EXHIBIT 3.1
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                       ARVIDA/JMB PARTNERS, L.P.

                         AMENDED AND RESTATED
                   AGREEMENT OF LIMITED PARTNERSHIP

     Agreement of Limited Partnership dated as of September 10, 1987 among
the General Partner and the Associate Limited Partners, the Initial Limited
Partner, and those persons who shall hereafter be admitted as Substituted
Limited Partners.

     In consideration of the mutual promises made herein, the parties,
intending to be legally bound, hereby agree as follows:


                              ARTICLE ONE

                             DEFINED TERMS

     The defined terms used in this Agreement shall, unless the context
otherwise requires, have the meanings specified in this Article One. The
singular shall include the plural, and the masculine gender shall include
the feminine and neuter, and vice versa, as the context requires.

     "Accountants" means Price Waterhouse or such other nationally
recognized firm of independent certified public accountants as shall be
engaged by the General Partner for the Partnership.

     "Acquisition Agreement" means that certain purchase and sale
agreement, dated January 29, 1987, entered into by and among The Walt
Disney Company, the Partnership and JMB Realty Corporation, as
supplemented, which agreement provides for the purchase by JMB or its
affiliates of interests in undeveloped and partially and fully developed
land and real estate improvements (or leasehold interests therein); rights
under contracts for the purchase or lease of land; mortgages and accounts
receivable; certain management and other service contracts; the stock of
certain subsidiaries of Arvida Corporation; certain real estate assets held
for investment; and certain club and recreational facilities.

     "Acquisition Expenses" means those expenses including, but not
limited to, legal fees and expenses, travel and communications expenses,
costs of appraisals, non-refundable option payments on property not
acquired, accounting fees and expenses, title insurance and miscellaneous
expenses related to selection, acquisition and development of real
properties by the Partnership, whether or not acquired.

     "Acquisition Fees" means the total of all fees and commissions paid
by any Person to any other Person, including the General Partner or its
Affiliates, in connection with the identification, evaluation,
investigation, negotiation, selection, purchase or development of any real
property (whether or not acquired) by the Partnership (except a development
fee paid to a Person who is not an Affiliated Person of the General Partner
in connection with a Property actually acquired), including real estate
commissions, selection fees, development fees, non-recurring management
fees, or any fees of a similar nature, however designated and however
treated for tax or accounting purposes.

     "Additional Limited Partnership Interests" means the Limited
Partnership Interests issued to the Initial Limited Partner and assigned to
Assignee Holders pursuant to Section 3.3.

     "Adjusted Capital Investments", with respect to any fiscal quarter,
means the Capital Investments of the Holders of Interests reduced (but not
below zero), as of the first day of any fiscal quarter following the fiscal
quarter with respect to which a distribution is made, by cumulative, non-
compounded distributions of Cash Flow to the Holders in excess of 10% per
annum of their Adjusted Capital Investments for all prior fiscal quarters.

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     "Affiliate" or "Affiliated Person" means, when used with reference to
a specified Person, (i) any Person that directly or indirectly through one
or more intermediaries controls or is controlled by or is under common
control with the specified Person, (ii) any Person that is an officer or
director of, partner in or trustee of, or serves in a similar capacity with
respect to, the specified Person of which the specified Person is an
officer, partner or trustee, or with respect to which the specified Person
serves in a similar capacity, (iii) any Person that, directly or
indirectly, is the beneficial owner of 10% or more of any class of voting
securities of, or otherwise has a substantial beneficial interest in, the
specified Person or of which the specified Person is directly or indirectly
the owner of 10% or more of any class of voting securities or in which the
specified Person has a substantial beneficial interest and (iv) any
relative or spouse of the specified Person. Affiliate or Affiliated Person
of the Partnership or the General Partner does not include a Person who is
a partner in a partnership or joint venture with the Partnership or with
any other Affiliate or Affiliated Person of the Partnership or the General
Partner if such Person is not otherwise an Affiliate or Affiliated Person
of the Partnership or the General Partner.

     "Agreement" means this Agreement of Limited Partnership, as
originally executed and as amended from time to time, as the context
requires. Words such as "herein", "hereinafter", "hereof", "hereto",
"hereby" and "hereunder", when used with reference to this Agreement, refer
to this Agreement as a whole, unless the context otherwise requires.

     "Arvida" means Arvida Management Company, an Illinois corporation.

     "Arvida/JMB Associates" means Arvida/JMB Associates, an Illinois
general partnership.

     "Arvida/JMB Partners" means Arvida/JMB Limited Partnership, an
Illinois limited partnership.

     "Assignee Holder" means a Person who has acquired an Additional
Limited Partnership Interest from the Initial Limited Partner pursuant to
Section 3.3 and who has not become a Substituted Limited Partner, or any
person who has acquired an Additional Limited Partnership Interest by a
subsequent assignment by such an Assignee Holder and who has not become a
Substituted Limited Partner.

     "Associate Limited Partners" means Arvida/JMB Associates and
Arvida/JMB Partners in their capacities as Partners, so long as either
shall be a Partner and thereafter shall mean any such Person as shall be
admitted, as herein provided, as a successor Partner, in its capacity as
such, to Arvida/JMB Associates or Arvida/JMB Partners or any successor to
their respective Interests.

     "Capital Account" means, with respect to any Interest and, to the
extent applicable, any Partner, the aggregate capital contributions with
respect to such Interest (1) reduced, to the extent required under Section
704(b) of the Code, by (a) any Losses (which includes any items thereof)
allocated with respect to such Interest under Articles Four and Eleven, (b)
any distributions of Cash Flow and Liquidation proceeds with respect to
such Interest under Articles Four and Eight, (c) any expenditures of the
Partnership described, or treated under Section 704(b) of the Code as
described, in Section 705(a)(2)(B) of the Code with respect to such
Interest, and (d) a Partner's share of any downward adjustment to the basis
of a Partnership asset pursuant to Section 48(q) of the Code, and (2)
increased, to the extent required under Section 704(b) of the Code, by (x)
any Profits (which includes any items thereof) allocated with respect to
such Interest under Articles Four and Eleven and (y) a Partner's share of
any upward adjustment to the basis of a Partnership asset pursuant to
Section 48(q) of the Code. In addition to the specific increases and
decreases to a Capital Account which are provided to be made under this
Agreement, any item which is required to be reflected in a Capital Account
under Section 9.1C shall be so reflected. The Capital Account with respect
to any Interest shall reflect all prior adjustments to the Capital Account
of any predecessor holder of such Interest.

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     "Capital Investment" means, (i) with respect to any Limited
Partnership Interest (other than the Interests to the Associate Limited
Partners), $1,000 per each full Limited Partnership Interest (regardless of
any applicable discount on selling commissions), and (ii) with respect to
any General Partnership Interest and the Interests of the Associate Limited
Partners, the total amount of money and other capital contributed to the
Partnership by such Partner (or the predecessor holder of the Interest of
such Partner).

     "Cash Flow" means, with respect to any fiscal period, all cash
revenues and receipts of the Partnership (other than capital
contributions), including all cash proceeds from sales of assets of the
Partnership, any contributions from builders, sellers and joint venture
partners, without deduction for depreciation, plus the proceeds from any
loans or other indebtedness incurred by the Partnership, but after
deducting such cash revenues or receipts used to pay Operating Expenses,
Debt Service, capital expenditures with respect to Properties and any
amounts set aside for the restoration or creation of Reserves.

     "Code" means the Internal Revenue Code of 1986 (or any corresponding
provision or provisions of succeeding law).

     "Communities" means the Partnership's interests in those property
developments (i) which are developed by the Partnership or Affiliates of
the General Partner under the name "Arvida" and using the personnel of
Arvida and which are in the nature of master planned residential
communities, including any related resort, business and commercial
components and (ii) which were purchased pursuant to, or as contemplated
by, the Acquisition Agreement or the Prospectus.

     "Consent" means either the consent given by vote at a meeting called
and held in accordance with the provisions of Section 10.1 hereof or the
prior written consent, as the case may be, of a Person to do the act or
thing for which the consent is solicited, or the act of granting such
consent, as the context may require.

     "Debt Service" means all payments required to be made in connection
with any loan to the Partnership or any other loan or arrangement secured
by a lien (including a ground lease) on any of the Properties.

     "Front-End Fees" means the fees and expenses paid by any Person for
any services rendered in connection with the organizational or acquisition
phase of the Partnership, including Organization and Offering Expenses, the
Acquisition Fees, the Acquisition and Financing Guaranty Fee, Acquisition
Expenses and any other similar fees, however designated (except a
development fee paid to a person who is not an Affiliate of the General
Partner in connection with a Property actually acquired).

     "General Partner" means Arvida/JMB Managers, Inc., in its capacity as
a General Partner, so long as it shall be a General Partner and thereafter
shall mean such Person as shall be admitted, as herein provided, as a
successor General Partner, in its capacity as such, to Arvida/JMB Managers.
Inc. or any successor to its Interest or any portion thereof.

     "General Partnership Interest" means the entire interest of the
General Partner in the Partnership at any particular time.

     "Gross Proceeds of the Offering" means the aggregate of Capital
Investments received and retained by the Partnership from the offering
contemplated by Section 3.3A.

     "Holder" or "Holder of Interests" means (i) an Assignee Holder, (ii)
a Limited Partner holding any Interests as to which no assignment is then
currently recognized, including the Initial Limited Partner (but not
including the Associate Limited Partners), or (iii) an assignee of
Interests from a Limited Partner who has been recognized as such pursuant
to Section 7.2C.

     "Initial Limited Partner" means JMB Investor Services Corporation, an
Illinois corporation.
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     "Interest" means a General Partnership Interest or a Limited
Partnership Interest, or the Interests of the Associate Limited Partners in
the Partnership, at any particular time, as the case may be, including the
right to any and all benefits to which a General or Limited Partner may be
entitled as provided in this Agreement, together with the obligations of
such Partner to comply with all the terms and provisions of this Agreement.

     "Investment in Properties" means the amount of Gross Proceeds of the
Offering actually paid for or allocated to the purchase, development,
construction or improvement of Properties acquired by the Partnership,
including the purchase of Properties, working capital reserves allocable
thereto (except that working capital reserves in excess of 5% of Gross
Proceeds of the Offering shall not be included), and other cash payments,
such as interest and taxes, which are paid out of the Gross Proceeds of the
Offering in connection with the Partnership's acquisition of its interest
in a Property, but excluding Front-End Fees.

     "JMB" or "Sponsor" means JMB Realty Corporation, a Delaware
corporation, and its successors or assigns.

     "Limited Partner" means any Person who is a Limited Partner, whether
the Initial Limited Partner (but only to the extent of us $5,000.  Capital
Investment with respect to the Interests it holds as to which no assignment
is then currently recognized), any Associate Limited Partner or a
Substituted Limited Partner, at the time to reference thereto, in such
Person's capacity as a Limited Partner of the Partnership.

     "Limited Partnership Interest" means the entire interest in the
Partnership held by a Limited Partner (other than the Associate Limited
Partners) or a Holder with respect to such interest.  Reference to holders
of a majority or specified percentage of the outstanding Limited
Partnership Interests means Limited Partners whose Interests represent
combined Capital Investments constituting over 50% of such specified
percentage, respectively, of the Capital Investments with respect to all
Limited Partnership Interests.

     "Liquidation" means (i) when used with reference to the Partnership,
the earlier of (a) the date upon which the Partnership is terminated under
Section 708(b)(1) of the Code or (b) the date upon which the Partnership
ceases to be a going concern, and (ii) when used with reference to any
Partner, the earlier of (a) the date upon which there is a Liquidation of
the Partnership or (b) the date upon which such Partner's entire interest
in the Partnership is terminated other than by transfer, assignment or
other disposition to a Person other than the Partnership.

     "ML Real Estate Associates II" means ML Real Estate Associates
Limited Partnership II, a New York limited partnership, and (other than
with respect to the penultimate paragraph of Section 4.1 and except as
otherwise provided herein) any successor or assign of any of its Interests.

     "Management and Supervisory Agreement" means that agreement between
the Partnership and Arvida pursuant to which Arvida is obligated to provide
development and management supervisory personnel to the Partnership for all
of its projects and operations in accordance with the objectives and
criteria set forth in the Management and Supervisory Agreement and the
Partnership will reimburse Arvida fully for all of its out-of-pocket
expenses (including, notwithstanding any other provision of this Agreement,
an allocable share of its salary and salary-related expenses) incurred
while supervising the development and operation of the Properties and
Partnership operations, but will not pay any other fees, direct or
indirect, to Arvida.

     "Minimum Gain" means, as of the end of any fiscal year or other
applicable time, the excess, if any, of (i) the aggregate outstanding
balance of any nonrecourse indebtedness of the Partnership (including the
Partnership's proportionate share of any nonrecourse indebtedness of any
joint venture in which the Partnership is a partner) to which Properties of
the Partnership are subject, excluding any portion of such balance that
would not be treated as an "amount realized" under the Code if such
nonrecourse indebtedness were foreclosed upon, over (ii) the aggregate
adjusted basis of such Properties (including the Partnership's
proportionate share of the adjusted basis of such

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Properties held by a joint venture in which the Partnership is a partner)
subject to such nonrecourse indebtedness for Federal income tax purposes.
Notwithstanding the foregoing, the definition of "Minimum Gain" may take
into account any other adjustments required or permitted under Section
704(b) of the Code.

     "Notification" means a writing, containing the information required
by this Agreement to be communicated to any Person, sent by registered,
certified or regular mail, postage prepaid, to such Person at the last
known address of such Person. The date of registry thereof or the date of
the certified receipt therefor in the case of registered or certified mail
shall be deemed the date of receipt of Notification; provided, however,
that any communication containing such information sent to such Person and
actually received by such Person shall constitute Notification for all
purposes of this Agreement.

     "Offering Termination Date" means the date of termination of the
offering of Interests contemplated by Section 3.3, which shall be not later
than 24 months after the date of the Prospectus (or, with respect to any
particular state, an earlier date if necessary to comply with the "Blue
Sky" laws of any such state).

     "Organization and Offering Expenses" means those expenses incurred in
connection with the formation and qualification of the Partnership
(including an amount equal to 1% of the Gross Proceeds of the Offering
relating to Interests purchased by ML Real Estate Associates II pursuant to
Section 3.3G hereof), the registration of the Interests under applicable
Federal and state law, and in marketing, distributing and issuing the
Interests, and any other expenses actually incurred and directly related to
the offering and sale of the Interests, including such expenses as: (a)
fees paid to underwriters' attorneys, (b) registration fees, filing fees
and taxes, (c) the costs of qualifying, printing, amending, supplementing,
mailing and distributing the registration statement and Prospectus,
including telephone and telegraphic costs, (d) the costs of qualifying,
printing, amending, supplementing, mailing and distributing sales materials
used in connection with the issuance and marketing of the Interests,
including telegraphic and telephone costs, (e) salaries and direct expenses
of officers and employees of the General Partner and its Affiliates while
directly engaged in organizing the Partnership and in registering,
marketing, distributing, processing and establishing records of the
Interests and establishing records of and paying underwriters' commissions,
(f) accounting and legal fees incurred in connection therewith, (g) all
advertising expenses incurred in connection therewith, including the costs
related to investor and broker/dealer sales meetings, and (h) interest
expense incurred on Partnership indebtedness the proceeds of which have
been used or are to be used to pay brokerage fees.

     "Operating Expenses" means, with respect to any fiscal period, except
to the extent paid with cash withdrawn from Reserves therefor, the amount
of cash disbursed in such period in order to obtain all cash receipts
during such period including all cash expenses (such as advertising and
promotion, management, interest, salary, utility, repair and maintenance,
accounting, statistical or bookkeeping services and computing or accounting
equipment use, travel and telephone expenses and amounts paid to Arvida in
connection with its carrying out the duties described in the Management and
Supervisory Agreement authorized in Section 5.2A(ix) hereto, but not
including, except as provided in Section 5.1D hereof, any overhead expenses
or any salaries paid by the General Partner to its officers and directors).

     "Partner" means any General Partner or Limited Partner.

     "Partnership" means the limited partnership formed pursuant to this
Agreement by the parties hereto, as said limited partnership may from time
to time be constituted.

     "Person" means any individual, partnership, corporation, trust or
other entity.

     "Profits" and "Losses" mean, at all times during the existence of the
Partnership, the income or loss of the Partnership (including the
Partnership's share of income or loss of any partnership or joint venture
which owns a particular Property) for Federal income tax purposes and
income (if any) of the Partnership exempt from tax for such purposes,
determined as of the close of the Partnership's fiscal year, including,
without limitation, each item of Partnership income, gain, loss and
deduction.

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     "Properties" means all of the assets acquired by the Partnership. In
the case or any Property owned by a partnership or joint venture in which
the Partnership shall be a partner, directly or indirectly, the term
"Properties" shall include any Property which is so owned.

     "Prospectus" means the prospectus contained in the registration
statement filed with the Securities and Exchange Commission for the
registration of Additional Limited Partnership Interests under the
Securities Act of 1933, as amended, in the final form in which said
prospectus is filed with said Commission and as thereafter supplemented
pursuant to Rule 424 under said Act.

     "Reserves" means, with respect to any fiscal period, payments made or
amounts allocated during such period to reserves which shall be maintained
in amounts deemed sufficient by the General Partner for working capital and
to pay taxes, insurance, Debt Service, repairs, replacements or renewals,
or other costs and expenses, incident to the ownership or operation of the
Properties.

     "Substituted Limited Partner" means any Person admitted to the
Partnership as a Limited Partner pursuant to the provisions of Section 7.2.


                              ARTICLE TWO

                  FORMATION, NAME, PLACE OF BUSINESS,
                           PURPOSE AND TERM


SECTION 2.1  Formation

     The parties hereto hereby form, or ratify the formation of, a limited
partnership pursuant to the provisions of the Revised Uniform Limited
Partnership Act of the State of Delaware.

SECTION 2.2  Name, Place of Business

     The Partnership shall be conducted under the name and style of
Arvida/JMB Partners, L.P. or such other name as the General Partner shall
hereafter designate in writing to the Limited Partners. The Partnership may
conduct its business under such other name or names as the General Partner
shall determine from time to time.  The place of business and principal
office of the Partnership, unless changed by the General Partner, shall be
875 North Michigan Avenue, Chicago, Illinois 60611. Notification of any
such change in the Partnership's place of business and principal office
shall be given to the Holders of Interests. The Partnership's registered
agent for service of process in Delaware is The Corporation Trust Company.
The Partnership's registered office in the State of Delaware is at
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

SECTION 2.3  Purpose

     The purpose and character of the business of the Partnership is to,
either directly or through joint ventures or joint participations or
otherwise, invest in, acquire, develop, hold, maintain, operate, improve,
lease and otherwise use the Properties and interests therein for profit
(and in connection therewith the Partnership shall have the power to
dispose of, or cause any joint venture or joint participation or other
entity to dispose of, in any manner, any such Properties or interests
therein) and to engage in any other activities related or incidental
thereto. The Partnership shall not engage in any other business or
activity.

