EXHIBIT 10-L
------------
(Carlyle-XV)


PREPARED BY AND UPON
RECORDING RETURN TO:

WILLIAM H. GOEBEL, ESQ.
INVESTMENT LAW DEPARTMENT
TEACHERS INSURANCE AND ANNUITY
     ASSOCIATION OF AMERICA
730 THIRD AVENUE
NEW YORK, NY  10017



                     FOURTH MORTGAGE MODIFICATION
                                  AND
                          EXTENSION AGREEMENT



     THIS AGREEMENT, executed as of the 22nd day of May, 1997,
but effective as of the 1st day of January, 1997, by and
between NORMAN S. GELLER, THOMAS M. BENNETT, JEFFREY GLUSKIN
and NEIL G. BLUHM, BRIAN K. ELLISON and JULIA C. PARKS, as
Trustees of 260 FRANKLIN STREET ASSOCIATES TRUST under a
Declaration of Trust dated May 16, 1986, duly recorded with
the Suffolk County Registry of Deeds in Book 12510, Page 64
and filed with the Suffolk County Registry District of the
Land Court as Document No. 405198, as amended in accordance
with Certificate of Trustee as to Appointment of Additional
Trustees and First Amendment to Declaration of Trust
establishing 260 Franklin Street Associates Trust, dated
September 12, 1986, duly recorded with Suffolk County Registry
of Deeds as Instrument No. 374 of September 26, 1986, and
filed with the Suffolk County Registry District of the Land
Court as Document No. 411174, and as further amended by
Certificate of Trustee as to removal of certain Trustees and
appointment of additional Trustees dated July 23, 1990, duly
recorded with the Suffolk County Registry of Deeds in Book
16416, Page 342, and Document No. 467674, with appointment of
six Trustees registered as Documents Nos. 467675 through
467680 with the Suffolk County Registry District of the Land
Court, as further amended in accordance with a Certificate of
Trustee as to Removal of Certain Trustees and Appointment of
Additional Trustees, dated May 20, 1992, duly recorded with
the Suffolk County Registry of Deeds as Document No. 487549,
having a mailing address c/o JMB Realty Corporation, 900 North
Michigan Avenue, Chicago, Illinois 60611-1575 ("Mortgagor"),
and TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a
New York corporation having a mailing address of 730 Third
Avenue, New York, New York 10017 ("Mortgagee").






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     WHEREAS, pursuant to the terms of that certain Second
Mortgage Modification and Consolidation Agreement between the
parties hereto dated as of January 1, 1991, and recorded with
the Suffolk County Registry of Deeds as Instrument No. 308 of
December 31, 1991, in Book 17222, Page 286 and filed with
Suffolk County Registry District of the Land Court as Document
No. 482106, Mortgagor is justly indebted to Mortgagee in the
consolidated principal amount (the "Consolidated Principal
Indebtedness") of SEVENTY - FOUR MILLION EIGHT HUNDRED NINETY
- ONE THOUSAND TWELVE AND 83/100THS ($74,891,012.83) DOLLARS,
plus interest thereon from date, which Agreement consolidated
the indebtedness evidenced by those two certain Mortgage
Notes, (a) the first being that certain Note payable to the
order of Mortgagee in the original sum principal sum of SIXTY
- FIVE MILLION AND NO/100THS ($65,000,000.00) DOLLARS dated
December 18, 1985, made originally by 260 Franklin
Incorporated, the repayment obligation for which has been
assumed by Mortgagor by that certain agreement captioned "NOTE
MODIFICATION AGREEMENT WITH RESPECT TO $56,000,000 NOTE DATED
DECEMBER 18, 1985" (collectively, "Note No. 1"); (b) the other
being that certain Note made by Mortgagor payable to the order
of Mortgagee in the original principal sum of TEN MILLION AND
NO/100THS ($10,000,000.00) DOLLARS, dated September 24, 1986
("Note No. 2");

