EXHIBIT 10.1
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                     FORECLOSURE SALE CERTIFICATE
                             (Carlyle XV)


     THIS FORECLOSURE SALE CERTIFICATE (this "Certificate") is entered
into by and among the undersigned on the date hereof, (i) pursuant to
Section B of that certain Wells Fargo Bank Addendum (the "Addendum"), dated
as of September 30, 1996, by and among Carlyle Real Estate Limited
Partnership-XIV ("Carlyle XIV"), Carlyle Real Estate Limited Partnership-XV
("Carlyle XV"), Maguire Partners-Bunker Hill, Ltd. ("Maguire"), Maguire
Partners-South Tower, LLC (formerly known as the Maguire Thomas Partners-
South Tower LLC, the "LLC") and Wells Fargo Bank, N.A. ("WFB"), which is
incorporated into that certain Operating Agreement of Maguire Partners -
South Tower, LLC (as amended, restated, modified and supplemented from time
to time, the "Operating Agreement"), dated as of September 30, 1996, by and
among Carlyle XIV, Carlyle XV and Maguire; and (ii) in connection with the
foreclosure sale of the uncertificated membership interests in the LLC
owned by Carlyle XV, and certain related collateral described in the
Carlyle XV Loan Documents (as such term is defined on ANNEX 1 attached
hereto) and on ANNEX 2 attached hereto, conducted by ATC Realty Seventeen,
Inc. ("ATC Seventeen"), as successor-in-interest and assignee of WFB, and
consummated on or about the date hereof.

     As and to the extent required under Section B of the Addendum:

     (1)   ATC Realty Seventeen, Inc. (the "New LLC Member") hereby
assumes all the obligations of Carlyle XV under the Operating Agreement and
agrees to be bound by the provisions of the Operating Agreement.

     (2)   The New LLC Member, Carlyle XV, WFB and ATC Seventeen hereby
certify that the New LLC Member has acquired the Carlyle Interests (as such
term is defined in the Addendum) owned by Carlyle XV after compliance with
the procedure set forth in Section B of the Addendum.

     Each of the LLC and Maguire hereby recognizes the New LLC Member as
the purchaser and assignee of the Carlyle Interests (as such term is
defined in the Addendum) owned by Carlyle XV and as the successor member of
the LLC; and (ii) hereby amends the Operating Agreement so as to replace
any and all applicable references to Carlyle XV with references to the New
LLC Member.

     This Certificate may be executed in any number of separate
counterparts, each of which, when so executed, shall be deemed an original,
and all of said counterparts taken together shall be deemed to constitute
but one and the same instrument.



             [remainder of page intentionally left blank.]















                                   1


<PAGE>


     This Certificate shall be construed in accordance with the law of the
State of California, and is executed this 17th day of December 2001.



                      ATC REALTY SEVENTEEN, INC.,
                      as the New LLC Member

                      By:
                            _______________________________________


                      Name:       ________________________________


                      Title:      ________________________________






                      CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XV

                      By:         JMB Realty Corporation, general partner


                      Name:       ________________________________


                      Title:      _________________________________






                      WELLS FARGO BANK, N.A.

                      By:
                            _______________________________________


                      Name:       ________________________________


                      Title:      ________________________________






                      ATC REALTY SEVENTEEN, INC.

                      By:
                            _______________________________________


                      Name:       ________________________________


                      Title:      ________________________________







                                   2


<PAGE>


                      MAGUIRE PARTNERS-BUNKER HILL, LTD.,
                      a California limited partnership


                      By:   Maguire Partners BGHS, LLC,
                            a California limited liability company


                      By:   Maguire Partners SCS, Inc.,
                            a California corporation


                            By:
                                  _____________________________


                            Name:      ________________________


                            Title:     ________________________






                      MAGUIRE PARTNERS-SOUTH TOWER, LLC,
                      a California limited liability company


                      By:   Maguire Partners-Bunker Hill, Ltd.,
                            a California limited partnership

                      By:   Maguire Partners BGHS, LLC,
                            a California limited liability company

                      By:   Maguire Partners SCS, Inc.,
                            a California corporation


                            By:
                                  _____________________________


                            Name:      ________________________


                            Title:     ________________________






















                                   3


<PAGE>


                                ANNEX 1
                                -------
                          to the Certificate


     As used in the Certificate (to which this ANNEX 1 is attached), the
term "Carlyle XV Loan Documents" means the following: (a) that certain Loan
Agreement, dated as of December 26, 1985, by and between Carlyle XV 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-XV), dated as of October 24, 1996, by and
between Carlyle XV and WFB; (b) that certain Security Agreement, dated as
of December 26, 1985, by and between Carlyle XV 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 XV in favor of
WFB; (d) that certain Continuing Security Agreement (Rights to Payment and
Inventory), executed on or about October 24, 1996, by Carlyle XV in favor
of WFB; (e) that certain Promissory Note, dated December 30, 1985, executed
by Carlyle XV 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 XV in favor of WFB;
(f) the Addendum; (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 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 as in effect in California and Illinois, as applicable.






























