EXHIBIT 10-Q
------------
(Carlyle-XV)


                         OPERATING AGREEMENT

                                  OF

              MAGUIRE THOMAS PARTNERS - SOUTH TOWER, LLC
                a California limited liability company


                                 DATED

                                 AS OF

                          SEPTEMBER 30, 1996






                        OPERATING AGREEMENT OF

              MAGUIRE THOMAS PARTNERS - SOUTH TOWER, LLC
                a California limited liability company


      This Operating Agreement of MAGUIRE THOMAS PARTNERS - SOUTH TOWER,
LLC, a California limited liability company (the "AGREEMENT") is made and
entered into as of September 30, 1996 by and among MAGUIRE PARTNERS-BUNKER
HILL, LTD., a California limited partnership ("MAGUIRE PARTNERS"), CARLYLE
REAL ESTATE LIMITED PARTNERSHIP-XIV, an Illinois limited partnership
("CARLYLE 14"), and CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XV, an Illinois
limited partnership ("CARLYLE 15").

                               RECITALS
                               --------

      A.    Maguire Partners, Carlyle 14 and Carlyle 15 are partners in
Maguire/Thomas Partners-South Tower, a California limited partnership, (the
"PARTNERSHIP") pursuant to that certain Amended and Restated Agreement of
Limited Partnership, dated as of June 28, 1985, as amended by that certain
Amendment to Amended and Restated Agreement of Limited Partnership dated as
of August 1, 1985, as further amended by that certain Second Amendment to
Amended and Restated Agreement of Limited Partnership dated as of August 1,
1986 (the "PARTNERSHIP AGREEMENT").

      B.    International Business Machines Corporation ("IBM") was
previously a limited partner in the Partnership.  Pursuant to that certain
Assignment and Assumption of Partnership Interest dated as of June 28,
1996, IBM assigned all of its interest in the Partnership to Maguire
Partners and Maguire Partners assumed all of IBM's interest and obligations
under the Partnership Agreement as of the date thereof.  Carlyle 14 and
Carlyle 15 acknowledge and agree to such assignment by IBM to Maguire
Partners under the Partnership Agreement.

      C.    As a result of the foregoing, the Partnership is comprised of
Maguire Partners, with a 50.01% general and limited partnership interest
(including the 20% limited partnership interest formerly owned by IBM),
Carlyle 14 with a 17.4965% general partnership interest and Carlyle 15 with
a 32.4935% general partnership interest, each such interest being referred
to herein as such party's "PARTNERSHIP INTEREST".

      D.    Maguire Partners, Carlyle 14 and Carlyle 15 desire to (a)
form a limited liability company to be known as MAGUIRE THOMAS PARTNERS -
SOUTH TOWER, LLC (the "COMPANY") under the laws of the State of California
(b) merge the Partnership into the Company by a statutory merger under
California Corporations Code Section 17000 et seq. and pursuant to Code
Section 708(b)(2)(A) so that the Company will be considered the continuing
entity, and (c) set forth, in their entirety, the rights and obligations of
the parties with respect to the Company and its assets and liabilities.

      NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises made herein, effective as of the date set forth above,
Carlyle 14, Carlyle 15 and Maguire Partners hereby form the Company as a
limited liability company under the Beverly-Killea Limited Liability
Company Act as set forth in Title 2.5 (commencing with Section 17500) of
the Corporations Code of the State of California (the "ACT") and this
Agreement shall be the Operating Agreement of the Company under the Act.
Carlyle 14, Carlyle 15 and Maguire Partners shall be the Initial Members
(as hereinafter defined) of the Company, with the rights, duties and
obligations set forth in this Agreement.

1.    DEFINITIONS.

      For purposes of this Agreement, the following terms which are used
herein shall have the meaning indicated, whether appearing in the plural or
singular number:

      ACT - means the (California) Beverly-Killea Limited Liability Company
Act as set forth in Title 2.5 (commencing with Section 17000) of the
Corporations Code of the State of California (or any corresponding
provision or provisions of any succeeding law).

      ADJUSTED CAPITAL ACCOUNT - means, with respect to any Member, such
Member's Capital Account as of the end of the relevant fiscal year, after
giving effect to the following adjustments:

            (i)   increase such Capital Account by any amounts which such
Member is obligated to contribute to the Company (pursuant to the terms of
this Agreement or otherwise) or is deemed to be obligated to contribute to
the Company pursuant to Regulations Sections 1.704-2(g)(1) and 1.704-
2(i)(5); and

            (ii)  reduce such Capital Account by the amount of the items
described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

      AETNA LOAN - means the first deed of trust loan made by Aetna Life
Insurance Company (as successor-in-interest to Aetna Casualty and Surety
Company) ("AETNA") to the Partnership, secured by the Property, on November
26, 1984 as amended by the Modification and Extension Agreement and related
documents between the Partnership and Aetna dated September 19, 1996
("MODIFICATION DOCUMENTS") whereby the Aetna Loan was modified and
extended.

      APPROVED BY THE MANAGEMENT COMMITTEE, OR APPROVAL OF THE MANAGEMENT
COMMITTEE - means, except as otherwise provided below, the approval in
writing by Members of the Company holding at least seventy-five percent
(75%) of the aggregate Percentage Interests in the Company, acting through
their respective representatives on the Management Committee designated
pursuant to SECTION 3.01(a) hereof.

      ARTICLES OF ORGANIZATION - means the articles of organization filed
with the California Secretary of State for the purpose of forming the
Company.

      BUILDING - means the 44-story office tower constructed on the
Property as part of the Project at 355 South Grand Avenue, Los Angeles,
California.

      CAPITAL ACCOUNT - means the capital account established for each
Member pursuant to SECTION 2.04 hereof.

      CAPITAL SHORTFALL - means any event which necessitates additional
capital contributions (other than the capital contributions required under
SECTION 2.03 hereof) by the Members in order to complete, finance and
operate the Project, including but not by way of limitation, (i) failure of
performance by a contractor or subcontractor, (ii) damage to or destruction
of Improvements on the Property, (iii) shortfall in financing for the
Project, and (iv) operating losses incurred in connection with the Project.

      CARLYLE - means, collectively, Carlyle 14 and Carlyle 15.

      CARLYLE 14 - means Carlyle Real Estate Limited Partnership-XIV, an
Illinois limited partnership.

      CARLYLE 14 PERCENTAGE INTEREST - means 17.4965%, subject to any
adjustments pursuant to this Agreement, provided, however, that the Carlyle
14 Percentage Interest shall be adjusted to 23.33% immediately upon
satisfaction of the First Level and Second Level distribution preferences
under SECTIONS 2.06(b)(i) and (ii) and/or SECTIONS 2.06(c)(i) and (ii), as
applicable.

      CARLYLE 15 - means Carlyle Real Estate Limited Partnership-XV, an
Illinois limited partnership.

      CARLYLE 15 PERCENTAGE INTEREST - means 32.4935%, subject to any
adjustments pursuant to this Agreement, provided, however, that the Carlyle
15 Percentage Interest shall be adjusted to 43.34% immediately upon
satisfaction of the First Level and Second Level distribution preferences
under SECTIONS 2.06(b)(i) and (ii) and/or SECTIONS 2.06(c)(i) and (ii), as
applicable.

      CODE - means the Internal Revenue Code of 1986, as amended from time
to time.  Reference to a particular Code provision shall refer as well to
any similar successor statute.

      COMPANY - means Maguire Thomas Partners-South Tower, LLC, a
California limited liability company.

      COMPANY INTEREST - means an ownership interest in the Company, which
includes the Percentage Interest, the right to vote or participate in the
management of the Company, and the right to information concerning the
business and affairs of the Company, as provided in this Agreement and
under the Act.

      COMPANY MINIMUM GAIN - means the amount determined by computing with
respect to each nonrecourse liability of the Company, the amount of gain
(of whatever character), if any, that would be realized by the Company if
it disposed (in a taxable transaction) of the property subject to such
liability in full satisfaction thereof, and by then aggregating the amounts
so computed as set forth in Regulations Section 1.704-2(d).

      CRA - means The Community Redevelopment Agency of The City of Los
Angeles, California.

      DDA - means the Disposition and Development Agreement dated June 21,
1979 between CRA and Robert F. Maguire III.

      DISPOSITION EVENT - means any sale, transfer, disposition or taking
(including, but not limited to, any taking under any eminent domain
proceeding) of the Property or the Improvements or any portion thereof or
interest therein, (2) any event, circumstance or condition relating to the
Company's interest in the Property or the Improvements and resulting in any
payment to the Company under any casualty insurance policy or title
insurance policy, and (3) any financing or refinancing of the Company's
interest in the Property or the Improvements or any portion thereof.

      DISPOSITION PROCEEDS - means the aggregate Net Cash Flow
distributable hereunder to the Members as a result of a Disposition Event.
In the computation of such Disposition Proceeds there shall be deducted (i)
the payment of all costs and other expenses related thereto, (ii) the
payment for any capital expenditures or other expenses for which such
proceeds are used,  (iii) the satisfaction of any indebtedness being
discharged and any other debts or liabilities of the Company including,
without limitation, the payment of any Participation Interest, Fixed Rate
Interest and/or Yield Maintenance Payment due to Aetna under the
Modification Documents (as such terms are defined in the Modification
Documents) and (iv) the setting aside of such reserves therefrom as are
Approved by the Management Committee.

      DISPOSITION PROFIT AND DISPOSITION LOSS - means, respectively, the
net gain realized or net loss suffered by the Company (and each related
item of gain or loss) attributable to a Disposition Event.

      IBM - means International Business Machines Corporation, a New York
corporation.

      IBM LEASE - means that certain lease, dated October 1, 1982, as
amended heretofore or hereafter, between the Company and IBM relating to
space in the Building.

      IMPROVEMENTS - means any physical construction on the Property,
including, without limitation, the Building, the attendant subterranean
parking garage and the Off-Site Parking Facility.

      MAGUIRE PARTNERS - means Maguire Partners-Bunker Hill, Ltd., a
California limited partnership.

      MAGUIRE PARTNERS PERCENTAGE INTEREST - means 50.01%, subject to any
adjustments pursuant to this Agreement, provided, however, that the Maguire
Partners Percentage Interest shall be adjusted to 33.33% immediately upon
satisfaction of the First Level and Second Level distribution preferences
under SECTIONS 2.06(b)(i) and (ii) and/or SECTIONS 2.06(c)(i) and (ii), as
applicable.

      MAJOR DECISION - has the meaning set forth in SECTION 3.01(c).

      MANAGEMENT COMMITTEE - means the Management Committee of the Company
contemplated by SECTION 3.01(a) hereof.

      MEMBER - means a Person who:

            (a)   Has been admitted to the Company as a member in
accordance with the Articles of Organization or this Agreement, or an
assignee of a Company Interest, other than a right to share in Net Cash
Flow or Operating Profits or Operating Loss, who has become a Member
pursuant to Section 3.03.

            (b)   Has not resigned, withdrawn or been expelled as a
Member or, if other than an individual, been dissolved.

Reference to a "MEMBER" shall be to any one of the Members.  Reference to
an "INITIAL MEMBER" shall be to any one of the Members listed in
SECTION 2.02.

      MEMBER NONRECOURSE DEBT - has the meaning attributable to "partner
nonrecourse debt" as set forth in Regulations Section 1.704-2(b)(4).

      MEMBER NONRECOURSE DEBT MINIMUM GAIN - means an amount, with respect
to each Member Nonrecourse Debt, equal to the Company Minimum Gain that
would result if such Member Nonrecourse Debt were treated as a nonrecourse
liability of the Company, determined in accordance with Regulations
Sections 1.704-2(i)(2) and (3).

      MEMBER NONRECOURSE DEDUCTIONS - has the meaning attributable to
"partner nonrecourse deductions" as set forth in Regulations Section
1.704-2(i)(2).  The amount of Member Nonrecourse Deductions with respect to
a Member Nonrecourse Debt for a fiscal year of the Company equals the
excess (if any) of the net increase (if any) in the amount of Member
Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt
during that fiscal year over the aggregate amount of any distributions
during that fiscal year to the Member that bears (or is deemed to bear) the
economic loss for such Member Nonrecourse Debt to the extent such
distributions are from the proceeds of such Member Nonrecourse Debt and are
allocable to an increase in Member Nonrecourse Debt Minimum Gain
attributable to such Member Nonrecourse Debt, determined in accordance with
Regulations Section 1.704-2(i)(2).

      NET CASH FLOW - means that amount determined by deducting from the
gross cash receipts of any kind or description (including, without
limitation, the proceeds of any refinancing Approved by the Management
Committee, but excluding the proceeds of any capital contributions (except
to the extent utilized to provide reserves for contingencies)) of the
Company during a calendar month, the following:

      (i)         All costs of acquiring, improving, developing,
managing, leasing, operating, maintaining, replacing and preserving the
Project (including the Property and the Improvements) to the extent paid in
cash during such calendar month;

      (ii)        All operating or other expenses of the Company paid in
cash during such calendar month, or any amounts expended as a result of any
casualty losses to the extent that such losses are not reimbursed during
such month by any third party responsible therefor or through insurance
maintained by the Company, but not including any expenses paid in cash to
the extent that such expenses were reserved against and funded from such
reserves;

      (iii)       All cash payments made with respect to the discharge of
Company indebtedness during a calendar month, but not including any such
payments to the extent that the amounts thereof were reserved against and
funded from such reserves; and

      (iv)        All reasonable amounts of reserve cash as shall be
determined and Approved by the Management Committee to be necessary and
advisable for:

                  (a)  repayment of Company indebtedness, coming due in
one or more calendar months next succeeding the month for which Net Cash
Flow is computed;

                  (b)  the acquisition, improvement, development,
management, operation (including, but not limited to insurance and property
taxes and assessments), maintenance, replacement or preservation of the
Project (including the Property and Improvements); and

                  (c)  increases in working capital and other
contingencies.

In computing Net Cash Flow, no deductions shall be made for depreciation or
amortization.

      NET RECEIPTS - means all Net Cash Flow distributable hereunder to the
Members, from whatever source derived other than Disposition Proceeds.

      OFF-SITE PARKING FACILITY - means the seven level parking garage
constructed on the Property as part of the Project at Second and Hill
Streets, Los Angeles, California.

      OPERATING BUDGET - means the annual budget prepared by the Property
Manager as contemplated by SECTION 3.01(b)(iii) hereof.

      OPERATING LOSS - means the net loss realized by the Company during a
fiscal year (after excluding any Disposition Profit and Disposition Loss),
including each and every item of income, gain, loss and deduction
comprising such net loss, whether includable in, or deductible from, the
Company's taxable income in accordance with Code Section 703(a).

      OPERATING PROFIT - means the net profit realized by the Company
during the fiscal year (after excluding any Disposition Profit and
Disposition Loss), including each and every item of income, gain, loss and
deduction comprising such net profit, whether includable in, or deductible
from, the Company's taxable income in accordance with Section 703(a) of the
Code.

      PERCENTAGE INTEREST - means the following: the Maguire Partners
Percentage Interest, the Carlyle 14 Percentage Interest and the Carlyle 15
Percentage Interest.

      PERSON - means any individual, corporation, partnership, joint
venture, limited liability company, association, joint-stock company,
trust, unincorporated organization or government, or any agency or
political subdivision thereof.

      PHASE I BUILDING - means the 54-story office building located at 333
South Grand Avenue, Los Angeles, California.

      PHASE I PARTNERSHIP - means Maguire Partners-Crocker Properties Phase
I, a California limited partnership which owns and operates the Phase I
Project.

      PHASE I PROJECT - means the Phase I Building and related improvements
constructed on Parcel N of the Bunker Hill Urban Renewal Project.

      PROJECT - means the development and construction of the Improvements
on the Property and the operation of the Improvements following completion
as contemplated herein.

      PROPERTY - means Parcels 0 and X-2(b) in the Bunker Hill Urban
Renewal project in Los Angeles, California, as more particularly described
in EXHIBIT A attached hereto, together with all Improvements from time to
time existing thereon, and all appurtenances thereof.

      PROPERTY MANAGER - means the Property Manager appointed as
contemplated in SECTION 3.01(b) hereof.

      REGULATIONS - means the federal income tax regulations promulgated by
the Treasury Department under the Code, as such regulations may be amended
from time to time.  All references herein to a specific section of the
Regulations shall be deemed also to refer to any corresponding provisions
of succeeding Regulations.

      SECRETARY OF STATE - shall mean the Secretary of State of the State
of California.

2.    FORMATION OF COMPANY; CAPITAL, DISTRIBUTIONS AND ALLOCATIONS.

      2.01 INTRODUCTORY MATTERS.

           (a)   The parties have formed the Company pursuant to the
provisions of the Act by filing the Articles of Organization with the
Secretary of State.

           (b)   The purpose of the Company shall be to own and operate
the Property and Improvements as investments and for income-producing
purposes, as the successor-in-interest by merger to the Partnership.  The
Company shall have no other intended purpose nor engage in any other
business, except as set forth above, and shall be operated independently of
the Phase I Partnership, except to the extent that coordination between the
Phase I Project and the Project is determined by the mutual determination
of the respective Management Committees of the Company and the Phase I
Partnership to be mutually beneficial in connection with their operation.

           (c)   The term of the Company commenced upon the filing of the
Articles of Organization for the Company and shall end on December 31, 2035
unless the Company is terminated or dissolved sooner, in accordance with
the provisions of this Agreement.

           (d)   The Company shall maintain its principal place of
business at 355 South Grand Avenue, Suite 4500, Los Angeles, California
90071, or any other location mutually agreed upon by the Members.

           (e)   The name and address of the Company's agent for service
of process is Maguire Partners, 355 South Grand Avenue, Suite 4500, Los
Angeles, CA 90071.

      2.02 MEMBERS AND THEIR INTERESTS.

           (a)   The Initial Members in the Company consist of Maguire
Partners, Carlyle 14 and Carlyle 15, each with the Percentage Interest in
income and capital distributions of the Company as is defined in ARTICLE I
hereof subject to the preferences set forth in SECTIONS 2.06 and 2.09.

