CONSOLIDATED AND RESTATED
                                 PROMISSORY NOTE

LOAN NO. 99_086                                                   August 9, 1999
                                                                    New York, NY

MAKER:                      475 Fifth  Avenue  Limited  Partnership,  a Delaware
                            limited partnership

MAKER'S ADDRESS:            475 Fifth Avenue, 21st Floor
                            New York, New York 10017

PRINCIPAL AMOUNT:           THIRTY-TWO   MILLION   and  No/100   Dollars   ($32,
                            000,000.00),  together  with all other amounts added
                            thereto  pursuant to this Note or otherwise  payable
                            in accordance with the Loan Documents.

PAYEE AND HOLDER:           Heller Financial, Inc., a Delaware corporation,  and
                            its successors and assigns.

PAYMENT ADDRESS:            500 West Monroe Street, 30th Floor
                            Chicago, Illinois 60661
                            Attention:  Heller Express Servicing Department, Re:
                            Loan No.  99-086 or such other address as Holder may
                            hereafter designate in writing to Maker.

INITIAL PAYMENT DATE:      October 1, 1999.

MATURITY DATE:             September 1, 2009.

AMORTIZATION PERIOD:       30 Years.

AMORTIZATION SCHEDULE:      The amortization schedule attached hereto as Exhibit
                            A.

CONTRACT RATE:              A rate of interest equal to eight and 27/100 percent
                            8.27% per annum.

DEFAULT RATE:               The Contract Rate plus five percent (5%) per annum.

LATE CHARGE:                Five percent (5%) of each  delinquent  payment other
                            than on the principal sum due on the Maturity Date.


                                      -1-
<PAGE>


PROPERTY:                   475 Fifth Avenue
                            475 Fifth Avenue
                            New York, New York County, New York

MORTGAGE:                   The  Mortgage  Consolidation,  Assignment  of Rents,
                            Security  Agreement and Fixture  Filing of even date
                            herewith (and any modification, renewal or extension
                            thereof) which  consolidates the Existing  Mortgages
                            securing  repayment  of the  Loan  and  encumbering,
                            among other things, the Property.

LOAN:                       The loan from Holder to Maker evidenced by this Note
                            and secured by the other Loan Documents.

LOAN DOCUMENTS:             This  Note,  the  Mortgage  and any other  documents
                            evidencing  or  securing  the  Loan or  executed  in
                            connection therewith, and any modification,  renewal
                            or extension thereof.

NOTE:                       This  Consolidated and Restated  Promissory Note and
                            any modifications, renewals or extensions hereof and
                            any  substitutions  therefor.  This Note  amends and
                            consolidates all of the notes evidencing each of the
                            Existing Mortgages.

EXISTING MORTGAGES:         Those certain  mortgages  listed in Exhibit B to the
                            Mortgage.


1.     Promise to Pay.

       FOR VALUE  RECEIVED,  Maker promises to pay to the order of Holder at the
Payment  Address the  Principal  Amount (or so much  thereof as may from time to
time be  outstanding)  on or before the Maturity  Date,  together  with interest
thereon as hereinafter  set forth,  payable in lawful money of the United States
of America.

2.     Principal and Interest.

       So long as no Event of  Default  exists,  interest  shall  accrue  on the
Principal Amount from time to time outstanding at the Contract Rate based on the
actual number of days elapsed in each given month and a 360 day year.  Principal
and interest  shall be paid to the Holder hereof as follows:  (a) On the Initial
Payment Date and on the first day of each month  thereafter,  Maker shall pay to
Holder monthly payments of principal and interest due for such period based upon
the  Amortization  Schedule;  and (b) the outstanding  Principal  Amount of this
Note, together with all accrued and unpaid interest, shall be due and payable in
full on the  Maturity  Date.  Whenever  any  payment  is  stated  to be due or a
computation  is to be made on a day which is not a business day, such payment or
computation will be made on the next succeeding business day, and such extension
of time will be included in the computation of interest.


