EXHIBIT 10.2
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                           IRREVOCABLE PROXY
            REGARDING THE CARLYLE XIV MEMBERSHIP INTERESTS


     This Irrevocable Proxy Regarding the Carlyle XIV Membership Interests
(this "Irrevocable Proxy"), dated as of December 17, 2001, is executed by
Carlyle Real Estate Limited Partnership-XIV, a Illinois limited liability
partnership ("Carlyle XIV"), a member of the Maguire Partners - South
Tower, LLC (formerly known as the Maguire Thomas Partners - South Tower,
LLC, the "LLC"), a California limited liability company, with respect to
all of the membership interests in the LLC that now are or hereafter may be
beneficially owned by Carlyle XIV, and any and all other membership
interests or securities of the LLC issued or issuable in respect thereof on
or after the date hereof (collectively, the "Carlyle XIV Membership
Interests").

     Carlyle XIV hereby acknowledges and agrees as follows:

     (1)   Pursuant to the Carlyle XIV Loan Documents (as such term is
hereinafter defined), ATC Realty, Inc. (together with its successors and
assigns, "ATC Realty"), a California corporation, as successor-in-interest
and assignee of the rights and interests of Wells Fargo Bank, N.A. ("WFB"),
has a first priority security interest in and lien on the Carlyle XIV
Membership Interests, and certain related collateral.  As used herein,
"Carlyle XIV Loan Documents" shall mean the following:  (a) that certain
Loan Agreement, dated as of December 26, 1985, by and between Carlyle Real
Estate Limited Partnership-XIV ("Carlyle XIV") and WFB (as successor by
merger to Crocker National Bank, "Crocker"), as amended in accordance with
its terms, including as modified by that certain Loan Modification
Agreement (Carlyle-XIV), dated as of October 24, 1996, by and between
Carlyle XIV and WFB; (b) that certain Security Agreement, dated as of
December 26, 1985, by and between Carlyle XIV and WFB (as successor by
merger to Crocker); (c) that certain Security Agreement (Equipment and
Fixtures), executed on or about October 24, 1996, by Carlyle XIV in favor
of WFB; (d) that certain Continuing Security Agreement (Rights to Payment
and Inventory), executed on or about October 24, 1996, by Carlyle XIV in
favor of WFB; (e) that certain Promissory Note, dated December 30, 1985,
executed by Carlyle XIV in favor WFB (as successor by merger to Crocker),
as amended and restated pursuant to that certain Amended and Restated
Promissory Note, dated as of October 24, 1996, executed by Carlyle XIV in
favor of WFB; (f) that certain Wells Fargo Bank Addendum, dated as of
September 30, 1996, by and among Carlyle XIV, Carlyle XV, Maguire Partners-
Bunker Hill, Ltd. ("Maguire") and WFB; (g) that certain Security Agreement,
dated as of September 30, 1996, by and among Maguire/Thomas Partners
Development, Ltd. (the "Property Manager"), Carlyle XIV and Carlyle Real
Estate Limited Partnership-XV ("Carlyle XV"); (h) that certain Notice of
Assignment from WFB to the LLC, dated October 24, 1996, and the related
Acknowledgement of Receipt of Assignment, dated as of October 24, 1996,
executed by the LLC in favor of WFB; (i) that certain Notice of Assignment
from WFB to the Property Manager, dated October 24, 1996, and the related
Acknowledgement of Receipt of Assignment, dated as of October 24, 1996,
executed by the Property Manager in favor of WFB; (j) that certain Mutual
Release, dated as of October 24, 1996, among Carlyle XIV, Carlyle XV,
Maguire and WFB; (k) that certain letter from the Property Manager to
Carlyle XIV and Carlyle XV regarding the Manager's Payment, dated
September 30, 1996; (l) that certain letter from Aetna Life Insurance
Company to the LLC, the Property Manager, Carlyle XIV, Carlyle XV and WFB
regarding Payment of Property Management Fee, dated October 24, 1996; and
(m) all other agreements, documents and instruments executed and filed in
connection with or relating to the foregoing, including, without
limitation, financing statements filed pursuant to the Uniform Commercial
Code (the "UCC").




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     (2)   As of the date of this Irrevocable Proxy, Carlyle XIV owns
17.4965% of the membership interests in the LLC.

     (3)   Pursuant to the Carlyle XIV Loan Documents, ATC Realty, as
successor-in-interest and assignee of the rights and interests of WFB, has
certain rights to act as Carlyle XIV's true attorney in fact (the "Power of
Attorney Right"), in addition to the other rights and the remedies set
forth under the Carlyle XIV Loan Documents and in the UCC.

     (4)   The Power of Attorney Right is coupled with an interest,
pursuant to, without limitation, the Carlyle XIV Loan Documents, and is
revocable only to the extent set forth in Carlyle XIV Loan Documents (the
"Power of Attorney Expiration Date").

