MEMPHIS, TN - June 20, 2005 - Poag & McEwen Lifestyle Centers announced today that Bass Pro Shops, America's premier destination outdoor retailer, will locate its first California store at their new lifestyle center development in Manteca, CA. Plans for Bass Pro Shops to anchor The Promenade Shops at Orchard Falls, a 700,000 square foot regional lifestyle center were announced at this year's 2005 ICSC Spring Convention held May 23-25 in Las Vegas, NV.

"This is an exciting time for California retail," said Bud Moll, Senior Vice President of Poag & McEwen Lifestyle Centers. "We believe that The Promenade Shops at Orchard Falls is a perfect fit for a destination retailer such as Bass Pro."

Bass Pro Shops retail stores are among the largest tourist attractions within the states they are located with several stores being the state's top tourist attraction.

The company's 27 destination stores in 17 states and Canada currently attracts 75 million visitors annually from all over the United States as well as many foreign countries.

Lifestyle center shoppers can expect much more than just fishing and hunting goods. Bass Pro Shops offers equipment and clothing for hiking, backpacking, wildlife viewing, camping, outdoor cooking and more for the entire family. A gift and nature center serves up a wide variety of outdoor-related items from lamps and dishes to bird feeders and furniture.

The men and ladies clothing department's feature well-known names like Tommy Bahama, North Face, Columbia, Bob Timberlake, Woolrich, and more. Their huge shoe department offers almost any shoe or boot imaginable for rugged outdoor pursuits or just being casual and comfortable.

An expansive boat showroom includes Tracker, Tahoe and Nitro boats for virtually all kinds of on-the-water fun. Bass Pro Shops also carries a huge selection of golf gear and equipment including all the top brands like Callaway, Ping, Nike, Golden Bear, Adams, Cobra, and more.

"Poag & McEwen's vision of establishing The Promenade Shops at Orchard Falls as a regional destination is being fulfilled with the announcement of Bass Pro Shops," said Edward J. Cronin, Senior Vice President of Leasing at Poag & McEwen Lifestyle Centers.

At Bass Pro Shops stores, the outdoor feel is brought indoors through massive log and rock work, large indoor aquariums and water features stocked with native fish species, as well as an extensive collection of museum quality fish and wildlife mounts.

Historic photos and exhibits pay tribute to each area's great outdoors heritage.

The Promenade Shops at Orchard Falls in Manteca, CA marks Bass Pro Shops first entry into the California market. Located on Highway 120 in close proximity to Interstate 5, and Highway 99, The Promenade Shops at Orchard Falls has excellent regional access with more than 70,000 cars directly passing the site each day on Highway 120. Additionally, the center is perfectly positioned to capture traffic from the Stockton, Modesto, and Tracy corridor as well as numerous other surrounding communities. The primary trade area has an astounding market growth rate which continues to exceed the California state norm with housing plans amounting to construction of more than 30,000 new units over the next couple of years.

"We are proud to have our Orchard Falls development be a part of bringing Bass Pro Shops to California. Their presence in the center will allow the project to extend to central and northern California shoppers that we likely wouldn't have reached without them," said Josh Poag, Executive Vice President and Chief Financial Officer of Poag & McEwen Lifestyle Centers.

"This is a tremendous opportunity for us to be a part of this exciting development," stated Bass Pro Shops President Jim Hagale. "We look forward to opening our first store in California." In addition to Bass Pro Shops, initial plans for Poag & McEwen's Manteca, CA development call for a movie theater, specialty grocer, a bookstore, as well as specialty fashion retailers. The lifestyle center will feature Poag & McEwen's signature pedestrian friendly environment along with extensive landscaping and a variety of stylish, eye-catching features including some dynamic water amenities.

The Atlanta, GA based architectural firm MSTSD has been retained to oversee the design concept for The Promenade Shops at Orchard Falls.

About Poag & McEwen

Headquartered in Memphis, TN, Poag & McEwen Lifestyle Centers is the founder and leading developer of lifestyle centers in the United States. Since its inception, the Company has remained focused exclusively on the lifestyle center concept. The Promenade Shops at Centerra, the company's eighth lifestyle center, is under construction in Loveland, Colorado and is scheduled to open October 28, 2005. Currently, the Company's portfolio consists of 13 developments across the United States in the completed, under construction or pre-construction development stages. For additional information on the Company, please visit Poag & McEwen's web site at www.pm-lifestyle.com .

About Bass Pro Shops

Bass Pro Shops, also a major catalog and internet retailer, is headquartered in Springfield, Missouri. They were recently named the #1 outdoor retailer in America by Sporting Goods Business Magazine and have won numerous awards for their innovative store designs.