THIS DOCUMENT IS A COPY FROM THE FORM SE THAT WAS FILED ON MARCH 31,
1997 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.


EXHIBIT 4-C
-----------
(Carlyle-XVI)



PREPARED BY AND UPON
RECORDING RETURN TO:

William H. Goebel, Esq.
Investment Law Department
Teachers Insurance and Annuity
      Association of America
730 Third Avenue
New York, N.Y.  10017




                         THIRD MORTGAGE MODIFICATION
                                     AND
                             EXTENSION AGREEMENT



      THIS AGREEMENT, executed as of the 4th day of December, 1996, but
effective as of the first day of January, 1996, by and between NORMAN S.
GELLER, THOMAS M. BENNETT, JEFFREY GLUSKIN and NEIL G. BLUHM, BRIAN K.
ELLISON and JULIA C. PARKS, as Trustees of 260 FRANKLIN STREET ASSOCIATES
TRUST under a Declaration of Trust dated May 16, 1986, duly recorded with
the Suffolk County Registry of Deeds in Book 12510, Page 64 and filed with
the Suffolk County Registry District of the Land Court as Document No.
405198, as amended in accordance with the Certificate of Trustee as to
Appointment of Additional Trustees and First Amendment to Declaration of
Trust establishing 260 Franklin Street Associates Trust, dated September
12, 1986, duly recorded with Suffolk County Registry of Deeds as Instrument
No. 374 of September 26, 1986, and filed with the Suffolk Country Registry
District of the Land Court as Document No. 411174, and as further amended
by Certificate of Trustee as to removal of certain Trustees and appointment
of additional Trustees dated July 23, 1990, duly recorded with the Suffolk
County Registry of Deeds in Book 16416, Page 342, and Document No. 467674,
with appointment of six Trustees registered as Documents Nos. 467675
through 467680 with the Suffolk County Registry District of the Land Court,
as further amended in accordance with a Certificate of Trustee as to
Removal of Certain Trustees and Appointment of Additional Trustees, dated
May 20, 1992, duly recorded with the Suffolk County Registry of Deeds as
Document No. 487549, having a mailing address c/o JMB Realty Corporation,
900 North Michigan Avenue, Chicago, Illinois 60611 ("Mortgagor"), having a
mailing address c/o JMB Realty Corporation, 900 North Michigan Avenue,
Chicago, Illinois 60611-1575, and TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA, a New York corporation having a mailing address of
730 Third Avenue, New York, New York 10017 ("Mortgagee").























      WHEREAS, pursuant to the terms of that certain Second Mortgage
Modification and Consolidation Agreement between the parties hereto dated
as of January 1, 1991, and recorded with the Suffolk County Registry of
Deeds as Instrument No. 308 of December 31, 1991, in Book 17222, Page 286
and filed with Suffolk County Registry District of the Land Court as
Document No. 482106, Mortgagor is justly indebted to Mortgagee in the
consolidated principal amount (the "Consolidated Principal Indebtedness")
of SEVENTY - FOUR MILLION EIGHT HUNDRED NINETY - ONE THOUSAND TWELVE
AND
83/100THS ($74,891,012.83) DOLLARS, plus interest thereon from date, which
Agreement consolidated the indebtedness evidenced by those two certain
Mortgage Notes, (a) the first being that certain Note payable to the order
of Mortgagee in the original sum principal sum of SIXTY - FIVE MILLION AND
NO/100THS ($65,000,000.00) DOLLARS dated December 18, 1985, made originally
by 260 Franklin Incorporated, the repayment obligation for which has been
assumed by Mortgagor by that certain agreement captioned "NOTE MODIFICATION
AGREEMENT WITH RESPECT TO $65,000,000 NOTE DATED DECEMBER 18, 1985"
(collectively, "Note No. 1"); (b) the other being that certain Note made by
Mortgagor payable to the order of Mortgagee in the original principal sum
of TEN MILLION AND NO/100THS ($10,000,000.00) DOLLARS, dated September 24,
1986 ("Note No. 2");

      WHEREAS, the Consolidated Principal Indebtedness evidenced by both
Notes are secured by that certain Security Agreement and Mortgage ("the
$65,000,000.00 Mortgage") dated December 18, 1985, and recorded with the
Suffolk County Registry of Deeds in Book 12143, Page 249 and filed with
Suffolk County Registry of Deeds in book 12902, Page 302 and filed with the
Suffolk County Registry District of the Land Court as Document No. 399401
and that certain Security Agreement and Mortgage Deed (the $10,000,000.00
Mortgage") dated September 24, 1986, and recorded with the Suffolk County
Registry District of the Land Court as Document No. 411176; as such
Mortgages have been consolidated and modified by that (i) certain Mortgage
Modification and Consolidation Agreement between Mortgagor and Mortgagee
dated September 24, 1986 and recorded with the Suffolk County Registry of
Deeds in Book 12901, Page 347 and filed with the  Suffolk County Registry
District of the Land County as Document No. 411178, and (ii) the aforesaid
Second Mortgage Modification and Consolidation Agreement.  Both the
$65,000,000.00 Mortgage and the $10,000,000.00 Mortgage as consolidated and
modified by the aforesaid Mortgage Modification and Consolidation Agreement
and Second Mortgage Modification and Consolidation Agreement are