SECTION 2.4  Term

     The Partnership commenced as a limited partnership on the date of
first filing, with the appropriate authority of the State of Delaware, of a
Certificate of Limited Partnership pursuant to the Revised Uniform Limited
Partnership Act of the State of Delaware and shall continue in full force
and effect until December 31, 2087 or until dissolution and termination
prior thereto pursuant to the provisions hereof.

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                             ARTICLE THREE

                         PARTNERS AND CAPITAL


SECTION 3.1  General Partner

     The name, address and capital contributions of the General Partner of
the Partnership are as set forth in Schedule A attached hereto, as from
time to time amended and hereby incorporated herein. Except as set forth in
Sections 4.2F and 8.2, the General Partner as such shall not make any
additional capital contributions to the Partnership.

SECTION 3.2  Limited Partners

     The names, addresses and capital contributions of Limited Partners
(which may be expressed as the number of Limited Partnership Interests
held) with respect to the Additional Limited Partnership Interests issued
to the Initial Limited Partner as provided in Section 3.3, Interests
otherwise held by the Initial Limited Partner and the Associate Limited
Partners and Limited Partnership Interests held by other Limited Partners
as provided in Section 7.2 are as set forth in Schedule A attached hereto,
as from time to time amended and hereby incorporated herein. SECTION 3.3
Additional Limited Partnership Interests

     A.    The General Partner is authorized to issue Additional Limited
Partnership Interests to the Initial Limited Partner from time to time, if,
after any such issuance, the Capital Investments with respect to all
Additional Limited Partnership Interests (without giving effect to those
described in Section 3.3G) would be not less than $165,000,000 and not more
than such maximum amount (not to exceed $400,000,000) as the General
Partner and Merrill Lynch, Pierce, Fenner & Smith Incorporated shall
determine. It is hereby understood and agreed that the Initial Limited
Partner shall assign such Additional Limited Partnership Interests to other
Persons, as provided in an assignment agreement to be executed among the
Partnership, the General Partner and the Initial Limited Partner on its own
behalf and on behalf of all Assignee Holders, in a public offering pursuant
to a Registration Statement filed with the Securities and Exchange
Commission for the registration of such Additional Limited Partnership
Interests assigned to the Assignee Holders under the Securities Act of
1933, as amended, and the Partnership and the General Partner agree to take
such actions as are necessary in order to facilitate such offering of
Additional Limited Partnership Interests; provided that (a) the proceeds of
such offering shall be paid directly to the Partnership as Capital
Investments with respect to such Additional Limited Partnership Interests
and (b) no assignee of such Additional Limited Partnership Interests shall
be or become a Substituted Limited Partner except pursuant to the
provisions of Section 7.2.  Pending the receipt of subscriptions for not
less than 165,000 Additional Limited Partnership Interests, all
subscription proceeds shall be kept by the General Partner separate and
apart from all other funds, and shall be deposited and held in trust in one
or more interest-bearing or non-interest-bearing accounts, in the
discretion of the General Partner. All funds paid in by Persons to whom the
Additional Limited Partnership Interests are offered shall continue to be
their property and shall be held in trust in an escrow account for their
benefit until such time as the Partnership has received subscriptions to
purchase 165,000 Additional Limited Partnership Interests; in the event
that the Partnership has not received subscriptions to purchase 165,000
Additional Limited Partnership Interests by the Offering Termination Date,
the General Partner shall terminate the offering and all subscription
payments shall be refunded promptly in full to the subscribers together
with a pro rata share of any earnings thereon based on the amount of the
subscription proceeds of each subscriber and the number of days such
subscription proceeds were held in the escrow account.  In the event the
minimum number of subscriptions have been obtained, all Persons whose
subscriptions for Additional Limited Partnership Interests are accepted by
the Partnership on or prior to the date as shall have been selected by the
General Partner and announced as the cut-off for the first admission of
Limited Partners, shall be recognized as Assignee Holders (through an
assignment from the Initial Limited Partner in accordance with Section
7.2B) with respect to such subscriptions for Limited Partnership Interests
as of the first day, or such other day or days as the General Partner may
determine, of the month in which such Additional Limited Partnership
Interests have been assigned

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to such Persons, as determined by the General Partner and as reflected on
the books of the Partnership (such date being known as the "First Admission
Date"); all persons whose subscriptions for such Additional Limited
Partnership Interests are accepted by the Partnership after the First
Admission Date shall be recognized as Assignee Holders (through an
assignment from the Initial Limited Partner in accordance with Section
7.2B) with respect to such subscriptions as of the first day, or such other
day or days as the General Partner may determine, of the month in which the
Partnership has accepted such subscriptions and such Additional Limited
Partnership Interests have been assigned to such Persons, as determined by
the General Partner and as reflected on the books of the Partnership (such
subsequent dates being known as "Later Admission Dates" and the last such
date being known as the "Final Admission Date").  Notwithstanding the
foregoing provisions with respect to the purchase of Interests by investors
as Assignee Holders, the General Partner may, in its sole discretion, elect
to cause all investors (or investors in certain states) in the public
offering to become Limited Partners in the Partnership without regard to
the fulfillment of the conditions specified in Section 7.2. In the event of
such election, the General Partner is hereby authorized and directed to
make any and all necessary filings and take any and all other actions as
shall be necessary in order to reflect the admission of such investors as
Limited Partners of the Partnership. Any rights of Assignee Holders
referred to herein shall, in the event of such election, be vested in such
investors as Limited Partners of the Partnership.

     B.    In the event the required minimum in subscriptions is received
and the offering is consummated, a subscriber for interests (other than ML
Real Estate Associates II) shall be entitled to receive from the
Partnership a distribution of Cash Flow equal to the amount of his Capital
Investments multiplied by the interest rate or rates per annum determined
by the General Partner, as provided in the Prospectus, for the period from
the day after the day his subscription proceeds are received in the escrow
account through the end of the fiscal quarter in which the Final Admission
Date (as defined above) occurs. Payment of such distribution shall be made
quarterly approximately 60 days after the end of the fiscal quarter in
which the First Admission Date occurs, and approximately 60 days after the
end of each fiscal quarter thereafter, through the fiscal quarter in which
the Final Admission Date occurs and, in any event, such distributions shall
be made prior to, and without regard to, any other cash distributions to
which Holders of Interests are entitled hereunder.

     C.    The Capital Investments with respect to the Additional Limited
Partnership Interests of each Assignee Holder (other than ML Real Estate
Associates II) shall be not less than $5,000 and shall be made in cash.

     D.    Capital Investments with respect to Additional Limited
Partnership Interests issued to the Initial Limited Partner as provided in
this Section 3.3 (which may be expressed as the number of Interests issued)
shall be as set forth in Schedule A attached hereto, as amended from time
to time, and hereby incorporated herein.

     E.    All subscriptions from Assignee Holders for the purchase of
Additional Limited Partnership Interests shall be accepted or rejected by
the Initial Limited Partner (which shall act at the discretion of the
General Partner) within thirty (30) days of receipt and if rejected all
subscription funds will be returned to the subscriber forthwith.  If not
rejected within thirty (30) days of receipt, any subscription shall be
deemed to be accepted. No General Partner or Affiliated Person of a General
Partner or any underwriter, dealer or salesman of Additional Limited
Partnership Interests shall directly or indirectly pay or award any
finder's fee, commission or other compensation to any Person engaged by a
potential investor for investment advice as an inducement to such advisor
to advise the purchase of Additional Limited Partnership Interests;
provided, however, that this provision shall not prohibit the normal
selling commission payable to a registered broker-dealer or other properly
licensed Person (including Affiliated Persons of the General Partner) for
selling Additional Limited Partnership Interests.

     F.    Except as otherwise provided in Section 3.3A, the General
Partner shall have sole and complete discretion in determining the terms
and conditions of the public offering and sale of Additional Limited
Partnership Interests and the General Partner is authorized and directed to
do

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all things which it deems to be necessary, convenient, appropriate or
advisable in connection therewith, including, but not limited to, the
preparation and filing on behalf of the Partnership of a registration
statement with the Securities and Exchange Commission and the securities
commissions (or similar agencies or offices) of such jurisdiction as the
General Partner shall determine and the execution or performance of
agreements with underwriters and others concerning the marketing of
Additional Limited Partnership Interests on such basis and upon such terms
as the General Partner shall determine.

     G.    Notwithstanding any other provision of this Section 3.3, (i)
within ten days after the commencement of the public offering contemplated
by Section 3.3A, ML Real Estate Associates II may acquire an interest in
the Partnership as provided herein upon its payment of $100.00 and (ii) to
evidence such interest in the Partnership, as of the First Admission Date
and any Later Admission Dates, the General Partner may issue Additional
Limited Partnership Interests to the Initial Limited Partner for assignment
to ML Real Estate Associates II (which shall be an Assignee Holder thereof
for purposes of this Agreement) in an amount equal to 1% of the Additional
Limited Partnership Interests to be issued on such date under Section 3.3A
for a consideration of $1 per Additional Limited Partnership Interest.  It
is hereby understood that such Additional Limited Partnership Interests
shall be registered with the Securities and Exchange Commission
contemporaneously with those described in Section 3.3A.

SECTION 3.4  Partnership Capital

     A.    No Partner shall be paid interest on any Capital Investment.

     B.    No Partner shall have the right to withdraw, or receive any
return of, his Capital Investment, except as may be specifically provided
herein.

     C.    Under circumstances requiring a return of any Capital
Investment, no Partner shall have the right to receive property other than
cash, except as may be specifically provided herein.

SECTION 3.5  Liability of Partners

     No Limited Partner shall be liable for the debts, liabilities,
contracts or any other obligations of the Partnership.  Except as
specifically provided herein with respect to the Associate Limited
Partners, a Limited Partner shall be liable only to make the Capital
Investments with respect to the Limited Partnership Interests which he
holds and shall not be required to lend any funds to the Partnership or,
after the Capital Investments with respect to such Interests shall have
been paid, to make any further capital contribution to the Partnership.
Subject to the provisions of Section 5.8, no General Partner shall have any
personal liability for the repayment of the Capital Investments with
respect to Limited Partnership Interests.  No Limited Partner shall be
entitled to the withdrawal or return of his capital contributions, except
to the extent, if any, that distributions made pursuant to this Agreement
or upon termination of the Partnership may be considered as such by law and
then only to the extent provided for therein.


                             ARTICLE FOUR

         CASH DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES

SECTION 4.1  Distributions of Cash Flow

     Beginning with the first fiscal quarter following the fiscal quarter
in which the offering of Additional Limited Partnership Interests to the
public terminates as contemplated by Section 3.3, all Cash Flow of the
Partnership shall be distributed quarterly within sixty (60) days after the
close of each fiscal quarter as follows:

     (i)   90% to the Holders of Interests and 10% to the General Partner
           and Associate Limited Partners (collectively) until the Holders
           of Interests have received a cumulative, non-compounded, 10%
           per annum return on their Adjusted Capital Investments plus the
           return of their Capital Investments; and

                                  A-9


<PAGE>


     (ii)  thereafter, all Cash Flow shall be distributed 85% to the
           Holders of Interests and 15% to the General Partner and the
           Associate Limited Partners (collectively); provided, however,
           that the General Partner and the Associate Limited Partners
           (collectively) shall be entitled to receive distributions of
           amounts otherwise distributable to the Holders or Interests
           under this clause (ii) to the extent such additional amounts do
           not exceed the lesser of (A) 2% of the total cumulative selling
           price of all interests in real property of the Partnership
           which have been sold or otherwise disposed of subsequent to the
           First Admission Date and (B) 13% of the cumulative amount
           distributed under this clause (ii) to all Persons.

     Notwithstanding the foregoing clause (i), the 10% of Cash Flow
distributable to the General Partner and Associate Limited Partners
(collectively) under such clause (i) shall be limited as follows:

     (A)   to the extent, if any, that one percent (1%) of the Gross Asset
           Value (as defined below) is less than 5.2631% of Cash Flow, the
           amount distributed to the General Partner and Associate Limited
           Partners (collectively) shall be reduced by the amount of any
           such deficiency and the Holders of Interests shall receive
           additional Cash Flow in the amount of such reduction;

     (B)   the receipt by the General Partner and the Associate Limited
           Partners (collectively) of 4.7369% of total Cash Flow under
           said clause (i) (the "Remainder") shall be deferred (and such
           deferred amount shall be distributed to the Holders of
           Interests) unless the Holders of Interests have received Cash
           Flow distributions equal to a 12% per annum cumulative,
           non-compounded return on their Capital Investments; provided,
           however, that such deferral shall terminate at such time as the
           Holders of Interests have received total distributions of Cash
           Flow equal to their Capital Investments; any deferred amount of
           the Remainder shall be distributable to the General Partner and
           the Associate Limited Partners (collectively), (x) out of any
           Cash Flow otherwise distributable to the Holders of Interests
           under the foregoing clause (i) at such time as the Holders of
           Interests have received a 12% per annum cumulative,
           non-compounded return on their Capital Investments, or (y) in
           any event, to the extent of one-half of Cash Flow otherwise
           distributable to the Holders of Interests at such time as the
           Holders of Interests have received total distributions of Cash
           Flow equal to their Capital Investments.

     "Gross Asset Value" shall mean the dollar amount reflected on the
books and records maintained by the Partnership, at the Final Admission
Date, of the gross assets (including all of the Partnership's interests in
joint venture assets) acquired by the Partnership, directly or indirectly,
or, if sold or otherwise disposed of, the proceeds of such assets,
increased by the dollar amount reflected on the books and records
maintained by the Partnership, at the time of their respective acquisition,
of any gross assets (including all of the Partnership's interests in joint
venture assets) which the Partnership subsequently acquires, directly or
indirectly, from the Seller or otherwise as contemplated by the Acquisition
Agreement or the Prospectus.

     No amounts computed as 2% of the selling price of any real property
in connection with sale of a Property under (ii) above shall exceed 50% of
the amount customarily charged in connection with sales of real properties
in arm's-length transactions by non-affiliates of JMB rendering services as
an ongoing public activity in the same geographical location and for
comparable real property; provided, however, that the amount computed as 2%
of the selling price of any Property plus the real estate commission paid
to anyone (other than commissions which inure to the benefit of the
Partnership) in connection with the sale of a Property shall in no event
exceed the lesser of (i) 6% of the gross purchase price of the Property or
(ii) the amount customarily charged in connection with sales of real
properties in arm's-length transactions by non-affiliates of JMB rendering
real estate brokerage services as an on-going public activity in the same
geographical location and for comparable real property.

     The General Partner shall use its best efforts to operate the
Partnership so that such operation will provide sufficient Cash Flow
(including distributions under Section 3.3B) in order that the aggregate
Cash Flow distributions for each year distributable to the Holders (other
than ML Real
                                 A-10


<PAGE>


Estate Associates II) are at least equal to Federal taxable income (or
components thereof) allocable to the Holders (other than ML Real Estate
Associates II), multiplied by the maximum individual Federal income tax
rate for the year in which such taxable income (or component thereof) is
realized.  Except as otherwise provided in this Agreement, this Section 4.1
shall apply in determining Cash Flow distributions upon dissolution.

     If, upon the completion of the liquidation and termination of the
Partnership and final distribution of all Partnership funds, the aggregate
capital contributions with respect to Limited Partnership Interests issued
under Section 3.3A exceed the sum of the distributions of Cash Flow with
respect to such number of such Limited Partnership Interests under clause
(i) of Section 4.1 distributions with respect to such number of such
Limited Partnership Interests under Section 8.3C of Liquidation proceeds
and distributions, if any, with respect to such number of such Limited
Partnership Interests made with the proceeds of any capital contributions
made by the General Partner and Arvida/JMB Associates (said excess is
hereinafter referred to as the "Excess Amount"), then the General Partner,
the Associate Limited Partners and ML Real Estate Associates II (excluding
its successors and assigns and except as provided in the succeeding
paragraph) shall make aggregate payments to the Holders (other than ML Real
Estate Associates II but including any unaffiliated successor or assign
thereof) in an amount equal to the lesser of the Excess Amount or the
amounts of Cash Flow received by the General Partner, the Associate Limited
Partners and ML Real Estate Associates II pursuant to Section 4.l(i), such
payments to be made by the General Partner the Associate Limited Partners
and ML Real Estate Associates II based upon the relative cumulative
distributions of Cash Flow received by each of them pursuant to Section
4.1(i) up to the time of such payments.

     In the event that the General Partner shall elect under Section
5.5J(i)(a) to cause Interests to be listed and quoted on a United States
national exchange or to be reported by the National Association of
Securities Dealers Automated Quotation System and the Interests issued to
ML Real Estate Associates II under Section 3.3G are to be so listed and
quoted or reported, the obligation of ML Real Estate Associates II to make
payments pursuant to the preceding paragraph shall terminate on the date on
which such Interests are first listed and quoted or reported pursuant to
such election; provided that ML Real Estate Associates II, by prompt
notification to the General Partner may elect to cause all (but not less
than all) of the Interests issued to ML Real Estate Associates II under
Section 3.3G not to be so listed and quoted or reported. In the event of
such an election by ML Real Estate Associates II, ML Real Estate Associates
II may subsequently notify the General Partner that such Interests issued
to ML Real Estate Associates II under Section 3.3G shall be so listed and
quoted or reported, and the General Partner shall cause such Interests to
be so listed and quoted or reported, provided that ML Real Estate
Associates II shall have agreed to pay all costs and expenses of such
listing and quotation or reporting. Any such subsequent listing and
quotation or reporting of such Interests of ML Real Estate Associates II
shall be treated for purposes of this Section 4.1 and Section 4.3G as made
pursuant to the election of the General Partner under Section 5.5J(i)(a).
Except as aforesaid, the obligation of ML Real Estate Associates II to make
payments under the preceding paragraph shall constitute the personal
obligation of ML Real Estate Associates II, and such obligation shall
continue to exist whether or not ML Real Estate Associates II owns or holds
any Additional Limited Partnership Interests at the time payments are
required to be made pursuant to the preceding paragraph.

