8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

DRAFT

FORM 8-K


Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934



Date of Report (Date of Earliest Event Reported)
September 3, 1998

General Growth Properties, Inc.
(Exact name of registrant as specified in its charter)



  Delaware               1-11656                  42-1283895 
(State or other         (Commission           (I.R.S. Employer
 jurisdiction of         File Number)           Identification
 incorporation)                                        Number)


110 N. Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices)  (Zip Code)


312) 960-5000
(Registrant's telephone number, including area code)



N/A
(Former name or former address, if changed since last report.)



Item 5.  Other Events.

Pierre Bossier Mall

On September 3, 1998, GGP Limited Partnership, a Delaware limited 
partnership (the "Operating Partnership" ), bought 100% of the 
Pierre Bossier Mall in Bossier City (Shreveport), Louisiana from 
BMP Realty Enterprises, L.L.C. ("Sellers").  The general partner 
of the Operating Partnership is General Growth Properties, Inc., a 
Delaware corporation (the "Company" ), which holds approximately a 
65.9% interest in the Operating Partnership (assuming conversion 
of all Operating Partnership preferred units into Operating 
Partnership common units).

The aggregate consideration paid by the Operating Partnership for 
the Pierre Bossier Mall was approximately $52.7 million (subject 
to prorations and to certain adjustments and payments to be made 
by the Operating Partnership).  The consideration was paid in the 
form of approximately $10 million in cash (funded from the 
Company's line of credit), a new mortgage loan (obtained from an 
independent third party) of approximately $42 million and the 
assumption of approximately $.7 million of existing debt. The 
Company had previously loaned the Sellers approximately $50 
million and received an option to buy the property. In conjunction 
with the closing of the sale, the loan was fully repaid. 

Pierre Bossier Mall opened in 1982. It is a one-level mall 
containing  approximately 614,000 square feet of retail gross 
leasable area.  Dillards, Sears, JC Penney, Service Merchandise 
and a six-screen cinema anchor the center. The mall includes 
approximately 212,000 square feet of mall shop space, which is 
currently approximately 92% occupied.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

    (a),(b) Not applicable.

     (c) Exhibits

     See Exhibit Index attached hereto and incorporated herein.


SIGNATURE

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

                                GENERAL GROWTH PROPERTIES, INC.



                                    By:  /s/ Bernard Freibaum
                                    ----------------------------
                                    Bernard Freibaum
                                    Executive Vice President and
                                    Chief Financial Officer

                                     Date:   October 1, 1998



EXHIBIT INDEX

Exhibit                        Name                         Page
Number                                                    Number


2.	Real Estate Purchase Agreement dated as of 
	September 3, 1998 among BMP Realty Enterprises, L.L.C.
	and GGP Limited Partnership.

EX-2

AGREEMENT OF SALE AND PURCHASE




BY AND BETWEEN


BOSSIER MALL, L.L.C., 


AND BMP REALTY ENTERPRISES, L.L.C.


COLLECTIVELY, AS SELLER


AND


PIERRE BOSSIER MALL, L.P.


AS PURCHASER




DATED AS OF SEPTEMBER 2, 1998


TABLE OF CONTENTS


ARTICLE I
1. 	Definitions

ARTICLE II
1. 	Agreement to Sell and Purchase/Due Diligence Period
2. 	Deposit, Purchase Price and Adjustments
3. 	Title Commitment; UCC Searches
4. 	Survey
5.	Seller's Representations and Warranties
6. 	Purchaser's Representations and Warranties
7. 	Seller's Operating Covenants
8.	Damage or Destruction Prior to Closing
9. 	Condemnation Prior to Closing


ARTICLE III
1. 	Date of Closing
2. 	Purchaser's Conditions to Closing
3. 	Seller's Conditions to Closing
4. 	Closing Deliveries by Seller
5. 	Closing Deliveries by Purchaser
6. 	Delivery of Deposit by Escrow Agent
7. 	Responsibility for Costs


ARTICLE IV
1. 	Escrow Provision


ARTICLE V
1.	Adjustments
2.	Claims
3.	Disputes/Arbitration


ARTICLE VI
1. 	Attorney's Fees
2. 	"As-Is" Sale
3. 	Notices
4. 	Non-Waiver
5. 	Partial Invalidity
6. 	Applicable Law
7. 	Gender and Number
8. 	Broker Indemnity
9. 	Captions
10. 	Incorporation of Schedules and Exhibits
11. 	Binding Effect
12. 	Survival
13. 	Further Assurances
14. 	Amendment of Agreement; Complete Agreement
15. 	Consideration Prior to Closing Date
16. 	Purchaser's Default; Liquidated Damages and Deposit
17. 	Agreement Non-Recourse to Seller, Seller's Default
18. 	References to Mortgages and Deeds of Trust
19. 	Counterparts
20. 	Third Parties
21. 	Independent Counsel
22. 	Assignment
23. 	Successors and Assigns
24.	Publicity


LIST OF EXHIBITS AND SCHEDULES

Exhibit A	Intentionally Omitted
Exhibit B 	Form of Deed 
Exhibit C	Forms of Assignment and Assumption of Leases
	(For Recorded and Unrecorded Leases)
Exhibit C-1	Form of Assignment and Assumption of Luby's Lease
Exhibit D	Form of Assignment and Assumption of Contracts
Exhibit E	Form of Assignment and Assumption of Core Agreement
Exhibit F	Form of Bill of Sale
Schedule A	Legal Description - Mall Property
Schedule A-1	Legal Description - Luby's Property
Schedule B	Contracts
Schedule C	Leases
Schedule D	Permitted Exceptions-Mall Property
Schedule D-1	Permitted Exceptions-Luby's Property
Schedule E	Mortgage- Mall Property 
Schedule E-1	Mortgage-Luby's Property
Schedule F	Written Notices of Violations-Mall Property
Schedule F-1	Written Notices of Violations-Luby's Property
Schedule G	Insurance-Mall Property
Schedule G-1	Insurance-Luby's Property
Schedule H	Surviving Agreements
Schedule I	Written Claims with respect to the Core Agreement
Schedule J	Contribution to Promotional Associations
Schedule K	Leasing Commissions



AGREEMENT OF SALE AND PURCHASE

	This Agreement of Sale and Purchase (this "Agreement") is made and 
entered into as of this 2nd day of September, 1998, by and between 
BOSSIER MALL, L.L.C., a Delaware limited liability company ("Bossier") 
and BMP REALTY ENTERPRISES, L.L.C. ("BMP"; Bossier and BMP are 
collectively referred to herein as "Seller"), and PIERRE BOSSIER MALL, 
L.P., a Delaware limited partnership ("Purchaser").

W I T N E S S E T H:

	WHEREAS, Bossier desires to sell, convey and assign fee simple 
title to that certain real property (the"Land") located in Bossier 
Parish, Louisiana and more particularly described on Schedule A attached 
hereto and BMP desires to sell, convey and assign fee simple title to 
that certain real property (the "Luby's Land") located in Bossier Parish, 
Louisiana and more particularly described on Schedule A-1 attached 
hereto, in each case together with all right, title and interest of 
Bossier and BMP, as the case may be, in and to (i) the buildings, 
structures, installations, fixtures  and improvements (collectively, the 
"Improvements") located on the Land and the Luby's Land, as the case may 
be, (ii) any machinery, apparatus, appliances, equipment, furnishings, 
fittings and other tangible or intangible personal property 
(collectively, the "Personalty") now or hereafter attached or appurtenant 
to or forming a part of the Improvements or used in connection with the 
maintenance and operation of the Improvements (excluding all personal 
property belonging to any of the tenants of the Property (as hereinafter 
defined)), and (iii) the Related Rights (as hereinafter defined) (the 
Luby's Land, the Improvements located thereon, the Related Rights 
applicable to the Luby's Land and the Personalty located thereon are 
hereinafter sometimes collectively referred to as, the "Luby's Property"; 
the Land, the Improvements located thereon, the Related Rights applicable 
to the Land and the Personalty located thereon are hereinafter sometimes 
collectively referred to as the "Mall Property"; and the Luby's Property 
and the Mall Property are hereinafter sometimes collectively referred to 
as the "Property").

	WHEREAS, Purchaser desires to purchase the Property from Seller for 
the consideration and on the terms and conditions set forth herein, and 
Seller has accepted such offer.

	WHEREAS, Seller and Purchaser desire to enter into this Agreement 
to evidence the agreements of Seller and Purchaser relative to the terms 
and conditions on which the Property will be sold and conveyed by Seller 
to Purchaser.

	NOW THEREFORE, in consideration of the premises and the mutual 
covenants and agreements herein contained, the receipt and adequacy of 
which are hereby acknowledged and intending to be legally bound, Seller 
and Purchaser hereby make and enter into this Agreement on the following 
terms and conditions:

ARTICLE I
Definitions
	For the purposes of this Agreement, the following terms shall have 
the meanings set forth below:
		1.	"Actual Knowledge of Seller"; "Actual Knowledge of Bossier" 
or "Actual Knowledge of BMP"  shall mean the actual knowledge after 
inquiry and review of their respective files and records of (i) the 
managing member of Bossier, (ii) the account executive for the Property 
at Odin Management Company, L.P. ("Odin"), and (iii) Marty Mayer; in 
either case without imputing to Seller any knowledge of any other party, 
including without limitation, any other agents, managing agents or other 
representatives of Seller.
		2.	"Books and Records" shall mean all records, books of account 
and papers of Seller relating to the construction, ownership and 
operations of the Property, including without limitation, architect's 
drawings, blue prints and as-built plans, maintenance logs, copies of 
warranties and guaranties, licenses and permits, instruction books, 
employee manuals, records and correspondence relating to insurance 
claims, financial statements, operating budgets, paper and electronic 
media copies of data and other information relating to the Property 
available from personal computers, structural, mechanical, geotechnical 
or other engineering studies, soil test reports, environmental reports, 
underground storage tank reports, feasibility studies, appraisals, ADA 
surveys or reports, OSHA asbestos surveys, marketing studies, mall 
documents and compilations, lease summaries and originals and/or copies 
of the Leases, the Core Agreement and the Contracts and correspondence 
related thereto.
		3.	"Closing" shall mean the consummation by Seller and Purchaser 
of the sale and purchase of the Property on the Date of Closing as 
contemplated by this Agreement.
		4.	"Closing  Date" or Date of Closing" shall mean that date on 
which the Closing shall occur, as provided in Paragraph 1 of Article III 
of this Agreement.
		5.	"Contracts" shall mean the service, maintenance and other 
contracts and concessions that are currently in effect and to which 
Seller is a party respecting the use, maintenance, development, sale or 
operation of the Property or any portion thereof (but excluding this 
Agreement, the Leases and the Core Agreement) which are listed on 
Schedule B together with any additions thereto, modifications thereof or 
substitutions therefor hereafter entered into in accordance with the 
provisions of this Agreement.
		6.	"Core Agreement" shall mean that certain First Restatement of 
Construction and Operation Agreement For the Pierre Bossier Mall Shopping 
Center, Bossier City Louisiana, dated November 23, 1983 and recorded on 
November 23, 1983 with the Clerk of Bossier Parish Louisiana as File # 
395805.
		7.	"Deposit" has the meaning given such term in Paragraph 2 of 
Article II below.
		8.	"Effective Date of this Agreement" shall mean the date on 
which Seller and Purchaser execute this Agreement, or if Seller and 
Purchaser do not execute this Agreement on the same day, the later of the 
dates on which Seller and Purchaser execute this Agreement.
		9.	"Escrow Agent" means Near North National Title Corporation, 
as escrow agent pursuant to Article IV hereof.
		10. 	"Excluded Leasing Commissions" shall mean Leasing 
Commissions, if any, which may be due in connection with any extension or 
renewal of existing Leases or any new or expansion Leases which are 
entered into after the date hereof which are approved by Purchaser as 
provided herein.
		11.	"Existing Documents" shall mean, with respect to the 
Property, the Contracts, the Core Agreement  and the Leases.
		12.	"Existing Obligations" shall mean the current covenants, 
agreements and obligations binding on Seller or the Property under the 
terms of the Existing Documents.
		13.	"Improvements" has the meaning given such term in the first 
recital to this Agreement.
		14.	"Land" has the meaning given such term in the first recital 
to this Agreement.
		15.	"Lease Rights" means the rights of Seller as landlord or 
lessor under the Leases.
		16.	"Leases" means the leases, licenses or other tenancy or 
occupancy agreements described in Schedule C attached hereto together 
with any modifications thereto or any new or expansion leases entered 
into after the date hereof, in each case which are approved by Purchaser 
as provided herein.
		17.	"Leasing Commissions" shall mean all leasing and other real 
estate commissions, fees or other compensation payable by Seller to any 
real estate broker, sales person or finder who is entitled to receive 
such commission, fee or other compensation as a result of the leasing of 
space in the Improvements owned by Seller to tenants (including, without 
limitation, the extension, renewal or expansion of any lease pursuant to 
an exercise of an option or otherwise).
		18.	"Luby's Land" has the meaning given in the first recital to 
this Agreement.
		19.	"Luby's Lease" means that certain Lease, dated July 10, 1989, 
between Boram Corp., as lessor, and Luby's Cafeterias, Inc., as lessee, 
as amended, affecting the Luby's Land.
		20.	"Luby's Property" has the meaning given in the first recital 
to this Agreement.
		21.	"Luby's Purchase Price" has the meaning given in Article II, 
Paragraph 2.2.
		22.	"Mall Property" has the meaning given in the first recital to 
this Agreement.
		23.	"Mall Purchase Price" has the meaning given in Article II, 
Paragraph 2.2.
		24.	"Option Agreement" shall mean that certain Option to 
Purchase, dated as of February 9, 1998, between Seller and Purchaser
  		25. 	"Party" shall mean a party to the Core Agreement or a 
Contract (or the  successor or assignee thereof) or a tenant under a 
Lease, in each case other than Seller or its predecessors in interest.