                                      2




collectively called the "Consolidated Mortgage" and both such mortgages
encumber and mortgage, as security for Consolidated Principal Indebtedness,
those certain lots, parcels and pieces of land with the buildings and
improvements erected thereon situate, lying and being in the City of
Boston, County of Suffolk, Commonwealth of Massachusetts described in the
mortgages and on Exhibit A attached hereto and forming a part hereof
(hereinafter called "the Premises");

      WHEREAS, the Consolidated Principal Indebtedness is also secured by,
among other things, (a) a certain Assignment of Lessor's Interest in
Lease(s) from 260 Franklin Incorporated to Mortgagee dated December 18,
1985, and recorded with the Suffolk County Registry of Deeds on December
19, 1985, as Instrument No. 503 and filed with the Suffolk County Registry
District of the Land Court as Document No. 399403 as supplemented by that
certain Supplemental Assignment of Lessor's Interest in Lease(s) from
Mortgagor to Mortgagee dated September 24, 1986, and recorded with the
Suffolk County Registry of Deeds as Instrument No. 379 filed with filed
with the Suffolk County Registry District of the Land Court as Document No.
411179 (hereinafter collectively called the "$65,000,000.00 Assignment of
Lessor's Interest in Lease(s)"); (b) that certain Assignment of Lessor's
Interest in Lease(s) from Mortgagor to Mortgagee dated September 24, 1986,
and recorded with the Suffolk County Registry of Deeds as Instrument No.
377 of September 26, 1986, and filed with the Suffolk County Registry
District of the Land Court as Document No. 411177 (hereinafter called the
"$10,000,000 Assignment of Lessor's Interest in Leases"); and (c) that
certain Supplemental Assignment of Lessor's Interest in Leases (the "1991
Supplemental Assignment") dated as of January 1, 1991, and recorded with
the Suffolk County Registry of Deeds as Instrument No. 309 of December 31,
1991, in Book 17222, Page 308 and filed with Suffolk County Registry
District of the Land Court as Document No. 482107;

      WHEREAS, Mortgagor continues to be the owner of the Premises and does
hereby warrant and represent that the Consolidated Mortgages continue to be
first and superior liens on the Premises in accordance with their terms
(subject to only those encumbrances set forth in that certain title policy
bearing title insurance No. 616157M bearing effective date equal to the
date on which this Agreement is recorded held by Mortgagee from Ticor Title
Insurance Company) for the Consolidated Principal Indebtedness of SEVENTY -
FOUR MILLION EIGHT HUNDRED NINETY - ONE THOUSAND TWELVE AND
83/100THS
($74,891,012.83) DOLLARS, plus interest, as evidenced by Note No. 1 and No.
2 as such 





























                                      3




indebtedness has been consolidated by the terms of the Second Mortgage
Modification and Consolidation Agreement; that it has no defense or offset
to its liability thereunder and all the provisions are unmodified and in
full force and effect of the Consolidated Mortgages, No. 1, Note No. 2, the
$65,000,000 Assignment of Lessor's Interest in Lease(s), the $10,000,000
Assignment of Lessor's Interest in Leases, the 1991 Supplemental Assignment
and all other documents held by Mortgagee in connection with the
indebtedness evidenced by Note No. 1 and Note No. 2;

      WHEREAS, Mortgagor has requested that the date on which the
Consolidated Principal Indebtedness is to paid in full under the Second
Mortgage Modification and Consolidation Agreement be extended to January 1,
1997 (the new "Scheduled Maturity Date"), subject to Mortgagee having the
right to accelerate such maturity date upon thirty (30) days' prior written
notice to Mortgagor, which request is agreeable to Mortgagee provided there
are certain other modifications as hereinafter provided;

      NOW, THEREFORE, in consideration of the Premises, the covenants and
conditions herein contained, and the sum of TEN ($10.00) DOLLARS and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby covenant and agree as
follows:

      1.  The date of January 1, 1996, set forth in the Second Mortgage
Modification and Consolidation Agreement on which the entire Consolidated
Principal Indebtedness, plus all accrued fixed interest, the hereinafter
defined Yield Maintenance Amount, the hereinafter defined Residual Interest
Amount, and such other sums due thereon pursuant thereto are to be paid in
full, is hereby extended to January 1, 1997, and the respective liens of
the Consolidated Mortgages are hereby extended thereby to cover such date
of January 1, 1997, subject to such date being accelerated at Mortgagee's
election to an earlier date (the "Acceleration Date") that Mortgagee may
select ("Mortgagee's Election to Accelerate") upon thirty (30) days' prior
written notice sent to Mortgagor in accordance with Paragraph 33 of the
$10,000,000 Mortgage at Mortgagor's address above set forth and in such
event, the entire Consolidated Principal Indebtedness, plus all accrued
fixed interest, the Yield Maintenance Amount, the Residual Interest Amount,
and the other sums owed thereon pursuant thereto shall immediately become
due and payable and































                                      4




shall be paid by Mortgagor on the Acceleration Date.

