EXHIBIT 4.1
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                          SECURITY AGREEMENT
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                 (First Priority/Membership Interest)
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     THIS SECURITY AGREEMENT (this "Agreement") is made as of the 7th day
of May, 2001 by JMB/245 Park Avenue Associates, Ltd., an Illinois limited
partnership ("Borrower") in favor of JMB Realty Corporation, a Delaware
corporation ("Secured Party").


                         W I T N E S S E T H:

     WHEREAS, concurrently herewith, Borrower has executed and delivered
to Secured Party a Demand Note, (the "Note") in the principal amount of One
Hundred Million Dollars ($100,000,000.00) payable to Secured Party,
evidencing loans to be made from time to time by Secured Party to Borrower
(collectively, the "Loan"); and

     WHEREAS, as a condition to making the Loan, Secured Party has
required that Borrower grant to Secured Party a security interest with
respect to certain property of Borrower, upon the terms and conditions as
hereinafter set forth.

     WHEREAS, the aforesaid documents and all of the other documents or
instruments now or hereafter evidencing, securing or guaranteeing or
otherwise relating to the Loan are hereinafter called the "Loan Documents"

     NOW, THEREFORE, in consideration of the making of the Loan, the
foregoing premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Borrower hereby
covenants and agrees for the benefit of Secured Party as follows:

     1.    COLLATERAL:  As security for the prompt and complete payment
and performance when due (whether at stated maturity, by acceleration or
otherwise) of all the "Obligations" (as hereinafter defined) and to induce
Secured Party to make the Loan, Borrower hereby grants to Secured Party a
continuing first priority security interest in all of Borrower's rights,
title and interest in, to and under the following property whether
presently owned or hereafter acquired (collectively, the "Collateral"):

           (a)   All membership interests in JMB 245 Park Avenue Holding
Company, LLC, a Delaware limited liability company (the "Company"),
together with all rights to receive any distribution with respect thereto
and to exercise any rights or remedies thereunder (the "Membership
Interests").

           (b)   All proceeds, products, substitutions, additions,
renewals, improvements, accessions, and replacements of the foregoing,
including all cash and non-cash proceeds from the sale or other transfer of
any of the foregoing, including all of the foregoing consisting of: goods,
inventory, equipment, deposits, accounts, accounts receivable, notes,
chattel paper, general intangibles, contracts, instruments, documents and
contract rights, policies of insurance or any of the other items of
property listed herein and all proceeds, loss payments and premium refunds
which may become payable with respect to such insurance policies.

     2.    OBLIGATIONS: As used herein, the term "Obligations" shall mean,
collectively, the following:

           (a)   All obligations of Borrower under the Loan Documents,
direct or indirect, absolute or contingent, now existing or hereafter
arising;

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           (b)   All obligations of Borrower, direct or indirect, absolute
or contingent, now existing or hereafter arising in connection with the
Loan, including, but not limited to, the payment, performance and
observance of any obligation, term or condition under' this Agreement;

           (c)   All other obligations of Borrower, direct or indirect,
absolute or contingent, now existing or hereafter arising in connection
with any other indebtedness owing by Borrower to Secured Party, including,
but not limited to, all such obligations of Borrower to Secured Party
under, (i) that certain Second Amended and Restated Promissory Note, dated
as of August 1, 1995, in the original principal amount of $16,042,000.00,
made by Payor payable to Payee, as amended by that certain Amendment No. 1
to Second Amended and Restated Promissory Note, dated as of January 3, 2001
(collectively, as such not may be further amended, restated or modified,
the "Restated Promissory Note I"), (ii) that certain Second Amended and
Restated Promissory Note, dated as of August 1, 1995, in the original
principal amount of $25,000,000.00, made by Payor payable to Payee, as
amended by that certain Amendment No. 1 to Second Amended and Restated
Promissory Note, dated as of January 3, 2001 (collectively, as such not may
be further amended, restated or modified, the "Restated Promissory Note
II"), (iii) that certain Second Amended and Restated Promissory Note, dated
as of August 1, 1995, in the original principal amount of $2,194,631.25,
made by Payor payable to Payee, as amended by that certain Amendment No. 1
to Second Amended and Restated Promissory Note, dated as of January 3, 2001
(collectively, as such not may be further amended, restated or modified,
the "Restated Promissory Note III"), and (iv) that certain Amended and
Restated Demand Note, dated as of August 1, 1995, in the maximum principal
amount of $40,000,000.00, made by Payor payable to Payee (collectively, as
such not may be further amended, restated or modified, the "First Demand
Note"), such Restated Promissory Note I, Restated Promissory Note II,
Restated Promissory Note III and First Demand Note together with the Note,
are herein referred to as the "JMB 245 Notes".; and,

