THIRD AMENDED AND RESTATED SECURITY AGREEMENT


     This THIRD AMENDED AND RESTATED SECURITY AGREEMENT (this
"Assignment") dated as of the 1st day of August, 1995, between JMB/245 PARK
AVENUE ASSOCIATES, LTD., an Illinois limited partnership (herein, together
with its successors and assigns, the "Borrower"), having its address at 900
North Michigan Avenue, Suite 1500, Chicago, Illinois 60611, and JMB REALTY
CORPORATION (herein, together with its successors and assigns, "JMB"),
having its office at 900 North Michigan Avenue, Suite 1900, Chicago,
Illinois 60611.

                     W I T N E S S E T H:

     WHEREAS, Borrower has heretofore 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)
(the "Bank") certain promissory notes in the amounts of $15,000,000 and
$35,000,000, each dated as of December 29, 1983 (herein, said notes, as
amended, are called, respectively, the "$15,000,000 Note" and the
"$35,000,000 Note", and collectively, the "Original Notes"); and

     WHEREAS, the Borrower executed and delivered to the Bank, and the
Bank accepted, those certain Security Agreements each dated as of December
29, 1983 (the "Original Security Agreements") securing the $15,000,000 Note
and the $35,000,000 Note respectively; and

     WHEREAS, the Borrower and the Bank heretofore determined that the
original intention of the parties with respect to certain matters set out
in the Original Security Agreements would be more accurately expressed if
the Original Security Agreements were modified in certain respects, and
that the most appropriate way in which to accomplish that result was to
amend and restate the Original Security Agreements as First Amended And
Restated Security Agreements each dated as of December 29, 1983 between the
Borrower and the Bank (the "First Amended and Restated Security
Agreements"); and

     WHEREAS, Bank has previously advanced the full amount under the
Original Notes pursuant to certain term loans evidenced by the Original
Notes; and

     WHEREAS, the Borrower and Bank amended and restated the Original
Notes to provide for two Amended and Restated Promissory Notes dated as of
December 31, 1993, each in the principal amount of $25,000,000, and each
according to such other terms as set forth in each such Amended and
Restated Promissory Note (collectively, the "Existing Notes") and;


     WHEREAS, the Borrower has executed and delivered to the Bank those
certain Second Amended and Restated Security Agreements each dated as of
December 31, 1993, pursuant to which the Borrower and the Bank agreed to
amend and restate the First Amended and Restated Security Agreements to
secure each of the Existing Notes (collectively, the "Second Amended and
Restated Security Agreements") and;

     WHEREAS, the Borrower executed and delivered to the Bank that certain
Promissory Note dated as of December 31, 1993 in the original principal
amount of $2,194,631.25 ("Interest Exchange Note") in payment of the
Borrower's outstanding indebtedness to the Bank under that certain Interest
Exchange Agreement dated as of February 1, 1984; and

     WHEREAS, in order to secure the Borrower's indebtedness to the Bank
under the Interest Exchange Note, the Borrower executed and delivered to
the Bank that certain Security Agreement dated as of December 31, 1993 (the
"Interest Exchange Note Security Agreement"); and

     WHEREAS, JMB has from time to time made advances to the Borrower to
enable the Borrower to pay interest and principal under one of the Existing
Notes and certain other expenses and expects to make additional advances to
pay other expenses, and the obligation of the Borrower to repay such
advances is evidenced by that certain Subordinated Demand Note dated
December 31, 1993 made payable by the Borrower in favor of JMB, providing
for the maximum outstanding principal amount of $40,000,000 (as amended or
restated from time to time, the "Existing JMB Note").

     WHEREAS, pursuant to that certain letter agreement dated as of July
31, 1995, the Bank and Mellon Bank, N.A. ("Mellon") agreed to sell, and JMB
agreed to purchase, all of the Bank's and Mellon's respective right, title
and interest in and to the Existing Notes, the Interest Exchange Note, the
Second Amended and Restated Security Agreements, the Interest Exchange Note
Security Agreement and other agreements referenced therein (collectively,
the "Existing Documentation").

