                                                                   Exhibit 10.21





                              AMENDED AND RESTATED

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          JG GULF COAST TOWN CENTER LLC



                                 BY AND BETWEEN


                            JG GULF COAST MEMBER LLC,
                        an Ohio limited liability company

                                       and

                              CBL/GULF COAST, LLC,
                       a Florida limited liability company





                         Effective Date: April 27, 2005




<PAGE>


                              TABLE OF CONTENTS OF
           AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
                          JG GULF COAST TOWN CENTER LLC
         BY AND BETWEEN JG GULF COAST MEMBER LLC AND CBL/GULF COAST, LLC
                         (EFFECTIVE DATE APRIL 27, 2005

ARTICLE I  DEFINITIONS.........................................................1
1.01     Definitions...........................................................1
1.02     Other Definitional Provisions........................................14
1.03     Statement as to Member's Approval/Voting Rights......................14

ARTICLE II FORMATION..........................................................15
2.01     Formation............................................................15
2.02     Name.................................................................15
2.03     Principal Place of Business..........................................15
2.04     Statutory Agent......................................................15
2.05     Term.................................................................15

ARTICLE III  PURPOSE OF COMPANY; ADMISSION OF CBL; CAPITAL ACCOUNTS
AND INTEREST/RETURN; FINANCING; OUTPARCEL
VENTURE  15
3.01     General Business Purpose of the Company..............................15
3.02     Admission of CBL.....................................................15
3.03     Capital Accounts.....................................................16
3.04     Financing............................................................16
3.05     Outparcel Venture....................................................22

ARTICLE IV  NAMES AND ADDRESSES OF MEMBERS....................................22

ARTICLE V GOVERNANCE..........................................................22
5.01     General Powers.......................................................22
5.02     Standard of Conduct..................................................23
5.03     Governance...........................................................23

ARTICLE VI  SPECIFIC DUTIES OF MEMBERS........................................26
6.01     Managing Member......................................................27
6.02      JG's Specific Duties................................................27
6.03     Managing Member; CBL'S Specific Duties...............................28
6.04     Other Member's Participation in Development
          and Construction of the Project.....................................33
6.05     Construction Contract................................................33
6.06     Removal and Resignation..............................................33
6.07     Compensation.........................................................34

ARTICLE VII  CONFLICT OF INTEREST TRANSACTIONS................................34

ARTICLE VIII  INDEMNIFICATION.................................................34
8.01     Indemnification......................................................34

                                       ii
<PAGE>

8.02     Expenses.............................................................35
8.03     Insurance............................................................35

ARTICLE IX  LIMITATION OF LIABILITY OF MEMBERS; MEMBER LISTS..................35
9.01     Limitation on Liability..............................................35
9.02     No Liability for Company Obligations.................................35
9.03     List of Members......................................................35

ARTICLE X  LIABILITY, PROPERTY AND CASUALTY INSURANCE.........................35
10.01    Insurance............................................................35

ARTICLE XI  CAPITAL CONTRIBUTIONS TO THE COMPANY..............................36
11.01    Members' Required Capital Contributions..............................36
11.02    Additional Non-Required Capital Contributions or Member Loans........38
11.03    No Third-party Rights................................................38
11.04    Member Construction Loans not Capital Contributions..................38
11.05    No Further Assessments on Membership Interests.......................38

ARTICLE XII  DISTRIBUTIONS TO MEMBERS.........................................39
12.01    Distributions of Distributable Cash..................................39
12.02    Capital Events Distributions.........................................40
12.03    Distribution of Incoming Equalizing Contribution to CBL..............40
12.04    Limitation Upon Distributions........................................40

ARTICLE XIII  ALLOCATIONS OF NET PROFITS AND NET LOSSES.......................40
13.01    Net Profits..........................................................40
13.02    Net Losses...........................................................41
13.03    2005 Fiscal Year.....................................................41

ARTICLE XIV  BOOKS AND RECORDS................................................41
14.01    Accounting Period....................................................41
14.02    Records and Reports..................................................41
14.03    Inspection of Records by Members.....................................42
14.04    Tax Returns..........................................................42
14.05    Financial Statements.................................................43

ARTICLE XV  TERMINATION OF MEMBERSHIP INTEREST................................43
15.01    Termination of Interest..............................................43
15.02    Withdrawal...........................................................43
15.03    Effect of Termination of Membership..................................43

ARTICLE XVI  TRANSFERS OF MEMBERSHIP INTERESTS AND RESTRICTIONS ON TRANSFERS;
IMPASSE PROVISIONS; PLEDGE OF
MEMBERSHIP INTERESTS; SALE OF PROJECT.........................................43
16.01    Definition of "Assignment"...........................................43
16.02    Restriction on Assignment............................................44

                                      iii
<PAGE>

16.03    Exempt Assignments...................................................44
16.04    Mandatory Buy/Sell on Impasse........................................46
16.05    Right of First Refusal; Buy/Sell.....................................48
16.06    Conditions of Assignments............................................51
16.07    Lender Approval......................................................51
16.08    Pledge of Membership Interests.......................................52
16.09  Mutually Exclusive Rights..............................................52

ARTICLE XVII  DISSOLUTION, TERMINATION AND WINDING-UP.........................52
17.01    Events Causing Dissolution...........................................52
17.02    Continuation.........................................................52
17.03    Effect of Dissolution................................................52
17.04    Winding-Up, Liquidation and Distribution of Assets...................52
17.05    Articles of Termination..............................................53
17.06    Return of Contribution Nonrecourse to Other Members..................54

ARTICLE XVIII  MISCELLANEOUS PROVISIONS.......................................54
18.01    Applicable Law.......................................................54
18.02    No Action or Partition...............................................54
18.03    Execution of Additional Instruments..................................54
18.04    Waivers..............................................................54
18.05    Rights and Remedies Cumulative.......................................54
18.06    Heirs, Successors and Assigns........................................54
18.07    Creditors............................................................54
18.08    Counterparts.........................................................54
18.09    Federal Income Tax Elections; Tax Matters Member.....................55
18.10    Notices..............................................................55
18.11    Amendments...........................................................56
18.12    Enforceability.......................................................56
18.13    Drafting.............................................................56
18.14    Further Assurances...................................................56
18.15    Time.................................................................56
18.16    Integration..........................................................56
18.17    Termination of Letter Agreement......................................56
18.18    Public Announcements; Precedence in Publicity........................56
18.19    Estoppel Certificates................................................57
18.20    Legal Counsel........................................................57

ARTICLE XIX  REPRESENTATIONS AND WARRANTIES...................................57
19.01    Representation of CBL................................................57
19.02    Representations of JG................................................58
19.03    Survival of Representations and Warranties...........................59

ARTICLE XX  DEFAULT PROVISIONS................................................59
20.01    Events of Default....................................................59
20.02    Remedies Upon Default................................................61

                                       iv
<PAGE>

20.03    Purchase Upon Default................................................62
20.04    Default Approval Rights; Loss of Approval Rights on Defaults.........64
20.05    Attorney's Fees......................................................64
20.06    Closing..............................................................64

ARTICLE XXI  APPOINTMENT OF MANAGING MEMBER AS ATTORNEY-IN-FACT...............67
21.01  Appointment............................................................67
21.02  Survival...............................................................67

                                       v
<PAGE>




                               LIST OF EXHIBITS TO
           AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
                          JG GULF COAST TOWN CENTER LLC
         BY AND BETWEEN JG GULF COAST MEMBER LLC AND CBL/GULF COAST, LLC
                         (EFFECTIVE DATE APRIL 27, 2005


Exhibit A ........Description of the Real Estate
Exhibit B.........Membership Interests
Exhibit C.........Fees to Members
Exhibit D.........Appraisal Procedure
Exhibit E.........Phase One Pro Forma
Exhibit F-1.......Phase One Site Plan
Exhibit F-2.......Phase Two Site Plan
Exhibit G.........Property Management Agreement
         .........         Exhibit A        The Property
         .........         Exhibit B        Form of Non-Anchor Lease
Exhibit H.........Phase One Development Schedule
Exhibit I.........Tax Matters


                                       vi
<PAGE>



                              AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          JG GULF COAST TOWN CENTER LLC



     THIS  AMENDED  AND  RESTATED  LIMITED   LIABILITY  COMPANY  AGREEMENT  (the
"Agreement")is  made and entered into as of the 27th day of April,  2005, by and
among (i) JG GULF COAST MEMBER LLC, an Ohio limited  liability  company ( herein
referred to as "JG"), and (iii) CBL/GULF COAST, LLC, a Florida limited liability
company (herein referred to as "CBL").

                              W I T N E S S E T H:

     WHEREAS, JG Gulf Coast Town Center LLC (the "Company") was formed by filing
the  Articles of  Organization  with the  Secretary of State of Ohio on July 29,
2003,  and the Company was  originally  formed  under the name of "JG Ft.  Myers
LLC". The initial  members of the Company were Richard E. Jacobs,  Trustee under
The Richard E. Jacobs  Revocable  Living Trust dated April 23, 1987,  amended by
modifications to said Trust, dated February 16, 1988, January 23, 1992, June 29,
1992, and  Restatement of Trust dated August 1, 1994 and  Modification  of Trust
dated  May 14,  1996  ("Jacobs  Trust")  and JG  Manager  LLC,  an Ohio  limited
liability  company ("JG  Manager"),  and such members  entered into that certain
Operating Agreement of JG Ft. Myers LLC, dated to be effective as of the date of
the filing of the Articles of  Organization  with the Secretary of State of Ohio
as set forth above (such  agreement and the amendment  described  directly below
being in this Whereas clause referred to as the "Initial Operating  Agreement").
The Company was  qualified to do business in the State of Florida on November 5,
2003. Jacobs Trust  subsequently  contributed all of its interest in the Company
to REJ Realty LLC, a Delaware limited liability company ("REJ Realty"),  and REJ
Realty was admitted to the Company as a member on December 31, 2003.  Each of JG
Manager  and REJ Realty  subsequently  contributed  all of its  interest  in the
Company to JG, and JG was admitted to the Company as a member on April 19, 2005.
The Initial  Operating  Agreement was amended by that certain First Amendment to
Operating  Agreement  of JG Ft. Myers LLC,  dated as of December  17,  2003,  to
change the name of the Company to JG Gulf Coast Town Center LLC;

     WHEREAS,  the Company has been  pursuing  the  development  of certain real
property located in Lee County, Florida consisting of approximately 203 acres of
land (said real property being more particularly described on Exhibit A attached
hereto and is herein referred to as the "Real Estate") with such  development to
consist of a retail shopping center as further provided herein (the "Project");

     WHEREAS,  upon  execution of this  Agreement  and in return for the Capital
Contributions described herein, CBL has been admitted to the Company as a member
owning an initial  one  hundred  percent  (100%)  Capital  Interest  and a fifty
percent  (50%)  Profits  Interest  herein,  and JG will have no initial  Capital

<PAGE>

Interest  and a fifty  percent  (50%)  Profits  Interest,  each as set  forth on
Exhibit B attached hereto;

     WHEREAS,  the Members  desire to enter into this Agreement to set forth the
rules,  regulations,  and provisions regarding the management of the business of
the Company, the regulation of the affairs of the Company, the governance of the
Company,  the conduct of the Company's business and the rights and privileges of
the Members.

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

     The Initial  Operating  Agreement  is hereby  amended  and  restated in its
entirety and the  operating  agreement or limited  liability  company  agreement
governing the Company and its Members shall be as set forth herein.

                                    ARTICLE I

                                   DEFINITIONS

     1.01  Definitions.  For  purposes  of this  Agreement,  unless the  context
otherwise requires, the following terms shall have the following meanings:

     "Accountants"  shall mean  Deloitte  & Touche  LLP or such  other  national
accounting firm as selected by the Members.

     "Act" shall mean the Ohio Limited  Liability  Company Law,  Chapter 1705 of
the Ohio Revised Code, as the same exists or may hereafter be amended.

     "Active Right" shall have the meaning set forth in Section 16.09.

     "Affiliate"  shall mean,  with respect to any Person (i) any Person,  which
directly  or  indirectly,  through  one or  more  intermediaries,  Controls  (as
hereinafter  defined),  is controlled by, or is under common Control with,  such
Person  and/or  (ii) any  Person,  ten  percent  (10%) or more of the  equity or
beneficial  interests of which are owned by a Member or owned by an Affiliate of
a  Member  that is an  Affiliate  pursuant  to  clause  (i) of  this  paragraph.
Notwithstanding   the   definition  of  Affiliate  set  forth  above,   (A)  EMJ
Corporation,  a Tennessee corporation ("EMJ"),  shall not be deemed an Affiliate
of CBL for purposes of this  Agreement,  (B) JG and its Affiliates  shall not be
deemed  Affiliates  of CBL for  purposes of this  Agreement  and (C) CBL and its
Affiliates shall not be deemed Affiliates of JG for purposes of this Agreement.

     "Affiliate Loan  Guarantee(s)"  shall have the meaning set forth in Section
3.04(c).

     "Agreement" shall mean this Agreement as originally  executed and as may be
modified or amended from time to time,  and shall include all Exhibits  attached
hereto  and  incorporated  herein,  each as  originally  executed  and as may be
modified or amended from time to time.

                                       2
<PAGE>
     "Anchor" shall mean any department store or other tenant or occupant of the
Project whose leased or owned floor space is greater than 70,000 square feet.

     "Appraisal  Procedure"  shall  mean the  procedure  set forth on  Exhibit D
attached  hereto for  determining  the fair  market  value of the Project in the
event such is called for pursuant to this Agreement.

     "Appraised  Value"  shall have the  meaning set forth in Exhibit D attached
hereto.


     "Articles of  Organization"  shall mean the Articles of Organization of the
Company as filed with the  Secretary of State of Ohio, as the same exists or may
hereafter be amended as set forth in this Agreement.

     "Buy/Sell  Initiator"  shall  have the  meaning  assigned  to that  term in
Section 16.05(b).


     "Buy/Sell  Initiator  Offer Price" shall have the meaning  assigned to that
term in Section 16.05(b).

     "Buy/Sell  Offer  Notice"  shall have the meaning  assigned to that term in
Section 16.05(b).


     "Buy/Sell  Project  Value" shall have the meaning  assigned to that term in
Section 16.05(b).


     "Buy/Sell  Respondent"  shall  have the  meaning  assigned  to that term in
Section 16.05(b).

     "Buy/Sell  Respondent  Purchase  Price" shall have the meaning  assigned to
that term in Section 16.05(b).

     "Capital  Account" shall have the meaning  assigned to that term in Section
3.03.

     "Capital  Contribution"  shall mean any  contribution to the capital of the
Company in cash or property by a Member (including Initial Capital Contributions
and   contributions   made  at  any  time   hereafter)  and  shall  include  any
contribution/loan that is a Mandatory Contribution and/or that is a Non-Required
Contribution.

     "Capital Events" shall mean the following events:

          (i)  Any  financing  or  refinancing  of  Company   indebtedness  that
               produces a surplus of funds  available  for  distribution  to the
               Members  after  deduction  for (A)  all  transaction  costs,  (B)
               repayment   of  any   refinanced   indebtedness   and   (C)   the
               establishment of any Reserves; and

                                       3
<PAGE>

          (ii) Any sale of all or any of the assets of the Company that produces
               a surplus of funds  available  for  distribution  to the  Members
               after deduction for (A) all transaction  costs,  (B) repayment of
               any  underlying  indebtedness  and (C) the  establishment  of any
               Reserves.

     "Capital Events  Distribution"  shall mean any distribution of cash arising
from the  occurrence  of a Capital  Event in the  order as set forth in  Section
12.01 below.

     "Capital Interest" shall mean that portion of the Membership  Interest of a
Member that represents such Member's interest in the capital of the Company.


     "CBL" shall have the meaning assigned to that term in the Preamble above.


     "CBL  Construction Loan Guarantee Share" shall have the meaning assigned to
that term in Section 3.04(a).

     "CBL  Construction Loan Response Notice" shall have the meaning assigned to
that term in Section 3.04(a).

     "CBL Mandatory  Contributions" shall have the meaning assigned to that term
in Section 11.01(b).


     "CBL  Permanent  Financing/Refinancing  Guarantee  Share"  shall  have  the
meaning assigned to that term in Section 3.04(b).

     "CBL Parent" shall mean CBL & Associates  Limited  Partnership,  a Delaware
limited partnership.

     "Code" shall mean the Internal  Revenue Code of 1986, as the same exists or
may hereafter be amended.

     "Company" shall mean JG Gulf Coast Town Center LLC.

     "Construction  Contract(s)" shall mean the contract(s) for the construction
of the phases of the Project as further described in Section 6.05 below.


     "Construction  Funds"  shall  have the  meaning  assigned  to that  term in
Section 11.01(b).


     "Construction  Loan(s)"  shall  mean the  loan(s)  obtained  by CBL for the
Company from a lender of the funds necessary to (i) proceed with construction of
Phase One  and/or  Future  Phases and (ii) to fund any  interim  or bridge  loan
required in order to secure public  financing  for on or off-site  improvements,
including  but  not  limited  to tax  incremental  financing  or  transportation
development  districts  or similar  governmental/public  financing  programs  in
connection with the  development of the Project.  A Member may act as the lender
of the Construction Loan as provided in Section 3.04(a),  and subject to Section
5.03(vii), below.

     "Construction Loan  Unavailability  Notice" shall have the meaning assigned
to that term in Section 3.04(a).

                                       4
<PAGE>

     "Construction  Period(s)" shall mean, with respect to Phase One, the period
from the date of this  Agreement  to the grand  opening  of Phase  One;  and for
Future Phases,  the period of time from the commencement of construction of such
phase until the grand opening of such phase of the Project.

     "Control" or "Controlled by" shall mean the power,  directly or indirectly,
to direct the actions,  operation or management  of another  Person by contract,
the ownership of voting rights or otherwise.

     "Day" or "Days" (whether or not set forth in initial capital letters) shall
mean a calendar day or days unless specifically stated otherwise.

     "Default  Approval  Rights" shall have the meaning assigned to that term in
Section 20.04.

     "Default  Formula  Price"  shall have the meaning  assigned to that term in
Section 20.03(b).

     "Default  Purchase  Closing  Date" shall have the meaning  assigned to that
term in Section 20.06(c).

     "Default  Purchase  Price" shall have the meaning  assigned to that term in
Section 20.03(b).

     "Defaulting Member" shall have the meaning assigned to that term in Section
20.01.

     "Development  Schedule(s)"  shall mean the  schedule  for  development  and
construction of the phases of the Project. There shall be a Development Schedule
for each phase of the Project.  The Phase One  Development  Schedule shall be as
set forth on Exhibit H attached  hereto and may be revised by the Members as set
forth in this Agreement.

     "Distributable  Cash"  shall mean all cash  received  by the  Company  from
Company  operations  but not from  Capital  Events,  plus any cash that  becomes
available  from Reserves,  less the sum of the following,  to the extent paid or
set  aside  by  the  Company:   (i)  all  principal  and  interest  payments  on
indebtedness of the Company and all other sums paid to lenders but not including
the principal and accrued interest on any loans made by a Member to the Company;
(ii) all cash expenditures  incurred in the operation of the Company's  business
and/or maintaining the Company's status and qualification as a limited liability
company including the fees listed on Exhibit C; and (iii) Reserves.

     "EMJ" shall mean EMJ Corporation, a Tennessee corporation.

     "Entity" shall mean any general partnership,  limited partnership,  limited
liability  company,   corporation,   joint  venture,   trust,   business  trust,
cooperative   or   association   or  any  foreign  trust  or  foreign   business
organization.
                                       5
<PAGE>

     "Events of  Dissolution"  shall have the  meaning  assigned to that term in
Section 17.01.

     "Exercise  Notice" shall have the meaning  assigned to that term in Section
20.03(b).

     "Expedited  Impasse Event" shall have the meaning  assigned to that term in
Section 16.04(a).

     "Fiscal  Year" shall mean the  Company's  Fiscal  Year,  which shall be the
calendar year.

     "Future  Phases"  shall  mean  Phase  Two  and  any  other  phases  of  the
development  and  construction  of the  Project  subsequent  to  Phase  One (but
excluding any renovation, remodeling or redevelopment of portions of the Project
that the Company has previously developed and constructed).

     "GAAP" shall mean generally  accepted  accounting  principles  consistently
applied. GAAP is a combination of authoritative accounting standards established
by policy  boards in the  accounting  profession or  overseeing  the  accounting
profession.  As to  any  matter  involving  the  Company's  books  and  records,
financial statements and/or accounting procedures,  the determination of whether
such complies with GAAP shall be made by the Accountants.

     "HVAC" shall mean heating, ventilation and air conditioning.

     "Impasse" shall have the meaning assigned to that term in Section 16.04(a).

     "Impasse Initiator" shall have the meaning assigned to that term in Section
16.04(b).

     "Impasse  Initiator  Offer Price"  shall have the meaning  assigned to that
term in Section 16.04(b).

     "Impasse  Notice  Sender"  shall have the meaning  assigned to that term in
Section 16.04(a).

     "Impasse Notice  Recipient" shall have the meaning assigned to that term in
Section 16.04(a).

     "Impasse  Offer  Notice"  shall have the  meaning  assigned to that term in
Section 16.04(b).

     "Impasse  Project  Value"  shall have the meaning  assigned to that term in
Section 16.04(b).

     "Impasse  Respondent"  shall  have the  meaning  assigned  to that  term in
Section 16.04(b).

                                       6
<PAGE>

     "Impasse Respondent Purchase Price" shall have the meaning assigned to that
term in Section 16.04(b).

     "Incoming Equalizing  Contribution" shall have the meaning assigned to that
term in Section 16.06(f).

     "Indemnitee" shall have the meaning assigned to that term in Section 8.01.

     "Initial Capital  Contribution" shall mean the initial  contribution to the
capital of the Company made by a Member  pursuant to this Agreement as set forth
in Section 11.01(a).

     "Initial  Impasse  Notice" shall have the meaning  assigned to that term in
Section 16.04.

     "Initial Operating  Agreement" shall have the meaning assigned to that term
in the Whereas clauses above.

     "Interest/Return"  shall have the meaning  assigned to that term in Section
3.03(d).

     "JG" shall have the meaning assigned to that term in the Preamble above.

     "JG  Construction  Loan Guarantee Share" shall have the meaning assigned to
that term in Section 3.04(a).

     "JG  Construction  Loan Response Notice" shall have the meaning assigned to
that term in Section 3.04(a).

     "JG Exit  Event"  shall have the  meaning  assigned to that term in Section
16.06(f).

     "JG Permanent Financing/Refinancing Guarantee Share" shall have the meaning
assigned to that term in Section 3.04(b).

     "JG Substitute  Default  Contribution"  shall have the meaning  assigned to
that term in Section 11.01(b).

     "JG  Substitute  Member"  shall have the  meaning  assigned to that term in
Section 16.06(f).

     "JG Substitute Pro Forma  Contribution"  shall have the meaning assigned to
that term in Section 11.01(b).

     "Key  Construction  Loan  Terms"  shall  mean  the  following  terms of any
proposed Construction Loan for the Company, as embodied in a written term sheet,
commitment letter or similar document provided by a potential  financing source,
and such following  terms shall be subject to unanimous  approval of the Members
as set forth in Section 5.03 below:

                                       7
<PAGE>

          (i)  The  amount of the  Construction  Loan,  unless the amount of the
               proposed  Construction  Loan is as set forth in the  approved Pro
               Forma,  and the equity  requirements  of the  Construction  Loan,
               unless the amount of equity is as set forth in the  approved  Pro
               Forma;

          (ii) The rate(s) of  interest  and  whether  such  rate(s) of interest
               is/are fixed or variable;

          (iii) Except as noted below, the granting of security interests in any
               assets  and/or the cross  collateralization  of the  Construction
               Loan  with  any  assets  and/or  the  cross   defaulting  of  the
               Construction  Loan with any other  financing of the Company.  The
               exceptions to the previous sentence are as follows:  (A) granting
               of  security  interests  in the  portion of the Real  Estate with
               respect  to  which  the   construction  to  be  financed  by  the
               Construction  Loan pertains (e.g.,  Phase One  Construction  Loan
               including  only the  Phase  One Real  Estate)  shall not be a Key
               Construction Loan Term, (B) the granting of security interests in
               the general  assets of the  Company,  excluding  the Real Estate,
               shall not be a Key  Construction  Loan Term, and (C) the granting
               of  security  interests  and/or  cross  collateralization  of the
               Construction  Loan with any assets and/or cross defaulting of the
               Construction  Loan with any other  financing of the Company shall
               not be a Key Construction Loan Term if CBL Parent guarantees both
               the Construction Loan and the other financing;

          (iv) Any   provision   calling  for  the  personal   guarantee  of  or
               indemnification or contribution by JG or its Affiliates;

          (v)  Representations   warranties  or  undertakings  that  may  create
               personal  liability of the Members  beyond their  interest in the
               Company,  other than  representations or warranties that are made
               by the Managing Member and/or its Affiliates;

          (vi) The term,  if less than one (1) year beyond the  projected end of
               the Construction Period for the phase of the Project to which the
               Construction Loan relates; and

          (vii) Any document  evidencing or securing the Construction  Loan that
               does not permit the transfer of Membership  Interests  that would
               otherwise  be  permitted  under  Article  XVI of this  Agreement;
               except that any provision in any such document that provides that
               prior notice must be given to the lender of the Construction Loan
               of a transfer of Membership Interests shall not be deemed to be a
               Key  Construction  Loan  Term if such  lender  has no  rights  to
               prohibit or restrict such  transfers  otherwise  permitted  under
               Article XVI of this Agreement.

     Once the Members have unanimously approved the Key Construction Loan Terms,
any change or  modification to such terms as approved by the Members (other than
non-substantive  wording  changes or  typographical  errors)  shall  require the
unanimous re-approval of the Members pursuant to Section 5.03 below.

     "Key Permanent  Loan Terms" shall mean the following  terms of any proposed
Permanent  Financing/Refinancing  for the Company, as embodied in a written term
sheet,  commitment letter or similar document provided by a potential  financing
source,  and such following terms shall be subject to unanimous  approval as set
forth in Section 5.03 below:

                                       8
<PAGE>

          (i)  The  amount  of the  Permanent  Loan,  unless  the  amount of the
               proposed Permanent  Financing/Refinancing  is as set forth in the
               approved Pro Forma;

          (ii) The rate(s) of  interest  and  whether  such  rate(s) of interest
               is/are fixed or variable;

          (iii) Except as noted below, the granting of security interests in any
               assets  and/or  the  cross  collateralization  of  the  Permanent
               Financing/Refinancing with any assets and/or the cross defaulting
               of the Permanent  Financing/Refinancing  with any other financing
               of the Company.  The  exceptions to the previous  sentence are as
               follows: (A) granting of security interests in the portion of the
               Real    Estate    with    respect   to   which   the    Permanent
               Financing/Refinancing   pertains   (e.g.,   Phase  One  Permanent
               Financing/Refinancing  including only the Phase One Real Estate),
               shall not be a Key  Permanent  Loan  Term,  (B) the  granting  of
               security interests in the general assets of the Company excluding
               the Real Estate shall not be a Key Permanent  Loan Term,  and (C)
               the granting of security interests and/or cross collateralization
               of the  Permanent  Financing/Refinancing  with any assets  and/or
               cross defaulting of the Permanent  Financing/Refinancing with any
               other  financing of the Company shall not be a Key Permanent Loan
               Term   if   CBL   Parent    guarantees    both   the    Permanent
               Financing/Refinancing and the other financing;

          (iv) Any   provision   calling  for  the  personal   guarantee  of  or
               indemnification  or  contribution by any Member or its Affiliates
               other than the Managing Member and/or its Affiliates;

          (v)  Representations,  warranties  or  undertakings  that  may  create
               personal  liability of the Members  beyond their  interest in the
               Company,  other than  representations or warranties that are made
               by the  Managing  Member  and/or  its  Affiliates  and other than
               personal  liability for standard  recourse  carve out  provisions
               customary  in the  industry  relating to (i) fraud,  (ii) willful
               misrepresentation;  (iii) waste,  (iv)  retention or diversion of
               rent or other revenue after an event of default; (v) retention or
               diversion of tenant security  deposits;  (vi)  misapplication  of
               insurance  proceeds;  and (vii)  misapplication  of  condemnation
               awards;

          (vi) The term, if less than a period of five (5) years; and

          (vii) Any   document    evidencing    or   securing   the    Permanent
               Financing/Refinancing  that  does  not  permit  the  transfer  of
               Membership  Interests  that would  otherwise be  permitted  under
               Article XVI of this  Agreement;  except that any provision in any
               such  document  that  provides that prior notice must be given to
               the lender of the Permanent  Financing/Refinancing  of a transfer
               of Membership Interests shall not be deemed to be a Key Permanent
               Loan Term if such  lender has no rights to  prohibit  or restrict
               such  transfers  otherwise  permitted  under  Article XVI of this
               Agreement.

     Once the Members have  unanimously  approved the Key Permanent  Loan Terms,
any change or  modification to such terms as approved by the Members (other than
non-substantive  wording  changes or  typographical  errors)  shall  require the
unanimous re-approval of the Members pursuant to Section 5.03 below.

                                       9
<PAGE>

     "Letter  Agreement" shall mean that certain letter agreement dated February
22, 2005 entered into by and between (i) JG or its Affiliate and (ii) CBL or its
Affiliate  with respect to the formation of the Company and the entering into of
this Agreement.

     "Losses" shall have the meaning set forth in Section 8.01.

     "Majority Vote" shall mean the vote or written consent of Members holding a
majority (i.e.,  in excess of fifty percent (50%)) of the Voting  Interests held
by all Members.

     "Management Fee" shall have the meaning set forth on Exhibit C.

     "Managing Member" shall mean CBL, unless and until replaced pursuant to the
terms of this  Agreement and, upon such  replacement,  shall mean the Member who
has assumed such position.

     "Mandatory  Contribution(s)"  shall have the  meaning  set forth in Section
11.01(b).

     "Material  Development  Deviation"  shall  have the  meaning  set  forth in
Section 6.05(c).

     "Material Operating  Deviation" shall have the meaning set forth in Section
6.05(b).

     "Maximum  Required  Funding"  shall have the  meaning  set forth in Section
11.01(b).

     "Member"  shall mean any Person  reflected in the  required  records of the
Company as the owner of a Membership Interest.

     "Member  Construction Loan" shall have the meaning assigned to that term in
Section 3.04(a).

     "Member Lender" shall have the meaning set forth in Section 3.04(d).

     "Membership Interest" shall mean a Member's entire interest in the Company,
consisting of such Member's rights to any distributions of Distributable Cash or
property of the  Company,  a Member's  Voting  Interests,  a Member's  rights to
otherwise  participate  in the  management of the affairs of the Company and any
rights of a Member to assign all or any portion of such Member's interest in the
Company.  The term Membership Interest shall include a Member's Capital Interest
and such Member's Profits Interest.

     "Merger" shall have the meaning set forth in Section 17.01.

     "Net Profits" and "Net Losses" shall mean, with respect to any Fiscal Year,
the Company's  taxable  income or loss  determined  in  accordance  with Section
703(a) of the Code for such Fiscal Year (for this purpose,  all items of income,
gain,  loss,  deduction or credit required to be stated  separately  pursuant to
Section  703(a)(1)  of the Code will be  included  in  taxable  income or loss);


                                       10
<PAGE>

provided,  such Net  Profits  and Net  Losses  will be  computed  as if items of
tax-exempt income and nondeductible,  non-capital  expenditures  (under Sections
705(a)(1)(B)  and  705(a)(2)(B) of the Code) were included in the computation of
taxable income or loss. If any Member  contributes  property to the Company with
an initial book value to the Company  different  from its adjusted tax basis for
federal income tax purposes to the Company,  or if Company  property is revalued
pursuant to Section  1.704-1(b)(2)(iv)(f)  of the  Regulations  or as  otherwise
required by the  Regulations,  Net Profits and Net Losses will be computed as if
the initial adjusted tax basis for federal income tax purposes to the Company of
such  contributed  or revalued  property  equaled its initial  book value to the
Company  as of the date of  contribution  or  revaluation.  Credits or debits to
Capital  Accounts due to a  revaluation  of Company  assets in  accordance  with
Section  1.704-1(b)(2)(iv)(f)  of the  Regulations,  or due to a distribution of
non-cash assets, will be taken into account as gain or loss from the disposition
of such assets for purposes of Article XIII hereof.

     "Non-Affiliated  Members"  shall have the meaning  assigned to that term in
Section 20.03(a).

     "Non-Defaulting  Member(s)" shall have the meaning assigned to that term in
Section 20.01.

     "Non-Required  Contribution(s)"  shall mean any contribution to the capital
of the  Company  or loan to the  Company  by a  Member  that is not a  Mandatory
Contribution, as further defined in and pursuant to Section 11.02 below.

     "Non-Transferring  Member" shall have the meaning  assigned to that term in
Section 16.05(a).

     "Operating Budget" shall mean the annual Operating Budget for the operation
of completed  phase(s) of the Project (i.e.,  Phase One and any Future Phase(s),
when and as completed),  upon completion of  construction  of such phase(s),  as
unanimously  approved by the Members from time to time  pursuant to Section 5.03
below,  which shall  contain the budgeted  expenses and budgeted  revenues to be
incurred/received  as relates to the  completed  phases of the  Project  for the
annual period to which such budget relates.

     "Operating  Deficits"  shall  mean  the  amount  by  which  the  sum of the
expenditures  and costs  incurred by the Company in the operation of the Project
(including,  without limitation,  current debt service and deferred  maintenance
obligations (other than deferred maintenance obligations of a capital nature) in
the year in which the cash expense  corresponding  to such deferred  maintenance
obligations  is paid)  exceeds the cash  receipts  generated  from the  ordinary
day-to-day  operations of the business of the Company from all sources available
to the Company  without  deduction of  depreciation,  cost  recovery,  and other
non-cash charges.

     "Outparcel"  shall mean any parcel  identified as an outlot or outparcel on
any Site Plan.

     "Outparcel Venture" shall have the meaning set forth in Section 3.05.

     "Outparcel  Venture  Agreement" shall have the meaning set forth in Section
3.05.

                                       11
<PAGE>

     "Payment Amount" shall have the meaning set forth in Section 20.06(i).

     "Permanent  Financing/Refinancing"  shall  mean  any  loans  or  financings
entered  into  by  CBL  on  behalf  of  the  Company  to  refinance/replace  the
Construction  Loan,  or to  refinance,  replace  or  substitute  for  any  other
subsequent  financings of the Company, that provides the permanent financing for
the operation of the Project and the Company's business.  Neither CBL nor any of
its Affiliates shall act as the lender of the Permanent Financing/Refinancing.

     "Person"  shall mean any  individual or Entity,  and the heirs,  executors,
administrators, legal representatives,  successors, and assigns of such "Person"
where the context so permits.

     "Phase  One" shall  mean a phase of the  Project  consisting  of the retail
shopping  center to be developed and constructed on a portion of the Real Estate
consisting of approximately  ninety-three (93) acres,  consistent with the Phase
One Site Plan, and to be known as "Gulf Coast Town Center" or such other name as
to which the Members may agree.

     "Phase  Two" shall  mean a phase of the  Project  consisting  of the retail
shopping  center (which may include one or more  sub-phases) to be developed and
constructed on a portion of the Real Estate,  consistent with the Phase Two Site
Plan,  also to be known as "Gulf  Coast  Town  Center"  or such other name as to
which the Members may agree.

     "Profits Interest" shall mean that portion of the Membership  Interest of a
Member that represents such Member's  interest in the Net Profits and Net Losses
of the Company for each Fiscal Year, as allocated under Article XII below and as
set forth on Exhibit B. JG's Profits Interest (consistent with Rev. Proc. 93-27)
will  be  attributable  to  JG's  services  pursuant  to  Section  6.02  of this
Agreement.

     "Pro  Forma"  shall  mean a pro forma  budget(s)  for the  development  and
construction  of the  phases of the  Project,  as  unanimously  approved  by the
Members  pursuant to Section 5.03 below in accordance  with the  procedures  set
forth in Article VI.  There shall be a Pro Forma for each phase of the  Project.
The Phase One Pro Forma shall be as set forth on Exhibit E attached hereto.


     "Project" shall mean the retail shopping center to be developed on the Real
Estate. The Project shall consist of Phase One and Future Phases as set forth in
this Agreement.

     "Property   Management   Agreement"  shall  mean  the  Property  Management
Agreement,  dated as of the date hereof,  to be entered into between the Company
and the  Property  Manager,  substantially  in the form of  Exhibit  G  attached
hereto.

     "Property  Manager"  shall mean CBL or its  Affiliate  in its  capacity  as
"Manager"  under  the  Property  Management  Agreement,  and  any  successor  or
replacement "Manager" as provided therein.

     "Purchasing Member" shall have the meaning assigned to that term in Section
20.06(a).

                                       12
<PAGE>

     "Real Estate" shall mean the real property described in the Whereas clauses
above.

     "Representative"  shall have the  meaning  assigned to that term in Section
6.04 below.