           (c)   All expenditures made or incurred by Secured Party to
protect and maintain the Collateral and to enforce its rights under this
Agreement, as more fully set forth herein.

     3.    WARRANTIES AND REPRESENTATIONS OF BORROWER:  Borrower warrants
and represents to Secured Party that:

           (a)   Borrower owns the Collateral free and clear of all liens,
security interests, adverse claims and encumbrances other than the security
interest created or permitted hereby, except with arising under that
certain Third Amended and Restated Security Agreement, dated as of August
1, 1995 (as amended, the "Prior Security Agreement"), made by Borrower in
favor of Secured Party, which Prior Security Agreement, Borrower and
Secured Party acknowledge and agree shall be subject and subordinate to the
security interest in the Membership Interests granted hereunder;

           (b)   No financing statement covering any of the Collateral is
on file in any public office, other than the financing statement evidencing
the security interest created or permitted hereby;

           (c)   Those parts of the Collateral which are general
intangibles are and will be enforceable in accordance with their respective
terms, and Borrower has the authority and capacity to contract and be bound
thereunder;

           (d)   The execution and delivery of this Agreement will not
violate any law, agreement or document governing Borrower or to which
Borrower is a party; and

           (e)   The principal place of business of Borrower is as set
forth below the signature Borrower.






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     4.    COVENANTS AND ADDITIONAL REPRESENTATIONS AND WARRANTIES OF
BORROWER: Except as may otherwise be set forth in or allowed under the
terms of the Guaranty Secured by Security Agreement, Borrower represents,
warrants, covenants and agrees that:

           (a)   Borrower shall not sell, pledge, hypothecate, transfer,
lease, assign, abandon or otherwise dispose of any of the Collateral or any
interest therein;

           (b)   Borrower shall keep the Collateral free of liens,
security interests and encumbrances other than the security interest
created or permitted hereby;

           (c)   Borrower shall promptly notify Secured Party of any Event
of Default (as hereinafter defined);

           (d)   Borrower shall not use the Collateral in violation of any
applicable statute, ordinance or insurance policy;

           (e)   Borrower shall defend the Collateral against the claims
and demands of all persons counter to Secured Party's interests in the
Collateral;

           (f)   Borrower shall pay promptly and before delinquency all
taxes and assessments with respect to the Collateral and shall deliver to
Secured Party, on demand, a receipt or other evidence satisfactory to
Secured Party of the payment thereof;

           (g)   Secured Party, at its option, may discharge taxes, liens,
security interests and other encumbrances against the Collateral. Borrower
shall reimburse Secured Party on demand for any payments as made, plus
interest thereon at the interest rate payable under the Note from the date
of such payment. Any such payments made by Secured Party, together with
interest thereon, shall be secured by the Collateral as provided herein;

           (h)   From time to time Borrower shall execute financing
statements and any other documents in form satisfactory to Secured Party
(and pay the cost of filing or recording thereof in whatever public offices
Secured Party deems necessary) and perform such other acts as Secured Party
may request to perfect and maintain a valid security interest in the
Collateral, including, upon Secured Party's request, transferring to
Secured Party any Collateral in which a security interest may be perfected
only by taking possession thereof;

           (i)   Borrower shall not move its principal place of business
or its books and records relating to the Collateral without first giving
thirty (30) days' prior written notice thereof to Secured Party;

