AMENDED AND RESTATED PARTNERSHIP AGREEMENT

                                       OF

                               1290 PARTNERS, L.P.





                          Dated as of November 22, 1999





<PAGE>



                                                 TABLE OF CONTENTS

<TABLE>
                                                                                                                Page

<S>                        <C>                                                                                   <C>
ARTICLE 1
    EFFECTIVENESS OF AGREEMENT....................................................................................2

ARTICLE 2
    DEFINED TERMS.................................................................................................2

ARTICLE 3
    ORGANIZATIONAL MATTERS.......................................................................................16
    Section 3.1            Formation.............................................................................16
    Section 3.2            Name..................................................................................17
    Section 3.3            Registered Office and Agent; Principal Office.........................................17
    Section 3.4            Power of Attorney.....................................................................17
    Section 3.5            Term..................................................................................19
    Section 3.6            Foreign Qualifications................................................................19

ARTICLE 4
    PURPOSE......................................................................................................19
    Section 4.1            Purpose and Business..................................................................19
    Section 4.2            Powers................................................................................20

ARTICLE 5
    CAPITAL CONTRIBUTIONS........................................................................................20
    Section 5.1            Capital Contributions of the Partners.................................................20
    Section 5.2            Additional Funds; Restrictions on General Partner.....................................20
    Section 5.3            Issuance of Additional Partnership Interests; Admission of Additional
                           Limited Partners......................................................................21
    Section 5.4            No Third Party Beneficiary............................................................21
    Section 5.5            No Interest; No Return................................................................21
    Section 5.6            No Preemptive Rights..................................................................21

ARTICLE 6
    DISTRIBUTIONS................................................................................................22
    Section 6.1            Regular Distributions.................................................................22
    Section 6.2            Qualification as a REIT...............................................................22
    Section 6.3            Withholding...........................................................................22
    Section 6.4            Additional Partnership Interests......................................................22
    Section 6.5            Distributions Upon Liquidation........................................................22
</TABLE>



                                        i

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<TABLE>
                                                                                                                Page

<S>                        <C>                                                                                   <C>
ARTICLE 7
    ALLOCATIONS..................................................................................................23

ARTICLE 8
    MANAGEMENT AND OPERATIONS OF BUSINESS........................................................................23
    Section 8.1            Management............................................................................23
    Section 8.2            Certificate of Limited Partnership....................................................28
    Section 8.3            Reimbursement of the General Partner..................................................28
    Section 8.4            Outside Activities of the General Partner.............................................29
    Section 8.5            Contracts with Affiliates.............................................................29
    Section 8.6            Indemnification.......................................................................30
    Section 8.7            Liability of the General Partner......................................................31
    Section 8.8            Other Matters Concerning the General Partner..........................................32
    Section 8.9            Title to Partnership Assets...........................................................33
    Section 8.10           Reliance by Third Parties.............................................................33

ARTICLE 9
    RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS...................................................................34
    Section 9.1            Limitation of Liability...............................................................34
    Section 9.2            Management of Business................................................................34
    Section 9.3            Outside Activities of Limited Partners................................................34
    Section 9.4            Return of Capital.....................................................................34
    Section 9.5            Rights of Limited Partners Relating to the Partnership................................35

ARTICLE 10
    BOOKS, RECORDS, ACCOUNTING AND REPORTS.......................................................................36
    Section 10.1           Records and Accounting................................................................36
    Section 10.2           Fiscal Year...........................................................................36
    Section 10.3           Reports...............................................................................36

ARTICLE 11
    TAX MATTERS..................................................................................................37
    Section 11.1           Preparation of Tax Returns............................................................37
    Section 11.2           Tax Elections.........................................................................37
    Section 11.3           Tax Matters Partner...................................................................38
    Section 11.4           Organizational Expenses...............................................................38
    Section 11.5           Withholding...........................................................................38

ARTICLE 12
    TRANSFERS AND WITHDRAWALS....................................................................................39
    Section 12.1           Transfer..............................................................................39
</TABLE>


                                       ii

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<TABLE>
                                                                                                               Page

<S>                        <C>                                                                                   <C>

    Section 12.2           General Partner's Purchase Right; Limited Partner's Put Rights........................39
    Section 12.3           Transfer of the General Partner Interest..............................................42
    Section 12.4           Limited Partner's Rights to Transfer..................................................42
    Section 12.5           Substituted Limited Partners..........................................................42
    Section 12.6           General Provisions....................................................................43

ARTICLE 13
    ADMISSION OF PARTNERS........................................................................................44
    Section 13.1           Admission of Successor General Partner................................................44
    Section 13.2           Admission of Additional Limited Partners..............................................44
    Section 13.3           Amendment of Agreement and Certificate of Limited Partnership.........................45

ARTICLE 14
    DISSOLUTION, LIQUIDATION AND TERMINATION.....................................................................45
    Section 14.1           Dissolution...........................................................................45
    Section 14.2           Winding Up............................................................................46
    Section 14.3           No Obligation to Contribute Deficit...................................................47
    Section 14.4           Rights of Limited Partners............................................................48
    Section 14.5           Notice of Dissolution.................................................................48
    Section 14.6           Termination of Partnership and Cancellation of Certificate of Limited
                           Partnership...........................................................................48
    Section 14.7           Reasonable Time for Winding-Up........................................................48
    Section 14.8           Waiver of Partition...................................................................48

ARTICLE 15
    AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS.................................................................49
    Section 15.1           Amendments............................................................................49
    Section 15.2           Meetings of the Partners..............................................................50

ARTICLE 16
    GENERAL PROVISIONS...........................................................................................51
    Section 16.1           Addresses and Notice..................................................................51
    Section 16.2           Titles and Captions...................................................................51
    Section 16.3           Pronouns and Plurals..................................................................51
    Section 16.4           Further Action........................................................................51
    Section 16.5           Binding Effect........................................................................51
    Section 16.6           Creditors.............................................................................51
    Section 16.7           Waiver................................................................................52
    Section 16.8           Counterparts..........................................................................52
    Section 16.9           Applicable Law........................................................................52
    Section 16.10          Invalidity of Provisions..............................................................52
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                                                        iii

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<TABLE>
                                                                                                               Page

<S>                        <C>                                                                                   <C>


    Section 16.11          Insolvency Proceedings................................................................52
    Section 16.12          Entire Agreement......................................................................53
</TABLE>


EXHIBITS
Exhibit A         -        Allocations
Exhibit B         -        Restructuring Agreement
Exhibit C         -        Partners' Contributions and Partnership Interests
Exhibit D         -        Form of Confidentiality Agreement




                                                        iv

<PAGE>



                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT
                                       OF
                               1290 PARTNERS, L.P.


                  THIS  AMENDED  AND  RESTATED  PARTNERSHIP  AGREEMENT  OF  1290
PARTNERS,  L.P.  (the  "Partnership"),  dated  as of  November  22,  1999  (this
"Agreement"),  is entered into by and between  Metropolis Realty Trust,  Inc., a
Maryland corporation,  as a limited partner ("Metropolis"),  237/1290 Upper Tier
Associates,  L.P., a Delaware  limited  partnership,  as a limited  partner (the
"Limited  Partner"),  and 1290 GP Corp.,  a  Delaware  corporation,  as  general
partner (the "General Partner").

                  WHEREAS,   the  General   Partner  and  237/1290   Lower  Tier
Associates,  L.P., a Delaware limited  partnership ("Lower Tier LP"), formed the
Partnership  pursuant to the Limited  Partnership  Agreement of the Partnership,
dated as of October 10, 1996 (the "Original Agreement"),  and in accordance with
the Delaware  Revised Uniform Limited  Partnership  Act, as amended (the "Act"),
and 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. (collectively,  the
"Debtors"),  filed under title 11 of the United States Code, 11 U.S.C.  Sections
101 et seq. (the "Plan");

                  WHEREAS,  Lower Tier LP has been  liquidated  pursuant  to the
Liquidation  Agreement,  dated as of the date hereof,  and pursuant  thereto the
interests  of  Lower  Tier  LP in  the  Partnership  have  been  distributed  to
Metropolis and the Limited Partner;

                  WHEREAS,   the  parties  hereto  desire  to  enter  into  this
Agreement to evidence the withdrawal of Lower Tier LP from, and the admission of
the Limited Partner and Metropolis to, the Partnership;

                  WHEREAS,  the Partnership,  Metropolis and the Limited Partner
are parties to the  Restructuring  Agreement,  dated as of October 28, 1999 (the
"Restructuring Agreement"),  and the execution and delivery of this Agreement is
a condition to the  consummation of the transactions  expressly  provided for in
the Restructuring Agreement; and

                  WHEREAS,   the  parties  hereto  desire  to  enter  into  this
Agreement  to govern  the  affairs  of the  Partnership  and to set forth  their
respective  rights,   obligations  and   understandings   with  respect  to  the
Partnership, and to amend and restate the Original Agreement, in its entirety.



                                        1

<PAGE>



                  NOW THEREFORE, in consideration of the mutual covenants herein
contained,  and other  valuable  consideration,  the receipt and  sufficiency of
which is hereby acknowledged, the parties do hereby agree as follows:


                                    ARTICLE 1
                           EFFECTIVENESS OF AGREEMENT

                  The Original  Agreement was effective from October 10, 1996 up
to, but not including, the Effective Date. This Agreement shall become effective
on the Effective Date (as hereinafter defined).


                                    ARTICLE 2
                                  DEFINED TERMS

                  The following  definitions  shall be for all purposes,  unless
otherwise clearly  indicated to the contrary,  applied to the terms used in this
Agreement.

                  "Act" has the meaning set forth in the recitals.

                  "Additional  Limited  Partner" means a Person  admitted to the
Partnership as a Limited Partner pursuant to Section 5.3 hereof and who is shown
as such on the books and records of the Partnership.

                  "Adjusted  Capital Account  Deficit" means with respect to any
Partner,  the negative balance,  if any, in such Partner's Capital Account as of
the end of any relevant  fiscal  year,  determined  after  giving  effect to the
following adjustments:

                  (a)      credit to such  Capital  Account any portion of such
         negative  balance  which such  Partner (i) is treated as  obligated  to
         restore  to the  Partnership  pursuant  to the  provisions  of  Section
         1.704-1(b)(2)(ii)(c)  of the  Regulations,  or  (ii)  is  deemed  to be
         obligated  to restore to the  Partnership  pursuant to the  penultimate
         sentences  of  Sections   1.704-2(g)(1)   and   1.704-2(i)(5)   of  the
         Regulations; and

                  (b)      debit to such Capital Account the items described in
         Sections 1.704- 1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

                  "Adjusted  Contribution"  means as of any time such  amount is
being determined,  $274,375,365  reduced (without duplication for any amount for
any particular  transaction) by (i) the total  distributions made at any time on
or after the  Effective  Date  pursuant to  paragraphs  4(a)(ii),  4(b)(ii)  and
4(b)(v) of Exhibit A to this  Agreement  and (ii) the  aggregate  amount (or the
fair market  value of property)  received at any time on or after the  Effective
Date by Metropolis


                                        2

<PAGE>



and/or its stockholders (as applicable) from a Metropolis Sale or from the sale,
exchange, transfer, encumbrance or other disposition (whether by or through any
intervening entity or entities) of Metropolis' Partnership Interest or the
Property.

                  "Adverse   Transaction"  means  (i)  any  sale,   disposition,
transfer or exchange of the Property,  (ii) any release,  discharge or reduction
of the non-recourse  indebtedness of the Partnership (other than through payment
of  scheduled  amortization  (so long as the  non-recourse  indebtedness  of the
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 in the ordinary
course of  business),  or (iv) any other  transaction  or agreement to which the
Partnership  is a party,  if as a result of any such  transaction  or  agreement
described  in (i),  (ii)  (iii) or (iv)  above,  JMB/NYC  LP as a partner in 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  business, (B) non-recourse  refinancing of
the Property 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,  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 Property  pursuant to an  involuntary  foreclosure or similar action arising
from a default by the  Partnership  with  respect to its  obligations  under its
indebtedness,   (F)  a  transfer  of  the  Property  pursuant  to  a  consensual
foreclosure or similar action (including,  without limitation, a deed in lieu of
foreclosure)  arising  from a default  by the  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'  Partnership Interest
or the Property  during the period  commencing  on January 1, 2000 and ending on
February  28,  2001  if,  simultaneous  with any such  transaction,  JMB/NYC  LP
receives  its  proportionate  share of an  amount  (the  "Limited  Partner  Sale
Distribution  Amount")  equal to the  greater of (x) the  Formula  Price and (y)
$4,545,455,  and (H) payment of the Limited Partner Sale Distribution  Amount or
the  authorized  exercise  of the  Purchase  Right  or the  Put  Right  and  the
consummation of the transactions incidental to the exercise of such rights.



                                        3

<PAGE>



                  "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.

                  "Agreement"  means this Agreement of Limited  Partnership,  as
originally executed and as amended, modified, supplemented or restated from time
to time, as the context requires.

                  "Amendment  and Release  Agreement"  means the  Amendment  and
Release  Agreement,  dated as of the Effective Date,  between Metropolis and the
JMB/NYC Indemnitors.

                  "Approval  Right  Termination  Date" means the earliest of (i)
March 1, 2001,  (ii) the date on which the Limited  Partner no longer  holds any
Partnership  Interest as a result of the  authorized  exercise  of the  Purchase
Right or the Put Right  pursuant to Sections 12.2A or 12.2C of this Agreement or
pursuant  to such  other  transaction  which  does  not  constitute  an  Adverse
Transaction,  (iii) the date on which the  Partnership  no longer holds title to
the Property  pursuant to a  transaction  which does not  constitute  an Adverse
Transaction,  (iv) the date on which JMB/NYC LP no longer holds any  partnership
interest in the Limited Partner, and (v) the Default Date.

                  "Assignee"  means a Person to whom Limited  Partner  Interests
have been  transferred in a manner  permitted under this Agreement,  but who has
not become a Substituted  Limited  Partner,  and who has the rights set forth in
Section 12.4.

                  "Asset  Management   Agreement"  means  the  Asset  Management
Agreement,  dated October 10, 1996, between Metropolis and Victor Capital Group,
L.P., providing for the overall oversight of the property of Metropolis, as same
may be amended, and any substitutions or replacements therefor.

                  "Available Cash" means,  with respect to the applicable period
of measurement after the Effective Date (i.e., any period beginning on the first
day of the fiscal year, quarter or other period commencing immediately after the
Effective  Date,  the last day of the fiscal year,  quarter or other  applicable
period for  purposes  of the prior  calculation  of  Available  Cash for or with
respect to which a distribution has been made, and ending on the last day of the
fiscal year, quarter or other applicable period  immediately  preceding the date
of the calculation)  the excess,  if any, as of such date, of (a) the gross cash
receipts  of the  Partnership  for  such  period  from all  sources  whatsoever,
including, without limitation, the following:

                  (i) all rents,  revenues,  income and proceeds  derived by the
         Partnership  from  its  operations,   including,   without  limitation,
         distributions  received by the Partnership from any Entity in which the
         Partnership has an interest; (ii) all proceeds and revenues received by
         the  Partnership on account of any sales of property of the Partnership
         or  any  Entity  in  which  the  Partnership  has an  interest  or as a
         refinancing of or payments of principal,


                                                         4

<PAGE>



         interest,  costs,  fees,  penalties  or  otherwise  on  account  of any
         borrowings or loans made by the  Partnership or any Entity in which the
         Partnership  has an  interest  or  financings  or  refinancings  of any
         property of the  Partnership or any Entity in which the Partnership has
         an  interest;   (iii)  the  amount  of  any   insurance   proceeds  and
         condemnation awards received by the Partnership;  (iv) all cash Capital
         Contributions  made by any Partner after the  Effective  Date or by any
         Person admitted as an additional  Partner  pursuant to Article 5 hereof
         or loans received by the  Partnership  from its Partners;  (v) all cash
         amounts  previously  reserved  by the  Partnership,  to the extent such
         amounts are no longer  needed for the specific  purposes for which such
         amounts  were  reserved;  and (vi) the proceeds of  liquidation  of the
         Partnership's property in accordance with this Agreement,

over (b) the sum of:

                  (i) all operating costs and expenses, including costs relating
         to tenant improvements, brokerage expenses, taxes and other expenses of
         the Property,  of the Partnership and capital  expenditures made during
         such period (without deduction,  however, for any capital expenditures,
         charges  for  Depreciation  or  other  expenses  not  paid  in  cash or
         expenditures   from   reserves   described  in  (viii)  below)  by  the
         Partnership  or any Entity in which the  Partnership  has an  interest;
         (ii) all costs and  expenses  expended  or paid  during  such period in
         connection  with  the  sale  or  other  disposition,  or  financing  or
         refinancing,  of property of the Partnership or any Entity in which the
         Partnership   has  an  interest  or  the   recovery  of   insurance  or
         condemnation   proceeds;   (iii)  all  fees  provided  for  under  this
         Agreement,  the Asset Management Agreement, and the Property Management
         and Leasing Agreement;  (iv) all debt service,  including principal and
         interest,  paid during such period on all indebtedness (including under
         any line of  credit)  of the  Partnership  or any  Entity  in which the
         Partnership has an interest; (v) all capital  contributions,  advances,
         reimbursements  or  similar  payments  made to any  Entity in which the
         Partnership has an interest;  (vi) all loans made by the Partnership in
         accordance with the terms of this Agreement;  (vii) all  reimbursements
         to the General Partner or its Affiliates during such period; and (viii)
         any new reserves or increases in reserves reasonably  determined by the
         General   Partner  to  be  necessary  for  working   capital,   capital
         improvements,  payments of periodic expenditures, debt service or other
         purposes for the Partnership or any Person in which the Partnership has
         an interest.

                  Notwithstanding  the  foregoing,   Available  Cash  shall  not
include any cash received or  reductions  in reserves,  or take into account any
disbursements   made  or  reserves   established,   after  commencement  of  the
dissolution and liquidation of the Partnership.

                  "Bankruptcy  Code" means the Bankruptcy Reform Act of 1978, as
codified  under  title  11 of  the  United  States  Code  and in  effect  on the
Confirmation Date.

