EXHIBIT 4-D
-----------



PREPARED BY AND RETURN TO:
-------------------------

Philip M. Battles, III, Esq.
Hunton & Williams
1900 K Street, N.W.
Washington, DC  20006


                   MODIFICATION AND EXTENSION AGREEMENT
                   ------------------------------------


STATE OF NORTH CAROLINA       }
                              }
COUNTY OF FORSYTH             }


      This MODIFICATION AND EXTENSION AGREEMENT ("Agreement") is made
effective as of the 1st day of November, 1996, by and between the STATE
STREET BANK AND TRUST COMPANY, AS TRUSTEE ("Noteholder") FOR THE
REGISTERED
HOLDERS OF FDIC REMIC TRUST 1994-C1, COMMERCIAL MORTGAGE
PASS-THROUGH
CERTIFICATES, SERIES 1994-C1, whose servicer is BANC ONE MANAGEMENT AND
CONSULTING CORPORATION ("BOMCC"); WACHOVIA BUILDING ASSOCIATES, L.P.
(the
"Borrower"), and PHILIP M. BATTLES, III, sole acting substitute trustee
pursuant to a deed of appointment of substitute trustee (the "Trustee").


                          PRELIMINARY STATEMENTS
                          ----------------------

      WHEREAS, American Savings Bank, FSB, a federal stock savings bank
(the "Bank") made a loan ("Loan") to Borrower on October 15, 1986, in the
maximum principal amount of TWENTY-TWO MILLION AND 00/100 DOLLARS
($22,000,000.00); and

      WHEREAS, Borrower executed and delivered to the Bank that certain
Deed of Trust Note dated October 15, 1986 (as same may have been heretofore
amended, the "Note") payable to the order of the Bank in the amount of and
evidencing the Loan; and

      WHEREAS, Borrower executed and delivered (i) that certain Deed of
Trust and Security Agreement dated of even date with the Note (as same may
have been heretofore amended, the "Deed of Trust") to John J. Jernigan,
Esq., as trustee (the "Original Trustee") for the benefit of the Bank
recorded in Book 1569, at page 0878 among the records of the Register of
Deeds, Forsyth County, North Carolina (the "Land Records") covering the
real property described in EXHIBIT "A" attached hereto and incorporated
herein for all purposes, together with all improvements, appurtenances,
other properties (whether real or personal), rights and interests described
in and encumbered by the Deed of Trust ("Property"), and (ii) the certain
Collateral Assignment of Leases and Rents dated of event date with the Note
(as same may have been heretofore amended, the "Assignment") to secure the
payment of the Note and performance by Borrower of the other obligations
set forth in the Security Documents (as herein defined); and

      WHEREAS, Borrower caused to be issued by Ticor Title Insurance
Company (since merged into Chicago Title Insurance Company, hereinafter the
"Title Company") that certain Policy of Title Insurance (together with all
amendments and endorsements thereto, the "Policy") No. L9032376, dated
October 16, 1986, in the amount of the Note, insuring the dignity and
priority of the lien created and evidenced by the Deed of Trust; and

      WHEREAS, the FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") became
the owner and holder of the Note and the beneficiary, secured party and/or
assignee under the other Security Documents (hereinafter defined) as
successor-in-interest to certain assets of the failed Bank; and

      WHEREAS, Noteholder is now the owner and holder of the Note and the
beneficiary, secured party and/or assignee under the other Security
Documents (hereinafter defined) as successor-in-interest; and

      WHEREAS, Noteholder and Borrower now propose to modify certain of the
terms and provisions of the Note, the Deed of Trust, the Assignment and the
other related documents executed by Borrower pertaining to, evidencing or
securing the Loan (collectively, the "Security Documents").

      NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Noteholder and Borrower hereby agree as follows:

      1.    REINSTATEMENT; NO NOVATION.  Notwithstanding the prior maturity
of the Note [11/1/96], all of the Security Documents (including, without
limitation, the Note) are reinstated and are deemed to be continuing in
full force and effect (and are not extinguished).  All monies due and
payable under the Note shall continue to be due and payable in accordance
with the terms of the Note, as modified by this Agreement.  Nothing herein
contained shall affect or impair the validity or priority of the lien and
security interests under the Deed of Trust or under any of the other
Security Documents, which are hereby renewed and extended in accordance
with the terms of this Agreement.  The parties hereto confirm and agree
that this Agreement is not and is not intended to be a novation of the
Note.

      2.    DELINQUENT CHARGES.  Contemporaneously with the execution and
delivery of this Agreement, and as consideration for Noteholder's agreement
to enter into this Agreement, Borrower shall remit to Noteholder cash funds
sufficient to pay all unpaid taxes, if any, insurance premiums, if any,
overdue monthly payments of principal, and interest, together with late
charges that are due under the Note,if any, and any other outstanding
charges due to Noteholder under the Security Documents. 

      3.    PAYMENT OF EXTENSION FEE.  Contemporaneously with the execution
and delivery of this Agreement, Borrower shall remit to BOMCC cash funds in
the amount of $99,163.10, which sum shall be in payment of a
reprocessing/re-underwriting extension fee due to BOMCC as additional
consideration for the extension of the maturity date of the Note as set
forth herein.

