10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
	For the quarterly period ended September 30, 2004
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
	For the transition period from           to

Commission file number 1-10093

Ramco-Gershenson Properties Trust

(Exact name of registrant as specified in its charter)

Maryland	13-6908486
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification Number)

31500 Northwestern Highway, Suite 300,
Farmington Hills, Michigan
(Address of principal executive offices) 48334
(Zip code)

248-350-9900

(Registrant’s telephone number, including area code)

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

          Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes þ          No o

          Number of common shares of beneficial interest ($.01 par value) of the Registrant outstanding as of September 30, 2004: 16,821,841

Website access to Company’s Reports

          Ramco-Gershenson Properties Trust website address is www.rgpt.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15 (d) of the Exchange Act are available free of charge through our website as soon as reasonably possible after they are electronically filed with, or furnished to, the Securities and Exchange Commission.

INDEX

		Page No.
PART 1 — FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets — September 30, 2004 and December 31, 2003		2
	Consolidated Statements of Income and Comprehensive Income — Three Months and Nine Months Ended September 30, 2004 and 2003		3
	Consolidated Statement of Shareholders’ Equity — Nine Months Ended September 30, 2004		4
	Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2004 and 2003		5
	Notes to Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23
Item 4.	Controls and Procedures		23
PART II — OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K		24
Contract of Sale and Purchase dated June 29, 2004
Assumption of Liability and Modification Agreement
Substitution of Guarantor, dated August 12, 2004
Certification of CFO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO and CFO Pursuant to Section 906

1

PART 1 — FINANCIAL INFORMATION

Item 1 — Financial Statements

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)

			September 30,			December 31,
			2004			2003
Assets
Investment in real estate, net			$	935,688		$	736,753
Cash and cash equivalents				17,188			19,883
Accounts receivable, net				29,438			30,578
Equity investments in unconsolidated entities				2,786			9,091
Other assets, net				39,254			30,674
		Total Assets	$	1,024,354		$	826,979
Liabilities and Shareholders’ Equity
Mortgages and notes payable			$	608,608		$	454,358
Distributions payable				9,959			10,486
Accounts payable and accrued expenses				30,932			23,463
		Total Liabilities		649,499			488,307
Minority Interest				40,946			42,978
Shareholders’ Equity
	Preferred Shares of Beneficial Interest, par value $.01, 10,000 shares authorized:
		9.5% Series B Cumulative Redeemable Preferred Shares; 1,000 issued and outstanding, liquidation value of $25,000		23,804			23,804
		7.95% Series C Cumulative Convertible Preferred Shares; 1,889 issued and outstanding in 2004, none in 2003, liquidation value of $53,837		51,771			—
	Common Shares of Beneficial Interest, par value $.01, 30,000 shares authorized; 16,822 and 16,795 issued and outstanding, respectively			168			167
	Additional paid-in capital			342,595			342,127
	Accumulated other comprehensive loss			(188	)		(1,098	)
	Cumulative distributions in excess of net income			(84,241	)		(69,306	)
Total Shareholders’ Equity				333,909			295,694
		Total Liabilities and Shareholders’ Equity	$	1,024,354		$	826,979

See notes to consolidated financial statements.

2

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)

(Unaudited)

			For the Three Months						For the Nine Months
			Ended September 30,						Ended September 30,
			2004			2003			2004			2003
Revenues
	Minimum rents		$	22,945		$	18,479		$	66,088		$	53,599
	Percentage rents			298			213			781			969
	Recoveries from tenants			8,345			6,832			24,805			21,158
	Fees and management income			1,486			604			2,099			1,278
	Other income			944			1,393			1,680			2,111
		Total revenues		34,018			27,521			95,453			79,115
Expenses
	Real estate taxes			4,276			3,455			12,115			10,120
	Recoverable operating expenses			4,695			4,019			14,009			12,228
	Depreciation and amortization			7,146			5,740			20,036			16,404
	Other operating			342			325			1,106			3,979
	General and administrative			3,287			2,154			8,399			6,530
	Interest expense			8,506			7,409			24,302			21,867
		Total expenses		28,252			23,102			79,967			71,128
Operating income				5,766			4,419			15,486			7,987
Impairment of investment in unconsolidated entity				(4,775	)		—			(4,775	)		—
Earnings from unconsolidated entities				54			64			141			204
Income from continuing operations before gain (loss) on sale of real estate assets and minority interest				1,045			4,483			10,852			8,191
Gain (loss) on sale of real estate assets				515			91			231			(436	)
Minority interest				(253	)		(775	)		(1,688	)		(1,440	)
Income from continuing operations				1,307			3,799			9,395			6,315
Income from discontinued operations, net of minority interest				—			47			15			164
Net income				1,307			3,846			9,410			6,479
Preferred stock dividends				(1,664	)		(594	)		(3,150	)		(1,782	)
Net income (loss) available to common shareholders			$	(357	)	$	3,252		$	6,260		$	4,697
Basic earnings per share:
	Income (Loss) from continuing operations		$	(0.02	)	$	0.22		$	0.37		$	0.34
	Income from discontinued operations			—			—			—			0.02
	Net income (loss) available to common shareholders		$	(0.02	)	$	0.22		$	0.37		$	0.36
Diluted earnings per share:
	Income (Loss) from continuing operations		$	(0.02	)	$	0.22		$	0.37		$	0.34
	Income from discontinued operations			—			—			—			0.01
	Net income (loss) available to common shareholders		$	(0.02	)	$	0.22		$	0.37		$	0.35
Basic weighted average shares outstanding				16,822			14,470			16,814			13,155
Diluted weighted average shares outstanding				17,026			14,670			17,019			13,330
Comprehensive Income
Net income			$	1,307		$	3,846		$	9,410		$	6,479
Other comprehensive income:
	Unrealized gains (losses) on interest rate swaps			(180	)		984			910			1,019
Comprehensive income			$	1,127		$	4,830		$	10,320		$	7,498

See notes to consolidated financial statements.

3

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)

								Accumulated
				Common		Additional		Other			Cumulative			Total
		Preferred		Stock Par		Paid-In		Comprehensive			Earnings/			Shareholders’
		Stock		Value		Capital		Loss			Distributions			Equity
Balance, January 1, 2004		$	23,804	$	167	$	342,127	$	(1,098	)	$	(69,306	)	$	295,694
	Cash distributions declared											(21,195	)		(21,195	)
	Preferred shares dividends declared											(3,150	)		(3,150	)
	Stock options exercised				1		468								469
	Issuance of Series C Preferred Shares		51,771												51,771
	Net income and comprehensive income								910			9,410			10,320
Balance, September 30, 2004		$	75,575	$	168	$	342,595	$	(188	)	$	(84,241	)	$	333,909

See notes to consolidated financial statements.

4

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

				For the Nine Months
				Ended September 30,
				2004			2003
Cash Flows from Operating Activities:
	Net income			$	9,410		$	6,479
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			20,036			16,455
		Amortization of deferred financing costs			876			722
		Write-off of straight line rent receivable			—			2,982
		Loss (Gain) on sale of real estate assets			(231	)		436
		Earnings from unconsolidated entities			(141	)		(204	)
		Impairment of investment in unconsolidated entity			4,775			—
		Minority interest, continuing operations			1,656			1,475
		Minority interest, discontinued operations			2			—
		Changes in assets and liabilities that provided (used) cash:
			Accounts receivable		(2,301	)		(1,598	)
			Other assets		(4,181	)		(1,939	)
			Accounts payable and accrued expenses		5,201			2,705
Net Cash Provided by Operating Activities					35,102			27,513
Cash Flows from Investing Activities:
	Real estate developed or acquired, net of liabilities assumed				(93,616	)		(70,238	)
	Investment in unconsolidated entities				(100	)		—
	Proceeds from sales of real estate				15,478			10,110
	Distributions received from unconsolidated entities				486			516
Net Cash Used in Investing Activities					(77,752	)		(59,612	)
Cash Flows from Financing Activities:
	Cash distributions to shareholders				(21,184	)		(16,394	)
	Cash distributions to operating partnership unit holders				(3,690	)		(3,692	)
	Cash dividends paid on preferred shares				(2,080	)		(1,188	)
	Repayment of unsecured revolving credit facility				(18,650	)		(32,300	)
	Principal repayments on mortgages payable				(48,669	)		(28,793	)
	Repayment of Credit Facility				(19,050	)		(7,848	)
	Payment of deferred financing costs				(2,662	)		(651	)
	Net proceeds from issuance of common shares				—			50,646
	Net proceeds from issuance of preferred shares				51,771			—
	Proceeds from mortgages payable				34,700			23,144
	Borrowings on Credit Facility				50,350			8,098
	Borrowings on unsecured revolving credit facility				18,650			45,000
	Borrowings on Construction Loan				—			1,048
	Proceeds from exercise of stock options				469			1,188
Net Cash Provided by Financing Activities					39,955			38,258
Net Increase in Cash and Cash Equivalents					(2,695	)		6,159
Cash and Cash Equivalents, Beginning of Period					19,883			9,974
Cash and Cash Equivalents, End of Period				$	17,188		$	16,133
Supplemental Disclosures of Cash Flow Information:
	Cash paid for interest during the period			$	24,045		$	21,767
Supplemental Disclosures of Noncash Items:
	Assumed debt of acquired property			$	136,919		$	31,861
	Increase in note receivable from joint venture				256			—
	Increase in fair value of interest rate swaps				910			1,019

See notes to consolidated financial statements.

5

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

1.     Basis of Presentation

      The accompanying interim financial statements and related notes of Ramco-Gershenson Properties Trust (the “Company”) are unaudited; however, they have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting, the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules. The unaudited interim financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results for interim periods are not necessarily indicative of the results for a full year.

      Certain reclassifications have been made to the 2003 financial statements to conform to the 2004 presentation.

2.     Recent Accounting Pronouncements

      Consolidation of Variable Interest Entities — In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities.” This Interpretation was revised in December 2003 (“Fin 46(R)”). The objective of this Interpretation is to provide guidance on how to identify a variable interest entity (“VIE”) and determine when the assets, liabilities, non-controlling interests, and results of operations of a VIE need to be included in a company’s consolidated financial statements. A company that holds variable interests in an entity will need to consolidate the entity if the company’s interest in the VIE is such that the company will absorb a majority of the VIE’s expected losses and/or receive a majority of the entity’s expected residual returns, if they occur. FIN 46(R) also requires additional disclosure by primary beneficiaries and other significant variable interest holders. The disclosure provisions of this Interpretation became effective upon issuance in January 2003. The consolidation requirements of this Interpretation applied immediately to VIEs created after January 31, 2003 and no later than the first fiscal year or interim period ending after March 15, 2004 for public companies with non-special purpose entities that were created prior to February 1, 2003. The consolidation requirements of this Interpretation were applicable to special purpose entities no later than the end of the first fiscal year or interim period ending after December 15, 2003.

      We evaluated all of our joint venture relationships and determined that either the entities are not VIEs or we concluded that we are not considered to be the primary beneficiary or we do not hold a significant variable interest.

      Computation of Earnings per Share — In March 2004, the Emerging Issues Task Force (“EITF”) reached a final consensus regarding Issue 03-6 (“Issue 03-6”), “Participating Securities and the Two-Class Method under FAS 128”. The issue addresses a number of questions regarding the computation of earnings per share (“EPS”) by companies that have issued securities other than common stock that participate in dividends and earnings of the issuing entity. Such securities are contractually entitled to receive dividends when and if the entity declares dividends on common stock. The issue also provided further guidance in applying the two-class method of calculating EPS once it is determined that a security is participating. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participating rights in undistributed earnings. This consensus is effective for the period ended June 30, 2004 and should be applied by restating previously reported EPS. Issue 03-6 had no impact on our consolidated financial statements.

6

3.     Impairment of Investment in Unconsolidated Entity

      Prior to 1999, we completed significant predevelopment work such as optioning land, obtaining governmental entitlements, negotiating leases with several anchor tenants and developed a preliminary site plan to build and own a lifestyle shopping center in Novi, Michigan. During 1999, we contributed our predevelopment expenditures, at cost, for a 10% interest in a new joint venture entity, PLC Novi West Development (PLC Novi). This investment was accounted for on the equity method. In reporting periods prior to August, 2004, based on projections provided by our joint venture partner, and other information available to us, we estimated our investment, which had a carrying value of approximately $5.0 million, would be recoverable from future cash flows. In August 2004, we were informed by our partner that they were not extending the construction loan with the bank, and were requesting a reduction of the principal due under the loan. Later that month, based on our assessment of probable outcomes and to preserve relations with our lenders, we sold our interest to a third party investor for $25 and incurred a $4,775 impairment loss. Subsequent to our sale we learned that PLC Novi filed for Chapter 11 bankruptcy protection. We believe we have no further liabilities with respect to this investment.

4.     Accounts Receivable — Net

      Accounts receivable at September 30, 2004 and December 31, 2003 included $3,390 and $5,180, respectively, due from Atlantic Realty Trust (“Atlantic”) for reimbursement of tax deficiencies and interest related to the Internal Revenue Service (“IRS”) examination of our taxable years ended December 31, 1991 through 1995. Under terms of the Tax Agreement, Atlantic assumed all of our liability for tax and interest arising out of the IRS examination. See Note 12.

      Accounts receivable include $12,392 and $11,857 of unbilled straight-line rent receivables at September 30, 2004 and December 31, 2003, respectively.

      We provide for bad debt expense based upon the reserve method of accounting. We continuously monitor the collectibility of our accounts receivable (billed, unbilled and straight-line) from specific tenants, analyze historical bad debts, customer credit worthiness, current economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. When tenants are in bankruptcy, we make estimates of the expected recovery of pre-petition and post-petition claims. The ultimate resolution of these claims can exceed one year. Accounts receivable in the accompanying balance sheet is shown net of an allowance for doubtful accounts of $1,043 and $873 at September 30, 2004 and December 31, 2003, respectively.

5.     Investment in Real Estate

      Investment in real estate consists of the following:

	September 30, 2004			December 31, 2003
Land	$	118,347		$	108,170
Buildings and improvements		907,406			702,501
Construction in progress		18,668			20,122
		1,044,421			830,793
Less: accumulated depreciation		(108,733	)		(94,040	)
Investment in real estate — net	$	935,688		$	736,753

      Depreciation expense for the nine months ended September 30, 2004 and 2003 was $16,207 and $13,437 respectively.

6.     Property Acquisitions and Dispositions

      We acquired five properties during the first nine months of 2004 for approximately $200,400, including the assumption of approximately $126,500 of mortgage indebtedness. All acquisitions completed through

7

September 30, 2004 were accounted for utilizing the purchase method of accounting and accordingly, the results of operations of these properties, are included in our consolidated financial statements from the respective dates of acquisition. The purchase price for all property acquisitions are subject to certain prorations and adjustments. We have initially allocated the purchase price of acquired property between land, building and other identifiable debit and credit intangibles such as amounts related to in-place leases and acquired below-market leases. We are in the process of gathering certain information to finalize the purchase price allocations.

      In connection with these acquisitions, we have initially allocated $8,317 to intangible assets. Of this amount, approximately $5,653 was attributable to in place leases, principally lease origination costs, such as legal fees and leasing commissions, and $2,664 was attributable to above-market leases. Included in accrued expenses are the credit intangibles related to below-market leases of $1,578 associated with the properties acquired in 2004 and an adjustment to increase debt to fair market value in the amount of $3,885. These lease-related intangible assets and liabilities are being amortized over the terms of the acquired leases which resulted in additional expense of approximately $61 for the nine months ended September 30, 2004. The fair market value adjustment of debt decreased interest expense by $317 for the nine months ended September 30, 2004. Due to existing contacts and relationships with tenants at our currently owned properties, no value has been ascribed to tenant relationships at the acquired properties.

					Purchase		Debt
Acquisition Date	Property Name		Property Location		Price		Assumed
January 2004		Merchants’ Square		Carmel, IN	$	37,300	$	23,100
August 2004		Promenade at Pleasant Hill		Duluth, GA		24,500		13,800
August 2004		Centre at Woodstock		Woodstock, GA		12,000		5,800
September 2004		Mission Bay Plaza		Boca Raton, FL		60,800		40,500
September 2004		Plaza at Delray		Delray Beach, FL		65,800		43,300

      We have determined that the acquisitions of Mission Bay Plaza and Plaza at Delray shopping centers are significant property acquisitions. As a result, the following unaudited supplemental pro forma operating data is presented for the three months and nine months ended September 30, 2004 and 2003 as if the acquisitions of Mission Bay Plaza and Plaza at Delray shopping centers occurred on January 1, 2004. We are unable to obtain sufficient information from the seller of these properties to present the pro forma operating data for comparable periods in 2003.

      The unaudited supplemental pro forma operating data is not necessarily indicative of what our actual results of operations would have been assuming the transactions had been completed as set forth above, nor do they purport to represent our results of operations for future periods. The pro forma adjustments relating to the acquisitions of the two properties are based on our preliminary purchase price allocation and certain estimates.

8

Therefore, the amounts included in the pro forma adjustments are preliminary and could change. There can be no assurance that the final adjustments will not be materially different from those included herein.

		For the			For the
		Three Months Ended			Nine Months Ended
		September 30, 2004			September 30, 2004
Pro forma total revenues		$	36,070		$	103,417
Pro forma income from continuing operations		$	1,511		$	10,060
Pro forma income from discontinued operations		$	—		$	15
Pro forma net income (loss) available to common shareholders		$	(153	)	$	6,925
Pro forma basic earnings per share:
	Income (Loss) from continuing operations	$	(0.01	)	$	0.41
	Income from discontinued operations		—			—
	Net income (loss) available to common shareholders	$	(0.01	)	$	0.41
Pro forma diluted earnings per share:
	Income (Loss) from continuing operations	$	(0.01	)	$	0.41
	Income from discontinued operations		—			—
	Net income (loss) available to common shareholders	$	(0.01	)	$	0.41

      In December 2003, we sold Ferndale Plaza shopping center and included its operations in income from discontinued operations in the Consolidated Statements of Income for the three months and nine months ended September 30, 2003. During 2004, we recognized $15 of percentage rent revenues, net of minority interest, from this center, which are included in income from discontinued operations for the nine months ended September 30, 2004.

      During June 2004, we sold land and a building at our Auburn Mile shopping center to an existing tenant. In addition, at our Cox Creek shopping center, we sold a portion of the existing shopping center and land located immediately adjacent to the center in June 2004 to a retailer that will construct its own store. In August 2004, we sold a portion of land located adjacent to our Crossroads Centre to a retailer that will construct its own store. The sale of these parcels resulted in a net gain of $231. Because these assets do not represent “components” of our business, as defined in the accounting literature, the operations and gain on sale are not included in discontinued operations.

7.     Equity Investments in Unconsolidated Entities

      In March 2004, we formed Beacon Square Development LLC (“Beacon Square”) and invested $50 for a 10% interest in Beacon Square and an unrelated party contributed capital of $450 for a 90% interest. We also transferred land and certain improvements to the joint venture for an amount equal to our cost and received a note receivable in the same amount. In June 2004, Beacon Square obtained a variable rate construction loan from a financial institution, in an amount not to exceed $6,800, which loan is due in August 2007. The joint venture also has mezzanine fixed rate debt from a financial institution, in the amount of $1.3 million, due August 2007. Beacon Square has an investment in real estate assets of approximately $5.4 million and current liabilities of $1.4 million, as of September 30, 2004.

      We do not have a controlling interest in Beacon Square, and we record our 10% proportional share of the joint venture’s operating results using the equity method. Under the terms of an agreement with Beacon Square, we are responsible for the predevelopment, construction, leasing and management of the project, for which we earned a predevelopment fee of $125 and management fees of $279 as of September 30, 2004. Our maximum exposure to loss is our investment of $50 and any unpaid management fees as of September 30, 2004.

9

      We determined that Beacon Square is a variable interest entity, as defined in FIN 46R, but we are not the primary beneficiary, and, accordingly, have not consolidated Beacon Square in the accompanying financial statements.

      In June 2004, we formed Ramco Gaines LLC (“Gaines”) and invested $50 for a 10% interest in Gaines, and an unrelated party contributed $450 for a 90% interest. We also transferred land and certain improvements to the joint venture for an amount equal to our cost and received a note receivable in the same amount. Prior to September 30, 2004 we had substantial continuing involvement in the property, and accordingly, we consolidated Gaines in our June 30, 2004 financial statements. In September 2004, due to changes in the joint venture agreement and financing arrangements, we do not have substantial continuing involvement and accordingly account for the investment on the equity method. This entity is developing a shopping center located in Gaines Township, Michigan. Gaines has an investment in real estate assets of approximately $4.3 million, and current liabilities of $2.3 million, as of September 30, 2004. In September 2004, Gaines obtained a variable rate construction loan from a financial institution, in an amount not to exceed $8,025, which loan is due in September 2007.

      Under the terms of an agreement with Gaines, we are responsible for the predevelopment, construction, leasing and management of the project, for which we earned a predevelopment fee of $250 and management fees of $991 as of September 30, 2004. Our maximum exposure to loss is our investment of $50 and any unpaid management fees at as of September 30, 2004.

      On May 14, 2004, we acquired an additional 27.9 % interest in 28th Street Kentwood Associates for $1,300 in cash, increasing our ownership interest in this entity to 77.9%. The share of net income for the period January 1, 2004 through May 13, 2004 which relates to our 50% interest is included in earnings from unconsolidated entities in the Consolidated Statements of Income. The additional investment in 28th Street Kentwood Associates resulted in this entity being consolidated as of May 14, 2004.

8.     Other Assets

      Other assets consist of the following:

	September 30, 2004			December 31, 2003
Leasing costs	$	20,239		$	21,949
Prepaid expenses and other		16,146			13,529
Deferred financing costs		12,714			10,052
Intangible assets		8,685			3,015
		57,784			48,545
Less: accumulated amortization		(22,012	)		(21,348	)
		35,772			27,197
Proposed development and acquisition costs		3,482			3,477
Other assets — net	$	39,254		$	30,674

      Intangible assets at September 30, 2004 include $5,653 of lease origination costs and $2,664 of favorable leases related to the allocation of the purchase prices for acquisitions made in 2004 and 2003. These assets are being amortized over the life of the applicable leases.

      Amortization expense for the nine months ended September 30, 2004 and 2003 was $4,705 and $3,018, respectively.

10

      The weighted–average amortization period for intangible assets attributable to lease origination costs is 7.4 years and 6.7 years for favorable leases. The following table represents estimated aggregate amortization expense related to intangible assets as of September 30, 2004:

Year Ended December 31,
2004 (October 1 — December 31)		$	276
2005			1,104
2006			1,027
2007			833
2008			724
Thereafter			3,387
	Total	$	7,351

9.     Mortgages and Notes Payable

      Mortgages and notes payable consist of the following:

	September 30, 2004		December 31, 2003
Fixed rate mortgages with interest rates ranging from 4.76% to 8.81%, due at various dates through 2018	$	496,748	$	330,776
Floating rate mortgages at 75% of the rate of long-term Capital A rated utility bonds, due January 1, 2010 plus supplemental interest to equal LIBOR plus 200 basis points, if applicable. The effective rate at September 30, 2004 was 4.64% and at December 31,2003 was 4.38%		5,560		5,830
Floating rate mortgage, with an interest rate at prime or LIBOR plus 200 basis points, paid in full in June 2004		—		21,000
Construction loan financing, with an interest rate at LIBOR plus 175 basis points, paid in full in June 2004		—		21,752
Unsecured Revolving Credit Facility, with an interest rate at LIBOR plus 325 to 375 basis points over LIBOR, due December 2005, maximum borrowings of $40,000, zero balance outstanding		—		—
Secured Revolving Credit Facility, with an interest rate at LIBOR plus 150 to 200 basis points, due December 2005, maximum available borrowings of $125,000. The effective rate at September 30, 2004 was 4.24% and at December 31, 2003 was 4.98%		106,300		75,000
	$	608,608	$	454,358

      The mortgage notes and construction loans are secured by mortgages on properties that have an approximate net book value of $745,302 as of September 30, 2004. The Secured Revolving Credit Facility is secured by mortgages on various properties that have an approximate net book value of $154,031 as of September 30, 2004.

      Borrowings under the $125,000 Secured Revolving Credit Facility bear interest between 150 and 200 basis points over LIBOR depending on certain ratios. Using 175 basis points over LIBOR at September 30, 2004, the effective interest rate was 4.2%, including the impact of interest rate swap agreements covering $75.0 million of this variable rate debt.

Borrowing under the Unsecured Revolving Credit Facility bears interest between 325 and 375 basis points over LIBOR depending on certain debt ratios. At September 30, 2004, we had no outstanding borrowings under this Credit Facility.

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      In April 2004, we entered into two fixed rate mortgage loans amounting to $34,700, secured by two properties. These mortgage notes payable bear interest at 5.4% and are due May 2014. The new debt replaced $20,145 of previously variable rate loans.

      At September 30, 2004, outstanding letters of credit issued under the Secured Revolving Credit Facility, not reflected in the accompanying consolidated balance sheet, totaled approximately $2,210. At September 30, 2004, we also had other letters of credit outstanding of approximately $3,267. At September 30, 2004, we had no outstanding borrowings under any of our letters of credit.

      The Secured Revolving Credit Facility and the Unsecured Revolving Credit Facility contain financial covenants relating to loan to asset value, minimum operating coverage ratios, and a minimum equity value. As of September 30, 2004, we were in compliance with the covenant terms.

      The mortgage loans (other than our Secured Revolving Credit Facility) encumbering our properties, including properties held by our unconsolidated joint ventures, are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain of such events, such as fraud or filing of a bankruptcy petition by the borrower, we would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses.

      Under terms of certain debt agreements, we are required to maintain interest rate swap agreements to reduce the impact of changes in interest rate on our floating rate debt. We have interest rate swap agreements with an aggregate notional amount of $75.0 million at September 30, 2004. Based on rates in effect at September 30, 2004, the agreements for notional amounts aggregating $75.0 million provide for fixed rates ranging from 4.4% to 4.7% and expire at various dates through December 2005. We are exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements, however we do not anticipate non-performance by the counter party.

      The following table presents scheduled principal payments on mortgages and notes payable as of September 30, 2004:

Year Ended December 31,
2004 (October 1 — December 31)		$	1,857
2005			115,562
2006			105,570
2007			62,214
2008			103,229
Thereafter			220,176
	Total	$	608,608

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10.     Earnings Per Share

      The following table set forth the computation of basic and diluted earnings per share (“EPS”) (in thousands, except per share data):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Numerator:
Net Income	$	1,307		$	3,846		$	9,410		$	6,479
Preferred stock dividends		(1,664	)		(594	)		(3,150	)		(1,782	)
Income (Loss) available to common shareholders for basic and diluted EPS	$	(357	)	$	3,252		$	6,260		$	4,697
Denominator:
Weighted-average common shares for basic EPS		16,822			14,470			16,814			13,155
Effect of dilutive securities:
Options outstanding		204			200			205			175
Weighted-average common shares for diluted EPS		17,026			14,670			17,019			13,330
Basic EPS	$	(0.02	)	$	0.22		$	0.37		$	0.36
Diluted EPS	$	(0.02	)	$	0.22		$	0.37		$	0.35

11.     Leases

      Approximate future minimum rentals under noncancelable operating leases in effect at September 30, 2004, assuming no new or renegotiated leases nor option extensions on lease agreements, are as follows:

Year Ended December 31,
2004 (October 1 — December 31)		$	24,094
2005			93,020
2006			84,523
2007			75,490
2008			65,112
Thereafter			358,849
	Total	$	701,088

      We relocated our corporate offices during the third quarter of 2004 and have entered into a new ten year operating lease agreement that became effective August 15, 2004. Under terms of the agreement, our annual straight-line rent expense will be approximately $750.

12.     Commitments and Contingencies

      Internal Revenue Service Examination — We have been the subject of an Internal Revenue Service (“IRS”) examination of our taxable years ended December 31, 1991 through 1995 (the “IRS Audit”). On October 29, 2001, the IRS issued an examination report in connection with the IRS Audit wherein they proposed, among other things, to disqualify us as a REIT for the taxable year ended December 31, 1994 (the “IRS Report”). During the third quarter of 1994, we held more than 25% of the value of our total assets in short-term Treasury Bill reverse repurchase agreements, which could be viewed as non-qualifying assets for purposes of determining whether we qualify to be taxed as a REIT. We filed a formal protest with respect to the IRS Report on November 29, 2001, and subsequently participated in numerous meetings with the IRS

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appellate conferee. On December 4, 2003, we reached an agreement with the IRS with respect to the IRS Audit (the “Closing Agreement”).

      Pursuant to the terms of the Closing Agreement (i) our “REIT taxable income” was adjusted for each of the taxable years ended December 31, 1991, 1992, and 1993; (ii) our election to be taxed as a REIT was terminated for the taxable year ended December 31, 1994; (iii) we were not permitted to reelect REIT status for the taxable year ended December 31, 1995; (iv) we were permitted to reelect REIT status for taxable years beginning on or after January 1, 1996; (v) our timely filing of IRS Form 1120-REIT for the taxable year ended December 31, 1996 was treated, for all purposes of the Internal Revenue Code (the “Code”), as an election to be taxed as a REIT; (vi) the provisions of the Closing Agreement were expressly contingent upon our payment of “deficiency dividends” (that is, our declaration and payment of a distribution that is permitted to relate back to the year for which the IRS determines a deficiency in order to satisfy the requirement for REIT qualification that we distribute a certain minimum amount of our “REIT taxable income” for such year) in amounts not less than $1,387 and $809 for our 1992 and 1993 taxable years respectively; (vii) we consented to the assessment and collection, by the IRS, of $770 in tax deficiencies; (viii) we consented to the assessment and collection, by the IRS, of interest on such tax deficiencies and deficiency dividends; and (ix) we agreed that no penalties or other “additions to tax” would be asserted with respect to any adjustments to taxable income required pursuant to the Closing Agreement.

      As a consequence of losing our REIT status for the taxable year ended December 31, 1994, and reelecting REIT status for the taxable year which began January 1, 1996, we became subject to certain Treasury Regulations applicable to corporations qualifying as a REIT after being subject to tax under subchapter C of the Internal Revenue Code. Under these Treasury Regulations, a corporation which owns an asset on the day before, as well as the day of, the corporation’s qualification as a REIT recognizes gain (subject to tax at the highest corporate income tax rate) as of the day before such qualification in an amount equal to the excess of (1) the fair market value of such assets on such date over (2) the corporation’s adjusted basis in such assets on such date. In lieu of this treatment, the corporation may elect, in respect of any asset it held on the day before, as well as on the first day, it qualified as a REIT, to recognize, on any taxable disposition of such asset during the ten-year period beginning on such date, gain which, to the extent of the excess of (1) the fair market value of the asset as of the beginning of such ten-year period over (2) the corporation’s adjusted basis in such asset as of the beginning of such ten-year period, is subject to tax at the highest corporate income tax rate.