                  "Bankruptcy  Court"  means the  District  Court of the  United
States District Court for the Southern District of New York having  jurisdiction
over the Reorganization Cases and, to


                                        5

<PAGE>



the extent of having reference under section 157, title 28, United States Code,
the unit of such District Court constituted under section 151, title 28, United
States Code.

                  "Bankruptcy  Rules"  means  the  Federal  Rules of  Bankruptcy
Procedure as in effect on the Petition Date.

                  "Capital  Account"  means  with  respect to any  Partner,  the
Capital  Account  maintained  for such Partner in accordance  with the following
provisions:

                  a. to each Partner's  Capital  Account there shall be credited
         (i)  such  Partner's   Capital   Contributions,   (ii)  such  Partner's
         distributive  share of Net Income and any items in the nature of income
         or gain which are  specially  allocated  to such  Partner  pursuant  to
         Paragraphs 1 and 2 of Exhibit A and (iii) the amount of any Partnership
         liabilities  assumed by such  Partner or which are secured by any asset
         distributed to such Partner;

                  b. to each  Partner's  Capital  Account there shall be debited
         (i) the  amount  of cash and the  Gross  Asset  Value  of any  property
         distributed  to  such  Partner   pursuant  to  any  provision  of  this
         Agreement, (ii) such Partner's distributive share of Net Losses and any
         items in the nature of expenses or losses which are specially allocated
         to such Partner  pursuant to  Paragraphs 1 and 2 of Exhibit A and (iii)
         the  amount  of  any   liabilities  of  such  Partner  assumed  by  the
         Partnership  or which  are  secured  by any asset  contributed  by such
         Partner to the Partnership; and

                  c.  if  all  or  a  portion  of  a  Partnership   Interest  is
         transferred  in  accordance  with  the  terms  of this  Agreement,  the
         transferee  shall succeed to the Capital  Account of the  transferor to
         the extent it relates to the transferred Partnership Interest.

                  The  foregoing  provisions  and the other  provisions  of this
Agreement relating to the maintenance of Capital Accounts are intended to comply
with  Sections  1.704-1(b)  and  1.704-2  of  the  Regulations,   and  shall  be
interpreted  and applied in a manner  consistent with such  Regulations.  If the
General  Partner  shall  reasonably  determine  that it is prudent to modify the
manner  in  which  the  Capital  Accounts,  or any  debits  or  credits  thereto
(including,  without limitation, debits or credits relating to liabilities which
are secured by  contributed  or  distributed  assets or which are assumed by the
Partnership,  the  General  Partner,  Metropolis  or the  Limited  Partner)  are
computed in order to comply with such Regulations,  the General Partner may make
such  modification;  provided  that it does not have an  adverse  effect  on the
amounts distributable to any Partner at any time.

                  "Capital Contribution" means, with respect to any Partner, any
cash,  cash  equivalents or the Gross Asset Value of property which such Partner
contributes or is deemed to contribute to the Partnership  pursuant to Article 5
hereof.



                                        6

<PAGE>



                  "Capital  Transaction"  shall mean the  occurrence on or after
the Effective Date of any one of the following  events:  (i) any Metropolis Sale
or any sale, exchange, transfer, encumbrance or other disposition (whether by or
through any intervening entity or entities) of Metropolis'  Partnership Interest
or the Property  (other than a Metropolis  Sale or a sale,  exchange,  transfer,
encumbrance or other  disposition,  whether by or through any intervening entity
or  entities,   of  Metropolis'   Partnership   Interest  or  the  Property  if,
simultaneous  with any such  transaction  JMB/NYC LP receives its  proportionate
share of the Limited Partner Sale  Distribution  Amount),  (ii) any loan made to
the Partnership,  (iii) the refinancing of indebtedness  affecting the Property,
(iv)  the  condemnation  of all or any  part of a  Property  (v)  any  insurance
recovery relating to the Property (other than rental interruption  insurance) or
(vi) any  issuance  of  additional  Partnership  Interests  in the  Partnership.
Notwithstanding anything to the contrary contained herein, "Capital Transaction"
shall not include payment of the Limited Partner Sale Distribution Amount or the
authorized  exercise of the Purchase Right or the Put Right and the consummation
of the transactions incidental to the exercise of such rights.

                  "Certificate"  means the  Certificate  of Limited  Partnership
relating to the  Partnership  filed on  September  30, 1996 in the office of the
Delaware Secretary of State, as amended from time to time in accordance with the
terms hereof and the Act.

                  "Charter" means the Articles of  Incorporation  of Metropolis,
as amended and restated from time to time.

                  "Code" means the Internal Revenue Code of 1986, as amended and
in effect  from  time to time,  as  interpreted  by the  applicable  regulations
thereunder.  Any reference  herein to a specific section or sections of the Code
shall be deemed to include a reference to any corresponding  provision of future
law.

                  "Confirmation  Date"  means the date on which the Clerk of the
Bankruptcy Court entered the Confirmation Order.

                  "Confirmation  Order" means the order of the Bankruptcy  Court
confirming the Plan.

                  "Consent"  means the consent or approval of a proposed  action
by a Partner given in accordance with Section 15.2 hereof.

                  "Debtors" has the meaning set forth in the recitals.

                  "Default Date" has the meaning set forth in Section 12.2.

                  "Depreciation"  means,  with  respect  to  any  asset  of  the
Partnership for any fiscal year or other period,  the  depreciation,  depletion,
amortization  or other cost recovery  deduction,  as the case may be, allowed or
allowable for federal income tax purposes in respect of such asset


                                        7

<PAGE>



for  such  fiscal  year or other  period;  provided,  however,  that  except  as
otherwise  provided  in  Section  1.704-2  of the  Regulations,  if  there  is a
difference  between the Gross Asset Value  (including the Gross Asset Value,  as
increased  pursuant to paragraph 1 of the  definition  of Gross Asset Value) and
the  adjusted  tax basis of such asset at the  beginning  of such fiscal year or
other period, Depreciation for such asset shall be an amount that bears the same
ratio to the beginning Gross Asset Value of such asset as the federal income tax
depreciation,  depletion, amortization or other cost recovery deduction for such
fiscal year or other  period bears to the  beginning  adjusted tax basis of such
asset;  provided,   further,  that  if  the  federal  income  tax  depreciation,
depletion, amortization or other cost recovery deduction for such asset for such
fiscal  year or  other  period  is zero,  Depreciation  of such  asset  shall be
determined with reference to the beginning Gross Asset Value of such asset using
any reasonable method selected by the General Partner.

                  "Effective  Date"  means the date of the  consummation  of all
Closing Transactions (as such term is defined in the Restructuring Agreement).

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

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974,  as  amended  from  time  to  time  (or any  corresponding  provisions  of
succeeding laws).

                  "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 14
hereof and the Certificate has been cancelled pursuant to the Act.

                  "Formula Price" is defined in Section 12.2.

                  "GAAP"  means  United  States  generally  accepted  accounting
principles, as in effect from time to time.

                  "GAAP Net  Income"  for any  period  means the net  income (or
loss) of the  Partnership  for such period,  determined in accordance with GAAP,
consistently  applied,  excluding  (without  duplication) to the extent included
therein  (a)  all  extraordinary  gains,  including,   without  limitation,  any
extraordinary  gains arising from, or in connection with a Capital  Transaction,
and (b) non-recurring  gains. GAAP Net Income with respect to the Property shall
be determined in good faith by the General Partner and such determination  shall
be final and binding on all parties hereto.

                  "General Partner" has the meaning set forth in the preamble.



                                                         8

<PAGE>



                  "General Partner  Interest" means a Partnership  Interest held
by the General Partner, in its capacity as general partner.

                  "Gross  Asset Value"  means,  with respect to any asset of the
Partnership, such asset's adjusted basis for federal income tax purposes, except
as follows:

                  1. the initial Gross Asset Value of any asset contributed by a
         Partner to the Partnership shall be the gross fair market value of such
         asset,  without  reduction  for  liabilities,   as  determined  by  the
         contributing  Partner and the  Partnership on the date of  contribution
         thereof;

                  2.  if the  General  Partner  reasonably  determines  that  an
         adjustment is necessary or appropriate to reflect the relative economic
         interests of the  Partners,  the Gross Asset Values of all  Partnership
         assets  shall  be  adjusted  in   accordance   with   Sections   1.704-
         1(b)(2)(iv)(f)  and (g) of the  Regulations  to equal their  respective
         gross  fair  market  values,  without  reduction  for  liabilities,  as
         reasonably  determined  by the  General  Partner,  as of the  following
         times:

                  a. a Capital  Contribution  (other  than a de minimis  Capital
             Contribution)  to the  Partnership by a new or existing  Partner as
             consideration for a Partnership Interest; or

                  b. the  distribution  by the  Partnership to a Partner of more
             than a de minimis amount of Partnership assets as consideration for
             the repurchase of a Partnership Interest; or

                  c. the  liquidation of the  Partnership  within the meaning of
             Section 1.704-1(b)(2)(ii)(g) of the Regulations;

                  3. the Gross Asset Values of Partnership assets distributed to
         any  Partner  shall be the gross  fair  market  values  of such  assets
         without  reduction for  liabilities,  as  reasonably  determined by the
         General Partner as of the date of distribution; and

                  4. the Gross  Asset  Values  of  Partnership  assets  shall be
         increased  (or  decreased) to reflect any  adjustments  to the adjusted
         basis of such assets pursuant to Sections 734(b) or 743(b) of the Code,
         but only to the extent that such  adjustments are taken into account in
         determining Capital Accounts pursuant to Section 1.704-  1(b)(2)(iv)(m)
         of the Regulations (as set forth in Exhibit A); provided, however, that
         Gross Asset Values shall not be adjusted pursuant to this paragraph (4)
         to the extent that the General  Partner  reasonably  determines that an
         adjustment pursuant to this paragraph (4) would duplicate an adjustment
         pursuant to paragraph (2) of this definition.



                                        9

<PAGE>



At all times,  Gross Asset  Values shall be adjusted by any  Depreciation  taken
into account with respect to the Partnership's  assets for purposes of computing
Net Income and Net Loss.

                  "Immediate  Family" means, with respect to any natural Person,
such Person's spouse, parents,  parents-in-law,  descendants,  nephews,  nieces,
brothers, sisters, brothers-in-law,  sisters-in-law,  stepchildren,  sons-in-law
and daughters-in-law or any trust solely for the benefit of any of the foregoing
family members whose sole beneficiaries include the foregoing family members.

                  "Incapacity"  or   "Incapacitated"   means,   (i)  as  to  any
individual  Partner,  death,  total  physical  disability or entry by a court of
competent jurisdiction  adjudicating him incompetent to manage his person or his
estate;  (ii)  as to  any  corporation  which  is a  Partner,  the  filing  of a
certificate  of  dissolution,  or its  equivalent,  for the  corporation  or the
revocation of its charter;  (iii) as to any partnership which is a Partner,  the
dissolution and  commencement of winding up of the  partnership;  (iv) as to any
estate which is a Partner,  the  distribution  by the  fiduciary of the estate's
entire interest in the Partnership;  (v) as to any trustee of a trust which is a
Partner,  the  termination  of the  trust  (but  not the  substitution  of a new
trustee);  or (vi) as to any  Partner,  the  bankruptcy  of  such  Partner.  For
purposes of this  definition,  bankruptcy  of a Partner  shall be deemed to have
occurred  when  (a)  the  Partner  commences  a  voluntary   proceeding  seeking
liquidation,  reorganization or other relief under any bankruptcy, insolvency or
other  similar law now or  hereafter  in effect;  (b) the Partner is adjudged as
bankrupt or insolvent,  or a final and nonappealable  order for relief under any
bankruptcy,  insolvency  or  similar  law now or  hereafter  in effect  has been
entered  against the  Partner;  (c) the Partner  executes and delivers a general
assignment for the benefit of the Partner's creditors;  (d) the Partner files an
answer  or  other  pleading   admitting  or  failing  to  contest  the  material
allegations  of a petition  filed  against the Partner in any  proceeding of the
nature  described  in clause (b) above;  (e) the Partner  seeks,  consents to or
acquiesces  in the  appointment  of a trustee,  receiver or  liquidator  for the
Partner or for all or any substantial part of the Partner's properties;  (f) any
proceeding  seeking  liquidation,  reorganization  or other relief of or against
such  Partner  under any  bankruptcy,  insolvency  or other  similar  law now or
hereafter in effect has not been dismissed  within one hundred twenty (120) days
after the  commencement  thereof;  (g) the  appointment  without  the  Partner's
consent  or  acquiescence  of a trustee,  receiver  or  liquidator  has not been
vacated  or  stayed  within  ninety  (90)  days of such  appointment;  or (h) an
appointment  referred  to in clause  (g) which  has been  stayed is not  vacated
within ninety (90) days after the expiration of any such stay.

                  "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,  partner,  director,  trustee or officer of the  Partnership or the
General Partner, or (3) a director, trustee or officer of any other Entity, each
Person 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


                                       10

<PAGE>



Partner or 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.

                  "Indenture"   means  that   certain   Mortgage   Spreader  and
Consolidation Agreement and Trust Indenture dated as of March 20, 1984 among O&Y
Equity Corp., Olympia & York Holdings  Corporation,  FAME Associates,  Olympia &
York  2  Broadway  Land  Company,   Olympia  &  York  2  Broadway   Company  and
Manufacturers  Hanover Trust Company as Trustee, as supplemented by that certain
Supplemental  Indenture  No.  1  dated  as  of  March  20,  1984,  that  certain
Supplemental  Indenture  No. 2 dated  as of  December  30,  1986,  that  certain
Supplemental Indenture No. 3 dated as of March 30, 1988, that certain Instrument
of Resignation,  Appointment and Acceptance dated as of October 28, 1992 among 2
Broadway Associates,  2 Broadway Land Company, 237 Park Avenue Associates,  1290
Associates,  NationsBank  of Tennessee,  N.A., and  Manufacturers  Hanover Trust
Company,  that certain  Supplemental  Indenture  No. 4 dated August 17, 1995 and
that certain Supplemental  Indenture No. 5 dated as of September 18, 1995 and as
the same may be further  supplemented  from time to time in accordance  with the
terms thereof prior to the date of the Supplemental Indenture.

                  "IRS" shall mean the  Internal  Revenue  Service of the United
States.

                  "JMB/NYC"  means  JMB/NYC  Office  Building   Associates,   an
Illinois general partnership.

                  "JMB/NYC  Collateral"  shall  have  the  meaning  provided  in
Section 12.2B hereof.

                  "JMB/NYC   Indemnitors"   means   Property   Partners,   L.P.,
Carlyle-XIII Associates, L.P. and Carlyle-XIV Associates, L.P.

                  "JMB/NYC Indemnity" means the Indemnification Agreement, dated
October 10, 1996, by the JMB/NYC Indemnitors in favor of Metropolis,  as amended
pursuant to the Amendment and Release Agreement.

                  "JMB/NYC LP" means JMB/NYC Office Building  Associates,  L.P.,
an Illinois limited partnership.

                  "JMB/NYC  Notes" means that certain (i) Promissory  Note dated
July  27,  1984,  reissued  July 25,  1985,  made by  JMB/NYC  to O&Y DFC in the
principal amount of $9,758,363  secured by certain liens and security  interests
granted  under the Security  Agreement  dated July 27, 1984 between  JMB/NYC and
OYHC  and  assigned  by O&Y  DFC to  O&Y  MFC  pursuant  to the  Assignment  and
Assumption Agreement dated September 28, 1987; (ii) Promissory Note dated August
14, 1984,  reissued  July 25, 1985,  made by JMB/NYC to O&Y DFC in the principal
amount of  $4,514,229  secured by certain liens and security  interests  granted
under the Security  Agreement dated August 14, 1984 between JMB/NYC and OYHC and
assigned  by O&Y  DFC to O&Y  MFC  pursuant  to the  Assignment  and  Assumption
Agreement dated September 28, 1987;


                                       11

<PAGE>



and (iii) Amended,  Restated and Consolidated Promissory Note dated May 31, 1995
between JMB/NYC LP and O&Y MFC in the principal amount of $78,605,779 secured by
certain liens and security  interests  granted  under the Amended,  Restated and
Consolidated  Security  Agreement  dated May 31, 1995 between JMB/NYC LP and O&Y
MFC,  which Notes and  Security  Agreements  have been  assigned  to  Metropolis
(subject to the interest of the participant under a Participation Agreement) and
were  amended  and  restated  pursuant  to  the  Second  Amended,  Restated  and
Consolidated  Promissory  Note in the principal  amount of  $88,572,780  and the
Second  Amended,  Restated and  Consolidated  Security  Agreement,  which Second
Amended Restated and Consolidated Promissory Note, Second Amended,  Restated and
Consolidated  Security Agreement and Participation  Agreement are being assigned
by Metropolis to Michigan Avenue L.L.C. as of the Effective Date.

                  "Lien" means any lien,  security interest,  mortgage,  deed of
trust, charge, claim, encumbrance, pledge, option, right of first offer or first
refusal and any other right or interest of others of any kind or nature,  actual
or contingent, or other similar encumbrance of any nature whatsoever.

                  "Limited  Partner"  has  the  meaning  given  thereto  in  the
preamble.

                  "Limited Partner  Interest" means a Partnership  Interest of a
Limited  Partner  in the  Partnership  representing  a  fractional  part  of the
Partnership Interests of all Partners and includes any and all benefits to which
the holder of such a Partnership  Interest may be entitled,  as provided in this
Agreement, together with all obligations of such Person to comply with the terms
and provisions of this Agreement.

                  "Limited Partner Sale  Distribution  Amount" is defined in the
definition of Adverse Transaction.

                  "Liquidating  Event" has the meaning set forth in Section 14.1
hereof.

                  "Liquidator" has the meaning set forth in Section 14.2 hereof.

                  "Lower Tier LP" has the meaning set forth in the recitals.

                  "Metropolis" has the meaning set forth in the preamble.

                  "Metropolis   Sale"   means  the   transfer,   sale  or  other
disposition of more than 51% of the outstanding  shares of all classes of common
stock of Metropolis taken together, as part of a single transaction or series of
related transactions.