     WHEREAS, pursuant to the terms of that certain Third
Mortgage Modification and Extension Agreement between the
parties hereto dated as of December 4, 1996, and recorded with
the Suffolk County Registry of Deeds as Instrument No. 257 on
December 24, 1996, in Book 21097, Page 074 and filed with
Suffolk County Registry District of the Land Court as Document
No. 547285, the parties hereto agreed to extend the term of
said Mortgage to January 1, 1997, and to modify certain terms
of the loan;

     WHEREAS, the Consolidated Principal Indebtedness
evidenced by both Notes are secured by that certain Security
Agreement and Mortgage ("the $65,000,000.00 Mortgage") dated
December 18, 1985, and recorded with the Suffolk County
Registry of Deeds in Book 12143, Page 249 and filed with
Suffolk County Registry District of the Land Court as Document
No. 399401 and that certain Security Agreement and Mortgage
Deed ("the $10,000,000.00 Mortgage") dated September 24, 1986,
and recorded with the Suffolk County Registry of Deeds in Book
12902, Page 302 and filed with Suffolk County Registry
District of the Land Court



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as Document No. 411176; as such Mortgages have been
consolidated and modified by (i) that certain Mortgage
Modification and Consolidation Agreement between Mortgagor and
Mortgagee dated September 24, 1986 and recorded with the
Suffolk County Registry of Deeds in Book 12902, Page 347 and
filed with the Suffolk County Registry District of the Land
County as Document No. 411178, (ii) the aforesaid Second
Mortgage Modification and Consolidation Agreement, and (iii)
the aforesaid Third Mortgage Modification and Extension
Agreement.  Both the $65,000,000.00 Mortgage and the
$10,000,000.00 Mortgage as consolidated and modified by the
aforesaid Mortgage Modification and Consolidation Agreement,
Second Mortgage Modification and Consolidation Agreement and
Third Mortgage Modification and Extension Agreement are
collectively called the "Consolidated Mortgage" and both such
mortgages encumber and mortgage, as security for Consolidated
Principal Indebtedness, those certain lots, parcels and pieces
of land with the buildings and improvement erected thereon
situate, lying and being in the City of Boston, County of
Suffolk, Commonwealth of Massachusetts described in the
mortgages and on EXHIBIT A attached hereto and forming a part
hereof (hereinafter called "the Premises");

     WHEREAS, the Consolidated Principal Indebtedness is also
secured by, among other things, (a) a certain Assignment of
Lessor's Interest in Lease(s) from 260 Franklin Incorporated
to Mortgagee dated December 18, 1985, and recorded with the
Suffolk County Registry of Deeds on December 19, 1985, as
Instrument No. 503 and filed with the Suffolk County Registry
District of the Land Court as Document No. 399403 as
supplemented by the certain Supplemental Assignment of
Lessor's Interest in Lease(s) from Mortgagor to Mortgagee
dated September 24, 1986, and recorded with the Suffolk County
Registry of Deeds as Instrument No. 379 filed with the Suffolk
County Registry District of the Land Court as Document No.
411179 (hereinafter collectively called the "$65,000,000.00
Assignment of Lessor's Interest in Lease(s)"); (b) that
certain Assignment of Lessor's Interest in Lease(s) from
Mortgagor to Mortgagee dated September 24, 1986, and recorded
with the Suffolk County Registry of Deeds as Instrument No.
377 of September 26, 1986, and filed with the Suffolk County
Registry District of the Land Court as Document No. 411177
(hereinafter called the $10,000,000 Assignment of Lessor's
Interest in Leases"); and (c) that certain Supplemental
Assignment of Lessor's Interest in Leases (the "1991
Supplemental Assignment") dated as of January 1, 1991, and
recorded with the Suffolk County Registry of Deeds as
Instrument No. 309 of December 31, 1991, in



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Book 17222, Page 308 and filed with Suffolk County Registry
District of the Land Court as Document No. 482107;