           (b)   The parties hereby agree to merge the Partnership into
the Company. The Members shall cause the necessary filings and documents to
be prepared and filed to effect the merger of the Partnership into the
Company as quickly as possible including the execution of an Agreement of
Merger between the Partnership and the Company and a Certificate of Merger
(Form LLC-9) to be filed with the Secretary of State and, if necessary,
recorded in Los Angeles County Records.  The Members intend that such
merger shall be accomplished pursuant to Section 708(b)(2)(A) so that the
Company is the continuing entity and shall comply with the Regulations and
rulings under Code Section 708. The Members acknowledge that they shall
hold all of their respective rights and obligations with respect to the
Project solely through the Company, from and after the effective date of
the merger of the Partnership into the Company, and that no Member has any
separate rights or claims against any other Member or any other partner in
the Partnership, or with respect to the Project, by or through the
Partnership.

           (c)   Maguire Partners holds an undivided twenty percent (20%)
interest in certain artworks described on EXHIBIT "B" attached hereto
("ARTWORK"), separate and apart from Maguire Partner's interest in said
Artwork through the Company. Carlyle holds no interest in such Artwork
directly or through the Company.

      2.03 CAPITAL CONTRIBUTIONS.

           (a)   Each Member has the Capital Account set forth on EXHIBIT
"C" attached hereto, which Capital Accounts reflect the adjustment to such
Capital Accounts provided for in SECTION 2.04(a) through the date of the
Supplemental Contributions required by SECTION 2.03(b). Such Capital
Accounts have been revalued in accordance with Regulation Section 1.704-
1(b)(2)(4)(f).
           (b)   On the date hereof, each of Maguire Partners and Carlyle
shall contribute $1,000,000 in cash to the capital of the Company
("SUPPLEMENTAL CONTRIBUTIONS") for a total of $2,000,000 of capital.  The
Supplemental Contributions shall be paid by the Company to Aetna pursuant
to the Modification Documents.

      2.04 CAPITAL ACCOUNTS.

           (a)   A separate non-interest bearing Capital Account shall be
maintained for each Member, (A) to which there shall be credited (1) all
cash contributions of such Member to the Company, (2) the fair market
value, at the date of contribution, of property contributed by such Member
to the Company (net of liabilities assumed by the Company and liabilities
to which such contributed property is subject), which amount credited may
be less than $0, (3) such Member's share of Operating Profit, (4) such
Member's share of Disposition Profit (including, but not limited to,
Disposition Profit described in SECTION 3.06(g) hereof), (5) if an election
under Section 754 of the Code shall apply to a distribution of property by
the Company to a Member, (a) the amount of gain, if any, recognized by such
Member upon such distribution in accordance with Section 731(a)(1) of the
Code, and (b) in the case of a distribution of Company property other than
money under Section 732(a)(2) of the Code, the excess, if any, of the
Company's adjusted basis of such distributed property over the basis of
such distributed property to the distributee Member, and (6) 50% of any
recaptured investment tax credit suffered by the Member if no election
under Section 48(q)(4) of the Code was made with respect to the investment
tax credit subject to recapture; and (B) to which there shall be debited
(1) all cash distributions to such Member, (2) the fair market value of
property distributed to such Member (net of liabilities assumed by such
Member and liabilities to which such distributed property is subject),
which amount debited may be less than $0, (3) such Member's share of
Operating Loss, (4) such Member's share of Disposition Loss (including, but
not limited to, Disposition Loss described in SECTION 3.06(g) hereof), and
(5) 50% of any investment tax credit allocated to such Member unless an
election under Section 48(q)(4) of the Code was made with respect to such
investment tax credit.  Upon the sale or exchange of a Company Interest,
(i) if such sale or exchange causes a termination of the Company within the
meaning of Section 708(b)(1)(B) of the Code, the income tax consequences of
the deemed distribution of Company property and the deemed immediate
contribution of Company property to a new partnership or limited liability
company (which for all other purposes continues to be the Company) shall be
governed by the relevant provision of Subchapter K of Chapter I of the Code
and the regulations promulgated thereunder (including Section 704(c) of the
Code) and the Capital Accounts of the Members shall be redetermined in
accordance with this SECTION 2.04(a); (ii) if such sale or exchange does
not cause a termination of the Company within the meaning of Section
708(b)(1)(B) of the Code and if an election by the Company under Section
754 of the Code shall apply to such sale or exchange, the Capital Account
of the selling or exchanging Member (or such portion which is attributable
to the interest sold or exchanged) will be carried over to the transferee
Member and there shall be made to the Capital Account of the Member who
receives the special basis adjustment under Section 743 of the Code a
corresponding adjustment to take into account such Code Section 743 basis
adjustment; or (iii) in the case of a sale or exchange not described in
clause (i) or (ii) of this sentence, the Capital Account of the selling or
exchanging Member (or such portion which is attributable to the interest
sold or exchanged) will be carried over to the transferee Member.

           (b)   Funds of the Company which are held in reserve and not
available for distribution shall to the extent practicable be invested in
bank certificates of deposit at market rates.  Interest earned on funds of
the Company so invested shall inure solely to the benefit of the Company,
and no interest shall be paid to any Member upon any contributions or
advances to the capital of the Company (except as expressly provided
herein), nor upon any undistributed or reinvested income or profits of the
Company.

      2.05 ADDITIONAL CAPITAL CONTRIBUTIONS.

           (a)   Additional capital contributions shall be made by the
Members as described below in order to satisfy any Capital Shortfall
declared by the Management Committee as a Major Decision under SECTION
3.01(c).  Such capital contributions will not be made until other existing
funds of the Company have been utilized, and the Members shall use their
best efforts to cause the Company to borrow from third parties any funds
required for satisfaction of such Capital Shortfall before any demand is
made on the Members for capital contributions for the same.  No Member
shall have any obligation to make a capital contribution to the Company
except as expressly required by the provisions of this Agreement.

           (b)   If any additional capital contributions are required to
satisfy any Capital Shortfall declared by the Management Committee as a
Major Decision under SECTION 3.01(c) (it being contemplated that the
Project Reserve permitted by the Aetna Modification Documents and the
Additional Loan Advances which Aetna has agreed to fund to the Partnership
under the Modification Documents will be used first to fund Company
requirements as described in SECTION 2.07(a) hereof before the Members
shall be obligated to make a contribution with respect to the same), then
the same shall be contributed by the Members in proportion to their
respective Percentage Interests at the time of such Capital Shortfall.

           (c)   In the event any Member shall fail to make any required
capital contribution required by SECTION 2.05(b) above within ten days (10)
after written demand for such payment by any other Member, (i) unless the
Members other than the non-contributing Member elect, either pursuant to
clause (ii) below or pursuant to SECTION 2.05(d) below, to make the entire
contribution required to be made by the non-contributing Member, each
Member that has made the additional capital contribution required to be
made by it pursuant to SECTION 2.05(b) above may withdraw such capital
contribution from the Company and may retain such amount until the non-
contributing Member shall have made the additional capital contribution
required to be made by it pursuant to SECTION 2.05(b) above, or (ii) the
capital contribution required to be made by the non-contributing Member may
be made by the other Members, in proportion to their respective Percentage
Interests or as they may otherwise agree, in which event such unpaid
capital contribution shall constitute a debt owed by the non-contributing
Member to the contributing Members, which shall bear interest at the prime
rate from time to time announced by Wells Fargo Bank, N.A., plus 5% per
annum (but not to exceed the maximum rate permitted by law), until paid and
shall be payable (with interest as aforesaid) 120 days after demand by the
contributing Members.  In addition, and not in limitation of, the other
rights and remedies of the contributing Members, any distributions
otherwise to be made by the Company to a non-contributing Member shall
instead be made to the contributing Members, to be applied against such
debt, and until such amounts, including accrued interest, are paid in full,
no further distributions shall be made to any non-contributing Member by
the Company and such non-contributing Member shall cease to have any vote
on the Management Committee.  Such debt, with interest as aforesaid, shall
be with recourse as to the non-contributing Member, and shall be secured by
a security agreement being executed contemporaneously herewith by such
Member encumbering such Member's Company Interest.  Any capital
contribution so contributed by one Member on behalf of another Member
shall, for purposes of SECTION 2.05(a) above, be deemed made by the Member
on behalf of which such contribution was made.

           (d)   In the event any Member shall fail to make any capital
contribution required by SECTION 2.05(b) above and the other Members do not
elect to make such capital contribution in its entirety pursuant to SECTION
2.05(c) above within 45 days after written demand for payment of the
capital contribution given to the defaulting Member by any other Member
(which may be the same written demand as that given under SECTION 2.05(c)
above), then (unless the interest of the non-contributing Member in the
Company is acquired pursuant to SECTION 3.06(c) hereof as a result thereof)
the remaining Members may make such additional capital contributions in
cash in proportion to their respective Percentage Interests, or as they may
otherwise agree, in which event the respective Percentage Interests of the
Members shall be:

                 (i)  in the case of a Member making such additional
capital contributions pursuant hereto, the Percentage Interest of such
contributing Member shall be increased by a percentage (herein called the
"PERCENTAGE ADJUSTMENT") determined by (x) dividing the amount of the
required capital contribution made by such contributing Member by the
"Estimated Value" of the defaulting Member's Interest, and (y) multiplying
the result by such defaulting Member's Percentage Interest before such
adjustment.  For this purpose, "Estimated Value" shall be equal to 80% of
the total proceeds such defaulting Member would receive upon a liquidation
of the Company at its "Net Fair Market Value" and a distribution to the
Members in accordance with SECTIONS 3.06(d) and 2.06(c) hereof.  Except as
otherwise provided in this Agreement, such "Net Fair Market Value" of the
Company shall be determined in accordance with SECTION 3.03(e) hereof;

                 (ii) in the case of a defaulting Member, its Percentage
Interest shall be decreased by the total Percentage Adjustment increases
pursuant to (i) above.

           (e)   The Percentage Adjustments shall be adjusted to the
nearest one hundredth of 1%.  Adjustment shall be made in the respective
Percentage Interests on each occasion when an additional aggregate capital
contribution of at least $500,000 is made pursuant to SECTION 2.05(b),
taking into consideration for this purpose on a cumulative basis any such
capital contributions not previously included in making any such
adjustment.  Nothing herein shall obligate a Member to make any additional
capital contribution required by SECTION 2.05(b) in the event one or more
of the Members fails to make such contributions hereunder.

           (f)   To illustrate the operation of this SECTION 2.05, assume,
for purposes of this example only, that the Percentage Interests of Carlyle
14, Carlyle 15 and Maguire Partners are 17.495%, 32.495% and 50.01%,
respectively, at the time an additional capital contribution of $10,000,000
is required pursuant to SECTION 2.05(b).

                 (i)  If all of the Members contribute the required
capital pro rata ($1,749,500 by Carlyle 14, $3,249,500 by Carlyle 15 and
$5,001,000 by Maguire Partners) there would be no adjustment in the
respective Percentage Interests.

                 (ii) If Carlyle 14 and Carlyle 15 did not make their
required capital contributions and Maguire Partners made such contributions
(assuming that no loans were made to Carlyle 14 and Carlyle 15 pursuant to
SECTION 2.05(c) above) then, assuming that the Net Fair Market Value of the
Company has been appraised at an amount that would result in a total
distribution of $120 million to Carlyle 14 and Carlyle 15 upon liquidation
of the Company, the Percentage Interest of Maguire Partners would be
increased by 2.61%.

                 MAGUIRE PARTNERS

                 1,749,500       x     17.495%    =    0.91%
                 -----------------
                 80% x $41,996,399


                 3,249,500       x     32.495%    =    1.69%
                 -----------------
                 80% x $78,003,601

The Percentage Interest of Carlyle 14 would be decreased by 0.91% to
16.585%, and the Percentage Interest of Carlyle 15 would be decreased by
1.69% to 30.805%.

      2.06 DISTRIBUTIONS.

           (a)   Not later than fifteen (15) days after the end of each
calendar month, the Property Manager shall make a distribution to the
Members of the entire Net Cash Flow of the Company during such preceding
month.

           (b)   Net Receipts shall be distributed to the Members as
follows:

                 (i)  FIRST LEVEL.  The first available Net Receipts
shall be distributed equally (50/50) to Maguire Partners and to Carlyle
until each of them has received a cumulative amount of Net Receipts under
this SECTION 2.06(b)(i) and Disposition Proceeds under SECTION 2.06(c)(i)
to provide each Member with a 25% internal rate of return, calculated on an
annual basis, on the Supplemental Contribution made by such Member from the
date of the making of the Supplemental Contribution through the date such
return is calculated with the first distributions being treated as return
on capital.  The foregoing amount is referred to herein as the
"SUPPLEMENTAL CONTRIBUTION PREFERRED RETURN".  For purposes hereof, the
internal rate of return on the Supplemental Contributions shall be
calculated by the Company's accountants, which calculations shall be final
and conclusive, if made in good faith and without manifest arithmetic
error.

                 (ii) SECOND LEVEL.  After satisfaction of the
Supplemental Contribution Preferred Return to Maguire Partners and Carlyle
under SECTION 2.06(b)(i), the next available Net Receipts, up to a
cumulative amount of $5,000,000 of Net Receipts under this SECTION
2.06(b)(ii) and Disposition Proceeds under SECTION 2.06(c)(ii), shall be
distributed pari passu 80% to Carlyle and 20% to Maguire Partners.  The
allocation of Net Receipts under this SECTION 2.06(b)(ii) is referred to
herein as the "$5,000,000 PREFERENCE".

                 (iii)  THIRD LEVEL.  The balance of the Net Receipts
remaining, after the distributions under the First and Second Levels above,
shall be distributed to the Members in proportion to their Percentage
Interests.

                      All Net Receipts distributable to Carlyle 14 and
Carlyle 15 pursuant to this SECTION 2.06(b) shall be distributed in the
ratio of their Percentage Interests.

           (c)   The Disposition Proceeds shall be distributed to the
Members as follows:

                 (i)  FIRST LEVEL.  In the event distribution of Net
Receipts previously made to the Members pursuant to SECTION 2.06(b)(i)
hereof, plus the amount of the prior distributions of Disposition Proceeds
pursuant to this First Level, shall be less than the Supplemental
Contribution Preferred Return as of the date the current distribution of
such Disposition Proceeds shall be made, then there shall first be
distributed to Maguire Partners, on the one hand, and Carlyle, on the other
hand, on an equal (50/50) basis, out of such Disposition Proceeds an amount
equal to such deficiency.

                 (ii) SECOND LEVEL.  After distribution of Disposition
Proceeds as required by SECTION 2.06(c)(i), in the event the amount of
distributions previously made to the Members pursuant to SECTION
2.06(b)(ii) hereof, plus the amount of distributions of Disposition
Proceeds previously made pursuant to this Second Level, is, in the
aggregate, less than the $5,000,000 Preference as of the date of the
current distribution of such Disposition Proceeds being made, then there
shall next be distributed an amount equal to such deficiency, on a pari
passu basis, 80% to Carlyle and 20% to Maguire Partners out of such
Disposition Proceeds.

                 (iii)  THIRD LEVEL.  The balance of the Disposition
Proceeds remaining after the distributions under the First and Second
Levels above shall be distributed to the Members in accordance with their
respective Percentage Interests.

           The cash portion of the Members' share of Disposition Proceeds,
together with all installments and payments of cash of or against any
deferred portion of such Disposition Proceeds, shall be distributed in
accordance with the levels provided above, with each person or entity
entitled to payment under a level receiving the entire amount of such cash
until the sum payable under such level shall have been discharged in cash.

      All Disposition Proceeds distributable to Carlyle 14 and Carlyle 15
pursuant to this SECTION 2.06(c) shall be distributed in the ratio of their
Percentage Interests.

      2.07 RESERVES.

           (a)   During the term of the Aetna Loan, and until the Aetna
Loan is refinanced with a replacement loan that permits a greater reserve
amount, the Company shall maintain a $3,000,000 Project Reserve for capital
improvements and operating costs and a $250,000 working capital reserve in
accordance with, and to the extent permitted by, the Modification
Documents.

                 (i)  At such time as the Company is no longer subject to
the Modification Documents, the Company shall establish capital
improvements and operating reserves as are determined from time to time
with the Approval of the Management Committee.

           (b)   The capital improvements and operating reserves
established from time to time by the Company shall be used (A) to fund
tenant improvements and leasing commissions with respect to space in the
Building, (B) to pay operating deficits (including, but not limited to, any
of the same resulting from the obligation to pay debt service) for any
period after the date of this Agreement, (C) to fund any required capital
improvements, and (D) to fund any obligations of the Company under leases
of space assumed by the Company from persons who have become or may
hereafter become tenants in the Building.

      2.08 RESERVED.

      2.09 ALLOCATIONS AMONG MEMBERS.

           (a)   All Operating Profit, Operating Loss, Disposition
Profits, Disposition Loss and tax credits shall be allocated to the Members
as provided below in this SECTION 2.09.

           (b)   The Operating Profit and Disposition Profit of the
Company shall be allocated among the Members in the following order of
priority:

                 (i)  First, to the Members in proportion to, and in a
cumulative amount equal to, the cumulative amount of Operating Loss and
Disposition Loss previously allocated to the Members pursuant to SECTIONS
2.09(c)(ii), (iii) and (iv);

                 (ii) Second, to the Members in proportion to, and in a
cumulative amount up to, the cumulative amount of Net Receipts and
Disposition Proceeds distributed to the Members or to be distributed to the
Members under SECTIONS 2.06(b)(i) and (ii) and 2.06(c)(i) and (ii),
excluding any distribution of Net Receipts and Disposition Proceeds which
represents a return of the capital contributions of such Members
(including, for example, the return of the Supplemental Contributions as
part of the Supplemental Contribution Preferred Return); and

                 (iii)  Third, the balance of the Operating Profit and
Disposition Profit in any fiscal year shall be allocated among the Members
in proportion to their Percentage Interests.

           (c)   The Operating Loss and Disposition Loss of the Company
shall be allocated among the Members in the following order of priority:

                 (i)  First, to the Members in proportion to, and in a
cumulative amount equal to, the cumulative amount of Operating Profit and
Disposition Profit previously allocated to the Members pursuant to SECTION
2.09(b)(iii) until the Adjusted Capital Account of each of the Members is
reduced to the sum of (A) its share of the undistributed Supplemental
Contribution Preferred Return and (B) its share of the undistributed
$5,000,000 Preference;

                 (ii) Second, to the Members in proportion to the amounts
required to be allocated pursuant to this SECTION 2.09(c)(ii), until the
Adjusted Capital Account of each of the Members is reduced to its share of
the undistributed Supplemental Contribution Preferred Return;

                 (iii) Third, to the Members in proportion to the amounts
required to be allocated pursuant to this SECTION 2.09(c)(iii), until the
Adjusted Capital Account of each of the Members is reduced to zero; and

                 (iv) Fourth, the balance of the Operating Loss and
Disposition Loss in any fiscal year shall be allocated among the Members in
proportion to their Percentage Interests.