                  "Net  Income" or "Net Loss"  means,  for each  fiscal  year or
other applicable period, an amount equal to the Partnership's  taxable income or
loss for such year or period as  determined  for federal  income tax purposes by
the General Partner, determined in accordance with


                                       12

<PAGE>



Section 703(a) of the Code (for this purpose, all items of income, gain, loss or
deduction  required to be stated  separately  pursuant to Section  703(a) of the
Code shall be included in taxable income or loss),  adjusted as follows:  (a) by
including  as an item of gross  income any  tax-exempt  income  received  by the
Partnership  and not otherwise taken into account in computing Net Income or Net
Loss; (b) by treating as a deductible expense any expenditure of the Partnership
described in Section  705(a)(2)(B) of the Code (or which is treated as a Section
705(a)(2)(B)  expenditure  pursuant  to  Section   1.704-1(b)(2)(iv)(i)  of  the
Regulations) and not otherwise taken into account in computing Net Income or Net
Loss,  including amounts paid or incurred to organize the Partnership (unless an
election is made pursuant to Section  709(b) of the Code) or to promote the sale
of  interests  in the  Partnership  and by  treating  deductions  for any losses
incurred  in  connection  with  the sale or  exchange  of  Partnership  property
disallowed  pursuant to Section  267(a)(1) or 707(b) of the Code as expenditures
described  in  Section  705(a)(2)(B)  of the Code;  (c) by taking  into  account
Depreciation in lieu of  depreciation,  depletion,  amortization  and other cost
recovery  deductions taken into account in computing taxable income or loss; (d)
by computing gain or loss resulting from any disposition of Partnership property
with respect to which gain or loss is recognized for federal income tax purposes
by reference to the Gross Asset Value of such property  rather than its adjusted
tax basis;  (e) if an  adjustment  of the Gross Asset  Value of any  Partnership
asset which  requires that the Capital  Accounts of the  Partnership be adjusted
pursuant to Sections  1.704-1(b)(2)(iv)(e),  (f) and (g) of the Regulations,  by
taking  into  account  the  amount  of such  adjustment  as if  such  adjustment
represented  additional Net Income or Net Loss pursuant to Exhibit A; and (f) by
not taking into  account in  computing  Net Income or Net Loss items  separately
allocated to the Partners pursuant to Paragraphs 1 and 2 of Exhibit A.

                  "Net  Operating  Income" for any period means the amount equal
to (a) the Partnerships' GAAP Net Income for such fiscal year, plus (b) the sum,
without  duplication  (and only to the extent  such  amounts are  deducted  from
revenues in determining  such GAAP Net Income),  of (i) the interest expense for
such period of the  Partnership,  and (ii) the real estate related  depreciation
and  amortization  expenses for such period of the Partnership in respect of the
Property.  Net Operating Income with respect to the Property shall be determined
in good faith by the General Partner and such  determination  shall be final and
binding on all parties hereto.

                  "Nonrecourse Deductions" has the meaning set forth in Sections
1.704-2(b)(1) and 1.704-2(c) of the Regulations.

                  "Nonrecourse Liabilities" has the meaning set forth in Section
1.704-2(b)(3) of the Regulations.

                  "Partner" means Metropolis, the General Partner or the Limited
Partner,  and "Partners" means  Metropolis,  the General Partner and the Limited
Partner, collectively.

                  "Partner  Minimum Gain" means an amount,  with respect to each
Partner  Nonrecourse  Debt,  equal to the  Partnership  Minimum  Gain that would
result if such Partner


                                       13

<PAGE>



Nonrecourse  Debt  were  treated  as  a  Nonrecourse  Liability,  determined  in
accordance with Regulations Section 1.704-2(i)(3).

                  "Partner  Nonrecourse  Debt"  has the  meaning  set  forth  in
Regulations Section 1.704-2(b)(4).

                  "Partner Nonrecourse  Deductions" has the meaning set forth in
Regulations  Section  1.704-2(i)(2),  and  the  amount  of  Partner  Nonrecourse
Deductions with respect to a Partner  Nonrecourse Debt for a Partnership taxable
year shall be  determined in accordance  with the rules of  Regulations  Section
1.704-2(i)(2).

                  "Partnership"  means the limited  partnership formed under the
Act and the Plan and pursuant to this Agreement, and any successor thereto.

                  "Partnership  Interest"  means an  ownership  interest  in the
Partnership  representing a Capital Contribution by any Partner and includes any
and all  benefits  to which the  holder of such a  Partnership  Interest  may be
entitled as provided in this  Agreement,  together with all  obligations of such
Person to comply with the terms and provisions of this Agreement.

                  "Partnership  Minimum  Gain"  has the  meaning  set  forth  in
Regulations Section  1.704-2(b)(2),  and the amount of Partnership Minimum Gain,
as well as any net increase or decrease in a  Partnership  Minimum  Gain,  for a
Partnership  taxable year shall be determined  in  accordance  with the rules of
Regulations Section 1.704-2(d).

                  "Partnership Record Date" means the record date established by
the General  Partner for the  distribution of Available Cash pursuant to Section
6.1 hereof.

                  "Partnership Year" means the fiscal year of the Partnership.

                  "Permitted Partners" has the meaning set forth in subparagraph
1(b) of Exhibit A.

                  "Permitted  Transferee"  means  any  person  to  whom  Limited
Partner  Interests  are  Transferred  in  accordance  with  Section 12.4 of this
Agreement.

                  "Person" means an individual or Entity.

                  "Petition  Date" the date on which  the  Debtors  filed  their
voluntary petitions under chapter 11 of the Bankruptcy Code.

                  "Plan" has the meaning set forth in the recitals.

                  "Precontribution   Gain"   has  the   meaning   set  forth  in
subparagraph 3(c) of Exhibit A.


                                       14

<PAGE>



                  "Prohibited Action" has the meaning set forth in Section 12.2B
hereof.

                  "Property"  means 1290 Avenue of the Americas,  New York,  New
York.

                  "Property   Management  and  Leasing   Agreements"  means  the
Property Management and Leasing Agreements,  dated October 10, 1996, between the
Partnership and Tishman Speyer  Properties,  L.P.,  providing for the day-to-day
management  of, and leasing  services  related to, the Property,  as same may be
amended, and any substitutions or replacements therefor.

                  "Purchase  Price  Amount" has the meaning set forth in Section
12.2.

                  "Purchase  Right  Notice" has the meaning set forth in Section
12.2.

                  "Purchase Right" has the meaning set forth in Section 12.2.

                  "Put Price" has the meaning set forth in Section 12.2.

                  "Put Right" has the meaning set forth in Section 12.2.

                  "Put Right Notice" has the meaning set forth in Section 12.2.

                  "Quarter"  means  each of the three  month  periods  ending on
March 31, June 30, September 30 and December 31.

                  "Regulations"  means the final,  temporary or proposed  Income
Regulations  promulgated under the Code, as such regulations may be amended from
time to time (including corresponding provisions of succeeding regulations).

                  "REIT"  means a real  estate  investment  trust as  defined in
Section 856 of the Code.

                  "REIT Requirements" has the meaning set forth in Section 6.2.

                  "Reorganization  Cases" means the Debtors' cases under chapter
11 of the Bankruptcy Code, Case Nos. 96B42177(JLG) and 96B42178(JLG), which were
commenced  by  the  Debtors  by the  filing  of  voluntary  petitions  with  the
Bankruptcy Court on the Petition Date.

                  "Restricted Partner" has the meaning set forth in Section 1(b)
of Exhibit A.

                  "Restructuring  Agreement"  means that  certain  Restructuring
Agreement,  dated as of October  28, 1999 by and among the  Partnership  and the
other parties thereto and attached hereto as Exhibit B.



                                       15

<PAGE>



                  "Subsidiary"   means,   with   respect  to  any  Person,   any
corporation,  partnership  or other entity of which a majority of (i) the voting
power of the voting equity securities; or (ii) the outstanding equity interests,
is owned, directly or indirectly, by such Person.

                  "Substituted  Limited  Partner" means a Person who is admitted
as a Limited Partner to the Partnership pursuant to Section 12.5 hereof.

                  "Tax Items" has the meaning set forth in Exhibit A.

                  "Transfer" as a noun, means any sale, assignment,  conveyance,
pledge, hypothecation, gift, encumbrance or other transfer, and as a verb, means
to sell,  assign,  convey,  pledge,  hypothecate,  give,  encumber or  otherwise
transfer.

                  "237  Partners"  means 237 Park  Partners,  L.P.,  a  Delaware
limited partnership.

                  Certain  additional  terms and phrases  have the  meanings set
forth in Exhibit A.


                                    ARTICLE 3
                             ORGANIZATIONAL MATTERS

                  Section 3.1 Formation

                  The Partners  hereby amend and restate the Original  Agreement
under and  pursuant  to the Act.  Except  as  expressly  provided  herein to the
contrary,  the rights and obligations of the Partners and the administration and
termination  of the  Partnership  shall be governed by the Act. The  Partnership
Interest of each Partner shall be personal property for all purposes.

                  Section 3.2 Name

                  The  name  of the  Partnership  is  1290  Partners,  L.P.  The
Partnership's  business  may be  conducted  under any other name or names deemed
advisable by the General  Partner,  including the name of the General Partner or
any Affiliate thereof. The words "Limited  Partnership,""L.P.,""Ltd." or similar
words or letters shall be included in the Partnership's name where necessary for
the purposes of complying  with the laws of any  jurisdiction  that so requires.
The General  Partner in its sole and absolute  discretion may, upon 5 days prior
written notice to the Limited Partner, change the name of the Partnership.

                  Section 3.3 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 of 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


                                       16

<PAGE>



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
10158,  Attn:  John Klopp,  or such other place as the General  Partner may from
time to time designate by notice to the Limited  Partner.  The  Partnership  may
maintain  offices at such other  place or places  within or outside the State of
Delaware as the General Partner deems advisable.

                  Section 3.4 Power of Attorney

                  A. Each Limited Partner and each Assignee  hereby  constitutes
and appoints the General Partner,  any Liquidator,  and authorized  officers and
attorneys-in-fact  of each, and each of those acting  singly,  in each case with
full power of substitution,  as its true and lawful agent and  attorney-in-fact,
with full power and authority in its name, place and stead to:

                           (1)       execute,  swear to,  acknowledge,  deliver,
                                     file and record in the  appropriate  public
                                     offices (a) all certificates, documents and
                                     other   instruments   (including,   without
                                     limitation,    this   Agreement   and   the
                                     Certificate    and   all    amendments   or
                                     restatements   thereof)  that  the  General
                                     Partner or the Liquidator deems appropriate
                                     or necessary  to form,  qualify or continue
                                     the  existence  or   qualification  of  the
                                     Partnership as a limited  partnership (or a
                                     partnership in which the Metropolis and the
                                     Limited Partner have limited  liability) in
                                     the  State  of  Delaware  and in all  other
                                     jurisdictions  in which the Partnership may
                                     or  plans  to  conduct   business   or  own
                                     property,  including,  without  limitation,
                                     any  documents  necessary  or  advisable to
                                     convey  any  contributed  property  to  the
                                     Partnership;  (b) all instruments  that the
                                     General   Partner  deems   appropriate   or
                                     necessary to reflect any amendment, change,
                                     modification   or   restatement   of   this
                                     Agreement in accordance with its terms; (c)
                                     all  conveyances  and other  instruments or
                                     documents  that the General  Partner or the
                                     Liquidator  deems  appropriate or necessary
                                     to reflect the  dissolution and liquidation
                                     of the Partnership pursuant to the terms of
                                     this    Agreement,    including,    without
                                     limitation,  a certificate of cancellation;
                                     (d)  all   instruments   relating   to  the
                                     admission,     withdrawal,    removal    or
                                     substitution of any Partner pursuant to, or
                                     other events  described in,  Article 12, 13
                                     or 14 hereof or the Capital Contribution of
                                     any  Partner;  and  (e)  all  certificates,
                                     documents and other instruments relating to
                                     the    determination    of   the    rights,
                                     preferences  and  privileges of Partnership
                                     Interest; and

                           (2)       execute,  swear to, seal,  acknowledge  and
                                     file  all  ballots,  consents,   approvals,
                                     waivers, certificates and other instruments
                                     appropriate  or necessary,  in the sole and
                                     absolute  discretion of the General Partner
                                     or any Liquidator, to make, evidence, give,
                                     confirm or ratify any


                                       17

<PAGE>


                                     vote, consent, approval, agreement or other
                                     action  which  is  made  or  given  by  the
                                     Partners  hereunder or is  consistent  with
                                     the terms of this  agreement or appropriate
                                     or necessary, in the sole discretion of the
                                     General  Partner  or  any  Liquidator,   to
                                     effectuate  the  terms  or  intent  of this
                                     Agreement.

Nothing  contained  herein shall be construed as authorizing the General Partner
or any Liquidator to amend this Agreement  except in accordance  with Article 15
hereof or as may be otherwise expressly provided for in this Agreement.

                  B. The  foregoing  power of attorney is hereby  declared to be
irrevocable  and a power coupled with an interest,  in  recognition  of the fact
that each of the Partners will be relying upon the power of the General  Partner
and any  Liquidator to act as  contemplated  by this  Agreement in any filing or
other action by it on behalf of the Partnership, and it shall survive and not be
affected by the subsequent Incapacity of any Limited Partner or Assignee and the
Transfer of all or any portion of such Limited  Partner's or Assignee's  Limited
Partner  Interests  and shall  extend to such Limited  Partner's  or  Assignee's
heirs,  successors,  assigns and  personal  representatives.  Each such  Limited
Partner or Assignee hereby agrees to be bound by any representation  made by the
General Partner or any  Liquidator,  acting in good faith pursuant to such power
of attorney, and each such Limited Partner or Assignee hereby waives any and all
defenses  which may be available to contest,  negate or disaffirm  the action of
the General Partner or any  Liquidator,  taken in good faith under such power of
attorney.  Metropolis  and the Limited  Partner or any  Assignee  thereof  shall
execute and deliver to the General  Partner or the  Liquidator,  within  fifteen
(15) days  after  receipt  of the  General  Partner's  or  Liquidator's  request
therefor, such further designation,  powers of attorney and other instruments as
the General  Partner or the  Liquidator,  as the case may be, deems necessary to
effectuate this Agreement and the purposes of the Partnership.

                  Section 3.5 Term

                  The term of the Partnership  shall continue until December 31,
2099,  unless the Partnership is dissolved  sooner pursuant to the provisions of
Article 14 or as otherwise provided by law.

                  Section 3.6 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 the
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  the  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


                                       18

<PAGE>



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.


                                    ARTICLE 4
                                     PURPOSE

                  Section 4.1 Purpose and Business

                  The purpose and nature of the  business to be conducted by the
Partnership is to engage in the following  activities:  to acquire,  hold,  own,
develop, construct, improve, maintain, operate, sell, lease, transfer, encumber,
convey,  exchange,  and  otherwise  dispose  of or deal  with the  Property;  to
acquire, hold, own, develop, construct, improve, maintain, operate, sell, lease,
transfer, encumber, convey, exchange, and otherwise dispose of or deal with real
and personal property of all kinds; to undertake such other activities as may be
necessary,   advisable,   desirable  or   convenient  to  the  business  of  the
Partnership;  to engage in such other ancillary activities as shall be necessary
or  desirable  to  effectuate  the  foregoing  purposes;  and to  engage in such
activities as are consistent with the powers described in the proviso in Section
4.2 hereof.  The  Partnership  shall have all powers  necessary  or desirable to
accomplish  the purposes  enumerated.  In  connection  with the  foregoing,  but
subject to all of the terms, covenants,  conditions and limitations contained in
this  Agreement and any other  agreement  entered into by the  Partnership,  the
Partnership  shall have full power and  authority  to enter into,  perform,  and
carry out  contracts  of any kind,  to borrow  money and to issue  evidences  of
indebtedness,  whether or not secured by mortgage,  trust deed,  pledge or other
Lien,  and,  directly  or  indirectly,   to  acquire  and  construct  additional
properties necessary or useful in connection with its business.

                  Section 4.2 Powers

                  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 and
for  the  protection  and  benefit  of  the  Partnership;   provided,  that  the
Partnership  shall not take, or refrain from taking,  any action  which,  in the
judgment of Metropolis, in its sole and absolute discretion, (i) could adversely
affect the ability of  Metropolis  to continue to qualify as a REIT;  (ii) could
subject  Metropolis to any additional taxes under Section 857 or Section 4981 of
the Code; or (iii) could violate any law or regulation of any governmental  body
or agency having  jurisdiction  over Metropolis or its  securities,  unless such
action (or inaction) shall have been specifically  consented to by Metropolis in
writing.




                                       19

<PAGE>


                                    ARTICLE 5
                              CAPITAL CONTRIBUTIONS

                  Section 5.1 Capital Contributions of the Partners

                  (a) As of the date  hereof,  the  Partners  shall be deemed to
have made the Capital Contributions set forth on Exhibit C hereto.

                  (b) The  General  Partner  may, in its sole  discretion,  make
additional Capital Contributions to the Partnership.

                  (c) The  Partners  shall have an interest  in Net Income,  Net
Loss and  distributions  of the  Partnership  as set forth in  Exhibit  A, which
interests  shall be  adjusted  in  Exhibit  A from  time to time by the  General
Partner to the extent  necessary  to reflect  accurately  exchanges,  additional
Capital  Contributions  or  similar  events  having an  effect on any  Partner's
Partnership Interest. Except as provided in this Section 5.1, the Partners shall
have no obligation to make any additional Capital  Contributions or loans to the
Partnership.

                  Section 5.2 Additional Funds; Restrictions on General Partner

                  The sums of money required to finance the business and affairs
of the Partnership shall be derived from the initial Capital  Contributions made
to the  Partnership  by the  Partners as set forth in Section 5.1 and from funds
generated  from the  operation  and business of the  Partnership.  If additional
financing  is needed  from  sources  other  than as set  forth in the  preceding
sentence  for any reason,  the  General  Partner  may, in its sole and  absolute
discretion  but subject to Section 8.1E, in such amounts and at such times as it
solely shall determine to be necessary or appropriate, (i) cause the Partnership
to issue additional  Partnership Interests and admit additional limited partners
to the Partnership in accordance with Section 5.3; (ii) make additional  Capital
Contributions to the  Partnership;  (iii) cause the Partnership to borrow money,
enter into loan arrangements, issue debt securities, obtain letters of credit or
otherwise  borrow  money on a secured or  unsecured  basis;  (iv) make a loan or
loans to the  Partnership;  or (v) subject to Section  8.1E,  sell any assets or
properties of the Partnership.