                                      -2-
<PAGE>


3.     Prepayment.

       This Note may not be  prepaid  in whole or in part,  prior to the  fourth
"Loan  Year",  other  than  condemnation  or  casualty  proceeds  or  any  other
involuntary  prepayment  contemplated  by the Loan  Documents,  applied to pay a
portion of the  principal of the Note in Holder's  sole  discretion.  During the
fourth Loan Year, and at any time  thereafter,  this Note may be prepaid in full
but not in part at any time,  provided  that any such  prepayment  shall be: (i)
made on the first of the  month;  (ii)  accompanied  by all  accrued  and unpaid
interest  and all fees and costs due from Maker to Holder;  (iii) made only upon
Holder's  receipt of at least thirty (30) days' prior written  notice of Maker's
election  to prepay;  and (iv)  accompanied  by the  greater of (a) one  percent
(1.0%) of the outstanding  Principal  Amount as of the date of prepayment or (b)
the "Yield  Maintenance  Amount".  The Loan may be prepaid  without payment of a
Yield  Maintenance  Amount  or the fee set  forth  above in  clause  (iv) of the
preceding  sentence  during  the last  ninety  (90)  days of the Loan  term (the
"Permitted Prepayment Period"). The term "Loan Year" means for Loan Year 1, from
the date hereof through  September 1, 2000,  and for each Loan Year  thereafter,
each 12-month period after September 1, 2000.

       "Yield Maintenance  Amount" means an amount,  never less than zero, equal
to the present value of a series of "Monthly Amounts", assumed to be paid at the
end of each month  remaining  from the date of  prepayment  through the Maturity
Date, discounted at the U.S. Securities Rate.

       "Monthly Amount" shall mean the following:

       (A) The Contract Rate,

              MINUS

       (B)  The  yield  ("U.S.  Securities  Rate"),  as  of  the  date  of  such
prepayment,  as  published  by the Federal  Reserve  System in its  "Statistical
Release H.15(519),  Selected Interest Rates" under the caption "U.S.  Government
Securities/Treasury  Constant Maturities", for a U.S. Government Security with a
term equal to that remaining on this Note on the date of such prepayment  (which
term may be obtained by interpolating  between the yields published for specific
whole years),

                  DIVIDED BY TWELVE (12) AND THE
                  QUOTIENT THEREOF THEN MULTIPLIED BY

       (C) The amount prepaid on the date of such prepayment.

       All  percentages  shall be rounded to the nearest one hundred  thousandth
percent and dollar amounts to the nearest whole dollar.  Maker  acknowledges and
agrees that any  prepayment of this Note by virtue of the occurrence of an Event
of Default hereunder prior to the Permitted Prepayment Period (but not by virtue
of the  application  of any  condemnation  or  casualty  proceeds  or any  other
involuntary  prepayment  contemplated  by the Loan  Documents,  applied to pay a
portion of the  principal  of the Note in  Holder's  sole  discretion)  shall be
deemed a voluntary


                                      -3-
<PAGE>


prepayment for purposes of determining the  applicability  of any prepayment fee
or Yield Maintenance Amount pursuant to Paragraph 3 above.

4.     Default.

       4.1 Events of Default.

              The following  shall  constitute an "Event of Default"  under this
       Note:  (i) failure to pay any amounts  owed  pursuant to this Note within
       ten (10) calendar days after such payment is due; or (ii) the  occurrence
       of any Event of Default under any of the other Loan  Documents  after the
       expiration of any applicable notice and cure period contemplated thereby.

       4.2 Remedies.

              So long as an Event of Default remains  outstanding:  (a) interest
       shall  accrue at the  Default  Rate and, to the extent not paid when due,
       shall be added to the Principal Amount; and (b) Holder may, at its option
       and without further notice (such notice being expressly waived),  declare
       the unpaid Principal Amount immediately due and payable. Holder's rights,
       remedies  and  powers,  as  provided  in this  Note  and the  other  Loan
       Documents,  are cumulative  and  concurrent,  and may be pursued  singly,
       successively  or together  against Maker,  the security  described in the
       other Loan  Documents,  any  guarantor(s)  hereof and any other  security
       given  at any  time  to  secure  the  payment  hereof,  all  at the  sole
       discretion  of Holder.  Additionally,  Holder  may resort to every  other
       right or remedy  available at law or in equity  without first  exhausting
       the  rights  and  remedies   contained  herein,   all  in  Holder's  sole
       discretion. Failure of Holder, for any period of time or on more than one
       occasion,  to exercise its option to accelerate  the date that the unpaid
       Principal  Amount  is due,  pursuant  to  clause  (b)  above,  shall  not
       constitute  a waiver of the right to exercise the same at any time during
       the continued  existence of any Event of Default or any subsequent  Event
       of Default.