     "Reserves"  shall mean, with respect to any fiscal period or on any Capital
Event,  funds set  aside and held in  reserve  by the  Company  (i) in an Annual
Operating Budget or Pro Forma as amounts  allocated for (A) normal and customary
reserves  for  working  capital;  (B)  capital  expenditures;  (C) to pay taxes,
insurance  and/or  debt  service;  and/or (D) to pay any other costs or expenses
incident to the ownership or operation of the Company's business, including, but
not limited to, reserves  established for contingent  liabilities arising out of
claims or lawsuits;  and/or (ii) from  proceeds from a Capital  Event,  with the
unanimous  approval of the  Members  pursuant  to Section  5.03  below,  for any
purpose  determined by the Managing Member.  Reserves shall also include amounts
required to be held in reserve by the lender on any financing or  refinancing of
any Company indebtedness.

     "RoFR  Notice"  shall  have the  meaning  assigned  to that term in Section
16.05(a).

     "RoFR  Period"  shall  have the  meaning  assigned  to that term in Section
16.05(a).

     "Selling  Member"  shall have the meaning  assigned to that term in Section
20.06(a).

     "Site  Plan"  shall mean the site  plan(s)  for the phases of the  Project,
including  any  revisions  or  modifications  to a  site  plan,  subject  to any
unanimous approval rights set forth in Section 5.03 below. There shall be a Site
Plan for each  phase of the  Project.  The  Phase  One Site Plan is set forth on
Exhibit F-1 attached hereto. The Phase Two Site Plan is set forth on Exhibit F-2
attached hereto.

     "SWGW" shall have the meaning assigned to that term in Section 18.20.

     "Tax Distribution"  shall have the meaning assigned to that term in Section
12.01.

     "TH" shall have the meaning assigned to that term in Section 18.20.

     "Third-Party  Purchaser"  shall have the  meaning  assigned to that term in
Section 16.05(a).

     "TMM" shall have the meaning assigned to that term in Section 18.09.

     "Transferring  Member"  shall  have the  meaning  assigned  to that term in
Section 16.05(a).

     "Treasury  Regulations" or "Regulations"  shall mean the federal income tax
final regulations or temporary regulations,  promulgated under the Code, as such


                                       13
<PAGE>

regulations  exist or may  hereafter  be  amended  from time to time  (including
corresponding provisions of succeeding regulations).

     "Voting  Interests"  shall mean each Member's rights to vote or approve any
matter  set forth in this  Agreement  requiring  a  Member's  vote or  requiring
unanimous approval of the Members.  The Voting Interests of the Members shall be
JG - fifty percent (50%) and CBL - fifty  percent  (50%).  Any reference in this
Agreement to  approvals  of the Members or voting of Members  shall be deemed to
refer to each Member's  Voting  Interest.  A Member's  Voting Interest shall not
change with fluctuations,  if any, in such Member's Capital Interest and/or such
Member's Profits Interest.

                  1.02     Other Definitional Provisions.
                           -----------------------------

     (a) All  personal  pronouns  used in this  Agreement,  whether  used in the
masculine,  feminine or neuter  gender,  shall  include all other  genders;  the
singular  shall  include the plural,  and the plural shall include the singular.
Titles of Articles and Sections in this Agreement are for convenience  only, and
neither limit nor amplify the provisions of this  Agreement,  and all references
in this Agreement to Articles,  Sections,  Exhibits or Schedules  shall refer to
the  corresponding  Article or Section of, or Exhibit or Schedule  attached  to,
this Agreement,  unless specific reference is made to the articles,  sections or
other  subdivisions  of, or  Exhibits  or  Schedules  to,  another  document  or
instrument. All Exhibits or Schedules attached hereto are by this reference made
a part hereof.  All references to any instrument,  document or agreement  shall,
unless the context  otherwise  requires,  refer to such instrument,  document or
agreement  as  the  same  may  be,  from  time  to  time,   amended,   modified,
supplemented, renewed, extended, replaced or restated.

     (b) Terms not otherwise  defined in this Agreement  shall have the meanings
set forth in the Act.

     1.03 Statement as to Member's  Approval/Voting Rights.  Notwithstanding any
provision in this  Agreement to the contrary,  the Members  hereby agree that in
any  decision  calling  for a vote or  approval of the  Members,  the  following
Members shall be solely authorized to make such decision,  vote or approval and,
once made,  such decision  shall be binding on the Affiliates of such Member who
are  currently  Members of the  Company or who may be in the future  admitted as
Members of the Company:

          (i)  As to any vote,  approval  or  decision  by JG and/or  any of its
               Affiliates  who may be  admitted  as Members of the  Company - JG
               shall be solely  authorized  to cast  such  vote,  exercise  such
               approval or make such decision; and

          (ii) As to any vote,  approval  or  decision  by CBL and/or any of its
               Affiliates  who may be  admitted  as Members of the Company - CBL
               shall be solely  authorized  to cast  such  vote,  exercise  such
               approval or make such decision.


                                       14
<PAGE>

                                   ARTICLE II

                                    FORMATION

     2.01 Formation. The Company was formed as an Ohio limited liability company
by the filing of the  Articles of  Organization  with the  Secretary of State of
Ohio in accordance  with the provisions of the Act on July 29, 2003. The Company
has been  qualified  to do  business  in the State of Florida as of  November 5,
2003.

     2.02 Name. The name of the Company is JG Gulf Coast Town Center LLC.

     2.03 Principal  Place of Business.  The principal  place of business of the
Company  shall  be  2030  Hamilton  Place  Boulevard,  Suite  500,  CBL  Center,
Chattanooga,  Tennessee, 37421. The Company may locate its places of business at
any other place or places as the Members may from time to time deem advisable.

     2.04 Statutory Agent. The Company's  statutory agent for service of process
is TH&F Statutory  Agent Corp.,  One Columbus,  10 West Broad Street,  Suite700,
Columbus,  Ohio  42315.  The  statutory  agent may be changed  from time to time
pursuant to the Act and the applicable rules promulgated thereunder.

     2.05 Term.  The term of the Company  commenced  on the date the Articles of
Organization  were filed with the Secretary of State of Ohio and shall  continue
until the Company is dissolved and its affairs  wound up in accordance  with the
provisions  of this  Agreement  or the Act.  The Company  shall have a perpetual
existence unless terminated as stated above.

                                   ARTICLE III

                      PURPOSE OF COMPANY; ADMISSION OF CBL;
                      CAPITAL ACCOUNTS AND INTEREST/RETURN;
                          FINANCING; OUTPARCEL VENTURE


     3.01 General Business  Purpose of the Company.  The business of the Company
shall be to engage in any lawful activity  related to its activities to develop,
own,  operate,  lease and manage the Project on the Real Estate.  In furtherance
thereof,  the  Company  may  exercise  all  powers  necessary  to or  reasonably
connected with the Company's  business which may be legally exercised by limited
liability  companies under the Act, and may engage in all activities  necessary,
customary, convenient, or incident to any of the foregoing.

     The Members  agree that the Project  shall be developed in phases and there
shall be separate  responsibilities  as between the Members  with respect to (i)
the  development of Phase One and (ii) the  development of Future Phases.  Those
separate responsibilities shall be as set forth in this Agreement.

     3.02  Admission  of CBL . As of the  date of this  Agreement,  CBL has been
admitted to the Company as a Member having the Capital  Interest and the Profits
Interest set forth on Exhibit B. In consideration of CBL's admission as a Member
in the Company,  CBL has  contributed  the sum of Forty  Million  Three  Hundred
Thirty-Four Thousand Nine Hundred Seventy-Eight Dollars ($40,334,978.00) in cash


                                       15
<PAGE>

to the Company,  as CBL's Initial Capital  Contribution  on such admission.  The
Company then distributed such amount to JG and JG's Capital Interest was reduced
(diluted) to zero and its Profits  Interest was reduced to fifty percent  (50%),
set forth on Exhibit B as of the date of this Agreement.  The Members agree that
the Company and each Member shall treat the  admission of CBL and dilution of JG
as a sale by JG of the Project to CBL.

     3.03 Capital Accounts (a) An individual capital account shall be maintained
for each  Member in  accordance  with  Exhibit  I  attached  hereto (a  "Capital
Account").

     (b) The provisions of Exhibit I and any other  provisions of this Agreement
relating to the  maintenance  of Capital  Accounts  are  intended to comply with
Treasury  Regulations  Section  1.704-1(b)(2)(iv),  and shall be interpreted and
applied  in a manner  consistent  with such  Regulations.  In the event that the
Managing Member shall determine that it is prudent to modify the manner in which
Capital  Accounts,  or  any  debits  or  credits  thereto  (including,   without
limitation,  any debits or credits relating to liabilities  which are secured by
contributed or  distributed  property or which are assumed by the Company or the
Members)  are  computed in order to comply with such  Regulations,  the Managing
Member may make such  modification,  provided,  that such modification would not
reasonably be expected to have a material effect on the amount  distributable to
any Member pursuant to the provisions of this Agreement upon the dissolution and
liquidation of the Company.  The Managing Member also shall make any appropriate
modifications  in the event  unanticipated  events  might  otherwise  cause this
Agreement not to comply with Treasury Regulations Section 1.704-1(b).

     (c) The Capital  Accounts  of the Members as of the date of this  Agreement
following  CBL's  admission  as a Member and  following  the  distributions  and
adjustments to the Capital Account of JG as referenced above are as follows:

                  JG -              $0.00
                  CBL -             $40,334,978.00

     (d)  Interest/Return.  Except as set forth  below,  the Members  agree that
interest/return  shall  accrue  on any and all  loans/capital  contributions  by
Members to the Company at the rate of eleven  percent  (11%) per annum  (simple,
not compounded)  interest/return (the  "Interest/Return")  until fully repaid or
returned; provided, however, the Members also agree that in the event one Member
or its Affiliates  shall make the  Construction  Loan, the interest rate on such
Construction  Loan may not be at a rate  equivalent to the  Interest/Return  but
such interest rate shall be on market rate terms.

     3.04 Financing.

     (a)  Construction  Loan.  (i) The  parties  acknowledge  that JG and/or its
Affiliates have been pursuing the negotiation of a Construction Loan as to Phase
One prior to the date of this Agreement. JG and/or its Affiliates have presented
a term  sheet as to the Phase One  Construction  Loan to CBL and its  Affiliates
prior to the date of this  Agreement.  Following the execution of this Agreement
and subject to the unanimous  approval  rights of the Members and the procedures
set forth in Section  5.03 below,  CBL shall cause the Company to enter into the


                                       16
<PAGE>

Phase  One  Construction  Loan to fund  the  construction  of Phase  One.  As to
Construction  Loans for  Future  Phases,  CBL shall,  subject  to the  unanimous
approval  rights of the Members  and the  procedures  set forth in Section  5.03
below,  cause the  Company  to enter  into such  Construction  Loans to fund the
construction  of the  Future  Phases.  CBL shall use its  reasonable  efforts to
obtain such Construction Loans on arm's length terms that are the most favorable
market-rate  terms to the Company as reasonably  possible from an  institutional
lender that is not an Affiliate of or Controlled by any Member.

     (ii) If CBL determines in its  reasonable  judgment that it is not possible
to obtain a Construction  Loan for any Future Phase on  commercially  reasonable
terms from an institutional  lender that is not an Affiliate of or Controlled by
any  Member,  CBL  shall  provide  written  notice  of such  determination  (the
"Construction  Loan  Unavailability  Notice") to JG,  specifying  in  reasonable
detail the basis of such  determination and specifying the Key Construction Loan
Terms,  if any,  upon  which  CBL  would be  willing  to be the  lender  of such
Construction  Loan (any  Construction  Loan made by a Member  being  hereinafter
referred to as a "Member Construction Loan") and otherwise complying in form and
content with the  requirements of Section  5.03(vii) below. The Key Construction
Loan Terms and the other terms and conditions of all Member  Construction  Loans
shall be on such arm's  length and market rate terms  (defined by  reference  to
third-party unaffiliated loans for the most nearly comparable projects for which
third-party  unaffiliated loans are commercially  available) as referenced above
and as set forth in the  definition  of  Construction  Loan set forth in Section
1.01  above  and  shall  include  notice  and  cure  periods  for all  defaults,
including, but not limited to, payment defaults.

     (iii) JG shall, by written notice to CBL given within fourteen (14) days of
JG's receipt of the Construction Loan Unavailability  Notice,  respond to CBL in
writing  (the  "JG  Construction  Loan  Response  Notice")  and  shall in the JG
Construction  Loan Response Notice either (A) approve the Key Construction  Loan
Terms,  if  any,  proposed  for  the  Member  Construction  Loan  by  CBL in the
Construction Loan  Unavailability  Notice and elect to participate in the Member
Construction Loan with CBL, on an equal basis with CBL, in which case each of JG
and CBL shall act as lender to the Company for their  proportionate share of the
Member  Construction  Loan,  on  the  terms  and  conditions  specified  in  the
Construction Loan  Unavailability  Notice; (B) approve the Key Construction Loan
Terms,  if  any,  proposed  for  the  Member  Construction  Loan  by  CBL in the
Construction  Loan  Unavailability  Notice and elect not to  participate  in the
Member  Construction  Loan, in which case CBL shall act as lender to the Company
of the entire Member  Construction  Loan, on the terms and  conditions,  if any,
specified in the Construction Loan  Unavailability  Notice;  (C) specify the Key
Construction Loan Terms, if any, which shall in the aggregate be superior to the
terms, if any, offered by CBL in the Construction  Loan  Unavailability  Notice,
upon  which  JG  would  be  willing  to be  the  lender  of  the  entire  Member
Construction  Loan; or (D) disapprove the Key  Construction  Loan Terms, if any,
proposed  for  the  Member  Construction  Loan by CBL in the  Construction  Loan
Unavailability Notice.

     (iv) If JG elects to respond under clause (C) of the immediately  preceding
paragraph  (iii) of this Section  3.04(a),  CBL shall,  by written  notice to JG
given within  fourteen  (14) days of CBL's receipt of the JG  Construction  Loan
Response Notice,  respond to JG in writing (the "CBL  Construction Loan Response
Notice")  and shall in the CBL  Construction  Loan  Response  Notice  either (A)
approve  the Key  Construction  Loan  Terms  for the  Member  Construction  Loan


                                       17
<PAGE>

proposed  by JG in the  JG  Construction  Loan  Response  Notice  and  elect  to
participate in the Member  Construction Loan with JG, on an equal basis with JG,
in which  case each of JG and CBL shall act as lender to the  Company  for their
proportionate share of the Member Construction Loan, on the terms and conditions
specified  in the JG  Construction  Loan  Response  Notice;  (B) approve the Key
Construction  Loan Terms for the Member  Construction Loan proposed by JG in the
JG Construction  Loan Response Notice and elect not to participate in the Member
Construction  Loan,  in which case JG shall act as lender to the  Company of the
entire Member Construction Loan, on the terms and conditions specified in the JG
Construction  Loan Response Notice;  or (C) disapprove the Key Construction Loan
Terms for the Member  Construction  Loan  proposed by JG in the JG  Construction
Loan Response Notice.

     (v)  JG's  approval  of the Key  Construction  Loan  Terms  for the  Member
Construction  Loan under either  clause (A) or clause (B) of paragraph  (iii) of
this  Section  3.04(a)  shall  be  deemed  to  be  JG's  approval  of  such  Key
Construction   Loan  Terms  for  purposes  of  Section   5.03(vii)  below.  JG's
disapproval of the Key Construction Loan Terms for the Member  Construction Loan
under clause (D) of paragraph  (iii) of this Section  3.04(a) shall be deemed to
be JG's disapproval of such Key Construction  Loan Terms for purposes of Section
5.03(vii)  below.   CBL,  by  reason  of  having  given  the  Construction  Loan
Unavailability  Notice,  shall be deemed to have  approved the Key  Construction
Loan Terms,  if any,  for the Member  Construction  Loan  proposed by CBL in the
Construction  Loan  Unavailability  Notice,  whether  or not JG elects to act as
lender with respect to its proportionate share of such Member Construction Loan.

     (vi)  CBL's  approval  of the Key  Construction  Loan  Terms for the Member
Construction  Loan under either  clause (A) or clause (B) of  paragraph  (iv) of
this  Section  3.04(a)  shall  be  deemed  to be  CBL's  approval  of  such  Key
Construction  Loan  Terms  for  purposes  of  Section  5.03(vii)  below.   CBL's
disapproval of the Key Construction Loan Terms for the Member  Construction Loan
under clause (C) of paragraph (iv) of this Section 3.04(a) shall be deemed to be
CBL's  disapproval of such Key  Construction  Loan Terms for purposes of Section
5.03(vii) below. JG, by reason of having given the JG Construction Loan Response
Notice,  shall be deemed to have approved the Key  Construction  Loan Terms,  if
any, for the Member Construction Loan proposed by JG in the JG Construction Loan
Response Notice,  whether or not CBL elects to act as lender with respect to its
proportionate share of such Member Construction Loan.

     (vii) CBL shall provide an Affiliate  Loan  Guarantee of CBL Parent for all
Member  Construction  Loans. To the extent the lender of the  Construction  Loan
shall require  additional  personal  guarantees for any  Construction  Loan, CBL
shall provide such  guarantees  (or shall provide  Affiliate  Loan  Guarantees),
except as otherwise  provided in this clause (vii).  If CBL intends to guarantee
or provide an  Affiliate  Loan  Guarantee  of any  Construction  Loan,  CBL will
provide to JG an opportunity,  exercisable in JG's sole and absolute  discretion
within  thirty (30) days from the receipt of the notice from CBL,  for JG or its
Affiliate  to  provide a  guarantee  on the same  terms as the  guarantee  to be
provided  by CBL or its  Affiliate  (except  that JG may elect,  in its sole and
absolute discretion,  to cap JG's or its Affiliate's  guarantee obligation at an
amount determined by JG (the "JG Construction Loan Guarantee Share"),  which may
be less than  fifty  percent  (50%) of the  Construction  Loan and less than the
amount of the  Construction  Loan to be guaranteed by CBL and its Affiliate (the


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<PAGE>

"CBL  Construction  Loan  Guarantee  Share").  In the event JG or its  Affiliate
elects to provide a guarantee,  CBL will use its commercially reasonable efforts
to cause the lender to accept  "several"  guarantees  from CBL or its  Affiliate
guaranteeing the CBL  Construction  Loan Guarantee Share and JG or its Affiliate
guaranteeing  the JG  Construction  Loan  Guarantee  Share,  but the  lender may
require "joint and several"  guarantees and, in such event, CBL and JG (or their
Affiliates)  will provide the guarantees on a joint and several  basis,  but, as
between CBL and JG (or their Affiliates), CBL's and its Affiliate's liability on
such guarantees shall be limited to the CBL  Construction  Loan Guarantee Share,
and JG's and its Affiliate's  liability on such  guarantees  shall be limited to
the JG Construction  Loan Guarantee  Share, and each guarantor will have a right
of contribution and indemnity  against the co-guarantor for any payments on such
guarantees in excess of the JG  Construction  Loan Guarantee Share (as to JG and
its Affiliate) or the CBL  Construction  Loan Guarantee Share (as to CBL and its
Affiliate).  Notwithstanding  the foregoing,  from and after a JG Exit Event, to
the extent that the lender of any  Construction  Loan shall  require  additional
personal  guarantees  for such  Construction  Loan,  if the lender  will  accept
several  guarantees,  CBL or its Affiliate  and the JG Substitute  Member or its
Affiliate  shall  provide such  guarantees  on a several basis pro rata based on
their respective Capital Interests and, if the lender requires joint and several
guarantees,  CBL or its Affiliate and the JG Substitute  Member or its Affiliate
will provide the  guarantees on a joint and several  basis,  but, as between CBL
and the JG Substitute  Member (or their  Affiliates),  CBL's and its Affiliate's
liability on such guarantees and the JG Substitute  Member's and its Affiliate's
liability on such  guarantee  shall be pro rata in the same  proportion as their
respective  Capital  Interests,   and  each  guarantor  will  have  a  right  of
contribution  and indemnity  against the  co-guarantor  for any payments on such
guarantees in excess of such guarantor's pro rata share.

     (viii) As guarantor,  the guarantor party(ies) shall have certain rights in
the event of any default under financing guaranteed, i.e., indemnity rights from
the  Company  (but not from the  Company's  Members),  rights  to step  into the
primary  lender's  position on default  and other  similar  rights.  The Members
acknowledge that upon the occurrence of such event, the guarantor party(ies) may
be deemed to have a conflict  of  interest  with  respect to the Company and the
other Members.  The Members  acknowledge this potential conflict of interest and
hereby agree that it shall not be deemed a breach of any fiduciary duty that the
guarantor  party(ies)  or Affiliates  of the  guarantor  party(ies)  may have to
another Member or to the Company if the guarantor party(ies) exercise the rights
and  remedies of the lender or rights under any  indemnity  agreement or similar
agreement  when  called  upon  or  required  to pay  under a  guaranty,  and the
guarantor  party(ies) shall have the right to exercise such rights and remedies,
except that in exercising  such rights and remedies the guarantor  shall have no
right to take or cause the  Company  to take any  action  that  would  create or
increase the personal  liability of any other Member beyond such other  Member's
personal  liability,  if any, as set forth in the applicable loan document.  The
provisions  of  Section  5.03  below  shall  not  apply to the  exercise  by the
guarantor of such rights and remedies. No third-party,  non-Member lender to the
Company or creditor of any Member or of any  Affiliate  of any Member shall be a
third-party  beneficiary  of the  provisions  of this  Section 3.04 or any other
provision of this Agreement.

     (b)  Permanent  Financing/Refinancing.  At or prior to the  maturity of the
Construction  Loan, and subject to the unanimous  approval rights of the Members
and procedures  set forth in Section 5.03 below,  CBL shall cause the Company to
enter into the  Permanent  Financing/Refinancing.  CBL shall use its  reasonable
efforts to obtain the Permanent Financing/Refinancing on arm's length terms that
are the most favorable  market-rate terms to the Company as reasonably  possible
from an  institutional  lender that is not an Affiliate of or  Controlled by any
Member.  CBL may also cause the  Company  to enter  into one or more  subsequent


                                       19
<PAGE>

Permanent   Financings/Refinancings   to  replace  a   then-existing   Permanent
Financing/Refinancing  under the same parameters as set forth herein and subject
to the unanimous approval rights and procedures set forth in Section 5.03 below.

     To the  extent  the  lender of the  Permanent  Financing/Refinancing  shall
require personal guarantees for such loan, CBL shall provide such guarantees (or
shall provide Affiliate Loan Guarantees),  except as otherwise  provided in this
paragraph. If CBL intends to guarantee or provide an Affiliate Loan Guarantee of
any  nonrecourse  Permanent  Financing/Refinancing,  CBL will  provide  to JG an
opportunity, exercisable in JG's sole and absolute discretion within thirty (30)
days from the receipt of the notice from CBL, for JG or its Affiliate to provide
a  guarantee  on the same terms as the  guarantee  to be  provided by CBL or its
Affiliate (except that JG may elect, in its sole and absolute discretion, to cap
JG's or its Affiliate's  guarantee obligation at an amount determined by JG (the
"JG Permanent  Financing/Refinancing  Guarantee Share"),  which may be less than
fifty  percent (50%) of the  Permanent  Financing/Refinancing  and less than the
amount of the  Permanent  Financing/Refinancing  to be guaranteed by CBL and its
Affiliate (the "CBL Permanent  Financing/Refinancing  Guarantee Share").  In the
event JG or its  Affiliate  elects  to  provide  a  guarantee,  CBL will use its
commercially  reasonable  efforts  to  cause  the  lender  to  accept  "several"
guarantees   from  CBL  or  its   Affiliate   guaranteeing   the  CBL  Permanent
Financing/Refinancing  Guarantee Share and JG or its Affiliate  guaranteeing the
JG Permanent  Financing/Refinancing  Guarantee Share, but the lender may require
"joint  and  several"  guarantees  and,  in such  event,  CBL  and JG (or  their
Affiliates)  will provide the guarantees on a joint and several  basis,  but, as
between CBL and JG (or their Affiliates), CBL's and its Affiliate's liability on
such  guarantees  shall be  limited to the CBL  Permanent  Financing/Refinancing
Guarantee Share, and JG's and its Affiliate's liability on such guarantees shall
be limited to the JG Permanent  Financing/Refinancing  Guarantee Share, and each
guarantor  will  have  a  right  of  contribution  and  indemnity   against  the
co-guarantor  for any payments on such  guarantees in excess of the JG Permanent
Financing/Refinancing  Guarantee  Share (as to JG and its  Affiliate) or the CBL
Permanent  Financing/Refinancing  Guarantee Share (as to CBL and its Affiliate).
Notwithstanding  the  foregoing,  from and after a JG Exit Event,  to the extent
that the lender of any Permanent  Financing/Refinancing shall require additional
personal guarantees for such Permanent Financing/Refinancing, if the lender will
accept several guarantees,  CBL or its Affiliate and the JG Substitute Member or
its Affiliate shall provide such guarantees on a several basis pro rata based on
their respective Capital Interests and, if the lender requires joint and several
guarantees,  CBL or its Affiliate and the JG Substitute  Member or its Affiliate
will provide the  guarantees on a joint and several  basis,  but, as between CBL
and the JG Substitute  Member (or their  Affiliates),  CBL's and its Affiliate's
liability on such guarantees and the JG Substitute  Member's and its Affiliate's
liability on such  guarantee  shall be pro rata in the same  proportion as their
respective  Capital  Interests,   and  each  guarantor  will  have  a  right  of
contribution  and indemnity  against the  co-guarantor  for any payments on such
guarantees in excess of such guarantor's pro rata share.

     As guarantor,  the guarantor  party(ies)  shall have certain  rights in the
event of any default under financing guaranteed, i.e., indemnity rights from the
Company (but not from the  Company's  Members),  rights to step into the primary
lender's position on default and other similar rights.  The Members  acknowledge
that upon the occurrence of such event,  the guarantor  party(ies) may be deemed
to have a  conflict  of  interest  with  respect  to the  Company  and the other
Members.  The Members acknowledge this potential conflict of interest and hereby
agree  that it shall  not be  deemed a breach  of any  fiduciary  duty  that the
guarantor  party(ies)  or Affiliates  of the  guarantor  party(ies)  may have to


                                       20
<PAGE>

another Member or to the Company if the guarantor party(ies) exercise the rights
and  remedies of the lender or rights under any  indemnity  agreement or similar
agreement  when  called  upon  or  required  to pay  under a  guaranty,  and the
guarantor  party(ies) shall have the right to exercise such rights and remedies,
except that in exercising  such rights and remedies the guarantor  shall have no
right to take or cause the  Company  to take any  action  that  would  create or
increase the personal  liability of any other Member beyond such other  Member's
personal  liability,  if any, as set forth in the applicable loan document.  The
provisions  of  Section  5.03  below  shall  not  apply to the  exercise  by the
guarantor of such rights and remedies.

     (c) Affiliate  Loan  Guarantees.  As set forth above,  the lender(s) of the
Construction  Loan and/or the  Permanent  Financing/Refinancing  may require the
personal   guarantees  of  CBL  or  Affiliates  of  CBL  (the   "Affiliate  Loan
Guarantees").  If such a lender  requires an Affiliate Loan Guarantee other than
or in addition to CBL's  Affiliate  Loan  Guarantee,  CBL shall cause CBL Parent
(or, as to any lender other than the lender of a Member  Construction Loan, such
other  Affiliate(s)  as may be acceptable to the lender) to provide an Affiliate
Loan Guarantee. If CBL or CBL Parent extends credit to or for the benefit of the
Company by providing an  Affiliate  Loan  Guarantee  for the  Construction  Loan
and/or the Permanent Financing/Refinancing, CBL and/or CBL Parent shall have the
right to request and receive  indemnification from the Company (but not from the
Company's  Members)  against  any and all loss,  cost and  expense  incurred  in
connection therewith and such guarantor shall be entitled to step into the shoes
of the lender upon payment  under such  Affiliate  Loan  Guarantee.  The Members
acknowledge that upon the occurrence of such event, CBL and/or CBL Parent may be
deemed to have a conflict of interest  with respect to the Company and the other
Members.  The Members acknowledge this potential conflict of interest and hereby
agree  that it shall not be deemed a breach of any  fiduciary  duty that CBL may
have to another  Member or to the  Company if CBL or CBL  Parent  exercises  the
rights and  remedies of the lender or rights  under any  indemnity  agreement or
similar  agreement  when called upon or required to pay under an Affiliate  Loan
Guarantee,  and CBL or CBL Parent  shall have the right to exercise  such rights
and  remedies,  except that in  exercising  such rights and remedies CBL and CBL
Parent  shall have no right to take or cause the Company to take any action that
would  create or increase  the  personal  liability  of the  Members  beyond the
Members'  personal  liability,  if any,  as set  forth  in the  applicable  loan
documents.  The provisions of Section 5.03 below shall not apply to the exercise
by CBL or CBL Parent of such rights and remedies.

     (d) Member as Lender.  In the event a Member or its Affiliates serve as the
lender on any Member  Construction  Loan (the "Member  Lender")  pursuant to the
provisions  of this  Agreement,  the other Members  acknowledge  that the Member
Lender may be deemed to have a conflict of interest  with respect to the Company
and the other Members.  The other Members acknowledge this potential conflict of
interest and hereby agree that it shall not be deemed a breach of any  fiduciary
duty that the Member Lender may have to another  Member or to the Company if the
Member  Lender or the Member  Lender's  Affiliate  who has  provided  the Member
Construction  Loan  exercises  the rights and remedies of the lender or lender's
rights under the loan documents with respect to such  financing,  except that in
exercising  such rights and  remedies the Member  Lender or the Member  Lender's
Affiliate  shall  have no right to take or cause the  Company to take any action
that would create or increase the personal  liability of the Members  beyond the
Members'  personal  liability,  if any,  as set  forth  in the  applicable  loan
documents.  The provisions of Section 5.03 below shall not apply to the exercise
by the  Member  Lender or the  Member  Lender's  Affiliate  of such  rights  and
remedies.  The  Members  also agree that in the  situation  where (i) the Member


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<PAGE>

Lender has  provided a Member  Construction  Loan on a  particular  phase of the
Project and (ii) a third-party  lender has provided a  Construction  Loan and/or
Permanent  Financing/Refinancing on another phase of the Project and (iii) there
is a default on the third-party  lender's  financing,  then in such events,  the
foreclosure  by the  third-party  lender  shall not be deemed to  extinguish  or
otherwise foreclose any equity or rights of the Member Lender as to any phase of
the Project or asset of the Company other than the assets  specifically  pledged
to secure the third-party lender's loan.

     3.05  Outparcel  Venture.  The  Members  acknowledge  that the  Company has
acquired  the  entirety  of the Real Estate in the name of the  Company.  As the
Project is  developed on the Real Estate,  the Members  anticipate  that certain
portions  of the  Real  Estate  may  be  designated  as  Outparcels.  Upon  such
designation,  CBL may elect to require the Company to transfer the Outparcels to
a new entity (the  "Outparcel  Venture") which shall be in the form of a limited
liability  company and whose  members  shall be the  Members of this  Company or
their  Affiliates  and the  capital  interests,  profits  interests  and  voting
interests  of the  members  of  the  Outparcel  Venture  shall  be in  the  same
proportions as their or their Affiliates'  Capital Interests,  Profits Interests
and  Voting  Interests  in  the  Company.  The  rights,   duties,   obligations,
privileges,  remedies,  transfer  restrictions,  buy-sell  provisions  and other
provisions of this  Agreement  shall be part of a definitive  limited  liability
company agreement for the Outparcel Venture (the "Outparcel Venture Agreement").
CBL shall prepare a draft of the Outparcel  Venture  Agreement and shall deliver
it to JG for its review and approval. Each Member shall be entitled to designate
its member to be included in the Outparcel  Venture but such  designation  shall
only be allowed as to the Member  itself or an  Affiliate  of such  Member.  The
Outparcel  Venture  Agreement  shall contain  distribution  provisions that will
coordinate  with the  distribution  provisions of this Agreement as to return of
capital and other  matters.  The Outparcel  Venture  Agreement  will provide for
cross-defaults  and cross buy-sell  provisions  such that the acquisition by one
Member of the interests of another  non-Affiliated  Member under this  Agreement
shall likewise entail the acquisition of such non-Affiliated  Member's interests
in the Outparcel Venture.

                                   ARTICLE IV

                         NAMES AND ADDRESSES OF MEMBERS

       The names and addresses of the Members are set out on Exhibit B.


                                    ARTICLE V

                                   GOVERNANCE

     5.01 General Powers.  Subject to the terms of this Agreement,  the business
and  affairs  of the  Company  shall be  managed  by CBL,  and CBL  shall be the
Managing Member of the Company.  A Member shall not have the authority to act as
an agent of the Company or legally bind the Company,  unless such Person is: (a)
the  Managing  Member;  or (b) JG (as to its duties  under  Section 6.02 of this
Agreement);  or (c) a Person  designated  in writing by action of the Members as
being so authorized.

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<PAGE>

     5.02 Standard of Conduct.  A Member shall discharge such Member's duties as
a Member in good faith, in a manner the Member reasonably  believes to be in the
best interest of the Company,  and with the care an ordinarily prudent Person in
a like position would exercise under similar circumstances. Each Member shall be
entitled to rely on  information,  opinions,  reports or  statements,  including
financial  statements and other financial data, if prepared or presented by: (a)
one (1) or more  employees of the Company or one (1) or more employees of one of
the Company's Members, in either case, whom the Member reasonably believes to be
reliable and competent in the matters  presented;  or (b) legal counsel,  public
accountants  or other Persons as to matters the Member  reasonably  believes are
within such Person's  professional or expert  competence.  A Member shall not be
liable for any action taken as a Member,  or any failure to take any action,  if
the Member  performed the duties of the position as a Member in compliance  with
this Section 5.02.  Except as specifically set forth in this Agreement or in the
Act, no Member  shall be  personally  liable to the  Company,  any Member or any
third  party for any  action  taken as a Member or for any  failure  to take any
action as a Member other than due to the gross negligence or willful  misconduct
of such Member.

     5.03 Governance.  The day-to-day operational decisions of the Company shall
be made by the Managing Member unless  specifically  set forth in this Agreement
to the contrary.