                  Section 5.3  Issuance  of  Additional  Partnership  Interests;
Admission of Additional Limited Partners

                  In  addition  to any  Partnership  Interests  issuable  by the
Partnership  pursuant to Section 5.2, the General Partner is authorized to cause
the Partnership to issue additional  Partnership Interests (or options therefor)
senior or junior to the Partnership  Interests  issued in respect of the initial
Capital  Contributions  (as set  forth in  Section  5.1(a),  (b) and (c)) to any
Persons at any time or from time to time,  for  consideration  not less than the
fair market value  thereof (or the fair market value as of the date an option is
granted)  (as such fair  market  value is  determined  in the sole and  absolute
discretion of the General Partner's Board of Directors), and


                                       20

<PAGE>



on such terms and  conditions,  as the General  Partner shall  establish in each
case in its sole and absolute  discretion,  without any approval  being required
from any  Limited  Partner or any other  Person;  provided,  however,  that such
issuance  does not cause any  amounts of the  Partnership's  indebtedness  to be
excluded from the tax basis of the Partnership Interests of the Limited Partner.
Subject to the  limitations  set forth in the  preceding  sentence,  the General
Partner may take such steps as it, in its reasonable discretion, deems necessary
or  appropriate  to admit any Person as a limited  partner  of the  Partnership,
including, without limitation, amending the Certificate,  Exhibit C or any other
provision of this Agreement.

                  Section 5.4 No Third Party Beneficiary

                  No  creditor or other third  party  having  dealings  with the
Partnership  shall  have the right to  enforce  the right or  obligation  of any
Partner to make Capital  Contributions  or loans or to pursue any other right or
remedy hereunder or at law or in equity, it being understood and agreed that the
provisions  of this  Agreement  shall be solely for the  benefit  of, and may be
enforced  solely by, the  parties  hereto and their  respective  successors  and
assigns.

                  Section 5.5 No Interest; No Return

                  No  Partner  shall be  entitled  to  interest  on its  Capital
Contribution or on such Partner's Capital Account.  Except as provided herein or
by law,  no Partner  shall have any right to demand or receive the return of its
Capital Contribution from the Partnership.

                  Section 5.6 No Preemptive Rights

                  No Person shall have any  preemptive  or other  similar  right
with  respect  to  (i)  additional   Capital   Contributions  or  loans  to  the
Partnership; or (ii) issuance or sale of any Partnership Interests.


                                    ARTICLE 6
                                  DISTRIBUTIONS

                  Section 6.1 Regular Distributions

                  Except  for   distributions   pursuant  to  Section   14.2  in
connection with the dissolution and liquidation of the Partnership,  and subject
to the provisions of Sections 6.3, 6.4 and 6.5, the General  Partner shall cause
the  Partnership to  distribute,  from time to time as determined by the General
Partner,  but in any event not less  frequently  than  quarterly,  all Available
Cash, to the Partners, in accordance with the provisions of Exhibit A.



                                       21

<PAGE>



                  Section 6.2 Qualification as a REIT

                  The General  Partner  shall use its best  efforts to cause the
Partnership  to  distribute  sufficient  amounts  under this Article 6 to enable
Metropolis to pay stockholder  dividends that will (i) satisfy the  requirements
for qualifying as a REIT under the Code and Regulations  ("REIT  Requirements"),
and (ii)  avoid any  federal  income  or excise  tax  liability  of  Metropolis;
provided,  however,  the General  Partner shall not be bound to comply with this
covenant to the extent such distributions  would (i) violate applicable Delaware
law or (ii) contravene the terms of any notes,  mortgages or other types of debt
obligations which the Partnership may be subject to in conjunction with borrowed
funds.

                  Section 6.3 Withholding

                  With  respect  to any  withholding  tax or other  similar  tax
liability or obligation to which the  Partnership  may be subject as a result of
any act or status of any  Partner or to which the  Partnership  becomes  subject
with respect to any Partnership  Interest,  the Partnership shall have the right
to withhold  amounts of  Available  Cash  distributable  to such Partner or with
respect  to such  Partnership  Interest,  to the  extent  of the  amount of such
withholding  tax or other similar tax  liability or  obligation  pursuant to the
provisions contained in Section 11.5.

                  Section 6.4 Additional Partnership Interests

                  If the Partnership issues Partnership  Interests in accordance
with  Section 5.2 or 5.3,  the  distribution  priorities  set forth in Exhibit A
shall be amended,  as necessary,  to reflect the  distribution  priority of such
Partnership Interests.

                  Section 6.5 Distributions Upon Liquidation

                  Proceeds  from a  Capital  Transaction  shall  be  distributed
pursuant  to the  provisions  of  Exhibit  A and  any  other  cash  received  or
reductions  in  reserves  made  after  commencement  of the  liquidation  of the
Partnership  shall be  distributed  to the Partners in  accordance  with Section
14.2, after allocating Net Income,  Net Loss or items thereof in accordance with
Section 1(c) of Exhibit A.


                                    ARTICLE 7
                                   ALLOCATIONS

                  The Net Income,  Net Loss and other Partnership items shall be
allocated pursuant to the provisions of Exhibit A.




                                       22

<PAGE>



                                    ARTICLE 8
                      MANAGEMENT AND OPERATIONS OF BUSINESS

                  Section 8.1 Management

                  A. Except as otherwise  expressly  provided in this Agreement,
all  management  powers over the  business and affairs the  Partnership  are and
shall be exclusively  vested in the General Partner,  and, except as provided in
Section 8.1E hereof,  neither  Metropolis nor the 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 Metropolis or the Limited  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
8.1E  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 set forth in Section 4.2 hereof and to effectuate  the purposes set forth
in Section 4.1 hereof, including, without limitation:

                           (1)      (a)  the  making  of any  expenditures,  the
                                    lending or  borrowing  of money,  including,
                                    without  limitation,  making  prepayments on
                                    loans  and  borrowing  money to  permit  the
                                    Partnership  to  make  distributions  to its
                                    Partners  in such  amounts  as  will  permit
                                    Metropolis (so long as Metropolis  qualifies
                                    as a  REIT)  to  avoid  the  payment  of any
                                    federal  income  tax  (including,  for  this
                                    purpose,  any excise tax pursuant to Section
                                    4981 of the Code) and to make  distributions
                                    to its stockholders in amounts sufficient to
                                    permit  Metropolis  to maintain REIT status,
                                    (b) the assumption or guarantee of, or other
                                    contracting  for,   indebtedness  and  other
                                    liabilities, (c) the issuance of evidence of
                                    indebtedness  (including the securing of the
                                    same by  deed,  mortgage,  deed of  trust or
                                    other   lien   or    encumbrance    on   the
                                    Partnership's  assets) and (d) the incurring
                                    of any  obligations  it deems  necessary for
                                    the  conduct  of  the   activities   of  the
                                    Partnership;

                           (2)      the  making  of tax,  regulatory  and  other
                                    filings,  or  rendering of periodic or other
                                    reports to  governmental  or other  agencies
                                    having  jurisdiction  over the  business  or
                                    assets of the Partnership;

                           (3)      the  acquisition,   disposition,   mortgage,
                                    pledge,   encumbrance,    hypothecation   or
                                    exchange  of any  assets of the  Partnership
                                    (including  the  exercise  or  grant  of any
                                    conversion,     option,     privilege,    or
                                    subscription  right or other right available
                                    in connection


                                       23

<PAGE>



                                    with  any  assets  at any  time  held by the
                                    Partnership)   or  the   merger   or   other
                                    combination of the Partnership  with or into
                                    another entity;

                           (4)      the  use of the  assets  of the  Partnership
                                    (including,   without  limitation,  cash  on
                                    hand) for any  purpose  consistent  with the
                                    terms of this  Agreement and on any terms it
                                    sees fit, including, without limitation, the
                                    financing  of the conduct of the  operations
                                    of  the   Partnership,   the   repayment  of
                                    obligations  of  the   Partnership  and  the
                                    Subsidiaries  of  the  Partnership  and  any
                                    other Person in which the Partnership has an
                                    equity investment, and the making of capital
                                    contributions    to    the     Partnership's
                                    Subsidiaries;

                           (5)      the   management,    operation,   expansion,
                                    development,      construction,     leasing,
                                    landscaping, repair, alteration,  demolition
                                    or  improvement  of  any  real  property  or
                                    improvements owned by the Partnership or any
                                    Subsidiary of the Partnership;

                           (6)      the negotiation,  execution, and performance
                                    of  any  contracts,   conveyances  or  other
                                    instruments   that   the   General   Partner
                                    considers useful or necessary to the conduct
                                    of  the  Partnership's   operations  or  the
                                    implementation   of  the  General  Partner's
                                    powers under this  Agreement,  including (i)
                                    contracting with property managers,  leasing
                                    agents,       contractors,       developers,
                                    consultants,   accountants,  legal  counsel,
                                    other   professional   advisors   and  other
                                    agents, and (ii) the payment of such related
                                    expenses   and   compensation   out  of  the
                                    Partnership's assets;

                           (7)      the  distribution  of  Partnership  cash  or
                                    other Partnership  assets in accordance with
                                    this Agreement;

                           (8)      holding, managing, investing and reinvesting
                                    cash and other assets of the Partnership;

                           (9)      the  collection  and receipt of revenues and
                                    income of the Partnership;

                           (10)     the  establishment  of one or more divisions
                                    of  the   Partnership,   the  selection  and
                                    dismissal of  employees  of the  Partnership
                                    (including,  without  limitation,  employees
                                    having  titles  such as  "president,"  "vice
                                    president,"  "secretary"  and "treasurer" of
                                    the   Partnership),   and  agents,   outside
                                    attorneys,   accountants,   consultants  and
                                    contractors  of  the  Partnership,  and  the
                                    determination  of  their   compensation  and
                                    other terms of employment or engagement;



                                       24

<PAGE>



                           (11)     the  maintenance  of such  insurance for the
                                    benefit of the  Partnership and the Partners
                                    as it deems necessary or appropriate;

                           (12)     the  formation  of,  or  acquisition  of  an
                                    interest   in,  and  the   contribution   of
                                    property to, any further  limited or general
                                    partnerships,   joint   ventures   or  other
                                    relationships   that  it   deems   desirable
                                    (including,    without    limitation,    the
                                    acquisition   of   interests   in,  and  the
                                    contributions    of    property    to,   its
                                    Subsidiaries  and any other  Person in which
                                    it has an  equity  investment  from  time to
                                    time);

                           (13)     the  control of any  matters  affecting  the
                                    rights and  obligations of the  Partnership,
                                    including   the   settlement,    compromise,
                                    submission to  arbitration or any other form
                                    of dispute  resolution,  or abandonment  of,
                                    any claim, cause of action,  liability, debt
                                    or  damages,  due or  owing  to or from  the
                                    Partnership,  the commencement or defense of
                                    suits,  legal  proceedings,   administrative
                                    proceedings,  arbitration  or other forms of
                                    dispute  resolution,  and the representation
                                    of the  Partnership  in all  suits  or legal
                                    proceedings,   administrative   proceedings,
                                    arbitrations   or  other  forms  of  dispute
                                    resolution, the incurring of legal expenses,
                                    and  the   indemnification   of  any  Person
                                    against liabilities and contingencies to the
                                    extent permitted by law;

                           (14)     the  undertaking of any action in connection
                                    with the  Partnership's  direct or  indirect
                                    investment in its  Subsidiaries or any other
                                    Person (including,  without limitation,  the
                                    contribution   or  loan  of   funds  by  the
                                    Partnership to such Persons);

                           (15)     the  determination  of the fair market value
                                    of any Partnership  property  distributed in
                                    kind   using  such   reasonable   method  of
                                    valuation as the General Partner may adopt;

                           (16)     the   exercise,   directly  or   indirectly,
                                    through any attorney-in-fact  acting under a
                                    general or limited power of attorney, of any
                                    right,   including   the   right   to  vote,
                                    appurtenant to any asset or investment  held
                                    by the Partnership;

                           (17)     the  exercise  of any of the  powers  of the
                                    General Partner enumerated in this Agreement
                                    on  behalf  of or  in  connection  with  any
                                    Subsidiary of the  Partnership  or any other
                                    Person in which the Partnership has a direct
                                    or indirect  interest,  or jointly  with any
                                    such Subsidiary or other Person;



                                       25

<PAGE>



                           (18)     the  exercise  of any of the  powers  of the
                                    General Partner enumerated in this Agreement
                                    on  behalf  of  any   Person  in  which  the
                                    Partnership   does  not  have  an   interest
                                    pursuant    to    contractual    or    other
                                    arrangements with such Person;

                           (19)     the making,  execution  and  delivery of any
                                    and all  deeds,  leases,  notes,  mortgages,
                                    deeds   of   trust,   security   agreements,
                                    conveyances,      contracts,     guarantees,
                                    warranties,  indemnities,  waivers, releases
                                    or  legal   instruments   or  agreements  in
                                    writing  necessary  or  appropriate,  in the
                                    judgment  of the  General  Partner,  for the
                                    accomplishment of any of the foregoing;

                           (20)     the  issuance  of   additional   Partnership
                                    Interests,  as  appropriate,  in  connection
                                    with  Capital   Contributions   by  Partners
                                    pursuant to Article 5 hereof; and

                           (21)     the  opening of bank  accounts on behalf of,
                                    and in the name of, the  Partnership and its
                                    Subsidiaries.

                  B.  Metropolis and the Limited  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  Partners  (except as  provided in Section  8.1E),
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 agreement  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,  Metropolis or the Limited  Partner or any other Persons under this
Agreement or of any duty stated or implied by law or equity.

                  C. At all times from and after the date  hereof,  the  General
Partner may cause the Partnership to establish and maintain at any and all times
working  capital  accounts and other cash or similar  balances in such amount as
the General Partner, in its sole and absolute discretion,  deems appropriate and
reasonable from time to time.

                  D. Except as  provided  in Section  8.1E,  in  exercising  its
authority under this  Agreement,  the General Partner may, but shall be under no
obligation  to,  take into  account the tax  consequences  to any Partner of any
action  taken by it. The  General  Partner  and the  Partnership  shall not have
liability to the Limited  Partner or  Metropolis  under any  circumstances  as a
result of an  income  tax  liability  incurred  by the  Limited  Partner  or its
partners  or  Metropolis  or its  shareholders  as a  result  of an  action  (or
inaction) by the General  Partner taken  pursuant to its authority  under and in
accordance with this Agreement.



                                       26

<PAGE>



                  E. 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 Limited  Partner  (which may be
given or withheld in its sole and absolute  discretion)  cause or permit (to the
extent within the General Partner's  reasonable control) any Adverse Transaction
to occur; provided however that the General Partner shall be under no obligation
to commence  litigation  or to incur any expense  (unless  JMB/NYC LP shall fund
such  expense)  in order  to  avoid  or  prevent  an  Adverse  Transaction  from
occurring.

                  F. 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  or cause to be  furnished  the  Partners  with
                  annual  statements  of account as of the end of each  calendar
                  year.

                  G. 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.

                  Section 8.2 Certificate of Limited Partnership

                  The  General  Partner  has  filed  the  Certificate  with  the
Secretary of State of Delaware as required by the Act. The General Partner shall
use all reasonable efforts to cause to


                                       27

<PAGE>



be filed such other certificates or documents as may be reasonable and necessary
or appropriate for the formation, continuation, qualification and operation of a
limited partnership (or a partnership in which the limited partners have limited
liability)  in the State of Delaware  and any other  state,  or the  District of
Columbia,  in which the Partnership may elect to do business or own property. To
the  extent  that  such  action  is  determined  by the  General  Partner  to be
reasonable  and  necessary  or  appropriate,  the  General  Partner  shall  file
amendments to and  restatements  of the  Certificate and do all of the things to
maintain the Partnership as a limited partnership (or a partnership in which the
limited partners have limited liability) under the laws of the State of Delaware
and each other state, or the District of Columbia,  in which the Partnership may
elect to do business or own  property.  Subject to the terms of Section  9.5A(3)
hereof,  the General Partner shall not be required,  before or after filing,  to
deliver  or mail a copy  of the  Certificate  or any  amendment  thereto  to any
Limited Partner.

                  Section 8.3 Reimbursement of the General Partner

                  A.  Except as provided in this  Section 8.3 and  elsewhere  in
this  Agreement  (including  the  provisions  of  Articles  6  and  7  regarding
distributions,  payments,  and  allocations  to which it may be  entitled),  the
General  Partner shall not be compensated for its services as general partner of
the Partnership.

                  B. The  General  Partner,  shall be  reimbursed  on a  monthly
basis,  or such  other  basis  as it may  determine  in its  sole  and  absolute
discretion,  for all  expenses  that it incurs  relating  to the  ownership  and
operation of, or for the benefit of, the Partnership;  provided, that the amount
of any such reimbursement shall be reduced by any interest earned by the General
Partner with respect to bank  accounts or other  instruments  or accounts of the
Partnership held by it in its name. Such  reimbursement  shall be in addition to
any reimbursement made as a result of indemnification pursuant to Section 8.6.

                  Section 8.4 Outside Activities of the General Partner

                  A. 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,  without  limitation,  the
ownership, operation, financing and management of real estate, interests in real
estate or real estate-related securities, independently or with others which may
be  competitive  with the  Partnership's  business  or that are  enhanced by the
Partnership's  activities  or  business,  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.



                                       28

<PAGE>



                  B. The  General  Partner  and any  Affiliates  of the  General
Partner may acquire Limited Partner  Interests and shall be entitled to exercise
all rights of a Limited Partner relating to such Limited Partner Interests.

                  C. The Partners  shall be under no  obligation  to  contribute
additional  capital  to the  Partnership  and  the  General  Partner  may  raise
additional capital without any obligation to contribute it to the Partnership.

                  Section 8.5 Contracts with Affiliates

                  A.  The  Partnership  may  lend or  contribute  funds or other
assets to its Subsidiaries or other Persons in which it has an equity investment
and such Persons may borrow funds from the Partnership,  on terms and conditions
established  in the sole and absolute  discretion  of the General  Partner.  The
foregoing  authority  shall  not  create  any right or  benefit  in favor of any
Subsidiary or any other Person.

