EXHIBIT 10.2
------------



     ============================================================




               FOURTH AMENDED AND RESTATED AGREEMENT OF

                          LIMITED PARTNERSHIP



                                  of



                 BROOKFIELD FINANCIAL PROPERTIES, L.P.



                     Dated as of December 31, 2002

                             by and among



                 BROOKFIELD FINANCIAL PROPERTIES, INC.

               JMB 245 PARK AVENUE HOLDING COMPANY, LLC

                  BROOKFIELD PROPERTIES HOLDINGS INC.

                         BATTERY PARK PARTNERS

                    OLYMPIA & YORK TOWER B COMPANY

                              WFP II LLC


                  and the other Persons identified on
                    SCHEDULE I as limited partners




     ============================================================



<PAGE>


                           TABLE OF CONTENTS
                           -----------------




SECTION                                                         PAGE
-------                                                         ----

RECITALS  . . . . . . . . . . . . . . . . . . . . . . . . . . .    1



                        ARTICLE 1 - DEFINITIONS



                       ARTICLE 2 - CONTINUATION

2.01.    Continuation . . . . . . . . . . . . . . . . . . . . .   10
2.02.    Filing; Publication. . . . . . . . . . . . . . . . . .   11
2.03.    Name . . . . . . . . . . . . . . . . . . . . . . . . .   11
2.04.    Place of Business; Registered Agent. . . . . . . . . .   11
2.05.    Partners . . . . . . . . . . . . . . . . . . . . . . .   11
2.06.    Implementing Transactions. . . . . . . . . . . . . . .   11



                     ARTICLE 3 - BUSINESS PURPOSE

3.01.    Character of Business. . . . . . . . . . . . . . . . .   11
3.02.    Authorized Activities. . . . . . . . . . . . . . . . .   11



                   ARTICLE 4 - CAPITAL CONTRIBUTIONS

4.01.    Initial Contributions. . . . . . . . . . . . . . . . .   12
4.02.    Additional Contributions . . . . . . . . . . . . . . .   12
4.03.    Rights of Holders of Class B Units;
         Cancellation by Managing General Partner . . . . . . .   13
4.04.    Partners' Accounts . . . . . . . . . . . . . . . . . .   14
4.05.    Transfers or Conversions During Year . . . . . . . . .   14



                     ARTICLE 5 - CONVERSION RIGHTS

5.01.    Class B-1 Unit Conversion. . . . . . . . . . . . . . .   15
5.02.    Class B-2 Unit Conversion. . . . . . . . . . . . . . .   15
5.03.    Additional Conversion Adjustments. . . . . . . . . . .   16
5.04.    Net SF Cash and Net MCJV Proceeds. . . . . . . . . . .   16



             ARTICLE 6 - PROFITS, LOSSES AND DISTRIBUTIONS

6.01.    Profits and Losses . . . . . . . . . . . . . . . . . .   17
6.02.    Allocations for Tax Purposes . . . . . . . . . . . . .   17
6.03.    Distributions. . . . . . . . . . . . . . . . . . . . .   18










                                   i


<PAGE>


             ARTICLE 7 - MANAGEMENT AND FINANCING MATTERS

7.01.    Management of Business . . . . . . . . . . . . . . . .   18
7.02.    No Management by Limited Partners;
         Limitation of Liability. . . . . . . . . . . . . . . .   19
7.03.    Appointment of Agents, Officers or Representatives . .   20
7.04.    Title to Property; Nominee . . . . . . . . . . . . . .   20
7.05.    Time Devoted to Business; Business with
         Related Persons. . . . . . . . . . . . . . . . . . . .   20
7.06.    Fiduciary Duty; Exculpation. . . . . . . . . . . . . .   20
7.07.    Indemnification. . . . . . . . . . . . . . . . . . . .   21
7.08.    Books and Records at Principal Place of Business . . .   21
7.09.    Annual Audit and Accounting. . . . . . . . . . . . . .   22
7.10.    Reports; Notices . . . . . . . . . . . . . . . . . . .   22
7.11.    Tax Matters. . . . . . . . . . . . . . . . . . . . . .   23
7.12.    Withholding of Certain Amounts . . . . . . . . . . . .   24
7.13.    Board Proceedings. . . . . . . . . . . . . . . . . . .   24
7.14.    Approval of Certain Actions. . . . . . . . . . . . . .   25
7.15.    JMB-Approved Director. . . . . . . . . . . . . . . . .   25



                       ARTICLE 8 - COMPENSATION

8.01.    No Entitlement to Compensation . . . . . . . . . . . .   26
8.02.    Reimbursement. . . . . . . . . . . . . . . . . . . . .   26



                         ARTICLE 9 - TRANSFERS

9.01.    Certain Transfers Void . . . . . . . . . . . . . . . .   26
9.02.    Certain Prohibitions on Transfers. . . . . . . . . . .   26
9.03.    Transfers by Certain Partners. . . . . . . . . . . . .   26
9.04.    Approval of Managing General Partner . . . . . . . . .   26
9.05.    Certain Prohibited Transfers . . . . . . . . . . . . .   27
9.06.    Successor Managing General Partner;
         Removal of Managing General Partner. . . . . . . . . .   28
9.07.    Successor Partners . . . . . . . . . . . . . . . . . .   28
9.08.    Right of First Offer . . . . . . . . . . . . . . . . .   28
9.09.    Transfers Must Comply with Laws. . . . . . . . . . . .   30
9.10.    Assumption by Transferee . . . . . . . . . . . . . . .   30
9.11.    Remedies for Impermissible Transfer. . . . . . . . . .   30
9.12.    Certificates . . . . . . . . . . . . . . . . . . . . .   30
9.13.    Mutilated, Destroyed, Lost or Stolen Unit Certificates   30
9.14.    Record Holders . . . . . . . . . . . . . . . . . . . .   31
9.15.    Registration of Transfer of Class A Units. . . . . . .   31
9.16.    Retained Interest Purchase . . . . . . . . . . . . . .   32



               ARTICLE 10 - DISSOLUTION AND TERMINATION

10.01.   Events of Dissolution. . . . . . . . . . . . . . . . .   33
10.02.   Continuance of the Partnership . . . . . . . . . . . .   34
10.03.   Liquidation of Partnership Assets. . . . . . . . . . .   34
10.04.   Time for Winding-Up. . . . . . . . . . . . . . . . . .   35













                                  ii


<PAGE>


                    ARTICLE 11 - GENERAL PROVISIONS

11.01.   Entire Agreement; Amendments and Waivers . . . . . . .   35
11.02.   Appointment of Attorney or Agent . . . . . . . . . . .   36
11.03.   Construction . . . . . . . . . . . . . . . . . . . . .   37
11.04.   Governing Law. . . . . . . . . . . . . . . . . . . . .   37
11.05.   Further Assurances . . . . . . . . . . . . . . . . . .   37
11.06.   Titles and Captions. . . . . . . . . . . . . . . . . .   37
11.07.   Binding Agreement. . . . . . . . . . . . . . . . . . .   37
11.08.   Waiver of Partition; Appraisal Rights. . . . . . . . .   37
11.09.   Counterparts and Effectiveness . . . . . . . . . . . .   37
11.10.   Waiver of Trial by Jury. . . . . . . . . . . . . . . .   38
11.11.   Notices. . . . . . . . . . . . . . . . . . . . . . . .   38




SCHEDULE I    Partners and Units


EXHIBIT A.    Form of Unit Certificate


EXHIBIT B.    Form of Transfer Application


EXHIBIT C.    Schedule 18 to the Plan


EXHIBIT D.    Approved Agreements








































                                  iii


<PAGE>


                      FOURTH AMENDED AND RESTATED
                   AGREEMENT OF LIMITED PARTNERSHIP
                   --------------------------------

     FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of
BROOKFIELD FINANCIAL PROPERTIES, L.P. (formerly known as World Financial
Properties, L.P., the "Partnership"), dated as of December 31, 2002, by and
among BROOKFIELD FINANCIAL PROPERTIES, INC., a Delaware corporation, as a
general partner, JMB 245 PARK AVENUE HOLDING COMPANY, LLC (together with
its successors and assigns, "JMB Partner"), as a general partner, and
BROOKFIELD PROPERTIES HOLDINGS INC. (together with its successors and
assigns, "BPHI"), BATTERY PARK PARTNERS (together with its successors and
assigns, "BPP"), OLYMPIA & YORK TOWER B COMPANY (together with its
successors and assigns, "OYTBC"; OYTBC, together with BPHI and BPP, "BPHI
Partner"), WFP II LLC (together with its successors and assigns, "WFP II"),
and the other Persons (as hereinafter defined) identified on SCHEDULE I, as
limited partners.


                           R E C I T A L S :
                           ----------------

     A.    The Partnership was formed as a Delaware limited partnership
pursuant to the Original Partnership Agreement (as hereinafter defined)
between the Original Partners (as hereinafter defined).

     B.    In furtherance of the consummation of the transactions
contemplated in the Plan (as hereinafter defined), the Original Partners
admitted certain new partners to the Partnership and amended and restated
the provisions of the Original Partnership Agreement as of November 21,
1996 (the "First Restated Partnership Agreement").

     C.    Certain of the partners under the First Restated Partnership
Agreement transferred their Interests and the then current partners amended
and restated the provisions of the First Restated Partnership Agreement as
of June 26, 1998 (the "Second Restated Partnership Agreement") to reflect
such transfers.

     D.    Certain of the partners under the Second Restated Partnership
Agreement transferred their Interests and the then current partners amended
and restated the provisions of the Second Restated Partnership Agreement as
of May 30, 2001 (the "Third Restated Partnership Agreement") to reflect
such transfers.

     E.    Certain of the partners under the Third Restated Partnership
Agreement have transferred their Interests and on the date hereof (i) the
2002 JMB Redemption shall occur and (ii) the partners desire to amend and
restate the provisions of the Third Restated Partnership Agreement and
certain related documents shall be modified in connection therewith.




                          A G R E E M E N T :

           The parties hereto agree that the Third Restated Partnership
Agreement is hereby amended and restated in its entirety as follows:

                        ARTICLE 1 - DEFINITIONS

     As used herein, the following terms have the meanings assigned to
them in this Article:

           ACT:  The Delaware Revised Uniform Limited Partnership Act, as
amended from time to time.





                                   1


<PAGE>


           ADDITIONAL EQUITY INTERESTS:  Equity securities of the
Partnership issued after the date hereof pursuant to the provisions of
Section 4.02; PROVIDED, HOWEVER, that the Class A Units shall not
constitute Additional Equity Interests for any purpose of this agreement.

           ADDITIONAL GENERAL PARTNER:  JMB Partner, any Person admitted
to the Partnership as an Additional General Partner thereof (upon
conversion of all or part of its Interest as a Limited Partner or
otherwise) pursuant to the provisions of subsection 4.02(b) and any other
Person that hereafter becomes an Additional General Partner of the
Partnership in accordance with the provisions of Article 9 (other than
Section 9.06), in each case until such Additional General Partner shall
cease to be a general partner of the Partnership pursuant to the provisions
of this agreement or applicable law.

           AFFILIATE:  With reference to any Person, any other Person that
"Controls," is "Controlled by" or is under "common Control with" such
Person.

           APPLICABLE MERGER FACTOR:  With respect to an agreement of
merger or consolidation entered into by the Partnership in (a) 2003,
$14,000,000, (b) 2004, $12,500,000, (c) 2005, $11,000,000, (d) 2006,
$9,500,000 and (e) 2007, $8,000,000.

           APPLICABLE MERGER PAYMENT:  At any time, the product of the
Applicable Merger Factor in effect at such time TIMES the difference
between (a) 100% and (b) the sum of all Merger Payment Percentages
calculated with respect to Applicable Merger Payments that have actually
been made prior to such time.

           APPRAISED VALUE:  The Fair Market Value of the Partnership as
of the Remaining JMB Units Purchase Date TIMES a fraction, the numerator of
which is the number of Remaining JMB Units as of the Remaining JMB Units
Purchase Date and the denominator of which the total number of Class A
Units outstanding as of the Remaining JMB Units Purchase Date; PROVIDED
that the Appraised Value shall be no less than 80% of the product of (a)
the 2002 JMB Redemption Per Unit Price TIMES (b) the number of Remaining
JMB Units and no greater than 120% of the product of (i) the 2002 JMB
Redemption Per Unit Price TIMES (b) the number of Remaining JMB Units.

           APPROVED AGREEMENTS:  Those agreements and transactions
described on EXHIBIT D hereto.

           ARM'S-LENGTH BASIS:  As to any transaction, agreement or other
arrangement, being on terms that would be reached by unrelated parties not
under any compulsion to contract.

           AVAILABLE FUNDS:  As defined in Section 6.03.

           BANK OF NOVA SCOTIA SETTLEMENT:  The compromise and settlement
of certain claims of The Bank of Nova Scotia to be effected in accordance
with section 4.9 of the Plan.

           BANKRUPTCY:  The "Bankruptcy" of a Person shall be deemed to
have occurred upon the happening of any of the following:

           (a)   The valid appointment of a receiver or trustee to
     administer all or a substantial portion of such Person's assets or
     such Person's Interest (if any) in the Partnership;

           (b)   The filing by such Person of a voluntary petition for
     relief under the Bankruptcy Code or of a pleading in any court of
     record admitting in writing its inability to pay its debts as they
     become due;

           (c)   The making by such Person of a general assignment for
     the benefit of creditors;



                                   2


<PAGE>


           (d)   The filing by such Person of an answer admitting the
     material allegations of, or its consenting to or defaulting in
     answering, a petition for relief filed against it in any proceeding
     under the Bankruptcy Code; or

           (e)   The entry of an order, judgment or decree of any court
     of competent jurisdiction granting relief against such Person in a
     proceeding under the Bankruptcy Code, and such order, judgment or
     decree continuing unstayed and in effect for a period of thirty (30)
     days after such entry.

           BANKRUPTCY CODE:  The Bankruptcy Reform Act of 1978, as amended
and as codified at title 11, United States Code, as amended from time to
time.

           BANKRUPTCY COURT:  The United States District Court for the
Southern District of New York having jurisdiction over the Reorganization
Cases (as defined in the Plan).

           BPC:  Brookfield Properties Corporation, a Canadian
corporation, or its successor.

           BPC COMMON: The publicly-traded common stock of BPC.

           BPHI:  As defined in the first paragraph hereof.

           BPHI PARTNER:  As defined in the first paragraph hereof.

           BUSINESS DAY:  Any day other than a Saturday, a Sunday or any
other day on which banking institutions in New York, New York, are required
or authorized to close by law or executive order.

           CAPITAL CONTRIBUTION:  As defined in Section 4.01.

           CERTIFICATE:  The Partnership's Amended and Restated
Certificate of Limited Partnership filed in the office of the Secretary of
State of the State of Delaware, as amended from time to time.

           CHANGE IN CONTROL:  As to any Partner, a change, shift or
transfer of Control with respect to such Partner, including, without
limitation, any change in the Control of any Person Controlling such
Partner; PROVIDED, HOWEVER, that no Change in Control shall be deemed to
have occurred upon any such change, shift or transfer of Control of the
Ultimate Control Person in respect of such Partner.

           CLASS A UNIT:  A fractional interest in all the capital of the
Partnership equal, on the date hereof, to .0010053 of one percent of all
such capital as of the date hereof (exclusive of capital, if any,
attributable to the capital stock of each of SF Holdings and Florida Equity
Corp.).

           CLASS B UNITS:  Collectively, the Class B-1 Units and the Class
B-2 Units.

           CLASS B-1 UNIT:  A fractional interest in all the interest and
rights, if any, of the Partnership attributable to the capital stock of SF
Holdings equal to one thousandth of one percent of all such interest and
rights.

           CLASS B-2 UNIT:  A fractional interest in all the interest and
rights of the Partnership attributable to the capital stock of Florida
Equity Corp. equal to one thousandth of one percent of all such interest
and rights.







                                   3


<PAGE>


           CLOSING PRICE:  On any trading day, the last reported sales
price of BPC Common on such trading day or, if no sales of BPC Common occur
on such trading day, the average of the reported closing bid and asked
prices for BPC Common on such trading day, in each case on (a) the New York
Stock Exchange and (b) only if BPC Common is not being traded on the New
York Stock Exchange on any trading day for which the Closing Price is being
determined pursuant to clause (a) of the definition of "Valuation Factor,"
the principal securities exchange or automated quotation system on which
BPC Common is trading on such trading day.

           CODE:  The Internal Revenue Code of 1986, as amended from time
to time, or any successor statute or statutes to the Internal Revenue Code
of 1986.

           CONTROL, CONTROLLING, CONTROLLED:  As to any Person, the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through
ownership of voting securities or partnership interests, by contract or
otherwise.

           CONVERSION RIGHT:  The right to convert the indebtedness
evidenced by the Convertible Notes into Class A Units (or a fraction of a
Class A Unit).

           COOPERS & LYBRAND OYDL:  Collectively, Coopers & Lybrand OYDL,
Inc. and Coopers & Lybrand OYDL Limited, as the trustee in the bankruptcy
for Olympia & York Developments Limited, an Ontario corporation.

           CORE PROPERTIES:  Those parcels of real property located at (i)
53 State Street, Boston, Massachusetts, (ii) One Liberty Plaza, New York,
New York, (iii) 245 Park Avenue, New York, New York, (iv) One World
Financial Center, New York, New York, (v) Two World Financial Center, New
York, New York, and (vi) Four World Financial Center, New York, New York,
in each case together with the office building and other improvements
existing thereon.

           DESIGNATION NOTICE:  As defined in Section 7.15.

           DISPUTED MCJV RECOVERY:  The recovery that may be realized by
the Partnership or Persons wholly-owned by it from the sale of the MCJV
Lands or the stock of Florida Equity Corp.

