement are intended to be and shall be 
severable. Notwithstanding the foregoing sentence, if (i) any provision of 
this Agreement is finally determined by a court of competent jurisdiction to 
be unenforceable or invalid in whole or in part, (ii) the opportunity for all 
appeals of such determination have expired, and (iii) such unenforceability 
or invalidity alters the substance of this Agreement (taken as a whole) so as 
to deny either party, in a material way, the realization of the intended 
benefit of its bargain, such party may terminate this Agreement within thirty 
(30) days after the final determination by notice to the other. If such party 
so elects to terminate this Agreement, then this Agreement shall be 
terminated and neither party shall have any further rights, obligations or 
liabilities hereunder, except for the Surviving Obligations, and except that 
Purchaser shall (subject to the provisions of Sections 19 and 26 and provided 
Purchaser is not otherwise in default hereunder) be entitled to a return of 
the Downpayment.

(n) SELLER AND PURCHASER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, 
UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT EACH MAY HAVE TO TRIAL BY 
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT OR 
CONTRACT) BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR 
IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED AND 
DELIVERED BY EITHER PARTY IN CONNECTION HEREWITH (INCLUDING ANY ACTION TO 
RESCIND OR CANCEL THIS AGREEMENT ALLEGING THAT THIS AGREEMENT OR SUCH OTHER 
DOCUMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). EACH OF 
THE PARTIES TO THIS AGREEMENT ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL 
INDUCEMENT FOR SUCH PARTY TO ENTER INTO THIS AGREEMENT,

                                      47



THAT THE PARTIES TO THIS AGREEMENT HAVE RELIED ON THIS WAIVER IN ENTERING 
INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN 
THEIR RELATED FUTURE DEALINGS. EACH OF THE PARTIES TO THIS AGREEMENT FURTHER 
WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL 
COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS 
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER SHALL APPLY TO ANY 
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREE . 
IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT 
TO A TRIAL BY THE COURT. THE TERMS OF THIS SECTION 24(n) SHALL SURVIVE THE 
TERMINATION OF THIS AGREEMENT AND/OR THE CLOSING.

     25. FEES AND EXPENSES

Seller shall pay the fees of its attorneys and the expense of the Title 
Commitment and the American Land Title Association owner's title policy 
delivered at the Closing (not including the cost of any endorsements thereto 
other than any curative endorsements obtained by Seller to cure any 
Unacceptable Encumbrance). Purchaser shall pay the fees of its attorneys, the 
costs of any survey of the Property and the cost to obtain any endorsements 
to the American Land Title Association owner's title policy delivered at the 
Closing (other than the endorsements obtained by Seller as described above). 
Escrow fees and other incidental charges of Escrow Agent shall be paid 
one-half by Seller and one-half by Purchaser.

     26. RETURN OF THE DOWNPAYMENT

Notwithstanding anything to the contrary contained herein, if Purchaser 
terminates this Agreement pursuant to any of the provisions hereof, and if at 
the time of such termination (1) any broker (other than the Broker), finder 
or other person is claiming that they are entitled to a fee commission or 
other compensation arising out of the transaction contemplated in this 
Agreement by reason of any alleged agreement with Purchaser, or (2) Purchaser 
has breached the confidentiality requirements contained in Section 23, then 
the Downpayment (or the portion thereof which is necessary to compensate 
Seller for its losses and for damages relating to the matters described in 
(1) and (2) above) shall continue to be held in escrow and shall not be 
released to Purchaser until Purchaser has compensated Seller for all of 
Seller's losses and/or damages relating to the matters described in (1) and 
(2) above.

                                      48



    IN WITNESS WHEREOF, this Agreement has been duly executed by the parties 
hereto as of the day and year first above written.

                                       MCA FRESNO ASSOCIATES, L.P., 
                                        a Delaware limited partnership

                                       By: MCA FRESNO,INC.,
                                            its general partner

                                         By:  /s/ DAVID A. JONES
                                            ----------------------------------

                                       MR FRESNO LIMITED PARTNERSHIP, 
                                        a California limited partnership

                                       By: MACERICH FRESNO GP CORP., 
                                            a Delaware corporation

                                         By: /s/ RICHARD A. BAYER
                                            ----------------------------------
                                            Name: Richard A. Bayer
                                                 -----------------------------
                                            Title: GENERAL COUNSEL AND SECRETARY
                                                  ----------------------------

                             Solely for the purpose of

                             agreeing to the provisions

                             of Section 19:

                                          COMMONWEALTH LAND TITLE
                                           INSURANCE COMPANY, Escrow Agent

                                          By: /s/ LEE A. MILLER
                                             ---------------------------------
                                          Name:   Lee A. Miller
                                               -------------------------------
                                          Title:    Escrow
                                                ------------------------------

                                      49


                               TABLE OF DEFINED TERMS
                                          
    The following capitalized terms are defined in the respective Section of the
Agreement identified below:
                                          
    "A & A AGREEMENTS" - as such term is defined in Section 10(d) hereof.
                                          
    "ADDITIONAL RENTS" - as such term is defined in Section 3(c)(iii) hereof.
                                          
    "AGREEMENT" - as such term is defined in the opening paragraph hereof.
                                          
    "ANCHOR LEASE" - as such term is defined in Section 7(a)(i)(E) hereof.
                                          
    "APPROVED INSTITUTION" - as such term is defined in Section 19(d) hereof.
                                          
    "APPROVED INVESTMENT" - as such term is defined in Section 19(d) hereof.
                                      
    "ASSUMED CLAIMS" - as such claim is defined in Section 7(a)(i)(D).
                                          
    "BILL OF SALE" - as such term is defined in Section 10(f) hereof.
                                          
    "BUILDINGS" - as such term is defined in Section 1 hereof.
                                          
    "CLOSING" - as such term is defined in Section 4(b) hereof.
                                          
    "CLOSING DATE" - as such term is defined in Section 4(b) hereof.
                                          
    "CONTRACT AND LICENSE ASSIGNMENT" - as such term is defined in Section 10(c)
hereof.
                                          
    "CONTRACTS" - as such term is defined in Section 10(c) hereof.
                                          
    "DEED" - as such term is defined in Section 10(a) hereof.
                                          
    "DEED OF TRUST" - as defined in Schedule 4 hereto.
                                          
    "DOWNPAYMENT" - as such term is defined in Section 2(a) hereof.
                                          
    "ESCROW AGENT" - as such term is defined in Section 2(a) hereof.

                                         1


                                          
                                          
    "ENVIRONMENTAL AUDIT - as such term is defined in Section 4(a).
                                          
    "FIRST MORTGAGE DEBT ASSUMPTION AGREEMENT" - as such item is defined in 2(c)
hereof.
                                          
    "FIRST MORTGAGE DEBT" - as such term is defined in Section 2(c) hereof.
                                          
    "FIRST MORTGAGE DEBT LOAN DOCUMENTS" as such term is defined in Section
7(a)(i)(H).
                                          
    "GOTTSCHALK OBLIGATIONS" - as such term is defined in Section 12(a)(iii).
                                          
    "INTANGIBLE PROPERTY" - as such term is defined in Section 1 hereof.
                                          
    "INTANGIBLE PROPERTY ASSIGNMENT" - as such term is defined in Section 10(d)
hereof.
                                          
    "LAND" - as such term is defined in Section 1 hereof.
                                          
    "LAWS" - as such term is defined in Section 7(a)(i)(C) hereof.
                                          
    "LEASE ASSIGNMENT" - as such term is defined in Section 10(b) hereof.
                                          
    "LEASES" - as such term is defined in Section 1 hereof.
                                          
    "LICENSE AND INDEMNITY AGREEMENT" - as such term is defined in Section 13(b)
hereof.
                                          
    "LICENSES" - as such term is defined in Section 11(c) hereof.
                                          
    "LIENS" - as such term is defined in Section 6(b) hereof.
                                          
    "MANAGER" - as such term is defined in Section 3(a)(iv).
                                          
    "MOODY'S" - as such term is defined in Section 9(a)(vi).
                                          
    "NEW LEASE" - as such term is defined in Section 12(a)(ii) hereof.
                                          
    "NEW LEASE EXPENSES" - as such term is defined in Section 12(a)(ii) hereof.
                                          
    "NOTICE OF OBJECTION" - as such term is defined in Section 19(b)(i) hereof.
                                          
    "OTHER SALE AGREEMENTS" - as such term is defined in Section 9(a)(ix)
hereof.

                                      2



    "PERMITTED ENCUMBRANCES" - as such term is defined in Section 5 hereof.
                                          
    "PERSONAL PROPERTY" - as such term is defined in Section 1 hereof.
                                          
    "PROPERTY" - as such term is defined in Section 1 hereof.
                                          
    "PROPERTY INFORMATION" - as such term is defined in Section 23(d) hereof.
                                          
    "PURCHASE PRICE" - as such term is defined in Section 2 hereof.
                                          
    "PURCHASER" - as such term is defined in the opening paragraph hereof.
                                          
    "PURCHASER'S DOCUMENTS" - as such term is defined in Section 7(b)(i)(B)
hereof.
                                          
    "PURCHASER'S REPRESENTATIVES" - as such term is defined in Section 23(d)
hereof.
                                          
    "RECOVERABLE EXPENSES" - as such term is defined in Section 3(c)(iii).
                                          
    "RECOVERIES" - as such term is defined in Section 3(c)(iii).
                                          
    "RENT COMMENCEMENT DATE" - as such term is defined in Section 12(a)(iii)
hereof.
                                          
    "RETAINED CLAIMS" - as such term is defined in Section 7(a)(i)(D).
                                          
    "SELLER" - as such term is defined in the opening paragraph hereof.
                                          
    "SELLER'S AFFILIATES" - as such term is defined in Section 24(e) hereof.
                                          
    "SELLER'S DOCUMENTS" - as such term is defined in Section 7(a)(i)(B) hereof.
                                          
    "SELLER'S KNOWLEDGE" - as such term is defined in Section 7(a) hereof.
                                          
    "SHOPPING CENTER" - as such term is defined in the Preamble.
                                          
    "SHOPPING CENTER AGREEMENTS" - as such term is defined in Section 1 hereof.
                                          
    "SHOPPING CENTER AGREEMENT ASSIGNMENT" - as such term is defined in Section
10(r).
                                          
    "SURVIVING OBLIGATIONS" - as such term is defined in Section 9(c) hereof.


                                      3


                                          
    "TITLE COMMITMENT" - as such term is defined in Section 6(a)(i) hereof.

    "TITLE COMPANY" - as such term is defined in Section 2(a) hereof.

    "TRUST" - as such term is defined in Section 7(a)(i)(H) hereof.

    "TRUSTEE" - as such term is defined in Section 2(c).

    "TRUST AGREEMENT" - as such term is defined in Section 2(c).

    "TRUST AGREEMENT ASSIGNMENT" - as such term is defined in Section 10(s).

    "UNACCEPTABLE ENCUMBRANCES" - as such term is defined in Section 6(a)(i)
hereof.

    "WELLS FARGO CREDIT AGREEMENT" - as such term is defined in Section
7(b)(i)(c).

    "WELLS FARGO CONSENT" - as such term is defined in Section 7(b)(i)(c).

                                      4


                                                              BUENAVENTURA MALL

- --------------------------------------------------------------------------

    
                        SALE-PURCHASE AGREEMENT

                               between

                 MCA BUENAVENTURA ASSOCIATES, L.P.,

                              Seller

                               and

               MR BUENAVENTURA LIMITED PARTNERSHIP,

                            Purchaser

                    Dated as of November 22, 1996

- --------------------------------------------------------------------------



                            TABLE OF CONTENTS
    
    
1.   Sale of the Property............................................ 1

2.   Purchase Price.................................................. 2

3.   Apportionments.................................................. 3

4.   Due Diligence Review and Closing Date........................... 9

5.   Permitted Encumbrances.......................................... 9

6.   Title .......................................................... 9

7.   Representations and Warranties................................. 12

8.   Transfer Taxes................................................. 17

9.   Conditions Precedent to the Closing............................ 18

10.  Documents to be Delivered by Seller at the Closing............. 21

11.  Documents to be Delivered by Purchaser at the Closing.......... 24

12.  Operation of the Property prior to the Closing Date............ 24

13.  As Is ......................................................... 27

14.  Broker ........................................................ 30

15.  Casualty; Condemnation......................................... 31

16.  Remedies....................................................... 33

17.  Seller's Indemnity............................................. 34


                                  (i)





18.  Purchaser's Indemnity.......................................... 35

19.  Escrow......................................................... 35

20.  Assignment..................................................... 39

21.  Access to Records.............................................. 39

22.  Notices........................................................ 39

23.  Property Information and Confidentiality....................... 42

24.  Miscellaneous.................................................. 44

25.  Fees and Expenses.............................................. 47

26.  Return of the Downpayment...................................... 47

27.  Existing Buenaventura Litigation............................... 48




                                  (ii)


SALE-PURCHASE AGREEMENT (this "Agreement"), dated as of the 22 day of November,
1996, by and between MCA BUENAVENTURA ASSOCIATES, L.P., a Delaware limited
partnership, having an office c/o LaSalle Advisors Limited, 355 South Grand
Avenue, Suite 4280, Los Angeles, California 90071 ("Seller"), and MR
BUENAVENTURA LIMITED PARTNERSHIP, a California limited partnership, having an
office at 233 Wilshire Boulevard, Suite 700, Santa Monica, California 90401
("Purchaser").

                                  W I T N E S S E T H
                                  - - - - - - - - - - 
                                           
    WHEREAS, Seller is the owner of the Property (as defined in Section 1),
which Property constitutes a part of that certain shopping center commonly known
as Buenaventura Plaza, County of Ventura and State of California (the "Shopping
Center"); and
    
    WHEREAS, Seller and Purchaser desire to enter into an agreement whereby,
subject to the terms and conditions contained herein, Seller shall sell the
Property to Purchaser and Purchaser shall purchase the Property from Seller.
    
    NOW, THEREFORE, in consideration of ten dollars ($10.00) and the mutual
covenants and agreements hereinafter set forth, and intending to be legally
bound hereby, it is hereby agreed as follows:
    
    1.  SALE OF THE PROPERTY

    Seller agrees to sell and convey to Purchaser, and Purchaser agrees to
purchase from Seller, at the price and upon the terms and conditions set forth
in this Agreement, all those certain plots, pieces and parcels of land located
in the County of Ventura and State of California, as more particularly described
in SCHEDULE "1" annexed hereto and made a part hereof (the "Land"), together
with (i) all buildings and other improvements situated on the Land
(collectively, the "Buildings"), (ii) all easements, rights of way,
reservations, privileges, appurtenances and other estates and rights of Seller
pertaining to the Land and the Buildings, (iii) all right, title and interest of
Seller in and to all fixtures, machinery, equipment, supplies and other articles
of personal property attached or appurtenant to the Land or the Buildings or
used in connection therewith, including, without limitation, all personal
property listed on SCHEDULE "2" annexed hereto, but excluding property 
(x) removable by any tenants pursuant to their Leases (as defined below), 
(y) owned by public utility suppliers or (z) owned by any cleaning or other 
independent contractors (collectively, the "Personal Property"), (iv) all right,
title and interest of Seller, if any, in and to all strips and gores, all alleys
adjoining the Land, and the land lying in the bed of any street, road




or avenue, opened or proposed, in front of or adjoining the Land to
the center line thereof, (v) all right, title and interest of Seller,
if any, in and to any award made or to be made in lieu thereof and in
and to any unpaid award for any taking by condemnation or any damages
to the Land or the Buildings by reason of a change of grade of any
street, road or avenue; (vi) Seller's interest in all leases and
occupancy agreements with respect to the Land or Buildings ("Leases")
and in all reciprocal easement or operating agreements with anchor
tenants at the Shopping Center (the "Shopping Center Agreements");
(vii) Seller's interest in all Contracts (as defined in Section
10(c)); and (viii) all right, title and interest of Seller, if any,
in and to all intangible property owned by Seller with respect to the
operation of the Property or the Shopping Center listed on 
SCHEDULE "3" annexed hereto, including, without limitation, the trade name
"Buenaventura Plaza" (collectively, the "Intangible Property") (the
Land, together with all of the foregoing items listed in clauses (i)-(viii) 
above, being hereinafter sometimes collectively referred to as the "Property").

    2. PURCHASE PRICE

    The purchase price to be paid by Purchaser to Seller for the
Property (the "Purchase Price") is Seventeen Million and No/100
Dollars ($17,000,000.00) payable as follows:

    (a) Within two (2) business days after execution and delivery of this 
Agreement, Purchaser shall deliver the sum of Two Hundred Thirty-Six Thousand 
Four Hundred and No/100 Dollars ($236,400.00) (the "Downpayment") to 
Commonwealth Land Title Insurance Company (the "Escrow Agent" or the "Title 
Company"), by a bank wire transfer of immediately available funds to an 
account designated by Escrow Agent. The Downpayment shall be held and 
disbursed by Escrow Agent in accordance with the terms of Section 19. If the 
Closing shall occur, Seller shall be entitled to receive the Downpayment and 
all interest accrued thereon, if any, and such interest shall be credited 
against the portion of the Purchase Price payable pursuant to Section 2(b). 
The definition of "Downpayment" shall further include all interest accrued 
thereon, if any; and

    (b) Purchaser shall deliver the sum of $16,763,600 plus or minus the 
apportionments set forth in Section 3 to be made on the Closing Date at the 
Closing by bank wire transfer of immediately available funds to Seller's 
account or to the account or accounts of such other party or parties as may 
be designated by Seller on or before the Closing Date (as hereinafter 
defined), PROVIDED that Purchaser shall be entitled to (i) a credit against 
the Purchase Price in an amount equal to $150,000, and the Purchase Price 
shall be reduced by the amount of such credit, on account of Purchaser's 
assumption of the Buenaventura Development Litigation (as hereinafter 
defined) and the costs associated therewith, and (ii) a credit against the 
Purchase Price in an

                                  2


amount equal to $80,000, and the Purchase Price shall be reduced by the 
amount of such credit, on account of Purchaser's assumption of the remaining 
costs of completing the environmental remediation at the former GASCO site 
located on the Property.

    3.   APPORTIONMENTS

    (a)  The following shall be apportioned between Seller and Purchaser at 
the Closing as of midnight of the day preceding the Closing Date:

         (i)  prepaid basic rents and other amounts payable by tenants (other 
than "Recoveries" (as hereinafter defined)), if, as and when received;

        (ii)  percentage rents as provided in Section 3(c)(ii) and "Recoveries"
as provided in Section 3(c)(iii):


       (iii)  real estate taxes, water charges, sewer rents and vault charges,
if any, on the basis of the fiscal years, respectively, for which same have been
assessed;

        (iv)  salaries, wages, vacation pay and any other fringe benefits 
(including, without limitation, social security; unemployment compensation; 
employee health, life and disability insurance; sick pay; and welfare and 
pension fund contributions, payments and deposits, if any) of all persons 
employed at the Property whose employment is not terminated at or prior to 
the Closing in each case to the extent Seller is responsible for such costs 
under the terms of the existing Management Agreement, dated as of September 
19, 1994, between Seller and Macerich Management Company ("Manager");

         (v)  charges and payments under Contracts transferred to Purchaser;


        (vi)  any prepaid items to the extent not included in clauses (iii), 
(vii), (ix), (xi) and (xii), including, without limitation, fees for licenses 
which are transferred to Purchaser at the Closing and transferable annual 
permit and inspection fees but excluding prepaid financing and leasing costs 
(other than leasing costs set forth in Section 12(a)(ii));

       (vii)  utilities, including, without limitation, telephone, water, 
sewer, electricity and gas, on the basis of the most recently issued bills 
therefor, subject to adjustment after the Closing when the next bills are 
available, or if current meter readings are available, on the basis of such 
readings;
                                 3


      (viii)  deposits with telephone and other utility companies, and any 
other persons or entities who supply goods or services in connection with the 
Property if same are assigned to Purchaser at the Closing, which shall be 
credited in their entirety to Seller;

        (ix)  personal property taxes, if any, on the basis of the fiscal year 
for which assessed;
       
         (x)  Seller's share, if any, of all revenues from the operation of 
the Property other than rents and Recoveries (including, without limitation, 
parking charges, and telephone booth and vending machine revenues), if, as 
and when received;

        (xi)  trade association dues and trade subscriptions, if any;

       (xii)  taxes payable by Seller relating to operations of the Property, 
including, without limitation, business and occupancy taxes (to the extent 
the payment of such taxes inures to the benefit of Purchaser) and sales 
taxes, if any, but excluding Seller's income taxes; and

      (xiii)  such other revenues and operating expenses relating to the 
Property as are customarily apportioned between sellers and purchasers of 
real properties of a type similar to the Property and located in the County 
of Ventura and State of California, PROVIDED that, except as set forth in 
Section 12(a), there shall be no apportionment on account of leasing 
commissions, tenant allowances, free rent or other tenant concessions.

   (b)    If the Closing shall occur before a new real estate or personal 
property tax rate is fixed, the apportionment of taxes at the Closing shall 
be upon the basis of the old tax rate for the preceding fiscal year applied 
to the latest assessed valuation. Promptly after the new tax rate is fixed, 
the apportionment of taxes shall be recomputed and any discrepancy resulting 
from such recomputation and any errors or omissions in computing 
apportionments at the Closing shall be promptly corrected and the proper 
party reimbursed, which obligations shall survive the Closing in accordance 
with Section 3(g).

   (c)(i) If on the Closing Date any tenant or any party to a Shopping Center
Agreement is in arrears in the payment of rent or other charges (including
Recoveries) or has not paid the rent or other charges (including Recoveries)
payable by it for the month in which the Closing occurs (whether or not it is in
arrears for such month on the Closing Date), any rents or other charges
(including Recoveries) received by Purchaser or Seller from such tenant or party
after the Closing shall be deemed first to be payment of money owed by such
tenant or party to Purchaser in respect


                                  4




of periods subsequent to the Closing Date to the extent any such rent or other
charges (including Recoveries) are due and payable on the date such payment is
received (and, to the extent such payment relates to the rent or other charges
(including Recoveries) due for the month in which the Closing occurs, shall be
pro-rated between Seller and Purchaser) and any balance shall be deemed to be
payment of rent and/or other charges (including Recoveries) in arrears on the
Closing Date and shall be paid over to Seller in an amount up to the balance to
which Seller is entitled. Notwithstanding anything to the contrary contained
herein, all rent or other sums received from a tenant or a party to a Shopping
Center Agreement which is designated by the tenant or such party as a payment of
a certain invoice or for a certain period shall be applied as so designated.

   (ii)   Any percentage rentals received after the Closing Date and 
attributable entirely or in part to the lease year in which the Closing Date 
occurs shall be allocated between Purchaser and Seller such that Seller's 
share with respect to each tenant shall be an amount equal to the total 
percentage rentals received for such tenant's lease year, multiplied by a 
fraction equal to that portion of such tenant's lease year preceding the 
Closing Date over the entire lease year, PROVIDED that with respect to any 
tenant who pays percentage rent only, such calculation shall be made based on 
the 1996 calendar year (or portion thereof in which such tenant was paying 
percentage rent only) in lieu of the lease year for percentage rent specified 
in such tenant's Lease. There shall be deducted from the amounts due to 
Seller any sums Seller may have received from tenants on account of such 
percentage rents, unless previously adjusted. If Seller has received more 
than its appropriate share, the same shall be promptly paid to Purchaser.

  (iii)  (a)  As used herein,
    
              (i)   "Recoveries" shall mean all common area maintenance charges,
         enclosed mall maintenance charges, real estate taxes, personal property
         taxes and other reimbursable charges for the 1996 calendar year for 
         each such item to the extent denominated as such charges or other 
         expenses in Leases or Shopping Center Agreements.
         
              (ii)  "Recoverable Expenses" shall mean any operating expenses of
         the Property for which funds are collected as Recoveries under the 
         Leases or Shopping Center Agreements for the 1996 calendar year for 
         each such item.
         
              (iii) "Recovery Rate" shall mean a fraction, the numerator of 
         which is the total aggregate Recoveries with respect to the Property 
         for the 1996 calendar

                                  5



         year, and the denominator of which is the total aggregate Recoverable
         Expenses with respect to the Property for the 1996 calendar year.
    
         (b)  Notwithstanding anything to the contrary contained herein, all
Recoveries with respect to the Property shall be prorated on the following 
basis:

              (i)  At the Closing, Recoveries shall be prorated based upon the
         estimated Recovery Rate (which shall be equal to the Recovery Rate 
         actually experienced with respect to Recoverable Expenses in the 1996 
         calendar year through October 31, 1996). At the Closing, Seller shall 
         receive an additional payment or Purchaser shall receive a credit 
         against the Purchase Price, in each case as described below, equal to 
         the difference between:

                   (1)  the Recoveries for the 1996 calendar year billed through
                   the Closing, and

                   (2)  the product of (x) the Recoverable Expenses incurred (on
                   an accrual basis) for the 1996 calendar year prior to the 
                   Closing ("Pre-Closing Recoverable Expenses"), and (y) the 
                   estimated Recovery Rate.

         If the difference between clause (1) and clause (2) above is negative,
         then Seller shall be entitled to receive, in addition to the Purchase 
         Price, an amount equal to such negative difference at the Closing. If 
         the difference between clause (1) and clause (2) above is positive, 
         then Purchaser shall be entitled to receive at the Closing a credit 
         against the Purchase Price in an amount equal to such positive 
         difference.
    
             (ii)  Upon the determination of the actual Recovery Rate for the 
         1996 calendar year, the actual Recovery Rate will be compared to the 
         estimated Recovery Rate used at the Closing. If the actual Recovery 
         Rate is different than the estimated Recovery Rate then the difference 
         between clause (1) and (2) in subsection (b)(i) above of this 
         Section 3(c)(iii) shall be recalculated using the actual Recovery Rate 
         instead of the estimated Recovery Rate. Based on such recalculation, 
         the payment or credit that Seller or Purchaser should have been 
         entitled to receive at the Closing under subsection (b)(i) shall be 
         determined, and

                                   6


         any adjustments and payments necessary as a result of such 
         recalculation shall be made.
         
             (iv)  The provisions of this Section 3(c) shall survive the 
         Closing.
    
             (d)  After the Closing, Seller shall continue to have the right, 
in its own name and at its own expense, to demand payment of and to collect 
rent and other arrearages owed to Seller by any tenant under a Lease or from 
any party under a Shopping Center Agreement, which right shall include, 
without limitation, the right to continue or commence legal actions or 
proceedings against such party, and the delivery of the Lease Assignment (as 
defined in Section 10(b)) or the Shopping Center Agreement Assignment (as 
defined in Section 10(p)) shall not constitute a waiver by Seller of such 
right, PROVIDED that after the Closing Seller shall not be entitled to 
commence an eviction action against any such tenant. Purchaser agrees to 
cooperate with Seller and to use its reasonable efforts, but without 
incurring expense to Purchaser other than DE MINIMIS charges, to collect such 
rents and other arrearages and to take all reasonable steps, whether before 
or after the Closing Date, as may be necessary to carry out the intention of 
the foregoing, including, without limitation, making available to Seller, 
upon demand, for review and copying at Seller's expense, of any relevant 
books and records (including any rent or Recoveries statements, receipted 
bills and copies of tenant checks used in payment of such rent or 
Recoveries), the execution of any and all consents or other documents, and 
the undertaking of any act necessary for the collection of such rents and 
other arrearages by Seller, provided that after the Closing Purchaser shall 
not be obligated to commence an eviction action against any such tenant. The 
provisions of this Section 3(d) shall survive the Closing.

             (e) Purchaser shall be entitled to receive a credit at Closing from
Seller equal to the amount of any and all security deposits received by Seller 
for all tenants on the Property and not applied against obligations owing by 
tenants in accordance with their respective Leases, together with interest 
required either by law or by contract.

             (f) If there is a water meter on the Property, Seller shall 
furnish a reading to a date not more than thirty (30) days prior to the 
Closing Date, and the unfixed water charges and sewer rent, if any, based 
thereon for the intervening time shall be apportioned on the basis of such 
last reading. Said apportionment shall be recomputed in accordance with 
Section 3(g) and such obligation shall survive the Closing in accordance with 
Section 3(g)).

             (g) If any of the items subject to apportionment under the 
foregoing provisions of this Section 3 cannot be apportioned at the Closing 
because of the unavailability of the information

                                  7



necessary to compute such apportionment, or if any errors or omissions in
computing apportionments at the Closing are discovered subsequent to the
Closing, then such item shall be reapportioned and such errors and omissions
corrected as soon as practicable after the Closing Date and the proper party
reimbursed, which obligation shall survive the Closing for a period of one
hundred eighty (180) days after the Closing Date as hereinafter provided. Seller
shall have the right to review and audit the books and records of Purchaser for
purposes of confirming compliance with the provisions of this Section 3. Neither
party hereto shall have the right to require a recomputation of a Closing
apportionment or a correction of an error or omission in a Closing apportionment
unless within the aforestated one hundred eighty (180) day period one of the
parties hereto (i) has obtained the previously unavailable information or has
discovered the error or omission, and (ii) has given notice thereof to the other
party, together with a copy of its good faith recomputation of the apportionment
and copies of all substantiating information used in such recomputation. The
failure of a party to obtain any previously unavailable information or discover
an error or omission with respect to an item subject to apportionment hereunder
and to give notice thereof as provided above within one hundred eighty (180)
days after the Closing Date shall be deemed a waiver of its right to cause a
recomputation or a correction of an error or omission with respect to such item
after the Closing Date. Notwithstanding any of the foregoing provisions of this
Section 3(g) to the contrary, Purchaser and Seller agree that the one hundred
eighty (180) day limitation set forth in this Section 3(g) shall not apply to
the parties' obligations under Section 3(b) or 3(c) and that such obligations
shall survive the Closing forever.

             (h) (i) If, on the date of this Agreement, the Property or any 
part thereof shall be affected by any assessment or assessments which are or 
may become payable in installments, of which the first installment is now a 
charge or lien, or has been paid, then (A) Seller shall be obligated to pay 
all installments of any such assessment which are due and payable prior to 
the Closing Date, and (B) for the purposes of this Agreement, all the unpaid 
installments of any such assessment which are to become due and payable on or 
after the Closing Date shall not be deemed to be liens upon the Property and 
the payment thereof shall be assumed by Purchaser without abatement of the 
Purchase Price.

             (ii)    If, subsequent to the date hereof, the Property or any 
part thereof shall become affected by an assessment or assessments, said 
assessments shall not be deemed to be liens upon the Property and the payment 
thereof shall be assumed by Purchaser without abatement of the Purchase 
Price. In the event any such assessment or assessments, whether payable in 
lump sum or in installments, is due and payable prior to the Closing, and has 
been paid by Seller, Purchaser shall reimburse Seller for same at the Closing.