      An exception to the Treasury Regulations described in the preceding paragraph applies to any re-election as a REIT by a corporation that, (1) immediately prior to qualifying as a REIT, was taxed as a subchapter C corporation for a period not exceeding two taxable years, and (2) immediately prior to being subject to tax as a subchapter C corporation, was taxed as a REIT for a period of at least one taxable year. Because we meet the requirements for this exception to apply, the rules in the Treasury Regulations do not apply to us.

      In addition, because we lost our REIT status for the taxable year ended December 31, 1994, and reelected REIT status for the taxable year which began January 1, 1996, we were required to have distributed to our shareholders by the close of the taxable year which began January 1, 1996, any earnings and profits we accumulated as a subchapter C corporation for the taxable years ended December 31, 1994 and 1995. Because we did not accumulate (but rather distributed) any profits we earned during the taxable years ended December 31, 1994 and 1995, we did not have any accumulated earnings and profits that we were required to distribute by the close of the taxable year which began January 1, 1996.

      In connection with the incorporation and distribution of all of the shares of Atlantic Realty Trust (“Atlantic”) in May 1996, we entered into a tax agreement with Atlantic under which Atlantic assumed all of our tax liabilities arising out of the IRS’ then ongoing examination (which included, but is not otherwise limited to, the IRS Audit), excluding any tax liability relating to any actions or events occurring, or any tax return position taken after May 10, 1996, but including liabilities for additions to tax, interest, penalties and costs relating to covered taxes (the “Tax Agreement”). In addition, the Tax Agreement provides that, to the extent any tax which Atlantic is obligated to pay under the Tax Agreement can be avoided through the

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declaration of a “deficiency dividend”, we will make, and Atlantic will reimburse us for the amount of such deficiency dividend.

      On December 15, 2003, our Board of Trustees declared a cash dividend in the amount of $2,200, payable on January 20, 2004, to common shareholders of record on December 31, 2003. Immediately following the payment of such dividend, we timely filed IRS Form 976, Claim for Deficiency Dividends Deductions by a Real Estate Investment Trust, claiming deductions in the amount of $1,387 and $809 for our 1992 and 1993 taxable years respectively. Our payment of the deficiency dividend was both consistent with the terms of the Closing Agreement and necessary to retain our status as a REIT for each of the taxable years ended December 31, 1992 and 1993. On January 21, 2004, pursuant to the Tax Agreement, Atlantic reimbursed us $2,200 in recognition of our payment of the deficiency dividend.

      In the notes to the consolidated financial statements of Atlantic’s most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission for the quarter ended June 30, 2004, Atlantic has disclosed its liability under the Tax Agreement for the tax deficiencies, deficiency dividend, and interest reflected in the Closing Agreement. As discussed above, on January 21, 2004, Atlantic reimbursed us $2,200 in recognition of our payment of the deficiency dividend. Atlantic has also paid all other amounts, on behalf of the Company, assessed by the IRS to date. The IRS is currently conducting an examination of us for the taxable years ended December 31, 1996 and 1997, and of one of our subsidiary partnerships for the taxable years ended December 31, 1997, 1998, and 1999 (the “IRS Examination”).

      Certain tax deficiencies, interest, and penalties, which may be assessed against us in connection with the IRS Audit and the IRS Examination, may constitute covered items under the Tax Agreement. We expect to be reimbursed for covered items under the Tax Agreement, but there can be no assurance that we will receive payment from Atlantic or that Atlantic will have sufficient assets to reimburse us for all amounts we must pay to the IRS with respect to such covered items, and we would be required to pay the difference out of our own funds. According to the quarterly report on Form 10-Q filed by Atlantic for its quarter ended June 30, 2004, Atlantic had net assets of approximately $56.8 million (as determined pursuant to the liquidation basis of accounting). The IRS may also assess taxes against us that Atlantic is not required to pay. Accordingly, the ultimate resolution of any tax liabilities arising pursuant to the IRS Audit and the IRS Examination may have a material adverse effect on our financial position, results of operations and cash flows.

      Construction Costs — In connection with the development and expansion of various shopping centers as of September 30, 2004, we have entered into agreements for construction costs of approximately $9,944.

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Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

      The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements, including the respective notes thereto which are included in this Form 10-Q.

Overview

      We are a fully integrated, self-administered, publicly-traded real estate investment trust which owns, develops, acquires, manages and leases community shopping centers, single tenant retail properties and one regional mall, in the midwestern, southeastern and mid-Atlantic regions of the United States. At September 30, 2004, our portfolio consisted of 70 shopping centers, of which thirteen are power centers and two are single tenant properties, as well as one enclosed regional mall, totaling approximately 15.0 million square feet of gross leasable area.

      Our corporate strategy is to maximize total return for our shareholders by improving operating income and enhancing asset value. We pursue our goal through:

•  A proactive approach to redeveloping, renovating and expanding our shopping centers.

•  The acquisition of community shopping centers, with a focus on grocery and nationally-recognized discount department store anchor tenants.

•  The development of new shopping centers in metropolitan markets where we believe demand for a center exists.

•  A proactive approach to leasing vacant spaces and entering into new leases for occupied spaces where leases are about to expire.

      We have followed a disciplined approach to managing our operations by focusing primarily on enhancing the value of our existing portfolio through strategic sales and successful leasing efforts and by improving our capital structure during the last twelve months through the refinancing of a portion of our variable rate debt with long-term fixed rate debt and two public equity offerings. We continue to selectively pursue new acquisitions and development opportunities.

Critical Accounting Policies and Estimates

      Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of the Board of Trustees. Actual results could differ from these estimates under different assumptions or conditions.

      An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that are reasonably likely to occur could materially impact the financial statements. No material changes have occurred during the fiscal quarter ended September 30, 2004, to our critical accounting policies.

Liquidity and Capital Resources

      The principal uses of our liquidity and capital resources are for operations, acquisitions, development, redevelopment, including expansion and renovation programs, and debt repayment, as well as dividend payments in accordance with real estate investment trust (“REIT”) requirements. We anticipate that cash on

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hand, borrowings under our existing credit facilities, as well as other debt and additional equity offerings, will provide the necessary capital to achieve continued growth.

      We generated $35.1 million in cash flows from operating activities and $40.0 million from financing activities for the nine months ended September 30, 2004. Real estate developed or acquired used $93.6 million during 2004. During 2004, we issued 1,889,000 preferred shares and received net proceeds of $51.8 million. During the nine months ended September 30, 2004, we repaid $48.7 million of mortgage obligations and paid $27.0 million in cash distributions to common and preferred shareholders and holders of operating partnership units.

      At September 30, 2004, our market capitalization amounted to $1.2 billion. Market capitalization consisted of $608.6 million of debt, $25.0 million of Series B Preferred Shares, $53.8 million of Series C Preferred Shares, and $534.9 million of Common Shares and Operating Partnership Units at market value. Our debt to total market capitalization was 49.8% at September 30, 2004, as compared to 43.7% at December 31, 2003. After taking into account the impact of converting our variable rate debt into fixed rate debt by use of the interest rate swap agreements, our outstanding debt at September 30, 2004, had a weighted average interest rate of 6.3%, and consisted of $571.8 million of fixed rate debt and $36.9 million of variable rate debt.

      Our $125.0 million secured revolving credit facility bears interest between 150 and 200 basis points over LIBOR depending on certain of our leverage ratios. Using 175 basis points over LIBOR at September 30, 2004, the effective interest rate was 4.2%, including the impact of interest rate swap agreements. The credit facility is due in December 2005.

      Our unsecured revolving credit facility bears interest between 325 and 375 basis points over LIBOR depending on certain debt ratios. The credit facility is due in December 2005.

      In April 2004, we entered into two fixed rate mortgage loans amounting to $34.7 million, secured by two properties. These mortgage notes payable bear interest at 5.4% and are due May 2014. The new debt replaced $20.1 million of variable rate loans.

      Outstanding letters of credit issued under our secured revolving credit facility, not reflected in the accompanying consolidated balance sheet, total approximately $2.2 million. At September 30, 2004, we also had other letters of credit outstanding of approximately $3.3 million.

      Under terms of various debt agreements, we are required to maintain interest rate swap agreements to reduce the impact of changes in interest rate on our floating rate debt. We have interest rate swap agreements with an aggregate notional amount of $75.0 million at September 30, 2004. Based on rates in effect at September 30, 2004, the agreements for notional amounts aggregating $75.0 million provide for fixed rates ranging from 4.4% to 4.7% and expire at various dates through December 2005. We are exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements, however we do not anticipate non-performance by the counter party.

      After taking into account the impact of converting our variable rate debt into fixed rate debt by use of the interest rate swap agreements, at September 30, 2004, our variable rate debt accounted for approximately $36.9 million of outstanding debt with a weighted average interest rate of 3.8%. Variable rate debt accounted for approximately 6.1% of our total debt and 3.0% of our total capitalization.

      The properties in which Ramco-Gershenson Properties, L.P. (the “Operating Partnership”) owns an interest and which are accounted for on the equity method of accounting are subject to non-recourse mortgage indebtedness. At September 30, 2004, our pro rata share of non-recourse mortgage debt on the unconsolidated properties (accounted for on the equity method) was $10.2 million with a weighted average interest rate of 7.6%. Fixed rate debt amounted to $9.6 million, or 94.1%, of our pro rata share.

      The mortgage loans (other than our secured revolving credit facility) encumbering our properties, including properties held by our unconsolidated joint ventures, are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or a material misrepresentation, misstatement or omission by the

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borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain of such events, such as fraud or filing of a bankruptcy petition by the borrower, we would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses.

Capitalization

      Our capital structure at September 30, 2004, included property-specific mortgages, our unsecured revolving credit facility, our secured revolving credit facility, our Series B Preferred Shares, our Series C Preferred Shares, our Common Shares and the minority interest in the Operating Partnership. At September 30, 2004, the minority interest in the Operating Partnership represented a 14.8% ownership in the Operating Partnership which, may under certain conditions, be exchanged for an aggregate of 2,929,000 Common Shares.

      As of September 30, 2004, the units in our Operating Partnership (“OP Units”) were exchangeable for our Common Shares on a one-for-one basis. We, as sole general partner of the Operating Partnership, have the option, but not the obligation, to settle exchanged OP Units held by others in cash based on the current trading price of our Common Shares. Assuming the exchange of all limited partnership interests in the Operating Partnership, there would have been 19,751,103 of our common shares outstanding at September 30, 2004, with a market value of approximately $534.9 million (based on the closing price of $27.08 per share on September 30, 2004).

      As part of our business plan to improve our capital structure and reduce debt, we will continue to pursue the strategy of selling fully-valued properties and to dispose of shopping centers that no longer meet the criteria established for our portfolio. Our ability to obtain acceptable selling prices and satisfactory terms will impact the timing of future sales. Net proceeds from the sale of properties are expected to reduce outstanding debt and to fund any future acquisitions.

      We anticipate that the combination of the availability under our two credit facilities, possible equity offerings, the sale of existing properties, and potential new debt will satisfy our expected working capital requirements through at least the next 12 months. We anticipate adequate liquidity for the foreseeable future to fund future developments, expansions, repositioning, and to continue currently planned capital programs, and to make distributions to our shareholders in accordance with the Code’s requirements applicable to REITs. Although we believe that the combination of factors discussed above will provide sufficient liquidity, no such assurance can be given.

Comparison of Nine Months Ended September 30, 2004 to Nine Months Ended September 30, 2003

      We made six acquisitions during 2003 and five acquisitions in 2004. In addition, we increased our partnership interest in 28th Street Kentwood Associates, which is now included in the consolidated financial statements. These twelve properties are included as “Acquisitions” in the following discussion.

      Total revenues for the nine months ended September 30, 2004, were $95.5 million, a $16.3 million increase over the comparable period in 2003. Minimum rents increased $12.5 million, to $66.1 million for the nine months ended September 30, 2004 when compared to the same period in 2003. Acquisitions contributed $10.7 million of the increase in minimum rents for the nine months ended September 30, 2004.

      Recoveries from tenants for the nine months ended September 30, 2004, were $24.8 million, a $3.6 million increase over the comparable period in 2003. Acquisitions contributed $3.5 million of the increase in recoveries for the nine months ended September 30, 2004. The overall recovery ratio was 95.0% for the nine months ended September 30, 2004, compared to 94.7% for the nine months ended September 30, 2003. We expect the recovery ratio to be approximately 94.0% for the twelve months ended December 31, 2004, compared to 93.1% for 2003. The forecasted increase is primarily related to the estimated completion of various redevelopment projects during 2004.

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      Percentage rents decreased $188,000, from $969,000 for the nine months ended September 30, 2003, to $781,000 for the same period in 2004. Upon lease renewal, we have converted percentage rents for several anchor tenants to fixed minimum rent.

      Fees and management income increased $821,000 from $1.3 million for the nine months ended September 30, 2003, to $2.1 million for the same period in 2004. The increase is primarily due to leasing fees earned from our joint venture, Ramco Gaines, LLC. Other income decreased $431,000 to $1.7 million for the nine months ended September 30, 2004, and the decrease was primarily attributable to lower termination fees earned during the nine months ended September 30, 2004, compared to the same period in 2003 offset by $282,000 of bankruptcy distributions received from Kmart during the nine months ended September 30, 2004.

      Total expenses for the nine months ended September 30, 2004, increased $8.8 million, or 12.4%, to $80.0 million as compared to $71.1 million for the nine months ended September 30, 2003. The increase was due to a $3.8 million increase in total recoverable expenses, including recoverable operating expenses and real estate taxes, a $3.6 million increase in depreciation expense, a $2.4 million increase in interest expense, a $1.9 million increase in general and administrative expenses and a $2.9 million decrease in other operating expenses. Acquisitions accounted for $10.5 million of the increase in total expenses.

      Total recoverable expenses, including real estate taxes, for the nine months ended September 30, 2004, increased by $3.8 million, to $26.1 million as compared to $22.3 million for the nine months ended September 30, 2003. Acquisitions contributed $3.6 million of the increase in total recoverable expenses for the nine months ended September 30, 2004.

      Depreciation and amortization expense increased $3.6 million, or 22.1%, to $20.0 million for the nine months ended September 30, 2004. Depreciation expense related to acquisitions made in 2003 and 2004 contributed $2.8 million of the increase. The balance of the increase is primarily attributable to redevelopment projects completed during 2003.

      Other operating expenses decreased $2.9 million to $1.1 million for the nine months ended September 30, 2004, from $4.0 million for the same period in 2003. The decrease is principally related to a lease assignment made by Kmart Corporation at our Tel-Twelve shopping center that was accounted for as a lease termination in 2003. As a result, the straight line rent receivable of approximately $3.0 million was written off in the second quarter of 2003.

      General and administrative expenses for the nine months ended September 30, 2004, increased $1.9 million to $8.4 million, as compared to $6.5 million for the nine months ended September 30, 2003. The increase is principally attributable to increases in state and local taxes, as well as increased salaries and fringe benefits during the nine months ended September 30, 2004, when compared to the same period in 2003.

      Interest expense increased $2.4 million, or 11.1% to $24.3 million for the nine months ended September 30, 2004, from $21.9 million for the nine months ended September 30, 2003. Average loan balances outstanding increased $62.4 million for the nine months ended September 30, 2004 as compared to 2003. The higher average outstanding debt contributed $3.0 million to the increase in interest expense. Lower interest rates during the nine months ended September 30, 2004, decreased interest expense by $379,000, when compared to the same period in 2003. Interest costs capitalized, in conjunction with development and expansion projects, were $578,000 for the nine months ended September 30, 2004, as compared to $438,000 for the same period in 2003. Increased amortization of debt service and the amortization of premium on debt related to purchase accounting for acquisitions, offset the increase in interest expense by $132,000.

      The increase in minority interest is principally the result of higher income before minority interest for the nine months ended September 30, 2004, when compared to same period in 2003 offset by the impairment of our investment in a joint venture recognized in the third quarter of 2004.

      In December 2003, we sold Ferndale Plaza shopping center, and we have included its operations in income from discontinued operations in the Consolidated Statement of Income for the nine months ended September 30, 2004 and 2003. During 2004, we recognized $15,000 of percentage rent revenues, net of minority interest, from a tenant located at this shopping center.

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Comparison of Three Months Ended September 30, 2004 to Three Months Ended September 30, 2003

      Total revenues for the three months ended September 30, 2004, were $34.0 million, a $6.5 million increase over the comparable period in 2003. Minimum rents increased $4.5 million, to $22.9 million for the three months ended September 30, 2004, when compared to the same period in 2003. Acquisitions contributed $3.9 million of the increase in minimum rents for the three months ended September 30, 2004.

      Recoveries from tenants for the three months ended September 30, 2004, were $8.3 million, a $1.5 million increase over the comparable period in 2003. The increase in recoveries is primarily the result of Acquisitions. The overall recovery ratio was 93.0% for the three months ended September 30, 2004, compared to 91.4% for the three months ended September 30, 2003. We expect the recovery ratio to be approximately 94.0% for the twelve months ended December 31, 2004, compared to 93.1% for 2003. The forecasted increase is primarily related to the estimated completion of various redevelopment projects during 2004.

      Percentage rents increased $85,000, from $213,000 for the three months ended September 30, 2003, to $298,000 for the same quarter in 2004. The increase is primarily the result of a timing difference of percentage rent received by a tenant in the third quarter of 2004 that was received in the second quarter of 2003.

      Fees and management income were $882,000 higher for the three months ended September 30, 2004, when compared to the same quarter in 2003. The increase is primarily due to leasing fees earned from our joint venture, Ramco Gaines, LLC. Other income decreased $449,000 to $944,000 for the three months ended September 30, 2004, and the decrease was primarily attributable lower termination fees earned during the three months ended September 30, 2004.

      Total expenses for the three months ended September 30, 2004, increased $5.2 million, or 22.3%, to $28.3 million as compared to $23.1 million for the three months ended September 30, 2003. The increase was due to a $1.5 million increase in total recoverable expenses, including recoverable operating expenses and real estate taxes, a $1.4 million increase in depreciation expense, a $1.1 million increase in interest expense, a $1.1 million increase in general and administrative expenses and a $17,000 increase in other operating expenses.

      Total recoverable expenses, including real estate taxes, for the three months ended September 30, 2004, increased by $1.5 million, to $9.0 million as compared to $7.5 million for the three months ended September 30, 2003. The increase is attributable primarily to shopping center acquisitions made in 2003 and 2004.

      Depreciation and amortization expense increased $1.4 million, or 24.5%, to $7.1 million for the three months ended September 30, 2004. Depreciation expense related to acquisitions made in 2003 and 2004 contributed $1.0 million of the increase. The balance of the increase is primarily attributable to redevelopment projects completed during 2003.

      Other operating expenses increased $17,000 to $342,000 for the three months ended September 30, 2004, from $325,000 for the same period in 2003.

      General and administrative expenses for the three months ended September 30, 2004, increased $1.1 million to $3.3 million, as compared to $2.2 million for the three months ended September 30, 2003. The increase is principally attributable to increases in state and local taxes, as well as increased salaries and fringe benefits during the three months ended September 30, 2004, when compared to the same period in 2003.

      Interest expense increased $1.1 million, or 14.8%, from $7.4 million for the three months ended September 30, 2003, to $8.5 million for the three months ended September 30, 2004. Average loan balances outstanding increased approximately $80.6 million for the three months ended September 30, 2004 as compared to 2003. The higher average outstanding debt contributed $1.3 million to the increase in interest expense. Interest costs capitalized, in conjunction with development and expansion projects, were $159,000 for the three months ended September 30, 2004, as compared to $184,000 for the same period in 2003. Increased amortization of debt service and the amortization of premium on debt related to purchase accounting for acquisitions, offset the increase in interest expense by $52,000.

20

      The decrease in minority interest is principally the result of lower income before minority interest for the three months ended September 30, 2004 when compared to the same period in 2003.

Economic Conditions

      Substantially all of the leases at our properties provide for tenants to pay their pro rata share of operating expenses, including common area maintenance and real estate taxes. Also, many of our leases provide for periodic increases in base rent which are either of a fixed amount or based on changes in the consumer price index and/or percentage rents (where the tenant pays us rent based on a percentage of its sales). We believe that any inflationary increases in our expenses should be substantially offset by increased expense reimbursements, contractual rent increases and/or increased receipts from percentage rents.

      The retail industry has experienced some financial difficulties during the past few years and certain local, regional and national retailers have filed for protection under bankruptcy laws. If this trend should continue, our future earnings performance could be negatively impacted.

Funds from Operations

      We consider funds from operations, also known as “FFO,” an appropriate supplemental measure of the financial performance of an equity REIT. Under the NAREIT definition, FFO represents income before minority interest, excluding extraordinary items, as defined under accounting principles generally accepted in the United States of America (“GAAP”), gains and losses on sales of depreciable property, plus real estate related depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures. FFO should not be considered an alternative to GAAP net income as an indication of our performance.

      We consider FFO to be a useful measure for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs. However, our computation of FFO may differ from the methodology for calculating FFO utilized by other real estate companies, and therefore, may not be comparable to these other real estate companies. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and real estate investments, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions and many companies utilize different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from depreciable property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, acquisition and development activities and interest costs, which provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. In addition, FFO does not include the cost of capital improvements, including capitalized interest.

      For the reasons described above we believe that FFO provides us and our investors with an important indicator of our operating performance. This measure of performance is used by us for several business purposes and for REITs it provides a recognized measure of performance other than GAAP net income, which may include non-cash items (often large). Other real estate companies may calculate FFO in a different manner.

      We recognize FFO’s limitations when compared to GAAP’s income from continuing operations. FFO does not represent amounts available for needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. We do not use FFO as an indicator of our cash obligations and funding requirement for future commitments, acquisition or development activities. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs, including the payment of dividends. FFO should not be considered as an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO is simply used as an additional indicator of our operating performance.

21

      The following table illustrates the calculation of FFO (in thousands):

			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2004			2003			2004			2003
Net income			$	1,307		$	3,846		$	9,410		$	6,479
Add:
	Depreciation and amortization expense			6,906			5,744			19,848			16,424
	Loss on sale of depreciable property			62			250			1,465			1,617
	Minority interest in partnership:
		Continuing operations		253			775			1,688			1,440
		Discontinued operations		—			9			2			35
Funds from operations				8,528			10,624			32,413			25,995
Less:
	Preferred stock dividends			(1,664	)		(594	)		(3,150	)		(1,782	)
Funds from operations available to common shareholders(1)			$	6,864		$	10,030		$	29,263		$	24,213
Weighted average equivalent shares outstanding(2) Basic				19,751			17,399			19,743			16,085
	Diluted			19,956			17,599			19,949			16,260
Supplemental disclosure:
	Straight-line rental income		$	476		$	330		$	1,628		$	1,367

(1)	Series B preferred shares are not convertible into common shares. Therefore they are excluded from the calculation. Series C preferred shares are convertible into common shares at a conversion price of $28.50 per share. The Series C preferred shares have been excluded from the weighted average equivalent total shares outstanding as they are antidilutive.
(2)	Basic weighted average shares outstanding represents the weighted average total shares outstanding, which includes common shares and assumes the redemption of all Operating Partnership Units for common shares. Diluted weighted average shares outstanding represents the basic weighted average common shares outstanding and the dilutive impact of in-the-money stock options.

Capital Expenditures

      During the nine months ended September 30, 2004, we spent approximately $5.6 million on revenue-generating capital expenditures including tenant allowances, leasing commissions paid to third-party brokers, legal costs relative to lease documents, and capitalized leasing and construction costs. These types of costs generate a return through rents from tenants over the term of their leases. Revenue-enhancing capital expenditures, including expansions, renovations or repositionings, were approximately $12.3 million. Revenue neutral capital expenditures, such as roof and parking lot repairs, which are expenses that are anticipated to be recovered from tenants, amounted to approximately $1.5 million.

Inflation

      Inflation has been relatively low in recent years and has not had a significant detrimental impact on our results of operations. Should inflation rates increase in the future, substantially all of our tenant leases contain provisions designed to partially mitigate the negative impact of inflation. Such lease provisions include clauses that require our tenants to reimburse us for real estate taxes and many of the operating expenses we incur. Also, many of our leases provide for periodic increases in base rent which are either of a fixed amount or based on changes in the consumer price index and/or percentage rents (where the tenant pays us rent based on a

22

percentage of its sales). We believe that any inflationary increases in our expenses should be substantially offset by increased expense reimbursements, contractual rent increases and/or increased receipts from percentage rents. Therefore, we expect the effects of inflation and other changes in prices would not have a material impact on the results of our operations.

Forward Looking Statements

      This Form 10-Q contains forward-looking statements with respect to the operation of certain of our properties. We believe the expectations reflected in the forward-looking statements made in this document are based on reasonable assumptions. Certain factors could occur that might cause actual results to vary. These include general economic conditions, the strength of key industries in the cities in which our properties are located, the performance of tenants at our properties and elsewhere, and other factors discussed in this report and other reports we have filed with the Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      We have exposure to interest rate risk on our variable rate debt obligations. We are not subject to any foreign currency exchange rate risk or commodity price risk, or other material rate or price risks. Based on our debt and interest rates and the interest rate swap agreements in effect at September 30, 2004, a 100 basis point change in interest rates would affect our annual earnings and cash flows by approximately $368,600. We believe that a 100 base point change in interest rates would not have a material impact on the fair value of our total outstanding debt.

      Under terms of various debt agreements, we are required to maintain interest rate swap agreements to reduce the impact of changes in interest rate on our floating rate debt. We have interest rate swap agreements with an aggregate notional amount of $75.0 million at September 30, 2004. Based on rates in effect at September 30, 2004, the agreements for notional amounts aggregating $75.0 million provide for fixed rates ranging from 4.4% to 4.7% and expire at various dates through December 2005. We are exposed to credit loss in the event of non-performance by the counter party to the interest rate swap agreements, however we do not anticipate non-performance by the counter party.

      The following table sets forth information as of September 30, 2004 concerning our long-term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates of maturing amounts and fair market value.

	2004			2005			2006			2007			2008			Thereafter			Total			Fair Value
Fixed-rate debt	$	1,797		$	83,802		$	105,090		$	61,734		$	102,750		$	216,575		$	571,748		$	607,468
Average interest rate		7.48	%		4.78	%		8.22	%		7.08	%		5.36	%		6.50	%		6.43	%		4.38	%
Variable-rate debt	$	60		$	31,760		$	480		$	480		$	480		$	3,600		$	36,860		$	36,860
Average interest rate		4.64	%		3.68	%		4.64	%		4.64	%		4.64	%		4.64	%		3.81	%		3.81	%

      We estimated the fair value of fixed rate mortgages using a discounted cash flow analysis, based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity. Considerable judgment is required to develop estimated fair values of financial instruments. The fair value of our fixed rate debt is greater than the carrying amount, settlement at the reported fair value may not be possible or may not be a prudent management decision. The estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the financial instruments

Item 4. Controls and Procedures

      Our principal executive officer and principal financial officer have evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended (the “Act”), as of the end of the period covered by this report and have determined that such disclosure controls and procedures are effectively designed to ensure that required information disclosed by us in reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

23

PART II — OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No.		Description
	10.68	Contract of Sale and Purchase dated June 29, 2004 between Ramco Development LLC and NWC Glades 441, Inc., Diversified Invest II, LLC and Diversified Invest III, LLC in the amount of $126,000,000 to purchase Mission Bay Plaza and Plaza at Delray shopping centers.
	10.69	Assumption of Liability and Modification Agreement dated August 12, 2004 in the amount of $7,000,000, between Centre at Woodstock, LLC (“Borrower”), Ramco Woodstock LLC (“Purchaser”) and Wells Fargo Bank, N.A. as Trustee for registered holders of First Union Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates Fund Series 1999-C1 (“Lender”).
	10.70	Substitution of Guarantor, dated August 12, 2004 by Ramco-Gershenson Properties, L.P., James C. Wallace, Jr., and Wells Fargo Bank, N.A. as Trustee for registered holders of First Union Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates Fund Series 1999-C1 (“Lender”).
	Ex - 31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	Ex - 31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	Ex - 32.1	Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

(b) Reports On Form 8-K

      Not applicable.

24

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.

RAMCO-GERSHENSON PROPERTIES TRUST

By:  /s/ DENNIS GERSHENSON

Dennis Gershenson

Chief Executive Officer

Date: November 8, 2004

By:  /s/ RICHARD J. SMITH

Richard J. Smith

Chief Financial Officer

(Principal Accounting Officer)

Date: November 8, 2004

25

EXHIBIT INDEX

Exhibit No.		Description
	10.68	Contract of Sale and Purchase dated June 29, 2004 between Ramco Development LLC and NWC Glades 441, Inc., Diversified Invest II, LLC and Diversified Invest III, LLC in the amount of $126,000,000 to purchase Mission Bay Plaza and Plaza at Delray shopping centers.
	10.69	Assumption of Liability and Modification Agreement dated August 12, 2004 in the amount of $7,000,000, between Centre at Woodstock, LLC (“Borrower”), Ramco Woodstock LLC (“Purchaser”) and Wells Fargo Bank, N.A. as Trustee for registered holders of First Union Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates Fund Series 1999-C1 (“Lender”).
	10.70	Substitution of Guarantor, dated August 12, 2004 by Ramco-Gershenson Properties, L.P., James C. Wallace, Jr., and Wells Fargo Bank, N.A. as Trustee for registered holders of First Union Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates Fund Series 1999-C1 (“Lender”).
	Ex - 31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	Ex - 31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	Ex - 32.1	Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

EX-10.68

                                                                   EXHIBIT 10.68

                          CONTRACT OF SALE AND PURCHASE
                              (MISSION BY PLAZA AND
                        PLAZA AT DEL RAY SHOPPING CENTER)

      THIS CONTRACT OF SALE AND PURCHASE (this "Contract") is made as of this 29
day of June, 2004 by and among NWC Glades 441, Inc., a Delaware corporation
Diversified Invest II, LLC, a Delaware limited liability company, Delray Retail,
Inc., a Delaware corporation and Diversified Invest III, LLC, a Delaware limited
liability company (individually, a "Seller" and collectively, "Sellers") and
RAMCO DEVELOPMENT, LLC, a Michigan limited liability company ("Purchaser").

      Terms which are used in this Contract and not otherwise defined herein
shall have the meanings ascribed to such terms in ARTICLE 13 hereof.

                                    RECITALS

      A. NWC Glades 441, Inc. and Diversified Invest II, LLC are all of the
members of Boca Mission, LLC, a Delaware limited liability company.

