EXHIBIT 4-F
-----------
(Carlyle-XV)


                         LOAN MODIFICATION AGREEMENT
                                (Carlyle-XV)


      This Loan Modification Agreement ("Agreement") is executed as of this
_____ day of October, 1996, by and between CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XV, an Illinois limited partnership (the "Borrower"), and WELLS
FARGO BANK, N.A., as successor by merger to Crocker National Bank (the
"Bank").  This Agreement is executed based on the following facts and
understandings.

                                  RECITALS
                                  --------

      A.    On or about December 26, 1985, Borrower and the Bank entered
into that certain "Loan Agreement" pursuant to which the Bank made a loan
(the "Loan") to Borrower in the original principal amount of $22,750,000. 
The Loan was evidenced by a promissory note dated as of December 30, 1985
(the "Note").  All obligations of Borrower to the Bank arising out of or
relating to the Loan Agreement, the Note, or any other documents executed
pursuant to any of them, as they may be amended from time to time, are
secured by certain collateral described in a "Security Agreement" dated
December 26, 1985 and executed by Borrower in favor of the Bank (the
"Original Security Agreement").  The Loan Agreement, the Note, the Original
Security Agreement, and the other documents executed concurrently therewith
or at any time before the Closing Date pursuant thereto are hereafter
referred to as the "Original Loan Documents."

      B.    Borrower is a general partner of Maguire Thomas Partners-South
Tower (the "Partnership").  The other general partners of the Partnership
are Maguire Partners-Bunker Hill, Ltd. ("Maguire") and Carlyle Real Estate
Limited Partnership-XIV ("Carlyle 14").  The sole limited partner of the
Partnership was International Business Machines Corporation, a New York
Corporation ("IBM"), although its interest was recently acquired by
Maguire.  Borrower has requested the Bank's consent to the merger of the
Partnership into a limited liability company formed under California law to
be named Maguire Thomas Partners-South Tower, LLC (the "LLC"), and to the
Operating Agreement of Maguire Thomas Partners-South Tower, LLC dated as of
September 24, 1996 (the "LLC Operating Agreement"), which replaces the
"Partnership Agreement" of the former Partnership (as defined in the LLC
Operating Agreement).

      C.    Carlyle 14 is also indebted to the Bank.  On or about December
26, 1985, Carlyle 14 and the Bank entered into a "Loan Agreement" (the
"Carlyle 14 Loan Agreement") pursuant to which the Bank made a loan (the
"Carlyle 14 Loan") to Carlyle 14 in the original principal amount of
$12,250,000.  The Carlyle 14 Loan was evidenced by a "Promissory Note"
dated December 30, 1985 (the "Carlyle 14 Note").  All obligations of
Carlyle 14 to the Bank arising out of or relating to the Carlyle 14 Loan
Agreement, the Carlyle 14 Note, or any other documents executed at any time
pursuant to any of them as they might be amended in writing from time to
time were secured by certain collateral described in a "Security Agreement"
(the "Carlyle 14 Security Agreement") dated December 26, 1985 and executed
by Carlyle 14 in favor of the Bank.  The Carlyle 14 Loan Agreement, the
Carlyle 14 Note, and the Carlyle 14 Security Agreement, and the other
documents executed concurrently therewith or at any time pursuant thereto
by Carlyle 14 and/or the Bank are hereafter referred to as the "Original
Carlyle 14 Loan Documents."  The Original Carlyle 14 Loan Documents,
together with the amendments and supplements thereto (such as counterparts
corresponding to the New Documents as described in Section 3.1 from
Borrower) as are required by the Carlyle 14 Loan Modification Agreement
dated as of the date hereof (herein, together with that Carlyle 14 Loan
Modification Agreement, collectively called the "New Carlyle 14 Documents")
are herein collectively called the "Carlyle 14 Loan Documents."

      D.    Borrower's present and future obligations to the Bank are
secured by the "Collateral" described in ANNEX A hereto (the "Collateral").



      E.    The primary asset of the Partnership is an office building more
specifically described in EXHIBIT A attached hereto (herein, together with
the Partnership's right, title and interests in all equipment, fixtures,
inventory and other real and personal property located thereon or
associated therewith and all rights and interests appurtenant or related
thereto consisting of rents, issues, profits, leases, accounts, chattel
paper, instruments, general intangibles, contract rights and other rights
to payment, collectively called the "Property").  The Property is
encumbered by a lien in favor of Aetna Life Insurance Company, as successor
to the Aetna Casualty & Surety Company ("Aetna") in the original principal
amount of $200,000,000 (the "Aetna Loan").  The Partnership has negotiated
or is in the process of negotiating and documenting a modification of the
Aetna Loan with a maturity of September 1, 2003 (the "Aetna Restructuring")
pursuant to a Modification and Extension Agreement dated as of
September 19, 1996, and certain "Amended Loan Documents" described therein
(herein collectively called the "Aetna Restructuring Documents").  The
"Aetna Loan Documents" include all "Loan Documents" defined in the Aetna
Restructuring Documents, together with the Aetna letter agreement dated
October 24, 1996 "Re Payment of Management Fee" (the "Aetna Manager Fee
Transfer Approval") and the "Letter Agreement" dated September 30, 1996
referenced therein (the "Manager's Letter Agreement") among Carlyle, the
LLC and Maguire/Thomas Partners Development Ltd. (herein, together with its
successors and assigns called, "Property Manager"), the Company
Acknowledgment and Consent dated as of the date hereof among Maguire,
Property Manager, LLC, Carlyle and Bank of America NT&SA (the "Manager's
Warranty"), and the Acknowledgment and Agreement dated September 25, 1996,
executed by Aetna in favor of the Bank (the "Aetna/WFB Acknowledgment").

      F.    The obligations evidenced by the Note matured on December 1,
1994.  As of that date, the principal outstanding under the Note totalled
$12,250,000.  Interest continued to accrue thereafter at the rate
applicable after maturity.  Borrower has asked the Bank to modify and
extend the maturity date of the Loan approximately to coincide with the
maturity date of the Aetna Loan after completion of the Aetna
Restructuring.  Borrower has also asked the Bank to consent to the Aetna
Restructuring Documents.   

      G.    Subject to the terms and conditions set forth in this
Agreement, the Bank is willing to modify and extend the maturity date of
the Loan, to make certain other modifications to the Original Loan
Documents as expressly set forth below, and otherwise to do what is
expressly required for the Bank to do in this Agreement.


                                  AGREEMENT
                                  ---------

      WHEREFORE, for fair and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as
follows:

      1.    ACKNOWLEDGEMENTS, DEFINITIONS.

            1.1   RELATION TO PAST.  Borrower acknowledges, agrees,
represents and warrants that the Recitals set forth above are true and
correct.  Borrower further acknowledges and agrees that, except as
expressly revised as set forth herein, the Original Loan Documents remain
fully valid, binding and enforceable in accordance with their respective
express, written terms, subject to no claims, defenses, or offsets of any
kind.

