EXHIBIT 10-V
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                          LOAN PAY-OFF AGREEMENT
                          ----------------------


            THIS LOAN PAY-OFF AGREEMENT ("Agreement") is made and entered
into as of the __ day of December, 1999, by and between TRIZECHAHN
DEVELOPMENTS INC., a California corporation, as successor-in-interest to
Ernest W. Hahn, Inc. ("Lender"), and CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XIII, an Illinois limited partnership ("Borrower").


                                 RECITALS
                                 --------

      A.    Lender made a loan (the "Loan") in the principal amount of
$20,225,000.00 to Borrower.  The Loan is evidenced by the "Note" (described
on Exhibit A).  The Loan had been secured by the "Deed of Trust" (described
on Exhibit A) and the "Spreader Agreement" (described on Exhibit A), which
Deed of Trust and Spreader Agreement were released and reconveyed pursuant
to the "Full Reconveyance" (described on Exhibit A).  The Note, the Deed of
Trust, the Spreader Agreement and the Full Reconveyance, and the other
documents and instruments executed by Borrower evidencing, securing or
otherwise relating to the Loan are hereinafter collectively referred to as
the "Loan Documents".

      B.    Borrower has requested that Lender accept less than the
outstanding principal balance of the Loan in repayment of the Loan.  Lender
has agreed to such request on terms and subject to the conditions
hereinafter set forth.

      NOW, THEREFORE, in consideration of the foregoing premises, the
mutual covenants and conditions contained herein, Borrower and Lender
hereby agree as follows:

      1.    REPAYMENT OF LOAN.  Borrower shall prepay (and fully satisfy)
the Loan by paying to Lender $3,000,000.00 (the "Pay-Off Amount").

      2.    CLOSING.

            A.    CLOSING DATE.  The closing (the "Closing") of the pay-off
of the Loan shall be on a date mutually agreed upon by the parties hereto
but not later than December 22, 1999 (the "Closing Date").

            B.    CLOSING COSTS.  Each party shall pay all costs, fees,
charges and expenses of whatever kind or character incurred by it in
connection with the preparation and negotiation of all documentation for,
and the consummation of, the transactions contemplated by this Agreement.

      3.    DELIVERIES TO OTHER PARTY AT CLOSING.  Borrower and Lender
shall deliver or cause to be delivered to each other the following items:

            A.    BY LENDER.  Lender shall deliver the original Note marked
"paid in full" (or a lost note affidavit if the original Note is
unavailable) to Ernie Park, Esq. at the following address: c/o Bewley,
Lassleben & Miller, 510 Whittier Square, 13215 East Penn Street, Whittier,
California, 90602.

            B.    BY BORROWER.  Upon the written confirmation by Ernie
Park, Esq. of his receipt of the document set forth in Paragraph 3.A.
above, Borrower shall deliver or cause to be delivered to Lender, in time
for the Closing to occur on the Closing Date, the Pay-Off Amount by wire
transfer or other immediately available funds pursuant to Lender's
instructions.



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            C.    DELIVERY OF DOCUMENT.  Immediately upon Lender's receipt
of the Pay-Off Amount, Lender shall direct Ernie Park, Esq. to deliver the
document set forth in Paragraph 3.A. above to Borrower.

      4.    CONDITIONS TO CLOSE.  The obligations of Lender and Borrower to
close this transaction shall be subject to the other performing, satisfying
and complying with all covenants, agreements and conditions required by
this Agreement to be performed or complied with by the other party.

      5.    RELEASE BY LENDER.

            A.    RELEASE.  If and only if the Closing occurs, upon the
Closing, Lender, on its own behalf and on behalf of its employees,
officers, shareholders, directors, agents, successors, assigns, partners,
attorneys, agents, servants, parent, subsidiary and affiliate corporations,
hereby absolutely and irrevocably releases Borrower, and each of Borrower's
beneficiaries and certificate holders and each of their respective
trustees, partners, attorneys, officers, directors, representatives,
agents, servants, contractors, employees, parent, subsidiary and affiliate
corporations and predecessors-in-interest, and each of their respective
past and present partners, successors, heirs and assigns, and each of them
(collectively, the "Borrower Released Parties") from any and all claims,
rights, demands, suits, causes of actions, losses, costs, obligations,
liabilities and expenses (collectively, "Claims") of every kind or nature,
known or unknown, suspected or unsuspected, fixed or contingent, arising
out of or relating to any statements, representations, acts or omissions,
intentional, willful, negligent or innocent, by any of the Borrower
Released Parties in any way connected with, relating to or affecting,
directly or indirectly, the Loan, the Loan Documents or the relationship
between Lender and Borrower.

            B.    NON-RELIANCE.  Lender hereby acknowledges that it has not
relied upon any representation of any kind made by Borrower or any of the
Borrower Released Parties in making the foregoing release.

            C.    CIVIL CODE.  Lender is aware of the provisions of
Section 1542 of the California Civil Code, which Section reads as follows:

      A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement
with the debtor.

Lender waives the provisions of said Section 1542 of the California Civil
Code and the provisions of any other applicable laws restricting the
release of claims which the releasing parties do not know or suspect to
exist at the time of release, which, if known, would have materially
affected the decision of Lender to agree to this Agreement.