      B. Boca Mission, LLC owns a retail shopping center commonly known as
Mission Bay Plaza, Boca Raton, Florida, which constitutes a portion of the
Property (as hereinafter defined) (which may be referred to herein from time to
time as a "Center" or as "Mission Bay Plaza").

      C. Delray Retail, Inc. and Diversified Invest III, LLC are all of the
members of Linton Delray, LLC, a Delaware limited liability company.

      D. Linton Delray, LLC owns certain improved real property commonly known
as Plaza at Delray, Delray Beach, Florida, which constitutes a portion of the
Property (which may be referred to herein from time to time as a "Center" or as
"Plaza at Delray).

      E. Sellers desire to sell to Purchaser and Purchaser desires to Purchase
all of the membership interests in Boca Mission, LLC and Linton Delray, LLC
(collectively, the "Interests").

      F. Boca Mission, LLC and Linton Delray, LLC shall be referred to herein
individually as a "Company" and collectively as the "Companies."

                                    ARTICLE 1

                              SALE OF THE INTERESTS

      In consideration of the agreements herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sellers and Purchaser hereby agree as follows:



1.1 Sale of Interests. Sellers agree to sell and Purchaser agrees to purchase
and accept from Sellers, for the price and subject to the terms, covenants,
conditions and provisions set forth herein, the Interests.

1.2 The Property. For purposes of this Agreement, "Property" shall mean and
include all of the applicable Company's right, title and interest in and to the
following:

            (a) all of the land located in Palm Beach County, Florida and more
      particularly described in Exhibit A-1 hereto with respect to Mission Bay
      Plaza and Exhibit A-2 hereto with respect to Plaza at Delray
      (collectively, the "Land"), together with all right, title and interest,
      if any, of the Company, in and to (i) strips or gores, if any, between the
      Land and abutting properties, whether owned or claimed by deed,
      limitations or otherwise, and whether or not they are located inside or
      outside of the boundaries of the Land, (ii) any land lying in or under the
      bed of any highway, avenue, street, road, alley, easement or right-of-way,
      open or proposed, in, on, across, abutting or adjacent to the Land, to the
      center line thereof, and (iii) all right, title and interest of the
      Company, reversionary or otherwise, in and to all easements in or upon the
      Land and all other rights and appurtenances belonging or in anywise
      pertaining to the Land or the Improvements described below;

            (b) all of the buildings and other structures and improvements
      situated on the Land (collectively, the "Improvements");

            (c) all mechanical, electrical, heating, air conditioning and
      plumbing systems, fixtures and equipment; all furniture, carpets, drapes
      and other furnishings; and all other machinery, equipment, fixtures and
      personal property of every kind and character, and all accessories and
      additions thereto, owned by the Company and located in or on the Land or
      Improvements (collectively, the "Personalty"); but specifically excluding
      any items of personal property owned by tenants of the Land or
      Improvements;

            (d) all leases, subleases and other rental agreements, written or
      verbal, now or hereafter in effect (collectively, the "Leases"), that
      grant a possessory interest in and to any space situated in the
      Improvements or that otherwise grant rights with regard to use of all or
      any portion of the Land or Improvements, together with all rentals paid or
      payable by the tenants under such Leases (individually, a "Tenant" and
      collectively, the "Tenants") for any period of time beginning on or
      subsequent to the date of Closing (as hereinafter defined), and all
      security and other deposits paid by the Tenants under such Leases
      (collectively, the "Security Deposits");

            (e) all assignable leasing, service, management, supply and
      maintenance contracts (collectively, the "Service Contracts") relating to
      the Land, Improvements or Personalty which Purchaser elects to assume, as
      more particularly described in Section 3.4 below;

            (f) all assignable warranties and guaranties of the Company, if any,
      relating to the Land, Improvements or Personalty (collectively, the
      "Warranties");

            (g) all plans, specifications and architectural floor plans for the
      Improvements;

                                       2


            (h) (i) the names "Mission Bay Plaza" and "Plaza at Delray"; (ii)
      all variations of such name used or owned by the Companies; and (iii) all
      other names utilized or owned by the Companies with respect to the Land or
      Improvements (collectively, the "Name");

            (i) all keys to locks on the Land and Improvements;

            (j) all other rights, privileges and appurtenances owned by the
      Companies and in any way related to the properties described in this
      ARTICLE 1.

                                    ARTICLE 2

                                  CONSIDERATION

2.1 Purchase Price. The purchase price ("Purchase Price") for the Interests is
One Hundred Twenty Six Million Six Hundred Thousand Dollars ($126,600,000.00),
which shall be payable by Purchaser at Closing (subject to prorations and other
credits provided for in this Contract) as follows.

      2.1.1 Upon the execution of this Contract by both Sellers and Purchaser,
Purchaser shall deposit with Ruden McCloskey Smith Schuster & Russell, P.A., in
its capacity as agent for Lawyers Title Insurance Corporation, whose address is
222 Lakeview Avenue, Suite 800, West Palm Beach, Florida 33401 (the "Title
Company"), the sum of One Million Dollars ($1,000,000.00) (the "Initial
Deposit") in good funds. The Title Company shall deposit the Initial Deposit in
an interest-bearing account maintained at a federally insured bank or savings
and loan association located in Palm Beach County, Florida, in such a manner
that the entire Initial Deposit is protected by federal deposit insurance. To
facilitate the timely deposit of such funds, Purchaser hereby represents,
warrants, covenants and agrees with Sellers and the Title Company that
Purchaser's federal taxpayer identification number is 38-3212115 and both
parties agree that they will promptly execute such documentation as the Title
Company may reasonably require to enable the Title Company to comply with the
deposit instructions set forth herein, including but not limited to the escrow
instructions attached hereto as Schedule 1.

      2.1.2 The Initial Deposit and any interest earned thereon is hereinafter
collectively referred to as the "Earnest Money." If the transaction contemplated
by this Contract is consummated in accordance with the terms and provisions
hereof, the Earnest Money shall be credited against the Purchase Price and paid
to Sellers at Closing. If the transaction is not so consummated, the Earnest
Money shall be held and delivered by the Title Company as hereinafter provided.

      2.1.3 A portion of the Purchase Price shall be paid by Purchaser taking
subject to certain mortgage loans in the original principal amount of
$40,500,000 secured by Mission Bay Plaza and $43,250,000 secured by Plaza at
Delray (individually a "Loan," and collectively, the "Loans") made by Lehman
Brothers Bank FSB, its successors and assigns ("Lender"), which Loans are
evidenced by promissory notes and secured by mortgages or deeds of trust
encumbering the Property, and by certain other security instruments described in
the note and mortgage and/or executed and delivered to Lender in order to secure
the Loans (which note, mortgage and other loan documents and security
instruments are referred to herein collectively

                                       3


as the "Loan Documents"). The Loans require interest only payments, and the
Companies have not prepaid and will not voluntarily prepay any portion of the
principal thereunder prior to Closing.

      2.1.4 The balance of the Purchase Price shall be paid in cash by wire
transfer of immediately available funds.

                                    ARTICLE 3

                                   INSPECTION

3.1 Matters to be Submitted. Within five (5) business days following the
Effective Date, to the extent not previously delivered by Sellers to Purchaser,
Sellers shall deliver to Purchaser or make available at the offices of Sellers'
property manager, Gumberg Property Investors, Inc. (the "Property Manager") the
following items (collectively, the "Submission Matters"); provided, that Sellers
shall not be obligated to deliver any such Submission Matter to the extent such
Submission Matter is not actually in the possession or reasonable control of
Sellers or the Property Manager and Sellers shall have no liability and no
further obligations to Purchaser hereunder as a result of Sellers' failure to
deliver any Submission Matter which is not actually in Sellers' possession or
the possession of the Property Manager. Neither Sellers nor the Property Manager
shall be obligated to take legal action or incur any material expense or effort
in order to obtain any Submission Matters that are in the possession of third
parties:

            (a) a copy of each Lease currently in effect and all amendments
      thereof, and each Lease, if any, which has been fully executed but is not
      yet in effect;

            (b) a rent roll for the Property ("Rent Roll"), including for each
      Tenant, (i) the Tenant's name and the name of any guarantor of such
      Tenant's obligations under its Lease, (ii) a description of the premises
      leased, (iii) the base or minimum rent payable by such Tenant, (iv) the
      monthly additional rent payable by such Tenant, including without
      limitation, percentage rent, common area maintenance charges, utilities,
      taxes, etc., and (v) the commencement date of such Lease, the termination
      date of such Lease and the number of extension options, if any, available
      and/or exercised by such Tenant;

            (c) a schedule identifying the amount of any security or other
      deposit made by each Tenant under its Lease;

            (d) annual operating statements for the Property detailing income
      and expenses, including capital expenses, and occupancy for the entire
      period of each Company's ownership of its Center (i.e. from April 2003 for
      Mission Bay Plaza and from September 2003 for Plaza at Delray), through
      April 30, 2004;

            (e) a balance sheet of each Company as of April 30, 2004;

            (f) copies of all current (if available) real estate and personal
      property tax bills and if such current bills are not available, copies of
      all such bills for the most recent period for which such bills are
      available, together with evidence that all taxes due and payable with
      respect to the Property have been paid in full to the latest payment date;

                                       4


            (g) copies of all certificates of occupancy for the Improvements and
      copies of all other permits and licenses issued by any Governmental
      Authority with respect to the Property;

            (h) plans, specifications and architectural floor plans for the
      Improvements;

            (i) copies of all outstanding contracts of employment, leasing,
      service, management, supply or maintenance which affect any portion of the
      Property or its operation, or to which either Company is a party
      regardless of whether such contracts are assignable;

            (j) a schedule of all claims made with respect to any insurance
      policies maintained by the Companies or Sellers or their affiliates
      relating to the Property or the Companies.

            (k) copies of all tax returns filed by the Companies;

            (l) copies of all organizational documents relating to the
      Companies, including, but not limited to, operating agreements, articles
      of organization, articles of incorporation, bylaws, stock certificates,
      resolutions, minute books, shareholders' agreements, and all amendments to
      any of the foregoing (collectively, the "Organizational Documents");

            (m) copies of all closing documents relating to the Companies'
      acquisition of the Property (with economic terms redacted), including, but
      not limited to, assignments of leases, bills of sale, and other similar
      documents; and

            (n) copies of the environmental assessments described in Exhibit N
      hereto (the "Environmental Assessments").

3.2 Inspection Period. Purchaser shall have the period commencing on the
Effective Date and ending 5:00 p.m. Eastern time on July 8, 2004 (the
"Inspection Period") to review the Submission Matters and to enter or to have
its authorized representatives and its and their agents, employees and
representatives enter upon the Property or any part thereof at any reasonable
time, subject to the rights of Tenants occupying space in the Property pursuant
to Leases, and to enter the offices of the Property Manager upon reasonable
notice, for the purpose of reviewing the books and records relating to the
Property and the Companies, including all records relating to operating income
and expenses of the Property and the Companies and the originals of any of the
Submission Matters submitted to Purchaser, and for the further purpose of
conducting physical inspections of the Property and making, at Purchaser's sole
risk and expense, such other inspections, examinations, investigations and tests
as Purchaser considers appropriate, provided that:

            (a) Purchaser and Purchaser's representatives and its and their
      agents, employees and representatives shall not unreasonably interfere
      with the usual operation of the Property by Sellers and its Tenants;

                                       5


            (b) Purchaser and Purchaser's representatives and its and their
      agents, employees and representatives shall exercise due care and ordinary
      prudence in performing such inspections, examinations, investigations and
      tests and Purchaser shall not cause or permit any damage or injury to be
      done to the Property and shall, to the extent practicable, restore the
      Property to such condition as existed prior to such inspections,
      examinations, investigations and tests;

            (c) Purchaser shall indemnify, defend and hold Sellers, the Property
      Manager, and their respective partners, shareholders, officers, members,
      directors, agents and employees (the "Seller Indemnified Parties")
      harmless from any and all losses, costs, liens, claims, causes of action,
      liability, damages (other than consequential or punitive damages),
      expenses and liability (including, without limitation, court costs and
      reasonable attorneys' fees) incurred in connection with or arising in any
      way from (i) any inspections conducted by Purchaser and/or Purchaser's
      representative or (ii) any breach by Purchaser and/or Purchaser's
      representative of the terms of this Section 3.2 (other than any such loss
      arising from the negligence or willful misconduct of Sellers or its
      agents). This indemnity provision shall survive termination or expiration
      of this Contract. If any proceeding is filed for which indemnity is
      required hereunder, Purchaser agrees, upon request therefore, to defend
      the indemnified party in such proceeding at its sole cost utilizing
      counsel reasonably satisfactory to the indemnified party;

            (d) Neither Purchaser nor any representative thereof has authority
      to do anything that may result in a lien or encumbrance against the
      Property in connection with its inspections. Without limiting the
      foregoing, however, Purchaser agrees to promptly pay when due all costs
      associated with its inspections and not to cause, permit or suffer any
      lien or encumbrance to be asserted against the Property related to its
      inspections;

            (e) Purchaser agrees that the Submission Matters and any other
      information, books, records, data or other material delivered to Purchaser
      by Sellers or otherwise obtained by Purchaser during Purchaser's
      inspections of the Property shall be kept confidential and not disclosed
      to any person, firm or organization other than Purchaser's accountants,
      attorneys, consultants and proposed or potential lenders or financial
      partners, who shall agree to use reasonable efforts to keep such
      information and other matters confidential and other than as may be
      required by law. Purchaser agrees that it will not discuss, and will
      instruct any person conducting inspections, examinations, investigations
      or tests on Purchaser's behalf not to discuss, the results obtained from
      any inspection of the Property with any Tenants or with the Property
      Manager;

            (f) Prior to meeting with existing Tenants, Purchaser shall provide
      Sellers with not less than forty-eight (48) hours prior written notice of
      its intention to meet with such Tenants and Sellers, at Sellers' sole
      option, may elect to have a representative or agent of Sellers accompany
      Purchaser in such meetings; and

            (g) Notwithstanding the foregoing, without the prior written consent
      of Sellers, which consent may be withheld by Sellers in their sole
      discretion, Purchaser shall not be entitled to conduct a Phase II
      environmental assessment of the Property or any other obtrusive physical
      or environmental inspection of the Property.

                                       6


            (h) Before conducting and during inspections, Purchaser and
      Purchaser's representative conducting any inspection shall maintain
      workers' compensation insurance in accordance with Applicable Laws, and
      Purchaser, or the applicable Purchaser's representative conducting any
      inspection, shall maintain (1) commercial general liability insurance with
      limits of at least Three Million Dollars ($3,000,000.00) for bodily or
      personal injury or death, (2) property damage insurance in the amount of
      at least One Million Dollars ($1,000,000.00), and (3) contractual
      liability insurance with respect to Purchaser's obligations under Section
      3.3.1(c). Purchaser shall deliver to Sellers evidence of such workers'
      compensation insurance and a certificate evidencing the commercial general
      liability, property damage and contractual liability insurance before
      conducting any inspections of the Property. Each such insurance policy
      shall be written by a reputable insurance company having a rating of at
      least "A-:VII" by Best's Rating Guide (or a comparable rating by a
      successor rating service), and shall otherwise be subject to Sellers'
      prior approval. Such insurance policies shall name as additional insureds
      the Companies, Sellers, the Property Manager, Lender and such other
      parties as Sellers may reasonably designate.

3.3 Right of Termination. During the Inspection Period, Purchaser shall be
entitled, for any reason or for no reason in Purchaser's sole discretion,
judgment and opinion, including without limitation if Purchaser shall disapprove
and be dissatisfied with any aspect of the Interests, the Property or any item
examined by Purchaser pursuant to Sections 3.1 and 3.2, and as its sole remedy,
to terminate this Contract by giving written notice to Sellers on or before the
expiration of the Inspection Period, whereupon all of the provisions of this
Contract, other than subsection 3.2, Section 4.5 and Section 12.1 (the
"Surviving Obligations") shall terminate and the Earnest Money shall be returned
to Purchaser. Upon such termination, neither Sellers nor Purchaser shall have
any further rights, obligations or liabilities hereunder, other than the
Surviving Obligations.

3.4 Termination of Service Contracts. Unless Purchaser terminates this Contract
prior to the expiration of the Inspection Period, then no later than the
expiration of the Inspection Period Purchaser shall provide Sellers with written
notice identifying the Service Contracts that Purchaser elects to have Sellers
terminate. Any Service Contracts identified in such notice shall be terminated
as of the Closing Date at no cost to Purchaser, and all other Service Contracts
shall remain in effect. If there are any construction and/or design contracts
with respect to tenant improvements that have not been fully performed and paid
in full as of the Closing Date, then such contracts shall remain in effect as of
Closing and the sums to be paid to contractors and design consultants pursuant
to such contracts shall be allocated between Sellers and Purchaser pursuant to
Section 7.2(e)(1) and Section 9.1(b).

                                    ARTICLE 4

                                TITLE AND SURVEY

4.1 Title Report. Purchaser shall order, within five (5) business days following
the Effective Date, at Purchaser's sole cost and expense, a title report or
certificate of title (the "Title Report") for each Center covering the Land and
listing the applicable Company as the Proposed Insured and showing the Purchase
Price as the policy amount, and shall request that a duplicate of the

                                       7


Title Report be delivered to Sellers' counsel, together with legible photocopies
(to the extent available) of all instruments referred to in the Title Report as
conditions or exceptions to title to the Property and to the extent available, a
current tax search with respect to the Land and Improvements from all applicable
taxing authorities.

4.2 Survey. Purchaser shall order, within five (5) days following the Effective
Date, a survey (the "Survey") of the Land for each Center prepared and certified
as to all matters shown thereon by a surveyor ("Surveyor") licensed by the State
of Florida, and shall request that a duplicate of the Survey be delivered to
Sellers' counsel.

4.3 Review of Title and Survey. Purchaser shall have a period (the "Title Review
Period") ending on the first to occur of (i) the end of the Inspection Period
and (ii) ten (10) business days after the date on which Purchaser receives the
last to be received of (a) the Title Report, (b) legible copies, to the extent
available, of all instruments referred to in the Title Report, (c) the UCC
Searches, (d) copies of all financing statements which appear on the UCC
Searches, and (e) the Survey, in which to notify Sellers of any objections
Purchaser has to any matters shown or referred to in the Title Report, the UCC
Searches or on the Survey (Purchaser's notice of objection being referred to
herein as the "Title Objection Letter"). Any title encumbrances or exceptions
which are referred to in the Title Report, the UCC Searches or on the Survey and
as to which Purchaser does not object during the Title Review Period shall be
deemed to be, and shall be referred to herein as, "Permitted Encumbrances." The
exceptions for (i) "real estate taxes that are a lien not yet due and payable"
(or comparable language), (ii) "rights of the Tenants as tenants only under the
Leases" (or comparable language), (iii) recorded Lease documents for unexpired
Leases, including subordination, nondisturbance and attornment agreements
(including in connection with Leases entered into after the Effective Date in
accordance with the provisions of this Contract) and (iv) any recorded Loan
Documents, shall be Permitted Encumbrances.

4.4 Objections to Status of Title. In the event Purchaser objects to any matters
referred to in the Title Report, the UCC Searches or on the Survey during the
Title Review Period, Sellers shall have until the Closing (the "Cure Period") to
satisfy Purchaser's objections. In the event Sellers are unable or unwilling to
satisfy Purchaser's objections within the Cure Period, Purchaser shall have the
option to either (a) waive Purchaser's objections and purchase the Interests as
otherwise contemplated in this Contract, without any adjustment in the Purchase
Price, in which event such waived objections shall become Permitted Encumbrances
or (b) terminate this Contract by written notice to Sellers, in which event the
Earnest Money shall be returned to Purchaser and except for the Surviving
Obligations, neither Sellers nor Purchaser shall have any further rights,
obligations or liabilities hereunder. Sellers shall respond to Purchaser's Title
Objection Letter in writing within ten (10) business following receipt thereof,
indicating whether or not Sellers will endeavor to satisfy any objections raised
by Purchaser, and if Sellers elect to do so then Sellers shall in good faith
endeavor to cure same, provided however that (except as otherwise provided in
the next sentence) Sellers shall have no obligation to cure any objection raised
by Purchaser during the Title Review Period and may elect to notify Purchaser at
any time during the Cure Period that they are unable or unwilling to satisfy, or
continue to pursue good faith efforts to satisfy, any of Purchaser's objections.
Notwithstanding the foregoing, Sellers shall be obligated to cure and discharge
(i) any liens to secure debt that were granted by a Company or Sellers (other
than the Loan Documents), and (ii) any liens or encumbrances (other than
Permitted

                                       8


Encumbrances, or mechanics liens or other matters attributable to Tenants'
actions or omissions) of a liquidated amount not to exceed $50,000 per Center.

4.5 Purchaser's Post-Termination Obligations. In the event Purchaser terminates
this Contract pursuant to the right to do so set forth in Section 3.3 hereof,
Purchaser shall remain liable for the costs and expenses of the Title Report,
the UCC Searches and the Survey, and Purchaser shall pay all such costs and
expenses as and when the same become due and payable. The provisions of this
Section 4.5 shall survive the expiration, early termination or Closing of this
Contract.

                                    ARTICLE 5

                         REPRESENTATIONS AND WARRANTIES

5.1 Sellers' Representations with respect to the Property. Each Seller
represents and warrants to Purchaser as of the Effective Date, with respect to
the applicable Center, as follows:

      5.1.1 To Seller's actual knowledge, neither Seller nor any current Tenant
under the Leases has engaged in or permitted any operations or activities upon,
or any use or occupancy of the Property for the purpose of or in any way
involving the handling, manufacture, treatment, storage, use, generation,
release, discharge, refining, dumping, or disposal of any Hazardous Materials in
violation of Applicable Laws. The Environmental Assessments are all of the
environmental assessments that have been ordered or commissioned by the Company
or its Affiliates with respect to the applicable Center.

      5.1.2 To Seller's actual knowledge, there are no actions, suits, or
proceedings pending or threatened in any court or before or by any Governmental
Authority against or affecting Seller or the Property, other than tort claims
covered by insurance and the matters described in Exhibit M hereto.

      5.1.3 Neither Seller nor the applicable Company has received written
notice that the Property is in violation of Applicable Laws, other than
violations that have been cured.

      5.1.4 There are no pending eminent domain or condemnation proceedings
against the Property or any material part thereof and to Seller's actual
knowledge, no such proceedings are presently threatened or contemplated by any
authority with the power of eminent domain.

      5.1.5 Seller is the owner of the lessor's interest under the Leases of the
portion of the Property owned by Seller, and Seller has not made any assignment
of its interest in the Leases, other than pursuant to the Loan Documents.

      5.1.6 Except as disclosed in the Leases, there are no leasing commissions
due and owing with respect to the Leases.

      5.1.7 Except as shown on the Rent Roll or the Schedule of Leases attached
hereto as Exhibit F, and except as otherwise set forth herein:

            (a) All of the Leases are in full force and effect, there are no
      outstanding notices of default by the applicable Company, as landlord, to
      any Tenant and, to Seller's actual

                                       9


      knowledge, there are no outstanding defaults by either such Company as
      landlord or the respective Tenants under any Lease;

            (b) None of the Leases have been modified or amended;

            (c) Seller has not received written notification that there are any
      pending claims asserted by any Tenants for offsets against rent or any
      other monetary claims against the Company as landlord.

      5.1.8 The Schedule of Leases is a true, correct and complete schedule of
all Leases (excluding subleases) to which the Company is a party or by which it
is bound with respect to the applicable Center, and all amendments and
modifications of such Leases.

      5.1.9 The Service Contracts set forth on Exhibit K are all of the Service
Contracts affecting the Property and/or the Companies.

      5.1.10 The Loan Documents set forth on Exhibit L hereto constitute all of
the material documents executed by the Companies, Sellers or their affiliates in
connection with the Loans.

5.2 Sellers' Representations with respect to the Companies. Each Seller
represents and warrants to Purchaser as of the Effective Date and as of the
Closing Date, with respect to the applicable Company, as follows:

      5.2.1 The Company is duly organized, validly existing and in good standing
under the laws of the state of its creation as a limited liability company, and
is qualified or registered to do business and is in good standing in the State
of Florida.

      5.2.2 Attached hereto as Exhibit G is a true and correct copy of the
Certificate of Formation and Operating Agreement of the Company (the "Charter
Documents").

      5.2.3 Seller is duly organized, validly existing and in good standing
under the laws of the state of its creation as a corporation or limited
liability company, as the case may be, with full power and authority to enter
into and execute this Contract and to consummate the transactions contemplated
hereby. Seller has received all requisite organizational approvals necessary for
the execution of this Contract and the consummation of the transactions
contemplated hereby and this Contract constitutes the legal, valid and biding
obligation of Seller, enforceable against Seller in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws affecting debtors' and
creditors' rights generally and general equitable provisions.

      5.2.4 The Interests constitute all of the membership interests in the
Companies that are issued and outstanding. The Interests have been duly
authorized and validly issued, are fully paid and nonassessable and were issued
by the Company in compliance with Applicable Laws. The Interests are not subject
to preemptive rights created by statute, the Charter Documents, any contract or
agreement to which either the Company or Sellers are a party or by which they
are bound.

                                       10


      5.2.5 There are no (a) outstanding options, warrants or other rights to
purchase from the Company or Seller any interest in, or other securities of, the
Company, (b) securities convertible into or exchangeable for interests in, or
other securities of, the Company or (c) other commitments of any kind for the
issuance of additional interests, options or other securities of the Company.

      5.2.6 The Company has no subsidiaries, and has not owned in the past, and
does not currently own, directly or indirectly, any capital stock or other
equity, ownership, proprietary or voting interest in any person or entity. Since
the Company's formation, the Company's sole asset has been the Property owned by
the Company.

      5.2.7 Upon the delivery of title to the Interests, Purchaser will acquire
good and marketable title to all of the interests in the Company, free and clear
of all liens, charges, encumbrances and equities (other than pursuant to the
Loan Documents).

      5.2.8 The Company keeps books, records and accounts that, in reasonable
detail, accurately and fairly reflect the transactions of the Company.

      5.2.9 Other than the Service Contracts, Leases and other documents
described in this Contract, the Company is not a party to any written or oral:

            (a) Service Contract or other contract material to the business of
      such Company;

            (b) Agreement, mortgage, indenture, loan or credit agreement,
      security agreement, guaranty or indemnity or other agreement or instrument
      relating to the borrowing or lending of money or extension of credit or
      providing for the mortgaging or pledging of, or otherwise placing a lien
      or security interest on, any assets or properties of the Company, other
      than pursuant to the Loan Documents;

            (c) Option, warrant or other contract for the purchase of any debt
      or equity security of any corporation, or for the issuance of any debt or
      equity security, or the conversion of any obligation, instrument or
      security into debt or equity securities, of the Company;

            (d) Settlement agreement of any administrative or judicial
      proceedings, since the date of formation of the Company; or

            (e) Intellectual property (including trademark) licensing agreement.

      5.2.10 Seller is not a foreign person subject to withholding tax as
required by Section 1445 of the Internal Revenue Code.

      5.2.11 Each Company has filed all material tax returns that it was
required to file, and all such tax returns are correct and complete in all
material respects. Sellers shall, following Closing, and at their sole cost,
prepare and file the appropriate final tax returns for the Companies for the
period ending on the date before Closing. Such tax returns shall be prepared and
filed in a manner consistent with past practice.

                                       11


      5.2.12 No tax examination or audit is in progress with respect to the
Company or the Property. There is no outstanding agreement or waiver made by or
on behalf of the Company for the extension of time for any applicable statute of
limitation and the Company has not requested any extension of time in which to
file any tax return.

      5.2.13 To Sellers' knowledge, there are no tax liens outstanding against
any of the assets or properties of the Companies (except for current taxes not
yet due and payable).

      5.2.14 The Company has not executed any closing agreement pursuant to
Section 7121 of the Internal Revenue Code or any predecessor provision thereof,
or any similar provision of state or local law.

      5.2.15 None of the assets owned by the Company is property that is
required to be treated as owned by any other person pursuant to Section
168(f)(8) of the Internal Revenue Code as in effect immediately prior to the
enactment of the Tax Reform Act of 1986 or is "tax-exempt use property" within
the meaning of Section 168(h) of the Internal Revenue Code.

      5.2.16 The Company is not party to a tax sharing agreement or similar
arrangement.

      5.2.17 The Company has not agreed, and are not required to make any
adjustments pursuant to Section 481(a) of the Internal Revenue Code or any
similar provision of state or local law by reason of a change in accounting
method initiated by it or any other relevant party, Seller has no knowledge that
the Internal Revenue Service has proposed any such adjustment or change in
account method and there is no application pending with any taxing authority
requesting permission for any changes in accounting methods that relate to the
business or assets of the Company.

      5.2.18 Exhibit H hereto is a list of all tax elections made by the
Company.

      5.2.19 To the best of Seller's knowledge, the Company has no indebtedness
or liability, whether accrued, fixed or contingent, other than liabilities
reflected on the Balance Sheet for the Company, as of the Effective Date, or the
Closing Balance Sheet, as of the Closing Date.

      5.2.20 Exhibit I hereto contains an accurate list of:

            (a) The names and addresses of each bank in which the Company has an
      account.

            (b) The account numbers of such accounts.

            (c) The authorized signatories and amounts for such accounts.

Other than lockbox, reserve and similar accounts that are intended to remain
assets of the Companies at Closing in connection with the "assumption" of the
Loans, all accounts held by the Company, and funds held therein, shall be
distributed to Sellers immediately prior to Closing.

      5.2.21 No bankruptcy, insolvency, rearrangement or similar action by the
Company or Sellers is pending nor is any such action threatened to be filed
against the Company or Sellers. Neither the Company nor either Seller has ever:

                                       12


            (a) filed a voluntary petition in bankruptcy;

            (b) been adjudicated a bankrupt or insolvent or filed a petition or
      action seeking any reorganization arrangement, recapitalization,
      readjustment, liquidation, dissolution or similar relief under and Federal
      bankruptcy act or nay other laws;

            (c) sought or acquiesced in the appointment of any trustee, receiver
      or liquidator of all or any substantial part of its properties, the
      Property or any portion thereof;

            (d) made a general assignment for the benefit of creditors or
      admitted in writing its inability to pay its debts generally as they
      become due.

      5.2.22 Neither Sellers nor the Companies is anticipating or contemplating
any of the actions set forth in Section 5.2.21 above.

      5.2.23 All income, single business, franchise, receipts, license, excise,
stamp, environmental, capital stock, profits, sales, use, value added or other
similar taxes relating to the Company and/or its business operations, which are
due and owing on or prior to the date hereof, have been paid. The Company has
withheld and paid all taxes required to have been withheld and paid in respect
of compensation or other amounts paid to any independent contractor.