            1.2   DEFINITION OF "LOAN DOCUMENTS".  The term "Loan
Documents" used in this Agreement and in Article III of the Loan Agreement
(and elsewhere in the Loan Agreement) shall be deemed to refer not only to
the Original Loan Documents, but also to this Agreement, the New Documents,
all documents and agreements executed pursuant thereto, and all other duly
executed written amendments or supplements thereto or modifications
thereof.  The New Documents are Loan Documents under all of the Original
Loan Documents.  References to the "Partnership" in Article III of the Loan
Agreement shall be deemed to also refer to the LLC, such that, for example,
Section 3.5 of the Loan Agreement which contains a representation and
warranty that there is also no action, suit or proceeding pending against
the Partnership shall be deemed to also constitute a representation and
warranty that, to the extent applicable, as of the date hereof, there is
also no action, suit or proceeding pending against the LLC.  As used in the
Original Loan Agreement, the following definitions are also modified as
follows for the purposes of the Loan Documents:  (a) the "Partnership
Agreement" also includes the LLC Operating Agreement; (b) "Bank" means
Wells Fargo Bank, N.A. and its successors and assignees; and (c) "Security
Agreement" means collectively the Original Security Agreement and the
Supplemental Security Agreement.  Except as otherwise expressly provided in
this Agreement, the terms used herein and defined in the California Uniform
Commercial Code as amended or recodified from time to time ("UCC") shall be
used in this Agreement with that defined meaning.

      2.    AGREEMENTS BY THE BANK.  Subject to the satisfaction of the
conditions precedent set forth in Section 3 below, the Bank agrees as
follows:

            2.1   NEW NOTE.  To modify the Note in accordance with the
terms set forth in a "New Note" in the form of EXHIBIT B attached hereto,
such that (among other things):

                  (a)   The principal amount shall be equal to the amount
stated in the New Note (calculated as to the sum of all outstanding
principal plus all accrued and unpaid interest (at the rate applicable
under the Note after maturity) from and after December 1, 1985 through the
"Closing Date" (defined below) plus a capitalized restructuring fee.  The
restructuring fee is approximately equal to the difference between (i) the
total amount of interest payments made under the Note from and after
December 1, 1985 through the Closing Date, plus accrued and unpaid interest
owing on the Note, and (ii) the amount which would have been paid under the
Note if the interest rate applicable thereunder for the period from
December 1, 1985 through the Closing Date equalled seventeen percent (17%)
per annum computed on the basis of a 360 day year for actual days elapsed; 
                  (b)   The maturity date shall be extended until the first
to occur of (i) September 1, 2003, or (ii) acceleration due to the
occurrence of an "Event of Default";

                  (c)   Interest shall accrue on the outstanding principal
amount of the New Note at a rate per annum prior to maturity of seventeen
percent (17%) per annum, and after maturity at a rate per annum equal to
the greater of (i) seventeen percent (17%) per annum, or (ii) the "Prime
Rate" (being charged by the Bank from time to time, changing with each
change in such Prime Rate) plus five percent (5%), in either case, based on
a 360-day year for actual days elapsed.

                  (d)   The Loan (and all costs and expenses and other
payment obligations of Borrower) may be prepaid at any time without
penalty; and

                  (e)   The New Note interest and principal shall be due
when and to the extent that any Subject Disbursements, Management
Disbursements, or other Collateral or proceeds are available in cash, and
such amounts shall be allocated first to expenses and other amounts due
other than principal and interest, then to interest and then to principal. 
However, notwithstanding the foregoing, so long as the Property Manager is
obligated to make monthly installment payments (each a "Manager's Payment")
of the Management Disbursements to Borrower or the Bank under the Manager's
Letter Agreement (or the LLC is obligated to withhold any portion of any
installment of the $300,000 payment from Property Manager, if requested by
Carlyle or the Bank), Borrower's sixty-five percent (65%) share of $25,000
shall be due under the New Note no later than thirty (30) days after the
date the Bank gives written notice to Property Manager or Maguire (with a
copy to Borrower), or notice directly to Borrower, of the failure of
Property Manager or Maguire to pay such installment payment within the five
(5) day cure period following the date such installment payment is due. 
Since such installment is due on the first day of each calendar month under
the Manager's Letter Agreement, the corresponding payment on the New Note
shall be due and owing to the Bank on the same date, subject to such cure
period.

            2.2   ADDITIONAL ADVANCE.  Subject to and upon the terms and
conditions stated in this Agreement, the Bank shall advance for the account
of Borrower Six Hundred Fifty Thousand and No/100 Dollars ($650,000.00) as
additional indebtedness evidenced by the New Note.  Such advance shall be
disbursed by the Bank directly to the escrow for the Aetna Restructuring in
order to satisfy Borrower's share of the funds required by Aetna as a
condition to the closing of that transaction, and Borrower hereby
unconditionally consents to that direct disbursement of such additional
advance.

            2.3   OTHER MODIFICATIONS.  The Original Loan Documents shall
be deemed to have been modified and supplemented as expressly set forth in
this Agreement, including by the New Documents described below.  However,
except as otherwise expressly so amended or supplemented by New Documents,
the Original Loan Documents remain in full force and effect.

      3.    CONDITIONS PRECEDENT.  It shall be a condition precedent to
each and every obligation of the Bank to Borrower under this Agreement that
each of the following shall be satisfied (the date the satisfaction of
which shall be referred to as the "Closing Date"), which Closing Date shall
be no later than October 31, 1996 (as to which time is of the essence):

            3.1   DOCUMENTS.  The Bank shall have received originals of the
following documents from Borrower, each in form and substance satisfactory
to the Bank, and each of which shall have been duly executed by all parties
thereto (herein collectively called the "New Documents"):
                                                         
                  (a)   this Agreement (or a counterpart thereof);

                  (b)   the "New Note" substantially in the form of EXHIBIT
B attached hereto;

                  (c)   a "Release" in substantially the form of EXHIBIT C
attached hereto;

                  (d)   a "Wells Fargo Bank Addendum" to the LLC Operating
Agreement executed by Maguire and in form and substance satisfactory to the
Bank;

                  (e)   a "Notice of Assignment and Acknowledgement of
Receipt" in the form of EXHIBIT D attached hereto executed by the LLC and
each of the members thereof;

                  (f)   a "Notice of Assignment and Acknowledgement of
Receipt" in the form of EXHIBIT D attached hereto executed by the Property
Manager (defined below);

                  (g)   a "Security Agreement" in the form of EXHIBIT E
attached hereto (the "Supplemental Security Agreement");

                  (h)   a "UCC-1 Financing Statement," and an amendment to
the existing UCC financing statement, each in the form of EXHIBIT F
attached hereto; and

                  (i)   the Aetna Manager's Fee Transfer Approval, the
Manager's Letter Agreement, the Manager's Warranty, and the Aetna/WFB
Acknowledgment in form and substance satisfactory to the Bank.

            3.2   COLLATERAL.  The Bank shall have received a duly
perfected security interest of no less than first priority in all
Collateral described in ANNEX A hereto.

            3.3   EXTENSION FEES.  Borrower shall have paid to the Bank an
"Extension Fee" in cash or immediately available funds equal to $32,430. 
Furthermore, the Bank shall have received in cash or in immediately
available funds from Carlyle 14 a separate extension fee of $17,570. 

