AMENDED AND RESTATED PROMISSORY NOTE

                                             Dated: as of
$2,194,631.25          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") that certain Interest
Exchange Agreement Promissory Note dated as of December 31, 1993 in the
original principal amount of $2,194,631.25 (the "Original Note"); and

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

          WHEREAS, the Maker and JMB desire to amend and restate the
Original 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 TWO MILLION ONE HUNDRED NINETY-FOUR THOUSAND SIX
HUNDRED THIRTY-ONE and 25/100 DOLLARS ($2,194,631.25) (the "Loan Amount")
together with interest on the unpaid principal amount hereof from time to
time outstanding from the date of the Original 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 the Maker to JMB, providing for
a maximum principal amount outstanding of $40,000,000, as amended or
restated from time to time.

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

     "Restated Promissory Note II" shall mean that certain Second Amended
and Restated Promissory Note of even date herewith in the original
principal amount of $25,000,000 made by Maker payable to JMB, as amended or
restated from time to time.

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

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

     "Loan" shall mean the indebtedness evidenced hereby.

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

     "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 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, which secures 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 such event of default shall have been cured, the rate of interest in
effect under this Restated Promissory Note III 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 III is paid in full, or after an event of default until such event of
default is cured, this Restated Promissory Note III 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 Payment Dates; 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 III 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 III) exceed the
highest lawful rate permissible under applicable law; and if under any
circumstance whatsoever, fulfillment of any provision of this Restated
Promissory Note III, 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 III 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 III
and not to the payment of interest, or if such excess interest exceeds the
unpaid balance or of principal, the excess shall be refunded to Maker.

     5.   Repayment of Principal.  The entire unpaid principal amount of
this Restated Promissory Note III 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 distributions 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 prepayments in accordance with Section 5 above to reduce
Maker's outstanding indebtedness under the JMB Note the Restated Promissory
Note I, the Restated Promissory Note II or this Restated Promissory Note
III, in such order as JMB, in its sole discretion, shall elect.

     7.   Prepayment.  Subject to Sections 6 and 18(a) hereof, Maker
reserves the privilege to prepay this Restated Promissory Note III in full
or in part without premium or penalty.

     8.   Acknowledgement of Debt.  Maker acknowledges that it received
full consideration for the amounts due hereunder and disclaims any and all
defenses to payment or other claims of any kind or nature in connection
with the Original Note or the agreements or transactions contemplated
therein.

     9.   Security.  This Restated Promissory Note III 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.

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

          (a)  The failure by Maker to make any payment of principal or
interest upon this Restated Promissory Note III 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 III other than as described in the preceding clause (a),
and the continuation 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 judgment, 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
and Restated Security Agreement) under the Third Amended and Restated
Security Agreement;

          (d)  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");

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

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

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

          (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 of 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 holder hereof in connection with the Loan, this
Restated Promissory Note III, 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 10, 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 III, 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 III.

     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 III 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 III.

     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 III, 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 action 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.

     11.  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 III, whether or not
any lawsuit is ever filed with respect thereto.

     12.  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.                  
     13.  Business Purpose.  The Maker represents and agrees that the
amounts outstanding under this Restated Promissory Note III 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.

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

     15.  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 III 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 III 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.

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

     17.  Exculpation.  Notwithstanding anything herein contained to the
contrary, JMB agrees (for itself and any subsequent holder of this Restated
Promissory Note III) that (1) all liability with respect to the debt
evidenced by this Restated Promissory Note III, 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 an 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 III shall have any
right to collect, enforce or proceed against or with respect to any such
negative capital account or partner's obligations.

     18.  Miscellaneous.

     (a)  Whenever any payment to be made under this Restated Promissory
Note III 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, the
Restated Promissory Note III 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 III, 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 III 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 III shall be governed by and
construed in accordance with the laws of the State of Illinois.

     (d)  This Restated Promissory Note III 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 III 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 III shall inure to the benefit of JMB and its
successors and assigns, including any participants of JMB.  Maker agrees
that JMB may further assign or sell participation interests in the loan
evidenced by this Restated Promissory Note III 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 III 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:                                    
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                         Its:                                   
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122779.03