     WHEREAS, Mortgagor continues to be the owner of the
Premises and does hereby warrant and represent that the
Consolidated Mortgages continue to be first and superior liens
on the Premises in accordance with their terms (subject to
only those encumbrances set forth in that certain title policy
bearing title insurance No. 616157M bearing effective date
equal to the date on which this Agreement is recorded held by
Mortgagee from Ticor Title Insurance Company) for the
Consolidated Principal Indebtedness of SEVENTY - FOUR MILLION
EIGHT HUNDRED NINETY - ONE THOUSAND TWELVE AND 83/100THS
($74,891,012.83) DOLLARS, plus interest, as evidenced by Note
No. 1 and Note No. 2, as such indebtedness has been
consolidated by the terms of the Second Mortgage Modification
and Consolidation Agreement and modified by the terms of the
Third Mortgage Modification and Extension Agreement; that it
has no defense or offset to its liability thereunder and all
the provisions are unmodified and in full force and effect of
the Consolidated Mortgages, Note No. 1, Note No. 2, the
$65,000,000 Assignment of Lessor's Interest in Lease(s), the
$10,000,000 Assignment of Lessor's Interest in Leases, the
1991 Supplemental Assignment and all other documents held by
Mortgagee in connection with the indebtedness evidenced by
Note No. 1 and Note No. #2;

     WHEREAS, Mortgagor has requested that the date on which
the Consolidated Principal Indebtedness is to be paid in full
under the aforesaid Second Mortgage modification and
Consolidation Agreement, as the same was modified and extended
by the aforesaid Third Mortgage Modification and Extension
Agreement be extended to January 1, 1998 (the new "Scheduled
Maturity Date"), subject to Mortgagee having the right to
accelerate such maturity date upon thirty (30) days' prior
written notice to Mortgagor, which request is agreeable to
Mortgagee provided there are certain other modifications as
hereinafter provided;

     WHEREAS, the Consolidated Principal Indebtedness is
further secured by that certain Reserve Pledge Agreement dated
January 1, 1991, as modified by that certain Modification to
Reserve Escrow Agreement dated January 1, 1994, as further
modified and restated by that certain Reserve Pledge Agreement
dated December 4, 1996, and as further extended by that
certain



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Extension Agreement of even date herewith, which extends the
stated maturity date to January 1, 1998;

     NOW, THEREFORE, in consideration of the Premises, the
covenants and conditions herein contained, and the sum of TEN
($10.00) DOLLARS and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
the parties hereto do hereby covenant and agree as follows:

     1.    The date of January 19, 1997, set forth in the
Second Mortgage Modification and Consolidation Agreement, as
modified and extended by the said Third Mortgage Modification
and Extension Agreement, on which the entire Consolidated
Principal Indebtedness, plus all accrued fixed interest, there
hereinafter defined Yield Maintenance Amount, the hereinafter
defined Residual Interest Amount, and such other sums due
thereon pursuant thereto are to be paid in full, is hereby
extended to January 1, 1998, and the respective liens of the
Consolidated Mortgages are hereby extended thereby to cover
such date of January 1, 1998, subject to such date being
accelerated at Mortgagee's election to an earlier date (the
"Acceleration Date") that Mortgagee may select (Mortgagee's
Election to Accelerate") upon thirty (30) days' prior written
notice sent to Mortgagor in accordance with Paragraph 33 of
the $10,000,000 Mortgagee at Mortgagor's address set forth and
in such event, the entire Consolidated Principal Indebtedness,
plus all accrued fixed interest, the Yield Maintenance Amount,
the Residual Interest Amount, and the other sums owed thereon
pursuant thereto shall immediately become due and payable and
shall be paid by Mortgagor on the Acceleration Date.

     2.    This Agreement does not create any new, further or
other indebtedness, but secures the same indebtedness
evidenced by Note No. 1 and Note No. 2 as consolidated by the
terms of the Second Mortgage Modification and Consolidation
Agreement and extended and modified by the terms of the Third
Mortgage Modification Agreement, and by this Agreement.