     Notwithstanding anything to the contrary in the foregoing provisions
of this Section 4.1, on September 30, 1987, subject to the making by the
General Partner of the determination provided below, a distribution of Cash
Flow of the Partnership in an amount equal to $20,000,000 shall be made to
the General Partner and Arvida/JMB Associates. Such distribution shall be
made whether or not the Partnership receives any Capital Investments with
respect to Additional Limited Partnership Interests in connection with the
public offering contemplated by Section 3.3A. Prior to making such
distribution, the General Partner shall determine that there is sufficient
working capital available or sufficient funds available from debt financing
to permit such distribution to be made.

                                 A-11


<PAGE>


SECTION 4.2  Allocation of Profits or Losses

     A.    The Profits or Losses for each fiscal year of the Partnership
(or portion thereof) during the term of this Agreement for any period
beginning on or after the First Admission Date shall, except as provided in
Sections 4.2F and 4.3G, be allocated as follows: (i) Profits shall be
allocated, with respect to any such fiscal period, such that the General
Partner, each of the Associate Limited Partners and ML Real Estate
Associates II shall be allocated Profits equal to the amount of Cash Flow
actually distributed to each of them, respectively, for such fiscal period
(without taking into account any distribution made pursuant to the last
paragraph of Section 4.1), except that in all events the General Partner
shall be allocated at least 1% of Profits, and the Holders (other than ML
Real Estate Associates II) shall be allocated the remaining Profits and
(ii) Losses shall be allocated, with respect to any such fiscal period, 1%
to the General Partner, 1% to the Associate Limited Partners (collectively)
and 98% to the Holders, except that, if ML Fungibility is achieved as
provided in Section 4.3G, then with respect to any fiscal period which
commences on or after the date on which Interests are first listed and
quoted or reported pursuant to an election made by the General Partner
under Section 5.5J(i)(a), for the purpose of allocating Profits under
clause (i) above, ML Real Estate Associates II shall not be allocated
Profits equal to the amount of Cash Flow actually distributed to it but
instead shall be treated for such purpose as a Holder (other than ML Real
Estate Associates II).

     The Profits of the Partnership for each fiscal year of the
Partnership (or portion thereof) during the term of this Agreement for any
period ending prior to the First Admission Date shall, except as provided
in Section 4.2F, be allocated 1% to the General Partner, 98% to the
Associate Limited Partners (collectively), and 1% to the Initial Limited
Partner and (commencing on its acquisition of a Partnership interest under
Section 3.3G) ML Real Estate Associates II, and the Losses of the
Partnership for each such fiscal year (or portion thereof) shall be
allocated 70% to the General Partner, 29% to the Associate Limited Partners
(collectively), and 1% to the Initial Limited Partner and (commencing on
its acquisition of a Partnership interest under Section 3.3G) ML Real
Estate Associates II. Such Profits or Losses shall be determined on the
basis of an interim closing of the Partnership's books on the First
Admission Date.

     B.    Syndication commissions for any fiscal year of the Partnership
shall be allocated to the Holders of Interests in an amount equal to the
syndication commission actually paid by the Partnership in connection with
the acquisition of the Interest of such Holder. Such allocation shall take
into account the existence of any discount applicable to the syndication
commission of a particular Holder.

     C.    No allocation of Losses (which include items thereof) under
Section 4.2A shall be made to any Holder to the extent that such allocation
(a) would create a deficit balance in such Holder's Capital Account which
in absolute amount exceeds the Minimum Gain allocable to such Holder as of
the end of the fiscal year for which such allocation would be made or (b)
in the good faith judgment of the General Partner and upon advice by the
Partnership's independent certified public accountants or legal counsel,
would otherwise likely not be respected under Section 704(b) of the Code.
In any such event, the allocation of such Losses thereof to such Holder
shall be reduced to that extent.

     D.    Any credits of the Partnership as determined for Federal income
tax purposes for a fiscal year shall be allocated as Profits of the
Partnership in accordance with Section 4.2A. In the event the adjusted tax
basis of any "Section 38 property" (within the meaning of Section 48 of the
Code) of the Partnership is increased pursuant to Section 48(q)(2) of the
Code, such increase shall be allocated among the Partners (as if such item
were in the nature of income or gain) in the same proportions as the
investment tax credit that is recaptured with respect to such property is
shared among the Partners. Any reduction in the adjusted tax basis or cost
of (or the qualified investment in) such Section 38 property made pursuant
to Section 48(q)(1) of the Code shall be allocated among the Partners (as
if such item were in the nature of an expense or loss) in the same
proportions as the credit for such Section 38 property is allocated under
this Section 4.2D.

                                 A-12


<PAGE>


     E.    Notwithstanding anything to the contrary that may be expressed
or implied in this Agreement, the interest of the General Partner, in each
material item of Partnership income, gain, loss, deduction or credit will
be equal to at least 1% of each such item at all times during the existence
of the Partnership. In determining the General Partner's interest in such
items, Limited Partnership Interests owned by the General Partner shall not
be taken into account.

     F.    Beginning on and after September 30, 1987, any gain which is
realized by the Partnership (or any partnership or joint venture through
which the Partnership holds Property) on the sale or other disposition of
Property which constitutes Distributed Gain (as defined below) allocable to
such Property shall be allocated to the General Partner and Arvida/JMB
Associates. "Distributed Gain" with respect to all Properties shall be
equal to an amount equal to (i) the product of the Built-in Gain (as
defined below) multiplied by a fraction, the numerator of which is the
amount of Cash Flow distributed to the General Partner and Arvida/JMB
Associates under the last paragraph of Section 4.1 and the denominator of
which is the Built-in Gain, minus (ii) the amount of any Profit allocated
to the General Partner and Arvida/JMB Associates pursuant to the third
succeeding sentence of this Section 4.2F. "Built-in Gain" shall be equal to
the amount of net gain which would be realized in the aggregate by the
Partnership for Federal income tax purposes if, on September 30, 1987, all
Properties were sold for their fair market value as determined by the
General Partner. The General Partner shall determine the portion of
Built-in Gain attributable to each Property and shall allocate at such time
or times as may be required under this Agreement Distributed Gain among
Properties to which Built-in Gain is attributable on a proportionate basis
based upon the ratio that the portion of Built-in Gain attributable to each
Property bears to the aggregate Built-in Gain. Notwithstanding any
allocation contained in this Agreement (but subject to Section 4.2E and the
succeeding sentences of this Section 4.2F), if at any time Profit is
realized by the Partnership, any current or anticipated reduction of the
share of the Partnership's indebtedness (including the Partnership's share
of partnership or joint venture indebtedness) of any, some or all of the
General Partner, Arvida/JMB Associates, Arvida/JMB Partners or ML Real
Estate Associates II or any anticipated cash distribution to the General
Partner, Arvida/JMB Associates, Arvida/JMB Partners or ML Real Estate
Associates II would cause the deficit balances in absolute amount in the
Capital Accounts of any, some or all of the General Partner, Arvida/JMB
Associates, Arvida/JMB Partners or ML Real Estate Associates II to be
greater than its or their share of the Partnership's indebtedness
(including the Partnership's share of partnership or joint venture
indebtedness) after such reduction or distribution, then the allocation of
Profit under this Article Four to the General Partner, Arvida/JMB
Associates, Arvida/JMB Partners and ML Real Estate Associates II shall be
increased do be shared by them in proportion to the deficit balances in
their respective Capital Accounts) to the extent necessary to cause the
deficit balance in the Capital Account of each of the General Partner,
Arvida/JMB Associates, Arvida/JMB Partners and ML Real Estate Associates II
to be no less than their respective shares of the Partnership's
indebtedness (including the Partnership's share of partnership or joint
venture indebtedness) after such reduction or distribution; provided,
however, that the allocation of Profit contained in this sentence shall not
apply to ML Real Estate Associates II if at the time as of which such
allocation is made ML Fungibility has been achieved as provided in Section
4.3G, and further provided that to the extent the amount of Profit
allocated under this sentence is insufficient to cause the deficit balance
in the Capital Account of each of the General Partner, Arvida/JMB
Associates, Arvida/JMB Partners and ML Real Estate Associates II to be no
less than their respective shares of the Partnership's indebtedness
(including the Partnership's share of partnership or joint venture
indebtedness) after such reduction or distribution, such Profit shall be
allocated, until Profit in an aggregate amount equal to $20,000,000 has
been allocated under this Section 4.2F to the General Partner and
Arvida/JMB Associates for the current and prior Partnership years, first to
the General Partner and Arvida/JMB Associates (in proportion to the
respective deficit balances in their Capital Accounts), in preference and
priority to Arvida/JMB Partners and ML Real Estate Associates II, to the
extent necessary to cause the deficit balance in the Capital Account of
each of the General Partner and Arvida/JMB Associates to be no less than
their respective shares of the Partnership's indebtedness (including the
Partnership's share of partnership or joint venture indebtedness) after
such reduction or distribution.  Notwithstanding anything to

                                 A-13


<PAGE>


the contrary in this Agreement (but after giving effect to Section 8.2 and
subject to the last sentence of this Section 4.2F). if the General Partner
or Arvida/JMB Associates has a deficit balance in its Capital Account
following the Liquidation of its interest in the Partnership, as determined
after taking into account all Capital Account adjustments for the
Partnership taxable year during which such Liquidation occurs (other than
any adjustment for a capital contribution made pursuant to this sentence)
and after adjusting Capital Accounts for actual or anticipated Profits or
Losses allocable among the Partners in accordance with, or as if there had
been (in accordance with adjustments under the first sentence of Section
11.4), an actual disposition of the Partnership properties at their fair
market value, the General Partner and Arvida/JMB Associates will make
capital contributions in an aggregate amount (to be shared by them in
proportion to the deficit balances in their respective Capital Accounts)
which is equal to the smaller of (i) such deficit balances or (ii)
$20,000,000; provided, however, that neither the $20.000,000 amount
specified in (ii) nor the General Partner's share of such amount shall
limit any contribution which the General Partner is required to make under
Section 8.2.  Such capital contributions shall be made on or before the end
of the Partnership taxable year during which such Liquidation occurs (or,
if later, within 90 days after the date of such Liquidation).
Notwithstanding the foregoing if the distributions to the General Partner
and Arvida/JMB Associates under the last paragraph of Section 4.1 were
determined not to cause (without taking into account any Profit or Loss
which might arise from such distribution), in the fiscal year in which such
distribution occurs, an aggregate reduction in their capital accounts (as
determined under Section 704(b) of the Code) equal to the amount of such
distribution, then the first four sentences of this Section 4.2F shall not
apply for any period.

SECTION 4.3  Determination of Allocations and Distributions Among Partners

     A.    Any Assignee Holder of an Additional Limited Partnership
Interest who is recognized as such pursuant to Section 7.2 shall be
allocated all Profits or Losses of the Partnership allocable, and shall be
entitled to all Cash Flow distributable, with respect to such Additional
Limited Partnership Interest as herein provided; provided, however, that
without limitation the share of Profits allocable with respect to
Additional Limited Partnership Interests held by ML Real Estate Associates
II shall be as provided in Sections 4.2A, 4.2F and 4.3G.  Except as
otherwise provided in Sections 4.2C, 4.3D, 4.3E, 4.3F and 4.3G and subject
to the proviso in the preceding sentence, all Profits or Losses allocable
with respect to Limited Partnership Interests and, except as provided in
Section 3.3B all Cash Flow distributable with respect to Limited
Partnership Interests, shall be allocated or distributed, as the case may
be.  To each of the Holders of Interests entitled to such allocation or
distribution in the ratio which the Capital Investments with respect to
such Limited Partnership Interests bear to the aggregate Capital
Investments with respect-to all Limited Partnership Interests entitled to
such allocation or distribution.

     B.    Except as provided in Sections 4.3C, 4.3E and 4.3G, all Profits
or Losses allocable with respect to Limited Partnership Interests shall be
allocated, and all Cash Flow distributable with respect to Limited
Partnership Interests shall be distributed, as the case may be, to the
Holders of Interests recognized as such as of the last day of the fiscal
period for which such allocation or distribution is to be made.

     C.    Except in the case of Limited Partnership Interests held by ML
Real Estate Associates II during any fiscal quarter before or which is the
fiscal quarter in which ML Fungibility is achieved as provided in Section
4.3G, to the extent permitted by law, all Profits or Losses of the
Partnership for a fiscal year allocable with respect to any Limited
Partnership Interest which may have been transferred during such year shall
be allocated between the transferor and the transferee based upon the
number of quarterly periods that each was the recognized Holder of
Interests, without regard to the results of Partnership operations during
particular quarterly periods of such fiscal year and without regard to
whether cash distributions were made to the transferor or transferee.

     D.    Except as provided in the last paragraph of Section 4.1 and
subject to the second paragraph of Section 4.1, the General Partner's and
Associate Limited Partners' distributive share of Cash Flow

                                 A-14


<PAGE>


shall be distributed 10.1% to Arvida/JMB Partners, to the General Partner
in an amount equal to 1% of the total Cash Flow being distributed at such
time under Section 4.1(i) or 4.1(ii), as the case may be, and the remainder
to Arvida/JMB Associates. Profits or Losses allocable to the Associate
Limited Partners (collectively) under the second paragraph of Section 4.2A
and Losses allocable to the Associate Limited Partners under the first
paragraph of Section 4.2A shall be allocated 89.0% to Arvida/JMB Associates
and 11.0% to Arvida/JMB Partners.  Except as otherwise provided in Section
4.2F, distributive shares of Cash Flow and Distributed Gain allocable to
the General Partner and Arvida/JMB Associates under the last paragraph of
Section 4.1 and under Section 4.2F shall be distributed or allocated,
respectively, 1% to the General Partner and 99% to Arvida/JMB Associates.
Profits or Losses allocable to the Initial Limited Partner and ML Real
Estate Associates II under the second paragraph of Section 4.2A shall be
allocated between them in the ratio of the respective amounts paid by them
for their Partnership Interests at that time. Notwithstanding anything to
the contrary in section 4.2A and this Section 4.3D, any Partnership
deduction directly resulting from the receipt of a Partnership Interest by
any Partner or Holder (other than a Holder which is not ML Real Estate
Associates II) shall be allocated entirely to such Partner or Holder.

     E.    In the event that there are Later Admission Dates, all Profits
or Losses allocable to the holders of Interests for the period from the
First Admission Date or any such Later Admission Date through the next
succeeding Later Admission Date will be allocated in accordance with
Section 4.3A solely to the Holders of Interests as of or prior to such
preceding First Admission date or Later Admission Date. For purposes of
this Section 4.3E, Holders of Interests will be deemed to have acquired
their Limited Partnership Interests on the first day or such other day as
the General Partner may determine of the month in which such additional
Limited Partnership Interests have been assigned to such Persons. Profits
or Losses incurred for the period form any such First Admission Date or
Later Admission Date through the next succeeding Later Admission Date will
be allocated on the basis of an interim closing of the Partnership's books
on such Later Admission Date. The General Partner may, in its sole and
absolute discretion and at any time, adopt any other convention or
conventions (including without limitation a daily, semi-monthly or full-
month convention) regarding the distribution of Cash Flow or the allocation
of Profits or Losses with respect to any Limited Partnership Interest that
may be or may have been transferred during any year.

     F.    Subject to Section 4.2C, if at the time of an allocation
pursuant to Section 4.2A of Profits or Losses for a fiscal year of the
Partnership (or portion thereof) during the term of this Agreement for a
period beginning on or after the Final Admission Date the Capital Accounts
with respect to each Limited Partnership Interest (other than any Limited
Partnership Interest held by ML Real Estate Associates II) are not then
equal:

           (i) Profits allocated to the Holders (other than ML Real Estate
Associates II) pursuant to Section 4.2A shall be allocated to the Holder
(other than ML Real Estate Associates II) of a Limited Partnership Interest
with a Capital Account which is smaller in amount (or greater in deficit)
and the Capital Account for any other such Interest (other than any Limited
Partnership Interest held by ML Real Estate Associates II) until the
balance in such Capital Account equals the balance of the Capital Account
of such Limited Partnership Interest (other than any Limited Partnership
Interest held by ML Real Estate Associates II) which was next smallest in
amount (or next greatest in deficit) before such allocation, and thereafter
such Profits shall continue to be allocated to each successive Holder or
groups of Holders of Interests (other than ML Real Estate Associates II)
with Capital Accounts which are smallest in amount (or greatest in
deficit), until either the balances of all Capital Accounts with respect to
Limited Partnership Interests (other than any Limited Partnership Interest
held by ML Real Estate Associates II) are equal or all such Profits have
been allocated; and

           (ii) Losses allocated to the Holders pursuant to Section 4.2A
shall be allocated to the Holder (other than ML Real Estate Associates II)
of a Limited Partnership Interest with a Capital Account which is greater
in amount (or smaller in deficit) than the Capital Account for any

                                 A-15


<PAGE>


other such Interest (other than any Limited Partnership Interest held by ML
Real Estate Associates II) until the balance in such Capital Account equals
the balance of the Capital Account of such Limited Partnership Interest
(other than any Limited Partnership Interest held by ML Real Estate
Associates II) which was next greatest in amount (or next smallest in
deficit) before such allocation, and thereafter such Losses shall continue
to be allocated to each successive Holder or groups of Holders of Interests
(other than ML Real Estate Associates II) with Capital Accounts which are
greatest in amount (or smallest in deficit), until either the balances of
all Capital Accounts with respect to Limited Partnership Interests (other
than any Limited Partnership Interest held by ML Real Estate Associates II)
are equal or all such Losses have been allocated.

     The foregoing subparagraphs (i) and (ii) shall not apply to, or with
reference to, any Limited Partnership Interest held by ML Real Estate
Associates II.

     G.    In the event that the General Partner shall elect under Section
5.5J(i)(a) to cause Interests to be listed and Quoted on a United States
national exchange or to be reported by the National Association of
Securities Dealers Automated Quotation System and Interests of ML Real
Estate Associates II are so listed and quoted or reported, to the extent
permitted by law and subject to Section 4.2F, for the fiscal year of the
Partnership during the term of this Agreement in which such Interests are
first listed and quoted or reported pursuant to such election, Profits (in
the form of gross income) realized by the Partnership during the portion of
such fiscal year ending on the day immediately preceding the date on which
such Interests are first so listed and quoted or reported shall be
allocated to ML Real Estate Associates II in such amount as is necessary to
cause the Capital Account for each Limited Partnership Interest held by ML
Real Estate Associates II and issued to it under Section 3.3G to equal the
largest balance in the Capital Account for any Limited Partnership Interest
held by a Holder (other than ML Real Estate Associates II) (the completion
of such equalization pursuant to this Section 4.3G or another provision of
this Agreement and such listing and quotation or reporting is herein
referred to as "ML Fungibility"). Such allocation of Profits (in the form
of gross income) to ML Real Estate Associates II shall be made as of the
end of the day immediately preceding the date on which such Interests are
first listed and quoted or reported pursuant to the aforementioned
election.

