SECOND
             AMENDED AND RESTATED PROMISSORY NOTE

                                                 Dated:  as of
$25,000,000.00           Chicago, Illinois      August 1, 1995


                        R E C I T A L S


     WHEREAS the undersigned, JMB/245 PARK AVENUE ASSOCIATES, LTD.
("Maker"), a limited partnership organized and existing under the laws of
the State of Illinois, has heretofore, for good and valuable consideration,
made in favor of Bank of America Illinois (successor in interest to
CONTINENTAL BANK N.A. and formerly known as "CONTINENTAL ILLINOIS NATIONAL
BANK AND TRUST COMPANY OF CHICAGO") ("Original Payee") certain promissory
notes in the amounts of $15,000,000 and $35,000,000 respectively, each
dated as of December 29, 1983 (herein, said notes are called, respectively,
the "$15,000,000 Note" and the "$35,000,000 Note," and collectively, the
"Original Notes"); and

     WHEREAS, Original Payee has previously advanced the full amount under
the Original Notes pursuant to certain terms evidenced by the Original
Notes; and

     WHEREAS, the Maker and the Original Payee agreed to amend and restate
the Original Notes to provide for two Amended and Restated Promissory
Notes, each in the principal amount of $25,000,000 dated as of December 31,
1993, each according to such terms as set forth in each such Amended and
Restated Promissory Note (collectively, the "Existing Notes"); and

     WHEREAS, one of the Existing Notes is designated the "Fixed Rate
Amended and Restated Promissory Note" (such Existing Note hereinafter
referred to as the "Fixed Rate Note"); and

     WHEREAS, on July 31, 1995, the Original Payee, Mellon Bank, N.A.
("Mellon") and JMB Realty Corporation ("JMB") entered into a letter
agreement (the "Letter Agreement") pursuant to which the Original Payee and
Mellon have sold, and JMB has purchased, all of the Original Payee's and
Mellon's respective right, title and interest in the Fixed Rate Note and
other notes and agreements referenced therein; and

     WHEREAS, JMB and the Maker desire to amend and restate the Fixed Rate
Note in its entirety as set forth herein.

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned Maker, hereby
promises to pay to the order of JMB, at 900 North Michigan Avenue, Chicago,
Illinois 60611 or such other place as the holder hereof may from time to
time designate in writing, in lawful money of the United States of America,
the principal sum of TWENTY-FIVE MILLION DOLLARS ($25,000,000.00) (the
"Loan Amount"), which Maker acknowledges has previously been disbursed in
full, together with interest on the unpaid principal amount hereof from
time to time outstanding from the date of the Fixed Rate Note until the
Loan Amount is repaid in full, at the rate provided for in Section 2 below.

     1.   Unless a contrary intention is apparent from the context, the
following terms have the indicated meanings when used herein:

     "Business Day" shall mean a day on which national banks are open in
Chicago for the transaction of business.

     "Dollars" and "$" shall mean lawful currency of the United States of
America and immediately available funds.

     "JMB Note" shall mean that certain Amended and Restated Demand Note
dated as of August 1, 1995, made payable by Maker to JMB, providing for a
maximum principal amount outstanding of $40,000,000, as the same may be
amended or restated from time to time.

     "Loan" shall mean the indebtedness evidenced hereby.

     "Maturity Date" shall have the meaning assigned to that term in
Section 5 hereof.

     "Restated Promissory Note II" shall mean this Second Amended and
Restated Promissory Note, as the same may be amended or restated from time
to time.

     "Restated Promissory Note I" shall mean that certain Second Amended
and Restated Promissory Note in the original principal amount of
$16,042,000 made by Maker payable to JMB, as the same may be amended or
restated from time to time.

     "Restated Promissory Note III" shall mean that certain Amended and
Restated Promissory Note of even date herewith in the original principal
amount of $2,194,631.25 made payable by Maker to JMB, as the same may be
amended or restated from time to time.

     "Restated Promissory Notes" shall mean collectively, the Restated
Promissory Note I, this Restated Promissory Note II and the Restated
Promissory Note III.

     "Reference Rate" shall mean, at any time, the per annum rate of
interest then most recently announced by the Original Payee at Chicago,
Illinois, as its reference rate.  If at any one time there shall be more
than one reference rate announced by the Original Payee, the Reference Rate
hereunder shall be the lowest of the reference rates announced.

     "Third Amended and Restated Security Agreement" shall mean that
certain Third Amended and Restated Security Agreement dated of even date
herewith executed and delivered by Maker to JMB, encumbering Maker's
48.2467039% interest in 245 Park Avenue Company, a New York general
partnership ("245"), and certain other collateral set forth therein (the
"Collateral"), which secures all of the Restated Promissory Notes and the
JMB Note, as the same may be amended or restated from time to time.