     Unanimous  Approval  Items.  Subject to the provisions of Section 1.03, the
following  decisions shall require the unanimous  approval of the Members,  and,
neither JG,  pursuant to JG's  responsibilities  set forth  herein,  nor CBL, as
Managing  Member  and/or  pursuant to CBL's  responsibilities  set forth herein,
shall be authorized to take the following  actions unless such approval has been
obtained:

          (i)  The sale, lease or other disposition of all or any portion of the
               Project  or  all  or  any  of  the  Real  Estate  either  in  one
               transaction or in a series of interrelated  transactions,  except
               (A)  as set  forth  in  Article  XVI  and  Article  XVII;  (B) as
               reflected in an approved Pro Forma and/or Operating  Budget;  (C)
               for the leasing of the space in the Project to individual tenants
               in the course of the Company's business;  (D) for sales or ground
               leases of  Outparcels  to occupants  that are  consistent  with a
               first-class  shopping  center;  and (E) for normal and  customary
               easements and access rights  granted in the course of development
               of the Project;

          (ii) The approval of the Site Plan for Future Phases (other than Phase
               Two)  and  any  material  and/or  substantial   modifications  or
               amendments to the Phase One Site Plan, the Phase Two Site Plan or
               the Site Plan for Future  Phases,  the approval of  expansions or
               redevelopment  of the Project,  the  approval of the  Development
               Schedules for the Project;

          (iii) The  approval  of  the  Pro  Forma  for  the   development   and
               construction of Future Phases,  the approval of any modifications
               or adjustment(s) to a previously approved Pro Forma for Phase One
               or any  Future  Phase(s)  that  constitute  Material  Development
               Deviations;

                                       23
<PAGE>

          (iv) The approval of the  architects  and  engineers for Future Phases
               (except that the Members  agree that they may  establish,  by the
               same  unanimous  approval  as would be  required  to  approve  an
               architect  or engineer  under this  clause,  an approved  list of
               architects and engineers that then may be engaged without further
               approval by the  Members) and the approval of any fees payable to
               such  architects and engineers  collectively  with respect to any
               Future  Phase(s),  where the  aggregate  of such fees will exceed
               four and one-half  percent (4.5%) of the total costs to construct
               such phase (the Members  agree that,  for purposes of this clause
               (iv),  they  have  heretofore   approved  Dougherty  Schroeder  &
               Associates, Inc. as architect for Future Phases);

          (v)  The  selection  of the general  contractor  for  construction  of
               Future  Phases (it being agreed that EMJ shall be entitled to bid
               on the construction  contract for Future Phases) and the entering
               into of a Construction Contract by the Company that does not meet
               the parameters set forth in Section 6.05 below;

          (vi) The  approval  of the  Operating  Budget for the  Project and the
               incurrence  of  expenditures  or  obligations  that  constitute a
               Material Operating Deviation;

          (vii) The  approval  of  the  Key  Construction   Loan  Terms  on  the
               procedures  set  forth in this  clause  (vii)  or,  as to  Member
               Construction  Loans, the procedures set forth in Section 3.04(a).
               CBL shall  notify JG, in writing,  prior to the  placement of the
               Construction  Loan,  which  notice  shall  include a written term
               sheet for the  proposed  Construction  Loan and  identify the Key
               Construction  Loan  Terms and the  proposed  lender(s).  JG shall
               either  approve  or  disapprove  said  terms  by  written  notice
               delivered  and received by CBL within  fourteen  (14) Days of the
               date on which JG shall receive CBL's notice. In the event JG does
               not respond within said fourteen (14) Day period, such failure to
               respond shall be deemed an approval of terms of the  Construction
               Loan as set forth in CBL's notice;

          (viii) The approval of the Key Permanent  Loan Terms on the procedures
               set forth in this clause (viii). CBL shall notify JG, in writing,
               prior to the  placement of the  Permanent  Financing/Refinancing,
               which notice shall  include a written term sheet for the proposed
               Permanent  Financing/Refinancing  and identify the Key  Permanent
               Loan Terms and the proposed  lenders(s).  JG shall either approve
               or disapprove said terms by written notice delivered and received
               by CBL  within  fourteen  (14) Days of the date on which JG shall
               receive  CBL's  notice.  In the event JG does not respond  within
               said fourteen  (14) Day period,  such failure to respond shall be


                                       24
<PAGE>

               deemed an approval of the Permanent  Financing/Refinancing as set
               forth in CBL's notice;

          (ix) Unless set forth in this  Agreement,  in an approved Pro Forma or
               in an approved annual Operating Budget,  the incurring or payment
               of any fees to a Member  or to an  Affiliate  of a Member  or the
               entering  into any  agreement  or contract  with any Member or an
               Affiliate  of a Member;  except that the Company may enter into a
               contract for the  maintenance/janitorial/security for the Project
               with  ERMC II, LP or its  affiliates  without  further  approvals
               provided  the  terms  of such  contracts  are on  terms  that are
               competitive in the market and within an approved Pro Forma and/or
               Operating Budget; and except that Member Construction Loans shall
               be subject to Section 5.03(vii) above and shall not be subject to
               this Section 5.03(ix);

          (x)  Except for  required  funding  set forth in this  Agreement,  the
               required   funding  by  Members   of  any   obligation,   capital
               expenditure,  cost or other  expense,  and the entering  into any
               contract or agreement,  including guarantees or indemnities, that
               creates personal liability of the Members, other than CBL, beyond
               their  contributions  to the  Capital  of  the  Company  or  that
               requires the personal guarantees or indemnities of the Members or
               their Affiliates, other than CBL or its Affiliates;

          (xi) The filing of bankruptcy or the filing for the  appointment  of a
               receiver for the assets of the Company;

          (xii) In the event of any  default  under  any  financing  secured  by
               assets  of the  Company,  the  decision  as to  whether  to allow
               foreclosure  by the  creditor  or  provide  a  deed  in  lieu  of
               foreclosure;

          (xiii) The dissolution or termination of the Company;

          (xiv) The payment to JG of any compensation for the performance of its
               obligations  pursuant to Article VI of this  Agreement or for any
               other  services to the Company other than as set forth on Exhibit
               C of this Agreement;

          (xv) The payment to CBL of any compensation for the performance of its
               obligations  as  Managing  Member of the Company or for any other
               services to the Company  pursuant to Article VI of this Agreement
               other than as set forth on Exhibit C of this Agreement  and/or in
               the Property Management Agreement;

          (xvi) The entering into any agreement or contract  between the Company
               and  a  Member  or  any  Affiliate  of a  Member  other  than  as
               referenced  or  authorized   in  this   Agreement.   The  Members


                                       25
<PAGE>

               acknowledge  that  CBL or its  Affiliates  shall  enter  into the
               Property  Management  Agreement as referenced herein and serve as
               the Property  Manager in accordance with the terms and conditions
               of the Property Management Agreement;

          (xvii) Any replacement of the Property Manager and any other amendment
               to the Property Management Agreement, except a replacement of the
               Property  Manager upon  termination  of the  Property  Management
               Agreement  pursuant to clause (i) or clause (ii) of Section  10.2
               of the Property Management Agreement;


          (xviii) The removal of the Managing  Member as contemplated by Section
               6.06 below (other than upon Default of the Managing  Member under
               Section 20.01 below);

          (xix) Any  distribution  to the Members of  Distributable  Cash or any
               other funds or assets of the Company other than as set forth in a
               Pro  Forma,  an  Operating  Budget or as  otherwise  specifically
               provided in this Agreement;

          (xx) Any  employment  agreement  through which the Company shall hire,
               retain or employ any  individual as an "employee" of the Company.
               For these  purposes,  the  Members  acknowledge  that it is their
               initial   intention   that  the   Company   shall  not  have  any
               "employees";

          (xxi) The establishment of any Reserve described in clause (ii) of the
               definition of such term in Section 1.01 above; and

          (xxii) The  termination  of or any amendment or  modification  of this
               Agreement  other  than  the  exercise  of  the  authority  of the
               Managing  Member to the limited extent required to revise Exhibit
               B to reflect any  adjustment  to the Capital  Accounts or Profits
               Interests  of the  Members  should such  adjustments  arise under
               other   provisions  of  this  Agreement,   the  Members  likewise
               acknowledging  that the authority of the Managing  Member to make
               such adjustments to Exhibit B is not an arbitrary right but shall
               only be applicable  if an  adjustment to the Capital  Accounts or
               Profits  Interests of the Members is  implemented  in  accordance
               with other provisions of this Agreement.


                                   ARTICLE VI

                           SPECIFIC DUTIES OF MEMBERS



                                       26
<PAGE>

     6.01 Managing Member.  The Company shall not have managers but shall have a
Managing  Member as set forth  above.  The Company  shall be a  "member-managed"
limited liability company.

     6.02 JG's Specific Duties.

     (a) Development and Construction of Phase One .

          (i)  Development and Construction Responsibilities. From and after the
               date of this Agreement and subject to the terms of this Agreement
               and the  matters  requiring  unanimous  approval  as set forth in
               Section 5.03 above, JG shall have primary  responsibility for all
               development   and   construction   activities   relating  to  the
               development and  construction of Phase One in accordance with the
               Phase One Site Plan and the Phase One Pro  Forma,  including  but
               not  limited  to  the  procuring   and/or  amending  all  rights,
               entitlements and appurtenances  necessary or desirable to develop
               Phase One,  planning,  procuring  traffic and roadway studies and
               improvements,  securing governmental approvals,  performing soils
               and hazardous waste investigations,  and procuring  conservation,
               environmental and utility studies and approvals.

          (ii) Phase One Pro Forma and Phase One Development Schedule.

     (A) The  Members  agree  that  the  Phase  One pro  forma  (which  includes
categories for projected  rental income,  projected net project cost,  projected
net cash  flow and  projected  free and  clear  return)  for  Phase  One that is
attached  hereto and made a part hereof as Exhibit E (the "Phase One Pro Forma")
has been approved by all Members.  The  "projected net project cost" category in
the  Phase One Pro  Forma  represents  the  anticipated  hard and soft  costs to
construct Phase One and is sometimes  referred to in the industry as the capital
expense budget.

     (B) JG shall  develop  Phase One  according  to the Phase One Site Plan and
shall use its commercially  reasonable efforts to do so within the projected net
project cost  parameters set forth in the Phase One Pro Forma.  JG shall use its
commercially  reasonable  efforts to meet the Phase One Development  Schedule as
set forth on Exhibit H attached hereto (the "Phase One  Development  Schedule").
Notwithstanding  the foregoing but subject to the approval rights of the Members
set forth in Section 5.03 as to Material Development Deviations,  JG shall cause
the Company to expend, the amounts required to complete Phase One subject to and
in accordance with the provisions of this Agreement and the Phase One Pro Forma.
In the event a Material  Development  Deviation becomes necessary from the Phase
One Pro  Forma,  JG may  revise  such Pro  Forma  but only  after  securing  the
unanimous  approval of the Members  pursuant to and in  accordance  with Section
5.03 above (for purposes of this clause (B) and Section 5.03 above,  JG shall be
conclusively deemed to have approved any such Material Development Deviation).

     (C) During the  development  of Phase  One,  JG shall  review the Phase One
Development  Schedule to determine  whether specific items set forth therein can
be  accomplished  within the time parameters set forth therein and advise CBL if
it  determines  that a  modification  of the Phase One  Development  Schedule is
necessary  or  appropriate,  and  JG  shall  review  the  Phase  One  Pro  Forma
periodically  to  determine  whether  Phase  One  may be  developed  within  the
projected net project cost parameters set forth therein. If JG determines that a
Material Development Deviation to the Phase One Pro Forma is necessary, JG shall
notify CBL of the necessary  revisions and shall request the unanimous  approval
of said  revisions  pursuant  to  Section  5.03  above.  CBL  shall  approve  or
disapprove the requested revisions, by written notice given to JG, within twenty


                                       27
<PAGE>

(20) Days of the date upon which CBL  receives  the  requested  revisions to the
Phase One Pro Forma and,  if CBL  disapproves  the  requested  revisions,  shall
include in such notice an  explanation of the reasons  therefor.  The failure of
CBL to respond within the 20-Day period shall be construed as an approval of the
requested revisions by CBL. In the event CBL approves the requested revisions or
the revisions do not rise to the level of a Material Development  Deviation,  JG
shall  revise  the Phase One Pro Forma to make the  approved  revisions  and the
Phase One Pro Forma,  as revised,  shall  become the Phase One Pro Forma for all
purposes under this  Agreement with respect to such phase.  For purposes of this
clause (C) and  Section  5.03  above,  JG shall be  conclusively  deemed to have
approved any such Material Development Deviation.

     (D) During the  development  of Phase One,  JG will  review and  approve or
disapprove as  appropriate  all invoices  from  contractors  and  subcontractors
working on Phase One, code the invoices for intake into CBL's accounting system,
and  forward  the  approved  and coded  invoices  to CBL for  issuance of a draw
request under the Phase One Construction Loan. CBL will issue a draw request for
payment of such  invoices  to the lender on the Phase One  Construction  Loan no
later  than the fifth  Day (not  counting  Saturday,  Sunday or any Day on which
national  banks  are  permitted  to  be  closed  in  Chattanooga,  Tennessee  or
Cleveland,  Ohio) after CBL receives such  invoices and will arrange  payment of
such  approved  invoices  by such  lender  in  accordance  with  the  Phase  One
Construction Loan.

     (b) Limitations on JG's Authority.  JG shall not have the authority to take
the following actions:

          (i)  Any action set forth in Section 5.03 above  unless the  requisite
               unanimous  approval of the  Members as set forth in Section  5.03
               has been  obtained  and any  action  otherwise  set forth in this
               Agreement  as requiring  the approval of all Members  unless such
               approval shall have been obtained;

          (ii) Any  action  directly  in  contravention  to the  terms  of  this
               Agreement, the Articles of Organization or the Act; and/or

          (iii) Any action,  except  those  specifically  authorized  hereunder,
               which would make it  impossible  to carry out the business of the
               Company.

     6.03 Managing  Member;  CBL'S  Specific  Duties.  CBL shall be the Managing
Member  of the  Company.  CBL  shall  serve as the  Managing  Member  until  its
successor  shall have been duly  elected and shall have  qualified  or until its
termination,  dissolution,  resignation or removal for default  pursuant to this
Agreement.

     (a) Authority of CBL as the Managing  Member.  Subject to the terms of this
Agreement and,  specifically,  the duties and  responsibilities  of JG set forth
above  and the  matters  requiring  unanimous  Member  approval  as set forth in
Section 5.03 above, CBL, as the Managing Member,  shall in general supervise and
administer  all the  business  and affairs of the  operation of the Company as a
limited liability  company.  CBL shall be responsible for the maintenance of the


                                       28
<PAGE>

Company's  books and records and shall have  authority  to collect all rents and
other amounts due to the Company from third  parties.  CBL shall have  financial
oversight of the Company and shall deal  directly  with the  Accountants  in the
preparation of financial statements and tax returns for the Company,  consistent
with this Agreement.  CBL, as the Managing Member, shall preside at all meetings
of the Members. CBL, as the Managing Member,  shall, if necessary,  see that all
orders and  resolutions  of the  Members are carried  into  effect.  CBL, as the
Managing  Member,  shall sign and  deliver in the name of the Company any deeds,
leases,  mortgages,  bonds,  contracts or other  instruments  pertaining  to the
business  of the  Company,  except in cases in which the  authority  to sign and
deliver is required by law to be  exercised  by another  Person or is  expressly
delegated or governed by the Articles of Organization,  this Agreement or by the
Members;  and in general  shall  perform  all duties  incident  to the office of
Managing Member.

     (b)  Authority  of CBL as to the  Operation  of the  Company  and as to the
Operating Budget.  Subject to the provisions of this Section 6.03(b),  CBL shall
prepare or cause to be prepared an annual  Operating  Budget  setting  forth the
projected  expenditures,  costs and  revenues  for the phases of the Project for
which construction has been completed or will be completed and that are open and
operating or will be open and operating for the upcoming  Fiscal Year. Each such
annual Operating Budget must be unanimously  approved by the Members as required
in Section 5.03 above.  The initial annual Operating Budget shall be prepared by
CBL and  submitted to the Members on or before the date that is thirty (30) Days
prior to the end of the Construction Period for Phase One.

          (i)  Not later than December 1 of each Fiscal Year of the Company, CBL
               shall prepare and deliver a preliminary  annual  Operating Budget
               to the Members for the Company's next succeeding Fiscal Year. The
               Members  shall  have  thirty  (30)  Days in which to  review  and
               approve or disapprove each such annual Operating  Budget,  during
               which period the Members  shall meet,  if  necessary,  to discuss
               said proposed  Operating Budget and revisions  thereto and if the
               Members do not respond  with any  suggested  changes or revisions
               within  such 30-Day  period,  such shall be deemed an approval of
               the proposed annual  Operating  Budget as submitted by CBL by the
               Member  failing to  respond.  CBL shall  thereafter  revise  such
               annual  Operating  Budget as may be necessary in accordance  with
               the  agreements  reached by the Members and deliver same in final
               form to all Members not later than December 15 of each year. Each
               such  Operating  Budget  shall be subject to the prior  unanimous
               written  approval of the Members  pursuant to Section 5.03 above,
               which shall not be unreasonably  withheld or delayed, and when so
               approved shall  constitute  the  "Operating  Budget" for the next
               succeeding Fiscal Year, and (when so approved) is herein referred
               to as an "Operating  Budget".  If any proposed  annual  Operating
               Budget is not  approved or not deemed  approved by the Members as
               and when provided for herein,  the Operating Budget that has been
               most recently approved by the Members as required hereunder shall
               remain in effect,  and CBL shall operate the Project  pursuant to
               said most recently approved Operating Budget,  until a new annual
               Operating  Budget is approved in accordance  with the  provisions
               hereof;  provided,  however, that the following-described  annual
               costs contained in the most recently  approved  Operating  Budget
               that has been approved by the Members as required herein shall be
               increased  on  January  1 by the  actual  amount  of  any  annual
               increase  in said costs to the  Company  during the  then-current
               Fiscal Year, it being recognized that any increases in said costs
               are  generally  beyond the  control of the  Members  and that the
               goods and services  relative thereto are necessary for the proper
               functioning of the Project:

                    (A)  ad valorem taxes;

                                       29
<PAGE>

                    (B)  utility  expenses,  including but not limited to water,
                         sewer, electricity, natural gas and telephone;

                    (C)  property and casualty insurance premiums;

                    (D)  maintenance  costs  relative to (x) the  furnishing  of
                         HVAC service as required by leases for occupancy of the
                         Project and (y) landscaping;

                    (E)  debt service (interest and principal,  if any) due with
                         respect to mortgage  financing  encumbering the Project
                         that  has  been   incurred  in   accordance   with  the
                         provisions of this Agreement;

                    (F)  compensation, fees, costs and expenses of the Company's
                         Accountants, attorneys, architects, engineers and other
                         professionals; and

                           (G) postage.

          (ii) CBL shall be authorized to make those  expenditures  and to incur
               those  obligations  provided  for in the then  current  Operating
               Budget.  Except as set forth in Section  6.03(b)(iii)  below, CBL
               shall  not  exceed  the  expenditure  limits  set  forth  in said
               Operating Budget without the prior unanimous  written approval of
               the Members required under Section 5.03 above.

          (iii) CBL shall  endeavor to operate the Project  within the Operating
               Budget in effect from time to time,  as same may be revised  from
               time to time in accordance with the provisions of this Agreement.
               CBL's  authority  shall be limited to the authority to (A) expend
               up to the  respective  amounts for the  respective  purposes  set
               forth in the Operating Budget (as same may be increased  pursuant
               to and in accordance with the provisions of this Agreement),  and
               (B) operate the Project in accordance with the provisions of this
               Agreement and the parameters  set forth in the Operating  Budget.
               CBL shall secure the Members' prior unanimous  written  approval,
               as required under Section 5.03 above, for any  expenditures  that
               will result in cost overruns of the Operating Budget that exceed,
               individually  or in  the  aggregate,  five  percent  (5%)  of the
               aggregate  annual  budgeted  expense  amount  set  forth  in  the
               Operating Budget then in effect (any expenditure  resulting in an
               overrun in excess of the aforesaid  limits is herein  referred to
               as a "Material Operating  Deviation"),  and the Operating Budget,
               as revised,  shall become the  Operating  Budget for all purposes
               under this  Agreement  for the  remainder  of such  Fiscal  Year.
               During each Fiscal Year, CBL shall promptly inform the Members of
               any increases in costs and expenses that were not foreseen during
               the budget  preparation period and thus were not reflected in the
               Operating  Budget then in effect that could,  individually  or in
               the  aggregate,  be reasonably  expected to constitute a Material
               Operating Deviation.  In the event a Material Operating Deviation
               from any Operating  Budget becomes  necessary prior to the annual
               review of an Operating Budget as set forth in Section  6.03(b)(i)
               above,  CBL may  revise  said  Operating  Budget,  but only after
               receiving any unanimous  approval of the Members  required  under
               Section 5.03 above (for purposes of this clause (iii) and Section
               5.03 above, CBL shall be conclusively deemed to have approved any
               such Material Operating Deviation).

     (c)  Authority  of CBL as to the  Development  and  Construction  of Future
Phases.

                                       30
<PAGE>

          (i)  Development and Construction Responsibilities. From the effective
               date of this Agreement and subject to the terms of this Agreement
               and the  matters  requiring  unanimous  approval  as set forth in
               Section 5.03 above, CBL shall have primary responsibility for all
               development   and   construction   activities   relating  to  the
               development and  construction of Future Phases in accordance with
               such Future  Phase's Site Plan and Pro Forma,  including  but not
               limited to the procuring and/or amending all rights, entitlements
               and  appurtenances  necessary  or  desirable  to  develop  Future
               Phases,  planning,  procuring  traffic  and  roadway  studies and
               improvements,  securing governmental approvals,  performing soils
               and hazardous waste investigations,  and procuring  conservation,
               environmental and utility studies and approvals.

          (ii) Pro Formas for Future  Phases;  Development  Schedules for Future
               Phases.

               (A)  The Members agree that the Pro Forma(s) for the  development
                    and  construction  of Future  Phases shall be subject to the
                    unanimous  approval  of  the  Members.  The  "projected  net
                    project  cost"  category  in  a  pro  forma  represents  the
                    anticipated  hard and soft costs to construct the particular
                    phase of the  Project  and is  sometimes  referred to in the
                    industry as the capital expense budget.

               (B)  CBL shall  develop the Future  Phases  according to the Site
                    Plan  for  each  such   Future   Phase  and  shall  use  its
                    commercially   reasonable   efforts  to  do  so  within  the
                    projected  net  project  cost  parameters  set  forth in the
                    approved Pro Forma for each such Future Phase. CBL shall use
                    its commercially  reasonable efforts to meet the Development
                    Schedule  for each such Future  Phase.  Notwithstanding  the
                    foregoing but subject to the approval  rights of the Members
                    set  forth  in  Section  5.03  as  to  Material  Development
                    Deviations,  CBL shall  cause the  Company  to  expend,  the
                    amounts  required to complete the Future  Phases  subject to
                    and in accordance  with the provisions of this Agreement and
                    the  Pro  Formas  for  the  Future  Phases.  In the  event a
                    Material  Development  Deviation  from a Pro  Forma  becomes
                    necessary,  CBL may  revise  such Pro Forma  but only  after
                    securing the unanimous  approval of the Members  pursuant to
                    and in  accordance  with Section 5.03 above (for purposes of
                    this  clause  (B) and  Section  5.03  above,  CBL  shall  be
                    conclusively  deemed  to have  approved  any  such  Material
                    Development Deviation).

               (C)  During the  development of Future  Phases,  CBL shall review
                    the  Development  Schedules  to determine  whether  specific
                    items set forth therein can be accomplished  within the time
                    parameters  set forth therein and advise JG if it determines
                    that a modification  of a Development  Schedule is necessary
                    or  appropriate,   and  CBL  shall  review  the  Pro  Formas
                    periodically to determine  whether the phases of the Project
                    may be  developed  within the  projected  net  project  cost
                    parameters  set  forth  therein.  If CBL  determines  that a
                    Material Development  Deviation to a Pro Forma is necessary,
                    CBL shall  notify JG of the  necessary  revisions  and shall
                    request the unanimous approval of said revisions pursuant to
                    Section  5.03  above.  JG shall  approve or  disapprove  the
                    requested revisions,  by written notice given to CBL, within
                    twenty  (20) Days of the date  upon  which it  receives  the
                    requested  revisions  to a Pro Forma and, if JG  disapproves
                    the  requested  revision,  shall  include in such  notice an
                    explanation  of the reasons  therefor.  The failure of JG to
                    respond  within the 20-Day  period  shall be construed as an
                    approval of the  requested  revisions by JG. In the event JG
                    approves the  requested  revisions  or the  revisions do not
                    rise to the level of a Material Development  Deviation,  CBL
                    shall  revise the Pro Forma to make the  approved  revisions
                    and the Pro Forma,  as revised,  shall  become the Pro Forma
                    for all purposes  under this  Agreement with respect to such


                                       31
<PAGE>

                    phase.  For  purposes of this  clause (C) and  Section  5.03
                    above, CBL shall be conclusively deemed to have approved any
                    such Material Development Deviation.

     For purposes of this Agreement and except as may be specifically  set forth
above, a "Material  Development  Deviation" requiring the approvals set forth in
Section 5.03 above shall mean,  as relates to the Pro Forma for Phase One or the
Pro Forma for any Future Phase, any incurrence of expenditures or costs (whether
the subject of change orders or otherwise)  that will result in cost overruns of
such Pro Forma  that  exceed  individually  or in the  aggregate,  more than ten
percent  (10%) of the  aggregate  projected  construction  cost set forth on the
approved Pro Forma at issue.

     (d) Other Specific  Duties of CBL. In addition to the  authorities,  duties
and  responsibilities  of CBL as set forth  above,  CBL  shall,  subject  to the
provisions  of  the  Property  Management  Agreement,  be  responsible  for  and
authorized to carry out the following items:

          (i)  The  negotiation  and  entering  into  leases or other  occupancy
               agreements  and similar  transactions  with Anchors to be entered
               into after the date of this Agreement;

          (ii) Assisting  JG  in  the   conceptual   design,   development   and
               construction  of Phase One on the Real Estate in accordance  with
               the Phase One Site Plan,  the Phase One Pro Forma and  subject to
               the unanimous approval rights set forth in Section 5.03 above;

          (iii) Tenant   inducement/tenant   allowance  coordination  and  lease
               coordination;

          (iv) The  negotiation  and entering into of leases or other  occupancy
               agreements and similar  transactions  with small shop and big box
               tenants and other occupants;

          (v)  The negotiation and documentation of any governmental  financing,
               governmental  funding  or  entitlements  to provide  funding  for
               infrastructure or any other portion of the Project; and

          (vi) The   negotiation,   documentation   and   finalization  of,  and
               negotiation  and  documentation  of any amendment  (including any
               extension  or  delay  in  the  expiration  date)  to,  any of the
               following  or  other  similar   documents  or  instruments   from
               governmental  authorities:  Development Order for Gulf Coast Town
               Center dated November 1, 2000;  Resolution of the Board of County
               Commissioners of Lee County, Florida dated November 1, 2000; Gulf
               Coast Town Center DRI  Development  Agreement  dated  December 9,
               2003 and  recorded  in OR Book 04151,  Page 2738 on December  18,
               2003;  Grant of Perpetual  Public Utility  Easement dated June 4,
               2004; Rebateable Agreement with Lee County,  Florida; and License
               Agreement with Lee County, Florida Transit.

     (e)  Limitations  on Managing  Member's  Authority.  CBL,  as the  Managing
Member, shall not have the authority to take the following actions:

          (i)  Any action set forth in Section 5.03 above  unless the  requisite
               unanimous  approval of the  Members as set forth in Section  5.03
               has been  obtained  and any  action  otherwise  set forth in this
               Agreement  as requiring  the approval of all Members  unless such
               approval shall have been obtained;

                                       32
<PAGE>

          (ii) Any  action  directly  in  contravention  to the  terms  of  this
               Agreement, the Articles of Organization or the Act; and/or

          (iii) Any action,  except  those  specifically  authorized  hereunder,
               which would make it  impossible  to carry out the business of the
               Company.

     6.04 Other Member's  Participation  in Development and  Construction of the
Project.  As set forth  above,  JG and CBL have  certain  responsibilities  with
respect to the development and construction of certain phases of the Project (JG
being  responsible  for Phase One and CBL being  responsible for Future Phases).
The Members agree that the non-responsible Member or its Affiliates (i.e., as to
Phase  One - CBL  or  its  Affiliates,  and  as to  Future  Phases  - JG or  its
Affiliates) shall be entitled, at such non-responsible  Member's cost, to have a
representative  (the  "Representative")  on  site  at  the  Project  during  the
Construction Period for such phase of the Project.  Such Representative shall be
entitled to (i)  reasonable  access,  upon request,  to the Project and to JG or
CBL, as the case may be, personnel  involved in the construction of the Project,
(ii) request and receive information concerning the development and construction
of the particular  phase of the Project from either of JG or CBL as the case may
be; and (iii) attend construction progress meetings.

     6.05 Construction Contract. A Construction Contract for construction of any
phase of the Project must contain the following terms:

     (a) The cost of the  Construction  Contract must provide no more than a one
and three-quarters percent (1.75%) fee to the general contractor; and

     (b)  Major  subcontracts  must  be  competitively  bid  to at  least  three
qualified subcontractors.

     6.06 Removal and  Resignation.  The  Managing  Member may be removed by the
vote of the  Members  required  under  Section  5.03  above  whenever,  in their
judgment,  the best  interests of the Company would be served  thereby,  or upon
default of the  Managing  Member as provided in Section  20.01  below,  but such
removal shall be without prejudice to the contract rights, if any, of the Person
so removed.  Election of a Person as Managing Member does not, of itself, create
contract  rights.  Unless  otherwise  provided in an  employment  contract or an
agreement  with the  Company,  a Managing  Member  may resign at any time.  Such
resignation  shall be in writing  and shall take  effect  upon  delivery  to the
Company and to each Member,  unless a later  effective  date is specified in the
notice.  The acceptance of a resignation shall not be necessary in order to make
it effective, unless so specified therein. Such resignation shall not affect the
Managing  Member's status as a Member.  If CBL resigns or is removed as Managing
Member,  JG shall thereupon become the Managing Member and shall thereafter have
all of the rights and powers of the Managing Member,  including, but not limited
to, CBL's rights under  Section 6.03 above.  The Members agree that in the event
an Affiliate of CBL is no longer the Property  Manager and CBL or its Affiliates
are still Members of the Company at such time, then, regardless of any provision
herein to the contrary,  the  replacement  Property  Management  Agreement  must
contain a provision or provisions  (acceptable  to CBL) that  restricts  leasing
activities  and other  operations in a manner so as to ensure that the status of
CBL's  Affiliate  as a "Real  Estate  Investment  Trust"  under  the Code is not
jeopardized.



                                       33
<PAGE>

     6.07  Compensation.  JG shall be entitled to the fees as so designated  and
listed on Exhibit C and CBL shall be entitled to the fees as so  designated  and
listed on Exhibit C. No other fees or compensation  shall be paid to a Member or
its  Affiliates  except as may be set forth  herein or as may be approved by the
Members in accordance with Section 5.03 above.

                                   ARTICLE VII

                        CONFLICT OF INTEREST TRANSACTIONS

     A  transaction  with the Company in which a Member has a direct or indirect
interest is not voidable by the Company solely because of the Member's  interest
in the  transaction  if the material facts of the  transaction  and the Member's
interest  were  disclosed  or known  to the  Members  entitled  to vote and they
unanimously authorized, approved or ratified the transaction pursuant to Section
5.03 above. As set forth in Sections 3.04(a), 3.04(b) 3.04(c) and 3.04(d) above,
the Members  acknowledge  and waive any  potential  conflict of interest  that a
Member may have if such  Member or its  Affiliate  is called upon or required to
pay under any  Affiliate  Loan  Guarantee or other  guarantee.  The Members also
acknowledge  that a Member or its  Affiliate  that may loan funds to the Company
may be deemed to have a conflict of interest with respect to the Company and the
other Members.  The Members  acknowledge this potential conflict of interest and
hereby agree that it shall not be deemed a breach of any  fiduciary  duty that a
Member  may  have to  another  Member  or to the  Company  if the  Member  or an
Affiliate  of a Member who has loaned  funds to the Company as  permitted  under
this  Agreement  exercises  its rights and remedies as a lender  pursuant to any
such loan by a Member or its  Affiliate to the  Company,  and such Member or its
Affiliate shall have the right to exercise such rights and remedies, except that
in exercising  such rights and remedies such Member or its Affiliate  shall have
no right to take or cause the  Company to take any action  that would  create or
increase the personal  liability of any other Member beyond such other  Member's
personal liability,  if any, as set forth in the applicable loan documents.  The
provisions  of Section 5.03 above shall not apply to the exercise by such Member
or its Affiliate of such rights and remedies.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     8.01 Indemnification.  Each Member or other Person who was named, is named,
or is  threatened  to be a named a defendant or  respondent  to any  threatened,
pending,  or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative or investigative,  and whether formal or informal  (hereinafter a
"proceeding"), by reason of the fact that it, he or she, or a Person of whom it,
he or she is the legal representative or Affiliate, is or was a Member, officer,
employee  or agent of the  Company,  or is or was  serving at the request of the
Company as a director, officer, governor, manager, partner, trustee, employee or
agent  of  any  other  Person  or  employee   benefit  plan   (hereinafter,   an
"Indemnitee"),  whether  the basis of such  proceeding  is alleged  action in an
official capacity as a Member, director,  officer,  governor,  manager, partner,
trustee,  employee or agent, or in any other capacity while serving as a Member,
director, officer, governor, manager, partner, trustee, employee or agent, shall
be indemnified and held harmless by the Company to the fullest extent authorized
by the Act against any obligation to pay a judgment,  settlement,  penalty, fine
(including an excise tax assessed with respect to an employee benefit plan), and


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<PAGE>

reasonable expenses (including counsel fees) (hereinafter, "Losses") incurred by
the Indemnitee in connection therewith and such  indemnification  shall continue
as to a Person  who has  ceased to be a  Member,  director,  governor,  officer,
manager,  partner,  trustee, employee or agent and shall inure to the benefit of
its, his or her heirs,  executors and  administrators or successors and assigns.
Notwithstanding  the above  statements,  no  indemnity  shall be provided by the
Company to any Indemnitee for any acts of gross negligence or willful misconduct
of such  Person  nor for any  Losses  arising  out of acts or  omissions  of any
Indemnitee taking place, or events or circumstances occurring, prior to the date
of this Agreement.

     8.02 Expenses. The right to indemnification conferred in this Article shall
be a contract  right and shall include the right to be reimbursed by the Company
for the reasonable expenses incurred in defending any such proceeding in advance
of its final disposition;  provided,  however, that if the Act requires, payment
of such expenses  incurred by Indemnitee shall be made only upon (a) the receipt
of a written  affirmation  by the  Indemnitee  that the  Indemnitee  has met the
required standard of conduct; (b) the receipt of a written undertaking, executed
by or on behalf of the  Indemnitee,  to repay the  advance  if it is  ultimately
determined that it, he or she is not entitled to indemnification by the Company;
and (c) a  determination  is made that the facts then known to those  making the
determination would not preclude indemnification under this Article.

     8.03 Insurance.  As further  outlined in Article X below, the Company shall
maintain  insurance,  at its expense,  to protect  itself and any  Indemnitee(s)
against any Losses, whether or not the Company would have the power to indemnify
the Indemnitee against such Losses under the Act.

                                   ARTICLE IX

                LIMITATION OF LIABILITY OF MEMBERS; MEMBER LISTS

     9.01 Limitation on Liability.  Except as set forth in this Agreement,  each
Member's liability shall be limited as set forth in the Act.

     9.02 No  Liability  for  Company  Obligations.  Except as set forth in this
Agreement, no Member will have any personal liability for any debts or losses of
the Company.

     9.03 List of Members. Upon written request of any Member, the Company shall
provide a list  showing  the names,  addresses  and  Membership  Interest of all
Members and the other information required by the Act and maintained pursuant to
Section 14.02.


                                    ARTICLE X
                   LIABILITY, PROPERTY AND CASUALTY INSURANCE


     10.01  Insurance.  In addition to the insurance to be provided with respect
to matters set forth in Section  8.03 above,  the  Company  shall also  maintain
property and casualty  insurance to provide adequate and necessary  coverage for
(i) the  Project,  the Real  Estate and the assets of the  Company  and (ii) the
Members and their Affiliates with respect to their interests in the Project, the


                                       35
<PAGE>

Real Estate, the Company and the assets of the Company and liabilities resulting
therefrom.  All  insurance  contracts to be entered into by the Company shall be
negotiated by CBL, as Managing Member,  and shall be upon such terms of coverage
and with such insurance  carriers as CBL shall determine.  In CBL's  discretion,
all or any such  insurance  contracts  may be included as part of CBL's  overall
blanket  policy  or  program.  The  Members  agree  that the  Company  shall not
self-insure  except  for  deductibles  and  self-insured   retentions  that  are
equivalent  to or less  than  the  levels  of  deductibles  and/or  self-insured
retentions that are part of CBL's overall blanket policy or program.

                                   ARTICLE XI

                      CAPITAL CONTRIBUTIONS TO THE COMPANY


     11.01 Members' Required Capital Contributions.

     (a) Initial Capital  Contributions.  As of the date of this Agreement,  the
unreturned  Capital  Contributions of each Member are as set forth opposite such
Member's  name  on  Exhibit  B as such  Member's  Initial  Capital  Contribution
("Initial  Capital  Contributions").   Notwithstanding  any  provision  in  this
Agreement  to the  contrary,  neither  JG nor  its  Affiliates  shall  have  any
obligation under this Agreement to make any additional Capital  Contributions to
the Company beyond JG's Initial  Capital  Contribution,  which,  following CBL's
admission as a Member and following the  distributions  and  adjustments  to the
Capital Account of JG as referenced in Section 3.02 above, is zero. For purposes
of  this  Agreement,  any  Incoming  Equalizing  Contribution  made  by  the  JG
Substitute  Member  in  connection  with a JG Exit  Event  pursuant  to  Section
16.06(f)  shall,  from and after the date upon  which such  Incoming  Equalizing
Contribution  is  made,  be  treated  for all  purposes  as an  Initial  Capital
Contribution by the JG Substitute Member.

     (b) Mandatory Contributions. Subject to the provisions of this Agreement:

          (i)  Except  as  otherwise  provided  in this  clause  (i),  CBL shall
               contribute as additional Capital  Contributions (A) any necessary
               equity  funding  that is set  forth in an  approved  Pro Forma as
               equity contributions from Members/owners to fund the construction
               of the phases of the  Project,  including  but not limited to the
               amounts of such  funding as set forth in the Phase One Pro Forma;
               (B) any costs in  excess  of such  amounts  of  necessary  equity
               funding  from  Members/owners  that do not rise to the level of a
               Material  Development  Deviation;  and (C) any costs in excess of
               such equity  funding  necessary to complete  construction  of the
               phases of the Project  (construction  cost overruns) that rise to
               the level of Material  Development  Deviations  and for which the
               approvals  required  in  Section  5.03  have been  obtained  (for
               purposes of this clause (i) and Section 5.03 above,  CBL shall be
               conclusively  deemed to have approved any such costs with respect
               to Future Phases) (the funding  referenced in subparagraphs  (A),
               (B) and (C) hereof being  collectively  referred to herein as the
               "Construction  Funds").  Such contributions of Construction Funds
               shall  be in the  form  of  cash or  cash  equivalents  and  such
               contributions  shall be required  upon seven (7) Days notice from
               JG to CBL (as to  Phase  One) and  when  and as  needed  in CBL's
               reasonable  judgment  consistent  with the Pro  Forma(s)  and the
               Development  Schedule(s) (as to Future  Phases).  Notwithstanding
               the  foregoing,  from and after a JG Exit Event,  any  additional
               Capital  Contributions  of  Construction  Funds  that  CBL  would


                                       36
<PAGE>

               thereafter,  but for the  operation of this  sentence,  have been
               required  to  make  shall  instead  be  made  by CBL  and  the JG
               Substitute  Member  pro rata on the  basis  of  their  respective
               Capital Interests.

