EXHIBIT 10.1 MORTGAGE, PLEDGE AND SECURITY AGREEMENT

EXHIBIT 10.1

----------------------------------------------------------------------
----------------------------------------------------------------------

MORTGAGE, PLEDGE AND SECURITY AGREEMENT

among

WESTLAND REALTY, INC.,

WESTFIELD PARTNERS, INC.,

WESTLAND MANAGEMENT, INC.

and

WESTFIELD AMERICA, INC.

Dated as of May 21, 1997

----------------------------------------------------------------------
----------------------------------------------------------------------

TABLE OF CONTENTS

Page

SECTION 1. CERTAIN DEFINITIONS. . . . . . . . . . . . . . . . . . . . . .2

SECTION 2. SECURITY FOR SECURED OBLIGATIONS . . . . . . . . . . . . . . .3

SECTION 3. GRANTING OF SECURITY . . . . . . . . . . . . . . . . . . . . .4

SECTION 4. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . .5

SECTION 5. VOTING RIGHTS, DIVIDENDS AND OTHER DISTRIBUTIONS,ETC.. . . . .7
5.1. Prior to Event of Default . . . . . . . . . . . . . . . . . .7
5.2. After Event of Default. . . . . . . . . . . . . . . . . . . .7

SECTION 6. COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . .8
6.1. General Covenants . . . . . . . . . . . . . . . . . . . . . .8
6.1.1. Sale of Collateral, etc.. . . . . . . . . . . . . . . . . . .8
6.1.2. Filing of Financing Statements, etc. . . . . . . . . . . . .8
6.1.3. Other Distributions . . . . . . . . . . . . . . . . . . . . .8
6.1.4. Payment of Loan . . . . . . . . . . . . . . . . . . . . . . .8
6.1.5. Books and Records . . . . . . . . . . . . . . . . . . . . . .9
6.1.6. Chief Executive Office. . . . . . . . . . . . . . . . . . . .9
6.1.7. Further Assurances. . . . . . . . . . . . . . . . . . . . . .9
6.1.8. Estoppel Certificates . . . . . . . . . . . . . . . . . . . .9
6.1.9. Consent of Westland Realty. . . . . . . . . . . . . . . . . .9
6.2. Covenants Relating to the Property. . . . . . . . . . . . . 10
6.2.1. Additional Debt and Liens . . . . . . . . . . . . . . . . . 10
6.2.2. No Refinancing of Prudential Debt . . . . . . . . . . . . . 10
6.2.3. Amendments of Certain Documents . . . . . . . . . . . . . . 10
6.2.4. Warranty of Title . . . . . . . . . . . . . . . . . . . . . 10
6.2.5. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.2.6. Payment of Taxes, etc.. . . . . . . . . . . . . . . . . . . 13
6.2.7. Leases and Rents. . . . . . . . . . . . . . . . . . . . . . 14
6.2.8. Maintenance of Property . . . . . . . . . . . . . . . . . . 17
6.2.9. Performance of Other Agreements . . . . . . . . . . . . . . 18
6.2.10. Hazardous Substances. . . . . . . . . . . . . . . . . . . . 18
6.2.11. Asbestos. . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 7. RIGHTS OF THE PLEDGEE. . . . . . . . . . . . . . . . . . . . 20

(i)

7.1. No Obligations or Liability to the Pledgors . . . . . . . . 20
7.2. Right of Pledgee to Perform Pledgors' Covenants, etc. . . . 20
7.3. Additional Security . . . . . . . . . . . . . . . . . . . . 20
7.4. Release of the Pledge and Security Interest Created Hereby. 21

SECTION 8. EVENTS OF DEFAULT; REMEDIES AND ENFORCEMENT. . . . . . . . . 21
8.1. Events of Default . . . . . . . . . . . . . . . . . . . . . 21
8.2. Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . 22
8.3. Application of Proceeds Following Event of Default. . . . . 24
8.4. Purchase of Collateral by Pledgee . . . . . . . . . . . . . 24
8.5. Receipt Sufficient Discharge. . . . . . . . . . . . . . . . 25
8.6. Sale a Bar Against the Pledgors . . . . . . . . . . . . . . 25
8.7. No Waiver; Cumulative Remedies. . . . . . . . . . . . . . . 25

SECTION 9. PLEDGORS' OBLIGATIONS NOT AFFECTED . . . . . . . . . . . . . 26

SECTION 10. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . 27
10.1. Amendments, etc.. . . . . . . . . . . . . . . . . . . . . . 27
10.2. Successors and Assigns. . . . . . . . . . . . . . . . . . . 27
10.3. Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . 28
10.4. Severability. . . . . . . . . . . . . . . . . . . . . . . . 28
10.5. Non-Recourse. . . . . . . . . . . . . . . . . . . . . . . . 28
10.6. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 29
10.7. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . 30

Schedule I -- UCC Filing Offices
Schedule II -- New Leases
Schedule III -- Prudential Financing Documents

(ii)

MORTGAGE, PLEDGE AND SECURITY AGREEMENT, dated as of May __, 1997, among
WESTLAND REALTY, INC, a Maryland corporation ("WESTLAND REALTY"), WESTFIELD
PARTNERS, INC., a Delaware corporation ("WESTFIELD PARTNERS"), and WESTLAND
MANAGEMENT, INC., a Delaware corporation ("WESTLAND MANAGEMENT", together with
Westfield Partners, the "PLEDGORS"), and WESTFIELD AMERICA, INC., a Missouri
corporation (the "PLEDGEE"). Capitalized terms used herein without other
definition have the respective meanings specified in Section 1.

R E C I T A L S

A. Westland Realty is the sole stockholder of Westfield Partners and
Westland Management.

B. Westfield Partners is a limited partner of Westland Garden State
Plaza, Limited Partnership, a Delaware limited partnership (the "PARTNERSHIP"),
and Westland Management is a general partner of the Partnership.

C. The Pledgee has agreed to make a loan to the Pledgors in the amount
of $145,000,000 (the "LOAN").

D. The Pledgors have jointly and severally agreed to repay the Loan on
the terms set forth in the Promissory Note, dated the date hereof (the "NOTE"),
issued by the Pledgors to the Pledgee.

E. It is a condition to the obligation of the Pledgee to make the Loan
that Westfield Partners and Westland Management mortgage and pledge their
respective partnership interests in the Partnership to the Pledgee, in each case
as security for the performance of the obligations of the Pledgors under the
Note.

F. The Pledgors and the Pledgee intend that the Loan, as secured by the
Pledgors' partnership interest in the Partnership, shall be treated for Federal
income tax purposes as a "real estate asset" within the meaning of Section
856(c)(6)(B) of the Internal Revenue Code of 1986, as amended (the "CODE").

NOW, THEREFORE, to induce the Pledgee to make the Loan, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, each Pledgor and Westland Realty (but only to the extent set forth
herein) hereby agrees with the Pledgee as follows:

SECTION 1. CERTAIN DEFINITIONS.

The following capitalized terms are used herein with the respective
meanings set forth below.

COLLATERAL: the meaning given in Section 3.

DEEMED APPROVED LEASE: the meaning given in Section 6.2.7.

EASEMENT AGREEMENT: the meaning given in Section 6.2.4.

EVENT OF DEFAULT: the meaning given in Section 8.

FAIR MARKET RENTAL TERMS: the meaning given in Section 6.2.7.

HAZARDOUS ASBESTOS: the meaning given in Section 6.2.11.

HAZARDOUS SUBSTANCES: the meaning given in Section 6.2.10.

INTEREST: Fixed Interest and Contingent Interest (each as defined in
the Note).

LEASES: the meaning given in Section 6.2.7.

LIEN: as to any Person, any mortgage, lien, pledge, adverse claim,
charge, security interest or other encumbrance in or on, or any interest or
title of any vendor, lessor, lender or other secured party to or of such Person
under any conditional sale or other title retention agreement or capital lease
with respect to, any property or asset owned or held by such Person.

LOAN: the meaning given in Paragraph C of the Recitals.

MAJOR LEASES: the meaning given in Section 6.2.7.

MANAGEMENT AGREEMENT: the Management Agreement, dated July 1, 1993,
between the Partnership and Westfield Corporation, Inc., as amended,
supplemented or modified from time to time in accordance with the terms thereof
and hereof.

NON-MAJOR LEASE: the meaning given in Section 6.2.7.

NOTE: the meaning given in Paragraph D of the Recitals.

NYUCC: the Uniform Commercial Code of the State of New York.

PARTNERSHIP: the meaning given in Paragraph B of the Recitals.

PARTNERSHIP AGREEMENT: the Agreement of Limited Partnership of the
Partnership, dated as of July 1, 1993, as amended, modified or supplemented from
time to time in accordance with the provisions thereof and hereof.

PERMITTED ENCUMBRANCES: the meaning given in Section 6.2.4.

PERSON: a corporation, an association, a partnership, a limited
liability company, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency.

PLEDGORS: the meaning given in the first paragraph of the Recitals.

POLICIES: the meaning given in Section 6.2.5.

PROPERTY: the Garden State Plaza Shopping Center located in Paramus,
New Jersey.

PRUDENTIAL FINANCING DOCUMENTS: the documents listed on Schedule III
attached hereto relating to the existing $260,020,000 mortgage loan on the
Property held by The Prudential Insurance Company of America, each as amended,
modified or supplemented from time to time in accordance with the provisions
thereof and hereof.

SECURED OBLIGATIONS: the meaning given in Section 2.

TAXES: the meaning given in Section 6.2.6.

SECTION 2. SECURITY FOR SECURED OBLIGATIONS.

This Agreement is made for the benefit of Pledgee to secure (a) the
payment of the principal of and Interest on the Note (including, without
limitation, Interest accruing after the date of any filing by any Pledgor of any
petition in bankruptcy or the commencement of any bankruptcy, insolvency or
similar proceeding with respect to any Pledgor) as and when the same shall
become due and payable in accordance with the terms thereof, whether at maturity
or by prepayment, acceleration or otherwise, (b) the payment of all other
indebtedness and other amounts payable by the Pledgors to the Pledgee under the
Note and this Agreement, including, without limitation, the Make-Whole Amount
(as defined in the Note) payable upon any prepayment of the Note following the
occurrence of an Event of Default, and (c) the due and punctual performance by
the Pledgors of and compliance by the Pledgors with all of their other
obligations owed to the Pledgee under the Note and this Agreement. All of the
payment and performance obligations referred to in this Section 2 are referred
to collectively as the "SECURED OBLIGATIONS".

SECTION 3. GRANTING OF SECURITY.

