                                                                   Exhibit 10.22


                      MASTER TRANSACTION AGREEMENT

     This MASTER TRANSACTION AGREEMENT (the "Agreement") is made as of April 27,
2005, by and among: REJ REALTY LLC, a Delaware limited  liability  company ("REJ
Realty"),  JG MANAGER LLC, an Ohio limited  liability  company ("JGM"),  JG GULF
COAST MEMBER LLC, an Ohio limited liability company ("Jacobs  Member"),  JG GULF
COAST TOWN CENTER LLC, an Ohio limited liability company ("JG Gulf Coast"),  CBL
& ASSOCIATES LIMITED  PARTNERSHIP,  a Delaware limited  partnership  ("CBL") and
CBL/GULF COAST, LLC, a Florida limited liability company ("CBL Member").

                                    RECITALS

     WHEREAS,  as of the date of this  Agreement,  REJ Realty  owns  ninety-nine
percent (99%) of the member interests in Jacobs Member; and

     WHEREAS, as of the date of this Agreement, JGM owns one percent (1%) of the
member interests in Jacobs Member; and

     WHEREAS,  REJ Realty has heretofore  contributed its entire member interest
in JG Gulf Coast to Jacobs Member; and

     WHEREAS,  JGM has heretofore  contributed  its entire member interest in JG
Gulf Coast to Jacobs Member; and

     WHEREAS,  as of the date of this  Agreement,  CBL owns  the  entire  member
interest in CBL Member; and

     WHEREAS,  CBL will  cause CBL Member to make a capital  contribution  to JG
Gulf Coast and to acquire a member  interest  in JG Gulf  Coast,  as provided in
this Agreement and the LLC Agreement (as hereinafter defined); and

     WHEREAS,  the  parties  hereto  desire  to make  provision  for  the  other
agreements and transactions contemplated by this Agreement; and

     WHEREAS,  the  definitions of capitalized  terms used in this Agreement and
not  otherwise  defined  herein are set forth on Appendix A attached  hereto and
made a part  hereof,  and if not defined in Appendix A, shall be as set forth in
the LLC Agreement.

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     NOW, THEREFORE,  in consideration of the foregoing premises and other good,
valid, and binding consideration, the receipt and sufficiency of which is hereby
acknowledged and intending to be legally bound, the Parties agree as follows:

                                   ARTICLE 1
                            LLC AGREEMENT AND CLOSING

     1.1 LLC  Agreement.  For the  purposes  of this  Agreement,  the  term  LLC
Agreement  shall have the meaning set forth in Appendix A and shall  include the
agreements,   exhibits,   schedules  and  other  documents  set  forth  in  such
definition.

     1.2 Prior Actions.

          (a)  Jacobs Member was formed by filing Articles of Organization  with
               the Secretary of State of Ohio on April 15, 2005.

          (b)  Each of REJ Realty and JGM contributed its entire member interest
               in JG Gulf Coast to Jacobs Member on April 19, 2005.

          (c)  CBL Member was formed by filing Articles of Organization with the
               Division of  Corporations  of the Florida  Department of State on
               April 12, 2005.

     1.3 Acknowledgments. The Parties acknowledge that:


          (a)  As  of  the  date  hereof,   and  before  giving  effect  to  the
               transactions  contemplated by this Agreement to take place on the
               Closing Date, the amount of Jacobs  Member's  Capital  Account is
               Forty  Million Three  Hundred  Thirty-Four  Thousand Nine Hundred
               Seventy-Eight Dollars ($40,334,978.00).

          (b)  After  giving  effect to the  transactions  contemplated  by this
               Agreement to take place on the Closing Date, the amount of Jacobs
               Member's  Capital  Account  will be zero,  and the  amount of CBL
               Member's  Capital Account will be equal to the CBL Member Initial
               Capital Contribution.

     1.4 Closing Date. Subject to the prior satisfaction or waiver of all of the
conditions set forth in Article 5, the closing of the transactions  contemplated
by this Agreement (the "Closing")  shall be held at a location that is agreeable
to all of the Parties no later than the fifth (5th) Day following the date as of
which all of the conditions precedent set forth in Article 5 have been satisfied
or waived by the Party entitled to the benefit of such condition(s),  or on such
other date as may be agreed to in writing by the Parties (the "Closing Date").

     1.5 Closing Transactions.  On the Closing Date, subject to the satisfaction
or waiver of the  conditions  precedent  set forth in Article  5, the  following
transactions shall take place in the order set forth below:

          (a)  REJ  Realty and JGM shall  cause  Jacobs  Member to  execute  and
               deliver the LLC Agreement;

          (b)  CBL  shall  cause CBL  Member  to  execute  and  deliver  the LLC
               Agreement;

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          (c)  CBL shall cause CBL Member to contribute  the CBL Member  Initial
               Capital  Contribution  to the  capital  of JG Gulf  Coast by wire
               transfer of immediately available funds to the account designated
               by JG Gulf Coast;

          (d)  JG Gulf Coast shall  distribute an amount equal to the CBL Member
               Initial Capital Contribution to Jacobs Member by wire transfer of
               immediately  available  funds to the  account  designated  by REJ
               Realty.

          (e)  CBL shall  cause  Property  Manager to execute  and  deliver  the
               Property Management Agreement; and

          (f)  CBL Member  shall  cause JG Gulf Coast to execute and deliver the
               Property Management Agreement.

