EXHIBIT 10-W
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                          RESTRUCTURING AGREEMENT

            THIS RESTRUCTURING AGREEMENT (this "Agreement") is entered into
as of the 27th day of October, 1999, by and among OAK HILL STRATEGIC
PARTNERS, L.P., a Delaware limited partnership ("OHSP"), 237/1290 UPPER
TIER ASSOCIATES, L.P., a Delaware limited partnership ("UTLP"); 237/1290
UPPER TIER GP CORP., a Delaware corporation ("UTLP GP Corp."); 237 GP
CORP., a Delaware corporation ("237 GP Corp."), JMB/NYC OFFICE BUILDING
ASSOCIATES, L.P., an Illinois limited partnership ("JMB/NYC"); PROPERTY
PARTNERS, L.P., a Delaware limited partnership ("Property Partners");
CARLYLE-XIII ASSOCIATES, L.P., a Delaware limited partnership ("Carlyle
XIII"); CARLYLE-XIV ASSOCIATES, L.P., a Delaware limited partnership
("Carlyle XIV"); CARLYLE MANAGERS, INC., a Delaware corporation ("JMB/NYC
Special"); 237 PARK PARTNERS, L.P., a Delaware limited partnership ("237
Park L.P."); 1290 PARTNERS, L.P., a Delaware limited partnership ("1290
L.P."); 1290 GP CORP., a Delaware corporation ("1290 GP Corp."); METROPOLIS
REALTY TRUST, INC., a Maryland Corporation ("Metropolis") and, solely for
the purpose of agreeing to certain obligations set forth in Sections
4.02(b) and (d) hereof, FW STRATEGIC ASSET MANAGEMENT, L.P. ("FW
Strategic"),  a Texas limited partnership (collectively, the "Parties").

            WHEREAS, Metropolis holds a 95% interest as the general partner
of 237/1290 Lower Tier Associates, L.P., a Delaware limited partnership
("LTLP"), which owns (x) a 99% interest as limited partner in 237 Park
L.P., which owns a direct interest in that certain property known as 237
Park Avenue, New York, New York (together with all related personal
property, intangibles, improvements and fixtures, the "237 Property"), and
(y) a 99% interest as a limited partner in 1290 L.P., which owns a direct
interest in that certain property known as 1290 Avenue of the Americas, New
York, New York (together with all related personal property, intangibles,
improvements and fixtures, "1290 Sixth"); and

            WHEREAS, UTLP holds a 5% interest as the limited partner of
LTLP; and

            WHEREAS, it is intended that 237 Park L.P. shall be converted
into a Delaware limited liability company ("237 Park LLC"); and

            WHEREAS, it is intended that following such conversion,
Metropolis and UTLP shall cause LTLP to liquidate, and pursuant to such
liquidation, each of Metropolis and UTLP shall receive an in-kind
distribution of its pro rata portion of LTLP's interests in 237 Park LLC
and 1290 L.P.; and

            WHEREAS, Metropolis and 237 GP Corp, as sellers, and 237 Park
Investors, L.L.C. (an affiliate of OHSP), as buyer, have entered into the
Interest Purchase Agreement (as defined below) pursuant to which 237 Park
Investors, L.L.C. will acquire the respective interests of Metropolis and
237 GP Corp in 237 Park LLC (following the conversion); and

            WHEREAS, UTLP and OHSP desire to enter into a Contribution
Agreement (the "Contribution Agreement") in connection with UTLP's
contribution of its membership interest in 237 Park LLC for Class A
Partnership Units in OHSP (the "UTLP OHSP Units") as more particularly
described herein; and

            WHEREAS, the JMB/NYC Partners (as defined below) and Metropolis
desire to enter into an Amendment and Release Agreement (the "Amendment and
Release Agreement") relating to the Indemnification Agreement (as defined
below) in connection with the transactions contemplated by this Agreement
and the Interest Purchase Agreement.



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            NOW, THEREFORE, in consideration of the mutual terms, covenants
and conditions herein contained, and for other good, valid and binding
consideration (including, without limitation, the terms, covenants and
conditions set forth in the Interest Purchase Agreement), the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:


                                 SECTION 1

                                DEFINITIONS

            When used herein, the following capitalized terms shall have
the following meanings:

             "Agreement" shall have the meaning set forth in the first
paragraph hereof.

            "Amendment and Release Agreement" shall have the meaning set
forth in the recitals hereto.

             "Closing" shall have the meaning set forth in Section 2.02
hereof.

            "Closing Date" shall have the meaning set forth in Section 2.02
hereof.

            "Closing Transactions" shall have the meaning set forth in
Section 2.01 hereof.

            "Code" shall mean the Internal Revenue Code of 1986, as
amended.

            "Confidential Information" shall have the meaning set forth in
Section 4.06(a) hereof.

            "Contribution Agreement" shall have the meaning set forth in
the recitals hereto.

             "Effective Time" shall have the meaning set forth in Section
2.02 hereof.

            "Fair Market Value" shall have the meaning set forth in Section
5.5 of the OHSP Partnership Agreement.

            "FW Strategic" shall have the meaning set forth in the first
paragraph hereof.

            "Indemnifiable Action" shall have the meaning set forth in
Section 7.02(a)(ii) hereof.

            "Indemnification Agreement" shall mean that certain
Indemnification Agreement dated as of October 10, 1996 by and among the
JMB/NYC Partners and Metropolis.

            "Interest Purchase Agreement" shall mean that certain Interest
Purchase Agreement, by and among 237 Park Investors L.L.C., Metropolis
Reality Trust, Inc. and 237 GP Corp., dated as of September 23, 1999, as
the same was modified by letters dated October 6, 1999, October 13, 1999,
October 14, 1999, and October 18, 1999, and by an Amendment No. 4 to
Interest Purchase Agreement dated October 15, 1999, as the same may be
further modified or amended from time to time.

            "JMB/NYC Controlled Entity" shall mean JMB/NYC, its partners
(including, without limitation, any Indemnitor), stockholders, agents or
affiliates.



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            "JMB/NYC" shall have the meaning set forth in the first
paragraph of this Agreement.

            "JMB/NYC Indemnifiable Action" shall have the meaning set forth
in Section 7.02(a)(i) hereof.

            "JMB/NYC Partners" shall mean Property Partners, Carlyle XIII
and Carlyle XIV.

            "JMB/NYC Special" shall have the meaning set forth in the first
paragraph of this Agreement.

            "Losses" shall mean any and all losses, claims, liabilities,
damages, costs or expenses (including, without limitation, reasonable
counsel fees) of any nature whatsoever, contingent or otherwise, foreseen
or unforeseen.

            "LTLP" shall have the meaning set forth in the recitals hereto.

            "LTLP LP Agreement" shall mean that certain Agreement of
Limited Partnership of 237/1290 Lower Tier Associates, L.P., dated as of
October 10, 1996, and entered into by and between Metropolis and UTLP.

            "Metropolis" shall have the meaning set forth in the first
paragraph hereof.

            "New 237 Park Indebtedness" shall mean any non-recourse
indebtedness secured by the 237 Property or by an interest in a limited
liability company which is directly or indirectly wholly-owned by 237 Park
LLC and through which the 237 Property is wholly owned (or any refinancing
thereof), which indebtedness shall constitute a "nonrecourse liability"
allocable to UTLP pursuant to U.S. Treasury regulation section 1.752-
1(a)(2) and shall qualify as qualified non-recourse financing within the
meaning of Section 465(b)(6) of the Code.

            "OHSP Adverse Transaction" shall mean (i) any sale,
disposition, transfer or exchange of the 237 Property, or of any of OHSP's
interests in the 237 Park Entities, (ii) any release, discharge or
reduction of New 237 Park Indebtedness of the 237 Park Entities below $200
million (other than through actions taken by a secured lender such as
application of insurance proceeds or condemnation awards or the exercise of
remedies, or in the case where the released indebtedness is concurrently
being replaced with other non-recourse indebtedness complying with
clause (B) below), (iii) any distribution of the assets of the 237 Park
Entities (other than distributions of cash and other distributions by the
237 Park Entities in the ordinary course of business), or (iv) any other
transaction or agreement to which OHSP or the 237 Park Entities is a party,
if as a result of any such transaction or agreement described in (i), (ii),
(iii), or (iv) above, JMB/NYC would be required to recognize a material
amount of taxable income or gain prior to the earlier of (1) the exercise
by FW Strategic of the right set forth in Section 4.02(c) hereof and the
receipt by JMB/NYC, in accordance with Section 4.02(e), of  all amounts to
be received under such Section 4.02(c), and (2) the exercise by JMB/NYC of
the right set forth in the proviso of Section 4.02(d)(ii) hereof and the
receipt by JMB/NYC, in accordance with Section 4.02(e), of  all amounts to
be received under such Section 4.02(d).  "OHSP Adverse Transactions" shall
specifically exclude (A)  distribution of income of the 237 Park Entities
or OHSP derived in the ordinary course of the 237 Park Entities' business,
(B) incurrence of New 237 Park Indebtedness of the properties owned by the
237 Park Entities on commercially reasonable terms in an aggregate amount
equal to not less than $200,000,000, (C) payment of amortization on non-
recourse financing encumbering the assets owned by the 237 Park Entities,
provided that the outstanding balance of such financing is not reduced
below $200,000,000, in the aggregate, between the date hereof and the
earlier of (1) the exercise by FW Strategic of the right set forth in
Section 4.02(c) hereof and the receipt by JMB/NYC, in accordance with
Section 4.02(e), of  all amounts to be received under such Section 4.02(c),


