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


EXHIBIT 10-CC
-------------
(C-XIV)










                         AMENDED AND RESTATED
                     LIMITED PARTNERSHIP AGREEMENT
                                  OF 
                 237/1290 UPPER TIER ASSOCIATES, L.P.

                            by and between

                     237/1290 UPPER TIER GP CORP.,

                          as General Partner


                                  AND
               JMB/NYC OFFICE BUILDING ASSOCIATES, L.P.,

                          as Limited Partner





                       Dated:  October 10, 1996





                           TABLE OF CONTENTS


                                                                 Page

ARTICLE I

DEFINITIONS     . . . . . . . . . . . . . . . . . . . . . . . .     1

ARTICLE II

ORGANIZATIONAL MATTERS. . . . . . . . . . . . . . . . . . . . .     6
        2.1     Formation . . . . . . . . . . . . . . . . . . .     6
        2.2     Certificates. . . . . . . . . . . . . . . . . .     6
        2.3     Foreign Qualifications. . . . . . . . . . . . .     6
        2.4     Name. . . . . . . . . . . . . . . . . . . . . .     6
        2.5     Registered Office and Agent; Principal Office .     6
        2.6     Purpose; Powers . . . . . . . . . . . . . . . .     7
        2.7     Term. . . . . . . . . . . . . . . . . . . . . .     7
        2.8     Initial Limited Partner . . . . . . . . . . . .     7

ARTICLE III

CAPITAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . .     7
        3.1     Capital Contributions of the General Partner. .     7
        3.2     Capital Contributions . . . . . . . . . . . . .     7
        3.3     Other Matters Relating to Capital Contributions     7
        3.4     Capital Accounts. . . . . . . . . . . . . . . .     8

ARTICLE IV

DISTRIBUTIONS OF NET CASH FLOW. . . . . . . . . . . . . . . . .     8

ARTICLE V

ALLOCATIONS OF PROFITS AND LOSSES . . . . . . . . . . . . . . .     8

ARTICLE VI

RIGHTS AND OBLIGATIONS OF THE GENERAL PARTNER . . . . . . . . .     9
        6.1     Management. . . . . . . . . . . . . . . . . . .     9
        6.2     Outside Activities of the General Partner . . .    11
        6.3     Employment of Experts or Advisors . . . . . . .    11

ARTICLE VII

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS. . . . . . . . . . .    11























                                  -i-




                                                                 PAGE

        7.1     Limitation of Liability . . . . . . . . . . . .    11
        7.2     Management of Business. . . . . . . . . . . . .    11
        7.3     Outside Activities of Limited Partners. . . . .    12
        7.4     Covenant of Limited Partners. . . . . . . . . .    12
        7.5     Covenant of the JMB Limited Partner . . . . . .    12
        7.6     Exercise of Lower Tier Partnership Put Right. .    12
        7.7     Put Right . . . . . . . . . . . . . . . . . . .    13

ARTICLE VIII

AMENDMENTS OF LIMITED PARTNERSHIP AGREEMENT . . . . . . . . . .    13

ARTICLE IX

LIMITATION ON SUBSTITUTION AND
ASSIGNMENT OF A PARTNERS INTEREST . . . . . . . . . . . . . . .    13
        9.1     Transfer. . . . . . . . . . . . . . . . . . . .    13
        9.2     Limited Partners Right to Transfer. . . . . . .    14
        9.3     Transferred Partnership Interests Subject
                to This Agreement . . . . . . . . . . . . . . .    14
        9.4     Insolvency, Dissolution or Bankruptcy
                of a Limited Partner. . . . . . . . . . . . . .    14
        9.5     Transfers by the General Partner. . . . . . . .    14
        9.6     Admission of Successor General Partner. . . . .    14
        9.7     Intentionally Omitted . . . . . . . . . . . . .    15

ARTICLE X

ACCOUNTING PROCEDURE. . . . . . . . . . . . . . . . . . . . . .    15
        10.1    Books and Accounts. . . . . . . . . . . . . . .    15
        10.2    Choice of Accountants; Tax Information. . . . .    15
        10.3    Delivery of Information . . . . . . . . . . . .    15

ARTICLE XI

DISSOLUTION     . . . . . . . . . . . . . . . . . . . . . . . .    15
        11.1    Dissolution . . . . . . . . . . . . . . . . . .    15
        11.2    Liquidation . . . . . . . . . . . . . . . . . .    16
        11.3    Rights of Limited Partners. . . . . . . . . . .    17
        11.4    No Obligation to Contribute Deficit . . . . . .    17

ARTICLE XII

INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . .    17
























                                 -ii-




                                                                 PAGE

ARTICLE XIII

MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . .    18
        13.1    Notices . . . . . . . . . . . . . . . . . . . .    18
        13.2    Counterparts. . . . . . . . . . . . . . . . . .    19
        13.3    Nature of Partnership Interests . . . . . . . .    19
        13.4    Insolvency Proceedings. . . . . . . . . . . . .    19
        13.5    Titles and Captions . . . . . . . . . . . . . .    19
        13.6    Pronouns and Plurals. . . . . . . . . . . . . .    20
        13.7    Further Action. . . . . . . . . . . . . . . . .    20
        13.8    Binding Effect. . . . . . . . . . . . . . . . .    20
        13.9    Creditors . . . . . . . . . . . . . . . . . . .    20
        13.10   Waiver. . . . . . . . . . . . . . . . . . . . .    20
        13.11   Applicable Law. . . . . . . . . . . . . . . . .    20
        13.12   Invalidity of Provisions. . . . . . . . . . . .    20
        13.13   Entire Agreement. . . . . . . . . . . . . . . .    20




















































                                 -iii-




                         AMENDED AND RESTATED
                   LIMITED PARTNERSHIP AGREEMENT OF
                 237/1290 UPPER TIER ASSOCIATES, L.P.