5.     Late Charge.

       If payments of principal and/or interest,  or any other amounts under the
other Loan  Documents  other than the principal sum due on the Maturity Date are
not timely made and remain overdue for a period of ten (10) days, Maker, without
further notice or demand by Holder,  promptly shall pay the Late Charge computed
on such past due  amounts.  Until paid,  the Late  Charge  shall be added to the
Principal  Amount.  Nothing in this Note shall be construed as an  obligation on
the part of Holder to accept,  at any time,  less than the full  amount then due
hereunder,  or as a waiver or  limitation  of  Holder's  right to compel  prompt
performance.


                                      -4-
<PAGE>


6.     Jury Trial Waiver.

       MAKER  AND  HOLDER BY ITS  ACCEPTANCE  OF THIS NOTE  HEREBY  WAIVE  THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, OR
ARISING  OUT OF THIS  NOTE  AND THE  OTHER  LOAN  DOCUMENTS.  MAKER  AND  HOLDER
ACKNOWLEDGE  THAT THIS WAIVER IS A MATERIAL  INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND
THE OTHER LOAN  DOCUMENTS  AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN
THEIR RELATED FUTURE DEALINGS.  MAKER AND HOLDER REPRESENT AND WARRANT THAT EACH
HAS HAD THE  OPPORTUNITY TO REVIEW THIS JURY WAIVER WITH ITS LEGAL COUNSEL,  AND
THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

7.     Waiver.

       Maker,  for itself and all  endorsers,  guarantors  and  sureties of this
Note, and each of them, and their heirs, legal  representatives,  successors and
assigns,  respectively hereby waives presentment for payment,  demand, notice of
nonpayment,  notice of dishonor,  protest of any dishonor, notice of protest and
protest of this Note, and all other notices (except as otherwise provided herein
or in any relevant Loan Document) in connection  with the delivery,  acceptance,
performance, default or enforcement of the payment of this Note, and agrees that
its liability shall be unconditional  and without regard to the liability of any
other party and shall not be in any manner affected by any indulgence, extension
of time, renewal,  waiver or modification granted or consented to by the Holder.
Maker,  for itself and all endorsers,  guarantors and sureties of this Note, and
each of them, and their heirs,  legal  representatives,  successors and assigns,
respectively  hereby  consents to every  extension of time,  renewal,  waiver or
modification  that may be granted by Holder with respect to the payment or other
provisions of this Note, and to the release of any makers, endorsers, guarantors
or sureties,  or of any collateral  given to secure the payment  hereof,  or any
part hereof, with or without substitution,  and agrees that additional makers or
guarantors or endorsers may become  parties  hereto  without notice to Maker and
without affecting the liability of Maker hereunder.

8.     Security, Application of Payments.

       This Note is secured by the liens, encumbrances,  and obligations created
hereby and by the other Loan Documents and the terms and provisions of the other
Loan Documents are hereby incorporated herein. Each payment on the Loan is to be
applied when received first to the payment of any fees,  expenses or other costs
Maker is  obligated  to pay  hereunder  or under  the  terms of the  other  Loan
Documents, second to the payment of any accrued and unpaid Late Charge, third to
the  payment of  interest on the  Principal  Amount from time to time  remaining
unpaid,  and the remainder of such payment shall be used to reduce the Principal
Amount.


                                      -5-
<PAGE>


9.     Miscellaneous.

       9.1 Amendments.

              This Note may not be terminated or amended  orally,  but only by a
       termination or amendment in writing signed by Holder and Maker.

       9.2 Lawful Rate of Interest.

              In no event whatsoever shall the amount of interest paid or agreed
       to be paid to Holder pursuant to this Note exceed the highest lawful rate
       of interest  permissible under applicable law. If, from any circumstances
       whatsoever,  fulfillment of any provision of this Note and the other Loan
       Documents  shall involve  exceeding  the lawful rate of interest  which a
       court of competent  jurisdiction  may deem applicable  hereto,  then ipso
       facto,  the  obligation  to be fulfilled  shall be reduced to the highest
       lawful rate of interest permissible under such law and if, for any reason
       whatsoever,  Holder shall receive, as interest,  an amount which would be
       deemed unlawful under such applicable law, such interest shall be applied
       to the Principal Amount (whether or not due and payable,  and without any
       prepayment  penalty or fee or Yield Maintenance  Amount),  and not to the
       payment of interest,  or refunded to Maker if such  Principal  Amount has
       been paid in full.

