Per the agreement, Dawnay Day Europe (part of the Dawnay DayGroup) will acquire 100% of the voting rights in the companiesowning the properties, and Plaza Centers will guarantee certainportions of the rental revenues for a period of between one andthree years from closing. The aggregate amount of the guarantee isestimated at $1.8 million (euro 1.4 million).

The purchase and sale agreement is subject to a previousagreement between Plaza Centers and Klepierre Group. The two inJuly agreed to terms for the sale of 12 centers in Hungary and, perthat agreement, Klepierre can match the terms agreed to by PlazaCenters and Dawnay Day and buy the assets itself.

Klepierre Group has 60 days to exercise its rights of firstoffer. If Klepierre does not elect to purchase the properties, itis anticipated Dawnay Day will close on the assets in early2005.