                                  8


             4.   DUE DILIGENCE REVIEW AND CLOSING DATE
         
                  (a)  Except with respect to title matters (which shall be 
governed by Section 6 hereof), Purchaser acknowledges that it has completed 
its due diligence review of the Property prior to the date hereof.


                  (b)  The delivery of the Deed and the consummation of the 
transactions contemplated by this Agreement (the "Closing") shall take place 
at the offices of Sidley & Austin, 555 West Fifth Street, Los Angeles, 
California 90013 at 10:00 A.M. on or about December 5, 1996 or such other 
date as Purchaser and Seller may agree upon (the "Closing Date"). The Closing 
Date may be adjourned to a later date in accordance with the terms of this 
Agreement or by agreement of the parties but shall in no event occur later 
than December 13, 1996, time being of the essence.

             5.   PERMITTED ENCUMBRANCES

             Seller shall convey and Purchaser shall accept title to the 
Property subject to those matters set forth on SCHEDULE "4" annexed hereto 
and made a part hereof (collectively the "Permitted Encumbrances").

             6.   TITLE

             (a)  (i) Purchaser has ordered a commitment for an owner's fee 
title insurance policy or policies with respect to the Property (the "Title 
Commitment") from the Title Company, together with true, legible (to the 
extent available) and complete copies of all instruments giving rise to 
exceptions to title to the Property. If the Title Commitment indicates the 
existence of any liens, encumbrances or other defects or exceptions in or to 
title to the Property other than the Permitted Encumbrances (collectively, 
the "Unacceptable Encumbrances") subject to which Purchaser is unwilling to 
accept title and Purchaser gives Seller notice of the same within ten (10) 
days after the date of this Agreement, Seller shall undertake to eliminate 
the same subject to Section 6(b). Purchaser hereby waives any right Purchaser 
may have to advance as objections to title or as grounds for Purchaser's 
refusal to close this transaction any Unacceptable Encumbrance of which 
Purchaser does not notify Seller within such ten (10) day period unless 
(i) such Unacceptable Encumbrance was first raised by the Title Company 
subsequent to the date of the Title Commitment or Purchaser shall otherwise 
first discover same or be advised of same subsequent to the date of the Title 
Commitment, and (ii) Purchaser shall notify Seller of the same within five 
(5) days after Purchaser first becomes aware of such Unacceptable Encumbrance

                                         9


(failure to so notify Seller shall be deemed to be a waiver by Purchaser of 
its right to raise such Unacceptable Encumbrance as an objection to title or as
a ground for Purchaser's refusal to close this transaction). Seller or 
Purchaser, in its sole discretion, may adjourn the Closing one or more times in
order to eliminate Unacceptable Encumbrances (subject to Section 6(b) and the 
last sentence of Section 4(b)).
                                          
             (ii) If Seller is unable (subject to Section 6(b)) to eliminate 
all Unacceptable Encumbrances not waived by Purchaser, or to arrange for title 
insurance acceptable to Purchaser in its sole discretion insuring Purchaser and 
its successors against enforcement of such Unacceptable Encumbrances against, or
collection of the same out of, the Property, and to convey title in accordance 
with the terms of this Agreement on or before the Closing Date (whether or not 
the Closing is adjourned as provided in Section 6(a)(i)), Purchaser shall elect 
on or prior to the Closing Date, as its sole remedy for such inability of 
Seller, either (A) to terminate this Agreement by notice given to Seller 
pursuant to Section 16(a), in which event the provisions of Section 16(a) shall
apply, or (B) to accept title subject to such Unacceptable Encumbrances and 
receive no credit against, or reduction of, the Purchase Price. Notwithstanding 
anything to the contrary contained herein (but subject to the last sentence of 
Section 4(b)), if (x) Seller eliminates all Unacceptable Encumbrances less than 
two (2) days prior to the scheduled Closing Date or (y) Seller is unable to 
eliminate all Unacceptable Encumbrances and Purchaser elects to proceed under
clause (B) above, then Purchaser will have the right to extend the scheduled 
Closing Date for up to two (2) business days.
                                          
      (b)  Notwithstanding anything to the contrary set forth in this Section 6
or elsewhere in this Agreement, Seller shall not be obligated to bring any 
action or proceeding, to make any payments or otherwise to incur any expense in
order to eliminate Unacceptable Encumbrances not waived by Purchaser or to 
arrange for title insurance insuring against enforcement of such Unacceptable 
Encumbrances against, or collection of the same out of, the Property; except 
that Seller shall satisfy (i) all mortgages and deeds of trust granted by Seller
or granted by Buenaventura Plaza in favor of Aetna Life Insurance Company, 
(ii) delinquent real estate taxes and assessments (subject to apportionment as 
provided above); and (iii) judgments against Seller or other liens arising from 
Seller's acts secured by or affecting the Property which can be satisfied by 
payment of liquidated amounts not to exceed $500,000 in the aggregate for all 
such matters set forth in this clause (iii) (the foregoing matters set forth in 
clauses (i), (ii) and (iii) being collectively referred to as "Liens"). Without 
limiting the generality of the preceding provisions of this Section 6(b), for 
the purposes of this Agreement (including, without limitation, Sections 6(a) and
16(a)), Seller's failure or refusal to bring any action or proceeding, to make 
any payments or to otherwise incur any expense (except for Seller's obligation 
to satisfy the matters

                                  10


set forth in clauses (i), (ii) and (iii) as aforesaid) in order to eliminate 
Unacceptable Encumbrances not waived by Purchaser or to arrange for such title 
insurance shall be deemed (whether willful or otherwise) an inability of Seller 
to eliminate such Unacceptable Encumbrances or to arrange for such title 
insurance and shall not be a default by Seller hereunder.
                                          
                                          
                                          
      (c)  If on the Closing Date there may be any Liens or other encumbrances
which Seller must pay or discharge in order to convey to Purchaser such title as
is herein provided to be conveyed (including, without limitation, the lien of 
the mortgage held by Aetna Life Insurance Company), Seller may use any portion 
of the Purchase Price to satisfy the same, provided:

         (i)  Seller shall deliver to Purchaser or the Title Company, at the
Closing, instruments in recordable form and sufficient to satisfy such Liens or 
other encumbrances of record together with the cost of recording or filing said 
instruments; or

        (ii)  Seller, having made arrangements (which arrangements shall be
satisfactory to Purchaser in its sole discretion) with the Title Company, shall 
deposit with said company sufficient monies acceptable to said company to insure
the obtaining and the recording of such satisfactions.
                                          
The existence of any such Liens or other encumbrances shall not be deemed 
objections to title if Seller shall comply with the foregoing requirements.
                                          
                                          
                                          
      (d)  Similarly, at Seller's election, unpaid Liens for taxes, water and
sewer charges and assessments, which are the obligation of Seller to satisfy and
discharge, shall not be objections to title, but the amount thereof, plus 
interest and penalties thereon, if any, computed to the third (3rd) business 
day after the Closing Date, shall be deducted from the Purchase Price payable
pursuant to Section 2(b) and shall be allowed to Purchaser, subject to the
provisions for apportionment of taxes, water and sewer charges and assessments 
contained herein.

      (e) If on the Closing Date there shall be conditional bills of sale,
chattel mortgage or security interests filed against the Property, the same 
shall not constitute objections to title provided Seller executes and delivers 
an affidavit to the effect either (i) that the personal property covered by said
conditional bills of sale, chattel mortgages, or security interests is no longer
in or on the Property, or (ii) if such personal property is still in or on the
Property, that it has been fully paid for (in which case Seller shall provide 
evidence of such payment), or (iii) that such personal property is the property 
of a tenant of the Property.

                                  11




     (f) Any franchise or corporate tax open, levied or imposed against 
Seller or other owners in the chain of title that may be a Lien on the 
Closing Date, shall not be an objection to title if the Title Company omits 
same from the title policy issued pursuant to the Title Commitment or excepts 
same but insures Purchaser against collection thereof out of the Property.

     (g) If a search of title discloses judgments, bankruptcies or other 
returns against other persons or entities having names the same as or similar 
to that of Seller, Seller will deliver to Purchaser and the Title Company an 
affidavit stating that such judgments, bankruptcies or other returns are not 
against Seller, whereupon, provided the Title Company omits such returns as 
exceptions to title or provides affirmative coverage with respect thereto, 
such returns shall not be deemed an objection to title.

     7. REPRESENTATIONS AND WARRANTIES

     (a)  (i) Seller represents and warrants to Purchaser as follows:

          A. Seller is a duly formed and validly existing limited partnership 
organized under the laws of the State of Delaware and is qualified under the 
laws of the State of California to conduct business therein.

          B. Seller has the full legal right, power and authority to execute 
and deliver this Agreement and all documents now or hereafter to be executed 
by Seller pursuant to this Agreement (collectively, the "Seller's 
Documents"), to consummate the transaction contemplated hereby, and to 
perform its obligations hereunder and under the Seller's Documents. 
Furthermore, this Agreement is valid and enforceable against Seller in 
accordance with its terms, and each instrument to be executed by Seller 
pursuant to this Agreement or in connection herewith, will, when executed and 
delivered, be valid and enforceable against Seller in accordance with its 
terms.

          C. This Agreement and the Seller's Documents do not and will not 
contravene any provision of the organizational documents of Seller, any 
judgment, order, decree, writ or injunction issued against Seller, or any 
provision of any laws or governmental ordinances, rules, regulations, orders 
or requirements (collectively, "Laws") applicable to Seller. Subject to the 
prepayment by Seller at the Closing of the existing first mortgage loan on 
the Property held by Aetna Life Insurance Company (the "Existing First 
Mortgage Loan"), the consummation of the transactions contemplated hereby 
will not result in a breach or constitute a default or event of default by 
Seller under any agreement to which Seller or any of its assets are subject 
or bound and will not result in a violation of any Laws applicable to Seller. 
Subject to the prepayment by Seller
 
                                      12
         
 
 
at the Closing of the Existing First Mortgage Loan, no consent of any party,
judicial or administrative body, or governmental authority or agency, to the
execution, delivery or performance by Seller is required.

          D. To Seller's knowledge, as of the date hereof, there are no 
pending actions, suits, proceedings or investigations to which Seller is a 
party before any court or other governmental authority with respect to the 
Property (collectively, the "Claims") except (i) pending actions (including, 
without limitation, litigation with existing tenants of the Property and 
"slip and fall" or other claims covered by insurance (except to the extent of 
the deductible) and which are based on occurrences during the period prior to 
May 20, 1995) being handled by the Manager of the Property on behalf of 
Seller and the Claims relating to the potential redevelopment of the Property 
as set forth on SCHEDULE "5" annexed hereto and made a part hereof (the 
"Buenaventura Development Litigation") (such pending actions and the 
Buenaventura Development Litigation being collectively referred to herein as 
the "Assumed Claims") and (ii) as set forth on SCHEDULE "6" annexed hereto 
and made a part hereof (the "Retained Claims").
         
          E. Since September 19, 1994, Seller has not modified any of the 
existing Anchor Leases (as hereinafter defined) or Shopping Center 
Agreements, or otherwise made any contractual commitment to any tenant under 
an Anchor Lease or to any party to a Shopping Center Agreement, in each case 
which would be binding on Purchaser following the Closing, except as set 
forth on SCHEDULE "7" annexed hereto and made a part hereof. As used herein, 
"Anchor Leases" shall mean any lease with a store covering more than 75,000 
square feet of rentable area.
         
          F. Since September 19, 1994, except as set forth in SCHEDULE "8" 
annexed hereto and made a part hereof or disclosed to Purchaser or its 
affiliates in writing, Seller has not, to Seller's knowledge, entered into 
any new Lease or amended any existing Lease, in each case which would be 
binding on Purchaser following the Closing, except for those new Leases or 
amendments negotiated by Manager.
         
          G. Since September 19, 1994, except as set forth in SCHEDULE "9" 
annexed hereto and made a part hereof or disclosed to Purchaser or its 
affiliates in writing, Seller has not, to Seller's knowledge, made any 
contractual commitment with any governmental entity or other third party 
relating to the operation of the Property which would be binding on Purchaser 
following the Closing, except those negotiated by Manager.
         
          H. Seller is not a "foreign person" within the meaning of Section 
1445(f)(3) of the Internal Revenue Code of 1986, as amended.
    
                                      13


          I. To Seller's knowledge, since September 19, 1994, Seller has not 
received (i) any written notice from a tenant under an Anchor Lease or a 
party to a Shopping Center Agreement alleging a material default by the 
Seller thereunder which remains uncured except as may be set forth in an 
estoppel certificate obtained pursuant to Section 9(a)(iv), (ii) any written 
notice from Seller's insurance carrier alleging the existence of a dangerous 
condition upon the Property for which Seller's insurance may be canceled if 
not corrected or (iii) except for any alleged violation relating to the 
proposed redevelopment of the Buenaventura Property, any written notice from 
a municipality having jurisdiction over the Property alleging the existence 
of a material violation of any applicable law with respect to the Property or 
commencing a condemnation proceeding with respect to a material portion of 
the Property, in each case which Seller has not notified Purchaser or its 
affiliates (including Manager) of by delivering a copy of such notice to 
Purchaser or its affiliates or of which Purchaser or its affiliates otherwise 
does not have knowledge.
         
          J. To Seller's knowledge, Seller has delivered to Purchaser true 
and correct copies of all documents set forth on Schedules 7, 8 and 9.
         
          As used in this Agreement, the words "Seller's knowledge" or words 
of similar import shall be deemed to mean, and shall be limited to, the 
actual (as distinguished from implied, imputed or constructive) knowledge of 
David Jones, Michel Seifer and Earl Webb without such persons having any 
obligation to make an independent inquiry or investigation.
         
          (ii) If at or prior to the Closing, (A) Purchaser shall become 
aware (whether through its own efforts, by notice from Seller or otherwise) 
that any of the representations or warranties made herein by Seller are 
untrue, inaccurate or incorrect and shall give Seller notice thereof at or 
prior to the Closing, or (B) Seller shall notify Purchaser that a 
representation or warranty made herein by Seller is untrue, inaccurate or 
incorrect, then Seller may, in its sole discretion, elect by notice to 
Purchaser to adjourn the Closing one or more times in order to cure or 
correct such untrue, inaccurate or incorrect representation or warranty 
(subject to the last sentence of Section 4(b)). If any such representation 
or warranty is both (1) material and (2) materially untrue, inaccurate or 
incorrect, and is not cured or corrected by Seller on or before the Closing 
Date (whether or not the Closing is adjourned as provided above), then 
Purchaser, as its sole remedy for any and all such materially untrue, 
inaccurate or incorrect material representations or warranties, shall elect 
either (x) to waive such misrepresentations or breaches of warranties and 
consummate the transactions contemplated hereby without any reduction of or 
credit against the Purchase Price, or (y) to terminate this Agreement by 
notice given to Seller on the Closing Date, in which event, this Agreement 
shall be terminated and neither party shall have any further rights,

                                      14
                                           


obligations or liabilities hereunder, except for the Surviving Obligations, 
and except that Purchaser (subject to the provisions of Sections 19 and 26 
and provided Purchaser is not otherwise in default hereunder) shall be 
entitled to a return of the Downpayment. Purchaser acknowledges and agrees 
that (x) at or prior to the Closing, Purchaser's rights and remedies in the 
event any of Seller's representations or warranties made in this Agreement 
are untrue, inaccurate or incorrect shall be only as provided in this Section 
7(a)(ii), and (y) if the Closing does not occur, Purchaser hereby expressly 
waives, relinquishes and releases all other rights or remedies available to 
it at law, in equity or otherwise (including, without limitation, the right 
to seek damages from Seller) as a result of any of Seller's representations 
or warranties made in this Agreement being untrue, inaccurate or incorrect.
 

          (iii) In the event the Closing occurs:

     (A) Notwithstanding anything contained in Section 7(a)(ii) or elsewhere 
in this Agreement to the contrary, Purchaser hereby expressly waives, 
relinquishes and releases any right or remedy available to it at law, in 
equity or under this Agreement to make a claim against Seller for damages 
that Purchaser may incur, or to rescind this Agreement and the transactions 
contemplated hereby, as the result of any of Seller's representations or 
warranties being untrue, inaccurate or incorrect if (1) Purchaser knew, or is 
deemed to have known that such representation or warranty was untrue, 
inaccurate or incorrect at the time of the Closing and Purchaser nevertheless 
closes title hereunder, or (2) Purchaser's aggregate damages as a result of 
one or more such representations or warranties being untrue, inaccurate or 
incorrect are less than $100,000. Purchaser shall be "deemed to have known" 
that a representation or warranty was untrue, inaccurate or incorrect at the 
time of the Closing to the extent that the Property Information (as 
hereinafter defined) furnished or made available to or otherwise obtained by 
Purchaser contains information which reveals such representation or warranty 
untrue, inaccurate or incorrect (or to the extent any of its Property 
investigations prior to the Closing Date reveals such untruth, inaccuracy or 
error).
    
     (B) Notwithstanding anything contained herein to the contrary, if the 
Closing shall have occurred and Purchaser shall not have waived, relinquished 
and released all rights or remedies available to it at law, in equity or 
otherwise as provided hereunder, the aggregate liability of Seller and its 
affiliates arising pursuant to or in connection with the representations, 
warranties, covenants and other obligations (whether express or implied) 
under this Agreement and/or the Seller's Documents (including, without 
limitation, the Deed and the A & A Agreements (as defined in Section 10(d)) 
and the Other Sale Agreements (as defined in Section 9(a)(viii)) and/or
    
                                      15

 
    
the Seller's Documents (as defined in each of the Other Sale Agreements), 
shall not exceed the amount set forth on SCHEDULE "10".

The provisions of this Section 7(a)(iii) shall survive the Closing.

     (iv) The representations and warranties of Seller set forth in Section 
7(a)(i) and elsewhere in this Agreement shall be true, accurate and correct 
in all material respects upon the execution of this Agreement and shall be 
deemed to be repeated on and as of the Closing Date except to the extent they 
relate only to an earlier date. The representations and warranties of Seller 
set forth in Section 7(a)(i)(D) shall be deemed to be repeated on and as of 
the Closing Date as such representations and warranties may have been updated 
by Seller to Purchaser in writing on and after the date hereof and prior to 
the Closing Date, provided, however, that in the event that any such update 
discloses a Claim, other than a Claim relating to the proposed redevelopment 
of the Buenaventura Property that is based on substantially the same issues 
as are set forth in the Buenaventura Development Litigation, that would be 
binding on Purchaser or the Property after the Closing and which would have a 
material adverse effect on the value of the Property and the properties 
covered by the Other Sale Agreements, taken as a whole, then, Purchaser shall 
have the right, exercisable within 10 days after its receipt of such update 
or one day prior to the Closing Date, whichever is earlier, to either (i) 
terminate this Agreement by notice given to Seller pursuant to Section 16(a), 
in which case the provisions of Section 16(a) shall apply or (ii) consummate 
the transactions contemplated by this Agreement and receive no credit 
against, or reduction of, the Purchase Price. The representations and 
warranties (whether express or implied) of Seller set forth in Section 
7(a)(i) and elsewhere in this Agreement, and/or the Seller's Documents 
(including, without limitation, the Deed and the A & A Agreements) shall 
remain operative and shall survive the Closing and the execution and delivery 
of the Deed for a period of twelve (12) months following the Closing Date, 
and no action or claim based thereon shall be commenced after such period.

     (b)  (i) Purchaser represents and warrants to Seller as follows:
    
          (A) Purchaser is a duly formed and validly existing limited 
partnership organized under the laws of the State of California, and will be 
qualified under the laws of the State of California to conduct business 
therein on the Closing Date.
       
          (B) Purchaser has the full legal right, power, authority and 
financial ability to execute and deliver this Agreement and all documents now 
or hereafter to be executed by it pursuant to this Agreement (collectively, 
the "Purchaser's Documents"), to consummate the
    
                                      16
 


transactions contemplated hereby, and to perform its obligations hereunder 
and under Purchaser's Documents. Furthermore, this Agreement is valid and 
enforceable against Purchaser in accordance with its terms, and each 
instrument to be executed by Purchaser pursuant to this Agreement or in 
connection herewith, will, when executed and delivered, be valid and 
enforceable against Purchaser in accordance with its terms.
    
          (C) This Agreement and Purchaser's Documents do not and will not 
contravene any provision of the organization documents of Purchaser, any 
judgment, order, decree, writ or injunction issued against Purchaser, or any 
provision of any Laws applicable to Purchaser. Except for that certain 
Amended and Restated Credit Agreement (the "Wells Fargo Credit Agreement"), 
dated as of January 18, 1996, between The Macerich Partnership, L.P., Wells 
Fargo Bank, N.A., as Agent, and certain other parties, as to which Purchaser 
has advised Seller that The Macerich Partnership L.P. has obtained oral 
approval for the transactions contemplated hereby and for which The Macerich 
Partnership L.P. will obtain a written consent prior to the Closing (the 
"Wells Fargo Consent"), the consummation of the transactions contemplated 
hereby will not result at the time of such consummation in a breach or 
constitute a default or event of default by Purchaser under any agreement to 
which Purchaser or any of its assets are subject or bound and will not result 
in a violation of any Laws applicable to Purchaser. Except for the Wells 
Fargo Consent, no consent of any party, judicial or administrative body or 
governmental authority or agency, to the execution, delivery or performance 
by Purchaser is required.
               
          (D) There are no pending actions, suits, proceedings or 
investigations to which Purchaser is a party before any court or other 
governmental authority which may have an adverse impact on the transactions 
contemplated hereby.
               
     (ii) The representations and warranties of Purchaser set forth in 
Section 7(b)(i) and elsewhere in this Agreement shall be true, accurate and 
correct in all material respects upon the execution of this Agreement, shall 
be deemed to be repeated on and as of the Closing Date, and  shall survive 
the Closing.
    
     8. TRANSFER TAXES
    
     At the Closing, Seller shall pay all transfer and recording taxes (the 
"Transfer Tax Payments"), if any, imposed pursuant to the laws of the State 
of California or any other governmental authority in respect of the 
transactions contemplated by this Agreement by delivery to the Title Company 
of good, unendorsed, certified or official bank checks, payable to the order

                                      17



of the relevant governmental authority together with any return (the 
"Transfer Tax Return") required thereby which shall be duly executed by 
Seller and Purchaser.

     9. CONDITIONS PRECEDENT TO THE CLOSING

     (a) Purchaser's obligation under this Agreement to purchase the Property 
is subject to the fulfillment of each of the following conditions, subject, 
however, to the provisions of Section 9(c):

          (i) The representations and warranties of Seller contained herein 
shall be materially true, accurate and correct as of the Closing Date, all 
subject to the provisions of Sections 7(a)(ii) and 7(a)(iv);

          (ii) Seller shall be ready, willing and able to deliver title to 
the Property in accordance with the terms and conditions of this Agreement;

          (iii) Seller shall have delivered all the documents and other items 
required pursuant to Section 10, and shall have performed all other 
covenants, undertakings and obligations, and complied with all conditions 
required by this Agreement to be performed or complied with by Seller at or 
prior to the Closing;

          (iv) Purchaser shall have obtained an estoppel certificate from 
each tenant under an Anchor Lease in the form required under such Anchor 
Lease and each third party to a Shopping Center Agreement in the form 
required in such Shopping Center Agreement, which estoppel certificate shall 
not disclose any commitments by Seller to such tenant or party or defaults 
under such Anchor Lease or Shopping Center Agreement by Seller that in each 
case would either have a material adverse effect on the Property or impose a 
material adverse financial obligation on Purchaser, and of which, in each 
case, Purchaser was not aware as of the date of this Agreement;

          (v) All consents and approvals of governmental authorities and 
parties to agreements to which Seller is a party or by which Seller's assets 
are bound that are required with respect to the consummation by Seller of the 
transactions contemplated by this Agreement shall have been obtained and 
copies thereof shall have been delivered to Purchaser at or prior to the 
Closing;

          (vi) On or prior to the Closing Date, (A) Seller shall not have 
applied for or consented to the appointment of a receiver, trustee or 
liquidator for itself or any of its assets unless
    
                                      18



the same shall have been discharged prior to the Closing Date, and no such 
receiver, liquidator or trustee shall have otherwise been appointed, unless 
same shall have been discharged prior to the Closing Date, (B) Seller shall 
not have admitted in writing an inability to pay its debts as they mature, 
(C) Seller shall not have made a general assignment for the benefit of 
creditors, (D) Seller shall not have been adjudicated a bankrupt or 
insolvent, or had a petition for reorganization granted with respect to 
Seller, (E) Seller shall not have filed a voluntary petition seeking 
reorganization or an arrangement with creditors or taken advantage of any 
bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or 
liquidation law or statute, or filed an answer admitting the material 
allegations of a petition filed against it in any proceedings under any such 
law, or had any petition filed against it in any proceeding under any of the 
foregoing laws unless the same shall have been dismissed, canceled or 
terminated prior to the Closing Date;

          (vii) On or prior to the Closing Date, the Development Agreement 
substantially in the form of EXHIBIT "J" annexed hereto and made a part 
hereof between Seller and the City of San Buenaventura shall have been 
executed and delivered and the leases referred to therein shall have been 
executed and delivered in escrow in accordance with escrow instructions 
substantially in the form of EXHIBIT "K" annexed hereto and made a part 
hereof.

          (viii) Simultaneously with the Closing, the closings shall occur 
under both (i) that certain Sale and Purchase Agreement of even date herewith 
between MCA Fresno Associates, L.P. and MR Fresno Limited Partnership with 
respect to certain property in Fresno, California known as Fresno Fashion 
Fair Mall and (ii) that certain Sale and Purchase Agreement of even date 
herewith between MCA Huntington Associates, L.P. and MR Huntington Limited 
Partnership with respect to certain property in Huntington Beach, California 
known as Huntington Center (such Sale and Purchase Agreements collectively, 
the "Other Sale Agreements").

     (b) Seller's obligation under this Agreement to sell the Property to 
Purchaser is subject to the fulfillment of each of the following conditions, 
subject, however to the provisions of Section 9(c):

          (i) The representations and warranties of Purchaser contained 
herein shall be materially true, accurate and correct as of the Closing Date;

          (ii) Purchaser shall have delivered the funds required hereunder 
and all the documents to be executed by Purchaser set forth in Section 11 and 
shall have performed all other covenants, undertakings and obligations, and 
complied with all conditions required by this Agreement to be performed or 
complied with by Purchaser at or prior to the Closing;

                                      19
    


          (iii) All consents and approvals of governmental authorities and 
parties to agreements to which Purchaser is a party or by which Purchaser's 
assets are bound that are required with respect to the consummation of the 
transactions contemplated by this Agreement shall have been obtained, 
including the Wells Fargo Consent, and Purchaser shall have so certified to 
Seller at or prior to the Closing;

          (iv) On or prior to the Closing Date, (A) neither Purchaser nor The 
Macerich Partnership L.P. shall have applied for or consented to the 
appointment of a receiver, trustee or liquidator for itself or any of its 
assets unless the same shall have been discharged prior to the Closing Date, 
and no such receiver, liquidator or trustee shall have otherwise been 
appointed, unless same shall have been discharged prior to the Closing Date, 
(B) neither Purchaser nor The Macerich Partnership L.P. shall have admitted 
in writing an inability to pay its debts as they mature, (C) neither 
Purchaser nor The Macerich Partnership L.P. shall have made a general 
assignment for the benefit of creditors, (D) neither Purchaser nor The 
Macerich Partnership L.P. shall have been adjudicated a bankrupt or 
insolvent, or had a petition for reorganization granted with respect to 
Purchaser or The Macerich Partnership L.P., (E) neither Purchaser nor The 
Macerich Partnership L.P. shall have filed a voluntary petition seeking 
reorganization or an arrangement with creditors or taken advantage of any 
bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or 
liquidation law or statute, or filed an answer admitting the material 
allegations of a petition filed against it in any proceedings under any such 
law, or had any petition filed against it in any proceeding under any of the 
foregoing laws unless the same shall have been dismissed, canceled or 
terminated prior to the Closing Date;

          (v) The additional matters set forth in SCHEDULE "11" annexed 
hereto and made a part hereof, if any, shall have occurred or been delivered 
to Seller, as applicable, at or prior to the Closing; and

          (vi) Simultaneously with the Closing, the closings shall occur 
under both of the Other Sale Agreements.

     (c) In the event that any condition contained in Section 9(a) or (b) is 
not satisfied, the party entitled to the satisfaction of such condition as a 
condition to its obligation to close title hereunder shall have as its sole 
remedy hereunder the right to elect to (i) waive such unsatisfied condition 
whereupon title shall close as provided in this Agreement or (ii) terminate 
this Agreement. In the event such party elects to terminate this Agreement, 
this Agreement shall be terminated and neither party shall have any further 
rights, obligations or liabilities hereunder, except as otherwise expressly 
provided herein (those rights, obligations and liabilities hereunder

                                      20
 

 
that expressly by the terms of this Agreement survive the Closing are herein 
collectively referred to as the "Surviving Obligations") and except that 
Purchaser (subject to the provisions of Sections 19 and 26 and provided 
Purchaser is not otherwise in default hereunder) shall be entitled to a 
return of the Downpayment. Nothing contained in this Section 9(c) shall be 
construed so as to bestow any right of termination upon a party for the 
failure of a condition to be satisfied unless such party is expressly 
entitled to the satisfaction of such condition as provided in Section 9(a) or 
(b).

     10. DOCUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING
    
     At the Closing, Seller shall execute, acknowledge and/or deliver or 
cause to be executed, acknowledged and/or delivered, as applicable, the 
following to Purchaser or the Title Company:
    
     (a) A grant deed (the "Deed") conveying title to the Property in the 
form of EXHIBIT "B" annexed hereto and made a part hereof.

     (b) The Assignment and Assumption of Leases and Security Deposits in the 
form of EXHIBIT "C" annexed hereto and made a part hereof (the "Lease 
Assignment") pursuant to which Seller will assign to Purchaser all of 
Seller's right, title and interest, if any, in and to the Leases, all 
guarantees thereof and the security deposits thereunder in Seller's 
possession, if any, and Purchaser shall assume all obligations under such 
Leases as set forth in such Lease Assignment.