     3.    IF ANY TERM, COVENANT OR CONDITION OF THIS AGREEMENT
SHALL BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY
RESPECT, THIS AGREEMENT SHALL BE CONSTRUED WITHOUT SUCH
PROVISIONS.  IN ADDITION, IF THE TRANSACTION EVIDENCED AND
SECURED HEREBY SHALL BE RESCINDED OR OTHERWISE RENDERED
UNENFORCEABLE IN WHOLE OR IN PART ON ACCOUNT OF ANY LAWS



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RESPECTING CREDITOR'S RIGHTS OR FOR ANY OTHER REASON, THEN, AT
MORTGAGEE'S OPTION, THE ORIGINAL NOTE NO. 1 AND NOTE NO. 2 (AS
CONSOLIDATED HERETOFORE UNDER THE SECOND MORTGAGE MODIFICATION
AND CONSOLIDATION AGREEMENT AND MODIFIED AND EXTENDED BY THE
THIRD MORTGAGE MODIFICATION AND EXTENSION AGREEMENT) AND
ORIGINAL CONSOLIDATED MORTGAGES SHALL BE UNIMPAIRED, AND THEIR
TERMS AND PROVISIONS SHALL BE UNMODIFIED AND IN FULL FORCE AND
EFFECT AS IF THE MODIFICATIONS CONTAINED IN THIS AGREEMENT HAD
NEVER BEEN EXECUTED.

     4.    Mortgagor shall promptly cause this Agreement to be
filed, registered or recorded in such manner and in such
places as may be required by any present or future law in
order to publish notice of and fully to protect the liens of
the Consolidated Mortgages upon, and the interest of Mortgagee
in, the Premises.  Mortgagor shall pay all filing,
registration and recording fees, all expenses incident to the
preparation, execution and acknowledgment of this Agreement
and all federal, state, county and municipal taxes, duties,
imposts, assessments and charges arising out of or in
connection with the filing, registration, recording, executing
and delivery of this Agreement, and Mortgagor shall hold
harmless and indemnify Mortgagee against any liability
incurred by reason of the imposition of any tax on the
issuance, making, filing, registration or recording of this
Agreement; provided, however, Mortgagor shall not be
responsible for Mortgagee's income, franchise or similar such
taxes.

     5.    Mortgagor represents, warrants and covenants that
(a) there are no offsets, counterclaims or defenses against
the Consolidated Principal Indebtedness, Note No. 1, Note No.
2, the Consolidated Mortgages, the $65,000,000 Assignment of
Lessor's in Leases, the $10,000,000.00 Assignment of Lessor's
in Leases, or the 1991 Supplemental Assignment and (b)
Mortgagor (and its respective undersigned representatives)
have full power, authority and legal right to execute this
Agreement and to keep and observe all of the terms of this
Agreement on all such parties' part to be observed or
performed, and (c) this Agreement is valid and binding upon
all such parties and enforceable against all such parties in
accordance with its terms.

     6.    This Agreement shall be binding upon Mortgagor and
Mortgagee and their respective successors and assigns and
shall inure to the benefit of Mortgagor and Mortgagee and
their permitted successors and assigns.



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     7.    This Agreement may be executed in any number of
duplicate originals and each such duplicates original shall be
deemed to constitute but one and the same instrument.

     8.    MORTGAGOR HEREBY ACKNOWLEDGES THAT THE MORTGAGOR AND
THE BENEFICIARIES OF THE TRUST ARE KNOWLEDGEABLE BORROWERS OF
COMMERCIAL FUNDS AND EXPERIENCED REAL ESTATE DEVELOPERS OR
INVESTORS,  (ii) THEY AND THEIR ATTORNEYS FULLY UNDERSTAND THE
EFFECT OF THE ABOVE PROVISIONS,  (iii) MORTGAGEE WOULD NOT
MAKE THE LOAN SECURED HEREBY WITHOUT SUCH PROVISIONS AND  (iv)
SUCH LOAN IS A COMMERCIAL OR BUSINESS LOAN, NEGOTIATED BY
MORTGAGEE AND MORTGAGOR AND THEIR RESPECTIVE ATTORNEYS AT ARMS
LENGTH.  NOTHING CONTAINED IN THIS AGREEMENT SHALL BE
CONSTRUED AS CREATING A JOINT VENTURE OR PARTNERSHIP
RELATIONSHIP BETWEEN THE PARTIES HERETO.