                   (A Delaware Limited Partnership)



        THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
237/1290 UPPER TIER ASSOCIATES, L.P. (the "Partnership"), dated as of
October 10, 1996 (this "Agreement") is entered into by and between 237/1290
Upper Tier GP Corp., a Delaware corporation (the "General Partner"), and
JMB/NYC Office Building Associates, L.P., an Illinois limited partnership
(the "JMB Limited Partner" and/or the "Limited Partner").

        WHEREAS, in accordance with the terms and conditions of the Joint
Plan of Reorganization of 237 Park Avenue Associates, L.L.C. and 1290
Associates L.L.C. (respectively the "237 LLC" and the "1290 LLC" and
collectively the "LLCs"), each a Delaware limited liability company, filed
under title 11 of the United States Code, 11 U.S.C. Sections 101 et seq.
(the "Plan"), (i) O&Y NY Building Corp. (the "Prior General Partner"), the
JMB Limited Partner and the O&Y Equity Company, L.P. ("Equityco") entered
into a Limited Partnership Agreement dated October 10, 1996 (the "Original
LP Agreement") pursuant to which they formed the Partnership in accordance
with the Revised Uniform Limited Partnership Act of the State of Delaware,
(ii) the LLCs merged into the Partnership pursuant to an Agreement and Plan
of Merger dated the date hereof (the "Merger Agreement"), with the
Partnership as the surviving entity (the "Merger"), and (iii) pursuant to a
Redemption and Substitution Agreement dated the date hereof, the Prior
General Partner and Equityco withdrew from the Partnership and the General
Partner was admitted in its place;

        WHEREAS, the parties hereto desire to amend and restate the
Original LP Agreement in its entirety as of the date of this Agreement.

        NOW, THEREFORE, in consideration of the mutual covenants and on
the terms and conditions contained herein, and for other good, valid and
binding consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

                               ARTICLE I

                              DEFINITIONS

        Certain terms used in this Agreement shall have the meanings
designated below.




























        (a)     "ACT" means the Delaware Revised Uniform Limited
Partnership Act, as in effect on the date hereof as it may be amended from
time to time hereafter, or any successor law.

        (b)     "CAPITAL CONTRIBUTION" means, with respect to any Partner,
any cash, cash equivalents or the gross asset value of the Property, as
determined by the General Partner in its sole and absolute discretion
(except as otherwise provided in this Agreement), which such Partner
contributes or is deemed to contribute to the Partnership pursuant to
Article III hereof.

        (c)     "ADVERSE TRANSACTION" means (i) any sale, disposition,
transfer or exchange of any Partnership Property, the interests of the
Lower Tier Partnership in the Property Owning Partnership or the properties
owned by the Property Owning Partnerships (ii) any release, discharge or
reduction of non-recourse indebtedness of the Property Owning Partnerships
(other than through payment of scheduled amortization, actions taken by a
secured lender such as application of insurance proceeds or condemnation
awards or the exercise of remedies, or in the case where the released
indebtedness is concurrently being replaced with other non-recourse
indebtedness complying with clause (B) below), (iii) any distribution of
Partnership assets (other than distributions of cash and other
distributions by the Partnership, the Lower Tier Partnership and the
Property Owning Partnerships, in  each case, in the ordinary course of
business), or (iv) any other transaction or agreement to which any of the
Partnership, the Lower Tier Partnership or the Property Owning Partnerships
is a party, if as a result of any such transaction or agreement described
in (i), (ii), (iii), or (iv) above, the JMB Limited Partner would be
required to recognize a material amount of taxable income or gain prior to
the Approval Right Termination Date.  Adverse Transactions shall
specifically exclude (A) Partnership income derived in the ordinary course
of the Partnership's, the Lower Tier Partnership's and the Property Owning
Partnerships' business, (B) non-recourse refinancing of the properties
owned by the Property Owning Partnerships on commercially reasonable terms
in an aggregate amount equal to not less than the lesser of $325,000,000 or
the amortized balance of the then existing non-recourse financing
encumbering the properties owned by the Property Owning Partnerships
(utilizing an amortization schedule no shorter than twenty (20) years), (C)
payment of amortization on non-recourse financing encumbering the
properties owned by the Property Owning Partnerships, provided that the
outstanding balance of such financing is not reduced below $325,000,000, in
the aggregate, as such amount would be reduced between the date hereof and
the Approval Right Termination Date assuming such amount is amortized based
on a twenty (20) year amortization schedule and except as otherwise
provided in the parenthetical of clause (ii) above (i.e., actions taken by
a secured lender such as application of insurance proceeds or condemnation
awards or the exercise of remedies, or in the case where the released
indebtedness is concurrently being replaced with other non-recourse
indebtedness complying with clause (B) above), and (D) the consummation of
the transactions described in the Plan (i.e., the property transfers and
the issuance of the securities provided therein), (E) a transfer of the
properties owned by the Property Owning Partnerships pursuant to an
involuntary foreclosure or similar action arising from a default by the
Property Owning Partnerships with respect to their obligations under their
indebtedness, and (F) a transfer of the properties owned by the Property
Owning Partnerships with respect to their obligations














                                  -2-




under their indebtedness provided that, in the case of a consensual
foreclosure or deed in lieu of foreclosure by reason of a default under the
New Notes (as defined in the Plan), the default is a bona fide default and
the foreclosure or deed in lieu of foreclosure is not a collusive
transaction between the holders of the New Notes and the general partner of
the Property Owning Partnerships attributable to any commonality of
ownership between the beneficial ownership of the New Notes and the general
partner of the Property Owning Partnerships.  As used in clause (F) above,
the term New Notes shall include refinancings in which there is a
commonality of ownership between the holder of such financing and the
general partner of the Property Owning Partnerships similar to that
anticipated with respect to the New Notes.