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and (2) the exercise by JMB/NYC of the right set forth in the proviso of
Section 4.02(d)(ii) hereof and the receipt by JMB/NYC, in accordance with
Section 4.02(e), of  all amounts to be received under such Section 4.02(d),
and other repayments of principal as described in the parenthetical of
clause (ii) above (i.e., actions taken by a secured lender such as
application of insurance proceeds or condemnation awards or the exercise of
remedies, or in the case where the released indebtedness is concurrently
being replaced with other non-recourse indebtedness complying with
clause (B) above), (D) a transfer of the 237 Property owned by any of the
237 Park Entities pursuant to an involuntary foreclosure or similar action
arising from a default by any of the 237 Park Entities with respect to its
obligations under its indebtedness, (E) a transfer of the 237 Property to
any 237 Park Entity in connection with the obligations of any 237 Park
Entity under its indebtedness, and (F) a transfer of the 237 Property
pursuant to a voluntary foreclosure or similar action arising from a
default by any of the 237 Park Entities with respect to such entities'
obligations under the New 237 Park Indebtedness; provided that, in the case
of a consensual foreclosure or deed in lieu of foreclosure by reason of a
default under the New 237 Park Indebtedness (as defined pursuant to the
terms thereof), the default is a bona fide default and the foreclosure or
deed in lieu of foreclosure is not a collusive transaction between the
holders of the New 237 Park Indebtedness and 237 Park LLC, or any member
thereof or any affiliate of either, attributable to any commonality of
ownership between the beneficial ownership of the New 237 Park Indebtedness
and 237 Park LLC or any member thereof or any affiliate of either.

            "OHSP" shall have the meaning set forth in the first paragraph
hereof.

            "OHSP Indemnifiable Action" shall have the meaning set forth in
Section 7.02(a)(ii) hereof.

            "OHSP Partnership Agreement" shall mean that certain agreement
of limited partnership relating to OHSP, as the same may be amended or
modified from time to time.

            "Parties" shall have the meaning set forth in the first
paragraph hereof.

            "Property Partners" shall have the meaning set forth in the
first paragraph of this Agreement.

            "Representatives" shall have the meaning set forth in Section
4.06(a) hereof.

            "Termination Date" shall have the meaning set forth in Section
6.01(b) hereof.

            "Transaction Agreements" shall mean this Agreement, the
Contribution Agreement, the Amendment and Release Agreement, and the
Interest Purchase Agreement.

            "1290 GP Corp." shall have the meaning set forth in the first
paragraph of this Agreement.

            "1290 L.P." shall have the meaning set forth in the first
paragraph hereof.

            "1290 LP Agreement" shall mean that certain agreement of
limited partnership relating to 1290 L.P., as the same may be amended or
modified from time to time.

            "1290 Sixth" shall have the meaning set forth in the recitals
hereto.

            "237 Book/Tax Amount" shall have the meaning set forth in
Section 4.02(a) hereof.



<PAGE>


            "237 GP Corp." shall have the meaning set forth in the first
paragraph hereof.

            "237 Park Entities" shall mean 237 Park LLC and any other
direct or indirect wholly-owned, single member, limited liability company
subsidiary of 237 Park LLC formed in connection with the New 237 Park
Indebtedness financing.

            "237 Park LLC" shall have the meaning set forth in the recitals
hereto.

            "237 Park L.P." shall have the meaning set forth in the
recitals hereto.

            "237 Park Partners LP Agreement" shall mean that certain
agreement of limited partnership relating to 237 Park L.P., as the same may
be amended or modified from time to time.

            "237 Property" shall have the meaning set forth in the recitals
hereto.

            "UTLP" shall have the meaning set forth in the first paragraph
hereof.

            "UTLP GP Corp." shall have the meaning set forth in the first
paragraph hereof.

             "UTLP LP Agreement" shall mean that certain Second Amended and
Restated Limited Partnership Agreement of UTLP, dated as of October 14,
1997, entered into by and between UTLP GP Corp., JMB/NYC and JMB/NYC
Special.

            "UTLP OHSP Units" shall have the meaning set forth in the
recitals hereto.

                                 SECTION 2

                                  CLOSING

            2.01       Transactions on the Closing Date.  Subject to the
terms and on the conditions of this Agreement, at or before Closing, each
of the following transactions (the "Closing Transactions") shall be
consummated in the following order (and only upon the completion of the
transaction set forth in the paragraph immediately prior to it):

            (a)   Conversion of 237 Park L.P.  (i)  LTLP, Metropolis, 237
GP Corp. and 237 Park L.P. shall, and LTLP, Metropolis and 237 GP Corp.
shall cause 237 Park L.P. to, (A) take all actions necessary in order to
effect the conversion of 237 Park L.P. from a Delaware limited partnership
to a Delaware limited liability company, and (B) immediately following such
conversion, appoint OHSP as the manager (and submit to OHSP the written
resignation of each other manager, if any) of 237 Park LLC, and amend its
certificate of formation to reflect such changes.

            (ii)  It is hereby expressly agreed by the Parties that, in
conjunction with, and to effectuate, the closing under the Interest
Purchase Agreement, OHSP shall have the right, in its sole discretion, to
amend, restate or otherwise modify the terms of the 237 Park Partners LP
Agreement and, upon the execution thereof, the limited liability company
agreement of 237 Park LLC.

            (b)   Amendments to the UTLP and 1290 LP Agreements.  (i) The
UTLP LP Agreement shall be amended so that such agreement shall conform in
both form and substance to the form attached to this Agreement as Exhibit
A.



<PAGE>


            (ii)  The 1290 LP Agreement shall be amended so that such
agreement shall conform in both form and substance to the form attached to
this Agreement as Exhibit B.

            (c)   Liquidation.  Metropolis, UTLP and UTLP GP Corp. shall
cause LTLP to liquidate in accordance with the terms of a liquidation
agreement attached hereto as Exhibit C, and in connection with such
liquidation, each of Metropolis and UTLP shall receive an in-kind
distribution of its pro rata portion of LTLP's interests in 237 Park LLC
and 1290 LP.

            (d)   Creation of 237 Park Entities; Transfer of 237 Property.
In accordance with the provisions of the Interest Purchase Agreement,
Metropolis, 237 GP Corp. and UTLP shall cause 237 Park LLC to, and 237 Park
LLC shall (x) form a subsidiary, which subsidiary shall at all times,
remain a direct or indirect wholly-owned subsidiary of 237 Park LLC; (y)
transfer ownership of the 237 Property to such subsidiary, and (z)
thereafter, form one or more additional subsidiaries as may be required by
the lenders in conjunction with the New 237 Park Indebtedness, which
additional subsidiaries shall at all times, remain direct or indirect
wholly-owned subsidiaries of 237 Park LLC.  Such subsidiaries shall,
together with 237 Park LLC, constitute the 237 Park Entities as defined
herein.

            (e)   Contribution of 237 Park LLC Membership Interests.
Subsequent to the sale by Metropolis and 237 GP Corp. of their respective
partnership interests (or, following the conversion of 237 Park L.P., of
their respective membership interests) in 237 Park L.P. or 237 Park LLC, as
applicable, to 237 Park Investors, L.L.C., UTLP shall contribute its
membership interest in 237 Park LLC to OHSP as consideration for UTLP's
receipt of Class A Partnership Units in OHSP with a Fair Market Value and
initial Capital Account on the Closing Date of $505,050.

            2.02  The Closing; Effective Time.  The closing (the "Closing")
with respect to the Closing Transactions shall take place (i) at the same
time (the "Effective Time"), on the same date (the "Closing Date") and at
the same location of the closing under the Interest Purchase Agreement,
subject to satisfaction or waiver of the conditions set forth in Section 3
hereof, or (ii) at such other place, time and/or date as the Parties shall
mutually agree in writing.