       9.3 Captions; Definitions.

              The captions of the  Paragraphs  of this Note are for  convenience
       only and shall not be deemed to modify, explain,  enlarge or restrict any
       of the provisions  hereof.  Each of the terms defined before  Paragraph 1
       hereof  shall have the  meaning set forth  following  such term when used
       throughout this Note.

       9.4 Severable Provisions.

              The invalidity, illegality or unenforceability of any provision of
       this  Note  shall  not  affect  or  impair  the  validity,   legality  or
       enforceability  of the  remainder  of this  Note,  and to this  end,  the
       provisions of this Note are declared to be severable.

       9.5 Notices.

              Notices  shall be given  under  this Note in  conformity  with the
       terms and conditions of the Mortgage.

       9.6 Intentionally Omitted.

       9.7 Time of Essence.

              Time is of the essence of this Note and the performance of each of
       the covenants and agreements contained herein.


                                      -6-
<PAGE>


       9.8 Governing Law.

              This  Note  shall be  governed  by,  and  shall be  construed  and
       enforced in accordance  with, the internal laws of the State of Illinois,
       without regard to conflicts of law principles.

10.    Exculpation.

       Except as set forth below,  neither Maker nor any partner of Maker or any
partner,  shareholder or member of any such partner of Maker shall be personally
liable to pay the  Principal  Amount or any other  amount due under this Note or
under any of the Loan Documents,  or to perform or observe any obligation  under
this Note or under any of the Loan  Documents,  and Holder agrees to look solely
to the Property and any other collateral  heretofore,  now, or hereafter pledged
by any party to secure the Loan.  Maker,  but not any  partner of Maker,  or any
partner,  shareholder or member of any such partner of Maker shall,  however, be
personally  liable  for all  losses,  damages,  costs  and  expenses,  including
attorneys' fees and expenses, incurred by Holder as a result of:

       (i)    the  collection  and  receipt  of  proceeds  and  income  from the
              Property and the other assets and obligations securing the Loan by
              or for the benefit of Maker  following  an Event of Default  which
              are not paid to Holder or applied to the  Property in the ordinary
              course of business;

       (ii)   fraud  by Maker  or by any  partner  or  officer  of Maker  with a
              management role in Maker or;

       (iii)  material  misrepresentation by Maker or any other person or entity
              which  is an  officer  of  Maker or any  partner  of Maker  with a
              management role in connection with the Loan;

       (iv)   misapplication or  misappropriation of funds in which Lender has a
              security  interest  which come into the  possession  of Maker or a
              partner or officer of Maker with a management role in Maker;

       (v)    intentional or material waste to the Property;

       (vi)   the breach of the obligations set forth in the Hazardous Substance
              Indemnification  Agreement  of even date  herewith,  as  hereafter
              amended, if at all;

       (vii)  the breach of the provisions  contained in Paragraph 15 (transfers
              of the property or beneficial  interest in Maker;  assumption)  of
              the Mortgage;

       (viii) the  breach  of  the  provisions  contained  in  Paragraph  16 (no
              additional liens) of the Mortgage; or


                                      -7-
<PAGE>


       (ix)   the breach of the  provisions  contained  in  Paragraph 17 (single
              asset entity) of the Mortgage.

       The foregoing shall in no way limit or impair the enforcement against the
Property  or any other  security  granted  by the Loan  Documents  of any of the
Holder's  rights and  remedies  pursuant  to the Loan  Documents,  or affect the
validity or enforceability of any indemnity,  guaranty,  limited recourse letter
or similar  instrument made by Maker or any other entity or person in connection
with the Mortgage or the Loan Documents.


       IN WITNESS WHEREOF, Maker does execute this Note as of the date set forth
above.

                                 MAKER:

                                 475 Fifth  Avenue  Limited  Partnership,
                                 a Delaware limited partnership

                                 By: 475  Fifth-GP, Inc., a  Delaware
                                     corporation, its sole general partner

                                     By: ______________________________
                                     Name: ____________________________
                                     Its: _____________________________



                                      -8-
<PAGE>


                                    EXHIBIT A


                              AMORTIZATION SCHEDULE