     9.    This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.

     10.   It is specifically agreed that the time is of the
essence of this Agreement and that the waiver of options or
obligations secured by this Agreement shall not at any time be
held to be abandonment of such rights.  Notice of the exercise
of any option granted to Mortgagee herein is not required to
be given unless expressly provided to the contrary herein.

     The Trustees of 260 Franklin Street Associates Trust
hereby certify pursuant to Paragraph 6 of said Trust that the
execution and delivery of this Instrument has been duly
authorized and directed by all of the beneficiaries of said
Trust and said Trust is in full force and effect as of the
date hereof.  The foregoing authorization has not been
altered, amended or rescinded and is in full force and effect
as of the date hereof.

     The party or parties executing this Agreement as
Mortgagor are executing the same as the Trustees and not in
any individual capacity.  As such, they are not personally
liable for fulfilling any of their obligations under this
Agreement and Mortgagee shall look to and be entitled to
succeed to the Premises and the other assets of the trust for
a breach by Mortgagor of its obligations under this Agreement.

     Without limitation on the foregoing, but in addition
thereto, neither Mortgagor nor any Trustee, advisor or any
other entity shall be personally liable in any manner or to
any extent 



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under or in connection with this Agreement (including, but
without limitation, the items set forth as exceptions to
Paragraph 36 of the Consolidated Mortgages) or any other
agreement or instrument entered into in connection herewith;
provided, however, that the forgoing shall not affect or
impair the lien of the Consolidated Mortgage, the rights of
Mortgagee to proceed against the Premises, or any obligations
under a certain Indemnity and Payment Agreement dated December
27, 1991, given by Carlyle Real Estate Limited Partnership-XVI
to Mortgagee.

                 IN WITNESS WHEREOF, the Mortgagor and the
Mortgagee have duly signed, sealed and delivered this
Agreement as a sealed instrument the day and the year
hereinabove first written.



executed signature                /S/ BRIAN K. ELLISON
--------------------              ------------------------------
Witness                           not personally but solely as
                                  Trustee of 260 Franklin Street
                                  Associates Trust as aforesaid,
                                  for self and co-trustees



                                  TEACHERS INSURANCE AND ANNUITY
                                  ASSOCIATION OF AMERICA


/S/ SUSAN M. DEVER                By:  /S/ MARK DE PRIMA
--------------------                   --------------------------
Witness                           Name:  Mark De Prima
                                  Title: Associate Director

/S/ DAVID RODRIGUEZ               By:  /S/ BRIDGET MAC LEAN-LAI
--------------------                   --------------------------
Witness                           Name:  Bridget MacLean-Lai
                                  Title:  Assistant Secretary

                                  [ seal ]



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                           ACKNOWLEDGEMENTS
                           ----------------

STATE OF ILLINOIS     )
                      )  ss.
COUNTY OF COOK        )


     On this 22ND day of MAY, 1997, before me appeared BRIAN
K. ELLISON, to me personally known, who, being by me duly
sworn, did say that he/she is a trustee of 260 Franklin Street
Associated Trust, and that said instrument was signed in
behalf of said trust, and said BRIAN K. ELLISON, acknowledged
said instrument to be the free act and deed of the trustees on
behalf of said trust.