                                   ARTICLE 2
              REPRESENTATIONS AND WARRANTIES OF EACH OF THE PARTIES

     Except as otherwise set forth below,  each of the Parties hereby represents
and warrants to each other Party, as of the date hereof and the Closing Date, as
follows:

     2.1 Corporate Status; Authorization.  Such Party is duly organized, validly
existing  and in good  standing  under and by virtue of the laws of the state of
its organization.  The Person(s) executing this Agreement on such Party's behalf
are  duly  elected,  qualified  and  acting  as its  officer(s),  manager(s)  or
member(s)  (as  the  case  may  be).  All  actions  and   resolutions,   whether
partnership,  corporate or otherwise, necessary to authorize such Party to enter
into this Agreement have been taken and adopted. Such Party 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. This Agreement
has been duly  executed on behalf of such  Party.  Such Party 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.  Upon execution of this
Agreement by each Party hereto,  this Agreement will constitute the legal, valid
and binding obligation of such Party 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.

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

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<PAGE>

     2.3 Consents and Approvals.  All consents by third Persons which such Party
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 them.

     2.4 No Actions  or Suits.  There are no  actions,  suits,  proceedings,  or
investigations  pending or, to the knowledge of such Party,  threatened  against
such  Party,  any of its  Affiliates,  or any of  their  respective  properties,
assets,  or  businesses  in  any  court  or  before  or by any  federal,  state,
provincial,  or other governmental  department or agency,  whether of the United
States,  of any of its states,  possessions  or  territories,  or of any foreign
nation (a  "Governmental  Agency") or any  arbitrator  that could,  if adversely
determined,  reasonably be expected to materially impair such Party's ability to
perform its  obligations  under this  Agreement  or any  Affiliate's  ability to
perform its obligations  under the LLC Agreement.  Neither such Party nor any of
its Affiliates has received any currently  effective notice of any default,  and
neither such Party nor any of its Affiliates is in default, under any applicable
order, writ, injunction, decree, or award of any court, any Governmental Agency,
or any arbitrator, in each case, that could reasonably be expected to materially
impair such Party's ability to perform its  obligations  under this Agreement or
any Affiliate's ability to perform its obligations under the LLC Agreement.

                                   ARTICLE 3
 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF JGM, JACOBS MEMBER AND REJ REALTY

     3.1 Real  Estate  Matters.  To the best  knowledge  of JGM,  REJ Realty and
Jacobs Member, respectively:


          (a)  There are no violations of any  restrictive  covenants  affecting
               the Real Estate;

          (b)  There are no uncured notices, suits, orders, decrees or judgments
               relating  to   violations   of  any  laws,   ordinances,   codes,
               regulations  or other  requirements  of any  Governmental  Agency
               having  jurisdiction  over the Real  Estate  or any part  thereof
               which would have a materially adverse effect upon the development
               of the Real Estate or the Project, including, but not limited to,
               any eminent domain proceedings;

          (c)  There are no suits,  actions or proceedings pending or threatened
               against  or  affecting  the  Real  Estate  before  any  court  or
               Governmental Agency that, if adversely  determined,  would have a
               materially adverse effect upon the development of the Real Estate
               or the Project, including, but not limited to, any eminent domain
               proceedings;

          (d)  Neither JG Gulf Coast,  JGM,  Jacobs  Member nor REJ Realty is in
               default  with  respect  to, nor has notice of  violation  of, any
               judgment,  order,  writ,  injunction,  rule or  regulation of any
               court or Governmental  Agency to which JG Gulf Coast, JGM, Jacobs
               Member or REJ  Realty is subject  in any way  affecting  the Real
               Estate  that  would have a  materially  adverse  effect  upon the
               development of the Real Estate or the Project, including, but not
               limited to, any eminent domain proceedings;

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<PAGE>

          (e)  There are no material  agreements  to which JG Gulf  Coast,  JGM,
               Jacobs Member,  REJ Realty or any of their  Affiliates is a party
               affecting  any of the Real  Estate or any use of the Real  Estate
               that have not been disclosed to CBL or its Affiliates;

          (f)  Except as  disclosed  in the  environmental  reports  and studies
               identified  on  Exhibit B  attached  hereto  (the  "Environmental
               Reports"),  there are no Hazardous  Substances  on, under,  in or
               about  the  Real  Estate.  For the  purposes  of this  Agreement,
               "Hazardous  Substances" shall mean and include,  but shall not be
               limited to,  materials  which are included  under or regulated by
               any local, state or federal law, rule or regulation pertaining to
               environmental regulation, contamination, clean up or disclosure;

          (g)  Except as disclosed in writing to CBL and/or its Affiliates prior
               to the  date  hereof,  there  are no  tenancies,  occupancies  or
               licenses in or to the Real Estate under  agreements  entered into
               by JG Gulf Coast, JGM, Jacobs Member,  REJ Realty or any of their
               Affiliates: and

          (h)  JG Gulf  Coast,  JGM,  Jacobs  Member and REJ Realty  have made a
               good-faith,  reasonable  effort  to  provide  CBL with all of the
               facts within the knowledge and possession of JG Gulf Coast,  JGM,
               Jacobs  Member or REJ  Realty  concerning  JG Gulf  Coast and the
               Project that, in their reasonable judgment,  could be expected to
               be material to CBL's due diligence evaluation of the Project.

                                   ARTICLE 4
                              ADDITIONAL AGREEMENTS

     4.1 Access to Information.  Each Party agrees that, from and after the date
hereof and until the first to occur of the Closing and the  termination  of this
Agreement in  accordance  with Article 6, each other Party and their  respective
authorized  representatives  will have reasonable  access during normal business
hours to the  premises,  properties,  books and records of JG Gulf Coast as such
other Parties may reasonably request;  provided,  in each case, that such access
does not disrupt the normal business activities of JG Gulf Coast and shall be at
the expense of the Party requesting such access.