     (c) The Assignment and Assumption of Contracts and Licenses in the form 
of EXHIBIT "D" annexed hereto and made a part hereof (the "Contract and 
License Assignment") pursuant to which Seller will assign to Purchaser all of 
Seller's right, title and interest, if any, in and to (i) all of the 
assignable licenses, permits, certificates, approvals, authorizations and 
variances issued for or with respect to the Property by any governmental 
authority (collectively, the "Licenses") and (ii) all assignable purchase 
orders, equipment leases, advertising agreements, franchise agreements, 
license agreements, leasing and brokerage agreements and other service 
contracts relating to the operation of the Property which have been disclosed 
in writing to Purchaser prior to the date hereof (collectively, the 
"Contracts"), and Purchaser shall assume all obligations under such Contracts 
and Licenses as set forth in the Contract and License Assignment, PROVIDED 
that Purchaser may notify Seller within 5 days after the date hereof if 
Purchaser desires Seller to terminate any of the Contracts listed on SCHEDULE 
"9" prior to the Closing.

     (d) The Assignment and Assumption of Intangible Property in the form of 
EXHIBIT "E" annexed hereto and made part hereof (the "Intangible Property 
Assignment") (the Lease

                                      21  



Assignment, the Contract and License Assignment, the Intangible Property 
Assignment and the Shopping Center Agreement Assignment referred to in clause 
(p) below are herein referred to collectively as the "A & A Agreements") 
pursuant to which Seller will assign to Purchaser all of Seller's right, 
title and interest, if any, in and to the Intangible Property, and Purchaser 
shall assume all obligations under such Intangible Property as set forth in 
the Intangible Property Assignment.

     (e) To the extent in Seller's possession, executed counterparts (or 
copies of same) of all Leases, Shopping Center Agreements and New Leases and 
any amendments, guarantees and other documents relating thereto, together 
with a schedule of all tenant security deposits thereunder and all accrued 
interest on such security deposits payable to tenants which are in the 
possession of Seller as either required by law or by the terms of the Lease, 
if any. In the event any such cash security deposits and the interest thereon 
payable to tenants are held by a bank, savings bank, trust company or savings 
and loan association, at Seller's option, Seller shall deliver to Purchaser, 
in lieu of such checks or credit, an assignment to Purchaser of such deposits 
and interest and written instructions to the holder thereof to transfer such 
deposits and interest to Purchaser. With respect to any lease security 
deposits which are other than cash, Seller shall execute and deliver to 
Purchaser at the Closing any appropriate instruments of assignment or 
transfer without warranty or representation.

     (f) A bill of sale in the form of EXHIBIT "F" annexed hereto and made a 
part hereof (the "Bill of Sale") conveying, transferring and selling to 
Purchaser without warranty or representation all right, title and interest of 
Seller in and to all Personal Property. It is agreed that the value of such 
property does not exceed Fifty Thousand and No/100 ($50,000.00) Dollars, that 
Seller shall prepare any required sales tax return (the "Sales Tax Return"), 
that such return shall be executed by Purchaser and delivered to Seller at 
the Closing, that Seller shall file such return and that Purchaser shall pay 
the sales tax due thereon in accordance with Section 11(c).

     (g) Notices to the tenants of the Property in the form of EXHIBIT "G" 
annexed hereto and made a part hereof advising the tenants of the sale of the 
Property to Purchaser and directing that rents and other payments thereafter 
be sent to Purchaser or as Purchaser may direct.

     (h) If required by law or Seller's partnership agreement, copies of any 
partnership resolutions and/or consents of the partners of Seller authorizing 
the execution, delivery and performance of this Agreement and the 
consummation of the transactions contemplated by this Agreement certified as 
true and correct by a general partner of Seller.

                                      22
                                          

                                          
     (i) To the extent in Seller's possession and not already located at the 
Property or held by Manager or its agents or employees, keys to all entrance 
doors to, and equipment and utility rooms located in, the Property.
                                          
     (j) To the extent in Seller's possession and not already located at the 
Property or held by Manager or its agents or employees, all Licenses.
                                          
     (k) To the extent in Seller's possession and not already located at the 
Property or held by Manager or its agents or employees, executed counterparts 
of all Contracts (or copies of same) and all warranties in connection 
therewith which are in effect on the Closing Date and which are assigned by 
Seller (such items may be delivered to Purchaser at the Property).
                                          
     (1) To the extent in Seller's possession and not already located at the 
Property or held by Manager or its agents or employees, plans and 
specifications of the Buildings.
     
     (m) The Transfer Tax Payment and the Transfer Tax Return.
     
     (n) A "FIRPTA" affidavit sworn to by Seller in the form of EXHIBIT "H" 
annexed hereto and made a part hereof and any corresponding affidavits 
required under California law with respect to the sale of real property 
located in the State of California. Purchaser acknowledges and agrees that 
upon Seller's delivery of such affidavits, Purchaser shall not withhold any 
portion of the Purchase Price pursuant to Section 1445 of the Internal 
Revenue Code of 1986, as amended, and the regulations promulgated thereunder 
or any corresponding statutes or regulations under California law.
                                          
     (o) cancellations of all management and leasing agreements relating to 
the Shopping Center (including, without limitation, the existing management 
contract with the Manager (the "Management Agreement").
   
     (p) The Assignment and Assumption of Shopping Center Agreements in the 
form of EXHIBIT "I" annexed hereto and made a part hereof (the "Shopping 
Center Agreement Assignment") pursuant to which Seller will assign to 
Purchaser all of Seller's right, title and interest, if any, in and to the 
Shopping Center Agreements and Purchaser shall assume all obligations under 
such Shopping Center Agreements to the extent set forth in the Shopping 
Center Agreement Assignment.
               
                                    23


                                          
     (q) All other documents Seller is required to deliver pursuant to the 
provisions of this Agreement or as may be reasonably required by the Title 
Company.
                                          
     11. DOCUMENTS TO BE DELIVERED BY PURCHASER AT THE CLOSING
                                          
     At the Closing, Purchaser shall execute, acknowledge and/or deliver (or 
cause to be executed, acknowledged and delivered), as applicable, the 
following to Seller:

     (a) The Purchase Price payable at the Closing pursuant to Section 2(b), 
subject to apportionments, credits and adjustments as provided in this 
Agreement.
                                          
     (b) The Bill of Sale.
                                          
     (c) The Sales Tax Return, if required, together with a check payable to 
the order of the appropriate collection officer in the amount of the sales 
tax due thereon.
                                          
     (d) The cancellation of the Management Agreement, executed by Manager.

     (e) If Purchaser is a partnership, copies of Purchaser's partnership 
agreement and partnership certificate (if applicable) and, if required by law 
or its partnership agreement, copies of partnership resolutions and/or 
consents of the partners authorizing the execution, delivery and performance 
of this Agreement and the consummation of the transactions contemplated by 
this Agreement, all certified as true and correct by a general partner of 
Purchaser.
                                          
     (f) The A & A Agreements.
                                          
     (g) The Transfer Tax Return.
                                          
     (h) All other documents Purchaser is required to deliver pursuant to the 
provisions of this Agreement or as may be reasonably required by the Title 
Company.
                                          
     12. OPERATION OF THE PROPERTY PRIOR TO THE CLOSING DATE
                                          
     Between the date hereof and the Closing Date, Seller shall have the 
right to continue to operate and maintain the Property as set forth herein. 
In connection therewith:
                                          
                                      24
                                          
       
     
     (a) (i) From and after the date hereof, Seller shall not modify, extend, 
renew or cancel (subject to Section 12(b)) any Lease (including any Anchor 
Lease) or any Shopping Center Agreement or enter into any proposed Lease of 
all or any portion of the Property, other than those currently being 
negotiated and set forth on SCHEDULE "12" annexed hereto and made a part 
hereof, without Purchaser's prior consent in each instance, which consent 
shall not be unreasonably withheld and shall be given or denied, with the 
reasons for any such denial, within the applicable period specified in 
Section 12(a)(iv).
                                          
     (ii) If, after the date hereof, Seller enters into any Leases, or if 
there is any extension or renewal of any Leases, whether or not such Leases 
provide for their extension or renewal, or any expansion or modification of 
any Leases, including but not limited to any new Lease or any extension, 
renewal, expansion or modification of an existing Lease currently being 
negotiated and set forth on SCHEDULE "12" (each, a "New Lease"), Seller shall 
keep accurate records of all expenses (collectively, "New Lease Expenses") 
incurred in connection with each New Lease, including, without limitation, 
the following: (A) brokerage commissions and fees relating to such leasing 
transaction, (B) expenses incurred for repairs, improvements, equipment, 
painting, decorating, partitioning and other items to satisfy the tenant's 
requirements with regard to such leasing transaction, (C) the cost of removal 
and/or abatement of asbestos or other hazardous or toxic substances located 
in the demised space, (D) reimbursements to the tenant for the cost of any of 
the items described in the preceding clauses (B) and (C), (E) legal fees for 
services in connection with the preparation of documents and other services 
rendered in connection with the effectuation of the leasing transaction, (F) 
rent concessions relating to the demised space provided the tenant has the 
right to take possession of such demised space during the period of such rent 
concessions, (G) tenant improvement allowances provided to the tenant under 
such leasing transactions, and (H) expenses incurred pursuant to a New Lease 
for the purpose of satisfying or terminating the obligations of the tenant 
thereunder to a landlord under another lease (whether or not such other lease 
covers space in the Property).
                  
     (iii) The New Lease Expenses for each New Lease allocable to and payable 
by Seller shall be determined by multiplying the amount of such New Lease 
Expenses by a fraction, the numerator of which shall be the number of days 
contained in that portion, if any, of the term of such New Lease commencing 
on the date on which the tenant thereunder shall have commenced to pay fixed 
rent ("Rent Commencement Date") and expiring on the date immediately 
preceding the Closing Date, and the denominator of which shall be the total 
number of days contained in the period commencing on the Rent Commencement 
Date and expiring on the date of the scheduled expiration of the term of such 
New Lease, and the remaining balance of the New Lease Expenses for each New 
Lease shall be allocable to and payable by Purchaser. For purposes of this 
Section
                                          
                                      25


                                          
12(a)(iii), the Rent Commencement Date under a renewal, extension, expansion 
or modification of a Lease shall be deemed to be (A) in the case of a renewal 
or extension (whether effective prior to or after the Closing, or in the form 
of an option exercisable in the future), the first date during such renewal 
or extension period after the originally scheduled expiration of the term of 
such Lease on which the tenant under such Lease commences to pay fixed rent, 
(B) in the case of an expansion (whether effective prior to or after the 
Closing, or in the form of an option exercisable in the future), the date on 
which the tenant under such Lease commences to pay fixed rent for the 
additional space, and (C) in the case of a modification not also involving a 
renewal, extension or expansion of such Lease, the effective date of such 
modification agreement. At the Closing, Purchaser shall reimburse Seller for 
all New Lease Expenses theretofore paid by Seller, if any, in excess of the 
portion of the New Lease Expenses allocated to Seller pursuant to the 
provisions of the preceding sentence. The provisions of this Section 
12(a)(iii) shall survive the Closing.
                                          
     (iv) With respect to any proposed action by Seller to be submitted to 
Purchaser for its consent pursuant to Section 12(a)(i), Purchaser shall 
consent or deny its consent, with the reasons for any such denial, within ten 
(10) days after receipt by Purchaser of Seller's notice requesting 
Purchaser's consent to the proposed action relating to such existing or 
proposed Lease or Shopping Center Agreement.
                                          
If Purchaser fails to reply to Seller's request for consent pursuant to the 
provisions of Subsections 12(a)(i) in a notice given within the 
above-described applicable time period or if Purchaser expressly denies its 
consent but fails to provide Seller with the reasons for such denial, 
Purchaser's consent shall be deemed to have been granted.
                                          
     (b) Notwithstanding anything to the contrary contained in this 
Agreement, Seller reserves the right, but is not obligated, to institute 
summary proceedings against any tenant or terminate any Lease as a result of 
a default by the tenant thereunder prior to the Closing Date, PROVIDED that 
Seller will obtain Purchaser's written consent (not to be unreasonably 
withheld or delayed) prior to instituting any summary proceeding with respect 
to any tenant. Seller makes no representations and assumes no responsibility 
with respect to the continued occupancy of the Property or any part thereof 
by any tenant. The removal of a tenant whether by summary proceedings or 
otherwise prior to the Closing Date shall not give rise to any claim on the 
part of Purchaser. Further, Purchaser agrees that it shall not be grounds for 
Purchaser's refusal to close this transaction that any tenant is a holdover 
tenant or in default under its Lease on the Closing Date and Purchaser shall 
accept title subject to such holding over or default without credit against, 
or reduction of, the Purchase Price, subject, however, to apportionment 
pursuant to Paragraph 3 above.

                                    26  
                                    



     (c) Seller shall not modify, extend, renew or cancel (except as a result 
of a default by the other party thereunder) any Contracts that affect the 
operation of the Property, or enter into any new Contract that materially 
affects the operation of the Property without Purchaser's prior consent in 
each instance, which consent shall not be unreasonably withheld or delayed, 
and if withheld, Purchaser shall promptly give Seller a notice stating the 
reasons therefor. With respect to any proposed action by Seller to be 
submitted to Purchaser for its consent pursuant to this subsection (c), 
Purchaser shall grant or deny its consent, with the reason for any such 
denial within ten (10) days after receipt by Purchaser of Seller's notice 
requesting Purchaser's consent to the proposed action relating to such 
existing or proposed Contract. If Purchaser fails to reply to Seller's 
request for consent pursuant to the provisions of this subsection (c) in a 
notice given within the above described time period or if Purchaser expressly 
denies its consent but fails to provide Seller with the reasons for such 
denial, Purchaser's consent shall be deemed to be granted.

     (d) Seller, through its accountants and attorneys engaged for such 
purpose, has commenced but not completed proceedings for the partial refund 
of real estate taxes and assessments based on a claimed reduction in 
assessable valuation of the Property. From and after the Closing Date, 
Purchaser will supervise and coordinate such proceedings and the efforts of 
such accountants and attorneys, and will pay all charges incurred in 
connection therewith. All refunds received after the Closing Date, whether 
for tax years prior to or after the 1996-1997 tax year, shall be paid to 
Purchaser, and Seller shall have no responsibility in connection therewith or 
interest therein, provided that Purchaser shall be responsible for the 
payments of any such refunds to any tenants entitled thereto. The provisions 
of this Section 12(d) shall survive the Closing indefinitely.

     13. AS IS

     (a) AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLER 
AND PURCHASER AGREE THAT PURCHASER IS TAKING THE PROPERTY "AS-IS" WITH ANY 
AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER 
THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET 
FORTH HEREIN, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY 
REPRESENTATION, STATEMENT OR OTHER ASSERTION WITH RESPECT TO THE PROPERTY 
CONDITION, BUT IS RELYING UPON ITS EXAMINATION OF THE PROPERTY. EXCEPT AS 
OTHERWISE PROVIDED FOR IN THIS AGREEMENT, PURCHASER TAKES THE PROPERTY UNDER THE
EXPRESS UNDERSTANDING THERE ARE NO EXPRESS OR IMPLIED WARRANTIES. THE 
PROVISIONS OF THIS


                                       27


SECTION 13(a) SHALL NOT NEGATE ANY EXPRESS REPRESENTATIONS OF SELLER SET 
FORTH IN THIS AGREEMENT. PURCHASER ACKNOWLEDGES THAT (A) AN AFFILIATE OF 
PURCHASER OWNED THE PROPERTY PRIOR TO SEPTEMBER 19, 1994, WITH AN AFFILIATE 
OF SELLER, (B) SINCE SEPTEMBER 19, 1994, PURCHASER'S AFFILIATE, MANAGER, HAS 
BEEN THE MANAGER OF THE PROPERTY AND (C) BASED ON ITS PRIOR OWNERSHIP AND THE 
MANAGER'S MANAGEMENT OF THE PROPERTY, PURCHASER IS FAMILIAR WITH THE 
MANAGEMENT, OWNERSHIP, OPERATION, MAINTENANCE, FINANCIAL AND PHYSICAL 
CONDITION AND OTHER MATTERS RELATING TO THE PROPERTY. PURCHASER FURTHER 
ACKNOWLEDGES THAT PURCHASER IS A SOPHISTICATED BUYER, WITH EXPERIENCE IN REAL 
ESTATE INVESTMENTS.

     (b) This Agreement, as written, together with that certain License and 
Indemnity Agreement dated as of September 19, 1996 (the "License and 
Indemnity Agreement") between Seller and The Macerich Partnership, L.P., 
contains all the terms of the agreement entered into between the parties as 
of the date hereof, and Purchaser acknowledges that neither Seller nor any of 
Seller's Affiliates (as defined in Section 24(e)), nor any of their agents or 
representatives, nor Broker has made any representations or held out any 
inducements to Purchaser, and Seller hereby specifically disclaims any 
representation, oral or written, past, present or future, other than those 
specifically set forth in this Agreement. Without limiting the generality of 
the foregoing, Purchaser has not relied on any representations or warranties, 
and neither Seller nor any of Seller's Affiliates, nor any of their agents or 
representatives has or is willing to make any representations or warranties, 
express or implied, other than as may be expressly set forth herein, as to 
(i) the status of title to the Property; (ii) the Leases, the Anchor Leases 
or the Shopping Center Agreements; (iii) the Contracts; (iv) the Licenses; 
(v) the current or future real estate tax liability, assessment or valuation 
of the Property; (vi) the potential qualification of the Property for any and 
all benefits conferred by any Laws whether for subsidies, special real estate 
tax treatment, insurance, mortgages or any other benefits, whether similar or 
dissimilar to those enumerated; (vii) the compliance of the Property in its 
current or any future state with applicable Laws or any violations thereof, 
including, without limitation, those relating to access for the handicapped, 
environmental or zoning matters, and the ability to obtain a change in the 
zoning or a variance in respect to the Property' non-compliance, if any, with 
zoning Laws; (viii) the nature and extent of any right-of-way, lease, 
possession, lien, encumbrance, license, reservation, condition or otherwise; 
(ix) the availability of any financing for the purchase, alteration, 
rehabilitation or operation of the Property from any source, including, 
without limitation, any government authority or any lender; (x) the current 
or future use of the Property, including, without limitation, the Property' 
use for retail purposes; (xi) the present and future condition and

                                       28


operating state of any Personal Property and the present or future structural
and physical condition of the Buildings, their suitability for rehabilitation or
renovation, or the need for expenditures for capital improvements, repairs or
replacements thereto; (xii) the viability or financial condition of any tenant;
(xiii) the status of the leasing market in which the Property is located; or
(xiv) the actual or projected income or operating expenses of the Property.

     (c) Purchaser acknowledges that Seller has afforded Purchaser the 
opportunity for full and complete investigations, examinations and 
inspections of the Property and all Property Information. Purchaser 
acknowledges and agrees that (i) the Property Information delivered or made 
available to Purchaser and Purchaser's Representatives by Seller or Seller's 
Affiliates, or any of their agents or representatives may have been prepared 
by third parties and may not be the work product of Seller and/or any of 
Seller's Affiliates; (ii) neither Seller nor any of Seller's Affiliates has 
made or is obligated to have made any independent investigation or 
verification of the Property Information; (iii) the Property Information 
delivered or made available to Purchaser and Purchaser's Representatives is 
furnished to each of them at the request, and for the convenience of, 
Purchaser; (iv) Purchaser is relying solely on its own investigations, 
examinations and inspections of the Property and those of Purchaser's 
Representatives and is not relying in any way on the Property Information 
furnished by Seller or any of Seller's Affiliates, or any of their agents or 
representatives except for Seller's express representations and warranties 
set forth herein; (v) except as to Seller's express representations and 
warranties set forth herein, Seller expressly disclaims any representations 
or warranties with respect to the accuracy or completeness of the Property 
Information and Purchaser releases Seller and Seller's Affiliates, and their 
agents and representatives, from any and all liability with respect thereto; 
and (vi) any further distribution of the Property Information is subject to 
Section 23. Purchaser, on behalf of itself and any successor owner of the 
Property which is an Affiliate of Purchaser, hereby fully and irrevocably 
releases Seller and Seller's Affiliates, and their agents and 
representatives, from any and all claims that it may now have or hereafter 
acquire against Seller or Seller's Affiliates, or their agents or 
representatives, for any cost, loss, liability, damage, expense, action or 
cause of action, whether foreseen or unforeseen, arising from or related to 
any obligations or liability existing as of the date hereof under any of the 
Leases, the Contracts, the Licenses or the Shopping Center Agreements, except 
for claims against Seller in connection with or arising out of (x) Retained 
Claims, or (y) subject to Section 7(a)(iii), a breach of any representation, 
warranty or covenant of Seller contained in this Agreement or the indemnity 
of Seller contained in Section 17 of this Agreement. Purchaser further 
acknowledges and agrees that this release shall be given full force and 
effect according to each of its expressed terms and provisions, including, 
but not limited to, those relating to unknown and suspected claims, damages 
and causes of action.


                                       29


     (d) Purchaser acknowledges that the Property contains asbestos and other 
potentially environmentally hazardous, toxic or dangerous substances. 
Purchaser, on behalf of itself and any successor owner of the Property which 
is an Affiliate of Purchaser, hereby fully and irrevocably releases Seller 
and Seller's affiliates, and their agents and representatives, from any and 
all claims that it may now have or hereafter acquire against Seller or 
Seller's Affiliates, or their agents or representatives, but not any 
contractors or consultants with whom Seller may have contracted for work in 
connection with the Property, for any cost, loss, liability, damage, expense, 
action or cause of action, whether foreseen or unforeseen, arising from or 
related to any construction defects, errors or omissions on or in the 
Property, the presence of environmentally hazardous, toxic or dangerous 
substances, or any other conditions (whether patent, latent or otherwise) 
affecting the Property, except for claims against Seller based upon any 
obligations and liabilities of Seller expressly provided in this Agreement. 
Purchaser further acknowledges and agrees that this release shall be given 
full force and effect according to each of its expressed terms and 
provisions, including, but not limited to, those relating to unknown and 
suspected claims, damages and causes of action. As a material covenant and 
condition of this Agreement, Purchaser agrees that in the event of any such 
construction defects, errors or omissions, the presence of environmentally 
hazardous, toxic or dangerous substances, or any other conditions affecting 
the Property, Purchaser shall look solely to Seller's predecessors in 
interest or to such contractors and consultants as may have contracted for 
work in connection with the Property for any redress or relief, except for 
claims against Seller based upon any obligations and liabilities of Seller 
expressly provided in this Agreement. Purchaser further understands that some 
of Seller's predecessors in interest or such contractors and consultants may 
have filed petitions under the bankruptcy code and Purchaser may have no 
remedy against such predecessors, contractors or consultants.

     (e) Seller shall not be liable or bound in any manner by any oral or 
written "setups" or information pertaining to the Property or the rents 
furnished by Seller, Seller's Affiliates, their agents or representatives, 
any real estate broker or other person.

     (f) THE PROVISIONS OF THIS SECTION 13 SHALL SURVIVE INDEFINITELY ANY 
TERMINATION OF THIS AGREEMENT AND THE CLOSING.

     14. BROKER

     Purchaser and Seller each represent and warrant to the other that it has
not dealt with any broker other than LaSalle Real Estate Partners ("LaSalle") in
connection with the Property and the transactions described herein. Seller shall
be solely responsible for payment of LaSalle's commission. Each party hereto
agrees to indemnify, defend and hold the other harmless from and


                                       30


against any and all claims, causes of action, losses, costs, expenses, damages
or liabilities, including reasonable attorneys' fees and disbursements, which
the other may sustain, incur or be exposed to, by reason of any claim or claims
by any other broker, finder or other person, for fees, commissions or other
compensation arising out of the transactions contemplated in this Agreement if
such claim or claims are based in whole or in part on dealings or agreements
with the indemnifying party. Notwithstanding any provisions of this Agreement to
the contrary, in no event shall Seller be liable for, and the foregoing
indemnity of Seller shall in no event apply to, claims by any other broker,
finder or other person for such fees, commissions or other compensation if such
claims are based upon dealings or agreements with prior owners of the Property.
The obligations and representations and warranties contained in this Section 14
shall survive the termination of this Agreement and the Closing.

     15. CASUALTY: CONDEMNATION

     (a) DAMAGE OR DESTRUCTION: If, prior to the Closing Date, a "material" 
part (as hereinafter defined) of the Property is damaged or destroyed by fire 
or other casualty, Seller shall notify Purchaser of such fact and, except as 
hereinafter provided, Purchaser shall have the option to terminate this 
Agreement upon notice to Seller given not later than ten (10) days after 
receipt of Seller's notice. If this Agreement is so terminated, the 
provisions of Section 15(d) shall apply. Notwithstanding the foregoing, if a 
"material" part of the Property is damaged or destroyed and Purchaser elects 
to terminate this Agreement as provided above, Purchaser's election shall be 
ineffective if within ten (10) days after Seller's receipt of Purchaser's 
election notice, Seller shall elect by notice to Purchaser to repair such 
damage or destruction and shall thereafter complete such repair within 120 
days after the then scheduled Closing Date at the time of Purchaser's 
election. If Seller makes such election to repair, Seller shall have the 
right to adjourn the Closing Date one or more times for up to one hundred 
twenty (120) days in the aggregate in order to complete such repairs and 
shall have the right to retain all insurance proceeds which Seller may be 
entitled to receive as a result of such damage or destruction. If (i) 
Purchaser does not elect to terminate this Agreement, (ii) Purchaser elects 
to terminate this Agreement but such election is ineffective because Seller 
elects to repair such damage and completes such repair within such 120-day 
period provided above, or (iii) there is damage to or destruction of an 
"immaterial" part ("immaterial" is herein deemed to be any damage or 
destruction which is not "material", as such term is hereinafter defined) of 
the Property, Purchaser shall close title as provided in this Agreement and, 
at the Closing, Seller shall, unless Seller has repaired such damage or 
destruction prior to the Closing, (x) pay over to Purchaser the proceeds of 
any insurance collected by Seller less the amount of all costs incurred by 
Seller in connection with the repair of such damage or destruction plus the 
lesser of (A) the amount of the deductible under the applicable insurance


                                       31


policy or (B) the estimated cost of repair of such damage or destruction as 
reasonably estimated by Seller and approved by Purchaser, and (y) assign and 
transfer to Purchaser all right, title and interest of Seller in and to any 
uncollected insurance proceeds which Seller may be entitled to receive from 
such damage or destruction. A "material" part of the Property shall be deemed 
to have been damaged or destroyed if the cost of repair or replacement shall, 
together with any costs to repair or replace any of the property covered by 
the Other Sale Agreements due to fire or other casualty and the estimated 
cost of any lost rents not covered by an assignment of any rights of Seller 
to rental loss insurance which may under the terms of Seller's insurance 
policy be assigned to Purchaser, exceed $3,000,000 in the aggregate.

     (b) CONDEMNATION: If, prior to the Closing Date, all or any 
"significant" portion (as hereinafter defined) of the Property is taken by 
eminent domain or condemnation (or is the subject of a pending taking which 
has not been consummated), Seller shall notify Purchaser of such fact and 
Purchaser shall have the option to terminate this Agreement upon notice to 
Seller given not later than ten (10) days after receipt of the Seller's 
notice. If this Agreement is so terminated, the provisions of Section 15(d) 
shall apply. If Purchaser does not elect to terminate this Agreement, or if 
an "insignificant" portion ("insignificant" is herein deemed to be any taking 
which is not "significant", as such term is herein defined) of the Property 
is taken by eminent domain or condemnation, Purchaser shall close title as 
provided in this Agreement and, at the Closing Seller shall assign and 
turnover, and Purchaser shall be entitled to receive and keep, all awards or 
other proceeds for such taking by eminent domain or condemnation. A 
"significant" portion of the Property means (i) any portion of the Buildings, 
(ii) a portion of the parking areas if the taking thereof reduces the 
remaining available number of parking spaces below the minimum legally 
required or the number required under any Anchor Lease or Shopping Center 
Agreement, (iii) a legally required driveway on the Land which cannot be 
replaced with a new driveway so as to satisfy the necessary legal 
requirements, or (iv) any other driveway on such Land if such driveway is the 
predominant means of ingress thereto or egress therefrom.

     (c) Notwithstanding anything contained in Section 15(a) and Section 
15(b) to the contrary, if this Agreement is not terminated as provided in 
Section 15(a) or Section 15(b) and the insurance, eminent domain or 
condemnation proceeds payable with respect to the Property as a result of any 
casualty or taking exceeds the Purchase Price, Seller's obligation to pay 
over to Purchaser those proceeds paid to Seller prior to the Closing shall be 
limited to the amount of the Purchase Price and Seller shall be entitled to 
retain the remainder of such proceeds. To the extent that payment of all or 
any portion of such proceeds does not occur prior to the Closing, the parties 
agree that Seller shall be entitled to that portion of the proceeds in excess 
of the Purchase Price, which agreement shall survive the Closing.


                                       32



     (d) If Purchaser elects to terminate this Agreement pursuant to Section 
15(a) or 15(b), this Agreement shall be terminated and neither party shall 
have any further rights, obligations or liabilities hereunder, except for the 
Surviving Obligations, and except that Purchaser (subject to the provisions 
of Sections 19 and 26 and provided Purchaser is not otherwise in default 
hereunder) shall be entitled to a return of the Downpayment.

     16. REMEDIES

     (a) If the Closing fails to occur by reason of Seller's inability 
(subject to Section 6(b)) to perform its obligations under this Agreement (as 
opposed to Seller's failure or refusal to perform such obligations), then 
Purchaser, as its sole remedy for such inability of Seller, may either (i) 
terminate this Agreement by notice to Seller or (ii) waive such defect 
causing such inability and proceed to close without any abatement or 
reduction of the Purchase Price. If Purchaser elects to terminate this 
Agreement, then this Agreement shall be terminated and neither party shall 
have any further rights, obligations or liabilities hereunder, except for the 
Surviving Obligations, and except that Purchaser (subject to the provisions 
of Sections 19 and 26 and provided Purchaser is not otherwise in default 
hereunder) shall be entitled to a return of the Downpayment. Except as set 
forth in this Section 16(a), Purchaser hereby expressly waives, relinquishes 
and releases any other right or remedy available to it at law, in equity or 
otherwise (including, without limitation, any right to record or file a 
notice of lis pendens or notice of pendency of action or similar notice 
against any portion of the Property and the right to sue for or seek any 
monetary award or judgment and/or consequential, incidental, punitive, 
exemplary or other damages from or against Seller) if the Closing fails to 
occur by reason of Seller's inability to perform its obligations hereunder.