     WHEREAS, JMB and the Borrower have agreed to amend and restate the
Existing Documentation and the Existing JMB Note pursuant to that certain
Fourth Amendment to Loan Documents dated as of August 1, 1995 pursuant to
which the Borrower has executed and delivered to JMB (a) that certain
Second Amended and Restated Promissory Note dated August 1, 1995 in the
original principal amount of $16,042,000, made payable to JMB (as amended
or restated from time to time, the "Restated Promissory Note I"), (b) that
certain Second Amended and Restated Promissory Note dated August 1, 1995 in
the original principal amount of $25,000,000, made payable to JMB (as
amended or restated from time to time, the "Restated Promissory Note II"),
(c) that certain Amended and Restated Promissory Note dated August 1, 1995
in the original principal amount of $2,194,631.25, made payable to JMB (as
amended or restated from time to time, the "Restated Promissory Note III",
the Restated Promissory Note I, the Restated Promissory Note II and the
Restated Promissory Note III collectively referred to herein as the
"Restated Promissory Notes") and (d) that certain Amended and Restated
Demand Note dated August 1, 1995 in the maximum principal amount of
$40,000,000 made payable by the Borrower to JMB (as the same may be amended
or restated from time to time, the "JMB Note").

     WHEREAS, the Borrower and JMB desire to amend and restate the Second
Amended and Restated Security Agreements and the Interest Exchange Note
Security Agreement to, among other things, provide for one agreement that
secures all of the Restated Promissory Notes and the JMB Note;

     NOW THEREFORE, in consideration of the reciprocal undertakings set
out herein and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged by the Borrower and JMB, THE
SECOND AMENDED AND RESTATED SECURITY AGREEMENTS AND THE INTEREST EXCHANGE
NOTE SECURITY AGREEMENT ARE HEREBY AMENDED AND RESTATED TO READ IN THEIR
ENTIRETY AS FOLLOWS:

     1.   Definitions.  When used herein, the following terms shall have
the following meanings:

     "Acquisition Agreement" shall mean that certain Agreement dated as of
the 29th day of December, 1983, by and among Olympia & York Holdings
Corporation, an Ontario, Canada corporation, O & Y Equity Corp., a New York
corporation (together with any successor or assign of its interest in 245
(hereinafter defined), "O & Y Equity"), Fame Associates, a New York general
partnership ("Fame"), and Borrower, respecting the acquisition by Borrower
of an interest in 245.

     "Agreement" shall mean that certain First Amended and Restated
Agreement of General Partnership of 245 Park Avenue Company, dated December
29, 1983, by and between O & Y Equity Corp., Fame and Borrower, amending
and restating a New York general partnership known as 245 Park Avenue
Company, as subsequently amended by that certain First Amendment dated
December 29, 1986, that certain letter agreement dated March 6, 1987 and
that certain Amended Business Certificate for Partners (which among other
things reflects the sale of Fame's partnership interest to an affiliate of
O & Y Equity) dated June 30, 1988, as such Agreement may be further
amended, supplemented or modified.

     "Collateral" shall mean individually and collectively all property or
rights in which a security interest is granted hereunder.

     "Consent Agreement" shall mean that certain Consent Agreement dated
as of December 29, 1983 between the Bank and the Borrower as amended by
that certain Fouth Amendment to Loan Documents dated as of August 1, 1995
between Borrower and JMB and as may be further amended, supplemented or
modified.


     "Default" shall mean any of the following: (a) Borrower shall default
in the performance of any of Borrower's obligations or covenants under this
Assignment, and such default shall continue uncured for a period of thirty
(30) days after notice thereof from JMB to Borrower; (b) any representation
or warranty contained herein is not true in any material respect, and
remains untrue in any material respect for a period of thirty (30) days
after notice thereof from JMB to Borrower; (c) Borrower shall default (and
after any applicable grace period for cure) in the performance of any of
its obligations under the Agreement and any party exercises its remedies
against Borrower in respect of such default; (d) any event of default under
any of the Restated Promissory Notes or the JMB Note (i.e. after any
applicable grace period), or any default (and after any applicable grace
period for cure) under any of the other Loan Documents; (e) 245 shall
default (and after any applicable grace period for cure) under obligations
that give rise to liens or encumbrances on its property and as a result any
party accelerates such obligations or exercises remedies in connection
therewith.