As security for the payment and performance of the Secured Obligations
when due (whether at maturity or by prepayment, acceleration or otherwise) each
of Westfield Partners and Westland Management hereby conveys, assigns, grants,
hypothecates, mortgages, pledges, transfers and delivers to the Pledgee, and
hereby grants to the Pledgee a lien and charge upon, and a security interest in,
all the following property, whether now owned or hereafter acquired and whether
now or in the future existing:

(a) all the right, title and interest of such Pledgor as a limited or
general partner of the Partnership;

(b) any and all payments or distributions of whatever kind or character,
whether in cash or in property, at any time made, owing or payable to such
Pledgor in respect of or on account of its interest in the Partnership,
whether representing profits, distributions pursuant to complete or partial
liquidation or dissolution, repayment of capital contributions, proceeds from
the sale of any portion of such Pledgor's interest in the Partnership or
otherwise;

(d) all right, title and interest of such Pledgor in and to all real and
personal property of the Partnership and every other right, however
characterized, now or hereafter held by the Partnership attributable to any
interest of such Pledgor in the Partnership or received in respect thereof;
and

(e) all cash and non-cash proceeds thereof

(collectively, the "COLLATERAL").

SECTION 4. REPRESENTATIONS AND WARRANTIES.

Each of Westland Realty, Westfield Partners and Westland Management
hereby represents and warrants (to the extent such representation or warranty is
applicable to such entity) that:

(a) It is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has all
requisite corporate power and authority to own and operate its properties
(including the Property), to carry on its business as now conducted and as
proposed to be conducted, and to enter into and carry out the terms of this
Agreement and the Note. The Partnership is duly formed, validly existing and
in good standing under the laws of Delaware and has all requisite power and
authority to own and operate its properties, to carry on its business as now
conducted and proposed to be conducted.

(b) The execution, delivery and performance of this Agreement and the
Note will not result in any violation of, conflict with or constitute a
default under any term of its certificate of incorporation or by-laws or any
agreement or instrument to which it is a party or by which it is bound
(including, without limitation, the Partnership Agreement and the Prudential
Financing Documents), or any term of any applicable law, ordinance, rule or
regulation of any governmental authority or any term of any applicable order,
judgment or decree of any court, arbitrator or governmental authority.
Except for the filing of a financing statement with respect to the Collateral
in the offices listed on Schedule I attached hereto, and continuation
statements with respect thereto, no consent, approval or authorization of, or
declaration or filing with, any governmental authority or regulatory body is
required for its valid execution, delivery and performance of this Agreement
and the Note.

(c) Each of this Agreement and the Note has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except to
the extent that such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws of general
application relating to or affecting the rights and remedies of creditors,
and by general equitable principles.

(d) There is no action, proceeding or investigation pending or threatened
(or, to its knowledge, any basis therefor) which questions the validity of
this Agreement or the Note or any action taken or to be taken pursuant to
this Agreement or the Note, or which might result, either in any case or in
the aggregate, in any material adverse change in its business, operations,
affairs, condition (financial or otherwise), properties or assets, or in any
liability on its part.

(e) No Event or Default or event or condition which, with notice or lapse
of time or both, would become an Event of Default has occurred or is
continuing.

(f) The principal place of business of Westland Realty is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇; the principal place of business of
Westfield Partners is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇; and
the principal place of business of Westland Management is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.

(g) Westland Realty is the record and beneficial owner of all of the
outstanding capital stock of Westfield Partners and Westland Management, free
and clear of any Lien.

(h) Westfield Partners and Westland Management own the respective
partnership interests pledged pursuant to this Agreement free and clear of
any Lien except for the Liens created by this Agreement and the Partnership
Agreement.

(i) The security interest granted by Westfield Partners and Westland
Management pursuant to this Agreement constitutes a valid security interest
in the Collateral, which is or will be perfected upon the filing of a
financing statement with respect to the Collateral in the offices listed on
SCHEDULE I attached hereto. Such security interest constitutes a first
priority security interest that is enforceable as such against all creditors
of Westfield Partners or Westland Management and any Persons purporting to
purchase any interest in the Partnership from Westfield Partners or Westland
Management.

(j) No effective financing statement or other instrument similar in
effect covering all or any part of the Collateral is on file in any recording
office, except such as may have been filed in favor of the Pledgee relating
to this Agreement.

(k) The Pledgors have delivered to the Pledgee true, correct and complete
copies of the Partnership Agreement, the Management Agreement, each of the
Prudential Financing Documents and the audited financial statements of the
Partnership for each of the years ended December 31, 1996 and December 31,
1995. There has been no material adverse change in the financial condition
of the Partnership from the condition disclosed by its most recent audited
financial statements.

SECTION 5. VOTING RIGHTS, DIVIDENDS AND OTHER DISTRIBUTIONS,
ETC.

5.1 PRIOR TO EVENT OF DEFAULT. (a) So long as no Event of Default
shall have occurred and be continuing, each of Westfield Partners and Westland
Management shall retain its rights to receive all cash payments and
distributions from the Partnership in respect of such Pledgor's partnership
interest in the Partnership for any purpose and shall retain all other rights as
a limited or general partner of the Partnership, provided that such rights are
not exercised in a manner that would cause a violation of any of the provisions
of this Agreement or the Note.

5.2 AFTER EVENT OF DEFAULT. For so long as an Event of Default is
continuing, (I) neither Westfield Partners nor Westland Management may exercise
any rights as a partner of the Partnership without the prior written consent of
the Pledgee, (II) all cash payments and distributions from the Partnership in
respect of the partnership interest of Westfield Partners or Westland Management
will be deemed held in trust by such Pledgor for the benefit of the Pledgee and
thereafter may not be commingled with other assets of such Pledgor, or applied
to any use other than the payment of Secured Obligations or the making of
capital contributions or loans to the Partnership, without the prior written
consent of the Pledgee, and (III) if the Pledgee shall have notified such
Pledgor that it elects to exercise rights as a partner of the Partnership
hereunder, (X) all rights of such Pledgor as a partner of the Partnership which
such Pledgor would otherwise be entitled to exercise pursuant to Section 5.1
shall cease, and (Y) all such rights shall thereupon become vested in the
Pledgee, who during the continuation of such Event of Default shall have
directly (or through its nominee) the sole right to exercise such rights as a
partner of the Partnership, all without liability except to account for property
actually received by it, but the Pledgee shall have no duty to such

Pledgor to exercise any such right and shall not be responsible for any failure
to do so or delay in so doing.

SECTION 6. COVENANTS.

6.1. GENERAL COVENANTS.

6.1.1. SALE OF COLLATERAL, ETC. Unless the Note is simultaneously
prepaid in accordance with its terms or the Pledgee consents to such
transaction, no Pledgor will, directly or indirectly, (A) sell, assign,
transfer, convey or otherwise dispose of, or grant any option with respect
to, any of the Collateral, except as currently set forth in the Partnership
Agreement, or (B) create or permit to exist any Lien upon or with respect to
any of the Collateral, except for the lien and security interest created by
this Agreement or (C) do anything or suffer to exist anything, or omit to do
anything or suffer to exist any omission which would cause the value of the
Collateral to diminish in such a way as to have a material adverse effect on
the Pledgee or on its rights in respect of the Note, this Agreement or the
Collateral, including without limitation any dilution of the partnership
interests, except as currently set forth in the Partnership Agreement.
Notwithstanding the foregoing, the provisions of this Section 6.1.1 shall not
apply to (I) any transfer of any interest in any Pledgor to an entity all of
the outstanding voting equity interests of which are owned, directly or
indirectly, by Westfield Holdings Limited or (II) any transfer of any shares
of stock of Westfield Holdings Limited, PROVIDED that the Pledgors shall give
the Pledgee at least 10 days' prior written notice of any such transfer under
clause (I) above and shall execute and deliver to the Pledgee such documents
as the Pledgee may reasonably request in connection therewith.

6.1.2. FILING OF FINANCING STATEMENTS, ETC. Each Pledgor will immediately
cause Uniform Commercial Code financing statements with respect to the
Collateral to be filed in the offices listed on Schedule I attached hereto and
will cause the Partnership to make such notations in its books and records of
the pledge of the partnership interests of Westfield Partners and Westland
Management hereunder as may be necessary or desirable in order to perfect the
pledge of such partnership interests granted pursuant hereto.

6.1.3. OTHER DISTRIBUTIONS. Except for cash payments and distributions
from the Partnership permitted to be paid to Westfield Partners and Westland
Management pursuant to Section 5.1, each of Westfield Partners and Westland
Management will cause all payments and distributions of any kind on its
partnership interest in the Partnership (including any sums paid upon or in
respect of such partnership interest upon the liquidation or dissolution of the
Partnership) to be paid directly to the Pledgee (and if any such payments or
distributions are received by such Pledgor, such Pledgor will hold them in trust
for the benefit of, and will immediately turn them over to, the

Pledgee) and the Pledgee will hold and dispose of all such payments and
distributions as part of the Collateral.

6.1.4. PAYMENT OF LOAN. The Pledgors, jointly and severally, agree to
pay the Loan in accordance with the terms set forth in the Note.

6.1.5. BOOKS AND RECORDS. Each Pledgor will keep full and accurate books
and records relating to the Collateral, and will comply with the provisions of
the Note relating to the delivery of financial statements.

6.1.6. CHIEF EXECUTIVE OFFICE. No Pledgor will change its name or change
the location of its chief executive office (A) to a location outside of the
United States and (B) unless such Pledgor shall have (I) given the Pledgee at
least 30 days' prior notice thereof and (II) made all filings or recordings, and
taken all other action, necessary or desirable under applicable law to protect
and continue the priority of the Lien created by this Agreement.

6.1.7. FURTHER ASSURANCES. Each Pledgor will at any time and from time
to time, at its own expense, promptly execute, acknowledge, file, deliver,
record and publish all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and all such further certificates, instruments and documents, and take all such
further action, as may be required by applicable law, or as may be necessary or
desirable, or that the Pledgee may reasonably request, to (A) grant more
effectively a security interest in favor of the Pledgee in all or any portion of
the Collateral, (B) maintain, preserve or perfect the security interest and lien
created or purported to be created by this Agreement, (C) preserve and defend
against any Person its title to the Collateral and the rights purported to be
granted therein by this Agreement to the Pledgee, (D) enable the Pledgee to
exercise and enforce its rights and remedies hereunder, and (E) carry out more
effectively the purposes of this Agreement.

6.1.8. ESTOPPEL CERTIFICATES. From time to time, upon request of any
Pledgor, the Pledgee will deliver to such Pledgor a statement as to (A) the
outstanding principal of, and accrued and unpaid Interest on, the Note and (B)
whether the Pledgee is aware that any Event of Default, or any event or
condition which, with notice or lapse of time or both, would become an Event of
Default, has occurred and is continuing. From time to time, upon request of the
Pledgee, each Pledgor will deliver to the Pledgee a statement as to (I) the
outstanding principal of, and accrued and unpaid Interest on, the Note and (II)
whether such Pledgor is aware that any Event of Default,

or any event or condition which, with notice or lapse of time or both, would
become an Event of Default, has occurred and is continuing.

6.1.9. CONSENT OF WESTLAND REALTY. Westland Realty, as the sole
shareholder of the capital stock of each of Westfield Partners and Westland
Realty, hereby acknowledges that it has approved the pledge of the Collateral to
the Pledgee and hereby covenants to cause the Pledgors to comply with the terms
of the Note and this Agreement.

6.2 COVENANTS RELATING TO THE PROPERTY.

6.2.1. ADDITIONAL DEBT AND LIENS. To the extent within Pledgors'
control, no Pledgor will permit the Partnership to incur any indebtedness for
borrowed money secured by a Lien on the Property or any other assets of the
Partnership, other than the indebtedness incurred pursuant to the Prudential
Financing Documents or as may be approved by the prior written consent of
Pledgee.

