March 20, 1996



Heller Financial, Inc.
500 West Monroe Street
15th Floor
Chicago, Illinois  60661

          Re:   $7,000,000  Loan ("Loan")  from  Heller
          Financial,    Inc.    ("Lender")    to    THE
          COSMOPOLITAN AT MEARS PARK, LLC,  a  Delaware
          limited liability company ("Borrower")

Ladies & Gentlemen:

           Reference is hereby made to the above-referenced  Loan
evidenced by that certain Promissory Note Secured by Mortgage  of
even  date herewith ("Note") and secured by, among other  things,
that certain Mortgage, Assignment of Rents and Security Agreement
of  even date herewith ("Mortgage").  All capitalized terms  used
herein  and  not otherwise defined shall have the  same  meanings
ascribed to them in the Note and/or the Mortgage.

            Patrick Carney herein referred to as a "Principal" is
a  manager  of Borrower and shall directly or indirectly  benefit
from  the  making  of  the Loan.  It is in the  direct  financial
interest  and to the benefit of Principal to execute and  deliver
this  letter  agreement ("Agreement") to Lender so as  to  induce
Lender  to  make  the  Loan to and for the benefit  of  Borrower.
Accordingly, Principal agrees that Principal shall, together with
Borrower, be jointly and severally personally liable to  pay  the
following  (collectively the "Retained  Liabilities"):   (A)  the
Principal Amount in the event of, and all damages, including  but
not  limited to attorneys' fees and expenses, arising  from,  the
breach  of the provisions contained in Paragraphs 8 (inspection),
10  (financial  statements), 15 (transfers  of  the  property  or
beneficial  interest in Borrower; assumption), 16 (no  additional
liens) and 17 (single asset entity) of the Mortgage; and (B)  all
damages,  including  but  not  limited  to  attorneys'  fees  and
expenses, arising from:

          (i)   the collection and receipt of proceeds and income
          from  the Property and the other assets and obligations
          securing the Loan by or for the benefit of Borrower  or
          Principal following an Event of Default which  are  not
          paid  to  Lender  or  applied to the  Property  in  the
          ordinary course of business;

    (ii)  fraud;

          (iii)     material misrepresentation;

          (iv)  misapplication or misappropriation of funds which
          come into the possession of Borrower or Principal;

          (v)  intentional or material waste to the Property; or

          (vi)   the  obligations  set  forth  in  the  Hazardous
          Substance   Indemnity  Agreement  from   Borrower   and
          Principal to Lender of even date herewith, as hereafter
          amended, if at all.

           Principal agrees that the liability of Principal shall
be  direct  and  immediate  as  a primary  and  not  a  secondary
obligation  or  liability, and is not conditional  or  contingent
upon  the  pursuit of any remedies against Borrower or any  other
person,  or  against  any collateral or  liens  held  by  Lender.
Principal waives any rights which it may have to require that (a)
Lender  first  proceed against Borrower or any  other  person  or
entity  with  respect to the Retained Liabilities or  (b)  Lender
first  proceed against any collateral held by Lender or  (c)  any
party  to  be  joined in any proceeding to enforce  the  Retained
Liabilities.

          Principal waives any rights to enforce any remedy which
Lender  may  have against Borrower, any rights to participate  in
any   security  for  the  Loan  and  any  rights  of   indemnity,
reimbursement,  contribution or subrogation which  Principal  may
have against Borrower with respect to the Retained Liabilities.

           Principal consents and agrees that Lender may  at  any
time, and from time to time, without notice to or further consent
from  Principal and either with or without consideration  do  any
one   or  more  of  the  following,  all  without  affecting  the
agreements contained herein or the liability of Principal for the
Retained  Liabilities:   (a)  release  Principal  hereunder;  (b)
surrender  without substitution any property or other  collateral
of  any  kind  or  nature whatsoever held by Lender,  or  by  any
person,  firm  or corporation on Lender's behalf or for  Lender's
account,  securing  the  Loan or the  Retained  Liabilities;  (c)
modify  the terms of any document evidencing, securing or setting
forth the terms of the Loan; (d) grant releases, compromises  and
indulgences  with respect to the Loan or the Retained Liabilities
or  any  persons or entities now or hereafter liable thereon;  or
(e)  take or fail to take any action of any type whatsoever  with
respect to the Loan or the Retained Liabilities.