           (j)   Borrower shall not change its name or otherwise do
anything which would make the information set forth in the financing
statements relating to the Collateral materially misleading without
immediately notifying Secured Party of the same;

           (k)   The Limited Liability Company Agreement of the Company
(the "Operating Agreement"), previously submitted to Secured Party by
Borrower is a true and correct copy of the limited liability company
agreement of the Company and has not been amended and is in full force and
effect;

           (l)   Neither the granting of a security interest in the
Collateral nor the enforcement of any rights or remedies would breach or
conflict with any provision of the Partnership Agreement. Borrower further
acknowledges and agrees that upon the foreclosure of Secured Party's
interest in the Collateral, all rights of Borrower under and pursuant to
the Operating Agreement shall forever cease, including without limitation
rights as manager or member and rights to receive any distributions and
rights to receive any fees or other payments pursuant to any agreements
between Borrower, or any partner in Borrower, and the Partnership; and


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           (m)   During the continuance of this Agreement, Borrower shall
not take any action prohibited by the Loan Documents or any other loan
documents relating to the JMB 245 Notes, withdraw from the Company or elect
to voluntarily dissolve the Company or without the consent of Secured
Party, in Secured Party's sole and absolute discretion, admit new members
to the Company, amend the Operating Agreement, or enter into any agreement
which is other than on arm's-length terms and conditions and cancelable
upon no more than thirty (30) days' prior written notice.

     5.    EVENTS OF DEFAULT:  The happening of any of the following
events or conditions shall constitute an Event of Default under this
Agreement (singularly, an "Event of Default" and collectively, "Events of
Default"):

           (a)   breach or violation by Borrower of any covenant, term or
condition set forth herein which is not cured by Borrower within ten (10)
days following notice of such breach or violation;

           (b)   default by Borrower under the Loan Documents (unless
cured within any applicable grace period provided therein);

           (c)   any warranty, representation or statement of Borrower
contained herein or in the other Loan Documents or otherwise made or
furnished to Secured Party by or on behalf of Borrower proves to have been
false in any material respect when made or furnished;

           (d)   the seizure or taking of any of the Collateral by any
governmental or similar authority or the issuance of a writ, order of
attachment or garnishment with respect thereto, which is not released
within thirty (30) days;

           (e)   default under any other loan to Borrower made by Secured
Party, including, but not limited to, the loans evidenced by the other JMB
245 Notes;

           (f)   default under any other obligation of Borrower to any
third party, not cured within any applicable cure period, in an amount in
excess of $100,000.00.

An Event of Default under this Agreement shall constitute a Default and
Event of Default under each of the other Loan Documents and each of the
other loan documents relating to any of the
other JMB 245 Notes.

     6.    RIGHTS AND REMEDIES:

           (a)   Upon the occurrence of any Event of Default, Secured
Party may, without further notice or demand, declare any of the Obligations
immediately due and payable and this Agreement in default, and thereafter,
Secured Party shall have the remedies of a secured party under the Uniform
Commercial Code as then in effect in the State of Illinois (the "State")
and all other rights and remedies at law or in equity available to secured
creditors in the State. If notice is required by law, ten (10) days' prior
written notice given to Borrower of the time and place of any public sale
of the Collateral or of the time of or after which any private sale or any
other intended disposition of the Collateral is to be made shall be deemed
to be reasonable notice to Borrower. No such notice shall be necessary if
the Collateral is perishable, threatens to decline speedily in value or is
of a type customarily sold on a recognized market. Secured Party will not
be obligated to make any such sale pursuant to any such notice if Secured
Party determines not to do so, regardless of the fact that notice of sale
of the Collateral has been given.  Secured Party may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for