            3.4   COSTS AND ATTORNEYS' FEES.  Borrower shall have
reimbursed the Bank for all costs, expenses, and reasonable attorneys' fees
incurred between January 1, 1996, and the Closing Date in connection with
the defense, protection, exercise of the Bank's rights under, or
enforcement of, the Original Loan Documents, in responding to claims and
disputes raised by any of Borrower's partners in the Partnership or Aetna,
in negotiating and documenting the terms of this Agreement and the other
New Documents (and the superseded negotiations of other related matters),
in reviewing and commenting upon the Aetna loan transaction and other
matters potentially threatening or affecting the Collateral, in reviewing
and commenting upon the restructuring of the Partnership into an LLC and
negotiating and documenting the LLC Operating Agreement, and any and all
potential amendments to the Partnership Agreement and the LLC Operating
Agreement, and any other costs, expenses or charges of the type described
in Section 6.4 below (which sum is set forth  in Annex B attached hereto
and is payable 65% from Borrower and 35% from Carlyle 14).

            3.5   AETNA RESTRUCTURING.  The Bank shall have received
evidence satisfactory to the Bank indicating that the Partnership (and/or
the LLC) and Aetna have modified the Aetna Loan and Aetna Restructuring
Documents on terms and conditions satisfactory to the Bank, including that
the maturity date of the Aetna Loan has been extended to September 1, 2003,
and delivery to the Bank of the Aetna Acknowledgement and Agreement in
favor of the Bank in connection with the Aetna Restructuring.

            3.6   FORMATION OF LLC.  The LLC shall have been duly formed in
accordance with documentation in form and substance satisfactory to the
Bank, including by an LLC Operating Agreement and the related "Wells Fargo
Bank Addendum," in the form of EXHIBIT G attached hereto, and the
Partnership shall have been duly merged into the LLC.

            3.7   UCC STATEMENTS.  The Bank shall have received from
Borrower duly executed UCC-2 statements amending the original financing
statements and perfecting the Bank's security interests (or perfecting the
Bank's security interests) granted under the Original Security Agreement,
so as to reflect the amendments to the Loan pursuant to this Agreement, and
the Bank shall have received from Borrower duly executed UCC-1 Statements
(for Illinois and California) relating to the New Security Agreement as a
supplement to the provisions of the Original Security Agreement.

            3.8   NECESSARY CONSENTS.  The Bank shall have received duly
executed consents, releases, and acknowledgements executed by the
Partnership and/or the LLC and the other partners in the Partnership and/or
the members in the LLC relating to the Collateral for the obligations owing
to the Bank and the other issues raised by the transactions described
herein, in the form of the New Documents described in Sections 3.1(d), (e)
and (f).

            3.9   LEASES.  The Bank shall have received copies of all
pending leases relating to the Property for which approval is under
consideration by the LLC, together with such related documents and
information as the Bank may reasonably request  (to the extent Borrower is
entitled thereto under the LLC Operating Agreement).

            3.10  CARLYLE 14 TRANSACTION.  The Bank shall have received a
duly executed original (or counterpart) of the Carlyle 14 Loan Modification
Agreement and all conditions precedent to the Bank's obligations thereunder
shall have been satisfied or waived in writing by the Bank, including the
execution of the other New Carlyle 14 Documents.

            3.11  FINANCIAL DOCUMENTS.  The Bank shall have received the
most current profit and loss statement, balance sheet, Property rent rolls,
Property operating statements, and cash flow statement relating to the
Partnership, the LLC, and/or the Property, and the Bank shall also have
received all of the most current financial reports and documentation
provided to Aetna by the Partnership (and/or the LLC) or its various
partners (and/or the members of the LLC)(other than Maguire); and

            3.12  OPINION OF COUNSEL.  Borrower shall have delivered to the
Bank a favorable opinion of counsel for Borrower, addressed to the Bank and
dated as of the Closing Date covering the matters incident to the closing
of this Agreement, to the Collateral, to the valid, binding and enforceable
nature of the Loan Documents, to the formation of the LLC and the valid
nature and enforceability of the LLC Operating Agreement, and to the merger
of the Partnership into the LLC, all as the Bank may reasonably request.

      4.    MODIFICATION OF LOAN.  Subject to the satisfaction of the
conditions precedent set forth in Section 3 above, the Original Loan
Documents shall be further modified, amended and supplemented as follows:

            4.1   PAYMENT TERMS.  As stated in the New Note, payments of
principal and interest are due and payable prior to the maturity date
thereof as and when cash is available from or on account of the Collateral
to make payments, including as follows:

                  (a)   All LLC or Partnership disbursements (collectively
"Subject Disbursements") from or on account of the interests of Borrower
and Carlyle 14 in the Partnership and/or the LLC shall be delivered
directly to the Bank by the payor thereof (and may be collected directly by
the Bank at any time pursuant to UCC 9318 and 9502 or otherwise) in
accordance with this Agreement, the Security Agreements, and any other
applicable documentation executed pursuant hereto, whether before or after
the occurrence of any Event of Default or default.  Additionally, Borrower
agrees to deliver to the Bank in kind and in cash (to the extent received
in cash) any Subject Disbursements which Borrower receives within five (5)
business days of having received such Subject Disbursements.

                  (b)   The $300,000 in aggregate annual payments which are
payable in monthly installments to Borrower and Carlyle 14 by
Maguire/Thomas Partners-Development, Inc. as "Property Manager" on account
of management fees (the "Management Disbursements") shall be delivered
directly to the Bank by the payor thereof (and may be collected directly by
the Bank at any time pursuant to UCC 9318 and 9502 or otherwise) in
accordance with this Agreement and any other applicable documentation
executed pursuant hereto, whether before or after the occurrence of any
Event of Default or default.  Additionally, Borrower agrees to immediately
deliver to the Bank in kind and in cash (to the extent received in cash)
any Management Disbursements which Borrower receives within five (5)
business days of having received such Management Disbursement.

                  (c)   Any other amounts of cash Collateral or cash
proceeds of Collateral received by Borrower shall be paid to the Bank
within five (5) business days of when the same are first received or
available (and at all times subject to direct collection by the Bank
immediately pursuant to UCC 9318 and 9501 or otherwise) whether or not
any Event of Default exists.

                  (d)   Regardless of what the amount may be of Subject
Disbursements and Management Disbursements (plus other payments or
disbursements that are made by or on account of the interests of Borrower
in the Partnership or the LLC) all  principal, accrued interest, fees,
costs or other payments for which Borrower is liable shall be due and
payable on the first to occur of (a) September 1, 2003, and (b)
acceleration due to the occurrence of an "Event of Default."