                 (v)  Notwithstanding anything to the contrary in this
SECTION 2.09(c),

                      (A)   Interest income recognized on any deferred
purchase price obligation received in connection with a Disposition Event
shall not be considered a part of Disposition Profit or Disposition Loss,
as the case may be, and shall be allocated to the Member receiving the
interest payment to which such income is attributable.

                      (B)   To the extent permitted by the applicable
Code provisions and Regulations, all Disposition Profit treated as ordinary
income because it is attributable to the recapture of depreciation or cost
recovery deductions shall be allocated among the Members in the same ratio
as prior allocations to such Members of the depreciation or cost recovery
deductions subject to recapture.  The preceding sentence is intended merely
to characterize the gain allocable to the Members, and shall not operate to
increase or decrease the amount of Disposition Profit otherwise allocable
to the Members under SECTION 2.09(c)(ii).

                 (vi) For purposes of making the allocations provided for
in this SECTION 2.09, the Capital Account of each Member shall be
determined as of the end of the fiscal year in which the Disposition Event
occurred, after (x) crediting to such account all capital contributions
made by the Members within 15 days after the close of the fiscal year, (y)
debiting all distributions (whether of Net Receipts, Disposition Proceeds
or liquidation proceeds) made or to be made to such Member, and (z) after
crediting or debiting, as the case may be, such Member's share of the
Operating Profit or Operating Loss for such fiscal year.

           (d)   TAX CREDITS

                 The Company's basis in any property qualifying for the
investment tax credit shall be allocated among the Members in accordance
with the manner in which they share Operating Profit at the time the
property is first placed in service.

           (e)   SPECIAL ALLOCATIONS

                 Notwithstanding anything to the contrary in SUBSECTIONS
(b) through (d) of this SECTION 2.09:

                 (i)  QUALIFIED INCOME OFFSET.  If any Member
unexpectedly receives any adjustments, allocation or distributions
described in clauses (4), (5) or (6) of Regulations Section
1.704-1(b)(2)(ii)(d), items of Company income shall be specially allocated
to such Member in an amount and manner sufficient to eliminate the deficit
in such Member's Adjusted Capital Account created by such adjustments,
allocations or distributions as quickly as possible.  This SECTION
2.09(e)(i) is intended to constitute a "qualified income offset" within the
meaning of Regulations Section 1.704-1(b)(2)(ii)(d)(3);

                 (ii)  MINIMUM GAIN CHARGEBACK.  If there is a net
decrease in Company Minimum Gain during a fiscal year, each Member will be
allocated, before any other allocation under this SECTION 2.09, items of
income and gain for such fiscal year (and if necessary, subsequent years)
in proportion to and to the extent of an amount equal to such Member's
share of the net decrease in Company Minimum Gain determined in accordance
with Regulations Section 1.704-2(g)(2).  This SECTION 2.09(e)(ii) is
intended to comply with, and shall be interpreted consistently with, the
"minimum gain chargeback" provisions of Regulations Section 1.704-2(f);

                 (iii)  MEMBER NONRECOURSE DEBT MINIMUM GAIN CHARGEBACK.
Notwithstanding any other provision of this SECTION 2.09, but except
SECTION 2.09(e)(ii), if there is a net decrease in Member Nonrecourse Debt
Minimum Gain attributable to a Member Nonrecourse Debt during any fiscal
year of the Company, each Member who has a share of the Member Nonrecourse
Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined
in accordance with Regulations Section 1.704-2(i)(5), shall be specially
allocated items of Company income and gain for such year (and, if
necessary, subsequent years) in an amount equal such Member's share of the
net decrease in Member Nonrecourse Debt Minimum Gain attributable to such
Member Nonrecourse Debt, determined in accordance with Regulations Section
1.704-2(i)(4).  Allocations pursuant to the previous sentence shall be made
in proportion to the respective amounts required to be allocated to each
Member pursuant thereto.  The items to be so allocated shall be determined
in accordance with Regulations Section 1.704-2(i)(4).  This
SECTION 2.09(e)(iii) is intended to comply with the minimum gain chargeback
requirement of that Section of the Regulations and shall be interpreted
consistently therewith;

                 (iv) MEMBER NONRECOURSE DEDUCTIONS.  Any Member
Nonrecourse Deductions for any fiscal year or other period shall be
specially allocated to the Member who bears (or is deemed to bear) the
economic risk of loss with respect to the Member Nonrecourse Debt to which
such Member Nonrecourse Deductions are attributable in accordance with
Regulations Section 1.704-2(i)(2).

                 (v)  NON-RECOURSE DEDUCTIONS.  Any "Non-Recourse
Deductions" as defined in Regulations Section 1.704-2(c) for any fiscal
year or other period shall be specially allocated as items of loss in the
manner provided in Regulations Section 1.704-2(j)(1)(ii).

                 (vi) SPECIAL ALLOCATIONS.  Any special allocations of
Operating Profits and Disposition Profits pursuant to SECTIONS 2.09(e)(ii),
(iii) and (iv) shall be taken into account in computing subsequent
allocations of Operating Profits and Disposition Profits pursuant to
SECTION 2.09(b) and (c), so that the net amount of any items so allocated
and the gain, loss and any other item allocated to each Member pursuant to
this SECTION 2.09 shall, to the extent possible, be equal to the net amount
that would have been allocated to each such Member pursuant to the
provisions of this SECTION 2.09 if such special allocations had not
occurred;

                 (vii)  FEES TO MEMBERS OR AFFILIATES.  In the event that
any fees, interest, or other amounts paid to any Member or any affiliate
thereof pursuant to this Agreement or any other agreement between the
Company and any Member or affiliate thereof providing for the payment of
such amount, and deducted by the Company in reliance on Section 707(a)
and/or 707(c) of the Code, are disallowed as deductions to the Company on
its federal income tax return and are treated as Company distributions,
then:

                      (a)   the Operating Profits or Operating Loss, as
the case may be, for the fiscal year in which such fees, interest, or other
amounts were paid shall be increased or decreased, as the case may be, by
the amount of such fees, interest, or other amounts that are treated as
Company distributions; and

                      (b)   there shall be allocated to the Member to
which (or to whose Affiliate) such fees, interest, or other amounts were
paid, prior to the allocations pursuant to SECTION 2.09(b), an amount of
gross income for the fiscal year equal to the amount of such fees,
interest, or other amounts that are treated as Company distributions.

                 (viii)  704(C) ALLOCATION.  Any item of income, gain,
loss, and deduction with respect to any property (other than cash) that has
been contributed by a Member to the capital of the Company and which is
required or permitted to be allocated to such Member for income tax
purposes under Section 704(c) of the Code so as to take into account the
variation between the tax basis of such property and its fair market value
at the time of its contribution shall be allocated to such Member solely
for income tax purposes in the manner so required or permitted.  The
accounting for SECTION 704(c) for each Member shall continue in the same
manner as for the partners in the Partnership.

           (f)   ALLOCATION UPON CHANGE IN INTERESTS.

           The Company shall treat all transfers and acquisitions of any
interest in the profits or losses of the Company that occur during the
first 15 days of a month as occurring on the first day of the month, and
shall treat all such transfers and acquisitions that occur after the 15th
day of the month as occurring on the 16th day of the month, except that a
daily allocation shall be made in the case of the acquisition or
disposition of a Member's entire interest in the Company.  For purposes of
this subsection (f), the Company shall utilize the interim closing of the
books method.

           (g)   ALLOCATIONS BETWEEN CARLYLE 14 AND CARLYLE 15.

           The Operating Profit and Operating Loss of the Company (and
items of income and deduction entering into the calculation of Operating
Profit or Operating Loss) which is allocated to Carlyle 14 and Carlyle 15
as aforesaid shall be allocated between Carlyle 14 and Carlyle 15, on a
monthly basis, in such a manner that the cumulative allocations to Carlyle
14 and Carlyle 15 will be allocated 65% to Carlyle 15 and 35% to Carlyle
14.


           (h)   NON-RECOURSE LIABILITIES.

           The non-recourse liabilities of the Partnership, as defined in
Regulations Section 1.752-1(a)(2) shall be allocated among the Members in
accordance with Regulations Section 1.752-3(1)(1), (2) and (3).

      2.10 RESERVED.

      2.11 SPECIAL ASSETS.

           (a)   Neither Carlyle 14 nor Carlyle 15 will have any interest
in any of the Artwork described on EXHIBIT "B" hereto, any benefits
therefrom to accrue to Maguire Partners; provided that if any such artwork
shall hereafter be removed from its present location, Maguire Partners
shall promptly replace any Artwork it causes or permits to be removed with
other artwork comparable in size and appearance to that so removed, in
compliance with any governmental requirements presently in effect and with
all requirements in the Permitted Exceptions, Tenant Leases, Loan Documents
and Continuing Contracts (as such terms are defined in that certain
Agreement Re: Purchase and Sale of Partnership Interests among Maguire
Partners, Carlyle and Crocker Properties, Inc. dated June 28, 1985)
relating to artworks in or around the Building, and shall promptly restore
and finish the Property to first-class condition after any such removal.

           (b)   Maguire Partners shall have the right, on behalf of the
Company, to covenant to the City of Los Angeles any and all "Excess Parking
Capacity" (as hereinafter defined) in the Off-Site Parking Facility,
pursuant to Section 12.26E5 of the Los Angeles Municipal Code, or any
successor provision, for the benefit of any third party for the maintenance
of off-street parking spaces for the construction, operation or other
benefit of any other development projects or structures in the City of Los
Angeles and to receive and own any consideration paid by third parties for
such Excess Parking Capacity (all gain and income recognized by the Company
for income tax purposes due to such consideration being allocated to
Maguire Partners); provided, however, that no person shall be entitled to
actually occupy parking spaces within the Off-Site Parking Facility without
both obtaining the consent of the Company and paying to the Company the
prevailing market rate for comparable parking rights in downtown Los
Angeles, to which Carlyle 14 and Carlyle 15 will be entitled in accordance
with their Company interests.  As used herein, "Excess Parking Capacity"
means that number of code compliance automobile parking spaces in the Off-
Site Parking Facility equal to the excess, if any, of (a) the total number
of code compliance automobile parking spaces in the Off-Site Parking
Facility, over (b) the aggregate number of automobile parking spaces
covenanted to the City of Los Angeles or otherwise restricted (including
restrictions which are to become effective at some future date) so as to be
unavailable for covenanting to the City of Los Angeles for the benefit of
third parties.

      2.12 AETNA LOCKBOX.  Notwithstanding anything to the contrary in
this Agreement, all receipts and funds of the Company shall be subject to
the terms, conditions and procedures of that certain Lockbox Agreement
dated as of December 1, 1994, by and among the Partnership, Aetna and CB
Commercial Real Estate Group, Inc. and of the Modification Documents so
long as such agreements remain in force and effect.

3.    MANAGEMENT AND OPERATION.

      3.01 MANAGEMENT OF THE COMPANY.

           (a)   MANAGEMENT COMMITTEE.

                 (i)  The overall management and control of the business
and affairs of the Company shall be vested in a Management Committee,
appointed as hereinafter provided in this SECTION 3.01, which shall be
required to approve all decisions with respect to the management or control
of the Company, except as otherwise expressly provided herein.  Except
where herein expressly provided to the contrary, all decisions with respect
to the management and control of the Company that are "Approved by the
Management Committee" shall be binding on the Company and all of its
Members.  The size of the Management Committee shall be determined by
written approval of Members holding Percentage Interests in the Company
equal to at least seventy-five percent (75%), and the members of the
Management Committee shall be appointed by similar written approval and
shall include at least one representative each for Maguire Partners, for
Carlyle 14 and for Carlyle 15; provided, however, that the same person or
persons may be designated as the representative or representatives of both
Carlyle 14 and of Carlyle 15.  The Company shall be a limited liability
company managed by its Members for purposes of the Act.  The number of
representatives which each Member may have on the Management Committee
shall in any event be subject to the written approval of each of the other
Members other than a Member whose Percentage Interest in the Company shall
at any time be equal to or less than twenty percent (20%).  Each Member so
entitled shall designate in writing from time to time its respective
representatives on the Management Committee and an alternate.

                 Any action of the Management Committee shall require the
written approval of the representatives on the Management Committee of all
Members.  Each such representative shall be fully authorized to provide any
consent or approval which may be required hereunder of the Management
Committee.  No meeting of the Management Committee shall be held unless at
least one representative of Maguire Partners and one representative of
either Carlyle 14 or Carlyle 15 are present.

                 (ii) In the event that the Management Committee fails to
take action on a Major Decision due to the inability of the representatives
of Maguire Partners and Carlyle to agree on the action to be taken, then
either Maguire Partners or Carlyle may give written notice (the
"ARBITRATION NOTICE") to the other that such inability to agree poses
significant risk to the successful operation of the Company (provided that
no Member shall give an Arbitration Notice with respect to a proposed
refinancing of the indebtedness on the Property that is not permitted by
SECTION 3.01(c)(ii) below) and thereupon the following actions shall be
taken:

                      (aa)  Within thirty (30) days after transmittal of
such notice Maguire Partners and Carlyle shall each appoint an arbitrator,
and the two arbitrators so appointed shall appoint a third arbitrator.  If
only two arbitrators are appointed within the first ten (10) days of the
initial thirty day period, then either Maguire Partners or Carlyle shall be
entitled to apply to the presiding judge of the Superior Court of the
County of Los Angeles for the selection of a third arbitrator who shall
then participate in such arbitration proceedings, and who shall be selected
from a list of four arbitrators possessing the qualifications set forth
below two of which shall be submitted by Maguire Partners and two of which
shall be submitted by Carlyle.  Any arbitrator appointed pursuant to this
SECTION 3.01(a)(ii) shall be a qualified expert with generally recognized
current competence in real estate development.  In conducting their
proceedings, the arbitrators shall be guided by the intention of the
Members that the Project be constructed and operated as a high quality
investment and building complex suitable for a corporate headquarters.
Except as otherwise provided herein, such arbitration shall be conducted in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association.

                      (bb)  Within fifteen (15) days of the date of
selection of the last of the arbitrators to be selected by the foregoing
procedure set forth in clause (aa), the arbitrators shall furnish Maguire
Partners and Carlyle with written determination of a reasonable action to
be taken on the Major Decision in question.  Such written determination
shall be signed by at least a majority of the arbitrators.

                      Either Maguire Partners or Carlyle shall have the
right to disapprove the determination by the arbitrators by written notice
to the other within ten (10) days after the delivery of the written
determination.  Failure to so disapprove the written determination shall
constitute approval of the action on the Major Decision as set forth in the
written determination.

                      (cc)  In the event either Maguire Partners or
Carlyle disapproves said written determination, then either Maguire
Partners or Carlyle (hereinafter called the "INITIATING PARTNER") shall, by
giving written notice to the other (hereinafter called the "RESPONDING
PARTNER"), of its disapproval of said determination within said ten (10)
day period be deemed to have initiated proceedings for the purchase or sale
of its respective Percentage Interest in the Company as herein
contemplated.  If a majority of the arbitrators fail to deliver a written
determination within the time period provided above, then either Maguire
Partners or Carlyle as the Initiating Member may similarly give written
notice to the other as the Responding Member of its election to initiate
such proceedings.  Within ten (10) days after the delivery of such notice
to initiate such procedures, Maguire Partners and Carlyle shall take steps
to have the Net Fair Market Value of the Company determined by appraisal as
provided in SECTION 3.03(e) hereof or by agreement or by any other means or
methods upon which they may from time to time agree.  Within ten (10) days
after receipt of the results of such appraisal, or other agreement upon or
determination of such Net Fair Market Value, the Responding Member shall
give written notice to the Initiating Member as to whether the Responding
Member elects to sell its Percentage Interest in the Company to the
Initiating Member at the Net Fair Market Value thereof as so determined or
whether it elects to purchase the Percentage Interest in the Company of the
Initiating Member at such Net Fair Market Value.  All such notices to
purchase when so delivered shall effect a binding agreement between Maguire
Partners and Carlyle to purchase or sell its respective Percentage Interest
in the Company to the other for cash as herein contemplated and such
purchase or sale shall be consummated within the time period and in the
manner contemplated in SECTION 3.03(d) hereof.  Upon the delivery of such
election to purchase or sell, the Member whose interest is to be purchased
as herein contemplated shall cease to have a vote on the Management
Committee unless and until the Member which is to purchase such interest
shall default in its obligation to do so.  If the Responding Member fails
to exercise its election to purchase or sell within the time period
provided, or if the Member which elects to purchase the Percentage Interest
of the other Member as herein contemplated thereafter fails to consummate
such purchase as herein contemplated, then the Initiating Member (in case
of the Responding Member's failure) or the nondefaulting Member (in case of
such failure of the Purchasing Member) as the case may be, shall have the
right by giving written notice of its election to do so to purchase the
Percentage Interest of such Responding Member or defaulting Member for cash
within the time period and in the manner contemplated in SECTION 3.03(d)
hereof.  The price to be paid for the Percentage Interest to be so
purchased shall equal that portion of the Net Fair Market Value of the
assets of the Company which such selling Member would receive in the event
of dissolution of the Company pursuant to SECTION 3.06(d).

                      (dd)  Neither Carlyle 14 nor Carlyle 15 shall take
any action pursuant to this SECTION 3.01(a)(ii) without the concurrence of
the other.

           (b)   PROPERTY MANAGER.