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the sale, and such sale may be made at any time or place to which the same
may be so adjourned. Any such public or private sale or other disposition
may be as a unit or in one or more parcels and by way of one or more
contracts (it being agreed that the sale of any part of the Collateral
shall not exhaust the power of sale granted hereunder, but sales may be
made from time to time until all of the Collateral has been sold or until
the Obligations have been paid in full), and at any such sale it shall not
be necessary to exhibit the Collateral. Secured Party shall have the right
upon any public sale or sales and, to the extent permitted by law, upon any
private sale or sales, to purchase the whole or any part of the Collateral
so sold. Upon the consummation of any public or private sale, Secured Party
will have the right to deliver, assign and transfer to the purchaser
thereof the Collateral so sold. Each purchaser at any such sale shall hold
the Collateral so sold absolutely and free from any claim or right of
whatsoever kind, and Borrower hereby waives, to the extent permitted by
law, all rights of redemption, stay or appraisal which they have or may at
any time in the future have under any law or statute now existing or
hereafter enacted. In case of any sale of all or any part of the Collateral
on credit or for future delivery, the Collateral so sold may be retained by
Secured Party until the selling price is paid by the purchaser thereof, but
the Secured Party will not incur any liability in the case of failure of
such purchaser to take up and pay for the Collateral so sold, and in the
case of any such failure, such Collateral may again be sold upon like
notice. Secured Party may also, at its discretion, proceed by a suit or
suits at law or in equity to foreclose its security interest and sell the
Collateral, or any portion thereof, under a judgment or decree of a court
or courts of competent jurisdiction.  Borrower covenants and agrees that it
will execute and deliver such documents and take such actions as Secured
Party deems reasonably necessary or advisable in order that any such sale
shall be valid and binding and made in compliance with law.  If any
consent, approval, or authorization of any state, municipal or other
governmental department, agency or authority should be necessary to
effectuate any sale or other disposition of the Collateral, or any part
thereof, Borrower shall execute all such applications and other instruments
and take such action as Secured Party reasonably deems necessary or
advisable in order to secure any such consent, approval or authorization,
and will otherwise use its reasonable efforts to secure the same Borrower
recognizes that Secured Party may be unable to effect a public sale of any
or all of the Collateral by reason of certain prohibitions contained in the
federal securities laws of the United States and applicable state or
foreign securities laws, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be
obliged to agree, among other things, to acquire such securities for their
own account for investment and not with a view to the distribution or
resale thereof. Borrower acknowledges and agrees that any such private sale
may result in prices and other terms less favorable to Secured Party than
if such sale were a public sale and agree that such circumstances shall not
in and of themselves result in a determination that such sale was not made
in a commercially reasonable matter.  Proceeds of any sale or other
disposition of the Collateral may be applied to the Obligations in whatever
order or priority Secured Party may subjectively determine.

           (b)   During the time that Secured Party is in possession of
the Collateral, and to the extent permitted by law, Secured Party shall
have the right, unless and until an Event of Default occurs, to hold, use,
operate, manage and control all or any part of the Collateral, and to
demand, collect and retain all earnings, proceeds and other sums due or to
become due with respect to the Collateral, accounting only for the net
earnings arising from such use and charging against receipts from such use
all costs, expenses, charges, damage or loss by reason of such use.
Notwithstanding the foregoing, Secured Party shall be entitled also,
without further notice or demand and to the extent permitted by law, to
have a receiver appointed to take charge of all or any part of the
Collateral, exercising all of the rights specified in the immediately
preceding sentence.





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           (c)   Borrower shall pay to Secured Party on demand all
expenses (including, without limitation, attorneys' fees, costs and
disbursements) incurred by Secured Party incidental to taking, holding,
preparing for sale, selling and the like or otherwise dealing with the
Collateral, or incurred by Secured Party otherwise in enforcing any term or
condition of this Agreement or any other Loan Document, together with
interest thereon at the interest rate provided for in the Note, and all
such expenses and interest shall be secured by the Collateral as provided
herein.

           (d)   Any and all statements of fact or other recitals made in
any bill of sale or assignment or other instrument evidencing any
foreclosure sale hereunder as to nonpayment of indebtedness, as to the
occurrence of any default, as to Secured Party having declared all of such
indebtedness to be due and payable, or as to notice of time, place and
terms of sale and of the properties to be sold having been duly given by
Secured Party shall be taken as prima facie evidence of the truth of the
facts so stated and recited.