            D.    NO ADMISSION OF LIABILITY.  It is hereby further
understood and agreed that the acceptance of delivery of this Agreement by
the parties released hereby shall not be deemed or construed as an
admission of liability of any nature whatsoever arising from or related to
the subject of this Agreement.

      6.    RELEASE BY BORROWER.

            A.    RELEASE.  If and only if the Closing occurs, upon the
Closing, Borrower, on its own behalf and on behalf of its employees,
officers, shareholders, directors, agents, successors, assigns, partners,
attorneys, agents, servants, parent, subsidiary and affiliate corporations,
hereby absolutely and irrevocably releases Lender, and each of Lender's
beneficiaries, shareholders, partners, attorneys, officers, directors,
representatives, agents, servants, contractors, employees, parent,
subsidiary and affiliate corporations and predecessors-in-interest, and
each of their respective past and present partners, successors, heirs and


<PAGE>


assigns, and each of them (collectively, the "Lender Released Parties")
from any and all Claims of every kind or nature, known or unknown,
suspected or unsuspected, fixed or contingent, arising out of or relating
to any statements, representations, acts or omissions, intentional,
willful, negligent or innocent, by any of the Lender Released Parties in
any way connected with, relating to or affecting, directly or indirectly,
the Loan, the Loan Documents or the relationship between Lender and
Borrower.

            B.    NON-RELIANCE.  Borrower hereby acknowledges that it has
not relied upon any representation of any kind made by Lender or any of the
Lender Released Parties in making the foregoing release.

            C.    CIVIL CODE.  Borrower is aware of the provisions of
Section 1542 of the California Civil Code, which Section reads as follows:

      A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement
with the debtor.

Borrower waives the provisions of said Section 1542 of the California Civil
Code and the provisions of any other applicable laws restricting the
release of claims which the releasing parties do not know or suspect to
exist at the time of release, which, if known, would have materially
affected the decision of Borrower to agree to this Agreement.

            D.    NO ADMISSION OF LIABILITY.  It is hereby further
understood and agreed that the acceptance of delivery of this Agreement by
the parties released hereby shall not be deemed or construed as an
admission of liability of any nature whatsoever arising from or related to
the subject of this Agreement.

      7.    FURTHER INSTRUMENTS.  Borrower and Lender, when requested to do
so by another party to this Agreement, shall cause to be executed,
acknowledged or delivered any and all such further instruments and
documents as may be reasonably necessary or proper to carry out the intent
and purpose of this Agreement.

      8.    GOVERNING LAW.  This Agreement shall be construed and enforced
in accordance with the laws of the State of California (without taking into
account conflicts of law).

      9.    AMENDMENTS.  This Agreement may be amended by written agreement
of amendment executed by all parties, but not otherwise.

      10.   ATTORNEYS' FEES.  If any action or proceeding is commenced to
enforce any of the terms of this Agreement, the prevailing party will have
the right to recover its reasonable attorneys' fees and costs of such
action or proceeding from the other party.

      11.   ENTIRE AGREEMENT.  This Agreement (and all exhibits attached
hereto, which are hereby incorporated herein by this reference) contains
the entire agreement between the parties respecting the matters herein set
forth and supersedes all prior agreements between the parties hereto
respecting such matters.

      12.   SEVERABILITY.  If any term or provision of this Agreement is
construed or interpreted by a court of competent jurisdiction to be void,
invalid or unenforceable, such decision shall affect only those paragraphs,
clauses or provisions so construed or interpreted and shall not affect the
remaining paragraphs, clauses and provisions of this Agreement.

      13.   TIME OF ESSENCE.  Time is of the essence of this Agreement.


                  [Remainder of Page Intentionally Blank]



<PAGE>


      COUNTERPARTS.  This Agreement may be executed in any number of
counterparts so long as each signatory hereto executes at least one such
counterpart.  Each such counterpart shall constitute one original, but all
such counterparts taken together shall constitute one and the same
instrument.


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

                       BORROWER

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

                       By:   JMB REALTY CORPORATION,
                             a Delaware corporation,
                             General Partner

                             By:
                                    ------------------------------
                             Name:  Andrea Pauls Backman
                             Title: Senior Vice President


                       LENDER

                       TRIZECHAHN DEVELOPMENTS INC.,
                       a California corporation

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


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



<PAGE>


                                EXHIBIT "A"

                              LOAN DOCUMENTS
                              --------------



      1.    Promissory Note Secured by Deed of Trust (the "Note") by
Borrower to Lender.

      2.    Long Term Deed of Trust and Assignment of Rents (the "Deed of
Trust") between Borrower, Title Insurance and Trust Company, a California
corporation, and Lender dated June 22, 1983, and recorded June 24, 1983 as
Instrument No. 83-711204.

      3.    Deed of Trust Spreader Agreement (the "Spreader Agreement") by
Borrower dated June 22, 1983 and recorded March 15, 1984.

      4.    Full Reconveyance (the Full Reconveyance") by Ticor Title
Insurance Company of California, formerly Title Insurance and Trust
Company, as duly appointed Trustee under the Deed of Trust, dated June 29,
1984, and recorded June 29, 1984 as Instrument No. 84-784753.