     "Liabilities" shall mean all obligations of Borrower, or its
successors or assigns, to JMB under the Restated Promissory Notes, the JMB
Note, this Assignment, and all other Loan Documents, howsoever created,
arising, or evidenced, whether direct or indirect, absolute or contingent,
"recourse" or "non-recourse", now or hereafter existing, or due or to
become due; including, without limitation, advances made by JMB pursuant to
this Assignment to protect JMB's interest in the Collateral and all costs
and expenses of collection under and enforcement of this Assignment and the
other Loan Documents.

     "Loan Documents" shall mean the Restated Promissory Notes, the
Consent Agreement, the JMB Note and this Assignment, as each of them may be
contemporaneously herewith or hereinafter further amended, restated or
supplemented.

     "O & Y Guaranty" shall mean that certain Guaranty made as of the 29th
day of December, 1983, by O & Y Equity in favor of Borrower and 245.

     "Permitted Amount" shall mean $100,000,000 on the date hereof, or
such other amount as the parties shall hereafter agree to in writing in
their sole discretion.


     "Permitted Liens" shall mean, collectively, such security interests
as are permitted under Sections 2.2 and 2.7 of the Agreement to secure
amounts up to the Permitted Amount, security interests relating to certain
existing additional indebtedness certified by Borrower to the Bank as of
January 1, 1994, and the security interests created or continued under this
Assignment.

     "245" shall mean 245 Park Avenue Company (formerly Olympia & York
Estates Company), a New York general partnership. "245 Properties" shall
mean all properties and rights owned by 245, including, without limitation,
the real property commonly known as 245 Park Avenue, New York, New York.

     2.   Grant of Security Interest.  As security for payment of all
Liabilities, the Borrower hereby mortgages, sells, assigns, transfers, and
sets over to JMB and grants to JMB a security interest in and to the
following, whether now owned or hereafter acquired: (a) all right, title,
and interest of the Borrower in and to 245 (currently amounting to a
48.2467039% general partnership interest therein), whether as a result of
direct investments or contributions, or otherwise; (b) all right, title and
interest of Borrower in and to the 245 Properties; (c) all right, title,
and interest of Borrower in and to the Agreement, as may be amended or
restated from time to time, and all proceeds, payments, profits, and
distributions under the Agreement of every kind and character whatsoever
including, without limitation, current distributions, income, return of
capital, loan repayment, reimbursements, rents, profits, surpluses,
compensation (for services or otherwise), or distributions from sale,
financing, refinancing, redemption, or repurchase, or as a result of
liquidation or dissolution, or otherwise; (d) all right, title, and
interest of Borrower in and to the Acquisition Agreement (including,
without limitation, all of Borrower's rights under any representations or
warranties or covenants or indemnities contained therein); (e) all right,
title, and interest of Borrower in and to the O & Y Guaranty, including,
without limitation, the right to sue thereunder and otherwise enforce
Borrower's rights thereunder; (f) all right, title and interest of Borrower
in and to any title, casualty, liability, workmen's compensation, or other
insurance policies relating to 245 Properties; and (g) the proceeds and
products of and from any and all of the foregoing.

