EXHIBIT 10-II
-------------




                      THIRD 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,

                        CARLYLE MANAGERS, INC.,

                      as Special General Partner


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

                          as Limited Partner





Dated: November 19, 1999



<PAGE>


                           TABLE OF CONTENTS

                                                                   Page

ARTICLE I        DEFINITIONS. . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II       ORGANIZATIONAL MATTERS . . . . . . . . . . . . . . . 5
           2.1   Formation. . . . . . . . . . . . . . . . . . . . . . 5
           2.2   Certificates . . . . . . . . . . . . . . . . . . . . 5
           2.3   Foreign Qualifications . . . . . . . . . . . . . . . 5
           2.4   Name . . . . . . . . . . . . . . . . . . . . . . . . 5
           2.5   Registered Office and Agent; Principal Office. . . . 6
           2.6   Purpose; Powers. . . . . . . . . . . . . . . . . . . 6
           2.7   Term . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III      CAPITAL CONTRIBUTIONS. . . . . . . . . . . . . . . . 6
           3.1   Capital Contributions of the General Partner . . . . 6
           3.2   Capital Contributions. . . . . . . . . . . . . . . . 6
           3.3   Other Matters Relating to Capital Contributions. . . 6
           3.4   Capital Accounts . . . . . . . . . . . . . . . . . . 6

ARTICLE IV       DISTRIBUTIONS OF NET CASH FLOW . . . . . . . . . . . 7

ARTICLE V        ALLOCATIONS OF PROFITS AND LOSSES. . . . . . . . . . 7

ARTICLE VI       RIGHTS AND OBLIGATIONS OF THE GENERAL PARTNER. . . . 7
           6.1   Management . . . . . . . . . . . . . . . . . . . . . 7
           6.2   Outside Activities of the General Partner. . . . . . 9
           6.3   Employment of Experts or Advisors. . . . . . . . . . 9

ARTICLE VIIRIGHTS AND OBLIGATIONS OF LIMITED PARTNERS . . . . . . . . 9
           7.1   Limitation of Liability. . . . . . . . . . . . . . .10
           7.2   Management of Business . . . . . . . . . . . . . . .10
           7.3   Outside Activities of the Special General Partner and
Limited Partners. . . . . . . . . . . . . . . . . . . . . . . . . . .10
           7.4   Covenant of the Special General Partner and the Limited
Partners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
           7.5   This Section Intentionally Omitted . . . . . . . . .10
           7.6   Exercise of Put Right. . . . . . . . . . . . . . . .10

ARTICLE VIII     AMENDMENTS OF LIMITED PARTNERSHIP AGREEMENT. . . . .11

ARTICLE IX       LIMITATION ON SUBSTITUTION AND ASSIGNMENT OF A PARTNER'S
INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
           9.1   Transfer . . . . . . . . . . . . . . . . . . . . . .11
           9.2   Special General Partner and Limited Partners Right to
Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
           9.3   Transferred Partnership Interests Subject to this
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
           9.4   Insolvency, Dissolution or Bankruptcy of a Limited
Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
           9.5   Transfers by the General Partner . . . . . . . . . .12
           9.6   Admission of Successor General Partner . . . . . . .12

ARTICLE X        ACCOUNTING PROCEDURE . . . . . . . . . . . . . . . .12
           10.1  Books and Accounts . . . . . . . . . . . . . . . . .12
           10.2  Choice of Accountants; Tax Information . . . . . . .12
           10.3  Delivery of Information. . . . . . . . . . . . . . .12

ARTICLE XI       DISSOLUTION. . . . . . . . . . . . . . . . . . . . .13
           11.1  Dissolution. . . . . . . . . . . . . . . . . . . . .13
           11.2  Liquidation. . . . . . . . . . . . . . . . . . . . .13
           11.3  Rights of the Special General Partner and of the Limited
Partners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
           11.4  No Obligation to Contribute Deficit. . . . . . . . .14