                             ARTICLE FIVE

             RIGHTS, POWERS AND DUTIES OF GENERAL PARTNER

SECTION 5.1  Management and Control of the Partnership

     A.    Subject to the Consent of the Limited Partners where required
by this Agreement, the General Partner, within the authority granted to it
under this Agreement, shall have the exclusive right to manage the business
of the Partnership and is hereby authorized to take any action of any kind
and to do anything and everything it deems necessary in accordance with the
provisions of this Agreement.

     B.    No Limited Partner (except one who may also be a General
Partner, and then only in its capacity as General Partner within the scope
of its authority hereunder) shall participate in or have any control over
the Partnership business or shall have any authority or right to act for or
bind the Partnership. The Limited Partners hereby Consent to the exercise
by the General Partner of the powers conferred on it by this Agreement.

     C.    The General Partner shall initially, upon completion of the
offering contemplated by the Prospectus, establish Reserves for working
capital and to pay taxes, insurance, Debt Service, repairs, replacements or
renewals, or other costs and expenses incident to the ownership or
operation of the Properties and for such other purposes, as the General
Partner may determine, in an amount equal to not less than 2% of the Gross
Proceeds of the Offering and thereafter shall maintain such Reserves in
such amounts as the General Partner deems appropriate under the
circumstances from time to time.

                                 A-16


<PAGE>


     D.    All of the Partnership's expenses shall be billed directly to
and paid by the Partnership. Reimbursements to the General Partner or any
Affiliates shall not be allowed (other than for Organization and Offering
Expenses, which shall be allowed), except for (i) the actual cost to the
General Partner or such Affiliates of goods, materials and services used
for or by the Partnership and obtained from entities which are not
affiliated with the General Partner; (ii) salaries and related salary
expenses for administrative services which could be performed directly for
the Partnership by independent parties, such as legal, accounting, transfer
agent, data processing, duplicating and other such services; (iii)
Partnership reports and communications to investors; (iv) other
administrative services, provided that such services are necessary to the
prudent operation of the Partnership; and (v) reimbursements to Arvida in
connection with its carrying out the duties described in the Management and
Supervisory Agreement authorized in Section 5.2A(ix) hereof. No
reimbursement under clauses (ii) through (v) above shall be permitted for
services for which the General Partner or its Affiliates receive a separate
fee. No reimbursement under clauses (ii) through (iv) above shall be
permitted for (a) the salaries of and related salary expenses incurred by
any Controlling Person (as defined hereinafter) and (b) any indirect
general or administrative overhead expenses, such as rent, travel expenses
and other items generally falling under the category of overhead, incurred
in performing services for the Partnership which are not directly
attributable to such services. "Controlling Person" for purposes of this
Section 5.1D shall mean any Person, regardless of title, who performs
executive or senior management functions for the Sponsor or the General
Partner similar to those of directors, executive management and senior
management, or any Person who either holds a 5% or more equity interest in
the Sponsor or the General Partner or has the power to direct or cause the
direction of the Sponsor or the General Partner, whether through the
ownership of voting securities, by contract, or otherwise, or, in the
absence of a specific role or title, any Person having the power to direct
or cause the direction of the management level employees and policies of
the Sponsor or the General Partner. It is not intended that every Person
who carries a title such as vice president, senior vice president,
secretary or treasurer be included in the definition of Controlling Person.
In no event shall any amount charged to the Partnership as a reimbursable
expense pursuant to this Section 5.1D exceed the lesser of (a) the actual
cost of such services or (b) in the case of reimbursements under clauses
(ii) through (iv) above, 90% of the amount which the Partnership would be
required to pay to independent parties for comparable services. In the
Partnership's annual report to Limited Partners, there shall be provided an
itemized breakdown of reimbursements made pursuant to this Section 5.1D.
The reimbursement for expenses provided for in this Section 5.1D shall be
made regardless of whether any distributions are made to the Limited
Partners under the provisions of Section 4.1. The provision of any goods,
materials or services for which reimbursements are authorized under Section
5.1D(i) shall be set forth in a written contract which precisely describes
the goods, materials or services to be provided and all compensation
therefor. Such contract shall provide that it may be modified only with the
consent of Limited Partners holding a majority of the then outstanding
Limited Partnership Interests (except as to immaterial or conforming
modifications, which shall require only the consent of the General Partner)
and that it shall be terminable by either party, without penalty, upon
sixty (60) days' prior written notice.

     E.    In the event the General Partner deems the approximately
200-acre site near Sarasota which is owned by an existing joint venture in
which the Partnership owns an interest to be suitable for development as a
regional shopping mall or other shopping center, development of such
Property may be done jointly with Affiliates of JMB. In the event of such a
development through a joint venture with Affiliates of JMB, the existing
joint venture's interest in the land would be valued at its appraised fair
market value, and the Affiliate would make a pro rata cash contribution.
All other contributions would be strictly pro rata. Such joint venture
development shall not be entered into by the Partnership unless (x) there
are no duplicate property management or other fees, and (y) the Partnership
and such Affiliate each enjoy a right of first refusal as regards the sale
of the equity interest of the other.

                                 A-17


<PAGE>


SECTION 5.2 Authority or the General Partner

     A.    Except to the extent otherwise provided herein, the General
Partner, for, and in me name and on behalf of, the Partnership is hereby
authorized:

           (i)   to acquire, either directly or indirectly through any
joint venture, joint participation, partnership (other than any public or
privately offered limited partnership) or otherwise, by purchase, lease,
exchange or otherwise any real or personal property (including the
Properties) which may be necessary, convenient or incidental to the
accomplishment of the purposes of the Partnership; provided, however, that
real properties shall not be acquired at an aggregate purchase price in
excess of their aggregate appraised value as determined by appraisals
prepared by competent independent appraisers, and further provided that
investments by the Partnership in other partnerships or ventures shall be
limited to partnerships or ventures which own and operate (directly or
through an interest in another partnership or joint venture) a particular
Property in which the Partnership (either alone or with an Affiliate of the
General Partner) acquires a controlling interest and which do not involve
duplicate property management or other fees;

           (ii)  to operate, maintain, finance, improve, own, grant
options with respect to, sell, convey, assign, mortgage, exchange or lease
and to cause to have constructed any real estate and any personal property
necessary, convenient or incidental to the accomplishment of the purposes
of the Partnership and to perform construction work or hire contractors to
perform construction work in connection with any of the foregoing;

           (iii) to execute any and all agreements, contracts, documents,
certifications and instruments necessary or convenient in connection with
the development, management, maintenance and operation of the Properties;

           (iv)  to borrow money and issue evidences of indebtedness
necessary, convenient or incidental to the accomplishment of the purposes
of the Partnership, and to secure the same by mortgage, pledge or other
lien on any Properties or other assets of the Partnership; provided,
however, that in connection with the borrowing of money, recourse for the
repayment of which is limited solely to property of the Partnership, no
lender shall be granted or acquire, at any time as a result of making such
a loan, any direct or indirect interest in the profits, capital or property
of the Partnership other than as a secured creditor;

           (v)   to execute, in furtherance of any or all of the purposes
of the Partnership, any deed, lease, mortgage, mortgage note, bill of sale,
contract or other instrument purporting to convey, exchange or encumber the
real or personal property of the Partnership;

           (vi)  to prepay in whole or in part, refinance, recast,
increase, modify or extend any mortgages affecting the Properties and in
connection therewith to execute any extensions or renewals of mortgages on
any of the Properties;

           (vii) to execute an agency agreement with Merrill Lynch,
Pierce, Fenner & Smith Incorporated pursuant to which said firm would
assist the Partnership in the sale of Interests and pursuant to which the
Partnership would agree, subject to the final four sentences of Section
5.8, to indemnify and hold harmless said firm or any selected dealer from
any liability incurred by it in so acting as agent for the Partnership;

           (viii) to deal with, or otherwise engage in business with, or
provide services to and receive compensation therefor from, any Person who
has provided or may in the future provide any services to, lend money to,
sell property to, or purchase property from, any Affiliate of the General
Partner; provided, however, that no such dealing, engaging in business or
providing services may involve any direct or indirect payment by the
Partnership of any rebate or any reciprocal arrangement which would have
the effect of circumventing any restriction set forth herein upon dealings
with Affiliates of the General Partner;

           (ix)  to execute the Management and Supervisory Agreement with
Arvida;

                                 A-18


<PAGE>


           (x) to, in its sole discretion, make or revoke (and in the case
of any partnership or joint venture through which the Partnership holds an
interest in property, cause to be made or revoked) the election referred to
in Section 754 of the Code;

           (xi)  to request such information from any Holder as may be
reasonably required (as determined by the General Partner) to comply with
any Federal, state or local tax laws;

           (xii) to, in its sole discretion, designate itself or any other
General Partner as the Tax Matters Partner within the meaning of Section
6231(a)(7) of the Code;

           (xiii) to engage in any kind of activity and to perform and
carry out contracts of any kind necessary to, or in connection with, or
incidental to the accomplishment of the purposes of the Partnership, as may
be lawfully carried on or performed by a partnership under the laws of each
State in which the Partnership is then formed or qualified; and

           (xiv) to obtain consulting services from ML Real Estate
Associates II or its Affiliates. In the case of the making or revocation of
any election under (x) above or any designation under (xii) above, each of
the Partners will, upon request, supply such information and execute such
documents as are necessary to effectuate such election or revocation, or
such designation. In the case of any request for information under (xi),
any Holder to which any such request is sent shall comply with such
request.

     B.    Any Person dealing with the Partnership or the General Partner
may rely upon a certificate signed by the General Partner, thereunto duly
authorized, as to:

           (i)   the identity of any General Partner or Limited Partner
hereof;

           (ii)  the existence or non-existence of any fact or facts which
constitute a condition precedent to acts by a General Partner or which are
in any other manner germane to the affairs of the Partnership;

           (iii) the Persons who are authorized to execute and deliver any
instrument or document of the Partnership; or

           (iv)  any act or failure to act by the Partnership or as to any
other matter whatsoever involving the Partnership or any Partner.

     C.    The General Partner shall maintain in its records for at least
five years any appraisal required to be obtained under the provisions of
clause (i) of Section 5.2A.


SECTION 5.3  Authority of Partners to Deal with Partnership

     A.    Without limitation upon the other powers set forth herein, the
General Partner is expressly authorized (and where indicated, directed), in
the name of and on behalf of the Partnership, to do the following;

           (i)   The General Partner shall commit a percentage of Gross
Proceeds of the Offering to Investment in Properties which, at a minimum,
is equal to the greater of: (i) 80% of the Gross Proceeds of the Offering
reduced by .1625% for each 1% of the aggregate indebtedness of the
Partnership; or (ii) 67% of Gross Proceeds of the Offering. For purposes of
this calculation, "aggregate indebtedness" is the percentage resulting when
such aggregate indebtedness is divided by the aggregate purchase price of
all Properties, excluding Front-End Fees. If the Front-End Fees must be
reduced for the Partnership to commit the minimum percentage of Gross
Proceeds of the Offering to Investment in Properties as set forth above,
the General Partner shall cause JMB or its Affiliates to reimburse the
Partnership for the amount of any such excess Acquisition Fees and
Acquisition and Financing Guaranty Fee received by them.

                                 A-19


<PAGE>


           (ii)  The General Partner may enter into an agency agreement
with Merrill Lynch, Pierce, Fenner & Smith Incorporated providing for the
payment of commissions to JMB Securities Corporation for participating as a
selected dealer in the offering of Additional Limited Partnership Interest
to the public pursuant to Section 3.3; provided, however, that there shall
be no selling commissions paid or received by any Person in connection with
the sale of Additional Limited Partnership Interests to (and for the
account of) any Assignee Holder who is the General Partner, an Affiliated
Person of the General Partner or an officer, director, shareholder,
employee or partner thereof.

           (iii) The General Partner may, subject to the conditions of
this Agreement, enter into agreements with and pay fees to JMB or other
Affiliated Persons of the General Partner in consideration of property
management and leasing services respecting commercial and industrial
Properties which are necessary to the prudent operation of the Partnership
(it being understood and agreed that the provision of such property
management and leasing services does not constitute a part of the duties or
obligations of the General Partner as a general partner of the
Partnership); provided, however, that the General Partner shall not enter
into any agreement for property management with an Affiliate on terms less
favorable to the Partnership than those customarily charged for similar
services in the relevant geographical area and in no event shall fees to an
Affiliate of the General Partner for property management and leasing
services exceed the following schedule:

                 (a)  in the case of industrial or commercial Property
other than that described in the following subparagraph (b), the maximum
fee from such Property shall be 6% of the gross receipts from the Property
being managed where the Affiliate of the General Partner performs leasing,
re-leasing and leasing-related services, and the maximum fee shall be 3%
of gross receipts from the Property being managed if the Affiliate of the
General Partner does not perform leasing, re-leasing and leasing-related
services with respect to the Property; and

                 (b)  in the case of industrial or commercial Properties
which are leased for ten or more years on a net (or a similar) basis, the
maximum fee shall be 1% of the gross receipts from the Property being
managed, except for a one-time initial leasing fee of 3% of the gross
receipts on each lease payable over the first five full years of the
original term of the lease.

     Where a property management agreement with an Affiliate has been
entered into with respect to a Property, no fees in addition to those
payable to such Affiliate under such agreement shall be paid by the
Partnership to any Persons in consideration of their performance of
property management, bookkeeping services or other property management
services with respect to the same Property.  Any property management
agreements with Affiliates shall be terminable by either party, without
penalty, upon sixty (60) days' prior written notice and may be modified
only with the consent of the Holders of the majority of that Interests
(except as to immaterial or conforming amendments which shall require only
the consent of the General Partner).

           (iv)  The General Partner may pay or cause to be paid brokerage
commissions to JMB Insurance Agency, Inc., or other Affiliated Persons of
the General Partner in connection with insurance covering the Properties
subject to the conditions that: (a) before any such brokerage services are
provided, there will have been received quotations from two independent
insurance brokers or carriers or underwriters relating to the proposed
coverage, which quotations shall be upon coverage and terms comparable to
those proposed to be provided by JMB Insurance Agency, Inc., and such
agency shall not provide such insurance brokerage services unless it can
obtain such insurance at a cost which is no greater than the lower of the
two unaffiliated entities; (b) if at any time JMB Insurance Agency, Inc.
ceases to derive at least 75% of its income from its business with entities
which are not sponsored by JMB and its Affiliates, JMB Insurance Agency,
Inc. shall not earn income from any additional insurance placements on
behalf of the Partnership or any Property then owned by it; and (c) any
agreement with Affiliates to provide insurance brokerage services to the
Partnership shall be terminable by either party, without penalty, upon
sixty (60) days' prior written notice.

                                 A-20


<PAGE>


           (v)   The General Partner may, in the event that Gross Proceeds
of the Offering are less than $325,000,000, in its discretion, (a) obtain
additional financing to pay the costs of owning the Properties; (b) if the
additional financing under the immediately preceding clause (a) is
insufficient, to enter into a joint venture or joint participation with an
Affiliate or Affiliates or the General Partner which would provide for the
ownership of such Properties on a pro rata basis; provided, however, that
with respect to such investment with an Affiliate, (s) the Partnership and
such Affiliate, considered together, have or acquire a controlling interest
in any ventures or partnerships which own the Properties, (t) there are no
duplicate property management or other fees. (u) the Partnership's
investment is on substantially the same terms and conditions as the
investment of such Affiliate, (v) the purchase price of the Partnership's
investment has been confirmed by independent appraisal as not greater than
the appraised value of such investment, (w) such investment shall not
result in the breach, abrogation or circumvention of any of the terms,
conditions or provisions of this Agreement, (x) the investments are not in
publicly or privately offered limited partnerships or other publicly
offered real estate investment entities, (y) the compensation to the
General Partner, JMB and their Affiliates received attributable to such
investment is substantially identical to the compensation received by the
general partners and sponsors of such Affiliate and by the Affiliates of
such general partners and sponsors attributable to such investment, and (z)
the Partnership and such Affiliate must each enjoy a right of first refusal
as regards the sale of the equity interest of the other.

           (vi)  The General Partner may, notwithstanding any other
provision of this Agreement, pay or cause to be paid to an Affiliate
allocable reimbursements of overhead expenses with respect to any
Partnership Property being developed pursuant to Section 5.1E as a mall or
shopping center through a joint venture with one or more Affiliates of JMB,
together with development fees in connection therewith in an amount equal
to the lesser of 5% of the cost of development or the amount which would be
charged by an independent third party rendering comparable services;
provided, however, that such joint venture shall obtain a report from an
independent appraiser of the appraised value of the mall or shopping center
upon completion of the Property; provided, further, that to the extent that
the actual costs of development, including the development fees paid to
such Affiliate, exceed such appraised value of the project, the development
fees will be remitted by such Affiliate to the Partnership to the extent of
the excess, if any, of such development costs over such appraised value.
Development services provided by such Affiliate shall be embodied in a
written contract which describes the terms thereof and the compensation to
be paid therefor. Such contract shall be terminable by either party,
without penalty, upon sixty (60) days' written notice, and may be modified
only with the consent of the Holders of the majority of the Interests
(except as to immaterial or conforming amendments which shall only require
the consent of the General Partner). Such contract shall be disclosed to
all Partners in the reports provided pursuant to Sections 9.4A and 9.4C
(stating the compensation paid to such Affiliate). Such Affiliate must be
independently engaged in performing development services rendered for the
development of shopping malls or shopping centers.

           (vii) The validity of any transaction, agreement or payment
involving the Partnership and the General Partner or any Affiliate thereof
not otherwise prohibited by the terms of this Agreement shall not be
affected by reason of the relationship between the Partnership and the
General Partner or such Affiliate. All transactions, agreements or payments
involving the Partnership and the General Partner or any Affiliate thereof
shall be on terms no less favorable to the Partnership than those available
to the Partnership in similar dealings with unaffiliated third parties.