     3.   Warranties Respecting the Collateral and Other Matters.  The
Borrower represents and warrants that (a) the Borrower is the owner of all
Collateral free and clear of any lien, security interest, encumbrance or
any other right or interest of any other person except the Permitted Liens;
(b) to the best of the Borrower's knowledge, there is no assignment or
financing statement now on file or of record in any public office covering
any of the Collateral except in connection with the Permitted Liens; (c)
the Borrower has full power and authority to subject the Collateral to the
security interest herein granted; (d) the Borrower has furnished JMB with a
true and correct copy of the Agreement and the Acquisition Agreement, with
all amendments to any of them to date, and, to the best of the Borrower's
knowledge, the Borrower has fully performed all of its obligations and
satisfied all liabilities in the Acquisition Agreement and the Agreement;
(e) 245 is a general partnership duly organized and validly existing and in
good standing under the laws of New York and is authorized to do business
in each jurisdiction where its business or properties requires such an
authorization; (f) Borrower, and each general partner of Borrower, is duly
organized and validly existing and in good standing under the laws of
Illinois and is or will be qualified to do business in each jurisdiction
where its business or properties may require such qualification and the
failure to do so might result in material adverse consequences to such
entity; (g) Borrower, and each general partner of Borrower, has full power
and due authority to execute, deliver and perform this Assignment, the
Restated Promissory Notes, the JMB Note and the other Loan Documents, in
accordance with their terms.  Such execution, delivery and performance has
been duly authorized by all necessary corporate or partnership action and
approved by each required governmental authority or other party, and the
obligations of Borrower and every other party thereto under each are the
legal, valid and binding obligations of each, enforceable by JMB in
accordance with their terms subject to the potential effect of bankruptcy
laws and other applicable laws affecting the rights of creditors generally;
(h) the Borrower is the owner of a 48.2467039% general partnership interest
in 245, (i) the execution, delivery and performance of this Assignment, the
Restated Promissory Notes, the JMB Note or any other Loan Documents, does
not conflict with any provision of law (including, without limitation, any
usury or federal or state securities law) or of the Agreement or the O & Y
Guaranty or any other agreement binding upon Borrower or 245; (j) except as
set forth in writing from the Borrower to JMB, neither Borrower, nor, to
the best of the Borrower's knowledge, any general partner of Borrower or
any entity constituting Borrower, nor 245, is a party to any litigation
regarding the subject matter of any of the foregoing representations and
(k) all information with respect to the Collateral as set forth in any
writing furnished at any time heretofore or hereafter to JMB does not
contain, at the time furnished and to the best of the Borrower's knowledge,
any misleading or untrue statement of fact material to this Assignment, the
Restated Promissory Notes, the JMB Note, or any of the other Loan
Documents.

     4.   Agreements Respecting the Collateral and Other Matters.  The
Borrower will (a) not sell, pledge, mortgage, assign, transfer or otherwise
dispose of, or create or suffer to be created any lien, levy, security
interest, or encumbrance on, any of the Collateral, except for the
Permitted Liens, and will pay or cause to be paid when due all taxes,
assessments, charges, and liens lawfully imposed, assessed, or levied on
any of the Collateral; (b) defend the Collateral against all claims and
demands of all persons at any time claiming the same or any interest
therein adverse to JMB except for the Permitted Liens; (c) from time to
time execute such financing statements and other documents and will do and
perform all such other acts and things, all as JMB may request, to
establish and maintain a valid security interest in the Collateral (free of
all other claims whatsoever except for the Permitted Liens) to secure the
payment of the Liabilities; (d) keep, at its address shown above, or at the
office of the building manager of 245 Park Avenue, New York, New York (or
such other place or places in Chicago, Illinois or New York, New York, as
Borrower may from time to time designate to JMB in writing) all its records
concerning the Collateral, which records will be of such character as will
enable JMB or its designees to determine at any time the status thereof;
(e) furnish JMB such information concerning the Collateral as JMB may from
time to time reasonably request, and will permit JMB and its designees,
from time to time, to inspect, audit and make copies of and extracts from
all records and all other papers in the possession of the Borrower which
pertain to the Collateral, and will, upon request of JMB, deliver to JMB
all of such records and papers; (f) not enter into any modification,
amendment or supplement to, or permit the termination of, or execute any
waiver or release of, any term or provision of, or rights under, the
Agreement or the O & Y Guaranty without the prior written approval of JMB
thereto except as otherwise agreed in writing by JMB; (g) not cause or
permit 245 to be dissolved or terminated, or its business affairs wound up,
or any person or entity to be added or subtracted as a partner in 245
without the prior written approval of JMB; (h) perform, or cause to be
performed, all of Borrower's obligations under the Agreement and all other
Collateral, so Borrower's rights in and to the Collateral shall not be
impaired or jeopardized in any manner whatsoever; (i) notify JMB in writing
promptly of any material default by Borrower under the Agreement or any
notice to Borrower of any default under the Agreement; and (j) notify JMB
in writing of any material default by O & Y Equity under the Agreement,
and, in any case, furnish JMB with a copy of any notice of default given by
Borrower to any party under the Agreement simultaneously with the giving of
such notice to the defaulting party.