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

        (e)     "CERTIFICATE" means the Certificate of Limited Partnership
of the Partnership filed in the Office of the Secretary of State of
Delaware, as such certificate may be amended and/or restated from time to
time.

        (f)     "CODE" means the Internal Revenue Code of 1986, as amended
from time to time (or any corresponding provisions of succeeding law).

        (g)     "DEFAULT DATE" shall have the meaning set forth in the
Lower Tier Partnership Agreement.

        (h)     "DISTRIBUTION" means any distribution pursuant to Articles
IV or XI hereof.

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

        (j)     "FISCAL YEAR" means (i) the period commencing on the
Effective Date or any subsequent January 1 and ending on the earlier to
occur of (A) the next December 31 or (B) the date on which all assets of
the Partnership are distributed pursuant to Article IX hereof and the
Certificate has been cancelled pursuant to the act.

        (k)     "GENERAL PARTNER" means 237/1290 Upper Tier GP Corp., a
Delaware corporation, in its capacity as General Partner hereunder and all
other Persons hereafter being or acting as a general partner of the
Partnership, individually and collectively.
















                                  -3-




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

        (m)     "JMB INDEMNITORS" shall mean JMB/Manhattan Associates,
Ltd., Carlyle Real Estate Limited Partnership - XIII, and Carlyle Real
Estate Limited Partnership - XIV.

        (n)     "JMB LIMITED PARTNER" shall have the meaning set forth in
the Preamble to this Agreement.

        (o)     "JMB PURCHASE RIGHT" shall have the meaning set forth in
Section 9.7 of this Agreement.

        (p)     "JMB PUT RIGHT" shall have the meaning set forth in
Section 7.7 of this Agreement.

        (q)     "LIMITED PARTNERS" shall have the meaning set forth in the
Preamble to this Agreement and any additional Limited Partners admitted to
the Partnership in accordance with the terms hereof.

        (r)     "LLC(s)" shall have the meanings set forth in the Recitals
to this Agreement.

        (s)     "LOWER TIER GENERAL PARTNER" means Metropolis Realty
Trust, Inc., a Maryland corporation.

        (t)     "LOWER TIER PARTNERSHIP" means 237/1290 Lower Tier
Associates, L.P.

        (u)     "LOWER TIER PARTNERSHIP AGREEMENT" means the Agreement of
Limited Partnership of the Lower Tier Partnership, dated as of October __,
1996.

        (v)     "LOWER TIER PARTNERSHIP INTEREST" means the Partnership's
ownership interest, as a limited partner, in the Lower Tier Partnership
pursuant to the Lower Tier Partnership Agreement.

        (w)     "MERGER" means the merger of the LLCs with and into the
Partnership pursuant to the Merger Agreement.




















                                  -4-




        (x)     "MERGER AGREEMENT" means the Agreement and Plan of Merger,
dated as of October ____, 1996 between the Partnership and the LLCs.

        (y)     "NET CASH FLOW" means the excess of all cash receipts of
any kind received by the Partnership over the sum of the amounts of (i)
Operating Expenses, and (ii) any reserves established by the General
Partner.

        (z)     "OPERATING EXPENSES" means all cash expenses, costs, debts
and disbursements of every kind and nature which the Partnership shall pay
or become obligated to pay in connection with the business of the
Partnership or the performance of the General Partner's duties and
obligations under this Agreement, including, without limitation, debt
service, audit and legal expenses and management fees.

        (aa)    "PARTNERS" means the General Partner and the Limited
Partners, where no distinction is required by the context in which the
terms is used herein.  "Partner" means any one of the partners.

        (ab)    "PARTNERSHIP" means 237/1290 Upper Tier Associates, L.P.

        (ac)    "PARTNERSHIP INTEREST(S)" means that ownership interest of
a Partner, expressed as a percentage, in the Partnership's profits and
losses, other items of income, gain, losses, deductions, expenses and
credits, and distributions of net cash receipts at any particular time,
including the right of such Partner to any and all benefits to which a
Partner may be entitled as provided in this Agreement and under the Act,
together with the obligation of such Partner to comply with all the terms
and provisions of this Agreement and the Act.  The Partnership Interest of
each Partner is set forth on Exhibit A.

        (ad)    "PARTNERSHIP PROPERTY" means the Lower Tier Partnership
Interest and any other property the Partnership may acquire after the date
hereof.

        (ae)    "PERSON" means any individual, corporation, company,
partnership, joint venture, trust, association, unincorporated
organization, other entity or group, or any domestic or foreign national,
state or municipal or other local government or multi-national body any
subdivision, agency, commission or authority thereof.

        (af)    "PLAN" shall have the meaning set forth in the Recitals to
this Agreement.

        (ag)    "PROPERTY OWNING PARTNERSHIP INTERESTS" shall mean the
Lower Tier Partnership's ownership interests, as a limited partner, in the
Property Owning Partnerships pursuant to the Property Owning Partnership
Agreements.

        (ah)    "PROPERTY OWNING PARTNERSHIP AGREEMENTS" means the
Agreements of Limited Partnership of the Property Owning Partnerships, each
dated as of October ___, 1996.


