      2.  Paragraph 1 of the Second Mortgage Modification and Consolidation
Agreement is hereby deleted in its entirety and the following provisions
are substituted in its place and stead:

      "Mortgagor covenants, or promises and agrees to pay to Mortgagee, or
to its order, at its address hereinabove set further to such other address
as Mortgagee may designate in writing from time to time, the Consolidated
Principal Indebtedness of SEVENTY - FOUR MILLION EIGHT HUNDRED NINETY-ONE
THOUSAND TWELVE AND 83/100THS ($74,891,012.83) DOLLARS in lawful money of
the United States of America, with fixed Interest thereon at the rate of
EIGHT (8%) PERCENT per annum and to be paid in installments of fixed
interest alone in the amount of FOUR HUNDRED NINETY-NINE THOUSANDS TWO
HUNDRED SEVENTY - THREE AND 42/100THS ($499,273.42) DOLLARS each,
commencing on the first day of January, 1996, and continuing on the first
day of each calendar month thereafter occurring until the earlier of the
Acceleration Date or the first day of December, 1996, and, in any event ,
the entire unpaid Consolidated Principal Indebtedness of SEVENTY - FOUR
MILLION EIGHT HUNDRED NINETY - ONE THOUSAND TWELVE AND 83/100THS
($74,891,012.83) DOLLARS plus all accrued fixed interest thereon at the
rate of EIGHT (8%) PERCENT per annum and the Yield Maintenance Amount,
Residual Interest Amount and all other sums then due and owing to be paid
hereunder shall be due and payable on the first day of January, 1997, or on
the Acceleration Date if Mortgagee had exercised Mortgagee's Election to
Accelerate pursuant to the provisions of Paragraph 1 hereof.

      In addition thereto, on January 1, 1997, the Acceleration Date or any
other date of acceleration of maturity (whether by default or otherwise)
and on the date of prepayment as hereinafter provided (hereinafter each of
said dates is referred to as "Maturity"), there shall be paid by Mortgagor
to Mortgagee, the total of (i) a sum determined as hereinafter provided
("Yield Maintenance Amount") which when paid to Mortgagee will cause
Mortgagee to receive interest on an actual cash basis at an annual yield on
the Consolidated Principal Indebtedness of ELEVEN (11%) PERCENT per annum
("Yield Maintenance Rate") from January 1, 1991, through the date on which
the Consolidated Mortgages are satisfied of record; PLUS (ii) as sum
("Residual Interest Amount") equal to SIXTY (60%) PERCENT of the highest
amount, if any, of (A) the net sales proceeds (the "Net Sales Proceeds") of
the Premises (consisting of the total consideration received or receivable,
whether by





























                                      5




cash, purchase money notes, including the par value of any promissory note
in connection with any conveyance or agreement to convey the Premises to
bona fide third party at market value after arm's length negotiations)
after deducting payment of the Consolidated Principal Indebtedness, the
Yield Maintenance Amount, customary brokerage commissions and normal and
customary closing costs actually paid to unaffiliated third parties, but
not in excess of THREE (3%) PERCENT of the sales price proceeds ("Approved
Closing Costs"); or (B) the appraisal value of the Premises after deducting
payment of the Consolidated Principal Indebtedness, the Yield Maintenance
Amount, and Approved Closing Costs of any bona fide sale or refinancing
occurring in connection with such determination of appraisal value and of
the appraisals made in conjunction with determining Residual Interest
Amount (the "Net Appraisal Value"); provided, however, that in no event
shall the Residual Interest Amount to be paid to Mortgagee hereunder cause
Mortgagee to receive interest on an actual cash basis of more than an
annual yield of SIXTEEN (16%) PERCENT per annum on the Consolidated
Principal Indebtedness from January 1, 1991 (the "Residual Interest
Amount").