     5.   Payment of Amounts Due Borrower under the Agreement. 
A.   Prior to notice by JMB to Borrower, 245 and O & Y Equity of an event
which is a Default, or which, but for the passage of any applicable grace
period, would be a Default, by Borrower hereunder, Borrower agrees to pay
immediately and in full to JMB (to reduce the indebtedness on the Restated
Promissory Notes and the JMB Note), and after such notice, the Borrower
hereby irrevocably authorizes and directs 245, to pay all proceeds now due
or hereafter to become due to the Borrower in respect of 245 and/or the 245
Properties, whether derived from any financing or refinancing of the 245
Properties prior to the maturity date of the Restated Promissory Notes and
the JMB Note, or from any distributions to the partners under the Agreement
either of capital or cash flow, or otherwise, into an account which JMB
shall designate for the benefit of JMB only.  If Borrower cures a default
of which JMB has given Borrower notice before such default constitutes a
Default hereunder, then Borrower's authorization and direction to 245, to
make payments directly to JMB shall lapse and be of no further force and
effect with respect to such default; provided, however, that 245 may
continue to make payments directly to JMB until JMB shall have given 245
and O & Y Equity further notice hereunder (JMB agreeing promptly to notify
245 and O & Y Equity in the event that 245 shall no longer be required to
make payments directly to JMB hereunder).  All such amounts received by
JMB, either from the Borrower or 245, shall be applied to the Liabilities
in the manner set forth in the Restated Promissory Notes and the JMB Note.

     B.   For so long as Borrower is making such payments, the proceeds
now due or hereafter to become due to the Borrower in respect of 245 and/or
245 Properties may be net of normal operating costs of Borrower, including
attorney's fees and accountant's fees and reimbursements for other services
rendered to the Borrower by third parties.

     6.   Indemnification.  The Borrower will indemnify and save harmless
JMB from and against all claims, liabilities and expenses on account of any
liability, adverse claim, loss or expense asserted against JMB under or by
reason of this Assignment or as a result of any payments received by JMB
from any obligor on any Collateral or otherwise as proceeds of any
Collateral, except for matters resulting from a) the gross negligence or
intentional misconduct of JMB in exercising any of its remedies hereunder
or in performing any of its duties and obligations hereunder, or b) matters
relating to any period after such time as JMB (or any third party acquiring
the Collateral pursuant to JMB's exercise of its remedies) may have fully
succeeded to all of Borrower's right, title and interest in and to the
Collateral as a result of its exercise of its remedies hereunder or
otherwise.  Such obligation of the Borrower shall continue in effect after
and notwithstanding the discharge of the Liabilities and the release hereof
or the succession by JMB (or any third party acquiring the Collateral
pursuant to JMB's exercise of its remedies) to Borrower's right, title and
interest in and to the Collateral.