                                 SECTION 3

                           CONDITIONS TO CLOSING

            The obligation of each Party to consummate the Closing
Transactions shall be conditioned as follows:

            3.01  Subscription.  It shall be a condition of OHSP's
obligation to close hereunder that, simultaneous to the occurrence of the
Closing Transactions as set forth above, UTLP shall be delivering to OHSP a
Contribution Agreement in the form set forth in Exhibit D hereto.

            3.02  Closing Under Interest Purchase Agreement.  It shall be a
condition of OHSP's, Metropolis's, UTLP's and JMB/NYC's obligation to close
hereunder that, simultaneous to the occurrence of the Closing Transactions
as set forth above, the closing of the purchase under the Interest Purchase
Agreement shall be occurring (and all conditions to such closing shall
either have been satisfied or waived).

            3.03  Execution of the Amendment and Release Agreement.  It
shall be a condition of JMB/NYC's obligation to close hereunder that,
simultaneous to the occurrence of the Closing Transactions as set forth
above, the execution and delivery of the Amendment and Release Agreement in
the form set forth in Exhibit E hereto by the JMB/NYC Partners and
Metropolis shall be occurring.



<PAGE>


            3.04  Participation Extinguished.  It shall be a condition of
JMB/NYC's obligation to close hereunder that, simultaneous to the
occurrence of the Closing Transactions as set forth above, Metropolis shall
assign its interest in (i) that certain Second Amended, Restated and
Consolidated Note, dated as of October 10, 1996, made by JMB/NYC in favor
of Metropolis in an original principal amount of $88,572,780 (a true and
correct copy of which is attached hereto as Exhibit F); (ii) that Second
Amended, Restated and Consolidated Security Agreement, dated as of October
10, 1996, between JMB/NYC and Metropolis; and (iii) that certain
Participation Agreement, dated as of October 10, 1996, between Metropolis
and Michigan Avenue, L.L.C., a Delaware limited liability company
("Michigan Avenue, LLC"), to Michigan Avenue, LLC.

            3.05  Representations and Warranties; Covenants.  It shall be a
condition of each Party's obligation to close hereunder, that, with respect
to each other Party:

            (a)   such Party's respective representations and warranties
contained in this Agreement shall be true at and as of the Effective Time
with the same effect as though made at and as of such time; provided,
however, that, with respect to representations and warranties which
expressly speak as of a different date, the same shall be true as of such
date.

            (b)   such Party shall have performed or complied in all
material respects with all agreements and covenants required by this
Agreement to be performed or complied with by it (and, with respect to
Section 2.01, such performance or compliance shall have occurred in the
appropriate order) on or before the Effective Time.


                                 SECTION 4

                         COVENANTS AND AGREEMENTS

            4.01  Pre-Closing Covenants and Agreements.  After the date
hereof and prior to the Effective Time (unless otherwise agreed to in
writing by all of the Parties):

            (a)   JMB Consent.  JMB/NYC, the JMB/NYC Partners and JMB/NYC
Special shall (and hereby do) expressly acknowledge, and grant their
unconditional consent and, as applicable, approval to, all of the Closing
Transactions expressly provided for in Section 2.01 hereof and all acts
which must be taken by any Party in connection therewith.

            (b)   [Intentionally Omitted]

            4.02  Post-Closing Covenants and Agreements.

            (a)   OHSP will treat and report UTLP's Code Section 704(c)
book/tax difference with respect to UTLP's interest in OHSP (taking into
account the remedial allocation under Section 4.02(b)(ii)) as equal to
approximately $191,400,000 as of the Effective Time (the "237 Book/Tax
Amount").

            (b)   From the Closing Date to the earlier of (x) the exercise
by FW Strategic of the right set forth in Section 4.02(c) hereof, and the
receipt by JMB/NYC, in accordance with Section 4.02(e), of all amounts to
be received under Section 4.02(c), and (y) the exercise by JMB/NYC of the
right set forth in the proviso of Section 4.02(d)(ii) hereof, and the
receipt by JMB/NYC, in accordance with Section 4.02(e), of all amounts to
be received under Section 4.02(d)(ii):



<PAGE>


            (i)   Maintenance and Allocation of Indebtedness.  OHSP shall,
or shall cause the 237 Park Entities to, (A) maintain outstanding New 237
Park Indebtedness in a principal amount equal at least to $200 million
which indebtedness shall qualify as qualified non-recourse financing
(within the meaning of section 465(b)(6)(B) of the Code); (B) report a
portion of the New 237 Park Indebtedness in a principal amount equal to not
less than the 237 Book/Tax Amount (as reduced each year by the amount
allocated to UTLP under the "remedial method" pursuant to clause (ii) of
this Section 4.02(b)) as being allocated to UTLP for U.S. federal income
tax purposes; (C) file all U.S. federal and state income tax returns in a
manner consistent with such allocation of the New 237 Park Indebtedness;
(D) report all of the liabilities allocated to UTLP as qualified non-
recourse financing (within the meaning of section 465(b)(6)(B) of the
Code); and (E) in preparing any income tax return, not make any statement
or file any attachment that indicates that there is more than one activity
with respect to the 237 Park Entities for purposes of section 465 of the
Code.

            (ii)  Election of Remedial Method.  UTLP and JMB/NYC hereby
expressly recognize and agree that OHSP shall elect to make U.S. federal
income tax allocations in respect of the 237 Property in accordance with
the "remedial method" described in U.S. Treasury regulation section 1.704-
3(d). OHSP agrees that the effect of using the "remedial method" described
in U.S. Treasury regulation section 1.704-3(d) shall be that UTLP shall
receive an annual remedial income allocation from the 237 Property in an
amount equal to approximately $4,600,000.

            (iii) OHSP Classification.  OHSP shall be classified as a
partnership (and not as a publicly traded partnership) for federal income
tax purposes.

            (c)   FW Strategic Call Right.  FW Strategic shall, upon ninety
(90) days' prior written notice to UTLP and JMB/NYC, have the continuing
right, exercisable at any time during the month of January of each calendar
year commencing with 2002, to purchase, or to cause its designee to
purchase, the UTLP OHSP Units free and clear of all liens, restrictions,
and encumbrances, for a cash amount (which cash amount shall not be reduced
or increased in any way in respect of any costs or fees imposed by any
Party) equal to the greater of the Fair Market Value of such UTLP OHSP
Units or $656,566.

            (d)   Non-Transferability and Non-Redeemability of the UTLP
OHSP Units and JMB/NYC Put Right. After the Effective Time:

            (i)   UTLP shall not in any way transfer, assign, sell,
abandon, hypothecate, pledge, exchange or otherwise dispose of or encumber
any of the UTLP OHSP Units or any interest therein without the consent of
OHSP, which consent may be withheld in OHSP's sole and absolute discretion.

            (ii)  notwithstanding any of the provisions of the OHSP
Partnership Agreement to the contrary, UTLP shall not have any rights to
redeem, or to cause the redemption of, the UTLP OHSP Units; provided,
however, that JMB/NYC shall, upon ninety (90) days' prior written notice to
UTLP, FW Strategic and OHSP, have the continuing right, exercisable at any
time during the month of July of each calendar year commencing with 2001,
to cause the sale by UTLP of the UTLP OHSP Units, and, in the event of the
exercise of such right, (x) UTLP shall have the obligation, and hereby
agrees, to sell, and (y) FW Strategic and OHSP, jointly and severally,
shall have the


<PAGE>


                  obligation, and hereby agree, to purchase (either
directly or through their respective assigns or designees), the UTLP OHSP
Units free and clear of all liens, restrictions, and encumbrances, for a
net cash amount (which cash amount shall not be reduced or increased in any
way in respect of any costs or fees imposed by any Party) equal to the
greater of the Fair Market Value of such UTLP OHSP Units or $505,050.

            (e)   Payment Directions.  Notwithstanding anything to the
contrary in this Agreement or otherwise, any payments to be made by FW
Strategic or OHSP pursuant to Section 4.02(c) or 4.02(d)(ii) of this
Agreement shall be made directly by wire transfer to the partners of UTLP
in the ratio of 99.001% of the funds to be paid pursuant to such sections
to JMB/NYC pursuant to the written wire instructions of JMB/NYC and .999%
of the funds to be paid pursuant to such sections to UTLP GP Corp. pursuant
to the written wire instructions of UTLP GP Corp., without reduction for
any fees, expenses or costs.

            (f)   1290 L.P. will treat and report UTLP's Code Section
704(c) book/tax difference with respect to UTLP's interest in 1290 L.P. as
equal to approximately $129,700,000 as of the Effective Time.

            (g)   From and after the Closing Date to the date UTLP is no
longer a partner in 1290 L.P., (i) 1290 L.P. agrees that the effect of
using the "remedial method" described in U.S. Treasury regulation section
1.704-3(d) shall be that UTLP shall receive an annual remedial income
allocation from 1290 L.P. in an amount equal to approximately $3,300,000;
(ii) 1290 L.P. shall qualify and report all of the liabilities allocated to
UTLP as qualified non-recourse financing (within the meaning of section
465(b)(6)(B) of the Code); and (iii) in preparing any income tax return,
1290 L.P. shall not make any statement or file any attachment that
indicates that there is more than one activity for purposes of Section 465
of the Code.