     B.    The General Partner shall be subject to the following
prohibitions: (i) except to the extent that related commissions inure to
the benefit of the Partnership neither the General Partner nor any
Affiliate of the General Partner shall be given the exclusive right to sell
or exclusive

                                 A-21


<PAGE>


employment to sell any Community Property of the Partnership and no amounts
shall be computed under Section 4.1 as 2% of the selling price of a
Community Property under Section 4.1(ii) unless the General Partner or
Affiliates of the General Partner perform substantial services in
connection with the sale of a Community Property; (ii) neither any General
Partner nor any Affiliated Person of the General Partner shall receive
directly or indirectly a commission or fee in connection with the
reinvestment of the proceeds of the sale, exchange or refinancing of any
Property; (iii) neither any General Partner nor any Affiliated Person of
the General Partner shall loan money to the Partnership unless (a) the
principal amount of such financing shall be scheduled to be paid over a
period of less than 48 months, and more than 50% of the principal amount of
such financing shall be scheduled to be paid during the first 24 months and
(b) the interest rates and other finance charges and fees shall not be in
excess of the lesser of (x) if the loan was made in connection with a
particular Property, the amounts that are charged by unrelated banks on
comparable loans for the same purpose in the locality of the Property in
connection with which the loan was made or (y) the rate per annum equal to
2% plus the reference rate of Continental Illinois National Bank and Trust
Company of Chicago, or provide permanent financing to the Partnership on a
Property owned by the Partnership or make loans with a prepayment charge or
penalty which are evidenced or secured by either a first or junior or
all-inclusive note or mortgage except to the extent that such prepayment
charge or penalty is attributable to an underlying encumbrance. In the
event the Partnership utilizes any all-inclusive note, said note shall
provide that (a) the Partnership shall receive credit on its obligation
under said note for payments made by the Partnership directly on the
underlying encumbrance; (b) that a bank, escrow company or other paying
agent shall collect payments (other than amounts not to be applied to the
underlying encumbrance) on the all-inclusive note and make disbursements
therefrom to the holder of the underlying encumbrance prior to making any
disbursement to the holder of the all-inclusive note or, in the alternative
all payments on the all-inclusive note and underlying notes shall be made
directly by the Partnership; and (c) the rate of any interest charged by
the General Partner or an Affiliated Person on such all-inclusive note will
not exceed the rate of interest payable to the holder on the underlying
encumbrance.

     C.    Any agreements, contracts and arrangements with the General
Partner or Affiliated Person of the General Partner permitted by Section
5.3A(iii) and Section 5.3A(vii) (with respect to both such sections to the
extent not otherwise specifically authorized in this Agreement) shall be
subject to the following conditions:

           (i)   any such agreements, contracts or arrangements shall be
embodied in a written contract which describes the subject matter thereof
and all compensation to be paid therefor;

           (ii)  no rebates or "give-ups" may be received by the General
Partner or any such Affiliated Person, nor may the General Partner or any
such Affiliated Person participate in any reciprocal business arrangements
which would have the effect of circumventing any of the provisions of this
Agreement;

           (iii) neither the General Partner (in any capacity other than a
General Partner) nor any such Affiliated Person may act as paying or
purchasing agent for the Partnership and no funds of the Partnership may be
paid to the General Partner or any such Affiliated Person by way of
reimbursement for Partnership expenses other than Organization and Offering
Expenses or expenses as permitted by Section 5.1D and the amount of
compensation paid to the General Partner or any such Affiliated Person may
not exceed 90% of the amount which the Partnership would be required to pay
to independent parties;

           (iv)  any such agreements, contracts or arrangements shall be
fully and promptly disclosed to all Partners in the reports provided in
Sections 9.4A and 9.4C (stating the compensation to be paid by the
Partnership);

           (v)   any such agreements, contracts or arrangements shall be
terminable by either party, without penalty, upon sixty (60) days' prior
written notice and may be modified only with the Consent of the Holders of
a majority of the Interests (except as to immaterial or conforming
amendments which shall only require the consent of the General Partner);
and

                                 A-22


<PAGE>


           (vi)  the General Partner or the Affiliated Person performing
the services for the Partnership previously shall have been independently
engaged in performing services of the type to be performed for the
Partnership for a period of at least two years.

SECTION 5.4  Restrictions on Authority of General Partner

     A.    Without the Consent of all the Limited Partners, the General
Partner shall not have the authority to.

           (i)   do any act in contravention of this Agreement;

           (ii)  do any act which would make it impossible to carry on the
ordinary business of the Partnership;

           (iii) confess a judgment against the Partnership;

           (iv)  possess Partnership Property, or assign its rights in
specific Partnership Property, for other than a Partnership purpose;

           (v)   admit a Person as a General Partner, except as provided
in this Agreement;

           (vi)  admit a Person as a Limited Partner, except as provided
in this Agreement;

           (vii) knowingly perform any act that would subject any Limited
Partner to liability as a general partner in any jurisdiction; or

           (viii) invest in junior trust deeds or similar obligations,
except that the Partnership may advance a portion of the purchase price of
a Property to the seller in the form of a loan, and except that junior
trust deeds or similar obligations may be taken back from purchasers of
Properties in connection with the sale thereof by the Partnership.

     B.    Except as provided in Section 5.5J and subject to Section 10.3,
without the Consent of a majority in interest of the Limited Partners, the
General Partner shall not have the authority to:

           (i)   sell or otherwise dispose of all or substantially all of
the Partnership's real property developments and investments in real
property (except for the sale or other disposition of real property
developments or investments in real property (or portions thereof) in the
ordinary course of business as contemplated by the Prospectus, including
the sale or other disposition of the final real property development or
investment in real property remaining as a result of such sales or
dispositions); or

           (ii)  elect to dissolve the Partnership.

     C.    The General Partner on behalf of the Partnership shall not
purchase, lease or acquire any Property from any General Partner or any
Affiliated Person of any General Partner or from any Person in which any
General Partner or any Affiliated Person of any General Partner has a
material interest. Notwithstanding the foregoing, the General Partner or an
Affiliate may purchase Property in its own name, and assume loans in
connection therewith and temporarily hold title thereto for the purpose of
facilitating the acquisition of such Property or the borrowing of money or
obtaining of financing for the Partnership, or completion of construction
of the Property, provided that such Property is purchased by the
Partnership for an investment no greater than the cost of such Property to
the General Partner (or such Affiliate), that there is no amendment to the
stated interest rate of any note secured by such Property between the time
it is acquired by the General Partner (or such Affiliate) and the time it
is acquired by the Partnership and that no other benefit directly or
indirectly arising out of such transaction (other than those incidental to
the ownership of the property during the time it was held by the General
Partner or such Affiliate) is received by any General Partner or Affiliated
Person thereof apart from compensation otherwise permitted by this
Agreement. Except as otherwise provided herein, the Partnership shall not
sell Property to any

                                 A-23


<PAGE>


General Partner or any Affiliated Person of a General Partner. The General
Partner or its affiliates may lease office space in Properties; provided,
however, that any such lease (a) shall be for rentals and on terms not less
favorable to the Partnership than those available to the Partnership from
unaffiliated tenants, (b) shall be terminable in 60 days' prior written
notice by the Partnership without penalty and (c) shall provide that any
rentals from subleases relating thereto which are in excess of the rentals
from such lease shall be paid to the Partnership and, provided further,
that no more than 3% of the office space of the Properties shall be leased
to JMB or its Affiliates (other than the Partnership and Arvida). The
Partnership shall not make any loans to any General Partner or any
Affiliate of the General Partner nor to any other Person except as provided
in Section 5.4A(viii). The foregoing provision shall not, however, prohibit
(i) transfers incident to the formation of joint ventures with Affiliates
of the General Partner permitted by Sections 5.IE and 5.3A(v), (ii) the
making of loans or advances by the Partnership to a joint venture
partnership which owns a particular Property as provided for in Section
5.2A(i) or (iii) advancing a portion of the purchase price of a Property to
a seller which is not an Affiliated Person of the General Partner in the
form of a loan.

     D.    The General Partner shall not on behalf of the Partnership
acquire any Property (other than cash) in exchange for Interests in the
Partnership.

     E.    The General Partner, in its capacity as such, or in its
capacity as a general partner in any partnership or joint venture which may
hold title to any Property under Section 5.3A(v), shall not do or cause the
Partnership to do, any act which would not be permitted under this
Agreement to be done by it as the General Partner if title to such Property
were held directly by the Partnership, and shall, in general, act, and
cause the Partnership to act, in such capacity in the same manner as if
title to such Property were held directly by the Partnership.

SECTION 5.5  Duties and Obligations of the General Partner

     A.    The General Partner shall take all action which may be
necessary or appropriate (i) for the continuation of the Partnership's
valid existence as a limited partnership under the laws of the State of
Delaware (and of each other jurisdiction in which such existence is
necessary to the limited liability of the Limited Partners or to enable the
Partnership to conduct the business in which it is engaged) and (ii) for
the acquisition, development, maintenance, preservation and operation of
the Properties as contemplated by the Prospectus in accordance with the
provisions of this Agreement and applicable laws and regulations (it being
understood and agreed, however, that the performance of day-to-day
development and property management services for specific Properties is not
the obligation of the General Partner of the Partnership).

     B.    The General Partner shall devote to the Partnership such time
as may be necessary for the proper performance of its duties hereunder, but
neither the officers nor the directors of the General Partner shall be
expected to devote their full time to the performance of such duties.

     C.    The General Partner shall at all times use its best efforts to
maintain its net worth at a sufficient level to meet all requirements of
the Code, under currently applicable rulings, regulations and policies of
the Internal Revenue Service and as hereafter interpreted by the Internal
Revenue Service, any agency of the Federal government or the courts, to
assure that the Partnership will be classified for Federal income tax
purposes as a partnership and not as an association taxable as a
corporation, and shall, irrespective of such requirements, maintain its net
worth at an amount at least equal to the lesser of 10% of the aggregate
capital contributions to the Partnership or $25,000,000. The General
Partner shall use its best efforts to cause JMB Holdings Corporation to
comply in all respects with the terms of its obligation which shall be
comparable to the General Partner's obligation and which shall be set forth
in a written commitment of JMB Holdings Corporation to be received by the
Partnership prior to the issuance of Additional Limited Partnership
Interests under Section 3.3A.

                                 A-24


<PAGE>


     D.    The General Partner shall take such action as may be necessary
or appropriate in order to form or qualify the Partnership under the laws
of any jurisdiction in which the Partnership is doing business or in which
such formation or qualification is necessary in order to protect the
limited liability of the Limited Partners or in order to continue in effect
such formation or qualification. The General Partner shall file or cause to
be filed for recordation in the office of the appropriate authorities of
the State of Delaware, and in the proper office or offices in each other
jurisdiction in which the Partnership is formed or qualified, such
certificates (including limited partnership and assumed name certificates)
and other documents as are required by the applicable statutes, rules or
regulations of any such jurisdiction or are required to reflect the
identity of the Partners and the amounts of the Capital Investments with
respect to the Interests.

     E.    The General Partner shall prepare or cause to be prepared and
shall file on or before the due date (or any extension thereof) any
Federal, state or local information or tax returns required to be filed by
the Partnership. The General Partner shall cause the Partnership to pay any
taxes payable by the Partnership unless the General Partner determines in
its sole discretion to contest the payment of such taxes.

     F.    The General Partner shall obtain and keep in force during the
term hereof fire and extended coverage, workmen's compensation and public
liability insurance in favor of the Partnership with, such insurers and in
such amounts as the General Partner shall deem advisable, but in amounts
not less (and with deductible amounts not greater) than those customarily
maintained with respect to properties comparable to the Properties.

     G.    The General Partner shall be under a fiduciary duty to conduct
the affairs of the Partnership in the best interests of the Partnership and
of the Limited Partners, including the safekeeping and use of all
Partnership funds and assets for the exclusive benefit of the Partnership,
whether or not in its immediate possession or control.

     H.    In the case of any vote, Consent or other action by the Limited
Partners pursuant to the terms of this Agreement which shall become binding
upon the General Partner, the General Partner, in acting on behalf of the
Partnership in the Partnership's capacity as a partner in any partnership
or joint venture which may hold title to any Property, shall, to the extent
permitted by the partnership agreement relating to such partnership or
joint venture, take corresponding or identical action or cause an Affiliate
of the General Partner in its capacity as a general partner of such
partnership or joint venture to take such action pursuant to the terms of
the partnership agreement relating to such partnership or joint venture
and, in general, shall not act on behalf of the Partnership in such
capacity in a manner inconsistent with any such vote, Consent or other
action pursuant to this Agreement.

     I. The General Partner shall use its best efforts to assure that the
Partnership shall not be deemed an investment company as such term is
defined in the Investment Company Act of 1940.

     J.    (i) The General Partner shall elect to pursue one of the
following courses of action: (a) to cause the Interests of the Holders to
be listed and quoted on a United States national exchange or to be reported
by the National Association of Securities Dealers Automated Quotation
System (which may be done at any time on or prior to the date ten years
from the Offering Termination Date); (b) to purchase, or to cause JMB or
its Affiliates to purchase, on the date ten years from the Offering
Termination Date all of the Interests of the Holders at their then
appraised fair market value in accordance with the procedure set forth in
subparagraph (ii) below; or (c) to commence a liquidation phase on the date
ten years from the Offering Termination Date which liquidation shall be
completed within fifteen years after the Offering Termination Date;
provided, however, that if the General Partner elects to pursue the course
of action set forth in clause (a) above, the General Partner shall have the
authority to cause the Interests of the Holders to be delisted or otherwise
not so listed and quoted if the General Partner determines that such
listing or quoting may result in adverse tax consequences to the
Partnership or any Holder.

                                 A-25


<PAGE>


           (ii)  In the event that the General Partner elects to purchase,
or to cause JMB or its Affiliates to purchase all of the Interests of the
Holders on the date ten years from the Offering Termination Date, an
independent appraiser shall be selected by ML Real Estate Associates II and
proposed by the General Partner for approval by the Limited Partners. Such
appraiser shall be deemed approved by the Limited Partners unless objected
to in writing by the Holders of a majority or the then outstanding Limited
Partnership Interests within 45 days after Notification thereof is sent by
the General Partner. The appraisal shall be requested by the General
Partner sufficiently in advance to be received by the date ten years from
the Offering Termination Date. The appraisal shall value the interests as
limited partnership interests in the Partnership with all of the rights and
obligations pertinent thereto. The cost of obtaining the appraisal shall be
borne equally by the Partnership and the purchaser of the Interests. The
General Partner shall then submit the appraisal of the value of the
Interests to an independent nationally-recognized investment banking firm
or real estate advisory company, which shall be retained by the General
Partner specifically with respect to the determination of such value. The
purchase of the Interests shall not be consummated unless the General
Partner has obtained from such investment banking firm or real estate
advisory company a letter of opinion, addressed to the Partnership,
concluding that the appraised fair market value and the terms of the
purchase are fair to the Holders of Interests. The General Partner shall
have 120 days from receipt of a favorable letter of opinion to purchase, or
to cause JMB or its Affiliates to purchase, the Interests from the Holders
at their appraised fair market value.

           (iii) In the event the General Partner elects to commence a
liquidation phase of the Partnership on the date ten years from the
Offering Termination Date as provided in subparagraph (i) above, JMB and
its Affiliates will be permitted to purchase at appraised fair market value
any of the interests held by the Partnership in Properties in which JMB or
any of its Affiliates (other than the Partnership) has an interest. The
purchase price for the interest of the Partnership shall be determined by
independent appraisal in the same manner as set forth in subparagraph (ii)
above; provided, however, that the General Partner may not permit the sale
of such interest of the Partnership to JMB or any Affiliate unless and
until the Partnership has received a letter of opinion from an independent
nationally recognized investment banking firm or real estate advisory
company, addressed to the Partnership, to the effect that the appraised
sales price and the other terms of the purchase are fair to the
Partnership.

     K.    In the event Arvida uses any goods, services or facilities of
the Partnership in connection with any developments or activities in which
the Partnership does not own an interest, then the General Partner shall
require Arvida to reimburse the Partnership for its allocable cost of such
services or assets to the extent the Partnership does not own an interest
in such development or activity.

SECTION 5.6  Compensation of General Partner

     The General Partner shall not in its capacity as General Partner
receive any salary, fees, profits or distributions except profits,
distributions, fees and allocations to which it may be entitled under
Articles Four, Five, Eight and Eleven, it being understood, however that
the Partnership is obligated to pay JMB or its Affiliates an Acquisition
and Financing Guaranty Fee equal to $20,000,000 (subject to reduction as
provided below) for services of JMB and such Affiliates in negotiating and
arranging, and guaranteeing repayment of certain indebtedness and certain
other obligations incurred in connection with, the acquisition of the
assets by the Partnership under the Acquisition Agreement. The obligation
to pay such fee in the event at least the minimum offering amount under
Section 3.3A is obtained will be required to be satisfied as follows: on or
about each Admission Date, the Partnership shall pay to JMB or its
Affiliates a portion of the maximum amount of such Acquisition and
Financing Guaranty Fee based upon the ratio that the number of Additional
Limited Partnership Interests being issued under Section 3.3A on such
Admission Date bears to 325,000; to the extent that less than an aggregate
of 325,000 Additional Limited Partnership Interests are issued under
Section 3.3A for all Admission Dates, the corresponding proportion of the
Acquisition and Financing Guaranty Fee will not be paid by the Partnership.

In no event shall the total of the Acquisition and Financing Guaranty Fee
paid to JMB or its Affiliates plus any Acquisition Fees paid to all parties
exceed the lesser of (a) the compensation customarily charged in
arm's-length

                                 A-26


<PAGE>


transactions by others rendering similar services as an ongoing public
activity in the same geographical location and for comparable property or
(b) an amount equal to 18% of the Capital Investments in the Partnership.

SECTION 5.7  Other Business of Partners

     Any Partner may engage independently or with others in business
ventures of every nature and description, including, without limitation,
the rendering of advice or services of any kind to other investors and the
making or management of other investments. Nothing in this Agreement shall
be deemed to prohibit the General Partner or any Affiliate of the General
Partner or any officer, director, employee, shareholder or partner of the
General Partner or any such Affiliate from dealing, or otherwise engaging
in business with.  Persons transacting business with the Partnership or
from providing services relating to the purchase, sale, management,
development or operation of real property and receiving compensation
therefor, not involving any rebate or reciprocal arrangement which would
have the effect of circumventing any restriction set forth herein upon
dealing with Affiliates of the General Partner.  Neither the Partnership
nor any Partner shall have any right by virtue of this Agreement or the
partnership relationship created hereby in or to such other ventures or
activities or to the income or proceeds derived therefrom, and the pursuit
of such ventures shall not be deemed wrongful or improper. Except as
provided in the Management and Supervisory Agreement referred to in Section
5.2A(ix), neither the General Partner nor any Affiliate of any General
Partner shall be obligated to present any particular investment opportunity
to the Partnership.  The General Partner and Limited Partners agree that
the Partners have no right to expect that the Partnership's Properties will
consist of anything other than the assets acquired in connection with the
Acquisition Agreement and the interest of the Partnership in future
communities as described in and subject to the terms and limitations set
forth in the Management and Supervisory Agreement.