     7.   Default.  Whenever a Default shall be existing, JMB may
exercise any rights and remedies available to it under the Restated
Promissory Notes or any other Loan Document (including, without limitation,
acceleration of the Liabilities), or under applicable law.  In addition,
JMB shall have all rights and remedies of a secured party under the Uniform
Commercial Code of Illinois (regardless of whether such law or a similar
law is in effect in the jurisdiction where such rights and remedies are
asserted).  Without limiting the foregoing, upon Default JMB may, to the
fullest extent permitted by applicable law, without notice, advertisement,
hearing or process of law of any kind, sell any or all of the Collateral,
free of all rights and claims of the Borrower therein and thereto, at any
public or private sale, and bid for and purchase any or all of the
Collateral at any such sale.  In connection with any sale of the Collateral
made by JMB or any other party pursuant to or in accordance with or by
reason of this Assignment, JMB or said other party shall have the right,
free of any right of redemption of the Borrower (which Borrower hereby
waives), to execute and deliver an assignment of the Collateral to any
purchaser at such sale.  The Borrower hereby expressly waives, to the
fullest extent permitted by applicable law, any and all notices,
advertisements, hearings or process of law in connection with the exercise
by JMB of any of its rights and remedies upon Default.  If any notification
of intended disposition of any of the Collateral is required by law, such
notification, if mailed, shall be deemed reasonably and properly given if
mailed at least thirty (30) days before such disposition, postage prepaid,
addressed to the Borrower either at the address shown above, or such other
address of the Borrower within the State of Illinois as the Borrower may
indicate to JMB by a written notice complying with Section 10 hereof.  All
costs and expenses of any kind whatsoever, of collection and enforcement of
the Liabilities or any rights or remedies hereunder (including, without
limitation, all costs of disposing of the Collateral, together with court
costs and reasonable attorneys' fees), or incurred in realizing upon the
Collateral or in enforcing this Assignment, shall be paid by the Borrower,
shall be deemed to be additional Liabilities secured hereby.  Any proceeds
of any of the Collateral may be applied by JMB to the payment of expenses
in connection with the Collateral, including reasonable attorneys' fees and
legal expenses, and any balance of such proceeds shall be applied by JMB
toward the payment of such of the Liabilities (including the Restated
Promissory Notes and the JMB Note), and in such order of application, as
JMB may from time to time elect, with the excess, if any, to be paid to
Borrower.

     8.   Performance by JMB of Borrower's Obligations. After a Default
hereunder, or an event which, but for the passage of any applicable grace
period, would be a Default hereunder, JMB may, from time to time, perform
any obligation to be performed by the Borrower (a) hereunder or (b) under
the Restated Promissory Notes or the JMB Note or any of the Loan Documents,
any other instrument or document evidencing or securing any of the
Liabilities, or (c) under the Collateral (including, without limitation,
the Agreement), which the Borrower shall fail to perform, and JMB may take
any other action which JMB deems necessary for the maintenance or
preservation of any of the Collateral or its security interest in the
Collateral, with the following limitations: (i) if Borrower's obligation to
be performed by JMB is a non-monetary obligation and does not relate to the
giving of a consent or approval, then JMB may render such performance only
after JMB has given Borrower notice of an event which is a Default, or
which, but for the passage of any applicable grace period, would be a
Default hereunder (provided that JMB's power to perform such obligation
shall cease if and at such time as Borrower cures an event which is not yet
a Default within any applicable cure period); and (ii) if the Borrower's
obligation to be performed by JMB relates to the giving of a consent or
approval, JMB may render such performance only if a Default in the nature
of the failure to perform a monetary obligation has occurred, JMB has
accelerated the Liabilities, and JMB has initiated the process of
foreclosing on the Collateral, and either (a) JMB deems such action
necessary for the maintenance or preservation of any of the Collateral or
its security interest in the Collateral, or (b) in JMB's opinion, without
any requirement of an opinion of counsel, the Borrower is legally obligated
under the Agreement to issue such consent or approval.  All moneys advanced
by JMB in connection with the foregoing, together with interest at the rate
provided for after a default in the Restated Promissory Notes shall be
repaid by the Borrower to JMB, upon the latter's demand, or at such earlier
time as the Borrower may elect, and shall be secured hereby as part of the
Liabilities prior to any other obligation secured hereby, but the making of
any such advance by JMB shall not relieve the Borrower of any Default
hereunder.  Notwithstanding the foregoing, in all of their dealings with
the Borrower in connection with any consents, approvals or other
obligations which are the subject of the foregoing provisions of this
Section 8, Olympia & York 245 Park Avenue Holding Company, L.P. and O & Y
Equity Company, L.P. (collectively with their respective successors and
assigns, the "O & Y Partners") and 245 shall be entitled to rely on the
directions of the managing general partner of Borrower until they shall
have each received notice from JMB to the contrary and, following their
receipt of such notice from JMB, the O & Y Partners and 245 shall be
entitled to rely only on JMB's directions until such time as the O & Y
Partners (or any of them) and 245 shall have received further notice from
JMB that they may once again rely on the directions of the managing general
partner of the Borrower (JMB agreeing promptly to notify 245 and the O & Y
Partners in the event that they may once again rely on the directions of
the managing general partner of Borrower pursuant to the terms of this
Section 8).