     2.   Interest Rates.  Until an event of default occurs hereunder and
after an event of default if such default has been cured, the rate of
interest in effect under this Restated Promissory Note II shall be two
percent (2%) per annum compounded annually and payable on the Maturity
Date.

     From the Maturity Date until the time this Restated Promissory Note
II is paid in full, or after an event of default until such event of
default is cured, this Restated Promissory Note II shall bear interest on
the unpaid principal amount hereof from time to time outstanding at the
floating rate (the "Default Rate") which is equal to the sum of three
percent (3%) per annum plus the Reference Rate from time to time in effect
and changing automatically and simultaneously with each change in the
Reference Rate.  Such interest shall be paid on demand.

     3.   Interest - Basis of Calculation.  All interest shall be
computed for the actual number of days elapsed on the basis of a year
consisting of three hundred sixty (360) days. On the Maturity Date, all
accrued and unpaid interest hereunder shall be due and payable.

     4.   Maximum Interest Rate.  In no event shall the amount paid or
agreed to be paid hereunder (including all interest and the aggregate of
any other amounts taken, reserved or charged pursuant to this Restated
Promissory Note II or any other document evidencing or securing the Loan,
which under applicable law is deemed to constitute interest on the
indebtedness evidenced by this Restated Promissory Note II) exceed the
highest lawful rate permissible under applicable law; and if under any
circumstance whatsoever, fulfillment of any provision of this Restated
Promissory Note II, at the time performance of such provision shall be due,
shall involve transcending the limit of validity prescribed by applicable
law, then, ipso facto, the obligation to be fulfilled shall be reduced to
the limit of such validity, and if from any circumstance the holder of this
Restated Promissory Note II should receive as interest an amount which
would exceed the highest lawful rate allowable under law, such amount which
would be excessive interest shall be applied to the reduction of the unpaid
principal balance due under this Restated Promissory Note II and not to the
payment of interest, or if such excess interest exceeds the unpaid balance
of principal, the excess shall be refunded to Maker.

     5.   Repayment of Principal.  The entire unpaid principal amount of
this Restated Promissory Note II shall be due and payable in full on
December 31, 1998 or earlier upon acceleration as hereinafter provided (the
"Maturity Date").  Notwithstanding the foregoing, Maker shall prepay the
Loan upon receipt, and to the extent of, any net proceeds received upon the
sale, refinancing or other disposition of, or any distribution made with
respect to, the Collateral (as defined in the Third Amended and Restated
Security Agreement) in accordance with Section 6 hereof.

     6.   Application of Payments. JMB shall apply any amounts received
from Maker as a prepayment under Section 5 above to reduce Maker's
outstanding indebtedness under the Restated Promissory Note I, this
Restated Promissory Note II, the Restated Promissory Note III or the JMB
Note, in such order, as JMB, in its sole discretion, shall elect.

     7.   Prepayment.  Subject to Sections 6 and 17(a) hereof, Maker
reserves the privilege to prepay this Restated Promissory Note II in full
or in part without premium or penalty.
 
     8.   Security.  This Restated Promissory Note II is secured by the
Third Amended and Restated Security Agreement.  Reference is made to the
Third Amended and Restated Security Agreement for a description of the
property encumbered, the nature and extent of the security, and the rights
of the holder hereof in respect to such security.  The provisions of the
Third Amended and Restated Security Agreement shall be deemed to be
incorporated by reference herein as though set out herein in their
entirety.

     9.   Events of Default and Remedies.  Any one of the following
occurrences shall constitute an "event of default" under this Restated
Promissory Note II:

     (a) The failure by Maker to make any payment of principal or interest
upon this Restated Promissory Note II as and when the same becomes due and
payable in accordance with the terms hereof, and the continuation of such
failure for five (5) days after written notice thereof to Maker from JMB;

     (b)  The occurrence of any default under this Restated Promissory
Note II other than as described in the preceding clause (a), and the
continuance of such failure for thirty (30) days after written notice
thereof to Maker from JMB; provided that if at the end of such 30 day
period Maker, in JMB's sole judgement, is proceeding with due diligence to
cure such default, then there shall not be an event of default for an
additional period of the shorter of 60 days or the period during which, in
JMB's sole judgment, Maker continues to proceed with due diligence to cure
such default;

     (c)  The occurrence of any Default (as defined in the Third Amended
and Restated Security Agreement) under the Third Amended and Restated
Security Agreement;

     (d)  The occurrence of any event of default (as defined therein)
under the Restated Promissory Note I;

     (e)  The occurrence of any event of default (as defined
therein) under the Restated Promissory Note III;

     (f)  The occurrence of any default under the JMB Note;