                                  -5-




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

        (aj)    "PURCHASE RIGHT NOTICE" shall have the meaning set forth
in Section 9.7 of this Agreement.

        (ak)    "PUT PRICE" shall have the meaning set forth in Section
7.7 of this Agreement.

        (al)    "PUT RIGHT NOTICE" shall have the meaning set forth in
Section 7 of this Agreement.


                              ARTICLE II

                        ORGANIZATIONAL MATTERS

        2.1     FORMATION.  The General Partner and the Limited Partners
hereby agree to continue the Partnership as a limited partnership pursuant
and subject to the Act.  Except as expressly provided in this Agreement,
the rights and obligations of the Partners and the administration and
termination of the Partnership shall be governed by the act.

        2.2     CERTIFICATES.  The General Partner shall file, record and
publish such certificates and other documents as may be necessary and
appropriate to comply with the requirements for the organization and
operation of a limited partnership under the Act.

        2.3     FOREIGN QUALIFICATIONS.  In the event that the business of
the Partnership is carried on or conducted in any state other than the
State of Delaware, then the parties agree that this Partnership shall be
qualified to conduct business in accordance with the laws of each such
other state in which business is conducted by the Partnership.  The parties
agree to execute such other and further documents as may be necessary or
appropriate to permit the General Partner to qualify this Partnership, or
otherwise to comply with requirements for a limited partnership to conduct
business, in each such state.  The General Partner shall execute and file
in the proper offices such certificates as may be required by the Assumed
Name Act or similar law in effect in the counties and other governmental
jurisdictions in which the Partnership may elect to conduct business.

        2.4     NAME.  The name of the Partnership is "237/1290 Upper Tier
Associates, L.P."  The business of the Partnership shall be conducted under
the name listed above or under such other names as the General Partner
deems appropriate.  The General Partner, in its sole discretion may, upon
five days' prior written notice to the Limited Partners, change the name of
the Partnership.

        2.5     REGISTERED OFFICE AND AGENT; PRINCIPAL OFFICE.  The
address of the registered office of the Partnership in the State of
Delaware and the name and address at the registered agent for service of
process on the Partnership in the State of Delaware is The Corporation
Trust Company, 1029 Orange Street, Wilmington (New Castle County),

















                                  -6-




Delaware 19801.  The principal office of the Partnership shall be c/o
Victor Capital Group, L.P., 885 Third Avenue - 12th Floor, New York, New
York 10022, Attn:  John Klopp or such other place as the General Partner
may from time to time designate by notice to the Limited Partners.  The
Partnership may maintain offices at such other place or places within or
outside the State of Delaware as the General Partner deems advisable.

        2.6     PURPOSE; POWERS.  The purpose and nature of the business
to be conducted by the Partnership is to hold the Partnership Property and
serve as a limited partner of the Lower Tier Partnership.  The Partnership
is empowered to do any and all acts and things necessary, appropriate,
proper, advisable, incidental to or convenient for the furtherance and
accomplishment of the purposes and business described herein.

        2.7     TERM.  The term of the Partnership shall commence on the
date hereof and shall continue until December 31, 2099, unless the
Partnership is dissolved sooner pursuant to any provision of this
Agreement.

        2.8     INITIAL LIMITED PARTNER.  Immediately following the
execution of this Agreement, 237/1290 Upper Tier GP Corp., the initial
limited partner, shall withdraw as a limited partner and its Capital
Contribution of $100.00 shall be returned by the Partnership.


                              ARTICLE III

                         CAPITAL CONTRIBUTIONS

        3.1     CAPITAL CONTRIBUTIONS OF THE GENERAL PARTNER.  The General
Partner has made a Capital Contribution of $1 in cash to the Partnership.

        3.2     CAPITAL CONTRIBUTIONS.  As provided in the Merger
Agreement, upon the consummation of the Merger, the Partnership succeeded
to all of the LLCs' assets and liabilities (the "LLC Net Assets").  The
Partnership hereby agrees that (i) the LLC Net Assets shall be deemed to be
the Capital Contributions of the JMB Limited Partner, and (ii) the LLC Net
Assets shall have a gross fair market value of $100,000.

        3.3     OTHER MATTERS RELATING TO CAPITAL CONTRIBUTIONS.

                A.  Except as otherwise provided by the terms of this
Agreement, no Partner shall be entitled to withdraw, or to return of, any
part of its Capital Contribution, or to receive property or assets other
than cash in return thereof, and the General Partner shall not be liable to
the Limited Partners for a return of their Capital Contributions.

                B.  No Partner shall be entitled to priority over any
other Partner, either with respect to a return of his Capital Contribution,
or to allocations of taxable income, gains, losses or credits, or to
distributions, except as provided in this Agreement.

                C.  No Interest shall be paid on Capital Contributions.















                                  -7-




                D.  No Partner shall be obligated to make any further
Capital Contribution to the Partnership.

        3.4     CAPITAL ACCOUNTS.  A separate capital account shall be
established for each Partner on the books of the Partnership on the dates
on which such Partner makes its Capital Contributions, as provided herein. 
Each such capital account will thereafter be maintained on the books of the
Partnership.  Each Partner's capital account will be increased by that
Partner's Capital Contributions, advances and allocation of income and gain
and decreased by that Partner's distributions and allocation of losses.