            4.03  OHSP Adverse Transactions.  OHSP hereby covenants that no
OHSP Adverse Transaction shall occur from the Closing Date hereof to the
earlier of (x) the exercise by FW Strategic of the right set forth in
Section 4.02(c) hereof, and the receipt by JMB/NYC, in accordance with
Section 4.02(e), of all amounts to be received pursuant to Section 4.02(c),
and (y) the exercise by JMB/NYC of the right set forth in the proviso of
Section 4.02(d)(ii) hereof, and the receipt by JMB/NYC, in accordance with
Section 4.02(e), of all amounts to be received under Section 4.02(d)(ii),
it being hereby expressly agreed that in no event shall the consummation of
any of the Closing Transactions be deemed to be an "OHSP Adverse
Transaction".

            4.04. Further Assurances.  After the date hereof and at any
time thereafter, each Party shall, subject to the fulfillment of each of
the covenants and conditions of performance set forth herein or the waiver
thereof, use its reasonable best efforts (a) to perform such further acts
and execute such documents as may be required to (i) effect the
transactions expressly provided in the Transaction Agreements, (ii) obtain
in a timely manner all necessary waivers, consents and approvals, and
effect all necessary filings, in each case as required in order to effect
the transactions expressly provided in the Transaction Agreements, and, (b)
to take, or cause to be taken, all other actions and to do, or cause to be
done, all other things reasonably necessary, proper or advisable to
consummate and make effective as promptly as practicable the provisions of
the Transaction Agreements and the transactions expressly provided therein.

            4.05. Negative Covenant.  After the date hereof and at any time
thereafter, no Party shall take or refuse to take any action (including,
without limitation, refusing to approve or otherwise consent to any act for
which the approval or consent of such Party is required) so as to hinder,
delay or otherwise impair the ability of any Party to consummate the
transactions expressly provided for in the Transaction Agreements.



<PAGE>


            4.06. Confidentiality.  (a)  Each Party hereby agrees that it
will not, without the prior written consent of the other Parties, disclose
to any person (i) the identities of the other Parties or any of their
investors or affiliates, (ii) the fact that this Agreement or the other
Parties exist, (iii) the status of the discussions or negotiations relating
to the transactions expressly provided for in the Transaction Agreements,
(iv) copies of, or the terms and provisions contained in, this Agreement,
the Contribution Agreement, the Amendment and Release Agreement, or any
other documents or agreements necessary to the consummation of the
transactions expressly provided for in the Transaction Agreements, or (v)
any other material confidential information with respect to the Parties or
their respective operations or other assets thereof (collectively,
"Confidential Information"); provided, however, that any Party may disclose
Confidential Information (A) to its partners or members (as applicable),
officers, directors, employees, affiliates, investors, agents, advisors and
lenders (including, without limitation, any accountants, attorneys or
financial advisors) (the "Representatives") who need to know such
information for the purpose of evaluating the transactions contemplated by
the Transaction Agreements (it being understood and agreed that such Party
shall advise such persons of their obligations concerning the
confidentiality of such Confidential Information and shall instruct such
persons to maintain the confidentiality of such Confidential Information in
accordance with the terms of this Agreement), (B) pursuant to a subpoena or
other legal process received in connection with a judicial, administrative
or regulatory proceeding in which such Party or its Representatives are
involved, subject to the provisions of Section 8.02, and (C) to the extent
that it is required to be disclosed by law or the rules or regulations of
any relevant regulatory organization, or that it is otherwise deemed
advisable in the opinion of counsel to such Party; provided, further that,
in the case of the foregoing clause (B), the applicable Party shall provide
the other Parties promptly with prior written notice of the applicable
matter and cooperate with the other Parties (at such other Parties' sole
cost and expense) to the extent such Parties seek any protective order to
prevent the disclosure of all or any portion of any Confidential
Information.

            (b)   No Party shall issue any press release or make any other
public announcement (it being agreed that the provisions of this paragraph
(b) shall apply to voluntary press releases or public announcement in
contrast to the required press releases or public announcements which are
governed by the provisions of paragraph (a) above) with respect to the
Transaction Agreements without the prior written consent of the other
Parties; provided, however, that any Party may issue a press release or
make a public announcement if, in the reasonable opinion of counsel to such
Party, (x) the information contained therein is required to be disclosed by
law or the rules or regulations of any relevant regulatory organization and
(y) such press release or public announcement does not involve the
disclosure of any Confidential Information.

            4.07  OHSP shall furnish to UTLP, within sixty (60) days after
the close of its fiscal year, a statement required pursuant to Section 7.3
of the OHSP Partnership Agreement.

            4.08  Each Party to this Agreement hereby covenants that it
shall notify in writing each other Party to this Agreement, prior to the
occurrence of and at the Closing hereunder, upon its having knowledge of
any facts or circumstances that would make any of the representations,
warranties, covenants or agreements contained in this Agreement untrue or
incorrect as of such date and as of the Closing Date.

            4.09  237 Park L.P., 237 GP Corp., Metropolis, OHSP and UTLP
agree that if there is an actual or deemed liquidation of 237 Park L.P.
(or, following conversion, 237 Park LLC), UTLP will be allocated for
federal income tax purposes the same amount of any indebtedness secured by
the 237 Property or by an interest in 237 Park L.P. (or, following
conversion, 237 Park LLC) or in a partnership or limited liability company
which is directly or indirectly wholly-owned by 237 Park L.P. (or,
following conversion, 237 Park LLC) as was allocated to UTLP immediately
prior to the actual or deemed liquidation.


<PAGE>


                                 SECTION 5

                      REPRESENTATIONS AND WARRANTIES


            5.01. OHSP hereby represents and warrants as of the date hereof
and as of the Closing, as follows:

            (a)   It is duly organized, validly existing and in good
standing as a limited partnership under the laws of the State of Delaware,
with full power and authority to perform its obligations under this
Agreement.

            (b)   It has all partnership power and authority to enter into
this Agreement, and the person signing this Agreement on behalf of it has
been duly authorized by it to do so.

            (c)   This Agreement has been duly authorized and duly executed
and delivered by it and, assuming the due authorization, execution and
delivery by the other Parties, constitutes the valid and binding instrument
or agreement of it, enforceable in accordance with its terms subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.

            (d)   Neither the execution, delivery and performance of this
Agreement by OHSP nor the consummation of any other of the transactions
herein contemplated by OHSP nor the fulfillment of the terms hereof or
thereof by OHSP will conflict with, result in a breach or violation of, or
constitute a default (or any event which with the giving of notice or the
lapse of time or both would constitute a default) under the organizational
documents of OHSP or the terms of any indenture, loan agreement, bond,
note, evidence of indebtedness, mortgage, deed of trust, lease, license,
permit, franchise, certificate or other agreement or instrument to which
OHSP is a party or by which it is bound or to which any of its properties
are subject, or require any authorization or approval under or pursuant to
any of the foregoing, or violate in any material respect any statute,
treaty, rule, regulation, ordinance, judgment, order, writ, ruling,
injunction or decree applicable to OHSP of any court, regulatory body,
administrative agency, governmental body or arbitrator having jurisdiction
over OHSP.

            (e)   No consent, approval, authorization or order of, or
qualification with, any court or governmental authority is required in
connection with the execution, delivery or performance by OHSP of this
Agreement, except for any of the foregoing which have been obtained.

            (f)   OHSP will not, (i) immediately after UTLP contributes its
membership interests in 237 Park LLC to OHSP in return for the UTLP OHSP
Units, be a partnership described in section 721(b) of the Code (i.e., a
partnership that would be an "investment company" within the meaning of
section 351(e) of the Code if it were incorporated) or (ii) at the time
that UTLP contributes its membership interests in 237 Park LLC to OHSP in
return for the UTLP OHSP Units, (A) have any plan or intention to become a
partnership described in section 721(b) of the Code or (B) have any
obligation to acquire additional assets or dispose of assets that would
cause it to become a partnership described in section 721(b) of the Code.

            (g)   OHSP will be classified as a partnership (and not as a
publicly traded partnership) for federal income tax purposes.



<PAGE>


            (h)   The audited financial statements of OHSP as of and for
the year ended December 31, 1998, and the unaudited financial statements of
OHSP as of and for the periods ended June 30, 1999, and September 30, 1999,
respectively, provided by OHSP to JMB/NYC present fairly in all material
respects the financial condition and results of operations of OHSP as of
and for the periods ended on the dates thereof.  Since September 30, 1999,
there has been no material adverse change in the financial condition,
assets, operations or prospects of OHSP other than in the ordinary course
of its business or fluctuations in the market value of its assets in the
ordinary course.