     (g)  The occurrence of any default under that certain Consent
Agreement between Maker and Original Payee dated as of December 29, 1983,
as amended by that certain Fourth Amendment to Loan Documents between Maker
and JMB dated as of August 1, 1995, and as it may be further amended,
supplemented or modified from time to time (the "Consent Agreement");

     (h)  Maker, any general partner of Maker (or any constituent general
partner thereof), or 245 becomes insolvent or generally fails to pay, or
admits in writing its inability to pay, debts as they become due; or Maker,
any general partner of Maker (or any constituent general partner thereof),
or 245 applies for, consents to, or acquiesces in the appointment of, a
trustee, receiver or other custodian for itself or of any of its property,
or makes a general assignment for the benefit of creditors; or, in the
absence of such application, consent or acquiescence, a trustee, receiver
or other custodian is appointed for Maker, any general partner of Maker (or
any constituent general partner thereof), or 245, or for a substantial part
of the property of any of them and is not discharged within 30 days; or
other case or proceeding under any bankruptcy or insolvency law, or any
dissolution or liquidation proceeding is commenced in respect of Maker, any
general partner of Maker (or any constituent general partner thereof), or
245, and if such case or proceeding is not commenced by Maker, any general
partner of Maker (or any constituent general partner thereof), or 245, it
is consented to or acquiesced in by Maker, any general partner of Maker (or
any constituent general partner thereof), or 245, or remains for 60 days
undismissed; or Maker, any general partner of Maker (or any constituent
general partner thereof), or 245, takes any action to authorize, or in
furtherance of, any of the foregoing; or

     (i)  Any representation, warranty or certification made by Maker to
JMB or any subsequent holder hereof in connection with the Loan, this
Restated Promissory Note II, the Third Amended and Restated Security
Agreement, the Consent Agreement, or any other document executed in
connection herewith proves to be or to have been false in any material
respect at any time.

     For purposes of the foregoing clauses (c), (d), (e), (f), (g) and (i)
of this Section 9, with respect to any event or occurrence which
constitutes an event of default hereunder solely by reason of its
constituting a default (as distinguished from an "event of default") under
a document or instrument other than this Restated Promissory Note II, to
the extent (if any) that such other document or instrument provides a grace
or cure period with respect to such default, the same grace or cure period,
and only such period, shall apply with respect to this Restated Promissory
Note II.

     Upon the occurrence of any event of default hereunder:  (i) the
entire unpaid principal balance of, and any unpaid interest then accrued
on, and any other amounts owing under or evidenced by this Restated
Promissory Note II shall, at the option of the holder hereof and without
notice or demand of any kind to Maker or any other person, immediately
become due and payable; and (ii) the holder hereof shall have and may
exercise any and all rights and remedies available at law or in equity and
also any and all rights and remedies provided in the Third Amended and
Restated Security Agreement or in any other instrument securing this
Restated Promissory Note II.

     The remedies of the holder hereof, as provided herein or in the Third
Amended and Restated Security Agreement or any other instrument securing
this Restated Promissory Note II, shall be cumulative and concurrent, and
may be pursued singularly, successively or together, at the sole discretion
of the holder hereof, and may be exercised as often as occasion therefor
shall arise.  No act of omission or commission of the holder, including
specifically any failure to exercise any right, remedy or recourse, shall
be deemed to be a waiver or release of the same, such waiver or release to
be effected only through a written document executed by the holder and then
only to the extent specifically recited therein.  A waiver or release with
reference to any one event shall not be construed as continuing, as a bar
to, or as a waiver or release of, any subsequent right, remedy or recourse
as to a subsequent event.

     10.  Attorneys' Fees and Costs.  In the event one or more events of
default shall occur, Maker promises to pay all costs of collection of every
kind, including but not limited to all reasonable attorneys' fees, court
costs, and expenses of every kind incurred by the holder hereof in
connection with such collection or the protection or enforcement of any or
all of the security for this Restated Promissory Note II, whether or not
any lawsuit is ever filed with respect thereto.

     11.  Notices.  All notices or other communications hereunder to
either party shall be (a) in writing and, if mailed, shall be deemed to be
given on the second Business Day after the date when deposited in the
United States mail, by registered or certified mail, postage prepaid,
addressed as provided hereinafter, and (b) addressed:

     If to Maker:        JMB/245 Park Avenue Associates, Ltd.
                         900 North Michigan Avenue, Suite 1900
                         Chicago, Illinois  60611
                         Attention:  Stuart Nathan
                                    
     If to JMB:     JMB Realty Corporation
                         900 North Michigan Avenue, Suite 1900
                         Chicago, Illinois  60611
                         Attention:  H. Rigel Barber

or to either party at such other addresses as such party may designate in a
written notice to the other party.