ARTICLE XIIINDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . .14



<PAGE>


ARTICLE XIII     MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . .15
           13.1  Notices. . . . . . . . . . . . . . . . . . . . . . .15
           13.2  Counterparts . . . . . . . . . . . . . . . . . . . .15
           13.3  Nature of Partnership Interest . . . . . . . . . . .15
           13.4  Insolvency Proceedings . . . . . . . . . . . . . . .16
           13.5  Titles and Captions. . . . . . . . . . . . . . . . .16
           13.6  Pronouns and Plurals . . . . . . . . . . . . . . . .16
           13.7  Further Action . . . . . . . . . . . . . . . . . . .16
           13.8  Binding Effect . . . . . . . . . . . . . . . . . . .16
           13.9  Creditors. . . . . . . . . . . . . . . . . . . . . .16
           13.10 Waiver . . . . . . . . . . . . . . . . . . . . . . .16
           13.11 Applicable Law . . . . . . . . . . . . . . . . . . .16
           13.12 Invalidity of Provisions . . . . . . . . . . . . . .16
           13.13 Entire Agreement . . . . . . . . . . . . . . . . . .16


Exhibit A



<PAGE>


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

                   (A Delaware Limited Partnership)


           THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF 237/1290 UPPER TIER ASSOCIATES, L.P. (the "Partnership"),
dated as of November 19, 1999 (this "Agreement") is entered into by and
between 237/1290 Upper Tier GP Corp., a Delaware corporation (the "General
Partner"), Carlyle Managers, Inc., a Delaware corporation (the "Special
General Partner"), JMB/NYC Office Building Associates, L.P., an Illinois
limited partnership (the "JMB Limited Partner" and/or the "Limited
Partner") and, solely for the purpose of agreeing to certain obligations
set forth in Section 7.6A hereof, Metropolis Realty Trust, Inc., a Maryland
corporation ("Metropolis").

           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
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 October 10, 1996 (the "Merger Agreement"), with the
Partnership as the surviving entity (the "Merger"), (iii) pursuant to a
Redemption and Substitution Agreement dated October 10, 1996, the Prior
General Partner and Equityco withdrew from the Partnership and the General
Partner was admitted in its place, and (iv) the General Partner and the JMB
Limited Partner amended and restated the Original LP Agreement (as so
amended and restated, the "Amended and Restated Agreement");

           WHEREAS,  the Amended and Restated Agreement was amended and
restated in its entirety as of October 14, 1997 to admit Carlyle Managers,
Inc. as a Special General Partner (as amended and restated, the "Second
Amended and Restated Agreement"); and

           WHEREAS, the Partnership has entered into an agreement (the
"Restructuring Agreement"), dated as of October 28, 1999 pursuant to which
the Partnership will, among other things, contribute its membership
interests in the entity that owns the real property known as 237 Park
Avenue, New York, New York, in exchange for Class A Partnership Interests
in Oak Hill Strategic Partners, L.P. (the "OHSP Interests").

           WHEREAS,  the parties hereto desire to amend and restate the
Second  Amended and Restated Agreement in its entirety effective as of the
Closing Date (as defined in the Restructuring Agreement) to reflect the
consummation of such transactions.