		26.	"Permitted Exceptions" shall mean with respect to (i) the 
Mall Property, the Core Agreement and the Title Exceptions described on 
Schedule D attached hereto except as otherwise noted on Schedule D hereto 
and only to the extent applicable to the Mall Property, and (ii) the 
Luby's Property, the Core Agreement and the Title Exceptions described on 
Schedule D-1 attached hereto except as otherwise noted on Schedule D-1 
and only to the extent applicable to the Luby's Property.
		27.	"Personalty" has the meaning given such term in the first 
recital to this Agreement.
		28.	"Property" has the meaning given such term in the first 
recital to this Agreement.
		29.	"Related Rights" shall mean:
		(a)	all easements, rights-of-way licenses, interests, rights and 
appurtenances of any kind owned by the Bossier or BMP  appertaining to 
the Land or the Luby's Land, as the case may be, including, but not 
limited to, any right, title and interest in and to any adjacent vaults 
or alleys;
		(b)	all right, title and interest, if any, of Seller in and to 
any land lying in the bed of any highway, street, road, avenue, access 
way or easement opened or proposed, in front of, at a side of or 
adjoining the Land or the Luby's Land, as the case may be,  and to the 
center line thereof; and all rights, titles and interests of Seller in 
and to any awards made, or to be made in lieu thereof, and in and to any 
unpaid awards for damage thereto by reason of a change of grade of any 
such highway, street, road or avenue;
		(c)	Bossier's  right, title and interest in all security 
deposits, if any, held in connection with the Leases, excluding any 
interest earned thereon;
		(d)	Bossier's and BMP's  right, title and interest in the 
Contracts and in all warranties, guaranties, bonds, building permits, 
utility reservations or allocations (but not deposits), and certificates 
of compliance and occupancy, relating to the Mall Property or the Luby's 
Property, as the case may be;

		(e)	the Books and Records and all site plans, surveys, soil and 
substrata studies, architectural drawings, plans and specifications, 
engineering plans and studies, floor plans, landscape plans and other 
plans or studies of any kind owned by Seller and in Seller's possession 
or in the possession of Seller's managing member, Odin or Stirling 
Properties, that relate to the Land, the Luby's Land, the Improvements or 
the Personalty;
		(f)	any condemnation award made or to be made in lieu thereof 
relative to any damage to or any condemnation or other taking of the 
Land, the Improvements located on the Land or the Luby's Land or the 
Improvements located on the Luby's Land, as the case may be; 
		(g)	any insurance proceeds relating to any casualty loss due and 
owing to Seller as a result of damage or destruction of all or any 
portion of the Property to the extent not applied by Seller to restore 
the Property; and
		(h)	Seller's right, title and interest in the Leases and the Core 
Agreement.
		30.	"Survey" shall mean, with respect to the Property, that 
certain Survey dated January 28, 1998, prepared by Raburn & Associates.
		31.	"Title Commitment" shall mean, with respect to (i) the Land, 
that certain Title Commitment dated January 8, 1998, prepared by Near 
North National Title Corporation, as agent for First American Title 
Insurance Corporation, bearing title number N9800019, and (ii) with 
respect to the Luby's Land, that certain Title Commitment dated January 
14, 1998, prepared by Near North National Title Corporation, as agent for 
First American Title Insurance Corporation, bearing title number N9800019 
(Lot 7).
		32.	"Title Exceptions" shall mean the defects in, exceptions to, 
or conditions or liens or other encumbrances on the title to the Land or 
the Luby's Land, as the case may be, the Improvements or such of the 
Related Rights as are related to the Property whether evidenced by 
written instrument or otherwise evidenced; any overlapping upon the Land 
or the Luby's Land, as the case may be, by improvements situated on 
other lands; any encroachments upon or by the Land or the Luby's Land or 
Improvements; any boundary disputes regarding the boundaries of the Land 
or the Luby's Land, as the case may be; and the terms, provisions and 
conditions contained in any instruments evidencing or referring to any 
such defects, exceptions, conditions, liens or other encumbrances, 
overlaps, encroachments or boundary disputes.
		33.	"Title Insurer" shall mean Near North National Title 
Corporation, as agent for First American Title Insurance Company.
		34.	"Title Policy" shall mean, with respect to the Property, an 
ALTA 1970 Form B Extended Coverage Owners Policy of Title Insurance, each 
to be (i) issued to Purchaser by the Title Insurer as contemplated in 
Article III below, and (ii) subject only to the Permitted Exceptions.
		35.	"UCC Searches" shall mean reports of searches made of the 
Property and Uniform Commercial Code Records of the county and city in 
which the Land is located and of the Uniform Commercial Code Records 
maintained in the office of the Secretary of State of Louisiana, with 
regard to Uniform Commercial Code Financing Statements in which Seller is 
named as the debtor, by both the respective County Clerk and the 
Secretary of State of Louisiana, respectively, or by the Title Insurer 
or other reputable concern regularly engaged in the search of such 
records and the issuance of such reports.
		36. 	"Update" has the meaning given such term in Paragraph 3(e) of 
Article II below.

		The terms used in this Agreement which are defined in (a) the 
introductory paragraphs of this Agreement, (b) in the further Articles of 
this Agreement, and (c) in the Schedules and Exhibits attached to this 
Agreement, shall have the respective definitions there ascribed to them.


ARTICLE II
Agreement to Sell and Purchase;
Terms of Sale and Purchase

		1.	Agreement to Sell and Purchase/Due Diligence Period.  Subject 
to the terms, covenants and conditions of this Agreement, Seller agrees 
to sell and convey the Property to Purchaser, and Purchaser agrees to 
purchase and accept the Property from Seller, for the consideration and 
subject to the terms, covenants, conditions and provisions herein set 
forth.
		2.	Deposit and Purchase Price.
			2.1	Deposit.  (a)  Purchaser shall deposit with Escrow 
Agent (the "Deposit") the sum of TWO HUNDRED THOUSAND AND NO/100 DOLLARS 
($200,000.00)  upon the execution and delivery of this Agreement, by wire 
transfer of Federal funds to an account designated by Escrow Agent.  
			(b)	Escrow Agent shall hold and apply the Deposit (and any 
interest earned thereon) in accordance with the terms of Article IV 
herein.  
		2.2  	Purchase Price.  The purchase price for (i) the Luby's Land 
and the Improvements located thereon (the "Luby's Purchase Price") shall 
be an amount equal to the outstanding principal balance of the mortgage 
described in Schedule E-1 hereto encumbering the Luby's Land and the 
Improvements located thereon together with all accrued and unpaid 
interest thereon as of the Closing Date payable by Purchaser's taking 
title to the Luby's Property subject to such mortgage and (ii) the Land 
and the Improvements located thereon (the "Mall Purchase Price"; the 
Luby's Purchase Price and the Mall Purchase Price are collectively 
referred to as the "Purchase Price") shall be an amount equal to the sum 
of (x) the outstanding principal balance of that certain mortgage 
described on Schedule E hereto encumbering the Land and the Improvements 
located thereon together with all accrued and unpaid interest thereon as 
of the Closing Date payable by Purchaser's taking title to the Mall 
Property subject to such mortgage, and (y) the sum of TWO MILLION TWENTY 
SEVEN THOUSAND SIX HUNDRED FIFTY FIVE AND NO/00 DOLLARS ($2,027,655.00) 
(the "Cash Portion"), which Cash Portion, as reduced by the amount of the 
Deposit and any interest accrued thereon paid to Seller by Escrow Agent, 
shall be payable (subject to adjustment, if any, as provided in Article V 
of  this Agreement) on the Closing Date to Bossier by wire transfer of 
immediately available federal funds to the account designated by Bossier. 
Not less than one (1) business day prior to the Closing, Bossier shall 
provide Purchaser and Escrow Agent with written wiring instructions 
designating the account or accounts into which the Cash Portion of the 
Purchase Price is to be transferred, or instructions as to the proper 
payee for any certified or cashier's checks to be delivered hereunder.

