CONSENT AGREEMENT



                                                          December 29, 1983

Continental Illinois National Bank
  and Trust Company of Chicago
231 South LaSalle Street
Chicago, Illinois   60697

Dear Sirs:

      In order to induce you (the "Bank") to make those certain loans of
$35,000,000, $15,000,000 and $13,000,000 to the undersigned (the
"Borrower"), evidenced by promissory notes in the respective amounts of
$35,000,000 (the "$35,000,000 Note"), $15,000,000 and $13,000,000
(collectively, the "Notes"), each secured pursuant to a Security Agreement
by an assignment of the partnership interest held by the undersigned in the
New York general partnership known as 245 Park Avenue Company (the
"Partnership"), the undersigned hereby agrees, for so long as any of such
Security Agreements shall remain in effect.

      1)    whenever Borrower's consent is requested by either of the other
partners under the following sections of the Partnership Agreement
establishing 245 Park Avenue Company (the "Agreement"), to notify Bank as
soon as Borrower is notified of such request and, subject to the following
paragraphs of this Consent Agreement, not to grant such consent without the
Bank's prior written consent:  (Section 2.3 Distributions of Capital,
(provided that Bank's consent shall not be required if such capital
distributions are made either on the basis of the Distributive Percentages
of the partners as defined in the Agreement or on a basis more favorable to
Borrower, and if such distribution is disbursed into the assignee deposit
account required under Section 5 of the aforesaid Security Agreement),
Section 2.4 Additional Capital Contributions, Section 2.7 B Loans by
Partners/Additional Loans (provided that in the case of either an
additional capital contribution under Section 2.4 or a loan by a partner or
an additional loan under Section 2.7, the Bank's consent shall not be
required if such additional capital, loan by a partner or additional loan
is in each case subordinated to the Bank's loan evidenced by the Notes, and
may not be either partially or wholly repaid until the Notes have been
repaid in full); Section 6.2 D(3) (respecting a sale of less than all of
the 245 Properties or a sale and leaseback thereof); Section 6.2 E 
(respecting financing and refinancing other than as permitted by Section 6.2 
F) (provided that in the case of either a sale under Section 6.2 D(3) or a 
financing or refinancing under Section 6.2 E, the Bank's consent shall not be 
required if the proceeds from such sale, financing or refinancing are 
sufficient to pay in full to the Bank at the initial closing thereunder the 
outstanding balance of the Notes); and Section 7.1 Transfer of Partnership 
Interests/In General; and

      2)    not to enter into any modification, amendment or supplement to
the Agreement, or otherwise engage in any action, or consent to or permit
any action by any other partner in the Partnership, which would result in
the creation of any interest prior in any respect to the interest of the
Bank under the Security Agreements, including without limitation any
distribution of capital to  any of the partners in the Partnership, any
additional capital contributions or loans or advances by any of the
partners or any third party to the Partnership, or any sale of all or any
part of the 245 Properties (as defined in the Agreement), or any partial or
complete financing or refinancing with respect thereto, or any transfer of
partnership interest by a partner other than Borrower, except as
specifically permitted by the Agreement as of the date hereof, or except as
allowed in the case of a distribution of capital, sale, financing or
refinancing which does not require the Bank's consent under Section 1
hereof.

      By executing in the apace provided below, the Bank agrees that
whenever its consent shall be required under Section 1 above, such consent
shall not be withheld unreasonably, considered by the Bank from the point
of view of its economic best interest as the holder of a collateral
assignment of a partnership interest in a general partnership, taking into
account the portion of the indebtedness evidenced by the Notes which is
then guaranteed (including whether or not the Guaranty of Interest relating
to the $35,000,000 Note has been released).

      Notwithstanding the provisions of Section 1 above, if the Bank
withholds its consent under this Consent Agreement, even if such consent is
withheld reasonably from the Bank's point of view as described above, but
the Borrower nonetheless reasonably concludes, after consultation with the
Bank on the matter, but without any requirement of an opinion of counsel,
that the Borrower is legally obligated under the Agreement to issue its
consent to such other partner, then the Bank's consent hereunder shall not
be required.
<PAGE>
      Any default under this Consent Agreement (a "Consent Default") shall
at the election of the Bank upon notice to Borrower constitute a default
under each of the Notes and the Bank shall have all the remedies provided
under each of the Notes.  In addition, a Consent Default shall have the
same effect as a "Default in the nature of the failure to perform a
monetary obligation" under clause (iii) of Section 8 of each of the
Security Agreements securing the Notes for all purposes of such clause
(iii).

      This Consent Agreement shall be a contract made under and governed by
the laws of the State of Illinois.

       All notices and consents under this Consent Agreement shall be in
writing and shall have been deemed to have been given when delivered
personally or on the second business day following the day when deposited
in the United States mail, postage prepaid, addressed to the Bank at its
address set forth above, to the attention of Reinhard Schneider and Jean
Callahan, and, addressed to the Borrower at 875 North Michigan Avenue,
Suite 3900, Chicago, Illinois 60611, to the attention of Stuart C. Nathan.

      This Consent Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns and,
without limiting the foregoing, all rights and powers hereunder or with
respect hereto of Bank, or any agent or representative of Bank, may be
exercised by any successor or assignee of Bank, including any patty to whom
the Bank sells a participation interest herein, or any agent or
representative or such successor or assignee.

                              JMB/245 PARK AVENUE ASSOCIATES,
                              an Illinois limited partnership

[Corporate Seal]              By Its General Partner

ATTEST:                       JMB Mangers-II, Inc.
                              an Illinois corporation
JOAN R. TREND
-----------------------------

Its   Asst. Secretary
      ---------------------   By:   H. RIGEL BARBER
                                    ----------------------

                              Name: H. RIGEL BARBER
                                    ----------------------
                              Title:Vice President
                                    ----------------------
ACKNOWLEDGED AND AGREED TO:
                              CONTINENTAL ILLINOIS NATIONAL BANK
                              AND TRUST COMPANY OF CHICAGO

ATTEST:                       By:   REINHARD SCHNEIDER
                                    ------------------------------
-----------------------------       Name: Reinhard J. Schneider
Its                                       ----------------------
      ---------------------         Title: Vice President
                                          ----------------------