THIS DOCUMENT IS A COPY FROM THE FORM SE THAT WAS FILED ON MARCH 31,
1997 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.


EXHIBIT 10-W
-------------
(C-XIII)












                   AGREEMENT OF LIMITED PARTNERSHIP

                                  OF

                 237/1290 LOWER TIER ASSOCIATES, L.P.



























                     Dated as of October 10, 1996




                           TABLE OF CONTENTS


                                                                 Page

ARTICLE 1       EFFECTIVENESS OF AGREEMENT. . . . . . . . . . .     1

ARTICLE 2       DEFINED TERMS . . . . . . . . . . . . . . . . .     1

ARTICLE 3       ORGANIZATIONAL MATTERS. . . . . . . . . . . . .    16
  SECTION 3.1   Formation . . . . . . . . . . . . . . . . . . .    16
  Section 3.2   Name. . . . . . . . . . . . . . . . . . . . . .    17
  Section 3.3   Registered Office and Agent; Principal Office .    17
  Section 3.4   Power of Attorney . . . . . . . . . . . . . . .    17
  Section 3.5   Term. . . . . . . . . . . . . . . . . . . . . .    19

ARTICLE 4       PURPOSE . . . . . . . . . . . . . . . . . . . .    19
  Section 4.1   Purpose and Business. . . . . . . . . . . . . .    19
  Section 4.2   Powers. . . . . . . . . . . . . . . . . . . . .    19

ARTICLE 5       CAPITAL CONTRIBUTIONS . . . . . . . . . . . . .    20
  Section 5.1   Capital Contributions of the Partners . . . . .    20
  Section 5.2   Additional Funds; Restrictions on 
                General Partner . . . . . . . . . . . . . . . .    20
  Section 5.3   Issuance of Additional Partnership Interests;
                Admission of Additional Limited Partners. . . .    21
  Section 5.4   No Third Party Beneficiary. . . . . . . . . . .    21
  Section 5.5   No Interest; No Return. . . . . . . . . . . . .    21
  Section 5.6   No Preemptive Rights. . . . . . . . . . . . . .    21

ARTICLE 6       DISTRIBUTIONS . . . . . . . . . . . . . . . . .    22

ARTICLE 7       ALLOCATIONS . . . . . . . . . . . . . . . . . .    23

ARTICLE 8       MANAGEMENT AND OPERATIONS OF BUSINESS . . . . .    23
  Section 8.1   Management. . . . . . . . . . . . . . . . . . .    23
  Section 8.2   Certificate of Limited Partnership. . . . . . .    28
  Section 8.3   Reimbursement of the General Partner. . . . . .    28
  Section 8.4   Outside Activities of the General Partner . . .    28
  Section 8.5   Contracts with Affiliates . . . . . . . . . . .    29
  Section 8.6   Indemnification . . . . . . . . . . . . . . . .    29
  Section 8.7   Liability of the General Partner. . . . . . . .    31
  Section 8.8   Other Matters Concerning the General Partner. .    32
  Section 8.9   Title to Partnership Assets . . . . . . . . . .    32
  Section 8.10  Reliance by Third Parties . . . . . . . . . . .    33

























                                   i




                                                                 Page

ARTICLE 9       RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS. . .    33
  Section 9.1   Limitation of Liability . . . . . . . . . . . .    33
  Section 9.2   Management of Business. . . . . . . . . . . . .    34
  Section 9.3   Outside Activities of Limited Partners. . . . .    34
  Section 9.4   Return of Capital . . . . . . . . . . . . . . .    34
  Section 9.5   Rights of Limited Partners Relating
                to the Partnership. . . . . . . . . . . . . . .    35

ARTICLE 10      BOOKS, RECORDS, ACCOUNTING AND REPORTS. . . . .    36
  Section 10.1  Records and Accounting. . . . . . . . . . . . .    36
  Section 10.2  Fiscal Year . . . . . . . . . . . . . . . . . .    36
  Section 10.3  Reports . . . . . . . . . . . . . . . . . . . .    36

ARTICLE 11      TAX MATTERS . . . . . . . . . . . . . . . . . .    37
  Section 11.1  Preparation of Tax Returns. . . . . . . . . . .    37
  Section 11.2  Tax Elections . . . . . . . . . . . . . . . . .    37
  Section 11.3  Tax Matters Partner . . . . . . . . . . . . . .    37
  Section 11.4  Organization Expenses . . . . . . . . . . . . .    38
  Section 11.5  Withholding . . . . . . . . . . . . . . . . . .    38

ARTICLE 12      TRANSFERS AND WITHDRAWALS . . . . . . . . . . .    38
  Section 12.1  Transfer. . . . . . . . . . . . . . . . . . . .    38
  Section 12.2  General Partner's Purchase Right; 
                Limited Partner's Put Rights. . . . . . . . . .    39
  Section 12.3  Transfer of the General Partner Interest. . . .    41
  Section 12.4  Limited Partners' Rights to Transfer. . . . . .    41
  Section 12.5  Substituted Limited Partners. . . . . . . . . .    41
  Section 12.6  Intentionally Omitted . . . . . . . . . . . . .    42
  Section 12.7  General Provisions. . . . . . . . . . . . . . .    42

ARTICLE 13      ADMISSION OF PARTNERS . . . . . . . . . . . . .    43
  Section 13.1  Admission of Successor General Partner. . . . .    43
  Section 13.2  Admission of Additional Limited Partners. . . .    43
  Section 13.3  Amendment of Agreement and Certificate of
                Limited Partnership . . . . . . . . . . . . . .    44

ARTICLE 14      DISSOLUTION, LIQUIDATION AND TERMINATION. . . .    44
  Section 14.1  Dissolution . . . . . . . . . . . . . . . . . .    44
  Section 14.2  Winding Up. . . . . . . . . . . . . . . . . . .    45
  Section 14.3  No Obligation to Contribute Deficit . . . . . .    47
  Section 14.4  Rights of Limited Partners. . . . . . . . . . .    47
  Section 14.5  Notice of Dissolution . . . . . . . . . . . . .    47
  Section 14.6  Termination of Partnership and Cancellation
                of Certificate of Limited Partnership . . . . .    47
  Section 14.7  Reasonable Time for Winding-Up. . . . . . . . .    47























                                  ii




                                                                 Page

  Section 14.8  Waiver of Partition . . . . . . . . . . . . . .    48

ARTICLE 15      AMENDMENT OF PARTNERSHIP AGREEMENT;
                MEETINGS. . . . . . . . . . . . . . . . . . . .    48
  Section 15.1  Amendments. . . . . . . . . . . . . . . . . . .    48
  Section 15.2  Meetings of the Partners. . . . . . . . . . . .    49

ARTICLE 16      GENERAL PROVISIONS. . . . . . . . . . . . . . .    50
  Section 16.1  Addresses and Notice. . . . . . . . . . . . . .    50
  Section 16.2  Titles and Captions . . . . . . . . . . . . . .    50
  Section 16.3  Pronouns and Plurals. . . . . . . . . . . . . .    50
  Section 16.4  Further Action. . . . . . . . . . . . . . . . .    50
  Section 16.5  Binding Effect. . . . . . . . . . . . . . . . .    51
  Section 16.6  Creditors . . . . . . . . . . . . . . . . . . .    51
  Section 16.7  Waiver. . . . . . . . . . . . . . . . . . . . .    51
  Section 16.8  Counterparts. . . . . . . . . . . . . . . . . .    51
  Section 16.9  Applicable Law. . . . . . . . . . . . . . . . .    51
  Section 16.10 Invalidity of Provisions. . . . . . . . . . . .    51
  Section 16.11 Entire Agreement. . . . . . . . . . . . . . . .    52



EXHIBITS
Exhibit A  -    Allocations
Exhibit B  -    Partners' Contributions and Partnership Interests
Exhibit C  -    Indemnity Agreement










































                                  iii




                   AGREEMENT OF LIMITED PARTNERSHIP
                                  OF
                    237/1290 LOWER TIER ASSOCIATES



           THIS AGREEMENT OF LIMITED PARTNERSHIP OF 237/1290 LOWER TIER
ASSOCIATES, L.P. (the "Partnership"), dated as of October 10, 1996 (this
"Agreement"), is entered into by and between Metropolis Realty Trust, Inc.,
a Maryland corporation, as general partner (the "General Partner") and
237/1290 Upper Tier Associates, L.P., a Delaware limited partnership, as
limited partner (the "Limited Partner").

           WHEREAS, the parties hereto desire to form a Delaware limited
partnership under the Revised Uniform Limited Partnership Act of the State
of Delaware and in accordance with the terms and conditions of the Joint
Plan of Reorganization of 237 Park Avenue Associates, L.L.C. and 1290
Associates, L.L.C. (collectively, the "Debtors"), filed under title 11 of
the United States Code, 11 U.S.C. Sections 101 ET SEQ. (the "Plan"); and

           WHEREAS, the General Partner and the Partnership are parties to
the GP Contribution Agreement (as hereinafter defined) pursuant to which,
among other things, the General Partner will contribute to the Partnership
the Contributed Debt (as hereinafter defined); and

           WHEREAS, the Limited Partner and the Partnership are parties to
the LP Contribution Agreements (as hereinafter defined) pursuant to which,
among other things, the Limited Partner will contribute to the Partnership
the Initial LP Contributed Property (as hereinafter defined).

     NOW THEREFORE, in consideration of the mutual covenants herein
contained, and other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties do hereby agree as follows:


                               ARTICLE 1
                      EFFECTIVENESS OF AGREEMENT

           This Agreement shall become effective on the Effective Date (as
hereinafter defined).


                               ARTICLE 2
                             DEFINED TERMS

           The following definitions shall be for all purposes, unless
otherwise clearly indicated to the contrary, applied to the terms used in
this Agreement.



























           "ACT" means the Delaware Revised Uniform Limited Partnership
Act, as it may be amended from time to time, and any successor to such
statute.

           "ADDITIONAL LIMITED PARTNER" means a Person admitted to the
Partnership as a Limited Partner pursuant to Section 5.3 hereof and who is
shown as such on the books and records of the Partnership.

           "ADJUSTED CAPITAL ACCOUNT DEFICIT" means with respect to any
Partner, the negative balance, if any, in such Partner's Capital Account as
of the end of any relevant fiscal year, determined after giving effect to
the following adjustments:

           (a)   credit to such Capital Account any portion of such
negative balance which such Partner (i) is treated as obligated to restore
to the Partnership pursuant to the provisions of Section 1.704-
1(b)(2)(ii)(c) of the Regulations, or (ii) is deemed to beobligated to
restore to the Partnership pursuant to the penultimate sentences of
Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and

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


           "ADJUSTED GP CONTRIBUTION" means as of any time such amount is
being determined, the aggregate Capital Contributions made by the General
Partner to the Partnership plus the Preference Amount reduced by the total
distributions previously made to such Partner pursuant to paragraphs
4(a)(ii), 4(b)(ii) and 4(b)(v) of Exhibit A.

           "ADVERSE TRANSACTION" means (i) any sale, disposition, transfer
or exchange of the Properties or the Property Owning Partnership Interests,
(ii) any release, discharge or reduction of non-recourse indebtedness of
the Property Owning Partnerships (other than through payment of scheduled
amortization, 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
pay with other non-recourse indebtedness complying with clause(B) below),
(iii) any distribution of Partnership assets (other than distributions of
cash and other distributions by the Partnership and the Property Owning
Partnerships, in each case, in the ordinary course of business), or (iv)
any other transaction or agreement to which any of the Partnership and the
Property Owning Partnerships is a party, if as a result of any such
transaction or agreement described in (i), (ii), (iii), or (iv) above, JMB
LP as a partner in the Upper Tier Limited Partnership would be required to
recognize a material amount of taxable income or gain prior to the Approval
Right Termination Date.  Adverse Transactions shall specifically exclude
(A) Partnership income derived in the ordinary course of the Partnership's
and the Property Owning Partnerships' business, (B) non-recourse
refinancing of the Properties on commercially reasonable terms in an
aggregate amount equal to not less than the lesser of $325,000,000 or the
amortized balance of the then existing non-recourse financing encumbering
the Properties (utilizing an amortization schedule no shorter than twenty
(20) years), (C) payment of amortization on 















                                   2




non-recourse financing encumbering the Properties, provided that the
outstanding balance of such financing is not reduced below $325,000,000, in
the aggregate, as such amount would be reduced between the date hereof and
the Approval Right Termination Date assuming such amount is amortized based
on a twenty (20) year amortization schedule and except as otherwise
provided 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 released
indebtedness is concurrently being replaced with other non-recourse
indebtedness complying with clause (B) above), (D) the consummation of the
transactions described in the Plan (i.e., the property transfers and the
issuance of the securities provided therein), (E) a transfer of the
Properties pursuant to an involuntary foreclosure or similar action arising
from a default by the Property Owning Partnerships with respect to their
obligations under their indebtedness, and (F) a transfer of the Properties
pursuant to a consensual foreclosure or similar action (including, without
limitation, a deed in lieu of foreclosure) arising from a default by the
Property Owning Partnerships with respect to their obligations under their
indebtedness provided that in the case of a consensual foreclosure or deed
in lieu of foreclosure by reason of default under the New Notes (as defined
in the Plan) 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 Notes and the General Partner attributable to any commonality of
ownership between the beneficial ownership of the New Notes and the General
Partner.  As used in clause (F) above, the term New Notes shall include
refinancings in which there is a commonality of ownership between the
holder of such financing and the General Partner similar to that
anticipated with respect to the New Notes.

           "AFFILIATE" means, (a) with respect to any individual Person,
any member of the Immediate Family of such Person or a trust established
for the benefit of such member, or (b) with respect to any Entity, any
Person which, directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, any such
Entity.

           "AGREEMENT" means this Agreement of Limited Partnership, as
originally executed and as amended, modified, supplemented or restated from
time to time, as the context requires.

           "APPROVAL RIGHT TERMINATION DATE" shall mean the earliest of
(i) January 2, 2001, (ii) the date on which the Upper Tier Limited
Partnership no longer holds any Partnership Interest as a result of the
authorized exercise of the Purchase Right or the Put Right pursuant to
Sections 12.2A or 12.2C of this Agreement or pursuant to such other
transaction which does not constitute an Adverse Transaction, (iii) the
date on which the Partnership no longer holds the Property Owning
Partnership Interests pursuant to a transaction which does not constitute
an Adverse Transaction, (iv) the date on which JMB LP no longer holds any
partnership interest in the Upper Tier Limited Partnership, and (v) the
Default Date.






















                                   3




           "ASSIGNEE" means a Person to whom Limited Partner Interests
have been transferred in a manner permitted under this Agreement, but who
has not become a Substituted Limited Partner, and who has the rights set
forth in Section 12.6.

           "ASSET MANAGEMENT AGREEMENT" means this Asset Management
Agreement, date the date hereof, between the REIT and Victor Capital Group,
L.P., providing for the overall oversight of the property of the REIT, as
same may be amended, and any substitutions or replacements therefor.

           "AVAILABLE CASH" means, with respect to the applicable period
of measurement (i.e. any period beginning on the first day of the fiscal
year, quarter or other period commencing immediately after the last day of
the fiscal year, quarter or other applicable period for purposes of the
prior calculation of Available Cash for or with respect to which a
distribution has made, and ending on the last day of the fiscal year,
quarter or other applicable period immediately preceding the date of the
calculation) the excess, if any, as of such date, of (a) the gross cash
receipts of the Partnership for such period from all sources whatsoever,
including, without limitation, the following:

           (i)   all rents, revenues, income and proceeds derived by the
Partnership from its operations, including, without limitation,
distributions received by the Partnership from any Entity in which
Partnership has an interest; (ii) all proceeds and revenues received by the
Partnership on account of any sales of property of the Partnership or any
Entity in which the Partnership has an interest or as a refinancing of or
payments of principal, interest, costs, fees, penalties or otherwise on
account of any borrowings or loans made by the Partnership or any Entity in
which the Partnership has an interest or financings or refinancings of any
property of the Partnership or any Entity in which the Partnership has an
interest; (iii) the amount of any insurance proceeds and condemnation
awards received by the Partnership; (iv) all cash capital contributions or
loans received by the Partnership from its Partners; (v) all cash amounts
previously reserved by the Partnership, to the extent such amounts are no
longer needed for the specific purposes for which such amounts were
reserved; and (vi) the proceeds of liquidations of the Partnership's
property in accordance with this Agreement,

over (b) the sum of:

           (i)   all operating costs and expenses, including costs
relating to tenant improvements, brokerage expenses, taxes and other
expenses of the Properties, of the Partnership and capital expenditures
made during such period (without deduction, however, for any capital
expenditures from reserves described in (viii) below) by the Partnership or
any Entity in which the Partnership has an interests; (ii) all costs and
expenses expended or paid during such period in connection with the sale or
other disposition, or financing or refinancing, of property of the
Partnership or any Entity in which the 


















                                   4




     Partnership has an interest or the recovery of insurance or
condemnation proceeds; (iii) all fees provided for under this Agreement,
the Property Owning Partnership Agreements, and the Property Management and
Leasing Agreements; (iv) all debt service, (including principal and
interest, paid during such period on all indebtedness under any line of
credit) of the Partnership or any Entity in which the Partnership has an
interest; (v) all capital contributions, advances, reimbursements or
similar payments made to any Entity in which the Partnership has an
interest; (vi) all loans made by the Partnership in accordance with the
terms of this Agreement; (vii) all reimbursements to the General Partner or
its Affiliates during such period; and (viii) any new reserves or increases
in reserves reasonably determined by the General Partner to be necessary
for working capital, capital improvements, payments of periodic
expenditures, debt service or other purposes for the Partnership or any
Parson in which the Partnership has an interest.

           Notwithstanding the foregoing, Available Cash shall not include
any cash received or reductions in reserves, or take into account any
disbursements made or reserves established, after commencement of the
dissolution and liquidation of the Partnership.

           "BANKRUPTCY CODE" means the Bankruptcy Reform Act of 1978, as
codified under title 11 of the United States Code and in effect on the
Confirmation Date.

           "BANKRUPTCY COURT" means the District Court of the United
States District Court for the Southern District of New York having
jurisdiction over the Reorganization Cases and, to the extent of having
reference under section 157, title 28, United States Code, the unit of such
District Court constituted under section 151, title 28, United States Code.

           "BANKRUPTCY RULES" means the Federal Rules of Bankruptcy
Procedure as in effect on the Petition Date.

           "CAPITAL ACCOUNT" means with respect to any Partner, the
Capital Account maintained for such Partner in accordance with the
following provisions:

           a.    to each Partner's Capital Account there shall be credited
(i) such Partner's Capital Contributions, (ii) such Partner's distributive
share of Net Income and any items in the nature of income or gain which are
specially allocated to such Partner pursuant to Paragraphs 1 and 2 of
Exhibit A and (iii) the amount of any Partnership liabilities assumed by
such Partner or which are secured by any asset distributed to such Partner;

           b.    to each Partner's Capital Account there shall be debited
(i) the amount of cash and the Gross Asset Value of any property
distributed to such Partner pursuant to any provision of this Agreement,
(ii) such Partner's distributive share of Net Losses and any items in the
nature of expenses or losses which are specially allocated to such Partner
pursuant to Paragraphs 1 and 2 of Exhibit A and (iii) the amount of any 















                                   5




     liabilities of such Partner assumed by the Partnership or which are
secured by any asset contributed by such Partner to the Partnership; and

           c.    in the event all or a portion of a Partnership Interest
is transferred in accordance with the terms of this Agreement, the
transferee shall succeed to the Capital Account of the transferor to the
extent it relates to the transferred Partnership Interest.

           The foregoing provisions and the other provisions of this
Agreement relating to the maintenance of Capital Accounts are intended to
comply with Sections 1.704-1(b) and 1.704-2 of the Regulations, and shall
be interpreted and applied in a manner consistent with such Regulations. 
In the event the General Partner shall reasonably determine that it is
prudent to modify the manner in which the Capital Accounts, or any debits
or credits thereto (including, without limitation, debits or credits
relating to liabilities which are secured by contributed or distributed
assets or which are assumed by the Partnership, the General Partner or any
Limited Partner) are computed in order to comply with such Regulations, the
General Partner may make such modification;  PROVIDED that it does not have
an adverse effect on the amounts distributable to any Partner at any time.