      4.    CONFIRMATION OF OUTSTANDING PRINCIPAL BALANCE.  Borrower and
Noteholder agree that the outstanding principal balance of the Note as of
November 1, 1996 is $19,832,619.77.

      5.    REAFFIRMATION OF DEED OF TRUST.  Except as specifically
modified by this Agreement, the terms and provisions of the Deed of Trust
are hereby ratified and confirmed and remain in full force and effect.  The
Deed of Trust, as modified hereby, continues to secure the obligations of
the Borrower under the Loan, with the same lien priority as immediately
prior to the execution and delivery hereof.  Borrower hereby reaffirms all
of the covenants, representations and warranties made by the Borrower in
the Deed of Trust, including, without limitation, the Borrower's covenant
to keep the Property free from all liens, mortgages, deeds of trust and
security interests of every kind and nature other than the lien of the Deed
of Trust, as set forth in paragraph 4 of the Deed of Trust.

      6.    EXTENSION OF MATURITY.  The maturity date of the Note is hereby
extended until November 1, 2001 (the "Maturity Date"), when the unpaid
principal balance of the Note, together with all accrued but unpaid
interest thereon, shall, unless made payable earlier as provided herein or
in any of the Security Documents, be due and payable.  Borrower hereby
renews and extends, but does not extinguish, the Note and the liens,
security interests and assignments created and evidenced by the Deed of
Trust and other Security Documents, and in this regard all of the Security
Documents are hereby renewed and modified by extending the maturity date
thereof as set forth above.  Borrower covenants to observe, comply with and
perform each of the terms and provisions of the Security Documents, as
modified hereby.

      7.    PAYMENT OF THE NOTE.  Notwithstanding anything contained herein
or in the Note or the Deed of Trust to the contrary, the Note shall be due
and payable in monthly installments of principal and interest in the amount
$181,718.09, commencing on December 1, 1996, and continuing on the same day
of each successive month thereafter until the Maturity Date, or as earlier
provided in the Security Documents.  Each monthly installment shall be
applied first to accrued and unpaid interest, and then the principal as
provided for in the Deed of Trust.  

      8.    INTEREST RATE.  Notwithstanding anything contained in the Note
to the contrary, effective as of November 1, 1996, interest on the
principal balance of the Note, as modified hereby, from time to time
remaining unpaid prior to maturity shall accrue and be payable at the rate
of NINE AND 55/100 percent (9.55%) per annum.  Interest on the Note shall
be calculated at a daily rate based on a 30-day month and a 360-day year,
but never in excess of the Maximum Lawful Rate.  As used herein, the term
"Maximum Lawful Rate" means at any time the highest rate of interest
permitted by applicable law.

      9.    SUBSTITUTION OF NOTEHOLDER.  Effective as of the date
Noteholder acquired the Note, Deed of Trust and other Security Documents,
for the purpose of clarifying the names of the parties in the Security
Documents, and the beneficial owner in, of and as set forth in the Security
Documents, Noteholder shall be substituted as the payee under the Note, the
named beneficiary under the Deed of Trust, and the lender and/or secured
party under all of the other Security Documents and the Security Documents
are hereby so modified in each respect.

      10.   ENVIRONMENTAL PROTECTION OBLIGATION.  The following covenants,
representations, warranties, obligations, agreements of indemnity and
related agreements are collectively referred to as Borrower's
"ENVIRONMENTAL PROTECTION OBLIGATION" and are in addition to any
environmental representations, warranties and covenants of the Borrower set
forth in the Deed of Trust:

      (a)  Borrower represents and covenants that (i) Borrower will not
hereafter cause or (with respect to the Property) knowingly permit to
occur, a discharge, spillage, uncontrolled loss, seepage or filtration
(hereinafter referred to as a "SPILL") of oil or petroleum or chemical
liquids or solids, liquid or gaseous products or hazardous waste, or
hazardous substance as those terms are used in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as the same
may be amended from time to time (hereinafter referred to as the "ACT") at,
upon, under or within the Property or any contiguous real estate; (ii) to
the best of its knowledge, Borrower has not been and will not be involved
in operations at or in the Property which could lead to the imposition on
Borrower of liability, or the creation of a lien on the Property, under the
Act or under any similar applicable laws or regulations; and (iii) Borrower
has not and will not knowingly permit any tenant or occupant of the
Property to engage in any activity that could lead to the imposition of
liability on such tenant or occupant, Borrower or any owner of any of the
Property, or the creation of a lien on the Property, under the Act or any
similar applicable laws or regulations;

      (b)  Borrower shall comply strictly and in all respects with the
requirements of the Act and related regulations and with all similar
applicable laws and regulations and shall notify Noteholder promptly in the
event Borrower is notified of any Spill or location of hazardous substance
upon the Property in violation of the Act, and shall promptly forward to
Noteholder copies of all orders, notices, permits, applications or other
communications and reports  issued by or to any governmental agency having
jurisdiction over the Property (and any report prepared by an environmental
consultant) in connection with any Spill or the Act or related regulations
or any similar applicable laws or regulations, as they may affect the
Property;