           (e)   Secured Party may appoint or delegate any one or more
persons as agent to perform any act or acts necessary or incident to any
sale of the Collateral held by Secured Party, including the sending of
notices and the conduct of the sale, in the name and on behalf of Secured
Party.

           (f)   The Collateral may be sold hereunder separately or
together with any other collateral held by Secured Party for the Loan and
any sale made pursuant to the provisions of this paragraph shall be deemed
to have been a public sale conducted in a commercially reasonable manner.

           (g)   Any disposition made hereunder may be conducted by an
employee or agent of Secured Party, and any person, including Borrower and
Secured Party, shall be eligible to purchase any part or all of the
Collateral at any such sale or disposition.

     7.    WAIVERS BY BORROWER:  To the extent permitted by law, Borrower
hereby waives and agrees not to assert or take advantage of:

           (a)   Any right to require Secured Party to proceed against
Borrower or any other person or to proceed against or exhaust any security
held by Secured Party at any time or to pursue any other remedy in Secured
Party's power or under any other agreement before proceeding against
Borrower or the Collateral hereunder;

           (b)   Any defense that may arise by reason of (i) the
incapacity, lack of authority, death or disability of any other person or
persons, or (ii) the failure of Secured Party to file or enforce a claim
against the estate (in administration, bankruptcy or any other proceeding)
of any other person or persons, or (iii) any manner in which Lender has
exercised its rights and remedies under the Loan Documents, or (iv) any
cessation from any cause whatsoever of the liability of Borrower, or any
other person or persons;

           (c)   Demand, presentment for payment, notice of nonpayment,
protest, notice of protest and, except as provided in the Loan Documents,
any loan documents relating to the JMB 245 Notes or as required by
applicable law, all other notices of any kind, or the lack of any thereof,
including, without limiting the generality of the foregoing, notice of the
existence, creation or incurring of any new or additional indebtedness or
obligation or of any action or non-action on the part of Borrower, Secured
Party, any endorser or creditor of Borrower, Borrower or on the part of any
other person whomsoever under this or any other instrument in connection
with any obligation or evidence of indebtedness held by Secured Party;







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           (d)   Any defense based upon an election of remedies by Secured
Party, including an election to proceed by non-judicial or judicial
foreclosure of any security, whether real property or personal property
security, or by transfer in lieu thereof, or any election of remedies,
including remedies relating to real property or personal property security,
which destroys or otherwise impairs the subrogation rights of Borrower, the
right of Borrower to proceed against Borrower for reimbursement or any
other right or remedy of Borrower against Borrower;

           (e)   Any right or claim of right to cause a marshalling of the
assets of Borrower;


           (f)   Any principle or provision of law, statutory or
otherwise, which is or might be in conflict with the terms and provisions
of this Agreement;

           (g)   Any duty on the part of Secured Party to disclose to
Borrower any facts Secured Party may now or hereafter know about Borrower
regardless of whether Secured Party has reason to believe that any such
facts materially increase the risk beyond that which Borrower intends to
assume or has reason to believe that such facts are unknown to Borrower or
has a reasonable opportunity to communicate such facts to Borrower, it
being understood and agreed that Borrower is fully responsible for being
and keeping informed of the financial condition of the Partnership, of the
condition of the Partnership Interest and of any and all circumstances
bearing on the risk that liability may be incurred by Borrower hereunder;

           (h)   Any invalidity, irregularity or unenforceability, in
whole or in part, of any one or more of the Loan Documents or any other
loan documents relating to the JMB 245 Notes (other than the Note);

           (i)   Any lack of commercial reasonableness in dealing with the
collateral for the Loan;

           (j)   Any deficiencies in the collateral for the Loan or any
deficiency in the ability of Secured Party to collect or to obtain
performance from any persons or entities now or hereafter liable for the
payment and performance of any obligation hereby guaranteed;