            (i)   OHSP is not subject to any litigation, claim, action or
proceeding that could, if adversely determined, have a material adverse
effect on the financial condition, assets, operations or prospects of OHSP
and nothing has come to the attention of OHSP to cause it to believe that
any entity in which it has invested is subject to any litigation, claim,
action or proceeding that could, if adversely determined, have a material
adverse effect on the financial condition, assets, operations or prospects
of OHSP.

            5.02. UTLP GP Corp. hereby represents and warrants, with
respect to UTLP, as of the date hereof and as of the Closing, as follows:

            (a)   It is duly organized, validly existing and in good
standing as a limited partnership under the laws of the State of Delaware,
with full power and authority to perform its obligations under this
Agreement.

            (b)   It owns a 5% limited partnership interest in LTLP, free
and clear of any liens, restrictions, and encumbrances (except for those
liens, restrictions or encumbrances provided in the LTLP LP Agreement
running in favor of the partners of LTLP or their affiliates).

            (c)   It has all partnership power and authority to enter into
this Agreement, and the person signing this Agreement on behalf of it has
been duly authorized by it to do so.

            (d)   This Agreement has been duly authorized and duly executed
and delivered by it and, assuming the due authorization, execution and
delivery by the other Parties, constitutes the valid and binding instrument
or agreement of it, enforceable in accordance with its terms subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.

            (e)   Neither the execution, delivery and performance of this
Agreement by UTLP nor the consummation of any other of the transactions
herein contemplated by UTLP or the fulfillment of the terms hereof or
thereof by UTLP will conflict with, result in a breach or violation of, or
constitute a default (or any event which with the giving of notice or the
lapse of time or both would constitute a default) under the organizational
documents of UTLP or the terms of any indenture, loan agreement, bond,
note, evidence of indebtedness, mortgage, deed of trust, lease, license,
permit, franchise, certificate or other agreement or instrument to which
UTLP is a party or by which it is bound or to which any of its properties
are subject, or require any authorization or approval under or pursuant to
any of the foregoing, or violate in any material respect any statute,
treaty, rule, regulation, ordinance, judgment, order, writ, ruling,
injunction or decree applicable to UTLP of any court, regulatory body,
administrative agency, governmental body or arbitrator having jurisdiction
over UTLP.



<PAGE>


            (f)   No consent, approval, authorization or order of, or
qualification with, any court or governmental authority is required in
connection with the execution, delivery or performance by UTLP of this
Agreement, except for any of the foregoing which have been obtained.

            (g)   It has not been formed or recapitalized for the specific
purpose of acquiring the UTLP OHSP Units.

            5.03. JMB/NYC, the JMB/NYC Partners and JMB/NYC Special hereby
represent and warrant (each only as to itself) as of the date hereof and as
of the Closing, as follows:

            (a)   With respect to JMB/NYC, it is duly organized, validly
existing and in good standing as a limited partnership under the laws of
the State of Illinois, with full power and authority to perform its
obligations under this Agreement.  With respect to Property Partners,
Carlyle XIII and Carlyle XIV, each is duly organized, validly existing and
in good standing as a limited partnership under the laws of the State of
Illinois, with full power and authority to perform its obligations under
this Agreement.  With respect to JMB/NYC Special, it is duly organized,
validly existing and in good standing as a corporation,  under the laws of
the State of Delaware, with full power and authority to perform its
obligations under this Agreement.

            (b)   JMB/NYC owns a 98.901% limited partnership interest, and
JMB/NYC Special owns a 0.1% general partnership interest, in UTLP, in each
case, free and clear of any liens, restrictions, and encumbrances (except
for those liens, restrictions or encumbrances provided in the UTLP LP
Agreement running in favor of the partners of UTLP or their affiliates or
that certain Amended, Restated and Consolidated Security Agreement, dated
October 10, 1996 by and between JMB/NYC and Metropolis).  Property
Partners, Carlyle XIII and Carlyle XIV collectively own 100% of the limited
partnership interests in JMB/NYC.  JMB/NYC Special is the sole general
partner of JMB/NYC.

            (c)   JMB/NYC, JMB/NYC Special and each of the JMB/NYC Partners
have all requisite power and authority to enter into this Agreement, and
the person signing this Agreement on behalf of each such entity has been
duly authorized by it to do so.

            (d)   This Agreement has been duly authorized and duly executed
and delivered by JMB/NYC, JMB/NYC Special and each of the JMB/NYC Partners
and, assuming the due authorization, execution and delivery by the other
Parties, constitutes the valid and binding instrument or agreement of each
such entity, enforceable in accordance with its terms subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.

            (e)   Neither the execution, delivery and performance of this
Agreement by JMB/NYC, JMB/NYC Special or any of the JMB/NYC Partners nor
the consummation of any other of the transactions herein contemplated by
any such entity or the fulfillment of the terms hereof or thereof by any
such entity will conflict with, result in a breach or violation of, or
constitute a default (or any event which with the giving of notice or the
lapse of time or both would constitute a default) under the organizational
documents of any such entity or the terms of any indenture, loan agreement,
bond, note, evidence of indebtedness, mortgage, deed of trust, lease,
license, permit, franchise, certificate or other agreement or instrument to
which such entity is a party or by which it is bound or to which any of its
properties are subject, or require any authorization or approval under or
pursuant to any of the foregoing, or violate in any


<PAGE>


      material respect any statute, treaty, rule, regulation, ordinance,
judgment, order, writ, ruling, injunction or decree applicable to such
entity of any court, regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over such entity.

            (f)   No consent, approval, authorization or order of, or
qualification with, any court or governmental authority is required in
connection with the execution, delivery or performance by JMB/NYC, JMB/NYC
Special or any of the JMB/NYC Partners of this Agreement, except for any of
the foregoing which have been obtained.

            5.04. Metropolis hereby represents and warrants as of the date
hereof and as of the Closing, as follows:

            (a)   It is duly organized, validly existing and in good
standing as a corporation under the laws of the State of Maryland, with
full power and authority to perform its obligations under this Agreement.

            (b)   It owns 100% of the capital stock of 237 GP Corp., free
and clear of any liens, restrictions, and encumbrances.  It owns a 95%
general partnership interest in LTLP, free and clear of any liens,
restrictions, and encumbrances.

            (c)   It has all corporate power and authority to enter into
this Agreement, and the person signing this Agreement on behalf of it has
been duly authorized by it to do so.

            (d)   This Agreement has been duly authorized and duly executed
and delivered by Metropolis and, assuming the due authorization, execution
and delivery by the other Parties constitutes the valid and binding
instrument or agreement of Metropolis, enforceable in accordance with its
terms subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.

            (e)   Neither the execution, delivery and performance of this
Agreement by Metropolis nor the consummation of any other of the
transactions herein contemplated by Metropolis or the fulfillment of the
terms hereof or thereof by Metropolis will conflict with, result in a
breach or violation of, or constitute a default (or any event which with
the giving of notice or the lapse of time or both would constitute a
default) under the organizational documents of Metropolis or the terms of
any indenture, loan agreement, bond, note, evidence of indebtedness,
mortgage, deed of trust, lease, license, permit, franchise, certificate or
other agreement or instrument to which Metropolis is a party or by which it
is bound or to which any of its properties are subject, or require any
authorization or approval under or pursuant to any of the foregoing, or
violate in any material respect any statute, treaty, rule, regulation,
ordinance, judgment, order, writ, ruling, injunction or decree applicable
to Metropolis of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over Metropolis.

            (f)   No consent, approval, authorization or order of, or
qualification with, any court or governmental authority is required in
connection with the execution, delivery or performance by Metropolis of
this Agreement, except for any of the foregoing which have been obtained.



<PAGE>


            (g)   Attached hereto as Exhibit G is a schedule reflecting the
relevant dates and amounts of (i) all capital contributions and loans
(including the identity of the lender and a description of the terms
thereof) received by LTLP, 237 Park L.P. (and, following conversion, 237
Park LLC) and 1290 L.P. and (ii) all distributions made by LTLP, 237 Park
L.P. (and, following conversion, 237 Park LLC) and 1290 L.P. for the period
commencing October 10, 1996 through the date hereof and updated as of the
Closing after giving effect to the transactions expressly provided for in
the Transaction Agreements.

            (h)   Attached hereto as Exhibit H is a schedule reflecting all
cash and cash equivalents held by each of 237 Park L.P. (and, following
conversion, 237 Park LLC), 1290 Park L.P. and LTLP as of the date hereof
and updated as of the Closing after giving effect to the transactions
expressly provided for in the Transaction Agreements.