      (c)  If Noteholder has reasonable cause to believe that a Spill or a
violation of the Act or a breach of Borrower's obligations under this
section entitled "Environmental Protection Obligation" may exist (whether
or not such Spill, violation or breach is ultimately found to exist)
Borrower, promptly upon the reasonable written request of Noteholder from
time to time, shall provide Noteholder with an environmental site
assessment or environmental audit report, or an update of such an
assessment or report, all in scope, form and content reasonably
satisfactory to Noteholder, at Borrower's expense;

      (d)  Except to the extent arising from an act of Noteholder or an act
of Noteholder's agent or contractors or to the extent the same first
accrues after Noteholder or its successors or assigns becomes the owner of
the Property, Borrower shall indemnify Noteholder and hold Noteholder
harmless from and against all unrelated third party claims (including any
loss, liability, damage and expense, including reasonable attorneys' fees,
suffered or incurred as a result thereof by Noteholder, whether as holder
of the Deed of Trust, as mortgagee in possession or as successor in
interest to Borrower as owner of the Property by virtue of foreclosure or
acceptance of a deed in lieu of foreclosure) arising (i) on account of a
violation of any federal, state or local law, regulation or ordinance
relating to environmental regulation including, but not limited to the
following, as the same may be amended from time to time: (a) the Resource
Conservation and Recovery Act of 1976; (b) the Comprehensive Environmental
Response, Compensation and Liability Act of 1980; (c) Superfund Amendments
and Reauthorization Act of 1986; or (d) Environmental Protection Agency
regulations promulgated thereunder (collectively the "Hazardous Substance
Laws"); or (ii) with respect to any other matter affecting the Property
within the jurisdiction of the federal Environmental Protection Agency or
pursuant to the Hazardous Substance Laws and in the regulations adopted
pursuant to the Hazardous Substance Laws; and

      (e)  In the event of any Spill or hazardous substance affecting the
Property in violation of the Act, or if Borrower shall fail to comply with
the provisions of this section entitled "Environmental Protection
Obligation" or any of the requirements of the Hazardous Substance Laws
regulations or any other environmental law or regulation, Noteholder may,
at Noteholder's election, but without the obligation to do so, give such
notices and/or cause such work to be performed at the Property and/or take
any and all other actions as Noteholder, in Noteholder's reasonable
discretion, shall deem necessary or advisable in order to remedy said Spill
or cure said failure of compliance and any reasonable amounts paid as a
result thereof, together with interest thereon at the default rate as set
forth in the Note from the date of payment by Noteholder, shall be due and
payable by Borrower to Noteholder after thirty (30) days demand by
Noteholder of Borrower therefor, and until paid shall be added to and
become a part of the Indebtedness and shall have the benefit of the lien
hereby created as a part thereof.  

      Notwithstanding anything contained in this section 10 to the
contrary, in the event the terms, provisions and conditions of the Deed of
Trust with respect to environmental matters conflicts with any terms,
provisions and conditions of this section 10, such terms, provisions and
conditions of this section 10 shall control.

      Borrower and Noteholder acknowledge the existence of asbestos at the
Property.  The existence of asbestos shall not be a Default under the
Security Documents.  However a Default under the Security Documents shall
occur in the event Borrower receives notice issued by any governmental
agency having jurisdiction over the Property that remediation for the
asbestos at the Property is required and Borrower fails to accomplish such
remediation within the requisite time period.

      11.   TITLE INSURANCE.  Contemporaneously with the execution and
delivery hereof, the Borrower shall cause the Title Company to issue with
respect to the Policy, an endorsement, in form and substance satisfactory
to Receiver, to update the Policy, insure the validity of the original lien
position of the Deed of Trust, as modified, with respect to the Property,
and confirm that the Policy is still in effect and unimpaired,
notwithstanding the terms and provisions hereof.

      12.   ACKNOWLEDGMENT BY BORROWER.  Except as otherwise specified
herein, the terms and provisions hereof shall in no manner impair, limit,
restrict, or otherwise affect the obligations of Borrower or any third
party to Noteholder, as evidenced by the Security Documents.  Borrower
hereby acknowledges, agrees and represents that (i) Borrower is indebted to
Noteholder pursuant to the terms of the Note as reinstated and modified
hereby; (ii) the liens, security interests and assignments created and
evidenced by the Security Documents are, respectively, valid and subsisting
liens, security interests and assignments of the respective dignity and
priority recited in the Security Documents; (iii) there are no claims or
offsets against, or defenses or counterclaims to, the terms or provisions
of the Security Documents; (iv) Borrower has no claims, offsets, defenses
or counterclaims arising from any of Noteholder's acts or omissions with
respect to the Property, the Security Documents or Noteholder's performance
under the Security Documents or with respect to the Property; (v) to the
best of Borrower's knowledge, the representations and warranties contained
in the Security Documents are materially true and correct representations
and warranties of Borrower, as of the date of this Agreement; and (vi)
Noteholder is not in default and no event has occurred which, with the
passage of time, giving of notice, or both, would constitute a default by
Noteholder of Noteholder's obligations under the terms and provisions of
the Security Documents.  To the extent Borrower now has any claims,
offsets, defenses or counterclaims against Noteholder or the repayment of
all or a portion of the Loan, whether known or unknown, fixed or
contingent, the same are hereby forever irrevocably waived and released in
their entirety.