6.2.2. NO REFINANCING OF PRUDENTIAL DEBT. To the extent within Pledgors'
control, no Pledgor will permit the Partnership to refund or refinance the
indebtedness incurred pursuant to the Prudential Financing Documents without the
prior written consent of the Pledgee.

6.2.3. AMENDMENTS OF CERTAIN DOCUMENTS. To the extent within Pledgors'
control, no Pledgor will permit the Partnership to amend, modify or terminate,
or to grant any waiver or consent under, the Partnership Agreement, the
Management Agreement or any of the Prudential Financing Documents without the
prior written consent of the Pledgee. To the extent within Pledgors' control,
the Pledgors will cause the Partnership to comply with all of its obligations
under each of the Partnership Agreement, the Management Agreement and the
Prudential Financing Documents.

6.2.4. WARRANTY OF TITLE. The Pledgors warrant that the Partnership has
good and marketable title to the Property, that the Partnership possesses an
unencumbered and indefeasible fee estate in the Property and that the
Partnership owns the Property free and clear of all liens, encumbrances and
charges whatsoever except for those incurred pursuant to the Prudential
Financing Documents and those approved by the Pledgee (which includes all
matters existing of record as of the date hereof) (collectively, the "PERMITTED
ENCUMBRANCES"). To the extent within Pledgors' control, the Pledgors will not
permit the Partnership to further encumber the Property except as permitted by
this Agreement. Notwithstanding the foregoing, the Pledgors may permit the
Partnership to grant to the appropriate parties easements for utility purposes
(including easements for utility rights of way) affecting the Property, in the

ordinary course of business or development of the Property, provided that such
easements have no material, adverse effect on the Property or any part thereof,
the value thereof or the use thereof as a first-class regional shopping center,
and the Pledgee agrees that such utility easements which meet all of the
foregoing requirements shall be deemed Permitted Encumbrances hereunder. The
Pledgors will forever warrant, defend and preserve such title to the Pledgee
against the claims of all persons whomsoever. The Partnership has entered into
that certain Easement and Option to Purchase Agreement (the "EASEMENT
AGREEMENT") as of July 1, 1993 with Westland Properties, Inc., recorded in the
Register's Office on July 7, 1993 in Deed Book 7617, Page 684, pursuant to which
Easement Agreement the Partnership is granted an easement over certain adjacent
property for ingress and egress purposes and parking of vehicles and other uses
and activities approved by Westland Properties, Inc. The Easement Agreement
also grants to the Partnership an option to purchase the property. To the
extent within the Pledgors' control, the Pledgors covenant and agree that they
will not permit the Partnership to exercise any option to purchase the property
under the Easement Agreement or make use of the easement for any purpose other
than ingress and egress and for the parking of vehicles without first obtaining
the prior written consent of the Pledgee.

6.2.5. INSURANCE. (a) To the extent within the Pledgors' control, the
Pledgors will cause the Partnership, at its sole cost and expense, to keep the
Property insured during the entire term of this Agreement for the benefit of,
among other parties, the Pledgors and the Pledgee against loss or damage by fire
and against loss or damage by other risks embraced by coverage of the type now
known as "fire and extended coverage", including, but not limited to, riot and
civil commotion, vandalism, malicious mischief, burglary, theft and mysterious
disappearance, in an amount (I) equal to at least 100% of the then "full
replacement cost" of the improvements and equipment, without deduction for
physical depreciation, and (II) such that the insurer would not deem the
Partnership a co-insurer under such policies. The policies of insurance carried
in accordance with this Section 6.2.5 shall be paid in advance (in such
installments as the Partnership may elect to pay under the terms of such
policies without being in default in payment of premiums) and shall contain the
"Replacement Cost Endorsement" with a waiver of depreciation.

(b) To the extent within the Pledgors' control, the Pledgors will cause
the Partnership, at its sole cost and expense, for the mutual benefit of, among
other parties, the Pledgors and the Pledgee, to obtain and maintain during the
entire term of this Agreement the following policies of insurance:

(i) Flood Insurance if the Property is located in an area identified by
the Secretary of Housing and Urban Development as an area having special flood
hazards and in which flood insurance has been made available under the
National Flood Insurance Act of 1968 (and any successor act thereto) in an
amount at least equal to the outstanding principal amount of the Note and
the Prudential Financing or the maximum limit of coverage available with
respect to the improvements and equipment under said Act, whichever is less.

(ii) Comprehensive public liability insurance, including broad form
property damage, blanket contractual and person injuries (including death
resulting therefrom) coverages.

(iii) Rental loss insurance in an amount equal to at least 100% of the
aggregate annual amount of all rents and additional rents payable by all of
the tenants under the leases at the Property (whether or not such leases are
terminable in the event of a fire or casualty), such rental loss insurance to
cover rental losses for a period from the date of the fire or casualty in
question through the date which is 365 days after the completion of the
restoration of the damage caused by such fire or casualty. The amount of such
rental loss insurance shall be modified annually to reflect all increased rent
and increased additional rent payable by all of the tenants under the leases.

(iv) Insurance against loss or damage from explosion of steam boilers,
air conditioning equipment, high pressure piping, machinery and equipment,
pressure vessels or similar apparatus now or hereafter installed in the
improvements.

(v) To the extent within the Pledgors' control, such other insurance
(excluding earthquake insurance) as may from time to time be reasonably
required by the Pledgee in order to protect its interests, provided such
insurance is available at commercially reasonable rates and is customarily
carried in the regional shopping center industry.

(c) To the extent within the Pledgors' control, all policies of
insurance (the "POLICIES") required pursuant to this Section 6.2.5 (i) shall be
issued by an insurer reasonably satisfactory to the Pledgee (it being agreed
that any unrelated third party insurer having all required authority to issue
insurance policies relating to property located in the State of New Jersey, and
having an A.M. Best Property/Casualty Rating of A- or better and an A.M. Best
Financial Size Rating of Class VIII or better, shall be deemed satisfactory to
the Pledgee), (ii) shall be maintained throughout the term of the Note without
cost to the Pledgee, (iii) shall contain such provisions as the Pledgee

deems reasonably necessary or desirable to protect its interest, including,
without limitation, endorsements providing that neither the Partnership, the
Pledgee nor any other party shall be a co-insurer under such Policies and that
the Pledgee shall receive at least 30 days' prior written notice of any
modification or cancellation, and (IV) shall be reasonable satisfactory in form
and substance to the Pledgee and shall be subject to the Pledgee's approval
(which approval shall not be unreasonably withheld or delayed) as to amounts,
form, risk coverage, deductibles, loss payees and insureds (provided that the
Pledgee's agreement to be reasonable in approving amounts, form, risk coverage,
deductibles, loss payees and insureds shall in no way affect or limit the
specific insurance requirements otherwise required to be observed by the
Pledgors under this Section 6.2.5). The Pledgors may permit the Partnership to
obtain blanket policies covering the Property and other property owned by
affiliates of the Partnership in satisfaction of the foregoing insurance
requirements, provided that such blanket policies meet all of the foregoing
insurance requirements, including, without limitation, amounts and deductibles
as to the Property and loss payees and insureds. Not later than five days prior
to the expiration date of each of the Policies, the Pledgors will deliver to the
Pledgee satisfactory evidence of the renewal of each of the Policies.

(d) If the Property shall be damaged or destroyed, in whole or in
part, by fire, or other casualty, the Pledgors will give prompt written notice
thereof to the Pledgee and prior to the making of any repairs thereto, PROVIDED,
HOWEVER, that no such notice shall be required where the loss or damage is
$2,000,000 or less and no Event of Default shall have occurred and be
continuing. If the loss or damage exceeds $2,000,000, then, subject to the
terms of the existing mortgage on the Property and to the extent within the
Pledgors' control, the Pledgors will cause the Partnership promptly to commence
and diligently to continue to perform the repair and restoration of the Property
so damaged or destroyed so as to restore the Property to substantially as good,
or better, condition as existed immediately prior to such damage or destruction.
To the extent within the Pledgors' control, the Pledgors will cause the Property
to be repaired and restored in accordance with all legal requirements, pursuant
to plans reasonably approved by the Pledgee and otherwise in accordance with the
requirements of this Agreement.

6.2.6. PAYMENT OF TAXES, ETC. (a) To the extent within the Pledgors'
control, the Pledgors will cause the Partnership to pay all taxes, assessments,
water rates and sewer rents, now or hereafter levied or assessed or imposed
against the Property or any part thereof (the "TAXES") and all maintenance
charges, other governmental impositions, and other charges prior to delinquency
and before interest and/or penalties become due. The Pledgors will deliver to
the Pledgee, promptly upon the Pledgee's request, evidence reasonably
satisfactory to the Pledgee that the Taxes

and such charges, fees and impositions have been so paid and are not then
delinquent. To the extent within the Pledgors' control, the Pledgors will not
permit the Partnership to suffer, and will promptly cause to be paid and
discharged, any Lien which may be or become a Lien (including, without
limitation, tax liens and mechanics' liens) against the Property (other than the
Permitted Encumbrances), and will promptly pay for all utility services provided
to the Property.

(b) Notwithstanding the provisions of subsection (a) of this Section
6.10, the Pledgors may permit the Partnership to contest in good faith the
amount or validity of any such Lien (including, without limitation, tax liens
and mechanics' liens) referred to in the last sentence of subsection (a) above
(or in connection with any tenant mechanics' lien to enforce the Partnership's
rights under the lease to cause tenant to remove such mechanics' lien) by
appropriate legal proceedings and in accordance with all applicable law, after
notice to, but without cost or expense to, the Pledgee, PROVIDED that: (I) the
Partnership pays all Taxes prior to delinquency and before interest and/or
penalties become due, unless the Pledgors deliver evidence that, as a result of
the Partnership's contest, the Partnership's obligation to pay such Taxes has
been deferred by the appropriate governmental authority, in which event the
Pledgors may permit the Partnership to defer such payment of such Taxes until
the date specified by such governmental authority; (II) such contest shall be
promptly and diligently prosecuted by and at the expense of the Partnership;
(III) the Pledgee shall not thereby suffer any civil penalty, or be subjected
to any criminal penalties or sanctions; (IV) such contest shall be discontinued
if at any time all or any part of the Property shall be in imminent danger of
being foreclosed, sold, forfeited, or otherwise lost; and (V) during such
contest the Pledgors will, at the option of the Pledgee, provide security
satisfactory to the Pledgee, indemnifying and protecting the Pledgee against any
liability, loss or injury by reason of such contest (PROVIDED that the Pledgee
shall not require that the Pledgors post a bond as security in connection with
the contest of a mechanic's lien but it will post other security reasonably
satisfactory to the Pledgee).