                            /S/ LAURA ANN KLENSKE
                            ------------------------------
                            Notary Public
                            My commission expires:  6-11-99

                            [ official seal ]


STATE OF NEW YORK     )
                      )  ss:  New York,
COUNTY OF NEW YORK    )

     Before me, the undersigned authority, a Notary in and for
said State, on this day personally appeared MARK DE PRIMA and
BRIDGET MAC LEAN-LAI, known to me to be the persons whose
names are subscribed to the foregoing instrument and known to
me to be the ASSOCIATE DIRECTOR and ASSISTANT SECRETARY,
respectively, of Teachers Insurance and Annuity Association of
America, a New York corporation, and that the seal affixed to
the foregoing instrument is the corporate seal of said
corporation, and that said instrument was signed and sealed in
behalf of said corporation by authority of its Board of
Trustees, and acknowledged that they executed the said
instrument for the uses, purposes and consideration therein
expressed on behalf of said Teachers Insurance and Annuity
Association of America.

     Given under my hand and seal of office this 6TH day of
JUNE, 1997.

                            /S/ JULIE A. HATHAWAY
                            ------------------------------
                            Notary Public in the State of New
York
                            My commission expires:  April 7, 1999

                            [ official seal ]


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                               EXHIBIT A
                               ---------

     A parcel of land situated in Boston, Suffolk County,
Massachusetts, shown on a plan entitled "Plan of Land, Boston,
Massachusetts" prepared by R.E. Cameron & Associates, Inc.,
dated January 26, 1983, revised February 24, 1983, recorded
with Suffolk Registry of Deeds at the end of Book 10281, and
bounded:

SOUTHWESTERLY         by Oliver Street, 165.82 feet;

NORTHWESTERLY         by land of Thomas J. White, et al,
Trustees, 96.41 feet;

NORTHEASTERLY         by the same land, 15.80 feet;

NORTHWESTERLY         by the same land, 10.90 feet;

NORTHEASTERLY         by Lot C as shown on said plan, 31.29
feet;

NORTHWESTERLY         by said Lot C, 12.41 feet;

NORTHEASTERLY         by Jenton Way, formerly Hamilton Alley,
122.43 feet; and

SOUTHEASTERLY         by Franklin Street, 95.85 feet.

     Included in the above-described parcel is a parcel of
registered land, bounded:

SOUTHWESTERLY         by the northeasterly line of Oliver
Street, forty-eight and 42/100 (48.42) feet;

NORTHWESTERLY         by lands now or formerly of Daniel M.
Driscoll et al and of Frank Cair Macomber, Jr., the line
running in part through the middle of a sixteen (16) inch
brick wall, one hundred seventeen and 06/100 (117.06) feet;

NORTHEASTERLY         by Hamilton Alley, forty-two and 83/100
(42.83) feet; and

SOUTHEASTERLY         twenty-five and 73/100 (25.73) feet;


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NORTHEASTERLY         seven and 51/100 (7.51) feet; and

SOUTHEASTERLY         eighty-two and 85/100 (82.85) feet by land
now or formerly of 30/32 Oliver Street Corporation, the line
running through the middle of a sixteen (16) inch brick wall.

     All of the bounds of said registered parcel have been
determined by the Land Court to be located as shown on a plan
drawn by George H. Gilboy, Surveyor, dated February 27, 1946,
as modified and approved by the Court, and filed in the Land
Registration Office as plan No. 200064-A, a copy of a portion
of which is filed with Certificate of Title No. 49443.

     Also, one undivided half of the parcel of land situated
in said Boston, adjoining the above described parcel, being
shown as Lot C on the Plan first above referred to and
bounded:

SOUTHWESTERLY         on a parcel above described, 31.29 feet;

NORTHWESTERLY         in part on land now or formerly of Sherry
Biltmore, Inc. and in part on land now or formerly of Dana, et
al, Trustees, by two lines, one measuring 2.44 feet and the
other 19.75 feet, respectively;

NORTHEASTERLY         on other land now or formerly of Dana, et
al, Trustees, 35.78 feet; and

SOUTHEASTERLY         in part on Jenton Way, formerly Hamilton
Alley, 9.90 feet, and in part on land formerly of Burrage and
formerly of the Pardee Ellenberger Co. Incorporated, being the
parcel above described, 12.41 feet, respectively.