           (k)   Any assertion or claim that the automatic stay provided
by 11 U.S.C. Section 362 (arising upon the voluntary or involuntary
bankruptcy proceeding of Borrower) or any other stay provided under any
other debtor relief law (whether statutory, common law, case law or
otherwise) of any jurisdiction whatsoever, now or hereafter in effect,
which may be or become applicable, shall operate or be interpreted to stay,
interdict, condition, reduce or inhibit the ability of Secured Party to
enforce any of its rights, whether now existing or hereafter acquired,
which Secured Party may have against Borrower or the collateral for the
Loan;

           (l)   Any modifications of the Loan Documents or any obligation
of Borrower relating to the Loan or the loans evidenced by the JMB 245
Notes by operation of law or by action of any court, whether pursuant to
the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief
law (whether statutory, common law, case law or otherwise) of any
jurisdiction whatsoever, now or hereafter in effect, or otherwise;

           (m)   Any action, occurrence, event or matter consented to by
Borrower under Section 8(g) hereof, under any other provision hereof, or
otherwise;

           (n)   Any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount
nor in other respects more burdensome than that of the principal or any
other surety or guarantor defense that might otherwise be available;




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           (o)   The defense of the statute of limitations in any action
hereunder or in any action for the collection or performance of any
obligations hereby guaranteed;

           (p)   Any rights of subrogation, reimbursement, exoneration,
contribution or indemnity, or any right to enforce any remedy which Secured
Party now has or may hereafter have against Borrower or any benefit of, or
any right to participate in, any security now or hereafter held by Secured
Party;

           (q)   Any defense based upon Secured Party'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

           (r)   Any defense based upon any borrowing or any grant of a
security interest under Section 364 of the Federal Bankruptcy Code.

     8.    GENERAL PROVISIONS:

           (a)   NOTICES.  The address of Borrower for purposes of any
"Notice" shall be addressed as follows (as same may be amended from time to
time by the Borrower):

                 TO BORROWER:

                 JMB/245 Park Avenue Associates, Ltd.
                 Suite 1900
                 900 North Michigan Avenue
                 Chicago, Illinois 60611
                 Attention:  Patrick J. Meara


           (b)   SURVIVAL.  To the fullest extent permitted by law, this
Agreement shall be deemed to be continuing in nature and shall remain in
full force and effect and shall survive the exercise of any remedy by
Secured Party under any of the other Loan Documents, including, without
limitation, any foreclosure or transfer in lieu thereof, unless subject to
the continuing survival of all indemnifications herein contained), as a
part of such remedy, the Loan and all other amounts payable under the Loan
Documents and respecting all other Obligations secured hereby are paid in
full.

           (d)   RIGHTS CUMULATIVE; PAYMENTS.  Secured Party's rights
under this Agreement shall be in addition to all rights of Secured Party
under the Note and the other Loan Documents and all other documents
evidencing or securing the other Obligations of Borrower secured hereunder.

Secured Party's rights hereunder shall not be exhausted until all of the
Obligations of Borrower hereunder have been fully paid and performed.

           (g)   NO LIMITATION ON LIABILITY.  Borrower hereby consents and
agrees that the liability of Borrower under this Agreement shall be
unconditional and absolute and shall in no way be impaired or limited by
any of the following events, whether occurring with or without notice to
Borrower or with or without consideration:  (i) any extensions of time for
performance required by any of the Loan Documents or otherwise granted by
Secured Party or extension or renewal of the Note, any of the other JMB 245
Notes, any of the other Obligations; (ii) any sale, assignment or
foreclosure of either or both of the Note, any of the other JMB 245 Notes
or any of the other Loan Documents or other loan documents relating to the
JMB 245 Notes or any sale or transfer of the Collateral; (iii) any change
in the composition of Borrower; (iv) the accuracy or inaccuracy of the
representations and warranties made by Borrower herein or by Borrower in
any of the Loan Documents or any other loan documents relating to any of
the other JMB 245 Notes; (v) the release of Borrower or of any other person