           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)   "Adverse Transaction" means (i) any sale, disposition,
transfer or exchange of the Partnership Property, or any property owned by
the Property Owning Partnership, (ii) any release, discharge or reduction
of non-recourse indebtedness of the Property Owning Partnership (other than
through payment of scheduled amortization (so long as the non-recourse
indebtedness of the Property Owning Partnership remains at all times
greater than $129,700,000), 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 and the
Property Owning Partnership, in each case, in the ordinary course of
business), or (iv) any other transaction or agreement to which any of the
Partnership or the Property Owning Partnership is a party, if as a result
of any such transaction or agreement described in (i), (ii), (iii) or (iv)
above, the 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  and the Property
Owning Partnership's business, (B) non-recourse refinancing of the property
owned by the Property Owning Partnership on commercially reasonable terms
in an aggregate amount equal to not less than $129,700,000, (C) payment of
amortization on non-recourse financing encumbering the property owned by
the Property Owning Partnership, provided that the outstanding balance of
such financing is not reduced below $129,700,000, in the aggregate and
except as otherwise provided in the parenthetical of clause (ii) above
(i.e. actions taken by a secured lender such as application of insurance
proceeds or condemnation awards or the exercise of remedies, or in the case
where released indebtedness is concurrently being replaced with other non-
recourse indebtedness complying with clause (B) above), (D) the
consummation of the transactions expressly provided for in Section 2.01 of
the Restructuring Agreement, (E) a transfer of the any property owned by
the Property Owning Partnership pursuant to an involuntary foreclosure or
similar action arising from a default by the Property Owning Partnership
with respect to its obligations under its indebtedness, (F) a transfer of
the property of the Property Owning Partnership pursuant to a consensual
foreclosure or similar action (including, without limitation, a deed in
lieu of foreclosure) arising from a default by the Property Owning
Partnership with respect to its obligations under its indebtedness;
provided that 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 such indebtedness and Metropolis or any shareholders or
Affiliates of Metropolis or any of their partners, members or Affiliates
attributable to any commonality of ownership between the beneficial
ownership of such indebtedness and any such Person, (G) any Metropolis Sale
or sale, exchange, transfer, encumbrance or other disposition (whether by
or through any intervening entity or entities) of Metropolis' interest as a
limited partner of the Property Owning Partnership or the property owned by
the Property Owning Partnership during the period commencing on January 1,
2000 and ending on February 28, 2001 if, simultaneous with any such
transaction, the JMB Limited Partner receives its proportionate share of
the Limited Partner Sale Distribution Amount (as defined in the Property
Owning Partnership Agreement) and (H) payment of the Limited Partner Sale
Distribution Amount (as defined in the Property Owning Partnership
Agreement) or the authorized exercise of the Purchase Right (as defined in
the Property Owning Partnership Agreement) or the Put Right (as defined in
the Property Owning Partnership Agreement) and the consummation of the
transactions incidental to the exercise of such rights.

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

           (d)   "Approval Right Termination Date" means the earliest of
(i) March 1, 2001, and (ii) the date on which the Partnership no longer
holds the Property Owning Partnership Interest as a result of the
authorized exercise of the Purchase Right or the Put Right (as such terms
are defined in the Property Owning Partnership Agreement) pursuant to
Section 12.2A or 12.2C of the Property Owning Partnership Agreement or
pursuant to such other transaction which does not constitute an Adverse
Transaction, (iii) the date on which the JMB Limited Partner no longer
holds a Partnership Interest in the Partnership, and (iv) the Default Date.

           (e)   "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.

           (f)   "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.

           (g)   "Closing Date" shall have the meaning set forth in the
Restructuring Agreement.

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

           (i)   "Default Date" shall have the meaning set forth in the
Property Owning Partnership Agreement.

           (j)   "Distribution" means any distribution pursuant to
Articles IV or XI hereof.

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

           (l)   "Fiscal Year" means the period commencing on any
January 1 and ending on the earlier to occur of (A) the next December 31
and (B) the date on which all assets of the Partnership are distributed
pursuant to Article XI hereof and the Certificate has been cancelled
pursuant to the Act.

           (m)   "FW Strategic" means FW Strategic Management, L.P., a
Texas limited partnership.

           (n)   "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 General Partner of the
Partnership, individually and collectively.

           (o)   "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.

           (p)   "JMB Indemnitors" shall mean Property Partners, L.P.,
Carlyle-XIII Associates, L.P. and Carlyle-XIV Associates, L.P.

           (q)   "JMB Limited Partner" shall have the meaning set forth in
the Preamble to this Agreement.

           (r)   "JMB Put Right" shall have the meaning set forth in
Section 7.7 of this Agreement.

           (s)   "Limited Partner" shall have the meaning set forth in the
Preamble to this Agreement and shall refer to any additional Limited
Partner admitted to the Partnership in accordance with the terms hereof.

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

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

           (v)   "Merger Agreement" means the Agreement and Plan of
Merger, dated as of October 10, 1996 between the Partnership and the LLCs.

           (w)   "Metropolis" means Metropolis Realty Trust, Inc., a
Maryland corporation.

           (x)   "Metropolis Sale" has the meaning given thereto in the
Property Owning Partnership Agreement.

           (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)   "OHSP" means Oak Hill Strategic Partners, L.P., a
Delaware limited partnership.

           (aa)  "OHSP Interests" shall have the meaning set forth in the
Recitals to this Agreement.

           (ab)  "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.

           (ac)  "Partners" means the General Partner, the Special 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.

           (ad)  "Partnership" means 237/1290 Upper Tier Associates, L.P.