           DISPUTED REALTY CORP. ASSETS:  The Disputed MCJV Recovery and
the Disputed SF Cash.

           DISPUTED SF CASH:  The cash of SF Holdings, subject to a claim
of ownership that has been made by Coopers & Lybrand OYDL in a case before
the Ontario Court of Justice captioned COOPERS & LYBRAND OYDL LIMITED v.
OLYMPIA & YORK REALTY CORP. AND OLYMPIA & YORK SF HOLDINGS CORPORATION,
Ontario Court Action No. 93CQ-38609.

           EQUITY INTEREST:  With respect to each Partner or assignee of a
Partner at any time, that portion of all the Class A Units then outstanding
that is then owned by such Partner or assignee, being equal to the quotient
of the number of Class A Units owned by such Partner or assignee at such
time divided by the total number of all Class A Units then outstanding.

           EXCLUDED CLASS B PARTNERS:  The Persons that are identified as
"Excluded Class B Partners" on Schedule I to this agreement.

           EXCLUDED HOLDERS:  The following Persons: (i) the Managing
General Partner, (ii) each Additional General Partner having any authority
to act for or on behalf of or to bind the Partnership on any matter, (iii)
each Affiliate or Related Person of the Managing General Partner or any
such Additional General Partner, (iv) BPHI Partner and WFP II and (v) each
Affiliate of any Person specified in clauses (i) through (iv) above.




                                   4


<PAGE>


           EXERCISE NOTICE:  As defined in subsection 9.08(c).

           FAIR MARKET VALUE:  As to any property, the price at which a
willing seller would sell and a willing buyer would buy such property
having full knowledge of the facts, and assuming each party acts on an
Arm's-length Basis with the expectation of concluding the purchase or sale
within a reasonable time.

           FIRST EFFECTIVE DATE:  As defined in Section 9.16(c).

           FLORIDA EQUITY CORP.:  Olympia & York Florida Equity Corp., a
Florida corporation that holds a 50% interest in MCJV and is wholly-owned
by the Partnership.

           GAAP:  As defined in Section 7.09.

           GENERAL PARTNERS:  The Managing General Partner and all
Additional General Partners as a group.

           GROUP:  As defined in Sections 13(d)(3) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended and in effect on the date
hereof.

           IMPLEMENTING TRANSACTIONS:  Those agreements, actions and
transactions described in Exhibit C hereto.

           INDEPENDENT ACCOUNTANTS:  As defined in Section 7.09.

           INDEPENDENT PERSON:  A natural Person who is not (i) a
director, officer or employee of or subject to control by any of BPHI
Partner or WFP II, or any Affiliate of any thereof; provided, the
membership of any natural Person on the board of directors of BPC shall not
disqualify such Person from being considered an Independent Person if such
person (x)(I) meets the definition of "independent" with respect to
directors under the New York Stock Exchange Listed Company Manual as then
in effect or (II) is the JMB-Approved Director on the date hereof, and (y)
receives no compensation from Brookfield Properties Corporation or its
Affiliates other than in the form of customary directors' fees or other
director's compensation or reimbursements, (ii) an officer or employee of
the Managing General Partner, the Partnership or any Person Controlled by
the Managing General Partner or the Partnership, or (iii)  the legal or
beneficial owner of any equity interest in or debt securities convertible
into or exchangeable for any equity interest in or debt securities
convertible into or exchangable for any equity interest in the Managing
General Partner or any Person Controlled by the Managing General Partner.

           INDEPENDENT VALUATION EXPERT:  A nationally recognized
investment banking, appraisal or accounting firm that, unless otherwise
agreed by BPHI and JMB Partner, does not (and whose directors, managers,
officers, employees and Affiliates do not) have a direct or indirect
financial interest (if such firm is a public company, ownership of less
than 1% by BPHI or any Affiliate thereof or JMB or any Affiliate thereof of
one or more classes of outstanding debt or equity interests of such public
company shall not be deemed to be a financial interest) in BPHI or any
Affiliate thereof or JMB or any Affiliate thereof and that does not have a
material ongoing business relationship with BPHI or any Affiliate thereof
or JMB or any Affiliate thereof, except as an Independent Valuation Expert
for purposes of Section 9.16 (it being understood that BPHI may designate
as an Independent Valuation Expert a firm that directly or through any of
its Affiliates owns less than 1% of one or more classes of outstanding debt
or equity interests in BPHI or any Affiliate thereof or JMB or any
Affiliate thereof).

           INITIAL UNIT VALUE:  The deemed Fair Market Value of a Class A
Unit on November 21, 1996, being the product of .001% and the Partnership
Reorganization Value.




                                   5


<PAGE>


           INTEREST:  As to each Partner, such Partner's rights to
participate in the income, gains, losses, deductions and credits of the
Partnership, together with all other rights and obligations of such Partner
under this agreement.

           JMB:  JMB/245 Park Avenue Associates, Ltd.

           JMB-APPROVED DIRECTOR:  As defined in Section 7.15.

           JMB CONTROL PERSON:  JMB Realty Corporation, a Delaware
corporation, and its successors and assigns.

           JMB CONTROLLED AFFILIATE:  A Person (i) (a) Controlled by the
JMB Control Person and (b) in which the JMB Control Person owns directly or
indirectly more than 50% of all capital and profits interests or (ii) that
is wholly owned by any one or more of the following: (a) a Person that on
the date hereof is a shareholder or director of the JMB Control Person or a
spouse, child or grandchild of such a Person or (b) any partnership or
trust, the partners or beneficiaries of which are solely Persons described
in clause (i) or (ii) above.

           JMB DISQUALIFICATION EVENT:  The occurrence of any event
specified in subclause (x) or (y) of clause (B) of the last sentence of
subsection 4.02(d).

           JMB PARTNER:  As defined in the first paragraph hereof.

           LIMITED PARTNERS:  The Persons identified as Limited Partners
on SCHEDULE I and any other Person that hereafter becomes a limited partner
of the Partnership in accordance with the provisions of Article 9 or
Section 4.02 of this agreement.

           MAJORITY INTEREST:  At any time, an interest, direct or
indirect, in any Person or group of Persons (including, without limitation,
the Partnership but excluding all Ultimate Control Persons and all Persons
that Control any Ultimate Control Person) which, at such time, represents
beneficial ownership of more than 50% of the outstanding Equity Interests
in the Partnership.

           MANAGING GENERAL PARTNER:  Brookfield Financial Properties,
Inc., a Delaware corporation, unless and until such corporation shall cease
to be a general partner of the Partnership pursuant to subsection 10.01(c)
hereof, and thereafter any successor Managing General Partner of the
Partnership admitted pursuant to Section 9.04 hereof.

           MCJV:  Miami Center Joint Venture, a Florida joint venture.

           MCJV LANDS:  Those certain four parcels of real estate located
east of Southeast 2nd Avenue, west of Biscayne Bay, north of the Miami
River, and south of Southeast 2nd Street in Miami, Florida.

           MERGER GROSS-UP:  As defined in Section 7.14.

           MERGER PAYMENT PERCENTAGE:  As defined in Section 7.14.

           OFFER NOTICE:  As defined in subsection 9.8(c).

           ORIGINAL PARTNERS:  BPHI and Brookfield Financial Properties,
Inc.

           ORIGINAL PARTNERSHIP AGREEMENT:  The letter agreement dated as
of October 8, 1996 between the Original Partners pursuant to which the
Partnership was formed as a limited partnership under the Act.

           PARTNERS:  The Managing General Partner, any Additional General
Partners and the Limited Partners as a group.




                                   6


<PAGE>


           PARTNERSHIP REORGANIZATION VALUE:  The amount identified as
such on SCHEDULE I to this agreement.

           PERSON:  A natural person or a corporation, partnership,
limited liability company, joint venture, trust, unincorporated association
or other entity.

           PLAN:  The Third Amended Joint Plan of Reorganization of
Olympia & York Realty Corp., ET AL., Chapter 11 case number 92B42698 (JLG)
(jointly administered), dated September 12, 1996, as confirmed by the
Bankruptcy Court on September 20, 1996, as such Plan may be amended from
time to time.

           POST EFFECTIVE DATE IMPLEMENTING TRANSACTIONS:  Those
Implementing Transactions that occurred after November 21, 1996.

           PUBLIC MARKET EFFECTIVE DATE:  The first day after the date
hereof that (i) there shall have occurred a Qualified Public Offering and
(ii) the Class A Units shall be registered under Section 12 of the
Securities Exchange Act of 1934, as amended, and the Partnership shall be
subject to the reporting requirements of the Securities Exchange Act of
1934, as amended.

           PUBLIC STOCK VALUATION AMOUNT:  The product of (i) the
Valuation Factor TIMES (ii) the 2002 JMB Redemption Per Unit Price TIMES
(iii) the number of Remaining JMB Units.

           QUALIFIED PUBLIC OFFERING:  A sale of Class A Units to the
public in an underwritten offering of such Class A Units pursuant to a
registration statement (other than a registration statement on Form S-4 or
Form S-8 or any successor or other forms for purposes similar to the
purposes of such forms) of the Partnership filed and declared effective
under the Securities Act of 1933, as amended, that (i) is duly authorized
by all requisite corporate and shareholder action of the Managing General
Partner and (ii) results in an active trading market in Class A Units.

           QUALIFYING INTEREST:  At any time, an interest, direct or
indirect, in any Person or group of Persons (including, without limitation,
the Partnership but excluding all Ultimate Control Persons and all Persons
that Control any Ultimate Control Person) which, at such time, represents
beneficial ownership of no less than 35,000 Class A Units, but not more
than the number of Class A Units that represent 50% of the outstanding
Equity Interests in the Partnership.

           RECORD HOLDER:  The Person in whose name any Class A Unit is
registered on the register maintained by the Partnership pursuant to the
provisions of Section 9.15.

           RELATED PERSON:  As to any General Partner, at any time, any
Person that is then (i) an Affiliate of such General Partner (other than a
Person Controlled by the Partnership), (ii) the Record Holder or beneficial
owner of Class A Units representing 20% or more of all the Class A Units
then outstanding, (iii) the Record Holder or beneficial owner of Additional
Equity Interests of any class or series representing 20% or more of all
Additional Equity Interests in such class or series then outstanding, (iv)
the record or beneficial owner of 10% or more of the then outstanding
equity securities (of any class or series) of such General Partner, (v)
BPHI Partner or WFP II or (vi) any Affiliate of a Person described in
clause (ii), (iii), (iv) or (v) above (other than a Person Controlled by
the Partnership).

           REMAINING JMB UNITS:  The Class A Units comprising the portion
of the Retained Interest that shall not have been previously Transferred in
compliance with Section 9.08 as of the 245 Park Avenue Sale Date.

           REMAINING JMB UNITS PURCHASE:  As defined in subsection
9.16(a).



                                   7


<PAGE>


           REMAINING JMB UNITS PURCHASE COMPLETION DEADLINE:  The sixtieth
(60th) day following the Remaining JMB Units Purchase Trigger Date.

           REMAINING JMB UNITS PURCHASE DATE:  As defined in subsection
9.16(c).

           REMAINING JMB UNITS PURCHASE NOTICE:  As defined in subsection
9.16(c).

           REMAINING JMB UNITS PURCHASE NOTICE DEADLINE:  The fifteen
(15th) day following the Remaining JMB Units Purchase Trigger Date.

           REMAINING JMB UNITS PURCHASE PRICE:  If (a) BPC Common is, as
of the effective date of the first Remaining JMB Units Purchase Notice
delivered pursuant to subsection 9.16(c), listed and trading on a
securities exchange or quoted on an automatic quotation system, the Public
Stock Valuation Amount and (b) otherwise, the Appraised Value.

           REMAINING JMB UNITS PURCHASE TRIGGER DATE:  Shall occur (a)
upon the effective date, under Section 11.11, of the 245 Park Avenue Sale
Notice or (b) if, upon the consummation of any merger or consolidation
contemplated by Section 7.14, less than 50% of the Retained Interest is Tax
Favorable Equity after giving effect to the consummation of such merger or
consolidation.

           REPLACEMENT DATE:  With respect to any Person constituting a
JMB-Approved Director, any date that (i) the Managing General Partner first
becomes aware that such Person has ceased to be an Independent Person,
(ii) such person dies or is incapacitated or declared incompetent,
(iii) the resignation of such Person as a director of the Managing General
Partner becomes effective, (iv) such Person is removed as a director of the
Managing General Partner or (v) such Person's term as a director of the
Managing General Partner expires for any reason other than those described
in clauses (i) through (v) above.

           REQUIRED PARTNERS:  As defined in subsection 9.06(b).

           REQUIRED UNRESTRICTED UNITHOLDERS:  At any time, Persons
constituting (i) the Record Holders of Unrestricted Units then representing
more than 50% of all Unrestricted Units then outstanding and (ii) (A) if,
at such time, any Person or Group (together with its Affiliates) shall then
hold (beneficially or of record) Unrestricted Units representing more than
40% of all Unrestricted Units then outstanding, (1) such Person or Group
(together with its Affiliates) and (2) the Record Holders of Unrestricted
Units constituting not less than 66 2/3% of all then outstanding
Unrestricted Units not then held of record or beneficially, directly or
indirectly, by (x) such Person or Group (or any of its Affiliates) or (y)
any Excluded Holder and (B) at all other times, Record Holders of
Unrestricted Units constituting not less than 66 2/3% of all then
outstanding Unrestricted Units not then held of record or beneficially,
directly or indirectly, by any Excluded Holder.

           RETAINED INTEREST:  The Class A Units held by JMB Partner as of
the date hereof, after giving effect to the 2002 JMB Redemption  (i.e.,
567.375 Class A Units).

           SF HOLDINGS:  Olympia & York SF Holdings Corporation, a New
Brunswick corporation that is wholly-owned by the Partnership and a Debtor
in the Reorganization Cases (as defined in the Plan).

           SUBJECT UNITS:  As defined in subsection 9.08(c).

           TAX ADVANCE:  As defined in the Plan (as in effect on the date
hereof).

           TAX FAVORABLE EQUITY:  As defined in Section 7.14.




                                   8


<PAGE>


           TRANSFER:  Any direct or indirect transfer, sale, conveyance,
pledge, hypothecation or other disposition of the direct or indirect
beneficial ownership of all or any part of an Interest, including, without
limitation, any of the foregoing that occurs by virtue of transfer of
securities of any Person (other than an Ultimate Control Person) or the
occurrence of any Change in Control.

           TRANSFER AGENT:  The Managing General Partner, in its capacity
as transfer agent pursuant to the provisions of Section 9.15, and each
successor Person appointed by the Managing General Partner to act as such
transfer agent.

           TRANSFER APPLICATION:  An application to register a Transfer of
one or more Class A Units, substantially in the form annexed hereto as
EXHIBIT B.

           TREASURY REGULATIONS:  Regulations promulgated under the Code
and from time to time in effect.

           245 PARK AVENUE:  That certain parcel of real property located
at 245 Park Avenue, New York, New York, together with the office building
and other improvements existing thereon.

           245 PARK AVENUE SALE DATE:  The first date on which Partnership
shall have Transferred, pursuant to one or more Transfers occurring on or
before such date, that amount of the outstanding equity interests in, or
assets of, 245 Park Avenue (or the Person(s) then owning 245 Park Avenue),
such that, after giving effect to such Transfer(s), Person(s) other than
the Partnership, BPHI or an Affiliate of either the Partnership or the
Managing General Partner own no less than 95% of such outstanding equity
interests or assets; PROVIDED, HOWEVER, that in no event shall a 245 Park
Avenue Sale Date be deemed to have occurred unless JMB Partner recognizes
gain for federal income tax purposes (without taking into account any gain
recognized as a result of the operation of Section 465 or 752 of the Code)
in respect of such Transfer of 245 Park Avenue.  For the avoidance of
doubt, the Partnership shall be under no obligation to structure a sale of
245 Park Avenue so as to avoid the occurrence of a 245 Park Avenue Sale
Date.

           245 PARK AVENUE SALE NOTICE:  As defined in subsection 9.16(b).

           2002 JMB REDEMPTION:  The redemption of 5,106.376 Class A Units
from JMB Partner by the Partnership occurring on December 31, 2002 pursuant
to a redemption agreement dated as of such date between the Partnership and
JMB Partner.

           2002 JMB REDEMPTION PER UNIT PRICE:  $10,988.

           ULTIMATE CONTROL PERSON:  In respect of (i) BPHI Partner and
WFP II, Brookfield Properties Corporation, (ii) JMB Partner, the JMB
Control Person, and (iii) any other Partner, any Person that directly or
indirectly Controls such Limited Partner if such Person (a) has issued and
outstanding at least one class of equity securities that is listed on a
national securities exchange in the United States and (b) has net assets in
excess of $100,000,000 as of the end of its most recently concluded fiscal
year.

           UNIT CERTIFICATE:  A certificate, substantially in the form of
EXHIBIT A annexed hereto, evidencing ownership of one or more Class A
Units.

           UNIT PRICE:  As defined in subsection 9.08(c).








                                   9


<PAGE>


           UNIT VALUE:  As of any date, the Fair Market Value of a Class A
Unit, as determined in good faith by the Managing General Partner (taking
account of all relevant considerations, including, without limitation, the
Fair Market Value of the assets of the Partnership, the liabilities of the
Partnership and the terms of any Additional Equity Interests (including,
without limitation, any Additional Equity Interests that are exchangeable
for or convertible into different Additional Equity Interests)); PROVIDED,
HOWEVER, that, in each case where Class A Units are to be issued to a
General Partner or a Related Person of a General Partner or BPHI Partner or
WFP II, such determination shall not be effective unless (i) confirmed in
writing by an independent investment banking institution of national
reputation selected by the Managing General Partner or (ii) in the same
transaction and at the same time (and on the same terms and for the same
consideration per Class A Unit) a greater number of Class A Units are to be
issued to Persons that are not (A) a General Partner, (B) a Related Person
of a General Partner, (C) BPHI Partner or (D) WFP II.

