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                                                                EXHIBIT 10(qqqq)

                       PURCHASER'S CERTIFICATE REGARDING
                         REPRESENTATIONS AND WARRANTIES

     THIS PURCHASER'S CERTIFICATE REGARDING REPRESENTATIONS AND WARRANTIES (this
"Certificate') is made and entered into this 8th day of July, 1998, by OVERSEAS
PARTNERS (MADISON PLAZA) LLC, an Illinois limited liability whose sole member is
OVERSEAS PARTNERS (MADISON PLAZA), INC., a Delaware corporation (said limited
liability company being herein referred to as "Purchaser'), to and for the
benefit of MADISON PLAZA VENTURE, an Illinois general partnership ("Seller").

                                  WITNESSETH:

     WHEREAS, prior to the execution hereof, Seller and OVERSEAS PARTNERS
CAPITAL CORP., a Delaware corporation ("OPCC") entered into that certain
Purchase and Sale Agreement, dated as of June 30, 1998 (the "Agreement", for the
purchase and sale of that certain improved real property commonly known as
"Madison Plaza," located at 200 West Madison Street, Chicago, Illinois
(according to the street numbering system currently in use in the City of
Chicago, Illinois) and more particularly described on EXHIBIT "'A" attached
hereto and made a part hereof (the "Property"), and as the interest of the
"purchaser" under the Agreement has been assigned by OPCC to Purchaser pursuant
to that certain Assignment and Assumption of Contract Rights of even date
herewith; and

     WHEREAS, contemporaneously with the execution and delivery hereof, Seller
and Purchaser are consummating and have consummated the purchase and sale of the
Property, and in connection therewith, Purchaser desires to certify to Seller
certain representations and warranties of Purchaser, as contemplated pursuant to
the terms of Sections 4.3(c) and 5.5 of the Agreement;

     NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00), and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Purchaser hereby certifies and
reaffirms to Seller as follows:

     l. CERTIFICATION AS TO REPRESENTATIONS AND WARRANTIES.  Purchaser hereby
certifies to Seller that the representations and warranties of Purchaser as set
forth in Section 5.5 of the Agreement (and reproduced below for convenience of
reference) are true and correct in all material respects as of the date hereof:

    (a) Purchaser is not acquiring the Property with the assets of an employee
benefit plan as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and Purchaser is not a "party-in-
interest" (within the meaning of Section 3(14) of ERISA) to any of the pension
or profit sharing plans of International Business Machines.
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     (b) Purchaser has the full right, power and authority to purchase the
Property as provided in the Agreement and to carry out Purchaser's obligations
under the Agreement, and all requisite action necessary to authorize Purchaser
to enter into the Agreement and to carry out its obligations thereunder have
been taken.  The person signing the Agreement on behalf of Purchaser is
authorized to do so.

     (c) There is no action, suit, arbitration, unsatisfied order or judgment,
government investigation or proceeding pending against Purchaser which, if
adversely determined, could individually or in the aggregate materially
interfere with the consummation of the transaction contemplated under the
Agreement.

     2.  SURVIVAL OF PURCHASER'S REPRESENTATIONS AND WARRANTIES.  The
representations and warranties of Purchaser set forth in Section 5.5(a) of the
Agreement, and restated in Paragraph l(a) of this Certificate, shall survive the
execution and delivery of this Certificate and shall be a continuing
representation and warranty without limitation.  All other representations and
warranties of Purchaser shall survive the Closing (as defined in the Agreement)
for a period of ninety (90) days.

     IN WITNESS WHEREOF, Purchaser has caused this Certificate to be executed
under seal by its duly authorized representative as of the date first above
written.

                              PURCHASER:

                              OVERSEAS PARTNERS (MADISON PLAZA) LLC,
                              an Illinois limited liability company

                              By:   OVERSEAS PARTNERS (MADISON PLAZA), INC., a
                                    Delaware corporation, its sole member

                                    By: /s/ Bruce M. Barone
                                    Name: Bruce M. Barone
                                    Its:  President, CEO
                                    (CORPORATE SEAL)

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EXHIBIT "A"

LEGAL DESCRIPTION

MADISON PLAZA

The East half of Lot 6 and all of Lots 7 and 8 (all taken as a tract), excepting
from said tract that part taken for widening of Madison Street, in Block 54 in
Original Town of Chicago, in Section 9, Township 39 North, Range 14 East of the
Third Principal Meridian, in Cook County, Illinois.

Containing 36,577 square feet (0.8397 acres) of land, more or less.

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