      13.   CERTIFICATION WITH RESPECT TO LEASES AT THE PROPERTY.  
The Borrower hereby certifies, acknowledges and agrees as follows:

            A.    The following leases (collectively, the "Leases"), are
all of the Leases now in existence at the Property:

            (i)  _______________________________________
                  _______________________________________
                  _______________________________________

            (ii) _______________________________________
                  _______________________________________
                  _______________________________________

            B.    Each of the Leases is in full force and effect, neither
of the Leases has been modified in any respect whatsoever and each of the
Leases constitutes the complete agreements between the parties thereto with
respect to the leasing of the Property. 

            C.    To the best of the Borrower's knowledge,
______________________ and ________________________ (collectively, the
"Lessees") have performed all of their respective obligations under the
Leases. 

            D.    The Borrower asserts no claim (a) of delinquency, default
interest or amounts due and owing with respect to the payment of rent or
other charges payable under either of the Leases or (b) against either of
the Lessees with respect to any respective obligation of either of the
Lessees under the Leases.

            E.    The Borrower is not aware of any fact or circumstance
that, by itself or with the giving of notice or the passage of time or
both, would constitute a default by either of the Lessees under the Leases.

            F.    Neither of the Lessees has been granted any options,
reduced or free rent or other concessions or rights except as expressly set
forth in the Leases.

            G.    The Borrower has received no notice and has no actual
knowledge of any prior assignment, hypothecation or pledge of either of the
Lessees' rights under the Leases.

            H.    To the best of the Borrower's knowledge, each of the
Lessees' respective rights under the Leases have not been assigned (in
whole or in part) and the Property has not been sublet (in whole or in
part). 

            I.    The Borrower shall not agree to any alteration,
modification, amendment or termination of any Lease to a Lessee that
occupies more than 2,500 square feet of space on the Property which shall
create rights in the Property in any tenant other than the Lessees, or
reduce the Noteholder's rights under the Security Documents, as modified by
this Agreement, without Noteholder's consent.

      14.   RELEASES, COVENANTS NOT TO LITIGATE, ASSIGNMENTS AND
INDEMNIFICATION.  In consideration for the renewal, extension and/or
restructure of the Note, Borrower hereby agrees as follows (Borrower is
herein sometimes referred to as "Releasing Parties"):

            A.    Effective as of the date of execution of this Agreement,
each of the Releasing Parties hereby: (i) fully and finally acquits,
quitclaims, releases and discharges each of the Released Parties (the term
"Released Parties" shall be defined as Noteholder, BOMCC, and their
respective officers, directors, shareholders, representatives, employees,
agents and attorneys) of and from any and all obligations, claims,
liabilities, damages, demands, debts, liens, deficiencies or cause or
causes of action (including claims and causes of action for usury) to, of
or for the benefit (whether directly or indirectly) of the Releasing
Parties, or any or all of them, at law or in equity, known or unknown,
contingent or otherwise, whether asserted or unasserted, whether now known
or hereafter discovered, whether statutory, in contract or in tort, as well
as any other kind or character of action now held, owned or possessed as of
the date hereof (whether directly or indirectly) by the Releasing Parties
or any or all of them on account of, arising out of, related to or
concerning, whether directly or indirectly, proximately or remotely (x) the
Note or any of the Security Documents, or (y) this Agreement; (ii) waives
any and all defenses to payment of the Note for any reason existing as of
the date of execution of this Agreement; and (iii) waives any and all
defenses, counterclaims or offsets to the Security Documents existing as of
the date of execution of this Agreement (collectively, the "Released
Claims");

            B.    In addition to the releases contained hereinabove, and
not in limitation thereof, each of the Releasing Parties hereby agrees that
none of them shall ever prosecute, or voluntarily aid in the prosecution
of, any of the Released Claims, whether by claim, counter-claim or
otherwise;

            C.    If, and to the extent that, any of the Released Claims
are, for any reason whatsoever, not released and discharged pursuant to the
provisions of paragraph (a) above, each of the Releasing Parties hereby
absolutely and unconditionally grants, sells, bargains, transfers, assigns
and conveys unto Noteholder each and every of the Released Claims and any
proceeds, settlements and distributions relating thereto; and

            D.    Each of the Releasing Parties hereby expressly agrees to
indemnify and hold harmless the Released Parties, and each of them, of and
from any and all obligations, claims, liabilities, damages, demands, debts,
liens, costs and expenses of any of such Released Parties, that may be
asserted or may arise, whether directly or indirectly, proximately or
remotely, in connection with (i) any claim or assertion that Noteholder, or
any of the Released Parties, must disgorge or otherwise return to the
Releasing Parties any sums heretofore paid or credited on to or in
connection with the Note and/or (ii) any claim or assertion by the
Releasing Parties with respect to the execution or delivery of, or the
consummation of, the transactions contemplated by, this Agreement.