     4.2 Further Actions. Subject to the terms and conditions hereof, each Party
agrees  to act  reasonably  and in  good  faith  and  to  use  its  commercially
reasonable  efforts to take,  or cause to be taken,  all  actions  and to do, or
cause to be done, all things  necessary,  proper, or advisable to consummate and
make  effective  the  transactions  contemplated  hereunder  and  under  the LLC
Agreement to be entered into by it or its Affiliates, except that no Party shall
be required to waive or cause to be waived or cause its  Affiliates  to waive or
cause to be waived any of the conditions to closing set forth in Article 5. Each
Party shall furnish to each other Party all information and assistance that such
other Party may reasonably request in connection with the foregoing.

     4.3 Unwind Option.

          (a)  JG Gulf Coast shall use its  commercially  reasonable  efforts to
               obtain all of the Required  Post-Closing  Approvals no later than
               the  second   anniversary   of  the  Closing  Date  (the  "Second
               Anniversary"). CBL Member and Property Manager shall use, and CBL


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<PAGE>

               shall  cause  CBL  Member  and  Property  Manager  to use,  their
               respective  commercially  reasonable  efforts  to  assist JG Gulf
               Coast,  in their  respective  capacities  as Managing  Member and
               Property Manager,  in obtaining all of the Required  Post-Closing
               Approvals  no later than the Second  Anniversary.  Jacobs  Member
               shall extend, and REJ Realty and JGM shall cause Jacobs Member to
               extend,  reasonable  cooperation to JG Gulf Coast, CBL Member and
               Property  Manager  in their  efforts  to so obtain  the  Required
               Post-Closing  Approvals,  except that Jacobs  Member shall not be
               required  to incur  any  significant  out-of-pocket  expenses  or
               undertake any  obligations  in connection  with such  cooperation
               that it would not  otherwise  be  obligated to incur or undertake
               pursuant to the LLC  Agreement.  CBL Member and Property  Manager
               shall  extend,  and CBL shall  cause  CBL  Manager  and  Property
               Manager to extend,  reasonable  cooperation  to Jacobs  Member in
               connection  with the  Parties'  efforts to so obtain the Required
               Post-Closing  Approvals,  except  that CBL  Member  and  Property
               Manager   shall  not  be  required   to  incur  any   significant
               out-of-pocket expenses or undertake any obligations in connection
               with such  cooperation that they would not otherwise be obligated
               to incur or undertake  pursuant to the LLC  Agreement  (as to CBL
               Member) or the  Property  Management  Agreement  (as to  Property
               Manager).

          (b)  CBL Member in its  capacity  as  Managing  Member  shall  provide
               prompt  written  notice to Jacobs Member on each occasion when JG
               Gulf Coast has obtained a Required Post-Closing Approval.  Jacobs
               Member shall provide  prompt written notice to CBL Member on each
               occasion when Jacobs Member has obtained a Required  Post-Closing
               Approval.  When all of the Required  Post-Closing  Approvals have
               been obtained,  this Section 4.3 shall thereupon  become null and
               void and of no  further  force or  effect,  and CBL Member in its
               capacity as Managing Member shall provide  written  certification
               to such effect to Jacobs  Member.  When any  individual  Required
               Post-Closing  Approval  has been  once  obtained,  such  Required
               Post-Closing  Approval shall be deemed to have been  conclusively
               and  irrevocably  obtained  for all purposes of this Section 4.3,
               notwithstanding  that it may  subsequently  become  necessary  or
               advisable to seek an  additional  or modified  approval  from the
               same  party  concerning  the same or  similar  subject  matter or
               otherwise in connection with the Project.

          (c)  If JG  Gulf  Coast  has  failed  to  obtain  all of the  Required
               Post-Closing  Approvals  by the Second  Anniversary,  except as a
               result of any  breach by CBL or CBL  Member of their  obligations
               under the second or fourth  sentence of Section 4.3(a) above,  by
               CBL  Member of its  obligations  under the LLC  Agreement,  or by
               Property Manager of its obligations under the Property Management
               Agreement,  then, for a period of time beginning on the Day after
               the  Second  Anniversary  and  ending  on the Day that is six (6)
               months after the Second Anniversary (the "Unwind Option Period"),
               CBL shall have the right to require Jacobs Member to purchase, or
               cause one of its  Affiliates to purchase,  all of the  Membership
               Interests of CBL Member and its Affiliates, if any, in accordance
               with the provisions of this Section 4.3 (the "Unwind Right").

          (d)  The failure by JG Gulf Coast to obtain any or all of the Required
               Post-Closing  Approvals  by  the  Second  Anniversary  shall  not
               constitute  a  breach  of  any  Party's  obligations  under  this


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               Agreement  or a Default  under the LLC  Agreement  unless,  as to
               Jacobs Member,  JGM and REJ Realty,  such failure  results from a
               breach by Jacobs  Member,  JGM or REJ  Realty of its  obligations
               under the third sentence of Section 4.3(a) above or unless, as to
               CBL and CBL Member,  such failure results from a breach by CBL or
               CBL Member of its obligations under the second or fourth sentence
               of Section 4.3(a) above or a breach by CBL,  Property  Manager or
               CBL Member  described  in the first  sentence  of Section  4.3(c)
               above.