      In order to determine the Residual Interest Amount to be paid to
Mortgagee at Maturity, Mortgagor shall forward the following documents to
Mortgagee, either simultaneously with the sending of the notice of
prepayment, and as a condition precedent to such notice being deemed to
effective, or ninety (90) days prior to January 1, 1997, if no prepayment
has been made, or within thirty (30) days of acceleration of maturity after
default or other acceleration:  (a) an appraisal of the Premises prepared
by an independent M.A.I. appraiser having at least ten (10) years'
experience appraising commercial real estate similar to the Premises in the
Boston area, which appraisal shall value the Premises as if it were free
and clear of all liens and debts but subject to all leases than in effect
(the income stream for which will also be considered by the Appraiser in
determining the Appraisal value of the Premises); (b) if the Premises are
being sold to a third party simultaneously with such payment, the contract
of sale, real estate brokerage agreement (if deduction for a brokerage
commission is being claimed), and a statement of all closing costs, with
supporting data, for which deductions are being claimed; and if the sale is
not for a one hundred (100%0 percent interest in the Premises, then the
sales price set forth in the contract of sale shall be projected as if one
hundred (100%) percent of the Premises were being sold and such projection
shall be used for determining the amount due Mortgagee hereunder;
additional, the sales price for the purpose of





























                                      6




determining the amount due hereunder shall include the amount of all cash
payments, deferred payments, debs assumed and the value of all assets,
securities, interests, and other consideration received or receivable in
connection with such sale; (c) a current rent roll of the Premises,
supporting leases, and a certified statement of income and expenses for the
twelve (12) month period immediately preceding the date of such notice
setting forth all the information necessary to do an appraisal of the
Premises; (d) a statement of all other closing costs, with supporting data,
for which deductions are being claimed; and (e) a true and correct
statement from Mortgagor calculating the Residual Interest Amount.

      Mortgagor shall promptly furnish Mortgagee with all additional
information that Mortgagee may request.  If Mortgagee does not agree with
any of the conclusions, calculations, computations, valuations or other
information supplied by Mortgagor, Mortgagee shall notify Mortgagor in
writing and both parties shall in good faith endeavor to resolve such
differences.  If such disagreement is over the amount of the appraised
value of the Premises, Mortgagee shall furnish Mortgagor with an appraisal
in conformity to the standards imposed with respect to Mortgagor with an
appraisal.  If the two appraisals differ by ten (10%) percent or less, the
appraised value of the Premises shall be the average valuation of the two
appraisals.  If the difference is greater than ten (10%) percent, either
party shall have the right to require that a third independent M.A.I.
appraiser, mutually satisfactory to both Mortgagor and Mortgagee, be
selected to appraise the Premises.  Such third appraiser shall render his
report within thirty (30) days of appointment, which report must not set a
valuation lower than the lowest valuation of the appraisals previously
submitted nor higher than the highest valuation of the appraisals
previously submitted.  The valuations set forth in all three appraisals
shall be aggregated and the appraised value of the Premises shall be deemed
to be the average of all such appraisals.  Mortgagor shall pay the cost of
all of the appraisals, but it shall have the right to deduct the cost as
part of the Approved Closing Costs provided it shall have first secured
Mortgagee's written approval of the same (which approval Mortgagee will not
unreasonably withhold).  If the Mortgagor does not in the time required
supply an appraisal from an appraiser meeting the qualifications in item
(a) of the immediate preceding paragraph, then Mortgagee may obtain such an
appraisal and the mortgagor agrees that any such appraisal obtained by and
satisfactory to Mortgagee shall be the appraisal used in determining the
amounts due hereunder.  If the privilege to 






























                                      7




prepay is not exercised, the Consolidated Principal Indebtedness together
with any fixed interest accrued thereon shall be paid on Maturity and
together with the total of (i) Yield Maintenance Amount computed as
hereinafter set forth as will cause Mortgagee to have received interest on
the Consolidated Principal Indebtedness to Maturity at the Yield
Maintenance Rate, PLUS (ii) the Residual Interest Amount, if any, computed
as hereinabove set forth.

      If the Residual Interest Amount has not been determined on the date
on which a sale of the Premises or refinancing of the Consolidated
Indebtedness is to be consummated, Mortgagor shall nevertheless have the
option to close such sale or any refinancing provided (a) it pays the
Consolidated Principal Indebtedness, accrued fixed interest, the Yield
Maintenance Amount, and all other sums due Mortgagee hereunder other than
the Residual Interest Amount; (b) it deposits into an escrow account under
an agreement and with an escrow agent satisfactory to Mortgagee such amount
that Mortgagee shall designate (which amount shall in no event be less than
(i) the amount of any Net Appraisal Value established by an appraiser or
(ii) the amount of the sales proceeds received or receivable by Mortgagor
in connection with any sale or the amount of the refinancing proceeds in
connection with any refinancing, as the case may be; (c) Mortgagee is able
to perfect and shall perfect a superior and first lien security interest in
such escrow account and funds; and (d) Mortgagee has such assurances that
it deems necessary that no party involved in or affiliated with any party
involved in any such transaction is insolvent or subject to bankruptcy. 
Upon the determination of the amount of Residual Interest due Mortgagee,
such sum shall be immediately paid to Mortgagee together with the pro-rata
share of all interest earned on the funds in the Escrow Account.  For
reference purposes, this paragraph is called "Post Closing Residual
Interest Determination."