      15.   NO WAIVER OF REMEDIES.  Except as may be expressly set forth
herein, nothing contained in this Agreement shall prejudice, act as, or be
deemed to be a waiver of any right or remedy available to Noteholder by
reason of the occurrence or existence of any fact, circumstance or event
constituting a default under the Note or the other Security Documents, save
and except any monetary defaults prior to the date of this Agreement which
defaults are hereby expressly waived.

      16.   INTEREST LIMITATION.  The Note shall be governed by and
construed in accordance with North Carolina law and applicable federal law.

The parties hereto intend to conform strictly to the applicable usury laws.

In no event, regardless of any provisions contained therein or in any other
document executed or delivered in connection herewith, shall Noteholder or
BOMCC ever be deemed to have contracted for or be entitled to receive,
collect or apply as interest on the Loan, any amount in excess of the
maximum amount permitted by applicable law.  In no event, whether by reason
of demand for payment, prepayment, acceleration of the maturity hereof or
otherwise, shall the interest contracted for, charged or received by
Noteholder hereunder or otherwise exceed the maximum amount permissible
under applicable law.  If from any circumstance whatsoever interest would
otherwise be payable to Noteholder in excess of the maximum lawful amount,
the interest payable to Noteholder shall be reduced automatically to the
maximum amount permitted by applicable law.  If Noteholder shall ever
receive anything of value deemed interest under applicable law which would
apart from this provision be in excess of the maximum lawful amount, an
amount equal to any amount which would have been excessive interest shall
be applied to the reduction of the principal amount owing hereunder in the
inverse order of its maturity and not to the payment of interest, or if
such amount which would have been excessive interest exceeds the unpaid
balance of principal hereof, such excess shall be refunded to Borrower. 
All interest paid or agreed to be paid to Noteholder shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full stated term (including any renewal or extension) of
such indebtedness so that the amount of interest on account of such
indebtedness does not exceed the maximum permitted by applicable law.  The
provisions of this paragraph shall control all existing and future
agreements between Borrower and Noteholder.

      17.   NOTICES.  All notices or other communications required or
permitted to be given pursuant to the Security Documents or hereto (except
for notice of a foreclosure sale which shall be given in the manner
specifically set forth in the Deed of Trust or by applicable law) shall be
in writing and shall be deemed served and given on the earlier of (i) the
date of receipt indicated on the return receipt of notices sent, properly
addressed to the designated address of the addressee as set forth below,
postage prepaid, registered or certified mail with return receipt requested
or (ii) at the time of delivery to the designated address of the addressee
set forth below by a third party commercial delivery service.  Notice given
in any other manner shall be effective only if and when received by the
addressee.  For purposes of notices, the addresses of the parties shall be
as follows:

            NOTEHOLDER: STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE
("Noteholder") FOR THE REGISTERED HOLDERS OF FDIC REMIC TRUST 1994-C1,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1994-C1, successor
in
interest to American Savings Bank, FSB,
                              c/o Banc One Management and Consulting    
Corporation
                              1717 Main Street, 12th Floor
                              Bank One Center
                              Dallas, Texas  75201
                              Attn:  Helen Hernandez

            BORROWER:         Wachovia Building Associates, L.P.
                              c/o JMB Realty Corporation
                              900 N. Michigan Avenue, 12th Floor
                              Chicago, IL  60611
                              Attn:  Tom Bennett

                              with a copy to:

                              Pircher, Nichols & Meeks
                              1999 Avenue of the Stars
                              Los Angeles, CA  90067
                              Attn:  Stevens A. Carey, Esq.

Either party shall have the right to change its address for notice
hereunder and under the other Security Documents to any other location
within the continental United States by notice to the other party of such
new address at least thirty (30) days prior to the effective date of such
new address.

      18.   FURNISHING INFORMATION.  Borrower agrees that Noteholder may
furnish any financial or other information concerning Borrower heretofore
or hereafter provided by Borrower to Noteholder to any prospective or
actual purchaser of any participation or other interest in the Loan or to
any prospective or actual purchaser of any securities issued or to be
issued by Noteholder.

      19.   COSTS AND EXPENSES.  Contemporaneously with the execution and
delivery hereof, Borrower shall pay, or cause to be paid, all reasonable
costs and expenses incident to the preparation, execution and recordation
hereof and the consummation of the transaction contemplated hereby,
including, but not limited to, reasonable ATTORNEYS' FEES AND CHARGES
INCURRED BY Noteholder, recording fees, title insurance policy or
endorsement premiums or other charges of the Title Company.  To the extent
not prohibited by applicable law, Borrower will pay all reasonable costs
and expenses and reimburse Noteholder for any and all reasonable
expenditures of every character incurred or expended from time to time
during the existence of any default beyond the expiration of any applicable
notice or cure period hereunder or under the Security Documents, in
connection with Noteholder's evaluating, monitoring, administering, and
protecting the Property, and creating, perfecting and realizing upon
Noteholder's security interest in its liens upon the Property, and all
costs and expenses, including, without limitation, all appraisal fees,
consulting fees, filing fees, taxes, brokerage fees and commissions, fees
incident to any security interest lien and other title searches and
reports, escrow fees, attorney's fees, legal expenses, court costs, costs
incurred in connection with liquidation or sale of the Property, and all
other reasonable professional fees.  Any amount to be paid under this
section by Borrower to Noteholder shall bear interest from the date of
demand at the Maximum Rate, to the extent not prohibited by applicable law.