      5.2.24 Neither Company has, nor has either Company ever had, any
employees.

5.3 Application of Representations and Warranties; Sellers' Knowledge.

      5.3.1 The representations and warranties of Sellers herein shall be deemed
to be made (a) by NWC Glades 441, Inc. and Diversified Invest II, LLC with
respect to Mission Bay Plaza and Boca Mission, LLC only and (b) by Delray
Retail, Inc. and Diversified Invest III, LLC with respect to Plaza at Delray and
Linton Delray, LLC only.

      5.3.2 The representations and warranties in Section 5.2 ("Company
Representations") shall not operate to extend or expand any representation or
warranty in Section 5.1 ("Property Representations") that has expired or is
limited pursuant to the provisions of Section 5.5 and/or 5.6 below. If Purchaser
may have a claim for breach of a Company Representation based upon facts or
circumstances that would have given rise to a claim for breach of a Property
Representation, then to the extent the claim for breach of a Property
Representation is barred or limited by the provisions of Section 5.5 and/or 5.6,
Purchaser shall have no right to assert such claim for breach of the Company
Representation. For example, if Purchaser claims that Seller failed to disclose
an amendment to a Lease, such claim shall be treated as a claim based upon an
alleged breach of Section 5.1.9 and as such shall be subject to the survival
periods for Property Representations set forth in Section 5.5 below, even though
the claim might also have constituted a breach of the Company Representation in
Section 5.2.9.

      5.3.3 When used in this Contract or in any certificate or other document
delivered pursuant hereto, the phrase "to the best of Sellers' knowledge," "to
Sellers' knowledge," or derivations thereof shall be construed to mean the
current, actual knowledge of F. Jonathan Dracos, without any obligation to make
investigation or inquiry regarding the Interests or the Property other than of
Heather Mutterperl and of Clifford Lengel of the Property Manager, and

                                       13


without obligation to make any investigation of the files, documents or studies
in the possession of other persons, and shall not include any knowledge which
may be imputed to either Seller or of any other person. Purchaser acknowledges
that the individuals named above are named solely for the purpose of defining
and narrowing the scope of Sellers' knowledge and not for the purpose of
imposing any liability on or creating any duties running from such individuals
to Purchaser. Purchaser covenants that it will bring no action of any kind
against such individuals, related to or arising out of these representations and
warranties.

5.4 Purchaser's Representations. Purchaser represents and warrants to Sellers as
of the Effective Date, as follows:

      5.4.1 Purchaser is duly organized, validly existing and in good standing
under the laws of the state of its incorporation or creation as a limited
liability company, and by Closing will be qualified to do business in the State
of Florida, with full power and authority to enter into and execute this
Contract and to consummate the transactions contemplated hereby. Purchaser has
received all requisite limited liability company approvals necessary for the
execution of this Contract and the consummation of the transactions contemplated
hereby and this Contract constitutes the legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting debtors' and creditors' rights
generally and general equitable provisions.

      5.4.2 Neither the execution of this Contract nor the performance by
Purchaser of its obligations hereunder will violate, be in conflict with, result
in a breach of, or constitute (with due notice or lapse of time, or both) a
default under any Applicable Law.

5.5 Survival. The representations and warranties made by Sellers in Section 5.1
hereof shall be effective as of the Effective Date and continue in full force
and effect after the Closing for a period of six (6) months; provided any claim
arising by reason of a claimed breach of such representations and warranties
must be filed in a court of competent jurisdiction on or before the date which
is six (6) months from the Closing Date. The representations and warranties made
by Sellers in Section 5.2 hereof shall be effective as of the Effective Date and
as of the Closing Date, and continue in full force and effect after the Closing
for a period of twelve (12) months; provided any claim arising by reason of a
claimed breach of such representations and warranties must be filed in a court
of competent jurisdiction on or before the date which is twelve (12) months from
the Closing Date. Notwithstanding the foregoing, if, prior to the Closing,
Purchaser obtains actual knowledge that any representation or warranty of
Sellers is inaccurate and Purchaser nonetheless proceeds with the Closing,
Sellers shall have no liability for any such matter regarding which Purchaser
had actual knowledge prior to Closing.

5.6 Limitation of Sellers' Liability. Notwithstanding any other provision of
this Agreement, any agreement or other instrument contemplated by this
Agreement, or any rights which Purchaser might otherwise have at law, equity, or
by statute, whether based on contract or some other claim, in no event will
Sellers' liability to Purchaser (other than with respect to claims for breach of
any representations or warranties made by Sellers in Section 5.2 above) exceed
(a) Seven Hundred Fifty Thousand Dollars ($750,000.00) with respect to the
purchase of Interests in Boca Mission, LLC and (b) Seven Hundred Fifty Thousand
Dollars ($750,000.00) with respect to the

                                       14


purchase of Interests in Linton Delray, LLC. Without limiting the generality of
the foregoing, the general and limited partners, employees, agent or affiliate
of Sellers will not in any manner be personally or individually liable for the
obligations of Sellers hereunder or for any claims related to this Agreement,
any agreement or other instrument contemplated by this Agreement, the Interests
or the Property. The provisions of this Section 5.6 shall survive the Closing.

5.7 As Is; Release. (a) Purchaser acknowledges that Purchaser will have the
opportunity to independently and personally inspect the Property and that
Purchaser has entered into this Agreement based upon its ability to make such
examination and inspection. The Property is to be accepted by Purchaser at
Closing, by reason of its purchase of the Interests, in its then present
condition "AS IS, WITH ALL FAULTS, (WHETHER LATENT, PATENT OR DETECTABLE OR NOT)
AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED", and without any
reduction in the Purchase Price for any change in the physical or financial
condition occurring from and after the Effective Date EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES OF SELLERS CONTAINED IN THIS CONTRACT.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IT IS UNDERSTOOD AND
AGREED THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLERS
CONTAINED IN THIS CONTRACT, SELLERS AND SELLERS' AGENTS OR EMPLOYEES HAVE NOT
MADE AND ARE NOT NOW MAKING, AND THEY SPECIFICALLY DISCLAIM, ANY WARRANTIES,
REPRESENTATIONS OR GUARANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, ORAL
OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE INTERESTS OR THE
PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR
GUARANTIES AS TO (1) MATTERS OF TITLE (OTHER THAN SELLERS' WARRANTY OF TITLE, IF
ANY, SET FORTH IN THE DEED TO BE DELIVERED AT CLOSING); (2) ENVIRONMENTAL
MATTERS OF ANY KIND RELATING TO THE PROPERTY, THE LAND OR THE IMPROVEMENTS OR
ANY PORTION THEREOF (INCLUDING THE CONDITION OF THE SOIL OR GROUNDWATER BENEATH
THE PROPERTY); (3) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION,
SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS,
LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND EARTHQUAKE FAULTS AND THE
RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES; (4) WHETHER, AND TO THE
EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM
(SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY
OR SPECIAL FLOOD HAZARD; (5) DRAINAGE; (6) SOIL CONDITIONS, INCLUDING THE
EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF
SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDER
SHORING; (7) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT;
(8) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF
INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC; (9) USAGES OF
ADJOINING PROPERTY; (10) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (11) THE
VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE,
DESIGN, QUALITY, DESCRIPTION, SUITABILITY, STRUCTURAL INTEGRITY, OPERATION,
TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION
THEREOF, OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS
ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF; (12) THE
PRESENCE OF HAZARDOUS MATERIALS (HEREINAFTER DEFINED) IN OR ON, UNDER OR IN THE
VICINITY OF THE PROPERTY; (13) THE CONDITION OR USE OF THE PROPERTY OR
COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL,
STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING
ORDINANCES, CODES OR OTHER SIMILAR LAWS; (14) THE EXISTENCE OR NON-EXISTENCE OF
UNDERGROUND STORAGE TANKS; (15) ANY OTHER MATTER AFFECTING THE STABILITY OR
INTEGRITY OF THE REAL PROPERTY; (16) THE POTENTIAL FOR FURTHER DEVELOPMENT OF
THE PROPERTY; (17) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING
ENTITLEMENTS AFFECTING THE PROPERTY; (18) THE

                                       15


MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR
PURPOSE (PURCHASER AFFIRMING THAT PURCHASER HAS NOT RELIED ON SELLERS' OR
SELLERS' AGENTS' OR EMPLOYEES' SKILL OR JUDGMENT TO SELECT OR FURNISH THE
PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLERS MAKE NO WARRANTY THAT THE
PROPERTY IS FIT FOR ANY PARTICULAR-PURPOSE); OR (19) TAX CONSEQUENCES. EXCEPT AS
EXPRESSLY SET FORTH HEREIN, SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND TO PURCHASER, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE
PROPERTY AND ANY IMPROVEMENTS LOCATED THEREON, OR THEIR SUITABILITY FOR ANY
PARTICULAR PURPOSE OR OF MERCHANTABILITY. PURCHASER SHALL RELY ON ITS
INVESTIGATIONS OF THE COMPANIES AND THE PROPERTY IN DETERMINING WHETHER TO
ACQUIRE THE INTERESTS.

      (b) Each Seller and its partners, shareholders, officers, directors,
agents, employees, the Property Manager, controlling persons and affiliates
(individually a "Seller Party" and collectively the "Seller Parties") is hereby
released from all responsibility and liability regarding the condition
(including the presence in the soil, air, structures and surface and subsurface
waters, of materials or substances that have been or may in the future be
determined to be toxic, hazardous, undesirable or subject to regulation and that
may need to be specially treated, handled and/or removed from the Property under
current or future federal, state and local laws, regulations or guidelines),
valuation, salability or utility of the Property, or its suitability for any
purpose whatsoever. Without limitation, Purchaser specifically releases Sellers
from any claims Purchaser or the Company may have against Sellers now or in the
future under the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. Sections 9601 et seq., as amended; the Resource
Conservation and Recovery Act, 42 U.S.C. Sections 6901 et seq., as amended; any
other analogous state or federal statute; and common law arising from the
environmental conditions of the Property or the presence of Hazardous Materials,
solid wastes, or any other pollutants or contamination the Property.

      (c) Purchaser acknowledges that any information of any type which
Purchaser has received or may receive from any Seller Party, including, without
limitation, any environmental reports and surveys, is furnished on the express
condition that Purchaser shall make an independent verification of the accuracy
of such information, all such information being furnished without any warranty
whatsoever.

      (d) THE PROVISIONS OF THIS SECTION ARE A MATERIAL PART OF THE
CONSIDERATION FOR SELLERS' ENTERING INTO THIS AGREEMENT, AND SHALL SURVIVE
CLOSING.

                                    ARTICLE 6

                              CONDITIONS TO CLOSING

6.1 Tenant Estoppels.

      6.1.1 Estoppel Requirement. As a condition to Purchaser's obligation to
close this transaction, Purchaser shall have received executed and current (i.e.
dated not earlier than July 1, 2004) estoppel letters (each such certificate, an
"Estoppel Letter") from (i) all Tenants of the

                                       16


Property whose individual leased premises comprise at least 10,000 rentable
square feet or more (the "Major Tenants"); and (ii) Tenants of the Property
whose leased premises comprise at least eighty five percent (85%) of that
portion of the rentable floor area of each separate Center occupied by Tenants
who are not Major Tenants. In the event that Sellers are unable to provide to
Purchaser the required Estoppel Letters on or before August 4, 2004, Purchaser
may either: (a) elect not to purchase the Interests, at which time the Deposit
shall be returned to Purchaser and this Agreement shall be null and void and
neither party shall have any further rights or obligations under this Agreement,
except for the indemnity obligations and other obligations which by the express
terms hereof survive termination; or (b) elect to purchase the Interests
notwithstanding Purchaser's failure to receive the required Estoppel Letters, in
which event Purchaser shall be deemed to have waived the condition contained in
this Section 6.1 (and Purchaser's failure to elect option (b) above in writing
prior to Closing shall be deemed an election of option (a)), provided however
that Sellers shall have the right to adjourn the Closing for up to fifteen (15)
days in the aggregate, upon written notice to Purchaser, in order to obtain the
required Estoppel Letters.

      6.1.2 Procedures for Obtaining Estoppel Letters.

            (a) The Estoppel Letter submitted to Tenants shall be in
      substantially the form of Exhibit B attached hereto (or, if Lender so
      requires, upon the form required by the Lender) or in such other form, or
      containing such certifications, as may be provided for in the applicable
      Lease. As soon as reasonably practicable, Sellers will cause the Property
      Manager to prepare an Estoppel Letter for each Tenant and deliver the same
      to Purchaser for review and approval. Purchaser shall have until the close
      of business June 29, 2004 to object to the proposed Estoppel Letters. In
      the event that Purchaser has not objected to the Estoppel Letters within
      such time, such Estoppel Letters shall be deemed approved and Sellers may
      deliver same to the applicable Tenants for execution. Estoppel Letters
      that have been approved, or deemed approved, in accordance with the
      foregoing procedures shall be referred to herein as "Form Estoppel
      Letter(s)."

            (b) As and when Sellers receive an executed Estoppel Letter (each an
      "Executed Estoppel") from a Tenant, Sellers will furnish Purchaser with a
      copy. In the event that Purchaser has not objected to the Executed
      Estoppel within five (5) business days, such Executed Estoppel shall be
      deemed approved. In the event Purchaser properly objects to the Executed
      Estoppel within the specified time period, such Executed Estoppel shall
      not be included in the threshold requirements set forth in Section 6.1.
      Subject to Section 6.1.2(c) below, Purchaser shall have the right to
      object to an Executed Estoppel that is not in the form required by this
      Section 6.1.2, or that contains information that is not consistent with
      the Form Estoppel Letters approved by Purchaser pursuant to Section
      6.1.2(a) above.

            (c) Purchaser shall have no right to object to an Executed Estoppel
      solely because (i) the certifications with respect to absence of defaults
      or rights of offset have been qualified as being to the Tenant's knowledge
      or as being subject to any similar qualification, (ii) the Lease has not
      been attached, or (iii) the Tenant has substituted its own form of
      Estoppel Letter, so long as the Tenant's form contains substantially the
      same information and statements that are provided in Exhibit B hereto or
      comparable sections

                                       17


      of the Lender's form (unless otherwise provided in the estoppel provisions
      of the applicable Lease), and such information does not conflict with the
      information provided in the corresponding sections of the Form Estoppel
      Letter for such Tenant.

            (d) In the event that the Closing Date is adjourned, the Executed
      Estoppels approved by Purchaser shall be deemed "current" through the
      adjourned Closing Date.

6.2 Conditions to Purchaser's Obligation to Close. In addition to the conditions
set forth elsewhere in this Contract, the following condition(s) shall be
conditions precedent to the obligation of Purchaser to purchase the Interests on
the Closing Date as provided herein:

      6.2.1 The Title Company shall be prepared to issue, upon payment of
applicable premiums and fees, its ALTA Owner's Policy of Title Insurance in the
amount of the Purchase Price showing fee simple title vested in the applicable
Company subject only to the Permitted Encumbrances. If there is a title
exception other than a Permitted Encumbrance which precludes the Title Company
from issuing such policy, then Sellers shall have the right to substitute as the
Title Company either Chicago Title Insurance Company or another major title
insurance company which is prepared to issue such policy, provided that
Purchaser has approved in its reasonable judgment any affirmative insurance or
endorsements with respect to the title exception in question.

      6.2.2 The Closing Balance Sheet of each Company shall show no assets other
than (x) the Center owned by such Company (including receivables attributable to
unpaid rents, if any), (y) utility and similar deposits and (z) any reserves
then outstanding under the Loan Documents, and no liabilities other than (i)
obligations shown on the Balance Sheet attached hereto as Exhibit P, (ii) the
Loan, (iii) payables that have been prorated in accordance with the provisions
of this Contract and (iv) liabilities covered by insurance. For avoidance of
doubt, the parties agree that the annotated balance sheets attached hereto as
Exhibit P reflect the intended status of each line item as of the Closing.

      6.2.3 Lender shall have approved in writing the sale of the Interests to
Purchaser in accordance with Section 9.3 hereof.

      6.2.4 The representations and warranties made by Sellers in Section 5.1
shall have been true and correct in all material respects as of the Effective
Date, and the representations and warranties made by Sellers in Section 5.2
shall be true and correct in all material respects as of the Effective Date and
the Closing Date.

6.3 Conditions to Sellers' Obligation to Close. In addition to the conditions
set forth elsewhere in this Contract, the following condition(s) shall be
conditions precedent to the obligation of Sellers to sell the Interests on the
Closing Date as provided herein:

      6.3.1 Lender shall have (a) approved in writing the sale of the Interests
to Purchaser in accordance with Section 9.3 hereof, and (b) executed releases in
form and substance satisfactory to Sellers releasing any Affiliates of Sellers
that may be obligated under any of the Loan Documents (including any nonrecourse
guaranty and environmental indemnity), from any and all liability under or in
respect of the Loan from and after the Closing Date.

                                       18


6.4 Failure of Condition. If any of the foregoing conditions are not satisfied
by Closing, the party for whose benefit such condition runs shall have the right
to terminate this Contract by notifying the other party, in which event
Purchaser shall receive a return of the Earnest Money and this Contract shall be
null and void and neither party shall have any further rights or obligations
under this Contract, except for the Surviving Obligations.

                                    ARTICLE 7

                                     CLOSING

7.1 Closing Date. Provided all of the conditions to Closing have been satisfied,
the Closing shall be held at the offices of the Title Company (or such other
location as may be mutually agreed upon by Sellers and Purchaser) or by delivery
of Closing documents in escrow to the Title Company at 10:00 a.m. on August 15,
2004 or at such earlier date and time as may be mutually agreed upon in writing
by Sellers and Purchaser (the "Closing Date"). The wire transfer of the cash
portion of the Purchase Price must be actually received by Sellers no later than
2:00 p.m. Eastern time on the Closing Date.

7.2 Closing Matters.

            (a) At Closing, Sellers shall execute, deliver and acknowledge the
      following documents:

                  (i) An assignment of the Interests in the form of Exhibit C
            hereto;

                  (ii) An affidavit with respect to each Seller's status as a
            United States taxpayer in the form of Exhibit D attached hereto;

                  (iii) Any Assumption Documents required to be executed by
            Sellers;

                  (iv) A balance sheet of each Company as of the Closing Date
            (the "Closing Balance Sheet"), together with a certificate of the
            applicable Seller to the effect that the Balance Sheet (a) has been
            prepared in accordance with the books and records of the applicable
            Company, (b) has been prepared in accordance with standard
            accounting principles consistently applied throughout the periods
            covered and (c) to Seller's knowledge, presents fairly the financial
            condition of the Company at such date; and

                  (v) The Closing Statement.

            (b) In addition to the documents to be executed and delivered by
      Sellers pursuant to Section 7.2(a), at Closing Sellers shall:

                  (i) To the extent available and in Sellers' possession,
            deliver to Purchaser at the Closing or at the Property originals of
            the Leases, the Service Contracts that will not be terminated as of
            Closing, the Warranties, plans and specifications and the other
            Submission Matters;

                                       19


                  (ii) Deliver possession of the Property to Purchaser, subject
            to the rights of Tenants and the Permitted Encumbrances;

                  (iii) Deliver a current Rent Roll for the Property to
            Purchaser, in the same form as the Rent Roll delivered to Purchaser
            as part of the Submission Matters;

                  (iv) Deliver all available keys then in Sellers' possession to
            locks located in the Improvements to Purchaser; and

                  (v) Deliver such evidence of the authority and capacity of
            Sellers and their representatives as Purchaser, Purchaser's counsel
            or the Title Company may reasonably require.

            (c) At Closing, Purchaser and the Substitute Indemnitor, as
      applicable, shall execute, deliver and acknowledge the following
      documents:

                  (i) The Assignment of Interests;

                  (ii) An agreement between Purchaser and the Property Manager,
            in substantially the form of Exhibit J hereto, pursuant to which
            Purchaser and each Company acknowledge the obligation of the
            Companies to pay any leasing commissions which are Purchaser's
            responsibility pursuant to Section 9.1(b) below or for which
            Purchaser received a credit at Closing pursuant to Section 7.1(e)(i)
            hereof, pursuant to the provisions of the Property Management
            Agreement between the Property Manager and the Companies dated as of
            April 11, 2003 (Mission Bay Plaza) and August 7, 2003 (Plaza at
            Delray), and the Property Manager acknowledges this transaction and
            agrees to look solely to Purchaser and the applicable Company for
            payment of such commissions;

                  (iii) Such other affidavits and documents as may be reasonably
            required by the Title Company;

                  (iv) The Assumption Documents; and

                  (v) The Closing Statement.

            (d) In addition to the documents to be executed, delivered and
      acknowledged by Purchaser pursuant to Section 7.2(c), at Closing Purchaser
      shall:

                  (i) Deliver the balance of the Purchase Price to the Title
            Company; and

                  (ii) Deliver such evidence of the authority and capacity of
            Purchaser and its representatives as Sellers or the Title Company
            may reasonably require.

            (e) All rentals, revenues and other income generated by the Property
      and all utilities, real estate taxes, maintenance charges and other
      operating expenses incurred in

                                       20


      connection with the ownership, management and operation of the Property
      shall be paid or shall be prorated between Sellers and Purchaser in
      accordance with the provisions set forth below as of 11:59 p.m. of the day
      immediately preceding the Closing Date, as if Sellers were the owner of
      the Property prior thereto and Purchaser then became the owner of the
      Property. Any post-Closing prorations and adjustments shall be made on the
      same basis. Any apportionments and prorations which are not expressly
      provided for below shall be made in accordance with the customary practice
      in the area in which the Property is located. Sellers and Purchaser shall
      prepare a schedule of adjustments at least three (3) business days prior
      to the Closing Date and shall be part of the settlement statement for the
      transaction (the "Closing Statement"). Any net adjustment in favor of
      Purchaser shall be credited against the Purchase Price at the Closing. Any
      net adjustment in favor of Sellers shall be paid in cash at the Closing by
      Purchaser to Sellers. A copy of the Closing Statement agreed upon by
      Sellers and Purchaser shall be executed and delivered by Sellers and
      Purchaser at the Closing.

                  (i) Purchaser shall receive a credit for any Leasing Costs
            which are unpaid as of the Closing Date and which are Seller's
            responsibility hereunder. Purchaser shall reimburse Sellers at
            Closing for all Leasing Costs which have been paid by the Companies
            or Sellers and which are Purchaser's responsibility pursuant to
            Section 9.1(b) hereof. For purposes of this Agreement, "Leasing
            Costs" shall mean all leasing commissions, tenant improvement
            allowances, the cost of any "work letter" provided by the landlord,
            reasonable marketing expenses and reasonable legal fees, in each
            case in connection with a Lease Transaction; and "Lease Transaction"
            shall mean any new Lease; amendment, amendment and restatement or
            modification of a Lease; and/or renewal, expansion or extension of a
            Lease, whether pursuant to an option set forth in the Lease or
            otherwise.

                  (ii) monthly rents (including fixed and additional rent) for
            the month in which the Closing occurs shall be prorated on a cash
            basis based upon the actual number of days in the month during which
            the Closing occurs.

                  (iii) ad valorem taxes (real and personal) for the tax year
            during which the Closing occurs shall be prorated and adjusted at
            Closing on an accrual basis. For example, if the tax year is
            calendar year 2004, and if taxes for 2004 are due on November 1,
            2004, then at Closing on August 15, 2004 Purchaser would be entitled
            to a credit for real estate taxes for the period January 1, 2004
            through August 14, 2004. If real property taxes and assessments for
            the year of Closing are not known or cannot be reasonably estimated,
            taxes shall be estimated based on taxes for the year prior to
            Closing. After taxes for the year of Closing are known, adjustments,
            if needed, will be made between the parties. Any refunds or credits
            received after Closing shall be prorated between the parties as set
            forth above, and Purchaser shall pay to Sellers their share of such
            refund or credit, net of reasonable attorneys' fees, promptly
            following receipt of such refund or application of such credit.

                  (iv) Percentage rent collected from Tenants for the month in
            which the Closing occurs, and attributable to the fiscal year in
            which the Closing occurs,

                                       21


            shall be prorated on a cash basis at Closing based upon the actual
            number of days in such month. A further adjustment shall be made at
            the end of the fiscal year for which Tenants pay percentage rent, on
            an annualized basis, based upon the gross sales reports submitted by
            Tenants for such fiscal year and Sellers' share thereof shall be
            paid within 15 days following collection of such percentage rents
            from Tenants.

                  (v) Additional rent that is not paid on a monthly basis but
            that will become due and payable for the year in which the Closing
            occurs, including quarterly or annual payments, reconciliations and
            so called "rebillings" or "true ups" for common area maintenance,
            real estate taxes, insurance and other escalations or recoveries,
            shall be adjusted on an annualized basis promptly following the
            determination of the amounts due. Any such additional rent
            attributable to periods prior to the year of Closing shall be the
            sole property of Sellers.

                  (vi) All costs, expenses, charges and fees relating to the
            ownership, management, operation, maintenance and repair of the
            Property, including electricity, gas, water and sewer charges,
            telephone and other public utilities, common area maintenance
            charges, personal property taxes, excise taxes on rent, business
            occupational taxes, the Companies' contributions to merchant or
            project associations or to promotional funds, periodic charges
            payable under Contracts, periodic fees payable under transferable
            licenses for the operation of the Property, and periodic charges
            under reciprocal easement agreements, shall be prorated on an
            accrual basis as of the Closing Date based upon the actual number of
            days in the month during which the Closing occurs. To the extent
            feasible, utility meters shall be read on the date prior to the date
            of Closing and all utilities thereafter used shall be paid for by
            Purchaser and all utilities theretofore used shall be paid by
            Sellers.

                  (vii) The Companies shall retain all cash Security Deposits,
            provided that Sellers shall be entitled to retain any Security
            Deposits of Tenants in default that vacated their premises prior to
            the Closing Date to the extent allowed under such Tenant's Lease or
            Applicable Laws. All utility deposits made by the Companies shall
            remain assets of the Companies and the amount of such deposits shall
            be added to the Purchase Price at Closing.

                  (viii) Debt service (being interest only payments) under the
            Loan shall be prorated as of the Closing Date. Pursuant to Section
            2.1.3, Purchaser shall receive a credit for the principal balance of
            the Loans as of the Closing Date. Purchaser shall pay or credit to
            Sellers at Closing the then outstanding balance of any tax and
            insurance impounds and other reserve or escrow accounts held by
            Lender pursuant to the Loan Documents.

                  (ix) The provisions of this Section 7.2(e) shall survive the
            Closing.

                                       22


7.3 Closing Costs. Sellers shall pay one-half of the escrow fee charged by the
Title Company, its share of the prorations as set forth in Section 7.2(e) hereof
and its own attorney's fees. Purchaser shall pay the cost of the Survey, the
premium for the Owner's Policy, and any endorsements to such Owner's Policy
Purchaser elects to purchase, all inspections undertaken pursuant to ARTICLE 3
hereof, one-half of the escrow fee charged by the Title Company, all fees for
recording any instruments to be filed or recorded at Closing, its proportionate
share of the prorations as set forth in Section 7.2(e) hereof, and its own
attorney's fees. If any State or local transfer taxes are imposed upon the sale
of the Property or the Interests, such taxes shall be split 50/50 between
Sellers and Purchaser. Fees and costs in connection with the assumption of the
Loan shall be allocated as set forth in Section 9.3 below. Except as otherwise
provided in this Section, all other expenses hereunder shall be paid by the
party incurring such expenses.

      7.3.1 Title Indemnity. The parties acknowledge that non-imputation
endorsements are not available in Florida. Purchaser is seeking a title
insurance policy or endorsement or affirmative insurance that would provide to
Purchaser substantially the same protection as a non-imputation endorsement. If
the Title Company will not issue such a policy, endorsement or affirmative
insurance, in form and substance satisfactory to Purchaser, then at Closing
Investcorp Properties Limited ("IPL") shall deliver to Purchaser an indemnity
agreement, in form reasonably acceptable to both parties ("Title Indemnity"),
indemnifying Purchaser with respect to one half of the amount of any losses
(including reasonable legal fees) actually incurred by Purchaser because the
Title Company denies coverage of a claim under its policies on the grounds that
the applicable defects, liens or other matters affecting the Companies' title to
the Property were (a) created, suffered, assumed or agreed to by the Company
during Seller's period of ownership of the Interests, or (b) known to Seller and
not been disclosed in writing to the Title Company prior to the Closing Date.
The Title Indemnity shall be subject to the following conditions and
limitations: (i) any claim under the Title Indemnity must be filed in a court of
competent jurisdiction on or before the fifth (5th) anniversary of the Closing
Date, (ii) Purchaser shall look first to the title insurance policies that were
issued to the Company upon its acquisition of the Center ("Original Policies")
with respect to matters known to the issuer of such policies ("Original
Issuer"), including matters shown in title commitments or reports issued by the
Original Issuer and surveys or searches delivered to the Original Issuer in
connection with the issuance of the Original Policies, (iii) the liability of
IPL shall be limited to $443,100 less one-half of any state or local real estate
transfer tax imposed and paid upon the sale of Interests contemplated hereby,
and (iv) the Title Indemnity shall be for the sole benefit of Purchaser and
shall not be transferable to any other person, including to any subsequent
purchaser of the Property or the Interests or any portion thereof, other than
Affliates of Purchaser.

                                    ARTICLE 8

                               DAMAGE TO PROPERTY

8.1 Casualty; Condemnation. Sellers agrees to give Purchaser prompt notice of
any casualty affecting the Land, the Improvements or the Personalty between the
date hereof and the Closing Date or of any actual or threatened taking or
condemnation of all or any portion of the Land or the Improvements.

            (a) If prior to the Closing there shall occur:

                                       23


                  (i) damage to either Property caused by fire or other casualty
            which would cost $500,000 or more to repair or restore, as
            reasonably determined by Sellers; or

                  (ii) the taking or condemnation of all or any portion of the
            Land and the Improvements as would materially interfere with the
            continuing use thereof as a retail shopping center;

then in any such event, Purchaser may at its option terminate this Contract by
notice to Sellers within ten (10) days after Purchaser has received the notice
referred to above or at the Closing, whichever is earlier. If Purchaser does not
elect to terminate this Contract, then the Closing shall take place as provided
herein without abatement of the Purchase Price, and any insurance proceeds or
condemnation awards which may be payable to the Company on account of any such
occurrence, or rights to such proceeds or awards, shall remain an asset of the
Company and Purchaser shall receive a credit against the Purchase Price in the
amount of any unpaid deductible applicable to such insurance proceeds (less any
portion of the deductible that has been applied to covered losses). For example,
if there is a $25,000 deductible under the all risk policy, a water pipe breaks
and the Company spends $10,000 on emergency repairs prior to Closing, Purchaser
would receive a credit for $15,000, which is the balance of the deductible, and
the Company would have a claim for any other covered loss.