          (e)  The purchase  price for the  acquisition  by Jacobs Member or its
               Affiliates of all of the  Membership  Interests of CBL Member and
               its  Affiliates,  if any,  upon an  exercise by CBL of the Unwind
               Right (the "Unwind  Purchase  Price")  shall equal the sum of (i)
               CBL  Member's and its  Affiliates',  if any,  unreturned  Initial
               Capital  Contribution;  (ii) CBL Member's and its  Affiliates' if
               any, unreturned Mandatory  Contributions;  (iii) CBL Member's and
               its Affiliates',  if any, unreturned Non-Required  Contributions;
               and (iv) the  accrued but unpaid  Interest/Return  on the amounts
               described in clauses (i), (ii) and (iii) of this subsection (e).

          (f)  CBL may exercise the Unwind Right by giving  written  notice (the
               "Unwind   Notice")  to  Jacobs  Member  at  any  time  after  the
               commencement  of and prior to the expiration of the Unwind Option
               Period.   The  Unwind   Notice   shall   identify   the  Required
               Post-Closing  Approvals that have not been obtained and shall set
               forth CBL's good faith  calculation of the Unwind Purchase Price.
               REJ Realty  shall have the right to inspect the books and records
               of JG Gulf Coast and CBL Member for the purpose of verifying  the
               calculation of the Unwind Purchase Price.

          (g)  The closing of the sale of all of the Membership  Interest of CBL
               Member and its Affiliates,  if any,  pursuant to this Section 4.3
               (the "Unwind  Closing") shall be held at the principal offices of
               JG Gulf Coast,  unless otherwise  mutually agreed,  on a mutually
               acceptable  date (the "Unwind Closing Date") not more than ninety
               (90)  Days  after the  receipt  by  Jacobs  Member of the  Unwind
               Notice.  The Unwind  Closing  may be delayed for such time as may
               reasonably  be required  (but in no event more than an additional
               sixty  (60) Days  beyond  the  aforementioned  ninety-Day  period
               following  Jacobs Member's receipt of the Unwind Notice) to allow
               Jacobs Member to verify the  calculation  of the Unwind  Purchase
               Price and allow JG Gulf Coast to obtain any material  third-party
               consents or waivers,  e.g., lender consents or waivers,  that may
               be required in order to avoid a default or breach  arising out of
               the  exercise  of  the  Unwind  Right  under  any  agreements  or
               obligations of JG Gulf Coast.

          (h)  At the Unwind  Closing,  CBL Member and its  Affiliates,  if any,
               shall  transfer  such  Membership  Interest  to or as directed by
               Jacobs  Member  or its  designee  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 Jacobs Member or its
               designee  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
               Membership  Interest.  Following  the Unwind  Closing  Date,  CBL
               Member  and  its  Affiliates,  upon  consummation  of the  Unwind
               Closing,  shall cease for all  purposes to be a member of JG Gulf
               Coast and shall have no further rights to any distributions  from


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               JG Gulf  Coast,  and all such  rights  shall  vest in the  Jacobs
               Member or its designee.  At the Unwind Closing,  Jacobs Member or
               its Affiliates  shall provide CBL Member and its  Affiliates,  if
               any,  with such  additional  agreements  or  undertakings  as CBL
               Member may  reasonably  require to replace or hold CBL Member and
               its Affiliates harmless from any liability, loss, cost or expense
               arising out of any then-outstanding  loans (other than loans that
               are Mandatory Contributions or Non-Required Contributions,  which
               shall be  included  in the Unwind  Purchase  Price as provided in
               paragraph  (e) of this Section 4.3) and/or  Affiliate  Guarantees
               theretofore provided by CBL Member or its Affiliates.

          (i)  Jacobs Member and CBL Member and their respective Affiliates will
               cooperate so as to minimize to the extent reasonably possible any
               disruptions  to JG Gulf  Coast's  administration  and  operations
               arising  out  of the  exercise  of the  Unwind  Right,  including
               cooperation in effecting  transition  arrangement  arising out of
               the  replacement  of the  Property  Manager  under  the  Property
               Management  Agreement  (which  shall  terminate  as of the Unwind
               Closing Date) and CBL Member's replacement as Managing Member.

          (j)  The Parties  agree,  for themselves and for Jacobs Member and CBL
               Member, that the transfer of CBL Member's and its Affiliates', if
               any, Membership  Interest  contemplated by this Section 4.3 shall
               be permitted  notwithstanding  any provision of the LLC Agreement
               to the contrary,  including,  but not limited to,  Article XVI of
               the LLC  Agreement,  and further  agree that,  from and after the
               giving of the Unwind Notice, neither CBL Member nor Jacobs Member
               shall have the right to initiate the  exercise of its rights,  if
               any, under Sections 16.04,  16.05(a),  16.05(b),  or 20.03 of the
               LLC Agreement,  and no assignment that would be subject to any of
               such rights can be initiated or completed,  until the purchase of
               CBL Member's and its  Affiliates',  if any,  Membership  Interest
               contemplated   by  this   Section  4.3  closes  or  is  otherwise
               terminated.

