EXHIBIT 4-D
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JMB/245 PARK AVENUE ASSOCIATES, LTD.




                              DEMAND NOTE



May 7, 2001                                       $100,000,000.00


     For value received, the undersigned, JMB/245 Park Avenue Associates,
Ltd. ("Payor"), promises to pay, on demand, to the order of JMB Realty
Corporation ("Payee"):  (i) One Hundred million dollars ($100,000,000), or,
if less, the aggregate unpaid principal balance hereof which is outstanding
on the date of such demand which Payee may, in its sole and absolute
discretion, advance to the Payor from time to time, and (ii) accrued
interest on such outstanding principal amount, as further provided
hereinafter.

     The unpaid principal amount of loans from time to time outstanding
hereunder shall bear interest from the date any such loan is made through
the date of payment at a fluctuating interest rate per annum equal at all
times to one percent (1%) over the Reference Rate, based upon a year
containing 360 days comprised of twelve 30-day months.  Such Reference Rate
shall be that rate of interest announced publicly by Bank of America
Illinois in Chicago, Illinois from time to time, as its reference rate.

     Prior to the date specified for payment by demand of Payee (the
"Payment Date"), accrued interest on this Note shall compound at the end of
each interest period, which shall be March 31, June 30, September 30, and
December 31 as applicable.  If Payor does not make payment of the interest
then accrued at the end of any interest period, the accrued interest shall
be added to principal on the last day of the applicable interest period.
After maturity, interest shall be payable upon demand on Payee.  The final
interest period for this Note shall terminate on the Payment Date.

     Payor may prepay without premium or penalty all or any part of the
principal or interest evidence by this note at any time.  Prepayments shall
be applied first to interest then accrued (whether or not the interest
period has then elapsed) and then to principal.

     The undersigned further agrees, subject only to any limitation
imposed by applicable law, to pay all expenses of every kind, including
reasonable attorney's fees and costs, incurred by Payee in endeavoring to
collect any amounts payable hereunder which are not paid when due whether
or not any lawsuit is ever filed with respect thereto.  Payments of both
principal and interest shall be made in lawful money of the United States
of America in immediately available federal funds, in accordance with
instructions issued by Payee from time to time.

     Payor and all sureties, endorsers, and guarantors of this Note (i)
waive demand, presentment for payment, notice of non-payment, protest,
notice of protest, notice of intent to accelerate, acceleration and all
other notice, filing of suit and diligence in collecting this Note, (ii)
agree that Payee or any other holder hereof shall not be required first to
institute suit in order to enforce payment of this Note, and (iii) consent
to any extension or postponement of time of payment of this Note and to any
other indulgence with respect hereto without notice thereof to any of them.

     This Note is intended to be performed in accordance with and only to
the extent permitted by all applicable law.  If any portion of this Note or
the application thereof to any person or circumstance shall, for any reason
and to any extent, be invalid or unenforceable, neither the remainder of


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this instrument nor the application of such provisions to other persons or
circumstances shall be affected thereby, but rather shall be enforced to
the greatest extent permitted by law.

     This Note is secured by that certain Security Agreement, dated as of
May 7, 2001, by and between Payor and Payee (collectively, as such
agreement may be further amended or modified, the "Security Agreement").
The Security Agreement also secures all other indebtedness of Payor to
Payee (collectively with this Note, the "JMB 245 Obligations").  Payee
shall apply any amounts received from Payor from the Collateral (as defined
in the Security Agreement), or otherwise in payment of any of the JMB 245
Obligations, to reduce Payor's outstanding indebtedness under the JMB 245
Obligations among the JMB 245 Obligations in such order as Payee, in its
sole discretion, shall elect.

     No single or partial exercise by Payee, or delay or omission in the
exercise by Payee, of any right or remedy shall preclude, waive or limit
any other or further exercise thereof or the exercise of any other right or
remedy.  This Note may not be modified or amended except in a writing
expressly intended for such purpose and executed by Payor and Payee.
Notwithstanding any provision herein to the contrary, liability of Payor to
Payee hereunder shall be limited to and satisfied from any and all assets
of Payor (other than rights of Payor against its partners), and no present
or future partner, shareholder, officer, director, trustee, beneficiary,
employee or agent of Payor shall have any personal liability under or in
connection with this Note, and no deficit capital account of any partner of
Payor shall be treated as an asset of Payor for purposes of the foregoing.
Payee may elect, in it sole discretion, to direct Payor to pay all or any
portion of the principal and interest payable hereunder to any person or
entity specified by Payee.  Payee may assign, transfer, pledge or otherwise
encumber this Note from time to time in its sole discretion.

     This Note shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.

     This Note is made under and governed by the internal laws of the
State of Illinois.


                            JMB/245 Park Avenue Associates, Ltd.

                            By:   JMB Park Avenue, Inc.,
                                  General Partner



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