            (b) If prior to the Closing there shall occur:

                  (i) damage to either Center caused by fire or other casualty
            which would cost less than $500,000 to repair or restore, as
            reasonably determined by Sellers; or

                  (ii) the taking or condemnation of a portion of the Land and
            the Improvements which would not materially interfere with the
            continuing use of a Center as a retail shopping center;

then in any such event, Purchaser shall have no right to terminate its
obligations under this Contract, but any insurance proceeds or condemnation
awards which may be payable to the Company on account of any such occurrence,
and any rights to receive such proceeds or awards, shall remain an asset of the
Company and Purchaser shall receive a credit against the Purchase Price in the
amount of any unpaid deductible applicable to such insurance proceeds (less any
portion of the deductible that has been applied to covered losses).

8.2 Arbitration. Any dispute arising with regard to any matter described in this
ARTICLE 8 (including but not limited to the cost to restore) shall be resolved
by binding arbitration in accordance with the Construction Industry Arbitration
Rules of the American Arbitration Association.

8.3 Postponement of Closing. If an arbitration pursuant to Section 8.2 above has
not been resolved by the Closing Date, then the Closing Date shall be extended
for a reasonable time, but no later than twenty (20) days after resolution of
the arbitration, provided, however, if said arbitration has not been resolved
within thirty (30) days following the original scheduled Closing Date, either
party may terminate this Contract and, provided that Purchaser has not
unreasonably

                                       24


failed to make any determination, election or agreement provided for in this
ARTICLE 8, neither party shall have any further rights or obligations hereunder
(except as expressly provided herein) and the Earnest Money shall be returned to
Purchaser.

                                    ARTICLE 9

                    INTERIM AND POST-CLOSING RESPONSIBILITIES

9.1 Interim Responsibilities.

            (a) Sellers agree that during the period between the Effective Date
      and the Closing Date, Sellers shall cause the Companies to:

                  (i) manage and lease the Property, or cause the Property to be
            managed and leased, under policies substantially similar to those
            existing prior to the Effective Date, provided that Sellers shall
            have no obligation to cause the Companies to make any capital
            improvements or replacements to the Property or any portion thereof,
            but Sellers shall cure any notice that the Property is in violation
            of Applicable Laws received prior to Closing unless such violation
            is attributable to acts or omissions of a Tenant (provided that
            Sellers shall not be obligated to expend more than $50,000 per
            Center to cure such violations). Nothing herein shall prohibit
            Sellers from submitting requisitions from reserves held by the
            Lender and the proceeds of any such requisitions shall be retained
            by Sellers, or from making distributions prior to Closing that are
            consistent with the Closing Balance Sheet;

                  (ii) obtain Purchaser's prior written consent before entering
            into any Lease Transaction (other than an amendment to evidence the
            Tenant's exercise of a right to renewal, extension or expansion in
            accordance with the terms set forth in the Lease), provided that
            Purchaser's consent shall not be unreasonably withheld or delayed
            with respect to Lease Transactions entered into prior to the end of
            the Inspection Period, and Sellers shall provide Purchaser with
            copies of all relevant documents, including without limitation
            documents evidencing the Leasing Costs for which Purchaser may be
            liable pursuant to Section 9.1(b) below, to allow Purchaser to make
            an informed decision. Purchaser hereby approves Lease Transactions
            with Fast Frames (at Plaza at Delray) and Bronze Body tanning salon
            (at Mission Bay Plaza) pursuant to the term sheets attached hereto
            as Exhibit O;

                  (iii) maintain property and liability insurance coverage in
            the ordinary course of the Companies' business with respect to the
            Property from the date hereof through the Closing Date or earlier
            termination of this Contract; and

                  (iv) refrain from granting any lien or causing any instrument
            to be recorded that would further encumber the Property in any
            manner, other than memoranda of lease and/or subordination,
            non-disturbance and attornment

                                       25


            agreements with respect to Leases entered into in accordance with
            the terms hereof or liens or encumbrances to be discharged as of the
            Closing Date.

      (b) Purchaser shall be solely liable for all Leasing Costs in connection
with any Lease Transaction entered into or effective between the Effective Date
and the Closing Date and permitted or deemed permitted by Section 9.1(a)(ii)
hereof, and shall reimburse Sellers at Closing for any portion of such Leasing
Costs that were paid prior to the Closing Date, and shall pay all other such
Leasing Costs as and when the same become due and payable. Sellers shall be
responsible for all other Leasing Costs that are due and payable as of the
Closing Date in connection with the Leases (including Leasing Costs for the
Lease Transactions with Fast Frames and Bronze Body). This provision shall
survive the Closing.

9.2 Delinquent Rents; Post Closing Adjustments. The provisions of this Section
9.2 shall survive Closing.

      9.2.1 Purchaser shall use its reasonable efforts to collect rents
delinquent as of the Closing Date in the usual course of Purchaser's operation
of the Property following Closing, and shall apply the rents so collected first
to rents due for the month in which the Closing occurs (and Purchaser shall
promptly pay to each Seller its proportionate share of such amounts), second to
current rents and third, out of any excess remaining, to delinquencies in
reverse order (i.e. to the most recent delinquencies first); provided, however,
Purchaser shall not be obligated to institute any lawsuit or other collection
procedures to collect such delinquent rents. If, after using reasonable efforts,
Purchaser is unable to collect any such delinquent rents, Purchaser shall have
no liability for its failure to do so and Sellers shall have no right to pursue
collection of same.

      9.2.2 Any post-Closing prorations and adjustments shall be made as soon as
practicable after the Closing, but in any event within fifteen (15) days
following collection with respect to additional rent for real property tax
reimbursements, and by March 30, 2005 with respect to all other additional rent.
Purchaser shall bill Tenants for real property tax reimbursements no later than
December 31, 2004. The party owing any amount shall reimburse the other party to
whom such amount is owed within then (10) business days after such adjustment
occurs. Purchaser shall provide an accounting with respect to each Center,
accompanied by reasonable documentary evidence of the rents, revenues and
expenses in question.

      9.2.3 Notwithstanding Section 9.2.1, any payments received from Tenants
after the Closing which are either designated as payments for percentage rent,
common area maintenance adjustments, escalations, recoveries or other similar
items, or which are otherwise readily identifiable as such, and which accrued
prior to Closing, shall be adjusted between Sellers and Purchaser and shall not
be applied to outstanding current rents.

9.3 Assumption of the Loans.

      9.3.1 Promptly following the Effective Date, Sellers shall request
Lender's consent to the sale of the Interests as a permitted transfer under the
Loan Documents. Purchaser shall, no later than June 17, 2004 (the "Loan
Submission Date"), provide to the Lender all documents and information requested
by Lender in the assumption checklist submitted to Purchaser prior to the

                                       26


Effective Date, and all other documents and information with respect to
Purchaser and its Substitute Indemnitor as Lender may reasonably require.

      9.3.2 Purchaser shall cooperate in all reasonable respects with such
request, and shall use its best efforts to obtain Lender's consent. Without
limiting the generality of the foregoing, Purchaser shall: (i) submit all
information (including without limitation audited financial statements) with
respect to Purchaser, its principals and affiliates and the entity ("Substitute
Indemnitor") that will replace Investcorp Properties Limited ("IPL") as
indemnitors or guarantors with respect to any environmental or other
indemnification or recourse obligations under the Loan Documents, as Lender may
request, (ii) provide such customary legal opinions as Lender may require, from
counsel acceptable to Lender and in form and substance acceptable to Lender,
including without limitation a non-consolidation opinion, (iii) satisfy Lender's
requirements with respect to the single purpose entity and bankruptcy remote
structure of ownership of Purchaser; (iv) comply with Lender's requirement to
establish a lockbox for the deposit of the rents from the Property, and increase
the amount of any tax and insurance, replacement, leasing cost or other reserves
if required by Lender pursuant to the terms of applicable agreements with
respect to such reserves; (v) comply with any other reasonable conditions to the
transfer which may be imposed by the Lender (subject to Section 9.3.6) and, if
the Loan has been securitized prior to the Closing, by any applicable rating
agencies, including delivery of any customary legal opinions required by Lender,
(vi) satisfy Lender with respect to the property manager and exclusive leasing
agent for the Property and the form of any contracts with such parties; and
(vii) take such other actions as may be reasonably required to comply with the
provisions of Article 8 of the Mortgage and Security Agreement with respect to
each Property.

      9.3.3 Purchaser shall execute, acknowledge and deliver to Lender at
Closing such documents as Lender may require in order to obtain Lender's consent
to the transfer and to enable Lender to release Seller's Affiliates from further
liability in respect of the Loan (the "Assumption Documents"). The Assumption
Documents shall include, without limitation, the following: (i) an assumption
agreement in the standard form required by the Lender, (ii) agreements executed
by the Substitute Indemnitor in substantially the form of the original
Environmental Indemnification Agreement executed by the applicable Company and
IPL and the Guaranty of Recourse Obligations of Borrower executed by IPL and
(iii) an agreement among Purchaser, its property manager and Lender
subordinating any claims of the property manager to the lien of the mortgages
securing the Loans. The Assumption Documents shall provide for such amendments
to the Loan Documents as are necessary to (x) substitute Purchaser as borrower
and an entity satisfactory to Lender as Substitute Indemnitor, (y) modify
representations and warranties and affirmative and negative covenants as
necessary to delete all references to Sellers and/or its Affiliates, and to
reflect Purchaser's structure of ownership and (z) modify the "due on sale"
clause to include the following types of transactions as permitted transfers,
but only to the extent such permitted transfers are consistent with the existing
guidelines of the applicable rating agencies: (A) transfers of limited
partnership interests in Ramco-Gershenson Properties, L.P. (the "Operating
Partnership"), so long as RPT (as hereinafter defined) remains the general
partner of the Operating Partnership, (B) sales on a public exchange of stock in
Ramco-Gershenson Properties Trust ("RPT"), which is the publicly traded real
estate investment trust that is the general partner of the Operating
Partnership, and (C) merger transactions involving either Indemnitor or RPT.

                                       27


      9.3.4 Sellers shall request that the Lender include in the Assumption
Documents a certification of the Lender to the effect that: (i) the Loan
Documents are all of the material documents relating to the Loan and are
unmodified; (ii) the Loan is in good standing and there is no default thereunder
and no event which, with the passage of time, would mature into a default; (iii)
the amount of each reserve or impound being held by Lender; and (iv) the
principal balance and all other amounts owing under the Loan. Inclusion of such
certifications shall not be a condition to Closing.

      9.3.5 Any transfer fee, costs or expenses charged by Lender in connection
with its consent to the transfer of the Interests to Purchaser ("Lender Fees")
shall be paid by Purchaser. Purchaser shall, no later than the Loan Submission
Date, pay to Lender any review fees and make any deposit of legal and other
third party fees required by the Lender as a condition to its review of the
request for consent to the transfer.

      9.3.6 Purchaser shall not be obligated to enter into any agreements with
Lender that would modify the economic terms of the Loan, materially increase the
obligations of the borrower beyond those of the applicable Company as borrower,
or of the Substitute Indemnitor beyond those of Sellers' Affiliates as
indemnitors, under the Loan Documents or materially reduce the rights of the
borrower under the Loan Documents.

9.4 Audit. Purchaser shall have the right after Closing to conduct an audit of
the operating records for the Property for the period from the date of the
Company's acquisition of the applicable Center to the Closing Date. Sellers
agree to reasonably cooperate with Purchaser, at no cost to Sellers, and make
available for review such operating records, including original invoices and
bank statements, that were not delivered to Purchaser at Closing, to the extent
such information is in the possession of Sellers or the Property Manager. This
provision shall survive the Closing.

9.5 Insurance Claims. The parties acknowledge that the Companies are "insureds"
under the insurance policies maintained by the Companies, Sellers and their
Affiliates with respect to the Property and other assets owned by Sellers and
their Affiliates. Sellers intend to remove the Companies as insureds under all
such policies, effective as of the Closing Date, and distribute to Sellers any
right the Companies may have to receive insurance proceeds under any such
policies (except as otherwise provided in Article 8 hereof). Nothing herein
shall alter any rights the Companies may have from and after Closing under the
Companies' commercial general liability and umbrella liability policies
(collectively, "Liability Policies") for periods up to the Closing Date,
including rights in respect of claims made or suits brought after Closing for
occurrences that took place prior to Closing. In the event that any claim is
made or suit is filed against either Company after Closing that is covered by
the Liability Policies, Purchaser shall cause such Company to notify Sellers and
the insurance carrier within ten (10) days after the Company receives notice of
such claim or suit.

                                       28


                                   ARTICLE 10

                                    REMEDIES

10.1 Sellers' Remedies. In the event Purchaser fails to perform its obligations
pursuant to this Contract for any reason except (a) failure by Sellers to
perform any of their obligations hereunder, (b) if any of the representations or
warranties of Sellers hereunder is incorrect in any material respect as of the
Effective Date, or (c) the termination of this Contract by Sellers or Purchaser
pursuant to the terms hereof (other than this Article 10), and Purchaser fails
to cure such failure within ten (10) days after receipt of such notice thereof,
Sellers shall be entitled as their sole remedy hereunder to terminate this
Contract and recover the Earnest Money as liquidated damages and not as a
penalty, in full satisfaction of claims against Purchaser hereunder.
Notwithstanding the foregoing, if Purchaser fails to perform its obligation to
close this transaction on the Closing Date as set forth herein, then Purchaser
shall not be entitled to the notice and 10-day cure period described in the
preceding sentence. Sellers and Purchaser agree that Sellers' damages resulting
from Purchaser's default are difficult, if not impossible, to determine and the
Earnest Money is a fair estimate of those damages which has been agreed to in an
effort to cause the amount of said damages to be certain.

10.2 Purchaser's Remedies. In the event Sellers fail to perform their
obligations pursuant to this Contract for any reason except (a) failure by
Purchaser to perform hereunder, (b) if any of the representations or warranties
of Purchaser hereunder is incorrect in any material respect on the Effective
Date, or (b) a termination of this Contract by Sellers or Purchaser pursuant to
an express right to terminate set forth herein, Purchaser may, as its sole
remedy, either terminate this Contract by giving Sellers timely written notice
of such election prior to or at Closing or enforce specific performance of this
Contract against Sellers. In the event Purchaser elects to terminate this
Contract, the Earnest Money shall be returned to Purchaser and thereafter,
except for the Surviving Obligations, neither Purchaser nor Sellers shall have
any further rights or obligations hereunder. Notwithstanding the foregoing, in
the event that Seller has transferred or intentionally encumbered the Interests
or the Property prior to Closing, making specific performance unavailable as a
remedy, Purchaser shall have the right to sue for damages, provided that the
amount of such damages shall not exceed the lesser of (i) the aggregate amount
of Purchaser's actual out of pocket costs and expenses in connection with the
negotiation of this Contract and the transactions contemplated hereby and the
investigations performed during the Inspection Period, including reasonable
attorneys fees (collectively, "Purchaser's Costs"), and (ii) $100,000 for each
Center.

10.3 Attorney's Fees. In the event either party hereto is required to employ an
attorney because of the other party's default, the defaulting party shall pay
the nondefaulting party's reasonable attorney's fees incurred in the enforcement
of this Contract.

10.4 Disposition of Earnest Money. In the event of a termination of this
Contract by either Sellers or Purchaser, the Title Company is authorized to
deliver the Earnest Money to the party entitled to same pursuant to the terms
hereof on or before the fifth (5th) business day following receipt by the Title
Company and the nonterminating party of written notice of such termination from
the terminating party, unless the other party hereto notifies the Title Company
that it disputes the right of the other party to receive the Earnest Money prior
to the expiration of such

                                       29


five (5) day period. In such event the Title Company shall interplead the
Earnest Money into a court of competent jurisdiction in the county in which the
Property is located, unless otherwise instructed by both Purchaser and Sellers.
All attorneys' fees and costs and expenses of the Title Company incurred in
connection with such interpleader shall be assessed against the party that is
not awarded the Earnest Money in the event that such Earnest Money is interplead
or if the Earnest Money is distributed in part to both parties, then in the
inverse proportion of such distribution.

                                   ARTICLE 11

                                  MISCELLANEOUS

11.1 Entire Contract. This Contract contains the entire agreement of the parties
hereto. There are no other agreements, oral or written, and this Contract can be
amended only by written agreement signed by the parties hereto, and by reference
made a part hereof.

11.2 Binding. This Contract, and the terms, covenants, and conditions herein
contained, shall be covenants running with the Land and shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto. Purchaser shall have no right to assign its rights or delegate its
duties under this Contract to any person or entity without Sellers' prior
written consent, which may be withheld in Sellers' sole discretion, provided
that Purchaser may assign this Contract to one or more Affiliates of Purchaser
in order to satisfy the entity requirements of the Lender.

11.3 Notice. Any notice, communication, request, reply or advice (collectively,
"Notice") provided for or permitted by this Contract to be made or accepted by
either party must be in writing. Notice may, unless otherwise provided herein,
be given or served by depositing the same in the United States mail, postage
paid, registered or certified, and addressed to the party to be notified, with
return receipt requested or by delivering the same to such party, or an agent of
such party. Notice deposited in the mail in the manner hereinabove described
shall be effective three (3) business days following such deposit. Notice given
in any other manner, including overnight mail, hand delivery and facsimile
transmission, shall be effective only if and when received by the party to be
notified between the hours of 8:00 A.M. and 5:00 P.M. of any business day with
delivery made after such hours to be deemed received the following business day.
For the purposes of notice, the addresses of the parties shall, until changed as
hereinafter provided, be as follows:

                  Purchaser:       c/o Ramco-Gershenson Properties Trust
                                   27600 Northwestern Highway, Suite 200
                                   Southfield, Michigan 40834
                                   Attention: Catherine Clark, Vice President,
                                   Acquisitions
                                   Facsimile:(248) 728-1600

                                       30


                  with copy to:    Honigman Miller Schwartz & Cohn LLP
                                   32270 Telegraph Road, Suite 225
                                   Bingham Farms, Michigan 48025
                                   Attention: Alan M. Hurvitz, Esq.
                                   Facsimile: (248) 566-8310

                  Sellers:         Investcorp International, Inc.
                                   280 Park Avenue, 37th Floor
                                   New York, NY 10017
                                   Attention: Heather Mutterperl
                                   Facsimile (212) 983-7073

                  with a copy to:  Gibson, Dunn & Crutcher LLP
                                   200 Park Avenue
                                   New York, NY 10166
                                   Attention: Joanne Franzel, Esq.
                                   Facsimile: (212) 351-4035

The parties hereto shall have the right from time to time to change their
respective addresses, and each shall have the right to specify as its address
any other address within the United States of America by at least five (5) days
written notice to the other party.

11.4 Reporting Person. Purchaser and Sellers hereby designate Title Company as
the "reporting person" pursuant to the provisions of Section 6045(e) of the
Internal Revenue Code of 1986, as amended.

11.5 Time. Time is of the essence in all things pertaining to the performance of
this Contract.

11.6 Governing Law. This Contract shall be construed in accordance with the laws
of the State where the Land is situated.

11.7 Currency. All dollar amounts are expressed in United States currency.

11.8 Section Headings. The section headings contained in this Contract are for
convenience only and shall in no way enlarge or limit the scope or meaning of
the various and several sections hereof.

11.9 No Survival of Obligations. Except as otherwise expressly otherwise
provided herein, the terms, conditions, warranties, representations, obligations
and rights set forth herein shall not survive Closing.

11.10 Business Days. In the event that any date or any period provided for in
this Contract shall end on a Saturday, Sunday or legal holiday, the applicable
date or period shall be extended to the first business day following such
Saturday, Sunday or legal holiday.

11.11 Irrevocable Option. To the extent that this Contract is ever construed as
an option agreement, Sellers and Purchaser hereby acknowledge that independent
consideration for such option in the sum of $100.00 has been (or will upon
demand, be) paid to Sellers by Purchaser,

                                       31


and based on such consideration and the mutual covenants of Sellers and
Purchaser contained herein, Sellers hereby agree that any such option granted
Purchaser is irrevocable, and Sellers shall not terminate said option without
the prior written consent of Purchaser, except as may be expressly provided for
herein.

11.12 No Recordation. Without the prior written consent of Sellers, there shall
be no recordation of either this Contract or any memorandum hereof, or any
affidavit pertaining hereto, and any such recordation of this Contract or
memorandum hereof by Purchaser without the prior written consent of Sellers
shall constitute a default hereunder by Purchaser, whereupon this Contract
shall, at the option of Sellers, terminate and be of no further force and effect
and all Earnest Money deposited hereunder shall be immediately delivered to the
Sellers, whereupon the parties shall have no further duties or obligations one
to the other.

11.13 Prohibited Persons and Transactions.

      11.13.1 Neither Purchaser nor any of its affiliates, nor any of their
respective partners, members, shareholders or other equity owners, and none of
their respective employees, officers, directors, representatives or agents is,
nor will they become, a person or entity with whom U.S. persons or entities are
restricted from doing business under regulations of the Office of Foreign Asset
Control ("OFAC") of the Department of the Treasury (including those named on
OFAC's Specially Designated and Blocked Persons List) or under any statute,
executive order(including the September 24, 2001, Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit, or Support Terrorism), or other governmental action and is not and will
not engage in any dealings or transactions or be otherwise associated with such
persons or entities.

      11.13.2 Neither Seller nor any of its affiliates, nor any of their
respective partners, members, shareholders or other equity owners, and none of
their respective employees, officers, directors, representatives or agents is,
nor will they become, a person or entity with whom U.S. persons or entities are
restricted from doing business under regulations of the Office of Foreign Asset
Control ("OFAC") of the Department of the Treasury (including those named on
OFAC's Specially Designated and Blocked Persons List) or under any statute,
executive order(including the September 24, 2001, Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit, or Support Terrorism), or other governmental action and is not and will
not engage in any dealings or transactions or be otherwise associated with such
persons or entities.

11.14 Radon Disclosure. Chapter 88-285, Florida Statutes, requires the following
notice to be provided with respect to the contract for sale and purchase of any
building, or a rental agreement for any building: "RADON GAS: Radon is a
naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to
it over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county public health unit."

                                       32


                                   ARTICLE 12

                             REAL ESTATE COMMISSIONS

12.1 Commissions. Sellers and Purchaser each hereby severally represents to the
other party hereto that it has not contacted any agent, broker or other similar
party with respect to the transactions contemplated by this Contract other than
Cushman & Wakefield (the "Broker"). Sellers shall be solely responsible for
paying any commissions owing to the Broker as a result of the transactions
contemplated by this Contract which shall be paid pursuant to the terms of a
separate written agreement. Sellers hereby agrees to indemnify and hold
Purchaser harmless from the claims of any agent, broker or other similar party
claiming by, through or under Sellers with respect to the transactions
contemplated by this Contract and this indemnification shall survive the
Closing. Purchaser hereby agrees to indemnify and hold Sellers harmless from the
claims of any agent, broker or other similar party claiming by, through or under
Purchaser with respect to the transactions contemplated by this Contract other
than the Broker, and this indemnification shall survive the Closing.

                                   ARTICLE 13

                                   DEFINITIONS

      As used in this Contract, the following terms shall have the respective
meanings ascribed to them

13.1 Affiliate shall mean a Person controlling, controlled by or under common
control with another Person.

13.2 Applicable Laws shall mean any and all presently existing and future
judicial decisions, statutes, rulings, rules, regulations, permits, certificates
or ordinances of any Governmental Authority applicable to the Property.

13.3 Control or "control" shall mean the capacity to direct the business
operations and policies of a Person, whether by share ownership, contract or
otherwise.

13.4 Effective Date shall mean the date on which this Contract has been executed
and delivered by all parties hereto.

13.5 Governmental Authority shall mean the United States, the state, the county,
the city, or any other political subdivision in which the Property is located,
and any other political subdivision, agency or instrumentality exercising
jurisdiction over the Property.

13.6 Hazardous Material shall mean any substance:

            (a) the presence of which requires investigation or remediation
      under any statute, regulation, ordinance, order or policy of a
      Governmental Authority; or

            (b) which is defined as a "hazardous waste," "hazardous substance,"
      pollutant, or contaminant under any federal, state, or local statute,
      regulation, rule, or ordinance or

                                       33


      amendments thereto including, without limitation, the Comprehensive
      Environmental Response, Compensation and Liability Act (42 U.S.C. Section
      9601 et seq.) and/or the Resource Conservation and Recovery Act (42 U.S.C.
      Section 6901 et seq.).

13.7 "Person(s) or person(s)" shall mean any natural person or persons, a
partnership, a limited liability company, a corporation and any other form of
business or legal association or entity.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]

                                       34


      IN WITNESS WHEREOF, this Contract has been duly executed in multiple
counterparts (each of which is to be deemed original for all purposes) by the
parties hereto.

                                    SELLERS:

                                    NWC GLADES 441, INC., a Delaware corporation

                                    By: ________________________________________
                                        F. Jonathan Dracos
                                        Vice President

                                    DIVERSIFIED INVEST II, LLC, a Delaware
                                        limited liability company

                                    By: ________________________________________
                                        John R. Fraser
                                        Vice President

                                    DELRAY RETAIL, INC., a Delaware corporation

                                    By: ________________________________________
                                        F. Jonathan Dracos
                                        Vice President

                                    DIVERSIFIED INVEST III, LLC, a Delaware
                                        limited liability company

                                    By: ________________________________________
                                        John R. Fraser
                                        Vice President

                                    PURCHASER:

                                    RAMCO DEVELOPMENT LLC,
                                    a Michigan limited liability company

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

                                       35


                            JOINDER BY TITLE COMPANY

      The undersigned, referred to in the foregoing Contract as the "Title
Company," hereby acknowledges receipt of a fully executed copy (or executed
counterparts) of the foregoing Contract on this ____ day of __________, 2004,
and accepts the obligations of the Title Company as set forth therein. Upon
receipt, the Title Company hereby agrees to hold the Earnest Money as directed
in this Contract and to distribute the Earnest Money in accordance with the
terms and provisions of the Contract.

                                    ____________________________________________

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

                                    Address: ___________________________________
                                             ___________________________________
                                    Telephone: (___) ___________________________
                                    Facsimile (___) ____________________________

                                       36


                             EXHIBITS AND SCHEDULES

                                    EXHIBITS

           Exhibit A             Description of Land

           Exhibit B             Tenant Estoppel Certificate

           Exhibit C             Assignment of Membership Interests

           Exhibit D             Non-Foreign Affidavit

           Exhibit E             Owner's Affidavit

           Exhibit F             Schedule of Leases

           Exhibit G             Charter Documents

           Exhibit H             Tax Elections

           Exhibit I             Bank Account Information

           Exhibit J             Agreement re Leasing Commissions

           Exhibit K             Schedule of Service Contracts

           Exhibit L             Schedule of Loan Documents

           Exhibit M             Litigation

           Exhibit N             Environmental Assessments

           Exhibit O             FastFrame and Bronze Body Term Sheets

           Exhibit P             Balance Sheets

                                    SCHEDULES

           Schedule 1            Escrow Instructions

                                       37


                                    EXHIBIT A

                            Legal Description of Land

                                Mission Bay Plaza

PARCEL 1:

Tracts A and B, MISSION BAY PLAZA, according to the Plat thereof, recorded in
Plat Book 49, Pages 160-162, as amended by Surveyor's Affidavit recorded in
Official Records Book 4465, Page 1514, Public Records of Palm Beach County
Florida.

ALSO, all of the lands which constitute a portion of the 30 foot right-of-way as
shown on the Florida Fruit Lands Company's Subdivision No. 2 of Section, 13,
Township 47 South, Range 41 East, which was abandoned per Resolution No.
R-64-1932 adopted by the Board of County Commissioners of Palm Beach County as
recorded in Official Records Book 4438, Pages 1770-1773, Public Records of Palm
Beach County, Florida, being more particularly described as follows:

Commencing at the most Northerly Northeast corner of Tract A of the Plat of
Mission Bay Plaza, as recorded in Plat Book 49, Pages 160-162, Public Records of
Palm Beach County, Florida; thence South 00 degrees 51 minutes 43 seconds East,
a distance of 560.64 feet; thence South 01 degree 06 minutes 06 seconds West, a
distance of 36.68 feet to the Point of Beginning, the last two courses being
coincident with the East boundary of Tract A of said Mission Bay Plaza; thence
continue South 01 degree 06 minutes 06 seconds West, a distance of 30.01 feet;
thence South 89 degrees 47 minutes 02 seconds West, a distance of 1062.72 feet
to the West boundary of said Mission Bay Plaza; thence along said West boundary
North 12 degrees 51 minutes 43 seconds West, a distance of 30.75 feet (30.74
feet as measured); thence North 89 degrees 47 minutes 02 seconds East, a
distance of 1070.15 feet to the Point of Beginning.

LESS AND EXCEPTING THEREFROM the following described lands:

A parcel of land within the Plat of MISSION BAY PLAZA, as recorded in Plat Book
49, Page 160 through 162 inclusive, Public Records of Palm Beach County, Florida
and being more particularly described as follows:

Commence at the most southerly and the most westerly Southwest corner of said
Mission Bay Plaza; thence North 89 degrees 08 minutes 17 seconds East, a
distance of 375.00 feet (374.86 feet as measured); thence North 37 degrees 08
minutes 16 seconds East, distance of 180.00 feet; thence North 89 degrees 06
minutes 17 seconds East, a distance of 2.55 feet to the Point of Beginning, the
last three described courses being coincident with the Southerly boundary of
said Mission Bay Plaza; thence North 00 degrees 51 minutes 43 seconds West, a
distance of 142.00 feet; thence North 89 degrees 08 minutes 17 seconds East, a
distance of 137.45 feet (140.00 feet as measured); thence South 00 degrees 51
minutes 43 seconds East, a distance of 142.00 feet; thence South 89 degrees 08
minutes 17 seconds West, a distance of 140.00 feet to the Point of Beginning,
the last two described courses being coincident with the boundary of said
Mission Bay Plaza.