           "CAPITAL CONTRIBUTION" means, with respect to any Partner, any
cash, cash equivalents or the Gross Asset Value of property which such
Partner contributes or is deemed to contribute to the Partnership pursuant
to Article 5 hereof.

           "CAPITAL TRANSACTION" shall mean any one of the following
events:  (i) any sale, transfer or other disposition of a Property or a
Property Owning Partnership Interest, (ii) any loan made to the Partnership
or a Property Owning Partnership, (iii) the refinancing of indebtedness of
the Property Owning Partnerships, (iv) the condemnation of all or any part
of a Property or (v) any insurance recovery relating to the Property Owning
Partnerships (other than rental interruption insurance).

           "CERTIFICATE" means the Certificate of Limited Partnership
relating to the Partnership filed on September 30, 1996 in the office of
the Delaware Secretary of State, as amended from time to time in accordance
with the terms hereof and the Act.

           "CHARTER" means the Articles of Incorporation of Metropolis
Realty Trust, Inc., as amended and restated from time to time.

           "CODE" means the Internal Revenue Code of 1986, as amended and
in effect from time to time, as interpreted by the applicable regulations
thereunder.  Any referee herein to a specific section or sections of the
Code shall be deemed to include a reference to any corresponding provision
of future law.

           "CONFIRMATION DATE" means the date on which the Clerk of the
Bankruptcy Court enters the Confirmation Order.



















                                   6




           "CONFIRMATION ORDER" means the order of the Bankruptcy Court
confirming the Plan.

           "CONSENT" means the consent or approval of a proposed action by
a Partner given in accordance with Section 15.2 hereof.

           "CONTRIBUTED DEBT" means the undivided $300,000,000 portion of
the principal amount of the Existing Notes contributed by the General
Partner to the Partnership pursuant to the GP Contribution Agreement.

           "CONTRIBUTED PROPERTY" means each property or other asset,
other than the Initial LP Contributed Property and the Contributed Debt, in
such form as may be permitted by the Act, contributed or deemed contributed
to the Partnership by any Partner (including deemed contributions to the
Partnership on termination and reconstitution thereof pursuant to Section
708 of the Code).

           "DEFAULT DATE" has the meaning set forth in Section 12.2.

           "DEPRECIATION" means, with respect to any asset of the
Partnership (or, with respect to assets of the Property Owning
Partnerships, the Partnership's share) for any fiscal year or other period,
the depreciation, depletion, amortization or other cost recovery deduction,
as the case may be, allowed or allowable for federal income tax purposes in
respect of such asset for such fiscal year or other period; PROVIDED,
HOWEVER, that except as otherwise provided in Section 1.704-2 of the
Regulations, if there is a difference between the Gross Asset Value
(including the Gross Asset Value, as increased pursuant to paragraph 1 of
the definition of Gross Asset Value) and the adjusted tax basis of such
asset at the beginning of such fiscal year or other period, Depreciation
for such asset shall be an amount that bears the same ratio to the
beginning Gross Asset Value of such asset as the federal income tax
depreciation, depletion, amortization or other cost recovery deduction for
such fiscal year or other period bears to the beginning adjusted tax basis
of such asset; PROVIDED, FURTHER, that if the federal income tax
depreciation, depletion, amortization or other cost recovery deduction for
such asset for such fiscal year or other period is zero, Depreciation of
such asset shall be determined with reference to the beginning Gross Asset
Value of such asset using any reasonable method selected by the General
Partner.

           "EFFECTIVE DATE" means the eleventh day (calculated under Rule
9006 of the Bankruptcy Rules) after the Confirmation Date if (x) no stay is
then in effect and (y) each of the conditions precedent to the occurrence
of the Effective Date contained in the Plan have been satisfied or waived.

           "ENTITY" means any general partnership, limited partnership,
corporation, joint venture, trust, business trust, real estate investment
trust, limited liability company, cooperative or association.























                                   7




           "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time (or any corresponding provisions of
succeeding laws).

           "EXISTING NOTES" means those certain notes issued and
outstanding under the Indenture.

           "GAAP" means United States generally accepted accounting
principles, as in effect from time to time.

           "GAAP NET INCOME" for any period means the net income (or loss)
of the Property Owning Partnerships for such period, determined in
accordance with GAAP, consistently applied, excluding (without duplication)
to the extent included therein (a) all extraordinary gains, including,
without limitation, any extraordinary gains arising from, or in connection
with a Capital Transaction, and (b) non-recurring gains.  GAAP Net Income
with respect to the Properties shall be determined in good faith by the
General Partner and such determination shall be final and binding on all
parties hereto.

           "GENERAL PARTNER" means Metropolis Realty Trust, Inc., a
Maryland corporation, in its capacity as the general partner of the
Partnership, or its successors as general partner of the Partnership and,
without limitation, all other Persons being or acting as a general partner
of the Partnership, individually and collectively.

           "GENERAL PARTNER INTEREST" means a Partnership Interest held by
the General Partner, in its capacity as general partner.

           "GP CONTRIBUTION AGREEMENT" means the Debt Contribution
Agreement, dated as of the Effective Date, between the General Partner, the
Partnership and the Property Owning partnerships relating to the
Contribution Debt.

           "GROSS ASSET VALUE" means, with respect to any asset of the
Partnership,  such asset's adjusted basis for federal income tax purposes,
except as follows:

           1.    the initial Gross Asset Value of any asset contributed by
a Partner to the Partnership shall be the gross fair market value of such
asset, without reduction for liabilities, as determined by the contributing
Partner and the Partnership on the date of contribution thereof;

           2.    if the General Partner reasonably determines that an
adjustment is necessary or appropriate to reflect the relative economic
interests of the Partners, the Gross Asset Values of all Partnership assets
shall be adjusted in accordance with Sections 1.704-1(b)(2)(iv)(f) and (g)
of the Regulations to equal their respective gross fair market values,
without reduction for liabilities, as reasonably determined by the General
Partner, as of the following times:


















                                   8




                 a.   a Capital Contribution (other than a DE MINIMIS
Capital Contribution) to the Partnership by a new or existing Partner as
consideration for a Partnership Interest; or

                 b.   the distribution by the Partnership to a Partner of
more than a DE MINIMIS amount of Partnership assets as consideration for
the repurchase of a Partnership Interest; or

                 c.   the liquidation of the Partnership within the
meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations;

           3.    the Gross Asset Values of Partnership assets distributed
to any Partner shall be the gross fair market values of such assets without
reduction for liabilities, as reasonably determined by the General Partner
as of the date of distribution; and

           4.    the Gross Values of Partnership assets shall be increased
(or decreased) to reflect any adjustments to the adjusted basis of such
assets pursuant to Sections 734(b) or 743 (b) of the Code, but only to the
extent that such adjustments are taken into account in determining Capital
Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations (as
set forth in Exhibit A); PROVIDED, HOWEVER, that Gross Asset Values shall
not be adjusted pursuant to this paragraph (4) to the extent that the
General Partner reasonably determines that an adjustment pursuant to this
paragraph (4) would duplicate an adjustment pursuant to this paragraph (2).

At all times, Gross Asset Values shall be adjusted by any Depreciation
taken into account with respect to the Partnership's assets for purposes of
computing Net Income and Net Loss.

           "IMMEDIATE FAMILY" means, with respect to any natural Person,
such Person's spouse, parents, parents-in-law, descendants, nephews,
nieces, brothers, sisters, brothers-in-law, sisters-in-law, stepchildren,
son-in-law and daughters-in-law or any trust solely for the benefit of any
of the foregoing family members whose sole beneficiaries include the
foregoing family members.

           "INCAPACITY" or "INCAPACITATED" means, (i) as to any individual
Partner, death, total physical disability or entry by a court of competent
jurisdiction adjudicating him incompetent to manage his person or his
estate; (ii) as to any corporation which is a Partner, the filing of a
certificate of dissolution, or its equivalent, for the corporation or the
revocation of its charter; (iii) as to any partnership which is a Partner,
the dissolution and commencement of winding up of the partnership; (iv) as
to any estate which is a Partner, the distribution by the fiduciary of the
estate's entire interest in the Partnership; (v) as to any trustee of a
trust which is a Partner, the termination of the trust (but not the
substitution of a new trustee); or (vi) as to any Partner, the bankruptcy
of such Partner.  For purposes of this definition, bankruptcy of a Partner
shall be deemed to have occurred when (a) the Partner commences a 



















                                   9




voluntary proceeding seeking liquidation, reorganization or other relief
under any bankruptcy, insolvency or other similar law now or hereafter in
effect; (b) the Partner is adjudged as bankrupt or insolvent, or a final
and nonappealable order for relief under any bankruptcy, insolvency or
similar law now or hereafter in effect has been entered against the
Partner; (c) the Partner executes and delivers a general assignment for the
benefit of the Partner's creditors; (d) the Partner files an answer or
other pleading admitting or failing to contest the material allegations of
a petition filed against the Partner in any proceeding of the nature
described in clause (b) above; (e) the Partner seeks, consents to or
acquiesces in the appointment of a trustee, receiver or liquidator for the
Partner or for all or any substantial part of the Partner's properties; (f)
any proceeding seeking liquidation, reorganization or other relief of or
against such Partner under any bankruptcy, insolvency or other similar law
now or hereinafter in effect has not been dismissed within one hundred
twenty (120) days after the commencement thereof; (g) the appointment
without the Partner's consent or acquiescence of a trustee, receiver or
liquidator has not been vacated or stayed within ninety (90) days of such
appointment; or (h) an appointment referred to in clause (g) which has been
stayed is not vacated within ninety (90) days after the expiration of any
such stay.

           "INDEMNITEE" means (i) any Person made a party to a proceeding
by reason of (A) such Person's status as (1) the General Partner, (2) a
stockholder, director, trustee or officer of the Partnership or the General
Partner, or (3) a director, trustee or officer of any other Entity, each
Person serving in such capacity at the request of the Partnership or the
General Partner, or (B) his or its liabilities, pursuant to a loan
guarantee or otherwise, for any indebtedness of the Partnership or any
Subsidiary of the Partnership (including, without limitation, any
indebtedness which the Partnership or any Subsidiary of the Partnership has
assumed or taken assets subject to); and (ii) such other Persons (including
Affiliates of the General Partner or the Partnership) as the General
Partner may designate from time to time (whether before or after the event
giving rise to potential liability), in its sole and absolute discretion.

           "INDENTURE" means that certain Mortgage Spreader and
Consolidation Agreement and Trust Indenture dated as of March 20, 1984
among O&Y Equity Corp., Olympia & York Holdings Corporation, FAME
Associates, Olympia & York 2 Broadway Land Company, Olympia & York 2
Broadway Company and Manufacturers Hanover Trust Company as Trustee, as
supplemented by that certain Supplemental Indenture No. 1 dated as of March
20, 1984, that certain Supplemental Indenture No. 2 dated as of December
30, 1986, that certain Supplemental Indenture No. 3 dated as of March 30,
1988, that certain Instrument of Resignation, Appointment and Acceptance
dated as of October 28, 1992 among 2 Broadway Associates, 2 Broadway Land
Company, 237 Park Avenue Associates, 1290 Associates, NationsBank of
Tennessee, N.A., and Manufacturers Hanover Trust Company, that certain
Supplemental Indenture No. 4 dated August 17, 1995 and that certain
Supplemental Indenture No. 5 dated as of September 18, 1995 and as the same
may be further supplemented from time to time in accordance with the terms
thereof prior to the date of the Supplemental Indenture.


















                                  10




           "INITIAL LP CONTRIBUTED PROPERTY" means (i) 237 Park Avenue,
New York, NY and the related assets that will be contributed to the
Partnership by the Upper Tier Limited Partnership, and (ii) 1290 Avenue of
the Americas, New York, New York and the related assets that will be
contributed to the Partnership by the Upper Tier Limited Partnership, in
each case pursuant to the terms of the LP Contribution Agreements.  The
Partnership's books and records shall reflect that (i) the initial gross
fair market value of 237 Park Avenue, New York, NY and the related assets
shall be $290,000,000, the Initial Gross Fair Market Value of 1290 Avenue
of the Americas New York, NY and the related amounts shall be $387,000,000
and that such properties are encumbered by $700,000,000 of Partnership Non-
recourse Liabilities and (ii) after giving effect to the reductions in debt
secured by the Initial LP Contributed Property taking place concurrently
herewith, 237 Park Avenue will be encumbered by $171,344,165* of
Partnership Non-recourse Liabilities and 1290 Avenue of the Americas such
property shall be encumbered by $228,655,835* of Partnership Nonrecourse
Liabilities.

           "IRS" shall mean the Internal Revenue Service of the United
States.

           "JMB" means JMB/NYC Office Building Associates, an Illinois
general partnership.

           "JMB COLLATERAL" shall have the meaning provided in Section
12.2B hereof.

           "JMB INDEMNITORS" means JMB/Manhattan Associates, Ltd., Carlyle
Real Estate Limited Partnership - XIII and Carlyle Real Estate Limited
Partnership XIV.

           "JMB INDEMNITY" means the Indemnity Agreement to be executed
and delivered by the JMB Indemnitors to the General Partner as of the
Effective Date in the form of Exhibit C hereto.

           "JMB LP" means JMB/NYC Office Building Associates, L.P., an
Illinois limited partnership.

           "JMB NOTES" means that certain (i) Promissory Note dated July
27, 1984, reissued July 25, 1985, made by JMB to O&Y DFC in the principal
amount of $9,758,363 secured by certain liens and security interests
granted under the Security Agreement dated July 27, 1984 between JMB and
OYHC and assigned by O&Y DFC to O&Y MFC pursuant to the Assignment and
Assumption Agreement dated September 28, 1987; (ii) Promissory Note dated
August 14, 1984, reissued July 25, 1985, made by JMB to O&Y DFC in the
principal amount of $4,514,229 secured by certain liens and security
interests granted under the Security Agreement dated August 14, 1984
between JMB and OYHC and assigned by O&Y DFC to O&Y MFC pursuant to the
Assignment and Assumption Agreement dated September 28, 1987; and (iii)
Amended, Restated and Consolidated Promissory Note dated May 31, 1995
between JMB LP and O&Y MFC in the principal amount of $78,605,779 secured
by certain liens and security interests granted under the Amended, Restated
and 

















                                  11




Consolidated Security Agreement dated May 31, 1995 between JMB LP and O&Y
MFC, which Notes and Security Agreements have been assigned as of the date
hereof to the General Partner (subject to the interest of the participant
under a Participation Agreement of even date herewith) and are being
amended and restated as of the date hereof pursuant to the Second Amended,
Restated and Consolidated Promissory Note in the principal amount of
$88,572,780 and the Second Amended, Restated and Consolidated Security
Agreement.

           "LIEN" means any lien, security interest, mortgage, deed of
trust, charge, claim, encumbrance, pledge, option, right of first offer or
first refusal and any other right or interest of others of any kind or
nature, actual or contingent, or other similar encumbrance of any nature
whatsoever.

           "LIMITED PARTNER" means the Upper Tier Limited Partnership or
any Substituted Limited Partner or Additional Limited Partner, in such
Person's capacity as a limited partner of the Partnership.

           "LIMITED PARTNER INTEREST" means a Partnership Interest of a
Limited Partner in the Partnership representing a fractional part of the
Partnership Interests of all Partners and includes any and all benefits to
which the holder of such a Partnership Interest may be entitled, as
provided in this Agreement, together with all obligations of such Person to
comply with the terms and provisions of this Agreement.

           "LIQUIDATING EVENT" has the meaning set forth in Section 14.1
hereof.

           "LIQUIDATOR" has the meaning set forth in Section 14.2 hereof.

           "LP CONTRIBUTION AGREEMENTS" means, collectively, (i) the 237
Property Contribution Agreement, dated as of the Effective Date, between
The Upper Tier Limited Partnership, the Partnership and 237 Park Partners,
L.P with respect to the portion of the Initial LP Contributed Property
constituting 237 Park Avenue, New York, New York and related assets, and
(ii) the 1290 Property Contribution Agreement, dated as of the Effective
Date, between the Upper Tier Limited Partnership, the Partnership and 1290
Partners, L.P, with respect to the portion of the Initial LP Contributed
Property constituting 1290 Avenue of the Americas, New York, New York and
related assets.

           "NET INCOME" or "NET LOSS" means, for each fiscal year or other
applicable period, an amount equal to the Partnership's taxable income or
loss for such year or period as determined for federal income tax purposes
by the General Partner, determined in accordance with Section 703(a) of the
Code (for this purpose, all items of income, gain, loss or deduction
required to be stated separately pursuant to Section 703(a) of the Code
shall be included in taxable income or loss), adjusted as follows:  (a) by
including as an item of gross income any tax-exempt income received by the
Partnership and not otherwise taken into account in computing Net Income or
Net Loss; (b) by treating as a deductible expense any expenditure of the
Partnership described in Section 705(a)(2)(B) of the Code (or which is
treated as a

















                                  12




Section 705(a)(2)(B) expenditure pursuant to Section 1.704-1(b)(2)(iv)(i)
of the Regulations) and not otherwise taken into account in computing Net
Income or Net Loss, including amounts paid or incurred to organize the
Partnership (unless an election is made pursuant to Section 709(b) of the
Code) or to promote the sale of interests in the partnership and by
treating deductions for any losses incurred in connection with the sale or
exchange of Partnership property disallowed pursuant to Section 267(a)(1)or
707(b) of the Code as expenditures described in Section 705(a)(2)(B) of the
Code; (c) by taking into account Depreciation in lieu of depreciation,
depletion, amortization and other cost recovery deductions taken into
account in computing taxable income or loss; (d) by computing gain or loss
resulting from any disposition of Partnership property with respect to
which gain or loss is recognized for federal income tax purposes by
reference to Gross Asset Value of such property rather than its adjusted
tax basis; (e) in the event of an adjustment of the Gross Asset Value of
any Partnership asset which requires that the Capital Accounts of the
Partnership be adjusted pursuant to Sections 1.704-1(b)(2)(iv)(e), (f) and
(g) of the Regulations, by taking into account the amount of such
adjustment as if such adjustment represented additional Net Income or Net
Loss pursuant to Exhibit A; and (f) by not taking into account in computing
Net Income or Net Loss items separately allocated to the Partners pursuant
to Paragraphs 1 and 2 of Exhibit A.

           "NET OPERATING INCOME" for any period means an the amount equal
to (a) the Property Owning Partnerships' GAAP Net Income for such fiscal
year, plus (b) the sum, without duplication (and only to the extent such
amounts are deducted from revenues in determining such GAAP Net Income), of
(i) the interest expense for such period of the Property Owning
Partnerships, and (ii) the real estate related depreciation and
amortization expenses for such period of the Property Owning Partnerships
in respect of the Properties.  Net Operating Income with respect to the
Properties shall be determined in good faith by the General Partner and
such determination shall be final and binding on all parties hereto.

           "NONRECOURSE DEDUCTIONS" has the meaning set forth in Sections
1.704-2(b)(1) and 1.704-2(c) of the Regulations.

           "NONRECOURSE LIABILITIES" has the meaning set forth in Section
1.704-2(b)(3) of the Regulations.

           "PARTNER" means a General Partner or a Limited Partner, and
"Partners" means the General Partner and the Limited Partners,
collectively.

           "PARTNER MINIMUM GAIN" means amount, with respect to each
Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would
result if such Partner Nonrecourse Debt were treated as a Nonrecourse
Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

           "PARTNER NONRECOURSE DEBT" has the meaning set forth in
Regulations Section 1.704-2(b)(4).



















                                  13




           "PARTNER NONRECOURSE DEDUCTIONS" has the meaning set forth in
Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse
Deductions with respect to a Partner Nonrecourse Debt for a Partnership
taxable year shall be determined in accordance with the rules of
Regulations Section 1.704-2(i)(2).

           "PARTNERSHIP" means the limited partnership formed under the
Act and pursuant to this Agreement, and any successor thereto.

           "PARTNERSHIP INTEREST" means an ownership interest in the
Partnership representing a Capital Contribution by either a Limited Partner
or the General Partner and includes any and all benefits to which the
holder of such a Partnership Interest may be entitled as provided in this
Agreement, together with all obligations of such Person to comply with the
terms and provisions of this Agreement.