      The Yield Maintenance Amount and the Residual Interest Amount shall
be computed by determining the total interest per annum ("Annual Minimum
Yield") which would have been earned at the Yield Maintenance Rate or the
Residual Interest Amount, as the case may be, for each calendar year, or
part of a calendar year ("Yield Year") on the Consolidated Indebtedness or
such other portion outstanding from time to time for such Yield Year
beginning with the period from January 1, 1991 to December 31, 1991 ("first
Yield Year").  There shall be subtracted from the Annual Minimum Yield of
the first Yield Year the actual amount of






























                                      8




fixed interest paid with respect to the first Yield Year, and the amount by
which the Annual Minimum Yield exceeds the actual amounts of fixed interest
paid during such period shall be the Yield Maintenance Amount or Residual
Interest Amount, as the case may be, as of the last day of the first Yield
Year.  The Yield Maintenance Amount and the Residual Interest Amount
established for the first Yield Year shall be carried forward to the end of
the second Yield Year (being the 1992 calendar year).  At the end of the
second Yield Year there shall be added to the Yield Maintenance Amount and
the Residual Interest Amount established at the end of the first Yield Year
(a) interest on such Yield Maintenance Amount at the Yield Maintenance Rate
and interest on the Residual Interest Amount at the Residual Interest Rate,
as applicable, for the period from the end of the first Yield Year to the
end of the second Yield Year and (b) the Annual Minimum Yield for the
second Yield Year, and from such total there shall be deducted the actual
amount of fixed interest paid on the Consolidated Indebtedness outstanding
during the second Yield Year and this resulting amount shall become the
Yield Maintenance Amount or Residual Interest Amount, as the case may be,
to be carried forward to the end of the third Yield Year.  In like manner
the Yield Maintenance Amount and Residual Interest Amount shall be
recomputed from Yield Year to Yield Year to Maturity.  Notwithstanding any
other provision of this Agreement the Mortgagor may pay any portion of the
Yield Maintenance Amount or Residual Interest Amount with accrued interest
thereon at the applicable Yield Maintenance Rate or Residual Interest Rate
as determined from time to time on any installment payment date upon thirty
(30) days' prior written notice to Mortgagee."

      3.  The aforesaid provisions shall take precedence over and supersede
the payment provisions contained in the Second Mortgage Modification and
Consolidation Agreement and in Note No. 1 and Note No. 2, and any failure,
refusal or neglect to pay when due (but subject to the expiration of any
grace periods contained in the Loan Documents to the extent applicable) the
Consolidated Principal Indebtedness or any installment of fixed interest,
the Yield Maintenance Amount or the Residual Interest Amount as provided
for in this Agreement shall constitute a default under Second Mortgage
Modification and Consolidation Agreement, Note No. 1, Note No.2 and the
Consolidated Mortgages to the same extent and with the same force and
effect as if Mortgagor had failed, refused or neglected to pay the
principal indebtedness or any installment of interest when due under the
Second Mortgage Modification and Consolidation Agreement or such Notes, and
Mortgagee, at its option, shall be entitled to exercise all 






























                                      9




remedies available to it under the Consolidated Mortgages and at law
provided including but not limited to the right to declare the Consolidated
Indebtedness, accrued fixed interest, the Yield Maintenance Amount and the
Residual Interest Amount to be immediately due and payable.  Any failure to
exercise any option or right hereinabove provided shall not constitute a
waiver of the right to exercise the same in the event of any subsequent
default.

      4.  Whenever in the Second Mortgage Modification and Consolidation
Agreement, the Consolidated Mortgages, the $65,000,000 Assignment of
Lessor's Interest in Leases, the $10,000,000 Assignment of Lessor's
Interest in Leases or the 1991 Supplemental Assignment, reference is made
to the Note secured thereby, such reference shall mean Note No. 1 and Note
No. 2 as consolidated by the Second Mortgage Modification and Consolidation
Agreement and to be repaid as in this Agreement provided.  Additionally,
all references to the term "interest" in Note No. 1, Note No. 2 and the
other referenced loan documents shall mean the fixed interest, Yield
Maintenance Amount and Residual Interest Amount hereinabove mentioned.

      5.  The prepayment privilege provisions set forth in Paragraph 4 of
the Second Mortgage Modification and Consolidation Agreement are hereby
deleted and Mortgagor can prepay the Consolidated Principal Indebtedness on
any installment payment date upon thirty (30) days' prior written notice
provided it simultaneously pays the Yield Maintenance Amount and Residual
Interest Amount hereinabove set forth in a addition to the Consolidated
Principal Indebtedness, accrued fixed interest and all other sums, if any,
due hereunder.