                                      A-1


PARCEL 2:

Non-exclusive ingress/egress and utility easement for the benefit of Parcel 1 as
contained in that certain Easement Deed granted by Mission Bay Development Co.,
Inc., and Mission Bay Community Association, Inc. to Mission Bay Plaza
Associates recorded in Official Records Book 5014, Page 866 over the following
described property:

A portion of the Plat of Mission Bay, a P.U.D., as recorded in Plat Book 53,
Page 112-120, inclusive, Public Records of Palm Beach County Florida, being more
particularly described as follows:

Commence at the Southwest corner of Mission Bay Plaza, as recorded in Plat Book
49, Pages 160-162, inclusive, Public Records of Palm Beach County, Florida;
thence North 89 degrees 08 minutes 17 seconds East, along a South line of said
Mission Bay Plaza, a distance of 270.00 feet to the Point of Beginning; thence
continued North 89 degrees 08 minutes 17 seconds East a distance of 105.00 feet;
thence North 37 degrees 08 minutes 16 seconds East, a distance of 24.36 feet;
thence South 00 degrees 51 minutes 43 seconds East a distance of 142.20 feet;
thence South 83 degrees 25 minutes 39 seconds West, a distance of 120.60 feet;
thence North 00 degrees 51 minutes 43 seconds West, a distance of 135.00 feet to
the Point of Beginning.

PARCEL 3:

Signage Easement. Removal and Maintenance Agreement between Mission Bay
Development Co., Inc., and Mission Bay Plaza Associates and Mission Bay
Community Association, Inc. recorded in Official Records Book 5710, Page 1130,
affecting the following described property.

A portion of the Plat of Mission Bay, a P.U.D., recorded in Plat Book 53, Page
112-120, inclusive, Public Records of Palm Beach County, Florida, being more
particularly described as follows:

Commence at the intersection of the Northwest right-of-way of State Road 7 and
the North right-of-way of Glades Road as shown on the plat of Mission Bay, a
P.U.D., recorded In Plat Book 53, Page 112-120, inclusive, Public Records of
Palm Beach County, Florida, said point also being a point in a curve concave to
the North, having a radius of 80.00 feet, a central angle of 14 degrees 24
minutes 12 seconds and whose radius point bears North 15 degrees 15 minutes 55
seconds West; thence Westerly along the arc of said curve and said North
right-of-way of Glades Road an arc distance of 20.11 feet to the point of
tangency; thence South 89 degrees 08 minutes 17 seconds West, along said North
right-of-way line of Glades road, a distance of 341.84 feet to the Point of
Beginning; thence continue South 89 degrees 08 minutes 17 seconds West, along
said North right-of-way line a distance of 10.64 feet; thence North 45 degrees
51 minutes 43 seconds West, a distance of 35.36 feet to the East right-of-way of
Calle Comercio as shown on said Plat; thence North 00 degrees 51 minutes 43
seconds West, along said East right-of-way line a distance of 10.00 feet; thence
North 89 degrees 08 minutes 17 seconds East a distance of 35.64 feet; thence
South 00 degrees 51 minutes 43 seconds East, a distance of 35.00 feet to the
Point of Beginning.

                                      A-2


PARCEL 4:

Non-exclusive drainage easement for the benefit of Parcel I as contained in
Paragraphs 1, 4 and 5 of that certain Easement Deed and License granted by
Mission Bay Development Co., Inc., to Centrum Mission Bay, Ltd., dated February
14, 1985 and recorded February 19, 1985 in Official Records Book 4470, Page 216,
Public Records of Palm Beach County, Florida.

PARCEL 5:

Non-exclusive drainage easement for the benefit of Parcel 1 as contained in
Easement Deed in favor of Mission Bay Plaza Associates, dated August 19, 1996,
and recorded September 23, 1996 in Official Records book 5014, Page 870, Public
Records of Palm Beach County, Florida.

                                      A-3


                                   EXHIBIT A-1

                            Legal Description of Land

                                 Plaza at Delray

All that certain real property situated in Palm Beach County, Florida, described
as follows:

All of REPLAT OF DELRAY MALL, according to the Plat thereof recorded in Plat
Book 58, at Page 133; said Plat having been amended by the Affidavit recorded in
Official Records Book 5551, at Page 170, of the Public Records of Palm Beach
County, Florida; said land situate, lying and being in Palm Beach County,
Florida.

LESS AND EXCEPT THE FOLLOWING DESCRIBED TWO (2) PARCELS:

PARCEL I: A parcel of land conveyed to the City of Delray Beach by Special
Warranty Deed recorded in Official Records Book 9186, at Page 392 and corrected
in Official Records Book 9229, page 1943, of the Public Records of Palm Beach
County, Florida, being a parcel of land lying in Sections 20 and 21, Township 46
South, Range 43 East, being more particularly described as follows:

Commencing at the Southwest corner of a Replat of Delray Mall, according to the
Plat thereof recorded in Plat Book 58, at Page 133, of the Public Records of
Palm Beach County, Florida; thence South 89 degrees 44'06" East, along the
Southerly line of said Plat and the North right-of-way line of Linton Boulevard,
a distance of 5.05 feet to the Point of Beginning; thence North 08 degrees
23'05" East parallel with and 5.00 feet from the Westerly line of said Plat, a
distance of 35.89 feet; thence South 40 degrees 40'30" East, a distance of 37.77
feet;

1) thence South 89 degrees 44'06" East, a distance of 87.14 feet;

2) thence South 90 degrees 00'00" East, a distance of 513.92 feet; the last two
(2) calls being parallel with and 7.00 feet from as measured perpendicular to
said North right-of-way line of Linton Boulevard; thence North 59 degrees 06'05"
East, a distance of 41.08 feet to a point on a non-tangent curve concave to the
Southeast, lying parallel with and 12.00 feet from as measured perpendicular to,
the Easterly line of said Plat and the West right-of-way of Federal Highway
(State Route #5), whose radius of 1982.08 feet bears North 61 degrees 47'51"
West, at that point, and a central angle of 04 degrees 02'24"; thence
Northeasterly along the arc of said curve, a distance of 139.76 feet; thence
North 36 degrees 48'59" East, a distance of 150.48 feet to a point of cusp; 1)
thence South 32 degrees 14'33" West, a distance of 150.00 feet to a point of
curve concave to the Southeast having a radius of 1970.08 feet and a central
angle of 04 degrees 46'39"; 2) thence Southwesterly along the arc of said curve,
a distance of 164.27 feet; the last two (2) calls being coincident with the
Easterly line of said Plat and said West right-of-way line of Federal Highway;
1) thence North 90 degrees 00'00" West, a distance of 547.91 feet; 2) thence
North 89 degrees 44'06" West, a distance of 116.95 feet to the Point of
Beginning; the last two (2) calls being coincident with the Southerly line of
said Plat, and the North right-of-way line of Linton Boulevard.

                                      A-4


PARCEL II: A parcel of land conveyed to the City of Delray Beach by Special
Warranty Deed recorded in Official Records Book 9186, at Page 397 and corrected
in Official Records Book 9229, page 1948, of the Public Records of Palm Beach
County, Florida, being a parcel of land lying in Sections 20 and 21, Township 46
South, Range 43 East, being more particularly described as follows:

The West 5.00 feet , as measured perpendicular from the Westerly line of a
Replat of Delray Mall, according to the Plat thereof recorded in Plat Book 58,
Page 133 of the Public Records of Palm Beach County, Florida

                                      A-5


                                    EXHIBIT B

                           Tenant Estoppel Certificate

                                                    _____________, 2004

___________________________
___________________________
___________________________
___________________________

                       Re: Lease dated ____________, 2004

Gentlemen:

     The undersigned (the "TENANT") has executed and entered into that certain
lease agreement (the "LEASE") attached hereto as Exhibit A and made a part
hereof for all purposes with respect to certain space known as
___________________________, located at _______________________,
_____________________, __________________. ______________ is the Guarantor of
Tenant's obligations under the Lease. The Tenant understands that
_____________________________, the owner of the property and the lessor's
interest in the Lease, intends to sell, transfer, assign, and convey such
property, and lessors' interest in all tenant leases with respect to such
property, to _______________________ ("BUYER").

     With respect to the Lease and such sale transaction, the Tenant is pleased
to inform you of the following, with the intention that you, the Buyer and any
lender providing financing to Buyer with respect to the acquisition of the
property may rely fully thereon:

1.    A true and correct executed copy of the Lease is attached hereto as
      Exhibit A.

2.    The Lease is in full force and effect and has been modified, supplemented,
      or amended only in the following respects:

      __________________________________________________________________________
      __________________________________________________________________________
      __________________________________________________________________________

      (Please describe in the above space any oral or written modifications,
      supplements, or amendments, if necessary. Please use the reverse side of
      this page for any additional space needed.)

3.    The Tenant is in actual occupancy of its leased premises under the Lease.

4.    The initial term of the Lease commenced on ____________, ____, and ends on
      _______________, ____, at a monthly rental of $__________. Tenant has ___
      renewal options of _____ years each remaining. In addition to base rent,
      the Tenant is obligated to pay its pro rata share of which amount includes
      base rent plus common area maintenance charges, taxes and insurance, [and
      percentage rent equal to _________________]. No rentals or other payments
      in advance of the current calendar month have been paid by Tenant except
      as follows:

      __________________________________________________________________________
      __________________________________________________________________________

                                      B-1


      __________________________________________________________________________

      (Please describe such payments above).

5.    Rent with respect to the Lease has been paid by Tenant through
      _____________, 2004.

6.    There are no concessions, bonuses, free months' rental, rebates, or other
      matters affecting the rental for Tenant, except as follows:

      __________________________________________________________________________
      __________________________________________________________________________
      __________________________________________________________________________

      (Please describe such matters above).

7.    No security or other deposit has been paid by Tenant with respect to the
      Lease, except as follows:

      __________________________________________________________________________
      __________________________________________________________________________

      (Please describe such deposit above).

8.    There are no events or conditions existing which, with or without notice
      or the lapse of time, or both, could constitute a monetary or other
      default of the lessor under the Lease, or entitle the Tenant to offsets or
      defenses against the prompt current payment of rent, or give rise to any
      right or option of Tenant to terminate this Lease or discontinue operation
      of business from the leased premises, and there are no lawsuits, actions,
      claims or other proceedings pending against the lessor under the lease
      either brought by Tenant or to which Tenant is a party.

9.    All improvements, alterations and other work required to be made or done
      by the lessor under the terms of the Lease have been satisfactorily
      completed.

10.   Except as set forth below, Tenant has no early termination, expansion,
      renewal, extension or purchase options under its Lease or otherwise:

      Early Termination: _______________________________________________________
       _________________________________________________________________________
       _________________________________________________________________________
      Expansion: _______________________________________________________________
       _________________________________________________________________________
      Renewal: _________________________________________________________________
       _________________________________________________________________________
      Extension: _______________________________________________________________
       _________________________________________________________________________
      Purchase Options: ________________________________________________________
       _________________________________________________________________________

      (Please describe such options above).

                                      B-2


11.   As of the date hereof, there are no actions, whether voluntary or
      otherwise, which are pending or have been threatened against Tenant under
      any bankruptcy or insolvency laws of any state or the United States.

12.   Tenant has not assigned, transferred or sublet all or any part of the
      leased premises, except as follows:_________________________________.

      This certification shall be binding upon, and shall inure to the benefit
of, Buyer and Tenant, and their respective successors and assigns, and all
parties claiming through or under such persons or any such successor or assign.

Dated: _______________, 2004.

                                       Very truly yours,
                                       Tenant:

                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

                                      B-3


                                    EXHIBIT C

                ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
                               (BOCA MISSION, LLC)

      THIS ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this "Assignment
and Assumption Agreement"), is effective as of the _____ day of August, 2004,
and is made by and between NWC Glades 441, Inc., a Delaware corporation and
Diversified Invest II LLC, a Delaware limited liability company (individually an
"Assignor" and collectively "Assignors"), and _____________________________, a
_____________________ ("Assignee").

      WHEREAS, Assignor and Assignee entered into that certain Purchase and Sale
Agreement, dated as of __________________, 2004 (the "Purchase Agreement"),
pursuant to which Assignor agreed to assign, set over and transfer to Assignee
all of Assignor's right, title and interest in and to Boca Mission, LLC, a
Delaware limited liability company (the "Company"), as more described in the
Purchase Agreement.

      NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by all parties hereto, the parties hereby
agree as follows:

      1. Assignor does hereby convey, transfer, assign and deliver to Assignee
and Assignee's successors and assigns, all of Assignor's right, title and
interest in and to its membership interest in the Company, and Assignee does
hereby accept all of the right, title and interest of Assignor in and to its
membership interest in the Company.

      2. Assignee does hereby assume, accept and agree to observe, perform,
discharge when due, and be bound by, each and all of the rights, liabilities and
obligations of Assignor in and to its membership interest in the Company.

      3. Assignor and Assignee shall each execute, acknowledge and deliver, or
cause the execution, acknowledgment and delivery of, such further documents and
instruments as may reasonably be requested by the other party hereto to
implement the purposes of this Assignment and Assumption Agreement.

      4. This Assignment and Assumption Agreement and the respective rights,
duties and obligations of the parties hereunder, shall be governed and construed
in accordance with the internal law of the State of Delaware.

      5. This Assignment and Assumption Agreement may be executed simultaneously
in one or more counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same instrument.

      6. The provisions of this Assignment and Assumption Agreement shall be
binding upon, and shall inure to the benefit of, the successors and assigns of
Assignor and Assignee, respectively.

                                      C-1


      7. This Assignment and Assumption Agreement is made and entered into by
Assignor and Assignee for the benefit and protection of such parties, and no
other person or entity shall have any rights or interest hereunder.

                         [SIGNATURES ON FOLLOWING PAGE]

                                      C-2


IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the day
and year first written above.

                                       ASSIGNOR:

                                       NWC GLADES 441, INC.,
                                       a Delaware corporation

                                       By: _____________________________________
                                           By: F. Jonathan Dracos
                                           Title: Vice President

                                       DIVERSIFIED INVEST II, LLC,
                                       a Delaware limited liability company

                                       By: _____________________________________
                                           Name: John R. Fraser
                                           Title: Vice President

                                       ASSIGNEE:

                                       _________________________________,
                                       a _____________________

                                       By: __________________________
                                           Name:
                                           Title:

                                      C-3


                                    EXHIBIT D

                              Non-Foreign Affidavit

      Section 1445 of the Internal Revenue Code provides that a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign
person. For U.S. tax purposes (including section 1445), the owner of a
disregarded entity (which has legal title to a U.S. real property interest under
local law) will be the transferor of the property and not the disregarded
entity. To inform the transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest by _________________
("TRANSFEROR"), the undersigned hereby certifies the following on behalf of
Transferor.

      1. Transferor is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations);

      2. Transferor is not a disregarded entity as defined in Section.
1.1445-2(b)(2)(iii);

      3. Transferor's U.S. employer identification number is ____________; and

      4. Transferor's office address is ___________________________________.

      Transferor understands that this certification may be disclosed to the
Internal Revenue Service by transferee and that any false statement contained
herein could be punished by fine, imprisonment, or both.

      Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have authority to sign this document on
behalf of Transferor.

                                                SELLER

                                                [to be inserted]

                                      D-1


                                    EXHIBIT E

                                Owner's Affidavit

      The Affidavit is made with respect to the sale of membership interests
("Interests") in the owner of the real property commonly knows as
___________________ (the "PROPERTY"), as more particularly described in Exhibit
A hereto and in the Title Commitment issued by ________________ (the "TITLE
COMPANY"), has been duly authorized by all requisite corporate action.

      The undersigned, in his or her capacity of the entity stated below
("SELLER"), and not individually, being duly sworn, hereby says as follows:

      1. ____________________ is duly authorized to execute documents on behalf
of Seller in order to sell or convey the Interests substantially in accordance
with the terms of the Purchase and Sale Agreement (the "AGREEMENT") with
___________________________ ("BUYER").

      2. No person known to Seller is entitled to occupy the Property except
pursuant to leases or rental agreements set forth in Exhibit B hereto.

      3. All improvements to the Property have been completed; and all labor,
services and materials supplied to the Property for improvements, fixtures and
furnishing at the request of Seller have been, or will in the ordinary course of
business be, paid in full, other than ___________.

      4. All real property taxes and assessments lawfully due and payable which
could become a lien against the Property have been paid in full.

      5. Seller is not a "foreign person" as that term in defined in Section
1445 of the Internal Revenue Code, as amended.

      This Affidavit is given on behalf of Seller in order to induce Title
Company to issue and Owner's Policy of Title Insurance and required
endorsements.

      Executed as of ______________, 2004.

                                     SELLER

                                     [to be inserted]

                                      E-1


                                    EXHIBIT F

                               SCHEDULE OF LEASES

                                       F-1



                                    EXHIBIT G

                                CHARTER DOCUMENTS



                                    EXHIBIT H

                                  TAX ELECTIONS

                                      NONE



                                    EXHIBIT I

                            BANK ACCOUNT INFORMATION

MISSION BAY PLAZA
BANK ACCOUNTS

                                                                          
BANK:                      Wachovia Bank - Interest Bearing Internal MM         Provident Bank - Basic Business Checking Account
                           Lock Box - Depository Account                        Operating Account

ADDRESS:                   1525 West WT Harris Blvd                             Mail Stop 464F
                           Building 2C2                                         One East Fourth Street
                           Charlotte, NC 28262                                  Cincinnati, OH  45269

ACCOUNT #:                 5000000042296                                        0390-617

SIGNATORIES:               Account was set up by Lehman Bros                    Andrew D. Gumberg
                           No signatories on file                               Sonya H. Etessam
                                                                                Clifford J. Lengel
                                                                                Robert E. Howard
                                                                                Glenn R. Fox
                                                                                F. Jonathan Dracos
                                                                                Edward G. Lord
                                                                                John R. Fraser

LIMIT FOR SIGNATORIES:     Unknown                                              None

COMMENTS:                  All escrows and reserves are being held at           Checks require any 2 of the above signatories
                           Wachovia Bank



BOCA MISSION BAY, LLC (BMLC)
FLEET ACCOUNT #9467244405
SIGNATORIES: ED LORD, JOHN FRASER, F. JONATHAN DRACOS

                                      I-1


THE PLAZA AT DELRAY
BANK ACCOUNTS

LINTON DELRAY, LLC (LDLC)
FLEET ACCOUNT #946724331
SIGNATORIES: ED LORD, JOHN FRASER, F. JONATHAN DRACOS

PLAZA DEL RAY ACCOUNT-PROPERTY LEVEL
WACHOVIA BANK, NA
P.O. BOX 60895
CHARLOTTE, NC 28260-0895
ACCOUNT #005000000045358
DEPOSITS ONLY, NO SIGNERS

PLAZA DEL RAY ACCOUNT-PROPERTY LEVEL
PROVIDENT BANK
MAIL STOP 464F
ONE EAST FOURTH ST.
CINCINNATI, OH  45269
ACCOUNT #0582-769
2 SIGNATURES REQUIRED, NO LIMITS ON AMOUNTS
SIGNATORIES: JON DRACOS, EDWARD LORD, JOHN FRASER, ANDREW GUMBERG, SONYA
ETESSAM, ROBERT HOWARD, CLIFF LENGEL AND GLENN FOX.

                                      I-2


                                    EXHIBIT J

                            LEASING COMMISSION LETTER

                         Gumberg Asset Management Corp.
                           3200 North Federal Highway
                            Fort Lauderdale, FL 33306

                              _______________, 2004

Delray Retail, Inc.
Diversified Invest III, LLC
c/o Investcorp International Inc.
280 Park Avenue
New York, NY 10017

            Re:   Property Management Agreement dated as of August 7, 2003
                  between Linton Delray, LLC, as Owner and Gumberg Property
                  Investors, Inc., assigned to Gumberg Asset Management Corp.,
                  as Manager (the "Agreement") with respect to real property
                  known as Plaza at Delray, Delray Beach, Florida (Capitalized
                  terms used but not defined herein shall have the meanings set
                  forth in the Agreement)

Dear Ladies and Gentlemen:

      This will confirm to you ("Sellers") that Owner has given us notice that
the Property will be sold on or about August 15, 2004, pursuant to a Contract of
Sale and Purchase dated as of June __, 2004 (the "Contract"), a copy of which
has heretofore been received by Manager. The sale will be structured as the sale
of membership interests in Owner to Ramco Development LLC or its affiliates
(together with such affiliates, "Purchaser"). For purposes of Manager's
compliance with its obligations upon termination of the Agreement, the closing
date of such sale (the "Closing Date") will be deemed to be the date of
termination of the Agreement in accordance with Section 2.2 thereof.

      Manager hereby confirms to Sellers and Owner that, as of the date hereof
(i.e., the Closing Date), there is no Basic Management Fee, Construction
Management Fee, Acquisition Services Fee, reimbursement or other sums due and
owing pursuant to the Agreement, other than as set forth in the Agreement. With
the exception of Leasing Commissions, which are dealt with in the next paragraph
hereof, Manager (a) shall look solely to Sellers for any sums due under the
Agreement, including the Incentive Compensation Fee, and (b) hereby waives any
right it may have under the Agreement or under applicable law to make a claim
against Owner or to file any lien against the Property for sums due under the
Agreement.

      Manager hereby confirms to Sellers and Owner that there are no Leasing
Commissions due or owing to Manager with respect to the Property, except as set
forth on Exhibit A. Manager shall look solely to Sellers for the amounts, if
any, shown on Exhibit A as being "Commissions

                                      J-1


Owed by Sellers," and Sellers hereby jointly and severally agree to pay the same
to Manager on or before the Closing Date, notwithstanding anything to the
contrary in the Agreement. By signing this letter agreement, Purchaser and Owner
hereby jointly and severally agree to pay the commissions shown and referred to
on Exhibit A as being "Commissions Owed by Purchaser," which commissions shall
be due and payable to Manager upon and subject to the terms and conditions set
forth in the Agreement, including without limitation the right of Owner to a
refund of commissions pursuant to Section 3.2(d)(i) of the Agreement. From and
after the Closing Date, Manager hereby waives any right it may have under the
Agreement or under applicable law to file any lien against the Property, other
than for Commissions Owed by Purchaser. Manager further confirms that there are
no Outside Brokers with respect to the Property for whose commission Owner or
Purchaser is responsible, except as set forth on Exhibit A.

      Pursuant to Section 2.3(d) of the Agreement, Manager hereby certifies to
Sellers that to the best of Manager's knowledge the information, documentation,
correspondence, reports, rent rolls, etc. in respect of the Property required to
be supplied by Manager in accordance with the Agreement have been supplied and
are true, correct and complete in all material respects.

                        [Signatures appear on next page]

                                          Very truly yours,

                                          GUMBERG ASSET MANAGEMENT CORP.

                                          By: __________________________________
                                          Print Name: __________________________
                                          Title: _______________________________
                                                   Duly Authorized Signatory

CONFIRMED AND AGREED:

PURCHASER:                                         OWNER:

RAMCO DEVELOPMENT LLC                              LINTON DELRAY, LLC

By: __________________________                     By: _________________________
Print Name: __________________                     Print Name: _________________
Title: _______________________                     Title: ______________________

                                      J-2


SELLERS:

DELRAY RETAIL, INC.,
a Delaware corporation

By: ____________________________
    Name: F. Jonathan Dracos
    Title: Vice President

DIVERSIFIED INVEST III, LLC,
a Delaware limited liability company

By: ____________________________
    Name: John R. Fraser
    Title: Vice President

                                      J-3


                                    EXHIBIT A

Commissions Owed by Sellers:

            $____________
            $____________
            $____________
            $____________
            $____________

Commissions Owed by Purchaser:

            $____________
            $____________
            $____________
            $____________
            $____________

[Note - Any additional commissions accruing between the date of the Contract and
the Closing Date are Purchaser's responsibility as long as the Lease Transaction
and Leasing Costs have been approved in accordance with the Contract and will be
added to Commissions Owed by Purchaser prior to execution of this letter.]

Outside Brokers:

____________________________

____________________________

____________________________

                                      J-4


                                    EXHIBIT K

                          SCHEDULE OF SERVICE CONTRACTS

                                MISSION BAY PLAZA
                                 BOCA RATON, FL



        Vendor                                                 Description                                    Expires
        ------                                                 -----------                                    -------
                                                                                                      
A1 Management Services, Inc.                    Porter Service, parking lot sweeping & pressure             48 hr notice
                                                cleaning
American Security Alarm Systems, Inc.           Monitor fire sprinkler system                               48 hr notice
Ashem & Company, Inc.                           Prune Royal Palms                                           48 hr notice
Barba & Associates, Inc.                        Fountain maintenance                                        48 hr notice
East Coast Towing                               Vehicle towing as needed                                    48 hr notice
Exotic Environments, Inc.                       Vine maintenance                                            48 hr notice
Flick Pest Control, Inc.                        Exterior pest control                                       48 hr notice
Flick Pest Control, Inc.                        Lawn fertilization and insecticide                          48 hr notice
Lone Star Telecom, Inc.                         Pay phone services                                          48 hr notice
Mark H. Enterprise, Inc.                        Landscape maintenance                                       48 hr notice
Soundcom of Florida                             Common area music system                                    48 hr notice
Summers Fire Sprinklers, Inc.                   Maintenance of fire sprinkler system                        48 hr notice
Sunburst Sanitation                             Trash removal                                               No contract


                                      K-1


                               THE PLAZA AT DELRAY

                                DELRAY BEACH, FL

                           SERVICE AGREEMENT SCHEDULE



           Vendor                                         Description                                          Expires
           ------                                         -----------                                          -------
                                                                                                       
Ashem & Co.                                     Prune Royal Palms                                            48 hr notice
Broward Cleaning & Maintenance, Inc.            Porter Service                                               48 hr notice
Broward Cleaning & Maintenance, Inc. -          Pressure Washing                                             48 hr notice
verbal agreement
City of Delray Police Dept. (no contract)       Off-duty police security services                            48 hr notice
Hi-Rise Safety Systems, Inc.                    Maintain & monitor fire sprinkler system                       8/31/08
J & K Property Maintenance, Inc.                Sweep parking lot                                            48 hr notice
Palm Beach Patrol, Inc.                         Security guard services                                      48 hr notice
Commercial Pay Phones, Inc.                     Pay phone leasing & maintenance                                11/3/09
Rust-Off, Inc.                                  Maintain rust inhibitor system on irrigation                 48 hr notice
U.S. Lawns of South Palm Beach                  Landscape maintenance                                        48 hr notice
Waste Management of Palm Beach                  Lease of trash and recycle containers                          11/11/04
BFI                                             Removal of trash                                             No contract


                                      K-2


                                    EXHIBIT L

                                 LOAN DOCUMENTS

                                Mission Bay Plaza

1. Resolutions and Certificates of Mission Bay Shopping, LLC

2. Certificate of Incumbency and Resolutions

3. Independent Director Documents

4. Promissory Note

5. Mortgage and Security Agreement

6. Assignment of Leases and Rents

7. Environmental Indemnity Agreement

8. Guaranty of Recourse Obligations of Borrower

9. Cash Management Agreement

10. Assignment of Agreements, Permits and Contracts

11. Conditional Assignment of Management Agreement

12. Completion/Repair and Security Agreement

13. Excess Cash Reserve and Security Agreement

14. Replacement Reserve and Security Agreement

15. Tenant Improvement and Leasing Commission Reserve and Security Agreement

16. Cooperation Letter

17. Post-Closing Letter

18. Disbursement letter

19. Borrower's Certification

20. UCC Financing Statements

21. Legal Opinions

    A. Gibson, Dunn & Crutcher LLP due authority opinion

    B. Gibson Dunn & Crutcher LLP substantive non-consolidation opinion and
    certificates

    C. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. enforceability
    opinion

22. Municipal Zoning Letter

23. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. Zoning Letter

    A. Site Plan

                                      L-1


                                 Plaza at Delray

1. Promissory Note

2. Assignment of Leases and Rents

3. Mortgage and Security Agreement

4. Assignment of Agreements, Permits and Contracts

5. UCC-1 Financing Statements

   A. Palm Beach County

   B. Delaware Secretary of State

6. Guaranty of Recourse Obligations of Borrower

7. Environmental Indemnity Agreement

8. Conditional Assignment of Management Agreement

9. Cash Management Agreement

10. Replacement Reserve and Security Agreement

11. Completion/Repair and Security Agreement

12. Tenant Improvement and Leasing Commission Reserve and Security Agreement

13. Borrower's Certification

14. Securitization Cooperation Letter

15. Disbursement Letter

16. Title Escrow Letter

17. Post-Closing Letter

18. Opinion Letter of Gibson, Dunn & Crutcher LLP

19. Non-Consolidation Opinion Letter of Gibson, Dunn & Crutcher LLP

20. Opinion Letter of Stearns, Weaver, Miller, Weissler, Alhadeff & Sitterson,
    PA

21. Zoning Letter

22. Certificate of Investcorp Properties Limited

23. Certificate of Organizational Documents Survey

                                      L-2


                                    EXHIBIT M

                                   Litigation

Lawsuit(s) against Rosie's Bar & Grill. Tenant was sued for breach of lease and
eviction relating to improper installation of 200 sf deck behind restaurant
premises and improper use of storage area outside its premises as office space.
Parties have signed a settlement agreement.

                                       M-1



                                    EXHIBIT N

                            Environmental Assessments

The Plaza at Delray:

Section Phase I Environmental Assessment prepared by SGF Environmental
Consultants dated August 22, 2003

Section Environmental Services Ground Penetrating Radar SGF Project prepared by
SGF Environmental Consultants dated July 28, 2003

Mission Bay Plaza:

Section Phase I Environmental Assessment prepared by SGF Environmental
Consultants dated March 12, 2003

Section Environmental Services Monitoring Well Installation Sampling and
Analysis Report prepared by SGF Environmental Consultants dated April 7, 2003

                                       N-1



                                    EXHIBIT O

                      FastFrame and Bronze Body Term Sheet



                                   SCHEDULE 1

                               ESCROW INSTRUCTIONS

      THIS ESCROW AGREEMENT is entered into by and among NWC GLADES 441, INC.,
DIVERSIFIED INVEST II, LLC, DELRAY RETAIL, INC. AND DIVERSIFIED INVEST III, LLC
(collectively, "SELLER"), and RAMCO DEVELOPMENT, LLC a Michigan limited
liability company ("PURCHASER") and RUDEN, MCCLOSKY, SMITH, SCHUSTER & RUSSELL,
P.A. ("ESCROW AGENT").

                                    RECITALS:

      A. Seller and Purchaser have entered into a Contract of Sale and Purchase
dated effective as of June _____, 2004 ("PURCHASE AGREEMENT") for the sale and
purchase of membership interests in Boca Mission, LLC and Linton Delray, LLC.

      B. Under the terms of the Purchase Agreement, Purchaser has agreed to
deliver to Escrow Agent an initial earnest money deposit in the sum of ONE
MILLION AND NO/100ths DOLLARS ($1,000,000.00) ("EARNEST MONEY DEPOSIT") which
deposit is to be held, invested and disbursed by Escrow Agent in accordance with
the terms and conditions of this Agreement and the Purchase Agreement (the
Earnest Money Deposit together with any additional deposits under the Purchase
Agreement and any interest or earnings thereon shall hereinafter be referred to
as the "FUND").