           (ae)  "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.

           (af)  "Partnership Property" means the Property Owning
Partnership Interest, the OHSP Interests and any other property the
Partnership may acquire after the date hereof.

           (ag)  "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.

           (ah)  "Plan" shall have the meaning set forth in the Recitals
to this Agreement.

           (ai)  "Property Owning General Partner" means 1290 GP Corp., a
Delaware corporation.

           (aj)  "Property Owning Partnership" means 1290 Partners, L.P.,
a Delaware limited partnership.

           (ak)  "Property Owning Partnership Agreement" means the Amended
and Restated Agreement of Limited Partnership of the Property Owning
Partnership, dated as of the date hereof.

           (al)  "Property Owning Partnership Interest" shall mean the
Partnership's ownership interest, as a limited partner, in the Property
Owning Partnership pursuant to the Property Owning Partnership Agreement.

           (am)  "Restructuring Agreement" shall have the meaning set
forth in the recitals.

           (an)  "Special General Partner" shall have the meaning set
forth in the Preamble to this Agreement.

           (ao)  "Tax Matters Partner" shall have the meaning set forth in
Section 10.2 of this Agreement.


                              ARTICLE II

                        ORGANIZATIONAL MATTERS

           2.1   FORMATION.  The General Partner, the Special General
Partner and the Limited Partners hereby agree to continue the Partnership
as a limited partnership pursuant and subject to the Act.  The Original
Agreement was effective from the date thereof up to, but not including, the
effective time of the Amended and Restated Agreement.  The Amended
Agreement was effective up to, but not including, the effective date of the
Second Amended and Restated Agreement.  The Second Amended and Restated
Agreement was effective from and including the date thereof up to the
Closing Date (as defined in the Restructuring Agreement).  This Agreement
shall become effective on the Closing Date. 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.  If 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), Delaware
19801.  The principal office of the Partnership shall be c/o Victor Capital
Group, L.P., 605 Third Avenue,  26th Floor, New York, New York 10016, 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 Property Owning 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 continue until
December 31, 2099, unless the Partnership is dissolved sooner pursuant to
any provision of this Agreement.


                              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 and the Special General Partner has agreed to provide services
to the Partnership as set forth in Section 10.2 hereof.  In consideration
therefor, the General Partner and the Special General Partner have received
the Partnership Interests set forth in Exhibit A hereto.

           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").  Upon
the consummation of the Merger, the Partnership agreed that the LLC Net
Assets were deemed to be the Capital Contributions of the JMB Limited
Partner, and (ii) the LLC Net Assets had 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 a 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.

           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
October 10, 1996, executed and delivered pursuant to the Plan and the JMB
Limited Partner and the Special General Partner agree that the General
Partner shall be authorized to pay any distributions otherwise payable to
the JMB Limited Partner or the Special General 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   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   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 effect of this Agreement
shall be that the JMB Limited Partner shall receive an allocation of
Partnership nonrecourse debt, as of the date hereof, that is not less than
$129,700,000.


                              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 with respect to the JMB Limited Partner and
in Section 10.2 hereof with respect to the Special General Partner, no
Limited Partner nor the Special General Partner shall have any right to
participate in or exercise control or management power over the business
and affairs of the Partnership.  No third party shall have any right to
rely upon the authority of the Special General Partner or the Limited
Partner to take any action on behalf of the Partnership, except as
expressly set forth in this Agreement.  The General Partner may not be
removed by the Limited Partners or the Special General Partner 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, in the opinion of the
General Partner, be necessary or desirable to further the purposes of the
Partnership, including, without limitation, actions pursuant to the
Property Owning 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 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 to or cause to
be furnished to the Partners annual statements of account as of the end of
each calendar year.

           C.    The Limited Partner and the Special General Partner agree
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 or the
Special General 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, the Special General Partner 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, (x) until the Approval Right Termination Date in the case
of items 1-6 of this Section 6.1D and (y) at any time in the case of item 7
of this Section 6.1D, 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 Property Owning Partnership,
the following actions:

           1.    Consent to any Adverse Transaction pursuant to Section
8.1E of the Property Owning Partnership Agreement;

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

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

           4.    Consent to the amendment of the Property Owning
Partnership Agreement pursuant to Sections 15.1B and 15.1C of such
Partnership Agreement;

           5.    Consent to the dissolution of the Property Owning
Partnership pursuant to Section 14.1C of the Property Owning Partnership
Agreement;

           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; and

           7.    Cause or permit the sale, disposition, exchange or
transfer of the OHSP Interests, unless FW Strategic properly exercises its
right to purchase the OHSP Interests pursuant to Section 4.02(c) of the
Restructuring Agreement.