                              ARTICLE IV

                    DISTRIBUTIONS OF NET CASH FLOW

        Subject to Article XI, the Partnership shall distribute to the
Partners any Net Cash Flow at such times as the General Partner shall
reasonably determine to be appropriate.  Distributions of Net Cash Flow
shall be made to the Partners in accordance with their respective
Partnership Interests.  Notwithstanding the foregoing, the Partners
acknowledge that the interest of the JMB Limited Partner is subject to a
Second Amended, Restated and Consolidated Security Agreement dated as of
the date hereof being executed and delivered pursuant to the Plan and the
JMB Limited Partner agrees that the General Partner shall be authorized to
pay any distributions otherwise payable to the JMB Limited Partner
hereunder to or at the direction of the holder of the Second Amended,
Restated and Consolidated Promissory Note secured thereby.


                               ARTICLE V

                   ALLOCATIONS OF PROFITS AND LOSSES

        5.1     Except as provided in Section 5.2, all items of income,
gain, loss or deduction for any Fiscal Year shall be allocated to the
Partners in accordance with their respective Partnership Interests.

        5.2     All items of income, gain, loss or deduction attributable
to the assumption or reduction of debt occurring on or about the date
hereof and provided for in the Plan shall be allocated to the Prior General
Partner and Equityco.  At the election of the JMB Limited Partner, the
Partnership shall use the "remedial method" described in Treasury
Regulation Section 1.704-3(b) and allocations of nonrecourse debt shall be
made in accordance therewith.  The intended effect of this Agreement shall
be that the JMB Limited Partner shall receive an allocation of Partnership
nonrecourse debt that on the date hereof is not less than $380,000,000.























                                  -8-




                              ARTICLE VI

             RIGHTS AND OBLIGATIONS OF THE GENERAL PARTNER

        6.1     MANAGEMENT.

        A.      Except as otherwise expressly provided in this Agreement,
all management powers over the business and affairs of the Partnership are
and shall be exclusively vested in the General Partner, and, except as
provided in Section 6.1D hereof, no Limited Partner shall have any right to
participate in or exercise control or management power over the business
and affairs of the Partnership.  The General Partner may not be removed by
the Limited Partners with or without cause.  In addition to the powers now
or hereafter granted a general partner of a limited partnership under
applicable law or which are granted to the General Partner under any other
provision of this Agreement, the General Partner shall have, subject to
Section 6.1D hereof, full power and authority to do all things deemed
necessary or desirable by it to conduct the business of the Partnership, to
exercise all powers and to effectuate the purposes set forth in Section 2.6
hereof, including, without limitation, the power and authority to:

                1.      to acquire, sell, transfer, exchange, manage or
otherwise dispose of all or a portion of the Partnership Property  upon
such terms and for such consideration as the General Partner may, in its
sole and absolute discretion determine;

                2.      to take or enter into, perform and carry out
contracts and agreements of every kind necessary or incidental to the
purposes of the Partnership;

                3.      to take or omit such other or further action in
connection with the Partnership's business as may, int he opinion of the
General Partner, be necessary or desirable to further the purposes of the
Partnership, including, without limitation, actions pursuant to the Lower
Tier Partnership Agreement;

                4.      to invest such funds as are temporarily not
required for Partnership purposes; and

                5.      to carry on any other activities the General
Partner may reasonably deem necessary, in connection with or incident to
any of the foregoing.

        B.      In connection with such management and subject to any
limitations set forth elsewhere in this Agreement, the General Partner:

                1.      Shall maintain or cause to be maintained, at the
expense of the Partnership, complete and accurate records of all
correspondence, documents or instruments of any nature relating to the
Partnership business.  Such records, together with such supporting evidence
thereof as is in the control and possession of the Partnership or of the
General Partner, shall be kept in the principal office of the General
Partner or of the Partnership for such periods as the General Partner deems
appropriate.  The
















                                  -9-




        Partners and/or their authorized representatives, shall have the
right to inspect and/or copy any or all of the above-described records
during normal business hours.

                2.      Shall execute any and all documents or
instruments of any kind which the General Partner may reasonably deem
appropriate in carrying out the purposes of the Partnership.

                3.      Shall maintain, or cause to have maintained, at
the expense of the Partnership, adequate records and accounts of all
transactions, operations and expenditures and shall furnish or cause to be
furnished the Partners with annual statements of account as of the end of
each calendar year.

        C.      The Limited Partner agrees that the General Partner is
authorized to execute, deliver and perform the above-mentioned agreements
and transactions on behalf of the Partnership without any further act,
approval or vote of the Limited Partner (except as provided in section 6.1D
hereof).  Notwithstanding any other provision of this Agreement, to the
fullest extent permitted under the act or other applicable law, rule or
regulation, the execution, delivery or performance by the General Partner
or the Partnership of any agreements authorized or permitted under this
Agreement shall not constitute a breach by the General Partner of any duty
that the General Partner may owe the Partnership or the Limited Partner or
any other Persons under this Agreement or of any duty stated or implied by
law or equity.

        D.      Notwithstanding anything to the contrary set forth in this
Agreement, until the Approval Right Termination Date, the General Partner
shall not, without the prior written consent of the JMB Limited Partner
(which may be given or withheld in its sole and absolute discretion), have
the power to take, on behalf of the Partnership as a limited partner of the
Lower Tier Partnership, the following actions:

                1.      Consent to any adverse Transaction (as such term
is defined in the Lower Tier Partnership Agreement) pursuant to Section
8.1E of the Lower Tier Partnership Agreement;

                2.      Exercise the Partnership's Put Right (as such
term is defined in the Lower Tier Partnership Agreement) to require the
Lower Tier General Partner to purchase the Lower Tier Partnership Interest
pursuant to Section 12.2C of the Lower Tier Partnership Agreement;

                3.      Effect the sale, disposition, exchange or
transfer of the Lower Tier Partnership Interest if such transaction would
constitute an Adverse Transaction;