           UNRESTRICTED UNITS:  Class A Units (i) contemplated in the Plan
to be issued upon consummation of the Plan to JMB Partner, (ii)
contemplated in the Plan to be issued upon consummation of the Plan to a
Limited Partner that is not BPHI Partner or an Affiliate thereof, (iii)
issued upon exercise of the Conversion Right (other than in respect of any
Convertible Note distributed to any Person that is BPHI Partner or WFP II,
or any assignee thereof, pursuant to Section 20.5 of the Plan) or
(iv) issued upon conversion of Class B Units held on the date hereof by any
Person other than Excluded Class B Partners, all of which Class A Units
shall retain their character as Unrestricted Units notwithstanding any
Transfer thereof; PROVIDED, HOWEVER that Unrestricted Units shall not
include any Class A Units included at any time in the Aggregate Disallowed
Amount (as defined in the Plan) relating to the Subclass 7.11.1 Disputed
Claims Debt/Equity Escrow (as defined in the Plan).

           VALUATION FACTOR:  The quotient obtained by dividing (a) the
average Closing Price for the twenty consecutive trading days immediately
prior to the effective date that the first Remaining JMB Unit Purchase
Notice is delivered pursuant to subsection 9.16(c) by (b) the Closing Price
on January 7, 2003; PROVIDED that the Closing Price for any date after
January 7, 2003 shall be adjusted by the board of directors of BPC in good
faith and in the exercise of its reasonable discretion for any of the
following events occurring after January 7, 2003: (i) a split or
subdivision of BPC Common into a greater number of shares; (ii) any
combination of BPC Common into a lesser number of shares; or (iii) any
distribution to holders of BPC Common of additional shares of BPC Common or
any evidence of indebtedness or assets (excluding regularly scheduled cash
dividends); PROVIDED FURTHER that the Valuation Factor shall be no greater
than 1.2 and no less than 0.8.

           WFP 245 PARK CO. L.P.:  The Delaware limited partnership that
owns 245 Park Avenue.

           WHOLLY OWNED AFFILIATE:  With respect to any Person, any
Affiliate of such Person, the ultimate beneficial ownership of which
Affiliate is held by the same Persons and in the same proportions as the
ultimate beneficial ownership of such Person is held.

           WITHHOLDING ADVANCE:  As defined in Section 7.12.


                       ARTICLE 2 - CONTINUATION

     2.01. CONTINUATION.  The Partnership was heretofore formed by the
Original Partners pursuant to the provisions of the Act and the Managing
General Partner has heretofore filed a certificate of limited partnership
in accordance with the provisions of the Act in respect of the Partnership.

The Partners hereby continue the Partnership as a limited partnership in
accordance with the provisions of the Act.




                                  10


<PAGE>


     2.02. FILING; PUBLICATION.  The Managing General Partner shall take
all action required by law to continue and maintain the Partnership as a
limited partnership under the Act and under the laws of all jurisdictions
in which the Partnership may elect to conduct business, including, without
limitation, the filing of amendments to the Certificate with the Delaware
Secretary of State and qualification of the Partnership as a foreign
limited partnership in the jurisdictions in which such qualification shall
be required, as determined by the Managing General Partner.  The Managing
General Partner shall also promptly register the Partnership under
applicable assumed or fictitious name statutes or similar laws.

     2.03. NAME.  The name of the Partnership shall continue to be
Brookfield Financial Properties, L.P. The Managing General Partner may
adopt such assumed or fictitious names as it deems appropriate in
connection with the qualifications and registrations referred to in Section
2.02.

     2.04. PLACE OF BUSINESS; REGISTERED AGENT.  The location of the
principal office of the Partnership shall initially be c/o Brookfield
Financial Properties, Inc., One Liberty Plaza, New York, New York 10006,
and thereafter at such other location as the Managing General Partner may
designate upon written notice to the other Partners.  The Partnership's
registered agent in the State of Delaware shall be The Corporation Trust
Company, having an address at 1209 Orange Street, Wilmington, Delaware.

     2.05. PARTNERS.  The name and address of each Partner shall be as set
forth in the books and records of the Partnership.

     2.06. IMPLEMENTING TRANSACTIONS.  The Managing General Partner is
authorized to and shall cause the Partnership and Persons Controlled by it
to take all actions necessary or desirable in the judgment of the Managing
General Partner to consummate or give effect to the Implementing
Transactions.


                     ARTICLE 3 - BUSINESS PURPOSE

     3.01. CHARACTER OF BUSINESS.

           (a)   The business of the Partnership shall be to (i) acquire,
own, operate, manage, finance, lease, dispose of and otherwise deal with
interests in real estate and securities related to or secured by interests
in real estate, such interests to be owned directly or indirectly (as, for
example, through the ownership of equity securities in Persons that own or
otherwise deal with interests in real estate) and (ii) transact any and all
other businesses for which limited partnerships may be formed under
Delaware law.

           (b)   In furtherance of its business, the Partnership may
participate in other Persons and serve as general or limited partner, joint
venturer, manager, agent or representative for such other Person.

     3.02. AUTHORIZED ACTIVITIES.  In carrying out the purposes of the
Partnership, but subject to all other provisions of this agreement, the
Partnership is authorized to engage in any kind of lawful activity, and
perform and carry out contracts of any kind, necessary or advisable in
connection with the accomplishment of the purposes and business of the
Partnership described herein and for the protection and benefit of the
Partnership.











                                  11


<PAGE>


                   ARTICLE 4 - CAPITAL CONTRIBUTIONS

     4.01. INITIAL CONTRIBUTIONS.  Each Partner or its predecessor(s) in
interest has heretofore made certain contributions of capital (a "Capital
Contribution") to the Partnership.  Contemporaneously with the execution
hereof, the Partnership is making a distribution of money to the JMB
Partner as consideration for the 2002 JMB Redemption, and such Partner is
surrendering part of the Class A Units covered by the 2002 JMB Redemption
in connection therewith.  Immediately following the making of such
distribution and the surrender of such Class A Units, each Partner owns
that number of Class A Units and Class B Units as is set forth on Schedule
I and has, in respect of the Class A Units owned by it, been issued a Unit
Certificate.

     4.02. ADDITIONAL CONTRIBUTIONS.

           (a)   No Partner shall be obligated to make any Capital
Contribution other than as set forth in Section 4.01. Without limiting any
other right or power of the Managing General Partner hereunder or under
applicable law, the Managing General Partner may at any time without notice
to any other Partner (except as may be required pursuant to subsection
7.10(b)) accept Capital Contributions of cash or property from and issue
new Class A Units or Additional Equity Interests to any Partners or admit
new Partners to the Partnership in connection with the making by such
Partners of Capital Contributions consisting of cash or property
(including, without limitation, any such Capital Contribution made in
connection with the creation of an umbrella partnership real estate
investment trust or similar investment vehicle) and may issue Class A Units
or Additional Equity Interests of the Partnership to such Partners;
PROVIDED, HOWEVER, that no Additional Equity Interests may be issued in
exchange for Class A Units.  Each Person that makes any such Capital
Contribution (other than any Persons entitled to Class A Units pursuant to
Article 5 or upon exercise of the Conversion Right) shall be issued (i)
Class A Units in a number equal to the quotient obtained by dividing the
Fair Market Value of such Capital Contribution (as determined by the
Managing General Partner in good faith) by the Unit Value in effect
immediately preceding the making of such Capital Contribution or (ii) such
Additional Equity Interests of the Partnership as the Managing General
Partner shall, in good faith, deem to be equal in value to the Fair Market
Value of such Capital Contribution (as determined by the Managing General
Partner in good faith, taking account of all relevant considerations,
including, without limitation, the Fair Market Value of the assets of the
Partnership, the liabilities of the Partnership and the terms of any
Additional Equity Interests (including, without limitation, any Additional
Equity Interests that are exchangeable for or convertible into different
Additional Equity Interests)); PROVIDED, HOWEVER, that, in any case where
Class A Units or Additional Equity Interests are to be issued to a General
Partner or a Related Person of a General Partner or to BPHI Partner or WFP
II, such determination shall not be effective unless (A) confirmed in
writing by an independent investment banking institution of national
reputation selected by the Managing General Partner or (B) in the same
transaction and at the same time (and on the same terms and for the same
consideration per Class A Unit or per Additional Equity Interest) a greater
number of Class A Units or Additional Equity Interests are to be issued to
Persons that are not (1) a General Partner, (2) a Related Person of a
General Partner or (3) BPHI Partner or WFP II.

            (b)  The Managing General Partner may, without the approval of
any Partner, admit Additional General Partners to the Partnership in
connection with the making of a Capital Contribution in accordance with the
provisions of subsection 4.02(a) or (with the written approval of the
affected Limited Partner) upon a conversion of all or any part of the
Interest of any Limited Partner into a general partner's Interest in the
Partnership.  All Additional General Partners shall have such rights and
authority to act for or on behalf of or to bind the Partnership as shall be
determined from time




                                  12


<PAGE>


to time by the Managing General Partner and reflected in an amendment to
this agreement; PROVIDED, HOWEVER, that no Additional General Partner shall
have any greater rights to act for or on behalf of or to bind the
Partnership than have herein been granted to the Managing General Partner.
No Additional General Partner shall have any authority to act for or on
behalf of or to bind the Partnership until such Additional General Partner
shall have executed an instrument pursuant to which it agrees to be bound
by the provisions of this agreement (as amended by any amendment executed
by the Managing General Partner pursuant to the provisions of the
immediately preceding sentence).

           (c)   The Managing General Partner may, without the approval of
any Partner (other than the affected Additional General Partner, which
approval may be withheld in its absolute discretion), convert all or any
part of the Interest of any Additional General Partner into a limited
partnership Interest in the Partnership.

           (d)   JMB Partner shall be an Additional General Partner of the
Partnership, and shall have (i) all voting and approval rights that are
available generally to Limited Partners of the Partnership and (ii) no
authority to act for or on behalf of or to bind the Partnership or any
other Partner on any matter except to the extent that JMB Partner may
hereafter be authorized in writing by the Managing General Partner to act
for or on behalf of or to bind the Partnership pursuant to the provisions
of subsection 4.02(b).  Notwithstanding any contrary provision of this
agreement, (A) each and every transferee of any Class A Unit from JMB
Partner (other than a transferee that is a JMB Controlled Affiliate) shall,
effective immediately upon such transferee's acquisition thereof, hold such
Class A Unit as if transferred from a Limited Partner of the Partnership
and not a General Partner and (without the written consent of the Managing
General Partner) no such transferee shall be admitted to the Partnership
except as a Limited Partner and (B) JMB Partner shall cease to be an
Additional General Partner and the entire Interest in the Partnership of
JMB Partner shall automatically become a limited partnership Interest upon
any (x) Transfer by JMB Partner or any JMB Controlled Affiliate of Class A
Units to any Person that results in JMB Partner, JMB and all JMB Controlled
Affiliates owning less than 50% of the Retained Interest, (y) Bankruptcy of
JMB or JMB Partner or (z) receipt by the Managing General Partner of a
notice from JMB Partner in which JMB Partner elects to convert its Interest
to a limited partnership Interest.

     4.03. RIGHTS OF HOLDERS OF CLASS B UNITS; CANCELLATION BY MANAGING
GENERAL PARTNER.

           (a)   The holders of Class B Units shall be given credit (to be
applied only to the issuance of Class A Units as herein provided) for all
the income and capital, if any, of the Partnership with respect to the
capital stock of each of SF Holdings and Florida Equity Corp. during the
period prior to any conversion of such Class B Units into Class A Units as
herein contemplated.  The holders of Class B Units (in their capacities as
such holders only) shall not be entitled to any interest in the income or
capital of the Partnership with respect to any other asset of the
Partnership.  Prior to conversion of any Class B Units into Class A Units
pursuant to Article 5 hereof, the holders of such Class B Units (in their
capacities as such) shall not have any right to vote on any matters subject
to the approval of the Partners or to receive any distribution from the
Partnership (other than (in the event the Partnership shall be liquidated
prior to the conversions contemplated in Article 5 of this agreement) a
distribution of the capital stock of each of SF Holdings and Florida Equity
Corp. or the proceeds thereof (PRO RATA based on the number of Class B
Units held by each Partner) upon liquidation of the Partnership).









                                  13


<PAGE>


           (b)   The Managing General Partner may, by written notice given
to the Partners at any time, cancel all or part of the Class B Units, as
appropriate, if (i) the Managing General Partner shall have determined in
its reasonable discretion (based on facts or circumstances hereafter
becoming known to the Managing General Partner (including, without
limitation, the issuance of any rulings or judgments in any proceedings
related to the Disputed Realty Corp. Assets)) that, notwithstanding
commercially reasonable efforts by the Partnership to enforce or negotiate
its claims with respect to the Disputed Realty Corp. Assets, the net value
to the Partnership of the capital stock of SF Holdings or of Florida Equity
Corp. is insufficient to justify the continued expenditure of effort or
funds by the Partnership to realize on its claims with respect to the
Disputed SF Cash or the Disputed MCJV Recovery or (ii) there shall have
been issued a final nonappealable ruling by a court of competent
jurisdiction denying the validity of the Partnership's claims to the
Disputed SF Cash or the Disputed MCJV Recovery.

           (c)   Nothing in this Section 4.03 shall limit the
Partnership's rights against Limited Partners holding Class B Units under
the provisions of Section 7.12 of this agreement with respect to
Withholding Advances or under Section 20 of the Plan with respect to Tax
Advances.

     4.04. PARTNERS' ACCOUNTS.

           (a)   In connection with the distribution described in Section
4.01, the Partnership is increasing the capital accounts of the Partners to
reflect a revaluation of the property of the Partnership to such property's
Fair Market Value, as determined in good faith by the Managing General
Partner, giving appropriate effect to the amounts being distributed as
consideration for an interest in the Partnership and taking Code section
7701(g) into account, on the books of the Partnership.  The adjustments
being made to the capital accounts reflect the manner in which the
unrealized income, gain, loss, or deduction inherent in such property (that
has not been reflected in the capital accounts previously), would properly
be allocated among the Partners if there were a taxable disposition of such
property for such fair market value on the date of such distribution.  The
capital account of each Partner is equal to the product of such Partner's
Equity Interest multiplied by the aggregate capital accounts of the
Partners, as so increased.  Following such revaluation, the capital
accounts shall be maintained in accordance with Treasury Regulation section
1.704-1(b)(2)(iv)(b).

           (b)   If any Partner has a deficit balance in its capital
account (after giving effect to all Capital Contributions, distributions
and allocations), such Partner shall have no obligation to make any
contribution to the capital of the Partnership by reason of such deficit.

     4.05. TRANSFERS OR CONVERSIONS DURING YEAR.  To avoid an interim
closing of the Partnership's books, the share of profits and losses under
this Article 4 of a Partner that assigns or otherwise makes a direct
Transfer of part or all of its Interest during any calendar year or is the
assignee or transferee of such a Partner or is issued any Class A Units
during such calendar year pursuant to the provisions of Section 5.01 or
5.02 or is issued any new Class A Units or Additional Equity Interest
pursuant to the provisions of subsection 4.02(a) during such calendar year
shall be determined by (i) in the case of any such assignment or other
direct Transfer, prorating (as between the transferor and its transferee)
on a per-day basis the total amount of the profits and losses of the
Partnership attributable to the Interest (or portion thereof) so
transferred for such year and (ii) in the case of any such issuance, by
allocating the total amount of profits and losses of the Partnership (other
than items attributable to the capital stock of SF Holdings and Florida
Equity Corp., which shall be allocated in accordance with the provisions of
subsection 6.01(b)) on a per-day basis in accordance with each Partner's
Equity Interest in the Partnership (or otherwise as may be required to give
effect to the provisions of any Additional Equity Interests) as of the end
of such day.


                                  14


<PAGE>


ARTICLE 5 - CONVERSION RIGHTS

     5.01. CLASS B-1 UNIT CONVERSION.  If and when SF Holdings' ownership
interest in the Disputed SF Cash ceases to be disputed by reason of the
entry of a final nonappealable order of the Bankruptcy Court or another
court of competent jurisdiction either (i) confirming SF Holdings'
ownership interest in the Disputed SF Cash or (ii) approving an executed
and delivered settlement agreement with Coopers & Lybrand OYDL, or any
successor in interest to Coopers & Lybrand OYDL, and SF Holdings shall have
received payment of any funds in satisfaction of its claim to the Disputed
SF Cash, the Managing General Partner shall determine (which determination
shall be confirmed in writing by the Independent Accountants) the Fair
Market Value (using an appropriate discount rate in the event any payments
are deferred for more than 30 days) of all funds so received and to be
received by SF Holdings pursuant to such order or agreement, reduced by the
sum of (A) the total liabilities of SF Holdings and (without duplication)
all costs of the Partnership and Persons Controlled by it to realize such
funds, including, without limitation, all applicable settlement amounts or
obligations, litigation costs and other out-of-pocket expenses of, or
funded by, the Partnership and Persons Controlled by it in respect of the
Disputed SF Cash or SF Holdings, PLUS (B) the amount, if any, previously
deducted from the Net MCJV Proceeds pursuant to subsection 5.03(b) (the
Fair Market Value of such funds, the "Net SF Cash").  Within thirty (30)
Business Days after the date (the "SF Deadline") that is last to occur of
the date such court order becomes final and nonappealable and receipt of
such funds, the Managing General Partner shall send (x) a notice to each
other Partner setting forth such determination and confirming the
conversion that is contemplated in this Section 5.01 and (y) to each
Partner that owned any Class B-1 Units a Unit Certificate evidencing
ownership of the Class A Units issued to such Partner upon such conversion.