                  B. Except as provided in Section  8.1E,  the  Partnership  may
Transfer assets to joint  ventures,  other  partnerships,  corporations or other
business  entities  in which it is or thereby  becomes a  participant  upon such
terms  and  subject  to such  conditions  consistent  with  this  Agreement  and
applicable  law as the General  Partner,  in its sole and  absolute  discretion,
believes are advisable.

                  C. The General  Partner,  in its sole and absolute  discretion
and without the approval of Metropolis and the Limited Partner,  may propose and
adopt, on behalf of the Partnership, employee benefit plans, stock option plans,
and similar plans funded by the  Partnership for the benefit of employees of the
General  Partner,  the  Partnership,  Subsidiaries  of  the  Partnership  or any
Affiliate  of  any of  them  in  respect  of  services  performed,  directly  or
indirectly, for the benefit of the Partnership, the General Partner (but only to
the extent such services are related to the Partnership), or any Subsidiaries of
the Partnership.

                  D. The General Partner is expressly  authorized to enter into,
in the name and on behalf of the Partnership,  a "right of first opportunity" or
"right  of  first  offer"  arrangement,  non-competition  agreements  and  other
conflict avoidance agreements with various Affiliates of the Partnership and the
General Partner,  on such terms as the General Partner, in its sole and absolute
discretion, believes are advisable.

                  Section 8.6 Indemnification

                  A. 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


                                       29

<PAGE>



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 or any Subsidiary
of the Partnership  (including,  without limitation,  any indebtedness which the
Partnership  or any Subsidiary of 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  Section  8.6 in  favor  of any  Indemnitee  having  or
potentially  having  liability for any such  indebtedness.  Any  indemnification
pursuant  to this  Section  8.6  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
Section 8.6.

                  B.  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.

                  C. The  indemnification  provided by this Section 8.6 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.

                  D.  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.

                  E. For purposes of this Section 8.6, the Partnership  shall be
deemed to have  requested  an  Indemnitee  to serve as  fiduciary of an employee
benefit plan whenever the  performance  by such  Indemnitee of its duties to the
Partnership  also  imposes  duties on, or otherwise  involves  services by, such
Indemnitee to the plan or  participants  or  beneficiaries  of the plan;  excise
taxes  assessed  on an  Indemnitee  with  respect to an  employee  benefit  plan
pursuant to  applicable  law shall  constitute  fines within the meaning of this
Section 8.6; and actions taken or omitted by the  Indemnitee  with respect to an
employee benefit plan in the performance of its duties for a purpose  reasonably
believed by it to be in the interest of the participant and beneficiaries of the
plan  shall be  deemed  to be for a  purpose  which is not  opposed  to the best
interests of the Partnership.


                                       30

<PAGE>



                  F. 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.

                  G. An Indemnitee shall not be denied  indemnification in whole
or in part under this Section 8.6 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.

                  H. The  provisions  of this Section 8.6 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 Section 8.6 or any provision  hereof
shall be  prospective  only and shall not in any way  affect  the  Partnership's
liability to any  Indemnitee  under this  Section 8.6, 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.

                  Section 8.7 Liability of the General Partner

                  A. Notwithstanding  anything to the contrary set forth in this
Agreement,  the General  Partner and its  officers  and  directors  shall not be
liable for monetary  damages to the  Partnership,  any Partners or any Assignees
for losses  sustained or liabilities  incurred as a result of errors in judgment
or of any act or omission if the General Partner acted in good faith;  provided,
however, the foregoing shall not be deemed to exculpate the General Partner from
any liability the General Partner may have under the GP Contribution Agreement.

                  B.  Metropolis and the Limited Partner  expressly  acknowledge
that the  General  Partner  is  acting  on  behalf  of the  Partnership  and the
stockholder  of the General  Partner  collectively,  that the  General  Partner,
subject to the  provisions  of Section 8.1E hereof,  is under no  obligation  to
consider the  separate  interest of the Limited  Partner in deciding  whether to
cause the  Partnership  to take (or decline to take) any  actions,  and that the
General Partner shall not be liable for monetary  damages for losses  sustained,
liabilities  incurred,  or  benefits  not derived by  Metropolis  or the Limited
Partner in connection with such decisions, provided that the General Partner has
acted in good faith.  With respect to any indebtedness of the Partnership  which
any Limited Partner may have guaranteed,  the General Partner shall have no duty
to keep such indebtedness outstanding.

                  C. Subject to its  obligations  and duties as General  Partner
set forth in Section  8.1A hereof,  the General  Partner may exercise any of the
powers  granted to it by this  Agreement  and perform any of the duties  imposed
upon it  hereunder  either  directly  or by or through  its agent.  The  General
Partner shall not be responsible for any misconduct or negligence on the part of
any such agent appointed by the General Partner in good faith.



                                       31

<PAGE>



                  Section 8.8 Other Matters Concerning the General Partner

                  A. The  General  Partner  may rely and shall be  protected  in
acting, or refraining from acting, upon any resolution,  certificate, statement,
instrument,  opinion, report, notice, request,  consent, order, bond, debenture,
or other  paper or  document  believed  by it in good faith to be genuine and to
have been signed or presented by the proper party or parties.

                  B.  The  General  Partner  may  consult  with  legal  counsel,
accountants, appraisers, management consultants, investment bankers, architects,
engineers, environmental consultants and other consultants and advisers selected
by it, and any act taken or omitted to be taken in  reliance  upon the advice or
opinion of such  Persons as to matters  which such  General  Partner  reasonably
believes to be within such Person's  professional or expert  competence shall be
conclusively  presumed  to have  been  done or  omitted  in  good  faith  and in
accordance with such advice or opinion.

                  C. The General Partner shall have the right, in respect of any
of its  powers  or  obligations  hereunder,  to  act  through  any  of its  duly
authorized  officers and duly  appointed  attorneys-in-fact.  Each such attorney
shall,  to the extent  provided by the General Partner in the power of attorney,
have full power and authority to do and perform all and every act and duty which
is permitted or required to be done by the General Partner hereunder.

                  D.  Notwithstanding  any other  provisions  of this  Agreement
(other  than  Section  8.1E) or the Act,  any action of the  General  Partner on
behalf of the Partnership or any decision of the General Partner to refrain from
acting on behalf of the  Partnership,  undertaken  in the good faith belief that
such action or omission is  necessary  or  advisable in order (i) to protect the
ability  of  Metropolis  to  continue  to  qualify  as a REIT;  or (ii) to avoid
Metropolis incurring any taxes under Section 857 or Section 4981 of the Code, is
expressly  authorized  under this Agreement and is deemed approved by Metropolis
and the Limited Partner.

                  Section 8.9 Title to Partnership Assets

                  Title to Partnership  assets,  whether real, personal or mixed
and  whether  tangible  or  intangible,  shall  be  deemed  to be  owned  by the
Partnership as an entity,  and no Partner,  individually or collectively,  shall
have any ownership  interest in such Partnership  assets or any portion thereof.
Title  to any or all of the  Partnership  assets  may be held in the name of the
Partnership, the General Partner or one or more nominees, as the General Partner
may determine,  including Affiliates of the General Partner. The General Partner
hereby declares and warrants that any Partnership asset for which legal title is
held in the name of the  General  Partner  or any  nominee or  Affiliate  of the
General  Partner shall be held by the General Partner for the use and benefit of
the Partnership in accordance  with the provisions of this Agreement;  provided,
that the General  Partner  shall use its best  efforts to cause  beneficial  and
record  title  to  such  assets  to be  vested  in the  Partnership  as  soon as
reasonably practicable. All Partnership assets shall be


                                       32

<PAGE>



recorded  as  the  property  of  the  Partnership  in  its  books  and  records,
irrespective  of the name in which  legal  title to such  Partnership  assets is
held.

                  Section 8.10 Reliance by Third Parties

                  Notwithstanding  anything to the  contrary in this  Agreement,
any Person  dealing  with the  Partnership  shall be entitled to assume that the
General Partner has full power and authority, without consent or approval of any
other  Partner or Person,  to encumber,  sell or otherwise use in any manner any
and all assets of the  Partnership  and to enter into any contracts on behalf of
the Partnership,  and take any and all actions on behalf of the Partnership, and
such Person shall be entitled to deal with the General Partner as if the General
Partner  were  the  Partnership's  sole  party in  interest,  both  legally  and
beneficially.  Metropolis  and the  Limited  Partner  hereby  waive  any and all
defenses  or other  remedies  which  may be  available  against  such  Person to
contest,  negate or disaffirm  any action of the General  Partner in  connection
with any such  dealing.  In no event shall any Person  dealing  with the General
Partner or its  representatives be obligated to ascertain that the terms of this
Agreement have been complied with or to inquire into the necessity or expedience
of any act or action of the  General  Partner or its  representatives.  Each and
every  certificate,  document  or other  instrument  executed  on  behalf of the
Partnership by the General  Partner or its  representatives  shall be conclusive
evidence in favor of any and every Person relying thereon or claiming thereunder
that (i) at the time of the execution and delivery of such certificate, document
or  instrument,  this  Agreement  was in full force and effect;  (ii) the Person
executing and  delivering  such  certificate,  document or  instrument  was duly
authorized  and  empowered  to do so for and on behalf of the  Partnership;  and
(iii) such  certificate,  document or instrument was duly executed and delivered
in accordance  with the terms and  provisions  of this  Agreement and is binding
upon the Partnership.


                                    ARTICLE 9
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

                  Section 9.1 Limitation of Liability

                  Metropolis  and the Limited  Partner  shall have no  liability
under this Agreement except as expressly  provided in this Agreement,  including
Section 11.5 hereof, or under the Act.

                  Section 9.2 Management of Business

                  None  of  Metropolis,  the  Limited  Partner  or any  Assignee
thereof (other than the General  Partner,  any of its Affiliates or any officer,
director,  employee, agent or trustee of the General Partner, the Partnership or
any of their  Affiliates,  in their  capacity  as such)  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,


                                       33

<PAGE>



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 Metropolis,  the Limited Partner or any Assignee  thereof under
this Agreement.

                  Section 9.3 Outside Activities of Limited Partners

                  Subject to any agreements entered into pursuant to Section 8.7
hereof and any other agreements entered into by Metropolis,  the Limited Partner
or Affiliate thereof with the Partnership or any of its Subsidiaries, Metropolis
and the Limited Partner and any officer,  director,  partner,  employee,  agent,
trustee,  Affiliate  or  shareholder  thereof  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
Metropolis, the Limited Partner or any Assignee thereof. None of Metropolis, the
Limited  Partner  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,  Metropolis,  the Limited Partner or any such other Person, even if
such  opportunity  is of a character  which,  if presented  to the  Partnership,
Metropolis,  the Limited  Partner or such other  Person,  could be taken by such
Person.

                  Section 9.4 Return of Capital

                  Neither  Metropolis nor the Limited  Partner shall be entitled
to the withdrawal or return of its Capital Contribution, except to the extent of
distributions  made  pursuant  to  this  Agreement  or upon  termination  of the
Partnership as provided  herein.  Except to the extent provided by Exhibit A, or
as otherwise expressly provided in this Agreement,  no Partner or Assignee shall
have  priority  over any other  Partner or Assignee,  either as to the return of
Capital Contributions or as to profits, losses or distributions.

                  Section  9.5  Rights  of  Limited  Partners  Relating  to  the
Partnership

                  A. In addition to the other rights  provided by this Agreement
or by the Act, and except as limited by Section 9.5B hereof, each of Metropolis,
the Limited  Partner  and  JMB/NYC LP shall  receive  from the  Partnership  the
following:

                           (1)      copies of all annual and  quarterly  reports
                                    of the Partnership;

                           (2)      a copy of the Partnership's  federal,  state
                                    and  local   income  tax  returns  for  each
                                    Partnership Year; and



                                       34

<PAGE>



                           (3)      a copy of this Agreement and the Certificate
                                    and  all  amendments   and/or   restatements
                                    thereto,  together with  executed  copies of
                                    all  powers of  attorney  pursuant  to which
                                    this  Agreement,  the  Certificate  and  all
                                    amendments and/or restatements  thereto have
                                    been executed.

                  B. In addition, each Limited Partner shall have the right, for
a purpose  reasonably  related to such Limited  Partner's  interest as a limited
partner in the Partnership,  upon written demand with a statement of the purpose
of such demand:

                           (1)      to  obtain  a  current  list of the name and
                                    last known  business,  residence  or mailing
                                    address of each Partner; and

                           (2)      to   obtain   true  and   full   information
                                    regarding   the   amount   of  cash   and  a
                                    description   and  statement  of  any  other
                                    property  or  services  contributed  by each
                                    Partner and which each Partner has agreed to
                                    contribute  in the  future,  and the date on
                                    which each became a Partner.

                  C.  Notwithstanding  any other  provision of this Section 9.5,
the  General  Partner  may keep  confidential  from  Metropolis  and the Limited
Partner,  for such period of time as the General Partner  determines in its sole
and  absolute   discretion  to  be  reasonable,   any  information  (other  than
information  partners of Metropolis and the Limited  Partner require in order to
comply  with law,  including  making  proper tax  filings)  that (i) the General
Partner  reasonably  believes  to be in the  nature  of trade  secrets  or other
information,  the disclosure of which the General Partner in good faith believes
is not in the best interests of the  Partnership or could damage the Partnership
or its  business;  or (ii) the  Partnership  is required by law or by agreements
with an unaffiliated third party to keep confidential.


                                   ARTICLE 10
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

                  Section 10.1 Records and Accounting

                  The  General  Partner  shall  keep or  cause to be kept at the
principal office of the Partnership  those records and documents  required to be
maintained by the Act and other books and records deemed by the General  Partner
to be appropriate with respect to the Partnership's business, including, without
limitation,  all books and  records  necessary  to comply with  applicable  REIT
Requirements   and  to  provide  to  Metropolis  and  the  Limited  Partner  any
information,  lists and copies of documents  required to be provided pursuant to
Sections  9.5A and 10.3 hereof.  Any records  maintained  by or on behalf of the
Partnership  in the regular  course of its business may be kept on, or be in the
form of, punch cards, magnetic tape, photographs, micrographics or any


                                       35

<PAGE>



other  information  storage device,  provided that the records so maintained are
convertible  into clearly  legible  written  form within a reasonable  period of
time. The books of the  Partnership  shall be maintained,  for financial and tax
reporting  purposes,  on an accrual basis in accordance with generally  accepted
accounting principles,  or such other basis as the General Partner determines to
be necessary or appropriate.

                  Section 10.2 Fiscal Year

                  The  fiscal  year of the  Partnership  shall be  defined  as a
calendar year.

                  Section 10.3 Reports

                  A. As soon as  practicable,  but in no event later than ninety
(90) days after the close of each  Partnership  Year, the General  Partner shall
cause to be mailed to each of Metropolis,  the Limited Partner and JMB/NYC LP an
annual report containing financial statements of the Partnership as of the close
of the Partnership Year, or of Metropolis if such statements are prepared solely
on a consolidated basis with Metropolis, for such Partnership Year, presented in
accordance  with GAAP, such statements to be audited by Deloitte & Touche LLP or
another nationally recognized firm of independent public accountants selected by
Metropolis and, until the Approval Right Termination Date, reasonably acceptable
to  JMB/NYC  LP;  provided  that the  failure  of JMB/NYC LP to approve a public
accountant  shall not be deemed to be unreasonable  if such accountant  fails to
confirm in writing to the  Partnership  and  JMB/NYC LP that it will  follow the
allocations of Partnership non-recourse liabilities as provided herein.

                  B.  As  soon  as  practicable,  but  in no  event  later  than
forty-five  (45) days after the close of each calendar  quarter (except the last
calendar  quarter of each calendar year),  the General Partner shall cause to be
mailed to each of  Metropolis,  the  Limited  Partner  and  JMB/NYC  LP a report
containing  unaudited financial statements in the form regularly prepared by the
Partnership as of the last day of the calendar quarter of the Partnership, or of
Metropolis,  if such statements are prepared solely on a consolidated basis with
Metropolis,  and such other  information as may be required by applicable law or
regulation, or as the General Partner determines to be appropriate.

                  C.  Upon  receipt  by  the  Partnership  of a  confidentiality
agreement  in form  annexed  as  Exhibit D hereto  from  JMB/NYC  LP, as soon as
practicable,  but in no event later than thirty (30) days prior to the beginning
of each calendar year,  the General  Partner shall cause to be delivered to each
of Metropolis,  the Limited  Partner and JMB/NYC LP an operating  budget for the
Property, in the form regularly prepared by the Partnership.



                                       36

<PAGE>



                                   ARTICLE 11
                                   TAX MATTERS

                  Section 11.1 Preparation of Tax Returns

                  The General  Partner  shall  arrange for the  preparation  and
timely filing by the  Partnership's  accountants  of all returns of  Partnership
income,  gains,  deductions,  losses and other items required of the Partnership
for federal and state income tax purposes and shall use all  reasonable  efforts
to furnish,  within sixty (60) days of the close of each taxable  year,  the tax
information  reasonably  required  by  Metropolis  and the  Limited  Partner for
federal and state income tax reporting purposes. JMB/NYC LP, as a partner in the
Limited Partner shall be entitled to confer with such accountants concerning all
tax matters.

                  Section 11.2 Tax Elections

                  Except as  otherwise  provided  herein,  the  General  Partner
shall,  in its sole  and  absolute  discretion,  determine  whether  to make any
available  election  pursuant to the Code.  The General  Partner shall elect the
"remedial method" of making Section 704(c)  allocations  pursuant to Regulations
Section  1.704-3  with respect to property  contributed  to  Partnership  by the
Limited  Partner and shall not make the election  under  Section 754 of the Code
prior to  January 1, 1997,  unless  otherwise  requested  by  Metropolis  or the
Limited Partner and in the event of any such request,  the General Partner shall
comply with the request of Metropolis or the Limited Partner as to the making of
Section  704(c)  allocations  and the making (or  revocation)  of a Section  754
election.  The  General  Partner  shall have the right to seek to revoke any tax
election it makes  (other than (i) the  election to use the  remedial  method of
making the Section 704(c) allocations  described in this Section 11.2 or another
method of making Section 704(c) allocations requested by the Limited Partner and
(ii) the election  under  Section 754 of the Code),  upon the General  Partner's
determination,  in its sole and absolute discretion,  that such revocation is in
the best interests of the Partners.