            4.2   MODIFICATIONS REGARDING PREPAYMENTS.  Section 1.4 of the
Loan Agreement is hereby deleted.  Should Borrower desire to prepay the
Loan or any portion thereof, the payment shall be first applied to any
outstanding indemnity and reimbursement liabilities, expenses and costs for
which Borrower is liable, then to any accrued or unpaid interest and late
charges, and then to the principal owing under the New Note.  Furthermore,
Section 1.5 of the Original Loan Agreement is amended, such that the last
sentence reading, "Any such prepayment shall be accompanied by payment of a
premium computed in accordance with the provisions of Section 1.4, and by
all accrued and unpaid interest on the principal amount prepaid", shall be
deleted.  The only limitation on prepayments (as indicated above) is that,
if Borrower desires to make a prepayment on its New Note, the payments must
be first applied to all Loan Document liabilities in the order specified
above.

            4.3   EVENTS OF DEFAULT.  The provisions regarding the
definition of an "Event of Default" in the Original Loan Documents shall be
supplemented by the following provisions such that it shall constitute an
Event of Default under the Loan Documents (as modified by this Agreement
and the other New Documents) when, if, or to the extent that:

                  (a)   (I) The LLC or any of its members shall modify,
amend, supplement or otherwise alter the Aetna Loan or any of the "Aetna
Loan Documents" or Aetna Restructuring Documents or the LLC Operating
Agreement in any respect whatsoever (or shall agree to or permit any
capital call or other monetary obligation to arise as a Major Decision [as
defined in the LLC Operating Agreement], without first obtaining the prior
written consent of the Bank), in any such case without first obtaining the
prior written consent of the Bank to such modification amendment or
supplement, or (II) any "Event of Default" or default shall occur under any
of the Aetna Loan Documents which is not cured before Aetna serves or files
any notice of default, accelerates any payment due under the Aetna Loan, or
exercises any other remedy thereunder, or (III) the termination for any
reason of Property Manager as the Property Manager for the purposes of
Paragraph 2(ii) of the Manager's Letter Agreement, or the filing of any
petition by or against Property Manager under any provisions of the
Bankruptcy Code or any other law providing any moratorium on debt payments
or other exercise of creditor rights, in either case before the
satisfaction of the obligations with respect to the Supplemental Preferred
Return and the $5,000,000 Preference under the LLC Operating Agreement in
accordance with Paragraph 2(i) of the Manager's Letter Agreement, provided
that, if such Event of Default is determined by the Bank in its discretion
to be reasonably capable and reasonably probable of timely cure by
Borrower, then, so long as Borrower is continuously engaged in its diligent
efforts to cure such Event of Default (and so long as Aetna has not filed a
notice of default, accelerated any payment due under the Aetna Loan, or
exercised any other remedy under the Aetna Restructuring Documents), for up
to five (5) business days the Bank shall forbear from noticing any
foreclosure sale of any Collateral or accelerating the indebtedness owing
under the Note.  However, the Bank shall have no obligation or duty to
consent to any Major Decision which exposes Borrower to any significant
risk of a capital call or other monetary obligation under the LLC Operating
Agreement for which Borrower has no reasonably certain committed source of
funding a timely payment of such obligation.  For example, if the LLC
proposes a lease requiring tenant improvement allowances which could only
be funded with capital calls, approval of that lease is treated the same as
causing a capital call without the Bank's prior written consent;

                  (b)   The LLC for any reason whatsoever is dissolved or,
absent the timely cure of any event of default by or involving Borrower or
Carlyle 14, will be dissolved; provided that, if such event of default is
determined by the Bank in its discretion to be reasonably capable and
reasonably probable of timely cure by Borrower under the applicable and
foreseeable circumstances, then so long as Borrower is continuously engaged
in using its diligent best efforts to cure before dissolution occurs,
Borrower shall have the grace period (if any) prescribed in the LLC
Operating Agreement to cure such event of default;

                  (c)   Borrower fails to make any capital contribution as
and when required by any provision of the LLC Operating Agreement or
otherwise fails to pay or perform any other monetary obligation as or when
provided therein;
                  (d)   Any "Event of Default" occurs under the LLC
Operating Agreement; provided that, if such Event of Default is determined
by the Bank in its discretion to be reasonably capable and reasonably
probable of being timely cured by Borrower under applicable and foreseeable
circumstances, then so long as Borrower is continuously engaged in using
its diligent best efforts to cure such Event of Default, Borrower shall
have the grace period (if any) prescribed in the LLC Operating Agreement to
cure such Event of Default;

                  (e)   Any or all of Borrower's interest in the
Partnership or the LLC for any reason or cause is subject to loss (other
than as a result of general market conditions), impairment, dilution,
purchase by another partner or member, or the occurrence of a Major
Decision which is made without opposition by Borrower and either to which
the Bank has not in its sole discretion given its prior written consent (if
the Bank deems the same to threaten or impair any of its Collateral or
related interests) or on which the Bank has not declined in writing in its
sole discretion to either consent or disapprove; provided that, if the Bank
determines in its discretion that such event or effect is reasonably
capable and reasonably probable of timely cure to prevent the same under
applicable and foreseeable circumstances, then so long as Borrower is
continuously engaged in using its diligent efforts to cure or avoid such
event or effect, Borrower shall have the grace period (if any) prescribed
in the LLC Operating Agreement to cure or avoid such event of effect;

                  (f)   Borrower shall breach any provision of Article 5 of
this Agreement, each of which breach shall constitute an immediate Event of
Default, or Borrower shall breach or fail to comply with any other
provision of any New Document besides those otherwise enumerated as Events
of Default in the Loan Agreement and such Event of Default is not cured
within five (5) business days after receipt of notice of such breach or
failure from Bank; provided that, if such Event of Default is determined by
the Bank in its discretion to be reasonably capable and reasonably probable
of being timely cured by Borrower under applicable and foreseeable
circumstances, then so long as Borrower is continuously engaged in using
its diligent efforts to cure such Event of Default (and so long as Aetna
has not filed a notice of default, accelerated the payment of the Aetna
loan, or exercised any other remedy under the Aetna Restructuring
Documents), Borrower shall have an additional twenty (20) business days to
cure such Event of Default; provided further, however, that if any Event of
Default occurs as a result of Borrower's failure to provide to the Bank any
reports or documents which are to be prepared by Maguire and which have not
yet been delivered to Borrower, then so long as Borrower is continuously
engaged in using its diligent efforts to cure such Event of Default, then
Borrower shall have a reasonable period of time (not to exceed fifteen (15)
business days) to cure such Event of Default; or

                  (g)   Borrower shall (i) fail to timely pay to the Bank
its sixty-five percent (65%) share of any installment of the $300,000 in
aggregate annual payments payable in monthly installments to the Bank under
the Manager's Letter Agreement (or the Aetna Manager Fee Transfer Approval
or the LLC Operating Agreement), or (ii) fail to cure any breach of any
covenant or agreement of Property Manager or Maguire under the Manager's
Letter Agreement or Section 3.01(b) (iv) of the LLC Operating Agreement, no
later than thirty (30) days after the date the Bank gives written notice to
Property Manager or Maguire (with a copy to Borrower), or notice directly
to Borrower, of the failure of Property Manager or Maguire to pay such
installment payment, or to perform such covenant or agreement, within the
five (5) business day cure period following the date such installment
payment, or performance of such covenant or agreement, is due.