            5.05. UTLP GP Corp. hereby represents and warrants as of the
date hereof and as of the Closing, as follows:

            (a)   It is duly organized, validly existing and in good
standing as a corporation under the laws of the State of Delaware, with
full power and authority to perform its obligations under this Agreement.

            (b)   100% of the capital stock of UTLP GP Corp. is owned by
Metropolis.  UTLP GP Corp. owns a 0.999% general partnership interest in
UTLP, free and clear of any liens, restrictions, and encumbrances.

            (c)   It has all corporate power and authority to enter into
this Agreement, and the person signing this Agreement on behalf of it has
been duly authorized by it to do so.

            (d)   This Agreement has been duly authorized and duly executed
and delivered by UTLP GP Corp. and, assuming the due authorization,
execution and delivery by the other Parties, constitutes the valid and
binding instrument or agreement of UTLP GP Corp, enforceable in accordance
with its terms subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.

            (e)   Neither the execution, delivery and performance of this
Agreement by UTLP GP Corp. nor the consummation of any other of the
transactions herein contemplated by UTLP GP Corp. or the fulfillment of the
terms hereof or thereof by UTLP GP Corp. will conflict with, result in a
breach or violation of, or constitute a default (or any event which with
the giving of notice or the lapse of time or both would constitute a
default) under the organizational documents of UTLP GP Corp. or the terms
of any indenture, loan agreement, bond, note, evidence of indebtedness,
mortgage, deed of trust, lease, license, permit, franchise, certificate or
other agreement or instrument to which UTLP GP Corp. is a party or by which
it is bound or to which any of its properties are subject, or require any
authorization or approval under or pursuant to any of the foregoing, or
violate in any material respect any statute, treaty, rule, regulation,
ordinance, judgment, order, writ, ruling, injunction or decree applicable
to UTLP GP Corp. of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over UTLP GP Corp.

            (f)   No consent, approval, authorization or order of, or
qualification with, any court or governmental authority is required in
connection with the execution, delivery or performance by UTLP GP Corp. of
this Agreement, except for any of the foregoing which have been obtained.



<PAGE>


            5.06. 237 Park L.P. hereby represents and warrants as of the
date hereof and as of the Closing, as follows:

            (a)   237 Park L.P. is duly organized, validly existing and in
good standing as a limited partnership under the laws of the State of
Delaware, with full power and authority to perform its obligations under
this Agreement; provided, however, that, upon conversion of 237 Park L.P.
to 237 Park LLC, 237 Park LLC shall be and shall continue to be through the
time of Closing, duly organized, validly existing and in good standing as a
limited liability company under the laws of the State of Delaware.

            (b)   237 Park L.P. has all partnership power and authority to
enter into this Agreement, and the person signing this Agreement on behalf
of it has been duly authorized by it to do so.

            (c)   This Agreement has been duly authorized and duly executed
and delivered by 237 Park L.P. and, assuming the due authorization,
execution and delivery by the other Parties, constitutes the valid and
binding instrument or agreement of 237 Park L.P. and, following conversion,
237 Park LLC, enforceable in accordance with its terms subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.

            (d)   Neither the execution, delivery and performance of this
Agreement by 237 Park L.P. or 237 Park LLC nor the consummation of any
other of the transactions herein contemplated by 237 Park L.P. or 237 Park
LLC or the fulfillment of the terms hereof or thereof by 237 Park L.P. or
237 Park LLC will conflict with, result in a breach or violation of, or
constitute a default (or any event which with the giving of notice or the
lapse of time or both would constitute a default) under the organizational
documents of 237 Park L.P. or 237 Park LLC or the terms of any indenture,
loan agreement, bond, note, evidence of indebtedness, mortgage, deed of
trust, lease, license, permit, franchise, certificate or other agreement or
instrument to which 237 Park L.P. or 237 Park LLC is a party or by which it
is bound or to which any of its properties are subject, or require any
authorization or approval under or pursuant to any of the foregoing, or
violate in any material respect any statute, treaty, rule, regulation,
ordinance, judgment, order, writ, ruling, injunction or decree applicable
to 237 Park L.P. or 237 Park LLC of any court, regulatory body,
administrative agency, governmental body or arbitrator having jurisdiction
over 237 Park L.P. or 237 Park LLC.

            (e)   No consent, approval, authorization or order of, or
qualification with, any court or governmental authority is required in
connection with the execution, delivery or performance, as applicable, by
237 Park L.P. or 237 Park LLC of this Agreement, except for any of the
foregoing which have been obtained.

            5.07. FW Strategic hereby represents and warrants as of the
date hereof and as of the Closing, as follows:

            (a)   It is duly organized, validly existing and in good
standing as a limited partnership under the laws of the State of Texas,
with full power and authority to perform its obligations under this
Agreement.

            (b)   It has all partnership power and authority to enter into
this Agreement, and the person signing this Agreement on behalf of it has
been duly authorized by it to do so.



<PAGE>


            (d)   This Agreement has been duly authorized and duly executed
and delivered by it and, assuming the due authorization, execution and
delivery by the other Parties constitutes the valid and binding instrument
or agreement of it, enforceable in accordance with its terms subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.

            (e)   Neither the execution, delivery and performance of this
Agreement by FW Strategic nor the consummation of any other of the
transactions herein contemplated by FW Strategic or the fulfillment of the
terms hereof or thereof by FW Strategic will conflict with, result in a
breach or violation of, or constitute a default (or any event which with
the giving of notice or the lapse of time or both would constitute a
default) under the organizational documents of FW Strategic or the terms of
any indenture, loan agreement, bond, note, evidence of indebtedness,
mortgage, deed of trust, lease, license, permit, franchise, certificate or
other agreement or instrument to which FW Strategic is a party or by which
it is bound or to which any of its properties are subject, or require any
authorization or approval under or pursuant to any of the foregoing, or
violate in any material respect any statute, treaty, rule, regulation,
ordinance, judgment, order, writ, ruling, injunction or decree applicable
to FW Strategic of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over FW Strategic.

            (f)   No consent, approval, authorization or order of, or
qualification with, any court or governmental authority is required in
connection with the execution, delivery or performance by FW Strategic of
this Agreement, except for any of the foregoing which have been obtained.

            5.08. 237 GP Corp. hereby represents and warrants as of the
date hereof and as of the Closing, as follows:

            (a)   It is duly organized, validly existing and in good
standing as a corporation under the laws of the State of Delaware, with
full power and authority to perform its obligations under this Agreement.

            (b)   100% of the capital stock of 237 GP Corp. is owned by
Metropolis.  237 GP Corp. owns a 1% general partnership interest (the sole
general partnership interest) in 237 Park L.P. (or, following the
conversion, a 1% membership interest in 237 Park LLC) free and clear of any
liens, restrictions, and encumbrances.

            (c)   It has all corporate power and authority to enter into
this Agreement, and the person signing this Agreement on behalf of it has
been duly authorized by it to do so.

            (d)   This Agreement has been duly authorized and duly executed
and delivered by 237 GP Corp. and, assuming the due authorization,
execution and delivery by the other Parties, constitutes the valid and
binding instrument or agreement of 237 GP Corp, enforceable in accordance
with its terms subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.



<PAGE>


            (e)   Neither the execution, delivery and performance of this
Agreement by 237 GP Corp. nor the consummation of any other of the
transactions herein contemplated by 237 GP Corp. or the fulfillment of the
terms hereof or thereof by 237 GP Corp. will conflict with, result in a
breach or violation of, or constitute a default (or any event which with
the giving of notice or the lapse of time or both would constitute a
default) under the organizational documents of 237 GP Corp. or the terms of
any indenture, loan agreement, bond, note, evidence of indebtedness,
mortgage, deed of trust, lease, license, permit, franchise, certificate or
other agreement or instrument to which 237 GP Corp. is a party or by which
it is bound or to which any of its properties are subject, or require any
authorization or approval under or pursuant to any of the foregoing, or
violate in any material respect any statute, treaty, rule, regulation,
ordinance, judgment, order, writ, ruling, injunction or decree applicable
to 237 GP Corp. of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over 237 GP Corp.

            (f)   No consent, approval, authorization or order of, or
qualification with, any court or governmental authority is required in
connection with the execution, delivery or performance by 237 GP Corp. of
this Agreement, except for any of the foregoing which have been obtained.

            5.09. 1290 L.P. hereby represents and warrants as of the date
hereof and as of the Closing, as follows:

            (a)   It is duly organized, validly existing and in good
standing as a limited partnership under the laws of the State of Delaware,
with full power and authority to perform its obligations under this
Agreement.

            (b)   It has all partnership power and authority to enter into
this Agreement, and the person signing this Agreement on behalf of it has
been duly authorized by it to do so.