		2.3	Adjustments.  Except as otherwise set forth in Article V 
hereof, there shall be no prorations or adjustments to the Purchase 
Price.
		3.	Title Commitment; UCC Searches.  (a)  Purchaser has received 
from the Title Insurer, with respect to the Property:  (i) a Title 
Commitment covering the respective interests of Bossier and BMP in the 
Land and the Luby's Land, as the case may be, and the respective 
Improvements located thereon and (ii) the UCC Searches with respect to 
the Property.  Purchaser shall accept title subject to the Permitted 
Exceptions and any additional encumbrances or liens against the Property 
approved by or placed against the Property by Purchaser.
			(b)	The obligations of Purchaser hereunder are contingent 
upon the issuance at the Closing to Purchaser by the Title Insurer of the 
Title Policy dated as of the Closing Date (i) with respect to the 
Property, in the amount of the Mall Purchase Price, and (ii) with respect 
to the Luby's Land, in the amount of the Luby's Purchase Price, in each 
case insuring title to the Land and the Luby's Land and the respective 
Improvements located thereon on and after the date of the Closing, 
subject only to the Permitted Exceptions applicable thereto  and any 
additional encumbrances or liens against the Land or the Luby's Land, as 
the case may be, or the respective Improvements approved by or placed 
against the Land or the Luby's Land, as the case may be, or the 
respective Improvements by Purchaser.
		(c)	If, on the Closing Date, the Property is subject to any 
liens, encumbrances or other title defects (other than the Permitted 
Exceptions or any Title Exceptions approved by or placed against the 
Property by Purchaser) which did not arise by reason of any willful 
default by Seller in the performance of its obligations under this 
Agreement, then Seller shall not be obligated to incur any costs or 
expenses of any nature in order to cure such defect Notwithstanding the 
foregoing,  in the event that on or prior to the Closing Date either (x) 
Seller shall willfully encumber the Property with a mortgage lien 
(excluding the mortgages described on Schedule E hereto) or a mechanic's 
lien (i.e., a mechanic's lien which is filed as a result of work 
contracted for by Bossier which work is not being administered or 
supervised by Bossier's managing agent for the Mall Property) or (y) a 
judgment lien shall be filed against the Property relating to any claim 
asserted against Seller (each a "Voluntary Lien"), then Seller shall be 
required to cause such Voluntary Lien to be removed of record; provided, 
however, in no event shall Seller be required to expend in excess of the 
Cash Portion of the Purchase Price in order to remove any such Voluntary 
Lien.  In the event that Seller is not required to cure any title defect 
in accordance with the foregoing and Seller notifies Purchaser of its 
refusal to cure any defects, then Purchaser shall have the right and 
option as Purchaser's sole remedy to (i) take title to the Property 
subject to such defects without any reduction in the Purchase Price, or 
(ii) terminate this Agreement.  If Purchaser elects to terminate this 
Agreement, then this Agreement shall be canceled and of no further force 
and effect and neither party shall have any further or additional rights, 
obligations, claims or remedies against the other.
		(d)	If at the Closing there are any liens or encumbrances which 
Seller is obligated to pay and discharge hereunder, Seller may, but shall 
not be obligated to, use any portion of the Cash Portion of the Purchase 
Price to satisfy same provided that Seller shall have delivered to 
Purchaser at the Closing instruments in recordable form and sufficient to 
satisfy such liens and encumbrances of record together with the costs 
of recording or filing said instruments.  Purchaser, if request is made 
by Seller or Seller's counsel within a reasonable time prior to the date 
of Closing, agrees to provide, or cause to be provided at Closing, any 
combination of separate certified or bank checks or wire transfers of 
immediately available federal funds aggregating the amount of the 
Purchase Price to facilitate the payment and satisfaction of any such 
liens or encumbrances.  The existence of any such liens and encumbrances 
shall not be deemed objections to title if Seller shall comply with the 
foregoing requirements and the Title Insurer omits such liens or 
encumbrances as exceptions to title or insures Purchaser against the 
enforcement of same against the Property by endorsements reasonably 
satisfactory to Purchaser.
		(e)	Notwithstanding anything to the contrary contained in 
Paragraphs 3(c) and 3(d) hereof, if the Title Commitment or any update of 
the Title Commitment issued on or prior to the Closing Date (an "Update") 
discloses judgments, bankruptcies or other returns against other persons 
or entities having names the same as or similar to that of Seller, 
Seller, on request, shall deliver to Purchaser or the Title Insurer 
affidavits to the effect that such judgments, bankruptcies or other 
returns are not against Seller.  If the Title Commitment or any Update 
discloses exceptions (other than the Permitted Exceptions or any Title 
Exceptions approved by or placed against the Property by Purchaser) which 
may be removed solely by delivery of an affidavit, reasonably requested 
by the Title Insurer, which can be delivered by Seller or by reference to 
Seller's existing title policy, Seller shall deliver such affidavit and 
remove such exceptions.  If the Property is subject to any Voluntary 
liens which Seller is required to remove or if Seller chooses, in its 
sole and absolute discretion, to remove any other such Title Exceptions, 
Seller shall be entitled to one or more adjournments of the Closing (not 
in excess of 30 days in the aggregate) to remove such Title Exceptions.  
Notwithstanding the foregoing, Seller, at its option in lieu of 
satisfying such liens or encumbrances and provided that the amount 
required to satisfy such liens and encumbrances does not exceed $50,000, 
may deposit with the Title Insurer such amount of money as may be 
determined by the Title Insurer as being sufficient to induce it to 
affirmatively insure Purchaser against such liens and/or encumbrances, 
including interest and penalties, out of or against the Property (and to 
omit such exceptions from any mortgagee policy in favor of Purchaser's 
lender), in which event such liens and encumbrances shall not be 
objections to title.
		4.	Survey.  Purchaser has received the Survey with respect to 
the Property, prepared and certified as to all matters shown thereon by a 
registered, public surveyor acceptable to Purchaser and the Title 
Insurer.  If, on the Closing Date, the Property is subject to any Title 
Exceptions which are not disclosed by the Survey and which (i) affect the 
Property in a  material adverse manner and are unacceptable to Purchaser 
in the exercise of Purchaser's reasonable judgment, and (ii) did not 
arise by reason of a willful act or default by Seller in the performance 
of its obligations under this Agreement, then Seller shall not be 
obligated to incur any costs or expenses of any nature in order to cure 
such Title Exceptions.  Notwithstanding the foregoing, in the event that 
an update of the Survey as of the Closing Date shall disclose any Title 
Exceptions which (i) affect the Property in a material adverse manner and 
which are unacceptable to Purchaser in the exercise of Purchaser's 
reasonable judgment and (ii) arise by reason of a willful act or default 
by Seller in the performance of Seller's obligations under this 
Agreement, then Seller shall be required to attempt to cure such Title 
Exception (but in no event shall Seller be required to expend in excess 
of the Cash Portion of the Purchase Price in order to cure any such Title 
Exception). In the event that Seller is not required to cure the Title 
Exceptions disclosed by any such update of the Survey in accordance with 
the foregoing and Seller notifies Purchaser of its refusal or inability 
to cure the same, then Purchaser shall have the right as Purchaser's sole 
remedy to (i) take title to the Property subject to such Title Exceptions 
as shown on the Survey as updated, without any reduction in the Purchase 
Price, or (ii) terminate this Agreement.  If Purchaser elects to 
terminate this Agreement, then this Agreement shall be canceled and of no 
further force and effect and neither party shall have any further or 
additional rights, obligations, claims or remedies against the other.
		5.	Seller's Representations and Warranties.  A.  Bossier hereby 
represents and warrants to Purchaser as of the date hereof that:
		(a)	Bossier and the member of Bossier executing this Agreement 
(the "Managing Member") are each limited liability companies duly 
organized, validly existing and in good standing existing under the laws 
of the State of Delaware.  
		(b)	Bossier and the Managing Member each have all requisite power 
and authority to enter into and perform and carry out this Agreement and 
the transactions contemplated hereby and (i) this Agreement has been duly 
executed and delivered by Bossier by its Managing Member and constitutes 
the valid, binding and enforceable obligation of Bossier, subject to 
applicable bankruptcy and insolvency laws and affecting the rights of 
creditors generally, and (ii) all documents to be executed and delivered 
by Bossier by its Managing Member in connection herewith, will be duly 
and validly authorized and duly executed and delivered and shall 
constitute the valid, binding and enforceable obligations of Bossier in 
accordance with their respective terms, subject to applicable bankruptcy 
and insolvency laws and affecting the rights of creditors generally.
		(c) 	Neither the execution and delivery of this Agreement nor the 
consummation of the purchase contemplated hereby in accordance with the 
terms hereof conflicts with, results in a breach of the terms, conditions 
or provisions of, or constitutes a default or grants a right to 
termination or acceleration under (a) Bossier's organizational papers or 
any amendment thereof, or (b) any lien, lease, agreement, franchise, 
license, permit, instrument or other undertaking, or any order, writ, 
injunction, decree or award or any court or governmental authority or 
body, to which Bossier is a party or by which it is or may be bound, or 
results in a violation of any applicable law, statute, ordinance, rule or 
regulation.
		(d)	The execution and delivery of, and consummation of the 
transactions contemplated by, this Agreement is not prohibited by, and 
will not conflict with, constitute grounds for termination of, or result 
in the breach of the Leases, the Existing Documents or any other 
agreement or instrument to which Bossier is now a party or otherwise 
subject.
		(e)	Bossier has not received any written notice, and has no 
Actual Knowledge of the issuance of any written notice, issued by the 
departments of building, fire, labor, health or other departments and 
governmental agencies having jurisdiction against or affecting the Mall 
Property that the Mall Property is in violation of  applicable local, 
state or federal laws, statutes, rules, regulations and ordinances 
(including, without limitation, zoning and environmental regulations and 
ordinances).  Notwithstanding the foregoing, Purchaser acknowledges that 
it has been notified of the exceptions to the foregoing representation 
which are listed on Schedule F attached hereto.
		(f)	To the Actual Knowledge of Bossier, there is no action, suit, 
proceeding or claim (including any pending or threatened condemnation 
proceedings), affecting Bossier or the Mall Property, or any portion 
thereof, relating to or arising out of the ownership, management, 
operation, use or occupancy of the Mall Property pending or being 
prosecuted in any court or by or before any federal, state, county or 
municipal departments, commission, board, bureau or agency or other 
governmental instrumentality nor, to the Actual Knowledge of Bossier, is 
any such action, suit, proceeding or claim threatened or being asserted. 
		(g)	Except for the Excluded Leasing Commissions (which shall be 
the responsibility of Purchaser),  all Leasing Commissions due in 
connection with the Leases shall be paid by Bossier on or before the Date 
of Closing.
		(h)	To the Actual Knowledge of Bossier, there is no (1) pending 
or contemplated annexation or condemnation proceedings affecting, or 
which may affect, all or any portion of the Mall Property, (2) proposed 
or pending proceeding to change or redefine the zoning classification of 
all or any portion of the Mall Property or (3) proposed change in road 
patterns or grades which may adversely affect access to the roads 
providing a means of ingress to or egress from the Mall Property.
		(I)	Annexed hereto as Schedule C, is a true and complete list of 
all Leases of space at the Mall Property in effect as of the date hereof 
which schedule sets forth (i) the monthly rentals reserved thereunder, 
(ii) the amount of any security deposits held thereunder (subject to 
possible future application thereof in accordance with the terms and 
conditions of the applicable Lease),  (iii) the expiration date of such 
Leases (iv) the date thereof and of each modification, supplement or 
amendment thereto, and (v) the percentage rent rate and sales breakpoint, 
if any.  True, complete and correct copies of the Leases and all 
amendments, modifications and supplements have been delivered to 
Purchaser prior to the date hereof.  Except for the Leases described in 
Schedule C hereto, Bossier has not entered into any leases, licenses or 
occupancy agreements affecting the Property.  To the Actual Knowledge of 
Bossier, as of the date hereof, each of the Leases is valid and 
subsisting and in full force and effect, and no rents or other payments 
or deposits are held by Bossier or Bossier's agent, except for the 
security deposits described on Schedule C and rents prepaid for the 
current month.  Except as set forth on Schedule C, as of the date hereof, 
Bossier has not received written notice of any claim by any tenant the 
Bossier is in default of its obligations as landlord under the Leases 
nor, to the Actual Knowledge of Bossier, has any other claim been 
asserted by any tenant against Bossier claiming that (i) Bossier has 
defaulted in any of its material obligations as landlord under any of the 
Leases, (ii) such tenant is entitled to any reduction in, refund of, or 
counterclaim or offset against, or is otherwise disputing any rents or 
other charges paid, payable or to become payable by such tenant, or (iii) 
such tenant is entitled to terminate or cancel its Lease
		(j)	Annexed hereto as Schedule G is a true, complete and correct 
copy of the certificate of insurance covering the Mall Property and which 
reflects the coverages applicable thereto.  All such insurance (or 
replacements or renewals thereof) shall be maintained in full force and 
effect until the Closing Date.
		(k)	Bossier is not a foreign person as defined in Section 1445 of 
the Internal Revenue Code.  Bossier shall deliver to Purchaser at the 
Closing a non-foreign person affidavit ("Firpta Affidavit") containing 
such information as shall be required by said Section 1445.
		(l)	Except for the Permitted Exceptions and as otherwise provided 
in Schedule H hereto, on the Date of Closing there will not be any 
Contracts or other agreements which will be binding on Purchaser 
subsequent to the Date of Closing with respect to the Mall Property which 
cannot be canceled, at Purchaser's option upon the giving of 30 days or 
less prior written notice and without penalty, premium or fee..
		(m)	Except as set forth on Schedule I, none of the Core Agreement 
Parties has made any written claim which has been received by Bossier or, 
the Actual Knowledge of Bossier, has any other claim, whether or not in 
writing (i) that Bossier has defaulted in performing any of its material 
obligations under any of the Core Agreement which has not heretofore been 
cured, (ii) that any condition exists which with the passage of time or 
giving of notice, or both, would constitute any such default, (iii) that 
such Core Agreement Party is entitled to any reduction in, refund of, or 
counterclaim or offset against, or is otherwise disputing, any rents or 
other charges paid, payable or to become payable by such Core Agreement 
Party, (iv) that such Core Agreement Party is entitled to cancel its Core 
Agreement or to be relieved of its operating covenants thereunder, or (v) 
that there is a violation of any of the material covenants, conditions or 
restrictions contained in such Core Agreement.
		(n)	Except as set forth on Schedule J, Bossier is not under any 
obligation to make contributions or otherwise provide assistance to any 
promotional association or promotional fund nor has customarily in the 
past made or provided any such contributions or assistance.  The 
promotional association established with respect to the Property (the 
"Promotional Association") is an independent association established by 
and on behalf of the Tenants, Bossier having no ownership, management, 
fiduciary or monetary interest of any kind therein.  Bossier has remitted 
to the Promotional Association any amounts received by it from Tenants 
and other Parties that constitute contributions to the Promotional 
Association.
		(o)	Copies of current real estate tax bills with respect to the 
Mall Property, other than tax bills sent to Tenants who have the 
obligation to pay such taxes to the collecting authority, have been 
delivered or made available to Purchaser.  No application or proceeding 
is pending with respect to a reduction or an increase of such taxes.  
There are no tax refund proceedings relating to the Property which are 
currently pending.  To the Actual Knowledge of Bossier, as of the date 
hereof no special tax or assessment to have been levied against the Mall 
Property nor are there any pending proceedings to change in the tax 
assessment of the Mall Property.
		(p)	Neither Bossier nor any member of Bossier, nor any officer, 
director, shareholder or partner of any member of Bossier, owns any real 
property adjacent to or across any street from the Mall Property.
		(q)	No approval, consent, waiver, filing, registration or 
qualification with any third party, including, but not limited to, any 
governmental bodies, agencies or instrumentalities is required to be 
made, obtained or given for the execution, delivery and performance of 
this Agreement or any of the documents to be delivered by Bossier under 
the terms of this Agreement.
		(r)	To the Actual Knowledge of Bossier, there are no lease 
brokerage agreements, leasing commission agreements or other agreements 
providing for payments of any amounts for leasing activities or procuring 
tenants with respect to the Mall  Property other than as disclosed in the 
Leases, the Contracts or in Schedule K.
		B.	BMP hereby represents and warrants to Purchaser as of the 
date hereof that:
		(a)	BMP and the member of BMP executing this Agreement (the "BMP 
Managing Member") are each limited liability companies duly organized, 
validly existing and in good standing existing under the laws of the 
State of Delaware.  
		(b)	BMP and the BMP Managing Member each have all requisite power 
and authority to enter into and perform and carry out this Agreement and 
the transactions contemplated hereby and (i) this Agreement has been duly 
executed and delivered by BMP by its BMP Managing Member and constitutes 
the valid, binding and enforceable obligation of BMP, subject to 
applicable bankruptcy and insolvency laws and affecting the rights of 
creditors generally, and (ii) all documents to be executed and delivered 
by BMP by its BMP Managing Member in connection herewith, will be duly 
and validly authorized and duly executed and delivered and shall 
constitute the valid, binding and enforceable obligations of BMP in 
accordance with their respective terms, subject to applicable bankruptcy 
and insolvency laws and affecting the rights of creditors generally..
		(c) 	Neither the execution and delivery of this Agreement nor the 
consummation of the purchase contemplated hereby in accordance with the 
terms hereof conflicts with, results in a breach of the terms, conditions 
or provisions of, or constitutes a default or grants a right to 
termination or acceleration under (a) BMP's organizational papers or any 
amendment thereof, or (b) any lien, lease, agreement, franchise, license, 
permit, instrument or other undertaking, or any order, writ, injunction, 
decree or award or any court or governmental authority or body, to which 
BMP is a party or by which it is or may be bound, or results in a 
violation of any applicable law, statute, ordinance, rule or regulation.
		(d)	The execution and delivery of, and consummation of the 
transactions contemplated by, this Agreement is not prohibited by, and 
will not conflict with, constitute grounds for termination of, or result 
in the breach of the Luby's Lease or any other agreement or instrument to 
which BMP is now a party or otherwise subject.
		(e)	BMP has not received any written notice, and has no Actual 
Knowledge of the issuance of any written notice, issued by the 
departments of building, fire, labor, health or other departments and 
governmental agencies having jurisdiction against or affecting the Luby's 
Property that the Luby's Property is in violation of  applicable local, 
state or federal laws, statutes, rules, regulations and ordinances 
(including, without limitation, zoning and environmental regulations and 
ordinances).  Notwithstanding the foregoing, Purchaser acknowledges that 
it has been notified of the exceptions to the foregoing representation 
which are listed on Schedule F-1 attached hereto.
		(f)	To the Actual Knowledge of BMP, there is no action, suit, 
proceeding or claim (including any pending or threatened condemnation 
proceedings), affecting BMP or the Luby's Property, or any portion 
thereof, relating to or arising out of the ownership, management, 
operation, use or occupancy of the Luby's Property pending or being 
prosecuted in any court or by or before any federal, state, county or 
municipal departments, commission, board, bureau or agency or other 
governmental instrumentality nor, to the Actual Knowledge of BMP, is any 
such action, suit, proceeding or claim threatened or being asserted. 
		(g)	No Leasing Commissions are due in connection with the Luby's 
Lease.
		(h)	To the Actual Knowledge of BMP, there is no (1) pending or 
contemplated annexation or condemnation proceedings affecting, or which 
may affect, all or any portion of the Luby's Property, (2) proposed or 
pending proceeding to change or redefine the zoning classification of all 
or any portion of the Luby's Property or (3) proposed change in road 
patterns or grades which may adversely affect access to the roads 
providing a means of ingress to or egress from the Luby's Property.
		(i)	A true, complete and correct copy of the Luby's Lease and all 
amendments, modifications and supplements thereto has been delivered to 
Purchaser prior to the date hereof.  Except for the Luby's Lease, BMP has 
not entered into any leases, licenses or occupancy agreements affecting 
the Luby's Property.
		(j)	Annexed hereto as Schedule G-1 is a true, complete and 
correct copy of the certificate of insurance covering the Luby's Property 
and which reflects the coverages applicable thereto.  All such insurance 
(or replacements or renewals thereof) shall be maintained in full force 
and effect until the Closing Date.
		(k)	BMP is not a foreign person as defined in Section 1445 of the 
Internal Revenue Code.  BMP shall deliver to Purchaser at the Closing a 
non-foreign person affidavit ("Firpta Affidavit") containing such 
information as shall be required by said Section 1445.
		(l)	Except for the Permitted Exceptions, on the Date of Closing 
there will not be any Contracts or other agreements which will be binding 
on Purchaser subsequent to the Date of Closing with respect to the Luby's 
Property.
		(m)	No approval, consent, waiver, filing, registration or 
qualification with any third party, including, but not limited to, any 
governmental bodies, agencies or instrumentalities is required to be 
made, obtained or given for the execution, delivery and performance of 
this Agreement or any of the documents to be delivered by BMP under the 
terms of this Agreement.
		6. 	Purchaser's Representations and Warranties.  Purchaser hereby 
represents and warrants to Seller as of the date hereof that:
		(a)	Purchaser is a limited partnership duly organized, validly 
existing, and in good standing under the laws of State of Delaware, and 
has all requisite power and authority to own, lease and operate its 
properties and to carry on its business as now conducted and to 
consummate the transactions contemplated hereby.
		(b) 	Purchaser has full right, power and authority to enter into 
this Agreement and all documents and agreements described herein to be 
executed by Purchaser and to consummate the transactions contemplated 
hereby, and this Agreement and such other documents and agreements 
constitute (or will constitute when executed and delivered) the valid, 
binding and enforceable obligation of  Purchaser in accordance with their 
respective terms, subject to applicable bankruptcy and insolvency laws 
and affecting the rights of creditors generally.
		(c) 	Neither the execution and delivery of this Agreement nor the 
consummation of the purchase contemplated hereby in accordance with the 
terms hereof conflicts with, results in a breach of the terms, conditions 
or provisions of, or constitutes a default or grants a right to 
termination or acceleration under (a) Purchaser's organizational papers 
or any amendment thereof, or (b) any indenture, mortgage, deed of trust, 
lien, lease, agreement, franchise, license, permit, instrument or other 
undertaking, or any order, writ, injunction, decree or award or any court 
or governmental authority or body, to which Purchaser is a party or by 
which it is or may be bound, or results in a violation of any applicable 
law, statute, ordinance, rule or regulation.
		(d) 	To the actual knowledge of Purchaser, there is no action, 
suit or proceeding pending or, threatened against Purchaser in any court 
or by or before any other governmental agency or instrumentality which 
would materially and adversely affect the ability of Purchaser to carry 
out the transactions contemplated by this Agreement.
		(e) 	There are no actions, voluntary or involuntary, pending 
against Purchaser under any bankruptcy, reorganization, arrangement, 
insolvency or similar United States federal or state statute.
		7.	Seller's Operating Covenants.  Prior to the Closing, Seller 
shall keep and maintain the Property in the manner presently maintained 
and operated by Seller (ordinary wear and tear excepted).  Prior to 
Closing, unless required by law or to effect or comply with the request 
or direction of a branch, department or agency of the United States 
government, Seller shall not, without the prior written consent of 
Purchaser, which consent may be withheld for any reason in Purchaser's 
sole discretion:
		(a)	amend, renew, extend or modify any Lease in any material 
respect; except as a result of a default by the tenant under any Lease, 
terminate or accept the surrender of any Lease; or enter into any new 
lease of any portion of the Property or approve any sublease or 
assignment of Lease;
		(b)	except as otherwise required under the Leases, permit any 
structural modification or additions to the Improvements or the Land 
except for insubstantial and immaterial changes which do not adversely 
affect the Improvements or the Land or the value thereof;
		(c)	sell or otherwise dispose of any item or groups of items 
constituting the Personalty except for insubstantial and immaterial 
changes which do not adversely affect the Improvements or the Land or the 
value thereof;
		(d)	offer or sell (or agree to offer or sell) or encumber (or 
agree to encumber) any part of the Property, or create (or agree to 
create) any exception to or covenant, restriction, easement or other 
servitude on the Property; or
		(e)	cancel or lower the limits of any existing insurance coverage 
on the Property;
	(f)	enter into any other new contracts or extend, renew or 
cancel, consent to the assignment of or waive any material right under 
any other Contract, except for contracts executed in the ordinary and 
usual course and business and in accordance with past practices and 
policies which can be terminated without penalty or payment upon not more 
than thirty (30) days prior notice.
		8.	Damage or Destruction Prior to Closing.  Seller shall bear 
the risk of all loss or damage to the Property from all causes, through 
the Closing.  In the event, on or prior to the Date of Closing, any of 
the Improvements, the Land or any of the items constituting the 
Personalty should be damaged or destroyed as a result of fire or other 
casualty or any other cause whatsoever, Seller shall promptly give 
Purchaser written notice of such destruction or damage.  The rights and 
obligations of Seller and Purchaser by reason of such destruction or 
damage shall be as follows:
		(a)	If the cost of repair and restoration (as such term is 
defined below) of such destruction or damage shall be $250,000 or less 
with respect to the Property, the obligations of Purchaser with respect 
to the Property shall not be affected by such destruction or damage and 
Purchaser shall accept title to the Property in its destroyed or damaged 
condition; but (i) at the Closing, Seller shall assign to Purchaser all 
of Seller's rights, title and interests in and to the proceeds of any 
insurance carried by Seller and payable with respect to such destruction 
or damage (other than as have been used for repairs); (ii) Seller shall 
pay any deductible on the applicable insurance policy with respect to 
such destruction or damage or credit the amount of such deductible 
against the Purchase Price; and (iii) there shall be no other reduction 
in the Purchase Price.
		(b)	If the cost of repair and restoration of such destruction or 
damage shall exceed $250,000 with respect to the Property, Purchaser 
shall have the option either to:  (I) accept title to the Property in its 
destroyed or damaged condition in accordance with and subject to the 
provisions of subparagraph (a) above; or (ii) terminate this Agreement by 
giving notice to such effect to Seller not later than ten (10) days after 
the cost of repair and restoration is determined (as provided below); 
upon the giving of such notice by Purchaser, the Deposit together with 
any interest earned thereon shall be returned to Purchaser and neither 
Seller nor Purchaser shall have any further obligation hereunder.
		The term "cost of repair and restoration" shall mean an estimate of 
actual cost of repair and restoration obtained by Purchaser, within 
twenty (20) days of receipt of notice from Seller from a reputable 
contractor regularly doing business in the parish where the Property is 
located provided that if such Seller does not agree with such estimate, 
such Seller may obtain, within ten (10) days of receipt of notice of the 
estimate obtained by Purchaser, an estimate from a reputable contractor 
regularly doing business in such county, and if such contractor shall not 
agree to the estimate obtained by Purchaser, then, said contractors shall 
obtain an estimate from a third reputable contractor regularly doing 
business in such county and the "cost of repair and restoration" shall 
mean the estimate of such third contractor.
		9.	Condemnation Prior to Closing.  If, after the date hereof and 
prior to the Closing, all or any material portion of the Property is 
condemned or taken by eminent domain (or is the subject of a pending or 
contemplated condemnation proceeding or taking by eminent domain which 
has not been completed), or if any variance or similar law affecting any 
significant portion of the Property is changed, the Seller shall promptly 
give the Purchaser reasonably detailed written notice of such 
condemnation, taking or change, and the Purchaser shall have the option 
to terminate this Agreement by giving notice to Seller within ten (10) 
days after the receipt of Seller's notice, whereupon this Agreement shall 
be terminated, the Deposit together with any interest earned thereon 
shall be returned to Purchaser and thereafter neither Seller nor 
Purchaser shall have any further obligations hereunder.  If the Purchaser 
does not exercise its option to terminate this Agreement as herein above 
set forth, then this Agreement shall remain in full force and effect 
without a reduction in the Purchase Price and the Purchaser shall be 
entitled to, and Seller shall assign to Purchaser, any and all claims 
that Seller may have to condemnation awards and/or any and all causes of 
action with respect to such condemnation or taking of, or such change 
relating to, the Property and Seller shall pay to the Purchaser, by 
certified or official bank check, an amount equal to all payments 
theretofore made with respect to such condemnation, taking or change.  
For purposes of this paragraph, a taking by condemnation or by eminent 
domain of the Property shall be deemed to affect a "material portion" of 
such Property if the estimated value of the portion of the Property taken 
exceeds ten percent (10%) of the allocable Purchase Price for such 
Property or if as a result of such taking any party to the Core Agreement 
or Dillard's shall have the right to terminate its operating covenant or 
the respective Core Agreement or lease.