           6.2   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
                    AND THE SPECIAL GENERAL PARTNER

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

           7.2   MANAGEMENT OF BUSINESS.  Neither the Special General
Partner nor any 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 except as set forth
in Section 10.2 hereof.  No third party shall have any right to rely upon
the authority of the Special General Partner on behalf of the Partnership,
except as expressly set forth in this Agreement.  The transaction of any
such business by the General Partner, any of its affiliates or any officer,
director, employee, partner, agent or trustee of the General Partner, the
Partnership or any of their affiliates, in their capacity as such, shall
not affect, impair or eliminate the limitations on the liability of the
Limited Partners under this Agreement.

           7.3   OUTSIDE ACTIVITIES OF THE SPECIAL GENERAL PARTNER AND
LIMITED PARTNERS.  The Special General Partner and any Limited Partner and
any officer, director, partner, employee, agent, trustee, affiliate or
shareholder of the Special General Partner or 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 the Special General Partner or
any Limited Partner.  None of the Special General Partner or 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, the Special General Partner or any
Limited Partner or any such other Person, even if such opportunity is of a
character which, if presented to the Partnership, the Special General
Partner or any Limited Partner or such other Person, could be taken by such
Person.

           7.4   COVENANT OF THE SPECIAL GENERAL PARTNER AND THE LIMITED
PARTNERS.  The Special General Partner and each Limited Partner hereby
warrants and covenants to the Partnership, provided that any of the
following is not an Adverse Transaction, 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 Property Owning General Partner of the Purchase Right (as such term
is defined in the Property Owning Partnership Agreement) pursuant to
Section 12.2A of the Property Owning Partnership Agreement, or (y) any
disposition, mortgage, pledge, encumbrance, hypothecation or exchange of
the Property Owning Partnership Interest by the Partnership or the Property
(as defined in the Property Owning Partnership Agreement) by the Property
Owning Partnership or the merger or other combination of the Property
Owning Partnership with or into another entity in accordance with the terms
of this Agreement, or the Property Owning Partnership Agreement.

           7.5   THIS SECTION INTENTIONALLY OMITTED.

           7.6   EXERCISE OF PUT RIGHT.

            A.   The General Partner shall, upon the written request of
the JMB Limited Partner, promptly cause the Partnership to exercise its Put
Right (as such term is defined in the Property Owning Partnership
Agreement) to require the Property Owning General Partner and Metropolis,
jointly and severally, to purchase the Property Owning Partnership Interest
pursuant to Section 12.2C of the Property Owning Partnership Agreement.

           B.    The General Partner shall, upon the written request of
the JMB Limited Partner, promptly cause the Partnership to exercise its
right to sell the OHSP Interests to FW Strategic or OHSP pursuant to the
proviso of Section 4.02(d)(ii) of the Restructuring Agreement.

           C.    Following (i) the exercise of the Put Right pursuant to
Section 7.6A and (ii) the receipt by the JMB Limited Partner of all amounts
to be received as a result thereof, the General Partner shall, upon receipt
of the written election of the JMB Limited Partner at any time, in the JMB
Limited Partner's sole discretion, cause its Partnership Interest to be
converted to a limited partner interest, and the Special General Partner
shall thereupon become the successor General Partner.

           D.    Following (i) the exercise of the Purchase Right (as
defined in Property Owning Partnership Agreement) the pursuant to Section
12.2A of the Property Owning Partnership Agreement and (ii) the receipt by
the JMB Limited Partner of all amounts to be received as a result thereof,
the General Partner shall, upon receipt of the written election of the JMB
Limited Partner at any time, in the JMB Limited Partner's sole discretion,
cause its Partnership Interest to be converted to a limited partner
interest, and the Special General Partner shall thereupon become the
successor General Partner.