          (ii) Except as otherwise  required in this clause  (ii),  subject to a
               maximum    aggregate    amount   of   Thirty   Million    Dollars
               ($30,000,000.00)  (the  "Maximum  Required  Funding"),  CBL shall
               contribute as  additional  Capital  Contributions  any amounts in
               order  to  fund   Operating   Deficits  of  the   Company.   Such
               contributions  of funds to cover  Operating  Deficits shall be in
               the form of cash or cash equivalents and such contributions shall
               be  required  upon  seven (7) Days  notice  from JG to CBL (as to
               Phase  One) and when and as needed in CBL's  reasonable  judgment
               consistent with the Pro Forma(s), the Development Schedule(s) and
               the Operating  Budget(s) (as to Future Phases). In the event that
               from the date of this  Agreement  and forward  CBL makes  Capital
               Contributions  to fund Operating  Deficits in an aggregate amount
               equal to the Maximum Required Funding, thereafter, CBL shall have
               no  obligation  to  make  Capital   Contributions  for  Operating
               Deficits. Notwithstanding the foregoing, from and after a JG Exit
               Event,  any additional  Capital  Contributions  to fund Operating
               Deficits that CBL would thereafter, but for the operation of this
               sentence, have been required to make shall instead be made by CBL
               and the JG  Substitute  Member  pro  rata on the  basis  of their
               respective Capital Interests.

          (iii) The additional Capital Contributions of CBL described in clauses
               (i) and (ii) of this Section 11.01(b) are hereinafter referred to
               as  "CBL  Mandatory  Contributions".   If  CBL  defaults  in  its
               obligation  to make any CBL  Mandatory  Contribution  when and as
               required by this Section  11.01(b),  JG shall have the right, but
               not the  obligation,  in JG's sole and absolute  discretion,  and
               without  limiting JG's other rights and remedies under Article XX
               below, upon ten (10) days' prior written notice to CBL, to make a
               Capital  Contribution  to the  Company in an amount  equal to the
               amount of the CBL Mandatory  Contribution  that CBL has failed to
               make (such Capital  Contribution by JG, a "JG Substituted Default
               Contribution"),  if, by the end of such ten (10)-day period,  CBL
               has not contributed  the defaulted CBL Mandatory  Contribution to
               the Company.  If CBL does not approve under Section 5.03(iii) any
               modification  to the Phase One Pro  Forma  requested  by JG under
               Section  6.02(a)(ii)  with  respect  to  a  Material  Development
               Deviation,  JG shall have the right,  but not the obligation,  in
               JG's sole and  absolute  discretion,  upon ten (10)  days'  prior
               written  notice  to CBL,  to make a Capital  Contribution  to the
               Company  in an  amount  equal  to  the  amount  of  the  Material
               Development  Deviation  that CBL has not approved  (such  Capital
               Contribution by JG, a "JG  Substituted Pro Forma  Contribution"),
               if, by the end of such ten (10)-day period,  CBL has not approved
               such Material Development Deviation and contributed the amount of
               such Material Development Deviation to the Company.

          (iv) All additional Capital  Contributions  required to be made by CBL
               and/or the JG Substitute  Member hereunder and all JG Substituted
               Default  Contributions and JG Substituted Pro Forma Contributions
               that JG  elects  to make  hereunder  may be made in the form of a
               capital contribution to the Company or a loan to the Company. All
               additional  Capital  Contributions  required  to be  made  by CBL
               and/or the JG Substitute  Member under this Section 11.01 and all
               JG Substituted Default Contributions and JG Substituted Pro Forma
               Contributions,  if  any,  elected  to be made  by JG  under  this
               Section  11.01  are  collectively   referred  to  herein  as  the
               "Mandatory  Contributions".  Any loan may be made by an Affiliate
               of a  Member  but  only  if  such  Affiliate  is  a  wholly-owned


                                       37
<PAGE>

               subsidiary or  wholly-owned  entity of the Member.  Any Mandatory
               Contributions made in the form of a capital contribution shall be
               credited  to the  Capital  Account  of  the  Member  making  such
               Mandatory Contribution and shall be entitled to a return equal to
               the   Interest/Return,   but  shall  not  affect  or  modify  the
               respective Profits Interests of any of the Members. Any Mandatory
               Contributions  made in the  form of a loan  shall  be  unsecured,
               shall be evidenced by a  non-negotiable  promissory  note,  shall
               bear interest at a rate equal to the Interest/Return and shall be
               repaid from Distributable Cash or Capital Events Distributions as
               set forth below.

     11.02 Additional Non-Required Capital Contributions or Member Loans. Except
for the CBL Mandatory  Contributions,  and, from and after a JG Exit Event,  the
Mandatory  Contributions  of the JG Substitute  Member,  as set forth in Section
11.01, no Member shall be required to make any Capital Contributions or loans to
the Company.  To the extent requested by the Managing Member, from time to time,
one  (1)  or  more  Members  may  be  permitted  to  make   additional   Capital
Contributions  or loans if and to the extent they so desire.  In such event, the
Members shall have the  opportunity  (but not the  obligation) to participate in
such Capital Contributions or loans on a pro rata basis in accordance with their
Profit  Interests.  Any such  additional  contributions  of capital or loans are
referred  to herein as the  "Non-Required  Contributions".  If any Member  shall
decline to make such Non-Required Contributions, such declining Member shall not
be deemed to be in default under this Agreement,  and the other Members may make
such Non-Required  Contributions on behalf of the declining Members. If a Member
elects to make such Non-Required  Contributions,  however,  such Member shall be
entitled  to  either  loan  or  contribute  such  funds  to  the  Company.   Any
Non-Required  Contributions made in the form of a capital  contribution shall be
credited to the contributing Member's Capital Account and shall be entitled to a
return  equal to the  Interest/Return,  but  shall  not  affect  or  modify  the
respective   Profits   Interests  of  any  of  the  Members.   Any  Non-Required
Contributions made in the form of a loan shall be unsecured,  shall be evidenced
by a non-negotiable  promissory note, shall bear interest at a rate equal to the
Interest/Return  and shall be repaid from  Distributable  Cash or Capital Events
Distributions as set forth below.

     11.03 No  Third-party  Rights.  This  Agreement  is not  intended to create
and/or  confer,  and shall not be construed to create and/or  confer  (directly,
indirectly,  contingent or otherwise), any rights or benefits (including but not
limited to any right to require  any  additional  contributions  or loans to the
Company by the Members,  and/or any so-called third-party beneficiary rights) on
any Person who is not a Member or Affiliate of a Member.

     11.04  Member   Construction  Loans  not  Capital   Contributions.   Member
Constructions  Loans and accrued and unpaid interest thereon shall not be deemed
to  be  either  Initial  Capital  Contributions,   Mandatory  Contributions,  or
Non-Required Contributions.

     11.05 No Further Assessments on Membership  Interests.  Except as set forth
in this  Agreement,  the Members are not subject to any further  assessments  of
their Membership Interests.  All Membership Interests of the Members, when first
issued and paid for as described herein,  shall be fully paid and nonassessable,
subject to the provisions of this Article XI.

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<PAGE>


                                   ARTICLE XII

                            DISTRIBUTIONS TO MEMBERS

     12.01  Distributions  of Distributable  Cash.  Subject to the provisions of
Article XI above, all  distributions of Distributable  Cash shall be made to the
Members  on a  periodic  basis but not less  frequently  than  quarterly  in the
following amounts and in the following order of priority:

          (i)  To the Members, as an advance on distributions, if any, described
               in clauses (ii) through (viii) of this Section, until each Member
               has received an amount of Distributable Cash that is equal to (A)
               forty  percent  (40%) of the amount of net taxable  income (other
               than long term  capital  gains)  allocated to such Member for the
               previous taxable year of the Company and (B) twenty percent (20%)
               of any long term capital  gains  allocated to such Member for the
               previous  taxable year of the Company (such  distribution  to the
               Members for a given period being collectively  referred to herein
               as the "Tax Distribution"). For purposes of this Agreement, there
               shall be no Tax  Distribution for the Company's 2005 taxable year
               and Tax  Distribution  shall  commence  with the  Company's  2006
               taxable year and the first of such Tax Distributions  shall equal
               forty percent (40%) of the amount of net taxable income allocated
               to such  for the  Company's  2005  taxable  year but only for the
               period  from  the  date  of  this  Agreement  to  the  end of the
               Company's 2005 taxable year and allocations of net taxable income
               of the Company  that relate to the period from January 1, 2005 to
               the date of this Agreement shall be disregarded hereunder;

          (ii) The balance,  if any, to the respective Members, in proportion to
               each   Member's   pro  rata  share  of  the  accrued  and  unpaid
               Interest/Returns   on   the   aggregate    unreturned   Mandatory
               Contributions of all of the Members, to the extent of any accrued
               and unpaid Interest/Return on unreturned Mandatory Contributions;

          (iii) The balance, if any, to the respective Members, in proportion to
               each  Member's  pro  rata  share  of  the  aggregate   unreturned
               Mandatory  Contributions of all of the Members,  to the extent of
               any unreturned Mandatory Contributions;

          (iv) The balance,  if any, to the respective Members, in proportion to
               each   Member's   pro  rata  share  of  the  accrued  and  unpaid
               Interest/Returns   on  the  aggregate   unreturned   Non-Required
               Contributions of all of the Members, to the extent of any accrued
               and   unpaid    Interest/Return   on   unreturned    Non-Required
               Contributions;

          (v)  The balance,  if any, to the respective Members, in proportion to
               each  Member's  pro  rata  share  of  the  aggregate   unreturned
               Non-Required  Contributions of all of the Members,  to the extent
               of any unreturned Non-Required Contributions;

          (vi) The balance,  if any, to the respective Members, in proportion to
               each   Member's   pro  rata  share  of  the  accrued  and  unpaid
               Interest/Returns  on the  aggregate  unreturned  Initial  Capital
               Contributions of all of the Members, to the extent of any accrued
               and  unpaid   Interest/Return   on  unreturned   Initial  Capital
               Contributions;

                                       39
<PAGE>

          (vii) The balance, if any, to the respective Members, in proportion to
               each Member's pro rata share of the aggregate  unreturned Initial
               Capital Contributions of all of the Members, to the extent of any
               unreturned Initial Capital Contributions; and

          (viii) The  balance,  if any, to the  Members,  as  follows:  JG fifty
               percent (50%) CBL fifty percent (50%)

     12.02 Capital Events Distributions. Subject to the provisions of Article XI
above, all Capital Events Distributions shall be made to the Members in the same
manner as set forth in Section 12.01 above.

     12.03 Distribution of Incoming  Equalizing  Contribution to CBL. The entire
amount of any  Incoming  Equalizing  Distribution  shall be  distributed  by the
Company to CBL and shall be applied to reduce (as to CBL only) the unpaid and/or
unreturned  amounts  described in clauses (ii) through (vii) of Section 12.01 in
reverse order.

     12.04  Limitation Upon  Distributions.  No  distributions  shall be made to
Members if prohibited by the Act.

                                  ARTICLE XIII

                    ALLOCATIONS OF NET PROFITS AND NET LOSSES

     13.01 Net Profits.  Subject to Section  13.03 below,  Net Profits  shall be
allocated  for each Fiscal Year to the Members as follows,  except as  otherwise
required by the relevant  provisions  of the Code  including  but not limited to
Subchapter K and the Treasury Regulations applicable thereto:

          (i)  First,  to each  Member  in an amount  of the  "unrecovered"  Net
               Losses  allocated  to such  Member  under  Section  13.02(i)  and
               Section  13.02(ii)  below, pro rata in reverse order according to
               the  amount  of such  "unrecovered"  Net  Losses as  between  the
               Members;

          (ii) The balance,  if any, to the respective Members, in proportion to
               each   Member's   pro  rata  share  of  the  accrued  and  unpaid
               Interest/Returns   on   the   aggregate    unreturned   Mandatory
               Contributions of all of the Members, to the extent of any accrued
               and unpaid Interest/Return on unreturned Mandatory Contributions;

          (iii) The balance, if any, to the respective Members, in proportion to
               each   Member's   pro  rata  share  of  the  accrued  and  unpaid
               Interest/Returns   on  the  aggregate   unreturned   Non-Required
               Contributions of all of the Members, to the extent of any accrued
               and   unpaid    Interest/Return   on   unreturned    Non-Required
               Contributions;

          (iv) The balance,  if any, to the respective Members, in proportion to
               each   Member's   pro  rata  share  of  the  accrued  and  unpaid
               Interest/Returns  on the  aggregate  unreturned  Initial  Capital
               Contributions of all of the Members, to the extent of any accrued
               and  unpaid   Interest/Return   on  unreturned   Initial  Capital
               Contributions; and

                                       40
<PAGE>

          (v)  The balance, if any, to the Members, as follows:

                  JG                fifty percent (50%)
                  CBL               fifty percent (50%)

     For purposes  hereof,  the term  "unrecovered"  Net Losses means Net Losses
allocated to a Member for a Fiscal Year of the Company for which such Member has
not received a corresponding Net Profits allocation in a subsequent Fiscal Year.
Once such allocation of Net Profits is made to a Member equivalent to all or any
portion of previously  allocated Net Losses, such amounts of Net Losses shall no
longer be deemed "unrecovered".

     13.02 Net  Losses.  Subject to Section  13.03  below,  Net Losses  shall be
allocated  for each Fiscal Year to the Members as follows,  except as  otherwise
required by the relevant  provisions  of the Code  including  but not limited to
Subchapter K and the Treasury Regulations applicable thereto:

          (i)  First,  to each Member until the aggregate  Net Losses  allocated
               pursuant to this Section 13.02(i) for the current Fiscal Year and
               all previous Fiscal Years is equal to the aggregate amount of Net
               Profits allocated  pursuant to Sections  13.01(ii)-(v) in reverse
               order;

          (ii) Second,  to each Member until the aggregate Net Losses  allocated
               pursuant to this Section  13.02(ii)  for the current  Fiscal Year
               and all  previous  Fiscal  Years is equal  to the  amount  of the
               unreturned Mandatory Contributions,  Non-Required  Contributions,
               and  Initial  Capital  Contributions  credited  to each  Member's
               Capital  Account  in  the  same  proportion  that  each  Member's
               respective  contribution  bears  to the  total  of  all  Member's
               contributions to each category of Capital Contribution in reverse
               order; and

          (iii) The balance, if any, to the Members, as follows:

                  JG                fifty percent (50%)
                  CBL               fifty percent (50%)

     13.03 2005 Fiscal Year. For the Company's 2005 Fiscal Year, Net Profits and
Net Losses from and including  January 1, 2005 to and including the date of this
Agreement  shall be allocated one hundred  percent (100%) to JG, and Net Profits
and Net Losses after the date of this Agreement  through and including  December
31,  2005  shall  be  allocated  as set  forth  in  Sections  13.01  and  13.02,
respectively.

                                   ARTICLE XIV

                                BOOKS AND RECORDS

     14.01  Accounting  Period.  The  Company's  accounting  period shall be the
Fiscal Year.

     14.02 Records and Reports. The Company shall keep at its principal place of
business and at the Project the following records:

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<PAGE>

     (a) A current list of the full name and last-known address of each Member;

     (b) A current list of the full name and last-known address of each assignee
of any Member's  rights to  Distributable  Cash or other property of the Company
and a description of the rights assigned;

     (c) A copy of the Articles of Organization;

     (d)  Copies of this  Agreement  and any  agreements  concerning  classes or
series of Membership Interests;

     (e) Copy of the Company's  federal,  state and local income tax returns and
reports, if any, for the three (3) most recent Fiscal Years;

     (f) Copies of the Company's financial  statements for all Fiscal Years from
the Company's inception, which statements must include a balance sheet as of the
end of such year and an income  statement for such year, and accounting  records
of the Company;

     (g) Records of all proceedings of Members, if any;

     (h) Any written consents obtained from Members under the Act;

     (i) A statement of all contributions  accepted by and all Member loans made
to the  Company,  the identity of the  contribution  and the agreed value of the
contribution and the amount of all such Member loans; and

     (j) A copy  of all  contribution  agreements  and  loan  agreements  and/or
promissory notes or similar instruments  executed by the Company in favor of any
Member.

     14.03  Inspection  of Records by Members.  A Member shall have the right to
inspect and copy,  during  regular  business  hours at the  Company's  principal
executive  office,  the books and records  described  in Section  14.02 upon the
Member giving the Company  written  notice not less than five (5) Days' prior to
the date the Member wishes to inspect and copy.

     14.04 Tax Returns.  CBL, as Managing Member, shall cause the Accountants to
prepare  and timely  file all tax  returns  required  to be filed by the Company
pursuant to the Code and all other tax returns deemed  necessary and required in
each  jurisdiction  in which the  Company  does  business.  Prior to filing such
returns,  CBL shall  provide  drafts of such returns,  or pertinent  information
therefrom,  to the Members on or prior to March 1 of each Fiscal Year for review
by such Members. The Members shall provide comments to the Company on such draft
returns within seven (7) Days after receiving them. CBL shall use its reasonable
good faith  efforts to cause a delivery  of K-1 forms to the Members by March 15
of each Fiscal Year.  CBL shall provide each Member with CBL's  reasonable  good
faith estimate of the projected  taxable income and projected debt allocation to
each Member for the next Fiscal Year by December 1 of each Fiscal Year.

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<PAGE>

     14.05 Financial  Statements.  CBL, as Managing Member, shall deliver to the
Members  copies of unaudited  internal  annual  financial  statements as soon as
available  and in any event  within  thirty  (30)  Days  after the close of each
Fiscal Year of the Company and copies of audited annual financial  statements as
soon as available  and in any event  within  ninety (90) Days after the close of
the Fiscal Year of the Company, including in each case a balance sheet as of the
end of such  Fiscal  Year and the  related  statement  of income for such Fiscal
Year,  in each  case  setting  forth in  comparative  form the  figures  for the
preceding Fiscal Year and each prepared according to GAAP.


                                   ARTICLE XV

                       TERMINATION OF MEMBERSHIP INTEREST

     15.01  Termination  of Interest.  A Member's  continued  membership  in the
Company  shall  terminate  upon the: (a)  acquisition  of the Member's  complete
Membership  Interest  by  the  Company;   (b)  bankruptcy  of  the  Member;  (c)
dissolution  of the  Member;  (d) a  merger  in  which  the  Company  is not the
surviving organization;  (d) an attempt by the Member to withdraw or retire from
being a Member in violation of Section 15.02 below; or (e) the occurrence of any
other  event  under the Act or  applicable  law that  terminates  the  continued
membership of the Member in the Company.

     15.02 Withdrawal. Notwithstanding the foregoing, a Member does not have the
right under this Agreement to withdraw or retire from being a Member,  to assign
all or any portion of the  Member's  Membership  Interest  except as provided in
Article XVI hereof, to voluntarily become bankrupt,  to voluntarily dissolve, or
to otherwise voluntarily terminate the Member's Membership Interest.

     15.03 Effect of Termination of Membership.  If for any reason the continued
membership of a Member is terminated,  then, if such termination causes an Event
of  Dissolution,  but the  business of the Company is  continued  as provided in
Section 17.02 of this Agreement, unless otherwise approved by the Members (other
than the Member whose  membership  has been  terminated)  by a Majority  Vote, a
Member whose status as a Member is terminated, regardless of whether or not such
termination was a result of a voluntary act by such Member,  shall have only the
right  to  receive   distributions  of  Distributable  Cash  or  Capital  Events
Distributions  attributable  to periods ending or events  occurring prior to the
date of such Member's  termination of membership and shall  thereafter no longer
be or be deemed to be a Member.


                                   ARTICLE XVI

        TRANSFERS OF MEMBERSHIP INTERESTS AND RESTRICTIONS ON TRANSFERS;
               IMPASSE PROVISIONS; PLEDGE OF MEMBERSHIP INTERESTS;
                                 SALE OF PROJECT

     16.01 Definition of "Assignment".  For purposes of this Article,  the words
"assign" or  "assignment"  when used in the context of the  assignment of all or


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<PAGE>

any  portion of a Member's  Membership  Interest,  shall  mean and  include  any
transfer, alienation, sale, assignment, pledge, grant of security interest, lien
or encumbrance,  or other  disposition,  whether  voluntarily or by operation of
law.

                  16.02 Restriction on Assignment. Except as expressly permitted
in this Article XVI, no Member shall assign all or any part of its Membership
Interest in the Company. Any attempted assignment of all or any portion of a
Membership Interest other than as permitted in this Article XVI shall be null
and void and shall have no effect whatsoever.

     16.03 Exempt  Assignments.  (a) Subject to the provisions of Sections 16.06
and 16.07 which shall be applicable to all assignments of Membership  Interests,
the  prohibition on assignments set forth in Section 16.02 above shall not apply
to an assignment of all or any part of a Membership Interest of any Member:

          (i)  to any of the other  Members  or a  wholly-owned  Affiliate  of a
               Member;

          (ii) to family partnerships,  family trusts,  family limited liability
               companies  or similar  family  entities so long as such Member or
               its principals continue to Control such Membership  Interests and
               either the proposed  transferee has sufficient net worth to cover
               any  funding  obligations  of  the  transferring  Member  or  the
               transferring  Member  agrees to and does  guarantee  the  funding
               obligations of the proposed transferee;

          (iii) With  respect  to JG,  to (A) any  entity  in which  Richard  E.
               Jacobs,   JG,  REJ  Realty,   Jacobs  Realty  Investors   Limited
               Partnership,  or  any of  them,  in the  aggregate,  directly  or
               indirectly  control or own not less than fifty-one  percent (51%)
               of the  capital,  income and loss and voting  interests or is the
               sole general partner, sole managing member or sole manager of the
               transferee;  or (B) to a trust  Controlled by the transferor or a
               trust  benefiting  any one or more Persons who bear the following
               family  relationship to Richard E. Jacobs:  (1) children (natural
               and  adopted)  and their  natural  and adopted  descendants;  (2)
               stepchildren  and their  natural  and  adopted  descendants;  (3)
               siblings  and their  natural  and adopted  descendants;  or (4) a
               spouse of any Person described in subclause (1), (2) or (3).

          (iv) With respect to JG, to a trust or trust(s) the  beneficiaries  of
               which shall meet one or more of the following  criteria:  (A) any
               Person who transferred his Membership  Interest in the Company to
               the trust;  or (B) any one or more Persons who bear the following
               family  relationship  to any Person referred to in subclause (A):
               (1)  parents  and their  ancestors;  (2)  children  (natural  and
               adopted)  and  their   natural  and  adopted   descendants;   (3)
               stepchildren  and their  natural  and  adopted  descendants.  (4)
               siblings  and their  natural  and adopted  descendants;  or (5) a
               spouse  of any  Person  described  in  subclause  (A),  (B)(2) or
               (B)(3).

          (v)  where such  assignments  are part of a merger,  consolidation  or
               sale of all or  substantially  all of the  assets or stock of CBL
               and its Affiliates;

          (vi) where  such  assignments  are  pursuant  to the  admission  of an
               additional  member(s)  to the  Company  in  accordance  with this
               Agreement; and/or

          (vii) where such  assignments  are pursuant to transfers  set forth in
               Sections 16.04, 16.05, Article XVII and/or Section 20.03 below.



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<PAGE>

         In the event of any assignment permitted hereunder, the transferring
Member shall provide written notice of such assignment to all of the Members
and, if necessary, the Company's lender and take commercially reasonable steps
so as to minimize, if practical, the possibility of termination under Section
708 of the Code.

     (b) For purposes of clause (iv) above:

          (i)  any Person having a right to revoke the trust in whole or in part
               shall be regarded as the  beneficiary of the portion of the trust
               such Person has the right to revoke;

          (ii) to the extent  that more than one  trustee is acting for a single
               trust,  such  trustees  shall  deliver to the  Managing  Member a
               written designation of one of them as their representative to the
               Company;

          (iii) if, in case of clause (ii),  the trustees fail to so designate a
               representative, their representative shall be such one of them as
               the  Managing  Member  shall  designate  by  written  designation
               delivered to all of them from time to time;

          (iv) all acts  permitted to be taken by and all  communications  to be
               given to the owner of a Membership  Interest in the Company shall
               be taken by or given to such  representative  with respect to the
               Membership  Interest in the  Company  owned by the trust of which
               such representative is a trustee; and

          (v)  any action taken by such a  representative  shall be deemed to be
               the  act of and  shall  be  binding  upon  each  trust  owning  a
               Membership  Interest in the Company for which such representative
               is trustee or is designated to act.

     (c) The  restrictions  on  assignments  set forth in this Article XVI shall
apply to  transfers  of  equity  interests  in a Member,  provided  that (i) the
restrictions on assignments set forth in this Article XVI shall not apply to any
assignment of not more than fifteen percent (15%) of the equity  interests in JG
to a third  party or third  parties as long as Richard E.  Jacobs  continues  to
Control JG during his lifetime;  (ii) the  restrictions on assignments set forth
in this  Article  XVI  shall not apply to the sale or  issuance  of  partnership
interests  of CBL Parent or to any merger,  consolidation  or sale of all of the
assets or  partnership  interests of CBL Parent or CBL & Associates  Properties,
Inc.; and/or (iii) the restrictions on assignments set forth in this Article XVI
shall not apply to the sale or issuance of stock of CBL & Associates Properties,
Inc. The parties  hereto agree that neither party may transfer or issue or allow
the transfer or issuance of equity interests of such Member in such manner as to
violate the purposes of the transfer  restrictions  under this Article XVI. Upon
the assignment of a Membership Interest of any Member to such Member's successor
in an assignment  permitted  under this Article XVI, and the  assumption by such
successor  of the  assigning  Member's  obligations  under this  Agreement  with
respect to the  Membership  Interest so assigned,  and the delivery to the other
Members  of  a  true  and  complete  copy  of  the   assignment  and  assumption
agreement(s),  such successor  shall,  upon such assignment and  assumption,  be
considered a Member and may exercise all of such Member's rights.

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<PAGE>

     16.04 Mandatory Buy/Sell on Impasse.

     (a) Impasse.  Any dispute or  disagreement  arising  between the Members in
connection  with any  decision  set forth in this  Agreement  that  requires the
unanimous  approval of the Members under  Section 5.03,  which is not settled to
the mutual  satisfaction  of CBL and JG, shall  constitute an "Impasse",  except
that no dispute  or  disagreement  arising  between  CBL and JG with  respect to
matters  referred to in Section 5.03(i) shall be an Impasse for purposes of this
Section  16.04  before  January 1, 2013.  Either  Member  (the  "Impasse  Notice
Sender") may notify the other Member (the "Impasse  Notice  Recipient")  that an
Impasse  exists (the  "Initial  Impasse  Notice")  and that,  unless the Impasse
Notice Recipient shall provide its approval of the item in question, the Impasse
Notice  Sender may invoke the  provisions  of this  Section  16.04.  The Impasse
Notice  Recipient  shall have (i) thirty  (30) Days in the event of all  matters
other than an Impasse with respect to matters  described in clauses (ii), (iii),
(vii) or (viii) of Section 5.03 above (each, an "Expedited  Impasse Event"),  as
set forth in subclause (ii) of this sentence;  or (ii) ten (10) Days in the case
of an Expedited  Impasse  Event,  within which to either (x) note its continuing
disapproval of the item in question,  or (y) provide its consent to, approval of
or agreement  with the position of Impasse  Notice  Sender as to the decision or
matter creating the Impasse.  In the event the Impasse Notice Recipient does not
respond to the  Initial  Impasse  Notice  within  such  30-Day  period or 10-Day
period, as the case may be, the Impasse Notice Recipient shall be deemed to have
consented  to or approved  of the  decision  or matter  creating  the Impasse in
accord with the Impasse Notice Sender.  If the Impasse  Notice  Recipient  shall
respond  within such 30-Day or 10-Day  period,  as the case may be, by notifying
the Impasse  Notice  Sender  that the  Impasse  Notice  Recipient  continues  to
disapprove of the item in question,  then either  Member may thereupon  give the
other Member an Impasse Offer Notice as referenced  below. If a Member gives the
Initial Impasse Notice as provided in this Section 16.04, the other Member shall
no longer have any right to give an Initial  Impasse  Notice with respect to the
same Impasse.

     (b)  Put/Call  on  Impasse.  In the event  that an  Impasse  occurs and the
Initial  Impasse  Notice has been sent to the Impasse  Notice  Recipient and the
Impasse Notice Recipient has responded within the applicable time parameters set
forth above with a response setting forth its continued  disapproval of the item
in  question,  then either  Member (the  "Impasse  Initiator")  may give written
notice  (the  "Impasse   Offer  Notice")  to  the  other  Member  (the  "Impasse
Respondent"),  setting forth the Impasse Initiator's estimation of the aggregate
asset value of the Project (net of any  outstanding  Constructions  Loans and/or
Permanent  Financing/Refinancing)  (the "Impasse Project Value") and stating the
Impasse  Initiator's  intent to buy all,  but not less than all,  of the Impasse
Respondent's and its Affiliates',  if any,  Membership  Interest,  whereupon the
provisions set forth in this Section  16.04(b) and Section 16.04(c) shall apply.
Notwithstanding the foregoing,  if both CBL and JG, or Affiliates of each of CBL
and JG,  are also  members or other  equity  holders  in any other  Entity  that
directly or indirectly  owns or leases any real property that is contiguous with
the Project, no Impasse Offer Notice shall be effective unless a contemporaneous
notice is given under any comparable provision of any operating,  partnership or
similar  agreement  with  respect to such real  property  between CBL and JG, or
their respective Affiliates, as the case may be.

          (i)  Purchase Price. The Impasse Project Value shall provide the basis
               for  determining  the cash  purchase  price at which the  Impasse
               Initiator  would be willing to purchase the Membership  Interests


                                       46
<PAGE>

               of the  Impasse  Respondent  and  its  Affiliates  (the  "Impasse
               Initiator  Offer Price") and the cash purchase price at which the
               Impasse Respondent may elect to acquire the Membership  Interests
               of  the  Impasse  Initiator  and  its  Affiliates  (the  "Impasse
               Respondent Purchase Price") as follows:

         (A) The Impasse Initiator Offer Price shall be an amount equal to the
amount that would be distributed to the Impasse Respondent upon a Capital Events
Distribution in an amount equal to the Impasse Project Value.

         (B) The Impasse Respondent Purchase Price shall be an amount equal to
the amount that would be distributed to the Impasse Initiator upon a Capital
Events Distribution in an amount equal to the Impasse Project Value.

          (ii) Exercise of Impasse  Put/Call.  Upon receipt of the Impasse Offer
               Notice, the Impasse Respondent and its Affiliates,  if any, shall
               then be obligated either:

               (X)  To  sell  to the  Impasse  Initiator  for  cash  the  entire
                    Membership  Interest  of  the  Impasse  Respondent  and  its
                    Affiliates, if any, in the Company for the Impasse Initiator
                    Offer Price,  as described  above and subject to adjustments
                    as provided in Section 16.04(c) below;

               (Y)  To purchase  the entire  Membership  Interest of the Impasse
                    Initiator and its Affiliates, if any, in the Company for the
                    Impasse  Respondent  Purchase  Price, as described above and
                    subject to  adjustments  as  provided  in  Section  16.04(c)
                    below; or

               (Z)  To consent to,  approve of or agree with the position of the
                    Impasse  Initiator as to the decision or matter creating the
                    Impasse.

          (iii) The Impasse Respondent shall notify the Impasse Initiator of its
               election within (x) thirty (30) Days after the date of receipt of
               the  Impasse  Offer  Notice as to any  Impasse  that  occurs with
               respect to any matter other than  financing  matters as set forth
               directly below, or (y) ten (10) Days after the date of receipt of
               the Impasse  Offer Notice as to any Impasse that occurs  relating
               to an Expedited Impasse Event. Failure of a Impasse Respondent to
               give the Impasse  Initiator  notice that such Impasse  Respondent
               has elected to proceed under Section  16.04(b)(ii)(Y)  or Section
               16.04(b)(ii)(Z)  above  shall  be  conclusively  deemed  to be an
               election under Section 16.04(b)(ii)(X) (i.e., to sell).

          (iv) If the Impasse  Respondent  timely notifies the Impasse Initiator
               that such Impasse Respondent has elected to proceed under Section
               16.04(b)(ii)(Z),  the  Impasse  shall  be  deemed  resolved,  and
               neither  Member  shall be required  or  entitled to purchase  the
               other  Member's  Membership  Interest or sell its own  Membership
               Interest  pursuant  to this  Section  16.04  with  respect to the
               resolved Impasse.  If the Impasse  Respondent timely notifies the
               Impasse  Initiator  that such Impasse  Respondent  has elected to
               proceed under Section 16.04(b)(ii)(X) or Section 16.04(b)(ii)(Y),
               or if the Impasse Respondent is deemed to have elected to proceed
               under Section  16.04(b)(ii)(X),  then the Impasse Initiator shall
               have a further  fifteen (15) Days after receipt of such notice or
               the effective date of such deemed  election to notify the Impasse
               Respondent that the Impasse Initiator consents to, approves of or
               agrees  with the  position of the  Impasse  Respondent  as to the
               decision or matter creating the Impasse. If the Impasse Initiator
               timely so notifies the Impasse  Respondent,  the Impasse shall be
               deemed resolved, and neither Member shall be required or entitled
               to purchase the other  Member's  Membership  Interest or sell its
               own  Membership  Interest  pursuant  to this  Section  16.04 with


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<PAGE>

               respect to the resolved  Impasse.  If the Impasse  Initiator does
               not timely so notify the Impasse  Respondent,  the parties  shall
               proceed pursuant to the foregoing  election or deemed election of
               the Impasse Respondent.

     (c) Closings.

          (i)  Location  and  Time  Periods.  The  closing  of  any  sale  of  a
               Membership Interest in the Company pursuant to this Section 16.04
               shall be held at the  principal  offices of the  Company,  unless
               otherwise mutually agreed, on a mutually acceptable date not more
               than  ninety  (90) Days  after  (A) the  receipt  by the  Impasse
               Initiator  of the  written  notice  of  election  by the  Impasse
               Respondent,  or (B) after the expiration of the time within which
               the  Impasse  Respondent  must so elect,  as  provided in Section
               16.04(b)(iii).

          (ii) Closing  Adjustments.  At the closing, any closing adjustments as
               set forth in the Impasse  Offer Notice (and if not so  designated
               in the Impasse Offer Notice then those adjustments which are then
               usual and customary in Lee County, Florida) shall be made between
               the  purchasing  party  and the  selling  party as of the date of
               closing.  Any Member  transferring its Membership  Interest shall
               transfer  such  Membership  Interest free and clear of any liens,
               encumbrances  or any  interests  of any  third  party  and  shall
               execute or cause to be executed any and all documents required to
               fully transfer such Membership  Interest to the acquiring  Member
               including,  but  not  limited  to,  any  documents  necessary  to
               evidence such transfer, and all documents required to release the
               interest  of any other  party who may claim an  interest  in such
               Member's Membership Interest.  Any monetary default or obligation
               of the selling Member must be cured out of the proceeds from such
               sale at the closing.  Following the date of closing,  the selling
               Member  shall  have no  further  rights to any  distributions  of
               Distributable Cash or Capital Event  Distributions,  and all such
               rights shall vest in the selling Member's transferee.