            Notwithstanding any provision to the contrary contained herein
or in the Loan Agreement, the terms and provisions of Sections 4.3(a) and
(f) hereof shall replace and supersede the terms and provisions of Section
5.1.I of the Loan Agreement with respect to the occurrence of any default
under the Aetna Loan.

            4.4   REMEDIES UPON DEFAULT.  The Original Security Agreement
and the other Original Loan Documents are hereby amended such that any
provisions limiting the Bank's methods of selling or disposing of that
portion of the Collateral described in Section 2(b) of the Original
Security Agreement to those set forth in Section 3.03 of the Partnership
Agreement ARE DELETED.  Specifically, and without limitation, the following
language is HEREBY DELETED from paragraph 9 of the Original Security
Agreement:

            Notwithstanding anything to the contrary contained herein,
Secured Party shall sell or dispose of that portion of the Collateral
described in Section 2(b) of this Agreement only in accordance with Section
3.03 of the Partnership Agreement.

Instead, there shall be no limitations on the exercise of the Bank's rights
or remedies except those expressly imposed on the Bank by the Wells Fargo
Bank Addendum attached hereto as EXHIBIT G with respect to the LLC
Operating Agreement.

            4.5   REPORTING REQUIREMENTS.  The following reporting
requirements shall supplement the reporting requirements set forth in
Section 4.1 of the Original Loan Agreement (and any reference to reports to
be provided by (or obligations to be performed by) the Partnership or its
partners shall be deemed to refer to the LLC and its members after the
merger of the Partnership into the LLC):

                  (a)   Before the Partnership and/or the LLC enters into
any new leases or other contracts for or with respect to any of the
Property to which Borrower (or its representative on the Management
Committee) has any right to consent or object, where the same involves any
Major Decision or any lease for more than 50,000 square feet of the
Property, Borrower shall provide to the Bank copies of such proposed leases
and contracts and any material current correspondence or other
documentation reasonably requested by the Bank (to the extent provided to
Borrower under the LLC Operating Agreement) regarding the terms thereof
with the prospective tenants (and the Bank must consent in writing thereto
before Borrower agrees to support, suffer or permit entering into a
prospective lease or contract); provided, however, that if the Bank fails
to approve or disapprove any such lease or Property contract within fifteen
(15) business days (or such longer period as may be granted to Borrower
under the LLC Operating Agreement or other agreement if and when Borrower
is limited to a specific period for approving or disapproving such lease)
after the time when the Bank has been provided all of the documents and
information which are required to be delivered to Borrower under the LLC
Operating Agreement with respect to such lease or Property contract, then
the failure by the Bank to comment within such fifteen (15) business days
(or such longer period as may be granted to Borrower under the LLC
Operating Agreement or other agreement if and when Borrower is limited to a
specific period for approving or disapproving such lease) shall be deemed
consent to Borrower's recommended position on the issue;  

                  (b)   By the 50th calendar day after the end of each
calendar quarter, Borrower shall deliver to the Bank a profit and loss
statement, and a balance sheet each of which shall contain year-to-date
figures, as well as the monthly or quarterly data for each of (i) the
Partnership and/or the LLC, and (ii) Borrower;

                  (c)   By the 20th calendar day of each calendar month for
the previous month ending Borrower shall deliver to the Bank an operating
statement, rent roll, and profit and loss statement for the Property, each
of which shall contain year-to-date figures;

                  (d)   Within 90 days after the end of each calendar year,
Borrower shall deliver to the Bank a financial statement with respect to
the Partnership and/or the LLC, Borrower, and the Property;

                  (e)   Within 60 days after the filing thereof, Borrower
shall deliver to the Bank the applicable Federal Tax Return or other filing
form and all attachments thereto for the Partnership and/or the LLC, and
Borrower; and

                  (f)   Within 30 days after the receipt or preparation by
Borrower thereof, Borrower shall deliver to the Bank any report, document
containing financial data, operating statement, or other documentation
prepared by or on behalf of the Partnership and/or the LLC, the general
partners of the Partnership and/or the members of the LLC, or any of the
Property or Management Contract which relate in any way to the operation or
profitability of the Partnership and/or the LLC or the Property.

            In addition, at any reasonable time and from time to time the
Bank, as attorney-in-fact for Borrower, shall have access to all books and
records of the LLC which are available to Borrower under the LLC Operating
Agreement or otherwise, as well as reasonable access to all books and
records (including, without limitation, any and all leases) of Borrower
pertaining to the Property.

            4.6   MANAGEMENT DISBURSEMENTS; ENFORCEMENT BY THE BANK.  As
noted in Section 4.1(b) above, the $300,000 in aggregate annual Manager's
Letter Agreement payments which are payable in monthly installments to
Borrower and Carlyle 15 by the Property Manager on account of the
Management Disbursements shall be delivered directly to the Bank by the
payor thereof (and may be collected directly by the Bank at any time
pursuant to UCC 9318 and 9502 or otherwise whether before or after any
default or Event of Default) in accordance with this Agreement and any
other applicable documentation executed pursuant hereto, whether before or
after the occurrence of any Event of Default or default, including as
provided in the Manager's Letter Agreement, the Aetna Manager Fee Transfer
Approval and the LLC Operating Agreement.  Bank shall have the right as
either or both a secured party or attorney-in-fact for Borrower to take any
and all action necessary under the LLC Operating Agreement, the Loan
Documents or applicable law to enforce collection of all or any portion of
such payments of the Manager's Payment under the Manager's Letter Agreement
including without limitation, by the Bank's execution and delivery of any
and all documents, consents, notices, acknowledgements, instruments and
other agreements, and the exercise of any and all remedies available to
Borrower under the LLC Operating Agreement, the Manager's Warranty, the
Manager's Letter Agreement, the Aetna Manager Fee Transfer Approval or any
Loan Documents.  Without limiting the generality of the foregoing, the Bank
may (either as a secured party or as an attorney in fact for Borrower)
require the LLC to withhold any Manager's Payment from Property Manager and
instead to pay such amount to the Bank in accordance with the Manager's
Letter Agreement and to exercise any right available to Borrower under the
LLC Operating Agreement as a consequence of the nonpayment of the Manager's
Payment installment to the Bank, including the rights of Borrower pursuant
to Section 3.01(b)(iv) and 3.06 of the LLC Operating Agreement.  To the
extent that all or any portion of the Manager's Payment is not timely paid
to the Bank, and the Bank directly collects (as secured party or attorney-
in-fact for Borrower) all or any portion of such unpaid amounts of the
defaulted installment payment from later Manager's Payments, then the Bank
shall remit to Borrower any amounts which Borrower has previously paid to
the Bank (from Borrower's sources other than the Collateral) on account of
such unpaid amounts (less any reasonable and customary expenses, including
reasonable attorneys' fees, and other amounts incurred by the Bank in
making such collection or enforcing or defending the Bank's rights and
interests under the Manager's Letter Agreement or the LLC Operating
Agreement), if an only if (i) no Event of Default exists (besides such
payment cured by Borrower); (ii) Borrower makes such payment voluntarily
within 30 days from the date when first due (which time is of the essence)
from Borrower's sources other than the Collateral; and (iii) Borrower
notifies the Bank in writing at the time of such payment of the Borrower's
source of such payment and Borrower's intention to recoup such amount from
future payments.  For example, if there are insufficient LLC funds
available to make any monthly installment payment and Borrower pays the
Bank such amount from non-Collateral funds of Borrower, then the Borrower
may recoup that payment when LLC funds are later available for such late
payment.  However, Borrower's right of recoupment hereunder is subordinate
to the Bank's rights to current payments (under the Manager's Letter
Agreement), so that if there are insufficient LLC funds to pay the Bank and
Borrower in a subsequent month, Borrower may only recoup its payment from
any excess remaining after the current installment is paid to the Bank.