SECTION 5.8  Limitation on Liability of General Partner; Indemnification

     Neither the General Partner nor any affiliate (for purposes of this
Section 5.8 hereof "affiliate" shall mean any person performing services on
behalf of the Partnership who (1) directly controls, is controlled by, or
is under common control with, the General Partner or the Associate Limited
Partners; or (2) owns or controls 10% or more of the outstanding voting
securities of the General Partner or the Associate Limited Partners; or (3)
is an officer, director, partner or trustee of the General Partner or the
Associate Limited Partners; or (4) if the General Partner is an officer,
director, partner or trustee, any company for which the General Partner
acts in any such capacity) thereof engaged in the performance of services
on behalf of the Partnership (the "Indemnified Parties") shall be liable,
responsible or accountable in damages or otherwise to any Holder for any
act or omission performed or omitted by such Indemnified Party pursuant to
the authority granted to such Indemnified Party by this Agreement or by law
if the General Partner or its affiliates have determined, in good-faith,
that the act or omission which caused the loss or liability was in the best
interests of the Partnership and such liability was not the result of
misconduct or negligence. The Partnership shall indemnify and hold harmless
each Indemnified Party from and against any loss or liability suffered or
sustained by him by reason of any acts, omissions or alleged acts or
omissions arising out of his activities on behalf of the Partnership or in
furtherance of the interests of the Partnership, including, but not limited
to, any judgment, award, settlement, reasonable attorneys' fees and other
costs or expenses incurred in connection with the defense of any pending or
threatened action, proceeding or claim and including any payments made by
the General Partner to any of its officers or directors who are affiliates
pursuant to an indemnification agreement no broader than this Section 5.8;
provided that the General Partner or its affiliates have determined, in
good faith, that the act or omission which caused the loss or liability was
in the best interests of the Partnership and such loss or liability was not
the result of misconduct or negligence by such Indemnified Party. The
satisfaction of any indemnification and any saving harmless shall be from
and limited to Partnership assets, and no Limited Partner shall have any
personal liability on account thereof. Notwithstanding the foregoing, the
Indemnified Parties and any person acting as a broker- dealer shall not be
indemnified for any loss or damage incurred by them in connection with any

                                 A-27


<PAGE>


claim involving allegations that Federal or state securities laws were
violated, unless: (1) there has been a successful adjudication on the
merits of each count involving alleged securities law violations and a
court approves indemnification of litigation costs; (2) such claim has been
dismissed, with prejudice on the merits, by a court of competent
jurisdiction and a court approves indemnification of litigation costs; or
(3) such claim has been settled, and a court of competent jurisdiction
approves indemnification of litigation costs (specifically, the settlement
of any claim against the Indemnified Parties and finds that indemnification
of the settlement and related costs should be made). Additionally, such a
court shall have been advised by the party seeking indemnification as to
the current position of the Securities and Exchange Commission, the
California Commissioner of Corporations, the Securities Division of the
Office of the Secretary of the Commonwealth of Massachusetts, the Tennessee
Securities Division, the Texas State Securities Board and the securities
commissioners of the states which subscribe to the provisions of the North
American Securities Administrators Association, Inc. Statement of Policy
Regarding Real Estate Programs effective on January 1, 1987 regarding
indemnification for violations of securities laws. Notwithstanding the
foregoing, the Indemnified Parties shall not be indemnified for any
liability, loss, expense or damage incurred by them in connection with any
judgment entered arising from or out of a violation of Federal or state
securities laws which were violated by any Indemnified Party in connection
with the offer or sale of the Interests. In addition, the Partnership may
not incur the cost of that portion of liability insurance which insures the
Indemnified Parties for any liability as to which the Indemnified Parties
are prohibited from being indemnified as described above.


                              ARTICLE SIX

        ADMISSION OF SUCCESSOR AND ADDITIONAL GENERAL PARTNERS

SECTION 6.1  Admission of Successor and Additional General Partners

     A.    With the Consent of the General Partner and of such number of
the Limited Partners as are then required under the Revised Uniform Limited
Partnership Act of the State of Delaware, and under the applicable laws of
such other jurisdictions in which the Partnership is formed or qualified,
to Consent to or ratify the admission of a General Partner, but in no event
with the Consent of less than a majority of all the outstanding Limited
Partnership Interests, the General Partner may at any time designate one or
more Persons to be successors to such General Partner or to be additional
General Partners, in each case with such participation in such General
Partner's Interest as such General Partner and such successor or additional
General Partners may agree upon, provided that the Interests of the Limited
Partners shall not be adversely affected thereby. Each such designee shall
become a successor or additional General Partner upon satisfying the
conditions of Section 11.2.

     B.    Except in connection with a transfer to a successor or
additional General Partner pursuant to Section 6.1A, the General Partner
shall not have any right to retire or withdraw voluntarily from the
Partnership or to sell, transfer or assign its Interest, except that (i) it
may substitute in its stead as General Partner any entity which has, by
merger, consolidation or otherwise, acquired substantially all of its
assets or stock and continued its business or (ii) it may cause to be
admitted to the Partnership an additional General Partner or Partners to
enable the aggregate net worth of the General Partners to comply with the
provisions of Section 5.5C. Each such successor or additional General
Partner shall be admitted as such to the Partnership upon satisfying the
conditions of Section 11.2. Each Limited Partner hereby Consents to the
admission of any additional or successor General Partner pursuant to this
Section 6.1B, and no further Consent or approval shall be required.

     C.    Any voluntary withdrawal by the General Partner from the
Partnership or any sale, transfer or assignment by such General Partner of
its Interest shall be effective only upon the admission in accordance with
Section 6.1A or Section 6.1B, whichever is applicable, of a successor or
additional General Partner, as the case may be.

                                 A-28


<PAGE>


SECTION 6.2  Bankruptcy, Death, Dissolution or Incompetence of the General
Partner

     A.    In the event or the bankruptcy or the General Partner or the
death or dissolution of the General Partner or the adjudication that the
General Partner is incompetent (which term shall include, but not be
limited to, insanity), the business of the Partnership shall be continued
with the Partnership Properties if such General Partner is not then the
sole General Partner.

     B.    Upon the bankruptcy, death, dissolution or adjudication of
incompetence of the General Partner, such General Partner shall immediately
cease to be the General Partner and its Interest in the Partnership shall
terminate, provided, however, that such termination shall not affect any
rights or liabilities of such General Partner which matured prior to such
event, or the value, if any, at the time of such event of the Interest of
such General Partner.

     C.    If, at the time of the bankruptcy, death, dissolution, or
adjudication of incompetence of the General Partner, such General Partner
was not the sole General Partner, the remaining General Partner or General
Partners shall continue the business of the Partnership and shall
immediately (i) give Notification to the Limited Partners of such event and
(ii) make such amendments to this Agreement and execute and file for
recordation such amendments or other documents or instruments as are
necessary to reflect the termination of the Interest of the bankrupt,
deceased, dissolved or incompetent General Partner and such General
Partner's having ceased to be a General Partner.

SECTION 6.3  Liability of a Withdrawn General Partner

     Any General Partner who shall voluntarily or involuntarily for any
reason (including bankruptcy, death, dissolution or adjudication of
incompetence) withdraw from the Partnership or sell, transfer or assign its
Interest shall be and remain liable for all obligations and liabilities
incurred by it as General Partner prior to the time such withdrawal, sale,
transfer or assignment shall, as provided in Sections 6.1 or 6.2, have
become effective, but it shall be free of any obligation or liability
incurred on account of the activities of the Partnership from and after the
time such withdrawal, sale, transfer or assignment shall have become
effective.

SECTION 6.4  Restrictions on Transfer of General Partner's Interest

     A.    Notwithstanding anything to the contrary in this Article Six, a
General Partner's Interest shall at all times be subject to the
restrictions on transfer set forth in Sections 7.1A and 7.1B.

     B.    Notwithstanding the provisions of Sections 6.1 (other than
Section 6.1B) and 6.5, unless at the time of the operation of Section 6.1A
or 6.5 (i) counsel satisfactory to the Limited Partners (as defined in
Section 10.3) shall have delivered to the Partnership an opinion to the
effect that, after giving effect to any assignment or transfer of all or
any part of the Interest of a General Partner, the General Partner shall
have a net worth at a sufficient level to meet all then-existing
requirements of the Code to assure that the Partnership will be classified
for Federal income tax purposes as a partnership and not as an association
taxable as a corporation and (ii) either (a) counsel satisfactory to the
Limited Partners (as defined in Section 10.3) shall have delivered to the
Partnership an opinion to the effect that the giving of the Consent of the
Limited Partners pursuant to Section 6.1A by express Consent of Limited
Partners holding a majority of the then outstanding Limited Partnership
Interests, may be effected without adversely affecting the status of the
Limited Partners as limited partners of the Partnership or (b) a State
court having original jurisdiction in the premises has entered a judgment
which has become final to the foregoing effect as to the Revised Uniform
Limited Partnership Act of the State of Delaware and an opinion of counsel
as provided in 6.4B (i) has been obtained as to the laws of such
jurisdictions, other than the State of Delaware, in which the Partnership
is formed, re-formed, reorganized, or otherwise qualified, the Consent of
the Limited Partners pursuant to Section 6.1A may then be given only by the
express Consent at that time of such required number of Limited Partners as
shall be set forth in said opinions or judgment.

     C.    No assignee or transferee of all or any part of the Interest of
a General Partner shall have any right to become a General Partner except
as provided in this Article Six.

     D.    Any transfer of the stock of the General Partner which causes
it not to be an Affiliate of JMB shall be deemed for purposes of this
Section 6.4 as a transfer of the Interest of the General Partner.

                                 A-29


<PAGE>


SECTION 6.5  Consent of Limited Partners to Admission of Successor or
Additional General Partner

     Subject to the provisions of Sections 6.1 and 6.4, each of the
Limited Partners by the execution of this Agreement hereby Consents to the
admission of any Person as a successor or additional General Partner to
which there has at the time been express Consent of a majority in interest
of the Limited Partners pursuant to Section 6.1. Upon receipt pursuant to
Section 6.1 of the Consent of Limited Partners holding a majority of the
then outstanding Limited Partnership Interests to such admission, subject
to the provisions of Section 6.4, such admission shall, without any further
Consent or approval of the Limited Partners, be an act of all the Limited
Partners.

SECTION 6.6  Valuation of Interests of the General Partner and the
Associate Limited Partners

     A.    In the event of the removal of the General Partner under
Section 10.2, or the bankruptcy, death, dissolution or adjudication of
incompetence of the General Partner under Section 6.2, and the continuation
of the Partnership pursuant to Sections 6.2C or 10.2, its Interest and the
Interests of the Associate Limited Partners (including the value of all of
the interests of the General Partner and the Associate Limited Partners in
Cash Flow, Profits and Losses) as the General Partner and the Associate
Limited Partners, as applicable, in the Partnership shall be purchased by
the Partnership from the General Partner and the Associate Limited
Partners, as applicable, for purchase prices equal to the fair market
values of such Interests. Such values shall first be determined by
agreement between the General Partner and the Partnership (acting only
after approval by the Holders of a majority of the then outstanding Limited
Partnership Interests).  The General Partner and the Partnership shall
initially agree on such fair market values and submit them to the Limited
Partnership.  The Partnership's agreement on the fair market values of the
Interests of the General Partner and the Associate Limited Partners shall
become effective only after the affirmative vote of the Holders of a
majority of the then outstanding Limited Partnership Interests. If the
General Partner and the Partnership cannot agree upon the fair market
values of such Interests within 60 days after the occurrence of the event
upon which such Interests are to be purchased by the Partnership, the fair
market values thereof shall be determined by appraisals by two independent
appraisers, one selected by the Person who ceases to be the General Partner
under Section 6.2 or 10.2 and one by the Limited Partners. In the event
that such two appraisers are unable to agree on the value of the Interest
of the Person who ceases to be General Partner under Section 6.2 or 10.2 or
to any Associate Limited Partner, they shall jointly appoint a third
independent appraiser whose determination shall be final and binding as to
the value of such Interest.  The cost of obtaining such appraisals shall be
borne equally by the Person ceasing to be General Partner and the
Partnership.  The Partnership shall pay the Person ceasing to be the
General Partner and the Associate Limited Partners for the value of their
Interests as so determined by delivery of promissory notes payable to the
General Partner or its order and to each of the Associate Limited Partners
or to the order to each of them in face amounts equal to such respective
fair market values (either as agreed or as determined by appraisal)
containing acceleration and other similar provisions as would be usual and
customary in a commercial promissory note.  The promissory note payable to
the Person who ceases to be a General Partner because of removal under
Section 10.2 or an involuntary bankruptcy or involuntary dissolution (and
the promissory notes payable to the Associate Limited Partners in
connection therewith) shall bear simple interest at a rate per annum equal
to the lesser of the reference rate from time to time announced by
Continental Illinois National Bank and Trust Company of Chicago plus two
percent per annum, or ten percent per annum with all principal and accrued
interest subject to mandatory payment from time to time from all Cash Flow
realized by the Partnership; provided, however, that the principal amount
of such promissory notes, together with accrued interest, shall be payable
in equal annual installments over a period of not less than five years.
The promissory note payable to the Person who ceases to be a General
Partner by a voluntary bankruptcy or voluntary dissolution (and the
promissory notes payable to the Associate Limited Partners in connection
therewith) shall not bear interest and shall only be payable out of
distributions which otherwise would have been payable to such Person from
Cash Flow Payment in full of all principal (and interest, if applicable) on
the promissory notes received by the General Partner and the Associate
Limited Partners pursuant to this Section 6.6 shall constitute complete

                                 A-30


<PAGE>


and full discharge for all amounts owing to the General Partner and the
Associate Limited Partners on account of their respective Interests in the
Partnership. For purposes of this Section 6.6, the independent appraiser
selected by the Limited Partners shall be selected by ML Real Estate
Associates II (excluding for this purpose its assigns) and proposed by the
General Partner for selection of the Limited Partners. Such appraiser shall
be deemed selected by the Limited Partners unless objected to in writing by
the Holders of a majority of the then outstanding Limited Partnership
Interests within 45 days after Notification thereof is sent by the General
Partner.

     B.    In the event that a replacement General Partner is elected by
the Limited Partners under Section 10.2, such replacement or successor
General Partner (the "Acquiring Partner") shall purchase from the
Partnership, within 60 days of the date on which it becomes a General
Partner, the Interests in the Partnership which the Partnership purchased
from the Person ceasing to be a General Partner as provided in Section 6.6A
above and from the Associate Limited Partners. For such Interests, the
Acquiring Partner shall pay the amounts determined pursuant to Section 6.6A
to be the fair market values of such Interests. Payment for the Interests
shall be made by promissory notes bearing simple interest at a rate per
annum equal to the lesser of the reference rate from time to time announced
by Continental Illinois National Bank and Trust Company of Chicago plus 2%
per annum or 10% interest per annum on the unpaid principal amount of such
promissory notes and shall be secured, on a pro rata basis according to the
face amount of each promissory note, by assignment by the Acquiring Partner
to the Partnership of all its future distributions of Cash Flow from the
Partnership to the Acquiring Partner.


                             ARTICLE SEVEN

                TRANSFERABILITY OF PARTNERS' INTERESTS

SECTION 7.1  Restrictions on Transfers of Interests

     A.    No transfer or assignment with respect to any Limited
Partnership Interest or any Additional Limited Partnership Interest, or any
fraction thereof, shall be effective if such transfer or assignment would,
in the opinion of counsel for the Partnership, result in the termination of
the Partnership or the treatment of the Partnership as an association
taxable as a corporation, for purposes of the then applicable provisions of
the Code.

     B.    No transfer or assignment with respect to any Limited
Partnership Interest, or any fraction thereof, shall be effective if
counsel for the Partnership shall be of the opinion that such transfer or
assignment would be in violation of any state securities or "Blue Sky" laws
(including any investment suitability standards) applicable to the
Partnership.

     C.    No purported transfer or assignment with respect to a Limited
Partnership Interest, or any fraction thereof, after which the transferor
or the transferee would hold an Interest representing a Capital Investment
of less than $5,000 will be permitted or recognized or be valid for any
purpose (except for transfers by gift, inheritance or family dissolution,
transfers to Affiliates or intra-family transfers). Prior to the first date
on which an Additional Limited Partnership Interest is issued to an
Assignee Holder (other than ML Real Estate Associates II), no purported
transfer or assignment with respect to any Interest, or any fraction
thereof, shall be permitted or recognized or be valid for any purpose.

     D.    No transfer or assignment with respect to any Limited
Partnership Interest or any Additional Limited Partnership Interest, or any
fraction thereof, shall be effective if as a result of such transfer or
assignment such Limited Partnership Interest or Additional Limited
Partnership Interest (or fraction thereof) would be held by any person that
is a non-resident alien individual or foreign corporation or other entity
or that may be subject to tax under Section 511 of the Code, or by any
"tax-exempt entity" (within the meaning of Section 168(h)(2) of the Code
for purposes of Section 168(h)(6)(A) of the Code), except that the
foregoing restriction shall not apply to any transfer or assignment
permitted in the sole discretion of the General Partner.

                                 A-31


<PAGE>


SECTION 7.2 Assignees and Substituted Limited Partners

     A.    If a Limited Partner dies, his executor, administrator or
trustee, or, if he is adjudicated incompetent (including by reason of
insanity), his committee, guardian or conservator, or, if he becomes
bankrupt, the receiver or trustee of his estate, shall have all the rights
of a Limited Partner for the purpose of settling or managing his estate and
such power as the decedent or incompetent or bankrupt Person possessed to
assign all or any part of his Interest and to join with the assignee
thereof in satisfying conditions precedent to such assignee becoming a
Substituted Limited Partner. The death, dissolution, adjudication of
incompetence or bankruptcy of a Limited Partner shall not dissolve the
Partnership.

     B.    The Partnership shall recognize as the Assignee Holder of
Additional Limited Partnership Interests each Person to whom the Initial
Limited Partner assigns Additional Limited Partnership Interests which are
purchased in the public offering pursuant to Section 3.3 (including
pursuant to Section 3.3G as of such dates from time to time during the
offering period as the General Partner shall determine (which in no event
shall be later than the date on which the funds of such Assignee Holder are
released from the escrow deposit account) provided that (a) the Partnership
has received the capital set forth on Schedule A with respect to the
Additional Limited Partnership Interests of such Assignee Holder and (b)
the Initial Limited Partner has executed an instrument of assignment, in
form and substance satisfactory to the General Partner, setting forth the
name and address of such Assignee Holder to whom such Additional Limited
Partnership Interests are being assigned.