     (b) If the Closing fails to occur by reason of Purchaser's failure or 
refusal to perform its obligations hereunder, or if the closing under any of 
the Other Sale Agreements fails to occur by reason of the failure or refusal 
of any affiliate of Purchaser to perform its obligations thereunder, then 
Seller may terminate this Agreement by notice to Purchaser. If Seller elects 
to terminate this Agreement, then this Agreement shall be terminated and 
neither party shall have any further rights, obligations or liabilities 
hereunder, except for the Surviving Obligations and, except that Seller may 
retain the Downpayment as liquidated damages for all loss, damage and 
expenses suffered by Seller, it being agreed that Seller's damages are 
impossible to ascertain. Nothing contained herein shall limit or restrict 
Seller's ability to pursue any rights or remedies it may have against 
Purchaser with respect to the Surviving Obligations. Except as set forth in 
this Section 16(b) and Section 23(e) and except for any rights and remedies 
that Seller may have under Section 18, Seller hereby expressly waives, 
relinquishes and releases any other right or remedy


                                       33


available to it at law, in equity or otherwise by reason of Purchaser's 
default hereunder or Purchaser's failure or refusal to perform its 
obligations hereunder.

     PURCHASER AND SELLER ACKNOWLEDGE THAT, IN THE EVENT OF A DEFAULT AS
DESCRIBED ABOVE, IT WOULD BE IMPRACTICAL OR IMPOSSIBLE TO ACCURATELY ASCERTAIN
SELLER'S DAMAGES. ACCORDINGLY, PURCHASER AND SELLER HEREBY AGREE THAT IN THE
EVENT THE SALE HEREUNDER FAILS TO CLOSE BY REASON OF ANY DEFAULT DESCRIBED
ABOVE, SELLER SHALL BE ENTITLED TO RETAIN AS ITS SOLE REMEDY THE DOWNPAYMENT
(INCLUDING ALL INTEREST EARNED THEREON) AS LIQUIDATED DAMAGES IN LIEU OF ALL
OTHER RIGHTS AND REMEDIES TO WHICH SELLER MAY BE ENTITLED. PURCHASER AND SELLER
AGREE THAT SAID DOWNPAYMENT REPRESENTS REASONABLE LIQUIDATED DAMAGES UNDER THE
CIRCUMSTANCES.

     PURCHASER'S INITIALS  RAB                       SELLER'S INITIALS  DAJ
                          -----                                        -----

     (c) If the Closing fails to occur by reason of Seller's failure or 
refusal to perform its obligations hereunder, then Purchaser, as its sole 
remedy hereunder, may (i) terminate this Agreement by notice to Seller or 
(ii) seek specific performance from Seller. As a condition precedent to 
Purchaser exercising any right it may have to bring an action for specific 
performance as the result of Seller's failure or refusal to perform its 
obligations hereunder, Purchaser must commence such an action within ninety 
(90) days after the occurrence of such default. Purchaser agrees that its 
failure to timely commence such an action for specific performance within 
such ninety (90) day period shall be deemed a waiver by it of its right to 
commence an action for specific performance as well as a waiver by it of any 
right it may have to file or record a notice of lis pendens or notice of 
pendency of action or similar notice against any portion of the Property. 
Except as set forth in this Section 16(c) and Section 17, Purchaser hereby 
expressly waives, relinquishes and releases any other right or remedy 
available to it at law, in equity or otherwise if the Closing fails to occur 
by reason of Seller's failure or refusal to perform its obligations 
hereunder, including without limitation the right to sue for or seek any 
monetary award or judgment and/or consequential, incidental, punitive, 
exemplary or other damages, from or against Seller.

     17. SELLER'S INDEMNITY

     Seller hereby agrees to indemnify Purchaser and Purchaser's affiliates 
(other than Manager) against, and to hold Purchaser and Purchaser's 
affiliates (other than Manager) harmless


                                       34


from all claims, demands, causes of action, losses, damages, liabilities, 
costs and expenses (including, without limitation, attorneys' fees and 
disbursements) asserted against or incurred by Purchaser or Purchaser's 
affiliates (other than Manager) in connection with or arising out of (a) the 
matters set forth on SCHEDULE "13" annexed hereto and made a part hereof 
relating to the ownership and operation of the Property prior to the Closing 
Date, or (b) subject to Section 7(a)(iii), a breach of any representation, 
warranty or covenant of Seller contained in this Agreement. Seller's 
obligations under this Section 17 shall survive the Closing indefinitely.

     18. PURCHASER'S INDEMNITY

     Purchaser hereby agrees to indemnify Seller and Seller's Affiliates
against, and to hold Seller and Seller's Affiliates harmless from all claims,
demands, causes of action, losses, damages, liabilities, costs and expenses
(including, without limitation, attorneys' fees and disbursements) asserted
against or incurred by Seller or any of Seller's Affiliates in connection with
or arising out of (a) all matters relating to the ownership or operation of the
Property from and after the Closing Date, (b) a breach of any representation,
warranty or covenant of Purchaser contained in this Agreement, (c) the Assumed
Claims, (d) any liability to tenants under Leases or parties to a Shopping
Center Agreement with respect to (i) the repayment of any real estate tax
refunds received by the Purchaser or other successor owner of the Property
subsequent to the Closing Date and relating to any tax period prior to the
Closing Date, or (ii) the repayment of any overcharges for common area
maintenance, Recoverable Expenses or similar charges, or (e) except for the
matters listed on SCHEDULE "13" hereto, all matters assumed by Purchaser
pursuant to the terms of this Agreement or any of the documents delivered
pursuant hereto. Purchaser's obligations under this Section 18 shall survive the
Closing indefinitely.

     19. ESCROW

     Escrow Agent shall hold the Downpayment in escrow and shall dispose of the
Downpayment only in accordance with the following provisions:

     (a) Escrow Agent shall deliver the Downpayment to Seller or Purchaser, 
as the case may be, as follows:

          (i) to Seller, upon completion of the Closing; or

          (ii) to Seller, after receipt of Seller's demand in which Seller 
certifies either that (A) Purchaser has defaulted under this Agreement, or 
(B) this Agreement has been otherwise


                                       35


terminated or canceled, and Seller is thereby entitled to receive the 
Downpayment; but Escrow Agent shall not honor Seller's demand until more than 
ten (10) days after Escrow Agent has given a copy of Seller's demand to 
Purchaser in accordance with Section 19(b)(i), nor thereafter if Escrow Agent 
receives a Notice of Objection (as defined in Section 19(b)(i)) from 
Purchaser within such ten (10) day period; or

          (iii) to Purchaser, after receipt of Purchaser's demand in which 
Purchaser certifies either that (A) Seller has defaulted under this 
Agreement, or (B) this Agreement has been otherwise terminated or canceled, 
and Purchaser is thereby entitled to receive the Downpayment; but Escrow 
Agent shall not honor Purchaser's demand until more than ten (10) days after 
Escrow Agent has given a copy of Purchaser's demand to Seller in accordance 
with Section 19(b)(i), nor thereafter if Escrow Agent receives a Notice of 
Objection from Seller within such ten (10) day period.

Upon delivery of the Downpayment, Escrow Agent shall be relieved of all 
liability hereunder and with respect to the Downpayment unless delivered in 
contradiction to the provisions hereof. Escrow Agent shall deliver the 
Downpayment, at the election of the party entitled to receive the same, by 
(i) a good, unendorsed certified check of Escrow Agent payable to the order 
of such party, (ii) an unendorsed official bank or cashier's check payable to 
the order of such party, or (iii) a bank wire transfer of immediately 
available funds to an account designated by such party.

     (b) (i) Upon receipt of a written demand from Seller or Purchaser under 
Section 19(a)(ii) or (iii), Escrow Agent shall send a copy of such demand to 
the other party. Within ten (10) days after the date of receiving same, but 
not thereafter, the other party may object to delivery of the Downpayment to 
the party making such demand by giving a notice of objection (a "Notice of 
Objection") to Escrow Agent. After receiving a Notice of Objection, Escrow 
Agent shall send a copy of such Notice of Objection to the party who made the 
demand; and thereafter, in its sole and absolute discretion, Escrow Agent may 
elect either (A) to continue to hold the Downpayment until Escrow Agent 
receives a written agreement of Purchaser and Seller directing the 
disbursement of the Downpayment, in which event Escrow Agent shall disburse 
the Downpayment in accordance with such agreement; and/or (B) deposit the 
Downpayment into any court of competent jurisdiction and bring any action of 
interpleader or any other proceeding; and/or (C) in the event of any 
litigation between Seller and Purchaser, to deposit the Downpayment with the 
clerk of the court in which such litigation is pending. Notwithstanding any 
other provision contained within this Agreement, if Purchaser has terminated 
this Agreement in accordance with the provisions of Sections 7(a)(ii), 9(c), 
15(a), 15(b), 16(a) and/or 24(m), Seller shall be entitled to deliver a 
Notice of Objection to the Escrow Agent pursuant to its right to do so in 
accordance


                                       36


with the other provisions of this Section 19. Seller hereby agrees that it shall
include within any such Notice of Objection the amount which it claims to be
entitled to pursuant to the appropriate provisions of this Agreement, with any
such claim for damages being limited to actual damages expected to be suffered
or incurred by Seller as a result of Purchaser's breach of its indemnification
obligations as set forth in Sections 14 and 17 above (together with reasonable
attorney's fees and cost of suit), and with Escrow Agent being instructed to
return the balance of the Downpayment to Purchaser.

     (ii) If Escrow Agent is uncertain for any reason whatsoever as to its 
duties or rights hereunder (and whether or not Escrow Agent has received any 
written demand under Section 19(a)(ii) or (iii), or Notice of Objection under 
Section 19(b)(i)), notwithstanding anything to the contrary herein, Escrow 
Agent may hold and apply the Downpayment pursuant to Section 19(b)(i)(A),(B) 
or (C). In the event the Downpayment is deposited in a court by Escrow Agent 
pursuant to Section 19(b)(i)(B) or (C), Escrow Agent shall be entitled to 
rely upon the decision of such court. In the event of any dispute whatsoever 
among the parties with respect to disposition of the Downpayment, Purchaser 
and Seller shall pay the attorneys' fees and costs incurred by Escrow Agent 
(which said parties shall share equally, but for which said parties shall be 
jointly and severally liable) for any litigation in which Escrow Agent is 
named as, or becomes, a party.

     (c) Notwithstanding anything to the contrary in this Agreement, within 
one (1) business day after the date of this Agreement, Escrow Agent shall 
place the Downpayment in an Approved Investment. Escrow Agent may not 
commingle the Downpayment with any other funds held by Escrow Agent. Escrow 
Agent may convert the Downpayment from the Approved Investment into cash or a 
non-interest-bearing demand account at an Approved Institution as follows:

     (i)  at any time within seven (7) days prior to the Closing Date; or

     (ii) if the Closing Date is accelerated or extended, at any time within 
seven (7) days prior to the accelerated or extended Closing Date (PROVIDED, 
HOWEVER, that Seller and Purchaser shall give Escrow Agent timely notice of 
any such acceleration or extension and that Escrow Agent may hold the 
Downpayment in cash or a non-interest-bearing deposit account if Seller and 
Purchaser do not give Escrow Agent timely notice of any such adjournment).

     (d) As used herein, the term "Approved Investment" means (i) any 
interest-bearing demand account or money market fund with Wells Fargo Bank, 
N.A. or any other institution otherwise approved by both Seller and Purchaser 
(collectively, an "Approved Institution"), or (ii) any other investment 
approved by both Seller and Purchaser. The rate of interest or yield need

                                       37


not be the maximum available and deposits, withdrawals, purchases, reinvestment
of any matured investment and sales shall be made in the sole discretion of
Escrow Agent, which shall have no liability whatsoever therefor. Discounts
earned shall be deemed interest for the purpose hereof.

     (e) Escrow Agent shall have no duties or responsibilities except those 
set forth herein, which the parties hereto agree are ministerial in nature. 
Seller and Purchaser acknowledge that except for Escrow Agent's own willful 
default, misconduct or gross negligence, Escrow Agent shall have no liability 
of any kind whatsoever arising out of or in connection with its activity as 
Escrow Agent. Seller and Purchaser jointly and severally agree to and do 
hereby indemnify and hold harmless Escrow Agent from all loss, cost, claim, 
damage, liability, and expense (including, without limitation, attorneys' 
fees and disbursements whether paid to retained attorneys or representing the 
fair value of legal services rendered to itself) which may be incurred by 
reason of its acting as Escrow Agent provided the same is not the result of 
Escrow Agent's willful default, misconduct or gross negligence. Escrow Agent 
may only charge against the Downpayment any amounts owed to it under the 
foregoing indemnity or may withhold the delivery of the Downpayment as 
security for any unliquidated claim, or both if Purchaser is liable to Escrow 
Agent for any costs.

     (f) Any Notice of Objection, demand or other notice or communication 
which may or must be sent, given or made under this Agreement to or by Escrow 
Agent shall be sent in accordance with the provisions of Section 22.

     (g) Simultaneously with their execution and delivery of this Agreement, 
Purchaser and Seller shall furnish Escrow Agent with their true Federal 
Taxpayer Identification Numbers so that Escrow Agent may file appropriate 
income tax information returns with respect to any interest in the 
Downpayment or other income from the Approved Investment. The party 
ultimately entitled to any accrued interest in the Downpayment shall be the 
party responsible for the payment of any tax due thereon.

     (h) Any amendment of this Agreement which could alter or otherwise 
affect Escrow Agent's obligations hereunder will not be effective against or 
binding upon Escrow Agent without Escrow Agent's prior consent, which consent 
may be withheld in Escrow Agent's sole and absolute discretion.

     (i) The provisions of this Section 19 shall survive the termination of 
this Agreement and the Closing.


                                       38


     20. ASSIGNMENT

     This Agreement may not be assigned by Purchaser and any assignment or 
attempted assignment by Purchaser shall constitute a default by Purchaser 
hereunder and shall be null and void.

     21. ACCESS TO RECORDS

     For a period of five (5) years subsequent to the Closing Date, either 
party to this Agreement, Affiliates of either party and their employees, 
agents and representatives shall be entitled to access during business hours 
to all documents, books and records given to such party by the other party at 
the Closing (including all books and records given to Purchaser or its 
affiliates by Manager) for tax and audit purposes, regulatory compliance, and 
cooperation with governmental investigations upon reasonable prior notice to 
the other party, and shall have the right, at its sole cost and expense, to 
make copies of such documents, books and records. The provisions of this 
Section 21 shall survive the Closing.

     22. NOTICES

     (a) All notices, elections, consents, approvals, demands, objections, 
requests or other communications which Seller, Purchaser or Escrow Agent may 
be required or desire to give pursuant to, under or by virtue of this 
Agreement must be in writing and sent by (i) first class, U.S. certified or 
registered mail, return receipt requested, with postage prepaid, (ii) express 
mail or courier (for next business day delivery), or (iii) telefax (in which 
event a copy shall also be required to be sent in accordance with subsection 
(ii) above), addressed as follows:

     If to Seller:

     MCA Buenaventura Associates, L.P.
     c/o LaSalle Advisors Limited
     200 East Randolph Drive
     Chicago, Illinois 60601
     Attention: Robert K. Hagan, Esq.
     Telefax No.: 312-782-4339


                                       39


     with a copy to:

MRA Holding Partnership
c/o Citibank, N.A.
Citicorp Realty Investment
 Advisors
909 Third Avenue
30th Floor
New York, New York 10043
Attention: Jeff Weissman
           and Rhona Landau
Telefax No.: 212-793-9831 (Jeff Weissman)
Telefax No.: 212-793-6766 (Rhona Landau)

     with a copy to:

c/o Dai-ichi Life (U.S.A.), Inc.
633 West 5th Street
Suite 6700
Los Angeles, California 90071
Attention: Mr. Yasuo Takasaki
Telefax No.: 213-624-1659

      with a copy to:

Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attention: Peter Schwartz
Telefax No.: 212-909-6836


                                       40


     with a copy to:

O'Melveny & Myers
Embarcadero Center West
275 Battery Street
San Francisco, California 94111-3305
Attention: Terry Cerezola
Telefax No.: 415-984-8701

     To Purchaser:

MR Buenaventura Limited Partnership
233 Wilshire Boulevard
Suite 700
Santa Monica, California 90401
Attention: Art Coppola
Telefax No.: 310-395-2791

     with a copy to:

c/o The Macerich Company
233 Wilshire Boulevard
Suite 700
Santa Monica, California 90401
Attention: Richard Bayer, Esq.
Telefax No.: 310-395-2791

     with a copy to:

Sidley & Austin
555 West Fifth Street
Los Angeles, California 90013
Attention: Marc Hayutin, Esq.
Telefax No.: 213-896-6600


                                       41




    If to Escrow Agent:

    Commonwealth Land Title Insurance Company
    888 West 6th Street
    Los Angeles, CA 90017
    Attention: Mr. Don Hallman
    Telecopier: 213-627-8722

    (b) Seller, Purchaser or Escrow Agent may designate another addressee or 
change its address for notices and other communications hereunder by a notice 
given to the other parties in the manner provided in this Section 22. A 
notice or other communication sent in compliance with the provisions of this 
Section 22 shall be deemed given and received on (i) the third (3rd) day 
following the date it is deposited in the U.S. mail, (ii) the date it is 
delivered to the other party if sent by express mail or courier (as evidenced 
by delivery receipt), or (iii) upon confirmation of receipt if sent by 
telefax in accordance with Section 22(a)(iii) above.

    23. PROPERTY INFORMATION AND CONFIDENTIALITY

    (a) Purchaser agrees that, prior to the Closing, all Property Information 
shall be kept strictly confidential and shall not, without the prior consent 
of Seller, be disclosed by Purchaser or Purchaser's Representatives, in any 
manner whatsoever, in whole or in part, and will not be used by Purchaser or 
Purchaser's Representatives, directly or indirectly, for any purpose other 
than evaluating the Property. Moreover, Purchaser agrees that, prior to the 
Closing, the Property Information will be transmitted only to Purchaser's 
Representatives who need to know the Property Information for the purpose of 
evaluating the Property, and who have acknowledged to Purchaser in writing 
their agreement to maintain the confidentiality of the Property Information 
or who are by reason of their professional relationship with Purchaser so 
obligated. The provisions of this Section 23(a) shall in no event apply to 
Property Information which is a matter of public record and shall not prevent 
Purchaser from complying with Laws, including, without limitation, 
governmental regulatory, disclosure, tax and reporting requirements. 
Purchaser and Seller acknowledge that the duties of Manager with respect to 
Property Information are separately governed by the Management Agreement.

    (b) Purchaser and Seller, for the benefit of each other, hereby agree 
that between the date hereof and the Closing Date, they will not release or 
cause or permit to be released any press notices, publicity (oral or written) 
or advertising promotion relating to, or otherwise announce or disclose or 
cause or permit to be announced or disclosed, in any manner whatsoever, the 
terms,

         
                                       42


conditions or substance of this Agreement or the transactions contemplated
herein, without first obtaining the written consent of the other party hereto.
It is understood that the foregoing shall not preclude either party from
discussing the substance or any relevant details of the transactions
contemplated in this Agreement, subject to the terms of Section 23(a), with any
of its attorneys, accountants, professional consultants or potential lenders, as
the case may be, or prevent either party hereto from complying with Laws,
including, without limitation, governmental regulatory, disclosure, tax and
reporting requirements.

    (c) Each party shall indemnify and hold the other harmless from and 
against any and all claims, demands, causes of action, losses, damages, 
liabilities, costs and expenses (including, without limitation, attorneys' 
fees and disbursements) suffered or incurred by such other party or its 
Affiliates and arising out of or in connection with a breach by the 
indemnifying party of the provisions of this Section 23.

    (d) As used in this Agreement, the term "Property Information" shall mean 
(i) all information and documents in any way relating to the Property, the 
operation thereof or the sale thereof (including, without limitation, Leases, 
Contracts, Shopping Center Agreements and Licenses) furnished to, or 
otherwise made available for review by, Purchaser or its directors, officers, 
employees, affiliates, partners, brokers, agents or other representatives, 
including, without limitation, attorneys, accountants, contractors, 
consultants, engineers and financial advisors (collectively, "Purchaser's 
Representatives"), by Seller or any of Seller's Affiliates, or their agents 
or representatives, including, without limitation, their contractors, 
engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) 
all analyses, compilations, data, studies, reports or other information or 
documents prepared or obtained by Purchaser or Purchaser's Representatives 
containing or based, in whole or in part, on the information or documents 
described in the preceding clause (i), or otherwise reflecting their review 
or investigation of the Property.

     (e) In addition to any other remedies available to Seller, Seller shall 
have the right to seek  equitable relief, including, without limitation, 
injunctive relief or specific performance, against  Purchaser or Purchaser's 
Representatives in order to enforce the provisions of this Section 23.

     (f) The provisions of this Section 23 shall survive the termination of 
this Agreement and  the Closing.


                                       43


    (g) To the extent there is any inconsistency between the provisions of 
this Section 23 and the provisions of the License and Indemnity Agreement, 
the provisions of this Agreement shall govern and control.

    24. MISCELLANEOUS

    (a) This Agreement shall not be altered, amended, changed, waived, 
terminated or otherwise modified in any respect or particular, and no consent 
or approval required pursuant to this Agreement shall be effective, unless 
the same shall be in writing and signed by or on behalf of the party to be 
charged.

    (b) This Agreement shall be binding upon and shall inure to the benefit 
of the parties hereto and to their respective heirs, executors, 
administrators, successors and permitted assigns. This Agreement is not 
intended to give or confer any benefits, rights, privileges, claims, actions 
or remedies to any person or entity as a third party beneficiary, by decree 
or otherwise.

    (c) All prior statements, understandings, representations and agreements 
between the parties, oral or written, are superseded by and merged in this 
Agreement, which together with the License and Indemnity Agreement fully and 
completely expresses the agreement between them in connection with this 
transaction and which is entered into after full investigation, neither party 
relying upon any statement, understanding, representation or agreement made 
by the other not embodied in this Agreement. This Agreement shall be given a 
fair and reasonable construction in accordance with the intentions of the 
parties hereto, and without regard to or aid of canons requiring construction 
against Seller or the party drafting this Agreement.

    (d) Except as otherwise expressly provided herein, Purchaser's acceptance 
of the Deed shall be deemed a discharge of all of the obligations of Seller 
hereunder and all of Seller's representations, warranties, covenants and 
agreements herein shall merge in the documents and agreements executed at the 
Closing and shall not survive the Closing.

    (e) Purchaser agrees that it does not have and will not have any claims 
or causes of action against any disclosed or undisclosed officer, director, 
employee, trustee, shareholder, partner, principal, parent, subsidiary or 
other affiliate of Seller, including, without limitation, Citicorp, Citibank, 
N.A., Citicorp Real Estate, Inc., The Dai-Ichi Mutual Life Insurance Company, 
Dai-Ichi Life (U.S.A.), Inc., DSA-MRA, Inc. or LaSalle Partners or any 
officer, director, employee, trustee, shareholder, partner or principal of 
any such parent, subsidiary or other affiliate (collectively, the "Seller's 
Affiliates"), arising out of or in connection with this Agreement or the


                                       44


transactions contemplated hereby. Purchaser agrees to look solely to Seller and
its assets for the satisfaction of any liability or obligation arising under
this Agreement or the transactions contemplated hereby, or for the performance
of any of the covenants, warranties or other agreements contained herein, and
further agrees not to sue or otherwise seek to enforce any personal obligation
against any of Seller's Affiliates with respect to any matters arising out of or
in connection with this Agreement or the transactions contemplated hereby.
Without limiting the generality of the foregoing provisions of this Section
24(e), Purchaser hereby unconditionally and irrevocably waives any and all
claims and causes of action of any nature whatsoever it may now or hereafter
have against Seller's Affiliates, and hereby unconditionally and irrevocably
releases and discharges Seller's Affiliates from any and all liability
whatsoever which may now or hereafter accrue in favor of Purchaser against
Seller's Affiliates, in connection with or arising out of this Agreement or the
transactions contemplated hereby. The provisions of this Section 24(e) shall
survive the termination of this Agreement and the Closing.

    (f) Seller and Purchaser agree that, wherever this Agreement provides 
that a party must send or give any notice, make an election or take some 
other action within a specific time period in order to exercise a right or 
remedy it may have hereunder, time shall be of the essence with respect to 
the taking of such action, and such party's failure to take such action 
within the applicable time period shall be deemed to be an irrevocable waiver 
by such party of such right or remedy. If performance is on a legal holiday 
generally recognized by national banks in Los Angeles or New York, then the 
obligations may be performed the next business day.

    (g) No failure or delay of either party in the exercise of any right or 
remedy given to such party hereunder or the waiver by any party of any 
condition hereunder for its benefit (unless the time specified herein for 
exercise of such right or remedy has expired) shall constitute a waiver of 
any other or further right or remedy nor shall any single or partial exercise 
of any right or remedy preclude other or further exercise thereof or any 
other right or remedy. No waiver by either party of any breach hereunder or 
failure or refusal by the other party to comply with its obligations shall be 
deemed a waiver of any other or subsequent breach, failure or refusal to so 
comply.

    (h) Neither this Agreement nor any memorandum thereof shall be recorded 
and any attempted recordation hereof shall be void and shall constitute a 
default.

    (i) Delivery of this Agreement shall not be deemed an offer and neither 
Seller nor Purchaser shall have any rights or obligations hereunder unless 
and until both parties have signed and delivered an original of this 
Agreement. This Agreement may be executed in one or more


                                       45


counterparts, each of which so executed and delivered shall be deemed an
original, but all of which taken together shall constitute but one and the same
instrument.

    (j) Each of the Exhibits and Schedules referred to herein and attached 
hereto is incorporated herein by this reference.

    (k) The caption headings in this Agreement are for convenience only and 
are not intended to be a part of this Agreement and shall not be construed to 
modify, explain or alter any of the terms, covenants or conditions herein 
contained.

    (l) This Agreement shall be interpreted and enforced in accordance with the
laws of the state in which the Property is located without reference to
principles of conflicts of laws.

    (m) If any provision of this Agreement shall be unenforceable or invalid, 
the same shall not affect the remaining provisions of this Agreement and to 
this end the provisions of this Agreement are intended to be and shall be 
severable. Notwithstanding the foregoing sentence, if (i) any provision of 
this Agreement is finally determined by a court of competent jurisdiction to 
be unenforceable or invalid in whole or in part, (ii) the opportunity for all 
appeals of such determination have expired, and (iii) such unenforceability 
or invalidity alters the substance of this Agreement (taken as a whole) so as 
to deny either party, in a material way, the realization of the intended 
benefit of its bargain, such party may terminate this Agreement within thirty 
(30) days after the final determination by notice to the other. If such party 
so elects to terminate this Agreement, then this Agreement shall be 
terminated and neither party shall have any further rights, obligations or 
liabilities hereunder, except for the Surviving Obligations, and except that 
Purchaser shall (subject to the provisions of Sections 19 and 26 and provided 
Purchaser is not otherwise in default hereunder) be entitled to a return of 
the Downpayment.

    (n) SELLER AND PURCHASER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, 
UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT EACH MAY HAVE TO TRIAL BY 
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT OR 
CONTRACT) BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR 
IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED AND 
DELIVERED BY EITHER PARTY IN CONNECTION HEREWITH (INCLUDING ANY ACTION TO 
RESCIND OR CANCEL THIS AGREEMENT ALLEGING THAT THIS AGREEMENT OR SUCH OTHER 
DOCUMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). EACH OF


                                       46


THE PARTIES TO THIS AGREEMENT ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT FOR SUCH PARTY TO ENTER INTO THIS AGREEMENT, THAT THE PARTIES TO THIS
AGREEMENT HAVE RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT
EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH
OF THE PARTIES TO THIS AGREEMENT FURTHER WARRANTS AND REPRESENTS THAT IT HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. THE TERMS
OF THIS SECTION 24(n) SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND/OR THE
CLOSING.

    25. FEES AND EXPENSES
    
Seller shall pay the fees of its attorneys and the expense of the Title
Commitment and the American Land Title Association owner's title policy
delivered at the Closing (not including the cost of any endorsements thereto
other than any curative endorsements obtained by Seller to cure any Unacceptable
Encumbrance). Purchaser shall pay the fees of its attorneys, the costs of any
survey of the Property and the cost to obtain any endorsements to the American
Land Title Association owner's title policy delivered at the Closing (other than
the endorsements obtained by Seller as described above). Escrow fees and other
incidental charges of Escrow Agent shall be paid one-half by Seller and one-half
by Purchaser.

    26. RETURN OF THE DOWNPAYMENT
    
Notwithstanding anything to the contrary contained herein, if Purchaser
terminates this Agreement pursuant to any of the provisions hereof, and if at
the time of such termination (1) any broker (other than the Broker), finder or
other person is claiming that they are entitled to a fee commission or other
compensation arising out of the transaction contemplated in this Agreement by
reason of any alleged agreement with Purchaser, or (2) Purchaser has breached
the confidentiality requirements contained in Section 23, then the Downpayment
(or the portion thereof which is necessary to compensate Seller for its losses
and for damages relating to the matters described in (1) and (2) above) shall
continue to be held in escrow and shall not be
    
              
                                       47  


released to Purchaser until Purchaser has compensated Seller for all of Seller's
losses and/or damages relating to the matters described in (1) and (2) above.

    27. EXISTING BUENAVENTURA LITIGATION
    
Seller has disclosed to Purchaser the existence of the Buenaventura Development
Litigation. Promptly following the Closing, Purchaser shall (a) assume the
prosecution and/or defense of the Buenaventura Development Litigation and (b) be
substituted as the "party-in-interest" for Seller in such lawsuits. Seller and
Purchaser shall execute and deliver such documents as may be reasonably
necessary to effectuate the substitution referred to in this Section 27.
Purchaser hereby agrees to (a) assume responsibility for all costs and expenses
(including, without limitation, attorneys' fees and expenses) incurred after the
Closing Date in connection with the Buenaventura Development Litigation,
including all costs and expenses in connection with the substitution of
Purchaser for Seller as the "party-in-interest," and (b) to indemnify Seller and
Seller's Affiliates and to hold Seller and Seller's Affiliates harmless from any
and all costs and expenses (including, without limitation, attorneys' fees and
expenses) that Seller or Seller's Affiliates may incur after the Closing Date in
connection with the Buenaventura Development Litigation, including costs related
to discovery. Seller has advised Purchaser that Seller and the City of San
Buenaventura have held discussions regarding the reimbursement of Seller for 50%
of the costs and expenses incurred in connection with the Buenaventura
Development Litigation (the "Litigation Costs") in excess of $100,000. Seller
anticipates entering into an agreement with the City of San Buenaventura with
respect to such reimbursement prior to the Closing, which agreement will be
subject to Purchaser's prior written approval (which approval will not be
unreasonably withheld or delayed), and which agreement will be assigned to
Purchaser at the Closing. To the extent Purchaser recovers any moneys from the
City of San Buenaventura on account of such reimbursement obligations, Purchaser
shall pay to Seller the first $75,000 of such moneys (and Purchaser shall have
the right to retain any moneys in excess of such $75,000). Purchaser shall act
reasonably, and shall cooperate with Seller (at no cost or expense to
Purchaser), in seeking such reimbursement from the City of San Buenaventura.
    