     16.05 Right of First Refusal; Buy/Sell.

     (a) Right of First Refusal.  No transfer of any Membership  Interests shall
be permitted under this Section 16.05(a) before January 1, 2013. If, at any time
after  December  31,  2012,  a Member shall desire to transfer all (and not less
than all) of its  Membership  Interest  (which  shall  include  its  Affiliates'
Membership  Interest,  if any) to any Person and such  transfer is not an exempt
assignment  pursuant to Section 16.03 above nor a transfer  otherwise  permitted
under this  Article  XVI,  then,  in such event and subject to the rights of the
Non-Transferring  Members set forth in this Section  16.05(a),  said Member (the
"Transferring Member", which term shall include said Member's Affiliates holding
a Membership  Interest) may transfer its Membership Interest to such third party
(the "Third-Party  Purchaser") only after compliance with the procedures of this
Section 16.05(a).  The Transferring  Member shall give written notice (the "RoFR
Notice") to the other Members (the "Non-Transferring  Members") of its intent to
transfer  its  Membership  Interest  and the  Third-Party  Purchaser  to whom it
desires  or  intends  to  transfer  same,  the terms of such  proposed  purchase
including the price to be paid, method of payment and any contingencies or other
material  provisions of such proposed  purchase,  and the time parameters within
which said transfer is to take place. Notwithstanding the foregoing, if both CBL
and JG, or  Affiliates  of each of CBL and JG, are also  members or other equity
holders in any other Entity that directly or indirectly  owns or leases any real
property that is contiguous with the Project,  no RoFR Notice shall be effective
unless a contemporaneous  notice is given under any comparable  provision of any
operating,  partnership or similar  agreement with respect to such real property
between  CBL and JG, or their  respective  Affiliates,  as the case may be.  The


                                       48
<PAGE>

Non-Transferring  Members  shall  have  sixty  (60)  Days from the date of their
receipt of the RoFR Notice (the "RoFR  Period") to elect to purchase all and not
less than all of the  Transferring  Member's  Membership  Interest for the price
upon  which said  Third-Party  Purchaser  is willing to pay for said  Membership
Interest. In the event the Non-Transferring Members either elect not to purchase
the Transferring  Member's Membership Interest or do not notify the Transferring
Member in writing of their  decision by the end of the RoFR  Period  referred to
above,  then the  Transferring  Member may, for a period of  one-hundred  twenty
(120) Days after the end of the RoFR  Period  referred  to above,  transfer  the
referenced  Membership Interest to the Third-Party  Purchaser but only upon such
terms  as are  substantially  similar  to the  terms at  which  said  Membership
Interest was offered to the Non-Transferring Members. If the Transferring Member
shall not have closed on the transfer of the referenced  Membership  Interest to
said Third-Party  Purchaser within said 120-Day period, said transfer shall once
again become subject to the terms and conditions of this Section  16.05(a),  the
Transferring  Member  shall  be  required  to once  again  to  comply  with  the
procedures set forth in this Section 16.05(a), and the Transferring Member shall
be precluded from giving  another RoFR Notice under this Section  16.05(a) for a
period of six (6) months following the expiration of said 120-Day period. In the
event the  Non-Transferring  Member(s)  exercise  their  right to  purchase  the
Membership Interest of the Transferring  Member, the closing of said transaction
shall occur no later than one-hundred twenty (120) Days from the end of the RoFR
Period referenced above. Notwithstanding the provision of this Section 16.05(a),
in the event that during the RoFR Period the Third-Party  Purchaser shall revoke
its offer to purchase or the  Transferring  Member shall determine to not accept
the offer of the Third-Party  Purchaser,  then the Transferring  Member shall be
entitled to revoke, in writing, the RoFR Notice and the Non-Transferring Members
shall  not have the  right to  purchase  the  Transferring  Member's  Membership
Interest on the terms of such RoFR Notice.

     (b)  Buy/Sell.  (i)  No  transfer  of any  Membership  Interests  shall  be
permitted under this Section  16.05(b) before January 1, 2013. At any time after
December 31, 2012, a Member (the "Buy/Sell  Initiator")  may give written notice
(the "Buy/Sell  Offer Notice") to the other Member (the "Buy/Sell  Respondent"),
setting forth the Buy/Sell Initiator's intent to buy all, but not less than all,
of the Membership  Interests of the Buy/Sell  Respondent and its Affiliates,  if
any,  whereupon the provisions  set forth in this Section  16.05(b) shall apply.
Notwithstanding  the foregoing,  if both CBL and JG or Affiliates of each of CBL
and JG,  are also  members or other  equity  holders  in any other  Entity  that
directly or indirectly  owns or leases any real property that is contiguous with
the  Project,   no  Buy/Sell   Offer   Notice   shall  be  effective   unless  a
contemporaneous notice is given under any comparable provision of any operating,
partnership or similar  agreement with respect to such real property between CBL
and JG, or their respective Affiliates,  as the case may be. If a Member gives a
Buy/Sell Offer Notice as provided in this  paragraph,  the other Member shall no
longer have any right to give its own Buy/Sell Offer Notice under this paragraph
while a sale or purchase of a Membership  Interest  under this Section  16.05(b)
pursuant to such Buy/Sell Offer Notice is pending.

     (A) Purchase  Price.  The Buy/Sell  Initiator shall specify in its Buy/Sell
Offer Notice the Buy/Sell Initiator's estimation of the aggregate asset value of
the  Project  (net  of any  outstanding  Constructions  Loans  and/or  Permanent
Financing/Refinancing)  (the "Buy/Sell  Project  Value").  The Buy/Sell  Project
Value shall provide the basis for  determining  the cash purchase price at which
the Buy/Sell Initiator would be willing to purchase the Membership  Interests of
the Buy/Sell  Respondent  and its  Affiliates  (the  "Buy/Sell  Initiator  Offer


                                       49
<PAGE>

Price") and the cash purchase  price at which the Buy/Sell  Respondent may elect
to acquire the Membership Interests of the Buy/Sell Initiator and its Affiliates
(the "Buy/Sell Respondent Purchase Price") as follows:

          (I)  The  Buy/Sell  Initiator  Offer Price shall be an amount equal to
               the amount that would be distributed  to the Buy/Sell  Respondent
               upon a Capital  Events  Distribution  in an  amount  equal to the
               Buy/Sell Project Value.

          (II) The Buy/Sell  Respondent  Purchase Price shall be an amount equal
               to the amount that would be distributed to the Buy/Sell Initiator
               upon a Capital  Events  Distribution  in an  amount  equal to the
               Buy/Sell Project Value.

     (B) Exercise of Buy/Sell.  Upon receipt of the Buy/Sell  Offer Notice,  the
Buy/Sell Respondent shall then be obligated either:

          (I)  To sell to the Buy/Sell  Initiator for cash the entire Membership
               Interest of the Buy/Sell  Respondent and its Affiliates,  if any,
               in the  Company  for  the  Buy/Sell  Initiator  Offer  Price,  as
               described above and subject to adjustments as provided in Section
               16.05(b)(ii)(B) below;

          (II) To  purchase  the  entire  Membership  Interest  of the  Buy/Sell
               Initiator  and its  Affiliates,  if any,  in the  Company for the
               Buy/Sell  Respondent  Purchase  Price,  as  described  above  and
               subject to  adjustments  as provided  in Section  16.05(b)(ii)(B)
               below.

     (C) The Buy/Sell  Respondents shall notify the Buy/Sell  Initiator of their
election within thirty (30) Days after the date of receipt of the Buy/Sell Offer
Notice.  Failure of Buy/Sell  Respondents to give the Buy/Sell  Initiator notice
that  such   Buy/Sell   Respondents   have  elected  to  proceed  under  Section
16.05(b)(i)(B)(II)  above shall be  conclusively  deemed to be an election under
Section 16.05(b)(i)(B)(I) (i.e., to sell).

          (ii) Closings.

               (A)  Location  and Time  Periods.  The  closing  of any sale of a
                    Membership  Interest in the Company pursuant to this Section
                    16.05(b)  shall  be held  at the  principal  offices  of the
                    Company,  unless otherwise  mutually  agreed,  on a mutually
                    acceptable date not more than ninety (90) Days after (A) the
                    receipt by the Buy/Sell  Initiator of the written  notice of
                    election  by  the  Buy/Sell  Respondent,  or (B)  after  the
                    expiration of the time within which the Buy/Sell Respondents
                    must so elect, as provided in Section 16.05(b)(i)(C).

               (B)  Closing Adjustments. At the closing, any closing adjustments
                    as set forth in the  Buy/Sell  Offer  Notice  (and if not so
                    designated   in  the   Buy/Sell   Offer  Notice  then  those
                    adjustments  which  are  then  usual  and  customary  in Lee
                    County,  Florida) shall be made between the purchasing party
                    and the selling party as of the date of closing.  Any Member
                    transferring  its  Membership  Interest  shall transfer such
                    Membership   Interest   free  and   clear   of  any   liens,
                    encumbrances  or any  interests of any third party and shall
                    execute  or  cause  to be  executed  any and  all  documents
                    required to fully transfer such  Membership  Interest to the
                    acquiring  Member   including,   but  not  limited  to,  any
                    documents  necessary  to  evidence  such  transfer,  and all


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<PAGE>

                    documents  required  to release  the  interest  of any other
                    party who may claim an interest in such Member's  Membership
                    Interest.  Any monetary default or obligation of the selling
                    Member must be cured out of the  proceeds  from such sale at
                    the  closing.  Following  the date of  closing,  the selling
                    Member shall have no further rights to any  distributions of
                    Distributable Cash or Capital Event  Distributions,  and all
                    such rights shall vest in the selling Member's transferee.

     16.06  Conditions  of  Assignments.  Prior to any  assignee of a Membership
Interest becoming a Member, the following conditions must have been satisfied:

     (a) The assignor,  his legal  representative  or authorized agent must have
executed a written instrument of assignment of such Membership  Interest in form
and substance reasonably satisfactory to the Members;

     (b) The  assignee  must  have  executed  a written  agreement,  in form and
substance  reasonably  satisfactory to the Members,  to assume all of the duties
and  obligations  of the  assignor  under  this  Agreement  with  respect to the
assigned  Membership Interest and to be bound by and subject to all of the terms
and conditions of this Agreement;

     (c) The assignor,  his legal  representative  or authorized  agent, and the
assignee  must  have  executed  a  written  agreement,  in  form  and  substance
reasonably  satisfactory  to the Members,  to indemnify and hold the Company and
the Members  harmless from and against any loss or liability  arising out of the
assignment;

     (d) The assignee must have executed such other documents and instruments as
the Members may deem  necessary  to effect the  admission  of the  assignee as a
Member;

     (e) The  assignee  (if not  previously  a  Member  of the  Company)  or the
assignor must have paid the expenses  incurred by the Company in connection with
the admission of the assignee to the Company; and

     (f) In the case of an  assignment to a  Third-Party  Purchaser  pursuant to
Section 16.05(a) in which JG is the Transferring Member (a "JG Exit Event"), (i)
such  Third-Party  Purchaser  (the "JG  Substitute  Member")  shall  have made a
Capital  Contribution  to the  Company (a  "Incoming  Equalizing  Contribution")
(which Incoming Equalizing  Contribution the Company shall thereupon immediately
distribute  to  CBL)  in an  amount  such  that,  after  giving  effect  to  the
distribution of the Incoming  Equalizing  Contribution to CBL, the JG Substitute
Member's Capital Interest  (expressed as a percentage)  shall be equal to the JG
Substitute  Member's Profits  Interest and (ii) the JG Substitute  Member or its
Affiliates  shall  provide  CBL  Member  and  its  Affiliates,  if  any,  and/or
third-party  lenders to the  Company,  as the case may be, with such  additional
agreements or undertakings as CBL Member or such lenders may reasonably  require
to replace or hold CBL Member and its  Affiliates  harmless from any  liability,
loss, cost or expense arising out of that portion of any then-outstanding  loans
(other   than   loans  that  are   Mandatory   Contributions   or   Non-Required
Contributions) and/or Affiliate Guarantees theretofore provided by CBL Member or
its Affiliates that  corresponds to the JG Substitute  Member's Capital Interest
(expressed as a percentage).

     16.07 Lender Approval. In the event that, pursuant to the terms of any loan
agreement,  security agreement, deed of trust or other agreement existing at any
time between the Company and any lender, the approval of such lender is required


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<PAGE>

prior to the time that any transfer or assignment of any Membership  Interest in
the Company may occur,  then,  notwithstanding  any provision of this Article to
the  contrary,  no  transfer or  assignment  of any  Membership  Interest in the
Company  shall occur until all required  approvals  and/or  consents of any such
lender have been obtained.

     16.08 Pledge of  Membership  Interests.  Except as relates to any pledge of
Membership  Interests  required by any  financing by the Company,  no Member may
pledge, mortgage, hypothecate, assign as security, create a security interest in
or charge  against  or other  encumbrance  of all or any part of its  Membership
Interest,  whether  directly or indirectly,  voluntarily or  involuntarily or by
operation of law.

     16.09 Mutually  Exclusive  Rights.  The rights of the Members  described in
Section 16.04, Section 16.05(a), and Section 16.05(b) in this Article XVI and in
Section 20.03 are mutually  exclusive,  meaning  that,  if the exercise,  or the
right to  exercise,  one of such  rights is pending or in process  (the  "Active
Right"),  neither of the other rights can be initiated,  and no assignment  that
would be subject to either of the other rights can be  initiated  or  completed,
until the Active Right closes, lapses, or is otherwise terminated.

                                  ARTICLE XVII

                     DISSOLUTION, TERMINATION AND WINDING-UP

     17.01 Events Causing  Dissolution.  The Company shall be dissolved upon the
occurrence  of  any  of  the   following   events   (collectively,   "Events  of
Dissolution"):  (a) when the  period,  if any,  fixed  for the  duration  of the
Company shall expire pursuant to Section 2.05 of this  Agreement;  (b) by action
of the Members pursuant to the Act; or (c) by action of and at the option of the
remaining  Members in the event of (i) the termination of any Member as provided
in Section 15.01 of this  Agreement;  (ii) the acquisition by the Company of the
complete Membership Interest of any Member; or (iii) the occurrence of any other
event that terminates the continued membership of any Member; or (d) a merger in
which the Company is not the surviving organization ("Merger").

     17.02 Continuation.  Notwithstanding  Section 17.01(c),  the Company is not
dissolved  and is not  required  to be  wound  up by  reason  of  any  Event  of
Dissolution  arising out of the  termination  of the  continued  Membership of a
Member if there is at least  one (1)  remaining  Member  and the  existence  and
business  of the  Company  are  continued  by  the  remaining  Member  or by the
affirmative  Majority  Vote of the  Members if there is more than one  remaining
Member  other  than the  Member  as to whom the Event of  Dissolution  occurred,
obtained  no later than ninety  (90) Days after the  occurrence  of the Event of
Dissolution.

     17.03 Effect of Dissolution.  Upon dissolution of the Company,  the Company
shall  cease  to carry on its  business,  except  to the  extent  necessary  (or
appropriate)  for the  winding-up  of the  business  of the  Company.  Upon  the
occurrence of an Event of  Dissolution  (other than by reason of a Merger),  CBL
shall file with the Secretary of State of Ohio a notice of dissolution  pursuant
to the Act.

     17.04 Winding-Up, Liquidation and Distribution of Assets.

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<PAGE>

     (a) Upon the occurrence of an Event of Dissolution,  other than as a result
of a Merger,  an accounting  shall be made by the Accountants of the accounts of
the Company and the Company's assets, liabilities and operations,  from the date
of the last previous  accounting  until the date of the occurrence of such Event
of  Dissolution.  CBL shall  immediately  proceed to wind-up  the affairs of the
Company.

     (b) If the Company is  dissolved  and its affairs are to be  wound-up,  CBL
shall:

          (i)  Sell  or  otherwise  liquidate  all of the  Company's  assets  as
               promptly  as  practicable  (except to the extent the  Members may
               determine to distribute any assets to the Members in kind);

          (ii) Allocate any Net Profit or Net Loss  resulting from such sales to
               the Members in accordance with Article XIII hereof;


          (iii) Discharge all liabilities of the Company,  including liabilities
               to Members who are creditors,  to the extent otherwise  permitted
               by law, other than liabilities to Members for distributions,  and
               establish such Reserves as may be reasonably necessary to provide
               for contingent or other liabilities of the Company;

          (iv) Distribute the remaining assets to the Members, either in cash or
               in kind, in accordance with the positive  balance (if any) in the
               Capital  Account of each Member (as determined  after taking into
               account all Capital Account  adjustments for the Company's Fiscal
               Year during which the  liquidation  occurs),  with any balance in
               excess  thereof being  distributed  in proportion to the Members'
               respective Profits  Interests.  Any such distributions in respect
               of Capital Accounts shall, to the extent practicable,  be made in
               accordance  with  the time  requirements  set  forth  in  Section
               1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations; and

          (v)  If any assets of the Company are to be  distributed  in kind, the
               net fair market  value of such assets shall be  determined.  Such
               assets  shall  be  deemed  to have  been  sold as of the  date of
               dissolution for their fair market value, and the Capital Accounts
               of the Members  shall be adjusted  pursuant to the  provisions of
               this Agreement to reflect such deemed sale.

     (c)  Notwithstanding  anything to the  contrary in this  Agreement,  upon a
liquidation within the meaning of Section  1.704-1(b)(2)(ii)(g)  of the Treasury
Regulations, if any Member has a deficit Capital Account (after giving effect to
all  contributions,   distributions,   allocations  and  other  Capital  Account
adjustments  for all  taxable  years,  including  the  year  during  which  such
liquidation  occurs),  such Member shall have no  obligation to make any Capital
Contribution to reduce or eliminate the negative  balance of the Capital Account
of such Member.

     17.05 Articles of  Termination.  Upon the dissolution and the completion of
winding-up of the Company,  CBL or such other Member as may be designated by the
Members, shall execute articles of termination of the Company and file same with
the  Secretary of State of Ohio and execute and file with the Secretary of State
of Florida such  filings as are  required to withdraw the Company from  Florida.
Upon such filing, the existence of the Company shall be terminated.

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<PAGE>

     17.06  Return  of  Contribution  Nonrecourse  to Other  Members.  Except as
provided by law or as expressly  provided in this Agreement,  upon  dissolution,
each Member shall look solely to the assets of the Company for the return of the
Capital  Account of the Member.  If the  Company  property  remaining  after the
payment or discharge of the debts and liabilities of the Company is insufficient
to  return  the  Capital  Account  of one or more  Members,  including,  without
limitation,  all or any part of that  Capital  Account  attributable  to Capital
Contributions,  then such Member or Members  shall have no recourse  against any
other Member.


                                  ARTICLE XVIII

                            MISCELLANEOUS PROVISIONS

     18.01 Applicable Law. This Agreement, and the application or interpretation
hereof,  shall be governed exclusively by its terms and by the laws of the State
of Ohio, and specifically the Act.

     18.02 No  Action or  Partition.  No Member  has any right to  maintain  any
action for partition with respect to the property of the Company.

     18.03  Execution of  Additional  Instruments.  Each Member hereby agrees to
execute  such  other  and  further   statements   of  interest   and   holdings,
designations,  powers of attorney and other instruments necessary to comply with
any laws, rules or regulations.

     18.04 Waivers. The failure of any party to seek redress for violation of or
to insist  upon the strict  performance  of any  covenant or  condition  of this
Agreement  shall not  prevent a  subsequent  act,  which  would have  originally
constituted a violation, from having the effect of an original violation.

     18.05 Rights and Remedies  Cumulative.  The rights and remedies provided by
this  Agreement  are  cumulative  and the use of any one  right or remedy by any
party shall not  preclude  or waive the right to use any or all other  remedies.
Such rights and  remedies  are given in addition to any other rights the parties
may have by law, statute, ordinance or otherwise.

     18.06 Heirs, Successors and Assigns. Each and all of the covenants,  terms,
provisions and agreements  herein  contained  shall be binding upon and inure to
the  benefit  of the  parties  hereto  and,  to the  extent  permitted  by  this
Agreement,  their  respective  heirs,  legal  representatives,   successors  and
assigns.

     18.07 Creditors.  None of the provisions of this Agreement shall be for the
benefit of or enforceable by any creditors of the Company or by any Person not a
party hereto.

     18.08 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall  constitute one and the
same instrument.

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<PAGE>

                  18.09 Federal Income Tax Elections; Tax Matters Member. All
elections required or permitted to be made by the Company under the Code shall
be made by the unanimous consent of JG and CBL, except that the Tax Matters
Member (the "TMM") shall make an election under Sections 108/1017 or Section 754
of the Code upon request of any Member. The TMM shall be responsible for all
administrative and judicial proceedings for the assessment and collection of tax
deficiencies or the refund of tax overpayments arising out of a Member's
distributive share of items of income, gain, deduction and/or credit of any
other Company item (as that term is defined in the Code or in the Treasury
Regulations) allocated to the Members affecting any Member's tax liability. The
Members hereby appoint CBL as the initial TMM. The TMM shall promptly give
notice to all Members of any administrative or judicial proceeding pending
before the Internal Revenue Service involving any Company item and the progress
of any such proceeding. Such notice shall be in compliance with such regulations
as are issued by the Internal Revenue Service. The TMM shall have all the powers
provided to a tax matters partner in Sections 6221 through 6233 of the Code,
including the power to select the forum to litigate any tax issue or liability
arising from Company items, except that the TMM shall not settle any tax
controversy without the consent of all of the Members or extend the statute of
limitations with respect to any matter which is attributable to any Company item
or affecting any item pending before the Internal Revenue Service. The
provisions on limitations of liability of the Members and indemnification set
forth in Article VIII shall be fully applicable to the TMM in its, his or her
capacity as such. The TMM may resign at any time by giving written notice to the
Company and each of the other Members. Upon resignation of the TMM, a new TMM
may be elected from among the Members by a Majority Vote of the Members.

     18.10 Notices. Unless oral notice is expressly permitted by this Agreement,
any notices or other  communications  required or  permitted to be given by this
Agreement  must be given in writing  and either (i)  personally  hand-delivered,
(ii)  mailed by prepaid  certified  or  registered  mail,  with  return  receipt
requested,  (iii) sent by generally recognized overnight delivery service to the
party to whom  such  notice or  communication  is  directed  with  delivery  fee
prepaid, or (iv) sent via telefax transmission, and, in the case of notices sent
by any  medium  other  than as set forth in (ii)  above,  the burden of proof of
receipt of such notice shall be on the sender thereof. Any such notices shall be
sent to the address of such party as follows:

                                    If to the Company, to:

                                    JG Gulf Coast Town Center LLC
                                    2030 Hamilton Place Boulevard
                                    Suite 500, CBL Center
                                    Chattanooga, Tennessee  37421
                                    Attention:  Charles B. Lebovitz
                                    (423) 490-8662 (telefax)

                                    If to any of the Members, to:

                                    The address of such Member as set forth on
                                    Exhibit B.



                                       55
<PAGE>

Any party may change such  party's  address for  purposes of this  Agreement  by
giving  notice of such  change to the other  parties  pursuant  to this  Section
18.10.

     18.11 Amendments.  This Agreement may be amended,  modified or supplemented
only by a writing executed by each of the Members;  provided,  however, that CBL
is hereby  authorized and directed to amend Exhibit B to reflect  changes in the
information set forth on Exhibit B.

     18.12  Enforceability.  Wherever  possible each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under  applicable law, such provision  shall be ineffective  only to the
extent of such prohibition or invalidity,  without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

     18.13  Drafting.   The  Members  acknowledge  that  each  has  participated
substantially  in the  negotiation and drafting of this Agreement and agree that
this  Agreement  shall not be construed  more  favorably  toward one Member than
another due to the fact that this Agreement may have been physically  drafted by
one Member or its counsel.

     18.14  Further  Assurances.  The Members  each agree to  cooperate,  and to
execute and  deliver in a timely  fashion any and all  additional  documents  to
effectuate the purposes of the Company and this Agreement.

     18.15 Time. Time is of the essence of this Agreement,  and to any payments,
allocations and distributions provided for under this Agreement.

     18.16  Integration.  This  Agreement  embodies  the  entire  agreement  and
understanding  among  the  Members  and  supersedes  all  prior  agreements  and
understandings,  if any,  among and between the Members  relating to the subject
matter hereof.

     18.17 Termination of Letter Agreement. As set forth in Section 18.16 above,
the Letter Agreement is hereby terminated and of no further force and effect.

     18.18 Public  Announcements;  Precedence in  Publicity.  Any release to the
public of  information  with respect to the  Project,  the Company or any of the
Company's assets or activities  contemplated  herein or any matters set forth in
this  Agreement  will be made only  after  CBL's  approval  and only in the form
approved by CBL and its counsel;  except that, in any advertising or promotional
materials or communications  relating to the Company and/or the Project,  in any
form and in any media,  including without limitation print, outdoor advertising,
broadcast  or online,  The  Richard E.  Jacobs  Group,  Inc.  or its  designated
Affiliate  shall receive "first  billing" in relation to any reference to CBL or
any  Affiliate  and in no less  prominent  typeface  or  positioning  within the
material or  communication,  and any reference to CBL or any Affiliate  shall be
accompanied  by a  reference  to  The  Richard  E.  Jacobs  Group,  Inc.  or its
designated  Affiliate that meets the foregoing  requirements.  The provisions of
the  immediately  preceding  sentence  shall no longer apply if Richard E Jacobs
ceases to Control The Richard E. Jacobs Group, Inc., but thereafter,  so long as
any Affiliate of The Richard E. Jacobs Group,  Inc. is a Member,  The Richard E.


                                       56
<PAGE>

Jacobs Group,  Inc. or its  designated  Affiliate  shall receive at least "equal
billing" in relation to any  reference  to CBL or any  Affiliate  and in no less
prominent typeface or positioning within the material or communication,  and any
reference to CBL or any  Affiliate  shall be  accompanied  by a reference to The
Richard  E.  Jacobs  Group,  Inc.  or its  designated  Affiliate  that meets the
foregoing requirements.

     18.19 Estoppel  Certificates.  Each Member shall, at any time and from time
to time upon not less than 15 Days'  prior  written  request by another  Member,
execute and  deliver to the Member  making  such  request a written  certificate
stating  whether:  (i) this  Agreement  is in full force and  effect;  (ii) this
Agreement has been modified or amended and, if so,  identifying  and  describing
each and every such  modification or amendment;  and (iii) to the best knowledge
of  the  Member  executing  said   certificate,   whether:   (A)  any  facts  or
circumstances  exist that,  with the passage of time, the giving of any required
notices,  or both,  would  constitute  a default  hereunder,  or (B) any uncured
default then exists on the part of any Member under this  Agreement  and, if so,
specifying  the nature and extent of such facts,  circumstances,  or default (as
the case may be),  including those which may give rise to offsets,  defenses and
counterclaims.  The obligations set forth in this Section 18.19 shall apply only
to matters known to the certifying  Member.  Any such  certificate may be relied
upon by the Member  requesting  same, but only to the extent that such Member is
without  knowledge to the  contrary.  A Member who executes  such a  certificate
shall not be liable for any erroneous  statements  contained  therein,  provided
that such statements shall have been made in good faith and that any such errors
were unintentional.

     18.20 Legal Counsel.  The parties hereto  acknowledge  that the law firm of
Shumacker Witt Gaither & Whitaker, P.C. ("SWGW"),  legal counsel to CBL, may act
as legal counsel to the Company  following  the execution of this  Agreement and
with  respect to matters  concerning  the Company and CBL as a Member,  and with
respect to the  Project.  Likewise,  the parties  agree that  Thompson  Hine LLP
("TH"), legal counsel to JG, may serve as legal counsel to the Company following
the  execution  of this  Agreement  and with respect to matters  concerning  the
Company and JG as Members,  and with  respect to the  Project.  Each Member does
hereby waive any conflict of interest that such counsel may have or be deemed to
have when  representing  the  Company,  CBL or JG as to any matter that does not
involve a dispute between the Members.  In any such dispute between the Members,
the Members  acknowledge  that SWGW may  represent  CBL and TH may  represent JG
unless  applicable  ethics  rules  prevent  SWGW  and/or TH from  acting in such
capacities  and each Member does hereby waive any conflict of interest that such
counsel may have or be deemed to have as the result of that representation. Each
Member may from time to time designate additional or alternative counsel to such
Member for the  purposes  of this  Section  18.20,  and the  foregoing  waivers,
subject to the foregoing limitations and exceptions, shall also apply as to such
additional or alternative counsel.

                                   ARTICLE XIX

                         REPRESENTATIONS AND WARRANTIES

     19.01 Representation of CBL. CBL hereby represents to JG and to the Company
as of the date hereof that:

     (a) Organization.  (i) CBL is a limited liability company,  existing and in
good standing under and by virtue of the laws of the State of Florida;

                                       57
<PAGE>

          (ii) That the Persons  executing  this  Agreement on behalf of CBL are
               duly  elected,  qualified  and acting as its  officers or general
               partners (as the case may be).

     (b) Authority.  (i) That all actions and resolutions,  whether partnership,
corporate or otherwise,  necessary to authorize CBL to enter into this Agreement
have been taken and adopted;

          (ii) That all consents by third  Persons  which CBL is by the terms of
               its agreements,  if any, with any such third Persons, required to
               obtain  prior to its  execution  of this  Agreement  have been so
               obtained by CBL;

          (iii) That CBL has, and the Persons  executing this Agreement on their
               behalf have,  all  requisite  power and  authority and has (have)
               been duly authorized to enter into this Agreement;

          (iv) That this Agreement has been duly executed on CBL's behalf;

          (v)  That CBL has full  right and lawful  authority  to enter into and
               perform its covenants and  obligations  under this  Agreement for
               the full term hereof,  and has full right and lawful authority to
               make its representations and warranties hereunder; and

          (vi) That upon execution of this Agreement by each party hereto,  this
               Agreement will constitute the legal, valid and binding obligation
               of CBL and will be enforceable  against it and its successors and
               assigns in accordance with its terms,  except as such enforcement
               may be  limited by (A)  bankruptcy,  insolvency,  moratorium,  or
               other similar laws affecting a creditor's  rights and remedies or
               the relief of debtors  generally  at the time in effect,  (B) the
               discretion of the court before which any proceeding involving the
               same may be brought,  and (C) equitable principles at the time in
               effect limiting the remedy of specific performance.

     (c) Conflict. Neither the execution, delivery or performance by CBL of this
Agreement or the  transactions  contemplated  hereby will conflict with, or will
result in a breach of, or will constitute a default under,  (i) any agreement or
instrument  by  which  CBL or any of its  Affiliates  may be  bound  or (ii) any
judgment,  statute, rule, law, order, decree, writ or injunction of any court or
Governmental  Authority applicable to CBL or any of its Affiliates and/or its or
their respective property and assets for which consent has not been obtained.

     19.02 Representations of JG. JG hereby represents to CBL and to the Company
as of the date hereof that:

     (a)  Organization.  (i)  JG  is a  limited  liability  company,  organized,
existing  and in good  standing  under and by virtue of the laws of the State of
Ohio;

          (ii) That the Person(s)  executing  this  Agreement on JG's behalf are
               duly elected, qualified and acting as its officer(s),  manager(s)
               or member(s) (as the case may be).

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<PAGE>


     (b) Authority.  (i) That all actions and resolutions,  whether partnership,
corporate or otherwise,  necessary to authorize JG to enter into this  Agreement
have been taken and adopted;

          (ii) That all consents by third  Persons  which JG is, by the terms of
               their agreements,  if any, with any such third Persons,  required
               to obtain prior to their execution of this Agreement have been so
               obtained by JG;

          (iii) That JG has,  and the Persons  executing  this  Agreement on its
               behalf have,  all  requisite  power and  authority and has (have)
               been duly authorized to enter into this Agreement;

          (iv) That this Agreement has been duly executed on behalf of JG;

          (v)  That JG has full  right and  lawful  authority  to enter into and
               perform its covenants and  obligations  under this  Agreement for
               the full term hereof,  and has full right and lawful authority to
               make JG's representations and warranties hereunder; and

          (vi) That upon execution of this Agreement by each party hereto,  this
               Agreement will constitute the legal, valid and binding obligation
               of JG and will be  enforceable  against JG and its successors and
               assigns in accordance with its terms,  except as such enforcement
               may be  limited by (A)  bankruptcy,  insolvency,  moratorium,  or
               other similar laws affecting a creditor's  rights and remedies or
               the relief of debtors  generally  at the time in effect,  (B) the
               discretion of the court before which any proceeding involving the
               same may be brought,  and (C) equitable principles at the time in
               effect limiting the remedy of specific performance.

     (c) Conflict. Neither the execution,  delivery or performance by JG of this
Agreement or the  transactions  contemplated  hereby will conflict with, or will
result in a breach of, or will constitute a default under,  (i) any agreement or
instrument  by  which  JG or any of its  Affiliates  may be  bound  or (ii)  any
judgment,  statute,  rule, law, order, decree, writ or other judgment,  statute,
rule,  law,  order,  decree,  writ or  injunction  of any court or  Governmental
Authority  applicable  to JG or any of its  Affiliates  and/or their  respective
property and assets for which consent has not been obtained.

     19.03 Survival of Representations  and Warranties.  All representations and
warranties  contained  in this  Agreement  will be effective on the date of this
Agreement  and  shall  survive  until  the  termination  of  this  Agreement  in
accordance with its terms.


                                   ARTICLE XX

                               DEFAULT PROVISIONS

     20.01  Events  of  Default.  A  Member  is in  default  or  breach  (each a
"Default") hereunder if:

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     (a) Monetary Defaults.  CBL fails to make a CBL Mandatory  Contribution per
this Agreement  within the time parameters,  including  applicable cure periods,
set forth in Section 11.01;

     (b)  Bankruptcy.  Such  Member or any  Affiliate  of such  Member  that has
provided  an  Affiliate  Loan  Guarantee  shall  (i)  voluntarily  commence  any
proceeding  or file any  petition  for  liquidation  (a  liquidating  Chapter 11
bankruptcy)  or a  petition  for a Chapter 7  bankruptcy,  (ii)  consent  to the
institution  of, or fail to contravene in a timely and appropriate  manner,  any
such  proceeding or the filing of such  petition,  (iii) apply for or consent to
the appointment of a receiver,  custodian,  sequestrator or similar official for
such Member or  Affiliate  or for a  substantial  part of any of its property or
assets,  (iv) file an answer  admitting the material  allegations  of a petition
filed against it in any such proceeding,  (v) make a general  assignment for the
benefit of creditors,  (vi) become unable,  admit in writing its  inability,  or
fail  generally to pay its debts as they become due, or (vii) take  corporate or
partnership action for the purpose of effecting any of the foregoing;

     (c)  Insolvency.  Any  involuntary  proceeding  shall  be  commenced  or an
involuntary petition shall be filed in a court of competent jurisdiction, and in
either case shall continue  undismissed for one-hundred  eighty (180) Days or an
order or decree  approving  or  ordering  any of the  following  shall  continue
unstayed and in effect for one-hundred  eighty (180) Days, seeking (i) relief in
respect of such Member or any  Affiliate  of such  Member  that has  provided an
Affiliate  Loan  Guarantee  or of a  substantial  part of any of its property or
assets, (ii) the appointment of a receiver, trustee, custodian,  sequestrator or
similar official for such Member or Affiliate,  or for a substantial part of any
of its property or assets or (iii) the  winding-up or liquidation of such Member
or Affiliate;

     (d) Seizure of Assets. All or substantially all of such Member's assets, or
the assets of an Affiliate  of such Member that has  provided an Affiliate  Loan
Guarantee,  or such Member's Membership  Interest,  or any part of such Member's
Membership  Interest is assigned following their attachment,  execution or other
judicial seizure thereof;

     (e) Transfers.  Either: (i) an assignment  prohibited by Article XVI occurs
with  respect to such Member and such  assignment  or other  transaction  is not
rescinded within ninety (90) Days after the  non-assigning  Member gives written
notice to the assigning  Member  specifying  such  default;  or (ii) an indirect
transfer  of a Member's  equity  interests  occurs  other than as  permitted  in
Article XVI and such  assignment is not rescinded  within ninety (90) Days after
the  non-assigning  Member  gives  written  notice to the  Member  whose  equity
interests  were  assigned  specifying  such  default;  or  (iii)  an  assignment
otherwise  permitted by Article XVI occurs or is attempted  with respect to such
Member but such  assignment  or the  assignee  thereof  fails to comply  with or
violates the  provisions of Article XVI with respect to such  assignment,  i.e.,
the failure to observe the  requirements  set forth in Section 16.06 above,  and
such  failure or  violation  is not  corrected  within  ninety (90) Days after a
non-assigning  Member gives written notice to such assigning  Member  specifying
such default;

     (f)  Dissolution or Incapacity.  A Member  dissolves or causes itself to be
dissolved (unless prior to or simultaneous  with such  dissolution,  a successor
acquires such Member's  entire  Membership  Interest in an assignment  permitted
under Article XVI) or a court of competent jurisdiction determines that a Member
is completely  and totally  unable to perform its duties and  obligations  under
this Agreement;

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<PAGE>

     (g) Breach of Representation  or Warranty.  Any material breach by a Member
of any representation or warranty set forth in Article XIX above and such breach
is not  corrected  within  ninety  (90)  Days  after the  Non-Defaulting  Member
delivers to the  Defaulting  Member a written  notice  specifying  the breach of
representation or warranty; and

     (h) Other Material Default.  Except as to specific defaults or breaches set
forth in this Section 20.01 other than in this Section 20.01(h) , a breach of or
default  under any other  material  provision of this  Agreement  which is to be
observed or performed  by such  Member,  or by an Affiliate of such Member under
any Affiliate Loan  Guarantee,  occurs and remains  uncured for more than thirty
(30) Days  after the  Company  gives  written  notice to the  Defaulting  Member
specifying such default;  except that, if the breach or default being claimed is
a breach or default by an Affiliate of a Member in the performance of its duties
under any Affiliate Loan Guarantee,  the other Member(s) may give written notice
to the  Defaulting  Member  claiming such breach or default,  and the Defaulting
Member  shall have  thirty  (30) Days  within  which to either cure or cause its
Affiliate  to cure the breach or default or contest the breach or  default;  and
except that,  if the breach or default being claimed is a breach or default by a
Member in the  performance  of its duties as a Member,  the other  Member(s) may
give written notice to the Defaulting Member claiming such breach or default and
the Defaulting  Member shall have one-hundred  twenty (120) Days within which to
either cure the breach or default or contest  the breach or default;  and except
that,  if the breach or default being claimed is a breach or default by JG under
Section 6.02 above or by CBL under Section 6.03 above,  the other  Member(s) may
give written  notice to the Defaulting  Member  claiming such breach or default,
and the  Defaulting  Member  shall have sixty (60) Days (thirty (30) Days in the
case of a breach or default under  Section  6.03(b) above within which to either
cure the breach or default or contest the breach or default.