ARTICLE III
Closing Conditions and Other Closing Matters
		1.	Date of Closing.  The Closing shall take place within fifteen 
(15) days after exercise of the Option (as defined in the Option 
Agreement), or such other date as the parties hereto shall agree, but in 
no event later than February 1, 1999 and, except as otherwise provided 
herein pursuant to any provision which entitles either Seller or 
Purchaser to an adjournment of the Closing, time shall be of the essence 
as of such date.  The Closing shall take place on the Closing Date at 
10:00 a.m. at the offices of Proskauer Rose LLP, 1585 Broadway, New York, 
New York or at such other place as may be mutually agreed upon by Seller 
and Purchaser.  The Closing shall be conducted as an escrow closing 
pursuant to an escrow closing agreement in form mutually satisfactory to 
Seller, Purchaser and the Title Insurer.
		2. 	Purchaser's Conditions to Closing  The obligation of 
Purchaser to consummate the transactions provided for herein is subject 
to and contingent on the satisfaction of the following conditions or the 
waiver of the same by Purchaser:
		(a) 	All of the representations and warranties of Seller set forth 
in this Agreement shall be true and correct in all material respects as 
of the Date of Closing.
		(b) 	Seller shall have performed, satisfied and complied with, in 
all material respects, all covenants, agreements and conditions required 
by this Agreement to be performed or complied with by Seller on or before 
the Date of Closing.
		(c)  Purchaser shall have received the Title Policy.
		(d)   No litigation, including any arbitration, investigation or 
other proceeding shall be pending before any court, arbitrator or 
governmental or regulatory official, body or authority, nor any decree, 
order or injunction shall have been issued by any such court, arbitrator 
or governmental or regulatory official, body or authority and remain in 
effect which does or is likely to prevent or hinder the timely 
consummation of the Closing or otherwise materially and adversely affect 
the Property or the ownership, operation, leasing or management thereof.
		In the event that any of the foregoing conditions shall not be 
satisfied or waived by Purchaser on or before the Date of Closing, this 
Agreement shall be deemed terminated and of no further force, the Deposit 
together with any interest earned thereon shall be returned to Purchaser 
and neither Purchaser nor Seller shall have any further rights, duties or 
obligations hereunder.
		3. 	Seller's Conditions to Closing  The obligation of Seller to 
consummate the transactions provided for herein is subject to and 
contingent on the satisfaction of the following conditions or the waiver 
of the same by Seller:
		(a) 	All of the representations and warranties of Purchaser set 
forth in this Agreement shall be true and correct in all material 
respects as of the Date of Closing unless modified in accordance with the 
terms of the Option Agreement.
		(b) 	Purchaser shall have performed, satisfied and complied, in 
all material respects, with all covenants, agreements and conditions 
required by this Agreement to be performed or complied with by Purchaser 
on or before the Date of Closing.
		In the event that any of the foregoing conditions shall not be 
satisfied or waived by Seller on or before the Date of Closing, this 
Agreement shall be deemed terminated and of no further force, the Deposit 
together with any interest earned thereon shall be returned to Purchaser 
and neither Purchaser nor Seller shall have any further rights, duties or 
obligations hereunder.
		4.	Closing Deliveries by Seller.  At Closing, Bossier and BMP 
shall each deliver and furnish to Purchaser (either directly or under the 
terms of the closing escrow agreement) duly executed, notarized originals 
of the following documents (the "Seller Closing Documents"):
		(a)	A cash sale deed without warranty (the "Deed") in the form 
attached hereto as Exhibit B so as to convey to Purchaser all of (i) 
Bossier's title to the Mall Property, and (ii) BMP's title to the Luby's 
Property, in each case, free of all liens and encumbrances to the extent 
expressly provided herein other than the Permitted Exceptions (or other 
Title Exceptions approved or placed against the respective Property by 
Purchaser) and (x) the Leases in the case of the Mall Property, and (y) 
the Luby's Lease in the case of the Luby's Property, which Deeds will be 
in recordable form, duly executed and acknowledged and shall have affixed 
thereto, at Bossier's and BMP's sole cost and expense, any requisite 
surtax and documentary stamps, in proper amount; 
		(b)	(i) in the case of the Mall Property, an original counterpart 
of an Assignment and Assumption of Leases in the form attached hereto as 
Exhibit C for the Leases (the "Assignment and Assumption of Leases"), 
assigning to Purchaser all of Bossier's  right, title and interest as 
landlord under such Leases, together with an original counterpart of the 
Assignment and Assumption of Leases in recordable form, listing only 
those leases which have been recorded or for which a memorandum has been 
recorded, and (ii) in the case of the Luby's Property, an original 
counterpart of an Assignment and Assumption of the Luby's Lease in the 
form of Exhibit C-1 hereto (the "Assignment and Assumption of the Luby's 
Lease"), assigning to Purchaser all of BMP's right, title and interest as 
landlord under the Luby's Lease in recordable form .
		(c)	With respect to the Mall Property, an original counterpart of 
a General Assignment and Assumption of Contracts in the form attached 
hereto as Exhibit D (the "General Assignment and Assumption of 
Contracts"), assigning to Purchaser all of Bossier's right, title and 
interest under the Contracts.
		(d)	With respect to the Mall Property and the Luby's Property, an 
original counterpart of an Assignment and Assumption of Operating 
Agreement in recordable form in the form of Exhibit E (the "Assignment of 
Core Agreement"), assigning to Purchaser all of Bossier's and BMP's 
right, title and interest under the Core Agreement.
		(e)	With respect to the Mall Property and the Luby's Property, a 
Bill of Sale and Assignment for the Personalty owned by Bossier or BMP, 
as the case may be,  and such of the Related Rights which are not 
conveyed by the Deed, in the form of Exhibit F duly executed by Bossier 
and BMP, as the case may, in each case subject only to the Permitted 
Exceptions.
		(f)	With respect to (i) the Mall Property, a letter addressed to 
each tenant under each of the Leases and a letter to each party to the 
Core Agreement, advising such tenant or party that the Mall Property has 
been sold to Purchaser, the name of the person who will act as 
Purchaser's management agent for Property, and that all Rent is payable 
to such person, as the agent for the Purchaser, and (ii) the Luby's 
Property, a letter addressed to the tenant under the Luby's Lease 
advising such tenant that the Luby's Property has been sold to Purchaser.
		(g)	Such instruments as are necessary or reasonably required by 
Purchaser or the Title Insurer to evidence the authority of Bossier, the 
Managing Member, BMP and the BMP Managing Member executing the 
instruments to be executed in connection with the transactions 
contemplated herein, and evidence that the execution of such instruments 
is the official act and deed of Bossier, the Managing Member and BMP and 
the BMP Managing Member, as the case may be.
		(h)	To the extent in Seller's possession or in the possession of 
Odin, Stirling Properties or any other agent; (i) title to and possession 
of all licenses and permits relating to the Property and architectural 
plans and drawings, engineering plans, drawings and specifications, and 
all other plans and drawings for the Improvements; and  (ii) the original 
copies of certificates of occupancy, certificates or reservations, if 
any, allocating utility capacity to the Property and (iii) the Books and 
Records.
		(i)	Possession of the Mall Property, subject only to the Leases 
and possession of the Luby's Property subject only to the Luby's Lease.. 
		(j)	(i) with respect to the Mall Property, a certificate of 
Bossier and the Managing Member certifying that (a) it is duly organized, 
validly existing and in good standing under the laws of, and is qualified 
to do business in, the State of Louisiana, (b) it is fully authorized to 
consummate the transactions contemplated in this Agreement, (c) the 
signatures on all documents to be delivered by it hereunder are 
sufficient to bind Bossier and (d) all documents and instruments required 
to effectuate the transactions contemplated by this Agreement with 
respect to Bossier have been validly authorized, duly executed and 
delivered by Bossier and the Managing Member, and (ii) with respect to 
the Luby's Parcel, a certificate of BMP and the BMP Managing Member 
certifying that (a) it is duly organized, validly existing and in good 
standing under the laws of, and is qualified to do business in, the State 
of Louisiana, (b) it is fully authorized to consummate the transactions 
contemplated in this Agreement, (c) the signatures on all documents to be 
delivered by it hereunder are sufficient to bind BMP and (d) all 
documents and instruments required to effectuate the transactions 
contemplated by this Agreement with respect to BMP have been validly 
authorized, duly executed and delivered by BMP and the BMP Managing 
Member.
		(k)	The Firpta Affidavits.
		(m)	Certificates issued by the Delaware Secretary of State, dated 
not more than ten (10) days prior to the Closing Date, certifying the 
good standing of Bossier, BMP, the Managing Member and BMP Managing 
Member, respectively.
		(n)	Any instruments, documents or certificates required to be 
executed by Bossier or BMP with respect to any state, county or local 
transfer taxes applicable to the conveyance of the Mall Property and the 
Luby's Property  pursuant to this Agreement.
		(o)	A closing statement with respect to the transactions 
contemplated under the terms of this Agreement.
		(p)	All other agreements or instruments required under the terms 
of this Agreement to be executed and delivered by Bossier or BMP.
		5.	Closing Deliveries by Purchaser.  At Closing, Purchaser shall 
deliver and furnish to Seller (either directly or under the terms of the 
closing escrow agreement):
		(a)	The Purchase Price;
		(b)	(i) With respect to the Mall Property, an original 
counterpart of the Assignment and Assumption of Leases in the form 
attached hereto as Exhibit C, assuming all of the landlords obligations 
under the Leases arising on and after the Date of Closing, including, 
without limitation, the obligation to pay the Excluded Leasing 
Commissions, together with an original counterpart of the Assignment and 
Assumption of Leases in recordable form, listing only those leases which 
have been recorded or for which a memorandum has been recorded, and (ii) 
with respect to the Luby's Property, an original counterpart of the 
Assignment and Assumption of the Luby's Lease in the form attached hereto 
as Exhibit C-1, assuming all of landlord's obligations under the Luby's 
Lease arising on and after the Date of Closing in recordable form.
		(c)	With respect to the Mall Property, an original counterpart of 
the General Assignment and Assumption of Contracts, assuming Bossier's 
obligations under the Contracts arising on and after the Date of Closing.
		(d)	An original counterpart of the Assignment of Core Agreement, 
assuming Bossier's and BMP's obligations under the Core Agreement arising 
on and after the Closing Date.
		(e)	Such instruments as are necessary or reasonably required by 
the Title Insurer to evidence the authority of Purchaser and the persons 
executing the instruments and that the execution of such instruments is 
the official act and deed of Purchaser.
		(f)	A certificate of the Purchaser certifying that (a) it is duly 
organized, validly existing and in good standing under the laws of the 
State of Delaware and is qualified to do business in, the State of 
Louisiana, (b) it is fully authorized to consummate the transactions 
contemplated in this Agreement, (c) the signatures on all documents to be 
delivered by it hereunder are sufficient to bind it and (d) all documents 
and instruments required to effectuate the transactions contemplated by 
this Agreement with respect to the Purchaser have been validly 
authorized, duly executed and delivered by the Purchaser.
		(g)	All other agreements or instruments required under the terms 
of this Agreement to be executed and delivered by Purchaser.
		(h)	A copy of the closing statement executed by both Seller and 
Purchaser.
		6. 	Delivery of Deposit by Escrow Agent.  Upon Closing, Escrow 
Agent shall deliver the Deposit (together with any interest earned 
thereon) to Seller or, if directed by BMP, to Bossier. 