           "PARTNERSHIP MINIMUM GAIN" has the meaning set forth in
Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum
Gain, as well as any net increase or decrease in a Partnership Minimum
Gain, for a Partnership taxable year shall be determined in accordance with
the rules of Regulations Section 1.704-2(d).

           "PARTNERSHIP RECORD DATE" means the record date established by
the General Partner for the distribution of Available Cash pursuant to
Section 6.1 hereof.

           "PARTNERSHIP YEAR" means the fiscal year of the Partnership, as
set forth in Section 10.2 hereof.

           "PERMITTED PARTNERS" has the meaning set forth in subparagraph
1(b) of Exhibit A.

           "PERMITTED TRANSFEREE" means any person to whom Limited Partner
Interests are Transferred in accordance with Section 12.4 of this
Agreement.

           "PERSON" means an individual or Entity.

           "PETITION DATE" the date on which the Debtors filed their
voluntary petitions under chapter 11 of the Bankruptcy Code.

           "PLAN" means the Second Amended Joint Plan of Reorganization of
237 Park Avenue Associates, LLC and 1290 Associates, LLC filed under title
11 of the United States Code, 11 U.S.C. Section 101 ET SEQ. with the United
States Bankruptcy Court, Southern District of New York on September
20,1996.

           "PRECONTRIBUTION GAIN" has the meaning set forth in
subparagraph 3(c) of Exhibit A.





















                                  14




           "PREFERENCE AMOUNT" shall mean $100,000,000.

           "PROHIBITED ACTION" shall have the meaning provided in Section
12.2B hereof.

           "PROPERTIES" means 237 Park Avenue, New York, New York and 1290
Avenue of the Americas, New York, New York.

           "PROPERTY MANAGEMENT AND LEASING AGREEMENTS" means the Property
Management and Leasing Agreements, dated the date hereof between the
Property Owning Partnerships and Tishman Speyer Properties, L.P., providing
for the day-to-day management of, and leasing services related to, the
Properties, as same may be amended, and any substitutions or replacements
therefor.

           "PROPERTY OWNING PARTNERSHIPS" means 237 Park Partners, L.P.
and 1290 Partners, L.P., each a Delaware limited partnership.

           "PROPERTY OWNING PARTNERSHIP INTERESTS" means the Partnership's
99% interest as a limited partner in each of the Property Owning
Partnerships.

           "PROPERTY OWNING PARTNERSHIP AGREEMENTS" means the (i)
Agreement of Limited Partnership of 237 Park Partners, L.P., dated as of
the date hereof, between 237 GP Corp. and the Partnership, and (ii) the
Agreement of Limited Partnership of 1290 Partners, L.P., dated as of the
date hereof, between 1290 GP Corp. and the Partnership.

           "PURCHASE PRICE AMOUNT" has the meaning set forth in Section
12.2.

           "PURCHASE RIGHT NOTICE" has the meaning set forth in Section
12.2.

           "PURCHASE RIGHT" has the meaning set forth in Section 12.2.

           "PUT PRICE" has the meaning set forth in Section 12.2.

           "PUT RIGHT" has the meaning set forth in Section 12.2.

           "PUT RIGHT NOTICE" has the meaning set forth in Section 12.2.

           "QUARTER" means each of three month periods ending on March 31,
June 30, September 30 and December 31.

           "REGULATIONS" means the final, temporary or proposed Income
Regulations promulgated under the Code, as such regulations may be amended
from time to time (including corresponding provisions of succeeding
regulations).





















                                  15




           "REIT" means a real estate investment trust as defined in
Section 856 of the Code.

           "REIT REQUIREMENTS"has the meaning set forth in Section 6.2.

           "REORGANIZATION CASES" means the Debtors' cases under chapter
11 of the Bankruptcy Code, Case Nos. 96B42177(JLG) and 96B42178(JLG), which
were commenced by the Debtors by the filing of voluntary petitions with the
Bankruptcy Court on the Petition Date.

           "RESTRICTED PARTNER" has the meaning set forth in Section 1(b)
of Exhibit A.

           "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership or other entity of which a majority of (i) the
voting power of the voting equity securities; or (ii) the outstanding
equity interests, is owned, directly or indirectly, by such Person.

           "SUBSTITUTED LIMITED PARTNER" means a Person who is admitted as
a Limited Partner to the Partnership pursuant to Section 12.5 hereof.

           "TAX ITEMS" has the meaning set forth in Exhibit A.

           "TRANSFER" as a noun, means any sale, assignment, conveyance,
pledge, hypothecation, gift, encumbrance or other transfer, and as a verb,
means to sell, assign, convey, pledge, hypothecate, give, encumber or
otherwise transfer.

           "UPPER TIER LIMITED PARTNERSHIP" means 237/1290 Upper Tier
Associates, L.P., a Delaware limited partnership.

           Certain additional terms and phrases have the meanings set
forth in Exhibit A.



                               ARTICLE 3
                        ORGANIZATIONAL MATTERS

           Section 3.1FORMATION

           The Partners hereby agree to form the Partnership under and
pursuant to the Act.  Except as expressly provided herein to the contrary,
the rights and obligations of the Partners and the administration and
termination of the Partnership shall be governed by the Act.  The
Partnership Interest of each Partner shall be personal property for all
purposes.























                                  16




           Section 3.2NAME

           The name of the Partnership shall be 237/1290 Lower Tier
Associates, L.P.  The Partnership's business may be conducted under any
other name or names deemed advisable by the General Partner, including the
name of the General Partner or any Affiliate thereof.  The words "Limited
Partnership," "L.P.," "Ltd." or similar words or letters shall be included
in the Partnership's name where necessary for the purposes of complying
with the laws of any jurisdiction that so requires.  The General Partner in
its sole and absolute discretion may, upon 5 days prior written notice to
the Limited Partner, change the name of the Partnership.

           Section 3.3REGISTERED OFFICE AND AGENT; PRINCIPAL OFFICE

           The address of the registered office of the Partnership in the
State of Delaware and the name and address of the registered agent for
service of process on the Partnership in the State of Delaware is The
Corporation Trust Company, 1029 Orange Street, Wilmington (New Castle
County), Delaware 19801.  The principal office of the Partnership shall be
c/o Victor Capital Group, 885 Third Avenue -- 12th Floor, New York, New
York 10022, Attn:  John Klopp, or such other place as the General Partner
may from time to time designate by notice to the Limited Partners.  The
Partnership may maintain offices at such other place or places within or
outside the State of Delaware as the General Partner deems advisable.

           Section 3.4POWER OF ATTORNEY

           A.    Each Limited Partner and each Assignee hereby constitutes
and appoints the General Partner, any Liquidator, and authorized officers
and attorney-in-fact of each, and each of those acting singly, in each case
with full power of substitution, as its true and lawful agent and attorney-
in-fact, with full power and authority in its name, place and stead to:

                 (1)  execute, swear to, acknowledge, deliver, file and
record in the appropriate public offices (a) all certificates, documents
and other instruments (including, without limitation, this Agreement and
the Certificate and all amendments or restatements thereof) that the
General Partner or the Liquidator deems appropriate or necessary to form,
qualify or continue the existence or qualification of the Partnership as a
limited partnership (or a partnership in which the Limited Partners have
limited liability) in the State of Delaware and in all other jurisdictions
in which the Partnership may or plans to conduct business or own property,
including, without limitation, any documents necessary or advisable to
convey any Contributed Property to the partnership; (b) all instruments
that the General Partner deems appropriate or necessary to reflect any
amendment, change, modification or restatement of this Agreement in
accordance with 

















                                  16




                      its terms; (c) all conveyances and other
instruments or documents that the General Partner or the Liquidator deems
appropriate or necessary to reflect the dissolution and liquidation of the
Partnership pursuant to the terms of this Agreement, including, without
limitation, a certificate of cancellation; (d) all instruments relating to
the admission, withdrawal, removal or substitution of any Partner pursuant
to, or other events described in, Article 12, 13 or 14 hereof or the
Capital Contribution of any Partner; and (e) all certificates, documents
and other instruments relating to the determination of rights, preferences
and privileges of Partnership Interest; and

                 (2)  execute, swear to, seal, acknowledge and file all
ballots, consents, approvals, waivers, certificates and other instruments
appropriate or necessary, in the sole and absolute discretion of the
General Partner or any Liquidator, to make, evidence, give, confirm or
ratify any vote, consent, approval, agreement or other action which is made
or given by the Partners hereunder or is consistent with the terms of this
agreement or appropriate or necessary, in the sole discretion of the
General Partner or any Liquidator, to effectuate the terms or intent of
this Agreement.

Nothing contained herein shall be construed as authorizing the General
Partner or any Liquidator to amend this Agreement except in accordance with
Article 15 hereof or as may be otherwise expressly provided for in this
Agreement.

           B.    The foregoing power of attorney is hereby declared to be
irrevocable and a power coupled with an interest, in recognition of the
fact that each of the Partners will be relying upon the power of the
General Partner and any Liquidator to act as contemplated by this Agreement
in any filing or other action by it on behalf of the Partnership, and it
shall survive and not be affected by the subsequent Incapacity of any
Limited Partner or Assignee and the Transfer of all or any portion of such
Limited Partners or Assignee's Limited Partner Interests and shall extend
to such Limited Partner's or Assignee's heirs, successors, assigns and
personal representatives.  Each such Limited partner or Assignee hereby
agrees to be bound by any representation made by the General Partner or any
Liquidator, acting in good faith pursuant to such power of attorney, and
each such Limited Partner or Assignee hereby waives any and all defenses
which may be available to contest, negate or disaffirm the action of the
General Partner or any Liquidator, taken in good faith under such power of
attorney.  Each Limited Partner or Assignee shall execute and deliver to
the General Partner or the Liquidator, within fifteen (15) days after
receipt of the General Partner's or Liquidator's request therefor, such
further designation, powers of attorney and other instruments as the
General Partner or the Liquidator, as the case may be, deems necessary to
effectuate Agreement and the purposes of the Partnership.















                                  18




           Section 3.5TERM

           The term of Partnership shall commence on the date hereof and
shall continue until December 31, 2099, unless the Partnership is dissolved
sooner pursuant to the provisions of Article 14 or as otherwise provided by
law.

                               ARTICLE 4
                                PURPOSE

           Section 4.1PURPOSE AND BUSINESS

           The purpose and nature of the business to be conducted by the
Partnership is to hold the property of the Partnership and serve as a
limited partner of the Property Owning Partnerships; to undertake such
other activities as may be necessary, advisable, desirable or convenient to
the business of the Partnership; to engage in such other ancillary
activities as shall be necessary or desirable to effectuate the foregoing
purposes; and to engage in such activities as are consistent with the
powers described in the proviso in Section 4.2 hereof.  The Partnership
shall have all powers necessary or desirable to accomplish the purposes
enumerated.  In connection with the foregoing, but subject to all of the
terms, covenants, conditions and limitations contained in this Agreement
and any other agreement entered into by the Partnership, the Partnership
shall have full power and authority to enter into, perform, and carry out
contracts of any kind, to borrow money and to issue evidences of
indebtedness, whether or not secured by mortgage, trust deed, pledge or
other Lien, and, directly or indirectly, to acquire and construct
additional properties necessary or useful in connection with its business.

           Section 4.2POWERS

           The Partnership is empowered to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or convenient for
the furtherance and accomplishment of the purposes and business described
herein and for the protection and benefit of the Partnership; provided,
that the Partnership shall not take, or refrain from taking, any action
which, in the judgement of the General Partner, in its sole and absolute
discretion, (i) could adversely affect the ability of the General Partner
to continue to qualify as a REIT; (ii) could subject the General Partner to
any additional taxes under Section 857 or Section 4981 of the Code; or
(iii) could violate any law or regulation of any governmental body or
agency having jurisdiction over the General Partner or its securities,
unless such action (or inaction) shall have been specifically consented to
by the General Partner in writing.

























                                  19




                               ARTICLE 5
                         CAPITAL CONTRIBUTIONS

           Section 5.1CAPITAL CONTRIBUTIONS OF THE PARTNERS

           (a)   Pursuant to the Plan and the GP Contribution Agreement,
on the Effective Date, the General Partner shall make a Capital
Contribution of the Contributed Debt to the Partnership.  The Partnership
and the General Partner hereby agree that the Contributed Debt shall have a
Gross Asset Value $280,000,000.

           (b)   The General Partner may, in its sole discretion, make
additional Capital Contributions to the Partnership.

           (c)   Pursuant to the Plan and the LP Contribution Agreement,
on the Effective Date, the Limited Partners shall make a Capital
Contribution of the Properties, subject to the liabilities described in the
LP Contribution Agreements, to the Partnership.  The Partnership and the
Limited Partner hereby agree that the 237 Park Avenue Property shall have a
Gross Asset Value of $299,894,836 and the 1290 Avenue of the Americas
Property shall have a Gross Asset Value of $400,205,164 and are subject to
$700,000,000 of debt.  The excess of the Gross Asset Value over the
adjusted tax basis of the Properties shall be allocated entirely to real
property.

           (d)   The Partners shall have an interest in Net Income, Net
Loss and distributions of the Partnership as set forth in Exhibit A, which
interests shall be adjusted in Exhibit A from time to time by the General
Partner to the extent necessary to reflect accurately exchanges, additional
Capital Contributions or similar events having an effect on any Partner's
Partnership Interest.  Except as provided in this Section 5.1 and 11.5, the
Partners shall have no obligation to make any additional Capital
Contributions or loans to the Partnership.

           Section 5.2ADDITIONAL FUNDS; RESTRICTIONS ON GENERAL PARTNER

           The sums of money required to finance the business and affairs
of the Partnership shall be derived from the initial Capital Contributions
made to the Partnership by the Partners as set forth in Section 5.1 and
from funds generated from the operation and business of the Partnership
including, without limitation, distributions directly or indirectly
received by the Partnership from any Property Owning Partnership.  In the
event additional financing is needed from sources other than as set forth
in the preceding sentence for any reason, the General Partner may, in its
sole and absolute discretion but subject to Section 8.1E, in such amounts
and at such times as it solely shall determine to be necessary or
appropriate, (i) cause the Partnership to issue additional Partnership
Interests and admit additional limited partners to the Partnership in
accordance with Section 5.3; (ii) make additional Capital Contributions to
the Partnership; (iii) cause the Partnership to borrow money, enter into
loan arrangements, issue debt securities, obtain letters of credit or
otherwise


















                                  20




borrow money on a secured or unsecured basis; (iv) make a loan or loans to
the Partnership; or (v) subject to Section 8.1E sell any assets or
properties of the Partnership.

           Section 5.3ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS;
ADMISSION OF ADDITIONAL LIMITED PARTNERS

           In addition to any Partnership Interests issuable by the
Partnership pursuant to Section 5.2, the General Partner is authorized to
cause the Partnership to issue additional Partnership Interests (or options
therefor) senior or junior to the Partnership Interests issued in respect
of the initial Capital Contributions (as set forth in Section 5.1(a), (b)
and (c)) to any Persons at any time or from time to time, for consideration
not less than the fair market value thereof (or the fair market value as of
the date an option is granted) (as such fair market value is determined in
the sole and absolute discretion of the General Partner's Board of
Directors), and on such terms and conditions, as the General Partner shall
establish in each case in its sole and absolute discretion, without any
approval being required from any Limited Partner or any other Person;
PROVIDED, HOWEVER, that such issuance does not cause any amount of the
Partnership's indebtedness to excluded from the tax basis of the
Partnership Interests of the Limited Partners who are Partners of the
Partnership prior to such issuance.  Subject to the limitations set forth
in the preceding sentence, the General Partner may take such steps as it,
in its reasonable discretion, deems necessary or appropriate to admit any
Person as a Limited Partner of the Partnership, including, without
limitation, amending the Certificate, Exhibit B or any other provision of
this Agreement.

           Section 5.4NO THIRD PARTY BENEFICIARY

           No creditor or other third party having dealings with the
Partnership shall have the right to enforce the right or obligation of any
Partner to make Capital Contributions or loans or to pursue any other right
or remedy hereunder or at law or in equity, it being understood and agreed
that the provisions of this Agreement shall be solely for the benefit of,
and may be enforced solely by, the parties hereto and their respective
successors and assigns.

           Section 5.5NO INTEREST; NO RETURN

           No Partner shall be entitled to interest on its Capital
Contribution or no such Partner's Capital Account.  Except as provided
herein or by law, no Partner shall have any right to demand or receive the
return of its Capital Contribution from the Partnership.

           Section 5.6NO PREEMPTIVE RIGHTS

           No Person shall have any preemptive or other similar right with
respect to (i) additional Capital Contributions or loans to the
Partnership; or (ii) issuance or sale of any Partnership Interests.



















                                  21




                               ARTICLE 6
                             DISTRIBUTIONS

           Section 6.1REGULAR DISTRIBUTIONS

           Except for distributions pursuant to Section 14.2 in connection
with the dissolution and liquidation of the Partnership, and subject to the
provisions of Sections 6.3, 6.4 and 6.5, the General Partner shall cause
the Partnership to distribute, from time to time as determined by the
General Partner, but in any event not less frequently than quarterly, all
Available Cash, to the Partners, in accordance with the provisions of
Exhibit A.

           Section 6.2QUALIFICATION AS A REIT

           The General Partner shall use its best efforts to cause the
Partnership to distribute sufficient amounts under this Article 6 to enable
the General Partner to pay stockholder dividends that will (i) satisfy the
requirements for qualifying as a REIT under the Code and Regulations ("REIT
Requirements"), and (ii) avoid any federal income or excise tax liability
of the General Partner, provided, however, the General Partner shall not be
bound to comply with this covenant to the extent such distributions would
(i) violate applicable Delaware law or (ii) contravene the terms of any
notes, mortgages or other types of debt obligations which the Partnership
may be subject to in conjunction with borrowed funds.

           Section 6.3WITHHOLDING

           With respect to any withholding tax or other similar tax
liability or obligation to which the Partnership may be subject as a result
of any act or status of any Partner or to which the Partnership becomes
subject with respect to any Partnership Interest, the Partnership shall
have the right to withhold amounts of Available Cash distributable to such
Partner or with respect to such Partnership Interest, to the extent of the
amount of such withholding tax or other similar tax liability or obligation
pursuant to the provisions contained in Section 11.5.

           Section 6.4ADDITIONAL PARTNERSHIP INTERESTS

           If the Partnership issues Partnership Interests in accordance
with Section 5.2 or 5.3, the distribution priorities set forth in Exhibit A
shall be amended, as necessary, to reflect the distribution priority of
such Partnership Interests.

           Section 6.5DISTRIBUTIONS UPON LIQUIDATION

           Proceeds from a Capital Transaction shall be distributed
pursuant to the provisions of Exhibit A and any other cash received or
reductions in reserves made after commencement of the liquidation of the
Partnership shall be distributed to the Partners in





















                                  22




accordance with Section 14.2, after allocating Net Income, Net Loss or
items thereof in accordance with Section 1(c) of Exhibit A.



                               ARTICLE 7
                              ALLOCATIONS

           The Net Income, Net Loss and other Partnership items shall be
allocated pursuant to the provisions of Exhibit A.