A Member in Default  hereunder is referred to as the  "Defaulting  Member".  The
Member(s)  who  are not in  Default  are  herein  sometimes  referred  to as the
"Non-Defaulting Member(s)." Additionally, a Default by a Defaulting Member shall
be deemed a Default  by the  Affiliate  of such  Defaulting  Member who may be a
Member of the Company.  For purposes  hereof, a "Default" shall not be deemed to
occur so as to trigger the remedies set forth below until the  expiration of any
applicable notice, grace and cure periods.

     20.02  Remedies Upon Default.  In the event of the occurrence of a Default,
the Defaulting Member shall,  pursuant to Section 20.04 below, cease to have any
approval  rights with  respect to the Company,  except for the Default  Approval
Rights  defined  in  Section  20.04,  until the  Default  has been  cured by the
Defaulting  Member,  and the  Non-Defaulting  Member(s)  shall have the right to
exercise the following  remedies as their exclusive  remedies for the particular
type of Default:

     (a) For Defaults described in Section 20.01(a),  20.01(b),  (c), (d) and/or
(f), the sole remedy to the  Non-Defaulting  Member(s)  shall be as set forth in
Section 20.03;

     (b) For Defaults  described in Section 20.01(e),  the exclusive remedies to
the  Non-Defaulting  Member(s)  shall be an action for injunctive  relief and/or
money damages;

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<PAGE>

     (c) For  Defaults  described  in Section  20.01(g),  the sole remedy to the
Non-Defaulting Member(s) shall be an action for money damages;

     (d) For  Defaults  described  in Section  20.01(h)  involving  any claim of
breach or default by the Managing  Member in its capacity as the Managing Member
in the  performance of its duties,  the  Non-Defaulting  Members may replace the
Managing Member after the notice and cure periods and other procedures set forth
in Section  20.01(h) have expired and/or a determination  has been made that the
Managing  Member  has failed to perform  its duties as  Managing  Member and the
Managing  Member has not contested such  determination,  and in the event of any
such  replacement,  JG shall  assume the role as  Managing  Member and CBL shall
assume the role of JG in the  management  of the  affairs  and  business  of the
Company (other than JG's role under Section 6.02); and

     (e) For  Defaults  described  in Section  20.01(h)  involving  any claim of
breach or default by a Member, other than the Managing Member in its capacity as
the Managing  Member,  in the performance of its duties,  the Defaulting  Member
shall lose all approval  rights except Default  Approval  Rights as set forth in
Section 20.04 after the notice and cure periods and other  procedures  set forth
in Section 20.01(h) have expired and/or a determination  has been made that such
Defaulting  Member  has  failed  to  perform  its  duties  as a Member  and such
Defaulting  Member  has not  contested  such  determination  and any  duties  or
responsibilities   of  such   Defaulting   Member  may  be   undertaken  by  the
Non-Defaulting Members.

     20.03 Purchase Upon Default.

     (a) Reasons for  Granting  Option to  Purchase.  To more fully  protect the
Members against certain  Defaults of other Members as set forth in Section 20.02
above  where such  Defaults  provide  for the  remedy set forth in this  Section
20.03, each Member hereby grants to the other Members that are not its Affiliate
(which grantee shall be JG if CBL were the Defaulting  Member, and which grantee
shall be CBL if JG were the Defaulting  Member,  and which grantee would include
any  other  Affiliates  of JG or CBL,  respectively,  if either of JG or CBL had
transferred all or a portion of its Membership  Interests to Affiliates pursuant
to exempt  transfers under Section 16.03 above) (the  "Non-Affiliated  Members")
and are not in default  hereunder  the right and option to  purchase  the entire
Membership  Interest of the Defaulting  Member and its Affiliates,  if any, upon
the occurrence of a Default by the Defaulting Member and/or its Affiliate(s) and
the failure of the  Defaulting  Member to cure the Default within the applicable
cure period, if any, provided in Section 20.01 above on and subject to the terms
and  conditions  set forth in this  Section  20.03.  Once said  option  has been
exercised,  the  Non-Affiliated  Members  shall have the right to  complete  the
purchase  pursuant to its exercise of said option regardless of any potential or
actual  detriment that exercising  such option may cause the Defaulting  Member;
provided,  however,  that the  Defaulting  Member may cure the Default that gave
rise to said  option  to  purchase  and pay all of the  Non-Affiliated  Members'
costs, expenses and reasonable attorney's fees incurred in connection therewith,
at any  time  prior  to the  required  date  of  closing,  in  which  event  the
Non-Defaulting  Member  shall  not have the  right to  purchase  the  Membership
Interests of the Defaulting Member and its Affiliates,  if any, pursuant to this
Section 20.03 with respect to such Default.

     (b) Exercise of Option.  If the  Non-Affiliated  Members  shall at any time
desire to purchase the entire Membership Interest of a Defaulting Member and its


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Affiliates,  if  any,  when  allowed  so to do as the  result  of  circumstances
triggering  the use of this  Section  20.03,  they may  exercise  said right and
option to purchase a Defaulting  Member and its  Affiliates'  entire  Membership
Interest by giving written notice to all Members unequivocally stating that they
exercising such right and option (said notice is hereinafter  referred to as the
"Exercise Notice").  Except as provided in the immediately following sentence of
this Section  20.03(b),  the purchase price for said  Defaulting  Member and its
Affiliates' entire Membership  Interest (said amount being hereinafter  referred
to  as  the  "Default   Purchase  Price")  shall  be  an  amount  equivalent  to
seventy-five  percent  (75%)  of the  value  of the  Defaulting  Member  and its
Affiliates'  Membership  Interest  computed  by  utilization  of  the  Appraisal
Procedure set forth on Exhibit D, with such  Appraisal  Procedure  being used to
determine  the  Appraised  Value of the  Project  and the  resulting  value of a
Member's  Membership  Interest as set forth on Exhibit D (the  "Default  Formula
Price").  If the  Appraised  Value of the Project as so  determined,  net of any
outstanding Constructions Loans and/or Permanent Financing/Refinancing,  is less
than  the  sum  of  all  unreturned  Initial  Capital  Contributions,  Mandatory
Contributions  and  Non-Required  Contributions  of the  Members and accrued and
unpaid Interest/Return  thereon, the Default Purchase Price shall be the greater
of (i) the  Default  Formula  Price and (ii) an amount  equal to the amount that
would be distributed to the Defaulting  Member and its Affiliates upon a Capital
Events  Distribution in an amount equal to the Appraised Value of the Project as
so  determined,  net of any  outstanding  Constructions  Loans and/or  Permanent
Financing/Refinancing.  The Default  Purchase Price, as determined under the two
immediately preceding sentences, shall be adjusted pursuant to the provisions of
Section  20.06 below.  Said  purchase  shall be on the terms and pursuant to the
procedures set forth herein and the closing of said transaction shall take place
in accordance  with the  provisions of Section  20.06 below.  If  Non-Affiliated
Members do not exercise  said right and option in the manner and within the time
aforesaid,  the Non-Affiliated Members shall be deemed to have waived said right
and option to purchase,  but only as to the specific default giving rise to said
right and option to purchase,  and not others,  and the  Non-Affiliated  Members
shall  continue  to have and enjoy the right and option to so  purchase  created
under and by virtue of this Article XX in all other,  further and/or  subsequent
cases to which  this  Section  20.03  applies.  As  between  the  Non-Affiliated
Members,  they shall have the right to purchase  the  Defaulting  Member and its
Affiliates' entire Membership  Interest in proportion to their Profits Interests
but without the inclusion of the Defaulting  Member and its Affiliates'  Profits
Interests  and if one or less than all  Non-Affiliated  Members do not desire to
purchase the Defaulting  Member and its  Affiliates'  Membership  Interest,  the
Non-Affiliated  Members so desiring to purchase shall have the right to purchase
the  entire  (but no  fractional  portion  of the)  Membership  Interest  of the
Defaulting Member.

     (c) Expenses. All reasonable fees, costs and expenses of the appraisers and
otherwise  associated  with the  Appraisal  Procedure  and the  purchase  of the
Defaulting  Member  and  its  Affiliates'   Membership  Interest  shall  be  the
responsibility of and shall be paid by the Defaulting Member.

     (d) Membership Interest Will be Acquired by Non-Affiliated  Members for the
Default Purchase Price. It is the intention and express agreement of the Members
that if a default shall occur hereunder to which this Section 20.03 applies, the
Non-Affiliated  Members shall have the right to purchase the Membership Interest
of a Defaulting  Member and its  Affiliates,  if any,  for the Default  Purchase
Price and shall not (directly, indirectly, contingent or otherwise) be obligated
to pay more than the Default  Purchase  Price,  as determined in accordance with
this  Agreement,  in order to acquire the Membership  Interest of the Defaulting


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Member and its Affiliates, if any, regardless of whether the aggregate amount of
the  indebtedness,  obligations  and/or  liabilities  secured  by any  liens  or
encumbrances  on such  Membership  Interest  exceeds the Default  Purchase Price
determined under this Agreement.

     20.04 Default Approval Rights; Loss of Approval Rights on Defaults.

     The Members  agree that a  Defaulting  Member  shall  forfeit its rights to
approve Company  decisions and activities during the pendency of a Default until
such time as the Default is cured but subject to the  provisions of this Section
20.04.  Notwithstanding  any provision in this Section 20.04 to the contrary,  a
Member shall retain its rights  (herein,  the "Default  Approval  Rights") under
this  Agreement to approve the  following  actions  regardless of any default by
such Member:

          (i)  The filing of bankruptcy or the filing for the  appointment  of a
               receiver for the assets of the Company;

          (ii) Dissolution or termination of the Company;

          (iii) Except as set forth in a Pro Forma and/or an Operating Budget as
               required funding from the Members, the entering into any contract
               or agreement, including guarantees, that creates liability of the
               Defaulting  Member beyond its contributions to the Capital of the
               Company or that requires the guarantees of the Defaulting  Member
               or its Affiliates; or

          (iv) Except for  typographical  errors or corrections or the amendment
               of Exhibit B to  reflect  changes  to the  information  set forth
               thereon in  accordance  with this  Agreement,  the  amendment  or
               modification of this Agreement.

     20.05 Attorney's  Fees.  Except as otherwise  provided  herein,  if (i) any
party fails to perform any of its obligations under this Agreement,  or (ii) any
litigation  is commenced  between the parties  concerning  any provision of this
Agreement or any rights or duties of any person relative  thereto,  or (iii) any
party  institutes  any  proceeding in any  bankruptcy or similar court which has
jurisdiction  over any  party (or any or all of its  property  or  assets),  the
non-defaulting party or party prevailing in such litigation, or the non-bankrupt
party (as the case may be) shall be  entitled,  in  addition to damages and such
other and further  relief as may be granted,  to all costs incurred in enforcing
and defending its rights and remedies  under this  Agreement,  including but not
limited to attorney's fees,  out-of-pocket costs and expenses,  and court costs,
together with interest on the  foregoing  from the date same are incurred  until
fully  repaid at a rate equal to the  Interest/Return,  or such  lesser  rate of
interest  as may from time to time be the maximum  rate of  interest  which may,
under the circumstances, be charged under applicable law.

     20.06 Closing.

     (a)  Closing  Terms.  This  Section  20.06 sets  forth and will  govern the
procedures,  terms  and  conditions  pursuant  to  which a  Member  selling  its
Membership  Interest (the  "Selling  Member")  will be  transferred  to a Member
purchasing the Selling Member's  Membership  Interest (the "Purchasing  Member")
pursuant to Section 20.03.

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<PAGE>

     (b) Purchase Price.  As used herein,  the term purchase price shall mean in
the case of a transfer pursuant to Section 20.03, the Default Purchase Price, as
the same may be  increased  or  decreased  pursuant  to the  provisions  of this
Section 20.06.

     (c)  Default   Purchase   Closing  Date  and  Place.  The  closing  of  the
purchase/sale of a Member's  Membership  Interest  pursuant to Section 20.03 and
this  Section  20.06 shall be held at the  principal  office of the Company on a
business  Day that is  determined  by the  Purchasing  Member,  but in any event
unless the  closing is delayed  through no fault of the  Purchasing  Member,  no
later than thirty (30) Days following the date of the Exercise Notice; provided,
however, in the event that the closing of such purchase/sale has not occurred by
the date  that is  one-hundred  eighty  (180)  Days  following  the date of such
Exercise  Notice  and such  delay or  failure  to close is not the result of any
action or  inaction of the Selling  Member and the Selling  Member is  otherwise
ready and  willing  to close  and/or  the delay or  failure  to close is not the
result of any court action or inaction or restraining order or injunction,  then
such failure to close within such time parameter shall be deemed a waiver of the
Purchasing  Member's rights to purchase the Selling Member's Membership Interest
by reason of the Default that  triggered the  Purchasing  Member's  rights under
Section 20.03 above. Such waiver shall not, however, be deemed to be a waiver of
any other Default that may exist at the time or that may occur  thereafter.  The
date determined in accordance  with the foregoing  provisions for closing of any
transaction to which this Section 20.06 is applicable is hereinafter referred to
as the "Default Purchase Closing Date".

     (d) Payment;  Escrow.  On the Default  Purchase  Closing Date,  the Default
Purchase  Price may be  deposited  in good  federal  funds that are  immediately
available at the place of closing in escrow with the title company involved with
the transaction or with either Purchasing Member's or Selling Member's counsel.

     (e) Title.  Title to the  Selling  Member's  Membership  Interest  shall be
transferred  free and clear of all liens and  encumbrances  (and the possibility
thereof) of every nature and description whatsoever.

     (f) Selling Member's  Default.  If a Selling Member shall fail or refuse to
complete a transfer  after the Purchasing  Member becomes  obligated to purchase
pursuant to Section 20.03, as the case may be, the Purchasing Member may, at its
option, elect to pursue any and all rights and remedies under this Agreement, at
law, in equity,  or  otherwise  against the Selling  Member.  Furthermore,  each
Member  takes  cognizance  of the fact  that a breach  of the  Selling  Member's
obligations  under  Section  20.03,  as the case may be,  may cause  irreparable
injury to the business and property of the Purchasing Member, and that there are
inadequate remedies available at law to redress such injury.  Consequently,  the
Purchasing  Member shall have the right to seek and obtain specific  performance
of the  obligations  of the Selling  Member that arise under this Article XX (as
well as any collateral obligations under other provisions of this Agreement,  at
law, in equity, or otherwise).  The foregoing  provisions shall not be construed
to preclude,  restrict or limit any other or further rights or remedies that the
Purchasing  Member  may  have  under  this  Agreement,  at law,  in  equity,  or
otherwise.

     (g)  Adjustments.  On the Default  Purchase  Closing  Date,  the  following
adjustments  shall  be made to the  Default  Purchase  Price  and the  following
disbursements shall be made from the escrow by the escrow holder:

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<PAGE>

          (i)  the  aggregate  amount of all amounts owed by the Selling  Member
               and its Affiliates to the Company,  including  accrued and unpaid
               interest  thereon,  shall be subtracted from the Default Purchase
               Price; and

          (ii) the aggregate amount of all liens of a definite and ascertainable
               amount upon the  Membership  Interest of the Selling Member shall
               be deducted in determining the Default Purchase Price.

     (h) Costs. In the event of a transfer pursuant to the provisions of Section
20.03, all title charges,  recording fees, transfer taxes, and other fees, costs
and expenses of the purchase, sale and transfer of the Membership Interest shall
be charged to and paid in cash by the Selling  Member  through the escrow on the
Default Purchase Closing Date.

     (i) Payment.  On the Default  Purchase  Closing  Date,  that portion of the
Default  Purchase Price that is held in escrow after the  adjustments,  payments
and  disbursements  that are described in Section  20.06(g) and (h) (hereinafter
referred to as the "Payment Amount") shall be disbursed to the Selling Member in
immediately  available  Federal  funds  through the  escrow,  except that if the
Payment Amount is a negative amount, the Selling Member shall pay such amount to
the Purchasing Member in immediately  available Federal funds through the escrow
on the Default  Purchase  Closing Date. If the Selling  Member fails to pay such
amount,  the Purchasing Member may elect to complete its purchase of the Selling
Member's  Membership  Interest  and the amount owed by the Selling  Member shall
accrue  interest  from the date of  transfer  until all  principal  and  accrued
interest  is paid  in full at a rate  equal  to the  Interest/Return  plus  five
percent (5%) but not in excess of the maximum amount  allowable under applicable
law.

     (j) Transfer of Title. On the Default Purchase Closing Date:

          (i)  the Selling Member shall,  simultaneously with the payment of the
               Payment Amount (or if a negative  number,  at the time same would
               be payable if it was a positive number) sell, assign and transfer
               the Selling Member and its Affiliates' entire Membership Interest
               to the Purchasing Member by written  assignment  containing (A) a
               warranty  of the  Selling  Member's  authority,  (B) a special or
               limited  warranty of title against the Selling Member's own acts,
               and (C)  confirmation  of the  provisions  set  forth in  Section
               20.06(i); and

          (ii) the Purchasing Member shall,  simultaneously  with its receipt of
               the assignment  referred to in this Section 20.06(j),  execute an
               agreement  whereby it accepts  such  assignment  and  assumes the
               obligations  of the  Selling  Member  under this  Agreement  with
               respect to the Membership Interest of the Selling Member that the
               Purchasing Member is acquiring; and

          (iii) all other Members shall simultaneously with the events described
               in Sections  20.06(j)(i) and (ii),  agree in writing to and shall
               consent to such assignment and the transactions effected thereby.

     All such  documents  of  assignment,  acceptance,  assumption,  consent and
confirmation  shall  be in form and  substance  reasonably  satisfactory  to the
Purchasing Member, and shall be duly executed by all Members required to execute
same in recordable form.

                                       66
<PAGE>

                                   ARTICLE XXI

               APPOINTMENT OF MANAGING MEMBER AS ATTORNEY-IN-FACT

     21.01 Appointment.  Each Member hereby irrevocably constitutes and appoints
the Managing Member as such Member's true and lawful  attorney-in-fact with full
power and  authority  in said  Member's  name,  place and stead for the  limited
purposes  of  executing,  acknowledging,  delivering,  swearing  to,  filing and
recording at the appropriate public office such documents as may be necessary or
appropriate to carry out the provisions of this Agreement, as follows:

          (i)  All certificates and other instruments (including counterparts of
               this Agreement),  and any amendment  thereof,  which the Managing
               Member deems  appropriate to qualify or continue the Company as a
               limited  liability  company  in any  jurisdiction  in  which  the
               Company may conduct business;

          (ii) All instruments  which the Managing  Member deems  appropriate to
               reflect a change or  modification  of this Agreement  approved by
               the Members in accordance with the terms of this Agreement; and

          (iii) All instruments,  documents, consents and agreements,  financing
               statements,  security  agreements,  and  continuation  statements
               which the  Managing  Member  deems  appropriate  or  necessary to
               effect and  consummate  any decision that the Managing  Member is
               authorized  to  make  under  this   Agreement  and  any  decision
               unanimously  approved  or  deemed  unanimously  approved  by  the
               Members if such approval is necessary pursuant this Agreement.

     21.02  Survival.  The  appointment by all Members of the Managing Member as
their  attorney-in-fact  shall be deemed to be a power coupled with an interest,
in recognition of the fact that each of the Members under this Agreement will be
relying upon the power of the  Managing  Member to act as  contemplated  by this
Agreement  in any filing  and other  action on behalf of the  Company  and shall
survive the bankruptcy,  death,  dissolution,  disability or incompetence of any
Member hereby giving such power or the transfer or assignment of all or any part
of the Membership Interest of such Member; provided,  however, that in the event
of the  transfer  by a  Member  of all or any part of said  Member's  Membership
Interest,  the foregoing power of attorney of a transferor  Member shall survive
such transfer only until such time as the transferee shall have been admitted to
the Company as a Member and has, among other things contained herein,  agreed to
appoint the Managing Member as its  attorney-in-fact as provided in this Article
XXI, and all required  documents and instruments  shall have been duly executed,
filed and recorded to effect such substitution.

                         [Signatures on following page]



                                       67
<PAGE>


         IN WITNESS WHEREOF, the undersigned have entered into this Agreement as
of the date and year first written above.


                                 JG GULF COAST MEMBER LLC
                                 By: /s/ Judson E. Smith
                                    --------------------------
                                      Judson E. Smith
                                      Executive Vice President

                                 CBL/GULF COAST, LLC

                                 By: CBL & Associates Limited Partnership,
                                          its sole member and chief manager

                                 By:  CBL Holdings I, Inc.,
                                          its sole general partner

                                 By:  /s/ John N. Foy
                                     -------------------------
                                      John N. Foy
                                      Vice Chairman and Chief Financial Officer


                                       68
<PAGE>






     Attached to and made a part of that certain  Amended and  Restated  Limited
Liability  Company  Agreement of JG Gulf Coast Town Center LLC,  dated as of the
date first above written.

                                    EXHIBIT A

                         Description of the Real Estate

                                       69
<PAGE>


     Attached to and made a part of that certain  Amended and  Restated  Limited
Liability  Company  Agreement of JG Gulf Coast Town Center LLC,  dated as of the
date first above written.


                                    EXHIBIT B


Members

                                            Profits           Initial Capital
Name, Address                               Interest          Contribution

JG Gulf Coast Member LLC
c/o The Richard E. Jacobs Group, Inc.       50%                        $0.00
25425 Center Ridge Road
Cleveland, Ohio 44145-4122
Attention: President
(440) 808-6903 (telefax)

with a copy to:
General Counsel
The Richard E. Jacobs Group, Inc.
25425 Center Ridge Road
Cleveland, Ohio 44145-4122
(440) 808-6903 (telefax)
------------------------------------------------------------------------------

CBL/Gulf Coast, LLC                         50%                $40,334,978.00
2030 Hamilton Place Boulevard
Suite 500, CBL Center
Chattanooga, Tennessee  37421
Attention:  Charles B. Lebovitz
(423) 490-8662 (telefax)

with a copy to:

Jeffery V. Curry, Esq.
Shumacker Witt Gaither & Whitaker, P.C.
2030 Hamilton Place Blvd.
Suite 210, CBL Center
Chattanooga, Tennessee  37421
(423) 899-1278 (telefax)

                                       70
<PAGE>


     Attached to and made a part of that certain  Amended and  Restated  Limited
Liability  Company  Agreement of JG Gulf Coast Town Center LLC,  dated as of the
date first above written.

                                    EXHIBIT C

                                 FEES TO MEMBERS


The  following  fees  shall  be paid to JG and CBL or  their  Affiliates,  as so
designated:

JG FEES

Construction  Management  Fee - for services of JG and/or its  Affiliates in the
construction management of Phase One, a Construction Management Fee of $500,000.
The Construction Management Fee shall be paid in such amount as reflected in the
Phase One Pro Forma.

CBL FEES

Construction  Management  Fee - for services of CBL and/or its Affiliates in the
construction management of Future Phases, a Construction Management Fee of three
and 34/100 percent (3.34%) of the  construction  costs set forth in the approved
Pro Forma for such Future  Phase,  plus,  as to each Future  Phase for which EMJ
serves  as  general  contractor,  a  further  fee to be  paid  to EMJ of one and
three-quarter  percent  (1.75%)  of the  construction  costs  set  forth  in the
approved Pro Forma for such Future Phase. The referenced Construction Management
Fees shall be paid as set forth in the approved Pro Forma for each Future Phase.

Management  Fee - for  services  of CBL  or  its  Affiliate  pursuant  to  CBL's
asset/financial  management responsibility for the Project, CBL or its Affiliate
shall receive an amount equal to three  percent (3%) of the "Project  Income" as
hereinafter  defined,  from the grand  opening of Phase One until the earlier of
the  termination of this Agreement or the termination of CBL or its Affiliate as
the  Property  Manager  pursuant  to  the  Property  Management  Agreement.  The
entitlement of CBL or its Affiliate to the Management Fee described herein shall
be  further  outlined  and  subject  to the  terms  of the  Property  Management
Agreement.

Leasing Fees -for services of CBL or its Affiliate pursuant to CBL's leasing
responsibility for the Project, CBL or its Affiliate shall receive the
following:

         A. With respect to each tenant who executes a renewal lease after the
         expiration of its initial lease, including the expiration of any
         options to extend such lease, which renewal lease has a term of at
         least three (3) years, an amount equal to Two Dollars ($2.00) per
         square foot of said tenant's space, payable upon the date the such
         tenant is open and paying rent;

         B. With respect to the replacement of any tenant (other than an Anchor)
         with another tenant, an amount equal to Four Dollars ($4.00) per square
         foot of said tenant's space, payable upon the date the such tenant is
         open and paying rent;

                                       1

                                       71
<PAGE>

         C. With respect to the replacement of an Anchor with another Anchor or
         replacement tenant(s) and/or upon the addition of an Anchor to a phase
         of the Project after the grand opening of such phase, an amount equal
         to Two Dollars ($2.00) per square foot of said Anchor's or replacement
         tenant(s)' space in the Project, payable (i) for leases, upon the date
         the such Anchor or replacement tenant(s) is/are open and paying rent
         and (ii) for non-lease transactions where the Anchor owns its space,
         upon the date such Anchor is open;

         D. With respect to each temporary tenant in the Project who executes an
         occupancy agreement, as defined below, an amount equal to ten percent
         (10%) of the rent generated from said occupancy agreement, payable on
         full execution of the license agreement with such licensee. The term
         "occupancy agreement" shall mean a lease or license to occupy space in
         the Project that has a term of one year or less and the term "rent"
         shall mean only the minimum annual rent and percentage rent paid by the
         tenant.

         E. With respect to each sponsorship or co-branding transaction at or
         relating to the Project (other than such sponsorship(s) with the Coca
         Cola company or other soft-drink companies and their respective
         affiliates and/or affiliated or unaffiliated bottlers regarding the
         placement of vending machines in the common areas of the Project for
         which the Members agree no sponsorship fee shall be paid by the
         Company), an amount equal to five percent (5%) of the gross revenues
         generated by such sponsorship or co-branding transaction, payable on
         full execution of the sponsorship or co-branding agreement (as to the
         portion of such gross revenues paid upon such execution) and monthly as
         to gross revenues paid during the term of such sponsorship or
         co-branding agreement.

The  entitlement  of CBL or its Affiliate to the Leasing Fees  described  herein
shall be further  outlined and subject to the terms of the  Property  Management
Agreement

Outparcel  and Pad  Sales/Lease  Fees - for services of CBL in selling or ground
leasing  Outparcels and pads, a fee of five percent (5%) of the sales price on a
sale of an  Outparcel  or pad,  payable on the  closing  of such  sale,  or five
percent  (5%) of the ground  lease value on any ground  lease of an Outparcel or
pad,  payable  one-half  (1/2) on the full  execution  of the  ground  lease and
one-half  (1/2) on the date the  ground  lessee  is open and  paying  rent.  The
"ground  lease  value"  shall be the sum of the annual  rent to be paid over the
greater of (i) ten years or (ii) term of the ground  lease (but in no event more
than twenty years).

Financing   Fee  -  for   services  of  CBL  in  the   placement   of  Permanent
Financing/Refinancing on behalf of the Company, CBL shall receive a fee equal to
twenty-five   hundredths   percent  (.25%)  of  the  amount  of  such  Permanent
Financing/Refinancing.  The  Financing  Fee shall be paid at the closing of such
Permanent Financing/Refinancing.

DEFINITIONS

"Project  Income"-  subject to the  exceptions  noted below,  shall mean (i) all
revenue derived from the Project on a cash basis,  including without limitation,
(A) all minimum rents,  (B) percentage  rents,  if any, (C) license fees paid by
licensees  and  ninety-five  percent of  sponsorship  income,  (D) receipts from
public  telephones,  storage lockers,  vending machines,  (E) stroller and other
equipment rentals, (F) advertising  revenues,  (G) gift card or gift certificate

                                       2

                                       72
<PAGE>

sales  revenues,  and (H)  interest  on tenant  security  deposits  unless  such
interest is required to be paid to such  tenants;  and (ii)  payments by tenants
for  utilities,  insurance,  real  estate  taxes,  common area  maintenance  and
operating  expenses but, with respect to such payments,  only to the extent that
there is a profit  (i.e.,  an  excess of such  payments  over the  actual  costs
paid/recovered)  generated  therefrom to the Company.  Project  Income shall not
include proceeds from the Construction Loan and Permanent Financing/Refinancing;
proceeds from settlement of fire/casualty  losses (except for such proceeds from
loss of rents insurance),  condemnation proceeds,  sales of outparcels and other
peripheral property, or items of a similar nature.

ADDITIONAL FEES, LIMITATIONS AND CERTAIN THIRD-PARTY FEES

     The  Members  may be  entitled  to other fees  pursuant to the terms of the
Property Management Agreement and any consulting  agreements or other agreements
that may be entered into  between the Company and such Member or its  Affiliates
subject to the provisions of Section 5.03 of this Agreement.

     The  Members  agree  that,  except as may be  provided in the Phase One Pro
Forma or any other approved Pro Forma, there shall be no Leasing Fees or leasing
expenses for the initial lease-up of particular phases of the Project. Likewise,
any  in-house  costs a Member  may incur  during a  Development  Period  for any
particular  phase of the Project,  including but not limited to travel costs and
personnel  costs,  shall not be  reimbursed  by the Company to such Member.  The
Members shall bear their own legal fees and other costs for the  negotiation and
entering  into of this  Agreement and the Company shall not reimburse any Member
for any costs or expenses incurred by such Member or its Affiliates prior to the
date of this Agreement.  No fee or compensation  shall be paid by the Company to
any Member or its Affiliates on the placement of any Construction  Loan.  Except
for the Construction Management Fee to be paid to JG and CBL as set forth above,
no additional fees or compensation shall be paid by the Company to any Member or
its Affiliates for the performance of construction management services.

     Except as set forth below, any fees, commissions or compensation owed to CB
Richard Ellis with respect to services rendered by CB Richard Ellis prior to the
date of the  Letter  Agreement  shall  be paid  by JG or its  Affiliates.  Fees,
commissions or compensation that are owed to a third-party broker, consultant or
similar  entity with  respect to (i) the sale of a portion of the Real Estate to
Target;  and/or (ii) the lease of a portion of the Real Estate to Staples  shall
be assumed by and paid by the Company.

3
                                       73
<PAGE>

     Attached to and made a part of that certain  Amended and  Restated  Limited
Liability  Company  Agreement of JG Gulf Coast Town Center LLC,  dated as of the
date first above written.

                                    EXHIBIT D

                               APPRAISAL PROCEDURE

     Procedure for  Appraisals.  For purposes of determining the appraised value
of the  Project  pursuant  to  this  Agreement,  the  following  procedure  (the
"Appraisal Procedure") shall be followed:

     (a) The Member  initiating  this Appraisal  Procedure  shall,  in a written
notice to the other  Members,  set forth the name,  business  address  and phone
number of an appraiser having the  qualifications set forth in Section (b) below
who has accepted  said Member's  appointment  and agreed to act as said Member's
appraiser  hereunder in  accordance  with this  Appraisal  Procedure.  The other
Members  who,  pursuant  to the  provisions  of  Section,  are  responsible  for
appointment  of  the  second  appraiser,  shall,  in a  written  notice  to  the
initiating  Member given not less than  fifteen  (15) Days after  receipt of the
said notice from the initiating Member, set forth the name, business address and
telephone number of an appraiser having the  qualifications set forth in Section
(b) below who has accepted said  Member's(s')  appointment  and agreed to act as
the second appraiser hereunder in accordance with this Appraisal Procedure.  The
two appraisers so appointed shall appoint,  and give each of the Members written
notice of the name,  business address and telephone number of, a third appraiser
having the qualifications set forth in Section (b) below.

     (b) Each appraiser shall, in all events, be independent and  disinterested.
All  appraisers  shall be members in good standing of the American  Institute of
Real Estate  Appraisers  ("AIREA") and shall have at least five years experience
in appraising  first class shopping  centers that are similar to the Project and
that are in the same  general  geographic  area as the Project.  Each  appraiser
shall appraise the Project on an "as is" basis.

     (c) (i) CBL  and  the  Accountants  shall,  promptly  upon  request  of any
appraiser appointed pursuant to the provisions of this Section, furnish all such
appraisers with any financial or other information in their possession  relative
to the Project that is reasonably requested by such appraiser.

          (ii) Each of the three appraisers, acting independently of each other,
               shall,  within  sixty  (60) Days  after  appointment  of the last
               required  appraiser,  submit to the  Members a written  appraisal
               report that has been prepared in accordance  with the  provisions
               hereof  stating his or her opinion as to the fair market value as
               of the relevant date.  After all three  appraisers have submitted
               written  appraisal  reports  as  aforesaid,  they  shall meet and
               reevaluate  their  appraisals  and,  if they  agree  on a  single
               appraised fair market value within  seventy-five  (75) Days after
               appointment of the last required appraiser, such single appraised
               fair market value shall be the Appraised fair market value of the
               Project and is hereinafter  referred to as the "Appraised Value."
               If the appraisers are unable to agree on a single  appraised fair
               market value within such seventy-five  (75) Day period,  then the
               "Appraised Value" shall be deemed to be the arithmetic average of

                                       1

                                      74
<PAGE>

               the three  appraised  fair market  values  originally  submitted,
               provided,  however,  that,  if any of the  appraised  fair market
               values are more than five  percent  (5%) greater or less than the
               median  value of the three  appraised  fair market  values,  such
               appraised  fair  market  values  shall  be  disregarded,  and the
               Appraised  Value shall be deemed to be the arithmetic  average of
               the remaining two fair market values originally  submitted,  and,
               if two of the three appraised fair market values are five percent
               (5%) greater or less than the median value of the three appraised
               fair market values,  both shall be disregarded  and the appraised
               fair market  value that is not so  disregarded  shall be taken as
               the Appraised Value. If the Appraisal Procedure is being utilized
               for purposes of establishing  the value of a Member's  Membership
               Interest,  the Appraisal Procedure shall be utilized to establish
               the  Appraised  Value of the Project,  and fifty percent (50%) of
               the  Appraised  Value of the Project shall be deemed the value of
               the Membership Interests (collectively if applicable, i.e., if JG
               has assigned a portion of its  Membership  Interest to Affiliates
               pursuant to transfers permitted by Article XVI) of JG and CBL.

          (iii) Any  determination  of appraised fair market value and Appraised
               Value pursuant to this procedure  shall, in the absence of fraud,
               bad faith,  or  collusion,  be binding  and  conclusive  upon all
               Members.

     (d) All  reasonable  costs,  expenses  and fees  relative to the  Appraisal
Procedure  shall,  in all  cases,  be the  responsibility  of  and  paid  by the
Defaulting Member in the event the Appraisal  Procedure is implemented  pursuant
to a Default and in all other cases, shall be the responsibility of the Company.

                                       2

                                       75
<PAGE>

     Attached to and made a part of that certain  Amended and  Restated  Limited
Liability  Company  Agreement of JG Gulf Coast Town Center LLC,  dated as of the
date first above written.

                                    EXHIBIT E

                               PHASE ONE PRO FORMA


                                       76
<PAGE>


     Attached to and made a part of that certain  Amended and  Restated  Limited
Liability  Company  Agreement of JG Gulf Coast Town Center LLC,  dated as of the
date first above written.

                                   EXHIBIT F-1

                               PHASE ONE SITE PLAN



                                       77
<PAGE>


     Attached to and made a part of that certain  Amended and  Restated  Limited
Liability  Company  Agreement of JG Gulf Coast Town Center LLC,  dated as of the
date first above written.

                                   EXHIBIT F-2

                               PHASE TWO SITE PLAN

This  Phase  Two Site  Plan is  indicative  of the  concept  for Phase Two to be
developed.  So long as the  buildings are  generally  within the building  areas
depicted,  do not violate any tenant leases or other  agreements  and so long as
all changes are  consistent  with the  approved  Pro Forma(s) for Phase Two, CBL
will have the right to change  the  configuration  of the  buildings  and/or the
common areas shown on this Phase Two Site Plan. It is  understood  that there is
no  obligation  to construct all of Phase Two at any one time and that Phase Two
can be constructed in one or more  sub-phases in accordance with agreed upon Pro
Forma(s).


                                       78
<PAGE>



     Attached to and made a part of that certain  Amended and  Restated  Limited
Liability  Company  Agreement of JG Gulf Coast Town Center LLC,  dated as of the
date first above written.

                                    EXHIBIT G


                          PROPERTY MANAGEMENT AGREEMENT


                                 by and between

                          JG GULF COAST TOWN CENTER LLC

                                    as Owner

                                       and


                        CBL & ASSOCIATES MANAGEMENT, INC.

                                   as Manager


                            Dated as of April 27,2005


                                       79
<PAGE>




                          PROPERTY MANAGEMENT AGREEMENT

     PROPERTY MANAGEMENT  AGREEMENT,  made as of the 27th day of April, 2005, by
and between JG GULF COAST TOWN CENTER LLC,  an Ohio  limited  liability  company
(herein referred to as the "Owner"),  and CBL & ASSOCIATES  MANAGEMENT,  INC., a
Delaware corporation (herein referred to as the "Manager").