Effective on and as of the SF Deadline, the then outstanding Class B-1
Units shall, in the aggregate, automatically be converted into that number
of Class A Units (or that fraction of a Class A Unit) determined by
dividing (1) the Net SF Cash (subject to reduction pursuant to the
provisions of subsection 5.03(a)), BY (2) the Initial Unit Value, and each
Partner that, immediately preceding such conversion, held any Class B-1
Units shall be allocated in respect thereof that number of such Class A
Units determined by multiplying the number of such Class A Units by a
fraction, the numerator of which is the number of Class B-1 Units held by
such Partner immediately prior to such conversion and the denominator of
which is the total number of Class B-1 Units outstanding immediately prior
to such conversion.

     5.02. CLASS B-2 UNIT CONVERSION.  If and when the Disputed MCJV
Recovery ceases to be disputed and there is received by the Partnership or
any Person that is wholly-owned by the Partnership the Partnership's or
such Person's share of the net cash proceeds of the MCJV Lands or the
capital stock of Florida Equity Corp., the Managing General Partner shall
determine (which determination shall be confirmed in writing by the
Independent Accountants) the amount of such proceeds, reduced by the sum of
(A) the total liabilities of Florida Equity Corp. and (without duplication)
all costs of the Partnership and Persons Controlled by it to realize such
proceeds, including, without limitation, (i) the amount required to be paid
by the Partnership or Persons Controlled by it in accordance with the Bank
of Nova Scotia Settlement and (ii) any amounts funded by the Partnership or
Persons Controlled by it in respect of taxes, carrying costs and other out-
of-pocket expenses relating to the MCJV Lands (including, without
limitation, litigation and selling expenses) or Florida Equity Corp. or the
liabilities thereof, together with interest thereon at the rate of 10% per
annum, compounded annually, PLUS (B) the amount, if any, previously
deducted from the Net SF Cash pursuant to subsection 5.03(a) (such net
amount, the "Net MCJV Proceeds").  Within thirty (30) Business Days after
the day (the "MCJV Deadline") that is last to occur of the entry of a final
and nonappealable order of the Bankruptcy Court approving the transaction
that generates such proceeds, and receipt of such proceeds, the Managing
General Partner shall send (x) a notice to each other Partner setting forth




                                  15


<PAGE>


such determination and confirming the conversion that is contemplated in
this Section 5.02 and (y) to each Partner that owned any Class B-2 Units a
Unit Certificate evidencing ownership of the Class A Units issued to such
Partner upon such conversion.  Effective on and as of the MCJV Deadline,
the then outstanding Class B-2 Units, in the aggregate, shall automatically
be converted into that number of Class A Units (or that fraction of a Class
A Unit) determined by dividing (x) the Net MCJV Proceeds (subject to
reduction pursuant to the provisions of subsection 5.03(b)), BY (y) the
Initial Unit Value, and each Partner that, immediately preceding such
conversion, held any Class B-2 Units shall be allocated in respect thereof
that number of such Class A Units determined by multiplying the number of
such Class A Units by a fraction, the numerator of which is the number of
such Class B-2 Units held by such Partner immediately prior to such
conversion and the denominator of which is the total number of Class B-2
Units outstanding immediately prior to such conversion.

     5.03. ADDITIONAL CONVERSION ADJUSTMENTS.

           (a)   Notwithstanding the foregoing provisions of Section 5.01,
if, on the SF Deadline, a conversion of Class B-2 Units into Class A Units
has not already occurred, the Managing General Partner shall deduct from
the amount of Net SF Cash used in the formula described in Section 5.01
above the sum of (i) all amounts funded by the Partnership or any Persons
Controlled by it in respect of taxes, carrying costs and other out-of-
pocket expenses relating to the MCJV Lands or Florida Equity Corp. or the
liabilities thereof (including, without limitation, litigation and selling
expenses), whether or not funded in the form of loans, and (ii) the amount
to be deposited in a reserve to fund future litigation costs and other
expenses of the type referred to in the preceding clause (i) based on the
Managing General Partner's reasonable estimate of such costs and expenses.
Any amounts to be reserved pursuant to clause (ii) of the preceding
sentence shall be subject to the approval of the Bankruptcy Court.

           (b)   Notwithstanding the foregoing provisions of Section 5.02,
if, on the MCJV Deadline, a conversion of Class B-1 Units into Class A
Units has not already occurred, the Partnership shall deduct from the
amount of Net MCJV Proceeds used in the formula described in Section 5.02
above the sum of (i) all amounts funded by the Partnership or any Persons
Controlled by it in respect of SF Holdings and the liabilities of SF
Holdings (including, without limitation, all applicable litigation and
other out-of-pocket expenses relating to the Disputed SF Cash or SF
Holdings), whether or not funded in the form of loans, and (ii) the amount
to be deposited in a reserve to fund future litigation costs and other
expenses of SF Holdings while attempting to settle or litigate claims
relating to the Disputed SF Cash based on the Managing General Partner's
reasonable estimate of such costs and expenses.  Any amounts to be reserved
pursuant to clause (ii) of the immediately preceding sentence shall be
subject to the approval of the Bankruptcy Court.

           5.04. NET SF CASH AND NET MCJV PROCEEDS.  It is the intent of
the Partners that (i) the amount of the Net SF Cash should approximate the
amount, if any, by which the net worth of the Partnership, determined in
accordance with GAAP, as of the SF Deadline exceeds what the net worth of
the Partnership, determined in accordance with GAAP, would have been as of
the SF Deadline if the Partnership had never held any direct or indirect
interest in SF Holdings, and (ii) the amount of the Net MCJV Proceeds
should approximate the amount, if any, by which the net worth of the
Partnership, determined in accordance with GAAP, as of the MCJV Deadline,
exceeds what the net worth of the Partnership, determined in accordance
with GAAP, would have been as of the MCJV Deadline if the Partnership had
never held any direct or indirect interest in Florida Equity Corp. The
provisions of Sections 5.01, 5.02 and 5.03 shall be construed and enforced
in a manner consistent with such intent.







                                  16


<PAGE>


ARTICLE 6 - PROFITS, LOSSES AND DISTRIBUTIONS

     6.01. PROFITS AND LOSSES.

           (a)   Subject to the provisions of subsection (b) of this
Section 6.01, the Partnership's net profits or net losses shall be
determined on an annual basis and shall be allocated to the Partners or
their assignees in proportion to their Equity Interests; PROVIDED, HOWEVER,
that (i) to the extent that the terms of any Additional Equity Interests
require an allocation to the holders of such Additional Equity Interests,
the Managing General Partner shall cause the allocations herein
contemplated to take into account such terms (it being understood that the
allocations contemplated in this subsection 6.01 (a) in respect of any
Class A Unit shall be the same as such allocations in respect of each other
Class A Unit) and (ii) except as expressly provided in subsection 7.02(b),
no Limited Partner (in its capacity as a Limited Partner) shall be
personally liable for losses, costs, expenses, liabilities or obligations
of the Partnership in excess of its Capital Contributions under Article 4
hereof. Such net profits or net losses shall be determined by reference to
depreciation, depletion, amortization, and gain or loss, as computed for
book purposes giving effect to the revaluation described in subsection
4.04(a).

           (b)   Any income, gain, losses or deductions recognized by the
Partnership as a result of (i) the Disputed MCJV Recovery ceasing to be
disputed or as a result of any distribution with respect to, or disposition
of, the stock of Florida Equity Corp. shall be allocated to the holders of
Class B-2 Units, and (ii) the Disputed SF Cash ceasing to be disputed or as
a result of any distribution with respect to, or disposition of, the stock
of SF Holdings shall be allocated to the holders of Class B-1 Units.

     6.02. ALLOCATIONS FOR TAX PURPOSES.

           (a)   Subject to the provisions of subsection (b) of this
Section 6.02, for income tax purposes, each item of income, gain, loss,
deduction and credit of the Partnership shall, subject to the provisions of
Section 4.05, be allocated among the Partners or their assignees in
proportion to their Equity Interests; PROVIDED, HOWEVER, that (i) to the
extent the terms of any Additional Equity Interests require an allocation
to the holders of such Additional Equity Interests, the Managing General
Partner shall cause the allocations herein contemplated to take into
account such terms (it being understood that the allocations contemplated
in this Section 6.02 in respect of any Class A Unit shall be the same as
such allocations in respect of each other Class A Unit) and (ii) each such
item with respect to property contributed to the Partnership by a Partner
or revalued pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f)
shall be allocated among the Partners in a manner that takes into account
the variation between the adjusted tax basis of such property and its book
value, as required by Section 704(c) of the Code and Treasury Regulations
Section 1.704-1(b)(4)(i), using any method permitted by applicable Treasury
Regulations.  Notwithstanding any contrary provision in this agreement,
until such time as there shall occur a JMB Disqualification Event, the
allocations, debt sharing and other income tax treatments described herein
shall be complied with by the Partnership.

           (b)   Any income or gain recognized by the Partnership as a
result of the Disputed Realty Corp. Assets ceasing to be disputed or as a
result of any distribution with respect to, or disposition of, the stock of
SF Holdings or of Florida Equity Corp. shall be allocated to the holders of
Class B-1 and Class B-2 Units in accordance with the principles of Section
704(c) of the Code (it being understood that, for book purposes, the
initial Capital Contribution made by the holders of Class B-1 and Class B-2
Units shall be fixed at the net value of the stock of SF Holdings and the
stock of Florida Equity Corp., respectively, as and when the dispute
affecting the value of each such asset is finally resolved and such Class B
Units are converted to Class A Units).




                                  17


<PAGE>


     6.03. DISTRIBUTIONS.  Annually, or at more frequent intervals as
determined by the Managing General Partner in its sole discretion, the then
Available Funds (as hereinafter defined) shall be distributed to the
Partners or their assignees in proportion to their Equity Interests;
PROVIDED, HOWEVER, that to the extent that the terms of any Additional
Equity Interests require distribution of Available Funds to the holders of
such Additional Equity Interests in a particular order, ranking or amount,
the Managing General Partner shall cause the distribution of Available
Funds to the holders of such Additional Equity Interests to be in
accordance with such terms (it being understood that the distributions
contemplated in this Section 6.03 in respect of any Class A Unit shall be
the same as such distributions in respect of each other Class A Unit).
"Available Funds" means (i) the Partnership's gross cash receipts, LESS
(ii) the Partnership's expenditures, LESS (iii) the amount that, in the
Managing General Partner's reasonable judgment, the Partnership should
retain or otherwise reserve in order to fulfill its business purposes or to
comply with the provisions of any debt or other obligation of the
Partnership, PLUS (iv) the amount by which, in the Managing General
Partner's reasonable judgment, any such reserve previously established and
then existing shall be reduced after taking into account the foregoing.


             ARTICLE 7 - MANAGEMENT AND FINANCING MATTERS

     7.01. MANAGEMENT OF BUSINESS.

           (a)   Except as otherwise specifically provided to the contrary
herein, the Managing General Partner shall have full, exclusive and
complete discretion to manage the business and affairs of the Partnership
and to take all such actions as it deems necessary or appropriate to
accomplish the purposes of the Partnership as set forth herein; PROVIDED,
HOWEVER, that the actions of each General Partner (to the extent such
General Partner shall have any authority to act for or on behalf of or to
bind the Partnership on any matter) hereunder shall at all times be in
compliance with the provisions of Section 7.06.  Nothing contained in this
Section 7.01 shall impose any obligation on any Person doing business or
dealing with the Partnership to inquire as to whether the Managing General
Partner has exceeded its authority in executing any contract, lease,
mortgage, note, deed or other instrument on behalf of the Partnership, and
any such Person shall be fully protected in relying upon the plenary
authority of the Managing General Partner.  Except as otherwise provided in
Article 8, each General Partner shall serve without compensation for its
services.  Any General Partner may delegate such of its respective powers
and authority to managers, employees and agents of such General Partner or
of the Partnership as it shall deem necessary or appropriate for the
conduct of the Partnership's business; PROVIDED, HOWEVER, that no General
Partner shall purport to authorize any such manager, employee or agent to
take any action that such General Partner is itself prohibited from taking
under the provisions of this agreement or (in the case of an Additional
General Partner) that such Additional General Partner has not been
authorized to take pursuant to the provisions of subsection 4.02(b).

           (b)   In carrying out the purposes of the Partnership, among
other things, the Managing General Partner is authorized to execute and
deliver (i) instruments evidencing the issuance of Class A Units or
Additional Equity Interests of the Partnership, (ii) all contracts,
conveyances, assignments, franchise agreements, licensing agreements and
management contracts covering or affecting the Partnership's assets, (iii)
all checks, drafts and other orders for the payment of the Partnership's
funds, (iv) all promissory notes, mortgages, deeds of trust, security
agreements and other similar documents and (v) all other instruments of any
kind or character relating to the Partnership's affairs, whether like or
unlike the foregoing.  No Partner other than the Managing General Partner
or any Additional General Partner (to the extent the Managing General
Partner shall have authorized such Additional General Partner to act for or
on behalf of or to bind the Partnership on any matter) shall have any
authority (actual or apparent) to act for or on behalf of or to bind the
Partnership.


                                  18


<PAGE>


           (c)   Meetings of the Partners may be called by the Managing
General Partner by giving ten (10) days prior written notice of the time,
date, location and purpose of the meeting; PROVIDED, HOWEVER, that in the
event of any emergency affecting the Partnership or its assets, a meeting
of the Partners may be called by the Managing General Partner on such
shorter notice as the Managing General Partner shall deem appropriate in
its reasonable judgment.

           (d)   Each Limited Partner or Additional General Partner may
authorize any Person or Persons, including, without limitation, the
Managing General Partner, to act for it by proxy on all matters on which a
Limited Partner or Additional General Partner may vote hereunder.  Every
proxy (i) must be signed by the Limited Partner or Additional General
Partner or its attorney-in-fact, (ii) shall expire eleven (11) months from
the date thereof unless the proxy provides otherwise and (iii) shall be
revocable at the discretion of the Limited Partner or Additional General
Partner granting such proxy.

           (e)   Any action required or permitted to be taken at a meeting
of the Partners may be taken without a meeting (and without advance notice
thereof) if a written consent setting forth the action to be taken is
signed by the Partners owning the percentage of the total Class A Units of
the Partnership required to take such action, which written consent may be
evidenced in one or more instruments.  Consents need not be solicited from
any other Partner if the written consent of Partners owning such requisite
percentage has been obtained to take the action for which such solicitation
was required.

     7.02. NO MANAGEMENT BY LIMITED PARTNERS; LIMITATION OF LIABILITY.

           (a)   No Limited Partner, in its capacity as a limited partner,
shall take part in the day-to-day management, operation or control of the
business and affairs of the Partnership or have any right, power, or
authority to act for or on behalf of or to bind the Partnership or transact
any business in the name of the Partnership.  Any approvals rendered or
withheld by any of the Limited Partners pursuant to this agreement shall be
deemed as consultation with or advice to the Managing General Partner in
connection with the business of the Partnership and, in accordance with the
Act, shall not be deemed as participation by any such Limited Partner in
the business of the Partnership and are not intended to create any
inference that any such Limited Partner should be classified as a general
partner under the Act.

           (b)   No Limited Partner shall have any liability to any other
Partner or to the Partnership except (i) with respect to withholding under
Section 7.12, (ii) in connection with a breach or violation of any
provision of this agreement by such Limited Partner, (iii) in connection
with a Tax Advance (but only to the extent provided in Section 20.3.4 of
the Plan) or (iv) as provided in the Act.

           (c)   No General Partner shall take any action that would
subject any Limited Partner (in its capacity as Limited Partner) to
liability as a general partner.

           (d)   No Limited Partner (in its capacity as such) may commence
or attempt to commence or join or attempt to join in any voluntary or
involuntary petition for bankruptcy or insolvency proceeding with respect
to the Partnership pursuant to the Bankruptcy Code.  Neither the
Partnership nor any General Partner shall commence or consent to the
commencement of any such proceeding unless the commencement of such
proceeding has been authorized by due corporate action of the Managing
General Partner.








                                  19


<PAGE>


     7.03. APPOINTMENT OF AGENTS, OFFICERS OR REPRESENTATIVES.  The
Managing General Partner may appoint such agents, officers or
representatives as it deems appropriate, and may grant to them such titles
or designations, including, without limitation, that of President, Vice
President, Managing Agent or Managing Director, as it deems necessary or
appropriate.

     7.04. TITLE TO PROPERTY; NOMINEE.  All property owned by the
Partnership, whether real or personal, tangible or intangible, shall be
deemed to be owned by the Partnership as an entity, and no Partner,
individually, shall have any ownership of such property.  Title to the
Partnership's assets shall be held in the Partnership's name or in the name
of any nominee that the Managing General Partner may designate.  The
Managing General Partner shall have the power to enter into a nominee
agreement with any such Person, and such agreement may contain provisions
indemnifying the nominee, except for his or its willful misconduct.

     7.05. TIME DEVOTED TO BUSINESS; BUSINESS WITH RELATED PERSONS.

           (a)   The Managing General Partner shall devote such time to
the business of the Partnership as it in its discretion deems necessary for
the efficient operation of the Partnership's business.

           (b)   The Managing General Partner, in its discretion, may
cause the Partnership or any Person Controlled by the Partnership to
transact business with any Affiliates or Related Persons of a General
Partner; PROVIDED, HOWEVER, that, notwithstanding any provision to the
contrary in this agreement, except for the Approved Agreements and those
Implementing Transactions that were fully consummated as of November 21,
1996 and any Post Effective Date Implementing Transactions, the Managing
General Partner shall not cause or permit the Partnership or any Person
Controlled by the Partnership to enter into or suffer to exist any
transaction or series of related transactions with a General Partner or any
Related Person of a General Partner if such transaction or series of
related transactions is not on an Arm's-length Basis.