      5.    REPRESENTATIONS AND WARRANTIES.  Each representation and
warranty of Borrower set forth in Article III of the Loan Agreement is
hereby reaffirmed as though made as of the date of this Agreement, except
that such representations and warranties are modified and supplemented as
follows:

            5.1   DUE ORGANIZATION OF LLC.  The LLC upon formation shall be
(and, if already formed, currently is) duly organized and validly existing
under applicable law, qualified to do business and in good standing in each
jurisdiction where required, and has complied with all laws necessary to
conduct its business as presently conducted.  The LLC Operating Agreement
is a valid and binding obligation of the parties thereto which is legally
enforceable in accordance with its express terms.  No "Event of Default"
exists under the Partnership Agreement or LLC Operating Agreement, and no
event, condition or matter exists which would constitute any such "Event of
Default" after the giving of notice or the passage of time or both.

            5.2   EFFECT OF SECURITY AGREEMENT.  Borrower acknowledges,
agrees, represents, and warrants that the liens and security interests
granted by Borrower to the Bank pursuant to the Original Loan Documents
shall remain in full force and effect and that, when the Partnership is
merged into the LLC and the Bank obtains a security interest in Borrower's
economic and other membership interest in the LLC (which constitutes
proceeds of the interest in the Partnership), the Bank shall have an
uninterrupted, continuing security interest of first priority in said
interest in the LLC (and in all other collateral described in the Original
Security Agreement) as well as in the collateral described in the New
Security Agreement executed pursuant hereto.  Said liens and security
interests in favor of the Bank securing the obligations described herein,
in the New Note and the other New Documents executed pursuant hereto is of
first priority, subject to no liens, claims, encumbrances, offsets or
defenses of any kind.

            5.3   FINANCIAL REPORTS.  Except as to documents prepared by
Maguire or other third parties and which are forwarded by Borrower without
warranty hereunder (except that Borrower represents that it does not
affirmatively disagree with any of such documents, except as disclosed in
writing to the Bank), the various financial reports delivered to the Bank
pursuant to Section 3 above are accurate and fairly present the financial
condition and results of operations of Borrower, the Partnership, the LLC,
and the Property as may be applicable for the periods covered thereby, all
in accordance with accounting principles and practices accepted in the real
estate industry, consistently applied.  To the best of Borrower's knowledge
(with respect only to those documents prepared by Maguire or other third
parties), since the date of the various reports, statements, and
documentation indicated above, there has been no material adverse change in
such condition or operations.

            5.4   LIENS ON PROPERTY.  Borrower specifically reaffirms
Section 3.11 of the Loan Agreement, except that the representation and
warranty relating to the fact that the Property is subject to no liens
securing monetary obligations other than the "Aetna Loan" shall include the
Aetna Loan as modified in accordance with the Aetna Restructuring. 
References to the Aetna Loan in Article III of the Loan Agreement shall be
deemed to refer to the Aetna Loan as so modified.

            5.5   VALID, ETC., LOAN DOCUMENTS.  Each of the Loan Documents
is and remains a valid and binding obligation of Borrower which is
enforceable in accordance with its respective express terms.

            5.6   AETNA RESTRUCTURING.  The Aetna Loan and Aetna
Restructuring Documents dated as of September 19, 1996, shall become
effective at the Closing Date in the form and substance of the documents
submitted to escrow on or about September 25, 1996, as attached to the
October 7, 1996, letter from Mark L. Bronson to G. Larry Engel.

      6.    MISCELLANEOUS.

            6.1   AMENDMENTS AND WAIVERS.  If the Bank and Borrower at any
time wish to enter into any supplement, modification or amendment to any
provision of this Agreement, any other New Document executed pursuant
hereto or in connection herewith, and/or any other Loan Document, any such
amendment, supplement or modification shall be in a writing duly executed
by the parties' authorized representatives, and no oral, implied or other
amendment, supplement or modification shall be of any force or effect
whatsoever.  Similarly, if the Bank wishes at any time to waive any default
or Event of Default, to consent to any matter or variance, or otherwise to
confer any benefit or approval or accept any detriment, such waiver,
consent or other conduct shall only be binding or effective against the
Bank if and when the Bank shall duly execute and deliver to Borrower a
written instrument waiving any provision of this Agreement or any other
Loan Document, or consenting to any departure by Borrower therefrom or
conferring or accepting any such benefit, approval or detriment (subject to
Section 4.5(a) above).  Any such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for
which given and only after execution and delivery or such writing by the
Bank (subject to Section 4.5(a) above).

            6.2   NOTICES.  All notices and other communications provided
for hereunder shall, unless otherwise stated herein, be in writing (includ-
ing by overnight courier or telecopier) and mailed, sent or delivered to
the respective parties hereto at or to their respective addresses or telex
or telecopier numbers set forth below their names on the signature pages
hereof, or at or to such other address or telecopier number as shall be
designated by any party in a written notice to the other parties hereto. 
All such notices and communications shall be effective (a) if delivered by
hand or overnight courier, upon delivery; (b) if sent by mail, upon the
earlier of the date of receipt or five (5) business days after deposit in
the mail, first class, postage prepaid; and (c) if sent by telecopy, upon
receipt.

            6.3   NO WAIVER; CUMULATIVE REMEDIES.  No failure on the part
of the Bank to exercise, and no delay in exercising, any right, remedy,
power or privilege hereunder or under any other Loan Document shall operate
as a waiver thereof, nor shall any single or partial exercise of any such
right, remedy, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. 
The rights and remedies under this Agreement and the other Loan Documents
are cumulative and not exclusive of any rights, remedies, powers and
privileges that may otherwise be available to the Bank.