		7.	Responsibility for Costs.  At Closing the parties shall pay 
the following:
		(a)	Purchaser's Costs.  Purchaser shall pay for (i) one-half of 
the title insurance premiums for the Title Policies and all fees and 
expenses incurred in connection with title, (ii) all fees and expenses 
incurred in connection with obtaining the UCC Searches and Survey,  (iii) 
Purchaser's attorney's fees, (iv) one-half of the escrow fees payable to 
Title Insurer, if applicable and (v) the cost of recording the Deed.
		(b)	Seller's Costs.  Seller shall pay for (i) one-half of the 
title insurance premiums for the Title Policies and all fees and expenses 
incurred in connection with title, (ii) transfer, recording, sales, gains 
and other similar taxes, (iii) brokerage fee commission to Odin in 
connection with the sale of the Property, which fee and commission shall 
be paid by Seller pursuant to separate agreement, (iv) Seller's 
attorney's fees, (v) the cost of recording any documents to cure Title 
Exceptions and (vi) one-half of the escrow fees payable to Title Insurer, 
if applicable.  At or prior to the Closing, Seller shall pay or cause to 
be paid all Leasing Commissions payable in connection with the Leases as 
contemplated by Article II, Subparagraph 5(g) hereof. 
		(c)  Anything in this Agreement to the contrary notwithstanding, in 
the event that either party shall bring an action to enforce any of the 
remedies provided hereunder or otherwise available to such party, the 
prevailing party shall be entitled to reimbursement by the non-prevailing 
party for reasonable attorneys' fees, costs and expenses in connection 
with such action.
ARTICLE IV
Escrow Provision
		1.	The Deposit shall be held by Escrow Agent, in trust, on the 
terms and conditions hereinafter set forth:
		(a)	The Escrow Agent will deliver the Deposit together with any 
and all interest accrued thereon to Bossier or the Purchaser, as the case 
may be, upon the following conditions:
			(i)	At the Closing, upon the consummation of the Closing 
contemplated herein, Escrow Agent will deliver the Deposit together with 
any and all interest accrued thereon to Seller or, if directed by BMP, to 
Bossier.
			(ii)	Upon receipt of a written notice from Seller stating 
that the Seller is entitled under this Agreement to the Deposit together 
with any and all interest accrued thereon, and demanding payment of the 
same, the Escrow Agent will deliver such amount to Seller; provided, 
however, that the Escrow Agent will not honor such demand until not less 
than ten (10) days after the date on which the Escrow Agent shall have 
delivered (by personal delivery or by a nationally recognized overnight 
courier) a copy of such notice and demand to the Purchaser, nor 
thereafter, if during such ten (10) day period, the Escrow Agent shall 
have received written notice of objection from the Purchaser in 
accordance with the provisions of part (c) of this Article.
			(iii)	Upon receipt of a written notice from the Purchaser 
stating that the Purchaser is entitled under this Agreement to the return 
of the Deposit together with any and all interest accrued thereon and 
demanding payment of the same, the Escrow Agent will deliver such amount 
to the Purchaser; provided, however, that the Escrow Agent will not honor 
such demand until not less than ten (10) days after the date on which the 
Escrow Agent shall have delivered (by personal delivery or by a 
nationally recognized overnight courier) a copy of such notice and demand 
to Seller, nor thereafter, if during such ten (10) day period, the Escrow 
Agent shall have received written notice of objection from Seller in 
accordance with the provisions of Part (c) of this Article.
		(b)	Any notice to the Escrow Agent shall be sufficient only if 
received by the Escrow Agent within the applicable time periods set forth 
herein.  All mailings and notices from the Escrow Agent to Seller or 
Purchaser, or from Seller or Purchaser to the Escrow Agent shall be 
addressed to the party to receive such notice at the address set forth 
in Article VI of this Agreement, but those provisions of Article VI 
relating to the manner of giving notices and the effective dates thereof 
shall have no application to the provisions of this Article.
		(c)	Upon receipt of a written demand for the Deposit together 
with any and all interest accrued thereon made by Seller or the Purchaser 
pursuant to the provisions of sections (ii) or (iii) of part (a) of this 
Article, the Escrow Agent shall promptly deliver a copy thereof (by 
personal delivery or by a nationally recognized overnight courier) to the 
other party.  The other party shall have the right to object to the 
delivery of such amount or accrued interest thereon by delivery to and 
receipt by the Escrow Agent of written notice of objection within ten 
(10) days after the receipt of such copy from the Escrow Agent, but not 
thereafter.  Upon receipt of such notice of objection, the Escrow Agent 
shall promptly deliver a copy thereof (by personal delivery or by a 
nationally recognized overnight courier) to the party who made the 
written demand.
		(d)	If the Escrow Agent shall have received a notice of objection 
as provided for in part (c) of this Article within the time therein 
prescribed or any disagreement or dispute shall arise between or among 
any of the parties here-to and/or any other persons resulting in adverse 
claims and demands being made for the Deposit, whether or not litigation 
has been instituted, then, (1) the Escrow Agent shall continue to hold 
the Deposit subject to such adverse claims and the Escrow Agent shall not 
be or become liable in any way or to any person for its refusal to comply 
with such claims or demand, and in the event of any joint direction from 
Seller and Purchaser, the Escrow Agent shall then disburse the Deposit in 
accordance with said direction, (2) in the event the Escrow Agent shall 
receive a written notice advising that litigation over entitlement to the 
Deposit has been commenced, the Escrow Agent may deposit the Deposit with 
the clerk of the court in which said litigation is pending or (3) the 
Escrow Agent may (but shall not be required to) take such affirmative 
steps as it may, at its option, elect in order to substitute another 
impartial party to hold the Deposit subject to such adverse claims in a 
court of competent jurisdiction and the commencement of an action for 
interpleader, the cost thereof to be borne by whichever of Seller and 
Purchaser is the losing party, and thereupon the Escrow Agent shall be 
released of and from all liability thereunder.  Seller and Purchaser 
jointly and severally agree to reimburse the Escrow Agent for any and all 
expenses incurred in the discharge of its duties under this Article, 
including, without limitation, reasonable attorneys' fees. Nothing 
herein, however, shall affect the liability of a defaulting party to 
another party for reimbursement of any amount paid to the Escrow Agent 
under this Paragraph (d).
		(e)	It is expressly understood that the Escrow Agent acts 
hereunder as an accommodation to Seller and Purchaser and as a depository 
only and is not responsible or liable in any manner whatever for the 
sufficiency, correctness, genuineness or validity of any instrument 
deposited with it, or for the form of execution of such instruments or 
for the identity, authority or right of any person executing or 
depositing the same, or for the terms and conditions of any instrument 
pursuant to which the Escrow Agent or the parties may act.
		(f)	The Escrow Agent shall not have any duties or 
responsibilities except those set forth in this Article and shall not 
incur any liability in acting upon any signature, notice, request, 
waiver, consent, receipt or other paper or document believed by the 
Escrow Agent to be genuine, and the Escrow Agent may assume that any 
person purporting to give it any notice on behalf of any party in 
accordance with the provisions hereof has been duly authorized to do so.
		(g)	In the event of the death of any person who may be a party in 
interest hereunder, the Escrow Agent shall deem and treat the legal 
representatives of such person's estate as the successor in interest of 
said deceased person for all purposes of this Article.
		(h)	The Escrow Agent may act or refrain from acting in respect of 
any matter referred to herein in full reliance upon and by and with the 
advice of counsel which may be selected by it and shall be fully 
protected in so acting or refraining from acting upon the advice of such 
counsel.
		(i)	The Escrow Agent shall not be responsible for any act or 
failure to act on its part except in the case of its own willful default 
or gross negligence.  The Escrow Agent shall be automatically released 
from all responsibility and liability under this Agreement upon the 
Escrow Agent's delivery or deposit of the Deposit in accordance with the 
provisions of this Article.
		(j)	Seller and Purchaser agree that if either shall, pursuant to 
section (iii) or section (iv) of part (a) of this Article, deliver to the 
Escrow Agent a written demand for the Deposit, the party making such 
demand shall, promptly after delivering such demand to the Escrow Agent, 
deliver a copy of such demand to the other party, together with a 
statement of the facts and circumstances underlying the demand; provided, 
however, that nothing in this part shall have any effect whatsoever upon 
the Escrow Agent's rights, duties and obligations under the preceding 
parts of this Article.

