TWELFTH 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 Eleventh Amendments ("Agreement").

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

     1.   The Parties agree that the Closing Date is extended to and including
December 19, 1997.  In consideration of such extension, Purchaser shall pay
Seller at Closing a non-applicable payment of $2,000 per day commencing
December 9, 1997 and continuing to the date of Closing.

     2.   All capitalized terms used in this Twelfth 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.

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

     4.   This Twelfth 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.

     5.   The parties hereto agree and acknowledge that a facsimile copy of any
party's signature on this Twelfth Amendment shall be enforceable against such
party as an original.  The parties hereto further agree that this Twelfth 
Amendment shall be enforceable by and between the Purchaser and Seller prior
to the execution of this Twelfth 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/ Beth Goldstein
                              ----------------------------------
                         Name:    Beth Goldstein
                              -----------------------------------
                         Its:     Authorized Agent
                              -----------------------------------

                         PURCHASER:  VESTAR DEVELOPMENT CO., an Arizona 
                         corporation

                         By:  /s/  David V. Latcher
                               --------------------------------
                         Name:     David V. Latcher
                               ----------------------------
                         Its:      Vice President
                               ------------------------------