EXHIBIT 4.1
-----------



                            PROMISSORY NOTE


December 1, 2004


     For value received, the undersigned, JMB/245 Park Avenue Associates
Ltd., an Illinois limited partnership ("Payor"), promises to pay, ON
DEMAND, to the order of JMB Realty Corporation, a Delaware corporation
("Payee") the aggregate unpaid principal amount hereof reflected on either
the books and records of Payee or on Schedule 1 attached hereto and
incorporated herein, and (ii) accrued interest on such outstanding
principal amount as further provided hereinafter.

     Interest ("Interest") (computed on the basis of a 365- (or, if
applicable 366-) day year) on the unpaid balance hereof from time to time
shall accrue at a PER ANNUM rate equal to the "Base Rate" as announced from
time to time by Bank of America plus 1% PER ANNUM (changing as and when
such "Base Rate" changes) from the original date hereof. Interest hereunder
shall accrue and be payable on June 30, 2004, and thereafter on
September 30, December 31, March 31 and June 30 of each calendar year until
the date of demand hereunder at which time all previously unpaid accrued
Interest hereon shall be due and payable; provided that if Borrower shall
fail to pay the unpaid balance of the Principal on the date of such demand
or any installment of interest provided herein, then Interest shall accrue
on such unpaid amount at the Base Rate, plus 1% PER ANNUM, until the date
upon which such unpaid amount is paid in full; provided, further, that
whenever any payment to be made hereunder shall be due on a day other than
a day when commercial banks are open for normal business in Chicago,
Illinois, such payment shall be made on the next succeeding day when such
banks shall be open (and such extension of time shall be included in the
computation of Interest due on such day).  Any accrued and unpaid Interest
on this Note shall be compounded on a quarterly basis as of the last day of
each calendar quarter.

     Payor may prepay without premium or penalty all or any part of the
principal or interest evidence by this note at any time. Prepayments shall
be applied first to interest then accrued (whether or not the interest
period has then elapsed) and then to principal.

     The undersigned further agrees, subject only to any limitation
imposed by applicable law, to pay all expenses of every kind, including
reasonable attorney's fees and costs, incurred by Payee in endeavoring to
collect any amounts payable hereunder which are not paid when due whether
or not any lawsuit is ever filed with respect thereto. Payments of both
principal and interest shall be made in lawful money of the United States
of America in immediately available federal funds, in accordance with
instructions issued by Payee from time to time.

     Payor and all sureties, endorsers, and guarantors of this Note (i)
waive demand, presentment for payment, notice of non-payment, protest,
notice of protest, notice of intent to accelerate, acceleration and all
other notice, filing of suit and diligence in collecting this Note, (ii)
agree that Payee or any other holder hereof shall not be required first to
institute suit in order to enforce payment of this Note, and (iii) consent
to any extension or postponement of time of payment of this Note and to any
other indulgence with respect hereto without notice thereof to any of them.








                                   1


<PAGE>


     This Note is intended to be performed in accordance with and only to
the extent permitted by all applicable law. If any portion of this Note or
the application thereof to any person or circumstance shall, for any reason
and to any extent, be invalid or unenforceable, neither the remainder of
this instrument nor the application of such provisions to other persons or
circumstances shall be affected thereby, but rather shall be enforced to
the greatest extent permitted by law.

     No single or partial exercise by Payee, or delay or omission in the
exercise by Payee, of any right or remedy shall preclude, waive or limit
any other or further exercise thereof or the exercise of any other right or
remedy. This Note may not be modified or amended except in a writing
expressly intended for such purpose and executed by Payor and Payee. Payee
may elect, in its sole discretion, to direct Payor to pay all or any
portion of the principal and interest payable hereunder to any person or
entity specified by Payee. Payee may assign, transfer pledge or otherwise
encumber this Note from time to time in its sole discretion.

     This Note shall be binding upon and inure to the benefit of Payor and
Payee and their respective successors and assigns; provided, however, that
Payor may not assign any of Payor's obligations hereunder except upon the
prior written consent of Payee, which consent Payee may grant or withhold
in its sole and absolute discretion.

     This Note is secured by and pursuant to the terms of that certain
Security Agreement (First Priority/Membership Interest), dated as of May 7,
2001, by and between Payor and Payee (as amended, the "Security
Agreement").  Neither Payor, nor any of Payor's heirs, successors or
assigns shall have any personal liability whatsoever hereunder.  Except as
otherwise may be provided in the Security Agreement, Payee, and its
successors and assigns, and all other persons dealing with Payee shall look
solely to the Collateral (as defined in the Security Agreement) for the
payment of any claims or for the performance of Payor's obligations
hereunder.

     This Note is made under and governed by the internal laws of the
State of Illinois.


                            JMB/245 PARK AVENUE ASSOCIATES, LTD.
                            an Illinois limited partnership

                            By:   JMB PARK AVENUE, INC.
                                  a Delaware corporation,
                                  General Partner


                                  By:  /s/ Patrick Meara
                                       ------------------------------
                                  Its: President




















                                   2


<PAGE>


                              SCHEDULE 1
                              ----------



Attached to Promissory Note dated December 1, 2004 of JMB/245 Park Avenue
Associates, Ltd., an Illinois limited partnership, payable to the order of
JMB Realty Corporation, a Delaware corporation.

                          PRINCIPAL PAYMENTS
                          ------------------

--------------------------------------------------------------------------



Date       Amount of        Unpaid           Unpaid           Notation
           Principal        Interest         Principal        Made by
           Advanced         (as of date      Balance
           (Repaid)         specified)

12/1/04    172,000.00          --            172,000.00       GJH

--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------------------------------------------------




























                                   3