      C. Escrow Agent agrees to act as escrow agent to hold, administer, invest
and disburse the Fund on the terms and conditions herein set forth.

      NOW, THEREFORE, in consideration of the foregoing and in consideration of
the mutual covenants of the parties herein contained, and in further
consideration of the sum of One Dollar ($1.00), which each of the parties
acknowledges as adequate and sufficient, the parties hereto agree as follows:

      1. DEFINITIONS.

      All terms used herein, unless otherwise herein defined, shall have the
meanings set forth in the Purchase Agreement.

      2. ACKNOWLEDGMENT OF RECEIPT.

      Escrow Agent hereby acknowledges receipt from Purchaser of the Earnest
Money Deposit, consisting of $1,000,000.00 in cleared funds pursuant to the
Purchase Agreement.

      3. ADMINISTRATION AND INVESTMENT OF FUND.

      Escrow Agent hereby agrees to hold, administer and disburse the Fund
pursuant to this Agreement, and in accordance with the Purchase Agreement.
Escrow Agent shall



invest, and from time to time reinvest, the Fund in certificates of deposit,
money market or time or demand deposits.

      4. TERMINATION BY PURCHASER ON OR BEFORE JULY 8, 2004.

      In accordance with the Purchase Agreement, Purchaser may elect to
terminate the Purchase Agreement by written notice thereof transmitted
simultaneously to Seller and Escrow Agent, in accordance with Paragraph 10
hereof, on or before July 8, 2004 (the "TERMINATION NOTICE"). Upon receipt of
the Termination Notice on or before that date reflecting that a copy has
concurrently been transmitted to Seller, Escrow Agent shall pay the Fund to
Purchaser not later than one (1) business day thereafter (as long as the current
investment can be liquidated in one day), whereupon this Agreement shall then be
null and void and the parties hereto shall have no further liability or
obligations hereunder.

      5. INTENTIONALLY DELETED.

      6. TERMINATION BY SELLER OR PURCHASER.

            (a) At any time after July 8, 2004, upon not less than five (5)
business days' prior written notice given by Seller and delivered to both
Purchaser and Escrow Agent in accordance with Paragraph 10 hereof, asserting
that (i) Purchaser has breached or otherwise defaulted and failed to perform its
obligations under the Purchase Agreement, and (ii) Seller is entitled to retain
the Fund on account thereof, as provided in the Purchase Agreement, Escrow Agent
shall deliver the Fund to Seller; provided, however, that if Purchaser shall,
within said five (5) business day period, deliver to Seller and Escrow Agent a
written notice that it disputes Seller's claim to the Fund, Escrow Agent shall
retain the Fund until it receives written instructions executed by both Seller
and Purchaser as to the disposition and disbursement of the Fund, or until
ordered by final court order, decree or judgment, which has not been appealed,
to deliver the Fund to a particular party, in which event the Fund shall be
delivered in accordance with such notice, instruction, order, decree or
judgment.

            (b) At any time after July 8, 2004, upon not less than five (5)
business days' prior written notice given by Purchaser and delivered to Seller
and Escrow Agent in accordance with Paragraph 10 hereof, asserting that
Purchaser is entitled to the return of the Fund under the Purchase Agreement,
Escrow Agent shall deliver the Fund to Purchaser; provided, however, that if
Seller shall, within said five (5) business day period, deliver to Purchaser and
Escrow Agent a written notice that it disputes Purchaser's claim or right to
receive back the Fund, Escrow Agent shall retain the Fund until it receives
written instructions executed by both Seller and Purchaser as to the disposition
and disbursement of the Fund, or until ordered by final court order, decree or
judgment, which has not been appealed, to deliver the Fund to a particular
party, in which event the Fund shall be delivered in accordance with such
notice, instruction, order, decree or judgment.

                                       2


      In the event either (a) or (b) of this paragraph shall occur, Purchaser's
or Seller's notice to Escrow Agent shall include a statement on which Escrow
Agent may rely, that Purchaser or Seller has notified the other party that the
requesting party is entitled to the Fund.

      7. DISBURSEMENT AT CLOSING.

      Subject to Paragraphs 4 and 6 hereof, Escrow Agent shall at Closing
transfer the Fund to the order of Seller in accordance with the Purchase
Agreement.

      8. ESCROW AGENT.

            (a) Escrow Agent shall hold possession of and solely keep all of the
Fund subject to the terms and conditions of this Agreement, and shall deliver
and dispose of the same according to the terms and conditions hereof, and shall
deal with the parties hereto in relation to the sums so escrowed fairly and
impartially according to the intent of the parties as herein expressed, provided
however that Escrow Agent is to be considered as a depository only, shall not be
deemed to be a party to any document other than this Agreement, and shall not be
responsible or liable in any manner whatsoever for the sufficiency, manner of
execution, or validity of any written instructions, certificates or any other
documents received by it, nor as to the identity, authority or rights of any
persons executing the same. Escrow Agent shall be entitled to rely at all times
on instructions given by Seller and/or Purchaser, as the case may be and as
required hereunder, without any necessity of verifying the authority therefor.
Notices given (i) by Honigman Miller Schwartz and Cohn, as counsel to and on
behalf of Purchaser, shall be deemed given by Purchaser, and (ii) by Gibson,
Dunn & Crutcher LLP, as counsel to and on behalf of Seller, shall be deemed
given by Seller.

            (b) Escrow Agent shall not at any time be held liable for actions
taken or omitted to be taken in good faith and without gross negligence. Seller
and Purchaser agree to save and hold Escrow Agent harmless from any loss and
from any claims or demands arising out of its actions hereunder that are
consistent with the preceding sentence, and hereby agree to indemnify Escrow
Agent from any claims or demands for losses arising out of its activities
hereunder.

            (c) It is further understood by Seller and Purchaser that if, as the
result of any disagreement between them or adverse demands and claims being made
by any of them upon Escrow Agent, or if Escrow Agent otherwise shall become
involved in litigation with respect to this Agreement or the Purchase Agreement,
such parties agree that they, jointly and severally, are and shall be liable to
Escrow Agent and shall reimburse Escrow Agent on demand for all costs, expenses
and counsel fees it shall incur or be compelled to pay by reason of such
litigation, including reasonable compensation to Escrow Agent for time expended
in connection with any such dispute or litigation.

            (d) In taking or omitting to take any action whatsoever hereunder,
Escrow Agent shall be protected in relying upon any notice, paper, or other
document

                                       3


believed by it to be genuine, or upon evidence deemed by it to be sufficient,
and in no event shall Escrow Agent be liable hereunder for any act performed or
omitted to be performed by it hereunder in the absence of gross negligence or
bad faith. Escrow Agent may consult with counsel in connection with its duties
hereunder and shall be fully protected in any act taken, suffered or permitted
by it in good faith and without gross negligence in accordance with the advice
of such counsel.

            (e) Escrow Agent is acting, and may continue to act, as attorney to
Purchaser in connection with any matters related to the Purchase Agreement
whether or not the Fund is being held by Ruden, McClosky, Smith, Schuster &
Russell, P.A. or it has been delivered to a substitute impartial party or to a
court of competent jurisdiction.

      9. TERM OF AGREEMENT.

      The term of this Agreement shall be from and after the date of this
Agreement as hereinafter set forth to and including the earliest to occur of (i)
any of the events set forth in Paragraphs 4, 6 and 7 hereof; or (ii) the
termination hereof by written agreement of the parties hereto.

      10. NOTICES.

      All notices, demands, requests or other communications which may or shall
be given or served by any party to this Agreement upon any other parties to this
Agreement, shall be deemed to have been given or served (i) one (1) day after
depositing such notice with a nationally recognized overnight courier, or (ii)
three (3) days after the date postmarked by mailing same by certified United
States mail, return receipt requested, postage prepaid, or (iii) on the same
business day that such notice is telecopied and mailed by first class mail,
postage prepaid, in each case addressed to the following:

            Purchaser:          c/o Ramco-Gershenson Properties Trust
                                27600 Northwestern Highway, Suite 200
                                Southfield, Michigan 40834
                                Attention: Catherine Clark, Vice President,
                                Acquisitions
                                Facsimile:(248) 728-1600

                                       4


            with copy to:       Honigman Miller Schwartz & Cohn LLP
                                32270 Telegraph Road, Suite 225
                                Bingham Farms, Michigan 48025
                                Attention: Alan M. Hurvitz, Esq.
                                Facsimile: (248) 566-8310

            Seller:             Investcorp International, Inc.
                                280 Park Avenue, 37th Floor
                                New York, NY 10017
                                Attention: Heather Mutterperl
                                Facsimile (212) 983-7073

            with a copy to:     Gibson, Dunn & Crutcher LLP
                                200 Park Avenue
                                New York, NY 10166
                                Attention: Joanne Franzel, Esq.
                                Facsimile: (212) 351-4035

            If to Escrow Agent: Ruden, McClosky, Smith, Schuster & Russell,
                                P.A.
                                222 Lakeview Avenue, Suite 800
                                West Palm Beach, Florida 33401
                                Attn: Steven R. Parson, Esq.
                                Fax: (561) 514-3424

      All parties shall have the right from time to time to designate by written
notice to all other parties any other address or place where such notice,
demand, or request be addressed.

      11. MISCELLANEOUS.

            (a) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
representatives, successors and assigns.

            (b) This Agreement shall be construed under and governed by the laws
of the State of Florida, and, in the event that any provision hereof shall be
deemed illegal or unenforceable, said provision shall be severed herefrom and
the remainder of this Agreement shall be enforced in accordance with the
intentions of the parties as herein expressed.

            (c) This Agreement may not be amended or altered except by an
instrument in writing executed by all the parties hereto.

            (d) This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. A facsimile signature of a party shall be deemed binding
upon that party.

                                       5


      WHEREFORE, the parties hereto have executed this Agreement as of the date
set forth below their respective signatures.

                        [SIGNATURES APPEAR ON NEXT PAGE]

                                       6


                                         SELLER:

                                         NWC GLADES 441, INC., a Delaware
                                         corporation

                                         By: ___________________________________
                                             F. Jonathan Dracos
                                             Vice President

                                         DIVERSIFIED INVEST II, LLC, a Delaware
                                             limited liability company

                                         By: ___________________________________
                                             John R. Fraser
                                             Vice President

                                         DELRAY RETAIL, INC., a Delaware
                                         corporation

                                         By: ___________________________________
                                             F. Jonathan Dracos
                                             Vice President

                                         DIVERSIFIED INVEST III, LLC, a Delaware
                                             limited liability company

                                         By: ___________________________________
                                             John R. Fraser
                                             Vice President

                                       7


                                         PURCHASER:

                                         RAMCO DEVELOPMENT LLC,
                                         a Michigan limited liability company

                                         By: ___________________________________
                                         Name: _________________________________
                                         Title: ________________________________

                                         ESCROW AGENT:

                                         RUDEN, McCLOSKY, SMITH,
                                         SCHUSTER & RUSSELL, P.A.

                                         By: ___________________________________
                                             Steven R. Parson, Vice President

                                       8


                                    EXHIBIT P

                                 BALANCE SHEETS

EX-10.69

                                                                   EXHIBIT 10.69

PREPARED BY AND AFTER RECORDING
RETURN TO:

Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, TX 75201-4675
Attn: Kyle B. Beaty, Esq.

                                                   Property: Centre at Woodstock
                                                            Loan No.: M255999755

                             ASSUMPTION OF LIABILITY
                           AND MODIFICATION AGREEMENT

      THIS ASSUMPTION OF LIABILITY AND MODIFICATION AGREEMENT (this "Agreement")
is made to be effective as of August 12, 2004 (the "Effective Date"), by and
between CENTRE AT WOODSTOCK, LLC, a Georgia limited liability company
("Borrower"), whose address is 5370 Oakdale Road, Smyrna, Georgia 30082, and
RAMCO WOODSTOCK LLC, a Delaware limited liability company ("Purchaser"), whose
address is 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan
48334, and WELLS FARGO BANK, N.A., SUCCESSOR-BY-MERGER TO NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF FIRST
UNION COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
FUNB SERIES 1999-C1 ("Lender"), as established under the Pooling and Servicing
Agreement dated as of December 1, 1998, whose address is c/o Wachovia Bank,
N.A., Real Estate & Financial Services, Investment Banking, 8739 Research Drive,
URP4 Charlotte, NC 28262-1075. JAMES C. WALLACE, JR., an individual
(individually and collectively, as the context requires, "Existing Indemnitor"),
being the guarantor(s) under the Guaranty (hereinafter defined) and, with
Borrower, the indemnitor(s) under the Environmental Indemnity (hereinafter
defined), joins in the execution hereof with respect to the matters set forth in
Paragraph 5 hereinbelow. RAMCO-GERSHENSON PROPERTIES L.P. ("New Indemnitor"),
joins in the execution hereof with respect to the matters set forth in Paragraph
4 hereinbelow.

                                R E C I T A L S:

      A. First Union National Bank ("Original Lender"), made a loan (the "Loan")
in the original principal amount of SEVEN MILLION DOLLARS ($7,000,000) to
Borrower.

      B. To evidence the Loan, Borrower executed and delivered to Original
Lender that certain Promissory Note, dated June 30, 1998 (the "Note"), payable
to the order of Original

                                       1


Lender in the original principal sum of SEVEN MILLION DOLLARS ($7,000,000),
bearing interest and being payable as therein provided.

      C. Payment of the Note is secured by, among other instruments, that
certain Deed to Secure Debt and Security Agreement of even date therewith (the
"Security Instrument"), executed by Borrower for the benefit of Original Lender,
encumbering, among other property, that certain parcel of real property located
in Cherokee County, Georgia, which is more particularly described on Exhibit A
attached hereto and incorporated herein for all purposes (the "Property").

      D. The Security Instrument is recorded in Deed Book 3182, Page 28 of the
Official Real Estate Records of Cherokee County, Georgia (the "Records"), said
Security Instrument and the record thereof being incorporated herein for all
purposes.

      E. Payment of the Note is further secured by certain other instruments,
including specifically, without limitation, that certain Assignment of Leases
and Rents of even date with the Note (the "Assignment of Leases"), recorded in
Deed Book 3182, Page 95 of the Records.

      F. Borrower and Existing Indemnitor also executed an Environmental
Indemnity Agreement (the "Environmental Indemnity") with respect to the Loan,
and Existing Indemnitor executed an Indemnity and Guaranty Agreement (the
"Guaranty"), each of even date with the Note, with respect to those matters,
commonly known as "non-recourse carveouts," set forth in the Note.

      G. Lender is the current owner and holder of the Loan and succeeded to the
interest of Original Lender under the Loan Documents by that certain Assignment
of Deed to Secure Debt and Security Agreement, and Assignment of Leases dated
December 30, 1998 to Lender, recorded in Deed Book 3888, Page 199 of the
Records.

      H. Borrower desires to sell, convey and transfer the Property to Purchaser
subject to Purchaser's assumption of the Loan Documents and Borrower and
Purchaser have requested Lender's consent to such transfer and assumption.

      I. Lender desires to grant its consent to the transfer and assumption
subject to the terms and conditions as more specifically provided hereinbelow.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

            1. For purposes hereof, the following terms shall have the meanings
      set forth below. All capitalized terms used herein and not otherwise
      defined herein shall have the respective meanings set forth in the
      Security Instrument.

                  (a) "Loan Documents" shall mean the Note, the Security
            Instrument, the Assignment of Leases, the Environmental Indemnity,
            the Guaranty, together with all other documents evidencing and
            securing the Loan.

                                       2


                  (b) "Assumption Documents" shall mean this Agreement, together
            with all other documents executed or delivered in connection
            herewith or with the assumption of the Loan Documents by Purchaser
            as set forth herein.

                  (c) "Assumed Loan Documents" shall mean the Loan Documents, as
            assumed by Purchaser and modified as set forth in the Assumption
            Documents.

            2. Borrower agrees to sell, grant and convey to Purchaser all right,
      title and interest in and to the Property subject to the liens and
      encumbrances of the Loan Documents and to the terms and provisions of this
      Agreement and the other Assumption Documents.

            3. Purchaser hereby assumes liability for and agrees to pay and
      perform any and all of the indebtedness which Borrower may now be, or
      which Purchaser hereafter becomes, obligated to pay under or in connection
      with the Note, the Security Instrument, the Assignment of Leases and any
      of the other Loan Documents, and any and all other obligations which
      Borrower may now or hereafter be obligated to perform under or in
      connection with the Note, the Security Instrument, the Assignment of
      Leases and any of the other Loan Documents, without reservation or
      exception, to the same extent as though Purchaser were the original
      obligor, subject, however, to any limitations set forth in the Loan
      Documents with respect to recourse against the Borrower in the event of a
      default.

            4. Without limitation, Purchaser acknowledges its full, personal
      liability for those matters, commonly known as "non-recourse carveouts,"
      set forth in the Note, and for any representations, warranties, covenants
      and indemnities contained in any of the Loan Documents relating to
      environmental matters (the non-recourse carveouts and environmental
      representations, warranties, covenants and indemnities being herein
      referred to as "Purchaser's Recourse Obligations"). Additionally, by that
      certain Substitution of Guarantor, New Indemnitor has assumed and agreed
      to have joint and several liability with Purchaser for Purchaser's
      Recourse Obligations, in accordance with the terms of such instrument.

            5. Borrower and Existing Indemnitor, respectively, are released from
      their respective obligations as set forth in the Note, the Security
      Instrument, the Assignment of Leases and any of the other Loan Documents,
      except for recourse obligations for which such parties expressly have
      personal liability under the Note and other Loan Documents ("Recourse
      Obligations") to the extent such Recourse Obligations arise out of acts or
      events occurring or obligations arising prior to or simultaneously with
      the transfer of the Property to Purchaser. To the extent of Borrower's
      obligations which expressly survive the execution and delivery of this
      Agreement, the obligations of Borrower and Purchaser shall, as to Lender,
      be joint and several. Borrower agrees that Lender may, without notice to
      Borrower and without releasing Borrower from liability, accept collections
      directly from Purchaser and otherwise deal with Purchaser in all matters
      relating to the Note, the Security Instrument, the Assignment of Leases
      and any of the other Loan Documents, without notice to Borrower to the
      same extent as though Borrower were not, to the extent of Borrower's
      obligations which expressly survive the execution and delivery of this
      Agreement, jointly and severally liable with Purchaser, and that the
      obligations of

                                       3


      Borrower which expressly survive the execution and delivery of this
      Agreement shall not be released, waived, increased, expanded or otherwise
      affected in any way notwithstanding any agreements, arrangements,
      releases, compromises, acceptances of late payments, novations or any
      other dealings whatsoever between Lender and Purchaser or any other party
      concerning the Note, the Security Instrument, the Assignment of Leases and
      any of the Loan Documents or the property secured thereby. Borrower agrees
      that Lender may, without notice to Borrower and without releasing Borrower
      from Borrower's liability with respect to those matters which expressly
      survive the execution and delivery of this Agreement, elect any remedy and
      compromise or release any debt or grant extensions of time for payment all
      on terms satisfactory to Lender or by operation of law or otherwise. By
      its signature below, Existing Indemnitor agrees to the matters set forth
      in the preceding two sentences with respect to its continuing liability
      for those Recourse Obligations arising out of acts or events occurring or
      obligations arising prior to or simultaneously with the transfer of the
      Property to Purchaser, including, without limitation, those arising
      pursuant to the Environmental Indemnity and the Guaranty that survive the
      execution and delivery of this Agreement.

            6. Borrower and Purchaser each represent and warrant to Lender for
      themselves and on their own behalf (but not for the benefit of each of
      Purchaser or Borrower as to the other) that:

                  (a) neither has placed, agreed to, authorized or knows of any
            lien against the Property (other than the Loan Documents and
            Permitted Encumbrances, as defined in the Security Instrument);

                  (b) to their knowledge there is no second mortgage or other
            lien now outstanding against the Property (other than taxes for the
            current year only, which are not yet due and payable);

                  (c) the lien of the Security Instrument is a valid first and
            subsisting lien on the Property (subject to real estate taxes);

                  (d) the execution, delivery and recording of this Agreement
            will not impair the lien of the Security Instrument;

                  (e) all information, documents and financial information,
            respectively, submitted to Lender by the warranting party or its
            agents relating to Purchaser, Borrower or their general partners,
            members, guarantors, parents or subsidiaries is true, correct and
            complete and accurate in all material respects as of the date of the
            submission and as of the date of this Agreement; and

                  (f) the person(s) executing this Agreement on behalf of
            Purchaser and Borrower, respectively, have the full authority to do
            so and to bind Purchaser or Borrower, as applicable.

            7. The Property shall remain in all respects subject to the liens,
      charges or encumbrances of the Security Instrument and the other Loan
      Documents and/or conveyance of title contained in the Loan Documents.
      Nothing in this Agreement shall

                                       4


      affect or be construed to affect (a) the warranty of title in the Security
      Instrument or (b) the liens, charges or encumbrances of the Security
      Instrument or the other Loan Documents or the priority thereof over all
      other liens, charges, encumbrances or conveyances, or (c) release or
      affect the liability of any party or parties under or on account of the
      Loan Documents, except to the extent Borrower and the Existing Indemnitor
      are expressly released under Paragraph 5 of this Agreement. Nothing in
      this Agreement shall affect or be construed to affect any other security
      or instrument, if any, held by Lender in connection with or to evidence
      the Loan.

            8. As a condition precedent to Lender's consent to the transfer to
      Purchaser and assumption of the Loan Documents by Purchaser, Purchaser
      represents, warrants and covenants to Lender as follows:

                  (a) Purchaser is a limited liability company, duly organized,
            validly existing and in good standing under the laws of the State of
            Delaware, and has full power and authority to conduct the business
            of owning and operating the Property in the state where the Property
            are located.

                  (b) Purchaser is not a foreign corporation, foreign
            partnership, foreign trust or foreign estate, as those terms are
            defined in the Internal Revenue Code. Purchaser's U.S. employer
            identification number is 20-1445973 and office address is 31500
            Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334.
            This statement is made by Purchaser in compliance with Section 1445
            of the Internal Revenue Code to exempt any transferee of the
            Property from withholding the tax required upon a foreign
            transferor's disposition of a U.S. real property interest.

                  (c) Lender is not required to withhold any tax as a result of
            the transfer of the Property to Purchaser or upon the exercise by
            Lender of any of its rights or remedies pursuant to the Security
            Instrument. Purchaser agrees to inform Lender promptly if any of the
            above information in this subparagraph should change and no longer
            be true. Purchaser understands that the information set forth herein
            may be disclosed to the Internal Revenue Service and that any false
            statement contained herein could be punished by fine, imprisonment,
            or both.

                  (d) The execution and delivery of this Agreement and of the
            documents and instruments effecting such sale, conveyance and
            assignment of the Property to Purchaser have been duly authorized by
            Purchaser, and that this Agreement and such other documents and
            instruments have been duly executed and delivered by Purchaser.

                  (e) This Agreement, the other Assumption Documents and the
            Assumed Loan Documents, constitute the legal, valid and binding
            obligations of Purchaser enforceable in accordance with their
            respective terms, except to the extent that such enforcement may be
            limited by applicable bankruptcy, insolvency, reorganization or
            other similar laws affecting the rights of creditors generally or
            general principles of equity. Neither the entry into nor the

                                       5


            performance of and compliance with this Agreement, the other
            Assumption Documents or any of the Assumed Loan Documents has
            resulted or will result in any violation of, or conflict with or
            default under, any judgment, decree, order, mortgage, indenture,
            contract, agreement or lease by which Purchaser or any property of
            Purchaser is bound or any statute, rule or regulation applicable to
            it.

                  (f) There is no action, proceeding or investigation pending
            or, to the best of Purchaser's knowledge, threatened, which
            questions, directly or indirectly, the validity or enforceability of
            the Assumption Documents or any of the Assumed Loan Documents, or
            any action taken or to be taken pursuant thereto, or which might
            result in any material adverse change in the condition (financial or
            otherwise) or business of Purchaser.

                  (g) Purchaser has personal knowledge of all of the terms and
            conditions of the Assumed Loan Documents and further agrees that
            Lender has no obligation to provide any information to Purchaser
            regarding the terms and conditions of the Loan Documents. Purchaser
            further understands and acknowledges that, except as expressly
            provided hereunder or in another writing executed by Lender, Lender
            has not waived any right of Lender or obligation under the Loan
            Documents and Lender has not agreed to any modification of any
            provision of any Loan Document or to any extension of the Loan.

                  (h) No representation or warranty of Purchaser made in this
            Agreement contains any untrue statement of material fact or omits to
            state a material fact necessary in order to make such
            representations and warranties not misleading in light of the
            circumstances under which they are made.

                  (i) There has been no material adverse change in the
            representations made or information heretofore supplied by or on
            behalf of Purchaser in connection with the assumption of the Loan,
            including, but not limited to, with respect to (a) the composition,
            structure, finances, business operations, credit prospects or
            financial condition of Purchaser or any other entity or person
            within the organizational structure of Purchaser or which or who has
            a direct or indirect ownership interest in Purchaser and (b) the
            rental income, condition or ownership of the Property.

                  (j) (i) as of the Effective Date, Purchaser will have acquired
            from Borrower all of the Property, and accepted Borrower's
            assignment of the Leases and Rents; (ii) as of the Effective Date,
            Purchaser will have assumed the performance of Borrower's
            obligations under the Leases; and (iii) it has not granted to
            Borrower or Existing Indemnitor a mortgage or other security
            instrument or lien upon the Property to secure any debt or
            obligations owed to Borrower or Existing Indemnitor.

                  (k) There are no rights to set off or counterclaim, nor any
            defenses of any kind, whether legal, equitable or otherwise, which
            would enable Purchaser to

                                       6


            avoid or delay timely performance of its obligations under the
            Assumed Loan Documents.

                  (l) There are no loans payable by Purchaser to any partner or
            member of Purchaser or to any other person or entity which is in the
            organizational structure of Purchaser or who or which has a direct
            or indirect ownership interest in Purchaser or is an affiliate or
            subsidiary entity of any of the foregoing or is a stockholder,
            officer or director of any of the foregoing or is an affiliate or
            subsidiary entity of such stockholder, officer or director.

                  (m) Purchaser has furnished to Lender all insurance policies
            and certificates required pursuant to the Loan Documents.

                  (n) Purchaser does not own any real property or assets other
            than the Property and does not operate any business other than the
            management and operation of the Property.

                  (o) Purchaser has filed all federal, state, county and
            municipal tax returns required to have been filed by Purchaser, and
            has paid all taxes which have become due pursuant to such returns or
            to any notice of assessment received by Purchaser, and Purchaser has
            no knowledge of any basis for additional assessment with respect to
            such taxes. To the best of Purchaser's knowledge, there are not
            presently pending any special assessments against the Property or
            any part thereof.

                  (p) After the Loan is assumed, Purchaser will, to the best of
            its knowledge, have sufficient working capital, including cash flow
            from the Property, not only to adequately maintain the Property, but
            also to pay all of Purchaser's outstanding debts as they come due.

            9. Purchaser shall use commercially reasonable efforts to obtain in
      all new leases in respect of the Property, in substance, the following
      provision (the "Attornment Language"):

                  Attornment. Tenant hereby agrees that Tenant will recognize as
                  its landlord under this Lease and shall attorn to any person
                  succeeding to the interest of Landlord in respect of the land
                  and the buildings on or in which the demised premises is
                  contained, upon any foreclosure of any deed of trust upon such
                  land or buildings or upon the execution of any deed in lieu of
                  such foreclosure in respect of such deed of trust. If
                  requested, Tenant shall execute and deliver an instrument or
                  instruments confirming its attornment as provided herein;
                  provided, however, that no successor-in-interest shall be
                  bound by any payment of rent for more than one (1) month in
                  advance, or any amendment or modification of this Lease made
                  without the express written consent of the beneficiary under
                  such deed of trust, provided that such person shall recognize
                  this Lease

                                       7


                  as remaining in full force and effect and Tenant's rights to
                  possession remain undisturbed so long as Tenant is not in
                  default hereunder.

            Notwithstanding the foregoing, Lender acknowledges that (i)
            Borrower's standard form lease contains subordination and attornment
            language which may be used in lieu of the Attornment Language, and
            (ii) anchor tenants often insist on using their own standard form of
            lease agreement which may contain language that varies and this will
            be taken under advisement when Lender reviews and approves such
            anchor tenant lease, although Lender may require reasonable
            subordination, non-disturbance and attornment language and there may
            be the necessity for a separate subordination, non-disturbance and
            attornment agreement with such anchor tenant.

            10. Neither Purchaser nor to Purchaser's knowledge, any person
      owning an interest in Purchaser (except that Purchaser's knowledge shall
      not require any investigation into ownership of publicly traded stock or
      other publicly traded securities nor into ownership of limited partners of
      New Indemnitor), is a country, territory, individual or entity named on a
      list maintained by the U.S. Treasury Department's Office of Foreign Assets
      Control ("OFAC"), or is a Specially Designated National or Blocked Person
      under the programs administered by OFAC. If the foregoing certification,
      representation and warranty shall at any time be or become untrue or
      incorrect during the term of the Loan, an Event of Default shall be deemed
      to have occurred.

            11. Lender hereby consents to said transfer and agrees that said
      transfer and sale shall not constitute a default under the Security
      Instrument or any of the other Loan Documents. However, Lender does not
      waive any other default, whether now in existence or occurring hereafter,
      whether known or unknown. Lender has no actual knowledge of any monetary
      default under any of the Loan Documents. This waiver applies only to this
      particular transfer and sale and not to any future transfer or sale.
      Purchaser and Borrower agree that they will not sell or attempt to sell or
      transfer or otherwise dispose of the property covered by the Security
      Instrument without the written consent of Lender, its successors or
      assigns, except for the sale referred to herein.

            12. Until further notice given by either party to the other in
      accordance with Section 4.5 of the Security Instrument:

                  (a) the following shall be the name and address for notices
            for Purchaser as "Grantor" under Section 4.5 and as "Debtor" under
            Section 1.22 of the Security Instrument:

                        RAMCO WOODSTOCK LLC
                        31500 Northwestern Highway, Suite 300
                        Farmington Hills, Michigan 48334
                        Attention: Chief Financial Officer

                                       8


                  (b) the following shall be the name and address for notices
            for Lender as "Grantee" under Section 4.5 and as "Secured Party"
            under Section 1.22 of the Security Instrument:

                        WELLS FARGO BANK, N.A., SUCCESSOR-BY-MERGER TO NORWEST
                        BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE
                        REGISTERED HOLDERS OF FIRST UNION COMMERCIAL MORTGAGE
                        TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES FUNB
                        SERIES 1999-C1
                        c/o Wachovia Bank, N.A.
                        Real Estate & Financial Services, Investment Banking
                        8739 Research Drive, URP4
                        Charlotte, NC  28262-1075
                        Loan No. M255999755

            13. The parties hereby acknowledge and agree that the outstanding
      and unpaid principal balance of the Note as of August 2, 2004 is
      $5,822,873.91. This amount has been determined after taking into account
      the payment received by Lender due for August 1, 2004.

