TENTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
                            DATED FEBRUARY 13, 1997
                                by and between
         VESTAR DEVELOPMENT CO., an Arizona corporation ("PURCHASER"),
                                      and
                 GLENDALE FASHION CENTER LIMITED PARTNERSHIP, 
                  an Illinois limited partnership ("SELLER")

                                   RECITALS

     A.  The parties have entered into the above-described Agreement of
Purchase and Sale, as amended by the First through Ninth Amendments
("Agreement").

     B.  The parties now wish to further amend the Agreement in the manner set
forth below.

     1.  Paragraph 30 of the Agreement, as set forth in the Ninth Amendment, is
amended by deleting such paragraph and substituting the following language
therefor.

          30.  EXTENSION OF CLOSING.  Purchaser shall have the option to extend
the date of Closing for up to eight consecutive periods subject to the
provisions of this paragraph, the first six extensions having already been
exercised.  In the event that Purchaser elects to exercise its option pursuant
to this paragraph, Purchaser shall provide Seller and Escrow Agent with three  
business days' advance written notice from the date of the Closing of its
intention to extend the Closing Date.  Such notice, in each instance, shall be
accompanied by a check made out to the Escrow Agent (or an electronic fund
transfer into the account of the Escrow Agent) in the following amounts: first
thirty (30)-day extension $75,000; second thirty (30)-day extension, an
additional $75,000; third thirty-(30) day extension, an additional $100,000;  
fourth (30)-day extension, an additional $100,000; fifth thirty (30)-day
extension, an additional $100,000; sixth thirty (30)-day extension, an
additional $100,000; seventh thirty (30)-day extension, an additional $200,000;
and an eighth extension (which shall extend the closing date to December 2,
1997), an additional $200,000.  In the event that Purchaser exercises any or
all of its extensions options pursuant to the terms of this paragraph, the
amounts deposited as set forth in the preceding sentence shall be held in
accordance with the Escrow Agreement and shall be nonrefundable except in the
case of Seller default under this Agreement.  In the event the transaction
contemplated herein Closes, all amounts deposited into Escrow pursuant to this
paragraph, shall be credited against the purchase price at Closing, except
that $50,000 of the eighth extension payment shall not be credited
against the Purchase Price.  Purchaser shall have no right to extend the
Closing beyond December 2, 1997.

     2.  Buyer agrees that the expiration date for the representations and
warranties shall not survive closing.

     3.  All capitalized terms used in this Tenth Amendment, to the extent not
otherwise expressly defined herein, shall have the same meanings ascribed to
such terms in the Agreement or the Escrow Agreement.

     4.  Except as modified herein, the Agreement, as amended by this
Amendment, shall remain in full force and effect.

     5.  This Tenth Amendment may be executed in multiple counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same agreement.

     6.  The parties hereto agree and acknowledge that a facsimile copy of any
party's signature on this Tenth Amendment shall be enforceable against such
party as an original.  The parties hereto further agree that this Tenth
Amendment shall be enforceable by and between the Purchaser and Seller prior to
the execution of this Tenth Amendment by Escrow Agent.

                         SELLER:   GLENDALE FASHION CENTER LIMITED PARTNERSHIP,
                                   an Illinois limited partnership

                         By:  Glendale Fashion Center Partners, Inc.,
                              an Illinois corporation, its general partner

                              By:   /s/ John K. Powell, Jr.
                                   ----------------------------------
                              Name:     John K. Powell, Jr.
                                   ----------------------------------
                              Its:      Senior Vice President
                                   ----------------------------------


                         PURCHASER:  VESTAR DEVELOPMENT CO., an Arizona 
                         corporation

                         By:   /s/ Lee T. Hanley
                              --------------------------------
                         Name:     Lee T. Hanley
                              --------------------------------
                         Its:      President
                              --------------------------------