     7.06. FIDUCIARY DUTY; EXCULPATION.  Each of the Managing General
Partner and each Additional General Partner (if any) having authority to
act for or on behalf of or to bind the Partnership shall act as a fiduciary
for and in the best interests of the Limited Partners and the Partnership;
PROVIDED, HOWEVER, that (subject to the provisions of the PROVISO to
subsection 7.05(b)) Affiliates or Related Persons of the General Partners
shall at all times be free to engage for their own account in all aspects
of any business or investment in which the Partnership is involved and may
compete with the business and investments of the Partnership; and PROVIDED,
FURTHER, that neither the foregoing provisions of this Section 7.06 nor any
other provision hereof shall be construed to require that the Managing
General Partner or any Additional General Partner having the authority to
act for or on behalf of or to bind the Partnership on any matter cause the
Partnership to acquire any assets in addition to its interest in the Core
Properties or otherwise effect any other expansion of the business of the
Partnership, it being understood that any such acquisition or other
expansion shall be within the sole discretion of the Managing General
Partner or such Additional General Partner and that any such acquisition or
expansion will only be undertaken in compliance with all applicable
provisions of this agreement.  No General Partner shall be liable,
responsible or accountable in damages or otherwise to the Partnership or
any of the other Partners for any act or omission performed or omitted in
good faith on behalf of the Partnership and in a manner reasonably believed
to be (i) within the scope of the authority granted by this agreement to
such General Partner and (ii) in the best interests of the Partnership.  So
long as any General Partner shall not have violated the provisions of the
PROVISO to the first sentence of subsection 7.01(a) or the PROVISO to the
last sentence of subsection 7. 01(a), such General Partner shall not be
responsible for any misconduct or negligence on the part of any agent
(other than direct employees of such General Partner) if neither such
General Partner nor any of its Related Persons derived any improper
personal benefit from such misconduct or negligence.


                                  20


<PAGE>


     7.07. INDEMNIFICATION.

           (a)   The Partnership shall indemnify and hold harmless each
General Partner and each other Person acting on behalf of the Partnership
(an "Indemnified Party") pursuant to the authority herein granted or
otherwise (to the extent such Indemnified Party is authorized to act), to
the fullest extent as would be permitted by applicable law of the State of
Delaware affording indemnification to persons acting on behalf of
corporations organized in such State (including, without limitation, any
procedures set forth therein regarding advancement of expenses to such
Indemnified Party), from and against any and all losses, claims, damages,
liabilities, expenses (including, without limitation, reasonable legal fees
and expenses), judgments, fines, penalties, interests, settlements and
other amounts arising from any and all claims, demands, actions, suits or
proceedings, whether civil, criminal, administrative or investigative,
relating to the activities of such Indemnified Party on behalf of the
Partnership or as a result of its status as a General Partner; PROVIDED,
HOWEVER, that Managing General Partner shall not be entitled to
indemnification hereunder for its acts and omissions not in good faith or
which involve intentional misconduct or a knowing violation of law by
Managing General Partner.

           (b)   The Partnership shall have the authority to purchase and
maintain such insurance policies on behalf of the Indemnified Parties as
the Managing General Partner shall determine, which policies may cover
those liabilities the Managing General Partner reasonably believes may be
incurred by an Indemnified Party in connection with the operation of the
business of the Partnership.  The right to procure such insurance on behalf
of the Indemnified Parties shall in no way mitigate or otherwise affect the
right of any such Indemnified Party to indemnification pursuant to the
provisions of subsection 7.07(a) hereof.

           (c)   The provisions of this Section 7.07 are for the benefit
of the Indemnified Parties, their heirs, successors, assigns and
administrators and shall not be deemed to create any rights in or benefit
to any other Person.

     7.08. BOOKS AND RECORDS AT PRINCIPAL PLACE OF BUSINESS.  The Managing
General Partner shall cause the Partnership to maintain at its principal
place of business full and accurate books of the Partnership showing all
receipts and expenditures, assets and liabilities, profits and losses, and
all other records necessary for recording the Partnership's business and
affairs, including, without limitation, the following:

           (a)   a current list in alphabetical order of the full name and
last known business street address of each Partner;

           (b)   a copy of the Certificate and all amendments thereto,
together with (i) receipts of filing thereof, and (ii) executed copies of
any powers of attorney pursuant to which any amendment has been executed;

           (c)   copies of the Partnership's federal, state and local
income tax returns and reports, if any, for the three most recent years;
and

           (d)   copies of the Partnership's financial statements, if any,
for the three most recent years.













                                  21


<PAGE>


Such books shall be maintained separate from those of any other Person.
Each Partner or its authorized representative shall have, upon reasonable
advance notice in writing, at reasonable times and at such Partner's
expense, the right to review and make copies of such books and records and
to receive true and complete information regarding Partnership matters to
the extent required (and subject to the limitations) under Delaware law;
PROVIDED, HOWEVER, that the Managing General Partner may impose reasonable
limitations on the access of any other Partner to such books and records to
protect against disclosure of proprietary or competitively sensitive
information or to comply with the confidentiality restrictions imposed in
any agreement to which the Partnership is a party.  The Partnership shall
not impose any service, administrative or other charge upon any Partner
exercising its rights under this Section 7.08 except for payment of the
Partnership's reasonable costs of photocopying and postage.

     7.09. ANNUAL AUDIT AND ACCOUNTING.  The books and records of the
Partnership shall be kept on the accrual basis of accounting in accordance
with generally accepted accounting principles ("GAAP").  The Partnership's
accounting period shall be the calendar year.  The accounts of the
Partnership shall be audited annually by a nationally recognized accounting
firm of independent public accountants selected by the Managing General
Partner (the "Independent Accountants").  Each Additional General Partner
and its designees shall be entitled to confer with the Managing General
Partner and the Partnership's Independent Accountants with respect to any
and all tax matters that may affect such Partner, including, without
limitation, in the case of JMB Partner, allocations of indebtedness as
contemplated in Section 6.02 and subsection 7.11(e).

     7.10. REPORTS; NOTICES.

           (a)   The books of account shall be closed promptly after the
close of each calendar year, and the Managing General Partner shall prepare
and send to each Partner:

           (i)   Within seventy (70) days after the end of the fiscal
     year, an Internal Revenue Service Schedule K-1 with respect to its
     distributive share of income, gains, deductions, losses and credits
     for income tax reporting purposes for each such fiscal year, together
     with any other information concerning the Partnership reasonably
     necessary for the preparation of a Partner's income tax return(s);

           (ii)  Within forty (40) days after the end of each of the first
     three (3) fiscal quarters, as of the last day of the fiscal quarter,
     a report containing unaudited financial statements of the Partnership
     and such other information as may be legally required or determined
     to be appropriate by the Managing General Partner; and

           (iii) Within eighty-five (85) days after the end of the fiscal
     year, as of the close of the fiscal year, an annual report containing
     audited financial statements of the Partnership, presented in
     accordance with GAAP and certified by the Independent Accountants.

           (b)   Except during such periods as the Partnership shall be
subject to the reporting requirements of the Securities Exchange Act of
1934, as amended, the Managing General Partner shall give prompt written
notice to each other Partner upon (i) the effectiveness of any amendment to
this agreement, (ii) the Managing General Partner's obtaining knowledge of
any material default by the Partnership or a Person Controlled by the
Partnership in respect of any financing secured by any Core Property or
other material real property of the Partnership or any Person Controlled by
the Partnership, (iii) the Managing General Partner's obtaining knowledge
of any facts or circumstances that constitute a dissolution of the
Partnership, (iv) the issuance of any amount of Class A Units or Additional
Equity Interests (other than a DE MINIMIS amount), any recapitalization,
merger or consolidation transaction to which the Partnership becomes or is
contemplated to become a party, (v) the taking of any action at a meeting
of the Partners or by a written consent signed by less than all the
Partners and (vi) the Managing General Partner's obtaining knowledge of any


                                  22


<PAGE>


other event or circumstance that, in the reasonable judgment of the
Managing General Partner, would be of material importance to the Partners.
During such periods as the Partnership shall be subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended, the
Managing General Partner shall cause the Partnership to provide the
information contemplated in clause (i) of this subsection 7.10(b) and such
information and notices to the Partners as the Partnership shall be
required to provide under the Securities Exchange Act of 1934, as amended,
or under any other applicable securities laws.

     7.11. TAX MATTERS.

           (a)   The Managing General Partner shall be the Tax Matters
Partner of the Partnership for federal income tax matters pursuant to Code
Section 6231(a)(7)(A).  The Tax Matters Partner shall cause to be prepared
all federal, state and local income tax returns required of the Partnership
at the Partnership's expense.  The Tax Matters Partner shall represent the
Partnership (at the expense of the Partnership) in connection with all
examinations of the affairs of the Partnership by any federal, state or
local tax authorities, including, without limitation, any resulting
administrative and judicial proceedings, and may expend funds of the
Partnership for professional services and costs associated therewith.  The
Partners shall, to the extent reasonably requested by the Tax Matters
Partner, cooperate (in all reasonable respects) with each other in
connection with the conduct of all proceedings pursuant to this subsection
7.11(a).  The Tax Matters Partner shall provide notice to all "Notice
Partners" as provided in the Code.

           (b)   The Tax Matters Partner shall receive no compensation for
its services in such capacity.  If the Tax Matters Partner incurs any costs
related to any tax audit, declaration of any tax deficiency or any
administrative proceeding or litigation involving any Partnership tax
matter, such amount shall be an expense of the Partnership and the Tax
Matters Partner shall be entitled to full reimbursement therefor.

           (c)   Except as otherwise set forth in this agreement, the Tax
Matters Partner shall determine whether to make (and, if necessary, revoke)
any tax election available to the Partnership under the Code or any state
or local tax law.

           (d)   In the event that Treasury Regulations are adopted to
replace or supplement, with an elective regime, the existing Treasury
Regulations for classifying certain business organizations, the Tax Matters
Partner shall elect that the Partnership be treated as a partnership for
federal income tax purposes and take such other appropriate actions as
shall be prescribed thereunder consistent with such election.

           (e)   The Partnership has, prior to the date hereof, adopted
and caused WFP 245 Park Co. L.P. and/or its designee(s) to adopt the
"remedial allocation method" under Treasury Regulation section 1.704-3 with
respect to 245 Park Avenue.  Except with the consent of the Managing
General Partner and JMB Partner, the Partnership shall not permit any such
remedial allocation to be revoked or withdrawn so long as the Partnership
continues to own any direct or indirect beneficial ownership in 245 Park
Avenue.  In the event that the Partnership no longer owns any direct or
indirect interest in 245 Park Avenue and JMB Partner continues as a Partner
in the Partnership, so long as taking such action does not directly or
indirectly adversely affect (other than in a de minimus respect) the tax or
other economic position of the Partnership or any Partner, the Partnership
shall use commercially reasonable efforts to allocate sufficient non-
recourse indebtedness to JMB Partner such that JMB Partner does not
recognize, for tax purposes, any gain as a result of the Partnership no
longer so owning 245 Park Avenue. For purposes of the immediately preceding
sentence, the tax or economic position of a Partner shall not be deemed to
be adversely affected if the only effect of the allocation of indebtedness
to JMB Partner is a reduction in the amount of indebtedness allocated to
such Partner which such Partner does not at such time need to avoid
recognition of gain for tax purposes.


                                  23


<PAGE>


     7.12. WITHHOLDING OF CERTAIN AMOUNTS.

           (a)   The Managing General Partner may (in addition to amounts
that may be withheld pursuant to Section 9.11) withhold, in its discretion,
from any distribution of cash or property in kind to any other Partner or
its assignee, upon notice to such Partner pursuant to this agreement, the
following amounts:

           (i)   any amounts due from such Partner or assignee to the
     Partnership or the Managing General Partner under this agreement; and

           (ii)  any amounts required (x) for the payment of any taxes
     that the Managing General Partner determines in good faith must be
     withheld by the Partnership with respect to such Partner or assignee
     or (y) to pay or reimburse the Managing General Partner for any
     advances made by the Managing General Partner for such purpose.

           (b)   Any amounts withheld pursuant to this Section 7.12 shall
be applied by the Managing General Partner to discharge the obligation in
respect of which such amounts were withheld.  All amounts distributable to
any Partner or assignee that are withheld pursuant to this Section 7.12
shall be treated as amounts distributed to such Partner or assignee.  To
the extent that any amount paid over (or required to be paid over) in
satisfaction of any obligation described in clause (i) or clause (ii) of
subsection 7.12(a) exceeds the amount, if any, actually withheld from a
distribution that otherwise would have been made to a Partner or assignee,
such excess shall be treated as an interest-free advance to such Partner or
assignee, secured by such Partner's or assignee's Interest in the
Partnership (such loan, a "Withholding Advance").  Amounts treated as
advanced to any Partner or assignee pursuant to this Section 7.12 shall be
repaid by such Partner or assignee to the Partnership within thirty (30)
Business Days after the Managing General Partner gives notice to such
Partner or assignee making demand therefor.  If any Partner or assignee of
a Partner fails to pay a Withholding Advance as provided in this subsection
7.12(b), the Partnership (without limiting any other remedy that may be
available to the Partnership) shall collect any unpaid amounts from any
Partnership distributions to such Partner or assignee that otherwise would
be made to such Partner or assignee and/or permanently adjust the Interest
of such Partner or assignee accordingly.  Notwithstanding anything to the
contrary set forth herein, in the event of any failure by a Partner or
assignee to perform its obligations under this Section 7.12, in addition to
all other rights and remedies available hereunder or under applicable law
to the Partnership and the Managing General Partner, the Managing General
Partner and the Partnership shall have all the rights and remedies of a
secured creditor under the Uniform Commercial Code as in effect in the
State of Delaware.

           (c)   If the Managing General Partner determines that the
Partnership would have insufficient funds (taking into account the cash
needs of Persons Controlled by the Partnership) to make a Withholding
Advance, the Managing General Partner shall be entitled to require the
Partner for which the withholding requirement applies to pay the amount of
such withholding requirement sufficiently in advance of the payment date to
permit the Partnership timely to satisfy its withholding tax liability.

     7.13. BOARD PROCEEDINGS.  The Managing General Partner shall cause to
be provided to JMB Partner, substantially contemporaneously with
distribution of copies thereof to members of its board of directors (but in
no event later than three (3) days after such distribution), copies of all
minutes of the meetings of such board and copies of all resolutions thereof
passed by written consent.  JMB Partner shall treat all such materials as
confidential and shall not distribute any thereof or otherwise disclose any
information therein except as may be required to comply with applicable
law; PROVIDED, HOWEVER, that prior to any distribution or disclosure
thereof, JMB Partner shall cooperate with the Managing General Partner to
obtain an appropriate protective order relating thereto.




                                  24


<PAGE>


     7.14  APPROVAL OF CERTAIN ACTIONS.  As permitted by Section 17-211 of
the Act, each General Partner hereby agrees the Partnership may, at any
time, upon the consent of the Managing General Partner (with the consent of
no other General Partner being required) enter into an agreement of merger
or consolidation, whereby the Partnership shall merge or consolidate with
one or more other Delaware limited partnerships or one or more "other
business entities" (as defined in Section 17-211 of the Act); provided,
however, that with respect to any agreement of merger or consolidation that
the Partnership enters into on or before December 31, 2007, to the extent
that the consideration payable to the Partners in such merger or
consolidation is comprised, in whole or in part, of equity interests, the
Partnership shall use its commercially reasonable efforts to provide in the
agreement governing such merger or consolidation that JMB Partner is
entitled to obtain such equity interests in a form such that JMB Partner
will not recognize, as a result of receiving consideration in the form of
such equity interests ("Tax Favorable Equity"), a material amount of gain
for federal income tax purposes; provided, further, however, that if the
Partnership is unable to provide for Tax Favorable Equity and as a result
of the receipt of consideration in the form of equity interests JMB Partner
recognizes a material amount of gain for federal income tax purposes, then,
in addition to its pro rata share of the consideration payable to the
Partners in such merger or consolidation, the Partnership shall pay to JMB
Partner, in immediately available funds upon the consummation of such
merger or consolidation, a payment (the "Merger Gross-Up") equal to the
product of (a) a fraction, expressed as a percentage (the "Merger Payment
Percentage"), the numerator of which is the Fair Market Value of the equity
consideration that is not Tax Favorable Equity payable to JMB Partner in
such merger or consolidation and the denominator of which the Fair Market
Value of the total consideration payable to JMB Partner in such merger or
consolidation and (b) the Applicable Merger Payment. The Managing General
Partner shall provide notice to JMB Partner (a) as soon as practicable
following the date the Partnership enters into an agreement of merger or
consolidation and (b) reasonably in advance of any consummation of any
merger or consolidation.

     7.15  JMB-APPROVED DIRECTOR.  So long as JMB Partner shall be a
general partner of the Partnership, JMB Partner shall have the right, from
time to time, to consent (in the manner set forth below) to the selection
of an Independent Person to serve as one of the directors of the Managing
General Partner (the "JMB-Approved Director").  Within thirty (30) days
after each Replacement Date, the Managing General Partner shall give
written notice (a "Designation Notice") to JMB Partner setting forth the
names of not less than three (3) Independent Persons who are eligible to
act as the JMB-Approved Director.  JMB Partner's consent rights under this
Section 7.15 shall be exercised in a written notice given to the Managing
General Partner not later than fifteen (15) days after the date that JMB
Partner shall receive any Designation Notice.  In such notice, JMB Partner
shall specify which one of the Persons identified in the Designation Notice
to whom it consents to serve as the JMB-Approved Director.  Upon any
failure by JMB Partner to respond to a Designation Notice within such
fifteen (15) day period or upon responding, in the case of any failure to
consent to one of the Persons identified in the Designation Notice, the
Managing General Partner shall have the right to select the JMB-Approved
Director from among  such Persons (or any other Person mutually acceptable
to JMB Partner and the Board of Directors of the Managing General Partner).