     4.4 CBL Guarantee. CBL hereby irrevocably and unconditionally guarantees to
REJ Realty, JGM, Jacobs Member and JG Gulf Coast the full and prompt performance
of  each  obligation  of CBL  Member  under  Section  11.01(b)(ii)  of  the  LLC
Agreement,  that CBL Member  fails to perform  after demand  therefor  (the "CBL
Guaranteed Obligations"),  and CBL shall indemnify and hold harmless REJ Realty,
JGM,  Jacobs  Member and JG Gulf Coast from and against  any and all  liability,
obligation,  loss, costs,  damage, or expense  (including,  without  limitation,
reasonable  and  documented  attorneys'  fees and the  costs  of  investigation)
howsoever  arising  from such  failure  of CBL  Member.  This  Section  4.4 is a
guarantee of performance and not of payment alone, and neither REJ Realty,  JGM,
Jacobs Member nor JG Gulf Coast shall be under any obligation to take any action
against CBL Member with respect to any of the CBL Guaranteed Obligations if such
CBL Guaranteed Obligations are due and have not been performed. The liability of
CBL under  this  Section  4.4  shall not be  reduced  or  discharged  by (a) any
forbearance  or  indulgence  granted to CBL  Member  and/or  CBL,  whether as to
payment, time, performance, or otherwise, (b) the fact that CBL Member ceases to
be a Member of JG Gulf Coast or (c) the fact that CBL Member and/or CBL makes an
assignment for the benefit of its creditors, a receiver of CBL Member and/or CBL
is appointed or applied for, or a petition  under Title 11,  United  States Code
(Bankruptcy),  as from time to time  amended,  is filed by or against CBL Member
and/or CBL.  Notwithstanding the foregoing provisions of this Section 4.4, CBL's
obligations  under this Section 4.4 shall terminate,  and this Section 4.4 shall


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thereafter  be null and void and of no  further  force or  effect  (except  with
respect  to  claims,  if  any,  made  under  this  Section  4.4  prior  to  such
termination,  which shall survive until such claims are resolved),  when neither
Jacobs Member nor any of its permitted  assignees under clauses (i), (ii), (iii)
or (iv) of Section  16.03(a) of the LLC Agreement,  nor any permitted  assignees
under  such  clauses  of any  such  permitted  assignees,  owns  any  Membership
Interest.

     4.5 REJ Realty Guarantee. REJ Realty hereby irrevocably and unconditionally
guarantees  to CBL and CBL  Member  the  full  and  prompt  performance  of each
obligation  of Jacobs Member under  Section 4.3 of this  Agreement,  that Jacobs
Member  fails to perform  after  demand  therefor  (the "REJ  Realty  Guaranteed
Obligations"),  and REJ Realty  shall  indemnify  and hold  harmless CBL and CBL
Member from and against any and all liability,  obligation, loss, costs, damage,
or expense (including, without limitation,  reasonable and documented attorneys'
fees and the costs of  investigation)  howsoever  arising  from such  failure of
Jacobs Member. This Section 4.5 is a guarantee of performance and not of payment
alone,  and neither CBL nor CBL Member shall be under any obligation to take any
action  against  Jacobs Member with respect to any of the REJ Realty  Guaranteed
Obligations if such REJ Realty Guaranteed  Obligations are due and have not been
performed.  The  liability  of REJ Realty  under this  Section  4.5 shall not be
reduced or discharged  by (a) any  forbearance  or indulgence  granted to Jacobs
Member  and/or  REJ  Realty,  whether  as  to  payment,  time,  performance,  or
otherwise,  (b) the fact  that  Jacobs  Member  ceases to be a Member of JG Gulf
Coast or (c) the fact that Jacobs  Member  and/or REJ Realty makes an assignment
for the benefit of its creditors,  a receiver of Jacobs Member and/or REJ Realty
is appointed or applied for, or a petition  under Title 11,  United  States Code
(Bankruptcy), as from time to time amended, is filed by or against Jacobs Member
and/or REJ Realty.

                                   ARTICLE 5
                              CONDITIONS TO CLOSING

     5.1  Conditions  Precedent to  Obligations  of All Parties.  The respective
obligations of each Party to consummate the  transactions  contemplated  by this
Agreement  are  subject to the  satisfaction  or waiver on or before the Closing
Date of each of the following:

          (a)  No  Injunctions.  No court or  Governmental  Agency of  competent
               jurisdiction shall have enacted, issued,  promulgated,  enforced,
               or  entered  any  statute,   rule,   regulation,   non-appealable
               judgment, decree, injunction, or other order that is in effect on
               the Closing Date and that enjoins,  restrains,  restricts,  makes
               unlawful, or prohibits this Agreement or the LLC Agreement or the
               consummation of any of the  transactions  contemplated  hereby or
               thereby.

          (b)  No Pending or Threatened  Actions.  There shall not be pending or
               threatened any material action or proceeding seeking to enjoin or
               restrain  consummation of the  transactions  contemplated by this
               Agreement or seeking  material  damages in  connection  with such
               transactions.

                                       9
<PAGE>

     5.2  Conditions  Precedent  to  Obligations  of CBL  and  CBL  Member.  The
obligations of CBL and CBL Member to consummate the transactions contemplated by
this  Agreement  are  subject  to the  satisfaction  or waiver on or before  the
Closing Date of each of the following:

          (a)  Accuracy of Representations  and Warranties.  The representations
               and  warranties  of REJ Realty,  JGM,  Jacobs  Member and JG Gulf
               Coast contained herein that are qualified by materiality shall be
               true  and  correct  on  and  as of  the  Closing  Date,  and  the
               representations and warranties that are not so qualified shall be
               true  and  complete  in all  material  respects  on and as of the
               Closing Date, in each case as if made on and as of such date, and
               REJ  Realty,  JGM,  Jacobs  Member and JG Gulf  Coast  shall have
               executed and delivered to CBL and CBL Member a certificate, dated
               as of the Closing Date, to such effect.

          (b)  Covenants.  The  covenants  and  agreements  of REJ Realty,  JGM,
               Jacobs  Member and JG Gulf Coast to be  performed  on or prior to
               the  Closing  shall  have been  duly  performed  in all  material
               respects,  and REJ Realty,  JGM,  Jacobs Member and JG Gulf Coast
               shall  have  executed  and  delivered  to CBL  and CBL  Member  a
               certificate, dated as of the Closing Date, to such effect.