ARTICLE V
Adjustments to Cash Portion
		1.	Adjustments.  Notwithstanding anything to the contrary 
contained herein, the Option Agreement or in any other agreements entered 
into between Purchaser and Seller with respect to the transactions 
contemplated herein, in the event that Purchaser shall assert any claims 
against Seller (on or before the Closing) in respect of (collectively, 
"Purchaser's Claims"): (i)  any asserted misrepresentations or breach of 
any warranties of either Bossier or BMP set forth in Article II, 
Paragraph 5 of this Agreement (as such representations and warranties may 
be modified or amended pursuant to the terms of the Option Agreement 
prior to the Closing Date), or (ii) any actual damages or losses suffered 
or incurred by Purchaser prior to the Closing Date by reason of (x) any 
default by Bossier under any of the Leases or the Core Agreement, by BMP 
under the Luby's Lease, any claim by a tenant under the Leases, the Core 
Agreement or any other agreement with Bossier, or by the tenant under the 
Luby's Lease, in each case arising with respect to any actions, events or 
obligations attributable to the period subsequent to (a) January 30, 1997 
with respect to the Mall Property and (b) June 12, 1997 with respect to 
the Luby's Property, and in each case prior to February 1, 1998, or (y) 
to the extent not covered by insurance, any claims for personal injury or 
damage to property occurring during the period subsequent to February 1, 
1997 and prior to February 1, 1998, then Purchaser's sole remedy in 
respect of any such Purchaser's Claims shall be to seek reimbursement for 
the actual damages suffered or incurred by Purchaser as a result thereof 
by reducing the Cash Portion of the Purchase Price in accordance with the 
terms and conditions of this Article V. In no event shall (i) Bossier nor 
or any of its members or BMP nor any of its members have any personal 
liability in respect of any such Purchaser's Claims, and (ii) Purchaser 
be entitled to any reimbursement for damages in excess the Cash Portion 
of the Purchase Price. 
		2.	Claims.  Upon such date as Purchaser becomes aware of any 
Purchaser's Claims,  but in no event later than three (3) business days 
prior to the Closing Date, Purchaser shall deliver a written notice (the 
"Notice of Claim")describing in reasonable detail (a) the nature of 
Purchaser's Claims and (b) the basis for Purchaser's determination of the 
amount of actual damages sought by Purchaser in connection therewith 
(such amount not to exceed the Cash Portion of the Purchase Price in the 
aggregate). Seller shall, within five (5) business days of Seller's 
receipt of Purchaser's Notice of Claim, provide Purchaser with written 
notice stating whether (i) Seller has agreed to adjust the Cash Portion 
in accordance with the Notice of Claim, (ii) Seller has elected to 
adjourn the Closing Date in order to attempt to cure Purchaser's's Claim 
in accordance with the provisions of Paragraph 3 of this Article V, or 
(iii) Seller has elected to dispute Purchaser's Notice of Claim and to 
submit such dispute to arbitration in accordance with the provisions of 
Paragraph 4 of this Article V.
		3.	Cure Period.  If Seller elects to attempt to cure, then 
Seller shall have a period of 30 days following the delivery of Seller's 
notice to Purchaser to attempt to conform the underlying facts and 
conditions to the representation made by Seller or to otherwise cure any 
Purchaser's Claims, provided, however, if the condition causing such 
Purchaser's Claim is susceptible of cure but cannot reasonably be cured 
with such 30-day period and provided further that Seller shall have 
commenced to cure such condition with such 30-day period and thereafter 
diligently proceeds to cure the same, then such 30-day period shall be 
extended for such an additional period of time as is reasonably necessary 
for Seller in the exercise of due diligence to cure such condition but in 
no event shall such additional period exceed sixty (60) days.  In the 
event Seller fails to cure the condition causing the representation or 
warranty to be false or any such other Purchaser's Claims, Seller shall 
within three (3) business days after the 30-day period or 60-day period, 
as the case may be, provide Purchaser with written notice stating whether 
(i) Seller has agreed to adjust the Cash Portion in accordance with the 
Notice of Claim and in such event the Cash Portion shall be adjusted 
accordingly, or (ii) Seller has elected to dispute the Notice of Claim 
and to submit such dispute to arbitration in accordance with Paragraph 4 
of this Article V.
		4.	Disputes/Arbitration.  (a) Any dispute or controversy arising 
under or in connection with this Article V of this Agreement shall be 
settled exclusively by arbitration to be held in the City of New York 
in accordance with the commercial rules of the American Arbitration 
Association then in effect, subject to Section 3(b) below.  There shall 
be one arbitrator appointed in accordance with those rules.  As part of 
his award, the arbitrator shall make a fair allocation between the 
parties of the fee and expenses of the American Arbitration Association 
and the cost of any transcript, taking into account the merits of their 
claims and defenses.  The arbitrator shall render his award within sixty 
(60) days after the commencement of the arbitration; provided, however, 
no failure on the part of the arbitrator to render his award within such 
sixty (60) day period shall constitute a release from liability or 
otherwise affect the liability of any party hereto.  Failure by either 
party to submit to arbitration under this paragraph shall result in the 
arbitrator ruling in favor of the other party if such other party has 
submitted to arbitration under this paragraph.  Judgment may be entered 
on the arbitrator's award in any court having jurisdiction, and the 
parties irrevocably consent to the jurisdiction of the New York courts 
for that purpose. 
		(b) In connection with any arbitration under the preceding Section 
3(a), each party shall, within ten (10) days following the appointment of 
the arbitrator, submit to the arbitrator its statement of the facts 
related to the Notice of Claim and, if necessary, an estimate of the 
amount of actual damages owed together with how such amount was computed. 
The arbitrator shall be charged solely with determining, within ten (10) 
days after expiration of the period during which the parties are to 
submit their respective statements and estimates, whether or not a the 
Purchaser's Claim was properly asserted and, if in the event that a 
Purchaser's Claim has been validly asserted,  which estimate is closest 
to the amount of actual damages suffered or incurred by Purchaser.  In 
such event, the arbitrator shall be entitled to award the amount of the 
estimate that is closest to the arbitrator's determination of the actual 
damages suffered by Purchaser as the amount of the allowable adjustment 
to the Cash Portion of the Purchase Price; except that, if the larger of 
the two estimates is equal to or less than 120% of the smaller of the two 
estimates, the amount to be awarded by the arbitrator shall be the 
average of the two estimates.  No failure on the part of the arbitrator 
to make such determination within such ten (10) days shall constitute a 
release from liability or otherwise affect the liability of any party 
hereto. If either party fails to timely submit a statement of facts and 
an estimate under this 3(b), the estimate of the other party shall be 
awarded by the arbitrator to the party to whom it is due.