                               ARTICLE 8
                 MANAGEMENT AND OPERATIONS OF BUSINESS

           Section 8.1MANAGEMENT

           A.    Except as otherwise expressly provided in this Agreement,
all management powers over the business and affairs the Partnership are and
shall be exclusively vested in the General Partner, and, except as provided
in Section 8.1E hereof, no Limited Partner shall have any right to
participate in or exercise control or management power over the business
and affairs of the Partnership.  The General Partner may not be removed by
the Limited Partners with or without cause.  In addition to the powers now
or hereafter granted a general partner of a limited partnership under
applicable law or which are granted to the General Partner under any other
provision of this Agreement, the General Partner shall have, subject to
Section 8.1E hereof, full power and authority to do all things deemed
necessary or desirable by it to conduct the business of the Partnership, to
exercise all powers set forth in Section 4.2 hereof and to effectuate the
purposes set forth in Section 4.1 hereof, including, without limitation:

                 (1)  (a) the making of any expenditures, the lending or
borrowing of money, including, without limitation, making prepayments on
loans and borrowing money to permit the Partnership to make distributions
to its Partners in such amounts as will permit the General Partner (so long
as the General Partner qualifies as a REIT) to avoid the payment of any
federal income tax (including, for this purpose, any excise tax pursuant to
Section 4981 of the Code) and to make distributions to its stockholders in
amounts sufficient to permit the General Partner to maintain REIT status,
(b) the assumption or guarantee of, or other contracting for, indebtedness
and other liabilities, (c) the issuance of evidence of indebtedness
(including the securing the same by deed, mortgage, deed of trust or other
lien or encumbrance on the Partnership's assets) and (d) the incurring of 



















                                  23




                      any obligations it deems necessary for the conduct
of the activities of the Partnership;

                 (2)  the making of tax, regulatory and other filings, or
rendering of periodic or other reports to governmental or other agencies
having jurisdiction over the business or assets of the Partnership;

                 (3)  the acquisition, disposition,mortgage, pledge,
encumbrance, hypothecation or exchange of any assets of the Partnership
(including the exercise or grant of any conversion, option, privilege, or
subscription right or other right available in connection with any assets
at any time held by the Partnership) or the merger or other combination of
the Partnership with or into another entity;

                 (4)  the use of the assets of the Partnership
(including, without limitation, cash on hand) for any purpose consistent
with the terms of this Agreement and on any terms it sees fit, including,
without limitation, the financing of the conduct of the operations of the
General Partner, the Partnership, the Property Owning Partnerships or any
of the Partnership's Subsidiaries, the lending of funds to other Persons
(including, without limitation, the Property Owning Partnerships, the
Subsidiaries of the Partnership and/or the General Partner) and the
repayment of obligations of the Partnership, the Property Owning
Partnerships and the Subsidiaries of the Partnership and any other Person
in which the Partnership has an equity investment, and the making of
capital contributions to the Property Owning Partnerships and the
Partnership's Subsidiaries;

                 (5)  the management, operation, expansion, development,
construction, leasing, landscaping, repair, alteration, demolition or
improvement of any real property or improvements owned by the Partnership
or any Subsidiary of the Partnership;

                 (6)  the negotiation, execution, and performance of any
contracts, conveyances or other instruments that the General Partner
considers useful or necessary to the conduct of the Partnership's
operations or the implementation of the General Partner's powers under this
Agreement, including (i) contracting with property managers, leasing
agents, contractors, developers, consultants, accountants, legal counsel,
other professional advisors and other agents, and (ii) the payment of such
related expenses and compensation out of the Partnership's assets;
















                                  24




                 (7)  the distribution of Partnership cash or other
Partnership assets in accordance with this Agreement;

                 (8)  holding, managing, investing and reinvesting cash
and other assets of the Partnership;

                 (9)  the collection and receipt of revenues and income
of the Partnership;

                 (10) the establishment of one or more divisions of the
Partnership, the selection and dismissal of employees of the Partnership
(including, without limitation, employees having titles such as
"president," "vice president," "secretary" and "treasurer" of the
Partnership), and agents, outside attorneys, accountants, consultants and
contractors of the Partnership, and the determination of their compensation
and other terms of employment or engagement;

                 (11) the maintenance of such insurance for the benefit
of the Partnership and the Partners as it deems necessary or appropriate;

                 (12) the formation of, or acquisition of an interest in,
and the contribution of property to, any further limited or general
partnerships, joint ventures or other relationships that it deems desirable
(including, without limitation, the acquisition of interests in, and the
contributions of property to, its Subsidiaries, the Property Owning
Partnerships and any other Person in which it has an equity investment from
time to time);

                 (13) the control of any matters affecting the rights and
obligations of the Partnership, including the settlement, compromise,
submission to arbitration or any other form of dispute resolution, or
abandonment of, any claim, cause of action, liability, debt or damages, due
or owing to or from the Partnership, the commencement or defense of suits,
legal proceedings, administrative proceedings, arbitration or other forms
of dispute resolution, and the representation of the Partnership in all
suits or legal proceedings, administrative proceedings, arbitrations or
other forms of dispute resolution, the incurring of legal expenses, and the
indemnification of any Person against liabilities and contingencies to the
extent permitted by law;

                 (14) the undertaking of any action in connection with
the Partnership's direct or indirect investment in its Subsidiaries, the 















                                  25




                      Property Owning Partnerships or any other Person
(including, without limitation, the contribution or loan of funds by the
Partnership to such Persons);

                 (15) the determination of the fair market value of any
Partnership property distributed in kind using such reasonable method of
valuation as the General Partner may adopt.

                 (16) the exercise, directly or indirectly, through any
attorney-in-fact acting under a general or limited power of attorney, of
any right, including the right to vote, appurtenant to any asset or
investment held by the Partnership;

                 (17) the exercise of any of the powers of the General
Partner enumerated in this Agreement on behalf of or in connection with any
Subsidiary of the Partnership, the Property Owning Partnerships or any
other Person in which the Partnership has a direct or indirect interest, or
jointly with any such Subsidiary or other Person;

                 (18) the exercise of any of the powers of the General
Partner enumerated in this Agreement on behalf of any Person in which the
Partnership does not have an interest pursuant to contractual or other
arrangements with such Person;

                 (19) the making, execution and delivery of any and all
deeds, leases, notes, mortgages, deeds of trust, security agreements,
conveyances, contracts, guarantees, warranties, indemnities, waivers,
releases or legal instruments or agreements in writing necessary or
appropriate, in the judgement of the General Partner, for the
accomplishment of any  of the foregoing;

                 (20) the issuance of additional Partnership Interests,
as appropriate, in connection with Capital Contributions by Additional
Limited Partners and additional Capital Contributions by Partners pursuant
to Article 5 hereof; and

                 (21) The opening of bank accounts on behalf of, and in
the name of, the Partnership and its Subsidiaries.

           B.    Each of the Limited Partners agrees that the General
Partner is authorized to execute, deliver and perform the above-mentioned
agreements and transactions on behalf of the Partnership without any
further act, approval or vote of the Partners (except as provided in
Section 8.1E), notwithstanding any other provision of this Agreement, to
the

















                                  26




fullest extent permitted under the Act or other applicable law, rule or
regulation.  The execution, delivery or performance by the General Partner
or the Partnership of any agreement authorized or permitted under this
Agreement shall not constitute a breach by the General Partner of any duty
that the General Partner may owe the Partnership or the Limited Partners or
any other Persons under this Agreement or of any duty stated or implied by
law or equity.

           C.    At all times from and after the date hereof, the General
Partner may cause the Partnership to establish and maintain at any and all
times working capital accounts and other cash or similar balances in such
amount as the General Partner, in its sole and absolute discretion, deems
appropriate and reasonable from time to time.

           D.    Except as provided in Section 8.1E, in exercising its
authority under this Agreement, the General Partner may, but shall be under
no obligation to, take into account the tax consequences to any Partner of
any action taken by it.  The General Partner and the Partnership shall not
have liability to a Limited Partner under any circumstances as a result of
an income tax liability to a Limited Partner under any circumstances as a
result of an income tax liability incurred by such Limited Partner as a
result of an action (or inaction) by the General Partner taken pursuant to
its authority under and in accordance with this Agreement.

           E.    Notwithstanding anything to the contrary set forth in
this Agreement, until the Approval Right Termination Date, the General
Partner shall not, without the prior written consent of the Upper Tier
Limited Partnership (which may be given or withheld in its sole and
absolute discretion) cause or permit (to the extent within the General
Partner's reasonable control) any Adverse Transaction to occur, provided
however that the General Partner shall be under no obligation to commence
litigation or to incur any expense (unless JMB LP shall fund such expense)
in order to avoid or prevent an Adverse Transaction from occurring.  In
addition, until the Approval Right Termination Date, the General Partner
shall not, without the prior written consent of the Upper Tier limited
Partnership (which may be given or withheld in its sole and absolute
discretion), have the power to take, on behalf of the Partnership as a
limited partner of the Property Owning Partnerships, the following actions:

                 1.   Consent to any Adverse Transaction (as such term is
defined in the Property Owning Partnership Agreements) pursuant to Section
6.1E of the Property Owning Partnership Agreements;

                 2.   Consent to the amendment of the Property Owning
Partnership Agreements in a manner that would be prohibited under Sections
15.1B and 15.1C hereof with respect to this Agreement; and

                 3.   Consent to the dissolution of the Property Owning
Partnerships pursuant to Section 11.1C of the Property Owning Partnership
Agreements.



















                                  27




           Section 8.2CERTIFICATE OF LIMITED PARTNERSHIP

           The General Partner has filed the Certificate with the
Secretary of State of Delaware as required by the Act.  The General Partner
shall use all reasonable efforts to cause to be filed such other
certificates or documents as may be reasonable and necessary or appropriate
for the formation, continuation, qualification and operation of a limited
partnership (or a partnership in which the limited partners have limited
liability) in the State of Delaware and any other state, or the District of
Columbia, in which the Partnership may elect to do business or own
property.  To the extent that such action is determined by the General
Partner to be reasonable and necessary or appropriate, the General Partner
shall file amendments to and restatements of the Certificate and do all of
the things to maintain the Partnership as a limited partnership (or a
partnership in which the limited partners have limited liability) under the
laws of the State of Delaware and each other state, or the District of
Columbia, in which the Partnership may elect to do business or own
property.  Subject to the terms of Section 9.5A(4) hereof, the General
Partner shall not be required, before or after filing, to deliver or mail a
copy of the Certificate or any amendment thereto to any Limited Partners.

           Section 8.3REIMBURSEMENT OF THE GENERAL PARTNER

           A.    Except as provided in this Section 8.3 and elsewhere in
this Agreement (including the provisions of Articles 6 and 7 regarding
distributions, payments, and allocations to which it may be entitled), the
General Partner shall not be compensated for its services as general
partner of the Partnership.

           B.    The General Partner, shall be reimbursed on a monthly
basis, or such other basis as it may determine in its sole and absolute
discretion, for all expenses that it incurs relating to the ownership and
operation of, or for the benefit of, the Partnership; provided, that the
amount of any such reimbursement shall be reduced by any interest earned by
the General Partner with respect to bank accounts or other instruments or
accounts of the Partnership held by it in its name.  Such reimbursement
shall be in addition to any reimbursement made as a result of
indemnification pursuant to Section 8.6 hereof.

           Section 8.4OUTSIDE ACTIVITIES OF THE GENERAL PARTNER

           A.    The General Partner shall devote such time and effort to
the business of the Partnership as the General Partner shall reasonably
deem necessary to promote adequately the interests of the Partnership and
the interests of the Partners; however, it is specifically understood and
agreed that the General Partner shall not be required to devote full time
to the business of the Partnership and that the Partners and their
respective stockholders, partners, directors, officers and affiliates may
at any time and from time to time engage in and possess interests in other
business ventures of any and every type and description, including, without
limitation, the ownership, operation, financing and management of real
estate, interests in real estate or real estate-related securities,
independently or with others which may be competitive 

















                                  28




with Partnership's business, and neither the Partnership nor any Partner
shall by virtue of this Agreement or otherwise have any right, title or
interest in or to such independent ventures.

           B.    The General Partner and any Affiliates of the General
Partner may acquire Limited Partner Interests and shall be entitled to
exercise all rights of Limited Partner relating to such Limited Partner
Interests.

           C.    The Partners shall be under no obligation to contribute
additional capital to the Partnership and the General Partner may raise
additional capital without any obligation to contribute it to the
Partnership.


           Section 8.5CONTRACTS WITH AFFILIATES

           A.    The Partnership may lend or contribute funds or other
assets to its Subsidiaries or other Persons in which it has an equity
investment and such Persons may borrow funds from the Partnership, on terms
and conditions established in the sole and absolute discretion of the
General Partner.  The foregoing authority shall not create any right or
benefit in favor of any Subsidiary or any other Person.

           B.    Except as provided in Section 8.1E, the Partnership may
Transfer assets to joint ventures, other partnerships, corporations or
other business entities in which it is or thereby becomes a participant
upon such terms and subject to such conditions consistent with this
Agreement and applicable law as the General Partner, in its sole and
absolute discretion, believes are advisable.

           C.    The General Partner, in its sole and absolute discretion
and without the approval of the Limited Partners, may propose and adopt, on
behalf of the Partnership, employee benefit plans, stock option plans, and
similar plans funded by the Partnership for the benefit of employees of the
General Partner, the Partnership, Subsidiaries of the Partnership or any
Affiliate of any of them in respect of services performed, directly or
indirectly, for the benefit of the Partnership, the General Partner, or any
Subsidiaries of the Partnership.

           D.    The General Partner is expressly authorized to enter
into, in the name and on behalf of the Partnership, a "right of first
opportunity" or "right of first offer" arrangement, non-competition
agreements and other conflict avoidance agreements with various Affiliates
of the Partnership and the General Partner, on such terms as the General
Partner, in its sole and absolute discretion, believes are advisable.

           Section 8.6INDEMNIFICATION

           A.    To the fullest extent permitted by Delaware law, the
Partnership shall indemnify each Indemnitee from and against any and all
losses, claims, damages, liabilities, 


















                                  29




joint or several, expenses (including, without limitation, reasonable
attorneys' fees and other legal fees and expenses), judgments, fines,
settlements, and other amounts arising from any and all claims, demands,
actions, suits or proceedings, civil, criminal, administrative or
investigative, that relate to the operations of the Partnership or the
General Partner as set forth in this Agreement, in which such Indemnitee
may be involved, or is threatened to be involved, as a party or otherwise,
except to the extent it is finally determined by a court of competent
jurisdiction, from which no further appeal may be taken, that such
Indemnitee's action constituted intentional acts or omissions constituting
willful misconduct or fraud.  Without limitation, the foregoing indemnity
shall extend to any liability of any Indemnitee, pursuant to a loan
guaranty or otherwise for any indebtedness of the Partnership, the Property
Owning Partnerships or any Subsidiary of the Partnership (including,
without limitation, any indebtedness which the Partnership, the Property
Owning Partnerships or any Subsidiary of the Partnership has assumed or
taken subject to), and the General Partner is hereby authorized and
empowered, on behalf of the Partnership, to enter into one or more
indemnity agreements consistent with the provisions of this Section 8.6 in
favor of any Indemnitee having or potentially having liability for any such
indebtedness.  Any indemnification pursuant to this Section 8.6 shall be
made only out of the assets of the Partnership, and neither the General
Partner nor any Limited Partner shall have any obligation to contribute to
the capital of the Partnership, or otherwise provide funds, to enable the
Partnership to fund its obligations under this Section 8.6.

           B.    Reasonable expenses incurred by an Indemnitee who is a
party to a proceeding shall be paid or reimbursed by the Partnership in
advance of the final disposition of the proceeding.

           C.    The indemnification provided by this Section 8.6 shall be
in addition to any other rights to which an Indemnitee or any other Person
may be entitled under any agreement, pursuant to any vote of the Partners,
as a matter of law or otherwise, and shall continue as to an Indemnitee who
has ceased to serve in such capacity unless otherwise provided in a written
agreement pursuant to which such Indemnities are indemnified.

           D.    The Partnership may, but shall not be obligated to,
purchase and maintain insurance, on behalf of the Indemnities and such
other Persons as the General Partner shall determine, against any liability
that may be asserted against or expenses that may be incurred by such
Person in connection with the Partnership's activities, regardless of
whether the Partnership would have the power to indemnify such Person
against such liability under the provisions of this Agreement.

           E.    For purposes of this Section 8.6, the Partnership shall
be deemed to have requested an Indemnitee to serve as fiduciary of an
employee benefit plan whenever the performance by such Indemnitee of its
duties to the Partnership also imposes duties on, or otherwise involves
services by, such Indemnitee to the plan or participants or beneficiaries
of the plan; excise taxes assessed on an Indemnitee with respect to an
employee benefit plan pursuant to applicable law shall constitute fines
within the meaning of this Section 8.6; and 

















                                  30




actions taken or omitted by the Indemnitee with respect to an employee
benefit plan in the performance of its duties for a purpose reasonably
believed by it to be in the interest of the participant and beneficiaries
of the plan shall be deemed to be for a purpose which is not opposed to the
best interests of the Partnership.

           F.    In no event may an Indemnitee subject any of the Partners
to personal liability by reason of the indemnification provisions set forth
in this Agreement.

           G.    An Indemnitee shall not be denied indemnification in
whole or in part under this Section 8.6 because the Indemnitee had an
interest in the transaction with respect to which the indemnification
applies if the transaction was otherwise permitted by the terms of this
Agreement.

           H.    The provisions of this Section 8.6 are for the benefit of
the Indemnities, their heirs, successors, assigns and administrators and
shall not be deemed to create any rights for the benefit of any other
Persons.  Any amendment, modification or repeal of this Section 8.6 or any
provision hereof shall be prospective only and shall not in any way affect
the Partnership's liability to any Indemnitee under this Section 8.6, as in
effect immediately prior to such amendment, modification, or repeal with
respect to claims arising from or relating to matters occurring, in whole
or in part, prior to such amendment, modification or repeal, regardless of
when such claims may arise or be asserted.

           Section 8.7LIABILITY OF THE GENERAL PARTNER

           A.    Notwithstanding anything to the contrary set forth in
this Agreement, the General Partner and its officers and directors shall
not be liable for monetary damages to the Partnership, any Partners or any
Assignees for losses sustained or liabilities incurred as a result of
errors in judgement or of any act or omission if the General Partner acted
in good faith; PROVIDED, HOWEVER, the foregoing shall not be deemed to
exculpate the General Partner from any liability the General Partner may
have under the GP Contribution Agreement.

           B.    The Limited Partners expressly acknowledge that the
General Partner is acting on behalf of the Partnership and the stockholders
of the General Partner collectively, that the General Partner, subject to
the provisions of Section 8.1E hereof, is under no obligation to consider
the separate interest of the Limited Partners in deciding whether to cause
the Partnership to take (or decline to take) any actions, and that the
General Partner shall not be liable for monetary damages for losses
sustained, liabilities incurred, or benefits not derived by Limited
Partners in connection with such decisions, provided that the General
Partner has acted in good faith.  With respect to any indebtedness of the
Partnership which any Limited Partner may have guaranteed, the General
Partner shall have no duty to keep such indebtedness outstanding.

           C.    Subject to its obligations and duties as General Partner
set forth in Section 8.1A hereof, the General Partner may exercise any of
the powers granted to it by this 
















                                  31




Agreement and perform any duties imposed upon it hereunder either directly
or by or through its agent.  The General Partner shall not be responsible
for any misconduct or negligence on the part of any such agent appointed by
the General Partner in good faith.

           Section 8.8OTHER MATTERS CONCERNING THE GENERAL PARTNER

           A.    The General Partner may rely and shall be protected in
acting, or refraining from acting, upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
bond, debenture, or other paper or document believed by it in good faith to
be genuine and to have been signed or presented by the proper party or
parties.

           B.    The General Partner may consult with legal counsel,
accountants, appraisers, management consultants, investment bankers,
architects, engineers, environmental consultants and other consultants and
advisers selected by it, and any act taken or omitted to be taken in
reliance upon the advice or opinion of such Persons as to matters which
such General Partner reasonably believes to be within such Person's
professional or expert competence shall be conclusively presumed to have
been done or omitted in good faith and in accordance with such advice or
opinion.

           C.    The General Partner shall have the right, in respect of
any of its powers or obligations hereunder, to act through any of its duly
authorized officers and duly appointed attorneys-in-fact.  Each such
attorney shall, to the extent provided by the General Partner in the power
of attorney, have full power and authority to do and perform all and every
act and duty which is permitted or required to be done by the General
Partner hereunder.

           D.    Notwithstanding any other provisions of this Agreement
(other than Section 8.1E) or the Act, any action of the General Partner on
behalf of the Partnership or any decision of the General Partner to refrain
from acting on behalf of the Partnership, undertaken in the good faith
belief that such action or omission is necessary or advisable in order (i)
to protect the ability of the General Partner to continue to qualify as a
REIT; or (ii) to avoid the General Partner incurring any taxes under
Section 857 or Section 4981 of the Code, is expressly authorized under this
Agreement and is deemed approved by all of the Limited Partners.