     5.3 Conditions  Precedent to Obligations of REJ Realty,  JGM, Jacobs Member
and JG Gulf Coast. The obligations of REJ Realty, JGM, Jacobs Member and JG Gulf
Coast to consummate the transactions  contemplated by this Agreement are subject
to the  satisfaction  or  waiver on or before  the  Closing  Date of each of the
following:

          (a)  Accuracy of Representations  and Warranties.  The representations
               and  warranties of CBL and CBL Member  contained  herein that are
               qualified by  materiality  shall be true and correct on and as of
               the Closing Date, and the representations and warranties that are
               not so  qualified  shall be true  and  complete  in all  material
               respects on and as of the Closing  Date,  in each case as if made
               on and as of  such  date,  and  CBL and  CBL  Member  shall  have
               executed and delivered to REJ Realty,  JGM,  Jacobs Member and JG
               Gulf Coast a  certificate,  dated as of the Closing Date, to such
               effect.

          (b)  Covenants.  The covenants and agreements of CBL and CBL Member to
               be  performed  on or prior to the  Closing  shall  have been duly
               performed in all material respects,  and CBL and CBL Member shall
               have executed and delivered to REJ Realty, JGM, Jacobs Member and
               JG Gulf Coast a  certificate,  dated as of the Closing  Date,  to
               such effect.

     5.4 Not Applicable to the Unwind Closing.  The foregoing  Sections 5.1, 5.2
and 5.3 are  conditions  precedent to the  respective  Parties'  obligations  to
proceed  with  the  Closing  only  and,  from and  after  the  Closing,  are not
conditions  precedent to the respective Parties' obligations to proceed with the
Unwind Closing

                                       10
<PAGE>

                                   ARTICLE 6
                             TERMINATION AND WAIVER

     6.1  General.  At any time  prior to the  Closing,  this  Agreement  may be
terminated  and the  transactions  contemplated  herein  may be  voided  only as
follows:

          (a)  by written agreement of each of the Parties;

          (b)  by Jacobs Member,  on one hand,  and by CBL Member,  on the other
               hand, if a material breach of any provision of this Agreement (i)
               has  been  committed  by the  other  or by  one  of  the  other's
               Affiliates that is a Party and such breach has not been cured and
               cannot reasonably be expected to be cured within thirty (30) Days
               after all other  conditions  to Closing  set forth in Section 5.1
               have been satisfied or (ii) has not otherwise been waived;

          (c)  by any Party, by giving written notice of such termination to the
               other Party,  if the Closing  shall not have occurred on or prior
               to April 29, 2005, unless the failure of such occurrence shall be
               due to the delay or  failure of the Party  seeking  to  terminate
               this  Agreement  under this  clause (c),  or its  Affiliates,  to
               perform in all material respects each of its or their obligations
               under this  Agreement  required to be performed by it at or prior
               to the Closing; or

          (d)  by  either  Party,  if  there  shall  be in  effect  any  law  or
               regulation  that prohibits the  consummation of the Closing or if
               consummation  of the Closing  would  violate  any  non-appealable
               final order, decree,  injunction, or judgment of any Governmental
               Agency having competent jurisdiction.

     6.2  Effect  of  Termination.  In the  event  of the  termination  of  this
Agreement in accordance  with this Article 6, this  Agreement  shall  thereafter
become null and void and of no further force or effect, and neither Party hereto
shall have any liability to the other Party hereto or its Affiliates, directors,
officers, or employees; except that this Section 6.2 and Sections 7.1, 7.2, 7.3,
7.4, 7.5, 7.6, 7.7, 7.9 and 7.10 shall survive such termination; and except that
nothing  herein will relieve  either Party from liability for any breach of this
Agreement  prior to such  termination.  The rights of  termination  provided  in
Section 6.1 may only be exercised  prior to the Closing in accordance with their
respective  terms  and,  from and  after  the  Closing,  shall  not apply to the
exercise of the Unwind Right and the Unwind Closing.

                                   ARTICLE 7
                                  MISCELLANEOUS

     7.1 Notices. Any notices or other  communications  required or permitted to
be given by this  Agreement  shall be given in writing and either (a) personally
hand-delivered,  (b) mailed by prepaid certified or registered mail, with return
receipt requested,  (c) sent by generally  recognized overnight delivery service
to the party to whom such notice or  communication is directed with delivery fee
prepaid, or (d) sent via telefax transmission.  If personally delivered, notices
or other  communications  shall be  effective  when  received  as  evidenced  by
affidavit  of the Person  making such  delivery;  if sent by  overnight  courier
delivery service,  notices or other  communications shall be deemed to have been
received by the addressee on the next Day following the date so sent that is not


                                       11
<PAGE>

a Saturday,  Sunday or a day upon which national  banks located in  Chattanooga,
Tennessee or Cleveland,  Ohio are permitted to be closed; if mailed,  notices or
other  communications  shall be deemed to have been received by the addressee on
the date received,  as evidenced by the return receipt;  and if sent via telefax
transmission,  notices  or other  communications  shall be  deemed  to have been
received  upon  actual  receipt  by the  Party to which  such  notices  or other
communications are addressed.  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.  Any
such notices  shall be sent to the address of such Party as follows,  or to such
other address or facsimile  number as such Party may designate by written notice
in accordance with the provisions of this Section 7.1:

         If to REJ Realty, JGM or Jacobs Member, to:

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

         REJ Realty LLC
         c/o The Richard E. Jacobs Group, Inc.
         25425 Center Ridge Road
         Cleveland, Ohio 44145-4122
         Attention: President
         (440) 808-6903 (telefax)