ARTICLE VI
General Matters
		1.	Attorney's Fees.  If any action or proceeding is commenced by 
either party to enforce their rights under this Agreement, or to collect 
damages as a result of the breach of any of the provisions of this 
Agreement, the prevailing party in such action or proceeding, including 
any bankruptcy, insolvency or appellate proceedings, shall be entitled to 
recover all reasonable costs and expenses, including, without limitation, 
reasonable attorneys' fees and court costs, in addition to any other 
relief awarded.  The determination of who is the prevailing party shall 
be decided by the court or courts, including any appellate court, in 
which such matter is tried, heard or decided. 
		2.	"AS-IS" Sale.  Purchaser acknowledges and agrees that, except 
as otherwise set forth herein, the Property is being sold to Purchaser on 
an "As-Is, Where-Is" basis, "With All Faults" and that, except for 
express representations and warranties of Seller set forth in this 
Agreement or any other document executed and delivered by Seller to 
Purchaser pursuant to this Agreement, Seller has made no representations 
or warranties to Purchaser, express or implied, of the Property, the 
ability to develop or use the Property, the structural integrity of the 
quality or condition of the soil underlying the subject improvements, the 
environmental condition of the Property,  the merchantability of the 
Property or the fitness of the Property for any particular purpose.  
Purchaser agrees that Seller shall not be liable for any latent or patent 
defects in the Property or bound in any manner whatsoever by any 
guarantees, promises, projections, operating expenses, set-ups or other 
information pertaining to the Property made, furnished or claimed to have 
been made or furnished by Seller or any other person or entity, or any 
partner, employee, agent, attorney or other person representing or 
purporting to represent Seller whether verbally or in writing.  Purchaser 
acknowledges that neither Seller nor any of the employees, agents or 
attorneys of Seller have made and do not make any verbal or written 
representations or warranties whatsoever to Purchaser, whether express or 
implied, except as expressly set forth in this Agreement.  Purchaser has 
made such examination of the operation, income and expenses of the 
Property and all other matters and documents affecting or relating to 
this transaction or the Property as Purchaser deemed necessary.  In 
entering into this Agreement and acquiring the Property, Purchaser has 
not been induced by and has not relied upon (and Seller is not liable for 
or bound by) any representations, warranties, guarantees, promises, 
statements, real estate broker "set ups" or other information, whether 
express or implied, made or furnished by Seller or by any agent, employee 
or other representative of Seller or by any broker or any other person 
representing or purporting to represent Seller, which are not expressly 
set forth in this Agreement, whether or not any such representations, 
warranties, guarantees, promises or statements were made in writing or 
orally. Purchaser releases Seller for any claim or cause of action for 
redhibition pursuant to Louisiana Civil Code articles 2520 et. seq. or 
for the diminution of purchase price pursuant to Louisiana Civil Code 
article 2541 et seq.  Purchaser acknowledges that Purchaser understands 
that Louisiana redhibition law enables Purchaser to hold Seller 
responsible for any obvious or hidden defects in the Property existing on 
the date of sale and that such right is being specifically waived by 
Purchaser.
		3.	Notices. All notices and any other communications permitted 
or required under this Agreement must be in writing and will be effective 
(i) immediately upon delivery in person or by facsimile, provided 
delivery is made during regular business hours and the sender receives 
confirmation from the sending machine that the facsimile has been 
properly sent or (ii) 24 hours after deposit with a commercial courier or 
delivery service for overnight delivery, provided delivery is made during 
regular business hours or receipt is acknowledged by a person reasonably 
believed by the delivering party to be employed by the recipient; or 
(iii) three days after deposit with the United States Postal Service, 
certified mail, return receipt requested, postage prepaid.  All notices 
must be properly addressed and delivered to the parties at the addresses 
set forth below, or at such other addresses as either party may 
subsequently designate by written notice given in the manner provided 
herein:
	If to any Bossier:
			Bossier Mall, L.L.C.
			c/o Odin Management Company, L.P.
			500 West Putnam Avenue
			Greenwich, CT  06830
			Attention:  Robert J. Rosen
			Tel:   203-629-3600
			Fax:  203-629-3421

	If to BMP:
			BMP Realty Enterprises, L.L.C.
			c/o Odin Management Company, L.P.
			500 West Putnam Avenue
			Greenwich, CT 06830
			Attention: Robert J. Rosen
			Tel:    203-629-3600
			Fax:    203-629-3600

	In each case, with a copy to:
			Proskauer Rose LLP
			1585 Broadway
			New York, NY  10036
			Attention:  Kenneth S. Hilton, Esq.
			Tel:   212-969-3725
			Fax:  212-969-2900

	If to Purchaser:
			Pierre Bossier Mall, L.P.
			c/o General Growth Properties, Inc.
			110 N. Wacker Drive
			Chicago, IL  60606
			Attention:  Joel Bayer
			Tel:	312-960-5015
			Fax:	312-960-5475

		With a copy to:
			Neal, Gerber & Eisenberg
			Two N. LaSalle Street, 21st floor
			Chicago, IL  60602
			Attention:  Reuben C. Warshawsky
			Tel:	312-269-8412
			Fax:	312-269-1747