                4.      Consent to the amendment of the Lower Tier
        Partnership Agreement pursuant to Sections 15.1B and 15.1C of such
Partnership Agreement or to the amendment of the Property Owning
Partnership Agreements in a manner which would be prohibited under Sections
15.1B and 15.1C of the Lower Tier Partnership Agreement were it an
amendment to such Partnership Agreement;
















                                 -10-




                5.      Consent to the dissolution of the Lower Tier
Partnership pursuant to Section 14.1C of the lower Tier Partnership
Agreement or to the dissolution of the Property Owning Partnerships
pursuant to Section 8.1.E.3 of the Lower Tier Partnership Agreement; and

                6.      Cause or permit (to the extent within the General
Partner's reasonable control) any Adverse Transaction, provided however
that the General Partner shall be under no obligation to commence
litigation or to incur any expense (unless the JMB Limited Partner shall
fund such expense) in order to avoid or prevent an Adverse Transaction from
occurring.

        6.1     OUTSIDE ACTIVITIES OF THE GENERAL PARTNER.  The General
Partner shall devote such time and effort to the business of the
Partnership as the General Partner shall reasonably deem necessary to
promote adequately the interests of the Partnership and the interests of
the Partners; however, it is specifically understood and agreed that the
General Partner shall not be required to devote full time to the business
of the Partnership and that the Partners and their respective stockholders,
partners, directors, officers and affiliates may at any time and from time
to time engage in and possess interests in other business ventures of any
and every type and description including business interests and activities
that are in direct competition with the Partnership or that are enhanced by
the activities of the Partnership, and neither the Partnership nor any
Partner shall by virtue of this Agreement or otherwise have any right,
title or interest in or to such independent ventures.

        6.3     EMPLOYMENT OF EXPERTS OR ADVISORS.  The General Partner
may employ or retain such counsel, accountants, appraisers or other experts
or advisors as the General Partner may reasonably deem appropriate for the
purpose of discharging its duties hereunder, and shall be entitled to pay
the fees of any such persons from the funds of the Partnership.  The
General Partner may act, and shall be protected in acting in good faith, on
the opinion or advice of, or information obtained from, any such counsel,
accountant, appraiser or other expert or advisor, whether retained or
employed by the Partnership, the General Partner, or otherwise, in relation
to any matter connected with the administration or operation of the
business and affairs of the Partnership.


                              ARTICLE VII

              RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

        7.1     LIMITATION OF LIABILITY.  The Limited Partners shall have
no liability under this Agreement except as expressly provided in this
Agreement, or under the Act.

        7.2     MANAGEMENT OF BUSINESS.  No Limited Partner shall take
part in the operation, management or control (within the meaning of the
Act) of the Partnership's business, transact any business in the
Partnership's name or have the power to sign documents for or otherwise
bind the Partnership.  The transaction of any such business by the General
Partner, any of its affiliates or any officer, director, employee, partner,
agent or














                                 -11-




trustee of the General Partner, the Partnership or any of their affiliates,
in their capacity as such, shall not affect, impair or eliminate the
limitations on the liability of the Limited Partners under this Agreement.

        7.3     OUTSIDE ACTIVITIES OF LIMITED PARTNERS.  Any Limited
Partner and any officer, director, partner, employee, agent, trustee,
affiliate or shareholder of any Limited Partner shall be entitled to and
may have business interests and engage in business activities in addition
to those relating to the Partnership, including business interests and
activities that are in direct competition with the Partnership or that are
enhanced by the activities of the Partnership.  Neither the Partnership nor
any Partners shall have any rights by virtue of this Agreement in any
business ventures of any Limited Partner.  None of the Limited Partners nor
any other Person shall have any rights by virtue of this Agreement or the
Partnership relationship established hereby in any business ventures of any
other Person and such Person shall have no obligation pursuant to this
Agreement to offer any interest in any such business ventures to the
Partnership, any Limited Partner or any such other Person, even if such
opportunity is of a character which, if presented to the Partnership, any
Limited Partner or such other Person, could be taken by such Person.

        7.4     COVENANT OF LIMITED PARTNERS.  Each Limited Partner hereby
warrants and covenants to the Partnership that neither it nor any of its
partners or their respective officers, directors, partners, stockholders,
agents and affiliates shall intentionally interfere with (x) the exercise
by the Lower Tier General Partner of the Purchase Right (as such term is
defined in the Lower Tier partnership agreement) pursuant to section 12.2A
of the Lower Tier Partnership Agreement, or (y) any disposition, mortgage,
pledge, encumbrance, hypothecation or exchange of the Lower Tier
Partnership Interest by the Partnership, the Property Owning Partnership
Interests by the Lower Tier partnership or the Property (as defined in the
Property Owning Partnership Agreements) by either Property Owning
Partnership or the merger or other combination of the Lower Tier
Partnership or the Property Owning Partnership with or into another entity
in accordance with the terms of this Agreement, the Lower Tier Partnership
Agreement or the Property Owning Partnership Agreement provided same is not
an Adverse Transaction.

        7.5     COVENANT OF THE JMB LIMITED PARTNER.  The JMB Limited
Partner hereby warrants and covenants to the Partnership that it shall
arrange for the delivery to the Lower Tier General Partner in accordance
with the requirements of Section 12.2 of the Lower Tier Partnership
Agreement of the security having a value of $10,000,000 as of January 2,
2001 and the Indemnity Agreement from the JMB Indemnitors, each as more
particularly described in Section 12.2 of the Lower Tier Partnership
Agreement and relating to the covenants of the JMB Limited Partner set
forth in Section 7.4 above.