6.2.7. LEASES AND RENTS. (a) To the extent within the Pledgors'
control, the Pledgors will cause the Partnership to use its reasonable efforts
to require that leases of the Property (the "LEASES") provide for rental rates
comparable to other similarly postured first class regional shopping center
malls in the relevant market area and be arm's-length stand-alone transactions
with independent third parties. To the extent within the Pledgors' control, all
Leases shall be subject to the prior written approval of the Pledgee, which
approval shall not be unreasonably withheld or delayed. Notwithstanding the
foregoing, a proposed Lease shall automatically be deemed approved by the
Pledgee (a "DEEMED APPROVED LEASE") if (I) such Lease covers an area of 10,000
square feet or less, or, to the extent the Lease is with a "national or

regional" tenant (as hereinafter defined), covers an area of 18,000 square feet
or less, (II) such Lease provides a term of not less than five years nor more
than ten years, excluding renewal options (or 15 years, including renewal
options), (III) such Lease does not grant the tenant any options to purchase, or
rights of first refusal with respect to, all or any portion of the Property, or
any options, or rights of first refusal with respect to, expansion of the
premises demised thereby, (IV) such Lease does not grant the tenant any right of
self help or set-off, (V) such Lease or the provisions thereof does not violate,
or cause any violation of any other Lease or the provisions thereof, and (VI)
the rental of the Lease is upon Fair Market Rental Terms (hereinafter defined).
As used herein, the term "FAIR MARKET RENTAL TERMS" shall mean that all of the
rental terms of a lease, including, without limitation, base rent, additional
rent, percentage rent and payment of escalations, and taking into account all
concessions, when taken as a whole, shall be at or above the then current market
rental rates for comparable space located in the applicable market.
Notwithstanding anything to the contrary in this subsection (a), the Pledgors
shall not be required to obtain the Pledgee's approval in connection with
temporary/seasonal occupancy arrangements (which are licenses, not leases). For
purposes of this subsection, the term "national or regional tenant" shall mean
an entity then operating under a single business name in four or more shopping
centers in the United States each of which shopping centers contains more than
400,000 square feet of leasable retail space, including, without limitation,
anchors.

(b) (i) To the extent within the Pledgors' control, the Pledgors
will not permit the Partnership, without the prior written consent of the
Pledgee, which consent shall not be unreasonably withheld or delayed, to
(A) cancel, terminate, amend or modify the terms of any Lease listed on Schedule
II attached hereto (the "MAJOR LEASES") or accept a surrender thereof,
(B) consent to any assignment of or subletting under any Major Lease, or
(C) cancel, terminate, abridge or otherwise modify any guaranty of any Major
Lease or the terms thereof.

(ii) The Pledgors may permit the Partnership, without the prior written
consent of the Pledgee, to (A) cancel, terminate, amend or otherwise modify the
terms of any Deemed Approved Lease, or accept a surrender thereof, (B) consent
to an assignment or subletting under any Deemed Approved Lease or (C) cancel,
terminate, amend or modify any guaranty of a Deemed Approved Lease or the terms
thereof, PROVIDED that (X) no Event of Default shall have occurred and be
continuing hereunder, (Y) the Deemed Approved Lease, after any such modification
or amendment, will continue to meet the requirements set forth in clauses (i)
through (vi) of subsection (a) above, provided, however, that with respect to
clause (ii) of subsection (a) above, if the remaining term of the Deemed
Approved Lease is less than five years immediately prior to the time of
amendment, then the fact that such term is less than five years shall

not cause the Pledgee's consent to be required with respect to such amendment so
long as the Partnership does not reduce such term any further as part of such
amendment by more than the number of years equal to 20% of the original term
(excluding renewal options) of such Lease, and (Z) such cancellation,
termination, amendment or modification, or acceptance of a surrender, of a
Deemed Approved Lease or such guaranty thereof, when taken together with other
cancellations, terminations, amendments, modifications or acceptances of
surrender of Deemed Approved Leases or guarantees thereof over the prior six
month period, will not materially adversely affect the Property or the value
thereof, provided that the Partnership may in any event terminate a Deemed
Approved Lease on account of a material default by the tenant thereunder.

(iii) The Pledgors may permit the Partnership, without the prior written
consent of the Pledgee, to (A) cancel, terminate, amend or otherwise modify the
terms of any Lease other than Leases described under subsections (i) and (ii)
above (each, a "NON-MAJOR LEASE"), or accept a surrender thereof, (B) consent to
an assignment or subletting under any Non-Major Lease or (C) cancel, terminate,
amend or modify any guaranty of a Non-Major Lease or the terms thereof, provided
that (X) no Event of Default shall have occurred and be continuing hereunder,
and (Y) without the prior written consent of the Pledgee, to the extent within
the Pledgors' control, the Pledgors will not permit the Partnership to (1)
change the rental, economics or term of any such Non-Major Lease (or grant to
tenant options to purchase or rights of first refusal with respect to all or any
portion of the Property, or grant to tenant options or rights of first refusal
with respect to expansion space, or add landlord obligations to construct, or
modify termination or cancellation rights or self help or offset rights, or add
or modify environmental indemnities), (2) cancel or terminate such Non-Major
Lease except for a material default thereunder, or (3) consent to an assignment
of or subletting with respect to such Non-Major Lease except to the extent the
tenant has the right so to assign or sublet the leased premises without the
Partnership's consent.

To the extent within the Pledgors' control, the Pledgors will cause the
Partnership not to accept prepayments of installments of rents for a period or
more than one month in advance without the prior written consent of the Pledgee
(provided that this provision shall not be deemed to apply to installments of
rents delivered to the Partnership as a security deposit under such Lease).

(c) With respect to each Lease, to the extent within the Pledgors'
control, the Pledgors will cause the Partnership to (I) fulfill or perform each
and every material provision thereof on the lessor's part to be fulfilled or
performed, (II) promptly send copies to the Pledgee of all material notices of
default which the Partnership shall send

or receive thereunder, and (III) enforce all of the material terms, covenants
and conditions contained in such Lease upon the lessee's part to be performed,
PROVIDED, HOWEVER, that the Partnership shall not be required to terminate
Leases as part of such enforcement. Notwithstanding the foregoing sentence,
with respect to any Lease covering an area of less than 10,000 square feet, (A)
the Partnership shall not be required to perform its obligations with respect to
such Lease set forth in clauses (i) and (iii) of the foregoing sentence, if such
failure to perform such obligations, when taken together with the Partnership's
failure to perform its obligations under clauses (i) and (iii) of the foregoing
sentence with respect to other Leases covering an area of less than 10,000
square feet over the prior 12 month period, will not materially, adversely
affect the Property or the value thereof, and (B) notwithstanding the provisions
of clause (A) above, the Partnership shall at all times be required to perform
its obligations under clauses (i) and (iii) of the foregoing sentence with
respect to any provisions in such Leases concerning life, safety or
discrimination issues.

(d) To the extent the Pledgee's consent is required under this
Section 6.11, the Pledgee agrees that it will not unreasonably withhold or delay
such consent.

(e) The Pledgors will deliver to the Pledgee on an annual basis
commencing on June 1, 1998, (I) an updated rent roll for the Property, which
shall be highlighted to show all material changes due to the modification or
termination of Leases or guarantees thereof pursuant to subsection (c) above,
and (II) lease abstracts in form reasonably satisfactory to the Pledgee with
respect to such modifications, the items required under clauses (i) and (ii)
above to be certified by an authorized officer of Westland Management.

6.2.8. MAINTENANCE OF PROPERTY. (a) To the extent within the Pledgors'
control, the Pledgors will cause the Partnership, at its sole cost and expense,
to keep and maintain the Property, including, without limitation, the parking,
the recreational and landscaped portions thereof and the loading docks, in its
current order and condition and in accordance with the Partnership's current
standards of maintenance. To the extent within the Pledgors' control, the
Pledgors will not permit the Partnership to diminish, remove or demolish the
improvements and the equipment on the Property (except up to an aggregated
amount of $1,000,000 in any given calendar year or, in addition, with respect to
equipment, unless the Partnership concurrently therewith replaces the same with
reasonably similar and comparable items of equal or greater value) or materially
altered, and to the extent within the Pledgors' control, the Pledgors will not
permit the Partnership to erect any new buildings, structures or building
additions on the Property without the prior written consent of the Pledgee
(provided that such consent shall not be unreasonably withheld or delayed with
respect to new

buildings, structures or building additions on the Property). To the extent
within the Pledgors' control, the Pledgors will cause the Partnership promptly
to comply in all material respects with all laws, orders and ordinances
affecting the Property, or the use thereof, PROVIDED, HOWEVER, that nothing in
the foregoing clause shall require the Partnership to comply with any such law,
order or ordinance so long as the Partnership shall in good faith, after notice
to, but without cost or expense to, the Pledgee, contest the validity of such
law, order or ordinance by appropriate legal proceedings and in accordance with
all applicable law, which proceedings must operate to prevent (1) the
enforcement thereof, (2) the payment of any fine, charge or penalty by the
Pledgee, (3) the sale or forfeiture of the Property or any part thereof, (4) the
imposition of criminal liability on the Pledgee and (5) the imposition, unless
stayed, of civil liability on the Pledgee; PROVIDED that during such contest, if
requested by the Pledgee and to the extent within the Pledgors' control, the
Pledgors will, or will cause the Partnership to, provide security reasonably
satisfactory to the Pledgee (after taking into account the financial wherewithal
of the Partnership), indemnifying and protecting the Pledgee against any
liability, loss or injury by reason of such non-compliance or contest, and
provided further, that such contest shall be promptly and diligently prosecuted
by and at the expense of the Partnership. To the extent within the Pledgors'
control, (A) the Pledgors will cause the Partnership promptly, at its sole cost
and expense, to repair, replace or rebuild any part of the Property which may
become damaged, worn or dilapidated, (B) the Pledgors will not permit the
Partnership to commit any waste at the Property, (C) the Pledgors will cause the
Partnership to operate the Property at all times as a first-class regional
shopping center, and (D) the Pledgors will cause the Partnership to be managed
at all times by an manager approved by the Pledgee (which approval will not be
required for any affiliate of Westfield Holdings Limited).

6.2.9. PERFORMANCE OF OTHER AGREEMENTS. To the extent within the
Pledgors' control, the Pledgors will cause the Partnership to observe and
perform all of the material terms to be observed and performed by the
Partnership pursuant to the terms of any material agreement or material recorded
instrument affecting or pertaining to the Property (including the loan on the
Property).