      6.  Paragraph 52 of the Consolidated Mortgages is hereby modified to
substitute the words"Reserve Pledge Account" for the words "Reserve Escrow
Account," the words "Pledge Accounts" for the words "Escrow Accounts" and
the words "Pledge Agent" for the words "Escrow Agent" wherever in the
paragraph such words appeared.  Moreover, the reference made in the
paragraph to the Reserve Escrow Agreement shall mean the Reserve Escrow
Agreement dated January 1, 1991, as amended by the Modification to Reserve
Escrow Agreement dated January 1, 1994, and as further amended and restated
by that certain Modification of Reserve Escrow Agreement and Restatement as
the Reserve Pledge Agreement dated of even date herewith among Mortgagor,
Mortgagee and The Boston Mortgage Company (hereinafter called "Reserve
Pledge Agreement").  Whenever reference is made in the






























                                     10




Consolidated Mortgages or in this Agreement to the term Reserve Escrow
Agreement, the reference shall hereafter mean the Reserve Pledge Agreement.

      7.  Except as hereinabove contained, the Consolidated Mortgages, Note
No. 1, Note No. 2, the $65,000,000 Assignment of Lessor's Interest in
Leases, the $10,000,000 Assignment of Lessor's Interest in Leases, and the
1991 Supplemental Assignments are unmodified and remain in full force and
effect and Mortgagor does hereby covenant and agree to pay the Consolidated
Indebtedness, all accrued fixed interest, the Yield Maintenance Amount and
Residual Interest Amount in the time and manner hereinabove set forth and
to otherwise observe and fulfill all of the covenants, warranties,
conditions and agreements hereinabove contained and contained in the
Consolidated Mortgages, Note No. 1, Note No. 2, the $65,000,000 Assignment
of Lessor's Interest in Leases, the $10,000,000 Assignment of Lessor's
Interest in Leases and the 1991 Supplemental Assignment.

      8.  This Agreement does not create any new, further or other
indebtedness, but secures the same indebtedness evidenced by Note No. 1 and
Note No. 2 as consolidated by the terms of the Second Mortgage Modification
and Consolidation Agreement and extended by the terms of this Agreement and
Mortgagor covenants, promises and agrees to pay in accordance with the
terms of this Agreement the Consolidated Principal Indebtedness of SEVENTY
- FOUR MILLION EIGHT HUNDRED NINETY - ONE THOUSAND TWELVE AND
83/100THS
($74,891,012.83) DOLLARS, plus fixed interest, the Yield Maintenance Amount
and Residual Interest Amount.

      9.  IF ANY TERM, COVENANT OR CONDITION OF THIS AGREEMENT SHALL BE
HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY-RESPECT, THIS
AGREEMENT
SHALL BE CONSTRUED WITHOUT SUCH PROVISIONS.  IN ADDITION, IF THE
TRANSACTION EVIDENCED AND SECURED HEREBY SHALL BE RESCINDED OR
OTHERWISE
RENDERED UNENFORCEABLE IN WHOLE OR IN PART ON ACCOUNT OF ANY LAWS
RESPECTING CREDITOR'S RIGHTS OR FOR ANY OTHER REASON, THEN, AT
MORTGAGEE'S
OPTION, THE ORIGINAL NOTE NO. 1 AND NOTE NO. 2 (AS CONSOLIDATED
HERETOFORE
UNDER THE SECOND MORTGAGE MODIFICATION AND CONSOLIDATION
AGREEMENT) AND
ORIGINAL CONSOLIDATED MORTGAGES SHALL BE UNIMPAIRED, AND THEIR
TERMS AND
PROVISIONS SHALL BE UNMODIFIED AND IN FULL FORCE AND EFFECT AS IF THE
MODIFICATIONS CONTAINED IN THIS AGREEMENT HAD NEVER BEEN EXECUTED.

      10.  Mortgagor shall promptly cause this Agreement to be filed,
registered or recorded in such manner and in such 






























                                     11




places as may be required by any present or future law in order to publish
notice of and fully to protect the liens of the Consolidated Mortgages
upon, and the interest of Mortgagee in, the Premises.  Mortgagor shall pay
all filing, registration and recording fees, all expenses incident to the
preparation, execution and acknowledgement of this Agreement and all
federal, state, county and municipal taxes, duties, imposts, assessments
and charges arising out of or in connection with the filing, registration,
recording, executing and delivery of this Agreement, and Mortgagor shall
hold harmless and indemnify Mortgagee against any liability incurred by
reason of the imposition of any tax on the issuance, making, filing,
registration or recording of this Agreement; provided, however, Mortgagor
shall not be responsible for Mortgagee's income, franchise or similar such
taxes.

      11.  Mortgagor represents, warrants and covenants that (a) there are
no offsets, counterclaims or defenses against the Consolidated Principal
Indebtedness, Note No. 1, Note No. 2, the Consolidated Mortgages, the
$65,000,000 Assignment of Lessor's in Leases, the $10,00,000.00 Assignment
of Lessor's in Leases, or the 1991 Supplemental Assignment and (b)
Mortgagor (and its respective undersigned representatives) have full power,
authority and legal right to execute this Agreement and to keep and observe
all of the terms of this Agreement on all such parties' part to be observed
or performed, and (c) this Agreement is valid and binding upon all such
parties and enforceable against all such parties in accordance with its
terms.