     (5)   Carlyle XIV requested that each of WFB and ATC Realty foreclose
on the security interest and lien on the Carlyle XIV Membership Interests.
In connection with such request, Carlyle XIV executed that certain
Acknowledgment and Waiver, dated as of June 7, 2001, in favor of WFB, the
terms of which Carlyle XIV hereby reaffirms and ratifies in all respects,
and of which are hereby incorporated into this Agreement by reference.

     (6)   Maguire asserted that the sale and transfer of the Carlyle XIV
Membership Interests within 365 days of the sale and transfer of the
membership interests in the LLC owned by Carlyle XV (the "Carlyle XV
Membership Interests") will result in the termination of the LLC under
Section 708 of the Internal Revenue Code, a result restricted by the
Addendum.  As a result of Maguire's assertion, each of WFB and ATC Realty
chose to delay foreclosing on the Carlyle XIV Membership Interests for 365
days after the date of the sale and transfer of the Carlyle XV Membership
Interests.

     (7)   For the reasons set forth in Paragraphs 5 and 6 above, ATC
Realty shall be authorized and empowered to vote on behalf of Carlyle XIV,
and exercise all of Carlyle XIV's voting and related rights, and to take
any and all other action that ATC Realty, in its sole and absolute
discretion exercised in good faith, deems necessary to protect and preserve
its security interest and lien on the Carlyle XIV Membership Interests
(collectively, the "Voting Rights").

     Carlyle XIV hereby irrevocably (to the full extent permitted by the
California Corporations Code) hereby appoints ATC Realty, or any other
designee of ATC Realty, as the sole and exclusive proxy of the Carlyle XIV,
with full power of substitution and resubstitution, to vote and exercise
any and all voting and related rights to the full extent that Carlyle XIV
is entitled to do so, and to take any other action that ATC Realty, in its
sole and absolute discretion exercised in good faith, deems necessary to
protect and preserve its security interest and lien upon the Carlyle XIV
Membership Interests (collectively, the "Voting Rights").  Upon Carlyle
XIV's execution of this Irrevocable Proxy, any and all prior voting proxies
given by Carlyle XIV with respect to any Carlyle XIV Membership Interests
are hereby revoked.  Carlyle XIV agrees not to grant any subsequent voting
proxies with respect to the Carlyle XIV Membership Interests until after
the Voting Expiration Date (as such term is hereinafter defined).

     The Voting Rights are irrevocable (to the full extent permitted by
the California Corporations Code) and coupled with an interest, including,
but not limited to the Carlyle XIV Loan Documents and the consideration
described in Paragraphs 5 and 6 above, and are not revocable until Carlyle
XIV has performed all of its obligations under the Carlyle XIV Loan
Documents and Carlyle XIV redeems the security interest in and lien on the
Carlyle XIV Membership Interests, and certain related collateral, held by
ATC Realty in accordance with Section 9623 of the California Commercial
Code, or December 31, 2002, whichever occurs first (the "Voting Expiration
Date").






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     Pursuant to this Irrevocable Proxy, Carlyle XIV hereby (i) reaffirms
and acknowledges Power of Attorney Right of ATC Realty; and (ii) authorizes
and empowers ATC Realty, at any time prior to the Voting Expiration Date,
to exercise the Voting Rights, which include, without limitation, the right
to vote on behalf of Carlyle XIV and to exercise any and all voting and
related rights to the full extent that Carlyle XIV is entitled to do so,
and to take any other action that ATC Realty, in its sole and absolute
discretion exercised in good faith, deems necessary to protect and preserve
its security interest and lien on the Carlyle XIV Membership Interests.
Notwithstanding anything contained herein, or in any other agreement or
document, to the contrary, ATC Realty shall have no obligation or duty
whatsoever to Carlyle XIV, Maguire, the LLC or any other person or entity
to exercise the Voting Rights, or any other rights that ATC Realty or WFB
are authorized and empowered to exercise under the UCC, this Agreement or
any other agreement or document.

     In exercising the Power of Attorney Rights and Voting Rights granted
hereunder and under the Carlyle XIV Loan Documents, and any other rights,
ATC Realty may use its good faith business judgment and may rely upon the
recommendations of Maguire.  Maguire is entitled to rely on the authority
granted hereunder, and under the Carlyle XIV Loan Documents, to ATC Realty.

     This Irrevocable Proxy is coupled with an interest as aforesaid and
is irrevocable.  This Irrevocable Proxy is personal to ATC Realty and may
not be assigned, transferred, conveyed or encumbered in any manner without
the prior written consent of Carlyle XIV.



Dated:  December 17, 2001


                      CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIV

                      By:   JMB Realty Corporation, general partner


                            ______________________________________
                            Name:   Patrick Meara
                            Title:  Senior Vice President






























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