            6.4   COSTS AND EXPENSES; INDEMNIFICATION; OTHER CHARGES.

                  6.4.1 COSTS AND EXPENSES.  Borrower agrees to pay on
demand (to the extent incurred after the Closing Date):

                        (a)   all reasonable and customary out-of-pocket
costs and expenses of the Bank, and all reasonable fees of counsel (and all
disbursements by such counsel) to the Bank (including allocated reasonable
costs of internal counsel), in connection with the negotiation,
preparation, execution, and delivery of the Loan Documents, the LLC
Operating Agreement, the Aetna Loan Documents, and any amendments, modifi-
cations or waivers of the terms thereof or disputes among the parties
thereto, or in connection with the exercise of any of the Bank's rights
thereunder;

                        (b)   all reasonable and customary title,
appraisal, survey, audit, consulting, search, recording, filing and similar
fees and expenses incurred by the Bank in connection with the Loan
Documents or the Collateral; and

                        (c)   all reasonable and customary costs and ex-
penses of the Bank and reasonable fees and disbursements of counsel
(including allocated reasonable costs of internal counsel), whether before,
during or after the filing of any petition under any provision of the
Bankruptcy Code by or against Borrower or the LLC or Partnership in connec-
tion with (i) any default or Event of Default, (ii) the exercise,
enforcement or defense (or attempted exercise, enforcement or defense), and
preservation of any rights or interests under any or all of the Loan
Documents, (iii) any out-of-court workout or other refinancing or
restructuring or any bankruptcy case, (iv) any relief from stay proceedings
or other actions or defenses of any kind taken in any bankruptcy or
insolvency proceeding, and (v) the enforcement, defense or preservation of,
and realization upon, any of the Collateral, including any losses, costs
and expenses sustained by the Bank as a result of any failure by Borrower
to perform or observe its obligations contained in any of the Loan
Documents.

                  Notwithstanding any provision to the contrary contained
herein, Borrower shall have no obligation to pay to the Bank any
administrative fees, servicing fees or other similar discretionary fees
payable to the Bank or its affiliates or to any third parties to whom the
Bank has delegated any servicing or administrative functions (provided that
this sentence does not affect the Bank's right to reimbursement for
attorneys' fees or other third party fees permitted under the Loan
Documents).

                  6.4.2 INDEMNITY.  Subject to Section 6.13, Borrower shall
indemnify the Bank from and against any loss, cost, damage, expense
(including reasonable attorneys' fees of inside and outside counsel) which
the Bank may suffer or incur as a consequence of Borrowers' noncompliance
with or breach of any provision of any Loan Document, the Partnership
Agreement, the LLC Operating Agreement or any of the Aetna Loan Documents,
including any monetary amount which the Bank would have to assume or pay in
order to succeed to Borrower's interest in the LLC or to cure Aetna Loan
Document Events of Default so as to preserve the value of the Collateral or
other rights or interests of the Bank under the Loan Documents, or to
perform any indemnity or other obligation to Aetna under the Aetna Manager
Fee Transfer Approval.  

                  6.4.3 PROTECTIVE ADVANCES.  The Bank may (but shall not
be obligated to) make any advance (or take, consistent with Section 6.4.1
above, any other action at the expense of Borrower) that the Bank may deem
necessary or appropriate in order to protect, defend, enforce or preserve
any of its rights or interests with respect to any Collateral or Loan
Documents, including by curing any monetary obligation of Borrower directly
or indirectly (through the Partnership or LLC) owing under the LLC
Operating Agreement or any of the Aetna Loan Documents.  Any such amount
advanced by the Bank hereunder shall be added to the principal balance
owing under the New Note, shall bear interest at the rate specified therein
and shall be secured and supported by the same security and Loan Documents
as if included in the New Note indebtedness.

            6.5   BENEFITS OF AGREEMENT.  This Agreement and the other Loan
Documents are entered into for the sole protection and benefit of the par-
ties hereto and their respective permitted successors and assigns, and no
other person or entity shall be a direct or indirect beneficiary of, nor
shall have any direct or indirect cause of action or claim in connection
with, this Agreement or any other Loan Document.

            6.6   ACKNOWLEDGMENTS.  The Bank's activities in connection
with this Agreement, all other Loan Documents and Borrower are not "outside
the scope of the activities of a lender of money" within the meaning of
Section 3434 of the California Civil Code.  The Bank shall not be liable or
responsible for any acts, omissions or decisions of Borrower.  The Bank is
not, and shall not be construed as, a partner of, joint venturer with or
controlling person of Borrower.

            6.7   GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.

            6.8   BINDING EFFECT; ASSIGNMENT.

                  6.8.1 BINDING EFFECT.  This Agreement shall be binding
upon, inure to the benefit of and be enforceable by Borrower, the Bank and
their respective permitted successors and assigns.

                  6.8.2 ASSIGNMENT.  Borrower shall not have the right to
assign its rights and obligations hereunder or under the other Loan
Documents or any interest herein or therein or any Collateral without the
prior written consent of the Bank.  The Bank may sell, assign, transfer or
grant a participation interest in all or any portion of the Bank's rights
and obligations hereunder and under the other Loan Documents and in
connection therewith may disclose any information and documents as are
available to the Bank at any time.

                  6.8.3 REAFFIRMATION.  Borrower hereby reaffirms the
validity and continued enforceability of each and every term of the
Original Loan Documents as set forth therein, except as expressly modified
in this Agreement and other New Documents.

            6.9   WAIVER OF JURY TRIAL.  BORROWER AND THE BANK HEREBY AGREE
TO WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN
ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF
THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  BORROWER AND THE BANK HEREBY
AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT
TRIAL WITHOUT A JURY.  WITHOUT IN ANY WAY LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS
WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM, OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE
VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR
ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS.  A COPY OF THIS SECTION 6.9 MAY BE FILED WITH ANY
COURT AS WRITTEN EVIDENCE OF THE WAIVER OF THE RIGHT TO TRIAL BY JURY AND
CONSENT TO TRIAL BY COURT.

            6.10  ENTIRE AGREEMENT.  This Agreement and the other Loan
Documents reflect the entire agreement between Borrower and the Bank with
respect to the matters set forth herein and therein and supersede any prior
agreements, term sheets, letters of intent, commitments, discussions and
understandings, oral or written.

            6.11  SEVERABILITY.  If one or more provisions contained in
this Agreement or the other Loan Documents shall be determined by final
judgment of a court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect in any jurisdiction or with respect to any
party, such invalidity, illegality or unenforceability in such jurisdiction
or with respect to such party shall, to the fullest extent permitted by
applicable law, not invalidate or render illegal or unenforceable any such
provision in any other jurisdiction or with respect to any other party, or
any other provisions of this Agreement or the other Loan Documents.

            6.12  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counter-
parts, each of which when so executed shall be deemed to be an original,
and all of which taken together shall constitute but one and the same
agreement.

            6.13  LIMITED LIABILITY.  In the event that suit is brought
under this Agreement or any of the Loan Documents, any judgment obtained in
or as a result of such suit shall be enforceable solely against the
Collateral, and Borrower and its partners shall have no personal liability
therefor.

            IN WITNESS WHEREOF, the parties to this Agreement have duly
executed this Agreement as of the date first above written.

                                    CARLYLE REAL ESTATE LIMITED
                                    PARTNERSHIP-XV, an Illinois
                                    limited partnership

                                    By: JMB Realty Corporation


                                    By: _____________________________
                                    Title: __________________________
                                    Address:_________________________
                                    _________________________________
                                    Fax No.:_________________________


                                    WELLS FARGO BANK, N.A.