        7.6     EXERCISE OF LOWER TIER PARTNERSHIP PUT RIGHT.  The General
Partner shall, upon the written request of the JMB Limited Partner, cause
the Partnership to exercise its Put Right (as such term is defined in the
Lower Tier Partnership Agreement) to require the Lower Tier General Partner
to purchase the Lower Tier Partnership Interest pursuant to Section 12.2C
of the Lower Tier Partnership Agreement.
















                                 -12-




        7.7     PUT RIGHT.

        A.      The JMB Limited partner shall have the continuing right
("JMB Put Right") exercisable at any time from the date hereof to require
the General Partner or its designee to purchase the JMB Limited Partner's
Partnership Interest, free and clear of all liens, restrictions, and
encumbrances, for a cash amount (the "Put Price") calculated in the same
manner as the price of the Put Right.  The Put Right shall be exercised by
the Limited Partner upon 15 days' prior written notice (the "Put Right
Notice") to the General Partner and shall be consummated, without any
further action on the part of the JMB Limited Partner, within 15 days
following the delivery of the Put Right Notice.  Notwithstanding the
foregoing, the JMB Limited Partner shall execute such documents as the
General Partner shall reasonably request in connection with such
transaction.

        B.      The General Partner shall, in its sole discretion,
designate the Person(s) who shall receive the Partnership Interests to be
purchased by the General Partner pursuant to this Section.

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


                             ARTICLE VIII

              AMENDMENTS OF LIMITED PARTNERSHIP AGREEMENT

        This Agreement may be amended only by instrument in writing signed
by the General Partner and the Limited Partners.


                              ARTICLE IX

                    LIMITATION ON SUBSTITUTION AND
                   ASSIGNMENT OF A PARTNERS INTEREST


        9.1     TRANSFER.

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



















                                 -13-




        B.      No Partnership Interest shall be Transferred, in whole or
in part, except in accordance with the terms and conditions set forth in
this Article IX.  Any Transfer or purported Transfer of a Partnership
Interest not made in accordance with this Article IX shall be null and
void.

        9.2     LIMITED PARTNERS RIGHT TO TRANSFER.  Subject to the
provisions of Sections 7.6, 7.7 and 9.7 hereof and this Section 9.2, no
Limited Partner shall sell, assign, transfer or convey all or any portion
of its Partnership Interest to any person or entity without the prior
written consent of the General Partner.  No Limited Partner shall pledge,
encumber or place in lien on its Partnership Interest without the prior
written consent of the General Partner.  No successor to any of the Limited
Partners' Partnership Interests shall become a substituted limited partner,
as that term is used in the Act, without the prior written consent of the
General Partner.  Any consent from the General Partner required under this
Section 9.2 may be granted or withheld by the General Partner in its sole
discretion.

        9.3     TRANSFERRED PARTNERSHIP INTERESTS SUBJECT TO THIS
AGREEMENT.  Sales, assignments, transfers, conveyances and pledges of
Partnership Interests pursuant to this Article IX shall be subject to, and
the transferee or pledgee shall acquire the transferred Partnership
Interests subject to, all of the terms and provisions of this Agreement.

        9.4     INSOLVENCY, DISSOLUTION OR BANKRUPTCY OF A LIMITED
PARTNER.  The insolvency, dissolution or bankruptcy of a Limited Partner
shall not terminate the Partnership.  In such event, the trustee,
representative, or other successor in interest of such Limited Partner
shall have only the rights of an assignee of a Limited Partner which does
not become a substituted limited partner under the Act.

        9.5     TRANSFERS BY THE GENERAL PARTNER.

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

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

        9.6     ADMISSION OF SUCCESSOR GENERAL PARTNER.  A successor to
all of the General Partner Interest pursuant to this Section IX who is
proposed to be admitted as a successor General Partner shall be admitted to
the Partnership as the General Partner, effective immediately prior to such
Transfer.  Any such transferee shall carry on the business















                                 -14-




of the Partnership without dissolution.  In each case, the admission shall
be subject to the successor General Partner executing and delivering to the
Partnership an acceptance of all of the terms and conditions of this
Agreement and such other documents or instruments as may be required to
effect the admission.

        9.7     Intentionally Omitted.



                               ARTICLE X

                         ACCOUNTING PROCEDURE


        10.1    BOOKS AND ACCOUNTS.  The General Partner shall keep or
cause to be kept full, accurate, complete and proper books and accounts of
all operations of the Partnership.  Such books shall be kept in accordance
with sound accounting practices consistently applied.

        10.2    CHOICE OF ACCOUNTANTS; TAX INFORMATION.  Notwithstanding
anything to the contrary in this Agreement or any status of the General
Partner as general partner or tax matters partner under Section 6231(a)(7)
of the Code, the JMB Limited Partner shall have full and exclusive
authority over all Partnership tax matters, including, without limitation,
with respect to those matters under Section 11.2 of the Lower Tier
Partnership Agreement and Section 10.8 of the Property Owning Partnership
Agreement, in each case, reserved to the respective Limited Partner of such
partnerships (as such term is respectively defined) under such Section 11.2
of the Lower Tier Partnership Agreement or Section 10.8 of the Property
Owning Partnership Agreement, as appropriate.  The Partnership's tax
returns shall be prepared by a big six accounting firm selected by the JMB
Limited Partner.  The General Partner shall sign and file tax returns
prepared by the Partnership's accountant in consultation with the JMB
Limited Partner.  The General Partner shall annually deliver or cause to be
delivered to the Limited Partners all information forms reasonably
necessary for federal tax purposes.