The above property also has the following appurtenant rights:

1.   Rights reserved in a deed from Charles W. Mills, et al,
trustee to James F. Dwinnell et al dated November 16, 1868,
recorded in Box 946, Page 130, referred to in deed from said
trustees to Charlotte R. Whitmore et al dated November 16,
1868, recorded in Book 946, Page 132 as corrected by



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     deed from said Trustees to Charlotte R. Whitmore dated
January 25, 1871 recorded in Book 1041, Page 126 (Benefits Lot
C on Plan in Book 4193, Page 612 and burdens Lot B on said
Plan).

2.   Easement for light and air created by grant from James F.
Dwinnell to Alvah A. Burrage dated August 30, 1872, recorded
in Book 1126, Page 117 as modified by agreement dated August
5, 1910, recorded in Book 3475, Page 482 (benefits
northwesterly 23 feet of Lot A on Plan in Book 4193, Page 612
and burdens Lot B on said Plan).

3.   Easements for light, air and passage reserved in a deed
from Alvah H. Burrage to James F. Dwinnell et al dated
September 16, 1872, recorded in Book 1126, Page 116 (benefits
Lot A on plan in Book 4193, Page 612 and burdens Lot C and the
four foot strip on the northeasterly side of Lot C on said
plan).

4.   Easement for passage and repassage in Jenton Way
(formerly known as Hamilton Alley).

5.   Easements for light and air and building maintenance
granted by Grant and Release of Easements between Ferdinand
Colloredo-Mansfield, et al, the Trustees of CC&F-F&O Property
Trust and 2 Oliver Incorporated dated January 27, 1984,
recorded in Book 11100, Page 001.



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                          EXTENSION AGREEMENT
                          -------------------

           THIS EXTENSION AGREEMENT (hereinafter called "this
Agreement", executed as of the 22ND day of MAY, 1997, but
effective as of the 1st day of January, 1997, by and between
NORMAN S. GELLER, THOMAS M. BENNETT, JEFFERY GLUSKIN and NEIL
G. BLUHM, BRIAN K. ELLISON and JULIA C. PARK, as Trustees of
260 FRANKLIN STREET ASSOCIATES TRUST under a Declaration of
Trust dated May 16, 1986, duly recorded with the Suffolk
County Registry of Deeds in Book 12510, Page 64 and filed with
the Suffolk County Registry District of the Land Court as
Document No. 405198, as amended in accordance with the
Certificate of Trustee as to Appointment of Additional
Trustees and First Amendment to Declaration of Trust
establishing 260 Franklin Street Associates Trust, dated
September 12, 1986, duly recorded with Suffolk County Registry
of Deeds as Instrument No. 374 of September 26, 1986, and
filed with the Suffolk County Registry District of the Land
Court as Document No. 411174, and as further amended
Certificate of Trustee as to removal of certain Trustees and
appointment of additional Trustees dated July 23, 1990, duly
recorded with the Suffolk County Registry of Deeds in Book
16416, Page 342, and Documents No. 467674, with appointment of
six Trustees registered as Document Nos. 467675 through 467680
with the Suffolk County Registry District of the Land Court,
as further amended in accordance with a Certificate of Trustee
as to Removal of Certain Trustees and Appointment of
Additional Trustees, dated May 20, 1992, duly recorded with
the Suffolk County Registry of Deeds as Document No. 487549,
having a mailing address c/o JMB Realty Corporation, 900 North
Michigan Avenue, Chicago, Illinois 60611-1575 (hereinafter
called "Borrower"), TEACHERS INSURANCE AND ANNUITY ASSOCIATION
OF AMERICA, a New York corporation having a mailing address of
730 Third Avenue, New York, New York 10017 ("Lender") and THE
BOSTON MORTGAGE CAPITAL CORP., a Massachusetts corporation
having a mailing address of 100 Huntington Avenue, Tower 2,
Fourth Floor, Boston, Massachusetts 02116 (hereinafter called
"Pledge Agent").