           Principal  hereby waives and agrees not to  assert  or
take advantage of any defense based upon:

           (a)   The  incapacity,  lack of  authority,  death  or
     disability of Borrower or any other person or entity;

           (b)   The  failure  of Lender to  commence  an  action
     against  Borrower  or  to  proceed against  or  exhaust  any
     security  held by Lender at any time or to pursue any  other
     remedy whatsoever at any time;

           (c)   Any  duty on the part of Lender to  disclose  to
     Principal  any  facts  Lender  may  now  or  hereafter  know
     regarding  Borrower regardless of whether Lender has  reason
     to  believe that any such facts materially increase the risk
     beyond  that which Principal intends to assume or has reason
     to  believe  that  such  facts  are  unknown  to  Principal,
     Principal  acknowledging that it is  fully  responsible  for
     being  and  keeping informed of the financial condition  and
     affairs of Borrower;

           (d)   Lack of notice of default, demand of performance
     or  notice  of acceleration to Borrower or any  other  party
     with respect to the Loan or the Retained Liabilities;

          (e)  The consideration for this Agreement;

           (f)   Any  acts  or  omissions of Lender  which  vary,
     increase or decrease the risk on Principal;

          (g)  Any statute of limitations affecting the liability
     of  Principal  hereunder, the liability of Borrower  or  any
     guarantor,  if  any,  under  the  Loan  Documents,  or   the
     enforcement hereof, to the extent permitted by law;

          (h)  The application by Borrower of the proceeds of the
     Loan  for  purposes other than the purposes  represented  by
     Borrower  to Lender or intended or understood by  Lender  or
     Principal;

           (i)       An election of remedies by Lender, including
     any  election to proceed against any collateral by  judicial
     or   nonjudicial  foreclosure,  whether  real  property   or
     personal  property, or by deed in lieu thereof, and  whether
     or  not every aspect of any foreclosure sale is commercially
     reasonable, and whether or not any such election of remedies
     destroys  or  otherwise  impairs the subrogation  rights  of
     Principal  or  the  rights of Principal to  proceed  against
     Borrower or any guarantor for reimbursement, or both;

          (j)  Any statute or rule of law which provides that the
     obligation of a surety must be neither larger in amount  nor
     in  any  other  aspects  more  burdensome  than  that  of  a
     principal;

           (k)   Lender's election, in any proceeding  instituted
     under  the  Federal Bankruptcy Code, of the  application  of
     Section  1111(b) (2) of the Federal Bankruptcy Code  or  any
     successor statute; and

           (l)  Any borrowing or any grant of a security interest
     under Section 364 of the Federal Bankruptcy Code.

           PRINCIPAL,  AND  LENDER  BY  ITS  ACCEPTANCE  OF  THIS
AGREEMENT, HEREBY WAIVES ITS (HIS) RESPECTIVE RIGHT TO A TRIAL BY
JURY  IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO,  THE
SUBJECT  MATTER  OF THIS AGREEMENT AND THE BUSINESS  RELATIONSHIP
THAT   IS   BEING   ESTABLISHED.   THIS  WAIVER   IS   KNOWINGLY,
INTENTIONALLY  AND VOLUNTARILY MADE BY PRINCIPAL AND  BY  LENDER,
AND  PRINCIPAL  ACKNOWLEDGES THAT NEITHER LENDER NOR  ANY  PERSON
ACTING  ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF  FACT
TO  INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY  ACTIONS
WHICH  IN  ANY  WAY MODIFY OR NULLIFY ITS EFFECT.  PRINCIPAL  AND
LENDER  ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT  TO
ENTER  INTO  A BUSINESS RELATIONSHIP, THAT PRINCIPAL  AND  LENDER
HAVE  ALREADY  RELIED  ON  THIS  WAIVER  IN  ENTERING  INTO  THIS
AGREEMENT  AND THAT EACH OF THEM WILL CONTINUE TO  RELY  ON  THIS
WAIVER  IN  THEIR RELATED FUTURE DEALINGS.  PRINCIPAL AND  LENDER
FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE  HAD
THE  OPPORTUNITY  TO  BE  REPRESENTED) IN  THE  SIGNING  OF  THIS
AGREEMENT  AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT  LEGAL
COUNSEL.

           Principal further agrees that the provisions  of  this
Agreement shall bind Principal's heirs, personal representatives,
successors and assigns, as the case may be.

           Principal acknowledges that such Principal's execution
and delivery of this Agreement to Lender is a material inducement
to Lender's making of the Loan to Borrower.

                              PRINCIPAL:



__________________________________________________
                              Name:  Patrick Carney