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

         with a copy (as to each of JGM, REJ Realty and Jacobs Member) to:

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

         If to CBL or CBL Member, to:

         CBL & Associates Limited Partnership


                                       12
<PAGE>

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

         CBL/GULF COAST, LLC
         c/o CBL & Associates Limited Partnership
         2030 Hamilton Place Boulevard
         Suite 500, CBL Center
         Chattanooga, Tennessee  37421
         Attention:  Charles B. Lebovitz
         (423) 490-8662 (telefax)

         with a copy (as to each of CBL and CBL Member) to:

         CBL & Associates Limited Partnership
         2030 Hamilton Place Boulevard
         Suite 500, CBL Center
         Chattanooga, Tennessee  37421
         Attention:  General Counsel
         (423) 490-8629 (telefax)

         and with a copy (as to each of CBL and CBL Member) 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)

         If to JG Gulf Coast, to each of CBL Member and Jacobs Member as set
         forth above, with a copy to:

         CBL & Associates Limited Partnership
         2030 Hamilton Place Boulevard
         Suite 500, CBL Center
         Chattanooga, Tennessee  37421
         Attention:  General Counsel
         (423) 490-8629 (telefax)

         with a copy to:

         General Counsel
         The Richard E. Jacobs Group, Inc.
         25425 Center Ridge Road


                                       13
<PAGE>

         Cleveland, Ohio 44145-4122
         (440) 808-6903(telefax)

         and 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)



     7.2 Governing Law. This  Agreement  shall be governed by, and construed and
enforced  in  accordance  with,  the laws of the  State of Ohio,  including  all
matters of  construction,  validity,  and  performance  but  excluding all other
choice of law and conflicts of law rules.

     7.3 Entire Agreement;  Amendment.  Except as provided in Section 7.8 below,
this  Agreement,  together  with all Exhibits  hereto,  is the  Parties'  entire
agreement  with respect to the subject matter hereof and supersedes all prior or
contemporaneous oral or written communications,  proposals,  and representations
with respect to the subject matter  hereof.  No  modification  to this Agreement
will be binding unless in writing and signed by a duly authorized representative
of each Party.

     7.4 Section Headings.  The section headings contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement.

     7.5  Severability.  If at any  time  subsequent  to the  date  hereof,  any
provision of this Agreement shall be held by any court of competent jurisdiction
to be illegal,  void, or unenforceable,  that provision shall be of no force and
effect, but the illegality or non-enforceability of such provision shall have no
effect upon and shall not impair the  enforceability  of any other  provision of
this Agreement.

     7.6  Successors;  No Third Party  Beneficiaries.  This  Agreement  shall be
binding upon and shall inure to the benefit of the Parties and their  respective
successors  and permitted  assigns,  and shall not confer any rights or remedies
upon any other third party other than such  successors  and  permitted  assigns.
This Agreement and the respective Parties' rights and obligations  hereunder may
not be assigned or  transferred  by any Party,  directly  or  indirectly,  or by
operation of law, without the prior written consent of the other Parties hereto.

     7.7 Expenses.  Each Party shall pay its own expenses in connection with the
negotiation and execution of this Agreement.

     7.8 Confidentiality;  Public Announcements.  From the date hereof until the
first  to  occur  of the  Closing  and  the  termination  of this  Agreement  in
accordance  with Article 6, the Parties will be bound by the  provisions of Part
VI of the Letter  Agreement  to the same extent as if it were  rewritten  in its
entirety herein.

                                       14
<PAGE>

     7.9 Survival.  The  representations  and warranties  contained in Article 2
shall survive the Closing until the expiration or earlier termination of the LLC
Agreement.  The  representations  and  warranties  contained  in Article 3 shall
survive for a period of one (1) year after the Closing.  Subject to Section 6.2,
the  provisions of Section 4.2 and Article 7 shall survive the Closing until the
termination of the LLC Agreement, the provisions of Section 4.3 shall survive in
accordance  with the terms of such Section,  and the  provisions of Sections 4.4
and 4.5 shall survive without limitation as to time.

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

                         [Signatures on following page]




                                       15
<PAGE>


     IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the
day and year first above written.

REJ REALTY LLC


By:  /s/ Judson E. Smith
    -------------------------------------------------
     Judson E. Smith, Executive Vice President

JG MANAGER LLC


By:  /s/ Judson E. Smith
    -------------------------------------------------
     Judson E. Smith, Executive Vice President

JG GULF COAST TOWN CENTER LLC

By JG Manager LLC, as Manager

By:  /s/ Judson E. Smith
    -------------------------------------------------
         Judson E. Smith, Executive Vice President

JG GULF COAST MEMBER LLC

By:  /s/ Judson E. Smith
    -------------------------------------------------
     Judson E. Smith, Executive Vice President

CBL & ASSOCIATES LIMITED PARTNERSHIP

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

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

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


                                       16
<PAGE>


                                   APPENDIX A
                                   DEFINITIONS

"Affiliate" means, with respect to any Person, (i) any Person, which directly or
indirectly,  through one or more intermediaries,  Controls, 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 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,  shall not be deemed
an  Affiliate  of CBL for  purposes of this  Agreement,  (B) JGM, REJ Realty and
their  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 JGM
or REJ Realty for purposes of this Agreement.

"Agreement" has the meaning set forth in the Preamble to this Agreement.

"CBL" has the meaning set forth in the Preamble to this Agreement.

"CBL  Guaranteed  Obligations"  has the meaning set forth in Section 4.4 of this
Agreement

"CBL Member" has the meaning set forth in the Preamble to this Agreement.