6.2.10. HAZARDOUS SUBSTANCES. To the extent within the Pledgors'
control, the Pledgors will cause the Partnership, at no cost or expense to the
Pledgee, to comply with and will cause all occupants of the Property to comply
with all applicable federal state and local laws, rules, regulations and orders
with respect to the discharge, generation, removal, transportation, storage and
handling of hazardous or toxic wastes or substances, including, without
limitation, PCB material (collectively "HAZARDOUS SUBSTANCES"), remove or cause
the removal of any Hazardous Substances from the Property that are in violation
of applicable law, pay immediately when due the cost of

removal of any Hazardous Substances removed from the Property, and keep the
Property free of any Lien imposed pursuant to such laws, rules, regulations and
orders PROVIDED, HOWEVER, with respect to tenants under Leases, the Partnership
shall have 180 days to cause such tenants under Leases to comply with such laws,
rules, regulations and orders. To the extent within the Pledgors' control, the
Pledgors will not permit the Partnership or any occupant of the Property to use,
discharge, transport, or install any PCB material. To the extent within the
Pledgors' control, the Pledgors will cause the Partnership to maintain the
integrity of all storage tanks and drums on or under the Property during the
term of the loan in compliance with all applicable laws, rules, regulations and
orders. To the extent within the Pledgors' control, the Pledgors will cause the
Partnership to follow an operation and maintenance program with respect to all
storage tanks and drums on or under the Property after the date hereof, which
program has been approved in writing by the Pledgee. The Pledgors will indemnify
the Pledgee and hold the Pledgee harmless from and against all loss, cost,
damage and expense (including, without limitation, attorneys' fees and costs
incurred in the investigation, defense and settlement of claims) that the
Pledgee actually incurs as a result of the assertion against the Pledgee of any
claim relating to the presence or removal of any Hazardous Substances or storage
tanks or drums referred to in this paragraph, or compliance with any federal,
state or local laws, rules, regulations or orders relating thereto. The
obligations and liabilities of Pledgors under this Section 6.2.10 shall survive
full payment of the Note, any entry of judgment of foreclosure or a deed in lieu
of foreclosure.

6.2.11. ASBESTOS. To the extent within the Pledgors' control, the
Pledgors will not permit the Partnership or install or permit to be installed in
the Property, friable asbestos or any substance containing asbestos
(collectively, "HAZARDOUS ASBESTOS"). With respect to any such Hazardous
Asbestos currently present in the Property, to the extent within the Pledgors'
control, the Pledgors will cause the Partnership, at no cost or expense to the
Pledgee, promptly to comply with, and to cause all occupants of the Property to
comply with, all applicable federal, state or local laws, rules, regulations or
orders; provided, however, with respect to tenants under Leases, the Partnership
shall, have 180 days to cause such tenants under Leases to comply with such
applicable laws, rules, regulations and orders. The Pledgors will indemnify the
Pledgee and hold the Pledgee harmless from and against all loss, cost, damage
and expense (including, without limitation, attorneys' fees and costs incurred
in the investigation, defense and settlement of claims) that the Pledgee
actually incurs as a result of the assertion against the Pledgee of any claim
relating to the presence or removal of any Hazardous Asbestos, or compliance
with any federal, state or local laws, rules, regulations or orders relating
thereto. The obligations and liabilities of the

Pledgors under this Section 6.2.11 shall survive full payment of the Note, any
entry of judgment of foreclosure or a deed in lieu of foreclosure.

SECTION 7. RIGHTS OF THE PLEDGEE.

7.1. NO OBLIGATIONS OR LIABILITY TO THE PLEDGORS. The rights of the
Pledgee hereunder shall not be conditioned or contingent upon the pursuit by the
Pledgee of any right or remedy against any Pledgor or against any other Person
which may be or become liable in respect of all or any part of the Secured
Obligations or against any other collateral security therefor, guarantee
therefor or right of offset with respect thereto. The rights and powers of the
Pledgee hereunder are solely to protect its interest in the Collateral, and the
Pledgee shall not be liable for any failure to demand, collect or realize upon
all or any part of the Collateral or for any delay in doing so, nor shall the
Pledgee be under any obligation to sell or otherwise dispose of any Collateral
upon the request of any Pledgor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof. Prior to
foreclosure and sale or other transfer of the Collateral, neither the pledge of
and granting of a security interest in the Collateral under Section 3 nor any
action or inaction on the part of the Pledgee hereunder shall release any
Pledgor from any of its obligations hereunder, or constitute an assumption of
any such obligations on the part of the Pledgee, or cause the Pledgee to become
subject to any obligation or liability to any Pledgor. The Pledgee has no
obligation to perform any of the obligations or duties of any Pledgor as a
partner of the Partnership.

7.2. RIGHT OF PLEDGEE TO PERFORM PLEDGORS' COVENANTS, ETC. If any
Pledgor fails to make any payment or to perform any agreement required to be
made or performed hereunder after notice and opportunity to cure, the Pledgee
may (but need not) at any time thereafter make such payment or perform such act,
or otherwise cause such payment or performance. No such action will create any
liability to any Pledgor on the part of the Pledgee. All amounts so paid by the
Pledgee and all costs and expenses (including, without limitation, attorneys'
fees and expenses) incurred by the Pledgee in any such performance shall accrue
interest from the date paid or disbursed until reimbursed to the Pledgee in full
by or on behalf of the Pledgors at the rate of 12% per annum. All such amounts
shall constitute additional indebtedness of the Pledgors secured hereunder and
shall be payable on demand.

7.3. ADDITIONAL SECURITY. Without notice to or consent of any Pledgor
and without impairment of the security interest and rights granted pursuant to
this Agreement, the Pledgee may accept, from any Person or Persons, additional
security

for the Secured Obligations. Neither the giving of this Agreement nor the
acceptance of any such additional security will prevent the Pledgee from
resorting, first to such additional security, or, first to the security created
by this Agreement, in either case without affecting the Pledgee's security
interest and rights granted pursuant to this Agreement.

7.4. RELEASE OF THE PLEDGE AND SECURITY INTEREST CREATED HEREBY. Upon
payment in full of the outstanding principal amount of, and accrued Interest on
the Note in accordance with its terms and payment or satisfaction of all other
Secured Obligations, the Pledgee will, upon the written request of the Pledgors,
return to the respective Pledgors all Collateral held by the Pledgee and, if the
Pledgors so request, execute and deliver to, or as directed in writing by, the
Pledgors an appropriate instrument (in due form for recording or filing)
sufficient to release from the pledge and security interest created hereby the
Collateral and all other property subject thereto.

SECTION 8. EVENTS OF DEFAULT; REMEDIES AND ENFORCEMENT.

8.1. EVENTS OF DEFAULT. An "EVENT OF DEFAULT" shall exist if any of the
following conditions or events shall occur and be continuing:

(a) any Pledgor fails to make any payment under this Agreement, the
Note or any other agreement executed by any Pledgor as security for the payment
of the Note, within five days of the date when any such payment is due; or

(b) any Pledgor, within 30 days after written notice from the Pledgee
(or, if not curable within 30 days, such Pledgor does not commence cure of such
default within such 30 day period and thereafter diligently pursue such cure),
fails to perform or violates any other of the terms or conditions contained in
this Agreement, in the Note or under any other agreement executed by any Pledgor
as security for the payment of the Note; or

(c) any representation or warranty made in writing by or on behalf of
any Pledgor in this Agreement or in the Note or in any writing furnished in
connection with the transactions contemplated hereby proves to have been false
or incorrect in any material respect on the date as of which made; or

(d) an event of default shall occur and be continuing under the
Prudential Financing and Prudential shall have accelerated the payments of
the indebtedness represented by the Prudential Financing and commenced the
exercise of remedies under the Prudential Financing.

(e) any Pledgor (I) is generally not paying, or admits in writing its
inability to pay, its debts as they become due, (II) files, or consents by
answer or otherwise to the filing against it of, a petition for relief or
reorganization or arrangement or

any other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of any
jurisdiction, (III) makes an assignment for the benefit of its creditors, (IV)
consents to the appointment of a custodian, receiver, trustee or other officer
with similar powers with respect to it or with respect to any substantial part
of its property, (V) is adjudicated as insolvent or to be liquidated, or (VI)
takes corporate action for the purpose of any of the foregoing; or

(e) a court or governmental authority of competent jurisdiction enters
an order appointing, without consent by any Pledgor, a custodian, receiver,
trustee or other officer with similar powers with respect to it or with respect
to any substantial part of its property, or constituting an order for relief or
approving a petition for relief or reorganization or any other petition in
bankruptcy or for liquidation or to take advantage of any bankruptcy or
insolvency law of any jurisdiction, or ordering the dissolution, winding-up or
liquidation of any Pledgor, or any such petition shall be filed against any
Pledgor and such petition shall not be dismissed within 60 days.

8.2. REMEDIES. If an Event of Default shall have occurred and be
continuing, then, in addition to the actions referred to in Section 5.2, the
Pledgee may take any or all of the following actions, without demand of
performance or other demand, advertisement or notice of any kind to or upon any
Pledgor or any other Person (except the notice specified in Section 8.2(b) of
time and place of public or private sale), all and each of which demands,
advertisements and/or notices are hereby expressly waived:

(a) The Pledgee may, as assignee of the respective Pledgors with
respect to the Collateral, in its own name or, at its sole option, in the name
of such Pledgor, exercise any or all of the rights, powers and privileges of,
and pursue any or all of the remedies accorded to, such Pledgor as a partner of
the Partnership, and may exclude such Pledgor and all Persons claiming by,
through or under such Pledgor wholly or partly from the Collateral, including,
without limitation, the right to ask for, demand, take, collect, ▇▇▇ for,
receive, compromise and settle all payments in respect of the Collateral which
such Pledgor, except for the execution hereof, could ask for, demand, take,
collect, ▇▇▇ for, receive, compromise and settle for its own use, and in
connection therewith, the Pledgee may enforce all rights and remedies as a
partner of the Partnership, which such Pledgor could enforce if this Agreement
had not been made, and such Pledgor hereby ratifies any action which the Pledgee
shall take to enforce its rights hereunder.

(b) The Pledgee may forthwith collect, recover, receive, appropriate
and realize upon the Collateral, or any part thereof, and/or may forthwith sell,
assign, give an option or options to purchase, contract to sell or otherwise
dispose of and deliver the Collateral, or any part thereof, in one or more
parcels at public or private sale or sales, or at any of the Pledgee's offices
or elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Pledgee need not make any sale of Collateral
even if notice thereof has been given, may reject any and all bids that in its
normally reasonable discretion it shall deem adequate, and may adjourn any
public or private sale. Without limiting the foregoing, the Pledgors agree that
the Pledgee need not give more than five days' notice of the time and place of
any public sale or of the time after which a private sale or other intended
disposition is to take place and that such notice is reasonable notification of
such matters, and waives all other demands or notices of any kind.

(c) The Pledgee shall as a matter of right and without notice to any
Pledgor or any Person claiming by, through or under such Pledgor, and without
regard to the then value of the Collateral or the interest of such Pledgor
therein, be entitled to the appointment of a receiver for all or any part of the
Collateral or otherwise, and such Pledgor hereby irrevocably consents to the
appointment of such receiver and will not oppose any such appointment.

(d) In addition to all other rights and remedies granted to it in this
Agreement and in any other instrument or agreement securing, evidencing or
relating to any of the Secured Obligations, the Pledgee shall have and may
exercise with respect to the Collateral or any Pledgor any and all the rights
and remedies of a secured party under the NYUCC.

Each Pledgor consents to and ratifies any action which the Pledgee may
take to enforce its rights under this Section 8.2. Each Pledgor waives the
benefit of all appraisement, valuation, stay, extension, moratorium and
redemption laws now or hereafter in force and all rights of marshaling in the
event of the sale of the Collateral or any part thereof or any interest therein.
Each Pledgor will execute and deliver such documents as the Pledgee deems
advisable or necessary in order that any such sale or disposition be made in
compliance with applicable law.