                  Section 11.3 Tax Matters Partner

                  A. The General  Partner shall be the "tax matters  partner" of
the Partnership (within the meaning of Section 6231(a)(7) of the Code) and shall
exercise  such position on a reasonable  basis and in  accordance  with Sections
8.1D and 8.1E.  Pursuant to Section  6230(e) of the Code, upon receipt of notice
from  the  Internal  Revenue  Service  of  the  beginning  of an  administrative
proceeding  with  respect to the  Partnership,  the tax  matters  partner  shall
furnish  the  Internal  Revenue  Service  with  the  name,   address,   taxpayer
identification number, and profit interest of each of Metropolis and the Limited
Partner and the Assignees thereof;  provided,  that such information is provided
to the Partnership by Metropolis, the Limited Partner and the Assignees.



                                       37

<PAGE>



                  B. The taking of any action and the  incurring  of any expense
by the tax matters partner in connection with any such proceeding, except to the
extent  required by law, is a matter in the sole and absolute  discretion of the
tax  matters  partner and the  provisions  relating  to  indemnification  of the
General  Partner  set  forth in  Section  8.6 of this  Agreement  shall be fully
applicable to the tax matters partner in its capacity as such.

                  C. The tax matters partner shall receive no  compensation  for
its  services.  All third party costs and  expenses  incurred by the tax matters
partner in performing its duties as such  (including  legal and accounting  fees
and  expenses)  shall be  borne  by the  Partnership.  Nothing  herein  shall be
construed to restrict the Partnership from engaging an accounting firm to assist
the tax matters  partner in  discharging  its duties  hereunder,  so long as the
compensation paid by the Partnership for such services is reasonable.

                  Section 11.4 Organizational Expenses

                  The  Partnership  shall  elect  to  deduct  expenses,  if any,
incurred by it in  organizing  the  Partnership  ratably over a sixty (60) month
period as provided in Section 709 of the Code.

                  Section 11.5 Withholding

                  Each of Metropolis and the Limited  Partner hereby  authorizes
the  Partnership  to withhold  from such  Partner any amount of federal,  state,
local, or foreign taxes that the General Partner determines that the Partnership
is  required  to withhold  or pay with  respect to any amount  distributable  or
allocable  to such  Partner  pursuant  to  this  Agreement,  including,  without
limitation,  any  taxes  required  to be  withheld  or paid  by the  Partnership
pursuant to Sections 1441, 1442, 1445, or 1446 of the Code. Any amounts withheld
shall be treated as having been distributed to such Partner.


                                   ARTICLE 12
                            TRANSFERS AND WITHDRAWALS

                  Section 12.1 Transfer

                  A. The term  "Transfer,"  when  used in this  Article  12 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  General
Partner Interest to another Person or by which Metropolis or the Limited Partner
purports  to assign all or any part of its Limited  Partner  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 12. Any Transfer or purported


                                       38

<PAGE>



Transfer of a Partnership  Interest not made in accordance  with this Article 12
shall be null and void.

                  C. Subject to any  provisions  of this  Agreement  relating to
Adverse Transactions,  each of Metropolis and the General Partner shall have the
right to Transfer its Partnership Interest in its sole discretion.

                  Section  12.2  General  Partner's   Purchase  Right;   Limited
Partner's Put Rights

                  A. The General  Partner shall have the  continuing  right (the
"Purchase  Right"),  exercisable as set forth in the next sentence to acquire or
cause its designee to acquire the Partnership  Interest of the Limited  Partner,
free and clear of any liens, restrictions and encumbrances (other than those set
forth in this  Agreement),  for an amount (the "Purchase Price Amount") equal to
the greater of (x) the amount that would be distributed  to the Limited  Partner
pursuant to Section 14.2 of this Agreement  (after repaying all debt encumbering
the  Property)  if the  Property  were sold  (and all  proceeds  therefrom  were
distributed  to the Partners in accordance  with such Section) for a cash amount
equal to the  quotient  of (A) the  product  of two  times  the  Property's  Net
Operating Income for the period of January 1, 2000 through June 30, 2000 and (B)
0.12 (the  "Formula  Price"),  and (y)  $1,414,141.00.  The General  Partner may
exercise the Purchase Right in its discretion at any time following the earliest
of (i) the Default Date (as hereinafter defined), (ii) the date on which JMB/NYC
LP no longer  holds any  partnership  interest in the Limited  Partner and (iii)
March 1, 2001; provided, that an exercise of the Purchase Right pursuant to this
clause  (iii)  may only be made by  delivery  of a  Purchase  Right  Notice  (as
hereinafter  defined) by the General Partner to the Limited Partner during March
or April  of  calendar  year  2001 and in any  March  or April  thereafter.  The
Purchase Right shall be exercised upon fifteen (15) business days' prior written
notice (the  "Purchase  Right  Notice") from the General  Partner to the Limited
Partner (which shall not be delivered before fifteen (15) business days prior to
the date giving rise to such  exercise)  and shall be  consummated,  without any
action  on the  part of the  Limited  Partner,  on the  fifteenth  business  day
following  delivery of the Purchase Right Notice.  Payment of the Purchase Price
Amount  shall be a joint and  several  obligation  of the  General  Partner  and
Metropolis.  If the exercise of the  Purchase  Right is prior to January 1, 2001
pursuant to clause (i) or (ii) above, then the Formula Price shall be calculated
based on the  Property's  Net Operating  Income for the first full calendar year
immediately  preceding  the  date  of  exercise.   The  Limited  Partner  hereby
constitutes  and appoints the General  Partner and its  authorized  officers and
attorneys-in-fact, in each case with full power of substitution, as its true and
lawful agent and  attorney-in-fact,  with full power and  authority in its name,
place and stead to execute, swear to, acknowledge,  deliver, file and record all
certificates,  documents,  and  other  instruments  in order to  effectuate  the
transfer  pursuant  to the  Purchase  Right and the Put  Right  (as  hereinafter
defined).

                  B.  JMB/NYC  LP has (i)  caused  the  JMB/NYC  Indemnitors  to
execute  and  deliver to the General  Partner  the  JMB/NYC  Indemnity  and (ii)
delivered  to the General  Partner a marketable  security in form and  substance
acceptable to the General Partner which is guaranteed


                                       39

<PAGE>



by the full faith and credit of the United States of America and which will have
a market  value as of March 1, 2001 of no less  than  $5,714,285  (the  "JMB/NYC
Collateral").   The  General  Partner  shall  hold  the  JMB/NYC  Collateral  in
accordance  with the terms  hereof and  JMB/NYC LP hereby  reaffirms  its grant,
pursuant to the Original  Agreement to the General  Partner of a first  priority
perfected  security  interest  therein  and  agrees to take such  actions as the
General  Partner may  reasonably  request to ratify,  confirm and continue  such
security interest. JMB/NYC LP shall be charged with all income accrued under the
JMB/NYC  Collateral  prior to its  liquidation  and  application  by the General
Partner in  accordance  herewith.  The General  Partner  may,  at its  election,
liquidate the JMB/NYC  Collateral  and hold or distribute  the proceeds  thereof
free and clear of any  interest  of  JMB/NYC  LP and  demand  payment  under the
JMB/NYC Indemnity if (1) JMB/NYC LP or any of its officers, directors, partners,
stockholders,  agents or affiliates  (collectively,  the "Controlled  Entities")
intentionally   interferes  with,  impedes  or  prevents   (including,   without
limitation,  the  filing  by  JMB/NYC  LP  of a  voluntary  petition  under  the
Bankruptcy Code or any other federal or state  bankruptcy or insolvency  statute
or any  Controlled  Entity joining an involuntary  petition  against  JMB/NYC LP
under the Bankruptcy Code or such other statute) (x) the exercise by the General
Partner  of  the  Purchase  Right,  (y)  any  disposition,   mortgage,   pledge,
encumbrance,  hypothecation  or exchange  (whether by or through any intervening
entity or entities) of the Property or of  Metropolis'  Partnership  Interest by
Metropolis or the merger or other  combination of the  Partnership  with or into
another entity,  in accordance  with the terms of this Agreement;  provided that
such disposition, mortgage, pledge, encumbrance, hypothecation, exchange, merger
or other  combination  does not  constitute  an  Adverse  Transaction,  or (z) a
Metropolis  Sale;  provided  that such  Metropolis  Sale does not  constitute an
Adverse Transaction (i.e., that in connection with such Metropolis Sale, JMB/NYC
LP receives its  proportionate  share of the Limited  Partner Sale  Distribution
Amount)  and  (2)  such  action   (individually   a  "Prohibited   Action"  and,
collectively, the "Prohibited Actions") is not revoked or rescinded within sixty
(60) days after notice by the indemnitee  thereunder to the JMB/NYC  Indemnitors
so as to permit the consummation of the transaction described in clause (x), (y)
or (z) above  unimpeded  by any action by  JMB/NYC  LP or any of the  Controlled
Entities. If JMB/NYC LP shall take a Prohibited Action and the Prohibited Action
is not revoked or rescinded  by the sixtieth day after notice by the  indemnitee
thereunder  to the  JMB/NYC  Indemnitors  (the  earlier of March 1, 2001 and the
expiration  of such 60 day  period,  the  "Default  Date") so as to  permit  the
consummation  of the  transaction  described  in  clause  (x),  (y) or (z) above
unimpeded  by any action by JMB/NYC LP or any of the  Controlled  Entities,  the
General  Partner shall have the  continuing  right at any time after the Default
Date to exercise  the  Purchase  Right  pursuant to Section  12.2A.  The General
Partner shall deliver the JMB/NYC  Collateral to JMB/NYC LP upon the  expiration
of the preference  period under Section 547 of the Bankruptcy Code following (A)
the  transfer of the  interest of the Limited  Partner  pursuant to the Purchase
Right or the Put Right,  (B) a sale or other  transfer  of the  Property  by the
Partnership to the extent  permitted under the terms of this Agreement,  in each
case  without  JMB/NYC  LP or any  other  Controlled  Entity  having  taken  any
Prohibited  Action, or (C) receipt by the General Partner of all amounts payable
under the JMB/NYC Indemnity following the occurrence of a Prohibited Action. The
General  Partner's  right to apply the  proceeds  of the JMB/NYC  Collateral  as
provided herein shall be


                                       40

<PAGE>



reduced on a dollar for dollar basis to the extent the General Partner  receives
payments from the JMB/NYC  Indemnitors  under the JMB/NYC Indemnity in excess of
$8,571,429.

                  C. The Limited  Partner shall have the  continuing  right (the
"Put Right")  exercisable  at any time after January 1, 2001 during the month of
September in 2001 and in the month of September in any calendar year  thereafter
to require  the General  Partner  and  Metropolis,  jointly  and  severally,  to
purchase the Partnership Interest of the Limited Partner,  free and clear of all
liens,  restrictions,  and  encumbrances  (other  than  those  set  forth in the
Agreement)  for a cash amount (the "Put Price")  equal to the greater of (x) the
Formula  Price and (y)  $1,010,101.00.  The Put Right shall be  exercised by the
Limited  Partner  upon fifteen  (15) days prior  written  notice (the "Put Right
Notice") to the General Partner and shall be consummated,  without any action on
the part of the Limited Partner, within fifteen (15) days following the delivery
of the Put Right Notice.

                  D. In  connection  with the  exercise  of either the  Purchase
Right or the Put Right,  the Limited Partner shall pay all transfer taxes,  gain
taxes and other similar costs related to the exercise of such rights, including,
in the case of the Put Right,  any additional  transfer taxes and transfer gains
taxes which would be retroactively  assessed with respect to the transfer of the
Property to the  Partnership  pursuant to the Plan by reason of the  exercise of
the Put Right.

                  E. Notwithstanding  anything to the contrary in this Agreement
or otherwise, payments or distributions made by the Partnership pursuant to this
Agreement (including in connection with the transactions  contemplated in clause
(G) of the definition of "Adverse  Transaction" and clause (i) of the definition
of "Capital  Transaction"),  or by the General Partner or Metropolis pursuant to
Sections  12.2A  and  12.2C,  shall  be  made  (i) in the  case of  payments  or
distributions  to the  Limited  Partner,  in the ratio of 99.001% to JMB/NYC LP,
pursuant  to wire  transfer  instructions  of JMB/NYC  LP, and .999% to 237/1290
Upper Tier GP Corp.,  pursuant to wire transfer  instructions  of Metropolis and
(ii) in the case of  payments  or  distributions  to  Metropolis  or the General
Partner, 100% pursuant to wire transfer instructions of Metropolis, in each case
without reduction for any fees, expenses or costs.

                  Section 12.3 Transfer of the General Partner Interest

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

                  B. If the  General  Partner  withdraws  as general  partner in
accordance  with  clause  12.3A  above,   its  General  Partner  Interest  shall
immediately  be converted  into a Limited  Partner  Interest  and the  successor
General Partner shall be entitled to receive distributions from


                                       41

<PAGE>



the Partnership and the share of Net Income,  Net Losses, any other items, gain,
loss,  deduction  and  credit  that  are  attributable  to the  General  Partner
Interest.

                  Section 12.4 Limited Partner's Rights to Transfer

                  A.  Metropolis  may  Transfer  all or any part of its  Limited
Partner  Interest  in its sole  discretion  and without the consent of any other
Partner.

                  B. The  Limited  Partner may  Transfer  all or any part of its
Limited  Partner  Interest  to any person or entity  without  the prior  written
consent of the General Partner.  The Limited Partner shall not pledge,  encumber
or place a lien on its  Limited  Partner  Interest  without  the  prior  written
consent of the General  Partner.  No successor  to any of the Limited  Partner's
Limited Partner  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 12.4
may be granted or withheld by the General Partner in its sole discretion.

                  Section 12.5 Substituted Limited Partners

                  A. The General  Partner shall have the right to consent to the
admission of a transferee who receives  Limited  Partner  Interests  pursuant to
Section 12.5,  which consent may be given or withheld by the General  Partner in
its sole and absolute  discretion.  The General  Partner's failure or refusal to
permit such  transferee to become a Substituted  Limited  Partner shall not give
rise to any cause of action against the Partnership or any Partner.

                  B. A transferee who has been admitted as a Substituted Limited
Partner in accordance  with this Article 12 shall have all the rights and powers
and be subject to all the  restrictions  and  liabilities  of a limited  partner
under this Agreement.

                  C. No Permitted  Transferee  will be admitted as a Substituted
Limited  Partner unless (i) such transferee has furnished to the General Partner
(a) evidence of acceptance in form satisfactory to the General Partner of all of
the terms and conditions of this Agreement,  including,  without limitation, the
power of attorney  granted in Section 3.4 and 12.2(A)  hereof and (b) such other
documents or instruments as may be required in the reasonable  discretion of the
General  Partner in order to effect such  Person's  admission  as a  Substituted
Limited  Partner and (ii) the General Partner has consented to such admission in
accordance  with Section  12.6A.  Upon the  admission of a  Substituted  Limited
Partner,  the General Partner shall amend Exhibit C to reflect the name, address
and  Limited  Partner  Interest  of  such  Substituted  Limited  Partner  and to
eliminate  or adjust,  if  necessary,  the name,  address  and  interest  of the
predecessor of such Substituted Limited Partner.



                                       42

<PAGE>



                  Section 12.6 General Provisions

                  A. No Limited Partner may withdraw from the Partnership  other
than as a  result  of a  permitted  Transfer  of all of such  Limited  Partner's
Limited Partner Interests in accordance with this Article 12.

                  B. Any Limited  Partner who shall  Transfer all of its Limited
Partner  Interests  in a Transfer  permitted  pursuant to this  Article 12 shall
cease to be a  Limited  Partner  upon the  admission  of all  Assignees  of such
Limited Partner Interests as Substituted Limited Partners.

                  C.  Without  the  consent of the  General  Partner,  transfers
pursuant  to this  Article  12 may only be made as of the  first day of a fiscal
quarter of the Partnership.

                  D. If any  Partnership  Interest  is  transferred  or assigned
during the  Partnership's  fiscal year in compliance with the provisions of this
Article 12 on any day other than the first day of a Partnership  Year,  then Net
Income,  Net Losses,  each item thereof and all other items attributable to such
interest for such  Partnership  Year shall be divided and allocated  between the
transferor  Partner  and the  transferee  Partner by taking into  account  their
varying  interests during the Partnership Year in accordance with Section 706(d)
of the Code, using the interim closing of the books method.  Solely for purposes
of making such  allocations,  each of such items for the calendar month in which
the Transfer or assignment occurs shall be allocated to the transferee  Partner,
and none of such items for the calendar month in which an exchange  occurs shall
be allocated to the  exchanging  Partner,  provided,  however,  that the General
Partner may adopt such other  conventions  relating to allocations in connection
with  transfers,  assignments,  or exchanges as it  determines  are necessary or
appropriate.  All  distributions of Available Cash  attributable to such Limited
Partner Interest with respect to which the Partnership Record Date is before the
date of such transfer,  assignment,  or exchange shall be made to the transferor
Partner  or the  exchanging  Partner,  as the case may be,  and in the case of a
Transfer or assignment  other than an exchange,  all  distributions of Available
Cash thereafter  attributable to such Limited Partner  Interest shall be made to
the transferee Partner.


                                   ARTICLE 13
                              ADMISSION OF PARTNERS

                  Section 13.1 Admission of Successor General Partner

                  A successor to all of the General Partner Interest pursuant to
Section 12 hereof 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


                                       43

<PAGE>



be required to effect the  admission.  In the case of such  admission on any day
other than the first day of a Partnership  Year, all items  attributable  to the
General Partner Interest for such  Partnership  Year shall be allocated  between
the transferring  General Partner and such successor as provided in Section 12.6
hereof.

                  Section 13.2 Admission of Additional Limited Partners

                  A.  A  Person  who  makes  a  Capital   Contribution   to  the
Partnership  in  accordance  with  this  Agreement  shall  be  admitted  to  the
Partnership as an Additional Limited Partner only upon furnishing to the General
Partner (i) evidence of acceptance in form  satisfactory  to the General Partner
of all of the  terms  and  conditions  of  this  Agreement,  including,  without
limitation,  the power of attorney  granted in Section  3.4 and, if  applicable,
12.2(A)  hereof and (ii) such other  documents or instruments as may be required
in the  discretion  of the  General  Partner  in order to effect  such  Person's
admission as an Additional Limited Partner.