      20.   CONDITIONS/COVENANTS.  It shall be a condition to the
effectiveness of this Agreement that, on or before the execution hereof by
Noteholder, (i) Borrower shall have paid the Noteholder (a) all unpaid
taxes, insurance premiums, overdue monthly payments of principal and
interest due and payable hereunder on the date of execution hereof,
together with any late charges due under the Note and any other outstanding
charges due to Noteholder under the Security Documents referred to in
section 2 hereinabove, (b) the reprocessing/re-underwriting extension fee
referred to in section 3 hereinabove, (c) attorneys' fees and charges
incurred by Noteholder, referred to in section 19 hereinabove, and (d) the
recording fees and any title insurance policy or endorsement premiums due
to the Title Company referred to in section 11 hereinabove.  The
effectiveness of this Agreement shall also be conditioned on, prior to the
execution of this Agreement by Noteholder, (i) Borrower's satisfactory
completion, execution and delivery to Noteholder of a Notice to Borrower
About Federal Disaster Relief Assistance relating to the Property, and (ii)
Borrower's delivery to Noteholder or its counsel, in form satisfactory to
Noteholder and its counsel, of those items set forth in that certain letter
(including EXHIBIT "A" attached thereto) dated September 23, 1996, from
BOMCC to Borrower. Satisfactory completion of the conditions listed above
shall be evidenced by Noteholder's execution of this Agreement.

      21.   DEFAULT.  A failure by Borrower to observe or perform any
covenant, term or provision of this Agreement, or if at any time any
representation or warranty which has been made by Borrower herein shall be
incorrect in any material respect, shall constitute a default under the
Note and other Security Documents, subject to the appropriate notice and
cure periods set forth in paragraph 19 of the Deed of Trust.

      22.   DEFAULT INTEREST.  All more than 10 days past due principal of
and, to the extent permitted by applicable law, interest upon the Note
shall bear interest at the rate of eighteen percent (18%) per annum, but in
no event to exceed the Maximum Rate.  The term "Maximum Rate", as used
herein, shall mean, with respect to the holder of the Note, the lesser of
(i) eighteen percent (18%) and (ii) the maximum nonusurious interest rate,
if any, that at any time, or from day to day, may be contracted for, taken,
reserved, charged, or received on the indebtedness evidenced by the Note,
under the laws which are presently in effect of the United States and the
State of North Carolina applicable to such holder and such indebtedness or,
to the extent permitted by law, under such applicable laws of the United
States and the State of North Carolina which may hereafter be in effect and
which allow a higher maximum nonusurious interest rate than applicable laws
now allow.  

      JMB   BUSINESS DAY.     Should the principal of, or any installment
of interest upon, the Note become due and payable on any day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day, and interest shall be payable with respect to such extension.

All payments of principal of and interest on the Note shall be made by
Borrower to Noteholder before 2:00 pm (local time) in federal or other
immediately available funds in care of Banc One Management and Consulting
Corporation, Servicer for State Street Bank and Trust Company, as trustee
for the Registered Holders of FDIC REMIC Trust 1994-C1, Commercial Mortgage
Pass-Through Certificates, Series 1994-C1, at 1717 Main Street, 12th Floor,
Bank One Center, Dallas, Texas  75201.  Funds received after 2:00 pm (local
time) shall be treated for all purposes as having been received by
Noteholder on the Business Day next following the date of receipt of such
funds.  "Business Day" shall mean any Monday through Friday upon which
national banks located in the State of Texas are open for business.

      24.   ADDITIONAL DOCUMENTATION.  From time to time, Borrower shall
execute or procure and deliver to Noteholder such other and further
documents and instruments evidencing, securing or pertaining to the Loan or
the Security Documents as shall be reasonably requested by Noteholder so as
to evidence or effect the terms and provisions hereof. 

      25.   EFFECTIVENESS OF THE SECURITY DOCUMENTS.  Except as expressly
modified by the terms and provisions hereof, each of the terms and
provisions of the Security Documents are hereby ratified and shall remain
in full force and effect; provided, however, that any reference in any of
the Security Documents to the name of payee or secured party or beneficiary
or assignee thereunder, or to the Loan, the amount constituting the Loan,
any defined terms, or to any of the other Security Documents shall be
deemed, from and after the date hereof, to refer to Noteholder, the Loan,
the amount constituting the Loan, defined terms and to such other Security
Documents, as modified hereby.

      26.   APPLICABLE LAW.  THIS AMENDMENT AND ALL OTHER SECURITY
DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO BE
PERFORMABLE IN
NORTH CAROLINA, FORSYTH COUNTY, NORTH CAROLINA, AND SHALL BE
GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH
CAROLINA,
AND THE APPLICABLE LAWS OF THE UNITED STATES.