           Section 8.9TITLE TO PARTNERSHIP ASSETS

           Title to Partnership assets, whether real, personal or mixed
and whether tangible or intangible, shall be deemed to be owned by the
Partnership as an entity, and no Partner, individually or collectively,
shall have any ownership interest in such Partnership assets or any portion
thereof.  Title to any or all of the Partnership assets may be held in the
name of the Partnership, the General Partner or one or more nominees, as
the General Partner may determine, including Affiliates of the General
Partner.  The General Partner hereby declares and warrants that any
Partnership asset for which legal title is held in the name of the 

















                                  32




General Partner or any nominee or Affiliate of the General Partner shall be
held by the General Partner for the use and benefit of the Partnership in
accordance with the provisions of this Agreement; provided, that the
General Partner shall use its best efforts to cause beneficial and record
title to such assets to be vested in the Partnership as soon as reasonably
practicable.  All Partnership assets shall be recorded as the property of
the Partnership in its books and records, irrespective of the name in which
legal title to such Partnership assets is held.

           Section 8.10     RELIANCE BY THIRD PARTIES

           Notwithstanding anything to the contrary in this Agreement, any
Person dealing with the Partnership shall be entitled to assume that the
General Partner has full power and authority, without consent or approval
of any other Partner or Person, to encumber, sell or otherwise use in any
manner any and all assets of the Partnership and to enter into any
contracts on behalf of the Partnership, and take any and all actions on
behalf of the Partnership, and such Person shall be entitled to deal with
the General Partner as if the General Partner were the Partnership's sole
party in interest, both legally and beneficially.  Each Limited Partner
hereby waives any and all defenses or other remedies which may be available
against such Person to contest, negate or disaffirm any action of the
General Partner in connection with any such dealing.  In no event shall any
Person dealing with the General Partner or its representatives be obligated
to ascertain that the terms of this Agreement have been complied with or to
inquire into the necessity or expedience of any act or action of the
General Partner or its representatives.  Each and every certificate,
document or other instrument executed on behalf of the Partnership by the
General Partner or its representatives shall be conclusive evidence in
favor of any and every Person relying thereon or claiming thereunder that
(i) at the time of the execution and delivery of such certificate, document
or instrument, this Agreement was in full force and effect; (ii) the Person
executing and delivering such certificate, document or instrument was duly
authorized and empowered to do so for and on behalf of the Partnership; and
(iii) such certificate, document or instrument was duly executed and
delivered in accordance with the terms and provisions of this Agreement and
is binding upon the Partnership.

                               ARTICLE 9
              RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

           Section 9.1LIMITATION OF LIABILITY

           The Limited Partners shall have no liability under this
Agreement except as expressly provided in this Agreement, including Section
11.5 hereof, or under the Act.
























                                  33




           Section 9.2MANAGEMENT OF BUSINESS

           No Limited Partner or Assignee (other than the General Partner,
any of its Affiliates or any officer, director, employee, agent or trustee
of the General Partner, the Partnership or any of their Affiliates, in
their capacity as such) shall take part in the operation, management or
control (within the meaning of the Act) of the Partnership's business,
transact any business in the Partnership's name or have the power to sign
documents for or otherwise bind the Partnership.  The transaction of any
such business by the General Partner, any of its Affiliates or any officer,
director, employee, partner, agent or trustee of the General Partner, the
Partnership or any of their Affiliates, in their capacity as such, shall
not affect, impair or eliminate the limitations on the liability of the
Limited Partners or Assignees under this Agreement.

           Section 9.3OUTSIDE ACTIVITIES OF LIMITED PARTNERS

           Subject to any agreements entered into pursuant to Section 8.5
hereof and any other agreements entered into by a Limited Partner or its
Affiliates with the Partnership or any of its Subsidiaries, any Limited
Partner and any officer, director, partner, employee, agent, trustee,
Affiliate or shareholder of any Limited Partner shall be entitled to and
may have business interests and engage in business activities in addition
to those relating to the Partnership or that are enhanced by the activities
of the Partnership.  Neither the Partnership nor any Partners shall have
any rights by virtue of this Agreement in any business ventures of any
Limited Partner or Assignee.  None of the Limited Partners nor any other
Person shall have any rights by virtue of this Agreement or the Partnership
relationship established hereby in any business ventures of any other
Person and such Person shall have no obligation pursuant to this Agreement
to offer any interest in any such business ventures to the Partnership, any
Limited Partner or any such other Person, even if such opportunity is of a
character which, if presented to the Partnership, any Limited Partner or
such other Person, could be taken by such Person.

           Section 9.4RETURN OF CAPITAL

           No Limited Partner shall be entitled to the withdrawal or
return of its Capital Contribution, except to the extent of distributions
made pursuant to this Agreement or upon termination of the Partnership as
provided herein.  Except to the extent provided by Exhibit A, or as
otherwise expressly provided in this Agreement, no Limited partner or
Assignee shall have priority over any other Limited Partner or Assignee,
either as to the return of Capital Contributions or as to profits, losses
or distributions.

























                                  35




           Section 9.5RIGHTS OF LIMITED PARTNERS RELATING TO THE
PARTNERSHIP

           A.    In addition to the other rights provided by this
Agreement or by the Act, and except as limited by Section 9.5B hereof, each
Limited Partner shall receive from the Partnership the following:

                 (1)  copies of all annual and quarterly reports of the
Partnership;

                 (2)  a copy of the Partnership's federal, state, and
local income tax returns for each Partnership Year; and

                 (3)  a copy of this Agreement and the Certificate and
all amendments and/or restatements thereto, together with executed copies
of all powers of attorney pursuant to which this Agreement, the Certificate
and all amendments and/or restatements thereto have been executed.

           B.    In addition, each Limited Partner shall have the right,
for a purpose reasonably related to such Limited Partner's interest as a
limited partner in the Partnership, upon written demand with a statement of
the purpose of such demand:

                 (1)  to obtain a current list of the name and last known
business, residence or mailing address of each Partner; and

                 (2)  to obtain true and full information regarding the
amount of cash and a description and statement of any other property or
services contributed by each Partner and which each Partner has agreed to
contribute in the future, and the date on which each became a Partner.

           C.    Notwithstanding any other provision of this Section 9.5,
the General Partner may keep confidential from the Limited Partners, for
such period of time as the General Partner determines in its sole and
absolute discretion to be reasonable, any information (other than
information partners of the Limited Partners require in order to comply
with law, including making proper tax filings) that (i) the General Partner
reasonably believes to be in the nature of trade secrets or other
information, the disclosure of which the General Partner in good faith
believes is not in the best interests of the Partnership or could damage
the Partnership or its business; or (ii) the Partnership is required by law
or by agreements with an unaffiliated third party to keep confidential.






















                                  36




                              ARTICLE 10
                BOOKS, RECORDS, ACCOUNTING AND REPORTS

           Section 10.1     RECORDS AND ACCOUNTING

           The General Partner shall keep or cause to be kept at the
principal office of the Partnership those records and documents required to
be maintained by the Act and other books and records deemed by the General
Partner to be appropriate with respect to the Partnership's business,
including, without limitation, all books and records necessary to comply
with applicable REIT Requirements and to provide to the Limited Partners
any information, lists and copies of documents required to be provided
pursuant to Section 9.5A and 10.3 hereof.  Any records maintained by or on
behalf of the Partnership in the regular course of its business may be kept
on, or be in the form of, punch cards, magnetic tape, photographs,
micrographics or any other information storage device, provided that the
records so maintained are convertible into clearly legible written form
within a reasonable period of time.  The books of the Partnership shall be
maintained, for financial and tax reporting purposes, on an accrual basis
in accordance with generally accepted accounting principles, or such other
basis as the General Partner determines to be necessary or appropriate.

           Section 10.2     FISCAL YEAR

           The fiscal year of the Partnership shall be the calendar year.

           Section 10.3     REPORTS

           A.    As soon as practicable, but in no event later than ninety
(90) days after the close of each Partnership Year, the General Partner
shall cause to be mailed to each Limited Partner as of the close of the
Partnership Year, an annual report containing financial statements of the
Partnership, or of the General Partner if such statements are prepared
solely on a consolidated basis with the General Partner, for such
Partnership Year, presented in accordance with GAAP, such statements to be
audited by Deloitte & Touche LLP or another nationally recognized firm of
independent public accountants selected by the General Partner and, until
the Approval Right Termination Date, reasonably acceptable to JMB LP,
provided that the failure of JMB LP to approve a public accountant shall
not be deemed to be unreasonable if such accountant fails to confirm in
writing to the Partnership and JMB LP that it will follow the allocations
of Partnership non-recourse liabilities as provided herein.

           B.    As soon as practicable, but in no event later than forty-
five (45) days after the close of each calendar quarter (except the last
calendar year of each calendar year), the General Partner shall cause to be
mailed to each Limited Partner a report containing unaudited financial
statements as of the last day of the calendar quarter of the Partnership,
or of the General Partner, if such statements are prepared solely on a
consolidated basis with the General Partner, and such other information as
may be required by applicable law or regulation, or as the General Partner
determines to be appropriate.


















                                  37




                              ARTICLE 11
                              TAX MATTERS

           Section 11.1     PREPARATION OF TAX RETURNS

           The General Partner shall arrange for the preparation and
timely filing by the Partnership's accountants of all returns of
Partnership income, gains, deductions, losses and other items required of
the Partnership for federal and state income tax purposes and shall use all
reasonable efforts to furnish, within sixty (60) days of the close of each
taxable year, the tax information reasonably required by Limited Partners
for federal and state income tax reporting purposes.  The Upper Tier
Limited Partnership and JMB LP, as a partner therein, shall be entitled to
confer with such accountants concerning all tax matters.

           Section 11.2     TAX ELECTIONS

           Except as otherwise provided herein, the General Partner shall,
in its sole and absolute discretion, determine whether to make any
available election pursuant to the Code.  In addition, the Upper Tier
Limited Partnership will have full and exclusive authority with respect to
those matters reserved to the Limited Partner (as such term is defined in
the Property Owning Partnership Agreements) under Section 10.8 of each of
the Property Owning Partnership Agreements.  The General Partner shall
elect the "remedial method" of making Section 704(c) allocations pursuant
to Regulations Section 1.704-3 with respect to property contributed
pursuant to the LP Contribution Agreement shall not make the election under
Section 754 of the Code prior to January 1, 1997, unless otherwise
requested by the Limited Partner and in the event of any such request, the
General Partner shall comply with the request of the Limited Partner as to
the making of 704(c) allocations and the making (or revocation) of a
Section 754 election.  The General Partner shall have the right to seek to
revoke any tax election it makes (other than (i) the election to use the
remedial method making the Section 704(c) allocations described in this
Section 11.2 or another method of making Section 704(c) allocations
requested by the Limited Partner and (ii) the election under Section 754 of
the Code), upon the General Partner's determination, in its sole and
absolute discretion, that such revocation is in the best interests of the
Partners.

           Section 11.3     TAX MATTERS PARTNER

           A.    The General Partner shall be the "tax matters partner" of
the Partnership (within the meaning of Section 6231(a)(7) of the Code) and
shall exercise such position on a reasonable basis and in accordance with
Sections 8.1D and 8.1E.  Pursuant to Section 6230(3) of the Code, upon
receipt of notice from the Internal Revenue Service of the beginning of an
administrative proceeding with respect to the Partnership, the tax matters
partner shall furnish the Internal Revenue Service with the name, address,
taxpayer identification number, and profit interest of each of the Limited
Partners and the Assignees; provided, that such information is provided to
the Partnership by the Limited Partners and the Assignees.


















                                  38




           B.    The taking of any action and the incurring of any expense
by the law matters partner in connection with any such proceeding, except
to the extent required by law, is a matter in the sole and absolute
discretion of the tax matters partner and the provisions relating to
indemnification of the General Partner set forth in Section 8.6 of this
Agreement shall be fully applicable to the tax matters partner in its
capacity as such.

           C.    The tax matters partner shall receive no compensation for
its services.  All third party costs and expenses incurred by the tax
matters partner in performing its duties as such (including legal and
accounting fees and expenses) shall be borne by the Partnership.  Nothing
herein shall be construed to restrict the Partnership from engaging an
accounting firm to assist the tax matters partner in discharging its duties
hereunder, so long as the compensation paid by the Partnership for such
services is reasonable.

           Section 11.4     ORGANIZATIONAL EXPENSES

           The Partnership shall elect to deduct expenses, if any,
incurred by it in organizing the Partnership ratably over a sixty (60)
month period as provided in Section 709 of the Code.

           Section 11.5     WITHHOLDING

           Each Limited Partner hereby authorizes the Partnership to
withhold from such Limited Partner any amount of federal, state, local, or
foreign taxes that the General Partner determines that the Partnership is
required to withhold or pay with respect to any amount distributable or
allocable to such Limited Partner pursuant to this Agreement, including,
without limitation, any taxes required to be withheld or paid by the
Partnership pursuant to Sections 1441, 1442, 1445, or 1446 of the Code. 
Any amounts withheld shall be treated as having been distributed to such
Limited Partner.



                              ARTICLE 12
                       TRANSFERS AND WITHDRAWALS

           Section 12.1     TRANSFER

           A.    The term "Transfer," when used in this Article 12 with
respect to a Partnership Interest, shall be deemed to refer to a
transaction by which the General Partner purports to assign all or any part
of its General Partner Interest to another Person or by which a Limited
Partner purports to assign all or any part of its Limited Partner Interest
to another Person.

           B.    No Partnership Interest shall be Transferred, in whole or
in part, except in accordance with the terms and conditions set forth in
this Article 12.  Any Transfer or 


















                                  39




purported Transfer of a Partnership Interest not made in accordance with
this Article 12 shall be null and void.

           C.    Subject to any provisions of this Agreement relating to
Adverse Transactions, the General Partner shall have the right to Transfer
its Partnership Interest in its sole discretion.

           Section 12.2     GENERAL PARTNER'S PURCHASE RIGHT; LIMITED
PARTNER'S PUT RIGHTS.

           A.    The General Partner shall have the continuing right the
("PURCHASE RIGHT"), exercisable at any time on or after the earliest of (i)
the Default Date (as hereinafter defined), (ii) January 2, 2001 and (iii)
the date on which JMB LP no longer holds any partnership interest in the
Upper Tier Limited Partnership, to acquire or cause its designee to acquire
the Partnership Interest of the Limited Partner, free and clear of any
liens, restrictions and encumbrances (other than those set forth in this
Agreement), for an amount (the "PURCHASE PRICE AMOUNT") equal to the
greater of (x) the amount that would be distributed to the Limited Partner
pursuant to Section 14.2 of this Agreement (after repaying all debt
encumbering the Properties) if the Properties were sold (and all proceeds
therefrom were distributed to the Property Owning Partnerships' partners in
accordance with the Property Owning Partnership Agreements) for a cash
amount equal to the quotient of (A) the product of two times the
Properties' Net Operating Income for the period of January 1, 2000 through
June 30, 2000 and (B) 0.12, and (y) $100. If the exercise of the Purchase
Right is prior to January 2, 2001 pursuant to clause (i) or (iii) above,
then the amount to be calculated under clause (A) above shall be calculated
in the manner provided in clause (A) of paragraph C below.  The Purchase
Right shall be exercised upon fifteen (15) business days' prior written
notice (the "PURCHASE RIGHT NOTICE") from the General Partner to the
Limited Partner (which shall not be delivered before fifteen (15) business
days prior to January 2, 2001 or an earlier Default Date) and shall be
consummated, without any action on the part of the Limited Partner, on the
fifteenth business day following delivery of the Purchase Right Notice. 
The Limited Partner hereby constitutes and appoints the General Partner and
its authorized officers and attorneys-in-fact, in each case with full power
of substitution, as its true and lawful agent and attorney-in-fact, with
full power and authority in its name, place and stead to execute, swear to,
acknowledge, deliver, file and record all certificates, documents, and
other instruments in order to effectuate the transfer pursuant to the
Purchase Right and the Put Right (as hereinafter defined).

           B.    JMB LP shall concurrently herewith (i) cause the JMB
Indemnitors to execute and deliver to the General Partner the JMB
Indemnity, and (ii) deliver to the General Partner a marketable security in
form and substance acceptable to the General Partner which will be
guaranteed by the full faith and credit of the United States of America and
which will have a market value as of January 2, 2001 of $10,000,000 (the
"JMB COLLATERAL").  The General Partner shall hold the JMB Collateral in
accordance with the terms hereof and JMB LP hereby grants to the General
Partner a first priority perfected security interest therein and agrees to
take such actions as the General Partner may reasonably request to ratify,
confirm
















                                  40




and continue such security interest.  JMB LP shall be charged with all
income accrued under the JMB Collateral prior to its liquidation and
application by the General Partner in accordance herewith.  The General
Partner may, at its election, liquidate the JMB Collateral and hold or
distribute the proceeds thereof free and clear of any interest of JMB LP
and demand payment under the JMB Indemnity if (1) JMB LP or any of its
officers, directors, partners, stockholders, agents or affiliates
(collectively, the "CONTROLLED ENTITIES") intentionally interferes with,
impedes or prevents (including, without limitation, the filing by JMB LP of
a voluntary petition under the Bankruptcy Code or any other federal or
state bankruptcy or insolvency statute or any Controlled Entity joining an
involuntary petition against JMB LP under the Bankruptcy Code or such other
statute) (x) the exercise by the General Partner of the Purchase Right or
(y) any disposition, mortgage, pledge, encumbrance, hypothecation or
exchange of the Properties by the Property Owning Partnerships or the
Property Owning Partnership Interests by the Partnership or the merger or
other combination of the Property Owning Partnerships or the Partnership
with or into another entity, in accordance with the terms of this
Agreement, provided that such disposition, mortgage, pledge, encumbrance,
hypothecation, exchange, merger or other combination does not constitute an
Adverse Transaction ("PROHIBITED ACTION") and (2) the Prohibited Action is
not revoked or rescinded within sixty (60) days after notice by the
indemnitee thereunder to the JMB Indemnitors so as to permit the
consummation of the transaction described in clause (x) or (y) above
unimpeded by any action by JMB LP or any of the Controlled Entities.  If
JMB LP shall take a Prohibited Action (the date of such Prohibited Action
being the "DEFAULT DATE"), the General Partner shall have the continuing
right at any time after the Default Date to exercise the Purchase Right
pursuant to Section 12.2A.  The General Partner shall deliver the JMB
Collateral to JMB LP upon the expiration of the preference period under
Section 547 of the Bankruptcy Code following (A) the transfer of the
interest of JMB LP to or at the direction of the general partner of the
Limited Partner pursuant to JMB's put right contained in the Agreement of
Limited Partnership of the Limited Partner, (B) the transfer of the
interest of the Limited Partner pursuant to the Purchase Right or the Put
Right, (C) a sale of the Properties by the Properties by the Property
Owning Partnerships or a transfer of the Property Owning Partnership
Interests by the Partnership to the extent permitted under the terms of
this Agreement, in each case without JMB LP or any other Controlled Entity
having taken any Prohibited Action, or (D) receipt by the General Partner
of all amounts payable under the JMB Indemnity following the occurrence of
a Prohibited Action.  The General Partner's right to apply the proceeds of
the JMB Collateral as provided herein shall be reduced on a dollar for
dollar basis to the extent the General Partner receives payments from the
JMB Indemnitors under the JMB Indemnity in excess of $15,000,000.

           C.    The Limited Partner shall have the continuing right (the
"PUT RIGHT") exercisable at any time to require the General Partner to
purchase the Partnership Interest of the Limited Partner, free and clear of
all liens, restrictions, and encumbrances (other than those set forth in
the Agreement) for a cash amount (the "PUT PRICE") equal to the greater of
(x) the amount that would be distributed to the Limited Partner pursuant to
Section 14.2 of this Agreement (after repaying all debt encumbering the
Property) if the Property were sold for a cash amount equal to the quotient
of (A) the Property's Net Operating Income for the 















                                  40




period provided in the last sentence of this paragraph C and (B) 0.12, and
(y) $100.  The Put Right shall be exercised by the Limited Partner upon
fifteen (15) days prior written notice (the "PUT RIGHT NOTICE") to the
General Partner and shall be consummated, without any action on the part of
the Limited Partner exercises the Put Right, the Put Price shall be
calculated based on the Property's Net Operating Income for the immediately
preceding calendar year.