                  B.  Notwithstanding  anything to the  contrary in this Section
13.2, no Person shall be admitted as an Additional  Limited  Partner without the
consent of the General  Partner,  which  consent may be given or withheld in the
General Partner's sole and absolute  discretion.  The admission of any Person as
an Additional  Limited Partner shall become effective on the date upon which the
name of such Person is  recorded  on the books and  records of the  Partnership,
following the consent of the General Partner to such admission.

                  C.  If any  Additional  Limited  Partner  is  admitted  to the
Partnership on any day other than the first day of a Partnership  Year, then Net
Income,  Net  Losses,  each item  thereof and all other  items  allocable  among
Partners and Assignees for such  Partnership  Year shall be allocated among such
Additional  Limited  Partner and all other Partners and Assignees by taking into
account their varying  interests  during the Partnership Year in accordance with
Section  706(d) of the Code,  using the  interim  closing  of the books  method.
Solely  for  purposes  of making  such  allocations,  each of such items for the
calendar  month in which an admission of any Additional  Limited  Partner occurs
shall be  allocated  among all of the  Partners and  Assignees,  including  such
Additional Limited Partner.  All distributions of Available Cash with respect to
which the Partnership  Record Date is before the date of such admission shall be
made  solely to  Partners  and  Assignees,  other  than the  Additional  Limited
Partner, and all distributions of Available Cash thereafter shall be made to all
of the Partners and Assignees, including such Additional Limited Partner.

                  Section 13.3 Amendment of Agreement and Certificate of Limited
Partnership

                  For the  admission  to the  Partnership  of any  Partner,  the
General Partner shall take all steps necessary and appropriate  under the Act to
amend the records of the  Partnership  and, if necessary,  to prepare as soon as
practical an amendment of this Agreement (including,  if applicable,  amendments
of Exhibits A and B) and, if required by law, shall prepare and file an


                                       44

<PAGE>



amendment  to the  Certificate  and may for this  purpose  exercise the power of
attorney granted pursuant to Section 3.4 hereof.


                                   ARTICLE 14
                    DISSOLUTION, LIQUIDATION AND TERMINATION

                  Section 14.1 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.  Subject to Section 8.1E
hereof, the Partnership shall dissolve,  and its affairs shall be wound up, only
upon the first to occur of any of the following ("Liquidating Events"):

                  A. the  expiration  of its term as  provided  in  Section  3.5
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,  provided that a withdrawal of the General Partner in
connection with a Transfer of its General Partner  Interest shall be governed by
the provisions of Section 12.3A hereof;

                  C. until the Approval Right  Termination  Date, an election to
dissolve the Partnership  made by the General  Partner,  with the consent of the
Limited  Partner  (which  may be given  or  withheld  in its  sole and  absolute
discretion);

                  D. from and the after  Approval  Right  Termination  Date,  an
election to dissolve the Partnership  made by the General  Partner,  in its sole
and absolute discretion;

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

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

                  Section 14.2 Winding Up

                  A. Upon the occurrence of a Liquidating Event, the Partnership
shall  continue  solely for the purposes of winding up its affairs in an orderly
manner,  liquidating its assets,  and satisfying the claims of its creditors and
Partners. No Partner shall take any action that is


                                       45

<PAGE>



inconsistent with, or not necessary to or appropriate for, the winding up of the
Partnership's  business and  affairs.  The General  Partner,  or, if there is no
remaining General Partner, any Person elected by Metropolis (the General Partner
or such other Person  being  referred to herein as the  "Liquidator"),  shall be
responsible for overseeing the winding up and dissolution of the Partnership and
shall take full account of the  Partnership's  liabilities  and property and the
Partnership  property  shall be  liquidated  as promptly as is  consistent  with
obtaining the fair value thereof,  and the proceeds therefrom (which may, to the
extent determined by the General Partner,  include shares of beneficial interest
or other  securities of the General Partner) shall be applied and distributed in
the following order:

                  (1)      First,  to the  payment and  discharge  of all of the
                           Partnership's  debts  and  liabilities  to  creditors
                           other than the Partners;

                  (2)      Second,  to the payment and  discharge  of all of the
                           Partnership's  debts and  liabilities  to the General
                           Partner and Metropolis;

                  (3)      Third,  to the  payment and  discharge  of all of the
                           Partnership's  debts and  liabilities  to the Limited
                           Partner; and

                  (4)      The  balance,  if any,  to  Metropolis,  the  General
                           Partner and  Limited  Partner to the extent of and in
                           accordance  with  the  positive   balances  in  their
                           Capital   Accounts   after   giving   effect  to  all
                           contributions, distributions, and allocations for all
                           periods.

The  General  Partner  shall not  receive any  additional  compensation  for any
services performed pursuant to this Article 14.

                  B.  Notwithstanding  the  provisions  of Section  14.2A hereof
which require  liquidation of the assets of the Partnership,  but subject to the
order of priorities  set forth therein,  if prior to or upon  dissolution of the
Partnership  the Liquidator  determines that an immediate sale of part or all of
the  Partnership's  assets would be impractical or would cause undue loss to the
Partners,  the Liquidator may, in its sole and absolute discretion,  defer for a
reasonable  time the  liquidation of any asset except those necessary to satisfy
liabilities of the Partnership (including to those Partners as creditors) and/or
distribute  to the  Partners,  in lieu of cash,  as  tenants  in  common  and in
accordance with the provisions of Section 14.2A hereof,  undivided  interests in
such  Partnership  assets as the Liquidator  deems not suitable for liquidation.
Any such distributions in kind shall be made only if, in the good faith judgment
of the Liquidator,  such  distributions in kind are in the best interests of the
Partners,  and shall be subject to such  conditions  relating to the disposition
and  management  of such  properties  as the  Liquidator  deems  reasonable  and
equitable and to any  agreements  governing the operation of such  properties at
such time. The Liquidator  shall determine the fair market value of any property
distributed in kind using such reasonable method of valuation as it may adopt.



                                       46

<PAGE>



                  C. In the discretion of the Liquidator,  a pro rata portion of
the  distributions  that  would  otherwise  be  made  to  the  General  Partner,
Metropolis and Limited Partner pursuant to this Article 14 may be:

                           (1)      distributed to a trust  established  for the
                                    benefit of the General  Partner,  Metropolis
                                    and  Limited  Partner  for the  purposes  of
                                    liquidating  Partnership assets,  collecting
                                    amounts owed to the Partnership,  and paying
                                    any contingent or unforeseen  liabilities or
                                    obligations   of  the   Partnership  or  the
                                    General   Partner   arising  out  of  or  in
                                    connection with the Partnership.  The assets
                                    of any such trust  shall be  distributed  to
                                    the General Partner,  Metropolis and Limited
                                    Partner from time to time, in the reasonable
                                    discretion  of the  Liquidator,  in the same
                                    proportions  as the  amount  distributed  to
                                    such   trust   by  the   Partnership   would
                                    otherwise  have  been   distributed  to  the
                                    General Partner,  Metropolis and the Limited
                                    Partner pursuant to this Agreement; or

                           (2)      withheld or escrowed to provide a reasonable
                                    reserve    for    Partnership    liabilities
                                    (contingent or otherwise) and to reflect the
                                    unrealized   portion   of  any   installment
                                    obligations   owed   to   the   Partnership,
                                    provided  that  such  withheld  or  escrowed
                                    amounts shall be  distributed to the General
                                    Partner,  Metropolis and Limited  Partner in
                                    the manner and order of  priority  set forth
                                    in Section 14.2A as soon as practicable.

                  Section 14.3 No Obligation to Contribute Deficit

                  If any  Partner has a deficit  balance in his 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.

                  Section 14.4 Rights of Limited Partners

                  Except as otherwise  provided in this Agreement,  each 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.  Except as  otherwise  provided  in this
Agreement,  no Partner  shall  have  priority  over any other  Partner as to the
return of its Capital Contributions, distributions, or allocations.



                                       47

<PAGE>



                  Section 14.5 Notice of Dissolution

                  If a  Liquidating  Event occurs or an event occurs that would,
but for the  provisions  of an election  or  objection  by one or more  Partners
pursuant  to Section  14.1,  result in a  dissolution  of the  Partnership,  the
General  Partner  shall,  within thirty (30) days  thereafter,  provide  written
notice thereof to each of the Partners.

                  Section 14.6  Termination of Partnership  and  Cancellation of
Certificate of Limited Partnership

                  Upon the completion of the  liquidation  of the  Partnership's
assets, as provided in Section 14.2 hereof, the Partnership shall be terminated,
a certificate of  cancellation  shall be filed,  and all  qualifications  of the
Partnership as a foreign  limited  partnership in  jurisdictions  other than the
state of Delaware  shall be canceled and such other  actions as may be necessary
to terminate the Partnership shall be taken.

                  Section 14.7 Reasonable Time for Winding-Up

                  A reasonable time shall be allowed for the orderly  winding-up
of the business and affairs of the Partnership and the liquidation of its assets
pursuant  to Section  14.2  hereof in order to  minimize  any  losses  otherwise
attendant  upon such  winding-up,  and the  provisions of this  Agreement  shall
remain in effect among the Partners during the period of liquidation.

                  Section 14.8 Waiver of Partition

                  Each  Partner  hereby  waives  any right to  partition  of the
Partnership property.


                                   ARTICLE 15
                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

                  Section 15.1 Amendments

                  A. The  General  Partner  shall  have the power,  without  the
consent of Metropolis or the Limited Partner,  to amend this Agreement as may be
required to facilitate or implement any of the following purposes:

                           (1)      to  add to the  obligations  of the  General
                                    Partner  or  surrender  any  right  or power
                                    granted  to  the  General   Partner  or  any
                                    Affiliate  of the  General  Partner  for the
                                    benefit  of   Metropolis   or  the   Limited
                                    Partner;



                                       48

<PAGE>



                           (2)      to  reflect  the  admission,   substitution,
                                    termination,  or  withdrawal  of Partners in
                                    accordance with this Agreement;

                           (3)      to  set  forth  the  designations,   rights,
                                    powers,   duties,  and  preferences  of  the
                                    holders   of  any   additional   Partnership
                                    Interests  issued  pursuant  to Section  5.3
                                    hereof;

                           (4)      to  reflect  a  change  that  (i)  is  of an
                                    inconsequential   nature   or  to  cure  any
                                    ambiguity,   correct   or   supplement   any
                                    provision in this Agreement not inconsistent
                                    with law or with other  provisions,  or make
                                    other   changes   with  respect  to  matters
                                    arising under this  Agreement  that will not
                                    be   inconsistent   with  law  or  with  the
                                    provisions of this Agreement,  and (ii) does
                                    not  adversely  affect   Metropolis  or  the
                                    Limited Partner in any material respect; and

                           (5)      to satisfy any requirements,  conditions, or
                                    guidelines    contained    in   any   order,
                                    directive,  opinion, ruling or regulation of
                                    a federal or state  agency or  contained  in
                                    federal or state law.

The General Partner shall provide notice to Metropolis, JMB/NYC LP and the
Limited Partner when any action under this Section 15.1A is taken.

                  B. Notwithstanding  Section 15.1A hereof, this Agreement shall
not be amended  without the Consent of each Partner  adversely  affected  (which
consent may be given or withheld in its sole and  absolute  discretion)  if such
amendment  would (i) convert a Limited  Partner  Interest into a general partner
interest; (ii) modify the limited liability of Metropolis or the Limited Partner
in a manner  adverse  to such  Partner;  (iii)  alter  rights of the  Partner to
receive  distributions  pursuant to Article 6 or Article 14, or the  allocations
specified  in Article 7 (except as  permitted  pursuant to Article 4 and Section
15.1A(3)  hereof);  (iv) cause the termination of the  Partnership  prior to the
time set forth in Section 3.5 or 14.1; or (v) amend this Section 15.1B. Further,
no amendment may alter the restrictions on the General  Partner's  authority set
forth in Section 14.1C without the Consent specified in that section.

                  C. Notwithstanding  Section 15.1A or Section 15.1B hereof, the
General  Partner  shall  not  amend at any  time  prior  to the  Approval  Right
Termination  Date,  Article II, Article XI, or Sections 4.1, 8.1D,  8.1E,  9.5A,
10.3,  12.2,  14.1,  14.3, or 15.1C,  without the consent of the Limited Partner
which consent may be given or withheld in its sole and absolute discretion.

                  Section 15.2 Meetings of the Partners

                  A.  Meetings  of the  Partners  may be called  by the  General
Partner.  The request  shall state the nature of the business to be  transacted.
Notice of any such  meeting  shall be given to all  Partners not less than seven
(7) days nor more than thirty (30) days prior to the date of such


                                       49

<PAGE>



meeting.  Partners may vote in person or by proxy at such meeting.  Whenever the
vote or Consent of  Metropolis  or the Limited  Partner is permitted or required
under  this  Agreement,  such vote or  Consent  may be given at a meeting of the
Partners.  Except as otherwise expressly provided in this Agreement, the Consent
of holders of a majority of the  Partnership  Interests  held by Partners  shall
control.

                  B. Any action  required or  permitted to be taken at a meeting
of the  Partners  may be taken  without a meeting if a written  consent  setting
forth the action so taken is signed by a majority of the  Partnership  Interests
of the  Partners  (or such other  percentage  as is  expressly  required by this
Agreement). Such consent may be in one instrument or in several instruments, and
shall have the same force and effect as a vote of a majority of the  Partnership
Interests of the Partners (or such other percentage as is expressly  required by
this Agreement). Such consent shall be filed with the General Partner. An action
so taken shall be deemed to have been taken at a meeting  held on the  effective
date so certified.

                  C. Each of  Metropolis  and the Limited  Partner may authorize
any Person or Persons to act for him by proxy on all matters in which Metropolis
or the Limited Partner is entitled to participate,  including  waiving notice of
any meeting, or voting or participating at a meeting. Every proxy must be signed
by Metropolis or the Limited Partner, as applicable, or his attorney-in-fact. No
proxy  shall be valid after the  expiration  of eleven (11) months from the date
thereof unless otherwise  provided in the proxy.  Every proxy shall be revocable
at the  pleasure of  Metropolis  or the Limited  Partner,  as  applicable,  such
revocation to be effective upon the  Partnership's  receipt of written notice of
such revocation from the Partner executing such proxy.

                  D. Each  meeting of the  Partners  shall be  conducted  by the
General Partner or such other Person as the General Partner may appoint pursuant
to such rules for the  conduct of the  meeting  as the  General  Partner or such
other  Person  deems  appropriate.  Meetings of Partners may be conducted in the
same manner as meetings of the  stockholders  of the General  Partner and may be
held at the same  time,  and as part of,  meetings  of the  stockholders  of the
General Partner.


                                   ARTICLE 16
                               GENERAL PROVISIONS

                  Section 16.1 Addresses and Notice

                  Any notice, demand, request or report required or permitted to
be given or made to a Partner  or  Assignee  under  this  Agreement  shall be in
writing and shall be deemed given or made when  delivered in person or when sent
by first class United States mail or by other means of written  communication to
the  Partner or  Assignee  at the  address  set forth in Exhibit C or such other
address of which the Partner shall notify the General Partner in writing.



                                       50

<PAGE>



                  Section 16.2 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.

                  Section 16.3 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.

                  Section 16.4 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.

                  Section 16.5 Binding Effect

                  This Agreement  shall be binding upon and inure to the benefit
of the parties hereto (and with respect to Section 8.1E, 9.5A,  Section 10.3 and
Section  12.2E,  binding upon and to the benefit of JMB/NYC LP) and their heirs,
executors,  administrators,  successors,  legal  representatives  and  permitted
assigns.

                  Section 16.6 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.

                  Section 16.7 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.

                  Section 16.8 Counterparts

                  This Agreement may be executed in  counterparts,  all of which
together shall  constitute one agreement  binding on all of the parties  hereto,
notwithstanding that all such parties


                                       51

<PAGE>



are not  signatories to the original or the same  counterpart.  Each party shall
become bound by this Agreement immediately upon affixing its signature hereto.

                  Section 16.9 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.

                  Section 16.10 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.

                  Section 16.11 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.

                  Section 16.12 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.


                                       52

<PAGE>



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

                    METROPOLIS REALTY TRUST, INC.


                    By: /s/ Andrew S. Cohen
                        --------------------------------------------
                          Name:   Andrew S. Cohen
                          Title:  Vice President


                    237/1290 UPPER TIER ASSOCIATES, L.P.

                    By:   237/1290 Upper GP Corp., general partner


                          By: /s/ Andrew S. Cohen
                              -------------------------------------
                               Name:   Andrew S. Cohen
                               Title:  Vice President


                    1290 GP CORP.


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


                    Solely with respect to Section 12.2B hereof:

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

                    By:   Carlyle Managers, Inc., its General Partner


                          By:________________________________________
                               Name:
                               Title:




                                       53

<PAGE>



                                    Exhibit A
                                    ---------

                                   Allocations



1.       Allocation of Net Income and Net Loss.

         (a) Net Income.  Except as  otherwise  provided in this  Exhibit A, Net
Income (or items thereof) (other than Net Income,  or items thereof,  arising in
connection with a Capital Transaction) of the Partnership for any fiscal year or
other  applicable  period shall be allocated to the Partners first in accordance
with any prior allocation of Net Losses,  other than Nonrecourse  Deductions and
Partner Nonrecourse Deductions,  pro rata, until each Partner has been allocated
an amount of Net Income  pursuant to this clause equal to the cumulative  amount
of Net  Losses,  other  than  Nonrecourse  Deductions  and  Partner  Nonrecourse
Deductions,  that have been  allocated to such  Partner,  and  thereafter to the
Partners  in  accordance  with the manner in which  Available  Cash has been (or
would be, if the  Partnership  had an amount of Available Cash equal to such Net
Income)  distributed to the Partners,  other than  distributions  representing a
return of Capital Contributions.