      27.  WAIVER OF JURY TRIAL.  DUE TO THE COMPLEXITY OF THE
TRANSACTION
CONTEMPLATED BY THE SECURITY DOCUMENTS, THE NOTEHOLDER AND THE
BORROWER
HEREBY ACKNOWLEDGE AND AGREE THAT A TRIAL BEFORE A JUDGE IS MORE
APPROPRIATE THAN A TRIAL BEFORE A JURY.  THE Noteholder AND THE
BORROWER
HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY SUIT INVOLVING THE
ENFORCEMENT OF THE PROVISIONS OF ANY OF THE SECURITY DOCUMENTS, AND
GRANT
THE JUDGE PRESIDING OVER ANY SUCH SUIT FULL POWER AND AUTHORITY TO
DETERMINE ALL QUESTIONS OF FACT.  

      28.  TIME.  Time is of the essence in the performance of the
covenants contained herein and in the Security Documents.

      29.   BINDING AGREEMENT.  This Agreement shall be binding upon the
respective heirs, executors, administrators, personal representatives,
successors and assigns of the parties hereto; provided, however, the
foregoing shall not be deemed or construed to (i) permit, sanction,
authorize or condone the assignment of all or any part of the Property or
any of Borrower's rights, titles or interests in and to the Property or any
rights, titles or interests in and to Borrower, except as expressly
authorized in the Security Documents, or (ii) confer any right, title,
benefit, cause of action or remedy upon any person or entity not a party
hereto, which such party would not or did not otherwise possess.

      30.   HEADINGS.  The section headings are inserted for convenience of
reference only and shall in no way alter, amend, define or be used in the
construction or interpretation of the text of such section.

      31.   CONSTRUCTION.  Whenever the context hereof so requires,
reference to the singular shall include the plural and likewise, the plural
shall include the singular; words denoting gender shall be construed to
mean the masculine, feminine or neuter, as appropriate; and specific
enumeration shall not exclude the general, but shall be construed as
cumulative of the general recitation.

      32.   SEVERABILITY.  If any clause or provision of this Agreement is
or should ever be held to be illegal, invalid or unenforceable under any
present or future law applicable to the terms hereof, then and in that
event, it is the intention of the parties hereto that the remainder of this
Agreement shall not be affected thereby, and that in lieu of each such
clause or provision of this Agreement that is illegal, invalid or
unenforceable, such clause or provision shall be judicially construed and
interpreted to be as similar in substance and content to such illegal,
invalid or unenforceable clause or provision, as the context thereof would
reasonably suggest, so as to thereafter be legal, valid and enforceable.

      33.   COUNTERPARTS.  To facilitate execution, this Agreement may be
executed in as many counterparts as may be convenient or required.  It
shall not be necessary that the signature and acknowledgment of, or on
behalf of, each party, or that the signature and acknowledgment of all
persons required to bind any party, appear on each counterpart.  All
counterparts shall collectively constitute a single instrument.  It shall
not be necessary in making proof of this Agreement to produce or account
for more than a single counterpart containing the respective signatures and
acknowledgment of, or on behalf of, each of the parties hereto.

      34.   NO ORAL AGREEMENTS.  In consideration of the modification of
the Loan as provided herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto (i) agree that each party's  execution of this Agreement constitutes
an acknowledgement that such party has read and understands this Agreement,
and that it is intended to be part of and is incorporated by reference into
each of the Security Documents; (ii) acknowledges receipt of the following
Notice, and (iii) to the extent allowed by law, agrees to be bound by the
terms of this Agreement and the Notice:

      NOTICE:  THIS DOCUMENT AND ALL OTHER DOCUMENTS RELATING TO THIS
LOAN CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE
FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE
PARTIES.

      THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO
THE LOAN.

      35.   TRUSTEE CONSENT.  Trustee executes this Agreement at the
direction of Noteholder, and with Noteholder's consent, which consent is
evidenced by Noteholder's signature affixed hereto, to evidence its consent
to the modification effected hereby.

      36.   JOINDER OF SUBORDINATE LIEN HOLDER.  JMB Income Properties,
Ltd.-V, is the owner and holder of a lien (the "Subordinate Lien") on all
or a portion of the Property, which lien is subordinate to the lien created
by the Deed of Trust.  The Subordinate Lien was created by that certain
Deed of Trust, dated as of July 31, 1986, and recorded August 1, 1986 in
Book 1556, Page 2108 of the Land Records securing a loan (the "Subordinate
Loan"). By its execution below, Subordinate Lienholder hereby acknowledges
each of the terms and provisions of the above Modification Agreement and
agrees that the Subordinate Loan was, is and continues to be subordinate to
the lien created by the Deed of Trust and further agrees that Borrower's
execution, delivery and performance of the Modification Agreement, does not
cause the lien of the Deed of Trust to become subordinate to the
Subordinate lien.

      37.   FINANCIAL STATEMENTS.  The Borrower hereby covenants and agrees
to provide the Noteholder with quarterly operating statements of the
Borrower relating to the Property within thirty (30) days after the
expiration of each calendar quarter during the term of the Loan and to
provide the Noteholder with annual financial statements of the Borrower
relating to the Property within sixty (60) days after the end of each
calendar year during the term of the Loan.  In addition, the Borrower
hereby covenants and agrees to provide the Noteholder with a copy of its
federal income tax return for each year during the term of the Loan within
thirty (30) days after the filing of same, and to provide the Noteholder
with such other financial information relating to the Property as the
Noteholder may reasonably request.