           D.    In connection with the exercise of either the Purchase
Right or the Purchase Right, the Limited Partner shall pay all transfer
taxes, gain taxes and other similar costs related to the exercise of such
rights, including, in the case of the Put Right, any additional transfer
taxes and transfer gains taxes which would be retroactively assessed with
respect to the transfer of the Properties to the Property Owning
Partnerships pursuant to the Plan by reason of the exercise of the Put
Right.

           Section 12.3     TRANSFER OF THE GENERAL PARTNER INTEREST

           A.    The General Partner may Transfer all or any part of its
General Partner Interest or withdraw as General Partner, in its sole
discretion and without the consent of any Limited Partners; provided that
the General Partner may withdraw as general partner only in connection with
a Transfer of its General Partner Interest and immediately following the
admission of a successor General Partner, as general partner, in accordance
with Article 13 hereof.

           B.    In the event the General Partner withdraws as general
partner in accordance with clause A. above, its Partnership Interest shall
immediately be converted into a Limited Partner Interest and the General
Partner shall be entitled to receive distributions from the Partnership and
the share of Net Income, Net Losses, any other items, gain, loss, deduction
and credit that were otherwise attributable to its General Partner
Interest.

           Section 12.4     LIMITED PARTNERS' RIGHTS TO TRANSFER

           A Limited Partner may Transfer such Limited Partner's Limited
Partner Interests only with the prior written consent of the General
Partner, which may be withheld in the sole and absolute discretion of the
General Partner.   Any such attempted or actual Transfer by a Limited
Partner to any Person without the approval of the General Partner shall be
null and void AB INITIO  and of no force and effect.

           Section 12.5     SUBSTITUTED LIMITED PARTNERS

           A.    The General Partner shall have the right to consent to
the admission of a transferee who receives Limited Partner Interests
pursuant to Section 12.4, which consent may be given or withheld by the
General Partner in its sole and absolute discretion.  The General 




















                                  41




Partner's failure or refusal to permit such transferee to become a
Substituted Limited Partner shall not give rise to any cause of action
against the Partnership or any Partner.

           B.    A transferee who has been admitted as a Substituted
Limited Partner in accordance with this Article 12 shall have all the
rights and powers and be subject to all the restrictions and liabilities of
a Limited Partner under this Agreement.

           C.    No Permitted Transferee will be admitted as a Substituted
Limited unless (i) such transferee has furnished to the General Partner (a)
evidence of acceptance in form satisfactory to the General Partner of all
of the terms and conditions of this Agreement, including, without
limitation, the power of attorney granted in Section 3.4 and 12.2(A) hereof
and (b) such other documents or instruments as may be required in the
reasonable discretion of the General Partner in order to effect such
Person's admission as a Substituted Limited Partner and (ii) the General
Partner has consented to such admission in accordance with Section 12.5A.
Upon the admission of a Substituted Limited Partner, the General Partner
shall amend Exhibit B to reflect the name, address and Limited Partner
Interests of such Substituted Limited Partner and to eliminate or adjust,
if necessary, the name, address and interest of the predecessor of such
Substituted Limited Partner.

           Section 12.6     INTENTIONALLY OMITTED

           Section 12.7     GENERAL PROVISIONS

           A.    No Limited Partner may withdraw from the Partnership
other than as a result of a permitted Transfer of all of such Limited
Partner's Limited Partner Interests in accordance with this Article 12.

           B.    Any Limited Partner who shall Transfer all of its Limited
Partner Interests in a Transfer permitted pursuant to this Article 12 shall
cease to be a Limited Partner upon the admission of all Assignees of such
Limited Partner Interests as Substituted Limited Partners.

           C.    Without the consent of the General Partner, transfers
pursuant to this Article 12 may only be made as of the first day of a
fiscal quarter of the Partnership.

           D.    If any Partnership Interest is transferred or assigned
during the Partnership's fiscal year in compliance with the provisions of
this Article 12 on any day other than the first day of a Partnership Year,
then Net Income, Net Losses, each item thereof and all other items
attributable to such interest for such Partnership Year shall be divided
and allocated between the transferor Partner and the transferee Partner by
taking into account their varying interests during the Partnership Year in
accordance with Section 706(d) of the Code, using the interim closing of
the books method.  Solely for purposes of making such allocations, each of
such items for the calendar 



















                                  42




month in which the Transfer or assignment occurs shall be allocated to the
transferee Partner, and none of such items for the calendar month in which
an exchange occurs shall be allocated to the exchanging Partner, provided,
however, that the General Partner may adopt such other conventions relating
to allocations in connection with transfers, assignments, or exchanges as
it determines are necessary or appropriate.  All distributions of Available
Cash attributable to such Limited Partner Interests with respect to which
the partnership Record Date is before the date of such transfer,
assignment, or exchange shall be made to the transferor Partner or the
exchanging Partner, as the case may be, and in the case of a Transfer or
assignment other than an exchange, all distributions of Available Cash
thereafter attributable to such Limited Partner Interests shall be made to
the transferee Partner.



                              ARTICLE 13
                         ADMISSION OF PARTNERS


           Section 13.1     ADMISSION OF SUCCESSOR GENERAL PARTNER

           A successor to all of the General Partner Interest pursuant to
Section 12 hereof who is proposed to be admitted as a successor General
Partner shall be admitted to the Partnership as the General Partner,
effective immediately prior to such transfer.  Any such transferee shall
carry on the business of the Partnership without dissolution.  In each
case, the admission shall be subject to the successor General Partner
executing and delivering to the Partnership an acceptance of all of the
terms and conditions of this Agreement and such other documents or
instruments as may be required to effect the admission.  In the case of
such admission on any day other than the first day of a Partnership Year,
all items attributable to the General Partner Interest for such Partnership
Year shall be allocated between the transferring General Partner and such
successor as provided in Section 12.7D hereof.

           Section 13.2     ADMISSION OF ADDITIONAL LIMITED PARTNERS

           A.    After the admission to the Partnership of the initial
Limited Partner on the Effective Date, a Person who makes a Capital
Contribution to the Partnership in accordance with this Agreement shall be
admitted to the Partnership as an Additional Limited Partner only upon
furnishing to the General Partner (i) evidence of acceptance in form
satisfactory to the General Partner of all of the terms and conditions of
this Agreement, including, without limitation, the power of attorney
granted in Section 3.4 and, if applicable, 12.2(A) hereof and (ii) such
other documents or instruments as may be required in the discretion of the
General Partner in order to effect such Person's admission as an Additional
Limited Partner.

           B.    Notwithstanding anything to the contrary in this Section
13.2, no Person shall be admitted as an Additional Limited Partner without
the consent of the General Partner, which consent may be given or withheld
in the General Partner's sold and absolute discretion.  The admission of
any Person as an Additional Limited Partner shall become effective on the















                                  43




date upon which the name of such Person is recorded on the books and
records of the Partnership the consent of the General Partner to such
admission.

           C.    If any Additional Limited Partner is admitted to the
Partnership on any day other than the first day of a Partnership Year, then
Net Income, Net Losses, each item thereof and all other items allocable
among Partners and Assignees for such Partnership Year shall be allocated
among such Additional Limited Partner and all other Partners and Assignees
by taking into account their varying interests during the Partnership Year
in accordance with Section 706(d) of the Code, using the interim closing of
the books method.  Solely for purposes of making such allocations, each of
such items for the calendar month in which an admission of any Additional
Limited Partner occurs shall be allocated among all of the Partners and
Assignees, including such Additional Limited Partner.  All distributions of
Available Cash with respect to which the Partnership Record Date is Before
the date of such admission shall be made solely to Partners and Assignees,
other than the Additional Limited Partner, and all distributions of
Available Cash thereafter shall be made to all of the Partners and
Assignees, including such Additional Limited Partner.

           Section 13.3     AMENDMENT OF AGREEMENT AND CERTIFICATE OF
LIMITED PARTNERSHIP

           For the admission to the Partnership of any Partner, the
General Partner shall take all steps necessary and appropriate under the
Act to amend the records of the Partnership and, if necessary, to prepare
as soon as practical an amendment of this Agreement (including, if
applicable, amendments of Exhibits A and B) and, if required by law, shall
prepare and file an amendments to the Certificate and may for this purpose
exercise the power of attorney granted pursuant to Section 3.4 hereof.



                              ARTICLE 14
               DISSOLUTION, LIQUIDATION AND TERMINATION

           Section 14.1     DISSOLUTION

           The Partnership shall not be dissolved by the admission of
Substituted Limited Partners or Additional Limited Partners or by the
admission of a successor General Partner in accordance with the terms of
this Agreement.  In the event of the withdrawal of the General Partner, any
successor General Partner shall continue the business of the Partnership. 
Subject to Section 8.1E hereof, the Partnership shall dissolve, and its
affairs shall be wound up, only upon the first to occur of any of the
following ("LIQUIDATING EVENTS"):

           A.    the expiration of its term as provided in Section 3.5
hereof;

           B.    an event of withdrawal of the General Partner, as defined
in the Act unless, within ninety (90) days after such event of withdrawal
all of the remaining Partners agree in writing to continue the business of
the Partnership and to the appointment, effective 















                                  44




as of date of withdrawal, of a successor General Partner, provided that a
withdrawal of the General Partner in connection with a Transfer of its
General Partner Interest shall be governed by the provisions of Section
12.3A hereof;

           C.    until the Approval Right Termination Date, an election to
dissolve the Partnership made by the General Partner, with the consent of
the Limited Partner (which may be given or withheld in its sole and
absolute discretion);

           D.    from and the after Approval Right Termination Date, an
election to dissolve the Partnership made by the General Partner, in its
sole and absolute discretion;

           E.    entry of a decree of judicial dissolution of the
Partnership pursuant to the provisions of the Act;

           F.    the sale of all or substantially all of the assets and
properties of the Partnership.

           Section 14.2     WINDING UP

           A.    Upon the occurrence of a Liquidating Event, the
Partnership shall continue solely for the purposes of winding up its
affairs in an orderly manner, liquidating its assets, and satisfying the
claims of its creditors and Partners.  No Partner shall take any action
that is inconsistent with, or not necessary to or appropriate for, the
winding up of the Partnership's business and affairs.  The General Partner,
or, in the event there is no remaining General Partner, any Person elected
by Limited Partners holding at least a majority of the Limited Partnership
Interests (the General Partner or such other Person being referred to
herein as the "LIQUIDATOR"), shall be responsible for overseeing the
winding up and dissolution of the Partnership and shall take full account
of the Partnership's liabilities and property and the Partnership property
shall be liquidated as promptly as is consistent with obtaining the fair
value thereof, and the proceeds therefrom (which may, to the extent
determined by the General Partner, include shares of beneficial interest or
other securities of the General Partner) shall be applied and distributed
in the following order:

           (1)   First, to the payment and discharge of all of the
Partnership's debts and liabilities to creditors other than the Partners;

           (2)   Second, to the payment and discharge of all of the
Partners debts and liabilities to the General Partner;

           (3)   Third, to the payment and discharge of all the Partners
debts and liabilities to the other Partners; and

           (4)   The balance, if any, to the General Partner and Limited
Partners to the extent of and in accordance with the positive balances in
their Capital 















                                  45




                 Accounts after giving effect to all contributions,
distributions, and allocations for all periods.

The General Partner shall not receive any additional compensation for any
services performed pursuant to this Article 14.

           B.    Notwithstanding the provisions of Section 14.2A hereof
which require liquidation of the assets of the Partnership, but subject to
the order of priorities set forth therein, if prior to or upon dissolution
of the Partnership the Liquidator determines that an immediate sale e of
part or all of the Partnership's assets would be impractical or would cause
undue loss to the Partners, the Liquidator may, in its sole and absolute
discretion, defer for a reasonable time the liquidation of any asset except
those necessary to satisfy liabilities of the Partnership (including to
those Partners as creditors) and/or distribute to the Partners, in lieu of
cash, as tenants in common and in accordance with the provisions of Section
14.2A hereof, undivided interests in such Partnership assets as the
Liquidator deems not suitable for liquidation.  Any such distributions in
kind shall be made only if, in the good faith judgment of the Liquidator,
such distributions in kind are in the best interests of the Partners, and
shall be subject to such conditions relating to the disposition and
management of such properties as the Liquidator deems reasonable and
equitable and to any agreements governing the operation of such properties
at such time.  The Liquidator shall determine the fair market value of any
property distributed in kind using such reasonable method of valuation as
it may adopt.

           C.    In the discretion of the Liquidator, a pro rata portion
of the distributions that would otherwise be made to the General Partner
and Limited Partners pursuant to this Article 14 may be:

                 (1)  distributed to a trust established for the benefit
of the General Partner and Limited Partners for the purposes of liquidating
Partnership assets, collecting amounts owed to the Partnership, and paying
any contingent or unforeseen liabilities or obligations of the Partnership
or the General Partner arising out of or in connection with the
Partnership.  The assets of any such trust shall be distributed to the
General Partner and Limited Partners form time to time, in the reasonable
discretion of the Liquidator, in the same proportions as the amount
distributed to such trust by the Partnership would otherwise have been
distrubuted the General Partner and Limited Partners pursuant to this
Agreement; or

                 (2)  withheld or escrowed to provide a reasonable
reserve for Partnership liabilities (contingent or otherwise) and to
reflect the unrealized portion of any installment obligations owed to the
Partnership, provided that such withheld or escrowed amounts shall be
distributed to the General Partner and Limited Partners 

















                                  46




                      in the manner and order of priority set forth in
Section 14.2A as soon as practicable.

           Section 14.3     NO OBLIGATION TO CONTRIBUTE DEFICIT

           If any Partner has a deficit balance in his Capital Account
(after giving effect to all contributions, distributions and allocations
for all taxable years, including the year during which such liquidation
occurs), such Partner shall have no obligation to make any contribution to
the capital of the Partnership with respect to such deficit, and such
deficit shall not be considered a debt owed to the Partnership or to any
other Person for any purpose whatsoever.

           Section 14.4     RIGHTS OF LIMITED PARTNERS

           Except as otherwise provided in this Agreement, each Limited
Partner shall look solely to the assets of the Partnership for the return
of its Capital Contributions and shall have no right or power to demand or
receive property other than cash from the Partnership.  Except as otherwise
provided in this Agreement, no Limited Partner shall have priority over any
other Partner as to the return of its Capital Contributions, distributions,
or allocations.

           Section 14.5     NOTICE OF DISSOLUTION

           In the event a Liquidating Event occurs or an event occurs that
would, but for the provisions of an election or objection by one or more
Partners pursuant to Section 14.1, result in a dissolution of the
Partnership, the General Partner shall, within thirty (30) days thereafter,
provide written notice thereof to each of the Partners.

           Section 14.6     TERMINATION OF PARTNERSHIP AND CANCELLATION
OF CERTIFICATE OF LIMITED PARTNERSHIP

           Upon the completion of the liquidation of the Partnership's
assets, as provided in Section 14.2 hereof, the Partnership shall be
terminated, a certificate of cancellation shall be filed, and all
qualifications of the Partnership as a foreign limited partnership in
jurisdictions other than the state of Delaware shall be canceled and such
other actions as may be necessary to terminate the Partnership shall be
taken.

           Section 14.7     REASONABLE TIME FOR WINDING-UP

           A reasonable time shall be allowed for the orderly winding-up
of the business and affairs of the Partnership and liquidation of its
assets pursuant to Section 14.2 hereof in order to minimize any losses
otherwise attendant upon such winding-up, and the provisions of this
Agreement shall remain in effect among the Partners during the period of
liquidation.




















                                  47




           Section 14.8     WAIVER OF PARTITION

           Each Partner hereby waives any right to partition of the
Partnership property.



                              ARTICLE 15
             AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

           Section 15.1     AMENDMENTS

           A.    The General Partner shall have the power, without the
consent of the Limited Partners, to amend this Agreement as may be required
to facilitate or implement any of the following purposes:

                 (1)  to add to the obligations of the General Partner or
surrender any right or power granted to the General Partner or any
Affiliate of the General Partner for the benefit of the Limited Partners;

                 (2)  to reflect the admission, substitution,
termination, or withdrawal of Partners in accordance with this Agreement;

                 (3)  to set forth the designations, rights, powers,
duties, and preferences of the holders of any additional Partnership
Interests issued pursuant to Section 5.3 hereof;

                 (4)  to reflect a change that (i) is of an
inconsequential nature or to cure any ambiguity, correct or supplement any
provision in this Agreement not inconsistent with law or with other
provisions, or make other changes with respect to matters arising under
this Agreement that will not be inconsistent with law or with the
provisions of this Agreement, and (ii) does not adversely affect any
Limited Partner in any material respect; and

                 (5)  to satisfy any requirements, conditions, or
guidelines contained in any order, directive, opinion, ruling or regulation
of a federal or state agency or contained in federal or state law.

The General Partner shall provide notice to the Limited Partners when any
action under this Section 15.1A is taken.

           B.    Notwithstanding Section 15.1A hereof, this Agreement
shall not be amended without the Consent of each Partner adversely affected
(which consent may be given or withheld in its sold and absolute
discretion) if such amendment would (i) convert a Limited Partner's
Partnership Interest into a General Partner Interest; (ii) modify the
limited liability 
















                                  48




of a Limited Partner in a manner adverse to such Limited Partner; (iii)
alter rights of the Partner to receive distributions pursuant to Article 6
or Article 14, or the allocations specified in Article 7 (except as
permitted pursuant to Article 4 and Section 15.1A(3) hereof); (iv) cause
the termination of the Partnership prior to the time set forth in Section
3.5 or 14.1; or (v) amend this Section 15.1B.  Further, no amendment may
alter the restrictions on the General Partner's authority set forth in
Section 14.1C without the Consent specified in that section.

           C.    Notwithstanding Section 15.1A or Section 15.1B hereof,
the General Partner shall not amend at any time prior to the Approval Right
Termination Date, Article XI, or Sections 4.1, 8.1D, 8.1E, 10.3, 12.2,
14.3, or 15.1C, without the consent of the Upper Tier Limited Partnership
which consent may be given or withheld in its sole and absolute discretion.

           Section 15.2     MEETINGS OF THE PARTNERS

           A.    Meetings of the Partners may be called by the general
Partner and shall be called upon the receipt by the General Partner of a
written request by Limited Partners (other than the General Partner)
holding 25 percent or more of the Partnership Interests.  The request shall
state the nature of the business to be transacted.  Notice of any such
meeting shall be given to all Partners not less than seven (7) days nor
more than thirty (30) days prior to the date of such meeting.  Partners may
vote in person or by proxy at such meeting.  Whenever the vote or Consent
of the Limited Partners is permitted or required under this Agreement, such
vote or Consent may be given at a meeting of the Partners.  Except as
otherwise expressly provided in this Agreement, the Consent of holders of a
majority of the Partnership Interests held by the Company) shall control.

           B.    Any action required or permitted to be taken at a meeting
of the Partners may be taken without a meeting if a written consent setting
forth the action so taken is signed by a majority of the Partnership
Interests of the Partners (or such other percentage as is expressly
required by this Agreement).  Such consent may be in one instrument or in
several instruments, and shall have the same force and effect as a vote of
a majority of the Partnership Interests of the Partners (or such other
percentage as is expressly required by this Agreement).  Such consent shall
be filed with the General Partner.  An action so taken shall be deemed to
have been taken at a meeting held on the effective date so certified.

           C.    Each Limited Partner may authorize any Person or Persons
to act for him by proxy on all matters in which a Limited Partner is
entitled to participate, including waiving notice of any meeting, or voting
or participating at a meeting.  Every proxy must be signed by the Limited
Partner or his attorney-in-fact.  No proxy shall be valid after the
expiration of eleven (11) months from the date thereof unless otherwise
provided in the proxy.  Every proxy shall be revocable at the pleasure of
the Limited Partner executing it, 




















                                  49




such revocation to be effective upon the Partnership's receipt of written
notice of such revocation from the Limited Partner executing such proxy.

           D.    Each meeting of the Partners shall be conducted by the
General Partner or such other Person as the General Partner may appoint
pursuant to such rules for the conduct of the meeting as the Genera Partner
or such other Person deems appropriate.  Meetings of Partners may be
conducted in the same manner as meetings of the stockholders of the General
Partner and may be held at the same time, and as a part of, meetings of the
stockholders of the General Partner.