                 (i)  The Company shall have a manager (the "PROPERTY
MANAGER") who shall be Maguire/Thomas Partners Development, Ltd., a
California limited partnership. The Property Manager shall be responsible
for the implementation of the decisions of the Management Committee and for
conducting the ordinary and usual business and affairs of the Company as
more fully set forth herein and in the Management Agreement referred to
below.  The Management Committee of the Company shall require that the
Property Manager shall at all times conform to the policies and programs
established by the Management Committee and that the scope of the Property
Manager's authority shall be limited to said policies and programs.  The
acts of the Property Manager shall bind the Members and the Company only
when within the scope of such Property Manager's authority.  The Property
Manager shall at all times be subject to the direction of the Management
Committee, and the Management Committee shall require that the Property
Manager shall keep such Management Committee informed as to all matters of
concern to the Company.

                 o th The duties, obligations and compensation of the
Property Manager are set forth in the existing Property Management and
Leasing Agreement between the Company and the Property Manager.  The
Property Manager may be another affiliate of Maguire Partners if
Maguire/Thomas Partners-Development, Ltd. resigns for any reason.  The
Property Manager may, but is not obligated to, hire a professional building
management firm to assist in carrying out the duties of the Property
Manager, in which event such affiliate of Maguire Partners shall receive
such compensation, if any, for performing the duties of the Property
Manager as may be Approved by the Management Committee.  The Property
Manager may, with the Approval of the Management Committee, be terminated
as the Property Manager with or without cause as provided in the Management
Agreement; provided that if an affiliate of Maguire Partners is acting as
the Property Manager, Carlyle 14 and Carlyle 15 may, with cause, terminate
its employment as the Property Manager and may, with or without cause,
terminate the employment of any professional building management firm
employed by Maguire Partners to assist it as aforesaid.  In the event that
the Management Committee cannot agree upon the appointment of any successor
Property Manager within thirty (30) days after the termination or removal
of such Property Manager, then within thirty (30) days after the expiration
of said thirty (30) day period, Maguire Partners may deliver to the other
Members a written statement setting forth the names of three responsible
parties experienced in the management of real estate who would be
acceptable to Maguire Partners as the Property Manager and the terms and
conditions under which such parties would act as the Property Manager.
Within thirty (30) days after receipt of such statement, the other Members
shall give Maguire Partners a joint written notice setting forth the name
of the party out of such three parties which they select to act as the
Property Manager.  In the event that Maguire Partners fails to provide the
other Members with the written statement of three responsible parties
referred to above within the required thirty (30) day period, the other
Members may proceed jointly to select a Property Manager and give Maguire
Partners notice of such selection.  In the event that Maguire Partners
gives the aforesaid written statement as provided above and the other
Members do not give to Maguire Partners the joint written notice setting
forth the name of the party selected as Property Manager within the
aforesaid thirty (30) days, Maguire Partners may select the Property
Manager from the list and give the other Member notice of its selection.
Upon receipt of notice from the other Members, or from Maguire Partners, as
the case may be, all parties hereto shall execute such documents and do
such other acts as may be required to appoint such party as the Property
Manager and enable such party to act as the Property Manager.  Subject to
the Approval of the Management Committee, the Property Manager being
removed or terminated shall continue to serve as such until the successor
Property Manager as provided herein has been selected.  During any period
of time in which there shall not be a Property Manager actively serving in
such a capacity, the Management Committee shall carry out all
responsibilities of the Property Manager hereunder and under the Management
Agreement.

                 (iii)  Not less often than once each fiscal year, the
Property Manager shall prepare and submit to the Management Committee for
its consideration an Operating Budget setting forth the estimated receipts
and expenditures (capital, operating and other) of the Company for the
forthcoming year, which Operating Budget shall be submitted to the
Management Committee at least sixty (60) days prior to the commencement of
each fiscal year of the Company.  The Management Committee shall review and
adjust the Operating Budget on a quarterly basis.  The Operating Budget as
so reviewed shall provide sufficient funds for the operation of the
Project, so as to permit operation of the Project in a manner consistent
with that for the operation of a first-class office building.  When
Approved by the Management Committee, the Property Manager shall implement
the Operating Budget and shall be authorized, without the need for further
Approval by the Management Committee, to make the expenditures and incur
the obligations provided for in such Operating Budget.

                  (iv)Maguire/Thomas Partners Development, Ltd. ("MTP-D")
has entered into a letter agreement with Carlyle dated of even date
herewith re: Maguire Thomas Partners-South Tower, LLC- Manager's Payment
(the "LETTER AGREEMENT").  Pursuant to the Letter Agreement, MTP-D is
obligated to pay the Manager's Payment, as defined therein, to Carlyle in
monthly installments on the terms and conditions specified in the Letter
Agreement.  Maguire Partners agrees that if MTP-D fails to pay any
installment of the Manager's Payment when due and payable to Carlyle under
the Letter Agreement, and if Carlyle notifies MTP-D of such default and
such default remains uncured for at least 10 days after such notice (a copy
of which shall also be given to Maguire Partners), then Maguire Partners
shall cause the delinquent installment of Manager's Payment to be paid by
Maguire/Thomas Partners Development, Ltd. to Carlyle in accordance with the
Letter Agreement within 15 days after such notice of default from Carlyle.
If Maguire Partners fails to cause such payment to be made as required by
the preceding sentence, then Carlyle may take whatever action Carlyle deems
appropriate to enforce its rights under the Letter Agreement or hereunder,
in its own name or in the name of the Company, to the Manager's Payment and
may invoke the procedures of SECTION 3.06 hereof with respect to such
default of Maguire Partners.

                 (1)  Notwithstanding anything in this Agreement to the
contrary, Maguire Partners shall not be entitled to receive, or have an
interest in, any Net Receipts or other distributions under this Agreement,
in the event Maguire Partners is in default under this SECTION 3.03(b)(iv)
except to the extent the Net Receipts or other distributions hereunder
otherwise distributable to Maguire Partners exceed any amount for which
Maguire Partners is obligated to Carlyle pursuant to this SECTION
3.03(b)(iv) ("MAGUIRE PARTNERS' OBLIGATION").  Any Net Receipts or other
distributions hereunder which, but for the preceding sentence, would be
distributed to Maguire Partners, shall be held by the Company and applied
by it to pay the Maguire Partners' Obligation by payment to Carlyle.  Any
amount held by the Company on account of such Maguire Partners' Obligation
shall be deemed to be a distribution to Maguire Partners (followed by a
payment by Maguire Partners on account of the Maguire Partners'
Obligation), shall reduce the amount otherwise distributable to Maguire
Partners pursuant to this Agreement, shall reduce the Capital Account of
Maguire Partners and shall reduce the amount of the Maguire Partners'
Obligation.

                 (2)  Maguire Partners waives: (a) any defense based upon
any legal disability to enter into the Letter Agreement or other defense of
MTP-D; (b) any defense based on any lack of authority of the officers,
directors, partners or agents acting or purporting to act on behalf of MTP-
D or any principal of MTP-D, or any defect in the formation of MTP-D or any
principal of MTP-D; (c) any and all rights and defenses arising out of an
election of remedies by Carlyle, even though that election of remedies has
destroyed Maguire Partners' rights of subrogation and reimbursement against
the principal; (d) any defense based upon Carlyle's failure to disclose to
Maguire Partners any information concerning MTP-D's financial condition or
any other circumstances bearing on MTP-D's ability to perform its
obligations the Letter Agreement; (e) any defense based upon any statute or
rule of law which provides that the obligation of a surety must be neither
larger in amount nor in any respects more burdensome than that of a
principal; (f) any defense based upon Carlyle's election, in any proceeding
instituted under the Federal Bankruptcy Code, of the application of Section
1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (g) any
defense based upon any borrowing or any grant of a security interest under
Section 364 of the Federal Bankruptcy Code; (h) any right of subrogation,
any right to enforce any remedy which Carlyle may have against MTP-D and
any right to participate in, or benefit from, any security for the Letter
Agreement now or hereafter held by Carlyle; and (i) presentment, demand,
protect and notice of any kind. Maguire Partners agrees that payment or
performance of any act which tolls any statute of limitations applicable to
the Letter Agreement shall similarly operate to toll the statute of
limitations applicable to Maguire Partners' liability hereunder.  Without
limiting the generality of the foregoing or any other provision hereof,
Maguire Partners expressly waives, to the extent permitted by law, any and
all rights and defenses which might otherwise be available to Maguire
Partners under California Civil Code Sections 2787 to 2855, inclusive, 2899
and 3433, or any of such sections.

           (c) APPROVAL OF MAJOR DECISIONS.

           Except for matters that the Property Manager may be
specifically authorized to do pursuant to SECTION 3.01(b) above, no act
shall be taken, sum expended, decision made or obligation incurred by the
Company, the Management Committee, the Property Manager, or any Member with
respect to any matter relating to the management or control of the Company
and each of the major decisions enumerated below (the "MAJOR DECISIONS"),
unless and until each such decision has been Approved by the Management
Committee.  The Major Decisions shall include:

                 (i)        Acquisition of any land or other real
property or interest therein.

                 (ii)       Financing or refinancing of the Company
assets, including without limitation, the financing of the acquisition of
any property of the Company, interim and long-term financing or refinancing
of the Project, and financing operations of the Company; provided, however,
the Members hereby agree that when the present Aetna Loan (as extended by
the Modification Documents) shall mature, they shall accept in replacement
thereof a new mortgage loan in the maximum amount reasonably practicable
having a due date not earlier than 10 years and bearing interest without
any participation or accruals and otherwise at a market rate of interest
and points (which shall not be in excess of the rate of interest and fees
that would be charged on a loan with similar terms but in an amount equal
to the then outstanding balance of the Aetna Loan) and on market terms and
conditions.  The Members hereby approve the Permanent Financing Guidelines
attached hereto as EXHIBIT "D".

                 (iii)Mortgaging or the placing or suffering of any
encumbrance on any of the Property owned or operated by the Company,
including the Improvements thereon; provided, however, that the Property
may be mortgaged to secure a replacement loan described in clause (ii)
above or a second mortgage not in excess of $500,000 (if permitted by the
holder of the first mortgage).

                 (iv)       Approval of the form or forms of leases and
adoption of the terms, conditions and standards (the "LEASE GUIDELINES")
for the leasing of space within any of the Improvements owned or operated
by the Company.  The Property Manager shall be authorized to negotiate and
execute, on behalf of the Company, leases of such space within the lease
guidelines.

                 (v)        Execution of any lease or other arrangement
involving the rental, use or occupancy of space in any of the Improvements
owned or operated by the Company, if such lease or other arrangement
provides for terms, conditions or standards more favorable to the lessee
than those contained in the lease guidelines or otherwise materially varies
from the approved lease guidelines or from the lease forms previously
Approved by the Management Committee.  Leases of space in the Building
shall be effected by the Property Manager pursuant to a standard form of
building lease which shall be Approved in advance by the Management
Committee.  The financial responsibility of each prospective tenant in the
Building and such tenant's compatibility with the general use of the
Building as contemplated herein, and any deviation in terms of the lease to
any prospective tenant including, without limitation, terms as to base
rental, tenants' standard improvements or otherwise, shall be Approved by
the Management Committee.

                 (vi)       Termination or modification of any lease or
other arrangement involving the rental, use or occupancy of space in any of
the Improvements owned or operated by the Company, if such lease or other
arrangement was required to be Approved by the Management Committee
pursuant hereto or if such modification would result in a modified lease or
other arrangement which would, if it were a new lease, be required to be
Approved by the Management Committee pursuant hereto.

                 (vii)Construction of any Improvements or the making of
any capital improvements, repairs, alterations or changes in, to or of that
portion of the Project owned or operated by the Company in an amount which
exceeds the limitations in clause (xiii) below, except for such matters as
may be expressly delegated in writing to the Property Manager by the
Management Committee.  As used in this clause (vii), the term "capital
improvement" does not include any tenant improvements for any one tenant
which do not exceed $45 per square foot (exclusive of improvements paid for
by the tenant or amortized by payments made over the term of the lease).

                 (viii)     Selecting or varying depreciation and
accounting methods and making other decisions with respect to treatment of
various transactions for state or federal income tax purposes or other
financial purposes.

                 (ix)       Approval of all construction and
architectural contracts and all architectural plans, specifications, and
drawings prior to the construction and/or alteration of improvements on the
Property, and any modifications of such contracts, plans, specifications
and drawings, except for such matters as may be expressly delegated in
writing to the Property Manager by the Management Committee.

                 (x)        Varying or changing any portion of the
insurance program set forth in the insurance schedule attached hereto as
EXHIBIT "E".

                 (xi)       Determining whether distributions should be
made to the Members, except as otherwise set forth in SECTIONS 2.06, 2.07
and 2.08 hereof.

                 (xii)Approving the Operating Budget pursuant to SECTION
3.01(b)(iii) hereof.

                 (xiii)     Making any expenditure or incurring any
obligation by or on behalf of the Company involving a sum in excess of
$10,000 or involving a sum of less than $5,000 where the same relates to a
component part of work, the combined cost of which in any one fiscal year
exceeds $100,000, except for expenditures made and obligations incurred
pursuant to and specifically set forth in an Operating Budget theretofore
Approved by the Management Committee or expressly provided for in this
Agreement.

                 (xiv)Making any expenditure or incurring an obligation
which when added to any other expenditure for the fiscal year of the
Company exceeds the Operating Budget or any line item specified in the
Operating Budget.

                 (xv)       Preparation and release of all promotional
and advertising material relating to the Project or concerning the Company,
including without limitation, press releases.

                 (xvi)Selection or termination or removal of the Property
Manager (as contemplated in SECTION 3.01(d) hereof).

                 (xvii)     Retention of counsel for the Company or
institution of any legal action, except for such action as the Management
Committee may in writing expressly authorize the Property Manager to
institute;

                 (xviii)    Declaring the existence of a Capital
Shortfall for purposes of SECTION 2.05; or

                 (xix)Any other decision or action which by any provision
of this Agreement is required to be Approved by the Management Committee or
which is not contemplated by the foregoing clauses (i) through (xviii) and
which materially affects the Company or the assets or operations thereof.

           Notwithstanding the foregoing, any sale or other disposition of
all or substantially all of the assets of the Company shall require the
written consent of Members holding at least 75% of the Percentage Interests
in the Company.

           (d)   LIMITATIONS ON AUTHORITY.

           Any provisions hereof to the contrary notwithstanding, except
for expenditures made and obligations incurred that were previously
Approved by the Management Committee or incurred pursuant to a Operating
Budget Approved by the Management Committee, or otherwise not required to
be approved by the Management Committee, the Property Manager shall not
have any authority to make any expenditure or incur any obligation on
behalf of the Company.  The Property Manager shall not expend more than
what the Property Manager in good faith believes to be the fair and
reasonable market value at the time and place of delivery or performance
for any goods purchased or services engaged on behalf of the Company.  The
rights and obligations of the Property Manager under this Agreement and the
Management Agreement shall not be assignable voluntarily or by operation of
law by the Property Manager without the prior written Approval of the
Management Committee.  None of the Members shall, without the consent of
the other Members, take any action on behalf of or in the name of the
Company, or enter into any commitment or obligation binding upon the
Company, except for (i) actions expressly provided for in this Agreement,
(ii) actions by the Property Manager within the scope of its authority
granted hereunder, and (iii) actions authorized by the Members in the
manner set forth herein.  Each Member shall indemnify and hold harmless the
other Members and their affiliates, directors and officers from and against
any and all claims, demands, losses, damages, liabilities, lawsuits and
other proceedings, judgments and awards, and costs and expenses (including
but not limited to reasonable attorneys' fees) arising directly or
indirectly in whole or in part out of any breach of the foregoing
provisions by such Member or its affiliates, officers, agents or employees.

           fer   TIME DEVOTED TO THE COMPANY.

           The Members shall each devote such time to the Company as is
reasonably necessary to carry out the provisions of this Agreement.  Except
as may otherwise be expressly provided for herein or hereafter may be
Approved by the Management Committee, no payment shall be made by the
Company to any Member for the services of such Member or any member,
shareholder, director or employee of any such Member.  Any such payments
shall not exceed the fair market value of such services.

           (f)   TRANSACTIONS WITH RELATED PERSONS.

           The Property Manager shall not knowingly enter into any
agreement or other arrangement for the furnishing to or by the Company of
goods or services with any Person related to or affiliated with the
Property Manager or any Member unless such agreement or arrangement has
been Approved by the Management Committee.  Such agreement or other
arrangement shall provide for payments to any such Persons not exceeding
the fair market value of the goods or services supplied.  By way of
illustration and not as a limitation on the scope of the phrase "related to
or affiliated with," for the purposes of this Subsection (g), the following
Persons shall be deemed to be "related to or affiliated with" the Property
Manager or a Member:

                 (i)        Any Owning Person, which shall mean a Person
owning directly or indirectly more than five percent (5%) of the issued and
outstanding stock of, or more than a five percent (5%) beneficial interest
in, the Property Manager or any Member;

                 (ii)       Any Owned Person, which shall mean a Person
more than five percent (5%) of the issued and outstanding stock of which,
or more than a five percent (5%) beneficial interest in which, is owned
directly or indirectly by the Property Manager or any Member;

                 (iii)Any Affiliated Person, which shall mean (x) a
Person more than five percent (5%) of the issued and outstanding stock of
which, or more than a five percent (5%) beneficial interest in which, is
owned by an Owning Person or an Owned Person, and (y) a Person which owns
more than five percent (5%) of the issued and outstanding stock of, or more
than a five percent (5%) beneficial interest in, any Owning Person or any
Owned Person; and

                 (iv)       Any agent, officer, director, employee or
partner (or any member of the family of an agent, officer, director,
employee, or partner) of the Property Manager, any Member, any Owning
Person, any Owned Person, or any Affiliated Person.

           (g)   OTHER INTERESTS OF MEMBERS.

           Each of the Members understands that the other Members or their
affiliates may be interested, directly or indirectly, in various other
businesses and undertakings not included in the Company.  Each Member also
understands that the conduct of the business of the Company may involve
business dealings with such other businesses or undertakings.  The Members
hereby agree that the creation of the Company and the assumption by each of
the Members of their duties hereunder shall be without prejudice to their
rights (or the rights of their affiliates) to have such other interests and
activities and to receive and enjoy profits or compensation therefrom, and
each Member waives any rights he or it might otherwise have to share or
participate in such other interests or activities of the other Members or
their affiliates.  The Members or any of them, may engage in or possess any
interest in any other business venture of any nature or description
independently or with others, including, but not limited to, the ownership,
financing, leasing, operation, management, syndication, brokerage, or
development of real property and neither the Company nor any other Member
shall have any right by virtue of this Agreement in and to such venture or
the income or profits derived therefrom.  Each Member shall give notice to
the other Members of its interest, or the interest of any of its
affiliates, in any other business or undertaking which proposes to enter
into any business transactions with the Company.

