NOTE

$104,759,324                            February   17,  1997


      FOR VALUE RECEIVED, the undersigned, AMFAC/JMB HAWAII,
INC.  (herein  called  "Borrower"),  a  Hawaii  corporation,
hereby  promises  to  pay  to  NORTHBROOK  CORPORATION  (the
"Payee") the principal sum of ONE HUNDRED FOUR MILLION SEVEN
HUNDRED   FIFTY-NINE  THOUSAND  THREE  HUNDRED   TWENTY-FOUR
DOLLARS  ($104,759,324) on February 17, 2007 (the  "Maturity
Date"), with interest (computed on the basis of a 365-  (or,
if applicable, 366-) day year) on the unpaid balance thereof
at  a  per  annum rate equal to the "Base Rate" as announced
from  time  to  time  by Bank of Hawaii plus  2%  per  annum
(changing  as  and when such "Base Rate" changes)  from  the
date  hereof,  payable  on  the 15th  day  of  May,  August,
November and February in each year, commencing May 15, 1997;
provided,  that the Payee may, at its option, defer  all  or
any  portion  of the interest payable on any such  date  (in
which  case  such  deferred amounts shall be  added  to  the
principal  of the loan), but in no event shall such  payment
be deferred beyond the Maturity Date.

      Payments  of  principal and premium, if  any,  and  of
interest on this Note are to be made in lawful money of  the
United  States  of America at the principal  office  of  the
Payee in Chicago, Illinois.

      If  any  of the following events ("Events of Default")
occurs and is continuing

           (a)   Borrower fails to pay any principal  hereon
when  the   same  shall become due and  payable,  or  fails,
within  five  day after    the same becomes due payable,  to
pay any undeferred interest   hereon;

          (b)  Borrower fails to make any payment in respect
of  any     of  Borrower's indebtedness for  borrowed  money
having  an  aggregate       principal amount  of  more  than
$1,000,000  when  due  (whether  by     scheduled  maturity,
required prepayment, acceleration, demand or      otherwise,
but  subject  to any applicable grace period)  or  fails  to
perform or observe any other condition or covenant,  or  any
other      event shall occur or condition shall exist, under
any   agreement  or     instrument  relating  to  any   such
indebtedness  for borrowed money,   if the  effect  of  such
failure,  event  or  condition is to cause,  or   to  permit
holders  of  such  indebtedness to cause, such  indebtedness
to become due prior to its expressed maturity;

          (c)  Borrower becomes insolvent or generally fails
to  pay,    or  admits in writing its inability to  pay  its
debts  as  they  become      due;  Borrower  applies  for  a
trustee,  receiver  or  other  custodian     for  it  or   a
substantial  part of its property; a trustee,  receiver   or
other   custodian  is  appointed  for  Borrower  or  for   a
substantial     part  of its property;  or  any  bankruptcy,
reorganization,  debt      arrangement,  or  other  case  or
proceeding under any bankruptcy or      insolvency  law,  or
any  dissolution or liquidation proceeding, is     commenced
in respect of Borrower; or

           (d)  a final judgment or order for the payment of
money  in   excess  of  $50,000 shall  be  rendered  against
Borrower  or any of its   subsidiaries and such judgment  or
order shall continue unsatisfied   and unstayed for a period
of 30 days,

then,  in the case of any Event of Default under clause  (c)
above,  all  indebtedness evidenced by  this  Note  and  all
interest   hereon   shall  automatically   be   and   become
immediately  due and payable, and in the case of  any  other
Event  of  Default,  the holder hereof  may,  by  notice  to
Borrower,  declare all indebtedness evidenced by  this  Note
and  all  interest hereon to be forthwith due  and  payable,
whereupon  all indebtedness evidenced by this Note  and  all
such  interest will become and be forthwith due and payable,
all  without presentment, demand, protest or further  notice
of  any  kind, all of which are hereby expressly  waived  by
Borrower.

      Borrower  acknowledges that its obligations  hereunder
constitute  "Senior  Indebtedness"  for  purposes   of   the
Indenture,  dated  as  of March 14,  1989,  among  Borrower,
certain  of  Borrower's  affiliates, and  Continental  Bank,
National  Association,  as  trustee,  as  the  same  may  be
amended,  supplemented or otherwise modified  from  time  to
time.

      Notwithstanding anything to the contrary contained  in
this  Note, no director, officer or employee of the Borrower
shall  have  any  personal liability of any kind  or  nature
directly or indirectly in connection with this Note.

      This  Note  shall  be  governed by  and  construed  in
accordance with the laws of the State of Illinois applicable
to  contracts made and to be wholly performed in said State,
including,  but  not  limited to, the legality  of  interest
rate.

                              AMFAC/JMB HAWAII, INC.


                              By___________________________
                               Title:   Vice President