                              W I T N E S S E T H:

     WHEREAS,  Owner owns one  hundred  percent of that  certain  parcel of real
property  and  certain  improvements  located  thereon  identified  on Exhibit A
annexed  hereto and made a part hereof  (which,  together  with all tangible and
intangible  personal  property  owned  by  Owner  located  on or in or  used  in
connection  with or  pertaining to such real  property and  improvements,  shall
hereinafter be referred to as the "Property"); and

     WHEREAS,  Owner  desires to engage  Manager  to serve as  Owner's  sole and
exclusive manager for the Property,  with the responsibility for the management,
operation,  maintenance,  leasing  and  otherwise  as herein  specified  for the
Property,  including  performing on behalf of Owner certain obligations of Owner
as lessor  under all leases for space at the  Property,  and Manager  desires to
accept such engagement,  all subject to the terms and conditions hereinafter set
forth.

     NOW, THEREFORE, for valuable consideration,  the receipt and sufficiency of
which are hereby  acknowledged,  and intending to be legally bound hereby, Owner
and Manager hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     As used herein, the following terms have the meanings set forth below:

     "Affiliate"  shall mean,  as to any  Person,  (i) any other  Person,  which
directly  or  indirectly,  through  one or  more  intermediaries,  Controls  (as
hereinafter  defined),  is Controlled by, or is under common Control with,  such
Person  and/or  (ii) any  Person,  ten  percent  (10%) or more of the  equity or
beneficial interests of which, are owned by such Person or owned by an Affiliate
of such Person who is an Affiliate pursuant to (i) above.

     "Control"  shall  mean the power,  directly  or  indirectly,  to direct the
actions,  operation  or  management  of  another  Person or  business  entity by
contract, the ownership of voting rights or otherwise.

     "Fiscal  Year" shall mean the Fiscal  Year of Owner from time to time.  The
Fiscal Year of Owner as of the date hereof is the calendar year.

                                       80
<PAGE>

     "Owner's  Limited  Liability  Company  Agreement"  shall mean that  certain
Amended and Restated Limited  Liability  Company  Agreement  entered into by and
between Owner's members, dated of even date herewith.

     "Person" shall mean an individual,  partnership, limited liability company,
corporation, trust, unincorporated association or any other legal entity.

     "Property   Documents"  shall  mean  any  (i)  reciprocal  easement  and/or
operating agreement with respect to the Property, (ii) deed of trust or mortgage
affecting  the  Property  (iii)  partnership  agreement,   operating  agreement,
shareholders agreement or similar agreement with any non-Owner affiliated Person
with respect to the Property,  (iv) Tenant  Leases,  (v) licenses  affecting the
Property, (vi) Service Contracts affecting the Property, (vii) all easements and
other  recorded and  unrecorded  agreements  affecting the Property,  (viii) all
ground leases  affecting  the Property,  (ix) all contracts for sales of pads to
Anchors;  and (x) the Owner's  Limited  Liability  Company  Agreement  (the "LLC
Agreement").

     "Service  Contracts" shall mean all written  agreements now or hereafter in
force and effect which provide for the supply of utilities  and other  services,
maintenance, repair, advertising or promotion with respect to the Property.

                                   ARTICLE II
                     APPOINTMENT AND ENGAGEMENT OF MANAGER;
                          GENERAL DUTIES AND STANDARDS

     2.1  Appointment  and  Engagement.  Subject  to the  terms  and  conditions
hereinafter set forth, Owner hereby appoints and engages Manager as its sole and
exclusive  manager for the  Property  with the sole and  exclusive  authority to
observe  and  perform on behalf of Owner the  services  and  obligations  herein
provided  with regard to the  management,  operation,  maintenance,  leasing and
other  specified  dealings  involving  the Property.  Manager,  by its execution
hereof,  does  hereby  accept  such  appointment  and  engagement  upon  and  in
accordance with the terms hereof.

     2.2 General Duties.  Manager shall perform, or shall retain and cause other
appropriate  professionals approved by Owner to perform, its duties hereunder in
a diligent manner consistent with good industry standards. Manager, on behalf of
Owner, shall implement,  or cause to be implemented,  the decisions of Owner and
shall  conduct the ordinary and usual  business  affairs of Owner as provided in
this  Agreement.  Manager  shall  provide  Owner  with the full  benefit  of the
judgment,  experience  and advice of the members of Manager's  organization  and
staff and shall  perform  services as may be  reasonably  requested  by Owner in
managing, operating,  maintaining and leasing the Property, subject to the terms
hereof.

     2.3  Status of  Parties.  In the  performance  of its  services  hereunder,
Manager  shall  be  and  act  as an  independent  contractor.  Nothing  in  this
Agreement,  or in the relationship between Owner and Manager, shall be deemed to
constitute a partnership, joint venture or any other similar relationship.

                                       81
<PAGE>

     2.4  Continuing  Standards.  Manager  shall,  in keeping with the authority
granted to Manager herein, keep Owner informed regarding the Property and manage
and operate the Property according to the terms of this Agreement.

     2.5 LLC Agreement. In performing its duties hereunder, Manager shall adhere
to the requirements of the LLC Agreement as to any items requiring the unanimous
approval of Owner's Members or the approval of any Member(s) of Owner other than
the Member that is Manager's Affiliate.

                                   ARTICLE III
                           SPECIFIC DUTIES AND RIGHTS

     3.1 Actions Authorized with Respect to Leases. (a) Manager shall perform or
cause to be  performed  all duties of Owner under  leases,  license  agreements,
concession  or other  occupancy  agreements  currently  in effect  or  hereafter
approved  by Owner (as the same may be  amended  from time to time with  Owner's
approval,  referred to individually as a "Tenant Lease" and  collectively as the
"Tenant Leases") between Owner (and any Affiliate of or  predecessor-in-interest
to Owner),  as  landlord,  and any  tenant,  licensee,  concessionaire  or other
occupant,  including,  without limitation, a temporary tenant, a Christmas store
tenant, a kiosk and/or a pushcart tenant (referred to individually as a "Tenant"
and  collectively  as the  "Tenants"),  with  respect to the  Property.  Without
limiting  the  generality  of  the  foregoing,   Manager  shall   supervise  the
performance of all of those  installations  and improvements in and to any space
leased to a Tenant and coordinate Tenant move-ins and move-outs.

     (b) Manager shall use its good faith efforts to collect all amounts payable
by Tenants to or for the account of Owner, including,  without limitation, fixed
minimum  rent  ("Fixed  Rent"),  any rent  payable to Owner by a Tenant which is
based upon a percentage  of the sales of such Tenant  ("Percentage  Rent"),  and
other escalations,  reimbursements,  settlements,  awards, fees, adjustments and
other  amounts by or due from Tenants and any sums  otherwise  accruing to Owner
from  Tenants  with  respect to the  Property on a timely  basis  (collectively,
"Rent").  Owner  hereby  authorizes  Manager to receive  and collect all Rent on
behalf of Owner.  Manager  shall serve notices of default upon Tenants and other
parties  who are in default in  performing  their  obligations  under any of the
Tenant  Leases or under any  other  Property  Documents,  and  attempt  to cause
Tenants to cure such defaults.  Owner hereby authorizes Manager, as appropriate,
to request or demand (either  orally or in writing and including,  after Manager
has used its best  efforts to collect the same,  through the use of a collection
agency  approved by Owner,  at Owner's  expense) that Tenants pay Rent.  Manager
shall pursue,  on behalf of Owner, any and all of Owner's legal remedies against
any Tenant  upon  Tenant's  default of any of the terms or  provisions  of their
Tenant Lease.

     3.2 Legal  Services.  (a) Manager does not undertake to practice law and no
provision  hereof  shall be  construed  as  requiring  Manager to provide  legal
services itself through its own or an Affiliate's  staff attorneys,  except with
respect to the negotiation and preparation of  documentation  in connection with
Tenant  Leases.  Manager may retain  outside  attorneys at Owner's  expense,  to
provide  legal  representation  to the extent  necessary  or  advisable  for the
efficient and prudent operation and management of the Property.  Said counseling


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may include,  without limitation,  preparation and negotiation of Tenant Leases,
advice on the interpretation of legal rights and duties of Owner with respect to
the Property, the proper procedure for the enforcement of Tenant Lease terms and
the protection of Owner's rights.

     (b)  Manager  has  authority,   (subject  to  applicable  insurance  policy
requirements,  third-party  consents or other similar constraints) to commence a
lawsuit in Owner's name for Owner's benefit with respect to any claim or matter.
Manager and Owner each shall  promptly  advise the other of the service on it of
any summons,  notice to appear,  subpoena or other legal process,  including any
notices,  letters,  or  other  communication  asserting  an  actual  or  alleged
liability of Owner or Manager in connection with the Property.

     3.3 Leasing  Services.  (a) Subject to Section 2.5,  Manager shall have the
exclusive  right to act as Owner's  leasing agent in connection with the leasing
of space in the Property on the terms and conditions  hereinafter  set forth. In
negotiating each Tenant Lease,  renewal,  extension,  relocation (subject to any
applicable  site  plan  limitations  or  restrictions),   expansion,  amendment,
assignment  and  termination,  Manager  shall use its best efforts to obtain the
best  available  terms for Owner to maximize for Owner the  long-term net income
from the Property.

     (b) Manager, or outside attorneys under Manager's direction,  shall prepare
the first and all subsequent drafts of all required  documentation for any lease
transaction,  including,  without  limitation,  new Tenant  Leases (with initial
drafts of leases on non-Anchor  Tenant space being on the form of lease attached
hereto as  Exhibit B (the  "Standard  Lease")  (except  in the case of  national
non-Anchor  Tenants who may require  their own form as the initial  draft of the
lease)), renewals, extensions, relocations,  expansions, amendments, assignments
and terminations through final execution.

     (c) The  terms  of  each  Tenant  Lease,  renewal,  extension,  relocation,
expansion,  amendment,  assignment and termination to be executed after the date
hereof shall be on the Standard  Lease,  except for changes to which Manager has
agreed with the  particular  Tenant and except as  provided  in the  immediately
preceding  clause  (b).  Each  Tenant  Lease,  renewal,  extension,  relocation,
expansion,  amendment, assignment and termination may be executed by Owner or by
Manager on behalf of Owner.

     (d) All prepaid Rents and security  deposits shall be maintained by Manager
in a separate bank account(s) in the name of Owner until the earlier to occur of
(i) such time as they are properly applied against the obligation(s)  covered or
secured by such prepaid Rents or security deposits or (ii) such time as Owner is
required to return such prepaid Rents and/or  security  deposits to such Tenants
which paid or deposited the same.  Without limiting Owner's other rights herein,
all prepaid Rents and security deposits shall be the property of Owner, subject,
however, to the rights therein of the Tenant which paid or deposited the same.

     (e) If any mortgage,  partnership  agreement,  operating agreement or other
Property  Document  shall  require  that any  Tenant  Lease be  approved  by the
mortgagee or  beneficiary or partner or member  thereunder or by Owner,  Owner's
Members or any other  Person,  then Manager shall use its best efforts to obtain
such approval  strictly in accordance with the requirements of such agreement or


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other  Property  Document  and  Section  2.5 hereof and no such lease shall be a
Tenant Lease unless and until approved by such Person (except to the extent such
requirements  are waived or deemed to have been waived by the Person  having the
right to approve or enforce same under any such instrument).

     (f) Manager  shall deliver or cause to be delivered to Owner a true copy of
each Tenant Lease and each renewal, extension, relocation, expansion, amendment,
assignment and termination thereof.

     (g)  Manager,  in its  discretion  but subject to Section  2.5 hereof,  may
engage or utilize the services of an outside broker or finder in connection with
any Tenant  Lease or with  respect to the  leasing  of the  Property;  provided,
however,  Manager  shall  engage such broker or finder only after such broker or
finder shall have entered into a satisfactory  written agreement.  Except as set
forth  below,  Owner  shall be  responsible  for the  payment of the  applicable
commission,  if any,  pursuant to the terms of said agreement  (with any leasing
fee otherwise  payable  under Section 8.2 hereof with respect to any  particular
Tenant Lease being  reduced by the amount of such  commission).  Notwithstanding
the foregoing,  Manager shall be  responsible  for the payment of the applicable
commission  to the outside  broker or finder,  if any,  pursuant to the terms of
said  agreement  if no leasing fee is payable  with respect to such Tenant Lease
under Section 8.2 hereof except for the payment of any  commissions  required to
be paid to such outside brokers or finders that are engaged by the Tenant if the
Manager  determines that the Tenant will not enter into the Tenant Lease without
the use of such outside broker or finder.  In the event the Tenant shall require
the use of such outside  brokers or finders,  the Owner shall be responsible for
the payment of such commissions.

     3.4 Services with Respect to Non-Tenant  Anchors.  The Owner has rights and
obligations under each reciprocal  easement and/or operating  agreement and each
other agreement  existing  between Owner and any of the department  stores which
own  parcels  of land  and/or  buildings  or parts  thereof on the  Property  or
adjacent  thereto  (the  "Non-Tenant  Anchors")  and Manager  shall  monitor the
observance and  performance of the provisions of such  agreements by the parties
thereto  and  shall  enforce  Owner's  rights  under  said   agreements,   which
enforcement shall include billing for and collecting from each of the Non-Tenant
Anchors its share of the costs incurred in the operation and  maintenance of the
common areas of the Property, if any, in accordance with such agreements. If any
of the  Non-Tenant  Anchors  shall  fail to pay or perform  any of its  material
obligations as set forth in such agreements,  Manager shall notify Owner of such
event promptly after Manager becomes aware of such failure and Manager shall use
its best efforts to enforce against such Non-Tenant Anchor all of Owner's rights
and remedies under such agreements.

     3.5  Extraordinary  Services.  Upon Owner's written request,  Manager shall
perform for  additional  compensation  or engage an  independent  contractor  to
perform  services or work other than such services or work as are required to be
performed by Manager  hereunder  (collectively,  "Extraordinary  Services").  If
Owner elects to cause Manager to perform such Extraordinary Services,  Owner and
Manager  shall  attempt in good faith to agree upon the amount and terms of such
additional compensation.



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     3.6 Access to Property by Owner.  Owner and its duly  appointed  agents and
representatives  shall have access to the  Property at all times for the purpose
of inspecting the same and for other  legitimate  purposes,  provided that Owner
shall not unreasonably  interfere with Manager's performance of its duties under
this Agreement.

     3.7  Personnel.  With respect to the  Property,  Manager  shall cause to be
hired, paid and supervised, as employees of Manager or, at Manager's election in
accordance  with Section 3.13,  as  independent  contractors,  all Persons which
Manager  reasonably  deems  necessary  to maintain  and  operate  the  Property,
including,  but not  limited  to, the  on-site  property  manager and such other
on-site  personnel.  Owner shall have no  obligation  to supervise  such Persons
directly,  and Manager shall be responsible for their activities and performance
hereunder.  Manager shall comply with all local, state and federal labor and tax
laws and regulations,  including,  without  limitation,  worker's  compensation,
social  security,   unemployment  insurance,  hours  of  labor,  wages,  working
conditions, and other employer-employee related subjects. Manager shall file all
local,  state and federal labor  payroll tax reports and other similar  reports,
and shall timely make payments of all  withholding  and other payroll taxes with
respect  to such  Persons.  Manager  shall  fully  comply  with  all  collective
bargaining agreements affecting such Persons.  Compensation and benefits paid to
employees of Manager who are  "on-site" and where such costs are included in the
then-current  Operating  Budget  shall be  reimbursed  by Owner to  Manager  and
Manager shall attempt to have such costs  included as items that are  reimbursed
by Tenants or other occupants of the Project as part of common area maintenance.

     3.8 On-Site Office.  Owner shall provide  Manager's  on-site personnel with
office space at the Property at no expense to Manager. Unless otherwise approved
by Owner,  such  office  shall be used only in  connection  with the  operation,
leasing and  management of the Property and said office space may be utilized by
Owner's  members  provided such members comply with  reasonable  requirements of
Manager  as to  confidentiality  and  controlled  access to  Manager's  computer
systems and files and such use is for conference facilities or similar uses.

     3.9 Cleaning and  Repairs.  Manager  shall keep the Property in a clean and
sightly  condition and recommend and make,  subject to the provisions of Section
3.5,  all repairs and  changes,  arrange for all  decorating,  and  purchase all
supplies,  necessary for the proper operation of the Property or the fulfillment
of Owner's  obligations  under any Property  Document or the compliance with all
Governmental Requirements.

     3.10 Insurance  Losses.  Manager shall  promptly upon  obtaining  knowledge
thereof notify Owner and Owner's  applicable  insurance  carrier of any personal
injury or property  damage  occurring to or claimed by any Tenant or third party
against Owner on or with respect to the Property,  of any fire or other casualty
causing  damage to the Property or of any other  claims made against  Owner with
respect to the Property.  Manager shall  promptly  forward to the carrier,  with
copies to Owner, any summons, subpoena, or other like legal document served upon
Manager relating to actual or alleged potential liability of Owner,  Manager, or
Property,  and in any event  such  notification  shall be given  within the time
period required in any applicable  insurance  policy. In the case of any fire or
other casualty causing material damage to the Property,  Manager shall also upon
obtaining  knowledge  thereof  immediately  give  telephonic  notice  thereof to
Owner's designated  casualty insurance carrier so that an insurance adjuster can


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view the damage before  repairs are started and complete  customary loss reports
in connection with such fire or other damage to the Property.

     3.11 Real Estate and Property Taxes. Manager shall monitor, review and keep
Owner advised with respect to real estate and property tax assessments  relating
to the Property and,  subject to the  provisions  of Section 3.5,  assist Owner,
when so  requested,  to try to reduce such  assessments  and taxes.  Manager may
engage  outside  property tax  consultants  and  certiorari  attorneys,  for the
benefit  of and at the sole  cost and  expense  of Owner to  assist  Manager  in
connection with such tax and assessment matters.

     3.12 Public  Representation.  Manager shall represent the interest of Owner
with respect to all public bodies, such as taxing,  police, fire, state, county,
township or other  municipal or public  authorities  by  notifying  Owner of all
matters of which Manager becomes aware which would have an adverse impact on the
Property and by giving  notice of any changes in  Governmental  Requirements  of
which  Manager  becomes  aware and, at the  direction  of Owner,  subject to the
provisions  of Sections  3.2,  3.5 and 3.11 and to other  applicable  provisions
hereof,  attend meetings and/or  generally  communicate  with such  governmental
entities.

     3.13  Engagement of Affiliates.  Manager may engage an Affiliate of Manager
to perform the services or work  required to be  performed  hereunder by Manager
including  specifically  the  engagement  of ERMC II,  LP, a  Tennessee  limited
partnership and its affiliates, for the provision of security and janitorial and
maintenance services provided the fees and other compensation to be paid to ERMC
II, LP and/or  its  affiliates  are  competitive  in the  market  and within the
approved Pro Forma or Operating Budget.

                                   ARTICLE IV
                            OPERATION AND MAINTENANCE

     4.1 Maintenance.  Manager,  except as otherwise provided in this Agreement,
agrees  to use its  best  efforts  in the  management,  leasing,  operation  and
maintenance of the Property. Maintenance shall include, but shall not be limited
to,  cleaning  of  areas  used  in  common  by  Tenants,  plumbing,  janitorial,
carpentry,  decorating,  roof,  parking  areas,  HVAC and  electrical  and other
mechanical systems.

     4.2 Utilities,  Services and Equipment.  On behalf of Owner,  Manager shall
enter into or renew Service  Contracts to provide the following  services to the
Property:  electricity resale, gas, steam,  landscaping,  gardening,  telephone,
fuel, oil, maintenance,  cleaning,  painting,  vermin extermination,  refuse and
snow  removal and such other  services as are  required in order to maintain and
operate the Property in accordance  with the quality  standards  established  by
Owner for the operation and rental of the Property.  Manager shall also purchase
or lease for Owner all supplies and equipment which Manager shall deem necessary
to maintain  and  operate the  Property.  All  discounts  obtained by Manager in
connection  with such purchase or lease of supplies and  equipment  shall be for
the benefit of Owner.

     4.3  Approval of  Contracts  and Other  Agreements.  Subject to Section 2.5
hereof,  Manager may enter into Service Contracts or other similar agreements on


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behalf of Owner without  Owner's  consent,  provided that each such agreement is
routinely required for the management,  operation or maintenance of the Property
and/or  relates to the provision of utility,  maintenance  or other  services to
Tenants.  Manager shall  promptly  provide  Owner with a copy of each  agreement
entered into pursuant to this Section 4.3.

     4.4  Compliance  with  Governmental  Orders.  Manager,  at Owner's cost and
expense,  shall use its best efforts to cause the  Property to be in  compliance
with  any and  all  laws,  ordinances,  codes,  rules,  regulations  and  orders
applicable  to  the  Property  promulgated  by any  federal,  state,  county  or
municipal  authority  having  jurisdiction  and the  orders of the board of fire
underwriters   or  other   similar  body  having   jurisdiction   (collectively,
"Governmental Requirements").

     4.5 Signs. Manager, at Owner's cost and expense, shall place and remove, or
cause to be placed and  removed,  such signs on the  Property  as Manager in the
exercise of its reasonable  business judgment deems appropriate,  subject to the
terms of the Property Documents and Governmental  Requirements.  Notwithstanding
the  foregoing,  upon Owner's  request,  Manager shall place or remove any signs
which Owner requests be placed or removed from the Property.


                                    ARTICLE V
                                 REPRESENTATIONS

     5.1  Owner's  Representations.  Owner  hereby  represents  and  warrants to
Manager that the following are true as of the date hereof:

     (a) Owner has the power and authority to execute and deliver this Agreement
and to perform its obligations arising under this Agreement.

     (b) To the best knowledge of Owner,  this Agreement  constitutes the legal,
valid and binding obligation of Owner, enforceable in accordance with its terms,
subject to  bankruptcy,  reorganization  and other  similar laws  affecting  the
enforcement  of  creditors'  rights  generally  and  except as may be limited by
general equitable principles.

     5.2 Manager's  Representations.  Manager hereby  represents and warrants to
Owner that the following are true as of the date hereof:

     (a)  Manager  has the power and  authority  to  execute  and  deliver  this
Agreement and to perform its obligations arising under this Agreement.

     (b) To the best knowledge of Manager, this Agreement constitutes the legal,
valid and binding  obligation of Manager,  enforceable  in  accordance  with its
terms subject to bankruptcy, reorganization and other similar laws affecting the
enforcement  of  creditors'  rights  generally  and  except as may be limited by
general equitable principles.

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                                   ARTICLE VI
                           DEPOSIT OF COLLECTIONS AND
                               PAYMENT OF EXPENSES

     6.1 Deposit of Collections.  (a) Except as may be otherwise required by the
terms  and  provisions  of any loan  agreement  or loan  document  with  Owner's
lender(s),   Owner  shall   maintain  a  separate   bank   account  or  accounts
(collectively,  the "Owner's  Account") in an Approved Bank  exclusively for the
deposit by Manager of funds of Owner received by Manager in accordance  with the
terms of this  Agreement  and the payment of Owner's  expenses  and  obligations
described  herein.  Funds of Owner  shall  not be  commingled  with any funds of
Manager.  Except as expressly  provided herein,  all monies collected by Manager
from the operation of the Property shall be deposited by Manager promptly in the
Owner's Account.

     (b)  Manager  shall  deposit  in the  Owner's  Account  all  funds of Owner
collected  or  otherwise  received  by  Manager  on behalf of Owner,  including,
without  limitation,  all  Rent  and  other  sums  for  operating,  maintaining,
repairing and providing  services to the Property which become due from Tenants,
Non-Tenant Anchors or others pursuant to the Property  Documents.  Manager shall
use the funds  deposited  in the  Owner's  Account  to pay all  expenses  of the
Property  strictly in accordance  with the terms of this  Agreement.  If Manager
determines  that there will not be  sufficient  funds in the Owner's  Account to
cover the anticipated  expenses for the Property,  Manager shall promptly notify
Owner of the amount of such  additional  funds  required and the  purpose(s) for
which such funds shall be required  and Owner shall  promptly  deposit  into the
Owner's Account an amount sufficient to pay such anticipated  expenses.  Nothing
herein shall  require  Manager to advance its own funds to pay expenses of Owner
in connection with the Property.

     6.2  Reimbursement  for  Expenses.  If Manager  shall  incur any expense or
advance its own funds  voluntarily on Owner's behalf for the  performance of any
obligation or payment of any expense authorized herein, Owner shall, upon notice
from  Manager,   promptly   reimburse   Manager   therefor,   without  interest.
Notwithstanding  the  foregoing,  nothing herein shall be construed as requiring
Manager  at any time to  advance  its own funds or to make any  expenditure  not
authorized  hereunder,  and  Owner  shall  use  its  best  efforts  (based  upon
information  furnished  to it by  Manager  reasonably  in  advance  of the  need
therefor)  to maintain  in the  Owner's  Account  amounts  sufficient  to enable
Manager to perform its duties hereunder.

                                   ARTICLE VII
                          FINANCIAL RECORDS AND REPORTS

     7.1  Inspection  and Audit of Records.  (a) Manager  shall  maintain at its
principal  place of  business,  segregated  from any  records not related to the
Property,  accurate,  complete, and separate books and records for the operation
of the Property.  If not maintained on site at the Property,  Manager shall make
available a copy of such books and records at the  Property  for purposes of any
of Owner's  Member's  right to examine,  copy,  inspect and audit such books and
records as set forth herein. Such books and records shall be maintained for each
Fiscal Year on an accrual or other basis  approved by Owner in  accordance  with
generally accepted accounting principles applied on a consistent basis from year
to year. At reasonable  times and upon reasonable  advance notice to Manager and


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at  Owner's  expense,  Owner  or  Owner's  Members  and  their  accountants  and
authorized  representatives,  shall have the right to examine,  copy and inspect
said books and records but such  rights  shall be no more than twice  during any
Fiscal Year unless Manager is in default hereunder.  Owner,  Owner's Members and
their authorized representatives, also shall have the right to conduct, at their
expense,  an audit of said books and  records  for any  Fiscal  Year at any time
during normal business hours and upon  reasonable  advance notice to Manager but
such rights shall be no more than once per Fiscal Year.

     (b) The books and records described in Section 7.1(a) shall belong to Owner
and shall be maintained  by Manager on behalf of Owner for ten (10) years.  Upon
the  expiration of said ten (10) year period,  Manager shall notify Owner of its
intention to retain or destroy such books and records.  Manager  shall turn over
such books and records to Owner unless, within thirty (30) Days after receipt of
such notice,  Owner notifies  Manager of its election not to have such books and
records be turned  over to Owner (in which case  Manager  shall be  entitled  to
destroy such books and records).

     7.2  Periodic  Reports.  Manager  shall  prepare  and  forward to Owner and
Owner's  Members the monthly  reports related to the management and operation of
the Property for the preceding  calendar month on or before the fifteenth (15th)
Day of each month. Manager shall prepare and forward to Owner such other reports
and  information as Owner  reasonably  requires which do not entail  significant
additional cost to Manager. All of the foregoing reports shall be unaudited.

                                  ARTICLE VIII
                             COMPENSATION OF MANAGER

     8.1  Management  Fee.  (a) With respect to the  Property,  unless Owner and
Manager otherwise  expressly agree to the contrary in writing,  Manager shall be
entitled  to  receive  out of the  Owner's  Account,  as  compensation  for  the
management  services  rendered by Manager pursuant to this Agreement,  an amount
equal to the sum of three percent (3%) of the Property  Income  generated by the
Property on a monthly basis.

     (b) Such management fee shall be payable monthly in arrears and in cash and
on or before the tenth (10th) calendar Day of each month during the Term hereof.

     (c) "Property  Income"- subject to the exceptions  noted below,  shall mean
(i) all revenue  derived  from the Property on a cash basis,  including  without
limitation,  (A) all minimum rents,  (B) percentage  rents,  if any, (C) license
fees paid by  licensees  and  ninety-five  percent of  sponsorship  income,  (D)
receipts from public telephones, storage lockers, vending machines, (E) stroller
and other equipment  rentals,  (F) advertising  revenues,  (G) gift card or gift
certificate sales revenues,  and (H) interest on tenant security deposits unless
such  interest  is  required to be paid to such  tenants;  and (ii)  payments by
tenants for utilities, insurance, real estate taxes, common area maintenance and
operating  expenses but, with respect to such payments,  only to the extent that
there is a profit  (i.e.,  an  excess of such  payments  over the  actual  costs
paid/recovered)  generated  therefrom  to the Owner.  Property  Income shall not
include proceeds from the Construction Loan and Permanent Financing/Refinancing;


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proceeds from settlement of fire/casualty  losses (except for such proceeds from
loss of rents insurance),  condemnation proceeds,  sales of outparcels and other
peripheral property, or items of a similar nature.

     8.2 Leasing  Fees With  respect to the  Property,  unless Owner and Manager
otherwise expressly agree to the contrary in writing,  Manager shall be entitled
to receive out of the Owner's Account,  as compensation for the leasing services
rendered  by Manager  pursuant  to this  Agreement,  Manager  shall  receive the
following:

     A. With  respect to each  tenant who  executes  a renewal  lease  after the
     expiration of its initial lease, including the expiration of any options to
     extend such  lease,  which  renewal  lease has a term of at least three (3)
     years,  an amount  equal to Two  Dollars  ($2.00)  per square  foot of said
     tenant's  space,  payable  upon the date the such tenant is open and paying
     rent;

     B. With  respect to the  replacement  of any tenant  (other than an Anchor)
     with another  tenant,  an amount  equal to Four Dollars  ($4.00) per square
     foot of said tenant's space,  payable upon the date the such tenant is open
     and paying rent;

     C. With  respect to the  replacement  of an Anchor with  another  Anchor or
     replacement  tenant(s)  and/or upon the addition of an Anchor to a phase of
     the Project after the grand  opening of such phase,  an amount equal to Two
     Dollars ($2.00) per square foot of said Anchor's or replacement  tenant(s)'
     space in the Project, payable (i) for leases, upon the date the such Anchor
     or replacement tenant(s) is/are open and paying rent and (ii) for non-lease
     transactions  where the Anchor owns its space, upon the date such Anchor is
     open;

     D. With  respect to each  temporary  tenant in the Project who  executes an
     occupancy agreement, as defined below, an amount equal to ten percent (10%)
     of the rent  generated  from  said  occupancy  agreement,  payable  on full
     execution of the license agreement with such licensee.  The term "occupancy
     agreement"  shall mean a lease or license  to occupy  space in the  Project
     that has a term of one year or less and the term "rent" shall mean only the
     minimum annual rent and percentage rent paid by the tenant.

     E. With  respect  to each  sponsorship  or  co-branding  transaction  at or
     relating to the Project (other than such  sponsorship(s) with the Coca Cola
     company  or other  soft-drink  companies  and their  respective  affiliates
     and/or  affiliated  or  unaffiliated  bottlers  regarding  the placement of
     vending  machines in the common  areas of the Project for which the Members
     agree no sponsorship fee shall be paid by the Company),  an amount equal to
     five percent (5%) of the gross  revenues  generated by such  sponsorship or
     co-branding  transaction,  payable on full execution of the  sponsorship or
     co-branding  agreement (as to the portion of such gross  revenues paid upon
     such  execution)  and monthly as to gross  revenues paid during the term of
     such sponsorship or co-branding agreement.


Outparcel  and Pad  Sales/Lease  Fees - for  services  of  Manager in selling or
ground  leasing  Outparcels  and pads,  a fee of five  percent (5%) of the sales


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price on a sale of an Outparcel or pad,  payable on the closing of such sale, or
five  percent (5%) of the ground lease value on any ground lease of an Outparcel
or pad,  payable  one-half  (1/2) on the full  execution of the ground lease and
one-half  (1/2) on the date the  ground  lessee  is open and  paying  rent.  The
"ground  lease  value"  shall be the sum of the annual  rent to be paid over the
greater of (i) ten years or (ii) term of the ground  lease (but in no event more
than twenty years).

                                   ARTICLE IX
                                    INSURANCE

     9.1 Insurance Requirements. (a) Manager shall cooperate with and assist the
Managing Member of Owner in obtaining insurance for the Property but Owner shall
obtain such insurance.  Such insurance shall include fire and extended coverage,
comprehensive liability and rental insurance, workers' compensation insurance as
required by law and employee fidelity  insurance,  all at Owner's expense.  Such
insurance  policies shall name Owner as an additional  insured or loss payee, as
the case may be.

     (b) Each such policy shall contain an  endorsement  requiring not less than
thirty (30) Days' written notice from the insurance company to Manager and Owner
before  cancellation  or  change  in the  coverage,  scope or amount of any such
policy.  Within  thirty  (30) Days  after the date  hereof,  and within ten (10)
business  Days after the date of the  issuance of any  renewal,  replacement  or
additional insurance policies,  Manager shall provide Owner with certificates of
insurance evidencing the types and amounts of coverage in force and the names of
all insureds under each policy and any additional information in connection with
said  insurance  as  Owner  may  reasonably  request.   Manager  shall  promptly
investigate  and,  to the  extent  the amount in issue is or may be in excess of
Twenty-Five  Thousand  Dollars  ($25,000),  deliver  a  written  report to Owner
concerning  all  accidents  or claims  for  damage  relating  to the  ownership,
operation or maintenance of the Property,  including any occurrences of personal
injury or property damage at the Property,  shall obtain  estimates for the cost
of any repairs  necessary,  and shall  cooperate with and deliver reports to all
insurers in connection with such accidents and claims.  Owner and Manager hereby
agree that,  except to the extent otherwise  specifically  provided herein,  the
insurance  required  hereunder  may be provided in the form of general  coverage
floater, master or blanket policies covering the Property.


                                    ARTICLE X
                         TERM, RENEWALS AND CANCELLATION

     10.1  Effective  Date.  This Agreement  shall become  effective on the date
hereof.

     10.2 Term.  This Agreement shall have an initial term ending on the earlier
of (i) the date that no Affiliate of Manager owns an interest in Owner; (ii) the
date that CBL is no longer  Managing  Member of Owner;  (iii) upon any  material
breach of this Agreement by Manager, if such breach is not cured, as to monetary
breaches,  within thirty (30) Days, and, as to any other breaches,  within sixty
(60) Days, of Manager's  receipt of written  notice of such breach from Owner or
any Member of Owner; or (iv) December 31, 2054.  Manager and Owner may terminate
this Agreement at any time on mutual agreement in writing.  Manager agrees that,


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at Owner's request or the request of any Member of Owner following a termination
of this  Agreement,  Manager  shall remain in the position of Manager  under the
terms of this  Agreement for a period not to exceed  ninety (90) Days  following
such termination in order to facilitate a transition of the management duties to
a new manager. During such period, the terms of this Agreement shall continue to
apply to Owner and to Manager and Manager  shall  continue to be entitled to the
compensation  provided  hereunder for such period.  On any  termination  of this
Agreement,  Manager and Manager's Affiliates  (including but not limited to ERMC
II, LP, a Tennessee  limited  partnership and its  Affiliates)  shall be removed
from any notes,  bonds,  surety  bonds or  obligations  or similar  items and if
removal is not possible or practical,  the Owner shall indemnify  Manager and/or
its Affiliates if they remain subject to such notes,  bonds,  surety obligations
or similar items.

                                   ARTICLE XI
                                 INDEMNIFICATION

     11.1  Indemnification  by Owner.  Owner  shall  indemnify,  defend and hold
Manager and its officers, employees, agents, shareholders, members, partners and
directors  harmless from all  obligations,  losses,  damages (other than special
damages, including, without limitation, diminution of value of the Property, and
punitive  damages),  liabilities,   expenses  and  costs,  including  reasonable
attorneys  fees and  disbursements  (collectively,  "Losses"),  attributable  to
claims  made  against  the  Manager  by third  parties  during  the term of this
Agreement on account of or in connection  with Manager's  position as Manager or
Manager's  good faith  performance  of its  obligations  under this Agreement in
accordance  with the terms hereof or  Manager's  good faith  performance  of any
duties  undertaken  at the express  direction  of Owner in  connection  with the
Property or in connection with this Agreement.

     11.2 Indemnification by Manager.  Manager shall indemnify,  defend and hold
Owner and its officers,  employees, agents, shareholders,  members, partners and
directors harmless from all Losses  attributable to claims made against Owner by
third parties  during the term of this  Agreement on account of or in connection
with  Manager's  gross  negligence or willful  misconduct in the  performance or
non-performance  of Manager's  obligations  under this Agreement,  except to the
extent that such Losses  relate to any action  undertaken or omitted to be taken
at the  express  direction  of  Owner in  connection  with  the  Property  or in
connection with this Agreement.

     11.3 Survival.  The foregoing  indemnities  shall survive any expiration or
termination  of this  Agreement  as to any such Claims  arising out of any event
occurring prior to the expiration or termination of this Agreement.

                                   ARTICLE XII
                               GENERAL PROVISIONS

     12.1  Assignability.  (a) Owner may not sell, assign,  delegate,  transfer,
convey,  or  encumber  (each,  a  "Transfer")  all or a portion of its rights or
duties under this Agreement without Manager's prior consent.



                                       92
<PAGE>

     (b) Except for a Transfer to an entity (i) more than fifty percent (50%) of
the  outstanding  stock of which or (ii) more than  fifty  percent  (50%) of the
beneficial interests in which is owned and controlled by or under common control
with  Manager,  Manager  shall not  Transfer  its  rights or duties  under  this
Agreement  with  respect to the Property or permit same to occur by operation of
law without the prior written consent of Owner.