      3.02 ACCOUNTING, TAX ELECTIONS AND RELATED MATTERS.

           (a)   At all times during the existence of the Company, the
Company shall cause the Property Manager, at the Company's expense, to
maintain accurate books and records of account in which shall be entered
all matters relating to the Company, including all income, expenditures,
assets and liabilities thereof.  Such books and records of account shall be
maintained on the accrual basis in accordance with the tax accounting
method used in filings of Federal income tax returns.  The Company will
elect and use the accrual method of accounting for the Federal and state
returns of income of the Company unless otherwise changed pursuant to
SECTION 3.01(c).  The Company will make available adequate information to
provide any Member with all financial information as may be needed for any
Member or an affiliate of any Member for purposes of satisfying the
financial and tax reporting obligations of any Member or its respective
affiliate or affiliates.  Each Member shall be entitled to any additional
information with respect to the Company as the Member's individual needs
may dictate, provided that the cost of providing such information shall be
borne solely by the Member so requesting such additional information.

           (b)   The Company's books and records of account shall be kept
and maintained at all times at the place or places Approved by the
Management Committee.  Each Member, and its authorized representatives,
including, without limitation, such Member's lenders upon the request of
such Member, and any supervisory or regulatory authority which has
oversight over any Member or its lenders (through its representatives)
shall have the right to inspect, examine and copy the books, records,
files, securities, and other documents of the Company at all reasonable
times including, without limitation, the leases of the Property and all
correspondence concerning such leases.  Said supervisory and regulatory
authorities shall also have the right in connection with an examination of
the Company activities, to examine any other Person (including, but without
limitation, the Property Manager) and the employees of such other Person
having custody or control of the Company documents with respect to such
documents.

           (c)   The fiscal year of the Company shall end on December 31st
of each year, unless otherwise changed pursuant to SECTION 3.01(c).

           (d)   (i) The Property Manager shall cause the accountants
employed by the Company to prepare a balance sheet of the Company as of the
last day of each month of each fiscal year, and an income and Net Cash Flow
statement for each month for each fiscal year.  Such statements shall be
certified by an officer of the Property Manager, and copies shall be
furnished to each of the Members within ten (10) days after the end of each
month to the extent feasible.  An annual statement of financial condition
of the Company and Income and Net Cash Flow statements (unaudited) shall to
the extent feasible be furnished to each of the Members within sixty (60)
days after the close of the fiscal year.

                 (ii) The records and accounts of the Company shall be
audited annually by Arthur Andersen & Co. or other nationally recognized
firm of independent certified public accountants Approved by the Management
Committee, who shall render their opinion on the statement of financial
condition of the Company as of the end of each fiscal year and the results
of its operations, changes in its financial condition and its income and
Net Cash Flow for each fiscal year.  Such firm shall also render its
opinion on the Net Cash Flow computations made by the accountants for the
Company and certify that the distributions thereof are made in accordance
with SECTION 2.06 of this Agreement.

           (e)   Funds of the Company shall be deposited in an account or
accounts of a type in form and name and in a bank or banks Approved by the
Management Committee.  Withdrawals from bank accounts shall be made by
parties Approved by the Management Committee.

           (f)   All accounting decisions for the Company (other than
those specifically provided for elsewhere in this SECTION 3.02) shall be
Approved by the Management Committee and shall be in accordance with
generally accepted accounting principles.

           (g)   Federal, state and local income tax returns of the
Company shall be prepared by the independent auditors.  Copies of all tax
returns of the Company shall be furnished for review and Approved by the
Management Committee at least thirty (30) days prior to the statutory date
for filing, including extensions thereof, if any.

           (h)   Each item of income, gain, loss, deduction, or credit
earned, realized or available by or to the Company shall be allocated to
the Members for federal and state income tax purposes in accordance with
SECTION 2.09 hereof; provided, however, that, subject to the provisions of
SECTION 2.09(f) hereof, under no circumstances shall any item of expense or
deduction attributable to the period prior to the date of admission of a
Member be allocated to such Member, even if actually paid in a subsequent
period.  The Company shall make the election under Section 754 of the
Internal Revenue Code (and under the corresponding section of state or
local law) at the request of any Member, or if otherwise Approved by the
Management Committee, with respect to any Company Interest in the Company
to which Section 754 applies.  The Company shall make such other tax
decisions and elections as are set forth on EXHIBIT "F" hereto.  Tax
decisions and elections for the Company not provided for expressly herein
or on said EXHIBIT "F" must be Approved by the Management Committee.  All
information relating to depreciation, including method, useful lives and
asset amount, shall be furnished to each Member in sufficient detail and
with such promptness as to permit compliance with requirements of any
applicable supervising or regulatory authority.

                 (i)  The Members shall jointly represent the interests
of the Company before the Internal Revenue Service and, for purposes of
notice to the Company, Carlyle 15 shall be designated the Tax Matters
Partner or Member (as defined in Section 6231(a)(7) of the Code).  Carlyle
15 shall not make any commitment or agreement binding on the Company, as
such Tax Matters Member, without the approval of all Members and shall
fulfill all of the duties and obligations of the Tax Matters Member as set
forth in the Code and any Regulations promulgated in connection therewith,
including, without limitation, transmitting to Members copies of all
notices and information the Tax Matters Member from the Secretary (as
defined in Section 7701(a)(11) of the Code ("SECRETARY")) immediately after
receipt thereof, providing the Secretary sufficient information to enable
the Secretary to provide proper notice to each Member of any administrative
proceeding with respect to the Company or the Members (as specified in
Sections 6223(a) and (c) of the Code) and notice to the other Members of
the terms and conditions of any settlement entered into between it and the
Secretary within thirty (30) days of the date of such settlement.  In
addition, the Tax Matters Member shall:

                      (1)   Ensure that each other Member is
a Notice Partner or Member (as defined in Section 6231(a)(8) of the Code)
at all times with respect to the Company;

                      (2)   In the event registration of the
Company is required under the provisions of Section 6111 of the Code,
following the providing to the Tax Matters Member by the other Members of
all information required to be submitted with or in connection with such
registration, promptly register the Company with the Secretary and submit
complete and accurate information in connection therewith; timely furnish
to each Member the identification number assigned by the Secretary to the
Company in connection with any such registration; and

                      (3)   Indemnify and hold each other
Member and the Company harmless from and against any penalty or other
liability that may be imposed upon each other Member or the Company under
the provisions of Section 6707 or any other provision of the Code by reason
of any failure of the Tax Matters Member to comply promptly and fully with
the obligations imposed upon it under this SECTION 3.02(i).

           (j)   All Fixed Rate Interest accruing on the Aetna Loan
(excluding any Participation Interest, as defined in the Modification
Documents) after the date hereof shall be paid by the Company on a current
basis and shall not be deferred.

      3.03 SALE, TRANSFER OR MORTGAGE OF INTERESTS IN THE COMPANY.

           (a)   Except as expressly permitted herein, no Member shall,
voluntarily or by operation of law, sell, assign, transfer, mortgage,
charge or otherwise encumber, or permit any third party to sell, assign,
transfer, mortgage, charge or otherwise encumber (herein sometimes
collectively called a "TRANSFER"), either directly or indirectly, any part
or all of its Company interest without the written consent of all Members
and any attempt to do so shall be void unless such transfer is made in
accordance with the provisions of SECTION 3.03(b) provided that the
foregoing shall not preclude a Member from granting to a Financial
Institution as security for or in connection with a loan the right to
receive part of all of the distributions to which such Member is or may
become entitled under this Agreement.  In order to effectuate the purpose
of this SECTION 3.03, each Member agrees to transfer its interest in the
Company only through a direct transfer of such interest in the manner
contemplated in this SECTION 3.03, and that no transfer of any stock or
partnership or other beneficial interest in Carlyle, Maguire Partners or
other corporation, partnership or other Person which holds an interest in
the Company will be effective; provided, however, that the foregoing is not
intended to prohibit sales or transfers of stock of publicly traded
companies or the sale or transfer of limited partnership interests in
Carlyle.  Nothing contained in this SECTION 3.03 (other than the provisions
of SECTION 3.03(g) hereof) or in any other provision of this Agreement
shall preclude Carlyle or Maguire Partners from granting a security
interest in or encumbering its Company interest to another Member or to a
bank, savings and loan association, insurance company or other financial
institution having a net worth of at least $100 million (a "FINANCIAL
INSTITUTION"), provided that such Financial Institution agrees to give the
other Members written notice of any default under such security interest or
encumbrance and grant to such Members for a period of 30 days after such
notice the right to cure such default or pay the entire balance due on such
loan and obtain the rights of such lender under such security interest or
encumbrance and provided further that such security interest or encumbrance
shall not secure any loan or obligation of a Member which is in excess of
40% of the value of the Members' interest in the Company.

                 No change in a Percentage Interest pursuant to SECTION
2.05 will be deemed a transfer pursuant to this SECTION 3.03.

           (b)   Except for any transfer of a Company Interest which is
not prohibited by SUBSECTION 3.03(a) above, if any Member proposes to
transfer all or any portion of its Company Interest (such Member being
hereinafter called the "OFFEROR"), such Member shall give notice ("THE
OFFERING NOTICE") to the other Members (each such Member or group of
Members receiving the Offering Notice being hereinafter referred to as the
"OFFEREES") of the terms upon which the Offeror proposes to transfer the
Company Interest and a list of potential transferees, whereupon the
following provisions shall apply:

                 (i)  In the Offering Notice, the Offeror shall offer
(the "SALE OFFER") to the Offerees the right to purchase all and not less
than all of the Company Interest of the Offeror referred to in said
Offering Notice (which may be less than the Offeror's entire Percentage
Interest in the Company), at the same price and subject to the same terms
and conditions as set forth in said Offering Notice.  The Offerees shall
jointly have the first right to purchase proportionate shares of the
Offeror's entire Company Interest so proposed to be sold or transferred;
provided, however, that if any Offeree does not elect to purchase its full
proportionate share of the Offeror's Company Interest, the other Offerees
may elect to purchase proportionately the balance of said Offeror's Company
Interest so proposed to be sold or transferred.  The Offerees shall notify
the Offeror of their election within thirty (30) days of the date of
receipt of the Offering Notice.  The proportionate shares of each electing
Offerees shall be based on the ratio which its respective Percentage
Interest in the Company bears to the aggregate Percentage Interests of all
electing Offerees.

                 (ii) If the Sale Offer is accepted by one or more of the
Offerees, and notice in writing is given within the period specified in
subsection (i) above, the Offeror shall thereupon be bound to sell to the
Offeree or Offerees and the Offerees shall be bound to purchase the Company
Interest referred to in the Sale Offer in accordance with the terms of such
Sale Offer.  The purchase shall be closed in accordance with SECTION
3.03(d) below.

                 (iii) If no Offerees have accepted the Sale Offer as
provided in subsection (i) above within the time limits referred to
therein, the Sale Offer shall be deemed to have been declined by the
Offerees and the Offeror shall be free to sell that portion of its Company
Interest described in the Offering Notice at a price and upon terms and
conditions not less favorable to the Offeror than those set forth in the
Offering Notice and which complies with subsection (iv) below (but no such
sale shall be made at a price less than the price or on terms and
conditions less favorable to the Offeror than those set forth in the
Offering Notice without first sending the Offerees the new Offering Notice
at the changed price and on any such changed terms and conditions, in which
event the Offerees shall have a further period in which to elect to
purchase at the new price or on the changed terms and conditions as
aforesaid, said further period to be ten (10) business days in the case of
a proposed sale at a changed price which is not less than 95% of the price
and is otherwise on terms and conditions not less favorable to the Offeror
than as set forth in the Offering Notice (and thirty (30) days in all other
instances) and all rights of the Offerees under this Section with respect
to such sale only shall be deemed void and of no further force or effect,
but the Offerees shall continue to enjoy the rights granted in this
subsection with respect to any and all subsequent sales of the same or any
other Company Interest.  If in any instance the Offerees elect not to
exercise their rights hereunder or to waive such rights, such election
shall not constitute a waiver of the Offerees' right to an Offering Notice
in the case of any subsequent sale.  If such Company Interest is not so
sold and the transfer not consummated within one hundred twenty (120) days
from the expiration of the time limits referred to in subsection (i), the
relevant Company Interest shall again become subject to all the provisions
of this SECTION 3.03.

                 (iv) The Offeror shall not be entitled to consummate a
sale pursuant to Clause (iii) above unless the following additional
conditions have been satisfied:

                      (aa)  The purchaser of the interest in the Company
proposed to be sold is one of the proposed transferees identified in the
Offering Notice;

                      (bb)  The proposed purchase price is payable solely
in lawful money of the United States or in any equivalent foreign currency,
and if not payable in its entirety in cash, under no circumstances may
payment of the non-cash portion of the proposed purchase price be secured
by any charge, encumbrance or hypothecation of the interest in the Company
except to the selling Member with a provision that the selling Member may
not discount or otherwise transfer the obligation and the security interest
in the Company interest to any other Person.  The holder of such charge,
encumbrance or hypothecation shall be subject to the provisions of this
SECTION 3.03 in connection with any disposition of such Company Interest.

                      (cc)  The offer contains provisions whereby the
purchaser is obligated to comply with the provisions of SECTION 3.03(d)
hereof;

                      (dd)  The purchaser is not an agent acting on
behalf of an undisclosed principal; and

                      (ee)  The Offeror shall not have caused or
permitted an Event of Default under Section 3.06 hereof; provided, however,
that if following the occurrence of an Event of Default under SECTION 3.06
hereof on the part of the Offeror the Non-Defaulting Members (as defined in
SECTION 3.06) do not exercise any rights under SECTION 3.06 hereof to
acquire the Offeror's Company Interest within the time period therein set
forth, the Offeror may proceed to exercise its rights under this subsection
(a) with the same force and effect as if the Offeror had not caused or
permitted any Event of Default under SECTION 3.06 hereof.

           (c)   In the event of any attempted transfer of any part of a
Company Interest as a result of the involuntary dissolution of a Member or
any attempted transfer otherwise by operation of law, the other Members of
the Company shall have the right to purchase the entire interest of such
dissolved or bankrupt Member in the Company for a total price equal to that
portion of the Net Fair Market Value of the assets of the Company which
such dissolved or bankrupt Member would receive in the event of dissolution
of the Company pursuant to SECTION 3.06(d).  In such event the other
Members shall jointly have the first right to purchase proportionate shares
of such dissolved or bankrupt Member's entire interest; provided, however,
that if any such other Member does not elect to purchase his full
proportionate share thereof, then the remaining Members may elect to
purchase proportionately the balance thereof.  The other Members shall
notify the duly appointed representative of the dissolved or bankrupt
Member of their election within sixty (60) days of receipt of the appraisal
made pursuant to SECTION 3.03(e) hereof, and failure to give such notice of
election within said period shall be deemed to be an election not to
purchase the interest of such dissolved or bankrupt Member's interest.  The
proportionate shares of the other Members shall be based on the ratio which
their respective Percentage Interests in the Company bear to the aggregate
Percentage Interests of all other Members exercising rights in the same
manner.  If none of the other Members elects to so purchase, or if
following an election by one or more other Members to so purchase, no other
Member is ready and willing to consummate the purchase of the entire
interest of the dissolved or bankrupt Member, the personal representative
of such Member may forthwith commence proceedings for dissolution of the
Company.  Anything hereinabove contained in this SECTION 3.03(c) to the
contrary notwithstanding, in the event that any transfer by operation of
law of all or any portion of the Percentage Interest of Maguire Partners
occurs as a result of the death of Maguire or the dissolution of Maguire's
marriage, the other Members shall have no right under this SECTION 3.03(c)
or any other section of this Agreement, to purchase any portion of the
Percentage Interest of Maguire Partners which is retained by Maguire
Partners.  Furthermore, in said event, Maguire Partners shall for a period
of 180 days after the occurrence of such death or dissolution, be entitled
to seek a purchaser for the portion of its Percentage Interest so
transferred, including the entire Percentage Interest if so transferred,
pursuant to the provisions of SECTION 3.03(b) hereof.  If no sale offer is
made pursuant to SECTION 3.03(b) within said 180 days, then the provisions
of this SECTION 3.03(c) shall become effective as to any portion of the
Percentage Interest so transferred.

           (d)   The closing of any sale of an interest in the Company
pursuant to this SECTION 3.03 (the "CLOSING") shall be held at a mutually
acceptable place on a mutually acceptable date not more than 120 days after
(i) receipt by the Offeror of the written notices of election by the
Offerees or after the expiration of the time within which the Offerees must
so elect as provided in SECTION 3.03(b) above or (ii) receipt by the
representative of a dissolved or bankrupt Member of written notice or
notices of election as provided in SECTION 3.03(c) above.  Any Member
transferring its interest shall transfer such interest free and clear of
any liens, encumbrances or any interests of any third party and shall
execute or cause to be executed any and all documents required to fully
transfer such interest to the acquiring Members including, but not limited
to, any documents necessary to evidence such transfer, and all documents
required to release any interest of a Member's spouse or any other party
who may claim an interest in such Member's Company Interest.  As of the
effective date of any transfer not prohibited hereunder by a Member of its
entire interest in the Company, such Member's rights and obligations
hereunder shall terminate except as to items accrued and any liability for
damages as of such date and except as to any indemnity obligations of such
Member expressly provided for in this Agreement attributable to acts or
events occurring prior to such date and, as to Maguire or Maguire Partners,
as the case may be, any obligations assumed under the DDA.  Thereupon,
except as limited by the preceding sentence, this Agreement shall terminate
as to the transferring Member but shall remain in effect as to the other
Members.  In the event that pursuant to the provisions of this SECTION
3.03, any Member (the "TRANSFEROR") shall transfer its Company Interest to
any person or entity other than the other Members ("TRANSFEREE"), no such
transfer shall be made or shall be effective to make such Transferee a
Member (limited or general) or entitle such Transferee to any benefits or
rights hereunder until the proposed Transferee enters into a written
agreement with the other Members whereby the Transferee agrees to assume
and be bound by all the obligations of the Transferor and be subject to all
the restrictions to which the Transferor is subject under the terms of this
Agreement and any further agreement with respect to the Project to which
the Transferor is then subject or is then required to be a party.

           (e)   Whenever provision is made herein for the purchase of an
interest in the Company or for other valuation by appraisal, the value of
such interest in the Company shall be determined as follows: Except as
otherwise agreed by the Member whose interest is to be transferred (the
"TRANSFEROR") and the Members who are to acquire such interest (the
"TRANSFEREE"), the Transferor and the Transferee shall within twenty (20)
days after the date on which the appraisal procedure is invoked as provided
in this Agreement, each appoint a recognized real estate expert who shall
have generally recognized current competence in the valuation of properties
similar to the Company assets which are located in Los Angeles, California.