         (b) Net Loss. Except as otherwise  provided in this Exhibit A, Net Loss
(or items thereof) (other than Net Loss, or items thereof, arising in connection
with a Capital  Transaction)  of the  Partnership  for each fiscal year or other
applicable  period shall be allocated to the Partners  first in accordance  with
the positive  Capital  Account  balances of the Partners,  pro rata,  until such
Capital  Accounts  have been reduced to zero,  and  thereafter 1% to the General
Partner, 94.05% to Metropolis and 4.95% to the Limited Partner.  Notwithstanding
the preceding sentence,  to the extent any Net Loss (or items thereof) allocated
to a Partner under this subparagraph (b) would cause such Partner  (hereinafter,
a "Restricted Partner") to have an Adjusted Capital Account Deficit, or increase
the amount of an existing Adjusted Capital Account Deficit, as of the end of the
fiscal year or other applicable period to which such Net Loss relates,  such Net
Loss shall not be  allocated  to such  Restricted  Partner and instead  shall be
allocated to the other Partner(s) (hereinafter, the "Permitted Partner").

         (c) Capital Transaction;  Liquidation. Allocations of Net Income or Net
Loss (or items thereof) in connection with a Capital  Transaction or Liquidation
of the  Partnership  shall first be made so that,  to the extent  possible,  the
General  Partner's  Capital Account balance is $1,  Metropolis'  Capital Account
balance is $274,375,365  and the Limited  Partner's  Capital Account is equal to
$100,000,  and the  remainder of such Net Income or Net Loss (or items  thereof)
shall be  allocated  to the  Partners  in a manner  that  results in the Capital
Account  of each  Partner  being  equal to the  distribution  to which each such
Partner is entitled  pursuant to paragraph 4 of this Exhibit A.  Notwithstanding
the preceding  sentence,  to the extent any Net Loss (or items thereof) would be
allocated to a Restricted  Partner  under this  subparagraph  (c), such Net Loss
shall not be allocated to such Restricted Partner and instead shall be allocated
to the Permitted Partner.



                                       A-1

<PAGE>



         (d) Rules of Construction.

             (1) Capital Account  Increases.  For purposes of making allocations
pursuant to  subparagraph  1(c) of this Exhibit A, a Partner's  Capital  Account
balance  shall  be  deemed  to be  increased  by  such  Partner's  share  of any
Partnership  Minimum Gain and Partner Minimum Gain remaining at the close of the
fiscal period in respect of which such allocations are being made.

             (2) Change in Partnership  Interests.  If any Partner's Partnership
Interest  changes  during  a  fiscal  year  for any  reason,  including  without
limitation, the Transfer of any interest in the Partnership, the tax allocations
contained in this Exhibit A shall be applied as necessary to reflect the varying
interests of the Partners during such year.

2. Special  Allocations.  Notwithstanding  any provisions of paragraph 1 of this
Exhibit A, the following special allocations shall be made.

         (a)  Minimum  Gain  Chargeback  (Nonrecourse  Liabilities).  Except  as
otherwise provided in Section  1.704-2(f) of the Regulations,  if there is a net
decrease in  Partnership  Minimum Gain for any  Partnership  fiscal  year,  each
Partner shall be specially  allocated  items of Partnership  income and gain for
such year  (and,  if  necessary,  subsequent  years) in an amount  equal to such
Partner's  share of the net decrease in  Partnership  Minimum Gain to the extent
required by Regulations Section  1.704-2(f).  The items to be so allocated shall
be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations.
This  subparagraph  2(a) is intended to comply with the minimum gain  chargeback
requirement  in  said  section  of the  Regulations  and  shall  be  interpreted
consistently therewith.  Allocations pursuant to this subparagraph 2(a) shall be
made in proportion to the  respective  amounts  required to be allocated to each
Partner pursuant hereto.

         (b) Partner Minimum Gain  Chargeback.  Except as otherwise  provided in
Section 1.704-2(i)(4) of the Regulations,  if there is a net decrease in Partner
Minimum Gain attributable to a Partner  Nonrecourse Debt during any fiscal year,
each Partner who has a share of the Partner  Minimum Gain  attributable  to such
Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of
the Regulations,  shall be specially  allocated items of Partnership  income and
gain for such year (and, if necessary,  subsequent  years) in an amount equal to
that  Partner's   share  of  the  net  decrease  in  the  Partner  Minimum  Gain
attributable  to such Partner  Nonrecourse  Debt to the extent and in the manner
required by Section 1.704-2(i) of the Regulations.  The items to be so allocated
shall be determined in accordance with Sections 1.704- 2(i)(4) and (j)(2)(ii) of
the Regulations.  This  subparagraph 2(b) is intended to comply with the minimum
gain chargeback  requirement with respect to Partner  Nonrecourse Debt contained
in Section  1.704-2 of the  Regulations  and shall be  interpreted  consistently
therewith.  Allocations  pursuant  to this  subparagraph  2(b)  shall be made in
proportion to the  respective  amounts  required to be allocated to each Partner
pursuant hereto.



                                       A-2

<PAGE>



         (c) Qualified  Income Offset.  If a Partner  unexpectedly  receives any
adjustments,    allocations    or    distributions    described    in   Sections
1.704-1(b)(2)(ii)(d)(4),  (5) or (6) of the Regulations, and such Partner has an
Adjusted Capital Account Deficit,  items of Partnership  income (including gross
income) and gain shall be  specially  allocated to such Partner in an amount and
manner  sufficient to eliminate the Adjusted  Capital Account Deficit as quickly
as possible as required by the Regulations.  This  subparagraph 2(c) is intended
to constitute a "qualified income offset" under Section  1.704-1(b)(2)(ii)(d) of
the Regulations and shall be interpreted consistently therewith.

         (d) Nonrecourse Deductions.  Nonrecourse Deductions for any fiscal year
or other applicable period shall be allocated to the Partners in accordance with
their respective Partnership Interests.

         (e) Partner Nonrecourse Deductions.  Partner Nonrecourse Deductions for
any fiscal year or other applicable period with respect to a Partner Nonrecourse
Debt shall be specially allocated to the Partner that bears the economic risk of
loss  for  such  Partner   Nonrecourse   Debt  (as  determined   under  Sections
1.704-2(b)(4) and 1.704-2(i)(1) of the Regulations).

         (f) Intent of  Allocations.  The  parties  intend  that the  allocation
provisions of this Exhibit A shall result in final Capital  Account  balances of
the  Partners  that  equal  to the  amounts  distributable  to the  Partners  in
accordance  with  paragraph  4(b) of this  Exhibit  A, so that when  liquidating
distributions  are made in accordance with such final Capital  Account  balances
under Section 14.2A(4) hereof, such distributions will be able to return to each
Partner the amounts  distributable  to the Partner in accordance  with paragraph
4(b) of this Exhibit A. To the extent that such final Capital  Account  balances
do not so  reflect  the  intent  of  this  Exhibit  A,  income  and  loss of the
Partnership  for the  current  year  and  future  years,  as  computed  for book
purposes, shall be allocated among the Partners so as to result in final Capital
Account  balances  reflecting  the intent of this  Exhibit A. This  subparagraph
shall  control  notwithstanding  any  reallocation  of  income,  loss,  or items
thereof,  as computed for book purposes,  by the Internal Revenue Service or any
other taxing authority.

         (g) Section 754 Adjustment. To the extent an adjustment to the adjusted
tax basis of any asset of the Partnership pursuant to Section 734(b) of the Code
or   Section   743(b)   of  the   Code  is   required,   pursuant   to   Section
1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining
Capital Accounts, the amount of such adjustment to the Capital Accounts shall be
treated as an item of gain (if the adjustment  increases the basis of the asset)
or loss (if the adjustment  decreases such basis) and such gain or loss shall be
specially allocated among the Partners in a manner consistent with the manner in
which each of their  respective  Capital  Accounts  are  required to be adjusted
pursuant to such section of the Regulations.



                                       A-3

<PAGE>



3.       Tax Allocations.

         (a) Items of Income or Loss.  Except as is  otherwise  provided in this
Exhibit  A, an  allocation  of  Partnership  Net Income or Net Loss to a Partner
shall be treated as an allocation to such Partner of the same share of each item
of income,  gain,  loss,  deduction  and item of tax-  exempt  income or Section
705(a)(2)(B)  expenditure  (or item  treated  as such  expenditure  pursuant  to
Regulations  Section  1.704-1(b)(2)(iv)(i))  ("Tax  Items")  that is taken  into
account in computing Net Income or Net Loss.

         (b) Section 1245/1250  Recapture.  If any portion of gain from the sale
of Partnership  assets is treated as gain which is ordinary  income by virtue of
the  application  of Code Sections  1245 or 1250  ("Affected  Gain"),  then such
Affected Gain shall be allocated  among the Partners in the same proportion that
the depreciation and  amortization  deductions  giving rise to the Affected Gain
were allocated.  This subparagraph 3(b) shall not alter the amount of Net Income
(or items  thereof)  allocated  among the Partners,  but merely the character of
such Net Income (or items thereof).  For purposes hereof,  in order to determine
the  proportionate  allocations of depreciation and amortization  deductions for
each fiscal year or other  applicable  period,  such deductions  shall be deemed
allocated  on the same  basis  as Net  Income  and Net Loss for such  respective
period.

         (c) Precontribution Gain. The Partnership shall use the remedial method
of allocation  contained in Section  1.704-3(d) of the  Regulations to take into
account any  variation  between the adjusted  basis and the fair market value of
the Property ("Precontribution Gain"). By executing this Agreement, each Partner
hereby  agrees to report  income,  gain,  loss and  deduction on such  Partner's
federal  income tax return in a manner  that is  consistent  with the use of the
remedial method of allocation with respect to the Property.  With respect to any
contributed  property  other than the Property,  the  Partnership  shall use any
permissible method contained in the Regulations promulgated under Section 704(c)
of the Code selected by the General  Partner,  in its sole  discretion,  to take
into account any variation between the adjusted basis of such asset and the fair
market  value of such  asset as of the time of the  contribution.  Each  Partner
hereby  agrees to report  income,  gain,  loss and  deduction on such  Partner's
federal  income tax return in a manner  consistent  with the method  used by the
Partnership.

         (d)  Allocations  Respecting  Section 704(c) and  Revaluations.  If any
asset has a Gross Asset Value which is different from the Partnership's adjusted
basis for such asset for federal income tax purposes because the Partnership has
revalued such asset pursuant to Regulations  Section  1.704-1(b)(2)(iv)(f),  the
allocations  of Tax Items shall be made in  accordance  with the  principles  of
Section  704(c) of the Code and the  Regulations  and the methods of  allocation
promulgated  thereunder,  provided,  however, that with respect to the Property,
income,  gain,  loss  and  deduction  with  respect  to such  property  shall be
allocated  using  the  "remedial  method"   described  in  Regulations   Section
1.704-3(b).  The intent of this subparagraph 3(d) and subparagraph 3(c) above is
that the Limited Partner will bear, through reduced allocations of depreciation,
increased allocations of gain or other items, the tax detriments associated with
any


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<PAGE>



Precontribution  Gain. This  subparagraph  3(d) and subparagraph  3(c) are to be
interpreted consistently with such intent.

         (e) Excess Nonrecourse  Liability Safe Harbor.  Pursuant to Regulations
Section 1.752- 3(a)(3), for purposes of determining each Partner's proportionate
share of the "excess nonrecourse  liabilities" of the Partnership (as defined in
Regulations  Section  1.752-3(a)(3)),  the  Partners'  respective  interests  in
Partnership  profits  shall be  determined  in  accordance  with each  Partner's
Partnership Interest;  provided,  however, that each Partner who has contributed
an asset to the Partnership shall be allocated,  to the extent possible, a share
of "excess  nonrecourse  liabilities" of the  Partnership  which results in such
Partner being allocated  nonrecourse  liabilities in an amount which is at least
equal to the amount of income  pursuant  to  Section  704(c) of the Code and the
Regulations promulgated thereunder (the "Liability  Shortfall").  If there is an
insufficient  amount of  nonrecourse  liabilities to allocate to each Partner an
amount of  nonrecourse  liabilities  equal to the Liability  Shortfall,  then an
amount of  nonrecourse  liabilities  to the extent of, the  Liability  Shortfall
shall be allocated  to the Limited  Partner.  The effect of using the  "remedial
method"  described in Regulation  Section  1.704-3(d)  shall be that the Limited
Partner shall receive an allocation of Partnership  Nonrecourse Liabilities that
on the date hereof is not less than $129,700,000.

         (f) References to Regulations. Any reference in this Exhibit A or the
Agreement to a provision of proposed and/or temporary Regulations shall, if such
provision is modified or renumbered, be deemed to refer to the successor
provision as so modified or renumbered, but only to the extent such successor
provision applies to the Partnership under the effective date rules applicable
to such successor provision.

         (g) Successor Partners. For purposes of this Exhibit A, a transferee of
a Partnership  Interest  shall be deemed to have been  allocated the Net Income,
Net Loss and other items of Partnership income, gain, loss, deduction and credit
allocable to the  transferred  Partnership  Interest that  previously  have been
allocated to the transferor Partner pursuant to this Agreement.

4.       Distributions.

         (a) Available Cash. Except as set forth in subparagraph (b),  Available
Cash shall be distributed in the following order of priority:

                  (i)  100%  to  Metropolis  until  it  has  received  aggregate
distributions  on or after the  Effective  Date  pursuant to this clause  (a)(i)
equal to an amount which, when added to all prior distributions to Metropolis on
or after the Effective Date made pursuant to clause (b)(i) below, equals 12% per
annum  cumulative  compounded  on its  Adjusted  Contribution,  commencing  with
respect to each Capital Contribution,  on the date such Capital Contribution was
made or deemed to have been made pursuant to Article 5 hereof;



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<PAGE>



                  (ii)  100%  to  Metropolis  until  it has  received  aggregate
distributions  on or after the Effective  Date  pursuant to this clause  (a)(ii)
equal to an amount which, when added to all prior distributions to Metropolis on
or after the  Effective  Date made  pursuant to clauses  (b)(ii) and b(v) below,
equals the Adjusted Contribution; and

                  (iii) 1% to the  General  Partner,  94.05% to  Metropolis  and
4.95% to the Limited Partner.

     (b) Capital Transactions. The net proceeds of Capital Transactions shall be
distributed in the following order of priority:

                  (i)  100%  to  Metropolis  until  it  has  received  aggregate
distributions  on or after the Effective  Date  pursuant to this clause  (b)(i),
which,  when added to all prior  distributions  to  Metropolis  made pursuant to
clause  (a)(i)  above,  equals  the  product  of (x) .5 and (y)  12%  per  annum
cumulative compounded on its Adjusted  Contribution,  commencing with respect to
each Capital  Contribution,  on the date such Capital  Contribution  was made or
deemed to have been made pursuant to Article 5 hereof;

                  (ii)  100%  to  Metropolis  until  it has  received  aggregate
distributions  on or after the Effective  Date  pursuant to this clause  (b)(ii)
equal to an amount which when added to all prior  distributions to Metropolis on
or  after  the  Effective   Date  made  pursuant  to  clause   (a)(ii),   equals
$107,171,971;

                  (iii) of the next $500,000, 90% to the Limited Partner and 10%
to Metropolis;

                  (iv)  100%  to  Metropolis  until  it has  received  aggregate
distributions  on or after the Effective  Date  pursuant to this clause  (b)(iv)
which,  when  added to all prior  distributions  to  Metropolis  on or after the
Effective Date made pursuant to clauses (a)(i) and (b)(i),  equals 12% per annum
cumulative compounded on its Adjusted  Contribution,  commencing with respect to
each Capital  Contribution,  on the date such Capital  Contribution  was made or
deemed to have been made pursuant to Article 5 hereof;

                  (v)  100%  to  Metropolis  until  it  has  received  aggregate
distributions  on or after the  Effective  Date  pursuant to this clause  (b)(v)
which,  when  added to all prior  distributions  to  Metropolis  on or after the
Effective Date made pursuant to clauses (a)(ii) and (b)(ii), equals the Adjusted
Contribution; and

                  (vi) 1% to the General Partner, 94.05% to Metropolis and 4.95%
to the Limited Partner.

         For  purposes  of this  Section 4, with  respect to a  Metropolis  Sale
(other than a Metropolis  Sale in connection  with which JMB/NYC LP receives its
proportionate share of the Limited


                                       A-6

<PAGE>



Partner Sale Distribution Amount), the net proceeds of such disposition shall be
an amount equal to the net  proceeds (or the fair market value of the  property)
received by the stockholders of Metropolis  participating  in such  disposition,
divided  by  the  percentage  derived  by  dividing  the  number  of  shares  of
Metropolis'  common  stock  that are the  subject  of such  disposition,  by the
aggregate number of shares of Metropolis common stock outstanding at the time of
such disposition.

         For  purposes of this  Section 4, with  respect to any sale,  exchange,
transfer,  encumbrance  or  other  disposition  (other  than a  sale,  exchange,
transfer,  encumbrance or other  disposition in connection with which JMB/NYC LP
receives  its  proportionate  share of the  Limited  Partner  Sale  Distribution
Amount), whether by or through any intervening entity or entities, of all or any
portion of  Metropolis'  Partnership  Interest,  the net  proceeds of such sale,
exchange, transfer, encumbrance or other disposition shall be an amount equal to
the net  proceeds  (or the  fair  market  value  of the  property)  received  by
Metropolis (or any  intervening  entity or entities),  divided by the percentage
derived by dividing the percentage of the Metropolis'  Partnership Interest that
is  the  subject  of  such  sale,  exchange,  transfer,   encumbrance  or  other
disposition,  by the percentage of the Metropolis'  Partnership  Interest in the
Partnership.


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<PAGE>


                                    Exhibit C

                Partners' Contributions and Partnership Interests


                                              Cash Agreed
                                               Value of
Name and Address of Partner                  Contributions         % Interest

Metropolis
Metropolis Realty Trust, Inc.                $274,375,365              94.05%
c/o Victor Capital Group, L.P.
605 Third Avenue - 26th Floor
New York, NY  10158
Attn:  John Klopp

Limited Partner
237/1290 Upper Tier Associates, L.P.             $100,000               4.95%
c/o Victor Capital Group, L.P.
605 Third Avenue - 26th Floor
New York, NY  10158
Attn:  John Klopp

General Partner
1290 GP Corp.                                          $1               1.00%
c/o Victor Capital Group, L.P.
605 Third Avenue - 26th Floor
New York, NY  10158
Attn:  John Klopp



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