        10.3    DELIVERY OF INFORMATION.  The General Partner shall
promptly deliver to the JMB Limited Partner copies of all reports and
information received from the Lower Tier Partnership.



                              ARTICLE XI

                              DISSOLUTION


        11.1    DISSOLUTION.  The Partnership shall not be dissolved by
the admission of substituted Limited Partners or additional Limited
Partners or by the admission of a successor General Partner in accordance
with the terms of this Agreement.  In the event of the withdrawal of the
General Partner, any successor General Partner shall continue the business
of the Partnership.  The Partnership shall dissolve, and its affairs shall
be wound up, only upon the first to occur of any of the following:














                                 -15-




        A.      the expiration of its term as provided in Section 2.7
hereof;

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

        C.      (i) prior to the Approval Right Termination Date, an
election to dissolve the Partnership made by the General Partner, with the
consent of the JMB Limited Partner (which may be given or withheld in its
sole and absolute discretion), and (ii) after the Approval Right
Termination Date, an election to dissolve the Partnership made by the
General Partner, without the consent of the Limited Partners;

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

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

        11.2    LIQUIDATION.  In the event of dissolution of the
Partnership pursuant to Section 11.1 where the business of the Partnership
is not reconstituted, liquidation shall occur.  The General Partner shall
supervise the liquidation of the Partnership unless a wrongful act of the
General Partner dissolved the Partnership or the Limited Partners elect
another Partner to do so.  In the event of any liquidation of the
Partnership under this Agreement or the Act, except as otherwise provided
herein, the proceeds of liquidating the Partnership shall be applied and
distributed in the following order of priority (each item to be satisfied
in full in the order listed below before any of such proceeds are allocated
to the subsequent item):

                (a)  First, to creditors, including Partners who are
creditors (to the extent not otherwise prohibited by law), in satisfaction
of liabilities of the Partnership (whether by payment or the making of
reasonable provision for payment therefor), other than liabilities for
which reasonable provision for payment has been made and liabilities for
interim distributions to Partners and distributions to Partners or
withdrawal; then

                (b) Second, to the setting up of any reserves which the
supervising Partner (or, if applicable, the liquidating trustee) determines
to be reasonably necessary for any contingent liabilities of the
Partnership or of any Partner arising out of, or in connection with, a
Partnership liability; then

                (c) Finally, the balance, if any, to the Partners in
accordance with Article IV hereof.

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

















                                 -16-




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

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



                              ARTICLE XII

                            INDEMNIFICATION


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

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

        13.3 The indemnification provided by this Article XII shall be in
addition to any other rights to which an Indemnitee or any other Person may
be entitled under any












                                 -17-




agreement, pursuant to any vote of the Partners, as a matter of law or
otherwise, and shall continue as to an Indemnitee who has ceased to serve
in such capacity unless otherwise provided in a written agreement pursuant
to which such Indemnities are indemnified.

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

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

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

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



                             ARTICLE XIII

                       MISCELLANEOUS PROVISIONS


        13.1    NOTICES.  Notices hereunder shall be in writing and shall
be deemed to be delivered upon actual receipt or 72 hours following deposit
in a regularly maintained receptacle for the United States mail, registered
or certified mail, return receipt requested, with postage prepaid, and
addressed to the address of the addressee shown below, or to such other
address of which any party shall notify the other parties hereto, in
accordance with the terms hereof.

        If to the General Partner:

                237/1290 Upper Tier GP Corp.
                c/o Victor Capital Group, L.P.
                885 Third Avenue - 12th Floor
                New York, New York  10022
















                                 -18-




                Attn:  John Klopp

        with a copy to:

                Battle Fowler LLP
                75 East 55th Street
                New York, New York  10022
                Attn:  Kenneth Friedman

        If to the JMB Limited Partner:

                900 North Michigan Avenue
                19th Floor
                Chicago, Illinois  60611
                Attention:  Stuart C. Nathan
                            Gary Nickele


        13.2    COUNTERPARTS.  This Agreement may be executed in multiple
counterparts, each to constitute an original, but all in the aggregate to
constitute one agreement as executed.  This Agreement shall be binding upon
and inure to the benefit of the parties hereto, their heirs, legal
representatives, successors and permitted assigns.

        13.3    NATURE OF PARTNERSHIP INTEREST.  The interest of each
Partner in this Partnership is personal property.

        13.4    INSOLVENCY PROCEEDINGS.  No bankruptcy or insolvency
filing or proceeding in respect of the Partnership shall be made or
commenced without the consent of the General Partner, and the Partnership
shall not acquiesce, petition or otherwise invoke or cause any other person
and/or entity to invoke the process of the United States of America, any
state or other political subdivision thereof or any other jurisdiction, any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government for the purpose of
commencing or sustaining a case against the Partnership under a federal or
state bankruptcy; insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Partnership or all or any part of its property or assets or
ordering the winding-up or liquidation of the affairs of the Partnership,
if such action has not been consented to by the General Partner.

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






















                                 -19-




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

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

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

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

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

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

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

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
































                                 -20-




        IN WITNESS WHEREOF, this Agreement is executed by the General
Partner and the Initial Limited Partner as of the date first above written

                            237/1290 UPPER TIER GP CORP.


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



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

                            By:   Carlyle Managers, Inc., 
                                  its General Partner


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





                  [The remaining portion of this page
                     is intentionally left blank]







































                                 -22-




                               EXHIBIT A




ENTITY                                       PARTNERSHIP INTEREST


237/1290 UPPER TIER GP CORP.                             1%

JMB/NYC OFFICE BUILDING
ASSOCIATES, L.P.                                        99%


























































                                 -23-