                                    By: _____________________________
                                    Title: __________________________
                                    Address:_________________________
                                    _________________________________
                                    Fax No.:_________________________




                              GLOSSARY OF TERMS


Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Loan Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Security Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Original Security Agreement. . . . . . . . . . . . . . . . . . . . . . .   1
Original Loan Documents. . . . . . . . . . . . . . . . . . . . . . . . .   1
Partnership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Maguire. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Carlyle 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
IBM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
LLC Operating Agreement. . . . . . . . . . . . . . . . . . . . . . . . .   1
Partnership Agreement. . . . . . . . . . . . . . . . . . . . . . . . . .   1
Carlyle 14 Loan Agreement. . . . . . . . . . . . . . . . . . . . . . . .   1
Carlyle 14 Loan. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Promissory Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Carlyle 14 Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Security Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Carlyle 14 Security Agreement. . . . . . . . . . . . . . . . . . . . . .   2
Original Carlyle 14 Loan Documents . . . . . . . . . . . . . . . . . . .   2
New Carlyle 14 Documents . . . . . . . . . . . . . . . . . . . . . . . .   2
Carlyle 14 Loan Documents. . . . . . . . . . . . . . . . . . . . . . . .   2
Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Aetna. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Aetna Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Aetna Restructuring. . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Amended Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . .   3
Aetna Restructuring Documents. . . . . . . . . . . . . . . . . . . . . .   3
Pro Rata Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Partnership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
Partnership Agreement. . . . . . . . . . . . . . . . . . . . . . . . . .   4
Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
Security Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
New Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
25% Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . .   5
Buyer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
insider. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
New Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
New Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
Release. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
Wells Fargo Bank Addendum. . . . . . . . . . . . . . . . . . . . . . . .   6
Security Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
Supplemental Security Agreement. . . . . . . . . . . . . . . . . . . . .   7
Security Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . .   7
UCC-1 Financing Statement. . . . . . . . . . . . . . . . . . . . . . . .   7
Extension Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
Carlyle 14 Modification Agreement. . . . . . . . . . . . . . . . . . . .   9
Subject Disbursements. . . . . . . . . . . . . . . . . . . . . . . . . .   9
Management Company . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Management Disbursements . . . . . . . . . . . . . . . . . . . . . . . .  10
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
Aetna Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
outside the scope of the activities of a lender of money . . . . . . . .  18






                              TABLE OF EXHIBITS


      Exhibit

Description<PAGE>
         A        
Property
Description<PAGE>
         B<PAGE>
New Note
         C<PAGE>
Release
         D<PAGE>
Notice of Assignment and Acknowledgement of Receipt
         E<PAGE>
Security Agreement
         F<PAGE>
UCC-1 Financing Statement
         G<PAGE>
Wells Fargo Bank Addendum




                                   ANNEX A
                       TO LOAN MODIFICATION AGREEMENT
                                (CARLYLE XV)

                          DEFINITION OF COLLATERAL

      All of Borrower's obligations now or hereafter owing to the Bank
under the Loan Documents shall be secured by the following "Collateral":

            A.    (a)  any and all partnership interests of Borrower in
Maguire Thomas Partners-South Tower, a California limited partnership (the
"Partnership") and membership interests of Borrower in Maguire Thomas
Partners-South Tower, LLC, a California limited liability company (the
"LLC"), now existing or hereafter acquired (collectively, the
"Partnership/Membership Interests"), and all distributions, capital and
profits, cash, warrants, rights, certificates, instruments, chattel paper,
accounts, contract rights, general intangibles, and other rights, property
or proceeds and products from time to time evidencing, arising from,
relating to, received, receivable or otherwise distributed in respect of or
in exchange for any or all of the Partnership/Membership Interests; (b) all
additional rights to purchase interests in the Partnership or the LLC from
time to time acquired by Borrower in any manner (which interests shall be
deemed to be part of the Partnership/Membership Interests), the
certificates or other instruments representing such additional interests,
if any, and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or
all of such additional interests or other rights; (c) any and all accounts,
contract rights, instruments, chattel paper, general intangibles and other
rights to payment arising from or under or as provided in the LLC Operating
Agreement or Partnership Agreement, in each case, as the same may be
amended, supplemented or modified from time to time; and (d) to the extent
not covered by clauses (a), (b) and (c) above, all Proceeds of any or all
of the foregoing.  The term "Proceeds" shall have the meaning assigned that
term under the Uniform Commercial Code (the "Code") as in effect in the
State of California and the State of Illinois, as applicable, whether
consisting of general intangibles, accounts, contract rights, instruments,
chattel paper, or other rights to payment or kinds of property, and in any
event shall include, but not be limited to, any and all (A) proceeds of any
indemnity or guaranty payable to Borrower or Bank from time to time with
respect to any of the Collateral, and (B) any other amounts from time to
time paid or payable under or in connection with any of the Collateral.

            B.    all of Borrower's right, title and interest: (a) as a
partner in and to the Partnership and as a member in and to the LLC,
whether now owned or hereafter acquired, including, but not limited to, any
management and voting rights with respect to the Partnership/Membership
Interests, (b) all other property which, absent this Agreement would, now
or hereafter, be distributable or distributed, transferable or transferred,
payable or paid, or deliverable or delivered to Borrower as a partner in
the Partnership or a member in the LLC, as applicable, whether at any time
prior to, or in connection with, or after the dissolution of the
Partnership or the LLC, if any, including, without limitation,
distributions of cash and of property in kind by the Partnership or the LLC
(collectively, "Distributions"), and (c) all other rights, interests,
claims and other property of Borrower in any manner arising out of or
relating to the Partnership/Membership Interests, whether such rights,
interests, claims or other property are now owned or hereafter acquired by
Borrower, whatever their respective kind or character, whether they are
tangible or intangible property, and wheresoever they may exist or be
located, including, without limitation, all Proceeds, goods, documents,
instruments, claims, general tangibles, chattel paper, accounts and deposit
accounts (as such terms are defined in the Code), if any, now owned or
hereafter acquired by Borrower and in any manner arising out of or relating
to the Partnership/Membership Interests, and further including, without
limitation, all of the rights of Borrower as a holder of the
Partnership/Membership Interests to: (1) operate the business of the
Partnership or the LLC and deal with and receive the benefit from the
Partnership's or the LLC's assets; (2) receive proceeds of any indemnity,
warranty or guaranty under any agreement between Borrower and any other
party or entity associated with the Partnership or the LLC or otherwise
arising by operation of law for the account of Borrower, including any
rights of equitable or implied indemnity arising in connection with any
acts or omissions of Borrower in connection with the LLC or Partnership or
their assets; (3) receive fees, income, rents, proceeds of sale, issues,
earnings, deposits, receipts, royalties, revenues, recoveries,
compensation, permits, trade or business names, franchises, claims and
causes of action arising out of or relating to the Partnership or the LLC,
and all other rights, powers, property and remedies of Borrower with
respect to any of the foregoing; and (4) access the Partnership's or the
LLC's books and records and to the other information concerning or
affecting the Partnership or the LLC.

      In the event that suit is brought under any of the Loan Documents,
any judgment obtained in or as a result of such suit shall be enforceable
solely against the Collateral, and Borrower and its partners shall have no
personal liability therefor.







                                   ANNEX B
                       TO LOAN MODIFICATION AGREEMENT
                                (CARLYLE XV)



      Legal Fees and Expenses                          
      (from January 1, 1996
      through the Closing Date)                  $55,257.95 (65% of
                                                       $85,012.23)