      12.  This Agreement shall be binding upon Mortgagor and Mortgagee and
their respective successors and assigns and shall inure to the benefit or
Mortgagor and Mortgagee and their permitted successors and assigns.

      13.  This Agreement may be executed in any number of duplicate
originals and each such duplicates original shall be deemed to constitute
but one and the same instrument.

      14.  MORTGAGOR HEREBY ACKNOWLEDGES THAT MORTGAGOR AND THE
BENEFICIARIES OF THE TRUST ARE KNOWLEDGEABLE BORROWERS OF
COMMERCIAL FUNDS
AND EXPERIENCED REAL ESTATE DEVELOPERS OR INVESTORS, (ii) THEY AND
THEIR
ATTORNEYS FULLY UNDERSTAND THE EFFECT OF THE ABOVE PROVISIONS, (iii)
MORTGAGEE WOULD NOT MAKE THE LOAN SECURED HEREBY WITHOUT SUCH
PROVISIONS
AND (iv) SUCH LOAN IS A COMMERCIAL OR BUSINESS LOAN, NEGOTIATED BY
MORTGAGEE AND MORTGAGOR AND THEIR RESPECTIVE ATTORNEYS AT ARMS
LENGTH. 





























                                     13




NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS CREATING
A JOINT
VENTURE OR PARTNERSHIP RELATIONSHIP BETWEEN THE PARTIES HERETO.

      15.  This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.

      16.  It is specifically agreed that time is of the essence of this
Agreement and that the waiver of options or obligations secured by this
Agreement shall not at any time be held to be abandonment of such rights. 
Notice of the exercise of any option granted to Mortgagee herein is not
required to be given unless expressly provided to the contrary herein.

      The Trustees of 260 Franklin Street Associates Trust hereby certify
pursuant to Paragraph 6 of said Trust that the execution and delivery of
this Instrument has been duly authorized and directed by all of the
beneficiaries of said Trust and said Trust is in full force and effect as
of the date hereof.  The foregoing authorization has not been altered,
amended or rescinded and is in full force and effect as of the date hereof.

      The party or parties executing this Agreement as Mortgagor are
executing the same as Trustees and not in any individual capacity.  As
such, they are not personally liable for fulfilling any of their
obligations under this Agreement and Mortgagee shall look to and be
entitled to succeed to the Premises and the other assets of the trust for a
breach by Mortgagor of its obligations under this Agreement.

      Without limitation on the foregoing, but in addition thereto, neither
Mortgagor nor any Trustee, advisor or any other entity shall be personally
liable in any manner or to any extent under or in connection with this
Agreement (including, but without limitation, the items set forth as
exceptions to Paragraph 36 of the Consolidated Mortgages) or any other
agreement or instrument entered into in connection herewith; provided,
however, that the foregoing shall not affect or impair the lien of the
Consolidated Mortgage, the rights of Mortgagee to proceed against the
Premises, or any obligations under a certain




Indemnity and Payment Agreement dated December 1991, given Carlyle Real
Estate Limited Partnership -XV and Carlyle Real Estate Limited Partnership
- XVI to Mortgagee.

      IN WITNESS WHEREOF, the Mortgagor and the Mortgagee have duly signed,
sealed and delivered this Agreement as a sealed instrument the day and year
hereinabove first written.



/s/ MARY D. SERVIN                         /s/ BRIAN K. ELLISON
------------------------------             ------------------------------
Mary D. Servin                             Brian K. Ellison
Witness                                    not personally but solely as
                                           Trustee of 260 Franklin Street
                                           Associates Trust as aforesaid
                                           for self and co - trustees



                                           TEACHERS INSURANCE AND ANNUITY
                                           ASSOCIATION OF AMERICA



EXECUTED                                   By:   /s/ MARK A. DE PRIMA
______________________________                   ___________________________
Witness                                          Name:  Mark A. De Prima
                                                 Title: Associate Director


EXECUTED
______________________________             By:   /s/ HEATHER DAVIS
Witness                                          ___________________________
                                                 Name:  Heather Davis
                                                 Title:  Associate Director


































                                     14








                               ACKNOWLEDGMENTS
                               ---------------



STATE OF NEW YORK       )
                        )ss:  New York
COUNTY OF NEW YORK      )


      Before me, the undersigned authority, a Notary in and for said State,
on this day personally appeared _____________________________________ and
______________________________, known to me to be the persons whose names
are subscribed to the foregoing instrument and known to me to be the
____________________ and ____________________, respectively, of Teachers
Insurance and Annuity Association of America, a New York corporation, and
that the seal affixed to the foregoing instrument is the corporate seal of
said corporation, and that said instrument was signed and sealed in behalf
of said corporation by authority of its Board of Trustees, and acknowledged
that they executed the said instrument for the uses, purposes and
consideration therein expressed on behalf of said Teachers Insurance and
Annuity Association of America.

      Given under my hand and Seal of office this ______ day of __________,
1996.