    
                                       48


    IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.

                                     MCA BUENAVENTURA ASSOCIATES, L.P., 
                                      a Delaware limited partnership

                                     By: MCA BUENAVENTURA INC., 
                                          its general partner

                                         By: /s/ DAVID A. JONES
                                            ------------------------------
         
                                     MR BUENAVENTURA LIMITED
                                        PARTNERSHIP,
                                      a California limited partnership

                                     By: MACERICH BUENAVENTURA GP CORP., 
                                          a Delaware corporation

                                         By: /s/ RICHARD A. BAYER
                                            ------------------------------
                                            Name: Richard A. Bayer
                                                 -------------------------
                                            Title: General Counsel and Secretary
                                                  ------------------------------

                             Solely for the purpose of

                             agreeing to the provisions

                             of Section 19:

                                     COMMONWEALTH LAND TITLE
                                      INSURANCE COMPANY, Escrow Agent


                                     By: /s/ LEE A. MILLER
                                        ----------------------------------
                                     Name:   Lee A. Miller
                                          --------------------------------
                                     Title: Escrow Agent
                                           -------------------------------



                                       49  



                              TABLE OF DEFINED TERMS

    The following capitalized terms are defined in the respective Section of
the Agreement identified below:

    "A & A AGREEMENTS" - as such term is defined in Section 10(d) hereof.

    "ADDITIONAL RENTS" - as such term is defined in Section 3(c)(iii) hereof.

    "AGREEMENT" - as such term is defined in the opening paragraph hereof.

    "ANCHOR LEASE" - as such term is defined in Section 7(a)(i)(E) hereof.

    "APPROVED INSTITUTION" - as such term is defined in Section 19(d) hereof.

    "APPROVED INVESTMENT" - as such term is defined in Section 19(d) hereof.

    "ASSUMED CLAIMS" - as such claim is defined in Section 7(a)(i)(D).

    "BILL OF SALE" - as such term is defined in Section 10(f) hereof.

    "BUENAVENTURA DEVELOPMENT LITIGATION" - as such term is defined in 
Section 7(a)(i)(D).

    "BUILDINGS" - as such term is defined in Section 1 hereof.

    "CLOSING" - as such term is defined in Section 4(b) hereof.

    "CLOSING DATE" - as such term is defined in Section 4(b) hereof.

    "CONTRACT AND LICENSE ASSIGNMENT" - as such term is defined in Section 10(c)
hereof.

    "CONTRACTS" - as such term is defined in Section 10(c) hereof.

    "DEED" - as such term is defined in Section 10(a) hereof.

    "DOWNPAYMENT" - as such term is defined in Section 2(a) hereof.


                                       1


    "ESCROW AGENT" - as such term is defined in Section 2(a) hereof.

    "ENVIRONMENTAL AUDIT - as such term is defined in Section 4(a).

    "INTANGIBLE PROPERTY" - as such term is defined in Section 1 hereof.

    "INTANGIBLE PROPERTY ASSIGNMENT" - as such term is defined in Section 10(d)
hereof.

    "LAND" - as such term is defined in Section 1 hereof.

    "LAWS" - as such term is defined in Section 7(a)(i)(C) hereof.

    "LEASE ASSIGNMENT" - as such term is defined in Section 10(b) hereof.

    "LEASES" - as such term is defined in Section 1 hereof.

    "LICENSE AND INDEMNITY AGREEMENT" - as such term is defined in Section 13(b)
hereof.

    "LICENSES" - as such term is defined in Section 11(c) hereof.

    "LIENS" - as such term is defined in Section 6(b) hereof.

    "LITIGATION COSTS" - as such term is defined in Section 27 hereof.

    "MANAGER" - as such term is defined in Section 3(a)(iv).

    "NEW LEASE" - as such term is defined in Section 12(a)(ii) hereof.

    "NEW LEASE EXPENSES" - as such term is defined in Section 12(a)(ii) hereof.

    "EXISTING FIRST MORTGAGE LOAN" - as such term is defined in 
Section 7(a)(i)(C).

    "NOTICE OF OBJECTION" - as such term is defined in Section 19(b)(i) hereof.

    "OTHER SALE AGREEMENTS" - as such term is defined in Section 9(a)(vii) 
hereof.

    "PERMITTED ENCUMBRANCES" - as such term is defined in Section 5 hereof.


                                       2


    "PERSONAL PROPERTY" - as such term is defined in Section 1 hereof.
    
    "PROPERTY" - as such term is defined in Section 1 hereof.
    
    "PROPERTY INFORMATION" - as such term is defined in Section 23(d) hereof.
    
    "PURCHASE PRICE" - as such term is defined in Section 2 hereof.
    
    "PURCHASER" - as such term is defined in the opening paragraph hereof.
    
    "PURCHASER'S DOCUMENTS" - as such term is defined in Section 7(b)(i)(B) 
hereof.
    
    "PURCHASER'S REPRESENTATIVES" - as such term is defined in Section 23(d) 
hereof.
    
    "RECOVERABLE EXPENSES" - as such term is defined in Section 3(c)(iii).
    
    "RECOVERIES" - as such term is defined in Section 3(c)(iii).

    "RENT COMMENCEMENT DATE" - as such term is defined in Section 12(a)(iii) 
hereof.
    
    "RETAINED CLAIMS" - as such term is defined in Section 7(a)(i)(D).
    
    "SELLER" - as such term is defined in the opening paragraph hereof.
    
    "SELLER'S AFFILIATES" - as such term is defined in Section 24(e) hereof.
    
    "SELLER'S DOCUMENTS" - as such term is defined in Section 7(a)(i)(B) hereof.
     
    "SELLER'S KNOWLEDGE" - as such term is defined in Section 7(a) hereof.
    
    "SHOPPING CENTER" - as such term is defined in the Preamble.
    
    "SHOPPING CENTER AGREEMENTS" - as such term is defined in Section 1 hereof.
    
    "SHOPPING CENTER AGREEMENT ASSIGNMENT" - as such term is defined in 
Section 10(p).
    
    "SURVIVING OBLIGATIONS" - as such term is defined in Section 9(c) hereof.

              
                                       3


    "TITLE COMMITMENT" - as such term is defined in Section 6(a)(i) hereof.

    "TITLE COMPANY" - as such term is defined in Section 2(a) hereof.

    "UNACCEPTABLE ENCUMBRANCES" - as such term is defined in Section 6(a)(i) 
hereof.

    "WELLS FARGO CREDIT AGREEMENT" - as such term is defined in 
Section 7(b)(i)(c).

    "WELLS FARGO CONSENT" - as such term is defined in Section 7(b)(i)(c).


                                       4 
         




                                                          HUNTINGTON BEACH MALL



- --------------------------------------------------------------------------------

                                SALE-PURCHASE AGREEMENT


                                       between


                            MCA HUNTINGTON ASSOCIATES, L.P.,


                                        Seller


                                         and


                          MR HUNTINGTON LIMITED PARTNERSHIP,


                                      Purchaser



                            Dated as of November 22, 1996



- --------------------------------------------------------------------------------



                                 TABLE OF CONTENTS


1.   Sale of the Property ................................................   1

2.   Purchase Price ......................................................   2

3.   Apportionments ......................................................   3

4.   Due Diligence Review and Closing Date ...............................   9

5.   Permitted Encumbrances ..............................................   9

6.   Title ...............................................................   9

7.   Representations and Warranties ......................................  12

8.   Transfer Taxes ......................................................  17

10.  Documents to be Delivered by Seller at the Closing ..................  21

11.  Documents to be Delivered by Purchaser at the Closing ...............  24

12.  Operation of the Property prior to the Closing Date .................  24

13.  As Is ...............................................................  27

14.  Broker ..............................................................  31

15.  Casualty; Condemnation ..............................................  31

16.  Remedies ............................................................  33

17.  Seller's Indemnity ..................................................  35

18.  Purchaser's Indemnity ...............................................  35


                                       (i)




19.  Escrow ..............................................................  35

20.  Assignment ..........................................................  39

21.  Access to Records ...................................................  39

22.  Notices .............................................................  39

23.  Property Information and Confidentiality ............................  42

24.  Miscellaneous .......................................................  43

25.  Fees and Expense ....................................................  46

26.  Return of the Downpayment ...........................................  47

                                       (ii)





SALE-PURCHASE AGREEMENT (this "Agreement"), dated as of the 22 day of 
November, 1996, by and between MCA HUNTINGTON ASSOCIATES, L.P., a Delaware 
limited partnership, having an office c/o LaSalle Advisors Limited, 355 South 
Grand Avenue, Suite 4280, Los Angeles, California 90071 ("Seller"), and MR 
HUNTINGTON LIMITED PARTNERSHIP, a California limited partnership, having an 
office at 233 Wilshire Boulevard, Suite 700, Santa Monica, California 90401 
("Purchaser").

                              W I T N E S S E T H

    WHEREAS, Seller is the owner of the Property (as defined in Section 1), 
which Property constitutes a part of that certain shopping center commonly 
known as Huntington Center, County of Orange and State of California (the 
"Shopping Center"); and

    WHEREAS, Seller and Purchaser desire to enter into an agreement whereby, 
subject to the terms and conditions contained herein, Seller shall sell the 
Property to Purchaser and Purchaser shall purchase the Property from Seller.

    NOW, THEREFORE, in consideration of ten dollars ($10.00) and the mutual 
covenants and agreements hereinafter set forth, and intending to be legally 
bound hereby, it is hereby agreed as follows:

1.  SALE OF THE PROPERTY

    Seller agrees to sell and convey to Purchaser, and Purchaser agrees to 
purchase from Seller, at the price and upon the terms and conditions set 
forth in this Agreement, all those certain plots, pieces and parcels of land 
located in the County of Orange and State of California, as more particularly 
described in SCHEDULE "1" annexed hereto and made a part hereof (the "Land"), 
together with (i) all buildings and other improvements situated on the Land 
(collectively, the "Buildings"), (ii) all easements, rights of way, 
reservations, privileges, appurtenances and other estates and rights of 
Seller pertaining to the Land and the Buildings, (iii) all right, title and 
interest of Seller in and to all fixtures, machinery, equipment, supplies and 
other articles of personal property attached or appurtenant to the Land or 
the Buildings or used in connection therewith, including, without limitation, 
all personal property listed on SCHEDULE "2" annexed hereto, but excluding 
property (x) removable by any tenants pursuant to their Leases (as defined 
below), (y) owned by public utility suppliers or (z) owned by any cleaning or 
other independent contractors (collectively, the "Personal Property"), (iv) 
all right, title and interest of Seller, if any, in and to all strips and 
gores, all alleys adjoining the Land, and the land lying in the bed of any 
street, road




or avenue, opened or proposed, in front of or adjoining the Land to the 
center line thereof, (v) all right, title and interest of Seller, if any, in 
and to any award made or to be made in lieu thereof and in and to any unpaid 
award for any taking by condemnation or any damages to the Land or the 
Buildings by reason of a change of grade of any street, road or avenue; (vi) 
Seller's interest in all leases and occupancy agreements with respect to the 
Land or Buildings ("Leases") and in all reciprocal easement or operating 
agreements with anchor tenants at the Shopping Center (the "Shopping Center 
Agreements"); (vii) Seller's interest in all Contracts (as defined in Section 
10(c)); and (viii) all right, title and interest of Seller, if any, in and to 
all intangible property owned by Seller with respect to the operation of the 
Property or the Shopping Center listed on SCHEDULE "3" annexed hereto, 
including, without limitation, the trade name "Huntington Center" 
(collectively, the "Intangible Property") (the Land, together with all of the 
foregoing items listed in clauses (i)-(viii) above, being hereinafter 
sometimes collectively referred to as the "Property").

    2. PURCHASE PRICE

    The purchase price to be paid by Purchaser to Seller for the Property 
(the "Purchase Price") is Twenty Three Million and No/100 Dollars 
($23,000,000.00) payable as follows:
    
    (a) Within two (2) business days after execution and delivery of this 
Agreement, Purchaser shall deliver the sum of Three Hundred Nineteen Thousand 
Eight Hundred Fifty and No/100 Dollars ($319,850.00) (the "Downpayment") to 
Commonwealth Land Title Insurance Company (the "Escrow Agent" or the "Title 
Company"), by a bank wire transfer of immediately available funds to an 
account designated by Escrow Agent. The Down payment shall be held and 
disbursed by Escrow Agent in accordance with the terms of Section 19. If the 
Closing shall occur, Seller shall be entitled to receive the Down payment and 
all interest accrued thereon, if any, and such interest shall be credited 
against the portion of the Purchase Price payable pursuant to Section 2(b). 
The definition of "Downpayment" shall further include all interest accrued 
thereon, if any; and

    (b) Purchaser shall deliver the sum of $22,680,150, plus or minus the 
apportionments set forth in Section 3 to be made on the Closing Date at the 
Closing by bank wire transfer of immediately available funds to Seller's 
account or to the account or accounts of such other party or parties as may 
be designated by Seller on or before the Closing Date (as hereinafter 
defined), PROVIDED that Purchaser shall be entitled to (i) a credit against 
the Purchase Price in the amount of $2,350,000, and the Purchase Price shall 
be reduced by the amount of such credit, on account of Purchaser's assumption 
of the obligations under the Federated Termination Agreement (as hereinafter 
defined) and related demolition costs of the improvements covered thereby, 
and (ii)


                                       2




a credit against the Purchase Price in the amount of $105,000, and the 
Purchase Price shall be reduced by the amount of such credit, on account of 
Purchaser's assumption of the costs, if any, relating to the environmental 
remediation of the Property arising from the former occupancy by a 
dry-cleaning tenant.


    3.    APPORTIONMENTS

    (a)   The following shall be apportioned between Seller and Purchaser at 
the Closing as of midnight of the day preceding the Closing Date:

          (i)    prepaid basic rents and other amounts payable by tenants 
(other than "Recoveries" (as hereinafter defined)), if, as and when received;

          (ii)   percentage rents as provided in Section 3(c)(ii) and 
"Recoveries" as provided in Section 3(c)(iii);

          (iii)  real estate taxes, water charges, sewer rents and vault 
charges, if any, on the basis of the fiscal years, respectively, for which 
same have been assessed;

          (iv)   salaries, wages, vacation pay and any other fringe benefits 
(including, without limitation, social security; unemployment compensation; 
employee health, life and disability insurance; sick pay; and welfare and 
pension fund contributions, payments and deposits, if any) of all persons 
employed at the Property whose employment is not terminated at or prior to 
the Closing in each case to the extent Seller is responsible for such costs 
under the terms of the existing Management Agreement, dated as of September 
19, 1994, between Seller and Macerich Management Company ("Manager");

          (v)    charges and payments under Contracts transferred to 
Purchaser;

          (vi)   any prepaid items to the extent not included in clauses 
(iii), (vii), (ix), (xi) and (xii), including, without limitation, fees for 
licenses which are transferred to Purchaser at the Closing and transferable 
annual permit and inspection fees but excluding prepaid financing and leasing 
costs (other than leasing costs set forth in Section 12(a)(ii));

          (vii)  utilities, including, without limitation, telephone, water, 
sewer, electricity and gas, on the basis of the most recently issued bills 
therefor, subject to adjustment after the

                                      3





Closing when the next bills are available, or if current meter readings are
available, on the basis of such readings;

          (viii) deposits with telephone and other utility companies, and any 
other persons or entities who supply goods or services in connection with the 
Property if same are assigned to Purchaser at the Closing, which shall be 
credited in their entirety to Seller;

          (ix)   personal property taxes, if any, on the basis of the fiscal 
year for which assessed; 

          (x)    Seller's share, if any, of all revenues from the operation 
of the Property other than rents and Recoveries (including, without 
limitation, parking charges, and telephone booth and vending machine 
revenues), if, as and when received;

          (xi)   trade association dues and trade subscriptions, if any;

          (xii)  taxes payable by Seller relating to operations of the 
Property, including, without limitation, business and occupancy taxes (to the 
extent the payment of such taxes inures to the benefit of Purchaser) and 
sales taxes, if any, but excluding Seller's income taxes; and

          (xiii) such other revenues and operating expenses relating to the 
Property as are customarily apportioned between sellers and purchasers of 
real properties of a type similar to the Property and located in the County 
of Orange and State of California, PROVIDED that, except as set forth in 
Section 12(a), there shall be no apportionment on account of leasing 
commissions, tenant allowances, free rent or other tenant concessions.

    (b)   If the Closing shall occur before a new real estate or personal 
property tax rate is fixed, the apportionment of taxes at the Closing shall 
be upon the basis of the old tax rate for the preceding fiscal year applied 
to the latest assessed valuation. Promptly after the new tax rate is fixed, 
the apportionment of taxes shall be recomputed and any discrepancy resulting 
from such recomputation and any errors or omissions in computing 
apportionments at the Closing shall be promptly corrected and the proper 
party reimbursed, which obligations shall survive the Closing in accordance 
with Section 3(g).

    (c)(i)  If on the Closing Date any tenant or any party to a Shopping 
Center Agreement is in arrears in the payment of rent or other charges 
(including Recoveries) or has not paid the rent or other charges (including 
Recoveries) payable by it for the month in which the Closing occurs

                                      4



(whether or not it is in arrears for such month on the Closing Date), any 
rents or other charges (including Recoveries) received by Purchaser or Seller 
from such tenant or party after the Closing shall be deemed first to be 
payment of money owed by such tenant or party to Purchaser in respect of 
periods subsequent to the Closing Date to the extent any such rent or other 
charges (including Recoveries) are due and payable on the date such payment 
is received (and, to the extent such payment relates to the rent or other 
charges (including Recoveries) due for the month in which the Closing occurs, 
shall be pro-rated between Seller and Purchaser) and any balance shall be 
deemed to be payment of rent and/or other charges (including Recoveries) in 
arrears on the Closing Date and shall be paid over to Seller in an amount up 
to the balance to which Seller is entitled. Notwithstanding anything to the 
contrary contained herein, all rent or other sums received from a tenant or a 
party to a Shopping Center Agreement which is designated by the tenant or 
such party as a payment of a certain invoice or for a certain period shall be 
applied as so designated.

          (ii)   Any percentage rentals received after the Closing Date and 
attributable entirely or in part to the lease year in which the Closing Date 
occurs shall be allocated between Purchaser and Seller such that Seller's 
share with respect to each tenant shall be an amount equal to the total 
percentage rentals received for such tenant's lease year, multiplied by a 
fraction equal to that portion of such tenant's lease year preceding the 
Closing Date over the entire lease year, PROVIDED that with respect to any 
tenant who pays percentage rent only, such calculation shall be made based on 
the 1996 calendar year (or portion thereof in which such tenant was paying 
percentage rent only) in lieu of the lease year for percentage rent specified 
in such tenant's Lease. There shall be deducted from the amounts due to 
Seller any sums Seller may have received from tenants on account of such 
percentage rents, unless previously adjusted. If Seller has received more 
than its appropriate share, the same shall be promptly paid to Purchaser.

          (iii)  (a)  As used herein,
    
                      (i)  "Recoveries" shall mean all common area maintenance
                 charges, enclosed mall maintenance charges, real estate taxes,
                 personal property taxes and other reimbursable charges for the
                 1996 calendar year for each such item to the extent denominated
                 as such charges or other expenses in Leases or Shopping Center
                 Agreements.
         
                      (ii) "Recoverable Expenses" shall mean any operating
                 expenses of the Property for which funds are collected as
                 Recoveries under the Leases or Shopping Center Agreements for
                 the 1996 calendar year for each such item.

                                      5




                      (iii) "Recovery Rate" shall mean a fraction, the numerator
                 of which is the total aggregate Recoveries with respect to the
                 Property for the 1996 calendar year, and the denominator of
                 which is the total aggregate Recoverable Expenses with respect
                 to the Property for the 1996 calendar year.

                 (b)  Notwithstanding anything to the contrary contained herein,
          all Recoveries with respect to the Property shall be prorated on the 
          following basis:

                      (i)   At the Closing, Recoveries shall be prorated
                 based upon the estimated Recovery Rate (which shall be equal to
                 the Recovery Rate actually experienced with respect to
                 Recoverable Expenses in the 1996 calendar year through
                 October 31, 1996). At the Closing, Seller shall receive an
                 additional payment or Purchaser shall receive a credit against
                 the Purchase Price, in each case as described below, equal to
                 the difference between:

                            (1)  the Recoveries for the 1996 calendar year
                            billed through the Closing, and

                            (2)  the product of (x) the Recoverable Expenses
                            incurred (on an accrual basis) for the 1996 calendar
                            year prior to the Closing ("Pre-Closing Recoverable
                            Expenses"), and (y) the estimated Recovery Rate.

                 If the difference between clause (1) and clause (2) above is
                 negative, then Seller shall be entitled to receive, in addition
                 to the Purchase Price, an amount equal to such negative
                 difference at the Closing. If the difference between clause (1)
                 and clause (2) above is positive, then Purchaser shall be
                 entitled to receive at the Closing a credit against the
                 Purchase Price in an amount equal to such positive difference.

                      (ii)  Upon the determination of the actual Recovery Rate
                 for the 1996 calendar year, the actual Recovery Rate will be
                 compared to the estimated Recovery Rate used at the Closing. If
                 the actual Recovery Rate is different than the estimated
                 Recovery Rate then the difference between clause (1) and (2) in
                 subsection (b)(i) above of this Section 3(c)(iii) shall be
                 recalculated using the actual Recovery Rate instead of the
                 estimated Recovery Rate. Based on such recalculation, the
                 payment or credit that Seller or Purchaser should have been

                                       6




                 entitled to receive at the Closing under subsection(b)(i) shall
                 be determined, and any adjustments and payments necessary as a
                 result of such recalculation shall be made.
         
                      (iv)  The provisions of this Section 3(c) shall survive
                 the Closing.
    
     (d)  After the Closing, Seller shall continue to have the right, in its 
own name and at its own expense, to demand payment of and to collect rent and 
other arrearages owed to Seller by any tenant under a Lease or from any party 
under a Shopping Center Agreement, which right shall include, without 
limitation, the right to continue or commence legal actions or proceedings 
against such party, and the delivery of the Lease Assignment (as defined in 
Section 10(b)) or the Shopping Center Agreement Assignment (as defined in 
Section 10(q)) shall not constitute a waiver by Seller of such right, 
PROVIDED that after the Closing Seller shall not be entitled to commence an 
eviction action against any such tenant. Purchaser agrees to cooperate with 
Seller and to use its reasonable efforts, but without incurring expense to 
Purchaser other than DE MINIMIS charges, to collect such rents and other 
arrearages and to take all reasonable steps, whether before or after the 
Closing Date, as may be necessary to carry out the intention of the 
foregoing, including, without limitation, making available to Seller, upon 
demand, for review and copying at Seller's expense, of any relevant books and 
records (including any rent or Recoveries statements, receipted bills and 
copies of tenant checks used in payment of such rent or Recoveries), the 
execution of any and all consents or other documents, and the undertaking of 
any act necessary for the collection of such rents and other arrearages by 
Seller, provided that after the Closing Purchaser shall not be obligated to 
commence an eviction action against any such tenant. The provisions of this 
Section 3(d) shall survive the Closing.

     (e) Purchaser shall be entitled to receive a credit at Closing from 
Seller equal to the amount of any and all security deposits received by 
Seller for all tenants on the Property and not applied against obligations 
owing by tenants in accordance with their respective Leases, together with 
interest required either by law or by contract.

     (f) If there is a water meter on the Property, Seller shall furnish a 
reading to a date not more than thirty (30) days prior to the Closing Date, 
and the unfixed water charges and sewer rent, if any, based thereon for the 
intervening time shall be apportioned on the basis of such last reading. Said 
apportionment shall be recomputed in accordance with Section 3(g) and such 
obligation shall survive the Closing in accordance with Section 3(g)).

                                     7




     (g) If any of the items subject to apportionment under the foregoing
provisions of this Section 3 cannot be apportioned at the Closing because of the
unavailability of the information necessary to compute such apportionment, or if
any errors or omissions in computing apportionments at the Closing are
discovered subsequent to the Closing, then such item shall be reapportioned and
such errors and omissions corrected as soon as practicable after the Closing
Date and the proper party reimbursed, which obligation shall survive the Closing
for a period of one hundred eighty (180) days after the Closing Date as
hereinafter provided. Seller shall have the right to review and audit the books
and records of Purchaser for purposes of confirming compliance with the
provisions of this Section 3. Neither party hereto shall have the right to
require a recomputation of a Closing apportionment or a correction of an error
or omission in a Closing apportionment unless within the aforestated one hundred
eighty (180) day period one of the parties hereto (i) has obtained the
previously unavailable information or has discovered the error or omission, and
(ii) has given notice thereof to the other party, together with a copy of its
good faith recomputation of the apportionment and copies of all substantiating
information used in such recomputation. The failure of a party to obtain any
previously unavailable information or discover an error or omission with respect
to an item subject to apportionment hereunder and to give notice thereof as
provided above within one hundred eighty (180) days after the Closing Date shall
be deemed a waiver of its right to cause a recomputation or a correction of an
error or omission with respect to such item after the Closing Date.
Notwithstanding any of the foregoing provisions of this Section 3(g) to the
contrary, Purchaser and Seller agree that the one hundred eighty (180) day
limitation set forth in this Section 3(g) shall not apply to the parties'
obligations under Section 3(b) or 3(c) and that such obligations shall survive
the Closing forever.

     (h) (i) If, on the date of this Agreement, the Property or any part thereof
shall be affected by any assessment or assessments which are or may become
payable in installments, of which the first installment is now a charge or lien,
or has been paid, then (A) Seller shall be obligated to pay all installments of
any such assessment which are due and payable prior to the Closing Date, and (B)
for the purposes of this Agreement, all the unpaid installments of any such
assessment which are to become due and payable on or after the Closing Date
shall not be deemed to be liens upon the Property and the payment thereof shall
be assumed by Purchaser without abatement of the Purchase Price.

         (ii) If, subsequent to the date hereof, the Property or any part 
thereof shall become affected by an assessment or assessments, said 
assessments shall not be deemed to be liens upon the Property and the payment 
thereof shall be assumed by Purchaser without abatement of the Purchase 
Price. In the event any such assessment or assessments, whether payable in 
lump sum

                                     8



or in installments, is due and payable prior to the Closing, and has been paid
by Seller, Purchaser shall reimburse Seller for same at the Closing.



    4.  DUE DILIGENCE REVIEW AND CLOSING DATE

        (a) Except with respect to title matters (which shall be governed by 
Section 6 hereof), Purchaser acknowledges that it has completed its due 
diligence review of the Property prior to the date hereof.

        (b) The delivery of the Deed and the consummation of the transactions 
contemplated by this Agreement (the "Closing") shall take place at the 
offices of Sidley & Austin, 555 West Fifth Street, Los Angeles, California 
90013 at 10:00 A.M. on or about December 5, 1996 or such other date as 
Purchaser and Seller may agree upon (the "Closing Date"). The Closing Date 
may be adjourned to a later date in accordance with the terms of this 
Agreement or by agreement of the parties but shall in no event occur later 
than December 13, 1996, time being of the essence.

    5. PERMITTED ENCUMBRANCES
    
    Seller shall convey and Purchaser shall accept title to the Property 
subject to those matters set forth on SCHEDULE "4" annexed hereto and made a 
part hereof (collectively the "Permitted Encumbrances").
    
    6. TITLE
    
    (a) (i) Purchaser has ordered a commitment for an owner's fee title 
insurance policy or policies with respect to the Property (the "Title 
Commitment") from the Title Company, together with true, legible (to the 
extent available) and complete copies of all instruments giving rise to 
exceptions to title to the Property. If the Title Commitment indicates the 
existence of any liens, encumbrances or other defects or exceptions in or to 
title to the Property other than the Permitted Encumbrances (collectively, 
the "Unacceptable Encumbrances") subject to which Purchaser is unwilling to 
accept title and Purchaser gives Seller notice of the same within ten (10) 
days after the date of this Agreement, Seller shall undertake to eliminate 
the same subject to Section 6(b). Purchaser hereby waives any right Purchaser 
may have to advance as objections to title or as grounds for Purchaser's 
refusal to close this transaction any Unacceptable Encumbrance of which 
Purchaser does not notify Seller within such ten (10) day period unless (i) 
such Unacceptable Encumbrance was first raised by the Title Company 
subsequent to the date of the

                                     9




Title Commitment or Purchaser shall otherwise first discover same or be 
advised of same subsequent to the date of the Title Commitment, and (ii) 
Purchaser shall notify Seller of the same within five (5) days after 
Purchaser first becomes aware of such Unacceptable Encumbrance (failure to so 
notify Seller shall be deemed to be a waiver by Purchaser of its right to 
raise such Unacceptable Encumbrance as an objection to title or as a ground 
for Purchaser's refusal to close this transaction). Seller or Purchaser, in 
its sole discretion, may adjourn the Closing one or more times in order to 
eliminate Unacceptable Encumbrances (subject to Section 6(b) and the last 
sentence of Section 4(b)).

        (ii) If Seller is unable (subject to Section 6(b)) to eliminate all 
Unacceptable Encumbrances not waived by Purchaser, or to arrange for title 
insurance acceptable to Purchaser in its sole discretion insuring Purchaser 
and its successors against enforcement of such Unacceptable Encumbrances 
against, or collection of the same out of, the Property, and to convey title 
in accordance with the terms of this Agreement on or before the Closing Date 
(whether or not the Closing is adjourned as provided in Section 6(a)(i)), 
Purchaser shall elect on or prior to the Closing Date, as its sole remedy for 
such inability of Seller, either (A) to terminate this Agreement by notice 
given to Seller pursuant to Section 16(a), in which event the provisions of 
Section 16(a) shall apply, or (B) to accept title subject to such 
Unacceptable Encumbrances and receive no credit against, or reduction of, the 
Purchase Price. Notwithstanding anything to the contrary contained herein 
(but subject to the last sentence of Section 4(b)), if (x) Seller eliminates 
all Unacceptable Encumbrances less than two (2) days prior to the scheduled 
Closing Date or (y) Seller is unable to eliminate all Unacceptable 
Encumbrances and Purchaser elects to proceed under clause (B) above, then 
Purchaser will have the right to extend the scheduled Closing Date for up to 
two (2) business days.