The two appraisers so appointed shall appoint a third recognized real
estate expert possessing the aforesaid qualifications.  If the three
appraisers to be so appointed are not appointed within thirty (30) days of
the date the appraisal procedure is invoked as provided in this Agreement,
then the appraiser or appraisers, if any, who have been selected shall
proceed to carry out the appraisal.  The appraiser or appraisers so
selected shall furnish the Members with a written appraisal within forty-
five (45) days of the date of selection of the last of the appraisers to be
so selected, setting forth the Net Fair Market Value of the Company as of
the date as of which the appraisal is to be made as provided in this
Agreement or if not otherwise so provided, then as of a date within thirty
(30) days of the date of their report.  Any appraisal report so submitted
shall be signed by a majority of the appraisers if more than two have been
selected.  If only two appraisers have been selected and they are unable to
agree, then either the Transferor or the Transferee shall be entitled to
apply to the presiding judge of the Superior Court of the County of Los
Angeles for the selection of a third appraiser who shall then participate
in such appraisal proceeding, and who shall be selected from a list of
names of appraisers possessing the aforesaid qualifications submitted by
the Transferor and Transferee.  As used in this section, the term "NET FAIR
MARKET VALUE" shall mean the cash price which a purchaser would pay on the
effective day of the appraisal for all assets of the Company taking into
account the nature, extent and maturity date of the liabilities of the
Company, whether fixed or contingent, such valuation to be made on the
assumption that such assets are subject to this Agreement and to any other
agreement, including leases, management and service agreements then in
effect.  Such appraisals shall assume that the Project is the highest and
best use of the Property subject thereto and shall be made in the usual and
normal manner for real estate appraisals.  The cost of the appraisal shall
be an expense of the Company.  The value of an interest in the Company
shall be deemed to be the amount that the owner of such interest would have
received under the provisions of this Agreement if the Property had been
sold for cash at the value determined by such appraisal and the Company had
been wound up and dissolved following such sale in accordance with the
terms of this Agreement.

           (f)   As a matter separate and apart from the other provisions
of this SECTION 3.03, the Members agree amongst themselves that none of
them will, without the prior written consent of the other Member(s),
propose to transfer, transfer, dispose of, grant a security interest in or
encumber any portion of its interest in the Company prior to the fifth
anniversary hereof, except for:

                 (i)  a pledge by a Member of a part or all of its
interest in the Company to a bank, savings and loan association, insurance
company or other financial institution having a net worth of not less than
$100 million;

                 (ii) the issuance, sale or assignment of limited
partnership interests in Carlyle 14 or Carlyle 15;

                 (iii) with the consent of the other Members (which
consent each Member agrees not to unreasonably withhold), a sale by a
Member of part or all of its interest in the Company for reasons that are
unrelated to the Company or the Property and are presently unforeseen; or

                 (iv) any transfer of an interest in the Company which
under the provisions of SECTION 3.03(a) above is permitted to be made
without the prior approval or consent of any other Member.

      Nothing in this SECTION 3.03(f) shall in any way affect the operation
of the other provisions of this SECTION 3.03.

           (g)   Notwithstanding anything to the contrary herein, no
transfer of any Company Interest shall be made if either (i) such transfer
would result in termination of the Company within the meaning of Section
708(b)(1)(B) of the Code, unless the transferring Member delivers (A) an
opinion of a nationally recognized law firm, in form and substance
satisfactory to the other Members, that no material adverse tax
consequences would result to the Company nor any of the other Members; and
(B) an indemnity reasonably satisfactory to the other Members against any
liabilities, obligations, damages, losses, costs and expenses (including,
without limitation, reasonable attorneys' fees) on account of such
termination under Section 708(b)(1)(B); or (ii) the transferee of a Company
Interest does not have net worth at least equal to the net worth of the
transferring Member, at such time, as established to the reasonable
satisfaction of the other Members.  A Member who breaches the covenant set
forth in the preceding sentence shall be liable to the other Members and
the Company for all liabilities, obligations, damages, losses, costs and
expenses (including, without limitation, reasonable attorneys' fees)
resulting to the Company and/or the other Members, or any of them, on
account of such breach.

      3.04 RESERVED.

      3.05 ADMISSION OF ADDITIONAL MEMBERS; SUBSTITUTION.

           (a)   Except as otherwise expressly provided herein, additional
Members shall be admitted to the Company only with the Approval of the
Management Committee.  Except as the Members with respect to the Company
shall agree, admission of new Members shall be accomplished only by
proportional reduction of the interests of the existing Members in the
Company.

           (b)   Notwithstanding any other provisions hereof, the assignee
of a Member's interest shall not become a substituted partner unless (i)
the assigning partner so provides in the instrument of assignment and (ii)
the assignee agrees in writing to be bound by the provisions of this
Agreement.

           (c)   In the event of any assignment or transfer of a Company
Interest by any Member permitted hereunder, the Company shall not be
dissolved or wound up but instead shall continue as before with, however,
the addition or substitution (pursuant to the terms of this Agreement) of
such new Member.

      3.06 DEFAULT AND DISSOLUTION.

           (a)   The occurrence of any of the following events shall
constitute an event of default (an "EVENT OF DEFAULT") hereunder on the
part of the Member with respect to whom such event occurs:

                 (i)  The failure of the Member to make any additional
capital contribution to the Company as required pursuant to the provisions
of SECTION 2.05 hereof unless such contribution is made by another Member
or Members as contemplated in SECTION 2.05(c) hereof;

                 (ii) The unauthorized transfer by a Member of any of its
Company interest in violation of the restrictions set forth in SECTION 3.03
(other than 3.03(c), which shall be governed by the provisions thereof) of
this Agreement;

                 (iii) Institution by a Member of proceedings of any
nature under any laws of the United States or of any state, whether now
existing or subsequently enacted or amended, for the relief of debtors
wherein such Member is seeking relief as debtor; or a general assignment by
a Member for the benefit of creditors; or the institution by a Member of a
proceeding under any section or chapter of the Federal Bankruptcy Code as
now existing or hereafter amended or becoming effective; or the institution
against a Member of a proceeding under any section or chapter of the
Federal Bankruptcy Code as now existing or hereafter amended or becoming
effective, which proceeding is not dismissed, stayed or discharged within a
period of sixty (60) days after the filing thereof or is stayed, which stay
is thereafter lifted without a contemporaneous discharge or dismissal of
such proceedings; or the calling of a general meeting of its creditors by a
Member for the appointment of a receiver, trustee or a like officer to take
possession of assets having a value in excess of $100,000 of a Member if
the pendency of said receivership would reasonably tend to have a
materially adverse effect upon the performance by said Member of its
obligations under this Agreement, which receivership remains undischarged
for a period of thirty (30) days from the date of its imposition; or
admission by a Member in writing of his or its ability to pay his or its
debts as they mature;

                 (iv) Attachment, execution or other judicial seizure of
all or any substantial part of a Member's assets or of a Member's Company
Interest, or any part thereof, such attachment, execution or seizure being
with respect to an amount not less than $100,000 and remaining undismissed
or undischarged for a period of fifteen (15) days after the levy thereof,
if the occurrence of such attachment, execution or other judicial seizure
would reasonably tend to have a materially adverse effect upon the
performance by said Member of its obligations under this Agreement;
provided, however, that said attachment, execution or seizure shall not
constitute an Event of Default hereunder if said Member posts bond
sufficient to fully satisfy the amount of such claim or judgment within
fifteen (15) days after the levy thereof and the Member's assets are
thereby released from the lien of such attachment; and

                 (v)  Any material default in the representation or
warranties of a Member material to the success of the Project contained in
SECTIONS 4.01, 4.02 or 4.03 hereof or in the performance of any other
agreements or obligations of a Member herein contained or in any other
agreements among all of the Members relating to this Agreement which are
material to the success of the Project.

           ere   The Company shall be dissolved in the event that:

                 (i)  An Event of Default has occurred as provided in
SECTION 3.06(a) above and the Management Committee elects to dissolve the
Company as provided in SECTION 3.06(c);

                 (ii) Members holding at least 75% of the Percentage
Interests in the Company agree to terminate the Company;

                 (iii) The Company ceases to maintain any interest (which
term shall include but not be limited to a security interest) in the
Project;

                 (iv) Carlyle and Maguire Partners mutually agree to
dissolve or terminate the Company pursuant to any provisions of this
Agreement permitting such election to be made; or

                 (v)  The Company by its terms, as set forth in this
Agreement, is terminated; or

                 (vi) The death, withdrawal, resignation, expulsion,
bankruptcy or dissolution of a Member or the occurrence of any other event
which terminates the Member's continued membership in the Company, unless
the business of the Company is continued by the unanimous vote of all
remaining Members within ninety (90) days of the happening of that event.

           (c)   Upon the occurrence of an Event of Default by a Member
("DEFAULTER"), any of the other Members (individually, a "NON-DEFAULTER" or
"NON-DEFAULTING MEMBER" and, collectively, the "NON-DEFAULTERS" or "NON-
DEFAULTING MEMBERS") shall have the right to give the Defaulter a notice of
default ("NOTICE OF DEFAULT") setting forth the nature of the default.  If
within thirty (30) days following receipt of the Notice of Default the
Defaulter pays such monies, or in the case of non-monetary defaults
commences in good faith to perform such obligation in default and cure such
default and thereafter prosecutes to completion with diligence and
continues the curing thereof and cures such default within a reasonable
time, or if a waiver of such Event of Default (other than an Event of
Default arising by Maguire Partners' breach of SECTION 3.01(b)(iv)) shall
be Approved by the Management Committee (which approval shall include the
vote of Maguire Partners, unless its Company Interest shall be reduced to
or below 20%, and the vote of Carlyle 14 and Carlyle 15, unless their
aggregate Percentage Interests shall be reduced to or below 20%, whether or
not such Event of Default involves Maguire Partners or Carlyle 14 or
Carlyle 15), it shall be deemed that the Notice of Default was not given
and the initial Defaulter shall lose no rights hereunder.  If, within such
time periods, the Defaulter (or another Member on behalf of the Defaulter
pursuant to SECTION 2.05(d) hereof) does not either pay or commence in good
faith the curing of such default or does not thereafter prosecute to
completion with diligence and continues the curing thereof, then (without
prejudice to any right to assert a claim for damages as the result of any
such default) the non-Defaulters shall have the right to acquire the
Company interest of the Defaulter for cash at a price determined pursuant
to appraisal procedures set forth in SECTION 3.03(e) above.  For this
purpose, the price to be so paid shall equal that portion of the Net Fair
Market Value of the assets of the Company which such Defaulter would
receive in the event of dissolution of the Company pursuant to SECTION
3.06(d).  In furtherance of such right, any one or more non-Defaulters may
notify the other Members within thirty (30) days of the expiration of the
aforesaid time periods of its election to invoke the appraisal procedure
set forth in SECTION 3.03(e).  Upon receipt of the appraisal, any one or
more non-Defaulters may notify the other Members of its election to
purchase the interest of the Defaulter, and the non-Defaulters who elect to
acquire the interest of the Defaulter shall acquire the interest in the
following manner:  the remaining non-Defaulters shall have the first right
to purchase proportionate shares of the Defaulter's entire interest;
provided, however, if any non-Defaulter does not elect to purchase his or
its full proportionate share of the Defaulter's interest, the other non-
Defaulters may purchase proportionately the Defaulter's entire interest.
The non-Defaulters shall notify the Defaulter of their election within
thirty (30) days of receipt of the appraisal.  For purposes of this SECTION
3.06(c), a Member's proportionate share of the interest of another Member
shall be determined on the basis of the ratio which such Member's
Percentage Interest in the Company bears to the aggregate Percentage
Interests of all Members therein who are exercising their rights in the
same manner as such Member.  The closing of any purchase pursuant to this
SECTION 3.06(c) shall take place as provided in SECTION 3.03(d) hereof.  If
the non-Defaulters do not elect to acquire the interest of the Defaulter as
set forth above, then any non-Defaulter may elect to terminate the Company
pursuant to SECTION 3.06(d) below by written notice given to the other
Members not later than 15 days after (i) the expiration of the 30 day
period within which the said appraisal procedure may be invoked as
aforesaid, where the same is not invoked, or (ii) the expiration of the 30
day period after the receipt of the appraisal within which the non-
defaulters may elect to purchase such Company interest, where the appraisal
procedure is invoked but the election to purchase such Company interest is
not made; provided however that no Member shall have the election to so
terminate the Company prior to expiration of any time period during which
any non-Defaulter may elect to acquire a Defaulter's interest under this
SECTION 3.06(c).

           (d)   Upon dissolution of the Company pursuant to SECTION
3.06(b) hereof, the Company shall immediately commence to wind up its
affairs and the Members shall proceed with reasonable promptness to
liquidate the business of the Company.  During the period of the winding up
of the affairs of the Company, the rights and obligations of the Members
set forth herein with respect to the management of the Company shall
continue.  For purposes of winding up, the Management Committee shall
continue to act as such and shall make all decisions relating to the
conduct of any business or operations during the winding-up period and the
sale or other disposition of assets of the Company; provided that if the
termination of the Company results from any Event of Default, the
defaulting Member(s) shall have no further right to participate in the
management or affairs of the Company or to attend Management Committee
meetings or vote on decisions by the Management Committee of the Company,
and shall be bound by all decisions made by such Management Committee,
which shall determine all such matters as provided in this SECTION 3.06(d)
by the affirmative vote of not less than seventy-five percent (75%) of the
aggregate Percentage Interests of all non-Defaulting Members in the
Company.

                 If the Company is dissolved for any reason while there is
work in progress on the construction of improvements in or on any portion
of the Property and Improvements owned or operated by the Company, winding
up the affairs and termination of the business of the Company may include
completion of the work in progress to the extent of constructing and
leasing improvements then being developed on such Property and Improvements
as the Management Committee of the Company may determine to be necessary to
bring the matters under construction to a state of completion convenient
for the cessation of work, giving due regard to the interest of all
Members.

                 Net Cash Flow of the Company during the period of winding
up resulting from normal operations shall be distributed in accordance with
SECTION 2.06 hereof, after making provision for any necessary reserves as
therein contemplated, and Net Cash Flow of the Company from the sale of all
or substantially all of the assets of the Company, whether or not in
connection with the winding up of the Company shall be distributed as
provided in the next succeeding paragraph.

                 The assets of the Company shall be applied and
distributed in liquidation in the following order of priority:

                      (i)    First, in payment of debts and obligations
of the Company owed to third parties, including the setting aside of such
reserves as are Approved by the Management Committee to satisfy contingent
or unforeseen liabilities of the Company;

                      (ii)   Second, to pay the accrued, unpaid interest
and then principal on each of the debts and obligations of the Company to
any Member (based on the inverse chronological order in which the
indebtedness was incurred); and

                      (iii)  Third, the balance, if any, to the Members
in accordance with SECTION 2.06.  It is intended that the distributions set
forth in this subsection (iii) comply with the requirement of Regulations
Section 1.704-1(b)(2)(ii)(b)(2) that liquidating distributions be made in
accordance with positive Capital Account balances.  However, if the
balances in the Capital Accounts do not result in such requirement being
satisfied, no change in the amounts of distributions pursuant to this
Section shall be made, but, instead, items of income, gain, loss, deduction
and credit will be reallocated among the Members so as to cause the
balances in the Capital Accounts to be in the amounts necessary so that, to
the extent possible, such result is achieved.

                 Following the final allocations and the final
distributions (other than the distribution, if any, required by this
sentence) of Company Property in connection with a dissolution and
termination of the Company, each Member that has obligated itself to make
up any deficits in its Capital Account pursuant to SECTION 3.06(f) shall
contribute to the Company an amount equal to (and shall in no event be
obligated to contribute more than) the lesser of (i) the amount that such
Member has so obligated itself to contribute and (ii) the deficit balance
in the Capital Account of such Member after such distributions and
allocations, and such contribution shall be distributed to the Members that
have positive balances in their Capital Accounts (unless such contribution
is used to satisfy obligations of the Company).

                 If the liquidation proceeds are insufficient to satisfy
all of the claims within any of the categories described in SECTIONS
3.06(d)(i) through (iii) above, the proceeds shall be applied prorata to
all claims within such category in order of priority for which any proceeds
are available for payment or distribution.

                 Every effort shall be made to dispose of the assets of
the Company so that the distribution may be made to the Members in cash.
If, at the time of the completion of the winding up of the Company, the
Company owns any assets in the form of work in progress, notes or deeds of
trust or otherwise which it has been unable to dispose of, such assets, if
any, shall be distributed in kind to the Members, in lieu of cash,
proportionately to their right to receive the assets of the Company if all
of the same were sold for cash.

           (e)   Each Member shall look solely to the assets of the
Company for all distributions with respect to the Company and its capital
contributions thereto and its share of the profits or losses thereof, and
shall have no recourse therefor (in the event of any deficit in a Member's
capital account or otherwise) against the other Members; provided that,
subject to SECTION 6.09, nothing contained herein shall relieve any Member
of such Member's obligation to make the capital contributions herein
provided or to pay any liability or indebtedness owing to the Company by
such Member, and the Company and the other Members shall be entitled at all
times to enforce such obligations of such Member.  No holder of a Company
interest shall have any right to demand or receive property other than cash
upon dissolution and termination of the Company.

           (f)   Each Member may, prior to, or at the time prescribed by
law for the filing of the Company federal income tax return for each
taxable year (not including extensions), elect to be unconditionally
obligated to restore all or a portion of any deficit in such Member's
Capital Account upon liquidation of its interest in the Company.  Any such
election shall be evidenced by written notice to the other Members,
delivered prior to such time, specifying the amount of any deficit for
which the Member elects a deficit restoration obligation.  Any amount owing
pursuant to a deficit restoration obligation shall be payable upon the
later of (i) the end of the fiscal year in which a Member's interest is
liquidated or (ii) 90 days after the end of such liquidation.  The amount
of any such election shall automatically be reduced to the extent the
deficit in such Member's Capital Account is subsequently reduced.  If any
allocation or distribution thereafter increased the deficit in such
Member's Capital Account, unless a Member elects otherwise under this
SECTION 3.06(f), such Member will be obligated to restore the deficit only
to the extent of the lesser of (A) the deficit amount such Member has
previously elected to restore, or (B) the smallest deficit balance in such
Member's Capital Account at any time after such election.  For purposes of
determining the amount referred to above in Clause (B), the income, gain,
losses and deductions of the Company shall be prorated on a daily basis,
except for income, gain, losses and deductions from the sale or disposition
of capital items, which will be allocated under an interim closing of the
books method.