                                    ______________________________
                                    Notary Public in and
                                    for the State of New York
                                    My commissions expires:



STATE OF ILLINOIS       )
                        )ss.
COUNTY OF COOK          )

      On this 4th day of November, 1996, before me appeared BRIAN K.
ELLISON, to me personally know, who, being by me duly sworn, did say that
he is a trustee of 260 Franklin Street Associates Trust, and that said
instrument was signed in behalf of said trust, and said BRIAN K. ELLISON
acknowledged said instrument to be the free act and deed of the trustees on
behalf of said trust.


                                    /s/ LAURA BETH MILLER
                                    ______________________________
                                    Laura Beth Miller                      

                                    Notary Public, State of Illinois
                                    Commission Expires 12/1/96















                                     15








                               ACKNOWLEDGMENTS
                               ---------------



STATE OF NEW YORK       )
                        )ss: New York
COUNTY OF NEW YORK      )

      Before me, the undersigned authority, a Notary in and for said State,
on this day personally appeared MARK A. DEPRIMA and HEATHER DAVIS, known to
me to be the persons whose names are subscribed to the foregoing instrument
and known to me to be the ASSOCIATE DIRECTOR and ASSOCIATE DIRECTOR,
respectively, of Teachers Insurance and Annuity Association of America, a
New York corporation, and that the seal affixed to the foregoing instrument
is the corporate seal of said corporation, and that said instrument was
signed and sealed in behalf of said corporation by authority of its Board
of Trustees, and acknowledged that they executed the said instrument for
the uses, purposes and consideration therein expressed on behalf of said
Teachers Insurance and Annuity Association of America.

      Given under my hand and Seal of office this 4th day of December,
1996.



                                    /s/ AZUCENA V. PROBLETE
                                    Azucena V. Problete
                                    Notary Public in and
                                    for the State of New York
                                    My commissions expires:
                                    October 13, 1998




                        COMMONWEALTH OF MASSACHUSETTS


______________________________ ss,                           , 1996

      Then personally appeared the above named ____________________________
_________________, and acknowledged the foregoing as his/her free act and
deed, before me.


                                    ______________________________
                                    Notary Public
                                    My commission expires:

















                                     15






                                  EXHIBIT A
                                  ---------


      A parcel of land situated in Boston, Suffolk County, Massachusetts,
shown on a plan entitled "Plan of Land, Boston, Massachusetts" prepared by
R.E. Cameron & Associates, Inc., dated January 26, 1983, revised February
24, 1983, recorded with Suffolk Registry of Deeds at the end of Book 10281,
and bounded:

SOUTHWESTERLY           by Oliver Street, 165.82 feet;

NORTHWESTERLY           by land of Thomas J. White, et al, Trustees, 96.41
feet;

NORTHEASTERLY           by the same land, 15.80 feet;

NORTHWESTERLY           by the same land, 10.90 feet;

NORTHEASTERLY           by Lot C as shown on said plan, 31.29 feet;

NORTHWESTERLY           by said Lot C, 12.41 feet;

NORTHEASTERLY           by Jenton Way, formerly Hamilton Alley, 122.43
feet; and

SOUTHEASTERLY           by Franklin Street, 95.85 feet.

      Included in the above - described parcel is a parcel of registered
land, bounded:

SOUTHWESTERLY           by the northeasterly line of Oliver Street, forty -
eight and 42/100 (48.42) feet;

NORTHWESTERLY           by lands now or formerly of Daniel M. Driscoll et
al and of Frank Cair Macomber, Jr., the line running in part through the
middle of a sixteen (16) inch brick wall, one hundred seventeen and 06/100
(117.06) feet;

NORTHEASTERLY           by Hamilton Alley, forty - two and 83/1100 (42.83)
feet; and

SOUTHEASTERLY           twenty - five and 73/100 (25.73) feet;

NORTHEASTERLY           seven and 51/100 (7.51) feet; and 






















                                     16




2.    Easement for light and air created by grant from James F. Dwinnell to
Alvah A. Burrage dated August 30, 1872, recorded in Book 1126, Page 117 as
modified by agreement dated August 5, 1910, recorded in Book 3475, Page 482
(benefits northwesterly 23 feet of Lot A on Plan in Book 4193, Page 612 and
burdens Lot B on said Plan).

3.    Easements for light, air and passage reserved in a deed from Alvah H.
Burrage to James F. Dwinnell et al dated September 16, 1872, recorded in
Book 1126, page 116 (benefits Lot A on plan in Book 4193, Page 612 and
burdens Lot C and the four foot strip on the northeasterly side of Lot C on
said Plan).

4.    Easement for passage and repassage in Jenton Way (formerly known as
Hamilton Alley).

5.    Easements for light and air and building maintenance granted by Grant
and Release of Easements between Ferdinand Colloredo - Mansfield, et al,
the Trustees of CC&F - F&) Property Trust and 2 Oliver Incorporated dated
January 27, 1984, recorded in Book 11100, Page 001.


















































                                     18