Promptly following notice that any Person constituting a JMB-Approved
Director has ceased to be an Independent Person, the Managing General
Partner shall cause the removal of such Person as a director of the
Managing General Partner; PROVIDED, HOWEVER, that nothing set forth in this

Section 7.15 shall be construed to give JMB Partner any right to remove the
JMB-Approved Director or to limit or impair the right of any other Person
to remove any director of the Managing General Partner in accordance with
the provisions of the By-laws of the Managing General Partner.







                                  25


<PAGE>


                       ARTICLE 8 - COMPENSATION

     8.01. NO ENTITLEMENT TO COMPENSATION.  No Partner acting on behalf of
the Partnership shall be entitled to compensation or remuneration from the
Partnership for acting as a Partner except as may be specifically provided
in this agreement.  The provisions of this Section shall not limit any
compensation or remuneration that any Partner shall receive from any other
Person with which the Partnership may be an Affiliate or in which the
Partnership is a participant or partner.

     8.02. REIMBURSEMENT.  The Partnership shall reimburse each General
Partner for all reasonable and customary out-of-pocket expenses incurred by
it in managing or otherwise acting on behalf of the Partnership.  If the
Managing General Partner shall determine to engage the services of a
general manager or agent or advisor to provide management or advisory or
similar services to the Partnership, the reasonable and customary fees and
expenses of such manager, agent or advisor shall be paid by the
Partnership.


                         ARTICLE 9 - TRANSFERS

     9.01. CERTAIN TRANSFERS VOID.  No Partner may make or permit to occur
any Transfer of all or any part of its Interest in the Partnership except
in accordance with the provisions of this Article 9. Any purported Transfer
in violation of this Article 9 shall not bind the remaining Partners, who
may continue to treat the original Partner as the owner of such Interest
(or the applicable portion thereof) for all purposes.

     9.02. CERTAIN PROHIBITIONS ON TRANSFERS. Without the consent of any
other Partner, each Partner may, at any time, subject only to the
provisions of Section 9.05, Section 9.08 and Section 9.09, make or permit
to occur any Transfer to any Person of all or any part of its Interest;
PROVIDED, HOWEVER, that no assignee of a Partner (other than any assignee
of Unrestricted Units acquired in a transaction that complies with the
provisions of Section 9.03) shall be admitted as a Partner of the
Partnership except in compliance with the provisions of Section 9.04.
Without the consent of any other Partner, each Partner that is the holder
of Unrestricted Units may, at any time, subject only to the provisions of
Section 9.05, Section 9.08 and Section 9.09, make or permit to occur any
Transfer to any Person of all or any portion of such Unrestricted Units.

     9.03. TRANSFERS BY CERTAIN PARTNERS.  Upon any assignment by a
Partner of Unrestricted Units that does not violate the provisions of
Section 9.05, Section 9.08 or Section 9.09, the transferee thereof shall be
admitted to the Partnership as a Partner upon receipt of a Transfer
Application with respect to such Transfer by the Managing General Partner.
Except as provided in subsection 4.02(d), each such transferee shall have
all the rights, in respect of such Unrestricted Units, as a Partner of the
Partnership that were possessed by its transferor.

     9.04. APPROVAL OF MANAGING GENERAL PARTNER.

     Other than as set forth in Section 9.03, no assignee (including any
assignee (other than BPHI) that receives any Interest pursuant to
Section 9.08) of all or any part of a Partner's Interest (including,
without limitation, an assignee that is a non-United States Person) shall
be admitted as a Partner without the consent of the Managing General
Partner, which consent may be withheld in the sole and absolute discretion
of the Managing General Partner.  Pending an assignee's admission as a
substitute Partner of the Partnership, and upon receipt of written notice
by the Managing General Partner of the assignment, such assignee shall be
entitled to share in all allocations and distributions of the Partnership
(including, without limitation, liquidating distributions) on the same
basis as the Partner from which such assignee obtained its Interest.
Unless and until such assignee is admitted as a substitute Partner, such
assignee shall not be entitled to exercise any other rights of a Partner,
including, without limitation, the right to vote (to the extent such right


                                  26


<PAGE>


was available to such assignee's predecessor) on any matter submitted to
the Partners for approval, and such predecessor shall retain the right, if
any, to vote the Interest so assigned.

     9.05. CERTAIN PROHIBITED TRANSFERS.

           (a)   No Partner shall assign all or any part of its Interest
to any Person that is not a "United States person" within the meaning of
section 7701(a)(30) of the Code, without the prior written consent of the
Managing General Partner, which consent shall be granted if (i) such Person
can demonstrate, to the reasonable satisfaction of the Managing General
Partner, its ability to satisfy its potential liabilities for any
withholding tax that may be imposed on its PRO RATA share of the
Partnership's income and (ii) the Managing General Partner determines that
the withholding obligations to which the Partnership reasonably may be
expected to be subject as a result of the ownership of such Interest by
such assignee, when taken together with such withholding obligations with
respect to all other Interests held by non-United States persons, would not
have a material adverse effect on the ability of the Partnership and
Persons Controlled by it to satisfy their debt service requirements and
other contractual obligations and operational requirements.
Notwithstanding the foregoing, the Managing General Partner shall provide
the consent contemplated in this subsection 9.05(a) in respect of (A) the
assignment by Coopers & Lybrand OYDL of any Class A Units received by it to
the Class 28 creditors of Olympia & York Developments Limited, pursuant to
the provisions of the Plan of Arrangement of Olympia & York Developments
Limited, et al. filed under the Companies' Creditors Arrangement Act, (B)
any request by JMB Partner to assign all or any part of its Class A Units
to a JMB Controlled Affiliate or the members of JMB Partner, (C) any
request by JMB (as a substituted Partner or assignee of JMB Partner
following any assignment described in the immediately preceding clause (B))
to assign all or any part of its Class A Units to its partners and (D) any
assignment by the Disbursing Agent (as defined in the Plan) made pursuant
to Section 20.4 of the Plan.

           (b)   No assignment of all or any part of any Interest shall be
effective without the approval of the Managing General Partner if the
Interest sought to be assigned, when added to the total of all other
Interests assigned (or approved for assignment), would result in a
"termination" of the Partnership under section 708 of the Code.  The
Managing General Partner shall give notice to all other Partners in the
event that sales or exchanges should be suspended for such reason.  Any
sales or exchanges deferred by reason of any such determination by the
Managing General Partner shall be made in chronological order to the extent
practicable commencing on such date as shall be determined by the Managing
General Partner.

            (c)  No assignment of all or any part of an Interest (other
than an assignment of Unrestricted Units) may be made if such assignment
would result in the Partnership being treated as a corporation for tax
purposes.

           (d)   No assignment of all or any part of an Interest
representing more than 6% of the total Equity Interest or the total
Additional Equity Interests (of any class or series) may be made or
effective unless the Partnership shall have been given notice thereof not
less than five (5) Business Days prior to the effective date of such
assignment.












                                  27


<PAGE>


     9.06. SUCCESSOR MANAGING GENERAL PARTNER; REMOVAL OF MANAGING GENERAL
PARTNER.

           (a)   Upon the occurrence of an event described in subsection
10.01(c), the Managing General Partner shall (i) remain liable for all
obligations and liabilities (other than Partnership liabilities payable
solely from Partnership assets) incurred by it as a General Partner before
the effective date of such event and (ii) pay all costs associated with the
admission of its successor Managing General Partner.  The Managing General
Partner shall be free of and held harmless by the Partnership against any
obligation or liability incurred on account of the activities of the
Partnership from and after the effective date of such event.

           (b)   A successor to all of the Managing General Partner's
Interest that is proposed to be admitted to the Partnership as a successor
Managing General Partner shall be admitted as the Managing General Partner,
effective upon the assignment of such Interest to such proposed successor,
upon the approval of Partners (the "Required Partners") constituting (i)
BPHI Partner and (ii) the holders of not less than 75% of all the Equity
Interests and 75% of all Additional Equity Interests (if any are then
outstanding).  Any such assignee shall carry on the business of the
Partnership without dissolution.  Prior to its admission to the
Partnership, such assignee shall have provided to the Partners such
information as to the identity of its Affiliates and its finances and
business and those of its Affiliates as may be reasonably requested in
writing by any Partner.  In connection with the admission of such assignee
to the Partnership, such assignee shall agree in writing to be bound by all
the terms and provisions of this agreement.

           (c)   The Managing General Partner may be removed and a
replacement Managing General Partner admitted to the Partnership upon the
affirmative vote of the Required Partners; PROVIDED, HOWEVER, that the
rights of the Partners under this subsection (c) to remove the Managing
General Partner and elect a replacement therefor shall not be effective
unless and until (i) the Partnership has received an opinion of counsel,
which counsel is satisfactory to a majority in interest of the Limited
Partners, as to the legality of such action, and (ii) either (A) the
Partnership has received an opinion of counsel, which counsel is
satisfactory to the Required Partners, that such action may be effected
without subjecting any of the Limited Partners to liability as general
partners under the Act or under the laws of such other jurisdictions in
which the Partnership is formed, re-formed, re-organized or otherwise
qualified, or (B) a Delaware court having original jurisdiction in the
premises has entered a judgment which has become final to the foregoing
effect as to the Act and an opinion of counsel as provided above has been
obtained as to the laws of such jurisdictions, other than Delaware, in
which the Partnership is formed, re-formed, re-organized or otherwise
qualified.

     9.07. SUCCESSOR PARTNERS.  In the event of a Bankruptcy of a Limited
Partner, the bankruptcy trustee or administrator of such Limited Partner
shall succeed to its Interest.  If an individual Limited Partner dies, his
executor or administrator shall succeed to his Interest.  If a Limited
Partner that is a natural Person shall be adjudicated insane, incompetent
or incapacitated, his committee, guardian or conservator shall succeed to
his Interest.

     9.08. RIGHT OF FIRST OFFER.

           (a)  JMB Partner shall not make or permit to occur any Transfer
of any of its Class A Units or make or respond to any offers to do so
except in compliance with the provisions of this Section 9.08.








                                  28


<PAGE>


           (b)   JMB Partner may make or permit to occur any Transfer of
all or any portion of the Class A Units held by it to (i) any Wholly Owned
Affiliate of JMB Partner or any JMB Controlled Affiliate or (ii) its
constituent members (on a ratable basis); PROVIDED, HOWEVER, that no such
Transfer shall be consummated (A) except in compliance with all applicable
provisions of this Article 9 and (B) unless such Wholly Owned Affiliate,
JMB Controlled Affiliate or each such member (other than any member
Controlled by the Partnership) shall have executed and delivered to BPHI a
written instrument pursuant to which such Wholly Owned Affiliate, JMB
Controlled Affiliate or member assumes (in respect of the Class A Units
Transferred to it) all the obligations of JMB Partner under this
Section 9.08 and Section 9.16.  In addition, if JMB Partner shall have made
a Transfer of Class A Units of the character described in clause (ii) of
this subsection 9.08(b) to JMB Control Person in compliance with all
applicable provisions of this Article 9, JMB Control Person may Transfer
all or part of such Class A Units to its constituent equity owners (on a
ratable basis and only requiring such partners to deliver the instrument
described in clause (B) above with respect to compliance with Section 9.16
and not this Section 9.08); PROVIDED, HOWEVER, that any such Transfer shall
be made only in compliance with all applicable provisions of this
Article 9.

           (c)   If JMB Partner shall determine to offer to make any
Transfer (other than a Transfer by JMB or JMB Partner of the character
described in subsection 9.08(b) above) of any Class A Units or to respond
to any offer received by it with respect thereto, it shall first give BPHI
a notice (an "Offer Notice") specifying (i) the number of Class A Units it
desires to Transfer (the "Subject Units"), (ii) the date (which shall be at
least thirty-one (31) days after the date of the Offer Notice) on which
such Transfer is contemplated to occur, (iii) the purchase price per
Class A Unit (the "Unit Price") that JMB Partner is willing to accept for
Transfer of such Class A Units and (iv) if JMB Partner is willing to
provide any purchase money financing in respect of such Transfer, the terms
thereof that would be acceptable to JMB Partner.  BPHI shall have the right
exercisable by written notice (an "Exercise Notice") to JMB Partner given
not later than thirty (30) days after the effective date under Section
11.11 of the Offer Notice, to purchase from JMB Partner all, but not less
than all, of the Subject Units at a per Class A Unit purchase price equal
to the Unit Price set forth in the Offer Notice.

           (d)   If BPHI shall not have given an Exercise Notice within
such thirty (30) day period to purchase the Subject Units, JMB Partner
shall thereafter have the right to Transfer all, but not less than all, of
the Subject Units to any Person for cash or on the financing terms, if any,
specified in the Offer Notice, at a purchase price per Class A Unit of not
less than 95% of the Unit Price set forth in the Offer Notice, provided
such sale shall be consummated not later than one hundred twenty (120) days
following the effective date under Section 11.11 of the Offer Notice as
against BPHI.

           (e)   The closing of any Transfer to BPHI pursuant to the
provisions of this Section 9.08 shall take place at the principal office of
the Partnership on a date not later than the date set forth in the Offer
Notice as the anticipated closing date.  At such closing, JMB Partner shall
deliver or cause to be delivered to BPHI, against receipt (by delivery of
immediately available funds) of the purchase price owing to JMB Partner
hereunder, an instrument in form reasonably acceptable to BPHI assigning to
BPHI all JMB Partner's rights in and to the Subject Units.  Any and all
transfer or similar taxes in respect of such Transfer shall be paid by JMB
Partner.  All Class A Units so Transferred by JMB Partner shall be free and
clear of any claims or security interests of any Person (and the instrument
of assignment shall contain a warranty to such effect by JMB Partner).








                                  29


<PAGE>


           (f)   Notwithstanding anything to the contrary herein
contained, no term or provision of this Section 9.08 that may be or become
inconsistent with the provisions of Section 9-1.1 of the Estates, Powers
and Trusts Law of the State of New York, or any successor statute thereto
in effect during the term of this agreement, shall be operative following
twenty-one years after the death of the last to die of those descendants of
John D. Rockefeller, Sr., in being on November 21, 1996.

     9.09. TRANSFERS MUST COMPLY WITH LAWS.  Notwithstanding any contrary
provision herein, no Partner may Transfer or offer to Transfer all or any
part of its Interest (or solicit any offers to Transfer all or any part of
its Interest), and no Transfer, offer to Transfer or solicitation of offers
to Transfer all or any part of its Interest otherwise permitted hereunder
shall be permitted, if such Transfer offer or solicitation would violate
the registration requirements of the Securities Act of 1933, as amended,
and rules and regulations promulgated thereunder or the registration
requirements of any applicable state securities laws and rules and
regulations promulgated thereunder.

     9.10. ASSUMPTION BY TRANSFEREE.  Except as otherwise provided in
Section 9.03, the admission of any Person as a Partner of the Partnership
under Section 9.04 shall be conditioned on such Person executing documents
reasonably required by the Managing General Partner for such Person to
assume the obligations of its transferor hereunder.

     9.11. REMEDIES FOR IMPERMISSIBLE TRANSFER.  Without limiting any
other remedies available to the Partnership or any of the other Partners,
upon any breach by a Partner of its obligations under this Article 9, the
Managing General Partner may, and, upon written demand of Partners owning
Equity Interests aggregating at least 20% of all the Equity Interests in
the Partnership, shall, so long as any breach by such Partner of its
obligations under such Article shall be continuing, withhold distributions
of Available Funds to such Partner.

     9.12. CERTIFICATES.  Upon the Partnership's issuance of any Class A
Units to any Person, the Partnership shall issue one or more Unit
Certificates in the name of such Person evidencing the number of such Class
A Units being so issued.  Unit Certificates shall be executed on behalf of
the Partnership by the Managing General Partner.  No Unit Certificate shall
be valid for any purpose until it has been countersigned by the Transfer
Agent.

     9.13. MUTILATED, DESTROYED, LOST OR STOLEN UNIT CERTIFICATES.

           (a)   If any mutilated Unit Certificate is surrendered to the
Transfer Agent, the Managing General Partner shall execute, and the
Transfer Agent shall countersign and deliver in exchange therefor, a new
Unit Certificate evidencing the same number of Class A Units as the Unit
Certificate so surrendered.

           (b)   The Managing General Partner shall execute, and the
Transfer Agent shall countersign and deliver a new Unit Certificate in
place of any Unit Certificate previously issued if the Record Holder of the
Unit Certificate:

           (i)   makes proof by affidavit, in form and substance
     satisfactory to the Managing General Partner, that a previously
     issued Unit Certificate has been lost, destroyed or stolen;

           (ii)  requests the issuance of a new Unit Certificate before
     the Partnership has notice that the Unit Certificate has been
     acquired by a purchaser for value in good faith and without notice of
     an adverse claim;







                                  30


<PAGE>


           (iii) if requested by the Partnership, delivers to the Managing
     General Partner a bond, in form and substance satisfactory to the
     Managing General Partner, with surety or sureties and with fixed or
     open penalty as the Managing General Partner may reasonably direct,
     in its sole discretion, to indemnify the Partnership, the Partners
     and the Transfer Agent against any claim that may be made on account
     of the alleged loss, destruction or theft of the Unit Certificate;
     and

           (iv)  satisfies any other reasonable requirements imposed by
     the Managing General Partner.

           (c)   As a condition to the issuance of any new Unit
Certificate under this Section 9.13, the Partnership may require the
payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including,
without limitation, the fees and expenses of the Transfer Agent) reasonably
connected therewith.

