Recitals

Agreement - Basic Economic Terms

by Center Trust Inc
April 10th, 1998


 
                                                                   EXHIBIT 10.41

                       AMENDMENT NO. 1 TO CONTRIBUTION 
                       AGREEMENT - BASIC ECONOMIC TERMS
                               (WILSON - WIBLE)


     THIS AMENDMENT NO. 1 is made and entered into as of March 23, 1998, by and
between the undersigned Transferee and the undersigned Transferor with respect
to the following facts:

                                    RECITALS

     A.  Transferor and Transferee have made and entered into that certain
Contribution Agreement - Basic Economic Terms (the "Contribution Agreement"), of
even date herewith, pursuant to which Transferee has agreed to convey to
Transferor certain real property as more particularly described therein.

     B.  Attached to the Contribution Agreement and made a part thereof is that
certain General Conditions to Agreement (the "General Conditions").  Transferor
and Transferee desire hereby to amend said General Conditions in the manner
provided for herein.

                              TERMS AND CONDITIONS

     NOW THEREFORE, in consideration of the foregoing recitals, the mutual
covenants contained herein, and other good and valuable consideration, receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:

     1.  AMENDMENT.  Paragraph 17 of the General Conditions to the Contribution
Agreement is hereby amended to provide in full as follows:


           "17. CONDITIONS TO OBLIGATION TO CLOSE.

           Notwithstanding anything to the contrary contained in this Agreement,
     neither Transferor nor Transferee shall be obligated to consummate this
     Agreement if, for any reason, Transferee will not, concurrently with the
     closing of this transaction, also acquire the following real estate
     projects: Loma Square, North County Plaza, El Centro Center, Vineyards
     Marketplace, and Wilson Wible in Bakersfield ( the "Included Projects")."

 
     2.  NO OTHER CHANGES.   Except as expressly amended hereby, the
Contribution Agreement shall remain in full force and effect without any other
changes or alterations of any nature whatsoever.


     IN WITNESS WHEREOF, this Agreement has been entered into by the parties as
of the date first above written.


Transferor:             Hughes Investments, a California general partnership
                        By:  WWH Investments, Inc., a California   corporation,
                             general partner
                        
                             By:_____________________________
                                William W. Hughes, Jr.
                                Its:  President
                        
Transferee:             Alexander Haagen Properties Operating Partnership, L.P.
                        a California limited partnership
                        
                        By:  Alexander Haagen Properties, Inc., a Maryland
                             corporation, its General Partner
                        
                             By:  Fred Bruning
                                  ----------------------------
                               
                             Its: Senior Vice President
                                  ----------------------------

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