Any sale or other disposition of the Collateral or any part thereof or
interest therein in the exercise of any remedy hereunder will constitute a
perpetual bar against each Pledgor and any Persons claiming by, through or under
such Pledgor. Upon any

such sale or other disposition, the receipt of the officer making the sale or
other disposition or of the Pledgee is a sufficient discharge to the purchaser
for the purchase money, and such purchaser will have no duty to see to the
application thereof.

8.3. APPLICATION OF PROCEEDS FOLLOWING EVENT OF DEFAULT. All amounts
held or collected by the Pledgee as part of the Collateral (including, without
limitation, all amounts realized as a result of the exercise of any rights and
remedies hereunder) following the occurrence of any Event of Default will be
applied forthwith by the Pledgee as follows:

FIRST: to the payment of all costs and expenses of such exercise
(including, without limitation, the cost of evidence of title and the costs and
expenses, if any, of taking possession of, retaining custody over and preserving
the Collateral or any part thereof, or any interest therein prior to such
exercise), all costs and expenses of any receiver of the Collateral or any part
thereof, or any interest therein, any taxes, assessments or charges with respect
to any of the Collateral, whether or not prior to the lien of this Agreement,
which the Pledgee may consider it necessary or desirable to pay and all amounts
due and payable to the Pledgee under Section 6.1.7 or 7.2 and unpaid;

SECOND: to the payment of the accrued and unpaid Interest in accordance
with the provisions of the Note;

THIRD: if the Note has not become due and payable in full, to the payment
of all outstanding principal of then due and payable on the Note;

FOURTH: if the Note has become due and payable in full whether at
maturity, by prepayment, acceleration, declaration of default or otherwise, to
the ratable payment of the outstanding principal of the Note in accordance with
the provisions of the Note and the Make-Whole Amount (as defined in the Note);

FIFTH: to the payment of all other obligations secured hereunder for
which moneys have not theretofore been applied; and

SIXTH: at such time as all of the obligations of the Pledgors under the
Note have been paid in full in cash in accordance with the terms of the Note and
all other Secured Obligations have been paid or performed to the satisfaction of
the Pledgee, the remainder, if any, will be paid over to Pledgors, their
respective successors or assigns, or to whomsoever may be lawfully entitled to
receive the same, as determined by a court of competent jurisdiction.

8.4. PURCHASE OF COLLATERAL BY PLEDGEE. The Pledgee may be a purchaser
of the Collateral or any part thereof or any interest therein at any sale or
other disposition hereunder and may apply against the purchase price the
indebtedness secured hereby, in the case of the Pledgee, the indebtedness
secured hereby owing to such purchaser, to the extent of such purchaser's
distributive share of the purchase price. The Pledgee shall, upon any such
purchase, acquire good title to the Collateral so purchased free of the lien and
security interest created by this Agreement and free of all rights of equity or
redemption in any Pledgor, which right of equity and redemption each Pledgor
hereby expressly waives and releases, and each Pledgor hereby covenants to
warrant and defend the title of such purchaser against all claims arising by,
through or under any Pledgor.

8.5. RECEIPT SUFFICIENT DISCHARGE. Upon any sale or other disposition
hereunder of the Collateral or any part thereof or any interest therein, the
receipt of the officer making the sale under judicial proceedings or of the
Pledgee shall be a sufficient discharge to the purchaser for the purchase money,
and such purchaser shall have no duty to see to the application thereof.

8.6. SALE A BAR AGAINST THE PLEDGORS. Any sale or other disposition
hereunder of the Collateral or any part thereof or any interest therein shall
forever be a bar against any Pledgor to assert any claim of ownership to the
Collateral or any part thereof or such interest therein.

8.7. NO WAIVER; CUMULATIVE REMEDIES. The Pledgee shall not by any action
or inaction be deemed to have waived any of its rights, powers or remedies
hereunder except pursuant to a writing, signed by the Pledgee, and then only to
the extent therein set forth. A waiver by the Pledgee of any right, power or
remedy hereunder on any one occasion shall not bar the exercise of any right,
power or remedy hereunder on any future occasion. No failure to exercise nor
delay in exercising on the part of the Pledgee any right, power or remedy
hereunder shall preclude the exercise of any other right, power or remedy. By
accepting payment of any amount secured hereby after its due date, the Pledgee
shall not be deemed to waive its right to require prompt payment when due of all
other amounts payable hereunder. Each right, power and remedy of the Pledgee
provided for in this Agreement or now or hereafter existing at law or equity or
by statute or otherwise shall be cumulative and concurrent and shall be in
addition to every other right, power or remedy provided for herein or therein or
now or hereafter existing at law or in equity or by statute or otherwise, and
the exercise of any one or more of the rights, powers or remedies provided for
herein or therein with respect to a part only of the Collateral shall not
preclude the simultaneous or later

exercise by the Pledgee of any or all such other rights, powers or remedies with
respect to any other part of the Collateral.

SECTION 9. PLEDGORS' OBLIGATIONS NOT AFFECTED.

The covenants and agreements of the Pledgors set forth herein are and
shall be joint and several primary obligations of each Pledgor, and, to the
extent permitted by applicable law, such obligations shall be absolute and
unconditional, shall not be subject to any counterclaim, set-off, deduction,
diminution, abatement, recoupment, suspension, deferment, reduction or defense
(other than full and strict compliance by each Pledgor with its obligations
hereunder) based upon any claim any Pledgor, the Partnership or any other Person
may have against the Pledgee or any other Person, and shall remain in full force
and effect without regard to, and shall not be released, discharged or in any
way affected by, any circumstance or condition whatsoever, foreseeable or
unforeseeable and without regard to whether any Pledgor, the Partnership or the
Pledgee shall have any knowledge or notice thereof, including, without
limitation:

(a) any termination, amendment, modification, addition, deletion or
supplement to or other change to any of the terms of any other instrument or
agreement applicable to any of the parties hereto or thereto, or any
assignment or transfer of any thereof, or any furnishing or acceptance or
release of additional security for any Secured Obligation or for the
obligations of any Person under this Agreement or the Note, or the failure of
any security or the failure of any Person to perfect any interest in any
collateral (including, without limitation, the Collateral);

(b) any waiver of, or extension of time for the performance of, the
payment, performance or observance of any of the obligations, conditions,
covenants or agreements contained in this Agreement or the Note, or any other
waiver, forbearance, consent, extension, renewal, indulgence, compromise,
release, settlement, refunding or other action or inaction under or in respect
of this Agreement or the Note or any other instrument or agreement, or under
or in respect of any obligation or liability of any Pledgor, the Partnership
or the Pledgee or any exercise or non-exercise of any right, remedy, power or
privilege under or in respect of any such instrument of agreement or any such
obligation or liability;

(c) any failure, omission or delay on the part of the Pledgee to
enforce, assert or exercise any right, power or remedy conferred on it in this
Agreement or the Note to give notice to any Pledgor of the occurrence of an
Event of Default;

(d) any voluntary or involuntary bankruptcy, insolvency,
reorganization, moratorium, assignment for the benefit of creditors,
receivership, liquidation, marshaling of assets and liabilities or similar
proceedings with respect to any Pledgor or the Partnership or any other Person
or any of their respective properties or creditors, or any action taken by any
trustee or receiver or by any court in any such proceeding;

(e) any limitation on the liability or obligations of the Partnership
or any Pledgor under this Agreement or the Note or any other instrument or
agreement, which may now or hereafter be imposed by law, or any discharge,
termination, cancellation, frustration, irregularity, invalidity or
unenforceability, in whole or in part, of any thereof;

(f) any merger, consolidation or amalgamation of any Pledgor or the
Partnership into or with any other Person, or sale, lease or transfer of any
of the assets of any Pledgor or the Partnership to any other Person or change
in the ownership of any shares of capital stock of any Pledgor or any change
in the relationship between any Pledgor and any other Pledgor or the
Partnership, or any termination of any such relationship; or

(g) any other occurrence, circumstance, happening or event whatsoever,
whether similar or dissimilar to the foregoing, whether foreseen or
unforeseen, and any other circumstance (other than full and irrevocable
performance and payment of the Secured Obligations) which might otherwise
constitute a legal or equitable defense, release or discharge or which might
otherwise limit recourse against any Pledgor, whether or not the Pledgor shall
have notice or knowledge of the foregoing.

SECTION 10. MISCELLANEOUS.

10.1. AMENDMENTS, ETC. Any amendment, alteration, modification or waiver
of any term or provision of this Agreement, or consent to any departure by any
Pledgor therefrom, must be in writing and signed by the Pledgee. Any such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it is given.

10.2. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of and be enforceable by the respective successors
and permitted assigns of the parties hereto, whether so expressed or not.

10.3. NOTICES, ETC. All notices and other communications provided for
hereunder shall be in writing (including telegraphic, telex, telecopy or cable
communication) and shall be sent (a) if to Westland Realty at its address at
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President,
(b) if to Westfield Partners, at its address at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, (c) if to Westland Management,
at its address at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: President, (d) if to the Pledgee, at its address at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or (e) as to each party, at such other
address as shall be designated by such party in a written notice to the other
parties. All such notices and communications shall be effective when received.

10.4. SEVERABILITY. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective only to the extent made necessary by such prohibition or
unenforceability. Any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable (i) the remaining provisions hereof
or (ii) such provision in any other jurisdiction.

10.5. NON-RECOURSE. Notwithstanding any provision herein or in the Note
to the contrary, the Pledgee agrees with the Pledgors that in the event the
Pledgee shall at any time take action to enforce the collection of the Note, it
shall proceed first to foreclose its pledge under this Agreement (including sale
under power of sale hereunder) and to exercise its remedies with respect to
other collateral securing the Note instead of instituting suit upon the Note and
if, as a result of such foreclosure and sale of the property described therein,
a lesser sum is realized therefrom than the amount then due and owing hereunder
and under the Note, the Pledgee will never institute any action, suit, claim or
demand in law or in equity against any Pledgor or any partner, shareholder,
officer or director of any Pledgor for or on account of such deficiency;
PROVIDED, HOWEVER, that nothing in this Section 10.5 contained shall in any way
affect or impair the Lien of this Agreement or any other collateral or any
representation or warranty of title made in this Agreement by any Pledgor, all
of which shall remain in full force and inure to the benefit of the Pledgee.
The Pledgee shall, nevertheless, be entitled to institute such an action, suit,
claim, or demand against, and to recover a judgment against, the Pledgors for
any such deficiency to the extent that such deficiency results from:
(a) intentional or willful fraud or misrepresentation by any Pledgor in
connection with the execution and delivery of, or in connection with the

representations and warranties provided in, this Agreement, the Note or any
other documents executed by any Pledgor securing the Note or the performance of
any Pledgor's obligations under this Agreement, the Note or such other documents
or (b) the retention by any Pledgor of any rental or other income arising with
respect to the Property which is collected by such Pledgor after the Pledgee has
given notice to such Pledgor that such Pledgor is in default under the Note,
this Agreement, or any other document executed by any Pledgor securing the Note.

10.6. MISCELLANEOUS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument. Except as otherwise indicated, references
herein to any "Section" means a "Section" of this Agreement. The table of
contents and the section headings in this Agreement are for purposes of
reference only and shall not limit or define the meaning hereof.