     9.14. RECORD HOLDERS.  The Partnership shall be entitled to recognize
the Record Holder as the Partner or assignee of a Partner with respect to
any Interest and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such Interest on the part of any
other Person, regardless of whether the Partnership shall have actual or
other notice thereof, except as otherwise provided by law or any applicable
rule, regulation, guideline or requirement of any national securities
exchange on which the Class A Units may be listed for trading.  Without
limiting the foregoing, when a Person (such as a broker, dealer, bank,
trust company or clearing corporation or an agent of any of the foregoing)
is acting as nominee, agent or in some other representative capacity for
another Person in acquiring and/or holding Class A Units, as between the
Partnership on the one hand, and such other Persons on the other, such
representative Person (i) shall be the Partner or assignee of a Partner (as
the case may be) of record and beneficially, and (ii) shall be bound by
this agreement and shall have the rights and obligations of a Partner or
assignee of a Partner (as the case may be) hereunder and as provided for
herein.  The foregoing provisions of this Section 9.14 shall not affect the
meaning or interpretation of any other provision of this agreement that
refers to "indirect" or "beneficial" ownership or holdings or similar
terms.

     9.15. REGISTRATION OF TRANSFER OF CLASS A UNITS.

           (a)   The Partnership shall keep or cause to be kept on behalf
of the Partnership a register in which, subject to such reasonable
regulations as it may prescribe, the Partnership will provide for the
registration of Transfers of Class A Units.  The Transfer Agent is hereby
appointed registrar and transfer agent for the purpose of registering Class
A Units and Transfers of Class A Units as herein provided.  The Partnership
shall not recognize Transfers of Unit Certificates representing Class A
Units unless such Transfers are effected in the manner described in this
Section 9.15. Upon surrender for registration of transfer of any Class A
Units evidenced by a Unit Certificate, and subject to the provisions of
subsection 9.15(b), the Managing General Partner shall execute, and the
Transfer Agent shall countersign and deliver, in the name of the holder or
the designated transferee or transferees, as required pursuant to the
holder's instructions, one or more new Unit Certificates evidencing the
same aggregate number of Class A Units as was evidenced by the Unit
Certificate so surrendered.











                                  31


<PAGE>


           (b)   Except as otherwise provided in Section 9.14, the
Partnership shall not recognize any Transfer of Class A Units until the
Unit Certificates evidencing such Class A Units are surrendered for
registration of Transfer and such Unit Certificates are accompanied by a
Transfer Application duly executed by the transferee (or the transferee's
attorney-in-fact duly authorized in writing).  Each Unit Certificate
surrendered for registration of Transfer shall be canceled by the Transfer
Agent.  No charge shall be imposed by the Partnership for such Transfer;
PROVIDED, HOWEVER, that as a condition to the issuance of any new Unit
Certificate under this Section 9.15, the Partnership may require the
payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed with respect thereto.

           (c)   A transferee who has completed and delivered a Transfer
Application shall be deemed to have (i) requested admission to the
Partnership as a Limited Partner (unless its transferor is a General
Partner, it elects in writing to be a General Partner and, pursuant to all
applicable provisions of this agreement (including, without limitation, the
provisions of subsection 4.02(d), such transferee is entitled to be
admitted as a General Partner), (ii) agreed to be bound by this agreement
as a Limited Partner or (if such transferee has made an election as
contemplated in clause (i) above) General Partner having the same
obligations hereunder as were held by its transferor; PROVIDED, HOWEVER,
that no such transferee shall be bound by any amendment to this agreement
of the character described in the first PROVISO to subsection 11.01(b)
unless such amendment was approved by its transferor, (iii) represented and
warranted that such transferee has the right, power and authority and, if a
natural Person, the capacity to enter into this agreement, and (iv) granted
the powers of attorney set forth in this agreement.

     9.16. RETAINED INTEREST PURCHASE.

           (a)   On the terms set forth in this Section 9.16, JMB Partner
and BPHI (or its designee) shall have the right to sell or purchase,
respectively, all, but not less than all, of the Remaining JMB Units at a
price equal to the Remaining JMB Units Purchase Price (the "Remaining JMB
Units Purchase").

           (b)   The Managing General Partner shall deliver written notice
(the "245 Park Avenue Sale Notice") of the 245 Park Avenue Sale Date to JMB
Partner no more than ten (10) days following the 245 Park Avenue Sale Date.

           (c)   At any time on or after the Remaining JMB Units Purchase
Trigger Date to and including the Remaining JMB Units Purchase Notice
Deadline, each of JMB Partner and BPHI (or its designee) may deliver notice
(a "Remaining JMB Units Purchase Notice") to the other party that it
intends to sell or purchase, as the case may be, in accordance with each
provision of this Section 9.16, all, but not less than all, of the
Remaining JMB Units to or from the other party, as the case may be.  BPHI
shall designate a Business Day (such Business Day, the "Remaining JMB Units
Purchase Date") no later than the Remaining JMB Units Purchase Completion
Deadline but no earlier than twenty (20) days following the first effective
date under Section 11.11 of any Remaining JMB Units Purchase Notice
delivered pursuant to the immediately preceding sentence (the "First
Effective Date") upon which the Remaining JMB Units Purchase shall occur
and promptly notify JMB Partner of the Remaining JMB Units Purchase Date.

           (d)   If the Remaining JMB Units Purchase Price shall be the
Appraised Value, BPHI shall, in its sole discretion, promptly appoint an
Independent Valuation Expert to determine the Appraised Value (and promptly
notify JMB Partner of such appointment) and cause such Independent
Valuation Expert to deliver written notice to BPHI and JMB Partner of its
determination as to the Appraised Value no later than five (5) Business
Days prior to the Remaining JMB Units Purchase Date.   The determination of
the Appraised Value by such Independent Valuation Expert shall be
conclusive. The fees and expenses of the Independent Valuation Expert for
determining the Appraised Value shall be borne equally by BPHI and the JMB
Partner.


                                  32


<PAGE>


           (e)   The Remaining JMB Units Purchase shall occur on the
Remaining JMB Units Purchase Date at the principal office of the
Partnership.  On the Remaining JMB Units Purchase Date, the JMB Partner
shall cause to be delivered to BPHI an instrument in form reasonably
acceptable to BPHI assigning to BPHI all of the rights of JMB Partner in
and to the Remaining JMB Units against receipt by the JMB Partner, in U.S.
dollars in immediately available funds, of the Remaining JMB Units Purchase
Price.  In addition, if the Remaining JMB Units Purchase Trigger Date
relating to the Remaining JMB Purchase has arisen due to the occurrence of
a merger or consolidation as contemplated by clause (b) of the definition
of Remaining JMB Units Purchase Trigger Date, the Partnership shall pay to
JMB Partner in immediately available funds on the Remaining JMB Units
Purchase Date, the Partnership shall pay to JMB Partner in immediately
available funds on the Remaining JMB Units Purchase Date, an amount equal
to the excess of (a) the Applicable Merger Payment (without giving effect
to the operation of proviso in the definition of Applicable Merger Payment
with respect to the Merger Gross-Up payable with respect to such merger or
consolidation) over (b) the Merger Gross-Up paid with respect to such
merger or consolidation.  Any and all transfer or similar taxes payable by
reason of the occurrence of the Remaining JMB Units Purchase shall be paid
by the JMB Partner.  The Remaining JMB Units Transferred pursuant to the
Remaining JMB Units Purchase shall be free and clear of any claims or
security interests of any Person (and the instrument of transfer shall
contain a warranty to such effect by JMB Partner).


               ARTICLE 10 - DISSOLUTION AND TERMINATION

     10.01.      EVENTS OF DISSOLUTION.  The Partnership shall continue
until December 31, 2095 unless sooner dissolved by:

           (a)   the affirmative vote of Partners constituting (i) BPHI
Partner and (ii) the holders of not less than two-thirds of all the Equity
Interests then outstanding and not less than two-thirds of all Additional
Equity Interests then outstanding (if any);

           (b)   any event which makes it unlawful for the business of the
Partnership to be carried on by the Partners;

           (c)   the death, withdrawal, retirement, resignation,
expulsion, Bankruptcy, liquidation or dissolution of the Managing General
Partner or the occurrence of any other event that terminates the continued
membership of the Managing General Partner as a general partner of the
Partnership; PROVIDED, HOWEVER, that the Managing General Partner shall
neither withdraw, retire or resign from the Partnership nor liquidate,
dissolve or effect or permit any act or event constituting the Bankruptcy
of the Managing General Partner, in each case unless a successor managing
general partner shall have been, or contemporaneously is being, admitted to
the Partnership in accordance with Section 10.02 of this agreement;

           (d)   the death, withdrawal, retirement, expulsion, Bankruptcy,
liquidation, or dissolution of any Additional General Partner or the
occurrence of any other event that terminates the continued membership of
any Additional General Partner as a general partner of the Partnership,
unless at the time there is a Managing General Partner (it being understood
that, if there is a Managing General Partner existing at the time of any
such event, the Managing General Partner shall carry on the business of the
Partnership and the Partnership shall not be dissolved, with the result
that, in such circumstances, action pursuant to Section 10.02 hereof shall
not be necessary to continue the business of the Partnership);

           (e)   the entry of a decree of judicial dissolution of the
Partnership under the Act; or

           (f)   the sale, exchange or other disposition of all or
substantially all of the Partnership's assets.




                                  33


<PAGE>


     10.02.      CONTINUANCE OF THE PARTNERSHIP.  Notwithstanding the
provisions of Section 10.01, upon the occurrence of an event described in
subsection 10.01(c) or (if, at the applicable time, there shall be no
Managing General Partner) subsection 10.01(d) hereof, the remaining
Partners shall have the right to continue the business of the Partnership.
Such right may be exercised only by the affirmative vote of the Required
Partners, within 90 days after the occurrence of an event described in
subsection 10.01(c) or (if, at the applicable time, there shall be no
Managing General Partner) subsection 10.01(d) hereof, to continue the
business of the Partnership and the selection of a successor Managing
General Partner under the terms of Section 9.06.  If not so exercised, the
right of the Partners to continue the business of the Partnership shall
expire and the Partnership's affairs shall be wound up as provided in
Section 10.03.

     10.03.      LIQUIDATION OF PARTNERSHIP ASSETS.

           (a)   Subject to the provisions of subsection 10.03(e), in the
event of dissolution pursuant to Section 10.01, the Partnership shall
continue solely for purposes of winding up the affairs of, achieving a
final termination of, and satisfaction of the creditors of, the
Partnership.  The Managing General Partner (or, if there is no Managing
General Partner remaining, any Person elected by the affirmative vote of
Partners constituting (i) BPHI Partner and (ii) the holders of not less
than two-thirds of all the Equity Interests then outstanding and not less
than two-thirds of all Additional Equity Interests (if any) then
outstanding (the "Liquidator")) shall be responsible for oversight of the
winding up and dissolution of the Partnership.  The Liquidator shall obtain
a full accounting of the assets and liabilities of the Partnership and such
Partnership assets shall be liquidated as promptly as the Liquidator is
able to do so without any undue loss in value, with the proceeds therefrom
applied and distributed in the following order:

           (1)   First, to the discharge of Partnership debts and
     liabilities to creditors, including (to the extent permitted by law)
     creditors that are Partners;

           (2)   Second, to the discharge of Partnership debts and
     liabilities to the Partners (to the extent not covered in clause (1)
     above);

           (3)   The balance, if any, except as provided in the last
     sentence of subsection 4.03(a), to the Partners in proportion to
     their Equity Interests, as adjusted to reflect the terms of any
     Additional Equity Interests (it being understood that the
     distributions contemplated by this clause (3) in respect of any Class
     A Unit shall be the same as the distribution in respect of each other
     Class A Unit).

           (b)   In accordance with the provisions of subsection 10.03(a),
the Liquidator shall proceed without any unnecessary delay to sell and
otherwise liquidate the Partnership assets; PROVIDED, HOWEVER, that if the
Liquidator shall determine that an immediate sale of part or all of the
Partnership assets would cause undue loss to the Partners, the Liquidator
may defer the liquidation except (i) to the extent provided by the Act or
(ii) as may be necessary to satisfy the debts and liabilities of the
Partnership to Persons other than the Partners (but only in their
capacities as Partners).












                                  34


<PAGE>


           (c)   If, in the sole and absolute discretion of the
Liquidator, there are Partnership assets that the Liquidator will not be
able to liquidate, or if the liquidation of such assets would result in
undue loss to the Partners, the Liquidator may distribute such Partnership
assets to the Partners in-kind, in lieu of cash, as tenants-in-common (each
having an interest therein proportionate to its Equity Interest, as
adjusted to reflect the terms of any Additional Equity Interests owned by
such Partner, it being understood that the distributions contemplated by
this subsection (c) in respect of any Class A Unit shall be the same as
such distributions in respect of each other Class A Unit)) in accordance
with the provisions of subsection 10.03(a). The foregoing notwithstanding,
such in-kind distributions shall only be made if in the Liquidator's good
faith judgment that is in the best interest of the Partners.

           (d)   Upon the complete liquidation and distribution of the
Partnership assets, the Partners shall cease to be Partners of the
Partnership, and the Liquidator shall execute, acknowledge and cause to be
filed all certificates and notices required by law to terminate the
Partnership.  Upon the dissolution of the Partnership pursuant to Section
10.01, the Liquidator shall cause to be prepared, and shall furnish to each
of the Partners, a statement setting forth the assets and liabilities of
the Partnership.  Promptly following the complete liquidation and
distribution of the Partnership assets, the Liquidator shall furnish to
each Partner a statement showing the manner in which the Partnership assets
were liquidated and distributed.

     10.04.      TIME FOR WINDING-UP.  Anything in this Article 10
notwithstanding, a reasonable time shall be allowed for the orderly
winding-up of the business and affairs of the Partnership and the
liquidation of the Partnership assets in order to minimize any potential
for losses as a result of such process.  During the period of winding-up,
this agreement shall remain in full force and effect and shall govern the
rights and relationships of the Partners INTER SE.


                    ARTICLE 11 - GENERAL PROVISION

     11.01.      ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS.

           (a)   This agreement contains the entire agreement among the
parties and supersedes all prior written or oral agreements among them
respecting the subject matter hereof.  Without limiting the generality of
the immediately preceding sentence, in the event of any inconsistency
between the Plan and this agreement, the provisions of this agreement shall
govern.

           (b)   Except for amendments authorized under subsection
11.01(c), this agreement may not be amended without the approval in writing
of Partners constituting (i) the Managing General Partner and BPHI Partner
and (ii) the holders of not less than two-thirds of all the Equity
Interests then outstanding and not less than two-thirds of all Additional
Equity Interests (if any) then outstanding; PROVIDED, HOWEVER, that no
amendment hereunder that has the effect of (A) amending this subsection
11.01(b) or subsection 11.01(c) or the definition of any term used in this
subsection 11.01(b) or subsection 11.01(c), (B) amending subsection
11.08(b), (C) converting all or any part of a Limited Partner's Interest
into a general partner interest, (D) imposing any personal liability on any
Limited Partner or (E) altering the Equity Interest of any Partner (other
than pursuant to subsection 7.12(b)) shall be effective against such
Partner without such Partner's written consent thereto; and PROVIDED,
FURTHER, that, until the Public Market Effective Date, without the written
consent of the Required Unrestricted Unitholders, no amendment hereto may
have the effect of (1) impairing any Partner's rights under Section 9.08,
(2) amending Article 6 or the definition of any term used in Article 6, (3)
amending Section 9.03 or otherwise imposing (except as may hereafter be
required by virtue of any change in applicable law) any additional
restrictions on the Transfer of any Unrestricted Units, (4) amending the



                                  35


<PAGE>


last sentence of subsection 9.05(b), (5) amending the definition of
Unrestricted Units or the definition of any term used in such definition,
(6) amending Article 5, (7) providing additional exculpations or greater
rights of indemnification of any General Partner, (8) amending the
definition of Unit Value, the PROVISO to the second sentence of subsection
4.02(a) or the PROVISO at the end of subsection 4.02(a), (9) amending
Sections 7.07 through 7.10, (10) amending the PROVISO to subsection
7.05(b), (11) amending the last sentence of subsection 9.05(a), (12)
amending the definition of Public Market Effective Date or the definition
of Related Person or (13) amending the definition of any term used only in
the articles, sections or provisions referred to in the preceding clauses
(1) through (12).  Except for amendments authorized under Section 11.01(c),
in addition, without the written consent of JMB Partner, no amendment
hereto shall have the effect of amending (i) until the occurrence of a JMB
Disqualification Event, (v) subsection 4.02(d), (w) the last sentence of
subsection 6.02(a), (x) the last sentence of Section 7.09, (y) subsection
7.11(e) or (z) the last sentence of subsection 9.05(a) and (ii) at any
time, Section 7.13, Section 7.14, Section 7.15, Section 9.08 or Section
9.16 (or amending any definition of any term that is used only in any of
such Sections).

           (c)   In addition to any amendments otherwise authorized
herein, amendments may be made to this agreement from time to time by the
Managing General Partner, without the consent of any of the other Partners,
(i) to add to the duties or obligations of the Managing General Partner or
surrender any right or power granted to the Managing General Partner
herein, for the benefit of the other Partners, (ii) to cure any ambiguity,
to correct or supplement any provision herein that may be inconsistent with
any other provision herein, or to make any other provisions with respect to
matters or questions arising under this agreement that will not be
inconsistent with the provisions of this agreement, (iii) to reflect the
conversion to Class A Units of any Class B Units, (iv) to reflect the
cancellation of any Class B Units as contemplated in Section 4.03, (v) to
amend SCHEDULE I hereto to reflect the addition or substitution of
Partners, (vi) to adjust the Equity Interest of a Partner pursuant to
subsection 7.12(b), (vii) to admit any Additional General Partner or
provide for rights and obligations of such Additional General Partner in
accordance with the provisions of subsection 4.02(b) or to convert all or
any part of the Interest of any Additional General Partner into a limited
partnership Interest pursuant to the provisions of subsection 4.02(c) or
(viii) to document the issuance of Class A Units or Additional Equity
Interests pursuant to Section 4.02 or any exercise of the Conversion Right
or any similar conversion right; PROVIDED, HOWEVER, that no amendment made
pursuant to this subsection 11.01(c) shall (x) have any of the effects
referred in (A) either of the PROVISOS to the first sentence of subsection
11.01(b) or (B) the last sentence of subsection 11.01(b).

