EXHIBIT 10.1
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                         WINDING UP AGREEMENT

     THIS AGREEMENT is made effective as of September 27, 2002 by and
between JMB/MANHATTAN ASSOCIATES, LTD. an Illinois limited partnership (the
"Partnership"), and JMB/MANHATTAN INVESTORS, INC., an Illinois corporation
("JMB").  Capitalized terms used herein but not defined have the same
meanings as in the Partnership's Amended and Restated Agreement of Limited
Partnership (as amended to date, the "Partnership Agreement").


                              WITNESSETH:
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     WHEREAS, all of the Partnership Property has been reduced to cash or
cash equivalents (other than purchase money notes and security interests),
and the Partnership has thereby dissolved in accordance with Section 13(c)
of the Partnership Agreement; and

     WHEREAS, the Partnership desires to complete the winding up of its
business and affairs effective as of September 30, 2002 (the "Winding Up
Date"); and

     WHEREAS, there are or may be certain known, and there may be certain
other unknown, costs, expenses, obligations or liabilities incurred by or
on behalf of, or claims, demands, assessments or charges against, the
Partnership (collectively, the "Liabilities") that will not have been paid,
discharged, extinguished or otherwise provided for on or before the Winding
Up Date; and

     WHEREAS, the Partnership desires to be relieved of the Liabilities on
the terms and conditions set forth herein in order to complete the winding
up of its business and affairs on the Winding Up Date; and

     WHEREAS, JMB is the Corporate General Partner of the Partnership and
is willing to assume the obligation to pay, extinguish or otherwise
discharge the Liabilities on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

     1.    JMB hereby assumes the obligation to pay, extinguish or
otherwise discharge, and agrees to indemnify, defend and hold harmless the
Partnership and each of its other partners from, each of the Liabilities,
whether known or unknown, suspected or unsuspected, fixed or contingent,
foreseen or unforeseen, that has not been paid, discharged, extinguished or
otherwise provided for on or before the Winding Up Date; provided, however
that in no event shall the Liabilities be deemed to include any obligation
or liability of the Partnership (i) for any distribution of cash or other
property or asset of any kind that was, is or may be distributable
(including, without limitation, a return of any capital contribution) to
any partner of the Partnership (or his assignee), or any holder of any
limited partnership interest in the Partnership, in his capacity as such;
(ii) for which the obligation or liability of, or recourse against, the
Partnership was or is, by law, contract or otherwise, limited to an asset
or assets of the Partnership; or (iii) repayment of any loans made to the
Partnership pursuant to Section 8(p) of the Partnership Agreement.

     2.    In consideration of JMB's assumption of the obligation to pay,
extinguish or otherwise discharge the Liabilities as provided in this
Agreement, the Partnership (i) agrees to pay JMB on or before the Winding
Up Date the amount of $3,999.70, and (ii) hereby transfers and assigns to
JMB all of the Partnership's right, title to and interest in, and all of
the Partnership's rights to own, receive, collect and/or enforce the
payment, reimbursement or transfer of, any and all monies or other property


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or assets of any kind (and any claims therein or thereto), including,
without limitation, the coverage and benefits by, and proceeds receivable
from, all contracts of insurance maintained by or on behalf of the
Partnership, to the maximum extent provided therein or under applicable
law, that remain, or that become or otherwise would or may be, payable,
transferable or reimbursable to the Partnership, on or after the Winding Up
Date (other than such rights with respect to any monies of the Partnership
that remain on the Winding Up Date and that are required to pay or
discharge checks or drafts issued by the Partnership on or before the
Winding Up Date).  JMB shall have no right of indemnification or
contribution from any of the other partners of the Partnership in their
capacity as such as a result of payments or claims made with respect to the
Liabilities, whether or not such payments or claims in the aggregate are in
excess of the amount of money or the value of other property or assets paid
or transferred to or received or collected by JMB pursuant to the terms of
this Agreement.

     3.    Notwithstanding anything to the contrary in this Agreement, JMB
shall be entitled to the benefit of any and all rights of indemnification,
contribution, offset and any other right of recourse to or claim against
any third party (other than any right of indemnification or contribution
with respect to the Liabilities by or from a partner of the Partnership in
his capacity as such but including any other recourse to or claim against a
person who is or was a partner of the Partnership in any other capacity)
that the Partnership has, may have or otherwise could have or assert at any
time, whether in connection with, relating to or arising from any of the
Liabilities or otherwise, and the Partnership hereby assigns and transfers
to JMB all of its right, title to and interest in each and every such right
or claim.