     (b) Notwithstanding anything to the contrary set forth in this Section 6 
or elsewhere in this Agreement, Seller shall not be obligated to bring any 
action or proceeding, to make any payments or otherwise to incur any expense 
in order to eliminate Unacceptable Encumbrances not waived by Purchaser or to 
arrange for title insurance insuring against enforcement of such Unacceptable 
Encumbrances against, or collection of the same out of, the Property; except 
that Seller shall satisfy (i) all mortgages and deeds of trust granted by 
Seller, (ii) delinquent real estate taxes and assessments (subject to 
apportionment as provided above); and (iii) judgments against Seller or other 
liens arising from Seller's acts secured by or affecting the Property which 
can be satisfied by payment of liquidated amounts not to exceed $500,000 in 
the aggregate for all such matters set forth in this clause (iii) (the 
foregoing matters set forth in clauses (i), (ii) and (iii) being collectively 
referred to as "Liens"). Without limiting the generality of the preceding 
provisions of this Section 6(b), for the purposes of this Agreement 
(including, without limitation,

                                     10




Sections 6(a) and 16(a)), Seller's failure or refusal to bring any action or 
proceeding, to make any payments or to otherwise incur any expense (except 
for Seller's obligation to satisfy the matters set forth in clauses (i), (ii) 
and (iii) as aforesaid) in order to eliminate Unacceptable Encumbrances not 
waived by Purchaser or to arrange for such title insurance shall be deemed 
(whether willful or otherwise) an inability of Seller to eliminate such 
Unacceptable Encumbrances or to arrange for such title insurance and shall 
not be a default by Seller hereunder.
    
     (c) If on the Closing Date there may be any Liens or other encumbrances 
which Seller must pay or discharge in order to convey to Purchaser such title 
as is herein provided to be conveyed, Seller may use any portion of the 
Purchase Price to satisfy the same, provided:
    
         (i)  Seller shall deliver to Purchaser or the Title Company, at the 
Closing, instruments in recordable form and sufficient to satisfy such 
Liens or other encumbrances of record together with the cost of recording 
or filing said instruments; or
    
         (ii) Seller, having made arrangements (which arrangements shall be 
satisfactory to Purchaser in its sole discretion) with the Title Company, 
shall deposit with said company sufficient monies acceptable to said company 
to insure the obtaining and the recording of such satisfactions.
    
 
The existence of any such Liens or other encumbrances shall not be deemed 
objections to title if Seller shall comply with the foregoing requirements.
    
     (d)  Similarly, at Seller's election, unpaid Liens for taxes, water and 
sewer charges and assessments, which are the obligation of Seller to satisfy 
and discharge, shall not be objections to title, but the amount thereof, plus 
interest and penalties thereon, if any, computed to the third (3rd) business 
day after the Closing Date, shall be deducted from the Purchase Price payable 
pursuant to Section 2(b) and shall be allowed to Purchaser, subject to the 
provisions for apportionment of taxes, water and sewer charges and 
assessments contained herein.
    
     (e) If on the Closing Date there shall be conditional bills of sale, 
chattel mortgages or security interests filed against the Property, the same 
shall not constitute objections to title provided Seller executes and 
delivers an affidavit to the effect either (i) that the personal property 
covered by said conditional bills of sale, chattel mortgages, or security 
interests is no longer in or on the Property, or (ii) if such personal 
property is still in or on the Property, that it has been fully paid for (in 
which case Seller shall provide evidence of such payment), or (iii) that such 
personal property is the property of a tenant of the Property.

                                     11




     (f) Any franchise or corporate tax open, levied or imposed against 
Seller or other owners in the chain of title that may be a Lien on the 
Closing Date, shall not be an objection to title if the Title Company omits 
same from the title policy issued pursuant to the Title Commitment or excepts 
same but insures Purchaser against collection thereof out of the Property.

     (g) If a search of title discloses judgments, bankruptcies or other 
returns against other persons or entities having names the same as or similar 
to that of Seller, Seller will deliver to Purchaser and the Title Company an 
affidavit stating that such judgments, bankruptcies or other returns are not 
against Seller, whereupon, provided the Title Company omits such returns as 
exceptions to title or provides affirmative coverage with respect thereto, 
such returns shall not be deemed an objection to title.

     7. REPRESENTATIONS AND WARRANTIES

     (a)   (i) Seller represents and warrants to Purchaser as
               follows:

           A. Seller is a duly formed and validly existing limited 
partnership organized under the laws of the State of Delaware and is 
qualified under the laws of the State of California to conduct business 
therein.

           B. Seller has the full legal right, power and authority to execute 
and deliver this Agreement and all documents now or hereafter to be executed 
by Seller pursuant to this Agreement (collectively, the "Seller's 
Documents"), to consummate the transaction contemplated hereby, and to 
perform its obligations hereunder and under the Seller's Documents. 
Furthermore, this Agreement is valid and enforceable against Seller in 
accordance with its terms, and each instrument to be executed by Seller 
pursuant to this Agreement or in connection herewith, will, when executed and 
delivered, be valid and enforceable against Seller in accordance with its 
terms.

           C. This Agreement and the Seller's Documents do not and will not 
contravene any provision of the organizational documents of Seller, any 
judgment, order, decree, writ or injunction issued against Seller, or any 
provision of any laws or governmental ordinances, rules, regulations, orders 
or requirements (collectively, "Laws") applicable to Seller. The consummation 
of the transactions contemplated hereby will not result in a breach or 
constitute a default or event of default by Seller under any agreement to 
which Seller or any of its assets are subject or bound and will not result in 
a violation of any Laws applicable to Seller. No consent of any party, 
judicial or administrative body, or governmental authority or agency, to the 
execution, delivery or performance by Seller is required.

                                      12



          D. To Seller's knowledge, as of the date hereof, there are no 
pending actions, suits, proceedings or investigations to which Seller is a 
party before any court or other governmental authority with respect to the 
Property (collectively, the "Claims") except (i) pending actions (including, 
without limitation, litigation with existing tenants of the Property and 
"slip and fall" or other claims covered by insurance (except to the extent of 
the deductible) and which are based on occurrences during the period prior to 
May 20, 1995) being handled by the Manager of the Property on behalf of 
Seller (the "Assumed Claims") and (ii) as set forth on SCHEDULE "5" annexed 
hereto and made a part hereof (the "Retained Claims").

          E. Since September 19, 1994, Seller has not modified any of the 
existing Anchor Leases (as hereinafter defined) or Shopping Center 
Agreements, or otherwise made any contractual commitment to any tenant under 
an Anchor Lease or to any party to a Shopping Center Agreement, in each case 
which would be binding on Purchaser following the Closing, except as set 
forth on SCHEDULE "6" annexed hereto and made a part hereof and except that 
Seller may enter into the Federated Termination Agreement (as hereinafter 
defined) prior to the Closing. As used herein, "Anchor Leases" shall mean any 
lease with a store covering more than 75,000 square feet of rentable area.

          F. Since September 19, 1994, except as set forth in SCHEDULE "7" 
annexed hereto and made a part hereof or disclosed to Purchaser or its 
affiliates in writing, Seller has not, to Seller's knowledge, entered into 
any new Lease or amended any existing Lease, in each case which would be 
binding on Purchaser following the Closing, except for those new Leases or 
amendments negotiated by Manager.

          G. Since September 19, 1994, except as set forth in SCHEDULE "8" 
annexed hereto and made a part hereof or disclosed to Purchaser or its 
affiliates in writing, Seller has not, to Seller's knowledge, made any 
contractual commitment with any governmental entity or other third party 
relating to the operation of the Property which would be binding on Purchaser 
following the Closing, except those negotiated by Manager.

          H. Seller is not a "foreign person" within the meaning of Section 
1445(f)(3) of the Internal Revenue Code of 1986, as amended.

          I. To Seller's knowledge, since September 19, 1994, Seller has not 
received (i) any written notice from a tenant under an Anchor Lease or a 
party to a Shopping Center Agreement alleging a material default by the 
Seller thereunder which remains uncured except as may be set forth in an 
estoppel certificate obtained pursuant to Section 9(a)(iv), (ii) any written

                                    13



notice from Seller's insurance carrier alleging the existence of a dangerous 
condition upon the Property for which Seller's insurance may be canceled if 
not corrected or (iii) any written notice from a municipality having 
jurisdiction over the Property alleging the existence of a material violation 
of any applicable law with respect to the Property or commencing a 
condemnation proceeding with respect to a material portion of the Property, 
in each case which Seller has not notified Purchaser or its affiliates 
(including Manager) of by delivering a copy of such notice to Purchaser or 
its affiliates or of which Purchaser or its affiliates otherwise does not 
have knowledge.

          J. To Seller's knowledge, Seller has delivered to Purchaser true 
and correct copies of all documents set forth on Schedules 6, 7 and 8.

          As used in this Agreement, the words "Seller's knowledge" or words 
of similar import shall be deemed to mean, and shall be limited to, the 
actual (as distinguished from implied, imputed or constructive) knowledge of 
David Jones, Kristina Wollan and Earl Webb without such persons having any 
obligation to make an independent inquiry or investigation.

     (ii) If at or prior to the Closing, (A) Purchaser shall become aware 
(whether through its own efforts, by notice from Seller or otherwise) that 
any of the representations or warranties made herein by Seller are untrue, 
inaccurate or incorrect and shall give Seller notice thereof at or prior to 
the Closing, or (B) Seller shall notify Purchaser that a representation or 
warranty made herein by Seller is untrue, inaccurate or incorrect, then 
Seller may, in its sole discretion, elect by notice to Purchaser to adjourn 
the Closing one or more times in order to cure or correct such untrue, 
inaccurate or incorrect representation or warranty (subject to the last 
sentence of Section 4(b)). If any such representation or warranty is both (1) 
material and (2) materially untrue, inaccurate or incorrect, and is not cured 
or corrected by Seller on or before the Closing Date (whether or not the 
Closing is adjourned as provided above), then Purchaser, as its sole remedy 
for any and all such materially untrue, inaccurate or incorrect material 
representations or warranties, shall elect either (x) to waive such 
misrepresentations or breaches of warranties and consummate the transactions 
contemplated hereby without any reduction of or credit against the Purchase 
Price, or (y) to terminate this Agreement by notice given to Seller on the 
Closing Date, in which event, this Agreement shall be terminated and neither 
party shall have any further rights, obligations or liabilities hereunder, 
except for the Surviving Obligations, and except that Purchaser (subject to 
the provisions of Sections 19 and 26 and provided Purchaser is not otherwise 
in default hereunder) shall be entitled to a return of the Down payment. 
Purchaser acknowledges and agrees that (x) at or prior to the Closing, 
Purchaser's rights and remedies in the event any of Seller's representations 
or warranties made in this Agreement are untrue, inaccurate or incorrect 
shall be

                                      14



only as provided in this Section 7(a)(ii), and (y) if the Closing does not 
occur, Purchaser hereby expressly waives, relinquishes and releases all other 
rights or remedies available to it at law, in equity or otherwise (including, 
without limitation, the right to seek damages from Seller) as a result of any 
of Seller's representations or warranties made in this Agreement being 
untrue, inaccurate or incorrect.
    
     (iii)    In the event the Closing occurs:

          (A) Notwithstanding anything contained in Section 7(a)(ii) or 
elsewhere in this Agreement to the contrary, Purchaser hereby expressly 
waives, relinquishes and releases any right or remedy available to it at law, 
in equity or under this Agreement to make a claim against Seller for damages 
that Purchaser may incur, or to rescind this Agreement and the transactions 
contemplated hereby, as the result of any of Seller's representations or 
warranties being untrue, inaccurate or incorrect if (1) Purchaser knew, or is 
deemed to have known that such representation or warranty was untrue, 
inaccurate or incorrect at the time of the Closing and Purchaser nevertheless 
closes title hereunder, or (2) Purchaser's aggregate damages as a result of 
one or more such representations or warranties being untrue, inaccurate or 
incorrect are less than $100,000. Purchaser shall be "deemed to have known" 
that a representation or warranty was untrue, inaccurate or incorrect at the 
time of the Closing to the extent that the Property Information (as 
hereinafter defined) furnished or made available to or otherwise obtained by 
Purchaser contains information which reveals such representation or warranty 
untrue, inaccurate or incorrect (or to the extent any of its Property 
investigations prior to the Closing Date reveals such untruth, inaccuracy or 
error).
    
          (B) Notwithstanding anything contained herein to the contrary, if 
the Closing shall have occurred and Purchaser shall not have waived, 
relinquished and released all rights or remedies available to it at law, in 
equity or otherwise as provided hereunder, the aggregate liability of Seller 
and its affiliates arising pursuant to or in connection with the 
representations, warranties, covenants and other obligations (whether express 
or implied) under this Agreement and/or the Seller's Documents (including, 
without limitation, the Deed and the A & A Agreements (as defined in Section 
10(4)) and the Other Sale Agreements (as defined in Section 9(a)(viii)) 
and/or the Seller's Documents (as defined in each of the Other Sale 
Agreements), shall not exceed the amount set forth on SCHEDULE "9".
    
The provisions of this Section 7(a)(iii) shall survive the Closing.

                                      15



     (iv) The representations and warranties of Seller set forth in Section 
7(a)(i) and elsewhere in this Agreement shall be true, accurate and correct 
in all material respects upon the execution of this Agreement and shall be 
deemed to be repeated on and as of the Closing Date except to the extent they 
relate only to an earlier date. The representations and warranties of Seller 
set forth in Section 7(a)(i)(D) shall be deemed to be repeated on and as of 
the Closing Date as such representations and warranties may have been updated 
by Seller to Purchaser in writing on and after the date hereof and prior to 
the Closing Date, provided, however, that in the event that any such update 
discloses any Claim that would be binding on Purchaser or the Property after 
the Closing and which would have a material adverse effect on the value of 
the Property and the properties covered by the Other Sale Agreements, taken 
as a whole, then, Purchaser shall have the right, exercisable within 10 days 
after its receipt of such update or one day prior to the Closing Date, 
whichever is earlier, to either (i) terminate this Agreement by notice given 
to Seller pursuant to Section 16(a), in which case the provisions of Section 
16(a) shall apply or (ii) consummate the transactions contemplated by this 
Agreement and receive no credit against, or reduction of, the Purchase Price. 
The representations and warranties (whether express or implied) of Seller set 
forth in Section 7(a)(i) and elsewhere in this Agreement, and/or the Seller's 
Documents (including, without limitation, the Deed and the A & A Agreements) 
shall remain operative and shall survive the Closing and the execution and 
delivery of the Deed for a period of twelve (12) months following the Closing 
Date, and no action or claim based thereon shall be commenced after such 
period.

     (b) (i) Purchaser represents and warrants to Seller as follows:
    
          (A) Purchaser is a duly formed and validly existing limited 
partnership organized under the laws of the State of California, and will be 
qualified under the laws of the State of California to conduct business 
therein on the Closing Date.
       
          (B) Purchaser has the full legal right, power, authority and 
financial ability to execute and deliver this Agreement and all -documents 
now or hereafter to be executed by it pursuant to this Agreement 
(collectively, the "Purchaser's Documents"), to consummate the transactions 
contemplated hereby, and to perform its obligations hereunder and under 
Purchaser's Documents. Furthermore, this Agreement is valid and enforceable 
against Purchaser in accordance with its terms, and each instrument to be 
executed by Purchaser pursuant to this Agreement or in connection herewith, 
will, when executed and delivered, be valid and enforceable against Purchaser 
in accordance with its terms.
       
                                      16



          (C) This Agreement and Purchaser's Documents do not and will not 
contravene any provision of the organization documents of Purchaser, any 
judgment, order, decree, writ or injunction issued against Purchaser, or any 
provision of any Laws applicable to Purchaser. Except for that certain 
Amended and Restated Credit Agreement (the "Wells Fargo Credit Agreement"), 
dated as of January 18, 1996, between The Macerich Partnership L.P., Wells 
Fargo Bank, N.A., as Agent, and certain other parties, as to which Purchaser 
has advised Seller that The Macerich Partnership L.P. has obtained oral 
approval for the transactions contemplated hereby and for which The Macerich 
Partnership L.P. will obtain a written consent prior to the Closing (the 
"Wells Fargo Consent"), the consummation of the transactions contemplated 
hereby will not result at the time of such consummation in a breach or 
constitute a default or event of default by Purchaser under any agreement to 
which Purchaser or any of its assets are subject or bound and will not result 
in a violation of any Laws applicable to Purchaser. Except for the Wells 
Fargo Consent, no consent of any party, judicial or administrative body or 
governmental authority or agency, to the execution, delivery or performance 
by Purchaser is required.

          (D) There are no pending actions, suits, proceedings or 
investigations to which Purchaser is a party before any court or other 
governmental authority which may have an adverse impact on the transactions 
contemplated hereby.

     (ii) The representations and warranties of Purchaser set forth in 
Section 7(b)(i) and elsewhere in this Agreement shall be true, accurate and 
correct in all material respects upon the execution of this Agreement, shall 
be deemed to be repeated on and as of the Closing Date, and shall survive the 
Closing.

     8. TRANSFER TAXES

     At the Closing, Seller shall pay all transfer and recording taxes (the 
"Transfer Tax Payments"), if any, imposed pursuant to the laws of the State 
of California or any other governmental authority in respect of the 
transactions contemplated by this Agreement by delivery to the Title Company 
of good, unendorsed, certified or official bank checks, payable to the order 
of the relevant governmental authority together with any return (the 
"Transfer Tax Return") required thereby which shall be duly executed by 
Seller and Purchaser.
    
                                      17



     9. CONDITIONS PRECEDENT TO THE CLOSING

     (a) Purchaser's obligation under this Agreement to purchase the Property 
is subject to the fulfillment of each of the following conditions, subject, 
however, to the provisions of Section 9(c):

          (i) The representations and warranties of Seller contained herein 
shall be materially true, accurate and correct as of the Closing Date, all 
subject to the provisions of Sections 7(a)(ii) and 7(a)(iv);

          (ii) Seller shall be ready, willing and able to deliver title to 
the Property in accordance with the terms and conditions of this Agreement;

          (iii) Seller shall have delivered all the documents and other items 
required pursuant to Section 10, and shall have performed all other 
covenants, undertakings and obligations, and complied with all conditions 
required by this Agreement to be performed or complied with by Seller at or 
prior to the Closing;

          (iv) Purchaser shall have obtained an estoppel certificate from 
each tenant under an Anchor Lease in the form required under such Anchor 
Lease and each third party to a Shopping Center Agreement in the form 
required in such Shopping Center Agreement, which estoppel certificate shall 
not disclose any commitments by Seller to such tenant or party or defaults 
under such Anchor Lease or Shopping Center Agreement by Seller that in each 
case would either have a material adverse effect on the Property or impose a 
material adverse financial obligation on Purchaser, and of which, in each 
case, Purchaser was not aware as of the date of this Agreement;

          (v) All consents and approvals of governmental authorities and 
parties to agreements to which Seller is a party or by which Seller's assets 
are bound that are required with respect to the consummation by Seller of the 
transactions contemplated by this Agreement shall have been obtained and 
copies thereof shall have been delivered to Purchaser at or prior to the 
Closing;

          (vi) On or prior to the Closing Date, (A) Seller shall not have 
applied for or consented to the appointment of a receiver, trustee or 
liquidator for itself or any of its assets unless the same shall have been 
discharged prior to the Closing Date, and no such receiver, liquidator or 
trustee shall have otherwise been appointed, unless same shall have been 
discharged prior to the Closing Date, (B) Seller shall not have admitted in 
writing an inability to pay its debts as they

                                      18



mature, (C) Seller shall not have made a general assignment for the benefit 
of creditors, (D) Seller shall not have been adjudicated a bankrupt or 
insolvent, or had a petition for reorganization granted with respect to 
Seller, (E) Seller shall not have filed a voluntary petition seeking 
reorganization or an arrangement with creditors or taken advantage of any 
bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or 
liquidation law or statute, or filed an answer admitting the material 
allegations of a petition filed against it in any proceedings under any such 
law, or had any petition filed against it in any proceeding under any of the 
foregoing laws unless the same shall have been dismissed, canceled or 
terminated prior to the Closing Date; and

          (vii) Simultaneously with the Closing, the closings shall occur 
under both (i) that certain Sale and Purchase Agreement of even date herewith 
between MCA Buenaventura Associates, L.P. and MR Buenaventura Limited 
Partnership with respect to certain property in Ventura, California known as 
Buenaventura Plaza and (ii) that certain Sale and Purchase Agreement of even 
date herewith between MCA Fresno Associates, L.P. and MR Fresno Limited 
Partnership with respect to certain property in Fresno, California known as 
Fresno Fashion Fair Mall (such Sale and Purchase Agreements collectively, the 
"Other Sale Agreements").

     (b) Seller's obligation under this Agreement to sell the Property to 
Purchaser is subject to the fulfillment of each of the following conditions, 
subject, however to the provisions of Section 9(c):

          (i) The representations and warranties of Purchaser contained 
herein shall be materially true, accurate and correct as of the Closing Date;

          (ii) Purchaser shall have delivered the funds required hereunder 
and all the documents to be executed by Purchaser set forth in Section 11 and 
shall have performed all other covenants, undertakings and obligations, and 
complied with all conditions required by this Agreement to be performed or 
complied with by Purchaser at or prior to the Closing;

          (iii) All consents and approvals of governmental authorities and 
parties to agreements to which Purchaser is a party or by which Purchaser's 
assets are bound that are required with respect to the consummation of the 
transactions contemplated by this Agreement shall have been obtained, 
including the Wells Fargo Consent, and Purchaser shall have so certified to 
Seller at or prior to the Closing;

                                     19


          (iv) On or prior to the Closing Date, (A) neither Purchaser nor The 
Macerich Partnership L.P. shall have applied for or consented to the 
appointment of a receiver, trustee or liquidator for itself or any of its 
assets unless the same shall have been discharged prior to the Closing Date, 
and no such receiver, liquidator or trustee shall have otherwise been 
appointed, unless same shall have been discharged prior to the Closing Date, 
(B) neither Purchaser nor The Macerich Partnership L.P. shall have admitted 
in writing an inability to pay its debts as they mature, (C) neither 
Purchaser nor The Macerich Partnership, L.P. shall have made a general 
assignment for the benefit of creditors, (D) neither Purchaser nor The 
Macerich Partnership L.P. shall have been adjudicated a bankrupt or 
insolvent, or had a petition for reorganization granted with respect to 
Purchaser or The Macerich Partnership L.P., (E) neither Purchaser nor The 
Macerich Partnership L.P. shall have filed a voluntary petition seeking 
reorganization or an arrangement with creditors or taken advantage of any 
bankruptcy, reorganization, insolvency, readjustment or debt, dissolution or 
liquidation law or statute, or filed an answer admitting the material 
allegations of a petition filed against it in any proceedings under any such 
law, or had any petition filed against it in any proceeding under any of the 
foregoing laws unless the same shall have been dismissed, canceled or 
terminated prior to the Closing Date;

          (v) The additional matters set forth in SCHEDULE "10" annexed 
hereto and made a part hereof, if any, shall have occurred or been delivered 
to Seller, as applicable, at or prior to the Closing; and

          (vi) Simultaneously with the Closing, the closings shall occur 
under both of the Other Sale Agreements.

     (c) In the event that any condition contained in Section 9(a) or (b) is 
not satisfied, the party entitled to the satisfaction of such condition as a 
condition to its obligation to close title hereunder shall have as its sole 
remedy hereunder the right to elect to (i) waive such unsatisfied condition 
whereupon title shall close as provided in this Agreement or (ii) terminate 
this Agreement. In the event such party elects to terminate this Agreement, 
this Agreement shall be terminated and neither party shall have any further 
rights, obligations or liabilities hereunder, except as otherwise expressly 
provided herein (those rights, obligations and liabilities hereunder that 
expressly by the terms of this Agreement survive the Closing are herein 
collectively referred to as the "Surviving Obligations") and except that 
Purchaser (subject to the provisions of Sections 19 and 26 and provided 
Purchaser is not otherwise in default hereunder) shall be entitled to a 
return of the Down payment. Nothing contained in this Section 9(c) shall be 
construed so as to bestow any right of termination upon a party for the 
failure of a condition to be satisfied unless
    
                                      20



such party is expressly entitled to the satisfaction of such condition as 
provided in Section 9(a) or (b).

     10. DOCUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING
    
     At the Closing, Seller shall execute, acknowledge and/or deliver or 
cause to be executed, acknowledged and/or delivered, as applicable, the 
following to Purchaser or the Title Company:
    
     (a) A grant deed (the "Deed") conveying title to the Property in the 
form of EXHIBIT "B" annexed hereto and made a part hereof.

     (b) The Assignment and Assumption of Leases and Security Deposits in the 
form of EXHIBIT "C" annexed hereto and made a part hereof (the "Lease 
Assignment") pursuant to which Seller will assign to Purchaser all of 
Seller's right, title and interest, if any, in and to the Leases, all 
guarantees thereof and the security deposits thereunder in Seller's 
possession, if any, and Purchaser shall assume all obligations under such 
Leases as set forth in such Lease Assignment.

     (c) The Assignment and Assumption of Contracts and Licenses in the form 
of EXHIBIT "D" annexed hereto and made a part hereof (the "Contract and 
License Assignment") pursuant to which Seller will assign to Purchaser all of 
Seller's right, title and interest, if any, in and to (i) all of the 
assignable licenses, permits, certificates, approvals, authorizations and 
variances issued for or with respect to the Property by any governmental 
authority (collectively, the "Licenses") and (ii) all assignable purchase 
orders, equipment leases, advertising agreements, franchise agreements, 
license agreements, leasing and brokerage agreements and other service 
contracts relating to the operation of the Property which have been disclosed 
in writing to Purchaser prior to the date hereof (collectively, the 
"Contracts"), and Purchaser shall assume all obligations under such Contracts 
and Licenses as set forth in the Contract and License Assignment, PROVIDED 
that Purchaser may notify Seller within 5 days after the date hereof if 
Purchaser desires Seller to terminate any of the Contracts listed on 
SCHEDULE "8" prior to the Closing.

     (d) The Assignment and Assumption of Intangible Property in the form of 
EXHIBIT "E" annexed hereto and made part hereof (the "Intangible Property 
Assignment") (the Lease Assignment, the Contract and License Assignment, the 
Intangible Property Assignment and the Shopping Center Agreement Assignment 
referred to in clause (q) below are herein referred to collectively as the "A 
& A Agreements") pursuant to which Seller will assign to Purchaser all of 
Seller's right, title and interest, if any, in and to the Intangible 
Property, and Purchaser shall

                                      21
    


assume all obligations under such Intangible Property as set forth in the
Intangible Property Assignment.

     (e) To the extent in Seller's possession, executed counterparts (or 
copies of same) of all Leases, Shopping Center Agreements and New Leases and 
any amendments, guarantees and other documents relating thereto, together 
with a schedule of all tenant security deposits thereunder and all accrued 
interest on such security deposits payable to tenants which are in the 
possession of Seller as either required by law or by the terms of the Lease, 
if any. In the event any such cash security deposits and the interest thereon 
payable to tenants are held by a bank, savings bank, trust company or savings 
and loan association, at Seller's option, Seller shall deliver to Purchaser, 
in lieu of such checks or credit, an assignment to Purchaser of such deposits 
and interest and written instructions to the holder thereof to transfer such 
deposits and interest to Purchaser. With respect to any lease security 
deposits which are other than cash, Seller shall execute and deliver to 
Purchaser at the Closing any appropriate instruments of assignment or 
transfer without warranty or representation.

     (f) A bill of sale in the form of EXHIBIT "F" annexed hereto and made a 
part hereof (the "Bill of Sale") conveying, transferring and selling to 
Purchaser without warranty or representation all right, title and interest of 
Seller in and to all Personal Property. It is agreed that the value of such 
property does not exceed Fifty Thousand and No/100 ($50,000.00) Dollars, that 
Seller shall prepare any required sales tax return (the "Sales Tax Return"), 
that such return shall be executed by Purchaser and delivered to Seller at 
the Closing, that Seller shall file such return and that Purchaser shall pay 
the sales tax due thereon in accordance with Section 11(c).

     (g) Notices to the tenants of the Property in the form of EXHIBIT "G" 
annexed hereto and made a part hereof advising the tenants of the sale of the 
Property to Purchaser and directing that rents and other payments thereafter 
be sent to Purchaser or as Purchaser may direct.

     (h) If required by law or Seller's partnership agreement, copies of any 
partnership resolutions and/or consents of the partners of Seller authorizing 
the execution, delivery and performance of this Agreement and the 
consummation of the transactions contemplated by this Agreement certified as 
true and correct by a general partner of Seller.

     (i) To the extent in Seller's possession and not already located at the 
Property or held by Manager or its agents or employees, keys to all entrance 
doors to, and equipment and utility rooms located in, the Property.
    
                                      22
 


     (j) To the extent in Seller's possession and not already located at the 
Property or held by Manager or its agents or employees, all Licenses.

     (k) To the extent in Seller's possession and not already located at the 
Property or held by Manager or its agents or employees, executed counterparts 
of all Contracts (or copies of same) and all warranties in connection 
therewith which are in effect on the Closing Date and which are assigned by 
Seller (such items may be delivered to Purchaser at the Property).

     (l) To the extent in Seller's possession and not already located at the 
Property or held by Manager or its agents or employees, plans and 
specifications of the Buildings.
    
     (m) The Transfer Tax Payment and the Transfer Tax Return.
    
     (n) A "FIRPTA" affidavit sworn to by Seller in the form of EXHIBIT "H" 
annexed hereto and made a part hereof and any corresponding affidavits 
required under California law with respect to the sale of real property 
located in the State of California. Purchaser acknowledges and agrees that 
upon Seller's delivery of such affidavits, Purchaser shall not withhold any 
portion of the Purchase Price pursuant to Section 1445 of the Internal 
Revenue Code of 1986, as amended, and the regulations promulgated thereunder 
or any corresponding statutes or regulations under California law.

     (o) cancellations of all management and leasing agreements relating to 
the Shopping Center (including, without limitation, the existing management 
contract with the Manager.

     (p) documentation relating to the termination of the Broadway Lease at 
the Property, all of which shall have been executed by the tenant thereunder, 
such documentation to be substantially in the form attached hereto as 
EXHIBIT "I" (the "Federated Termination Agreement").

     (q) The Assignment and Assumption of Shopping Center Agreements in the 
form of EXHIBIT "K" annexed hereto and made a part hereof (the "Shopping 
Center Agreement Assignment") pursuant to which Seller will assign to 
Purchaser all of Seller's right, title and interest, if any, in and to the 
Shopping Center Agreements and Purchaser shall assume all obligations under 
such Shopping Center Agreements to the extent set forth in the Shopping 
Center Agreement Assignment.