           (g)   Any Company property which is not sold, but which is
distributed or deemed distributed to any Members (including any deemed
distribution in connection with a constructive termination of the Company
under Section 708 of the Code), shall be valued at its then fair market
value, as reasonably determined by the Management Committee, to determine
the gain or loss which would have resulted if such Company property had
actually been sold (subject to any debt secured by such property) at such
value, which fair market value (less the amount of any debt secured by such
property)) shall be treated as Disposition Proceeds for purposes of SECTION
2.06(c) hereof.  The Members' share of the hypothetical gain or loss
realized by the Company from such deemed sale based on the property's fair
market value shall be considered a part of the Disposition Profit or
Disposition Loss, as the case may be, and shall be allocated among the
Members in accordance with SECTION 2.09 hereof.  The Capital Accounts of
the Members shall be appropriately adjusted under SECTION 2.04 hereof to
take into account such allocations.

           (h)   All documents and records of the Company including,
without limitation, all financial records, vouchers, cancelled checks and
bank statements, shall be delivered to Carlyle upon termination of the
Company.  In the event any Member ("WITHDRAWING MEMBER") for any reason
ceases as provided herein to be a Member at any time prior to termination
of the Company, and the Company is continued without the Withdrawing
Member, the other Members ("SURVIVING MEMBERS") agree that said documents
and records of the Company up to the date of the termination of the
Withdrawing Member's interest shall be maintained by the Surviving Members,
their successors and assigns, for a period of not less than seven (7) years
thereafter, and shall be available for inspection, examination and copying
by the Withdrawing Member upon reasonable notice, and by supervisory and
regulatory authorities (through their representatives) of any such
Withdrawing Member in the same manner as provided in SECTION 3.02(b) hereof
during said seven (7) year period.

4.    BINDING EFFECT OF AGREEMENT; REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE PARTIES.

      4.01 REPRESENTATIONS, WARRANTIES AND COVENANTS OF MAGUIRE PARTNERS.

           Maguire Partners represents, warrants and covenants to Carlyle
that (i) Maguire Partners is not bound by any contractual or other
arrangement which would require the approval of any other party to the
effectuation of the transactions contemplated by this Agreement, which
approval has not been obtained, and (ii) there are no agreements between
Maguire Partners and any of the other parties hereto with respect to the
Company or the Project except as set forth or described herein and the
Wells Fargo Bank Addendum attached to this Agreement.

      4.02 REPRESENTATIONS, WARRANTIES AND COVENANTS OF CARLYLE 14 AND
CARLYLE 15.

      Carlyle 14 and Carlyle 15 each represents, warrants and covenants to
Maguire Partners that (i) it is not bound by any contractual or other
arrangement which would require the approval of any other party to the
effectuation of the transactions contemplated by this Agreement, which
approval has not been obtained, and (ii) there are no agreements between
Carlyle 14 and/or Carlyle 15 and any of the other parties hereto with
respect to the Company or the Project except as set forth or described
herein and the Wells Fargo Bank Addendum attached to this Agreement.

      4.03 RESERVED.

      4.04 INDEMNIFICATION.

      Maguire Partners and Carlyle each agree to indemnify and hold
harmless the other and their affiliates, directors and officers against any
and all claims, demands, losses, damages, liabilities, lawsuits, and other
proceedings, judgments and awards and costs and expenses (including but not
limited to reasonable attorneys' fees) arising directly or indirectly in
whole or in part out of any breach of any of the foregoing representations
and warranties and covenants made by Maguire Partners or Carlyle, as the
case may be, under SECTION 4.01 or 4.02 above.

      4.05 SURVIVAL OF REPRESENTATIONS.

      The foregoing representations and warranties of Maguire Partners or
Carlyle set forth in SECTIONS 4.01 and 4.02 hereof shall survive the
consummation of this Agreement.

5.    RESERVED.


6.    MISCELLANEOUS PROVISIONS.

      6.01 COMPLETE AGREEMENT; AMENDMENT.

      This Agreement and the Wells Fargo Bank Addendum attached hereto,
constitutes the entire agreement among the parties with respect to the
subject matter hereof and supersedes all agreements, representations,
warranties, statements, promises and understandings, whether oral or
written, with respect to the subject matter hereof, and no party hereto
shall be bound by or charged with any oral or written agreements,
representations, warranties, statements, promises or understandings not
specifically set forth in this Agreement, the exhibits hereto and the Wells
Fargo Bank Addendum. This Agreement may not be amended, altered or modified
except by a writing signed by all parties hereto.

      6.02 NOTICES.

           (a)   All notices under this Agreement shall be in writing and
shall be delivered by personal service, or by certified or registered mail,
postage prepaid, return receipt requested to the parties at the addresses
herein set forth and to the Company at its principal place of business.
The addresses for notices are as follows:

           If to Maguire Partners or the Company:

           355 South Grand Ave., Suite 4500
           Los Angeles, CA  90071
           Attn:   Mr. Robert F. Maguire III

           with a copy to:

           Gilchrist & Rutter Professional Corporation
           1229 Ocean Avenue
           Suite 900
           Santa Monica, California 90401
           Attn:   Paul S. Rutter, Esq.

           If to Carlyle 14 or to Carlyle 15:

           c/o JMB Realty Corporation
           875 North Michigan Avenue, Suite 3900
           Chicago, Illinois 60611
           Attn:   Mr. Patrick Meara

           with a copy to:

           Paul, Hastings, Janofsky & Walker
           555 South Flower Street, 23rd Floor
           Los Angeles, California  90071-2371
           Attn: Paul Walker, Esq.

           with a copy to:

           Wells Fargo Bank, N.A.
           2030 Main Street
           Suite 800
           Irvine, California  92714
           Attn:  Mr. Patrick Mooney, Vice President

           with a copy to:

           Brobeck, Phleger & Harrison, LLP
           One Market Plaza, Spear Street Tower
           23rd Floor
           San Francisco, California  94105
           Attn:  G. Larry Engel


      (b)  All notices, demands and requests shall be effective upon being
deposited in the United States mail.  However, the time period in which a
response to any such notice, demand or request must be given shall commence
to run from the date of receipt on the return receipt of the notice, demand
or request by the addresses thereof.  Rejection or other refusal to accept
or the inability to deliver because of changed address of which no notice
was given as provided in subsection (c) below shall be deemed to be receipt
of the notice, demand or request sent.

      (c)  By giving to the other party at least thirty (30) days' written
notice thereof, the parties hereto and their respective permitted
successors and assigns shall have the right from time to time and at any
time during the term of this Agreement to change their respective addresses
for notices and each shall have the right to specify as its address for
notice any other address within the United States of America.


      6.03 ATTORNEYS' FEES.

      Should any litigation be commenced between the parties hereto or
their representatives or should any party institute any proceedings in a
bankruptcy or similar court which has jurisdiction over any other party
hereto or any or all of his or its property or assets concerning any
provision of this Agreement or the rights or duties of any person or entity
in relation thereto, the party or parties prevailing in such litigation
shall be entitled, in addition to such other relief as may be granted to a
reasonable sum as and for his or its or their attorneys' fees and court
costs in such litigation which shall be determined by the court in such
litigation or in a separate action brought for that purpose.

      6.04 SEPARABILITY.

      In the event that any provision of this Agreement shall be held to be
invalid, the same shall not affect in any respect whatsoever the validity
of the remainder of this Agreement.

      6.05 SURVIVAL OF RIGHTS AND ASSIGNABILITY.

      Except as provided herein to the contrary, this Agreement shall be
binding upon and inure to the benefit of the parties signatory hereto,
their respective heirs, representatives and permitted successors and
assigns; provided, however, that except as expressly permitted by the
provisions of this Agreement, no Member shall be permitted to assign any
rights hereunder to any third party.

      6.06 GOVERNING LAW.

      This Agreement has been entered into in the State of California and
all questions with respect to this Agreement and the rights and liabilities
of the parties hereto shall be governed by the laws of that State.

      6.07 WAIVER.

      No consent or waiver, express or implied, by any Member to or of any
breach or default by them in the performance by them of their obligations
hereunder shall be deemed to be a consent or waiver to or of any other
breach or default in performance by them of the same or any other
obligation of them hereunder.  Except as otherwise provided herein, failure
to act of any Member or to declare any Member in default shall not
constitute a waiver by any Member of its rights hereunder.  The giving of
consent by any Member in any one instance shall not limit or waive the
necessity to obtain such Member's consent in any future instance.



      6.08 ALTERNATIVE REMEDIES; EQUITABLE REMEDIES.

      The rights and remedies of any of the Members hereunder shall not be
mutually exclusive, i.e., the exercise of one or more of the provisions
hereof shall not preclude the exercise of any other provisions hereof.
Each of the Members confirms that damages at law will be an inadequate
remedy for a breach or threatened breach of this Agreement and agrees that
in the event of a breach or threatened breach of any provision hereof, the
respective rights and obligations hereunder shall be enforceable by
specific performance, injunction or other equitable remedy, but nothing
herein contained is intended to nor shall it limit or affect any rights at
law or by statute or otherwise of any party aggrieved as against the other
for a breach or threatened breach of any provision hereof.

      6.09 LIMITATION ON LIABILITY.

      No Person who is a present or future Member in the Company, or a
direct or indirect partner or member in any Member in the Company shall
have any personal liability of any kind or nature for or by reason of any
matter or thing whatsoever under or in connection with this Agreement or
any other agreement entered into under or in connection herewith, and the
Company and each other Member hereby waives all such personal liability.

      6.10 WELLS FARGO BANK ADDENDUM.

        The Members hereby incorporate the provisions of the Wells Fargo
Bank Addendum attached to this Agreement as part of this Agreement.

      6.11 ACTIONS BETWEEN MEMBERS.

      Any Member shall be entitled to maintain, on its own behalf or on
behalf of the Company, any action or proceeding against the other Members
or the Company (including, without limitation, any action for damages,
specific performance or declaratory relief) for or by reason of any breach
by such Member of this Agreement or any other agreement with or related to
the Company, notwithstanding the fact that any or all of the parties to
such proceeding may then be Members in the Company, and without dissolving
the Company as a limited liability company.

      6.12 NO THIRD PARTY BENEFICIARIES.

      Nothing contained herein, except as otherwise herein expressly set
forth, shall be deemed to create any right or interest in any third party
or any right in any third party to enforce any provision of this Agreement
("third party" for purposes of the foregoing meaning any Person other than
a Member or an assignee, transferee or agent of a Member).

      6.13 TERMINOLOGY.

      All personal pronouns used in this Agreement whether used in the
masculine, feminine or neuter gender shall include all genders; and the
singular shall include the plural and vice versa.  Titles of articles and
sections are for convenience only and neither limit nor amplify the
provisions of this Agreement itself.  The use herein of the word
"including" when following any general statement, term or matter shall not
be construed to limit such statement, term or matter to the specific items
or matters set forth immediately following such word or to similar items or
matters whether or not non-limiting language (such as "without limitation"
or "but not limited to" or words of similar import) is used with reference
thereto but rather shall be deemed to refer to all other items or matters
that could reasonably fall within the broadest possible scope of such
general statement, term or matter.

      6.14 COUNTERPARTS.

      This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which shall constitute
one and the same Agreement.

      6.15 FURTHER ASSURANCES.

      Each party hereto agrees to do all acts and things and to make,
execute and deliver such written instruments as shall be reasonably
required to carry out the terms and provisions of this Agreement, and to
enable each party to obtain the benefits of this Agreement provided for it
herein.

      6.16 NON-DISCRIMINATION.

      There shall be no discrimination against or segregation of, any
person, or group of persons on account of race, color, creed, national
origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure, or enjoyment of the Property or the Improvements thereon, nor shall
the Company or any Person claiming under or through it, establish or permit
any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees, or vendees of the land.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above set forth.

           CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIV
           an Illinois limited partnership

              By:  JMB REALTY CORPORATION
                   an Illinois corporation,
                   General Partner


                   By:  ________________________________
                        Vice President

           CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XV
           an Illinois limited partnership

              By:  JMB REALTY CORPORATION
                   an Illinois corporation,
                   General Partner


                   By:  ______________________________________
                        Vice President


           MAGUIRE PARTNERS-BUNKER HILL, LTD.
           a California Limited Partnership

           By: Maguire Partners BGHS, LLC
                a California limited liability company
                General Partner

                By:  Maguire Partners SCS, Inc.
                      a California corporation
                      Its Manager


                      By:_________________________
                           Robert F. Maguire III
                           President




                       WELLS FARGO BANK ADDENDUM



      The undersigned parties are entering into this Addendum which is
attached to and made a part of the Operating Agreement ("OPERATING
AGREEMENT") of Maguire Thomas Partners-South Tower, LLC ("SOUTH TOWER").
In the event of a conflict between the provisions of the Operating
Agreement and this Addendum, the provisions of this Addendum shall control
only as among the parties to this Addendum; otherwise, the Operating
Agreement shall control.

      A.   CONSENT TO BANK SECURITY INTEREST.   Maguire Partners-Bunker
Hill, Ltd. (herein, together with its permitted successors and assignees,
called "MP") consents to and acknowledges the Wells Fargo Bank (herein,
together with its successors and permitted assignees, called the "BANK" or
"WELLS FARGO BANK") security interest in the Carlyle membership interest in
South Tower ("CARLYLE INTERESTS") for the purposes of (i) Section 3.03 of
the Operating Agreement, and (ii) Sections 9318 and 9502 of the UCC.  The
Bank may assign its rights and liens to any affiliate of the Bank in which
the Bank owns at least a majority ownership interest and has the right to
control the management of the affiliate ("AFFILIATE"), all without the need
for consent by MP or compliance with Section B below.  The Bank shall give
prior written notice of any such assignment to MP.  The 40% loan to value
and other limitations on permissible liens on membership interests shall
not apply to the Bank's security interest on the Carlyle Interests (or to
the successors or assignees of the Bank who hold such Interests and who are
affiliates of the Bank).  All references herein to "membership interests"
(or similar terms) shall include all economic interests and rights to
distributions or payments of money or property.

      B.   RIGHT OF FIRST NEGOTIATION.  The Bank may foreclose on its
security interest or otherwise acquire any or all of the Carlyle Interests,
either directly or through one of the Bank's affiliates, all without
complying with the offer and sale procedure in Section 3.03(b) of the
Operating Agreement, so long as the Bank or its affiliate is the transferee
of the Interests.  An Event of Default by Carlyle under the Operating
Agreement shall not prevent the Bank from exercising its remedies under its
loan documents with Carlyle, subject to the Bank's obligations regarding
the cure of Carlyle defaults under SECTION C below; provided that the
foregoing shall not limit the remedies of MP for an Event of Default by
Carlyle under the Operating Agreement, subject to the right of the Bank to
cure such default under SECTION C.

      Notwithstanding the two foregoing sentences, the following procedure
(herein called the "right of first negotiation procedure") shall apply (i)
if the Bank intends to transfer the Carlyle Interests, or any portion
thereof, to any entity or person other than the Bank (or its affiliate) or
Carlyle, or (ii) if the Bank transfers ownership of its affiliate, whether
as a result of a foreclosure on such Interests or as a result of a transfer
by the Bank subsequent to its foreclosure and acquisition of the Interests.

In such case, the Bank shall give notice to MP at least 30 days prior to
the date of such transfer.  If the Bank does not receive written notice
from MP of MP's desire to negotiate to attempt to acquire such Interests
within 10 days from the date such notice of intent to transfer was sent to
MP, then the Bank may transfer the Carlyle Interests without further
restriction.  However, if MP (i) wishes to negotiate to attempt to acquire
such Carlyle Interests, and (ii) gives its corresponding notice of that
desire to the Bank within such 10 days from the date the initial notice of
intent to transfer was sent to MP, then an exclusive negotiation period
shall exist for the balance of the 30 day period commencing on the date the
initial notice of intent to transfer was sent to MP.  During that 30 day
exclusive negotiation period, Bank and MP shall negotiate in good faith
with each other regarding the terms of such purchase and sale of the
Carlyle Interests (or of the Bank's loan and security interest in the
Carlyle Interests, if the parties so agree in their respective discretion,
but without in any way implying any right or interest by MP or anyone else
in Bank's loan or security and without adversely affecting Bank's
unrestricted right to manage, administer, amend, renew, extend,
restructure, enforce or otherwise deal with its loan and security in any
way the Bank wishes).  During said 30 day period in which the Bank or MP
are so negotiating with respect to the transfer of the Carlyle Interests,
the Bank shall not complete its foreclosure on, sell or agree to sell its
loan or the Carlyle Interests to any other party; provided that, the Bank
may notice the foreclosure sale for any time after the end of the 30 day
period and otherwise place itself in a position to complete a foreclosure
immediately after such 30 day period, if the negotiations with MP are
unsuccessful.

      The Bank may always sell participations in its loans and security
without triggering this Section B exclusive negotiation procedure, as long
as such participants are subject to the same procedure as must be followed
by the Bank hereunder; provided that Bank will not sell such portion of the
loans and security such that Bank no longer has effective control over the
exercise of rights and remedies (subject to customary rights of approval by
loan participants in similar loans) as the holder of the loans unless (i)
Bank first gives South Tower written notice thereof at least thirty (30)
days prior to the consummation of such sale and (ii) the purchaser or
purchasers of such controlling interest in the loans is a Financial
Institution having at least $100,000,000 in net worth, as defined in
Section 3.03(a) of the Operating Agreement.