     12.2   Successors   and   Assigns.   The  terms,   covenants,   agreements,
representations  and warranties  contained  herein shall inure to the benefit of
the respective  permitted successors and assigns of the parties hereto and their
constituent entities and shall be binding upon all successors and assigns of the
parties hereto.

     12.3 Entire  Agreement;  Construction.  This  Agreement,  together with the
Exhibits  attached hereto,  constitutes the entire  agreement  between Owner and
Manager relating to the Property and, except to the extent  otherwise  expressly
provided   herein,   supersedes   all   previous   contracts,   agreements   and
understandings of the parties, either oral or written, relating to the Property.
This Agreement shall be construed and interpreted  without the aid of any canon,
custom or rule of law  requiring  construction  against the party  causing  this
Agreement to be drafted. In addition,  all parties hereto acknowledge that their
respective  counsel have  participated  in the preparation of this Agreement and
that,  therefore,  in the event of any ambiguity in, or controversy with respect
to the  meaning  of,  any term or  provision  contained  in this  Agreement,  no
presumption  shall exist against any party's  interpretation  of this  Agreement
solely  by  reason  of  such  party's  or  its  counsel's  participation  in the
preparation of this Agreement. No implications or inferences shall be drawn from
the deletion from the terms and provisions of this Agreement of any of the terms
or provisions contained in any unexecuted drafts of this Agreement.

     12.4  Governing  Jurisdiction.  This  Agreement  shall be  governed  by and
construed under the laws of the State wherein the Property is located.

     12.5  Attorneys'  Fees. In the event of any  controversy,  claim or dispute
between the parties  hereto,  arising out of or relating to the  interpretation,
enforcement or breach of this Agreement,  the prevailing party shall be entitled
to recover from the losing party its reasonable  expenses,  attorneys'  fees and
costs  incurred in connection  with said  controversy,  claim or dispute,  which
costs,  expenses and attorneys' fees shall be included in and made a part of any
final  judgment,  after  exhaustion  of any  appeals  taken,  rendered  in  such
litigation.

     12.6  Notices.  All  notices,  elections,  offers,  acceptances,   demands,
consents, approvals,  communications and reports (each, a "Notice") provided for
in this Agreement or given in connection with this Agreement shall be in writing
and shall be given to Owner or Manager at the  addresses  set forth  below or at
such other addresses as Owner or Manager may hereafter  specify in writing given
in accordance  with this Section 12.6 not less than five (5) business Days prior
to the giving of any notice under this Agreement:

                                       93
<PAGE>



                  (a) Owner:

                           JG Gulf Coast Town Center LLC 2030 Hamilton Place
                           Boulevard Suite 500, CBL Center Chattanooga,
                           Tennessee 37421 Attention: Charles B. Lebovitz (423)
                           490-8662 (telefax)

                           with a copy to:

                           JG Gulf Coast Member LLC
                           c/o The Richard E. Jacobs Group, Inc.
                           25425 Center Ridge Road
                           Cleveland, Ohio 44145-4122
                           Attention: General Counsel
                           (440) 808-6903 (telefax)

                           and also to:

                           Jeffery V. Curry, Esq.
                           Shumacker Witt Gaither & Whitaker, P.C.
                           2030 Hamilton Place Blvd.
                           Suite 210, CBL Center
                           Chattanooga, Tennessee  37421
                           (423) 899-1278 (telefax)

                  (b) Manager:

                           CBL & Associates Management, Inc.
                           2030 Hamilton Place Boulevard
                           Suite 500, CBL Center
                           Chattanooga, Tennessee  37421
                           Attention: Senior Vice President - Mall Management
                           (423) 490-8663 (telefax)

                           with a copy to:

                           Jeffery V. Curry, Esq.
                           Shumacker Witt Gaither & Whitaker, P.C.
                           2030 Hamilton Place Blvd.
                           Suite 210, CBL Center
                           Chattanooga, Tennessee  37421
                           (423) 899-1278 (telefax)

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<PAGE>

                           and also to:

                           JG Gulf Coast Member LLC
                           c/o The Richard E. Jacobs Group, Inc.
                           25425 Center Ridge Road
                           Cleveland, Ohio 44145-4122
                           Attention: General Counsel
                           (440) 808-6903 (telefax)


Notices shall be personally delivered, sent by a nationally recognized overnight
courier  delivery  service or mailed by United  States  registered  or certified
mail, return receipt requested,  postage or delivery fee prepaid, deposited in a
United  States post  office or a  depository  for the receipt of mail  regularly
maintained  by the post office.  If personally  delivered  then Notices shall be
effective  when  received as evidenced  by  affidavit of the Person  making such
delivery,  if sent by overnight  courier  delivery service then Notices shall be
deemed to have been received by the addressee on the next business Day following
the date so sent, and if mailed,  then Notices or other  communication  shall be
deemed to have been  received by the addressee on the date received as evidenced
by the return receipt. The inability to make delivery because of changed address
of which no notice  was given or by reason of  rejection  or  refusal  to accept
delivery  of any  Notice  shall be deemed to be  receipt of the Notice as of the
date of such inability to deliver or rejection or refusal to accept.

     12.7 No  Waiver.  The  failure  of Owner or  Manager  to seek  redress  for
violation, or to insist upon the strict performance of any covenant,  agreement,
provision or condition of this Agreement  shall not constitute a waiver thereof,
and Owner and Manager shall have all remedies  provided herein and by applicable
law with respect to the same or any subsequent  act which would have  originally
constituted  a violation.  Except for the deemed  approvals  expressly  provided
herein, no waiver of any provision hereof shall be binding unless in writing and
signed by the party waiving such provision.

     12.8  Approvals.  Whenever an approval,  concurrence or agreement is sought
from either party pursuant to the terms of this Agreement,  the requesting party
shall  transmit  in  writing  to the  other  party  its  request  for  approval,
concurrence  or  agreement,  and  shall  attach  to each  such  transmittal  the
information, documentation and relevant facts necessary or appropriate to permit
consideration  of the matter for which  approval,  concurrence  or  agreement is
sought.

     12.9 Further  Assurances.  Each party  shall,  at any time and from time to
time,   execute,   acknowledge   where  appropriate  and  deliver  such  further
instruments  and  documents  and take such  other  action  as may be  reasonably
requested by a party hereto in order to carry out the intent and purpose of this
Agreement,  in each case,  unless otherwise  provided herein,  at the requesting
party's  expense,  and  provide  that no party  shall be  required  to incur any
unreimbursed  expense or incur any  liability  or  obligation  not  contemplated
hereby  or  which  would  otherwise   materially  adversely  affect  its  rights
hereunder.

     12.10 Rights Cumulative.  Except as otherwise expressly provided herein, no
remedy  conferred  upon a party in this Agreement is intended to be exclusive of


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<PAGE>

any other remedy provided or permitted  herein or by law or in equity,  but each
shall be  cumulative  and shall be in addition to every  other  remedy  provided
herein or now or hereafter existing at law or in equity.

     12.11 No  Third-Party  Beneficiary.  This  Agreement  is  intended  for the
exclusive  benefit of the parties  hereto  and,  except as  otherwise  expressly
provided  herein,  shall not be for the  benefit  of,  and shall not  create any
rights in, claims by or be enforceable by, any other Person  including,  but not
limited to, any Tenant, any invitee or any Person who may come upon the Property
or who may be injured or damaged as the result of any condition, event or set of
circumstances existing on the Property or emanating from the Property.

     12.12  No  Oral   Modification.   This   Agreement  may  not  be  modified,
supplemented  or  terminated,  nor may  any of the  obligations  of the  parties
hereunder be waived, except by an instrument executed by the parties hereto.

     12.13 Headings.  The table of contents and the headings and captions of the
various  articles and sections of this  Agreement  have been  inserted  only for
purposes of convenience,  are not part of this Agreement and shall not be deemed
in any manner to modify,  explain,  expand or restrict any of the  provisions of
this Agreement.

     12.14  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which when so executed and  delivered  shall be deemed an
original,  but all of which taken together shall constitute but one and the same
original.

     12.15 References.  Whenever the terms "this Agreement," "hereof," "herein,"
"hereto,"  "hereunder" or "hereby" are used, such terms shall include, and shall
be deemed  to  include,  this  Agreement  and all of the  Exhibits  hereto.  All
personal pronouns used in this Agreement, whether in the masculine,  feminine or
neuter  gender,  shall be deemed to  include,  and to refer  also to,  all other
genders; all references in the singular shall be deemed to include, and to refer
also to, the plural,  and vice versa. The use of the term  "including"  shall be
deemed to mean  "including,  without  limitation,"  whether or not  expressly so
stated.


                        [Signatures follow on next page]


                                       96
<PAGE>




                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.

                          OWNER:

                          JG GULF COAST TOWN CENTER LLC

                          By: CBL/Gulf Coast, LLC
                              its Managing Member

                          By:  CBL & Associates Limited Partnership,
                               its sole member and chief manager

                          By:  CBL Holdings I, Inc., its sole
                               general partner

                          By:  /s/ John N. Foy
                                _______________________________
                                   John N. Foy
                                Vice Chairman and Chief Financial Officer

                          MANAGER:

                          CBL & ASSOCIATES MANAGEMENT, INC.

                          By:   /s/ John N. Foy
                                _______________________________
                                   John N. Foy
                                Vice Chairman and Chief Financial Officer



                                       97
<PAGE>


                                    Exhibit A

                                  The Property

Those certain tracts or parcels of land to be known as "Gulf Coast Town Center"
located in Lee County, Florida.

                                       98
<PAGE>
                                    Exhibit B

                            Form of Non-Anchor Lease


                                       99
<PAGE>


     Attached to and made a part of that certain  Amended and  Restated  Limited
Liability  Company  Agreement of JG Gulf Coast Town Center LLC,  dated as of the
date first above written.

                                    EXHIBIT H

                         PHASE ONE DEVELOPMENT SCHEDULE


                                      100
<PAGE>

Attached  to and  made a part of  that  certain  Amended  and  Restated  Limited
Liability  Company  Agreement of JG Gulf Coast Town Center LLC,  dated as of the
date first above written.

                                    EXHIBIT I

                                   Tax Matters

     This Exhibit is attached to and is a part of the Operating  Agreement  (the
"Agreement")  of the  Company.  The  provisions  of this Exhibit are intended to
comply  with the  requirements  of Treas.  Reg.  1.704-1(b)(2)  and Treas.  Reg.
1.704-2 with  respect to  partnership  allocations  and  maintenance  of capital
accounts, and shall be interpreted and applied accordingly.

                                   ARTICLE I

                                   Definitions

     1.01.  Definitions.  For purposes of this Exhibit,  the  capitalized  terms
listed below shall have the meanings indicated.

     -  "Account  Reduction  Item"  means any  reasonably  expected  adjustment,
allocation,  or distribution  described in Treas. Reg.  1.704-1(b)(2)(ii)(d)(4),
(5), or (6), other than a Nonrecourse Distribution.

     - "Adjusted  Fair Market  Value" of an item of Company  property  means the
greater of (i) the fair market value of such  property or (ii) the amount of any
nonrecourse indebtedness to which such property is subject within the meaning of
Section 7701(g) of the Code.

     - "Applicable  Federal Rate" means the  applicable  Federal rate within the
meaning of Section 1274(d) of the Code.

     - "Capital  Account"  means the capital  account of a Member  maintained in
accordance with ARTICLE II of this Exhibit to the Agreement.

     - "Code" means the Internal Revenue Code of 1986, as amended. References to
specific  sections  of the  Code  shall  be  deemed  to  include  references  to
corresponding provisions of succeeding Internal Revenue law.

     - "Company Minimum Gain" means partnership minimum gain determined pursuant
to Treas. Reg. 1.704-2(d).

     - "Excess Deficit  Balance" means the amount,  if any, by which the balance
in a Member's Capital Account as of the end of the relevant taxable year is more
negative than the amount,  if any, of such negative  balance that such Member is
obligated to restore to the Company or is treated as obligated to restore to the
Company   pursuant   to  Treas.   Reg.   1.704-1(b)(2)(ii)(c)   ,  Treas.   Reg.
1.704-1(b)(2)(ii)(h),  Treas. Reg. 1.704-2(g)(1),  or Treas. Reg. 1.704-2(i)(5).
Solely for  purposes  of  computing  a Member's  Excess  Deficit  Balance,  such

                                       1

                                      101
<PAGE>

Member's Capital Account shall be reduced by the amount of any Account Reduction
Items that are reasonably expected as of the end of such taxable year.

     - "Excess  Nonrecourse  Liabilities"  means the excess of (i) the Company's
aggregate  Nonrecourse  Liabilities  over  (ii)  the  aggregate  amount  of such
Nonrecourse  Liabilities  allocable  to the  Members  pursuant  to  Treas.  Reg.
1.752-3(a)(1)  (relating to the  Members'  shares of Company  Minimum  Gain) and
Treas. Reg. 1.752-3(a)(2) (relating to allocations of taxable gain under Section
4.02 of this Exhibit).

     - "Investment  Credit" means the investment credit determined under Section
46(a) of the Code.

     - "Member" has the meaning set forth in the Agreement.

     - "Minimum  Gain"  means,  collectively,  Company  Minimum  Gain and Member
Nonrecourse Debt Minimum Gain.

     -  "Nonrecourse  Distribution"  means a  distribution  to a Member  that is
allocable to a net  increase in Company  Minimum  Gain  pursuant to Treas.  Reg.
1.704-2(h)  or to a net increase in such  Member's  share of Member  Nonrecourse
Debt Minimum Gain pursuant to Treas. Reg. 1.704-2(i)(5) and (6).

     - "Nonrecourse  Liability" means any Company liability (or portion thereof)
which  is  a   nonrecourse   liability   within  the  meaning  of  Treas.   Reg.
1.704-2(b)(3).

     - "Nontradable  Note" means a promissory note that is not readily  tradable
on an established securities market.

     -  "Partner  Nonrecourse  Debt"  means any  nonrecourse  debt of the Member
within the meaning of Treas. Reg. 1.704-2(b)(4).

     - "Partner Nonrecourse  Deduction" means any item of Book loss or deduction
that is  attributable  to a Partner  Nonrecourse  Debt  pursuant to Treas.  Reg.
1.704-2(i)(1) and 1.704-2(i)(2).

     - "Partner  Nonrecourse Debt Minimum Gain" means minimum gain  attributable
to Partner Nonrecourse Debt pursuant to Treas. Reg. 1.704-2(i).

     - "Recourse  Debt" means any recourse  liability of the Company  within the
meaning of Treas. Reg. 1.752-1(a)(1).

     - "Revaluation  Event" means (i) a liquidation  of the Company  (within the
meaning of Treas. Reg. 1.704-1(b)(2)(ii)(g),  (ii) a contribution of more than a
de minimis amount of money or other property to the Company by a new or existing
Member,  or (iii) a  distribution  of more than a de minimis  amount of money or
other property to a retiring or continuing Member, in each case as consideration
for an interest in the Company.

                                       2

                                      102
<PAGE>

     -  "Treasury  Regulation"  or "Treas.  Reg." means the  temporary  or final
regulation(s)  promulgated  pursuant  to the  Code  by  U.S.  Department  of the
Treasury, as amended, and any successor regulation(s).

                                   ARTICLE II

                                CAPITAL ACCOUNTS

     2.01.  Maintenance.  A single Capital  Account shall be maintained for each
Member in the manner set forth in this Article II.

     2.02. Net Profits and Net Losses.

     (a)  The  Net  Profits  and Net  Losses  of the  Company  for  purposes  of
determining  allocations  to the  Capital  Accounts  of  the  Members  shall  be
determined  in the same manner as set forth in the  definition  of "Net Profits"
and "Net Losses" in Section 1.01 of the Agreement.

     (b) For  purposes of Section  2.02(a),  in the event that the book value of
any item of Company  property differs from its tax adjusted basis, the amount of
book depreciation,  depletion, or amortization for a period with respect to such
property shall be computed so as to bear the same relationship to the book value
of such property as the depreciation,  depletion,  or amortization  computed for
tax purposes with respect to such property for such period bears to the adjusted
tax basis of such property.  If the adjusted tax basis of such property is zero,
the depreciation, depletion, or amortization with respect to such property shall
be computed by using any reasonable method selected by the Company.

     2.03. Positive  Adjustments.  Each Member's Capital Account shall from time
to time be increased by:

     (a)  the  amount  of  money  contributed  by  such  Member  to the  Company
(including  the  amount of any  Company  liabilities  which the  Member  assumes
(within  the  meaning  of  Treas.  Reg.   1.704-1(b)(2)(iv)(c))   but  excluding
liabilities  assumed in connection with the distribution of Company property and
excluding  increases in such Member's share of Company  liabilities  pursuant to
Section 752 of the Code);

     (b) except as otherwise provided by Section 2.07 of this Exhibit,  the fair
market value of property  contributed  by such Member to the Company (net of any
liabilities secured by such property that the Company is considered to assume or
take subject to under Section 752 of the Code);

     (c) allocations to such Member of Company Net Profits (or items thereof);

     (d) upon the occurrence of a Revaluation  Event,  the Net Profits (or items
thereof),  if any, that would have been  allocated to each Member if all Company
property had been sold at its Adjusted  Fair Market Value  immediately  prior to
the Revaluation  Event, but only to the extent not already  reflected in Capital
Accounts; and
                                       3

                                      103
<PAGE>

     (e)  upon  the   distribution  of  Company   property  to  a  Member  under
circumstances  not  constituting a Revaluation  Event, the Net Profits (or items
thereof),  if any, that would have been allocated to such Member if such Company
property had been sold at its Adjusted  Fair Market Value  immediately  prior to
the  distribution,  but only to the  extent  not  already  reflected  in Capital
Accounts.

     2.04. Negative  Adjustments.  Each Member's Capital Account shall from time
to time be reduced by:

     (a)  the  amount  of  money  distributed  to  such  Member  by the  Company
(including  the amount of such  Member's  individual  liabilities  for which the
Company  becomes  personally  and  primarily  liable but  excluding  liabilities
assumed in  connection  with the  contribution  of  property  to the Company and
excluding  decreases in such Member's share of Company  liabilities  pursuant to
Section 752 of the Code);

     (b) except as otherwise provided by Section 2.07 of this Exhibit,  the fair
market value of property  distributed  to such Member by the Company (net of any
liabilities secured by such property that such Member is considered to assume or
take subject to under Section 752 of the Code);

     (c)  allocations  to such  Member  of  non-deductible  expenditures  of the
Company  that  are  described  in  Section  705(a)(2)(B)  of  the  Code,  and of
organization and syndication  expenditures  and disallowed  losses to the extent
that  such   expenditures   or  losses  are  treated  as  Section   705(a)(2)(B)
expenditures pursuant to Treas. Reg. 1.704-1(b)(2)(iv)(i);

     (d) allocations to such Member of Company Net Losses (or items thereof);

     (e) upon the  occurrence of a Revaluation  Event,  the Net Losses (or items
thereof),  if any, that would have been  allocated to such Member if all Company
property had been sold at its Adjusted  Fair Market Value  immediately  prior to
the Revaluation  Event, but only to the extent not already  reflected in Capital
Accounts; and

     (f) upon the  distribution  of Company  property  under  circumstances  not
constituting a Revaluation  Event,  the Net Losses (or items  thereof),  if any,
that would have been allocated to such Member if such Company  property had been
sold at its Adjusted Fair Market Value  immediately  prior to the  distribution,
but only to the extent not already reflected in Capital Accounts.

     2.05.  Determination  of  Balances.  Except as  otherwise  provided in this
Exhibit,  whenever it is  necessary  to  determine  the  Capital  Account of any
Member,  the Capital  Account of that Member  shall be  determined  after giving
effect to all  allocations  of Net Profits and Net Losses of the Company for the
current year (including a portion thereof) as well as all distributions for such
year in respect of transactions effected prior to the date such determination is
to be made.

                                       4

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     2.06. Revaluation of Company Property.

     (a) Upon the occurrence of a Revaluation  Event,  Company property (whether
tangible or  intangible)  shall be  revalued,  and the  Capital  Accounts of the
Members  shall be adjusted in accordance  with  Sections  2.03(d) and 2.04(e) of
this  Exhibit,  to reflect the Adjusted  Fair Market  Value of Company  property
immediately prior to the Revaluation Event.

     (b)  Upon  the   distribution  of  Company   property  to  a  Member  under
circumstances  not  constituting  a Revaluation  Event,  such property  shall be
revalued, and the Capital Account of each Member shall be adjusted in accordance
with Sections 2.03(e) and 2.04(f) of this Exhibit,  to reflect the Adjusted Fair
Market  Value  of such  property  immediately  prior to such  distribution.  The
Capital Account of the Member receiving such distribution shall then be adjusted
in accordance with Section 2.04(b) of this Exhibit to reflect such distribution.

     (c) In the  event  that the  adjusted  tax  basis of  Company  property  is
increased  or  decreased  under  Section  732,  734,  or  743  of  the  Code,  a
corresponding  adjustment  shall be made to the value of  Company  assets to the
extent that such increase or decrease is reflected in Capital Accounts  pursuant
to Section 2.09 of this Exhibit.

     2.07. Promissory Notes.

     (a) In the event that a Member  contributes  to the  Company a  Nontradable
Note of which  such  Member is the  maker,  such note  shall not be  treated  as
contributed  property  for  purposes of Section  2.03(b) of this  Exhibit.  Such
Member's  Capital  Account will be increased with respect to such note only when
there is a taxable  disposition  of such note by the Company or when such Member
makes principal payments on such note.

     (b) In the event that the  Company  distributes  to a Member a  Nontradable
Note of which the  Company is the maker,  then except as  otherwise  provided in
Section  2.07(c)  or (d) of this  Exhibit,  such note  shall not be  treated  as
distributed  property  for  purposes of Section  2.04(b) of this  Exhibit.  Such
Member's  Capital  Account will be decreased with respect to such note only when
there is a taxable  disposition  of such note by such Member or when the Company
makes principal payments on such note.

     (c) Section  2.07(b) of this Exhibit shall not apply to any negotiable note
(of which the  Company is the maker)  distributed  by the Company to a Member in
liquidation  of the Company or of such Member's  interest in the Company if such
distribution is made not later than the later of (i) the end of the taxable year
in which such liquidation occurs, or (ii) a date which is ninety (90) Days after
the date of such  liquidation.  If such note bears  interest at no less than the
Applicable  Federal  Rate at the time of  distribution,  such  Member's  Capital
Account  shall be  reduced  by the  outstanding  principal  amount of such note;
otherwise  such  Member's  Capital  Account  shall be reduced by the fair market
value of such note at the time of distribution.

     (d) In the event that the Company distributes to a Member a negotiable note
to which  Section  2.07(b)  of this  Exhibit  applies,  and the  Company or such
Member's  interest in the Company is subsequently  liquidated at a time when all
or a portion  of such note  remains  unsatisfied,  then  such  Member's  Capital
Account shall be reduced as follows: if such note bears interest at no less than
the  Applicable  Federal  Rate at the time of such  liquidation,  such  Member's

                                       5

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Capital  Account shall be reduced by the outstanding  principal  balance of such
note;  otherwise  such  Member's  Capital  Account  shall be reduced by the fair
market value of such note at the time of such liquidation.

     2.08.  Adjustments for Investment  Credit  Property.  In the event that the
adjusted tax basis for federal income tax purposes of Company  Investment Credit
property is reduced or increased,  the Capital  Accounts of the Members shall be
adjusted in the manner set forth in Treas. Reg. 1.704-1(b)(2)(iv)(i).

     2.09. Section 754 Elective Adjustments.  In the event that the adjusted tax
basis of Company  property is adjusted  under  Section  732,  734, or 743 of the
Code,  the  Capital  Accounts  of the  Members  shall be  adjusted to the extent
required by Treas. Reg. 1.704-1(b)(2)(iv)(m).

     2.10.  Additional Capital Account  Adjustments.  The Company shall make any
further adjustments to Capital Accounts that may be necessary in order to comply
with the rules set forth in Treas. Reg.  1.704-1(b)(2)(iv)  as it may be amended
from time to time.  If the  provisions  of this  Exhibit and the rules of Treas.
Reg.  1.704-1(b)(2)(iv)  fail to provide guidance as to how the Capital Accounts
of the  Members  should be  adjusted to reflect  particular  items,  the Capital
Accounts  of the  Members  shall  be  adjusted  in a manner  that (i)  maintains
equality between the aggregate Capital Accounts of the Members and the amount of
Company  capital  reflected on the Company's  balance sheet,  (ii) is consistent
with the underlying  economic  arrangement  of the Members,  and (iii) is based,
wherever practicable, on Federal income tax accounting principles.

     2.11. Transfers of Membership Interests.

     (a) Upon the transfer of a Member's entire membership interest, the Capital
Account of such Member shall carry over to the transferee.

     (b) Upon the transfer of a portion of a Member's membership  interest,  the
portion of such Member's Capital Account attributable to the transferred portion
shall carry over to the transferee.

ARTICLE III

                    ALLOCATION OF NET PROFITS AND NET LOSSES

     3.01. In General.  Allocations to the Capital Accounts of the Members shall
be based on the Net Profits and Net Losses of the Company as determined pursuant
to Section 2.02 of this Exhibit.  Such allocations  shall be made as provided in
the Agreement  except to the extent  modified by the  provisions of this Article
III.

     3.02.  Limitations on Allocation of Net Losses and  Deductions.  Subject to
Section 3.03 of this Exhibit,  but  notwithstanding  any other provisions of the
Agreement:

     (a)  Partner  Nonrecourse  Deductions.  Any  item  of  Partner  Nonrecourse
Deduction with respect to a Partner  Nonrecourse  Debt shall be allocated to the
Member or Members who bear the economic  risk loss for such Partner  Nonrecourse
Debt in accordance with Treas. Reg. 1.704-2(i).

                                       6

                                      106
<PAGE>

     (b)  Excess  Deficit   Balances.   Subject  to  paragraph  (a)  immediately
preceding,  no Net Losses or  deduction  shall be allocated to any Member to the
extent that such allocation would cause or increase an Excess Deficit Balance in
the  Capital  Account  of such  Member.  Such Net Losses or  deduction  shall be
reallocated  away from such Member and to the other Members in  accordance  with
the Agreement,  but only to the extent that such reallocation would not cause or
increase Excess Deficit Balances in the Capital Accounts of such other Members.

     3.03.  Chargebacks of Net Profits.  Notwithstanding any other provisions of
the Agreement:

     (a)  Company  Minimum  Gain.  In the event that there is a net  decrease in
Company  Minimum Gain for a taxable  year of the Company,  then before any other
allocations are made for such taxable year, each Member shall be allocated items
of Net Profits (or items  thereof) for such year equal to that Member's share of
the net  decrease in Company  Minimum  Gain  within the  meaning of Treas.  Reg.
1.704-2(g)(2).  The allocation  required by the preceding sentence (the "Minimum
Gain Chargeback Requirement") shall not apply to a Member to the extent that:

          (i)  the Member's share of the net decrease in Company Minimum Gain is
               caused by a guarantee,  refinancing,  or other change in the debt
               instrument causing it to become partially or wholly Recourse Debt
               or Partner  Nonrecourse  Debt,  and the Member bears the economic
               risk of loss (within the meaning of Treas.  Reg. 1.752-2) for the
               newly guaranteed, refinanced, or otherwise changed liability, or

          (ii) the Member  contributes  capital to the  Company  that is used to
               repay the  Nonrecourse  Liability,  and the Member's share of the
               net decrease in Company Minimum Gain results from the repayment.

If in any  taxable  year of the  Company,  the  Company  has a net  decrease  in
Partnership  Minimum Gain and the Minimum Gain Chargeback  Requirement  causes a
distortion in the economic  arrangement among the Members and it is not expected
that the Company will have  sufficient  other income to correct the  distortion,
the Managing  Member with the unanimous  consent of the other members may seek a
waiver  from  the  Internal  Revenue  Service  of the  Minimum  Gain  Chargeback
Requirement  as  permitted  by  Treas.  Reg.  1.704-2(f)(4).  Any  Minimum  Gain
Chargeback  required for a taxable year of the Company  shall  consist  first of
gains recognized from the disposition of Company property subject to one or more
Nonrecourse  Liabilities of the Company and then if necessary shall consist of a
pro rata portion of the Company's other items of income and gain for the taxable
year of the Company.  If the amount of the Minimum Gain  Chargeback  Requirement
exceeds the Company's  income and gains for the taxable year, the excess carries
over to the succeeding taxable year. See Treas. Reg. 1.704-2(j)(2)(i) and (iii).

     (b) Partner Nonrecourse Debt Minimum Gain. In the event that there is a net
decrease in Partner  Nonrecourse  Debt  Minimum  Gain for a taxable  year of the
Company,  then after taking into account  allocations  pursuant to paragraph (a)


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immediately  preceding,  but  before  any  other  allocations  are made for such
taxable year, each Member with a share of Partner  Nonrecourse Debt Minimum Gain
(determined  under Treas.  Reg.  1.704-2(i)(5)) as of the beginning of such year
shall be allocated  items of Net Profits for such year (and, if  necessary,  for
succeeding  years)  equal to such  Member's  share of such net  decrease  in the
Partner  Nonrecourse  Debt  Minimum  Gain (the  "Nonrecourse  Debt  Minimum Gain
Chargeback  Requirement").  A  Member's  share of the net  decrease  in  Partner
Nonrecourse  Debt Minimum Gain shall be determined in a manner  consistent  with
the provisions of Treas.  Reg.  1.704-2(g)(2).  A Member shall not be subject to
the Nonrecourse  Debt Minimum Gain Chargeback  Requirement to the extent the net
decrease in Partner  Nonrecourse  Debt Minimum Gain arises because the liability
ceases to be a Partner  Nonrecourse  Debt due to a conversion,  refinancing,  or
other change in the debt instrument that causes it to become partially or wholly
a  Nonrecourse  Liability.  The amount  that would  otherwise  be subject to the
Nonrecourse  Debt  Minimum  Gain  Chargeback  Requirement  shall be added to the
Member's  share  of  Company   Minimum  Gain  under  paragraph  (a)  immediately
preceding.  In addition,  the allocation  required by the first sentence of this
paragraph (b) shall not apply to a Member to the extent that:

          (i)  the  Member's  share of the net  decrease in Company  Nonrecourse
               Debt Minimum Gain is caused by a guarantee, refinancing, or other
               change in the debt instrument  causing it to become  partially or
               wholly  Recourse Debt or Partner  Recourse  Debt,  and the Member
               bears the  economic  risk of loss  (within  the meaning of Treas.
               Reg. 1.752-2) for the newly guaranteed,  refinanced, or otherwise
               changed liability, or

          (ii) the Member  contributes  capital to the  Company  that is used to
               repay the  Nonrecourse  Liability,  and the Member's share of the
               net  decrease in Company  Minimum  Nonrecourse  Debt Gain results
               from the repayment.

If in any taxable year of the Company, the Company has a net decrease in Company
Minimum  Nonrecourse  Debt Gain and the Nonrecourse Debt Minimum Gain Chargeback
Requirement  causes a distortion in the economic  arrangement  among the Members
and it is not  expected  that the Company will have  sufficient  other income to
correct the  distortion,  the  Manager(s)  will seek a waiver from the  Internal
Revenue Service of the Nonrecourse  Debt Minimum Gain Chargeback  Requirement as
permitted  by Treas.  Reg.  1.704-2(i)(4).  Any  Nonrecourse  Debt  Minimum Gain
Chargeback  required for a taxable year of the Company  shall  consist  first of
gains recognized from the disposition of Company property subject to one or more
Partner  Nonrecourse  Liabilities  of the  Company and then if  necessary  shall
consist of a pro rata  portion of the  Company's  other items of income and gain
for the  taxable  year of the  Company.  If the amount of the  Nonrecourse  Debt
Minimum Gain Chargeback  Requirement  exceeds the Company's income and gains for
the taxable year, the excess  carries over to the  succeeding  taxable year. See
Treas. Reg. 1.704-2(j)(2)(ii) and (iii).

     (c)  Qualified  Income  Offset.  If, at the end of any  taxable  year,  the
Capital  Accounts of any Members have Excess Deficit  Balances after taking into
account all other allocations and adjustments  under this Agreement,  then items
of Net Profits for such year (and, if necessary,  for subsequent  years) will be
reallocated  to such  Members  in the amount  and in the  proportions  needed to
eliminate such Excess Deficit Balances as quickly as possible.

                                       8

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     3.04.  Offsetting  Allocations.  Subject to the provisions of Sections 3.02
and 3.03 of this  Exhibit,  but  notwithstanding  any  other  provision  of this
Agreement:

     (a) In the event that any  allocation or  reallocation  is made pursuant to
Section  3.02  or  3.03  of  this  Exhibit  (a  "Regulatory  Allocation"),  then
offsetting allocations of remaining Net Profits or Net Losses, or items thereof,
for such year  (and,  if  necessary,  items of Net  Profits  or Net  Losses  for
subsequent  years)  shall  be  made  in  such  amounts  and  proportions  as are
appropriate  to restore the Capital  Accounts of the Members to the  position in
which such Capital  Accounts would have been if such  Regulatory  Allocation had
not been made.

ARTICLE IV

                             ALLOCATION OF TAX ITEMS

     4.01.  In General.  Except as  otherwise  provided in this  Article IV, all
items of income,  gain, loss, and deduction shall be allocated among the Members
for  federal  income  tax  purposes  in the  same  manner  as the  corresponding
allocation for Net Profits and Net Losses.

     4.02. Section 704(c) Allocations. In the event that the value of an item of
Company   property   differs  from  its  adjusted  tax  basis,   allocations  of
depreciation,  depletion,  amortization,  gain,  and loss with  respect  to such
property  will be made for  federal  income tax  purposes in a manner that takes
account  of the  variation  between  the  adjusted  tax  basis and value of such
property  in  accordance  with  Section  704(c)  of the  Code  and  Treas.  Reg.
1.704-1(b)(2)(iv)(f)(4).

     4.03. Tax Credits.

     (a) Any tax credit that is attributable  to an expenditure  that gives rise
to an  allocation  of loss or  deduction  (or  other  downward  Capital  Account
adjustment)  shall be allocated among the Members in the same proportion as such
Member's distributive shares of such loss or deduction (or other adjustment).

     (b) Any tax credit  whose  allocation  is not  otherwise  specified in this
Section 4.03 shall be allocated among the Members in accordance with Treas. Reg.
1.704-1(b)(4)(ii).

                                   ARTICLE V

                                OTHER TAX MATTERS

     5.01. Minimum Gain.  Partnership  Minimum Gain shall be allocated among the
Members in accordance with Treas.  Reg.  1.704-2(g).  Partner  Nonrecourse  Debt
Minimum Gain shall be allocated among the Members in accordance with Treas. Reg.
1.704-2(i)(5).

     5.02. Excess Nonrecourse Liabilities.  The Members' shares of the Company's
Excess  Nonrecourse  Liabilities  pursuant to Treas.  Reg.  1.752-3(a)  shall be
determined in accordance with Section 18.09 of the Agreement requiring unanimous
consent for tax elections.

                                       9

                                      109
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     5.03. Withholding.

     (a) The Company shall withhold any amounts required to be withheld pursuant
to any applicable  provisions of the Code, including without limitation Sections
1441 through 1446 of the Code, or pursuant to any applicable provisions of state
or local law.

     (b) Any amounts withheld with respect to a Member's  distributive  share of
Company income (whether or not distributed)  shall be treated by the Company and
by such  Member for all  purposes as amounts  distributed  to such  Member.  Any
amounts withheld with respect to any payment to a Member shall be treated by the
Company and by such  Member for all  purposes  as amounts  paid to such  Member.
Amounts so treated as  distributed or paid to any Member shall reduce the amount
otherwise distributable or payable to such Member.

     (c) In the event  that the  Company  withholds  with  respect to a Member's
distributive  share of Company income for a taxable year, and such  distributive
share exceeds the amount  distributed to such Member in such taxable year,  then
subsequent  distributions  to such Member  shall be deemed to be made first from
income with respect to which the Company has already withheld.

     5.04. Limitation on Distributions.

     (a) No  distribution  shall be made to any Member to the  extent  that such
distribution  would cause or increase an Excess Deficit Balance in such Member's
Capital Account as of the end of the taxable year of such distribution.

     (b) For purposes of paragraph (a) immediately preceding, in determining the
extent to which a  distribution  to a Member  would  cause or increase an Excess
Deficit Balance in such Member's Capital Account:

          (i)  the Company's taxable year shall be deemed to close as of the end
               of the Day of such distribution; and

          (ii) such Member's  Excess Deficit  Balance,  if any, as of the end of
               such taxable year shall be  determined  after taking into account
               any allocations or other  adjustments to such Capital Account for
               such taxable year.

     (c) any amount that would otherwise be  distributable to a Member but which
is not  distributed  because of the  limitation of paragraph (a) of this Section
shall be retained by the Company as a Company asset, and shall be distributed to
such  Member  at such  time as  such  distribution  would  not  contravene  such
limitation.

                                       10

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