                           ANNEX 1 - Page 1


<PAGE>


                                ANNEX 2
                                -------
                          to the Certificate



DEBTOR:          CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XV,
                 an Illinois limited partnership


SECURED PARTY:   ATC REALTY SEVENTEEN, INC.



     All of the obligations of Debtor, now or hereafter owing to Secured
Party under the certain "Loan Documents" (as defined in the Loan
Modification Agreement dated as of October 24, 1996, executed by Debtor and
Secured Party (as assignee and successor in interest to Wells Fargo Bank,
N.A.), as amended from time to time, are secured by the following personal
property of Debtor:

           1.    (a)  Any and all partnership interests of Debtor in that
     limited partnership currently known as Maguire Thomas Partners-South
     Tower, a California limited partnership (the "Partnership") and
     membership interests of Debtor in that certain limited liability
     company currently known as Maguire Partners-South Tower, LLC, a
     California limited liability company (the "LLC"), now existing or
     hereafter acquired (collectively, the "Partnership/Membership
     Interests"), and all distributions, capital and profits, warrants,
     equipment, goods, inventory, documents, instruments, chattel paper,
     investment property, letter-of-credit rights, money, accounts,
     deposit accounts, commercial tort claims, contract rights, general
     intangibles, and other rights, property, products and proceeds from
     time to time evidencing, arising from, relating to, received,
     receivable or otherwise distributed in respect of or in exchange for
     any or all of the Partnership/Membership Interests; (b) all
     additional rights to purchase interests in the Partnership or the LLC
     from time to time acquired by Debtor in any manner (which interests
     shall be deemed to be part of the Partnership/Membership Interests),
     the certificates or other instruments representing such additional
     interests, if any, and other personal property or proceeds from time
     to time received, receivable or otherwise distributed in respect of
     or in exchange for any or all of such additional interests or other
     rights; (c) any and all money, documents, instruments, chattel paper,
     investment property, letter-of-credit rights, accounts, deposit
     accounts, commercial tort claims, contract rights, general
     intangibles and other rights to payment arising from or under or as
     provided in the LLC Operating Agreement or Partnership Agreement, in
     each case, as the same may be amended, supplemented or modified from
     time to time; and (d) to the extent not covered by clauses (a), (b)
     and (c) above, all proceeds of any or all of the foregoing.  As used
     herein, the term "proceeds" shall have the meaning assigned that term
     under the Uniform Commercial Code (the "Code") as in effect in the
     State of California and the State of Illinois, as applicable.

           2.    All of Debtor's right, title and interest: (a) as a
     partner in and to the Partnership and as a member in and to the LLC,
     whether now owned or hereafter acquired, including, but not limited
     to, any management and voting rights with respect to the
     Partnership/Membership Interests, (b) all other property which,
     absent this Agreement would, now or hereafter, be distributable or
     distributed, transferable or transferred, payable or paid, or
     deliverable or delivered to Debtor as a partner in the Partnership or
     a member in the LLC, as applicable, whether at any time prior to, or
     in connection with, or after the dissolution of the Partnership or
     the LLC, if any, including, without limitation, distributions of cash




                           ANNEX 2 - Page 1


<PAGE>


     and of property in kind by the Partnership or the LLC (collectively,
     "Distributions"), and (c) all other rights, interests, claims and
     other property of Debtor in any manner arising out of or relating to
     the Partnership/Membership Interests, whether such rights, interests,
     claims or other property are now owned or hereafter acquired by
     Debtor, whatever their respective kind or character, whether they are
     tangible or intangible property, and wheresoever they may exist or be
     located, including, without limitation, all equipment, goods,
     inventory, documents, instruments, chattel paper, investment
     property, letter-of-credit rights, money, accounts, deposit accounts,
     commercial tort claims, contract rights, general intangibles, and any
     proceeds from any of the foregoing (as such terms are defined in the
     Code), if any, now owned or hereafter acquired by Debtor and in any
     manner arising out of or relating to the Partnership/Membership
     Interests, and further including, without limitation, all of the
     rights of Debtor as a holder of the Partnership/Membership Interests
     to: (1) operate the business of the Partnership or the LLC and deal
     with and receive the benefit from the Partnership's or the LLC's
     assets; (2) receive proceeds of any indemnity, warranty or guaranty
     under any agreement between Debtor and any other party or entity
     associated with the Partnership or the LLC or otherwise arising by
     operation of law for the account of Debtor, including any rights of
     equitable or implied indemnity arising in connection with any acts or
     omissions of Debtor in connection with the LLC or Partnership or
     their assets; (3) receive fees, income, rents, proceeds of sale,
     issues, earnings, deposits, receipts, royalties, revenues,
     recoveries, compensation, permits, trade or business names,
     franchises, claims and causes of action arising out of or relating to
     the Partnership or the LLC, and all other rights, powers, property
     and remedies of Debtor with respect to any of the foregoing; and
     (4) access the Partnership's or the LLC's books and records and to
     the other information concerning or affecting the Partnership or the
     LLC.

           In the event that suit is brought under any of the Loan
     Documents, any judgment obtained in or as a result of such suit shall
     be enforceable solely against the Collateral, and Debtor and its
     partners shall have no personal liability therefor.
































                           ANNEX 2 - Page 2