December 3, 1993
 
EQK Realty Investors I
c/o Compass Retail, Inc.
5775 Peachtree Dunwoody Road
Suite 200-D
Atlanta, GA 30342
 
Re: Prudential Loan No. 7-501-488 -- $75,688,720 Second Amended
    and Restated Note dated as of December 16, 1992;
    $3,525,000 Amended and Restated Note dated December 16, 1992
    in favor of PNC Bank, National Association, as successor
    to Provident National Bank
 
Ladies and Gentlemen:
 
     You have advised us that you are about to close on the sale of Buildings E
and F of the Peachtree Property, as defined under that certain Cash Management
and Security Agreement (the 'Cash Management Agreement') dated as of December 
15, 1992, by and among you, The Prudential Insurance Company of America
('Prudential') and First Union National Bank of Georgia ('Escrow Agent'). You
have advised us further that the Net Sales Proceeds from such sale are expected
to be in excess of the Minimum Net Sales Proceeds set forth in Section 8.2 of
the Cash Management Agreement. You have requested that Prudential and PNC Bank,
National Association, a national banking association ('PNC') permit you to apply
such Net Sales Proceeds to prepay in full the Senior Secured Debt. You have
further requested that such Net Sales Proceeds be held in the Capital Reserve
Account, as defined in the Cash Management Agreement, under and subject to the
terms thereof, until such Net Sales Proceeds are used to prepay the Senior
Secured Debt on the first permitted prepayment dates under the respective notes
constituting the Senior Secured Debt (the 'Prepayment Dates'), with the
remainder of such Net Sales Proceeds to remain the Capital Reserve Account.
 
     The undersigned, by execution of this letter, hereby agree as follows:
 
     1. All terms used but not defined herein shall have the meanings ascribed
to them in the Cash Management Agreement.
 
     2. All Net Sales Proceeds from the sale of Peachtree Property Buildings
E and F shall be deposited in the Capital Reserve Account immediately upon
closing, except that EQK shall cause the title company disbursing settlement
proceeds shall disburse $50,000.00 to Prudential and $10,000.00 to PNC for
service fees with regard to this transaction. PNC and Prudential shall each
receive a copy of the Settlement Statement contemporaneously with closing.



     3. All Net Sales Proceeds from the sale shall remain in the Capital Reserve
Account and held and disbursed in accordance with the provisions of the Cash
Management Agreement; provided, however, that so long as such Net Sales Proceeds
are equal to or exceed the amount necessary to prepay the Senior Secured Debt in
full, and not in part, on the respective Prepayment Dates, Escrow Agent shall
disburse, upon delivery by EQK of a written request and payoff statement to
Escrow Agent, with a copy to each of Prudential and PNC, such portion of the Net
Sales Proceeds as are necessary to prepay such Senior Secured Debt in full on
the Prepayment Dates. No funds necessary to prepay the Senior Secured Debt in
full on the Prepayment Date shall be used for any other purpose without the
consent of Prudential and PNC.
 
     If you agree with the foregoing and intend to be legally bound by it,
kindly execute the enclosed copy of this letter agreement, whereupon all parties
shall be legally bound.
 
                                          Very truly yours,
 
                                          THE PRUDENTIAL INSURANCE
                                          COMPANY OF AMERICA

                                          By: __________________________________

                                          PNC BANK, National Association

                                          By: __________________________________
                                                  Assistant Vice President
ACCEPTED AND AGREED:
 
EQK REALTY INVESTORS I
 
By: __________________________________
 
Escrow Agent hereby acknowledges
receipt of a copy of this letter
agreement and agrees to be bound
by the terms hereof:
 
FIRST UNION NATIONAL BANK
OF GEORGIA
 
By: __________________________________