                          W I T N E S E T H:
                          ----------------- 

           WHEREAS, the parties hereto entered into a certain
Reserve Pledge Agreement dated January 1, 1991, as modified by



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that certain Modification to Reserve Escrow Agreement dated
January 1, 1994, as further modified and restated by that
certain Reserve Pledge Agreement dated December 4, 1996, but
effective as of January 1, 1996, pursuant to that certain loan
made by Borrower from Lender of even date therewith
(collectively, the "Reserve Pledge Agreement");

           WHEREAS, the borrower has requested an extension of
the maturity date of said loan from January 1, 1997, to
January 1, 1998;

           WHEREAS, Lender has agreed to the extension of the
maturity date to January 1, 1998, upon the same terms and
conditions set forth in that certain Fourth Mortgage
Modification and Extension Agreement between the parties
hereto of even date herewith, to be recorded in the
appropriate Records of the County of Suffolk, State of
Massachusetts.

           NOW, THEREFORE, the parties hereto agree that the
Reserve Pledge Agreement hereinabove mentioned shall be
extended until January 1, 1998.  All other terms of said
Reserve Pledge Agreement shall remain the same and in full
force and effect, except that wherever that date of January 1,
1997, appears in the Reserve Pledge Agreement, the date
"January 1, 1998" shall be substituted.  The Tenant Security
Deposit Account, Working Capital Account and the Reserve
Account shall be maintained and terminated as more
particularly provided under the paragraphs captioned "Working
Capital Account," "Duty to Hold Funds," "Tenant Security
Deposit Account," "Termination of Reserve Account" and
"Termination of Tenant Security Deposit Account" of said
Reserve Pledge Agreement, except that no payment shall be made
to JMB Realty Corporation out of the Reserve Account until
January 1, 1998, the new date that was changed as indicated
above.

           This Agreement can be executed in one or more
counterparts, each of which shall be an original and all of
which shall constitute one agreement.

           The party or parties executing this Agreement for
and on behalf of Borrower are doing so in their capacity of
Trustee and not as individuals.  As such, any liability for
breaching any of the Borrower's obligation hereunder shall be
limited to the Premises, trust assets and the monies deposited
in escrow under this Agreement.


                                   2


<PAGE>


Appl. #MA-374
Mtge. #000207800


           Without limitation on the foregoing, but in addition
thereto, neither Borrower nor any Trustee, advisor or any
other entity shall be personally liable in any manner or to
any extent under or in connection with this Agreement or any
other agreement or instrument entered into in connection
herewith; provided, however, that the foregoing shall not
affect or impair any obligations under a certain Indemnity and
Payment Agreement dated December 27, 1991, given by Carlyle
Real Estate Limited Partnership XV and Carlyle Real Estate
Limited Partnership XVI to Lender.

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




executed signature                /S/ BRIAN K. ELLISON
---------------------------       --------------------------------
Witness                           not personally but solely as
                                  Trustee of 260 Franklin Street
                                  Associates Trust as aforesaid 
                                  for self and co-trustees


                                  TEACHERS INSURANCE AND ANNUITY
                                  ASSOCIATION OF AMERICA


/S/ DAVID RODRIGUEZ               BY:  /S/ MARK DE PRIMA
---------------------------       ------------------------------
Witness                           Name:  Mark DePrima
                                  Title:  Associate Director
                                  [seal]


                                  THE BOSTON MORTGAGE 
                                  CAPITAL CORP.
Attest:

/S/ JACQUELINE W. KELLEY          BY:  HAROLD C. MC KENNA
---------------------------       ------------------------------
Name:  Jacqueline W. Kelley       Name:  Harold C. McKenna
Title:  Office Manager            Title:  President
                                  [seal]


                                   3