     4.    The Partnership hereby makes, constitutes and appoints JMB,
with full power of substitution, the Partnership's true and lawful
attorney-in-fact for the Partnership and in its name, place and stead to
make, execute, acknowledge, swear to, deliver, record, file and/or perform
any agreements, instruments or other documents, and to take any and all
other actions on behalf of the Partnership, whether on or after the Winding
Up Date, that may be considered necessary or desirable by JMB to carry out
fully the provisions of this Agreement, including without limitation, to
execute and deliver on behalf of the Partnership any document evidencing,
acknowledging or fulfilling the assignment and transfer by the Partnership
to JMB of any rights or claims referred to in Section 2 or 3 of this
Agreement and to collect, sue for or recover any monies or other property
or assets, to compromise or settle any claims and to endorse any checks or
other instruments on behalf of the Partnership.  Pursuant to such power of
attorney, the Partnership hereby authorizes JMB to take any and all actions
on behalf of the Partnership as JMB may consider necessary or desirable in
connection with any of the foregoing to the same extent as the Partnership
could or might do if personally present, and the Partnership hereby
approves and confirms all such actions on its behalf.  The power of
attorney hereby granted is coupled with an interest, is irrevocable and, to
the extent allowed by applicable law, shall survive the dissolution,
winding up and termination of the Partnership.

     5.    Except as otherwise expressly provided in this Agreement,
nothing contained herein shall prevent, limit or qualify in any way the
rights, powers and authority JMB otherwise has or may exercise in its
capacity as the Corporate General Partner of the Partnership.

     6.    This Agreement shall inure to the benefit of, and shall be
binding upon, the parties hereto and their respective successors and
assigns.  This Agreement and the rights and obligations of the parties
hereto shall survive the dissolution, winding up and termination of the
Partnership.







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     7.    If any one or more of the provisions of this Agreement is for
any reason held to be invalid, illegal or unenforceable in any respect by a
court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not impair or affect the validity and enforceability
of the other provisions hereof, and this Agreement shall be construed as
though each such invalid, illegal or unenforceable provision were not
contained herein.

     8.    Any reference in this Agreement to the singular shall also be
deemed to include the plural, and vice versa, unless the context otherwise
requires.
     9.    This Agreement and the rights and obligations of the parties
hereto shall be interpreted, construed and enforced in accordance with the
internal laws of the State of Illinois.

     10.   This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.


     IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date first written above.


                      JMB/MANHATTAN INVESTORS, INC.


                      By:
                            ------------------------------
                      Its:
                            ------------------------------



                      JMB/MANHATTAN ASSOCIATES, LTD.

                      By:   JMB/Manhattan Investors, Inc.
                            Corporate General Partner


                            By:
                                  ------------------------------
                            Its:
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                      By:   BPA Associates, L.P.
                            Associate General Partner

                            By:   JMB/Manhattan Investors, Inc.
                                  General Partner


                                  By:
                                       -------------------------
                                  Its:
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                      By:   APB Associates
                            Associate General Partner

                            By:   BPA Associates, L.P.
                                  General Partner

                                  By:  JMB/Manhattan Investors, Inc.
                                       General Partner


                                       By:
                                             -----------------------
                                       Its:
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State of Illinois     )
                      )     SS:
County of Cook        )


     Before me, the undersigned, a Notary Public in and for said County
and State, on this day personally appeared ___________________,
___________________ of JMB/MANHATTAN INVESTORS, INC. ("JMB"), an Illinois
corporation that is (i) the Corporate General Partner of JMB/MANHATTAN
ASSOCIATES, LTD. (the "Partnership"), an Illinois limited partnership, and
(ii) the sole general partner of BPA Associates, L.P., an Illinois limited
partnership that is (a) an Associate General Partner of the Partnership,
and (b) the sole general partner of APB Associates, an Illinois limited
partnership that is the other Associate General Partner of the Partnership;
and ____________________,  ___________________ of JMB, both of whom are
known to me to be the persons whose names are subscribed to the foregoing
instrument, and acknowledged to me that they executed the same in the
capacities and for the purposes and consideration therein expressed.

     Given under my hand and seal of office this ______ day of September,
2002.



                                  ___________________________________
                                             Notary Public

My commission expires:


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