     C.    Except as provided in Section 7.2B above, the Partnership shall
not recognize for any purpose any assignment with respect to all or any
fraction of a Limited Partnership Interest unless there shall have been
filed with the Partnership a duly executed and acknowledged counterpart of
the instrument making such assignment and such instrument evidences the
written acceptance by the assignee of all of the terms and provisions of
this Agreement and represents that such assignment was made in accordance
with all applicable laws and regulations (including investment suitability
requirements).  Such instrument shall be accompanied by a transfer fee not
in excess of $100 that shall be paid to the Partnership or an Affiliate of
the General Partner to cover all actual, necessary and reasonable expenses,
fees and filing costs in connection with such transfer. Any assignee of a
Limited Partnership Interest shall, for the purposes of Section 4.3C, be
recognized as a Holder of Interests as of the first day of the fiscal
quarter next succeeding the fiscal quarter in which the General Partner
actually receives the instrument of assignment that complies with the
requirements of this Section 7.2C; provided, however, that except as
provided in Section 7.2B above, no assignee of a Limited Partnership
Interest shall be recognized as a Holder of Interests prior to the first
fiscal quarter following the fiscal quarter during which the final issuance
of Additional Limited Partnership Interests pursuant to Section 3.3 occurs.

     D.    Any Person who is an Assignee Holder of all or any fraction of
a Limited Partnership Interest may become a Substituted Limited Partner
only when such Person shall have satisfied the conditions of Section 7.2C
and Section 11.2. The General Partner agrees to inform such Assignee
Holder, within 60 days of receipt by the Partnership of the items set forth
in Sections 7.2C and 11.2A herein, if he has been rejected as a Substituted
Limited Partner. Assignee Holders (and any assignees with respect to any
Limited Partnership Interests of such Assignee Holders) who effect such a
transfer and become Substituted Limited Partners will not be permitted
subsequently to reassign their Limited Partnership Interests to the Initial
Limited Partner and once more become Assignee Holders. The right of an
assignee to become a Substituted Limited Partner shall be subject to the
written Consent of the General Partner, which Consent may be granted or
denied in the sole and absolute discretion of the General Partner and prior
to the giving of such Consent, such substitution shall not be effective.
The written Consent or a notice of denial of Consent shall be given to the
assignee not later than the last day of the calendar month following the
month the General Partner actually receives the executed Signature Page and
Power of Attorney and such other document or documents as may reasonably be
requested by the General Partner and payment of an amount (not in excess of
$100) required to cover all actual, necessary and reasonable

                                 A-32


<PAGE>


expenses, fees and filing costs in connection with such substitution.  The
voting rights of a Substituted Limited Partner who transfers his entire
economic interest in any Additional Limited Partnership Interests will
terminate with respect to such Additional Limited Partnership Interests
upon such transfer.

SECTION 7.3  Indemnification and Terms of Admission

     A.    Each Holder of Interests shall indemnify and hold harmless the
Partnership, the General Partner and every Holder who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of or arising from any actual misrepresentation or
misstatement of facts or omission to state facts made (or omitted to be
made) by such Holder in connection with any assignment, transfer, other
disposition or encumbrance of all or any part of any Interest in the
Partnership, or the admission of an Assignee Holder as a Substituted
Limited Partner to the Partnership, against expenses for which the
Partnership or such other Person has not otherwise been reimbursed
(including attorneys' fees, judgments, fines and amounts paid in
settlement) actually and reasonably incurred by it or him in connection
with such action, suit or proceeding.

     B.    Any Person who acquires an Interest as an Assignee Holder
(whether or not such Person becomes a Substituted Limited Partner) or who
is admitted to the Partnership as a Substituted Limited Partner or as a
successor or additional General Partner shall be subject to and bound by
all the provisions of this Agreement as if originally a party to this
Agreement.


                             ARTICLE EIGHT

            DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP

SECTION 8.1  Events Causing Dissolution

     The Partnership shall terminate upon the happening of any of the
following events:

           (i)   the bankruptcy, death, dissolution, adjudication of
incompetence or withdrawal of a sole General Partner;

           (ii)  the reduction to cash or cash equivalents of all the
assets of the Partnership;

           (iii) the election by the General Partner pursuant to Section
5.5J), Section 5.4B, or the vote by the Limited Partners pursuant to
Section 10.2(ii), to dissolve the Partnership; or

           (iv)  the happening of any other event causing the dissolution
of the Partnership under the laws of the State of Delaware.

Dissolution of the Partnership shall be effective on the day on which the
event occurs giving rise to the dissolution, but the Partnership shall not
terminate until the Partnership's certificate of limited partnership shall
have been cancelled and the assets of the Partnership shall have been
distributed as provided in Section 8.3. Notwithstanding the dissolution of
the Partnership, prior to the termination of the Partnership, as aforesaid,
the business of the Partnership and the affairs of the Partners, as such,
shall continue to be governed by this Agreement.

     In the event of the bankruptcy, dissolution or withdrawal of a
General Partner which is not then the sole General Partner at any time
during the life of the Partnership, the remaining General Partner or
General Partners shall promptly give the Limited Partners notice of the
occurrence of any event constituting such bankruptcy, dissolution or
withdrawal. The General Partner shall give the Limited Partners sixty (60)
days' notice of its intent to withdraw voluntarily as a General Partner of
the Partnership. The General Partner hereby agrees not to withdraw as a
General Partner of the Partnership unless, prior to such withdrawal,
written notice has been given to the Limited Partners as provided in the
preceding sentence, and the Limited Partners have (or have not) elected to
exercise their right pursuant to Section 10.2 (and subject to the
conditions set forth in Section 10.3) to elect a new General Partner.
Notwithstanding anything to the contrary in this Agreement, if any event
specified in clauses (i) through (iii) of Section 8.1 occurs prior to the
first date on which an

                                 A-33


<PAGE>


Additional Limited Partnership Interest is issued to an Assignee Holder
(other than ML Real Estate Associates II), no Partner or Partners shall
have any right to cause the Partnership to be continued, and if any event
specified in clause (iv) of Section 8.1 occurs prior to such date, no
Partner or Partners shall have any right to cause the Partnership to be
continued unless all Partners (including ML Real Estate Associates II and
Arvida/JMB Partners, which shall Consent to this purpose only with the
affirmative approval of ML Real Estate Associates II as a partner therein)
Consent to continue the Partnership.

SECTION 8.2  Capital Contribution upon Dissolution

     Subject to Section 5.8, each Limited Partner shall look solely to the
assets of the Partnership for all distributions with respect to the
Partnership and his capital contribution thereto and share of Profits or
Losses thereof, and, except as provided in Section 4.1, shall have no
recourse therefor (upon dissolution or otherwise) against any General
Partner or any Limited Partner; provided, however, that upon dissolution
and termination of the Partnership, the General Partner shall contribute to
the Partnership an amount equal to the amount which is determined to be the
smaller of (i) the deficit balance in its Capital Account or (ii) the
excess of 1.01% of the Capital Investments with respect to Limited
Partnership Interests held by Holders over the aggregate capital
contributions made by the General Partner as provided in Schedule A and
otherwise under this Agreement.  If Arvida/JMB Associates shall in writing
assume or otherwise agree to be personally liable on Partnership
indebtedness owed to a third party, during the period that such assumption
or other personal liability exists, Arvida/JMB Associates shall be
obligated to contribute to the Partnership an amount equal to the amount of
such indebtedness which it has assumed or on which it has otherwise agreed
to be personally liable if needed to satisfy such Partnership indebtedness.

     No Limited Partner shall have any right to demand or receive
property, other than cash, upon dissolution and termination of the
Partnership.

SECTION 8.3  Liquidation

     A.    Upon dissolution of the Partnership, the General Partner shall
dispose of the assets of the Partnership, apply and distribute the proceeds
thereof as contemplated by this Agreement and cause the cancellation of the
Partnership's certificate of limited partnership.

     B.    Notwithstanding the foregoing, in the event the General Partner
shall determine that an immediate sale of part or all of the Partnership
assets would cause undue loss to the Partners, the General Partner, in
order to avoid such loss, may (after having given Notification to all the
Limited Partners), subject to Section 8.3C and to the extent not then
prohibited by the Limited Partnership Act of any jurisdiction in which the
Partnership is then formed or qualified and applicable in the
circumstances, defer disposition of and withhold from distribution for a
reasonable time any assets of the Partnership except those necessary to
satisfy the Partnership's debts and obligations.

     C.    Notwithstanding anything to the contrary in Articles Four and
Six, upon Liquidation of the Partnership the proceeds of such Liquidation
shall be distributed in the ratios of the positive Capital Account balances
of the Partners, and upon Liquidation of any Partner's Interest in the
Partnership the proceeds of such Liquidation shall be distributed in
accordance with the positive Capital Account balance of such Partner, in
each case as determined after taking into account all Capital Account
adjustments for the Partnership taxable year during which such Liquidation
occurs (other than those adjustments made pursuant to this sentence), by
the end of such taxable year (or. if later. within 90 days after the date
of such Liquidation), except that in the case of a Liquidation of the
Partnership the proceeds of such Liquidation shall not be required to be
distributed by the end of such taxable year (or, if later, within 90 days
after the date of such Liquidation) to the extent such proceeds constitute
(i) reserves reasonably required to provide for liabilities (contingent or
otherwise) of the Partnership or (ii) installment obligations owed to the
Partnership, so long as such withheld amounts are distributed as soon as
practicable and in the ratios of the Partners' positive Capital Account
balances.

                                 A-34


<PAGE>


                             ARTICLE NINE

             BOOKS AND RECORDS. ACCOUNTING REPORTS, ETC.

SECTION 9.1  Books and Records

     A.    The books and records of the Partnership shall be maintained at
the principal office of the Partnership and shall be available for
examination there by any Partner or his duly authorized representatives at
any and all reasonable times.

     The Partnership may maintain such books and records and may provide
such financial or other statements as the General Partner in its sole
discretion deems advisable. The General Partner shall not withhold a list
of names and addresses of all Limited Partners (including the number of
Interests held by each of them) from any Limited Partner who requests such
a list in writing, and who pays the costs of collection, duplication and
mailing thereof, for mailers relating to such Limited Partner's
then-current Additional Limited Partnership Interests in the Partnership
and the exercise of the rights related thereto.

     B.    The Accountants shall audit all annual financial statements and
reports to the Partners which shall be prepared in accordance with
generally accepted accounting principles, and shall prepare for execution
by the General Partner all tax returns of the Partnership.

     C.    The Capital Accounts with respect to all Interests shall be
determined and maintained throughout the full term of the Partnership in
accordance with Section 704(b) of the Code.

SECTION 9.2  Basis of Accounting and Fiscal Year

     The books of the Partnership shall be kept on the accrual basis or
the cash basis of accounting, as the General Partner shall determine.  The
fiscal year of the Partnership shall be determined by the General Partner
in its sole discretion.

SECTION 9.3  Bank Accounts

     The bank accounts of the Partnership shall be maintained in such
banking institutions as the General Partner shall determine, and
withdrawals shall be made only in the regular course of Partnership
business on such signature or signatures as the General Partner shall
determine.  All deposits and other funds may be invested in U.S. government
securities, securities issued or guaranteed by U.S. government agencies,
certificates of deposit and time or demand deposits in commercial banks,
bankers' acceptances, savings and loan association deposits or deposits in
members of the Federal Home Loan Bank System, or money market mutual funds.
The funds of the Partnership shall not be commingled with the funds of any
other Person.

SECTION 9.4  Reports

     A.    Within 60 days after the end of each of the first three fiscal
quarters of each fiscal year (beginning with the third fiscal quarter of
the 1987 fiscal year), the General Partner shall send to each Person who
was a Holder of Interests at the end of the quarter then ended (i) a
balance sheet (which need not be audited), (ii) a profit and loss statement
(which need not be audited), (iii) a cash flow statement (which need not be
audited), (iv) a detailed statement describing (a) any new agreement,
contract or arrangement required to be reported by Section 5.3A(vi) or
5.3C(iv) and (b) the amount of all fees and other compensation paid and all
distributions made by the Partnership for such quarter to any General
Partner or any Affiliated Person of any General Partner and (v) a report in
narrative form summarizing the status of the Partnership's operations and
activities during such fiscal quarter.

     B.    Within 75 days after December 31 of each calendar year, the
General Partner shall send to each Person who was a Holder of Interests at
any time during the fiscal year most recently ended such tax information as
shall be necessary for the preparation by such Person of his Federal income
tax return, and required state and other income tax returns with regard to
jurisdictions in which the

                                 A-35


<PAGE>


Partnership is formed or qualified or owns Properties.  Notwithstanding any
adjustment of the allocations of Profits or Losses provided in this
Agreement by any judicial body or governmental agency (or any amendment
hereto which is not consented to by the General Partner, including any such
amendment pursuant to Section 11.2C), the allocations of Profits or Losses
provided in this Agreement shall control for purposes of the determination
of the Partners' Capital Accounts for all purposes of this Agreement.

     C.    Within one hundred twenty (120) days after the end of each
fiscal year, the General Partner shall send to each Person who was a Holder
of Interests at the end of the fiscal year then ended and or any other
Person who was a Holder during such fiscal year who shall request a copy of
the same (i) a balance sheet as of the end of such fiscal year and
statements of income, partners' equity and changes in financial position
for such fiscal year, all of which shall be prepared in accordance with
generally accepted accounting principles and accompanied by an auditor's
report containing an opinion of the Accountants, (ii) a cash flow statement
(which need not be audited), (iii) a report summarizing the fees and other
remuneration paid by the Partnership for such fiscal year to the General
Partner or any Affiliated Person of the General Partner, and (iv) a
statement (which need not be audited) showing the Cash Flow distributed to
Holders per Additional Limited Partnership Interest, which statement shall
identify Cash flow distributed from operations during the year (including
payments under management agreements and lease payments under net leases,
if any, with sellers), Cash Flow during the prior year and uninvested
reserves held from the proceeds of the offering of additional Limited
Partnership Interests.

     D.    The General Partner shall prepare, and file with appropriate
state authorities, all reports required to be so filed by state securities
or "blue sky" authorities.


                              ARTICLE TEN

            MEETINGS AND VOTING RIGHTS OF LIMITED PARTNERS

SECTION 10.1  Meetings

     A.    Meetings of the Limited Partners for any purpose may be called
by the General Partner and shall be called by the General Partner upon
receipt of a request in writing signed by 10% or more in interest of the
Limited Partners.  Notice of such meeting shall be sent within ten (10)
days after receipt of such request.  Such request shall state the purpose
of the proposed meeting and the matters proposed to be acted upon at that
meeting.  Such meeting shall be held at the principal office of the
Partnership, or at such other place as may be designated by the General
Partner or, if called upon the request of Limited Partners, as designated
by such Limited Partners.  In addition, upon receipt of a request in
writing signed by 10% or more in interest of the Limited Partners, the
General Partner shall submit any matter (upon which the Limited Partners
are entitled to act) to the Limited Partners for a vote by written consent
without a meeting.


     B.    A notice of any such meeting shall be given either personally
or by mail to each Limited Partner at his record address, or at such other
address which he may have furnished in writing to the General Partner.
Such notice shall be in writing, and shall state the place, date and hour
of the meeting, and shall indicate that it is being issued at or by the
direction of the Partner or Partners calling the meeting.  In the event
Limited Partners request a meeting as described in this Section 10.1, such
meeting shall be held not less than fifteen (15) days nor more than sixty
(60) days from the date such request for a meeting is made or, in the event
the General Partner calls a meeting, such meeting shall be held not less
than fifteen (15) days nor more than sixty (60) days from the date notice
of such meeting is sent.  The notice shall state the purpose or purposes of
the meeting and shall contain a verbatim statement of any resolution
proposed for adoption by the Limited Partners and of any proposed amendment
to this Agreement.  If a meeting is adjourned to another time or place, and
if any announcement of the adjournment of time or place is made at the
meeting, it shall not be necessary to give notice of the adjourned meeting.

The presence in person or by proxy of a majority in interest of the Limited
Partners shall constitute a quorum at all meetings of the Limited


                                 A-36


<PAGE>


Partners; provided, however, that if there be no such quorum, holders of a
majority in interest of such Limited Partners so present or so represented
may adjourn the meeting from time to time without further notice, until a
quorum shall have been obtained. No notice of the time, place or purpose of
any meeting of Limited Partners need be given to any Limited Partner who
attends in person or is represented by proxy (except when the Limited
Partner attends a meeting for the express purpose of objecting at the
beginning of the meeting to the transaction of any business on the ground
that the meeting is not lawfully called or convened), or to any Limited
Partner entitled to such notice who, in writing, executed and filed with
the records of the meeting, either before or after the time thereof, waives
such notice.

     C.    For the purpose of determining the Limited Partners entitled to
vote on, or to vote at, any meeting of the Partnership or any adjournment
thereof, the General Partner or the Limited Partners requesting such
meeting may fix, in advance, a date as the record date for any such
determination of Limited Partners. Such date shall not be more than fifty
(50) days nor less than ten days before any such meeting.

     D.    Each Limited Partner may authorize any Person or Persons to act
for him by proxy in all matters in which a Limited Partner is entitled to
participate, whether by waiving notice of any meeting, or voting or
participating at a meeting.  The Partnership shall provide for proxies or
written consents which specify a choice between approval and disapproval of
each matter to be acted upon at any meeting of the Partnership. 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 or consent. Every proxy or
consent shall be revocable at the pleasure of the Limited Partner executing
it.

     E.    At each meeting of Limited Partners, the Limited Partners
present or represented by proxy shall elect such officers and adopt such
rules for the conduct of such meeting as they shall deem appropriate.

SECTION 10.2  Voting Rights of Limited Partners

     Subject to Section 10.3, a majority in Interest of the Limited
Partners, without the concurrence of the General Partner may (i) amend this
Agreement, subject to the provisions of Section 11.2B and to the conditions
that such amendment (a) may not in any manner allow the Limited Partners to
take part in the control of the Partnership's business and (b) may not,
without the consent of the General Partner or any other Limited Partner
affected thereby, alter the rights, powers and duties of such General
Partner or any such Limited Partner as set forth in Article Five, the
interest of the General Partner or any other Limited Partner in Profits or
Losses, in Cash Flow or other distributions, or the valuation of the
Interests of the General Partner and the Associate Limited Partners as
provided in Section 6.6A, (ii) dissolve the Partnership, or (iii) remove
the General Partner and elect a replacement therefor.