                              ARTICLE 16
                          GENERAL PROVISIONS

           Section 16.1     ADDRESSES AND NOTICE

           Any notice, demand, request or report required or permitted to
be given or made to a Partner or Assignee under this Agreement shall be in
writing and shall be deemed given or made when delivered in person or when
sent by first class United States mail or by other means of written
communication to the Partner or Assignee at the address set forth in
Exhibit B or such other address of which the Partner shall notify the
General Partner in writing.

           Section 16.2     TITLES AND CAPTIONS

           All article or section titles or captions in this Agreement are
for convenience only.  They shall not be deemed part of this Agreement and
in no way define, limit, extend or describe the scope or intent of any
provisions hereof.  Except as specifically provided otherwise, references
to "Articles" and "Sections" are to Articles and Sections of this
Agreement.

           Section 16.3     PRONOUNS AND PLURALS

           Whenever the context may require, any pronoun used in this
Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns, pronouns and verbs shall include the
plural and vice versa.

           Section 16.4     FURTHER ACTION

           The parties shall execute and deliver all documents, provide
all information and take or refrain from taking action as may be necessary
or appropriate to achieve the purposes of this Agreement.























                                  50




           Section 16.5     BINDING EFFECT

           This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their heirs, executors, administrators,
successors, legal representatives and permitted assigns.

           Section 16.6     CREDITORS

           Other than as expressly set forth herein with respect to the
Indemnitees, none of the provisions of this Agreement shall be for the
benefit of, or shall be enforceable by, any creditor of the Partnership.

           Section 16.7     WAIVER

           No failure by any party to insist upon the strict performance
of any covenant, duty, agreement or condition of this Agreement or to
exercise any right or remedy consequent upon a breach thereof shall
constitute waiver of any such breach or any other covenant, duty, agreement
or condition.

           Section 16.8     COUNTERPARTS

           This Agreement may be executed in counterparts, all of which
together shall constitute one agreement binding on all of the parties
hereto, notwithstanding that all such parties are not signatories to the
original or the same counterpart.  Each party shall become bound by this
Agreement immediately upon affixing its signature hereto.

           Section 16.9     APPLICABLE LAW

           This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Delaware, without regard to
the principles of conflicts of laws thereof.

           Section 16.10    INVALIDITY OF PROVISIONS

           If any provision of this Agreement is or becomes invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not be
affected thereby.






























                                  51




           Section 16.11    ENTIRE AGREEMENT

           This Agreement contains the entire understanding and agreement
among the Partners with respect to the subject matter hereof and supersedes
any other prior written or oral understandings or agreements among them
with respect thereto.

           IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of October 10, 1996.

                                  GENERAL PARTNER

                                  METROPOLIS REALTY TRUST, INC.


                                  By:  /s/ LEE S. NEIBART
                                       ------------------------------
                                       Name:  Lee S. Neibart
                                       Title:  President


                                  LIMITED PARTNER:

                                  237/1290 UPPER TIER ASSOCIATES, L.P.

                                  By:  O&Y NY  Building Corp., general
partner



                                       By:   /s/ JOHN A. MOORE
                                             --------------------------
                                             Name:  John A. Moore
                                             Title:  Senior VP-Finance



                                  Solely with respect to Section 12.2B
hereof:

                                  JMB/NYC OFFICE BUILDING ASSOCIATES,
L.P., an Illinois limited partnership

                                  By:  Carlyle Managers, Inc., its
general partner

                                       By:   /c/ STUART C. NATHAN
                                       ------------------------------
                                       Name:   Stuart C. Nathan
                                       Title:  President




















                                  52




                               EXHIBIT A
                               ---------




1.   ALLOCATION OF NET INCOME AND NET LOSS.

     (a)   NET INCOME.  Except as otherwise provided in this Exhibit A,
Net Income (or items thereof) (other than Net Income, or items thereof,
arising in connection with a Capital transaction) of the Partnership for
any fiscal year or other applicable period shall be allocated to the
Partners first in accordance with any prior allocation of Net Losses, other
than Nonrecourse Deductions and Partner Nonrecourse Deductions, pro rata,
until each Partner has been allocated an amount of Net Income pursuant to
this clause equal to the cumulative amount of Net Losses, other than
Nonrecourse Deductions and Partner Nonrecourse Deductions, that have been
allocated to such Partner, and thereafter to the Partners in accordance
with the manner in which Available Cash has been (or would be, if the
Partnership had an amount of Available Cash equal to such Net Income)
distributed to the Partners, other than distributions representing a return
of Capital Contributions.

     (b)   NET LOSS.  Except as otherwise provided in this Exhibit A, Net
Loss (or items thereof) (other than Net Loss, or items thereof, arising in
connection with a Capital Transaction) of the Partnership for each fiscal
year or other applicable period shall be allocated to the Partners first in
accordance with the positive Capital Account balances of the Partners, pro
rata, until such Capital Accounts have been reduced to zero, and thereafter
95% to the General Partner and 5% to the Limited Partner.  Notwithstanding
the preceding sentence, to the extent any Net Loss (or items thereof)
allocated to a Partner under this subparagraph (b) would cause such Partner
(hereinafter, a "Restricted Partner") to have an Adjusted Capital account
Deficit, or increase the amount of an existing Adjusted Capital Account
Deficit, as of the end of the fiscal year or other applicable period to
which such Net Loss relates, such Net Loss shall not be allocated to such
Restricted Partner and instead shall be allocated to the other Partner(s)
(hereinafter, the "Permitted Partner").

     (c)   CAPITAL TRANSACTION; LIQUIDATION.  Allocations of Net Income or
Net Loss (or items thereof) in connection with a Capital Transaction or
Liquidation of the Partnership shall first be made so that, to the extent
possible, the General Partner's Capital Account balance is the Adjusted GP
Contribution and the Limited Partner's Capital Account is equal to
$100,000, and the remainder of such Net Income or Net Loss (or items
thereof) shall be allocated to the Partners in a manner that results in the
Capital Account of each Partner being equal to the distribution to which
each such Partner is entitled pursuant to paragraph 4 of this Exhibit A. 
Notwithstanding the preceding sentence, to the extent any Net Loss (or
items thereof) would be allocated to a Restricted Partner under this
subparagraph (c), such Net Loss shall not be allocated to such Restricted
Partner and instead shall be allocated to the Permitted Partner.


















                                  A-1




     (d)   RULES OF CONSTRUCTION.

           (1)   CAPITAL ACCOUNT INCREASES.  For purposes of making
allocations pursuant to subparagraph 1(c) of this Exhibit A, a Partner's
Capital Account balance shall be deemed to be increased by such Partner's
share of any Partnership Minimum Gain and Partner Minimum Gain remaining at
the close of the fiscal period in respect of which such allocations are
being made.

           (2)   CHANGE IN PARTNERSHIP INTERESTS.  In the event any
Partner's Partnership Interest changes during a fiscal year for any reason,
including without limitation, the Transfer of any interest in the
Partnership, the tax allocations contained in this Exhibit A shall be
applied as necessary to reflect the varying interests of the Partners
during such year.

2.   SPECIAL ALLOCATIONS.   Notwithstanding any provisions of paragraph 1
of this Exhibit A, the following special allocations shall be made.

     (a)   MINIMUM GAIN CHARGEBACK (NONRECOURSE LIABILITIES).  Except as
otherwise provided in Section 1.704-2(f) of the Regulations, if there is a
net decrease in Partnership Minimum Gain for any Partnership fiscal year,
each Partner shall be specially allocated items of Partnership income and
gain for such year (and, if necessary, subsequent years) in an amount equal
to such Partner's share of the net decrease in Partnership Minimum Gain to
the extent required by Regulations Section 1.704-2(f).  The items to be so
allocated shall be determined in accordance with Sections 1.704-2(f) and
(i) of the Regulations.  This subparagraph 2(a) is intended to comply with
the minimum gain chargeback requirement in said section of the Regulations
and shall be interpreted consistently therewith.  Allocations pursuant to
this subparagraph 2(a) shall be made in proportion to the respective
amounts required to be allocated to each Partner pursuant hereto.

     (b)   PARTNER MINIMUM GAIN CHARGEBACK.  Except as otherwise provided
in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in
Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any
fiscal year, each Partner who has a share of the Partner Minimum Gain
attributable to such Partner Nonrecourse Debt, determined in accordance
with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated
items of Partnership income and gain for such year (and, if necessary,
subsequent years) in an amount equal to that Partner's share of the net
decrease in the Partner Minimum Gain attributable to such Partner
Nonrecourse Debt to the extent and in the manner required by Section 1.704-
2(i) of the Regulations.  The items to be so allocated shall be determined
in accordance with Sections 1.704-2(i)(4) and (j)(2)(ii) of the
Regulations.  This subparagraph 2(b) is intended to comply with the minimum
gain chargeback requirement with respect to Partner Nonrecourse Debt
contained in Section 1.704-2 of the Regulations and shall be interpreted
consistently therewith.  Allocations pursuant to this subparagraph 2(b)
shall be made in proportion to the respective amounts required to be
allocated to each Partner pursuant hereto.



















                                  A-2




     (c)   QUALIFIED INCOME OFFSET.  In the event a Partner unexpectedly
receives any adjustments, allocations or distributions described in
Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such
Partner has an Adjusted Capital Account Deficit, items of Partnership
income (including gross income) and gain shall be specially allocated to
such Partner in an amount and manner sufficient to eliminate the Adjusted
Capital Account Deficit as quickly as possible as required by the
Regulations.  This subparagraph 2(c) is intended to constitute a "qualified
income offset" under Section 1.704-1(b)(2)(ii)(d) of the Regulations and
shall be interpreted consistently therewith.

     (d)   NONRECOURSE DEDUCTIONS.  Nonrecourse Deductions for any fiscal
year or other applicable period shall be allocated to the Partners in
accordance with their respective Partnership Interests.

     (e)   PARTNER NONRECOURSE DEDUCTIONS.  Partner Nonrecourse Deductions
for any fiscal year or other applicable period with respect to a Partner
Nonrecourse Debt shall be specially allocated to the Partner that bears the
economic risk of loss for such Partner Nonrecourse Debt (as determined
under Sections 1.704-2(b)(4) and 1.704-2(i)(l) of the Regulations).

     (f)   INTENT OF ALLOCATIONS.  The parties intend that the allocation
provisions of this Exhibit A shall result in final Capital Account balances
of the Partners that equal to the amounts distributable to the Partners in
accordance with paragraph 4(b) of this Exhibit A, so that when liquidating
distributions are made in accordance with such final Capital Account
balances under Section 14.2A(4) hereof, such distributions will be able to
return to each Partner the amounts distributable to the Partner in
accordance with paragraph 4(b) of this Exhibit A.  To the extent that such
final Capital Account balances do not so reflect the intent of this Exhibit
A, income and loss of the Partnership for the current year and future
years, as computed for book purposes, shall be allocated among the Partners
so as to result in final Capital Account balances reflecting the intent of
this Exhibit A.  This subparagraph shall control notwithstanding any
reallocation of income, loss, or items thereof, as computed for book
purposes, by the Internal Revenue Service or any other taxing authority.

     (g)   SECTION 754 ADJUSTMENT.  To the extent an adjustment to the
adjusted tax basis of any asset of the Partnership pursuant to Section
734(b) of the Code or Section 743(b) of the Code is required, pursuant to
Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account
in determining Capital Accounts, the amount of such adjustment to the
Capital Accounts shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment decreases such
basis) and such gain or loss shall be specially allocated among the
Partners in a manner consistent with the manner in which each of their
respective Capital Accounts are required to be adjusted pursuant to such
section of the Regulations.






















                                  A-3




3.   TAX ALLOCATIONS.

     (a)   ITEMS OF INCOME OR LOSS.  Except as is otherwise provided in
this Exhibit A, an allocation of Partnership Net Income or Net Loss to a
Partner shall be treated as an allocation to such Partner of the same share
of each item of income, gain, loss, deduction and item of tax-exempt income
or Section 705(a)(2)(B) expenditure (or item treated as such expenditure
pursuant to Regulations Section 1.704-1(b)(2)(iv)(i)) ("Tax Items") that is
taken into account in computing Net Income or Net Loss.

     (b)   SECTION 1245/1250 RECAPTURE.  If any portion of gain from the
sale of Partnership assets is treated as gain which is ordinary income by
virtue of the application of Code Sections 1245 or 1250 ("Affected Gain"),
then such Affected Gain shall be allocated among the Partners in the same
proportion that the depreciation and amortization deductions giving rise to
the Affected Gain were allocated.  This subparagraph 3(b) shall not alter
the amount of Net Income (or items thereof) allocated among the Partners,
but merely the character of such Net Income (or items thereof).  For
purposes hereof, in order to determine the proportionate allocations of
depreciation and amortization deductions for each fiscal year or other
applicable period, such deductions shall be deemed allocated on the same
basis as Net Income and Net Loss for such respective period.

     (c)   PRECONTRIBUTION GAIN.  The Partnership shall use the remedial
method of allocation contained in Section 1.704-3(d) of the Regulations to
take into account any variation between the adjusted basis and the fair
market value of the Initial LP Contributed Property and the Contributed
Debt at the time of the contribution ("Precontribution Gain").  By
executing this Agreement, each partner hereby agrees to report income,
gain, loss and deduction on such Partner's federal income tax return in a
manner that is consistent with the use of the remedial method of allocation
with respect to the Initial LP Contributed Property and the Contributed
Debt.  With respect to any Contributed Property other than the Initial LP
Contributed Property and the Contributed Debt, the Partnership shall use
any permissible method contained in the Regulations promulgated under
Section 704(c) of the Code selected by the General Partner, in its sole
discretion, to take into account any variation between the adjusted basis
of such asset and the fair market value of such asset as the time of the
contribution, provided that such method does not cause 237 Park Avenue
Associates (or its successor by merger) or its members any material adverse
income tax consequences.  Each Partner hereby agrees to report income,
gain, loss and deduction on such Partner's federal income tax return in a
manner consistent with the method used by the Partnership.

     (d)   ALLOCATIONS RESPECTING SECTION 704(c) AND REVALUATIONS.  If any
assets has a Gross Asset Value which is different from the Partnership's
adjusted basis for such asset for federal income tax purposes because the
Partnership has revalued such asset pursuant to Regulations Section 1.704-
1(b)(2)(iv)(f), the allocations of Tax Items shall be made in accordance
with the principles of Section 704(c) of the Code and the Regulations and
the methods of allocation promulgated thereunder, provided, however, that
with respect to the Initial LP Contributed Property and the Contributed
Debt, income, gain, loss and deduction

















                                  A-4



















                                  A-4




with respect to such property shall be allocated using the "remedial
method" described in Regulations Section 1.704-3(b).  The intent of this
subparagraph 3(d) and subparagraph 3(c) above is that each Partner who
contributed to the capital of the Partnership a Contributed Property will
bear, through reduced allocations of depreciation, increased allocations of
gain or other items, the tax detriments associated with any Precontribution
Gain.  This subparagraph 3(d) and subparagraph 3(c) are to be interpreted
consistently with such intent.

     (e)   EXCESS NONRECOURSE LIABILITY SAFE HARBOR.  Pursuant to
Regulations Section 1.752-3(a)(3), for purposes of determining each
Partner's proportionate share of the "excess nonrecourse liabilities" of
the Partnership (as defined in Regulations Section 1.752-3(a)(3)), the
Partners' respective interests in Partnership profits shall be determined
in accordance with each Partner's Partnership Interest; PROVIDED, HOWEVER,
that each Partner who has contributed an asset to the Partnership shall be
allocated, to the extent possible, a share of "excess nonrecourse
liabilities" of the Partnership which results in such Partner being
allocated nonrecourse liabilities in an amount which is at least equal to
the amount of income pursuant to Section 704(c) of the Code and the
Regulations promulgated thereunder (the "Liability Shortfall").  In the
event there is an insufficient amount of nonrecourse liabilities to
allocate to each Partner an amount of nonrecourse liabilities equal to the
Liability Shortfall, then an amount of nonrecourse liabilities to the
extent of, the Liability Shortfall shall be allocated to the Upper Tier
Limited Partnership.  The intended effect of using the "remedial method"
described in Regulation Section 1.704-3(d) shall be that the Upper Tier
Limited Partnership shall receive an allocation of Partnership Nonrecourse
Liabilities that on the date hereof is not less than $380,000,000.

     (f)   REFERENCES TO REGULATIONS.  Any reference in this Exhibit A or
the Agreement to a provision of proposed and/or temporary Regulations
shall, in the event such provision is modified or renumbered, be deemed to
refer to the successor provision as so modified or renumbered, but only to
the extent such successor provision applies to the Partnership under the
effective date rules applicable to such successor provision.

     (g)   SUCCESSOR PARTNERS.  For purposes of this Exhibit A, a
transferee of a Partnership Interest shall be deemed to have been allocated
the Net Income, Net Loss and other items of Partnership income, gain, loss,
deduction and credit allocable to the transferred Partnership Interest that
previously have been allocated to the transferor Partner pursuant to this
Agreement.

4.   DISTRIBUTIONS.

     (a)   AVAILABLE CASH.  Except as set forth in subparagraph (b),
Available Cash shall be distributed in the following order of priority:

           (i)   100% to the General Partner until it has received
aggregate distributions pursuant to this clause (a)(i) equal to an amount
which, when added to all prior distributions to the General Partner made
pursuant to clause (b)(i) below, equals 12% per annum

















                                  A-5




cumulative compounded on its Adjusted GP Contribution, commencing with
respect to each Capital Contribution, on the date such Capital Contribution
was made;

           (ii)  100% to the General Partner until it has received
aggregate distributions pursuant to this clause (a)(ii) equal to an amount
which, when added to all prior distributions to the General Partner made
pursuant to clauses (b)(ii) and b(v) below, equals the Adjusted GP
Contribution; and

           (iii) 95% to the General Partner and 5% to the Limited Partner.

     (b)   CAPITAL TRANSACTIONS.  The net proceeds of Capital Transactions
shall be distributed in the following order of priority:

           (i)   100% to the General Partner until it has received
aggregate distributions pursuant to this clause (b)(i), which, when added
to all prior distributions to the General Partner made pursuant to clause
(a)(i) above, equals the product of (x) .5 and (y) 12% per annum cumulative
compounded on its Adjusted GP Contribution, commencing with respect to each
Capital Contribution, on the date such Capital Contribution was made;

           (ii)  100% to the General Partner until it has received
aggregate distributions pursuant to this clause (b)(ii) equal to an amount
which when added to all prior distributions to the General Partner made
pursuant to clause (a)(ii), equals the product of (x) .75 and (y) the
Adjusted GP Contribution;

           (iii) of the next $500,000, 90% to the Limited Partner and 10%
to the General Partner;

           (iv)  100% to the General Partner until it has received
aggregate distributions pursuant to this clause (b)(iv) which, when added
to all prior distributions to the General Partner made pursuant to clauses
(a)(i) and (b)(i), equals 12% per annum cumulative compounded on its
Adjusted GP Contribution, commencing with respect to each Capital
Contribution, on the date such Capital Contribution was made;

           (v)   100% to the General Partner until it has received
aggregate distributions pursuant to this clause (b)(v) which, when added to
all prior distributions to the General Partner made pursuant to clauses
(a)(ii) and (b)(ii), equals the Adjusted GP Contribution; and

           (vi)  95% to the General Partner and 5% to the Limited Partner.


