     (r) All other documents Seller is required to deliver pursuant to the 
provisions of this Agreement or as may be reasonably required by the Title 
Company.
    
                                      23



     11. DOCUMENTS TO BE DELIVERED BY PURCHASER AT THE CLOSING
    
     At the Closing, Purchaser shall execute, acknowledge and/or deliver (or 
cause to be executed, acknowledged and delivered), as applicable, the 
following to Seller:
    
     (a) The Purchase Price payable at the Closing pursuant to Section 2(b), 
Subject to apportionments, credits and adjustments as provided in this 
Agreement.

     (b) The Bill of Sale.
    
     (c) The Sales Tax Return, if required, together with a check payable to 
the order of the appropriate collection officer in the amount of the sales 
tax due thereon.

     (d) The cancellation of the Management Agreement, executed by Manager.
     
     (e) If Purchaser is a partnership, copies of Purchaser's partnership 
agreement and partnership certificate (if applicable) and, if required by law 
or its partnership agreement, copies of partnership resolutions and/or 
consents of the partners authorizing the execution, delivery and performance 
of this Agreement and the consummation of the transactions contemplated by 
this Agreement, all certified as true and correct by a general partner of 
Purchaser.

     (f) The A & A Agreements.
    
     (g) The Transfer Tax Return.
    
     (h) All other documents Purchaser is required to deliver pursuant to the 
provisions of this Agreement or as may be reasonably required by the Title 
Company.

     12. OPERATION OF THE PROPERTY PRIOR TO THE CLOSING DATE
    
     Between the date hereof and the Closing Date, Seller shall have the 
right to continue to operate and maintain the Property as set forth herein. 
In connection therewith:
    
     (a) (i) From and after the date hereof, Seller shall not modify, extend, 
renew or cancel (subject to Section 12(b)) any Lease (including any Anchor 
Lease) or any Shopping Center Agreement or enter into any proposed Lease of 
all or any portion of the Property, other than those currently being 
negotiated and set forth on SCHEDULE "11" annexed hereto and made a part 
hereof,

                                      24



without Purchaser's prior consent in each instance, which consent shall not 
be unreasonably withheld and shall be given or denied, with the reasons for 
any such denial, within the applicable period specified in Section 12(a)(iv).

     (ii) If, after the date hereof, Seller enters into any Leases, or if 
there is any extension or renewal of any Leases, whether or not such Leases 
provide for their extension or renewal, or any expansion or modification of 
any Leases, including but not limited to any new Lease or any extension, 
renewal, expansion or modification of an existing Lease currently being 
negotiated and set forth on SCHEDULE "11" (each, a "New Lease"), Seller shall 
keep accurate records of all expenses (collectively, "New Lease Expenses") 
incurred in connection with each New Lease, including, without limitation, 
the following: (A) brokerage commissions and fees relating to such leasing 
transaction, (B) expenses incurred for repairs, improvements, equipment, 
painting, decorating, partitioning and other items to satisfy the tenant's 
requirements with regard to such leasing transaction, (C) the cost of removal 
and/or abatement of asbestos or other hazardous or toxic substances located 
in the demised space, (D) reimbursements to the tenant for the cost of any of 
the items described in the preceding clauses (B) and (C), (E) legal fees for 
services in connection with the preparation of documents and other services 
rendered in connection with the effectuation of the leasing transaction, (F) 
rent concessions relating to the demised space provided the tenant has the 
right to take possession of such demised space during the period of such rent 
concessions, (G) tenant improvement allowances provided to the tenant under 
such leasing transactions, and (H) expenses incurred pursuant to a New Lease 
for the purpose of satisfying or terminating the obligations of the tenant 
thereunder to a landlord under another lease (whether or not such other lease 
covers space in the Property).

     (iii) The New Lease Expenses for each New Lease allocable to and payable 
by Seller shall be determined by multiplying the amount of such New Lease 
Expenses by a fraction, the numerator of which shall be the number of days 
contained in that portion, if any, of the term of such New Lease commencing 
on the date on which the tenant thereunder shall have commenced to pay fixed 
rent ("Rent Commencement Date") and expiring on the date immediately 
preceding the Closing Date, and the denominator of which shall be the total 
number of days contained in the period commencing on the Rent Commencement 
Date and expiring on the date of the scheduled expiration of the term of such 
New Lease, and the remaining balance of the New Lease Expenses for each New 
Lease shall be allocable to and payable by Purchaser. For purposes of this 
Section 12(a)(iii), the Rent Commencement Date under a renewal, extension, 
expansion or modification of a Lease shall be deemed to be (A) in the case of 
a renewal or extension (whether effective prior to or after the Closing, or 
in the form of an option exercisable in the future), the first date during 
such renewal or extension period after the originally scheduled expiration of 
the term of such
    
                                      25



Lease on which the tenant under such Lease commences to pay fixed rent, (B) 
in the case of an expansion (whether effective prior to or after the Closing, 
or in the form of an option exercisable in the future), the date on which the 
tenant under such Lease commences to pay fixed rent for the additional space, 
and (C) in the case of a modification not also involving a renewal, extension 
or expansion of such Lease, the effective date of such modification 
agreement. At the Closing, Purchaser shall reimburse Seller for all New Lease 
Expenses theretofore paid by Seller, if any, in excess of the portion of the 
New Lease Expenses allocated to Seller pursuant to the provisions of the 
preceding sentence.

     Notwithstanding anything to the contrary contained in this Agreement, 
the financial obligations of Seller under the Federated Termination Agreement 
pursuant to the documentation attached hereto as EXHIBIT "I", including any 
payments due thereunder and the costs of demolition of the property covered 
thereby, shall be assumed by Purchaser at the Closing pursuant to the 
Shopping Center Agreement Assignment. The provisions of this Section 
12(a)(iii) shall survive the Closing.
    
     (iv) With respect to any proposed action by Seller to be submitted to 
Purchaser for its consent pursuant to Section 12(a)(i), Purchaser shall 
consent or deny its consent, with the reasons for any such denial, within ten 
(10) days after receipt by Purchaser of Seller's notice requesting 
Purchaser's consent to the proposed action relating to such existing or 
proposed Lease or Shopping Center Agreement.

If Purchaser fails to reply to Seller's request for consent pursuant to the 
provisions of Subsections 12(a)(i) in a notice given within the 
above-described applicable time period or if Purchaser expressly denies its 
consent but fails to provide Seller with the reasons for such denial, 
Purchaser's consent shall be deemed to have been granted.

     (b) Notwithstanding anything to the contrary contained in this 
Agreement, Seller reserves the right, but is not obligated, to institute 
summary proceedings against any tenant or terminate any Lease as a result of 
a default by the tenant thereunder prior to the Closing Date, PROVIDED that 
Seller will obtain Purchaser's written consent (not to be unreasonably 
withheld or delayed) prior to instituting any summary proceeding with respect 
to any tenant. Seller makes no representations and assumes no responsibility 
with respect to the continued occupancy of the Property or any part thereof 
by any tenant. The removal of a tenant whether by summary proceedings or 
otherwise prior to the Closing Date shall not give rise to any claim on the 
part of Purchaser. Further, Purchaser agrees that it shall not be grounds for 
Purchaser's refusal to close this transaction that any tenant is a holdover 
tenant or in default under its Lease on the Closing

                                      26




Date and Purchaser shall accept title subject to such holding over or default
without credit against, or reduction of, the Purchase Price, subject, however,
to apportionment pursuant to Paragraph 3 above.

    (c) Seller shall not modify, extend, renew or cancel (except as a result 
of a default by the other party thereunder) any Contracts that affect the 
operation of the Property, or enter into any new Contract that materially 
affects the operation of the Property without Purchaser's prior consent in 
each instance, which consent shall not be unreasonably withheld or delayed, 
and if withheld, Purchaser shall promptly give Seller a notice stating the 
reasons therefor. With respect to any proposed action by Seller to be 
submitted to Purchaser for its consent pursuant to this subsection (c), 
Purchaser shall grant or deny its consent, with the reason for any such 
denial within ten (10) days after receipt by Purchaser of Seller's notice 
requesting Purchaser's consent to the proposed action relating to such 
existing or proposed Contract. If Purchaser fails to reply to Seller's 
request for consent pursuant to the provisions of this subsection (c) in a 
notice given within the above described time period or if Purchaser expressly 
denies its consent but fails to provide Seller with the reasons for such 
denial, Purchaser's consent shall be deemed to be granted.

    (d) Seller, through its accountants and attorneys engaged for such 
purpose, has commenced but not completed proceedings for the partial refund 
of real estate taxes and assessments based on a claimed reduction in 
assessable valuation of the Property. From and after the Closing Date, 
Purchaser will supervise and coordinate such proceedings and the efforts of 
such accountants and attorneys, and will pay all charges incurred in 
connection therewith. All refunds received after the Closing Date, whether 
for tax years prior to or after the 1996-1997 tax year, shall be paid to 
Purchaser, and Seller shall have no responsibility in connection therewith or 
interest therein, provided that Purchaser shall be responsible for the 
payments of any such refunds to any tenants entitled thereto. The provisions 
of this Section 12(d) shall survive the Closing indefinitely.

    13. AS IS

    (a) AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLER 
AND PURCHASER AGREE THAT PURCHASER IS TAKING THE PROPERTY "AS-IS" WITH ANY 
AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER 
THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET 
FORTH HEREIN, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY 
REPRESENTATION,  STATEMENT OR OTHER ASSERTION WITH RESPECT TO THE



                                      27




PROPERTY CONDITION, BUT IS RELYING UPON ITS EXAMINATION OF THE PROPERTY. EXCEPT
AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, PURCHASER TAKES THE PROPERTY UNDER
THE EXPRESS UNDERSTANDING THERE ARE NO EXPRESS OR IMPLIED WARRANTIES. THE
PROVISIONS OF THIS SECTION 13(a) SHALL NOT NEGATE ANY EXPRESS REPRESENTATIONS OF
SELLER SET FORTH IN THIS AGREEMENT. PURCHASER ACKNOWLEDGES THAT (A) AN AFFILIATE
OF PURCHASER OWNED THE PROPERTY PRIOR TO SEPTEMBER 19, 1994, WITH AN AFFILIATE
OF SELLER, (B) SINCE SEPTEMBER 19, 1994, PURCHASER'S AFFILIATE, MANAGER, HAS
BEEN THE MANAGER OF THE PROPERTY AND (C) BASED ON ITS PRIOR OWNERSHIP AND THE
MANAGER'S MANAGEMENT OF THE PROPERTY, PURCHASER IS FAMILIAR WITH THE MANAGEMENT,
OWNERSHIP, OPERATION, MAINTENANCE, FINANCIAL AND PHYSICAL CONDITION AND OTHER
MATTERS RELATING TO THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER
IS A SOPHISTICATED BUYER, WITH EXPERIENCE IN REAL ESTATE INVESTMENTS.

    (b)   This Agreement, as written, together with that certain License and 
Indemnity Agreement dated as of September 19, 1996 (the "License and 
Indemnity Agreement") between Seller and The Macerich Partnership, L.P., 
contains all the terms of the agreement entered into between the parties as 
of the date hereof, and Purchaser acknowledges that neither Seller nor any of 
Seller's Affiliates (as defined in Section 24(e)), nor any of their agents or 
representatives, nor Broker has made any representations or held out any 
inducements to Purchaser, and Seller hereby specifically disclaims any 
representation, oral or written, past, present or future, other than those 
specifically set forth in this Agreement. Without limiting the generality of 
the foregoing, Purchaser has not relied on any representations or warranties, 
and neither Seller nor any of Seller's Affiliates, nor any of their agents or 
representatives has or is willing to make any representations or warranties, 
express or implied, other than as may be expressly set forth herein, as to 
(i) the status of title to the Property; (ii) the Leases, the Anchor Leases 
or the Shopping Center Agreements; (iii) the Contracts; (iv) the Licenses; 
(v) the current or future real estate tax liability, assessment or valuation 
of the Property; (vi) the potential qualification of the Property for any and 
all benefits conferred by any Laws whether for subsidies, special real estate 
tax treatment, insurance, mortgages or any other benefits, whether similar or 
dissimilar to those enumerated; (vii) the compliance of the Property in its 
current or any future state with applicable Laws or any violations thereof, 
including, without limitation, those relating to access for the handicapped, 
environmental or zoning matters, and the ability to obtain a change in the 
zoning or a variance in respect to the Property' non-compliance, if any, with 
zoning Laws; (viii) the nature and extent of any right-of-way, lease, 
possession, lien, encumbrance, license, reservation,



                                      28





condition or otherwise; (ix) the availability of any financing for the purchase,
alteration, rehabilitation or operation of the Property from any source,
including, without limitation, any government authority or any lender; (x) the
current or future use of the Property, including, without limitation, the
Property use for retail purposes; (xi) the present and future condition and
operating state of any Personal Property and the present or future structural
and physical condition of the Buildings, their suitability for rehabilitation or
renovation, or the need for expenditures for capital improvements, repairs or
replacements thereto; (xii) the viability or financial condition of any tenant;
(xiii) the status of the leasing market in which the Property is located; or
(xiv) the actual or projected income or operating expenses of the Property.

    (c) Purchaser acknowledges that Seller has afforded Purchaser the 
opportunity for full and complete investigations, examinations and 
inspections of the Property and all Property Information. Purchaser 
acknowledges and agrees that (i) the Property Information delivered or made 
available to Purchaser and Purchaser's Representatives by Seller or Seller's 
Affiliates, or any of their agents or representatives may have been prepared 
by third parties and may not be the work product of Seller and/or any of 
Seller's Affiliates; (ii) neither Seller nor any of Seller's Affiliates has 
made or is obligated to have made any independent investigation or 
verification of the Property Information; (iii) the Property Information 
delivered or made available to Purchaser and Purchaser's Representatives is 
furnished to each of them at the request, and for the convenience of, 
Purchaser; (iv) Purchaser is relying solely on its own investigations, 
examinations and inspections of the Property and those of Purchaser's 
Representatives and is not relying in any way on the Property Information 
furnished by Seller or any of Seller's Affiliates, or any of their agents or 
representatives except for Seller's express representations and warranties 
set forth herein; (v) except as to Seller's express representations and 
warranties set forth herein, Seller expressly disclaims any representations 
or warranties with respect to the accuracy or completeness of the Property 
Information and Purchaser releases Seller and Seller's Affiliates, and their 
agents and representatives, from any and all liability with respect thereto; 
and (vi) any further distribution of the Property Information is subject to 
Section 23. Purchaser, on behalf of itself and any successor owner of the 
Property which is an Affiliate of Purchaser, hereby fully and irrevocably 
releases Seller and Seller's Affiliates, and their agents and 
representatives, from any and all claims that it may now have or hereafter 
acquire against Seller or Seller's Affiliates, or their agents or 
representatives, for any cost, loss, liability, damage, expense, action or 
cause of action, whether foreseen or unforeseen, arising from or related to 
any obligations or liability existing as of the date hereof under any of the 
Leases, the Contracts, the Licenses or the Shopping Center Agreements, except 
for claims against Seller in connection with or arising out of (x) Retained 
Claims, or (y) subject to Section 7(a)(iii), a breach of any representation, 
warranty or covenant of Seller contained in this Agreement or the indemnity 
of Seller contained in Section 17 of this Agreement.



                                      29





Purchaser further acknowledges and agrees that this release shall be given full
force and effect according to each of its expressed terms and provisions,
including, but not limited to, those relating to unknown and suspected claims,
damages and causes of action.

    (d) Purchaser acknowledges that the Property contains asbestos and other 
potentially environmentally hazardous, toxic or dangerous substances. 
Purchaser, on behalf of itself and any successor owner of the Property which 
is an Affiliate of Purchaser, hereby fully and irrevocably releases Seller 
and Seller's affiliates, and their agents and representatives, from any and 
all claims that it may now have or hereafter acquire against Seller or 
Seller's Affiliates, or their agents or representatives, but not any 
contractors or consultants with whom Seller may have contracted for work in 
connection with the Property, for any cost, loss, liability, damage, expense, 
action or cause of action, whether foreseen or unforeseen, arising from or 
related to any construction defects, errors or omissions on or in the 
Property, the presence of environmentally hazardous, toxic or dangerous 
substances, or any other conditions (whether patent, latent or otherwise) 
affecting the Property, except for claims against Seller based upon any 
obligations and liabilities of Seller expressly provided in this Agreement. 
Purchaser further acknowledges and agrees that this release shall be given 
full force and effect according to each of its expressed terms and 
provisions, including, but not limited to, those relating to unknown and 
suspected claims, damages and causes of action. As a material covenant and 
condition of this Agreement, Purchaser agrees that in the event of any such 
construction defects, errors or omissions, the presence of environmentally 
hazardous, toxic or dangerous substances, or any other conditions affecting 
the Property, Purchaser shall look solely to Seller's predecessors in 
interest or to such contractors and consultants as may have contracted for 
work in connection with the Property for any redress or relief, except for 
claims against Seller based upon any obligations and liabilities of Seller 
expressly provided in this Agreement. Purchaser further understands that some 
of Seller's predecessors in interest or such contractors and consultants may 
have filed petitions under the bankruptcy code and Purchaser may have no 
remedy against such predecessors, contractors or consultants.

    (e) Seller shall not be liable or bound in any manner by any oral or 
written "setups" or information pertaining to the Property or the rents 
furnished by Seller, Seller's Affiliates, their agents or representatives, 
any real estate broker or other person.

    (f) THE PROVISIONS OF THIS SECTION 13 SHALL SURVIVE IN DEFINITELY ANY 
TERMINATION OF THIS AGREEMENT AND THE CLOSING.




                                      30




    14.    BROKER

    Purchaser and Seller each represent and warrant to the other that it has 
not dealt with any broker other than LaSalle Real Estate Partners ("LaSalle") 
in connection with the Property and the transactions described herein. Seller 
shall be solely responsible for payment of LaSalle's commission. Each party 
hereto agrees to indemnify, defend and hold the other harmless from and 
against any and all claims, causes of action, losses, costs, expenses, 
damages or liabilities, including reasonable attorneys' fees and 
disbursements, which the other may sustain, incur or be exposed to, by reason 
of any claim or claims by any other broker, finder or other person, for fees, 
commissions or other compensation arising out of the transactions 
contemplated in this Agreement if such claim or claims are based in whole or 
in part on dealings or agreements with the indemnifying party. 
Notwithstanding any provisions of this Agreement to the contrary, in no event 
shall Seller be liable for, and the foregoing indemnity of Seller shall in no 
event apply to, claims by any other broker, finder or other person for such 
fees, commissions or other compensation if such claims are based upon 
dealings or agreements with prior owners of the Property. The obligations and 
representations and warranties contained in this Section 14 shall survive the 
termination of this Agreement and the Closing.

    15. CASUALTY; CONDEMNATION

    (a) DAMAGE OR DESTRUCTION: If, prior to the Closing Date, a "material" 
part (as hereinafter defined) of the Property is damaged or destroyed by fire 
or other casualty, Seller shall notify Purchaser of such fact and, except as 
hereinafter provided, Purchaser shall have the option to terminate this 
Agreement upon notice to Seller given not later than ten (10) days after 
receipt of Seller's notice. If this Agreement is so terminated, the 
provisions of Section 15(d) shall apply. Notwithstanding the foregoing, if a 
"material" part of the Property is damaged or destroyed and Purchaser elects 
to terminate this Agreement as provided above, Purchaser's election shall be 
ineffective if within ten (10) days after Seller's receipt of Purchaser's 
election notice, Seller shall elect by notice to Purchaser to repair such 
damage or destruction and shall thereafter complete such repair within 120 
days after the then scheduled Closing Date at the time of Purchaser's 
election. If Seller makes such election to repair, Seller shall have the 
right to adjourn the Closing Date one or more times for up to one hundred 
twenty (120) days in the aggregate in order to complete such repairs and 
shall have the right to retain all insurance proceeds which Seller may be 
entitled to receive as a result of such damage or destruction. If (i) 
Purchaser does not elect to terminate this Agreement, (ii) Purchaser elects 
to terminate this Agreement but such election is ineffective because Seller 
elects to repair such damage and completes such repair within such 120-day 
period provided above, or (iii) there is damage to or destruction of an 
"immaterial" part



                                      31






("immaterial" is herein deemed to be any damage or destruction which is not 
"material", as such term is hereinafter defined) of the Property, Purchaser 
shall close title as provided in this Agreement and, at the Closing, Seller 
shall, unless Seller has repaired such damage or destruction prior to the 
Closing, (x) pay over to Purchaser the proceeds of any insurance collected by 
Seller less the amount of all costs incurred by Seller in connection with the 
repair of such damage or destruction plus the lesser of (A) the amount of the 
deductible under the applicable insurance policy or (B) the estimated cost of 
repair of such damage or destruction as reasonably estimated by Seller and 
approved by Purchaser, and (y) assign and transfer to Purchaser all right, 
title and interest of Seller in and to any uncollected insurance proceeds 
which Seller may be entitled to receive from such damage or destruction. A 
"material" part of the Property shall be deemed to have been damaged or 
destroyed if the cost of repair or replacement shall, together with any costs 
to repair or replace any of the property covered by the Other Sale Agreements 
due to fire or other casualty and the estimated cost of any lost rents not 
covered by an assignment of any rights of Seller to rental loss insurance 
which may under the terms of Seller's insurance policy be assigned to 
Purchaser, exceed $3,000,000 in the aggregate.

    (b) CONDEMNATION: If, prior to the Closing Date, all or any "significant" 
portion (as hereinafter defined) of the Property is taken by eminent domain 
or condemnation (or is the subject of a pending taking which has not been 
consummated), Seller shall notify Purchaser of such fact and Purchaser shall 
have the option to terminate this Agreement upon notice to Seller given not 
later than ten (10) days after receipt of the Seller's notice. If this 
Agreement is so terminated, the provisions of Section 15(d) shall apply. If 
Purchaser does not elect to terminate this Agreement, or if an 
"insignificant" portion ("insignificant" is herein deemed to be any taking 
which is not "significant", as such term is herein defined) of the Property 
is taken by eminent domain or condemnation, Purchaser shall close title as 
provided in this Agreement and, at the Closing Seller shall assign and 
turnover, and Purchaser shall be entitled to receive and keep, all awards or 
other proceeds for such taking by eminent domain or condemnation. A 
"significant" portion of the Property means (i) any portion of the Buildings, 
(ii) a portion of the parking areas if the taking thereof reduces the 
remaining available number of parking spaces below the minimum legally 
required or the number required under any Anchor Lease or Shopping Center 
Agreement, (iii) a legally required driveway on the Land which cannot be 
replaced with a new driveway so as to satisfy the necessary legal 
requirements, or (iv) any other driveway on such Land if such driveway is the 
predominant means of ingress thereto or egress therefrom.

    (c) Notwithstanding anything contained in Section 15(a) and Section 15(b) 
to the contrary, if this Agreement is not terminated as provided in Section 
15(a) or Section 15(b) and the insurance, eminent domain or condemnation 
proceeds payable with respect to the Property as a



                                      32





result of any casualty or taking exceeds the Purchase Price, Seller's 
obligation to pay over to Purchaser those proceeds paid to Seller prior to 
the Closing shall be limited to the amount of the Purchase Price and Seller 
shall be entitled to retain the remainder of such proceeds. To the extent 
that payment of all or any portion of such proceeds does not occur prior to 
the Closing, the parties agree that Seller shall be entitled to that portion 
of the proceeds in excess of the Purchase Price, which agreement shall 
survive the Closing.

    (d) If Purchaser elects to terminate this Agreement pursuant to Section 
15(a) or 15(b), this Agreement shall be terminated and neither party shall 
have any further rights, obligations or liabilities hereunder, except for the 
Surviving Obligations, and except that Purchaser (subject to the provisions 
of Sections 19 and 26 and provided Purchaser is not otherwise in default 
hereunder) shall be entitled to a return of the Downpayment.

    16. REMEDIES
    
    (a) If the Closing fails to occur by reason of Seller's inability 
(subject to Section 6(b)) to perform its obligations under this Agreement (as 
opposed to Seller's failure or refusal to perform such obligations), then 
Purchaser, as its sole remedy for such inability of Seller, may either (i) 
terminate this Agreement by notice to Seller or (ii) waive such defect 
causing such inability and proceed to close without any abatement or 
reduction of the Purchase Price. If Purchaser elects to terminate this 
Agreement, then this Agreement shall be terminated and neither party shall 
have any further rights, obligations or liabilities hereunder, except for the 
Surviving Obligations, and except that Purchaser (subject to the provisions 
of Sections 19 and 26 and provided Purchaser is not otherwise in default 
hereunder) shall be entitled to a return of the Downpayment. Except as set 
forth in this Section 16(a), Purchaser hereby expressly waives, relinquishes 
and releases any other right or remedy available to it at law, in equity or 
otherwise (including, without limitation, any right to record or file a 
notice of lis pendens or notice of pendency of action or similar notice 
against any portion of the Property and the right to sue for or seek any 
monetary award or judgment and/or consequential, incidental, punitive, 
exemplary or other damages from or against Seller) if the Closing fails to 
occur by reason of Seller's inability to perform its obligations hereunder.

    (b) If the Closing fails to occur by reason of Purchaser's failure or 
refusal to perform its obligations hereunder, or if the closing under any of 
the Other Sale Agreements fails to occur by reason of the failure or refusal 
of any affiliate of Purchaser to perform its obligations thereunder, then 
Seller may terminate this Agreement by notice to Purchaser. If Seller elects 
to terminate this Agreement, then this Agreement shall be terminated and 
neither party shall have




                                      33






any further rights, obligations or liabilities hereunder, except for the 
Surviving Obligations and, except that Seller may retain the Downpayment as 
liquidated damages for all loss, damage and expenses suffered by Seller, it 
being agreed that Seller's damages are impossible to ascertain. Nothing 
contained herein shall limit or restrict Seller's ability to pursue any 
rights or remedies it may have against Purchaser with respect to the 
Surviving Obligations. Except as set forth in this Section 16(b) and Section 
23(e) and except for any rights and remedies that Seller may have under 
Section 18, Seller hereby expressly waives, relinquishes and releases any 
other right or remedy available to it at law, in equity or otherwise by 
reason of Purchaser's default hereunder or Purchaser's failure or refusal to 
perform its obligations hereunder.

    PURCHASER AND SELLER ACKNOWLEDGE THAT, IN THE EVENT OF A DEFAULT AS 
DESCRIBED ABOVE, IT WOULD BE IMPRACTICAL OR IMPOSSIBLE TO ACCURATELY 
ASCERTAIN SELLER'S DAMAGES. ACCORDINGLY, PURCHASER AND SELLER HEREBY AGREE 
THAT IN THE EVENT THE SALE HEREUNDER FAILS TO CLOSE BY REASON OF ANY DEFAULT 
DESCRIBED ABOVE, SELLER SHALL BE ENTITLED TO RETAIN AS ITS SOLE REMEDY THE 
DOWNPAYMENT (INCLUDING ALL INTEREST EARNED THEREON) AS LIQUIDATED DAMAGES IN
LIEU OF ALL OTHER RIGHTS AND REMEDIES TO WHICH SELLER MAY BE ENTITLED. 
PURCHASER AND SELLER AGREE THAT SAID DOWNPAYMENT REPRESENTS REASONABLE 
LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES.


     PURCHASER'S INITIALS  RAB                       SELLER'S INITIALS  DAJ
                          -----                                        -----

    (c) If the Closing fails to occur by reason of Seller's failure or 
refusal to perform its obligations hereunder, then Purchaser, as its sole 
remedy hereunder, may (i) terminate this Agreement by notice to Seller or 
(ii) seek specific performance from Seller. As a condition precedent to 
Purchaser exercising any right it may have to bring an action for specific 
performance as the result of Seller's failure or refusal to perform its 
obligations hereunder, Purchaser must commence such an action within ninety 
(90) days after the occurrence of such default. Purchaser agrees that its 
failure to timely commence such an action for specific performance within 
such ninety (90) day period shall be deemed a waiver by it of its right to 
commence an action for specific performance as well as a waiver by it of any 
right it may have to file or record a notice of lis pendens or notice of 
pendency of action or similar notice against any portion of the Property. 
Except as set forth in this Section 16(c) and Section 17, Purchaser hereby 
expressly waives, relinquishes and releases any other right or remedy 
available to it at law, in equity or otherwise if the Closing fails to occur 
by reason of Seller's failure or refusal to perform its obligations 
hereunder, including without limitation the right to sue for or seek any 
monetary award



                                      34





or judgment and/or consequential, incidental, punitive, exemplary or other 
damages, from or against Seller.

    17. SELLER'S INDEMNITY
    
    Seller hereby agrees to indemnify Purchaser and Purchaser's affiliates 
(other than Manager) against, and to hold Purchaser and Purchaser's 
affiliates (other than Manager) harmless from all claims, demands, causes of 
action, losses, damages, liabilities, costs and expenses (including, without 
limitation, attorneys' fees and disbursements) asserted against or incurred 
by Purchaser or Purchaser's affiliates (other than Manager) in connection 
with or arising out of (a) the matters set forth on SCHEDULE "12" annexed 
hereto and made a part hereof relating to the ownership and operation of the 
Property prior to the Closing Date, or (b) subject to Section 7(a)(iii), a 
breach of any representation, warranty or covenant of Seller contained in 
this Agreement. Seller's obligations under this Section 17 shall survive the 
Closing indefinitely.
    
    18. PURCHASER'S INDEMNITY
    
    Purchaser hereby agrees to indemnify Seller and Seller's Affiliates 
against, and to hold Seller and Seller's Affiliates harmless from all claims, 
demands, causes of action, losses, damages, liabilities, costs and expenses 
(including, without limitation, attorneys' fees and disbursements) asserted 
against or incurred by Seller or any of Seller's Affiliates in connection 
with or arising out of (a) all matters relating to the ownership or operation 
of the Property from and after the Closing Date, (b) a breach of any 
representation, warranty or covenant of Purchaser contained in this 
Agreement, (c) the Assumed Claims, (d) any liability to tenants under Leases 
or parties to a Shopping Center Agreement with respect to (i) the repayment 
of any real estate tax refunds received by Purchaser or other successor owner 
of the Property subsequent to the Closing Date and relating to any tax period 
prior to the Closing Date, or (ii) the repayment of any overcharges for 
common area maintenance, Recoverable Expenses or similar charges, or (e) 
except for the matters listed on SCHEDULE "12" hereto, all matters assumed by 
Purchaser pursuant to the terms of this Agreement or any of the documents 
delivered pursuant hereto. Purchaser's obligations under this Section 18 
shall survive the Closing indefinitely.
    