SECTION 10.3  Conditions to Action by Limited Partners

     The right of the Limited Partners to vote to amend this Agreement, to
dissolve the Partnership, to remove the General Partner and elect a
replacement therefor, and to approve the sale of all or substantially all
of the Partnership's real property developments and investments in real
property pursuant to Sections 5.4B and 10.2 shall be void ab initio if
prior to or within 15 days after such vote (A) either (i) the Partnership
has received an opinion of counsel, which counsel is satisfactory to a
majority in Interest of the Limited Partners, that such action may not be
effected without adversely affecting the status of Limited Partners as
limited partners of the Partnership, or (ii) a State court having original
jurisdiction in the premises has entered a judgment which has become final
to the foregoing effect or (B) with respect to the removal of the General
Partner and the election of a replacement therefor, the Partnership has
received an opinion of counsel, which counsel is satisfactory to a majority
in Interest of the Limited Partners, that after giving effect to such
action, the General Partner would not have a net worth at a sufficient
level to meet all then existing

                                 A-37


<PAGE>


requirements of the Code to assure that the Partnership will be classified
for Federal income tax purposes as a partnership and not as an association
taxable as a corporation. The existence of such an opinion of counsel or
court judgment with respect to a particular contemplated vote of the
Limited Partners shall not affect the rights of the Limited Partners to
vote on other future actions. If neither an opinion of counsel or court
judgment referred to in this Section has been obtained, the vote of the
Limited Partners shall proceed as scheduled and shall not be delayed or
postponed except as otherwise permitted by law. For purposes of this
Section 10.3, counsel will be deemed satisfactory to the Limited Partners
if proposed by the General Partner and affirmatively approved in writing
within forty-five (45) days by a majority in interest of the Limited
Partners; provided that if the holders of 10% or more of the outstanding
Partnership Interests propose counsel for this purpose, such proposed
counsel, and not counsel proposed by the General Partner, shall be
submitted for such approval by the Limited Partners.


                            ARTICLE ELEVEN

MISCELLANEOUS PROVISIONS SECTION 11.1  Appointment of General Partner as
Attorney-in-Fact

     A.    Each Limited Partner, including each Substituted Limited
Partner, by the execution of this Agreement, irrevocably constitutes and
appoints the General Partner his true and lawful attorney in-fact with full
power and authority in his name, place and stead to execute, acknowledge,
deliver, swear to, file and record at the appropriate public offices such
documents as may be necessary or appropriate to carry out the provisions of
this Agreement, including but not limited to:

           (i)   all certificates and other instruments (including
counterparts of this Agreement), and any amendment thereof, which the
General Partner deems appropriate to form, qualify or continue the
Partnership as a limited partnership (or a partnership in which the Limited
Partners will have limited liability comparable to that provided by the
Revised Uniform Limited Partnership Act of the State of Delaware on the
date hereof) in the jurisdiction in which the Partnership may conduct
business or in which such formation, qualification or continuation is, in
the opinion of the General Partner, necessary to protect the limited
liability of the Limited Partners;

           (ii)  all amendments to this Agreement adopted in accordance
with the terms hereof and all instruments which the General Partner deems
appropriate to reflect a change or modification of the Partnership in
accordance with the terms of this Agreement; and

           (iii) all conveyances and other instruments which the General
Partner deems appropriate to reflect the dissolution and termination of the
Partnership.

     B.    The appointment by all Limited Partners of the General Partner
as attorney-in-fact shall be deemed to be a power coupled with an interest,
in recognition of the fact that each of the Partners under this Agreement
will be relying upon the power of the General Partner to act as
contemplated by this Agreement in any filing and other action by it on
behalf of the Partnership, and shall survive the bankruptcy, death,
incompetence or dissolution of any Person hereby giving such power and the
transfer or assignment of all or any part of the Interest of such Person;
provided, however, that in the event of the transfer by a Limited Partner
of all or any part of his Interest, the foregoing power of attorney of a
transferor Limited Partner shall survive such transfer only until such time
as the transferee shall have been admitted to the Partnership as a
Substituted Limited Partner and all required documents and instruments
shall have been duly executed, filed and recorded to effect such
substitution.

SECTION 11.2  Amendments

     A.    Each Substituted Limited Partner (to the extent required by the
General Partner), additional General Partner and successor General Partner
shall become a signatory hereof by signing such number of counterpart
signature pages to this Agreement and such other instrument or in-

                                 A-38


<PAGE>


struments, and in such manner and at such time, as the General Partner
shall determine.  By so signing, each Substituted Limited Partner,
successor General Partner or additional General Partner, as the case may
be, shall be deemed to have adopted, and to have agreed to be bound by all
the provisions of, this Agreement, as amended from time to time in
accordance with the provisions to this Agreement.  Any Person who becomes
an Assignee Holder of any Interest shall similarly be deemed, by virtue of
such acquisition, to have adopted and to have agreed to be bound by all of
the provisions of this Agreement, as amended from time to time in
accordance with its terms.

     B.    In addition to the amendments otherwise authorized herein,
amendments may be made to this Agreement from time to time by the General
Partner with, subject to Section 10.3, the Consent of the Limited Partners
holding a majority of the then outstanding Limited Partnership Interests;
provided, however, that without the Consent of the Partners to be adversely
affected by the amendment, this Agreement may not be amended so as to (i)
convert a Limited Partner's Interest into a General Partner's Interest,
(ii) modify the limited liability of a Limited Partner, or (iii) subject to
Section 11.2C, alter the interest of a Partner in Profits or Losses or in
Cash Flow.

     C.    In addition to any amendments otherwise authorized herein,
amendments may be made to this Agreement from time to time by the General
Partner, without the consent of any of the Limited Partners, (i) to add to
the representations, duties or obligations of the General Partner or
surrender any right or power granted to the General Partner herein, for the
benefit of the Limited Partners; (ii) to cure any ambiguity, to correct or
supplement any provision herein which may be inconsistent with any other
provision herein, or to make any other provisions with respect to matters
or questions arising under this Agreement which will not be inconsistent
with the provisions of this Agreement; and (iii) to delete or add any
provision of this Agreement required to be so deleted or added by the staff
of the Securities and Exchange Commission or other Federal agency or by a
State "Blue Sky" commissioner or similar such official, which addition or
deletion is deemed by such Commission, agency or official to be for the
benefit or protection of the Limited Partners; provided, however, that no
amendment shall be adopted pursuant to this Section 11.2C unless the
adoption thereof (1) is for the benefit of or not adverse to the interests
of the Limited Partners; (2) is consistent with Section 5.1; (3) does not
affect the distribution of Cash Flow or the allocation of Profits and
Losses among the Limited Partners or between the Limited Partners of the
General Partner; and (4) does not affect the limited liability of the
Limited Partners or the status of the Partnership as a partnership for
Federal income tax purposes. In addition to any amendments otherwise
authorized herein, and notwithstanding anything to the contrary in this
Section 11.2C, the General Partner, without the Consent of any of the
Limited Partners, may amend the provisions of this Agreement relating to
the allocations of Profits or Losses (including, without limitation,
non-taxable receipts or non-deductible expenditures) or credits between or
among any Partners if the Partnership is advised at any time by the
Partnership's independent certified public accountants or legal counsel
that in their opinion it is likely that such allocations would not be
respected for Federal income tax purposes; provided, however, that the
General Partner is empowered to amend this Agreement only to the extent
necessary to provide a reasonable basis on which such allocations would
likely be respected in accordance with the advice of such accountants or
legal counsel, so that any such amendment will have the least possible
effect on the provisions set forth in this Agreement. Any such amendment
made by the General Partner in good faith in reliance upon the advice of
the accountants or legal counsel described above shall be deemed to be made
in compliance with the fiduciary obligation of the General Partner to the
Partnership and the Limited Partners, and no such amendment shall give rise
to any claim or cause of action by any Limited Partner.

     D.    In addition to the amendments otherwise authorized herein,
amendments may be made to this Agreement from time to time by the General
Partner, without the consent of the Limited Partners, to substitute an
Assignee Holder or other assignee as a Limited Partner with respect to a
Limited Partnership Interest; provided that such amendment to this
Agreement shall be signed by the General Partner.

                                 A-39


<PAGE>


     E.    If this Agreement shall be amended to reflect the designation
of an additional General Partner, such amendment shall be signed by the
other General Partner and by such additional General Partner. If this
Agreement shall be amended to reflect the withdrawal of a General Partner
when the business of the Partnership is being continued, such amendment
shall be signed by the withdrawing General Partner (and such General
Partner hereby agrees to sign such amendment) and by the remaining or
successor General Partner or General Partners.

     F.    In making any amendments, there shall be prepared and filed by
the General Partner for recording such documents and certificates as shall
be required to be prepared and filed under the Revised Uniform Limited
Partnership Act of the State of Delaware and under the laws of the other
jurisdictions in which the Partnership is then formed or qualified, not
less frequently, in the case of substitution of a Limited Partner, than
once each calendar quarter.

SECTION 11.3  Security Interest and Right of Set-Off

     As security for any withholding tax or other liability or obligation
(or reduced deduction for Federal income tax purposes) to which the
Partnership may be subject as a result of any act or status of any Holder
of Interests or to which the Partnership becomes subject with respect to
any Limited Partnership Interest, the Partnership shall have (and there is
hereby granted to the Partnership) a security interest in all Cash Flow and
other distributions distributable to such Holder of Interests or with
respect to such Limited Partnership Interest to the extent of the amount of
such withholding tax or other liability or obligation or the cost to the
other Holders of Interests of any reduced deduction (as reasonably
determined by the General Partner). The Partnership shall have a right of
set-off against any such distributions in the amount of such withholding
tax or other liability or obligation or the cost of such reduced deduction.
For purposes of this Agreement, any amount of Federal, State or local taxes
required to be withheld by the Partnership with respect to any amount
distributable by the Partnership to any Partner shall be deemed to be a
distribution or payment to such Partner and shall reduce the amount
otherwise distributable to such Partner under this Agreement.

SECTION 11.4  Additional Capital Account Adjustments

     In maintaining Capital Accounts hereunder, (a) immediately prior to
any deemed distribution in connection with any termination of the
Partnership under Section 708(b)(1) of the Code or actual distribution of
Properties (other than cash), (b) immediately prior to any determination of
any capital contribution to be made by the General Partner or Arvida/JMB
Associates under Section 4.2F, or (c) upon any other Liquidation hereunder,
the Capital Accounts of the Partners first shall be adjusted to reflect the
manner in which the unrealized income, gain, loss and deduction inherent in
all Partnership Properties (that has not been reflected in the Capital
Accounts previously) would be allocated among the Partners (in accordance
with the allocations of Profits or Losses under Article Four, including
Section 4.2F) if there were a taxable disposition of such properties for
the fair market value of such properties (taking into account Section
7701(g) of the Code) on such date and if the proceeds of such disposition
were distributed or deemed distributed in accordance with Section 4.1 and
not Section 8.3C. Notwithstanding anything to the contrary in this
Agreement, after such adjustments to the Capital Accounts of the Partners,
to the extent the General Partner or Arvida/JMB Associates is required to
make any capital contribution to the Partnership by reason of any
termination of the Partnership other than under Section 708(b)(1)(A) of the
Code, the Partnership (or the Partnership as newly constituted for Federal
income tax purposes) shall make a special distribution to the General
Partner and Arvida/JMB Associates equal to any such capital contribution.

     In connection with any termination of the Partnership under Section
708(b)(1) of the Code and after such adjustments to the Capital Accounts of
the Partners as described in the first sentence of the preceding paragraph,
all Partnership property deemed distributed to the Partners by the
Partnership shall be distributed or deemed distributed to the Partners by
the Partnership in

                                 A-40


<PAGE>


accordance with Section 8.3C, and in addition to any adjustments to the
Capital Accounts of the Partners required under Article One of this
Agreement, the following rules for adjustment shall apply:

           (i)   The Capital Account of each Partner who receives or is
deemed to receive a distributive share of property (other than cash) from
the Partnership shall be reduced by the fair market value of such property
(net of such Partner's share of liabilities securing such share of property
that such Partner is considered to assume, or make subject to, under
Section 752 of the Code) at the time of the actual or deemed distribution
by the Partnership (without taking into account Section 7701(g) of the
Code); and

           (ii)  The Capital Account of each Partner who is deemed to
contribute such property back to the Partnership (as newly constituted for
Federal income tax purposes) shall be increased by the fair market value of
such share of property (net of such Partner's share of liabilities securing
such share of property that the Partnership is considered to assume, or
take subject to, under Section 752 of the Code (without taking into account
Section 7701(g) of the Code)) at the time of the deemed contribution to the
Partnership. Any Profits or Losses (which include any items thereof) that
are required to be allocated among the Partners to take into account any
disparity between the fair market value of any such property deemed
contributed by the Partners to the Partnership (as newly constituted for
Federal income tax purposes) and the adjusted basis of such property in the
hands of the Partnership shall be allocated among the Partners in
accordance with the requirements under Section 704 of the Code.

SECTION 11.5  Ownership by Limited Partner, Assignee Holder or Other
Assignee of the General Partner or Affiliated Persons

     No Limited Partner, Assignee Holder or other assignee shall at any
time, either directly or indirectly, own any stock or other interest in any
General Partner or in any Affiliated Person of any General Partner if such
ownership by itself or in conjunction with the stock or other interest
owned by other Persons would, in the opinion of counsel for the
Partnership, jeopardize the classification of the Partnership as a
partnership for Federal income tax purposes.  The General Partner shall be
entitled to make such reasonable inquiry of the Limited Partners, Assignee
Holders and other assignees as is required to establish compliance by such
Persons with the provisions of this Section 11.5.

SECTION 11.6  Commencement of Certain Time Periods

     For purposes of Sections 8.1, 10.1 and 11.2, with respect to the
specification of any particular time period indicated in any such Section,
the measurement of such time period shall begin upon the giving of notice
by the Initial Limited Partner to the Holders of Interests of the proposed
action or right to take action specified in such Section.

SECTION 11.7  Binding Provisions

     Except as otherwise expressly provided herein the covenants and
agreements contained herein shall be binding upon, and inure to the benefit
of, the heirs, executors, administrators, personal representatives,
successors and assigns of the respective parties hereto.

SECTION 11.8  Applicable Law

     This Agreement shall be construed and enforced in accordance with the
laws of the State of Delaware.

SECTION 11.9  Counterparts

     This Agreement may be executed in several counterparts, all of which
together shall constitute one agreement binding on all parties hereto,
notwithstanding that all the parties have not signed the same counterpart.

                                 A-41


<PAGE>


SECTION 11.10  Separability of Provisions

     Each provision of this Agreement shall be considered separable and if
for any reason any provision or provisions hereof are determined to be
invalid and contrary to any existing or future law, such invalidity shall
not impair the operation of or affect those portions of this Agreement
which are valid.

SECTION 11.11  Article and Section Titles

     Article and section titles are for descriptive purposes only and
shall not control or alter the meaning of this Agreement as set forth in
the text.


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


                                  GENERAL PARTNER

                                  ARVIDA/JMB MANAGERS, INC.


                                  BY:  /s/ Dennis M. Quinn
                                       ------------------------------
                                       Vice President



                                  INITIAL LIMITED PARTNER
                                  JMB INVESTOR SERVICES CORPORATION


                                  By:  executed signature
                                       ------------------------------
                                       Vice President


                                  ASSOCIATE LIMITED PARTNERS
                                  ARVIDA/JMB ASSOCIATES

                                  By:  JMB Realty Corporation,
                                       a managing general partner


                                       By:   executed signature
                                             ------------------------
                                             Vice President



                                  ARVIDA/JMB LIMITED PARTNERSHIP

                                  By:  Arvida/JMB Associates,
                                       General Partner


                                  By:  JMB Realty Corporation,
                                       a managing general partner


                                       By:   executed signature
                                             ------------------------
                                             Vice President



                                 A-42


<PAGE>


                       ARVIDA/JMB PARTNERS, L.P.

                            SIGNATURE PAGE


     The undersigned, desiring to become a Limited Partner of ARVIDA/JMB
PARTNERS, L.P., a Delaware limited partnership (the "Partnership"),
pursuant to the Partnership's Amended and Restated Agreement of Limited
Partnership, dated as of September 10, 1987, as amended or supplemented
(the "Partnership Agreement"), hereby adopts and agrees to be bound by all
of the terms and provisions of the Partnership Agreement (including,
without limitation, the appointment of the General Partner as the
undersigned's true and lawful attorney-in-fact pursuant to Section 11.1 of
the Partnership Agreement) as a Limited Partner of the Partnership.
Capitalized terms used but not defined herein have the same meanings as in
the Partnership Agreement.

     IN WITNESS WHEREOF, the undersigned hereby signs and, under oath,
swears to this Signature Page as of the 29th day of September, 2000.


THE ST. JOE COMPANY
a Florida corporation


By:  executed signature           1650 Prudential Drive, Suite 400
     --------------------         ---------------------------------------
                                  Residence Address/
                                  Principal Place of Business

Its: Senior Vice President
                                  Jacksonville, FL      32207
                                  ---------------------------------------
                                  City       State      Zip

Medallion Guarantee
First Union National Bank
[ executed signature - 2/1/01 ]   590432511
(3027) x 9003473                  ---------------------------------------
Securities Transfer Agents        Social Security or Taxpayer I.D. Number
Medallion Program


     The General Partner hereby consents to the admission of The St. Joe
Company as a Limited Partner of the Partnership and agrees that the
Partnership Agreement is amended in accordance with its terms to reflect
such admission.

ARVIDA/JMB MANAGERS, INC.

By:  executed signature           Date:
     --------------------              --------------------

Its:
     --------------------


<PAGE>


                              SCHEDULE A

                 As amended effective October 1, 2000


                                                CAPITAL
                                             CONTRIBUTION
                                             ------------

GENERAL PARTNER

Arvida/JMB Managers, Inc.                    $1,000
900 North Michigan Avenue
Suite 1900
Chicago, Illinois 60611


ASSOCIATE LIMITED PARTNERS

Arvida/JMB Associates                        $  500
900 North Michigan Avenue
Suite 1900
Chicago, Illinois 60611

Arvida/JMB Limited Partnership               $  500
900 North Michigan Avenue
Suite 1900
Chicago, Illinois 60611


                                               NUMBER OF
                                             INTERESTS HELD
                                             --------------


INITIAL LIMITED PARTNER

JMB Investor Services Corporation            297,799.5601
900 North Michigan Avenue
Suite 1900
Chicago, Illinois 60611


OTHER LIMITED PARTNERS

The St. Joe Company                          106,200.4399
1650 Prudential Drive
Suite 400
Jacksonville, Florida 32207