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or entity from performance or observance of any of the agreements,
covenants, terms or conditions contained in any of the Loan Documents or
any of the other loan documents relating to any of the other JMB 245 Notes
by operation of law, Secured Party's voluntary act or otherwise; (vi) the
release or substitution in whole or in part of any security for the Loan or
any of the other Obligations; (vii) Secured Party's failure to record any
deed of trust or to file any financing statement (or Secured Party's
improper recording or filing thereof) or to otherwise perfect, protect,
secure or insure any lien or security interest given as security for the
Loan or any of the other Obligations; (viii) the modification of the terms
of any one or more of the Loan Documents or any of the other loan documents
relating to any of the other JMB 245 Notes; or (ix) the taking of or
failure to take any action of any type whatsoever. No such action which
Secured Party shall take or fail to take in connection with the Loan
Documents, any of the other loan documents relating to any of the other JMB
245 Notes, or any collateral for the Loan or any other Obligation, nor any
course of dealing with Borrower or any other person, shall limit, impair or
release Borrower's obligations hereunder, affect this Agreement in any way
or afford Borrower any recourse against Secured Party.  Nothing contained
in this Section shall be construed to require Secured Party to take or
refrain from taking any action referred to herein.

           (h)   ENFORCEMENT.  This Agreement is subject to enforcement at
law or in equity, including actions for damages or specific performance.

           (i)   ATTORNEYS' FEES.  In the event it is necessary for
Secured Party to retain the services of an attorney or any other
consultants in order to enforce this Agreement, or any portion thereof,
Borrower agrees to pay to Secured Party any and all costs and expenses,
including, without limitation, reasonable attorneys' fees, costs and
disbursements, incurred by Secured Party as a result thereof and such
costs, fees and expenses shall be included in Costs.

           (j)   SUCCESSIVE ACTIONS.  A separate right of action hereunder
shall arise each time Secured Party acquires knowledge of any matter
indemnified or guaranteed by Borrower under this Agreement. Separate and
successive actions may be brought hereunder to enforce any of the
provisions hereof at any time and from time to time.  No action hereunder
shall preclude any subsequent action, and Borrower hereby waives and
covenants not to assert any defense in the nature of splitting of causes of
action or merger of judgments.

           (k)   RELIANCE.  Secured Party would not make the Loan to
Borrower without Borrower entering into this Agreement. Accordingly,
Borrower intentionally and unconditionally makes the representations and
warranties and enters into the covenants and agreements as set forth above
and understands that, in reliance upon and in consideration of such
representations, warranties, covenants and agreements, the Loan shall be
made and, as part and parcel thereof, specific monetary and other
obligations have been, are being and shall be entered into which would not
be made or entered into but for such reliance.

           (n)   WAIVER BY BORROWER.  Borrower covenants and agrees that,
upon the commencement of a voluntary or involuntary bankruptcy proceeding
by or against Borrower, Borrower shall not seek or cause Borrower or any
other person or entity to seek a supplemental stay or other relief, whether
injunctive or otherwise, pursuant to 11 U.S.C. Section 105 or any other
provision of the Bankruptcy Reform Act of 1978, as amended, or any other
debtor relief law, (whether statutory, common law, case law or otherwise)
of any jurisdiction whatsoever, now or hereafter in effect, which may be or
become applicable, to stay, interdict, condition, reduce or inhibit the
ability of Secured Party to enforce any rights of Secured Party against
Borrower or the Collateral by virtue of this Agreement or otherwise.

           (p)   DEFINED TERMS.  Unless the context otherwise requires, or
unless otherwise defined herein, all terms used herein which are defined in
the Uniform Commercial Code as in effect in the State shall have the
meanings therein stated.


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<PAGE>


     IN WITNESS WHEREOF, BORROWER has executed this Agreement as of the
day and year first above written.


                                  BORROWER:

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

                                  By:  JMB Park Avenue, Inc.,
                                       Corporate General Partner


                                       By:   /s/ Gailen J. Hull
                                             ------------------------
                                       Its:  Vice President



                                  Principal Place of Business:

                                  900 North Michigan Avenue
                                  Chicago, Illinois 60611















































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