      The Bank agrees that, if MP gives the Bank a written offer to
purchase the Carlyle Interests on an all cash basis ("MP OFFER") during the
30 day negotiation period, and if the Bank fails to accept such MP Offer
within the time period set forth in the MP Offer (which period for
acceptance must be at least twenty-five (25) days after the delivery of the
MP Offer), then from the date of receipt of the MP Offer until the date
that is one hundred eighty (180) days thereafter (the "TRANSFER PERIOD"),
the Bank shall have the right to transfer the Carlyle Interests to a
reputable third party, whether by foreclosure or otherwise, for a price
greater than the price in the MP Offer, although the Bank's transfer at a
higher price may be on terms other than cash, including a credit bid by the
Bank at the foreclosure sale.  If, during the Transfer Period, the Bank
receives an offer from a third party for the purchase of the Carlyle
Interests which is equal to or lower than the MP Offer, and which the Bank
intends to accept, then the Bank shall not consummate a foreclosure sale or
other transfer of the Carlyle Interests to such offeror without first
complying with the offer and sale procedures of Section 3.03 of the
Operating Agreement.  If the Bank receives an offer from a third party at a
price superior to the MP Offer during the Transfer Period, the Bank may
consummate such sale at a price greater than the MP Offer.  After the
Transfer Period, if no sale is pending as of the last day of the Transfer
Period (or if such a sale is then pending but the closing date for such
sale is scheduled to occur more than thirty (30) days after the expiration
of the Transfer Period), including a foreclosure sale for a price above the
MP Offer, and if the Bank has not timely accepted the MP Offer, and the
Bank desires to sell the Carlyle Interests, the sales process shall re-
commence in accordance with the procedures described herein for a new 180-
day Transfer Period.

      The comparison of the price to a third party compared to the MP Offer
is as to the aggregate compensation benefit to the Bank, considering all
factors relevant to a reasonable commercial bank under such circumstances.
Nothing herein prevents the Bank from making a credit bid at a foreclosure
sale in an amount in excess of the MP Offer.  At all times, subject to the
right of first negotiation procedure herein (in the case of a sale of the
Carlyle Interests, or any portion thereof, to any third party other than
the Bank or its affiliate), the Bank may comply with the applicable laws to
make any foreclosure sale commercially reasonable and in compliance with
UCC 9504.

      Subject to the Bank complying with the right of first negotiation
procedures governing the sale of the Carlyle Interests in accordance with
this SECTION B, a purchaser of the Carlyle Interests through a Bank
foreclosure sale shall become a substitute member in South Tower, subject
only to (i) the provisions of the Agreement requiring the substitute member
to assume all of the obligations of Carlyle under the Agreement, and (ii)
the delivery to MP of a certification from such substitute member, from
Carlyle (if then a member), and from the Bank, certifying that the
substitute member is either an affiliate of the Bank or has acquired the
Carlyle Interests after compliance by the Bank with the procedures set
forth in this Section B.

      Nothing herein deprives the Bank of its rights under Section 3.03 of
the Operating Agreement. MP agrees that MP shall comply with the offer and
sale procedures of Section 3.03 of the Operating Agreement in connection
with the transfer of the MP interests.

      C.   RIGHT TO CURE DEFAULTS.  The Bank shall receive directly copies
of all notices given to Carlyle by MP under the Operating Agreement,
including notices of default under Section 3.06, or offers to buy or sell
under Section 3.03, and of arbitration.  The Bank (or its affiliate) shall
have the right, but not the obligation prior to the transfer of the Carlyle
Interests to the Bank or such affiliate, to cure any Carlyle default under
the Operating Agreement within a reasonable period after notice to the Bank
of Carlyle's default, which cure period shall not exceed the longer of (i)
ten (10) days from written notice thereof for monetary defaults, (ii)
thirty (30) days from written notice thereof for non-monetary defaults, or
(iii) the cure periods granted to Carlyle under the Agreement for the
relevant default; provided, however, that the Bank (or its successor or
permitted assignee which acquires the Carlyle Interests) shall have the
obligation to cure any Carlyle monetary default and any Carlyle non-
monetary default that is reasonably curable by a successor owner of the
Carlyle Interests within the foregoing cure periods once the Bank or its
successor or permitted assignee has acquired ownership of the Carlyle
Interests, calculating such Bank cure periods for such purpose from the
date when the Bank or its successor or permitted assignee so acquires such
Carlyle Interests.  However, if the Bank or its successor or permitted
assignee becomes the substitute member in place of Carlyle, any non-
monetary defaults by Carlyle that are not reasonably capable of cure (with
a commercially reasonable effort) by the Bank or its successor or permitted
assignee need not be cured by the Bank or such other substitute member.  As
long as the Bank can still cure Carlyle defaults and is diligently
undertaking reasonable efforts to cure such defaults, the Bank or its
successor or permitted assignee shall have the right to vote the Carlyle
Interests once the Bank or such successor or assignee acquires the Carlyle
Interests.

      D.   DISTRIBUTIONS.  All distributions or payments for the account
of Carlyle in connection with South Tower shall be made directly to the
Bank pursuant to UCC Sections 9318 and 9502, and Carlyle irrevocably
consents to MP complying with such direction as to payments to the Bank.
Carlyle shall indemnify and hold MP harmless from any liability as a result
of its compliance with the foregoing direction.

      E.   NO ASSUMPTION.  Unless and until the Bank replaces Carlyle as a
member, the Bank assumes none of the Carlyle obligations under the
Operating Agreement.  However, the Bank recognizes any superior right which
South Tower may have to offset liabilities of Carlyle to South Tower
against the obligations of South Tower to Carlyle, as provided in UCC
9318(1)(a).

      F.   ARBITRATION.  The Bank may intervene as a party and/or
participate (all at its option) in any arbitration proceeding pursuant to
the Operating Agreement in order to protect its interests.  To the extent
that the Carlyle Interests in which the Bank has a security interest are
affected by any arbitration in which the Bank is permitted to participate
as a party, the results of such arbitration that are binding on Carlyle
likewise bind the Carlyle Interests which are subject to the Bank's
security interest, whether or not the Bank elects to participate in the
arbitration.

      G.   BANK APPROVAL OF CARLYLE ACTIONS.  MP acknowledges that the
Bank holds its security interest and has certain rights to approve the
actions of Carlyle with respect to the Carlyle Interests in South Tower,
and that MP does not have any claim against the Bank as a result of its
having such approval rights through its loan documentation with Carlyle.
MP shall continue to deal exclusively with Carlyle in the management of
South Tower under the terms of the Operating Agreement, without regard to
the position of the Bank unless and until the Bank (or its affiliate)
becomes the substituted member pursuant to its security interest in the
Carlyle Interests.  MP shall not bring a claim against the Bank by reason
of the Bank prohibiting Carlyle, under the Bank's loan documents with
Carlyle, from taking (or omitting to take) certain actions or approving (or
disapproving) certain decisions as a member of South Tower (without waiving
any rights or claims as to Carlyle as a member in the Company).

      H.   NO TERMINATION OF PARTNERSHIP. The Bank agrees that in no event
shall the exercise of the Bank's remedies as a secured creditor with a
security interest in the Carlyle Interests, nor any subsequent transfer of
the Carlyle Interests by the Bank or its successor or permitted assignee,
result in the termination of the South Tower limited liability company
under Section 708 of the Internal Revenue Code; provided, however, in
determining whether a transfer of the Carlyle Interests would cause a
Section 708 termination, the Bank shall be permitted to disregard any
transfer of the MP interest, or any portion thereof, during the preceding
12 month period.  However, should the Bank succeed to the Carlyle
Interests, the Bank shall thereafter have no less rights than Carlyle would
have under the Operating Agreement, none of which shall be impaired by the
provisions of this Addendum, addressing the issues regarding the Bank's
position as a secured creditor of Carlyle.  Nothing contained herein
relating to the transfer of the Carlyle Interests pursuant to the Bank's
rights as a secured creditor shall abridge or limit any other or greater
rights the Bank or any affiliate may have under the Operating Agreement
should the Bank or any affiliate acquire the Carlyle Interests or any other
interest of another member in South Tower.

      I.   NOTICES.  The parties agree that notices hereunder shall be
given in accordance with Section 6.02 of the Operating Agreement and to the
addresses specified therein, in the case of Carlyle and MP.  Notices to the
Bank shall be addressed as follows:

        Wells Fargo Bank, N.A.
        2030 Main Street
        Suite 800
        Irvine, California  92714
        Attn:  Patrick Mooney, Vice President

        with a copy to:

        Brobeck, Phelger & Harrison, LLP
        One Market Plaza, Spear Street Tower
        23rd Floor
        San Francisco, California 94105
        Attn:  G. Larry Engel
        (415) 442-1400

      IN WITNESS WHEREOF, the parties below have entered into this Addendum
as of the 30th day of September, 1996.

           CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIV
           an Illinois limited partnership

              By:  JMB REALTY CORPORATION
                   an Illinois corporation,
                   General Partner


                By:   ________________________________
                        Vice President

           CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XV
           an Illinois limited partnership

              By:  JMB REALTY CORPORATION
                   an Illinois corporation,
                   General Partner


              By:  ______________________________________
                   Vice President



           MAGUIRE PARTNERS-BUNKER HILL, LTD.
           a California Limited Partnership

           By: Maguire Partners BGHS, LLC
                a California limited liability company
                General Partner

                By:  Maguire Partners SCS, Inc.
                      a California corporation
                      Its Manager


                      By:_________________________
                        Robert F. Maguire III
                        President



           WELLS FARGO BANK, N.A.
           a national banking association



           By:
                Its:

                              EXHIBIT "A"

                           LEGAL DESCRIPTION
                              (attached)





                              EXHIBIT "B"

                  LIST OF WELLS FARGO CENTER ARTWORK



Work:                                  Artist:                  Type:

La Caresse d'un Oiseau                 Miro                 Sculpture
La Dandy                               Dubuffet             Sculpture
Four Female Figures                    Graham               Sculpture
Sequi                                  Graves               Sculpture
Light Touches Fall Color               Wile                 Sculpture
Lock Down                              Aonoldi              Sculpture
Sawtooth                               Obulich              Sculpture
Night Sail (1985)                      Nevelson             Sculpture





                              EXHIBIT "C"

                       INITIAL CAPITAL ACCOUNTS


      Maguire Partners

      (Initially booked to -0-)

      $1,000,000 (after Supplemental Contribution)



      Carlyle 14

      (Initially booked to -0-)

      $350,000 (after Supplemental Contribution)



      Carlyle 15


      (Initially booked to -0-)

      $650,000 (after Supplemental Contribution)





                              EXHIBIT "D"

                    PERMANENT FINANCING GUIDELINES


1)    The maximum Fixed Interest Rate, prior to any participation for Debt
Financing, is 14% per annum.  This rate is to be subject to the IRR
parameters in item 10.

2)    Should the Fixed Interest Rate, prior to any participation for
Convertible Financing, exceed 12%, the maximum Equity Participant
Percentage must drop from the maximum of 50% to a percentage that will
yield no more than an 18% pre-tax IRR including Originating Fees.  An
example of the Lender Financial Analysis not exceeding 12% is attached to
illustrate the calculation of the IRR.  The IRR and IROR are synonymous in
this illustration.

3)    No maximum term of loan.

4)    Minimum term of loan is 10 years.

5)    NO PRINCIPAL REDUCTION REQUIRED.

6)    Minimum Principal = Total Project Construction Costs; NO MAXIMUM
PRINCIPAL.

7)    Minimum Debt Service Coverage Ratio = 1.1:1

8)    The pre-tax IRR or Effective Yield on permanent financing must not
exceed 18%. (See attached sheet.)

9)    No more than a 1.5 Points Originating Fee is to be paid to the
lending institution.  If required, this fee will be paid from the proceeds
of the mortgage obtained for Permanent financing.

10)   No Compensating Balances are to be maintained with the lending
institution.

*Definition IRR (Internal Rate of Return).

The rate of return on that amount provided by the Permanent Lender to
finance the project through its minimum term of 10 years.

The internal rate of return is calculated by finding the discount rate that
equates the present value of future cash flows plus the residual value
(which is the cash flow capitalized in the year of conversion by the
Permanent Lender by a capitalization rate that will return to the lender no
more than 18% pretax) to the cost of the investment.  The effective yield
is synonymous with Pretax IRR for the purposes of this document.




                              EXHIBIT "E"

              MAGUIRE/THOMAS PARTNERS - SOUTH TOWER, LLC

                           INSURANCE PROGRAM


Property:  South Tower

      Limits-      No less than $175,000,000 all risk with a stop loss
limit of $75,000,000 for earthquake and flood (as long as obtainable at
cost effective rates).  The stop loss limit is calculated on an annual
aggregate basis.

                   -      No less than $30,000,000 rental income
sublimit, no time limitation, deductions shall not exceed 15 days.

      Deductibles  -      No more than -     $ 25,000 per loss for all
perils except:
                                        -    $100,000 per loss from
flood
                                        -    2% of value at time of
loss from earthquake

Property: X-2(b) Parking Garage

      Limits-      No less than $15,000,000 all risk including earthquake
and flood, no stop loss, no coinsurance.

      Deductibles  -      No more than -     $ 25,000 per loss for all
perils except:
                                        -    $100,000 per loss from
flood
                                        -    2% of value at time of
loss from earthquake

Liability:  South Tower and X-2(b) Parking Garage

      Limits-      $20,000,000 per accident for direct damage and
business interruption
                   -      $25,000 per accident for expediting expense
                   -      $25,000 per accident for water damage

      Deductibles  -      $25,000 per accident


GENERAL OVERALL REQUIREMENTS:

1.    The insurance program will provide for a waiver of subrogation
against IBM as tenant of the Project, as long as obtainable.

2.    Certified copies of all such policies will be provided to the
Members.

3.    The all risk insurance coverage will, at a minimum,
      cover loss by fire, lightning and perils of broad form extended
coverage as now and hereafter constituted for the lesser of the full
replacement cost without deduction for physical depreciation or the actual
cash value of the Project.

4.    The liability insurance coverage will provide protection for all the
Members with respect to their ownership of the Project.






                             EXHIBIT "F"



I. ELECTIONS

      The Company has made or will make the following tax elections:

      a.    The election under section 168(b)(3) or otherwise to claim
straight-line depreciation or cost recovery deductions with respect to all
"section 1250 property" (as defined in section 1250(c)), and accelerated
depreciation or cost recovery deductions with respect to all "section 1245
property" (as defined in section 1245(c)), over as short a period as is
permissible;

      b.    If and to the extent there are start-up expenses, an election
under section 195(b) to amortize such start-up expenses over a period of 60
months;

      c.    If and to the extent there are organizational expenses, an
election under section 709(b) to amortize such organizational expenses over
a period of 60 months.

      d.    The election under section 46(d) for qualified progress
expenditures with respect to any conveying systems.

II.   CAPITAL ACCOUNTS

      The Capital Account of each Member as of the effective date of this
Agreement is calculated as set forth in Attachment 1 hereto in accordance
with SECTION 2.04 of the Agreement.  The following is a list of principles
that were applied in determining the Capital Accounts.  The Members
recognize that certain of the numbers contained in the assumptions set
forth in said Attachment are tentative in that they reflect certain
assumptions as to the amounts, bases and values of assets and liabilities
of the Company on the date of the Agreement and other similar items, which
assumptions may prove to be other than as set forth herein.  The Members
agree to revise this Exhibit if necessary, to reflect actual capital
accounts using such revised items in place of the items now contained
herein, but otherwise using the same method for calculations set forth
herein.





                           TABLE OF CONTENTS


ARTICLE 1.    Definitions. . . . . . . . . . . . . . . . . . . .  . 2

ARTICLE 2.    Formation of Company; Capital, Distributions and
Allocations. . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

              Section 2.01   Introductory Matters. . . . . . . . .  8
              Section 2.02   Members and Their Interests . . . . .  9
              Section 2.03   Capital Contributions . . . . . . . . 10
              Section 2.04   Capital Accounts. . . . . . . . . . . 10
              Section 2.05   Additional Capital Contributions. . . 11
              Section 2.06   Distributions . . . . . . . . . . . . 14
              Section 2.07   Reserves. . . . . . . . . . . . . . . 16
              Section 2.08   Reserved. . . . . . . . . . . . . . . 16
              Section 2.09   Allocations Among Members . . . . . . 16
              Section 2.10   Reserved. . . . . . . . . . . . . . . 21
              Section 2.11   Special Assets. . . . . . . . . . . . 21
              Section 2.12   Aetna Lockbox . . . . . . . . . . . . 21

ARTICLE 3.    Management and Operation . . . . . . . . . . . . . . 22

              Section 3.01   Management of the Company . . . . . . 22
              Section 3.02   Accounting, Tax Elections and Related
Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
              Section 3.03   Sale, Transfer or Mortgage of Interests in
the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
              Section 3.04   Reserved. . . . . . . . . . . . . . . 44
              Section 3.05   Admission of Additional Members;
Substitution . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
              Section 3.06   Default and Dissolution . . . . . . . 44

ARTICLE 4.    Binding Effect of Agreement; Representations,
              Warranties and Covenants of the Parties. . . . . . . 51

              Section 4.01   Representations, Warranties
and Covenants of Maguire Partners. . . . . . . . . . . . . . . . . 51
              Section 4.02   Representations, Warranties
and Covenants of Carlyle 14 and Carlyle 15 . . . . . . . . . . . . 51
              Section 4.03   Reserved. . . . . . . . . . . . . . . 51
              Section 4.04   Indemnification . . . . . . . . . . . 51
              Section 4.05   Survival of Representations . . . . . 52

ARTICLE 5.    Reserved . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE 6.    Miscellaneous Provisions . . . . . . . . . . . . . . 52

              Section 6.01   Complete Agreement; Amendment . . . . 52
              Section 6.02   Notices . . . . . . . . . . . . . . . 52
              Section 6.03   Attorneys' Fees . . . . . . . . . . . 54
              Section 6.04   Separability. . . . . . . . . . . . . 54
              Section 6.05   Survival of Rights and Assignability. 54
              Section 6.06   Governing Law . . . . . . . . . . . . 54
              Section 6.07   Waiver. . . . . . . . . . . . . . . . 54
              Section 6.08   Alternative Remedies; Equitable
Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
              Section 6.09   Limitation on Individual Liability. . 55
              Section 6.10   Wells Fargo Bank Addendum . . . . . . 55
              Section 6.11   Actions Between Members . . . . . . . 55
              Section 6.12   No Third Party Beneficiaries. . . . . 55
              Section 6.13   Terminology . . . . . . . . . . . . . 56
              Section 6.14   Counterparts. . . . . . . . . . . . . 56
              Section 6.15   Further Assurances. . . . . . . . . . 56
              Section 6.16   Non-Discrimination. . . . . . . . . . 56


                       WELLS FARGO BANK ADDENDUM


                               EXHIBITS

              Exhibit A      -           Legal Description
              Exhibit B      -           Artwork
              Exhibit C      -           Initial Capital Accounts
              Exhibit D      -           Permanent Financing
                                         Guidelines
              Exhibit E      -           Insurance Program
              Exhibit F      -           Tax Elections