10.7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their representative officers thereunto duly
authorized as of the date first above written.

WESTLAND REALTY, INC.

By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President

WESTFIELD PARTNERS, INC.

By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President

WESTLAND MANAGEMENT, INC.

By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President

WESTFIELD AMERICA, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director and/Co-President

PLEDGE AND SECURITY AGREEMENT

PROMISSORY NOTE

$145,000,000 New York, New York
May 21, 1997

FOR VALUE RECEIVED, the undersigned, WESTFIELD PARTNERS, INC., a
Delaware corporation ("WESTFIELD PARTNERS"), and WESTLAND MANAGEMENT, INC., a
Delaware corporation ("WESTLAND MANAGEMENT", together with Westfield Partners,
the "MAKERS"), jointly and severally promise to pay to WESTFIELD AMERICA, INC.,
a Missouri corporation (the "HOLDER"), or order, during regular business hours
at its offices at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, or at such other place as may be designated from time to time in writing
by Holder, the principal sum of ONE HUNDRED FORTY-FIVE MILLION AND 00/100
DOLLARS ($145,000,000), together with Fixed Interest (as hereinafter defined) on
so much thereof as is from time to time outstanding and unpaid, and Contingent
Interest (as hereinafter defined), all in lawful money of the United States of
America which shall at that time be deemed to be legal tender in payment of all
debts and dues, public and private. The principal amount hereof, the Fixed
Interest and the Contingent Interest shall be paid by the Makers to the Holder
as set forth below.

1. DEFINITIONS. As used in this Note, the following terms shall
have the following meanings.

"ACCELERATION DATE" shall mean the date on which the outstanding
principal balance hereof is declared to be immediately due and payable
pursuant to Section 8.

"CONTINGENT INTEREST" shall mean an amount computed with respect to
each fiscal quarter equal to the product of (A) 80% and (B) the excess of
the Gross Adjusted Cash Flow over the amount of Fixed Interest, subject, in
each case, to year-end audit adjustment as provided in Section 3, PROVIDED
that the aggregate amount payable by the Makers on account of Fixed
Interest and Contingent Interest for any Fiscal Year shall not exceed 11%
per annum on the outstanding principal balance of this Note.

"DEFAULT RATE" shall mean 12% per annum.

"EVENT OF DEFAULT" shall have the meaning set forth in the Pledge
Agreement.

"FISCAL YEAR" shall mean the 12 calendar months commencing on January
1 and terminating on December 31 of each year until such time as the
principal amount of this Note shall have been paid in full. The first
Fiscal Year shall be the period commencing on the date hereof and ending on
December 31, 1997.

"FIXED INTEREST" shall have the meaning specified in Section 2.

"GROSS ADJUSTED CASH FLOW" shall mean an amount computed with respect
to each fiscal quarter equal to the aggregate net cash flow derived by each
of Westfield Partners and Westland Management from their respective
partnership interests in the Partnership, PROVIDED, however, that the
amount of such net cash flow shall be adjusted and computed as if any
mortgage loan to the Partnership secured by the Partnership's interest in
the Property (a "Mortgage") bears interest at a rate of 7.25% per annum but
computed otherwise in a manner consistent with the terms of such Mortgage.

"HOLDER" shall mean Westfield America, Inc., a Missouri corporation.

"MAKER" shall mean each of Westfield Partners and Westland Management.

"MAKE-WHOLE AMOUNT" shall mean the amount obtained by discounting all
Remaining Scheduled Payments from their respective scheduled due dates to
the Acceleration Date in accordance with accepted financial practice and at
a discount factor (applied on the same periodic basis as that on which
Fixed Interest is payable) equal to the Reinvestment Yield, PROVIDED that
the Make-Whole Amount may in no event be less than zero.

"MATURITY DATE" shall mean May 21, 2007.

"PARTNERSHIP" shall mean Westland Garden State Plaza Limited
Partnership, a Delaware limited partnership.

"PLEDGE AGREEMENT" shall mean the Mortgage, Pledge and Security
Agreement, dated as of the date hereof, among the Makers, Westland Realty,

Inc. and the Holder, as the same may from time to time be amended, modified
or supplemented.

"PROPERTY" shall mean the Garden State Shopping Center located in
Paramus, New Jersey.

"REINVESTMENT YIELD" shall mean the yield to maturity implied by (I)
the yields reported, as of 10:00 A.M. (New York City time) on the second
business day preceding the Acceleration Date, on the display designated as
"Page 678" on the Telerate Access Service (or such other display as may
replace Page 678 on the Telerate Access Service) for actively traded U.S.
Treasury securities having a maturity date of May 21, 2002, or (II) if such
yields are not reported as of such time or the yields reported as of such
time are not ascertainable, the Treasury Constant Maturity Series Yields
reported, for the latest day for which such yields have been so reported as
of the second business day preceding the Acceleration Date, in Federal
Reserve Statistical Release H.15 (519) (or any comparable successor
publication) for actively traded U.S. Treasury securities having a maturity
date of May 21, 2002. Such implied yield will be determined, if necessary,
by (A) converting U.S. Treasury ▇▇▇▇ quotations to bond-equivalent yields
in accordance with accepted financial practice and (B) interpolating
linearly between (1) the actively traded U.S. Treasury security with the
duration closest to and greater than May 21, 2002 and (2) the actively
traded U.S. Treasury security with the duration closest to and less than
May 21, 2002.

"REMAINING SCHEDULED PAYMENTS" shall mean Fixed Interest and
Contingent Interest that would be due after the Acceleration Date until May
21, 2002 assuming that each such payment was made on its scheduled due date
and that the Contingent Interest borne by this Note was the maximum amount
permitted (I.E., together with Fixed Interest, an aggregate amount equal to
11% per annum).

"WESTFIELD PARTNERS" shall mean Westfield Partners, Inc., a Delaware
corporation.

"WESTLAND MANAGEMENT" shall mean Westland Management, Inc., a Delaware
corporation.

2. FIXED INTEREST. Fixed interest shall accrue on the principal
balance outstanding hereunder at the rate of 8.5% per annum during the period
from and including the date hereof through and including the payment in full of
the principal balance of the Note (the "FIXED INTEREST"). Fixed Interest shall
be payable in arrears on the last day of each March, June, September and
December commencing on June 30, 1997. Fixed Interest shall be computed on the
basis of a 360-day year of twelve 30-day months. Each Maker acknowledges that
the Fixed Interest shall be calculated on an aggregate basis and that each Maker
shall be jointly and severally liable for the payment of the entire amount of
Fixed Interest.

3. CONTINGENT INTEREST. (a) In addition to the Fixed Interest and
principal hereinabove provided for, the Makers hereby jointly and severally
promise, covenant and agree to pay the Contingent Interest to the Holder. Each
Maker acknowledges that the Contingent Interest shall be calculated on an
aggregate basis for Westfield Partners and Westland Management and that each
Maker shall be jointly and severally liable for the payment of the entire amount
of Contingent Interest. Each Maker's obligation to pay Contingent Interest will
become operative and will begin to accrue on the date hereof and shall continue
so long as this Note remains outstanding. Payments of Contingent Interest shall
be made quarterly in arrears, within 30 days of the end of each fiscal quarter
for which such Contingent Interest relates, except that the last installment of
Contingent Interest shall be paid on the date on which this Note is paid in
full.

(b) The Holder shall not, as a result of the rights granted herein,
including, without limitation, the right to receive Contingent Interest, be
considered as a co-owner, co-partner or co-venturer in the Property or under any
of the leases thereof or otherwise or under any other obligation, with any of
the Makers. It is further agreed that the Holder shall not be required to
perform or discharge any obligation, duty or liability under any of the leases
and the Makers shall and do hereby jointly and severally agree to indemnify and
hold the Holder harmless from and against any and all liability, loss or damage
which it may or might incur as a result hereof and of and from any and all
claims or demands whatsoever which may be instituted against it by reason of any
alleged obligations or undertakings on its part to perform or discharge any of
the terms, covenants or agreements contained in any of the leases; and should
the Holder incur any such liability under any of the leases, or under or by
virtue of this Note or the Pledge Agreement, or in defense of any claims or
demands, the amount thereof, including costs, expenses and reasonable attorney's
fees, shall be secured by the Pledge Agreement and the Makers agree to reimburse
the Holder therefor immediately upon demand and upon the failure of the Makers
to do so, the Holder may consider such

failure a default under this Note (subject to any applicable notice and cure
provisions in this Note) and declare this Note immediately due and payable.

(c) At maturity or upon any voluntary prepayment of this Note in
accordance with Clause 7, then in addition to all other sums which may be
due, accrued Contingent Interest for the last fiscal quarter and for any
prior fiscal quarter if not yet paid shall also be due and payable. For
purposes of computing the amount of Contingent Interest required to be paid
for the last fiscal quarter or the fiscal quarter preceding the last fiscal
quarter if a financial statement thereof is not yet required to be delivered,
Contingent Interest shall be deemed to be the greater of (I) the average
annual amount of Contingent Interest for the preceding three full fiscal
quarters for which financial statements were received; and (II) the average
annual amount of Contingent Interest for all previous fiscal quarters for
which financial statements were received. The Contingent Interest payable
for the last fiscal quarter shall be a pro-rata share (based on the time
elapsed in the last fiscal quarter) of the Contingent Interest figure
calculated in accordance with the foregoing.

4. PAYMENT OF PRINCIPAL. The entire unpaid balance of this Note,
together with all unpaid accrued interest (including, without limitation,
accrued Fixed Interest and Contingent Interest) and all sums due hereunder and
under the Pledge Agreement shall be due and payable on the Maturity Date.

5. FINANCIAL STATEMENTS; BOOKS AND RECORDS. (a) Commencing not
later than July 30, 1997, and continuing not later than on the last day of
January, April, July and October in each succeeding Fiscal Year thereafter until
this Note shall have been paid in full, and again on the day when the last
payment against the principal hereof is made, each of Westfield Partners and
Westland Management shall deliver to the Holder unaudited financial statements
prepared in accordance with generally accepted accounting principles
consistently applied for the Property, certified by the principal financial
officer of Westland Management and Westfield Partners, respectively, for such
fiscal quarter and (in the case of the second, third and fourth fiscal quarters)
for the period from the beginning of the applicable Fiscal Year to the end of
such fiscal quarter, which shall include, with respect to the Property, a
Statement of Rents and Expenses and a Statement of Cash Flows and all data
necessary for calculation of Contingent Interest for the preceding fiscal
quarter, together with the Contingent Interest payment required under this Note
for such fiscal quarter.