     12.  Business Purpose.  The Maker represents and agrees that the
proceeds of the Loan evidenced by this Restated Promissory Note II have
been used for purposes specified in 815 ILCS 205/4(1)(c), and that the
indebtedness evidenced hereby constitutes a business loan which comes
within the purview of said 815 ILCS 205/4(1)(c) and is not usurious.

     13.  Headings.  The headings of the paragraphs of this Restated
Promissory Note II are inserted for convenience only and shall not be
deemed to constitute a part hereof.

     14.  Waiver.  Maker, for itself and for its successors, transferees
and assigns and all guarantors, endorsers and signers, hereby waives all
valuation and appraisement privileges, presentment and demand for payment,
protest, notice of protest and nonpayment, dishonor and notice of dishonor,
bringing of suit, lack of diligence or delays in collection or enforcement
of this Restated Promissory Note II and notice of the intention to
accelerate, the release of any party liable, the release of any security
for the debt, the taking of any additional security and any other
indulgence or forbearance, and all of the foregoing persons are and shall
be jointly and severally, directly and primarily, liable for the amount of
all sums owing and to be owed hereon, and agrees that this Restated
Promissory Note II and any or all payments coming due hereunder may be
extended or renewed from time to time without in any way affecting or
diminishing their liability hereunder.

     15.  Severability.  If any provision of this Restated Promissory
Note II or any payments pursuant to the terms hereof shall be invalid or
unenforceable to any extent, the remainder of this Restated Promissory Note
II and any other payments hereunder shall not be affected thereby and shall
be enforceable to the greatest extent permitted by law.

     16.  Exculpation.  Notwithstanding anything herein contained to the
contrary, JMB agrees (for itself and any subsequent holder of this Restated
Promissory Note II) that (1) all liability with respect to the debt
evidenced by this Restated Promissory Note II, or any of the other
documents executed and delivered by Maker in connection herewith, shall be
satisfied only out of the assets of Maker and that no present or future
constituent partner (i.e., person holding any equity interest) in or agent
of the Maker, nor any officer, shareholder, director, employee, trustee,
beneficiary or agent of any corporation or trust that is or becomes a
constituent partner in Maker (including, but not limited to, persons
executing documents or certificates on behalf of Maker) shall have personal
liability (either directly or indirectly), all such personal liability
being expressly waived by JMB and (2) in no event shall a negative capital
account or any other funding obligations of any constituent partner in
Maker be deemed to be an asset or the property of Maker and neither JMB nor
any subsequent holder of this Restated Promissory Note II shall have any
right to collect, enforce or proceed against or with respect to any such
negative capital account or partner's obligations.

     17.  Miscellaneous.

     (a)  Whenever any payment to be made under this Restated Promissory
Note II would be due on a date which is not a Business Day, the due date
therefor shall be extended to the next succeeding Business Day and interest
shall be payable at the applicable rate during such extension.  Each
payment (including prepayments) of principal of, or interest on, this
Restated Promissory Note II shall be made in Dollars by the Maker to JMB at
its office in Chicago, not later than noon, Chicago time, on the date due
therefor; and funds received after that hour shall be deemed to have been
received by JMB on the next following Business Day.  All payments (whether
of principal, interest or other amounts) which are applied at any time by
the holder hereof to indebtedness evidenced by this Restated Promissory
Note II, prior to an event of default, shall be allocated by the holder
first to expenses or other similar items, next to accrued interest, and
then to principal, and, after an event of default, may be allocated by the
holder to principal, interest or other amounts as the holder may determine
in the holder's sole discretion.

     (b)  In the event of any inconsistency between the provisions of
this Restated Promissory Note II and the provisions of the Third Amended
and Restated Security Agreement, JMB may elect which of the inconsistent
provisions shall govern and control.  A copy of the Third Amended and
Restated Security Agreement is available for inspection at the offices of
JMB during normal business hours.

     (c)  This Restated Promissory Note II shall be governed by and
construed in accordance with the laws of the State of Illinois.

     (d)  This Restated Promissory Note II has been made and delivered at
Chicago, Illinois, and all funds disbursed to or for the benefit of Maker
have been disbursed in Chicago, Illinois.

     (e)  This Restated Promissory Note II shall be binding upon Maker
and its respective successors and assigns; provided, however, that Maker
may not assign its rights hereunder or in connection herewith, and this
Restated Promissory Note II shall inure to the benefit of JMB and its
successors and assigns, including any participants of JMB.  Maker agrees
that JMB may assign its interest hereunder and sell participation interests
in the loan evidenced by this Restated Promissory Note II to one or more
other persons without notice to or consent of Maker.

     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Restated Promissory Note II at Chicago, Illinois as of the date and year
first above written, pursuant to proper authority duly granted.

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

                              By:  JMB Park Avenue, Inc.
                                 Its corporate general partner



                         By:__________________________________
                            Its: _____________________________




1193417.03