           (d)   No Partner may be charged with any waiver of its rights
hereunder unless such waiver shall be set forth in a writing signed by such
Partner.

     11.02.      APPOINTMENT OF ATTORNEY OR AGENT.

           (a)   Each Partner by its execution hereof or any assumption
instrument contemplated in Section 9.10 does irrevocably constitute and
appoint the Managing General Partner (which term shall include the
Liquidator, in the event of a liquidation, for purposes of this Section
11.02) as attorney-in-fact with full power of substitution, as its true and
lawful attorney, in its name, place and stead (but solely in such Partner's
capacity as a Partner) to make, execute, acknowledge, swear to and file in
the appropriate public offices (i) the Certificate, (ii) all amendments to
this agreement or to the Certificate required by law or authorized or
required by the provisions of this agreement or the Certificate, (iii) all
certificates and other instruments necessary to qualify or continue, the
Partnership as a limited partnership in the states or countries where the
Partnership is doing or intends to do business, (iv) any other instrument
which may be required to be filed by the Partnership under the laws of any



                                  36


<PAGE>


state or governmental agency, or which the Managing General Partner deems
advisable to file, and (v) all conveyances and other instruments necessary
to effect the continuation of the Partnership or the admission, withdrawal
or substitution of any Partner pursuant to Article 9 or to effect the
Partnership's dissolution and termination pursuant to Article 10; PROVIDED,
HOWEVER, that the provisions of this Section 11.02 shall not be construed
to authorize the taking of any action that would cause any Limited Partner
to have any personal liability.

           (b)   The powers of attorney granted herein shall be deemed to
be coupled with an interest and shall be irrevocable and survive the
dissolution, death or incompetency of the Partners.  In the event of any
conflict between this agreement and any instruments executed or filed by
such attorney pursuant to the power of attorney granted in this Section
11.02, this agreement shall control.

     11.03.      CONSTRUCTION.  The singular shall be deemed to include
the plural and vice versa.  Accounting terms used herein have the meanings
provided therefor under GAAP.

     11.04.      GOVERNING LAW.  This agreement is governed by and shall
be construed in accordance with the law of the State of Delaware.

     11.05.      FURTHER ASSURANCES.  The parties agree to execute and
deliver all such documents, provide all such information and take or
refrain from taking any action as may be necessary or desirable to achieve
the purposes of this agreement and the Partnership.

     11.06.      TITLES AND CAPTIONS.  All articles or section titles or
captions in this agreement are solely for convenience and shall not be
deemed to be part of this agreement or otherwise define, limit or extend
the scope or intent of any provision hereof.

     11.07.      BINDING AGREEMENT.  This agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto, and their respective
heirs, executors, personal representatives, successors and permitted
assigns.

     11.08.      WAIVER OF PARTITION; APPRAISAL RIGHTS.

           (a)   Each of the parties hereto irrevocably waives during the
term of the Partnership any right that it may have to maintain any action
for partition with respect to any property of the Partnership.

           (b)   The Limited Partners and JMB Partner shall have, in
respect of the Class A Units only, the appraisal rights contemplated in
Section 17-212 of the Act to the same extent as would be available to a
shareholder of a corporation organized under the laws of the State of
Delaware.

     11.09.      COUNTERPARTS AND EFFECTIVENESS.  This agreement may be
executed in several counterparts, which shall be treated as originals for
all purposes, and as so executed shall constitute one agreement, binding on
all of the parties hereto, notwithstanding that all the parties are not
signatory to the original or the same counterpart.  Any such counterpart
shall be admissible into evidence as an original hereof against each Person
who executed it.  The execution and delivery of this agreement by facsimile
shall be valid and binding for all purposes.












                                  37


<PAGE>


     11.10.      WAIVER OF TRIAL BY JURY.  Each Partner, by its execution
and delivery of this agreement, waives any and all rights it may have to
trial by jury of any matter, cause, dispute or other claim arising under
this agreement or otherwise relating to the Partnership.

     11.11.      NOTICES.  All notices required or desired to be given to
a Partner or an assignee of a Partner shall be given to it in writing at
its address specified in the books of the Partnership.  Any such notice may
be given by hand delivery, reputable courier service, certified mail or
telecopier.  Each such notice shall be effective (i) in case given by mail,
two days after mailing, postage prepaid, and (ii) in all other cases, upon
receipt.

























































                                  38


<PAGE>


     IN WITNESS WHEREOF, each of the undersigned has signed this agreement
as set forth below to be effective as of the date first above written.



                      BROOKFIELD FINANCIAL PROPERTIES, INC.

                      By:
                            ------------------------------
                            Name:
                            Title:



                      BROOKFIELD PROPERTIES HOLDINGS INC.

                      By:
                            ------------------------------
                            Name:
                            Title:



                      BATTERY PARK PARTNERS

                      By:   BROOKFIELD PROPERTIES HOLDINGS
                            INC., a general partner

                      By:
                            ------------------------------
                            Name:
                            Title:



                      OLYMPIA & YORK TOWER B COMPANY

                      By:   O&Y TOWER B HOLDING COMPANY,
                            a general partner

                      By:   BROOKFIELD PROPERTIES HOLDINGS
                            INC., a general partner

                      By:
                            ------------------------------
                            Name:
                            Title:



                      WFP II LLC

                      By:
                            ------------------------------
                            Name:
                            Title:














                                  S-1


<PAGE>


                      JMB 245 PARK AVENUE HOLDING COMPANY, LLC

                      By:   JMB/245 PARK AVENUE ASSOCIATES,
                            LTD., its managing member

                      By:   JMB PARK AVENUE, INC., a general
                            partner

                      By:
                            ------------------------------
                            Name:
                            Title:

                      BROOKFIELD FINANCIAL PROPERTIES, INC., as
                      authorized signatory for the Limited Partners
                      identified on SCHEDULE I annexed hereto (other
                      than BPHI Partner and WFP II)

                      By:
                            ------------------------------
                            Name:
                            Title:
















































                                  S-2


<PAGE>


                              SCHEDULE I
                              ----------

               Partners and Units; Reorganization Value
               ----------------------------------------



                                            CLASS A       CLASS B-A
                                             UNITS          UNITS
                                            -------       ---------

I.   Partners
     --------

     General Partners
     ----------------

     Brookfield Financial
     Properties, Inc.                     1,052.702        105.4016

     JMB 245 Park Avenue Holding
     Company, LLC                           567.375               0

     Limited Partners

     Brookfield Properties
     Holdings Inc.                       42,733.972      4,440.5218

     Olympia & York Tower B Company       8,293.574        796.7362

     Battery Park Partners               40,415.631      4,657.3404

     WFP II LLC                           5,460.624               0

     The Chase Manhattan Bank                15.000               0

     The Chase Manhattan Bank                24.000               0

     The First National Bank of Chicago       9.000               0

     George Iacobescu                         2.000               0

     Vinay Kapoor                             4.000               0

     Merrill Lynch/WFC/L, Inc.              392.000               0

     UBS AG                                 165.000               0

     Teachers Insurance and
       Annuity Association of America       318.000               0

     Monsanto Company                         6.000               0

     Aluminum Company of America              4.000               0

     Brookfield Financial Properties,
       L.P., as Disbursing Agent             12.000               0
                                        -----------      ----------

         TOTAL                           99,474.878          10,000
                                        ===========      ==========


II.  REORGANIZATION VALUE
     --------------------







<PAGE>


                                  EXHIBIT A to the Amended and
                                  Restated Agreement of Limited
                                  Partnership of Brookfield
                                  Financial Properties, L.P.
                                  -----------------------------




               UNIT CERTIFICATE EVIDENCING CLASS A UNITS
                  REPRESENTING PARTNERSHIP INTERESTS
               IN BROOKFIELD FINANCIAL PROPERTIES, L.P.


No. ____________________ Class A Units (Unrestricted Units/Not
Unrestricted Units)

     In accordance with Section 9.12 of the Fourth Amended and Restated
Agreement of Limited Partnership of Brookfield Financial Properties, L.P.,
as amended, supplemented or restated from time to time (the "Partnership
Agreement"), Brookfield Financial Properties, L.P., a Delaware limited
partnership (the "Partnership"), hereby certifies that ____________________
(the "Holder") is the registered owner of Class A Units representing
partnership interests in the Partnership (the "Class A Units") transferable
on the books of the Partnership, in person or by duly authorized attorney,
upon compliance with all applicable provisions of Article 9 of the
Partnership Agreement and surrender of this Unit Certificate properly
endorsed and accompanied by a properly executed application for transfer of
the Class A Units represented by this Unit Certificate.  The rights and
limitations of the Class A Units are set forth in, and this Unit
Certificate and the Class A Units represented hereby are issued and shall
in all respects be subject to the terms and provisions of, the Partnership
Agreement.  If so indicated above, the Class A Units represented hereby are
"Unrestricted Units."  Copies of the Partnership Agreement are on file at,
and will be furnished without charge on delivery of written request to the
Partnership at, the principal office of the Partnership located at One
Liberty Plaza, New York, New York 10006.  Capitalized terms used herein but
not defined have the meaning given them in the Partnership Agreement.

     The Class A Units represented by this Unit Certificate are subject to
the transfer restrictions set forth in Article 9 of the Partnership
Agreement.  No purported transfer of such Class A Units shall be effective
for any purpose unless such transfer is effected in compliance with the
provisions of Article 9 of the Partnership Agreement.


























                                  A-1


<PAGE>


     This Unit Certificate shall not be valid for any purpose unless it
has been countersigned and registered by the Transfer Agent.


Dated:____________________  Brookfield Financial Properties, L.P.

                            By:   Brookfield Financial Properties,
                                  Inc.,
                                  its managing general partner

                            By:
                                  ------------------------------
                                  President

                            By:
                                  ------------------------------
                                  Secretary


Countersigned by:

Brookfield Financial Properties, Inc.,
  as Transfer Agent


By:
     ------------------------------
     Authorized Signature










































                                  A-2


<PAGE>


[Reverse of Unit Certificate]



                             ABBREVIATIONS


     The following abbreviations, when used in the inscription on the face
of this Unit Certificate, shall be construed as follows according to
applicable laws or regulations:



TEN COM-   as tenants in common        UNIF GIFT MIN ACT-
TEN ENT-   as tenants by the entireties_________ Custodian __________
JT TEN-    as joint tenants with right (Cust)
           of survivorship and not as  Exhibit B to (Minor) under
           tenants in common           Uniform Gifts to Minors
                                       Act ____________________
                                             State


Additional abbreviations, though not in the above list, may also be used.




                      ASSIGNMENT OF CLASS A UNITS
                                  in
                 BROOKFIELD FINANCIAL PROPERTIES, L.P.




FOR VALUE RECEIVED, _______________________________ hereby assigns,
conveys, sells and transfers unto ______________________________


________________________________  ______________________________
(Please print or typewrite name   (Please insert Social Security
and address of Assignee)          identifying number of Assignee)




______________________________________________ Class A Units representing
partner interests evidenced by this Unit Certificate, subject to the
Partnership Agreement, and does hereby irrevocably constitute and appoint
____________________________ as its attorney-in-fact with full power of
substitution to transfer the same on the books of Brookfield Financial
Properties, L.P.


Date:___________________          NOTE:The signature to any endorsement
                                       hereon must correspond with the
                                       name as written upon the face of
                                       this Unit Certificate in every
                                       particular, without alteration,
                                       enlargement or change.


SIGNATURE(S) MUST BE GUARANTEED
BY A MEMBER FIRM OF THE NATIONAL  ______________________________
ASSOCIATION OF SECURITIES DEALERS,(Signature)
INC. OR BY A COMMERCIAL BANK OR
TRUST COMPANY
                                  ______________________________
                                  (Signature)


                                  A-3


<PAGE>


SIGNATURE(S) GUARANTEED


No transfer of the Class A Units evidenced hereby will be registered on the
books of the Partnership, unless the Unit Certificate evidencing the Class
A Units to be transferred is surrendered for registration of transfer and
an Application for Transfer of Class A Units has been executed by a
transferee either (a) on the form set forth below or (b) on a separate
application that the Partnership will furnish on request without charge.  A
transferor of the Class A Units shall have no duty to the transferee with
respect to execution of the transfer application in order for such
transferee to obtain registration of the transfer of the Class A Units.



                  __________________________________






















































                                  A-4


<PAGE>


                                  EXHIBIT B to the Amended and Restated
                                  Agreement of Limited Partnership of
                                  BROOKFIELD FINANCIAL PROPERTIES, L.P.
                                  -------------------------------------




               APPLICATION FOR TRANSFER OF CLASS A UNITS


     The undersigned ("Assignee") hereby applies for transfer to the name
of the Assignee of the Class A Units (or portion of a Class A Unit)
evidenced hereby.  Assignee acknowledges that it shall not be a Partner
unless and until this transfer is effected in accordance with the
provisions of Article 9 of the Fourth Amended and Restated Agreement of
Limited Partnership of Brookfield Financial Properties, L.P. (the
"Partnership"), as amended, supplemented or restated to the date hereof
(the "Partnership Agreement"), including, without limitation, the
requirement that any original Unit Certificates evidencing Class A Units be
surrendered to the Transfer Agent in accordance with Section 9.15 of the
Partnership Agreement.  Capitalized terms used herein have the meanings
given thereto in the Partnership Agreement.

     The Assignee (i) requests admission to the Partnership as a Limited
Partner (unless its transferor is a General Partner, it has elected in a
separate writing submitted with this application to be a General Partner
and, pursuant to all applicable provisions of the Partnership Agreement, it
is entitled to admission as a General Partner), (ii) agrees to be bound by
the Partnership Agreement as a Limited Partner or (if Assignee makes an
election in clause (i) above General Partner having the same obligations
under the Partnership Agreement as are held by its transferor; PROVIDED,
HOWEVER, that Assignee shall not be bound by any amendment to the
Partnership Agreement of the character described in the first PROVISO to
subsection 11.01(b) of the Partnership Agreement unless such amendment was
approved by its transferor, (iii) represents and warrants that Assignee has
the right, power and authority and, if a natural Person, the capacity to
enter into the Partnership Agreement, and (iv) grants the powers of
attorney set forth in Section 11.02 of the Partnership Agreement.


Date:
     ------------------------------



------------------------------    ------------------------------
Social Security or other          Signature of Assignee
identifying number of Assignee




------------------------------    ------------------------------
Purchase Price including          Name and Address of Assignee
commissions, if any














                                  B-1


<PAGE>


Partnership Status of Transferor (check one)

     [  ]  Managing General Partner
     [  ]  Additional General Partner
     [  ]  Limited Partner


Status of Units of Transferor (check one)

     [  ]  Unrestricted Units
     [  ]  Not Unrestricted Units


Type of Entity (check one):

     [  ]  Individual       [  ]  Partnership      [  ] Corporation

     [  ]  Trust            [  ]  Other (specify)_______________


Nationality (check one)

     [  ]  U.S. Citizen, Resident or Domestic Entity

     [  ]  Foreign Corporation         [  ]  Non-resident Alien


     If the U.S. Citizen, Resident or Domestic Entity Box is checked, the
following certification must be completed.

     Under Section 1445(e) of the Internal Revenue Code of 1986, as
amended (the "Code"), the Partnership must withhold tax with respect to
certain transfers of property if a holder of an interest in the Partnership
is a foreign person.  To inform the Partnership that no withholding is
required with respect to the undersigned interestholder's interest in it,
the undersigned hereby certifies the following (or, if applicable,
certifies the following on behalf of the interestholder).

































                                  B-2


<PAGE>


Complete Either A or B:


A.   Individual Assignee

     1.    I am not a non-resident alien for purposes of U.S. income
           taxation.

     2.    My U.S. taxpayer identification number (Social Security Number
           is ______________________________

     3.    My home address is______________________________


B.   Partnership, Corporation or Other Assignee

     1.    ______________________________ is not a foreign corporation.
           (Name of Assignee)
           foreign partnership, foreign trust or foreign estate (as
           those terms are defined in the Code and Treasury Regulations).

     2.    The Assignee's U.S. employer identification number is
           __________________________.

     3.    The Assignee's office address and place of incorporation
           (if applicable) is ____________________.


     The Assignee agrees to notify the Partnership within sixty (60) days
of the date the interestholder becomes a foreign person.

     The Assignee understands that this certificate may be disclosed to
the Internal Revenue Service by the Partnership and that any false
statement contained herein could be punishable by fine, imprisonment or
both.

     Under penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true,
correct and complete and, if applicable, I further declare that I have
authority to sign this document on behalf of


                      ___________________________
                      Name of Assignee


                      ___________________________
                      Signature and Date


                      ___________________________
                      Title (if applicable)


Note:  If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee holder or an agent of any of the foregoing, and
is holding for the account of any other person, this application should be
completed by an officer thereof or, in the case of a broker or dealer, by a
registered representative who is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc., or, in the case of any other nominee holder, a person
performing a similar function.  If the Assignee is a broker, dealer, bank,
trust company, clearing corporation, other nominee owner or an agent of any
of the foregoing, the above certification as to any person for whom the
Assignee will hold the Class A Units shall be made to the best of the
Assignee's knowledge.




                                  B-3