    19. ESCROW
    
    Escrow Agent shall hold the Downpayment in escrow and shall dispose of 
the Downpayment only in accordance with the following provisions:
    




                                      35



 
    (a) Escrow Agent shall deliver the Downpayment to Seller or Purchaser, as 
the case may be, as follows:

    (i) to Seller, upon completion of the Closing; or
    
   (ii) to Seller, after receipt of Seller's demand in which Seller certifies 
either that (A) Purchaser has defaulted under this Agreement, or (B) this 
Agreement has been otherwise terminated or canceled, and Seller is thereby 
entitled to receive the Downpayment; but Escrow Agent shall not honor 
Seller's demand until more than ten (10) days after Escrow Agent has given a 
copy of Seller's demand to Purchaser in accordance with Section 19(b)(i), nor 
thereafter if Escrow Agent receives a Notice of Objection (as defined in 
Section 19(b)(i)) from Purchaser within such ten (10) day period; or

  (iii) to Purchaser, after receipt of Purchaser's demand in which Purchaser 
certifies either that (A) Seller has defaulted under this Agreement, or (B) 
this Agreement has been otherwise terminated or cancelled, and Purchaser is 
thereby entitled to receive the Downpayment; but Escrow Agent shall not honor 
Purchaser's demand until more than ten (10) days after Escrow Agent has given 
a copy of Purchaser's demand to Seller in accordance with Section 19(b)(i), 
nor thereafter if Escrow Agent receives a Notice of Objection from Seller 
within such ten (10) day period.

Upon delivery of the Downpayment, Escrow Agent shall be relieved of all 
liability hereunder and with respect to the Downpayment unless delivered in 
contradiction to the provisions hereof. Escrow Agent shall deliver the 
Downpayment, at the election of the party entitled to receive the same, by 
(i) a good, unendorsed certified check of Escrow Agent payable to the order 
of such party, (ii) an unendorsed official bank or cashier's check payable to 
the order of such party, or (iii) a bank wire transfer of immediately 
available funds to an account designated by such party.

    (b) (i) Upon receipt of a written demand from Seller or Purchaser under 
Section 19(a)(ii) or (iii), Escrow Agent shall send a copy of such demand to 
the other party. Within ten (10) days after the date of receiving same, but 
not thereafter, the other party may object to delivery of the Downpayment to 
the party making such demand by giving a notice of objection (a "Notice of 
Objection") to Escrow Agent. After receiving a Notice of Objection, Escrow 
Agent shall send a copy of such Notice of Objection to the party who made the 
demand; and thereafter, in its sole and absolute discretion, Escrow Agent may 
elect either (A) to continue to hold the Downpayment until Escrow Agent 
receives a written agreement of Purchaser and Seller directing the 
disbursement of the Downpayment, in which event Escrow Agent shall disburse 
the Downpayment



                                      36




in accordance with such agreement; and/or (B) deposit the Downpayment into 
any court of competent jurisdiction and bring any action of interpleader or 
any other proceeding; and/or (C) in the event of any litigation between 
Seller and Purchaser, to deposit the Downpayment with the clerk of the court 
in which such litigation is pending. Notwithstanding any other provision 
contained within this Agreement, if Purchaser has terminated this Agreement 
in accordance with the provisions of Sections 7(a)(ii), 9(c), 15(a), 15(b), 
16(a) and/or 24(m), Seller shall be entitled to deliver a Notice of Objection 
to the Escrow Agent pursuant to its right to do so in accordance with the 
other provisions of this Section 19. Seller hereby agrees that it shall 
include within any such Notice of Objection the amount which it claims to be 
entitled to pursuant to the appropriate provisions of this Agreement, with 
any such claim for damages being limited to actual damages expected to be 
suffered or incurred by Seller as a result of Purchaser's breach of its 
indemnification obligations as set forth in Sections 14 and 17 above 
(together with reasonable attorney's fees and cost of suit), and with Escrow 
Agent being instructed to return the balance of the Downpayment to Purchaser.

    (ii) If Escrow Agent is uncertain for any reason whatsoever as to its 
duties or rights hereunder (and whether or not Escrow Agent has received any 
written demand under Section 19(a)(ii) or (iii), or Notice of Objection under 
Section 19(b)(i)), notwithstanding anything to the contrary herein, Escrow 
Agent may hold and apply the Downpayment pursuant to Section 19(b)(i)(A),(B) 
or (C). In the event the Downpayment is deposited in a court by Escrow Agent 
pursuant to Section 19(b)(i)(B) or (C), Escrow Agent shall be entitled to 
rely upon the decision of such court. In the event of any dispute whatsoever 
among the parties with respect to disposition of the Downpayment, Purchaser 
and Seller shall pay the attorneys' fees and costs incurred by Escrow Agent 
(which said parties shall share equally, but for which said parties shall be 
jointly and severally liable) for any litigation in which Escrow Agent is 
named as, or becomes, a party.

    (c) Notwithstanding anything to the contrary in this Agreement, within 
one (1) business day after the date of this Agreement, Escrow Agent shall 
place the Downpayment in an Approved Investment. Escrow Agent may not 
commingle the Downpayment with any other funds held by Escrow Agent. Escrow 
Agent may convert the Downpayment from the Approved Investment into cash or a 
non-interest-bearing demand account at an Approved Institution as follows:

    (i) at any time within seven (7) days prior to the Closing Date; or

   (ii) if the Closing Date is accelerated or extended, at any time within 
seven (7) days prior to the accelerated or extended Closing Date (PROVIDED, 
HOWEVER, that Seller and Purchaser shall give Escrow Agent timely notice of 
any such acceleration or extension and that Escrow Agent may hold the 
Downpayment in cash or a non-interest-bearing deposit account if Seller and 
Purchaser do not give Escrow Agent timely notice of any such adjournment).



                                      37



    (d) As used herein, the term "Approved Investment" means (i) any 
interest-bearing demand account or money market fund with Wells Fargo Bank, 
N.A. or any other institution otherwise approved by both Seller and Purchaser 
(collectively, an "Approved Institution"), or (ii) any other investment 
approved by both Seller and Purchaser. The rate of interest or yield need not 
be the maximum available and deposits, withdrawals, purchases, reinvestment 
of any matured investment and sales shall be made in the sole discretion of 
Escrow Agent, which shall have no liability whatsoever therefor. Discounts 
earned shall be deemed interest for the purpose hereof.

    (e) Escrow Agent shall have no duties or responsibilities except those 
set forth herein, which the parties hereto agree are ministerial in nature. 
Seller and Purchaser acknowledge that except for Escrow Agent's own willful 
default, misconduct or gross negligence, Escrow Agent shall have no liability 
of any kind whatsoever arising out of or in connection with its activity as 
Escrow Agent. Seller and Purchaser jointly and severally agree to and do 
hereby indemnify and hold harmless Escrow Agent from all loss, cost, claim, 
damage, liability, and expense (including, without limitation, attorneys' 
fees and disbursements whether paid to retained attorneys or representing the 
fair value of legal services rendered to itself) which may be incurred by 
reason of its acting as Escrow Agent provided the same is not the result of 
Escrow Agent's willful default, misconduct or gross negligence. Escrow Agent 
may only charge against the Down payment any amounts owed to it under the 
foregoing indemnity or may withhold the delivery of the Down payment as 
security for any unliquidated claim, or both if Purchaser is liable to Escrow 
Agent for any costs.

    (f) Any Notice of Objection, demand or other notice or communication 
which may or must be sent, given or made under this Agreement to or by Escrow 
Agent shall be sent in accordance with the provisions of Section 22.

    (g) Simultaneously with their execution and delivery of this Agreement, 
Purchaser and Seller shall furnish Escrow Agent with their true Federal 
Taxpayer Identification Numbers so that Escrow Agent may file appropriate 
income tax information returns with respect to any interest in the Down 
payment or other income from the Approved Investment. The party ultimately 
entitled to any accrued interest in the Down payment shall be the party 
responsible for the payment of any tax due thereon.

    (h) Any amendment of this Agreement which could alter or otherwise affect 
Escrow Agent's obligations hereunder will not be effective against or binding 
upon Escrow Agent without Escrow Agent's prior consent, which consent may be 
withheld in Escrow Agent's sole and absolute discretion.




                                      38



    (i) The provisions of this Section 19 shall survive the termination of 
this Agreement and the Closing.

    20. ASSIGNMENT

    This Agreement may not be assigned by Purchaser and any assignment or 
attempted assignment by Purchaser shall constitute a default by Purchaser 
hereunder and shall be null and void.

    21. ACCESS TO RECORDS

    For a period of five (5) years subsequent to the Closing Date, either party
to this Agreement, Affiliates of either party and their employees, agents and
representatives shall be entitled to access during business hours to all
documents, books and records given to such party by the other party at the
Closing (including all books and records given to Purchaser or its affiliates by
Manager) for tax and audit purposes, regulatory compliance, and cooperation with
governmental investigations upon reasonable prior notice to the other party, and
shall have the right, at its sole cost and expense, to make copies of such
documents, books and records. The provisions of this Section 21 shall survive
the Closing.

    22. NOTICES
    
    (a) All notices, elections, consents, approvals, demands, objections, 
requests or other communications which Seller, Purchaser or Escrow Agent may 
be required or desire to give pursuant to, under or by virtue of this 
Agreement must be in writing and sent by (i) first class, U.S. certified or 
registered mail, return receipt requested, with postage prepaid, (ii) express 
mail or courier (for next business day delivery), or (iii) telefax (in which 
event a copy shall also be required to be sent in accordance with subsection 
(ii) above), addressed as follows:
         
    If to Seller:
         
    MCA Huntington Associates, L.P.
    c/o LaSalle Advisors Limited
    200 East Randolph Drive
    Chicago, Illinois 60601
    Attention: Robert K. Hagan, Esq.
    Telefax No.: 312-782-4339





                                      39



    with a copy to:
    
MRA Holding Partnership
c/o Citibank, N.A.
Citicorp Realty Investment
 Advisors
909 Third Avenue
30th Floor
New York, New York 10043
Attention: Jeff Weissman
           and Rhona Landau
Telefax No.: 212-793-9831 (Jeff Weissman)
Telefax No.: 212-793-6766 (Rhona Landau)
    
    with a copy to:
    
c/o Dai-ichi Life (U.S.A.), Inc.
633 West 5th Street
Suite 6700
Los Angeles, California 90071
Attention: Mr. Yasuo Takasaki
Telefax No.: 213-624-1659
    
    with a copy to:
    
Debevoise 8c Plimpton
875 Third Avenue
New York, New York 10022
Attention: Peter Schwartz
Telefax No.: 212-909-6836
    
    with a copy to:
    
O'Melveny & Myers
Embarcadero Center West
275 Battery Street
San Francisco, California 94111-3305
Attention: Terry Cerezola
Telefax No.: 415-984-8701




                                      40




     To Purchaser:

     MR Huntington Limited Partnership
     233 Wilshire Boulevard
     Suite 700
     Santa Monica, California 90401
     Attention: Art Coppola
     Telefax No.: 310-395-2791

     with a copy to:

     c/o The Macerich Company
     233 Wilshire Boulevard
     Suite 700
     Santa Monica, California 90401 
     Attention: Richard Bayer, Esq.
     Telefax No.: 310-395-2791

     with a copy to:

     Sidley & Austin
     555 West Fifth Street
     Los Angeles, California 90013
     Attention: Marc Hayutin, Esq.
     Telefax No.: 213-896-6600

     If to Escrow Agent:

     Commonwealth Land Title Insurance Company
     888 West 6th Street
     Los Angeles, CA 90017
     Attention: Mr. Don Hallman
     Telecopier: 213-627-8722

     (b) Seller, Purchaser or Escrow Agent may designate another addressee or 
change its address for notices and other communications hereunder by a notice 
given to the other parties in the manner provided in this Section 22. A 
notice or other communication sent in compliance with the provisions of this 
Section 22 shall be deemed given and received on (i) the third (3rd) day 
following the date it is deposited in the U.S. mail, (ii) the date it is 
delivered to the other party


                                       41


if sent by express mail or courier (as evidenced by delivery receipt), or 
(iii) upon confirmation of receipt if sent by telefax in accordance with 
Section 22(a)(iii) above.

     23. PROPERTY INFORMATION AND CONFIDENTIALITY

     (a) Purchaser agrees that, prior to the Closing, all Property 
Information shall be kept strictly confidential and shall not, without the 
prior consent of Seller, be disclosed by Purchaser or Purchaser's 
Representatives, in any manner whatsoever, in whole or in part, and will not 
be used by Purchaser or Purchaser's Representatives, directly or indirectly, 
for any purpose other than evaluating the Property. Moreover, Purchaser 
agrees that, prior to the Closing, the Property Information will be 
transmitted only to Purchaser's Representatives who need to know the Property 
Information for the purpose of evaluating the Property, and who have 
acknowledged to Purchaser in writing their agreement to maintain the 
confidentiality of the Property Information or who are by reason of their 
professional relationship with Purchaser so obligated. The provisions of this 
Section 23(a) shall in no event apply to Property Information which is a 
matter of public record and shall not prevent Purchaser from complying with 
Laws, including, without limitation, governmental regulatory, disclosure, tax 
and reporting requirements. Purchaser and Seller acknowledge that the duties 
of Manager with respect to Property Information are separately governed by 
the Management Agreement.

     (b) Purchaser and Seller, for the benefit of each other, hereby agree 
that between the date hereof and the Closing Date, they will not release or 
cause or permit to be released any press notices, publicity (oral or written) 
or advertising promotion relating to, or otherwise announce or disclose or 
cause or permit to be announced or disclosed, in any manner whatsoever, the 
terms, conditions or substance of this Agreement or the transactions 
contemplated herein, without first obtaining the written consent of the other 
party hereto. It is understood that the foregoing shall not preclude either 
party from discussing the substance or any relevant details of the 
transactions contemplated in this Agreement, subject to the terms of Section 
23(a), with any of its attorneys, accountants, professional consultants or 
potential lenders, as the case may be, or prevent either party hereto from 
complying with Laws, including, without limitation, governmental regulatory, 
disclosure, tax and reporting requirements.

     (c) Each party shall indemnify and hold the other harmless from and 
against any and all claims, demands, causes of action, losses, damages, 
liabilities, costs and expenses (including, without limitation, attorneys' 
fees and disbursements) suffered or incurred by such other party or its 
Affiliates and arising out of or in connection with a breach by the 
indemnifying party of the provisions of this Section 23.


                                       42


     (d) As used in this Agreement, the term "Property Information" shall 
mean (i) all information and documents in any way relating to the Property, 
the operation thereof or the sale thereof (including, without limitation, 
Leases, Contracts, Shopping Center Agreements and Licenses) furnished to, or 
otherwise made available for review by, Purchaser or its directors, officers, 
employees, affiliates, partners, brokers, agents or other representatives, 
including, without limitation, attorneys, accountants, contractors, 
consultants, engineers and financial advisors (collectively, "Purchaser's 
Representatives"), by Seller or any of Seller's Affiliates, or their agents 
or representatives, including, without limitation, their contractors, 
engineers, attorneys, accountants, consultants, brokers or advisors, and (ii) 
all analyses, compilations, data, studies, reports or other information or 
documents prepared or obtained by Purchaser or Purchaser's Representatives 
containing or based, in whole or in part, on the information or documents 
described in the preceding clause (i), or otherwise reflecting their review 
or investigation of the Property.

     (e) In addition to any other remedies available to Seller, Seller shall 
have the right to seek equitable relief, including, without limitation, 
injunctive relief or specific performance, against Purchaser or Purchaser's 
Representatives in order to enforce the provisions of this Section 23.

     (f) The provisions of this Section 23 shall survive the termination of 
this Agreement and the Closing.

     (g) To the extent there is any inconsistency between the provisions of 
this Section 23 and the provisions of the License and Indemnity Agreement, 
the provisions of this Agreement shall govern and control.

     24. MISCELLANEOUS

     (a) This Agreement shall not be altered, amended, changed, waived, 
terminated or otherwise modified in any respect or particular, and no consent 
or approval required pursuant to this Agreement shall be effective, unless 
the same shall be in writing and signed by or on behalf of the party to be 
charged.

     (b) This Agreement shall be binding upon and shall inure to the benefit 
of the parties hereto and to their respective heirs, executors, 
administrators, successors and permitted assigns. This Agreement is not 
intended to give or confer any benefits, rights, privileges, claims, actions 
or remedies to any person or entity as a third party beneficiary, by decree 
or otherwise.

     (c) All prior statements, understandings, representations and agreements 
between the parties, oral or written, are superseded by and merged in this 
Agreement, which together with the


                                       43


License and Indemnity Agreement fully and completely expresses the agreement
between them in connection with this transaction and which is entered into
after full investigation, neither party relying upon any statement,
understanding, representation or agreement made by the other not embodied in
this Agreement. This Agreement shall be given a fair and reasonable
construction in accordance with the intentions of the parties hereto, and
without regard to or aid of canons requiring construction against Seller or
the party drafting this Agreement.

     (d) Except as otherwise expressly provided herein, Purchaser's 
acceptance of the Deed shall be deemed a discharge of all of the obligations 
of Seller hereunder and all of Seller's representations, warranties, 
covenants and agreements herein shall merge in the documents eggs agreements 
executed at the Closing and shall not survive the Closing.

     (e) Purchaser agrees that it does not have and will not have any claims 
or causes of action against any disclosed or undisclosed officer, director, 
employee, trustee, shareholder, partner, principal, parent, subsidiary or 
other affiliate of Seller, including, without limitation, Citicorp, Citibank, 
N.A., Citicorp Real Estate, Inc., The Dai-Ichi Mutual Life Insurance Company, 
Dai-Ichi Life (U.S.A.), Inc., DSA-MRA, Inc. or LaSalle Partners or any 
officer, director, employee, trustee, shareholder, partner or principal of 
any such parent, subsidiary or other affiliate (collectively, the "Seller's 
Affiliates"), arising out of or in connection with this Agreement or the: 
transactions contemplated hereby. Purchaser agrees to look solely to Seller 
and its assets for the satisfaction of any liability or obligation arising 
under this Agreement or the transactions contemplated hereby, or for the 
performance of any of the covenants, warranties or other agreements contained 
herein, and further agrees not to sue or otherwise seek to enforce any 
personal obligation against any of Seller's Affiliates with respect to any 
matters arising out of or in connection with this Agreement or the 
transactions contemplated hereby. Without limiting the generality of the 
foregoing provisions of this Section 24(e), Purchaser hereby unconditionally 
and irrevocably waives any and all claims and causes of action of any nature 
whatsoever it may now or hereafter have against Seller's Affiliates, and 
hereby unconditionally and irrevocably releases and discharges Seller's 
Affiliates from any and all liability whatsoever which may now or hereafter 
accrue in favor of Purchaser against Seller's Affiliates, in connection with 
or arising out of this Agreement or the transactions contemplated hereby. The 
provisions of this Section 24(e) shall survive the termination of this 
Agreement and the Closing.

     (f) Seller and Purchaser agree that, wherever this Agreement provides 
that a party must send or give any notice, make an election or take some 
other action within a specific time period in order to exercise a right or 
remedy it may have hereunder, time shall be of the essence with respect to 
the taking of such action, and such party's failure to take such action 
within the applicable time period shall be deemed to be an irrevocable waiver 
by such party of such right or


                                       44


remedy. If performance is on a legal holiday generally recognized by national 
banks in Los Angeles or New York, then the obligations may be performed the 
next business day.

     (g) No failure or delay of either party in the exercise of any right or 
remedy given to such party hereunder or the waiver by any party of any 
condition hereunder for its benefit (unless the time specified herein for 
exercise of such right or remedy has expired) shall constitute a waiver of 
any other or further right or remedy nor shall any single or partial exercise 
of any right or remedy preclude other or further exercise thereof or any 
other right or remedy. No waiver by either party of any breach hereunder or 
failure or refusal by the other party to comply with its obligations shall be 
deemed a waiver of any other or subsequent breach, failure or refusal to so 
comply.

     (h) Neither this Agreement nor any memorandum thereof shall be recorded 
and any attempted recordation hereof shall be void and shall constitute a 
default.

     (i) Delivery of this Agreement shall not be deemed an offer and neither 
Seller nor Purchaser shall have any rights or obligations hereunder unless 
and until both parties have signed and delivered an original of this 
Agreement. This Agreement may be executed in one or more counterparts, each 
of which so executed and delivered shall be deemed an original, but all of 
which taken together shall constitute but one and the same instrument.

     (j) Each of the Exhibits and Schedules referred to herein and attached 
hereto is incorporated herein by this reference.

     (k) The caption headings in this Agreement are for convenience only and 
are not intended to be a part of this Agreement and shall not be construed to 
modify, explain or alter any of the terms, covenants or conditions herein 
contained.

     (l) This Agreement shall be interpreted and enforced in accordance with 
the laws of the state in which the Property is located without reference to 
principles of conflicts of laws.

     (m) If any provision of this Agreement shall be unenforceable or 
invalid, the same shall not affect the remaining provisions of this Agreement 
and to this end the provisions of this Agreement are intended to be and shall 
be severable. Notwithstanding the foregoing sentence, if (i) any provision of 
this Agreement is finally determined by a court of competent jurisdiction to 
be unenforceable or invalid in whole or in part, (ii) the opportunity for all 
appeals of such determination have expired, and (iii) such unenforceability 
or invalidity alters the substance of this Agreement (taken as a whole) so as 
to deny either party, in a material way, the realization of the intended 
benefit of its bargain, such party may terminate this Agreement within thirty 
(30) days


                                       45


after the final determination by notice to the other. If such party so elects 
to terminate this Agreement, then this Agreement shall be terminated and 
neither party shall have any further rights, obligations or liabilities 
hereunder, except for the Surviving Obligations, and except that Purchaser 
shall (subject to the provisions of Sections 19 and 26 and provided Purchaser 
is not otherwise in default hereunder) be entitled to a return of the Down 
payment.

     (n) SELLER AND PURCHASER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, 
UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT EACH MAY HAVE TO TRIAL BY 
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT OR 
CONTRACT) BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR 
IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED AND 
DELIVERED BY EITHER PARTY IN CONNECTION HEREWITH (INCLUDING ANY ACTION TO 
RESCIND OR CANCEL THIS AGREE ALLEGING THAT THIS AGREEMENT OR SUCH OTHER 
DOCUMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). EACH OF 
THE PARTIES TO THIS AGREEMENT ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL 
INDUCEMENT FOR SUCH PARTY TO ENTER INTO THIS AGREEMENT, THAT THE PARTIES TO 
THIS AGREEMENT HAVE RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, 
AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE 
DEALINGS. EACH OF THE PARTIES TO THIS AGREEMENT FURTHER WARRANTS AND 
REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT 
EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING 
CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT 
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE 
EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A 
TRIAL BY THE COURT. THE TERMS OF THIS SECTION 24(n) SHALL SURVIVE THE 
TERMINATION OF THIS AGREEMENT AND/OR THE CLOSING.

     25. FEES AND EXPENSES

Seller shall pay the fees of its attorneys and the expense of the Title 
Commitment and the American Land Title Association owner's title policy 
delivered at the Closing (not including the cost of any endorsements thereto 
other than any curative endorsements obtained by Seller to cure any 
Unacceptable Encumbrance). Purchaser shall pay the fees of its attorneys, the 
costs of any survey of the Property and the cost to obtain any endorsements 
to the American Land Title Association owner's title policy delivered at the 
Closing (other than the endorsements obtained by


                                       46


Seller as described above). Escrow fees and other incidental charges of 
Escrow Agent shall be paid one-half by Seller and one-half by Purchaser.

     26. RETURN OF THE DOWN PAYMENT

Notwithstanding anything to the contrary contained herein, if Purchaser 
terminates this Agreement pursuant to any of the provisions hereof, and if at 
the time of such termination (1) any broker (other than the Broker), finder 
or other person is claiming that they are entitled to a fee commission or 
other compensation arising out of the transaction contemplated in this 
Agreement by reason of any alleged agreement with Purchaser, or (2) Purchaser 
has breached the confidentiality requirements contained in Section 23, then 
the Down payment (or the portion thereof which is necessary to compensate 
Seller for its losses and for damages relating to the matters described in 
(1) and (2) above) shall continue to be held in escrow and shall not be 
released to Purchaser until Purchaser has compensated Seller for all of 
Seller's losses and/or damages relating to the matters described in (1) and 
(2) above.


                                       47


     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.


                                       MCA HUNTINGTON ASSOCIATES, L.P.,
                                        a Delaware limited partnership


                                       By: MCA HUNTINGTON, INC.,
                                            its general partner


                                       By: /s/ DAVID A. JONES
                                          -------------------------------------




                                       MR HUNTINGTON LIMITED PARTNERSHIP,
                                        a California limited partnership


                                       By: MACERICH HUNTINGTON GP CORP.,
                                            a Delaware corporation


                                       By: /s/ RICHARD A. BAYER
                                          -------------------------------------
                                          Name: Richard A. Bayer
                                               --------------------------------
                                          Title: General Counsel and Secretary
                                                -------------------------------


                             Solely for the purpose of

                             agreeing to the provisions

                             of Section 19:


                                       COMMONWEALTH LAND TITLE
                                        INSURANCE COMPANY, Escrow Agent


                                       By: /s/ LEE A. MILLER
                                          -------------------------------------
                                       Name:   Lee A. Miller
                                            --------------------------------
                                       Title:  Escrow Agent
                                             -------------------------------



                                       48



                            TABLE OF DEFINED TERMS

     The following capitalized terms are defined in the respective Section of 
the Agreement identified below:

     "A & A AGREEMENTS" - as such term is defined in Section 10(d) hereof.

     "ADDITIONAL RENTS" - as such term is defined in Section 3(c)(iii) hereof.

     "AGREEMENT" - as such term is defined in the opening paragraph hereof.

     "ANCHOR LEASE" - as such term is defined in Section 7(a)(i)(E) hereof.

     "APPROVED INSTITUTION" - as such term is defined in Section 19(d) hereof.

     "APPROVED INVESTMENT" - as such term is defined in Section 19(d) hereof.

     "ASSUMED CLAIMS" - as such claim is defined in Section 7(a)(i)(D).

     "BILL OF SALE" - as such term is defined in Section 10(f) hereof.

     "BUILDINGS" - as such term is defined in Section 1 hereof.

     "CLOSING" - as such term is defined in Section 4(b) hereof.

     "CLOSING DATE" - as such term is defined in Section 4(b) hereof.

     "CONTRACT AND LICENSE ASSIGNMENT" - as such term is defined in 
Section 10(c) hereof.

     "CONTRACTS" - as such term is defined in Section 10(c) hereof.

     "DEED" - as such term is defined in Section 10(a) hereof.

     "DOWN PAYMENT" - as such term is defined in Section 2(a) hereof.

     "ESCROW AGENT" - as such term is defined in Section 2(a) hereof.

     "ENVIRONMENTAL AUDIT - as such term is defined in Section 4(a).

                                       1


     "FEDERATED TERMINATION AGREEMENT" - as such term is defined in 
Section 10(p).

     "INTANGIBLE PROPERTY" - as such term is defined in Section 1 hereof.

     "INTANGIBLE PROPERTY ASSIGNMENT" - as such term is defined in 
Section 10(d) hereof.

     "LAND" - as such term is defined in Section 1 hereof.

     "LAWS" - as such term is defined in Section 7(a)(i)(C) hereof.

     "LEASE ASSIGNMENT" - as such term is defined in Section 10(b) hereof.

     "LEASING" - as such term is defined in Section 1 hereof.

     "LICENSE AND INDEMNITY AGREEMENT" - as such term is defined in 
Section 13(b) hereof.

     "LICENSES" - as such term is defined in Section 11(c) hereof.

     "LIENS" - as such term is defined in Section 6(b) hereof.

     "MANAGER" - as such term is defined in Section 3(a)(iv).

     "NEW LEASE" - as such term is defined in Section 12(a)(ii) hereof.

     "NEW LEASE EXPENSES" - as such term is defined in Section 12(a)(ii) 
hereof.

     "NOTICE OF OBJECTION" - as such term is defined in Section 19(b)(i) 
hereof.

     "OTHER SALE AGREEMENTS" - as such term is defined in Section 9(a)(vii) 
hereof.

     "PERMITTED ENCUMBRANCES" - as such term is defined in Section 5 hereof.

     "PERSONAL PROPERTY" - as such term is defined in Section 1 hereof.

     "PROPERTY" - as such term is defined in Section 1 hereof.

     "PROPERTY INFORMATION" - as such term is defined in Section 23(d) hereof.

     "PURCHASE PRICE" - as such term is defined in Section 2 hereof.

                                       2 


     "PURCHASER" - as such term is defined in the opening paragraph hereof.

     "PURCHASER'S DOCUMENTS" - as such term is defined in Section 7(b)(i)(B) 
hereof.

     "PURCHASER'S REPRESENTATIVES" - as such term is defined in Section 23(d) 
hereof.

     "RECOVERABLE EXPENSES" - as such term is defined in Section 3(c)(iii).

     "RECOVERIES" - as such term is defined in Section 3(c)(iii).

     "RENT COMMENCEMENT DATE" - as such term is defined in Section 12(a)(iii) 
hereof.

     "RETAINED CLAIMS" - as such term is defined in Section 7(a)(i)(D).

     "SELLER" - as such term is defined in the opening paragraph hereof.

     "SELLER'S AFFILIATES" - as such term is defined in Section 24(e) hereof.

     "SELLER'S DOCUMENTS" - as such term is defined in Section 7(a)(i)(B) 
hereof.

     "SELLER'S KNOWLEDGE" - as such term is defined in Section 7(a) hereof.

     "SHOPPING CENTER" - as such term is defined in the Preamble.

     "SHOPPING CENTER AGREEMENTS" - as such term is defined in Section 1 
hereof.

     "SHOPPING CENTER AGREEMENT ASSIGNMENT" - as such term is defined in 
Section 10(q).

     "SURVIVING OBLIGATIONS" - as such term is defined in Section 9(c) hereof.

     "TITLE COMMITMENT" - as such term is defined in Section 6(a)(i) hereof.

     "TITLE COMPANY" - as such term is defined in Section 2(a) hereof.

     "UNACCEPTABLE ENCUMBRANCES" - as such term is defined in Section 6(a)(i) 
hereof.

     "WELLS FARGO CREDIT AGREEMENT" - as such term is defined in 
Section 7(b)(i)(c).

     "WELLS FARGO CONSENT" - as such term is defined in Section 7(b)(i)(c).

                                       3