            14. The Note, the Security Instrument, the Assignment of Leases and
      any and all other Loan Documents are hereby modified to reflect the
      transfer provided for herein and all references therein to Borrower, shall
      be deemed to refer to Purchaser. Except as expressly modified by this
      Agreement and the other Assumption Documents, the terms and conditions of
      the Loan Documents remain unchanged and are reaffirmed, ratified and
      confirmed and remain in full force and effect. Borrower is not now
      entitled to any claim, counterclaim, defense, affirmative defense, or
      other right of setoff whatsoever against Lender, its officers, directors,
      employees and agents (the "Released Parties") with regard to (x) the
      payment of the Note and the sums payable thereunder or (y) the enforcement
      of any of the rights and remedies of Lender under any of the Loan
      Documents. In consideration of Lender's consent under this Agreement and
      the release of Borrower under Paragraph 5 of this Agreement, Borrower
      hereby releases, waives, and surrenders any and all claims, counterclaims,
      defenses, affirmative defenses, and other rights of setoff whatsoever,
      relating to acts, events, conduct, or other matters whatsoever occurring
      at or prior to the date hereof, that Borrower might otherwise have been
      entitled to assert or allege against the Released Parties (but not against
      Purchaser) for any reason under or in connection with the Loan or Loan
      Documents or the Assumption Documents, including, but not limited to, any
      matter related to, connected with, arising out of, or regarding this
      Agreement, transfer of the Property, the payment of amounts due to Lender
      under the Note or the enforcement of the provisions under any of the Loan
      Documents. Purchaser acknowledges and agrees that the foregoing release,
      waiver, and surrender by Borrower is binding upon Purchaser for all events
      arising prior to the execution of this Agreement.

            15. PURCHASER AND BORROWER WAIVE, TO THE FULLEST EXTENT PERMITTED BY
      LAW, THE RIGHT TO TRIAL BY JURY IN ANY

                                       9


      ACTION, PROCEEDING OR COUNTER-CLAIM FILED BY EITHER OF THEM, WHETHER IN
      CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS
      AGREEMENT, THE LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF LENDER IN
      CONNECTION THEREWITH OR THE LOAN.

            16. All parties to this Agreement specifically confirm and agree
      that nothing in this Agreement shall be understood or construed to amount
      to a satisfaction or release in whole or in part of the Note, the Security
      Instrument, the Assignment of Leases or any of the other Loan Documents,
      or of the property covered by the Security Instrument from the effect
      thereof. All terms and conditions of the Loan Documents, including any
      written amendments or modifications heretofore agreed to by Lender, shall
      continue in full force and effect except as otherwise provided herein.

            17. Except as expressly provided herein, the execution of this
      Agreement by the Lender does not and shall not constitute a waiver of any
      rights or remedies to which Lender is entitled pursuant to the Loan
      Documents, nor shall the same constitute a waiver of any default which may
      have heretofore occurred or which may hereafter occur with respect to the
      Loan Documents.

            18. This Agreement may be executed in any number of counterparts
      with the same effect as if all parties hereto had signed the same
      document. All such counterparts shall be construed together and shall
      constitute one instrument, but in making proof hereof it shall only be
      necessary to produce one such counterpart.

            19. If any one or more of the provisions contained in this Agreement
      are for any reason invalid, illegal or unenforceable in any respect, such
      invalidity, illegality or unenforceability shall not affect any other
      provision hereof, and this Agreement will be construed as if such invalid,
      illegal or unenforceable provision had never been contained in this
      Agreement.

            20. THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE GOVERNED BY
      THE APPLICABLE INTERNAL LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED,
      WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.

            21. Within this Agreement, words of any gender shall be held and
      construed to include any other gender, and words in the singular number
      shall be held and construed to include the plural, unless the context
      otherwise requires. The parties acknowledge that the parties and their
      counsel have reviewed and revised this Agreement and that the normal rule
      of construction to the effect that any ambiguities are to be resolved
      against the drafting party shall not be employed in the interpretation of
      this Agreement or any exhibits or amendments hereto.

            22. THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES
      HERETO WITH RESPECT TO THE ASSUMPTION OF THE LOAN AND FULLY SUPERSEDES ALL
      PRIOR AGREEMENTS AND

                                       10


      UNDERSTANDING BETWEEN THE PARTIES PERTAINING TO SUCH SUBJECT MATTER.

            23. The terms and conditions of this Agreement shall be binding upon
      and shall inure to the benefit of the parties hereto, their successors and
      permitted assigns.

            24. Notwithstanding anything contained in Section 1.33(n) of the
      Security Instrument, Lender hereby consents to Purchaser's tax returns
      being consolidated with those of its sole member, Ramco-Gershenson
      Properties L.P., provided that (i) Purchaser shall deliver to Lender its
      financial statements prepared in accordance with generally accepted
      accounting practices no later than 30 days after the end of each calendar
      quarter during the term of the Loan, (ii) on Ramco-Gershenson Properties
      L.P.'s tax returns Purchaser is listed as being included in the tax
      filing, (iii) Purchaser shall provide Lender with copies of its IRS
      Schedule M-1 on a standalone basis by May 15 of each year during the term
      of the Loan. Purchaser's failure to file separate tax returns shall not
      constitute a default under the Security Instrument so long as Purchaser
      complies with the foregoing. However, Lender does not waive any other
      default, whether now in existence or occurring hereafter, whether known or
      unknown. The waiver in this Section 24 regarding the separate filing of
      tax returns applies only to Ramco Woodstock LLC and not to any future
      assumptor pursuant to any future transfer or sale, if permitted by Lender;
      the foregoing shall not constitute Lender's consent to any future transfer
      or sale nor abrogate the terms and provisions of Section 11 above.

            25. Section 1.21 of the Security Instrument is amended to delete the
      erroneous reference "and Section 1.34 hereof" in the third line.

            26. The definition of Permitted Encumbrances in the Security
      Instrument is amended to include exceptions 4 through 11 on Schedule B on
      Pro Forma Title Commitment (office file no. 044-116) issued by
      Commonwealth Land Title Insurance as of August 6, 2004; provided, however,
      this modification to the definition of Permitted Encumbrances is only made
      to clarify that Purchaser shall not be in default by virtue of the
      exceptions currently of public record, and shall not in any way abrogate
      the liabilities, obligations or responsibilities of the title underwriter
      under Lender's currently effective mortgagee's title policy (issued as of
      the date of the Note) as modified by any endorsements issued concurrently
      herewith.

            27. The parties hereto acknowledge that (i) the Escrow Agreement
      dated of even date with the Note is no longer in effect, and (ii)
      Purchaser shall not be responsible for a breach of a representation or
      warranty made by Borrower in the Loan Documents (but will be responsible
      for any continuing representations or warranties that may be deemed to be
      made by the obligor under the Loan Documents after the date hereof and any
      representations and warranties made by Purchaser hereunder).

            28. Notwithstanding anything contained in the Security Instrument to
      the contrary:

                                       11


                  (a) The following conveyances shall not require the consent of
            Lender or be deemed a default under any of the applicable Loan
            Documents: (1) transfers of limited partnership interests in New
            Indemnitor, the limited partnership which presently owns the sole
            membership in Purchaser; and (2) sales of stock in Ramco-Gershenson
            Properties Trust ("RGPT"), which is the publicly traded real estate
            investment trust that is the general partner of New Indemnitor; and

                  (b) Consistent with Section 24 above, Purchaser shall not be
            required to deliver financial statements separate from its member
            (but shall be required to comply with Section 24 above), nor is it
            necessary that New Indemnitor's financial statements be certified by
            an independent certified public accountant (financial statements
            certified by New Indemnitor's chief financial officer shall be
            sufficient).

      Purchaser's failure to comply with any contrary provisions in the Security
      Instrument shall not constitute a default under the Security Instrument.
      However, Lender does not waive any other default, whether now in existence
      or occurring hereafter, whether known or unknown. The waivers in this
      Section 28 apply only to Ramco Woodstock LLC and not to any future
      assumptor pursuant to any future transfer or sale, if permitted by Lender;
      the foregoing shall not constitute Lender's consent to any future transfer
      or sale nor abrogate the terms and provisions of Section 11 above.

            IN WITNESS WHEREOF, the parties hereto have executed and delivered
      this Agreement to be effective as of the day and year first above written.

                      [THE BALANCE OF THIS PAGE IS BLANK.]

                                       12


                                    LENDER:

                                    WELLS FARGO BANK, N.A., SUCCESSOR-BY-MERGER
                                    TO NORWEST BANK MINNESOTA, NATIONAL
                                    ASSOCIATION, AS TRUSTEE FOR THE REGISTERED
                                    HOLDERS OF FIRST UNION COMMERCIAL MORTGAGE
                                    TRUST COMMERCIAL MORTGAGE PASS-THROUGH
                                    CERTIFICATES FUNB SERIES 1999-C1

                                    By:  Lennar Partners, Inc.
                                    Its: Special Servicer

                                         By: ___________________________________
                                         Name: _________________________________
                                         Title: ________________________________

Signed, sealed and delivered
in the presence of:

___________________________________
Print Name:
Unofficial Witness

___________________________________
Notary Public
(Notarial Seal)

My Commission expires:

___________________________________

                              [SIGNATURES CONTINUE]



                                    BORROWER:

                                    CENTRE AT WOODSTOCK, LLC,
                                    a Georgia limited liability company

                                    By: ________________________________________
                                    Name: James C. Wallace, Jr.
                                    Title:  Manager

Signed, sealed and delivered
in the presence of:

__________________________________
Print Name:
Unofficial Witness

__________________________________
Notary Public
(Notarial Seal)

My Commission expires:

__________________________________

                              [SIGNATURES CONTINUE]



                                           PURCHASER:

                                           RAMCO WOODSTOCK, LLC,
                                           a Delaware limited liability company

                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________

Signed, sealed and delivered
in the presence of:

_______________________________________
Print Name:
Unofficial Witness

_______________________________________
Notary Public
(Notarial Seal)

My Commission expires:

_______________________________________

                             [SIGNATURES CONTINUE]



                                             EXISTING INDEMNITOR:

                                             ___________________________________
                                             JAMES C. WALLACE, JR.

Signed, sealed and delivered
in the presence of:

______________________________________
Print Name:
Unofficial Witness

______________________________________
Notary Public
(Notarial Seal)

My Commission expires:

______________________________________

                              [SIGNATURES CONTINUE]



                                         NEW INDEMNITOR:

                                         RAMCO-GERSHENSON PROPERTIES, L.P.
                                         a Delaware limited partnership

                                             By: RAMCO-GERSHENSON
                                                 PROPERTIES TRUST, a
                                                 Maryland real estate investment
                                                 trust, its General Partner

                                                 By: ___________________________
                                                 Name: _________________________
                                                 Title: ________________________

                                                 By: ___________________________
                                                 Name: _________________________
                                                 Title: ________________________

Signed, sealed and delivered
in the presence of:

_____________________________________
Print Name:
Unofficial Witness

_____________________________________
Notary Public
(Notarial Seal)

My Commission expires:

____________________________________



                                    EXHIBIT A

                               (Legal Description)

Shopping Center Tract Legal Description

All that tract or parcel of land lying and berg in Land Lots 1131 and 1174, 15th
District, Cherokee County, City of Woodstock, Georgia, and being more
particularly described as follows:

Commencing at the intersection of the northerly right-of-way of Georgia Highway
92 (having a variable right-of-way width) and the easterly right-of-way of
Trickum Road (having 4 variable right-of-way width), said point being at Sta 207
+ 58.33, 83.73' Lt. per Department of Transportation right-of-way documents for
Project #FR 165-1(49), dated 8/29/96; thence north 41 degrees 03 minutes 18
seconds west, along a right-of-way miter a distance of 97.47 feet to a point;
thence along the easterly right-of-way of Trickum Road north 00 degrees 22
minutes 47 seconds east, a distance of 119.27 feet to a point; thence continuing
along said right-of-way, along a curve to the right, having a radius of 11409.16
feet, an arc length of 24.67 feet, a chord bearing of north 00 degrees 26
minutes 30 seconds east, and a chord length of 24.67 feet to the Point of
Beginning;

Thence continuing along said right-of-way, along a curve to the right having a
radius of 11409.16 feet, an arc length of 169.93 feet, a chord bearing of north
00 degrees 55 minutes 49 seconds east, and a chord length of 169.92 feet- to a
point; thence continuing along said right-of-way north 01 degree 21 minutes 25
seconds east, a distance of 89.46 feet to a point; thence along a right-of-way
offset north 88 degrees 38 minutes 35 seconds west, a distance of 20.54 feet to
a point; thence continuing along said right-of-way north 03 degrees 38 minutes
08 seconds west, a distance of 32.15 feet to a point; thence continuing along
said right-of-way north 02 degrees 54 minutes 43 seconds east, a distance of
241.71 feet to a point; thence along a right-of-way offset south 76 degrees 13
minutes 43 seconds east, a distance of 8.00 feet to a point; thence continuing
along said right-of-way along a curve to the right having a radius of 437.46
feet, an arc length of 102.92 feet, a chord bearing of. north 20 degrees 30
minutes 39 seconds east, and a chord length of 102.68 feet to a point; thence
departing said right-of-way south 88 degrees 44 minutes 12 seconds east, a
distance of 196.44 feet to a point; thence north 47 degrees 23 minutes 29
seconds east, a distance of 59.12 feet to a point; thence south 88 degrees 44
minutes 12 seconds east, a distance of 126.98 feet to a point; thence south 02
degrees 20 minutes 21 seconds west, a distance of 164.54 feet to a point; thence
north 86 degrees 56 minutes 21 seconds east, a distance of 207.87 feet to a
point; thence south 02 degrees 02 minutes 21 seconds west, a distance of 259.80
feet to a point; thence south 88 degrees 28 minutes 19 seconds east, a distance
of 123.98 feet to a point; thence south 01 degree 15 minutes 48 seconds west, a
distance of 551.31 feet to a point on the northerly right-of-way of Georgia
Highway 92; thence along said right-of-way north 82 degrees 25 minutes 56
seconds west, a distance of 114.39 feet to a point; thence departing from said
right-of-way north 21 degrees 49 minutes 35 seconds east, a distance of 127.7
feet to a point; thence north 01 degree 15 minutes 48 seconds east, a distance
of 102.37 feet to a point; thence north 88 degrees 44 minutes 12 seconds west, a
distance of 321.95 feet to a point; thence south 01 degree 15 minutes 48 seconds
west, a distance of 186.89 feet to a point on the northerly right-of-way of
Georgia Highway 92; thence along said right-of-way: north 82 degrees 29



minutes 22 seconds west, a distance of 93.58 feet to a point; thence departing
said right-of-way north 01 degree 15 minutes 48 seconds east, a distance of
28.00 -feet to a point; thence south 82 degrees 29 minutes 22 seconds east, a
distance of 30.61 feet to a point; thence north 31 degrees 07 minutes 39 seconds
east, a distance of 45.39 feet to a point; thence north 01 degree 15 minutes 48
seconds east, a distance of 169.85 feet to a point; thence north 88 degrees 44
minutes 12 seconds west, a distance of 284.22 feet to the Point of Beginning.

Said tract containing 10.210 acres, more or 104s, as shown on that certain
"A.L.T.A. Survey & As-Built" Survey for Wallace Enterprises, Inc., Chicago Title
Insurance Company, and McClure & McClure, LLC, dated March 30, 1998, prepared by
Braswell Engineering, Inc., and certified by Raymond C. Knight, GRLS No. 1991.

Outparcel 1 Legal Description

All that tract or parcel of land lying and being in Land Lot 1174, 15th
District, Cherokee County, City of Woodstock, Georgia, and being more
particularly described as follows;

Commencing at the intersection of the northerly right-of-way of Georgia Highway
92 (having a variable right-of-way) and the easterly right-of-way of Trickum
Road (having a variable right-of-way), said point being at Sta 207 + 58.33,
83.73' Lt. per Department of Transportation right-of-way documents for Project
#FR 165-1(49), dated 8/29/96; thence along the northerly right-of-way of Georgia
Highway 92 south 82 degrees 29 minutes 22 seconds east, a distance of 400.20
feet to the Point of Beginning.

Thence departing said right-of-way north 07 degrees 30 minutes 38 seconds east,
a distance of 203.58 feet to a point; thence south 88 degrees 44 minutes 12
seconds east, a distance of 158.37 feet to a point; thence south 01 degree 15
minutes 48 seconds west, a distance of 102.37 feet to a point; thence south 21
degrees 49 minutes 35 seconds west, a distance of 127.7 feet to a point on the
northerly right-of-way of Georgia Highway 92; thence continuing along said
right-of-way north 82 degrees 25 minutes 56 seconds west, a distance of 76.16
feet to a point; thence along a right-of-way offset north 07 degrees 25 minutes
52 seconds east, a distance of 4.19 feet to a point; thence continuing along
said right-of-way north 82 degrees 29 minutes 22 seconds west, a distance of
60.94 feet to the Point of Beginning.

Said tract containing 0.776 acre, more or less, and being designated Outparcel
#1 on that certain "A.L.T.A. Survey & As-Built" Survey for Wallace Enterprises,
Inc., Chicago Title Insurance Company, and McClure & McClure, LLC, dated March
30, 1998, prepared by Braswell Engineering, Inc., and certified by Raymond C.
Knight, GRLS No. 1991.

EX-10.70

                                                                   EXHIBIT 10.70

                                              Property Name: Centre at Woodstock
                                                             Loan No. M255999755

                            SUBSTITUTION OF GUARANTOR

THIS SUBSTITUTION OF GUARANTOR (this "Substitution Agreement") is made as of the
12th day of August, 2004, by RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware
limited partnership ("Assuming Guarantor"), JAMES C. WALLACE, JR., an individual
(whether one or more, "Original Guarantor"), and WELLS FARGO BANK, N.A.,
SUCCESSOR-BY-MERGER TO NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE
FOR THE REGISTERED HOLDERS OF FIRST UNION COMMERCIAL MORTGAGE TRUST COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES FUNB SERIES 1999-C1 ("Lender").

                                    RECITALS

A. Lender is the current owner and holder of the following loan documents
evidencing a loan ("Loan") made to CENTRE AT WOODSTOCK, LLC, a Georgia limited
liability company ("Original Borrower") by First Union National Bank ("Original
Lender"): (a) a Promissory Note (the "Note") dated June 30, 1998, in the
original principal amount of $7,000,000, which Note is secured by (b) a Deed to
Secure Debt and Security Agreement (the "Security Instrument") of even date
therewith recorded in Deed Book 3182, Page 28, Official Records of the Real
Estate Office, Cherokee County, State of Georgia ("Records"), and (c) an
Assignment of Leases and Rents (the "Assignment") as recorded in Deed Book 3182,
Page 95 of the Records (all such documents collectively called the "Loan
Documents"), which encumber or otherwise relate to the real property and
improvements and other property more fully described in the Security Instrument
(the "Property").

B. In connection with the Loan, Original Guarantor represented to Original
Lender that Original Guarantor was an affiliate of the Original Borrower and
would derive substantial economic benefit from Original Lender making the Loan
to the Original Borrower. Accordingly, Original Guarantor assumed certain
liabilities and undertook certain obligations, indemnities, and agreements
pursuant to the following instruments that were executed in connection with the
Loan (collectively called the "Guaranty Agreements"): (1) that certain Indemnity
and Guaranty Agreement of even date with the Note executed by Original Guarantor
in favor of Original Lender; and (2) that certain Environmental Indemnity
Agreement of even date with the Note executed by Original Borrower and Original
Guarantor in favor of Lender.

C. Original Borrower has agreed to sell, and RAMCO WOODSTOCK LLC ("Assuming
Borrower"), has agreed to purchase, the Property. Original Borrower and Assuming
Borrower have requested that Lender consent to the sale and transfer of the
Property by the Original Borrower to the Assuming Borrower, subject to the
Security Agreement, the Assignment of Rents and the other Loan Documents, and
subject to the assumption by the Assuming Borrower of the Loan and the
obligations of the Original Borrower under the Loan Documents (the "Sale and
Assumption").

                                       1


D. Original Guarantor desires to be released from its obligations under the
Guaranty Agreements which arise or accrue from and after the date hereof.

E. Lender has required, among other things, as a condition of its consent to the
Sale and Assumption and as a condition to the release of Original Guarantor,
that Assuming Guarantor assume and become obligated for the performance of each
and all of the obligations and agreements of Original Guarantor under the
Guaranty Agreements.

                             STATEMENT OF AGREEMENT

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:

1. Representations of Assuming Guarantor.

      (a)   Assuming Guarantor hereby represents to Lender that it is an
            affiliate of the Assuming Borrower and that it will derive
            substantial economic benefit from Lender's agreement to consent to
            the Sale and Assumption.

      (b)   Assuming Guarantor hereby acknowledges that this Substitution
            Agreement is being executed in order to induce Lender to consent to
            the Sale and Assumption and to release Original Guarantor of
            liability as set forth herein, and that Lender would not consent to
            the Sale and Assumption or release Original Guarantor without the
            execution and delivery by Assuming Guarantor of this Substitution
            Agreement.

2. Substitution of Assuming Guarantor; Assumption of Obligations.

      (a)   Assuming Guarantor is hereby substituted, in each and every respect,
            for Original Guarantor, in lieu of and in place of Original
            Guarantor with respect to each and every reference to Original
            Guarantor in the Guaranty Agreements and the Loan Documents.

      (b)   Assuming Guarantor hereby assumes and agrees to be obligated and
            liable for the performance of all of the obligations, indemnities,
            agreements and liabilities of Original Guarantor under the Guaranty
            Agreements.

      (c)   Assuming Guarantor agrees to pay, perform, and discharge each and
            every obligation of payment and performance of Original Guarantor
            pursuant to the Guaranty Agreements and Loan Documents.

      (d)   Assuming Guarantor will abide by and be bound by the terms of the
            Loan Documents having reference to Original Guarantor.

                                       2


 3.   Release of Original Guarantor.

      (a)   Lender releases Original Guarantor from any and all liability to
      Lender, its successors and assigns, which may arise or accrue from and
      after the date of this Substitution Agreement under the Guaranty
      Agreements, Loan Documents, and any other documents that evidence or
      secure the Loan.

      (b)   Notwithstanding the foregoing, Original Guarantor shall remain
      liable for acts or events occurring or obligations arising prior to the
      date of this Substitution Agreement, whether or not such acts, events or
      obligations are, as of the date of this Substitution Agreement known or
      ascertainable.

4.    Release of Lender by Original Guarantor. Original Guarantor hereby
      releases, waives, and surrenders any and all claims, counterclaims,
      defenses, affirmative defenses, and other rights of setoff whatsoever,
      relating to acts, events, conduct, or other matters whatsoever occurring
      at or prior to the date hereof, that Original Guarantor might otherwise
      have been entitled to assert or allege against Lender for any reason under
      or in connection with the Loan, Guaranty Agreements, or Loan Documents,
      including, but not limited to, any matter related to, connected with,
      arising out of, or regarding this Agreement, the transfer of the Property,
      the payment of amounts due to Lender under the Note or the enforcement of
      the provisions under any of the Loan Documents. Assuming Guarantor
      acknowledges and agrees that the foregoing release, waiver, and surrender
      by Original Guarantor is binding upon Assuming Guarantor for all events
      arising prior to the execution of this Agreement.

5.    Notices. Without amending, modifying or otherwise affecting the provisions
      of the Loan Documents except as expressly set forth herein, Lender shall,
      from and after the date of this Substitution Agreement, deliver any
      notices to Assuming Guarantor which are required to be delivered pursuant
      to the Loan Documents, or are otherwise delivered by Lender thereunder at
      Lender's sole discretion, to Assuming Guarantor's address as follows:

                           RAMCO-GERSHENSON PROPERTIES, L.P.
                           31500 Northwestern Highway, Suite 300
                           Farmington Hills, Michigan 48334
                           Attention: Chief Financial Officer

6.    Waiver by Lender. Except as expressly set forth herein, nothing contained
      herein shall be deemed a waiver of any of Lender's rights or remedies
      under the Loan Documents.

7.    Relationship with Loan Documents. To the extent that this Substitution
      Agreement is inconsistent with the Loan Documents, this Substitution
      Agreement will control and the Loan Documents will be deemed to be amended
      hereby. Except as amended hereby, the Loan Documents shall remain
      unchanged and in full force and effect.

8.    Captions. The headings to the sections of this Substitution Agreement have
      been inserted for convenience of reference only and shall in no way modify
      or restrict any provisions hereof or be used to construe any such
      provisions.

                                       3


9.    Partial Invalidity. If any provision of this Substitution Agreement is
      held to be illegal, invalid or unenforceable under present or future laws,
      such provision shall be fully-severable, and this Substitution Agreement
      shall be construed and enforced as if such illegal, invalid or
      unenforceable provision had never comprised a part of this Substitution
      Agreement.

10.   Entire Agreement. This Substitution Agreement constitutes the entire
      agreement among the parties hereto with respect to the subject matter
      hereof (it being hereby acknowledged and agreed that this Substitution
      Agreement is not intended to address or otherwise relate to the liability
      or obligations of the Assuming Borrower under any of the Loan Documents).
      This Substitution Agreement shall not be amended unless such amendment is
      in writing and executed by each of the parties. This Substitution
      Agreement supersedes all prior negotiations regarding the subject matter
      hereof

11.   Binding Effect. This Substitution Agreement and the documents contemplated
      to be executed in connection herewith shall be binding upon and inure to
      the benefit of the parties hereto and their respective successors and
      assigns; provided, however, that the foregoing provisions of this Section
      shall not be deemed to be a consent by Lender to any further sale,
      conveyance, assignment or transfer of the Property by the Assuming
      Borrower.

12.   Multiple Counterparts. This Substitution Agreement may be executed in
      multiple counterparts, each of which will be an original, but all of
      which, when taken together, will constitute one and the same Substitution
      Agreement.

13.   Governing Law. This Substitution Agreement shall be governed by and
      construed in accordance with the internal laws of the State where the
      Property is located, without regard to principles of conflict of law.

14.   Effective Date. This Substitution Agreement shall be effective as of the
      date of its execution by the parties hereto and thereupon is incorporated
      into the terms of the Loan Documents.

      IN WITNESS WHEREOF, the parties hereto have executed this Substitution
Agreement to be effective as of the date first aforesaid.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       4


                                  ASSUMING GUARANTOR:

                                  RAMCO-GERSHENSON PROPERTIES, L.P.,
                                  a Delaware limited partnership

                                  By: RAMCO-GERSHENSON PROPERTIES
                                      TRUST, a Maryland real estate investment
                                      trust, its General Partner

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________

                                      By: ______________________________________
                                      Name: ____________________________________
                                      Title: ___________________________________



                                  ORIGINAL GUARANTOR:

                                  ______________________________________________

                                  JAMES C. WALLACE, JR., an individual



                                    LENDER:

                                    WELLS FARGO BANK, N.A., SUCCESSOR-BY-MERGER
                                    TO NORWEST BANK MINNESOTA, NATIONAL
                                    ASSOCIATION, AS TRUSTEE FOR THE REGISTERED
                                    HOLDERS OF FIRST UNION COMMERCIAL MORTGAGE
                                    TRUST COMMERCIAL MORTGAGE PASS-THROUGH
                                    CERTIFICATES FUNB SERIES 1999-C1

                                    By: Lennar Partners, Inc.

                                    Its: Special Servicer

                                         By: ___________________________________

                                         Print Name: ___________________________

                                         Print Title: __________________________

EX-31.1

                                                                    Exhibit 31.1

                                  CERTIFICATION

I, Dennis Gershenson, certify that:

      1.    I have reviewed this quarterly report on Form 10-Q of
            Ramco-Gershenson Properties Trust;

      2.    Based on my knowledge, this quarterly report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this quarterly report;

      4.    The registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

            a)    Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;

            b)    Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this quarterly report
                  our conclusions about the effectiveness of the disclosure
                  controls and procedures, as of the end of the period covered
                  by this quarterly report based on such evaluation; and

            c)    Disclosed in this quarterly report any changes in the
                  registrant's internal control over financial reporting that
                  occurred during the registrant's most recent fiscal quarter
                  that has materially affected, or is reasonably likely to
                  materially affect, the registrant's internal control over
                  financial reporting; and

      5.    The registrant's other certifying officer and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of registrant's board of trustees (or persons performing
            the equivalent function):

            a)    All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

            b)    Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date: November 8, 2004                                     /s/ Dennis Gershenson
                                           -------------------------------------
                                           Dennis Gershenson
                                           President and Chief Executive Officer

EX-31.2

                                                                    Exhibit 31.2

                                  CERTIFICATION

I, Richard J. Smith, certify that:

      1.    I have reviewed this quarterly report on Form 10-Q of
            Ramco-Gershenson Properties Trust;

      2.    Based on my knowledge, this quarterly report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this quarterly report;

      4.    The registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

            a.    Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;

            b.    Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this quarterly report
                  our conclusions about the effectiveness of the disclosure
                  controls and procedures, as of the end of the period covered
                  by this quarterly report based on such evaluation; and

            c.    Disclosed in this quarterly report any changes in the
                  registrant's internal control over financial reporting that
                  occurred during the registrant's most recent fiscal quarter
                  that has materially affected, or is reasonably likely to
                  materially affect, the registrant's internal control over
                  financial reporting; and

      5.    The registrant's other certifying officer and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of registrant's board of trustees (or persons performing
            the equivalent function):

            a.    All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

            b.    Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date: November 8, 2004                          By: /s/ Richard J. Smith
                                                --------------------------------
                                                Richard J. Smith
                                                Chief Financial Officer

EX-32.1

                                                                    Exhibit 32.1

                    Certification of CEO and CFO Pursuant to
                 18 U.S.C. Section 1350, as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Ramco-Gershenson
Properties Trust (the "Company") for the quarterly period ended September 30,
2004 as filed with Securities and Exchange Commission on the date hereof (the
"Report"), Dennis Gershenson, as Chief Executive Officer of the Company, and
Richard J. Smith, as Chief Financial Officer of the Company, each hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

      (1)   The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

/s/ Dennis Gershenson
- -----------------------------------
Name: Dennis Gershenson
Title: Chief Executive Officer
Date: November 8, 2004

/s/ Richard J. Smith
- -----------------------------------
Name: Richard J. Smith
Title: Chief Financial Officer
Date: November 8, 2004