      38.   LIMITATION OF LIABILITY.  Notwithstanding anything to the
contrary in this Agreement or in any other documents executed in connection
herewith, the provisions of the last paragraph on page 5 of the Note (which
paragraph continues on the top of page 6 of the Note) are hereby
incorporated herein by this reference as though herein set forth in full
and (a) shall apply to this Agreement and all documents executed in
connection herewith (the "Modification Documents") and for this purpose
"Other Security Documents" (as used in such paragraph) shall be deemed to
include the Modification Documents and (b) shall continue to apply to all
Security Documents (including the Note), as modified by the Modification
Documents.

      EXECUTED as of, although not necessarily on, the date and year first
above written.

Witness/Attest:         NOTEHOLDER:

                        STATE STREET BANK AND TRUST COMPANY, as Trustee,
for the registered holders of FDIC REMIC Trust 1994-C1, Commercial Mortgage
Pass-Through Certificates, Series 1994-C1

                        By:   BANC ONE MANAGEMENT AND CONSULTING
CORPORATION, Servicer, pursuant to that certain Pooling and Servicing
Agreement dated as of July 8, 1994 among State Street Bank and Trust
Company, Banc One Management and Consulting Corporation and others

                        By:                               (SEAL)
                              Name: ___________________________,
                              Title ___________________________


                        BORROWER:

Attest                  WACHOVIA BUILDING ASSOCIATES, L.P.

                        By:   JMB Income Properties, LTD.-V, General
Partner

                              By:   JMB Realty Corporation, general partner


______________________        By:                       (SEAL)
Name: ________________        Name:  _______________________
Title: _______________        Title: ________________________



[corporate seal]

                        TRUSTEE:



                                                           (SEAL)
                        Philip M. Battles, III

                        
                        SUBORDINATE LIENHOLDER: (the subordinate lienholder
joins herein solely to acknowledge and agree to the purposes set forth in
paragraph 37 of this Agreement)
                        
                        JMB Income Properties, LTD.-V

                        By:   JMB Realty Corporation, general partner

______________________  By:                                 (SEAL)
Name: ________________  Name:  ________________________________
Title: _______________  Title: ________________________________

[corporate seal]


State of          }
                  }
County of         }

      This instrument was ACKNOWLEDGED before me, on the ______ day of
_________, 1996, by _____________, ________________ for BANC ONE MANAGEMENT
AND CONSULTING CORPORATION, Servicer, pursuant to that certain Pooling and
Servicing Agreement dated as of July 8, 1994 among State Street Bank and
Trust Company, Banc One Management and Consulting Corporation and others,
on behalf of State Street Bank and Trust Company, as Trustees for the
registered holders of FDIC REMIC Trust 1994-C1, Commercial Mortgage Pass-
Through Certificates, Series 1994-C1, in such capacity.


[S E A L]                           _____________________________________
                                    NOTARY PUBLIC, State of Texas
My Commission Expires:

_________________________     _____________________________________
                                    Printed Name of Notary Public




County of         }
                  } to-wit: 
State of          }

      I, _____________________, a Notary Public in and for the jurisdiction
aforesaid do hereby certify that ___________________ personally came before
me this day and acknowledged that s/he is ______________________, of JMB
Realty Corporation, general partner of JMB Income Properties, LTD.-V and
that by authority duly given and as the act of the corporation, the
foregoing instrument was signed in its name by its _________________ acting
as general partner JMB Properties, LTD.-V, general partner of Wachovia
Building Associates, L.P., an Illinois limited partnership, the Borrower
named therein and attested by its  _________________, and seal with its
corporate seal.

      Witness my hand and official stamp or seal this ____ day
of________________, 1996.


                                    _____________________________________
                                    Notary Public

My Commission expires:____________________________

[Notarial Seal]
District of Columbia, to-wit: 

      I, _____________________, a Notary Public in and for the jurisdiction
aforesaid do hereby certify that PHILIP M. BATTLES, III party to and who is
personally well known to me as the person who executed the foregoing and
annexed Agreement, personally appeared before me in said jurisdiction and
acknowledged the same to be his act and deed, and that he executed said
instrument for the purposes therein contained.

      Given under my hand and seal this ____ day of________________, 1996.


                                    _____________________________________
                                    Notary Public

My Commission expires:____________________________



County of         }
                  } to-wit: 
State of          }

      I, _____________________, a Notary Public in and for the jurisdiction
aforesaid do hereby certify that ___________________ personally came before
me this day and acknowledged that s/he is ______________________, of JMB
Realty Corporation, and that by authority duly given and as the act of the
corporation, the foregoing instrument was signed in its name by its
_________________ acting as general partner of JMB Properties, LTD.-V , and
attested by its  _________________, and seal with its corporate seal.

      Witness my hand and official stamp or seal this ____ day
of________________, 1996.


                                    _____________________________________
                                    Notary Public

My Commission expires:____________________________

[Notarial Seal]








                                EXHIBIT "A"
                                -----------

                             LEGAL DESCRIPTION