(b) Commencing not later than April 30, 1998, and continuing not
later than the thirtieth day of April in each succeeding Fiscal Year thereafter
until this Note shall have been paid in full, each of Westfield Partners and
Westland Management shall deliver to the Holder an original annual audit report
prepared in accordance

with generally accepted accounting principles consistently applied for the
Property, certified by an independent certified public accountant acceptable to
the Holder (it being agreed that any nationally-recognized public accounting
firms is acceptable to the Holder), which shall include, with respect to the
Property, a Statement of Rents and Expenses and a Statement of Cash Flows and
all data necessary for calculation of Contingent Interest for the preceding
Fiscal Year. There shall also be submitted by the Makers with such audited
statement and audit report, a certificate of compliance with the provisions of
this Note, which certificate of compliance shall be executed by the principal
financial officers of the Makers and a reconciliation between the audited
financial report and the Contingent Interest statement. If, as a result of
audit adjustments in connection with such audited financial statements, the
aggregate amount of Contingent Interest payable for such Fiscal Year shall be
greater or less than the amount calculated on the basis of the unaudited
financial statements for the four quarters of such Fiscal Year, the Makers will
promptly pay to the Holder the amount of any such underpayment or the Holder
will promptly pay to the Makers the amount of any such overpayment, in each case
without interest.

(c) Commencing not later than July 30, 1997, and continuing not later
than on the last day of January, April, July and October in each succeeding
Fiscal Year thereafter until this Note shall have been paid in full, and again
on the day when the last payment against the principal hereof is made, each of
Westfield Partners and Westland Management shall deliver to the Holder unaudited
financial statements prepared in accordance with generally accepted accounting
principles consistently applied for such Maker, certified by the principal
financial officer of such Maker, for such fiscal quarter and (in the case of the
second, third and fourth fiscal quarters) for the period from the beginning of
the applicable Fiscal Year to the end of such fiscal quarter, which shall
include, with respect to such Maker, a balance sheet, a Statement of Income and
Expenses and a Statement of Cash Flows.

(d) Concurrently with the delivery thereof to the partners of the
Partnership, the Makers will cause to be delivered to the Holder copies of the
Form K-1 of the Partnership for each Fiscal Year and any other financial
information distributed generally to partners of the Partnership.

(e) The Makers further agree to keep full, true and accurate
accounts, records and books of all monies and income received from the Property
and other information necessary or pertinent to determining the amount of
Contingent Interest due the Holder, all of which accounts, records and books
shall be kept by the Makers at their respective principal offices. The Makers
agree that the books and

records for each particular Fiscal Year shall be kept available for at least
three years after such statements have been rendered as hereinabove required.

(f) The Holder shall have the right at all reasonable times to
inspect the books, papers and records of each Maker for the purposes of
determining the correctness of any statements delivered to it by the Makers.
Such inspection shall be made at the offices of the Makers or at such other
place as the Makers may designate in writing provided the Holder approves the
same. If upon such inspection it is found that an error has occurred with
respect to the amount of Contingent Interest, the Makers and the Holder shall
adjust any differences that shall have occurred by an appropriate payment to the
Holder or credit to the Makers. In addition, if the Holder should find that any
statements furnished by the Makers have understated Contingent Interest, then,
and in that event, the Makers shall promptly, upon demand, reimburse the Holder
for any sums expended by the Holder in making such inspection. The inspection
on behalf of the Holder may be made by any officer thereof or by any agent or
accountant appointed for that purpose.

(g) In the event that the Makers shall refuse or fail to furnish any
statements as afore-described, or in the event of the failure of the Makers to
permit the Holder or its representative to inspect its books and records on
request, as provided in clauses (e) and (f) hereof, the Holder may consider such
acts as a default under this Note (subject to any applicable notice and cure
provisions in this Note) and proceed in accordance with the rights and remedies
afforded it at law and under the provisions of this Note and the Pledge
Agreement.

6. SALE OF COLLATERAL, ETC. Unless this Note is simultaneously
prepaid in accordance with its terms or the Holder gives its prior written
consents to such transaction, no Maker will, directly or indirectly, (A)
sell, assign, transfer, convey or otherwise dispose of, or grant any option
with respect to, any of the Collateral (as defined in the Pledge Agreement),
except as currently set forth in the Partnership Agreement (as defined in the
Pledge Agreement), or (B) create or permit to exist any Lien (as defined in
the Pledge Agreement) upon or with respect to any of the Collateral, except
for the lien and security agreement created by the Pledge Agreement or (C) do
anything or suffer to exist anything, or omit to do anything or suffer to
exist any omission which would cause the value of the Collateral to diminish
in such a way as to have a material adverse effect on the Holder or on its
rights in respect of this Note, the Pledge Agreement or the Collateral,
including, without limitation, any dilution of the partnership interests,
except as currently set forth in the Partnership Agreement. Notwithstanding
the foregoing, the provisions of this Section 6 shall not apply to (I) any
transfer of any interest in any Maker to an entity all of the outstanding
voting equity interests of which are owned, directly or indirectly, by
Westfield Holdings Limited or (II) any transfer of any shares of stock of
Westfield Holdings Limited; PROVIDED that the Makers shall give the Holder at
least 10 days' prior written notice of any such transfer under clause (i)
above and shall execute and deliver to the Holder such documents as the
Holder may reasonably request in connection therewith.

7. PREPAYMENT. No Maker shall have the right to prepay the
principal balance hereof in whole or in part except as expressly set forth in
this Note. The Makers shall be entitled to prepay at any time after the fifth
anniversary of the date hereof, on not less than 30 days' prior written notice
to Holder, all or any portion of the principal balance of this Note, together
with all unpaid accrued Fixed Interest and, in the case of a prepayment in
whole, unpaid Contingent Interest and all other sums then due and owing under
this Note and the Pledge Agreement, without premium. If this Note shall be
prepaid on or prior to May __, 2002 as a result of the acceleration of the
principal balance hereof following the occurrence of an Event of Default, the
Makers shall, in addition to the payment of the principal balance hereof, the
accrued Fixed Interest and the accrued Contingent Interest, pay to the Holder,
on a joint and several basis, the Make-Whole Amount.

8. ACCELERATION UPON DEFAULT. If an Event of Default shall occur
and be continuing, then, at the option of the Holder, the entire principal sum
evidenced hereby and secured by the Pledge Agreement, plus all other sums then
outstanding under this Note or the Pledge Agreement, shall immediately become
due and payable. Failure to exercise this option by the Holder shall not
constitute a waiver of the right to exercise same in the event of any subsequent
default.

9. DEFAULT INTEREST. In the event (A) the Makers fail to make any
payment hereunder, under the Pledge Agreement or under any other agreement
securing this Note when due, or (B) of any default hereunder or under the Pledge
Agreement and upon acceleration of the entire indebtedness aforesaid, fixed
interest shall accrue thereafter on the unpaid principal balance from and
including the date of such default (until the date such default is cured and the
indebtedness is reinstated) at the Default Rate, such interest to be compounded
annually.

10. ATTORNEYS' FEES. If any suit or action be instituted on this
Note, the Makers jointly and severally promise to pay the Holder, in addition to
the costs and disbursements allowed by law, such sum as the court may adjudge
reasonable as attorneys' fees in said suit or action.

11. WAIVERS. The Makers and all endorsers hereof and all others who
may become liable for all or any part of this obligation agree hereby to be
jointly and severally bound, and they jointly and severally waive and renounce,
to the extent permitted by law, the benefit of all valuation and appraisement
privileges as against this debt or any renewal or replacement thereof and waive
demand, protest, notice of nonpayment and any and all lack of diligence or
delays in collection or enforcement hereof, waive the right to plead any and all
statutes of limitation as a defense to any

demand on this Note or under the Pledge Agreement and expressly consent to any
extension of time, release of any party liable for this obligation, release of
any of the security of this Note, acceptance of other security therefor, or any
other indulgence or forbearance. Any such extension, release, indulgence or
forbearance may be made without notice to any party and without in any way
affecting the personal liability of any party.

12. ESTOPPEL CERTIFICATES. From time to time, upon request of any
Maker, the Holder will deliver to such Maker a statement as to (A) the
outstanding principal of, and accrued and unpaid Fixed Interest and Contingent
Interest on, this Note and (B) whether the Holder is aware that any Event of
Default under the Pledge Agreement, or any event or condition which, with notice
or lapse of time or both, would become an Event of Default under the Pledge
Agreement, has occurred and is continuing. From time to time, upon request of
the Holder, each Maker will deliver to the Holder a statement as to (I) the
outstanding principal of, and accrued and unpaid Fixed Interest and Contingent
Interest on, this Note and (II) whether such Maker is aware that any Event of
Default under the Pledge Agreement, or any event or condition which, with notice
or lapse of time, or both, would become an Event of Default under the Pledge
Agreement, has occurred and is continuing.

13. NON-RECOURSE. Notwithstanding any provision herein or in the
Pledge Agreement securing this Note to the contrary, the Holder agrees with the
Makers that in the event the Holder shall at any time take action to enforce the
collection of this Note, it shall proceed first to foreclose against the
Collateral under the Pledge Agreement (including sale under power of sale
thereunder) and to exercise its remedies with respect to other collateral
securing this Note instead of instituting suit upon this Note and if, as a
result of such foreclosure and sale of the property described therein, a lesser
sum is realized therefrom than the amount then due and owing hereunder and under
the Pledge Agreement, the Holder will never institute any action, suit, claim or
demand in law or in equity against any Maker or any partner, shareholder,
officer or director of any Maker for or on account of such deficiency; PROVIDED,
HOWEVER, that nothing in this paragraph contained shall in any way affect or
impair the lien of the Pledge Agreement or any other collateral, all of which
shall remain in full force and inure to the benefit of the Holder. The Holder
shall, nevertheless, be entitled to institute such an action, suit, claim, or
demand against, and to recover a judgment against, the Makers for any such
deficiency to the extent that such deficiency results from: (A) fraud or
intentional misrepresentation by any Maker in connection with the execution and
delivery of, or in connection with the representations and warranties provided
in, the Pledge Agreement, this Note, or any other documents executed by any
Maker securing this Note or the performance of any

Maker's obligations under the Pledge Agreement, this Note, or such other
documents or (B) the retention by any Maker of any rental or other income
arising with respect to the Property which is collected by such Maker after the
Holder has given notice to such Maker that such Maker is in default under this
Note, the Pledge Agreement, or any other document executed by any Maker securing
this Note.

14. PLEDGE AGREEMENT. This Note is secured by the Pledge Agreement.

15. MISCELLANEOUS. (a) This Note is intended as a contract under and
shall be construed and enforced in accordance with the laws of the State of New
York.

(b) As used herein, the terms "Maker" and "Holder" shall be deemed to
include their respective successors, legal representatives and assigns, whether
by voluntary action by the parties or by the operation of law.

(c) The headings used herein are for convenience of reference only
and shall not limit or otherwise affect any of the terms hereof.

(d) All obligations of the Makers hereunder shall be joint and
several obligations.

(e) The Maker and Holder intend that Fixed Interest and any
Contingent Interest payable hereunder shall be treated for Federal income tax
purposes as interest on obligations secured by mortgages on real property or on
interests in real property within the meaning of Section 856(c)(3)(B) of the
Internal Revenue Code of 1986, as amended.

IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Promissory Note as of the day and year first above written.

WESTFIELD PARTNERS, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President

WESTLAND MANAGEMENT, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President

EXHIBIT 10.1 MORTGAGE, PLEDGE AND SECURITY AGREEMENT

Document Metadata

Document Metadata

Table of Contents