However, the parties hereto and their respective successors and assigns 
shall have the right from time to time and at any time to change their 
respective addresses and each shall have the right to specify as its 
address any other address within the United States by at least ten (10) 
days' written notice to the other party.
		4.	Non-Waiver.  No waiver or waivers by any party of any breach, 
default, liability or performance by the other party shall be deemed or 
construed a waiver of any other term, condition or liability or the 
breach or default thereof.  Failure on the part of any party to complain 
of any action or inaction on the part of the other party or to declare 
the other party in default, no matter how long such failure may continue, 
shall not be deemed to be a waiver by such party of any of its rights 
hereunder.
		5.	Partial Invalidity.  If any provision of this Agreement, or 
the application thereof to any particular party or circumstance, shall to 
any extent be invalid or unenforceable, the remainder of this Agreement, 
or the application of such provision to any other particular party or 
circumstance, shall not be affected thereby and each remaining provision 
of this Agreement, or the application of such provision to any other 
particular party or circumstance, shall be valid and enforceable.
		6.	Applicable Law.  This Agreement shall be construed and 
enforced in accordance with the laws of the State of Louisiana.
		7.	Gender and Number.  All pronouns used in this Agreement shall 
include the other genders, and the singular shall include the plural, and 
the plural shall include the singular, whenever and as often as may be 
appropriate.
		8.	Broker Indemnity.  (a) Seller and Purchaser represent to each 
other that the only brokers dealt with by either of them in connection 
with this transaction is The Greenwich Group.
		(b)	Purchaser hereby agrees to indemnify and hold harmless Seller 
from all claims for brokerage, agency, finder's and similar fees claimed 
in connection with this transaction by any broker, agent, finder or other 
similar party with whom Purchaser dealt in connection with this 
transaction, except The Greenwich Group.
		(c)	Seller hereby agrees to indemnify and hold harmless Purchaser 
from all claims for brokerage, agency, finder's and similar fees claimed 
in connection with this transaction by any broker, agent, finder or other 
similar party with whom Seller dealt in connection with this transaction. 
Seller further represents and warrants to Purchaser that, Seller shall 
solely be responsible for paying any fees, commissions or other charges 
which may be payable to The Greenwich Group by reason of or in connection 
with the transaction contemplated herein.
		9.	Captions.  The captions under the Article numbers and beside 
the Paragraph numbers of this Agreement are for convenience and reference 
only and in no way define, limit or describe the scope or intent of this 
Agreement and in no way affect or constitute a part of this Agreement.
		10.	Incorporation of Schedules and Exhibits.  All Schedules and 
Exhibits attached hereto are hereby incorporated herein by this reference 
and made a part hereof for all purposes.
		11.	Binding Effect.  This Agreement and all of its terms and 
provisions shall be binding upon and inure to the benefit of Seller and 
its successors and assigns, and Purchaser and its successors and 
assigns.
		12.	Survival.  Except as otherwise expressly provided in any 
documents delivered by Seller to Purchaser on the Date of  Closing, the 
delivery of the Deeds by Seller and the acceptance thereof by Purchaser 
shall be deemed a full performance and discharge of every agreement, 
obligation and provision required to be performed by Seller under this 
Agreement.  
		13.	Further Assurances.  The parties hereto each agree to execute 
and deliver such other documents or agreements as may be necessary or 
desirable for the consummation of the transactions contemplated by this 
Agreement.  In addition, from time to time after the Closing Date, at 
the Purchaser's request, Seller will execute and deliver or cause to be 
executed and delivered such other instruments of transfer, sale, 
conveyance, assignment and confirmation and take such action as Purchaser 
may reasonably deem necessary or desirable in order to effectively 
transfer, sell, convey and assign to Purchaser and to otherwise 
effectuate the transactions contemplated by this Agreement.  In addition, 
at reasonable times and upon reasonable prior written notice to Seller, 
Purchaser shall be entitled to review and copy, at Purchaser's sole cost 
and expense, income and expense and other similar financial information 
relating to the operation or leasing of the Property which is in the 
possession or control of Seller (excluding any information which relates 
to Seller as opposed to the Property or which is of a confidential 
nature); provided, however: (i) Seller's sole obligation relating to such 
information shall be to make such information available to Purchaser as 
provided above, (ii) Seller shall not be required to make any 
representation or warranty with respect to any such information nor 
verify the accuracy thereof, and (iii) Purchaser's obligations hereunder 
shall in no way be conditioned upon Purchaser's approval of such 
financial information or Purchaser's being satisfied with any matters 
disclosed by Purchaser's review of such financial information. 
		14.	Amendment of Agreement; Complete Agreement.  This Agreement 
may not be modified or amended orally or in any other manner than by an 
agreement in writing, signed by Seller and Purchaser. This Agreement, and 
the documents and agreements to be delivered pursuant hereto, contain the 
entire agreement and understanding between Purchaser and Seller 
concerning the subject matter of this Agreement and supersede all prior 
agreements, terms, understandings, conditions, representations and 
warranties, whether written or oral, made by Purchaser or Seller 
concerning the Property or the other matters which are the subject of 
this Agreement.  This Agreement has been drafted through a joint effort 
of the parties and their counsel and, therefore, shall not be construed 
in favor of or against either of the parties.
		15.	Consideration Prior to Closing Date.  Seller and Purchaser 
acknowledge and agree that, by execution of this Agreement, Seller and 
Purchaser have materially altered their respective legal positions; that 
Seller and Purchaser will incur material expense during the period prior 
to the Closing Date; and that the covenants and agreements of Seller and 
Purchaser in this Agreement are supported by sufficient consideration at 
all times during the term of this Agreement.
		16.	Purchaser's Default; Liquidated Damages and Deposit.  IF 
PURCHASER DEFAULTS UNDER THE TERMS OF THIS AGREEMENT AND SUCH DEFAULT 
CONTINUES FOR TEN (10) DAYS AFTER WRITTEN NOTICE THEREOF FROM SELLER TO 
PURCHASER (EXCEPT FOR PURCHASER'S FAILURE TO PAY THE PURCHASE PRICE WHICH 
SHALL NOT REQUIRE ANY NOTICE), SELLER SHALL BE ENTITLED TO TERMINATE THIS 
AGREEMENT AND RETAIN THE DEPOSIT AS SELLER'S LIQUIDATED DAMAGES AS ITS 
SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT AND FOR THE LOSS SUFFERED BY 
SELLER. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY 
DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT 
OF PURCHASER'S BREACH OF ITS OBLIGATIONS TO COMPLETE THE PURCHASE OF THE 
PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES 
EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES 
PROVIDED FOR IN THIS PARAGRAPH REPRESENTS A REASONABLE ESTIMATE OF THE 
DAMAGES AND LOSS WHICH SELLER WILL INCUR AS A RESULT OF SUCH BREACH.  THE 
PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT 
INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE 
LIQUIDATED DAMAGES TO SELLER IN ORDER TO COMPENSATE SELLER FOR THE LOSS 
RESULTING FROM PURCHASER'S DEFAULT.
		17. 	Agreement Non-Recourse to Seller, Seller's Default   (a) 
Anything contained in this Agreement to the contrary notwithstanding, no 
recourse shall be had for the payment of any sum due under this 
Agreement, or for any claim based hereon or otherwise in respect hereof 
against Bossier or BMP or any partner or member of Bossier or BMP, as the 
case may be, or any legal representative, heir, estate, successor or 
assignee or any thereof.  It is understood that all of the obligations of 
Bossier and BMP under or with respect to this Agreement may not be 
enforced against any person or entity; provided, that the foregoing 
provisions of this Paragraph shall not prevent Purchaser from commencing 
a proceeding for specific performance without any abatement of the 
Purchase Price or allowance of any kind and in which proceeding no 
monetary claim is made, or monetary judgment or other relief obtained, 
against Bossier or BMP or any partner or member thereof; and provided, 
further, that the foregoing provisions of this paragraph shall not limit 
the right of any person to name Bossier or BMP as a party defendant in 
any action or suit seeking specific performance so long as not judgment 
seeking personal liability be asked for or (if obtained) enforced against 
Bossier or BMP or any partner or member of Bossier or BMP, as the case 
may be,  or any legal representative, heir, estate, successor or assignee 
of any thereof.
			(b)	If Seller shall fail or be unable to deliver the Deed 
and the other documents required to be delivered by Seller to Purchaser 
on the Date of Closing, or otherwise default under the terms of this 
Agreement and such default continues for ten (10) days after written 
notice thereof from Purchaser to Seller, Purchaser shall have the right, 
as Purchaser's sole remedy, to (i) in the case of a willful default by 
Seller hereunder, commence a proceeding against Seller for specific 
performance without any abatement of the Purchase Price or allowance of 
any kind in which proceeding no monetary claim is made, or monetary 
judgment of other relief obtained against Seller or any partner or member 
of Seller, or any legal representative, heir estate, successor or 
assignee of any thereof, or (ii) terminate this Agreement; in which event 
the Deposit (together with any interest earned thereon) shall be paid to 
and retained by Purchaser and Seller and Purchaser shall be relieved of 
all obligations and liability under this Agreement (except for any 
obligations expressly stated to survive a termination of this Agreement). 
		(c)  In addition to the foregoing, in the event that Seller 
defaults in any obligation under this Agreement, Purchaser shall not be 
entitled to rescind the sale of the Property.  Purchaser acknowledges 
that Purchaser is hereby waiving and foregoing its right to rescind the 
sale pursuant to Louisiana Civil Code articles 2485 and 2013-2024. 
		18.	References to Mortgages and Deeds of Trust.  Any reference 
herein to a mortgage shall include a deed of trust, and any reference 
herein to a deed of trust shall include a mortgage and any reference 
herein to a mortgagee shall include the beneficiary under a deed of trust 
and any reference to a beneficiary under a deed of trust shall include a 
mortgagee.
		19.	Counterparts.  This Agreement may be executed in two or more 
counterparts and shall be deemed to have become effective when and only 
when one or more of such counterparts shall have been signed by or on 
behalf of each of the parties hereto (although it shall not be necessary 
that any single counterpart be signed by or on behalf of each of the 
parties hereto, and all such counterparts shall be deemed to constitute 
but one and the same instrument), and shall have been delivered by each 
of the parties to each other.
		20.	Third Parties.  This Agreement is entered into for the sole 
benefit of Purchaser and Seller and their respective permitted successors 
and assigns.  No party other than Purchaser and Seller and such permitted 
successors and assigns shall have any right of action under or rights or 
remedies by reason of this Agreement.
		21.	Independent Counsel.  Purchaser and Seller each acknowledge 
that:  (a) they have been represented by independent counsel in 
connection with this Agreement; (b) they have executed this Agreement 
with the advice of such counsel; and (c) this Agreement is the result of 
negotiations between the parties hereto and the advice and assistance of 
their respective counsel.
		22.	Assignment. Neither Purchaser nor Seller may assign any 
rights or obligations under this Agreement without the prior written 
consent of the other party hereto except that (i)  without Seller's 
consent Purchaser shall be entitled to assign its rights and obligations 
hereunder to any affiliate of Purchaser provided such assignee shall 
deliver a written agreement to Seller pursuant to which such assignee 
shall assume and agree to be bound by the terms and conditions of this 
Agreement, and (ii) Purchaser may, upon the giving of written notice to 
Seller not less than three business days prior to the Date of Closing, 
designate a third party to accept title to the Luby's Property; provided, 
however, in the event of any such designation or assignment, Purchaser 
shall not be relieved of any obligations or liability hereunder, 
including, without limitation, any obligations of Purchaser which survive 
the closing of the transactions contemplated hereby. 
		23.	Successors and Assigns.  Subject to Paragraph 22 above, this 
Agreement shall be binding upon and inure to the benefits of the heirs, 
successors and permitted assigns of the parties hereto.
		24.	Publicity.  Prior to the Closing Date, in no event shall 
either Seller or Purchaser issue any press release or otherwise disclose 
any non-public information regarding this Agreement or the transactions 
contemplated under the terms of this Agreement unless the other party has 
consented thereto in writing (and Seller and Purchaser agree not 
unreasonably to withhold or delay such consent) and to the form and 
substance of any such statement or disclosure; provided, however, that 
nothing herein shall be deemed to limit or impair in any way any party's 
ability to disclose the details of or information concerning this 
Agreement, the transactions contemplated under the terms of this 
Agreement or the Property to such party's attorneys, accountants or other 
advisors, or to the extent such party reasonably deems necessary or 
desirable pursuant to any court or governmental order or applicable 
securities laws or regulations financial reporting requirements, or to 
obtain the Estoppel Letters or financing for the acquisition of the 
Property.  Further, either party may disclose any information regarding 
this Agreement or the transactions contemplated under the terms of this 
Agreement to its direct or indirect constituent partners, members or 
shareholders, as the case may be (and to counsel for such constituent 
partners, members and shareholders) and as otherwise necessary to comply 
with the terms of this Agreement.  Any disclosure by a party's advisors 
or direct or indirect constituent partners, members or shareholders shall 
be deemed a breach hereof by such party.



	EXECUTED under seal by the parties hereto on the respective dates 
shown below.
				SELLERS:
							BOSSIER MALL L.L.C.
Witness:					By:  Bossier Acquisition L.L.C.
____________________________		By:  Bossier Acquisition Manager L.L.C.

							By: /s/ Robert J. Rosen
____________________________		   ____________________________
								Name: Robert J. Rosen
							Title: Member

							BMP REALTY ENTERPRISES, L.L.C. 
Witness:					By: Bossier Mall, L.L.C. 
____________________________		By: Bossier Acquisition, L.L.C. 
							By: Bossier Acquisition Manager, L.L.C. 

							By: /s/ Robert J. Rosen
____________________________		   ____________________________
								Name: Robert J.Rosen
								Title: Member



				PURCHASER: 
							PIERRE BOSSIER MALL, L.P. 
							By: Pierre Bossier Mall, Inc. 
								General Partner
Witness: 

							By: /s/ Ronald L. Gern
____________________________		   ____________________________
								Name: Ronald L. Gern
								Title: Vice President



ESCROW AGENT: 
NEAR NORTH NATIONAL TITLE CORPORATION

By: ____________________________ 
	Name: 
	Title: 






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