EXHIBIT 10.21

                                          [LOGO OF KONOVER PROPERTY TRUST, INC.]

MEMORANDUM

To:   Dan Kelly

From: Michael Maloney

CC:   Human Resources

Date: 3/25/2002

Re:   Your Employment Letter Dated December 29, 2000 ("Employment Letter")

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At its March 7, 2002 meeting, the Company's Board directed me to assure you of
the following, in light of the terms of the Employment Letter.

Despite the exclusion of "LF Strategic Realty Investors II L.P. and its
affiliates" (hereinafter collectively "Lazard") from the definition of "Change
of Control" appearing in the Employment Letter, the Board agrees that if Lazard
takes the Company private, such will indeed be a Change of Control for purposes
of the Employment Letter. To the extent the terms of the Employment Letter would
preclude you from receiving benefits under paragraphs 3 and 4 thereof in the
event that Lazard takes the Company private, the Board is willing to modify the
Employment Letter as to that particular scenario. Nonetheless, to be clear, the
Board is not waiving any other rights, terms or conditions of the Employment
Letter and such remain in effect.

Nothing in this memorandum should be construed as a statement that Lazard is or
is not taking the Company private. There are many alternatives available to the
Board and no course of action has been determined at this point.

If you have any questions, please contact me.


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