                             ARTICLE VIII

              AMENDMENTS OF LIMITED PARTNERSHIP AGREEMENT

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


                              ARTICLE IX

                    LIMITATION ON SUBSTITUTION AND
                  ASSIGNMENT OF A PARTNER'S 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 the Special
General Partner or a Limited Partner purports to assign all or any part of
its Partnership Interest to another Person.

           B.    No Partnership Interest shall be Transferred, in whole or
in part, except in accordance with the terms and conditions set forth in
this Article 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   SPECIAL GENERAL PARTNER AND LIMITED PARTNERS RIGHT TO
TRANSFER.  Subject to the provisions of Sections 7.6, and this Section 9.2,
neither the Special General Partner nor any 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.  Except for the security interest created pursuant to the Second
Amended, Restated and Consolidated Promissory Note in the original
principal amount of $88,572,780, dated October 10, 1996, made by the JMB
Limited Partner in favor of Metropolis, the Second Amended, Restated and
Consolidated Security Agreement, dated October 10, 1996, between the JMB
Limited Partner and Metropolis, and the documents related thereto, neither
the Special General Partner nor any Limited Partner shall pledge, encumber,
place or suffer to exist a lien on its Partnership Interest without the
prior written consent of the General Partner.  No successor to the Special
General Partner's Partnership Interest nor the Limited Partner's
Partnership Interest 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 the Special General
Partner or of a Limited Partner shall not terminate the Partnership.  In
such event, the trustee, representative, or other successor in interest of
such Limited Partner or the Special General 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 or the Special General
Partner; 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.    If the General Partner withdraws as general partner in
accordance with clause A. above, its Partnership Interest shall immediately
be converted into a limited partner interest and the General Partner shall
be entitled to receive distributions from the Partnership and the share of
income, gain, loss, deduction and credit that were otherwise attributable
to its Partnership Interest.

           9.6   ADMISSION OF SUCCESSOR GENERAL PARTNER.  A successor to
all of the General Partner's Partnership Interest pursuant to this Article
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 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.


                               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, the Special General Partner is hereby
designated as the "tax matters partner" as such term is defined in Section
6231(a)(7) of the Code.  The Special General 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
Property Owning Partnership Agreement, reserved to the Limited Partner of
such partnership under such Section 11.2 of the Property Owning Partnership
Agreement.  The Partnership's tax returns shall be prepared by a "Big Five"
accounting firm selected by the Special General Partner.  The Special
General Partner shall sign and file tax returns prepared by the
Partnership's accountant in consultation with the General Partner.  The
Special 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 Special General Partner and the JMB Limited Partner
copies of all reports and information received from the Property Owning
Partnership, OHSP and FW Strategic.


                              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:

           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 Partner or the Special
General Partner;

           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 on
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.

           11.3  RIGHTS OF THE SPECIAL GENERAL PARTNER AND OF THE LIMITED
PARTNERS.  Except as otherwise provided in this Agreement, the Special
General Partner and 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.  Neither any Limited Partner nor the Special General Partner
shall have priority over one another 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, the Special General Partner 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, the Special 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.

           12.3  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 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.
                      605 Third Avenue - 26th Floor
                      New York, New York 10016
                      Attn:  John Klopp

           with a copy to:

                      Battle Fowler LLP
                      75 East 55th Street
                      New York, New York 10022
                      Attn:  Louis Vitali

           If to the JMB Limited Partner or the Special General 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.

           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 any other prior written or oral understandings
or agreements among them with respect thereto.





<PAGE>


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

                            237/1290 UPPER TIER GP CORP.


                            By:
                                  Name:
                                  Title:

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

                            By:   Carlyle Managers, Inc., its General
Partner


                                  By:
                                       Name:
                                       Title:


                            CARLYLE MANAGERS, INC.


                            By:
                                  Name:
                                  Title:


                            Solely with respect to Section 7.6A:

                            METROPOLIS REALTY TRUST, INC.


                            By:
                                  Name:
                                  Title:



<PAGE>


                               Exhibit A



     Entity                            Partnership Interest

237/1290 UPPER TIER GP CORP.                 0.999%

JMB/NYC OFFICE BUILDING ASSOCIATES, L.P.     98.901%

CARLYLE MANAGERS, INC.                       0.1%