            (c)   This Agreement has been duly authorized and duly executed
and delivered by it and, assuming the due authorization, execution and
delivery by the other Parties, constitutes the valid and binding instrument
or agreement of it, enforceable in accordance with its terms subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.

            (d)   Neither the execution, delivery and performance of this
Agreement by 1290 L.P. nor the consummation of any other of the
transactions herein contemplated by 1290 L.P. or the fulfillment of the
terms hereof or thereof by 1290 L.P. will conflict with, result in a breach
or violation of, or constitute a default (or any event which with the
giving of notice or the lapse of time or both would constitute a default)
under the organizational documents of 1290 L.P. or the terms of any
indenture, loan agreement, bond, note, evidence of indebtedness, mortgage,
deed of trust, lease, license, permit, franchise, certificate or other
agreement or instrument to which 1290 L.P. is a party or by which it is
bound or to which any of its properties are subject, or require any
authorization or approval under or pursuant to any of the foregoing, or
violate in any material respect any statute, treaty, rule, regulation,
ordinance, judgment, order, writ, ruling, injunction or decree applicable
to 1290 L.P. of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over 1290 L.P.



<PAGE>


            (e)   No consent, approval, authorization or order of, or
qualification with, any court or governmental authority is required in
connection with the execution, delivery or performance by 1290 L.P. of this
Agreement, except for any of the foregoing which have been obtained.

            5.10. 1290 GP Corp. hereby represents and warrants as of the
date hereof and as of the Closing, as follows:

            (a)   It is duly organized, validly existing and in good
standing as a corporation under the laws of the State of Delaware, with
full power and authority to perform its obligations under this Agreement.

            (b)   100% of the capital stock of 1290 GP Corp. is owned by
Metropolis.  1290 GP Corp. owns a 1.0% general partnership interest in 1290
L.P., free and clear of any liens, restrictions, and encumbrances.

            (c)   It has all corporate power and authority to enter into
this Agreement, and the person signing this Agreement on behalf of it has
been duly authorized by it to do so.

            (d)   This Agreement has been duly authorized and duly executed
and delivered by 1290 GP Corp. and, assuming the due authorization,
execution and delivery by the other Parties, constitutes the valid and
binding instrument or agreement of 1290 GP Corp, enforceable in accordance
with its terms subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.

            (e)   Neither the execution, delivery and performance of this
Agreement by 1290 GP Corp. nor the consummation of any other of the
transactions herein contemplated by 1290 GP Corp. or the fulfillment of the
terms hereof or thereof by 1290 GP Corp. will conflict with, result in a
breach or violation of, or constitute a default (or any event which with
the giving of notice or the lapse of time or both would constitute a
default) under the organizational documents of 1290 GP Corp. or the terms
of any indenture, loan agreement, bond, note, evidence of indebtedness,
mortgage, deed of trust, lease, license, permit, franchise, certificate or
other agreement or instrument to which 1290 GP Corp. is a party or by which
it is bound or to which any of its properties are subject, or require any
authorization or approval under or pursuant to any of the foregoing, or
violate in any material respect any statute, treaty, rule, regulation,
ordinance, judgment, order, writ, ruling, injunction or decree applicable
to 1290 GP Corp. of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over 1290 GP Corp.

            (f)   No consent, approval, authorization or order of, or
qualification with, any court or governmental authority is required in
connection with the execution, delivery or performance by 1290 GP Corp. of
this Agreement, except for any of the foregoing which have been obtained.




<PAGE>


                                 SECTION 6

                         TERMINATION AND AMENDMENT

            6.01       Termination.  This Agreement may be terminated at
any time before the Closing Date (except as otherwise provided herein) as
follows:

            (a)   by mutual written consent of all of the Parties;

            (b)   by any of the Parties, if the Closing shall not have
occurred on or before December 31, 1999 (the "Termination Date"); provided,
however, that the right to terminate this Agreement under this Section 6.0l
shall not be available to any Party whose failure to fulfill any obligation
under this Agreement has been the cause of, or resulted in, the failure of
the Closing to occur on or before the Termination Date; and

            (c)   by OHSP or Metropolis, upon written notice from either
such Party delivered to each of the other Parties hereto that the Interest
Purchase Agreement has been terminated.

            6.02  Effect of Termination.  In the event of the termination
of this Agreement pursuant to this Section 6, this Agreement shall become
void and of no effect with no liability to any Party; provided, however,
that (i) no such termination shall relieve any Party from any liability for
the damages (excluding consequential damages) resulting from any willful
and intentional breach of this Agreement, and (ii) this Section 6, as well
as Sections 4.06, 7.02, 8.02, 8.08 and 8.15 shall survive such termination.


                                 SECTION 7

                              INDEMNIFICATION

            7.01  [Intentionally Omitted]

            7.02  Post-Closing Indemnification.

            (a)   Indemnification.  From and after the Closing Date:

            (i)   JMB/NYC shall indemnify and hold OHSP harmless from and
against any and all Losses which OHSP (or, in the case of a breach relating
to Section 4.02(c) hereof, FW Strategic) may incur as a result of the JMB
Controlled Entities' taking or refusing to take any action which would
either (i) cause or result in the material inaccuracy or breach of any
representation or warranty of JMB/NYC contained in this Agreement, or (ii)
cause the material breach of any covenant or agreement of JMB/NYC contained
in this Agreement (including, without limitation, by prohibiting or
otherwise interfering with the exercise of the right of FW Strategic which
is set forth in Section 4.02(c) hereof) (each, a "JMB/NYC Indemnifiable
Action"); provided that any such JMB/NYC Indemnifiable Action is not
revoked or rescinded within thirty (30) days of JMB/NYC's receipt of notice
from OHSP that such an action has occurred.



<PAGE>


            (ii)  OHSP shall indemnify and hold JMB/NYC harmless from and
against any and all Losses which JMB/NYC may incur as a result of OHSP's
(or, in the case of a breach relating to the proviso in Section 4.02(d)(ii)
hereof, FW Strategic's) taking or refusing to take any action which would
either (i) cause or result in the material inaccuracy or breach of any
representation or warranty of OHSP contained in this Agreement, or (ii)
cause the material breach of any covenant or agreement of OHSP or, in the
case of the agreement set forth in the proviso of Section 4.02(d)(ii)
hereof, of FW Strategic, contained in this Agreement (including, without
limitation, by prohibiting or otherwise interfering with the exercise of
the right of JMB/NYC which is set forth in Section 4.02(d)(ii) hereof)
(each such action, a "OHSP Indemnifiable Action", and, together with each
JMB/NYC Indemnifiable Action, an "Indemnifiable Action"); provided that any
such OHSP Indemnifiable Action is not revoked or rescinded within thirty
(30) days of OHSP's receipt of notice from JMB/NYC that such an action has
occurred.

            (b)   Method of Asserting Claims, etc.  The Parties hereby
acknowledge and agree that, in the event that any of the applicable parties
set forth in Section 7.02(a) take any applicable Indemnifiable Action (and
provided that the applicable Indemnifiable Action is not revoked or
rescinded within the time periods set forth in Section 7.02(a)(i) and
(ii)), the applicable indemnifying party shall absolutely and
unconditionally be liable to pay, and shall pay, the applicable indemnified
party for any and all Losses suffered as a result thereof.  Notwithstanding
anything to the contrary in this Section 7.02, the foregoing sentence shall
not limit the remedies which either JMB/NYC or OHSP may have against any
other Party and the right of JMB/NYC or OHSP to seek injunctive relief with
respect to the applicable Indemnifiable Actions or specific performance of
the obligation underlying the same.


                                 SECTION 8

                         MISCELLANEOUS PROVISIONS

            8.01.      Successors. Except as otherwise provided herein,
this Agreement and all of the terms and provisions hereof shall be binding
upon and inure to the benefit of the Parties and their respective heirs,
executors, administrators, successors, trustees and legal representatives.

            8.02.      GOVERNING LAW.  (a)  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, INCLUDING LAWS RELATING TO THE VALIDITY, INTERPRETATION AND EFFECT OF
THIS AGREEMENT, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

            (b)   EACH OF THE PARTIES HEREBY IRREVOCABLY AND
UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK AND THE COURTS OF THE UNITED STATES OF
AMERICA LOCATED IN THE STATE OF NEW YORK FOR ANY LITIGATION ARISING OUT OF,
RELATING TO OR EXPRESSLY PROVIDED FOR IN THE TRANSACTION AGREEMENTS (AND
AGREES NOT TO COMMENCE ANY LITIGATION RELATING HERETO EXCEPT IN SUCH
COURTS), AND FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR
DOCUMENT BY U.S. REGISTERED MAIL TO ITS RESPECTIVE ADDRESS SET FORTH IN
SECTION 8.04 SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY LITIGATION
BROUGHT AGAINST IT IN ANY SUCH COURT.  EACH OF THE PARTIES HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE


<PAGE>


IN ANY LITIGATION ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER
TRANSACTIONS EXPRESSLY PROVIDED FOR IN THE TRANSACTION AGREEMENTS IN THE
COURTS OF THE STATE OF NEW YORK OR THE COURTS OF THE UNITED STATES OF
AMERICA LOCATED IN THE STATE OF NEW YORK AND HEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

            (c)   EACH OF THE PARTIES HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION
WITH ANY LITIGATION ARISING OUT OF, RELATING TO OR EXPRESSLY PROVIDED FOR
IN THE TRANSACTION AGREEMENTS.