                                  A-6




                               EXHIBIT B
                               ---------

           PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS




                                  Cash Agreed
Name and Address                   Value of
of Partner                       Contributions           % Interest
----------------                 -------------           ----------

General Partner
---------------

Metropolis Realty Trust, Inc.    $280,000,000                95%
c/o Victor Capital Group, L.P.
885 Third Avenue - 12th Floor
New York, NY  10022
Attn:  John Klopp


Limited Partner
---------------

237/1290 Upper Tier 
Associates, L.P.                   $100,000                  5%
c/o Victor Capital Group, L.P.
885 Third Avenue - 12th Floor
New York, NY  10022
Attn:  John Klopp





                               EXHIBIT C
                               ---------


                       INDEMNIFICATION AGREEMENT


     THIS INDEMNIFICATION AGREEMENT dated as of the 10th day of October,
1996 given by PROPERTY PARTNERS, L.P., CARLYLE-XIII ASSOCIATES, L.P., and
CARLYLE-XIV ASSOCIATES, L.P., each a Delaware limited partnership having an
office at 900 North Michigan Avenue-19th floor, Chicago, Illinois 60611
(hereinafter individually referred to as an "Indemnitor" and collectively
as the "Indemnitors") to METROPOLIS REALTY TRUST, INC., a Maryland
corporation having an office at c/o Victor Capital Group, L.P., 885 Third
Avenue - 12th Floor, New York, New York 10022, Attn:  John Klopp
(hereinafter referred to as "Indemnitee").


                              WITNESSETH:
                              ----------

     WHEREAS, each Indemnitor is a partner in JMB/NYC Office Building
Associates, L.P. ("JMB LP"), an Illinois limited partnership and a member
of 237 Park Avenue Associates, LLC and 1290 Associates, LLC (collectively,
the "Debtors"), each a New York limited liability company and the obligors
under certain notes in the aggregate original principal amount of
$970,000,000 issued pursuant to that certain Mortgage Spreader and
Consolidation Agreement and Trust Indenture dated as of March 20, 1984
among O&Y Equity Corp., Olympia & York Holdings Corporation, FAME
Associates, Olympia & York 2 Broadway Land Company, Olympia & York 2
Broadway Company and Manufacturers Hanover Trust Company as Trustee, as
supplemented and amended (the "Indenture"), which encumbers the fee estates
of the Debtors in properties known as 237 Park Avenue and 1290 Avenue of
the Americas;

     WHEREAS, the Debtors defaulted under the Indenture beyond the
expiration of all applicable notice and cure periods;

     WHEREAS, the Debtors, JMB LP and the Indemnitors requested that the
Trustee and the holders of the Existing Notes forbear from exercising 






























                                  -1-




their rights to pursue an action to foreclose the Indenture in order to
provide the Debtors with an opportunity to file a pre-negotiated plan of
reorganization (hereinafter referred to as the "Plan") under the Bankruptcy
Code, which Plan provides for, among other things:  (i) a transfer of the
Properties to the Property Owning Partnerships, (ii) the Lower Tier
Partnership to own a 99% interest as a limited partner in each of the
Property Owning Partnerships, (iii) the Upper Tier Partnership to own a 5%
interest as a limited partner in the Lower Tier Partnership, and (iv) JMB
LP to own a 99% interest as a limited partner in the Upper Tier
Partnership;

     WHEREAS, the Trustee and the holders of the Existing Notes were
willing to forbear from exercising their rights to pursue an action to
foreclose the Indenture and to proceed with the transactions contemplated
by the Plan only if the Indemnitors execute and deliver this
Indemnification agreement to the Indemnitee and the Plan and the Agreements
of Limited Partnership of the Upper Tier Partnership and the Lower Tier
Partnership require that JMB LP cause the Indemnitors to execute and
deliver this Indemnity Agreement to the Indemnitee;

     WHEREAS, the Plan was filed with the Bankruptcy Court on April 23,
1996 and became effective pursuant to an order of the Bankruptcy Court
entered on September 20, 1996 and, pursuant to the terms thereof;

     WHEREAS, the Indemnitors will materially benefit from the
consummation of the transactions provided for in and the Plan and described
above;

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which is hereby acknowledged, and in
order to induce the Trustee and the holders of the Existing Notes to
forbear from exercising their rights as hereinbefore stated and such
parties





































                                  -2-




and the Indemnitee to proceed with the transactions contemplated by the
Plan, the Indemnitors hereby covenant and agree with the Indemnitee as
follows:

     1.    Capitalized terms used but not defined herein shall have the
meanings provided in the Plan.

     2.    The Indemnitors absolutely and unconditionally agree to
indemnify and to hold Indemnitee harmless from and against 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, which Indemnitee may or shall incur
as a result of any of JMB LP, its officers, directors, partners (including
without limitation any Indemnitor), stockholders, agents or affiliates
(collectively, the "Controlled Entities") intentionally interfering with,
impeding or preventing (including, without limitation, the filing by JMB LP
of a voluntary petition under the Bankruptcy Code or any other federal or
state bankruptcy or insolvency statute or any Controlled Entity joining in
an involuntary petition against JMB LP under the Bankruptcy Code or such
other statute) (x) the exercise by the Indemnitee of the Purchase Right (as
defined in Section 12.2A of the Lower Tier Partnership Agreement) or (y)
any disposition, mortgage, pledge, encumbrance, hypothecation or exchange
of the Properties by the Property Owning Partnerships or the Property
Owning Partnership Interests (as defined in Lower Tier Partnership
Agreement) by the Lower Tier Partnership or the Merger or other combination
of the Property Owning Partnership or the Lower Tier Partnership with or
into another entity, in accordance with the terms of the Lower Tier
Partnership Agreement, provided that such disposition, mortgage, pledge,
encumbrance, hypothecation, exchange, merger or other combination does not
constitute an Adverse Transaction as defined in the agreement of limited
partnership of the Lower Tier Partnership ("Prohibited Actions"), and
provided that any such Prohibited Action is not revoked or rescinded within
the time period provided in paragraph 3 below.





































                                  -3-




     3.    In the event that any Indemnitor or Controlled Entity takes any
Prohibited Action (including, without limitation, the filing by or against
JMB LP of a petition under the Bankruptcy Code or any other federal or
state bankruptcy or insolvency statute), the Indemnitors (x) acknowledge
(and Indemnitee, by its acceptance of this Indemnification Agreement,
acknowledges) that the damage to be suffered by Indemnitee shall be
difficult or impossible to ascertain and (y) if the Prohibited Action is
not revoked or rescinded within sixty (60) days after notice by Indemnitee
to Indemnitors so as to permit the consummation of the transaction
described in clause (x) or (y) of paragraph 2 above unimpeded by any
actions by JMB LP or any of the Controlled Entities, absolutely and
unconditionally agree to pay to Indemnitee upon demand the Maximum
Indemnitors' Liability Amount (as hereinafter defined) as full liquidated
damages for, and in satisfaction of, the undersigned's obligations under
this Indemnification Agreement, including but not limited to the
Indemnitors' obligations under paragraph 2 hereof.  The Indemnitor
acknowledges and agrees that (and Indemnitee, by its acceptance of this
Indemnification Agreement, acknowledges and agrees that) the payment of the
Maximum Indemnitors' Liability Amount is a fair and reasonable remedy for
Indemnitee if any of the events set forth in paragraph 2 of this
Indemnification Agreement shall occur, as any such event will result in
Indemnitee incurring damages which cannot now be determined with any degree
of certainty.  The foregoing shall not limit the remedies Indemnitee may
have against any other party, including without limitation, JMB LP and the
right of the Indemnitors to seek injunctive relief with respect to the
Prohibited Action or specific performance of the underlying obligation.

     4.    The term "Maximum Indemnitors' Liability Amount" as used in
this Indemnification Agreement shall mean an amount equal to $25,000,000,
provided that the Maximum Indemnitors' Liability Amount shall be reduced on
a dollar for dollar basis for each dollar actually received by Indemnitee
in






































                                  -4-




respect of the JMB Collateral (as defined in the Lower Tier Partnership
Agreement).

     5.    The Indemnitors hereby consent that from time to time, before
or after the taking of any Prohibited Action by any Indemnitor or
Controlled Party, with or without further notice to or assent from the
Indemnitors, any security at any time held by or available to Indemnitee
with respect to any obligation of JMB LP, or any security at any time held
by or available to Indemnitee for any obligation of any other person or
party secondarily or otherwise responsible for the compliance by JMB LP of
its obligations under the Upper Tier and Lower Tier Partnership Agreements
(hereinafter referred to as the "Obligations"), may be exchanged,
surrendered or released and any obligation of JMB LP, or of any such other
person or party, may be changed, altered, renewed, extended, continued,
surrendered, compromised, waived or released in whole or in part, or any
default with respect thereto waived, and Indemnitee may release, in whole
or in part, the JMB Collateral or any balance of any deposit account or
credit on its books in favor of JMB LP, or of any such other person or
party, and may generally deal with JMB LP or any such security or other
person or party as Indemnitee may see fit; and the Indemnitors shall remain
bound under this Indemnification Agreement notwithstanding any such
exchange, surrender, release, change, alteration, renewal, extension,
continuance, compromise, waiver, inaction or other dealing.

     6.    This is an agreement to pay liquidated damages and not an
agreement of collection and the Indemnitor further waives any right to
require that any action be brought against JMB LP or any other person or
party or to require that resort be had to any security or to any balance of
any deposit account or credit on the books of Indemnitee in favor of JMB LP
or any other person or party.








































                                  -5-




     7.    Each reference herein to Indemnitee shall be deemed to include
its successors and assigns, in whose favor the provisions of this
Indemnification Agreement shall also inure.  This Indemnification Agreement
shall be binding upon, and shall inure to the benefit of, Indemnitee and
each Indemnitor and the respective heirs, executors, administrators, legal
representatives, successors and assigns of Indemnitee and each Indemnitor;
provided, however, that the Indemnitors shall in no event or under any
circumstance have the right without obtaining the prior written consent of
Indemnitee to assign or transfer the Indemnitors' obligations and
liabilities under this Indemnification Agreement, in whole or in part, to
any other person, party or entity.

     8.    The term "Indemnitor" as used herein shall, if this
Indemnification Agreement is signed by more than one party, mean the
"Indemnitors and each of them" and each undertaking herein contained shall
be their joint and several undertaking, provided, however, that in the next
succeeding paragraph hereof the term "Indemnitor" shall mean the
"Indemnitors or any of them".

     9.    No delay on the part of Indemnitee in exercising any right or
remedy under this Indemnification Agreement or failure to exercise the same
shall operate as a waiver in whole or in part of any such right or remedy. 
No notice to or demand on the Indemnitor shall be deemed to be a waiver of
the obligation of the Indemnitor or of the right of Indemnitee to take
further action without notice or demand as provided in this Indemnification
Agreement.

     10.   This Indemnification Agreement may only be modified, amended,
changed or terminated by an agreement in writing signed by Indemnitee and
the Indemnitors.  No waiver of any term, covenant or provision of this
Indemnification Agreement shall be effective unless given in writing by







































                                  -6-




Indemnitee and if so given by Indemnitee shall only be effective in the
specific instance in which given.

     11.   The Indemnitors acknowledge that this Indemnification Agreement
and the Indemnitors' obligations under this Indemnification Agreement are
and shall at all times continue to be absolute and unconditional in all
respects.  This Indemnification Agreement sets forth the entire agreement
and understanding of Indemnitee and the Indemnitors, and, except as
otherwise herein set forth, the Indemnitors absolutely, unconditionally and
irrevocably waive any and all right to assert any setoff, counterclaim or
cross claim of any nature whatsoever with respect to this Indemnification
Agreement or the obligations of the Indemnitors under this Indemnification
Agreement or the obligations of any other person or party (including,
without limitation, JMB LP) relating to this Indemnification Agreement or
the obligations of the Indemnitors hereunder in any action or proceeding
brought by Indemnitee to enforce the obligations of the Indemnitors under
this Indemnification Agreement.  Nothing contained in this paragraph 11
shall limit the right of the Indemnitors to assert a defense or maintain a
separate action against Indemnitee with respect to any matter irrespective
of whether it relates to this Indemnification Agreement or the obligations
of the Indemnitors under this Indemnification Agreement.  The Indemnitors
acknowledge and Indemnitee, by its acceptance hereof, acknowledges that no
oral or other agreements, understandings, representations or warranties
exist with respect to this Indemnification Agreement or with respect to the
obligations of the Indemnitors under this Indemnification Agreement except
as specifically set forth in this Indemnification Agreement or otherwise in
writing by Indemnitee and the Indemnitors.

     12.   THE INDEMNITORS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE,
AND INDEMNITEE BY ITS ACCEPTANCE OF THIS INDEMNIFICATION AGREEMENT
IRREVOCABLY AND UNCONDITIONALLY WAIVES, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION,






































                                  -7-




SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE
RELATING TO THIS INDEMNIFICATION AGREEMENT.

     13.   If at any time (i) any payment, or portion thereof, made by, or
for the account of, the Indemnitors on account of the obligations under
this Indemnification Agreement, or (ii) any transaction described in clause
(x) or (y) of paragraph 2 hereof, or (iii) the consummation of the transfer
of the interest of JMB LP in the Upper Tier Partnership pursuant to the JMB
Put Right under Section 7.7 of the partnership agreement of the Upper Tier
Partnership or of the interest of the Upper Tier Partnership in the Lower
Tier Partnership pursuant to the Put Right under Section 12.2C of the
partnership agreement of the Lower Tier Partnership, is set aside by any
court or trustee having jurisdiction as a voidable preference, fraudulent
transfer or otherwise as being subject to avoidance or recovery under the
provisions of the Bankruptcy Code or under any other applicable Federal or
state bankruptcy law or similar law, the Indemnitor hereby agrees that this
Indemnification Agreement (x) shall continue and remain in full force and
effect, or (y) if previously terminated as a result of the Indemnitors
having fulfilled its obligations hereunder in full or as a result of
Indemnitee having released the Indemnitors from their obligations and
liabilities hereunder, shall without further act or instrument be
reinstated and shall thereafter remain in full force and effect, in either
case with the same force and effect as though such payment or transaction
had not been made, and if applicable, as if such previous termination had
not occurred.

     14.   The Indemnitor hereby waives all defenses it may have based
upon any election of remedies by Indemnitee which destroys or impairs the
Indemnitors' subrogation rights or the Indemnitors' right to proceed
against JMB LP or any other person for reimbursement.  The foregoing
waivers include any requirement of law that Indemnitee exhaust any security
for the Obligations before proceeding under this Indemnification Agreement.

In





































                                  -8-




addition to the foregoing, the Indemnitors hereby waive and relinquish the
following rights and remedies accorded by applicable law to indemnitors and
agree not to assert to take advantage of any such rights or remedies:  (a)
any defense that may arise by reason of the incapacity, lack of authority,
death or disability of any other person or persons; (b) demand, protest
and, except as set forth therein, notice of any kind; (c) any defense based
upon any statute or rule of law which provides that the obligation of a
surety must be neither larger in amount nor in other respects more
burdensome than that of the principal; and (d) any duty on the part of
Indemnitee to disclose to the Indemnitors any facts Indemnitee may now or
hereafter know about JMB LP, regardless of whether Indemnitee has reason to
believe that any such facts materially increase the risk beyond that which
the Indemnitor intends to assume or has reason to believe that such facts
are unknown to Indemnitors or has a reasonable opportunity to communicate
such facts to Indemnitors.

     15.   Any notice, request or demand given or made under this
Indemnification Agreement shall be in writing and shall be hand delivered
or sent by Federal Express or other reputable overnight national courier
service, and shall be deemed given when received at the following addresses
whether hand delivered or set by Federal Express or other reputable
overnight national courier services:

                 If to Indemnitee:

                      c/o Victor Capital Group, L.P.
                      885 Third Avenue - 12th Floor
                      New York, New York  10022

                      Attention:  John Klopp

                 With a copy to:

                      Battle Fowler LLP
                      75 East 55th Street
                      New York, New York  10022

                      Attention:  Kenneth Friedman
































                                  -9-




                 If to Indemnitee:

                      900 North Michigan Avenue - 19th Floor
                      Chicago, Illinois  60611

                      Attention:  Stuart C. Nathan
                                  Gary Nickele

                 With a copy to:

                      Pircher, Nichols & Meeks
                      1999 Avenue of the Americas
                      Los Angeles, California  90067

                      Attention:  Leo Pircher

Each party to this Indemnification Agreement may designate a change of
address by notice given to the other party fifteen (15) days prior to the
date such change of address is to become effective.

     16.   This Indemnification Agreement is, and shall be deemed to be, a
contract entered into under and pursuant to the laws of the State of New
York and shall be in all respects governed, construed, applied and enforced
in accordance with the laws of the State of New York.  No defense given or
allowed by the laws of any other state or country shall be interposed in
any action or proceeding hereon unless such defense is also given or
allowed by the laws of the State of New York.

     17.   The Indemnitor agrees to submit to personal jurisdiction in the
State of New York in any action or proceeding arising out of this
Indemnification Agreement and, in furtherance of such agreement, the
Indemnitor hereby agrees and consents that without limiting other methods
of obtaining jurisdiction, personal jurisdiction over the Indemnitor in any
such action or proceeding may be obtained within or without the
jurisdiction of any federal court located in New York (and any such court
shall have jurisdiction over the subject matter hereof) and that any
process or notice of motion or other application to any such court in
connection with any such action or proceeding may be served upon the
Indemnitor, by registered or certified mail to or by personal service at
the last known address of the Indemnitor, whether






























                                 -10-




such address be within or without the jurisdiction of any such court.  In
addition to and in furtherance of the foregoing, the Indemnitor hereby
consents to venue being held in either of the Southern District of New
York.

     18.   This Indemnification Agreement may be executed in one or more
counterparts by some or all of the parties hereto, each of which
counterparts shall be an original and all of which together shall
constitute a single indemnification agreement.  The failure of any party
listed below to execute this Indemnification Agreement, or any counterpart
hereof, shall not relieve the other signatories from their obligations
hereunder.

     19.   Except as set forth in paragraph 13 of this Indemnification
Agreement, the obligations and liabilities of the Indemnitors under this
Indemnification Agreement shall terminate on the earlier to occur of (i)
the date upon which the transactions described in clause (x) of paragraph 2
hereof have been consummated, (ii) the date upon which the Properties have
been sold or transferred by the Property Owning Partnerships or the
Property Owning Partnership Interests have been sold or transferred by the
Lower Tier Partnership in accordance with the provisions of the Lower Tier
Partnership Agreement, or (iii) the date upon which the interest of JMB LP
in the Upper Tier Partnership or of the Upper Tier Partnership in the Lower
Tier Partnership has been transferred pursuant to the JMB Put Right under
Section 7.7 of the partnership agreement of the Upper Tier Partnership or
the Put Right under Section 12.2C of the partnership agreement of the Lower
Tier Partnership.

     20.   If any term, covenant, condition or provision of this
Indemnification Agreement or the application thereof to any circumstance or
to the Indemnitors shall be invalid or unenforceable to any extent, the
remaining terms, covenants, conditions and provisions of this
Indemnification Agreement





































                                 -11-




shall not be affected thereby and shall remain valid and enforceable to the
fullest extent permitted by law.

     21.   Notwithstanding any provision in this Indemnification
Agreement, no present or future partner, officer, director or shareholder
of the Indemnitors shall have any personal liability under this
Indemnification Agreement, provided, however, that the foregoing shall not
limit or impair any rights of Indemnitee (i) to enforce this
Indemnification Agreement against the Indemnitors and any assets of the
Indemnitors, (ii) to seek and enforce other equitable relief against the
Indemnitors or against any such partner, officer, director or shareholder,
or (iii) to initiate proceedings at law or in equity for the purpose of
determining any rights of the Indemnitee hereunder, so long as, in each
such case, the same cannot result in personal liability of any present or
future partner, officer, director or shareholder of Indemnitors.

     IN WITNESS WHEREOF, the Indemnitors have duly executed this
Indemnification Agreement the day and year first above set forth


                            PROPERTY PARTNERS, L.P.

                            By:   CARLYLE INVESTORS, INC.
                                  as its general partner


                            By:   /s/ STUART C. NATHAN
                                  ------------------------------
                                  Name:  Stuart C. Nathan
                                  Title: President



                            CARLYLE-XIII ASSOCIATES, L.P.

                            By:   CARLYLE INVESTORS, INC.
                                  as its general partner


                            By:   /s/ STUART C. NATHAN
                                  ------------------------------
                                  Name:  Stuart C. Nathan
                                  Title: President



























                                 -12-





                            CARLYLE-XIV ASSOCIATES, L.P.

                            By:   CARLYLE INVESTORS, INC.
                                  as its general partner


                            By:   /s/ STUART C. NATHAN
                                  ------------------------------
                                  Name:  Stuart C. Nathan
                                  Title: President



























































                                 -13-