     9.   No Liability on JMB.  Anything herein contained to the contrary
notwithstanding, this Assignment is given as collateral security only, (i)
the Borrower shall remain liable under the Agreement to perform all of its
obligations thereunder, (ii) JMB shall have no obligation or liability by
reason of or arising out of this Assignment (including actions by JMB
pursuant to Section 8 hereof), except matters resulting from JMB's gross
negligence or intentional misconduct, and (iii) until such time, if any, as
JMB (or a third party ["Third Party"] acquiring the Collateral pursuant to
JMB's exercise of its remedies hereunder or under any other of the Loan
Documents) succeeds to the Borrower's interest in the Collateral, JMB shall
have no obligation or liability under the Agreement (and then JMB or such
Third Party, as the case may be, only as to obligations and liabilities
accruing from and after such time).  In addition, unless and until JMB (or
any such Third Party) succeeds to Borrower's interest in the Collateral,
neither JMB nor such Third Party shall have any obligation to make any
payment or to make any inquiry as to the nature or the sufficiency of any
payment received by it, to present or file any claim, or to take any action
to collect or enforce the payment of any amounts which have been assigned
to it or to which it may be entitled at any time or times.  Under no
circumstances whatsoever will JMB (or any such Third Party) be deemed a
partner or member in 245 until such time, if any, as JMB (or such Third
Party) acquires Borrower's interest in the Collateral.

     10.  Miscellaneous.  No remedy herein conferred is intended to be
exclusive of any other remedy, but every such remedy shall be cumulative
and shall be in addition to every other remedy herein conferred, or
conferred upon JMB by any other agreement or instrument or security, or now
or hereafter existing at law or in equity or by statute.

     No failure or delay on the part of JMB in the exercise of any right
or remedy hereunder or under any other instrument or otherwise shall
operate as a waiver thereof, nor shall any single or partial exercise of
any such right or remedy preclude other or further exercise thereof or the
exercise of any other right or remedy.

     The satisfaction or discharge of any part of the Liabilities shall
not in any way satisfy or discharge this Assignment, but this Assignment
shall remain in full force and effect as long as any amount remains unpaid
or any monetary obligation remains unperformed on or with respect to any
such Liabilities.

     Wherever possible, each provision of this Assignment shall be
interpreted in such manner as to be effective and valid under applicable
law, but if, for any reason whatsoever, any one or more of the provisions
of this Assignment shall be held or deemed to be inoperative, unenforceable
or invalid as applied to any particular case or cases in any particular
jurisdiction or jurisdictions or in all jurisdictions or in all cases, such
circumstances shall not have the effect of rendering such provision
inoperative, unenforceable or invalid in any other jurisdiction or in any
other case or of rendering any of the other provisions of this Assignment
inoperative, unenforceable or invalid.

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

     All notices under this Assignment shall be in writing and shall have
been deemed to have been given when delivered personally or on the third
Business Day following the day when deposited in the United States mail,
postage prepaid, addressed to either party at its address set forth above,
to the attention of, in the case of JMB, H. Rigel Barber and, in the case
of Borrower, Stuart Nathan.

     This Assignment 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 JMB, or any agent or representative of JMB, may be exercised by
any successor or assignee of JMB, including any party to whom JMB sells a
participation interest herein, or any agent or representative of such
successor or assignee; provided, however, that all notices and directions
to 245 or any of the O & Y Partners hereunder shall be made only by JMB and
not by any holder of a participation interest in the loans referenced
herein.  

     This Assignment may be executed in any number of counterparts, each
of which shall be deemed to be an original, and all of which shall together
constitute but one and the same instrument.

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

     IN WITNESS WHEREOF, this Assignment has been duly executed as of the
day and year first above written.

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

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


                         By:  _________________________________

                         Name:_________________________________

                         Title:________________________________


                         JMB REALTY CORPORATION


                         By:  _________________________________

                         Name:_________________________________

                         Title:________________________________



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