            8.03.      Modification, Waiver in Writing.  Neither this
Agreement nor any of the terms hereof may be amended, changed, waived,
discharged or terminated, unless such amendment, change, waiver, discharge
or termination is in writing signed by each Party.

            8.04.      Notices.

            (a)   All notices, requests, directions and other
communications permitted or provided for hereunder shall be in writing
(including, unless the context expressly otherwise provides, facsimile
transmission) and mailed, faxed or delivered, (i) if to Metropolis, to the
following address: c/o Victor Capital Group, 605 Third Avenue, New York, NY
10016, Attention: John R. Klopp, (ii) if to JMB/NYC, JMB/NYC Partners or
JMB/NYC Special, to the following address: 900 North Michigan Avenue, 19th
Floor, Chicago, Illinois 60611, Attention: Stuart C. Nathan and Gary
Nickele, (iii) if to UTLP or UTLP GP Corp., to the following address: c/o
Victor Capital Group, 605 Third Avenue, New York, NY 10016, Attention: John
R. Klopp, (iv) if to 237 Park L.P. or 237 GP Corp., to the following
address: c/o Victor Capital Group, 605 Third Avenue, New York, NY 10016,
Attention: John R. Klopp, (v) if to 1290 Park L.P. or 1290 GP Corp., to the
following address: c/o Victor Capital Group, 605 Third Avenue, New York, NY
10016, Attention: John R. Klopp, (vi) if to OHSP or FW Strategic, to Oak
Hill Strategic Asset Management, L.P., 201 Main Street, Suite 3100, Fort
Worth, Texas 76102, Attention:  John Fant, or in each case, to such other
address as shall be designated by such Party in a written notice to the
other Parties hereunder from time to time.

            (b)   All such notices and communications transmitted by
overnight delivery shall be effective when delivered or upon refusal to
accept delivery (in the case of overnight delivery) or if mailed or
delivered, upon receipt or upon refusal to accept delivery.  All notices
hereunder sent by facsimile transmission shall be deemed sufficiently
served or given for all purposes hereunder upon transmission as confirmed
by the sender's verified facsimile transmission or certified facsimile
activity report, provided that such transmission is promptly followed by
another form of notice allowed by this Section 8.04.

            8.05.      Headings.  The Section and Sub-Section headings in
this Agreement are included herein for convenience of reference only and
shall not constitute a part of this Agreement for any other purpose.

            8.06.      Severability.  Wherever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

            8.07  Assignment.

            (a)   This Agreement shall not be assigned or otherwise
transferred by any party hereto whether by operation of law or otherwise
without the express written consent of each of the other Parties.



<PAGE>


            (b)   The Parties hereby agree that any purported assignment in
contravention of the preceding paragraph (a) shall be null and void.

            (c)   Subject to the preceding paragraph (a), this Agreement
will be binding upon, inure to the benefit of, and be enforceable by, the
Parties and their respective permitted successors and assigns.

            8.08. Specific Performance.  The Parties acknowledge and agree
that a breach of the provisions hereof could not be adequately compensated
for by money damages and that the subject matter of the transactions
contemplated hereby is unique.  The Parties therefore agree that any Party
will be entitled, in addition to any other right or remedy available to him
or it, to an injunction restraining such breach or a threatened breach and
to specific performance of any such provision of this Agreement.

            8.09. Counterparts.  This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall
be an original, but all of which shall together constitute one and the same
instrument.

            8.10.      No Third-Party Beneficiaries.  This Agreement and
the Contribution Agreement are solely for the benefit of the Parties to
this Agreement or the parties to the Contribution Agreement and JMB/NYC,
and nothing contained in this Agreement or the Contribution Agreement shall
be deemed to confer upon any other person or entity any right to insist
upon or to enforce the performance or observance of any of the obligations
contained herein or therein.

            8.11.      Prior Agreements. The Transaction Agreements
contain the entire agreements of the Parties hereto and thereto in respect
of the transactions expressly set forth therein, and all prior agreements
among or between such Parties (other than those letters dated October 14,
1996, regarding the reimbursement of certain fees and expenses of JMB/NYC),
whether oral or written, are superseded by the terms of such Transaction
Agreements.

            8.13.      Good Faith.  All Parties shall act in good faith in
the implementation of the foregoing provisions.

            8.14  Survival.  Except as otherwise provided herein, all
representations, warranties, covenants and agreements contained in this
Agreement shall survive the Closing until the later of (x) the earlier of
(a) the exercise by FW Strategic of the right set forth in Section 4.02(c)
hereof, and the receipt by JMB/NYC, in accordance with to Section 4.02(e),
of all amounts to be received under Section 4.02(c), and (b) the exercise
by JMB/NYC of the right set forth in the proviso of Section 4.02(d)(ii)
hereof and the receipt by JMB/NYC, in accordance with Section 4.02(e), of
all amounts to be received under Section 4.02(d)(ii), and (y) the date
JMB/NYC no longer holds a direct or indirect interest in 1290 LP.

            8.15  Limit of Liability.  Any liability of JMB/NYC or any
JMB/NYC Partner under this Agreement shall be limited to its respective
assets.  In no event shall a deficit capital account of any partner of any
such partnership or any obligations of any partner to restore any deficit
capital account be deemed an asset of any such partnership.


                          [SIGNATURE PAGE FOLLOWS]


<PAGE>


            IN WITNESS WHEREOF, the undersigned have executed this
Restructuring Agreement as of the date and year first above written.

                       OAK HILL STRATEGIC PARTNERS, L.P.

                       By:   F.W. Strategic Asset Management, L.P.,
                             General Partner

                             By:   STRATEGIC GENPAR, INC., General Partner

                                   By:
                                   Name:
                                   Title:

                       237/1290 UPPER TIER ASSOCIATES, L.P.

                       By:   237/1290 Upper Tier GP Corp.,
                             General Partner

                             By:
                             Name:
                             Title:

                       237/1290 UPPER TIER GP CORP.

                       By:
                       Name:
                       Title:

                       237 PARK PARTNERS, L.P.

                       By:   237 GP Corp., General Partner

                             By:
                             Name:
                             Title:


                       237 GP CORP.

                       By:
                       Name:
                       Title:

                       1290 PARTNERS, L.P.
                       By:   1290 GP Corp., General Partner

                             By:
                             Name:
                             Title:

                       1290 GP CORP.

                       By:
                       Name:
                       Title:

                       JMB/NYC OFFICE BUILDING ASSOCIATES, L.P.

                       By:   Carlyle Managers, Inc., General Partner

                             By:
                             Name:
                             Title:



<PAGE>


                       PROPERTY PARTNERS, L.P.

                       By:   Carlyle Investors, Inc., General Partner

                             By:
                             Name:
                             Title:

                       CARLYLE-XIII ASSOCIATES, L.P.
                       By:   Carlyle Investors, Inc., General Partner


                             By:
                             Name:
                             Title:


                       CARLYLE-XIV ASSOCIATES, L.P.
                       By:   Carlyle Investors, Inc.,
                             its general partner

                             By:
                             Name:
                             Title:

                       CARLYLE MANAGERS, INC.

                       By:
                       Name:
                       Title:


                       METROPOLIS REALTY TRUST, INC.

                       By:
                       Name:
                       Title:


                       F.W. STRATEGIC ASSET MANAGEMENT, L.P.
                       (solely for the purpose of agreeing to certain
                       obligations set forth in Sections 4.02(c)
                       and (d) hereof)

                       By:   Strategic Genpar, Inc., General Partner

                             By:
                             Name:
                             Title:



<PAGE>


                                 Exhibit A

                      Amendments to UTLP LP Agreement


<PAGE>


                                 Exhibit B

                    Amendments to the 1290 LP Agreement



<PAGE>


                                 Exhibit C

                       Form of Liquidation Agreement



<PAGE>


                                 Exhibit D

                      Form of Contribution Agreement



<PAGE>


                                 Exhibit E

                  Form of Amendment and Release Agreement


<PAGE>


                                 Exhibit F

              Second Amended, Restated and Consolidated Note


<PAGE>


                                 Exhibit G

            Schedule of Capital Contributions and Distributions


<PAGE>


                                 Exhibit H

                   Schedule of Cash and Cash Equivalents