"CBL Member Initial Capital  Contribution"  means the sum of Forty Million Three
Hundred    Thirty-Four    Thousand    Nine   Hundred    Seventy-Eight    Dollars
($40,334,978.00).

"Closing" has the meaning set forth in Section 1.4 of this Agreement.

"Closing Date" has the meaning set forth in Section 1.4 of this Agreement.

"Control" or "Controlled by" means 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.

"Entity" means 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.

"Governmental  Agency"  has  the  meaning  set  forth  in  Section  2.3 of  this
Agreement.

"Jacobs Member" has the meaning set forth in the Preamble to this Agreement.

"JG Gulf Coast" has the meaning set forth in the Preamble to this Agreement.

"JGM" has the meaning set forth in the Preamble to this Agreement.

"Letter Agreement" means that certain letter agreement, dated as of February 22,
2005,  by and between The Richard E. Jacobs  Group,  Inc.  and CBL &  Associates
Properties, Inc.

                                      A-1

                                       17
<PAGE>

"LLC  Agreement"  means that  certain  Amended and  Restated  Limited  Liability
Agreement of JG Gulf Coast,  to be entered into as of the Closing  Date,  by and
among REJ  Realty,  JGM and CBL Member,  and the other  exhibits  and  schedules
attached to and incorporated  therein,  in the form of Exhibit A attached hereto
and made a part hereof.

"Original  Proposed  Tenant"  has the  meaning  set forth in the  definition  of
"Required Post-Closing Approvals."

"Parties"  means REJ Realty,  JGM,  Jacobs Member,  JG Gulf Coast,  CBL, and CBL
Member, and "Party" means any one of them.

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

"Proposed  Replacement  Tenant" has the meaning set forth in the  definition  of
"Required Post-Closing Approvals."

"Property   Management   Agreement"  means  that  certain  Property   Management
Agreement,  to be entered into as of the Closing  Date, by and among CBL Manager
and JG Gulf Coast, in the form of Exhibit G to the form of the LLC Agreement.

"REJ Realty" has the meaning set forth in the Preamble to this Agreement.

"REJ Realty Guaranteed  Obligations" has the meaning set forth in Section 4.5 of
this Agreement.

"Required Post-Closing  Approvals" means each of the following:  (a) approval by
Target, Bass Pro, Belk and JCPenney of the Phase One Site Plan and the Phase Two
Site  Plan and  amendments  to  existing  agreements  and  documents  and  draft
documents relating to such Persons; (b) approval by the appropriate Governmental
Agencies  of Lee  County,  Florida  of the Phase One Site Plan and the Phase Two
Site Plan and  necessary  phasing  and  permitting  and  related  amendments  to
existing  documents and  agreements  with such  Governmental  Agencies;  (c) all
required approvals from Target and the appropriate  Governmental Agencies of Lee
County,  Florida  respecting the Phase One Site Plan and the Phase Two Site Plan
and related phasing and permitting necessary to obtain certificates of occupancy
for  tenants  in Phase One (from and  including  Target to and  including  Regal
Cinema),  as depicted on the Phase One Site Plan; (d) all necessary permits from
the  U.S.  Army  Corps of  Engineers  and the  South  Florida  Water  Management
District,  and all related easements and access rights,  necessary to provide an
entry  drive to the  Project  from Alico  Road.  Except as  provided in the last
sentence in this  definition,  if any  proposed  Anchor or other tenant named or
referred to in this definition (each, an "Original Proposed Tenant") is replaced
with another proposed Anchor or tenant (each, a "Proposed  Replacement  Tenant")
prior to the obtaining of all the Required Post-Closing Approvals that relate to
such Original  Proposed  Tenant,  references in such  definition to the Original
Proposed Tenant shall be deemed to refer to the Proposed  Replacement Tenant, if
the Proposed  Replacement Tenant has similar approval rights with respect to the
corresponding Required Post-Closing  Approvals.  Notwithstanding the immediately

                                      A-2

                                       18
<PAGE>

preceding sentence in this definition, if any Original Proposed Tenant releases,
waives or forfeits its rights to give the Required  Post-Closing  Approvals that
relate to it, whether pursuant to or in violation of any agreements between such
Original  Proposed Tenant and JG Gulf Coast or any of its  Affiliates,  prior to
the  obtaining of all the Required  Post-Closing  Approvals  that relate to such
Original Proposed Tenant,  and the Original Proposed Tenant is not replaced by a
Proposed  Replacement  Tenant  prior to the date that is six (6) months prior to
the Second Anniversary,  there shall be no Required Post-Closing  Approvals with
respect to either  the  Original  Proposed  Tenant or the  Proposed  Replacement
Tenant, if any.

"Second Anniversary" has the meaning set forth in Section 4.3 of this Agreement.

"Unwind Closing" has the meaning set forth in Section 4.3 of this Agreement.

"Unwind  Closing  Date"  has  the  meaning  set  forth  in  Section  4.3 of this
Agreement.

"Unwind Notice" has the meaning set forth in Section 4.3 of this Agreement.

"Unwind  Purchase  Price"  has the  meaning  set  forth in  Section  4.3 of this
Agreement.

"Unwind  Option  Period"  has the  meaning  set  forth  in  Section  4.3 of this
Agreement.

"Unwind Right" has the meaning set forth in Section 4.3 of this Agreement.

                                      A-3

                                       19
<PAGE>
                                    EXHIBIT A

                                The LLC Agreement



                                       20
<PAGE>


                                    EXHIBIT B

                              Environmental Reports


                                       21
<PAGE>

